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Fluidra S.A. — Annual Report 2025
Mar 26, 2026
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FLUIDRA S.A. 2025 ANNUAL FINANCIAL REPORT
We turn water into a better world
FLUIDRA
2025 ANNUAL FINANCIAL REPORT
FLUIDRA
CONTENTS
2025 Annual Financial Report
ANNUAL ACCOUNTS
- Auditors' Report
- Contents Annual Accounts
- Financial Statements
- Financial Report
- Appendix
2025 MANAGEMENT REPORT
- General business outlook
- Annual corporate governance report
- Auditors' report
- Annual Report on The Remuneration of Directors
- Statement of responsibility
2025 Annual Financial Report
2

FLUIDRA S.A. 2025 ANNUAL ACCOUNTS
We turn water into a better world
FLUIDRA
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA
Audit Report on Financial Statements issued by an Independent Auditor
Fluidra, S.A.
Financial Statements and Management
Report for the year ended
December 31, 2025
The better the question.
The better the answer.
The better the world works.
EY
Shape the future with confidence
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA

Shape the future with confidence
Ernst & Young, S.L.
Torres Sarrià A
Anda, Sarrià, 102-106
08017 Barcelona
España
Tel: 933 663 700
Fax: 934 053 784
ey.com
AUDIT REPORT ON FINANCIAL STATEMENTS ISSUED BY AN INDEPENDENT AUDITOR
Translation of a report and financial statements originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails
To the shareholders of Fluidra, S.A.:
Report on the financial statements
Opinion
We have audited the financial statements of Fluidra, S.A. (the Company), which comprise the balance sheet as at December 31, 2025, the income statement, the statement of changes in equity, the cash flow statement, and the notes thereto for the year then ended.
In our opinion, the accompanying financial statements give a true and fair view, in all material respects, of the equity and financial position of the Company as at December 31, 2025 and of its financial performance and its cash flows for the year then ended in accordance with the applicable regulatory framework for financial information in Spain (identified in Note 2 to the accompanying financial statements) and, specifically, the accounting principles and criteria contained therein.
Basis for opinion
We conducted our audit in accordance with prevailing audit regulations in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the financial statements in Spain as required by prevailing audit regulations. In this regard, we have not provided non-audit services nor have any situations or circumstances arisen that might have compromised our mandatory independence in a manner prohibited by the aforementioned requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.
Domicilio Social: Calle de Palmurado Fernández Villaverde, 40, 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9,364 general, B.L.V.I. de la sección 3ª del Libro de Sociedades, Rota 48, hoja nº 87.490-1, Inscripción 3ª, C.I.P. B-78970506.
A member firm of Ernst & Young Global Limited.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA

2
Measurement of investments in equity instruments of group companies and associates
Description
At December 31, 2025 the Company has investments in equity instruments in group companies and associates amounting to 1,457 million euros, as indicated in Note 7.
The determination of the recoverable amounts of the investments in equity instruments in group companies and associates is based on Management estimates that entail using cash flow projections based on current results and expectations for the development of each market, growth rates, profitability, discount rates, tax rates and other assumptions used in the impairment tests, which are described in Notes 3 e) ix) and 7 to the accompanying financial statements.
Consequently, given the significance of the amount involved and the complexity of the judgments used in the determination of certain assumptions considered by Management in the annual impairment tests, we have considered this area a key audit matter.
Our response
Our audit procedures for this area consisted, among others, in:
- Understanding the processes established by Company Management in the determination of the correct measurement of the investments in equity instruments in group companies and associates, including the assessment of the design and implementation of relevant controls.
- Reviewing the analysis made by the Company Management to identify any indication that the investments in group companies and associates may be impaired.
- Reviewing the reasonableness of the main assumptions used, in collaboration with our valuations experts, as well as the methodology followed for projecting results, comparing also these assumptions with those used in prior years and understanding the reasons for possible changes; additionally, verifying the level of compliance of projections with actual data from prior years.
- Comparing the carrying amounts of the Company's financial investments with their corresponding amounts of the resulting equity in the most recent audited financial statements, as well as discussing the associates' performance and prospects with Management.
- Reviewing the disclosures included in the notes to the financial statements required by the applicable regulatory framework for financial information.
Other information: management report
Other information refers exclusively to the 2025 management report, the preparation of which is the responsibility of the Company's directors and is not an integral part of the financial statements.
Our audit opinion on the financial statements does not cover the management report. Our responsibility for the management report, in conformity with prevailing audit regulations in Spain, entails:
A member firm of Emol & Young Global Limited.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA

Shape the future with confidence
3
a. Checking only that the non-financial statement and certain information included in the Corporate Governance Report and in the Board Remuneration Report, to which the Audit Law refers, were provided as stipulated by applicable regulations and, if not, disclose this fact.
b. Assessing and reporting on the consistency of the remaining information included in the management report with the financial statements, based on the knowledge of the entity obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the management report are in conformity with applicable regulations. If, based on the work we have performed, we conclude that there are material misstatements, we are required to disclose this fact.
Based on the work performed, as described above, we have verified that the information referred to in paragraph a) above is provided as stipulated by applicable regulations and that the remaining information contained in the management report is consistent with that provided in the 2025 financial statements and its content and presentation are in conformity with applicable regulations.
Responsibilities of the directors and the audit committee for the financial statements
The directors are responsible for the preparation of the accompanying financial statements so that they give a true and fair view of the equity, financial position and results of the Company, in accordance with the regulatory framework for financial information applicable to the Company in Spain, and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The audit committee is responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with prevailing audit regulations in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A member firm of Emol & Young Global Limited.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA
EY
Shape the future with confidence
4
As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the audit committee of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee of the Company with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the audit committee of the Company, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
A member firm of Ernst & Young Global Limited.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA

