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Fluidra S.A. — Annual Report 2025
Mar 26, 2026
1828_10-k_2026-03-26_ee80652b-507b-43d3-b389-ce58e4aabb5b.pdf
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2025
INTEGRATED
ANNUAL
REPORT
We turn water into
a better world
FLUIDRA
Contents
FLUIDRA
CONTENTS
2025 Integrated Annual Report
CONSOLIDATED MANAGEMENT REPORT
Letter from the Chairman
CEO Interview
WE ARE FLUIDRA
- Fluidra: We turn water into a better world
- Our performance
2025 NON-FINANCIAL INFORMATION CONSOLIDATED STATEMENT AND SUSTAINABILITY INFORMATION
- General information
- Environmental information
- Social information
- Governance information
- Appendices
ANNUAL CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON REMUNERATION OF DIRECTORS
CONSOLIDATED ANNUAL ACCOUNTS
2025 Integrated Annual Report
2025 CONSOLIDATED MANAGEMENT REPORT
We turn water into a better world
FLUIDRA

Contents
2025 CONSOLIDATED MANAGEMENT REPORT
FLUIDRA
CONTENTS
2025 Consolidated Management Report
This is the Consolidated Management Report for Fluidra S.A and subsidiaries (listed in Appendix I of the Consolidated Annual Accounts), for the 2025 fiscal year, for January 1 to December 31 2025.
Letter from the Chairman
CEO Interview
WE ARE FLUIDRA
1. FLUIDRA: WE TURN WATER INTO A BETTER WORLD
1.1 Our Purpose
1.2 Transforming water
1.2.1 2025 Milestones
1.2.2 Transforming water globally
1.2.3 Solutions that flow
1.2.4 A strategy for transformation
Accelerating growth
Foster competitive differentiation
Enhance operational excellence
1.2.5 Our Value Chain
1.3 A better world
1.3.1 An environmentally conscious world
1.3.2 A world in which people matter
1.3.3 A world of responsible governance
2. OUR PERFORMANCE
2.1 Financial results
2.1.1 Growth in a changing geopolitical environment
2.1.2 Our results in 2025
2.1.3 Simplification programme
2.1.4 Results by geography
2.2 Financial position Analysis
2.2.1 Financial position
2.2.2 Investments
2.3 Shareholding structure and shareholder returns
2.3.1 Shareholding structure and shareholders' agreements
2.3.2 Share price information
2.3.3 Investor and shareholder relations
2.4 Alternative performance measures
NON-FINANCIAL INFORMATION CONSOLIDATED STATEMENT AND SUSTAINABILITY INFORMATION 2025
1. GENERAL INFORMATION
ESRS 2. General Information
2. ENVIRONMENTAL INFORMATION
Environmental Management System
ESRS E1. Climate change
ESRS E2. Pollution
ESRS E3. Water and marine resources
ESRS E4. Biodiversity and ecosystems
ESRS E5. Resource use and circular economy
EU Taxonomy
3. SOCIAL INFORMATION
ESRS S1. Own workforce
ESRS S2. Workers in the value chain
ESRS S4. Consumers and end-users
Relationship with clients
4. GOVERNANCE INFORMATION
ESRS G1. Business conduct
Market competition
Tax
Information and Cybersecurity
5. APPENDICES
APPENDIX I
Table of contents of Law 11/2018
Table of disclosure requirements set out in the ESRS covered by the company's sustainability statement
Table of datapoints included in cross-cutting and topical standards deriving from other EU legislation
SASB content index
APPENDIX II
External assurance report
ANNUAL CORPORATE GOVERNANCE REPORT
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
LETTER FROM THE CHAIRMAN
FLUIDRA
LETTER FROM THE EXECUTIVE CHAIRMAN
TURNING WATER INTO A BETTER WORLD

Dear colleagues,
Each year, when we pause to reflect on what we have achieved, I return to the same starting point — that which unites and guides us: our purpose.
Turning water into a better world is not an abstract aspiration. It is the reason we make decisions, why we invest, why we innovate, and why each of us gives our best every day, united by a common goal.
This purpose enables us to face challenges, adapt, and move forward with consistency, even in complex environments. Because when the purpose is clear, every milestone stops being an isolated objective and becomes part of a journey we all share.
The 2025 financial year has been demanding, but also full of learnings and tangible achievements.
The changing geopolitical environment, currency volatility, and the lack of recovery in new construction in some markets have shaped a challenging context for the entire sector. Market conditions have not always been supportive. And yet, we have demonstrated something that is part of our identity: adaptability, agility, and resilience.
In this environment, Fluidra achieved sales of €2.184 billion, up 7% in constant currency, and adjusted EBITDA of €501 million, representing 9% year-on-year growth in constant currency, along with margin expansion.
Net profit reached €176 million, 35% higher in constant currency. Excluding non-recurring expenses, adjusted net profit amounted to €250 million, representing 14% growth in constant currency. In addition, we continued generating cash and reducing our leverage, reflecting our financial discipline.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
LETTER FROM THE CHAIRMAN
FLUIDRA
Our purpose enables us to face challenges, adapt, and move forward with consistency, even in complex environments
This positive performance is also reflected in the long-term performance of our share price and in the Board of Directors' proposal to distribute a dividend of €0.65 per share, reinforcing our commitment to shareholders.
But beyond the figures, what truly matters is how we achieved them.
We continued gaining market share for another consecutive year. Our ability to stand by our customers at all times continues to bear fruit and, in recognition of this approach, our main distributors in the U.S. have awarded us "Supplier of the Year" for the fifth consecutive year. We strengthened our aftermarket business, which provides stability and recurring revenue. We improved operational efficiency and protected margins without losing focus on the customer. Each of these achievements is aligned with our objective of creating sustainable long-term value.
We can say that 2025 has been a year of strategic acceleration. We have continued progressing in our evolution towards a more global, more agile company, better prepared for the future. We have consolidated an organization that gains in coordination and speed. We have strengthened key teams and continued incorporating digital and technological capabilities.
Digitalization and artificial intelligence are not passing trends; they are tools that we are integrating into our processes, product development, and customer relationships. They allow us to anticipate, simplify, and improve. They allow us to lead.
In terms of strategic growth, acquisitions such as PoolTrackr and Aiper, among others, have expanded our capabilities and strengthened our technological value proposition. Each step responds to a clear vision: building a stronger company prepared for an increasingly connected and demanding industry.
Our purpose is also reflected in the impact we generate beyond the business.

2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
LETTER FROM THE CHAIRMAN
FLUIDRA
We continued gaining market share for another consecutive year. Our ability to stand by our customers at all times continues to bear fruit
In sustainability, we have committed to becoming a water-positive company by 2030. At the same time, we have achieved a 70% reduction in our carbon footprint compared to 2021. It is also worth highlighting that 59% of our sales come from sustainable products, reaffirming our commitment to the responsible use of resources.
Through the Fluidra Foundation, we have promoted key initiatives such as "Put A Pool," which builds swimming pools in communities without access to aquatic facilities to teach children how to swim, helping to improve the quality of life in vulnerable communities.
In diversity, equity, and inclusion, we have reinforced our commitment by participating for the fourth consecutive year in the Empowering Women's Talent initiative by Equipos y Talento. I am also proud of Fluidra's inclusion in the IBEX Gender Equality Index, recognizing our solid and measurable commitment to gender equality.
These achievements reflect that our transformation is not only economic, but also human, social, and environmental.
But none of this would be possible without our people.
I would like to express my gratitude to all Fluidra teams — in our plants, offices, R&D centers, and commercial networks — for your professionalism and commitment. I would also like to thank the Board of Directors for its vision and guidance at a key moment of transformation.
Fluidra is a collective project. And in 2025, you have once again demonstrated that we know how to respond when the environment becomes complex.
Looking ahead, we are fully aware that the industry will continue to evolve. Technology will accelerate change. Markets will remain demanding. Uncertainty will be part of the landscape and we are doing the right work.
We lead the industry not only by size, but by strategic consistency, execution capability, and long-term commitment. We have demonstrated that we can grow, gain market share, and strengthen our position even when the market does not fully support us.
That gives us confidence. Confidence not based on complacency, but on accumulated effort, discipline, and a shared purpose that guides us.
We will continue moving forward with ambition, humility, and responsibility. We will continue turning water into a better world.
And we will continue doing so together.
Thank you for your commitment.

Eloi Planes
Executive Chairman of Fluidra
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT CEO INTERVIEW
FLUIDRA
"WE ARE ACCELERATING OUR TRANSFORMATION TO CONTINUE LEADING THE POOL INDUSTRY"
Jaime Ramírez joined Fluidra as the new CEO in 2024. He reviews the year, outlines the Company's strategy, and reflects on the present and the future.

Jaime, 2025 has been your first full year as CEO of Fluidra. How would you assess this first year?
Jaime Ramírez: It has been a very intense and, at the same time, highly revealing year. It has allowed me to gain a deeper understanding of Fluidra's true strengths: its people, its industrial culture and its ability to adapt. When you take on a responsibility like this, the first year is key to aligning strategy with operational reality and market conditions. In that sense, 2025 has confirmed that we are starting from a very solid foundation and that we are clear about where we want to take the company.
It has also been a year of accelerated learning. We have had to make important decisions in a complex environment, prioritize, execute and, above all, maintain our strategic focus. My assessment is very positive because, beyond the results, we have made very significant progress in transforming the organization to prepare Fluidra for the future.
2025 results were solid despite a challenging macroeconomic and foreign exchange environment. How do you assess them in that context?
The 2025 results are even more meaningful when analyzed in context. I would like to take this opportunity to thank the entire team for their commitment and dedication. We have operated in a demanding environment, with a new construction market that remains weak in some countries, uncertainty in our key markets, and negative foreign exchange impacts when translating our results into euros, the currency in which we report.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT CEO INTERVIEW
FLUIDRA
We are executing our strategy with a very clear focus: to grow profitably and sustainably while transforming the company to adapt and continue leading in an increasingly competitive environment
Even so, we achieved sales of €2.184 billion, with growth across all regions. We surpassed €500 million in Adjusted EBITDA, improving our margin, and reduced leverage by 0.2x to 2.2x net debt/Adjusted EBITDA, while distributing dividends and completing four acquisitions during the year.
This demonstrates several things. First, the resilience of Fluidra's business model. Second, our ability to execute effectively. And third, that we are gaining market share, which is particularly relevant in a sector that does not grow uniformly.
We are executing our strategy with a very clear focus: to grow profitably and sustainably while transforming the company to adapt and continue leading in an increasingly competitive environment.
How would you describe the competitive environment in which Fluidra operates today?
We are living in an era of technological, economic, social, commercial, regulatory and geopolitical change. And our industry is evolving as well. For years, the players and competitive dynamics remained relatively stable, but over the past three years we have seen a more intense shift. This has been driven by the factors mentioned above and, particularly in our sector, by the emergence of new competitors with different business models.
In particular, we have seen the entry of Chinese manufacturers with a strong technological profile, significant industrial capacity and a very high pace of innovation. This new competition, together with changes in distribution channels and increasingly demanding expectations from customers and consumers, is raising the bar for all players in the industry.
In this context, it is not enough to protect historical positions. We must anticipate change, adapt quickly and strengthen the capabilities that truly make a difference: innovation, cost competitiveness, agility and customer proximity. That is why we are executing our strategy and transforming our organization and processes to continue leading an attractive market.
A good example of this strategic response is the acquisition of Aiper, a technology company specialized in the cordless robot category. It enables us to strengthen our position in a key segment, with a value proposition closely aligned with evolving consumer expectations and technological progress in the sector. Transactions like this reflect how we view the competitive landscape: not as a one-off threat, but as a catalyst to accelerate our transformation and remain leaders in competitiveness.
How is Fluidra responding strategically to this new environment?
We are executing our strategy with a very clear focus: to grow profitably and sustainably while transforming the company to adapt and continue leading in an increasingly competitive environment. This requires acting on multiple fronts simultaneously. On the one hand, strengthening our leadership positions in key markets and gaining share where we have clear competitive advantages. On the other, continuing to develop our portfolio of products and solutions, embedding innovation, digitalization and differentiation as central elements of our value proposition.
At the same time, we are making decisive progress in Fluidra's internal transformation. After successfully completing the Simplification Program, achieving the €100 million target over the past three years, we are entering a new phase with an even stronger focus on efficiency and operational excellence. In this context, we have defined a new efficiency plan for the 2026-2030 period, aimed at generating approximately €120 million in additional cumulative savings. This plan is not merely a cost-reduction initiative, but a structural lever to enhance our competitiveness, strengthen margins and free up resources to continue investing in growth, innovation and talent.
The combination of organic growth, disciplined capital allocation, innovation and continuous efficiency improvement forms the foundation on which we are building a more agile, more competitive Fluidra, better prepared to lead the industry over the long term.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT CEO INTERVIEW
FLUIDRA
Innovation, product development and pool digitalization are key pillars. What progress would you highlight?
Innovation is one of the main drivers of differentiation in our sector. We are clearly advancing toward a more connected pool, more energy-efficient and easier to manage
Innovation is one of the main drivers of differentiation in our sector. We are clearly advancing toward a more connected pool, more energy-efficient and easier to manage
We have also strengthened our product management and R&D capabilities with a more global and coordinated approach. In this regard, we have created a strategic Product Management team focused on disruptive and differentiated innovation, operating autonomously from the engineering function. This focus on competitive innovation will be supported by a new R&D center we are establishing in China, alongside the further development of other engineering centers of excellence that will share challenges and synergies.
Digitalization is not an end in itself, but a means to enhance the customer experience, optimize operations and generate new growth opportunities.
Finally, what are your expectations for 2026?
We approach 2026 with realism and ambition. The environment will remain demanding, but we are starting from a stronger position: a more prepared organization, a more competitive value proposition and a solid financial base. Our objective is to continue growing profitably, advance in our transformation and fulfill our commitments to all our stakeholders.
If we have demonstrated anything in 2025, it is that Fluidra knows how to execute even in complex scenarios. That is a key strength as we look to the future.

2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA
Working, progressing and building a better world through water —that is what drives us forward.

Contents
2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA
FLUIDRA
1. FLUIDRA: WE TURN WATER INTO A BETTER WORLD
2025: progress and evolution
1.1. Our purpose
1.2. Transforming water
1.2.1. 2025 milestones
1.2.2. Transforming water at a global level
1.2.3. Solutions that flow
1.2.4. A strategy for transformation
Accelerate growth
Foster competitive differentiation
Enhance operational excellence
1.2.5. Our Value Chain
1.3. A better world
1.3.1. An environmentally conscious world
1.3.2. A world in which people matter
1.3.3. A world of responsible governance

2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
1.1 OUR PURPOSE
Our purpose is more than a statement of intent. It is the force that guides our decisions, inspires our work and defines how we act — with responsibility and integrity at every step.

We turn water into a better world
Turning water into a better world means caring for and enhancing a natural resource that is essential to life. It means innovating in the way water is managed, optimising its use and developing solutions that make it valuable for today and sustainable for the future.
Delivering on this purpose goes beyond technology. It means contributing to a better quality of life, fostering well-being and creating healthier, safer and more accessible environments. Water becomes a source of health, leisure and connection — enabling positive experiences that shape everyday life across communities.
We embrace this vision as a shared responsibility that guides how we operate and how we engage with others. Turning water into a better world requires collective commitment, resilience and the consistent integration
of sustainability, innovation and ethics into every decision — generating positive impact for people, communities and the planet.
Our environmental commitment translates into responsible action: protecting natural resources, reducing our environmental footprint and creating long-term value.
We foster an inclusive and responsible culture, placing people at the centre and supporting their growth and well-being. We promote environments where individuals feel valued and empowered, recognising diversity as a driver of innovation and collective strength.
We act with transparency and strong ethical standards, embedding our purpose across our decisions and throughout the entire value chain.
OUR VALUES

PASSION FOR SUCCESS

COLLABORATION WITH THE CUSTOMER

EXCELLENCE AND INNOVATION

TEAMWORK AND INCLUSION

LEARNING AND ADAPTING

HONESTY AND TRUST
This is how we integrate our values:
- Awareness-raising campaigns for our workforce.
- Onboarding programme for new hires.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
1.2 TRANSFORMING WATER
At Fluidra, we leverage our leadership experience in the pool and wellness sector, the expertise of our people, and our integrated business model to build a more sustainable future in which our purpose is clearly reflected in everything we do.

€2.184 M
SALES

€501 M
ADJUSTED EBITDA

€1.30
ADJUSTED EPS

6,753
HEADCOUNT
FINANCIAL MILESTONES
>€100 M
ACCUMULATED SAVINGS
(2022-2030) FROM THE
SIMPLIFICATION PROGRAM
2.2X
NET DEBT / ADJUSTED EBITDA
18%
ROCE
€0.60
DIVIDEND PAID PER SHARE
SUSTAINABILITY
MILESTONES
Water positive
BY 2030
59%
SALES OF SUSTAINABLE PRODUCTS
0.3%
WAGE GAP
70%
CARBON FOOTPRINT REDUCTION
VS 2021
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
1.2.1 2025 milestones
RESULTS
3M
Sales: €564 M (+7%), Adj. EBITDA: €131 M (+10%), Adjusted net profit: €66 M (+12%)

1° QUARTER
- The Barcelona City Council, Fluidra and INDESCAT joined forces to improve the sustainability and efficiency of swimming pools. LEARN MORE.
- We joined BCN Water Solutions to promote sustainability in sports pools. LEARN MORE.
- Fluidra Ventures invested in Lynxight to enhance pool safety through AI-powered technology. LEARN MORE.
6M
Sales: €1.227 M (+5%), Adj. EBITDA: €314 M (+6%), Adjusted net profit: €171 M (+9%)

2° QUARTER
- We announced the acquisition of a 27% stake in pool cleaning robot manufacturer Aiper to form a strategic alliance. We also accelerated our digital strategy with the acquisition of Pooltrackr. LEARN MORE.
- We presented our strategic plan and mid-term outlook at the Capital Markets Day. LEARN MORE.
- We unveiled our "Water Positive" strategy, committing to returning more water to the environment than we use in our operations by 2030. LEARN MORE.
9M
Sales: €1.724 M (+5%), Adj. EBITDA: €411 M (+6%), Adjusted net profit: €213 M (+10%)

3° QUARTER
- We developed new projects focused on luxury tourism in Dubai, Egypt and Mexico, totalling €5 million.
- Fluidra Ventures invested in Hotta to accelerate energy-efficient pool heating, enabling the simultaneous cooling of data centres. LEARN MORE.
- We recognised the work of pool professionals at the Fluidra International Pool Pro Day.
- We improved our ESG rating from 72 to 77 in S&P.
12M
Sales: €2.184 M (+4%), Adj. EBITDA: €501 M (+5%), Adjusted net profit: €250 M (+8%)

4° QUARTER
- For the fifth consecutive year, leading North American distributors recognised Fluidra's performance. LEARN MORE.
- We agreed to acquire Variopool, a leading provider of movable floors and walls for commercial and competition pools. LEARN MORE.
- We completed the initial 27% investment in Aiper. LEARN MORE.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
1.2.2 Transforming water at a global level
Our purpose is to transform water to create a better world and to expand the pool and wellness experience we deliver across the globe. Fluidra operates in three major regions, offering products and solutions tailored to each market and to people's needs, while holding a leading position in most of the countries in which it operates.

€17.400 M
APPROXIMATE VALUE OF GLOBAL POOL MARKET
13%
FLUIDRA'S SHARE OF GLOBAL MARKET


NORTH AMERICA
United States and Canada: design, manufacturing, logistics and sales.
EMEA
Europe, India, Latin America, Middle East and North Africa: design, manufacturing, logistics, distribution and sales.
APAC
Australia, China, Indonesia, Malaysia, New Zealand, Singapore, South Africa, Thailand, Vietnam: model adapted to each market.
€9.300 M
MARKET SIZE
53% 43%
global market share contribution to Group's revenue
€6.800 M
MARKET SIZE
39% 49%
global market share contribution to Group's revenue
€1.300 M
MARKET SIZE
7% 8%
global market share contribution to Group's revenue
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
1.2.3 Solutions that flow
We create pool and wellness products and solutions that adapt to, respond to, and meet the needs of both residential and commercial customers. However, it is not only about delivering products that generate well-being, connection, and positive impact, but also about ensuring their ability to continue doing so over time.
These products address demand across both new pool construction projects and the maintenance, repair, and renovation required to ensure optimal performance (aftermarket).
THE IMPORTANCE OF THE AFTERMARKET
Our business model stands out for the strength and resilience of the aftermarket: a business area that represents the majority of our sales and enables us to grow by fostering customer loyalty and consolidating our position as a long-term strategic partner.
The balanced approach with which we drive customer-centric innovation ensures that we remain, today and in the future, a global benchmark in pool and wellness products and solutions.
DEMAND DISTRIBUTION OF PRODUCTS AND SERVICES

90%

10%
| RESIDENTIAL POOLS | COMMERCIAL POOLS | |
|---|---|---|
| 30% | 60% | |
| NEW RESIDENTIAL POOL CONSTRUCTION | MAINTENANCE, REPAIR AND REMODEL OF RESIDENTIAL POOL | COMMERCIAL POOLS |
| NEW POOLS | AFTERMARKET |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA

THE POOL LIFECYCLE
Construction: The lifecycle of a residential pool starts with its design and construction, which define its functionality, aesthetics, and sustainability. However, all of these factors lose their value without the most important element: quality. That is why not only a strong starting point is required, but also the pool's ability to evolve over time.
Maintenance / Repair: Once built, it is essential to care for the pool and maintain water quality through consumable products for cleaning, chemical control, and equipment care. Over time, maintenance, repair, or replacement of key components may be required to ensure optimal performance—for example, replacing a pump or repairing a filter.
Renovation: From around year 17 onwards, a significant number of users choose to enter the renovation phase to adapt their pools to current trends and reduce repair costs. This may involve adopting new solutions in energy efficiency, connectivity, and sustainability.
2025 Integrated Annual Report
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WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
BUSINESS LINES
98% POOL & WELLNESS

70% RESIDENTIAL
- Basic equipment: pumps, valves, filters, heaters, ladders, showers, grates, lights and cleaning accessories.
- Specialized equipment: robotic cleaners, pool covers, fire and water features, slides, diving boards, and connected products.
- Spare parts.
- Above-ground pools and ponds.

9% COMMERCIAL
- Products and services for public-use aquatic facilities: hotel and resort swimming pools, water parks, municipal swimming pools, competition pools, fountains, lagoons and aquariums.
- Wellness products: saunas, steam baths, sensory showers, Nordic baths, and more.

15% RESIDENTIAL POOL WATER TREATMENT
- Systems for maintaining water quality in residential pools: disinfection systems (like salt chlorinators and UV equipment), pH regulators, pumps and other accessories.
- Chemical products.

4% FLUID HANDLING
- Fluid handling and control systems and components for the pool market: pipes, valves, and accessories made from thermoplastic materials, designed to carry fluids safely and efficiently.
2% IRRIGATION, INDUSTRIAL AND OTHER
Irrigation accessories for landscaping around pools and fluid handling and flow control products for industrial use.
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
RESIDENTIAL POOL EQUIPMENT
Our product portfolio is the broadest on the market. This makes us leaders in pool and wellness equipment and allows us to meet all our customers' needs with a diverse range of products, from skimmers and diving boards to more sophisticated solutions such as robotic pool cleaners and our connectivity options.
- Connectivity (IoT)
- Ladders and showers
- Diving boards and water equipment
- Cleaning accessories
- Heat pumps
- Valves
- Filters
- Disinfection equipment
- Pumps
- Water care
- Robots and other cleaners
- White goods
- Pool covers
- Fire features
- LED lighting
- Smart pool assistant

2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
OUR CORE BRANDS
NORTH AMERICA
Jandy
A full range of high-tech pumps, filters, heaters, lights, valves, and chlorinators, along with automated solutions for pool equipment management.
ASTRALONIA
A full range of high-tech products for building, renovating, and maintaining residential and commercial pools, water parks, spas, and wellness centers.
EMEA
APAC
GRE
Above-ground pools, cleaning accessories, and maintenance products for retail distribution.
Polaris
Leading brand of robotic pool cleaners, known for their durability and iconic design.
ZODIAC
Globally recognized brand for pool maintenance, offering pool cleaners, pumps, and heaters.
CTX pro
Renowned chemical, management and dosing equipment brand, widely recognized across Southern Europe.


2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
We place the customer at the centre of everything we do, delivering quality, innovation, and service that build trust and long-lasting relationships
OUR FOCUS IS ON OUR CUSTOMERS
At Fluidra, our customers are at the core of everything we do. We are committed to helping them grow their business by providing quality products and innovative services. At the same time, we strive to offer end users an exceptional pool and wellness experience, combining comfort, sustainability, and technology.
At Fluidra, we work hard to deliver the right product when it's needed, backed by impeccable after-sales service. We are constantly developing innovative and sustainable products and services to satisfy our customers' needs. Our goal: more enjoyment and wellbeing.
Quality
One of our priorities is to ensure customer satisfaction, experience, and loyalty by delivering the highest quality. Ensuring the excellence of the service we provide is crucial to our business. This is how we earn and retain our customers' trust.


AWARDS IN 2025
For the fifth straight year, Fluidra has proven that a customer-centric approach is the key to earning top honors from three of our most prominent distributor partners in the United States: POOLCORP, WINDO and IDN. These awards reflect our unwavering commitment to customer satisfaction, operational excellence, and unmatched sales and marketing support, reinforcing our position as industry leaders.
- Pool Corp: Customer Experience Award.
- WINDO: Vendor of the Year Award.
- IDN: Large Vendor of the Year Award & Sales and Marketing Excellence Award.
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WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
MEDIUM TERM TARGETS

6% to 8%
ANNUAL SALES GROWTH

>25%
ADJUSTED EBITDA MARGIN

>17%
ROCE
1.2.4 A strategy for transformation
Our strategy aims to drive growth, differentiate ourselves from competitors, and enhance the operational excellence of our company, while recognising sustainability as a fundamental pillar for a business committed to acting responsibly and putting its purpose into practice.
Below, we outline each of these three pillars, which are underpinned by the five levers shown in the chart:
"At Fluidra, we work to strengthen our market leadership and create better pool experiences. Together, we drive innovation and build a sustainable future—a future in which we can all grow, collaborate, and make a real difference. To achieve this, we are transforming our business to prepare for the future.
Every step we take brings us closer to our shared purpose: transforming water to create a better world. And our strategy is the path to making it happen."
Jaime Ramírez
CEO

LEVERS
| Talent, organization and culture | Financial discipline | Technology, data and digitalization | Ongoing transformation | Sustainability road map |
|---|---|---|---|---|
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WE ARE FLUIDRA 1. Fluidra we turn water into a better world
FLUIDRA
ACCELERATE GROWTH
Our objective is to lead the key markets in which we operate. This involves increasing our market share, staying close to our customers—particularly in the aftermarket—and adapting to local needs. It also means driving commercial excellence through effective growth management, pricing strategies, go-to-market execution, and digital marketing initiatives.
We are developing smart digital tools to connect more effectively with users and professionals, creating new opportunities. Through our M&A programme, we will continue to further accelerate our growth.
2025 ACHIEVEMENTS
- Improvement in market share in the main markets in which we operate
- Implementation of commercial excellence initiatives, particularly in pricing
- Recognised as "Supplier of the Year" by the leading distributors in the US for the fifth consecutive year
- Organic and inorganic growth, with the acquisitions of BAC, Aiper and Powerplastics and the agreement to buy VarioPool
KEY PILLAR INITIATIVES

CONTINUE LEADING MAIN MARKETS

GLOBAL STRENGTH, LOCALLY ADAPTED, CUSTOMER CENTRIC

COMMERCIAL EXCELLENCE IN GROWTH, PRICING AND GO-TO-MARKET

DRIVE NEW OPPORTUNITIES THROUGH M&A
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FOSTER COMPETITIVE DIFFERENTIATION
Our strength lies in offering a broad and innovative portfolio of pool solutions. We are transforming our R&D function into a global model to accelerate time to market for product launches and further differentiate ourselves from other industry players. This globalisation will also enable us to standardise certain products, generating greater efficiencies and cost savings. At the same time, we are building a digital ecosystem that will shape the future of the industry.
We thrive by delivering exceptional quality and service, earning the trust and loyalty of our customers. We also aim to lead the way in sustainability through our "Positive Pool" approach, caring for the planet as we grow.
2025 ACHIEVEMENTS
- Strengthened our commitment to innovation by investing €64m in R&D, CapEx and OpEx (c.3% of sales). Opened a new global R&D center in China.
- Added more than 60 new patents, for a total of 1,601 active patents.
- 19% of sales from new products (launched in the last five years) as a percentage of total sales.
- Accelerating our digital strategy - rolling out PoolTrackr to improve the pool professional's experience.
KEY PILLAR INITIATIVES

COMPLETE, SUSTAINABLE AND INNOVATIVE PORTFOLIO - EXCELLENT QUALITY AND SERVICE

TRANSFORMATION OF THE R&D FUNCTION, ACCELERATING TIME TO MARKET AND DIFFERENTIATION

CONNECTED DIGITAL ECOSYSTEM LEADING THE FUTURE OF THE INDUSTRY

OPEN INNOVATION UNIT - FLUIDRA LAB (SEE NEXT PAGES)
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Innovation is part of Fluidra's DNA. Every year, we bring new products to market to enhance the pool experience. As an example, we have recently launched Cellguard, an ideal solution for optimal water treatment that protects, cleans, and extends the lifespan of the electrolysis cell in salt chlorinators, reducing maintenance requirements and improving the efficiency of pool water disinfection. Our products have also been recognised by the industry across multiple categories.

- Easy and convenient all-in-one installation
- Maintenance-free
- Maximum efficiency
- Connectivity with the Fluidra Pool app
- Higher margins: up to 50% cost savings on cell materials



2025 AWARDS AND RECOGNITION
- Pool Nation Awards (United States): "Variable-Speed Pump of the Year" for Jandy VS FloPro and "Innovative Product of the Year" for Jandy Infinite WaterColors.
- Pool & Spa Marketing Readers' Choice (United States): Polaris Spabot.
- Shop Awards (Australia and New Zealand): "Best Industrial Design of Permanent Display" and "Best Display in Specialty Retail" for Halo Connect.
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Fluidra LAB / Fluidra Ventures is Fluidra's Corporate Venture Capital (CVC) fund. It was launched in 2024 with an initial capital of €20 million to invest in technology-driven startups. Through Fluidra Ventures, we connect the company with external players in the innovation ecosystem—such as startups, universities, and research centres—to explore innovative solutions, collaborations, and projects that create value for the pool and wellness sector.
The fund aims to support early-stage companies with disruptive proposals and high potential impact in areas such as efficiency, connectivity, sustainability, and safety. Below is an overview of the four startups acquired by Fluidra Ventures to date:

4/3/2024
Coral Smart Pool is a technology company whose mission is to transform the pool experience through Artificial Intelligence (AI), with an initial focus on pool safety. Coral is a pioneer in award-winning computer vision and machine learning technology for monitoring activity in swimming pools. The company is at the forefront of developing smart, intuitive, and user-friendly solutions for residential pools.
1/10/2024
Ecotropy is the developer of DataPool, a digital twin solution that enables real-time monitoring, analysis, and optimisation of the energy, water, and operational performance of commercial pools. This technology helps reduce energy consumption, decrease water and chemical use, and significantly improve water quality and the sustainability of aquatic facility management.
deep vision
lynxight
19/3/2025
Lynxight is a leading company in Al-based safety solutions for commercial pools. Its AI-powered monitoring platform transforms standard pool cameras into intelligent lifeguards by enhancing real-time swimmer detection, movement analysis, and drowning prevention capabilities.
hotta
25/9/2025
Hotta is a fast-growing climate-tech start-up offering plug-and-play heat recovery systems powered by data centre operations. Heating is one of the largest energy expenses for commercial pools, often accounting for up to $30\%$ of a facility's total energy consumption. Hotta's solution enables operators to reduce heating costs by up to $70\%$ , while eliminating the capital burden associated with purchasing or installing new heating equipment.
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FLUIDRA
ENHANCE OPERATIONAL EXCELLENCE
Making things simpler and more seamless is key to the way we operate. We are committed to building best-in-class operations that drive excellence and enable growth, while ensuring competitiveness and efficiency across the entire value chain and remaining mindful of today's geopolitical landscape.
We seek to optimise processes, strengthen our supply chain, and leverage technology to work smarter and unlock new opportunities. By empowering our teams, enhancing safety, and fostering a high-performance culture, we aim to achieve our best version every day.
2025 ACHIEVEMENTS
- Achieved the €100M gross savings target from the Simplification Programme for the 2023-2025 period (see Section 2 for further details).
- Strengthened our commitment to operational excellence by investing in technology to unlock more efficiencies (S&OP tools, new ERP).
- Completed the development of the new plan to improve efficiency and generate an additional €120M in savings (see next page for further details).
KEY PILLAR INITIATIVES

AGILE, RESILIENT AND COMPETITIVE PROCUREMENT AND SUPPLY CHAIN

SIMPLIFICATION OF OUR MANUFACTURING FOOTPRINT, GAINING ECONOMIES OF SCALE

EMPOWERED, SAFE AND HIGH-PERFORMING TEAMS

INVESTMENT IN TECHNOLOGY TO BECOME MORE EFFICIENT

OPERATIONAL EXCELLENCE TO IMPROVE PRODUCTIVITY
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NEW EFFICIENCY PLAN 2026-2030

STRATEGIC LEVER
STRATEGIC SUPPLIER MANAGEMENT
DESIGN TO VALUE (DTV) REDESIGN

FLEXIBLE AND SCALABLE INDUSTRIAL FOOTPRINT
NEXT OPPORTUNITY
Data-driven procurement and collaboration with suppliers to reduce costs and inefficiencies
Expanding the Design to Value (DtV) approach from a cost-focused perspective to a holistic portfolio optimisation, supported by platforms and modularisation
Designing a future-ready industrial footprint based on key processes to maximise efficiency



Note: This programme is associated with approximately €50m in non-recurring expenses
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1.2.5 Our Value Chain
One by one, like every drop on the water’s surface, each element of our value chain plays a crucial role in the company’s success, relying on the dedication of our teams and suppliers to achieve our goals.
- Design and conceptualization
-
R&D Centers
-
Supply Chain
2.a Suppliers of raw materials, components and semi-finished products
2.b Manufacturing suppliers
2.c Third-party finished products -
Manufacturing
-
Fluidra manufacturing plants
-
Logistics
-
Logistics centers
-
Distribution
5.a Commercial Pools & Wellness Center Division
5.b Fluidra PRO Centers
5.c Sales offices
5.d Online portals & e-commerce -
Customers
6.a Commercial Pools & Wellness Center Customers
6.b Key accounts
6.c Pool professionals
6.d Mass market and consumer channels -
Consumers and end users
7.a Commercial Pools & Wellness Center Owners
7.b Residential pool owners -
After-sales
- After-sales service

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DESIGN AND CONCEPTUALIZATION
1. R&D Centers
6
REGIONAL CENTRES IN SPAIN, THE US AND AUSTRALIA TO SATISFY THE PARTICULAR NEEDS OF EACH MARKET. Our R&D centres have ESG product teams to make sure that sustainability is considered from the earliest design stages of our products and solutions.

SUPPLY CHAIN
2.a Suppliers of raw materials, components and semi-finished products
Suppliers of raw materials, components, and semi-finished products play a key role in ensuring the quality, sustainability, and innovation of Fluidra's products. A strategic management approach prioritizes resilience, ESG compliance, and transparency, which creates responsible supply chains aligned with the UN Sustainable Development Goals (SDGs).
2.b Manufacturing suppliers
External manufacturing plants
100%
ALIGNMENT WITH EXTERNAL MANUFACTURERS TO ENSURE THAT THEY APPLY OUR QUALITY AND COMPLIANCE STANDARDS.
2.c Third-party finished products
Third-party products and solutions included in our catalogue. This means that customers can get everything they need in one place.

MANUFACTURING
3. Fluidra manufacturing plants
44
AT OUR IN-HOUSE MANUFACTURING PLANTS WE USE TECHNOLOGIES SUCH AS PLASTIC INJECTION MOULDING, LAMINATING AND WINDING, THERMOSTATIC BLOW MOULDING, ROTOMOULDING AND METAL PROCESSING.

LOGISTICS
4. Logistics centres
Regional logistics and distribution centres to supply our points of sale catering to pool professionals, distribution centres, commercial companies and end customers. We also rely on external suppliers to support our customers wherever they are and as needed.
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DISTRIBUTION
5.a Commercial Pools & Wellness Center Division
A team specialized in the conceptualization, design and construction of commercial and wellness pools, fountains and lagoons.
5.b Fluidra PRO Centers
90 Fluidra PRO Centers: brick and mortar stores for pool professionals in strategic locations. They offer a wide range of products, technical advice and training, and provide customized solutions for customers.
5.c Sales offices
44 locations that serve as points of sale for our products.
5.d Online portals & e-commerce
Online platforms for pool professionals through which we build relationships with our customers by digitalizing interactions and services.

CUSTOMERS
6.a Commercial Pools & Wellness Center Customers
Public and private clients in charge of building and/or operating water, sports or wellness facilities.
6.b Key Accounts
We supply parts, components and finished products to large customers with their own product portfolios.
6.c Pool professionals
Professionals who sell and/or install residential pools and wellness products, such as pool builders, contractors, maintenance and service technicians, and remodelers. In some markets, retailers and third-party distributors market our products to this segment.
6.d Mass market and consumer channels
Large distributors who cater to the end user. We also work with consumer-facing customers to ensure that pool owners have direct access to essential products.

CONSUMERS AND END USERS
7.a Owners and users of commercial pools & wellness centres
Owners and operators of public and private pools, wellness centres, lakes and ponds, and their users.
7.b Residential owners and users
Consumers and end users are homeowners and anyone else who is an end user of a product sold by Fluidra.

AFTER-SALES
8. After-sales service
Technical assistance to customers and end users, provided by in-house and external personnel during the warranty period, and after the warranty has expired, upon request.
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1.3 A BETTER WORLD
At Fluidra, our purpose of transforming water into a better world guides everything we do. It materialises in a firm commitment to sustainability and in our commitment to be a responsible company. But we are not speaking only of principles: we are speaking of actions and of clear objectives, designed to advance steadily towards an increasingly sustainable operating model.
SUSTAINABILITY TOOLS
On this path towards our sustainability objectives and the materialisation of our purpose, we have a roadmap that guides us: the Responsibility Blueprint. This framework clearly defines the course to follow, focuses our efforts on sustainability and guides the company's actions in all areas, from decision-making to commercial management.

SUSTAINABILITY MASTER PLAN: RESPONSIBILITY BLUEPRINT 2020-2026
To bring our sustainability strategy to life, we have a set of tools that turn it into action: policies that set the direction, training plans that develop capabilities, incentives that align objectives and a roadmap that organises and prioritises progress.

AWARENESS AND ENGAGEMENT
We train our teams on the Responsibility Blueprint and other sustainability aspects, both on a mandatory basis and upon request from the departments.

SUSTAINABILITY GOVERNANCE
We have sustainability committees, both corporate and regional, with clear roles and responsibilities and an open view of the environment.

INCENTIVES LINKED TO SUSTAINABILITY PERFORMANCE
Since 2021, the annual and long-term incentives of the Executive Committee, its direct reports and other key individuals have been calculated taking into account the achievement of sustainability objectives.

PARTNERSHIPS FOR SUSTAINABILITY
We collaborate with organisations and stakeholders to share information and accelerate the achievement of our sustainability objectives.
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OUR RESPONSIBILITY BLUEPRINT
On this path towards our sustainability objectives and the materialisation of our purpose, we have a roadmap that guides us: the Responsibility Blueprint. This framework clearly defines the course to follow, focuses our efforts on sustainability and guides the Company's actions in all areas, from decision-making to commercial management. This plan covers the period from 2020 to 2026; therefore, during 2026 we will focus on updating it, reviewing its level of ambition and defining new strategic lines.

This framework clearly defines the course to follow, focuses our efforts on sustainability and guides the company's actions
| 5 | SENDER EQUALITY | 6 | CLEAN WATER AND SANITATION | 7 | APPROBABLE AND CLEAN ENERGY | 8 | DECENT WORK AND ECONOMIC GROWTH |
|---|---|---|---|---|---|---|---|
| 10 | REWARD INTEGRATES | 12 | RESPONSIBLE CONSUMPTION AND PRODUCTION | 13 | CLIMATE ACTION | 17 | TEMPORARY USE THE GOALS |
ENVIRONMENTAL
Climate change: we work to reduce our environmental footprint and move towards a low-carbon model.
Water: we protect and optimise the use of water.
Environmental impact: we assess and responsibly manage our impact on the environment.
Sustainable product: we develop innovative products and solutions that reduce their environmental impact throughout their entire life cycle.

SOCIAL
Quality of employment: we promote a safe, diverse and inclusive working environment that fosters people's development, well-being and engagement.
Diversity, equity, inclusion: we work to leave no one behind and to embrace multiple perspectives.
Commitment to the community: we contribute to the development of the communities in which we operate, generating a positive and shared impact.

GOVERNANCE
ESG alliances: we promote strategic partnerships with key partners to accelerate sustainable transformation.
Transparency: we communicate our sustainability performance clearly, rigorously and honestly.
Responsible management: we integrate robust corporate governance, rigorous business ethics and responsible practices throughout our value chain.
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RESPONSIBILITY BLUEPRINT OBJECTIVES AND PERFORMANCE
The Responsibility Blueprint Objectives and Performance Dashboard provides a clear and structured view of Fluidra's progress in sustainability matters. Through key indicators and objectives, it enables us to measure our performance, monitor the commitments undertaken and strengthen data-driven decision-making.
| Target | Unit of measurement | Our progress | ||||
|---|---|---|---|---|---|---|
| Base year [2021] | Current year | Final target | Page | |||
| Climate change | Achieve carbon neutrality in our operations (2027) and across the rest of the value chain (2050). | Net Scope 1 and 2 GHG emissions (% vs. 2021) in tCO2eq. | 20,981 tCO2eq | -70% tCO2eq | -100% tCO2eq (2027) | 121 |
| Net Scope 3 GHG emissions (% vs. 2021) in tCO2eq. | 9,2 MtCO2eq | 54% tCO2eq | -100% tCO2eq (2050) | 121 | ||
| Consumption of 100% electricity from renewable sources. | Percentage of renewable electricity over total electricity consumed. | 81% | 93% | 100% (2027) | 117 | |
| Water | Reduction of water consumption. | Water intensity (m3/€M sales). | 62 | 63 | N/A1 | 135 |
| Environmental impact | Sustainability certification of production companies. | Production companies certified under ISO 14001 (% of total). | 30% | 55% | 100% (2028) | 106 |
| Sustainable product | Increase the sale of sustainable products. | Sales of sustainable products (% of total sales for the year). | 41% | 59% | 80% (2035) | 156 |
| Target | Unit of measurement | Our progress | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Base year [2021] | Current year | Final target | Page | |||
| Quality employment | Reduction of accident rates. | Total Recordable Incident Rate (TRIR). | 0.77 | 0.86 | 0.5 (2026)2 | 210 |
| Ensure the well-being of our employees. | Level of engagement. | 89% | 86% | >80 | 171 | |
| Diversity, Equity and Inclusion | Achieve an adjusted net pay gap. | Adjusted gender pay gap (%). | 6% | 0.3% | +/-3% | 192 |
| Increase female representation in leadership positions. | % of women identified as successors for key positions. | 28% | 34% | 35% | 186 | |
| Commitment to the community | Increase the number of people benefiting from the actions of the Fundació Fluidra. | Number of beneficiaries (cumulative). | 22,701 | 171,900 | 415.725 (2030) | 39 |
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| Target | Unit of measurement | Our progress | ||||
|---|---|---|---|---|---|---|
| Base year [2021] | Current year | Final target | Page | |||
| Responsible management | Customer satisfaction index. | Satisfaction level (0-10). | 7.4 | 7.7 | 7,4 (2025)³ | 233 |
| Sustainability audits for critical suppliers. | Number of critical suppliers audited. | 21% | 100% | 100% (2025) | 248 | |
| Transparency | Improve our score in the S&P Corporate Sustainability Assessment. | Score achieved (0-100). | 60 | 77 | 80 (2030) | 36 |
| Improve our score in CDP Climate. | Score achieved (F-A). | B- | B | B | 36 |
SUSTAINABILITY INDICES AND RATINGS
| MSCI | Sustainalytics | S&P | CDP Climate | CDP Water | |||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 |
| AA | AA | 22.9 | 23.6 | 72 | 77 | B | B | C | B |
S&P SUSTAINABILITY YEARBOOK
In 2026, we were included in the S&P Global Sustainability Yearbook for the fourth consecutive year. The Yearbook aims to distinguish companies that, within their sector, have demonstrated strengths in corporate sustainability. Our commitment to sustainability and the transparent communication of our progress have helped us to stand out.

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70%
Reduction of carbon footprint vs 2021 baseline
93%
Use of renewable electricity
13
Sites with an environmental management system
1.3.1 An environmentally conscious world
At Fluidra, we aim to transform water into a more sustainable tomorrow and, to this end, we work to operate in a more responsible manner towards the planet and to design products conceived not only from an innovation perspective, but from an environmental awareness perspective.
THE FOUNDATIONS OF OUR ROADMAP
- Climate change: climate action focused on emissions reduction and energy efficiency.
- Water: improvement of efficiency in consumption, quality and availability.
- Environmental impact: implementation of management systems, performance improvement and legal compliance.
- Sustainable product: expansion of the range of more environmentally friendly products.
Targets:

CARBON NEUTRALITY
To be a carbon-neutral company in Scopes 1 and 2 (by 2027) and in Scope 3 (by 2050).

SUSTAINABLE PRODUCTS
To have >80% of sales of products classified as Sustainable Product by 2035.

WATER POSITIVE
To return more water to the environment than we use in our operations by 2030.

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WE ARE FLUIDRA
- Fluidra we turn water into a better world
FLUIDRA
POSITIVE POOL
A pool is well-being, health and unforgettable experiences. But what if it could be even more? At Fluidra, we asked ourselves this question and thus the concept of the Positive Pool was born.
A Positive Pool implies thinking about sustainability and about the power of water as a driver of social and environmental change. Our objective is to design, manufacture and maintain pools that actively contribute to their surroundings and to society. Fully integrated into their space, they become a key element of the ecosystem, both private and public. In the social sphere, a Positive Pool promotes inclusion, enjoyment, safety and health, as well as connection between people. From an environmental perspective, it not only reduces the consumption of water, energy and chemicals, but also adds value to the home or public space by preserving rainwater and generating energy.
Positive impact through products
Any standard pool can evolve into a Positive Pool with small changes: replacing certain products with more efficient ones (for example, covers, heat pumps, etc.)* that reduce resource consumption, as well as integrating solutions that enhance safety and accessibility.
A pool in harmony with its surroundings
The positive impact does not end with the pool, but extends to its surroundings. Through innovations such as rainwater harvesting, the installation of solar panels and other sustainable solutions, the pool can achieve net resource consumption and even generate resources for the benefit of the environment and society.
At Fluidra, we believe that the future of the pool is the future we want for the world: a future of innovation and sustainability. One that reflects our purpose: Transforming water into a better world.

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0.3%
Gender pay gap
86%
Employee engagement
171,900
Beneficiaries of the foundation
1.3.2 A world in which people matter
Water is a source of well-being and health, an indispensable resource for people, and at Fluidra we consider how to make our efforts more socially responsible, both towards the people who work with us and in terms of diversity, inclusion and commitment to the communities in which we carry out our operations.
THE FOUNDATIONS OF OUR ROADMAP
- Quality of employment: commitment to the well-being, health and safety of the workforce.
- Diversity, equity, inclusion: reduction of the gender pay gap and promotion of women in leadership.
- Commitment to the community: promotion of social initiatives.
Targets:

ZERO NET GENDER PAY GAP
Equal pay for equal work between men and women by 2024.

EMPLOYEE ENGAGEMENT
Achieve an engagement score of >80 in the employee survey by 2025.

SOCIAL POOL
Fundación Fluidra: benefit 1 million people through our social action by 2030.

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FUNDACIÓ FLUIDRA
In 2016, Fundació Fluidra was created as a legacy of one of our founders, Joan Planes Vila. Its creation made it possible to provide a more strategic and coherent approach to our corporate social responsibility initiatives, strengthening their social impact and becoming a tangible expression of our purpose.


MISSION
To ensure that everyone has access to pools, to swimming, and to the therapeutic benefits they provide; to facilitate access to water for the development of disadvantaged regions; and to promote culture as the backbone of society.
TARGETS
SOLIDARITY
ENGAGEMENT
RESPONSIBILITY
COMMUNITY
KNOWLEDGE
TRANSPARENCY
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Fundació Fluidra milestones in 2025
1. Put a Pool Project – Donation of above-ground pools
The Put a Pool project has become established as one of the Foundation's main initiatives through the donation of above-ground pools to vulnerable groups. The most significant milestone of the year was the donation of a new above-ground pool to the Sahrawi refugee camps, a context marked by a lack of infrastructure and extreme climatic conditions. Currently, three camps have a pool, with two remaining in order to achieve the objective of ensuring that all of them have one.
2. Fluidra Day
We celebrated this corporate day aimed at fostering employee involvement in the Foundation's social initiatives, promoting awareness, volunteering and commitment to social impact. In 2025, we had a total of 10 winners with different initiatives.
3. Container pool for drowning prevention Australia
We sent a container equipped with a pool inside to Australia, intended for Life Saving Society WA, an organisation dedicated to the prevention of drownings and water-related injuries in Western Australia. The facility is used for water safety education programmes and swimming lessons mainly aimed at children.
4. Training and labour market integration programme for young people
Spain (Emergim)
We developed a programme aimed at facilitating the social and employment integration of young people in situations of unemployment and/or vulnerability, through a training pathway linked to the installation and maintenance of swimming pools. The programme is carried out within the framework of the Emergim project, in collaboration with the Cambra de Comerç de Sabadell and Fundació Eveho.
5. Training programme for young people
France
We implemented a training initiative together with MFU Rennes, a training centre in France specialised in building maintenance, swimming pools and landscaping. Within the framework of a mobility project, students from the Swimming Pool Trades Programme completed professional internships in companies in Spain, Belgium and Portugal, gaining experience in real environments and broadening their technical and cultural skills.





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77
Score in S&P
Meetings
With Spanish Members of the European Parliament with responsibilities in environment and tourism
100%
Critical suppliers audited
1.3.3 A world of responsible governance
Both internally, with our employees, and externally, with our customers and end-users, we work not only to ensure the highest quality, but also to improve in order to achieve increasingly responsible and transparent management.
THE FOUNDATIONS OF OUR ROADMAP
- ESG partnerships: collaboration with international sustainability initiatives.
- Transparency: participation in public ratings.
- Responsible management: customer satisfaction and audits.
Targets:

RATING
Achieve a score of 80 in S&P by 2030

CUSTOMER SATISFACTION
Continue increasing our customer satisfaction indices.

