Annual Financial Report

31 December 2021

(Together with the Independent Audit Report thereon)

(The English version of this document is a free translation from the original issued in Spanish. This translation has been carried out internally by Fluidra, S.A. under its sole responsibility and is not considered official or regulated financial information. In the event of discrepancy, the Spanish-language version prevails.)

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ANNUAL ACCOUNTS

Balance sheet Income statement Statement of recognised income and expense Statement of total changes in equity Statement of cash flows Notes to the Annual Accounts

Individual Annual Accounts

31 December 2021

SUMMARY

Financial statements

Balance sheet
Income statement
Statement of changes in equity
- o Statement of recognised income and expense
  - o Statement of total changes in equity
Statement of cash flows

Notes

1. Nature, activity and composition of the Group
1. Basis of presentation
1. Significant accounting policies
1. Intangible assets
1. Property, plant and equipment
1. Operating leases Lessee
1. Investments in equity instruments of Group companies and associates
1. Non-current investments
1. Trade and other receivables
1. Equity
1. Provisions
1. Current and non-current bank loans and borrowings and other marketable securities
1. Debt with Group companies and associates
1. Trade and other payables
1. Risk management policy
1. Income and expenses
1. Employee information
1. Transactions with Group companies and associates
1. Information on the Directors
1. Other commitments and contingencies
1. Taxation
1. Information on late payment to suppliers Final provision two. Reporting requirement of Law 31/2014 of 3 December
1. Auditors' and related Group companies' fees
1. Environmental issues
1. Subsequent events

Appendices

APPENDIX I Information on Group companies

Balance sheet

31 December 2021 and 2020

(Expressed in thousands of euros)

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

Assets	Notes	31/12/2021	31/12/2020
Intangible assets	Note 4	14,071	10,803
Property, plant, and equipment	Note 5	4,785	1,941
Non-current investments in Group companies and associates	Note 7	1,441,426	1,429,138
Equity instruments		1,441,396	1,427,992
Loans to companies		30	1,146
Non-current investments	Note 8	1,315	1,361
Equity instruments		-	-
Other financial assets		1,315	1,361
Deferred tax assets	Note 21	6,923	3,714
Total non-current assets		1,468,520	1,446,957
Trade and other receivables	Note 9	27,355	9,331
Current investments in Group companies and associates	Note 7	191,484	260,718
Loans to companies		11,601	10,215
Other financial assets		179,883	250,503
Current investments		-	-
Derivative financial instruments		-	-
Other financial assets		-	-
Current accruals		3,015	2,022
Cash and cash equivalents		37	10,138
Total current assets		221,891	282,209
TOTAL ASSETS		1,690,411	1,729,166
Equity
Shareholders' equity	Note 10	1,527,780	1,695,057
Capital		195,629	195,629
Share premium		1,148,591	1,148,591
Reserves		381,921	287,444
Profit/(loss) for the year		( 29,870 )	139,986 ( 40,752
Interim dividend		-	)
Own shares and equity holdings		( 168,491 )	( 35,841 )
Valuation adjustments		-	-
Hedging transactions		-	-
Grants, donations and bequests received		864	678
Total equity		1,528,644	1,695,735
Liabilities
Non-current provisions	Note 11	11,647	8,110
Non-current debt		-	-
Bank borrowings and other marketable securities	Note 12	-	-
Derivative financial instruments		-	-
Other non-current debt		-	-
Deferred tax liabilities	Note 21	1,138	1,140
Total non-current liabilities		12,785	9,250
Current debt		120,004	-
Bank borrowings and other marketable securities	Note 12	120,004	-
Derivative financial instruments		-	-
Current debt with Group companies and associates	Note 13	9,985	11,611
Trade and other payables	Note 14	18,993	12,570
Total current liabilities		148,982	24,181
TOTAL EQUITY AND LIABILITIES		1,690,411	1,729,166

Income statement

31 December 2021 and 2020

(Expressed in thousands of euros)

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

	Notes	31/12/2021	31/12/2020

Revenue	Note 18	35,988	188,903
Dividend income		-	163,000
Services rendered		35,988	25,903
Self-constructed assets		2,401	1,531
Other operating income		2,505	1,977
Non-trading and other operating income		2,470	1,921
Capital grants released to income during the year		56	56
Profit from sales of fixed assets		( 21 )	-
Personnel expenses	Note 16	( 49,087 )	( 29,123 )
Salaries and wages		( 43,077 )	( 25,363 )
Employee benefits expense		( 6,010 )	( 3,760 )
Other operating expenses		( 26,802 )	( 20,967 )
External services		( 26,763 )	( 20,894 )
Taxes		( 39 )	( 73 )
(Charges) /Reversals due to impairment of non-current assets		-	-
Amortisation and depreciation	Notes 4 & 5	( 5,712 )	( 5,229 )
Impairment and gains/(losses) on disposal of fixed assets		-	(269)
Results from operating activities		( 40,707 )	136,823
Finance income		2,075	2,435
Group companies and associates		2,018	1,809
Other		57	626
Finance cost		( 183 )	( 166 )
Debt with others		( 183 )	( 166 )
Change in fair value of financial instruments		-	-
Derivative financial instruments		-	-
Exchange gains/(losses)		33	( 99 )
Net finance income/cost		1,925	2,170
Profit/(loss) before tax		( 38,782 )	138,993
Income tax	Note 21	8,912	993
Profit/(loss) for the year from continuing operations		( 29,870 )	139,986

Statement of changes in equity for the years ended 31 December 2021 and 2020

A) Statement of recognised income and expense

(Expressed in thousands of euros)

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

	31/12/2021	31/12/2020
Profit/(loss) for the year	( 29,870 )	139,986
Income and expense recognised directly in equity
Grants, donations and bequests received	248	186
Tax effect	( 62 )	( 46 )
Total income and expense recognised directly in
equity	186	140
Total recognised income and expense	( 29,684 )	140,126

Statement of changes in equity for the years ended 31 December 2021 and 2020

B) Statement of total changes in equity (Expressed in thousands of euros) (Free translation from the original in Spanish, In the event of discrepancy, the Spanish-language version prevails,)

	Capital	Share premium	Legal reserve	Other reserves	Interim dividend	Profit/(loss) for the year	Shares and investments in own equity	Valuation adjustments	Grants donations and bequests received	Total
Balance at 1 January 2020	195,629	1,148,591	18,141	9,745	-	245,947	( 14,000 )	-	538	1,604,591
Net profit/(loss) recognised directly in equity	-	-	-	-	-	-	-	-	140	140
Profit/(loss) for the year	-	-	-	-	-	139,986	-	-	-	139,986
Total recognised income and expense in the year	-	-	-	-	-	139,986	-	-	140	140,126
Capital increase	-	-	-	-	-	-	-	-	-	-
Transactions with own shares or holdings (net)	-	-	-	5,921	-	-	(21,841)	-	-	(15,920)
Distribution of dividends	-	-	-	-	(40,752)	-	-	-	-	(40,752)
Equity-based payments	-	-	-	7,690	-	-	-	-	-	7,690
Other changes in equity	-	-	20,985	224,962	-	(245,947)	-	-	-	-
Balance at 31 December 2020	195,629	1,148,591	39,126	248,318	( 40,752 )	139,986	( 35,841 )	-	678	1,695,735
Net profit/(loss) recognised directly in equity	-	-	-	-	- -	-	-	-	186	186
Profit/(loss) for the year	-	-	-	-	-	(29,870)	-	-	-	(29,870)
Total recognised income and expense in the year	-	-	-	-	-	(29,870)	-	-	186	( 29,684 )
Capital increase	-	-	-	-	-	-	-	-	-	-
Transactions with own shares or holdings (net)	-	-	-	46,543	-	-	(132,650)	-	-	(86,107)
Distribution of dividends	-	-	-	(75,931)	-	-	-	-	-	(75,931)
Equity-based payments	-	-	-	24,631	-	-	-	-	-	24,631
Other changes in equity	-	-	-	99,234	40,752	( 139,986 )	-	-	-	-
Balance at 31 December 2021	195,629	1,148,591	39,126	342,795	-	(29,870)	( 168,491 )	-	864	1,528,644

Statement of cash flows for the years ended 31 December 2021 and 2020

(Expressed in thousands of euros)

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

	Notes	31/12/2021	31/12/2020
Cash flows from operating activities
Profit /(loss)for the year before tax		( 38,782 )	138,993
Adjustments for:
Amortisation and depreciation	Notes 4 & 5	5,712	5,229
Impairment allowances	Notes 7 & 8	-	269
(Profit)/loss on the sale of property, plant and equipment		21	-
Finance income		( 2,075 )	( 2,435 )
Finance cost		183	166
Change in fair value of financial instruments		-	-
Change in provisions		( 802 )	( 107 )
Grants recognised in profit and loss		( 56 )	( 1,138 )
Share-based payment expenses		11,485	4,887
(Profit)/loss on the sale of subsidiaries		-	-
Exchange (gains)/losses		(48)	140
Changes in operating assets and liabilities:
Trade and other receivables		( 12,977 )	6,940
Trade and other payables		2,882	( 4,853 )
Cash flows from operating activities
Interest received		2,190	1,867
Interest paid		( 183 )	( 166 )
Income tax received/(paid)		2,851	7,425
Cash flows from operating activities		(27,995)	157,217
Cash flows from investing activities
Payments for investments in property, plant and equipment	Note 5	( 3,775 )	( 854 )
Payments for the acquisition of intangible assets	Notes 4 & 13	( 7,729 )	( 4,889 )
Payments for investments in financial assets	Notes 7 & 8	( 7 )	( 173 )
Payments for the transfer of assets		632	-
Proceeds from the sale of property, plant and equipment		-	-
Sale of subsidiaries	Note 7	-	-
Proceeds from sale of investments in financial assets		1,145	346
Proceeds from the sale of subsidiaries in prior years		-	-
Cash flows from investing activities		( 9,734 )	( 5,570 )

Cash flows from financing activities

Share issues	-	-
Acquisition of own equity instruments	( 277,955 )	( 37,735 )
Disposal of own equity instruments	191,848	21,815
Proceeds from grants	-	-
Issue of bank borrowings and other marketable securities	295,011	-
Net proceeds/(payments) on debt with Group companies and associates Redemption and repayment of bank borrowing and other marketable	71,125	( 91,463 )
securities	( 176,439 )	( 20 )
Dividends paid	( 75,931 )	( 40,752 )
Cash flows from financing activities	27,659	( 148,155 )
Increase /(decrease) in cash and cash equivalents	( 10,070 )	3,492
Cash and cash equivalents at start of year	10,138	6,610
Effect of currency translation differences on cash flows	( 31 )	36
Cash and cash equivalents at year end	37	10,138

Notes to the Annual Accounts

2021

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

1. Nature, activity and composition of the Group

Fluidra, S.A. ( hereinafter the Company) was incorporated as a limited liability company for an indefinite period in Girona on 3 October 2002 under the name Aquaria de Inv. S.L., and changed to its current name on Corp., September 17, 2007.

The Company's corporate purpose and activity consists of the holding and use of equity shares, securities and other stock, and advising, managing and administering the companies in which the Company holds an ownership interest.

On 1 July 2021, the Company changed its registered address from the previous location in the municipality of Sabadell (Avenida Francesc Macià nº 60, planta 20, 08208 Sabadell, Barcelona) to a new location in the municipality of Sant Cugat del Vallès (Avda. Alcalde Barnils 69, 08174 Sant Cugat del Vallés, Barcelona).

The Company is the parent of a group of companies whose activity consists of the manufacture and marketing of accessories and machinery for swimming-pools, irrigation and water treatment and purification.

Fluidra, S.A. is the parent company of the Group comprising the subsidiaries detailed in accompanying Appendix I ( hereinafter Fluidra Group or the Group). Additionally, the Group holds ownership interest in other entities as detailed in Appendix I also.

On 31 October 2007, Fluidra, S.A. (the "Company") completed its initial public offering process through the public offering of 44,082,943 ordinary shares with a par value of Euro 1 each.

These shares representing share capital are quoted on the Barcelona and Madrid stock exchanges, and also on the continuous market.

On 2 July 2018 Fluidra, S.A. increased its share capital for a nominal amount of Euros 83,000,000 by issuing and circulating 83,000,000 ordinary shares of Euros 1 par value each, which were fully subscribed by Piscine Luxembourg Holdings 2 S.à.r.l. (penultimate shareholder of the Luxembourg company Zodiac Pool Solutions S.à.r.l., which is the parent of the Zodiac Group) without entitlement, as per article 304.2 of the Spanish Corporations Act, to any preferential subscription rights. The difference between the fair value of the equity received by Fluidra, S.A. by virtue of the merger and the par value was allocated to the share premium.

Following this increase, share capital is represented by 195,629,070 ordinary shares with a par value of Euros 1 each, fully subscribed and paid up.

2. Basis of presentation

a) True and fair view

The annual accounts at 31 December 2021 have been prepared based on the accounting records of the Company and in accordance with prevailing legislation and the Spanish General Chart of Accounts, to give a true and fair view of the equity and financial position at 31 December 2021 and results of operations, changes in equity, and cash flows for the year then ended.

The Parent's directors expect these 2021 annual accounts to be approved by the shareholders at their general meeting without modification.

The annual accounts are presented in thousands of euros rounded to the nearest thousand. The euro is the Company's functional and presentation currency.

b) Comparative information

For comparative purposes, the annual accounts include the 2021 figures in addition to those of the prior year for each item of the balance sheet, the income statement, the statement of changes in equity, the statement of cash flows and the notes thereto, which were part of the 2020 annual accounts approved by the shareholders at their general meeting on 6 May 2021.

Transition to new accounting standards

The accounting principles and measurement criteria used by the Company in the preparation of these annual accounts are the same as those applied in the prior year, except for the adoption of Royal Decree 1/2021 of 12 January, which modified the Spanish General Chart of Accounts approved by Royal Decree 1514/2007 of

Notes to the Annual Accounts

2021

16 November, and the adoption of the Spanish Accounting and Audit Institute Resolution of 10 February 2021, which governs standards for recording, measuring and preparing the annual accounts for the recognition of income on the delivery of goods and the rendering of services. The main modifications essentially refer to the transposition of a large portion of the standards set forth in IFRS-EU 9, IFRS-EU 15, IFRS-EU 7 and IFRS-EU 13 to local accounting level. There has been no change to the carrying amount of the financial assets and liabilities held in reserves at 1 January 2021 as a result of the application of the new accounting regulations.

c) Group companies

As mentioned in Note 7, the Company has a stake in subsidiaries. As a result, the Company is the parent of a Group of companies in accordance with current legislation. In addition to these individual annual accounts, on 30 March 2022 the directors authorised for issue the consolidated annual accounts of Fluidra, S.A. and subsidiaries at December 2021 in accordance with the International Financial Reporting Standards adopted by the European Union (IFRS-EU), which show profit attributable to equity holders of the Parent of Euros 252,363 thousand (a profit of Euros 96,288 thousand in 2020) and equity of Euros 1,622,433 thousand (Euros 1,428,040 thousand in 2020). The consolidated annual accounts will be filed at the Barcelona Mercantile Registry.

d) Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles

Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:

Significant accounting estimates and key assumptions and judgements when applying accounting policies

In the Company's 2021 and 2020 annual accounts, estimates were used by Management in order to quantify certain assets, liabilities, income, expenses and commitments reported therein. These estimates basically refer to:

Impairment of investments in Group companies and associates:

An impairment analysis of investments in Group companies and associates includes an analysis of their recoverable amount, which is understood to be the higher of the fair value less costs to sell and the present value of the cash flows expected to be received. This recoverable amount is calculated using cash flow projections based on past results and development expectations for each of the markets (see Note 3, section e). The calculation of the recoverable amount requires the use of estimates by management. The key assumptions used to determine fair value less costs to sell and the value in use include the growth rates, profitability, the discount rate and tax rates. The estimates, including the methodology used, could have a significant impact on values and impairment loss. In addition, the capitalisation value is used as a reference.

The fair value of the commitment to the Company's management team to acquire an ownership interest in the Company's share capital (see Note 19).

Reasons that justify the classification of income from dividends and impairment losses on non-current assets within operating results (see Note 3 e, section vii and Note 16).

• Changes in accounting estimates

Although estimates are calculated by the Company's directors based on the best information available at 31 December 2021 and 2020, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments made in future reporting periods is recognised prospectively.

Notes to the Annual Accounts

2021

3. Significant accounting policies

The accounting principles and measurement criteria contained in the General Chart of Accounts have been used to prepare the annual accounts at 31 December 2021 and 2020.

The most significant ones are summarised as follows:

a) Foreign currency transactions, balances and cash flows

Foreign currency transactions have been translated into Euros using the exchange rate prevailing at the transaction date.

Monetary assets and liabilities denominated in foreign currency are translated to euros at the closing exchange rate, while non-monetary items measured at historical cost are translated at the exchange rate prevailing at the transaction date.

In the cash flow statement, cash flows from foreign currency transactions have been translated into Euros at the exchange rates at the dates the cash flows occur.

The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currency is presented under a separate caption in the statement of cash flows as Effect of exchange rate fluctuations.

Exchange gains and losses arising on the settlement of foreign currency transactions and on the translation into euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

b) Intangible assets

Intangible assets are measured at cost of acquisition or production. The production cost of inventories includes the acquisition cost of the asset, other consumables and the costs directly related to the units produced and a systematically calculated portion of either the variable or fixed indirect costs incurred during the transformation process.

Production costs are capitalised in the income statement under Self-constructed assets. Intangible assets are presented in the balance sheet at cost, less any accumulated amortization and impairment allowances.

Subsequent costs incurred in intangible assets are recorded as expenses, unless they increase the future economic benefits expected from the assets.

i. Computer software

Computer software acquired and produced by the Company, including website development costs, is recognised when it meets the conditions for consideration as development costs.

Expenditure on developing a website to promote and advertise the Company's own products or services is recognised as an expense when incurred.

Computer software maintenance costs are charged as expenses when incurred.

ii. Research and development

Expenses related to research activities are recognised as an expense in the income statement when incurred.

The Company capitalises the development costs incurred in specific and individualised projects that meet the following conditions:

Payments attributable to the performance of the project can be measured reliably.
The allocation, assignment and timing of costs for each project are clearly defined.
There is evidence of the project's technical success, in terms of direct operation or sale to a third party of the results thereof once completed and if a market exists.

Notes to the Annual Accounts

2021

The economic and commercial feasibility of the project is reasonably assured.
Financing to develop the project, the availability of adequate technical and other resources to complete the development and to use or sell the resulting intangible asset are reasonably assured.
There is an intention to complete the intangible asset for its use or sale.

If the Company is unable to distinguish the research stage from the development stage, the costs incurred are recognised as research expenses.

Costs recognised in profit and loss in previous years cannot subsequently be capitalised when they meet these conditions.

Upon registration in the corresponding Public Registry, development expenses are reclassified to the caption Patents, licences, trademarks and other similar items.

iii. Useful life and amortisation

The Company assesses the intangible asset's useful life to be either finite or indefinite. An intangible asset is deemed to have an indefinite useful life when there is no foreseeable limit to when it will generate net cash flows.

Intangible assets with finite useful lives are amortised by systematically allocating the amortisable amount over their useful lives using the following criteria:

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

To this end, amortisable amount is understood as acquisition cost less residual value, if applicable.

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

a) There is a commitment from a third part to purchase the asset at the end of its useful life.
b) There is an active market for the intangible asset and:
- i. Residual value can be determined using this market; and
- ii. It is likely that this market subsists at the end of the useful life of the asset.

The Company reviews the residual value, useful life and amortisation method of intangible assets at the end of each reporting period. Changes to initially established criteria are accounted for as a change in accounting estimates.

In accordance with Royal Decree 602/2016 of 2 December, modifying the General Chart of Accounts, goodwill and intangible assets with an indefinite useful life will be amortised over a maximum period of 10 years. No goodwill or intangible assets with indefinite useful life are included on the Company's balance sheet.

iv. Impairment

The Company measures and determines valuation allowances for impairment of intangible assets and any reversals thereof in accordance with the criteria described in the section on property, plant and equipment.

Notes to the Annual Accounts

2021

c) Property, plant and equipment

i. Initial recognition

Property, plant and equipment are measured at cost of acquisition or production. The production cost of inventories includes the acquisition cost of the asset, other consumables and the costs directly related to the units produced and a systematically calculated portion of either the variable or fixed indirect costs incurred during the production process. Production costs are capitalised in the income statement under Self-constructed assets. Property, plant and equipment are presented in the balance sheet at cost, less any accumulated amortization and impairment allowances.

ii. Depreciation

Property, plant and equipment items are depreciated by allocating their depreciable amount on a systematic basis over their useful lives. To this end, depreciable amount is understood as acquisition cost less residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.

Property, plant and equipment are depreciated using the following criteria:

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

The Company reviews the residual value, useful life and depreciation method of property, plant and equipment at the end of each reporting period. Changes to initially established criteria are accounted for as a change in accounting estimates.

iii. Subsequent costs

Subsequent to initial recognition of the asset, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalised. The carrying amount of parts that are replaced is derecognised. Costs of servicing are recognised in profit and loss as incurred.

Replacements of property, plant and equipment which meet the requirements for capitalisation are recognised together with a reduction of the carrying amount of the items replaced. In those cases in which the cost of the replaced items has not been depreciated separately and it is not practicable to determine the carrying amount thereof, the cost of the replacement is used as an indication of the cost of the replaced item at the date it was acquired or constructed.

Impairment of non-financial assets subject to amortisation or depreciation

The Company evaluates whether there are indications of possible impairment losses to verify whether the carrying amount of these assets exceeds the recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use. Additionally, and regardless of the existence of any indication of impairment, the Company tests intangible assets not yet ready to be put to use for potential impairment at least annually.

The calculation of an asset's value in use reflects an estimate of the future cash flows expected to derive from the asset, expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing uncertainty inherent in the asset and other factors that market participants would reflect in pricing the future cash flows expected to derive from the asset. Impairment losses are recognised in the income statement and are only reversed if there has been a change in the estimates used to calculate the asset's recoverable amount.

Notes to the Annual Accounts

2021

Where the Company has reasonable doubts as to the technical success or financial and commercial feasibility of in-progress research and development projects, the amounts in the balance sheet are recognised directly in losses on the disposal of intangible assets in the income statement and may not be reversed.

Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for CGU to which the asset belongs.

Any reversals of impairment losses are charged to the income statement. The increased carrying amount of an asset attributable to a reversal of an impairment loss cannot exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset. After an impairment loss or reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the asset is adjusted in future periods based on its new carrying amount.

d) Leases

i. Lessee accounting

The Company has the right to use certain assets under lease agreements.

Leases in which, at the start of the agreement, the Company assumes substantially all the risks and rewards incidental to ownership of the leased asset are classified as finance leases; all other leases are classified as operating leases.

- Operating leases

Lease payments under an operating lease, net of incentives received, are recognized as an expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern of the lease's benefit.

Contingent rents are recognised as an expense when it is probable that they will be incurred.

e) Financial instruments

i Classification and separation of financial instruments

Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument, when it becomes party to the contract or legal transaction, in accordance with the terms set out therein, either as issuer or investor or buyer thereof.

Furthermore, for measurement purposes financial instruments are classified into financial assets and liabilities at fair value through profit or loss, loans and receivables, debt and payables, investments in the equity of Group companies, joint ventures and associates and financial liabilities. They are classified under the categories above in accordance with the characteristics of the instrument and the purpose that influenced their purchase.

Regular purchases and sales of financial assets are recognized on the trade date; i.e. the date on which the Company commits to purchase or sell the asset.

ii Offsetting principles

A financial asset and a financial liability are offset only when the Company has a legally enforceable right to offset the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

iii Financial assets and liabilities at fair value through profit or loss

This heading includes derivative financial instruments that have not been designated as hedging instruments.

Equity instruments that are not listed on an active market and whose fair value cannot be reliably measured are not classified into this category.

Notes to the Annual Accounts

2021

Financial assets and liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the purchase or issue are recognised as an expense in the income statement as incurred.

After initial recognition, they are recorded at fair value through profit or loss. Fair value is not reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.

iv Loans and receivables

Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. Financial assets included in this category are initially measured at fair value, including transaction costs, and are subsequently measured at amortized cost using the effective interest rate method.

v Investments in the equity of Group companies, joint ventures and associates

Investments included in this category are initially measured at cost, which is equivalent to the fair value of the consideration paid plus directly attributable transaction costs. That is, inherent transaction costs are capitalized.

Group companies are those over which the Company, either directly, or indirectly through subsidiaries, exercises control as defined in article 42 of the Spanish Code of Commerce, or when the companies are controlled by one or more individuals or entities acting jointly or under the same Management through agreements or statutory clauses.

Control is the power to govern the financial and operating policies of an entity or business so as to obtain benefits from its activities. In assessing control, potential voting rights held by the Company or other entities that are exercisable or convertible at the end of each reporting period are considered.

Associates are defined as the entities over which the Company has significant influence, either directly or through other subsidiaries. Significant influence is the power to participate in the financial and operating policy decisions of a company but no control or joint control over it is held. The existence of potential voting rights that are exercisable or convertible at the end of each reporting period, including potential voting rights held by the Company or other companies, are considered when assessing whether an entity has significant influence.

After initial recognition, they are measured at cost less any accumulated impairment, if applicable.

If an investment no longer meets the conditions for classification in this category, it is reclassified to available for sale investments and it is measured as such from the date of reclassification.

At least at year end, the necessary value adjustments are carried out provided there is objective evidence that the carrying value of an investment will not be recoverable. If amount of the impairment loss is measured as the difference between the carrying amount and the recoverable amount, the latter of which is understood to be the higher of the fair value less costs to sell and the present value of estimated future cash flows from the investment (see section x).

vi Interest and dividends

Interest is recognised using the effective interest rate method.

Dividends from investments in equity instruments are recognised when the Company is entitled to receive them and they are recorded under revenue given the Company's business activity. If the dividends are clearly derived from profits generated prior to the acquisition date because amounts higher than the profits generated by the investment since acquisition have been distributed, the carrying amount of the investment is reduced.

vii Fair value

Fair value is the amount for which an asset could be exchanged or a liability settled between knowledgeable, willing buyers and sellers on an arm's length basis. The Company generally applies the following systematic hierarchy to determine the fair value of financial assets and financial liabilities:

Firstly, the Company applies the quoted prices of the most advantageous active market to which it

Notes to the Annual Accounts

2021

has immediate access, adjusted where necessary to reflect any difference in credit risk between the instruments commonly traded and the instrument being measured. For this purpose, the bid price is used for assets purchased or liabilities to be issued and the offer price for assets to be purchased or liabilities issued. If the Company has assets and liabilities that offset market risks against each other, average market prices are used for the offset risk positions, applying the appropriate price to the net position.

If there are no market prices available, the prices of recent transactions are used, adjusted for conditions.
Otherwise, the Company applies generally accepted valuation techniques using, insofar as is possible, market data and, to a lesser extent, specific Company data.

viii Amortised cost

The amortised cost of a financial asset or liability is the amount for which it was initially measured less repayment of the principal, plus or less the gradual accumulated allocation or repayment, using the effective interest rate method, of any difference existing between the initial value and the repayment value at maturity, less any decrease due to impairment loss or default.

Additionally, the effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument, or shorter where appropriate, to the carrying amount of the financial asset or liability. For financial instruments in which the variable to which commissions, basis points, transactions costs, discounts and premiums are related is reviewed at market rates before expected maturity, the amortization period is that until the next review of conditions.

Cash flows are estimated considering all contractual conditions of the financial instrument, excluding future credit losses. The calculation includes the commissions and basis points of interest paid or received by the parties to the contract, as well as the transaction costs and any other premium or discount. In the event that the Company cannot reliably estimate cash flows or the expected life of a financial instrument, contractual cash flows over the whole contractual period are used.

ix Impairment of financial assets

A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset and that event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Impairment of financial assets measured at amortized cost

At least at year end, the Company analyses whether there is objective evidence of impairment of a financial asset or a group of financial assets with similar risk characteristics assessed collectively, as a result of one or more events occurring after their initial recognition causing a reduction or delay in estimated future cash flows, which may be due to debtor insolvency.

Should this evidence exist, the impairment loss is calculated as the difference between the carrying value and the current value of the future cash flows, including, if applicable, cash flows from collateral and personal guarantees expected to be generated, discounted at the effective interest rate calculated upon initial recognition. For variable rate financial assets, the effective interest rate corresponding to the closing date of the annual accounts under the contractual conditions is used. The Company uses formula-based approaches or statistical methods to determine impairment losses in a group of financial assets.

Impairment adjustments, and the reversal thereof when the amount of the loss decreases due to causes relating to a subsequent event, are recognised as expenses or income, respectively, in the income statement. Impairment reversal is limited to the carrying amount at which the asset would be recognised at the reversal date had the impairment not been recorded.

In substitution of the present value of the future cash flows, the Company uses the market value of the instrument, provided it is reliable enough to be deemed representative of the value the Company may recover.

Notes to the Annual Accounts

2021

Investments in Group companies, associates and joint ventures and equity instruments carried at cost

Impairment is calculated by comparing the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell.

Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the disposal of the asset, or the estimated cash flows expected to be received from the distribution of dividends and the final disposal of the investment.

Nonetheless, and in certain cases, unless better evidence of the recoverable amount of the investment is available, when estimating impairment of these types of assets, the investee's equity is taken into consideration, adjusted, where appropriate, to generally accepted accounting principles and standards in Spain, corrected for any net unrealised gains existing at the measurement date.

In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.

The recognition or reversal of an impairment loss is recorded in the income statement.

Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies. In this last circumstance, a provision is recognised.

x Financial liabilities at amortised cost

The financial liabilities included in this category are initially measured at fair value, which, unless evidence exists to the contrary, is considered to be the transaction price, which is equivalent to the fair value of the consideration received, less the transaction costs directly attributable thereto. That is to say, inherent transaction costs are capitalised.

For subsequent measurement, the amortised cost method is used. Interest accrued are expensed in the income statement (finance cost), using the effective interest method.

The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor.

f) Derivatives and hedge accounting

The Company uses derivative financial instruments to cover the interest rate and foreign currency risks derived from its activity. Under the Fluidra Group's finance policies, the Company does not acquire or hold financial derivatives for trading. However, the derivative financial instruments that do not qualify as hedging derivatives are recorded as trading instruments.

Derivative financial instruments are initially measured at fair value, plus any transaction costs that are directly attributable to the acquisition or less any transaction costs directly attributable to the issue of the financial instruments. Nonetheless, transaction costs are subsequently recognised in profit and loss, inasmuch as they do not form part of the changes in the effective value of the hedge.

At the inception of the hedge, the Company formally designates and documents the hedging relationship and the risk management objective and strategy for undertaking the hedge. Hedge accounting is only applicable when the hedge is expected to be highly effective at the inception of the hedge and in subsequent periods in achieving offsetting changes in fair value or cash flows attributable to the hedged risk, throughout the period for which the hedge was designated (prospective analysis) and the actual effectiveness, which can be reliably measured, is within a range of 80% - 125% (retrospective analysis).

For cash flow hedges of a forecast transaction, the Company assesses whether the forecast transaction that is the subject of the hedge is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss.

10 Notes to the Annual Accounts

2021

- Cash flow hedges

The Company recognises as recognised income and expense the gain or loss on the measurement at fair value of a hedging instrument that correspond to the portion determined to be an effective hedge. The ineffective portion and the specific component of the gain or loss or cash flows on the hedging instrument, excluding the measurement of the hedge effectiveness, are recognised in change in fair value of financial instruments.

The separate component of equity associated with the hedged item is adjusted to the lesser of the cumulative gain or loss on the hedging instrument from inception of the hedge and the cumulative change in fair value or present value of the expected future cash flows on the hedged item from inception of the hedge. However, if the Company expects that all or part of a loss recognised in equity will not be recovered in one or more future periods, it reclassifies the amount that is not expected to be recovered to profit or loss as finance income or cost.

If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains or losses that were recognised in equity are reclassified to profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss and under the same caption of the income statement.

The Company prospectively discontinues hedge accounting when the circumstances mentioned in fair value hedges occur. In these cases, the cumulative gain or loss on the hedging instrument recognised in equity is not recognised in profit or loss until the forecast transaction occurs. Notwithstanding the foregoing, accumulated amounts in equity are reclassified to changes in the fair value of financial instruments in the income statement when the Company does not expect the transaction to occur.

g) Cash and cash equivalents

Cash and cash equivalents includes cash on hand and demand deposits at banks. This caption also includes other short-term highly-liquid investments readily convertible into specific amounts of cash that do not mature beyond three months.

The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of acquisition and maturity does not exceed six months.

The Company classifies cash flows corresponding to interest earned and interest paid as an operating activity. Dividends received from subsidiaries are classified as operating activities and dividends paid by the Company, as financing activities.

h) Grants, donations and bequests

Grants, donations and bequests are recorded in recognised income and expense when, where applicable, they have been officially awarded, the conditions attached to them have been met or there is reasonable assurance that they will be received.

Financial liabilities comprising implicit assistance in the form of below-market interest rates are initially recognised at fair value. The difference between this value, adjusted where necessary for the issue costs of the financial liability and the amount received, is recognised as a government grant based on the nature of the grant awarded.

i) Own equity instruments held by the Company

The acquisition by the Company of equity instruments is presented separately at acquisition cost as a decrease in shareholders' equity in the balance sheet. In the transactions entered into with own equity instruments no profit or loss is recognised in the income statement.

Transaction costs related to own equity instruments, including issue costs related to a business combination, are recorded as a decrease in reserves, net of any tax effect.

Notes to the Annual Accounts

2021

Dividends related to equity instruments are recorded as a reduction in equity when they are approved by the shareholders in general meeting.

j) Classification of current and non-current assets and liabilities

The Company classifies assets and liabilities in the balance sheet as current and non-current. For these purposes, assets and liabilities are classified as current in accordance with the following criteria:

Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Company's normal operating cycle, they are held primarily for trading, they are expected to be realised within twelve months from the reporting date, or are cash or cash equivalents, unless they are restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
Liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within twelve months after the reporting period, or the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
Financial liabilities are classified as current liabilities when they are due to be settled within twelve months after the reporting date, even if the original term was for a period longer than twelve months, and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorised for issue.
Deferred tax assets and deferred tax liabilities are recognised in the balance sheet as non-current assets and non-current liabilities, irrespective of the expected date of recovery or settlement.

k) Termination benefits

Unless otherwise justified, the Company is obliged to compensate its employees when it terminates their services. Termination benefits are recognised as a liability when the Company has a detailed formal plan for the termination and there is a valid expectation among the affected employees that termination will arise either because the plan has already started to be implemented or because its main characteristics have been published.

Termination benefits for voluntary redundancy are recognised when the scheme is announced and there is no realistic likelihood of the offer being withdrawn. These payments are measured based on the best estimate of the group of employees to be included in the plan.

l) Obligations with employees

In accordance with the agreements signed with executives, in the event of permanent invalidity, a percentage of the previously earned remuneration is paid yearly until death. At 31 December 2021 and 2020, there is no liability under this heading, as the obligation has been outsourced.

m) Share-based payment transactions

The Company recognises a personnel expense for all employee services received in share-based payment transactions upon receipt of said services, and the corresponding increase in equity if the transaction is settled with equity instruments or the corresponding liability if the transaction is paid with an amount based on the value of equity instruments.

The Company recognises equity-settled share-based payments, including non-monetary contributions to capital increases and the corresponding increase in equity, at the fair value of the goods or services received, unless fair value cannot be estimated reliably, in which case value is determined by reference to the fair value of the equity instruments granted.

The delivery of equity instruments as consideration for the services performed by the employees of the Company or third parties providing similar services are measured by reference to the fair value of the equity instruments granted.

Employee benefits paid in the form of equity instruments are recognised by applying the following criteria:

Notes to the Annual Accounts

2021

If the equity instruments granted vest immediately on the grant date, the services received are recognised with a charge to the income statement, with a corresponding increase under Other equity instruments;
If the equity instruments granted vest when the employees complete a specified service period, those services are accounted for during the vesting period, with a credit to Other equity instruments.

The Company measures the fair value of the instruments granted to employees at the grant date.

Market-related vesting conditions are taken into account when calculating the fair value of the equity instruments granted. Vesting conditions, other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for services received is based on the number of equity instruments that eventually vest. Consequently, the Company recognises an amount for the services received during the vesting period based on the best available estimate of the number of equity instruments expected to vest, revising this estimate if the number of equity instruments expected to vest differs from previous estimates.

Once the services received and the corresponding increase under Other equity instruments have been recognised, no additional adjustments to equity are made after the vesting date, without prejudice to making the corresponding reclassifications in equity.

n) Provisions

Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision in the balance sheet is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date.

Single obligations are measured using the individual most likely outcome. If the obligation involves a large number of homogeneous items, it is valued by weighting the possible outcomes by their probabilities. If there is a continuous range of possible outcomes and each point in the range has the same probability as the others, the obligation is valued at the average amount.

Where the Company has subcontracted the hedged risk to a third party through a legal or contractual agreement, the provision is recognised only for the portion of the risk assumed. If it is no longer probable that an outflow of resources will be required to settle an obligation, the provision is reversed.

o) Revenue from the rendering of services

Revenue from the rendering of services is recognised at the fair value of the consideration received or receivable. Volume rebates, prompt payment and any other discounts, as well as the interest added to the nominal amount of the consideration are recognised as a reduction in the consideration.

However, the Company includes interest on trade receivables maturing in less than a year that do not specify a contractual interest rate when the result of upgrading the cash flows is insignificant.

Discounts given to customers are recognised as a reduction in sales revenue when it is probable that the discount conditions will be met.

Revenues associated with the rendering of services are recognised in the income statement by reference to the stage of completion at the reporting date when revenues, the stage of completion, the costs incurred and the costs to complete the transaction can be estimated reliably and it is probable that the economic benefits derived from the transaction will flow to the Company.

The Company recognizes income from ordinary activities when control over promised goods or services to customers is transferred.

In the recognition of revenue the Company follows a process consisting in the following stages:

Notes to the Annual Accounts

2021

1. Identify the contracts with the customers.
1. Identify the obligations to be fulfilled.
1. Determining the transaction price, or consideration of the contract.
1. Allocating the transaction price to the obligations to be fulfilled.
1. Recognizing revenue from ordinary activities when the Company satisfies each promised obligation.

The Company concludes that, in general, a single performance obligation allocated to the transaction price arises and as a consequence, no impacts arising from the adoption of the revenue standard.

p) Income tax

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

Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.

Current and deferred income tax is recognised in profit or loss, except to the extent that the tax arises from: (i) a transaction or event which is recognised, in the same or a different period, outside profit or loss, directly in equity; or (ii) a business combination.

Deductions and other income tax relief granted by public administrations as a decrease on the amount payable for this tax are recognised as a decrease in the corporate income tax expense in the year in which they are accrued.

The Company and other Group companies are taxed under the consolidated tax return regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the tax authorities (see Note 21).

In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group:

Temporary and permanent differences arising from the elimination of profits and losses on transactions between Group companies, derived from the process of determining consolidated taxable income.
* Deductions and credits corresponding to each company forming the consolidated tax group. For these purposes, deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit.

Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are valued using the tax rate of that company.

A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. If there is a tax loss which cannot be offset by the other companies in the consolidated group, these tax loss carryforwards are recognised as deferred tax assets in accordance with the criteria established for their recognition, considering the tax group as the taxpayer.

The Parent of the Group records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables (payables) from/to Group companies and associates.

The amount of the debt relating to the subsidiaries is recognised with a credit (debit) to payables (receivables) to/from Group companies.

Recognition of taxable temporary differences

Deferred tax liabilities deriving from taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income.

Notes to the Annual Accounts

2021

Recognition of deductible temporary differences

Deferred tax assets arising on deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available against which the deductible temporary differences can be utilised. Assets that arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income are not recognised.

Tax planning opportunities are only considered for the purpose of assessing the recoverability of deferred tax assets if the Company intends to use them or it is probable that it will use them.

Measurement

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period and factoring in the tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities.

q) Transactions between Group companies

Transactions between Group companies are recognised at fair value of the consideration given or received. The difference between this value and the amount agreed, if applicable, is recognised in line with the underlying economic substance of the transaction.

On 24 February 2021, the sole shareholder of Fluidra Services España, SLU and Fluidra Engineering Services, SLU, and the board of directors of Fluidra, SA decided and approved, respectively, in their capacity as Transferor Companies and Transferee Company, the global transfer of the assets and liabilities of the former to the latter. Fluidra SA will be subrogated in the ownership of the assets, liabilities, rights and obligations of the transferor companies, in exchange for a consideration paid to their sole shareholders, which will result in the simultaneous extinction without liquidation of the Transferor Companies. This consideration amounts to Euros 632 thousand. This transfer has been completed on 30 April 2021.

The most significant movements of this transfer are set forth in the corresponding notes.

Notes to the Annual Accounts

2021

4. Intangible assets

Details of intangible assets and movement during 2021 and 2020 are as follows:

	Balances at				Balances at
	31/12/2020	Additions	Impairment	Transfers	31/12/2021
Cost
Patents, licences, trademarks and other similar rights	997	37	-	-	1,034
Computer software	37,537	7,423	-	-	44,960
Under construction	164	356	-	-	520
	38,698	7,816	-	-	46,514
Accumulated amortisation
Patents, licences, trademarks and other similar rights	( 857 )	( 31 )	-	-	(888)
Computer software	( 27,038 )	( 4,517 )	-	-	(31,555)
	( 27,895 )	( 4,548 )	-	-	(32,443)
Carrying amount	10,803	3,268	-	-	14,071

Thousands of euros

	Thousands of euros
	Balances at				Balances at
	31/12/2019	Additions	Impairment	Transfers	31/12/2020
Cost
Patents, licences, trademarks and other similar rights	1,208	58	( 269 )	-	997
Computer software	32,717	4,790	-	30	37,537
Under construction	153	41	-	(30)	164
	34,078	4,889	( 269 )	-	38,698
Accumulated amortisation
Patents, licences, trademarks and other similar rights	( 814 )	( 41 )	-	(2)	( 857 )
Computer software	( 22,433 )	( 4,607 )	-	2	( 27,038 )
	( 23,247 )	( 4,648 )	-	-	(27,895)
Carrying amount	10,831	241	( 269 )	-	10,803

a) Patents, licences, trademarks and other similar rights

Additions in 2021 and 2020 mainly relate to exclusivity rights over the Fludira trademark in various countries. No impairment of patents has been recorded in 2021. In 2020, impairment of Euros 269 thousand was recognised on an unused patent.

b) Computer software

Capitalised expenses relate to the cost of software licences acquired, external expenses relating to the development of the corporate ERP and personnel expenses for Company staff involved in the development, which are capitalised in the caption Self-constructed assets. In 2021 computer software amounting to Euros 2,401 thousand (Euros 1,531 thousand in 2020) has been capitalised.

Notes to the Annual Accounts

2021

c) Fully amortised assets

The cost of fully amortised intangible assets still in use at 31 December is as follows:

	Thousands of euros
	2021	2020
Patents, licences, trademarks and other similar rights	276	234
Computer software	22,291	16,508
	22,567	16,742

d) Transfer of assets

Movement relating to the transfer of assets is included in the additions column at the carrying amount thereof. This amount stands at Euros 87 thousand in 2021.

5. Property, plant and equipment

Details of property, plant and equipment and movement during 2021 and 2020 are as follows:

Thousands of euros
Balances at				Balances at
31/12/2020	Additions	Disposals	Transfers	31/12/2021

1,946	3,108	( 1,345 )	19	3,728
5,087	705	( 3,070 )	-	2,722
19	216	-	(19)	216
7,052	4,029	( 4,415 )	-	6,666

( 1,231 )	( 571 )	1,332	-	(470)
( 3,880 )	( 593 )	3,062	-	(1,411)
( 5,111 )	( 1,164 )	4,394	-	(1,881)
1,941	2,865	( 21 )	-	4,785

	Thousands of euros
	Balances at				Balances at
	31/12/2019	Additions	Disposals	Transfers	31/12/2020
Cost
Other installations, equipment and furniture	1,936	10	-	-	1,946
Other property, plant and equipment	4,255	826	-	6	5,087
Under construction	7	18	-	(6)	19
	6,198	854	-	-	7,052
Accumulated depreciation
Other installations, equipment and furniture	( 1,081 )	( 150 )	-	-	(1,231)
Other property, plant and equipment	( 3,449 )	( 431 )	-	-	(3,880)
	( 4,530 )	( 581 )	-	-	(5,111)
Carrying amount	1,668	273	-	-	1,941

Notes to the Annual Accounts

2021

Additions and disposals for 2021 are largely due to the transfer of the main offices from Sabadell to Sant Cugat (see notes 1 and 6).

a) Fully depreciated assets

The cost of fully depreciated property, plant and equipment still in use at 31 December is as follows:

	Thousands of euros
	2021	2020
Other installations, equipment and furniture	171	1,287
Other property, plant and equipment	748	3,684
	919	4,971

b) Insurance

The Company has taken out several insurance policies to cover the risks to which its property, plant and equipment items are exposed. The coverage of these policies is considered sufficient.

c) Transfer of assets

Movement relating to the transfer of assets is included in the additions column at the carrying amount thereof. This amount stands at Euros 254 thousand in 2021.

6. Operating leases - Lessee

The Company has leased from third parties several floors in office buildings and parking spaces, as well as several vehicles and other assets under operating leases.

The most significant lease contracts are as follows:

Office building in calle Alcalde Barnils, 69-71 in Sant Cugat del Vallés, where the Fluidra Group's headquarters is located. This agreement came into force on 1 January 2021 for a renewable 5-year term with a 5-month grace period.
Offices in calle Ametllers, 6 in Polinyà (Barcelona). The lease matured in December 2021.
To replace the above, another warehouse in Polinyà (Barcelona) has been rented, which is located at calle Santiago Russinyol 14. This agreement came into force on 1 November 2021 and has a 5-year term.
The Company leases the offices located in calle Lluis Companys nº 51 in Granollers and other assets to other Group companies under operating lease agreements.

Operating lease payments recognised as an expense for the year are as follows:

	Thousands of euros
	2021	2020

Leased offices and parking spaces	624	488
Leased vehicles	308	249
Other assets under lease	133	195
	1,065	932

Notes to the Annual Accounts

2021

The future minimum lease payments under non-cancellable operating leases are as follows:

		Thousands of euros
	2021	2020

Under one year	1,154	823
From one to five years	3,514	2,712
Over 5 years	2,484	2,459
	7,152	5,994

7. Investments in equity instruments of Group companies and associates

Non-current

Movement in non-current investments in equity instruments of Group companies and associates in 2021 and 2020 is as follows:

	Thousands of euros
	Balances at				Balances at
	31/12/2020	Additions	Disposals	Transfers	31/12/2021
Equity instruments
Transactions with Group companies and associates	1,427,992	13,404	-	-	1,441,396
Loans to companies
Non-current loans to Group companies and associates	1,146	8	( 1,124 )	-	30
Net carrying amount	1,429,138	13,412	( 1,124 )	-	1,441,426

	Thousands of euros
	Balances at				Balances at
	31/12/2019	Additi	Dispos	Transfers	31/12/2020
		ons	als

Equity instruments
Investments in Group companies and associates	1,423,817	4,175	-	-	1,427,992
Loans to companies
Non-current loans to Group companies and associates	1,293	35	( 121 )	( 61 )	1,146
Net carrying amount	1,425,110	4,210	( 121 )	( 61 )	1,429,138

a) Investments in Group companies and associates

The company's investment relates to its sole subsidiary, Fluidra Finco, S.L.U.

Information relating to remaining interests in Group companies and associates is presented in Appendix I.

Notes to the Annual Accounts

2021

In 2021, the Company has made the following movements in investments in Group companies:

The Company increased its investment in the subsidiary Fluidra Finco, S.L. as a result of the long-term variable remuneration plan aimed at Fluidra, S.A.'s executive directors and management team and the subsidiaries that make up the consolidated group, via share-based equity instruments for a total amount of Euros 13,404 thousand.

None of the Group companies in which the Company has holdings are listed on the stock exchange.

In accordance with article 13.1 of the rewritten text of the Spanish Companies Act, Group companies that are single shareholder companies are entered as such on the Mercantile Register.