5
Report on other legal and regulatory requirements
European single electronic format
We have examined the digital file of the European single electronic format (ESEF) of Fluidra, S.A. for the 2025 financial year, consisting of an XHTML file containing the financial statements for the year, which will form part of the annual financial report.
The directors of Fluidra, S.A. are responsible for submitting the annual financial report for the 2025 financial year, in accordance with the formatting requirements set out in Delegated Regulation EU 2019/815 of 17 December 2018 of the European Commission (hereinafter referred to as the ESEF Regulation).
Our responsibility consists of examining the digital file prepared by the directors of the Company, in accordance with prevailing audit regulations in Spain. These standards require that we plan and perform our audit procedures to obtain reasonable assurance about whether the contents of the financial statements included in the aforementioned digital file correspond in their entirety to those of the financial statements that we have audited, and whether the financial statements and the aforementioned file have been formatted, in all material respects, in accordance with the ESEF Regulation.
In our opinion, the digital file examined corresponds in its entirety to the audited financial statements, which are presented, in all material respects, in accordance with the ESEF Regulation.
Additional report to the audit committee
The opinion expressed in this audit report is consistent with the additional report we issued to the audit committee on March 23, 2026.
Term of engagement
The ordinary general shareholders' meeting held on May 8, 2024 appointed us as auditors for one year, commencing on December 31, 2025.
Previously, we were appointed as auditors by the shareholders for three years and we have been carrying out the audit of the financial statements continuously since December 31, 2016.
ERNST & YOUNG, S.L.
(Signature on the original in Spanish)
Alfredo Eguiagaray
March 25, 2026
A member firm of Ernst & Young Global Limited.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
AUDITORS' REPORT
FLUIDRA
CONTENTS
Annual Accounts
FINANCIAL STATEMENTS
- Balance Sheets
- Income Statements
- Statements of Recognised Income and Expense
- Statements of Total Changes in Equity
- Statements of Cash Flows
NOTES
- Nature, principal activities and companies comprising the Group
- Basis of presentation
- Significant accounting policies
- Intangible assets
- Property, plant and equipment
- Operating leases – Lessee
- Investments in Group companies and associates
- Non-current investments
- Trade and other receivables
- Equity
- Provisions
- Current and non-current bank borrowings and other marketable securities
- Debt with Group companies and associates
- Trade and other payables
- Risk management policy
- Income and expense
- Employee information
- Transactions with Group companies and associates
- Information on the directors
- Other commitments and contingencies
- Taxation
- Information on late payment to suppliers. Final provision two, reporting requirement of Law 31/2014 of 3 December
- Auditors' and their Group companies' or related parties' fees
- Environment
- Subsequent events
APPENDICES
APPENDIX I. Information on Group companies
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A.
STATEMENTS OF FINANCIAL POSITION
31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| Assets | Notes | 31/12/2025 | 31/12/2024 |
|---|---|---|---|
| Intangible assets | 4 | 11,810 | 12,584 |
| Property, plant and equipment | 5 | 5,954 | 9,711 |
| Equity instruments in Group companies | 7 | 1,456,722 | 1,455,588 |
| Non-current investments | 8 | 212 | 214 |
| Other financial assets | 212 | 214 | |
| Deferred tax assets | 21 | 20,088 | 14,780 |
| Total non-current assets | 1,494,786 | 1,492,877 | |
| Trade and other receivables | 9 | 33,106 | 69,986 |
| Current loans to Group companies | 7 | 119,841 | 44,213 |
| Current accruals | 6,157 | 9,835 | |
| Cash and cash equivalents | 33 | 33 | |
| Total current assets | 159,137 | 124,067 | |
| Total assets | 1,653,923 | 1,616,944 | |
| Equity | |||
| Capital and reserves | 10 | 1,593,261 | 1,537,304 |
| Share capital | 192,129 | 192,129 | |
| Share premium | 1,148,591 | 1,148,591 | |
| Reserves | 136,436 | 102,780 | |
| Profit/(loss) for the year | 167,307 | 144,211 | |
| Own shares and equity holdings | (51,202) | (50,407) | |
| Grants, donations and bequests received | 1,048 | 1,048 | |
| Total equity | 1,594,309 | 1,538,352 | |
| Liabilities | |||
| Non-current provisions | 11 | 15,162 | 14,901 |
| Total non-current liabilities | 15,162 | 14,901 | |
| Current debt with Group companies and associates | 13 | 6,397 | 27,026 |
| Trade and other payables | 14 | 38,055 | 36,665 |
| Total current liabilities | 44,452 | 63,691 | |
| Total liabilities | 59,614 | 78,592 | |
| Total equity and liabilities | 1,653,923 | 1,616,944 |
The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A.
INCOME STATEMENTS
31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| Notes | 31/12/2025 | 31/12/2024 | |
|---|---|---|---|
| Revenue | 18 | 276,555 | 261,222 |
| Dividend income | 215,153 | 179,346 | |
| Services rendered | 61,402 | 81,876 | |
| Self-constructed assets | 1,215 | 942 | |
| Other operating income | 14,491 | 9,658 | |
| Non-trading and other operating income | 14,491 | 9,658 | |
| Personnel expense | 16 | (62,189) | (49,535) |
| Salaries and wages | (51,582) | (40,405) | |
| Employee benefits expense | (10,607) | (9,130) | |
| Other operating expenses | (68,861) | (78,757) | |
| External services | (69,037) | (78,498) | |
| Taxes | (148) | (164) | |
| (Charges) /Reversals due to impairment of non-current assets | 324 | (95) | |
| Amortisation and depreciation | 4 & 5 | (5,304) | (4,670) |
| Impairment and gains/(losses) on disposal of fixed assets | (321) | (1) | |
| Results from operating activities | 155,586 | 138,859 | |
| Finance income | 1,827 | 1,695 | |
| Group companies and associates | 1,827 | 1,693 | |
| Other | — | 2 | |
| Finance cost | (2,121) | (3,472) | |
| Debt with Group companies and associates | (765) | (1,962) | |
| Debt with others | (1,356) | (1,510) | |
| Exchange gains/(losses) | (763) | 418 | |
| Financial result | (1,057) | (1,359) | |
| Profit/(loss) before tax | 154,529 | 137,500 | |
| Income tax | 21 | 12,778 | 6,711 |
| Profit/(loss) for the year from continuing operations | 167,307 | 144,211 |
The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| 31/12/2025 | 31/12/2024 | |
|---|---|---|
| Profit/(loss) for the year | 167,307 | 144,211 |
| Income and expense recognised directly in equity | — | — |
| Grants, donations and bequests received | — | — |
| Tax effect | — | — |
| Total income and expense recognised directly in equity | — | — |
| Total recognised income and expense | 167,307 | 144,211 |
The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.
2025 Annual Financial Report
FLUIDRA, S.A.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
Equity attributable to equity holders of the Parent
| Share capital | Share premium | Legal reserve | Other reserves | Profit/(loss) for the year | Treasury shares | Grants, donations and bequests received | Total | |
|---|---|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 192,129 | 1,148,591 | 39,125 | (48,818) | 203,292 | (42,155) | 1,048 | 1,493,212 |
| Profit/(loss) for the year | — | — | — | — | 144,211 | — | — | 144,211 |
| Total recognised income and expense in the year | — | — | — | — | 144,211 | — | — | 144,211 |
| Transactions with own shares or holdings (net) | — | — | — | 8,603 | — | (8,252) | — | 351 |
| Distribution of dividends | — | — | — | — | (104,408) | — | — | (104,408) |
| Equity-based payments | — | — | — | 4,986 | — | — | — | 4,986 |
| Other changes in equity | — | — | — | 98,884 | (98,884) | — | — | — |
| Balance at 31 December 2024 | 192,129 | 1,148,591 | 39,125 | 63,655 | 144,211 | (50,407) | 1,048 | 1,538,352 |
| Profit/(loss) for the year | — | — | — | — | 167,307 | — | — | 167,307 |
| Total recognised income and expense in the year | — | — | — | — | 167,307 | — | — | 167,307 |
| Transactions with own shares or holdings (net) | — | — | — | 490 | — | (795) | — | (305) |
| Distribution of dividends | — | — | — | — | (113,906) | — | — | (113,906) |
| Equity-based payments | — | — | — | 2,861 | — | — | — | 2,861 |
| Other changes in equity | — | — | — | 30,305 | (30,305) | — | — | — |
| Balance at 31 December 2025 | 192,129 | 1,148,591 | 39,125 | 97,311 | 167,307 | (51,202) | 1,048 | 1,594,309 |
The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.
2025 Annual Financial Report
14
Contents
2025 ANNUAL ACCOUNTS
FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit /(loss) for the year before tax | 154,529 | 137,500 | |
| Adjustments for: | |||
| Amortisation and depreciation | 4 & 5 | 5,304 | 4,670 |
| Finance income | (1,827) | (1,695) | |
| Finance cost | 2,121 | 3,472 | |
| Change in provisions | (324) | (879) | |
| Expenses for share-based payments | 2,351 | 2,412 | |
| Exchange (gains)/losses | 763 | (418) | |
| Changes in operating assets and liabilities: | |||
| Trade and other receivables | 17,192 | (37,820) | |
| Trade and other payables | 1,931 | 6,061 | |
| Interest received | 1,796 | 1,666 | |
| Interest paid | (2,121) | (3,068) | |
| Income tax received/(paid) | 25,522 | (1,017) | |
| Cash flows from/(used in) operating activities | 207,237 | 110,884 | |
| Cash flows from/(used in) investing activities | |||
| Payments for investments in property, plant and equipment | 5 | (1,931) | (3,770) |
| Payments for the acquisition of intangible assets | 4 & 13 | (3,698) | (6,954) |
| Payments for investments in financial assets | 7 & 8 | 2 | (50) |
| Proceeds from the sale of intangible assets | 352 | 62 | |
| Proceeds from the sale of property, plant and equipment | 4,503 | — | |
| Cash flows from/(used in) investing activities | (772) | (10,712) | |
| Cash flows from/(used in) financing activities | |||
| Acquisition of own equity instruments | (107,956) | (108,868) | |
| Disposal of equity instruments | 107,631 | 109,219 | |
| Issue of bank borrowings and other marketable securities | 188,900 | 121,300 | |
| Net proceeds/(payments) on debt with Group companies and associates | (93,102) | 28,880 | |
| Redemption and repayment of bank borrowings and other marketable securities | (188,900) | (146,300) | |
| Dividends paid | (113,038) | (104,408) | |
| Cash flows from/(used in) financing activities | (206,465) | (100,177) | |
| Increase /(decrease) in cash and cash equivalents | — | — | |
| Disposal of own equity instruments | — | (5) | |
| Effect of currency translation differences on cash flows | 33 | 38 | |
| Cash and cash equivalents at year end | 33 | 33 |
The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2025.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
1. NATURE, PRINCIPLE ACTIVITIES AND COMPOSITION OF THE GROUP
Fluidra, S.A. (hereinafter the Company) was incorporated as a limited liability company under Spanish law for an indefinite period in Girona, Spain, on 3 October 2002 under the name Aquaria de Inv. Corp., S.L., and changed to its current name on 17 September 2007.
The Company's corporate purpose and activity consists of the holding and use of equity shares, securities and other stock, and advising, managing and administering the companies in which the Company holds an ownership interest.
The Company's registered address is located in the municipal area of Sant Cugat del Vallès (Avda. Alcalde Barnils 69, 08174 Sant Cugat del Vallès, Barcelona, Spain).
The Company is the parent of a group of companies. The Group's activity consists of the manufacture and marketing of specific accessories and machinery for swimming-pools, irrigation and water treatment and purification. The Group operates globally with a particular presence in EMEA (Europe, the Middle East and Africa) and in North America.
Fluidra, S.A. is the parent company of the Group comprising the subsidiaries detailed in accompanying Appendix I (hereinafter Fluidra Group or the Group). Additionally, the Group holds ownership interests in other entities as detailed in Appendix I also.
Share capital is represented by 192,129,070 ordinary shares with a par value of €1 each, fully subscribed and paid up.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
2. BASIS OF PRESENTATION
a) TRUE AND FAIR VIEW
The annual accounts at 31 December 2025 have been prepared on the basis of the accounting records of the Company and in accordance with prevailing legislation and the Spanish General Chart of Accounts, to give a true and fair view of the equity and financial position at 31 December 2025 and results of operations, changes in equity, and cash flows for the year then ended.
The Company's directors expect these 2025 annual accounts to be approved by shareholders at their general meeting without significant modification.
The annual accounts are presented in thousands of euros rounded off to the nearest thousand. The euro is the Company's functional and presentation currency.
b) COMPARATIVE INFORMATION
For comparative purposes, the annual accounts include the 2025 figures in addition to those of the prior year for each item of the balance sheet, the income statement, the statement of changes in equity, the statement of cash flows and the notes thereto, which were part of the 2024 annual accounts, approved by shareholders at their general meeting on 7 May 2025.
c) GROUP COMPANIES
As mentioned in Note 7, the Company has stakes in subsidiaries. As a result, the Company is the parent of a Group of companies in accordance with current legislation. In addition to these individual annual accounts, on 24 March 2026 the directors authorised for issue the consolidated annual accounts of Fluidra, S.A. and subsidiaries at December 2025, in accordance with International Financial Reporting Standards adopted by the European Union (IFRS-EU), which show profit attributable to the equity holders of the Parent of €176,026 thousand (profit of €138,068 thousand in 2024) and equity of €1,600,571 thousand (€1,657,194 thousand in 2024). The consolidated annual accounts will be filed at the Barcelona Companies Registry.
d) CRITICAL ISSUES REGARDING THE VALUATION AND ESTIMATION OF RELEVANT UNCERTAINTIES AND JUDGEMENTS USED WHEN APPLYING ACCOUNTING PRINCIPLES
Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the
assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
- Significant accounting estimates and key assumptions and judgements when applying accounting policies
In the Company's 2025 and 2024 annual accounts, estimates were used by management in order to quantify certain assets, liabilities, income, expenses and commitments reported therein. These estimates basically refer to:
Impairment of investments in Group companies and associates:
An impairment analysis of investments in Group companies and associates includes an analysis of their recoverable amount, which is understood to be the higher of the fair value less costs to sell and the present value of the cash flows expected to be received. This recoverable amount is calculated using cash flow projections based on past results and trend expectations for each of the markets (see Note 3, section e). The calculation of recoverable amount requires the use of estimates by management. The key assumptions used to determine fair value less costs to sell and the value in use include growth rates, profitability, the discount rate and tax rates. The estimates, including the methodology used, could have a significant impact on values and impairment loss. In addition, the capitalisation value is used as a reference.
The fair value of the commitment to the Company's management team to acquire an ownership interest in the Company's share capital (see Note 19 a).
- Reasons that justify the classification of income from dividends and impairment losses on non-current assets in operating results (see Note 3 e), section vii and Note 16).
- Changes in accounting estimates
Although estimates are calculated by the Company's directors based on the best information available at 31 December 2025 and 2024, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments made in future reporting periods is recognised prospectively.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting principles and measurement criteria contained in the Spanish General Chart of Accounts have been used to prepare the annual accounts at 31 December 2025 and 2024.
The most significant principles are summarised as follows:
a) FOREIGN CURRENCY TRANSACTIONS, BALANCES AND CASH FLOWS
Foreign currency transactions have been translated into euros using the exchange rate prevailing at the transaction date.
Monetary assets and liabilities denominated in foreign currency are translated to euros at the closing exchange rate, while non-monetary items measured at historical cost are translated at the exchange rate prevailing at the transaction date.
In the cash flow statement, cash flows from foreign currency transactions have been translated into euros at the exchange rates at the dates the cash flows occur.
The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currency is presented under a separate caption in the statement of cash flows as Effect of exchange rate fluctuations.
Exchange gains and losses arising on the settlement of foreign currency transactions and on the translation into euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
b) INTANGIBLE ASSETS
Intangible assets are measured at cost of acquisition or production. The production cost of inventories includes the acquisition cost of the asset, other consumables and the costs directly related to the units produced and a systematically calculated portion of either the variable or fixed indirect costs incurred during the transformation process.
Production costs are capitalised in the income statement under Self-constructed assets. Intangible assets are presented in the balance sheet at cost, less any accumulated amortisation and impairment allowances.
Subsequent costs incurred in intangible assets are recorded as expenses, unless they increase the future economic benefits expected from the assets.
i) Computer software
Computer software acquired and produced by the Company, including website development costs, is recognised when it meets the conditions for consideration as development costs.
Payments made to develop a website for promotional purposes or to advertise the Company's products or services are recognised as an expense when incurred.
Computer software maintenance costs are charged as expenses when incurred.
ii) Research and development
Expenses related to research activities are recognised as an expense in the income statement when incurred.
The Company capitalises the development costs incurred in specific and individualised projects that meet the following conditions:
- Payments attributable to the performance of the project can be measured reliably.
- The allocation, assignment and timing of costs for each project are clearly defined.
- There is evidence of the project's technical success, in terms of direct operation or sale to a third party of the results thereof once completed and if a market exists.
- The economic and commercial feasibility of the project is reasonably assured.
- Financing to develop the project, the availability of adequate technical and other resources to complete the development and to use or sell the resulting intangible asset are reasonably assured.
- There is an intention to complete the intangible asset for its use or sale.
If the Company is unable to distinguish the research stage from the development stage, the costs incurred are recognised as research expenses.
Costs recognised in profit or loss in previous years cannot subsequently be capitalised when they meet these conditions.
Upon registration in the corresponding Public Registry, development expenses are reclassified to the caption Patents, licences, trademarks and other similar items.
iii) Useful life and amortisation
The Company assesses the intangible asset's useful life to be either finite or indefinite. An intangible asset is deemed to have an indefinite useful life when there is no foreseeable limit to when it will generate net cash flows.
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FLUIDRA
Intangible assets with finite useful lives are amortised by systematically allocating the amortisable amount over their useful lives using the following criteria:
| Amortisation method | Estimated years of useful life | |
|---|---|---|
| Patents and brands | Straight-line basis | 5-10 |
| Computer software | Straight-line basis | 4-5 |
To this end, amortisable amount is understood as acquisition cost less residual value, if applicable.
The Company deems the residual value of assets to be zero, unless:
a) There is a commitment from a third part to purchase the asset at the end of its useful life.
b) There is an active market for the intangible asset and:
i. Residual value can be determined using this market; and
ii. It is likely that this market subsists at the end of the useful life of the asset.
The Company reviews the residual value, useful life and amortisation method of intangible assets at the end of each reporting period. Changes to initially established criteria are accounted for as a change in accounting estimates.
In accordance with Royal Decree 602/2016 of 2 December, modifying the General Chart of Accounts, goodwill and intangible assets with an indefinite useful life will be amortised over a maximum period of 10 years. No goodwill or intangible assets with indefinite useful life are included on the Company's balance sheet.
iv) Impairment
The Company measures and determines valuation allowances for impairment of intangible assets and any reversals thereof in accordance with the criteria described in the section on property, plant and equipment.
c) PROPERTY, PLANT AND EQUIPMENT
i) Initial recognition
Property, plant and equipment are measured at cost of acquisition or production. The production cost of inventories includes the acquisition cost of the asset, other consumables and the costs directly related to the units produced and a systematically calculated portion of either the variable or fixed indirect costs incurred during the production process.
Production costs are capitalised in the income statement under Self-constructed assets. Property, plant and equipment are presented in the balance sheet at cost, less any accumulated depreciation and impairment allowances.
ii) Depreciation
Property, plant and equipment items are depreciated by allocating their depreciable amount on a systematic basis over
their useful lives. To this end, depreciable amount is understood as acquisition cost less residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.
Property, plant and equipment are depreciated using the following criteria:
| Depreciation method | Estimated years of useful life | |
|---|---|---|
| Other installations, equipment and furniture | Straight-line basis | 5-12 |
| Other property, plant and equipment | Straight-line basis | 4-8 |
The Company reviews the residual value, useful life and depreciation method of property, plant and equipment at the end of each reporting period. Changes to initially established criteria are accounted for as a change in accounting estimates.
iii) Subsequent costs
Subsequent to initial recognition of the asset, only the costs incurred which increase capacity or productivity or which lengthen the useful life of the asset are capitalised. The carrying amount of parts that are replaced is derecognised. Costs of servicing are recognised in profit and loss as incurred.
Replacements of property, plant and equipment which meet the requirements for capitalisation are recognised together with a reduction of the carrying amount of the items replaced. In those cases in which the cost of the replaced items has not been depreciated separately and it is not practicable to determine the carrying amount thereof, the cost of the replacement is used as an indication of the cost of the replaced item at the date it was acquired or constructed.
- Impairment of non-financial assets subject to amortisation or depreciation
The Company assesses whether there are indications of possible impairment losses to verify whether the carrying amount of these assets exceeds the recoverable amount. The recoverable amount is the higher of the fair value less costs to sell and the value in use. Additionally, and regardless of the existence of any indication of impairment, the Company tests intangible assets not yet ready to be put to use for potential impairment at least annually.
The calculation of an asset's value in use reflects an estimate of the future cash flows expected to derive from the asset, expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing uncertainty inherent in the asset and other factors that market participants would reflect in pricing the future cash flows expected to derive from the asset. Impairment losses are recognised in the income statement and are only reversed if there has been a change in the estimates used to calculate the asset's recoverable amount.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
Where the Company has reasonable doubts as to the technical success or financial and commercial feasibility of in-progress research and development projects, the amounts in the balance sheet are recognised directly in losses on the disposal of intangible assets in the income statement and may not be reversed.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for CGU to which the asset belongs.
Any reversals of impairment losses are charged to the income statement. The increased carrying amount of an asset attributable to a reversal of an impairment loss cannot exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset. After an impairment loss or reversal of an impairment loss is recognised, the depreciation (amortisation) charge for the asset is adjusted in future periods based on its new carrying amount.
d) LEASES
i) Lessee accounting
The Company has the right to use certain assets under lease agreements.
Leases in which, at the start of the agreement, the Company assumes substantially all the risks and rewards incidental to ownership of the leased asset are classified as finance leases; all other leases are classified as operating leases.
Operating leases
Lease payments under an operating lease, net of incentives received, are recognised as an expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern of the lease's benefit.
Contingent rents are recognised as an expense when it is probable that they will be incurred.
e) FINANCIAL INSTRUMENTS
i) Classification and separation of financial instruments
A financial instrument is classified upon initial recognition as a financial asset, a financial liability or an equity instrument, when it becomes party to the contract or legal transaction, in accordance with the terms set out therein, either as issuer or investor or buyer thereof.
Furthermore, for measurement purposes financial instruments are classified into financial assets and liabilities at fair value through profit or loss, loans and receivables, debt and payables, investments in the equity of Group companies, joint ventures and associates and financial liabilities. They are classified under the categories above in accordance with the characteristics of the instrument and the purpose that influenced their purchase.
Regular purchases and sales of financial assets are recognised on the trade date; i.e. the date on which the Company commits to purchase or sell the asset.
ii) Offsetting principles
A financial asset and a financial liability are offset only when the Company has a legally enforceable right to offset the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
iii) Financial assets and liabilities at fair value through profit or loss
This heading includes derivative financial instruments that have not been designated as hedging instruments.
Equity instruments that are not listed on an active market and whose fair value cannot be reliably measured are not classified into this category.
Financial assets and liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the purchase or issue are recognised as an expense in the income statement as incurred.
After initial recognition, they are recorded at fair value through profit or loss. Fair value is not reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.
iv) Loans and receivables
Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. Financial assets included in this category are initially measured at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest rate method.
v) Investments in the equity of Group companies, joint ventures and associates
The investments included in this category are initially measured at cost, which equals the fair value of the consideration paid plus the directly attributable transaction costs. That is to say, inherent transaction costs are capitalised.
Group companies are those over which the Company, either directly, or indirectly through subsidiaries, exercises control as defined in article 42 of the Spanish Code of Commerce, or when the companies are controlled by one or more individuals or entities acting jointly or under the same management through agreements or statutory clauses.
Control is the power to govern the financial and operating policies of an entity or business so as to obtain profits from its activities. In assessing control, potential voting rights held by the Company or other entities that are exercisable or convertible at the end of each reporting period are considered.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
Associates are defined as the entities over which the Company has significant influence, either directly or through other subsidiaries. Significant influence is the power to participate in the financial and operating policy decisions of a company but no control or joint control over it is held. The existence of potential voting rights that are exercisable or convertible at the end of each reporting period, including potential voting rights held by the Company or other companies, are considered when assessing whether an entity has significant influence.
After initial recognition, they are measured at cost less any accumulated impairment, if applicable.
If an investment no longer meets the conditions for classification in this category, it is reclassified to available for sale investments and it is measured as such from the date of reclassification.
At least at year end, the necessary value adjustments are carried out provided there is objective evidence that the carrying value of an investment will not be recoverable. Impairment loss is measured as the difference between the carrying amount and the recoverable amount, the latter of which is understood to be the higher of the fair value less costs to sell and the present value of estimated future cash flows from the investment (see section ix).
vi) Interest and dividends
Interest is recognised using the effective interest rate method.
Dividends from investments in equity instruments are recognised when the Company is entitled to receive them and they are recorded under revenue given the Company's business activity. If the dividends are clearly derived from profits generated prior to the acquisition date because amounts higher than the profits generated by the investment since acquisition have been distributed, the carrying amount of the investment is reduced.
vii) Fair value
Fair value is the amount for which an asset could be exchanged or a liability settled between knowledgeable, willing buyers and sellers on an arm's length basis. The Company generally applies the following systematic hierarchy to determine the fair value of financial assets and financial liabilities:
- Firstly, the Company applies the quoted prices of the most advantageous active market to which it has immediate access, adjusted where necessary to reflect any difference in credit risk between the instruments commonly traded and the instrument being measured. For this purpose, the bid price is used for assets purchased or liabilities to be issued and the offer price for assets to be purchased or liabilities issued. If the Company has assets and liabilities that offset market risks against each other, average market prices are used for the offset risk positions, applying the appropriate price to the net position.
-
If there are no market prices available, the prices of recent transactions are used, adjusted for conditions.
-
Otherwise, the Company applies generally accepted valuation techniques using, insofar as is possible, market data and, to a lesser extent, specific Company data.
viii) Amortised cost
The amortised cost of a financial asset or liability is the amount for which it was initially measured less repayment of the principal, plus or less the gradual accumulated allocation or repayment, using the effective interest rate method, of any difference existing between the initial value and the repayment value at maturity, less any decrease due to impairment loss or default.
Additionally, the effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument, or shorter where appropriate, to the carrying amount of the financial asset or liability. For financial instruments in which the variable to which commissions, basis points, transactions costs, discounts and premiums are related is reviewed at market rates before expected maturity, the amortisation period is that until the next review of conditions.
Cash flows are estimated considering all contractual conditions of the financial instrument, excluding future credit losses. The calculation includes the commissions and basis points of interest paid or received by the parties to the contract, as well as the transaction costs and any other premium or discount. In the event that the Company cannot reliably estimate cash flows or the expected life of a financial instrument, contractual cash flows over the whole contractual period are used.
ix) Impairment of financial assets
A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after initial recognition of the asset and that event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Impairment of financial assets measured at amortised cost
At least at year end, the Company analyses whether there is objective evidence of impairment of a financial asset or a group of financial assets with similar risk characteristics assessed collectively, as a result of one or more events occurring after their initial recognition causing a reduction or delay in estimated future cash flows, which may be due to debtor insolvency.
Should this evidence exist, the impairment loss is calculated as the difference between the carrying value and the current value of the future cash flows, including, if applicable, cash flows from collateral and personal guarantees expected to be generated, discounted at the effective interest rate calculated upon initial recognition. For variable rate financial assets, the effective interest rate corresponding to the closing date of the annual accounts under the contractual conditions is used. The
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
Company uses formula-based approaches or statistical methods to determine impairment losses in a group of financial assets.
Impairment adjustments, and the reversal thereof when the amount of the loss decreases due to causes relating to a subsequent event, are recognised as expenses or income, respectively, in the income statement. Impairment reversal is limited to the carrying amount at which the asset would be recognised at the reversal date had the impairment not been recorded.
In substitution of the present value of the future cash flows, the Company uses the market value of the instrument, provided it is reliable enough to be deemed representative of the value the Company may recover.
- Investments in Group companies, associates and joint ventures and equity instruments measured at cost
Impairment is calculated by comparing the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell.
Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the disposal of the asset, or the estimated cash flows expected to be received from the distribution of dividends and the final disposal of the investment.
Nonetheless, and in certain cases, unless better evidence of the recoverable amount of the investment is available, when estimating impairment of these types of assets, the investee's equity is taken into consideration, adjusted, where appropriate, to generally accepted accounting principles and standards in Spain, corrected for any net unrealised gains existing at the measurement date.
In subsequent years, reversals of impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.
The recognition or reversal of an impairment loss is recorded in the income statement.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies. In this last circumstance, a provision is recognised.
x) Financial liabilities at amortised cost
The financial liabilities included in this category are initially measured at fair value, which, unless evidence exists to the contrary, is considered to be the transaction price, which is equivalent to the fair value of the consideration received, less
the transaction costs directly attributable thereto. That is to say, inherent transaction costs are capitalised.
For subsequent measurement, the amortised cost method is used. Interest accrued is expensed in the income statement (finance cost), using the effective interest method.
The Company derecognises all or part of a financial liability when it either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor.
f) CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand and demand deposits at banks. This caption also includes other short-term highly-liquid investments readily convertible into specific amounts of cash that do not mature beyond three months.
The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of acquisition and maturity does not exceed six months.
The Company classifies cash flows corresponding to interest earned and interest paid as an operating activity. Dividends received from subsidiaries are classified as operating activities and dividends paid by the Company, as financing activities.
g) GRANTS, DONATIONS AND BEQUESTS
Grants, donations and bequests are recorded in recognised income and expense when, where applicable, they have been officially awarded, the conditions attached to them have been met or there is reasonable assurance that they will be received.
Financial liabilities comprising implicit assistance in the form of below-market interest rates are initially recognised at fair value. The difference between this value, adjusted where necessary for the issue costs of the financial liability and the amount received, is recognised as a government grant based on the nature of the grant awarded.
h) OWN EQUITY INSTRUMENTS HELD BY THE COMPANY
The acquisition by the Company of equity instruments is presented separately at acquisition cost as a decrease in shareholders' equity in the balance sheet. In the transactions entered into with own equity instruments no profit or loss is recognised in the income statement.
Transaction costs related to own equity instruments, including issue costs related to a business combination, are recorded as a decrease in reserves, net of any tax effect.
Dividends related to equity instruments are recorded as a reduction in equity when they are approved by the shareholders in general meeting.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
CLASSIFICATION OF CURRENT AND NON-CURRENT ASSETS AND LIABILITIES
The Company classifies assets and liabilities in the balance sheet as current and non-current. For these purposes, assets and liabilities are classified as current in accordance with the following criteria:
- Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Company's normal operating cycle, they are held primarily for trading, they are expected to be realized within twelve months from the reporting date, or are cash or cash equivalents, unless they are restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
- Liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within twelve months after the reporting period, or the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
- Financial liabilities are classified as current liabilities when they are due to be settled within twelve months after the reporting date, even if the original term was for a period longer than twelve months, and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorised for issue.
- Deferred tax assets and deferred tax liabilities are recognised in the balance sheet as non-current assets and non-current liabilities, irrespective of the expected date of recovery or settlement.
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.
OBLIGATIONS WITH EMPLOYEES
In accordance with the agreements signed with executives, in the event of permanent invalidity, a percentage of the previously earned remuneration is paid yearly until death. At 31 December 2025 and 2024, there is no liability under this heading, as the obligation has been outsourced.
SHARE-BASED PAYMENT TRANSACTIONS
The Company recognises a personnel expense for all employee services received in share-based payment transactions upon receipt of said services, and the corresponding increase in equity if the transaction is settled with equity instruments or the corresponding liability if the transaction is paid with an amount based on the value of equity instruments.
The Company recognises equity-settled share-based payments, including non-monetary contributions to capital increases and the corresponding increase in equity, at the fair value of the goods or services received, unless fair value cannot be estimated reliably, in which case value is determined by reference to the fair value of the equity instruments granted.
Payments of equity instruments as consideration for the services performed by the employees of the Company or third parties providing similar services are measured by reference to the fair value of the equity instruments granted.
Employee benefits paid in the form of equity instruments are recognised by applying the following criteria:
- If the equity instruments granted vest immediately on the grant date, the services received are recognised with a charge to the income statement, with a corresponding increase under Other equity instruments;
- If the equity instruments granted vest when the employees complete a specified service period, those services are accounted for during the vesting period, with a credit to Other equity instruments.
The Company measures the fair value of the instruments granted to employees at the grant date.
Market-related vesting conditions are taken into account when calculating the fair value of the equity instruments granted. Vesting conditions, other than market conditions, are taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for services received is based on the number of equity instruments that eventually vest. Consequently, the Company recognises an amount for the services received during the vesting period based on the best available estimate of the number of equity instruments expected to vest, revising this estimate if the number of equity instruments expected to vest differs from previous estimates.
Once the services received and the corresponding increase in equity have been recognised in Other equity instruments, no additional adjustments to equity are made after the vesting date, without prejudice to making the corresponding reclassifications in equity.
2025 Annual Financial Report
Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision in the balance sheet is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre‐tax rate that reflects the time value of money and the specific risks for which future cash flows associated with the provision have not been adjusted at each reporting date.
Single obligations are measured using the individual most likely outcome. If the obligation involves a large population of homogeneous items, it is measured by weighting the possible outcomes by probability. If there is a continuous range of possible outcomes and each point on the range has the same probability as the others, the obligation is measured at the average amount.
Where the Company has subcontracted the hedged risk to a third party through a legal or contractual agreement, the provision is recognised only for the portion of the risk assumed. If it is no longer probable that an outflow of resources will be required to settle an obligation, the provision is reversed.
REVENUE FROM THE RENDERING OF SERVICES
Revenue from the rendering of services is recognised at the fair value of the consideration received or receivable. Volume rebates, prompt payment and any other discounts, as well as the interest added to the nominal amount of the consideration are recognised as a reduction in the consideration.
However, the Company includes interest on trade receivables maturing in less than a year that do not specify a contractual interest rate when the result of upgrading the cash flows is insignificant.
Discounts given to customers are recognised as a reduction in sales revenue when it is probable that the discount conditions will be met.
Revenues associated with the rendering of services are recognised in the income statement by reference to the stage of completion at the reporting date when revenues, the stage of completion, the costs incurred and the costs to complete the transaction can be estimated reliably and it is probable that the economic benefits derived from the transaction will flow to the Company.
The company recognises revenue on ordinary activities when control of the goods or services committed to customers is transferred.
The company accounts for this revenue using the following successive stages: Identify the contract with the customer.Identify the performance obligations.Determine the transaction price or contract consideration.Allocate the transaction price to the performance obligations.Recognise the revenue on ordinary activities when the company meets each performance obligation.
Generally speaking, the Company has concluded that there is ordinarily a single performance obligation allocated to the transaction price and therefore no impacts from regulatory adoption are identified.
INCOME TAX
Tax expense (income) comprises current tax and deferred tax.
Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date.
Current and deferred income tax is recognised in profit or loss, unless the tax arises from a transaction or event which is recognised, in the same or a different period, outside profit or loss, directly in equity or a business combination.
Deductions and other income tax relief granted by public administrations as a decrease in the amount payable for this tax are recognised as a decrease in the corporate income tax expense in the year in which they are accrued.
The Company and other Group companies are taxed under the consolidated tax regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the Spanish tax authorities (see Note 21).
In addition to the factors to be considered for individual taxation set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group: Temporary and permanent differences arising from the elimination of profits and losses on transactions between Group companies, derived from the process of determining consolidated taxable income.Deductions and credits corresponding to each company forming the consolidated tax group. For these purposes, deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit.
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FLUIDRA
Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are measured using the tax rate of that company.
A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. If there is a tax loss that cannot be offset by the other companies in the consolidated Group, these tax loss carryforwards are recognised as deferred tax assets, in accordance with the criteria established for their recognition, considering the tax group as the taxpayer.
The Parent of the group records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables (payables) from/to Group companies and associates.
The debt relating to the subsidiaries is recognised with a credit (debit) to payables (receivables) to/from Group companies.
Recognition of taxable temporary differences
Deferred tax liabilities deriving from taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income.
Recognition of deductible temporary differences
Deferred tax assets arising on deductible temporary differences are recognised provided that it is probable that sufficient taxable income will be available against which the deductible temporary differences can be utilised. Assets that arise from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income are not recognised.
Tax planning opportunities are only considered for the purpose of assessing the recoverability of deferred tax assets if the Company intends to use them or it is probable that it will use them.
Measurement
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the periods in which the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period and factoring in the tax consequences that would follow from the manner in which the Company expects to recover its assets.
p) TRANSACTIONS BETWEEN GROUP COMPANIES
Transactions between Group companies are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed, if applicable, is recognised in line with the underlying economic substance of the transaction.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
4. INTANGIBLE ASSETS
Details of the investment property accounts and movement during 2025 and 2024 are as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Balances at 31.12.24 | Additions | Disposals | Transfers | Balances at 31.12.25 | |
| Cost | |||||
| Patents, licences, trademarks and other similar rights | 1,067 | 2 | (500) | — | 569 |
| Computer software | 46,417 | 3,452 | (533) | 2,200 | 51,536 |
| Under construction | 2,200 | 244 | — | (2,200) | 244 |
| 49,684 | 3,698 | (1,033) | — | 52,349 | |
| Accumulated amortisation | |||||
| Patents, licences, trademarks and other similar rights | (984) | (18) | 492 | 24 | (486) |
| Computer software | (36,116) | (4,101) | 188 | (24) | (40,053) |
| (37,100) | (4,119) | 680 | — | (40,539) | |
| Carrying amount | 12,584 | (421) | (353) | — | 11,810 |
| Thousands of euros | |||||
| --- | --- | --- | --- | --- | --- |
| Balances at 31.12.23 | Additions | Disposals | Transfers | Balances at 31.12.24 | |
| Cost | |||||
| Patents, licences, trademarks and other similar rights | 1,059 | 8 | — | — | 1,067 |
| Computer software | 41,710 | 4,921 | (214) | — | 46,417 |
| Under construction | — | 2,200 | — | — | 2,200 |
| 42,769 | 7,129 | (214) | — | 49,684 | |
| Accumulated amortisation | |||||
| Patents, licences, trademarks and other similar rights | (939) | (196) | 151 | — | (984) |
| Computer software | (32,687) | (3,429) | — | — | (36,116) |
| (33,626) | (3,625) | 151 | — | (37,100) | |
| Carrying amount | 9,143 | 3,504 | (63) | — | 12,584 |
a) COMPUTER SOFTWARE
Capitalised expenses relate to the cost of software licences acquired, external expenses relating to development of the corporate ERP and personnel expenses for company staff involved in the development, which are capitalised under Self-constructed assets. In 2025, €1,215 thousand relating to computer software was capitalised (€942 thousand in 2024). The most significant additions for the year relate to the project to centralise the Group's servers, totalling €573 thousand (€2,120 thousand in 2024), to licences for the supply chain integration project for €930 thousand (€718 thousand in 2024) and to the new ERP project, totalling €358 thousand.
b) FULLY AMORTISED ASSETS
The cost of fully amortised intangible assets still in use at 31 December is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Patents, licences, trademarks and other similar rights | 384 | 384 |
| Computer software | 30,220 | 27,288 |
| 30,604 | 27,672 |
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5. PROPERTY, PLANT AND EQUIPMENT
Details of property, plant and equipment and movement during 2025 and 2024 are as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Balances at 31.12.24 | Additions | Disposals | Transfers | Balances at 31.12.25 | |
| Cost | |||||
| Other installations, equipment and furniture | 9,756 | 342 | (4,570) | 149 | 5,677 |
| Other PPE | 3,406 | 1,589 | (876) | 2 | 4,121 |
| Under construction | 390 | — | (7) | (151) | 232 |
| 13,552 | 1,931 | (5,453) | — | 10,030 | |
| Accumulated depreciation | |||||
| Other installations, equipment and furniture | (1,805) | (471) | 324 | — | (1,952) |
| Other PPE | (2,036) | (714) | 626 | — | (2,124) |
| (3,841) | (1,185) | 950 | — | (4,076) | |
| Carrying amount | 9,711 | 746 | (4,503) | — | 5,954 |
| Thousands of euros | |||||
| --- | --- | --- | --- | --- | --- |
| Balances at 31.12.23 | Additions | Disposals | Transfers | Balances at 31.12.24 | |
| Cost | |||||
| Other installations, equipment and furniture | 4,853 | 2,622 | — | 2,281 | 9,756 |
| Other PPE | 3,618 | 782 | (1,124) | 130 | 3,406 |
| Under construction | 2,435 | 366 | — | (2,411) | 390 |
| 10,906 | 3,770 | (1,124) | — | 13,552 | |
| Accumulated depreciation | |||||
| Other installations, tools and furniture | (1,233) | (572) | — | — | (1,805) |
| Other PPE | (2,512) | (648) | 1,124 | — | (2,036) |
| (3,745) | (1,220) | 1,124 | — | (3,841) | |
| Carrying amount | 7,161 | 2,550 | — | — | 9,711 |
The most notable disposals for the year relate to the change in operating model, whereby individual R&D projects have been transferred to the buyer, Fluidra Global Distribution, S.L.U., at the carrying amount and with no impact on the income statement.
a) FULLY DEPRECIATED ASSETS
The cost of fully depreciated property, plant and equipment items still in use at 31 December 2025 and 2024 is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Other installations, equipment and furniture | 156 | 118 |
| Other property, plant and equipment | 1,026 | 1,068 |
| 1,182 | 1,186 |
b) INSURANCE
The Company has taken out several insurance policies to cover the risks to which its property, plant and equipment items are exposed. The coverage of these policies is considered sufficient.
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6. OPERATING LEASES - LESSEE
The Company has leased from third parties several floors in office buildings and parking spaces, as well as several vehicles and other assets under operating leases.
The most significant lease contracts are as follows:
- Office building in calle Alcalde Barnils, 69 in Sant Cugat del Vallès, floors 1, 2, 3 and 4, where the Fluidra Group's headquarters are located. This agreement came into force on 1 January 2021 for a renewable 5-year term (plus a 5-year extension) with a 5-month grace period.
- On 31 July 2024, the previous agreement was extended to include the 1st floor at number 71 in Sant Cugat del Vallès.
- Offices located in carretera Sentmenat, 46 - 48, warehouse 6 in Polinyà. This agreement entered into force on 1 May 2022 for an automatically renewable 1-year term.
- A storage unit in Polinyà (Barcelona), located at calle Santiago Russinyol 14. This agreement came into force on 1 November 2021 and has a 5-year term.
Operating lease payments recognised as an expense for the year are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Leased offices and parking spaces | 1,431 | 1,196 |
| Leased vehicles | 538 | 444 |
| Other assets under lease | 191 | 230 |
| 2,160 | 1,870 |
The future minimum lease payments under non-cancellable operating leases are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Under one year | 1,574 | 1,819 |
| From one to five years | 3,959 | 4,032 |
| Over five years | — | 725 |
| 5,533 | 6,576 |
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7. EQUITY INSTRUMENTS AND LOANS TO GROUP COMPANIES
a) EQUITY INSTRUMENTS IN GROUP COMPANIES
Movement in the equity instruments in Group companies heading in 2025 and 2024 is as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Balances at 31.12.24 | Additions | Disposals | Transfers | Balances at 31.12.25 | |
| Equity instruments | 1,455,578 | 1,134 | — | — | 1,456,712 |
| Carrying amount | 1,455,578 | 1,134 | — | — | 1,456,712 |
| Thousands of euros | |||||
| --- | --- | --- | --- | --- | --- |
| Balances at 31.12.23 | Additions | Disposals | Transfers | Balances at 31.12.24 | |
| Equity instruments | 1,453,004 | 2,574 | — | — | 1,455,578 |
| Carrying amount | 1,453,004 | 2,574 | — | — | 1,455,578 |
The company's investment relates to its sole subsidiary, Fluidra Commercial, S.A.U.
Information relating to other interests in Group companies and associates is presented in Appendix I.
In 2025, the following changes took place in interests in Group companies:
- The Company increased its interest in the subsidiary Fluidra Commercial, S.A.U. as a result of the long-term variable remuneration plan aimed at Fluidra, S.A.'s executive directors and management team and the investees that make up the consolidated group, with share-based equity instruments totalling €1,134 thousand.
In 2024, the following movement took place in interests in Group companies:
- The Company increased its interest in the subsidiary, Fluidra Commercial, S.A.U., as a result of the long-term remuneration plan aimed at Fluidra, S.A.'s executive directors and management team and the investees that make up the consolidated group, with share-based equity instruments totalling €2,574 thousand.
None of the Group companies in which the Company has holdings are listed on the stock exchange.
In accordance with article 13.1 of the rewritten text of the Spanish Companies Act, Group companies that are single shareholder companies are entered as such on the Companies Register.
The recoverable amount of the groups and companies in which the Company has interests is determined on the basis of the higher of fair value less costs of disposal and value in continuing use. These calculations use cash flow projections based on finance budgets and/or strategic plans, approved by management, for the cash-generating units to which goodwill has been allocated and cover a period of five years. These projections are adjusted based on the degree of compliance with the strategic plans and/or financial budgets in prior years. The estimated growth rate is between 1.92% and 2.95% (between 1.92% and 2.99% in 2024) and does not exceed the medium to long-term growth rate for the markets in which the CGUs operate. The discount rates after taxes used range from 8.8% to 13.3% (from 8.21% to 12.94% in 2024). However, this recoverable value is analysed from an individual perspective for each of the directly and indirectly held investees of the Company, based on the forecast evolution of each investee in line with the average projections and discount rates used for the CGUs, taking into account their borrowings.
The Group's market capitalisation at 31 December 2025 is €4,450 million (€4,519 million at 31 December 2024).
The Company has not recorded any valuation adjustments in 2025 or 2024.
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b) LOANS TO GROUP COMPANIES
Non-current
At 31 December 2025 and 2024, no loans have been granted to Group companies, except for a €10 thousand security deposit.
Current
Details of current investments in Group companies and associates at 31 December 2025 and 2024 are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Receivables from Group companies under the consolidated tax regime | 8,256 | 5,112 |
| Cash-pooling receivables (Fluidra Commercial, S.A.U.) | 111,578 | 39,101 |
| Receivables from Group companies for current loans | 7 | — |
| 119,841 | 44,213 |
The Company and other Group companies are taxed under the consolidated tax regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the Spanish tax authorities (see Note 21).
Balances receivable from Group companies subject to the consolidated tax regime under this heading are recorded under Receivables from Group companies under the consolidated tax regime (see Note 13).
Cash-pooling debt reflects the company's debtor and creditor balances in the Group's centralised cash-pooling accounts, the head of which is Fluidra Commercial, S.A.U.
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8. NON-CURRENT INVESTMENTS
Details of non-current investments and movement in 2025 and 2024 are as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| Balances at 31.12.24 | Additions | Disposals | Transfers | Balances at 31.12.25 | |
| Other financial assets | 214 | 1 | (3) | — | 212 |
| Carrying amount | 214 | 1 | (3) | — | 212 |
| Thousands of euros | |||||
| Balances at 31.12.23 | Additions | Disposals | Transfers | Balances at 31.12.24 | |
| Other financial assets | 164 | 50 | — | — | 214 |
| Carrying amount | 164 | 50 | — | — | 214 |
Non-current loans to companies and other financial assets, current investments in Group companies and associates (see Note 7) and trade and other receivables (see Note 9) are classified under loans and receivables. There are no significant differences between the fair values and the carrying amounts of these categories.
Other financial assets essentially includes non-current security deposits.
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9. TRADE AND OTHER RECEIVABLES
Details of trade and other receivables are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Receivables, Group companies | 23,763 | 40,597 |
| Other receivables | 139 | 198 |
| Provisions for uncollectibility | (485) | (829) |
| Current income tax assets (see Note 21) | 4,900 | 24,661 |
| Public entities | 4,789 | 5,359 |
| 33,106 | 69,986 |
In 2025, part of the Fluidra Maroc, S.A.R.L.'s overdue debt was paid off, totalling €324 thousand.
In 2024, the overdue receivable of €94 thousand from Fluidra Maroc, S.A.R.L. was impaired, due to the amount being impossible to collect as a result of exchange controls in Morocco.
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10. EQUITY
a) SHARE CAPITAL
At 31 December 2025, Fluidra, S.A.'s share capital consists of 192,129,070 ordinary shares with a par value of €1 each, fully paid up.
The shares are represented by book entries and are established as such by being recorded in the corresponding accounting record. The shares bear the same political and financial rights.
The Company only knows the identity of its shareholders through the information that they provide voluntarily or in compliance with applicable regulations. In accordance with the Company's information, the structure of significant ownership interests at 31 December 2025 and 2024 is as follows:
| OWNERSHIP PERCENTAGE | ||
|---|---|---|
| 31.12.25 | 31.12.24 | |
| ABDE Partners, S.L. | 20.00% | 0.00% |
| Rhône Capital L.L.C. | 11.67% | 11.67% |
| Schwarzsee 2018, S.L. | 8.85% | 7.41% |
| G3T, S.L. | 5.73% | 5.73% |
| Boyser, S.R.L. | 2.81% | 7.80% |
| Capital Research and Management Company | 2.60% | 5.31% |
| Dispur, S.L. | 2.38% | 7.33% |
| Edrem, S.L. | 1.93% | 6.93% |
| Aniol, S.L. | 1.23% | 6.23% |
| Other shareholders | 42.80% | 41.59% |
| 100.00% | 100.00% |
b) SHARE PREMIUM
The reserve can be freely distributed, except for the situations stipulated in section c.
c) RESERVES
The breakdown of this heading is as follows:
| Thousands of euros | ||
|---|---|---|
| Balances at 31.12.25 | Balances at 31.12.24 | |
| Legal reserve | 39,125 | 39,125 |
| Amortised capital reserve | 3,500 | 3,500 |
| Voluntary reserve | 93,811 | 60,155 |
| Negative reserves | — | — |
| 136,436 | 102,780 |
i) Legal reserve
Pursuant to article 274 of the Spanish Companies Act, 10% of profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital.
This reserve can be used to increase capital by the amount exceeding 10% of the new capital after the increase. Otherwise, until it exceeds 20% of share capital and provided there are no sufficient available reserves, the legal reserve may only be used to offset losses.
At 31 December 2025 and 2024, the legal reserve is fully funded.
ii) Amortised capital reserve
As a result of the aforementioned capital reduction in 2022, a restricted reserve for amortised capital has been allocated for an amount equal to the nominal amount of amortised shares, i.e. €3,500 thousand.
d) DIVIDENDS
According to the minutes of the Company's general shareholders' meeting held on 7 May 2025, agreement was made to pay a cash dividend charged to freely available voluntary reserves for a gross amount of €0.60 per eligible Company share, resulting in a total dividend of €113,935,455 if the distribution were to be made on all of the Company's ordinary shares. This dividend was distributed in two payments on 2 July 2025 and 3 December 2025.
According to the minutes of the Company's general shareholders' meeting held on 8 May 2024, agreement was made to pay a cash dividend charged to freely available voluntary reserves for a gross amount of €0.55 per eligible Company share, resulting in a total dividend of €104,412,175 if the distribution were to be made on all of the Company's ordinary shares. This dividend was distributed in two payments on 3 July 2024 and 3 December 2024.
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e) TREASURY SHARES
Movement in treasury shares in 2025 and 2024 is as follows:
| Euros | |||
|---|---|---|---|
| Number | Nominal amount | Average acquisition/disposal price | |
| Balances at 1.1.24 | 2,308,765 | 2,308,765 | 18.2587 |
| Acquisitions | 5,007,687 | 5,007,687 | 21.7402 |
| Disposals | (5,030,840) | (5,030,840) | (21.7098) |
| Balances at 31.12.24 | 2,285,612 | 2,285,612 | 22.0541 |
| Acquisitions | 4,769,435 | 4,769,435 | 22.6349 |
| Disposals | (4,816,873) | (4,816,873) | (22.3478) |
| Balances at 31.12.25 | 2,238,174 | 2,238,174 | 22.8767 |
The time and maximum percentage limits of treasury shares meet the statutory limits.
None of the Group companies own any Parent company shares.
f) PROPOSED DISTRIBUTION OF RESULTS
The allocation of the Company's results for the year ended 31 December 2024, approved by shareholders at their general meeting on 8 May 2024, and the proposed distribution of the Company's 2025 results are as follows:
| Euros | ||
|---|---|---|
| 2025 | 2024 | |
| Basis of allocation: | ||
| Profit/(loss) for the year | 167,306,535.63 | 144,210,876.80 |
| Distribution: | ||
| To the legal reserve | — | — |
| To voluntary reserves | 43,877,453.23 | 30,304,801.80 |
| To negative reserves | — | — |
| To interim dividend | — | — |
| To prior years' losses | — | — |
| Dividends | 123,429,082.40 | 113,906,075.00 |
| Total | 167,306,535.63 | 144,210,876.80 |
Fluidra, S.A.'s board of directors shall propose a dividend of €0.65 per share to the general shareholders' meeting, charged to profit/(loss) for the year.
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FINANCIAL REPORT
FLUIDRA
11. PROVISIONS
A breakdown of other provisions is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Provisions for taxes | 14,159 | 14,159 |
| Provisions for obligations with employees | 1,003 | 737 |
| Litigation and other liabilities | — | 5 |
| Total | 15,162 | 14,901 |
Non-current provisions are broken down into three headings: Provisions for taxes to cover potential risks related to tax obligations; Provisions for obligations to employees recorded in accordance with employment legislation to cover potential future employee compensation and benefits; and Provisions for litigation and other liabilities, which includes provisions recorded in connection with contingencies arisen as a result of the Company's activities.
Movement during 2025 and 2024 is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| Provision for employee obligations | Litigation and other liabilities | Provision for taxes | Total | |
| At 1 January 2024 | 604 | 5 | 13,185 | 13,794 |
| Allocation | 133 | — | 1,256 | 1,389 |
| Amount utilised | — | — | (282) | (282) |
| At 31 December 2024 | 737 | 5 | 14,159 | 14,901 |
| Allocation | 266 | — | — | 266 |
| Amount utilised | — | (5) | — | (5) |
| At 31 December 2025 | 1,003 | — | 14,159 | 15,162 |
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12. OTHER MARKETABLE SECURITIES
In order to reduce finance costs and diversify sources of financing, Fluidra, S.A. set into action a promissory notes scheme on the Alternative Fixed Income Market (MARF). On 1 July 2025, the scheme was extended for a further year for €200 million. There is no debt at 31 December 2025 or 31 December 2024.
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13. DEBT WITH GROUP COMPANIES AND ASSOCIATES
The breakdown of this heading is as follows:
| Thousands of euros | ||
|---|---|---|
| Balances at 31.12.25 | Balances at 31.12.24 | |
| Debt with Group companies | 2,029 | 2,391 |
| Payables to Group companies under the consolidated income tax regime | 4,368 | 24,635 |
| 6,397 | 27,026 |
The Company and other Group companies are taxed under the consolidated tax regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the Spanish tax authorities.
Balances payable to the Group companies subject to the consolidated tax regime are recorded as Payables to Group companies under the consolidated tax regime (see Note 21).
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14. TRADE AND OTHER PAYABLES
A breakdown of this caption in the consolidated statement of financial position is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Payables | 22,745 | 23,973 |
| Public entities | 6,136 | 5,192 |
| Salaries payable | 7,464 | 6,709 |
| Current income tax liabilities | ||
| (see Note 21) | 1,710 | 791 |
| 38,055 | 36,665 |
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15. RISK MANAGEMENT POLICY
The Company's activities are exposed to various financial risks: market risk (currency risk, fair value interest rate risk and price risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company focuses its risk management on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks.
Market, liquidity, foreign exchange and interest rate risk management is monitored by the Group's Central Finance Department in accordance with the policies defined by the Group. This department identifies, evaluates, and covers financial risks in close collaboration with the Group's operating units.
Credit risk is managed centrally by the Company in accordance with the parameters set out in Group policies.
a) CREDIT RISK
Credit risk exists when a potential loss may arise from Fluidra, S.A.'s counterparties not meeting their contractual obligations, that is, due to not collecting the financial assets according to the established amounts and time frame.
The accompanying table shows the ageing analysis of Trade and other receivables which are past due but not impaired at 31 December 2025 and 2024, as they are mainly debts with Group companies.
| 2025 | 2024 | |
|---|---|---|
| Not due | 13,424 | 39,426 |
| Past due | 9,993 | 540 |
| 0 - 90 days | 8,553 | 385 |
| 90 - 120 days | 319 | 24 |
| More than 120 days | 1,121 | 131 |
b) LIQUIDITY RISK
Liquidity risk is the possibility that Fluidra, S.A. will not have sufficient funds or access to sufficient funds at an acceptable cost to meet its payment obligations at all times.
The Company applies a prudent policy to cover its liquidity risks based on having sufficient cash and marketable securities, as well as sufficient financing through credit facilities, to settle market positions. Due to the dynamic nature of the underlying businesses, the Group's finance department aims to maintain sufficient headroom on its undrawn committed borrowing facilities.
During the next few months, and based on its cash flow forecasts, the Company does not expect any difficulties in terms of liquidity.
c) FOREIGN CURRENCY RISK
The Company is not significantly exposed to foreign currency risk.
d) CASH FLOW INTEREST RATE RISK
The income and cash flows from operating activities are not significantly affected by fluctuations in market interest rates.
There are no significant cash flow interest rate risks.
The Company manages cash flow interest rates in coordination with the Group.
e) MARKET RISK
The Company is not exposed to significant market risk.
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16. INCOME AND EXPENSE
a) REVENUE
Revenue in 2025 and 2024 relates to services rendered to Group companies and dividends (see Note 18).
b) PERSONNEL EXPENSE
Details of the personnel expense in 2025 and 2024 are as follows:
| Thousands of euros | ||
|---|---|---|
| 31.12.25 | 31.12.24 | |
| Salaries, wages and indemnities | 49,080 | 37,739 |
| Social Security payable by the company | 9,473 | 8,235 |
| Payments to personnel in equity instruments | 2,502 | 2,666 |
| Other employee benefits expense | 1,134 | 895 |
| 62,189 | 49,535 |
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17. EMPLOYEE INFORMATION
The average headcount in 2025 and 2024 of the Company's personnel and directors, distributed by category, is as follows:
| 31.12.25 | 31.12.24 | |
|---|---|---|
| Directors(*) | 14 | 14 |
| Executives | 19 | 18 |
| Managers | 59 | 51 |
| Professional workers | 147 | 146 |
| Technicians | 315 | 259 |
| Administrative and support staff | 74 | 58 |
| 628 | 546 |
(*) The Directors category includes two senior managers in 2025 and one in 2024.
At year end, the distribution by gender of personnel and directors is as follows:
| 31.12.25 | 31.12.24 | |||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Directors (*) | 8 | 6 | 10 | 4 |
| Executives | 15 | 3 | 17 | 3 |
| Managers | 43 | 19 | 37 | 16 |
| Professional workers | 96 | 56 | 99 | 50 |
| Technicians | 189 | 126 | 179 | 113 |
| Administrative and support staff | 32 | 46 | 28 | 36 |
| 383 | 256 | 370 | 222 |
(*) The Directors category includes two senior manager in 2025 and one in 2024.
The average number of employees with a disability equal to or greater than 33% during 2025 is 5, with 3 from the "Professional workers" category, 1 from the "Technicians" category and 1 from the "Administrative staff" category.
The average number of employees with a disability equal to or greater than 33% in 2024 is 4, with 3 from the "Professional workers" category and 1 from the "Technicians" category.
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FINANCIAL REPORT
FLUIDRA
18. TRANSACTIONS WITH GROUP COMPANIES AND ASSOCIATES
Details of key transactions with Group companies and associates are as follows:
| Thousands of euros | ||
|---|---|---|
| 31.12.25 | 31.12.24 | |
| Income | ||
| Dividends | 215,153 | 179,346 |
| Services rendered | 61,402 | 81,876 |
| Non-trading income | 13,265 | 8,905 |
| Interest income | 1,827 | 1,695 |
| Total income | 291,647 | 271,822 |
| Expenses | ||
| Expenses for services received | 5,090 | 6,178 |
| Interest expense | 935 | 1,962 |
| Total costs | 6,025 | 8,140 |
Details of the dividends recorded in 2025 and 2024 are as follows:
| Thousands of euros | ||
|---|---|---|
| 31.12.25 | 31.12.24 | |
| Fluidra Commercial, S.A.U. | 215,153 | 179,346 |
| 215,153 | 179,346 |
The Company only receives dividends from the subsidiary Fluidra Commercial, S.A.U. (formerly Fluidra Finco, S.L.U.).
The Services rendered income caption includes the necessary and recurrent services rendered by Fluidra, S.A. to the Group companies in the field of management and administration. The main services included fall under the following areas: Chairperson, Board of Directors and CEO, General Director of Operations, Internal Auditing, Finance, Investor Relations, Legal Services, Tax, Investments and Acquisitions, Human Resources, Supply Chain, IT Systems, Communication and Marketing, Lean Management, Procurement, E-Business, Planning and Analysis, General Division Management, General Services (telephony, travel and insurance) and Technical Office and Sales Support.
Expenses for services received includes the services rendered by Group companies, specifically Zodiac Pool Solutions LLC, to provide the services provided by Fluidra, S.A. described in previous paragraphs.
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19. INFORMATION ON THE DIRECTORS
a) REMUNERATION AND BALANCES WITH THE COMPANY'S DIRECTORS AND SENIOR MANAGEMENT
No advances or loans have been granted to key senior management personnel or directors.
The pay earned by key management personnel and directors of the Company is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Total key management personnel | 4,547 | 3,833 |
| Total Company directors (*) | 3,975 | 4,709 |
(*) At 31 December 2025, a portion of the pay under the Total Company directors heading (€4,709 thousand) is paid by the Parent company (€4,309 thousand in 2024).
Members of the Company's board of directors have earned a total of €1,636 thousand in 2025 (€1,591 thousand in 2024) from the consolidated companies where they are directors. Similarly, the members of the board of directors have received €180 thousand in compensation for travel expenses in 2025 (€157 thousand in 2024).
Additionally, for their executive role, they have received a total of €2,159 thousand in 2025 (€2,960 thousand in 2024). The executive role includes remuneration in kind relating to the share plan, a vehicle and life insurance.
In the year ended 31 December 2025, the Company has taken out life insurance policies and has recognised an expense of €55 thousand (€55 thousand in 2024) to cover survival, death and temporary and permanent incapacity contingencies.
Furthermore, the Company has made contributions to benefit plans of €116 thousand (€91 thousand in 2024).
During the year ended 31 December 2025, the company paid the annual civil liability insurance premiums for directors and executives of the Group for possible damages and/or claims from third parties during the exercise of their duties amounting to €147 thousand (€147 thousand in 2024), with all Group directors and executives, including those of the company, being covered by these policies.
Aside from the above, the Group has no pension plan or life insurance policies for former or current members of the board of directors or key management personnel, nor has it given any guarantees on their behalf.
The Group's key management includes the executives that answer directly to the board of directors or the Company's CEO, as well as the internal auditor.
On 9 June 2022, the general meeting of shareholders approved a new long-term variable remuneration plan for executive directors and the management team of Fluidra, S.A. and the investees comprising the consolidated group, including the payment of Fluidra, S.A. shares.
The 2022-2026 plan covers a five year period from 1 January 2022, with effect from the date of approval of the plan by the general shareholders' meeting, until 31 December 2026, without prejudice to the effective settlement of the plan's last cycle which will take place during June 2027.
The 2022-2026 plan entails the concession of a certain number of PSUs (Performance Share Units) which will be taken as a reference to determine the final number of shares to be paid to the beneficiaries after a certain period of time, provided that certain strategic objectives of the Fluidra Group are met and the requirements set forth in the regulations are fulfilled.
The plan is divided into three independent cycles and will have three grant dates for the target incentive to be received in the event of 100% compliance with the targets to which it is linked, each of which will take place in 2022, 2023 and 2024, respectively.
Each cycle shall have a target measurement period of three years, starting on 1 January of the year in which the cycle starts and ending three years after the start date of the cycle measurement period, i.e. 31 December of the year in which the cycle measurement period ends.
After the end of each cycle's measurement period, the incentive linked to each cycle will be decided and each beneficiary will be entitled to receive the incentive depending on the degree of fulfilment with the objectives set for the relevant cycle.
The incentive linked to each plan cycle will be settled in June of the financial year subsequent to the end of the measurement period, following approval of the annual accounts for the year in which the measurement period of the relevant cycle ends.
In order for the beneficiary to consolidate the right to receive the incentive corresponding to each cycle of the 2022-2026 plan, he/she must remain in the Fluidra Group until the end date of the cycle's measurement period, notwithstanding the special cases of disengagement set out in the regulations, and the objectives to which each cycle of the 2022-2026 plan is linked must be met.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
In particular, the plan's three cycles are linked to the meeting of the following strategic targets;
a) Evolution of the "Total Shareholder Return" (TSR), in absolute terms;
b) Evolution of the Fluidra Group's EBITDA;
c) S&P rating linked to ESG objectives (Environment, Social and Governance).
For the purposes of measuring the evolution of TSR, the initial value shall be taken as the weighted average of Fluidra's share price at the close of the stock market sessions on the thirty days prior to the start date of the first cycle's measurement period, and the final value shall be taken as the weighted average of Fluidra's share price at the close of the stock market sessions on the thirty days prior to the end date of each cycle's measurement period.
The maximum amount earmarked for the plan's three cycles as a whole in the event of 100% compliance with the targets to which it is linked is fixed at €55 million. The maximum number of shares included in the plan shall be the result of dividing the maximum amount allocated to each cycle by the weighted average share price at the close of the stock market sessions on the thirty days prior to the starting date of the relevant cycle's measurement period.
If the maximum number of shares allocated to the plan authorised by the general shareholders' meeting is not sufficient to settle the incentive in shares corresponding to the beneficiaries under each cycle of the plan, Fluidra shall pay in cash the excess incentive that cannot be settled in shares.
At 31 December 2025, the best estimate of the fair value of the second and third cycle in the 2022-2026 plan comes to approximately €20,399 thousand, which will be settled in full in equity instruments. At 31 December 2025, an equity increase was recorded in this respect for the amount of €1,333 thousand (€5,610 thousand at 31 December 2024, in relation to the first, second and third cycles of the 2022-2026 plan).
In July 2025, the first cycle of the 2022-2026 plan was settled and the payment and the relevant tax withholdings were recorded under the Equity-based payments heading for €385 thousand.
On 7 May 2025, the general meeting of shareholders approved a new long-term variable remuneration plan for executive directors and the management team of Fluidra, S.A. and the subsidiaries comprising the consolidated group, including the payment of Fluidra, S.A. shares.
The 2025-2029 plan covers a five year period from 1 January 2025, with effect from the date of approval of the plan by the general shareholders' meeting, until 31 December 2029, without prejudice to the effective settlement of the plan's last cycle which will take place during June 2030.
The 2025-2029 plan entails the concession of a certain number of PSUs (Performance Share Units) which will be taken as a
reference to determine the final number of shares to be paid to the beneficiaries after a certain period of time, provided that certain strategic objectives of the Fluidra Group are met and the requirements set forth in the regulations are fulfilled.
The plan is divided into three independent cycles and will have three grant dates for the target incentive to be received in the event of 100% compliance with the targets to which it is linked, each of which will take place in 2025, 2026 and 2027, respectively.
Each cycle shall have a target measurement period of three years, starting on 1 January of the year in which the cycle starts and ending three years after the start date of the cycle measurement period, i.e. 31 December of the year in which the cycle measurement period ends.
After the end of each cycle's measurement period, the incentive linked to each cycle will be decided and each beneficiary will be entitled to receive the incentive depending on the degree of fulfilment with the objectives set for the relevant cycle.
The incentive linked to each plan cycle will be settled in June of the financial year subsequent to the end of the measurement period, following approval of the annual accounts for the year in which the measurement period of the relevant cycle ends.
In order for the beneficiary to consolidate the right to receive the incentive corresponding to each cycle of the 2025-2029 plan, he/she must remain in the Fluidra Group until the end date of the cycle's measurement period, notwithstanding the special cases of disengagement set out in the Regulations, and the objectives to which each cycle of the 2025-2029 plan is linked must be met in accordance with the following terms and conditions:
- Shareholder value creation targets;
- Financial targets, and
- ESG-linked targets (environment, social and governance).
In particular, the plan's first cycle is linked to the meeting of the following strategic targets;
a) Evolution of the "Total Shareholder Return" of Fluidra (TSR), in absolute terms;
b) Evolution of the Fluidra Group's EBITDA;
c) S&P rating
For the purposes of measuring the evolution of TSR, the initial value shall be taken as the weighted average of Fluidra's share price at the close of the stock market sessions on the thirty days prior to the start date of the first cycle's measurement period, and the final value shall be taken as the weighted average of Fluidra's share price at the close of the stock market sessions on the thirty days prior to the end date of the first cycle's measurement period.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
For the plan's second and third cycles, Fluidra's board of directors, at the proposal of the Appointments and Remuneration Committee, may decide to maintain or amend the metrics, their relative weighting and the degree of attainment set out for the first cycle.
The maximum amount earmarked for the plan's three cycles as a whole in the event of 100% compliance with the targets to which it is linked is fixed at €64 million. The maximum number of shares included in the plan shall be the result of dividing the maximum amount allocated to each cycle by the weighted average share price at the close of the stock market sessions on the thirty days prior to the starting date of the relevant cycle's measurement period. In any case, if 100% of the targets are met, the total number of shares to be paid under the plan to all beneficiaries of the three cycles may not exceed 1.21% of Fluidra's share capital, rising to 2.03% if the maximum degree of attainment is met for the targets.
If the maximum number of shares allocated to the plan authorised by the general shareholders' meeting is not sufficient to settle the incentive in shares corresponding to the beneficiaries under each cycle of the plan, Fluidra shall pay in cash the excess incentive that cannot be settled in shares.
At 31 December 2025, the best estimate of the fair value of the 2025-2029 plan's first cycle comes to approximately €6,858 thousand, which will be settled in full in equity instruments. At 31 December 2025, an equity increase was recorded in this respect for the amount of €1,143 thousand.
b) TRANSACTIONS OTHER THAN ORDINARY BUSINESS OR UNDER TERMS DIFFERING FROM MARKET CONDITIONS CARRIED OUT BY THE DIRECTORS OF THE COMPANY
During 2025 and 2024, the directors of the Company have not carried out any transactions with the Company or with group companies other than those conducted on an arm's length basis in the normal course of business.
c) CONFLICTS OF INTEREST CONCERNING THE DIRECTORS OF THE COMPANY
Neither the Company's directors nor any persons related to them were party to any conflicts of interest requiring disclosure in these notes, pursuant to the provisions of article 229 of the consolidated text of the Spanish Companies Act.
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20. OTHER COMMITMENTS AND CONTINGENCIES
At 31 December 2025 and 2024, the Company has not presented any mortgage guarantees.
At 31 December 2025, the Company has presented guarantees to banks and other companies for €80 thousand (€80 thousand in 2024).
The agreement that includes the Group's long-term loans in both the US dollar (750 million) and euros (450 million) tranches, and the revolving credit facility (€450 million) is signed by the borrowers, Fluidra North America, LLC (formerly Zodiac Pool Solutions LLC), Fluidra Commercial S.A.U. (Formerly Fluidra Finco S.L.U.) and Fluidra Holdings Australia Pty Ltd (Borrowers), as well as by Fluidra S.A. in its capacity as parent company of the Group (Holdings), who are jointly and severally liable for the obligations of said agreement. The following Group companies also act as guarantors (Guarantors), jointly and severally liable if the borrowers breach the agreement: Zodiac Pool Systems LLC, SR Smith LLC, Custom Molded Products LLC, Cover-Pools LLC, Trace Logistics S.A.U., Sacopa S.A.U., Manufacturas Gre S.A.U., I.D. Electroquímica S.L.U, Inquide S.A.U., Fluidra Global Distribution S.L.U., Fluidra Export S.A.U, Fluidra Comercial España S.A.U., Cepex S.A.U., Fluidra Group Australia Pty Ltd, Fluidra Commercial France S.A.S., Zodiac Pool Care Europe S.A.S., Fluidra Industry France S.A.S, Poolweb SAS and ZPES Holdings S.A.S.. As is customary in this type of syndicated financing and in order to meet the personal obligations assumed, the Guarantors have created a collateral package for some of their assets in the four jurisdictions in which they operate, namely Spain, the US, France and Australia, consisting mainly of pledges on shares, intellectual property and certain receivables.
Under Spanish, US and French law, pledges have been signed on certain shares as guarantees in rem to ensure compliance with the financial obligations assumed in the credit agreement. Specifically, senior pledges have been established on shares in the companies mentioned above with registered addresses in Spain, the US and France in favour of the lenders. The pledges established in the US include collection rights to borrowed money and the rights to dividends and other rights linked to these shares.
Under US law, a guarantee in rem agreement has also been signed on intellectual property assets.
Lastly, a security trust deed was signed on the shares in Fluidra Holdings Australia Pty Ltd and Fluidra Group Australia Pty Ltd, and on all current and future goods of any kind at these companies, including all their intellectual property assets.
Appendix I includes details of the carrying amount and capital and reserves of the aforementioned shares that jointly and severally guarantee the long-term loan.
In terms of the intellectual property subject to guarantee, the only carrying amount related to the guarantees granted, as mentioned above, arises from the fair value of the brands identified in the business combination with Zodiac in 2018, and amounts to USD 137,588 thousand.
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FLUIDRA
21. DEFERRED TAXES AND INCOME TAX
During 2025, the Company continues to be taxed under the consolidated tax regime. Fluidra, S.A. is the parent of this consolidated tax group and is responsible for making the relevant payments to the tax authorities. The companies that make up this tax group at the reporting date are: Fluidra Export, S.A., Cepex, S.A.U., Fluidra Commercial, S.A.U., Fluidra Comercial España, S.A.U., I.D.Electroquímica, S.L., Inquide, S.A.U., Fluidra Global Distribution, S.L.U., Sacopa, S.A.U., Talleres del Agua, S.L.U., Trace Logistics, S.A.U., Innodrip, S.L.U. and Manufacturas Gre, S.A.U. Profits calculated in accordance with tax legislation are subject to a 25% tax on the tax base of companies located in Spanish territory where the general tax system is applied.
In 2024, the consolidation scope included Fluidra Export, S.A., Cepex, S.A.U., Fluidra Commercial, S.A.U., Fluidra Comercial España, S.A.U., I.D.Electroquímica, S.L., Inquide, S.A.U., Poltank, S.A.U., Fluidra Global Distribution, S.L.U., Sacopa, S.A.U., Talleres del Agua, S.L.U., Trace Logistics, S.A.U., Unistral Recambios, S.A.U, Innodrip, S.L.U. and Manufacturas Gre, S.A.U.
A reconciliation of the Company's net income and expenses for the year with taxable income at 31 December 2025 and 2024 is as follows:
| Thousands of euros | Total | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | |||||||
| Income statement | Income and expense recognised in equity | ||||||
| Increases | Decreases | Net | Increases | Decreases | Net | ||
| Income and expense for the period | — | — | 167,307 | — | — | — | 167,307 |
| Corporate income tax | — | — | 12,778 | — | — | — | 12,778 |
| Profit/(loss) before tax | 154,529 | 154,529 | |||||
| Permanent differences - ind. company | 1,060 | (204,396) | (203,336) | — | — | — | (203,336) |
| Permanent differences - consolidated tax group | — | — | — | — | — | — | — |
| Temporary differences - ind. company | 26,537 | (5,690) | 20,847 | — | — | — | 20,847 |
| Originating in this year | 26,537 | — | 26,537 | — | — | — | 26,537 |
| Originating in prior years | — | (5,690) | (5,690) | — | — | — | (5,690) |
| Temporary differences - consolidated tax group | — | — | — | — | — | — | — |
| Offsetting of tax loss carryforwards | — | — | — | — | — | — | — |
| Taxable income | (27,960) | (27,960) | |||||
| Thousands of euros | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | |||||||
| Income statement | Income and expense recognised in equity | ||||||
| Increases | Decreases | Net | Increases | Decreases | Net | ||
| Income and expense for the period | — | — | 144,211 | — | — | — | 144,211 |
| Corporate income tax | — | — | 6,711 | — | — | — | 6,711 |
| Profit/(loss) before tax | 137,500 | 137,500 | |||||
| Permanent differences - ind. company | 913 | (170,378) | (169,465) | — | — | — | (169,465) |
| Permanent differences - consolidated tax group | — | — | — | — | — | — | — |
| Temporary differences - ind. company | 17,724 | (3,528) | 14,196 | — | — | — | 14,196 |
| Originating in this year | 17,724 | 17,724 | — | — | — | 17,724 | |
| Originating in prior years | — | (3,528) | (3,528) | — | — | — | (3,528) |
| Temporary differences - consolidated tax group | — | — | — | — | — | — | — |
| Offsetting of tax loss carryforwards | — | — | — | — | — | — | — |
| Taxable income | (17,769) | (17,769) |
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
The individual company's permanent differences relate mainly to the elimination of dividends and other non-deductible expenses.
The temporary differences of the individual company relate mainly to non-tax-deductible provisions, the 50% limit on tax losses (see details below) and the reversal of restrictions on the deductibility of depreciation and amortisation in 2013 and 2014.
Details of deferred tax assets and liabilities by type are as follows:
| Thousands of euros | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Provision for bad debts | 119 | — | — | — | 119 | — |
| 50% limit on offsetting of tax losses (additional provision 19, corporate income tax law) | 16,093 | 11,219 | — | — | 16,093 | 11,219 |
| Provision for employee obligations | 3,629 | 3,219 | — | — | 3,629 | 3,219 |
| Other items | 247 | 342 | — | — | 247 | 342 |
| Total | 20,088 | 14,780 | — | — | 20,088 | 14,780 |
Taking effect in 2023, 2024 and 2025, additional provision number 19 of the Spanish corporate income tax law (Law 27/2014) limits the offsetting of individual tax losses of each company within a Spanish tax group to 50%. As a result of this measure, the Company has recorded €16,093 thousand (€11,219 thousand in the previous year) which, in accordance with the regulatory text, will be reversed on a straight-line basis over the 10 years following its application.
The breakdown of changes by type of deferred tax asset and liability is as follows:
| Thousands of euros | |||||
|---|---|---|---|---|---|
| 31.12.24 | Losses and gains | Equity | Other | 31.12.25 | |
| 50% limit on offsetting of tax losses (additional provision 19, corporate income tax law) | 11,219 | 4,846 | — | 28 | 16,093 |
| Provision for employee obligations | 3,219 | 410 | — | — | 3,629 |
| Other items | 342 | (44) | — | 68 | 366 |
| Total | 14,780 | 5,212 | — | 96 | 20,088 |
| Thousands of euros | |||||
| --- | --- | --- | --- | --- | --- |
| 31.12.23 | Losses and gains | Equity | Other | 31.12.24 | |
| 50% limit on offsetting of tax losses (additional provision 19, corporate income tax law) | 8,407 | 2,748 | — | 64 | 11,219 |
| Provision for employee obligations | 2,589 | 636 | — | (6) | 3,219 |
| Other items | 200 | 142 | — | — | 342 |
| Total | 11,196 | 3,526 | — | 58 | 14,780 |
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
At 31 December 2025, deferred tax assets of €2,646 thousand are expected to be reversed in the coming 12 months. At 31 December 2024, €1,338 thousand were expected to be reversed.
The breakdown of corporate income tax income is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax for the year | (6,990) | (4,442) |
| Tax deductions | (1,455) | (696) |
| Prior years' adjustments | 745 | 17 |
| Other | 134 | 1,936 |
| Deferred taxes | — | |
| Source and reversal of temporary differences | (5,212) | (3,526) |
| (12,778) | (6,711) |
The reconciliation of current tax with current net income tax liabilities / (assets) is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | 8,445 | 5,138 |
| Liabilities of Group companies under the consolidated tax regime | 4,368 | 19,523 |
| Additional assets of Group companies under the consolidated tax regime | (8,256) | — |
| Minimum global tax forecast | (1,367) | — |
| Current income tax liabilities/(assets) (see Note 9) | 3,190 | 24,661 |
The relationship between income tax expense and profit from continuing operations is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Profit for the year before tax from continuing operations | 154,529 | 137,500 |
| Profit at 25% | 38,632 | 34,375 |
| Dividend exemption | (51,099) | (42,595) |
| Permanent differences | 265 | 252 |
| Tax deductions | (1,455) | (696) |
| Other | 879 | 1,953 |
| Income tax expense/(income) | (12,778) | (6,711) |
Likewise, at 31 December 2025 and 2024, there are no unrecognised tax loss carryforwards pending offset or unused deductions.
The years open to inspection are:
| Tax | Open tax periods |
|---|---|
| Corporate income tax | From 2021 to 2025 |
| Value added tax | From 2022 to 2025 |
| Personal income tax | From 2022 to 2025 |
| Tax on Economic Activities | From 2022 to 2025 |
Tax returns cannot be considered definitive until they have been inspected by the tax authorities or the inspection period of four years has elapsed. Due to different possible interpretations of current fiscal legislation, additional tax liabilities could arise in the event of an inspection. In any case, the Company's directors consider that in the event of additional tax inspections, the possibility that contingent liabilities arise is remote and the additional tax payable, if any, that may derive would not have a significant impact on the Company's annual accounts.
On 6 March 2025, the company received notification from the Spanish tax authorities informing it of the start of a general tax inspection covering 2020 to 2023 corporate income tax, VAT for the February 2021 to January 2025 period, withholdings and payments on account for income earned and income from professional services, and withholdings and payment on account for non-residents and dividend and interest income for the February 2021 to January 2025 period.
The company does not have enough information to estimate the possible financial impact of this inspection. The directors believe, however, that the company has rigorously complied with its tax obligations, in accordance with current legislation and that, as a result, they do not expect this inspection to have a significant impact on the company.
Pillar 2 - Global minimum tax
On 20 September 2022, the European Union approved Directive (EU) 2022/2523 setting out standards to ensure a global minimum level of taxation of $15\%$ for multinational enterprise groups and large-scale domestic groups with annual consolidated income equal to or higher than €750 million, also called Pillar 2.
In Spain, this Directive has been transposed through Law 7/2024 of 20 December, setting out a top-up tax to ensure a global minimum taxation level, among other things, applicable to years beginning on or after 1 January 2024.
The Group has assessed the potential impact of adopting this standard on its consolidated financial statements. As a result of this analysis, the Group has recorded a provision of €716 thousand (€790 thousand in 2024) for estimated top-up tax. A full calculation is required in the following jurisdictions: Hungary, Switzerland, United Arab Emirates, China and Bulgaria. In the other jurisdictions in which the Group operates, it was concluded that no tax would be paid as they fall under the transitional safe harbour rules provided for in the fourth transitional provision of Law 7/2024.
These transitional safe harbour rules seek to simplify adaptation to the Pillar 2 regulations by stipulating that the top-up tax will be zero when one of three conditions are met.
The Group will revisit this assessment at 2026 year-end, taking regulatory changes and current tax criteria applicable in each jurisdiction into consideration.
In accordance with the temporary exemption included in IAS 12, the Group has not recognised deferred tax assets or liabilities relating to the top-up tax arising from application of Law 7/2024.
2025 Annual Financial Report
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2025 ANNUAL ACCOUNTS
FINANCIAL REPORT
FLUIDRA
22. INFORMATION ON LATE PAYMENT TO SUPPLIERS
According to Law 31/2014 of 3 December establishing measures on combating late payment in commercial transactions, the information on late payment to suppliers in Spain is as follows:
| 2025 | 2024 | |
|---|---|---|
| Days | Days | |
| Average payment period to suppliers | 51.77 | 55.60 |
| Transactions paid ratio | 56.51 | 58.17 |
| Transactions payable ratio | 33.47 | 44.46 |
| Amount (thousands of euros) | Amount (thousands of euros) | |
| --- | --- | --- |
| Total payments made | 78,164 | 85,980 |
| Total payments outstanding | 20,257 | 19,855 |
| Monetary amount of invoices paid within the maximum period set out in late payment legislation | 44,834 | 44,638 |
| Payments made within the maximum period as a percentage of total payments made | 57.36% | 51.92% |
| Amount (number of invoices) | Amount (number of invoices) | |
| --- | --- | --- |
| Invoices paid within the maximum period set out in late payment legislation | 4,841 | 3,948 |
| Percentage of total invoices | 69.84% | 66.50% |
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2025 ANNUAL ACCOUNTS
FINANCIAL REPORT
FLUIDRA
23. AUDITORS' AND THEIR GROUP COMPANIES' OR RELATED PARTIES' FEES
Ernst & Young, S.L. have invoiced the following net fees for professional services during the year ended 31 December 2025 and 2024:
| Thousands of euros | ||
|---|---|---|
| 31.12.25 | 31.12.24 | |
| Audit services | 149 | 139 |
| Other assurance services | 150 | 146 |
| Total | 299 | 285 |
Other assurance services for 2025 and 2024 includes: the report on the system of internal control over financial reporting (SCIIF), the review report on non-financial information and sustainability report and the review of the integrated report.
The amounts presented in the table above include all of the fees related to the services rendered in 2025 and 2024, regardless of when they were invoiced.
No other company affiliated with EY, S.L. has invoiced fees for professional services to the Group during the years ended 31 December 2025 or 2024.
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2025 ANNUAL ACCOUNTS FINANCIAL REPORT
FLUIDRA
24. ENVIRONMENTAL ISSUES
Given the company's business activities, at 31 December 2025 and 2024 no significant assets have been earmarked to protect or improve the environment, nor has it incurred any major expenses of an environmental nature during either year.
The Company's board of directors considers that there are no significant contingencies in connection with protecting and improving the environment and that it is not necessary to recognise any provisions for environmental liabilities and charges at year end.
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25. SUBSEQUENT EVENTS
On 19 December 2025, an agreement was signed for the purchase of 100% of Variopool Holding BV (Variopool). Variopool has its headquarters in the Netherlands and specialises in designing, producing and installing moveable walls and floors for pools, water parks and underwater windows with business projects worldwide. Variopool employs approximately 65 people. Sales of around €25 million and EBITDA of around €3.5 million are expected in 2025. The price will be paid in two instalments; one when the transaction is completed, which is expected to happen in the first quarter of 2026, and another one in 2027.
This transaction strengthens Fluidra's position in the commercial pool segment, with Variopool's products perfectly complementing Fluidra's current portfolio.
2025 Annual Financial Report
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2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
APPENDIX I
FLUIDRA, S.A.
INFORMATION ON GROUP COMPANIES
31 DECEMBER 2025
| Name | % of interest | Euros | |||||
|---|---|---|---|---|---|---|---|
| Address | Ind | Capital and share premium | Reserves | Profit/(loss) for the year | Interim dividend | Total capital and reserves Carrying amount | |
| Details of subsidiaries FLUIDRA COMMERCIAL, S.A.U. | 100% | 142,690,175 | 1,384,897,956 | 234,180,477 | (100,000,000) | 1,661,768,608 | |
| AO ASTRAL SNG | 90% | 194,936 | 3,027,141 | 470,457 | — | 3,692,534 | |
| ASTRAL AQUADESIGN LIMITED LIABILITY COMPANY | 58,50% | 11,873 | 1,024,456 | 441,413 | — | 1,477,742 | |
| ASTRAL BAZENOVE PRISLUSENTSVI, S.R.O. | 100% | 71,395 | 2,481,089 | 841,423 | — | 3,393,907 | |
| FLUIDRA INDIA PRIVATE LIMITED | 100% | 360,201 | 932,473 | 1,529,832 | — | 2,822,506 | |
| ASTRALPOOL CYPRUS, LTD | 100% | 1,000 | 1,900,165 | 522,106 | — | 2,423,271 | |
| ASTRALPOOL HONGKONG, CO., LIMITED | 100% | 994 | (206,423) | 205,664 | — | 235 | |
| FLUIDRA SWITZERLAND, S.A. | 100% | 922,085 | 409,478 | (460,312) | — | 871,251 | |
| ASTRALPOOL UK LIMITED | 100% | 51,603 | 2,041,278 | 1,250,231 | — | 3,343,112 | |
| CERTIKIN INTERNATIONAL, LIMITED | 100% | 1,500,003 | 9,556,748 | 1,476,161 | — | 12,532,912 | |
| FLUIDRA INDIA PRIVATE LIMITED | 100% | 360,201 | 932,473 | 1,529,832 | — | 2,822,506 | |
| FLUIDRA ADRIATIC D.O.O. | 100% | 10,060 | 1,067,492 | 559,965 | — | 1,637,517 | |
| FLUIDRA BALKANS JSC | 61,16% | 216,354 | (1,040,965) | 3,051,974 | — | 2,227,363 | |
| FLUIDRA BRASIL INDÚSTRIA E COMÉRCIO LTDA | 100% | 20,414,607 | (9,194,852) | 1,488,823 | (854,407) | 11,854,171 | |
| VEICO.COM.BR INDÚSTRIA E COMÉRCIO LTDA | 100% | 794,821 | (927,778) | (10,138) | — | (143,095) | |
| FLUIDRA CHILE, S.A. | 100% | 2,746,066 | (825,872) | 291,866 | — | 2,212,060 | |
| FLUIDRA COLOMBIA, S.A.S | 100% | 1,743,491 | (487,209) | 162,365 | — | 1,418,647 | |
| FLUIDRA COMERCIAL ESPAÑA, S.A.U. | 100% | 1,202,072 | 18,531,533 | 12,759,014 | — | 32,492,619 | |
| FLUIDRA EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY | 100% | 70,757 | 4,264,227 | 527,381 | — | 4,862,365 | |
| W.I.T. EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY | 100% | 1,045,059 | (919,700) | 467,375 | — | 592,734 | |
| FLUIDRA EXPORT, S.A.U. | 100% | 601,000 | 1,748,026 | 2,641,255 | — | 4,990,281 | |
| FLUIDRA (THAILAND) CO., LTD | 100% | (10) | 580,680 | 1,803,181 | 632,776 | 3,016,637 |
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
| Name | % of interest | Euros | |||||
|---|---|---|---|---|---|---|---|
| Address | Ind | Capital and share premium | Reserves | Profit/(loss) for the year | Interim dividend | Total capital and reserves Carrying amount | |
| FLUIDRA INDONESIA PT. | 100% | 1,870,547 | 531,707 | (164,376) | 2,237,878 | ||
| FLUIDRA TUNISIE, S.A.R.L. | 100% | 67,016 | 63,209 | 12,533 | 142,758 | ||
| FLUIDRA GLOBAL DISTRIBUTION, S.L.U. | 100% | 1,753,100 | 9,460,809 | 20,711,704 | — | 31,925,613 | |
| FLUIDRA HELLAS, S.A. | 96,96% | 3,768,050 | 1,572,000 | 3,432,212 | — | 8,772,262 | |
| FLUIDRA HOLDINGS SOUTH AFRICA PTY LTD | 100% | 25,633,166 | 7,535,019 | (591) | — | 33,167,594 | |
| FLUIDRA WATERLINX PTY, LTD | 100% | (11) | 25,073,684 | (1,095,358) | 1,708,256 | — | 25,686,582 |
| FLUIDRA INDONESIA PT. | 100% | 1,870,547 | 531,707 | (164,376) | — | 2,237,878 | |
| FLUIDRA KAZAKHSTAN LIMITED LIABILITY COMPANY | 70% | 47,250 | 788,804 | 328,395 | — | 1,164,449 | |
| FLUIDRA MAGYARORSZÁG KFT. | 95% | 5,670,959 | (1,422,576) | 464,087 | — | 4,712,470 | |
| FLUIDRA MALAYSIA SDN.BHD. | 100% | 364,620 | 506,935 | 3,013 | — | 874,568 | |
| FLUIDRA MAROC, S.A.R.L. | 100% | 311,143 | 3,456,374 | 2,909,747 | — | 6,677,264 | |
| FLUIDRA MEXICO, S.A. DE C.V. | 100% | 3,358,504 | 1,866,957 | (469,025) | — | 4,756,436 | |
| FLUIDRA MIDDLE EAST FZE | 100% | 211,231 | 15,298,847 | 8,671,021 | — | 24,181,099 | |
| FLUIDRA MONTENEGRO DOO | 60% | 10,000 | 545,962 | 94,738 | — | 650,700 | |
| FLUIDRA ÖSTERREICH GMBH "SSA" | 98,50% | 1,158,434 | 7,207,573 | 116,525 | — | 8,482,532 | |
| FLUIDRA POLSKA, SP. Z.O.O. | 100% | 95,376 | 1,316,299 | 299,886 | — | 1,711,561 | |
| FLUIDRA COMERCIAL PORTUGAL UNIPESSOAL, LDA | 100% | (9) | 1,375,641 | 6,876,696 | 2,467,925 | — | 10,720,262 |
| FLUIDRA ROMANIA S.A. | 66,66% | 50,000 | 666,354 | 455,823 | — | 1,172,177 | |
| FLUIDRA SERBICA, D.O.O. BEOGRAD | 60% | 10,000 | 811,711 | 425,149 | — | 1,246,860 | |
| FLUIDRA COMMERCIALE ITALIA, S.P.A. | 100% | 1,060,000 | 10,654,042 | 8,714,674 | — | 20,428,716 | |
| FLUIDRA SINGAPORE, PTE LTD | 100% | 238,473 | 1,630,314 | (66,115) | — | 1,802,672 | |
| FLUIDRA NORDIC AB | 100% | 5,768 | 48,180 | 550,820 | — | 604,768 | |
| FLUIDRA THAILAND CO., LTD | 100% | (10) | 580,680 | 1,803,181 | 632,776 | — | 3,016,637 |
| FLUIDRA TR SU VE HAVUZ EKIPMANLARI AS | 51% | 169,192 | 3,458,474 | (524,819) | — | 3,102,847 | |
| FLUIDRA VIETNAM LTD | 100% | 119,209 | 339,756 | 39,601 | — | 498,566 | |
| FLUIDRA BENELUX, B.V. | 100% | (2)(3) | 323,528 | 12,924,861 | 1,598,601 | — | 14,846,990 |
| YA SHI TU SWIMMING POOL EQUIPMENT (SHANGAI) CO, LTD | 100% | 801,781 | 3,846 | (1,036,623) | — | (230,996) | |
| FLUIDRA DEUTSCHLAND GMBH | 100% | 3,962,512 | 96,033 | (575,789) | — | 3,482,756 | |
| FLUIDRA HOLDINGS AUSTRALIA PTY LTD | 100% | 131,949,901 | (101,447,777) | 12,345,387 | (16,079,310) | 26,768,201 | |
| SRS AUSTRALIA PTY LTD | 100% | 186,763 | (873,729) | 686,966 | — | — | |
| SUNBATHER PTY LTD | 100% | 4,380 | 2,819,143 | (222,619) | — | 2,600,904 | |
| FLUIDRA GROUP AUSTRALIA PTY LTD | 100% | 20,509,253 | 15,560,537 | 15,835,772 | — | 51,905,562 |
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
| Name | % of interest | Euros | |||||
|---|---|---|---|---|---|---|---|
| Address | Ind | Capital and share premium | Reserves | Profit/(loss) for the year | Interim dividend | Total capital and reserves Carrying amount | |
| FLUIDRA N.Z., LIMITED | 100% | 59 | 1,064,313 | 36,951 | — | 1,101,323 | |
| POOLTRACKR PTY LTD | 100% | (4) | 113 | (160,626) | (172,942) | — | (333,455) |
| FLUIDRA TUNISIE, S.A.R.L. | 100% | 67,016 | 63,209 | 12,533 | — | 142,758 | |
| FLUIDRA BH D.O.O. BIJELJINA | 60% | 10,035 | 580,724 | 841,733 | — | 1,432,492 | |
| CEPEX S.A.U. | 100% | 11,037,930 | 15,425,013 | (1,574,137) | — | 24,888,806 | |
| SACOPA, S.A.U. | 100% | 601,000 | 20,294,037 | 3,816,139 | — | 24,711,176 | |
| I.D. ELECTROQUÍMICA, S.L.U. | 100% | 5,022 | 6,233,957 | 1,422,170 | — | 7,661,149 | |
| INQUIDE, S.A.U. | 100% | 10,293,709 | 13,022,077 | 3,650,065 | — | 26,965,851 | |
| FLUIDRA SI D.O.O. | 60% | 30,000 | 163,742 | 42,098 | — | 235,840 | |
| SWIM & FUN SCANDINAVIA Aps | 100% | 16,792 | 4,338,143 | 606,345 | — | 4,961,280 | |
| AQUACONTROL, GESELLSCHAFT FÜR MEß-, REGEL- UND STEUERUNGSTECHNIK ZUR WASSERAUFBEREITUNG GMBH | 100% | 66,600 | 567,898 | (268,909) | — | 365,589 | |
| NINGBO DONGCHUAN SWIMMING POOL EQUIPMENT CO., LTD | 70% | 905,369 | 6,609,378 | 2,012,928 | — | 9,527,675 | |
| TALLERES DEL AGUA, S.L.U. | 100% | 2,203,753 | (1,013,163) | 30,358 | — | 1,220,948 | |
| MANUFACTURAS GRE, S.A.U. | 100% | 445,343 | 12,776,820 | 2,152,737 | — | 15,374,900 | |
| TRACE LOGISTICS, S.A.U. | 100% | 4,509,000 | 831,985 | 1,045,914 | — | 6,386,899 | |
| TRACE LOGISTICS NORTH BV | 100% | 30,000 | (103,373) | 153,104 | — | 79,731 | |
| INNODRIP, S.L.U. | 100% | 760,000 | 1,766,942 | (1,307,794) | — | 1,219,148 | |
| FLUIDRA NORTH AMERICA LLC | 100% | 295,454,402 | (326,497,055) | 175,083,384 | (132,579,105) | 11,461,626 | |
| ZODIAC POOL SYSTEMS CANADA, INC. | 100% | 4,377,616 | 905,359 | 674,410 | — | 5,957,385 | |
| ZODIAC POOL SYSTEMS LLC | 100% | 79,255,428 | (62,516,174) | 222,509,722 | — | 239,248,976 | |
| COVER-POOLS INCORPORATED | 100% | 470,118 | 19,783,546 | 6,607,742 | — | 26,861,406 | |
| FLUIDRA LATAM EXPORT LLC | 100% | 178,659 | 1,596,137 | 835,557 | — | 2,610,353 | |
| FLUIDRA USA, LLC | 100% | 4,955,885 | (2,152,707) | (1,634,212) | — | 1,168,966 | |
| CUSTOM MOLDED PRODUCTS LLC | 100% | 52,630,267 | (40,241,335) | (333,500) | — | 12,055,432 | |
| CUSTOM MOLDED PRODUCTS SHANGAI INC. | 100% | 5,777,424 | 2,195,479 | 1,170,901 | — | 9,143,804 | |
| S.R. SMITH, LLC | 100% | — | 33,010,574 | (17,015,639) | — | 15,994,935 | |
| TAYLOR WATER TECHNOLOGIES LLC | 100% | (1,254,940) | 8,102,099 | 9,339,877 | — | 16,187,036 | |
| ZPES HOLDING SAS | 100% | 193,853,247 | 59,170,876 | 10,475,472 | — | 263,499,595 | |
| ZODIAC POOL CARE EUROPE SAS | 100% | 6,884,265 | 44,267,502 | 5,537,098 | — | 56,688,865 | |
| ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO., LTD. | 100% | 77,621 | 664,025 | (110,171) | — | 631,475 | |
| FLUIDRA INDUSTRY FRANCE, S.A.S. | 100% | 2,050,000 | 1,843,348 | 1,796,842 | — | 5,690,190 | |
| PISCINES TECHNIQUES 2000, S.A.S. | 100% | 1,062,169 | 570,413 | 51,643 | — | 1,684,225 |
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
| Name | % of interest | Euros | ||||||
|---|---|---|---|---|---|---|---|---|
| Details of subsidiaries | Address | Ind | Capital and share premium | Reserves | Profit/(loss) for the year | Interim dividend | Total capital and reserves | Carrying amount |
| FLUIDRA COMMERCIAL FRANCE, S.A.S. | 100% | 13,307,294 | 5,533,055 | 8,399,028 | — | 27,239,377 | 70,739,190 | |
| POOLWEB, SAS | 100% | 37,000 | 339,821 | 1,381,650 | — | 1,758,471 | 125,225 | |
| FLUIDRA BELGIQUE, S.R.L. | 100% | 162,920 | 1,414,723 | 303,853 | — | 1,881,496 | 6,200,000 | |
| BAC pool systems Holding AG | 100% (4) | 1,061,458 | 175,879 | (40,663) | — | 1,196,674 | 19,093,535 | |
| BAC pool systems AG | 100% (4) | 3,184,375 | 2,860,025 | 6,022,381 | — | 12,066,781 | 3,219,575 | |
| BAC pool systems GmbH | 100% (4) | 25,000 | 3,587,724 | 47,332 | — | 3,660,056 | 2,301,382 | |
| FLUIDRA GLOBAL DISTRIBUTION ITALY, S.R.L. | 100% (5) | 10,000 | — | (463,184) | — | (453,184) | 10,000 | |
| List of associates consolidated using the equity method | ||||||||
| ASTRAL NIGERIA, LTD | 25% (1) | |||||||
| ASPIRE POLYMERS PTY. LTD | 50% | |||||||
| BLUE FACTORY S.R.L. | 17% | |||||||
| AIPER, Inc. | 27% (12) | |||||||
| List of companies consolidated at cost | ||||||||
| DISCOVERPOOLS COM, INC. | 11% | |||||||
| SWIM-TEC GmbH | 25% (1) |
(1) Companies belonging to the Fluidra Commercial, S.A. and subsidiaries subgroup.
(2) Company previously called Sibo Fluidra Netherlands B.V.
(3) Fluidra Benelux, B.V. owns 100% of share capital in the German company SIBO GmbH.
(4) Companies acquired during the current year.
(5) Companies incorporated during the current year.
(6) 25% of the company owned by Fluidra Deutschland, GmbH.
(7) In 2025, the following company was disposed of: Ecohídrica, Tecnologias da água LDA.
(8) In 2025, the following company was wound up: Fabtronics Australia PTY LTD
(9) Company absorbing NCWG sistemas de gestão de Água, LDA, Dini & Lulio, LDA and Kreative Techk, LDA.
(10) Company previously called Astrapool (Thailand) Co. Ltd.
(11) In 2025, Fluidra Waterlinx, PTY LTD executed two purchase agreements, acquiring Power Plastics proprietary limited and Power Plastic Trading Propietary Limited, which are engaged in the manufacture and sale of industrial covers and pools.
(12) In 2025, Fluidra Commercial S.A.U acquired 27% of shares in Aiper Inc via a capital increase and jointly controls the company.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
DETAILS OF THE CORPORATE NAME AND PURPOSE OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES DIRECTLY OR INDIRECTLY OWNED
Subsidiaries accounted for using the full consolidation method
- AO Astral SNG, domiciled in Moscow (Russia), is mainly engaged in the marketing of swimming-pool materials.
- Aquacontrol, Gesellschaft für meß-, regel- und steuerungstechnik zur wasseraufbereitung gmbh, domiciled in Haan (Germany), is essentially engaged in the production and distribution of measuring, control and regulation equipment for pools, water systems and wastewater of all kinds.
- Astral Aqua Design Limited Liability Company, domiciled in Moscow (Russia), is mainly engaged in the distribution, design, installation and project management of fountains and ponds.
- Astral Bazénové Prislusentsvi, S.R.O., domiciled in Modletice - Doubravice (Czech Republic), is mainly engaged in the production and sale of chemical substances and other chemical products classified as toxic and very toxic.
- Astralpool Cyprus, LTD, domiciled in Limassol (Cyprus), is mainly engaged in the distribution of pool-related products.
- Astralpool Hongkong, CO., Limited, domiciled in Wang Chai (Hong Kong), is mainly engaged in the marketing of pool, water treatment and irrigation products.
- Astralpool UK Limited, domiciled in Fareham (England), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
- Bac pool Systems Holding AG, domiciled in Oftringen (Switzerland), is engaged in the purchase, sale and management of shares and the provision of management services to other companies in Switzerland and abroad.
- Bac pool Systems AG, domiciled in Oftringen (Switzerland), is mainly engaged in the development, marketing and distribution of pool equipment and related products.
- Bac pool Systems GMBH, domiciled in Ettlingen (Germany), is mainly engaged in the production, planning and marketing of covers, accessories and solar technology for pools.
-
Cepex S.A.U., domiciled in La Garriga (Barcelona, Spain), is mainly engaged in the manufacture and distribution of plastic material by injection systems or similar and, in particular, plastic parts for valves and the manufacture of plastic injection molds.
-
Certikin International, Limited, domiciled in Witney Oxford (England), is engaged in the marketing of swimming-pool products.
- Cover-Pools LLC, domiciled in West Valley City (USA), is mainly engaged in the manufacture and distribution of automatic pool covers.
- Custom Molded Products Shanghai, Inc., domiciled in Shanghai (China), is essentially engaged in the sale of bathroom equipment, plastic products, rubber products, electronic products and metal materials, as well as the import and export of goods and technology.
- Custom Molded Products, LLC, domiciled in Newnan, Georgia (United States), is engaged in taking part in any legal act or activity whereby limited liability companies may be created under the law and to engage in any and all activities required or incidental thereto.
- Fluidra Adriatic D.O.O., domiciled in Zagreb (Croatia), is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, products and special equipment for pool and water system maintenance.
- Fluidra Balkans JSC, domiciled in Plovdiv (Bulgaria), is mainly engaged in the purchase, sale and distribution of machinery, equipment, materials, products and special equipment for pool and water system maintenance.
- Fluidra Belgique, S.R.L., domiciled in Gosselies (Belgium), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
- Fluidra Benelux, B.V. (Formerly Sibo Fluidra Netherlands B.V.), domiciled in Veghel (the Netherlands), has as its corporate purpose to act as a wholesale technician and to carry out all activities directly or indirectly related thereto; as well as to incorporate, participate in and direct the management, to have financial interests in other companies; and to provide administrative services. It owns 100% of the share capital of the German company SIBO GmbH.
- Fluidra BH D.O.O. Bijeljina, domiciled in Bijeljina (Bosnia and Herzegovina), is mainly engaged in selling swimming-pool products.
- Fluidra Brasil Indústria e Comércio LTDA, domiciled in Itajaí (Brazil), is mainly engaged in the marketing, import, export and distribution of equipment, products and services for fluid
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
handling, irrigation, swimming-pools and water treatment, as either partner or shareholder in other companies. Rendering of technical assistance services for machines, filters and industrial and electrical and electronic equipment. Rental of machines and industrial and/or electrical and electronic equipment.
- Fluidra Chile, S.A., domiciled in Santiago de Chile (Chile), is mainly engaged in the purchase and sale, assembly, distribution and marketing of swimming-pool, irrigation and water treatment and purification machinery, equipment and products.
- Fluidra Colombia, S.A.S., domiciled in Antioquia (Colombia), is engaged in the purchase and sale, distribution, marketing, import, export of all types of machinery, equipment, components and machinery parts, tools, accessories and products for swimming-pools, irrigation and water treatment and purification in general, built with both metal materials and any type of plastic materials and plastic derivatives.
- Fluidra Comercial España, S.A.U., domiciled in Sant Cugat del Vallès (Barcelona, Spain), is engaged in the manufacture, purchase, sale and distribution of all kinds of machinery, filters, instruments, accessories and specific products for swimming-pools, as well as for the treatment and purification of water in general, irrigation and fluid conduction, made of both metallic materials and all kinds of plastic materials and their transformation; as well as the construction and manufacture of all kinds of elements and products that can be manufactured with fibreglass, metal, vacuum thermoformed materials or injected materials.
- Fluidra Comercial Portugal Unipessoal, Lda. (company absorbing NCWG Sistemas de Gestão de Água, Lda., Dini & Lulio, Lda. and Kreative Techk, Lda.), domiciled in São Domingo da Rana (Portugal), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
- Fluidra Commercial France, S.A.S., domiciled in Perpignan (France), is mainly engaged in the marketing of rotary and centrifugal pumps, electric motors and accessories, and the marketing of equipment for swimming-pools and water treatment.
- Fluidra Commercial, S.A.U., domiciled in Sant Cugat de Vallès (Barcelona, Spain) is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest, among other activities.
-
Fluidra Commerciale Italia, S.P.A., domiciled in Bedizzole (Italy), is engaged in the manufacture, purchase and sale, distribution, marketing, export and import of all types of swimming-pool products.
-
Fluidra Deutschland, GmbH, domiciled in Großostheim (Germany), is engaged in the distribution and sale of pool-related products and accessories.
- 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 Vallès (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.
- Fluidra Global Distribution Italy, S.R.L., domiciled in Castrezzato (Italy), is mainly engaged in managing and organising the distribution and provision of logistics and marketing services, including import and export, freight storage and transport and the management of supply flows.
- Fluidra Global Distribution, S.L.U., domiciled in Sant Cugat del Vallès (Barcelona, Spain) is engaged in the manufacture, purchase and sale and distribution 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 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 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 materials and chemical water, spa and irrigation treatments.
- 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.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
- 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 Semenyih Selangor (Malaysia), is mainly engaged in the marketing of swimming-pool materials.
- 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.
- Fluidra Middle East Fze, domiciled in Jebel Ali (Dubai), is engaged in the marketing of sand, gravel, stones, tiles, flooring materials, swimming-pools, swimming-pool and water treatment equipment and related accessories, water cooling and heating equipment, electronic instruments, pumps, motors, valves and spare parts, as well as fibreglass products.
- 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 North America 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.
- Fluidra Österreich GmbH "SSA", domiciled in Grödig (Austria), is mainly engaged in the marketing of swimming-pool and wellness 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 swimming-pool material.
- 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. (previously called Astralpool (Thailand) Co., Ltd, domiciled in SamutPrakarn (Thailand), is mainly engaged in the marketing of pool, spa and irrigation products.
- 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 object 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.
- 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.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
- 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.
- Innodrip, S.L.U., domiciled in Sant Cugat del Vallès (Barcelona, Spain), is engaged in the rendering of services aimed at the sustainable use of water.
- Inquide, S.A.U., domiciled in Polinyà (Barcelona, Spain), is mainly engaged in the manufacture of chemical products and specialties in general, excluding pharmaceutical products.
- Manufacturas Gre, S.A.U., domiciled in Leioa (Vizcaya, Spain), is engaged in the manufacture and marketing of products, accessories and materials for swimming-pools, irrigation and water treatment and purification in general.
- 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 pool equipment and recycled 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.
- Pooltrackr Pty, LTD, domiciled in Smithfield (Australia), operates under a B2B Software-as-a-Service (SaaS) business model, generating recurring income through subscription-based software licences. Furthermore, additional income is generated via integrated payment processing services and revenue-sharing agreements linked to its POS software platform.
- Poolweb, SAS, domiciled in Chassieu (France), is engaged in the purchase and sale of equipment for pools and other business areas relating to water and relaxation, in providing technical assistance to professionals in this industry and to creating and selling IT programmes used in the aforementioned activities.
-
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.
- SRS Australia Pty LTD, domiciled in Brisbane, Queensland (Australia), is principally engaged in the sale of swimming-pool cover equipment and materials to both residential and commercial retail and wholesale customers.
- 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.
- Swim & Fun Scandinavia ApS, domiciled in Roskilde (Denmark), is principally engaged in wholesale trade transactions relating to swimming-pools and water treatment.
- Talleres del Agua, S.L.U., domiciled in 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.
- 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.
- 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.
2025 Annual Financial Report
Contents
2025 ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
- Veico. Com. Br Indústria e Comércio LTDA, domiciled in Ciudad de Itají, Estado de Santa Catarina (Brazil), has as its corporate purpose the provision of administrative support, digitalisation of texts, electronic templates and forms in general, professional and managerial development courses and training, as well as the sale of machines and equipment.
- Wit 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 Shanghai (China), is mainly engaged in the marketing of swimming-pool products.
- Zodiac Pool Care Europe, S.A.S., domiciled in Belberaud (France), is engaged in the distribution and sale of pool-related products and accessories.
- Zodiac Pool Systems Canada, INC, domiciled in Vancouver (Canada), is engaged in the distribution and sale of pool-related products and accessories.
- Zodiac Pool Systems, LLC, domiciled in Carlsbad (USA), is mainly engaged in the manufacture and distribution of several Group brands relating to pool equipment.
- Zodiac Swimming Pool Equipment (Shenzen), Co, Ltd, domiciled in Shenzen (China), is mainly engaged in the rendering of technical services for pool and spa equipment; the distribution, sale, import and export of pool and spa products and elements and post-sales services.
- ZPES Holdings, S.A.S., domiciled in Belberaud (France), is engaged in the holding and use of equity shares and securities, and advising, managing and administering the companies in which it holds an ownership interest.
Associates consolidated using the equity method
- Astral Nigeria, Ltd., domiciled in Surulere-Lagos (Nigeria), is engaged in the marketing of swimming-pool products.
- Blue Factory S.R.L., domiciled in Milan (Italy), has as its corporate purpose the provision of consultancy services to both public and private entities related to project design and implementation, the development, implementation and marketing of innovative solutions and high-value technological services.
- Aiper, Inc, domiciled in Grand Cayman, (Cayman Islands), has as its corporate purpose the research, development and sale of cordless pool robots and garden maintenance products.
2025 Annual Financial Report