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WE ARE FLUIDRA
FLUIDRA
2. OUR PERFORMANCE
2025: Leading a vision for the future
2.1 Financial Results
2.2 Financial position Analysis
2.3 Shareholding structure and shareholder returns
2.4 Alternative performance measures

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FLUIDRA
A year in which we accelerated growth in sales and profits, strengthened our leadership, and continued our transformation journey

€2,184 M
SALES
(7% YOY growth at constant currency)

€359 M
OPERATING NET WORKING CAPITAL
(16% ratio over sales)

€71 M
CAPEX
3% ratio over sales

€501 M
ADJUSTED EBITDA
(22.9% MARGIN OVER SALES)

€176 M
NET PROFIT
(28% YOY growth)

2.2x
NET DEBT/ADJUSTED EBITDA
(0.2x lower vs December 2024)

€1.30
ADJUSTED EPS
(14% YOY growth at constant currency)

4
COMPLETED ACQUISITIONS +1 ANNOUNCED

€0.60
DIVIDEND (PAID PER SHARE)
VS 0,55€ IN PRIOR YEAR
In addition to financial information prepared in accordance with IFRS-EU, this Integrated Report contains Alternative Performance Measures (APMs) as defined in the ESMA Guidelines. For further details, see section 2.4. Alternative Performance Measures.
The 2025 results reflect the strength of our business. It was a year in which we achieved sales of €2,184 million, improved our EBITDA margin, and reduced leverage, while completing acquisitions and paying dividends in line with our capital allocation policy.
We continue to build a leading global platform that creates value for our stakeholders: accelerating growth and gaining market share to become an even more trusted partner for our customers; investing in innovation and the development of connected, sustainable, and high-quality products to enhance the experience of pool professionals and end users; and maintaining a strong focus on efficiency and productivity to remain competitive.
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WE ARE FLUIDRA 2. Our performance
FLUIDRA
2.1 FINANCIAL RESULTS
2.1.1 Growth in a changing geopolitical environment
The year 2025 was shaped by a global economic context characterised by moderate growth and macroeconomic uncertainty. Global growth remained at moderate levels, with estimates placing it at around 3.2%, although with marked differences between advanced economies and emerging markets. Divergence persisted in economic momentum, inflation, and monetary policy expectations, and was further accentuated by trade tensions and a complex geopolitical environment. This context unfolded amid episodes of protectionism and adjustments in global supply chains, as well as politically significant international events.
The US economy continued to demonstrate resilience, supported by robust private consumption and a labour market that maintained solid employment levels. Although growth moderated compared to previous years, GDP continued to expand, while inflation remained above traditional targets during several phases of the year. These dynamics allowed the Federal Reserve to adopt a more neutral stance, incorporating expectations of potential further interest rate adjustments in 2026, depending on the evolution of prices and labour market conditions. By contrast, the eurozone closed 2025 with inflation declining towards the 2% target and a moderate growth outlook, driven mainly by domestic consumption and the services sector, despite the persistent weakness of the manufacturing sector. The European Central Bank reduced interest rates on several occasions during the first half of the year, followed by greater rate stabilisation in the second half.
On the geopolitical front, instability continued to be a relevant factor. Trade tensions between the United States and the rest of the world, with tariffs imposed and announced across various strategic sectors, maintained a high level of uncertainty, affecting supply chains, investment decisions, and the evolution of international trade flows. The conflict between Russia and
Ukraine remained unresolved, weighing on investment sentiment and trade flows in Europe, while tensions in the Middle East persisted, particularly between Israel and Iran, alongside the ongoing conflict in Gaza. Despite these uncertainties, financial markets demonstrated a notable degree of resilience.
Within the European context, Spain maintained solid economic growth throughout 2025, with GDP growth reflecting the strength of domestic consumption, tourism—which continued to post robust figures following its recovery—and the gradual improvement in foreign trade. The Spanish labour market showed further improvements, contributing to more sustainable growth in household spending.
France experienced a year marked by a degree of political uncertainty that affected business confidence and moderated the pace of economic expansion, resulting in more subdued activity in key sectors. Germany, meanwhile, faced challenges stemming from weakness in the industrial sector and softer external demand, leading to lower growth than in previous years. Nevertheless, fiscal policies and efforts to stimulate investment in strategic areas provided some support to the overall performance of the German economy.
Against this backdrop, activity related to pool maintenance and repair remained solid throughout 2025, showing a positive trend over the course of the year. This performance confirms the relevance and strength of this strategic segment, which continues to represent the majority of the Company's revenues.
Over the past five years, Fluidra estimates that the number of in-ground residential pools globally has increased by more than two million, bringing the total installed base to approximately 20 million units. This expansion of the installed base reinforces the need for solutions that ensure proper maintenance, renovation, and enjoyment, supporting structurally more recurrent demand in the coming years.
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By contrast, new residential pool construction declined moderately during the year. While it showed slightly positive performance in most European countries and Australia, it contracted in two of the main pool markets—France and the United States—which both closed 2025 with declines. For this segment, the outlook points to stabilisation throughout 2026.
From a medium-term perspective, the Company expects the new construction market to return to a growth trajectory from current historically low levels. Structural trends such as urbanisation, population shifts towards peripheral residential areas of major urban centres, and a growing appreciation of well-being and the home as a space for enjoyment will continue to support this recovery, in a context where the swimming pool continues to hold a prominent place within the residential environment.
2.1.2 Our results in 2025
The 2025 results demonstrate the strength of our business, with strong growth in sales and profits in a changing market environment.
Sales reached €2,184 million, representing a 4% increase compared to 2024 (7% at constant currency). This positive performance was driven by volume growth across all regions, together with the contribution from price increases.
Although the new pool construction market did not recover in 2025, demand for pool maintenance and repair (aftermarket) continued to grow. In addition, we continued to gain market share in our main regions, including the United States, where we were awarded "Vendor of the Year" by leading distributors for the fifth consecutive year. Lastly, acquisitions completed in 2024 and 2025 contributed approximately one percentage point to growth during the year.
In addition to growth in the residential pool segment, the expansion of the commercial pool segment also stood out, supported by the recovery of the tourism sector—particularly in Southern Europe—and continued growth in the United States.
Gross margin remained stable at 56.6%. The contribution from the Simplification Programme to reduce costs, together with implemented price increases, offset inflationary pressures, the negative impact of tariffs, and the adverse effects of product and geographic mix.
Adjusted EBITDA amounted to €501 million, a 5% increase year-on-year (9% at constant currency), with an EBITDA margin of 22.9%, improving on the previous year despite inflation in other operating costs such as personnel and logistics, as well as continued investments in technology and growth.
Operating profit increased by 19% to €309 million.
Net financial result remained stable during the year, while income tax expense increased by 25%, mainly as a result of higher operating profit in 2025.
Profit attributable to the parent company reached €176 million, a 28% increase compared to the previous year. Adjusted net profit—which mainly excludes restructuring costs, M&A and integration expenses, as well as amortisation related to acquisitions—amounted to €250 million, up 8% versus 2024.
Looking ahead to 2026, we expect an improvement in sales and a positive contribution from the Efficiency Programme to further enhance margins, as reflected in the guidance published for 2026.
GUIDANCE FOR 2026
| Guidance 2026 (at constant FX) | 2025 Results (€M) | |
|---|---|---|
| Sales (YoY evolution) | +3% to +7% | 2,184 |
| Adjusted EBITDA (% margin) | 23,3% to 24,3% | 501 |
| Adjusted EPS (YoY evolution) | +4% to +13% | 1.30 |
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FINANCIAL RESULTS
| €M | 2025 | % Ventas | 2024 | % Ventas | Evol. 25/24 |
|---|---|---|---|---|---|
| Sales | 2,184 | 100% | 2,102 | 100% | 3.9% |
| Gross margin | 1,236 | 56.6% | 1,190 | 56.6% | 3.9% |
| Opex | 735 | 33.6% | 712 | 33.9% | 3.1% |
| Adjusted EBITDA | 501 | 22.9% | 477 | 22.7% | 5.0% |
| D&A (non-PPA related) | 106 | 4.8% | 98 | 4.6% | 8.2% |
| Adjusted EBITA | 395 | 18.1% | 380 | 18.1% | 4.1% |
| Amortization (PPA-related) | 57 | 2.6% | 63 | 3.0% | (9.5%) |
| Restructuring, M&A, integration expenses and stock-based compensation | 29 | 1.3% | 57 | 2.7% | (49.3%) |
| Operating profit | 309 | 14.2% | 260 | 12.4% | 19.1% |
| Financial result | 66 | 3.0% | 67 | 3.2% | (0.3%) |
| Income tax expense | 64 | 2.9% | 51 | 2.4% | 25.5% |
| Profit/loss attributable to non-controlling interests | 3 | 0.1% | 4 | 0.2% | (29.5%) |
| Profit/loss attributable to the parent | 176 | 8.1% | 138 | 6.6% | 27.5% |
| Adjusted net profit | 250 | 11.5% | 233 | 11.1% | 7.6% |
RESULTS BY BUSINESS LINE
| €M | 2025 | % Ventas | 2024 | % Ventas | Evol. 25/24 |
|---|---|---|---|---|---|
| Pool & Wellness | 2,147 | 98% | 2,069 | 98% | 3.8% |
| Residential | 1,532 | 70% | 1,488 | 71% | 3.0% |
| Commercial | 200 | 9% | 185 | 9% | 8.6% |
| Residential pool water treatment | 321 | 15% | 304 | 14% | 5.4% |
| Fluid handling | 93 | 4% | 92 | 4% | 1.7% |
| Irrigation, Industrial and Others | 37 | 2% | 33 | 2% | 11.7% |
| Total | 2,184 | 100% | 2,102 | 100% | 3.9% |
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The work carried out through the Simplification Program has enabled us to become more competitive and efficient, expanding our gross margin by more than 500 bps since its implementation at the end of 2022
2.1.3 Simplification Programme
The merger with Zodiac in 2018 was a major milestone in our history. It provided a significant opportunity to expand our business—particularly in the world's largest market, the United States, where Fluidra previously had a limited presence—and to generate substantial synergies as a result of the integration of both companies. This integration was successful across all dimensions, including financial performance, culture, and product complementarity.
In 2022, we identified a further significant opportunity to generate savings and therefore launched a Simplification Programme aimed at improving our competitiveness and becoming a more efficient and effective organisation across all the areas and regions in which we operate. The programme focused on the 2023–2025 period. Upon its completion, we achieved the target of €100 million in adjusted EBITDA.
The programme involved execution costs slightly above €100 million. While the savings generated by the Simplification Programme will continue over time, the implementation costs do not extend beyond 2025. The main initiatives of the programme were as follows:
- Product offering redesign: With the objective of improving margins, we carried out a detailed analysis of our core products and their manufacturing processes to advance their simplification and standardisation, reducing component complexity and costs. This approach also enables optimisation of production processes and the generation of sustainable savings.
- In parallel, we made progress in the globalisation and specialisation of the procurement model, leveraging Fluidra's global scale to strengthen supplier negotiations, consolidate volumes, and improve supply conditions in terms of cost, service, and reliability.
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Another key lever was the rationalisation of the product catalogue, which currently comprises more than 80,000 SKUs. The gradual reduction of this complexity contributes to improved operational efficiency, inventory optimisation, and cost reduction.
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At the same time, we promoted the rationalisation of operations and the optimisation of the organisational structure, eliminating duplications across the industrial network and adapting the organisation to the current and future needs of the business.
- All of this has been made possible thanks to the talent, commitment, and efforts of the Fluidra team. The programme placed a strong focus on communication, training, and the development of an agile and dynamic culture, prepared to adapt to a changing environment while delivering high levels of performance.
Overall, a significant portion of the savings contributed to improvements in gross margin, mainly driven by the redesign of the product offering and the globalisation of the procurement model.
RESTRUCTURING, M&A AND INTEGRATION EXPENSES
"Restructuring, M&A and integration expenses" for the 2025 financial year amounted to €25 million, of which approximately €5 million was related to M&A and integration costs. These expenses mainly comprise third-party fees, specifically consultancy services for Purchase Price Allocation, due diligence support, tax advisory services, and retention costs for key personnel within the acquired companies, as well as workforce restructuring costs. These activities were carried out in connection with the following acquired companies: Aiper, PoolTrackr and Variopool.
Costs associated with the Simplification Programme in 2025 amounted to approximately €20 million. The Simplification Programme is a specific and clearly defined project designed by senior management and approved by the Board of Directors which, as mentioned above, generated slightly more than €100 million in savings over the 2023–2025 period. In the case of the Simplification Programme, operating expenses mainly consist of external consultancy services for programme management and the implementation of its various initiatives.
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2.1.4 Results by geography

SALES BY GEOGRAPHY (€M)

SALES BY GEOGRAPHY (%)

EVOLUTION OF SALES (%)
NORTH AMERICA
Inflation and a high interest rate environment contributed to weaker demand for new pool construction; however, the aftermarket segment remained stable.
Despite the slowdown in new construction, the North America business delivered solid growth, gaining market share in both the new construction and aftermarket segments, while also driving the market through initiatives linked to the Simplification Programme.
Key initiatives
The following initiatives were implemented:
- Collaboration with distributors and improvements in service levels for our residential and commercial customers.
- Implementation of customer acquisition initiatives across all market segments.
- Growth strategies focused on the residential aftermarket to increase Fluidra's share.
- Use of digital strategies to expand the customer base and access new revenue streams.
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- Operational focus to ensure optimal channel inventory positions, better supporting customer product needs.
- Continued commercial growth through a focus on the HMAC segment (Hotels, Motels, Apartments and Condominiums), while increasing presence and brand recognition in the institutional sector.
- Integration of sustainability criteria into the development of new products to expand the availability of solutions that contribute to a more efficient pool experience with lower water consumption.
2026 objectives
- Launch new innovations in connected products alongside a next-generation application ecosystem to expand our customer base and deliver a future-oriented pool experience.
- Continue executing the above strategies to drive profitable growth in 2026.
- Maintain a customer-centric approach to ensure our core business is well positioned for growth, while exploring new expansion opportunities across both the Commercial and Consumer channels.
- Sustain a strong focus on efficient operational execution across the distribution chain to support residential and commercial customers.
- Leverage the USA Swimming sponsorship to accelerate growth in the commercial institutional sector and increase consumer awareness of Fluidra's products.
EMEA (EUROPE, MIDDLE EAST, NORTH AFRICA AND LATIN AMERICA)
Performance in the region improved progressively throughout the year, with growth in all quarters of 2025, leaving behind the weakness experienced in previous years.
By territory, the weakness in new residential pool construction in France was more than offset by strong performance across the rest of the EMEA region, supported by a positive aftermarket. Brazil experienced a brief
contraction in demand, followed by a positive recovery in the fourth quarter of 2025.
The commercial pool market followed a positive trajectory, driven by tourism and group leisure activities.
Key initiatives
- Close collaboration with customers to improve satisfaction and digitalise customer relationships.
- Implementation of transformation plans focused on pricing, artificial intelligence and operational productivity.
- Strengthening foundations in terms of tools, market-proximate inventory and product portfolio to deliver best-in-class service in Central Europe and Emerging Markets.
- Migration of e-commerce sales from local environments to the cloud to standardise platforms and facilitate future country rollouts.
- Growth in the commercial pool segment, particularly in solutions.
2026 objectives
Moderating inflation and current interest rate levels could help support market growth, continuing the positive trend seen in 2025. We expect a slight increase in new pool demand—except in France, where a mild decline may persist—and an aftermarket that continues its positive momentum from 2025, resulting in continued overall growth across the region.
Key objectives for 2026 include:
- Territory-focused channel management (residential, commercial and consumer) to ensure closer alignment with customer needs—residential pool professionals, commercial pool professionals and end users—while increasing margins, generating cash and implementing sustainability policies.
- Further development of the new organisational structure to manage countries by specific territories, particularly those with similar characteristics (e.g. emerging markets), to optimise resources.
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- Ongoing launch of new products that enhance the pool experience for end users and facilitate the work of professionals.
- Creation of a new team to develop e-commerce as part of the consumer channel.
- Continued expansion and consolidation of customer relationship digitalisation processes.
- Ongoing implementation of actions to meet the objectives of our Responsibility Blueprint.
Anticipating a year of growth in line with market evolution, all initiatives are focused on strengthening customer relationships, increasing sales, margins and cash generation, while continuously implementing sustainability policies.
APAC (SOUTH AFRICA, ASIA AND PACIFIC)
The pool industry in Australia—the region's main market—remained one of the most highly penetrated globally in 2025, with a strong predominance of in-ground residential pools (concrete and fibreglass) and sustained growth in compact plunge pools and modular formats. New installations slowed due to higher interest rates and a reduced pace of new housing starts, while renovations and equipment upgrades remained resilient.
Key trends in 2025 included a shift from new construction to renovation; rapid adoption of app-based smart controls for pumps, heaters and chemical dosing; and increased demand for wellness-oriented solutions. Equipment efficiency played a decisive role in purchasing decisions, alongside ongoing safety and regulatory compliance requirements.
Maintenance services continued to consolidate, the retail channel shifted markedly towards online environments, and price transparency increased.
Overall, the outlook for 2026 points to moderate growth, with clear opportunities in energy-efficient equipment, connected automation, compact pools, and integrated service plans that prioritise lower operating costs.
Key initiatives
- Establish customer channels with a clear channel-based growth strategy.
- Conduct a comprehensive review of pricing, incentives and discounts.
- Integrate PoolTrackr—a next-generation Pool Pro software platform developed in Australia—and launch new functionalities to deliver a market-leading service application.
- Further optimise after-sales support, including continued reduction of cost of failure (COF).
2026 objectives
- Elevate the customer experience through digitalisation, faster services and AI enablement.
- Optimise supply chain and logistics to improve pre-season availability and demand forecasting.
- Simplify the portfolio through SKU rationalisation.
- Strengthen leadership capabilities at all levels and implement robust succession planning.
- Improve product lifecycle management, with more robust NPD and regulatory compliance processes.
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2.2 FINANCIAL POSITION ANALYSIS
2.2.1 Financial position
We maintain a solid financial position. In 2025, net debt decreased by €45 million to €1,087 million as of 31 December 2025, after distributing approximately €117 million in dividends and completing four acquisitions during the year.
The business' strong cash generation and the teams' efforts to reduce working capital improved the operating net working capital-to-sales ratio by 122 basis points compared to 31 December 2024.
Leverage decreased by 0.2x, primarily driven by strong operating performance, with net debt to adjusted EBITDA reaching 2.2x.
Our main sources of financing are a senior secured term loan in two currencies (TLB) and a revolving credit facility (RCF).
The TLB comprises a USD 750 million tranche and a €450 million tranche, both maturing in 2029. Notably, $80\%$ of the TLB has its interest rate risk hedged through derivatives until June 2026. The RCF amounts to €450 million and matures in 2027.
The terms of both the TLB and the RCF are linked to two environmental targets defined in our Responsibility Blueprint: achieving climate neutrality in our operations by 2027 (Scopes 1 and 2), and sourcing $100\%$ of our electricity consumption from renewable sources by 2027.
The financing has been structured in accordance with the Sustainability-Linked Loan Principles, and assurance of the KPIs will be performed annually by an independent external auditor as part of the verification of the Integrated Annual Report.

For more information, see Compliance with syndicated loan objectives.
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FREE CASH FLOW
| €M | 2025 | 2024 | Evol. 25/24 |
|---|---|---|---|
| Adjusted EBITDA | 501 | 477 | 24 |
| Net Interest paid | (54) | (63) | 9 |
| Corporate income tax paid | (47) | (100) | 53 |
| Operating working capital | (23) | 38 | (61) |
| Other operating cash flow(1) | (35) | (43) | 7 |
| CF from operating activities | 343 | 311 | 32 |
| Capex | (71) | (73) | 2 |
| Acquisitions / Divestments | (31) | (6) | (25) |
| Other investment cash flow(2) | (82) | 5 | (86) |
| CF from investing activities | (184) | (74) | (110) |
| Payments for lease liabilities | (49) | (44) | (5) |
| Treasury stock, net | 0 | 0 | (1) |
| Dividends paid | (117) | (108) | (9) |
| Financing cash flow | (166) | (151) | (14) |
| Free cash flow | (7) | 85 | (92) |
| Prior period net debt | 1,132 | 1,172 | (41) |
| FX and lease charges | (52) | 44 | (96) |
| Free cash flow | 7 | (85) | 92 |
| Net debt | 1,087 | 1,132 | (45) |
| Lease liabilities | (183) | (184) | 1 |
| Net financial debt | 904 | 948 | (43) |
- Includes Restructuring, M&A and integration expenses.
- Includes €85M of 'payments for investments accounted for using the equity method' (Phase I of Aiper).
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In 2025, we invested approximately 3% of our annual sales in Capex, with the aim of maintaining competitiveness, improving operational efficiency, and enhancing productivity, thereby contributing to margin improvement. These investments were mainly allocated to tangible assets, such as new machinery, moulds, dies, manufacturing tools, and the maintenance of production facilities. Investments in intangible assets were primarily focused on the development of innovative products.
Inorganic expansion continues to be a key element of our growth strategy. During 2025, we completed the acquisitions of four companies—BAC, Aiper, PoolTrackr and Powerplastics—and additionally agreed to the acquisition of Variopool, scheduled for completion in 2026.
These acquisitions strengthen our position in key markets and expand our portfolio of advanced solutions:
BAC Pool Systems: In January, we completed the acquisition of 100% of BAC Pool Systems, a well-established manufacturer and distributor of automatic, manual and safety pool covers for both residential and commercial pools, with operations in Germany and Switzerland.
Aiper: In April, we announced a strategic alliance and a 27% investment in Aiper valued at USD 100 million, making Fluidra a minority partner with a significant stake in a fast-growing company that is a leader in cordless pool cleaning robots, with a strong focus on technology and innovation. Aiper is redefining the pool cleaning experience and, with an attractive and clearly consumer-oriented brand, is experiencing rapid growth in direct-to-consumer sales channels, both online and through major electronics and DIY retailers. This first phase of the agreement was executed in December 2025.
In a second phase, we plan to increase our stake in Aiper to a majority position through a subsequent investment, either in cash or in kind. This Phase II investment is expected to take place once Aiper reaches revenues in excess of USD 370 million and EBITDA margins of approximately 15%.
PoolTrackr: In May, we completed the acquisition of 100% of PoolTrackr, a best-in-class Software-as-a-Service (SaaS) platform that optimises every aspect of operations for pool and spa sales and service professionals. This acquisition reinforces Fluidra's commitment to digital innovation and marks a new milestone in the execution of its strategic plan. It directly supports our differentiation strategy through digitalisation, technology and the experience ecosystem, positioning us strongly to lead the transformation of the pool industry. PoolTrackr has been launched in Australia, with a rollout in the United States expected in 2026.
Powerplastics: In November, we completed the acquisition of Powerplastics, a leading pool cover manufacturer in South Africa, which will strenghten Fluidra's local presence and leadership with a more complete portfolio offering.
Variopool: Finally, in December, we signed an agreement to acquire 100% of Variopool, a specialist in the design, production and installation of movable floors and walls for swimming pools. Through this transaction, we strengthen our position in the commercial pool segment, as Variopool's offering perfectly complements our current portfolio, creating significant cross-selling opportunities.
In addition, we have continued to explore new acquisition opportunities to consolidate our position in a fragmented and continuously evolving sector. Our strong financial position and integrated business model enable us to lead the market as one of the industry's key consolidators.
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2.3 SHAREHOLDING STRUCTURE AND SHAREHOLDER RETURNS
2.3.1 Shareholding structure and shareholders' agreements
The company's share capital amounts to €192,129,070, divided into the same number of registered shares with a nominal value of one euro (€1) each, fully subscribed and paid up. All shares are of the same class and series and confer identical political and economic rights. At year-end 2025 the company held 2.2 million treasury shares, representing $1.2\%$ of share capital.
- The Board of Directors includes representation from the four founding families, Rhône Capital and, jointly, two family offices, Schwarzsee 2018, S.L. and G3T, S.L. As shown in the chart, their respective shareholdings in Fluidra at year-end amounted to $28.4\%$ , $11.7\%$ and $14.6\%$ , respectively.
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Rhône Capital is a private equity firm headquartered in New York. In 2016, it acquired Zodiac and, following its merger with Fluidra in 2018, became the Group's majority shareholder with a $42.4\%$ stake, with the intention of gradually divesting over time. Rhône Capital has progressively reduced its stake in Fluidra since July 2018 to the current $11.7\%$ , increasing the company's free float and, consequently, enhancing liquidity and facilitating the entry of new shareholders.
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Other significant holdings by institutional investors with stakes equal to or greater than $3\%$ accounted for $7.6\%$ of Fluidra's total share capital, as shown in the chart of significant shareholdings. It is worth highlighting the confidence shown by new shareholders in Fluidra during the year, underscoring the market's interest in the Company's value.
EVOLOITION OF RHÔNE CAPITAL'S HOLDING

*Adjustment of the shareholding in 2022 following the capital reduction as a result of the share buyback program.
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SIGNIFICANT SHAREHOLDINGS (AS OF DECEMBER 31, 2025)*

Founding families
20.0% ADBE Partners, S.L.
2.8% Boysr Corporate Portfolio, S.L.
2.4% Dispur Pool, S.L.
1.9% Edrem Cartera, S.L.
1.2% Piumoc Inversions, S.L.U.
Other shareholders represented on the Board of Directors
11.7% Rhône Capital
8.8% Schwarzsee, S.L.
5.7% G3T S.L.
Remaining capital
4.3% Wellington Management Company, LLP
3.3% Marathon-London
1.2% Treasury stock
36.6% Other shareholdings
- Significant shareholdings of 3% or more at December 31, 2025. For further details, see section A.2 of the Annual Corporate Governance Report. The shareholdings of institutional investors included under "Remaining capital" come from the shareholder identification carried out by an external provider..
SHAREHOLDERS' AGREEMENTS
There are currently four shareholders' agreements in force among Fluidra's shareholders.
On 5 May 2024, an agreement was entered into 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 the Company the appointment of a proprietary director (Mr Manuel Puig Rocha) representing both shareholders, and how they will exercise their rights as Fluidra shareholders for the implementation and management of the proposal made.
In November 2017, when the merger between Zodiac and Fluidra was agreed, a shareholders' agreement was entered into between the then
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majority shareholders (the founding families) and Piscine Luxembourg Holdings 1, S.à r.l., owned by Rhône Capital. This agreement regulated the rights and obligations as future shareholders of the company resulting from the merger. As of today, the provisions relating to the share transfer regime and certain other corporate governance matters, such as the appointment of directors, remain in force.
Previously, in September 2007, given the close relationship among the founding families, an agreement was entered into between them for the purpose of regulating voting rights, following the IPO, for an initial four-year period from the date the shares were admitted to trading (the Syndication Agreement). This agreement has been amended and renewed over time on eight occasions between 2007 and 2025. Currently, the consolidated text of the Syndication Agreement in force is that approved pursuant to the eighth amendment thereof, entered into on 4 December 2025, in the context of the contribution by the founding families of Fluidra shares representing jointly 20% of its share capital to ADBE PARTNERS, S.L., a company held 25% by each of the groups comprising the founding families and incorporated in 2024 for the purpose of channelling joint investments by the founding families, excluding at that time their investment in Fluidra.
The founding families and ADBE Partners, S.L. also entered into, on 2 October 2024, an investment and shareholders' agreement of ADBE Partners, S.L. (the ADBE Shareholders' Agreement), and on 4 December 2025 an amendment to the ADBE Shareholders' Agreement (the Addendum) was executed, which was necessary to reflect the contribution by the partners of ADBE Partners, S.L. of shares representing 20% of Fluidra's share capital to ADBE Partners, S.L., as well as other changes resulting from such contribution.
The Eighth Amendment to the Syndication Agreement includes as an annex the Addendum and an extract of the ADBE Shareholders' Agreement regulating the exercise of voting rights at Fluidra's shareholders' meetings and certain agreements relating to the share transfer regime of Fluidra shares by ADBE Partners, S.L., to the extent that such part of the ADBE Shareholders' Agreement (as amended pursuant to the Addendum) qualifies as a shareholders' agreement.
Prior to the execution of the Eighth Amendment, the Syndication Agreement regulated the coordinated exercise of voting rights by the founding families at Fluidra's General Shareholders' Meetings. The eighth amendment to the Syndication Agreement includes the adhesion of ADBE as a party thereto, as it has become the direct holder of Fluidra shares representing 20% of its share capital and contributed by the founding families, and modifies the syndication period, amends the operating regime of the assembly of syndicated shareholders (such that the founding families have syndicated their voting rights at Fluidra's General Shareholders' Meetings through ADBE), coordinates the Syndication Agreement and the ADBE Shareholders' Agreement, and adapts the agreements relating to the composition of Fluidra's Board of Directors and its committees, taking into account the stake that ADBE has come to hold in Fluidra, among other matters.
The full text, both in Spanish and English, of the four shareholders' agreements referred to above may be consulted on Fluidra's website. Likewise, section A.7 of the Annual Corporate Governance Report contains a description of the aforementioned four shareholders' agreements, as well as the parties involved in each of them and details of the amendment made to the Syndication Agreement during the 2025 financial year.
2.3.2 Share price information
The shares of Grupo Fluidra are listed on the Madrid and Barcelona Stock Exchanges through the Spanish Stock Exchange Interconnection System (Continuous Market), under the ticker symbol FDR.
During 2025, global equity markets were influenced by the evolution of interest rates and exchange rates at an international level, as well as by a high degree of macroeconomic uncertainty, marked by geopolitical tensions and the risk of an economic slowdown in the world's major economies. Despite this backdrop, markets generally demonstrated relatively resilient performance throughout the year.
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Within this environment, Fluidra's share price recorded a slight correction in 2025, closing the year at €23.2 per share, representing a year-on-year change of -1.5%. This performance occurred amid high market volatility and in a context in which sectors such as banking, defence and technology attracted significant capital, as reflected in the performance of the main stock indices throughout the year.
Through our results presentations, Capital Markets Day, and ongoing communications throughout the year, we have communicated industry trends and Company-specific dynamics to the financial community with full transparency.

SHARE PRICE PERFORMANCE IN 2025
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STOCK MARKET INFORMATION
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |
|---|---|---|---|---|---|---|---|
| Capitalization (thousands of euros) | 2,386,675 | 4,098,429 | 6,886,143 | 2,840,534 | 3,621,633 | 4,518,876 | 4,449,709 |
| No. of shares (x 1,000) | 195,629 | 195,629 | 195,629 | 192,129 | 192,129 | 192,129 | 192,129 |
| Closing price for the period (€) | 12.20 | 20.95 | 35.20 | 14.52 | 18.85 | 23.52 | 23.16 |
| High price for period (€) | 12.74 | 20.95 | 38.25 | 35.25 | 21.82 | 26.38 | 25.90 |
| Low price for period (€) | 8.90 | 7.72 | 18.76 | 11.93 | 14.28 | 18.10 | 17.74 |
| Total volume (thousands of shares) | 37,965 | 47,494 | 177,630 | 173,884 | 137,603 | 84,512 | 80,249 |
| Dividend (euros/share) | n/a | 0.21 | 0.40 | 0.85 | 0.70 | 0.55 | 0.60 |
| Dividend yield (%)* | n/a | 1% | 1% | 6% | 4% | 2% | 3% |
| Pay out (%) | n/a | 39% | 47% | 49% | 50% | 50% | 50% |
| Total Shareholder Return (TSR)** | 24,6% | 72,7% | 69,1% | (52.9%) | 33.5% | 27.0% | 1.0% |
| Total Shareholder Return (TSR) since 2019 | 172% |
Dividend Yield (%): A standard measure that reflects the return an investor receives in the form of dividends for each monetary unit invested in a company's shares. It is calculated as the ratio of the annual dividend paid per share to the market price of the share. *TSR (Total Shareholder Return): A standard measure of the total return a shareholder earns from an equity investment, considering both the share price appreciation and the dividends received. It represents the overall return for shareholders over a specific period. Source: www.bolsasymercadosespañoles.com
DIVIDEND
Within its set of Policies and Procedures, Fluidra has a Shareholder Remuneration Policy, approved by the Board of Directors on 9 April 2021, whose main purpose is to establish a framework for shareholder remuneration.
Within the scope of this policy, and based on confidence in the business and its cash generation capacity, during the year the Board of Directors proposed, and the Ordinary General Shareholders' Meeting approved, the distribution of a dividend of €0.60 per share, for a total amount of €117 million, which was paid in two instalments throughout 2025. Following the results achieved in 2025, the Board of Directors proposes to the Shareholders' Meeting the distribution of a dividend of €0.65 per share, charged against the profit for the year, which will be paid in the second half of 2026.
2.3.3 Investor and shareholder relations
In 2025 the management team and the investor relations team remained available to analysts and investors to communicate both our strategic direction and operational performance, as well as our business outlook.
We maintain a comprehensive investor relations programme and an open dialogue with the investment community, and we convey the feedback received to the Board of Directors.
For more information, Fluidra's Policies at www.fluidra.com
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INVESTOR RELATIONS PROGRAM IN 2025
In 2025, we held more than 260 meetings with investors, a higher figure than the previous year and well above the average for companies of similar size and sector. Our participation in international conferences and events also increased in 2025.
MEETINGS WITH ANALYSTS AND INVESTORS
| Number of: | 2025 | % total |
|---|---|---|
| Meetings with Investors | 264 | 71% |
| Meetings with analysts | 106 | 29% |
| Total meetings | 370 | 100% |
| 2025 | % total | |
| --- | --- | --- |
| Number of investors we met with | 306 | 95% |
| Number of analysts who cover Fluidra | 17 | 5% |
| Total | 323 | 100% |
Analyst coverage continues to be excellent, with a total of 17 analysts at year-end 2025, both domestic and international, who closely follow Fluidra's shares and with whom we maintain close contact. Details of the consensus of all analysts that regularly cover Fluidra are available on the corporate website..
We have continued to engage with investors focused on sustainable investments, showcasing our portfolio of sustainable products that enable the pool and wellness experience to be managed in a sustainable and efficient manner. In this regard, our Company is included in various ESG ratings and indices, as detailed in the Sustainability indices and recognitions section of this Integrated Annual Report.
The objectives of the Investor Relations area for 2026 are to maintain current levels of interaction in Europe and to continue increasing engagement with investors in the United States of America, further deepening discussions around our strategy, the fundamentals of our business and the market in which we operate, as well as Fluidra's capabilities to enhance profitability and value creation.
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2.4. ALTERNATIVE PERFORMANCE MEASURES
Introduction
Fluidra's financial information contains, in addition to the financial information prepared in accordance with IFRS, alternative performance measures ("APMs") as defined in the Guidelines issued by ESMA.
APMs are used by Fluidra's management to evaluate the group's financial performance, cash flows or financial position in making operational and strategic decisions for the group and therefore are useful information for investors and other stakeholders. Certain key APMs form part of executive directors', management and employees' remuneration targets.
APMs are prepared on a consistent basis for the periods presented in this document. We have renamed EBITDA, EBITA, Cash Net Profit and Cash EPS to "Adjusted EBITDA", "Adjusted EBITA", "Adjusted Net Profit" and "Adjusted EPS", respectively. APMs should be considered in addition to IFRS measurements, may differ from definitions given by regulatory bodies relevant to the group and to similarly titled measures presented by other companies. They have not been audited, reviewed or verified by the external auditor of the Fluidra group. Rounding may explain any slight differences in the reconciliations.
Lists of measures
1. "GROSS MARGIN"
Definition
This refers to "sales of goods and finished products" less "changes in inventories of finished goods and work in progress and raw material supplies", which is adjusted for the part of "Restructuring, M&A and integration expenses" (defined in point 6) relating to the inventory step-up as a result of business combinations. It is usually also presented as a ratio to sales.
Relevance of use
Management uses "gross margin" to evaluate the evolution of the revenue from the sale of products in relation to the cost attributable to the products sold. This shows the return on sales before operating costs.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Sales of goods and finished products | 2,184 | 2,102 |
| Changes in inventories of finished goods and work in progress and raw material supplies | (947) | (912) |
| Restructuring, M&A and integration expenses relating to the inventory step-up as a result of business combinations (APM) | (1) | 0 |
| Gross margin (APM) | 1,236 | 1,190 |
| % Gross margin over sales (APM) | 56.6% | 56.6% |
2. "OPEX"
Definition
"Opex" ("operational expenditures") refers to the total operating expenses incurred to run the business. It includes "personnel expenses" plus "other operating expenses" net of i) "income from the rendering of services", ii) "work performed by the Group and capitalised as non-current assets", iii) "profit/(loss) from sales of fixed assets", iv) "Stock based compensation expense" and v) the relevant portion of "restructuring, M&A and integration expenses" (defined in point 6) relating to "Opex".
This definition differs from the Taxonomy Regulation in accordance with Regulation (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020.
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Relevance of use
Management employs "Opex" to analyse the trend in both fixed and variable recurring operating expenses incurred to run the business from one year to the next, as well as the percentage variation in relation to sales. This is useful when analysing operating profitability.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Personnel expenses | 431 | 418 |
| Other operating expenses | 402 | 409 |
| Income from the rendering of services | (37) | (35) |
| Work performed by the Group and capitalised as non-current assets | (27) | (24) |
| Profit/(loss) from sales of fixed assets | (4) | 0 |
| Restructuring, M&A and integration expenses relating to Opex (APM) | (25) | (51) |
| Stock based compensation expense (APM) | (4) | (5) |
| Opex (APM) | 735 | 712 |
| % Opex over sales (APM) | 33.6% | 33.9% |
3. "ADJUSTED EBITDA"
Definition
"Adjusted EBITDA" means earnings before interest, taxes, depreciation and amortisation. It is calculated as "sales of goods and finished products" less i) "changes in inventories of finished goods and work in progress and raw material supplies", ii) "personnel expenses" and iii) "other operating expenses" net of i) "income from the rendering of services", ii) "work performed by the Group and capitalised as non-current assets", iii) "profit/(loss) from sales of fixed assets" and iv) "share in profit/(loss) for the year from investments accounted for using the equity method".
The resulting figure is adjusted for "Stock based compensation expense" and "Restructuring, M&A and integration expenses".
Relevance of use
"Adjusted EBITDA" is an indicator widely used by management and the financial and investment community when assessing the profitability of a company and its business. It is a metric reflecting the trend in the company's operating profitability from one year to the next, setting aside items that do not represent cash outflows. Management uses this metric periodically to set financial guidance of future performance.
It is also presented as a ratio to sales, allowing comparisons between companies, businesses and geographies.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Sales of goods and finished products | 2,184 | 2,102 |
| Changes in inventories of finished goods and work in progress and raw material supplies | (947) | (912) |
| Personnel expenses | (431) | (418) |
| Other operating expenses | (402) | (409) |
| Income from the rendering of services | 37 | 35 |
| Work performed by the Group and capitalised as non-current assets | 27 | 24 |
| Profit/(loss) from sales of fixed assets | 4 | 0 |
| Share in profit/(loss) for the period from investments accounted for using the equity method | 0 | 0 |
| Restructuring, M&A and integration expenses (APM) | 25 | 51 |
| Stock based compensation expense (APM) | 4 | 5 |
| Adjusted EBITDA (APM) | 501 | 477 |
| % Adjusted EBITDA over sales (APM) | 22.9% | 22.7% |
4. "D&A"
Definition
"D&A" ("Depreciation and Amortization") relates to "Depreciation and amortization expenses and impairment losses". The Group divides this metric into "D&A (non-PPA related)" and "Amortization (PPA related)". The former refers to depreciation and amortization expenses and impairment
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losses that are not related to business combinations. The latter reflects accounting expenditure related to the amortization of intangible assets arising from business combinations as a result of the allocation of the purchase price to the assets and liabilities acquired, such as the amortization of the value of the customer portfolio acquired.
Relevance of use
Management employs this metric, separating “Amortization (PPA related)” from the total amount of “depreciation and amortization expenses and impairment losses” in order to assess business profitability excluding the accounting effect of the acquisitions. This enhances the comparability of Fluidra's profitability over time, as well as in relation to other pool industry companies and the economy in general.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| D&A (non-PPA related) (APM) | 106 | 98 |
| Amortization (PPA related) (APM) | 57 | 63 |
| D&A (APM) | 163 | 161 |
5. "STOCK BASED COMPENSATION EXPENSE" AND "RESTRUCTURING, M&A AND INTEGRATION EXPENSES"
Definition
These expenses do not arise from ordinary business and, though they may be incurred in more than one period, they do not have continuity over time (unlike operating expenses) and they occur at a point in time or are related to a specific event.
“Stock based compensation expense” relates to the cost of management’s long-term incentive plan.
“Restructuring, M&A and integration expenses” relates primarily to the integration of recently-acquired companies or to restructuring activities, such as the implementation of the Simplification Program that began in the
second half of 2022. Most of these costs impact “Opex”, although a relatively minor part affects the “Gross margin”.
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Restructuring, M&A and integration expenses (APM) | 25 | 51 |
| Stock based compensation expense (APM) | 4 | 5 |
Relevance of use
The main performance measures employed by management exclude expenses of this kind, which arise at a point in time or relate to a specific event: “Gross margin”, “Opex”, “Adjusted EBITDA”, “Adjusted EBITA”, “Adjusted net profit”, “Adjusted EPS” and “ROCE”. This group of metrics is employed regularly by management to assess and analyse the Company’s operating performance on a comparable basis over time.
6. "ADJUSTED EBITA"
Definition
“Adjusted EBITA” is another metric that reflects business performance and is defined as “Adjusted EBITDA” less the portion of depreciation and amortisation unrelated to acquisitions.
Relevance of use
Management employs “Adjusted EBITA” as a performance metric on the basis that it enhances the comparability of Fluidra’s profitability over time, as well as in relation to other pool industry companies and the economy in general.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Adjusted EBITDA (APM) | 501 | 477 |
| Depreciation and amortisation expenses and impairment losses | (163) | (161) |
| Amortization (PPA related) (APM) | 57 | 63 |
| Adjusted EBITA (APM) | 395 | 380 |
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7. "ADJUSTED NET PROFIT" AND "ADJUSTED EPS"
Definition
"Adjusted net profit" is defined as "Profit/(loss) attributable to equity holders of the parent" adjusted for i) "Restructuring, M&A and integration expenses", ii) "Stock based compensation expense", iii) "Amortization (PPA related)", iv) the non-cash portion of the financial result and, lastly, v) the "tax effect on adjustments", which reflects the tax impact corresponding to each of the adjustments described in sections i) to iv). The calculation is performed by applying to each adjustment the tax rate corresponding to the nature and jurisdiction in which arises. "Adjusted EPS" is "Adjusted net profit" divided by the number of Company shares outstanding at the period-end, excluding the effect of treasury shares.
Relevance of use
Management employs these metrics regularly as good indicators of the Company's actual performance, since they mainly exclude both the amortization related to the accounts of the companies acquired and the expenses that do not repeat over time by nature. Adjusted EPS is one of the main metrics of reference used by Fluidra's Board of Directors when preparing the dividend per share proposal to be submitted to the General Shareholders' Meeting.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Profit/(loss) attributable to equity holders of the parent | 176 | 138 |
| Restructuring, M&A and integration expenses (APM) | 25 | 51 |
| Stock based compensation expense (APM) | 4 | 5 |
| Financial result | 66 | 67 |
| Net interest paid (APM) | (54) | (63) |
| Amortization (PPA related) (APM) | 57 | 63 |
| Tax effect on adjustments (APM) | 25 | 29 |
| Total cash adjustments (APM) | 74 | 95 |
| Adjusted net profit (APM) | 250 | 233 |
| Share count (APM) | 192 | 192 |
| Adjusted EPS (APM) | 1.30 | 1.21 |
8. "NET INTEREST PAID"
Definition
This is defined as "interest paid" in cash less "interest received" in cash, excluding any other financial expense or income. The purpose of this metric is to help to simplify the financial community's understanding of the cash flow statement.
Relevance of use
Management employs this metric regularly when assessing the Company's financial situation.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Interest paid | 58 | 66 |
| Interest received | (5) | (4) |
| Net interest paid (APM) | 54 | 63 |
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9. "OPERATING NET WORKING CAPITAL"
Definition
This is defined as the sum of the balance sheet items i) "inventories" and ii) "trade and other receivables", less "trade payables", which excludes a part of "trade and other payables" that is not entirely related to trading activities (mainly future payments of ordinary dividends and/or future payments of the acquisition price or options agreed with companies acquired, or earn-outs). This adjustment may have a relatively minor impact at the year-end, although it could be particularly relevant to some of the quarterly closings during the year.
Relevance of use
Management employs this metric regularly when analysing the Company's balance sheet and the ability to generate cash resources. As it focuses on operating activities, it provides a view of the Group's financial situation.
It is also presented as a ratio to last 12 months sales, allowing comparisons between enterprises, businesses and geographies by both management and the investment community.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Trade and other payables | 341 | 391 |
| Dividends, earn-outs and others (APM) | (1) | (5) |
| Trade payables (APM) | 341 | 386 |
| Inventories | 437 | 466 |
| Trade and other receivables | 262 | 291 |
| Trade payables (APM) | (341) | (386) |
| Operating net working capital (APM) | 359 | 371 |
| % Operating net working capital over sales (APM) | 16.4% | 17.7% |
10. "ROCE"
Definition
"Return on Capital Employed" is a return-on-capital measure used in the business. It is calculated as last 12 months "Adjusted EBITA" divided by the sum of "cash equity" and "net debt". Net debt is defined in the following section.
"Cash equity" refers to "total equity" adjusted by €527 million, which reflects the difference between the average share price for the six-month period prior to the announcement of the merger with Zodiac (€7.4 per share, the share exchange value in the merger) and the share price on the completion date (€13.7 per share, the carrying amount of the Zodiac acquisition under IFRS), multiplied by 83 million new shares issued.
"Cash equity" plus "net debt" in the denominator reflects the capital actually employed by the Company in the transaction.
"Adjusted EBITA" is a performance metric which, as indicated, excludes expenses not arising in the ordinary course of business and the expense related to the amortization of intangible assets obtained through acquisitions. This enhances the comparability of returns over time, as well as in relation to other pool industry companies. The ratio is based on last 12 months Adjusted EBITA.
Relevance of use
Management analyses ROCE regularly when assessing the Company's profitability. This measure is also widely used by the investment community when evaluating companies from different industries and geographies.
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RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Adjusted EBITA LTM (APM) | 395 | 380 |
| Total equity | 1,601 | 1,657 |
| Equity adjustments (APM) | (527) | (527) |
| Cash equity (APM) | 1,074 | 1,130 |
| Net debt (APM) | 1,087 | 1,132 |
| ROCE (%) (APM) | 18.3% | 16.8% |
11. "NET DEBT", "NET DEBT/ADJUSTED EBITDA RATIO" AND "NET FINANCIAL DEBT"
Definition
"Net debt" is calculated as the sum of i) "current and non-current bank borrowings and other marketable securities", ii) "current and non-current lease liabilities" and iii) "derivative financial liabilities", net of i) "cash and cash equivalents", ii) "non-current financial assets", iii) "other current financial assets" and iv) "derivative financial instruments".
"Net financial debt" is simply "Net debt" excluding lease liabilities. The "net debt/Adjusted EBITDA ratio" is calculated as "Net debt" divided by last 12 months "Adjusted EBITDA".
Relevance of use
"Net debt" is the main APM used by management to measure the Company's indebtedness over time. To supplement the total debt figure presented under IFRS, management analyses the "net debt/Adjusted EBITDA ratio" to assess indebtedness over time. Both metrics are broadly employed by the financial community to evaluate leverage and facilitate comparisons over time and with other businesses, as well as to value the Company.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Bank borrowings and other marketable securities | 1,042 | 1,136 |
| Lease liabilities | 183 | 184 |
| Derivative financial instruments | 0 | 0 |
| Cash and cash equivalents | (121) | (162) |
| Non-current financial assets | (8) | (5) |
| Other current financial assets | (4) | (2) |
| Derivative financial instruments | (5) | (20) |
| Net debt (APM) | 1,087 | 1,132 |
| Net debt/Adjusted EBITDA ratio (APM) | 2.2x | 2.4x |
| Lease liabilities | 183 | 184 |
| Net financial debt (APM) | 904 | 948 |
12. "CAPEX"
Definition
"CapEx" or "capex" ("Capital Expenditures") is defined as the "acquisition of property, plant and equipment" plus the "acquisition of intangible assets".
This definition differs from the Taxonomy Regulation [in accordance with Regulation (EU) 2020/852 of the European Parliament and of the Council of June 18, 2020].
Relevance of use
It is a measure of the investment effort made in each period in terms of assets for the various businesses. It reveals the allocation of resources and facilitates comparisons of investment efforts made in different periods. CapEx is made up of maintenance and growth investments. It is a common metric used by both management and the financial community.
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Acquisition of property, plant and equipment | 41 | 39 |
| Acquisition of intangible assets | 31 | 34 |
| CapEx (APM) | 71 | 73 |
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13. "FREE CASH FLOW"
Definition
"Free cash flow" is defined as the sum of: i) "CF from operating activities", ii) "CF from investing activities" and iii) "financing cash flow", which excludes the net effect of bank borrowings.
Relevance of use
Management considers this measure to be useful for understanding the Company's ability to generate available cash for distribution to shareholders, reduction of leverage and/or external growth opportunities.
Note: €85M of 'payments for investments accounted for using the equity method' (Phase I of Aiper) is included in the 'Other investment cash flow' line in 2025
RECONCILIATION
| Figures in millions of euros | 31/12/2025 | 31/12/2024 |
|---|---|---|
| Adjusted EBITDA (APM) | 501 | 477 |
| Net interest paid (APM) | (54) | (63) |
| Corporate income tax paid | (47) | (100) |
| Operating working capital | (23) | 38 |
| Other operating cash flow | (35) | (43) |
| CF from operating activities | 343 | 311 |
| CapEx (APM) | (71) | (73) |
| Acquisitions / divestments | (31) | (6) |
| Other investment cash flow | (82) | 5 |
| CF from investing activities | (184) | (74) |
| Payments for lease liabilities | (49) | (44) |
| Treasury stock, net (APM) | 0 | 0 |
| Dividends paid | (117) | (108) |
| Financing cash flow (APM) | (166) | (151) |
| Free cash flow (APM) | (7) | 85 |
| Profit /(loss) for the period before tax to Adjusted EBITDA reconciliation | 31/12/2025 | 31/12/2024 |
| --- | --- | --- |
| Profit /(loss) for the period before tax | 243 | 193 |
| Financial result | 66 | 67 |
| D&A (APM) | 163 | 161 |
| Restructuring, M&A and integration expenses (APM) | 25 | 51 |
| Stock based compensation expense (APM) | 4 | 5 |
| Adjusted EBITDA (APM) | 501 | 477 |
| Financial statements to Acquisitions / divestments reconciliation | 31/12/2025 | 31/12/2024 |
| --- | --- | --- |
| Proceeds from the sale of subsidiaries, net of drawn down cash | 0 | 0 |
| Proceeds from the sale of subsidiaries in prior years | 0 | 0 |
| Payments for acquisitions of subsidiaries, net of cash and cash equivalents | (27) | (3) |
| Payments for acquisitions of subsidiaries in prior years | (4) | (3) |
| Acquisitions / divestments | (31) | (6) |
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RENAMING CERTAIN IFRS MEASURES TO ENHANCE READABILITY
The following measures do not meet the definition of APM. They are financial measures defined by accounting standards, for which only their definition is modified or simplified to enhance readability:
"SALES"
Definition
This refers to "sales of goods and finished products", the Group's main source of operating income.
Relevance of use
Simple abbreviation for clarity. Management considers "Sales" to be the Group's main source of income and analyses its performance over time.
"PROFIT/(LOSS) ATTRIBUTABLE TO NCI"
Definition
This refers to "Profit/(loss) attributable to non-controlling interests".
Relevance of use
Simple abbreviation for clarity.
"PROFIT/(LOSS) ATTRIBUTABLE TO THE PARENT"
Definition
This refers to "Profit/(loss) attributable to equity holders of the parent".
Relevance of use
Simple abbreviation for clarity.

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Our Sustainability roadmap is guided by our purpose. Our efforts and results work towards a planet that moves towards a positive future.
2025 NON-FINANCIAL INFORMATION CONSOLIDATED STATEMENT AND SUSTAINABILITY INFORMATION
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1. GENERAL INFORMATION
ESRS 2. General Information
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- General information
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ESRS 2. GENERAL INFORMATION
BASIS FOR PREPARATION
General basis for the preparation of the consolidated non-financial information statement and sustainability information
ESRS 2 BP-1
This document constitutes the Consolidated Non-Financial Information Statement and Sustainability Information of Fluidra, S.A. and its subsidiaries (hereinafter, Fluidra or the Group). Its preparation has taken into account the consolidation scope of the Group's Consolidated Financial Statements, as detailed in "Appendix I of the Consolidated Annual Accounts".
It is also important to note that the following Group companies are included within the consolidation scope and are therefore exempt from preparing a separate Non-Financial Information Statement (NFIS) in accordance with Law 11/2018:
- Fluidra, S.A.
- Inquide, S.A.U.
- Sacopa, S.A.U.
- Trace Logistics, S.A.U.
The Consolidated Non-Financial Information Statement and Sustainability Information has been prepared in accordance with the following regulations:
- Law 11/2018 on Non-Financial Information, which transposes Directive 2014/95/EU into Spanish law.
- European Taxonomy of Sustainable Activities, including Regulations (EU) 2020/852, 2021/2139, and 2021/2178, as amended by Delegated Regulations (EU) 2022/1214, 2023/2485, and 2023/2486.
Additionally, while Directive 2013/34/EU, as amended by Directive (EU) 2022/2464 (CSRD), had not yet been transposed into Spanish law as of December 31, 2025, Fluidra has chosen to follow the joint recommendation issued by the Spanish National Securities Market Commission (CNMV) and the Accounting and Auditing Institute (ICAC).
Consequently, we have prepared this Consolidated Non-Financial Information Statement and Sustainability Information for the 2025 fiscal year in compliance with the regulations in force as of December 31, 2025, using Delegated Regulation (EU) 2023/2772, which develops the European Sustainability Reporting Standards (ESRS), as a reference for presenting the information. For this reason, Fluidra separately presents within each chapter those disclosures required by Law 11/2018 that are not explicitly covered by European regulations.
The Consolidated Non-Financial Information Statement and Sustainability Information covers both the Group's own activities and the upstream and downstream phases of our value chain. Each chapter provides additional details on the scope of the information provided.
Finally, we adhere to the provisions of ESRS 1 (section 7.7. Classified and sensitive information, and information on intellectual property, know-how, or results of innovation) regarding the requirement related to the expected durability of products. This requirement is specified in paragraph 36 a) of indicator "E5-5. Resource Outflows".
> For further information, please refer to the section "Resource outflows (products and materials)".
Disclosures in relation to specific circumstances
ESRS 2 BP-2
This Consolidated Non-Financial Information Statement and Sustainability Report has been verified by an independent third party, within the scope specified in its Verification Report, which is included in "Appendix II. External assurance report".
Likewise, the totals presented in the tables may not exactly match the sum of their individual data. This is due to the automated calculation of values that originally use figures with decimals, which may cause slight discrepancies in the final total. However, these variations do not compromise the accuracy or reliability of the reported information.
Below are the specific circumstances considered in the preparation of this Consolidated Non-Financial Information Statement and Sustainability Information:
Time horizons
The time horizons considered in this Consolidated Non-Financial Information Statement and Sustainability Information align with those described in section 6.4 of ESRS 1.
Value chain estimation
The only parameter incorporating data from upstream and downstream phases of the value chain that has been estimated using indirect sources is the calculation of Scope 3 GHG emissions. Detailed information on the methodology used for this estimation, the resulting level of accuracy, and planned improvement measures can be found in the section "Gross Scope 1, 2, 3 and Total GHG emissions" in the "ESRS E1. Climate Change" chapter.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA
Sources of estimation and outcome uncertainty
Some environmental and social parameters reported in this Consolidated Non-Financial Information Statement and Sustainability Information include partially estimated data. These estimations arise either from data unavailability for certain subsidiaries or from the absence of precise figures; however, in no case is this estimation considered material.
All instances where estimations have been used are detailed in the corresponding chapters of this document.
Changes in preparation or presentation of sustainability information
Given that the regulatory context has remained unchanged in 2025, the Sustainability Report retains the same structure and methodology applied in the previous financial year, thereby ensuring the consistency and comparability of the information presented.
This Sustainability Statement has been prepared taking into account the Omnibus Directive and the related transitional measures (quick-fix), insofar as applicable. Pending the expected approval of the updated ESRS in 2026 and in light of ongoing regulatory developments, the Company will continue to monitor the regulatory framework and consider an appropriate approach to the implementation of the revised standards in future reporting periods.
Modifications regarding prior periods
Some of the parameters reported in the Consolidated Non-Financial Information Statement and Sustainability Information for the 2025 financial year may be subject to modifications. These modifications are related to methodological updates, minor corrections or other matters, all of which have been duly explained in the corresponding sections of this Consolidated Non-Financial Information Statement and Sustainability Information.
Disclosures stemming from other legislation or generally accepted sustainability reporting pronouncements
In addition to complying with the previously mentioned regulatory frameworks, Fluidra has included additional entity-specific information in this Consolidated Non-Financial Information Statement and Sustainability Report, based on requirements and methodologies from the following voluntary sustainability reporting standards:
- GRI Standard 207: Tax (2019 version): see the "Tax" chapter.
- SASB Electrical and Electronic Equipment Industry Standard (2023 version): see the content index in "Appendix I. Tables of contents" of this Consolidated Non-Financial Information Statement and Sustainability Information.
Incorporation by reference
This document reproduces certain information that is also included in greater detail in other sections of the Consolidated Management Report (including the Annual Corporate Governance Report or the Annual Report on the Remuneration of Directors), as well as in the Consolidated Financial Statements. All these documents are part of the 2025 Integrated Annual Report of Fluidra Group, which also includes this Consolidated Non-Financial Information Statement and Sustainability Report.
Unless otherwise stated, references in this Consolidated Non-Financial Information Statement and Sustainability Report to other documents, including but not limited to other reports and websites, are for informational purposes only. The content of those documents or websites is not incorporated by reference into this document and should not be considered part of it for any purpose.
Use of phase-In provisions
This Consolidated Non-Financial Information Statement and Sustainability Information incorporates some of the phased-in provisions outlined in Appendix C of ESRS 1. General Requirements, in order to comply with disclosure requirements established in Law 11/2018 on Non-Financial Information.
Specifically, phased-in provisions have been applied to the following indicators "S1-8 Collective bargaining coverage and social dialogue", S1-12 Persons with disabilities, S1-13 Training and skills development metrics, y S1-14 Health and safety metrics.
GOVERNANCE
Fluidra's governing bodies
ESRS 2 GOV-1
In accordance with the provisions of the Spanish Companies Act (LSC) for publicly traded companies in Spain, the recommendations of the Good Governance Code for Listed Companies issued by the Spanish National Securities Market Commission (CNMV), and international best practices in corporate governance, our governance structure consists of a General Shareholders' Meeting, a Board of Directors, and an Executive Committee (MAC).
The functions and responsibilities of each of these bodies are established in the LSC and further detailed in the Bylaws, Regulations (of the General Meeting, the Board, and its Committees), and other internal rules and procedures of the Group, available on Fluidra's corporate website.
At Fluidra, we are committed to ensuring compliance with governance recommendations and international best practices, which is why we continuously review and update our regulations.
1
Refer to the approved Articles of association and Regulations on our corporate website.
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| Regulation name | Approving body | Last approval date |
|---|---|---|
| Articles of association of Fluidra, S.A. | General Shareholders' Meeting | May 8, 2024 |
| Regulations of the General Shareholders' Meeting of Fluidra, S.A. | General Shareholders' Meeting | May 5, 2022 |
| Regulations of the Board of Directors, S.A | Board of Directors | May 7, 2025 |
| Regulations of the Audit and Sustainability Committee of Fluidra, S.A. | Board of Directors | May 7, 2025 |
| Regulations of the Appointment and Compensation Committee of Fluidra, S.A. | Board of Directors | May 7, 2025 |
| Director Selection Policy | Board of Directors | March 25, 2025 |
STRUCTURE OF FLUIDRA'S GOVERNING BODIES
GENERAL SHAREHOLDERS' MEETING
BOARD OF DIRECTORS
APPOINTMENTS AND COMPENSATION COMMITTEE
AUDIT AND SUSTAINABILITY COMMITTEE
DELEGATED COMMITTEE
EXECUTIVE COMMITTEE (MAC)
General Shareholders' Meeting
The General Shareholders' Meeting is our highest decision-making and oversight body in matters within its competence. Its organisation and operation are governed by the Regulations of the General Shareholders' Meeting, updated in May 2022 and available on our corporate website.
The Regulations establish, among other matters, voting and attendance rights for any shareholder (regardless of the number of shares held), remote attendance, participation and voting.
In 2025, we held the General Shareholders' Meeting in a hybrid format, enabling our shareholders and their representatives to attend either in person or remotely via our corporate website.
Held on 7 May 2025, the General Shareholders' Meeting recorded a participation rate of 83.95% of the share capital present and represented, and all proposed resolutions for each of the items on the agenda were approved by a majority vote.
Board of Directors
Fluidra is governed by a one-tier Board of Directors, which constitutes the Company's highest decision-making body, except for matters reserved to the General Shareholders' Meeting. Within the Board of Directors, an Audit and Sustainability Committee, an Appointments and Compensation Committee and a Delegated Committee have been established.
The main mission of the Board of Directors is to approve the Company's strategy and the organisation required for its implementation, as well as to supervise and oversee that Management fulfils the established objectives and respects the corporate purpose and the Company's social interest.
Composition and diversity of the Board of Directors
In accordance with Article 36 of the Articles of Association, Fluidra's Board of Directors is composed of fourteen members, with no representation of employees or other workers.
Our Board of Directors approved on 25 March 2020, and subsequently amended on 9 May 2023 and 25 March 2025, a Board Member Selection Policy that describes the requirements to be met by candidates for the position of Director, as well as the procedures for their selection, with the aim of promoting diversity in terms of gender, nationalities, countries of origin, cultural backgrounds, experience and knowledge, always subject to the principles of merit and suitability.
The Appointments and Remuneration Committee, within the Board of Directors, is the body responsible for managing the selection process for members of the Board, in accordance with the criteria described above, as well as for annually verifying the effectiveness of the measures adopted.
Given that the Chair of the Board holds the position of Executive Director, the Board has a Lead Independent Director, Jorge Constans Fernández, appointed from among the independent directors in May 2020.
Pursuant to Article 15.5 of the Regulations of the Board of Directors, the Lead Independent Director is specifically empowered to request the convening of the Board or the inclusion of new items on the agenda of a Board meeting already convened. His functions also include coordinating and conveying the concerns of the external directors, coordinating and convening the non-executive directors, and leading the periodic evaluation of the Chair of the Board.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA
The Appointments and Remuneration Committee has continued to work to increase gender diversity on the Board of Directors in accordance with the provisions of Article 529 bis of the Spanish Companies Act.
Among these measures is the appointment of two new proprietary directors, Mercedes Grau Monjo and María del Carmen Gañet Cirera, replacing Óscar Serra Duffo and Bernardo Corbera Serra, respectively, an agreement that was approved at the General Shareholders' Meeting held on 7 May 2025. Likewise, on that date, the reappointment of Bruce W. Brooks as a proprietary director representing Aniol, S.L. and its wholly owned subsidiary Piumoc Inversions, S.L.U. was approved (until the date of such appointment, he had held the position under the category of Other External Directors), as well as the appointment of Jaime Alberto Ramírez Alzate to the Board of Directors as an Executive Director, who was also appointed on the same date by the Board of Directors as Chief Executive Officer. In addition, the aforementioned General Shareholders' Meeting approved the reappointment of Eloy Planes Corts as Executive Director and of Jorge Constans Fernández and Brian McDonald as Independent Directors. All the aforementioned appointments and reappointments approved at the General Shareholders' Meeting were for a term of two (2) years, in line with current market trends and with the provisions of section 7 of the Board Member Selection Policy, which establishes that, as a general rule, proposals for the appointment or reappointment of directors to be submitted to the General Shareholders' Meeting shall not exceed a term of two (2) years. Said section also provides, notwithstanding the foregoing, that the Appointments and Remuneration Committee and the Company's Board of Directors may propose a different term, deemed appropriate for the appointment or reappointment of any director, which must in any case comply with the maximum term of two years for the second reappointment of independent directors provided for in section 6 of the Board Member Selection Policy and the statutory maximum term of office of four years.
Following these changes, the Board of Directors maintains its current 14 members, but the gender representation has changed: to 57% men and 43% women at the end of the 2025 financial year, thus fulfilling the commitment on diversity in the composition of the Board of Directors set out in the Board Member Selection Policy.
With regard to the independence of Fluidra's Board of Directors, it stands at 43% due to the particularities of our shareholding structure, the existing shareholders' agreement and the syndication agreement of certain significant shareholders; however, 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.
As established in Article 25 of the Regulations of the Board of Directors, the actions of the members of the Board of Directors must be guided by the corporate interest, seeking the best defence and protection of the interests of all shareholders, from whom their mandate derives and to whom they are accountable. In particular, directors are obliged, among other matters, to perform their duties under the principle of personal responsibility, with freedom of judgement or opinion and independence from instructions and ties to third parties, without their responsibility being limited in any way.
As at 31 December 2025, our Board of Directors was structured as follows:
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
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COMPOSITION AND DIVERSITY OF THE BOARD OF DIRECTORS