The recoverable amount of the groups and companies in which the Company has interests is determined on the basis of the higher of fair value less costs of disposal and value in continuing use. These calculations use cash flow projections based on finance budgets and/or strategic plans, approved by Management, for the cash generating units to which goodwill has been allocated and covered a period of five years. These projections are corrected on the basis of the level of compliance with strategic plans and/or financial budgets achieved in prior years. The estimated long-term growth rate is between 1.73% and 2.33% (between 1.64% and 2.26% in 2020) and does not exceed the medium to long-term growth rate for the markets in which the CGUs operate. The discount rates after taxes used range between 6.21% and 10.63% (between 6.24% and 10.47% in 2020). However, this recoverable value is analysed from an individual perspective for each of the directly and indirectly held subsidiaries of the Company, based on the forecast evolution of each subsidiary in line with the average projections and discount rates used for CGUs, taking into account their borrowings.

The Group's market capitalization at 31 December 2021 amounts to Euros 6,886.1 million (Euros 4,098.4 million at 31 December 2020).

The Company has not recorded any valuation adjustments in 2021 or 2020.

b) Loans to Group companies

At 31 December 2021, no loans have been granted to Group companies, except for a security deposit totalling Euros 30 thousand. At 31 December 2020, there were two loans granted to Fluidra Australia Pty Ltd for Euros 1,576 thousand.

In March 2021, the loans granted to the Group company Fluidra Australia Pty were settled.

Movement relating to the transfer of assets is included in the additions column at the carrying amount thereof. This amount stands at Euros 8 thousand in 2021.

Current

Details of current investments in Group companies and associates at 31 December 2021 and 2020 are as follows:

	Thousands of euros
	2021	2020
Receivables from Group companies under the consolidated tax regime	11,100	9,126
Cash-pooling receivables (Fluidra Finco, S.L.U)	180,292	250,504
Receivables from Group companies for current loans	92	1,088
	191,484	260,718

Cash-pooling debts reflect the company's debtor and creditor balances in the Group's centralised cash pooling accounts, the head of which is Fluidra Finco, S.L.U.

Notes to the Annual Accounts

2021

Balances receivable under this heading from several Group companies subject to the consolidated tax regime are recorded under Receivables from Group companies under the consolidated tax regime (see Note 13).

8. Non-current investments

Details of non-current investments and movement in 2021 and 2020 are as follows:

		Thousands of euros
	Balances at				Balances at
	31/12/2020	Additions	Dispos als	Transfers	31/12/2021
Equity instruments	-	-	-	-	-
Other financial assets
Other financial assets	1,361	9	( 55 )	-	1,315
	1,361	9	( 55 )	-	1,315
Net carrying amount	1,361	9	( 55 )	-	1,315

	Thousands of euros
	Balances at				Balances at
	31/12/2019	Additions	Dispos als	Transfers	31/12/2020
Equity instruments	-	-	-	-	-
Other financial assets
Other financial assets	1,202	172	( 13 )	-	1,361
	1,202	172	( 13 )	-	1,361
Net carrying amount	1,202	172	( 13 )	-	1,361

Equity instruments are classified under available for sale financial assets, while other financial assets and noncurrent loans to Group companies, current investments in Group companies and associates (see Note 7) and trade and other receivables (see Note 9) are classified under loans and receivables. There are no significant differences between the fair values and the carrying amounts of these categories.

Other financial assets mainly includes the non-current receivable from shareholders and non-current security deposits.

Movement relating to the transfer of assets is included in the additions column at the carrying amount thereof. This amount stands at Euros 3 thousand in 2021.

Notes to the Annual Accounts

2021

9. Trade and other receivables

Details of trade and other receivables are as follows:

		Thousands of euros
	Balances at	Balances at
	31/12/2021	31/12/2020

Receivables, Group companies	15,464	2,529
Other receivables	83	110
Current income tax assets (see Note 21)	10,335	5,515
Public entities	1,473	1,177
	27,355	9,331

During 2021 and 2020 there have been no impairment adjustments.

10. Equity

a) Share capital

At 31 December 2021 Fluidra, S.A.'s share capital consists of 195,629,070 ordinary shares with a par value of Euros 1 each, fully subscribed. The shares are represented by book entries and are established as such by being recorded in the corresponding accounting record. The shares bear the same political and financial rights.

On 31 October 2007, Fluidra, S.A. (the "Company") completed its initial public offering process through the public offering of 44,082,943 ordinary shares with a par value of Euro 1 each.

Since this date, the shares representing share capital are quoted on the Barcelona and Madrid stock exchanges, and also on the continuous market.

On 2 July 2018, and within the framework of the merger agreement between the Fluidra Group and the Zodiac Group, Fluidra, S.A. increased its share capital for a nominal amount of Euros 83,000,000 by issuing and circulating 83,000,000 ordinary shares of Euros 1 par value each, which were fully subscribed by Piscine Luxembourg Holdings 2 S.à.r.l. The difference between the fair value of the equity received by Fluidra, S.A. by virtue of the merger and the par value was allocated to the share premium.

The Company only knows the identity of its shareholders through the information that they voluntarily provide or in compliance with applicable regulations. In accordance with the Company's information, the structure of significant ownership interest at 31 December 2021 and 2020 is as follows:

Ownership percentage

	31/12/2021	31/12/2020
Rhône Capital L.L.C.	11.47%	32.22%
Boyser, S.R.L.	7.59%	8.13%
Dispur, S.L.	7.11%	7.11%
Edrem, S.L.	6.93%	6.92%
Piumoc Inversions, S.A.U.	5.50%	5.50%
G3T, S.L.	5.00%	0.00%
Maveor, S.L.	5.00%	5.00%
Other shareholders	51.40%	35.12%
	100.00%	100.00%

Notes to the Annual Accounts

2021

b) Share premium

This reserve can be freely distributed, except as established in section c) ii) of this note.

c) Reserves

The breakdown of this heading is as follows:

		Thousands of euros
	Balances at	Balances at
	31/12/2021	31/12/2020
Legal reserve	39,126	39,126
Voluntary reserve	342,795	248,318
	381,921	287,444

i) Legal reserve

Pursuant to article 274 of the Spanish Companies Act, 10% of profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. At 31 December 2021 this legal reserve is fully funded.

This reserve can be used to increase capital by the amount exceeding 10% of the new capital after the increase. Otherwise, until it exceeds 20% of share capital and provided there are no sufficient available reserves, the legal reserve may only be used to offset losses.

At 31 December 2021 and 2020 this legal reserve is fully funded.

ii) Voluntary reserve

The Company's voluntary reserves at 31 December 2021 amounting to Euros 342,795 thousand (Euros 248,318 thousand at 31 December 2020), as well as the share premium and profit/(loss) for the year, are freely available, but are subject to the legal restrictions on distribution included in article 273 of the rewritten text of the Spanish Companies Act in Royal Decree 1/2010 of 2 July.

d) Dividends

According to the minutes of the Company's ordinary general shareholders' meeting held on 6 May 2021, agreement was made to pay a cash dividend charged to freely available voluntary reserves of Euros 0.40 gross per eligible Company share, resulting in a maximum total dividend of Euros 78,251,628 if the distribution were to be made on all of the Company's ordinary shares. This dividend was paid out in two equal payments on 6 July 2021 and 3 November 2021.

e) Treasury shares

The movement in treasury shares during 2021 and 2020 is as follows:

		Euros
	Number	Face value	Average acquisition/disposal price
Balance at 01.01.20	1,581,398	1,581,398	8.8527
Acquisitions	2,416,594	2,416,594	15.6149
Disposals	( 1,454,254 )	( 1,454,254 )	( 15.0182 )
Balance at 31.12.20	2,543,738	2,543,738	14.0899
Acquisitions	9,318,560	9,318,560	29.8281
Disposals	( 6,065,987 )	( 6,065,987 )	( 31.6353 )
Balances at 31.12.21	5,796,311	5,796,311	29.0687

Notes to the Annual Accounts

2021

The time and maximum percentage limits of treasury shares meet the statutory limits.

No Group company owns shares in the Parent.

f) Valuation adjustments

This caption includes results on the measurement at fair value of the hedging instrument that corresponds to the portion identified as an efficient hedge, net of tax effect, if any.

g) Proposed distribution of results

The allocation of the Company's results for the year ended 31 December 2020, approved by shareholders at their general meeting on 6 May 2021, and the proposed distribution of the Company's 2021 results are as follows:

		Euros
	31/12/2021	31/12/2020
Basis of allocation:
Profit for the year	( 29,869,613.97 )	139,986,046.50
Distribution:
To the legal reserve	-	-
To voluntary reserves	-	99,233,984.73
Interim dividend	-	40,752,061.77
To prior years' losses	( 29,869,613.97 )	-
	( 29,869,613.97 )	139,986,046.50

The Board of Directors of Fluidra, S.A. will propose to the General Shareholders' Meeting the distribution of a dividend against voluntary reserves of Euros 0.85 per share.

11. Provisions

A breakdown of is as follows: Other provisions

	Thousands of euros
	2021	2020

Provisions for taxes	10,840	8,105
Provisions for obligations with employees	802	-
Litigation and other liabilities	5	5
Total	11,647	8,110

Non-current provisions is broken down into three headings: Provisions for taxes to cover potential risks related to tax obligations ; Provisions for obligations to employees recorded in accordance with employment legislation to cover potential future employee compensation and benefits; and which Provisions for litigation and other liabilities, includes provisions recorded in connection with contingencies arisen as a result of the Company's activities.

Notes to the Annual Accounts

2021

Movements during 2021 and 2020 are as follows:

	Provisions for obligations with employees	Litigation and other liabilities	Provision for taxes	Total
At 1 January 2020	15	5	2,516	2,536
Allocations	-	-	5,589	5,589
Applications	( 15 )	-	-	(15)
At 31 December 2020	-	5	8,105	8,110
Allocations	802	-	2,735	3,537
Applications	-	-	-	-
At 31 December 2021	802	5	10,840	11,647

12. Current and non-current bank loans and borrowings and other marketable securities

So as to reduce finance costs and diversify sources of financing, Fluidra, S.A. launched a programme of promissory notes on the Alternative Fixed Income Market (MARF). On 3 June 2021,the scheme was extended for a further year and for Euros 150 million. There is a debt at 31 December 2021 of Euros 120 million, which represents the entire balance of this heading (there was no debt amount at 31 December 2020).

13. Debt with Group companies and associates

The breakdown of this heading is as follows:

	Thousands of euros
	Balances at	Balances at
	31/12/2021	31/12/2020
Group companies	2,912	5,571
Payables to Group companies under the consolidated income tax regime	7,073	6,040
	9,985	11,611

Balances payable under this heading from different Group companies subject to the consolidated tax regime are recorded under Payables to Group companies under the consolidated tax regime (see Note 21).

Notes to the Annual Accounts

2021

14. Trade and other payables

The breakdown of this heading is as follows:

	Thousands of euros
	Balances at	Balances at
	31/12/2021	31/12/2020
Creditors	8,013	6,093
Public entities	1,381	1,257
Remuneration payable	9,599	5,077
Other debt	-	143
	18,993	12,570

15. Risk management policy

The Company's activities are exposed to various financial risks: market risk (currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company focuses its risk management on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks.

Market, liquidity, foreign exchange and interest rate risk management is monitored by the Group's Central Cash Department in accordance with the policies defined by the Group. This department identifies, evaluates, and covers financial risks in close collaboration with the Group's operating units.

Credit risk is managed centrally by the Company in accordance with the parameters set out in Group policies.

a) Credit risk

Credit risk exists when a potential loss may arise from Fluidra, S.A.'s counterparties not meeting their contractual obligations, that is, due to not collecting the financial assets according to the established amounts and time frame.

The accompanying table shows the ageing analysis of Trade and other receivables which are past due but not impaired at 31 December 2021 and 2020 as they are mainly debts with Group companies.

	Thousands of euros
	2021	2020
Not due	1,113	429
Past due	14,434	2,210
0 - 90 days	13,246	1,208
90 - 120 days	333	131
More than 120 days	855	871

Notes to the Annual Accounts

2021

b) Liquidity risk

Liquidity risk is the possibility that Fluidra, S.A. will not have sufficient funds or access to sufficient funds at an acceptable cost to meet its payment obligations at all times.

The Company applies a prudent policy to cover its liquidity risks based on having sufficient cash and marketable securities, as well as sufficient financing through credit facilities, to settle market positions. Due to the dynamic nature of the underlying businesses, the Group's Treasury Department aims to maintain sufficient headroom on its undrawn committed borrowing facilities.

During the next few months, based on its cash flow forecasts, the Company does not expect any difficulties in terms of liquidity.

c) Foreign currency risk

The Company is not significantly exposed to foreign currency risk.

Currency risk is associated with recognised assets and liabilities. Details of financial assets and liabilities in foreign currencies and transactions in foreign currencies are provided in Notes 7 and 12.

Although the Company arranges forward contracts for the economic hedging of foreign currency risks, not all of them are recognised applying hedge accounting.

The Company manages the foreign currency risk of future commercial transactions, recognised assets and liabilities by forward currency contracts entered into by the Group's Finance Department. Foreign exchange risk arises when future commercial transactions or firm commitments, recognised assets and liabilities and net investments in foreign operations are denominated in a currency that is not the Company's functional currency. The Company has several indirect investments in foreign operations whose net assets are exposed to foreign currency translation risk. The Group manages the foreign currency risk relating to the net assets of its foreign operations in Australia and the United States mainly by holding borrowings denominated in the related foreign currency.

d) Cash flow interest rate risk

Income and cash flows from operating activities are not significantly exposed to the risk of changes in market interest rates.

There are no significant cash flow interest rate risks.

The Company manages cash flow interest rates in coordination with the Group.

e) Market risk

The Company is not exposed to significant market risk.

16. Income and expenses

a) Revenue

Revenue in 2021 and 2020 relates to consultancy services rendered to Group companies and dividends (see Note 18).

FLUIDRA, S.A.

Notes to the Annual Accounts

2021

b) Personnel expenses

Details of personnel expenses in 2021 and 2020 are as follows:

	Thousands of euros
	Balances at Balances at
	31/12/2021	31/12/2020
Salaries, wages and indemnities	30,385	20,476
Social Security payable by the company	4,848	3,317
Payments to personnel in equity instruments	12,692	4,887
Other employee benefits expense	1,162	443
	49,087	29,123

17. Employee information

The average headcount in 2021 and 2020 of the Company's personnel and directors, distributed by category, is as follows:

31/12/2021	31/12/2020

12	12
6	2
93	63
266	170
377	247

(*) The Board Members category includes two senior managers in 2021 and 2020.

At year end the distribution by gender of personnel and the directors is as follows:

	31/12/2021		31/12/2020
	Male	Female	Male	Female
Board members (*)	10	2	11	1
Management	4	1	2	-
Sales, logistics and production staff	82	29	47	19
Administration and purchasing staff	162	144	115	65
	258	176	175	85

(*) The Board Members category includes two senior managers in 2021 and 2020.

The average number of employees with a disability equal to or greater than 33% during 2021 is 4 employees, with one from the professional category "Sales, logistics and production" and 3 from the "Administration and purchasing staff" category. In 2020 there were 3 employees with a disability equal to or greater than 33%; one of them from the "Sales, logistics and production" and the other two from the "Administration and purchasing staff" categories.

Notes to the Annual Accounts

2021

18. Transactions with Group companies and associates

Details of the most important transactions with Group companies and associates are as follows:

		Thousands of euros
	31/12/2021	31/12/2020
Income
Dividends	-	163,000
Services rendered	35,988	25,903
Interest income	-	-
Total income	35,988	188,903
Expenses for services received	658	5,075
Total costs	658	5,075

Details of the dividends recorded in 2021 and 2020 are as follows:

		Thousands of euros
	31/12/2021	31/12/2020
Fluidra Finco, S.L.U.	-	163,000
	-	163,000

The Company only receives dividends from the subsidiary Fluidra Finco, S.L.U.

The income caption Services rendered includes necessary recurrent services rendered by Fluidra, SA. to the Group companies in the area of management and administration. The main services included fall under the following areas: Chairperson, Board of Directors and CEO, General Director of Operations, Internal Auditing, Finance, Investor Relations, Legal Services, Tax, Investments and Acquisitions, Human Resources, Supply Chain, IT Systems, Communication and Marketing, Lean Management, Procurement, E-Business, Planning and Analysis, General Division Management, General Services (telephony, travel and insurance) and Technical Office and Sales Support.

Furthermore, since May 2021 and the transfer of assets from Fluidra Services España, S.L.U. and Fluidra Engineering Services, S.L.U, the Company renders administrative, accounting and risk management services and project management to the Group's various subsidiaries.

19. Information on the Directors

a) Remuneration and balances with the Company's Directors and senior management

No advances or loans have been given to key senior management personnel or Directors.

The remuneration earned by key management personnel and Directors of the Company is as follows:

Notes to the Annual Accounts

2021

	Thousands of euros
	31/12/2021	31/12/2020
Total key management personnel	2,999	2,334
Total Directors of the Company (*)	5,637	6,643

(*) At 31 December 2021, of the Total Directors of the Company heading, a portion of the remuneration (Euros 5,637 thousand) is paid by the Parent company (Euros 6,643 thousand in 2020)

The members of the Company's Board of Directors have received Euros 1,214 thousand in the twelve-month period ended 31 December 2021 (Euros 1,216 thousand in 2020) from the consolidated companies in which they act as board members. Similarly, the members of the Board of Directors have received Euros 120 thousand in compensation for travel expenses in 2021 (Euros 120 thousand in 2020).

Additionally, for their executive duties, they have received Euros 4,303 thousand in the twelve-month period ended 31 December 2021 (Euros 5,478 thousand in the same period in 2020). The executive function includes remuneration in kind corresponding to the share plan, a vehicle and life insurance.

During the twelve-month period ended 31 December 2021 the Company has taken out life insurance policies and has recognised an expense of Euros 29 thousand (Euros 84 thousand in 2020) to cover survival, death and temporary and permanent incapacity contingencies.

In addition, during the year ended 31 December 2021, the Company made contributions to benefit plans amounting to Euros 41 thousand (Euros 47 thousand in 2020).

During 2021, civil liability insurance premiums for all the Group's directors to cover damages arising in the performance of duties during the year have been paid amounting to Euros 170 thousand (Euros 47 thousand in 2020).

In addition to the above-mentioned, the Group has no pension plan or life insurance policies for former or current members of the Board of Directors or key management personnel, nor has it given any guarantees on their behalf.

The Group's key management includes the executives that answer directly to the Board of Directors or senior management, as well as the internal auditor.

On 27 June 2018 the General Meeting of Shareholders approved a long-term variable remuneration plan for executive directors and the executive team of Fluidra, S.A. and the subsidiaries comprising the consolidated group. This plan includes the delivery of Fluidra, S.A., shares, taking place following the merger.

The 2018-2022 plan entails the concession of a certain number of PSUs (point of sale units) which will be taken as a reference to determine the final number of shares to be delivered to the beneficiaries after a certain period of time, provided that certain strategic objectives of the Fluidra Group are met and the requirements set forth in the Regulations are fulfilled.

The specific number of shares in Fluidra, S.A. in terms of the PSUs on concession and attached to the compliance of the financial targets, will be established based on the following metrics:

a) The evolution of Fluidra, S.A.'s Total Shareholder Return (TSR) in absolute terms.
b) The evolution of the Fluidra Group's EBITDA.

For the purposes of measuring the evolution of the TSR, the initial value taken shall be the price per share in Fluidra, S.A. that was used to calculate the exchange equation resulting from the merger between the Fluidra and Zodiac Groups, i.e. Euros 8. The target EBITDA is the amount resulting from the approved Fluidra, S.A. strategic plan.

The 2018-2022 plan covers the years from 1 January 2018 to 31 December 2021 and there is, therefore, an additional period of one year up to 31 December 2022 during which the beneficiaries will remain on the plan.

Notes to the Annual Accounts

2021

The maximum number of shares to be distributed under the 2018-2022 plan is 5,737,979 shares.

At 31 December 2021 the best estimate of the fair value of the plan's total amount comes to approximately Euros 51,460 thousand, which will be settled in full in equity instruments. At 31 December 2021, an equity increase was recorded in this respect for the amount of Euros 24,332 thousand (Euros 6,889 thousand at 31 December 2020).

Certain members of Zodiac Group management held payment agreements based on shares in the company Piscine Luxembourg Holdings 1 S.à r.l. (LuxCo) signed between both parties during the first half of 2017 (the Original Plan), The merger agreements between Fluidra and LuxCo stipulated the replacement of this Original Plan with an alternative plan (the Replacement Plan) in the terms signed between Rhône Capital L.L.C. and beneficiary management staff, in order for the plan to be aligned with, and not to preclude, the objectives and schedule of the 2018-2022 Incentive Plan to be implemented by Fluidra.

The Replacement Plant grants management staff three different instruments:

Share units in LuxCo convertible to shares in Fluidra, S.A. or cash at the date of their liquidation by the management staff who are currently shareholders of LuxCo and subject to the Original Plan ("Common Equity roll-over").
Share units in LuxCo convertible to shares in Fluidra, S.A. or cash at the date of their liquidation by the management staff who hold the MIV in an equivalent number of shares to the value of the MIV under the Original Plan ("MIV Interest roll-over").
Restricted additional share units in LuxCo, convertible to shares in Fluidra, S.A. or cash at the liquidation date ("Restricted shares").

Generally speaking, the stated instruments are subject to conditions of permanency as employees of the Company, complying with Rhône Capital L.L.C.'s financial objectives, share lock-up periods and repurchase options in the event the member of management staff leaves the company. The periods of consolidation of rights and/or lock-in periods, whichever the case, depend on the total or partial departure of Rhône Capital L.L.C. from Fluidra, S.A. in line with the different tranches contained in the three aforementioned instruments of the plan. In all cases the commitments are payable entirely in Fluidra, S.A. shares or cash.

The change of plan in these circumstances should be analysed in order to determine to what extent the impact should be counted as services performed before the transaction, after it, or a combination of both. The services counted prior to the transaction were included in the price paid, whilst services counted after the transaction date are taken to the income statement as long-term salaries throughout the remaining period until the right accrues. In this case, although it impacts on the income statement by way of services rendered by management staff who are beneficiaries of the plan, Fluidra, S.A. is not required to settle the Replacement Plan since Rhône Capital L.L.C. is obliged to pay for the plan. Consequently, the percentage that does not belong to Rhône Capital L.L.C. is reflected in the grants heading, net of the tax effect.

The best estimate of services counted after the transaction amounts to Euros 11,479 thousand (Euros 11,479 thousand at 31 December 2020). At 31 December 2021, an equity increase was recorded in this respect for the amount of Euros 1,396 thousand, net of the tax effect (Euros 2,202 thousand at 31 December 2020).

b) Transactions other than ordinary business or under terms differing from market conditions carried out by the directors of the Company

During 2021 and 2020 the Directors have not carried out any transactions with the Company or with Group companies other than those conducted on an arm's length basis in the normal course of business.

c) Conflicts of interest for the Directors of the Parent Company

Neither the Company's directors nor any persons related to them were party to any conflicts of interest requiring disclosure in these Notes pursuant to the provisions of article 229 of the consolidated text of the Corporate Enterprises Act.

Notes to the Annual Accounts

2021

20. Other commitments and contingencies

At 31 December 2021 and 2020 the Company has not presented any mortgage guarantees.

At 31 December 2021, the Company has guarantees from financial institutions and other companies amounting to Euros 178 thousand (Euros 336 thousand in 2020), of which none are technical guarantees.

21. Taxation

During 2021, the Company continues to be taxed under the consolidated tax return regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the tax authorities. The companies that make up this tax group are: Fluidra Export, S.A., Cepex, S.A.U., Fluidra Commercial, S.A.U., Fluidra Comercial España, S.A.U., Industrias Mecánicas Lago, S.A.U., I.D.Electroquímica, S.L., Inquide, S.A.U., Poltank, S.A.U., Fluidra Global Distribution, S.L.U., Sacopa, S.A.U., Talleres del Agua, S.L.U., Togama, S.A.U., Trace Logistics, S.A.U., Unistral Recambios, S.A.U, Innodrip, S.L.U, Fluidra Finco, S.L., Fluidra Engineering Services, S.L.U. and Fluidra Services Espanya, S.L.U. Given the transfer of assets and liabilities from Fluidra Engineering Services S.L.U. and Fluidra Services Espanya, S.L.U. to Fluidra, S.A., Fluidra Engineering Services, S.L.U. and Fluidra Services Espanya, S.L.U. were only included in the consolidated group for the first four months of the year. Profits determined in accordance with tax legislation are subject to a rate of 25% on the taxable income of companies located in areas of Spain not subject to a regional tax agreement.

In 2020, the tax consolidation scope comprised the same companies as in 2021. Metalast, S.A.U. and Fluidra J.V. Youli, S.L. also joined the consolidation scope. In 2021, these two companies were not included in the tax consolidation scope, as they merged with Inquide, S.A.U. and Fluidra Commercial, S.A.U., respectively, in 2021.

A reconciliation of net income and expenses for the year with taxable income at 31 December 2021 and 2020 is as follows:

	Thousands of euros
	2021
	Income statement			Income and expense recognised in equity
	Increases	Decreases	Net	Increases	Decreases	Net	Total
Income and expense for the period	-	-	(29,870)	-	(186)	( 186 )	( 29,684 )

Corporate income tax	-	-	(8,912)	2	( 64 )	( 62 )	( 8,850 )

Profit/(loss) before tax			( 38,782 )	2	( 250 )	( 248 )	( 38,534 )
Permanent differences - ind. company	585		585	-	-	-	585
Permanent differences - consolidated tax group	-	-	-	-	-	-	-
Temporary differences - ind. company	13,751	( 580 )	13,171	-	-	-	13,171
Originating in this year	13,494		13,494				13,494
Originating in prior years	257	( 580 )	( 323 )				( 323 )
Temporary differences - consolidated tax group	-	-	-	-	-	-	-
Offsetting of loss carryforwards from prior years			2,437				2,437

Taxable income			( 27,463 )				( 27,472 )

Notes to the Annual Accounts

2021

	Thousands of euros
		2020
		Income statement		Income and expense recognised in equity
	Increases	Decreases	Net	Increases	Decreases	Net	Total
Income and expense for the period	-	-	139,986	153	( 13 )	140	140,126

Corporate income tax	-	-	(993)	50	( 4 )	46	( 947 )

Profit/(loss) before tax			138,993			186	139,179

Permanent differences - ind. company	486	( 163,000 )	( 162,514 )				( 162,514 )
Permanent differences - consolidated tax	-	-	-	-	-	-	-
group
Temporary differences - ind. company	6,427	( 11,807 )	( 5,380 )	-	-	-	(5,380)
Temporary differences - consolidated tax	-	-	-	-	-	-	-
group
Offsetting of loss carryforwards from prior			1,909			-	1,909
years

Taxable income			( 30,810 )				( 30,624 )

The individual company's permanent differences relate mainly to the elimination of dividends and other nondeductible expenses.

The temporary differences of the individual company correspond to non-tax-deductible provisions and the reversal of restrictions on the deductibility of depreciation and amortisation in 2013 and 2014.

Details of deferred tax assets and liabilities by type are as follows:

	Thousands of euros
	Assets		Liabilities		Net
	2021	2020	2021	2020	2021	2020
Deferred gains	-	-	1,137	1,137	( 1,137 )	( 1,137 )
Tax credit for unused tax loss carryforwards and deductions	1	89	-	-	1	89
Limit on deductibility of amortisation/depreciation Provision for obligations	3	4	-	-	3	4
with employees	6,851	3,413	-	-	6,851	3,413
Other items	68	208	1	3	67	205
	6,923	3,714	1,138	1,140	5,785	2,574

Notes to the Annual Accounts

2021

The breakdown of changes by type of deferred tax asset and liability is as follows:

		Thousands of euros
	31/12/2020	Losses and gains	Equity	Other	31/12/2021
Deferred gains	( 1,137 )	-	-	-	(1,137)
Tax credit for unused tax loss carryforwards and deductions	89	( 609 )	-	521	1
Limit on deductibility of amortisation/depreciation Provisions for obligations with	4	( 1 )	-	-	3
employees	3,413	3,368	-	70	6,851
Other items	205	( 74 )	-	(64)	67
Total	2,574	2,684	-	527	5,785

	Thousands of euros
	31/12/2019	Losses and gains	Equity	Other	31/12/2020
Deferred gains	( 1,137 )	-	-	-	(1,137)
Tax credit for unused tax loss carryforwards and deductions Limit on deductibility of	288	( 489 )	-	290	89
amortisation/depreciation Provisions for obligations with	6	( 2 )	-	-	4
employees	1,855	1,218	-	340	3,413
Other items	2,811	( 2,606 )	-	-	205
Total	3,823	( 1,879 )	-	630	2,574

At 31 December 2021, there were no items charged and credited to equity accounts for the year corresponding to grants. (At 31 December 2020, items charged and credited to equity accounts for the year amounted to Euros 46 thousand).

At 31 December 2021 deferred tax assets are expected to be reversed in the coming 12 months for Euros 20 thousand. At 31 December 2020, Euros 20 were expected.

Notes to the Annual Accounts

2021

The breakdown of corporate income tax income is as follows:

	Thousands of euros
	2021	2020
Current tax
For the year	( 10,599 )	( 9,228 )
Tax deductions	1,867	627
Prior years' adjustments	( 335 )	126
Other	2,839	5,649
Deferred taxes
Origination and reversal of temporary differences	( 3,293 )	1,345
Tax credit for unused tax loss carryforwards and deductions	609	488
Prior years' adjustments	-	-
Total income tax expense	( 8,912 )	( 993 )

The reconciliation of current income tax with current net income tax liabilities / (assets) is as follows:

	Thousands of euros
	2021	2020
Current tax	( 8,732 )	( 8,601 )
Withholdings and payments made on account during the year	( 163 )	-
Additional liabilities of Group companies under the consolidated tax regime	4,026	3,086
Tax payable/(receivable) in 2019	-	-
Tax payable/(receivable) in 2020	( 5,466 )	-
Current income tax (assets)/liabilities (see Note 9)	( 10,335 )	( 5,515 )

The relationship between income tax income and profit from continuing operations is as follows:

		Thousands of euros
	2021	2020
Profit for the year before tax from continuing operations	( 38,782 )	138,993
Profit at 25%	( 9,696 )	34,748
Permanent differences	146	( 40,889 )
Tax deductions	( 1,867 )	( 627 )
Other	2,505	5,775
Income tax expense/(income)	( 8,912 )	( 993 )

Notes to the Annual Accounts

2021

Deferred tax assets related to taxable income available for offset and unused deductions recorded at 31 December 2021 and 2020 are as follows:

		Thousands of euros
	2021	2020
Deductions	1	1
Tax loss carryforwards	0	89
	1	90

The amounts and periods of reversal for the capitalised deductions at 31 December 2021 are as follows:

Years	Thousands of euros	Last year
2015	1	No limit
	1

Deferred tax assets related to taxable income available for offset and unused deductions recorded at 31 December 2021 and 2020 are as follows:

		Thousands of euros
	2021	2020
Deductions	0	1,558
Tax loss carryforwards	0	0
	0	1,558

The years open to inspection are:

Tax	Open tax periods

Corporate income tax	2017 - 2021
Value added tax	2018 - 2021
Personal income tax	2018 - 2021
Tax on Economic Activities	2018 - 2021

Tax returns cannot be considered definitive until they have been inspected by the tax authorities or the inspection period of four years has elapsed. Due to different possible interpretations of current fiscal legislation, additional tax liabilities could arise in the event of an inspection. Nevertheless, the directors do not expect that these liabilities, should they materialise, would significantly affect these annual accounts.

In April 2019 the Spanish tax authorities notified that partial verification and investigation proceedings had started on the VAT obligations of Fluidra, S.A. The year being inspected for VAT is 2018. The certificate of acceptance with regard these inspections was signed on 27 February 2020. The Tax Authorities have not performed any adjustments and have refunded the amount charged, along with the corresponding interest in arrears .

There are no inspections in progress at 31 December 2021.

Notes to the Annual Accounts

2021

The Company's Directors consider that in the event of additional tax inspections, the possibility that contingent liabilities arise is remote and the additional tax payable, if any, that may derive would not have a significant impact on the Company's annual accounts.

22. Information on late payment to suppliers

According to Law 31/2014 of 3 December establishing measures on combating late payment in commercial transactions, the information on late payment to suppliers in Spain is as follows:

	2021	2020
	Days	Days
Average payment period to suppliers	40.26	46.62
Ratio of transactions	42.33	51.60
Transactions outstanding ratio	31.60	23.80
	Amount (thousands of euros)	Amount (thousands of euros)
Total payments made	32,655	20,400
Total payments outstanding	7,797	4,462

23. Auditors' and related Group companies' fees

Ernst & Young, S.L. have invoiced the following net fees for professional services during the year ended 31 December 2021 and 2020:

	Thousands of euros
	31/12/2021	31/12/2020 173
Audit services	167
Other assurance services	57	57
Other services	-	-
Total	224	230

The amount of "Other assurance services" for 2021 and 2020 includes: the report on the system of internal control over financial reporting (SCIIF), the review report on the non-financial information, the review of the integrated report and the review of the financial reports of certain R+D projects.

The amounts detailed in the above table include the total fees for services rendered in 2021 and 2020, irrespective of the date of invoice.

No other company affiliated with EY, S.L. has invoiced fees for professional services to the Group during the year ended 31 December 2021 and 2020.

Notes to the Annual Accounts

2021

24. Environmental issues

Given the company's business activities, at 31 December 2021 and 2020 there are no significant assets for the protection or improvement of the environment and it has not incurred any major expenses of an environmental nature during either year.

The Company's Board of Directors considers that there are no significant contingencies in connection with the protection and improvement of the environment and that it is not necessary to recognise any provisions for environmental liabilities and charges at year end.

25. Subsequent events

On 27 January 2022 Fluidra cancelled the non-current loans in its three tranches (Euro, USD and AUD), the revolving credit line and the ABL credit line that were signed on 2 July 2018 (see Note 19).

To meet the financial needs arising from this cancellation, the Group has signed a non-current loan with two tranches (Euro and USD) and a revolving credit line. The terms of the non-current loans and the credit line are linked to environmental objectives.

The new non-current loans consist of a USD 750 million tranche at SOFR (Secured Overnight Funding Rate) plus a spread of 200 basis points and a Euros 450 million tranche at Euribor plus a spread of 225 basis points, maturing in 2029. The new revolving credit line is for Euros 450 million and is valid until 2027.

This transaction does not increase net debt and Moody's and Standard & Poor's have kept Fluidra's credit ratings at Ba2 and BB+, respectively.

On 24 February 2022, the Russian army invaded Ukraine. Since this date, the military onslaught has continued, while internationally there have been numerous actions against Russia that aim to isolate and weaken the Russian economy, including, financial, trade and freight sanctions and the closure of Russian airspace.

Against this backdrop, the Group has assessed its exposure to the Russian and Ukrainian markets, at this stage considering the risk to be insignificant in terms of overall figures (this region represents less than 1% of sales in 2021).

Page 1 of 15

Information on Group companies

31 December 2021

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

			Capital	Reserves	Profit/(loss)	Interim dividend	Total capital & reserves	Carrying amount of
		% of investment	and share premium		for the year			investment
Name	Dir	Ind
List of subsidiaries
FLUIDRA FINCO, S,L,U	100%		1,416,563,305	3,831,060	-2,888,165	0	1,417,506,200	1,417,477,507
FLUIDRA COMMERCIAL, S,A,U,		100% (10)	142,690,175	21,600,485	18,371,067	0	182,661,727	120,654,908
CERTIKIN SWIMMING POOL PRODUCTS INDIA PRIVATE LIMITED		100%	405,622	244,466	9,815	0	659,903	650,078
AO ASTRAL SNG		90%	194,936	173,303	592,215	0	960,454	823,516
ASTRAL AQUADESIGN LIMITED LIABILITY COMPANY		59%	11,873	17,261	281,307	0	310,441	7,620
ASTRAL BAZENOVE PRISLUSENTSVI, S,R,O,		100%	71,395	2,108,384	1,960,055	0	4,139,834	1,229,641
ASTRAL INDIA PRIVATE, LIMITED		100%	77,897	648,640	662,768	0	1,389,305	317,019
FLUIDRA INDIA PRIVATE LIMITED		100%	1,408	445,045	-18,697	0	427,756	1,187
ASTRALPOOL CYPRUS, LTD		90%	201,000	919,726	721,070	0	1,841,796	305,000
ASTRALPOOL HONGKONG, CO,, LIMITED		100%	994	597,466	-13,470	0	584,990	994
FLUIDRA SWITZERLAND, S,A,		100%	922,085	-273,331	147,284	0	796,038	1,646,841
ASTRALPOOL UK LIMITED		100% (3)	51,603	2,047,116	959,377	0	3,058,096	4,522,264
CEPEX MEXICO, S,A, DE C,V,		100%	633,090	-38,891	-3,004	0	591,195	555,778
CERTIKIN INTERNATIONAL, LIMITED		100% (3)	1,500,003	9,074,210	3,496,748	0	14,070,961	16,515,923
CERTIKIN INTERNATIONAL (IRELAND) LIMITED		100%	100				100
FLUIDRA ADRIATIC D,O,O,		100%	9,987	1,403,852	700,831	0	2,114,670	1,495,952
FLUIDRA BALKANS JSC		61%	216,353	167,783	1,808,555	0	2,192,691	719,114
FLUIDRA BRASIL INDÚSTRIA E COMÉRCIO LTDA		100% (12)	20,414,607	-13,500,218	1,063,464	0	7,977,853	17,135,393
VEICO,COM,BR INDÚSTRIA E COMÉRCIO LTDA		100%	794,821	-1,433,508	50,420	0	-588,267	0
FLUIDRA CHILE, S,A,		100%	2,746,065	-1,902,382	382,225	0	1,225,908	3,007,193
FLUIDRA COLOMBIA, S,A,S		100%	1,743,492	-976,251	141,055	0	908,296	828,864
FLUIDRA COMERCIAL ESPAÑA, S,A,U,		100%	1,202,072	27,851,343	13,484,973	0	42,538,388	38,277,256
FLUIDRA NORDIC A/S		100%	63,652	174,829	376,071	0	614,552	63,652
FLUIDRA EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		90%	32,611	773,533	975,249	0	1,781,393	543,617
W,I,T, EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		90%	116,225	1,130,015	729,916	0	1,976,156	112,361

Page 2 of 15

Information on Group companies

31 December 2021

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

				Capital	Reserves	Profit/(loss)	Interim dividend	Total capital and reserves	Carrying amount of
		% of investment		and share premium		for the year			investment
Name		Dir Ind
FLUIDRA EXPORT, S.A.U,			100%
FLUIDRA GLOBAL DISTRIBUTION, S.L.U,			100%	601,000	3,605,064	2,832,467	0	7,038,531	820,950
FLUIDRA HELLAS, S.A.			87%	1,753,100	1,672,226	1,778,870	0	5,204,196	1,756,200
	FLUIDRA HOLDINGS SOUTH AFRICA PTY LTD		100%	3,768,050	358,422	1,214,602	0	5,341,074	3,288,271
	ZODIAC POOL CARE SOUTH AFRICA (PROPIETARY) LIMITED		100%	28,980,938 0	-9,733,193 0	15,285,151 0	0 0	34,532,896 0	29,764,985 0
	FLUIDRA WATERLINX PTY, LTD		100%	25,073,684	-10,398,228	2,992,632	0	17,668,088	34,812,286
FLUIDRA INDONESIA PT,			100%	1,870,547	586,079	675,946	0	3,132,572	1,976,163
	FLUIDRA KAZAKHSTAN LIMITED LIABILITY COMPANY		51%	47,260	1,244,598	-66,781	0	1,225,077	24,449
FLUIDRA MAGYARORSZÁG KFT.			95%	140,426	708,709	853,129	0	1,702,264	237,069
FLUIDRA MALAYSIA SDN,BHD.			100%	364,620	498,648	-5,550	0	857,718	820,887
FLUIDRA MAROC, S.A.R.L.			90%	311,143	3,817,395	1,298,222	0	5,426,760	1,051,292
FLUIDRA MEXICO, S.A. DE C.V.			100%	3,358,504	-1,286,078	773,471	0	2,845,897	3,303,436
FLUIDRA MIDDLE EAST FZE			100%	211,231	14,949,271	4,667,560	0	19,828,062	211,231
	FLUIDRA AL URDOUN FZ		70%	168,517	-168,517	0	0	0	0
FLUIDRA MONTENEGRO DOO			60%	10,000	161,090	2,234	0	173,324	6,000
FLUIDRA ÖSTERREICH GMBH "SSA"			99%	1,158,434	7,093,734	5,567,632	0	13,819,800	6,942,991
FLUIDRA POLSKA, SP, Z.O.O.			100%	95,376	1,158,797	348,366	0	1,602,539	236,997
	FLUIDRA COMERCIAL PORTUGAL UNIPESSOAL, LDA		100%	1,375,641	6,687,733	1,994,506	0	10,057,880	7,265,211
FLUIDRA ROMANIA S.A.			67%	50,000	-35,423	577,041	0	591,618	33,330
FLUIDRA SERBICA, D.O.O. BEOGRAD			60%	10,000	262,616	360,558	0	633,174	6,000
FLUIDRA SERVICES ITALIA, S.R.L.			100%	1,060,000	14,837,798	779,844	0	16,677,642	15,846,837
	FLUIDRA COMMERCIALE ITALIA, S.P.A.		100% (13)	620,000	12,895,658	4,310,182	0	17,825,840	19,929,520
AGRISILOS, S.R.L.			100%	10,000	1,414,773	2,088,930	0	3,513,703	4,083,864
	LAGHETTO FRANCE, S.A.R.L.		100%	1,000	-839,967	0	0	-838,967	0

Page 3 of 15

Information on Group companies

31 December 2021

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

				Capital	Reserves	Profit/(loss)	Interim dividend	Total capital and reserves	Carrying amount of investment
			% of investment	and share premium		for the year
Name		Dir	Ind
List of subsidiaries
	FLUIDRA SINGAPORE, PTE LTD		100%	238,473	908,694	45,316	0	1,192,483	326,232
	FLUIDRA NORDIC AB		100%	5,768	481,617	1,011,766	0	1,499,151	5,563
	FLUIDRA (THAILAND) CO. LTD		100%	487,769	345,752	1,456	0	834,977	260,810
	ASTRALPOOL (THAILAND) CO. LTD		99%	92,912	1,872,284	137,451	0	2,102,647	211,084
	FLUIDRA TR SU VE HAVUZ EKIPMANLARI AS		51%	168,796	993,963	1,077,596	0	2,240,355	73,481
	TURCAT POLYESTER SANAYI VE TICARET A.S.		26%	79,200	-81,054	-27,420	0	-29,274	4,870
	FLUIDRA VIETNAM LTD		100%	119,209	421,352	433,211	0	973,772	119,208
	SIBO FLUIDRA NETHERLANDS B.V.		100%	323,528	12,824,830	10,706,444	0	23,854,802	16,787,551
	YA SHI TU SWIMMING POOL EQUIPMENT (SHANGHAI) CO. LTD		100%	85,183	1,111,975	13,548	0	1,210,706	85,183
	RIIOT LABS NV/SA		100%	306,400	-1,494,289	1,690,789	0	502,900	0
	FLUIDRA DEUTSCHLAND GMBH		100% (8)	3,962,512	7,985,652	4,732,158	0	16,680,322	19,643,446
	FLUIDRA HOLDINGS AUSTRALIA PTY LTD		100%	86,456,462	-92,149,051	-1,556,242	0	-7,248,831	70,696,459
	FLUIDRA GROUP AUSTRALIA PTY LTD		100%	20,509,252	18,261,042	10,015,475	0	48,785,769	24,527,057
	FABTRONICS AUSTRALIA PTY LTD		100%	62	5,104,865	2,205,409	0	7,310,336	17,701,955
	FLUIDRA (N.Z.) LIMITED		100%	59	489,722	389,110	0	878,891	114
	FLUIDRA AUSTRALIA PTY LTD		100% (2)	1,432,037	-1,473,310	0	0	-41,273	54,435
	PRICE CHEMICALS PTY LTD		100%	336,650	-236,956	0	0	99,694	0
	FLUIDRA TUNISIE, S.A.R.L.		100%	67,016	14,023	10,814	0	91,853	64,163
	FLUIDRA BH D.O.O. BIJELJINA		60%	10,009	28,137	90,251	0	128,397	6,009
	UNISTRAL RECAMBIOS, S.A.U.		100%	60,110	1,975,591	1,694,963	0	3,730,664	22,922,000
	CEPEX S.A.U.		100%	60,200	23,797,503	9,877,895	0	33,735,598	91,208,142
	POLTANK, S.A.U.		100%	601,010	12,971,784	5,031,817	0	18,604,611	62,335,170
	TURCAT POLYESTER SANAYI VE TICARET A.S.		50%	79,200	-81,054	-27,420	0	-29,274	42,059
	SACOPA, S.A.U.		100%	601,000	24,046,807	23,641,026	0	48,288,833	164,926,235

Page 4 of 15

Information on Group companies

31 December 2021

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

			Capital	Reserves	Profit/(loss)l	Interim dividend	Total capital and reserves	Carrying amount of
	% of investments		and share premium		for the year			investment
Name	Dir Ind
List of subsidiaries
I,D, ELECTROQUÍMICA, S.L.U.		100%	5,022	6,290,406	8,749,219	0	15,044,647	61,987,757
INQUIDE, S.A.U.		100% (9)	10,293,709	20,870,200	19,833,199	0	50,997,108	116,977,657
FLUIDRA SI D.O.O.		60% (4)	30,000	0	35,712	0	65,712	18,000
INDUSTRIAS MECANICAS LAGO, S.A.U.		100%	60,110	2,718,841	900,320	0	3,679,271	1,111,888
NINGBO DONGCHUAN SWIMMING POOL EQUIPMENT CO. LTD		70%	905,369	4,901,562	4,181,920	0	9,988,851	633,758
PRODUCTES ELASTOMERS, S.A.		70%	60,200	831,481	361,506	0	1,253,187	42,140
TALLERES DEL AGUA, S.L.U.		100%	2,203,753	-806,961	12,818	0	1,409,610	1,054,796
TOGAMA, S.A.U.		100%	3,275,734	475,946	1,038,171	0	4,789,851	3,522,290
MANUFACTURAS GRE, S.A.U.		100%	445,343	19,722,497	12,892,652	0	33,060,492	27,036,874
TRACE LOGISTICS, S.A.U.		100%	4,509,000	910,918	438,616	0	5,858,534	3,347,690
TRACE LOGISTICS NORTH BV		100%	30,000	-52,475	-299,650	0	-322,125	0
INNODRIP, S.L.U		100%	760,000	-437,152	-186,134	0	136,714	154,000
ZPNA HOLDINGS S.A.S.		100%	399,106,292	-1,244,181	-32,171	0	397,829,940	892,237,102
ZODIAC POOL SOLUTIONS LLC		100%	295,454,396	-626,201,500	54,064,326	0	-276,682,778	398,276,391
ZODIAC POOL SYSTEMS CANADA, INC.		100%	4,377,616	683,788	815,376	0	5,876,780	745,569
ZODIAC POOL SYSTEMS LLC		100%	78,632,092	55,160,245	146,568,688	0	280,361,025	143,826,087
COVER - POOLS INCORPORATED		100%	-153,215	49,298,440	7,989,732	0	57,134,957	21,014,805
FLUIDRA LATAM EXPORT LLC		100%	178,659	237,306	519,252	0	935,217	176,585
FLUIDRA USA, LLC		100%	4,955,885	-2,348,376	-154,909	0	2,452,600	6,410,230
ZPES HOLDINGS SAS		85% (11)	313,215,844	161,706,500	14,350,411	0	489,272,755	297,585,801
ZODIAC POOL CARE EUROPE SAS		85%	6,884,263	38,106,442	17,731,657	0	62,722,362	207,587,623
ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO.LTD.		85%	77,200	447,246	95,647	0	620,093	0
FLUIDRA COMMERCIAL FRANCE, S.A.S.		85%	13,307,294	5,955,488	11,617,726	0	30,880,508	38,752,517
FLUIDRA BELGIQUE, S.R.L.		85% (14)	18,600	1,670,674	1,757,633	0	3,446,907	4,089,431

Page 5 of 15

Information on Group companies

31 December 2021

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

			Capital	Reserves	Profit/(loss)	Interim dividend	Total capital and reserves	Carrying amount of investment
	% of investment		and share premium		for the year
Name Dir	Ind
List of subsidiaries
FLUIDRA ASSISTANCE SAS	85%		50,000	-179	2,559	0	52,380	42,425
POOLWEB SAS	85%		37,000	306,397	1,416,781	0	1,760,178	106,253
ZODIAC INTERNATIONAL SAS	85%		18,341,776	4,665,998	109,971	0	23,117,745	66,842,209
FLUIDRA INDUSTRY FRANCE, S.A.S	85%		2,050,000	5,214,787	2,492,552	0	9,757,339	3,410,800
PISCINES TECHNIQUES 2000, S.A.S.	85%		1,062,169	490,193	343,462	0	1,895,824	848,501
FLUIDRA SERVICES FRANCE, S.A.S.	100%		21,920,200	4,848,594	21,622	0	26,790,416	21,920,166
ZPES HOLDINGS SAS		15% (11)	313,215,844	161,706,500	14,350,411	0	489,272,755	19,602,744
ZODIAC POOL CARE EUROPE SAS	15%		6,884,263	38,106,442	17,731,657	0	62,722,362	37,064,850
ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO.LTD.	15%		77,200	447,246	95,647	0	620,093	0
FLUIDRA COMMERCIAL FRANCE, S.A.S.	15%		13,307,294	5,955,488	11,617,726	0	30,880,508	6,919,277
FLUIDRA BELGIQUE, S.R.L.		15% (14)	18,600	1,670,674	1,757,633	0	3,446,907	730,169
FLUIDRA ASSISTANCE SAS	15%		50,000	-179	2,559	0	52,380	7,575
POOLWEB SAS	15%		37,000	306,397	1,416,781	0	1,760,178	18,972
ZODIAC INTERNATIONAL SAS	15%		18,341,776	4,665,998	109,971	0	23,117,745	11,934,702
FLUIDRA INDUSTRY FRANCE, S.A.S	15%		2,050,000	5,214,787	2,492,552	0	9,757,339	609,000
PISCINES TECHNIQUES 2000, S.A.S.	15%		1,062,169	490,193	343,462	0	1,895,824	151,500
FLUIDRA HOLDCO NORTH AMERICA INC	100% (4)		160,779,975	8,614,819	2,703,106	0	172,097,900	160,779,975
CUSTOM MOLDED PRODUCTS LLC	100% (5)		64,420,610	-83,842,620	19,922,296	0	500,286	167,604,722
BOBE WATER & FIRE LLC	100% (5)		0	0	0	0	0	0
CUSTOM MOLDED PRODUCTS SHANGHAI INC.	100% (5)		3,006,317	4,440,605	-1,376,326	0	6,070,596	7,312,926
S.R. SMITH. LLC	100% (5)		0	29,248,022	2,964,145	0	32,212,167	202,198,422
SRS AUSTRALIA PTY LTD	100% (5)		0	-1,407,715	100,161	0	-1,307,554	0
SUNBATHER PTY LTD	100% (5)		0	3,608,369	399,145	0	4,007,514	6,370,162
TAYLOR WATER TECHNOLOGIES LLC	100% (5)		-1,254,940	5,701,224	579,006	0	5,025,290	67,467,511
List of associates consolidated using the equity method
ASTRAL NIGERIA, LTD,
ASPIRE POLYMERS PTY, LTD		25% (1)
		50% (5)
List of companies included at cost
DISCOVERPOOLS COM, INC.		11% (1)

Page 6 of 15

Information on Group companies

31 December 2021

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

(1) Companies belonging to the Fluidra Commercial, S.A. and subsidiaries sub-group,

(2) Fluidra Australia Pty Ltd is a group of companies in which the parent fully owns the companies Astral pool Australia Pty Ltd, Hurlcon Staffing Pty Ltd and Hurlcon Investments Pty Ltd

(3) The companies Certikin International Limited and Astralpool UK Limited, wholly owned sub-subsidiaries of Fluidra, S,A, and registered in England under numbers 03047290 and 01823941 respectively, are exempt from the requirement of the 2006 Companies Act in relation to the audit of the individual annual accounts by virtue of section S479C (4) Newly created companies this year

(5) Companies acquired during this year

(6) During this year, the companies Ningbo Linya Swimming pool & water treatment CO. LTD and Fluidra South Africa PTY LTD have been wound up.