2025 MANAGEMENT REPORT
We turn water into a better world
FLUIDRA
2025 MANAGEMENT REPORT
FLUIDRA
CONTENTS
2025 Management Report
- General business outlook
- Annual Corporate Governance Report
- Auditor's Report on the System of Internal Control over Financial Reporting
- Annual Director Remuneration Reports
Statement of Responsibility
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2025 MANAGEMENT REPORT
I. GENERAL BUSINESS OUTLOOK
FLUIDRA
1. GENERAL BUSINESS OUTLOOK
1.1. OUTLOOK AND RESULTS
Revenue decreased by €37,195 thousand compared with the same period of the previous year. This decrease is mainly explained by the lower dividends received from Fluidra Commercial, S.A.U., the only Group company that Fluidra, S.A. has a direct stake in at 31 December 2024 (see Note 7). €215,153 thousand have been received.
There has been a rise in Other operating expenses, increasing by €9,896 thousand compared to the previous year.
Due to the main changes mentioned above, operating profit increased from €139 million in 2024 to €156 million in 2025.
If we analyse the balance sheet at 31 December 2025 compared to the balance sheet at 31 December 2024, no significant variations are observed except for the commercial loans granted to Group companies, due to the increase in amounts within the cash pooling lines.
The average payment period to suppliers is 56 days.
1.2. GENERAL DESCRIPTION OF RISK POLICY
In terms of managing the risk policy, the Company has not modified its management of financial market risks (exchange rate and interest rate), maintaining the same hedging policies.
1.3. TREASURY SHARES
During 2025, the Company has carried out several purchase and sale transactions of treasury shares (4,769,435 shares purchased and 4,816,873 sold). At year end, the Company owned 2,238,174 treasury shares, which account for 1.16% of share capital, at a cost of €51,202 thousand.
1.4. RESEARCH, DEVELOPMENT AND TECHNOLOGICAL INNOVATION
No investments have been made in research, development and technological innovation during 2025.
1.5. ENVIRONMENT
At 31 December 2025 there are no significant assets for the protection or improvement of the environment and the Company has not incurred any major expenses of an environmental nature during either year
1.6. PERSONNEL
The number of employees and directors at year end has increased by 48 compared to 2024.
1.7. NON-FINANCIAL INFORMATION AND DIVERSITY - ACT 11/2018
The information required by Act 11/2018 is included in the consolidated directors' report which forms part of the Consolidated Annual Report. The individual directors' report is exempt from reporting requirements.
1.8. SUBSEQUENT EVENTS
See Note 25
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
2. ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
Responsible governance and a people-centered environment – these are also driven by our purpose.
ANNUAL CORPORATE GOVERNANCE REPORT
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2025 MANAGEMENT REPORT
2. ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
Issuer Identification Particulars
Year-end date:
31/12/2025
Tax Identification Code:
A-17728593
Registered name:
FLUIDRA, S.A
Registered office:
AVENIDA ALCALDE BARNILS 69 08174 SANT CUGAT DEL VALLÈS (BARCELONA)
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- ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
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 change | Share capital € | Number of shares | Number of voting rights |
|---|---|---|---|
| 14/12/2022 | 192,129,070.00 | 192,129,070 | 192,129,070 |
The share capital of Fluidra S.A. (hereinafter "Fluidra" or the "Company") was decreased by € 3,500,000 on 14th December 2022, through the redemption of 3,500,000 shares with a par value of €1 each. The current share capital is € 192,129,070 divided into 192,129,070 shares with a par value of €1 each.
The corresponding capital decrease deed was granted on 15th December 2022 before the Notary Public of Barcelona Mr Ramón García-Torrent Carballo, under number 7440 of his protocol, and was filed with the Mercantile Registry on that same date. It was registered in the Mercantile Registry of Barcelona on 10th January 2023, with effects on the date of the filing entry, i.e. 15th December 2022.
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 shareholdings in the company at the end of the year, including members of the board of directors who have a significant shareholding:
| Name of shareholder | % voting rights attached to shares | % voting rights through financial instruments | % of total voting rights | ||
|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | ||
| RHÔNE CAPITAL LLC | 0.00 | 11.67 | 0.00 | 0.00 | 11.67 |
| PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L. | 11.67 | 0.00 | 0.00 | 0.00 | 11.67 |
| Mr MANUEL PUIG ROCHA | 0.00 | 8.85 | 0.00 | 0.00 | 8.85 |
| G3T, S.L. | 5.73 | 0.00 | 0.00 | 0.00 | 5.73 |
| ADBE PARTNERS, S.L. | 20.00 | 8.35 | 0.00 | 0.00 | 28.35 |
| FIDELITY INTERNATIONAL LIMITED | 0.00 | 1.01 | 0.00 | 0.02 | 1.03 |
| WELLINGTON MANAGEMENT GROUP LLP | 0.00 | 3.29 | 0.00 | 0.01 | 3.30 |
All the percentage shareholdings mentioned above have been recalculated on the basis of the share capital following the capital decrease on 14th December 2022: € 192,129,070. Some of the percentages indicated on the website of the Spanish
National Securities Market Commission (Comisión Nacional del Mercado de Valores - CNMV) have been calculated on the basis of the previous share capital of €195,629,070.
BREAKDOWN OF THE INDIRECT SHAREHOLDINGS:
| Name of indirect shareholder | Name of direct shareholder | % voting rights attached to shares | % voting rights through financial instruments | % of total voting rights |
|---|---|---|---|---|
| RHÔNE CAPITAL LLC | PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L. | 11.67 | 0.00 | 11.67 |
| Mr MANUEL PUIG ROCHA | SCHWARZSEE 2018, S.L. | 8.85 | 0.00 | 8.85 |
| ADBE PARTNERS, S.L. | DISPUR POOL, S.L.U. | 2.38 | 0.00 | 2.38 |
| ADBE PARTNERS, S.L. | BOYSER CORPORATE PORTFOLIO, S.L.U. | 2.81 | 0.00 | 2.81 |
| ADBE PARTNERS, S.L. | EDREM CARTERA, S.L.U. | 1.93 | 0.00 | 1.93 |
| ADBE PARTNERS, S.L | PIUMOC INVERSIONS, S.L.U. | 1.23 | 0.00 | 1.23 |
2025 Annual Financial Report
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- ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
State the most significant movements in the shareholding structure that have occurred during the year:
Most significant movements
On 27th June and 31st October 2025, BLACKROCK EUROPEAN MASTER HEDGE FUND LIMITED reduced its shareholding, specifically to 0.739%, and is therefore now below the threshold of 1% of the Company's capital.
On 2nd April, 21st May, 1st July, 4th July, 21st July, 28th July, 13th August and 4th November 2025, BLACKROCK INC reduced its shareholding, specifically to 2.315%, and is therefore now below the threshold of 3% of the Company's capital.
On 11th February and 13th March 2025, CAPITAL RESEARCH AND MANAGEMENT COMPANY reduced its shareholding, specifically to 2.602%, and is therefore now below the threshold of 3% of the Company's capital.
On 2nd April 2025, MARATHON ASSET MANAGEMENT LIMITED reduced its shareholding, specifically to 2.985%, and is therefore now below the threshold of 3% of the Company's capital.
On 4th December 2025, the company ADBE Partners, S.L., in which each of the founding families of Fluidra has a 25% shareholding through the following members: Boyser Corporate Portfolio, S.L.U., Dispur Pool, S.L.U., Edrem Cartera S.L.U. and Piumoc Inversions, S.L.U., acquired a significant direct shareholding in Fluidra, S.A. as a result of the contribution by its
four members of shares in Fluidra which together represent 20% of its share capital. This contribution did not entail any relevant change in the composition of the shareholders and did not generate a change in the Board of Directors of Fluidra. Each founding family continues to hold shares in Fluidra through their family companies, although they have channelled their investment jointly in respect of 20% of the share capital of Fluidra through ADBE Partners, S.L. At the same time, in relation to their direct shareholding in Fluidra (which in aggregate totals 8.35%) and as detailed in section A.7 below, the founding families have agreed to syndicate the vote corresponding to these shares at General Meetings of Fluidra in favour of ADBE Partners, S.L.
On 10th December 2025, FIDELITY INTERNATIONAL LIMITED increased its significant shareholding to 1.030%, and is therefore now above the threshold of 1% of the Company's capital.
On 8th April 2025, WELLINGTON MANAGEMENT GROUP LLP acquired a significant shareholding of 3.302%, and is therefore now above the threshold of 3% of the Company's capital.
A.3. Disclose the shareholding, irrespective of the percentage, at the end of the year held by members of the board of directors who hold voting rights attached to shares in the company or through financial instruments, excluding directors identified in section A.2 above:
| Name of director | % voting rights attached to shares (including loyalty votes) | % voting rights through financial instruments | Total % voting rights | Of the total % voting rights attached to shares, indicate where applicable the % of additional votes attributed to loyalty shares | |||
|---|---|---|---|---|---|---|---|
| Direct | Indirect | Direct | Indirect | Direct | Indirect | ||
| Mr ELOY PLANES CORTS | 0.20 | 0.00 | 0.00 | 0.00 | 0.20 | 0.00 | 0.00 |
| Mr BRUCE WALKER BROOKS | 0.14 | 0.00 | 0.00 | 0.00 | 0.14 | 0.00 | 0.00 |
| Mr BRIAN MCDONALD | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Ms MERCEDES GRAU MONJO | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
% of total voting rights held by members of the board of directors
9.19
BREAKDOWN OF THE INDIRECT SHAREHOLDING:
| Name of director | Name of direct shareholder | % voting rights attached to shares (including loyalty votes) | % voting rights through financial instruments | Total % voting rights | Of the total % voting rights attached to shares, indicate where applicable the % of additional votes attributed to loyalty shares |
|---|---|---|---|---|---|
| No data |
BREAKDOWN OF THE TOTAL PERCENTAGE OF VOTING RIGHTS REPRESENTED ON THE BOARD:
Total % voting rights represented on the board of directors
49.21
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
- The shareholder Piscine Luxembourg Holdings 1, S.A.R.L., a wholly owned subsidiary of Rhône Capital LLC, which has a shareholding of 11.67% in the Company's share capital, is represented on the Board of Directors of the Company through the proprietary directors Mr José Manuel Vargas Gómez and Mr Michael Steven Langman.
- The shareholder Boyser, S.L., which has an indirect shareholding of 2.81% in the Company's share capital, and also holds a 25% stake in the share capital of ADBE Partners, S.L. which has a direct shareholding of 20% in Fluidra's share capital, is represented on the Board of Directors of the Company through the proprietary director Ms Mercedes Grau Monjo.
- The shareholder Edrem, S.L., which has an indirect shareholding of 1.93% in the Company's share capital, and also holds a 25% stake in the share capital of ADBE Partners, S.L. which has a direct shareholding of 20% in Fluidra's share capital, is represented on the Board of Directors of the Company through the proprietary director Ms Maria del Carmen Gañet Cirera.
- The shareholder Dispur, S.L., which has an indirect shareholding of 2.37% in the Company's share capital, and also holds a 25% stake in the share capital of ADBE Partners, S.L. which has a direct shareholding of 20% in Fluidra's share capital, is represented on the Board of Directors of the Company through the executive director Mr Eloy Planes Corts.
- The shareholder Aniol, S.L., which has an indirect shareholding of 1.23% in the Company's share capital, and also holds a 25% stake in the share capital of ADBE Partners, S.L. which has a direct shareholding of 20% in Fluidra's share capital, is represented on the Board of Directors of the Company through the proprietary director Mr Bruce W. Brooks.
- The shareholders Schwarzsee 2018, S.L. (controlled by Mr Manuel Puig Rocha) and G3T, S.L. which have a total combined direct and indirect shareholding of 14.58% in the Company's share capital, are represented on the Board of Directors of the Company through the proprietary director Mr Manuel Puig Rocha.
A.4. State any family, commercial, contractual or corporate relationships between owners of significant shareholdings, insofar as they are known to the company, except where they are immaterial or derive from ordinary commercial transactions, except those reported in section A.6:
| Name of related parties | Type of relationship | Brief description |
|---|---|---|
| No data |
A.5. State any commercial, contractual or corporate relationships between owners of significant shareholdings and the company and/or the group, except where they are immaterial or derive from ordinary commercial transactions of the company:
| Name of related parties | Type of relationship | Brief description |
|---|---|---|
| No data |
A.6. Describe any relationships, unless insignificant for both parties, between significant shareholders or shareholders represented on the board and directors, or their representatives in the case of board members that are legal persons.
Explain, as the case may be, how significant shareholders are represented. Specifically, state those directors who have been appointed to represent significant shareholders, those whose appointments were proposed by significant shareholders, or are related to significant shareholders and/or companies in their group, specifying the nature of such ties. In particular, mention the existence, identity and post of members of the board, or representatives of directors, of the listed company who are in turn members of the board or their representatives in companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders:
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| Name of related director or representative | Name of related significant shareholder | Name of the group company of the significant shareholder | Description of relationship/post |
|---|---|---|---|
| Mr JOSÉ MANUEL VARGAS GÓMEZ | PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L. | RHÔNE CAPITAL LLC | José Manuel Vargas Gómez is General Director of Rhône Group. |
| Mr MANUEL PUIG ROCHA | G3T, S.L. | G3T, S.L. | Manuel Puig Rocha was appointed at the proposal of the shareholder G3T, S.L. (together with Schwarzsee 2018, S.L.) through a shareholders' agreement between the two companies dated 5th May 2023. |
| Mr MANUEL PUIG ROCHA | SCHWARZSEE 2018, S.L. | MAVEOR, S.L. | Manuel Puig Rocha is Sole Director of Maveor, S.L. |
| Mr BRUCE WALKER BROOKS | PIUMOC INVERSIONS, S.L.U. | ANIOL, S.L. | The appointment of Bruce Walker Brooks as a director was proposed by Aniol, S.L. |
| Mr MICHAEL STEVEN LANGMAN | PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L. | RHÔNE CAPITAL LLC | Michael Steven Langman is General Director of Rhône Group |
| Mr ELOY PLANES CORTS | DISPUR POOL, S.L. | DISPUR, S.L. | Eloy Planes Corts is a director of Dispur, S.L. |
| Ms MERCEDES GRAU MONJO | BOYSER CORPORATE PORTFOLIO, S.L.U. | BOYSER, S.L. | The appointment of Ms Mercedes Grau Monjo as a director was proposed by Boyser, S.L. |
| Ms MARIA DEL CARMEN GAÑET CIRERA | EDREM CARTERA, S.L.U. | EDREM, S.L. | The appointment of Ms Maria del Carmen Gañet Cirera as a director was proposed by Edrem, S.L. |
A.7. State whether the company has been notified of any shareholders' agreements affecting the company pursuant to the provisions of articles 530 and 531 of the Companies Act (Ley de Sociedades de Capital). If so, briefly describe these agreements and list the shareholders bound by them:
☑ Yes
☐ No
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FLUIDRA
| Parties to the shareholders’ agreement | % share capital affected | Brief description of the agreement | Date of expiration of the agreement, if any |
|---|---|---|---|
| PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., ADBE PARTNERS, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U. | 28.35 | On 2/10/2024, a shareholders’ agreement was executed between those indicated as intervening parties (the ADBE Shareholders’ Agreement), and on 4th December 2025, a novation was executed to the ADBE Shareholders’ Agreement (the Addendum), which was necessary to reflect the contribution of the shareholders of ADBE Partners, S.L. of shares representing 20% of the share capital of Fluidra to ADBE Partners, S.L., and other changes derived from said contribution. The Eighth Novation of the Syndication Agreement includes as an Annex the Addendum and the extract of the ADBE Shareholders’ Agreement regulating the exercise of voting rights at Fluidra’s shareholder meetings and certain agreements on the regime for the transfer of Fluidra’s shares by ADBE Partners, S.L., to the extent that said part of the ADBE Shareholders’ Agreement (as amended by virtue of the Addendum) has the consideration of a shareholders’ agreement. | Regulated in Clause 27 of ADBE Shareholders’ Agreement, available on www.fluidra.com, Investors, Corporate Governance, Shareholders’ Agreements. |
| PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L., PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U. | 40.02 | On 03/11/2017 a shareholders’ agreement was formalized by the same shareholders of Fluidra who are parties to the shareholders’ agreement initially formalized on 05/09/2007 and Piscine Luxembourg Holdings 1, S.à.r.l. (controlled by Rhône Capital LLC), reported through Relevant Event no. 258222. This shareholders’ agreement came into effect on 02/07/2018, which is the date of effects of the cross-border merger by absorption by Fluidra, S.A. (transferee) of Piscine Luxembourg Holdings 2 S.à.r.l. (transferor) reported by the Company through Relevant Event no. 258221. | Regulated in Clause 20 of the Agreement, available on www.fluidra.com, Investors, Corporate Governance, Shareholders’ Agreements |
| G3T, S.L., SCHWARZSEE 2018, S.L. | 14.58 | On 05/05/2023, an agreement was formalized between the shareholders Schwarzsee 2018, S.L. (formerly Banelana, S.L.) and G3T, S.L. The purpose of this agreement is to regulate the terms and conditions under which Schwarzsee 2018, S.L. and G3T, S.L. proposed to Fluidra the appointment of a proprietary director (Mr Manuel Puig Rocha) representing both shareholders, and how their rights as shareholders of Fluidra will be exercised for the implementation and management of the proposal made. | Regulated in Clause 3 of the Agreement, available on www.fluidra.com Investors, Corporate Governance, Shareholders’ Agreements |
| PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., ADBE PARTNERS S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L.U., BOYSER CORPORATE PORTFOLIO, S.L.U. | 28.35 | On 05/09/2007 a shareholders’ agreement was formalized by certain shareholders in Fluidra, S.A. which was reported as a Relevant Event to the CNMV on 02/01/2008 with no. 87808 (the “Syndication Agreement”). The Syndication Agreement has been modified on 8 occasions (First novation: 10/10/2007; Second novation: 01/12/2010, Relevant Event no. 134239; Third novation: 30/07/2015, Relevant Event no. 227028; including supplementary agreement of 30/09/2015, Relevant Event no. 229114; Fourth novation: 27/07/2017, Relevant Event no. 255114; Fifth novation 03/11/2017, Relevant Event no. 258223, amended on 25/04/2018, Relevant Event no. 264650, subrogations on 23/05/2018, Relevant Event no. 266060, and supplementary agreement to the Fifth Novation on 27/07/2018, Relevant Event no. 268610; Sixth novation 22/12/2020, Notice of Other Relevant Information no. 6355; Seventh novation 07/05/2024, Notice of Other Relevant Information no. 28491; Eighth Novation 04/12/2025, Notice of Other Relevant Information no. 38021). | Regulated in Clause Two, Clause Eight and Clause Nine of the Syndication Agreement, available on www.fluidra.com, Investors, Corporate Governance, Shareholders’ Agreements |
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State whether the company is aware of the existence of concerted actions among its shareholders. If so, briefly describe them:
Yes
No
Expressly state whether any such agreements, arrangements or concerted actions have been modified or terminated during the financial year:
On 04/12/2025, the eighth novation of the Fluidra Vote and Share Syndication Agreement between the current syndicated family shareholders of the Company, initially formalized on 5th September 2007 and subsequently amended on 10th October 2007, 1st December 2010, 30th July and 30th September 2015, 27th July and 3rd November 2017, 25th April and 27th July 2018, 22nd December 2020 and 7th May 2024. The Vote and Share Syndication Agreement, before the eighth novation was formalized, regulated the concerted exercise of voting rights of the founding families at General Shareholders' Meetings of Fluidra. The eighth novation of the Syndication Agreement includes the accession of ADBE as a party to the agreement, on having become a direct holder of shares in Fluidra representing $20\%$ of its share capital which were contributed by the founding families, and modified, among other aspects, the arrangements for the operation of the syndicated shareholder assembly whereby the founding families have syndicated in ADBE the vote at General Meetings of Fluidra Shareholders. As a result, the significant direct and indirect shareholding of ADBE was reported and the concerted action of the founding families in relation to Fluidra was terminated.
A.8. State whether there is any individual or company that exercises or could exercise control over the company in accordance with article 5 of the Securities Market Act (Ley del Mercado de Valores). If so, identify the party in question:
Yes
No
A.9. Complete the following tables regarding the company's own shares:
At year end:
| Number of direct shares | Number of indirect shares (*) | Total % of share capital |
|---|---|---|
| €2,238,174.00 | 1.16 |
(*) Through:
| Name of direct shareholder | Number of direct shares |
|---|---|
| No data |
Explain any significant variations occurring during the year:
Explain significant variations
The Company implemented a temporary own share repurchase programme on 17th July 2023, following approval by the Board of Directors on 11th July 2023 and subsequent publication through a communication of Other Relevant Information dated 12th July 2023 under registration number 23562. The repurchase programme was executed for the purpose of implementing the Fluidra incentivized global share repurchase programme for employees of the Fluidra Group approved by the Company's Ordinary General Shareholders' Meeting held on 10th May 2023, as item ten of the agenda (the "Global Plan").
This repurchase programme should initially have ended on 16th December 2024. However, at its meeting held on 29th October 2024, the Board of Directors resolved to extend the temporary own share repurchase programme associated to the Global Plan, under the provisions of and within the limits of the authorization granted by the General Shareholders' Meeting of 5th May 2022.
This repurchase programme has been extended for the purpose of continuing with the Global Plan.
In accordance with the Global Plan, which has been extended from January 2025 to December 2026, the maximum number of shares to be acquired under the repurchase programme continues to be set at 500,000 Fluidra shares, representing approximately $0.26\%$ of the Company's share capital on the date the resolution was passed, and the maximum amount assigned to the repurchase programme continues to be 12.5 million euros.
In the framework of the Global Plan, the Company acquired 40,183 own shares in 2023, 51,249 own shares in 2024 and 64,622 own shares in 2025, all of which were immediately handed over to the employees who had subscribed to the Global Plan.
A.10. Describe the terms and conditions and the duration of the powers currently in force given by the shareholders to the board of directors in order to issue, repurchase or transfer own shares of the company:
At the Ordinary General Shareholders' Meeting held on 5th May 2022, it was resolved to (i) authorize the Company to proceed with the derivative acquisition of own shares, directly or through group companies, with the express power to reduce the share capital to redeem own shares, delegating to the Board of Directors the necessary powers to execute the resolutions passed by the General Meeting in this regard, rendering the previous authorization without effect, and (ii) authorize it to apply the portfolio of own shares, as the case may be, to the execution or coverage of remuneration systems. The authorization granted is valid for a term of five (5) years from the date the resolution is passed, i.e. until 5th May 2027.
At the Board meeting of 14th December 2022, it was resolved, in the context of this authorization granted to the Board of
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Directors, to authorize the Chairman/CEO and the Co-CEO, jointly and severally and indistinctly, to proceed with the derivative acquisition and disposal of own shares up to a maximum number of shares not exceeding five per cent (5%) of the Company's share capital. This authorization was approved to be valid until 31st December 2023.
In addition, at the Board meeting held on 13th December 2023, it was resolved, in the context of this authorization granted to the Board of Directors, to authorize the Chairman/CEO and the Co-CEO, jointly and severally and indistinctly, to proceed with the derivative acquisition and disposal of own shares up to a maximum number of shares not exceeding five per cent (5%) of the Company's share capital. This authorization was approved to be valid until 31st December 2024.
Furthermore, at the Board meeting held on 12th December 2024, it was resolved, in the context of the authorization granted to the Board of Directors, to authorize the Chairman/CEO and the Co-CEO, jointly and severally and indistinctly, to proceed with the derivative acquisition and disposal of own shares up to a maximum number of shares not exceeding five per cent (5%) of the Company's share capital. This authorization is valid until 31st December 2025.
Finally, at the Board meeting held on 11th December 2025, it was resolved, in the context of the authorization granted to the Board of Directors, to authorize the Chairman/CEO and the Co-CEO, jointly and severally and indistinctly, to proceed with the derivative acquisition and disposal of own shares up to a maximum number of shares not exceeding five per cent (5%) of the Company's share capital. This authorization is valid until 31st December 2026.
A.11. Estimated free float:
| Estimated free float | % |
|---|---|
| 39.57 |
To calculate the free float, the percentage shareholdings included in section A.2, among others, including both the voting rights attached to shares and voting rights through financial instruments, have been discounted, in accordance with the provisions established in CNMV Circular 3/2021, of 28th September.
A.12. State whether there are any restrictions (under the Articles of Association, legislative or of any other nature) on the transfer of securities and/or any restrictions on voting rights. In particular, disclose the existence of any restrictions that might hinder a takeover of the company through the acquisition of its shares on the market, and any prior authorization or communication arrangements in respect of acquisitions or transfers of the company's financial instruments that are applicable to it by virtue of sector-specific regulation.
☑ Yes
☐ No
Description of the restrictions
The shareholders' agreement formalized on 3rd November 2017 between certain shareholders of Fluidra (the "Current Shareholders") and Piscine Luxembourg Holdings 1, S.à.r.l. (a company controlled by Rhône Capital LLC) (the "SHA") establishes a series of rules and commitments, including a preemption right, for transfers by Piscine Luxembourg Holdings 1, S.à.r.l. after 24 months, provided that a series of circumstances and shareholding thresholds are met. In relation to the above, on 26th June 2019 Piscine Luxembourg Holdings 1, S.à.r.l. carried out a private placement, having received prior authorization from the Current Shareholders, through the accelerated placement addressed exclusively to eligible investors of 7,850,000 shares representing approximately 4% of the Company's share capital. Subsequently, on 18th November 2020, Piscine Luxembourg Holdings 1, S.à.r.l. completed a second private placement, through an accelerated placement aimed exclusively at qualifying investors, of 12,121,212 shares representing approximately 6.2% of the Company's share capital. In 2021, Piscine Luxembourg Holdings 1, S.à.r.l. carried out three private placements, through accelerated placements aimed exclusively at qualifying investors, for a total of 40,600,000 shares representing approximately 20.71% of the Company's share capital. Following these accelerated placements, Piscine Luxembourg Holdings 1, S.à.r.l. held 22,428,788 shares in the Company, representing approximately 11.47% of the capital, which after the capital decrease carried out by the Company on 14th December 2022 by redeeming 3,500,000 own shares, represented 11.67% of the Company's share capital.
In turn, the redrafted text of the vote and share syndication agreement formalized by the founding families of Fluidra, and to which ADBE PARTNERS, S.L. (in which each of the founding families has a 25% shareholding, through their holding companies) is a party, the currently valid version of which is the latest version dated 4th December 2025, establishes that the syndicated shares may be freely acquired by shareholders or by third parties or transferred by the shareholders with no limitations other than those established by applicable legislation, the terms of the SHA, and compliance with the procedure established in the Shareholders' Agreement of ADBE Partners, S.L., dated 4th December 2025, to pass the resolution on the transfer of shares in Fluidra. In any case, any syndicated shareholder who wishes, when he or she deems appropriate within the term of the syndication, to transfer all or part of his/her syndicated shares, provided that the aforesaid transfer affects syndicated shares that represent 0.5% or more of Fluidra's share capital at that time, must notify each and every one of the group leading companies that shareholder does not belong to of his/her intention to transfer syndicated shares, at least thirty (30) calendar days prior to the date on which the transfer is to take effect, using any written means that assures reception thereof, stating the number of syndicated shares the shareholder wishes to transfer. The agreement also establishes the mechanism for syndicating the votes attached to the syndicated shares.
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A.13. State whether the general shareholders' meeting has approved the adoption of anti-takeover measures pursuant to the provisions of Act 6/2007.
☐ Yes
☑ No
If so, describe the measures approved and the terms on which the restrictions will become ineffective:
A.14. State whether the company has issued securities that are not traded on a regulated market in the European Union.
☐ Yes
☑ No
If applicable, specify the different classes of shares and the rights and obligations attaching to each class of shares:
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B. GENERAL SHAREHOLDERS' MEETING
B.1. State and, if applicable, describe whether there are differences with respect to the minimum requirements set out in the Companies Act in connection with the quorum needed to hold a valid general shareholders' meeting:
☐ Yes
☑ No
B.2. State and, if applicable, describe any differences from the rules set out in the Companies Act for the adoption of corporate resolutions:
☐ Yes
☑ No
B.3. State the rules applicable to the amendment of the company's Articles of Association. In particular, disclose the majorities provided for amending the Articles of Association, and any rules provided for the protection of shareholders' rights in the amendment of the Articles of Association.
The procedure for amending the Articles of Association must conform to the provisions of article 285 and following of the Companies Act, which require approval by the General Shareholders' Meeting, with the quorum and majorities established in articles 194 and 201 of the aforesaid Act, as well as the requirement to draw up and make available to the shareholders a mandatory report by the directors justifying the amendment. Article 27 of the Articles of Association and article 15 of the General Meeting Regulations set out the principle contained in article 194 of the Companies Act and establish that in order for an ordinary or extraordinary General Meeting to resolve validly on any amendment of the Articles of Association, the attendance, in person or through a representative, of shareholders holding at least fifty per cent of the share capital with voting rights is required on the first call. On the second call, twenty-five per cent of the aforesaid capital will be sufficient. Article 24 of the General Meeting Regulations regulates the procedure for voting on proposed resolutions of the General Shareholders' Meeting, establishing, in the case of amendments to the Articles of Association, that each article or group of articles of sufficient entity is to be voted on separately.
B.4. State data on attendance at general shareholders' meetings held during the year this report refers to and for the two previous years:
| Date of general meeting | Attendance | ||||
|---|---|---|---|---|---|
| % shareholders present in person | % represented | % remote voting/Electronic voting | Other | Total | |
| 10/5/2023 | 8.67 | 77.33 | 0.00 | 0.45 | 86.45 |
| Of which floating capital | 0.17 | 32.25 | 0.00 | 0.45 | 32.87 |
| 8/5/2024 | 14.34 | 70.60 | 0.00 | 0.41 | 85.35 |
| Of which floating capital | 0.10 | 30.70 | 0.00 | 0.41 | 31.21 |
| 7/5/2025 | 9.38 | 74.16 | 0.00 | 0.41 | 83.95 |
| Of which floating capital | 0.01 | 28.30 | 0.00 | 0.41 | 28.72 |
B.5. State whether any item on the agenda of the general shareholders' meetings held during the year has not been approved by the shareholders for any reason:
☐ Yes
☑ No
B.6. State whether there are any restrictions in the Articles of Association requiring a minimum number of shares in order to attend the general meeting, or to vote remotely:
☐ Yes
☑ 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
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B.8. State the address and method for accessing the company's website to access information on corporate governance and other information on general shareholders' meetings that must be made available to shareholders through the company's website:
www.fluidra.com
Following the route to INVESTORS (https://www.fluidra.com/investors), among other options the following will appear:
INTRODUCTION
SHARE INFORMATION
SIGNIFICANT EVENTS
CORPORATE GOVERNANCE
REPORTING CENTER
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C. COMPANY MANAGEMENT STRUCTURE
C.1. Board of Directors
C.1.1. Maximum and minimum number of directors established in the Articles of Association and the number set by the general shareholders' meeting:
| Maximum number of directors | 14 |
|---|---|
| Minimum number of directors | 14 |
| Number of directors established by the General Meeting | 14 |
There are no observations in this regard.
C.1.2. Complete the following table on members of the board:
| Name of director | Representative | Type of director | Position on the board | Date of first appointment | Date of last appointment | Selection procedure |
|---|---|---|---|---|---|---|
| Mr JOSÉ MANUEL VARGAS GÓMEZ | Proprietary | DIRECTOR | 2/7/2018 | 5/5/2022 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms OLATZ URROZ GARCIA | Independent | DIRECTOR | 8/5/2024 | 8/5/2024 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms ESTHER BERROZPE GALINDO | Independent | DIRECTOR | 6/9/2019 | 8/5/2024 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr MANUEL PUIG ROCHA | Proprietary | DIRECTOR | 10/5/2023 | 10/5/2023 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ | Independent | LEAD INDEPENDENT DIRECTOR | 5/5/2015 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr ELOY PLANES CORTS | Executive | CHAIRMAN | 31/10/2006 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms AEDHMAR HYNES | Independent | DIRECTOR | 10/5/2023 | 10/5/2023 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr BRUCE WALKER BROOKS | Proprietary | DIRECTOR | 2/7/2018 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr MICHAEL STEVEN LANGMAN | Proprietary | DIRECTOR | 2/7/2018 | 5/5/2022 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr BRIAN MC DONALD | Independent | DIRECTOR | 6/9/2019 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms BARBARA BORRA | Independent | DIRECTOR | 30/12/2021 | 5/5/2022 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | Executive | CO-CEO | 7/5/2025 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms MARIA DEL CARMEN GANET CIRERA | Proprietary | DIRECTOR | 7/5/2025 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION | |
| Ms MERCEDES GRAU MONJO | Proprietary | DIRECTOR | 7/5/2025 | 7/5/2025 | GENERAL MEETING OF SHAREHOLDERS RESOLUTION |
Total number of directors
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State any directors that have left the board, either through resignation or by a resolution of the General Meeting, during the reporting period:
| Name of director | Type of director at time of leaving | Date of last appointment | Date director left | Specialized committees on which director served | State whether director left before end of term |
|---|---|---|---|---|---|
| Mr BERNARDO CORBERA SERRA | Proprietary | 06/05/2021 | 07/05/2025 | Appointments and Remuneration Committee | NO |
| Mr BERNAT GARRIGOS CASTRO | Proprietary | 05/05/2022 | 07/05/2025 | Audit Committee | YES |
| Mr OSCAR SERRA DUFFO | Proprietary | 06/05/2021 | 07/05/2025 | Executive, Strategy and ESG Committee | NO |
C.1.3. Complete the following tables concerning board members and their categories:
EXECUTIVE DIRECTORS
| Name of director | Position within the company's structure | Profile |
|---|---|---|
| Mr ELOY PLANES CORTS | Executive Chairman – Co-CEO | Born in 1969, Eloy Planes Corts holds a Degree in Industrial Engineering from the Polytechnic University of Catalonia (UPC) and a Master's Degree in Business Management from EADA. A member of the second generation of one of the founding families, Eloy Planes joined Fluidra (then “Astral”) as R&D Manager in 1994 and in 1998 was appointed as Logistics Manager and then as General Manager of AstralPool España, leading the mergers of different commercial companies in Spain and gaining in-depth knowledge of the business. In 2000, Eloy took on the General Management of AstralPool, continuing with the expansion of the business in international markets. In 2002, the family group took a decisive step: under the leadership of Eloy Planes as General Manager, the Fluidra group was created (under the name of “Aquaria”), bringing together the pool production and distribution companies. Banco Sabadell acquired 20% of the share capital and joined the four owner families. Eloy Planes led the change in logistics model. In 2006, Fluidra reached its current size with the incorporation of the holdings of the four previously independent partners. In the same year, Eloy Planes was appointed CEO of the Fluidra group, leading the company to significant milestones: its flotation in 2007 and its restructuring in 2008/09, accompanied by an acceleration of the internationalization process in the commercial aspect and the application of lean management in the industrial part of the group. In 2016, Eloy Planes took on the role of Executive Chairman of Fluidra. In that same year he created the Fluidra Foundation. In 2017 a major transformational corporate operation led by Eloy Planes was announced: the merger with US company Zodiac, which was completed in July 2018. In 2021, Fluidra was included in the IBEX-35 index and closed the year with historic turnover of more than 2 billion euros. Eloy Planes is Executive Chairman of the Board of Directors of Fluidra. He is also the President of the Barcelona International Pool Trade Show and of the Catalunya Cultura Foundation and a director of Dispur, S.L., and the natural person who acts as the representative of Dispur, S.L. as Chairman and Director of Fixe Climbing, S.L. Since September 2023, Eloy Planes has also been First Vice-President of the Chamber of Commerce of Barcelona. |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | Co-CEO | Born in 1967, Jaime Ramírez joined Fluidra on 1st June 2024, taking on the role of CEO to replace Bruce Brooks. Jaime has more than 30 years in roles with P&L responsibility and a track record in generating growth, bringing vast experience and a proven history in the industrial and consumer goods sector at global level. He held the posts of Executive Vice-President and President of Stanley Black & Decker Inc, Tools & Storage, where he oversaw more than 10 billion dollars in revenues and led high-performing teams at world level. He is also a member of the Board of Directors of Kimberly-Clark, a personal care multinational corporation. |
Total number of executive directors 2
% of total board 14.29
There are no observations.
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EXTERNAL PROPRIETARY DIRECTORS
| Name of director | Name of significant shareholder represented by the director or that proposed the director's appointment | Profile |
|---|---|---|
| Mr JOSE MANUEL VARGAS GÓMEZ | RHÔNE CAPITAL LLC | Born in 1970, José Manuel Vargas joined Rhône in 2007 as a senior advisor and became managing director in 2017. In April 2021, Mr Vargas temporarily stepped aside from the post of managing director of Rhône and returned to his role as senior advisor to dedicate his efforts to Maxam, a company in Rhône's investment portfolio, as he had taken on the post of Executive Chairman and CEO of Maxam in May 2020. With effect from 1st January 2024, Mr Vargas resumed his role as managing director of Rhône, and has taken on oversight responsibilities for Rhône's European operations from the firm's London office. For this reason, he resigned as CEO of Maxam and continues to be the Executive Chairman of the multinational as part of Rhône's ongoing supervision of its investment. Previously he had been Chairman and CEO of Aena SME, S.A., and led the restructuring process, partial privatization and IPO of the company in 2015. Before joining Aena, he held senior management posts in Vocento, S.A. where he was Financial Director until he was promoted to CEO and was also CEO of ABC. Prior to his time in the communication industry, he had been financial director and general secretary of JOTSA (part of the Philipp Holzmann group). In addition to his role as Chairman of Maxam, Mr Vargas is also part of the Board of Directors of Fluidra, S.A. Throughout his career, Mr Vargas has also served on the Board of Directors of other companies, such as Aena, Vocento, the newspaper ABC, the COPE radio station, Net TV, the newspaper El Correo and Wellbore Integrity Solutions. In early 2024 he was also appointed as a director of two companies: ASK Chemicals, which is part of Rhône's portfolio, and Petra Diamonds, and was appointed Chairman of the latter in November 2024. In 2015 he won the prize for Best Executive of the Year awarded by the Spanish Executives Association (Asociación Española de Directivos - AED) and was named Person of the Year in the economic and financial field by Spanish economic newspaper El Economista. Mr Vargas has a degree in Economic and Business Sciences from the Complutense University of Madrid and holds a Law Degree from UNED. He is also a chartered accountant. |
| Mr MANUEL PUIG ROCHA | SCHWARZSEE 2018, S.L. | Born in 1961, Manuel Puig Rocha qualified as an Industrial Engineer from the Polytechnic University of Catalonia (UPC). Manuel Puig has held several executive posts in Puig for more than 35 years. During his career at Puig, he was responsible for managing several of its brands and in the last ten years he has participated very actively in the important acquisition processes that have brought about the inorganic growth of Puig. Manuel Puig is Vice-Chairman of Puig and Chairman of the ESG Commission of the Board of Directors of Puig. He is also a member of the Boards of Directors of Exea Empresarial, Isdin, Flamagas and Colonial. |
| Mr MICHAEL STEVEN LANGMAN | RHÔNE CAPITAL, LLC | Born in 1961, Michael Steven Langman co-founded Rhône in 1996 and has been responsible for the day-to-day management of the company since its incorporation. Rhône is an alternative asset management company specializing in private equity. He is a Member and Managing Director of Rhône. Before founding Rhône, Mr Langman was a Managing Director at Lazard Frères, where he specialized in mergers and acquisitions. Before joining Lazard Frères, he worked in the mergers and acquisitions department of Goldman Sachs. He has over thirty years of experience in finance, analysis and investments in public and private companies. In addition to Fluidra, S.A., Mr Langman currently serves on the Boards of Directors of several companies in Rhône's investment portfolio, including Freddy's, Saks Global (formerly Hudson's Bay Company), Lummus Technology L.L.C., Vista Global Holdings and Wellbore Integrity Solutions LLC. He graduated with honours from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics. |
| Mr BRUCE WALKER BROOKS | ANIOL, S.L. | Born in 1964, Bruce W. Brooks holds a Degree in Marketing from the University of Virginia. Bruce has significant experience in international management, after more than 20 years at Black & Decker Corporation. In 1986, shortly after obtaining his degree, he started his career at that company, where he held a number of different posts over the years, including group vice-president, president of the consumer product group, president of construction tools and vice-president for Latin America. In 2011, he joined Zodiac Pool Solutions where he held the post of CEO. During his time at Zodiac, Bruce led the company to an approach focused on the residential pool market, thus leading the company's financial resurgence after 2011. In 2016, Bruce oversaw the successful transition of ownership from the Carlyle Group to Rhône Group and in 2018 he played a decisive role in the plan to integrate with Fluidra. Throughout his career, Bruce has shown great skill in the management and development of existing companies as well as in their expansion into new markets, at both domestic and international level and is highly valued for his strategic reasoning and his capacity to develop and execute systems and processes with the successful attainment of short and long-term goals. Bruce held the post of co-CEO of Fluidra until September 2024 and is currently a member of the Board of Directors of Fluidra and of Copperweld. |
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EXTERNAL PROPRIETARY DIRECTORS
| Name of director | Name of significant shareholder represented by the director or that proposed the director's appointment | Profile |
|---|---|---|
| Ms MERCEDES GRAU MONJO | BOYSER, S.L. | Born in 1966, Mercedes Grau Monjo has a degree in business management and administration and an MBA from ESADE, as well as a post-graduate qualification in international finances from Stockholm School of Economics and Bocconi University (Milan). In 1993, she obtained certification as a Series 7 and Series 63 representative from the National Association of Securities Dealers ("NASD") in New York. She spent the early part of her career at Banco de Progreso (corporate bank of the March Group) and at Merrill Lynch, where she rose to the post of Vice-President, with responsibilities for managing the Private Wealth business for clients in Catalonia and the Balearic Islands. In 2003, Mercedes joined Credit Suisse as Managing Director, and was a member of the Spain Management Committee and the Strategic Committee of Credit Suisse Private Banking Europe (CSPB Europe), with private banking responsibilities with national and European exposure. In 2008, she joined the management team at Caixa Catalunya, as General Manager of Private Banking and Asset Management, and member of the Management Committee of Caixa Catalunya. In her last executive phase at Banca March, she held the post of Managing Director with responsibility for commercial and private banking, as well as being a member of the Management and Executive Committee of Banca March, where she led the expansion of the March Group's global business in Spain. Previously, she has also been Chair of the Board of CX Inversion SGIIC, S.A., director of Metrópolis and of Finaves IV, member of the management board of Inverco Cataluña and of ESADE Alumni, and director of Elix Vintage Residencial SOCIMI, S.A. (a company listed on the former MAB, in which KKR and Altamar had shareholdings, and which was sold to Allianz). She was also partner and director of MdF Family Partners and an independent director on the Board of TREA Asset Management SGIIC, S.A. Mercedes is currently a partner and Board member of the multi-family office Talenta Gestión SGIIC, S.A., an independent financial management and advising company, and a member of its Management Committee. She is also an independent director on the Boards of LogisFashion, S.A., Elix Rental Housing SOCIMI II, S.A., Elix Advice, S.A. and Boyser Corporate Portfolio, S.L.U. In January 2025, she was appointed president of ACG Spain, Association for Corporate Growth, an association linked to corporate business growth and M&A. Alongside her professional career, she has collaborated with a number of Foundations dedicated to children. Among others, she collaborates with Fundación Small in the ARI project of the Hospital Clínic in Barcelona, and with EATICA, which deals with eating disorders. |
| Ms MARIA DEL CARMEN GAÑET CIRERA | EDREM, S.L. | Born in 1968, Carmina Ganyet Cirera holds a degree in Economic Sciences and Business Administration from the Autonomous University of Barcelona. She also followed post-graduate studies at ESADE. Carmina Ganyet started her career at Arthur Andersen. In 1995 she was appointed head of Investment and Management Control of the Financial, Real Estate and Insurance Group of Caixa Holding (now Criteria). In 1999 she led the IPO of Colonial-SFL and in 2000 she was named Financial Director, and became a member of its Management Committee. In January 2009, she was appointed Corporate Managing Director, and is also a member of its ESG Committee and of the Investments Committee. An expert in Corporate Finance and capital markets, she led the international expansion of Colonial-SFL and the consolidation of its leadership through several corporate operations. She also successfully led its financial restructuring process, consolidating its position as one of the best real estate companies in Europe. Carmina Ganyet also has teaching experience, as a lecturer in the Faculty of Business Administration of Ramon Llull University. She has previously been an independent director on the Board of the Institut Català de Finances (ICF) and of SegurCaixa Adeslas and a proprietary director of Société Foncière Lyonnaise. She has received a number of prizes and awards in recognition of her professional attainments. Carmina Ganyet is currently an independent external director of Repsol, and a member of its Executive Committee, and corporate managing director of Colonial-SFL as well as a member of its Management Committee. She is Vice-President of the Círculo de Economía, a member of the Board of ULI-Spain and ULI Barcelona, and Vice-President of Barcelona Global. |
Total number de proprietary directors
6
% of total board
42.86
The appointment of Mr Manuel Puig Rocha was also proposed by the shareholder G3T, S.L.
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EXTERNAL INDEPENDENT DIRECTORS
| Name of director | Profile |
|---|---|
| Ms OLATZ URROZ GARCIA | Born in 1973, Ms Olatz Urroz García started her career at General Electric (GE), where she performed a range of diverse roles in different areas (industrial, energy, financial services) and geographies (including the United Kingdom and Italy) until 2010, when she became Chief Financial Officer for the EMEA region of GE Energy. In 2013 she joined Brand Infrastructure Services as Vice-President of Finance for international business (all except the USA). That company had the backing of the private equity firm CD&R. In 2017, Ms Urroz moved to Vodafone PLC (HQS) as the Chief Financial Officer for Technology and Common Functions. In the summer of 2019, she joined Amazon.com as Vice President of Finance, Global Customer Fulfilment, Customer Service, Robotics, Sustainability, Real Estate, Health and Safety and Product and Customer Assurance. In late 2022 she took on the role of CFO of PagoNxt, a stand-alone fintech company of Banco Santander, where she was responsible for the end-to-end CFO role leading around 500 people across multiple geographies. In September 2024, Ms Urroz joined Banco Santander as Chief of Staff and Strategy. |
| Ms ESTHER BERROZPE GALINDO | Born in 1970, Esther Berrozpe has extensive international experience having worked for more than three decades in consumer goods companies, where she has held posts of responsibility both in Europe and North America. She has considerable experience in the commerce, industry and logistics sectors, in talent and cultural change management, as well as in mergers and acquisitions. Esther currently holds the posts of President, CEO and director of Attindas Hygiene Partners, world leader in the personal hygiene sector. Before joining Attindas, Esther was CEO of Ontex, a leading international group in personal hygiene listed on Euronext Brussels. Before Ontex, Esther worked for 19 years at Whirlpool Corporation, world leader in the household electrical goods sector, where she held several executive posts, the last of which as president for Europe, the Middle East and Africa and as executive vice-president of the company. Previously, Esther worked for Paglieri, Sara Lee and the Wella Group. She was a senior advisor at American Industrial Partners (AIP) and an independent director of Pernod Ricard, Ontex Group and Roca Corporación. Esther holds a degree in Economics and Business Science from Deusto University in San Sebastián (Spain), and studied Economics and International Business at the University of Bergamo (Italy). |
| Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ | Born in 1964, Jorge Constans holds a degree in Economics from the University of Barcelona, the General Management Programme of IESE and Business Management from ESADE. In a career spanning 22 years at Danone, he held several positions in sales, marketing, general management in Spain and was later Chairman and CEO of Danone France. He was then responsible for the Europe region, and responsibility for the USA was later added. During the last two years in the company, he was chairman of the dairy product division, with turnover of 12 billion € and present in more than 50 countries. At Louis Vuitton he held the position of Chairman and CEO. He currently serves on the Boards of Puig, Mango and Fluidra. |
| Ms AEDHMAR HYNES | Born in 1966, Aedhmar Hynes has developed her career in the communication and marketing industry over more than three decades, leading and supporting many of the most influential brands in the world through digital transformation and technological disruption (advising technological powerhouses such as Adobe, Cisco, Harmon, IBM, Lenovo and Xerox). For more than 25 years, Aedhmar Hynes has held several executive posts in Text100, one of the leading digital communication agencies in the world, with 22 offices and more than 600 consultants in Europe, North America and Asia. From 1997 to 2000 she was President of the Operations division in North America, participating in the foundation of the first Text100 office in Silicon Valley and the establishment of offices in the US market (New York, Boston, Rochester and San Francisco) and from 2000 to 2018 she held the post of Global CEO, making the agency a world leader in the digital marketing sector. In the course of her career, she has held the post of director at Rosetta Stone (RST) and Tupperware TUP (both traded on the New York Stock Exchange). Aedhmar Hynes is currently a member of the Board of Directors of IP Group plc IPO.L (which is traded on the London Stock Exchange) and Jackson Family Wines. She also participates actively in non-profit organizations, as a member of the Board of Directors of Technoserve, a member of the Board of Trustees of Connecticut Public Broadcasting Network and as a member and former president of the Board of Trustees of The Page Society. Aedhmar Hynes has been distinguished with some of the most significant awards in the digital communication sector (specifically, in recent years she has been included among the 50 most influential communications professionals in the world and in 2019 she was included in the "PRWeek" Hall of Fame). |
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EXTERNAL INDEPENDENT DIRECTORS
| Name of director | Profile |
|---|---|
| Mr BRIAN MCDONALD | Born in 1963, Brian McDonald was CEO of RGIS from 2014 to 2017. At that time, RGIS was the world's leading inventory management company, a 680-million-dollar business with 53,000 associates in 30 countries around the world. Before joining RGIS, Brian was executive vice-president and operations director at Tyco International, where he had direct responsibility for its fire and security installation and services division valued at 7.8 billion dollars. Brian worked at Tyco for more than 10 years in different roles, including Sales Director, Vice-President of Field Operations, Vice-President of Southern Operations and Managing Director of ADT United Kingdom/Ireland. Before joining Tyco, Brian held several executive positions with the UTC Power and Otis Elevator units of United Technologies. He is currently an executive of BLM Advisors LLC, having held this post since January 2018. Since September 2022, he has also been a member of the Board of Directors of Modigent LLC, a US company that provides mechanical, electrical and HVAC service in a large part of the country. He has a Degree in Physics from the US Naval Academy and MBA in Operations management from the University of Virginia Darden Graduate School of Business. On graduating from the Naval Academy, Brian served for 5 years as a lieutenant and division officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is a trustee of the US Naval Academy Foundation Athletics and Scholarship Programs. |
| Ms BARBARA BORRA | Born in 1960, Barbara Borra has been President and CEO of the home solutions division of the Franke Group since January 2019. Barbara has extensive international experience, having lived in 9 countries and 11 cities in Europe, the USA and China. Before joining Franke, Barbara worked at Whirlpool for 10 years, holding different senior management posts, most recently as Vice-President of operations in China. Previously, Barbara held a number of international posts in different countries during her time at Rhodia and General Electric. Barbara has a degree in Chemical Engineering from Turin Polytechnic and an MBA from INSEAD. |
Total number of independent directors
6
% of total board
42.86
There are no observations.
State whether any director classified as independent receives from the company or its group any amount or benefit for items other than director remuneration, or maintains or has maintained during the last year a business relationship with the company or with any company of its group, whether in the director's own name or as a significant shareholder, director, or senior manager of an entity that maintains or has maintained such a relationship.
If applicable, include a reasoned statement from the board regarding the reasons why it considers that the director in question can carry out his/her duties as an independent director.
| Name of director | Description of relationship | Reasoned statement |
|---|---|---|
| No data |
OTHER EXTERNAL DIRECTORS
Identify the other external directors and describe the reasons why they cannot be considered proprietary or independent directors, as well as their ties whether with the company, its management or its shareholders:
| Name of director | Reasons | Company, director or shareholder with which the director has ties | Profile |
|---|---|---|---|
| No data |
Total number of other directors
N/A
% of total board
N/A
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State the changes, if any, in the category of each director during the period:
| Name of director | Date of change | Former category | Current category |
|---|---|---|---|
| Mr BRUCE WALKER BROOKS | 07/05/2025 | Other External | Proprietary |
C.1.4. Complete the following table with information regarding the number of female directors for the last 4 years, as well as the category of such directors:
| Number of female directors | % of total directors of each category | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2025 | 2024 | 2023 | 2022 | |
| Executive | 0 | 0 | 0 | 0 | ||||
| Proprietary | 2 | 33.34 | 0 | 0 | 0 | |||
| Independent | 4 | 4 | 3 | 2 | 66.67 | 66.67 | 60 | 40 |
| Other External | 0 | 0 | 0 | 0 | ||||
| Total | 6 | 4 | 3 | 2 | 42.86 | 28.57 | 23.08 | 16.67 |
C.1.5. State whether the company has diversity policies in relation to the board of directors of the company on such matters as age, gender, disability, or professional training and experience. Small and medium-sized enterprises, as defined in the Auditing Act, must disclose at least the policy they have implemented in relation to gender diversity.
☑ Yes
☐ No
☐ Partial policies
If such diversity policies exist, describe them, their goals, the measures and the way in which they have been applied and the results obtained during the year. Also state the specific measures adopted by the board of directors and the appointments and compensation committee to achieve a balanced and diverse presence of directors.
If the company does not apply a diversity policy, explain the reasons why it does not do so.
Description of policies, goals, measures and how they have been applied, as well as the results obtained
The Appointments and Compensation Committee ("ARC") Regulations establish that this Committee is responsible for evaluating the necessary skills, knowledge and experience on the Board, defining as a result the functions and aptitudes required in the candidates to fill vacancies, evaluating the time and dedication required for them to fulfil their duties. For this purpose: (a) it will draw up a skills matrix; (b) it will evaluate the time and dedication required for them to fulfil their duties effectively; and (c) it will promote programmes to update directors' knowledge, when necessary. The ARC should also set representation targets for the least-represented sex on the Board, drawing up guidelines on how to reach this target and reporting to the Board on matters of gender diversity and qualifications of directors (see the Annual Report on the activities of the ARC in 2025 for further information).
The selection policy for candidates to hold positions on the Board of Fluidra ("Director Selection Policy", which is published on the Company's website under "Investors, Corporate Governance, Fluidra Policies") is aimed at favouring an appropriate composition of the Board of Directors. In accordance with the Good Governance Code for Listed Companies, the Director Selection Policy ensures that the proposed appointments of Company directors are based on a prior analysis of the needs of the Board of Directors, and favours diversity of knowledge, experience and gender within the Board of Directors, so that they do not suffer from implicit bias that could lead to any kind of discrimination and, in particular, could hinder the selection of female candidates, promoting an increase in their presence in light of best corporate governance practice, subject at all times to the fundamental principle of merit and suitability of the candidate in line with the analysis of the Company's needs carried out by the Board of Directors.
The Director Selection Policy assures compliance with applicable legislation on diversity in the composition of the Board of Directors and ensures that selection processes favour diversity (not just of gender but also of nationalities, countries of origin, cultural roots and experience and knowledge) so that they do not suffer from implicit bias that could lead to any kind of discrimination and, in particular, that could hinder the selection of female candidates. It also establishes that, as a general rule, proposals for the appointment or re-election of directors to be submitted to the General Meeting cannot be for a term of more than two (2) years, to give more flexibility to the incorporation of directors if necessary for the company.
Among other activities, the ARC and the Board of Directors of the Company have continued to work on increasing gender diversity in the Board of Directors in accordance with the provisions of article 529 bis of the Companies Act with the aim of reaching the established percentage at the General Shareholders' Meeting of 2025. In the selection processes, our starting point is an analysis of the Board's skills map to
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determine the needs to be covered, and gender diversity is taken into consideration, balanced alongside other criteria of the desired profile, such as knowledge, nationality, experience and technical capabilities, subject at all times to the fundamental principle of merit and suitability of the candidate.
We can state that the measures adopted in relation to director selection are working, and proof of this is the fact that three of the last five appointments of independent directors have been covered by women: Ms Esther Berrozpe, Ms Aedhmar Hynes and Ms Olatz Urroz.
Furthermore, following the end of the tenure of two proprietary directors, two women have been appointed. With these appointments, the percentage of women on the Board has increased to 42.86%, and therefore in 2025 the Company has exceeded the requirement of 40% representation of the least-represented sex on the Board.
C.1.6. Explain any measures approved by the Appointments Committee in order for selection procedures to be free of any implicit bias that hinders the selection of female directors, and in order for the company to search deliberately for women who meet the professional profile that is sought and include them among potential candidates and reach a balanced presence of men and women. Also state whether these measures include measures to foster the presence of a significant number of female senior executives:
Explanation of measures
In its Director selection and appointment criteria approved by the Board of Directors, Fluidra establishes that, in choosing directors, the Company will take into consideration the Board skills map to determine the needs to be covered and gender diversity, with the object of ensuring equality of opportunity as indicated in the Equality Act, the Code of Commerce, the Companies Act and the Auditing Act, with regard to non-financial and diversity reporting. Similarly, Fluidra will strive to achieve in relation to its Board of Directors, not only gender diversity, but also diversity of nationalities, countries of origin, cultural roots, age and professional experience and knowledge. Accordingly, in director selection processes, candidates will be evaluated under criteria of equality and objectivity, avoiding implicit bias that could lead to any kind of discrimination and, in particular, hinder the selection of female directors. In addition to the measures included in the Director Selection Policy to foster diversity, described in section C.1.5 above, one of the principles of which is to avoid, in the selection of candidates, any kind of bias that could lead to discrimination and, in particular, hinder the selection of persons of either sex, the ESG (Environmental, Social and Governance) Policy determines that all persons, irrespective of their race, gender, religion or ideology, have the same opportunities of access to the organization and personal treatment, to develop their professional potential, in line with the group's principles and values. Furthermore, in accordance with the ESG Policy, the Company must foster a business culture based on equality of treatment and opportunities between men and women.
Finally, it should be noted that the selection processes have deliberately sought to increase the Board with female candidates, with the aim of achieving a gender balance on the Board (see the Annual Report on the Activities of the Appointments and Compensation Committee in 2025 for further details).
The Company is also working to increase the number of female senior executives in its Management Committee ("MAC"). In this regard, in the first quarter of 2024 a new female executive joined the MAC, which is now made up of 11 members, 2 of which are women (18.18%).
If there are few or no female directors or senior managers despite any measures adopted, describe the reasons for this:
Explanation of reasons
One of the goals of the Appointments and Compensation Committee in relation to the director and senior management selection policy is to favour diversity in terms of professional background, knowledge, nationality and, especially, gender. In 2025 the Company complies with the requirement established in the Companies Act concerning the presence of the least-represented sex on the Board of Directors, reaching 42.86%. The Board also has a good cultural balance and in terms of geographic origin.
In this regard, the Appointments and Compensation Committee continues to work so that future selection processes will continue to favour gender diversity not only on the Board of Directors but also in Senior Management, in order to comply with the Good Governance recommendation on this matter.
C.1.7. Explain the conclusions of the appointments committee regarding verification of compliance with the policy aimed at favouring an appropriate composition of the board of directors.
The Appointments and Compensation Committee oversees compliance with the Director Selection Policy for the purpose of ensuring that selection processes take into consideration gender diversity balanced with other criteria of the profile being sought such as knowledge, nationality, experience and solvency of the candidates. In this regard, the most recent decisions of the Appointments and Compensation Committee in relation to the appointment of the new members of the Board of Directors reflect effective compliance with the policy aimed at favouring an appropriate composition of the Board of Directors. The Appointments and Compensation Committee and the Board of Directors of Fluidra are aware of the relevance of complying with the provisions of article 529 bis of the Companies Act on gender diversity and proof of this is the fact that with the appointment by the General Shareholders' Meeting of two female proprietary directors in May 2025, the target of a presence of more than 40% of the least-represented sex on the Board has been reached.
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C.1.8. Explain, if applicable, the reasons why proprietary directors have been appointed at the proposal of shareholders whose shareholding is less than 3% of share capital:
| Name of shareholder | Justification |
|---|---|
| No data |
State whether there has been no answer to formal petitions for presence on the board received from shareholders whose shareholding is equal to or greater than that of others at
whose proposal proprietary directors have been appointed. If applicable, describe the reasons why such petitions have not been answered:
☐ Yes
☑ No
C.1.9. State any powers and faculties delegated by the board of directors, including powers relating to the possibility of issuing or repurchasing shares, to CEOs or committees of the board:
| Name of director or committee | Brief description |
|---|---|
| ELOY PLANES CORTS | The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Eloy Planes Corts, Chairman and Co-CEO of the Company. |
| JAIME ALBERTO RAMÍREZ ALZATE | The Board of Directors has delegated on a permanent basis all the faculties permitted by law to Mr Jaime Alberto Ramírez Alzate, Co-CEO of the Company. |
C.1.10. Identify any members of the board who are directors, representatives of directors or officers of other companies that form part of the listed company's group:
| Name of director | Name of group company | Position | Does he/she have executive duties? |
|---|---|---|---|
| Mr ELOY PLANES CORTS | ASTRAL NIGERIA, LTD | DIRECTOR | NO |
| Mr ELOY PLANES CORTS | FLUIDRA COMMERCIAL, S.A.U. | JOINT CEO | YES |
| Mr ELOY PLANES CORTS | INNODRIP, S.L. | JOINT CEO | YES |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | INNODRIP, S.L. | JOINT CEO | YES |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | FLUIDRA COMMERCIAL, S.A.U. | JOINT CEO | YES |
C.1.11. Identify the posts of director or representative of director held in other companies, whether or not they are listed companies, by directors of your company or representatives of directors:
| Identification of director or representative | Name of company, listed or not | Position |
|---|---|---|
| Mr JOSE MANUEL VARGAS GÓMEZ | MaxamCorp Holding, S.L. (Rhône portfolio) | CHAIRMAN |
| Mr JOSE MANUEL VARGAS GÓMEZ | Petra Diamonds | CHAIRMAN |
| Mr JOSE MANUEL VARGAS GÓMEZ | ASK Chemicals International Holding, GmbH | DIRECTOR |
| Ms OLATZ URROZ GARCIA | Santander Consumer Bank AG / Santander Consumer Holding GmbH | OTHER |
| Ms ESTHER BERROZPE GALINDO | Attindas Hygiene Partners, Inc. | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey DPC Corp. | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey DPC Holdings Corp. | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey Personal Care Corp | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey Personal Care Holdings Corp. | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | PCG Holdings LLC | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey Personal Care Holdings Ltd. | CEO |
| Ms ESTHER BERROZPE GALINDO | Attends Healthcare Products Inc. | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Journey Personal Care Holdings LLC | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Associated Hygienic Products LLC | CHAIRMAN |
| Ms ESTHER BERROZPE GALINDO | Laboratorios Indas, S.A.U. | SOLE DIRECTOR |
| Mr MANUEL PUIG ROCHA | Beijing Yitian Shidai Trading Co., LLC | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Inmo Montaigne | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Ponteland Distribuição SA | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Puig North America, INC | DIRECTOR |
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| Identification of director or representative | Name of company, listed or not | Position |
|---|---|---|
| Mr MANUEL PUIG ROCHA | Charlotte Tilbury Limited | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Inmo USA INC | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Quaestor Holdings SA | VICE-CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Cosmetika SAS | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Isdin, S.A. | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Colonial SFL, SOCIMI S.A. (formerly Immobiliaria Colonial, SOCIMI, S.A.) | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Sociedad Textil Lonia, S.A. | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Quaestor Investments, S.A. | CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Puig Brands, S.A. | VICE-CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Inmocol Torre Europa, S.A. | CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Exea Capital, SCR, S.A. | CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Whymper 1865, S.C.R., S.A. | CHAIRMAN |
| Mr MANUEL PUIG ROCHA | Exea Ventures, S.L.U. | REPRESENTATIVE OF DIRECTOR |
| Mr MANUEL PUIG ROCHA | Tansiluxs, S.L. | JOINT DIRECTOR |
| Mr MANUEL PUIG ROCHA | Casa Fiesta Formentera y Asociados, S.L. | JOINT DIRECTOR |
| Mr MANUEL PUIG ROCHA | Exea Quorum (formerly Exea Empresarial, S.L.) | REPRESENTATIVE OF DIRECTOR |
| Mr MANUEL PUIG ROCHA | Inmo, S.L. | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Lyskamm 1861, S.L. | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | EXEA INVERSIÓN EMPRESARIAL, S.L. (formerly Puig, S.L.) | REPRESENTATIVE OF DIRECTOR |
| Mr MANUEL PUIG ROCHA | Maveinn Inversiones Inmobiliarias, S.L. | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Torre Puig LH 4648, S.L. | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Flamasats, S.L. | DIRECTOR |
| Mr MANUEL PUIG ROCHA | Schwarzsee 2018, S.L. | JOINT AND SEVERAL DIRECTOR |
| Mr MANUEL PUIG ROCHA | Real Automóvil Club de Cataluña, S.L. | OTHER |
| Mr JORGE VALENTIN CONSTANS FERNANDEZ | Puig Brands, S.A. | DIRECTOR |
| Mr JORGE VALENTIN CONSTANS FERNANDEZ | Punto Fa, S.L. (Mango) | DIRECTOR |
| Mr ELOY PLANES CORTS | Adbe Partners, S.L. | REPRESENTATIVE OF DIRECTOR |
| Mr ELOY PLANES CORTS | Al Lerele Inversions, S.L. | CHAIRMAN |
| Mr ELOY PLANES CORTS | Dispur, S.L. | DIRECTOR |
| Mr ELOY PLANES CORTS | Fixe Climbing, S.L. | REPRESENTATIVE OF DIRECTOR |
| Mr ELOY PLANES CORTS | Family Business Institute | TRUSTEE |
| Mr ELOY PLANES CORTS | Business and Climate Foundation | TRUSTEE |
| Mr ELOY PLANES CORTS | Catalunya Cultura Foundation | CHAIRMAN |
| Mr ELOY PLANES CORTS | Barcelona Chamber of Commerce | 1st VICE-PRESIDENT |
| Mr ELOY PLANES CORTS | Barcelona International Pool Trade Show | CHAIRMAN |
| Ms AEDHMAR HYNES | Jackson Family Wines | DIRECTOR |
| Ms AEDHMAR HYNES | IP Group Plc | DIRECTOR |
| Ms AEDHMAR HYNES | Connecticut Public Broadcasting Network | TRUSTEE |
| Ms AEDHMAR HYNES | Technoserve (Non-profit organization) | DIRECTOR |
| Ms AEDHMAR HYNES | The Page Society | TRUSTEE |
| Mr MICHAEL STEVEN LANGMAN | Freddy's (Rhône portfolio) | DIRECTOR |
| Mr MICHAEL STEVEN LANGMAN | Rhône Group LLC and affiliated entities | CEO |
| Mr MICHAEL STEVEN LANGMAN | Vista Global Holding Limited (Rhône portfolio) | DIRECTOR |
| Mr MICHAEL STEVEN LANGMAN | Lummus Technology LLC (Rhône portfolio) | DIRECTOR |
| Mr MICHAEL STEVEN LANGMAN | Hospital for Joint Disease Musculoskeletal, NYU Langone Medical Center | DIRECTOR |
| Mr MICHAEL STEVEN LANGMAN | Wellbore Integrity Solutions LLC (Rhône portfolio) | DIRECTOR |
| Mr MICHAEL STEVEN LANGMAN | Saks Global (formerly Hudson's Bay Company) (Rhône portfolio) | DIRECTOR |
| Mr BRIAN MCDONALD | BLM Advisors LLC | SOLE DIRECTOR |
| Mr BRIAN MCDONALD | US Naval Academy Athletics and Scholarship Foundation | TRUSTEE |
| Mr BRIAN MCDONALD | Modigent, Inc. | DIRECTOR |
| Ms BARBARA BORRA | Franke Home Solutions | CHAIRMAN -CEO |
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| Identification of director or representative | Name of company, listed or not | Position |
|---|---|---|
| Ms BARBARA BORRA | Franke Kitchen Systems Egypt S.A.E. | CHAIRMAN |
| Ms BARBARA BORRA | Franke S.p.A. | CHAIRMAN |
| Ms BARBARA BORRA | Franke New Zealand | CHAIRMAN |
| Ms BARBARA BORRA | Franke Australia Pty Ltd. | CHAIRMAN |
| Ms BARBARA BORRA | Industrias Spar San Luis S.A. | DIRECTOR |
| Ms BARBARA BORRA | Franke Mutfak ve Banyo Sistemieri Sanayi ve Tic. A. | CHAIRMAN |
| Ms BARBARA BORRA | Franke France SAS | CHAIRMAN |
| Ms BARBARA BORRA | Franke (China) Kitchen System Co. Ltd. | CHAIRMAN |
| Ms BARBARA BORRA | Franke Faber India Pvt. Ltd. | DIRECTOR |
| Ms BARBARA BORRA | Franke Mexico S.A. de C.V. | CHAIRMAN |
| Ms BARBARA BORRA | Franke UK Ltd. | CHAIRMAN |
| Ms MARIA DEL CARMEN GAÑET CIRERA | REPSOL, S.A. | DIRECTOR |
| Ms MARIA DEL CARMEN GAÑET CIRERA | EDREM, S.L. | DIRECTOR |
| Ms MARIA DEL CARMEN GAÑET CIRERA | S&I ADVISORYCO, S.L. | DIRECTOR |
| Ms MARIA DEL CARMEN GAÑET CIRERA | HQ AMERICA SOCIMI, S.A. | DIRECTOR |
| Mr BRUCE WALKER BROOKS | Copperweld | DIRECTOR |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | Kimberly-Clark | DIRECTOR |
| Ms MERCEDES GRAU MONJO | Talenta Gestión SGIIC, S.A. | DIRECTOR |
| Ms MERCEDES GRAU MONJO | ELIX RENTAL HOUSING SOCIMI II, S.A.U. | DIRECTOR |
| Ms MERCEDES GRAU MONJO | ELIX SCM PARTNERS, S.L. | DIRECTOR |
| Ms MERCEDES GRAU MONJO | BOYSER CORPORATE PORTFOLIO, S.L.U. | DIRECTOR |
| Ms MERCEDES GRAU MONJO | MONGRAMER, S.L. | CEO |
| Ms MERCEDES GRAU MONJO | LOGISFASHION, S.L. | REPRESENTATIVE OF DIRECTOR |
State any other remunerated activities of directors or representatives of directors, irrespective of their nature, other than those indicated above:
| Identification of director or representative | Other remunerated activities |
|---|---|
| Ms OLATZ URROZ GARCÍA | Chief of Staff and Strategy at Banco Santander |
| Mr JORGE VALENTIN CONSTANS FERNANDEZ | He has provided business consultancy services for which he has received remuneration. |
| Mr BRIAN MC DONALD | He has provided consultancy services as an expert in the sector in relation to the acquisition of companies for which he has received remuneration. |
| Ms MARIA DEL CARMEN GAÑET CIRERA | Chief Corporate Officer at Colonial – SFL SOCIMI |
Ms Barbara Borra receives remuneration for her post as President and CEO of Franke Home Solutions.
Mr Jorge Constans receives remuneration for his posts as director of Puig Brands, S.A. and Punto Fa, S.L. (Mango).
Mr Steven Langman receives remuneration for his post as managing director of Rhône Group LLC.
Mr Brian McDonald receives remuneration for his posts as director of Modigent, Inc.
Ms Aedhmar Hynes receives remuneration for her posts as director of IP Group Plc and of Jackson Family Wines.
Mr Manuel Puig receives remuneration for his post as director of Lyskamm 1861, S.L. and for his posts as director on the boards of Puig Brands, S.A., Quaestor Holdings, S.A., Colonial SFL, SOCIMI, S.A. and Real Club Automóvil de Cataluña, S.L.
Ms Esther Berrozpe receives remuneration for her post as CEO of the Attindas Hygiene Partners Group: all the companies mentioned above in which Ms Esther Berrozpe holds a post are part of the Attindas Hygiene Partners Group.