59
years
average age
43%
women in the Board
4
nationalities
57% Spain
29% United States of America
7% Italy
7% Colombia
5.1
years
average tenure
14%
43%
43%
| 2 EXECUTIVE | G PROPIETARY | G INDEPENDENT | ||||
|---|---|---|---|---|---|---|
| Eloi Planes Corts | ||||||
| Executive Chairman | Bruce Brooks | |||||
| Member | María del Carmen Gañet | |||||
| Cirera | ||||||
| Member | Mercedes Grau Monjo | |||||
| Member | Jorge Valentín Constans Fernández | |||||
| Lead director | Bárbara Borra | |||||
| Member | Esther Berrozpe Galindo | |||||
| Member | ||||||
| P | P | |||||
| Jaime Ramírez Alzate | ||||||
| Chief Executive Officer | José Manuel Vargas Gómez | |||||
| Member | Michael Steven Langman | |||||
| Member | Manuel Puig Rocha | |||||
| Member | Brian McDonald | |||||
| Member | Aedhmar Hynes | |||||
| Member | Olatz Urroz García | |||||
| Member | ||||||
| P |
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2025 CONSOLIDATED MANAGEMENT REPORT
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Expertise and skills of the Board of Directors
The Appointments and Compensation Committee has a Board skills and competencies matrix, the purpose of which is to assess whether there is an appropriate balance in the composition of the Board of Directors and its Committees, thereby enhancing decision-making and contributing diverse perspectives to the discussion of matters within their remit.
In defining this matrix, both Fluidra's business model and its geographical locations were taken into account, and it was further complemented by the results of a benchmark of the skills and competencies considered by other IBEX-35 companies.
The development of the matrix was carried out as part of the Annual Performance Evaluation of the Board of Directors, through the following steps:
-
Each member of the Board completed a personal assessment questionnaire based on the recommendations of the European Central Bank (ECB) and the European Banking Authority (EBA).
-
Subsequently, consultants from Seeliger y Conde – Kingsley Gate conducted personal interviews with each of the members of the Board in order to review the assessment responses.
-
Finally, in February 2025, the Chief People and Transformation Officer (CPTO) presented the conclusions of the analysis to the Appointments and Compensation Committee and the Board of Directors.
During the 2025 financial year, training sessions were held for the members of the Board of Directors' Audit and Sustainability Committee, in order to ensure that they have the appropriate knowledge to oversee sustainability matters.
Below is a description of the diversity of experience (sectors, products and geographical locations of the Company) and knowledge of each of the members of the Board of Directors:
BOARD OF DIRECTORS AND COMMITTEES EXPERTISE AND SKILLS MATRIX
| Board of Directors | Audit and Sustainability Committee | Appointments and Compensation Committee | Delegated Committee | |
|---|---|---|---|---|
| Foundational | ||||
| Risk and control | ● | ● | ● | |
| Public company governance and compliance | ● | ● | ● | ● |
| Functional | ||||
| Audit and finance | ● | ● | ● | ● |
| People, talent, culture and compensation | ● | ● | ● | ● |
| Legal and regulatory | ● | ● | ● | |
| P&L leadership | ● | ● | ● | ● |
| Sustainability | ● | ● | ||
| Technology and cybersecurity | ● | ● | ● | ● |
| Business strategy | ● | ● | ● | ● |
| M&A and capital markets | ● | ● | ● | ● |
| Business related | ||||
| Business knowledge | ● | ● | ● | ● |
| B2B industrial experience | ● | ● | ||
| Consumer sector | ● | ● | ● | |
| International markets | ||||
| Europe | ● | ● | ● | ● |
| North America | ● | ● | ● | ● |
| APAC | ● | ● | ||
| LATAM | ● | |||
| Strategic | ||||
| Operational excellence | ● | ● | ● | ● |
| Innovation | ● | ● | ||
| Customer centricity | ● | ● | ● | ● |
| Organic growth and diversification | ● | ● | ● | ● |
| Digitalization | ● | ● |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA
Board of Directors' committees
At its meeting held on 6 May 2025, and with effect from the date of the General Shareholders' Meeting of 7 May 2025, the Board of Directors approved the amendment of the Regulations of the Board of Directors, the Regulations of the Audit and Sustainability Committee and the Regulations of the Appointments and Compensation Committee of Fluidra, with the aim of transferring to the Audit and Sustainability Committee certain sustainability-related functions that had previously been assigned to the Appointments and Compensation Committee.
At the same time, this amendment was used to adapt the functions of the Audit and Sustainability Committee to certain provisions of Technical Guide 1/2024 on Audit Committees of Public Interest Entities and to further develop, in greater detail, the sustainability oversight functions.
Audit and Sustainability Committee
We have an Audit and Sustainability Committee, formerly known as the Audit Committee, which is composed of four members, three of whom are independent, including its Chair, in accordance with the Regulations of the Audit and Sustainability Committee of Fluidra.
> Refer to the Regulations of the Audit and Sustainability Committee on our corporate website.
The main functions of the Audit and Sustainability Committee are as follows:
- To oversee the effectiveness of the Company's internal control, and in particular the internal control of financial, non-financial and sustainability information, internal audit and risk management systems, including tax, operational, technological, legal, social, environmental, political and reputational risks.
- To assess and periodically review the Company's environmental and social policy, in order to ensure that it fulfils its mission of promoting the corporate interest and takes into account, as appropriate, the legitimate interests of the remaining stakeholders, as well as to oversee that the Company's environmental and social practices are aligned with the established strategy and policy.
- To review the clarity and integrity of all financial, non-financial and sustainability information disclosed by the Company in its annual or interim financial reports, and any other related information.
- To monitor and oversee compliance with audit contracts, ensuring that the opinion on the annual accounts and the main contents of the audit reports are drafted in a clear and precise manner, as well as to assess the results of each audit.
- To review the Company's accounts, monitor compliance with legal requirements and the correct application of accounting principles.
- To oversee transactions with related parties.
- To propose compliance policies to the Board of Directors.
- To examine compliance with the Internal Code of Conduct and, in general, with the Company's corporate governance rules, and to make the necessary proposals for their improvement.
The Audit and Sustainability Committee ordinarily meets on a quarterly basis, in order to review the periodic financial information to be submitted to the stock market authorities, as well as the information to be approved by the Board and included in its annual public documentation.
It also meets at the request of any of its members and whenever convened by its Chair, and must do so whenever the Board or its Chair requests the issuance of a report or the adoption of proposals and, in any event, whenever it is advisable for the proper performance of its duties.
The Committee met on 6 occasions during the 2025 financial year.
Appointments and Compensation Committee
The Regulations of Fluidra's Appointments and Compensation Committee govern the operation of this Committee, which currently consists of four members, three of whom are independent, including its Chairwoman. The members of the Appointments and Compensation Committee have been appointed based on their knowledge, skills, and experience, as well as the responsibilities of the Committee.
> Refer to the Regulations of the Appointments and Compensation Committee on our corporate website.
The current composition of the Committee is aligned with the recommendation of the Spanish Good Governance Code (i.e. a majority of independent members).
The main functions of the Appointments and Compensation Committee are as follows:
- To assess the skills, knowledge and experience required on the Board of Directors and its Committees.
- To propose the appointment of Independent Directors for co-optation or for submission to the decision of the General Shareholders' Meeting.
- To examine or organise the succession of the Executive Chair and the Chief Executive Officer.
- To formulate and review the criteria to be followed for the composition of the senior management team.
- To report to and submit to the Board the appointment and removal of senior executives.
- To report to the Board on matters relating to gender diversity and the qualifications of Directors.
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2025 CONSOLIDATED MANAGEMENT REPORT
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- To set a target for the underrepresented gender on the Board and to draw up guidelines on how to achieve it.
- To propose to the Board the Remuneration Policy for Directors and senior executives and the individual remuneration of Executive Directors and senior executives.
- To ensure that the corporate culture is aligned with the purpose and values of the corporate governance rules, within the scope of its responsibilities.
- To assess the level of compliance with the criteria and objectives set for the previous year (including sustainability objectives) for the purposes of determining individual remuneration, including variable components, of Executive Directors and senior executives.
The Regulations of the Committee provide that it shall ordinarily meet on a quarterly basis. It shall also meet whenever convened by its Chair, who must do so whenever the Board or its Chair requests the issuance of a report or the adoption of proposals and, in any event, whenever it is advisable for the proper performance of its duties. The Committee met on six occasions during the 2025 financial year.
Delegated Committee
The Delegated Committee, formerly known as the Strategy and ESG Delegated Committee, has the mission of advising and making proposals to the Board on actions of strategic relevance in terms of growth, development, diversification, business transformation and technology.
In accordance with Article 12 of the Regulations of the Board of Directors, in any event, the Executive Chair and the Chief Executive Officer shall be members of the Delegated Committee, and it shall include at least two non-executive Directors, at least one of whom shall be independent, and its Secretary shall be the Secretary of the Board.
The Delegated Committee is composed of eight members: the Executive Chair, the Chief Executive Officer, three proprietary Directors and three independent Directors. The Delegated Committee did not meet during the 2025 financial year.
Executive Committee (MAC)
The Executive Committee (also known as the Management Advisory Committee or MAC) is the body responsible for the day-to-day management and operation of the Group. It is composed of the Executive Chair, the CEO and the heads of the Company's main functional areas.
At the end of the financial year, the Executive Committee was composed of 9 men (82%) and 2 women (18%), of 5 different nationalities: Spanish (55%), Colombian (9%), United States (18%), Portuguese (9%) and Mexican (9%).
EXECUTIVE COMMITTEE'S EXPERIENCE
Executive functions

ELOI PLANES CORTS
Executive Chairman
Eloi Planes holds a degree in Industrial Engineering from the Polytechnic University of Catalonia and a Master's in Business Administration from EADA. As a second-generation member of one of the founding families, he joined Fluidra (formerly Astral) as R&D director in 1994.
Since then, he has held various leadership positions within the Group, becoming CEO in 2006. Since 2016, he has served as Executive Chairman, leading Fluidra's merger with Zodiac and its entry into the IBEX-35 index. Additionally, he is the President of the Barcelona International Pool Exhibition, the Catalonia Culture Foundation, and, since 2023, holds the position of Second Vice President of the Barcelona Chamber of Commerce.

JAIME RAMÍREZ
Chief Executive Officer
Jaime Ramírez joined Fluidra on June 1, 2024, assuming the role of CEO, succeeding Bruce Brooks. He brings over 30 years of P&L responsibility and a proven track record in driving growth, with extensive experience and a strong background in the global consumer and industrial products sector. His previous roles include Executive Vice President and President of Stanley Black & Decker Inc. for the global Tools and Storage business, where he oversaw more than $10 billion in revenue and led high-performing teams worldwide. Additionally, he serves as a Board Member of Kimberly-Clark, a multinational personal care corporation.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA
Global functions

XAVIER TINTORÉ
Chief Financial and Sustainability Officer
Xavier holds a degree in Business Administration and Management and an MBA from ESADE, a CEMS Master in International Management from HEC Paris, and has completed the General Management Program at IESE. He has over 30 years of management experience, having worked at companies such as Shimizu Corporation, Dade Behring (now Siemens Healthcare), and Indo Internacional.
He joined Fluidra in 2010, where he has led various corporate areas, including finance, legal, and IT. In 2018, he was appointed Chief Financial Officer (CFO), and in 2023, he took on additional responsibilities as the leader of the Group's sustainability strategy.

SANDRA SILVA
Chief People and Transformation Officer
Sandra holds a degree in Business Administration and Management from the Universidade da Beira Interior (Portugal) and a Master's in Business Administration and Human Resources from Atlântico Business School. She has also participated in a focused leadership program at ESADE.
She has over 20 years of experience leading Human Resources departments in major companies and multinationals such as Carrefour, PepsiCo, and Almirall, where she held various leadership roles in both corporate and regional areas. She joined Fluidra in 2021 as HR EMEA Director, and in 2023, she was appointed Chief Human Resources Officer (CHRO). Since 2024, she has also overseen Health and Safety matters, as well as the Transformation Office, thus evolving her role to Chief People and Transformation Officer.

CLARA VALERA
Strategy, Investor Relations and FPGA Senior Director
Clara joined Fluidra in 2022 as Director of Investor Relations and M&A. At the beginning of this year, also took on responsibility for the Company's strategic plan. She has built her career in corporate finance, M&A / Corporate Development, Investor Relations, and Strategy, having lived and worked in both the United Kingdom and Spain, managing corporate affairs for internationally established companies. In 2024, she joined the Executive Committee (MAC) and recently assumed the new role of Senior Director of Strategy, Investor Relations, and FP&A.

KEITH MCQUEEN
Chief Product Officer
Keith holds a degree in Applied Science and Mechanical Engineering from Purdue University, Indiana, and has over 30 years of experience in engineering and operations.
He began his professional career at Whirlpool Corporation as an industrial engineer and joined Zodiac in 1995 as Global R&D Director, a position he retained after the merger with Fluidra.
In 2021, he was appointed Chief Technology Officer (CTO), bringing the IT, IoT, and Data departments under his leadership. In 2024, he assumed the position of CPO (Chief Product Officer).

JORGE MAYTORENA
Chief Operations Officer
Jorge holds a degree in Science and Mechanical Engineering from CETYS University and Arizona State University, along with postgraduate studies at the University of Warwick and INSEAD. His previous role was Vice President of Global Operations at TE Connectivity, a global leader in industrial technology manufacturing.
Jorge brings extensive experience and a proven track record in operational excellence, with over 20 years in the industry. Throughout his career, he has successfully led various initiatives that resulted in significant improvements in efficiency, productivity, and profitability. He joined Fluidra on September 1, 2024, with the responsibility of overseeing all aspects of sourcing, manufacturing, and quality at a global level.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA

XAVIER RAMÍREZ
Chief Information Officer
Xavier holds a Master's degree in Telecommunications Engineering from the Universitat Politècnica de Catalunya and an MBA from the Universitat Oberta de Catalunya.
He has more than 20 years of experience in IT leadership and digital transformation in the manufacturing, pharmaceutical and fast-moving consumer goods (FMCG) sectors. Prior to joining Fluidra, he served as CIO and Transformation Director at Domo Chemicals and held IT leadership positions at Eurofins Scientific, Ahold-Delhaize and Accenture, leading large-scale international programmes focused on efficiency, cybersecurity and business innovation.
Xavier joined Fluidra in October 2024 and became a member of the Executive Committee (MAC) in 2025. As Chief Information Officer, he oversees the global IT, cybersecurity, AI and digital transformation areas.
Regional functions

CARLOS FRANQUESA
President Southern Europe, Australia and New Zealand
Carlos holds a degree in Business Administration and Management from ESADE and has over 35 years of experience in management, sales, and operations. He began his career at Square D, a subsidiary of Schneider Electric, and later held various leadership positions within Grupo Cirsa.
Carlos joined Fluidra in 2007, where he has held multiple senior management roles, including General Manager of Fluidra's Business Unit until the merger with Zodiac in 2018. Following the merger, he became General Manager of EMEA (Europe, Middle East, India, Latin America, and North Africa). In 2024, he was appointed President of Southern Europe (Spain, Italy, France, Portugal, and Belgium), Australia, and New Zealand.

DAVID MÉNDEZ
President of Central-Northern Europe and Emerging Markets
David has developed deep expertise in the sector, having worked at Fluidra for the past 22 years, holding various international leadership roles. He has broad functional experience, having started his career at Fluidra as controller and Chief Financial Officer. Over the years, he has also been responsible for logistics, procurement, commercial operations, and business development. For the past 15 years, he has taken on broader P&L responsibilities as Area Manager for emerging markets, and later as General Manager of Fluidra's EMEA Distribution Division.
Since October 1, he has joined the Executive Committee (MAC) and assumed the role of President of the Central-Northern Europe & Emerging Markets region, overseeing the rest of Europe, along with Asia, Africa, the Middle East, and Latin America. He brings a strategic vision and extensive experience to these key regions.

JONATHAN VINER
President of North America
Jon holds a Bachelor of Science degree from the University of Warwick. He joined Fluidra in 2022 and, after serving as Executive Vice President of Commercial, Spa & Specialty, he became a member of the Executive Committee (MAC) in 2024, assuming the role of President of the North America region, overseeing operations in the United States of America and Canada.
Jon has extensive experience in sales and marketing strategy, manufacturing and supply chain optimization, organizational transformation, and financial modeling. He began his career at PwC in the United Kingdom before taking on financial management roles at Chemtura Corporation in both the UK and the US, where he also led the enterprise-wide SAP implementation. He later became President and CEO of BioLab, Inc., the global pool division of KIK Consumer Products.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- General information
FLUIDRA
Functions, responsibilities, and information provided to governing and management bodies
ESRS 2 GOV-1; ESRS 2 GOV-2
Our Board of Directors has ultimate responsibility for the Company's material incidents, risks and opportunities, as set out in the Global ESG Policy and in the Regulations of the Board of Directors and its committees.
For this purpose, the Board relies on both the Audit and Sustainability Committee and the Appointments and Compensation Committee, which carry out oversight and control functions in relation to sustainability matters (governance matters in the case of the former, and environmental and social matters in the case of the latter) that form part of the Group's Sustainability Master Plan.
Likewise, the Board is advised by the Delegated Committee, which is responsible for advising and proposing to the Board actions of long-term strategic relevance in matters of growth, development, diversification, business transformation, technology and sustainability. However, under no circumstances does it assume supervisory, control or decision-making powers.
The Board of Directors, either directly or through its committees, is periodically informed by the members of the Executive Committee and the Group's Internal Audit Director and Compliance Officer on sustainability matters within their respective areas of responsibility. This includes oversight of the process and results of the assessment of the materiality of sustainability matters by the Audit and Sustainability Committee.
With regard to the definition of targets and the monitoring of their achievement, the Audit and Sustainability Committee and the Appointments and Compensation Committee are responsible, on behalf of the Board of Directors, for overseeing the targets defined within their respective areas of competence. The Appointments and Compensation Committee is also responsible for approving the definition and level of achievement of all sustainability targets linked to the Company's Annual Incentive Plan and Long-Term Incentive Plan.
Within the Executive Committee, the Chief Financial & Sustainability Officer (CFSO) is responsible for leading the implementation of the Group's Sustainability Master Plan, also known as the Responsibility Blueprint, with the support of the Sustainability Department. His responsibilities include defining and ensuring the implementation of the actions envisaged in the plan for each sustainability matter, as well as overseeing the achievement of the targets defined in those matters of greatest relevance to the Company.
To this end, he holds regular meetings with the areas responsible for managing each sustainability matter, both individually and through the Sustainability Committees implemented at both global and regional level.
Finally, the Director of the Sustainability Department meets quarterly with the Executive Chair, the CEO and the Chief Financial & Sustainability Officer (CFSO) to monitor performance and the main challenges in relation to each sustainability matter.
Below is a diagram showing the structure and responsibilities of our governing and management bodies in relation to the oversight of sustainability matters:
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SUSTAINABILITY GOVERNANCE MODEL
BOARD OF DIRECTORS
The highest governing body responsible for approving and ensuring compliance with the commitments established in the ESG Policy and the objectives of the Sustainability Master Plan, as well as the policies and actions derived therefrom. The Board is also responsible for approving the Group's Annual Integrated Report.
EXECUTIVE CHAIRMAN
The senior representative within the Board responsible for sustainability matters. He/she holds regular meetings with the Sustainability Department, as well as with the CEO and the CFSO, to monitor performance and the main challenges in this area.
AUDIT AND SUSTAINABILITY COMMITTEE
Oversight of the sustainability strategy, with a particular focus on risk management and reporting processes; the preparation and publication of financial and non-financial information; good governance, including ethics and compliance, and transparency; and the assessment of environmental and social policies and practices.
It reports quarterly
EXECUTIVE COMMITTEE (MAC)
It is periodically informed of Fluidra's performance in this area (both by the Sustainability Department and by the other involved organisational areas) and is responsible for reviewing the policies and action plans associated with the Sustainability Master Plan prior to their submission to the Board of Directors.
It reports to the MAC at least twice a year
SUSTAINABILITY DEPARTMENT
It is responsible for defining and ensuring the execution of the Sustainability Master Plan by the departments involved, as well as for proposing the objectives and action plans necessary for its achievement, both at global and regional level. He/she holds regular meetings with the different departments to ensure that their strategies are aligned with sustainability best practices and to support their implementation.
Quarterly
SUSTAINABILITY COMMITTEES
We have one global committee and three regional committees (EMEA, AMER and APAC). They are responsible for deploying the strategy and monitoring objectives, indicators and initiatives related to environmental, social and good governance matters.
ORGANIZATIONAL AREAS
They are responsible for developing and implementing the necessary actions to ensure compliance with Fluidra's sustainability commitments and objectives.
Guidelines
Reporting
Below are the main aspects related to the implementation of the Responsibility Blueprint on which the governing and management bodies were informed during 2025.
- Presentation of the results of the materiality assessment (including the list of identified incidents, risks and opportunities) to the Executive Committee and the Board of Directors' Audit and Sustainability Committee for approval.
-
Information on the Company's performance in relation to the targets set out in the Responsibility Blueprint:
-
Executive Committee (MAC): information on the Company's performance in the Standard & Poor's (S&P) Corporate Sustainability Assessment; short-, medium- and long-term action plan for achieving the targets set out in the Long-Term Incentive Plan; Climate Transition Plan; Sustainable Product strategy.
- Audit and Sustainability Committee: presentation of performance and level of achievement of the targets defined in relation to supplier assessments and audits, "water positive" strategy, monitoring of legislative
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developments, customer satisfaction index, and scores in the S&P and CDP ratings.
- Appointments and Compensation Committee: presentation of the level of achievement of sustainability objectives linked to the 2024 Annual Incentive Plan, and proposal of targets for the 2025 financial year.
- Updates on the preparation and assurance of the Consolidated Non-Financial Information Statement and Sustainability Information for the 2024 and 2025 financial years, as well as on the process of adaptation to the European Sustainability Reporting Standards, before the Audit and Sustainability Committee.
- Update on the regulatory landscape (current and future) in the field of sustainability at global level before the Delegated Committee and the Audit and Sustainability Committee.
For further information on the specific incidents, risks and opportunities on which the bodies have been informed, please refer to the "Governance" section in each of the chapters of this Consolidated Non-Financial Information Statement and Sustainability Information.
Integration of sustainability-related performance in incentive schemes
ESRS 2 GOV-3
In accordance with the Group's Compensation Policy, the remuneration of the Company's management and other executives consists of a fixed annual salary, an annual variable remuneration (Annual Incentive Plan), and a long-term variable remuneration (Long-Term Incentive Plan).
The members of the Board of Directors and its committees, except for Executive Directors, do not receive incentives as part of their remuneration.
Annual Incentive Plan
The annual variable remuneration is subject to the achievement of both financial objectives and personal management objectives. The weight distribution of each objective within these two categories varies depending on the responsibility and position of each individual.
- Executive Chairman, CEO, and CFSO:
- 85% financial objectives.
- 15% management objectives, including 5% linked to the Group's general sustainability objectives and another 5% linked to materiality-related targets concerning the Company's own workforce.
- Other members of the Executive Committee (MAC):
- 85% financial objectives.
-
15% management objectives, including 5% linked to the Group's general sustainability objectives and another 5% linked to materiality-related targets concerning the Company's own workforce.
-
Direct reports to the MAC (MAC-1), subsidiary management teams, and other leadership positions (area heads):
- 70% financial objectives.
- 30% personal objectives, including 3% linked to the Group's general sustainability objectives and another 3% linked to materiality-related targets concerning the Company's own workforce.
In the case of the members of the Executive Committee, the percentage of the annual incentive linked to our overall sustainability objectives integrates the four most relevant targets of the sustainability strategy: reduction of the carbon footprint, increase in sales of products classified as sustainable, improvement of water efficiency in our operations, and reduction of the total recordable incident rate.
Climate-related considerations, specifically the annual carbon footprint reduction target, are included in the Annual Incentive Plan for all members of the Executive Committee (MAC), with the exception of the Chief Product Officer. The Executive Chair, CEO and CFSO have a weighting of 1.25%, while the remaining MAC members to whom this target applies have a weighting of 0.75%.
For the rest of the Company's employees, the Annual Incentive Plan incorporates the achievement of specific sustainability-related actions within their respective areas of responsibility, such as switching electricity supply to renewable sources at their facilities, reducing energy consumption intensity, carrying out water and waste audits, and implementing the Human Rights action plans scheduled for the financial year, among others.
With regard to targets related to material matters concerning the Company's own workforce, the Annual Incentive Plan has incorporated targets associated with the definition of succession plans (in order to prevent and mitigate any risk to the Company arising from the loss of key talent), the definition of individual development plans (in order to enhance the positive impacts associated with the professional development of our teams), and the promotion of diversity in recruitment processes and succession plans.
All the objectives that make up the Annual Incentive Plan for the aforementioned groups are presented by the CHRO to the Board of Directors' Appointments and Compensation Committee for approval at the beginning of the financial year. Likewise, the Committee is responsible for overseeing their achievement once the financial year has ended.
Long-Term Incentive Plan
Furthermore, all members of the Executive Committee (MAC), as well as the areas involved in defining the Company's Strategic Plan, are participants in the Long-Term Incentive Plan⁴.
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As of the end of the 2025 financial year, two long‐term incentive plans are in place:
On the one hand, the 2022--2026 Plan remains in force. It has a five‐year duration (from 1 January 2022 to 31 December 2026) and is structured into three independent three‐year cycles (2022--2024, 2023--2025 and 2024--2026). As of year‐end 2025, the 2023--2025 cycle had 111 beneficiaries and the 2024--2026 cycle had 124 beneficiaries.
On the other hand, at the 2025 General Shareholders' Meeting, a new Long‐Term Incentive Plan for the 2025--2029 period was approved. Like the previous plan, it has a five‐year duration (from 1 January 2025 to 31 December 2029) and consists of three independent three‐year cycles (2025--2027, 2026--2028 and 2027--2029). As of the end of the 2025 financial year, the 2025--2027 cycle had a total of 115 beneficiaries: 13 members of the Executive Committee (11%), 62 MAC‐1 (54%) and 40 individuals in positions classified as MAC‐2 and below (35%).
It should be noted that both plans include sustainability‐related targets.
The incentive is structured through the grant of a certain number of Performance Share Units (PSUs), which serve as a reference to determine the final number of Company shares to be delivered to beneficiaries, provided that the requirements set out in the plan are met, including: Achievement of financial targets: TSR (Total Shareholder Return) and EBITDA (90%).Achievement of the target score in the S&P Corporate Sustainability Assessment at the end of each Plan cycle (10%): 69 points in 2024, 72 points in 2025 and 74 points in 2026.
The settlement of the incentive corresponding to each cycle of the 2022--2026 Plan will take place in June of the financial year following the end of the measurement period, after approval of the corresponding annual accounts (i.e. in June 2025, 2026 and 2027, respectively). The same settlement criteria will apply to the 2025--2029 Plan.
Beneficiaries of either Plan must remain with Fluidra until the end of each cycle in order to receive the shares associated with the achievement of the relevant targets.
However, the Plans contemplate certain exceptions, such as good leaver clauses. In the event that a beneficiary leaves the Company in good faith before the end of the measurement period, the number of shares to which they are entitled in respect of each cycle will be calculated on a pro rata basis.
The Plans include the corresponding malus and clawback clauses. The Board of Directors will determine, where appropriate, whether the circumstances triggering the application of these clauses have occurred and the portion of the incentive that, if applicable, must be reduced or recovered.
With regard to the clawback clause, in line with the recommendations of the Spanish National Securities Market Commission, Fluidra may require the return of the shares delivered under each Plan cycle, their cash equivalent, or even offset such delivery against other remuneration of any nature to which the beneficiary may be entitled, if, within two years following the settlement of each cycle, it becomes evident that such settlement was wholly or partially based on information subsequently proven to be materially false or seriously inaccurate. As a new feature for the 2025 Plan, the causes include material losses resulting from negligent conduct in the performance of executive duties or from non‐compliance with the Company's internal regulations and policies.
The above applies in all cases to executive directors and to beneficiaries responsible for such information. In any case, the incentive settled for members of the Executive Committee (MAC) and the Internal Audit and Compliance function will be recalculated on the basis of correct information where the clawback clause does not apply.
Once the shares granted under the Plans have been delivered, executive directors and the remaining members of the Executive Committee (MAC) may not transfer ownership of the shares received under the Plans for a period of three years from the end date, until they hold shares equivalent to at least two times their annual fixed remuneration in the case of executive directors, and one time their annual fixed remuneration in the case of the remaining members of the Executive Committee (MAC).
However, the above shall not apply to shares that must be disposed of in order to: (a) cover costs related to their acquisition, including taxation arising from the delivery of the shares; or (b) address extraordinary circumstances, subject to prior waiver approved by the Board of Directors, following a favourable report from the Appointments and Compensation Committee.
Statement on due diligence
ESRS 2 GOV‐4
In December 2020, the Group's Board of Directors formalised the Global ESG Policy, which applies to all our activities and business relationships and sets out and specifies the commitments and principles of action that are mandatory in this area for all people within Fluidra.
Through this Policy, we commit to integrating sustainability due diligence into all our policies and processes, including the overall risk assessment, with the aim of identifying, preventing, mitigating and accounting for actual or potential negative impacts on people and the environment throughout our entire value chain.
The Sustainability Department, under the responsibility of the CFSO, is responsible for leading the sustainability due diligence process, for which it works closely with other key areas of the organisation, such as human resources, procurement, and health and safety teams, among others.
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CONTINUOUS DUE DILIGENCE PROCESS AT FLUIDRA

1 MATERIALITY ASSESSMENT
Annual identification, assessment and prioritisation of actual and potential sustainability-related incidents, risks and opportunities (IROs) (e.g. climate change, water, human rights, etc.) across the entire value chain.
2 DEFINITION / REVIEW OF THE STRATEGY
Update of the Responsibility Blueprint and development of strategies/action plans to address key sustainability matters and IROs, ensuring:
- Alignment with Fluidra's purpose, Strategic Plan and the commitments set out in the Global ESG Policy.
- Compliance with the requirements of the CSDDD (impacts on people and the environment) and other relevant regulations.
- Consistency with the corporate risk appetite (risk management).
3 IMPLEMENTATION OF THE ACTION PLANS
Execution of the defined action plans in coordination with key areas to prevent and mitigate potential adverse impacts, as well as the development of actions to eliminate/minimise and remedy any negative incidents that may have materialised across the value chain (prioritising those with the greatest severity).
4 MONITORING AND ANALYSIS
Oversight of progress against objectives (e.g. Sustainability Committees, Business Reviews, meetings of the Executive Committee and the Board of Directors, etc.) in order to assess the effectiveness of current measures and the need for new actions or strategic adjustments that ensure continuous improvement.
5 REPORTING
Disclosure of Fluidra's main IROs and how they are managed through:
- Our Sustainability Report.
- Rating agencies' questionnaires (S&P, CDP, etc.).
- Other requests and information needs of our stakeholders.
Commitment to human rights and the environment
As a member of the United Nations Global Compact, Fluidra is committed to supporting and respecting internationally recognised human rights and to ensuring that the Company is not complicit in the violation of any of them. We are also committed to maintaining a precautionary approach that favours the environment, promoting initiatives that encourage greater environmental responsibility, and supporting the development and dissemination of environmentally friendly technologies.
These commitments are set out in the Group's ESG Policy, approved by the Board of Directors, in which we also establish our commitment to:
- Having a policy commitment (Global ESG Policy), approved at the highest level, that reflects Fluidra's commitment to respecting human rights and protecting the environment.
- Having a continuous due diligence process in place to address potential and actual impacts on human rights and the environment identified through the materiality assessment process across our entire value chain.
- Establishing processes that enable the elimination, minimisation and remediation of negative impacts on human rights and the environment that Fluidra has caused or contributed to.
- Not exempting respect for human rights and the protection of the environment, even where a State does not apply its relevant national legislation, or fails to respect or breaches its international obligations in this area.
These commitments are further developed in the Code of Ethics and the Code of Ethics for Suppliers (which set out Fluidra's commitments in relation to each right), as well as in the policies, guidelines and procedures defined by each of the Company's areas (e.g. Diversity, Equity and Inclusion Policy, Health and Safety Directive, etc.).
Due diligence
In 2021, we identified the negative human rights impacts that Fluidra could cause or contribute to as a result of our activities, products, services and business relationships across the different stages of the value chain.
However, following the approval of Directive (EU) 2024/1760 on corporate sustainability due diligence (also known as the CSDDD), and as part of the process of updating the Group's sustainability materiality assessment, we have redefined the Group's due diligence process in order to unify the processes for managing environmental and human rights impacts across our value chain and to ensure full compliance with the requirements of the CSRD and the CSDDD.
Given the diversity of activities and the large number of countries in which we operate, a team of experts within the Sustainability Department, in collaboration with the responsible areas, defines the strategies and action plans to be
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implemented to prevent, mitigate and remedy material negative impacts on human rights and the environment at each stage of our value chain.
In the case of human rights impacts, particular attention is also paid to conflict-affected and high-risk situations, as well as to the rights of the most vulnerable groups related to each of the potential impacts, such as women, children, minorities, migrant workers and indigenous peoples.
Below is a summary of the process for managing human rights impacts, while the management of environmental impacts is described in the Environmental Management System section of this Consolidated Non-Financial Information Statement and Sustainability Information.
HUMAN RIGHTS ASSESSMENTS
| Denominator | Assessed / audited | Non-compliances identified | Non-compliances remedied | |
|---|---|---|---|---|
| Own operations | Employees | 65.7% | 24.4% | 20.8% |
| Supply chain | Direct suppliers (Tier-1) | 4.4% | 5.2% | 94.4% |
Own operations
The management of negative impacts in our own operations is carried out through annual human rights action plans, defined by the Sustainability Department in collaboration with the Human Resources Department for each region. These plans are tailored according to the risks associated with the Group's activities, as well as the countries in which it operates.
In the case of the Operations area, which concentrates Fluidra's manufacturing and logistics activities, the action plan focuses on the development of on-site audits at our own facilities. These audits are coordinated by the Sustainability Department through an external auditor and verify the following aspects:
- Health and Safety
- Child and forced labour, and migrant workers
- Working hours (including rest periods, overtime, flexibility measures, as well as paid leave and holidays)
- Compensation and benefits (adequate wages, overtime compensation, pay frequency, social security, etc.
- Labour practices (types of contracts, hiring practices for non-employees, availability of breastfeeding rooms, etc.)
- Workers' representation (freedom of association, election of workers' representatives, communication of concerns and needs, etc.)
- Discrimination (policies and initiatives to prevent discriminatory practices and/or harassment, adequacy of workplaces for people with reduced mobility, etc.)
- Disciplinary practices
These audits also include the participation of our own personnel through individual interviews. After each visit, the auditor prepares a corrective action plan with measures to be implemented by each site based on the non-compliances and/or recommendations identified.
In 2025, we audited our production facilities in Sparks (USA) and Salt Lake City (USA), as well as our main logistics centre in Maçanet de la Selva (Spain), in addition to the six sites audited over the previous two years.
As a result, five non-compliances were identified (three related to emergency exits and evacuation routes, and two related to the storage of hazardous substances), all of which have already been remedied. On the one hand, at our production facilities in the United States, fire drills were carried out for all shifts, ensuring that each record includes the date, time and participants. Emergency systems were also installed along all evacuation routes and at each exit door, as well as containment trays under all chemical drums to prevent potential spills. On the other hand, at our logistics centre in Maçanet de la Selva, emergency first-aid kits were clearly signposted to ensure they can be easily located in the event of an accident.
In addition, during the year we implemented the corrective measures defined to mitigate the non-compliances identified in the audits carried out in 2024 at our facilities in Hungary (with a particular focus on Health and Safety matters) and China (focused on working hours).
For further information, please refer to the chapter "ESRS S1. Own workforce".
In the case of offices and commercial branches, during the 2021-2023 period the Sustainability Department carried out a number of interviews and questionnaires sent to the human resources teams of each subsidiary, in order to identify the main areas of action on which future action plans should focus. Accordingly, the action plans for the 2023-2025 period have included initiatives in the following areas:
- Prevention of harassment and non-discrimination: development of prevention programmes and training for the entire workforce.
- Promotion of Diversity, Equity and Inclusion: definition and implementation of LGTBIQ+ action plans, provision of breastfeeding rooms, work-life balance measures, etc.
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- Physical and mental wellbeing programmes: webinars on wellbeing and nutrition topics, discounts on physiotherapy sessions, yoga sessions, etc.
- Awareness-raising campaigns and promotion of the use of the Confidential Channel.
In addition, the Sustainability Department carries out other cross-cutting actions across the organisation, such as the approval and/or review of policies, guidelines and procedures with a global scope, training activities, actions to ensure compliance with applicable regulations, and responses to information requests from our stakeholders.
> For further details of all the actions carried out, please refer to the chapters "ESRS S1. Own workforce"; "ESRS S2. Workers in the value chain"; y "ESRS S4. Consumers and end-users" of this report.
Supply chain
The management of material negative human rights impacts throughout the supply chain is the responsibility of the Procurement Department and is integrated into the supplier selection, approval and evaluation systems and processes.
> For further information, please refer to the chapter "Management of relationships with suppliers".
Grievance mechanisms
The Confidential Channel is the mechanism made available to stakeholders so that, on a confidential and anonymous basis, they can submit complaints or enquiries in relation to the principles of the Code of Ethics, any of the Group's policies or the law.
In line with Guiding Principle 31 of the United Nations Guiding Principles on Business and Human Rights, the management of the Confidential Channel is outsourced and allows the submission of anonymous communications in up to sixteen languages.
Its operation is regulated by the Speak Up Directive and the Procedure for the management of communications received through the Confidential Channel, and is overseen by the Ethics Committee. For further information, please refer to the chapter "ESRS G1. Business conduct".
Risk management and internal controls over sustainability reporting
ESRS 2 GOV-5
The sustainability department is responsible for coordinating the disclosure process for sustainability information across the entire Fluidra Group, as well as defining the necessary mechanisms and controls to ensure the integrity of the information in collaboration with the areas responsible for managing each sustainability issue.
Following the same approach as in 2024, and as a result of the regulatory changes arising from Directive (EU) 2022/2464 on corporate sustainability reporting (known as the CSRD), during the 2025 financial year Fluidra continued to implement a tool
for the collection and consolidation of all information required by the European Sustainability Reporting Standards (ESRS), as well as any other entity-specific information
Once the applicable disclosure requirements were identified in accordance with the results of the materiality assessment conducted at the end of 2023, we proceeded with defining the process for collecting the information associated with each regulatory requirement, as well as any additional Company-specific information. This included assigning responsible individuals for providing each piece of information and those responsible for its validation (area heads).
In those cases where the Company already had systems in place to manage and consolidate the required information (for example, Human Resources, Health and Safety, among others), such information has been integrated into the sustainability reporting tool. In the remaining cases, the information and the corresponding evidence have been requested directly through the tool.
In accordance with the governance model for sustainability information disclosure, each area is responsible for establishing the guidelines and controls necessary to ensure the quality, integrity and accuracy of the information related to the sustainability matters under its control. For its part, the Sustainability Department is responsible for ensuring that the information provided by the areas complies with all the requirements established by the applicable regulations and standards.
Throughout the process of preparing the Consolidated Non-Financial Information Statement and Sustainability Information, the Sustainability Department periodically informs the CFSO and the Director of Strategy, Investor Relations and FP&A (both members of the Executive Committee) of the progress of the reporting process and the main issues identified. They are also responsible for reviewing all the information included in the Consolidated Non-Financial Information Statement and Sustainability Information prior to its submission to the Board of Directors.
In addition, since the 2021 financial year, the Internal Audit Department has incorporated the verification of higher-risk information into its annual Internal Audit plan, the results of which are presented to the Board of Directors' Audit and Sustainability Committee.
Finally, in line with legal requirements, all the information contained in the Consolidated Non-Financial Information Statement and Sustainability Information is verified by an external entity, a task that was carried out by Ernst & Young during the 2025 financial year.
The approach to risk assessment and prioritization in sustainability information disclosure is based on the following criteria:
a) Origin of the information (whether it is collected at the level of each Group subsidiary or from corporate areas).
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Diversity of measurement and valuation units required for the reported information.Existence of systems and guidelines for the homogeneous collection of information across the Group.Availability of information with the level of detail required by regulations.
Based on the above criteria, the following sustainability disclosure risks have been identified:
Information related to own workforce
Risks: the definitions of the disclosure requirements established by European regulations do not always align with existing local definitions, nor do they account for specific circumstances outside the European Union. Additionally, this type of information must be requested individually from each Fluidra Group entity, increasing the risk of differences in reporting criteria.Mitigation strategies: we maintain a database containing all workforce-related information, which must be reviewed monthly at both the local and regional levels. The Annual Internal Audit Plan includes the review of data feeding into this database (e.g. contracts, payroll records, among others) in each audited company. Subsequently, the external verifier reviews workforce-related information semi-annually, assessing any significant variations and verifying documentation to ensure the accuracy and integrity of the information.
Information related to environmental aspects
Risks: the measurement units required for reporting do not always match the units used locally. As a result, there is a risk that the information reported by each Group entity may not be in the required measurement unit or that the conversion factors used do not match those established globally by the Group.Mitigation strategies: we have implemented a quarterly environmental information collection system, allowing for ongoing review of data quality by the Sustainability Department, with corrections and adjustments made throughout the year as needed. As with workforce data, this environmental information is also verified within the framework of the Annual Internal Audit Plan and reviewed three times a year by the external verifier.
Information related to products
Risks: due to Fluidra's broad product portfolio (with over 80,000 references) and the lack of detailed information from suppliers regarding the characteristics and composition of raw materials, components, and substances used in manufacturing, it is challenging to provide a complete picture of information related to substances of concern, substances of very high concern, and resource outflows (products and materials).Mitigation strategies: we have initiated engagement with suppliers to gather more detailed information on the characteristics and composition of all elements that make up the products manufactured and/or marketed by Fluidra, with the aim of expanding the scope of the information provided in the coming years.
Strategy
Strategy, business model and value chain
ESRS 2 SBM-1
Business strategy
At Fluidra, we manufacture and/or distribute nearly all the components required for the construction, renovation, improvement, and maintenance of both residential and commercial pools. The Company provides everything from basic pool equipment to products and systems for water treatment, including robotic pool cleaners, covers, and more.
Our purpose, “We turn water into a better world”, acts as the backbone of our strategy and business model. It guides us in the development of solutions that enable the responsible, efficient and sustainable enjoyment of water, both in the residential and commercial segments, and steers our long-term strategic decision-making.
This approach allows us to focus our efforts on generating sustainable value through strategic lines aligned with the three pillars of sustainability — environmental, social and governance — by integrating ESG criteria into business management. Throughout the Sustainability Report, these strategic lines are described in detail, together with the objectives and metrics that enable the assessment of their performance, the resilience of the business model and long-term value creation.
We do not have any major product categories that are prohibited in any market. However, certain specific product references within some categories have been banned from manufacturing and/or commercialization for sustainability reasons. This is the case for halogen and incandescent lights in the European Union and gas pool heaters in California (United States of America). In all these instances, Fluidra offers authorized alternative products, such as LED technology lights or heat pumps.
It is also important to highlight that we do not engage in activities within the fossil fuels sector, the controversial weapons industry, or tobacco cultivation and production. Additionally, while we manufacture and market specific chemicals for pool water treatment, these do not fall under Division 20.2 of Annex I of Regulation (EC) No 1893/2006 ("Manufacture of pesticides and other agrochemical products").
As of the end of the fiscal year, we had 6,753 employees, distributed in 47 countries on five continents, structured into three main markets, supported by a global team based at the corporate headquarters in Sant Cugat del Vallès (Barcelona):
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- North America: we design and manufacture our products and components and distribute them through third parties.
- EMEA: we design and manufacture our products and components and distribute them through our own distribution network.
- APAC: differentiated strategy by country, some with vertical integration, others with manufacturing only, and others with distribution centres only.
In 2020, we approved our Sustainability Master Plan for the 2020-2026 period, known as the Responsibility Blueprint. This plan consists of 10 strategic lines covering the three pillars of Sustainability (environmental, social, and governance), all linked to one or more of the nine Sustainable Development Goals (SDGs) that Fluidra has identified as priorities, based on the risks and opportunities they represent for our business.
Although we have various sustainability objectives, those most closely linked to Fluidra's current Strategic Plan are related to sustainable products $^{5}$ , specifically:
- Expanding our sustainable product portfolio, aiming for $80\%$ of Group sales to be classified under one of our five product sustainability indicators by 2035. Currently, $59\%$ of sales come from sustainable products.
- Advancing the concept of the positive pool.
- Leveraging opportunities from engagement with regulatory bodies, aiming to raise awareness among relevant authorities about the current water situation and its relationship with pools, and promoting regulations that support pool sustainability.
For more details on the key elements of the Company's strategy, please refer to section "1.2.4. A strategy for transformation" in the Integrated Annual Report.
CLASSIFICATION OF SUPPLIERS BY RISK LEVEL
Priority suppliers
CRITICAL SUPPLIERS
Product suppliers with an annual purchase volume exceeding EUR 500,000 and whose main operations are carried out in countries considered to be at high or extreme risk in sustainability matters.
STRATEGIC SUPPLIERS
Other suppliers (whether product or service providers) with an annual purchase volume exceeding EUR 500,000.
Other suppliers
STANDARD SUPPLIERS
Suppliers with an annual purchase volume between EUR 50,000 and EUR 500,000.
BASIC SUPPLIERS
Suppliers with an annual purchase volume below EUR 50,000, as well as suppliers with higher expenditure but of an instrumental nature, such as banks, public authorities, financial card providers and customs, among others.
Time magazine includes Fluidra among the world's 500 most sustainable companies.
Business model and value chain
The business model and the main characteristics of our value chain are presented in section "1.2.5 Our Value Chain" of the Group's Consolidated Management Report, which also includes this Consolidated Non-Financial Information Statement and Sustainability Information.
Below, we provide additional information regarding the key business players that form part of the Group's value chain.
Upstream value chain
The Fluidra Group's supply chain spans from the procurement of raw materials for our factories to the purchase of components, semi-finished products, finished goods, and a wide range of business services.
In order to ensure the full integration of sustainability commitments into supply chain management, since 2023 we have segmented our direct suppliers based on spending volume criteria and other factors related to country risk, incorporating information on human rights and other sustainability-related aspects. These categories are:
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Fluidra maintains regular engagement with priority suppliers, whether direct or indirect, based on the level of spend and the complexity of the commercial agreements.
Regarding the composition of our supply chain, while service providers constitute the majority, the purchasing volume is primarily allocated to product suppliers.
NUMBER OF DIRECT SUPPLIERS BY TYPE
| 2025 | % | 2024 | % | |
|---|---|---|---|---|
| Product | 4,793 | 30% | 5,994 | 37% |
| Service | 11,014 | 70% | 10,002 | 63% |
| Total | 15,807 | 100% | 15,996 | 100% |
VOLUME OF DIRECT SUPPLIER SPENDING BY TYPE
| 2025 | % | 2024 | % | |
|---|---|---|---|---|
| Product | 760,652,350 | 59% | 773,629,321 | 61% |
| Service | 521,191,093 | 41% | 495,353,357 | 39% |
| Total | 1,281,843,443 | 100% | 1,268,982,678 | 100% |
NUMBER AND VOLUME OF DIRECT SUPPLIER EXPENDITURES BY RISK LEVEL
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Number | % | Expenditure (€) | % | Number | % | Expenditure (€) | % | |
| Priority suppliers | 367 | 2% | 839,346,017 | 65% | 368 | 2% | 887,302,107 | 70% |
| Critical | 57 | 16% | 302,973,994 | 24% | 62 | 17% | 333,277,929 | 26% |
| Strategic | 310 | 84% | 536,372,023 | 42% | 306 | 83% | 554,024,178 | 44% |
| Other suppliers | 15,440 | 98% | 442,497,426 | 35% | 15,628 | 98% | 381,680,571 | 30% |
| Standard | 1,879 | 12% | 283,066,506 | 22% | 1,857 | 12% | 281,444,688 | 22% |
| Basic | 13,561 | 86% | 159,430,920 | 12% | 13,771 | 88% | 100,235,883 | 8% |
| Total | 15,807 | 100% | 1,281,843,443 | 100% | 15,996 | 100% | 1,268,982,678 | 100% |
The "Evolution of purchases by country of origin of direct suppliers" chart reflects data based on the location of the registered importer. In 2025, the United States of America, Spain, and China were the geographic areas with the highest purchase volumes, accounting for 50% of the Group's total purchases. In this regard, it is worth noting that approximately 12% (2024) and 11% (2025) of the goods purchased from
suppliers located in the U.S.A. were manufactured in Mexico and later imported into the U.S.A. by those suppliers.
On another note, the two most commonly used currencies for economic transactions are the U.S. dollar and the euro, representing 44% and 38% respectively, of the Company's total purchase volume.
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EVOLUTION OF PURCHASES BY COUNTRY OF ORIGIN OF DIRECT SUPPLIERS
EVOLUTION OF PURCHASES FROM DIRECT SUPPLIERS BY CURRENCY

Activities carried out by Fluidra
We operate a vertically integrated business model that covers all stages of the production process, from product design and manufacturing to logistics, distribution, and an extensive after-sales service committed to customer satisfaction.
Product design and conceptualization
R&D&I is a fundamental part of Fluidra's DNA. We have three regional R&D&I centres (Spain, the United States of America, and Australia) to meet the specific demands of each market, as well as an additional centre (in France) focused on global products. Some of these centres integrate sustainable product teams, ensuring sustainability considerations are embedded from the product design phase.
Manufacturing
We operate 42 production centres, where we manufacture a wide range of high-quality products using the most advanced and sustainable production technologies, such as plastic injection moulding, laminating and winding, thermostatic blow moulding and rotational moulding, and metal processing.
However, as previously mentioned, Fluidra does not manufacture all the products it sells. In some cases, we design products that are then manufactured by external suppliers under the Group's quality and compliance standards. In other cases, we directly purchase finished products from third parties to complement our catalogue, ensuring that our customers can find everything they need in one place.
Logistics
The Distribution and Supply Chain teams are responsible for planning and managing the Group's inventory, serving as a link between manufacturing units, suppliers, and Fluidra's commercial entities to ensure that customer demand is met at all times.
To achieve this, the Group operates a global network of proprietary and third-party hubs (3PL), offering a wide assortment of products to supply Fluidra PRO Centers, commercial branches, and direct shipments to customers.
Since April 2024, we have two logistics hubs in Spain (Maçanet de la Selva and Sant Feliu de Buixalleu), apart from the hub in
2025 Integrated Annual Report
the Netherlands (Trace North), that centralize all logistics activities in Europe, reducing round‐trip transportation to external warehouses. Additionally, each hub is equipped with energy efficiency measure (solar panels, climate control systems, and advanced lighting systems, among others).
Own sales points
Our relationship with customers varies slightly between the residential and commercial pool businesses, as well as across different regions.
We adapt our go‐to‐market strategy to each market to maximize efficiency and enhance customer satisfaction. While in EMEA and APAC, a significant portion of distribution is managed through our own network, in North America, the predominant model is through third‐party B2B distributors of pool equipment and products, catering to both pool professionals and end consumers.
To ensure our products are accessible in all our markets, we collaborate with distributors at all levels, making them available wherever pool professionals prefer to shop.
Regarding our own sales points, these include: Fluidra PRO Centers: a new generation of physical stores strategically located for pool professionals. These centres allow customers to purchase the latest innovations and receive exclusive advice on our products.Commercial branches: in addition to Fluidra PRO Centers, we have commercial branches in 47 countries that serve as sales points for our products.Online portals & e‐commerce: we operate various online portals for pool professionals (such as Fluidra PRO), designed to enhance customer relationships through digitalized interactions and services. These platforms offer e‐commerce solutions, order management, deliveries, invoices, and training courses via the Fluidra PRO Academy, among others.In 2025, more than 8,909 customers used the Company's various digital platforms, representing 31% of customers in those countries. Sales through these channels amounted to €198 million, 9% of the total sales of the Fluidra Group in 2025.Commercial Pool & Wellness Division: Fluidra has a specialized team focused on the conceptualization, design, and execution of commercial pool, wellness, fountain, and lagoon projects worldwide.
After‐sales service
We provide technical assistance to our customers and end‐users through in‐house personnel or external technical services. We handle any product‐related incidents within the warranty period and, if requested, after its expiration.
Downstream value chain
This stage includes all activities and relationships that take place from the moment our products and solutions leave our facilities. It encompasses the delivery of products to customers, as well as their installation, use, and maintenance.
Customers
Our B2B model, both physical and online, is primarily oriented toward pool professionals, including: builders (focused on new pool construction and installations), maintenance technicians (responsible for keeping pools in optimal condition and performing necessary repairs) and distributors (specialized in selling pool products to professionals, either online or in‐store).
In the commercial pool sector, we also serve public and private customers responsible for managing and/or operating aquatic, sports, or wellness facilities, among others. For these clients, we have a dedicated team of engineers based in Europe, in charge of designing and constructing Olympic pools, sports pools, leisure pools, fountains, spas, and lagoons worldwide.
Additionally, in some cases, we operate as an original equipment manufacturer (OEM). Our manufacturing centres supply parts and components to clients' manufacturing facilities for use in their own products.
Although we mainly sell through distribution, we also ensure that we reach consumers and pool owners directly through the mass market channel and other direct‐to‐consumer platforms, such as e‐commerce channels.
End users
In the residential pool sector, consumers and end‐users include homeowners and all individuals using a Fluidra‐marketed product.
In the commercial pool and wellness sector, end consumers are the owners and/or managers of facilities that incorporate pools, wellness centres, lakes, and lagoons. These can be both public entities (municipalities, regional or national consortiums) and private organizations (hotels, sports centres,...). In these cases, end users are all individuals who enjoy these facilities.
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Interests and views of stakeholders
ESRS 2 SBM-2
In 2018, following the merger with Zodiac, the Organization redefined its stakeholder groups, identifying as such all those groups that help us or benefit from the achievement of our
mission: to create the perfect pool and wellness experience responsibly.
Through the Global ESG Policy, Fluidra sets out its fundamental principles for engaging and building trust-based relationships with stakeholders.
STAKEHOLDER RELATIONS PRINCIPLES

RESPONSIBILITY

RESPONDING TO THEIR NEEDS

COLLABORATION AND MUTUAL SUPPORT

CONTINUOUS IMPROVEMENT

COMMUNICATION AND DIALOGUE

TRANSPARENCY

PARTICIPATION AND INVOLVEMENT
We provide our stakeholders with various two-way communication channels, through which they can express their needs and expectations regarding the Company for consideration. Additionally, we maintain an ongoing relationship with users of our consolidated non-financial information statement and sustainability information (potential investors, credit institutions, insurance companies, business partners, academics, among others), addressing any questions or additional requests for information they may require.
In line with best practices, from 2025 onwards we annually involve representatives of all stakeholder groups in the development of the materiality assessment. Accordingly, in the 2025 edition, the assessment included the participation of more than 100 professionals who evaluated the sustainability-related incidents, risks and opportunities identified.
The results of the analysis, including the views and interests expressed by the participating stakeholders, were
communicated to and validated by the Executive Committee (MAC) prior to their presentation to and final approval by the Board of Directors.
For further information, please refer to the section "Management of incidents, risks and opportunities" of this chapter.
Additionally, the Board of Directors and the Executive Committee (MAC) are informed about the interests and needs expressed by stakeholders through other channels, such as the employee satisfaction and engagement survey or the annual customer survey.
The results of these collaborations are analysed by the relevant departments responsible for managing relationships with each stakeholder (Human Resources, Procurement, Investor Relations, commercial teams, etc.) to define the appropriate action plans to address their concerns.
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EMPLOYEES
People who work at Fluidra, regardless of their employment relationship.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Creation of quality jobs.
- Training and professional development.
- Fair working conditions.
HOW DO WE INVOLVE THEM?
- Satisfaction and engagement survey.
- Internal communication (intranet, notice boards, social media).
- Informal welcome and regular meetings (coffee chats) with senior managers
- Regular meetings with workers' representatives.
- Ongoing dialogue with their manager and local Human Resources teams.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Reduction of the wage gap.
- New edition of the "Fluidra Go" talent acceleration programme.
- Development of the global and regional leadership programmes.
- Promotion of individual development plans (MyPlan).