(7) During the year, the companies Fluidra Services España, S.L.U. and Fluidra Engineering Services, S.L.U have been integrated into Fluidra, S.A.

(8) Company formerly called Zodial Pool Deutschland Gmbh, and absorbing company of Fluidra Deutschland Gmbh, from which it has adopted its name.

(9) Absorbing company of Metalast S.A.U.

(10) Absorbing company of F JV Youli S.L.U.

(11) Absorbing company of Zodiac pool solution SAS

(12) Absorbing company of Ten four Industria e serviços LTDA.

(13) Absorbing company of ME2000 SRL

(14) Absorbing company of AYW concept SRL and Pentagone APCD SRL

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

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

Subsidiaries accounted for using the full consolidation method

Agrisilos, S.R.L., domiciled in Vescovato (Italy), is mainly engaged in the production, processing, assembly and marketing of plastic products and other materials for use in agricultural and industrial settings, swimming pools, swimming pool equipment and supplies, water treatment products, robotic cleaning devices and membranes for projects in the gas industry and, in general, products and accessories, spare parts, expandable structures and products relating to the wellness market, including maintenance, repair, management and other services relating to the abovementioned activities.

-AO Astral SNG, domiciled in Moscow (Russia), is mainly engaged in the marketing of swimming-pool materials.

Aqua Sun Zone, LLC, domiciled in Newnan, Georgia (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Astral Aqua Design Limited Liability Company, domiciled in Moscow (Russia), is mainly engaged in the distribution, design, installation and project management of fountains and ponds.
Astral Bazénové Prislusentsvi, S.R.O., domiciled in Modletice-Doubravice ( Czech Republic), is mainly engaged in the marketing of pool accessories.
Astral India Private, Limited, domiciled in Chennai (India), is mainly engaged in the marketing of pool material.
Astralpool Cyprus, LTD, domiciled in Limassol ( Cyprus), is mainly engaged in the distribution of pool-related products.
Astralpool Hongkong, CO., Limited, domiciled in Wang Chai ( Hong Kong), is mainly engaged in the marketing of pool, water treatment and irrigation products.
Astralpool ( Thailand) Co., Ltd, domiciled in Samuthprakarn ( Thailand), is mainly engaged in the marketing of pool, spa and irrigation products.
Astralpool UK Limited., domiciled in Fareham (England), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
Bobe Water and Fire, LLC, domiciled in Phoenix, Arizona (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Century Composites of Georgia, LLC, domiciled in Newnan, Georgia (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Cepex Mexico, S.A. de C.V., domiciled in Mexico City ( Mexico), is mainly engaged in the marketing of fluid handling products.
Cepex S.A.U., domiciled in Granollers ( Barcelona, Spain), is mainly engaged in the manufacture and distribution of plastic material by injection systems or similar and, in particular, plastic parts for valves and the manufacture of plastic injection molds.
Certikin International, Limited, domiciled in Witney Oxford (England), is engaged in the marketing of swimming-pool products.
Certikin International (Ireland) Limited, domiciled in Dublin (Ireland), is mainly engaged in providing financial advisory services in the acquisition of new shares.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Certikin Swimming Pool Products India Private Limited, domiciled in Bangalore ( India), is mainly engaged in the marketing of swimming-pool products.
CMP Holdco Inc, domiciled in Newnan, Georgia (United States), is mainly engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
CMP Pool & Spa (Shanghai) Co, LTD, domiciled in Shanghai (China), is mainly engaged in production and processing of thermoplastic products, thermosetting plastics and related metal / support products, rubber products and electronic luminescent products supporting plastic products, cables, power devices and engines, a variety of plastic pump and valve products, control products, sales of the company's products manufactured in-house; the import and export, wholesale and other ancillary services related to the above products and their similar goods.
Cover Pools Incorporated, domiciled in West Valley City (USA), is mainly engaged in the manufacture and distribution of automatic pool covers.
Custom Molded Products, LLC, domiciled in Newnan, Georgia (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Custom Molded Products Shanghai, Inc., domiciled in Shanghai (China) is essentially engaged in the sale of bathroom equipment, plastic products, rubber products, electronic products and metal materials as well as the import and export of goods and technology.
Del Agricultural, Inc, domiciled in San Luis Obispo, California (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Del Industries,Inc, domiciled in San Luis Obispo, California (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Del Ozone Holding Company, Inc, domiciled in San Luis Obispo, California (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Fabtronics Australia Pty Ltd, established in Braeside, Australia, has as its object the design and sale of electronic components.
Fluidra Adriatic D.O.O., domiciled in Zagreb ( Croatia ) is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, products and special equipment for pool and water system maintenance.
Fluidra Al Urdoun Fz, domiciled in Zarqa Free Zone ( Jordan) is mainly engaged in the marketing of pool material.
Fluidra Assistance, S.A.S., domiciled in Perpignan (France), is mainly engaged in the installation, assembly and implementation of all products and materials relating to pools and water treatment and the provision of post-sales services and the maintenance and installation of these products and materials.
Fluidra Australia Pty Ltd , domiciled in Melbourne ( Australia), is mainly engaged in the purchase, sale and distribution of machinery, equipment, products and special equipment for pool and water system maintenance. It owns 100 % of the capital of Hurlcon Staffing Pty Ltd and Hurlcon Investments Pty Ltd, and Astral Pool Australia Pty Ltd.
Fluidra Balkans JSC, domiciled in Plovdiv ( Bulgaria) is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, products and special equipment for pool and water system maintenance.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Fluidra Belgique, S.R.L. (absorbing company of AYW concept SRL and Pentagone APCD, SRL), domiciled in Courcelles (Belgium), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
Fluidra BH D.O.O. Bijeljina, domiciled in Bijeljina (Bosnia and Herzegovina) is mainly engaged in selling swimming pool products.
Fluidra Brasil Indústria e Comércio LTDA (absorbing company of Ten four Industria e Serviços LTDA), domiciled in Itajaí (Brazil), is mainly engaged in the marketing, import, export and distribution of equipment, products and services for fluid handling, irrigation, swimming-pools and water treatment, as either partner or shareholder in other companies. Rendering of technical assistance services for machines, filters and industrial and electrical and electronic equipment. Rental of machines and industrial and/or electrical and electronic equipment.
Fluidra Chile, S.A., domiciled in Santiago de Chile ( Chile), is mainly engaged in the distribution and marketing of swimming-pool, irrigation and water treatment and purification products.
Fluidra Colombia, S.A.S., domiciled in Funza ( Colombia), is engaged in the purchase and sale, distribution, marketing, import, export of all types of machinery, equipment, components and machinery parts, tools, accessories and products for swimming-pools, irrigation and water treatment and purification in general, built with both metal materials and any type of plastic materials and plastic derivatives.

-Fluidra Comercial España, S.A.U., domiciled in Sant Cugat del Vallés (Barcelona, Spain), is engaged in the manufacture, purchase, sale and distribution of all kinds of machinery, filters, instruments, accessories and specific products for swimming-pools, as well as for the treatment and purification of water in general, irrigation and fluid conduction, made of both metallic materials and all kinds of plastic materials and their transformation; as well as the construction and manufacture of all kinds of elements and products that can be manufactured with fibreglass, metal, vacuum thermoformed materials or injected materials.

Lda., domiciled in São Domingo da Rana ( Fluidra Comercial Portugal Unipessoal, Portugal), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
Fluidra Commerciale France, S.A.S., domiciled in Perpignan ( France) is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
Fluidra Commercial, S.A.U., (absorbing company of Fluidra Industry España, S.A.U. And Fluidra JV Youli S.L.U.) domiciled in Sant Cugat del Vallés (Barcelona, Spain) is engaged, among other things, in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.

-Fluidra Commerciale Italia, S.P.A. (absorbing company of ME2000 SRL), domiciled in Brescia (Italy), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products..

Fluidra Cyprus, LTD, domiciled in Limassol, (Cyprus), is essentially engaged in the import, export, manufacture, purchase and sale and distribution of all types of product specifically for pools, saunas or similar products.

-Fluidra Deutschland, GmbH (previously called Zodiac Pool Deutschland GmbH and absorbing company of Fluidra Deutschland GmbH from where it takes its name) domiciled in Großostheim (Germany), is mainly engaged in the distribution and sale of pool products and accessories.

Fluidra Egypt, Egyptian Limited Liability Company, domiciled in Cairo ( Egypt), is mainly engaged in the marketing of swimming-pool accessories.
Fluidra Export, S.A.U., domiciled in Sant Cugat de Vallés (Barcelona, Spain), is engaged in both domestic and foreign marketing of all types of products and goods, mainly in the marketing of pool-related products, basically acquired from related parties.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Fluidra Finco, S.L.U., (absorbing company of Fluidra Industry, S.A.U. and Pischine Luxembourg Holdings 3 S.A.R.L.) domiciled in Sant Cugat del Vallés (Barcelona, Spain), is engaged in the manufacture, purchase and sale and distribution of all types of products for swimming-pools, irrigation and water treatment and purification, as well as the marketing of such products both in the domestic market and abroad, and the representation of brands and commercial and industrial enterprises engaged in the manufacture of the aforementioned products.. The company is also engaged in investing in all types of business and enterprises, and advising, managing and administering the companies in which it holds an ownership interest
Fluidra Global Distribution, S.L.U., domiciled in Sant Cugat del Vallés (Barcelona, Spain), is engaged in the purchase and sale of all types of swimming-pool products and their distribution.
Fluidra Group Australia Pty Ltd, domiciled in Smithfield (Australia), is mainly engaged in the manufacture, assembly and distribution of pool equipment and other related products.
Fluidra Hellas, S.A. domiciled in Aspropyrgos ( Greece), is mainly engaged in the distribution of pool-related products.
Fluidra Holdco North America, Inc, domiciled in Carlsbad, California (United States), is mainly engaged in taking part in any legal act or activity whereby limited liability companies may be created under the law and to engage in any and all activities required or incidental thereto.
Fluidra Holdings Australia Pty Ltd, domiciled in Smithfield (Australia) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.
Fluidra Holdings South Africa Pty Ltd, domiciled in Johannesburg ( South Africa) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.
Fluidra India Private Limited, domiciled in Chennai (India), is mainly engaged in the marketing of pool material.

-Fluidra Indonesia PT, domiciled in Jakarta (Indonesia), has as its corporate purpose the import and distribution of products and equipment for swimming-pools, as well as chemical products and accessories.

Fluidra Industry France, S.A.S., with registered offices in Perpignan (France), is mainly engaged in the manufacture of automatic covers for swimming pools of all types, as well as the purchase and sale of materials, accessories and products for swimming pools.
Fluidra Kazakhstan Limited Liability Company, domiciled in Almaty City ( Kazakhstan), is engaged in the purchase of swimming-pool material for subsequent sale in the domestic market.
Fluidra Latam Export LLC, domiciled in Wilmington (US), is mainly engaged in distributing pool materials in the Latin American market.
Fluidra Magyarország, Kft, domiciled in Budapest ( Hungary), is mainly engaged in the marketing and assembly of machinery and accessories for swimming-pools, irrigation and water treatment and purification.
Fluidra Malaysia SDN.BHD, domiciled in Selangor (Malaysia) is mainly engaged in the marketing of swimming-pool material.
Fluidra Maroc, S.A.R.L., domiciled in Casablanca ( Morocco), is engaged in the import, export, manufacture, marketing, sale and distribution of spare parts for swimming-pools, irrigation and water treatment.
Fluidra México, S.A. DE CV, domiciled in Mexico City ( Mexico) is engaged in the purchase and sale, import, export, storage, manufacture and, in general, marketing of all types of goods, equipment, components, machinery, accessories and chemical specialties for swimming-pools, irrigation and water treatment.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Fluidra Middle East Fze, domiciled in Jebel Ali ( Dubai), is engaged in the marketing of equipment for swimming-pools and water treatment, as well as related accessories.
Fluidra Montenegro DOO domiciled in Podgorica ( Montenegro) is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, accessories, products and special equipment for pool and water system and irrigation maintenance.
Fluidra (N.Z.) Limited, domiciled in North Shore City (New Zealand), is engaged in the distribution and sale of pool material.
Fluidra Nordic AB , domiciled in Källered (Sweden) is mainly engaged in the purchase, sale, import, export of product categories and products relating to swimming-pools, water treatment and irrigation.
Fluidra Nordic A/S (formerly Fluidra Danmark A/S) , domiciled in Rödekro (Denmark) is mainly engaged in the purchase, sale, import and export of product categories and products relating to swimming-pools, water treatment and irrigation.
Fluidra Österreich GmbH " SSA", domiciled in Grödig (Austria) is mainly engaged in the marketing of swimming-pool products.

-Fluidra Polska, SP. Z.O.O., domiciled in Wroclaw ( Poland) is mainly engaged in the marketing of pool accessories.

Fluidra Romania S.A., domiciled in Bucharest ( Romania) is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, accessories, products and special equipment for pool and water system and irrigation maintenance.

-Fluidra Serbica, D.O.O. Beograd, domiciled in Belgrade (Serbia) is mainly engaged in the marketing of swimmingpool material.

Fluidra Services France, S.A.S., domiciled in Perpignan ( France), is mainly engaged in the rendering of administrative services, legal, tax and financial advisory services, staff management and training, IT, logistics, marketing and financial brokering services for the benefit of the other companies in the Group to which it belongs.
Fluidra Services Italia, S.R.L., domiciled in Brescia ( Italy), is engaged in the rendering of services, including and mainly, accounting, administrative and financial.
Fluidra SI D.O.O., domiciled in Ljubljana (Slovenia) is mainly engaged in marketing pool-related goods, products and materials.
Fluidra Singapore, PTE LTD, domiciled in Singapore ( Singapore), is mainly engaged in the marketing of pool-related accessories.

-Fluidra Switzerland, S.A., domiciled in Bedano (Switzerland) is mainly engaged in the marketing of pool material.

Fluidra ( Thailand) Co., Ltd, domiciled in Samuthprakarn ( Thailand), is engaged in the holding and use of equity shares and securities.
Fluidra Tr Su Ve Havuz Ekipmanlari AS, domiciled in Tuzla (Turkey), is engaged in the import of equipment, chemical products and other secondary materials necessary for swimming-pools, and their subsequent distribution.
Fluidra Tunisie, S.A.R.L., with its registered office in El Manar (Tunisia), has as its main purpose the provision of manufacturing services and related activities aimed at promoting and strengthening the Fluidra Group's activity in Tunisia.
Fluidra USA, LLC, domiciled in Jacksonville ( USA), is engaged in the marketing of pool-related products and accessories.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Fluidra Vietnam LTD, domiciled in Ho Chi Minh City ( Vietnam) is engaged in advising, allocating and installing pool filtering systems and water applications, as well as the import, export and distribution of wholesale and retail products.
Fluidra Waterlinx Pty, Ltd , domiciled in Johannesburg ( South Africa), is mainly engaged in the manufacture and distribution of swimming-pools, equipment and spa and garden accessories.

-I.D. Electroquímica, S.L.U., domiciled in Alicante (Alicante, Spain), is engaged in the sale of all types of process development machines and electrochemical reactors.

Industrias Mecánicas Lago, S.A.U., domiciled in Sant Julià de Ramis ( Girona, Spain), is engaged in the manufacture and marketing of liquid and fluid transfer pumps, swimming-pools and their accessories.
Innodrip, S.L.U., domiciled in Sant Cugat del Vallés ( Barcelona, Spain) is engaged in the rendering of services aimed at the sustainable use of water.
Inquide, S.A.U., (absorbing company of Metalast S.A.U.) domiciled in Polinyà ( Barcelona, Spain), is mainly engaged in the manufacture of chemical products and specialties in general, excluding pharmaceutical products.
Laghetto France, S.A.R.L., domiciled in Saint-Cannat (France), is mainly engaged in the purchase and sale of sports, leisure and pool materials and equipment and related accessories.
Manufacturas Gre, S.A.U. ( merged with Swimco Corp, S.L.U.), domiciled in Munguia ( Vizcaya, Spain), is engaged in the manufacture and marketing of products, accessories and pool-related products.
Ningbo Dongchuan Swimming Pool Equipment Co., LTD, domiciled in Ningbo ( China), is engaged in the production and installation of swimming-pool equipment, brushes, plastic and aluminium products, industrial thermometer, water disinfection equipment and water testing equipment. Import and export of technology for own use or as an agent.
Piscines Techniques 2000, S.A.S., domiciled in Perpignan ( France), is engaged in the sale of spare parts for swimming-pools; the purchase and sale of swimming-pool equipment and used water systems; the sale, distribution, marketing, repair and maintenance of swimming-pool equipment, gardening, irrigation and water treatment; and technical advice to swimming-pool and water professionals.

-Poltank, S.A.U., domiciled in Sant Jaume de Llierca (Girona, Spain), whose corporate purpose is the construction of all kinds of elements that can be manufactured with fibreglass and, in particular, of elements or instruments, filters and accessories for water treatment, as well as their sale, distribution, marketing, export and import.

Poolweb, SAS, domiciled in Chassieu (France), is engaged in the purchase and sale of equipment used in pools and other businesses related to water and relax, technical assistance to professionals in the field and creation and sale of computer programs related to the above activities.
Price Chemicals Pty Ltd, domiciled in Melbourne ( Australia) is engaged in the production and distribution of chemical products for swimming-pools and spas. locally produces its own brands of renowned chemical products It imports and in both the residential and commercial markets.
Productes Elastomers, S.A., domiciled in Sant Joan Les Fonts ( Girona, Spain), is engaged in the manufacture of rubber molded parts, as well as all types of natural and synthetic rubber; the execution and development of techniques for the maintenance of pressure rollers; their repair and trueing; and in general, the production, manufacture and processing of all types of rubber and plastic products.
Riiot Labs NV/SA, domiciled in Harzé, Aywaille (Belgium), is mainly engaged in the design, development, manufacture, marketing and operation, by any means, including via the granting of patents and licences to third parties, of objects linked to the analysis and treatment of swimming-pool water quality and IT software relating to these objects and any similar, comparable or supplementary product.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

SR Smith, LLC, domiciled in Canby, Oregon (United States), has as its corporate purpose to engage in any lawful act or activity that limited liability companies may engage in under Delaware law, including consulting, brokering, commissions or investments in other companies.
Sacopa, S.A.U., domiciled in Sant Jaume de Llierca ( Girona, Spain), is mainly engaged in the processing, marketing and sale of plastic materials, as well as the manufacture, assembly, processing, purchase and sale and distribution of all types of lighting and decoration devices and tools. Foreign and domestic trading activities of all types of goods and products directly and indirectly related to the above products, their purchase and sale and distribution. Representation of domestic and foreign brands and commercial and industrial enterprises engaged in the manufacture of the aforementioned products.
Saline Generating System LLC, domiciled in Tempe, Arizona (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
Shenandoah Manufacturing LLC, domiciled in Newnan, Georgia (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the Law and to engage in any and all activities required or incidental thereto.
SIBO Fluidra Netherlands B.V., domiciled in Veghel (The Netherlands), has as its corporate purpose to act as a wholesale technician and to carry out all activities directly or indirectly related thereto; as well as to incorporate, participate in and direct the management, to have financial interests in other companies; and to provide administrative services.
SRS Australia Pty LTD, domiciled in Brisbane, Queensland (Australia), is principally engaged in the sale of swimmingpool cover equipment and materials to both residential and commercial retail and wholesale customers.
SRS Holdco, LLC, domiciled in Canby, Oregon (United States), is essentially engaged in defending directly or indirectly the ownership interests of SRS and may engage in any necessary, related, convenient, desirable, incidental or appropriate activity or commence through SRS or any other entity, any activity related to SRS's line of business. In connection with that purpose, and in order to carry it out, the company may undertake any necessary activity.
Sunbather Pty LTD, domiciled in Hastings, Victoria (Australia), is principally engaged in the manufacture and distribution of swimming-pool heating equipment and thermal pool covers.
Talleres del Agua, S.L.U., domiciled in Polígono Industrial de Barros, Ayuntamiento de los Corrales de Buelna (Cantabria, Spain), is engaged in the building, sale, installation, air-conditioning and maintenance of swimming-pools, as well as the manufacture, purchase and sale, import and export of all types of swimming-pool tools.
Taylor Water Technologies LLC, domiciled in Sparks, Maryland (USA), is principally engaged in the manufacture and distribution of water testing solutions, testing stations and test strips for swimming-pools and plastic bottles.

-Togama, S.A.U., domiciled in Villareal (Castellón, Spain), whose corporate purpose is the manufacture and marketing of ceramic and vitreous products and, in general, products intended for swimming-pool linings, regardless of the material used, and for which it may carry out all transactions that are unrelated and complementary.

Trace Logistics North, B.V.., domiciled in Veghel ( Holland), is engaged in receiving third-party goods in consignment in its warehouses or premises for their storage, control and distribution to third parties at the request of its depositors; performing storage, depositing, loading and unloading duties and any other function required for managing the distribution of these goods in accordance with the instructions of the depositors and arranging and managing transport.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Trace Logistics, S.A.U., domiciled in Maçanet de la Selva ( Girona, Spain), is engaged in receiving third-party goods in consignment in its warehouses or premises for their storage, control and distribution to third parties at the request of its depositors; performing storage, loading and unloading duties and other supplementary activities that are necessary for managing the distribution of these goods in accordance with the instructions of the depositors and arranging and managing transport.
Turcat Polyester Sanayi Ve Ticaret A.S., domiciled in Tuzla (Turkey), is engaged in the production, import, export and marketing of products and accessories, purification filters and chemical products.
Unistral Recambios, S.A.U., domiciled in Maçanet de la Selva ( Girona, Spain), is engaged in the manufacture, purchase and sale and distribution of machinery, accessories, spare parts, parts and products for water treatment and purification in general.

-Veico. Com. Br Indústria e Comércio LTDA, domiciled in Ciudad de Brusque ( Brazil), is engaged in the manufacture and marketing of all types of swimming-pool articles and accessories.

-W.I.T. Egypt, Egyptian Limited Liability Company, domiciled in Cairo (Egypt), is mainly engaged in the marketing of swimming-pool accessories.

Ya Shi Tu Swimming Pool Equipment ( Shanghai) Co, Ltd,. domiciled in Tower E, Building 18, nº 238, Nandandong Road, Xu Hui District ( Shanghai), is mainly engaged in the marketing of swimming-pool products.
Zodiac International, S.A.S., established in Belberaud (France), is principally engaged in the construction, purchase, sale and rental of space, maritime and air navigation equipment and objects made of rubberised or ungummed fabrics, as well as the manufacture and marketing of inflatables (boats or semi-rigid craft).
Zodiac Pool Care Europe, S.A.S., domiciled in Belberaud (France), is engaged in the distribution and sale of poolrelated products and accessories.
Zodiac Pool Care South Africa (Proprietary) Limited, domiciled in Centurion (South Africa), is engaged in the manufacture, distribution and sale of pool equipment and products and chemical specialties.
Zodiac Pool Solutions, LLC, domiciled in Carlsbad (USA) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.
Zodiac Pool Systems Canada, INC, domiciled in Vancouver (Canada), is engaged in the distribution and sale of poolrelated products and accessories.
Zodiac Pool Systems, LLC, domiciled in Carlsbad (USA), is mainly engaged in the manufacture and distribution of several Group brands relating to pool equipment.
Zodiac Swimming Pool Equipment (Shenzen), Co, Ltd, domiciled in Shenzen (China), is mainly engaged in the rendering of technical services for pool and spa equipment; the distribution, sale, import and export of pool and spa products and elements and post-sales services.
ZPES Holdings, S.A.S. (Absorbing company of Zodiac Pool Solution SAS), domiciled in Belberaud (France) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.
ZPNA Holdings, S.A.S., domiciled in Belberaud (France) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.

Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned

31 December 2021

Associates consolidated using the equity method

Astral Nigeria, Ltd., domiciled in Surulere-Lagos (Nigeria), is engaged in the marketing of swimming-pool products.
Aspire Polymers Pty. LTD, domiciled in Mornington, Victoria (Australia), is principally engaged in the manufacture and distribution of a wide range of rubber rollers.

DIRECTORS' REPORT

Notes to the Annual Accounts

31 December 2021

SUMMARY

1. General business outlook

1.1. Business evolution and results
1.2. General description of Risk Policy
1.3. Treasury shares
1.4. Research, Development and Technological Innovation
1.5. Environmental issues
1.6. Personnel

1.7. Non-financial information and diversity - Act 11/2018

2. Annual Corporate Governance Report

1. Auditor's Report on the system of Internal Control over Financial Reporting (ICFR)
1. Annual Report on Remuneration of Directors

Directors' Report

31 December 2021

1. General business outlook

1.1. Business evolution and results

Revenue decreased by Euros 152,915 thousand with respect to the corresponding prior year period. This decrease is essentially explained by the lack of dividend income from Fluidra Finco, S.L.U., the only Group company that Fluidra, S.A. has a direct stake in at 31 December 2021 (see Note 7). In 2020, income of Euros 163,000 was received.

Personnel expenses have risen mainly as a result of the average workforce rising to 130 employees, essentially in the "Administration and purchasing" departments, affecting the salaries and wages expense. (see Note 17). Due to the integration of the staff from the companies Fluidra Services Spain, S.L.U. and Fluidra Engineering Services, S.L.U. (see Note 3 q)

There has been an increase in Other operating expenses, which has increased by 5,566 thousand euros compared to the previous year, mainly as a result, among others, of the incorporation of the companies of Fluidra Services Spain, S.L.U. and Fluidra Engineering Services S.L.U.

Due to the main changes mentioned above, operating results for the year go from Euros 136.8 million in 2020 to a Euros -40.7 million in 2021.

In terms of the net finance result, there is not a significant difference between the 2021 result (a profit of Euros 1,925 thousand) and the 2020 result (a profit of Euros 2,170 thousand).

If we analyse the balance sheet at 31 December 2021 compared to the balance sheet at 31 December 2020, there are no significant variations other than the investment in own shares reflected in the caption Own shares and equity holdings (which went from Euros -35,841 thousand in 2020 to Euros -168,491 thousand in 2021), to meet the needs of the long-term variable remuneration plan described in note 19.

Loans and borrowings saw a significant variation, ending the year with a debt amount of Euros 120 million in the programme of promissory notes on the Alternative Fixed Income Market (MARF), while there was no debt amount in the prior year (see Note 12).

The average payment period to suppliers is 40 days.

1.2. General description of Risk Policy

In terms of managing the risk policy, the Company has not modified its management of financial market risks (exchange rate and interest rate), maintaining the same hedging policies.

1.3. Treasury shares

Over 2021 the Company has carried out several purchase and sale transactions of treasury shares (9,318,560 shares purchased and 6,065,987 sold). At year end, the Company owned 5,796,311 treasury shares, which account for 2.96% of share capital and a cost of Euros 168,491 thousand.

1.4. Research, Development and Technological Innovation

No investments have been made in research, development and technological innovation during 2021.

1.5. Environmental issues

At 31 December 2021 there are no significant assets for the protection or improvement of the environment and it has not incurred any major expenses of an environmental nature during either year.

1.6. Personnel

The number of employees at year end has increased by 174 compared to 2020.

1.7. Non-financial information and diversity - Act 11/2018

Directors' Report

31 December 2021

This information required by Act 11/2018 is included in the consolidated directors' report which forms an integral part of the Consolidated Annual Accounts. The individual directors' report is exempt from reporting requirements.

1.8. Subsequent events

See Note 25

ISSUER IDENTIFICATIONPARTICULARS

Year-end date:	31/12/2021
Tax Identification Code:	A-17728593

Registered name:

FLUIDRA, S.A.

Registered office:

AV. ALCALDE BARNILS 69 08174 SANT CUGAT DEL VALLÉS (BARCELONA)

A. OWNERSHIP STRUCTURE

A.1. Complete the following table regarding the share capital and attached voting rights, including any rights corresponding to loyalty shares, at the year end:

Indicate whether the company's Articles of Association provide for double votes for loyalty:

[ ] Yes

[ √ ] No

Date of last	Share capital(€)	Number of	Number of
change		shares	voting rights
02/07/2018	195,629,070.00	195,629,070	195,629,070

Indicate whether there are different classes of shares with different rights attaching thereto:

[ ] Yes

[ √ ] No

A.2. List the direct and indirect holders of significant shareholdingsin the company at the end of the year, including members of the board of directors who have a significant shareholding:

Name of shareholder	% voting rights attached to shares		% voting rights through financial instruments	% of total voting rights
	Direct	Indirect	Direct	Indirect
RHÔNE CAPITAL LLC	0.00	11.47	0.00	0.00	11.47
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	11.47	0.00	0.00	0.00	11.47
THREADNEEDLE ASSET MANAGEMENT LIMITED	0.10	3.18	0.00	0.00	3.28
BLACKROCK INC.	0.00	1.32	0.00	1.70	3.02
Mr MANUEL PUIG ROCHA	0.00	5.00	0.00	0.00	5.00
Mr JUAN PLANES VILA	0.03	7.11	0.00	0.00	7.14
BLACKROCK EUROPEAN MASTER HEDGE FUND LIMITED	0.00	0.00	0.00	2.98	2.98

ANNUAL CORPORATE GOVERNANCE REPORT OF LISTED PUBLIC LIMITED COMPANIES

Name of shareholder	% voting rights attached to shares		% voting rights through financial instruments	% of total voting rights
	Direct	Indirect	Direct	Indirect
DISPUR, S.L.	0.63	6.48	0.00	0.00	7.11
CONCERTED ACTION	0.00	25.00	0.00	0.00	25.00
G3T, S.L.	5.00	0.00	0.00	0.00	5.00
Mr ROBERT GARRIGOS RUIZ	0.00	6.04	0.00	0.00	6.04
CAPITAL RESEARCH AND MANAGEMENT COMPANY	0.00	3.25	0.00	0.00	3.25
BOYSER, S.L.	1.08	6.52	0.00	0.00	7.60
EDREM, S.L.	0.28	6.50	0.00	0.00	6.78
PIUMOC INVERSIONS, S.L.U.	5.50	0.00	0.00	0.00	5.50
ANIOL, S.L.	0.54	5.50	0.00	0.00	6.04

Breakdown of the indirect shareholdings:

Name of indirect shareholder	Name of direct shareholder	% voting rights attached to	% voting rights through financial instruments	% of total voting rights
BLACKROCK INC.	BLACKROCK INC.	shares 1.32	1.70	3.02
THREADNEEDLE ASSET MANAGEMENT LIMITED	THREADNEEDLE ASSET MANAGEMENT LIMITED	3.18	0.00	3.18
Mr MANUEL PUIG ROCHA	BANELANA, S.L.	5.00	0.00	5.00
RHÔNE CAPITAL LLC	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L	11.47	0.00	11.47
BLACKROCK EUROPEAN MASTER HEDGE FUND LIMITED	BLACKROCK EUROPEAN MASTER HEDGE FUND LIMITED	0.00	2.98	2.98
DISPUR, S.L.	DISPUR POOL, S.L.	6.48	0.00	6.48

Name of indirect shareholder	Name of direct shareholder	% voting rights attached to	% of total voting rights
CONCERTED ACTION	DISPUR POOL, S.L.	shares 6.48	6.48
CONCERTED ACTION	BOYSER CORPORATE PORTFOLIO, S.L.	6.52	6.52
CONCERTED ACTION	PIUMOC INVERSIONS, S.L.U.	5.50	5.50
CONCERTED ACTION	EDREM CARTERA, S.L.U.	6.50	6.50
Mr JUAN PLANES VILA	DISPUR POOL, S.L.	6.48	6.48
Mr JUAN PLANES VILA	DISPUR, S.L.	0.63	0.63
BOYSER, S.L.	BOYSER CORPORATE PORTFOLIO, S.L.	6.52	6.52
EDREM, S.L.	EDREM CARTERA, S.L.U.	6.50	6.50
CAPITAL RESEARCH AND MANAGEMENT COMPANY	CAPITAL RESEARCH AND MANAGEMENT COMPANY	3.25	3.25
Mr ROBERT GARRIGOS RUIZ	ANIOL, S.L.	6.04	6.04
Mr ROBERT GARRIGOS RUIZ	PIUMOC INVERSIONS, S.L.U.	5.50	5.50

State the most significant movementsin the shareholding structure that have occurred during the year:

Most significant movements

On 20th January 2021, the company G3T, S.L. informed the Spanish National Securities Market Commission (CNMV) of the acquisition of a significant shareholding in the Company's capital which totalled 3.861%, and was increased to 5.002% on 19th March 2021, according to notice issued by G3T, S.L. to the CNMV on 23rd March 2021.

On 20th January 2021, THREADNEEDLE ASSET MANAGEMENT LIMITED informed the CNMV that it held a significant shareholding in the Company's capital which in total, taking into account its indirect shareholding through several funds and portfolios it manages (3.18% of the Company's share capital) and its direct shareholding (0.10% of the Company's share capital), totals 3.279% of the Company's share capital.

On 15th September 2021, CAPITAL RESEARCH AND MANAGEMENT COMPANY informed the CNMV that it held a significant shareholding in the Company's capital which in total, taking into account its indirect shareholding through several funds and portfolios managed by companies it controls, totals 3.252% of the Company's share capital.

After several movements during the year, on 2nd September 2021, BlackRock Inc. exceeded the threshold of 3% of the Company's capital, specifically reaching 3.02%.

Piscine Luxembourg Holdings 1, S.A.R.L., a wholly owned subsidiary of Rhône Capital LLC, carried out the following operations in 2021:

On 19th January 2021, it carried out an accelerated placement of approximately 10.7% of the Company's capital.
On 11th May 2021, it carried out an accelerated placement of approximately 4.91% of the Company's capital.
On 14th September 2021, it carried out an accelerated placement of approximately 5.1% of the Company's capital.

As a result of these placements, Piscine Luxembourg Holdings 1, S.A.R.L.'s holding in the Company at 31st December 2021 totalled 11.47% of the Company's capital.

A.3. Disclose the shareholding, irrespective of the percentage, at the end of the year held by members of the board of directors who hold voting rights attached to sharesin the company or through financial instruments, excluding directors identified in section A.2 above:

Name of director	% voting rights attached to shares		% voting rights through financial instruments		% of total voting rights	% voting rights that can be transferred through financial instruments
	Direct	Indirect	Direct	Indirect		Direct	Indirect
Mr GABRIEL LÓPEZ ESCOBAR	0.01	0.00	0.00	0.00	0.01	0.00	0.00
Mr JOSÉ MANUEL VARGAS GÓMEZ	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Ms ESTHER BERROZPE GALINDO	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Mr ELOI PLANES CORTS	0.17	0.00	0.00	0.00	0.17	0.00	0.00
Mr BRUCE WALKER BROOKS	0.03	0.00	0.00	0.00	0.03	0.00	0.00
Mr MICHAEL STEVEN LANGMAN	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Mr BRIAN MCDONALD	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Ms BARBARA BORRA	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Mr BERNARDO CORBERA SERRA	0.11	0.15	0.00	0.00	0.26	0.00	0.00
Mr OSCAR SERRA DUFFO	0.03	0.00	0.00	0.00	0.03	0.00	0.00

% of total voting rights held by members of the board of directors 6.00

•The shareholder Piscine Luxembourg Holdings 1, S.A.R.L., a wholly owned subsidiary of Rhône Capital LLC, which has a shareholding of 11.47% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary directors Mr José Manuel Vargas Gómez and Mr Michael Steven Langman and the executive director Mr Bruce Walker Brooks.

• The shareholder Boyser, S.L., which has a total shareholding, direct and indirect, of 7.60% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary director Mr Óscar Serra Duffo.

• The shareholder Edrem, S.L., which has a total shareholding, direct and indirect, of 6.78% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary director Mr Bernardo Corbera Serra.

• The shareholder Dispur, S.L., which has a total shareholding, direct and indirect, of 7.11% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary director Mr Eloi Planes Corts.

• The shareholder Aniol, S.L., which has a total shareholding, direct and indirect, of 6.04% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary director Piumoc Inversions, S.L., in turn represented by Mr Bernat Garrigós Castro.

Breakdown of the indirect shareholding:

Name of director	Name of direct shareholder	% voting rights attached to shares	% voting rights through financial instruments	% of total voting rights	% voting rights that can be transferred through financial instruments
Mr BERNARDO CORBERA SERRA	BERAN CARTERA, S.L.U.	0.15	0.00	0.15	0.00

There are no observations.

Breakdown of the total percentage of voting rights represented on the board:

Total % voting rights presented on the board of directors	39.50

A.4. State any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as they are known to the company, except where they are immaterial or derive from ordinary commercial transactions, except those reported in section A.6:

Name of related parties	Type of relationship	Brief description
No data

A.5. State any commercial, contractual or corporate relationships between owners of significantshareholdings and the company and/or the group, except where they are immaterial or derive from ordinary commercial transactions of the company:

Name of related parties	Type of relationship	Brief description
No data

A.6. Describe any relationships, unless insignificant for both parties, between significant shareholders or shareholders represented on the board and directors, or their representativesin the case of board members that are legal persons.

Explain, as the case may be, how significantshareholders are represented. Specifically,state those directors who have been appointed to representsignificantshareholders, those whose appointments were proposed by significant shareholders, or are related to significant shareholders and/or companies in their group, specifying the nature of such ties. In particular, mention the existence, identity and post of members of the board, or representatives of directors, of the listed company who are in turn members of the board or their representativesin companiesthat hold significantshareholdingsin the listed company or in group companies of these significant shareholders:

Name of related director or representative	Name of related significant shareholder	Name of the group company of the significant shareholder	Description of relationship/post
Mr JOSÉ MANUEL VARGAS GÓMEZ	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	José Manuel Vargas Gómez is Senior Advisor of Rhône Group
Mr BERNARDO CORBERA SERRA	EDREM, S.L.	EDREM, S.L.	Bernardo Corbera Serra is CEO of Edrem, S.L.
Mr OSCAR SERRA DUFFO	BOYSER, S.L.	BOYSER, S.L.	Óscar Serra Duffo is chairman of the Board of Directors of Boyser, S.L.
Mr ELOI PLANES CORTS	DISPUR, S.L.	DISPUR, S.L.	Eloi Planes Corts is a director of Dispur, S.L.
Mr BERNAT GARRIGOS CASTRO	PIUMOC INVERSIONS, S.L.U.	ANIOL, S.L.	Bernat Garrigós Castro is CEO of Aniol, S.L.
Mr BRUCE WALKER BROOKS	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	The appointment of Bruce Walker Brooks as a director was proposed by Rhône Group
Mr MICHAEL STEVEN LANGMAN	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	Michael Steven Langman is General Director of Rhône Group

A.7. State whether the company has been notified of any shareholders' agreements affecting the company pursuant to the provisions of articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital). If so, briefly describe these agreements and list the shareholders bound by them:

[ √ ]	Yes
[ ]	No

Parties to the shareholders' agreement	% share capital affected	Brief description of the agreement	Date of expiration of the agreement, if any
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L., PIUMOC INVERSIONS, S.L.U.,ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.	39.00	On 03/11/2017 a shareholders' agreement was formalized by the same shareholders of Fluidra who are parties to the shareholders' agreement initially formalized on 05/09/2007 and Piscine Luxembourg Holdings 1, S.à.r.l. (controlled by Rhône Capital LLC), reported through Relevant Event no. 258222. This shareholders' agreement came into effect on 02/07/2018, which is the date of effects of the cross-border merger by absorption by Fluidra, S.A. (transferee) of Piscine Luxembourg Holdings 2 S.à.r.l. (transferor) reported by the Company through Relevant Event no. 258221.	Regulated in Clause 20 of the Agreement, available on www.fluidra.com, Shareholders and Investors, Corporate Governance, Shareholders' Agreements
PIUMOC INVERSIONS, S.L.U.,ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.	27.53	On 05/09/2007 a shareholders' agreement was formalized by certain shareholdersin Fluidra, S.A. which was reported as a Relevant Event to the CNMV on 02/01/2008 with no. 87808. The agreement has been modified on 6 occasions(First novation: 10/10/2007; Second novation: 01/12/2010, Relevant Event no. 134239; Third novation: 30/07/2015, Relevant Event no. 227028; including supplementary agreement of 30/09/2015, Relevant Event no. 229114; Fourth novation: 27/07/2017 Relevant Event no. 255114; Fifth novation 03/11/2017, Relevant Event no. 258223, modified on 25/04/2018, Relevant Event no. 264650, subrogations on 23/05/2018 Relevant Event no. 266060, and supplementary agreement to the Fifth Novation on 27/07/2018, Relevant Event no. 268610; Sixth novation 22/12/2020, Notice of Other Relevant Information no. 6355).	Regulated in Clause One and Clause Seven of the Agreement, available on www.fluidra.com, Shareholders and Investors, Corporate Governance, Shareholders' Agreements

State whether the company is aware of the existence of concerted actions among its shareholders. If so, briefly describe them:

$$\begin{array}{ccc} \mathsf{[\mathsf{V}]} & & \mathsf{\mathsf{Yes}} \ \mathsf{[\mathsf{I}]} & & \mathsf{\mathsf{No}} \ \end{array}$$

Partiesto the concerted action	% share capital affected	Brief description of the concerted action	Date of expiration, if any
PIUMOC INVERSIONS, S.L.U., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.,	25.00	The Syndication Agreement establishes the parties bound by it, and in relation to the shares referred to in it, the parties undertake to exercise their voting rights at General Meetings of Fluidra as indicated in the Syndication Agreement.	Regulated in Clause One and Clause Seven of the Agreement, available on www.fluidra.com, Shareholders and Investors, Corporate Governance, Shareholders' Agreements

Expressly state whether any of such agreements, arrangements or concerted actions have been modified or terminated during the financial year:

A.8. State whether there is any individual or company that exercises or could exercise control over the company in accordance with article 5 of the Securities Market Act (Ley del Mercado de Valores). If so, identify the party in question:
- [ ] Yes [ √ ] No
A.9. Complete the following tables regarding the company's own shares:

At year end:

Number of	Number of	Total % of
direct shares	indirectshares (*)	share capital
5,796,311		2.96

(*) Through:

Name of direct shareholder	Number of direct shares
No data

Explain any significant variations occurring during the year:

Explain significant variations

On 19th January 2021, in the framework of the placement through an accelerated bookbuild offering among institutional investors carried out by BofA Securities Europe SA and Joh. Berenberg, Gossler & Co. KG as placement entities on behalf of Piscine Luxembourg Holdings 1 S.à.r.l., a company controlled by Rhône Capital LLC, Fluidra acquired a total of 1,467,218 own shares, at a price of 20.20 euros per share, which represented a discount of 4.27% on the closing price on 19 th January 2021. Subsequently, on 11th May 2021, in the framework of a second placement, through an accelerated bookbuild offering among institutional investors carried out by BNP PARIBAS, BofA Securities Europe SA and Joh. Berenberg, Gossler & Co. KG as placement entities on behalf of Piscine Luxembourg Holdings 1 S.à.r.l., a company controlled by Rhône Capital LLC, Fluidra acquired a total of 1,800,000 own shares, at a price of 31.30 euros per share, which represented a discount of 5% on the closing price on 10th May 2021.

The aim of these purchases by the Company was to acquire own shares in order to comply with the obligations established in the share-based Incentive Plan for senior managers and executive directors of the Fluidra Group, approved by the General Shareholders' Meeting held on 27th June 2018.

A.10. Describe the terms and conditions and the duration of the powers currently in force given by the shareholdersto the board of directorsin order to issue, repurchase or transfer own shares of the company:

At the Ordinary General Shareholders' Meeting held on 3rd May 2017, it was resolved to (i) authorize the Company to proceed with the derivative acquisition of own shares, directly or through group companies, and with the express power to reduce the share capital to redeem own shares, delegating to the Board of Directors the necessary powers to execute the resolutions passed by the General Meeting in this regard, rendering the previous authorization without effect, and (ii) authorize it to apply the portfolio of own shares, as the case may be, to the execution or coverage of remuneration systems. The authorization granted is valid for a term of five (5) years as of the date the resolution is passed, i.e. until 3 rd May 2022. At the Board meeting of 16 th December 2021, it was resolved, in the context of this authorization granted to the Board of Directors, to authorize the Chairman/CEO and the Co-CEO, jointly and severally and indistinctly, to proceed with the derivative acquisition and disposal of own shares up to a maximum number of shares not exceeding four (4%) per cent of the Company's share capital. This authorization will be valid until 3rd May 2022.