Mr Jose Manuel Vargas receives remuneration for his post as managing director of Rhône Group LLC, and for his post as chairman in Maxam Corp Holding, S.L. and also as chairman of Petra Diamonds.
Mr Bruce Brooks receives remuneration for his post as director of Copperweld.
Mr Jaime Ramírez receives remuneration for his post as director of Kimberly-Clark.
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C.1.12. State and, if applicable, explain whether the company has established rules on the maximum number of boards on which directors may serve, identifying, where appropriate, where this is regulated:
☑ Yes
☐ No
Explanation of the rules and identification of the regulating document
In the Board of Directors Regulations, the Company establishes in article 25 that anyone who belongs to more than four (4) Boards of Directors of listed companies other than the Company may not be appointed as a director of the Company.
C.1.13. State the following items relating to the total remuneration of the board of directors:
| Remuneration of the board of directors accrued in the year (thousand euros) | 8,526 |
|---|---|
| Amount of funds accumulated by present directors under long-term saving systems with vested economic rights (thousand euros) (thousand euros) | 768 |
| Amount of funds accumulated by present directors under long-term saving systems with non-vested economic rights (thousand euros) | |
| Amount of funds accumulated by former directors under long-term saving systems (thousand euros) |
Of the amount of vested pension rights accrued by the current directors, as detailed in the attached table, €29,000 was accrued in the 2025 financial year. The accrued remuneration includes the vesting of the incentive corresponding to the 2nd cycle 2023-2025, which entails the delivery of 88,500 shares to Mr. Eloy Planes and 70,800 shares to Mr. Bruce Brooks on June 25, 2026. Considering the share price as of December 31, 2025 (€23.16 per share), this would amount to a value of €2,050,000 for Mr. Eloy Planes and €1,640,000 for Mr. Bruce Brooks. The amount corresponding to Mr. Bruce Brooks is received in respect of the portion accrued in his capacity as former Executive Director of Fluidra.
C.1.14. Identify the members of the company's senior management who are not executive directors and state the total remuneration accruing to them during the year:
| Name | Position |
|---|---|
| Mr KEITH MCQUEEN | CHIEF PRODUCT OFFICER (CPO) |
| Mr CARLOS FRANQUESA CASTRILLO | PRESIDENT – Southern Europe, Australia and New Zealand |
| Ms CLARA VALERA JAQUES | STRATEGY, INVESTOR RELATIONS AND M&A SENIOR DIRECTOR |
| Mr DAVID MÉNDEZ RODRÍGUEZ | PRESIDENT – Central-Northern Europe and Emerging Markets |
| Mr JAVIER TINTORÉ SEGURA | CHIEF FINANCIAL & SUSTAINABILITY OFFICER (CFSO) |
| Mr NICOLÁS MARTÍNEZ FERNÁNDEZ | GLOBAL INTERNAL AUDIT & COMPLIANCE DIRECTOR |
| Mr JONATHAN VINER | PRESIDENT – North America |
| Ms SANDRA SOFIA TAVARES DA SILVA | CHIEF PEOPLE AND TRANSFORMATION OFFICER |
| Mr JORGE ALBERTO MAYTORENA MONTAÑO | CHIEF OPERATIONS OFFICER (COO) |
| Mr JAVIER RAMÍREZ GARCÍA | CHIEF INFORMATION OFFICER |
Number of women in senior management 2
Percentage of total members of senior management 18.18
Total senior management remuneration (in thousand euros) 5,582
2025 Annual Financial Report
C.1.15. State whether the board regulations have been amended during the year:
☑ Yes
☐ No
Description of amendments
The Board of Directors resolved, with effect from 7th May 2025, to approve an amendment of the Board of Directors Regulations for the purpose of changing the name of the Audit Committee to Audit and Sustainability Committee, and to modify the composition of this Committee, which is now made up of four members. The name of the Executive, Strategy and ESG Committee was also changed, and is now called Executive Committee.
Articles 3, 12, 13, 33 and 38 of the Board of Directors Regulations were amended accordingly.
C.1.16. State the procedures for the selection, appointment, re-election and removal of directors. Describe the competent bodies, the procedures to be followed and the criteria applied in each procedure.
Article 17.1 of the Board Regulations establishes that directors will be appointed at the proposal of the Appointments and Remuneration
Committee, in the case of independent directors, and following a prior report by the Appointments and Compensation Committee in the case of all other directors, by the General Shareholders' Meeting or by the Board of Directors. The proposal for appointment or re-election must be accompanied by a justificatory report from the Board assessing the competence, experience and merits of the proposed candidate, which will be attached to the minutes of the General Shareholders' Meeting or Board meeting.
In relation to external directors, article 18 of the Board Regulations establishes that the Board of Directors will strive to ensure that the elected candidates are persons of acknowledged solvency, competence and experience, and must exercise particular rigour in relation to those persons who are called upon to fill the positions of independent director established in article 6 of the Board Regulations.
In accordance with the provisions of the Appointments and Compensation Committee Regulations, the Appointments and Compensation Committee will evaluate the necessary skills, knowledge and experience in the Board and will define, consequently, the functions and aptitudes necessary in the candidates who are to fill each vacancy and will evaluate the time and dedication required for them to carry out their duties properly. For this purpose, it will, among others: (a) draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Compensation Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising and (b) evaluate the time and dedication required for them to fulfil their duties effectively.
Removal of Directors: Article 21.1 of the Board Regulations establishes that directors will be removed from their post when the period for which they were appointed has ended and when the General Meeting so decides making use of the faculties conferred on it by law or the Articles of Association. Reference should therefore be made to the situations established in the Companies Act, specifically in article 223 and following.
The Board may only propose the removal of an independent director before the end of the term established in the Articles of Association when there is due cause, observed by the Board following a report by the Appointments and Compensation Committee. In particular, due cause will be deemed to exist when the director has failed to comply with the inherent duties of the position or has incurred in the course of the term of office in any of the circumstances of impediment described in the definition of independent director established in the Companies Act.
In accordance with the Director Selection Policy, the selection of candidates is based on a prior analysis of the needs of the Company, the group and the Board. The Board must ensure that the procedures for selecting its members favour diversity of gender, nationalities, countries of origin, cultural roots, experience and knowledge, so that they do not suffer from implicit bias that could lead to any kind of discrimination and, in particular, could hinder the selection of female candidates, promoting an increase in their presence in light of best corporate governance practice, subject at all times to the fundamental principle of merit and suitability of the candidate in line with the analysis of the Company's needs carried out by the Board of Directors. When a vacancy arises, the Board of Directors will instruct the Appointments and Compensation Committee to draw up a report setting out the evaluation of the skills, knowledge and experience, and also the diversity that are necessary in the Board of Directors and define, consequently, the required functions and aptitudes of the candidates to fill each vacancy. Based on this report, the Board of Directors will carry out an analysis of the needs of the Company and the group, which is to serve as the starting point for the director selection process. The Company may make use of the services of external advisors for the prior analysis of the Company's needs, the search for or evaluation of candidates to the post of director or the evaluation of their performance.
The candidate selection process must, in any case, avoid any kind of bias that could lead to discrimination and, in particular, could hinder the selection of persons of either sex.
Any director may ask the Appointments and Compensation Committee to take potential candidates into consideration to decide whether it considers them suitable to cover vacancies on the Board, provided that they meet the requisites established in this Policy.
When the re-election of any director is being considered, the re-election proposal submitted to the General Meeting by the Board must be preceded by a report issued by the
Contents
2025 MANAGEMENT REPORT
- ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
Appointments and Compensation Committee. This report will evaluate, especially, the director's performance during his or her term of office and his or her capacity to continue performing duties satisfactorily. In particular, in the case of independent directors, particular consideration will be given to the analysis of the Company's needs in order to determine whether the candidate for re-election can perform the functions and has the skills required by the Board, and for the second re-election, as the case may be, of an independent director, the Board of Directors may not propose to the General Meeting re-election for a term of more than two (2) years.
C.1.17. Explain the extent to which the annual evaluation of the board has given rise to significant changes in its internal organization and to the procedures applicable to its activities:
Description of changes
In accordance with the provisions of the Appointments and Compensation Committee Regulations, the Appointments and Compensation Committee will evaluate the necessary skills, knowledge and experience on the Board of Directors and will define the necessary duties and aptitudes of the candidates to fill each vacancy accordingly, and will evaluate the time and dedication required in order to discharge the duties well. For this purpose: (a) it will draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Compensation Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising; (b) it will evaluate the time and dedication required for them to fulfil their duties effectively; and (c) it will promote programmes to update directors' knowledge, when necessary.
The Appointments and Compensation Committee will also promote and co-ordinate the annual performance evaluation process of the Board of Directors, the Chairman of the Board, its Committees, their members and of executive directors.
Fluidra regularly (once every three years at most) conducts evaluations of the operation and composition of the Board of Directors and its Committees, with the assistance of an external consultant. The last two such evaluations were carried out in 2021 and 2024, by the external consultant Seeliger y Conde. In 2025 the evaluation was carried out internally.
The conclusion of the evaluation of the Board's functioning and composition has been positive, in general, highlighting that attendance and access to management are adequate, and the Board's documentation correctly sets out the main resolutions and actions. Presentations and debates are at an appropriate level, with an agenda aligned to the Board's strategic priorities. The general functioning favours a suitable tone and an effective balance between discussions in the Board and presentations by management. Overall, it is considered that the Board's performance is excellent.
The Board's effectiveness is therefore constantly advancing, with improvements in the dynamics, practices and performance of
the Board, confirming a more solid structure for meetings, an effective strategic approach and high levels of preparation and commitment. In addition, the information flow and supervisory practices show advances such as the improvement in interaction with management, with the opportunity to increase the frequency of interim updates of the CEO between meetings.
The results of the evaluation of the Board of Directors carried out in 2025 were reviewed and approved by the Appointments and Compensation Committee. The summary of conclusions reflected the healthy state of Fluidra's Board of Directors and its Committees, and made suggestions to improve the Board of Directors and continue advancing in the continuous improvement of Fluidra's governance bodies. Although the annual Board evaluation has not given rise to important changes in its internal organization or in the procedures applicable to its activities, action plans have been defined aimed at continuing to improve the effectiveness, efficiency and strategic alignment of the Board of Directors, fostering an active, integrated and forward-looking leadership structure.
Describe the evaluation process and the areas evaluated by the board of directors, assisted, as the case may be, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been evaluated.
Description of evaluation process and areas evaluated
The evaluation of the Board of Directors in 2024 was carried out with the participation of an external consultant, taking into account the recommendations of the Good Governance Code for Listed Companies and international best practice in corporate governance.
The purpose of the evaluation is to assess the Board's composition, operation and performance and provide a framework for self-assessment of its skills and competences by responding to a series of questions and statements. The questionnaire is organized in four parts: the first analyses the mechanics, the organization, the structure and the performance of the Board, the second is a self-assessment of skills which examines the capabilities of each of its members, the third part concerns training needs and the last part asks for suggestions to improve the general functioning of the Board.
In 2025, the results and conclusions of the evaluation carried out in December 2024 by the external consultant were submitted to the Chair of the Appointments and Compensation Committee.
C.1.18. In years when the evaluation has involved the assistance of an external advisor, detail any business relationship that the consultant or any company of its group have with the company or any of the group companies.
In 2024, the evaluation of the Board of Directors was assisted by the external consultant Seeliger y Conde, which has not provided any service to the Company in 2025. In previous years, Seeliger y Conde has provided certain advisory services to the Company, mainly consisting of support in selection processes, which in no case represent a conflict with the Company.
2025 Annual Financial Report
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C.1.19. State the circumstances in which the resignation of directors is mandatory.
In accordance with article 21.2 of the Board Regulations, directors must offer their resignation to the Board of Directors, formalizing their resignation if the Board so decides, in the following cases:
a) When they cease to hold the executive position to which their appointment as director was associated.
b) When they incur any of the situations of incompatibility or prohibition established by law.
c) When they are severely reprimanded by the Board of Directors because of breaching their obligations as directors.
d) When their continued presence on the Board could jeopardize or damage the Company's interests, credit or reputation or when the reasons for which they were appointed no longer exist (for example, when a proprietary director disposes of its shareholding in the Company). In particular, directors will be required to inform the Board of Directors and, as the case may be, resign when situations affecting them arise, whether or not they are related to their performance in the Company, that could damage the Company's credit and reputation, and particularly in relation to any criminal case in which they are named as investigated persons. The Board of Directors will examine the case and decide, following a report from the Appointments and Compensation Committee, whether or not it should take any measures, such as commencing an internal investigation, requesting the director's resignation or proposing his or her removal
e) In the case of independent directors, they may not remain in their position as such for a continued period of more than 12 years, and therefore at the end of that term they must offer their resignation to the Board of Directors.
f) In the case of proprietary directors (i) when the shareholder they represent sells the shareholding in full and furthermore (ii) in respect of the corresponding number, when the aforesaid shareholder reduces its shareholding to a level that requires a reduction in the number of proprietary directors.
Article 21.3 also establishes that, in the event that a director ceases to hold his or her position before the end of the term of office, due to resignation or any other reason, the aforesaid director must explain the reasons in a letter which will be sent to all members of the Board.
C.1.20. Are qualified majorities, different from the statutory majorities, required to adopt any type of decision?
☐ Yes
☑ No
If so, describe the differences.
C.1.21. Explain whether there are specific requirements, other than the requirements relating to directors, in order to be appointed chairman of the board of directors:
☑ Yes
☐ No
Description of requirements
In accordance with the provisions of article 8 of the Board Regulations, the Chairman of the Board of Directors will be elected out of the Board members with the favourable vote of at least nine (9) Board members, as established in the Company's Articles of Association, following a report from the Appointments and Compensation Committee. The removal of the Chairman of the Board will require that the corresponding resolution be passed with the favourable vote of at least nine (9) members of the Board of Directors.
C.1.22. State whether the Articles of Association or the Board regulations establish any age limit for directors:
☐ Yes
☑ No
C.1.23 State whether the Articles of Association or the Board regulations establish any limit on the term of office or other stricter requisites in addition to those established by law for independent directors, that is different from the term established by regulatory provisions:
☐ Yes
☑ No
C.1.24. State whether the Articles of Association or the Board regulations establish specific rules for proxy voting at Board meetings through other directors, the manner of doing so and, in particular, the maximum number of delegations that a director may hold, as well as whether any restriction has been established regarding the categories of directors who may be delegated, beyond the restrictions imposed by legislation. If so, briefly describe such rules.
As established in article 16 of the Board Regulations, Directors shall make every effort to attend all Board meetings and when it is impossible for them to attend in person for justified reasons, they will grant representation in writing, on a special basis for each meeting, appointing another member of the Board as proxy with the pertinent instructions and notifying the Chairman of the Board of Directors of this. Non-executive directors may only delegate another non-executive director to represent them.
2025 Annual Financial Report
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- ANNUAL CORPORATE GOVERNANCE REPORT
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C.1.25. State the number of meetings that the board of directors has held during the year. In addition, specify the number of times the board has met, if any, at which the chairman was not in attendance. Proxies granted with specific instructions shall be counted as attendance.
| Number of meetings of the board | 8 |
|---|---|
| Number of board meetings at which the Chairman was not in attendance | 0 |
State the number of meetings held by the lead independent director with the other directors, at which no executive director was present or represented:
| Number of meetings | 2 |
|---|---|
State the number of meetings held by the different committees of the board during the year:
| Number of meetings of the Executive Committee | 0 |
|---|---|
| Number of meetings of the Appointments and Compensation Committee | 6 |
| Number of meetings of the Audit and Sustainability Committee | 6 |
C.1.26. State the number of meetings that the board of directors has held during the year and data on attendance of its members:
| Number of meetings at which at least 80% of the directors were present in person | 8 |
|---|---|
| % of personal attendance with respect to total votes during the year | 100 |
| Number of meetings at which all directors were present in person or represented by proxies with specific instructions | 8 |
| % of votes cast by directors present in person or represented by proxies with specific instructions compared to total votes during the year | 100 |
The attendance of each of the members of the Board of Directors at Board meetings held in 2025 is detailed below:
| 1 | Mr Eloy Planes Corts: | 100% |
|---|---|---|
| 2 | Ms Esther Berrozpe Galindo (she delegated Ms Olatz Urroz García to represent her at one meeting) | 87.5% |
| 3 | Ms Barbara Borra | 100% |
| 4 | Mr Bruce W. Brooks | 100% |
| 5 | Mr Jorge Constans Fernández | 100% |
| 6 | Mr Bernardo Corbera Serra (until the date of expiration of his tenure, 7th May 2025) | 100% |
| 7 | Mr Bernat Garrigós Castro (until the date of expiration of his tenure, 7th May 2025) | 100% |
| 8 | Ms Aedhmar Hynes | 100% |
| 9 | Mr Michael Steven Langman (he delegated Mr José Manuel Vargas Gómez to represent him at one meeting). | 87.5% |
| 10 | Mr Brian McDonald | 100% |
| 11 | Mr Manuel Puig Rocha | 100% |
| 12 | Mr Óscar Serra Duffo (until the date of expiration of his tenure, 7th May 2025) | 100% |
| 13 | Ms Olatz Urroz García | 100% |
| 14 | Mr José Manuel Vargas Gómez | 100% |
| 15 | Ms Mercedes Grau (from the date of her appointment, 7th May 2025) | 100% |
| 16 | Ms María del Carmen Gañet (from the date of her appointment, 7th May 2025) | 100% |
| 17 | Mr Jaime Alberto Ramírez Alzate (from the date of his appointment, 7th May 2025). | 100% |
Furthermore, the attendance of each of the members of the Board of Directors at the meetings of committees held in 2025 is detailed below:
APPOINTMENTS AND COMPENSATION COMMITTEE:
| 1 | Ms Esther Berrozpe Galindo | 100% |
|---|---|---|
| 2 | Mr Jorge Constans Fernández | 100% |
| 3 | Mr Bernardo Corbera Serra (until the date of expiration of his tenure, 7th May 2025) | 100% |
| 4 | Mr Michael Steven Langman (he delegated Ms Esther Berrozpe Galindo to represent him at one meeting in March 2025). | 83.33% |
| 5 | Mr Brian McDonald (from the date of his appointment, 7th May 2025) | 100% |
AUDIT AND SUSTAINABILITY COMMITTEE:
| 1 | Mr Brian McDonald | 100% |
|---|---|---|
| 2 | Ms Esther Berrozpe Galindo | 100% |
| 3 | Mr Bernat Garrigós Castro (until the date of expiration of his tenure, 7th May 2025) | 100% |
| 4 | Ms Olatz Urroz Garcia | 100% |
| 5 | Mr José Manuel Vargas Gómez (he delegated Ms Olatz Urroz to represent him at one meeting in July 2025). | 83.33% |
For each of the absences, the Directors sent apologies for their absence for duly justified causes and delegated another director to represent them with specific voting instructions.
2025 Annual Financial Report
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FLUIDRA
C.1.27. State whether the individual and consolidated annual accounts that are submitted to the board are previously certified:
☐ Yes
☑ No
Identify, if applicable, the person/persons that has/have certified the individual and consolidated annual accounts of the company for preparation by the board:
C.1.28. Explain the mechanisms, if any, established by the board of directors so that the annual accounts that the board of directors submits to the general shareholders' meeting are drawn up in accordance with accounting legislation.
As established in article 38.3 of the Board Regulations, the Board of Directors will strive to draw up the accounts definitively in such a way that they are prepared in accordance with accounting legislation. In exceptional cases in which there are qualifications, both the Chairman of the Audit and Sustainability Committee and the external auditors will explain clearly to the shareholders at the General Meeting the Audit and Sustainability Committee's opinion on their content and scope. However, when the Board considers that it should uphold its criteria, it will explain publicly the content and scope of the discrepancy, making a summary of that opinion available to shareholders at the time of publishing the notice of the General Meeting.
C.1.29. Is the secretary of the board a director?
☐ Yes
☑ No
If the secretary is not a director, complete the following table:
| Name of secretary | Representative |
|---|---|
| Mr ALBERT COLLADO ARMENGOL |
C.1.30. State the specific mechanisms established by the company to preserve the independence of the external auditors and the mechanisms, if any, to preserve the independence of financial analysts, investment banks and rating agencies, including how legal provisions have been implemented in practice.
To preserve the independence of the external auditors:
Article 8 of the Audit and Sustainability Committee Regulations establishes that the committee will exercise the following powers in relation to the external auditor or audit firm:
-
Submit to the Board proposals for the selection, appointment, re-election and replacement of the external auditor or audit firm, and their contract conditions, according to the criteria indicated in the same Regulations (resources, experience and geographical coverage of the audit firm; availability of personnel with the necessary skills, technical resources, independence of the audit firm, non-discrimination and culture of quality and efficiency of the service);
-
Meet with the external auditor or audit firm and receive regular information on the progress and results of the audit programme, and verify that the management team acts in accordance with their recommendations (meetings that will discuss, among other matters, the suitability of the scope of consolidation, significant changes in accounting policy applied or any significant internal control weaknesses identified, in order to correct them and strengths in order to suitably reinforce them).
-
Approve a policy, an internal protocol and a selection procedure for the auditor of the accounts.
-
Ensure the independence of the auditor or audit firm in carrying out its duties. Every year the Audit and Sustainability Committee should receive written confirmation from the external auditors or audit firm of their independence from the company or companies directly or indirectly related to it, as well as information on any additional services of any nature provided and the corresponding fees received from those companies by the external auditors or audit firm, or by persons or entities related to them according to the provisions of applicable legislation (in this regard, the Audit and Sustainability Committee will issue a report each year, before the audit report on the accounts is issued, in which it will express an opinion on the independence of the auditors);
-
Approve and review the Company's internal policies to comply with the obligations established in the Audit Act and in Directive 2006/43/EC in relation to prohibitions after completion of the audit work.
-
Favour that the auditor of the group undertake responsibility for the audits of the companies that make up the group, as the case may be.
-
Guarantee fluid and permanent communication with the auditor, requesting information on the audit plan, its effectiveness and any other matter related to the audit process. These communications must be made together with compliance of the duties and obligations of each party to assure the external auditor's independence.
In turn, article 54 of the Company's Articles of Association establishes that the auditors are to be appointed by the General Meeting before the end of the financial year that is to be audited, for an initial term, which may not be less than three years nor more than nine years, counting from the date on which the first financial year to be audited commences, notwithstanding the provisions established in the legislation regulating the audit activity with regard to the possibility of an extension.
The General Meeting may appoint one or several natural or legal persons who will act jointly.
When the persons appointed are natural persons, the General Meeting must appoint as many alternates as principal auditors.
2025 Annual Financial Report
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The General Meeting may not revoke the auditors' appointment before the end of the term for which they were appointed, unless there is due cause.
The Audit and Sustainability Committee will refrain from proposing to the Board of Directors, and the latter in turn will refrain from submitting to the General Meeting, the appointment as auditor of the Company's accounts of any firm that incurs in a cause of incompatibility under legislation on auditing as well as any firms in which the fees the Company expects to pay to them, for all services, are more than five per cent of their total revenues during the last financial year.
To preserve the independence of financial analysts, investment banks and rating agencies:
The Company maintains relations with financial analysts and investment banks in which it ensures the transparency, non-discrimination, veracity and reliability of the information provided. Corporate Financial Management, through Investor Relations Management, is responsible for co-ordinating relations with and handling requests for information from institutional or private investors. The mandates to investment banks are granted by Corporate Financial Management while Analysis and Planning Management handles the work with such banks.
In 2018 the Company obtained credit ratings from Moody's and Standard & Poor's, which are published on the Company's website and were originally reported to the market through Relevant Event notices number 261590 and number 268995. These credit ratings from Moody's and Standard & Poor's were updated and confirmed respectively on 11th March and 6th October 2025.
The independence of financial analysts is protected by the existence of Investor Relations Management which is specifically dedicated to dealing with them, guaranteeing objective, equitable and non-discriminatory treatment among investors. To guarantee the principles of transparency and non-discrimination, and complying at all times with the regulations on the Securities Market, the Company has several communication channels:
- Personalized attention to analysts and investors
- Publication of information on quarterly, half-yearly and annual results, communications of privileged information and other relevant information. Publication of press releases.
- E-mail on the website ([email protected], [email protected]). Shareholder information telephone service (34 937243900)
- Presentations, both in person and by telephone. Visits to the Company's premises
All this information is accessible through the Company's website (www.fluidra.com).
C.1.31. State whether the Company has changed the external auditor during the year. If so, identify the incoming and outgoing auditor:
☐ Yes
☑ 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) | 150 | 22 | 172 |
| Amount of non-audit work / Amount of audit work (%) | 100.9 | 1.54 | 11.1 |
In relation to the amount of other non-audit work, the Report of the Audit Commission on the external auditor's independence can be consulted (published on the same date as this report on the Company's website) in which it is disclosed that the work in question corresponds to other accounting verification services related to the audit.
C.1.33. State whether the audit report on the annual accounts for the previous year has qualifications. If so, state the reasons given to the shareholders at the General Meeting by the chairman of the audit committee to explain the content and scope of such qualifications.
☐ Yes
☑ No
C.1.34. State the number of years for which the current audit firm has been auditing the company's individual and/or consolidated annual accounts without interruption. Also state the percentage that the number of years audited by the current audit firm represents with respect to the total number of years in which the annual accounts have been audited:
| Individual | Consolidated | |
|---|---|---|
| Number of years without a break | 10 | 10 |
2025 Annual Financial Report
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FLUIDRA
| Individual | Consolidated | |
|---|---|---|
| No. of years audited by current audit firm / No. of years the company or its group has been audited (%) | 45.50 | 41.70 |
C.1.35. State whether there is a procedure to ensure directors have the necessary information to prepare meetings of management bodies sufficiently in advance and, if so, describe it:
☑ Yes
☐ No
Description of the procedure
Fluidra adopts the necessary measures so that directors receive, whenever possible, sufficiently in advance the necessary information, specifically drawn up and oriented in order to prepare the meetings of the Board and its Committees.
In this regard, in accordance with article 15 of the Board Regulations, notice of the meetings of the Board of Directors is to be issued at least five days in advance and will always include the agenda for the meeting and the information necessary to deliberate on and pass resolutions on the matters to be discussed included in the agenda, unless the meeting of the Board of Directors has been held or convened exceptionally for reasons of urgency. The Chairman, as the person responsible for the efficient operation of the Board, with the Secretary's collaboration, will ensure that directors receive such information adequately. The Chairman of the Board of Directors may convene extraordinary meetings of the Board when in his opinion the circumstances so require, and in such cases the term of advance notice and other requisites indicated above do not apply. However, every effort will be made to ensure that any documentation that is to be provided to the Directors is delivered sufficiently in advance. Furthermore, Board meetings will be deemed valid without the need to have been previously convened if all the members are present or represented and agree unanimously to hold a meeting.
The Board and its Committees also have an action plan that details and schedules the activities to be carried out each year, according to the competences and tasks assigned to them.
To provide all the information and clarifications necessary in relation to the matters discussed, the principal senior managers of the Group regularly attend the meetings of the Board and its Committees, to provide information on matters within their area of competence.
Furthermore, article 22 of the Board Regulations establishes as follows:
-
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.
-
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 situations that might damage the Company's credit or reputation and, in particular, to inform the Board of any criminal investigations in which they are involved as investigated persons, as well as the subsequent procedural phases, any disqualification procedures initiated against them, any near-insolvency economic situations of any trading companies in which they hold stakes or which they represent or, as the case may be, the commencement of insolvency proceedings against such companies.
This same article also establishes that in the event that a director is prosecuted or a court order is issued against a director for the commencement of a trial for any of the criminal offences listed in article 213 of the Companies Act, the Board will examine the case as soon as possible and, in light of its specific circumstances, will decide whether or not the director is to remain in office.
C.1.37. State whether the board has been informed or is otherwise aware of any situation affecting a member of the board, whether or not it is related to that member's actions in the company, that could be damaging to the company's credit or reputation, unless there are special circumstances that have been duly noted in the minutes:
☐ Yes
☑ No
C.1.38. Describe the significant agreements entered into by the company that come into effect, are amended, or terminate in the event of a change in control at the company as a result of a takeover bid, and the effects thereof.
Not applicable.
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C.1.39. Identify individually, when directors are involved, and on an aggregate basis in all other cases, and provide a detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for indemnities, guarantee or "golden parachute" clauses upon resignation or unfair dismissal, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.
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Number of beneficiaries
10
| Type of beneficiary | Description of the agreement |
|---|---|
| Executive Chairman/ Co-CEO / Senior Managers | The Executive Chairman's contract establishes compensation in the event of termination of his contract by Fluidra for any reason, except in the event of serious and culpable or negligent breach of his obligations as an executive director, for an amount equal to two years' salary, based on the gross fixed annual salary received in the year termination occurs and the gross variable annual salary received. He will also be entitled to receive this compensation if he decides to end the contract by choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post; reduction and substantial limitation of his duties or powers; substantial modification of the conditions agreed in the contract; change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company's governing bodies. The amount of this compensation includes the legal compensation that he would be entitled to receive for termination of his previous employment relationship, of sixteen years and seven months, which was suspended by his appointment as a director. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. The economic compensation established for the obligation undertaken by virtue of the non-compete clause is two years' fixed gross annual salary at the time of termination of the contract. The Co-CEO's contract establishes minimum prior notice of 6 months for both parties in the event of termination without cause or at the Co-CEO's decision. No prior notice will be necessary when the termination is due to serious and culpable or negligent breach of his professional obligations, or when a substantial change is made to the contract conditions. The contract establishes compensation in the event of termination of the contract by Fluidra for any reason, except for serious and culpable or negligent breach of his obligations as Co-CEO, for an amount equal to one year's salary, based on the gross annual salary received in the year termination takes place and the gross variable annual salary received. He will also be entitled to receive this compensation in the event that he decides to terminate the contract by his own choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post; reduction and substantial limitation of his duties or powers; substantial modification of the conditions agreed in the contract; change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company's governing bodies. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. No specific additional compensation is established on account of these obligations as they are deemed remunerated through the fixed and variable remuneration received throughout the time the contract was in effect. The restriction on solicitation does not apply if services have not been provided to the group for more than 6 months. The contract provides for exclusivity throughout its term, although it provides, as an exception, that he may keep his post as director and member of the audit committee in Kimberly-Clark. |
| Senior managers: Non-compete and non-solicitation: • One senior manager has a post-contractual non-compete and non-solicitation clause for a term of 18 months with no additional compensation. • One senior manager has a post-contractual non-solicitation clause for a term of 12 months with no additional compensation. • One senior manager has a post-contractual non-compete clause for a term of 18 months, and 15% of their remuneration already compensates the obligation not to compete. • Three senior managers have a post-contractual non-compete and non-solicitation clause for a term of 12 months, and 15% of their fixed remuneration comprises the remuneration of the non-compete obligation. For two of the senior managers, the amount received in this respect must be at least equal to one time their remuneration on the date of termination, otherwise the difference must be paid to them. For the third senior manager, the minimum in question is 60% of the annual fixed remuneration. • Two senior managers have a post-contractual non-compete clause for a term of 12 months, with 15% of their fixed remuneration being the remuneration for this obligation. For one of them the amount received in this respect must be at least equal to 1 times his fixed remuneration on the date of termination, otherwise he must be paid the difference. Guarantee clauses in the event of termination: • One senior manager is entitled to receive compensation in the event of termination of his contract by Fluidra for any reason, except in the event of fair dismissal, the amount of which is equal to one year's fixed gross annual salary at the time of termination and payment of medical insurance for 12 months. • One senior manager is entitled to receive compensation in the event of termination of the contract by the Group for no cause or by the senior manager with cause, for an amount equal to one year's gross fixed salary, the higher of the annual variable target and the last annual variable remuneration received and payment of medical insurance for 12 months, and payment of an outplacement service for a maximum term of 2 months. • One senior manager is entitled to receive compensation in the event of termination of his contract by Fluidra for any reason, except in the event of fair dismissal, for an amount equal to one year's gross fixed salary at the time of termination. |
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State whether, beyond the cases established by law, such contracts have to be reported to and/or approved by the decision-making bodies of the company or its group. If so, specify the procedures, cases envisaged and the nature of the bodies responsible for approval or reporting them:
| Board of Directors | General Meeting | |
|---|---|---|
| Body that authorizes the clauses | ✓ | |
| 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:
EXECUTIVE COMMITTEE
| Name | Position | Category |
|---|---|---|
| Mr JOSE MANUEL VARGAS GOMEZ | MEMBER | Proprietary |
| Mr MANUEL PUIG ROCHA | MEMBER | Proprietary |
| Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ | MEMBER | Independent |
| Mr ELOY PLANES CORTS | CHAIRMAN | Executive |
| Ms AEDHMAR HYNES | MEMBER | Independent |
| Mr BRUCE WALKER BROOKS | MEMBER | Proprietary |
| Ms BARBARA BORRA | MEMBER | Independent |
| Mr JAIME ALBERTO RAMÍREZ ALZATE | MEMBER | Executive |
| % executive directors | 25.00 | |
| % proprietary directors | 37.50 | |
| % independent directors | 37.50 | |
| % other external directors | 0.00 |
Explain the duties delegated or assigned to this committee other than those already described in section C.1.9, and describe the procedures and rules of organization and operation thereof. For each of these duties, state the most important actions carried out during the year and how each of the duties assigned to it, either by law or the Articles of Association or in other corporate resolutions, has been exercised in practice.
The duties of the Executive Committee, and its procedures and rules of organization and operation, are set out in article 12 of the Board of Directors Regulations:
a) To advise and propose to the Board of Directors actions of strategic relevance on the Company's growth, development, diversification, business transformation and technology.
b) To advise the Board of Directors on the Company's long-term strategy, identifying new value creation opportunities and submitting corporate strategy proposals to the Board of
Directors in relation to new investment or divestment opportunities, financial operations with a material accounting impact and relevant technological or structural organizational transformations.
To study and propose to the Board of Directors recommendations and improvements concerning strategic plans and any updates thereto from time to time that are to be approved by the Board of Directors.
c) To advise the Board of Directors on ESG, including the following functions:
- To advise on and propose the ESG strategy, and to propose the Company's sustainability and environmental policies.
- To ensure that ESG is part of the Company's strategic business plans, acknowledging the strategic component that ESG represents for the Company.
- To report to the Board of Directors on possible amendments and periodic updates of the ESG strategy, including the Company's strategy in relation to social action, the policies on diversity and integration, human rights, equal opportunities and work-life balance, regularly evaluating its degree of compliance and submitting to the Board of Directors proposals for improvement which it considers to be in the Company's best interest.
The Executive Committee will not under any circumstances undertake oversight and control duties in relation to ESG, as these are attributed, in accordance with the provisions of their respective regulations, to the Audit and Sustainability Committee and the Appointments and Compensation Committee, as the case may be.
d) The Board may ask the Committee to draw up reports on matters that come under its sphere of action.
The Executive Committee will make proposals and recommendations to the Board of Directors on the actions it considers appropriate in the sphere of competences described in paragraphs (i) to (iv) above, but it will not have powers to make any decision on the Company's behalf, as the ultimate decision-making powers on such matters correspond to the Board of Directors and, where appropriate under the applicable regulations, the General Meeting.
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APPOINTMENTS AND COMPENSATION COMMITTEE
| Name | Position | Category |
|---|---|---|
| Ms ESTHER BERROZPE GALINDO | CHAIRMAN | Independent |
| Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ | MEMBER | Independent |
| Mr MICHAEL STEVEN LANGMAN | MEMBER | Proprietary |
| Mr BRIAN MC DONALD | MEMBER | Independent |
| % executive directors | 0.00 | |
| % proprietary directors | 25.00 | |
| % independent directors | 75.00 | |
| % other external directors | 0.00 |
Explain the duties assigned to this committee, including, if appropriate, those that are in addition to the duties established by law, and describe the procedures and rules of organization and operation thereof. For each of these duties, state the most important actions carried out during the year and how each of the duties assigned to it, either by law or the Articles of Association or in corporate resolutions, has been exercised in practice.
The duties of the Appointments and Compensation Committee, and its procedures and rules of organization and operation, are set out in article 14 of the Board of Directors Regulations, and in the Appointments and Compensation Committee Regulations. In this regard, the duties assigned to this Committee correspond mainly to those established by law and duties deriving from good governance recommendations and the Appointments and Compensation Committee Technical Guide.
The most relevant activities carried out by this Committee in 2025 are detailed in the annual report of the activities of the Appointments and Compensation Committee for 2025, available at www.fluidra.com.
AUDIT AND SUSTAINABILITY COMMITTEE
| Name | Position | Category |
|---|---|---|
| Mr JOSE MANUEL VARGAS GÓMEZ | MEMBER | Proprietary |
| Ms OLATZ URROZ GARCIA | CHAIRMAN | Independent |
| Ms ESTHER BERROZPE GALINDO | MEMBER | Independent |
| Mr BRIAN MC DONALD | MEMBER | Independent |
| % executive directors | 0.00 | |
| % proprietary directors | 25.00 | |
| % independent directors | 75.00 | |
| % other external directors | 0.00 |
Explain the duties assigned to this committee, including, if appropriate, those that are in addition to the duties established by law, and describe the procedures and rules of organization and operation thereof. For each of these duties, state the most important actions carried out during the year and how each of the duties assigned to it, either by law or the Articles of Association or in corporate resolutions, has been exercised in practice.
The functions of the Audit and Sustainability Committee, and its procedures and rules of organization and operation, are set out in article 13 of the Board of Directors Regulations, and in the Audit and Sustainability Committee Regulations. In this regard, the duties assigned to this Committee correspond mainly to those established by law and duties deriving from good governance recommendations and the Audit Committee Technical Guide. Certain additional duties are included in article 10 of the Audit and Sustainability Committee Regulations, principally with regard to compliance.
The most relevant activities carried out by this Committee in 2025 are detailed in the annual report on the activities of the Audit Committee for 2025, available at www.fluidra.com.
Identify the directors who are members of the audit committee and who have been appointed taking into account their knowledge and experience in the areas of accounting, auditing, or both, and report the date of appointment of the chairman of this committee.
| Name of directors with experience | Mr JOSE MANUEL VARGAS GÓMEZ / Ms OLATZ URROZ GARCIA / Ms ESTHER BERROZPE GALINDO / Mr BRIAN MC DONALD |
|---|---|
| Date of appointment of chair to that post | 27/02/2025 |
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C.2.2. Complete the following table with information regarding the number of female directors on the committees of the board of directors at the end of the last four years:
| Number of female directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | |||||
| Number | % | Number | % | Number | % | Number | % | |
| Executive Committee | 2 | 25 | 2 | 25 | 2 | 28.57 | 1 | 16.67 |
| Appointments and Compensation Committee | 1 | 25 | 1 | 25 | 1 | 25 | 1 | 25 |
| Audit and Sustainability Committee | 2 | 50 | 2 | 40 | 1 | 20 | 0 | 0 |
C.2.3. State, if applicable, the existence of regulations of the board committees, where such regulations may be consulted, and any amendments made during the year. Also state whether any annual report on the activities of each committee has been prepared voluntarily.
Appointments and Compensation Committee
The Committee is regulated in the Board of Directors Regulations (article 14), and in the Appointments and Compensation Committee's own Regulations. Both Regulations are published on the Company's website. The Company draws up an annual report on the activity of the Appointments and Compensation Committee, the contents of which are published together with the informative documentation for shareholders in relation to the Ordinary General Shareholders' Meeting.
Audit and Sustainability Committee
The Committee is regulated in the Board of Directors Regulations (article 13) and in the Internal Rules of Conduct, and also in the Audit and Sustainability Committee's own Regulations. All three Regulations are published on the Company's website. The Company draws up an annual report on the activity of the Audit and Sustainability Committee, the contents of which are published together with the informative documentation for shareholders in relation to the Ordinary General Shareholders' Meeting.
Executive Committee
The Committee is regulated in the Board of Directors Regulations (article 12), which are published on the Company's website.
The Board of Directors resolved, with effect from 7th May 2025, to amend the Audit and Sustainability Committee Regulations and the Appointments and Compensation Committee Regulations for the purpose of transferring certain functions, until that date assigned to the Appointments and Compensation Committee, to the Audit and Sustainability Committee to avoid duplications and clearly assign responsibility for supervision of sustainability.
At the same time, the occasion of this amendment was used to adapt the functions of the Audit and Sustainability Committee to certain provisions of the Technical Guide 1/2024 on Audit Committees of Public Interest Entities and to develop in more detail the supervisory duties in relation to sustainability.
The name of the Audit Committee was also changed to Audit and Sustainability Committee and the composition of this Committee was changed, and is now made up of four members. In addition, the name of the Executive, Strategy and ESG Committee was also changed and is now known as the Executive Committee.
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D. RELATED-PARTY TRANSACTIONS AND INTRAGROUP TRANSACTIONS
D.1. Explain any procedure and the competent bodies for the approval of related-party and intragroup transactions, indicating the company's general internal criteria and rules regulating the obligations of affected directors or shareholders to abstain and detailing the internal reporting and periodic control procedures established by the company in relation to related-party transactions the approval of which has been delegated by the Board of Directors.
In accordance with the provisions of article 33 of the Fluidra Board Regulations, any transaction carried out by the Company or its subsidiaries with its Directors, shareholders holding 10% or more of the voting rights or shareholders with representation on the Board or with any other persons to be considered related parties in the terms established by law, provided that, under ruling legislation, they are deemed to be related-party transactions and unless approval corresponds to the General Meeting, will be submitted for authorization by the Board of Directors, subject to a favourable prior report from the Audit and Sustainability Committee. This authority may not be delegated except in the cases and under the terms established by law.
On one hand, when a related-party transaction has to be approved by the General Shareholders' Meeting, the proposed resolution for approval adopted by the Board of Directors must be submitted to the General Meeting indicating in that proposal whether it has been approved by the Board of Directors with or without a vote against it by a majority of the Independent Directors.
On the other hand, when the Board of Directors delegates the approval of related-party transactions in accordance with the provisions of the law, it will establish in relation to such
transactions an internal reporting and periodic control procedure, which will involve the Audit and Sustainability Committee, to verify the equity and transparency of such transactions and, as the case may be, compliance with the applicable legal criteria. These transactions will not require a prior report by the Audit and Sustainability Committee. The Board of Directors approved an internal policy for the approval of delegated related-party transactions, the date of effects of which is 7th May 2024.
In relation to the obligations of affected directors or shareholders to abstain, article 33.2 of the Board Regulations establishes that the directors affected by one of these transactions, approval of which corresponds to the Board of Directors and has not been delegated, must refrain from participating in the deliberation and vote on the resolution in question, as established by law, and therefore the number of affected directors will be subtracted for the purposes of determining the quorum and voting majority in relation to the matter in question.
D.2. Disclose individually any transactions that are significant due to their amount or subject-matter carried out between the company or its subsidiaries and shareholders holding 10% or more of the voting rights or represented on the company's Board of Directors, stating what body was competent for approving them and whether any affected shareholder or director has abstained. If competence lay with the General Meeting, state whether the proposed resolution has been passed by the Board without a majority of the independent directors voting against it:
| Name of shareholder or any of its subsidiaries | % shareholding | Name of subsidiary | Amount (thousand euros) | Body that approved the transaction | Identification of significant shareholder or director that abstained | Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors |
|---|---|---|---|---|---|---|
| No data | ||||||
| Name of shareholder or any of its subsidiaries | Nature of the relationship | Type of transaction and other information necessary to evaluate it | ||||
| No data |
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D.3. Disclose individually any transactions that are significant due to their amount or subject-matter carried out between the company or its subsidiaries and the company's directors or senior managers, including transactions with entities which the director or senior manager controls or controls jointly, and stating what body was competent for approving them and whether
any affected shareholder or director has abstained. If competence lay with the General Meeting, state whether the proposed resolution has been passed by the Board without a majority of the independent directors voting against it:
| Name of directors or senior managers or their controlled entities or under joint control | Name of subsidiary | Relationship | Amount (thousand euros) | Body that approved the transaction | Identification of significant shareholder or director that abstained | Proposal to General Meeting, if applicable, was passed by the Board without vote against of majority of independent directors |
|---|---|---|---|---|---|---|
| No data |
Name of directors or senior managers or their controlled entities or under joint control
Nature of the transaction and other information necessary to evaluate it
No data
D.4. Report individually any transactions that are significant due to their amount or subject-matter carried out by the company with its parent company or with other companies belonging to the same group as the parent company, including the listed company's own subsidiaries, unless no other related party of the listed company has an interest in these subsidiaries or they are wholly owned, directory or indirectly, by the listed company.
In any case, report any intragroup transaction with entities established in countries or territories considered to be tax havens:
| Name of the group company | Brief description of the transaction and other information necessary to evaluate it | Amount (thousand euros) |
|---|---|---|
| No data |
D.5. Disclose individually any transactions that are significant due to their amount or subject-matter carried out by the company or its subsidiaries with other related parties so considered in accordance with the International Accounting Standards adopted by the EU that have not been reported under previous headings:
| Name of the related party | Brief description of the transaction and other information necessary to evaluate it | Amount (thousand euros) |
|---|---|---|
| IBERSPA, S.L. | Purchase of goods by FLUIDRA group from IBERSPA. | 8,058 |
D.6. Describe the mechanisms established to detect, determine and resolve potential conflicts of interest between the company and/or its group, and its directors, senior managers, significant shareholders or other related parties.
In accordance with the provisions of the Fluidra Board of Directors Regulations, a Board member must inform the Board of Directors of the existence of any conflicts of interest and refrain from attending and intervening in the deliberations that affect matters in which that member is subject to a conflict of interest, unless the applicable legislation authorizes him/her to do so. A conflict of interest of the Board member is also considered to exist when the matter affects any of the following persons: the spouse or person with a similar relationship; ascendants, descendants and siblings and their respective spouses or persons with a similar relationship; ascendants, descendants and siblings of the spouse or person with a similar relationship; companies or entities in which the Board member has, directly or indirectly, including through a proxy, a shareholding that gives him or her a significant influence or the Board member carries out in them or in their parent company a post in the governing body or in senior management; for these purposes, any shareholding of 10% or more in the share capital or the voting rights or by virtue of which it has been possible to obtain, in fact or in law, representation on the company's governing body, is presumed to grant significant influence: and, in the case of proprietary directors, the shareholder or shareholders who proposed their appointment or appointed them or persons related directly or indirectly to them.
In any case, Board members may not use the Company's name or cite their status as Board members in order to carry out transactions on their own account or on the account of persons related to them. Board members may not carry out, directly or indirectly, professional or commercial transactions with the Company unless authorized by the Board in the terms established by law, in the Articles of Association and in the Board Regulations.
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Board members must report any direct or indirect stake that they or their related persons hold in the capital of a company with the same, a similar or complementary kind of activity to that which constitutes the corporate object. Furthermore, Board members may not engage, on their own account or on the account of another, in the same, a similar or complementary kind of activity to that which constitutes the corporate object and may not hold the post of Board member or senior manager in companies that are competitors of the Company, except for any posts they may hold, as the case may be, in group companies, unless they obtain the express authorization of the General Meeting and notwithstanding the provisions of the Companies Act.
Situations of conflict of interest of the Board members will be disclosed in the annual report.
Furthermore, article 10 of the Company's Internal Rules of Conduct establishes as follows in relation to conflicts of interest:
Subject Persons in a situation of conflict of interest must observe the following general principles of conduct: Independence: Subject Persons must act at all times with freedom of judgement, with loyalty to the Company and its shareholders and independently of their own interests or those of any other party. Consequently, they will refrain from favouring their own interests to the expense of the Company's interests.
Abstention: They must refrain from acting or influencing decision-making that could affect the persons or entities with which there is a conflict and from accessing Confidential Information affecting such a conflict.
Communication: Subject Persons must inform the Company's Internal Audit and Compliance Director of any possible conflicts of interest in which they may find themselves.
A conflict of interest is considered to be any situation in which the Company's interests or those of any of the companies of the Fluidra group clash with the personal interest of the Subject Person. A personal interest of the Subject Person will exist when the matter affects him /her or Persons Closely Related to him/her.
Notwithstanding the provisions of Fluidra's Internal Rules of Conduct, the Company's Board members will be governed with regard to this matter by the provisions of the Company's Board of Directors Regulations.
Finally, in accordance with the provisions of article 33 of the Board Regulations, the execution by the Company of any transaction with Board members and with significant shareholders or with shareholders who are represented on the Board or with persons related to them, unless approval of such transactions correspond to the General Meeting, will be submitted to the Board of Directors for authorization, subject to the prior favourable report of the Audit and Sustainability Committee. However, the Board's authorization will not be deemed necessary in related-party transactions that comply simultaneously with the following three conditions: (i) they are carried out by virtue of contracts with standard terms and conditions applicable en masse to a large number of customers; (ii) they are carried out at prices or rates established on a general basis by the party acting as supplier of the goods or services in question; and (iii) the amount thereof does not exceed $1\%$ of the Company's annual revenues.
Board members affected by one of such transactions will not exercise or delegate their vote and will leave the room during the Board meeting while the Board is deliberating on the matter, and will be subtracted from the number of members of the Board for the purposes of determining quorum and majorities in relation to the matter in question.
D.7. State whether the company is controlled, in the sense of article 42 of the Code of Commerce, by another company, listed or not, and has business relations, directly or through its subsidiaries, with that company or any of its subsidiaries (other than those of the listed company) or carries on activities related to the activities of any of them.
☐ Yes
☑ No
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E. RISK MANAGEMENT AND CONTROL SYSTEMS
E.1. Explain the scope of the company's financial and non-financial Risk Management and Control System, including the system for managing tax risks:
Fluidra's risk management system is designed to mitigate all the risks to which the Company may be exposed on account of its activity. The risk management structure is based on three pillars.
- Common management systems, designed specifically to mitigate business risks.
- Internal control procedures aimed at mitigating the risks deriving from drawing up financial information and improving the reliability of such information, which have been designed in accordance with Internal Control over Financial Reporting (ICFR).
- The risk map, which is the methodology used by Fluidra to identify, understand and assess the risks that affect the company. The aim is to obtain an overall view of risks, designing a system of efficient responses aligned with the business objectives.
The Risk Management and Control System works in an integrated and continuous way to permit effective management of the risks and the controls that mitigate them at all levels of the organization. It is a global and dynamic system that encompasses the entire organization and its environment, including all subsidiaries and geographical areas. Compliance with the system is mandatory for all employees of the Group, in particular by managers and directors of the company.
E.2. Identify the decision-making bodies of the company responsible for preparing and implementing the financial and non-financial Risk Management and Control System, including the system for managing tax risks:
Fluidra's Risk and Opportunity Management System ("ROMS") is structured according to 3 lines of defence: the regional businesses and their transactional support functions; the corporate functions of oversight and control of the group's operations and Internal Audit. Oversight of the Group's ROMS is the responsibility of the Audit and Sustainability Committee, as the delegated consultation body of the Board of Directors for these matters. The risk management functions of the Audit and Sustainability Committee include, among others:
- Periodic review of the results obtained in the ROMS;
-
Evaluation of the effectiveness of the internal control and management systems, as well as the measures established to mitigate the risks identified;
-
Assurance of the process established to identify and reassess financial and non-financial risks;
- Identification and understanding of emerging risks, and their alert mechanisms; and
- Assurance that risks are maintained and managed within the tolerance levels established by the Board.
In turn, the role of the MAC is to identify the different types of risks and opportunities, including among the financial and economic risks any contingent liabilities and other off-balance-sheet risks; identify the measures that are necessary to mitigate the impact of the risks identified, in the event that they materialize; identify the internal control and reporting systems that will be used to control and manage the risks. Within the MAC, the CFSO is responsible for management of the system and the risk management function through the ERM department. ERM is responsible for: supervising risks according to the methodology and tools defined in the Policy; coordinating the first and second lines of defence; promoting a sound risk culture throughout the organization. Finally, the Internal Audit department carries out independent oversight of the risk management system, and of the internal control systems, contributing with its recommendations to reducing the potential impact of the risks on the organization to reasonable levels, and to improving the risk management and control processes.
The objectives of the Audit and Sustainability Committee are:
- To report to the General Shareholders' Meeting on any matters arising within its sphere of competence.
- To propose to the Board of Directors, for submission to the General Shareholders' Meeting, the appointment of auditors or audit firms as referred to in article 264 of the Companies Act, and their contract conditions, the scope of their professional engagement and, as the case may be, their revocation or non-renewal.
- To supervise the effectiveness of the Company's internal control and Internal Control over Financial Reporting, internal audit and the risk management systems, and to discuss with the auditors or audit firms any significant internal control weaknesses detected in the course of the audit.
- To supervise the process of drawing up and presenting statutory financial information.
- To review the Company's accounts, ensure compliance with legal requirements and correct application of generally accepted accounting principles, for which purpose it has the direct collaboration of the external and internal auditors.
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- To handle and oversee relations with the external auditors or audit firms in order to receive information on any matters that could compromise their independence and any other matters related to the auditing process, as well as any other communications established in auditing legislation and auditing standards.
- To supervise performance of the audit contract, ensuring that the opinion on the Annual Accounts and the main contents of the audit report are expressed clearly and precisely, and to evaluate the results of each audit.
- To supervise compliance with legislation on related-party transactions. In particular, it will ensure that such transactions are reported to the market (Order 3050/2004, of the Ministry of Economy and Treasury, of 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 any additional services.
- To examine compliance with the Internal Rules of Conduct, the Audit and Sustainability Committee Regulations and the Company's rules of good governance and to make the necessary proposals for improvement.
- To receive information and issue a report on any disciplinary measures sought to be imposed on members of the Company's senior management team.
With regard to tax, the tax strategy approved by the Board is governed by the following principles: compliance with the applicable tax obligations in the territories where it does business, promote a relationship of collaboration with the Tax Authorities with which it relates, and protect sustainable value generation for the Company's different stakeholders. Tax Management of the Group reports, at least once a year, to the Board on the management of and compliance with tax obligations as well as tax risk control and management aspects.
E.3. Point out the main financial and non-financial risks, including tax risks and to the extent that they are significant the risks deriving from corruption (with the scope indicated in Royal Decree Act 18/2017), that could affect the achievement of business goals:
Following the process of identifying and assessing the corporate risks, a total of 34 risks were identified in 2025. The 10 most significant risks are detailed below:
Financial risks:
a) Increase in prices of raw materials and supplies.
b) Fluctuations in exchange rates.
Non-financial risks:
a) Cybersecurity incidents.
b) Changes in competitors' strategy that could affect market dynamics.
c) Loss of competitiveness due to the failure to adapt to new technologies.
d) Serious accidents affecting employees or third parties.
e) Water crisis.
f) Business interruption as a result of problems in IT systems.
g) Succession plans and loss of key personnel. Impossibility of retaining talent.
h) Impacts deriving from catastrophic events in production or logistic plants.
E.4. Identify whether the company has risk tolerance levels, including one for tax risk:
Fluidra defined its risk tolerance (maximum acceptable value of unexpected losses that the Company can handle). Based on the values that were calculated, impact scales have been defined that the group uses in its risk matrix.
The various risks are identified and assessed on the basis of an analysis of the possible events that could give rise to such risks. The assessment is carried out using metrics that measure likelihood and impact. The controls in place to mitigate them are determined as well as the additional action plans necessary if such controls are considered insufficient.
This process, performed annually, lets the Company's Risk Map be obtained. The most relevant risks are taken from this map and, together with the main variations compared to the previous year, are submitted to the Audit and Sustainability Committee for discussion and approval. The definition of the scale of gravity and the scale of likelihood is carried out based on qualitative and quantitative criteria.
Once the critical risks have been identified and re-assessed, Company Management establishes specific actions, determining the person responsible and timing, to mitigate the impact and likelihood of such risks and at the same time reviews the current controls over these risks. The analysis of risks, controls and actions to mitigate their impact and likelihood is presented annually to the Audit and Sustainability Committee, for supervision and approval. The Audit and Sustainability Committee subsequently reports to the Board of Directors.
E.5. State what financial and non-financial risks, including tax risks, have materialized during the year:
In 2025, no risk with a material impact has materialized.
E.6. Explain the plans for responding to and supervising the company's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to the new challenges that appear:
In addition to what is explained in sections E.3 and E.5, Fluidra also manages the following risks:
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Strategic risks:
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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.
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Customers with a greater awareness of sustainability: a study is planned that will identify risks and opportunities in market trends from the ESG standpoint.
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Analysis of new lines of business: advising from external consultants specializing in development processes.
Operational risks:
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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.
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Action plans to ensure that production capacities are adapted to the demand levels for new products.
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Expansion through the acquisition of companies in the sector: integration processes in all areas so that the companies are integrated efficiently.
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Impacts of climate change on operations: monitoring to prevent alterations in the Group's supply chain.
Financial risks:
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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.
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Plan for implementation and update of the subsidiaries' computer systems.
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Continuous monitoring of exposure to exchange rate risk or interest rate risk and proposing corrective measures.
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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:
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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.
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Providing annual information on environmental performance and management: Fluidra works to guarantee the reliability and integrity of the information provided on energy use, waste generation and greenhouse gas emissions through external verification of its Non-Financial Statement.
Environmental risks:
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Effect of climate change on the business: calculation of the financial impact as a result of the possibility of a reduction in sales of seasonal products and of potential property damage and interruptions of its activity. This risk is offset with the group's geographical diversification, the increase in the portfolio of products for adverse climate conditions and the R&D of products with low water, energy and chemical product consumption, as well as products and services that enable efficient utilization of pools in any climate situation. The ESG department performs a qualitative analysis of the physical and transition risks. It has been determined that acute physical risks on the business infrastructures and the costs associated to prevention, adaptation and mitigation are the most likely in the medium term and those that could have the biggest impact.
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Environmental legislation: the subsidiaries/regions are responsible for compliance with legislation and have the support of the corporate ESG and HSE departments.
Human Resources risks:
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Talent management: people management to reduce workplace conflicts and not affect the Company's performance: policy of bonuses linked to the company's results and personal targets; identifying and rewarding the best professionals to attract and retain talent; individual and collective development plans; succession plans that guarantee the continuity of the Company.
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Occupational health and safety: investments are made in the factories periodically and training is given to prevent workplace accidents.
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Whistleblowing Channel: managed by the Ethics Committee, for reporting any issue considered appropriate.
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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:
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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.
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United Nations Global Compact and principles of the ILO. Fluidra carries on its activity in some of the countries that have not signed up to the Global Compact and ILO principles. Supplier assessments and audits are performed and training is given to them on the human rights commitments contained in the Ethics Code.
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F. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS ON FINANCIAL REPORTING (ICFR)
Describe the mechanisms that make up the control and risk management systems in relation to the company's financial reporting (ICFR).
F.1. Control environment in the company.
Indicate, specifying their main features, at least the following:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective ICFR; (ii) the implementation of this system; and (iii) supervision of the system.
Fluidra S.A. and its subsidiaries formally define the responsibilities for the adequate and effective existence of ICFR in the Board of Directors Regulations.
The Board of Directors has designated Corporate Financial Management of Fluidra as responsible for the implementation and maintenance of ICFR.
As regards responsibility for supervising ICFR, articles 6 and 7 of the Audit and Sustainability Committee Regulations explicitly include the responsibility of the Audit and Sustainability Committee in relation to supervision of the ICFR, as well as the responsibility for supervising the process of drawing up and presenting statutory financial information.
The Audit and Sustainability Committee has the support of Internal Audit and Regulatory Compliance management in fulfilling its responsibilities and this is reflected in the charter for that management area.
F.1.2. Whether any of the following are in place, particularly with regard to the process of preparing financial information:
- Departments and/or mechanisms in charge of: (i) the design and review of the organizational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of tasks and duties; and (iii) ensuring that there are sufficient procedures for the proper dissemination of these in the company:
Fluidra has internal processes that establish the authorization levels necessary to modify the organizational structure. Defining the structure and reviewing it are ultimately responsibilities of the Executive Chairman and CEO, with the support of the Appointments and Compensation Committee. The Appointments and Compensation Committee is made up of 4 directors from the Board of Directors, of whom 1 is a proprietary director and 3 are independent.
Fluidra has an internal organization chart available on the corporate intranet which covers the main business areas and ranges from the position of Executive Chairman through the CEO to the level of General Management of each business. This organization chart specifies the areas and departments (including the departments involved in the preparation, analysis and supervision of the financial information), and details the hierarchical dependencies.
For the purposes of preparing statutory financial information, the Group Accounting Manual (GAM) sets out the basic lines of responsibility existing in the process, policies, documentation necessary and timing.
- Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of operations and the preparation of financial information are specifically mentioned), body in charge of analysing breaches and proposing corrective actions and penalties:
Fluidra's commitments include focusing its efforts on ensuring that operations are carried out in an environment of ethical professional practice. This is carried out through the implementation of mechanisms aimed at preventing and detecting fraud committed by employees, or inappropriate practice that could lead to sanctions, fines or damage the Group's image, and also by reinforcing the importance of ethical values and integrity among its professionals.
Fluidra has a Code of Conduct (hereinafter Ethics Code), the first version of which was approved by the Board of Directors at a meeting held on 16th December 2008 and the latest version at the Board meeting held on 7th May 2024.
The Ethics Code must be observed by all employees of the Group and is accessible to all employees through the corporate website and the "myfluidra" Intranet. All employees, when they join Fluidra, receive a copy of the Ethics Code which they have to sign as evidence of their agreement to comply with Fluidra's internal policies.
The main values included in the Ethics Code are those of bringing maximum transparency to Fluidra's business, creating an environment of trust for its customers, suppliers, shareholders, employees, public and private institutions and for society in general. The Ethics Code is based on the ten principles declared in the UN Global Compact and seeks to be the guide that sets out the most relevant ethical principles and behaviour to be observed in internal and external relations, including and
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updating all conduct that is not permitted from a legal approach.
The general ethical principles considered in the Fluidra Ethics Code are specified in terms of the ICFR (Internal Control over Financial Reporting), in values associated to professional integrity and responsibility, guidelines for action related to a greater or lesser extent to the reliability of the financial information and compliance with applicable legislation.
Updates and amendments of the Ethics Code are proposed and promoted by the Audit and Sustainability Committee. The modifications that have been made to the Ethics Code are indicated below:
- On 28th February 2012, the Audit and Sustainability Committee approved the review of the Ethics Code with the aim of incorporating modifications that reflected the evolution of the legal framework to which it is subject, especially with regard to the responsibilities of the Board of Directors and the Audit and Sustainability Committee.
- In 2015, Fluidra reviewed the Ethics Code again, with the aim of bringing it into line with new legislative changes, updating it once again in 2016 to the latest changes in regulations.
- In addition to the Ethics Code, Fluidra also has other features that seek to achieve an environment of ethical professional practice.
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In 2017, the Compliance Coordination Committee was consolidated, made up of the corporate areas of Human Resources, Internal Audit, Legal Advising and by the CFSO. As established in its Rules of application, its main functions are as follows:
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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.
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Encouraging the creation of internal policies, rules and procedures.
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In 2019, the Board of Directors of Fluidra published a new Ethics Code, resulting from the merger of the two codes of conduct of the former Fluidra and the former Zodiac. Group Management prepared a compulsory online course for all employees aimed at helping them to know and understand the principles and commitments of the organization. The course consisted of three parts: an information video of the Chairman of the Group, an online course on the New Ethics Code, and finally acceptance of the Fluidra Ethics Code.
At the end of 2019, the Audit and Sustainability Committee opted to coordinate Compliance Management and the position of compliance officer in Internal Audit management under the leadership of the Global Internal Audit Director. As part of this change, the Compliance Coordination Committee undertook advisory functions to the Global Internal Audit and Compliance Director.
In 2022 the Ethics Code was revised to bring the contents relating to the Whistleblowing Channel into line with the changes that had taken place in that mechanism in order to comply with Directive 2019/1937. Furthermore, on the occasion of that change, the Code became the responsibility of HR & ESG Management.
In 2023, following the movement of the ESG Department from the former HR & ESG Management to Financial Management, it was agreed that the Code would become the responsibility of the ESG Department.
In 2024, certain changes were made to the Ethics Code to adapt it to the new legislation (Corporate Sustainability Due Diligence Directive or "CSDDD") and cover the requirements of the ESG ratings.
- Whistleblowing channel that makes it possible to report any irregularities of a financial or accounting nature to the audit committee, as well as any possible breach of the code of conduct and irregular activities in the organization, specifying, if appropriate, whether it is confidential and whether it provides the possibility of reporting anonymously respecting the rights of the whistleblower and the person reported:
Fluidra also has an Ethics Committee, whose role is to deal with the queries and complaints received through the Whistleblowing Channel. Its objective is to carry out monitoring and control of compliance with the principles established in the Ethics Code.
The Ethics Committee reports annually to the Audit and Sustainability Committee the breaches of the Ethics Code identified and the corrective actions and disciplinary measures proposed, if necessary. All communications between the Ethics Committee and the employees of Fluidra are totally confidential, respecting the limitations established in applicable personal data protection legislation. In this regard, all members of the Ethics Committee are authorized to know the combined information of all queries and notifications received from the group through the query and notification procedure.
The Whistleblowing Channel is the Internal Reporting System that Fluidra makes available so that any person can report breaches (or risks of breaches) of the applicable legislation or of the Ethics Code that have occurred in the context of Fluidra's activities, in compliance with the provisions of Act 2/2023, of 20th February, regulating the protection of whistleblowers and combatting corruption, and of all the requirements deriving from it, as well as any applicable local legislation.
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- Regular training and update programmes for personnel involved in the preparation and review of financial information, as well as in the evaluation of ICFR, covering at least accounting policies, auditing, internal control and risk management:
With the aim of promoting training and development, Fluidra has the Fluidra MyCampus platform. The aim of MyCampus is to consolidate an offering of corporate training on multidisciplinary and business contents to promote the transmission of internal knowledge and also the acquisition of new knowledge by offering external content.
Bolstering internal training in Fluidra, by offering courses in the main functional and business areas given by internal trainers, whenever possible, is considered key in order to take full advantage of Fluidra's knowledge and foster interrelation among Fluidra's professionals.
Since 2021, we have had the contents of LinkedIn Learning including financial content available to our employees on demand.
For aspects related to the preparation of financial information, Fluidra invests in training on accounting and financial skills by giving training to the employees involved in the subsidiaries through in-person visits, or online, which goes over the reporting statements, the different information needs for central services or criteria for obsolescence or insolvency, among others.
F.2. Financial reporting risk assessment
Indicate at least the following:
F.2.1 What are the main features of the risk identification process, including the process of identifying the risks of error or fraud, with respect to:
- Whether the process exists and is documented:
The process followed by Fluidra to identify risks of error in the financial information is systematic and well documented. Fluidra places special emphasis on the identification of risks of material error or fraud, by determining financial reporting control objectives for each of the risks identified. This risk identification process is carried out and documented by Financial Management of Fluidra and is supervised by the Audit and Sustainability Committee, with the support of Internal Audit.
Whether the process covers all the financial reporting objectives (existence and occurrence; completeness; valuation; presentation, breakdown and comparability, and rights and obligations), whether it is updated, and how often:
The process is structured so that, on a regular basis, the areas that can have a material effect on the financial statements are analysed based on a range of criteria that include quantitative and qualitative factors, identifying relevant areas/locations at transaction level, to the extent that they are affected by transactions with a material impact on the financial statements. The scope of the areas identified is reviewed by Corporate
Financial Management of Fluidra and is ultimately supervised by the Audit and Sustainability Committee. If in the course of the year (i), circumstances not previously identified that show possible errors in the financial information or (ii), substantial changes in Fluidra's operations come to light, Financial Management assesses the existence of the risks that should be added to the risks that have already been identified
The existence of a process for the identification of the consolidation perimeter, taking into account, among other matters, the possible existence of complex corporate structures, holding entities, or special purpose entities:
Through meetings with General Management of the divisions and the Legal Department, Financial Management regularly updates the corporate structure defining the consolidation perimeter for accounting and tax purposes. In addition, at least once a year the consolidation perimeter is supervised and approved by the Audit and Sustainability Committee.
The Company has a tax policy that sets out the guidelines for the group's legal structure, seeking to attain the business goals while avoiding complex instrumental structures.
Whether the process takes into account the effects of other types of risks (operational, technological, financial, legal, tax, reputational, environmental, etc.) to the extent that they affect the financial statements:
The process takes into account other types of risks to the extent that they affect the financial statements.
What governance body of the company supervises the process:
As indicated in the Board of Directors Regulations, the Audit and Sustainability Committee is responsible for reviewing the internal control and risk management systems periodically, so that the main risks are identified, managed and reported adequately.
F.3. Control activities.
Indicate whether at least the following are in place and describe their main features:
F.3.1. Procedures for review and authorization of financial information, and description of the ICFR, to be published in the securities market, indicating the persons or divisions responsible for them, as well as documentation describing the flows of activities and controls (including those relating to risk of fraud) of the various types of transactions that could materially affect the financial statements, including the closing process and the specific review of significant judgements, estimates, valuations, and projections.
Fluidra has a range of procedures to validate the accounting closing and the preparation of financial information for all areas. The control activities identified and formally documented focus on activities related directly to balances and transactions that
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could have a material effect on the financial statements and also seek to mitigate the risk of fraud.
As regards the closing procedure and the procedure for the review and authorization of the financial information published on the market, it commences with the establishment of a detailed calendar of closing activities duly distributed to all the divisions through the GAM. Thereafter, each subsidiary reports its financial data using a standard format determined by Financial Management using the FCCS tool. Financial Management is then responsible for the consolidation process, and prepares the Consolidated Annual Accounts, which are validated by the CFSO for subsequent presentation to and supervision by the Executive Chairman, CEO, Internal Audit management, the Audit and Sustainability Committee and the Board of Directors.
Fluidra also has a series of procedures through which Financial Management reviews ICFR, mainly consisting of:
- Existence of an ICFR management policy that articulates the scope, responsibilities, procedure for evaluating the effectiveness of the model, supervision of the model, establishment of action plans and their follow up, and supervision by the Audit and Sustainability Committee.
- System for evaluating the internal control model through Self-Evaluation questionnaires: Financial Management of Fluidra, based on the process of identifying and assessing risks and controls, defines self-evaluation questionnaires which must be completed by the Divisions considering the minimum requisites to guarantee reasonable assurance as to the reliability of the financial information. Internal Audit supervises the effectiveness of the model in accordance with the provisions of the internal audit plan.
In relation to the specific review of relevant judgements, estimates, valuations and projections, this takes place initially in the existing control activities either in the routine transactions of Fluidra, or through the control mechanisms in place in the process of preparing the financial information detailed in the GAM. Depending on the degree of judgement and estimation applied and the potential impact on the financial statements, there is a subsequent scale of discussion and review involving General and Financial Management of the Division, Corporate Financial Management, the CEO, the Executive Chairman, the Audit and Sustainability Committee and the Board of Directors, in that order, in cases of substantially relevant aspects in the preparation of financial information.
When third-party experts are involved in areas subject to judgement, estimate, valuation and projections, they discuss and present their results to Financial Management, after having applied a series of control and supervision procedures to the work carried out by these experts, and depending on their materiality they are submitted to the Audit and Sustainability Committee.
In particular, the main judgements and estimates addressed during the year are those indicated in the notes to the Consolidated Annual Accounts for the year.
F.3.2. Internal control policies and procedures on information systems (including, among others, secure access, change control, operation of the systems, operational continuity, and segregation of duties) that provide support for the company's relevant processes in drawing up and publishing financial information.
Fluidra uses information systems to carry out and maintain adequate recording and control of its operations. As part of the process of identifying risks of error in the financial information, Fluidra identifies, through Financial Management, the systems and applications that are relevant in preparing it. The systems and applications identified include both those directly used in preparing the financial information and the interfaces with this system, notably in relation to sales/accounts receivable and purchases/accounts payable.
The policies and procedures concerning Fluidra's information systems cover both hardware and software security with regard to access (ensuring segregation of functions through adequate restriction of access), procedures to check the design of new systems or modifications to existing systems, the operation of the systems and continuity in their operation (or start-up of alternative systems and applications) in the event of incidents that affect their operation. These policies seek, among others, to guarantee the following aspects:
- Secure access both to data and applications.
- Control over changes in the applications.
- Correct operation of the applications.
- Availability of data and continuity of the applications
- Adequate segregation of functions
- Raising awareness of individual participation in computer security
a) Secure access:
A series of measures at different levels have been defined to prevent unauthorized access both to data and to the applications. At software, operating system and database level, the user-password combination is used as a preventive control. At data level, profiles have been defined which limit access to data and on which a segregation of functions matrix is being developed that will ensure the compatibility of the user's functions according to his/her responsibilities.
b) Change control:
A change management methodology has been developed and implemented which establishes the safeguards and validations necessary to limit the risk in this process. Since 2012 a new methodology called "change request" has been in use. The main aspects featured include the following:
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- Approval by the business area
- Testing prior to production
- Specific environments for development and test tasks
- Reverse procedures
- Segregation of functions as the development team does not have access to production.
c) Operation:
To ensure that operations are carried out correctly, the interfaces between the systems involved in preparing financial information are monitored. There is also an internal "Help Desk" service for end users in the event of detecting any kind of incident, query or request for training and which controls the efficiency of the operation of the information systems.
d) Availability and continuity:
In Barcelona, the Company has two new outsourced Data-Processing Centres that enable it to ensure the availability of the information system in a contingency. These Data-Processing Centres mainly provide service to the subsidiaries located in Europe, Middle East, South America, South East Asia and Africa. All of this is supported, furthermore, by a Disaster Recovery Plan (DRP) with the tasks and steps to be carried out to restore the systems in such an event. DRPs are tested in real conditions once a year. In addition, daily backups are made of the data and applications, which are kept at a secure location temporarily. There are also two Data-Processing Centres in Girona, where the main warehouse is located, with annual testing and daily backups.
Specific on-premise applications for Fluidra's North American companies are kept at two outsourced Data-Processing Centres, located in Atlanta, providing support to the subsidiaries located in the USA and Canada, as well as the plant located in Tijuana. This DRP is also tested annually, and daily backups are made.
In Australia, the data of the main applications are stored at the head offices in two Data-Processing Centres of our own (main and backup), located in Smithfield and Keysborough, which provide support to the subsidiaries located in Australia and New Zealand. These DRPs are also tested annually, and daily backups are made.
For all Data-Processing Centres, data recovery testing processes are performed routinely in order to verify the integrity of the system.
e) Segregation of functions:
A series of profiles have been defined describing the functionalities to which a user should have access in the Information Systems. These profiles are used to prevent a user from having more privileges than are strictly necessary. The definition of these profiles is currently under review.
f) Awareness raising:
Fluidra has implemented a Cybersecurity Awareness Program that includes phishing simulations and training courses for all employees with digital identity
F.3.3. Internal control policies and procedures designed to supervise management of activities outsourced to third parties, as well as the aspects of assessment, calculation or valuation entrusted to independent experts, which may materially affect the financial statements.
If a service has to be outsourced or an independent expert has to be involved in assessments, calculations and valuations with a significant impact on the financial information, Financial Management of Fluidra leads the decision-making process.
F.4. Information and communication.
Indicate whether at least the following are in place and describe their main features:
F.4.1. A specific function charged with defining and updating accounting policies (accounting policy area or department) and with resolving questions or conflicts arising from their interpretation, maintaining fluid communications with those responsible for operations at the organization, as well as an updated accounting policy manual that has been communicated to the units through which the entity operates.
Among other functions, Financial Management is responsible for keeping the accounting policies applicable to the group up to date. In this regard, it is responsible for updating the GAM, which includes the group's accounting policies and chart of accounts, as well as an analysis of any regulatory and accounting changes that could have an impact on Fluidra's financial reporting.
The GAM is updated periodically, or when a significant new development so requires, and was last updated in June 2025. The updates review both accounting policies based on changes in applicable EU-IFRS and the group's accounting structure, ensuring traceability between individual charts of accounts of the group subsidiaries and the Fluidra chart of accounts which is used as the basis for drawing up the different reporting packages to be provided to external bodies. Changes and updates to the GAM are communicated to all responsible financial personnel by e-mail. The latest version of the GAM is always available on the group's intranet under the heading "policies and procedures".
Financial Management is also responsible for clearing up any doubts about the accounting treatment of certain transactions raised by the personnel responsible for preparing the financial information of Fluidra.
To add greater convenience and efficiency to the responsibility of keeping the GAM up-to-date, and to identify any incidents and weaknesses that have to be remedied, there is a working group on accounting procedures, made up of a member of Corporate Financial Management, the Internal Audit Director and the person responsible for updating the GAM, the aim of which is to update the GAM based on the incidents detected by internal audit in the course of its duties, which are not contemplated in the Group's current policies. This working group meets once a quarter and records minutes of the meetings.
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F.4.2. Mechanisms to capture and prepare financial information using standardized formats, to be applied and used by all units of the company or group, supporting the main financial statements and the notes, as well as the information provided on ICFR.
All the companies that form part of the Consolidated Group at the end of 2025 use a single standardized reporting format.
Most of them (approximately 70% of turnover), have one of the two Corporate Systems for accounting in terms of capture and preparation of financial information. For the remaining 30%, which have not implemented that Information System at present, Fluidra ensures that standardized formats are used in preparing the financial information through mechanisms that reflect those used in the integrated tool. The financial information reported by all the subsidiaries covers the composition of the main Financial Statements and the notes. The Financial Management department of Fluidra is responsible for obtaining data from all the subsidiaries, and with this information makes the necessary consolidation adjustments to obtain the consolidated figures and complements the financial information with the reserved notes to Consolidated Financial Statements.
In 2024, new reporting and consolidation software was implemented. To ensure the reliability of the information reported by the subsidiaries, every month they must report a range of data to allow an analysis of variations in asset and liability items and results obtained with respect to the monthly budget and the previous year, in which the various balance sheet and income statement items are interrelated, permitting greater knowledge in detail of the operations reported at local level. The Company has also implemented ICFR management software based on the Company's processes, where the most relevant subsidiaries report compliance with a series of controls, both over the financial information reported and other controls associated to processes with a relevant impact on the financial statements. These controls are suitably supervised by the responsible financial personnel of the corresponding division, creating action plans if considered necessary. Internal audit carries out supervision of the effectiveness of the controls twice a year, in accordance with the annual audit plan, reporting the results to the Audit and Sustainability Committee.
F.5. Supervision of operation of the system.
Indicate and describe the main features of at least the following:
F.5.1. The ICFR supervision activities carried out by the audit committee as well as whether the entity has an internal audit function whose duties include providing support to the committee in its work of supervising the internal control system, including ICFR. Information is also to be provided concerning the scope of the evaluation of ICFR performed during the year and on the procedure whereby the person or division charged with performing the evaluation reports the results thereof, whether the entity has an action plan in place describing possible corrective measures, and whether the impact thereof on the financial information has been considered.
The duties of the Audit and Sustainability Committee in relation to the supervision of ICFR are established in articles 6 and 7 of the Audit and Sustainability Committee Regulations and, among others, are focused on:
- Supervising the effectiveness of the Company's internal control, especially Internal Control on Financial Reporting, internal audit, as the case may be, and the risk management systems, and discussing with the auditors or audit firms any significant internal control weaknesses detected in the course of the audit.
- Supervising the process of drawing up and presenting statutory financial information.
- Reviewing the Company's accounts, ensuring compliance with legal requirements and correct application of generally accepted accounting principles, for which purpose it has the direct collaboration of the external and internal auditors. In particular, the Audit and Sustainability Committee ensures that, in cases in which the auditor has included any qualification in the audit report, the Chair of the Audit and Sustainability Committee explains clearly to the General Meeting the Audit and Sustainability Committee's opinion on the content and scope of the qualification, making a summary of that opinion available to the shareholders when notice of the Meeting is published, together with the other proposals and reports of the Board.
In relation to the information systems and internal control:
- Supervising and evaluating the process of drawing up and the integrity of the financial and non-financial information presented, and the financial and non-financial risk management and control systems relating to the Company and, as the case may be, the group, reviewing compliance with regulatory requisites, adequate definition of the consolidation perimeter and correct application of accounting policies.
- Reviewing the internal control and risk management systems periodically, so that the main risks are identified, managed and reported adequately.
- Ensuring the independence and effectiveness of the internal audit function; proposing the selection, appointment, re-election and removal of the person responsible for internal audit; proposing the budget for the department; approving or proposing to the Board of Directors the approval of the internal audit orientation and annual work plan, ensuring that its activity is focused mainly on the relevant risks (including reputational risks), receiving periodic information on its activities; and verifying that senior management takes into account the conclusions and recommendations of its reports.
- Establishing and supervising a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, customers, contractors or subcontractors to report any irregularities of potential relevance, including financial and accounting or any other irregularities related to Fluidra that they observe in the Company or the group. This mechanism should guarantee
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confidentiality and, in any case, provide for situations in which these matters may be reported anonymously, respecting the rights of the whistleblower and the reported person.
Internal Audit Management is located within the Group's organizational structure, and depends on the Audit and Sustainability Committee, so that its independence is assured as well as the performance of the assigned functions. All the actions carried out by Internal Audit Management that require approval are approved by the Board of Directors at the proposal of the Audit and Sustainability Committee.
Internal Audit prepares and presents an Annual Internal Audit Plan which is reviewed and approved by the Audit and Sustainability Committee. In 2025, Internal Audit met with the Audit and Sustainability Committee in the months of February, March, May, July, October and December to present the results and evolution of its work. At these meetings, Internal Audit Management reported the weaknesses identified in the design of the internal control model, proposing the corresponding action plans and the dates of implementation of these plans. In turn, Internal Audit supervises the correct implementation of the corrective actions.
In the months of May, June, October and December 2025, the Audit and Sustainability Committee, through Internal Audit Management, supervised the correct review of the effectiveness of the controls conducted by Financial Management. A small number of weaknesses were detected, corresponding to the German and US subsidiaries, which have been duly corrected or are in the process of being corrected. The weaknesses detected are reported to the heads of the Divisions and the corresponding action plans are designed, with a follow-up of their implementation.
F.5.2. Whether it has a discussion procedure whereby the auditor (as provided in the Technical Auditing Standards), the internal audit function, and other experts can inform senior management and the audit committee or the directors of the entity of the significant internal control weaknesses detected during the review of the annual accounts or such other reviews as may have been entrusted to them. Information shall also be provided on whether there is an action plan to attempt to correct or mitigate the weaknesses found.
The Audit and Sustainability Committee meets at least four times a year, with the aim of obtaining and analysing the
necessary information to fulfil the tasks with which it has been entrusted by the Board of Directors.
Special attention is given to the review of the Company's quarterly financial information, which is presented by General Financial Management. In order to carry out this process, the Audit and Sustainability Committee is assisted by Internal Audit, General Financial Management (responsible for preparing the financial information) and the Auditor, with the aim of ensuring the correct application of ruling accounting policies and the reliability of the financial information, and in order to be able to report significant control weaknesses identified, if any, and the corresponding action plans.
Prior to the reports issued by the Audit and Sustainability Committee, Internal Audit Management discusses the results of its work with local management, Financial Management and Corporate General Management, thus ensuring fluid and efficient communication among all parties.
In relation to the External Auditors, they present annually the scope, timing and areas of emphasis of their audit work on the annual accounts, in accordance with the applicable auditing standards. They also meet with the Audit and Sustainability Committee to present the conclusions of their work and areas for improvement. The weaknesses reported are communicated to Internal Audit Management for inclusion in the implementation plan. It should be noted that the External Auditors have stated that no significant internal control weaknesses have come to light during the audit performed in 2025.
F.6. Other relevant information.
F.7. External audit report.
Report on:
F.7.1. Whether the information on ICFR sent to the markets has been reviewed by the external auditor, in which case the entity should include the corresponding report as an appendix. Otherwise, the reasons for this should be provided.
Fluidra has submitted the information on ICFR sent to the markets for 2025 to be reviewed by the External Auditor. The favourable report issued by the External Auditor is attached as an appendix to this document.
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G. DEGREE TO WHICH CORPORATE GOVERNANCE RECOMMENDATIONS ARE FOLLOWED
State the company's degree of compliance with the recommendations of the Good Governance Code of Listed Companies.
If the company does not comply with any recommendation or follows it partially, a detailed explanation of the reasons must be given, providing shareholders, investors, and the market in general with sufficient information to assess the company's course of action. Generalized explanations will not be acceptable.
- The Articles of Association of listed companies should not place an upper limit on the votes that can be cast by a single shareholder or impose other obstacles to the takeover of the company by means of share purchases on the market.
Complies ☑ 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 mechanisms in place to resolve possible conflicts of interest.
Complies ☐ Complies partially ☐ Explain ☐ Not applicable ☑
- During the ordinary general meeting, the chairman of the board should verbally inform shareholders in sufficient detail of the most relevant aspects of the company's corporate governance, supplementing the written information circulated in the annual corporate governance report. In particular:
a) Changes taking place since the previous ordinary general meeting.
b) The specific reasons for the company not following a given Good Governance Code recommendation, and any alternative rules followed instead.
Complies ☑ 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 gives equitable treatment to shareholders in the same position. This policy should be published on the company's website, complete with details of how it has been put into practice and the identities of the relevant spokespersons or those charged with its implementation.
And, notwithstanding the legal obligations on the dissemination of privileged information and other statutory information, the company should also have a general policy relating to the communication of economic and financial, non-financial and corporate information through the channels it considers appropriate (traditional media, social media or other channels) that contributes to maximizing the dissemination and quality of the information available to the market, investors and other stakeholders.
Complies ☑ Complies partially ☐ Explain ☐
- The board of directors should not make a proposal to the general meeting for the delegation of powers to issue shares or convertible securities without a preferential subscription right for an amount exceeding 20% of capital at the time of such delegation.
When the board approves any issue of shares or convertible securities without preferential subscription rights, the company should immediately post on its website the reports explaining the exclusion referred to in mercantile legislation.
Complies ☑ Complies partially ☐ Explain ☐
- Listed companies that draw up the following reports on a voluntary or compulsory basis should publish them on their website sufficiently in advance of the ordinary general meeting, even if their distribution is not mandatory:
a) Report on auditor's independence.
b) Reports on the activities of the audit committee and the appointments and compensation committee.
c) Report of the audit committee on related-party transactions.
Complies ☑ Complies partially ☐ Explain ☐
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- The company should livestream its general shareholders meetings on the corporate website.
The company should also have mechanisms that permit the delegation and exercise of vote through remote means and, in the case of large cap companies and to the extent that it is proportionate, even attendance at and active participation in the General Meeting.
Complies ☑ Complies partially ☐ Explain ☐
- The audit committee should strive to ensure that the annual accounts the board of directors presents to the general shareholders' meeting are drawn up in accordance with accounting legislation. In cases in which the auditor has included a qualification in the audit report, the chairman of the audit committee should give a clear account at the general meeting of the audit committee's opinion on its content and scope, and a summary of that opinion should be made available to the shareholders at the time of publishing the notice convening the meeting, together with the remaining proposals and reports of the board.
Complies ☑ Complies partially ☐ Explain ☐
- The company should publish permanently on its website the requisites and procedures it will accept as evidence of ownership of shares, the right to attend general meetings and the exercise or delegation of voting rights.
Such requisites and procedures should encourage shareholders to attend and exercise their rights and be applied in a non - discriminatory manner.
Complies ☑ 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:
a) Immediately circulate these supplementary items and new proposals for resolutions.
b) Publish the model of attendance card or proxy appointment or remote voting form duly modified so that new agenda items and alternative proposals can be voted on in the same terms as those submitted by the board of directors.
c) Put all these items or alternative proposals to the vote applying the same voting rules as for those submitted by the board of directors, with particular regard to presumptions or inferences about votes.
d) After the general meeting, disclose the breakdown of votes on such supplementary items or alternative proposals.
Complies ☑ 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 ☑
- The board of directors should perform its duties with unity of purpose and independent judgement, according the same treatment to all shareholders in the same position. It should be guided at all times by the company's best interest, understood as the attainment of a profitable business that is sustainable in the long term, promoting its continuity and maximizing its economic value.
In pursuing the corporate interest, it should not only abide by laws and regulations and conduct based on good faith, ethics and respect for commonly accepted customs and good practice, but also strive to reconcile the company's interests with the legitimate interests of its employees, suppliers, customers and other stakeholders, as well as with the impact of its activities on the broader community and the environment.
Complies ☑ Complies partially ☐ Explain ☐
- The board of directors should have an optimal size to promote its efficient functioning and maximize participation. The recommended range is accordingly between five and fifteen members.
Complies ☑ 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) Ensures that appointment or re-election proposals are based on a prior analysis of the skills required by the board of directors; and
c) Favours a diversity of knowledge, experience, age and gender. For these purposes, measures that foster a significant number of female senior managers are deemed to favour gender diversity.
The results of the prior analysis of the skills required by the board should be reflected in the appointments committee's report, to be published when the general meeting is convened that is to resolve on the ratification, appointment or re-election of each director.
The appointments committee should perform an annual check on compliance with this policy and set out its findings in the annual corporate governance report.
Complies ☑ Complies partially ☐ Explain ☐
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- Proprietary and independent directors should constitute an ample majority on the board of directors, and the number of executive directors should be the minimum necessary bearing in mind the complexity of the corporate group and the percentage shareholding of the executive directors in the company's capital.
The number of female directors should represent at least 40% of the members of the board of directors by the end of 2022 and thereafter, and prior to that should not be less than 30%.
Complies ☑ Complies partially ☐ Explain ☐
- The percentage of proprietary directors with respect to all non-executive directors should be no greater than the proportion between the capital of the company represented by such directors and the remainder of the company's capital.
This criterion can be relaxed:
a) In large cap companies where few or no shareholdings attain the legal threshold to be regarded as significant.
b) In companies with a plurality of shareholders represented on the board but not otherwise related.
Complies ☑ Explain ☐
- Independent directors should represent at least half of all board members.
However, when the company does not have a large market capitalisation, or when a large cap company has shareholders individually or concertedly controlling over 30% of share capital, independent directors should occupy, at least, a third of board places.
Complies ☐ Explain ☑
At 31st December 2025, of the total of 14 directors on the Board of Directors of Fluidra, 6 are independent directors representing 42.86% of the total number of Board members. This proportion corresponds to the particular features of the Company's shareholder structure and of the shareholders' agreement, as well as the syndication agreement between certain significant shareholders described in section A.7 of this Report, all of which has resulted in the Company having 6 proprietary directors, 2 executive directors and 6 independent directors during the year, falling 1 independent director short of the number required to comply with the recommendation, taking into account that the Company is a large cap company. The reason is that in the context of the merger between Fluidra and the US company Zodiac, and the fact that Piscine Luxembourg Holdings 1, S.a.r.l. (an entity controlled by Rhône Capital LLC) became a shareholder, a shareholders' agreement was formalized on 3rd November 2017 whereby a number of commitments were undertaken, including the presence of certain proprietary directors, representing Rhône Capital LLC and the founding families of Fluidra, on the Board of Directors of Fluidra, based on the percentage shareholdings of these shareholders in Fluidra from time to time. As a result, the number of proprietary directors responds to the particular features of the shareholder
composition and the agreements reached in the above-mentioned shareholders' agreement, and in spite of this, the percentage of independent directors (42.86%) exceeds the floating capital (39.57%). Accordingly, Fluidra considers that the proportions of each category are adequate for the composition of its Board of Directors in light of its shareholder composition and allow it to reach the necessary levels of honourability, dedication, independence and suitability. Fluidra acknowledges the importance for its investors of having a majority of independent directors on the Board of Directors. Fluidra intends to increase the proportion of independent directors from the current 43% as the Group's shareholder structure evolves in the future.
- Companies should disclose the following information about their directors on their websites and keep it regularly updated:
a) Background and professional experience.
b) Directorships held in other companies, listed or otherwise, and other paid activities they engage in, of whatever nature.
c) Statement of the director category to which they belong, in the case of proprietary directors indicating the shareholder they represent or have links with.
d) Dates of their first appointment as a board member and subsequent re-elections.
e) Shares held in the company, and any options on such shares.
Complies ☑ Complies partially ☐ Explain ☐
- 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 ☑
- 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 ☑ Complies partially ☐ Explain ☐ Not applicable ☐
- The board of directors should not propose the removal of independent directors before the expiry of their term of office established in the Articles of Association, except when there is due cause, found to exist by the board of directors following a
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report of the appointments committee. In particular, due cause will be deemed to exist when directors take up new posts or responsibilities that prevent them allocating sufficient time to their duties as a board member, or are in breach of the inherent duties of their post or come under one of the disqualifying grounds for classification as an independent director enumerated in the applicable legislation.
The removal of independent directors may also be proposed when a takeover bid, merger or similar corporate transaction alters the company's capital structure, provided the changes in board membership ensue from the proportionality criterion set out in recommendation 16.
Complies ☑ 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 compensation committee, decide whether or not it should take some kind of measure, such as opening an internal investigation, requesting the director's resignation or proposing his or her removal from office. This matter should be reported in the annual corporate governance report, unless there are special circumstances that justify its omission, which must be noted in the minutes. The foregoing is notwithstanding the information which the company must publish, if applicable, at the time of taking the corresponding measures.
Complies ☑ 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 shareholders lacking board representation.
When the board makes significant or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation.
The terms of this recommendation also apply to the secretary of the board, even if he or she is not a director.
Complies ☑ 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 ☑ Complies partially ☐ Explain ☐ Not applicable ☐
- The appointments committee should ensure that non-executive directors have sufficient time available to discharge their responsibilities effectively.
The board of directors' regulations should lay down the maximum number of company boards on which directors can serve:
Complies ☑ Complies partially ☐ Explain ☐
- 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 ☑ 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 ☑ 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 ☑ 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 ☑ Complies partially ☐ Explain ☐
- Regardless of the knowledge directors must possess to carry out their duties, they should also be offered refresher programmes when circumstances so advise.
Complies ☑ Complies partially ☐ Explain ☐
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- The agendas of board meetings should clearly indicate the items on which directors must arrive at a decision, so they can study the matter beforehand or gather the material they need.
When, exceptionally, for reasons of urgency, the chairman wishes to present decisions or resolutions for board approval that were not on the agenda, their inclusion will require the express prior consent, duly recorded in the minutes, of the majority of directors present.
Complies ☑ 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 ☑ 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 of the board and be accountable for its proper functioning; ensure that sufficient time is given to the discussion of strategic issues, and approve and review refresher courses for each director, when circumstances so advise.
Complies ☑ 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 directors in the absence of the chairman and vice-chairs, if any; give voice to the concerns of non-executive directors; maintain contacts with investors and shareholders to hear their views and develop a balanced understanding of their concerns, especially those to do with the company's corporate governance; and coordinate the chairman succession plan.
Complies ☑ 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 ☑ 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 committees should start with the reports they send to the board of directors, while that of the board itself should start with the report of the appointments committee.
Every three years, the board of directors should engage an external consultant to aid in the evaluation process. This consultant's independence should be verified by the appointments committee.
Any business dealings that the consultant or any company in its group has with the company or with any company in its group should be detailed in the annual corporate governance report.
The process followed and areas evaluated should be described in the annual corporate governance report.
Complies ☑ 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 ☑ 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 members should receive a copy of the executive committee's minutes.
Complies ☑ 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 ☑ 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 ☑ Complies partially ☐ Explain ☐
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- 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 ☑ 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 this service; approve or propose approval by the board of the approach and the annual internal audit work plan, ensuring that its activity is focused mainly on the relevant risks of the company (including reputational risks); receive periodic information on its activities; and verify that senior management takes into account the conclusions and recommendations of its reports.
c) Establish and supervise a mechanism that allows employees and other persons related to the company, such as directors, shareholders, suppliers, contractors or subcontractors, to report any irregularities of potential relevance, including financial and accounting or any other kind of irregularities that they observe in the Company or the group. This mechanism should guarantee confidentiality and, in any case, provide for cases in which communications may be made anonymously, respecting the rights of the whistleblower and the reported person.
d) Ensure in general that the policies and systems established in relation to internal control are applied effectively in practice.
- In relation to the external auditor:
a) Investigate the circumstances giving rise to the resignation of the external auditor, should this come about.
b) Ensure that the remuneration of the external auditor does not compromise its quality or independence.
c) Ensure that the company notifies any change of external auditor through the CNMV, accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same.
d) Ensure that the external auditor has a yearly meeting with the board in full to inform it of the work undertaken and developments in the company's risk and accounting positions.
e) Ensure that the company and the external auditor adhere to current regulations on the provision of non-audit services, limits on the concentration of the auditor's business and, in general, other regulations on auditor independence.
Complies ☑ Complies partially ☐ Explain ☐
- The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior manager.
Complies ☑ Complies partially ☐ Explain ☐
- 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 ☑ Complies partially ☐ Explain ☐
Not applicable ☐
- The risk management and control policy should identify or determine at least:
a) The different types of financial and non-financial risks the company is exposed to (including operational, technological, legal, social, environmental, political and reputational risks, including risks related to corruption), with the inclusion under financial or economic risks of contingent liabilities and other off- balance-sheet risks.
b) A risk management and control model based on different levels, a part of which will include a committee specialized in risks when sectorial regulations so establish, or the company considers appropriate.
c) The risk level the company sees as acceptable.
d) The measures devised to mitigate the impact of the risks identified, should they materialize.
e) The internal control and reporting systems to be used to control and manage the above risks, including contingent liabilities and off-balance-sheet risks.
Complies ☑ Complies partially ☐ Explain ☐
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- Companies should establish an internal risk control and management function to be exercised by one of the company's internal department or units, under the direct supervision of the audit committee or some other dedicated board committee. This function should be expressly charged with the following responsibilities:
a) Ensure that risk control and management systems are functioning correctly and, specifically, that all the significant risks the company is exposed to are adequately identified, managed and quantified.
b) Participate actively in the preparation of risk strategies and in key decisions about their management.
c) Ensure that risk control and management systems are mitigating risks adequately in the context of the policy defined by the board of directors.
Complies ☑ Complies partially ☐ Explain ☐
- Members of the appointments and compensation committee - or of the appointments committee and the compensation committee, if they are separate - should be appointed ensuring that they have adequate knowledge, skills and experience for the functions they are called on to discharge. The majority of their members should be independent directors..
Complies ☑ Complies partially ☐ Explain ☐
- Large cap companies should have separate appointments and compensation committees.
Complies ☐ Explain ☑ Not applicable ☐
Fluidra has not considered it necessary for the time being to separate its current Appointments and Compensation Committee into two committees, as it understands that the functions relating to appointments and those relating to remuneration can be discharged objectively and independently by the same committee, which is composed mainly of independent directors. As a matter of fact, Fluidra considers that is not efficient to separate the competencies in two committees and that the existence of only one committee does not limit in any way or compromise the exercise of the faculties granted by law to the Appointments and Compensation Committee.
- The appointments committee should consult with the company's chairman and chief executive, especially on matters relating to executive directors.
When there are vacancies on the board, any director should be able to approach the appointments committee to propose candidates for the committee to judge whether they might be suitable.
Complies ☑ Complies partially ☐ Explain ☐
- The appointments and compensation committee should operate independently and have the following functions in addition to those assigned by law:
a) Propose to the board the standard conditions for senior management contracts.
b) Monitor compliance with the remuneration policy set by the company.
c) Periodically review the remuneration policy for directors and senior managers, including share-based remuneration systems and their application, and ensure that their individual remuneration is proportionate to the amounts paid to other directors and senior managers in the company.
d) Ensure that conflicts of interest do not undermine the independence of any external advice provided to the committee.
e) Verify the information on director and senior manager remuneration contained in corporate documents, including the annual report on directors' remuneration.
Complies ☑ Complies partially ☐ Explain ☐
- The appointments and compensation committee should consult with the company's chairman and chief executive, especially on matters relating to executive directors and senior managers. matters relating to executive directors and senior managers.
Complies ☑ Complies partially ☐ Explain ☐
- The rules on the composition and operation of the supervisory and control committees should be set out in the board of directors' regulations and should be consistent with the rules applicable to legally mandatory committees in accordance with the above recommendations, including the following rules:
a) These committees should be formed exclusively by non-executive directors, with a majority of independent directors.
b) They should be chaired by independent directors.
c) The board of directors should appoint the members of such committees with regard to the knowledge, skills and experience of the directors and each committee's terms of reference; discuss their proposals and reports; and report back on their activities and work at the first full board meeting following each committee meeting.
d) The committees may engage external advice, when they feel it necessary for the discharge of their functions.
e) Minutes of their meetings should be drawn up and made available to all board members.
Complies ☐ Complies partially ☐ Explain ☐ Not applicable ☑
- The task of supervising compliance with the Company's policies and rules on environmental, social and corporate governance matters, as well as internal codes of conduct, should be assigned to one board committee or split between
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several committees of the board of directors, which could be the audit committee, the appointments committee, a committee specializing in sustainability or corporate social responsibility or a dedicated committee established ad hoc by the board under its powers of self-organization. This committee should be made up exclusively of non-executive directors, the majority of whom should be independent, and should be specifically charged with the minimum functions indicated in the following recommendation.
Complies ☑ 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) Oversee the company's social and environmental practices to ensure that they conform to the established strategy and policies.
e) Oversee and evaluate processes in relation to the different stakeholders.
Complies ☑ Complies partially ☐ Explain ☐
- The environmental and social sustainability policies should identify and include at least:
a) The principles, commitments, goals and strategy in relation to shareholders, employees, customers, suppliers, social matters, environment, diversity, fiscal responsibility, respect for human rights and the prevention of corruption and other illegal conduct.
b) The methods or systems to monitor compliance with the policies, the associated risks and their management.
c) The mechanisms for supervising non-financial risk, including the risk related to ethics and business conduct.
d) Channels for stakeholder communication, participation and dialogue.
e) Responsible communication practices that prevent the manipulation of information and protect honour and integrity.
Complies ☑ 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 ☑ 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, retirement systems or other benefits should be confined to executive directors.
Share-based remuneration of non-executive directors may be considered when it is subject to the condition that the shares must be kept until the end of their term of office. This condition, however, will not apply to any shares that the director must dispose of to defray costs related to their acquisition.
Complies ☑ 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 components should meet the following conditions:
a) They should be subject to predetermined and measurable performance criteria that take into account the risk assumed to obtain a given outcome.
b) They should promote the sustainability of the company and include non-financial criteria that are relevant for the creation of value in the long term, such as compliance with the company's internal rules and procedures and its risk management and control policies.
c) They should be focused on achieving a balance between the delivery of short, medium and long-term objectives, such that performance-related pay rewards ongoing achievement, maintained over sufficient time to appreciate its contribution to long-term value creation. This will ensure that performance measurement is not based solely on one-off, occasional or extraordinary events.
Complies ☑ Complies partially ☐ Explain ☐ Not applicable ☐
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- 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 ☑ Complies partially ☐ Explain ☐ Not applicable ☐
- Remuneration linked to company earnings should bear in mind any qualifications stated in the external auditor's report that reduce the amount of such earnings.
Complies ☑ 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 ☑ 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 compensation committee, to deal with any supervening extraordinary situations that so require.
Complies ☑ 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 ☑ Complies partially ☐ Explain ☐ Not applicable ☐
- Severance payments should not exceed an amount equivalent to two years of the director's total annual remuneration and should not be paid until the company confirms that the director has met the predetermined criteria or conditions.
For the purposes of this recommendation, severance payment will be deemed to include any payments the accrual of which or obligation to pay arises as a result of or on the occasion of the termination of the contractual relationship between the director and the company, including amounts not previously vested of long-term savings plans and any amounts paid by virtue of post-contractual non-compete clauses.
Complies ☐ Complies partially ☑ Explain ☐ Not applicable ☐
In relation to the Executive Chairman, his contract establishes compensation in cases of termination of the contract by Fluidra's decision or the Executive Chairman's own decision for the causes detailed in section C.1.39, for an amount equivalent to two years of his remuneration, based on the gross annual salary received in the year the termination of the contract takes place and the variable gross annual salary for the preceding year, but not including long-term variable remuneration. This compensation includes the amount of the severance pay which the Executive Chairman is entitled to receive for the termination of his previous employment relationship of sixteen years and seven months, which was suspended when he was appointed to the Board.
Additionally, his contract includes a post-contractual non-compete clause for a term of two years, with an economic compensation of two years of his fixed gross annual remuneration at the time of termination of his contract.
If, as a result of the termination of his contract, the Executive Chairman were to receive, in addition to the non-competition compensation, the severance compensation for termination of his contract, the sum of the two amounts would exceed two years' fixed and variable annual salary, but might not exceed two years' salary if long-term variable remuneration is taken into account. However, the Company understands that the amount of the compensation for termination of the contract (which was already reduced in 2015, from three to two years' annual salary, as a result of the introduction of this recommendation that year) should not be reduced, as it (i) includes the compensation deriving from termination of his prior employment relationship of sixteen years and seven months, which was suspended when he was appointed as a director, and (ii) does not include long-term variable remuneration in the basis for the calculation.
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H. OTHER INFORMATION OF INTEREST
-
If there are any significant aspects regarding corporate governance in the company or entities of the group that have not been included in the other sections of this report, but should be included in order to provide more complete and well-reasoned information regarding the corporate governance structure and practices in the entity or its group, briefly describe them.
-
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.
- 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:
This annual corporate governance report was approved by the Board of Directors of the company at its meeting held on:
24/03/2026
State whether any directors voted against or abstained in relation to the approval of this Report.
☐ Yes
☑ No
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2025 MANAGEMENT REPORT 3. AUDITORS' REPORT
FLUIDRA
Auditor´s report on the “Information Related to the System of Internal Control Over Financial Reporting (ICFR)” of Fluidra, S.A. for the year 2025
The better the question.
The better the answer.
The better the world works.
EY
Shape the future with confidence
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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 Spanish-language 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 19, 2026, we have performed certain procedures on the "ICFR related information" attached of Fluidra, S.A., 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.
Domicilio Social: Calle de Relevando Fernández Villaverde, 69, 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general. B.130 de la sección 3ª del Libro de Sociedades, folio 68, hoja nº 87.400-1, Inscripción 1ª. C.I.F. B-78970506.
A member firm of Ernst & Young Global Limited.
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2
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:
-
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).
-
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.
-
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.
-
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.
-
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.
-
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.
A member firm of Ernst & Young Global Limited.
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Shape the future with confidence
3
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)
Alfredo Eguiagaray
March 25, 2026
A member firm of Ernst & Young Global Limited.
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At Fluidra, quality and transparency are strategic pillars that underpin how we report our performance and communicate the value we create.
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
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Issuer identification
Ending date of reference period:
31/12/2025
CIF:
A-17728593
Corporate Name:
FLUIDRA, S.A.
Registered Office:
AVENIDA ALCALDE BARNILS, 69 (SANT CUGAT DEL VALLÈS) BARCELONA
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TABLE OF CONTENTS
Annual Report on the Remuneration of Directors
- Letter from the Chair of the Appointments and Remuneration Committee
- Remuneration at a glance
- 2026 Remuneration Policy
- 2025 Remuneration
- ARC in 2025
- Procedure and bodies involved in the Remuneration Policy
- Consistency with the Company's strategy, interests and sustainability in the long-term
Appendix I – Details of the current long-term incentive plans
Appendix II – Statistics of the Annual Report on the Remuneration of Directors for listed companies (Circular 3/2021, of September 28, of CNMV)
The 2025 Annual Report on the Remuneration of Directors ("Report" or "Remuneration Report") of Fluidra, S.A. ("Fluidra" or the "Company" or, together with its subsidiaries, the "Group") includes:
1. The 2026 Directors' Remuneration Policy¹
The policy to be applied in the current financial year 2026, in accordance with the 2026-2028 Directors' Remuneration Policy (the "Policy" or the "Remuneration Policy" or the "Directors' Remuneration Policy"), approved by the General Shareholders' Meeting ("GSM") on 7 May 2025. Refer to Section 3 for a detailed description.
2. The Directors' Remuneration Policy applied in 2025, which comprised:
- From 1 January 2025 to 7 May 2025: the 2025-2027 Directors' Remuneration Policy, approved by the Shareholders' Meeting on 8 May 2024.
- From 7 May 2025 to 31 December 2025, the 2026-2028 Directors' Remuneration Policy.
Refer to Section 4 for a detailed description.
2. The standard statistical annex, as required in Circular 4/2013, including:
- The results of the advisory vote of the last Annual Report on the Remuneration of Directors
- The detail of the individual remuneration corresponding to each of the directors in 2025.
Refer to Appendix II.
This Report has been prepared for the first time in a freely designed format in accordance with the regulatory authorization granted under Circular 4/2013, something welcomed by some stakeholders as per the feedback received during the engagement process. While adopting this new structure, its contents observe the minimum standards established in the applicable regulations and is accompanied by the standard statistical Appendix.
Fluidra's Board of Directors approved this Report at its meeting held on 24 March 2026, following a proposal submitted by the Appointments and Remuneration Committee ("Appointments and Remuneration Committee", the "Committee" or the "ARC") and in compliance with the applicable regulations.
The Report will be submitted to the next GSM, as a separate item on the agenda, for an advisory vote.
Data and criteria considered in this Report:
- The CEO, Mr. Jaime Ramírez, was appointed Executive Director at the Board of Directors meeting held on 7 May 2025, following the resolution adopted by the GSM on the same day. Although Spanish legislation requires disclosure of remuneration only for the period from his appointment on 7 May 2025 through the end of the financial year on 31 December 2025, this Report presents full-year remuneration to facilitate comparison with prior and future years.
- A portion of the CEO's remuneration is paid by Zodiac Pool Solutions LLC, entity within the Fluidra Group.
- The €/US$ exchange rate used in this Report corresponds to the 2025 average rate: €1 = US$1.1314.
- Vested shares from the 2023–2025 LTIP cycle and the Executive Directors' shareholdings as of 31 December 2025 are valued, for information purposes, using Fluidra's closing share price on that date, €23.16.
This is a translation of the original Spanish version. In the event of any discrepancy, the Spanish text shall prevail.
¹ Link to the Remuneration Policy: https://www.fluidra.com/wp-content/uploads/2025/05/25-English_Directors-Remuneration-Policy-ENG.pdf
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1. LETTER FROM THE CHAIR OF THE APPOINTMENTS AND REMUNERATION COMMITTEE
Dear Stakeholders,
On behalf of the Board, as Chair of Fluidra's ARC, I present our 2025 Annual Report on Directors' Remuneration.
For the first time, we are introducing this Report in a "free-format" structure. We believe this approach will enhance the quality of our disclosures to shareholders, enabling us to more clearly demonstrate the connection between governance, our long-term strategic goals, business performance and remuneration at Fluidra.
Results of the 2025 GSM and Remuneration Policy for 2026
At the 2025 GSM, the Board was pleased that the 2024 Annual Report on Directors' Remuneration received support from 94.5% of shareholders. The Board also put a new Directors' Remuneration Policy, which introduced the new 2025-2029 Long-Term Incentive Plan ("LTIP"). The remuneration resolutions were approved with 73% and 91.3% support, respectively. However, the Committee acknowledged that a notable proportion of shareholders did not support these remuneration resolutions.
Following the GSM, an extensive consultation process was undertaken to listen to our institutional shareholders' and proxy advisors' feedback and to discuss the implementation of the Policy. The engagement reached over 27% of our free float and included meetings with 8 of our largest shareholders not represented on the Board and key proxy advisors. Key areas of feedback were related to:
- The ex ante disclosure level on target-setting under the LTIP.
- The pay levels for the CEO, Mr. Jaime Ramírez.
- The severance package and non-compete clause for the Executive Chairman.
- The application of the derogation clause of the Remuneration Policy, which some stakeholders consider to be broad in its current drafting.
In response to the above-mentioned suggestions, and as part of our commitment to continuous improvement, several enhancements have been incorporated in Section 3 "2026 Remuneration Policy". These include:
- Greater transparency on the process of selecting our metrics and setting our targets for the 2026-2028 LTI cycle, which is comprehensive and robust. In this process, the ARC was driven by the need to be fully aligned to support successful delivery of our strategy, which is based on three pillars: accelerate growth, foster competitive differentiation and enhance operational excellence.
Additionally, we have introduced a relative Total Shareholder Return metric ("TSR") to assess the competitiveness of our performance. This measure replaces the absolute TSR. Fluidra's TSR will be evaluated against two peer groups: a group of five US pool industry players- our direct business competitors- and the Stoxx Europe 600 industrial goods & services index, which tracks European companies in the Industrial Goods and Services super sector, where Fluidra is classified (further details on Sections 2 and 3).
The ESG metric used to assess progress on ratings within the LTI has been maintained. To avoid overlap with the ESG indicators included in the annual variable remuneration, the latter are focused on other key priorities of our sustainability strategy: carbon footprint reduction, sustainable product sales, Total Recordable Incident Rate, and water-efficiency performance in operations.
- Greater disclosure of the benchmarking exercise used to determine the CEO's remuneration package. Mr. Jaime Ramírez's target total remuneration is commensurate with Fluidra's size relative to peers (further details on Section 3).
- The severance terms and post-contractual non-compete clause for the Executive Chairman protect the Company's legitimate interests and are aligned with observed local practices. Thus, no changes have been proposed.
- The derogation clause of the Remuneration Policy was not applied in 2025. Should its application become necessary at any point in the future, a detailed justification will be provided in the corresponding Remuneration Report.
Finally, for 2026, the Board, following the proposal of the ARC and in accordance with the Remuneration Policy, approved a moderate adjustment to Directors' remuneration as well as to the Executive Directors' base salaries. The increase is consistent with that applied for the broader workforce and does not alter the remuneration's relative market positioning.
The ARC is confident that these refinements and further explanations provided along this Report will preserve competitiveness and internal consistency, while maintaining a clear alignment between executive remuneration and long-term sustainable value creation.
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Key performance highlights and accrued remuneration in 2025
2025 has been a year of strong operational and financial performance for Fluidra. Despite a still-challenging macroeconomic and foreign exchange headwinds, the Company delivered growth above market levels, supported by the strategy execution, transformation programs and continued efficiency gains.
Sales increased by 7% on a constant perimeter and FX basis, driven by positive volume and price contributions across all regions, with particularly strong performance in North America (+7%) and Commercial Pool (+10%) segments. Adjusted EBITDA rose by 9%, and net debt to EBITDA ratio improved to 2.2x, down from 2.4x in 2024, reflecting Fluidra's ability to combine profitable growth with cost discipline. Adjusted Earnings per share ("EPS") grew by 14% at constant exchange rates, demonstrating the underlying strength of the business model.
In terms of sustainability, Fluidra has significantly improved its S&P Global ESG score, reaching 77 out of 100 (72 in 2024) in the 2025 assessment. The Company has met its 2025 carbon reduction target, which positions the Company to meet its commitment to achieving carbon neutrality for Scopes 1 and 2 by 2027.
Based on these results and a careful assessment of the Executive Directors' execution of their management targets, the ARC determined to award an annual variable remuneration at 106.9% of target incentive for both Executive Directors. Further details of the factors considered are provided from page 14.
The 2023-2025 cycle ended on 31 December 2025. While the EBITDA target was not met, the TSR for the period reached 80.1%, exceeding the maximum performance threshold, and the ESG rating target was fully met. As a result, the combined outcome delivered a total payout equivalent to 100% of target. Further details of the factors considered are provided from page 15.
Next steps
I hope that you find this Report clear in explaining the implementation of our Policy during 2025 and our proposal for 2026. We trust that we have provided the information you need to be able to support this Report at the GSM in 2026. Our ongoing dialogue with shareholders and other stakeholders is valued greatly and, as always, we welcome your feedback on this Report.
Finally, I would like to conclude by thanking the members of the Committee for their dedication and contribution. In particular, I would like to mention Mr. Bernardo Corbera Serra, member of the Committee until 6 May, and to welcome Mr. Brian McDonald to the ARC.
Ms. Esther Berrozpe Galindo
Chair of the Appointments and Remuneration Committee
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2. REMUNERATION AT A GLANCE
2.1 Executive Directors' remuneration policy for 2026
(in accordance with the Policy in force, with no exceptions)
OPPORTUNITY
| Fixed remuneration^{1} | Annual Variable Remuneration ("AVR") | Long-term Incentive ("LTI"): 2026-2028 cycle^{3} | Shareholding requirement | |
|---|---|---|---|---|
| Mr. Eloy Planes | ||||
| Executive Chairman | • Base salary: €522,750^{2} | |||
| • Pension plan: €16,000 | ||||
| • Benefits: ~€53,000 | • Target: 100% of base salary | |||
| • Max: 185% of base salary (185% of target) | • Target: 250% of base salary | |||
| • Max: 430% of base salary (172% of target) | 2x base salary | |||
| Mr. Jaime Ramírez CEO | • Base salary: US$836,400^{2} | |||
| • Pension plan: ~€12,000 | ||||
| • Benefits: ~€90,000 | • Target: 150% of base salary | |||
| • Max: 277.5% of base salary (185% of target) | • Target: 345% of base salary | |||
| • Max: 593.4% of base salary (172% of target) | 2x base salary |
- The Executive Chairman receives additional remuneration for his responsibilities as Chair of the Company's Board of Directors. He does not receive any additional remuneration for his role on the Delegated Committee. The CEO receives remuneration for serving as a member of the Board of Directors which is deducted from his base salary for his executive duties.
- Base salary reflects a 2.5% increase vs. 2025, in line with the salary review for the Management Advisory Committee and the broader workforce.
- The sale of net shares received under LTI awards is restricted until Executive Directors meet required shareholding levels, a requirement the Executive Chairman already fulfills.
REMUNERATION SCENARIOS: FIXED VS. PERFORMANCE-LINKED
The charts below illustrate how much the current Executive Directors could receive under different performance scenarios in 2026.