SHAREHOLDERS AND INVESTORS
Individuals or institutions that invest, or consider investing at any time, in the Group.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Economic profitability.
- Risk management.
HOW DO WE INVOLVE THEM?
- General Shareholders Meeting.
- Shareholders Office: e-mail, telephone support, among others.
- Corporate website and social media.
- National and international investment forums, conferences, roadshows, face-to-face meetings.
- Presentation of the Integrated Annual Report.
- Presentation of quarterly results.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Investor meetings after the release of results (roadshows).
- Analyst calls and meetings.
- Conferences.

CUSTOMERS
Individuals or legal entities that purchase products marketed by Fluidra.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Response to market trends.
- Price/quality ratio.
- Safe products.
- Multi-channel product availability and correct delivery times.
- Troubleshooting and warranty management.
HOW DO WE INVOLVE THEM?
- Customer and after-sales services.
- Satisfaction surveys.
- Technical seminars and training courses.
- Trade shows.
- Visits to facilities.
- Websites and online applications.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Launch of the annual satisfaction survey.
- Opening of new PRO Centers.
- Celebration of International Pool Professional Day.
RESULTS
86%
STAFF COMMITMENT LEVEL
0.3%
ADJUSTED PAY GAP
RESULTS
264
MEETINGS
77/100
IN THE S&P RATING
RESULTS
7.7
SATISFACTION INDEX
7
NEW PRO CENTERS
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END USERS
People who are occasional or regular end users of a product marketed by Fluidra.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Product usability.
- Price/quality ratio.
- Efficiency in pool management.
- Reduction of pool costs.
- Sustainable products.
HOW DO WE INVOLVE THEM?
- Websites, social media and product applications.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Launch of new associated products.
- Definition of classification criteria for sustainable products.

SUPPLIERS
Individuals or legal entities that provide goods or services to Fluidra.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Support for local suppliers.
- Feasibility and profitability.
- Continuous supply.
- Payment on time.
- Promotion of mutually beneficial relationships.
HOW DO WE INVOLVE THEM?
- Bilateral meetings with large-volume suppliers.
- Communications by mail.
- Training sessions.
- Development of corrective and improvement action plans.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Training on the Code of Ethics for Suppliers, human rights, climate change and CBAM.
- On-site assessments and audits.
- Purchases from local suppliers.

PLANET AND SOCIETY
The environment in which Fluidra works.
WHAT DO THEY EXPECT FROM FLUIDRA?
- Contribution to the development of local communities through social initiatives, tax payments, and other measures.
- Absence of damage caused to the environment.
- Generation of local employment.
HOW DO WE INVOLVE THEM?
- Initiatives developed by the Fundació Fluidra.
- Corporate volunteer programs
- Collaboration with NGOs and associations.
MAIN INITIATIVES DEVELOPED DURING THE YEAR
- Fluidra Day 2024 competition: presentation of social projects focused on the pool.
- Promotion of new initiatives in support of the community through the PATH Foundation (United States of America).
RESULTS
>1.1M
CONNECTED POOLS
59%
SALES OF SUSTAINABLE PRODUCTS7
RESULTS
595
SUPPLIERS TRAINED IN SUSTAINABILITY
59%
SPENDING ON LOCAL SUPPLIERS
RESULTS
171,900
CONTRIBUTION TO NGOs AND NON-PROFIT ORGANISATIONS
10
AWARD-WINNING PROJECTS AT FLUIDRA DAY
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FLUIDRA
Material impacts, risks and opportunities and their interaction with strategy and business model
ESRS 2 SBM-3
In 2025, Fluidra carried out its second materiality assessment, determining the positive and negative, actual and potential impacts it may have on the environment and people, as well as the risks and opportunities that could have financial effects on the Company, identifying a total of 13 material topics.
The results obtained reflect Fluidra's main incidents, risks and opportunities arising from its business model and operations, as well as from its upstream supply chain and downstream value chain. In addition, the various geographies in which the Company operates were also taken into account, not only in the identification of specific sustainability matters, but also in their assessment.
For further information on the process, please refer to the section "Description of the process to identify and assess material incidents, risks and opportunities" within the "Management of incidents, risks and opportunities" section of this chapter.
The description of each of the material incidents, risks and opportunities is set out in the corresponding chapters of the Consolidated Non-Financial Information Statement and Sustainability Information. For further information in this regard, please refer to the table below.

MATERIAL SUSTAINABILITY MATTERS
LIST OF MATERIAL IMPACTS, RISKS AND OPPORTUNITIES CONSIDERED WITHIN SUSTAINABILITY MATTERS
| Sustainability topic | Impacts | Risks | Opportunities | Report section |
|---|---|---|---|---|
| Relationship with clients | Ongoing commitment to our customers | Promotion of loyalty and satisfaction among pool professionals | Relationship with clients | |
| Cybersecurity | Right to privacy and protection of personal data of the Company's stakeholders | Economic losses, legal sanctions and reputational damage due to operational disruptions or the leakage of sensitive data caused by threats such as ransomware, malware, fraud and social engineering techniques. | Information security and cybersecurity | |
| Tax | Complexity in multi-jurisdictional regulatory compliance | Penalties arising from potential non-compliance with local and international tax laws | Strengthening Fluidra's position in benchmark studies and analyses through reporting and tax transparency | Tax |
| Contribution to economic value creation through responsible tax practices | Increase in costs as a result of tariffs applied to imported products | Tax | ||
| Reputational damage and loss of trust due to the potential lack of clear and public disclosure of the Company's tax strategy | Tax | |||
| Water and marine resources | Water abstraction and consumption | Sustainable innovation for pool products | ESRS E3. Water and marine resources | |
| Development of "water positive" initiatives | ESRS E3. Water and marine resources |
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| Sustainability topic | Impacts | Risks | Opportunities | Report section |
|---|---|---|---|---|
| Water and marine resources | Wastewater management | ESRS E3. Water and marine resources | ||
| Consumers and end-users | Potential incidents arising from defects in the design, manufacturing and installation phases of products | Programmes to prevent product incidents caused by installation or usage failures | ESRS S4. Consumers and end-users | |
| Drowning prevention | ESRS S4. Consumers and end-users | |||
| Promotion of accessibility in swimming pools | ESRS S4. Consumers and end-users | |||
| Business conduct | Potential impact on the rights of stakeholders arising from the failure to identify practices related to corruption and bribery | Non-compliance with legislation on corruption, bribery, money laundering and sanctioned territories, which could result in economic or reputational consequences | Strengthening trust with stakeholders through the disclosure of non-financial information | ESRS G1. Ethics and compliance |
| Existence of mechanisms to prevent and detect corruption and bribery | ESRS G1. Ethics and compliance | |||
| Implementation of measures to build trust among stakeholders, such as the Confidential Channel | ESRS G1. Ethics and compliance | |||
| Consolidation of a corporate culture that promotes ethical values and responsible practices | Simplification Programme governance challenges | ESRS G1. Ethics and compliance | ||
| Potential benefits for the environment arising from the approval of regulations aligned with innovation and sustainability that promote the mandatory use of sustainable products and solutions for swimming pools. | Pressure from activist investors that could lead to a change in the Company's strategy | Strengthening sustainability leadership | ESRS G1. Relationship with lobbying groups | |
| Development of sustainability certifications for swimming pools, developed in a consensual manner with other stakeholders in the sector | Deprioritisation of sustainability objectives and a slowdown in environmental and social commitments resulting from sudden changes in governmental agendas and regulatory frameworks | ESRS G1. Relationship with lobbying groups | ||
| Potential delays in payments to suppliers | ESRS G1. Management of relationships with suppliers | |||
| Improvement of relationships with suppliers resulting from long-term agreements | ESRS G1. Management of relationships with suppliers | |||
| Supplier qualification process to promote responsible practices in the supply chain | ESRS G1. Management of relationships with suppliers | |||
| Climate change | Greenhouse gas emissions | Regulatory and reputational risks associated with the climate transition. | Reduction in energy consumption and associated costs resulting from the identification and optimisation of inefficiencies in facilities and production processes. | ESRS E1. Climate change |
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| Sustainability topic | Impacts | Risks | Opportunities | Report section |
|---|---|---|---|---|
| Climate change | Implementation of decarbonisation strategies | Significant damage to properties and assets, and disruption to the Organisation's business and/or its supply chain resulting from acute physical climate events. | Increase in demand for swimming pools and opening of new markets resulting from rising temperatures. | ESRS E1. Climate change |
| Climate action in response to climate change-related risks | Difficulty in effectively managing Scope 3 emissions across the value chain | ESRS E1. Climate change | ||
| Consumption of non-renewable energy sources | ESRS E1. Climate change | |||
| Progress in reducing energy consumption and increasing the use of renewable energy sources | ESRS E1. Climate change | |||
| Market competition | Potential limitations on market access due to a perceived duopoly position | Market competition | ||
| Own workforce | Promotion of employment stability through the provision of permanent contracts | ESRS S1. Secure employment | ||
| Lack of a reasonable limitation on working hours | ESRS S1. Working time and work-life balance | |||
| Improvement of employee wellbeing through competitive compensation and benefits | Compensation practices aligned with the market | ESRS S1. Compensation and benefits | ||
| Improvement of working conditions through social dialogue | ESRS S1. Freedom of association, collective bargaining and social dialogue | |||
| Benefits of remote work and flexible working hours | ESRS S1. Working time and work-life balance | |||
| Health and safety incidents affecting employees that may result in injuries arising from the absence or non-compliance with Fluidra's policies and protocols | Non-compliance with Health and Safety regulations Fire risk at own facilities | Reduction of operating costs through health and safety programmes | ESRS S1. Health and safety | |
| Existence of health and safety committees, as well as initiatives to promote wellbeing in the workplace | ESRS S1. Health and safety | |||
| Impacts on people arising from a work environment in which diversity is not respected. Unequal pay for work of equal value. Harassment in the workplace. | ESRS S1. Diversity, Equity and Inclusion | |||
| Promotion of DEI practices | ESRS S1. Diversity, Equity and Inclusion | |||
| Implementation of training and professional development programmes for employees | Identification of high-potential employees | ESRS S1. Talent and development | ||
| Difficulties in accessing training for some employees due to limited availability of courses, lack of access to corporate systems, language barriers or workload | Absence or inadequate definition of succession plans in the event of the loss of key personnel. | ESRS S1. Talent and development |
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| Sustainability topic | Impacts | Risks | Opportunities | Report section |
|---|---|---|---|---|
| Own workforce | Potential child and forced labour in own operations | Risks related to child and forced labour in own operations | ESRS S1. Child labour and forced labour | |
| Potential breach of privacy or improper use of employees' personal data | ESRS S1. Protection of personal data | |||
| Potential denial of recognition of trade unions and workers' representatives as legitimate interlocutors | Effects of prolonged labour disputes on the Company | ESRS S1. Freedom of association, collective bargaining and social dialogue | ||
| Circular economy | Promotion of circularity through the reduction and use of renewable packaging materials | ESRS E5. Resource use and circular economy | ||
| Use of technology and smart product design | ESRS E5. Resource use and circular economy | |||
| Sustainable sourcing and responsible procurement | Scarcity of metals in the supply chain | Sustainable sourcing of raw materials | ESRS E5. Resource use and circular economy | |
| Challenges in material recycling | ESRS E5. Resource use and circular economy | |||
| Product initiatives that enable circularity | Promote internal reuse and recycling methods | ESRS E5. Resource use and circular economy | ||
| Measurement of environmental impacts through LCAs | ESRS E5. Resource use and circular economy | |||
| Generation of product waste | Increase in waste management costs arising from products | ESRS E5. Resource use and circular economy | ||
| Workers in the value chain | Non-compliance with human rights in the supply chain | ESRS S2. Workers in the value chain | ||
| Strengthening the business of pool professionals through training, support and programmes | ESRS S2. Workers in the value chain | |||
| Sustainable value chain management | ESRS S2. Workers in the value chain | |||
| Biodiversity and ecosystems | Contribution to climate change, a direct impact factor in the loss of biodiversity | Loss of biodiversity due to Fluidra's activities | ESRS E4. Biodiversity and ecosystems | |
| Pollution | Chemical spill | Accidents related to soil, water and/or air pollution | ESRS E2. Pollution | |
| Presence of hazardous substances in some products | Presence of substances of concern and substances of very high concern in materials or components | ESRS E2. Pollution |
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IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Description of the process to identify and assess material impacts, risks and opportunities
ESRS 2 IRO-1
Introduction
The materiality assessment allows us to identify, evaluate, and prioritize the environmental, social, and governance (ESG) topics with the greatest impact both on the Company and its stakeholders (also known as material topics). This process aligns with Fluidra's commitment to engaging all stakeholders in the definition of sustainability strategies and action plans, ensuring that their needs and expectations are incorporated and addressed at all times.
The constant changes and events that have occurred in recent years in this area make it necessary for this process to be dynamic and ongoing, in order to identify, analyse and adapt to emerging trends and needs in the market and among its stakeholders.
For this reason, throughout 2025 we have updated our materiality assessment, enabling us to review our business context, sustainability strategy and various established action plans, with the aim of aligning them with the reality of our Company and the sector, and thereby defining our sustainability priorities for the coming year.
The process for preparing the 2025 materiality assessment followed the same format as the previous year; that is, it applied the double materiality approach set out in the European Sustainability Reporting Standards (ESRS), which develop the reporting obligations on the matters covered by Directive (EU) 2022/2464 on corporate sustainability reporting (also known as the CSRD). Specifically, this exercise followed a methodology similar to that applied in 2023 in relation to the processes of understanding, identification, assessment and reporting.
In line with best practices, the materiality assessment will be updated on an annual basis, with the next update scheduled for 2026.
Methodology
The methodology used by Fluidra for the development of this exercise takes into consideration the Implementation Guidance for the Materiality Assessment prepared by the European Financial Reporting Advisory Group (EFRAG), in its May 2024 version, which was in force at the time the exercise was carried out. In this regard, the materiality assessment has been conducted in compliance with the requirements of Chapter 3 of ESRS 1, as well as with the Disclosure Requirements related to the materiality assessment and its results, set out in ESRS 2 IRO-1, IRO-2 and SBM-3.
In addition, we have considered the full scope of environmental, social and governance matters listed in paragraph AR 16 of ESRS 1, as well as any other entity-specific material matters. As a result, the process consisted of the following four phases:

UNDERSTANDING OF THE CONTEXT AND ORGANISATION
A comprehensive view of Fluidra's activities and business relationships, an understanding of the main affected stakeholders, as well as strategic priorities, sector trends and the relevant context.

IDENTIFICATION OF INCIDENTS, RISKS AND OPPORTUNITIES
Comprehensive identification of incidents, risks and opportunities in our operations and throughout the value chain, covering both upstream and downstream activities.

ASSESSMENT AND DETERMINATION OF MATERIAL MATTERS
Assessment of impact and financial materiality, and determination of the material matters.

VALIDATION AND PUBLICATION OF THE RESULTS
Validation of the results by the Executive Committee and the Board of Directors, and publication thereof in the Annual Integrated Report.
Understanding of the context and organisation
The purpose of the "Understanding" phase was to obtain a comprehensive understanding of Fluidra's value chain, operations, products and services, as well as its stakeholders (internal and external) and the main sustainability benchmarks, in order to gather the necessary information to identify our positive and negative, actual and potential, internal and external incidents, risks and opportunities.
To this end, we carried out an analysis of our activities, products and services, as well as of our value chain and key geographies. As part of this analysis, we developed a mapping of the value chain, with the participation of internal experts representing the main stakeholder groups, in order to integrate both internal and external stakeholder perspectives. In addition, we analysed publicly available information on peers in the swimming pool and wellness sector, complementing this with a review of regulatory frameworks and ESG criteria.
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Identification of current and potential incidents, risks and opportunities related to sustainability matters
This second phase was based on the list of sustainability matters included in paragraph AR 16 of ESRS 1 (reaching the level of sub-topic or sub-sub-topic, depending on the case). This list was subsequently complemented with other sustainability matters specific to our organisation, our countries of operation (country risk), the swimming pool sector, as well as those associated with our business relationships.
In line with the Implementation Guidance for the Materiality Assessment prepared by the European Financial Reporting Advisory Group (EFRAG), in its May 2024 version, the list was developed through consultation with affected stakeholder groups, as well as through the analysis of relevant ESG information of the Company that had already been disclosed on previous occasions.
The consultations were carried out through interviews with Fluidra experts from different areas, with the aim of incorporating their perspectives and determining the matters they consider relevant for inclusion in the list. These experts also contributed an external perspective thanks to ongoing dialogue and engagement processes, drawing on their regular interaction with affected external stakeholders such as investors, ESG agencies, customers, consumers and suppliers.
In addition, the list was complemented by consultation with and research from independent experts, such as published scientific articles or benchmark analyses, as well as relevant Company
information, such as the climate risk analysis and other complementary sources.
Finally, links were established between the identified risks and opportunities that could be associated with the identified incidents.
As a result, a total of 13 material sustainability matters were identified (comprising a total of 52 incidents, 23 risks and 13 opportunities).
Assessment of sustainability matters and determination of their materiality
In accordance with ESRS 1, the process for assessing sustainability matters comprises the following two dimensions: impact materiality and financial materiality.
A sustainability matter is considered "material" if it meets the criteria defined for impact materiality, financial materiality, or both.
The time horizons used were those defined in section 6.4 of ESRS 1:
- Short term: up to one year.
Medium term: from one to five years. - Long term: more than five years.
DOUBLE MATERIALITY

IMPACT MATERIALITY
Actual or potential impacts, positive or negative, on people or the environment in the short, medium and long term.

PLANET AND PEOPLE
USEFUL AND TRANSPARENT INFORMATION NECESSARY TO UNDERSTAND THE COMPANY'S PERFORMANCE AND POSITION, AND THE IMPACT OF ITS ACTIVITIES

COMPANY

FINANCIAL MATERIALITY
Sustainability matters that may trigger material financial effects on the Company.
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FLUIDRA
Impact materiality
Impact materiality refers to those actual or potential impacts, positive or negative, of the company or its value chain (both upstream and downstream) on sustainability matters linked to its internal and external stakeholders: the environment, people or good corporate governance, in the short, medium or long term.
It therefore includes all impacts caused or contributed to by the company, as well as impacts that are directly linked to the company's operations, products and services through its business relationships.
The assessment criteria depend on the characteristics of the impact:
| Positive impacts | Negative impacts | ||||
|---|---|---|---|---|---|
| Real | Potential | Real | Potential | ||
| Severity | Scope | ✓ | ✓ | ✓ | ✓ |
| Scale | ✓ | ✓ | ✓ | ✓ | |
| Irremediability | ✗ | ✗ | ✓ | ✓ | |
| Likelihood | ✗ | ✓ | ✗ | ✓ |
To assess each of these factors, a scale from 1 to 6 was defined, where 1 represents a minimal impact and 6 a critical impact. To guide the assessment, a set of criteria was established and provided to the different evaluators in order to assign the corresponding scores following a homogeneous assessment methodology. The maximum score that an impact can receive is 36 points. Following the prioritisation of material matters, a materiality threshold was set at 14 points; therefore, any impacts exceeding this score indicate that the associated sustainability matter is automatically considered material.
The assessment of the materiality of a negative impact affecting Human Rights follows the due diligence guidelines defined in the international instruments of the United Nations Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises. Accordingly, in the case of a potential negative impact, its severity prevails over its likelihood.
The assessment process was carried out through the distribution of questionnaires to various representatives of our stakeholders. In total, more than 100 Fluidra professionals were involved, including SMEs, area managers and members of the Executive Committee.
To obtain an overall view of the impacts determined to be material for Fluidra in 2025, please refer to the chapter "ESRS 2 SBM-3. Impacts, risks and opportunities and their interaction with the strategy and business model
Financial materiality
Financial materiality refers to Fluidra's risks or opportunities in its own operations, as well as across its value chain (both upstream and downstream), that have or may have an influence on the Company's cash flows, development, performance, position, cost of capital or access to finance in the short, medium and long term.
The assessment of financial materiality has been integrated into the annual corporate risk map assessment process, in accordance with the evaluation criteria established in the Global Risk Policy. This approach assesses risks and opportunities by combining the likelihood of occurrence with the potential magnitude of their financial effects, using the same scales and methodologies applied in the annual risk assessment, developed with the support of independent risk management experts, thereby ensuring rigour, consistency and robustness of the results.
The 23 risks and 13 opportunities identified as a result of the double materiality analysis were integrated into the corporate risk map within the corresponding risks and opportunities, in order to be assessed jointly.
Following this process, the maximum score obtained among the risks and opportunities was 36 points. After prioritising material matters, a materiality threshold was set at 20% of the highest score obtained (20.85 points). For this reason, all risks and opportunities that obtained a score above 4.17 indicate that the associated sustainability matter is automatically considered material.
To obtain an overall view of the risks and opportunities determined to be material for Fluidra in 2025, please refer to the chapter "ESRS 2 SBM-3. Impacts, risks and opportunities and their interaction with the strategy and business model".
Validation and publication of the results
The results of the materiality assessment were presented to the Executive Committee and to the Board of Directors' Audit and Sustainability Committee for validation.
Based on these results, the Sustainability Department aligned the structure of this Consolidated Non-Financial Information Statement and Sustainability Information with the incidents, risks and opportunities identified as material, with the aim of ensuring that we report on Fluidra's commitments and performance in relation to each of them, thereby addressing the needs and expectations of all our stakeholders.
The methodology and the results of the materiality assessment have also been subject to independent external assurance.
For further information, please refer to "Annex II. Independent assurance report".
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Disclosure Requirements in ESRS covered by the undertaking's consolidated non-financial information statement and sustainability information
ESRS 2 IRO-2
Through this Consolidated Non-Financial Information Statement and Sustainability Information, Fluidra complies with all mandatory disclosure requirements set forth in Directive (EU) 2022/2464 on corporate sustainability reporting, which have been determined to be material in accordance with the previously described analysis.
For more details, please refer to "Appendix I. Tables of contents".
In this regard, it is important to highlight that the only standard not addressed in this document is "ESRS S3. Affected collectives," as there are no material impacts, risks, or opportunities identified in this area. Fluidra channels its social action and initiatives benefiting vulnerable groups through the "Fundació Fluidra," an entity that is not included within the organization's reporting scope.
For more details on the materiality assessment process, please refer to the section "Description of the process for determining and assessing material impacts, risks, and opportunities" within this chapter.
Lastly, this report also includes entity-specific material information, the disclosure of which complies with the minimum reporting requirements set out in Directive (EU) 2022/2464.
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FLUIDRA

2. ENVIRONMENTAL INFORMATION
Environmental Management System
ESRS E1. Climate change
ESRS E2. Pollution
ESRS E3. Water and marine resources
ESRS E4. Biodiversity and ecosystems
ESRS E5. Resource use and circular economy
EU Taxonomy
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ENVIRONMENTAL MANAGEMENT SYSTEM
"Our sustainability strategy aims to integrate environmental, social and good governance criteria transversally into our decision-making, creating long-term value for the business, people and the environment in which we operate"
Carla Coloma
Global Sustainability Director
Information requested by Law 11/2018
Our Company has a developing Environmental Management System (hereinafter, the EMS), in line with European regulations and the ISO and EMAS standards. It is being implemented in those subsidiaries with the greatest environmental impact within the Group, mainly those engaged in manufacturing activities
While coordination is managed at the corporate level, the management of each subsidiary is responsible for defining environmental objectives and, in turn, delegating this function operationally to the relevant environmental managers. Since 2025, the Sustainability Department (under the direction of the Chief Financial & Sustainability Officer) has been advising and supporting the subsidiary management teams in their responsibility to ensure proper environmental management across all our facilities.
As part of the continued implementation of our EMS, two global management plans were developed in 2025: the Climate Transition Plan and the Integrated Water Management Plan, as these represent the two environmental pillars of greatest relevance for the Company. Both plans will be approved during the first quarter of 2026.
In addition, further progress has been made in developing the documentary framework through the preparation of the Environmental Management Manual, which will be aligned with the requirements of ISO 14001 in order to facilitate the future certification of our corporate headquarters and any Group company.
Moreover, in order to ensure environmental legal compliance, and in line with the standards of ISO 14001 certification, we have begun implementing a legal requirements assessment platform, which enables the centralisation and consolidation of all environmental information for each of our plants. This tool supports a more efficient monitoring of regulatory requirements.
Through these initiatives, we reinforce our commitment to a robust, structured environmental management approach focused on continuous improvement, contributing to compliance with the highest standards of sustainability and transparency.
Looking ahead to 2026, we will continue to strengthen our environmental management by developing specific plans for the other two main environmental vectors: waste and pollution.
Environmental risks management
Environmental risk management is carried out in line with the guidelines of the Group's Global Risk Policy. In 2025, costs related to environmental risk management amounted to EUR 342,870 (EUR 2,141,601 in 2024).
This decrease is aligned with the requirements of the remediation plan approved by the authorities.
For more information, refer to the section "Actions and resources related to pollution" in "ESRS E2. Pollution" chapter
As in the previous year, no fines related to environmental issues have been recorded in any of our companies.
ENVIRONMENTAL RISK MANAGEMENT COST
| 2025 (€) | 2024 (€) | |
|---|---|---|
| Waste management and remediation measures | 242,698 | 1,988,107 |
| Environmental prevention and improvement measures | 100,172 | 153,494 |
| Environmental risk management costs | 342,869 | 2,141,601 |
Certifications
Currently, we have a plan to progressively certify our Environmental Management System at our manufacturing facilities in accordance with ISO 14001, aiming to achieve 68% certification of manufacturing subsidiaries by 2026.
During 2025, we implemented and certified the Environmental Management System in the manufacturing subsidiaries of Fluidra Industry France (France), Fluidra Commerciale Italia (Italy), Fluidra Group Australia (Keysborough, Australia) and Taylor Water Technologies (USA).
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In 2025, 11 of the Group's 20 manufacturing companies (55%) held ISO 14001 certification, achieving the annual target of certifying four additional sites compared to 2024. Trace Logistics (logistics activities) and Manufacturas GRE (a former manufacturing site converted into offices) are excluded from this target.
Finally, it should be noted that one of our manufacturing subsidiaries (Sacopa, Spain) is also certified in accordance with the EMAS standard and received special recognition this year for having maintained this environmental certification for 20 years.
SUBSIDIARIES CERTIFIED ACCORDING TO ISO 14001 (LAST CERTIFICATION)
| Company | Certification Date | Expiry Date |
|---|---|---|
| Talleres del Agua, S.L.U. | 9/11/2025 | 8/11/2028 |
| Cepex, S.A.U. | 18/6/2023 | 17/6/2026 |
| Manufacturas GRE, S.A.U. | 26/2/2025 | 25/2/2028 |
| Trace Logistics, S.A.U. | 9/1/2024 | 8/1/2027 |
| Fluidra Brasil Industria e Comercio Ltda. | 3/1/2024 | 2/1/2027 |
| Fluidra Waterlinx Pty Ltd. | 17/6/2025 | 10/5/2028 |
| Inquide, S.A.U. | 15/9/2024 | 14/9/2027 |
| Sacopa, S.A.U. | 5/8/2024 | 4/8/2027 |
| Ningbo Dongchuan Swimming Pool Equipments Co., Ltd. | 29/5/2024 | 28/5/2027 |
| Fluidra Commerciale Italia, S.P.A | 5/12/2025 | 4/12/2028 |
| Fluidra Industry France | 3/2/2025 | 2/2/2028 |
| Fluidra Group Australia9 | 23/1/2026 | 22/1/2029 |
| Taylor Water Technologies, LLC | 29/10/2025 | 28/10/2028 |
EMAS CERTIFIED SUBSIDIARIES (LAST CERTIFICATION)
| Company | Certification Date | Expiry Date |
|---|---|---|
| Sacopa, S.A.U. | 12/5/2024 | 19/9/2027 |

Poltank/Sacopa has received the EMAS Catalunya Award 2025, a recognition that reinforces its commitment to sustainability and environmental responsibility.
2025 Integrated Annual Report
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ESRS E1. CLIMATE CHANGE
"Our climate change strategy aims to credibly reduce our climate impact, strengthen the resilience of our business and actively contribute to the transition towards a low-carbon economy"
Carla Coloma
Global Sustainability Director
In compliance with the requirements of the European Sustainability Reporting Standards (ESRS), this chapter is aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD).
GOVERNANCE
ESRS 2 GOV-1; GOV-2
The Sustainability Department, under the leadership of the Chief Financial & Sustainability Officer (hereinafter, the CFSO), is responsible for defining and executing Fluidra's climate change strategy, working jointly with other areas of the Company (operations, product, etc.) to implement the actions required to achieve the Group's objectives.
The environmental teams located at the production plants report directly to the Sustainability Department, which now defines and executes the environmental strategy.
The Sustainability Department periodically reports to both the Executive Committee (MAC) and the Audit and Sustainability Committee on climate change-related actions and performance.
In accordance with the Global ESG Policy, the Group's Board of Directors is the highest governing body responsible for overseeing all matters associated with our sustainability strategy, including climate-related matters. For this purpose, the Board relies on its Chair (responsible for leading the strategy within the Board) and its three committees. Their responsibilities are detailed below:
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Board of Directors: responsible for overseeing the climate strategy, as well as approving the policies, targets and the budget required to implement the defined actions. Within the Board, its Chair is responsible for proposing the multi-year targets, which must be reviewed and approved by the Board.
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Audit and Sustainability Committee: responsible for reviewing the Company's risks and opportunities, including climate-related risks, as detailed in its rules of procedure.
For its part, the Executive Committee (MAC) is informed of the action plan envisaged for the financial year, as well as of the organisation's performance throughout the year, prior to the oversight carried out by the Board of Directors.
During the 2025, financial year, the MAC and the Board of Directors were informed of the following matters:
- Incidents, risks and opportunities of material relevance in relation to climate change identified as part of the materiality assessment.
- Results of the 2024 carbon footprint, monitoring of progress towards climate neutrality targets, and forecasts and targets for the 2025 and 2026 financial years.
- Training on the regulatory status of the Integrated Report.
In addition, a training session was delivered to the MAC in relation to climate change risks and opportunities of material relevance.
STRATEGY
Transition plan for climate change mitigation
ESRS E1-1
In 2025, we took a decisive step in our commitment to sustainability and climate action with the development of our Corporate Climate Transition Plan.
This initiative responds to the new regulatory framework driven by the CSRD, which requires organisations to have a clear, measurable and verifiable strategy to address climate change mitigation. It should also be noted that this progress does not start from scratch. Since 2020, following the launch of the Responsibility Blueprint, we have been consolidating a solid and coherent sustainability strategy. This strategic framework laid the foundations for the definition of Fluidra's Climate Change Strategy, including the first calculation of the corporate carbon footprint covering all three scopes.
This plan represents a milestone in our environmental management, as it establishes a concrete roadmap for emissions reduction and adaptation to climate-related risks and opportunities. Its approval, planned for 2026, and its subsequent implementation will strengthen our strategic and operational approach, integrating climate action into the core of our business activity.
2025 Integrated Annual Report
As outlined above, our climate change strategy dates back several years. In 2021, we took a further step by setting specific global climate neutrality targets within our decarbonisation plan: achieving emissions neutrality for Scopes 1 and 2 by 2027, and for Scope 3 by 2050.
With regard to Scopes 1 and 2, annual reduction targets (relative to 2021 emissions) have also been established, at both global and regional level, of a minimum of 4.3%, in line with the Paris Agreement's objective of limiting global warming to 1.5°C. Since 2023, the annual pathway has comprised, on the one hand, a reduction target of at least 50% through projects included in the regional decarbonisation plans, while the remaining 50% may be achieved through certified compensation projects. It should be noted that these projects must meet demanding quality standards, contribute transparently to the SDGs, and demonstrate a significant social impact in addition to environmental benefits. In this way, a contribution to an orderly and socially responsible climate transition is ensured.
On the other hand, in the event that compensation projects exceed this percentage, Fluidra has envisaged the application of the Internal Carbon Price described in the section "Internal carbon pricing system" of "ESRS E1-8" of this chapter.
The regional decarbonisation plans set out both the sources of emissions by company, as well as the actions to be implemented in each geography and the budget required for their execution. These plans are developed jointly by the Sustainability Department and regional business leaders and are subsequently submitted to the CFSO for approval as part of the Company's annual budgeting process. Notwithstanding this, the Sustainability Department manages additional budget allocations with the CFSO for relevant CO_{2} emissions reduction projects identified during the financial year, provided that they meet the return on investment (ROI) ratios defined by the Company.
With regard to decarbonisation levers, although the main impact of Fluidra's carbon footprint is associated with the product use phase (Scope 3, category 11), our short-term actions have primarily focused on emissions associated with our own operations (Scopes 1 and 2), as these are the areas where we can exert the greatest influence.
As regards direct GHG emissions (Scope 1), the decarbonisation plan includes the identification of the main emission sources, with a view to their electrification or the exploration of other lower‐impact alternatives. This includes electrification projects and the use of biofuels in industrial machinery. For mobile emissions arising from the vehicle fleet, the same actions are analysed and implemented.
With respect to indirect GHG emissions (Scope 2), actions are focused on increasing electricity consumption from renewable sources, either through renewable electricity procurement projects or through the installation of photovoltaic panels for self‐consumption.
For further information on the Company's progress in implementing the transition plan, please refer to the section "Actions and resources" within this chapter.
It should be noted that the decarbonisation plans envisaged for this financial year were not sufficient to ensure the achievement of the annual target for the reduction of net GHG emissions for Scopes 1 and 2, as described in the section "Targets related to climate change mitigation and adaptation" of this chapter. As a result, and in line with our Carbon Neutrality Commitment, we complemented our efforts through absorption projects and the purchase of carbon credits, which accounted for 41% of the total reduction (i.e. below the maximum of 50% established in our strategy).
For information in this regard, please refer to the section "GHG removals and GHG mitigation projects financed through carbon credits" within this chapter.
In line with the requirements of the European Sustainability Reporting Standards, the carbon footprint data disclosed in the section "Gross Scope 1, 2 and 3 GHG emissions and total GHG emissions"include only gross emissions. The net carbon footprint, resulting from the application of emissions absorbed or mitigated through carbon credits, is reported in the section "Carbon footprint by scope".
Finally, with regard to other indirect GHG emissions (Scope 3), the actions under the decarbonisation plan continue to focus on improving the internal classification of sustainable products, as well as on developing actions to steer operations towards product designs and processes that allow a greater number of items to be included within the internal classification of sustainable products.
In addition, during this year the procurement department has continued to make progress in collaborating with key suppliers to improve the measurement of their carbon footprint and to identify decarbonisation opportunities. More than 200 suppliers were contacted, with a response rate of around 60%, including significant participation from critical and strategic suppliers. This initiative strengthens the quality and traceability of Scope 3 emissions and lays the foundations for identifying which of these suppliers have readily actionable decarbonisation options (such as the use and purchase of renewable energy). This identification and quantification will enable not only an improvement in data quality, but also the development of a collaboration plan to reduce upstream emissions from Fluidra's activities in the near future.
We are aware that there are limitations in terms of the availability of technologies and the feasibility of projects that currently constrain full decarbonisation, although significant progress has been observed in the development of new and more accessible electric solutions and technologies.
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In 2025, we continued to analyse locked-in GHG emissions arising from our key assets and products across the EMEA, AMER and APAC regions. This work enables us to identify potential risks to achieving the carbon neutrality targets defined in 2021.
In the AMER region, we are exploring alternatives to the use of natural gas and have carried out energy efficiency audits. Looking ahead to 2026, we will also explore the feasibility of implementing initiatives related to electric mobility, in line with the progress already achieved in EMEA. In turn, the APAC region will focus its efforts on optimising the performance of solar installations and on progressing towards the electrification of its vehicle fleet.
During this financial year, we have also developed new documents and procedures that strengthen our Environmental Management System, providing it with a more robust structure aligned with international standards. All of this contributes to greater transparency and accountability, and reaffirms our commitment to advancing towards a low-carbon economy and responsible resource management.
With regard to the linkage between the transition plan and the measures associated with the EU Taxonomy Regulation, it should be noted that we have not yet defined a plan or targets to align our activities with the criteria set out in Commission Delegated Regulation (EU) 2021/2139, due to the low percentage of activities considered eligible in relation to climate change adaptation and mitigation. However, several of the technical requirements established in the regulation are being incorporated into the internal guide for the classification of sustainable products to ensure consistency and alignment with European regulation.
It should be noted that the activity we carry out is not related to any of the activities that the Paris Agreement explicitly excludes on the grounds that they do not meet minimum environmental or labour sustainability standards.