A.11. Estimated free float:

	%
Estimated free float	37.14

A.12. State whether there are any restrictions(under the Articles of Association, legislative or of any other nature) on the transfer of securities and/or any restrictions on voting rights. In particular, disclose the existence of any restrictions that might hinder a takeover of the company through the acquisition of its shares on the market, and any prior authorization or communication arrangementsin respect of acquisitions or transfers of the company'sfinancial instrumentsthat are applicable to it by virtue of sector-specific regulation.

[ √ ]	Yes
[ ]	No

Description of the restrictions

The redrafted text of the vote and share syndication agreement formalized on 22nd December 2020 establishes that none of the Syndicated Shareholders (as defined in the agreement) may sell, transfer, assign, convey or otherwise dispose of or encumber the Syndicated Shares (25% of share capital) and/or ownership of the inherent voting or economic rights associated to the shares throughout the term of the syndication, i.e. the period running from the date on which the Fluidra shares are admitted for trading (i.e. 31st October 2007) and the first of the following dates: (i) 30th June 2024, (ii) the date on which the obligation may arise to submit a takeover bid for all the securities of Fluidra, in accordance with the provisions of Royal Decree 1066/2007, of 27 th July, on the regime of takeover bids. As an exception to the above, with effect from 1st January 2022 and during the remainder of the Syndication Term, the Syndicated Shareholders may transfer certain Syndicated Shares up to a maximum, among all such Shareholders, equal to three (3) per cent of the share capital of Fluidra (the "Transferable Syndicated Shares"), based on the distribution set out for each Syndicated Shareholder in Appendix I to the vote and share syndication agreement, in accordance with certain rules and procedures.

The Agreement also establishes the mechanism for syndicating the votes associated to the Syndicated Shares.

In turn, the Shareholders' Agreement formalized on 3rd November 2017 between certain shareholders in Fluidra, S.A. (the "Current Shareholders") and Piscine Luxembourg Holdings 1, S.à.r.l. (a company controlled by Rhône Capital LLC) (the "SHA") establishes a series of rules and commitments, including a pre-emption right, for transfers by Piscine Luxembourg Holdings 1, S.à.r.l. after the aforesaid term of 24 months, provided that a series of circumstances and shareholding thresholds are met. In relation to the above, on 26th June 2019 Piscine Luxembourg Holdings 1, S.à.r.l. carried out a private placement, having received prior authorization from the Current Shareholders, through the accelerated placement addressed exclusively to eligible investors of 7,850,000 shares representing approximately 4% of the Company's share capital. Subsequently, on 18th November 2020, Piscine Luxembourg Holdings 1, S.à.r.l completed a second private placement, through the accelerated placement aimed exclusively at qualifying investors, of 12,121,212 shares representing approximately 6.2% of the Company's share capital. In 2021, Piscine Luxembourg Holdings 1, S.a.r.l. carried out three private placements, through accelerated placements aimed exclusively at qualifying investors, for a total of 40,600,000 shares representing approximately 20.71% of the Company's share capital. Following these accelerated placements, Piscine Luxembourg Holdings 1, S.à.r.l. holds 22,428,788 shares in the Company, representing approximately 11.47% of the capital.

A.13. State whether the general shareholders' meeting has approved the adoption of anti-takeover measures pursuant to the provisions of Act 6/2007.
- [ ] Yes [ √ ] No

If so, describe the measures approved and the terms on which the restrictions will become ineffective:

A.14. State whether the company has issued securitiesthat are not traded on a regulated market in the European Union.

[ ] Yes [ √ ] No

If applicable,specify the different classes of shares and the rights and obligations attaching to each class of shares:

B. GENERAL SHAREHOLDERS' MEETING

B.1. State and, if applicable, describe whether there are differences with respect to the minimum requirements set out in the Companies Act in connection with the quorum needed to hold a valid general shareholders' meeting:
- [ ] Yes [ √ ] No
B.2. State and, if applicable, describe any differencesfrom the rules set out in the Companies Act for the adoption of corporate resolutions:
- [ √ ] Yes
- [ ] No

	Qualified majority other than that established in article 201.2 LSC for cases described in article 194.1 LSC	Other situations of qualified majority
% established by the company for the adoption of resolutions	0.00	0.00

The Shareholders'Agreement formalized between Rhône Capital (through Piscine Luxembourg Holdings 1, S.A.R.L.) and the Fluidra founding families on 3rd November 2017 (Relevant Event notice no. 258222), provides for certain qualified majorities in order to pass certain resolutions of the General Shareholders' Meeting. The requirement for these qualified majorities, at 31st December 2021, was no longer applicable between the parties to that Shareholders' Agreement as the shareholding of Rhône Capital (through Piscine Luxembourg Holdings 1, S.A.R.L.) had fallen below 20% of share capital. However, these qualified majorities are still applicable to the extent indicated in article 33 of the company's Articles of Association and in article 25 of the General Meeting Regulations. See section B.3 below for further details.

B.3. State the rules applicable to the amendment of the company's Articles of Association. In particular, disclose the majorities provided for amending the Articles of Association, and any rules provided for the protection of shareholders' rightsin the amendment of the Articles of Association.

The procedure for amending the Articles of Association must conform to the provisions of article 285 and following of the Companies Act, which require approval by the General Shareholders' Meeting, with the quorum and majorities established in articles 194 and 201 of the aforesaid Act, as well as the requirement to draw up and make available to the shareholders a mandatory report by the directors justifying the amendment. Article 27 of the Articles of Association and article 15 of the General Meeting Regulations set out the principle contained in article 194 of the Companies Act and establish that in order for an ordinary or extraordinary General Meeting to resolve validly on any amendment of the Articles of Association, the attendance, in person or through a representative, of shareholders holding at least fifty per cent of the share capital with voting rights is required on the first call. On the second call, twenty-five per cent of the aforesaid capital will be sufficient. Article 24 of the General Meeting Regulations regulates the procedure for voting on proposed resolutions of the General Shareholders' Meeting, establishing, in the case of amendments to the Articles of Association, that each article or group of articles of sufficient entity is to be voted on separately. Furthermore, in accordance with the provisions of article 33 of the Articles of Association and article 35 of the General Meeting Regulations, in order to pass resolutions on the matters indicated below (the "Reserved Matters"), a vote in favour by sixty-nine per cent (69%) of the Company's share capital is required on first call and a vote in favour by sixty-six per cent (66%) of the Company's share capital on second call:

(i) increase in share capital, the issue of debentures or securities convertible into shares, with or without preferential acquisition rights, as well as the delegation of the power to pass resolutions on these matters to the Board of Directors;

(ii) reduction in share capital, except in cases where a reduction is mandatory by law;

(iii) the approval of any structure modification operations, such as transformation, merger, de-merger, global transfer of assets and liabilities and moving the Company's registered office abroad;

(iv) the approval of operations for the acquisition or disposal of essential assets in accordance with article 160.f) and article 511 bis of the Companies Act; (v) the voluntary dissolution of the Company;

(vi) the modification of the number of members of the Board of Directors;

(vii) the exclusion of the Company's shares from trading on any securities market; and

(viii) the amendment of the Company's Articles of Association in relation to any of the Reserved Matters referred to above.

B.4. State data on attendance at generalshareholders' meetings held during the year this report refersto and for the two previous years:

	Attendance data
Date of general meeting	% shareholders present in person	% represented	% remote voting
			Electronic voting	Other	Total
08/05/2019	1.36	86.75	0.00	0.00	88.11
Of which floating capital	0.79	11.42	0.00	0.00	12.21
19/05/2020	0.88	86.45	0.00	0.00	87.33
Of which floating capital	0.00	15.04	0.00	0.00	15.04
06/05/2021	3.33	78.12	0.00	0.00	81.45
Of which floating capital	0.00	24.97	0.00	0.00	24.97

B.5. State whether any item on the agenda of the general shareholders' meetings held during the year has not been approved by the shareholdersfor any reason:
- [ ] Yes [ √ ] No
B.6. State whether there are any restrictionsin the Articles of Association requiring a minimum number of shares in order to attend the general meeting, or to vote remotely:
- [ ] Yes [ √ ] No
B.7. State whether it has been established that certain decisions, other than those established by law, involving an acquisition, disposal, or contribution to another company of essential assets or similar corporate operations must be submitted for approval to the general shareholders' meeting:
- [ ] Yes [ √ ] No

B.8. State the address and method for accessing the company's website to access information on corporate governance and other information on general shareholders' meetings that must be made available to shareholdersthrough the company's website:

www.fluidra.com

Following the route to SHAREHOLDERS AND INVESTORS (https://www.fluidra.com/es/accionistas), among other options the following will appear: STOCK EXCHANGE INFORMATION REPORTING CENTER RELEVANT EVENTS CORPORATE GOVERNANCE CONTACT

C. COMPANY MANAGEMENT STRUCTURE

C.1. Board of Directors

C.1.1 Maximum and minimum number of directors established in the Articles of Association and the numberset by the general shareholders' meeting:

Maximum number of directors	12
Minimum number of directors	12
Number of directors established by the General Meeting	12

There are no observations in this regard.

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

Name of director	Type of director	Position on the board	Date of first appointment	Date of last appointment	Selection procedure
Mr GABRIEL LÓPEZ ESCOBAR	Independent	DIRECTOR	30/10/2014	08/05/2019	GENERAL MEETING RESOLUTION
Mr JOSÉ MANUEL VARGAS GÓMEZ	Proprietary	DIRECTOR	02/07/2018	02/07/2018	GENERAL MEETING RESOLUTION
Ms ESTHER BERROZPE GALINDO	Independent	DIRECTOR	06/09/2019	06/09/2019	GENERAL MEETING RESOLUTION
Mr BERNARDO CORBERA SERRA	Proprietary	DIRECTOR	05/09/2007	06/05/2021	GENERAL MEETING RESOLUTION
Mr OSCAR SERRA DUFFO	Proprietary	VICE-CHAIRMAN	05/09/2007	06/05/2021	GENERAL MEETING RESOLUTION
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	Independent	LEAD INDEPENDENT DIRECTOR	05/05/2015	08/05/2019	GENERAL MEETING RESOLUTION

Name of director	Representative	Type of director	Position on the board	Date of first appointment	Date of last appointment	Selection procedure
Mr ELOI PLANES CORTS		Executive	CHAIRMAN - CEO	31/10/2006	06/05/2021	GENERAL MEETING RESOLUTION
PIUMOC INVERSIONES, S.L.U.	Mr BERNAT GARRIGOS CASTRO	Proprietary	DIRECTOR	27/06/2018	27/06/2018	GENERAL MEETING RESOLUTION
Mr BRUCE WALKER BROOKS		Executive	CO-CEO	02/07/2018	02/072018	GENERAL MEETING RESOLUTION
Mr MICHAEL STEVEN LANGMAN		Proprietary	DIRECTOR	02/07/2018	02/07/2018	GENERAL MEETING RESOLUTION
Mr BRIAN MC DONALD		Independent	DIRECTOR	06/09/2019	06/09/2019	GENERAL MEETING RESOLUTION
Ms BARBARA BORRA		Independent	DIRECTOR	30/12/2021	30/12/2021	GENERAL MEETING RESOLUTION

Total number of directors	12

State any directorsthat have left the board, either through resignation or by a resolution of the General Meeting, during the reporting period:

Name of director	Type of director at time of leaving	Date of last appointment	Date director left	Specialized committees on which director served	State whether director left before end of term
Mr SEBASTIEN SIMON MAZELLA DI BOSCO	Proprietary	02/07/2018	08/06/2021	APPOINTMENTS AND REMUNERATION COMMITTEE EXECUTIVE COMMITTEE	YES
Mr MARTIN ARIEL ATLAS	Proprietary	14/06/2021	30/12/2021		YES

Reason for leaving, when it occurs before the end of the term of the post and other observations; information on whether the director has sent a letter to the other Board members and, in the case of removal of non-executive directors, the explanation or opinion of the director who has been removed by the General Meeting

On 15th June 2021, the Board of Directors of Fluidra unanimously passed a resolution acknowledging the resignation tendered by Mr Sébastien Mazella di Bosco from his post as proprietary director of the Company and, consequently, from the post of member of the Executive Committee and the Appointments and Remuneration Committee, following the termination of his professional relationship with Rhône Group.

For the purpose of covering the vacancy arising in the Board of Directors of the Company, at the proposal of the shareholder PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L., a company controlled by Rhône LLC, and following a favourable report by the Appointments and Remuneration Committee, it was resolved to appoint Mr Martin Ariel Atlas, by the system of co-optation, as a proprietary director of the Company.

Furthermore, to cover the vacancy on the Executive Committee, it was resolved to appoint, following a favourable report by the Appointments and Remuneration Committee, the proprietary director Mr José Manuel Vargas Gómez as a member of the Executive Committee of the Company to replace Mr Sébastien Mazella di Bosco. To cover the vacancy on the Appointments and Remuneration Committee, it was resolved to appoint, following a favourable report by that Committee, the proprietary director Mr Steven M. Langman as a member of the Appointments and Remuneration Committee to replace Mr Sébastien Mazella di Bosco.

On 30th December 2021, the Board of Directors of Fluidra unanimously passed a resolution acknowledging the resignation tendered by Mr Martin Ariel Atlas from his post as proprietary director of the Company.

This resignation took place in the framework of the reduction of Rhône Capital LLC's holding in the share capital of Fluidra and the consequent modification of its right to propose only three (3) directors of the Company instead of four (4) directors in accordance with the shareholders' agreement formalized on 3rd November 2017 in relation to the merger between the Company and Piscine Luxembourg Holdings 2 S.à.r.l.

For the purpose of covering the vacancy arising in the Board of Directors, it was then resolved to appoint Ms Barbara Borra, by the system of co-optation, as an independent director, at the proposal of the Appointments and Remuneration Committee, with effect from the aforesaid date. This appointment is subject to ratification at the next General Shareholders' Meeting of the Company that is held.

Both in the case of Mr Sébastien Mazella di Bosco and Mr Martin Ariel Atlas, both directors sent a letter to the other members of the board communicating their decision.

EXECUTIVE DIRECTORS
Name of director	Position within the company's structure	Profile
Mr ELOI PLANES CORTS	Executive Chairman - CEO	Eloi Planes Corts was born in Barcelona in 1969. Holder of a Degree in Industrial Engineering from the Polytechnic University of Catalonia (UPC) and a Master's Degree in Business Management from EADA. A member of the second generation of one of the founding families, Eloi joined Fluidra (then "Astral") as R&D Manager in 1994 and in 1998 was appointed as Logistics Manager and then as General Manager of AstralPool España, leading the mergers of different commercial companies in Spain and gaining in-depth knowledge of the business. In 2000, Eloi took on the General Management of AstralPool, continuing with the expansion of the business in international markets. In 2002, the family group took a decisive step: under the leadership of Eloi as General Manager, the Fluidra group was created (under the name of "Aquaria"), bringing together the pool production and distribution companies. Banco Sabadell acquired 20% of the share capital and joined the four owner families. Eloi led the change in logistical model. In 2006, Fluidra reached its current size with the incorporation of four previously independent partners. In the same year, Eloi was appointed CEO of the Fluidra group, leading the company to significant milestones: its flotation in 2007, its restructuring in 2008/09, accompanied by an acceleration of the internationalization process in the commercial aspect and the application of lean management in the industrial part of the group.

C.1.3 Complete the following tables concerning board members and their categories:

		EXECUTIVE DIRECTORS
Name of director	Position within the company's structure	Profile
		In 2016, Eloi took on the role of Executive Chairman of Fluidra. In that same year he created the Fluidra Foundation. In 2017 a major transformational corporate operation led by Eloi was announced: the merger with US company Zodiac, which was completed in July 2018. In 2021, Fluidra was included in the IBEX-35 index and closed the year with historic turnover of more than 2 billion euros. Eloi is Executive Chairman of the Board of Directors of Fluidra. He is also the President of the Barcelona International Pool Trade Show and of the Catalunya Cultura Foundation and a director of Dispur, S.L., and the natural person who acts as the representative of Dispur, S.L. as Chairman and Director of Fixe Climbing, S.L.
Mr BRUCE WALKER BROOKS	Co-CEO	Bruce W. Brooks holds a Degree in Marketing from the University of Virginia. Bruce brings significant experience in international management to Fluidra, after more than 20 years at Black & Decker Corporation. In 1986, shortly after obtaining his degree, he started his career at that company, where he held a number of different posts over the years, including group vice-president, president of the consumer product group, president of construction tools and vice-president of mechanical tools. In 2011, he joined Zodiac Pool Solutions where he held the post of CEO. During his time at Zodiac, Bruce led the company to an approach focused on the residential pool market, thus leading the company's financial resurgence after 2011. In 2016, Bruce oversaw the successful transition of ownership from the Caryle Group to Rhône Group and in 2018 he played a decisive role in in the plan to integrate with Fluidra. Throughout his career, Bruce has shown great skill in the management and development of existing companies as well as in their expansion into new markets, at both domestic and international level and is highly valued for his strategic reasoning and his capacity to develop and execute systems and processes with the successful attainment of short and long-term goals. Bruce holds the post of co-CEO and is also a member of the Board of Directors of Fluidra.

Total number of executive directors	2
% of total board	16.67

There are no observations.

EXTERNAL PROPRIETARY DIRECTORS
Name of director	Name of significant shareholder represented by the director or that proposed the director's appointment	Profile
Mr JOSÉ MANUEL VARGAS GÓMEZ	RHÔNE CAPITAL LLC	José Manuel Vargas has been a senior advisor at Rhône since 2006 and became a partner and managing director in 2017. However, Mr Vargas has temporarily stepped aside from the post of managing director of Rhône to dedicate his efforts to Maxam, a company in Rhône's investment portfolio, while retaining his other posts in the firm. In May 2020, Mr Vargas took on the post of Executive Chairman and CEO of Maxam. Previously he had been Chairman and CEO of Aena SME, SA, and led the restructuring process and partial privatization of the company and its IPO in 2015. He has also held the posts of CEO and Financial Director of Vocento and as a managing director of ABC. Prior to that, he had been financial director and general secretary of JOTSA (of the Philipp Holzmann group). José Manuel has served on a number of boards, such as those of the COPE radio station, Net TV and the newspaper El Correo. In 2015 he won the prize for Best Executive of the Year awarded by the Spanish Executives Association (Asociación Española de Directivos - AED) and was named Person of the Year in the economic and financial field by Spanish economic newspaper El Economista. He graduated in Business and Economics from the Complutense University of Madrid and holds a Law Degree from UNED. He is also a chartered accountant. José Manuel is currently also a member of the Board of Directors of Fluidra and of Wellbore Integrity Solutions, two companies in Rhône's investment
Mr BERNARDO CORBERA SERRA	EDREM, S.L.	portfolio. Born in Barcelona in 1965, he holds a Degree in Business Science from E.S.E.I. and has completed the IESE Senior Executive Programme. In the past he has held several posts in the Fluidra Group. In particular, he started his career at Astral Export, S.A. where he was responsible for expansion in Africa, the Middle East and Central America. In 1993, he moved to the USA where he took on the market study and subsequent implementation of Astral Products and Polytank in that country. In 1999, he joined Astral Grup with responsibility for North America and Mexico and was appointed as a member of the Executive Committee. In 2000 he was appointed to the Board of Directors of Fluidra, and CEO of Edrem, S.L., a family investment company. In addition, he manages and is a member of the board of the following companies in which he is also a significant investor: Beran Cartera, S.L., Inmobiliaria Tralsa, S.A. and Constralsa, S.L.
Mr OSCAR SERRA DUFFO	BOYSER, S.L.	Born in Barcelona in 1962. He obtained a Degree in Business Administration from Management School in 1981. He started his career in the marketing area of several family businesses, notably La Casera and Schweppes. In 1989 he joined the Commercial department of Plasteral, taking responsibility for the Spas division.

EXTERNAL PROPRIETARY DIRECTORS
Name of significant shareholder represented by the director or that proposed the director's appointment	Profile
	Throughout his career he has worked in the areas of marketing and communication. At present, he does not provide servicesfor the Fluidra Group, focusing his professional activity on the management of several real estate, communication and family companies. He is a director of Boyser Corporate Portfolio, S.L.U and of Pentamar, S.A. He is also the chairman of the Board of Directors of Boyser, S.L. and representative of a director in Constralsa, S.L.
ANIOL, S.L.	The natural person acting as representative of Piumoc Inversions, S.L.U. in exercising the post of Director is Mr Bernat Garrigós Castro, whose profile is as follows: Born in Barcelona in 1967. He obtained a Degree in Biology from the University of Barcelona in 1991, and later, in 1994, studied for a Master's Degree in EnvironmentalManagement at Duke University and an Executive Development Programme organized by IESE Business School.Since 2004, Bernat has managed Aniol, S.L. He is currently involved in several projects involving new technologies. His career in the Fluidra Group has included posts in several companies. From 1995 to 1998 he was Product Manager at Astral Grup and subsequently, until 2002, held the post of Production Manager at Servaqua, S.A. Bernat is CEO of Aniol, S.L. and of Piumoc Inversions, S.L.U. He is also president of the Alive Foundation and a member of the board of directors of Constralsa, S.L.
RHÔNE CAPITAL, LLC	Michael Steven Langman co-founded Rhône in 1996 and has been responsible for the day-to-day management of the company since its inception. Rhône is an alternative asset management company specializing in private equity. He is a Member and Managing Director of Rhône. Before founding Rhône, Steven was a Managing Director at Lazard Frères, where he specialized in mergers and acquisitions. Before joining Lazard Frères, Steven worked in the mergers and acquisitions department of Goldman Sachs. He has over thirty years of experience in finance, analysis and investments in public and private companies. In addition to Fluidra, S.A., Mr. Langman currently serves on the Boards of Directors of companies in which Rhône holds investments, including Baker & Baker Group Ltd., Hudson's Bay Company, Lummus Technology L.L.C., Vista Global Holdings and Wellbore Integrity Solutions LLC. He graduated with honours from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics.

Total number de proprietary directors	5
% of total board	41.67

There are no observations.

EXTERNAL INDEPENDENT DIRECTORS
Name of director	Profile
Mr GABRIEL LÓPEZ ESCOBAR	Born in Madrid in 1956, he holds a Degree in Business Science, a Master's Degree in Economic Sciences and a Postgraduate Diploma in Economic Science Studies and European Studies from the University of Nancy (France). He joined PwC in 1984 and was a partner of the firm until 2014. He has extensive experience in all kinds of auditing, financial advising and financial investigation services. He has been responsible for auditing major Spanish groups as well as the subsidiaries of international groups, providing his services to companies such as Abengoa (IBEX 35, Nasdaq), Deutsche Bahn, Kraft Foods, Marsans, Nacex, Randstad, RIU, Quirón, Securitas, Telvent (Nasdaq), ThyssenKrupp, TUI, Volkswagen/SEAT. During his final years at the firm he was also Chairman of the Supervision Committee of PwC Spain. In 2015 he served as advisor to the Family Board of Grupo Empresarial Fuertes, S.L. He has been an advisor on the Audit Committee of Corporación Químico Farmacéutica Esteve, S.A. since May 2018. He has been an independent director of BanSabadell Vida, BanSabadell Seguros Generales and BanSabadell Pensiones since July 2020. He has been an independent director of Fluidra since October 2014.
Ms ESTHER BERROZPE GALINDO	Ms Esther Berrozpe has been CEO of Ontex, a leading international group in personal hygiene, since January 2021. With 10,000 employees around the world and sales of 2.09 billion euros in 2020, Ontex develops and manufactures high-quality products for baby care, feminine care and adult care, and distributes its products in more than 110 countries to consumers, retailers and institutional and private healthcare service providers all over the world. Based in Aalst, Belgium, Ontex is listed on Euronext Brussels and is part of Bel Mid®. Previously, Esther was president for Europe, the Middle East and Africa at Whirlpool Corporation and executive vice-president of the company, world leader in the household electrical goods sector, which in 2018 had annual sales of 21 billion dollars, 92,000 employees and 65 production, research and development centres. She holds a degree in Economics and Business Science from Deusto University in San Sebastián. She led the company's integration and transformation process following the acquisition of Indesit Company by Whirlpool in 2014. Esther has extensive international experience of more than two decades in consumer goods companies and has held positions of responsibility both in Europe and the USA. She has also worked for Paglieri, Sara Lee and Wella Group. She also has considerable experience in brand consolidation in the commercial, industrial and logistics area, as well as in talent management and change culture, and in mergers and acquisitions. Esther was an independent director of Pernod Ricard, Ontex Group and Roca Corporación until December 2020.

EXTERNAL INDEPENDENT DIRECTORS
Name of director	Profile
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	Jorge Constans holds a degree in Economicsfrom the University of Barcelona, the General Management Programme of IESE and Business Management from ESADE. In a career spanning 22 years at Danone, he held several positionsin sales, marketing, general management in Spain and was later Chairman and CEO of Danone France. He was then responsible for the Europe region, and responsibility for the USA was later added. During the last two years in the company he was chairman of the dairy product division, with turnover of 12 B€ and present in more than 50 countries. At Louis Vuitton he held the position of Chairman and CEO. He currently serves on the Boards of Puig and Fluidra.
Mr BRIAN MCDONALD	Mr Brian McDonald was CEO of RGIS from 2014 to 2017. RGIS is the world'sleading inventory management company, a 680-million-dollar business with 53,000 associatesin 30 countries around the world. Before joining RGIS, Brian was executive vice-president and operations director at Tyco International, where he had direct responsibility for its fire and security installation and services division valued at 7.8 billion dollars. Brian worked at Tyco for more than 10 years in different roles, including Sales Director, Vice-President of Field Operations, Vice-President of Southern Operations and Managing Director of ADT United Kingdom/Ireland. Before joining Tyco, Brian held several executive positions with the UTC Power and Otis Elevator units of United Technologies. He is currently an executive of BLM Advisors LLC, having held this post since January 2018. In September 2021, he joined the board of directors of KPI Solutions, a US company that provides integration services in the warehouse automatization sector. He has a Degree in Physics from the US Naval Academy and MBA in Operations management from the University of Virginia Darden Graduate School of Business. On graduating from the Naval Academy, Brian served for 5 years as a lieutenant and division officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is a trustee of the US Naval Academy Foundation Athletics and Scholarship Programs.
Ms BARBARA BORRA	Ms Barbara Borra has been President and CEO of the home solutions division of the Franke Group since January 2019. Barbara has extensive international experience, having lived in 9 countries and 11 cities in Europe, the USA and China. Before joining Franke, Barbara worked at Whirlpool for 10 years, holding different senior management posts, most recently as Vice-President of operations in China. Previously, Barbara held a number of international posts in different countries during her time at Rhodia and General Electric. Barbara has a degree in Chemical Engineering from Turin Polytechnic and an MBA from INSEAD. She is currently a member of the Supervisory Board of Randstad, a Dutch listed company that is a leader in HR services.

Total number of independent directors	5
% of total board	41.67

There are no observations.

State whether any director classified as independent receivesfrom the company or its group any amount or benefit for items other than director remuneration, or maintains or has maintained during the last year a businessrelationship with the company or with any company of its group, whether in the director's own name or as a significantshareholder, director, or senior manager of an entity that maintains or has maintained such a relationship.

If applicable, include a reasoned statement from the board regarding the reasons why it considersthat the director in question can carry out his/her duties as an independent director.

Name of director	Description of relationship	Reasoned statement
No data

OTHER EXTERNAL DIRECTORS
Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors, as well as their ties whether with the company, its management or its shareholders:
	Company, director or
Reasons	the director has ties	Profile

Total number of other directors % of total board	N.A.
		shareholder with which N.A.

State the changes, if any, in the category of each director during the period:

Name of director	Date of change	Former category	Current category
No data

C.1.4 Complete the following table with information regarding the number of female directorsfor the last 4 years, as well as the category of such directors:

	Number of female directors						% of total directors of each category
	2021	2020	2019	2018	2021	2020	2019	2018
Executive					0.00	0.00	0.00	0.00
Proprietary					0.00	0.00	0.00	0.00
Independent	2	1	1		40.00	25.00	25.00	0.00
Other External					0.00	0.00	0.00	0.00

	Number of female directors			% of total directors of each category
	2021	2020	2019	2018	2021	2020	2019	2018
Total	2	1	1		16.67	8.33	8.33	0.00

C.1.5 State whether the company has diversity policiesin relation to the board of directors of the company on such matters as age, gender, disability, or professional training and experience. Small and medium-sized enterprises, as defined in the Auditing Act, must disclose at least the policy they have implemented in relation to gender diversity.
[ √ ] Yes
[ ] No
[ ] Partial policies

If such diversity policies exist, describe them, their goals, the measures and the way in which they have been applied and the results obtained during the year. Also state the specific measures adopted by the board of directors and the appointments and remuneration committee to achieve a balanced and diverse presence of directors.

If the company does not apply a diversity policy, explain the reasons why it does not do so.

Description of policies, goals, measures and how they have been applied, as well as the results obtained

The Fluidra Board of Directors Regulations establish that the Board of Directors, in exercising its powers of proposal to the General Shareholders' Meeting and co-optation to fill vacancies, shall strive to ensure that, as far as possible, external or non-executive directors represent an ample majority over executive directors, in the composition of the board. Furthermore, the number of independent directors should represent at least one third of the total number of directors.

The Appointments and Remuneration Committee Regulations approved by the Board of Directors in March 2021 (previously regulated in article 14 of the Board of Directors Regulations) also establish that the Appointments and Remuneration Committee is responsible for evaluating the necessary skills, knowledge and experience on the Board, defining as a result the functions and aptitudes required in the candidates to fill vacancies, evaluating the time and dedication required for them to fulfil their duties. For this purpose: (a) it will draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Remuneration Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising; (b) it will evaluate the time and dedication required for them to fulfil their duties effectively; and (c) it will promote programs to update directors' knowledge, when necessary. The Appointments and Remuneration Committee should also establish representation targets for the least-represented sex on the board, drawing up guidelines on how to reach this target and reporting to the Board on matters of gender diversity and qualifications of directors.

The selection policy for candidates to hold positions on the Board of Fluidra ("Selection Policy") is aimed at favouring an appropriate composition of the Board of Directors. In accordance with the Good Governance Code for Listed Companies, the Selection Policy ensures that the proposed appointments of Company directors are based on a prior analysis of the Company's needs, and favours diversity of knowledge, experience and gender within the Board of Directors, so that they do not suffer from implicit bias that could lead to any kind of discrimination and, in particular, could hinder the selection of female candidates, promoting an increase in their presence in light of best corporate governance practice, subject at all times to the fundamental principle of merit and suitability of the candidate in line with the analysis of the Company's needs carried out by the Board of Directors. Thus, the selection of candidates should strive to achieve a suitable balance in the Board of Directors as a whole that enriches decision making and brings multiple points of view to the debate on the matters on which it is competent.

In the selection process to cover the vacancy arising in the Board of Directors, the Selection Policy described above has been applied, giving prevalence to the female sex if the candidate met the profile in terms of experience, knowledge and skills with the aim of continuing to foster gender diversity. Finally, on 30th December 2021, the Board of Directors appointed Ms Barbara Borra as a director, through the procedure of co-optation. This appointment is subject to the corresponding ratification by the General Shareholders' Meeting. One of the goals of the Appointments and Remuneration Committee is precisely to continue increasing female representation on the Board as future vacancies arise.

C.1.6 Explain any measures approved by the Appointments Committee in order for selection proceduresto be free of any implicit bias that hindersthe selection of female directors, and in order for the company to search deliberately for women who meet the professional profile that is sought and include them among potential candidates and reach a balanced presence of men and women. Also state whether these measures include measures to foster the presence of a significant number of female senior executives:

Explanation of measures

In its Director selection and appointment criteria approved by the Board of Directors, Fluidra establishes that the company will take gender diversity into consideration in choosing directors, with the object of ensuring equality of opportunity as indicated in the Equality Act, the Code of Commerce, the Companies Act and the Auditing Act, with regard to non-financial and diversity reporting. Similarly, Fluidra will strive to achieve in relation to its Board of Directors, not only gender diversity, but also geographical diversity and diversity of age and professional experience. Accordingly, in the selection process, candidates will be evaluated under criteria of equality and objectivity, avoiding explicit bias that could lead to discrimination and, in particular, hinder the selection of female directors.

In addition to the measures included in the Selection Policy to foster diversity, described in section C.1.5 above, one of the principles of which is to avoid, in the selection of candidates, any kind of bias that could lead to discrimination and, in particular, hinder the selection of persons of either sex, the ESG (Environmental, Social and Corporate Governance) Policy determines that all persons, irrespective of their race, gender, relation or ideology have the same opportunities of access to the organization and personal treatment, to develop their professional potential, following the group's principles and values. Furthermore, in accordance with the ESG Policy, the Company must foster a business culture based on equality of treatment and opportunities between men and women.

As described in section C.1.5, the vacancy on the Board of Directors arising in 2021 has been covered with the appointment on 30th December 2021 of Ms Barbara Borra, thus giving priority to women, whenever they met the professional profile being sought.

One of the goals of the Appointments and Remuneration Committee is precisely to continue increasing the number of women on the Board of Directors and in Senior Management so that they become more balanced as future vacancies arise on the Board of Directors and in Senior Management to be filled by new candidates.

If there are few or no female directors or senior managers despite any measures adopted, describe the reasonsfor this:

Explanation of reasons

One of the goals of the Appointments and Remuneration Committee in relation to the director and senior management selection policy is to favour diversity in terms of professional background, knowledge, nationality and, especially, gender. The Appointments and Remuneration Committee is aware that currently it does not comply with the Corporate Governance recommendation concerning the percentage of women on the Board. However, evidence that the measures taken are being applied in relation to the selection of female directors is that of the last 3 vacancies, two of them have been covered by women. This fact shows the trend in the Board of Directors to try to incorporate greater female presence in its governing bodies. In this regard, the Appointments and Remuneration Committee continues to work so that future selection processes will continue to favour gender diversity on the Board of Directors and in Senior Management.

C.1.7 Explain the conclusions of the appointments committee regarding verification of compliance with the policy aimed at favouring an appropriate composition of the board of directors.

The Appointments and Remuneration Committee oversees compliance with the director Selection Policy for the purpose of ensuring that selection processes take into consideration gender diversity balanced with other criteria of the profile being sought such as knowledge, nationality, experience and solvency of the candidates. In this regard, the most recent decisions of the Appointments and Remuneration Committee in relation to the appointment of the new members of the Board of Directors reflect effective compliance with the policy aimed at favouring an appropriate composition of the Board of Directors.

C.1.8 Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding is less than 3% of share capital:

Name of shareholder	Justification
No data

State whether there has been no answer to formal petitionsfor presence on the board received from shareholders whose shareholding is equal to or greater than that of others at whose proposal proprietary directors have been appointed. If applicable, describe the reasons why such petitions have not been answered:

[ ]	Yes
[ √ ]	No

C.1.9 State any powers and faculties delegated by the board of directors, including powers relating to the possibility of issuing or repurchasing shares, to CEOs or committees of the board:

Name of director or committee	Brief description
ELOI PLANES CORTS	The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Eloi Planes, who has been legally appointed as CEO of the Company.
BRUCE WALKER BROOKS	The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Bruce Walker Brooks, who has been legally appointed as Co-CEO of the Company.

C.1.10 Identify any members of the board who are directors, representatives of directors or officers of other companiesthat form part of the listed company's group:

Name of director	Name of group company	Position	Does he/she have executive duties?
Mr ELOI PLANES CORTS	ASTRAL NIGERIA, LTD	DIRECTOR	NO
Mr ELOI PLANES CORTS	FLUIDRA COMMERCIAL, S.A.U.	Joint CEO	YES
Mr ELOI PLANES CORTS	INNODRIP, S.L.	Director	NO
Mr ELOI PLANES CORTS	FLUIDRA FINCO, S.L.U.	JOINT CEO	YES

C.1.11 Identify the posts of director or representative of director held in other companies, whether or not they are listed companies, by directors of your company or representatives of directors:

Identification of director or representative	Name of company, listed or not	Position
Ms ESTHER BERROZPE GALINDO	ONTEX GROUP	DIRECTOR
Mr GABRIEL LOPEZ ESCOBAR	Bansabadell Pensiones, E.G.F.P, S.A.	DIRECTOR
Mr GABRIEL LOPEZ ESCOBAR	Bansabadell Seguros Generales, S.A. de Seguros y Reaseguros	DIRECTOR
Mr GABRIEL LOPEZ ESCOBAR	Bansabadell Vida, S.A. de Seguros y Reaseguros	DIRECTOR
Mr JOSE MANUEL VARGAS GOMEZ	MaxamCorp Holding, S.L. (Rhône portfolio) CHAIRMAN - CEO
Mr JOSE MANUEL VARGAS GOMEZ	Wellbore Integrity Solutions L.L.C. (Rhône portfolio)	DIRECTOR
Ms ESTHER BERROZPE GALINDO	Ontex Group	CEO
Mr BERNARDO CORBERA SERRA	Beran Cartera, S.L.	SOLE DIRECTOR
Mr BERNARDO CORBERA SERRA	Constralsa, S.L.	DIRECTOR
Mr BERNARDO CORBERA SERRA	Edrem, S.L.	REPRESENTATIVE OF DIRECTOR
Mr BERNARDO CORBERA SERRA	Inmobiliaria Tralsa, S.A.	JOINT DIRECTOR
Mr OSCAR SERRA DUFFO	Boyser Corporate Portfolio, S.L.U.	DIRECTOR
Mr OSCAR SERRA DUFFO	Boyser, S.L.	CHAIRMAN-CEO
Mr OSCAR SERRA DUFFO	Constralsa, S.L.	REPRESENTATIVE OF DIRECTOR
Mr OSCAR SERRA DUFFO	Pentamar, S.A.	SOLE DIRECTOR
Mr JORGE VALENTIN CONSTANS FERNANDEZ	PUIG, S.L.	DIRECTOR
Mr ELOI PLANES CORTS	DISPUR, S.L.	DIRECTOR
Mr ELOI PLANES CORTS	Barcelona International Pool Trade Show	PRESIDENT
Mr ELOI PLANES CORTS	Catalunya Cultura Foundation	PRESIDENT
Mr ELOI PLANES CORTS	FIXE CLIMBING, S.L.	REPRESENTATIVE OF DIRECTOR
Mr BERNAT GARRIGOS CASTRO	Aniol, S.L.	CEO
Mr BERNAT GARRIGOS CASTRO	Piumoc Inversions, S.L.U.	CEO
Mr BERNAT GARRIGOS CASTRO	Constralsa, S.L.	DIRECTOR
Mr BERNAT GARRIGOS CASTRO	Alive Foundation	PRESIDENT
Mr MICHAEL STEVEN LANGMAN	Rhône Capital LLC and affiliated entities	CEO
Mr MICHAEL STEVEN LANGMAN	Baker & Baker Group Ltd (Rhône portfolio) DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Hudson's Bay Company (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Lummus Technology LLC (Rhône portfolio) DIRECTOR

Identification of director or representative	Name of company, listed or not	Position
Mr MICHAEL STEVEN LANGMAN	Vista Global Holding Limited (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Wellbore Integrity Solutions LLC (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Hospital for Joint Disease, NYU Langone Medical Center	DIRECTOR
Mr BRIAN MCDONALD	BLM Advisors LLC	SOLE DIRECTOR
Ms BARBARA BORRA	Franke Home Solutions	PRESIDENT-CEO[T1]
Ms BARBARA BORRA	Randstad NV	DIRECTOR
Ms BARBARA BORRA	Franke S.p.A.	PRESIDENT
Ms BARBARA BORRA	Franke France SAS	PRESIDENT
Ms BARBARA BORRA	Franke Kitchen Systems Egypt S.A.E.	PRESIDENT
Ms BARBARA BORRA	Franke UK Ltd.	CEO
Ms BARBARA BORRA	Franke (China) Kitchen System Co. Ltd.	PRESIDENT
Ms BARBARA BORRA	Franke Mexico S.A. de C.V.	PRESIDENT
Ms BARBARA BORRA	Franke Mutfak ve Banyo Sistemieri Sanayi ve Tic. A.	PRESIDENT
Ms BARBARA BORRA	Franke Faber India Pvt. Ltd.	DIRECTOR
Ms BARBARA BORRA	Industrias Spar San Luis S.A.	DIRECTOR
Ms BARBARA BORRA	Franke Australia Pty Ltd.	PRESIDENT
Ms BARBARA BORRA	Franke New Zealand	PRESIDENT

State any other remunerated activities of directors or representatives of directors, irrespective of their nature, other than those indicated above:

Identification of director or representative	Other remunerated activities
Mr GABRIEL LOPEZ ESCOBAR	Advisor of the Audit Committee of Corporación Químico Farmacéutica Esteve, S.A.
Mr JORGE VALENTIN CONSTANS FERNANDEZ	He has provided business consultancy services for which he has received remuneration.
Mr BRIAN MC DONALD	He has provided consultancy services as an expert in the sector in relation to the acquisition of companies for which he has received remuneration.

Mr Bernat Garrigós Castro receives remuneration for his posts as CEO of Aniol, S.L. and as CEO of Piumoc Inversions, S.L.U.

Mr Oscar Serra Duffo receives remuneration for his post as executive chairman of Boyser, S.L.

Mr Bernardo Corbera Serra receives remuneration for his post as sole director of Beran Cartera, S.L. Mr Gabriel Lopez Escobar receives remuneration for his posts as member and chairman of the audit committee of the companies Bansabadell Pensiones,

E.G.F.P., S.A., Bansabadell Seguros Generales, S.A. de Seguros y Reaseguros, Bansabadell Vida, S.A. de Seguros y Reaseguros.

Ms Esther Berrozpe Galindo receives remuneration for her post as CEO in Ontex Group.

Mr Jose Manuel Vargas Gomez receives remuneration for his post as Executive Chairman and CEO in MaxamCorp Holding, S.L.

Ms Barbara Borra receives remuneration for her post as President and CEO of Franke Home Solutions.

Mr Jorge Valentín Constans Fernández receives remuneration for his post as director of Puig, S.L.

Mr Michael Steven Langman receives remuneration for his post as CEO of Rhône Capital LLC.

C.1.12 State and, if applicable, explain whether the company has established rules on the maximum number of boards on which directors may serve, identifying, where appropriate, where this is regulated:

[ ] Yes [ √ ] No

C.1.13 State the following items relating to the total remuneration of the board of directors:

Remuneration of the board of directors accrued in the year (thousand euros)
Amount of funds accumulated by present directors under long-term
saving systems with vested economic rights (thousand euros)
(thousand euros) Amount of funds accumulated by present directors under long-term
saving systems with non-vested economic rights (thousand euros)
Amount of funds accumulated by former directors
under long-term saving systems (thousand euros)

(thousand euros)

Of the amount shown above in respect of vested pension rights for present directors, 27 thousand euros accrued in 2021.

C.1.14 Identify the members of the company'ssenior management who are not executive directors and state the total remuneration accruing to them during the year:

Name	Position
Mr TROY FRANZEN	BUSINESS GENERAL MANAGER - AMERICAS
Mr JOE LINGUADOCA	GLOBAL OPERATIONS MANAGER
Mr STEPHEN MATYSIAK	BUSINESS GENERAL MANAGER - APAC
Mr KEITH MCQUEEN	GLOBAL TECHNOLOGY MANAGER
Mr CARLOS FRANQUESA CASTRILLO	BUSINESS GENERAL MANAGER - EMEA
Mr JAVIER TINTORÉ SEGURA	CFTO
Mr NICOLÁS MARTÍNEZ FERNÁNDEZ	GLOBAL INTERNAL AUDIT AND COMPLIANCE MANAGER
Ms AMALIA SANTALLUSIA AGUILAR	GLOBAL HUMAN RESOURCES AND CORPORATE SOCIAL RESPONSIBILITY MANAGER
Mr MARTI GIRALT ADROHER	INDUSTRIAL MANAGER - EMEA

Number of women in senior management
Percentage of total members of senior management

Total senior management remuneration (in thousand euros)
C.1.15 State whether the board regulations have been amended during the year:

[√] Yes [ ] No

Description of amendments

Following a favourable report by the Audit Committee and the Appointments and Remuneration Committee on the respective matters under their responsibility, the Board of Directors resolved, at its meeting held on 25th March 2021, to approve a series of amendments to the Board Regulations, for the purpose of adapting them to the modifications made to the Good Governance Code for Listed Companies approved by the National Securities Market Commission in the version published in June 2020, and also to make technical improvements to the wording. The most relevant amendments with respect to the previous version of the Regulations, dated 30th July 2020, are as follows:

· The Executive Committee must have at least 2 non-executive directors, at least one of whom must be independent, and the secretary will be the secretary of the Board of Directors (article 12.2).
· The regulation of the Audit Committee and of the Appointments and Remuneration Committee is largely removed, because of the publication of specific Regulations for each of the Committees (articles 13 and 14),
· The definition of senior management has been modified (article 16).
· In relation to the removal or resignation of directors, directors will be required to inform the Board of Directors and, as the case may be, resign when situations that affect them arise, whether or not they are related to their performance in the Company, that could damage the Company's credit and reputation, and particularly in relation to any criminal case in which they are named as being under investigation. The Board of Directors will examine the case and decide, following a report issued by the Appointments and Remuneration Committee, whether or not any measure should be taken, such as initiating an internal investigation, asking the director to resign or propose his/her removal. This information will be provided in this Annual Corporate Governance Report, if any of the cases described takes place (article 21.2). To the extent that it is relevant for investors, the Company will publish the director's removal or resignation as soon as possible, including sufficient reference to the reasons or circumstances indicated by the director (article 21.3).

C.1.16 State the proceduresfor the selection, appointment, re-election and removal of directors. Describe the competent bodies, the proceduresto be followed and the criteria applied in each procedure.

Article 17.1 of the Board Regulations establishes that directors will be appointed at the proposal of the Appointments and Remuneration Committee, in the case of independent directors, and following a prior report by the Appointments and Remuneration Committee in the case of all other directors, by the General Shareholders' Meeting or by the Board of Directors. The proposal for appointment or re-election must be accompanied by a justificatory report from the Board assessing the competence, experience and merits of the proposed candidate, which will be attached to the minutes of the General Shareholders' Meeting or Board meeting. These provisions will also apply to the natural persons who are designated as the representatives of a director that is a legal person. The proposal of the natural person must be submitted for a report by the Appointments and Remuneration Committee.

In relation to external directors, article 18 of the Board Regulations establishes that the Board of Directors will strive to ensure that the elected candidates are persons of acknowledged solvency, competence and experience, and must exercise particular rigour in relation to those persons who are called upon to fill the positions of independent director established in article 6 of the Board Regulations.

In accordance with the provisions of the Appointments and Remuneration Committee Regulations approved in March 2021, the Appointments and Remuneration Committee will evaluate the necessary skills, knowledge and experience in the Board and will define, consequently, the functions and aptitudes necessary in the candidates who are to fill each vacancy and will evaluate the time and dedication required for them to carry out their duties properly. For this purpose, it will, among others: (a) draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Remuneration Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising and (b) evaluate the time and dedication required for them to fulfil their duties effectively.

Removal of Directors: Article 21.1 of the Board Regulations establishes that directors will be removed from their post when the period for which they were appointed has ended and when the General Meeting so decides making use of the faculties conferred on it by law or the Articles of Association. Reference should therefore be made to the situations established in the Companies Act, specifically in article 223 and following.

The Board may only propose the removal of an independent director before the end of the term established in the Articles of Association when there is due cause, observed by the Board following a report by the Appointments and Remuneration Committee. In particular, due cause will be deemed to

exist when the director has failed to comply with the inherent duties of the position or has incurred in the course of the term of office in any of the circumstances of impediment described in the definition of independent director established in the Companies Act.

In accordance with the Selection Policy, the selection of candidates is based on a prior analysis of the needs of the Company, the group and the Board. The Board must ensure that the procedures for selecting its members favour diversity of gender, experience and knowledge, so that they do not suffer from implicit bias that could lead to any kind of discrimination and, in particular, could hinder the selection of female candidates, promoting an increase in their presence in light of best corporate governance practice, subject at all times to the fundamental principle of merit and suitability of the candidate in line with the analysis of the Company's needs carried out by the Board of Directors. When a vacancy arises, the Board of Directors will instruct the Appointments and Remuneration Committee to draw up a report setting out the evaluation of the skills, knowledge and experience, and also the diversity that are necessary in the Board of Directors and define, consequently, the required functions and aptitudes of the candidates to fill each vacancy. Based on this report, the Board of Directors will carry out an analysis of the needs of the Company and the group, which is to serve as the starting point for the selection process. The Company may make use of the services of external advisors for the prior analysis of the Company's needs, the search for or evaluation of candidates to the post of director or the evaluation of their performance.