Executive Chairman
(in €'000 and % of total remuneration)

CEO
(in €'000 and % of total remuneration)
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VARIABLE REMUNERATION: PERFORMANCE METRICS AND MAIN FEATURES
| 2026 AVR | 2026-2028 LTI cycle | |
|---|---|---|
| Performance metrics | • 85% Financial: • 10% Sales growth • 25% Adjusted EBITDA • 25% Adjusted EPS • 25% Free cash flow | • 90% Value creation and financial: • 45% Relative Total Shareholder Return vs. two peer groups equally balanced: • Five US pool players (Hayward, Latham Pool, Leslie's, Pentair and Pool Corp.) • Stoxx Europe 600 industrial goods & services index • 45% 2026-2028 EBITDA |
| • 15% Non-financial: • 10% Strategic management targets² • 5% ESG metrics: (i) carbon footprint (scopes 1&2); (ii) sustainable products sales (%); (iii) TRIR¹; (iv) water efficiency in operations | • 10% Non-financial: • S&P ESG Rating for year 2028 | |
| Main characteristics | • 100% in cash | • 3-year performance period • 100% in shares. Sale of awarded shares is restricted for 3 years or until Executive Directors hold shares worth at least twice their annual fixed remuneration • The malus clause applies in the event of a breach of the code of conduct. Clawback may apply under the same circumstances and also if the settlement was based on false or inaccurate information. |
- TRIR: Total Recordable Incident Rate.
- Executive Chairman: Plan long-term Board succession; support strategic, transformative acquisitions to drive growth; enhance Company value.
CEO: Talent and Culture; transformation initiatives focused on growth and increasing organization efficiency; enhance Company value.
2.2 Executive Directors' Remuneration In 2025
(No exceptions were applied in 2025)
2025 REMUNERATION OUTCOMES
Executive Directors fixed vs performance-linked
(in €'000 and % of total remuneration)