Material impacts, risks and opportunities
ESRS 2 SBM-3
As a result of the materiality assessment conducted in 2025, we identified the following climate change-related impacts, risks and opportunities of material relevance.
Throughout this section, the current financial effects of risks and opportunities on the Company's financial position are indicated. However, reference is also made to these matters in "Note 8. Goodwill and other Intangible Assets" of the Consolidated Annual Financial Statements.
Impacts
We identified six impacts of material relevance across our value chain, of which four are positive and two are negative.
The first positive impact focuses on the benefits for people and the environment derived from the prevention and adaptation measures addressing the identified climate change-related risks. This short-term impact affects our own operations. The second focuses on the implementation of efficiency measures, such as advanced climate control or lighting systems. This impact has been identified in the short term within our operations. The third is related to the implementation of a decarbonisation strategy aimed at reducing our Scope 1, 2 and 3 emissions over the medium term across our value chain. Finally, the fourth refers to the use or purchase of renewable electricity in our operations through investments in solar panels and the purchase of renewable electricity certificates.
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With regard to negative impacts, the Company has effects on people and the environment arising from the release of greenhouse gases associated with our activities. While this impact occurs to a greater or lesser extent across all phases of the Group's value chain, the greatest impact is concentrated in the product use phase (Scope 3, category 11), where GHG emissions account for 83% of the Group's total carbon footprint.
For further information, please refer to the chapter "Product and material outflow".
In addition, we have identified an impact related to effects on people and the environment associated with the consumption of energy from non-renewable sources in the development of our own operations, in particular production activities and the use of vehicles by the commercial teams.
Risks
The risks identified as part of the materiality assessment are set out below.
For further information on the analysis of the Company's strategy and business model in relation to climate change, please refer to the section "Management of impacts, risks and opportunities" within this chapter.
SUMMARY OF THE MAIN RISKS RELATED TO CLIMATE CHANGE
Risks arising from regulatory changes
| Brief description of the most important risk and the methods used to manage it: | Decreased demand due to stigmatisation of pool water use in water stressed areas. |
|---|---|
| Estimated financial implications before mitigation measures: | Currently, the financial risk is considered low, but it is expected to increase to very high or critical by 2030 and 2050. |
| Estimated timeframe (in years) for financial implications: | Becomes probable within 5 years. |
| Estimated cost of these actions (€): | Approximately €200 M. |
Risks arising from changes in physical climate parameters or other climate-related events
| Brief description of the most important risk and the methods used to manage it: | Flooding in our own operations. |
|---|---|
| Estimated financial implications before mitigation measures: | €1.6 M currently, increasing to between 2 and 3 €M depending on the scenario analysed between 2030 and 2100. |
| Estimated timeframe (in years) for financial implications: | Risk already exists, becomes more significant within 5 years and worsens over 20 years. |
| Estimated cost of these actions (€): | Around €1 million |
In terms of costs, in order to reduce exposure to the most significant risk for the Company (flooding in our own operations), an estimated EUR 1,095,000 will be required to implement the following measures across 98 sites:
- Emergency evacuation plan for climate-related events.
- Nature-based solutions.
- Raised furniture.
- Preventive maintenance of drainage systems.
Physical risks
As a result of the materiality assessment, we identified and assessed eleven potential hazards to which we are exposed (ten acute and one chronic) across our value chain, which may give rise to risks. The remaining hazards were excluded mainly because our operations are not located in areas exposed to those types of hazards.
- Acute physical risks:
- Surface water flooding.
- River flooding.
- Coastal flooding.
- Ground movement.
- Extreme winds.
- Cyclones.
- Wildfires.
- Heatwave.
- Cold wave.
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Drought.
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Chronic physical risks:
- Water stress.
The analysis was carried out in a very comprehensive manner for our own operations, where we have precise information on the location of assets and their value, and in a less complete manner upstream (suppliers), as for these we only have information on their main country of operation, but not on the location of their production facilities. Downstream (customers), hazards were analysed based on the countries where we generate those sales.
The materialisation of these hazards across our value chain could result in interruptions to the Group's activities, damage to the Company's assets or an increase in the costs of raw materials or their transportation.
With regard to acute physical risks, the results indicate that there are currently no extreme hazards affecting the Group's facilities, despite some plants being located in high-risk areas. However, during 2025 the following hazards materialised:
- A cold wave at our facilities in Baltimore, Salt Lake City and Canby (all located in the United States of America), which resulted in their temporary closure for several days.
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- River flooding affecting the surroundings of our ProCenter in Quart de Poblet (Valencia, Spain), as a result of an isolated high-level depression event that occurred in the province on 28 October 2025. The Group's facility was not affected, but major road access routes and the operations of some of the centre's suppliers were impacted.
- Our facilities in Maçanet de la Selva and Inquide (both in Spain) experienced flooding caused by heavy rainfall.
- Snowstorms at our facilities in Orlinda, Canby and Sparks, in the United States.
- Restrictions on pool water filling in certain locations in Spain and France as a result of drought conditions. Nevertheless, no impacts on the Group's financial statements have been identified that can be directly associated with these restrictions.
For further information in this regard, please refer to the chapter "Product and material outflow".
Transition risks
The results of the analysis indicate that, in some horizons and scenarios, risks increase, while in others they remain stable. The transition risks identified are distributed across the following three categories: regulatory, market (addressed in greater detail in the chapter "Product and material outflow") and reputational.
Regulatory:
- Increase in carbon pricing and new carbon-related regulations affecting direct costs.
- Policy actions and new regulations aimed at promoting mitigation.
- Failure to meet all stakeholder expectations regarding sustainability data transparency.
Market:
- Lower demand for products that can be replaced by lower-carbon alternatives.
- Stigmatisation of pool water use in areas with high water stress (risk with the highest projected financial impact).
Reputational:
- Deterioration in stakeholders' perception of the Company's contribution to the transition to a low-carbon economy.
The risk with the highest projected financial impact is number 5, with an estimated impact of approximately EUR 200 million in a scenario that is currently considered remote and becomes probable in 2030 and highly probable in 2050.
Opportunities
As part of the materiality assessment of sustainability matters, we identified four opportunities:
Own operations
- Reduction of costs associated with energy consumption as a result of studies and projects aimed at identifying inefficiencies and optimisation opportunities that contribute to greater energy efficiency, particularly in our production activities.
- Access to improved financing opportunities and the attraction of new customers as a result of investments made and improved sustainability performance, particularly with regard to climate change mitigation, for example through progress in environmental management certifications such as ISO 14001 or EMAS.
Product use phases (covered in greater detail in the sustainable products chapter)
- Increased demand for pool use and higher sales of our products as a result of rising temperatures.
- Increased sales of products with a lower environmental impact as a result of regulatory changes or increased awareness among customers and end users (see chapter "Product and material outflow").
SUMMARY OF KEY CLIMATE-RELATED OPPORTUNITIES
Climate change related opportunity
| Brief description of the opportunity: | Increase in sales due to a rise in average temperatures, leading to higher demand for new pools. |
|---|---|
| Estimated annual positive financial implications of this opportunity: | €219 M in 2030 and €455 M in 2050 under the SSP2-4.5 scenario |
| €277 M in 2030 and 590 €M in 2050 under the SSP5-8.5 scenario | |
| Estimated timeframe (in number of years) for the positive financial implications of this opportunity: | Projections for 2030 and 2050 based on anticipated sales growth. |
| Current annual costs associated with developing this opportunity: | Not applicable, as the identified opportunity arises from circumstances unrelated to the Company's strategic initiatives or decisions. |
As a result of the review carried out in 2025, the impacts, risks and opportunities identified in 2023 remain in place, with no significant changes in their nature. Nevertheless, the update incorporates the identification of positive climate change-related impacts arising from the actions implemented to meet the established objectives.
2025 Integrated Annual Report
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Im Pact, Risk and Opportunity Management
Description of the processes to identify and assess material climate-related impacts, risks and opportunities
ESRS 2 SBM-3; ESRS 2 IRO-1
Processes for the identification of impacts
The identification and assessment of climate change-related impacts have been carried out through the materiality assessment process, in which the results of the carbon footprint since 2021 have been taken into consideration, together with projected trends up to 2027.
Although our activities are not carbon-intensive, an impact associated with emissions in the use phase of the products and solutions marketed by the Group has been identified.
In the absence of any mitigation measures, the Group expects that the increase in emissions would be in line with the projected growth in activity and sales through 2027. However, Scope 1 and Scope 2 emissions will not grow at the same pace thanks to the mitigation measures that are already in place and those to be implemented, which will lead to increased energy consumption from renewable sources, a switch to biofuels and greater energy efficiency, as our objective is to achieve climate neutrality by 2027.
Process for the identification of physical risks
The process for identifying physical risks associated with climate change across our value chain is integrated into the development of the Corporate Risk Map, as defined in the Group's Global Risk Policy. This analysis is conducted using tools such as Munich Re and is aligned with the recommendations of the TCFD, ensuring comprehensive coverage of the vulnerability of current and future operations to adverse climate events.
At Fluidra, we use IPCC-aligned scenarios and project their impact over short-, medium- and long-term horizons, covering multiple sources of uncertainty through the use of site-specific geospatial data and regional data for each facility. This enables the integration of key drivers within each scenario, such as emerging regulations and technological trends. In addition, in 2024 we launched a project to quantify the financial impact of climate risks in detail, the first phase of which was completed in 2025.
This approach ensures that our strategy is informed by the most up-to-date climate scenarios, identifying areas of vulnerability and adapting our operations and mitigation strategies in response to these risks.
In collaboration with experts, we carry out continuous monitoring of potential financial impacts, which informs strategic decisions such as the opening of new operations and the acquisition of companies. The strategy also includes business continuity plans for flooding and water stress, which are adapted on a case-by-case basis according to the needs and specific characteristics of each operation or facility.
Specifically, our resilience analysis has included multiple climate and business scenarios and time horizons, which are integrated into our mitigation and adaptation strategy. The assumptions considered assess the transition to a low-carbon economy and changes in the macroeconomic and energy environment.
Time horizons
The time horizons analysed include the following:
- Current (2025): starting point and reference to assess the impact of the strategies implemented.
- 2030: horizon for active risk management, enabling an assessment of progress in mitigation and adaptation measures.
- 2050: key horizon to assess the impact of significant physical and transition risks and to align emission reduction targets with the global sustainability strategy.
- 2100: very long-term horizon to help assess extreme climate change scenarios and their impact on the viability and resilience of operations.
It should be noted that, at present, the time horizons listed above have not been linked to the expected useful life of assets, strategic planning horizons or capital allocation plans. However, work will be carried out with the Finance Department once sufficiently detailed results are available to incorporate them into strategic and financial planning.
Climate scenarios
- RCP 4.5: represents an intermediate mitigation scenario in which moderate global emission reductions are achieved. This scenario is used to identify physical and transition risks under moderate climate change conditions, enabling proportional responses to expected impacts.
- RCP 8.5: represents a high-emissions scenario with more extreme climate change. Physical and transition risks are assessed under this scenario to ensure resilience even under maximum impact conditions, preparing for potential challenges of greater magnitude.
Scope of the assessment
In the case of acute physical risks, the assessment was carried out at the 96 locations most critical to Fluidra, which were identified by the Company's Risk Manager based on data relating to the value of infrastructure and potential inventory at each site.
Based on the coordinates of these facilities, the Munich Re platform, together with databases from the Marsh Risk Consulting team, provided the probability, magnitude and duration of events and their financial impact, including a monetised assessment of impacts arising from property damage and business interruption.
In the case of chronic physical risks, the assessment focused on the effects that such hazards could have on demand for our products, rather than on the impact on the Company's operations.
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Accordingly, with regard to water stress risk, an assessment was conducted in the state of California (United States of America), the results of which were extrapolated to the other regions in which we operate (EMEA and APAC) in order to quantify a potential decrease in demand for our products as a result of restrictions on water use in swimming pools.
Adaptation of the strategy and business model
Based on the results of this assessment, we have implemented a climate strategy grounded in the commitments set out in the Responsibility Blueprint, designed to guide the continuous adaptation of our operations and products to market sustainability demands.
In the short term, we have focused on reducing the carbon footprint (Scopes 1 and 2), as well as increasing the proportion of electricity sourced from renewable energy, in order to improve our climate risk profile and strengthen access to sustainable financing at a more competitive cost.
To address climate change in the medium and long term, we have undertaken initiatives to redesign and improve the efficiency of our operations. These include the installation of renewable energy at our sites and the rationalisation of the supply chain through the Simplification Programme, optimising production assets. We have also expanded our offering of sustainable products, including energy-efficient products and products that reduce water use.
> For further information on initiatives related to our product catalogue, please refer to the section "Product and material outflow" within the chapter "ESRS ES. Resource use and circular economy".
Finally, we recognise that the transition to a sustainable economy requires a workforce trained in new technologies and sustainability-related skills. Accordingly, looking ahead to 2026, we will focus on promoting a reskilling plan, including training in climate risk management and decarbonisation strategies for technical and managerial staff.
It should also be noted that the baseline climate assumption in the financial statements is that none of the potential scenarios will have any material effect on the figures presented and, in particular, on the figures used in the strategic plan on the basis of which impairment testing of intangible assets and Goodwill is performed.
Processes for the identification of climate transition risks and opportunities
The process for identifying material climate transition risks and opportunities was developed based on TCFD recommendations, relevant literature and sector benchmarks. In line with the Company's Risk Policy, scenarios were assessed in terms of probability and magnitude for the short term (2025). In addition, considering the specific characteristics of climate risks, they were also assessed in the medium (2030) and long term (2050) using two reference scenarios.
Two central scenarios were used: the Net Zero 2050 < 1.5°C scenario and the "Current Policies" scenario of the Network for
Greening the Financial System (NGFS), to guide risk owners in providing their views on potential impacts and probabilities. Contextual information for these scenarios was obtained from the most up-to-date NGFS guidance, including policy ambition, speed of policy response, pace of technological change and regional policy variation. These key drivers and factors are relevant for formulating global policy assumptions and stakeholder macro-trends, particularly for consumers and competitors. The main limitation is the availability of sector-specific information for the swimming pool industry within these scenarios.
The group of risk owners involved in assessing risks and opportunities comprises the CFSO, the Sustainability Director, the Director of Strategy, Investor Relations and FP&A, the Risk Manager, and the Group Global Internal Audit & Compliance Director Officer.
Policies related to climate change mitigation and adaptation
ESRS E1-2, ESRS 2 MDR-P
Our ESG Policy is the document that sets out the Company's commitments in relation to the management of impacts, risks and opportunities concerning climate change mitigation and adaptation.
| ESG Policy | |
|---|---|
| Date | Initial approval: December 2020. |
| Last review: February 2024. | |
| Responsible body | Board of Directors of the Fluidra Group. |
| Objectives | The policy aims to define the Company's commitments and minimum requirements to ensure a positive contribution to economic, environmental, and social progress through its business activities and commercial relationships. |
| Scope of application | The ESG Policy applies to all Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights, and/or companies where it has appointed or can appoint the majority of the management team, thereby maintaining control of the Company. This policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships managed by Fluidra S.A. at any time. |
| Third-party standards and initiatives considered | • 2030 Agenda and the United Nations Sustainable Development Goals. |
| • Ten Principles of the United Nations Global Compact. | |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
With regard to climate change mitigation, we are committed to adopting the following measures:
- Reducing greenhouse gas emissions, through the definition and monitoring of a roadmap and short-, medium- and long-
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term reduction targets, aligned with science to meet the objective of limiting the increase in global average temperature to 1.5°C and thus aligning with the goals of the Paris Agreement.
- Advancing the transition towards renewable energy consumption, through targets to increase the supply of electricity from renewable sources, the development of projects for the installation of photovoltaic panels at our facilities, and the purchase of energy certificates.
- Implementing energy efficiency improvements, promoting the development of projects that deliver energy consumption savings, such as the installation of low-consumption lighting, improvements in insulation, equipment upgrades, etc.
With regard to climate change adaptation, we are committed to:
- Promoting adaptation and resilience to new climate scenarios, through the annual assessment of climate-related risks and opportunities across the regions and sites of the Fluidra Group, in accordance with the provisions of the Global Risk Policy.
- Encouraging collaboration in external adaptation projects, whether related to environmental restoration, improvements to locations and infrastructure, or prevention and precautionary measures, among others.
In addition, Fluidra has undertaken commitments to mitigate climate change during the use phase of its products. In this regard, we are committed to investing in the research and development of clean technologies and to integrating sustainability criteria into the new product development process, in order to ensure that products contribute, among other aspects, to energy efficiency and climate change mitigation. All information relating to Fluidra's actions to contribute to climate change mitigation through its products is set out in the section "Product and material outflow" within the chapter "ESRS E5. Resource use and circular economy".
Furthermore, in 2022 we formalised our Carbon Neutrality Commitment, signed by Fluidra's Executive Chairman, in which we expressed our intention to offset those emissions that it has not been possible to reduce through CO₂ reduction projects, as an urgent measure to begin curbing the increase in atmospheric CO₂ levels.
In 2025, the Sustainability Department made progress in the development of a new version of our Sustainability Policy, with the aim of ensuring its consistency and alignment with the Company's main strategic and operational frameworks in this area: the Climate Transition Plan, the Water Care Plan and the Environmental Management Manual. It is expected that this Policy will be approved by the Board of Directors in early 2027, thereby consolidating the organisation's commitment to responsible and sustainable management.
Actions and resources in relation to climate change policies
ESRS E1-3; ESRS 2 MDR-A
Fluidra's actions on climate change are differentiated between initiatives focused on reducing emissions from our own operations (Scopes 1 and 2) and those aimed at reducing the carbon footprint associated with the value chain of our products (Scope 3).
As indicated above, all actions identified to achieve the annual reduction targets set out in our decarbonisation plan are linked to dedicated budget allocations, and their implementation does not depend on the availability of external financing.
The main constraint on the execution of these actions is related to the availability of certain technologies in some of our countries of operation, such as the lack of extensive and robust electric vehicle charging networks outside the European Union, or the availability of biodiesel in countries such as South Africa, in order to reduce fossil fuel consumption for generator operation during frequent power outages.
With regard to the former, as presented in the section "Transition plan for climate change mitigation", we have regional decarbonisation plans that define the actions planned each year in order to achieve the Scope 1 and Scope 2 emission reduction targets. The actions implemented in 2025 are categorised as follows:
Reduction in fossil fuel consumption in production processes
With regard to Scope 1, work has continued on the highest-impact project identified in the EMEA region, affecting one of the production facilities of the subsidiary Sacopa (a company that is among the Top 5 largest carbon footprint emitters within the Group). At year-end, two of its production facilities had effectively switched fuel to operate exclusively on 100% renewable fuel. This implementation will be extended in the coming years to the rest of the company's production processes, thereby decarbonising the Group's leading company in terms of direct emissions.
These actions have enabled, on the one hand, optimisation of the energy consumption associated with the filter drying phase within the production process, which until now was fuelled mainly by diesel. Although the implementation did not take place until the final quarter of the year, it was possible to replace 15% of diesel consumption for this purpose. A progressive reduction in its use is expected in 2026, resulting in a proportional reduction in Scope 1 emissions.
Other less significant reductions affecting production processes include the installation of aerothermal systems for heating and cooling, or the replacement of vehicles with 100% electric equipment at various Group subsidiaries. Given the number of companies and the diversification of production activities, decarbonisation opportunities aligned with the specific characteristics of each continue to be identified.
Access here for further information on our carbon neutrality commitment.
2025 Integrated Annual Report
Increase in renewable electricity consumption
Thanks to the investment approved in 2024 for the execution of a second photovoltaic installation at our production facility in Keysborough (Australia), the project was completed with a total of 598 kW of additional installed capacity (the site already had 187 kW). This second solar plant was commissioned in April, and by year-end it had enabled a 7% increase in self-generated energy consumption. In 2026, efforts will continue to optimise its performance, with an estimated reduction of almost 1,000 tCO_{2} per year (around 50% of the facility's Scope 2 emissions).
In 2025, 16 Group companies achieved the objective of transitioning their electricity consumption to energy from renewable sources, thereby demonstrating their commitment to the energy transition and the reduction of their environmental footprint.
On the other hand, it should be noted that, with more than 90% of renewable energy contracts in Europe, the migration of conventional electricity contracts has been promoted in locations with lower impact (Sweden), in line with the objective of achieving 100% renewable electricity consumption by 2027.
With regard to the acquisition of renewable energy certificates, priority has been given to countries and locations with higher consumption and a more carbon-intensive electricity mix. Accordingly, purchases have included the most impactful production facilities located in the United States of America (Taylor, SR Smith and FUSA), South Africa (Waterlinx) and China (CMP Shanghai). In addition, of the 33 Group companies that at the beginning of 2025 had not transitioned to renewable electricity, 16 executed the purchase of certificates covering their entire annual consumption.
In addition to the above actions, during 2025 new options for reducing Scope 2 emissions were explored. In this regard, a study was carried out for the implementation of a battery system in South Africa, which is expected to be expanded in 2026 to achieve a greater environmental impact.
Vehicle fleet
In 2024, the implementation of a new vehicle policy in Spain enabled progress towards more sustainable mobility. This policy will serve as a reference for implementing similar guidelines at other sites outside the country where mobility represents a significant impact on the carbon footprint. During 2025, new electric vehicle charging points were installed at sites in more than 10 countries. Other Group companies and countries are also making efforts to transition their fleets, as is the case in the United Kingdom, Germany and Thailand. In 2026, significant fleets such as those in the United States and Australia will assess the specific possibilities for vehicle.
In this context, in 2025 the percentage of electric vehicles increased from 3% to 10% of the total light vehicle fleet (passenger cars). In addition, the hybrid vehicle fleet increased from 6% to 18%.
In 2025, in addition to continuing to promote the transition towards lower-emission vehicles, we explored the possibility of using biofuels in cases where electrification is not feasible. Accordingly, at year-end Fluidra implemented the use of a 100% renewable biofuel that is fully compatible with conventional diesel for its vehicle fleet in Spain. This initiative will enable a reduction of up to 80% in the corresponding CO_{2} emissions, reinforcing the commitment to sustainability and energy innovation.
Finally, it should be noted that some Group companies operate their own fleets of industrial vehicles for goods distribution. To this end, during 2025 a pilot project was developed in Austria to optimise commercial routes and thereby reduce fuel consumption and CO_{2} emissions. Although improvements cannot yet be quantified, this initiative will be rolled out to other sites in a similar situation.
Energy efficiency
We periodically carry out energy efficiency audits at our production facilities, either to comply with the legal requirements of the countries in which we operate (such as Royal Decree 56/2016 of 12 February and European Directive 2012/27/EU on energy efficiency) or on a voluntary basis.
The objective of these audits is to identify opportunities to reduce energy consumption and subsequently define an action plan for each facility, including those measures whose implementation is technically and economically feasible. In the case of recurring audits, they are also used to monitor the effectiveness of the measures implemented as a result of the previous review.
In 2025 audits were carried out at the Group's main production and logistics facilities in Australia and the United States of America. These add to those carried out over the previous two years at other facilities located in Spain, the United States of America and South Africa.
As a result, improvement actions to reduce energy consumption were identified, and in 2025 the following measures were implemented:
- Replacement of lighting with LED systems; this measure continues to be applied at facilities where, even in the absence of an energy audit, conventional lighting is replaced with LED as it reaches the end of its useful life.
- Efficiency improvements in heating, ventilation and air conditioning systems and installation of technologies with lower energy consumption (aerothermal systems). During 2025, in some cases this made it possible to eliminate the consumption of natural gas for heating, thereby reducing the facility's direct emissions.
Improvements in compressed air systems to optimise consumption and reduce leaks.Recovery of heat from compressors for use in heating.Improvements in the insulation of fluid pipelines to prevent energy losses.Use of monitoring systems for the consumption of specific machinery, in order to identify improvements in highconsumption equipment.Replacement of production machinery with more efficient equipment, continuing the machinery renewal plan already reported in 2024 at the production facilities located in La Garriga, Granollers and Les Franqueses del Vallès (Spain), with CapEx amounting to 767,942 euros. This has enabled a 9.4% reduction in electricity consumption intensity relative to raw material consumption (kWh energy/tonne of raw materials).Implementation of energy control and management systems (sensors, monitoring systems), as well as training initiatives to reinforce an energy-saving culture across Group companies.
In addition to production facilities, other Group sites also carry out actions to promote energy efficiency, such as encouraging the shutdown of equipment and lighting at the end of the working day, and training and awareness-raising initiatives for employees on the importance of reducing energy consumption.
With regard to climate change adaptation actions, in 2025 we proceeded with the implementation of those referred to in the section “Material impacts, risks and opportunities” within this chapter. During 2026, the development of additional measures will be considered. The target time horizon for implementing relevant adaptation measures is between 5 and 10 years.
METRICS AND TARGETS
ESRS Requirements
Targets related to climate change mitigation and adaptation
ESRS E1-4; ESRS 2 MDR-T
In 2021, we defined a number of targets related to climate change mitigation, such as carbon neutrality targets, reductions in energy consumption and an increase in electricity consumption from renewable sources.
With regard to greenhouse gas reduction targets, we have set the objective of achieving climate neutrality for Scopes 1 and 2 by 2027, and for Scope 3 by 2050 at Group level (covering 100% of calculated and reported emissions).
In the case of Scope 1 and 2 emissions, additional annual reduction targets of a minimum of 4.3% up to 2027 have been defined, in line with the average global reduction envisaged in the IPCC SR1.5 (Special Report on 1.5°C, 2018) and AR6 (Sixth Assessment Report, 2023) scenarios to limit global warming to 1.5°C above pre-industrial levels, as set out in the Paris Agreement. Projected sales trends for the coming years have served as a reference to assess the defined decarbonisation strategy and to determine whether current and future actions are sufficient to meet the targets.
In order to comply with the disclosure requirements of ESRS E1-4, gross reduction targets (required by regulation) and net reduction targets (defined by Fluidra, the achievement of which is linked to the Annual Incentive Plan and to the conditions of the syndicated loan formalised in 2021) will be presented separately. With regard to the latter, it should be noted that, since 2023, our strategy has envisaged a minimum reduction of 50% through decarbonisation projects, while the remainder may be achieved through certified compensation projects.
The decarbonisation levers currently envisaged include actions to replace fossil fuels in Fluidra's industrial activities, electrification of the vehicle fleet, plans to increase the share of electricity sourced from renewable sources, and specific energy efficiency projects at high electricity-consuming facilities. In addition, as part of the Simplification Programme, we are identifying and implementing energy-saving opportunities.
Some of these levers are also associated with specific targets, such as the objective of achieving 100% electricity consumption from renewable sources by 2027, or the annual targets for reducing energy consumption intensity, understood as the ratio between the total energy consumption of productive companies and the sales of products manufactured by those same companies.
With regard to the Scope 3 target, we are working towards defining interim targets in the future (including a 2030 target), although progress has already been made in certain impact categories such as category 3.1, relating to purchased goods. As explained above, collaboration with key suppliers has continued this year in order to improve the measurement of their carbon footprint and identify decarbonisation opportunities.
The decarbonisation levers associated with this target will include, among others, the development of more efficient products, the use of renewable energy by our suppliers, and the formalisation of specific partnerships with the suppliers with the greatest impact, with a view to developing actions that promote their decarbonisation.
LIST OF CLIMATE CHANGE TARGETS
It should be noted that, in 2025, the methodology for calculating the energy consumption intensity reduction target was modified in order to make it more meaningful and to decouple it from sales of products manufactured by third parties. Accordingly, the calculation shifted from using total Group energy consumption and total Group sales to using only the energy consumption and sales corresponding to Fluidra companies engaged in productive activities. In addition, the reduction target has been set as a percentage compared to the previous year, meaning that the base year will change on a year-on-year basis.
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| Base Year | Current year | Targets | ||||
|---|---|---|---|---|---|---|
| Target | Scope | 2021 | 2025 | 2026 | 2030 | 2050 |
| Reduction of GHG emissions from scopes 1 and 2 (gross tCO2) | Global | 20,981 | 13,165 | 11,836 | N/A | N/A |
| Reduction of GHG emissions from scopes 1 and 2 (net tCO2) | Global | 20,981 | 6,262 | 2,200 | 0 | 0 |
| Reduction of GHG emissions from scope 3 (net tCO3) | Global | N/A | N/A | N/A | N/A | 0 |
| Electricity consumption from renewable sources | Global | 81% | 92% | 96% | 100% | 100% |
| Reduction in energy intensity (MWh/M€ revenue)11 | Global | N/A | 63 | N/A | N/A | N/A |
N/A: Not available. The Company is currently working on establishing goals for the items listed in the years indicated by this abbreviation.
Energy consumption and mix
ESRS E1-S; ESRS 2 MDR-M
Fluidra's main sources of energy consumption primarily comprise electricity, natural gas, diesel (for both production and heating, as well as vehicles), petrol, LPG and propane.
In 2025, total energy consumption amounted to 91,266 MWh, representing a 4% increase compared to 2024. One of the main drivers was the increase in our productive operations, alongside the development of energy efficiency projects as part of the implementation of the decarbonisation plan and the Simplification Programme. In addition, energy intensity stood at 42 kWh/k€ net, maintaining the same trend as in 2024. In this context, energy costs for the year reached 10,734,107 euros, equivalent to 1.5% of operating expenses for the financial year, representing a 90% decrease compared to 2024.
In line with the targets set by the Group, 93% of electricity consumption came from renewable sources, representing an increase of 4% compared to 2024. This contributed to 61% of total energy consumption coming from renewable sources. In addition, 100% of the energy we generate is renewable, as it is produced from photovoltaic panels installed at our sites.
As shown in the table below, and in line with the previous reference period, 99% of the Group's energy consumption came from subsidiaries carrying out activities with a high climate impact. The only exception is the energy consumption generated at our corporate headquarters, located in Sant Cugat del Vallès.
In determining whether Group subsidiaries carried out activities with a high climate impact, the requirements set out in the ESRS were taken into account. Accordingly, for subsidiaries located within the European Union, an assessment was carried out to determine whether the NACE codes (Statistical Classification of Economic Activities in the European Community) associated with their activities were included in Sections A to H and L of Commission Delegated Regulation (EU) 2022/1288. For the remaining subsidiaries, given the absence of a direct equivalence with the European classification, an assessment was carried out to determine whether their activities were comparable to those carried out by the European subsidiaries, with all of them ultimately being covered under the definition of sectors with a high climate impact.
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ENERGY CONSUMPTION AND MIX
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Sectors with high climate impact | Sectors without climate impact | Total | Sectors with high climate impact | Sectors without climate impact | Total | |
| Total fossil energy consumption (MWh) | 35,141 | 621 | 35,763 | 37,686 | 617 | 38,302 |
| Fuel consumption from coal and its derivatives | 0 | 0 | 0 | 0 | 0 | 0 |
| Fuel consumption from crude oil and petroleum products | 22,389 | 503 | 22,892 | 23,340 | 617 | 23,956 |
| Fuel consumption from natural gas | 8,534 | 0 | 8,534 | 8,400 | 0 | 8,400 |
| Fuel consumption from other fossil sources | 0 | 0 | 0 | 0 | 0 | 0 |
| Consumption of purchased or acquired electricity, heat, steam and cooling from fossil sources | 4,218 | 118 | 4,336 | 5,946 | 0 | 5,946 |
| Fuel consumption from nuclear sources (MWh) | 0 | 0 | 0 | 0 | 0 | 0 |
| Total renewable energy consumption (MWh) | 55,027 | 476 | 55,504 | 49,172 | 499 | 49,672 |
| Fuel consumption from renewable sources | 792 | 3 | 795 | 901 | 0 | 901 |
| Consumption of purchased or acquired electricity, heat, steam and cooling from renewable sources | 49,259 | 473 | 49,732 | 44,255 | 499 | 44,755 |
| Self-generated renewable energy consumption not used as fuel | 4,977 | 0 | 4,977 | 4,016 | 0 | 4,016 |
| Total energy consumption (MWh) | 90,169 | 1,098 | 91,266 | 86,858 | 1,116 | 87,974 |
| 2025 | 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Sectors with high climate impact | Sectors without climate impact | Total | Sectors with high climate impact | Sectors without climate impact | Total | |
| Renewable energy | 61% | 43% | 61% | 57% | 45% | 56% |
| Non-renewable energy | 39% | 57% | 39% | 43% | 55% | 44% |
| Total energy consumed with or without high climate impact (%) | 99% | 1% | 100% | 99% | 1% | 100% |
| 2025 | 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Sectors with high climate impact | Sectors without climate impact | Total | Sectors with high climate impact | Sectors without climate impact | Total | |
| Electricity from renewable sources | 93% | 80% | 93% | 89% | 100% | 89% |
| Electricity from non-renewable sources | 7% | 20% | 7% | 11% | 0% | 11% |
| Total electricity consumed with or without high climate impact (%) | 99% | 1% | 100% | 99% | 1% | 100% |
ENERGY PRODUCTION BY SOURCE
| 2025 | 2024 | |
|---|---|---|
| Non-renewable energy | 0 | 0 |
| Fossil sources | 0 | 0 |
| Nuclear sources | 0 | 0 |
| Renewable energy | 4,977 | 4,016 |
| Fuel from renewable sources | 0 | 0 |
| Electricity from renewable sources | 4,977 | 4,016 |
| Total energy production | 4,977 | 4,016 |
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ENERGY INTENSITY¹²
| 2025 | 2024 | % 2025/2024 | |
|---|---|---|---|
| Energy consumption (MWh) | 90,169 | 86,858 | 4% |
| Net revenue (€) | 2,183,709,000 | 2,101,599,000 | 4% |
| Energy intensity in sectors with high climate impact | 41 | 41 | 0% |
| 2025 | 2024 | % 2025/2024 | |
| Energy consumption (MWh) | 91,266 | 87,974 | 4% |
| Net revenue (€) | 2,183,709,000 | 2,101,599,000 | 4% |
| Energy intensity of the Fluidra Group | 42 | 42 | 0% |
Gross Scopes 1, 2, 3 and total GHG emissions
ESRS E1-6; ESRS 2 MDR-M
The carbon footprint has been calculated in accordance with the Greenhouse Gas Protocol – Corporate Accounting and Reporting Standard (revised edition), as well as the GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard. This methodology is currently the most widely implemented and follows IPCC guidelines.
The methodological basis for calculating the greenhouse gas emissions arising from our activities consists of applying emission factors to the Company's activity data. These emission factors have been sourced from the IPCC Sixth Assessment Report.
The activity data used depend on the emissions category being calculated and on the units in which such activity data have been provided.
The carbon footprint comprises total fossil (non-biogenic) emissions and biogenic emissions of methane and nitrous oxide (other anthropogenic biogenic emissions). It should be noted that biogenic emissions do not affect the carbon footprint.
As general conclusions, it should be highlighted that gross Scope 1 and 2 emissions have been reduced by 44% compared to the 2021 base year (excluding CO₂ compensation). Within these, Scope 1 emissions decreased by 23% compared to the base year, as a result of the reduction measures implemented. On the other hand, Scope 2 emissions have been reduced in line with the target set for renewable energy consumption (92%), with a 66% decrease compared to 2021.
Compared to the previous year, Scope 1 has remained practically stable (0.2% variation), while Scope 2 has decreased by 6%. The overall reduction amounted to 1.5% of gross emissions, thereby mitigating the impact of a 4% increase in sales (and therefore production) during the year.
With regard to the distribution of the carbon footprint by company, it remains very similar to previous years. The five companies with the highest Scope 1 and 2 emissions account for 50% of the total. For this reason, Fluidra has plans in place to
reduce the impact of three of them (Fluidra Group Australia, Sacopa and Fluidra Commercial France) and is analysing the impact of the other two (Fluidra Waterlinx and Built Right). It is worth noting that, in the case of Waterlinx, during 2025 the use of batteries was analysed as a potential decarbonisation pathway, although no optimal proposal for implementation was identified. During the coming year, further specific decarbonisation actions with a significant global impact will continue to be assessed.
During 2025, there has been a significant improvement in the quality, coverage and systematisation of the data used to calculate the organisation's carbon footprint. In this context, the increases observed in certain emission categories do not reflect a real increase in activity or environmental impact, but rather greater accuracy and robustness of the available information.
This improvement is particularly relevant in categories 3.4 (upstream transportation and distribution) and 3.9 (downstream transportation and distribution). In both cases, 2025 data are not directly comparable with the previous year due to the incorporation of new data sources and a more detailed calculation methodology. This, together with the increase in sales compared to the previous year, has resulted in a 3% increase in Scope 3 GHG emissions in 2025, particularly affecting emissions associated with these categories.
Looking at the breakdown by category, energy consumption during the use phase of sold products (Category 11) remains the main source of the Group's emissions, accounting for 83% of the total. By energy source, products consuming electricity represent 61% of the total impact of this category, followed by natural gas and propane (39% combined). By product type, filtration pumps account for 45% of the impact of this category, while gas heaters represent 38% of total use-phase emissions. Heat pumps account for 15% of the total.
The second largest category is purchased goods and services (Category 1), representing 11% of the total impact. These emissions mainly stem from the manufacturing of raw materials acquired by Fluidra (94%), particularly plastics (15% of the impact), metals (12%) and electrical and electronic equipment (7%).
¹² The denominator used to calculate this ratio is the amount of the Group's Sales of Merchandise and Finished Products. For further information, please refer to Note 22. Sales of merchandise and finished products of the Financial Statements.
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It should be noted that Fluidra does not have separate gross emission reduction targets for Scope 1 and Scope 2, nor disaggregated targets by category for Scope 3. However, in 2025 a local initiative with limited impact on Scope 3 emissions was implemented. During 2024 and 2025, Fluidra Commercial France launched a circular economy initiative for the revalorisation of obsolete IT equipment, in collaboration with a specialised provider. The donation and refurbishment of computers and other devices avoided the manufacture of new equipment, generating an estimated saving of approximately 21 tonnes of $\mathrm{CO}_{2}$ equivalent, with limited emissions associated with transportation. This initiative contributes to Scope 3 emission reductions, the efficient use of resources and the extension of product life cycles, aligning with the Group's climate and circularity objectives.
For further information on the annual targets envisaged for the years 2026, 2030 and 2050, please refer to the section "Targets related to climate change mitigation and adaptation" within this chapter.
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CARBON FOOTPRINT BY SCOPE¹³
| Retrospective | ||||
|---|---|---|---|---|
| Base year (2021) | 2024 | 2025 | % 2025/2024 | |
| Scope 1 GHG emissions | ||||
| Gross Scope 1 GHG emissions (tCO₂eq) | 10,658 | 8,225 | 8,242 | 0% |
| Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) | 0% | 0% | 0% | 0% |
| Scope 2 GHG emissions | ||||
| Gross location-based Scope 2 GHG emissions (tCO₂eq) | 23,638 | 13,858 | 13,398 | (3%) |
| Gross market-based Scope 2 GHG emissions (tCO₂eq) | 10,322 | 3,722 | 3,514 | (6%) |
| Significant scope 3 GHG emissions | ||||
| Total Gross indirect (Scope 3) GHG emissions (tCO₂eq) | 9,215,449 | 13,773,206 | 14,232,969 | 3% |
| 1. Purchased goods and services | 1,125,471 | 1,311,936 | 1,608,858 | 23% |
| 2. Capital goods | 35,924 | 26,270 | 22,229 | (15%) |
| 3. Fuel and energy-related activities | 5,759 | 8,099 | 8,080 | 0% |
| 4. Upstream transportation and distribution | 89,962 | 50,486 | 115,782 | 129% |
| 5. Waste generated in operations | 3,080 | 2,629 | 2,361 | (10%) |
| 6. Business travelling | 929 | 11,732 | 5,224 | (55%) |
| 7. Employee commuting | 7,238 | 18,215 | 18,812 | 3% |
| 8. Upstream leased assets | 0 | 1,908 | 430 | (77%) |
| 9. Downstream and transportation | 331,932 | 40,894 | 132,680 | 224% |
| 11. Use of sold products | 7,609,181 | 11,792,021 | 11,785,879 | 0% |
| 12. End-of-life treatment of sold products | 5,973 | 509,015 | 532,632 | 5% |
| Total GHG emissions | ||||
| Total GHG emissions (location-based) (tCO₂eq) | 9,249,745 | 13,795,288 | 14,254,609 | 3% |
| Total GHG emissions (market-based) (tCO₂eq) | 9,236,429 | 13,785,153 | 14,244,725 | 3% |
GHG INTENSITY PER NET REVENUES¹⁴
| 2024 | 2025 | % 2025/2024 | |
|---|---|---|---|
| Total GHG emissions (location-based) per net revenue (tCO₂eq/€) | 6.56 | 6.53 | (1%) |
| Total GHG emissions (market-based) per net revenue (tCO₂eq/€) | 6.56 | 6.52 | (1%) |
¹³ The following Scope 1 and 2 carbon footprint values corresponding to activities carried out in Spain are provided below: Gross Scope 1 GHG emissions: 1,760 tCO₂eq.; Gross Scope 2 GHG emissions (location-based): 3,319 tCO₂eq.; Gross Scope 2 GHG emissions (market-based): 39 tCO₂eq.
¹⁴ The denominator used to calculate this ratio is the Sales of Goods and Finished Products of the Fluidra Group. For more information, refer to Note 22. Sales of Goods and Finished Products in the Financial Report.
2025 Integrated Annual Report
GHG removals and GHG mitigation projects financed through carbon credits
ESRS E1-7
In 2023, we publicly announced our Carbon Neutrality Commitment, in which we set out the measures we will adopt to achieve our neutrality targets, as well as the extent to which emissions offsetting mechanisms will be used to reach them.
Accordingly, as described above in the section “Targets related to climate change mitigation and adaptation”, since 2022 we have committed to ensuring that at least half of the emissions reductions required to achieve our annual targets come from the decarbonisation plans driven by our subsidiaries. The remaining emissions, up to a maximum of 50% of our annual target, will be offset through certified projects that avoid and capture CO_{2}, as an emergency measure to begin reducing CO_{2} levels in the atmosphere. Where 100% of the reduction is achieved through decarbonisation plans, Fluidra will participate in absorption and/or mitigation projects, although the emissions mitigated and/or removed through such projects will not be taken into account when calculating our net GHG emissions.
In addition, to increase our ambition with respect to these targets, since 2024 we have applied an Internal Carbon Price of 60 euros per tonne to those companies that have failed to meet the above-mentioned reduction targets. The amounts collected are allocated to offsetting projects.
Finally, the commitment establishes the importance of ensuring that the projects developed contribute to generating a positive social impact in the communities where they are located. The selection of initiatives is based on rigorous strategic criteria, prioritising projects based on nature-based solutions over other initiatives, and ensuring that they are developed in countries where Fluidra has a presence, thereby strengthening ties with the territories in which the Group operates. In this way, projects are encouraged to have a strong social component, enhancing collaboration with local communities.
Priority is given to recent projects, with a track record of less than five years, that are certified under the most stringent international standards, in order to ensure continuity, traceability and quality. Finally, it should be noted that all selected projects show a degree of alignment with the Sustainable Development Goals on which Fluidra already works, reinforcing the coherence and impact of its sustainability strategy.
In this context, during the year Fluidra selected four new GHG mitigation projects financed through carbon credits, following, to the extent possible, the Oxford Principles for CO_{2} offsetting. In addition, we continued to expand the Fluidra Forest, planting a tree for each sustainable product sold during Climate Action Week. “Blue Carbon” credits (Restoration): given Fluidra's close relationship with water, a blue carbon project has been incorporated into Fluidra's offsetting plan. This involves a conservation and restoration project covering 930 hectares of mangroves in Úrsulo Galván (Mexico), aimed at the sustainable management of these ecosystems and certified under the international Climate Action Reserve (CAR) standard. The initiative contributes to climate change mitigation, reduces coastal erosion, increases resilience to flooding and protects key biodiversity habitats. The project is developed with the participation of 53 members of local communities, promoting stable income opportunities and strengthening the local economic and social fabric.Amazon Rainforest Conservation Project (Conservation): on the occasion of COP30 being held in Brazil, Fluidra has included a national initiative in its 2025 plan. This is the Russas REDD+ project, aimed at conserving the Amazon rainforest in Acre, Brazil, and certified under the Verified Carbon Standard (VCS) and Climate, Community & Biodiversity (CCB) standards. The project seeks to halt deforestation and protect biodiversity across more than 42,000 hectares of tropical forest, avoiding the release of stored CO_{2} and contributing to the mitigation of global warming.Reignite Project -- “Turning Farm Waste into Climate Action” (Capture and storage): in line with the Oxford Principles for carbon offsetting, Fluidra supports innovative projects with long-term carbon storage, such as biochar generation. The Reignite project, located in the state of Odisha (India), works with 5,000 farmers to transform agricultural waste into biochar, a solution that captures carbon on a long-term basis and is certified under the Verified Carbon Standard (VCS) of Verra. The biochar, mixed with manure, is applied directly to fields, avoiding transport-related emissions and improving soil health.Orizon CarbonCrop Rewards Programme (Regeneration): Fluidra collaborates with Orizon in South Africa, one of the regions most vulnerable to climate change, promoting regenerative agricultural practices to mitigate emissions and improve resilience, in a project certified under Verra's Verified Carbon Standard (VCS). The programme covers 16,000 hectares and promotes techniques such as no-tillage farming, cover crops, sustainable livestock management and the use of biological inputs, which reduce CO_{2}, improve soil health and strengthen food security.Tree planting in the Fluidra Forest (Removal): in collaboration with Tree-Nation, a total of 6,431 new trees were planted in the Fluidra Forest during 2025 as part of the “Advancing Reforestation for a Better World” campaign. These trees support tropical forest conservation projects in Indonesia, the restoration of fire-affected areas in the United States, and agroforestry initiatives with social and environmental impact in Nepal.
As in 2024, mitigation projects were taken into account when calculating our net GHG emissions. However, it should be noted that only emissions mitigated through projects certified under a recognised quality standard were included. Consequently, the 251 tCO_{2} corresponding to the tree planting project were excluded.
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
| Project | Typology | Quality standard | Location | 2025 (tCO2eq) | 2024 (tCO2eq) |
|---|---|---|---|---|---|
| Manglares Úrsulo Galván (blue carbon) | Removal | Climate Action Reserve (CAR) | Mexico | 800 | 0 |
| Russas REDD+ | Removal | Verified Carbon Standard (VCS) | Brazil | 5,300 | 0 |
| Reignite (Turn Farm Waste into Climate Action) | Removal | Verified Carbon Standard (VCS) | India | 100 | 0 |
| Orizon Carbon Crop Rewards | Removal | Verified Carbon Standard (VCS) | South Africa | 800 | 0 |
| Tree planting (collaboration with Tree-Nation) | Removal | N/A | World | 190 | 251 |
| Sichuan Household Biogas Programme | Reduction | Gold Standard | China | 0 | 1,350 |
| Valle Paleazza (Venice) Blue Carbon Project | Removal | Global Carbon Registry | Italy | 0 | 1,125 |
| Clean Maine Carbon (biochar) | Removal | Puro.earth | USA | 0 | 114 |
| Total (tCO2eq) | 7,190 | 2,840 |
Internal carbon pricing
ESRS E1-B
At the beginning of 2024, the Executive Committee (MAC) approved an Internal Carbon Price that penalises those Group companies that fail to meet the emissions reduction targets (Scopes 1 and 2) set out in the decarbonisation plans from the 2025 financial year onwards. Where its application is required, the amounts collected (through an internal charge) will be invested in decarbonisation projects within the Group or in emissions offsetting projects.
To set the internal carbon price, the recommendations of the World Bank's High Level Commission on Carbon Pricing Report were used as a reference, considering for 2025 the average price within the recommended range (in our case, $60 \€ / tCO_{2}$ ), the same as in 2024. We use this initiative as a planning tool to help identify revenue opportunities and risks, as well as an incentive to drive maximum energy efficiency, reduce costs, and guide capital investment decisions.
It should be noted that the Internal Carbon Price covers $0.08\%$ of the Group's total GHG emissions (100% of Scopes 1 and 2 and $0\%$ of Scope 3), and that no internal carbon price has been taken into account in the analysis of the financial statements.
As indicated in the section "Climate change mitigation transition plan" of this chapter, the reduction in GHG emissions resulting from the implementation of the actions set out in the regional decarbonisation plans exceeded the minimum $50\%$ required under our strategy, and therefore the application of the Internal Carbon Price was not necessary in the 2025 financial year.
Entity-specific disclosures
Gross GHG emissions from scope 1 and 2 by region
The gross Scope 1 and 2 GHG emissions by Fluidra's operating region are set out below. This breakdown corresponds to the data disclosed in the section "Gross Scope 1, 2 and 3 GHG emissions and total GHG emissions" of this chapter.
CARBON FOOTPRINT BY REGION
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Scope 1 | Scope 2 (market-based) | Total | Scope 1 | Scope 2 (market-based) | Total | |
| HQ + EMEA | 6,123 | 564 | 6,687 | 6,309 | 768 | 7,077 |
| AMER | 1,390 | 23 | 1,413 | 1,134 | 1,446 | 2,580 |
| APAC | 729 | 2,928 | 3,657 | 782 | 1,507 | 2,290 |
| Total | 8,243 | 3,514 | 11,757 | 8,225 | 3,722 | 11,947 |
Net GHG emissions from scopes 1 and 2
Net GHG emissions are calculated by deducting the emissions mitigated and/or removed through certified GHG absorption and/or mitigation projects from the gross Scope 1 and 2 GHG emissions, provided that the annual net emissions reduction target has not been achieved through the decarbonisation projects defined by the Group. In cases where decarbonisation projects are sufficient to achieve our targets, Fluidra will continue to contribute to the development of emission mitigation and/or removal projects, although these will not be taken into account for the calculation of net GHG emissions.
As announced in previous sections, in the 2025 financial year, as in the previous year, the decarbonisation projects implemented by the Group were insufficient to achieve the annual reduction target set out in our pathway towards achieving carbon neutrality by 2027. Consequently, in the calculation of net GHG emissions, the emissions reduced or removed through GHG mitigation projects financed via certified carbon credits were taken into account.
For further information, please refer to the section "GHG removals and GHG mitigation projects financed through carbon credits" within this chapter.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
As a result, in 2025, total net Scope 1 and 2 emissions decreased to $6,262\mathrm{tCO}_2$ , in line with the global target set for this year of reducing emissions to $6,262\mathrm{tCO}_2$ (-70% compared to the 2021 baseline year). It should be noted that emission reductions resulting from GHG mitigation projects financed through carbon credits accounted for 47% of total gross emissions, and therefore it was not necessary to activate the Internal Carbon Price.
| 2025 | 2024 | |
|---|---|---|
| Gross GHG emissions | 11,757 | 11,947 |
| GHG removal | 0 | 0 |
| Mitigation projects financed through certified carbon credits15 | 5,495 | 2,589 |
| Net GHG emissions | 6,262 | 9,358 |
Compliance with syndicated loan objectives
For further information on the terms and conditions of the syndicated loan, please refer to "Note 18. Financial liabilities with credit institutions and other marketable securities", of the Consolidated Annual Financial Statements.
Scope of the syndicated loan
The scope of the loan only takes into consideration the companies that formed part of the Fluidra Group as at 31 December 2021. Nevertheless, the scope will be adjusted in the following two cases:
- Sale and/or dissolution of companies within the scope: in such cases, the base year will be adjusted in order to ensure the comparability of the information.
- Merger and integration of companies subsequently acquired with companies within the scope: in such cases, the companies initially outside the scope will become part of it.
Under no circumstances will companies acquired by the Fluidra Group after 31 December 2021 that have not been integrated into companies that formed part of the Group on that date be included within the scope.
Scope adjustments
Taking the above considerations into account, in 2024 the following adjustments were made to the scope of the syndicated loan:
- The data relating to Meranus Gesellschaft Für Schwimmbad-und Freizeitausrüstungen, GmbH (Germany), acquired by the Fluidra Group during the 2023 financial year, were incorporated into the scope as a result of its integration into Fluidra Deutschland, GmbH (Germany).
- The data relating to Chadson Engineering PTY (Australia), acquired by the Fluidra Group during the 2024 financial year, were incorporated into the scope as a result of its integration into Fluidra Group Australia, Pty Ltd. (Australia).
And, during the 2023 financial year, the following adjustments were made:
- The baseline year data were updated to completely remove the data relating to Togama, S.A.U., which was sold in April 2023. It should be noted that, in 2022, an adjustment had already been made to the baseline year data in order to consider only the data corresponding to the first quarter of 2021 and 2022, with the aim of ensuring comparability of the information.
- The data relating to Kerex Uszoda KFT (Hungary), acquired by the Fluidra Group during the 2023 financial year, were incorporated into the scope as a result of its integration into Fluidra Magyarország KFT (Hungary), which forms part of the scope of the present loan.
Companies excluded from the scope
The following Fluidra Group companies as of 31 December 2025 have been excluded from the scope of the syndicated loan:
- Swim & Fun Scandinavia (Denmark), acquired in the 2022 financial year:
Financial year 2025: 4.19 tCO2eq and 100% of electricity from renewable sources.
Financial year 2024: 16.09 tCO2eq and 38% of electricity from renewable sources.
Financial year 2023: 21 tCO2eq and 0% of electricity from renewable sources.
- Aquacontrol, Gesellschaft für Meß-, Regel- und Steuerungstechnik zur Wasseraufbereitung, GmbH (Germany), acquired in the 2023 financial year. This company operates at one of the facilities belonging to Fluidra Deutschland, GmbH (Launchhammer), which forms part of the scope of the present loan.
- Grupo NCWG (Portugal), acquired in the 2024 financial year:
Financial year 2025: 1 tCO2eq and 100% of electricity from renewable sources.
Financial year 2024: 1 tCO2eq and 100% of electricity from renewable sources.
- BAC Pool Systems AG (Switzerland), acquired in the 2025 financial year:
Financial year 2025: 228.2 tCO2eq and 0% of electricity from renewable sources.
- BAC Pool Systems GMBH (Germany), acquired in the 2025 financial year:
Financial year 2025: 29.47 tCO2eq and 40% of electricity from renewable sources
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
EVOLUTION OF THE KPIS ASSOCIATED WITH THE SYNDICATED LOAN
| Indicator | Description | Base year (2021) | Performance 2022 | Performance 2023 | Performance 2024 | Performance 2025 | Target 2025 | Target 2026 | Target 2027 |
|---|---|---|---|---|---|---|---|---|---|
| KPI 1 | Reduction of carbon footprint (scopes 1 and 2) vs. base year | 19,618 | (22%) | (39%) | (52%) | (71%) | (70%) | (90%) | (100%) (vs. base year) |
| KPI 2 | Increase in electricity consumption from renewable sources | 71% | 83% | 86% | 89% | 93% | 92% | 96% | 100% |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
ESRS E2. POLLUTION
"2025 was marked by the continued strengthening of our global regulatory framework. We optimised compliance processes across all product categories, ensured alignment with an ever-evolving sustainability-driven regulatory landscape and supported the organisation in delivering safer, compliant and future-ready products"
David Tapias
Product Compliance, Open Innovation, ESG Product Director
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
Since the 2025, fiscal year, the management of sustainability issues related to pollution (except for substances of concern and substances of very high concern) has been led by the Sustainability Department, under the direction of the Chief Financial and Sustainability Officer (CFSO).
Accordingly, the environmental teams located at the production sites report directly to the Sustainability Department, which defines and implements the environmental strategy.
Following the organisational changes, the company has reviewed the oversight processes exercised by the Executive Committee (MAC) and the Board of Directors in this area. Accordingly, the Sustainability Department has reported on a quarterly basis to the Compliance Coordination Committee on the status of remediation projects addressing negative soil contamination incidents that have materialised in recent years at two of our production sites in Spain (Monzón and Polinyà).
For further information on the work of this Committee, please refer to the "Governance" section of the "Ethics and compliance" chapter".
Additionally, the Product Regulatory Compliance Department, under the direction of the Chief Product Officer (CPO), is responsible for ensuring compliance with applicable regulations on substances of concern and substances of very high concern in all operating countries, as well as promoting initiatives to reduce or eliminate these substances in the products we manufacture.
STRATEGY
Material pollution-related incidents, risks and opportunities
ESRS 2 SBM-3

As a result of the materiality assessment conducted in 2025, we identified two negative incidents, two risks and no opportunities related to pollution
In relation to incidents, we have identified one current negative incident across our entire value chain linked to chemical spills into soil and water, caused by accidents during manufacturing, storage and transport logistics processes. We have also identified one current negative incident in our upstream value chain related to the presence of substances of concern, as some intermediate materials and components supplied by our suppliers to manufacture Fluidra products may contain regulated substances, such as lead or the phthalate DEHP.
The management of these substances poses a compliance challenge within the framework of REACH, RoHS and other global restrictions. These incidents fall within a short-term time horizon.
With regard to risks, one environmental risk has been identified related to the potential imposition of penalties or fines resulting from environmental accidents at Fluidra production sites that generate environmental contamination. In addition, a regulatory risk has been identified in the upstream
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
value chain associated with the presence of substances of concern and substances of very high concern in products, which may compromise consumer safety, regulatory compliance, give rise to legal liabilities and negatively affect the company's reputation. Both risks could materialise in the short term.
As will be mentioned later, due to the identified soil pollution incidents, we have had to cover costs related to the corresponding remediation plans, which are detailed in the section "Actions and resources related to pollution".
Compared to the previous period, the incident related to the emission of substances into the air has been reclassified as non-material. This reassessment is due to the reduction in impact severity, as a result of subsidiaries' compliance with emission limits and the launch of the legal compliance assessment programme, which enables better identification and control of applicable requirements.
In the 2025 review, a more detailed analysis of environmental accidents was carried out and, as a result, the impacts associated with soil and water pollution were considered material, due to an increase in the probability parameter following the materialisation of incidents. In addition, a new incident related to the use of substances of concern in the upstream value chain was incorporated, which had not been identified as material in the previous financial year.
The information disclosed by Fluidra on pollution is largely covered by ESRS requirements. The only exception is the metric related to the sale of products containing hazardous or harmful substances, which is addressed through additional entity-specific information.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to pollution
ESRS E2-1; ESRS 2 MDR-P
We currently lack a policy that encompasses the prevention, control, and mitigation of impacts related to air, water, and soil pollution, as well as for preventing incidents and emergency situations.
It is planned to develop a pollution plan in 2026, once the Sustainability Department has completed the detailed analysis of pollutant emissions, following the organisational changes implemented last year in this area.
However, it is important to note that the ESG Policy already includes a commitment to developing action plans aimed at, among other objectives, improving water quality in the most affected watersheds due to our direct operations, which translates into a lower contribution of pollutants to water bodies.
Regarding substances of concern and substances of very high concern, our commitments are outlined in both the Code of Ethics and the Code of Ethics for Suppliers.
Both documents emphasize our commitment to verifying and ensuring that the products we manufacture and/or distribute comply with all applicable laws, directives, and regulations (including REACH, RoHS, POPs, and any other regulations restricting or prohibiting specific substances in products), as well as minimizing negative impacts on the environment and human health caused by hazardous substances. Additionally, the Code of Ethics for Suppliers requires suppliers to provide Fluidra with all necessary documentation to demonstrate compliance with these regulations throughout our value chain.
| Code of Ethics | Code of Ethics for Suppliers | |
|---|---|---|
| Date | Initial approval: December 2018. | |
| Last review: May 2024. | Initial approval: September 2019. | |
| Last review: May 2024. | ||
| Responsible body | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. |
| Objectives | The Fluidra Code of Ethics establishes the guidelines that must be followed by individuals within the Fluidra Group (as defined in the "Scope of Application" section) in the performance of their professional duties, including any interactions with the Company's stakeholders. | The Code of Ethics for Suppliers establishes the guidelines that all Fluidra Group suppliers and their employees must follow in conducting their business relationships with Fluidra worldwide. |
| Scope of application | Members of the Board of Directors, executives, and employees of Fluidra S.A. and its subsidiaries, including all companies in which Fluidra S.A. directly or indirectly holds a majority of shares, interests, or voting rights and/or companies where it appoints or can appoint the majority of its corporate management team, thus effectively controlling the entity. This Code also applies, where relevant, to temporary business partnerships, joint ventures, and other equivalent associations led by Fluidra S.A. | All direct suppliers of Fluidra S.A. and its subsidiaries. |
| Third-party standards and initiatives considered | • International Bill of Human Rights. | |
| • Fundamental Conventions and Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). | ||
| • Ten Principles of the United Nations Global Compact. | • International Bill of Human Rights. | |
| • Fundamental Conventions and Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). | ||
| • Ten Principles of the United Nations Global Compact. | ||
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
2025 Integrated Annual Report
Actions and resources related to pollution
ESRS E2--2; ESRS 2 MDR--A
As already addressed throughout this chapter, in recent years two negative soil contamination incidents have materialised, and remediation efforts are currently underway.
With regard to the incident at our production site in Monzón (Huesca, Spain), remediation works continued throughout 2025, periodic monitoring of its progress was carried out, and the results were submitted to the authorities. Progress has been favourable. The cost associated with this remediation plan amounted to 89,630 euros in 2025. In addition, in order to prevent similar incidents in the future, lagoon 4 was dismantled this year, meaning that only one lagoon containing brine remains, lagoon 5. This lagoon is awaiting dismantling once it is emptied through natural evaporation. The cost associated with the emptying works of lagoon 4 amounted to 100,171.77 euros in 2025.
On the other hand, throughout 2025 we have been working on the remediation of subsurface contamination at our production site in Polinyà (Catalonia, Spain), originating from an industrial activity prior to Fluidra's operations. Monitoring results are very positive and the project is progressing according to plan. The remediation is expected to be completed in December 2026. The cost associated with these works in 2025 amounted to EUR 153,067.56.
In 2025, a legal compliance assessment programme was launched to identify and assess all applicable requirements at sites where some form of pollution‐related impact may occur across any environmental medium. This control system is being implemented gradually, starting with manufacturing companies and subsequently extending to all Group locations. It should be noted that this compliance control is already carried out at sites certified under ISO 14001; however, the plan aims to standardise it and extend it to the rest of the Organisation's companies. The global identification of polluting substances will also enable the development of a company‐specific plan for their future control and management.
METRICS AND TARGETS
ESRS Requirements Targets related to pollution
ESRS E2--3; ESRS 2 MDR--T
We do not have specific targets for pollutant emissions in our operations beyond complying with the current environmental requirements and limits in each country and location.
Between late 2024 and early 2025, an assessment of contaminants potentially present at our production sites was carried out. No relevant findings were identified and, therefore, it was not considered necessary to implement a specific pollution control plan at any of the Group's locations.
Regarding substances of concern and substances of very high concern, we have set reduction or elimination targets for all substances of very high concern that we purchase for its use in the products we manufacture or in our production processes. Boric acid: Fluidra's objective is to eliminate the use of boric acid by 2026, replacing 100% of chlorine tablets with alternatives that do not contain substances of very high concern. As at the end of the 2025, financial year, 79% of the tablets had already been replaced, covering approximately 35% of customers. This substance is used as a lubricant to facilitate the release of compacted tablets from the machinery moulds, as it helps to reduce friction and wear and to ease demoulding.Glutaraldehyde: this is a highly effective biocide used for the elimination of microorganisms and for the disinfection and cleaning of swimming pools, used in France to prevent the proliferation of fungi and algae between the pool structure and the liner coating. The Company achieved its elimination during the 2025 financial year.Melamine: Melamine is used as a reactive agent to measure cyanuric acid concentration in water, valued for its high precision. As it is considered a substance of very high concern, we are committed to evaluating viable alternatives to reduce its use. However, no technically effective substitute currently exists that ensures the same measurement accuracy. For this reason, we will continue to explore innovative solutions to minimise its environmental impact and align with best regulatory practices.
Pollution of air, water and soil
ESRS E2--4; ESRS 2 MDR--M
As previously noted, during 2025, we continued to work on expanding the information disclosed on pollutant emissions associated with Fluidra's activities, in line with the requirements of the European Sustainability Reporting Standards (ESRS).
For this identification, the Sustainability Department annually reviews pollutant reporting and carries out an initial screening based on the list of pollutants released to air, water and soil set out in Annex II of Regulation (EC) No 166/2006 (PRTR). This process involved identifying potential pollutants in air, water, or soil emissions, considering the activities carried out at Fluidra's facilities and the nature of the raw materials used in our production processes.
The list of potential pollutants was then shared with the relevant Group subsidiaries (mainly manufacturing sites) for confirmation and reporting of 2025, data, based on activity levels and available measurements. After evaluating and consolidating the received information, the Sustainability Department excluded from this Integrated Annual Report any pollutants that did not meet the minimum threshold established in the applicable regulation at a consolidated level.
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
FLUIDRA
The methodology for measuring pollutants varies across different plants, depending on the requirements of applicable environmental permits. These measurements may be conducted by in-house personnel or accredited external organizations, either directly or through calculations based on specific data, in accordance with the requirements of applicable regulations (e.g., PRTR).
For some pollutants, such as hydrofluorocarbons, the calculation has been based on fuel consumption, using a specific emission factor for each emission source.
As a result, we identified the following pollutants released to air and water, with no pollutants applicable to soil.
VOLUME OF AIR AND WATER POLLUTANTS
| Pollutant^{16} | Emissions | 2025 (kg) | 2024 (kg) |
|---|---|---|---|
| 7. Non-methane volatile organic compounds (NMVOCs) | Atmosphere | 153,939.3 | 144,671.8 |
| 98. Chemical oxygen demand (COD) | Water | 563.1 | 1,569.6 |
| 92. Total suspended particulates (TSP) | Atmosphere | 596.0 | 569.2 |
| Hydrofluorocarbons (HFCs) | Atmosphere | 30.0 | N/A |
| Other GHG gases | Atmosphere | 180.2 | N/A |
N/A: Not available.
Substances of concern and substances of very high concern
ESRS E2-5; ESRS 2 MDR-M
Due to the wide range of products we market and the differences in their production chains, we carry out strict controls to identify and assess the amount of substances of concern and substances of very high concern included in our products.
The Product Compliance Department is responsible for conducting these controls, with the primary mission of verifying that the products we market comply with the regulations of the countries where we operate. The pool chemicals segment is subject to the most rigorous controls.
To ensure regulatory compliance, the Group conducts thorough monitoring to properly manage and comply with regulations such as REACH (chemical substances), BPR (biocides), CLP (classification, labelling, and packaging of substances), GHS (Globally Harmonized System for chemical classification and labelling), UNE-EN standards for chemical and disinfectant products, and all other applicable regulations.
Additionally, we maintain regular contact with the European Chemicals Agency (ECHA), as well as other international organizations such as CEFIC (European Chemical Industry Council), Euro Chlor, IIAHC (Isocyanurate Industry Ad Hoc Committee), the Australian Pesticides and Veterinary Medicines Authority (APVMA), Brazil's Agência Nacional de Vigilância Sanitária (Anvisa), South Africa's Department of Agriculture, Land Reform and Rural Development (DALRRD), and other official bodies in the countries where we market our products.
In this regard, based on the analyses conducted, we do not offer products that exceed the limits established by the aforementioned regulations. However, some of the products we market contain permitted amounts of boric acid, melamine, phthalates, and lead, which are classified as substances of very high concern. The Product Compliance team is responsible for regularly analysing whether the products Fluidra markets contain any substances of concern or substances of very high concern, with particular attention to those listed under Regulation (EC) No 1907/2006 (REACH) of the European Union.
For more details on the substances of very high concern introduced into the production process, please refer to the section "Pollution-related targets" in this chapter.
In addition to these substances, we have identified two additional substances present in our products for which quantities could not yet be determined. This is because Fluidra does not introduce them into its production processes, but rather, they are already incorporated into intermediate materials purchased from suppliers. These substances are:
- Lead: found in electronic components and soldered materials on electronic circuit boards. Since these products are purchased with lead already integrated, we are making efforts to replace the electronic boards we procure with lead-free semiconductor alternatives.
- DEHP Phthalates$^{17}$: our catalogue includes one product that may contains this substance, as it used as a plasticiser in the pressure cleaner hose. Although this substances is considered of very high concern, its use not restricted in the Unites States of America, where this product is marketed. However, the Product Compliance team is conducting an assessment to
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replace it with alternative phthalates that have a lower potential impact on human health.
We have compiled the weight of each of the three substances of very high concern detected in our production process. The weights were determined based on purchases made by our manufacturing companies, which are subsequently used in product manufacturing.
| Substance | Type^{20} | 2025 (kg) | 2024 (kg) |
|---|---|---|---|
| Boric Acid | SVHC | 11,500 | 15,300 |
| Glutaraldehyde | SVHC | 0 | 0 |
| Melamine^{19} | SVHC | 4 | 5 |
In the case of lead and the phthalate DEHP, quantification has not been possible, as these substances are not directly introduced into the products, but are present in the semi-finished materials used in the value chain of the items that are marketed.
In line with what was reported in 2024, a plan has been implemented whereby the manufacturing companies themselves are responsible for reporting the existing quantities contained in each of the components that we purchase. For example, Inquide has developed a mitigation and elimination roadmap for SVHCs, with the objective of achieving 0% Boric Acid for all customers within the EU by 2026. With regard to Glutaraldehyde, during 2025 the objective has focused on achieving its 100% elimination, both in terms of volume and number of customers. With regard to melamine, to date there is no technical solution available for its substitution.
Entity-specific disclosures
Sales of products containing hazardous or harmful substances
ESRS 2 MDR-M
At Fluidra, we conduct an assessment of the sales of products containing hazardous or harmful substances, analysing the maximum content each product may contain to ensure consumer safety. This assessment involves verifying the quantities of these substances in our product catalogue and ensuring compliance with the thresholds established by the REACH and CLP Regulations.
Since 2023, we have centralized all chemical and product-related information into a global, centralized database to verify these figures more effectively. Based on product codes that contain any of the aforementioned substances, we conduct an annual review of their global sales, and the Product Compliance Department reports these figures.
During the current fiscal year, the sales percentages of these product codes have been as follows:
| Substance | Type^{20} | % of revenue associated with sales of these products | |
|---|---|---|---|
| 2025 | 2024 | ||
| Boric Acid | SVHC | 1.76% | 1.23% |
| Glutaraldehyde | SVHC | 0% | 0% |
| Melamine | SVHC | 0.03% | 0.05% |
This indicator considers the revenue associated with the sale of products containing substances classified as substances of very high concern (SVHC), in accordance with Article 57 of the REACH Regulation. Sales data are obtained from the aggregation of sales corresponding to the identified product codes that contain such substances.
It should be noted that, in the 2025 financial year, the methodology used to calculate the percentage of revenue associated with products containing substances of concern has been modified. While in 2024 this percentage was calculated using the revenue of the manufacturing entity, in 2025 the calculation has been aligned with the consolidated revenue of the Fluidra Group. This change does not affect the reported physical volume of substances (kg), nor the identification of the products containing such substances.
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ESRS E3. WATER AND MARINE RESOURCES
"Our water strategy aims to ensure efficient and responsible management of this key resource, reducing risks, optimising its use and contributing to water security in the communities and markets in which we operate."
Carla Coloma
Global Sustainability Director
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
Since the 2024 financial year, the management of sustainability matters associated with water consumption in Fluidra's own operations has been led by the Sustainability Department under the direction of the Chief Financial and Sustainability Officer (CFSO).
The environmental teams located at the production plants report directly to the Sustainability Department, which now defines and implements the environmental strategy.
The Sustainability Department periodically reports to both the Executive Committee (MAC) and the Audit and Sustainability Committee on actions and performance related to water.
In accordance with the Global ESG Policy, the Group's Board of Directors is the highest body responsible for overseeing all matters associated with our sustainability strategy, including those related to water.
In addition, all matters associated with water consumption during the use phase of our products are led by the Sustainable Products $^{21}$ , area, which reports to the Chief Product Officer.
For further information, please refer to the section "Product and material outflow" within the chapter "ESRS ES. Resource use and circular economy".
STRATEGY
ESRS Requirements
Material impacts, risks and opportunities
ESRS 2 SBM-3

Within the framework of the materiality assessment, impacts, risks and opportunities related to water and marine resources have been identified and assessed across the value chain.
The main conclusions of this assessment have shown that issues associated with marine resources are not material in our case.
With regard to water-related issues, we have identified a total of four material impacts, of which two are positive impacts and two are negative impacts, as well as one opportunity.
The two positive impacts identified are related to our own operations. First, a current short-term positive impact has been identified in relation to initiatives to measure and optimise our water management practices, such as the water footprint and other projects aimed at returning clean water to the environment. In addition, a second current medium-term positive impact has been identified, linked to the efficient management of wastewater.
With regard to negative impacts, water consumption during the use phase of our products stands out, i.e. within our downstream
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value chain. In addition, it has been identified that, within our own operations, the concentrated abstraction of water from local sources for industrial activities requiring large volumes of water may have negative impacts on water availability and quality. Both impacts are current, and occur in the short and medium term, respectively.
In the area of opportunities, the development of innovations in pool products that reduce water consumption and evaporation in the short term is material within our own operations. This opportunity is based on prioritising solutions such as covers and anti-evaporation barriers, high-efficiency filtration and recirculation, intelligent level control, or leak detection.
Compared to the previous period, in 2025 two positive impacts related to the launch of initiatives associated with the "water positive" strategy and the efficient management of wastewater have been included. In addition, a new negative impact related to water use during the product use phase has been included. This aspect had been addressed in 2023 under the section "products and materials outflows", but the 2025 assessment reclassifies it under ESRS E3, as it focuses specifically on water consumption and its associated impact.
With regard to risks, the risk identified in the previous year, linked to the potential long-term impact of drought periods, has been reallocated under ESRS E1, in accordance with the updated assessment criteria.
Finally, in 2025 a new material opportunity related to sustainable innovation in pool products has been identified, which had not been considered in the previous assessment.
All impacts, risks and opportunities are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
Entity-specific disclosures
Water strategy
For years, we have been setting water withdrawal reduction targets (mostly from the municipal water supply) for use in our facilities, with the majority of the withdrawn water being returned to the network through the local sewer system.
Although Fluidra's operations are not water-intensive, in 2024, we decided to focus on this environmental factor due to the importance of water to our business.
For this reason, in 2025, we carried out the calculation of the corporate water footprint for the second time, with the aim of obtaining a more accurate diagnosis of where and how not only the company's activities, but also its products, have an impact across different regions and countries. Therefore, this calculation takes into account not only the quantity of water used, but also the location where water use occurs.
For further information on this action, please refer to the section "Water footprint" within this chapter.
In the short term, this assessment has served to develop an action plan to reduce the water footprint in the coming years
and to enhance transparency toward our stakeholders. In the long-term, our strategy will focus on designing integrated solutions and developing nature-based projects that will allow us to return more water to the environment than we use, ultimately transforming Fluidra into a "water-positive" company.