The candidate selection process must, in any case, avoid any kind of bias that could lead to discrimination and, in particular, could hinder the selection of persons of either sex.

Any director may ask the Appointments and Remuneration Committee to take potential candidates into consideration to cover vacancies on the Board, provided that they meet the requisites established in this Policy, for the Committee to decide whether it considers them suitable.

When the re-election of any director is being considered, the re-election proposal submitted to the General Meeting by the Board must be preceded by a report issued by the Appointments and Remuneration Committee. This report will evaluate, especially, the director's performance during his or her term of office and his or her capacity to continuing performing duties satisfactorily.

In particular, in the case of independent directors, particular consideration will be given to the analysis of the Company's needs in order to determine whether the candidate for re-election can perform the functions and has the skills required by the Board.

C.1.17 Explain the extent to which the annual evaluation of the board has given rise to significant changesin its internal organization and to the procedures applicable to its activities:

Description of changes

In accordance with the provisions of the Appointments and Remuneration Committee Regulations approved in March 2021, the Appointments and Remuneration Committee will evaluate the necessary skills, knowledge and experience on the Board and will define the necessary duties and aptitudes of the candidates to fill each vacancy accordingly, and will evaluate the time and dedication required in order to discharge the duties well. For this purpose: (a) it will draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Remuneration Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising; (b) it will evaluate the time and dedication required for them to fulfil their duties effectively; and (c) it will promote programs to update directors' knowledge, when necessary.

The Appointments and Remuneration Committee will also lead and co-ordinate the annual performance evaluation process of the Board of Directors, the Chairman of the Board, its Committees, their members and of executive directors.

In 2021, the structure of the Board has changed, increasing the number of independent directors compared to 2020, from 4 to 5, and at the same time reducing the number of proprietary directors from 6 to 5.

Describe the evaluation process and the areas evaluated by the board of directors, assisted, as the case may be, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been evaluated.

Description of evaluation process and areas evaluated

After two years carrying out an internal evaluation of the operation and composition of the Board of Directors and its committees, this year it was necessary to engage an external consultant to carry out the new evaluation of the structure and operation of the Board and the committees and determine the profile of new directors to cover future vacancies. In this regard, in 2021 the evaluation of the Board and the committees has been carried out by the external consultant Seeliger & Conde, using the Balanced Board Methodology which places most attention on international best practice in corporate governance, observes all the recommendations of both the regulator and stock market supervisory bodies and also organizations such as the ECB or the EBA (European Banking Association).

The evaluation process is as follows:

a) Detailed analysis of the directors' profiles and their dedication.

b) Each director completes a personal questionnaire based on the EBA's recommendations.

c) Personal interview (as a guided and challenged self-assessment) by the independent consultant with each of the directors separately, to evaluate their professional profile, level of functional experience and technical capacities.

d) Information gathering.

e) Conclusions.

f) Individual feedback meetings.

The areas evaluated were as follows:

Alignment maps (of understanding of the role of director, defence of the interests of different stakeholders and unity of purpose, etc.).
Size, composition and renewal of the board.
Reputation and honourability checklist.
(Formal and mental) independence and conflict of interest checklist.
Analysis of availability and sufficient dedication.
Diversity analysis (considering gender, age, culture business and social -, points of view and experiences, etc.)
Operational evaluation and day-to-day working of the Board.
Evaluation of the Board's practices and tasks.
Evaluation of the individual and collective performance of the Board.
Analysis of the individual profiles of each of the directors, both in terms of functional experience, necessary soft skills for optimal performance of the role of director and critical thinking in decision making and debates in the management body.
These profiles were then aggregated in line with the above-mentioned methodology, and from the combination of them the following have been derived:
* Analysis of the composition, capacity and balance of the Board.
* Detection of areas that are not sufficiently well-covered.
* Definition of profiles to be incorporated in forthcoming rotations.

The consultant's report has confirmed the good health of the Board of Directors of Fluidra and its committees, and has, naturally, made some suggestions for improvement that the Board will be able to put into practice in the coming months. All of this has been discussed by the Appointments and Remuneration Committee proposing, as last year, action plans or recommendations in order to continue advancing in the continuous improvement of Fluidra's management bodies.

The results of the evaluation together with the proposed action plan have been submitted to the Board of Directors, and have been approved by it.

C.1.18 In years when the evaluation has involved the assistance of an external advisor, detail any business relationship that the consultant or any company of its group have with the company or any of the group companies.

In 2021 the evaluation of the Board of Directors was carried out by the external consultant Seeligery Conde, which also provided Board training services in 2021.

C.1.19 State the circumstancesin which the resignation of directorsis mandatory.

In accordance with article 21.2 of the Board Regulations, directors must offer their resignation to the Board of Directors, formalizing their resignation if the Board so decides, in the following cases:

a) When they cease to hold the executive position to which their appointment as director was associated.

b) When they incur in any of the situations of incompatibility or prohibition established by law.

c) When they are severely reprimanded by the Board of Directors because of breaching their obligations as directors.

d) When their continued presence on the Board could jeopardize or damage the Company's interests, credit or reputation or when the reasons for which they were appointed no longer exist (for example, when a proprietary director disposes of its shareholding in the Company). In particular, directors will be required to inform the Board of Directors and, as the case may be, resign when situations arise that affect them, whether or not they are related to their performance in the Company, that could damage the Company's credit and reputation, and particularly in relation to any criminal case in which they are named as investigated persons. The Board of Directors will examine the case and decide, following a report from the Appointments and Remuneration Committee, whether or not it should take any measure, such as commencing an internal investigation, requesting the director's resignation or proposing his or her removal.

e) In the case of independent directors, they may not remain in their position as such for a continued period of more than 12 years, and therefore at the end of that term they must offer their resignation to the Board of Directors.

f) In the case of proprietary directors (i) when the shareholder they represent sells the shareholding in full and; furthermore (ii) in respect of the corresponding number, when the aforesaid shareholder reduces its shareholding to a level that requires a reduction in the number of proprietary directors. Article 21.3 also establishes that, in the event that a director ceases to hold his position before the end of the term of office, due to resignation or any other reason, the aforesaid director must explain the reasons in a letter which will be sent to all the members of the Board.

C.1.20 Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?

[ √ ]	Yes
[ ]	No

If so, describe the differences.

Description of differences

The ShareholdersAgreement formalized on 03/11/2017, reported in Relevant Event notice no. 258222, establishes certain qualified majorities in order to pass certain resolutions by the Board. These qualified majorities are also established in article 42 of the Articles of Association and article 16 of the Board Regulations.

In this regard, in accordance with the provisions of article 16.4 of the Board Regulation, the majorities indicated below will be required in order to pass resolutions on the following matters ("Reserved Matters"):

(i) The removal of the Secretary to the Board of Directors will require that at least seven (7) members of the Board vote in favour;

(ii) The removal of any member of Senior Management will require that at least seven (7) members of the Board vote in favour provided that at least one of the proprietary and/or executive directors of each of the two groups of shareholders existing at the date of these Regulations votes in favour; (iii) The admission of the Company's shares for trading on the New York Stock Exchange or any comparable market that grants efficient access to capital markets will require that the resolution be passed (i) with the vote in favour of at least seven (7) members of the Board provided that at least one of the proprietary and/or executive directors of each of the two groups of shareholders existing at the date of these Regulations votes in favour or (ii) with the unanimous vote of all the members of the Board of Directors other than the proprietary and executive directors proposed by either of the two groups of majority shareholders in the Company existing on the date of these Regulations (i.e. eight (8) of the twelve (12) directors); (iv) The following reserved matters will require that at least nine (9) members of the Board vote in favour:

a. the appointment and removal of the Chairman of the Board of Directors;

b. the appointment and removal of the CEO;

c. the delegation of faculties by the Board to the Executive Committee, and the appointment of any of its members;

d. the appointment of the Secretary of the Board of Directors;

e. the appointment of any member of Senior Management,

f. any change in the list of positions that make up Senior Management;

g. additional long-term borrowing by the Company or any group company to the extent that such long-term borrowing means that the ratio of long-term net debt to consolidated adjusted EBITDA is more than 3:1 and

h. the modification of the number of members of Board committees.

For the purposes of this section, "Senior Management" will be understood to refer to the members of the Management Committee from time to time.

C.1.21 Explain whether there are specific requirements, other than the requirementsrelating to directors, in order to be appointed chairman of the board of directors:

[ √ ] Yes [ ] No

Description of requirements

In accordance with the provisions of article 8 of the Board Regulations, the Chairman of the Board of directors will be elected out of the Board members with the favourable vote of at least nine (9) Board members, as established in the Company's Articles of Association, following a report from the Appointments and Remuneration Committee. The removal of the Chairman of the Board will require that the corresponding resolution be passed with the favourable vote of at least nine (9) members of the Board of Directors.

C.1.22 State whether the Articles of Association or the Board regulations establish any age limit for directors:

[ ]	Yes
[ √ ]	No

C.1.23 State whether the Articles of Association or the Board regulations establish any limit on the term of office or other stricter requisitesin addition to those established by law for independent directors, that is different from the term established by regulatory provisions:

[ ]	Yes
[ √ ]	No

C.1.24 State whether the Articles of Association or the Board regulations establish specific rules for proxy voting at Board meetingsthrough other directors, the manner of doing so and, in particular, the maximum number of delegationsthat a director may hold, as well as whether any restriction has been established regarding the categories of directors who may be delegated, beyond the restrictionsimposed by legislation. If so, briefly describe such rules.

As established in article 16 of the Board Regulations, Directors shall make every effort to attend Board meetings and when it is impossible for them to attend in person, they will grant representation in writing, on a special basis for each meeting, appointing another member of the Board as proxy with the pertinent instructions and notifying the Chairman of the Board of Directors of this. Non-executive directors may only delegate another non-executive director to represent them.

C.1.25 State the number of meetingsthat the board of directors has held during the year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructionsshall be counted as attendance.

Number of meetings of the board	11
Number of board meetings at which the Chairman was not in attendance	0

State the number of meetings held by the lead independent director with the other directors, at which no executive director was present or represented:

Number of meetings	1
--------------------	---

State the number of meetings held by the different committees of the board during the year:

Number of meetings of the Audit Committee	6
Number of meetings of the Appointments and Remuneration Committee	8
Number of meetings of the Executive Committee	4

C.1.26 State the number of meetings that the board of directors has held during the year and data on attendance of its members:

Number of meetings at which at least 80% of the directors were present in person	11
% of personal attendance with respect to total votes during the year	11 100.00
Number of meetings at which all directors were present in person or represented by proxies with specific instructions	11
% of votes cast by directors present in person or represented by proxies with specific instructions compared to total votes during the year	100.00

C.1.27 State whether the individual and consolidated annual accountsthat are submitted to the board are previously certified:

[ ]	Yes
[ √ ]	No

Identify, if applicable, the person/personsthat has/have certified the individual and consolidated annual accounts of the company for preparation by the board:

C.1.28 Explain the mechanisms, if any, established by the board of directorsso that the annual accounts that the board of directors submits to the general shareholders' meeting are drawn up in accordance with accounting legislation.

As established in article 38.3 of the Board Regulations, the Board of Directors will strive to draw up the accounts definitively in such a way that they are prepared in accordance with accounting legislation. In exceptional cases in which there are qualifications, both the Chairman of the Audit Committee and the external auditors will explain clearly to the shareholders at the General Meeting the Audit Committee's opinion on their content and scope. However, when the Board considers that it should uphold its criteria, it will explain publicly the content and scope of the discrepancy, making a summary of that opinion available to shareholders at the time of publishing the notice of the General Meeting.

C.1.29 Is the secretary of the board a director?

[ ] [ √ ] Yes No

If the secretary is not a director, complete the following table:

Name of secretary	Representative
Mr ALBERT COLLADO ARMENGOL

C.1.30 State the specific mechanisms established by the company to preserve the independence of the external auditors and the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how legal provisions have been implemented in practice.

To preserve the independence of the external auditors:

Article 8 of the Audit Committee Regulations establishes that the committee will exercise the following powers in relation to the external auditor or audit firm:

Submit to the Board proposals for the selection, appointment, re-election and replacement of the external auditor or audit firm, and their contract conditions, according to the criteria indicated in the same Regulations (resources, experience and geographical coverage of the audit firm; availability of personnel with the necessary skills, technical resources, independence of the audit firm, non-discrimination and quality and effectiveness of the service); - Meet with the external auditor or audit firm and receive regular information on the progress and results of the audit program, and verify that the management team acts in accordance with their recommendations (meetings that will discuss, among other matters, the suitability of the scope of the consolidation, significant changes in policy or significant weaknesses in internal control).
Ensure the independence of the auditor or audit firm in carrying out its duties (in this regard, the Audit Committee will issue a report each year, before the audit report on the accounts is issued, in which it will express an opinion on the independence of the auditors);
Favour that the auditor of the group undertake responsibility for the audits of the companies that make up the group.
Guarantee fluid and permanent communication with the auditor, requesting information on the audit plan, its effectiveness and any other matter related to the audit process. These communications must be made together with the duties and obligations of each party to assure the external auditor's independence. These communications will be made at annual meetings, most of which will be held without the presence of Company management.

In turn, article 54 of the Company's Articles of Association establishes that the auditors are to be appointed by the General Meeting before the end of the financial year that is to be audited, for an initial term, which may not be less than three years nor more than nine years, as of the date on which the first financial year to be audited commences, notwithstanding the provisions established in the legislation regulating the audit activity with regard to the possibility of an extension.

The General Meeting may appoint one or several natural or legal persons who will act jointly.

When the persons appointed are natural persons, the General Meeting must appoint as many alternates as principal auditors.

The General Meeting may not revoke the auditors' appointment before the end of the term for which they were appointed, unless there is due cause.

The Audit Committee will refrain from proposing to the Board of Directors, and the latter in turn will refrain from submitting to the General Meeting, the appointment as auditor of the Company's accounts of any firm that incurs in a cause of incompatibility under legislation on auditing as well as any firms in which the fees to be paid to them by the Company, for all services, are more than five per cent of its total revenues during the last financial year.

To preserve the independence of financial analysts, investment banks and rating agencies:

The Company maintains relations with financial analysts and investment banks in which it ensures the transparency, non-discrimination, veracity and reliability of the information provided. Corporate Financial General Management, through Investor Relations Management, is responsible for coordinating relations with and handling requests for information from institutional or private investors. The mandates to investment banks are granted by Corporate Financial General Management while Analysis and Planning Management handles the work with such banks.

In 2018 the Company obtained credit ratings from Moody´s and Standard & Poor's, which are published on the company's website and were originally reported to the market through Relevant Event notices number 261590 and number 268995. These credit ratings from Moody's and Standard & Poor's were updated and confirmed respectively on 27th February and 31st August 2020.

The independence of financial analysts is protected by the existence of Investor Relations Management which is specifically dedicated to dealing with them, guaranteeing objective, equitable and non-discriminatory treatment among investors. To guarantee the principles of transparency and non-discrimination, and complying at all times with the regulations on the Securities Market, the Company has several communication channels:

. Personalized attention to analysts and investors

. Publication of information on quarterly, half-yearly and annual results, communications of privileged information and other relevant information. Publication of press releases.
. E-mail on the website (investor\[email protected], . Shareholder information telephone service (34 937243900)

. Presentations, both face-to-face and by telephone. Visits to the Company's premises

All this information is accessible through the Company's website (www.fluidra.com).

C.1.31 State whether the Company has changed the external auditor. If so, identify the incoming and outgoing auditor:

[ ] Yes

[ √ ] No

If there has been any disagreement with the outgoing auditor, explain the content of such disagreements:

[ ] Yes [ √ ] No

C.1.32 State whether the audit firm performs other non-audit work for the company and/or its group. If so, state the amount of the fees received for such work and the percentage this amount represents of the fees billed to the company and/or its group for audit work:

[ √ ] Yes [ ] No

	Company	Group companies	Total
Amount of other non-audit work (thousand euros)	57	43	100
Amount of non-audit work / Amount of audit work (%)	34.50	2.80	5.90

C.1.33 State whether the audit report on the annual accountsfor the previous year has qualifications. If so, state the reasons given to the shareholders at the General Meeting by the chairman of the audit committee to explain the content and scope of such qualifications.

[ ] Yes [ √ ] No

C.1.34 State the number of years for which the current audit firm has been auditing the company'sindividual and/or consolidated annual accounts without interruption. Also state the percentage that the number of years audited by the current audit firm represents with respect to the total number of years in which the annual accounts have been audited:

	Individual	Consolidated
Number of years without a break	6	6

	Individual	Consolidated
No. of years audited by current audit firm / No. of years the company or its group has been audited (%)	33.30	30.00

C.1.35 State whether there is a procedure to ensure directors have the necessary information to prepare meetings of management bodies sufficiently in advance and, if so, describe it:

[ √ ] Yes [ ] No

Description of the procedure

Fluidra adopts the necessary measures so that directors receive, whenever possible, sufficiently in advance the necessary information,

specifically drawn up and oriented in order to prepare the meetings of the Board and its Committees.

In this regard, in accordance with article 15 of the Board Regulations, notice of the meetings of the Board of Directors is to be issued at least five days in advance and will always include the agenda for the meeting and the information necessary to deliberate on and pass resolutions on the matters to be discussed included in the agenda, unless the meeting of the Board of Directors has been held or convened exceptionally for reasons of urgency. The Chairman, as the person responsible for the efficient operation of the Board, with the Secretary's collaboration, will ensure that directors receive such information adequately. The Chairman of the Board of Directors may convene extraordinary meetings of the Board when in his opinion the circumstances so require, and in such cases the term of advance notice and other requisites indicated above do not apply. However, every effort will be made to ensure that any documentation that is to be provided to the Directors is delivered sufficiently in advance. Furthermore, Board meetings will be deemed valid without the need to have been previously convened if all the members are present or represented and agree unanimously to hold a meeting.

Furthermore, the Board and its Committees have an action plan that details and schedules the activities to be carried out each year, according to the competences and tasks assigned to them.

To provide all the information and clarifications necessary in relation to the matters discussed, the principal senior managers of the Group regularly attend the meetings of the Board and its Committees, to provide information on matters within their area of competence. Furthermore, article 22 of the Board Regulations establishes as follows:

Any director may request information on any matter that falls under the competence of the Board and, in this regard, examine its books,

records, documents and other documentation. The right to information extends to companies in which a stake is held, whenever possible. 2. The request for information should be addressed to the Secretary of the Board of Directors, who will convey it to the Chairman of the Board of Directors and the appropriate person in the Company.

The Secretary will inform the director of the confidential nature of the information he or she requests and receives and of the duty of confidentiality in accordance with the Board Regulations.

C.1.36 State whether the company has established any rules requiring directors to inform the company and, as the case may be, resign, when situations affecting them occur, whether or not they are related to their actions in the company, that could be damaging to the company's credit and reputation, and, if so, provide a detailed description:

[ √ ]	Yes
[ ]	No

Explain the rules

Article 32.2 of the Board Regulations establishes the obligation for directors to inform the Company in any cases that might damage the company's credit or reputation and, in particular, to inform the board of any criminal investigations in which they are involved as investigated persons, as well as the subsequent procedural phases, any disqualification procedures initiated against them, any near-insolvency economic situations of any trading companies in which they hold stakes or which they represent or, as the case may be, the commencement of insolvency proceedings against such companies. This same article also establishes that in the event that a director is prosecuted or a court order is issued against a director for the commencement of a trial for any of the criminal offences listed in article 213 of the Companies Act, the Board will examine the case as soon as possible and, in light of its specific circumstances, will decide whether or not the director is to remain in office.

C.1.37 State whether the board has been informed or is otherwise aware of any situation affecting a member of the board, whether or not it is related to that member's actions in the company, that could be damaging to the company's credit or reputation, unless there are special circumstances that have been duly noted in the minutes:

[ ]	Yes
[ √ ]	No

C.1.38 Describe the significant agreements entered into by the company that come into effect, are amended, or terminate in the event of a change in control at the company as a result of a takeover bid, and the effects thereof.

Not applicable

C.1.39 Identify individually, when directors are involved, and on an aggregate basis in all other cases, and provide a detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for indemnities, guarantee or "golden parachute" clauses upon resignation or unfair dismissal, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.

Number of beneficiaries	9
Type of beneficiary	Description of the agreement
Executive Chairman /Co-CEO / Senior Managers	The Executive Chairman's contract establishes compensation in the event of termination of his contract by Fluidra for any reason, except in the event of serious and culpable or negligent breach of his obligations as an executive director, for an amount equal to two years' salary, based on the gross fixed annual salary received in the year termination occurs and the gross variable annual salary for the preceding year. He will also be entitled to receive this compensation if he decidesto end the contract by choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post. Reduction and substantial limitation of his duties or powers. Substantial modification of the conditions agreed in the contract. Change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company's governing bodies. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. The economic compensation established for the obligation undertaken by virtue of the non-compete clause is two years' fixed gross annual salary at the time of termination of the contract. The amount of this compensation includes the legal compensation he would be entitled to receive for termination of his previous employment relationship, of sixteen years and seven months, which was suspended by his appointment as a director. The Co-CEO's contract establishes compensation in the event of termination of his contract by Fluidra for any reason, except in the event of serious and culpable or negligent breach of his obligations as an executive director, for an amount equal to one year's salary, based on the gross fixed annual salary received in the year termination occurs and the gross target variable annual salary. He will also be entitled to receive this compensation if he decidesto end the contract by choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post. Reduction and substantial limitation of his duties or powers. Substantial modification of the conditions agreed in the contract. Change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company's governing bodies. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. The economic compensation deriving from the non-compete clause is included in the amount of the remuneration established for the director. Senior Managers: Two Senior Managers have a post contractual non-compete clause for a term of 18 months and two others have such a clause for a term of 12 months after the end of provision of services. 15% of their fixed remuneration remuneratesthe obligation undertaken by virtue of the post-contractual non-compete clause.

Type of beneficiary	Description of the agreement
	Another Senior Manager has a post-contractual non-compete and non solicitation and restriction on the provision of services clause for a term of 12 months in a specific geographical area which does not provide for any additional compensation other than his annual remuneration. One Senior Manager is entitled to receive compensation in the event of termination of his contract by Fluidra for any reason, except in the event of fair dismissal, the amount of which is equal to one year's fixed gross annual salary at the time of termination. Three Senior Managers are entitled to receive compensation in the event of termination of their contract by the Group within 12 monthsfollowing the date on which a change in control takes place, or at the manager's choice if such a change in control occurs, the amount of which is equal to one year's fixed gross annual salary as well as payment of medical insurance for a term of not more than 12 months and payment of an outplacementservice. One of the Senior Managersis also entitled to receive such compensation in the event that he decides to terminate his contract, provided that this is due to certain causes or in the event of dismissal without cause.

State whether, beyond the cases established by law, such contracts have to be reported to and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases envisaged and the nature of the bodies responsible for approval or reporting:

	Board of Directors	General Meeting
Body that authorizesthe clauses	√

	Yes	No
Is the General Meeting	√
informed of the clauses?

C.2. Committees of the board of directors

C.2.1 Describe all the committees of the board of directors, their members and the proportion of executive, proprietary, independent and other external directors of which they are comprised:

Audit Committee
Name	Position	Category
Mr GABRIEL LÓPEZ ESCOBAR	MEMBER	Independent
Mr JOSÉ MANUEL VARGAS GÓMEZ	MEMBER	Proprietary
Mr BERNARDO CORBERA SERRA	MEMBER	Proprietary
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
Mr BRIAN MCDONALD	CHAIRMAN	Independent

% executive directors	0.00
% proprietary directors	40.00
% independent directors	60.00
% other external directors	0.00

Explain the duties assigned to this committee, including, if appropriate, those that are in addition to the duties established by law, and describe the procedures and rules of organization and operation thereof. For each of these duties, state the most important actions carried out during the year and how each of the duties assigned to it, either by law or the Articles of Association or in corporate resolutions, has been exercised in practice.

The functions of the Audit Committee, and its procedures and rules of organization and operation, are set out in article 13 of the Board of Directors Regulations, and in the Audit Committee Regulations approved by the Board of Directors in March 2021. In this regard, the duties assigned to this Committee correspond mainly to those established by law and duties deriving from good governance recommendations and the Audit Committee Technical Guide. Certain additional duties are included in article 10 of the Audit Committee Regulations, principally with regard to compliance.

The most relevant activities carried out by this Committee in 2021 are detailed in the annual report on the activities of the Audit Committee for 2020, available at www.fluidra.com.

Identify the directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the chairman of this committee.

Name of directors with experience	Mr GABRIEL LÓPEZ ESCOBAR / Mr JOSÉ MANUEL VARGAS GÓMEZ / Mr BERNARDO CORBERA SERRA / Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ / Mr BRIAN MC DONALD
Date of appointment of chairman to that post	12/05/2020

Appointments and Remuneration Committee
Name	Position	Category
Ms ESTHER BERROZPE GALINDO	CHAIRWOMAN	Independent
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
PIUMOC INVERSIONS, S.L.U.	MEMBER	Proprietary
Mr MICHAEL STEVEN LANGMAN	MEMBER	Proprietary

% executive directors	0.00
% proprietary directors	50.00
% independent directors	50.00
% other external directors	0.00

The duties of the Appointments and Remuneration Committee, and its procedures and rules of organization and operation, are set out in article 14 of the Board of Directors Regulations, and in the Appointments and Remuneration Committee Regulations approved by the Board of Directors in March 2021. In this regard, the duties assigned to this Committee correspond mainly to those established by law and duties deriving from good governance recommendations and the Appointments and Remuneration Committee Technical Guide. The Committee is also entrusted with the task of advising and oversight in matters related to Fluidra's ESG policy and strategy.

The most relevant activities carried out by this Committee in 2021 are detailed in the annual report on the activities of the Appointments and Remuneration Committee for 2021, available at www.fluidra.com.

Executive Committee
Name	Position	Category
Mr OSCAR SERRA DUFFO	MEMBER	Proprietary
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
Mr ELOI PLANES CORTS	CHAIRMAN	Executive
Mr BRUCE WALKER BROOKS	MEMBER	Executive
Mr JOSE MANUEL VARGAS GOMEZ	MEMBER	Proprietary

% executive directors	40.00
% proprietary directors	40.00
% independent directors	20.00
% other external directors	0.00

Explain the duties delegated or assigned to this committee other than those already described in section C.1.9, and describe the procedures and rules of organization and operation thereof. For each of these duties, state the most important actions carried out during the year and how each of the duties assigned to it, either by law or the Articles of Association or in other corporate resolutions, has been exercised in practice.

The duties of the Executive Committee, and its procedures and rules of organization and operation, are set out in article 12 of the Board of Directors Regulations.

The Executive Committee met on four occasions in 2021 and the most relevant activities carried out by this Committee consisted of assisting the Board of Directors in matters of strategy, budget and R&D.

C.2.2 Complete the following table with information regarding the number of female directors on the committees of the board of directors at the end of the last four years:

	Number of female directors
	2021		2020		2019		20189
	Number	%	Number	%	Number	%	Number	%
Audit Committee	0	0.00	0	0.00	1	25.00	0	0.00
Appointments and Remuneration Committee	1	25.00	1	25.00	1	25.00	0	0.00
Executive Committee	0	0.00	0	0.00	0	0.00	0	0.00

C.2.3 State, if applicable, the existence of regulations of the board committees, where such regulations may be consulted, and any amendments made during the year. Also state whether any annual report on the activities of each committee has been prepared voluntarily.

APPOINTMENTS AND REMUNERATION COMMITTEE

The Committee is regulated in the Board of Directors Regulations (article 14), and in the Appointments and Remuneration Committee's own Regulations approved by the Board of Directors in March 2021. Both Regulations are published on the Company's website. The Company has drawn up an annualreport on the activity of the Appointments and Remuneration Committee, the contents of which will be published together with the informative documentation for shareholders in relation to the Ordinary General Shareholders' Meeting. AUDIT COMMITTEE

The Committee is regulated in the Board of Directors Regulations (article 13) and in the Internal Rules of Conduct, and also in the Audit Committee's own Regulations approved by the Board of Directors in March 2021. All three Regulations are published on the Company's website. The Company has drawn up an annual report on the activity of the Audit Committee, the contents of which will be published together with the informative documentation for shareholders in relation to the Ordinary General Shareholders' Meeting. EXECUTIVE COMMITTEE

The Committee is regulated in the Board of Directors Regulations (article 12), which are published on the Company's website.

D. RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS

D.1. Explain any procedure and the competent bodies for the approval of related-party and intragroup transactions, indicating the company's general internal criteria and rules regulating the obligations of affected directors or shareholders to abstain and detailing the internal reporting and periodic control procedures established by the company in relation to related-party transactions the approval of which has been delegated by the Board of Directors.

In accordance with the provisions of article 33 of the Fluidra Board Regulations, any transaction carried out by the Company with its Directors and significant shareholders or shareholders with representation on the Board or with persons related to them will be submitted for authorization by the Board of Directors, subject to a favourable prior report from the Audit Committee.

However, the Board's authorization will not be necessary in related-party transactions that comply simultaneously with the following three conditions: (i) they are carried out by virtue of contracts with standard terms and conditions that are applied en masse to a large number of customers; (ii) they are carried out at prices or rates established on a general basis by the supplier of the goods or provider of the service in question; and (iii) the amount involved does not exceed 1% of the Company's annual revenues.

In any case, the Audit Committee and the Board of Directors, before authorizing the Company to carry out transactions of this nature, will value the transaction from the standpoint of equality of treatment of shareholders and market conditions. In the Company's practice, transactions with related parties that take place in the context of the sale or purchase of materials and products in the normal course of operations or rental of premises owned by related parties are analysed at the end of the year, following instructions of the Audit Committee, by the group's Internal Audit Management with the aim of verifying that the consideration is based on market prices. The results are submitted to the Audit Committee which certifies whether these transactions have been carried out on an arm's length basis. Furthermore, in the middle of the year Internal Audit Management carries out a quantitative analysis of fluctuations in related-party transactions and reports the results to the Audit Committee.

On the other hand, any related-party transactions that do not correspond to normal business operations are be analysed and approved by the Audit Committee and/or the Board of Directors, as explained above.

In relation to the obligations of affected directors or shareholders to abstain, article 5.3(xx) of the Board Regulations establishes that affected directors or who represent or are related to affected shareholders must refrain from participating in the deliberation and vote on the resolution in question in relation to the approval of transactions with related parties. The only exceptions from this approval are transactions that simultaneously meet the following three characteristics: (i) they are carried out by virtue of contracts with standard terms and conditions that are applied en masse to a large number of customers; (ii) they are carried out at prices or rates established on a general basis by the supplier of the goods or provider of the service in question; and (iii) the amount involved does not exceed 1% of the Company's annual revenues.

Finally, article 33 of the Board Regulations establishes that the Directors affected by one of these transactions will not exercise or delegate their voting right and will leave the room at the Board meeting during the deliberation, and will be subtracted from the number of members of the Board for the purposes of determining the quorum and majority of votes in relation to the matter in question.

D.2. Disclose individually any transactionsthat are significant due to their amount or subject-matter carried out between the company or group companies and shareholders holding 10% or more of the voting rights or represented on the company's Board of Directors, stating what body was competent for approving them and whether any affected shareholder or director has abstained. If competence lay with the General Meeting, state whether the proposed resolution has been passed by the Board without a majority of the independent directors voting against it:

Name of shareholder or any of its group companies	% shareholding	Name of company or group company	Amount (thousand euros)	Body that approved the transaction	Identification of significant shareholder or director that abstained	Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors
No data

Name of shareholder or any of its group companies	Nature of the relationship	Type of transaction and other information necessary to evaluate it
No data

D.3. Disclose individually any transactionsthat are significant due to their amount or subject-matter carried out between the company or group companies and the company's directors or senior managers, including transactions with entities which the director or senior manager controls or controls jointly, and stating what body was competent for approving them and whether any affected shareholder or director has abstained. If competence lay with the General Meeting, state whether the proposed resolution has been passed by the Board without a majority of the independent directors voting against it:

Name of directors or senior managers or their controlled entities or under joint control	Name of company or group company	Relationship	Amount (thousand euros)	Body that approved the transaction	Identification of significant shareholder or director that abstained	Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors
No data

Name of directors or senior managers or their controlled entities or under joint control	Nature of the transaction and other information necessary to evaluate it
No data

D.4. Report individually any transactions that are significant due to their amount or subject-matter carried out by the company with its parent company or with other companies belonging to the same group as the parent company, including the listed company's own subsidiaries, unless no other related party of the listed company has an interest in these subsidiaries or they are wholly owned, directory or indirectly, by the listed company.

In any case, report any intragroup transaction with entities established in countries or territories considered to be tax havens:

Name of the	Brief description of the transaction and other	Amount
group company	information necessary to evaluate it	(thousand euros)
No data

D.5. Disclose individually any transactions that are significant due to their amount or subject-matter carried out by the company or its subsidiaries with other related parties so considered in accordance with the International Accounting Standards adopted by the EU that have not been reported under previous headings:

Name of the	Brief description of the transaction and other	Amount
related party	information necessary to evaluate it	(thousand euros)
IBERSPA, S.L.	Purchase of goods by FLUIDRA group from IBERSPA.	6,774

D.6. Describe the mechanisms established to detect, determine and resolve potential conflicts of interest between the company and/or its group, and its directors, senior managers,significantshareholders or other related parties.

In accordance with the provisions of the Fluidra Board of Directors Regulations, a Board member must inform the Board of Directors of the existence of any conflicts of interest and refrain from attending and intervening in the deliberations that affect matters in which that member is subject to a conflict of interest. A conflict of interest of the Board member is also considered to exist when the matter affects any of the following persons: the spouse or person with a similar relationship; ascendants, descendants and siblings and the respective spouses or persons with a similar relationship; ascendants, descendants and siblings of the spouse or person with a similar relationship; and concerted persons and companies or entities on which any of the persons enumerated above may exercise a significant influence and, in the case of proprietary directors, the shareholder or shareholders that proposed or made their appointment or persons directly or indirectly related to them. If the Board member is a legal person, the following shall be deemed to be related persons; members who, in relation to the legal person that is a director, are in any of the situations contemplated in the first paragraph of article 42 of the Code of Commerce, Board members, de facto or in law, liquidators and attorneys-in-fact with general powers of the legal person that is a Board member, companies that form part of the same group, and their members and persons who are deemed to be related parties of the representative or director that is a legal person. In any case, Board members may not use the Company's name or cite their status as Board members in order to carry out transactions on their own account or on the account of persons related to them. Board members may not carry out, directly or indirectly, professional or commercial transactions with the Company unless they notify the Board in advance of the situation of conflict of interest and the Board approves the transaction. In the case of transactions carried out in the ordinary course of the business activity and which are of a habitual or recurring nature, a generic

authorization from the Board of Directors will suffice. Board members must report any direct or indirect stake that they or their related persons hold in the capital of a company with the same, a similar or complementary kind of activity to that which constitutes the corporate object. Furthermore, Board members may not engage, on their own account or on the account of another, in the same, a similar or complementary kind of activity to that which constitutes the corporate object and may not hold the post of Board member or senior manager in companies that are competitors of the Company, except for any posts they may hold, as the case may be, in group companies, unless they obtain the express authorization of the General Meeting, and notwithstanding the provisions of the Companies Act.

Situations of conflict of interest of the Board members will be disclosed in the annual report.

Furthermore, article 10 of the Company's Internal Rules of Conduct establishes as follows in relation to conflicts of interest:

Subject Persons in a situation of conflict of interest must observe the following general principles of conduct: Independence: Subject Persons must act at all times with freedom of judgement, with loyalty to the Company and its shareholders and independently of their own interests or those of any other party. Consequently, they will refrain from favouring their own interests to the expense of the Company's interests.

Abstention: They must refrain from acting or influencing decision-making that could affect the persons or entities with which there is a conflict and from accessing Confidential Information affecting such a conflict.

Communication: Subject Persons must inform the Company's Internal Audit and Compliance Manager of any possible conflicts of interest in which they may find themselves.

A conflict of interest is considered to be any situation in which the Company's interests or those of any of the companies of the Fluidra group clash with the personal interest of the Subject Person. A personal interest of the Subject Person will exist when the matter affects him/her or Persons Closely Related to him/her.

Notwithstanding the provisions of Fluidra's Internal Rules of Conduct, the Company's Board members will be governed with regard to this matter by the provisions of the Company's Board of Directors Regulations.

Finally, in accordance with the provisions of article 33 of the Board Regulations, the execution by the Company of any transaction with Board members and with significant shareholders or with shareholders who are represented on the Board or with persons related to them will be submitted to the Board of Directors for authorization, subject to the prior favourable report of the Audit Committee. However, the Board's authorization will not be deemed necessary in related-party transactions that comply simultaneously with the following three conditions: (i) they are carried out by virtue of contracts with standard terms and conditions applicable en masse to a large number of customers; (ii) they are carried out at prices or rates established on a general basis by the party acting as supplier of the goods or services in question; and (iii) the amount thereof does not exceed 1% of the Company's annual revenues. Board members affected by one of such transactions will not exercise or delegate their vote and will leave the room during the Board meeting while the Board is deliberating on the matter, and will be subtracted from the number of members of the Board for the purposes of determining quorum and majorities in relation to the matter in question.

D.7. State whether the company is controlled, in the sense of article 42 of the Code of Commerce, by another company, listed or not, and has business relations, directly or through its subsidiaries, with that company or any of its subsidiaries (other than those of the listed company) or carries on activities related to the activities of any of them.
- [ ] Yes [ √ ] No

E. RISK MANAGEMENT AND CONTROL SYSTEMS

E.1. Explain the scope of the company'sfinancial and non-financial Risk Management and Control System, including the system for managing tax risks:

– Fluidra's risk management system is designed to mitigate all the risks to which the company may be exposed on account of its activity. The structure of risk management is based on three pillars.

Common management systems, designed specifically to mitigate business risks.
Internal control procedures, aimed at mitigating the risks deriving from drawing up financial information and improving the reliability of such information, which have been designed in accordance with Internal Control over Financial Reporting (ICFR).
The risk map, which is the methodology used by Fluidra to identify, understand and assess the risks that affect the company. The aim is to obtain an overall view of risks, designing a system of efficient responses aligned with the business objectives.

The Risk Management and Control System works in an integrated and continuous way to permit effective management of the risks and the controls that mitigate them at all levels of the organization. It is a global and dynamic system that encompasses the entire organization and its environment, including all subsidiaries and geographical areas. Compliance with the system is mandatory for all employees of the Group, in particular by managers and directors of the company.

E.2. Identify the decision-making bodies of the company responsible for preparing and implementing the financial and non-financial Risk Management and Control System, including the system for managing tax risks:

Fluidra's Risk and Opportunity Management System ("ROMS") is structured according to 3 lines of defence: the regional businesses and their transactional support functions; the corporate functions of oversight and control of the group's operations and Internal Audit. Oversight of the Group's ROMS is the responsibility of the Audit Committee, as the delegated consultation body of the Board of Directors for these matters. The risk management functions of the Audit Committee include, among others:

Periodic review of the results obtained in the ROMS;
Evaluation of the effectiveness of the internal control and management systems, as well as the measures established to mitigate the risks identified;
Assurance of the process established to identify and reassess financial and non-financial risks;
Identification and understanding of emerging risks, and their alert mechanisms; and
Assurance that risks are maintained and managed within the tolerance levels established by the Board.

In turn, the role of the MAC is to identify the different types of risks and opportunities, including among the financial and economic risks any contingent liabilities and other off-balance-sheet risks; identify the measures that are necessary to mitigate the impact of the risks identified, in the event that they materialize; identify the internal control and reporting systems that will be used to control and manage the risks. Within the MAC, the CFTO is responsible for management of the system and the risk management function through the ERM department. ERM is responsible for: supervising risks according to the methodology and tools defined in the Policy; coordinating the first and second lines of defence; promoting a sound risk culture throughout the organization. Finally, the Internal Audit department carries out independent oversight of the risk management system, and of the internal control systems, contributing with its recommendations to reducing the potential impact of the risks on the organization at reasonable levels, and to improving the risk management and control processes.

The objectives of the Audit Committee are:

• To report to the General Shareholders' Meeting on any matters arising within its sphere of competence.

• To propose to the Board of Directors, for submission to the General Shareholders' Meeting, the appointment of auditors or audit firms as referred to in article 264 of the Companies Act, and their contract conditions, the scope of their professional engagement and, as the case may be, their revocation or non-renewal.

• To supervise the efficiency of the Company's internal control and Internal Control over Financial Reporting, internal audit and the risk management systems, and to discuss with the auditors or audit firms any significant internal control weaknesses detected in the course of the audit.

• To supervise the process of drawing up and presenting regulated financial information.

• To review the Company's accounts, ensure compliance with legal requirements and correct application of generally accepted accounting principles, for which purpose it has the direct collaboration of the external and internal auditors.

• To handle and oversee relations with the external auditors or audit firms in order to receive information on any matters that could compromise their independence and any other matters related to the auditing process, as well as any other communications established in auditing legislation and auditing standards.

• To supervise performance of the audit contract, ensuring that the opinion on the Annual Accounts and the main contents of the audit report are expressed clearly and precisely, and to evaluate the results of each audit.

• To supervise compliance with the legislation concerning related-party transactions. In particular, it will ensure that information on such transactions is reported to the market, (Order 3050/2004, of the Ministry of Economy and Finance, of 15th September 2004).

•To issue annually, prior to the issue of the audit report, a report expressing an opinion on the independence of the auditors or audit firms, as well as disclosing the provision of additional services as referred to above.

• To examine compliance with the Internal Rules of Conduct, the Audit Committee Regulations and the Company's rules of good governance and to make the necessary proposals for improvement.

• To receive information and issue a report on any disciplinary measures sought to be imposed on members of the Company's senior management team.

With regard to tax, the tax strategy approved by the Board is governed by the following principles: compliance with the applicable tax obligations in the territories where it does business, promote a relationship of collaboration with the Tax Authorities with which it relates, and protect sustainable value generation for the Company's different stakeholders. Tax Management of the Group reports, at least once a year, to the Board on the management of and compliance with tax obligations as well as tax risk control and management aspects.

E.3. Point out the main financial and non-financial risks, including tax risks and to the extent that they are significant the risks deriving from corruption (with the scope indicated in Royal Decree Act 18/2017), that could affect the achievement of business goals:

In the process of identifying, understanding and assessing the risks that affect the company, the following risk factors have been considered:

Operational risks a) Safety incidents b) Erroneous actions and relations with workers c) Market risks and risks of the activities in which the Group does business d) Brand reputation e) Risks relating to processes f) Economic environment g) Climate change h) Geopolitical risk i) Integrations of new companies j) COVID-19 k) Technological risks l) Compliance risks m) Increase of prices of commodities and raw materials Financial risks a) Credit risk b) Default/ Insolvency of customers c) Liquidity risk d) Exchange rate risks

E.4. Identify whether the company has risk tolerance levels, including one for tax risk:

Fluidra defined its risk tolerance (maximum acceptable value of unexpected losses that the company can handle). Based on the values that were calculated, impact scales have been defined that the group uses in its risk matrix.

The various risks are identified and assessed on the basis of an analysis of the possible events that could give rise to such risks. The assessment is carried out using parameters that measure probability and impact. The controls in place to mitigate them are determined as well as the additional action plans necessary if such controls are considered insufficient.

This process, performed annually, lets the Company's Risk Map be obtained. The most relevant risks are taken from this map and, together with the main variations compared to the previous year, are submitted to the Audit Committee for discussion and approval. The definition of the scale of gravity and the scale of probability is carried out based on qualitative and quantitative criteria.

Once the critical risks have been identified and assessed, Company Management establishes specific actions, determining the person responsible and timing, to mitigate the impact and probability of such risks and at the same time reviews the current controls over these risks. The analysis of risks, controls and actions to mitigate their impact and probability is presented annually to the Audit Committee, for supervision and approval. The Audit Committee subsequently reports to the Board of Directors.

E.5. State what financial and non-financial risks, including tax risks, have materialized during the year:

The appearance of the COVID-19 coronavirus in China in January 2020 and its global expansion to a large number of countries led to the classification of the outbreak of the virus as a pandemic by the World Health Organization on 11th March 2020. The effects of the pandemic are still being felt all over the world. Although in general terms of turnover the group has not been affected, we have however witnessed an increase in the prices of raw materials and commodities that also affected the Fluidra group. There were disruptions in the supply chain of certain materials, which delayed deliveries of some materials, affecting Fluidra's sales as a result. Furthermore, the pandemic has intensified some of the trends in the sector (living away from cities, movements towards the south of the USA, working from home) which favour the use of pools, which has brought significant growth in our business.

Due to the impact of COVID-19, the company limited travel by group personnel in order to prevent possible contagion. It also promoted a culture of working from home, or hybrid in-office and working from home, in line with the situation of the pandemic and the different jobs. In any case, all the necessary measures were taken to protect employees who were unable to work from home from the virus.

In 2021, the risk of sudden floods at our factory located in Dongchuan materialized once again. The heavy rainfall in the area caused the river next to the facilities to burst its banks and caused flooding up to levels of 1m, double that experienced in 2019. After the last flood, the Company had already proceeded to raise all machinery to a height of 50cm above the ground in order to prevent future floods from forcing us to halt activity. However, the increase in the water level up to a height of 1m rendered the facilities unusable and caused the closure of the plant for a month and a half.

E.6. Explain the plans for responding to and supervising the company's main risks, including tax risks, as well as the proceduresfollowed by the company to ensure that the board of directorsrespondsto the new challengesthat appear:

In addition to what is explained in section E.5 in relation to COVID-19, Fluidra also manages the following risks:

Strategic risks:

Continuing analysis of sales of new strategic products and comparison with competitors based on market research monitoring tools, statistical database analysis by type of market and product. Comparative studies are performed that let us measure the figures against the competition and update product valuations with the information obtained.
Customers with a greater awareness of sustainability: a study is planned that will identify risks and opportunities in market trends from the ESG standpoint.
Analysis of new lines of business: advising from external consultants specializing in development processes.

Operational risks:

Protection of technology and R&D: given the activities carried out by the different business units, this is an essential milestone in order to maintain its competitive edge. Fluidra has development criteria, policies and legal protocols to assure this protection, encompassing information security and cybersecurity.
Action plans to ensure that production capacities are adapted to the demand levels for new products.
Expansion through the acquisition of companies in the sector: integration processes in all areas so that the companies are integrated efficiently. - Impacts of climate change on operations: monitoring to prevent alterations in the Group's supply chain.

Financial risks:

Corporate Management Control Department: detection and rapid eradication of any irregularity in subsidiaries to standardize the consolidation of financial and non-financial statements; analysis of procedures and internal controls of the subsidiaries successively checked by the Internal Audit Department and reviewed by external auditors.
Plan for implementation and update of the subsidiaries' computer systems.
Continuous monitoring of exposure to exchange rate risk or interest rate risk and proposing corrective measures.
Continuous monitoring of credit risk: analysing the financial health and the profits obtained from customers that represent a higher risk in relation to the fixed costs borne by Fluidra.

Regulatory and compliance risks:

Procedure for identification and assessment of legal/tax risks applied periodically: identify any conflicts/litigation that could have an impact on the company's assets, or any differences of opinion that might arise due to different interpretations of the law with respect to a specific tax. Accounting provisions to cover the risks are analysed and recorded.
Providing annual information on environmental performance and management: Fluidra works to guarantee the reliability and integrity of the information provided on energy use, waste generation or greenhouse gas emissions through external verification of its Non-Financial Information Statement.

Environmental risks:

Effect of climate change on the business: calculation of the financial impact as a result of the possibility of a reduction in sales of seasonal products and of potential material damage and interruptions of its activity. This risk is offset with the group's geographical diversification, the increase in the portfolio of products for adverse climate conditions and the R&D of products with low water, energy and chemical product consumption, as well as products and services that enable efficient utilization of pools in any climate situation. The ESG department performs a qualitative analysis of the physical and transitory risks. It has been determined that acute physical risks on the business infrastructures and the costs associated to prevention, adaptation and mitigation are the most likely in the medium term and those that could have greater impact. - Environmental legislation: the subsidiaries/regions are responsible for compliance with legislation and have the support of the ESG and HSE corporate departments.