- AVR: the ARC determined to award an annual variable remuneration equivalent to 106.9% of target.
- Executive Chairman: €545,289, equivalent to 57.8% of maximum opportunity and 106.9% of his base salary.
CEO: US$1,308,692 (€1,156,701), equivalent to 57.8% of maximum opportunity and 160.4% of his base salary.
2023-2025 LTI cycle ended on 31 December 2025: the award which was granted to the Executive Chairman in 2023 vested at 100% of target (88,500 shares, equivalent to a gross value amount of €2,049,660). The CEO did not participate in this LTI cycle.
SHAREHOLDING REQUIREMENTS

Executive Directors shareholding
(% of base salary)
As of 31 December 2025, the Executive Chairman held 393,837 shares in the Company, equivalent to 18x his base salary in 2025.
The CEO has not yet received any long-term incentive awards and does not currently hold any shares.
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
2.3 Remuneration Of The Directors In Their Capacity As Such For 2026 And In 2025
(No exceptions were applied in 2025)
The total remuneration accrued in 2025 amounted to €1,816,205, remaining below the limit of €2,200,000 approved by the GSM. This limit will continue to apply for 2026.
The Board of Directors, following the proposal of the ARC and in accordance with the Remuneration Policy, approved a moderate adjustment to Directors' remuneration for 2026 -an increase of $2.5\%$ approx.-, depending on the position and responsibility- to ensure remuneration remains aligned with the required level of dedication and maintains external competitiveness. While the fixed remuneration for Board members was slightly updated when the Policy was approved $(2\%)$ , the fixed remuneration and attendance fees for the Board Chair and Committee members had remained unchanged since 2022. Consequently, on an annualized basis, the increase represents between $0.6\%$ .
The Board also resolved to revise the remuneration structure applicable to the Delegated Committee, replacing the fixed annual fee with attendance-based fees, reflecting the fact that this Committee convenes only on specific occasions.
The table below sets forth the breakdown per position and responsibilities of the members of the Board in 2026 and the review vs. 2025:
| Member | Chair (additional) | ||
|---|---|---|---|
| Fixed remuneration | Attendance fees | Fixed remuneration | |
| Board of Directors | €94,000 (€92,000 in 2025) | €8,300 p.a. (€8,000 in 2025) | €52,000 (€50,000 in 2025) |
| Audit and Sustainability Committee | €21,000 (€20,000 in 2025) | €21,000 (€20,000 in 2025) | |
| Appointments and Remuneration Committee | €21,000 (€20,000 in 2025) | — | €21,000 (€20,000 in 2025) |
| Delegated Committee | — | €3,000 per meeting (€12,000 fixed fee in 2025) | — |
Additionally,
- Annual fees for attending Board or its Committees will be €20,900 p.a. for Directors residing outside Europe (€20,000 p.a. in 2025).
- The Lead Independent Director will receive a fixed remuneration of €26,000 (€25,000 in 2025).
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
3. 2026 REMUNERATION POLICY
3.1 Our Remuneration Principles and Practices
Our remuneration philosophy provides the guiding principles that drive remuneration-related decisions. The key tenets are listed below:

ALIGNMENT WITH SHAREHOLDERS' INTERESTS AND THE COMPANY'S SUSTAINABILITY STRATEGY

VALUE CREATION

FAIRNESS AND PROPORTIONALITY OF REMUNERATION

TRANSPARENCY

ALIGNMENT WITH MARKET PRACTICES
Our pay-for-performance remuneration program is designed to align the long-term interests of our employees with those of our shareholders by emphasising sustained value and reinforcing personal accountability. Highlighted below are pay practices that
are integral to our Remuneration Policy, as well as certain pay practices that we choose not to implement.
WE ADOPT SOUND PAY PRACTICES
WE AVOID POOR PAY PRACTICES
Executive Directors
- Align our executive pay with performance.
- Provide an appropriate balance of short- and long-term incentives.
- Set challenging performance objectives, consistent with the Company's long-term strategic goals.
- Align executive remuneration with shareholder returns through performance-based vesting of equity incentive awards.
- Use appropriate peer groups when establishing remuneration.
- Maintain equity ownership requirements.
- Align executive remuneration with the conditions applicable to employees of the Company.
Non-executive Directors
- Reward appropriately to their level of dedication, qualifications and responsibility, without compromising their independence.
-
Conduct benchmarking studies on the remuneration of Non-Executive Directors to ensure their alignment with market practices.
-
No contractual or other liability insurance policies.
-
No contractual or other liability insurance policies.
- No remuneration components linked to Company or personal performance.
- No remuneration in the form of shares.
- No severance for termination of their appointment to office.
- No obligations or commitments whatsoever in relation to pension, retirement or similar plans.
The ARC oversees our remuneration programs throughout the year, which enables the Committee to be proactive in its remuneration planning to address both current and emerging developments or challenges.
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
3.2 Remuneration Benchmarking
To effectively attract, properly motivate and retain our management team and directors, the ARC periodically reviews market data relating to pay levels, mix and practices.
When evaluating market data for Executive Directors, the ARC carefully benchmarks against a peer group comprising European $^2$ and US $^3$ industrial companies that are comparable in terms of revenue and market capitalization. This peer group includes our pool peers and other organizations with which Fluidra competes for both talent and business and reflects Fluidra's global footprint. Particularly, the selected companies were primarily classified within the Industrial Machinery and Consume Discretionary sectors - consistent with Fluidra's classification under the Global Industry Classification Standard (GICS) developed by MSCI - and had market capitalization and/or revenues ranging from 25% to 400% of Fluidra's figures. Including US companies in the peer group is essential given the profile of our CEO - who was recruited from the US, is based there, and brings extensive experience in the U.S. industrial sector, a strategic advantage for Fluidra's business and growth. North America is our largest commercial market, representing 44% of our sales, and competitiveness in attracting and retaining talent in the US is critical to our long-term success. A peer group limited to Europe-listed companies would therefore not provide an appropriate benchmark, considering Fluidra's global footprint, the strategic relevance of the US market, and our competitive positioning and strong financial performance.
These selection criteria are consistent with those applied in defining the peer groups that will be applied for measuring relative TSR in 2026-2029 LTI cycle and onwards.
From an overall perspective of Fluidra's scale, the Company is positioned between the $25^{\text{th}}$ percentile and the median of both the European and US markets in terms of size (revenues, market capitalization, total assets and employees). The target total compensation for the Executive Chairman is positioned around the European market median. The CEO's target total compensation sits around the median of the combined European and US markets. Once the 2026 salary increase is applied (2.5% vs. 2025), the relative positioning remains unchanged.
This benchmarking, informed by advice from Towers Watson (WTW), serves as one input to consider as part of the decision-making process along with Company and individual performance, internal comparisons across members of our Management Advisory Committee and alignment with our remuneration philosophy.
With respect to the non-executive directors, the ARC annually receives market data on Board member remuneration in their capacity as directors, based on a report published by Spencer Stuart. This review confirmed that their remuneration is aligned with prevailing market standards.
3.3 Engagement With Our Shareholders And Changes In Our Remuneration Policy 2026
At the GSM on 7 May 2025, three resolutions regarding the remuneration of the Board of Directors were submitted for approval:
- The Annual Report on the Remuneration of Directors for the financial year 2024.
- Long-Term Incentive Plan for executives and Executive Directors of the Fluidra Group.
- The Directors' Remuneration Policy for the remaining of the financial year 2025 and the financial years 2026, 2027 and 2028.
The graph on the right shows the evolution on the voting results for the last five Annual Reports on the Remuneration of Directors, as well as on the last Directors' Remuneration Policies.
The Letter from the Chair of the ARC outlines the process undertaken to analyse these results, details how Fluidra engaged with its various stakeholders, and presents the enhancements incorporated into this Report.
The key changes for 2026 compared to 2025 are the following (all proposed changes are fully compliant with the Remuneration Policy):
2021-2025 GSMS. EVOLUTION OF VOTE RESULTS

Votes FOR Annual Report on the Remuneration of Directors
Votes FOR Directors' Remuneration Policy
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
| Element | Change | Rationale |
|---|---|---|
| 2026 AVR | • Strategic management targets have been tailored for the Executive Chairman and the CEO. | • To align the individual performance-related targets with their respective responsibilities. |
| • Introduction of a new metric related to water efficiency in operations and removal of the S&P Global ESG score and NPS. | • To ensure alignment with the metrics included in the AVR for senior management. | |
| • To avoid overlap with the metric included in the LTI that measures progress on ESG ratings. | ||
| 2026-2028 LTI cycle | • Introduction of the relative TSR with a 45% weighting (replacing absolute TSR). | |
| • Two peer groups, equally balanced: | ||
| • 5 Pool companies, which are Fluidra's direct business competitors (Hayward, Latham Pool, Leslie's, Pentair, Pool Corp.). | ||
| • Stoxx Europe 600 Industrial Goods & Services. | ||
| • In the process of selecting the peer groups, a range of competitors for capital resources was considered as well as market indices including these peers. Each alternative was assessed based on its correlation and volatility relative to Fluidra to ensure an appropriate and representative benchmark. In addition, back-testing analyses were conducted to validate the robustness of the selected peer groups and to confirm that the final decision was not subject to selection bias. | ||
| • Performance scale: The portion of the incentive linked to this metric will not vest if the Company's performance falls below the median of its respective peer group. | • To reward outperformance vs. peers neutralising the impact of macroeconomic cycles, stock market volatility and other sector-related factors. | |
| • To perform a balanced comparison of Fluidra's performance with that of the main markets in which it operates, specifically the United States and Europe. | ||
| • To align with market practice and corporate governance recommendations. | ||
| • To ensure consistency with the peer group used for benchmarking purposes, as the selection criteria are aligned. | ||
| • Measure cumulative EBITDA (vs. EBITDA for the final year of the cycle). This metric is weighted at 45%. | ||
| • The Company does not disclose specific EBITDA performance targets on an ex ante basis as such targets constitute competitively sensitive commercial information. Following the conclusion of the applicable performance period, the Company will provide full disclosure of the established targets and the extent to which they were achieved. | • To reward the progress made during the 3-year performance period. |
Therefore, under 2026 AVR financial measures and their weightings remain unchanged from 2025 AVR, as they continue to support the Company's strategic priorities. Sales growth, adjusted EBITDA, adjusted EPS and free cash flow are tied to our priorities of accelerating growth and operational excellence.
The 2026-2028 LTI cycle also supports these priorities and have a particular focus on driving shareholder value creation.
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
3.4 Executive Directors' Remuneration Policy
(in accordance with the Policy in force, with no exceptions)
I. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: FIXED ELEMENTS
Base salary
| Purpose | To attract and retain the Executive Directors of the level required to deliver our strategic goals. |
|---|---|
| Opportunity | • Executive Chairman: €522,750 |
| • CEO: US$836,400 | |
| Base salary reflects a 2.5% increase vs. 2025, in line with the salary review for the Management Advisory Committee and the broader workforce. | |
| Operation | • This remuneration is fully paid in cash. |
| • The Executive Chairman, Mr. Eloy Planes, also receives remuneration for his role as Chair of the Company's Board of Directors. In the case of the CEO, Mr. Jaime Ramírez, any remuneration received for serving on the Board or its Committees is deducted from the base salary for his executive functions. Fluidra's former CEO perceived Board fees in addition to remuneration for his executive duties. |
Long-term savings plan (pension plan)
| Purpose | To provide a competitive level of retirement income. |
|---|---|
| Opportunity | • Executive Chairman: €16,000 |
| • CEO: €12,000 (approx.) | |
| Operation | • Mr. Planes has a pension contribution commitment (defined contribution) entailing the setting up of a retirement pension fund. He is entitled to the vested rights over the accumulated funds. This commitment is funded through an insurance policy. |
| • Mr. Ramírez is an active participant in the 401(k) pension plan sponsored by Fluidra's US subsidiary. Fluidra reserves the right to finance these pension commitments using whatever instrument it considers most suitable pursuant to the currently applicable legislation. He is entitled to the vested rights over the accumulated funds. | |
| • These commitments are compatible with the severance to which Executive Directors are entitled in the event of termination of their contracts. |
Other benefits
| Purpose | To aid retention and remain competitive within the marketplace. |
|---|---|
| Opportunity | • Executive Chairman: €53,000 (approx.), comprising €15,000 for a Company vehicle, €30,000 for death and disability insurance and €8,000 for medical insurance. |
| • CEO: €90,000 (approx.), comprising €15,000 for a Company vehicle, €25,000 for death and disability insurance and €50,000 for medical insurance. | |
| Operation | • The benefits provided to Executive Directors are consistent with Fluidra's policy for executive personnel and include, among others: |
| i. use of a Company-provided vehicle, | |
| ii. life insurance covering death and disability. A commitment in respect of the contingencies of death and disability is recognised in favor of the Executive Directors, equal to 4 times their gross annual fixed remuneration at the time of death. In case of total or absolute permanent or severe disability occurring prior to the termination of their contracts, the Executive Directors will receive, until they reach 65 years of age, a monthly payment equal to one-twelfth of 75% of their last gross annual fixed remuneration at the time the disability occurred under similar conditions to the rest of the Group's directors, namely, a maximum amount of US$50,000 per month in the case of the CEO. | |
| iii. an annual premium for family health insurance. | |
| • Additionally, Executive Directors are covered under Fluidra's directors and executives liability insurance policy, which protects them against liabilities arising from the performance of their duties, in accordance with the scope defined in the policies signed by the Company. |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
II. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: VARIABLE ELEMENTS
2026 Annual Variable Remuneration
| Purpose | To promote the Executive Directors' commitment with the Company, motivate their performance and reward the achievement of specific objectives for each fiscal year. |
|---|---|
| Opportunity | • Executive Chairman: Target: 100% of base salary |
| • CEO: Target: 150% of base salary | Max: 277.5% of base salary (185% of target). |
| Type of objectives | |
| Performance metrics | 85% Financial |
| 25% | Adjusted EBITDA |
| 25% | Adjusted EPS |
| 25% | Free cash flow |
| 15% Non-financial | 10% |
| 5% | 5% ESG metrics^{2} |
| Total | 100% |
| Intermediate levels are calculated by linear interpolation for financial metrics. | |
| 1. Executive Chairman: Plan long-term Board succession; support strategic, transformative acquisitions to drive growth; enhance Company value. | |
| CEO: Talent and Culture; transformation initiatives focused on growth and increasing organization efficiency; enhance Company value. | |
| 2. ESG metrics: (i) reduce carbon footprint (scopes 1&2, tnCO2); (ii) sustainable sales products (%); (iii) reduce Total Recordable Incident Rate (TRIR); | |
| (iv) water efficiency in operations. A performance scale has been established for each ESG metric. | |
| Operation | • At its meetings held on 24 February, the Board of Directors, acting on a proposal from the ARC, established the metrics, weightings, and objectives for 2026 to determine the Executive Directors' AVR, in accordance with the criteria and limits set forth in the Remuneration Policy. |
| • At the end of the fiscal year, upon receipt of the relevant supporting documentation, the Board of Directors—based on the ARC's recommendations—will evaluate the level of achievement of the objectives set at the beginning of the year and approve the AVR amount for each Executive Director accordingly. Fluidra will provide comprehensive ex-post disclosure of performance outcomes, detailing achievement levels by KPI as well as corresponding payouts by KPI and in aggregate. | |
| • The objectives for each metric are aimed to be challenging and subject to periodic review, considering the economic environment, the strategic plan, and stakeholder expectations. These objectives may only be modified by the Board of Directors, upon an ARC proposal, in exceptional circumstances necessary to safeguard the Company's long-term interests, sustainability, or viability. | |
| • Once the AVR has been approved, it will be paid in cash to the Executive Directors, with all applicable withholdings, social security contributions, and taxes duly applied. Payment will be made after Fluidra's financial statements have been issued, considering any qualifications in the external audit report. | |
| • In the event of termination, "good leavers" will receive incentive vesting strictly on a pro-rata basis, calculated according to the time served during the financial year. This approach is consistent with prevailing market standards and reflects sound corporate governance practices. | |
| • The Company can introduce a malus clause applicable to annual variable remuneration and this is assessed periodically. |
202S Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
2025-2029 LTI Plan: 2026-2028 cycle (in-flight 2024-2026 and 2025-2027 cycles are described in Appendix I)
| Purpose | To encourage, motivate and retain the management team by linking the incentive to the fulfillment of Fluidra's medium and long-term strategic plan, which will make it possible to align the interests of the Beneficiaries (as defined below) with those of the shareholders. |
|---|---|
| Opportunity (amounts per LTI cycle) | • Executive Chairman: Target: 250% of base salary (55,847 PSUs) |
| Performance metrics | Threshold |
| Type of objectives | Weighting |
| Value creation | 45% |
| Financial | 45% |
| Non-financial | 10% |
| Total | |
| 1 The initial value considered for the purpose of measuring the evolution of the TSR will be the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2026, i.e. €23.4. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2028 (inclusive). 2 Two peer groups, equally balanced: (i) 5 US pool companies, which are Fluidra's direct competitors (Hayward, Latham Pool, Leslie's, Pentair, Pool Corp); (ii) Stoxx Europe 600 Industrial Goods & Services. The portion of the incentive linked to this metric will not vest if Fluidra's performance falls below the median of each peer group. Intermediate levels are calculated by linear interpolation for value creation and financial metrics. | |
| Operation | • The Plan involves granting a specified number of Performance Share Units ("PSUs"), which serve as a reference for calculating the final number of shares to be delivered to beneficiaries after a three-year performance period, provided the strategic objectives of the Fluidra Group outlined above are achieved. • At its meeting held on 24 February 2026, the Board of Directors, acting on a proposal from the ARC, established the metrics, weightings, and objectives for determining the Executive Directors' incentive for the 2026-2028 cycle, in accordance with the criteria and limits set forth in the Policy. • At the end of the cycle, upon receipt of the relevant supporting documentation, the Board of Directors—based on the ARC's recommendations—will evaluate the level of achievement of the objectives set at the beginning of the cycle and approve the incentive amount for each Executive Director accordingly. Fluidra will provide comprehensive ex-post disclosure of performance outcomes, detailing achievement levels by KPI as well as corresponding payouts by KPI and in aggregate. • The objectives for each metric are aimed to be challenging and subject to periodic review, considering the economic environment, the strategic plan, and stakeholder expectations. These objectives may only be modified by the Board of Directors, upon an ARC proposal, in exceptional circumstances necessary to safeguard the Company's long-term interests, sustainability, or viability. • To qualify for the incentive, Executive Directors must remain with the Fluidra Group until 31 December 2028 (the "End Date"), subject to the provisions for special termination scenarios established in the Regulations. The incentive will be settled in June 2029, following approval of the 2028 financial statements (the "Settlement Date"). Shares will be delivered either directly by Fluidra or through a third party, depending on the coverage mechanisms adopted by the Board of Directors. • Once the shares have been awarded, Executive Directors will be prohibited from transferring ownership for a period of three years from the End Date, until they hold a number of shares equivalent to at least twice their annual fixed remuneration. Exceptions apply for shares sold to cover acquisition costs, including taxes, or where a waiver is granted by the Board of Directors with a favorable report from the ARC to address exceptional circumstances. • In the event of termination, "good leavers" will receive incentive vesting strictly on a pro-rata basis, calculated according to the time served during the performance period. This approach is consistent with prevailing market standards and sound corporate governance practices. • The Plan incorporates malus and clawback provisions. The shares that may arise from the settlement of this cycle shall never be delivered to the beneficiaries, who shall forfeit any right to receive them, if the beneficiary, prior to the settlement date of the cycle, should have been penalized due to a serious breach of the code of conduct ("malus clause"). In addition, the Company may demand the return of any shares delivered ("clawback clause"), or the cash proceeds from the sale of the shares if applicable, or even set off such delivery against any remuneration of any other kind that the beneficiary may be entitled to receive, if during the 2 years following the settlement, it is verified that such settlement was made in whole or in part based on information the misrepresentation or serious inaccuracy of which may be evidenced subsequently. The clawback clause will also apply to any beneficiaries who have breached any of the Group's internal standards and policies or if their negligent conduct has entailed significant losses for the Group. |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
III. MINIMUM SHAREHOLDING REQUIREMENT
As stipulated in the Remuneration Policy, Executive Directors are required to build and maintain a personal shareholding in Fluidra to align their interests with those of the Company's long-term shareholders. This requirement is equivalent to twice the base salary, and unvested share-based incentives are excluded for this purpose.
To meet this requirement Executive Directors must hold the net shares awarded under long-term incentives.
The Committee will regularly monitor compliance with this requirement. Details of the current shareholding are provided on page 4.
IV. MAIN TERMS AND CONDITIONS OF THE EXECUTIVE DIRECTORS' CONTRACTS
The essential terms and conditions of the Executive Directors' contract, in addition to those already set out in the Remuneration Policy, are the following:
- Term: The Executive Directors have signed an indefinite-term contract for services with the Company which will remain in force for as long as the Directors perform the executive duties delegated to them by the Board of Directors.
- Exclusivity and confidentiality: The contracts establish clauses regulating confidentiality and exclusive dedication, without prejudice to the activities which are expressly authorized, provided they do not hinder the fulfillment of the duties of diligence and loyalty inherent in their post or entail a conflict with the Company.
-
Post-contractual non-compete and non-solicitation undertaking: Notwithstanding the Executive Directors' undertaking not to compete with the Company while their contracts are in force, a post-contractual non-compete and non-solicitation agreement is established in the following terms
-
Mr. Eloy Planes Corts contract establishes a post-contractual non-compete undertaking with a term of two years as from the date on which the effective provision of his services ends. The economic remuneration established is twice his gross annual fixed remuneration in force at the time of termination of the contract.
-
Mr. Jaime Ramírez contract establishes a post-contractual non-compete and non-solicitation undertaking with a term of two years as from the date on which his services effectively come to an end. There is no additional compensation for the non-compete and non-solicitation prohibition accepted by Mr. Jaime Ramírez, which is understood to be compensated by the fixed and variable remuneration he receives during the term of his contract.
-
Severance pay for termination of contract: The severance to which the Executive Directors will be entitled in the event of termination of their contract at the instance of Fluidra for any reason, except in cases of serious and willful or negligent non-fulfillment of their duties as Executive Directors of the Company, will be:
-
In the case of Mr. Eloy Planes Corts, an amount equivalent to two times his annual remuneration, based on his gross annual fixed salary for the year in which his contract is terminated and the gross annual variable salary for the preceding year (LTI excluded). This severance payment includes the legal indemnity he is entitled to receive for the termination of his previous employment relationship, which lasted 16 years and 7 months and was suspended when he was appointed as a Director.
-
In the case of Mr. Jaime Ramírez, an amount equivalent to two times his annual remuneration, based on his gross annual fixed salary for the year in which his contract is terminated and the gross annual variable salary received in the 12 months preceding the termination's effective date.
-
The Executive Directors will be entitled to receive this severance pay if they decide to terminate their contracts by their own choice, if such termination is due to any of the following causes:
-
Serious breach by the Company of any of the contractual obligations related to their position
- Reduction and substantial limitation of their duties or powers.
- Substantial modification of their contractual conditions.
-
Change of ownership of Fluidra's share capital with or without changing the Company's governing bodies.
-
Advanced notice period: The parties are required to give at least six months' notice before the effective date of termination of the contractual relationship, except when this occurs by mutual agreement, due to serious and willful or negligent non-fulfillment of the Executive Director's professional duties, or a serious breach by the Company of the obligations undertaken in relation to the position of Executive Director. In the event of non-fulfillment of the obligation to give notice, the breaching party will be under the obligation to pay to the other party an amount equal to the fixed remuneration pending payment for the notice period breached.
V. OTHER REMUNERATION ELEMENTS
It is not planned that Fluidra's Executive Directors will accrue or receive: (i) any other additional remuneration for providing their services other than those inherent in their position; or (ii) remuneration arising from advances, loans or guarantees being granted.
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
3.5 Non-executive Directors' Remuneration Policy
(in accordance with the Policy in force, with no exceptions)
Non-Executive Directors are rewarded with respect to their Non-Executive Directors are rewarded with respect to their effective dedication, qualification and responsibility. As such, the amount of remuneration of Non-Executive Directors is calculated so that it offers incentives to their dedication, but at the same time without constituting an impediment to their independence.
Pursuant to Fluidra's Bylaws, the annual remuneration of the Company's Directors in respect of their membership of the Board of Directors and its committees will consist of (i) a fixed annual remuneration; and (ii) attendance fees for meetings of the Board of Directors and its committees.
At its meeting held on 24 February 2026, the Board of Directors, following the proposal of the ARC and in accordance with the Remuneration Policy, approved a moderate adjustment to Directors' remuneration for 2026 -an increase of $2.5\%$ approx.-, depending on the position and responsibility- to ensure remuneration remains aligned with the required level of dedication and maintains external competitiveness. While the fixed remuneration for Board members was slightly updated when the Policy was approved $(2\%)$ , the fixed remuneration and attendance fees for the Board Chair and Committee members had remained unchanged since 2022. Consequently, on an annualized basis, the increase represents between $0.6\%$ .
The Board also resolved to revise the remuneration structure applicable to the Delegated Committee, replacing the fixed annual fee with attendance-based fees, reflecting the fact that this Committee convenes only on specific occasions.
The table below sets forth the breakdown per position and responsibilities of the members of the Board in 2026 and the review vs. 2025:
| Member | Chair (additional) | ||
|---|---|---|---|
| Fixed remuneration | Attendance fees | Fixed remuneration | |
| Board of Directors | €94,000 (€52,000 in 2025) | €8,300 p.a. (€8,000 in 2025) | €52,000 (€50,000 in 2025) |
| Audit and Sustainability Committee | €21,000 (€20,000 in 2025) | — | €21,000 (€20,000 in 2025) |
| Appointments and Remuneration Committee | €21,000 (€20,000 in 2025) | €21,000 (€20,000 in 2025) | |
| Delegated Committee | — | €3,000 per meeting (€12,000 fixed fee in 2025) | — |
Additionally,
- Annual fees for attending Board or its Committees will be €20,900 p.a. for Directors residing outside Europe (€20,000 p.a. in 2025).
- The Lead Independent Director will receive a fixed remuneration of €26,000 (€25,000 in 2025).
Non-Executive Directors are reimbursed for duly justified expenses incurred while rendering their services to the Company.
Directors in their capacity as such do not participate in any incentive or long-term savings plans.
According to the provisions in the Remuneration Policy, the maximum amount of annual remuneration for all the Directors of Fluidra in respect of their membership of the Company's Board of Directors and its Committees is established at €2,200,000. This amount will remain unchanged until the GSM approves a new amount.
Likewise, the internal distribution amongst the Directors will remain unchanged until the Board of Directors approves a different distribution. The Board, following a proposal by the ARC, may amend the proposal for the distribution of remuneration between the members of the managing body, as agreed in respect of the 2026-2028 Remuneration Policy, to bring it into line with the level of dedication of its members and market practice. Any modifications will be duly reported in the Annual Report on the Remuneration of Directors.
Non-Executive Directors, (as the Executive Directors and other senior officers at the Company) are beneficiaries of a Directors and Officers liability insurance (D&O) policy underwritten by Fluidra that covers them against any liabilities incurred as a result of the performance of their functions, all in accordance with the subjective scope defined in the corresponding policies signed by the Company. The premium of this insurance policy is not included in the maximum amount of annual remuneration for all the Directors.
Mr. Brooks' contract as Executive Director was terminated effective 31 August 2024. Following this termination, he continued to serve on the Board as an external proprietary director until 31 December 2024. He stepped down from his executive functions on 1 September 2024, at which time his contract was amended to reflect the cessation of those functions and to govern his role through 31 December 2024, ensuring a smooth handover to Fluidra's new Chief Executive Officer.
Pursuant to the 2022-2026 Long-Term Incentive Plan (granted to Mr. Brooks during his tenure as CEO), the number of performance share units (PSUs) awarded to Mr. Brooks was prorated, reflecting the period elapsed from the commencement of each applicable cycle to 31 December 2024. Accordingly, the PSUs awarded under the 2023-2025 cycle were reduced from 106,200 to 70,800, and those under the (in-flight) 2024-2026 cycle were reduced from 80,173 to 26,724. Subject to the final
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level of achievement of the applicable performance objectives, Mr. Brooks will receive the corresponding shares on the same dates as the other beneficiaries under these cycles. The number of shares earned under the 2023-2025 cycle, ended as of 31 December 2025, are disclosed in Section 4.
Mr. Brooks is subject to a non-compete obligation for a period of two years (2025 and 2026). No additional remuneration will be paid in respect of this obligation, as the consideration for the non-compete is included in the remuneration already received. The termination of Mr. Brooks' contract did not result in the accrual or payment of any indemnity.
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4.2025 REMUNERATION
4.1 Executive directors' remuneration in 2025
There was no change in the procedure to apply the Remuneration Policy nor was there any temporary exception made to it.
VISION OF THE LAST 5 FINANCIAL YEARS
(figures included in the corresponding Annual Reports on the Remuneration of Directors)
| In thousand euros | 2025 | 2024 | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Executive officers' remuneration | Chairman | CEO1 | Chairman | CEO2 | Chairman | CEO2 | Chairman | CEO2 | Chairman | CEO2 |
| Base salary | 510 | 648 | 500 | 600 | 500 | 600 | 500 | 600 | 390 | 531 |
| Pension plan | 16 | 12 | 16 | 13 | 16 | 8 | 16 | 8 | 16 | 11 |
| Remuneration in kind | 51 | 79 | 48 | 45 | 33 | 48 | 32 | 37 | 29 | 42 |
| Remuneration for Board membership | 149 | 73 | 148 | 98 | 148 | 98 | 139 | 95 | 126 | 90 |
| Annual variable remuneration | 545 | 1,157 | 608 | 1,103 | 440 | 801 | 62 | 107 | 718 | 980 |
| Long-term incentives3 | 2,050 | — | 89 | 106 | — | — | 4,443 | 7,192 | — | — |
| Other remuneration | — | — | — | — | — | — | — | — | — | 23 |
| Total accrued remuneration | 3,321 | 1,969 | 1,409 | 1,965 | 1,137 | 1,555 | 5,192 | 8,039 | 1,279 | 1,677 |
| Fixed components - Total | 726 | 812 | 712 | 756 | 697 | 754 | 687 | 740 | 561 | 697 |
| Variable components - Total | 2,595 | 1,157 | 697 | 1,209 | 440 | 801 | 4,505 | 7,299 | 718 | 980 |
| Total Annual Shareholder Return (%) | 1% | 27.00% | 33.50% | -52.90% | 69.10% | |||||
| Group staff average remuneration | 45 | 46 | 43 | 41 | 40 | |||||
| CEO Pay Ratio | 73.8 | 43.8 | 30.6 | 42,7 | 26.4 | 36.2 | 126.6 | 196.1 | 32.0 | 41.9 |
- CEO. Mr Jaime Ramírez. The base salary figure of €648 thousand reflects his US dollar base salary (US$816,000), translated into euros and adjusted to exclude remuneration for Board membership.
- CEO. Mr. Bruce W. Brooks.
- The 2018-2022 LTI vested in 2022. This five-year plan was tied to TSR and EBITDA performance targets measured over four years, followed by an additional retention year. As the maximum thresholds for both metrics were surpassed, the payout reached 170% of the target incentive. Thus, the amounts vested in 2022 correspond to the five-year period from 2018 to 2022. In 2022 a new LTIP was implemented structured in three overlapping cycles (annual grants). The first 2022-2024 cycle vested in 2024. This explains the fallow years (2021 and 2023).
The Statistics Appendix II included at the end of this Report provides a table that explains the development of the Executive Directors' total remuneration, the Non-Executive Directors' total remuneration, the Company's consolidated results and the average remuneration of the staff, (excluding the Directors), over the last 5 financial years.
In 2025, the Executive Directors did not accrue or receive any remuneration other than those specified above.
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I. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: FIXED ELEMENTS
Base salary
- Executive Chairman: €510,000. This amount excludes the remuneration for his duties as Chair of the Company's Board of Directors. He does not receive any extra remuneration for serving on the Delegated Committee.
- CEO: US$816,000 (€721,230). This includes the remuneration for all the duties he performs at Fluidra, both in his executive capacity and as a member on the Company's Board of Directors.
Long-term savings plan (pension plan)
Annual contribution
- Executive Chairman: €16,000.
- CEO: €12,374.
Accumulated funds as of 31 December 2025:
- Executive Chairman: €278,494.
- CEO: €12,374.
The characteristics of the Executive Directors' pension scheme are detailed in Section 3 of this Report. We refer to this to avoid repetition.
Other benefits
- Executive Chairman: €51,476 (approx.), comprising €15,000 for a Company vehicle, €29,341 for death and disability insurance and €7,135 for medical insurance.
- CEO: €79,555 (approx.), comprising €11,490 for a Company vehicle, €22,675 for death and disability insurance and €45,389 for medical insurance.
Description has been included in Section 3. We refer to this to avoid repetition.
Additionally, Executive Directors are covered under Fluidra's directors and executives liability insurance policy, which protects them against liabilities arising from the performance of their duties, in accordance with the scope defined in the policies signed by the Company.
No advance, credit or guarantee has been granted by the Company.
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II. REMUNERATION ELEMENTS FOR PERFORMING EXECUTIVE DUTIES: VARIABLE ELEMENTS
2025 AVR
At the beginning of year 2025, the Executive Directors were assigned the following target annual variable remuneration in the event of 100% of achievement of the objectives predetermined by the Board of Directors at the beginning of the financial year, at the proposal of the ARC:
- Executive Chairman: €510,000, equivalent to 100% of his annual base salary.
- CEO: US$1,224,000 (€1,081,846), equivalent to 150% of his annual base salary.
In both cases, annual variable remuneration could reach up to a maximum of 185% of target in case of overachievement of objectives.
The following table shows the metrics, their weightings, the results achieved, the achievement and payout levels, after the evaluation by the Committee, to determine the amount of the annual variable remuneration payable:
| Type of objectives | Weight | Metric | Target | Results achieved | Achievement level | Payout level | Weighted Payout level |
|---|---|---|---|---|---|---|---|
| Financial (85%) | 10% | Sales growth | 3.8% | 7% | 183% | 200% | 20% |
| 25% | EBITDA | €493 million | €501 million | 101.7% | 108.6% | 27.2% | |
| 25% | Cash EPS | €1.305 | €1.3 | 99.6% | 99.2% | 24.8% | |
| 25% | Free cash flow | €269 million | €257 million | 95.3% | 85.9% | 21.5% | |
| Non-financial (15%) | 10% | Strategic management targets | 90% | 9% | |||
| 5% | ESG metrics | 90% | 4.5% | ||||
| Total weighted payout level (% of target) | 106.9% |
The Board of Directors, on its meeting held on 25 February 2025, according to a proposal made by the ARC, established the metrics, weightings and objectives for 2025 to determine the Executive Director's AVR, pursuant to the criteria and limits stipulated in the Remuneration Policy. Throughout 2025, the ARC monitored the achievement of these objectives and, once the financial year had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives.
- With regards to the Strategic management targets, the ARC has considered the following achievements
i. Strategy execution has progressed in line with the defined roadmap across China, the Delta project, and the operational footprint initiatives.
ii. Succession plans -both for the Executive Directors and other key positions- have been established in alignment with the Talent Review and Succession Planning process.
iii. Transformation initiatives, including the CPO and operational workstreams, have been deployed according to plan, and the ERP implementation continues to advance on schedule. Data transformation and pricing capabilities have been successfully developed, while work on verticals, channels, and digital initiatives has been effectively launched.
Several milestones remain in progress or are pending full consolidation into measurable outcomes, which accounts for a high - though not yet complete - level of achievement.
- With regards to the ESG metrics, the ARC has considered the following achievements:
i. The Company has met its 2025 carbon reduction target (6,262 tnCO2). This accomplishment positions the Company to meet its commitment to achieving carbon neutrality for Scopes 1 and 2 by 2027.
ii. 59% of sales comes from products that are classified as sustainable in 2025. This exceeds the target for this year by +1 p.p..
iii. Regarding the Lost Time Injury Frequency Rate (LTIR), in 2025 the Company focused on improving facilities and work areas, strengthening employee training, and reinforcing compliance with the Health and Safety Policy. Despite the implementation of this action plan, the results did not meet the established target.
iv. Fluidra has significantly improved its S&P Global ESG score, reaching 77 out of 100 in the 2025 assessment (based on 2024 activities). This reflects consistent upward momentum from previous years, including a score of 72 in 2024 and 69 in 2020.
v. Fluidra has significantly improved the global satisfaction index (NPS) from 7.33 in 2024 to 7.7 in 2025 and exceeds the target set for 2025.
Based on all of the above, the ARC has considered a weighted payout level for all the objectives of 106.9% of the target. Therefore, after a favourable recommendation of the Committee, the Board of Directors approved the following annual variable remuneration for the Executive Directors:
- Executive Chairman: €545,289 (106.9% of base salary and 57.8% of maximum opportunity).
- CEO: US$1,308,692 (€1,156,701, 160.4% of base salary and 57.8% of maximum opportunity).
This amount will be paid in cash once the Financial Statements of Fluidra have been issued, taking into consideration any possible qualifications in the external audit report
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2022-2026 LTI Plan: 2023-2025 cycle
The 2023-2025 cycle was the second of the 2022-2026 Plan. It began on 1 January 2023 and ended on 31 December 2025.
At the beginning of year 2023, the Executive Chairman was granted 88,500 shares (equivalent to $250\%$ of his annual base salary) for a target achievement scenario. In the event of overachievement of the objectives, the maximum number of shares to be delivered were 152,220 shares (172% of target). The CEO, Mr. Jaime Ramirez, did not participate in this cycle.
The following table shows the metrics, their weightings, the results achieved, the achievement and payout levels (% of target), after the evaluation by the Committee, to determine the amount of the long-term incentive payable:
| Type of objectives | Weight | Metric | Target | Results achieved | Achievement level | Payout level | Weighted Payout level |
|---|---|---|---|---|---|---|---|
| Value creation | 50% | Absolute TSR1 | 50.14% | 80.1% | 160% | 180% | 90% |
| Economic-financial | 40% | EBITDA of the Fluidra Group for 2025 (post IFRS, € million) | 610 | 504 | 82,6% | 0% | 0% |
| Management | 10% | ESG targets. S&P rating for 2025 | 72 | 76 | >100% | 100% | 10% |
| Total weighted payout level (% of target) | 100% |
1 The initial value considered for the purpose of measuring the evolution of the TSR was €14.12, the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2023. The final value considered was €23.41, the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2025.
Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics.
The Plan consisted in the award of a number of units ("PSUs") used as a reference to calculate the final number of Shares to be delivered to the beneficiaries after a 3-year performance period.
In Q1 2023 the Committee, agreed the metrics, weightings and performance scales, which would determine the Executive Director's long-term incentive.
The ARC monitored the achievement of these objectives throughout the performance period. Once the last financial year of this period had ended and the annual accounts had been audited for the financial year in question, an evaluation process was conducted of the achievement of these objectives. Actual performance against each measure was carefully reviewed to ensure the vesting outcome reflects underlying business performance and has been delivered in line with our culture and values. The ARC did not deem it necessary to exercise any discretion.
Based on the above, the ARC has considered a weighted payout level for all the objectives of $100\%$ of the target. Therefore, after a favourable recommendation of the Committee, the Board of Directors approved on 24 February 2026 the delivery of 88,500 shares to the Executive Chairman (equivalent to $58.1\%$ of the maximum incentive). The gross value of the shares to be settled amounts to €2,049,660. As the Executive Chairman already holds shares in excess of the required shareholding level, no additional retention requirements apply to these shares.
No malus and/or clawback clauses have been applied as there are no circumstances that would justify doing so.
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4.2 Remuneration for Directors in their capacity as such in 2025
The overall remuneration of the Directors for being members on the Board of Directors and its committees amounted to €1,816,205 in 2025, which is substantially below the maximum total annual remuneration of €2,200,000 thousand stipulated
in the Remuneration Policy for all the Directors in their capacity as such.
The amounts and items of remuneration for financial year 2025 were the same as the ones reported for 2026 in Section 3 of this Report.
The total remuneration accrued by the members of the Company's Board of Directors in the financial year 2025, individualized by Director, is shown below:
| Name | Category | Roles | Period | Total Remuneration (€) | |||
|---|---|---|---|---|---|---|---|
| BoD | ASC | ARC | DC | ||||
| Mr. Eloy Planes Corts | Executive | C | C | 01/01/2025 – 31/12/2025 | 149,301 | ||
| Mr. Jaime Ramírez Alzate1 | Executive | M | M | 07/05/2025 – 31/12/2025 | 72,860 | ||
| Ms. Esther Berrozpe Galindo | Independent | M | M | C | 01/01/2025 – 31/12/2025 | 171,301 | |
| Ms. Barbara Borra | Independent | M | M | 01/01/2025 – 31/12/2025 | 111,301 | ||
| Mr. Bruce W. Brooks2 | Proprietary | M | M | 01/01/2025 – 31/12/2025 | 123,301 | ||
| Mr. Jorge Constans Fernández | Independent | M | M | M | 01/01/2025 – 31/12/2025 | 156,301 | |
| Ms. Aedhmar Hynes | Independent | M | M | 01/01/2025 – 31/12/2025 | 123,301 | ||
| Mr. Michael Steven Langman | Proprietary | M | M | 01/01/2025 – 31/12/2025 | 131,301 | ||
| Mr. Brian McDonald | Independent | M | M | M | 01/01/2025 – 31/12/2025 | 144,312 | |
| Mr. Manuel Puig Rocha | Proprietary | M | M | 01/01/2025 – 31/12/2025 | 111,301 | ||
| Ms. Olatz Urroz García | Independent | M | C | 01/01/2025 – 31/12/2025 | 139,301 | ||
| Mr. José Manuel Vargas Gómez | Proprietary | M | M | M | 01/01/2025 – 31/12/2025 | 131,301 | |
| Ms. María del Carmen Gañet Cirera | Proprietary | M | 07/05/2025 – 31/12/2025 | 65,054 | |||
| Ms. Mercedes Grau Monjo | Proprietary | M | 07/05/2025 – 31/12/2025 | 65,054 | |||
| Mr. Bernardo Corbera Serra | Proprietary | M | M | 01/01/2025 – 07/05/2025 | 41,237 | ||
| Mr. Óscar Serra Duffo | Proprietary | M | M | 01/01/2025 – 07/05/2025 | 38,441 | ||
| Mr. Bernat Garrigós Castro | Proprietary | M | M | 01/01/2025 – 07/05/2025 | 41,237 |
Total Remuneration (€)
1,816,205
- BoD: Board of Directors
-
ASC: Audit and Sustainability Committee
-
ARC: Appointments and Remuneration Committee
- DC: Delegated Committee
C: Chair
M: Member
On 7 May 2025, the GSM approved the appointment of Ms. Mercedes Grau Monjo to replace Mr. Óscar Serra Duffo, and Ms. María del Carmen Gañet Cirera to replace Mr. Bernardo Corbera Serra.
In light of the resolutions adopted by the GSM on 7 May 2025 and in view of the favorable report of the ARC, the Board of Directors of the Company agreed:
- To acknowledge the resignation of Mr. Bernat Garrigós Castro from his office of proprietary director of the Company's Board of Directors and, as a result, the resignation from his position as a member of the ASC, which becomes made up for four members.
- To acknowledge the expiry of the office of Mr. Bernardo Corbera Serra as proprietary director of the Company's Board of Directors and, as a result, the vacancy that arises on the ARC. In order to replace Mr. Bernardo Corbera Serra, to appoint the independent director, Mr. Brian McDonald, as a member of the ARC for the term for which he was re-elected member of the Board of Directors of the Company; and
-
To acknowledge the expiry of the office of Mr. Óscar Serra Duffo as proprietary director of the Company's Board of Directors, and, as a result, the expiry of the offices of vice-chairman of the Board of Directors and member of the DC.
-
The CEO receives remuneration for serving as a member of the Board of Directors which is deducted from his base salary for his executive duties.
- In 2025 Mr. Bruce W. Brooks, currently serving as a proprietary director, has received €123,301 as remuneration for serving on the Board of Directors and the Delegated Committee. Derived from his former role as CEO, he has been awarded 70,800 shares corresponding to the 2023-2025 LTI cycle. The gross value of the shares to be settled amounts to €1,639,728. Details regarding the level of achievement of the objectives and the determination of the payout are set out on the previous pages. During 2025 Mr. Brooks has also been entitled to certain welfare benefits, which amount was negligible (€758). Mr. Brooks is subject to a non-compete obligation for a period of two years (2025 and 2026). No additional remuneration was paid in 2025 in respect of this obligation, as the consideration for the non-compete is included in the remuneration already received. Therefore, total remuneration for Mr. Bruce W. Brooks in 2025 amounted to €1,763,787.
No other supplementary remuneration was accrued by directors in consideration for services provided rendered other than those inherent to their positions.
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5. ARC IN 2025
5.1 Composition and experience of the members of the committee
As of 31 December 2025 (and on the date this Report was approved by the Board of Directors), the ARC was made up of 4 members, as stipulated in the Company's Bylaws and the Board of Directors' Regulations.
All the members of the ARC are Non-Executive Directors, three of them being independent and one proprietary. The Committee Chair is an independent director, Ms. Esther Berrozpe Galindo, complying with the provisions of the Company's Articles of Association and the Board of Directors' Regulations.