To achieve this objective, the strategy is based on measuring, reducing, reusing and returning water to the environment, prioritising the most sensitive locations and thus moving towards truly sustainable water management.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to water resources
ESRS E3-1; ESRS 2 MDR-P
Our commitments in relation to water are detailed in the ESG Policy.
Regarding water use in the Group's own facilities, we commit to periodically evaluating impacts, risks, and opportunities in this area, calculating our water footprint, ensuring responsible water withdrawal, developing action plans to minimize negative impacts (in terms of quantity, quality, and/or accessibility), and promoting efficient water use, particularly in high water-stress regions. Additionally, we commit to setting targets for reducing the volume of water used in our activities. The development of this strategy is set out in our General Water Management Procedure, prepared in 2025 and to be approved by the Executive Committee (MAC) in the coming months.
With regard to product design and manufacturing, the ESG Policy sets out our commitment to developing products that require lower water consumption or prevent water evaporation in swimming pools.
For further information in this regard, please refer to the section "Product and material outflow" within the chapter "ESRS ES. Resource use and circular economy".
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These commitments are further reinforced in Fluidra's Code of Ethics, which all employees sign upon joining the Company. The Code of Ethics establishes the duty of all employees to use water responsibly and sustainably, as well as to promote the most efficient processes and technologies for water treatment.
Additionally, regarding products, the Code of Ethics states the responsibility to prioritize those that contribute to achieving the Group's sustainability objectives, especially products that actively reduce water consumption.
| ESG Policy | Code of Ethics | |
|---|---|---|
| Date | Initial approval: December 2020. Last review: February 2024. | Initial approval: December 2018. Last review: May 2024. |
| Responsible body | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. |
| Objectives | The ESG Policy aims to define the Company's commitments and minimum requirements to ensure a positive contribution to economic, environmental, and social progress through its business activities and commercial relationships. | he Fluidra Code of Ethics establishes the guidelines that must be followed by individuals within the Fluidra Group (as defined in the “Scope of Application” section) in the performance of their professional duties, including any interactions with the Company's stakeholders. |
| Scope of application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights and/or companies where it appoints or can appoint the majority of the management team, thereby maintaining control of the entity. This Policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships managed by Fluidra S.A. at any time. | Members of the Board of Directors, executives, and employees of Fluidra S.A. and its subsidiaries, including all companies in which Fluidra S.A. directly or indirectly holds a majority of shares, interests, or voting rights and/or companies where it appoints or can appoint the majority of its corporate management team, thus effectively controlling the entity. This Code also applies, where relevant, to temporary business partnerships, joint ventures, and other equivalent associations led by Fluidra S.A. |
| Third-party standards and initiatives considered | ·2030 Agenda and the United Nations Sustainable Development Goals ·Ten Principles of the United Nations Global Compact | ·Ten Principles of the United Nations Global Compact. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Actions and resources related to water resources
ESRS E3-2; ESRS 2 MDR-A
Currently, $51\%$ of the Group's water withdrawal is concentrated in six of our subsidiaries (Zodiac Pool Systems, CoverPools, Inquide, Fluidra Waterlinx, Custom Molded Products Shanghai, and Ningbo Dongchuan), which are largely located in areas of high water stress. Consequently, the most significant actions implemented during the reporting period have been focused on these sites.
On the one hand, during this financial year we have continued the water recovery project initiated in 2024 at the Group's production site with the highest water abstraction, located in Polinyà (Catalonia, Spain). Thanks to the installation of a water treatment system, a $15\%$ water reuse rate was achieved at Inquide Metalast in 2025, relative to the total water used locally.
At the remaining locations, water audits have been carried out to better identify processes and propose improvement actions aimed at reducing water consumption. Some of these sites, such as Waterlinx, already have an action plan in place for 2026, while the others are in the process of assessing the results.
In 2025, other lower-impact actions to reduce water use were implemented, focused on measures such as the installation of flow meters, timed taps and solenoid valves at some of our production subsidiaries in Spain. In addition, work has begun on
identifying and implementing measures to reduce water evaporation, such as replacing a test pool with a tank (Talleres del Agua).
It should be noted that all production facilities hold the relevant permits and have the necessary water treatment systems in place to comply with the applicable legislation in this area.
In order to remedy the impact of our main water consumer (Inquide) on the surrounding environment, in 2025 we initiated the implementation of a collaborative project with Nactiva to restore seven hectares of forest located above the aquifer that supplies water to this area. The project is expected to be completed in early 2026. This is a nature-based solution that will not only increase rainwater absorption and its infiltration into the aquifer (the main objective pursued by Fluidra), but will also enhance forest resilience by increasing local biodiversity, carbon dioxide $(\mathrm{CO}_{2})$ sequestration and reducing wildfire risk from 2026 onwards. Annual water recovery is estimated at approximately $12,000~\mathrm{m}^3$ , equivalent to $9\%$ of Fluidra's total water abstraction and slightly more than $100\%$ of the abstraction of our facilities in Polinyà, thereby making them the first Fluidra sites to become water positive. Forest management works are expected to be completed during 2026.
However, this was not the only local water return initiative to the natural environment in which we participated during the year. Another highly relevant initiative helped us to fulfil our water return commitment for the year. The project, located at Fazenda
2025 Integrated Annual Report
Casa Grande (Corumbataí, Brazil), is based on rainwater harvesting to reduce runoff and maintain vegetation cover during dry periods. It is implemented in a catchment where Fluidra has an operational presence (Valinhos site). The water benefit has been quantified using Volumetric Water Benefit Accounting methodologies, with Fluidra being allocated a 12.98% share, equivalent to 300 m^{3} per year of avoided runoff.
Finally, the Sustainability Department has developed and disseminated a decalogue of good practices in water management, with the aim of raising employee awareness of efficient water use, including a point specifically related to minimising pollution in wastewater.
METHODS AND TARGETS
ESRS Requirements Targets related to water and marine resources
ESRS E3--3
As mentioned above, and in line with the strategy defined, in 2025 we set the target of becoming “water positive” by 2030. This commitment entails reducing consumption, maximising reuse and ultimately returning more water to the environment than is consumed in our own operations.
Based on this overarching goal, intermediate targets for water reduction and return have been defined for 2025 and the subsequent years.
With regard to reducing consumption, given that the highest direct use of this resource occurs in manufacturing operations, a target has been established for these companies requiring them to reduce their water use intensity by 4% relative to sales of the products manufactured. It should be noted that this target has been achieved and, looking ahead to 2026, this requirement will be maintained at a similar level.
In parallel, in order to increase the positive impact on the local environment of our factories, a target has been set to return water to the environment equivalent to 9% of the water used by Fluidra. To this end, we have participated in and sponsored two water recovery projects in the local natural environments where the impacts occur, as explained in the previous chapter on actions.
For 2026, it is planned to set a water return target of 20%, thus continuing along the path towards a positive impact.
As this is an annual target, it must be achieved within the fiscal year, with no interim objectives. Monitoring is carried out quarterly by the Sustainability Department and the Sustainability Committees (at the global and regional levels), once data from the Group's subsidiaries have been collected and reviewed as part of the reporting process. This allows for an immediate corrective response, if necessary, before the fiscal year ends.
For further information on the results obtained in relation to this target, please refer to the section “Water consumption” below.
Water consumption
ESRS E3--4; ESRS 2 MDR--M
Our water use amounted to 20,760 m^{3} in 2025. Due to the lack of water meters in all facilities that would allow for reliable data collection on water consumption and discharge, the Sustainability Department requests from the Group's subsidiaries only data relating to water withdrawal, based on invoices from local authorities or readings from on-site meters, in the case of water drawn from wells.
The methodology for calculating water consumption and discharge in 2025, similar to that applied in 2024, is based on the type of facility and the availability of meters on site. For production centres and some logistics facilities, these data were obtained through a customized water balance questionnaire for each site, based on its specific activities. This water balance was carried out in 2024 and, in 2025, it was reviewed to incorporate improvements arising from the water audits conducted. In the case of offices and commercial branches, where water is used only for sanitary facilities, it was assumed that water discharge equals water withdrawal, meaning there is no net water consumption.
All data have been classified according to water stress levels, distinguishing between high water-stress zones and non-stress zones. To make this classification, we analysed the coordinates of all Group facilities and determined their risk level based on the ratio of total annual water withdrawals to total annual available renewable water supply, using data from leading global water databases. As a result, we consider a high or extreme water stress risk, and therefore classify a facility as being in a high water-stress area, when this ratio exceeds 40%.
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WATER CONSUMPTION
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| High water stress areas | Non-water stress areas | Total | High water stress areas | Non-water stress areas | Total | |
| Total water withdrawal (m³) | 106,787 | 29,865 | 136,652 | 102,549 | 32,161 | 134,710 |
| Surface freshwater | 1,176 | 0 | 1,176 | 0 | 0 | 0 |
| Brackish surface water / seawater | 0 | 0 | 0 | 0 | 0 | 0 |
| Groundwater - Renewable | 6,976 | 1,513 | 8,488 | 951 | 0 | 951 |
| Groundwater - Non-renewable | 0 | 978 | 978 | 0 | 229 | 229 |
| Produced / filtered water | 0 | 0 | 0 | 0 | 0 | 0 |
| Third-party water (public or private network) | 98,636 | 27,374 | 126,009 | 101,598 | 31,932 | 133,530 |
| Total water discharge (m³) | 89,895 | 25,997 | 115,892 | 87,468 | 27,875 | 115,343 |
| Surface freshwater | 0 | 0 | 0 | 0 | 0 | 0 |
| Brackish surface water / seawater | 0 | 0 | 0 | 0 | 0 | 0 |
| Groundwater | 0 | 0 | 0 | 0 | 0 | 0 |
| Third-party destinations (public or private network) | 89,895 | 25,997 | 115,892 | 87,468 | 27,875 | 115,343 |
| Total water consumption (m³) | 16,892 | 3,868 | 20,760 | 15,081 | 4,286 | 19,367 |
Recycled or reused water
Recycled or reused water amounted to 1,748 m³ during the 2025 financial year (509% more than in 2024), following the completion of the water recovery project at one of our production sites located in Polinyà (Spain), which was initiated in 2024.
Stored water
Stored water amounted to 16,297 m³ in 2025, representing an increase of 330% compared to 2024. This difference is mainly due to an improvement in the reporting of this indicator, which has made it possible to identify more comprehensively the water stored across the Group's companies.
Water intensity²³
As noted in the 2024 report, this year the water intensity targets were redefined in order to better reflect Fluidra's reality and to focus efforts on the operations with the highest water use.
Accordingly, a consumption reduction target of 4% compared to 2024 was set, based on the use and sales of products manufactured exclusively by Fluidra. As specified above, a 12% reduction was achieved, thereby meeting the target set.
In addition, in order to comply with CSRD requirements, water intensity has been calculated based on consumption relative to total revenue, resulting in 9.51 m³ per total revenue (EUR million) in 2025. With regard to water intensity based on extraction, it amounted to 62.58 m³ per EUR million in 2025, representing a (2%) decrease compared to 2024.
For further information, please refer to the section "Targets related to water and marine resources" within this chapter.
WATER INTENSITY BY CONSUMPTION
| 2025 | 2024 | % 2025/2024 | |
|---|---|---|---|
| Water intensity | 9.51 | 9.22 | 3% |
| Numerator (water consumption m³) | 20,760 | 19,367 | 7% |
| Denominator (total revenue M€) | 2,184 | 2,102 | 4% |
WATER INTENSITY BY EXTRACTION
| 2025 | 2024 | % 2025/2024 | Target 2025 | |
|---|---|---|---|---|
| Water intensity | 63 | 64 | (2%) | 56 |
| Numerator (water consumption m³) | 136,652 | 134,710 | 1% | N/A |
| Denominator (total revenue M€) | 2,184 | 2,102 | 4% | N/A |
²³ The denominator for calculating this ratio is the Sales of Goods and Finished Products of the Fluidra Group. For more information, refer to "Note 22. Sales of goods and finished products in the Financial Report".
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Entity-specific disclosures
Water footprint
ESRS 2 MDR-M
In 2025, recognising the importance of water to the Company, Fluidra conducted its second comprehensive corporate water footprint assessment, following the UNE-EN ISO 14046:2014 standard.
This methodology, similar to the one used for carbon footprint calculation, analyses the entire water footprint inventory, including upstream impacts, own operations, and downstream activities. To provide a broader perspective, the study also considered impact categories included in the European Commission's validated Environmental Footprint methodology (Environmental Footprint EF 3.1) related to water.
Additionally, the water footprint was calculated in terms of direct and indirect flows, using the Water Consumption methodology of ReCiPe 2016. This approach has provided a comprehensive view of water consumption, impacts, and the specific locations where they occur.
This thorough analysis will enhance transparency in monitoring identified impacts and risks, while also helping Fluidra define a more ambitious strategy to reduce its impact across the entire value chain.
Regarding the results obtained, a distinction must be made between direct water use (occurring both within the boundaries of the organisation or outside them as a consequence of our operations) and indirect water use (which may also occur both within and outside Fluidra's facilities).
-
The indirect water footprint accounts for the largest share of the impact, particularly outside the boundaries of the organisation. Of this, 86% occurs during the use phase of the product life cycle²⁴, especially from products that consume electricity, which represent 99% of the total for this category. The remaining 14% derives from the acquisition of goods and services.
-
With regard to direct water use within the boundaries of the organisation, it should be noted that the Group companies with the highest water use are those located in the United States of America (35%), Spain (21%) and China (11%).
With regard to consumption, understood as the difference between water withdrawal and its discharge to the sewer system, the companies with the greatest impact are those located in Spain (38%), Australia (25%) and China (19%).
At a global level, it should be highlighted that 85% of all water abstracted for use in direct operations is discharged to the sewerage network, 8% is incorporated into products, and the remaining 7% is attributed to irrigation, losses and evaporation in industrial processes.
In line with our Carbon Footprint strategy, based on these results Fluidra will work on defining targets associated with direct water use at our facilities.
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ESRS E4. BIODIVERSITY AND ECOSYSTEMS
"Our biodiversity strategy seeks to minimise our footprint on ecosystems and promote the responsible use of natural resources."
Carla Coloma
Global Sustainability Director
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The management of sustainability issues related to biodiversity and ecosystems falls under the Sustainability Department, led by the Chief Financial and Sustainability Officer (CFSO).
The environmental teams located at the production plants report directly to the Sustainability Department, which now defines and implements the environmental strategy.
As will be mentioned later, studies conducted by the Company in this area have shown that climate change is the primary driver of biodiversity loss associated with our activities across the value chain. Consequently, we do not have specific governance processes for biodiversity, as the supervision of these issues is integrated into climate change actions.
For further information, please refer to the chapter "ESRS E1. Climate change".
STRATEGY
Transition plan and consideration of biodiversity and ecosystems in strategy and business model
ESRS E4-1
We have not conducted an assessment of the resilience of our strategy and business model concerning biodiversity. The only evaluation carried out to date was conducted in 2023, aimed at identifying the direct impact factors on biodiversity loss associated with our products throughout their value chain, following the Taskforce on Nature-related Financial Disclosures (TNFD) methodology.
The study focused on one product manufactured at each of the five most representative Group facilities, selected based on their location (high- or extreme-risk areas) and activity type (moulding, filter production, lighting, chemicals, metal products, and logistics operations).
The main conclusion of the study confirmed that biodiversity impact is concentrated downstream in our value chain, particularly in transportation and product use by end customers. Specifically, 92% of the total impact is linked to the use of disinfectant products and the energy consumption of filtration pumps. Furthermore, as illustrated in the following graph, the main drivers of biodiversity impact are climate change (84%), followed by pollution in all its forms (14%).

IMPACT DISTRIBUTION BY DRIVER
■ Climate Change
■ Pollution
■ Land use changes
■ Direct operations
For this reason, we have chosen to address biodiversity issues as an integral part of our climate change actions.
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Material impacts, risks and opportunities
ESRS 2 SBM-3; ESRS 2 IRO-1

As part of the materiality assessment, we have identified and evaluated impacts, risks, and opportunities related to biodiversity and ecosystem protection throughout the value chain.
For the identification and assessment of material impacts, continued consideration has been given to the results of the previously mentioned assessment (which covered all phases of the value chain associated with analysed products and locations), as well as the risk associated with the location of our key facilities.
As a result, we have identified that we primarily contribute to one of the direct drivers of biodiversity loss: climate change.
In this regard, we have determined that 43 out of our more than 220 facilities are located in high- or elevated-risk areas for biodiversity impact. However, we have assessed that only 12 of these 43 sites (specifically, those dedicated to logistics and manufacturing activities) could potentially have a negative impact on biodiversity-sensitive areas. These facilities are categorized by location as follows:
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Ten facilities (nine manufacturing and one logistics site) located in Catalonia (Spain), near the following protected areas:
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Garrotxa Volcanic Zone Natural Park: four production facilities in Sant Jaume de Llierca, Tortellà, and Sant Joan les Fonts.
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Montseny Natural Park: two production centres in La Garriga and Les Franqueses del Vallès, and one logistics centre in Sant Feliu de Buixalleu.
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Collserola Natural Park: three production facilities in Polinyà.
- One production facility in Brazil, located in Itajaí, near several protected areas, including Serra do Itajaí National Park.
- One production facility in Australia, located in Hastings, near French Island National Park and other protected areas.
In 2026, the study will be expanded to assess whether any of the mentioned facilities negatively impact sensitive areas, in order to determine the need for mitigation measures. It is important to note that, as part of the 2025 materiality assessment, we did not evaluate dependencies on biodiversity, ecosystems and ecosystem services at our material locations.
Additionally, we have not identified material negative impacts related to land degradation, desertification, soil sealing, or impacts on threatened species.
Regarding material risks, we have identified a long-term risk associated with potential damage to flora and fauna species protected by law, or damage to adjacent ecosystems of high biodiversity value. However, physical and transition risks, as well as systemic risks related to biodiversity, were not assessed.
The concern is the potential impact on the importation and/or sale of specific raw materials and products containing them, as well as reputational risks for Fluidra if the Company and/or its suppliers fail to comply with biodiversity and ecosystem protection regulations in its operating countries. These regulations are expected to become stricter, particularly in the European Union.
Finally, no material opportunities have been identified.
The identified impacts have not changed compared to the previous financial year. However, the risk identified in 2023 related to dependency, scarcity and quality of resources has been mapped under the sub-topic of resource inflows.
All impacts and risks are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to biodiversity and ecosystems
ESRS E4-2; ESRS 2 MDR-P
The ESG Policy includes a dedicated chapter on biodiversity, outlining the Company's key action priorities in this area:
- Identification of impacts, risks, and opportunities related to biodiversity across the entire value chain, in line with TNFD recommendations.
- Mapping of priority sensitive areas and the development of minimization and protection plans where necessary.
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- Promoting the use of natural resources from safe sources committed to zero deforestation, prioritizing certified raw materials that ensure the chain of custody of forest products.
- Collaborating on external projects focused on impact minimization or ecosystem restoration in the environments where we operate.
ESG Policy
| Date | Initial approval: December 2020. Last review: February 2024. |
|---|---|
| Responsible body | Board of Directors of the Fluidra Group. |
| Objectives | Defines the Company's commitments and minimum requirements to ensure a positive contribution to economic, environmental, and social progress through its business activities and commercial relationships. |
| Scope of application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights and/or companies where it appoints or can appoint the majority of its management team, thereby maintaining control of the entity. This Policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships managed by Fluidra S.A. at any time. |
| Third-party standards and initiatives considered | • 2030 Agenda and the United Nations Sustainable Development Goals. • Ten Principles of the United Nations Global Compact. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Actions and resources related to biodiversity and ecosystems
ESRS E4-3; ESRS 2 MDR-A
Climate Action Week: one tree for every sustainable product sold.
The only action implemented during 2025 with a quantified and verified positive impact on biodiversity and ecosystems is the collaboration on the development of a project with Nactiva for the restoration of seven hectares of forest. Although the primary purpose of this action is to remediate the impacts associated with water abstraction by our production site located in Polinyà, the project will also improve the overall condition of the forest and generate a positive impact on biodiversity in the managed area from 2026 onwards. According to the study carried out, the action is expected to improve biodiversity by 23%.
For further information about the project, please refer to the section "Actions and resources related to water and marine resources".
METRICS AND TARGETS
ESRS Requirements
Targets related to biodiversity and ecosystems
ESRS E4-4; ESRS 2 MDR-T
In line with what was reported in 2024, we are currently in the assessment phase of the potential impact of sites located in sensitive areas on biodiversity and ecosystems, and therefore we have not yet implemented biodiversity-related targets.
Impact metrics related to biodiversity and ecosystems change
ESRS E4-5; ESRS 2 MDR-M
As previously described, we have identified that 12 out of 43 facilities located near sensitive areas could potentially have a negative impact on biodiversity. The total surface area of these sites amounts to $162,237\mathrm{m}^2$ , equivalent to 16.22 hectares.
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2025 CONSOLIDATED MANAGEMENT REPORT
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ESRS E5. RESOURCE USE AND CIRCULAR ECONOMY
"In 2025, we secured carbon footprint data from one third of our suppliers. This information, together with data on other key sustainability targets, will now be integrated into an artificial intelligence-based selection model to automatically identify low-risk and sustainability-aligned partners."
Igor Muminovic
Vice President Global Procurement
This chapter aims to present the material impacts of the Fluidra Group regarding resource use and circular economy, as well as the associated material risks and opportunities.
To ensure a clear understanding of the information presented, the material topics related to resource use and circular economy have been grouped into three sections, in accordance with the Company's governance structure and responsibilities:
- Resource inflows: access here.
- Waste management: access here.
- Product and material outflows: access here.

Resources inflows
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The management of resource inputs, as well as the associated impacts and risks, falls under the Corporate Procurement Department. This department operates under the Global Operations Area, led by the Chief Operations Officer (COO), who is a member of Fluidra's Executive Committee (MAC). The COO supervises and ensures the alignment of purchasing activities with our global strategy and reports to the Executive Committee (MAC) on matters related to resource inputs within the Company's Simplification Program.
Additionally, the Global Procurement Director leads the department's strategy at a global level. This role coordinates communication between the Executive Committee (MAC) and the rest of the department, ensuring that the department's goals align with and contribute to Fluidra's overall objectives.
Below is the organizational structure of the department regarding resource input management. The Department plans to formalise the roles and responsibilities of each hierarchical
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level in the new Global Procurement Policy, which is expected to be published during 2026.
- Regional Procurement Directors: responsible for implementing the procurement strategy and objectives in the APAC, North America and EMEA, ensuring the execution of the Procurement Directive and managing teams and supplier relationships.
- Category Managers: oversee global categories such as electronics, motors, resins, and transportation. They develop procurement strategies, negotiate contracts, and lead cost optimization initiatives, ensuring regulatory compliance and sustainability.
- Global Sourcing Operations Manager: supports purchasing managers in developing initiatives and managing sustainability aspects, including monitoring impacts and risk mitigation.
The matrix structure of the Purchasing Department encompasses all Fluidra Group companies, with centralized functions for strategic and cross-functional purchasing. This model enables efficient and coordinated management, including:
- Monthly meetings: the department meets monthly to evaluate progress on objectives and initiatives, ensuring effective oversight and data-driven decision-making.
- Information channels: procurement managers report to Regional Directors, who in turn report to the Global Procurement Director, ensuring clear and efficient communication.
- Integration of controls: Category Managers collaborate with other departments to align business needs with resource optimization, leading initiatives such as sourcing suppliers that provide recycled materials.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
Within the framework of the materiality assessment, we have identified three current positive impacts, as well as one risk and one opportunity.
With regard to positive impacts, these include the reduction of packaging materials and/or the prioritisation of renewable materials in our own operations in the medium term; the incorporation of emerging digital technologies in R&D during the product design phases, also in the medium term; and the
sustainable sourcing of raw materials from certified suppliers for our upstream value chain in the short term.
With regard to risks, we have identified a medium-term operational risk related to the potential scarcity of metals in the supply chain. Fluctuations in the availability of metals within the supply chain could affect production schedules, increase costs and lead to disruptions in the supply of materials. This could have a negative impact on the business's financial position, revenues, operating costs and cash flow. In response to this risk, we have identified a medium-term opportunity related to the sustainable sourcing of raw materials.
To address these material impacts and risks, we are implementing various initiatives aimed at promoting the use of recycled and renewable materials, increasing the circularity of the products we manufacture and/or market, and reducing variable costs through the globalization of the purchasing function. The only current financial effects identified in this area are the cost savings resulting from initiatives carried out within the Simplification Program.
> For further information, please refer to section "2.1.3 Simplification Programme" of the chapter We are Fluidra.
Compared to the 2023 financial year, we have included two positive impacts related to actions that promote circularity and efficiency, such as the Sustainable Products strategy. The negative impact identified in the previous year related to the extraction and consumption of raw materials has been replaced by a positive impact associated with sustainable sourcing, aimed at maintaining commercial relationships with more than one supplier, while safeguarding costs, quality and sustainability.
With regard to the risk related to the lack of qualified personnel across the upstream value chain, this has been mapped in 2025 under ESRS S2.
Finally, during the 2025 materiality assessment, we included an opportunity closely linked to the positive impact of sustainable sourcing, as it helps to strengthen business resilience and reduce supply chain disruptions, while also having a positive impact on reputation.
All impacts, risks and opportunities are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
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IMPACT, RISK AND
OPPORTUNITY MANAGEMENT
Policies related to resources inflows
ESRS ES-1; ESRS 2 MDR-P
The commitments we have made regarding resource inputs are outlined in the ESG Policy, the Code of Ethics for Suppliers, and the Procurement Directive.
| ESG Policy | Code of Ethics for Suppliers | Procurement Directive | |
|---|---|---|---|
| Date | Initial approval: December 2020. Last review: February 2024. | Initial approval: September 2019. Last review: May 2024. | Initial approval: February 2017. Last review: Not applicable. |
| Responsible body | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. | Compliance Coordination Committee. |
| Objectives | Defines the Company's commitments and minimum requirements to ensure a positive contribution to economic, environmental, and social progress through its business activities and commercial relationships. | The Code of Ethics for Suppliers establishes the guidelines that all Fluidra Group suppliers and their employees must follow in conducting their business relationships with Fluidra worldwide. | The Global Procurement Directive aims to ensure the efficient procurement of goods and services that have the greatest impact on the success of Fluidra Group's business operations, guaranteeing quality, efficiency, sustainability, and ethical standards in all transactions. |
| Scope of application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights and/or companies where it appoints or can appoint the majority of its management team, thereby maintaining control of the entity. This Policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships managed by Fluidra S.A. at any time. | All direct suppliers of Fluidra S.A. and its subsidiaries. | The Procurement Directive applies globally to all expenditures on raw materials, components, services, fixed assets, and externally manufactured goods acquired by Fluidra Group, including individual purchase orders. |
| Third-party standards and initiatives considered | • 2030 Agenda and the United Nations Sustainable Development Goals. • Ten Principles of the United Nations Global Compact. | • International Bill of Human Rights. • Fundamental Conventions and Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). • Ten Principles of the United Nations Global Compact. | Not applicable. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to employees via the Group's corporate Intranet. |
The ESG Policy addresses key aspects of the transition away from virgin resources, promoting the use of secondary recycled and renewable materials, as well as sustainable sourcing through third-party certified materials that minimize negative impacts. Additionally, it includes a commitment to collaborate with external stakeholders on best practices for sustainable raw materials.
These commitments are also reflected in the Code of Ethics for Suppliers, which encourages suppliers to adopt reuse, recycling, and product durability practices, as well as to implement activities aimed at minimizing virgin resource use, including in packaging and wrapping materials.
As indicated above, we are working on updating the Global Procurement Policy, which is expected to be approved in 2026. This updated policy will include new standardized guidelines for the procurement of goods and services, promoting transparency and control in all transactions, as well as reducing the environmental impact associated with resource inputs.
Due Diligence in Conflict Minerals
Based on the risks associated with the supply chain and the negative impacts that certain resources used in our products may have, the Code of Ethics and the Code of Ethics for Suppliers were amended in 2024 to include commitments related to due diligence on conflict minerals.
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We maintain a strong commitment to human rights in the supply chain and responsibility in the sustainable management of the resources we acquire and use for our manufactured products.
For this reason, Fluidra Group companies do not import or directly acquire minerals that may originate from conflict zones, such as gold, tin, tantalum, tungsten, and their ores.
Although we are not subject to Regulation (EU) 2017 / 821, the modifications to our Code of Ethics and Code of Ethics for Suppliers reaffirm our commitment to responsible mineral sourcing. We also ensure that our suppliers identify any use of minerals from conflict-affected and high-risk areas, urging them to establish due diligence processes to identify risks within their supply chains.
For this reason, if any of these minerals are found in our marketed products, they will be present in small quantities, will not be introduced by us in our production processes, and the Group will ensure that the supplier complies with applicable regulations.
Actions and resources related resources inflows
ESRS E5-2; ESRS 2 MDR-A
At Fluidra, we are carrying out a transformation process aimed at enhancing resource efficiency and optimizing processes and technological tools to reduce environmental impact and promote the circular economy. The Sustainable Products²⁵ Strategy spans from the procurement of necessary resources for production to minimizing waste generation when our products reach consumers.
The Procurement Department plays a key role in mitigating the risk of resource scarcity for production, making every effort to reduce the quantity of resources needed while sourcing materials that align with Fluidra's Sustainable Product Strategy. To achieve these commitments, the team focuses on securing optimal materials, ensuring not only cost efficiency but also quality, sustainability, and availability.
To ensure resource availability for production continuity, the global procurement team maintains commercial relationships with multiple suppliers for critical inputs, including plastics, metals, and chemicals. Additionally, we evaluate the raw materials we acquire and prioritize those that meet the highest quality standards, guaranteeing high-performance products.
Following this approach, we carry out the necessary steps to source metals from suppliers that can guarantee that these materials meet the Group's quality assessments, as these elements are used in the manufacture of products that operate in environments exposed to temperature changes, submerged in water or in contact with chemicals.
As plastic is one of the primary resources used in our products, we have made significant efforts to increase the use of recycled plastic in manufacturing plants in Spain. This was achieved through:
- Negotiations with existing suppliers to ensure a higher percentage of recycled material in plastic products supplied.
- Selection of new suppliers through a bidding process, identifying those that prioritize the use of recycled plastics.
At the same time, in those Group companies that use wood for the construction of above-ground pools, actions have been taken to ensure the sustainability of forest products. This is the case of Manufacturas Gre, which holds PEFC and Bois de France certifications, ensuring sustainable forest management of the wood used, with chain-of-custody assurance from the company that harvests the resource from French forests. In addition, we continue to contribute to reforestation efforts in collaboration with the organisation Plantons pour l'avenir (France), to which we donate one euro for each wooden pool sold.
In this regard, we are working on the implementation of the future Deforestation Directive, assessing the sustainability of the wood we procure. To this end, procedures will be reviewed and updated to ensure that all wood acquired for our products is certified under international sustainability standards. This regulation applies to all wood purchases made by companies within the European Union.
The actions mentioned have not required operating expenditure (OpEx) or significant investments in fixed assets (CapEx). It should be noted that we have continued to allocate human and technological resources to ensure the success of these actions, including from the packaging laboratory, where we assess and develop new sustainable solutions.
We ensure compliance with European regulations, such as REACH, RoHS, and the French AGEC law. To this end, we require our suppliers to provide detailed information on the percentage of recycled material in products, the presence of regulated substances, and the recyclability of products.
METRICS AND TARGETS
ESRS Requirements
Targets related to resources inflows
ESRS E5-3; ESRS 2 MDR-T
The current targets set by the Procurement Department regarding resource inputs are linked to the variable cost reduction initiatives and the globalization of the procurement function, as outlined in the Company's Simplification Program.
> For further information, please refer to section "2.1.3. Simplification Programme" in the We are Fluidra chapter.
²⁵ Fluidra defines a "sustainable product" as any product marketed by the Company that meets all the requirements for at least one of Fluidra's defined product sustainability indicators (low carbon, energy efficiency, water savings, fewer chemicals, and/or circular product). For more information about these indicators, please refer to the Sustainable Product Strategy section in the chapter "Product and material outflows."
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Once these targets have been addressed, we will proceed with the definition of specific targets related to material sustainability impacts and risks.
Resource inflows
ESRS E5-4; ESRS 2 MDR-M
Due to the complexity of our value chain, Fluidra's resource inputs are grouped into the following three main categories:
Manufacturing tools
This category includes all types of machinery, moulds, and tools that the Company acquires and distributes across its production centres, based on its investment planning for asset renewal.
Finished products
We purchase and market finished products from third parties to complement our catalogue of proprietary products and solutions. These products are acquired for direct sale and do not undergo any transformation processes in our facilities.
Materials for product manufacturing
Lastly, we source a variety of materials from third parties for the manufacturing of our products at our production centres:
-
Components and semi-finished products for manufacturing: parts, materials, and intermediate products that have undergone one or more processing stages.
-
Raw and auxiliary materials for manufacturing: raw and/or auxiliary materials purchased from third parties.
-
Packaging: materials purchased to protect and/or temporarily group manufactured products, facilitating handling, transportation, and storage.
Below we provide data on the weight of materials acquired for product manufacturing, sourced from the databases of production centres that procure inputs.
At the same time, in 2025 resource inflows increased slightly by 1%. Although total demand grew, there was a slight change in the mix of products demanded. It is important to note that only products purchased for own production are accounted for. Products purchased as finished goods are not included in the calculation. In this regard, certain materials (such as wood) were acquired as finished products and therefore have not been included in the indicator.
Furthermore, we also provide a breakdown of biological materials, which include wood purchased for the manufacturing of saunas and enclosure structures, as well as other products such as bacteria used for the purification of our natural pools. In the case of wood, it is important to highlight that, as mentioned earlier, its chain of custody is certified.
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WEIGHT OF MATERIALS FOR PRODUCT MANUFACTURING
| Resources | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Total weight (tn) | % Total weight (tn) | % Recycled or reused | Total weight (tn) | % Total weight (tn) | % Recycled or reused | |
| Components and semi-finished products for manufacturing | 15,839 | 16% | N/A | 14,961 | 15% | N/A |
| Motors | 3,021 | 19% | N/A | 1,363 | 9% | N/A |
| Electronic components | 4,355 | 27% | N/A | 4,052 | 27% | N/A |
| Outsourcing²⁶ | 4,480 | 28% | N/A | 5,104 | 34% | N/A |
| Other²⁷ | 3,983 | 25% | N/A | 4,442 | 30% | N/A |
| Raw and auxiliary materials for manufacturing | 67,804 | 69% | 3% | 67,550 | 69% | 4% |
| Metals | 12,099 | 18% | 9% | 11,250 | 17% | 4% |
| Aluminium | 925 | 1% | 3% | 1,151 | 2% | 7% |
| Cobalt | 0 | 0% | 0% | 0 | 0% | 0% |
| Copper | 76 | 0% | 0% | 51 | 0% | 7% |
| Iron / Steel | 11,017 | 16% | 10% | 9,978 | 15% | 4% |
| Nickel | 0 | 0% | 0% | 0 | 0% | 0% |
| Lithium | 0 | 0% | 0% | 0 | 0% | 0% |
| Titanium | 81 | 0% | 0% | 70 | 0% | 0% |
| Wood | 179 | 0% | 0% | 1,398 | 2% | 0% |
| Plastics | 28,579 | 42% | 3% | 31,096 | 46% | 6% |
| Chemicals | 25,503 | 38% | 0% | 22,098 | 33% | 0% |
| Glass | 0 | 0% | 0% | 0 | 0% | 0% |
| Other²⁸ | 1,444 | 2% | 0% | 1,708 | 3% | 0% |
| Packaging | 15,044 | 15% | 21% | 15,041 | 15% | 31% |
| Films & Plastics | 2,700 | 18% | 5% | 3,467 | 23% | 5% |
| Wood | 3,491 | 23% | 53% | 3,085 | 21% | 66% |
| Cardboard | 5,274 | 35% | 24% | 3,799 | 25% | 70% |
| Labels | 0 | 0% | 3% | 3,706 | 25% | 0% |
| Compostable bags | 2,635 | 18% | 0% | 0 | 0% | 0% |
| Other²⁹ | 944 | 6% | 0% | 984 | 7% | 0% |
| Total | 98,687 | 100% | 7% | 97,552 | 100% | 9% |
WEIGHT OF BIOLOGICAL MATERIALS
| Biological material 2025 | Total weight (tn) | % Sustainably sourced | Product certification type |
|---|---|---|---|
| Wood³⁰ | 179 | 0% | N/A |
| Liquid Microorganisms | 96 | 0% | N/A³¹ |
| Total | 275 | 0% | N/A |
| Biological material 2024 | Total weight (tn) | % Sustainably sourced | Product certification type |
| --- | --- | --- | --- |
| Wood³² | 1,398 | 92% | PEFC ST 2002:2020 |
| Liquid Microorganisms | 101 | 0% | N/D³³ |
| Total | 1,499 | 86% | N/D |
²⁶ Within this dimension, components purchased by Fluidra from external companies to which production has been outsourced are included. Although manufacturing is carried out externally, Fluidra retains control over the design and technical specifications.
²⁷ All components and semi-finished products not included in the above categories are included, such as filter valves and pneumatic materials, among others.
²⁸ Raw and auxiliary materials not included in the above categories are included, such as ceramic products, synthetic wood, putty and fibreglass.
²⁹ Packaging materials not included in the above categories are included, such as lids, jars and paper, among others.
³⁰ Due to the outsourcing of wood products, current purchases are occasional and certification is not required pending the implementation of the European regulation (EUDR).
³¹ The liquid microorganisms acquired in the United States of America do not have a standardised certification; however, they have been subject to the authorisation requirements of the USDA.
³² Only wood used as a raw material for production and/or packaging has been accounted for. In line with the European Sustainability Reporting Standards (ESRS), wood used in transport packaging has not been accounted for.
³³ The liquid microorganisms acquired in the United States of America do not have a standardised certification; however, they have been subject to the authorisation requirements of the USDA.
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Waste Management
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
Since the 2024 financial year, the management of sustainability matters related to waste management has been led by the Sustainability Department under the direction of the Chief Financial and Sustainability Officer (CFSO).
In some cases, the environmental managers located at the production plants report directly to the Sustainability Department, which now defines and implements the environmental strategy.
The Sustainability Department periodically reports to both the Executive Committee (MAC) and the Audit and Sustainability Committee on actions and performance related to waste.
In accordance with the Global ESG Policy, the Group's Board of Directors is the highest body responsible for overseeing all matters associated with our sustainability strategy, including those related to waste.
STRATEGY
Material impacts, risks and opportunities related to waste management
ESRS 2 SBM-3
Within the framework of the materiality assessment, we have identified and assessed impacts, risks and opportunities related to waste management.
As a result, we have identified a current short-term negative impact in our own operations associated with the generation of product waste and its effects on the environment as a result of its treatment.
We have not identified any current or anticipated effects of waste management impacts on the Company's business model, value chain, strategy or decision-making.
In addition, we have identified an environmental risk associated with the management of waste generated in our own operations. Specifically, this risk relates to increases in costs and taxes associated with waste collection and treatment, particularly for waste sent to landfill, as well as potential penalties for non-compliance with applicable regulations.
Both the material impacts and risks identified relate exclusively to the Group's own operations, in particular to facilities engaged in production activities, as these are the sites where the largest volumes of waste are generated, including hazardous waste.
Finally, we have not identified any material opportunities. The impacts and risks identified have not changed compared to the previous reporting period, and all of them are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to waste management
ESRS ES-1; ESRS 2 MDR-P
Our commitments regarding waste management are currently included in the Health, Safety, and Environment (HSE) Policy, however, they are expected to be transferred to the Environmental, Social, and Governance (ESG) Policy in the future, in order to align both policies with the new governance in this area.
| Date | Initial approval: April 2019.
Last revision: February 2024. |
| --- | --- |
| Responsible body | Board of Directors of Fluidra Group. |
| Objectives | Establishes the foundations of Fluidra's Environmental Management System and Health and Safety Management System, defining the global commitments and guidelines that the Group's subsidiaries must follow in their daily activities.
This policy expands upon the environmental commitments outlined in the Global ESG Policy, the Code of Ethics, and the Code of Ethics for Suppliers. |
| Scope of application | This policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights, and/or companies where it has appointed or can appoint the majority of the management team, thus exercising control over the Company. This policy also applies, to the extent relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships led by Fluidra S.A. at any time. |
| Third-party standards and initiatives considered | Not applicable. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
In this Policy, we outline the duty of all employees to reduce waste generation and to manage proper recycling in locations where adequate local systems exist for this purpose.
To this end, we have developed a waste management procedure aimed at ensuring the correct handling of all waste generated at Fluidra sites, as well as establishing a hierarchy that prioritizes prevention over reduction, segregation, reuse, recycling, and recovery, in that order. Fluidra's current objectives are focused on reducing the waste generated.
> For further information, please refer to the section "Targets related to waste management" within this chapter.
2025 Integrated Annual Report
Additionally, the Company has a procedure for external waste managers, which aims to specify detailed rules, deadlines, and responsibilities related to the generation, identification, handling, storage, transportation, and disposal of waste within Fluidra's facilities and work areas by third parties, ensuring that contractors adopt the same behaviour as the Organization's personnel.
In the case of hazardous waste management, in addition to the commitments established in the Policy, we have a standard (Hazardous Waste Management) applicable to all Group companies, which aims to standardize processes related to its management, ensuring proper identification, evaluation, documentation, and management.
Actions and resources related to waste management
ESRS ES-2; ESRS 2 MDR-A
In 2025 some Group companies developed optimisation projects aimed at reducing the amount of waste generated. This is the case of Cepex, which continues to work on the reuse of its PVC waste in order to reincorporate it into the production process, while also implementing other measures such as the use of reusable absorbents in industrial processes. In addition, it has begun the removal of asbestos from its facilities, which is expected to be completed during 2026. Other Group companies are implementing waste reduction measures, such as Inquide (Monzón), where work is underway to recover labels from chemical product containers, or Fluidra Group Australia, which has a lithium battery recycling programme with certified traceability.
Finally, some of our production sites (France, Brazil) have continued to provide training to improve source separation and reduce waste generation.
Finally, during the 2024 financial year, a large quantity of chlorine‐based waste that was not properly stored was identified at our commercial facility in Greece. Once the issue was identified, the local army was contacted, given its interest in making use of this waste, and it took responsibility for its removal and appropriate management. As at the end of 2025, one final removal of this waste remains pending, which will be carried out during 2026. In 2025, a specific audit was conducted at the site to ensure that the necessary preventive measures are implemented so that this type of waste does not accumulate again in such quantities and that, when generated, it is stored in a safe location without risk of leaks or losses, including through offering products at reduced prices prior to their expiry. In addition, it was proposed to verify the final disposal of the waste with the waste manager and to assess the possibility of improving the segregation and treatment system. The implementation of this action has not entailed any cost for the Company.
Looking ahead to 2026, our efforts will focus on further improving waste management and segregation, and targets will be assigned to regions to develop impactful actions related to this topic.
METRICS AND TARGETS
ESRS Requirements
Targets related to waste management
ESRS ES-3; ESRS 2 MDR-T
During the 2025 financial year, it was decided to set targets based on actions to be implemented by specific facilities, rather than defining globally quantifiable targets. As a result, the Group's target consists of conducting a waste audit at the Fluidra Hellas subsidiary and developing the corresponding action plan to prevent future incidents.
Looking ahead to 2026, the objective is to implement three impactful actions per region in the geographical areas where Fluidra operates. These actions will be defined jointly with Group companies and will be aimed at training and raising staff awareness to promote waste minimisation and recycling, as well as other initiatives aligned with the specific needs of each region.
Resources outflows (waste)
ESRS ES-5; ESRS 2 MDR-M
Information on the waste generated, as well as its classification, is collected by each of the Group's subsidiaries and reported quarterly through the corporate environmental reporting systems, for consolidation by the Sustainability Department.
In 2025,the waste generated increased by 5% to 10,440 tonnes, compared to 9,907 tonnes in 2024. The main reasons for this variation include an improvement in the quality of the data reported by the companies and an increase in production by some of them.
By treatment type, 41% of the waste generated was sent for disposal, while the remaining 59% was avoided thanks to reuse and recycling initiatives promoted by our subsidiaries (compared to 64% in 2024).
Hazardous waste amounted to 820 tonnes (8% of the total),representing a (36%) reduction compared to the previous year.
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WASTE GENERATED BY TYPE AND TREATMENT
| 2025 (tn) | 2024 (tn) | % 2025/2024 | |||||
|---|---|---|---|---|---|---|---|
| Hazardous | Non-Hazardous | Total | Hazardous | Non-Hazardous | Total | Variation | |
| Waste sent for recovery | 529 | 5,600 | 6,129 | 634 | 5,707 | 6,341 | (3%) |
| Recycled | 481 | 4,970 | 5,451 | 590 | 5,630 | 6,220 | (12%) |
| Reused | 48 | 630 | 678 | 43 | 77 | 120 | 464% |
| Other recovery operations | 0 | 0 | 0 | 1 | 0 | 1 | (100%) |
| Waste sent for disposal | 291 | 4,020 | 4,311 | 654 | 2,912 | 3,566 | 21% |
| Incineration | 84 | 314 | 398 | 385 | 215 | 600 | (34%) |
| Landfill | 156 | 3,706 | 3,862 | 269 | 2,698 | 2,967 | 30% |
| Other disposal operations | 51 | 0 | 51 | 0 | 0 | 0 | 0% |
| Total waste generated | 820 | 9,620 | 10,440 | 1,288 | 8,619 | 9,907 | 5% |
MATERIALS PRESENTS IN WASTE
| 2025 | 2024 | |||
|---|---|---|---|---|
| Tn | % | Tn | % | |
| Hazardous waste | 820 | 8% | 1,287 | 13% |
| Batteries, accumulators, and waste electrical and electronic equipment (WEEE) | 232 | 2% | 312 | 3% |
| Contaminated plastics or containers | 111 | 1% | 402 | 4% |
| Chemicals, oils, and lubricants | 265 | 3% | 495 | 5% |
| Non-recyclable | 66 | 1% | 79 | 1% |
| Other type of waste | 145 | 1% | N/A | N/A |
| Non-hazardous waste | 9,620 | 92% | 8,619 | 87% |
| Plastics | 1,731 | 17% | 1,369 | 14% |
| Wood | 1,086 | 10% | 897 | 9% |
| Metals | 768 | 7% | 891 | 9% |
| Non-recyclable or mixed | 4,737 | 45% | 4,313 | 44% |
| Paper and cardboard | 1,230 | 12% | 1,150 | 12% |
| Other type of waste | 68 | 1% | N/A | N/A |
| Total | 10,440 | 100% | 9,907 | 100% |
TOTAL AMOUNT OF NON-RECYCLED WASTE
| 2025 | 2024 | % 2025/2024 | |||
|---|---|---|---|---|---|
| Tn | % | Tn | % | Variation | |
| Non-recycled waste | 4,988 | 48% | 3,687 | 37% | 35% |
| Radioactive waste generated | 0 | 0% | 0 | 0% | 0% |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
SUSTAINABILITY REPORT
- Environmental information
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Product and material outflow
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
“2025 was a year of significant progress in the development of Fluidra’s portfolio of sustainable and innovative products. A key milestone was the successful launch of Positive Pool at the 2025 Barcelona International Trade Fair, representing a significant step forward in promoting more efficient, responsible and transparent pool solutions.”
David Tapias
Product Compliance, Open Innovation, ESG Product Director
Due to the approval of the Sustainability Master Plan, in 2021 we created the Sustainable Products Department with the mission of developing the concept of product sustainability at a global level and promoting the adoption of eco-design practices in the planning of new products.
The department is led by the Director of Sustainable Products, Open Innovation, and Compliance, who, as of this year, reports to the Chief Product Officer (CPO), a member of the Executive Committee (MAC). The impacts, risks, and opportunities managed by the responsible teams are detailed in the section "Material impacts, risks, and opportunities" of this chapter.
Do to its nature, the Department works closely with the Sustainability Department, as well as with the R&D, Product Regulatory Compliance, Procurement, Marketing, Positive Pool and Open Innovation teams, ensuring the effective integration of our commitments throughout the product life cycle.
Additionally, we have Regional Sustainability Committees made up of the Sustainable Products, Sustainability, Procurement, Marketing and Communication departments and, on an ad hoc basis, Human Resources, in order to address the following actions on a quarterly basis:
- Methodological changes in the criteria for determining a product's sustainability.
-
Actions related to the use of renewable energy in our production facilities.
-
Awareness campaigns aimed at customers and end-users.
- Monitoring the evolution of sales associated with sustainable products and compliance with defined targets.
The conclusions of these meetings are subsequently communicated to the Executive Committee (MAC).
Additionally, the Executive Committee and department heads across the organization have access to a monthly report on the progress of sales associated with sustainable products.
STRATEGY
ESRS Requirements
Material impacts, risks and opportunities
ESRS 2 SBM-3
As a result of the materiality assessment, we have identified a set of impacts, risks, and opportunities, either covered by the European Sustainability Reporting Standards (ESRS) or representing specific issues of our entity (e.g., chemical management), in order to align them with the Company's strategy in this area.
Accordingly, we have identified two current positive impacts, one current negative impact, no risks and one opportunity.
First, the initiatives implemented in our operations focused on efficiency contribute to the efficient use of resources during the product use phase. The sustainable product catalogue and programmes such as Positive Pool help to reduce the use of chemicals, save water and incorporate circular practices. Second, the measurement of environmental impact through life cycle assessments (LCAs) enables the prioritisation of improvements in design, materials, resource efficiency and production processes. Third, we have identified a current negative impact related to the challenges associated with recycling materials, namely the environmental impact that our products may generate at the end of their useful life. To address this impact, we are working on improving our product packaging by incorporating circularity principles, as well as on the design of the products themselves.
> For further information in this regard, please refer to the section "Actions and resources related to resource use and the circular economy" within this chapter.
The identification and assessment of material risks associated with our products have been carried out within the framework of the climate risk assessment. As a result, all relevant information is available in the chapter "ESRS E1. Climate Change" of this Integrated Annual Report.
Finally, we have identified a short-term opportunity related to further advancing internal reuse and recycling methods, which enables us to reduce material procurement costs, minimise expenses associated with waste management and potentially access new revenue streams through the offering of sustainable products.
2025 Integrated Annual Report
As will be presented in the following section, reputational impacts regarding pool use during drought periods, the rising cost of pool maintenance due to increased energy prices following the war in Ukraine, and growing regulatory pressure led us to define a product sustainability strategy. This strategy aims to promote the environmental efficiency of pools as a whole while developing products and solutions that allow pool‐related environmental impact to be neutral or even positive. This strategy also addresses social issues, such as inclusive access and use of pools or user health and safety, which are covered in greater detail in the "ESRS S4. Consumers and end users" chapter.
In 2025, no current financial effects have been identified related to the material risks and opportunities identified.
During the review of the 2025 materiality assessment, a new positive impact arising from the work carried out by the Sustainable Products Department on environmental impact measurements was included. In addition, the opportunities previously identified in the 2023 financial year were assessed in an integrated manner in 2025.
Entity‐specific disclosures
Sustainable product strategy
At Fluidra, we seek to foster and consolidate the sustainability of our products and pools as a whole to drive a positive impact on society. To this end, in 2023, we launched our Positive Pool vision, a holistic approach to pool design, manufacturing, and maintenance that aims to integrate pools into their immediate surroundings and transform them into a tool for social and environmental change.
For Fluidra, a Positive Pool is one that meets the following criteria: Inclusive access and use: a pool accessible to all people, regardless of age, abilities, skills, or any other personal condition (physical accessibility, comfort, and inclusive design).Safety and health: a safe, healthy, and enjoyable pool for users (drowning prevention, water quality, chemical management, etc.).Environmental sustainability: a pool that is efficient in resource use (energy, water, chemicals, and circular products). Positive Pools represent a paradigm shift in the relationship between recreational infrastructure and the environment. Beyond aiming for zero impact, these pools can go even further, actively contributing to improving both the environment and society.
Thanks to their advanced design and smart technology, Positive Pools not only reduce resource consumption but also generate tangible benefits for operators and users.
By optimizing water and energy use, a Positive Pool can achieve a net‐positive balance. By incorporating safety and accessibility features, it can become a safe haven for all members of the community.
Thus, Positive Pools are not just a sustainable solution; they also play a crucial role in promoting a responsible future. They are a clear example of how technological innovation and social responsibility can be applied for the benefit of society, redefining what it means to have a positive impact on the planet.
Click here for more information about our vision of the Positive Pool.
Currently, our catalogue already includes products that contribute to generating a positive impact on the environment and society, and therefore, to transforming a standard pool into a Positive Pool. These products are what we refer to as "Sustainable Products".
In 2021, the Sustainable Products Department led the definition of five sustainable product indicators, with the support of external experts and collaboration from key areas such as Sustainability, Procurement, R&D, Marketing, and Innovation. This classification was ratified by management in 2022, enabling us to identify technologies and product characteristics that align with our definition of environmental sustainability, forming the foundation of our Positive Pool vision.
As a result, a "Sustainable Product" is any product marketed by the Company that meets all the necessary requirements to comply with at least one of the following sustainable product indicators defined by Fluidra:
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LOW CARBON
It applies to products whose final manufacturing step uses 100% renewable energy and is carried out at an ISO 14001-certified plant, or that incorporate more than 20% by weight of recycled or bio-based materials.

ENERGY EFFICIENCY
It highlights technologies validated for their energy efficiency during pool operation, or that use renewable energy.

LESS CHEMICALS
It highlights technologies that promote a reduction in the use of chemical products during pool operation.

WATER SAVINGS
It highlights technologies that prioritise water conservation during pool operation, as well as products that are highly efficient in water use.