Human Resources risks:

Talent management: people management to reduce workplace conflicts and not affect the company's performance: policy of bonus linked to the company's results and personal targets; identifying and rewarding the best professionals to attract and retain talent; individual and collective development plans; succession plans that guarantee the continuity of the company.
Occupational health and safety: investments are made in the factories periodically and training is given to prevent workplace accidents. - Confidential Channel: managed by the Ethics Committee, for reporting any issue considered appropriate.
Respect for internationally recognized Human Rights: efforts are made to prevent and mitigate any potential risk that could arise from the company's activities and/or commercial relations. All employees and suppliers undertake to respect the principles contained in the Universal Declaration of Human Rights by accepting Fluidra's respective Ethics Codes. Reputational risks:
Transparency in communications with stakeholders: comparison with different international benchmarks and external agency ratings to ensure compliance and plan future improvements; publication of Annual Integrated Report
United Nations Global Compact and principles of the WTO. Fluidra carries on its activity in some of the countries that have not signed up to these. Supplier assessments and audits are performed and training is given to them on the human rights commitments contained in the Ethics Code.

F. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS ON FINANCIAL REPORTING (ICFR)

Describe the mechanismsthat make up the control and risk managementsystemsin relation to the company'sfinancial reporting (ICFR).

F.1. Control environment in the company.

Indicate,specifying their main features, at least the following:

F.1.1 What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective ICFR; (ii) the implementation of this system; and (iii) supervision of the system.

Fluidra S.A. and itssubsidiaries(hereinafter Fluidra) formally definesthe responsibilitiesforthe adequate and effective existence of ICFR in the Board of Directors Regulations.

The Board of Directors has designated Corporate Financial Management of Fluidra asresponsible forthe implementation and maintenance of ICFR. Asregardsresponsibility forsupervising ICFR, articles 6 and 7 of the Audit Committee Regulations explicitly include the responsibility of the Audit Committee in relation to supervision of the ICFR, as well asthe responsibility forsupervising the process of drawing up and presenting regulated financial information. The Audit Committee hasthe support of Internal Audit management in fulfilling itsresponsibilities and thisisreflected in the charterforthat management area.

F.1.2 Whether any of the following are in place, particularly with regard to the process of preparing financial information:
· Departments and/or mechanisms in charge of: (i) the design and review of the organizational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of tasks and duties; and (iii) ensuring that there are sufficient proceduresfor the proper dissemination of these in the company:

Fluidrahas internal processes that establish the authorization levels necessary to modify the organizational structure. Defining the structure and reviewing it are ultimately responsibilities of the Executive Chairman and CEO, with the support of the Appointments and Remuneration Committee. The Appointments and Remuneration Committee is made up of 4 directors from the Board of Directors, of whom 2 are proprietary directors and 2 are independent.

Fluidra has an internal organization chart available on the corporate intranet which covers the main business areas and ranges from the position of Executive Chairman through the CEO to the level of General Management of each business. This organization chart specifies the areas and departments (including the departments involved in the preparation, analysis and supervision of the financial information), and details the hierarchical dependencies. For the purposes of preparing regulated financial information, the Group Accounting Manual (GAM) sets out the basic lines of responsibility existing in the process, policies, documentation necessary and timing.

· Code of conduct, body that approvesit, degree of dissemination and instruction, principles and values included (indicating whether the recording of operations and the preparation of financial information are specifically mentioned), body in charge of analysing breaches and proposing corrective actions and penalties:

Fluidra's commitments include focusing its efforts on ensuring that operations are carried out in an environment of ethical professional practice. This is carried out through the implementation of mechanisms aimed at preventing and detecting fraud committed by employees, or inappropriate practice that could lead to sanctions, fines or damage the Group's image, and also by reinforcing the importance of ethical values and integrity among its professionals. Fluidra has a Code of Conduct (hereinafter Ethics Code), the first version of which was approved by the Board of Directors at a meeting held on 16th December 2008 and the latest version in September 2019.

The Ethics Code must be observed by all employees of the Group and is accessible to all employees through the corporate website and the "myfluidra" Intranet. All employees, when they join Fluidra, receive a copy of the Ethics Code which they have to sign as evidence of their agreement to comply with the internal policies of Fluidra.

The main values included in the Ethics Code are those of bringing maximum transparency to Fluidra's business, creating an environment of trust for its customers, suppliers, shareholders, employees, public and private institutions and for society in general. The Ethics Code is based on the ten principles declared in the UN Global Compact and seeks to be the guide that sets out the most relevant ethical principles and behaviour to be observed in internal and external relations, including and updating all conduct that is not permitted from a legal approach.

The general ethical principles considered in the Fluidra Ethics Code are specified in terms of the ICFR (Internal Control over Financial Reporting), in values associated to professional integrity and responsibility, guidelines for action related to a greater or lesser extent to the reliability of the financial information and compliance with applicable legislation.

Updates and amendments of the Ethics Code are proposed and promoted by the Audit Committee. The modifications that have been made to the Ethics Code are indicated below:

• On 28 th February 2012, the Audit Committee approved the review of the Ethics Code with the aim of incorporating modifications that reflected the evolution of the legal framework to which it is subject, especially with regard to the responsibilities of the Board of Directors and the Audit Committee. •During 2015, Fluidra reviewed the Ethics Code again, with the aim of bringing it into line with new legislative changes, updating it once again in 2016 to the latest changes in regulations.

In addition to the Ethics Code, Fluidra also has other features that seek to achieve an environment of ethical professional practice.

• During 2017, the Compliance Coordination Committee was consolidated, made up of the corporate areas of Human Resources, Internal Audit, Legal Advising and by the CFO. As established in its Rules of application, its main functions are as follows:

Promoting, disseminating and applying the Ethics Code throughout the Group.
Ensuring that the criminal offence prevention and control model is developed correctly in the Group.
Encouraging the creation of internal policies, rules and procedures.

•In 2019, the Board of Directors of Fluidra published a new Ethics Code, resulting from the merger of the two codes of conduct of the former Fluidra and the former Zodiac. Group Management prepared a compulsory online course for all employees aimed at helping them to know and understand the principles and commitments of the organization. The course consisted of three parts: an information video of the Chairman of the Group, an online course on the New Ethics Code, and finally acceptance of the Fluidra Ethics Code.

At the end of 2019, the Audit Committee opted to coordinate Compliance Management and the position of compliance officer in Internal Audit management under the leadership of the Global Internal Audit Manager. As part of this change, the Compliance Coordination Committee undertook advisory functions to the Global Internal Audit and Compliance Manager.

· Whistleblowing channel that makes it possible to report any irregularities of a financial or accounting nature to the audit committee, as well as any possible breach of the code of conduct and irregular activitiesin the organization,specifying, if appropriate, whether it is confidential and whether it provides the possibility of reporting anonymously respecting the rights of the whistleblower and the person reported:

Fluidrahas an internal whistleblowing channel ("Confidential Channel") through which all employees, board members, customers, suppliers, contractors or subcontractors and shareholders can address their queries and concerns. A communication channel has been enabled to send them: via the corporate website, "myfluidra" intranet and an e-mail address. Fluidra also has an Ethics Committee, whose role is to deal with the queries and complaints received through the Confidential Channel. Its objective is to carry out monitoring and control of compliance with the principles established in the Ethics Code. The Ethics Committee reports annually to the Audit Committee the breaches of the Ethics Code identified and the corrective actions and disciplinary measures proposed, if necessary. All communications between the Ethics Committee and the employees of Fluidra are totally confidential, respecting the limitations established in applicable personal data protection legislation. In this regard, all members of the Ethics Committee are authorized to know the combined information of all queries and notifications received from the group through the query and notification procedure.

· Regular training and update programmesfor personnel involved in the preparation and review of financial information, as well as in the evaluation of ICFR, covering at least accounting policies, auditing, internal control and risk management:

With the aim of promoting training and development, Fluidra has the Fluidra MyCampus platform. The aim of MyCampus is to consolidate an offer of corporate training on multidisciplinary and business contents to promote the transmission of internal knowledge and also the acquisition of new knowledge by offering external content.

Bolstering internal training in Fluidra, by offering courses in the main functional and business areas given by internal trainers, whenever possible, is considered key in order to take full advantage of Fluidra's knowledge and foster interrelation among Fluidra's professionals. As a new feature, in 2021 we have the contents of LinkedIn Learning including financial content available to our employees on demand. For aspects related to the preparation of financial information, Fluidra invests in training on accounting and financial skills by giving training to the

employees involved in the subsidiaries through visits, or online during the pandemic, which goes over the reporting statements, the different information needs for central services or criteria for obsolescence or insolvency, among others.

F.2. Financial reporting risk assessment

Indicate at least the following:

F.2.1 What are the main features of the risk identification process, including the process of identifying the risks of error or fraud, with respect to:
· Whether the process exists and is documented:

The process followed by Fluidra to identify risks of error in the financial information is systematic and is documented. Fluidra places special emphasis on the identification of risks of material error or fraud, by determining financial reporting control objectives for each of the risks identified. This risk identification process is carried out and documented by Financial Management of Fluidra and is supervised by the Audit Committee, with the support of Internal Audit.

· Whether the process covers all the financial reporting objectives(existence and occurrence; completeness; valuation; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often:

The process is structured so that, on a regular basis, the areas that can have a material effect on the financial statements are analysed based on a range of criteria that include quantitative and qualitative factors, identifying relevant areas/locations at transaction level, to the extent that they are affected by transactions with a material impact on the financial statements. The scope of the areas identified is reviewed by Corporate Financial Management of Fluidra and is ultimately supervised by the Audit Committee. If in the course of the year (i), circumstances not previously identified that show possible errors in the financial information or (ii), substantial changes in the operations of Fluidra come to light, Financial Management assesses the existence of the risks that should be added to the risks that have already been identified.

· The existence of a process for the identification of the consolidation perimeter, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities:

Through meetings with General Management of the divisions and the Legal Department, Financial Management regularly updates the corporate structure defining the consolidation perimeter for accounting and tax purposes. In addition, at least once a year the consolidation perimeter is supervised and approved by the Audit Committee.

The Company has a tax policy that sets out the guidelines for the group's legal structure, seeking to attain the business goals while avoiding complex instrumental structures.

· Whether the processtakes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financialstatements:

The process takes into account other types of risks to the extent that they affect the financial statements.

· What governance body of the company supervisesthe process:

As indicated in the Board of Directors Regulations, the Audit Committee is responsible for reviewing the internal control and risk management systems periodically, so that the main risks are identified, managed and reported adequately.

F.3. Control activities.

Indicate whether at least the following are in place and describe their main features:

F.3.1. Proceduresfor review and authorization of financial information, and description of the ICFR to be published in the securities market, indicating the persons or divisionsresponsible for them, as well as documentation describing the flows of activities and controls(including those relating to risk of fraud) of the varioustypes of transactionsthat could materially affect the financialstatements, including the closing process and the specific review of significant judgements, estimates, valuations, and projections.

Fluidra has a range of procedures to validate the accounting closing and the preparation of financial information for all areas. The control activities identified and formally documented focus on activities related directly to balances and transactions that could have a material effect on the financial statements and also seek to mitigate the risk of fraud.

As regards the closing procedure and the procedure for the review and authorization of the financial information published on the market, it commences with the establishment of a detailed calendar of closing activities duly distributed over all the divisions through the GAM. Thereafter, each subsidiary reports its financial data using a standard format determined by Financial Management using the Hyperion tool. Financial Managementisthen responsible for the consolidation process, and prepares the Consolidated Annual Accounts, which are validated by Corporate Financial Management for subsequent presentation to and supervision by the Executive Chairman, CEO, Internal Audit, the Audit Committee and the Board of Directors.

Fluidra also has a series of procedures through which Financial Management reviews ICFR, mainly consisting of:

• Existence of an ICFR management policy that articulates the scope, responsibilities, procedure for evaluating the effectiveness of the model, supervision of the model, establishment of action plans and their follow up, and supervision by the Audit Committee.

• System for evaluating the internal control model through Self-Evaluation questionnaires: Financial Management of Fluidra, based on the process of identifying and assessing risks and controls, defines self-evaluation questionnaires which must be completed by the Divisions considering the minimum requisites to guarantee reasonable assurance as to the reliability of the financial information. Internal Audit supervises the effectiveness of the model in accordance with the provisions of the internal audit plan.

In relation to the specific review of relevant judgements, estimates, valuations and projections, this takes place initially in the existing control activities either in the routine transactions of Fluidra, or through the control mechanisms in place in the process of preparing the financial information detailed in the GAM. Depending on the degree of judgement and estimation applied and the potential impact on the financial statements, there is a subsequent scale of discussion and review involving General and Financial Management of the Division, Corporate Financial Management, the CEO, the Executive Chairman, the Audit Committee and the Board of Directors, in that order, in cases of substantially relevant aspects in the preparation of financial information.

When third-party experts are involved in areassubjectto judgement, estimate, valuation and projections,they discuss and presenttheir resultsto Financial Management, after having applied a series of control and supervision procedures to the work carried out by these experts, and depending on their materiality they are submitted to the Audit Committee.

In particular, the main judgements and estimates broached during the year are those indicated in the notes to the Consolidated Annual Accounts for the year.

F.3.2 Internal control policies and procedures on information systems (including, among others, secure access, change control, operation of the systems, operational continuity, and segregation of duties) that provide support for the company'srelevant processesin drawing up and publishing financial information.

Fluidrauses information systems to carry out and maintain adequate recording and control of its operations. As part of the process of identifying risks of error in the financial information, Fluidra identifies, through Financial Management, the systems and applications that are relevant in preparing it. The systems and applications identified include both those directly used in preparing the financial information and the interfaces with this system, notably in relation to sales/accounts receivable and purchases/accounts payable.

The policies and procedures concerning Fluidra's information systems cover both hardware and software security with regard to access (ensuring segregation of functions through adequate restriction of access), procedures to check the design of new systems or modifications to existing systems and continuity in their operation (or start-up of alternative systems and applications) in the event of incidents that affect their operation. These policies seek, among others, to guarantee the following aspects:

• Security of access both to data and applications.

• Control over changes in the applications.

• Correct operation of the applications.

• Availability of data and continuity of the applications

• Adequate segregation of functions

• Raising awareness of individual participation in computer security

a) Secure access:

A series of measures at different levels have been defined to prevent unauthorized access both to data and to the applications.

At software, operating system and database level, the user-password combination is used as a preventive control. At data level, profiles have been defined which limit access to data and on which a segregation of functions matrix is being developed that will ensure the compatibility of the user's functions according to his/her responsibilities.

b) Change control:

A change management methodology has been developed and implemented which establishes the safeguards and validations necessary to limit the risk in this process. Since 2012 a new methodology called "change request" has been in use. The main aspects featured include the following:

Approval by the business area
Testing prior to production
Specific environments for development and test tasks
Reverse procedures

• Segregation of functions as the development team does not have access to production.

c) Operation:

To ensure that operations are carried out correctly, the interfaces between the systems involved in preparing financial information are monitored. There is also an internal "Help Desk" services for end users in the event of detecting any kind of incident, query or request for training and which controls the efficiency of the operation of the information systems.

d) Availability and continuity:

At is head offices, the Company has two Data-Processing Centres (main and backup) that enable it to ensure the availability of the information system in a contingency. All of this is supported, furthermore, by a Disaster Recovery Plan with the tasks and steps to be carried out to restore the systems in such an event. This DRP is tested in real conditions once a year. In addition, daily backups are made of the data and applications, which are kept at a secure location temporarily. To recover such data there is a specific procedure although integral tests are not carried out regularly. Partial information recovery processes are however carried out regularly.

In the head offices in the USA, data of the main applications are stored in California and replicated in real time to an alternative system in Utah. In addition, there are recovery points for the same data which are stored onsite in California for immediate recovery in situations in which the contingency in question has not physically damaged the data processing centre. Data recovery testing processes are performed routinely in order to verify the integrity of the system.

In Australia, the data of the main applications are stored in Sydney, replicated and sent weekly to a secure storage centre. There are also recovery points for the same data which are stored onsite in Sydney for immediate recovery in situations in which the contingency in question has not physically damaged the data processing centre. Data recovery testing processes are performed routinely in order to verify the integrity of the system. e) Segregation of functions:

A series of profiles have been defined describing the functionalities to which a user should have access in the Information Systems. These profiles are used to prevent a user from having more privileges than are strictly necessary. The definition of these profiles is currently under review. f) Awareness raising:

Fluidra has implemented a Cybersecurity Awareness Program that includes phishing simulations and training courses for all employees with digital identity.

F.3.3 Internal control policies and procedures designed to supervise management of activities outsourced to third parties, as well as the aspects of assessment, calculation or valuation entrusted to independent experts, which may materially affect the financialstatements.

If a service has to be outsourced or an independent expert involved in assessments, calculations and valuations with a significant impact on the financial information, Financial Management of Fluidra leads the decision-making process.

F.4. Information and communication.

Indicate whether at least the following are in place and describe their main features:

F.4.1. A specific function charged with defining and updating accounting policies(accounting policy area or department) and with resolving questions or conflicts arising from their interpretation, maintaining fluid communications with those responsible for operations at the organization, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates.

Among other functions, Financial Management is responsible for keeping the accounting policies applicable to the group up to date. In this regard, it is responsible for updating the GAM, which includes the group's accounting policies and chart of accounts, as well as an analysis of any regulatory and accounting changes that could have an impact on the financial information of Fluidra.

The GAM is updated periodically, or when a significant new development so requires, and was last updated in July 2020. The updates review both accounting policies based on changes in applicable EU-IFRS and the group's accounting structure, ensuring traceability between individual charts of accounts of the group subsidiaries and the Fluidra chart of accounts which is used as the basis for drawing up the different reporting packages to be provided to external bodies. Changes and updates to the GAM are communicated to all responsible financial personnel by e-mail. The last update of the GAM is always available on the group's intranet under the heading "policies and procedures".

Financial Management is also responsible for clearing up any doubts about the accounting treatment of certain transactions raised by the personnel responsible for preparing the financial information of Fluidra.

To add greater convenience and efficiency to the responsibility of keeping the GAM up-to-date, and to identify any incidents and weaknesses that have to be remedied, there is a working group on accounting procedures, made up of a member of Corporate Financial Management, the Internal Audit Manager and the person responsible for updating the GAM, the aim of which is to update the GAM based on the incidents detected by internal audit in the course of its duties, which are not contemplated in the Group's current policies. This working group meets once a quarter and records minutes of the meetings.

F.4.2 Mechanismsto capture and prepare financial information using standardized formats, to be applied and used by all units of the company or group, supporting the main financialstatements and the notes, as well as the information provided on ICFR.

All the companies that form part of the Consolidated Group at the end of 2021 use a single standardized reporting format. Most of them (approximately 60% of turnover), have the same Corporate System for accounting in terms of capture and preparation of financial information. For the remaining 40%, which have not implemented that Information System at present, Fluidra ensures that standardized formats are used in preparing the financial information through mechanisms that reflect those used in the integrated tool. The financial information reported by all the subsidiaries covers the composition of the main Financial Statements and the notes. The Financial Management department of Fluidra is responsible for obtaining data from all the subsidiaries, and with this information makes the necessary consolidation adjustments to obtain the consolidated figures and complements the financial information with the reserved notes to Consolidated Financial Statements.

In 2013, new reporting and consolidation software was implemented and has been fully active since 2015.

To ensure the reliability of the information reported by the subsidiaries, they must report a range of data to allow an analysis of variations in asset and liability items and results obtained with respect to the monthly budget and the previous year, in which the various balance sheet and income statement items are interrelated, permitting greater knowledge in detail of the operations reported at local level.

The Company has also implemented ICFR management software through which twice a year the subsidiaries included in the scope complete selfevaluation questionnaires on control and submit evidence of key controls. These questionnaires are suitably supervised by the responsible financial personnel of the corresponding division, creating action plans if considered necessary. Internal audit carries out supervision of the effectiveness of the controls twice a year, in accordance with the annual audit plan, reporting the results to the Audit Committee.

F.5. Supervision of operation of the system.

Indicate and describe the main features of at least the following:

F.5.1. The ICFR supervision activities carried out by the audit committee as well as whether the entity has an internal audit function whose dutiesinclude providing support to the committee in its work of supervising the internal control system, including ICFR. Information is also to be provided concerning the scope of the evaluation of ICFR performed during the year and on the procedure whereby the person or division charged with performing the evaluation reports the resultsthereof, whether the entity has an action plan in place describing possible corrective measures, and whether the impact thereof on the financial information has been considered.

The duties of the Audit Committee in relation to the supervision of ICFR are established in articles 6 and 7 of the Audit Committee Regulations and, among others, are focused on:

• Supervising the efficiency of the Company's internal control, especially Internal Control on Financial Reporting, internal audit, as the case may be, and the risk management systems, and discussing with the auditors or audit firms any significant internal control weaknesses detected in the course of the audit.

• Supervising the process of drawing up and presenting regulated financial information.

• Reviewing the Company's accounts, ensuring compliance with legal requirements and correct application of generally accepted accounting principles, for which purpose it has the direct collaboration of the external and internal auditors. In particular, the Audit Committee ensures that, in cases in which the auditor has included any qualification in the audit report, the Chairman of the Audit Committee explains clearly to the General Meeting the Audit Committee's opinion on the content and scope of the qualification, making a summary of that opinion available to the shareholders when notice of the Meeting is published, together with the other proposals and reports of the Board.

• In relation to the information systems and internal control:

Supervising and evaluating the process of drawing up and the integrity of the financial and non-financial information presented, and the financial and non-financial risk management and control systems relating to the Company and, as the case may be, the group, reviewing compliance with regulatory requisites, adequate definition of the consolidation perimeter and correct application of accounting policies.
Reviewing the internal control and risk management systems periodically, so that the main risks are identified, managed and reported adequately. - Ensuring the independence and efficacy of the internal audit function; proposing the selection, appointment, re-election and removal of the person responsible for the internal audit service; proposing the budget for the service; approving or proposing to the Board of Directors the approval of the internal audit orientation and annual work plan, ensuring that its activity is focused mainly on the relevant risks (including reputational risks), receiving periodic information on its activities; and verifying that senior management takes into account the conclusions and recommendations of its reports.
Establishing and supervising a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, customers, contractors or subcontractors to report any irregularities of potential relevance, especially financial and accounting or any other irregularities related to Fluidra that they observe in the Company or the group. This mechanism should ensure confidentiality and, in any case, provide for situations in which these matters may be reported anonymously, respecting the rights of the whistleblower and the reported person. Internal Audit Management is located within the Group's organization structure, and depends on the Audit Committee, so that its independence is assured as well as the performance of the assigned functions. All the actions carried out by Internal Audit Management that require approval are approved by the Board of Directors at the proposal of the Audit Committee.

Internal Audit prepares and presents an Annual Internal Audit Plan which is reviewed and approved by the Audit Committee. In 2021, Internal Audit met with the Audit Committee in the months of February, March, May, July, October, November and December to present the results and evolution of its work. At these meetings, Internal Audit reported the weaknesses identified in the design of the internal control model, proposing the corresponding action plans and the dates of implementation of these plans. In turn, Internal Audit supervises the correct implementation of the corrective actions. In the months of May, June, October and December 2021, the Audit Committee, through Internal Audit Management, supervised the correct review of the effectiveness of the controls conducted by Financial Management. A small number of weaknesses were detected, corresponding to the Australian subsidiary, which have been duly corrected. The weaknesses detected are reported to the heads of the Divisions and the corresponding action plans are designed, with a follow-up of their implementation.

F.5.2 Whether it has a discussion procedure whereby the auditor (as provided in the Technical Auditing Standards), the internal audit function, and other experts can inform senior management and the audit committee or the directors of the entity of the significant internal control weaknesses detected during the review of the annual accounts or such other reviews as may have been entrusted to them. Information shall also be provided on whether there is an action plan to attempt to correct or mitigate the weaknessesfound.

The Audit Committee meets at least four times a year, with the aim of obtaining and analysing the necessary information to fulfil the tasks with which it has been entrusted by the Board of Directors.

Special attention is given to the review of the company's quarterly financial information, which is presented by General Financial Management. In order to carry out this process, the Audit Committee is assisted by Internal Audit, General Financial Management (responsible for preparing the financial information) and the Auditor, with the aim of ensuring the correct application of ruling accounting policies and the reliability of the financial information, and in order to be able to report any significant control weaknesses identified, if there are any, and the corresponding action plans.

Prior to the reports issued by the Audit Committee, Internal Audit Management discusses the results of its work with local management, Financial Management and Corporate General Management, thus ensuring fluid and efficient communication among all parties.

In relation to the External Auditors, they present annually the scope, timing and areas of emphasis of their audit work on the annual accounts, in accordance with the applicable auditing standards. They also meet with the Audit Committee to present the conclusions of their work and areas for improvement. The weaknesses reported are communicated to Internal Audit Management for inclusion in the implementation plan. It should be noted that the External Auditors have stated that no significant internal control weaknesses have come to light during the audit performed in 2021.

F.6. Other relevant information.

F.7. External audit report.

Report on:

F.7.1 Whether the information on ICFR sent to the markets has been reviewed by the external auditor, in which case the entity should include the corresponding report as an appendix. Otherwise, the reasons for this should be provided.

Fluidra has submitted the information on ICFR sent to the markets for 2021 to be reviewed by the External Auditor. The favourable report issued by the External Auditor is attached as an appendix to this document.

G. DEGREE TO WHICH CORPORATE GOVERNANCE RECOMMENDATIONS ARE FOLLOWED

State the company's degree of compliance with the recommendations of the Good Governance Code of Listed Companies.

If the company does not comply with any recommendation or followsit partially, a detailed explanation of the reasons must be given, providing shareholders, investors, and the market in general with sufficient information to assess the company's course of action. Generalized explanations will not be acceptable.

The Articles of Association of listed companies should not place an upper limit on the votes that can be cast by a single shareholder or impose other obstaclesto the takeover of the company by means of share purchases on the market.

Complies[ X ] Explain [ ]

When the listed company is controlled, in the sense of article 42 of the Code of Commerce, by another company, listed or not, and has business relations, directly or through its subsidiaries, with that other company or any of its subsidiaries (other than those of the listed company) or carries on activities related to those of any of such companies, it should provide detailed disclosure on:

a) The respective business activity and any business dealings between the listed company or its subsidiaries, on the one hand, and the parent company or its subsidiaries, on the other hand.

b) The mechanismsin place to resolve possible conflicts of interest.

Complies [ ] Complies partially [ ] Explain [ ] Not applicable [ X ]

During the ordinary general meeting, the chairman of the board should verbally inform shareholdersin sufficient detail of the most relevant aspects of the company's corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular:

a) Changestaking place since the previous ordinary general meeting.

b) The specific reasonsfor the company not following a given Good Governance Code recommendation, and any alternative rules followed instead.

Complies[ X ] Complies partially [ ] Explain [ ]

The company should draw up and promote a policy relating to communication and contacts with shareholders and institutional investors in the framework of their involvement with the company, and with proxy advisors, that complies in full with market abuse regulations and accords equitable treatment to shareholders in the same position. This policy should be published on the company's website, complete with details of how it has been put into practice and the identities of the relevant spokespersons or those charged with its implementation.

And, notwithstanding the legal obligations on the dissemination of privileged information and other regulated information, the company should also have a general policy relating to the communication of economic and financial, non-financial and corporate information through the channels it considers appropriate (media, social networks or other channels) that contributes to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders.

Complies[ X ] Complies partially [ ] Explain [ ]

The board of directorsshould not make a proposal to the general meeting for the delegation of powersto issue shares or convertible securities without a preferentialsubscription right for an amount exceeding 20% of capital at the time of such delegation.

When the board approves any issue of shares or convertible securities without preferentialsubscription rights, the company should immediately post on its website the reports explaining the exclusion referred to in mercantile legislation.

Complies[ X ] Complies partially [ ] Explain [ ]

Listed companiesthat draw up the following reports on a voluntary or compulsory basis should publish them on their website sufficiently in advance of the ordinary general meeting, even if their distribution is not mandatory:

a) Report on auditor'sindependence.

b) Reports on the activities of the audit committee and the appointments and remuneration committee.
c) Report of the audit committee on related-party transactions.

Complies[ X ] Complies partially [ ] Explain [ ]

The company should broadcast its general shareholders meetingslive on the corporate website.

The company should also have mechanisms that permit the delegation and exercise of vote through remote means and, in the case of large cap companies and to the extent that it is proportionate, even active attendance at and participation in the General Meeting.

Complies[ X ] Complies partially [ ] Explain [ ]

The audit committee should strive to ensure that the annual accounts the board of directors presentsto the general shareholders' meeting are drawn up in accordance with accounting legislation. In cases in which the auditor has included a qualification in the audit report, the chairman of the audit committee should give a clear account at the general meeting of the audit committee's opinion on its content and scope, a summary of that opinion should be made available to the shareholders at the time of publishing the notice convening the meeting, together with the remaining proposals and reports of the board.

Complies[ X ] Complies partially [ ] Explain [ ]

The company should publish the requisites and procedures it will accept as evidence of ownership of shares, the right to attend general meetings and the exercise or delegation of voting rights permanently on its website.

Such requisites and procedures should encourage shareholders to attend and exercise their rights and be applied in a non discriminatory manner.

Complies[ X ] Complies partially [ ] Explain [ ]

When a shareholder entitled to do so exercises the right to supplement the agenda or submit new proposals prior to the general meeting, the company should:
b) Publish the model of attendance card or proxy appointment or remote voting form duly modified so that new agenda items and alternative proposals can be voted on in the same terms as those submitted by the board of directors.
c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the board of directors, with particular regard to presumptions or inferences about votes.
d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

In the event that the company plans to pay for attendance at the general meeting, it should first establish a general, long-term policy in this respect.

Complies [ ] Complies partially [ ] Explain [ ] Not applicable [ X ]

a) Immediately circulate these supplementary items and new proposalsfor resolutions.

The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the attainment of a profitable business that is sustainable in the long term, promoting its continuity and maximizing its economic value.

In pursuing the corporate interest, it should not only abide by laws and regulations and conduct based on good faith, ethics and respect for commonly accepted customs and good practice, but also strive to reconcile the company'sinterests with the legitimate interests of its employees, suppliers, customers and other stakeholders, as well as with the impact of its activities on the broader community and the environment.

Complies [ X ] Complies partially [ ] Explain [ ]

The board of directorsshould have an optimal size to promote its efficient functioning and maximize participation. The recommended range is accordingly between five and fifteen members.

Complies[ X ] Explain [ ]

The board of directors should approve a policy aimed at favouring an appropriate composition of the board of directors and that:

a) Is concrete and verifiable.

b) Ensuresthat appointment or re-election proposals are based on a prior analysis of the skills required by the board of directors; and

c) Favours a diversity of knowledge, experience, age and gender. For these purposes, measures that foster a significant number of female senior managers are deemed to favour gender diversity.

The results of the prior analysis of the skills required by the board should be reflected in the appointments committee'sreport, to be published when the general meeting is convened that is to resolve on the ratification, appointment or re-election of each director.

The appointments committee should perform an annual check on compliance with this policy and set out its findingsin the annual corporate governance report.

Complies [ X ] Complies partially [ ] Explain [ ]

Proprietary and independent directors should constitute an ample majority on the board of directors, and the number of executive directors should be the minimum necessary bearing in mind the complexity of the corporate group and the percentage shareholding of the executive directorsin the company's capital.

The number of female directors should represent at least 40% of the members of the board of directors by the end of 2022 and thereafter, and prior to that should not be less than 30%.

Complies [ ] Complies partially [ X ] Explain [ ]

At 31st December 2021, of the total of 12 members of the Board of Directors of Fluidra, 10 are non-executive directors, therefore complying with the recommendation on this matter.

One of the main goals of the Appointments and Remuneration Committee in relation to the director and senior manager selection policy is to favour diversity of professional background, knowledge, nationality and, especially, gender. The Appointments and Remuneration Committee is aware that at present it does not comply with the Corporate Governance recommendation concerning the percentage of female board members, and is therefore taking the necessary measures to increase the number of women on the Board of Directors, as described in sections C.1.5 and C.1.6. Such measures are for the purpose of ensuring that the selection processes take gender diversity into account, balanced with other criteria of the profile sought such as knowledge, nationality, experience and solvency.

However, this aim can only be achieved when new candidates have to be selected to cover vacancies arising on the Board of Directors. Evidence that the measures adopted regarding the selection of female directors are working is that the last two vacancies on the Board of Directors, with the posts still in force, have been filled by women (Ms Esther Berrozpe, appointed for the first time on 6th September 2019 through the procedure of co-optation and whose appointment was ratified by the Ordinary General Meeting held on 19th May 2020, and Ms Barbara Borra, appointed for the first time on 30th December 2021 through the procedure of co-optation and whose appointment will be submitted for ratification at the next Ordinary General Meeting of the Company).

The Appointments and Remuneration Committee continues to work to ensure that future selection processes to cover new vacancies continue to favour gender diversity on the Board of Directors.

16. The percentage of proprietary directors with respect to all non-executive directors should be no greater than the proportion between the capital of the company represented by such directors and the remainder of the company's capital.

This criterion can be relaxed:

	a) In large cap companies where few or no shareholdings attain the legal threshold to be regarded as significant.

b) In companies with a plurality of shareholdersrepresented on the board but not otherwise related.

Complies[ ] Explain [ X ]

At 31st December 2021, of the total of 10 non-executive directors on the Board of Directors of Fluidra, 5 are independent directors and 5 are proprietary directors, while the percentage of share capital represented by the shareholders who have representation on the Board is 31.89% of the Company's total share capital. The recommendation is not followed as the Company is a large cap company.

In any case, in light of the share capital held by non-significant shareholders, a suitable balance is considered to exist between independent and proprietary directors.

Independent directors should be at least half of all board members.

However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30% of share capital, independent directorsshould occupy, at least, a third of board places.

Complies[ ] Explain [ X ]

At 31st December 2021, of the total of 12 directors on the Board of Directors of Fluidra, 5 are independent directors representing 41.66% of the total number of Board members. This proportion corresponds to the particular features of the Company's shareholder structure and of the shareholders' agreement, as well as the concerted action of certain significant shareholders described in section A.7 of this Report, all of which has resulted in the Company having 5 proprietary directors and 2 executive directors during the year, and being 1 independent short of the number required to comply with the recommendation, taking into account the Company's large capitalization.

Companiesshould disclose the following information about their directors on their websites and keep it regularly updated:
a) Background and professional experience.
b) Directorships held in other companies, listed or otherwise, and other paid activitiesthey engage in, of whatever nature.
c) Statement of the director category to which they belong, in the case of proprietary directorsindicating the shareholder they represent or have links with.
d) Dates of their first appointment as a board member and subsequent re-elections.
e) Shares held in the company, and any options on such shares.

Complies [ X ]	Complies partially [ ]	Explain [ ]
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Following verification by the appointments committee, the annual corporate governance report should disclose the reasons for the appointment of proprietary directors at the request of shareholders controlling less than 3 percent of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship.

Complies [ ] Complies partially [ ] Explain [ ] Not applicable [ X ]

Proprietary directors should resign when the shareholders they represent dispose of their shareholding in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the number of proprietary shareholders should be reduced accordingly.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]
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The board of directorsshould not propose the removalof independent directorsbefore the expiry oftheirtermof office established in the Articles of Association, except when there is due cause, found to exist by the board of directors following a report of the appointments committee. In particular, due cause will be deemed to exist when directors take up new posts or responsibilities that prevent them allocating sufficient time to their duties as a board member, or are in breach of the inherent duties of their post or come under one of the disqualifying groundsfor classification asindependent director enumerated in the applicable legislation.

The removal of independent directors may also be proposed when a takeover bid, merger or similar corporate transaction alters the company's capital structure, provided the changes in board membership ensue from the proportionality criterion set out in recommendation 16.

Complies[ X ] Explain [ ]

Companies should establish rules obliging directors to disclose and, as the case may be, to resign when situations arise affecting them, whether or not they are related to their actions in the company, that might be damaging to the company's credit and reputation, and, in particular, obliging them to inform the board of any criminal cases in which they are involved as investigated parties and the corresponding judicial proceedings.

Once the board has been informed of or has otherwise learned of the situations mentioned in the preceding paragraph, it should examine the case as soon as possible and, in light of the particular circumstances and following a report of the appointments and remuneration committee, decide whether or not it should take some kind of measure, such as opening an internal investigation, requesting the director's resignation or proposing his or her removal from office. This matter should be reported in the annual corporate governance report, unless there are special circumstances that justify its omission, which must be noted in the minutes. The foregoing is notwithstanding the information which the company must publish, if applicable, at the time of taking the corresponding measures.

Complies [ X ] Complies partially [ ] Explain [ ]

All directors should express their clear opposition when they feel a proposal submitted for the board's approval might damage the corporate interest. In particular, independent directors and other directors not subject to potential conflicts of interest should strenuously challenge any decision that could harm the interests of shareholderslacking board representation.

When the board makes significant or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directorsresigning for such causesshould set out their reasonsin the letter referred to in the next recommendation.

The terms of this recommendation also apply to the secretary of the board, even if he or she is not a director.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

When a director, either by resignation or a resolution of the general meeting, ceases to hold his or her post before their tenure expires, he or she should explain sufficiently the reasons for his or her resignation or, in the case of non-executive directors, his or her opinion on the reasons for removal by the meeting, in a letter to be sent to all members of the board.

Notwithstanding that all the above may be reported in the annual corporate governance report, to the extent that it is relevant for investors the company should publish the resignation or removal as soon as possible, making sufficient reference to the reasons or circumstances indicated by the director.

Complies [ X ]	Complies partially [ ]	Explain [ ]	Not applicable [ ]
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The appointments committee should ensure that non-executive directors have sufficient time available to discharge their responsibilities effectively.

The board of directorsregulationsshould lay down the maximum number of company boards on which directors can serve:

Complies [ ] Complies partially [ X ] Explain [ ]

The Board Regulations establish that the Appointments and Remuneration Committee is responsible for assessing the necessary skills, knowledge and experience of the Board, defining the duties and necessary aptitudes in the candidates who are to fill each vacancy, evaluating the time and dedication required so that they can discharge their responsibilities effectively.

Furthermore, the Board Regulations establish that directors must have adequate dedication and will take the necessary measures for effective management and control of the Company.

In turn, the Selection Policy establishes that candidates for directors of the Company must be persons of recognized honourability, solvency, competence, experience, qualification, availability and commitment to the Company.

Although the Board Regulations do not establish the maximum number of Boards on which its directors may serve, this information is taken into account in evaluating the suitability of candidates in the process for the appointment and re-election of directors in order to evaluate the time and dedication available to them to discharge their duties as directors effectively, analysing each case individually considering good governance best practice in this matter.

Furthermore, the Board Regulations establish that directors must dedicate the necessary time and effort to their post to discharge it effectively and, consequently, must inform the Appointments and Remuneration Committee of their other professional obligations, in case these might interfere with the required dedication. Article 25 of the Fluidra Board of Directors Regulations states that the Company will establish rules on the number of Boards on which its directors may serve. However, for the time being the Company has not considered it appropriate to establish such rules on the maximum number of boards on which directors may serve, based on the fact that, as there is no legal obligation, the dedication involved in belonging to a board varies depending on the complexity of the company, the committee chairs undertaken, whether or not the post of director is executive, etc. Accordingly, the policy that the Company is following is that any director who wishes to accept a new post on a board must report this prior to accepting it so that the Board of Fluidra, following a favourable report from the Appointments and Remuneration Committee, can resolve not to object, taking into account, among other things, that the new post does not prevent the director from fulfilling his or her duties as a director of Fluidra. The Appointments and Remuneration Committee takes into account the estimated dedication that the new post may require, as well as best practice in good governance of listed companies (including comparisons with listed companies, proxy advisor polices, etc.).

The board should meet with the necessary frequency to properly perform its functions, and at least eight times a year, in accordance with a calendar and agendas set at the start of the year, to which each director may propose the addition of initially unscheduled items.

Complies [ X ] Complies partially [ ] Explain [ ]

Director absences should be kept to a strict minimum and quantified in the annual corporate governance report. In the event of absence, directors should delegate another director to represent them and issue appropriate instructions.

Complies [ X ] Complies partially [ ] Explain [ ]

When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, they should be recorded in the minutes if the person expressing them so requests.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

The company should establish suitable channels for directors to obtain the advice they need to carry out their duties including, if necessary, external advising at the company's expense.

Complies [ X ] Complies partially [ ] Explain [ ]

Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstancesso advise.

Complies [ X ] Explain [ ] Not applicable [ ]

The agendas of board meetings should clearly indicate the items on which directors must arrive at a decision, so they can study the matter beforehand or gather the material they need.

When, exceptionally,for reasons of urgency, the chairman wishesto present decisions or resolutionsfor board approvalthat were not on the agenda, their inclusion will require the express prior consent, duly minuted, of the majority of directors present.

Complies [ X ] Complies partially [ ] Explain [ ]

Directors should be regularly informed of movements in share ownership and of the views of significant shareholders, investors and rating agencies on the company and its group.

Complies [ X ] Complies partially [ ] Explain [ ]

The chairman, as the person charged with the efficient functioning of the board of directors, in addition to the functions assigned by law and the company's Articles of Association, should prepare and submit to the board a schedule of meeting dates and agendas; organize and coordinate regular evaluations of the board and, where appropriate, the company's chief executive officer; exercise leadership ofthe board and be accountable forits properfunctioning; ensure thatsufficienttime is given to the discussion of strategic issues, and approve and review refresher courses for each director, when circumstancesso advise.

Complies [ X ] Complies partially [ ] Explain [ ]

When a lead independent director has been appointed, the Articles of Association or board of directors regulations should grant him or her the following powers over and above those conferred by law: chair the board of directorsin the absence of the chairman and vice-chairs, if any; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholdersto hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairman succession plan.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

The secretary of the board should make special efforts to ensure that the board's actions and decisions are informed by the governance recommendations of the Good Governance Code that are applicable to the company.

Complies[ X ] Explain [ ]

The board in full should conduct an annual evaluation, adopting, where necessary, an action plan to correct weaknesses detected in:

a) The quality and efficiency of the board's operation.

b) The operation and composition of its committees.

c) The diversity in the composition and competences of the board.

d) The performance of the chairman of the board of directors and the company's chief executive.

e) The performance and contribution of each individual director, with particular attention to the chairs of board committees.

The evaluation of board committeesshould start from the reportsthey send to the board of directors, while that of the board itself should start from the report of the appointments committee.

Every three years, the board of directors should engage an external consultant to aid in the evaluation process. This consultant's independence should be verified by the appointments committee.

Any business dealingsthat the consultant or any company in its group has with the company or with any company in its group should be detailed in the annual corporate governance report.

The process followed and areas evaluated should be described in the annual corporate governance report.

Complies [ X ] Complies partially [ ] Explain [ ]

Where there is an executive committee, at least two non-executive directors should be on this committee, at least one of whom is independent; and the secretary of the committee should be the secretary of the board.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board membersshould receive a copy of the executive committee's minutes.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

The members of the audit committee, particularly its chairman, should be appointed taking into account their knowledge and experience in accounting, auditing and both financial and non-financial risk management.

Complies [ X ] Complies partially [ ] Explain [ ]

Under the supervision of the audit committee, there should be a unit in charge of the internal audit function to oversee proper operation of reporting and internal control systems. This unit should report functionally to the board's non-executive chairman or the chairman of the audit committee.

Complies [ X ] Complies partially [ ] Explain [ ]

The head of the unit handling the internal audit function should present an annual work programme to the audit committee for approval by the committee or by the board, inform it directly of the execution of this plan, including any incidents and scope limitations arising during its implementation, the results and monitoring of its recommendations and submit a report on its activities at the end of each year.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

In addition to the functions established by law, the audit committee should have the following functions:
In relation to internal control and reporting systems:
a) Supervise and evaluate the process of drawing up and the integrity of the financial and non-financial information and the control and management systems over the financial and non-financial risks relating to the Company and, as the case may be, the group - including operational, technological, legal, social, environmental, political and reputational or corruption-related risks - reviewing compliance with regulatory requisites, adequate definition of the consolidation perimeter and correct application of accounting policies.
b) Ensure the independence of the unit that undertakes the internal audit function; propose the selection, appointment and removal of the person responsible for the internal audit service; propose the budget for the service; approve or propose approval by the board of the approach and the annual internal audit work plan, ensuring that its activity is focused mainly on the relevant risks of the company (including reputational risks); receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c) Establish and supervise a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report any irregularities of potential relevance, including financial and accounting or any other kind of irregularities that they observe in the Company or the group. This mechanism should guarantee confidentiality and, in any case, provide for cases in which communications may be made anonymously, respecting the rights of the reporter and the reported person.
d) Ensure in general that the policies and systems established in relation to internal control are applied effectively in practice.
1. In relation to the external auditor:
2. a) Investigate the circumstances giving rise to the resignation of the external auditor, should this come about.
3. b) Ensure that the remuneration of the external auditor does not compromise its quality or independence.
4. c) Ensure that the company notifies any change of external auditor through the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasonsfor the same.
5. d) Ensure that the external auditor has a yearly meeting with the board in full to inform it of the work undertaken and developmentsin the company'srisk and accounting positions.
6. e) Ensure that the company and the external auditor adhere to current regulations on the provision of non-auditservices, limits on the concentration of the auditor's business and, in general, other regulations on auditor independence.

Complies [ ] Complies partially [ X ] Explain [ ]

In 2022, the transition of the whistleblowing channel to a mechanism that guarantees the confidentiality of communications is planned.

The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of anothersenior manager.

Complies [ X ]	Complies partially [ ]	Explain [ ]
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The audit committee should be informed of any structural and corporate modification operations the company is planning, so the committee can analyse and report to the board beforehand on their economic conditions and accounting impact, especially, when applicable, on the proposed swap ratio.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

1. The risk management and control policy should identify or determine at least:
2. a) The differenttypesoffinancial and non-financialrisksthe company is exposed to (includingoperational,technological, legal,social, environmental, political and reputational risks, including risks related to corruption), with the inclusion under financial or economic risks of contingent liabilities and other off- balance-sheet risks.
3. b) A risk management and control model based on different levels, a part of which will include a committee specialized in risks when sectorial regulations so establish, or the company considers appropriate.
4. c) The risk level the company sees as acceptable.
5. d) The measures devised to mitigate the impact of the risks identified, should they materialize.
6. e) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance-sheet risks.

Complies [ X ] Complies partially [ ] Explain [ ]

1. Companies should establish an internal risk control and management function to be exercised by one of the company's internal department or units, under the direct supervision of the audit committee or some other dedicated board committee. This function should be expressly charged with the following responsibilities:
2. a) Ensure that risk control and management systems are functioning correctly and, specifically, that all the significant risks the company is exposed to are adequately identified, managed and quantified.
3. b) Participate actively in the preparation of risk strategies and in key decisions about their management.
4. c) Ensure that risk control and management systems are mitigating risks adequately in the context of the policy defined by the board of directors.

Complies [ X ] Complies partially [ ] Explain [ ]

Members of the appointments and remuneration committee - or of the appointments committee and the remuneration committee, if they are separate - should be appointed ensuring that they have adequate knowledge, skills and experience for the functionsthey are called on to discharge. The majority of their membersshould be independent directors.

Complies [ ] Complies partially [ X ] Explain [ ]

The members of the Appointments and Remuneration Committee have been appointed taking into account their knowledge, skills and experience as well as the mission of the Committee. As far as the composition of the Committee is concerned, it is made up of five non-executive directors, three of which are independent, while the other two are proprietary directors. The Chairman of the Committee is an independent director. The reason why the Company does not comply with this part of the recommendation concerning composition is because clause 8.3.6 of the Shareholders' Agreement formalized between Rhône Capital and the founding families of Fluidra on 3rd November 2017, on the occasion of the merger between Fluidra and Zodiac, establishes that the Appointments and Remuneration Committee is to be made up of four (4) members, of whom two (2) will be independent directors (one of them the Chairman), one will be designated "at the proposal of the Current Shareholders" (i.e. the four founding families of the Company) and one will be designated "at the proposal of the Shareholder of Zodiac Holdco" (i.e. the Rhône Capital fund). This Shareholders' Agreement is published on the Company's website www.fluidra.com, under "Shareholders and Investors" "Corporate Governance", "Shareholders' Agreements", and on the website of the CNMV and in the Mercantile Registry of Barcelona.