MS. ESTHER BERROZPE GALINDO
Independent Chair
- Born in 1970, Esther Berrozpe has an extensive international career spanning more than three decades. She has worked in consumer goods companies in positions of increasing responsibility in both Europe and North America. She has extensive experience in the commercial, industrial and logistics sectors, talent management and cultural change, as well as in mergers and acquisitions.
- Esther currently holds the positions of President, CEO and Director of Attindas Hygiene Partners, a global leader in the personal hygiene industry.
- Before joining Attindas, Esther was CEO of Ontex, an international personal hygiene group listed on Euronext Brussels. Prior to Ontex, Esther worked for 19 years at Whirlpool Corporation, a global leader in the domestic appliance industry, where she held various management positions, the last one as President of Europe, Middle East and Africa, and Executive Vice President of the company. Earlier in her career, Esther worked for Paglieri, Sara Lee and the Wella Group.
- Esther Berrozpe was senior director at American Industrial Partners (AIP) and independent director at Pernod Ricard, Ontex Group and Roca Corporación.
- She holds a degree in Economics and Business Administration from the University of Deusto in San Sebastian (Spain), and studied Economics and International Business at the University of Bergamo (Italy).

MR. JORGE CONSTANS FERNÁNDEZ
Independent member
- Born in 1964, Jorge Constans holds a degree in economics from the University of Barcelona, took the General Management Program at IESE Business School, and was awarded a Degree in Business Administration from ESADE Business School.
- Over a long career spanning 22 years at Danone, he held several positions in sales, marketing and general management in Spain and went on to be President and General Manager of Danone France. He was subsequently made responsible for Europe and later on for the USA.
- Over the last two years at the company he was President of the dairy products division, with revenues of 12 billion euros and operations in over 50 countries.
- At Louis Vuitton, he served as President and CEO. He is currently a member of the Board of Directors of Puig, Mango and Fluidra.
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MR. MICHAEL STEVEN LANGMAN
Proprietary member

MR. BRIAN MCDONALD
Independent member
- Born in 1961, Steven Langman co-founded Rhône in 1996 and has been responsible for the day-to-day management of the firm since its incorporation. Rhône is an asset management company specializing in private equity. He is a member of the Executive Committee and Managing Director of Rhône.
- Before founding Rhône, Mr. Langman was a Managing Director at Lazard Frères, where he specialized in mergers and acquisitions. Before joining Lazard Frères, Mr. Langman worked in the Mergers and Acquisitions Department of Goldman Sachs. He has over 30 years of experience in finance, analysis and investments in public and private companies.
- Besides Fluidra, S.A., Mr. Langman currently sits on the board of directors of several companies in Rhône's investment portfolio, including Freddy's, Saks Global (formerly called Hudson's Bay Company) Lummus Technology LLC., Vista Global Holdings and Wellbore Integrity Solutions LLC.
-
He graduated with honors from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics.
-
Born in 1963, Brian McDonald served as CEO of RGIS from 2014 to 2017. At the time, RGIS was the world's leading inventory management company, a $680 million business with 53,000 associates located in 30 countries around the world.
- Before working at RGIS, Brain was Executive Vice-President and Director of Operations at Tyco International, where he had overall responsibility for the Fire and Security Installation and Services Division worth $7.8 billion. Brian was with Tyco for more than 10 years in a variety of roles including Director of Sales, Vice-President of Field Operations, Vice-President of Southern Operations and Managing Director of ADT UK/Ireland.
- Prior to Tyco, Brian held various executive roles with the UTC Power and Otis Elevator units of United Technologies.
- Since January 2018, he has been a director at BLM Advisors LLC. In addition, since September 2022 he has been a member of the Board of Directors of Modigent LLC, a US company that provides mechanical, electrical and HVAC services throughout much of the country.
- He holds a Bachelor of Science Degree in Physics from the United States Naval Academy and a Master's Degree in Business Administration in Operations from the Darden Graduate School at the University of Virginia. Upon graduation from the Naval Academy, Brian served for five years as a Lieutenant and Division Officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is trustee of the US Naval Academy Athletics and Scholarship Foundation.
5.2 Number of meetings and attendance
Fluidra's Appointments and Remuneration Committee held 6 meetings in the financial year 2025.
All members attended to 100% of the meetings of the ARC during the period in which they have been members.
| Members | Attendance |
|---|---|
| Ms. Esther Berrozpe Galindo | 6/6 |
| Mr. Jorge Constans Fernández | 6/6 |
| Mr. Michael Steven Langman | 6/6 |
| Mr. Brian McDonald | 6/6 |
| Mr. Bernardo Corberá Serra | 6/6 |
5.3 The main activities related to remuneration carried out by the committee
In the financial year 2025 and up to the date this Report was approved, the most relevant actions carried out by Fluidra's ARC related to remuneration were as follows (in accordance with the Board of Directors' and ARC's Regulations):
ACTIVITIES
Q1 2025
- 2024 Annual Variable Remuneration: assessment of the achievement level of the objectives and proposal for the payout level for the Executive Directors, the management team and the Global internal audit & compliance director to be submitted to the Board of Directors for its approval.
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- 2022-2024 LTI cycle: assessment of the achievement level of the objectives and proposal for the payout level for the Executive Directors, the management team and the Global internal audit & compliance director to be submitted to the Board of Directors for its approval.
- 2025 Base salary: assessment of the salary review for the Executive Directors, the management team and the Global internal audit & compliance director for 2025, based on the Company's situation, performance outcomes and the benchmarking to be submitted to the Board of Directors for its approval.
- 2025 Annual Variable Remuneration: proposal for the metrics, weightings and targets for the Executive Directors, the management team and the Global internal audit & compliance director.
- 2025-2029 Long-Term Incentive Plan: proposal of the main elements of design (maximum number of shares, metrics, weightings and objectives) to be submitted to the Board of Directors for its approval to then be submitted to 2025 GSM.
- 2024 Annual Report on the Remuneration of Directors: proposal to be submitted to the Board of Directors for its approval to then be submitted to the 2025 GSM (advisory vote).
- 2026-2028 Directors' Remuneration Policy: proposal to be submitted to the Board of Directors for its approval to then be submitted to 2025 GSM.
Q2 2025
- 2025-2027 LTIP cycle: assessment of the list of beneficiaries, grant levels, metrics, weightings and objectives to be submitted to the Board of Directors for its approval.
- Monitoring and analysis of the voting results of the GSM related to the remuneration.
Q3 2025
- 2023-2025 and 2024-2026 LTI cycles: monitoring the achievement levels of the objectives.
- Annual Variable Remuneration: assess the redesign aimed at strengthening pay-for-performance, to build a culture that rewards excellence, differentiates remuneration based on performance, and promotes accountability and high performance.
Q4 2025 and Q1 2026
- Engagement process with proxy advisors and several institutional investors: analysis of their feedback.
- 2025 Annual Variable Remuneration: assessment of the achievement level of the objectives and proposal for the payout level for the Executive Directors, the management team and the Global internal audit & compliance director to be submitted to the Board of Directors for its approval.
- 2023-2025 LTI cycle: assessment of the achievement level of the objectives and proposal for the payout level for the Executive Directors, the management team and the Global internal audit & compliance director to be submitted to the Board of Directors for its approval.
- 2026 Annual Variable Remuneration: proposal for the metrics, weightings and objectives for the Executive Directors and the management team.
- 2026-2028 LTI cycle: assessment of the list of beneficiaries, grant levels, metrics, weightings and objectives to be submitted to the Board of Directors for its approval.
- 2025 Annual Report on the Remuneration of Directors: proposal to be submitted to the Board of Directors for its approval to then be submitted to 2026 GSM (advisory vote).
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6. PROCEDURE AND BODIES INVOLVED IN THE REMUNERATION POLICY
6.1 Procedures and bodies involved
The Company's procedures and the competent bodies for determining, approving and reviewing the Remuneration Policy and its terms and conditions are described below.
| Appointments and Remuneration Committee (ARC) | Board of Directors | General Shareholders' Meeting (GSM) |
|---|---|---|
| Determining the Policy and its remuneration components | ||
| • Proposes to the Board the Directors' Remuneration Policy, including the mandatory report on it. | ||
| • Proposes to the Board the maximum annual remuneration for Directors in their capacity as such. | ||
| • Proposes to the Board the individual allocation. | ||
| • Proposes to the Board the Executive Directors' remuneration, along with the terms and conditions of their contract. | • Approves the Policy and submits it to the AGM for a vote. | |
| • Proposes to the GSM the maximum annual amount to be paid to Directors in their capacity as such. | ||
| • Determines the individual allocation. | ||
| • Sets the Executive Directors' remuneration, along with the terms and conditions of their contract. | • Approves the Remuneration Policy at least every three years. | |
| • Approves any modification or replacement of the Policy. | ||
| • Approves the maximum annual remuneration for all Directors in their capacity as such. | ||
| • Approves the remuneration systems for Executive Directors. | ||
| Application of the Policy | ||
| • Proposes the base salary for Executive Directors and its annual variation. | ||
| • Proposes the parameters for setting the variable components and evaluates them for payment purposes. | ||
| • Proposes, if needed, the application of malus or clawback clauses. | • Evaluates and, where appropriate, approves the proposals made by the ARC on implementation of the Policy. | |
| Review of the Policy | ||
| • Verifies compliance with the Policy and regularly reviews its implementation. | ||
| • Ensures that individual remuneration is proportionate. | ||
| Transparency of the Policy | ||
| • Promotes transparency over remuneration and the inclusion of information on the Annual Report on the Remuneration of Directors. | ||
| • Submits the Annual Report on the Remuneration of Directors to the Board of Directors for approval. | ||
| • Verifies the information on Directors' remuneration contained in corporate documents. | • Approves the Annual Report on the Remuneration of Directors to be submitted to the Shareholders' Meeting for consultation purposes. | • Approves (advisory vote) the Annual Report on the Remuneration of Directors. |
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6.2 External advisors involved in the drafting of the policy and other company bodies involved in design and implementation of the policy
According to the Board of Directors' Regulations, the Directors of the Board and members of its Committees may request external advice on any matters they deem necessary to better perform their duties.
In this respect, the ARC received advice from Towers Watson (WTW) on:
(i) the design of the 2026 Remuneration Policy, including the development of benchmark analyses; (ii) the design of the 2026-2028 LTI cycle, including the incorporation of the relative TSR and the definition of the peer groups; and (iii) the drafting of this Report.
The ARC has also received advice from Garrigues in connection with the preparation of this Report and the implementation of the LTI Plan.
In addition, it has been supported by Sodali in the engagement process with institutional investors and proxy advisors, as well as in incorporating their feedback into this Report.
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7. CONSISTENCY WITH THE COMPANY'S STRATEGY, INTERESTS AND SUSTAINABILITY IN THE LONG-TERM
I. Measures adopted to adapt the Remuneration Policy to the long-term targets, values and interests of the Company, and measures to guarantee that the long-term results of the company are taken into account in the Remuneration Policy
The Remuneration Policy has the following features that, within the Company's internal policies and principles, contributes to its business strategy and interests and long-term sustainability:
- Variable remuneration is tied to the achievement of financial, value-creation, and non-financial objectives, including sustainability goals aligned with corporate interests, the Company's strategic plan, and long-term sustainability.
- Annual variable remuneration is aligned with the achievement of objectives linked to Fluidra's annual budget, so that variations in the Company's performance have a direct influence on the annual variable remuneration and, therefore, on the remuneration of directors with executive functions. The annual variable remuneration linked to the achievement of financial and non-financial objectives is arranged with a view to the medium- and long-term that drives long-term performance in strategic terms, in addition to the achievement of short-term results, based on the current situation and the prospects and objectives for Fluidra's sustainable growth.
- Medium and long-term incentives are linked to strategic plans of at least three years, which fosters the creation of sustainable value for the Group
- Targets must be challenging and are reviewed periodically, considering the economic environment, the strategic plan, and stakeholder expectations.
- Long-term incentives are granted and delivered in shares, aligning Executive Directors' interests with those of shareholders. Beneficiaries are required to retain the net shares received for three years from the acquisition date, until they hold a number of shares equivalent to two times their base salary.
II. Measures adopted relating to the remuneration system to reduce exposure to excessive risks and avoid conflicts of interest and clauses reducing the deferred remuneration or obliging the director to return remuneration received
- Total remuneration consists of three components: a fixed remuneration, an annual variable remuneration, and a long-term incentive plan. This remuneration system reflects an efficient relationship between fixed components and variable annual or multi-year components.
- There is no guaranteed variable remuneration; if minimum performance thresholds are not met, no payment will be made.
- Variable remuneration is capped.
- Long-term incentives are subject to clawback and malus provisions, allowing the Company to reclaim incentives under certain circumstances.
- The ARC is responsible for considering and reviewing the Directors' and senior managers' Remuneration Policy, in order to ensure that it is consistent with the Company's particular circumstances and aligned with its strategy and market conditions. Those professionals whose activity may have a relevant impact on the Company's risk profile are included in this group, due to their decision-making authority in management matters.
- The ARC is also responsible for verifying that this Remuneration Policy is properly applied, and ensuring that the individual remuneration of each senior manager is proportionate to that of the other members of their group. In addition, the ARC is tasked with conducting regular reviews of the terms and conditions of executive directors' and senior managers' contracts and ensuring that they are consistent with the remuneration policies in force.
- Two members of the ARC also sit on the Audit and Sustainability Committee. This latter is responsible for overseeing enterprise risk management systems in respect of financial and nonfinancial risks. The presence of the same directors on both committees and the reporting to the Board of Directors by the Chairs of the ARC and the Audit and Sustainability Committees on the main matters discussed at their respective meetings, ensures that risks associated to remuneration are considered in the course of the debates of the ARC and of the Audit and Sustainability Committee and in
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the proposals they submit to the Board of Directors, regarding both the determination and the evaluation of annual and multi-year incentives.
III. Measures taken by the Company to avoid potential conflicts of interest
The measures intended to avoid conflicts of interest, as set forth in the Board Regulations, the directors agree:
- To report the existence of conflicts of interest to the Board of Directors.
- Not to directly or indirectly perform professional or commercial transactions with the Company unless authorized by the Company in the terms envisaged in the law, the Bylaws and the Board Regulations.
- Refraining from using the name of the Company or flaunting their status as directors to carry out transactions on their own behalf or on behalf of persons related to them.
- To adopt the necessary measures to avoid situations in which their interests, for their own account or for the account of others, may conflict with the corporate interest and with their duties to the Company.
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APPENDICES
Appendix I – Details of the in-flight long-term incentive plan
This Appendix I includes the details of the in-flight cycles, specifically, the third 2024-2026 cycle of the 2022-2026 LTI Plan approved by the GSM of 5 May 2022 and the first 2025-2027 cycle of the 2025-2027 LTI Plan approved by the GSM of 7 May 2025. The second 2026-2028 cycle has been detailed in the previous sections.
2022-2026 LTI: 2024-2026 cycle
| Opportunity (amounts per LTI cycle) | · Executive Chairman. Target: 66,811 PSUs | Maximum: 114,915 PSUs (172% of target).
· CEO: Target: 195,734 PSUs | Maximum: 336,662 PSUs (172% of target). After joining the Fluidra Group in 2024 as an employee, Mr. Jaime Ramírez was made a beneficiary of just the third cycle of the 2022-2026 Plan, whereby he was allocated 195,734 units at target, which he continues to hold under the same conditions, following his appointment as CEO. The number of units allocated to him in the third cycle was calculated on a pro rata basis in respect of the number of units that would have fallen to him for the three cycles of the 2022-2026 Plan, given the time that has elapsed since the date he joined the Fluidra Group until the end date of the 2022-2026 Plan. As a result, the grant level for this cycle is equivalent to 450% of his base salary (350% on annualised terms).
· Former CEO and current Proprietary Director, Mr. Bruce W. Brooks. Maximum: 26,724 PSUs. The number of PSUs granted was adjusted proportionally to reflect the time elapsed from the start of the cycle until 31 December 2024, marking the end of the CEO handover period. |
| --- | --- | --- | --- |
| Performance metrics | | | Threshold | | Target | | Maximum | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Type of objectives | Weighting | Metrics | Performance | Pay level | Performance | Pay level | Performance |
| | Value creation | 50% | Absolute TSR¹ | 59% | 0% | 100% | 100% | ≥141% |
| | Economic-financial | 40% | EBITDA of the Fluidra Group for 2026 | 90% | 0% | 100% | 100% | ≥105% |
| | Sustainability | 10% | S&P ESG rating for 2026 | <100% | 0% | 100% | 100% | 100% |
| | Total weighted payout level (% of target) | | | 0% | | 100% | | 172% |
| 1 The initial value considered for the purpose of measuring the evolution of the TSR is the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2024, i.e. €18.71. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2026 (inclusive).
Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics. | | | | | | | | |
| Operation | · The operation of this third 2024-2026 cycle of the 2022-2026 Plan follows the structure disclosed in Section 4 for the 2023-2025 cycle. It can also be found on the Remuneration Policy and the 2023 Annual Report of Remuneration of Directors. We refer to this to avoid repetition. | | | | | | | |
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2025-2029 LTI: 2025-2027 cycle
Opportunity (amounts per LTI cycle)
- Executive Chairman. Target: 51,590 PSUs | Maximum: 88,735 PSUs (172% of target).
- CEO: Target: 105,395 PSUs | Maximum: 181,279 PSUs (172% of target).
| Performance metrics | Threshold | Target | Maximum | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Type of objectives | Weighting | Metrics | Performance | Pay level | Performance | Pay level | Performance | Pay level | |
| Value creation | 50% | Absolute TSR1 | 59% | 50% | 100% | 100% | ≥125% | 180% | |
| Economic-financial | 40% | EBITDA of the Fluidra Group for 2027 | 90% | 50% | 100% | 100% | ≥105% | 180% | |
| Sustainability | 10% | S&P ESG rating for 2027 | <100% | 0% | 100% | 100% | 100% | 100% | |
| Total | 0% | 100% | 172% | ||||||
| 1 The initial value considered for the purpose of measuring the evolution of the TSR is the weighted average listed price of the Fluidra share at the close of trading for the trading sessions taking place on the thirty (30) days preceding 1 January 2025, i.e. €24.71. The final value will be the weighted average listed price of the Fluidra share at the close of the trading sessions taking place on the thirty (30) days preceding 31 December 2027 (inclusive).Intermediate levels are calculated by linear interpolation for value creation and economic-financial metrics. | |||||||||
| Operation | · The operation of this first cycle of the 2025-2029 Plan follows the structure disclosed in Section 3 for the 2026-2028 cycle. It can also be found on the Remuneration Policy and the 2024 Annual Report of Remuneration of Directors. We refer to this to avoid repetition. |
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Appendix II – Annex III
Statistics of the Annual Report on the Remuneration of Directors for listed companies (Circular 3/2021, of September 28, of CNMV)
The CEO, Mr. Jaime Ramírez, was appointed Executive Director at the Board of Directors meeting held on 7 May 2025, following the resolution adopted by the GSM on the same day. Although Spanish legislation requires disclosure of remuneration only for the period from his appointment on 7 May 2025 through the end of the financial year on 31 December 2025, this Report presents full-year remuneration to facilitate comparison with prior and future years.
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
ISSUER IDENTIFICATION
Ending date of reference period: 31/12/2025
CIF: A-17728593
Corporate Name: FLUIDRA, S.A.
Registered Office: AVENIDA ALCALDE BARNILS, 69 (SANT CUGAT DEL VALLES) BARCELONA
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
B. OVERALL SUMMARY OF HOW REMUNERATION POLICY HAS BEEN APPLIED DURING THE YEAR ENDED
B.4. Report on the result of the consultative vote at the general shareholders' meeting on remuneration in the previous year, indicating the number of votes against that may have been cast
| Number | % of total | |
|---|---|---|
| Votes cast | 158,991,539 | 82.75 |
| Number | % of cast | |
| --- | --- | --- |
| Votes against | 6,971,039 | 4.38 |
| Votes in favour | 150,208,428 | 94.48 |
| Blank ballots | 0.00 | |
| Abstentions | 1,812,072 | 1.14 |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
C. ITEMISED INDIVIDUAL REMUNERATION ACCRUED BY EACH DIRECTOR
| Name | Type | Period of accrual in the financial year 2025 |
|---|---|---|
| Mr. ELOY PLANES CORTS | Executive | From 01/01/2025 to 31/12/2025 |
| Mr. JAIME RAMIREZ ALZATE | Executive | From 07/05/2025 to 31/12/2025 |
| Ms. ESTHER BERROZPE GALINDO | Independent | From 01/01/2025 to 31/12/2025 |
| Ms. BARBARA BORRA | Independent | From 01/01/2025 to 31/12/2025 |
| Mr. BRUCE W. BROOKS | Proprietary | From 01/01/2025 to 31/12/2025 |
| Mr. JORGE CONSTANS FERNÁNDEZ | Independent | From 01/01/2025 to 31/12/2025 |
| Ms. AEDHMAR HYNES | Independent | From 01/01/2025 to 31/12/2025 |
| Mr. MICHAEL STEVEN LANGMAN | Proprietary | From 01/01/2025 to 31/12/2025 |
| Mr. BRIAN MCDONALD | Independent | From 01/01/2025 to 31/12/2025 |
| Mr. MANUEL PUIG ROCHA | Proprietary | From 01/01/2025 to 31/12/2025 |
| Ms. OLATZ URROZ GARCIA | Independent | From 01/01/2025 to 31/12/2025 |
| Mr. JOSE MANUEL VARGAS GÓMEZ | Proprietary | From 01/01/2025 to 31/12/2025 |
| Ms. MARÍA DEL CARMEN GÁÑET CIRERA | Proprietary | From 07/05/2025 to 31/12/2025 |
| Ms. MERCEDES GRAU MONJO | Proprietary | From 07/05/2025 to 31/12/2025 |
| Mr. BERNARDO CORBERA SERRA | Proprietary | From 01/01/2025 to 07/05/2025 |
| Mr. ÓSCAR SERRA DUFFO | Proprietary | From 01/01/2025 to 07/05/2025 |
| Mr. BERNAT GARRIGÓS CASTRO | Proprietary | From 01/01/2025 to 07/05/2025 |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
C.1. Complete the following tables regarding the individual remuneration of each director (including the salary received for performing executive duties) accrued during the year.
a) Remuneration from the reporting company:
i) Remuneration in cash (thousands of €)
| Name | Fixed Remuneration | Attendance fees | Remuneration for membership of Board's committees | Salary | Short-term variable remuneration | Long-term variable remuneration | Severance payment | Other items | Total in 2025 | Total in 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Mr. ELOY PLANES CORTS | 141 | 8 | 0 | 510 | 545 | 1,204 | 1,256 | |||
| Mr. JAIME RAMÍREZ ALZATE | 60 | 13 | 0 | 648 | 1,157 | 1,878 | ||||
| Ms. ESTHER BERROZPE GALINDO | 91 | 20 | 60 | 171 | 170 | |||||
| Ms. BARBARA BORRA | 91 | 8 | 12 | 111 | 110 | |||||
| Mr. BRUCE W. BROOKS | 91 | 20 | 12 | 123 | 1,801 | |||||
| Mr. JORGE CONSTANS FERNÁNDEZ | 117 | 8 | 32 | 157 | 162 | |||||
| Ms. AEDHMAR HYNES | 91 | 20 | 12 | 123 | 122 | |||||
| Mr. MICHAEL STEVEN LANGMAN | 91 | 20 | 20 | 131 | 130 | |||||
| Mr. BRIAN MCDONALD | 91 | 20 | 33 | 144 | 150 | |||||
| Mr. MANUEL PUIG ROCHA | 91 | 8 | 12 | 111 | 106 | |||||
| Ms. OLATZ URROZ GARCÍA | 91 | 8 | 40 | 139 | 76 | |||||
| Mr. JOSE MANUEL VARGAS GÓMEZ | 91 | 8 | 32 | 131 | 130 | |||||
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | 60 | 5 | 0 | 65 | ||||||
| Ms. MERCEDES GRAU MONJO | 60 | 5 | 0 | 65 | ||||||
| Mr. BERNARDO CORBERA SERRA | 32 | 3 | 7 | 42 | 118 | |||||
| Mr. ÓSCAR SERRA DUFFO | 32 | 3 | 4 | 39 | 110 | |||||
| Mr. BERNAT GARRIGÓS CASTRO | 32 | 3 | 7 | 42 | 118 |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments.
| Name | Name of Plan | Financial instruments at start of financial year 2025 | Financial instruments granted during financial year 2025 | Financial instruments consolidated during the financial year | Instruments matured but not exercised | Financial instruments at end of financial year 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of instruments | No. of equivalent shares | No. of instruments | No. of equivalent shares | No. of instruments | No. of equivalent shares/ consolidated | Price of the consolidated shares | Gross profit from consolidated shares or financial instruments (thousands of €) | No. of instruments | No. of instruments | No. of equivalent shares | ||
| Mr. ELOY PLANES CORTS | 2023-2025 2nd Cycle | 152,220 | 152,220 | 88,500 | 88,500 | 23.16 | 2,050 | 63,720 | ||||
| Mr. ELOY PLANES CORTS | 2024-2026 3rd Cycle | 114,915 | 114,915 | 114,915 | 114,915 | |||||||
| Mr. ELOY PLANES CORTS | 2025-2027 1st Cycle | 88,735 | 88,735 | 88,735 | 88,735 | |||||||
| Mr. JAIME RAMIREZ ALZATE | 2024-2026 3rd Cycle | 336,662 | 336,662 | 336,662 | 336,662 | |||||||
| Mr. JAIME RAMIREZ ALZATE | 2025-2027 1st Cycle | 181,279 | 181,279 | 181,279 | 181,279 | |||||||
| Mr. BRUCE W. BROOKS | 2023-2025 2nd Cycle | 121,776 | 121,776 | 70,800 | 70,800 | 23.16 | 1,640 | 50,976 | 0 | 0 | ||
| Mr. BRUCE W. BROOKS | 2024-2026 3rd Cycle | 45,965 | 45,965 | 45,965 | 45,965 |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Long-term saving systems
| Name | Remuneration from consolidation of rights to savings system |
|---|---|
| Mr. ELOY PLANES CORTS | 16 |
| Mr. JAIME RAMÍREZ ALZATE | 12 |
| Ms. ESTHER BERROZPE GALINDO | |
| Ms. BARBARA BORRA | |
| Mr. BRUCE W. BROOKS | 1 |
| Mr. JORGE CONSTANS FERNÁNDEZ | |
| Ms. AEDHMAR HYNES | |
| Mr. MICHAEL STEVEN LANGMAN | |
| Mr. BRIAN MCDONALD | |
| Mr. MANUEL PUIG ROCHA | |
| Ms. OLATZ URROZ GARCÍA | |
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | |
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | |
| Ms. MERCEDES GRAU MONJO | |
| Mr. BERNARDO CORBERA SERRA | |
| Mr. ÓSCAR SERRA DUFFO | |
| Ms. OLATZ URROZ GARCÍA |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Contribution over the year from the company (thousand €) | Amount of accumulated funds (thousand €) | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | ||||
| Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | |
| Mr. ELOY PLANES CORTS | 16 | 16 | 278 | 227 | ||||
| Mr. JAIME RAMÍREZ ALZATE | 12 | 12 | ||||||
| Ms. ESTHER BERROZPE GALINDO | ||||||||
| Ms. BARBARA BORRA | ||||||||
| Mr. BRUCE W. BROOKS | 1 | 13 | 478 | 477 | ||||
| Mr. JORGE CONSTANS FERNÁNDEZ | ||||||||
| Ms. AEDHMAR HYNES | ||||||||
| Mr. MICHAEL STEVEN LANGMAN |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Contribution over the year from the company (thousand €) | Amount of accumulated funds (thousand €) | |||||||
|---|---|---|---|---|---|---|---|---|
| Name | Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | ||||
| Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | |
| Mr. BRIAN MCDONALD | ||||||||
| Mr. MANUEL PUIG ROCHA | ||||||||
| Ms. OLATZ URROZ GARCÍA | ||||||||
| Mr. JOSÉ MANUEL VARGAS GOMEZ | ||||||||
| Ms. MARIA DEL CARMEN GAÑET CIRERA | ||||||||
| Ms. MERCEDES GRAU MONJO | ||||||||
| Mr. BERNARDO CORBERA SERRA | ||||||||
| Mr. ÓSCAR SERRA DUFFO | ||||||||
| Ms. OLATZ URROZ GARCÍA |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
v) Details of other items
| Name | Item | Remuneration amount |
|---|---|---|
| Mr. ELOY PLANES CORTS | Vehicle | 15 |
| Mr. ELOY PLANES CORTS | Life insurance | 29 |
| Mr. ELOY PLANES CORTS | Health insurance | 7 |
| Mr. JAIME RAMÍREZ ALZATE | Vehicle | 11 |
| Mr. JAIME RAMÍREZ ALZATE | Life insurance | 23 |
| Mr. JAIME RAMÍREZ ALZATE | Health insurance | 45 |
| Ms. ESTHER BERROZPE GALINDO | Item | |
| Ms. BARBARA BORRA | Item | |
| Mr. BRUCE W. BROOKS | Item | 1 |
| Mr. JORGE CONSTANS FERNÁNDEZ | Item | |
| Ms. AEDHMAR HYNES | Item | |
| Mr. MICHAEL STEVEN LANGMAN | Item | |
| Mr. BRIAN MCDONALD | Item | |
| Mr. MANUEL PUIG ROCHA | Item | |
| Ms. OLATZ URROZ GARCÍA | Item | |
| Mr. JOSE MANUEL VARGAS GÓMEZ | Item | |
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | Item | |
| Ms. MERCEDES GRAU MONJO | Item | |
| Mr. BERNARDO CORBERA SERRA | Item | |
| Mr. ÓSCAR SERRA DUFFO | Item | |
| Mr. BERNAT GARRIGÓS CASTRO | Item |
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
b) Remuneration of the company directors for seats on the boards of other group companies:
i) Remuneration in cash (thousands of €)
| Name | Fixed remuneration | Attendance fees | Remuneration for member ship of Board's committees | Salary | Short-term variable remuneration | Long-term variable remuneration | Severance payment | Other items | Total in 2025 | Total in 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Mr. ELOY PLANES CORTS | ||||||||||
| Mr. JAIME RAMIREZ ALZATE | ||||||||||
| Ms. ESTHER BERROZPE GALINDO | ||||||||||
| Ms. BARBARA BORRA | ||||||||||
| Mr. BRUCE W. BROOKS | ||||||||||
| Mr. JORGE CONSTANS FERNÁNDEZ | ||||||||||
| Ms. AEDHMAR HYNES | ||||||||||
| Mr. MICHAEL STEVEN LANGMAN | ||||||||||
| Mr. BRIAN MCDONALD | ||||||||||
| Mr. MANUEL PUIG ROCHA | ||||||||||
| Ms. OLATZ URROZ GARCÍA | ||||||||||
| Mr. JOSE MANUEL VARGAS GÓMEZ | ||||||||||
| Ms. MARÍA DEL CARMEN GANET CIRERA | ||||||||||
| Ms. MERCEDES GRAU MONJO | ||||||||||
| Mr. BERNARDO CORBERA SERRA | ||||||||||
| Mr. ÓSCAR SERRA DUFFO | ||||||||||
| Mr. BERNAT GARRIGÓS CASTRO |
10/19
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ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
ii) Table of changes in share-based remuneration schemes and gross profit from consolidated shares or financial instruments
| Name | Name of Plan | Financial instruments at start of financial year 2025 | Financial instruments granted during financial year 2025 | Financial instruments consolidated during the financial year | Instruments matured but not exercised | Financial instruments at end of financial year 2025 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. of instruments | No. of equivalent shares | No. of instruments | No. of equivalent shares | No. of instruments | No. of equivalent shares/ consolidated | Price of the consolidated shares | Net profit from consolidated shares or financial instruments (thousands of €) | No. of instruments | No. of instruments | No. of equivalent shares | ||
| No data |
iii) Long-term saving systems
| Name | Remuneration from consolidation of rights to saving systems |
|---|---|
| Mr. ELOY PLANES CORTS | |
| Mr. JAIME RAMÍREZ ALZATE | |
| Ms. ESTHER BERROZPE GALINDO | |
| Ms. BARBARA BORRA | |
| Mr. BRUCE W. BROOKS | |
| Mr. JORGE CONSTANS FERNÁNDEZ | |
| Ms. AEDHMAR HYNES | |
| Mr. MICHAEL STEVEN LANGMAN | |
| Mr. BRIAN MCDONALD | |
| Mr. MANUEL PUIG ROCHA | |
| Ms. CLATZ URROZ GARCÍA |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Name | Remuneration from consolidation of rights to saving systems |
|---|---|
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | |
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | |
| Ms. MERCEDES GRAU MONJO | |
| Mr. BERNARDO CORBERA SERRA | |
| Mr. ÓSCAR SERRA DUFFO | |
| Mr. BERNAT GARRIGÓS CASTRO | |
| Contribution over the year from the company (thousand €) | |
| --- | --- |
| Name | Savings systems with consolidated economic rights |
| Year 2025 | |
| Mr. ELOY PLANES CORTS | |
| Mr. JAIME RAMÍREZ ALZATE | |
| Ms. ESTHER BERROZPE GALINDO | |
| Ms. BARBARA BORRA | |
| Mr. BRUCE W. BROOKS | |
| Mr. JORGE CONSTANS FERNÁNDEZ |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Name | Contribution over the year from the company (thousand €) | Amount of accumulated funds (thousand €) | ||||||
|---|---|---|---|---|---|---|---|---|
| Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | Savings systems with consolidated economic rights | Savings systems with unconsolidated economic rights | |||||
| Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | Year 2025 | Year 2024 | |
| Ms. AEDHMAR HYNES | ||||||||
| Mr. MICHAEL STEVEN LANGMAN | ||||||||
| Mr. BRIAN MCDONALD | ||||||||
| Mr. MANUEL PUIG ROCHA | ||||||||
| Ms. OLATZ URROZ GARCÍA | ||||||||
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | ||||||||
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | ||||||||
| Ms. MERCEDES GRAU MONJO | ||||||||
| Mr. BERNARDO CORBERA SERRA | ||||||||
| Mr. ÓSCAR SERRA DUFFO | ||||||||
| Mr. BERNAT GARRIGÓS CASTRO |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
iv) Details of other items
| Name | Item | Remuneration amount |
|---|---|---|
| Mr. ELOY PLANES CORTS | Item | |
| Mr. JAIME RAMÍREZ ALZATE | Item | |
| Ms. ESTHER BERROZPE GALINDO | Item | |
| Ms. BARBARA BORRA | Item | |
| Mr. BRUCE W. BROOKS | Item | |
| Mr. JORGE CONSTANS FERNÁNDEZ | Item | |
| Ms. AEDHMAR HYNES | Item | |
| Mr. MICHAEL STEVEN LANGMAN | Item | |
| Mr. BRIAN MCDONALD | Item | |
| Mr. MANUEL PUIG ROCHA | Item | |
| Ms. OLATZ URROZ GARCÍA | Item | |
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | Item | |
| Ms. MARÍA DEL CARMEN GAÑET CIRERA | Item | |
| Ms. MERCEDES GRAU MONJO | Item | |
| Mr. BERNARDO CORBERA SERRA | Item | |
| Mr. ÓSCAR SERRA DUFFO | Item |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Name | Item | Remuneration amount |
|---|---|---|
| Mr. BERNAT GARRIGÓS CASTRO | Item |
c) Summary of 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 (thousand €).
| Remuneration accrued in the Company | Remuneration accrued in group companies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Total cash remuneration | Gross profit of consolidated shares or financial instruments | Remuneration for long term savings systems | Remuneration for other items | Total 2025 company | Total cash remuneration | Gross profit of consolidated shares or financial instruments | Remuneration for long term savings systems | Remuneration for other items | Total 2025 group | Total 2025 company + group |
| Mr. ELOY PLANES CORTS | 1,204 | 2,050 | 16 | 51 | 3,321 | 3,321 | |||||
| Mr. JAIME RAMÍREZ ALZATE | 1,878 | 12 | 79 | 1,969 | 1,969 | ||||||
| Ms. ESTHER BERROZPE GALINDO | 171 | 171 | 171 | ||||||||
| Ms. BARBARA BORRA | 111 | 111 | 111 | ||||||||
| Mr. BRUCE W. BROOKS | 123 | 1,640 | 1 | 1 | 1,765 | 1,765 | |||||
| Mr. JORGE CONSTANS FERNANDEZ | 157 | 157 | 157 | ||||||||
| Ms. AEDHMAR HYNES | 123 | 123 | 123 | ||||||||
| Mr. MICHAEL STEVEN LANGMAN | 131 | 131 | 131 | ||||||||
| Mr. BRIAN MCDONALD | 144 | 144 | 144 | ||||||||
| Mr. MANUEL PUIG ROCHA | 111 | 111 | 111 |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Remuneration accrued in the Company | Remuneration accrued in group companies | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Total cash remuneration | Gross profit of consolidated shares or financial instruments | Remuneration for long term savings systems | Remuneration for other items | Total 2024 company | Total cash remuneration | Gross profit of consolidated shares or financial instruments | Remuneration for long term savings systems | Remuneration for other items | Total 2024 group | Total 2025 company + group |
| Ms. OLATZ URIROZ GARCIA | 139 | 139 | 139 | ||||||||
| Mr. JOSÉ MANUEL VARGAS GOMEZ | 131 | 131 | 131 | ||||||||
| Ms. MARIA DEL CARMEN GARET CIRERA | 65 | 65 | 65 | ||||||||
| Ms. MERCEDES GRAU MONJO | 65 | 65 | 65 | ||||||||
| Mr. BERNARDO CORBERA SERRA | 42 | 42 | 42 | ||||||||
| Mr. ÓSCAR SERRA DUFFO | 39 | 39 | 39 | ||||||||
| Mr. BERNAT GARRIGOS CASTRO | 42 | 42 | 42 | ||||||||
| TOTAL | 4,676 | 3,690 | 29 | 130 | 8,526 | 8,526 |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
C.2 Indicate the evolution in the last five years of the amount and percentage variation of the remuneration accrued by each of the directors of the listed company who have held this position during the year, the consolidated results of the company and the average remuneration on an equivalent basis with regard to full-time employees of the company and its subsidiaries that are not directors of the listed company.
| Total amounts accrued and % annual variation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year 2025 | % Variation 2025/2024 | Year 2024 | % Variation 2024/2023 | Year 2023 | % Variation 2023/2022 | Year 2022 | % Variation 2022/2021 | Year 2021 | |
| Executive Directors | |||||||||
| Mr. ROBERTO GARCÍA MERINO | 3,321 | 135.70 | 1,409 | 23.92 | 1,137 | -77.90 | 5,144 | 301.88 | 1,280 |
| Mr. JAIME RAMÍREZ ALZATE | 1,969 | -- | -- | -- | -- | -- | -- | -- | -- |
| External Directors | |||||||||
| Ms. ESTHER BERROZPE GALINDO | 171 | 0.59 | 170 | 12.58 | 151 | 19.84 | 126 | 14.55 | 110 |
| Ms. BARBARA BORRA | 111 | 0.91 | 110 | 0.00 | 110 | 7.84 | 102 | -- | -- |
| Mr. BRUCE W. BROOKS | 1,765 | -10.18 | 1,966 | 26.37 | 1,555 | -80.55 | 7,994 | 376.68 | 1,677 |
| Mr. JORGE CONSTANS FERNÁNDEZ | 157 | -3.09 | 162 | -7.43 | 175 | 7.36 | 163 | 10.88 | 147 |
| Ms. AEDHMAR HYNES | 123 | 0.82 | 122 | 54.43 | 79 | -- | -- | -- | -- |
| Mr. MICHAEL STEVEN LANGMAN | 131 | 0.77 | 130 | 0.00 | 130 | 4.00 | 125 | 13.64 | 110 |
| Mr. BRIAN MCDONALD | 144 | -4.00 | 150 | 0.00 | 150 | 8.70 | 138 | 13.11 | 122 |
| Mr. MANUEL PUIG ROCHA | 111 | 4.72 | 106 | 68.25 | 63 | -- | -- | -- | -- |
| Ms. OLATZ URIROZ GARCÍA | 139 | 82.89 | 76 | -- | -- | -- | -- | -- | -- |
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | 131 | 0.77 | 130 | 0.00 | 130 | 4.00 | 125 | 11.61 | 112 |
17/19
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
| Total amounts accrued and % annual variation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year 2025 | % Variation 2025/2024 | Year 2024 | % Variation 2024/2023 | Year 2023 | % Variation 2023/2022 | Year 2022 | % Variation 2022/2021 | Year 2021 | |
| Ms. MARÍA DEL CARMEN GAÑET CIRERIA | 65 | – | – | – | – | – | – | – | – |
| Ms. MERCEDES GRAU MONJO | 65 | – | – | – | – | – | – | – | – |
| Mr. BERNARDO CORBERA SERRA | 42 | -64.41 | 118 | 0.00 | 118 | 4.42 | 113 | 7.62 | 105 |
| Mr. OSCAR SERRA DUFFO | 39 | -64.55 | 110 | 0.00 | 110 | 2.80 | 107 | 4.90 | 102 |
| Mr. BERNAT GARRIGÓS CASTRO | 42 | -64.41 | 118 | 0.00 | 118 | 55.26 | 76 | – | – |
| Company consolidated results | |||||||||
| 242,884 | 25.79 | 193,089 | 22.10 | 158,144 | -29.75 | 225,113 | -33.30 | 337,489 | |
| Average employee remuneration | |||||||||
| 45 | -2.17 | 46 | 6.98 | 43 | 4.88 | 41 | 2.50 | 40 |
2025 Annual Financial Report
Contents
2025 MANAGEMENT REPORT
- ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
D. OTHER RELEVANT INFORMATION
This annual remuneration report has been approved by the Board of Directors of the company on:
(24/03/2026)
State whether any director has voted against or abstained from approving this report
☐ Yes
☑ No
| Name or company name of the member of the Board of Directors who has not voted for the approval of this report | Reasons (against, abstention, non-attendance) | Explain the reasons |
|---|---|---|
19/19
2025 Annual Financial Report
Contents
STATEMENT OF RESPONSIBILITY
FLUIDRA
FLUIDRA, S.A.
INDIVIDUAL ANNUAL ACCOUNTS
FY 2025
On 24 March 2026, the board of directors of Fluidra, S.A. authorised 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 2025, in accordance with the European Single Electronic Format (ESEF) as established in Delegated Regulation (EU) 2019/815 under ID number:
F48AC37060BF8AE33EBF0C9CEA7B64F0D2F3E6A37B15CB7B7FDB5C6E47522038 (*)
And in witness whereof, all directors sign below in compliance with article 253 of the Spanish Companies Act.
Mr. Eloy Planes Corts
Ms. Esther Berrozpe Galindo
Mr. Bruce Walker Brooks
Ms. María del Carmen Gañet Cirera
Ms. Aedhmar Hynes
Mr. Manuel Puig Rocha
Ms. Olatz Urroz García
(*) ID number hash SHA256
Mr. Jaime Ramírez Alzate
Ms. Barbara Borra
Mr. Jorge Valentín Constans Fernández
Ms. Mercedes Grau Monjo
Mr. Brian McDonald
Ms. Allison Steiner
Mr. José Manuel Vargas Gómez
202S Annual Financial Report
180
Contents
STATEMENT OF RESPONSIBILITY
FLUIDRA
STATEMENT OF RESPONSIBILITY BY THE DIRECTORS OF FLUIDRA, S.A. ON THE CONTENTS OF THE 2025 ANNUAL FINANCIAL REPORT
With regard to the Fluidra, S.A. 2025 Annual Financial Report containing the annual accounts and directors' report, the members of the board of directors state that:
To the best of their knowledge, the annual accounts, prepared in accordance with applicable accounting principles, give a true and fair view of the equity, financial position and results of Fluidra, S.A. and that the directors' report includes a faithful analysis of the business outlook, results and position of Fluidra, S.A. together with a description of the main risks and uncertainties it faces.
Statement made for the authorisation for issue of Fluidra, S.A.'s 2025 Annual Financial Report by the board of directors on 24 March 2026.
Mr. Eloy Planes Corts
Ms. Esther Berrozpe Galindo
Mr. Bruce Walker Brooks
Ms. María del Carmen Gañet Cirera
Ms. Aedhmar Hynes
Mr. Manuel Puig Rocha
Ms. Olatz Urroz García
Mr. Jaime Ramírez Alzate
Ms. Barbara Borra
Mr. Jorge Valentín Constans Fernández
Ms. Mercedes Grau Monjo
Mr. Brian McDonald
Ms. Allison Steiner
Mr. José Manuel Vargas Gómez
2025 Annual Financial Report