CIRCULAR
It applies to products that meet specific circularity attributes:
- Cycled materials (i.e. recycled and/or bio-based)
- Repairability and durability
- Recyclability
PRODUCTION PHASE
USE PHASE
END-OF-LIFE MANAGEMENT OF ITS USEFUL LIFE
The definition of a product considered sustainable is reviewed periodically to ensure alignment with best practices and compliance with current regulations in the field. In this regard, the Department is working to enhance this definition to align with Directive (EU) 2024 / 825 concerning the empowerment of consumers for the green transition through better protection against unfair practices and improved information. This is being achieved through conducting Life Cycle Assessments (LCAs) and working to identify key sustainability indicators for each product family.
It is noteworthy that, for our customers, we have chosen not to use the term "Sustainable Product." Instead, we communicate the specific indicator to which the product or technology contributes, aiming to ensure the most transparent communication possible regarding its benefits.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
ESRS Requirements
Policies related to product and material outflows
ESRS E5-1; ESRS 2 MDR-P
The ESG Policy establishes the foundation of our commitment to promoting the sustainability of the products we design and/or manufacture, either at our facilities or at those of our manufacturing suppliers. In this regard, the Company commits to:
-
Conduct Life Cycle Assessments (LCAs) to identify the main environmental impacts our products generate throughout their lifecycle, and to implement the necessary measures to reduce them, while maintaining usability, safety, and feasibility in terms of maintenance costs and return on initial investment.
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Encourage the use of more circular materials in our products and packaging, such as recycled and/or renewable materials, whenever feasible based on product characteristics.
- Promote the use of certified-origin materials to minimize any negative impact on people and the environment.
- Support initiatives to recover sold products for dismantling, remanufacturing, and refurbishing.
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Invest in research and development of clean technologies and integrate sustainability criteria into the new product development process to ensure that:
-
They are responsibly manufactured, respecting human rights and the environment.
- They do not cause undesirable effects on health and the environment during use.
- They contribute to climate change mitigation by reducing greenhouse gas emissions.
- They are energy efficient.
- They have reduced water and chemical consumption.
- They promote circularity, integrating durability, repairability, recyclability, and the use of recycled materials in their design.
All these commitments have been incorporated into the Code of Ethics, and especially into the Code of Ethics for Suppliers, to ensure their implementation throughout the entire value chain.
2025 Integrated Annual Report
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| ESG Policy | Code of Ethics for Suppliers | |
|---|---|---|
| Date | Initial approval: December 2020. Last revision: February 2024. | Date: Initial approval: September 2019. Last revision: May 2024. |
| Responsible body | Board of Directors of Fluidra Group. | Board of Directors of Fluidra Group. |
| Objectives | Defines the Company's commitments and minimum requirements to achieve a positive contribution to economic, environmental, and social progress through its activities and business relationships. | Establishes the guidelines that all Fluidra Group suppliers and their employees must follow in conducting their business relationships with the Organization worldwide. |
| Scope of application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights, and/or companies where it has appointed or can appoint the majority of the management team, thus exercising control over the Company. This Policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships led by Fluidra S.A. at any time. | All direct suppliers of Fluidra S.A. and its subsidiaries. |
| Third-party standards and initiatives considered | ·2030 Agenda and the United Nations Sustainable Development Goals. ·Ten Principles of the United Nations Global Compact. | ·The International Bill of Human Rights. ·The Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). ·Ten Principles of the United Nations Global Compact. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Likewise, the Sustainable Products Department has developed a Sustainable Product Guide, which sets out the definition of the indicators that a product must meet in order to be classified as sustainable, as well as the international standards considered in its definition.
This guide applies to the entire Fluidra Group, with the Sustainable Products Department responsible for ensuring its proper implementation. In 2025, the guide was updated following a technical review carried out by an independent expert, incorporating recommendations applicable in the short term and adapting the concept of circularity to ISO 59020:2024. The new version was distributed across the organisation in the first half of the year through an official communication.
Similarly, in the updated version of the guide, further detail is provided on the criteria that a product must meet to be classified under the circularity indicator, this time in line with ISO 59020:2024. In this regard, circular products for Fluidra are those that seek to eliminate waste and promote the continuous use of resources, in accordance with the following three key components:
CIRCULAR PRODUCTS34

CONTENT OF CYCLE MATERIALS

REPAIRABILITY AND DURABILITY

RECYCLABILITY
We define these three components taking into account the policies and regulations being promoted by the European Union to accelerate the transition towards a circular economy, as well as by adapting the principles of the Cradle to Cradle $^{TM}$ circularity standard to the realities of our sector. In this regard, we work to incorporate all principles that may apply to our products, focusing on a detailed assessment of the materials we use and of our supply chain.
For a product to be considered circular, it must meet all three criteria outlined above. The specific requirements include:
- A minimum of $20\%$ in circular materials, including recycled materials (pre- and post-industrial), bio-based materials, recovered components, and elements with extended
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
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producer responsibility. Recycled and bio-based materials must also have a third-party verified certification of origin.
- Product maintenance and repairability: products must include maintenance and repair instructions, spare parts must be available at a reasonable cost throughout the product's lifespan, and components should be easily disassembled and reassembled.
- None of the materials used may contain substances of concern or substances of very high concern, in compliance with the REACH Regulation, and their metallic content must be aligned with the RoHS Directive. In addition, products must not incorporate halogenated cables and, in the case of heat pumps, must use refrigerants with a low global warming potential.
Given the complexity of meeting all these requirements, we have defined a circularity index that allows us to measure and indicate the degree of circularity of each product. The circularity level of a product is determined by the number of circularity attributes met out of the total (five).
Additionally, we have developed a Circular Packaging Manual, outlining our ambition to ensure that our product packaging is 100% reusable or recyclable, based on the following criteria:
- Design: promote designs that reduce the amount of materials used, eliminate empty spaces, and minimize the use of plastic laminations. This aims to maximize package occupancy, facilitate disassembly, and allow for the separation of packaging materials.
- Materials: avoid single-use plastics, select recyclable materials, prioritize certified materials such as paper, cardboard, and bio-plastics, and avoid plastic labels or non-water-soluble adhesives.
- Eliminate hazardous substances: avoid inks, plastics and other materials that contain substances of concern or substances of very high concern.
- Easy reuse and compostability: encourage reusing packaging in logistics circuits and ensure compliance with local regulations.
Actions and resources related to product and materials outflows
ESRS E5-2; ESRS 2 MDR-A
In order to continue advancing our product sustainability goals, during the 2025 fiscal year, we have undertaken the following actions, which have not required significant OpEx or CapEx expenditures:
Strategic consolidation
In 2025, we continued to advance our sustainable products strategy through the consolidation of the Positive Pool concept, a vision that integrates innovation, efficiency and respect for the environment in the development of solutions for the sector. In November, we carried out its public launch at the Piscina &
Wellness Barcelona trade fair, marking a significant milestone in the dissemination of this strategic initiative.
Awareness and sustainability culture
In 2025, the virtual sustainable product training was reviewed and adapted in order to align it with the updated guide. This training, which is included in the onboarding programme, ensures that new employees are aware of Fluidra's sustainability commitments and criteria from the outset. As in previous years, this training is addressed to all our staff and covers the five product sustainability indicators considered by Fluidra, with particular emphasis on the circularity criterion.
In addition, an explanatory video detailing the main changes introduced in the new version of the guide has been developed and will be shared with the teams most involved in this area during 2025.
On the other hand, we have continued to raise awareness among our customers, promoting the sale of sustainable products during Climate Action Week.
Sustainability from design
We implement a comprehensive circular design approach to optimise the life cycle of our products, leading to significant improvements in their durability and to more efficient use of resources. This approach results in higher rates of reuse, repair, refurbishment, remanufacturing, repurposing and recycling, in line with the principles of sustainability and environmental responsibility that guide our operations. To this end, we have incorporated sustainability indicators into the design and development of new solutions across all the regions in which we operate. This approach makes it possible to integrate, from the outset, criteria that maximise product lifetime and their ability to be repaired or recycled, thereby reducing their environmental impact.
In collaboration with our suppliers, we have communicated key requirements aimed at complying with sustainability indicators and exploring new opportunities to implement cycled, separable and safe materials. These measures are designed to ensure that the materials used are recyclable and allow for safe reuse, contributing to waste reduction and the creation of a more circular economy, while reducing the risk that products promoted by Fluidra are rejected due to high impact or a high environmental footprint.
As part of our commitment to circular design, we implement business practices that not only extend product lifetimes, but also promote a more responsible model of production and consumption. These initiatives are aligned with European regulations and the principles of the Cradle to Cradle® standard, adapted specifically to the sector in which the Company operates, thereby consolidating its leadership in sustainability and environmental responsibility. Designing products in line with these principles generates market opportunities to reach consumers seeking more environmentally friendly solutions and increases the visibility of our products among the public.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORT
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In this context, in 2025 the Task Force team promoted the development of a database to identify and calculate the recycled content of our products, among other relevant circularity aspects. Within this framework, we contacted a significant number of suppliers from European production plants and part of Australia and reviewed more than 20,000 components, identifying those that contain recycled content in varying proportions. In addition, we are collecting further information related to circularity, such as the content of valuable metals, due to their importance in recycling processes, and the presence of additives critical to recyclability.
This project continues to evolve, with ongoing improvements to the process and an expansion of the data collected, with the aim of complying with the various applicable European regulations in this area.
In parallel, Sacopa is making progress in the integration of more circular materials. In some of the laminated filters manufactured at this plant, a partially bio-based resin made from renewable waste is being used. This material is ISCC+ certified, ensuring supply chain control by the supplier. The incorporation of this resin represents an environmental improvement, as it has a more favourable carbon footprint compared to conventional alternatives and helps to promote the use of renewable raw materials in our products.
Packaging optimization
In 2025, we focused on the development of new products and on adapting to the new European Packaging and Packaging Waste Regulation, anticipating requirements related to recyclability, material traceability and packaging circularity.
Within this framework, several initiatives were promoted to improve packaging sustainability and reduce the use of non-recyclable materials:
- Inquide: We continued to work on eliminating the foam used as internal protection in the packaging of our pumps. This year, the cardboard packaging design for the Victoria Smart Connect and Victoria Silent Single Speed models was completed, removing non-recyclable plastic materials and improving the overall recyclability of the packaging.
- Inquide Chemical: The development of packaging containing 50% recycled material for high-turnover products has been completed, with implementation starting under the Gre brand. Commercial rollout of this new packaging will begin in 2026, with an estimated reduction of 25 tonnes per year of virgin plastic once fully deployed.
- Idegis: A project has been launched to replace bubble wrap with paper packaging, reducing plastic use in the packaging of various chlorinator models. This initiative is expected to save 3.5 tonnes of plastic per year, while maintaining internal quality standards and product protection.
- Sacopa: Annual pallet purchases have been reduced by 900 units through the recovery and reuse of special pallets, improving material use efficiency. This represents an estimated saving of 10.8 tonnes of wood and an improvement in resource-use efficiency.
In addition, thanks to the new packaging laboratory, we have been able to assess all products under development (NPD) and identify opportunities for continuous improvement. This laboratory allows us to analyse packaging performance throughout the logistics chain, facilitating the implementation of optimised designs and more sustainable solutions.
ReWork program
At the end of 2022, we launched the reWork project, aimed at giving a second life to returned products from customers and products damaged during transport, primarily robotic cleaners, filtration pumps, and heat pumps.
These products are repaired at our after-sales service centres and then resold as second-hand products at our PRO Centers at a reduced price, maintaining high quality and safety standards. They also come with a one-year warranty, and transparent information is provided about why they were initially discarded and subsequently refurbished.
In 2025, the Group continued the programme and approximately 100 units from different product families (cleaning robots, heat pumps, filtration pumps, motors and bench systems for covers) were recovered, refurbished and resold on the secondary market, representing effective product reuse. Data are reported at unit and revenue level, as information on recyclability by material weight is not available. Refurbished units generated specific revenue through their resale.
In addition, since 2024 we have collaborated with Renolit to collect PVC waste in order to ensure its proper recycling. To this end, we have allocated a space in our PRO Centers where pool professionals can deliver this material, provided that it is new (offcuts) or free from adhesives or solvents, so that it is suitable for recycling and reintegration into Renolit's production process.
Currently, this program is active only in some commercial branches in France, but our goal is to expand it to all branches in the country in the coming years.
REWORK PROGRAM
| 2025 | 2024 | |
|---|---|---|
| Percentage of total marketed product codes that can be refurbished | 0.2% | 0.2% |
| Percentage of units that were effectively refurbished | 0.4% | 0.9% |
| Revenue obtained through the reWork programme | 21,060€ | 5,964€ |
2025 Integrated Annual Report
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Partnerships
To improve the recyclability of our products, Fluidra has joined RecyClass, an integrated and cross-industry initiative that promotes plastic product recyclability and encourages traceability of plastic waste and recycled plastic content in Europe.
TARGETS AND METRICS
ESRS Requirements
Targets related to resource use and circular economy
ESRS E5-3; ESRS 2 MDR-T
During the 2025 financial year, the internal definition of circularity applicable to our products was reviewed. The previous definition presented a higher level of complexity than the emerging regulatory framework on the circular economy. In order to ensure regulatory alignment, a simplified definition was adopted, focused on the key elements recognised by regulation: the use of circular materials, recyclability, repairability and durability.
With regard to operational targets, the continuous improvement approach has not been modified. The commitment remains to increase each year the number of product codes (including variants of the same product) that meet the established criteria.
For the 2026 financial year, a target has been set to achieve an increase of three additional products or variants that comply with the updated definition of circularity. The scale of the increase in future years will continue to be defined annually, depending on technological developments, data availability and product portfolio planning.
While the section on "policies related to resource use and circular economy" we commit to the circular use of materials and the minimisation of primary raw materials; however, no quantitative targets have been set for their monitoring.
Resources outflows (product and materials)³⁵
ESRS E5-5; ESRS 2 MDR-M
Products and materials designed in accordance with circular principles
As indicated in the previous section, the Company has specific requirements to define circularity and, at present, several products meet the established criteria to be considered circular, including:
- Above-ground pool skimmers, manufactured at Sacopa, designed to incorporate more than 95% recycled materials.
-
Filter media made from recycled glass, marketed under the AstralPool brand.
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Stainless steel ladders. In 2025, three versions manufactured at our Inquide production plant were incorporated. These ladders contain more than 70% recycled content, are marketed with repairability instructions and, from 2026 onwards, will feature an extended warranty beyond the legal guarantee, with the aim of promoting product durability. The classification of these ladders as circular products made it possible to meet the annual target set by the Company in this area.
Product durability
Currently, the pool industry lacks a sector-wide standard to determine, in a uniform manner, the durability of the broad range of pool products, considering the materials used and operating conditions (country, climate, etc.).
Furthermore, it should be noted that most of our competitors are located in the United States of America, a country that does not require manufacturers to report on these criteria.
As a result, the durability of Fluidra products is a direct consequence of its innovation. For this reason, the Company may omit the disclosure of information required by the "ESRS E5-5 Resource Outputs" indicator regarding the durability of its products compared to the industry average. This information is sensitive, and its disclosure could create a competitive disadvantage for Fluidra.
Product repairability
As part of the Company's commitment to expanding its range of circular products, work continued during the 2025 financial year to increase the repairability of our products.
The pool industry currently does not have an established rating system to verify the repairability of products. For this reason, we have made progress in establishing our own criteria within the circularity index. The minimum requirements for a product to be considered repairable include the presence of maintenance and repair guides, the availability of spare parts at an affordable price throughout its lifespan, and dismantlable connections to facilitate assembly and disassembly when replacing parts.
To promote repairability and durability, Fluidra ensures that a wide range of spare parts is available in its catalogue, facilitating and encouraging product repair, extending their lifespan, and reducing the amount of materials used, as full product replacement is avoided.
Additionally, we provide after-sales services for repairing products under warranty to prevent excessive material use. Customers experiencing defects in a product can have it repaired, thereby avoiding unnecessary waste.
³⁵ Due to the extensive range of products offered by Fluidra and a catalogue comprising over 80,000 product codes, it is unfeasible to provide an estimate that meets the disclosure requirements. Therefore, each section contains information scope aligned with ESRS E5-5.
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Recyclable content in products and packaging
Fluidra Group also ensures that the products it offers to the market contain recycled materials in their composition.
Given the wide variety and extensive range of products, we currently lack full visibility regarding the number of products that contain a percentage of recycled materials in their composition. Providing an accurate estimate is therefore challenging in terms of ensuring reliable and transparent information.
However, as explained in the section "Products and materials designed in accordance with circular principles", the Company offers products that incorporate recycled materials, such as above-ground pool skimmers with more than 90% recycled content, filter media made from recycled glass and stainless steel ladders with more than 70% recycled steel.
In addition, in 2025 an in-depth analysis was carried out of the supply chain of a gas heater model manufactured in the United States (model JXi400N), which made it possible to identify 20% recycled material content in this product.
At this point, it should also be noted the work carried out by the Sustainable Products Department to conduct Life Cycle Assessment (LCA) studies of different product families, which make it possible to determine their environmental impacts and, at the same time, to identify the use of recycled materials in the composition of these products.
Entity-specific disclosures
Sustainability product sales
ESRS 2 MDR-M; ESRS 2 MDR-T
In addition to the goal of increasing the number of products in our catalogue that meet the requirements to be classified as circular, in 2021 we set an objective to achieve 60% of sustainable product sales by 2026 and 80% by 2035.
These medium and long-term objectives are accompanied by annual targets set by the Company. Specifically, in 2025 we aimed for sustainable product sales to represent 58% of the total, a figure we have achieved. In this line, the goal for the 2026 fiscal year is to increase this figure to 60%.
SUSTAINABLE PRODUCTS SALES
| 2025 | Target 2025 | 2024 | |
|---|---|---|---|
| % Sales of sustainable products | 59% | 58% | 56% |
SUSTAINABLE PRODUCTS SALES TARGETS
| 2026 | 2035 | |
|---|---|---|
| % Sales of sustainable products | 60% | 80% |
To calculate the percentage of sustainable products sales, each product has been counted only once, regardless of the number of indicators under which it is classified. Conversely, the results per indicator included below account for all products that meet the requirements of that category, even if they also meet the requirements of another indicator. Consequently, the sum of these individual results exceeds the total 59%.
As noted above, for 2025 sales, three versions manufactured at our Inquide production plant have been classified as circular products. These ladders contain more than 70% recycled content, are marketed with repairability instructions and, from 2026 onwards, will feature an extended warranty beyond the legal guarantee, with the aim of promoting product durability. The classification of these ladders as circular products made it possible to meet the annual target set by the Company in this area.
SALES OF SUSTAINABLE PRODUCTS BY INDICATOR
| 2025 | 2024 | |
|---|---|---|
| Water saving | 16.5% | 16.0% |
| Low carbon | 16.4% | 16.0% |
| Energy efficiency | 23.2% | 23.0% |
| Fewer chemicals | 13.1% | 13.0% |
| Circular | 0.2% | 0.2% |
Life cycle assessments
ESRS 2 MDR-M
Since 2021, we have been carrying out Life Cycle Assessment (LCA) studies with the aim of quantifying the environmental impact of existing products in the Company's portfolio and supporting the development of new products with eco-design objectives. All of these studies are conducted in accordance with ISO 14040 and ISO 14044 standards, as well as the corresponding Product Category Rules (PCRs).
In 2024, the Sustainable Products Department integrated these capabilities into its team through the incorporation of an expert in the methodology and the acquisition of the necessary software and databases to carry out these analyses, with the objective of internalising and expanding the studies. In parallel, collaboration with external companies in this field has continued. This process forms part of the Sustainable Products Strategy and the pursuit of greater circularity in the products we place on the market.
As a result, during 2025, life cycle assessments were conducted for various products, including Techno LC2 family chlorinators (covering a total of 96 product codes), 675 product codes of chemicals manufactured by Inquide for water treatment, six pressure-side pool cleaners from the Quattro family, and 10 product codes from the z250iQ heat pump family, in collaboration with an external company.
2025 Integrated Annual Report
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It is also worth noting that Fluidra has decided to sponsor the Technical University of Denmark (DTU) to carry out life cycle studies within the "Life Cycle Assessment of Products and Systems" programme. This course, offered through the DTU Learn for Life programme, specifically addresses the life cycle assessment (LCA) of products and systems. In collaboration with DTU, two LCA studies were carried out in 2025: one on gas pool heaters and another on a variable-speed heat pump, both under the Zodiac brand and intended for the North American market.
In parallel, we use the LCA methodology to conduct an internal analysis of the performance of a residential swimming pool, including all the materials and equipment required for its manufacture and use. This analysis allows us to generate a holistic view of the impacts of a swimming pool, prioritise improvement opportunities, optimise decision-making in eco-design and guide innovation towards more sustainable solutions for the pool as a whole.
All full LCAs carried out for the reference products analyse the following environmental impact indicators: resource use (abiotic depletion of fossil fuels, abiotic depletion of minerals, land use, water depletion), ecological consequences (acidification, dust and particulate matter, ecotoxicity, global warming, ozone depletion, photochemical ozone formation, species extinction) and human health (human toxicity, ionising radiation).
In total, during 2025 696 product codes were analysed using a full LCA, and these results were extrapolated to a further 95 product codes within the same product families. This made it possible to cover a total of 791 product codes with LCA results, including both full and simplified assessments.
PERCENTAGE OF PRODUCT CODES COVERED BY LIFE CYCLE ASSESSMENTS
| 2025 | 2024 | |
|---|---|---|
| Complete | 1.0% | 0.0% |
| Simplified | 0.9% | 1.0% |
Product certifications and sustainability declaration
ESRS 2 MDR-M
One of our priorities is to provide clear and reliable information to our customers and end users. For this reason, products that have been certified by an independent third party display environmental labels, whether mandatory or voluntary.
In this regard, we have products certified under environmental labelling schemes in different countries, such as:
- Energy Rating Label (Australia) for filtration pumps.
- European Union Energy Label for LEDs marketed in the region.
- Energy Star (United States of America Federal Government).
- Smart Drop Certified, formerly known as Smart Approved WaterMark (Australia).
- Climate Care Certificate (SPASA, Australia).
- Programme for the Endorsement of Forest Certification (PEFC, Francia)
Products bearing these eco-labels are also tracked in the database, where sales of certified product codes are verified. This process helps ensure transparency and product traceability, providing relevant information for the Company's stakeholders. Additionally, certification enhances market positioning, increasing visibility and generating new business opportunities.
Eco-labels associated with sales have been classified into two categories: Type I eco-labels that formally comply with ISO 14024, and other environmental certification schemes, both single-attribute and multi-attribute, which assess specific sustainability aspects (for example, energy efficiency, efficient water use or responsible sourcing of raw materials) but do not fully meet the requirements of ISO 14024.
SALE OF PRODUCTS SUBJECT TO ENVIRONMENTAL LABELS AND DECLARATIONS
| 2025 | 2024 | |
|---|---|---|
| Products certified with Type I eco-labels (ISO 14024) | 0€ | 0€ |
| Products certified with single-attribute or multi-attribute eco-labels | 170,791,179€ | 182,659,039€ |
| Total revenue from products or services subject to environmental labels and declarations | 170,791,179€ | 182,659,039€ |
| % of revenue from products subject to environmental labels and declarations | 7.8% | 8.7% |
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EU TAXONOMY
Introduction
In the context of growing concern over climate change and environmental degradation, the European Union (EU) has adopted a series of measures aimed at promoting a more sustainable and environmentally friendly economy.
Among these measures, Regulation (EU) 2020/852, known as the EU Taxonomy Regulation, occupies a central place. This Regulation was adopted on 18 June 2020 and establishes a framework to facilitate sustainable investment, providing a coherent classification of economic activities that can be considered environmentally sustainable.
Regulation (EU) 2020/852 forms part of the European Green Deal, a comprehensive strategy aimed at transforming the EU economy to make it more sustainable and climate-neutral by 2050. The EU Taxonomy is a crucial tool in this transition, as it enables investors, companies and policymakers to identify and support those economic activities that contribute substantially to environmental sustainability.
The EU Taxonomy establishes that, for an economic activity to be identified as environmentally sustainable, it must contribute to achieving one of the following objectives set out in the Regulation:
- Climate change mitigation.
- Climate change adaptation.
- Sustainable use and protection of water and marine resources.
- Transition to a circular economy.
- Pollution prevention and control.
- Protection and restoration of biodiversity and ecosystems.
Thus, for an economic activity to be classified as sustainable, it must contribute substantially to at least one of these objectives and not cause significant harm to any of the other five (the "Do No Significant Harm" principle or DNSH). In addition, activities must comply with minimum safeguards, in line with the OECD Guidelines for Multinational Enterprises and the United Nations Guiding Principles on Business and Human Rights, as well as meet the technical screening criteria.
The Taxonomy also establishes that, once compliance with these criteria has been verified, the contextual information of the assessment must be presented, as well as the percentage of turnover, CapEx and OpEx of the business that is eligible and that is aligned with the EU Taxonomy.
Methodology
This section aims to provide details on how the process for calculating the different Taxonomy indicators has been approached, based on economic and financial data, and on the phases established in the process.
The phases of the eligibility and alignment process (environmentally sustainable activities) of Fluidra's economic activities with the Taxonomy have been as follows, whereby in each of the phases the appropriate quantitative and qualitative data and evidence have been collected for subsequent external review and verification:
- Identification of the business units.
- Assessment of eligibility for each of the identified activities.
- Assessment of alignment for each of the identified activities. This phase comprises:
a) Substantial contribution to at least one of the six environmental objectives.
b) Do No Significant Harm to any of the other environmental objectives (DNSH).
c) Carrying out the activities in compliance with the established minimum safeguards.
- Extraction of financial indicators and calculation of the % of CapEx, OpEx and turnover of the activities eligible and aligned with the Taxonomy.
For each of the phases, the appropriate quantitative and qualitative data and evidence have been collected for subsequent external review and verification.
IDENTIFICATION OF THE BUSINESS UNITS
Once the regulatory requirements set out under Regulation (EU) 2020/852 on Taxonomy had been analysed, the identification of the economic activities carried out by the Company began.
This initial identification of the main business units was developed based on the information internally available at Fluidra regarding the products it markets, the 2024 Integrated Annual Report, the Group's website, as well as comments provided by Fluidra's Sustainability Department.
As a result, it was identified that Fluidra is responsible for everything: R&D, manufacturing and marketing/distribution. All parts of the value chain are integrated into its business model. With the aim of offering the best products and solutions, Fluidra carries out its own research, development and innovation. It has its own production plants, which are combined with sourcing
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from third parties, and it specialises in marketing and distribution, with different models tailored to the specific needs of each market and geographical area.
ELIGIBILITY ASSESSMENT
Once the business units and the products they include had been identified, an analysis of the Taxonomy classification carried out during 2024 was performed to ensure that the products were correctly classified, as during 2023 the European Commission published new documents related to the Taxonomy. For this purpose, the activities and definitions provided in the following documents were considered:
- Climate Delegated Act 2021/2139, published in the Official Journal of the EU on 9 December 2021 and applicable since January 2022.
- Complementary Climate Delegated Act 2022/1214, published in the Official Journal of the EU on 15 July 2022 and applicable since January 2023.
- Environmental Delegated Act 2023/2486, published in the Official Journal of the EU on 21 November 2023 and applicable from January 2024.
- The amendments to the Climate Delegated Act 2023/2485, published in the Official Journal of the EU on 21 November 2023 and applicable from January 2024.
And also to the repository of frequently asked questions prepared by the European Commission to assist users in finding answers to questions regarding the EU Taxonomy.
The results are similar to those derived from the previous financial year, as no changes have been made to the Taxonomy classification of products and services, with only the year-end results for turnover, CapEx and OpEx attributable to each Taxonomy activity varying.
During the update for the current financial year, 95 new products were identified, which were analysed and classified following the same criteria applied in 2024. To facilitate the identification of the Taxonomy activity corresponding to each new product, the family criterion was applied, classifying each product within its corresponding family and analysing the eligibility of each of them according to the criteria used in the previous financial year. Following the classification of the new products, of the total of 95, only 19 were included in a Taxonomy category and are therefore eligible.
This comprehensive review of the product classification has made it possible to maintain the eligibility results of Fluidra's activities: 10.03% in terms of turnover (12.2 in 2024), 9.21% in terms of OpEx (7.7 in 2024) and 11.94% in terms of CapEx (17.4 in 2024).
The Taxonomy activities for 2025 are:
Eligible products and solutions
Activity 3.5 Manufacture of equipment for energy efficiency in buildings.
- Pool covers: These are large plastic sheets resembling bubble wrap that are placed on top of the pool. They minimise heat loss through evaporation and reduce pool heating costs by up to 70%.
- LED lighting: The use of this technology compared to incandescent bulbs allows electricity consumption for pool lighting to be reduced by 85%.
- Heat pumps: These are thermal machines that extract heat from a cold space and transfer it to a warmer one through work supplied from an external source (energy). They are used for heating and cooling systems, as they can achieve the desired temperature both in winter and in summer.
- Aqualink: This is an automation application that allows Fluidra customers to monitor and adjust connected equipment such as pools and spas from anywhere in the world. For example, the system can activate filtration, water treatment and pool cleaning with only an internet connection. In this way, water and energy consumption are minimised, the use of chemical products is reduced and pool maintenance is facilitated.
- Connected lights: These refer to devices or control systems that allow pool lighting to be managed remotely. Thus, the time for activating or deactivating the lights associated with the pool environment can be programmed, improving its energy efficiency by reducing energy consumption when it is not in use.
Activity 1.2 Manufacture of electrical and electronic equipment.
- This includes electrical and electronic products assembled by Fluidra, such as heating and cooling accessories, air blowers, dehumidifiers, among others.
Activity 5.2 Sale of spare parts.
- Spare parts: Fluidra sells spare parts for its product catalogue. These spare parts are supplied by Fluidra's different factories.
Eligible secondary activities
Activity 6.5 Transport by motorbikes, passenger cars and light commercial vehicles
- Electric and plug-in hybrid vehicles: various companies of the Fluidra Group have acquired a set of electric and plug-in hybrid vehicles under leasing contracts.
Activity 7.3 Installation, maintenance and repair of energy efficiency equipment.
- Energy efficiency equipment: installation of LED lighting, improvement of building insulation and installation of efficient cooling equipment in some of our facilities.
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Activity 7.4 Installation, maintenance and repair of electric vehicle charging stations in buildings.
- Charging stations: installation of electric vehicle charging stations in buildings and parking spaces adjacent to our facilities.
Activity 9.3 Professional services related to the energy performance of buildings.
- Activities to improve the energy efficiency of our buildings.
Once this exercise had been carried out, Fluidra's products and activities for 2025 were reviewed for their potential eligibility under the Taxonomy activities. For this purpose, the following premises were applied:
-
Exclusion of products manufactured by third parties: Products manufactured by third parties are neither considered nor analysed as eligible for the activities described in the Taxonomy. Accordingly, the products that are considered and analysed as eligible for the activities described in the Taxonomy are those manufactured directly by Fluidra. In these cases, it is verified that the first supplier belongs to Fluidra.
-
Potentially eligible Fluidra products: Based on the analysis of the Taxonomy activities carried out, Fluidra's products may be eligible under the following Taxonomy activities:
-
Activity 1.2: Manufacture of electrical and electronic equipment.
- Activity 3.5: Manufacture of equipment for energy efficiency in buildings.
-
Activity 5.2: Sale of spare parts.
-
Assessment criterion in case of doubt: In the event of doubt regarding the eligibility of a product, the most conservative criterion is always applied to ensure compliance with the strictest standards. This means that when there is uncertainty or lack of clarity as to whether a product meets the criteria established to be considered eligible under the Taxonomy, the strictest possible interpretation is applied.
In addition, classification guidelines were established for different product categories to ensure a homogeneous categorisation of products:
-
Products considered eligible:
-
Parts: Parts are considered eligible under Activity 5.2 of the Taxonomy. This activity refers to the sale of spare parts, which includes replacement parts and components necessary to maintain and extend the useful life of existing products.
-
Electric Heaters: Electric heaters are eligible under Activity 3.5, which covers the manufacture of equipment for energy efficiency in buildings. These devices help to improve energy efficiency and reduce energy consumption in buildings.
-
Gas Heaters: Gas heaters are eligible under Activity 1.2, except for those models identified as high-efficiency equipment, which are classified under Activity 3.5. This distinction ensures that only the most efficient equipment in terms of energy consumption and emissions is considered eligible.
- Single Speed Pumps: These pumps are eligible under Activity 1.2, which includes the manufacture of electrical and electronic equipment. These pumps contain various electrical systems and components for their operation.
- Multiple Speed or Variable Pumps: Multiple-speed or variable-speed pumps are eligible under Activity 3.5. These devices are recognised for their high energy efficiency, making them suitable for improving energy efficiency in buildings.
- Covers, Blankets, and similar products: Covers and blankets are eligible under Activity 3.5, as they contribute to energy efficiency by reducing heat loss and maintaining temperature in pools and other facilities.
- LED Lights: LED lights are eligible under Activity 3.5 due to their high energy efficiency and long useful life, which reduces energy consumption and maintenance costs in buildings.
- Jets: Only one specific jet model is eligible under Activity 1.2, as it includes electrical parts for its operation. The remaining models are not considered eligible.
- Cleaning systems such as AOP, UV-C, etc.: These systems are eligible under Activity 1.2, as they include electrical parts for their operation.
- Multiport Valves: Multiport valves are eligible under Activity 1.2, as they include electrical parts for their operation.
-
Air Blowers: Air blowers are eligible under Activity 1.2, as they include electrical parts for their operation.
-
Products considered non-eligible:
-
Products classified as 1 Unit / Module (SPA, Sauna, etc.): Products sold as a single unit or module, such as SPA and saunas, are not considered eligible, as they do not meet the Taxonomy criteria.
- Fittings: Accessories and fittings are not considered eligible, as they do not meet the Taxonomy criteria.
- Sand Filters: Sand filters are not considered eligible because they do not meet the Taxonomy criteria.
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ALIGNMENT ASSESSMENT
In this phase, the requirements set out in Article 3 of Regulation (EU) 2020/852 for an activity to be considered environmentally sustainable have been assessed. In addition to the requirement of contributing to one or more environmental objectives, which was assessed previously (Eligibility), compliance with the remaining criteria has been verified in order to evaluate Alignment:
- Carrying out the activity in compliance with the established minimum safeguards.
- Not causing significant harm to any of the other environmental objectives (DNSH).
The requirements set out in Article 3 must be met simultaneously for an activity to be considered environmentally sustainable. This is what is understood as an activity being aligned with the Taxonomy Regulation.
At present, we are not in a position to demonstrate the alignment of our economic activities with the EU Taxonomy, as the requirements established in the Regulation are not met. In particular, our activities do not comply, either with regard to the technical screening criteria or to the Do No Significant Harm (DNSH) criteria, with the standards required to be considered aligned. However, the Company does comply with the requirements established regarding minimum social safeguards, ensuring that its operations and processes respect internationally recognised human and labour rights principles, as set out in the Taxonomy Regulation.
Below are the documents that ensure compliance with the minimum safeguards:

Summary of Fluidra's documentation ensuring compliance with the minimum safeguards related to human rights
- United Nations Global Compact member.
- ESG Policy.
- Human Rights Due Diligence.
- Diversity, Equity and Inclusion Policy.
- Supplier Code of Conduct.
- Code of Ethics.
- Global HSE Policy.
- Occupational Health and Safety Management System.
- ISO 45001.
- Harassment Prevention Protocol.
- Confidential Channel (Speak Up).
- Quality Policy.
- Data Protection Directive.
- Customer satisfaction survey.

Summary of Fluidra's documentation ensuring compliance with the minimum safeguards related to bribery and extortion
- Code of Ethics. Supplier Code of Conduct.
- Confidential Channel (Speak Up).
- Speak Up Directive.
- Communications Management Procedure.
- Anti-corruption Policy.
- Sanctions Directive.

Summary of Fluidra's documentation ensuring compliance with the minimum safeguards related to taxation
- Tax Strategy.
- Consolidated Annual Financial Statements..

Summary of Fluidra's documentation ensuring compliance with the minimum safeguards related to fair competition
- Competition Law Directive.
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EXTRACTION OF FINANCIAL INDICATORS
The determination of key performance indicators linked to projects related to taxonomy-eligible activities was carried out once the annual financial consolidation process had been completed. To ensure accuracy in classification and avoid the risk of double counting, the identification of the main eligible activities was based on product reference codes.
Following the accounting and consolidation procedures established within the organization, the various economic indicators required by the EU Taxonomy Regulation have been calculated and developed. This process has taken into account several key aspects, detailed below:
Turnover
- Denominator: includes sales of merchandise and finished goods (see "Note 22. Sales of goods and finished goods").
- Numerator: includes revenues from the sale of merchandise and finished goods associated with products and solutions considered eligible under the Taxonomy. The calculation considers the sales data of products manufactured by Fluidra companies (factory sales), while excluding sales data from commercial entities due to the difficulty in tracing the origin of these products.
CapEx
-
Denominator: includes additions to tangible fixed assets (see "Note 6. Property, plant and equipment") and intangible assets (see "Note 7. Investment property", "Note 8. Goodwill and Other intangible assets", and "Note 9. Right-of-use assets") during the financial year, prior to depreciation, amortization, and any revaluation or impairment adjustments for the applicable fiscal year. It excludes changes in fair value. The denominator also includes additions to tangible and intangible assets resulting from business combinations, except for goodwill (see "Note 9. Right-of-use assets").
-
Numerator: this indicator has been estimated due to the inability to determine the exact investment made by each company in relation to the eligible products and solutions it manufactures. As a result, the percentage of eligible CapEx was calculated by applying the proportion of eligible sales to total sales of each relevant manufacturing company to its total CapEx. For eligible secondary activities, the actual cost of investments made by the company was taken into account. For the next reporting period, we will assess whether using a criterion based on a non-financial parameter (e.g., units produced) in the calculation of the indicators would lead to significantly different results compared to the sales-based approach.
OpEx
- Denominator: includes expenses related to "Leases and Royalties"³⁶, "Repairs and Maintenance", as well as "R&D"³⁷ expenses (see "Note 25. Other operating expenses").
- Numerator: this indicator has been estimated due to the inability to determine the exact operating expenses related to the eligible products and solutions manufactured by each company. As a result, the percentage of eligible OpEx was calculated by applying the proportion of eligible sales to total sales of each relevant manufacturing company to its total OpEx. For eligible secondary activities, the actual cost of investments made by the company was taken into account.
Results
Below are the results of eligibility and alignment based on the update of the reporting tables introduced by Regulation (EU) 2026/73, effective as of 1 January 2026, without making use of the option provided to exempt non-material activities.
³⁶ Includes only short-term leases (<12 months).
³⁷ Included under the "Other" category.
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PROPORTION OF TURNOVER, CAPEX AND OPEX DERIVED FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-ELIGIBLE OR TAXONOMY-ALIGNED ECONOMIC ACTIVITIES. DISCLOSURE FOR 2025
| Financial year 2025 | 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Breakdown by environmental objectives of Taxonomy aligned activities | |||||||||||||||
| KPI (1) | Total (2) | Proportion of Taxonomy eligible activities (3) | Taxonomy aligned activities (4) | Proportion of Taxonomy aligned activities (5) | Climate Change Mitigation (6) | Climate Change Adaptation (7) | Water (8) | Circular Economy (9) | Pollution (10) | Biodiversity (11) | Proportion of enabling activities (12) | Proportion of transitional activities (13) | Not assessed activities considered non-material (14) | Taxonomy aligned activities in previous financial year (N-1) (15) | Proportion of Taxonomy aligned activities in previous financial year (N-1) (16) |
| Text | EUR m | % | EUR m | % | Currency | ||||||||||
| Turnover | 2183708.7 | 10.03% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 9.92% | 0.00% | 0.00% | 0.00% | 0.00% | 0% | 0% | 0% |
| CapEx | 175.56 | 11.94% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 13.78% | 0.00% | 0.00% | 0.00% | 0.00% | 0% | 0% | 0% |
| OpEx | 61.62 | 9.21% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 9.21% | 0.00% | 0.00% | 0.00% | 0.00% | 0% | 0% | 0% |
PROPORTION OF TURNOVER FROM PRODUCTS OR SERVICES ASSOCIATED WITH ELIGIBLE ECONOMIC ACTIVITIES OR ALIGNED WITH THE TAXONOMY: DISCLOSURE FOR THE YEAR 2025 (BREAKDOWN BY ACTIVITY).
| Reported KPI | Turnover | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial year 2025 | 2025 | |||||||||||||
| Economic Activities (1) | Code (2) | Taxonomy eligible KPI (Proportion of Taxonomy eligible Turnover) (3) | Taxonomy aligned KPI (Proportion of Taxonomy aligned Turnover) (4) | Taxonomy aligned KPI (Proportion of Taxonomy aligned Turnover) (5) | Environmental objective of Taxonomy aligned activities | Enabling activity (12) | Transitional activity (13) | Proportion of Taxonomy aligned in Taxonomy eligible (16) | ||||||
| Climate Change Mitigation (6) | Climate Change Adaptation (7) | Water (8) | Circular Economy (9) | Pollution (10) | Biodiversity (11) | |||||||||
| Text | % | (Million EUR) | % | % | % | % | % | % | % | (where applicable) | (where applicable) | % | ||
| Manufacture of equipment for energy efficiency in buildings. | CCM3.5 | 2.07% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Manufacture of electrical and electronic equipment. | CE 1.2 | 6.57% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sale of spare parts. | CE 5.2 | 1.38% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sum of alignment per objective | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||
| Total KPI Turnover | 10.03% | 0 | 0% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
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PROPORTION OF CAPEX FROM PRODUCTS OR SERVICES ASSOCIATED WITH ELIGIBLE ECONOMIC ACTIVITIES OR ALIGNED WITH THE TAXONOMY: DISCLOSURE FOR THE YEAR 2025 (BREAKDOWN BY ACTIVITY).
| Reported KPI | CapEx | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial year 2025 | 2025 | ||||||||||||
| Economic Activities(1) | Code(2) | Taxonomy eligible KPI (Proportion of Taxonomy eligible Turnover)(3) | Taxonomy aligned KPI (monetary value of Turnover)(4) | Taxonomy aligned KPI (Proportion of Taxonomy aligned Turnover)(5) | Environmental objective of Taxonomy aligned activities | Enabling activity(12) | Transitional activity(13) | Proportion of Taxonomy aligned in Taxonomy eligible(14) | |||||
| Climate Change Mitigation(6) | Climate Change Adaptation(7) | Water(8) | Circular Economy(9) | Pollution(10) | Biodiversity(11) | ||||||||
| Text | % | (Million EUR) | % | % | % | % | % | % | % | (where applicable) | (where applicable) | % | |
| Manufacture of equipment for energy efficiency in buildings. | CCM3.5 | 2.07% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Manufacture of electrical and electronic equipment. | CE 1.2 | 8.55% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sale of spare parts. | CE 5.2 | 1.27% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Installation, maintenance, and repair of charging stations for electric vehicles in buildings (and in car parks attached to buildings) | CCM 7.4 | 0.05% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sum of alignment per objective | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
| Total KPI CapEx | 11.94% | 0 | 0% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
The eligibility of the remaining other secondary economic activities is $0\%$ .
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PROPORTION OF OPEX FROM PRODUCTS OR SERVICES ASSOCIATED WITH ELIGIBLE ECONOMIC ACTIVITIES OR ALIGNED WITH THE TAXONOMY: DISCLOSURE FOR THE YEAR 2025 (BREAKDOWN BY ACTIVITY).
| Reported KPI | OpEx | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial year 2025 | 2025 | ||||||||||||
| Economic Activities (1) | Code (2) | Taxonomy eligible KPI (Proportion of Taxonomy eligible Turnover) (3) | Taxonomy aligned KPI (monetary value of Turnover) (4) | Taxonomy aligned KPI (Proportion of Taxonomy aligned Turnover) (5) | Environmental objective of Taxonomy aligned activities | Enabling activity (12) | Transitional activity (13) | Proportion of Taxonomy aligned in Taxonomy eligible (15) | |||||
| Climate Change Mitigation (6) | Climate Change Adaptation (7) | Water (8) | Circular Economy (9) | Pollution (10) | Biodiversity (11) | ||||||||
| Text | % | (Million EUR) | % | % | % | % | % | % | % | (where applicable) | (where applicable) | % | |
| Manufacture of equipment for energy efficiency in buildings. | CCM3.5 | 1.70% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Manufacture of electrical and electronic equipment. | CE 1.2 | 6.14% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sale of spare parts. | CE 5.2 | 1.36% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
| Sum of alignment per objective | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
| Total KPI OpEx | 9.21% | 0 | 0% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0% |
The eligibility of the remaining other secondary economic activities is $0\%$ .
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3. SOCIAL INFORMATION
ESRS S1. Own workforce
ESRS S2. Workers in the value chain
ESRS S4. Consumers and end-users
Relationship with clients
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ESRS S1. OWN WORKFORCE
"People & Transformation has played a key role in the evolution of our Operating Model and the transformation of the way we work, significantly enhancing business performance. This has been achieved by fostering a strong, performance-oriented culture, building an increasingly resilient and efficient organization, and strengthening leadership and talent pipelines.
In 2025, a major milestone was reached with the consolidation of the new MAC and the continued progress of strategic talent and organizational initiatives. These efforts have reinforced succession planning, elevated leadership capabilities, and laid solid foundations for sustainable, long-term growth".
Sandra Silva
Global Chief People and Transformation Officer (CPTO)
This chapter aims to present the Company's material impacts on its own workforce, as well as the related material risks and opportunities.
The chapter is structured into different sections. The "Introduction" section covers cross-cutting aspects of workforce relationship management within the Company, while the remaining sections provide a detailed overview of Fluidra's management approach to each of the material social issues.
To ensure a clearer understanding of the information presented, material issues related to our own workforce have been grouped according to the Company's existing governance and responsibility structure. As a result, the sections are as follows:
- Secure employment: access here.
- Freedom of association, collective bargaining, and social dialogue: access here.
- Diversity, equity, and inclusion: access here.
- Compensation and benefits: access here.
- Talent and development: access here.
- Health and safety: access here.
- Working time and work-life balance: access here.
- Child labour and forced labour: access here.
- Privacy: access here.

Introduction
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
The Human Resources Department, led by the Chief People and Transformation Officer (CPTO), is responsible for defining and implementing the Company's human resources strategy. To carry out this task, it relies on a strong team of professionals, including corporate teams, Centers of Excellence, and regional and functional HR departments.
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In the performance of its duties, the Human Resources Department collaborates with the Sustainability Department and the Compliance Department, the former to coordinate actions related to social issues integrated into the Sustainability Master Plan (also known as the Responsibility Blueprint), and the latter to establish the necessary measures for data protection.
The CPTO is a member of Fluidra's Executive Committee and, as such, regularly reports to the CEO. Additionally, at least once a year, the CPTO also reports to the Appointments and Compensation Committee of the Board of Directors.
In accordance with the provisions set out in its rules of procedure, the Committee is mandated to assess the competencies of the Board of Directors and its Committees, oversee the succession of the Chair and the CEO, report on matters related to diversity, ensure alignment between corporate culture and values, and assess the level of achievement of the objectives set.
STRATEGY
Human Resources Strategic Plan
Our success would not be possible without having the best team of professionals - capable of performing their work safely and stably, progressing both professionally and personally within the Company, and ensuring equal treatment and opportunities.
At the same time, it is essential for Human Resources teams to work closely with business areas to create a resilient and future-ready organization, equipped with the necessary resources to achieve the objectives set in Fluidra's Strategic Plan.
For this reason, we have a Human Resources strategy for the 2024-2026 period, called "You make us grow". This strategy consists of three key pillars, each with action plans, projects, and objectives directly connected to the Company's strategic priorities, thereby facilitating their achievement.
The strategy is structured around three pillars aligned with corporate objectives:
- Culture: Focused on driving the purpose "We turn water into a better world" through strategic communication, committed leadership, change-enabling tools and a governance model that integrates DEI, safety and wellbeing.
- Organisation: Focused on the implementation of the Operating Model and the transformation roadmap, optimising organisational design together with technology to strengthen individual capabilities and process efficiency.
- People: Focused on leadership development, talent attraction and the enhancement of the employee experience from hiring to retirement, promoting, among other aspects, mobility and engagement.
This plan responds to the ambition to double Fluidra's size by 2030 through an organisational transformation based on resilience, collaboration and a growth mindset. Execution will take place in strategic waves, supported by a clear roadmap, solid governance and the monitoring of social KPIs (turnover, engagement, diversity and training) to ensure transparency and regulatory compliance.
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OUR THREE STRATEGIC PILLARS: WHAT WE ARE BUILDING TOGETHER

CULTURE

ORGANIZATION

PEOPLE
Purpose deployment
- "We turn water into a better world"
Communication and change management
- Leadership commitment and alignment
- Change tools and adoption monitoring
- Strategic communication plan
Diversity, Equity and Inclusion (DEI)
- Governance model
- Linking DEI to our purpose
- DEI ambassadors programme
Safety and wellbeing
Fluidra operating model and transformation
- Strategic Operating Model (SOM)
- Roadmap and transformation priorities
Organisational design and workforce planning
- Job architecture and role catalogue
- Global compensation and benefits + HR data framework and processes
Performance-based remuneration
- New AIP 2027 programme
Capability development
- Technology, data, processes and ways of working
- Success factors: HR as a single source of truth
- Cross-functional programmes: SAP, MDM, etc.
Leadership model
- Leadership pillars and key competencies
- Leadership capability training: leading self, others and the business
Building a talent pipeline
- Talent review and succession planning
- Internal development (build): Fluidra Go, Shine and Dive programmes
- Strategic hiring: acquiring NEW skills (buy)
Employee experience
- From hiring to retirement: recognition and engagement programmes
- Talent mobility
COMPETE STRONGLY
TRANSFORM TO GROW
RISE TO LEAD
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Cross-cutting policies related to own workforce
ESRS S1-1; ESRS 2 MDR-P
The well-being, satisfaction, and engagement of our employees are fundamental pillars of Fluidra's operations. Therefore, within the social pillar of our Sustainability Strategy, the Company is committed to creating quality employment, promoting fair, safe, and healthy working conditions throughout its entire value chain.
To achieve this, the Company has implemented the ESG Policy, which establishes the foundations of Fluidra's commitments to supporting and respecting internationally recognized human rights, including:
- The International Bill of Human Rights, which encompasses the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Covenant on Economic, Social, and Cultural Rights.
- The core conventions and the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work.
To this end, the organization has established a Human Rights Management Framework integrated into the Group's ongoing due diligence process, which is based on the United Nations Guiding Principles on Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct.
> For more information, please refer to the section "Due diligence statement".
Under the ESG Policy, Fluidra's Code of Ethics establishes specific commitments and guidelines regarding the rights of its employees, including:
- Dignity and respect.
- Equality and non-discrimination.
- Abolition of forced labour and child labour.
- Working hours and rest periods.
- Fair and equitable remuneration.
- Health and safety.
- Freedom of association and collective bargaining.
- Privacy and personal data protection.
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Additionally, we have other policies, directives, and procedures that further develop each principle outlined in the Code of Ethics. These will be presented throughout the various chapters related to the ESRS S1. Own workforce standard.
Below is a summary of the key aspects of the Global ESG Policy and the Code of Ethics, in line with the requirements of ESRS 2 MDR-P. Policies adopted to manage material sustainability matters.
| ESG Policy | Code of Ethics | |
|---|---|---|
| Date | Alnitial approval: December 2020. Last review: February 2024. | Initial approval: December 2018. Last review: May 2024. |
| Responsible body | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. |
| Objectives | Defines the Company's commitments and minimum requirements to contribute positively to economic, environmental, and social progress through its activities and business relationships. Regarding employees, the policy establishes the Company's commitments to respecting human rights, improving working conditions within the company, and ensuring compliance with labor rights. | The Fluidra Code of Ethics sets out the guidelines that must be followed by individuals within the Fluidra Group (as specified in the "Scope of Application" section) in the performance of their professional duties, including any interactions with the Company's stakeholders. Regarding employees, the Code expands on the human rights commitments outlined in the ESG Policy. |
| Scope of Application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly owns the majority of shares, interests, or voting rights and/or companies where it has appointed or can appoint the majority of their management teams, thereby controlling the Company. This policy also applies, to the extent relevant, to joint ventures, temporary business associations, and other equivalent partnerships led by Fluidra S.A. at any time. | Fluidra S.A. Board members, executives, and employees, as well as those of its subsidiaries, including all companies in which Fluidra S.A. directly or indirectly holds the majority of shares, stakes, or voting rights and/or companies where it has appointed or can appoint the majority of their corporate management teams, thereby effectively controlling the Company. This Code of Ethics also applies, to the extent relevant, to temporary business associations, joint ventures, and other equivalent partnerships led by Fluidra S.A.. |
| Third-party standards and initiatives considered | • 2030 Agenda and the United Nations Sustainable Development Goals (SDGs). • Ten Principles of the United Nations Global Compact. • United Nations Guiding Principles on Business and Human Rights. • OECD Guidelines for Multinational Enterprises on Responsible Business Conduct. • OECD Due Diligence Guidance for Responsible Business Conduct. | • International Bill of Human Rights. • Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). • The Ten Principles of the UN Global Compact. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Process for engaging with own workers and workers' representatives about impacts
ESRS S1-2
In Fluidra we provide various communication channels for employees to efficiently and effectively manage any material issues identified. For non-employee, collaboration occurs indirectly through the contracting Company's representatives, who communicate any concerns or needs to Fluidra.
Direct Managers and Local HR Teams
Direct managers and local HR teams play a fundamental role in these processes. Their work not only ensures compliance with regulations and ethical standards but also fosters a positive and inclusive work environment aligned with the Company's values.
Managers, as immediate leaders of employees, are responsible for establishing direct connections with their teams, ensuring open communication, and fostering a trust-based environment.
This is crucial for identifying needs, managing performance, and promoting practices that support both mental and physical well-being. Their close relationship with employees allows them to identify specific challenges and take proactive action to resolve them.
Local Human Resources teams serve as the strategic engine ensuring that Company policies and practices are tailored to the cultural, social, and legal realities of each region. Their role is essential in translating global values into concrete actions relevant to local circumstances. Additionally, they gather needs and expectations to ensure they are considered when defining global and regional action plans.
Through its talent cycle management processes (such as One2One meetings, Talent Review, and follow-up meetings), Fluidra fosters continuous conversations between employees and their direct managers to regularly obtain feedback on performance and expectations.
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For more details, refer to the section "Taking action on material impacts, risks, and opportunities related to own workforce" in the "Talent and development" chapter.
The effectiveness of this collaboration is later assessed through the Pulse Survey (short survey), which includes, among others, specific questions about direct managers' relationships and behaviour.
Pulse Survey $^{38}$
This collaboration process provides employees with the opportunity to share their feedback on various matters, enabling the Human Resources and Transformation Department, in collaboration with global, regional and local management teams, to define the necessary action plans to address the identified improvement opportunities. This survey has been conducted every two years since 2019, on a confidential basis, and its most recent edition took the form of a Pulse Survey in 2025, with global scope, covering all regions and departments of the Company, excluding employees with less than three months' seniority at the time of launch.
The content of the survey covers a range of key aspects, such as perceptions of leadership, the working environment, the relationship with the Company and corporate values. With regard to the material impacts identified, the survey directly addresses issues related to Health and Safety, feedback on ongoing changes, communication, and training and development opportunities.
On this occasion, in addition to retaining specific questions related to engagement and involvement, particular focus was also placed on employees' experience of the transformation process in which Fluidra is engaged, with six questions specifically related to Transformation.
The survey results are first analysed by the Human Resources and Transformation teams at the different organisational levels through presentations with employees from the various teams, with the collaboration of leaders identified as Change Champions. During these meetings, the underlying causes of lower-scoring areas are identified and specific action plans are defined at local, regional and global level to address them. These action plans are subsequently communicated to employees through the various internal communication channels available within the Company.
At global level, we identify a number of aspects that should be maintained and others that require improvement. The main areas for action include:
- Overall, there continues to be a very high level of engagement, satisfaction, sense of purpose and belonging to the Company,
which we will continue to strengthen through work on our Employee Value Proposition (EVP).
- Broadly speaking, the majority of respondents consider Fluidra to be a good place to work, which is interpreted as an indicator of wellbeing and happiness in the workplace.
- As stress-related indicators, most respondents stated that they have sufficient time to carry out their work within their working hours and that the pace of change in their day-to-day work is reasonable, in reference to the level of transformation.
- We will continue to improve across all possible communication channels to enhance message effectiveness, particularly in communication from managers to their teams.
- We will analyse in detail those areas most affected by change processes, which are experiencing greater pressure in terms of available time to perform their work and perceptions of how reasonable the pace of change is in their day-to-day activities.
- Attention will be paid to perceptions regarding the development opportunities that the transformation may bring.
Finally, the detailed survey results were presented to the Executive Committee (MAC) and the Appointments and Compensation Committee (ACC), enabling the Company's senior management to make informed decisions aligned with employee expectations.
In this edition, a participation rate of 79% was achieved, with an engagement index of 86% and an Employee Net Promoter Score (eNPS) of 29.
The participation rate is calculated based on the number of responses received versus the total workforce at the time of the survey launch.
The engagement index is calculated based on the average of the responses obtained that contribute to the Global Engagement factor, accounting for the percentage of responses rated between 7 and 10.
The eNPS score is calculated based on the response to the question regarding the likelihood of recommending Fluidra as a Company to work for. The percentage of responses rated 9 and 10 is subtracted from the percentage of responses rated between 0 and 6. Responses rated 7 and 8 are considered neutral.
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NOW IT'S YOUR TURN!: WHAT HAVE WE DONE SO FAR?
2019
Launch of the 1st Global Satisfaction and Engagement Survey
2021
$2^{\text{nd}}$ Global Satisfaction and Engagement Survey
2022
Launch of the $1^{\text{st}}$ Pulse Survey (abridged survey)
2023
$3^{\text{rd}}$ Global Satisfaction and Engagement Survey
2025
Launch of the $2^{\text{nd}}$ Pulse Survey (abridged survey)