Indeed, given the shareholder concentration of Fluidra, as explained in section A.7 of the Annual Corporate Governance Report for 2019, the Company understands that it was necessary that the two blocks represented in the existing Shareholders' Agreement between Rhône Capital and the founding families of Fluidra each had a representative on a body such as the Appointments and Remuneration Committee, which was considered of great importance for the operation of the Company. This Committee was consequently composed of two proprietary directors and two independent directors, the Chairman being one of the independent directors, who co-ordinates and personally manages the work of this Committee.

Large cap companies should have separate appointments and remuneration committees.

Complies [ ] Explain [ X ] Not applicable [ ]

Fluidra has not considered it necessary for the time being to separate its current Appointments and Remuneration Committee into two committees, as it understands that the functions relating to appointments and those relating to remuneration can be discharged objectively and independently by the same committee. As a matter of fact, Fluidra considers that is not efficient to separate the competencies in two committees and that the existence of only one committee does not limit or compromise the exercise of the faculties granted by law to the Appointments and Remuneration Committee.

The appointments committee should consult with the company's chairman and chief executive, especially on matters relating to executive directors.

When there are vacancies on the board, any director should be able to approach the appointments committee to propose candidatesthat it might considersuitable.

Complies [ X ] Complies partially [ ] Explain [ ]

The remuneration committee should operate independently and have the following functionsin addition to those assigned by law:

a) Propose to the board the standard conditionsfor senior management contracts.

b) Monitor compliance with the remuneration policy set by the company.

c) Periodically review the remuneration policy for directors and senior managers, including share-based remuneration systems and their application, and ensure that their individual remuneration is proportionate to the amounts paid to other directors and senior managersin the company.

d) Ensure that conflicts of interest do not undermine the independence of any external advice provided to the committee.

e) Verify the information on director and senior manager remuneration contained in corporate documents, including the annual report on directors' remuneration.

Complies [ X ] Complies partially [ ] Explain [ ]

The remuneration committee should consult with the company's chairman and chief executive, especially on mattersrelating to executive directors and senior managers.

Complies [ X ] Complies partially [ ] Explain [ ]

1. The rules on the composition and operation of the supervisory and control committees should be set out in the board of directors' regulations and should be consistent with the rules applicable to legally mandatory committees in accordance with the above recommendations, including the following rules:
2. a) Committeesshould be formed exclusively by non-executive directors, with a majority of independent directors.
3. b) They should be chaired by independent directors.
4. c) The board should appointthe members ofsuch committees with regard to the knowledge,skills and experience ofthe directors and each committee'sterms of reference; discuss their proposals and reports; and report back on their activities and work at the first full board meeting following each committee meeting.
5. d) The committees may engage external advice, when they feel it necessary for the discharge of their functions.
6. e) Minutes of their meetingsshould be drawn up and made available to all board members.

Complies [ ] Complies partially [ ] Explain [ ] Not applicable [ X ]

The task of supervising compliance with the Company's policies and rules on environmental, social and corporate governance matters, as well as internal codes of conduct, should be assigned to one board committee or split between several committees of the board of directors, which could be the audit committee, the appointments committee, a committee specializing in sustainability or corporate social responsibility or a dedicated committee established ad hoc by the board under its powers of self-organization. This committee should be made up exclusively of non-executive directors, the majority of which should be independent, and should be specifically charged with the minimum functions indicated in the following recommendation.

Complies [ X ] Complies partially [ ] Explain [ ]

The minimum functions referred to in the preceding recommendation are as follows:

a) Oversee compliance with the company's corporate governance rules and internal codes of conduct, also ensuring that the corporate culture is aligned with its mission and values.

b) Oversee application of the general policy relating to the communication of economic and financial, non-financial and corporate information and communication with shareholders and investors, proxy advisors and other stakeholders. The way in which the company communicates with and relates to its small and medium-sized shareholders will also be monitored.

c) Periodically evaluate and review the company's corporate governance system and its environmental and social policy, to confirm that it is fulfilling its mission to promote the corporate interest and catering, as appropriate, to the legitimate interests of the other stakeholders.

d) Review the company's social and environmental practices to ensure that they conform to the established strategy and policies.

e) Oversee and evaluate processesin relation to the differentstakeholders.

Complies [ X ] Complies partially [ ] Explain [ ]

1. The environmental and social sustainability policies should identify and include at least:
2. a) The principles, commitments, goals and strategy in relation to shareholders, employees, customers, suppliers, social matters, environment, diversity, fiscal responsibility, respect for human rights and the prevention of corruption and other illegal conduct.
3. b) The methods or systems to monitor compliance with the policies, the associated risks and their management.
4. c) The mechanismsfor supervising non-financial risk, including the risk related to ethics and business conduct.
5. d) Channelsfor stakeholder communication, participation and dialogue.

e) Responsible communication practicesthat prevent the manipulation of information and protect honour and integrity.

Complies [ X ] Complies partially [ ] Explain [ ]

Directors' remuneration should be sufficient to attract and retain individuals with the desired profile and compensate the dedication, qualifications and responsibility that the post demands, but not so high as to compromise the independent judgement of non- executive directors.

Complies [ X ] Explain [ ]

Variable remuneration linked to the company's performance and the director's personal performance, and remuneration in the form of awarding shares, options or rights on shares or instruments linked to the share price and long-term savings schemes such as pension plans, retirementsystems or other benefits should be confined to executive directors.

Share-based remuneration of non-executive directors may be considered when it is subject to the condition that the shares must be kept until the end of their term of office. This condition, however, will not apply to any shares that the director must dispose of to defray costs related to their acquisition.

Complies [ X ] Complies partially [ ] Explain [ ]

In the case of variable remuneration, remuneration policies should include limits and technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, or other similar circumstances.

In particular, variable remuneration componentsshould meet the following conditions:

a) They should be subject to predetermined and measurable performance criteria that take into account the risk assumed to obtain a given outcome.
b) They should promote the sustainability of the company and include non-financial criteria that are relevant for the creation of value in the long term, such as compliance with the company'sinternal rules and procedures and its risk management and control policies.
c) They should be focused on achieving a balance between the delivery of short, medium and long-term objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on one-off, occasional or extraordinary events.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

Payment of variable remuneration components should be subject to sufficient checks that predetermined performance or other conditions have effectively been met. Companies will include in the annual directors' remuneration report the criteria in terms of time required and methods to conduct such a check in line with the nature and characteristics of each variable component.

Additionally, companies should consider establishing a reduction clause ("malus") based on the deferral for a sufficient length of time of payment of part of the variable components that will lead to total or partial loss of such components in the event that prior to the time of payment any event occurs that renders this advisable.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

Remuneration linked to company earningsshould bear in mind any qualificationsstated in the external auditor'sreport that reduce the amount of such earnings.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

A major part of executive directors' variable remuneration should be linked to the award of shares or financial instruments the value of which is linked to the share price.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

Once shares, options or financial instruments have been awarded as part of share-based remuneration, executive directors should not be allowed to transfer ownership or exercise them until a term of at least three years has elapsed.

This does not include cases in which a director has, at the time of transfer or exercise, a net economic exposure to the variation in the price of the shares for a market value equal to at least twice his or her annual fixed remuneration by holding shares, options or other financial instruments.

The above condition will not apply to any shares that the director must dispose of to defray costs related to their acquisition, or, following a favourable opinion by the appointments and remuneration committee, to deal with any supervening extraordinary situations that so require.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

Contractual arrangements should include a clause that allows the company to reclaim variable components of remuneration when payment was not in line with the director's actual performance or was based on data subsequently found to be inaccurate.

Complies [ X ] Complies partially [ ] Explain [ ] Not applicable [ ]

Severance paymentsshould not exceed an amount equivalentto two years ofthe director'stotal annualremuneration and should not be paid until the company confirmsthat the director has met the predetermined criteria or conditions.

For the purposes of this recommendation, severance payment will be deemed to include any payments the accrual of which or obligation to pay arises as a result of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long-term savings plans and any amounts paid by virtue of postcontractual non-compete clauses.

Complies [ ] Complies partially [ X ] Explain [ ] Not applicable [ ]

The co-CEO's contract complies with this recommendation.

In relation to the Executive Chairman, his contract establishes compensation in cases of termination of the contract by Fluidra's decision or the Executive Chairman's own decision for the causes detailed in section C.1.39, for an amount equivalent to two years of his remuneration, based on the gross annual salary received in the year the termination of the contract takes place and the variable gross annual salary for the preceding year. This compensation includes the amount of the severance pay which the Executive Chairman is entitled to receive for the termination of his previous employment relationship of sixteen years and seven months, which was suspended when he was appointed to the Board. Additionally, his contract includes a postcontractual non-compete clause for a term of two years, with an economic compensation of two years of his fixed gross annual remuneration at the time of termination of his contract. If, as a result of the termination of his contract, the Executive Chairman were to receive, in addition to the noncompetition compensation, the severance compensation for termination of his contract, the sum of the two amounts would exceed two years' salary. However, the Company understands that the amount of the compensation for termination of the contract (which was already reduced in 2015, from three to two years' annual salary, as a result of the introduction of this recommendation that year) should not be reduced, as it includes the termination of his prior employment relationship of sixteen years and seven months, which was suspended when he was appointed as a director.

H. OTHER INFORMATION OF INTEREST

1. If there are any significant aspectsregarding corporate governance in the company or entities of the group that have not been included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the corporate governance structure and practicesin the entity or its group, briefly describe them.
1. In this section, you may also include any other information, clarification, or comment relating to the prior sections of this report to the extent they are relevant and not repetitive.

Specifically, state whether the company is subject to laws other than Spanish laws regarding corporate governance and, if applicable, include such information as the company is required to provide that is different from the information required in this report.

1. The company may also state whether it has voluntarily adhered to other international, industrial, or other codes of ethical principles or good practice. If so, identify the code in question and the date of adherence thereto. In particular, mention whether the company has signed up to the Code of Good Tax Practice, of 20th July 2010:
*Section A.2.

On 26th January 2022, T. Rowe Price International, a portfolio investment company that manages investments on behalf of different clients that operate in different sectors (wholly controlled by T. Rowe Price Associates, Inc., which is in turn controlled 100% by T. Rowe Price Group, Inc.), exceeded the threshold of 3% of the Company's capital, specifically reaching a holding of 3.07%.

On 2nd February 2022, THREADNEEDLE ASSET MANAGEMENT COMPANY, a portfolio investment company, informed the CNMV that it had reduced its shareholding in the Company below the threshold of 3%, and specifically now held a stake of 2.99%.

On 9th March 2022, BLACKROCK INC. informed the CNMV that it had reduced its shareholding in the Company below the threshold of 3%, and specifically now held a stake of 2.992%.

*Section C.1.11

Mr Eloi Planes Corts is a member of the Board of Trustees of the Empresa y Clima Private Foundation. Mr Jose Manuel Vargas Lopez is Senior Advisor of Rhône Capital LLC. Mr Brian McDonald is a Trustee of the US Naval Academy Athletics and Scholarship Foundation.

This annual corporate governance report was approved by the Board of Directors of the company at its meeting held on:

30/03/2022

State whether any directors voted against or abstained in relation to the approval of this Report.

[ ] Yes [ √ ] No

Auditor´s report on the "Information Related to the System of Internal Control Over Financial Reporting (ICFR)" of Fluidra, S.A. for the year 2021

Ernst & Young, S.L. Edificio Sarrià Forum Avda. Sarrià, 102–106 08017 Barcelona España

Tel: 933 663 700 Fax: 934 053 784 ey.com

AUDITOR´S REPORT ON THE "INFORMATION RELATED TO THE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)"

Translation of a report and information originally issued in Spanish. In the event of discrepancy, the Spanishlanguage version prevails

To the Board of Directors of Fluidra, S.A.:

In accordance with the request from the Board of Directors of Fluidra, S.A. (hereinafter the Entity) and our engagement letter dated January 31, 2022, we have performed certain procedures on the "ICFR related information" of Fluidra, S.A. for 2021, which summarizes the internal control procedures of the Entity in relation to the annual financial information.

The Directors are responsible for adopting the appropriate measures in order to reasonably guarantee the implementation, maintenance and supervision of an adequate internal control system as well as developing improvements to that system and preparing and establishing the content of the accompanying ICFR related information attached.

It should be noted that irrespective of the quality of the design and operability of the internal control system adopted by the Entity in relation to its annual financial information, it can only provide reasonable, rather than absolute assurance with respect to the objectives pursued, due to the inherent limitations to any internal control system.

In the course of our audit work on the financial statements and pursuant to the Technical Auditing Standards, the sole purpose of our assessment of the entity´s internal control was to enable us to establish the nature, timing and extent of the audit procedures to be applied to the Entity´s financial statements. Therefore, our assessment of the internal control performed for the purposes of the audit of the financial statements was not sufficiently extensive to enable us to express a specific opinion on the effectiveness of the internal control over the regulated annual financial information.

For the purpose of issuing this report, we exclusively performed the specific procedures described below and indicated in the Guidelines on the Auditors' report relating to information on the Internal Control over Financial Reporting of Listed Companies, published by the Spanish National Securities Market Commission (CNMV) on its website, which establishes the work to be performed, the minimum scope thereof and the content of this report. Given that the scope of these procedures was limited and substantially less than that of an audit or a review of the internal control system, we do not express an opinion on the effectiveness thereof, or its design or operating effectiveness, in relation to Entity's annual financial information for 2021 described in the ICFR related information attached. Consequently, had we performed additional procedures to those established by the Guidelines mentioned above or had we carried out an audit or a review of the internal control over the regulated annual financial reporting information, other matters might have come to our attention that would have been reported to you.

Likewise, since this special engagement does not constitute an audit of the financial statements in accordance with prevailing audit regulations in Spain, we do not express an audit opinion in the terms provided for therein.

The procedures performed were as follows:

1. Read and understand the information prepared by the Entity in relation to the ICFR which is provided in the Annual Corporate Governance Report disclosure information included in the Directors' Report- and assess whether such information addresses all the required information which will follow the minimum content detailed in section F, relating to the description of the ICFR, as per the model established by CNMV Circular nº 5/2013 dated June 12, 2013 and subsequent amendments, the most recent one being CNMV Circular 3/2021 of September 28, 2021 (hereinafter, the CNMV Circulars).
1. Make enquiries of personnel in charge of preparing the information described in point 1 above in order to: (i) Obtain an understanding of the process followed in its preparation; (ii) Obtain information which will allow us to assess whether the terminology used is adapted to the definitions provided in the reference framework; (iii) Obtain information on whether the control procedures described are implemented and in use by the Entity.
1. Review the explanatory documentation supporting the information described in point 1 above, which should basically include that which is provided directly to those responsible for preparing the ICFR descriptive information. In this respect, the aforementioned documentation includes related reports prepared by the Internal Audit Department, senior management, and other internal and external experts providing support to the Audit and Compliance Committee.
1. Compare the information described in point 1 above with our knowledge of Entity's ICFR obtained as a result of performing the external audit procedures within the framework of the audit of the financial statements.
1. Read the minutes of the meetings held by the Board of Directors, Audit and Compliance Committee and other Entity committees in order to assess the consistency between the ICFR issues addressed therein and the information provided in point 1 above.
1. Obtain the representation letter related to the work performed, duly signed by the personnel in charge of preparing the information discussed in point 1 above.

As a result of the procedures performed, no inconsistencies or issues were observed that might have an impact on ICFR related information.

This report was prepared exclusively within the framework of the requirements stipulated in article 540 of the Consolidated text of the Corporate Enterprises Act and CNMV Circulars on ICFR description in Annual Corporate Governance Reports.

ERNST & YOUNG, S.L.

(Signature on the original in Spanish)

_____________ Daniel Artigas

March 31, 2022

ISSUER IDENTIFICATION

Year end date:	31/12/2021

Tax	A-17728593
ID:

Company Name:

FLUIDRA, S.A.

Registered address:

AVENIDA FRANCESC MACIA, 60 PLANTA 20 (SABADELL) BARCELONA

A. REMUNERATION POLICY OF THE COMPANY FOR THE CURRENT FISCAL YEAR

A.1.1 Explain the current director remuneration policy applicable to the year in progress. To the extent that it is relevant, certain information may be included in relation to the remuneration policy approved by the General Shareholders' Meeting, provided that these references are clear, specific and concrete.

The specific determinations for the year in progress should be described, both the remuneration of directors in their status as such and as a result of their executive functions carried out for the Board pursuant to the contracts signed with executive directors and to the remuneration policy approved by the General Shareholders' Meeting.

In any event, the following aspects should be reported:

a) Description of the procedures and bodies at the company involved in the determination and approval of the remuneration policy and its terms and conditions
b) Indicate and, where applicable, explain whether comparable companies have been taken into account in order to establish the company's remuneration policy.
c) Information on whether any external advisors took part in this process and, if so, their identity
d) Procedures included in the current remuneration policy for directors for making temporary exceptions to the policy, the conditions under which such exceptions can be made and the components that may be subject to exception under the policy.

A) A new remuneration policy was approved in 2021 since the previous policy approved

by the Board in 2018 was expiring. This policy was drafted at a time when there were still doubts about how the pandemic might affect the 2021 results. However, now that the 2021 fiscal year has ended and given the Group's size, a new Remuneration Policy is being submitted to the shareholders at the General Meeting for their approval, which will be valid from the approval date through December 31, 2024. The proposed Remuneration Policy is consistent with the existing policy in terms of the principles, structure and content of the remuneration package.

The same principles and foundations as the previous policy are maintained, namely that remuneration should be reasonably proportionate to the Company's importance, its economic situation and the market standards of comparable companies. It should be geared towards promoting the creation of sustainable longterm value, linking directors' remuneration to business performance and shareholders' interests and incorporating the necessary safeguards to avoid excessive risk-taking and the rewarding of unfavourable results.

However, some adjustments have been made to strengthen the alignment of the policy with all stakeholders, with the Group's strategy, and with the practices of comparable sectors and companies, considering Fluidra's new size and position in the market following the growth experienced since the merger, particularly in 2021; the acquisitions, especially in 2021; and its inclusion on the Ibex-35 index. Changes have also been made to adapt the Policy to the amendments of the consolidated text of the Capital Companies Act approved in 2021. To that end, we have analyzed the information received from institutional investors and proxy advisers and the provisions of the Code of Good Corporate Governance regarding directors' remuneration.

The changes are described below.

The key quantitative changes to the Remuneration Policy are as follows:

i) the maximum annual remuneration directors may receive for acting as such is increased from €1,600,000 to €2,000,000 as of June 1, 2022;

ii) the fixed remuneration of executive directors is increased (for the CEO, from €531,000 in 2021 to €600,000 in 2022; and for the Executive President, from €390,000 to €500,000.

iii) increase in the maximum ratio of the executive directors' annual bonus to the fixed remuneration from 100% to 150%; and

iv) long-term incentive, "2022-2026 Plan", for Fluidra's key directors and senior management.

The aim behind the Remuneration Policy is to ensure that directors' remuneration is in reasonable proportion to the importance of the Company, its economic position and market standards among comparable companies. The aim of the remuneration system established is to promote the sustainable creation of value over the long term, linking the remuneration of directors to the return received by, and interests of, the shareholders, including the necessary safeguards to avoid excessive risk-taking and the rewarding of poor results.

Additionally, Fluidra takes into account the economic environment, the Company's results, the strategy of the Fluidra group, best market practices and Corporate Governance recommendations in relation to remuneration.

D.1 Continued

A.1.2 Relative importance of variable remuneration items vis-à-vis fixed remuneration (remuneration mix) and the criteria and objectives taken into consideration in their determination and to guarantee a suitable balance between

the fixed and variable components of the remuneration In particular, indicate actions taken by the company in relation to the remuneration plan to reduce exposure to excessive risk and adjust it to the company's long-term objectives, values and interests, including, where applicable, a reference to the measures which are planned to guarantee that the remuneration policy is consistent with the company's long-term results, the measures adopted in relation to personnel whose professional performance has material repercussions on the company's risk profile and the measures planned to avoid conflicts of interests, if any.

Furthermore, state whether the company has established any period for the accrual or consolidation of certain variable remuneration items, in cash, shares or other financial instruments, any deferral period in the payment of amounts or the handover of accrued and consolidated financial instruments, or if any clause exists reducing the deferred remuneration or that obliges the director to return remuneration received, when such remuneration has been based on certain figures that have clearly been shown to be inaccurate has been agreed.

According to the Remuneration Policy, only the Executive Directors receive short- or long-term variable remuneration. This is in compliance with CNMV recommendation no. 57, according to which variable remuneration linked to the company's performance and personal performance, and that consisting of the award of shares, options or rights over shares or instruments linked to share value, must be confined to Executive Directors.

The remuneration system of Executive Directors reflects a balanced and efficient relationship between fixed components and variable annual or multi-year components. Variable remuneration is set with a medium- and long-term view, which provides an incentive for performance in strategic terms in addition to the achievement of short-term results, considering the current situation and the Company's outlook and objectives with regard to sustainable growth, without the variable remuneration threatening the Company's ability to maintain its solvency

and financial situation. The Remuneration Policy seeks to promote and favor the achievement of the Company's strategic objectives by incorporating longterm incentives, reinforcing continuity in the Company's competitive development, fostering motivation, loyalty and retention, whilst keeping remuneration in line with best practices.

1. Annual variable remuneration ("AVR")

According to the new Remuneration Policy, the AVR, weighted according to the attainment scale, may not exceed 150% of the fixed remuneration for executive functions once the level of attainment of objectives is applied. The attainment scale for economic objectives ranges from 40% of the incentive to a maximum of 180% of the RVA target% if the maximum values for each indicator are achieved or exceeded.

The setting of the percentage represented by RVA in relation to fixed remuneration for executive functions, the indicators, and the evaluation of performance shall be determined annually by the board of directors, upon a proposal by the ACC, which shall subsequently determine the levels of achievement. In order to receive the full amount of the annual bonus, the Executive Director must still be

associated with Fluidra on December 31 of the year in which the bonus is to be paid. In the event of termination of their relationship with Fluidra prior that date, they shall receive the proportional part of the variable remuneration to which they would have been entitled in the event of continuing through to December 31 which corresponds to the part of the year for which they have remained with Fluidra.

2. Long-term variable remuneration

The Executive Directors may participate in long-term incentive plans based on Fluidra equity instruments, or linked to the value of such instruments, established by the Company for its executive personnel ("LTI").

The LTI will entitle its beneficiaries to receive, once a certain period of time has elapsed, an amount in shares or other instruments, or options over the same, or cash, subject to fulfillment of the conditions and strategic objectives established in the LTI. Those plans shall be of a recurring nature, their specific conditions being set by the Board of Directors upon a proposal by the ACC. They must be in alignment and compatible with the principles of the Remuneration Policy and be approved by the Fluidra Shareholders' Meeting insofar as may be required.

LTI currently in place at Fluidra:

• The 2018-2022 Plan, approved by the Shareholders' Meeting in 2018, and the main characteristics of which are detailed in a subsection of this Report, has been structured through a certain number of units that serve as a reference for determining the final number of shares in the Company to be delivered to the Plan beneficiaries.

• The 2022-2026 Plan will be submitted by the Board of Directors to the General Shareholders' Meeting for its approval at the same time as this Report on the recommendation of the ACC.

The remuneration mix is as follows, depending on the level of attainment attached to the bonus:

Variable annual bonus (% of fixed remuneration): Executive President: minimum: 0%, target: 100%; maximum 185%; CEO: minimum: 0%, target: 150%, maximum: 277.5%

Long-term incentive (% of fixed remuneration):

Executive President: minimum: 0%, target: 150%; maximum 258%;

CEO: minimum: 0%, target: 150%, maximum: 258%

Does not include in kind remuneration or contributions to pension plans, since the amount is negligible. The amounts reflect the average annualized percentage of the 2022-2026 LTI based on the FR on the approval date.

The principles regulating the Company's Director Remuneration Policy take into account the shareholders' interests and prudent risk management. The remuneration system therefore seeks to promote the Company's long-term profitability and sustainability and includes the necessary safeguards to prevent excessive risk-taking and the rewarding of poor results.

The measures that the Company has established for determining an appropriate risk management and promoting sustainability of results are: AVR:

* There is no entitlement to receive a guaranteed variable annual remuneration.

-The AVR has fixed a maximum amount that may not exceed 150% of the Executive Director's fixed remuneration weighted by the level of attainment scale (with a maximum of 277.5% of the fixed remuneration in the event of overachievement of objectives).

-The parameters of the AVR are defined annually, the objectives being set by the Board upon a proposal by the ACC, having regard to the variables which have been identified within the Company's risk map.

Defined scales of achievement for each objective based on the Company's results are included. Any variation in the Company's results will affect the degree of achievement of the objectives and directly affect the amount of the AVR to which - where appropriate - the Executive Directors may be entitled.
The AVR accrues annually and is paid annually in arrears, within the first quarter of the calendar year following the year of accrual, once the fulfilment of the associated objectives is verified.

LTI:

There is no guaranteed right to receive the long-term incentive.

Long-term remuneration is linked to specific financial metrics, including defined scales of achievement for each objective based on the Company's results. - Pursuant to the Remuneration Policy, the incentive to be settled shall take into account any qualifications in the external auditor's report that reduce the Company's earnings.

The payment of the long-term incentive must be deferred for the minimum period of time necessary to verify that the pre-established conditions to which it is linked have indeed been met ("malus" clause).
The long-term remuneration system for Executive Directors imposes on them the obligation to maintain the ownership of a certain number of any shares they may receive under long-term incentive plans.
The long-term remuneration corresponding to the Executive Directors is subject to a clawback clause, which enables the Company to demand reimbursement of the remuneration if it becomes evident that the payment was made based wholly or in part on information which has subsequently been proven to be false or seriously inaccurate.

Pursuant to the Board Regulations, the directors are under the following obligations

Not to directly or indirectly perform professional or commercial transactions with the Company unless authorized by the Company in the terms envisaged in the law, the Bylaws and the Board Regulations.

To communicate the existence of conflicts of interest to the Board of Directors.

To refrain from participating in debates and votes on resolutions with respect to which they, or persons related to them, have a direct or indirect conflict of interest, unless they are authorized to do so by the applicable legislation. This shall not apply to resolutions or decisions affecting the director in his/her capacity as such, such as designation or removal from his/her office on the managing body or similar.

To adopt the necessary measures to avoid situations in which their interests, for their own account or for the account of others, may be in conflict with the corporate interest and with their duties to the Company.

A.1.3 Amount and nature of fixed components that are due to be accrued during the year by directors in their status as such.

The maximum annual remuneration Directors may earn for the supervisory and collegiate decision-making functions inherent to their status as such to be submitted to the General Shareholders' Meeting for approval together withthis Annual remuneration Report is €2,000,000. The aforementioned amount is, in any case, a maximum limit, and it falls to the Board to propose how that amount will be distributed amongst the different components and the directors, in the form, at the time and in the proportions freely determined by the Board in light of the functions and responsibilities attributed to each one, their membership of and positions held on the Board Committees, and any other objective circumstances which may be deemed relevant. Of that amount, the breakdown of fixed remuneration by position and responsibilities of the members of the Board which is expected to accrue during fiscal year 2022, from June 1, proportionally, is as follows (the remuneration up to the time will be the same as in 2021):

• 90,000 euros per annum for each member of the Board of Directors.

• For the responsibility and dedication required of members of the various Committees and that involved in the Presidency and coordination of the Board:

An additional 20,000 euros per annum for each member of the ACC, except for the Committee chairman, who will receive an additional 40,000 euros. An additional 20,000 euros per annum for each member of the Audit Committee, except for the Committee chairman, who will receive an additional 40,000 euros.

An additional 12,000 euros per annum for each member of the Delegated Committee. An additional 50,000 euros per annum for the President of the Board of Directors. An additional 25,000 euros per annum for the coordinator of the Board of Directors

However, the Executive Directors who are members of the different Committees shall not receive any additional amount for their membership thereof. Allowances for attendance at Board or Committee meetings are 8,000 per annum. The amount received by those Directors who reside outside of Europe, however, is 20,000 euros per annum.

Finally, Directors will be reimbursed for duly justified expenses incurred in the course of rendering their services to the Company.

A.1.4 Amount and nature of fixed components that are due to be accrued during the year for the performance of senior management functions of executive directors.

The fixed cash compensation to be paid to executive directors in 2022 is as follows:

• Eloi Planes: 500,000 euros

• Bruce Brooks: 600,000 euros

In addition, Mr. Bruce Brooks shall receive tax and legal advice in relation to his expatriation. Part of Mr. Bruce Brooks' remuneration is paid by another company of the Fluidra Group.

A.1.5 Amount and nature of any component of in kind remuneration that will accrue during the year, including, but not limited to, insurance premiums paid in favor of the director.

Until the new Remuneration Policy takes effect, the in kind remuneration of executive directors for their senior management functions is as detailed in the 2020 Remuneration Report.

Once the new Remuneration Policy takes effect, the Executive Directors will receive the following in kind remuneration:

• In accordance with the Fluidra policy for executive personnel, the Company makes available to its Executive Directors a vehicle at an estimated cost for 2022 of 9,000 euros for Eloi Planes and Bruce Brooks

• The Company assumes the cost of a life insurance policy covering the Executive Directors against the contingencies of death and disability. As of the date of this Report, the estimated annual premium for 2022 is 15,000 euros in the case of Mr. Eloi Planes and 12,000 euros in the case of Bruce Brooks.

• Fluidra assumes the cost of a family medical insurance policy, for which the annual premium for 2022 is approximately 5,720 euros in the case of Mr. Eloy Planes and 16,000 euros in the case of Mr. Bruce Brooks.

• Duly justified "relocation and travel" expenses of Bruce Brooks up to a maximum annual amount of €65,000.

Part of Mr. Bruce Brooks' remuneration is paid by another company of the Fluidra Group.

A.1.6 Amount and nature of variable components, differentiating between those established in the short and long term. Amount and nature of variable components, differentiating between those stablished in the short and long term. Financial and non-financial parameters, including social, environmental and climate change parameters selected to determine variable remuneration in the year in progress, explaining the extent to which these parameters are related to performance, both of the director and the company, together with their risk profile, and the methodology, timetable and techniques established to determine the degree of compliance with the parameters used in the design of the variable remuneration, explaining the applicable criteria and factors in terms of the time required and the methods used to effectively verify compliance, with the performance conditions or any others to which the accrual is tied and the consolidation of each component of variable remuneration.

State the range, in monetary terms, of the different variable components according to the degree of compliance with the objectives and parameters established, and whether any maximum monetary amounts exist in absolute terms.

The variable remuneration system for the Executive Directors for 2022 includes two components: annual variable remuneration and long-term variable remuneration.

(i) AVR:

In accordance with the terms of their respective contracts, the Executive Directors receive AVR linked to the achievement of economic and management objectives related to the budget set by the Board of Directors for each year. The objective criteria to be used to calculate the AVR for 2022 are as follows:

• For 2022, the Executive President's AVR, prior to weighting according to the attainment scale, is 100% of the fixed remuneration for his executive functions. The achievement scale ranges from a payment of 40% of the variable amount, in the event of achieving the minimum levels established for each indicator (0% if the minimum levels are not achieved), up to maximum payment of 185%, in the event of achieving or exceeding the maximum levels established for each indicator.

• For 2022, the CEO's AVR, once weighted according to the attainment scale, is 150% of the fixed remuneration for his executive functions. The achievement scale ranges from a payment of 40% of the variable amount, in the event of achieving the minimum levels established for each indicator (0% if the minimum levels are not achieved), up to maximum payment of 185%, in the event of achieving or exceeding the maximum levels established for each indicator.

The indicators for 2022:

(i) 85%, economic objectives: Free Cash-Flow (25%), PF cash EPS (25%), EBITDA (25%) and total sales growth (10%) and (ii) 15% management objectives: within the management objectives, 4% are linked to compliance with the company's ESG ("Environment, Social and Governance") objectives.

The achievement scale for the economic objectives in 2022 is as follows:

Free cash flow: 80% of the objective for entitlement to payment of 40% of the AVR linked to this objective, and 120% for entitlement to 200%. Proforma Cash Earning Per Share: 70% of the objective for entitlement to payment of 40% of the AVR linked to this objective, and 130% for entitlement to 200%. Ebitda: 80% of the objective for entitlement to payment of 40% of the AVR linked to this objective, and 120% for entitlement to 200%. Total growth in sales: 50% of the objective for entitlement to payment of 40% of the AVR linked to this objective, and 150% for entitlement to 200%. If the management objectives are achieved, the payout would be 100% of the target AVR linked to these objectives; otherwise it would be 0%.

At the end of the fiscal year, upon receipt of the appropriate supporting documentation, the Board of Directors, on the recommendations of the ACR, will assess the degree of compliance with the objectives set at the beginning of the fiscal year and approve the amount of the AVR to be received by each executive director based on the degree of compliance achieved. Once the amount of the incentive is approved, it will be paid in cash after Fluidra's annual accounts have been drafted, taking into account, where applicable, any provisos in the external auditor's report.

(iii) LTI:

Executive Directors are beneficiaries of the following long-term incentive plans in 2022:

a) 2018-2022 Plan, aimed at key executives and executive directors of the Fluidra group approved at the General Meeting held on June 27, 2018. b) The 2022-2026 Plan for key executives and executive directors of the Fluidra Group which the Board of Directors, on the recommendation of the ACC, has submitted to the General Shareholders' Meeting for its approval along with this Report.

The Plans aim to encourage, motivate and retain Fluidra's management team, linking part of their remuneration to the company's stock value in order to align the interests of the beneficiaries with those of shareholders by offering them competitive remuneration that is in line with market remuneration practices and the Fluidra group's new organization and strategy.

The basic conditions of the the 2018-2022 Plan are as follows:

Under the 2018-2022 Plan, Beneficiaries can receive a certain number of ordinary Fluidra shares if certain requirements are met. Instrument: The 2018-2022 Plan is implemented through the award of a certain number of PSUs which will then be used as a reference in order to determine the final number of shares in the Company to be delivered to the Beneficiaries, after a certain period of time, as long as certain strategic objectives of Fluidra and the relevant requirements established in the 2018-2022 Plan regulations have been met. The maximum number of Company shares to be delivered under the 20182022 Plan is a total of 5,737,979 shares, representing 2.93 percent of the Company's share capital as at the Merger registration date.

Term The 2018-2022 Plan was launched on January 1, 2018 and ends on December 31, 2022, although the effective settlement of the Plan will occur during the month of January 2023. The measurement period for compliance with the economic objectives to which the Plan is linked is four years, from January 1, 2018 through to December 31, 2021. There is therefore an additional period of one year, through to December 31, 2022, throughout which the Beneficiary is required to remain with the Fluidra group.

Case-by-case allocation. The individual assignment of the number of PSUs to each of the Beneficiaries of the 2018-2022 Plan is decided by the Board Directors based on a proposal by the ACC, except in the case of directors with executive functions, for which the PSUs are assigned by the Shareholders' Meeting, where appropriate.

The assignment of 180,000 PSUs to Mr. Eloi Planes Corts and 291,375 PSUs to Mr. Bruce Brooks was approved at the Shareholders' Meeting held on June 27, 2018. Requirements for receiving the incentive: The requirements to be met for the Beneficiary to to receive the shares under the Plan are as follows:

Insofar as total PSUs awarded, the Beneficiary must continue to serve Fluidra through December 31, 2022, except under special circumstances such as death, permanent disability, retirement and other situations established in the Plan regulations. If the Beneficiary resigns is lawfully dismissed or justifiably terminated, he shall therefore lose entitlement to receive the shares under the 2018-2022 Plan In the case of Executive Directors, all the PSUs awarded are subject to the continued service requirement and to compliance with the financial to which the Plan is linked.

Metrics. The degree of achievement, and thus the number of Fluidra shares to be delivered to the Beneficiaries, will depend on the degree of achievement of the financial objectives to which the 2018-2022 Plan is linked, insofar as relates to the percentage of PSUs awarded which is linked to such achievement.

The specific number of Fluidra shares to be given to each Beneficiary on the settlement date if the conditions established are met, insofar as relates to the PSUs granted which are linked to the fulfilment of the financial objectives, shall be established based on:

(i) the evolution of Fluidra's TSR in absolute terms, and (ii) the evolution of the EBITDA of the Fluidra group.

The weighting percentages for the Executive Directors are 70% for the TSR target and 30% for the Fluidra group EBITDA target. Both the TSR and the EBITDA will be determined over the measurement period for the achievement of economic objectives, which will be the time period between January 1, 2018 and December 31, 2021.

The metrics achievement scale ranges from 25%, in the event of achievement of the minimum levels established for each metric, up to a maximum of 170% in the event of attaining or exceeding the maximum values established for each metric. The maximum number of shares to be delivered to the Executive Directors in the event of attaining or exceeding the maximum values established for each metric will therefore be 306,000 in the case of Mr. Eloy Planes Corts and 495,338 shares in the case of Mr. Bruce Brooks.

Following the conclusion of the measurement period of the metrics linked to the 2018-2022 Plan on December 31, 2021, the Board of Directors, on the recommendation of the ACC, has decided to pay 170% of the incentive for the achievement of the TSR and EBITDA targets since the maximum thresholds established for both metrics were exceeded. The number of shares to be delivered to the Executive Directors in January 2023, as long as they remain with Fluidra through December 31, 2022, is 306,000 in the case of

Mr. Eloy Planes Corts and 495,338 shares in the case of Mr. Bruce Brooks.

Under no circumstances may the shares be delivered to the Beneficiaries, the latter losing any right to receive them, if prior to the delivery date they had been sanctioned for a serious breach of the code of conduct pursuant to the Group's internal regulations. The delivery of the shares in payment of the variable remuneration shall be executed either by Fluidra by a third party in accordance with the coverage systems adopted by the Board of Directors. Similarly, the Company may demand the reimbursement of the shares delivered under the 2018-2022 Plan, or even offset the delivery made against other types of remuneration of any nature to which the Beneficiary is entitled if, during the two years following settlement of the Plan, it becomes evident that such settlement

was based wholly or in part on information which has subsequently been clearly shown to be false or seriously inaccurate. This clause is applicable to the Executive Directors in all cases and to the Beneficiaries who are responsible for such information. From the time that the shares are allocated until a period of three years after their acquisition, the Executive Directors may not transfer the ownership of a number of shares equivalent to twice their fixed annual remuneration. However, the above shall not apply to any shares that an Executive Director needs to dispose of, if necessary, to meet the costs associated with their acquisition, including taxation arising from the delivery of the shares.

The basic conditions of the the 2022-2026 Plan are as follows:

Instrument: The 2022-2026 Plan is implemented through the award of a certain number of units ("PSUs") which will then be used as a reference in order to determine the final number of Shares to be delivered to the Beneficiaries after a certain period of time, as long as certain strategic objectives of the Fluidra Group are fulfilled and the requirements provided for in the Regulations are met.

Term: The 2022-2026 Plan has a term of five (5) years, running from January 1, 2022, with effect from the date of approval of the Plan by the Fluidra Shareholders' Meeting to which this resolution is submitted for approval, (the "Start Date") until December 31, 2026 (the "End Date"), without prejudice to the effective settlement of the last cycle of the Plan, which will take place in June 2027.

The Plan is divided into three (3) independent cycles (the "Cycles") and will have three award dates (the "Award Dates") for the target incentive to be received in the event of achieving 100% of the objectives to which it is linked ("Target Incentive"), each of which will take place in 2022, 2023 and 2024, respectively. Each one of the Cycles will have an objective measurement period of three (3) years (the "Measurement Period"), starting on January 1 of the year in which the Cycle begins (the "Measurement Period Start Date") and ending three (3) years after the Measurement Period Start Date, that is, on December 31 of the year the Measurement Period for the Cycle ends (the "Measurement Period End Date").

Once the Measurement Period for each Cycle has ended, the associated incentive to which each of the Beneficiaries will be entitled will be determined according to the degree of achievement of the objectives established for the Cycle in question ("Degree of Achievement") The incentive corresponding to each Cycle of the Plan will be settled in the month of June of the year after the Measurement Period End Date, following

approval of the financial statements for the year in which the Measurement Period of the Cycle in question ends (the "Settlement Date").

Beneficiaries: The beneficiaries of the 2022-2026 Plan (the "Beneficiaries") will be the members of the management team of Fluidra and of the subsidiaries making up the Fluidra Group, as determined by the Board of Directors of Fluidra, at the proposal of the Appointments and Compensation Committee, who are expressly invited to participate in the Plan via a letter of invitation (the "Letter of Invitation") and who expressly accept such invitation. For these purposes, the Fluidra Shareholders' Meeting designates as Beneficiaries of the 2022-2026 Plan those directors of Fluidra who, during the term of the Plan, are attributed executive functions in the Fluidra Group ("Executive Directors"). At the date of approval of the Plan by the Fluidra Shareholders' Meeting, the Executive Directors are Mr. Eloy Planes, Executive Chairman, and Mr. Bruce Brooks, CEO.

D.1 Continued

A.1.7 Main characteristics of long-term savings systems. Among other information, state the contingencies covered by the system, whether through defined contributions or benefits, the annual contribution that needs to be made to the defined contribution system, the benefits directors are entitled to in the event of defined benefit systems, the conditions under which economic rights are consolidated for directors and their compatibility with any other type of payment or severance pay as a result of the early termination or dismissal of the director, or deriving from the termination of the contractual relation, in the terms provided, between the company and the director.

State if the accrual or consolidation of any of the long-term savings plans is linked to achieving certain objectives or parameters related to the short- or long-term performance of the director.

Fluidra has assumed vis-à-vis Mr. Eloi Planes a defined-contribution pension commitment entailing the setting up of a retirement pension fund through annual contributions made by the Company amounting to 16,000 euros in 2022. He has vested rights.

Mr. Bruce Brooks

Mr. Bruce Brooks is an active participant in the 401 (k) pension plan maintained by Fluidra's US subsidiary. The cost of the plan for the Fluidra group in 2022 was 11,000 euros. If, at any time, Mr. Bruce Brooks is unable to participate in that pension plan, the Company shall finance - or arrange for its US subsidiary to finance - a defined contribution pension fund, making annual contributions of 16,000 euros. Fluidra reserves the right to finance these pension commitments using whatever instrument it considers most suitable pursuant to the currently applicable legislation.

This commitment is compatible with the severance to which Executive Directors are entitled in the event of termination or early removal in the terms envisaged and described in the subsections below.

A.1.8 Any type of payment or severance pay for early termination or dismissal of the director, or deriving from the termination of the contractual relation, in the terms provided, between the company and the director, whether voluntary resignation by the director or dismissal of the director by the company, as well as any type of agreement reached, such as exclusivity,

post-contractual non-competition, permanence or loyalty, which entitle the director to any type of remuneration.

The non-executive directors are not entitled to indemnities for termination of their functions as director.

The contracts of the Executive Directors envisage the following severance payments in the event of termination of the provision of services agreement signed by the Company and the director.

Severance pay for termination of the contract

Following the Good Governance recommendations for listed entities, the severance to which the Executive Directors will be entitled in case of termination of the contract at the instance of Fluidra for any reason, except in case of serious and wilful or negligent non-fulfilment of their duties as Executive Directors of the Company, will be:

• Mr. Eloy Planes: an amount equivalent to twice his annual remuneration, based on his gross annual fixed salary for the year in which his contract is terminated and the gross annual variable salary for the preceding year. This includes the legal indemnity that Mr. Eloy Planes is entitled to receive for the termination of his previous employment relationship of 16 years and 7 months, suspended on the occasion of his appointment as a director.

• Mr. Bruce Books: an amount equal to one year's remuneration, based on his gross annual fixed salary for the year in which his contract is terminated and his target gross annual variable salary.

The Executive Directors shall be entitled to receive this severance pay if they decide to terminate their contracts by their own choice, if such termination is due to any of the following causes:

Serious breach by the Company of any of the contractual obligations related to their position.
Reduction and substantial limitation of their duties or powers.
Substantial modification of their contractual conditions.
Change of ownership of Fluidra's share capital with or without changing the Company's governing bodies. Exclusivity and confidentiality.

The contracts of the Executive Directors establish clauses regulating confidentiality and exclusive dedication, this being without prejudice to any activities which have been expressly authorized by the Company, provided they do not hinder the fulfilment of the duties of diligence and loyalty inherent in their post or entail a conflict with the Company. Such exclusivity clause does not entitle the Executive Directors to any specific remuneration.

Post-contractual non-compete and non-solicitation undertaking.

Without prejudice to the agreement in which the Executive Directors undertake not to compete with the Company as long as the contracts are in force, it is agreed that: Mr. Eloy Planes: a post-contractual non-competition agreement with a duration of two years from the conclusion of the effective provision of services. The economic compensation established for the commitment pursuant to the post-contractual non-compete undertaking is two times his gross annual fixed remuneration in force at the time of termination of the contract.

Mr. Bruce Brooks: a post-contractual non-solicitation and non-competition agreement with a duration of two years from the conclusion of the effective provision of services. The economic compensation derived from the post-contractual non-solicitation and non-competition undertaking is included in the amount of remuneration established for him. The non-compete agreement was included in his contract in April of 2021.

A.1.9 State the conditions that contracts should respect for those exercising senior management functions as executive directors. Among others, information should be provided on the duration, limits on amounts of severance pay, minimum contract term clauses, notice periods and payment in lieu of these notice periods, and any other clauses relating to hiring bonuses, compensation and golden parachute clauses for early termination of the contractual relationship between the

company and the executive director. Include, among others, the pacts or agreement on con-competition, exclusivity, permanence and loyalty, and post-contractual non-competition, unless these have been explained in the previous section.

The contracts of the Executive Directors of the Company are commercial contracts, and contain a clear description of the functions and responsibilities to be assumed according to the provisions of commercial legislation, the Bylaws, the Regulations applicable to the bodies of the Company and those attributed by the Shareholders' Meeting of Fluidra. Set out below are the essential terms and conditions of the contracts of Executive Directors which have been approved in accordance with the provisions of articles 249 and 529 octodeciesof the LSC.

1- Term:

The Executive Directors have signed an indefinite-term contract for services with the Company which shall remain in force for as long as the directors perform the executive duties delegated to them by the Board of Directors according to their post.

2- Exclusivity and Confidentiality

The contracts establish clauses regulating confidentiality and exclusive dedication, without prejudice to the activities which are expressly authorized, provided they do not hinder the fulfilment of the duties of diligence and loyalty inherent in their post or entail a conflict with the Company.

3- Time commitment

The Executive Directors' contracts do not include any continuity or loyalty clauses.

4- Advance notice period

The parties are required to give at least six months' notice before the effective date of termination of the contractual relationship, except when this occurs by mutual agreement, due to serious and wilful or negligent non-fulfilment of the Executive Director's professional duties or a serious breach by the Company of the obligations undertaken in relation to the position of Executive Director. In the event of non-fulfilment of the obligation to give notice, the performing party shall be entitled to receive an amount equal to the fixed remuneration pending payment during the period of the breach.

5- Severance pay for termination of the contract

Details of the severance payable for termination of the contract are provided in a subsection of this Report.

6- Post-contractual non-compete and non-solicitation undertaking

Details of the post-contractual non-competition and non-solicitation undertaking are provided in the previous subsection of this Report.

7. Other

In addition, the contract signed with Mr. Bruce Brooks specifies that any remuneration (including remuneration in cash and in kind and payments for termination of contract, if any) paid by a US subsidiary of the Fluidra group will reduce the amount of the remuneration to be paid by Fluidra stipulated in the contract signed by him with the Company.

The Board of Directors will periodically review the conditions of the contracts signed with the Executive Directors in order to include in them any amendments necessary to adapt them to the Remuneration Policy in force at any given time and to the internal regulations of the Company that apply.

A.1.10 The nature and estimated amount of any other supplementary remuneration accrued by directors in the year in progress in consideration for services rendered other than those inherent in the post.

Remuneration Policy does not envisage any remuneration for directors not already mentioned in the previous subsections.

A.1.11 Other remunerative items or by-products, as the case may be, of the company granting the director advance payments, loans, guarantees or any other remuneration.

The Directors' Remuneration Policy does not envisage the possibility of providing advances, loans and guarantees to the directors.

A.1.12 The nature and estimated amount of any other planned supplementary remuneration accrued by directors in the year in progress that are not included in the previous sections, whether payment is satisfied by the company or another group company.

No remuneration payable by Group entities to any of the members of the Board is envisaged for the current fiscal year that has not been included in the preceding sections

A.2. Explain any significant change in the remuneration policy applicable in the current year resulting from:
- a) A new policy or a modification of the policy already approved by the General Meeting.
- b) Significant changes in the specific determinations established by the board for the current year regarding the remuneration policy in force with respect to those applied in the previous year.
- c) Proposals that the board of directors has agreed to submit to the general shareholders' meeting to which this annual report will be submitted and which are proposed to be applicable to the current year.

As mentioned in section A.1, along with the Annual Remuneration Report, on the recommendation of the Board of Directors the General Shareholders' Meeting is asked to approve: (i) a new Remuneration Policy that will be valid from the approval date up to and including the year 2024; (ii) the modification of the maximum remuneration paid to all directors for their status as such; and (iii) the 2022-2026 Incentive Plan.

The most relevant changes proposed by the Board of Directors in the new Remuneration Policy are discussed in section A.1.1 above.

A.3. Identify the direct link to the document where the current company remuneration policy is posted, which must be available on the web page of the company.

https://www.fluidra.com/es/accionistas/remuneraciones-de-los-consejeros

A.4. Explain, taking into account the data provided in Section B.4, the outcome of voting, of a consultative nature, by shareholders at the General Shareholders' Meeting on the annual report on remuneration for the previous year.

The resolution received the favorable vote of 97.21% of the voting quorum, in the terms stated in section B.4 of this Report.

Similarly, the Remuneration Policy was approved with the affirmative vote of 96.3% of the quorum with voting rights.

B. OVERALL SUMMARY OF HOW REMUNERATION POLICY WAS APPLIED DURING THE YEAR JUST ENDED

B.1.1 Explain the process followed to apply the remuneration policy and determine the individual remuneration contained in Section C of this report. This information will include the role played by the remuneration committee, the decisions taken by the Board of Directors and,

the identity and the role of the external advisors whose services have been used in the process to apply the remuneration policy in the year ended.

The individual remuneration of the directors of Fluidra accrued in fiscal year 2021 that is reflected in section C of this Report has been determined in accordance with the principles and criteria of the Company's directors' remuneration policy in force in 2021.

The Remuneration Policy in force in 2021 was the one approved at the General Shareholders' Meeting held on June 27, 2018, which was valid for fiscal years 2018 to 2021.

The procedures, matters and decisions adopted by the ACC and the Board of Directors, according to the powers described in subsection A.1 of this Report, are as follows:

Evaluation of the Board of Directors and its Committees and monitoring of the action plan derived from the self-evaluation of the Board.
Evaluation of the degree of compliance with the 2020 AVR metrics of the Executive Directors and Fluidra's management team and approval of the
amount of the 2020 AVR to be settled in 2021, based on the degree of compliance.
Approval of the 2021 remuneration for Fluidra's management team.
2021 AVR of Fluidra's Executive Directors and management team: determination of the AVR metrics, establishment of the threshold for entitlement to the RVA and payout scale depending on the degree of compliance with the objectives of each metric.
Proposal of the Annual Report on Directors' Remuneration for 2020, to be submitted to a consultative vote at the Shareholders' Meeting. - Proposal to submit certain parts of the Annual Report on Directors' Remuneration for 2020 to the Shareholders' Meeting for approval.

B.1.2 Explain any deviation from the established procedure for the application of the remuneration policy that occurred during the fiscal year.

There were no deviations in the procedure for the application of the Remuneration Policy.

B.1.3 State whether any temporary exceptions to the remuneration policy were applied and, if so, explain the exceptional circumstances that led to the application of these exceptions, the specific components of the remuneration policy affected and the reasons why the company believes these exceptions were necessary to serve the long-term interests and sustainability of the company as a whole or to ensure its viability. Also quantify the impact which the application of these exceptions has had on the remuneration of each director in the fiscal year.

No temporary exceptions were applied.

B.2. Explain the different actions taken by the company in relation to the remuneration system and how they have contributed to reducing exposure to excessive risks and adapting them to the long-term objectives, values and interests of the company, including a reference to the measures that have been adopted to guarantee that the long-term results of the company have been taken into consideration in the remuneration accrued and that a suitable balance has been attained between the fixed and variable components of the remuneration, the measures that have been adopted in relation to those categories of staff whose professional activities have a material repercussion on the company's risk profile and the measures that have been adopted to avoid conflicts of interest, if any.

Total remuneration is composed of a fixed portion, an annual variable portion and a long-term variable portion.
The LTIs are linked to the achievement of Fluidra's long-term objectives based on its strategic plan.
The LTIs are paid in shares, aligning the directors' interests with those of the shareholders, with the obligation to retain the ownership of the net shares received for three years from the acquisition date, until the beneficiary owns a certain number of shares.
Variable remuneration is not guaranteed.
LTI's are subject to clawback and malus clauses as described in the preceding sections, which allow the company to request the return of the incentive paid in certain cases.
Finally, the steps taken to avoid conflicts of interest are explained in section A.1.6 above.
B.3. Explain how the remuneration accrued and vested in the fiscal year complies with the current remuneration policy and, in particular, how it contributes to the company's long-term sustainable performance.

and how the latter contribute to the short- and long-term results of the company.

The remuneration of Executive Directors is a key issue for the Board of Directors and the ACC. Because that is the case, the remuneration model is continuously reviewed, evaluated and updated by both bodies. Fluidra has defined a competitive executive remuneration program which motivates and rewards executives for achieving financial and strategic objectives that generate long-term value for shareholders, while providing rewards commensurate with performance. This program applies to both executive directors and other senior executives who are considered critical to the company as a way of incentivizing the growth and sustainability of the company. So:

Furthermore, report on the relationship between the remuneration obtained by the directors and the results or other performance measures of the company in the short and long term, explaining, as the case may be, how the variations in the performance of the company have influenced changes in the remuneration of directors

Section C of this Report includes the breakdown of the remuneration accrued in 2021, for all items, in favor of the directors of Fluidra, pursuant to the remuneration policies in force in the year with respect to remuneration items and amounts.

Variable remuneration is aligned with the achievement of objectives linked to Fluidra's annual budget, so that variations in the company's performance have a direct influence on the AVR and, therefore, on the compensation of directors with

executive functions. The AVR linked to the achievement of financial and non-financial and business objectives is configured with a view to the medium and long term which drives long-term performance in strategic terms, in addition to the achievement of short-term results, considering the current situation and the prospects and objectives for Fluidra's sustainable growth.

Medium and long-term incentives are linked to strategic plans of at least three years, which fosters the creation of sustainable value for the Group. Multi-year variable remuneration is paid in shares, which aligns the interests of the Executive Directors with those of shareholders.

B.4. Report on the result of the consultative vote at the General Shareholders' Meeting on the annual remuneration report for the previous year, indicating the number abstentions, blank votes and yea and nay votes cast:

	Number	% of total
Votes cast	155,335,864	0.00
	Number	% of votes cast
Votes against	4,148,201	2.67
Votes in favor	151,010,100	97.21
Blank votes		0.00
Abstentions	177,563	0.11

Remarks

B.5. Explain how the fixed components accrued during the year by the directors in their capacity as such are determined, the relative proportion for each director and how they have changed compared to the year before.

The remuneration items accrued in 2021 in fixed salary, per diem allowances and totals are as follows:

Eloy Planes 118,000 8,000 126,000 Bruce Brooks 82,000 8,000 90,000 Oscar Serra 94,000 8,000 102,000 Jose Manuel Vargas 103,533 8,000 111,533 Bernat Corbera 97,000 8,000 105,000 PIUMOC Inversions 97,000 8,000 105,000 Sébastien Mazella di Bosco 47,839 3,511 51,350 Steven Langman 90,167 20,000 110,167 Gabriel Lopez 97,000 8,000 105,000 Jordi Constans 139,000 8,000 147,000 Esther Berrozpe: 102,000 8,000 110,000 Brian McDonald: 102,000 20,000 122,000 Martin Ariel Atlas: 44,644 4,356 49,000 Barbara Borra: €0

Total (€): 1,214,183 119,867 1,334,050

The remuneration items accrued in 2020 in fixed salary, per diem allowances and totals are as

follows: Eloi Planes 118,000 8,000 126,000 Bruce Brooks 82,000 8,000 90,000 Oscar Serra 94,000 8,000 102,000 Jose Manuel Vargas 97,000 8,000 105,000 Bernat Corbera 97,000 8,000 105,000 PIUMOC Inversions 97,000 8,000 105,000 Sébastien Mazella di Bosco 109,000 8,000 117,000 Steven Langman 82,000 20,000 102,000

Gabriel Lopez 104,500 8,000 112,500 Jordi Constans 135,250 8,000 143,250 Esther Berrozpe: 100,125 8,000 108,125 Brian McDonald: 100,125 20,000 120,125

Total (€): 1,216,0000 120,000 1,336,000

B.6. Explain how the salaries accrued by each one of the executive directors over the past fiscal year for the performance of management duties were determined, and how they have changed with respect to the previous year

The fixed remuneration in cash accrued in 2021 in favor of the Executive Directors, in addition to that received for their status as such, is as follows:

Mr. Eloi Planes: According to the Remuneration Policy, in 2021 Mr. Eloy Planes received fixed remuneration of €390,000 for his executive functions, an increase of 5% over 2020 (€370,000).

Mr. Bruce Brooks: According to the Remuneration Policy, in 2021 Mr. Bruce Brooks received fixed remuneration of €531,000, an increase of 3% over 2020 (€518,000). He also received €22,500 in relocation&travel expenses.

Some of Mr. Bruce Brooks' remuneration has been paid by another Fluidra Group company.

B.7. Explain the nature and the main characteristics of the variable components of the remuneration systems accrued in the year ended.

Specifically:

a) Identify each one of the remuneration plans that have determined the different types of variable remuneration accrued by each of the directors in the year ended, including information on their scope, their date of approval, their date of incorporation, the periods of accrual and validity, the criteria used to evaluate performance and how this has affected the establishment of the variable amount accrued, as well as the measurement criteria

used and the time needed to be in a position to adequately measure all the conditions and criteria, explaining in detail the criteria and factors applied in terms of the time required and methods for verifying that performance or other conditions tied to the accrual and vesting of each component of variable remuneration have been effectively fulfilled.

b) In the case of stock options and other financial instruments, the general characteristics of each plan will include information on both the conditions to acquire unconditional ownership (vesting) and to exercise these options or financial instruments, including the price and term to exercise them.
c) Each one of the directors, together with their category (executive directors, proprietary external directors, independent external directors and other external directors), that are beneficiaries of remunerations systems or plans that include variable remuneration.
d) As the case may be, information is to be provided on periods for the accrual or deferment of payment applied and/or the periods for withholding/unavailability of shares or other financial instruments, if they should exist.

Explain the short-term variable components of the remuneration systems

As explained in section A.1 of this Report, according to the Remuneration Policy, the variable remuneration only applies to Executive Directors.

The variable remuneration system for the Executive Directors in 2021 includes two components: AVR:

In accordance with the terms of their respective contracts, the Executive Directors earned, in 2021, gross annual variable remuneration linked to the achievement of economic and management objectives related to the budget set by the board of directors for that year, which will be paid in 2022. The objective criteria used to calculate the AVR for 2021 are as follows:

Mr. Eloy Planes

The AVR for 2021, prior to weighting by the achievement scale, is 100% of the fixed remuneration for executive functions. In 2021, the indicators were as follows: (i) 85%, economic objectives: Free Cash-Flow (25%), PF cash EPS (25%), EBITDA (25%) and total sales growth (10%) (ii) by 15% of management objectives: where we find 5% linked to ESG metrics and the remaining 10% to other strategic management objectives.

On February 23 2022, the ACC verified the degree of achievement of the objectives to which the accrual of the AVR in 2021 was linked and proposed it to the Board of Directors for approval. The degree of achievement was 184%. In view of the degree of achievement, on February 24, 2022 the Board of Directors approved the accrued AVR for 2021 to be paid in 2022 in the amount of €717,600.

Mr. Bruce Brooks

The AVR of 2021, prior to weighting by the achievement scale is 100% of the fixed remuneration. In 2021, the indicators were as follows: (iv) 85% of economic objectives: Free Cash-Flow (25%), PF cash EPS (25%), EBITDA (25%) and total sales growth (10%) (i) by 15% of management objectives: 4% linked to ESG objectives and the remaining 11% to other strategic management objectives.

On February 23, 2022, the ACC verified the degree of achievement of the objectives to which the accrual of the AVR in 2021 was linked and proposed it to the Board of Directors for approval. The degree of achievement was as follows: 184.6% In view of the degree of achievement, on 168.6% the board of directors approved an accrued AVR for 2021 to be settled in 2022 in the amount of 980,226 euros.

Explain the long-term variable components of the remuneration systems

The executive directors are beneficiaries in 2021 of the ILP 2018, the features of which are described in section A.1 of this Report.

B.8. Indicate whether certain variable components have been reduced or clawed back when, in the case of the former, payment has been consolidated and deferred or, in the case of the latter, consolidated and paid, on the basis of data that have subsequently proved to be inaccurate. Describe the amounts reduced or clawed back through the application of the reduction or clawback clauses, why they were implemented and the years to which they refer.

There were no reductions or claims for reimbursement in respect of vested and paid or deferred variable remuneration components which were based on data that has subsequently been shown to be clearly inaccurate.

B.9. Explain the main characteristics of the long-term savings systems where the amount or equivalent annual cost appears in the tables in Section C, including retirement and any other survivor benefit that are financed, totally or partially, by the company, whether through internal or external contributions, indicating the type of plan, whether it is a defined contribution or benefit, the contingencies covered, the conditions to consolidate economic rights for directors and their compatibility with.

The Company has assumed pension commitments with its executive directors, the main characteristics of which are described in section A.1 of this Report.

B.10. Explain, where appropriate, the severance pay or any other type of payment deriving from early dismissal or early resignation, or from the termination of the contract in the terms provided for therein, accrued and/or received by directors during the year ended

In fiscal year 2021, no indemnities or other types of payments accrued that derived from early termination, whether due to removal by the company or resignation by the director, or from termination of the contract.

B.11. Indicate whether there have been any significant changes in the contracts of persons exercising senior management functions, such as executive directors, and, where appropriate, explain such changes. In addition, explain the main conditions of the new contracts signed with executive directors during the year, unless these have already been explained in Section A.1.

The contract of the CEO, Mr. Bruce Brooks, was modified in 2021 to include a post-contractual non-compete clause in the terms describe in A.1.8 above.

B.12. Explain any supplementary remuneration accrued by directors as consideration for services rendered outside of their post.

No other supplementary remuneration was accrued by directors in consideration for services provided rendered other than those inherent to their posts.

B.13. Explain any remuneration deriving from advance payments, loans or guarantees granted, indicating the interest rate, their key characteristics and the amounts eventually returned, as well as the obligations taken on by way of guarantee or collateral.

There are advance payments, loans or guarantees granted by the Company to its directors.

B.14. Itemize the remuneration in kind accrued by the directors over the year, briefly explaining the nature of the different salary components.

There follows a breakdown of the amount of the items of remuneration in kind accrued in 2021 by the Executive Directors, the nature of which is described in Section A.1 of this Report.

Mr. Eloy Planes

Mr. Eloy Planes received the following in kind remuneration included in the Remuneration Policy:

Life insurance policy: 14,838 euros
Medical insurance policy: 5,210.40 euros
Use of a company car: 8,451 euros
Contribution to pension plan: 16,000 euros

Mr. Bruce Brooks Mr. Bruce Brooks received the following in kind remuneration included in the Remuneration Policy:

Life insurance policy: 15,300.70 euros
Medical insurance policy: 17,865.64 euros
Use of a company car: 8,897.81 euros
Contribution to pension plan: 11,306 euros

B.15. Explain the remuneration accrued by directors by virtue of payments settled by the listed company to a third company at which the director renders services when these payments seek to remunerate the director's services to the company.

The Company made no payments to any third party entity where the directors might render their services for the purpose of compensating them for their services to the company.

However, as explained in preceding sections, the group company Zodiac Pool Solutions LLC has paid Mr. Bruce Brooks some of the remuneration accrued in respect of executive functions detailed in the preceding sections.

B.16. Explain and provide details of the amounts accrued during the year for any remuneration item other than the ones mentioned above, regardless of the type or the group company that pays it, including all benefits in any form, such as those which are considered related-party transactions and especially those which materially affect the true image of the total remuneration paid to the director. Explain the amount paid or pending payment and the nature of the consideration received. Where applicable, state reasons why it was not considered remuneration paid to the director in his capacity as such or in consideration for the performance of his capacity as such or in consideration for the performance of his executive functions, and whether or not it is considered appropriate to include it in the amounts shown under "other items" in section C.

In 2021, the directors did not earn any remuneration items other than those already described in this Report.

C. DETAILS OF REMUNERATION PAID TO EACH INDIVIDUAL DIRECTOR

Name	Category	Period of accrual in year 2021
Mr. ELOI PLANES CORTS	CEO	From 1/1/2021 to 12/31/2021
Mr. OSCAR SERRA DUFFO	Nominee Director	From 1/1/2021 to 12/31/2021
Mr. GABRIEL LÓPEZ ESCOBAR	Independent Director	From 1/1/2021 to 12/31/2021
Mr. BERNARDO CORBERA SERRA	Nominee Director	From 1/1/2021 to 12/31/2021
Mr JORGE VALENTIN CONSTANS FERNANDEZ	Independent Director	From 1/1/2021 to 12/31/2021
Mr. BRUCE WALKER BROOKS	Executive Director	From 1/1/2021 to 12/31/2021
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Nominee Director	From 1/1/2021 to 12/31/2021
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	Nominee Director	From 1/1/2021 to 06/08/2021
Mr. MICHAEL STEVEN LANGMAN	Nominee Director	From 1/1/2021 to 12/31/2021
PIUMOC INVERSIONS S.A.U	Nominee Director	From 1/1/2021 to 12/31/2021
Ms. ESTHER BERROZPE GALINDO	Independent Director	From 1/1/2021 to 12/31/2021
Mr. BRIAN LOUIS MCDONALD	Independent Director	From 1/1/2021 to 12/03/2021
Mr. MARTIN ARIEL ATLAS	Nominee Director	From 6/14/2021 to 12/30/2021

C.1. Complete the following tables regarding the individual remuneration of each director (including the salary received for performing executive duties) during the year.
- a) Remuneration from the reporting company:
  - i) Remuneration in cash (in thousand €)

Name	Fixed remunerati on	Per diems	Remuneration for sitting on Board committees	Salary	Short-term variable remuneratio n	Indemnity		2021 Total 2020 Total
Mr. ELOI PLANES CORTS	118	8		390	718		1,234	1,020
Mr. OSCAR SERRA DUFFO	82	8	12				102	102
Mr. GABRIEL LÓPEZ ESCOBAR	82	8	15				105	113
Mr. BERNARDO CORBERA SERRA 100	82	8	15				105	105
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	97	8	42				147	143
Mr. BRUCE WALKER BROOKS	82	8		531	980	23	1,624	1,541
Mr. JOSÉ MANUEL VARGAS GÓMEZ	82	8	22				112	105
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	36	3	12				51	105
Mr. MICHAEL STEVEN LANGMAN	82	20	8				110	102
PIUMOC INVERSIONS S.A.U	82	8	15				105	105
Ms. ESTHER BERROZPE GALINDO	82	8	20				110	108
Mr. BRIAN LOUIS MCDONALD	82	20	20				122	102
Mr. MARTIN ARIEL ATLAS	45	4					49

Remarks

ii) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments.

		2021	Financial instruments at start		Financial instruments executed in fiscal year 2021	Financial instruments vested during the year			Matured, unredeemed instruments	Financial instruments 2021 year end
Name	Name of plan	No. instruments	No. equivalent shares	No. instruments	No. equivalent shares	No. instruments	No. of equivalent/ves ted shares	Price of vested shares	Net profit from shares handed over or consolidated financial instruments (thousand €)	No. instruments	No. instruments	No. equivalent shares
Mr. ELOI PLANES CORTS 2018-2022 Plan		180,000	180,000					0.00		306,000	306,000	306,000
Mr. OSCAR SERRA DUFFO	Plan							0.00
Mr. GABRIEL LÓPEZ ESCOBAR	Plan							0.00
Mr. BERNARDO CORBERA SERRA 100	Plan							0.00
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	Plan							0.00
Mr. BRUCE WALKER BROOKS	2018-2022 Plan	291,375	291,375					0.00		495,338	495,338	495,338
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Plan							0.00
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	Plan							0.00
Mr. MICHAEL STEVEN LANGMAN	Plan							0.00
PIUMOC INVERSIONS S.A.U	Plan							0.00
Ms. ESTHER BERROZPE GALINDO	Plan							0.00

		2021	Financial instruments at start		Financial instruments executed in fiscal year 2021		Financial instruments vested during the year		Matured, unredeemed instruments	Financial instruments 2021 year end
Name	Name of plan	No. instruments	No. equivalent shares	No. instruments	No. equivalent shares	No. instruments	No. of equivalent/ves ted shares	Price of vested shares	Net profit from shares handed over or consolidated financial instruments (thousand €)	No. instruments	No. instruments	No. equivalent shares
Mr. BRIAN LOUIS MCDONALD	Plan							0.00
Mr. MARTIN ARIEL ATLAS	Plan							0.00

Remarks

iii) Long-term saving systems.

Name	Remuneration from vested rights in savings plans
Mr. ELOI PLANES CORTS	16
Mr. OSCAR SERRA DUFFO
Mr. GABRIEL LÓPEZ ESCOBAR
Mr. BERNARDO CORBERA SERRA
Mr. JORGE VALENTIN CONSTANS FERNANDEZ
Mr. BRUCE WALKER BROOKS	11
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO

Name	Remuneration from vested rights in savings plans
Mr. MICHAEL STEVEN LANGMAN
PIUMOC INVERSIONS S.A.U
Ms. ESTHER BERROZPE GALINDO
Mr. BRIAN LOUIS MCDONALD
Mr. MARTIN ARIEL ATLAS

	Contributions made by company during the year (thousand €)				Amount of accumulated funds (thousand €)
		Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights	Savings plans with unvested economic rights
Name
	2021 fiscal year	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020
Mr. ELOI PLANES CORTS	16	16			179	163
Mr. OSCAR SERRA DUFFO
Mr. GABRIEL LÓPEZ ESCOBAR

Mr. BERNARDO CORBERA
SERRA
Mr. JORGE VALENTIN CONSTANS
FERNANDEZ
Mr. BRUCE WALKER BROOKS	11	9			448	380
Mr. JOSÉ MANUEL VARGAS GÓMEZ

Mr. SEBASTIEN SIMON
MAZELLA DI BOSCO

		Contributions made by company during the year (thousand €)			Amount of accumulated funds (thousand €)
	Savings plans with unvested economic rights			Savings plans with unvested economic rights		Savings plans with unvested economic rights	Savings plans with unvested economic rights
Name
	2021 fiscal year	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020
Mr. MICHAEL STEVEN LANGMAN
PIUMOC INVERSIONS S.A.U
Ms. ESTHER BERROZPE GALINDO
Mr. BRIAN LOUIS MCDONALD
Mr. MARTIN ARIEL ATLAS

Comments:

iv) Detail other items

Name	Item	Amount
Mr. ELOI PLANES CORTS	Health insurance	5
Mr. ELOY PLANES CORTS	Vehicle	8
Mr. ELOY PLANES CORTS	Life insurance	15
Mr. OSCAR SERRA DUFFO	Item
Mr. GABRIEL LÓPEZ ESCOBAR	Item
Mr. BERNARDO CORBERA SERRA	Item

Name	Item	Amount
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	Item
Mr. BRUCE WALKER BROOKS	Vehicle	9
Mr. BRUCE WALKER BROOKS	Health insurance	18
Mr. BRUCE WALKER BROOKS	Life insurance	15
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Item
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	Item
Mr. MICHAEL STEVEN LANGMAN	Item
PIUMOC INVERSIONS S.A.U	Item
Ms. ESTHER BERROZPE GALINDO	Item
Mr. BRIAN LOUIS MCDONALD	Item
Mr. MARTIN ARIEL ATLAS	Item

Comments:

b) Remuneration paid to Company directors for sitting on the boards of subsidiaries:

i) Remuneration in cash (in thousand €)

Name	Fixed remunerati on	Per diems	Remuneration for sitting on Board committees	Salary	Short-term variable remuneratio n	Long-term variable remuneratio n	Indemnity	Other items	2021 Total 2020 Total
Mr. ELOI PLANES CORTS

Name	Fixed remunerati on	Per diems	Remuneration for sitting on Board committees	Salary	Short-term variable remuneratio n	Long-term variable remuneratio n	Indemnity	Other items	2021 Total 2020 Total
Mr. OSCAR SERRA DUFFO
Mr. GABRIEL LÓPEZ ESCOBAR
Mr. BERNARDO CORBERA SERRA
Mr. JORGE VALENTIN CONSTANS FERNANDEZ
Mr. BRUCE WALKER BROOKS
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO
Mr. MICHAEL STEVEN LANGMAN
PIUMOC INVERSIONS S.A.U
Ms. ESTHER BERROZPE GALINDO
Mr. BRIAN LOUIS MCDONALD
Mr. MARTIN ARIEL ATLAS

Comments:

ii) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments.

	Name of plan	Financial instruments at start 2021		Financial instruments executed in fiscal year 2021		Financial instruments vested during the year				Matured, unredeemed instruments	Financial instruments 2021 year end
Name		No. instruments	No. equivalent shares	No. instruments	No. equivalent shares	No. instruments	No. of equivalent/ves ted shares	Price of vested shares	Net profit from shares handed over or consolidated financial instruments (thousand €)	No. instruments	No. instruments	No. equivalent shares
Mr. ELOI PLANES CORTS	Plan							0.00
Mr. OSCAR SERRA DUFFO	Plan							0.00
Mr. GABRIEL LÓPEZ ESCOBAR	Plan							0.00
Mr. BERNARDO CORBERA SERRA 100	Plan							0.00
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	Plan							0.00
Mr. BRUCE WALKER BROOKS	0							0.00
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Plan							0.00

		2021	Financial instruments at start		Financial instruments executed in fiscal year 2021		Financial instruments vested during the year		Matured, unredeemed instruments	Financial instruments 2021 year end
Name	Name of plan	No. instruments	No. equivalent shares	No. instruments	No. equivalent shares	No. instruments	No. of equivalent/ves ted shares	Price of vested shares	Net profit from shares handed over or consolidated financial instruments (thousand €)	No. instruments	No. instruments	No. equivalent shares
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	Plan							0.00
Mr. MICHAEL STEVEN LANGMAN	Plan							0.00
PIUMOC INVERSIONS S.A.U	Plan							0.00
Ms. ESTHER BERROZPE GALINDO	Plan							0.00
Mr. BRIAN LOUIS MCDONALD	Plan							0.00
Mr. MARTIN ARIEL ATLAS	Plan							0.00

Remarks

iii) Long-term saving systems.

Name	Remuneration from vested rights in savings plans
Mr. ELOI PLANES CORTS
Mr. OSCAR SERRA DUFFO
Mr. GABRIEL LÓPEZ ESCOBAR
Mr. BERNARDO CORBERA SERRA
Mr. JORGE VALENTIN CONSTANS FERNANDEZ
Mr. BRUCE WALKER BROOKS
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO
Mr. MICHAEL STEVEN LANGMAN
PIUMOC INVERSIONS S.A.U
Ms. ESTHER BERROZPE GALINDO
Mr. BRIAN LOUIS MCDONALD
Mr. MARTIN ARIEL ATLAS

		Contributions made by company during the year (thousand €)			Amount of accumulated funds (thousand €)
Name		Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights	Savings plans with unvested economic rights
	2021 fiscal year	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020
Mr. ELOI PLANES CORTS
Mr. OSCAR SERRA DUFFO

		Contributions made by company during the year (thousand €)			Amount of accumulated funds (thousand €)
Name		Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights	Savings plans with unvested economic rights
	2021 fiscal year	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020	Financial Year 2021	Financial Year 2020
Mr. GABRIEL LÓPEZ ESCOBAR
Mr. BERNARDO CORBERA SERRA
Mr. JORGE VALENTIN CONSTANS FERNANDEZ
Mr. BRUCE WALKER BROOKS
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO
Mr. MICHAEL STEVEN LANGMAN
PIUMOC INVERSIONS S.A.U
Ms. ESTHER BERROZPE GALINDO
Mr. BRIAN LOUIS MCDONALD
Mr. MARTIN ARIEL ATLAS

Comments:

iv) Detail other items

Name	Item	Amount
Mr. ELOI PLANES CORTS	Vehicle
Mr. ELOI PLANES CORTS	Item
Mr. ELOI PLANES CORTS	Item
Mr. OSCAR SERRA DUFFO	Item
Mr. GABRIEL LÓPEZ ESCOBAR	Item
Mr. BERNARDO CORBERA SERRA	Item
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	Item
Mr. BRUCE WALKER BROOKS	Item
Mr. BRUCE WALKER BROOKS	Item
Mr. BRUCE WALKER BROOKS	Item
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Item
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	Item
Mr. MICHAEL STEVEN LANGMAN	Item
PIUMOC INVERSIONS S.A.U	Item
Ms. ESTHER BERROZPE GALINDO	Item
Mr. BRIAN LOUIS MCDONALD	Item

Name	Item	Amount
Mr. MARTIN ARIEL ATLAS	Item

Comments:
-----------

c) Summary remunerations (thousand €):

This should include a summary of the amounts corresponding to all the remuneration items included in this report that have accrued to each director, in thousands of euros.

	Remuneration earned in the company					Remuneration earned in Group companies
Name	Total remuneration in cash	Gross profit on vested shares or vested	Financial instruments	Saving plan Other items	Total paid in 2021 by company	Total remuneration in cash	Gross profit on vested shares or vested	Financial instruments	Saving plan Other items	Total paid in 2021 by group	Total paid in 2021 by company + group
Mr. ELOI PLANES CORTS	1,234		16	29	1,279						1,279
Mr. OSCAR SERRA DUFFO	102				102						102
Mr. GABRIEL LÓPEZ ESCOBAR	105				105						105
Mr. BERNARDO CORBERA SERRA 100	105				105						105
Mr. JORGE VALENTIN CONSTANS FERNANDEZ	147				147						147
Mr. BRUCE WALKER BROOKS	1,624		11	42	1,677						1,677

	Remuneration earned at the company					Remuneration earned in Group companies
Name	Total remuneration in cash	Gross profit on vested shares or vested	Financial instruments	Saving plan Other items	Total paid in 2021 by company	Total remuneration in cash	Gross profit on vested shares or vested	Financial instruments	Saving plan Other items	Total paid in 2021 by group	Total paid in 2021 by company + group
Mr. JOSÉ MANUEL VARGAS GÓMEZ	112				112						112
Mr. SEBASTIEN SIMON MAZELLA DI BOSCO	51				51						51
Mr. MICHAEL STEVEN LANGMAN	110				110						110
PIUMOC INVERSIONS S.A.U	105				105						105
Ms. ESTHER BERROZPE GALINDO	110				110						110
Mr. BRIAN LOUIS MCDONALD	122				122						122
Mr. MARTIN ARIEL ATLAS	49				49						49
TOTAL	3,976		27	71	4,074						4,074

Remarks

C.2. Describe the evolution over the last five years of the variation - as an amount and a percentage - in the remuneration accrued by each one of the listed company's directors during the year,in the company's consolidated results and in 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 % year-on-year change
	2021 fiscal year	2021/ 2020 Variation %	Financial Year 2020	2020/ 2019 Variation %	2019 fiscal year	2019/ 2018 Variation %	2018 fiscal year	2018/ 2017 Variation %	2017 fiscal year
Executive Directors
Mr. ELOI PLANES CORTS	1,280	9.97	1,164	39.57	834	-76.52	3,552	335.83	815
Mr. BRUCE WALKER BROOKS	1,679	3.58	1,621	46.83	1,104	59.54	692	-	0
Consolidated company results
	255,968	156.22	99,903	613.75	13,997	-	0	-	32,814
Average employee remuneration
	40	5.26	38	-2.56	39	11.43	35	25.00	28

Remarks

Analysis of the changes:

2017 vs 2018:

Most of Mr. Eloi Planes' 2018 remuneration comes from the settlement of the 2015-2017 Incentive Plan, which was paid in 2018.

Mr Bruce Brooks' 2018 remuneration only accrues for half a year, since he joined the company on July 1, 2018 following the merger with Zodiac.

The company's 2018 consolidated profits attributable to the parent company went from €31.1 million in profits to €33.9 million in losses, due primarily to the three aspects of the merger: expenses associated with the merger transaction, negative impacts of inventory revaluation, and amortizations of intangible assets.

2019 vs 2018

Mr. Planes' remuneration does not include an incentive plan.

Mr Brooks' remuneration reflects the first full year in 2020 vs 2019.

The increase in Mr Planes' and Mr Brooks' remuneration is due primarily to bonuses paid for the company's excellent results in 2020 (increase of 613.75%). The fixed remuneration of Mr Planes and Mr Brooks did not increase. Employee compensation decreased slightly because the employees' remuneration in 2020 does not include the accrual of the retention bonus agreed as a result of the merger for 2018 and 2019.

D. OTHER INFORMATION OF INTEREST

If there are any relevant issues relating to directors' remuneration that you have not been able to address in the previous sections of this report, but which are necessary to provide more comprehensive and fully reasoned information on the remuneration structure and practices of the company with regard to its directors, list them briefly.

A.1.1 Continued

D) The new Remuneration Policy to be submitted to the General Shareholders' Meeting for approval establishes that Fluidra's Board of Directors, on the recommendation of the ACC, may approve temporary exceptions to the Remuneration Policy under exceptional circumstances where the exception is necessary to serve the long-term interests and sustainability of Fluidra as a whole or to ensure its viability. The details of and justification for temporary exceptions will be included in the pertinent Annual Remuneration Report.

A.1.6 Continued

Maximum number of Shares included in the Plan: The total number of Shares which, in implementation of the Plan, will be delivered to the Beneficiaries at the end of each Cycle will be that resulting from dividing the maximum amount allocated to each Cycle by the weighted average closing price of the Shares for the trading sessions taking place on the thirty (30) days prior to the Measurement Period Start Date of the Cycle in question (the "Reference Value"). The maximum total amount allocated to the Plan if 100% of the related objectives are met is €55M.

The maximum total amount allocated to each Cycle of the Plan, if 100% of the objectives are met, will be determined by the Board of Directors, following a report by the Appointments and Compensation Committee, and may not exceed, for all three Cycles of the Plan as a whole, the aforementioned amount of €55M.

In any event, if 100% of the objectives are met, the total number of Shares to be delivered in implementation of the Plan to all of the Beneficiaries in the three Cycles may not exceed 0.8% of the share capital of Fluidra on the date of approval of the Plan, and will be 1.3% in the event of reaching the maximum Degree of Achievement of the objectives.

If the maximum number of Shares allocated to the Plan authorized by the Shareholders' Meeting is insufficient to be able to settle the incentive in Shares corresponding to the Beneficiaries under each Cycle of the Plan, Fluidra shall pay in cash the amount of the incentive corresponding to the excess which cannot be settled in Shares.

If 100% of the objectives of the Plan are met, the Executive Directors of Fluidra will be entitled to receive, at the end of each of the three Cycles, a number of Shares equal in value to 250% of their Fixed Annual Compensation in force on the award date of the incentive corresponding to the Cycle in question, divided by the Reference Value.

In any event, the number of Shares to be delivered will depend on the number of PSUs assigned and on the degree of achievement of the objectives to which the incentive is linked.

For the first Cycle of the Plan, if 100% of the Cycle objectives are met, and taking into consideration the average weighted closing price of the Share for the trading sessions taking place on the thirty (30) days prior to January 1, 2022 and the Annual Fixed Compensation of the Executive Directors in force on the date of approval of the Plan, 37,651 Shares would be delivered to the Executive Chairman,

Mr. Eloy Planes and 45,181 Shares would be delivered to the CEO Mr. Bruce Brooks. In the event of reaching the maximum Degree of Achievement of the objectives to which the first Cycle is linked, the number of Shares to be delivered will be 172% of the Shares to be delivered in the event of achieving 100% of the objectives. Accordingly, the maximum number of Shares to be delivered would be 64,760 Shares in the case of Mr. Eloy Planes and 77,711 Shares in the case of Mr. Bruce Brooks.

For each of the remaining Cycles, the Board of Directors, following a report by the Appointments and Compensation Committee, will determine the maximum amounts that will serve as a basis in order to establish, according to the Reference Value of the Cycle in question, the number of Shares that may be delivered if 100% of the objectives are met and in the event of

reaching the maximum Degree of Achievement of the objectives to which the corresponding Cycle is linked. The number of PSUs assigned in each Cycle shall be duly reported in the corresponding Annual Report on Directors' Remuneration.

Requirements for receiving the incentive: The requirements to be met, on a cumulative basis, in order for the Beneficiary to vest the right to receive the incentive corresponding to each Cycle of the 2022-2026 Plan are as follows:

• For the total PSUs available in each Cycle, the Beneficiary must still be part of the Fluidra Group as of the End Date of the Cycle Measurement Period, notwithstanding the provisions for special cases of separation established in the Regulations, which will also determine the formula for calculating the consolidated PSUs on the separation date.

• Meet the objectives established for each Cycle of the 2022-2026 Plan in the terms and conditions described in this agreement and the implementing Regulations.

In the case of Executive Directors, 100% of the PSUs awarded in each Cycle must be linked to fulfillment of the objectives to which the corresponding Cycle is linked.

Objectives: The Degree of Achievement of the incentive corresponding to one Cycle of the Plan, and therefore the number of Shares to be delivered to the Beneficiaries in relation to such Cycle, will depend on the degree of achievement of the objectives that the Board of Directors, at the proposal of the Appointments and Compensation Committee, establishes for each Cycle of the 2022-2026 Plan, insofar as relates to the percentage of PSUs awarded which is linked to such achievement.

The objectives will be:

Objectives in terms of the creation of value for shareholders;
Economic-financial objectives, and
ESG objectives (Environment, Social and Governance),.
(i) First Cycle Objectives
In the first Cycle of the Plan, the Incentive will be linked to achievement of the following strategic objectives of the Company:
(i) Objectives in terms of the creation of value for shareholders; Evolution of the "Total Shareholder Return" of Fluidra, S.A. ("TSR"), in absolute terms;
(ii) Economic-financial objectives: Evolution of the EBITDA of the Fluidra Group;
(iii) ESG objectives: S&P rating;
hereinafter, the "metrics".

TSR, EBITDA and the ESG objectives will be determined during the First Cycle Measurement Period ending on December 31, 2024.

To measure the evolution of TSR, the starting value will be the weighted average of Fluidra's share price at the close of trading on the thirty (30) days prior to the Start Date of the First Cycle Measurement Period;

the ending TSR value will be the weighted average of Fluidra's share price at the close of trading on the thirty (30) days prior to the End Date of the End Date of the First Cycle Measurement Period;

The weighting percentages for the Incentive awarded to the Executive Directors will be 50% for the TSR objective, 40% for the EBITDA objective, and 10% for the ESG objective.

In the case of Beneficiaries who are not directors, the Board of Directors will determine, upon a proposal by the Appointments and Compensation Committee, the part of the Shares whose delivery will depend on achievement of the TSR; EBITDA and ESG objectives.

For the TSR and EBITDA objectives, a Degree of Achievement associated with each objective will be established and this may range between 0% and 180%. The Degree of Achievement deriving from each of the above objectives will be calculated by linear interpolation. In the case of the ESG objective, the Degree of Achievement will be 0% or 100%. The maximum Degree of Achievement for the Executive Directors will therefore be 172%.

(ii) Second and Third Cycles

For the Second and Third Cycles of the Plan, the Fluidra Board of Directors, upon a proposal by the Appointments and Compensation Committee, may decide to continue with or change the Metrics, their relative weights, and the Degree of Achievement established for the First Cycle of the Plan. In the event of the Board of Directors making any change in this respect, the pertinent information will be duly set out in the corresponding Annual Report on Directors' Compensation.

Delivery and availability of shares: The Shares will be delivered either by Fluidra or by a third party, depending on the coverage systems finally adopted by the Board of Directors.

Once the Shares have been awarded, and until a period of three years has elapsed as from the End Date, the Executive Directors and members of the executive committee will not be able to transfer ownership of the Shares they may have received under the Plan until they come to own a number of shares equivalent, at least, to their annual fixed compensation multiplied by two and by one, respectively. The above, however, does not apply in respect of shares that the Executive Director or member of the executive committee needs to dispose of, should the case arise, to meet costs related to their acquisition, including taxation deriving from the delivery of the Shares, or in the event of a dispensation having been approved by the Board of Directors, upon favourable report by the Appointments and Compensation Committee, in response to supervening circumstances of an extraordinary nature which merit such dispensation.

Malus and clawback clauses. The Plan will envisage the corresponding malus and clawback clauses, which will be included in the Regulations. The Board of Directors will determine, where applicable, whether the circumstances that trigger the application of these clauses have occurred and the part of the Incentive which, where appropriate, is to be reduced or recovered. In relation to the clawback clause, Fluidra may demand the return of the Shares delivered under each

Cycle of the 2022-2026 Plan, or the cash equivalent thereof, or even offset the delivery made against other compensation of any type to which the Beneficiary may be entitled if, during the two years following the Settlement Date of each Cycle, it becomes evident that the settlement in question was based wholly or in part on information which has subsequently been clearly shown to be false or to contain serious inaccuracies.

The above will apply to the Executive Directors in all cases and to Beneficiaries who are responsible for such information. In any case, incentives paid to the members of the executive committee and to the internal auditor, who is not subject to the clawback clause, will be recalculated using the correct information.

OTHER RELEVANT DISCLOSURES:

During the first half of 2017, following the acquisition of the Zodiac Group, affiliates of Rhône Capital LLC ("Rhône"), implemented a Management Equity Plan ("MEP") for executives of the Zodiac Group, including Mr. Bruce Brooks, based on ownership of shares in Luxco (the "Original Plan").

The merger agreements between Fluidra and Zodiac call for the substitution of that Original Plan with another one according to the terms agreed by Luxco (and its affiliate, a Luxembourg partnership, "Lux SCS") and the beneficiary executives, the enforceability of which was subject to the registration of the Merger (the "Substitute Plan"). The changes made to the Original Plan to come up with the Substitute Plan were made with the intent of substantially aligning, and not conflicting with, the targets and periods established in the Fluidra 2018-2022 Plan.

Under the Substitute Plan, the beneficiaries – who include Mr. Bruce Brooks – hold three different instruments: Lux SCS units convertible into Fluidra shares or into cash, subject to "lock-up" periods over which restrictions apply on the disposal of the shares; repurchase options in the event of the executive's termination; and, where applicable, the achievement of certain financial objectives.

Although the Substitute Plan does not belong to the remuneration policy of Fluidra, as it does not entail a payment obligation for the Fluidra group, the Remuneration Policy includes, under Section 8 ("Other information"), the description of the Substitute Plan of which Mr. Bruce Brooks is a beneficiary. In fiscal year 2021, because of a partial exit of Rhône from Fluidra, the Substitute Plan has been partially settled, further to the information provided in Section 8.

This annual remuneration report has been approved by the Board of Directors of the company on:

30/03/2022

State whether any directors have voted against or have abstained from voting the approval of this report.

[ ] Yes [ √ ] No

Fluidra, S.A.

Individual Annual Accounts

2021

On 30 March 2022, the Board of Directors of Fluidra, S.A. prepared for issue the annual accounts in accordance with the Spanish General Chart of Accounts approved by Royal Decree 1514/2007, which comprise the balance sheet, the income statement, the statement of recognised income and expense, the statement of changes in equity, the cash flow statement, the notes to the annual accounts and the directors' report for the year ended 31 December 2021, which have been prepared following the European Single Electronic Format (ESEF), in accordance with the Delegated Regulation (EU) 2019/815, with identification number:

37C90D006C4C3B7698695932DB524890 (*)

In witness whereof, they are hereby signed on this sheet, by all the members of the Board of Directors, in compliance with article 253 of the Spanish Companies Act.

Mr. Eloy Planes Corts	Mr. Bruce Walker Brooks
Ms. Esther Berrozpe Galindo	Ms. Barbara Borra
Mr. Jorge Valentín Constans Fernández	Mr. Bernardo Corbera Serra
Piumoc Inversions, S.L.U. Mr. Bernat Garrigós Castro	Mr. Michael Steven Langman
Mr. Gabriel López Escobar	Mr. Brian McDonald
Mr. Oscar Serra Duffo	Mr. José Manuel Vargas Gómez

(*) Identification Number hash MD5

DECLARATION OF RESPONSIBILITY OF THE DIRECTORS OF FLUIDRA, S.A. IN RELATION TO THE CONTENT OF THE ANNUAL FINANCIAL REPORT FOR FINANCIAL YEAR 2021

In connection with the Annual Financial Report of FLUIDRA, S.A. for financial year 2021, which contains the Annual Financial Statements and the Directors' Report, the members of the Board of Directors declare that:

To the best of their knowledge, the Annual Financial Statements, prepared in accordance with the applicable accounting principles, present a true and fair view of the assets, liabilities, financial position and results of FLUIDRA, S.A., and the Directors' Report includes a true and fair analysis of the performance and earnings obtained and of the position of FLUIDRA, S.A., along with a description of the principal risks and uncertainties it faces.

Declaration made upon the authorization for issue of the Annual Financial Report of FLUIDRA, S.A. for financial year 2021, prepared by the Board of Directors of FLUIDRA, S.A. on March 30, 2022.

Mr. Eloy Planes Corts	Mr. Bruce Walker Brooks
Mrs. Esther Berrozpe Galindo	Mrs. Barbara Borra
Mr. Jorge Valentín Constans Fernández	Mr. Bernardo Corbera Serra
Piumoc lnversions, S.L.U. Mr. Bernat Garrigós Castro	Mr. Michael Steven Langman
Mr. Gabriel López Escobar	Mr. Brian McDonald
Mr. Oscar Serra Duffo	Mr. José Manuel Vargas Gómez

AI Terminal

Fluidra S.A.

1828_10-k-afs_2022-04-28_9dc8af1d-a78a-4b4f-9e8d-c178a9c7db15.pdf

Annual Financial Report

31 December 2021

(Together with the Independent Audit Report thereon)

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ANNUAL ACCOUNTS

Individual Annual Accounts

31 December 2021

SUMMARY

Financial statements

Notes

Appendices

Balance sheet

31 December 2021 and 2020

(Expressed in thousands of euros)

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

Income statement

31 December 2021 and 2020

Statement of changes in equity for the years ended 31 December 2021 and 2020

A) Statement of recognised income and expense

(Expressed in thousands of euros)

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

Statement of changes in equity for the years ended 31 December 2021 and 2020

B) Statement of total changes in equity (Expressed in thousands of euros) (Free translation from the original in Spanish, In the event of discrepancy, the Spanish-language version prevails,)

Statement of cash flows for the years ended 31 December 2021 and 2020

(Expressed in thousands of euros)

Cash flows from financing activities

Notes to the Annual Accounts

2021

1. Nature, activity and composition of the Group

2. Basis of presentation

a) True and fair view

b) Comparative information

Transition to new accounting standards

Notes to the Annual Accounts

2021

c) Group companies

d) Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles

• Changes in accounting estimates

Notes to the Annual Accounts

3. Significant accounting policies

a) Foreign currency transactions, balances and cash flows

b) Intangible assets

i. Computer software

ii. Research and development

Notes to the Annual Accounts

2021

iii. Useful life and amortisation

iv. Impairment

Notes to the Annual Accounts

c) Property, plant and equipment

i. Initial recognition

ii. Depreciation

iii. Subsequent costs

Impairment of non-financial assets subject to amortisation or depreciation

Notes to the Annual Accounts

2021

d) Leases

i. Lessee accounting

- Operating leases

e) Financial instruments

i Classification and separation of financial instruments

ii Offsetting principles

iii Financial assets and liabilities at fair value through profit or loss

Notes to the Annual Accounts

2021

iv Loans and receivables

v Investments in the equity of Group companies, joint ventures and associates

vi Interest and dividends

vii Fair value

Notes to the Annual Accounts

2021

viii Amortised cost

ix Impairment of financial assets