TOTAL PARTICIPATION

5,190

responses received in 2025
LEVEL OF COMMITMENT
Works Councils and employee representatives
In addition to the previously mentioned communication channels, Fluidra has employee representatives or has established Works Councils in some of its workplaces, in line with the requirements of local legislation. These bodies have the authority to communicate directly with Company management to make inquiries, provide suggestions, and initiate collective bargaining processes or any other necessary actions.
For more information on employee representation bodies, please refer to the "Freedom of association" chapter.
Process to remediate negatives impacts and channels for own workers to raise concerns
ESRS S1-3
We promote open and transparent communication with our employees through various channels, enabling them to express concerns and exchange feedback on key management aspects.
In addition to the collaboration channels mentioned in the previous section (where employees can also raise any concerns or needs), Fluidra has established a Confidential Channel, which allows employees to submit complaints and claims related to workforce matters, even anonymously if desired, in line with the requirements of Directive (EU) 2019/1937.
For more information on the Confidential Channel, please refer to the "Ethics and compliance" chapter.
It is worth noting that we do not conduct a specific assessment to determine whether our employees are aware of and trust these processes to express their concerns or needs.
METRICS AND TARGETS
Incidents, complaints and severe human rights impacts
ESRS S1-17; ESRS 2 MDR-M
During the financial year, a total of 12 communications regarding potential negative incidents affecting the labour rights of our own workforce were received through the Confidential Channel (compared to 13 received in 2024), as established in the Code of Ethics.
In addition, further information on complaints received by topic is available in the chapter "Ethics and compliance" of this Consolidated Non-Financial Statement and Sustainability Information.
Furthermore, as at the end of the financial year, Fluidra was not aware of any complaint against it submitted through the OECD National Contact Points for Multinational Enterprises, nor of any significant fine or sanction in this area.
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Secure employment
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
The Human Resources Department, led by the Chief People and Transformation Officer (CPTO), is responsible for overseeing secure employment matters within the Company. To carry out this role, the department relies on local and regional Human Resources teams, which are in charge of managing all aspects related to hiring and employee separation.
On a monthly basis, the Human Resources Department shares workforce statistics with the Executive Committee (MAC), providing an overview of the current year's data compared to the previous year. These reports include, among other metrics, the evolution of the workforce, turnover rates, and key vacancies. These figures are also monitored at the regional level through the various management committees and business review meetings, alongside other business performance indicators.
Finally, at least once a year, the Chief People and Transformation Officer (CPTO) presents these statistics to the Appointments and Compensation Committee of the Board of Directors.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
As a result of the materiality assessment, Fluidra has identified one current short-term positive impact. No material risks or opportunities have been identified.
The positive impact relates to the favourable effects on the Company's own workforce resulting from the strengthening of job stability, driven by the offering of permanent, full-time contracts.
In the previous double materiality assessment, a potential negative impact on the rights of the Company's own workforce was identified, associated with the possible use of employment arrangements with lower levels of labour protection, together with a related reputational risk. In the 2025 financial year, this impact and the associated risk have not been considered material, as a result of the continuity of the Group's employment model, which is characterised by a high proportion of permanent, full-time contracts that represent the vast majority of the workforce.
As detailed throughout this chapter, in 2025 Fluidra had 93.7% of employees on permanent, full-time contracts. Consequently, no current effects on the Company's financial position associated with risks related to secure employment have been identified.
All impacts, risks and opportunities are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce
ESRS S1-1; ESRS 2 MDR-P
We do not have specific policies on secure employment for our own workforce, beyond the commitments outlined in the ESG Policy and the Code of Ethics.
> For more information, refer to the section "Cross-cutting policies on own workforce" in the introductory chapter of "ESRS S1. Own workforce".
This is because secure employment matters are subject to requirements that vary significantly depending on the country/region, the size of the worksite, or the applicable collective agreement. This is particularly relevant in cases such as regulations on dismissals, especially in the context of mass terminations.
Should any of these situations arise, Fluidra would adhere to the requirements established by local regulations, including communication and negotiation procedures with worker representatives, as well as minimum consultation periods.
Processes for engaging with own workers' representatives about impacts
ESRS S1-2
The processes for engaging with own workforce and worker representatives on secure employment impacts are managed either through worker representatives (in locations where regulations require them based on the size of the worksite) or through local Human Resources teams.
> For more information, refer to the section "Processes for engaging with own workforce" in the introductory chapter of "ESRS S1. Own workforce".
Process to remediate negatives impacts and channels for own workers to raise concerns
ESRS S1-3
Own workforce employees can express their concerns and/or needs regarding employment matters to their direct supervisors, worker representatives, or local Human Resources managers.
Additionally, as with other topics covered in the Code of Ethics, employees can submit any complaints or claims in this area through the Confidential Channel.
> For more information on the Confidential Channel, refer to the chapter "Ethics and Compliance" in "ESRS G1. Business Conduct."
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Taking actions on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
Fluidra North America has been recognised by Built In as one of the "Best Places to Work" for the third consecutive year.
One of the main measures adopted by Fluidra in recent years regarding secure employment has been the review and adjustment of non-employee personnel who complement our own workforce, particularly during peak season.
Since 2022, we have promoted the direct hiring of non-employees assigned to manufacturing and logistics activities in Spain (the Group's primary country in terms of workforce) through permanent-discontinuous contracts³⁹. Additionally, we are currently assessing the possibility of replacing temporary employee contracts with this type of permanent-discontinuous employment arrangement.
In addition, we monitor to ensure that there is no improper use of non-employee personnel through our on-site human rights audit programme at our production and logistics facilities, with no non-compliances identified in this area over the past three years.
For further information, please refer to the section "Due diligence statement".
METRICS AND TARGETS
ESRS Requirements
Targets related to managing material impacts, advancing positives impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
The Company has not defined any targets in this area, nor is their definition planned in the short term.
Characteristics of the company's employees
ESRS S1-6; ESRS 2 MDR-M
At the end of the 2025, financial year, Fluidra had 6,753⁴⁰ employees, representing a 1% increase compared to the previous reporting period. This growth aligns with the overall business expansion, following two years of decline. This figure includes all companies within the Fluidra Group as of year-end.
Employee data is sourced from the Group's personnel database, which is reviewed and updated monthly by the Human Resources managers in each subsidiary.
In 2025, Fluidra's growth is reflected in both male and female hiring, with increases of 2% and 1% respectively. The gender classification used by the Company includes options that allow each employee to indicate the gender with which they identify. As at the end of the 2024 and 2025 financial years, no employees were recorded under the "Other" or "Not reported" categories.
NUMBER OF EMPLOYEES AT YEAR-END BY GENDER
| 2025 | 2024 | |
|---|---|---|
| Male | 4,405 | 4,320 |
| Female | 2,348 | 2,334 |
| Other | 0 | 0 |
| Not reported | 0 | 0 |
| Total employees | 6,753 | 6,654 |
With regard to regions, in 2025 e most significant growth was observed at HQ, with an increase of 39%, By contrast, a decrease of (9%) was recorded in the AMER region.
NUMBER OF EMPLOYEES BROKE DOWN BY REGION AND COUNTRY OF OPERATION
| 2025 | 2024 | |
|---|---|---|
| HQ | 550 | 397 |
| EMEA | 4,440 | 4,331 |
| AMER | 1,272 | 1,399 |
| APAC | 491 | 527 |
| Total employees | 6,753 | 6,654 |
In this regard, the most significant increases were recorded in Switzerland and Germany, where workforce growth reached 117% and 86%, respectively.
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It is important to highlight that, as of the end of the 2025, financial year, only Spain and the United States of America had workforces exceeding 50 employees and and accounted for at least 10% of the Group's total employees.
| 2025 | 2024 | |
|---|---|---|
| Germany | 123 | 66 |
| Australia | 358 | 387 |
| Austria | 56 | 51 |
| Bosnia Herzegovina | 5 | 5 |
| Brazil | 160 | 161 |
| Bulgaria | 59 | 59 |
| Belgium | 10 | 16 |
| Canada | 19 | 18 |
| Chile | 12 | 11 |
| China | 410 | 480 |
| Cyprus | 11 | 11 |
| Colombia | 14 | 11 |
| Croatia | 19 | 16 |
| Denmark | 18 | 18 |
| Egypt | 18 | 18 |
| United Arab Emirates | 40 | 37 |
| Slovenia | 2 | 2 |
| Spain | 2,472 | 2,301 |
| United States of America | 1,082 | 1,141 |
| France | 406 | 429 |
| Greece | 23 | 20 |
| Hungary | 46 | 49 |
| India | 39 | 40 |
| Indonesia | 29 | 35 |
| Italy | 126 | 125 |
| Kazakhstan | 20 | 19 |
| Malaysia | 29 | 26 |
| Morocco | 24 | 23 |
| Montenegro | 3 | 3 |
| Mexico | 59 | 53 |
| New Zealand | 9 | 10 |
| Netherlands | 78 | 77 |
| Poland | 19 | 18 |
| Portugal | 82 | 102 |
| United Kingdom | 154 | 158 |
| Czech Republic | 10 | 10 |
| Romania | 11 | 9 |
| 2025 | 2024 | |
| --- | --- | --- |
| Russia | 49 | 50 |
| Serbia | 12 | 11 |
| Singapore | 15 | 13 |
| South Africa | 500 | 457 |
| Sweden | 11 | 9 |
| Switzerland | 13 | 6 |
| Thailand | 40 | 35 |
| Tunisia | 6 | 6 |
| Turkey | 35 | 33 |
| Vietnam | 17 | 19 |
| Total employees | 6,753 | 6,654 |
It is worth noting that Fluidra continues the trend of previous years, with employees representing 97% of the Group's workforce, compared to 3% of non-employees.
With regard to working time, full-time employees represent 97% of the Group's workforce. This type of working arrangement increased by 2% of temporary employees.
Since 2024, and in compliance with the requirements of the CSRD, workers with non-guaranteed hours have been included in this calculation, thereby ensuring a more representative measurement of the Group's labour reality. As can be observed, this type of contract was only present in the APAC region, specifically in Australia in 2024. In this regard, it should be noted that as of the end of 2025, there were no workers with non-guaranteed hours.
With regard to separation data, it should be noted that separations increased by 20% compared to the previous year and, as a result, the turnover rate also increased by 17% compared to 2024.
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NUMBER OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND GENDER
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Other | Not reported | Total | Male | Female | Other | Not reported | Total | |
| Number of employees | 4,405 | 2,348 | 0 | 0 | 6,753 | 4,320 | 2,334 | 0 | 0 | 6,654 |
| Number of permanent employees | 4,274 | 2,279 | 0 | 0 | 6,553 | 4,189 | 2,226 | 0 | 0 | 6,415 |
| Number of temporary employees | 131 | 69 | 0 | 0 | 200 | 131 | 108 | 0 | 0 | 239 |
| Number of non-guaranteed hours employees | 0 | 0 | 0 | 0 | 0 | 15 | 7 | 0 | 0 | 22 |
| Number of full-time employees | 4,365 | 2,214 | 0 | 0 | 6,579 | 4,270 | 2,210 | 0 | 0 | 6,480 |
| Number of part-time employees | 40 | 134 | 0 | 0 | 174 | 35 | 117 | 0 | 0 | 152 |
NUMBER OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND REGIONS
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| HQ | EMEA | AMER | APAC | Total | HQ | EMEA | AMER | APAC | Total | |
| Number of employees | 550 | 4,440 | 1,272 | 491 | 6,753 | 397 | 4,331 | 1,399 | 527 | 6,654 |
| Number of permanent employees | 547 | 4,258 | 1,272 | 476 | 6,553 | 394 | 4,114 | 1,399 | 508 | 6,415 |
| Number of temporary employees | 3 | 182 | 0 | 15 | 200 | 3 | 217 | 0 | 19 | 239 |
| Number of non-guaranteed hours employees | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 22 | 22 |
| Number of full-time employees | 536 | 4,298 | 1,272 | 473 | 6,579 | 385 | 4,208 | 1,399 | 488 | 6,480 |
| Number of part-time employees | 14 | 142 | 0 | 18 | 174 | 12 | 123 | 0 | 17 | 152 |
NUMBER OF EMPLOYEES WHO LEFT THE COMPANY BY GENDER, REGION, AND AGE GROUP
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Other | Not reported | Total | Male | Female | Other | Not reported | Total | |
| Dismissals | 308 | 127 | 0 | 0 | 435 | 218 | 103 | 1 | 0 | 322 |
| Voluntary departure | 393 | 150 | 0 | 0 | 543 | 331 | 154 | 0 | 0 | 485 |
| Retirement | 20 | 10 | 0 | 0 | 30 | 24 | 12 | 0 | 0 | 36 |
| Deaths | 2 | 1 | 0 | 0 | 3 | 1 | 1 | 0 | 0 | 2 |
| Total | 723 | 288 | 0 | 0 | 1,011 | 574 | 270 | 1 | 0 | 845 |
| 2025 | 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| HQ | EMEA | AMER | APAC | Total | HQ | EMEA | AMER | APAC | Total | |
| Dismissals | 40 | 221 | 155 | 19 | 435 | 11 | 231 | 74 | 6 | 322 |
| Voluntary departure | 26 | 373 | 105 | 39 | 543 | 15 | 273 | 158 | 39 | 485 |
| Retirement | 1 | 15 | 12 | 2 | 30 | 1 | 21 | 14 | 0 | 36 |
| Deaths | 0 | 1 | 2 | 0 | 3 | 0 | 2 | 0 | 0 | 2 |
| Total | 67 | 610 | 274 | 60 | 1,011 | 27 | 527 | 246 | 45 | 845 |
| 2025 | 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Under 30 years old | Between 30 and 50 years old | Over 50 years old | Total | Under 30 years old | Between 30 and 50 years old | Over 50 years old | Total | |||
| Dismissals | 77 | 254 | 104 | 435 | 62 | 181 | 79 | 322 | ||
| Voluntary departure | 149 | 302 | 92 | 543 | 133 | 279 | 73 | 485 | ||
| Retirement | 0 | 4 | 26 | 30 | 0 | 4 | 32 | 36 | ||
| Deaths | 0 | 0 | 3 | 3 | 0 | 1 | 1 | 2 | ||
| Total | 226 | 560 | 225 | 1,011 | 195 | 465 | 185 | 845 |
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DISMISSALS BY GENDER AND PROFESSIONAL CATEGORY
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Other | Not reported | Total | Male | Female | Other | Not reported | Total | |
| Executives | 2 | 0 | 0 | 0 | 2 | 0 | 1 | 0 | 0 | 1 |
| Management | 17 | 7 | 0 | 0 | 24 | 5 | 4 | 0 | 0 | 9 |
| Professionals | 49 | 15 | 0 | 0 | 64 | 29 | 9 | 0 | 0 | 38 |
| Technicians | 85 | 23 | 0 | 0 | 108 | 34 | 19 | 1 | 0 | 54 |
| Administration and support | 21 | 40 | 0 | 0 | 61 | 27 | 22 | 0 | 0 | 49 |
| Manufacturing workers | 134 | 42 | 0 | 0 | 176 | 123 | 48 | 0 | 0 | 171 |
| Total | 308 | 127 | 0 | 0 | 435 | 218 | 103 | 1 | 0 | 322 |
EMPLOYEES TURNOVER BY GENDER, REGIONS, AGE, AND PROFESSIONAL CATEGORY
| 2025 | 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Male | Female | Other | Not reported | Total | Male | Female | Other | Not reported | Total | |
| Involuntary turnover | 7.1% | 5.6% | 0.0% | 0.0% | 6.6% | 5.2% | 4.6% | 120.0% | 0.0% | 5.0% |
| Voluntary turnover | 9.4% | 7.0% | 0.0% | 0.0% | 8.6% | 8.4% | 7.4% | 0.0% | 0.0% | 8.0% |
| Total | 16.5% | 12.6% | 0.0% | 0.0% | 15.2% | 13.6% | 12.0% | 120.0% | 0.0% | 13.0% |
| 2025 | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||
| HQ | EMEA | AMER | APAC | Total | ||||||
| Involuntary turnover | 7.3% | 5.2% | 11.6% | 3.8% | 6.6% | |||||
| Voluntary turnover | 4.9% | 9.1% | 8.7% | 8.3% | 8.6% | |||||
| Total | 12.3% | 14.3% | 20.3% | 12.1% | 15.2% | |||||
| 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||
| HQ | EMEA | AMER | APAC | Total | ||||||
| Involuntary turnover | 3.0% | 5.6% | 5.2% | 1.2% | 5.0% | |||||
| Voluntary turnover | 4.4% | 7.0% | 12.1% | 7.7% | 8.0% | |||||
| Total | 7.3% | 12.6% | 17.3% | 8.9% | 13.0% | |||||
| 2025 | 2024 | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Under 30 years old | Between 30 and 50 years old | Over 50 years old | Total | Under 30 years old | Between 30 and 50 years old | Over 50 years old | Total | |||
| Involuntary turnover | 9.4% | 6.4% | 5.7% | 6.6% | 7.4% | 4.7% | 4.6% | 5.0% | ||
| Voluntary turnover | 18.2% | 7.7% | 6.3% | 8.6% | 16.0% | 7.2% | 6.1% | 8.0% | ||
| Total | 27.5% | 14.1% | 12.1% | 15.2% | 23.4% | 11.9% | 10.7% | 13.0% | ||
| 2025 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||
| Executives | Management | Professionals | Technicians | Administration and support | Manufacturing workers | Total | ||||
| Involuntary turnover | 5.2% | 5.1% | 6.5% | 5.7% | 5.9% | 8.1% | 6.6% | |||
| Voluntary turnover | 5.2% | 8.2% | 6.4% | 8.0% | 7.3% | 10.9% | 8.6% | |||
| Total | 10.3% | 13.3% | 12.8% | 13.7% | 13.1% | 19.0% | 15.2% | |||
| 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||
| Executives | Management | Professionals | Technicians | Administration and support | Manufacturing workers | Total | ||||
| turnover | 1.7% | 2.5% | 3.7% | 2.9% | 4.9% | 8.1% | 5.0% | |||
| Voluntary turnover | 8.5% | 4.7% | 3.7% | 7.5% | 10.0% | 10.4% | 8.0% | |||
| Total | 10.2% | 7.2% | 7.3% | 10.3% | 14.9% | 18.5% | 13.0% |
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Information requested by Law 11/2018
Annual average of employees
The calculation of Fluidra's average number of employees is based on the actual time each person has remained with the Company throughout the year. This is determined by calculating the total number of months worked by each employee and dividing it by 12, resulting in an adjusted average that reflects the workforce's presence over the reporting period.
In this regard, in 2025, the annual average number of employees at Fluidra, as well as year-end figures, reflects stability in permanent employment, with a slight increase of 2.9% compared to the previous year, and in full-time employment, specifically by 3.2%.
By gender and age group, the workforce has remained stable, with a homogeneous and balanced distribution.
ANNUAL AVERAGE OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND GENDER
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Permanent | Temporary | Permanent | Temporary | |||||
| Full time | Part time | Full time | Part time | Full time | Part time | Full time | Part time | |
| Male | 4,345 | 33 | 162 | 8 | 4,200 | 31 | 141 | 10 |
| Female | 2,164 | 121 | 105 | 9 | 2,127 | 118 | 101 | 7 |
| Other | 0 | 0 | 0 | 0 | 1 | 0 | 0 | 0 |
| Not reported | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Total average | 6,509 | 154 | 268 | 17 | 6,328 | 149 | 242 | 17 |
ANNUAL AVERAGE OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND REGIONS
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Permanent | Temporary | Permanent | Temporary | |||||
| Full time | Part time | Full time | Part time | Full time | Part time | Full time | Part time | |
| HQ | 533 | 13 | 3 | 2 | 357 | 10 | 3 | 1 |
| EMEA | 4,149 | 124 | 250 | 13 | 4,061 | 121 | 221 | 14 |
| AMER | 1,351 | 0 | 0 | 0 | 1,419 | 0 | 0 | 0 |
| APAC | 477 | 17 | 15 | 2 | 490 | 18 | 18 | 2 |
| Total average | 6,509 | 154 | 268 | 17 | 6,328 | 149 | 242 | 17 |
ANNUAL AVERAGE OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND AGE
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Permanent | Temporary | Permanent | Temporary | |||||
| Full time | Part time | Full time | Part time | Full time | Part time | Full time | Part time | |
| Under 30 years old | 810 | 10 | 90 | 5 | 823 | 10 | 81 | 4 |
| Between 30 and 50 years old | 3,891 | 89 | 133 | 5 | 3,821 | 88 | 122 | 6 |
| Over 50 years old | 1,808 | 55 | 45 | 8 | 1,685 | 51 | 39 | 6 |
| Total average | 6,509 | 154 | 268 | 17 | 6,328 | 149 | 242 | 17 |
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ANNUAL AVERAGE OF EMPLOYEES BROKEN DOWN BY CONTRACT TYPE, TYPE OF WORK SCHEDULE, AND PROFESSIONAL CATEGORY
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Permanent | Temporary | Permanent | Temporary | |||||
| Full time | Part time | Full time | Part time | Full time | Part time | Full time | Part time | |
| Executives | 58 | 0 | 0 | 0 | 59 | 0 | 0 | 0 |
| Management | 465 | 10 | 2 | 1 | 362 | 1 | 2 | 0 |
| Professionals | 993 | 12 | 2 | 0 | 1,024 | 12 | 2 | 1 |
| Technicians | 1,849 | 41 | 22 | 1 | 1,859 | 45 | 18 | 3 |
| Administration and support | 991 | 52 | 51 | 10 | 962 | 53 | 52 | 7 |
| Manufacturing workers | 2,154 | 40 | 191 | 5 | 2,063 | 39 | 169 | 6 |
| Total average | 6,509 | 154 | 268 | 17 | 6,328 | 149 | 242 | 17 |
Entity-specific disclosures
Employee hiring
ESRS 2 MDR-M
In 2025, Fluidra continued its workforce growth trend, reinforcing its commitment to talent acquisition and the consolidation of teams across various areas and regions. In this regard, the total number of new hires increased by 15% compared to the previous year, reflecting the expansion and strengthening of the organisational structure.
NUMBER OF EMPLOYEES HIRED BY GENDER, REGION AND AGE
| Male | Female | Other | Not reported | Total | |
|---|---|---|---|---|---|
| 2025 | 1,055 | 518 | 0 | 0 | 1,573 |
| 2024 | 866 | 501 | 1 | 0 | 1,368 |
| HQ | EMEA | AMER | APAC | Total | |
| --- | --- | --- | --- | --- | --- |
| 2025 | 92 | 1,273 | 159 | 49 | 1,573 |
| 2024 | 63 | 1,000 | 247 | 58 | 1,368 |
| Under 30 years old | Between 30 and 50 years old | Over 50 years old | Total | ||
| --- | --- | --- | --- | --- | |
| 2025 | 513 | 840 | 220 | 1,573 | |
| 2024 | 464 | 759 | 145 | 1,368 |
Freedom of association, collective bargaining and social dialogue
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
The global oversight of this area falls under the Chief People and Transformation Officer (CPTO), a member of the Executive Committee (MAC) of the Fluidra Group, to whom the regional and/or business area Human Resources leaders report. However, the management of material impacts and risks in this area is handled locally within each Company and/or worksite, as regulations vary depending on the type of activity and location.
As a result, freedom of association, collective bargaining, and social dialogue matters are not escalated to governing and management bodies, unless their specific nature has a significant regional or global impact. In 2025, no such escalations were necessary.
There is no global policy outlining the roles and responsibilities of governing bodies at the Group level, as this area is managed locally
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
As part of the materiality assessment, we have identified the following impacts and risks associated with employees' rights to freedom of association, collective bargaining, and social dialogue. As part of this analysis, we have not identified any material opportunities.
Regarding impacts, we have identified a potential negative impact related to limitations on the rights to freedom of association, collective bargaining and social dialogue, as a result of the absence of appropriate mechanisms on the part of the Company or prohibitions/limitations on these rights under local regulations in some countries where we operate.
On the other hand, we have identified a current positive impact linked to the existence of effective and structured social dialogue channels in the majority of our operations, which facilitate negotiation and the agreement of improvements in terms of remuneration, benefits, and occupational health and safety conditions.
It is important to highlight that we currently operate in 16 countries with a high or extreme risk of violations of these
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rights, including the United Arab Emirates, Turkey, China, and Vietnam. However, as of the end of the financial year, 57% of employees were covered by collective agreements, and 49% had formal representation before the Company. The following sections of this chapter describe the measures we implement to prevent and/or mitigate any related impacts.
On the other hand, the materialisation of the aforementioned impact could lead to sanctions and/or a reputational risk for the Company, as well as disruptions to its day-to-day operations. However, in 2025, this risk did not materialise, and no current financial effects associated with this issue were identified.
Compared to the previous double materiality assessment, a positive impact related to the strengthening of social dialogue channels across the majority of the Group's operations has been included, with no other significant changes identified.
All impacts, risks and opportunities are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on freedom of association, collective bargaining, and social dialogue
ESRS S1-1; ESRS 2 MDR-P
In line with our commitment to the principles of the United Nations Global Compact, at Fluidra, we recognise the freedom of association and the right to collective bargaining for our employees, regardless of the country in which they work.
This commitment is reflected in the Fluidra Group Code of Ethics, where we state our duty to comply with and respect all applicable laws and the fundamental conventions of the ILO related to workers' rights to form and join trade unions of their choice, negotiate collectively, participate in peaceful assemblies, as well as to respect their right to refrain from such activities.
Furthermore, we recognise the right of all workers and/or their representatives to communicate openly and share ideas and concerns with management regarding working conditions and management practices, without fear of discrimination, retaliation, intimidation, or harassment. Additionally, where local laws or circumstances restrict these rights, we are committed to seeking alternative ways to engage in meaningful dialogue with employees on labour issues and workplace concerns.
> For more information on the contents and objectives of the Code of Ethics, please refer to the section "Cross-cutting policies relating to own workforce" in the introductory chapter of "ESRS S1. Own Workforce".
Beyond this global commitment, each Fluidra Group Company has adapted its internal policies to align with local regulations, taking into account the specific characteristics of its business activities and workforce size.
Regarding freedom of association and social dialogue, we comply with local regulations on the election of worker representatives, the formation of works councils, and mechanisms for dialogue between employees and management at the Company or worksite level.
With respect to collective bargaining rights, none of Fluidra's subsidiaries have their own collective agreements. As a general rule, Fluidra Group companies adhere to collective agreements or similar frameworks derived from ongoing collective bargaining in each country of operation. In countries such as Spain, France, and Italy, we are covered by multiple collective agreements, due to the diverse activities of our businesses and the regions in which they operate. In contrast, in other countries, a single collective agreement applies to the entire workforce. In jurisdictions where no sector-specific agreements exist, we comply with current labour laws, while also having the flexibility to improve working conditions through Company-specific agreements.
> For more information on collective bargaining agreements, please refer to the section "Coverage of collective bargaining and social dialogue" within this chapter.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
Collaboration processes regarding freedom of association, collective bargaining, and social dialogue take place at the subsidiary or workplace level and vary according to the requirements of each collective agreement or, in its absence, the applicable local legislation. Depending on the size of the Company or workplace, there are employee representatives and/or works councils responsible for defending the workforce's labour and social interests before management.
Collaboration is carried out continuously through meetings held on a quarterly basis (as a general rule), during which employee representatives present their requests and concerns regarding labour matters to management for negotiation. In turn, the Company communicates to the representatives the measures adopted or proposed, so that they can be conveyed to the rest of the workforce. In this regard, the Human Resources managers of each subsidiary are responsible for ensuring that these collaborations take place and are properly carried out.
The agenda of these meetings and the minutes of the topics discussed are subsequently shared with the entire workforce through the established communication channels in each case.
At present, there is no record of any workforce-related issues that have needed to be addressed as a result of the reduction of carbon emissions and the transition toward more environmentally friendly and climate-neutral operations.
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Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
There are no additional channels for employees to express their concerns beyond those already described in the "Introduction" chapter of "ESRS S1. Own workforce." As in the previous year, no violations of these rights have been reported through our confidential channel.
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
We monitor to ensure that no negative impacts occur on the rights to freedom of association and social dialogue through our on-site human rights audit programme at our production and logistics facilities.
> For more information, please refer to the section "Due diligence statement".
With regard to the recommendation identified in the audit carried out in Hungary during the 2024 financial year, the Company has decided not to formally establish a Works Council in the country for the time being, as it is not required to do so under local regulations, although it has appointed two employee representatives for Health and Safety matters.
No non-compliances in this respect were identified in the audits conducted during 2025.
METRICS AND TARGETS
ESRS Requirements
Targets to related to managing material impacts, advancing positives impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
We currently do not have any targets associated with the rights to freedom of association, collective bargaining, and social dialogue. Their definition is not planned in the medium term, as this matter is managed at the local level.
Collective bargaining coverage and social dialogue
ESRS S1-8; ESRS 2 MDR-M
At the end of the financial year, 57% of employees were covered by collective bargaining agreements (compared to 56% in 2024), while 49% were represented by employee delegates or works councils (compared to 48% in 2024).
At the end of 2025, only two of the 47 countries where Fluidra operates (Spain and the United States of America) had a workforce of more than 50 employees and accounted for at least 10% of the Group's total employees. In the interest of transparency, we have chosen to provide additional information beyond the requirements of ESRS S1-8, reflecting collective bargaining agreement coverage and social dialogue across all the countries where we operate.
COLLECTIVE BARGAINING AGREEMENT AND SOCIAL DIALOGUE COVERAGE RATE BY COUNTRY AND GEOGRAPHIC AREA
| 2025 | Collective bargaining agreement coverage (%) | Social dialogue coverage (%) |
|---|---|---|
| Country | ||
| European Economic Area (EEA) | ||
| Austria | 100% | 0% |
| Belgium | 100% | 0% |
| France | 100% | 100% |
| Greece | 100% | 0% |
| Italy | 100% | 100% |
| Netherlands | 100% | 77% |
| Portugal | 100% | 0% |
| Spain | 100% | 93% |
| Sweden | 100% | 100% |
| Rest of countries (EEA) | 0% | 0% |
| Outside the European Economic Area (EEA) | ||
| Brazil | 100% | 0% |
| China | 56% | 64% |
| Morocco | 0% | 100% |
| Mexico | 100% | 0% |
| South Africa | 34% | 34% |
| Vietnam | 0% | 94% |
| Rest of countries (No EEA) | 0% | 0% |
| Total | 57% | 49% |
| 2025 | Collective bargaining agreement | |
| --- | --- | --- |
| Coverage rate | Employees EEA | Employees - Non-EEA |
| 0 - 19% | Rest of countries | Rest of countries |
| 20 - 39% | South Africa | |
| 40 - 59% | China | |
| 60 - 79% | ||
| 80-100% | Austria, Belgium, Spain, France, Greece, Italy, Netherlands, Sweden, Portugal | Brazil, Mexico |
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| 2024 Country | Collective bargaining agreement coverage (%) | Social dialogue coverage (%) |
|---|---|---|
| European Economic Area (EEA) | ||
| Austria | 100% | 0% |
| Belgium | 100% | 0% |
| Spain | 100% | 89% |
| France | 100% | 100% |
| Greece | 100% | 0% |
| Italy | 100% | 100% |
| Netherlands | 100% | 100% |
| Portugal41 | 58% | 0% |
| Sweden | 100% | 100% |
| Rest of countries (EEA) | 0% | 0% |
| Outside the European Economic Area (EEA) | ||
| Brazil | 100% | 0% |
| China | 56% | 56% |
| Morocco | 0% | 100% |
| Mexico | 100% | 0% |
| South Africa | 37% | 37% |
| Vietnam | 0% | 79% |
| Rest of countries (Non-EEA) | 0% | 0% |
| Total | 56% | 48% |
| 2024 | Collective bargaining agreement | |
| --- | --- | --- |
| Coverage rate | Employees EEA | Employees - Non-EEA |
| 0 - 19% | Rest of countries | Rest of countries |
| 20 - 39% | South Africa | |
| 40 - 59% | Portugal | China |
| 60 - 79% | ||
| 80-100% | Austria, Belgium, Spain, France, Greece, Italy, Netherlands, Sweden | Brazil, Mexico |
As shown in the tables, employees located in countries within the European Economic Area have the highest levels of coverage in this regard. However, Fluidra does not have any agreements with its employees for representation through a European Works Council, a Societas Europaea Works Council, or a European Cooperative Society Works Council.
On the other hand, the working and employment conditions of non-employees are not always determined or influenced by the same collective bargaining agreements. These agreements only apply when the employer of the non-employees falls within the scope of the same collective bargaining agreement that applies to the activities of the subsidiary or workplace in question. At present, we do not have visibility on the collective bargaining agreement coverage rate for non-employees.
For more information on the applicability of collective bargaining agreements, please refer to the section "Cross-cutting policies on own workforce" in the introductory chapter of "ESRS 51. Own workforce."
Diversity, Equity and Inclusion
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The management of the Group's Diversity, Equity and Inclusion (DEI) matters is coordinated by the Talent and Culture area, led by the Chief People and Transformation Officer (CPTO), who is responsible for defining the strategy and actions to be implemented in this area. The CHRO relies on local and regional Human Resources teams for its execution.
In accordance with the provisions of the Group's Diversity, Equity and Inclusion (DEI) Policy, oversight of this area falls under the responsibility of the Executive Committee (MAC), which is informed through the Chief People and Transformation Officer (CPTO).
As a new development, in 2025 we established a Global Diversity, Equity and Inclusion (DEI) Council, composed of members of our Executive Committee (MAC) and representatives from different areas of the Company. Its role is to define the Global DEI Strategy and enable its activation by our regional teams.
In addition, the CPTO reports, at least annually, to the Appointments and Compensation Committee on progress towards the target related to female successors for key positions, as well as on progress regarding the gender pay gap target, addressed in the chapter "Compensation and benefits".
For further information, please refer to the sections "Functions, responsibilities and information provided to the administrative and management bodies" and "Integration of sustainability-related performance into incentive systems" of "ESRS 2. General information", at the beginning of the report.
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STRATEGY
ESRS Requirements
Material impacts, risks and opportunities
ESRS 2 SBM-3
As a part of the materiality assessment, we have identified two impacts and no risks or opportunities in relation to Diversity, Equity and Inclusion (DEI).
First, we have identified a negative impact on the right to equal treatment and opportunities for the Company's own workforce, arising from actions or omissions by the Company or its employees that may lead to situations of inequality, discrimination or harassment. While this impact may occur in any operating context of the Group, there is a higher risk of its materialisation in countries where systemic discrimination exists or in those Company activities that are more male-dominated.
In addition, a current positive impact has been identified, reflecting the ongoing implementation and strengthening of DEI policies and practices. This includes initiatives to increase the representation of women in succession plans for key positions, as well as actions aimed at addressing and reducing the gender pay gap.
During the 2025 financial year, no current effects have been identified on the Company's financial position, financial performance, or cash flows in this area.
While no positive impacts were identified in the 2023 materiality assessment, a positive impact was recognised in the 2025 financial year, supported by the introduction of initiatives such as the Global Council and the greater integration of DEI governance and programmes. The risks identified in 2023 are no longer considered material, reflecting the effectiveness of the mitigation measures implemented to date.
All impacts, risks and opportunities are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
Entity-specific disclosures
Diversity, Equity and Inclusions strategy
At Fluidra, diversity means valuing each individual as unique, recognising and celebrating their characteristics and personal experiences, regardless of their race, ethnicity, gender, gender identity, sexual orientation, educational background, socioeconomic status, age, physical abilities, religion, political beliefs, or any other aspect.
The purpose of this strategy is to create an individual call to action, engaging everyone at Fluidra in building a more diverse and inclusive environment. To achieve this, three fundamental pillars have been established: awareness, action, and recognition. Awareness aims to enhance knowledge and commitment regarding diversity and inclusion. Action is driven by an expanded network of ambassadors, empowered to lead initiatives within their areas of work. Finally, recognition is achieved by identifying and rewarding the best-implemented initiatives, allowing best practices to be shared globally and generating a positive impact on organisations or causes of local interest.
To address the specific needs of each region, countries or regions will determine the pillars they wish to focus on, the most suitable actions for their context, and the indicators or targets they will use to measure progress.
Likewise, in line with our purpose, in 2025 an internal awareness-raising campaign entitled "We are all water inside" was carried out, aimed at reinforcing among our employees the idea that, beyond our differences, we share a common bond that connects us all.
In addition, during 2025, following the establishment of the Global DEI Council, a comprehensive review of the Group's DEI strategy was initiated. This process led to the transition from the "Embracing Diversity 2022-2025" strategy to a new strategy, currently in draft form, entitled "Embedding Inclusion 2026-2028".
Currently, our DEI strategy focuses on the following internal dimensions of diversity:

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IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on Diversity, Equity, and Inclusion
ESRS S1-1; ESRS 2 MDR-P
Respect for and the promotion of Diversity, Equity and Inclusion (DEI) constitute a fundamental pillar within the Sustainability Master Plan. This is reflected in both the ESG Policy and the Code of Ethics, which express the commitment to ensuring respect for all individuals and providing a work environment free from any form of harassment or discrimination, through the following principles:
- Zero tolerance for inhumane or violent treatment, such as violence, harassment (including sexual harassment, mobbing or bullying), verbal abuse, intimidation, or any similar threats.
- Prohibition of any form of discriminatory action or decision based on race, colour, age, sex, sexual orientation, gender identity and expression, ethnic or national origin, disability, pregnancy, religion, political affiliation, trade union membership, protected veteran status, protected genetic information, marital status, or any other legally prohibited basis.
- Implementation of necessary measures to ensure that employment decisions are based solely on individuals' qualifications and skills, including recruitment and selection processes, salary increases, career promotions, rewards, and access to training and development opportunities.
For further details on the objectives and scope of the ESG Policy and the Code of Ethics, please refer to the section "Cross-cutting policies on own workforce" at the beginning of "ESRS S1. Own workforce".
These commitments are further developed in the Diversity, Equity and Inclusion Policy, which also serves as the foundation for defining the actions and objectives that shape the previously mentioned strategy.
Among its priorities are: ensuring equal access to employment, adapting workplaces for people with disabilities; promoting equal opportunities for career development; guaranteeing fair remuneration for work of equal value; creating a work environment free from intimidation, harassment, or discrimination; and facilitating work-life balance.
The Policy also establishes the importance of initiatives that promote the use of inclusive language and raising awareness on DEI across the organisation, either through training programmes or through communication about reported cases and the corrective measures applied.
| Diversity, Equity and Inclusion Policy | |
|---|---|
| Date | Initial approval: February 2022. |
| Last revision: Not applicable. | |
| Responsible body | Board of Directors of the Fluidra Group. |
| Objectives | Establish Fluidra's commitments and objectives regarding diversity, equity, and inclusion, aligned with its Code of Ethics and ESG Policy, and define the necessary actions to achieve them in each area. |
| Scope of application | All companies within the Fluidra Group at a global level, including those in which Fluidra S.A. directly or indirectly owns the majority of shares or exercises a significant influence, as well as companies where such influence arises from other legal mechanisms. This policy also applies to non-majority-owned companies in which Fluidra has a stake, joint ventures, and similar partnerships and associations included by Fluidra S.A. at any given time. |
| Third-party standards and initiatives considered | • Universal Declaration of Human Rights |
| • ILO Declaration on Fundamental Principles and Rights at Work | |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
The implementation of the Diversity, Equity and Inclusion (DEI) Policy is managed locally by the human resources teams in each of Fluidra Group's subsidiaries. In this regard, various subsidiaries have adopted additional regulations that develop and tailor specific aspects of the policy to meet local legal requirements.
This is the case for equality plans and protocols against workplace harassment and violence (including sexual harassment, mobbing, bullying, among others) based on gender and/or targeting LGTBIQ+ individuals, which have been approved in countries such as Spain, the United States of America, and Australia, among others.
Anyone who has experienced or is aware of discrimination, harassment, or intimidation must immediately report it through the confidential channel. This allows for a fair, swift, and fully confidential investigation process for all parties involved, as outlined in the management procedure for this channel.
> For more information on the Confidential Channel, please refer to the "Ethics and Compliance" chapter of "ESRS G1. Business Conduct."
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
In addition to the general collaboration processes with own workforce described in the section "Processes for engaging with own workers" within the introductory chapter of "ESRS S1. Own workforce", we have implemented additional specific mechanisms to address DEI-related matters.
In certain countries, such as Spain, regulations require the establishment of Joint Equality Committees, composed of representatives from both the Company and employees. These committees discuss and negotiate the actions included in equality plans and collect the necessary information to monitor and evaluate the degree of compliance with the implemented measures.
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Additionally, another key collaboration channel with employees is the DEI Ambassadors. In this regard, we have the support of more than 29 DEI ambassadors across eight countries. These ambassadors not only serve as key points of contact for employees in this area but also help identify regional challenges and concerns, facilitating the local implementation of the DEI strategy.
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
We have established a set of structured processes to address and remedy any negative impacts that may have affected our workforce, ensuring the resolution of relevant situations.
Our employees have access to the Confidential Channel to report any such impacts, which are then reviewed by the Ethics Committee in collaboration with the Human Resources Department, following the procedures established by the Company. If the case is substantiated, the Committee determines the most appropriate remedial measures based on the circumstances, which may range from providing additional training to, in more serious cases, terminating the employee's contract.
> For more information about the Ethics Committee and the Confidential Channel, please refer to the "Ethics and compliance" chapter of "ESRS GI. Business Conduct".
In addition to the collaboration channels mentioned in the previous section (where employees can also raise concerns or needs), we provide a form available on the Company's website and a dedicated email address ([email protected]), as well as the usual Human Resources channels. These channels are properly communicated through posters and notices and are accessible via the MyFluidra corporate intranet, ensuring that all employees can easily reach them.
In 2025, 12 communications related to this matter were recorded, compared to 9 communications received in 2024.
> For further details on the communications received, please refer to the section "Incidents, claims, and serious cases related to human rights" in the introductory chapter of "ESRS SI. Own workforce".
It is important to note that in all cases, the Ethics Committee referred the findings to the local Human Resources Department, which conducted the necessary investigations with the support of external experts when required.
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
Our commitment to diversity and inclusion is reflected in concrete actions implemented at both regional and local levels. These actions include the implementation of annual DEI awareness programmes, continuous training for employees, and the promotion of an inclusive environment across all areas of the organisation.
It should also be noted that, during this year, Fluidra was included in the IBEX Gender Equality Index.
In this regard, in 2025 we carried out the following initiatives:
General Actions
- At a global level, we reached a total of 3,542 hours of DEI training, in addition to 1,249 hours of training on the prevention of harassment, intimidation, or discrimination.
- In line with these efforts, it is worth highlighting the training on Respect in the Workplace delivered in Australia, as well as the training rolled out in Spain, Portugal and France.
- During 2025, training on our Code of Ethics was launched, together with country-specific training on Respect in the Workplace, implemented in countries such as Australia, Spain, Portugal and France.
Gender
> Fluidra joins the IBEX Gender Equality Index.
- Coinciding with the week of International Women's Day (8 March), activities were carried out to help raise awareness of gender equality. For example, at our headquarters in Sant Cugat del Vallès (Spain), we organised a lunch chaired by our CPTO, during which employees had the opportunity to discuss the challenges faced by women in the workplace, in relation to the 2025 theme: "Accelerate Action". In other countries, similar events were held and led by senior executives, such as in Australia, where a leadership roundtable was organised. These activities were supported by an internal awareness campaign, which included interviews with leaders across the Company on the importance of supporting gender equality in the workplace.
- In addition, in 2025 Fluidra reaffirmed its commitment to diversity, equity and inclusion by participating for the fourth consecutive year in the Empowering Women's Talent initiative promoted by Equipos y Talento. The main initiative continues to be the cross-company mentoring programme, in which 50 people from Fluidra have participated to date, including 19 mentors (women and men) and 19 mentees (women). In addition, in-person workshops were organised in Barcelona on strategic negotiation, public speaking and impactful presentations, personal branding, communication with positive impact, inspirational leadership and feedback culture, as well as empowerment and professional development. Online workshops were also delivered on neuroscience applied to wellbeing, empowerment in English, and strategies to build personal power as professionals. These actions reinforce our commitment to diversity, equity and inclusion by providing tools for personal and professional growth and fostering a more diverse and inclusive environment.
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Sexual orientation and gender identity
- In 2025, we strengthened our commitment to diversity and inclusion by consolidating our membership of the LGBTIQ+ Business Network for Diversity and Inclusion (REDI). As part of this collaboration, REDI delivered specific training to the negotiating committee established for the adoption of the LGBTIQ+ Measures Plan agreement.
- In Spain, the LGBTIQ+ Measures Plan has been implemented in accordance with Royal Decree 1026/2024, which sets out measures to ensure equality and non-discrimination of LGBTIQ+ people in companies, in compliance with Law 4/2023 of 28 February on the real and effective equality of transgender people and the guarantee of the rights of LGBTIQ+ people, applicable to all companies with more than 50 employees in Spain. This plan includes, among other actions, mandatory LGBTI awareness training, available to the entire workforce through the internal MyJourney platform and other channels adapted to specific environments, such as production plants. In addition, the Fluidra GO and Fluidra SHINE programmes include specific modules on diversity and inclusion, and DEI content has been incorporated into global leadership and development programmes.
People with disabilities
- Coinciding with the International Day of Persons with Disabilities, in December we reinforced our commitment to inclusion by organising a Diversity Gathering in Sant Cugat, where María Petit shared her inspiring story and the Adecco Foundation presented the Aflora Plan, aimed at raising awareness of resources and benefits for people with disabilities. A charity market was also held in collaboration with the Prodis Foundation, a non-profit social initiative organisation dedicated to supporting and promoting the comprehensive inclusion of adults with intellectual disabilities, mental health conditions and cerebral palsy.
Generations
- During 2025, we continued the work initiated in 2024 to identify Emerging Talent through our Talent Review process. In addition, we launched our talent acceleration programme, "Fluidra SHINE", designed to support and accelerate the development of emerging talent within Fluidra. The mentoring received by participants in the Fluidra SHINE programme (mentees) from participants in the Fluidra GO programme (mentors) helps to reinforce a truly cross-functional vision within the organisation. This relationship not only connects functions and regions, but also promotes generational diversity, as mentors typically hold more senior positions than mentees. This approach enhances two-way learning, knowledge transfer and the creation of strong networks, reinforcing our commitment to talent development and inclusive collaboration.
With regard to the amount allocated to these actions, both in terms of OpEx and CapEx, it is not material or significant for Fluidra's financial statements.
METRICS AND TARGETS
ESRS Requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
As will be observed later, one of the Company's main challenges in DEI is increasing female representation in positions of greater responsibility.
For this reason, in recent years, we have set various targets aimed at increasing the number of women identified as successors, initially for the Executive Committee and its direct reports (MAC and MAC-1) and, since 2023, for the Company's key positions. The setting and monitoring of these targets are the responsibility of both the Executive Committee (MAC) and the Appointments and Compensation Committee of the Board of Directors.
According to the current target, the percentage of female successors identified for key positions during the Talent Review process should be at least equal to the percentage of women in the global workforce at the end of the previous financial year.
> For more information on the Talent Review process, please refer to the section "Taking action on material impacts, risks and opportunities related to own workforce" in the "Talent and development" chapter.
In total, in 2025 we identified 74 key positions, representing a 35% increase compared to 2024. For these positions, 109 successors were designated, of whom 34% are women (a 28% increase compared to 2024), thereby exceeding the target set for the year.
Looking ahead to 2026, the target established for the percentage of identified female successors in key positions is set at a minimum of 35%, in line with women's representation within the total workforce as at the end of 2025.
In addition, the new Diversity, Equity and Inclusion strategy establishes a medium-term target, currently in draft form and pending approval by the Board of Directors, to increase diversity at MAC-1 level from 25% to 30% by 2028. The main drivers to support the achievement of this target include the implementation of structured mentoring programmes, the integration of diversity criteria into recruitment shortlists and the strengthening of succession planning processes. Progress against this target will be monitored over the 2026–2028 period.
Diversity metrics
ESRS S1-9; ESRS 2 MDR-M
At the end of 2025, Fluidra's senior management comprised ten men (83%) and two women (17%), the same as in 2024.
It is important to note that Fluidra's senior management includes all members of the Executive Committee (MAC), including its Executive Chairman, as well as the Global Director
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of Internal Audit, Internal Control, and the Group Compliance Officer, who, due to independence requirements, reports directly to the Chair of the Audit and Sustainability Committee.
All these positions fall under the "Executives" category in the workforce at year-end.
For further details, please refer to the section "Distribution of employees by professional category and gender" in this chapter.
On the other hand, at the end of the financial year, the distribution of employees by age group remained practically unchanged compared to the previous year. The 30 to 50 age segment continues to be the most representative, accounting for 60% of the total workforce.
DIVERSITY BY AGE GROUP
| 2025 | 2024 | |
|---|---|---|
| Under 30 years old | 904 | 934 |
| Between 30 and 50 years old | 4,023 | 4,001 |
| Over 50 years old | 1,826 | 1,719 |
| Total | 6,753 | 6,654 |
Persons with disabilities
ESRS S1-12; ESRS 2 MDR-M
Below are the global percentages of employees with disabilities at Fluidra, while the next section, "Information from Law 11/2018" includes tables detailing the number of employees with disabilities by country.
As of the end of the 2025, financial year, employees with disabilities represented 0.8% of Fluidra's workforce, reflecting a slight increase compared to the previous year (0.7%).
As reflected in the tables in the following section, "Information under Law 11/2018", the largest increase was recorded in Spain, where the number of employees with disabilities grew by 16%. In the other countries, in general terms, it is important to note that the number of employees with disabilities remained stable.
It is important to note that this data may be partially or entirely biased, as in some countries where Fluidra operates, collecting information on employees' disability status is not permitted.
Information requested by Law 11/2018
PERSONS WITH DISABILITIES
| Country | 2025 | ||||
|---|---|---|---|---|---|
| Men | Women | Others | Not reported | Total | |
| Germany | 1 | 0 | 0 | 0 | 1 |
| Australia | 1 | 0 | 0 | 0 | 1 |
| Austria | 0 | 1 | 0 | 0 | 1 |
| Brazil | 2 | 0 | 0 | 0 | 2 |
| China | 1 | 1 | 0 | 0 | 2 |
| Spain | 27 | 9 | 0 | 0 | 36 |
| France | 4 | 1 | 0 | 0 | 5 |
| Italy | 2 | 2 | 0 | 0 | 4 |
| Mexico | 1 | 0 | 0 | 0 | 1 |
| South Africa | 1 | 0 | 0 | 0 | 1 |
| Total | 40 | 14 | 0 | 0 | 54 |
| Country | 2024 | ||||
| --- | --- | --- | --- | --- | --- |
| Men | Women | Others | Not reported | Total | |
| Germany | 1 | 0 | 0 | 0 | 1 |
| Australia | 1 | 0 | 0 | 0 | 1 |
| Austria | 0 | 1 | 0 | 0 | 1 |
| Brazil | 2 | 0 | 0 | 0 | 2 |
| Bulgaria | 1 | 0 | 0 | 0 | 1 |
| China | 0 | 1 | 0 | 0 | 1 |
| Spain | 22 | 9 | 0 | 0 | 31 |
| France | 4 | 1 | 0 | 0 | 5 |
| Italy | 2 | 2 | 0 | 0 | 4 |
| Mexico | 1 | 0 | 0 | 0 | 1 |
| South Africa | 1 | 0 | 0 | 0 | 1 |
| Total | 35 | 14 | 0 | 0 | 49 |
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Distribution of employees by professional category and gender
At the end of 2025, the representation of women in our workforce has remained generally stable compared to the previous year, reaching 35% of the total employees.
As reflected in the data tables, the highest female representation within the Group's workforce is in the 'Administration and support' professional category, where women account for 58% of the total. This is followed by the "Technicians" and "Production" categories, with female representation of 33% and 30%, respectively.
On the other hand, in the 'Management' and 'Executives' professional categories, the presence of women is lower than in other professional categories, at 27% and 10% respectively.
In this regard, Fluidra continues to work consistently to foster female talent under equal conditions within these professional categories, with the aim of increasing the presence of female successors in key positions.
For more information on this objective, please refer to the section "Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities" in this chapter.
| 2025 | Male | Female | Others | Not reported | Total |
|---|---|---|---|---|---|
| Executives | 52 | 6 | 0 | 0 | 58 |
| Management | 346 | 131 | 0 | 0 | 477 |
| Professionals | 702 | 281 | 0 | 0 | 983 |
| Technicians | 1,258 | 606 | 0 | 0 | 1,864 |
| Administration and support | 454 | 639 | 0 | 0 | 1,093 |
| Production | 1,593 | 685 | 0 | 0 | 2,278 |
| Total | 4,405 | 2,348 | 0 | 0 | 6,753 |
| 2024 | Male | Female | Others | Not reported | Total |
| --- | --- | --- | --- | --- | --- |
| Executives | 50 | 7 | 0 | 0 | 57 |
| Management | 281 | 90 | 0 | 0 | 371 |
| Professionals | 753 | 295 | 0 | 0 | 1,048 |
| Technicians | 1,319 | 611 | 0 | 0 | 1,930 |
| Administration and support | 430 | 644 | 0 | 0 | 1,074 |
| Production | 1,487 | 687 | 0 | 0 | 2,174 |
| Total | 4,320 | 2,334 | 0 | 0 | 6,654 |
Entity-specific disclosures
Nationality
ESRS 2 MDR-M
At Fluidra, we benefit from a high level of cultural diversity, with 79 nationalities represented across our workforce, compared to 69 nationalities in 2024. Meanwhile, the proportion of employees holding a nationality different from that of the country in which they work has remained broadly stable (7.3% in 2025, compared to 7.4% in 2024).
PERCENTAGE OF EMPLOYEES BY NATIONALITY AND COUNTRY OF EMPLOYMENT
| 2025 | 2024 | |
|---|---|---|
| Spanish | 31% | 29% |
| American (USA) | 16% | 17% |
| Chinese | 7% | 7% |
| South African | 6% | 7% |
| French | 6% | 7% |
| Others | 33% | 33% |
| Total | 100% | 100% |
| 2025 | 2024 | |
| --- | --- | --- |
| Same nationality as country of work | 92.7% | 92.6% |
| Different nationality from country of work | 7.3% | 7.4% |
| Total | 100% | 100% |
Representation of women at different organizational level
ESRS 2 MDR-M
In 2025, 2025, female representation across the different levels of the "Management" category remained unchanged compared to the previous year, with no variation recorded.
By type of activity, as at the end of the financial year, women held 22.3% of management and executive positions in revenue-generating functions, exceeding the annual target of 22%.
We are also committed to increasing the presence of women in STEM positions (those related to science, technology, and mathematics) to foster their inclusion in technical careers. As at the end of the 2025, e financial year, 19.1% of STEM positions at Fluidra were held by women (an 8% increase compared to 2024), exceeding the target of 15% set for the year.
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PERCENTAGE OF WOMEN IN MANAGEMENT POSITIONS
| 2025 | 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Male | % | Female | % | Total | % | Male | % | Female | % | Total | % | |
| Senior management | 79 | 84% | 15 | 16% | 94 | 20% | 85 | 84% | 16 | 16% | 101 | 27% |
| Middle management | 83 | 81% | 19 | 19% | 102 | 21% | 84 | 82% | 19 | 18% | 103 | 28% |
| Lower management | 184 | 65% | 97 | 35% | 281 | 59% | 112 | 67% | 55 | 33% | 167 | 45% |
| Total management | 346 | 73% | 131 | 27% | 477 | 100% | 281 | 76% | 90 | 24% | 371 | 100% |
Compensation and benefits
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The Board of Directors, through its Appointments and Compensation Committee (ACC), is responsible for overseeing material incidents, risks and opportunities related to the Remuneration Policy and Compensation Management of the Fluidra Group. The functions, responsibilities and principles of action of these bodies are defined in the Board of Directors' Regulations and further detailed in the Regulations of the Appointments and Compensation Committee.
At the operational level, the CEO and the Chief People and Transformation Officer (CPTO) are responsible for governance in this area. The CEO ensures the proper organization and staffing of the Company, managing operational risks and promoting solutions that support the Company's sustainability and growth. In parallel, the CPTO oversees the talent attraction and retention process, ensuring that compensation policies and benefits are competitive, sustainable and aligned with market expectations. As a result, various strategic matters are presented and reviewed annually before the Executive Committee (MAC) and the Appointments and Compensation Committee (ACC).
Within the ACC, key matters relating to corporate governance composition and functioning, as well as talent management within the Organization, are addressed. Topics reviewed annually include:
- Senior Management remuneration.
- AIP (Annual Incentive Plan) structure.
- Achievement of Senior Management objectives.
- Global Share Plan (ESPP).
- Gender pay gap.
All these matters are detailed in the Annual Report on the Activities of the Appointments and Compensation Committee.
The new Compensation Policy, to be published in 2026, will establish the responsibilities of each governing body regarding its implementation and the matters addressed therein.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
As a result of the materiality assessment, we have identified the following impacts, risks and opportunities.
With regard to impacts, two potential negative short-term impacts have been identified. The first relates to employees' rights to equality and non-discrimination as a result of unequal pay practices for work of equal value. The second concerns potential difficulties for own employees in accessing the resources necessary to meet their basic needs, as a consequence of wages that are not adequate or not aligned with the minimum wage applicable in each operating context.
In the case of the first impact, this may primarily arise in countries of operation with a high risk of discrimination (particularly against women) or where regulations prohibiting pay differences for work of equal value have not been established. The second impact could potentially materialize among own employees in the lower tiers of the Company (e.g., blue-collar workers), as these positions are not always qualified roles and typically fall within lower salary bands. As will be detailed below, Fluidra has set targets regarding the (adjusted) gender pay gap and periodically monitors that it remains within a +/- 3% range. With respect to adequate wages, the Human Resources Department verifies that salaries are above the statutory minimum wage defined in each region. As of 2024, and as a new measure, salaries are also reviewed to ensure they are above applicable benchmark indices in contexts where no statutory minimum wage is defined (e.g., Italy).
In addition, a long-term positive impact has been identified, linked to the improvement of employee well-being through the provision of competitive benefits. This approach is based on consideration of market best practices and is reflected in a set of additional benefits, such as health insurance, retirement plans and employee share purchase plans (ESPP).
Access the 2025 Appointments and Compensation Committee Activity Report here.
2025 Integrated Annual Report
Finally, an opportunity has been identified to attract and retain top talent in order to address the Company's strategic challenges, supported by initiatives aimed at strengthening Fluidra's reputation and employer brand, including its compensation policy.
With regard to risks and opportunities, no significant financial effects on the Company's financial position have been identified.
Compared to the 2023 double materiality assessment, the 2025 review has incorporated as material a positive impact associated with employee benefit initiatives, while the risk related to the voluntary departure of key personnel has not been considered material.
The impacts, risks and opportunities described above are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on compensation and benefits
ESRS S1--1; ESRS 2 MDR--P
In order to prevent the identified negative impacts, our Code of Ethics was updated in the previous financial year to expressly incorporate our commitment to providing fair remuneration to employees. This includes compliance with minimum wage regulations, overtime pay and benefits, ensuring that compensation enables employees to meet their basic needs and includes discretionary income, in accordance with local legislation and applicable collective bargaining agreements.
Furthermore, in our Code of Ethics, we reaffirm our commitment to equal pay, actively working to reduce gender gaps in pay and benefits and ensuring equitable compensation for work of equal value.
For further information on the objectives and scope of the Code of Ethics, please refer to the section “Cross-cutting policies on own workforce” in the introductory chapter of “ESRS S1. Own Workforce”.
At the beginning of 2026, the new Global Compensation Policy will be published, representing a significant step towards more equitable, transparent and values‐aligned management. It will establish a common framework for all the countries in which we operate, integrating objective criteria for defining the components of Total Compensation (Fixed, Variable and In‐kind remuneration) and salary ranges. In addition, it will strengthen the commitment to gender equality and non‐discrimination by incorporating principles such as pay gap analysis and concrete measures to ensure equity. The policy will also clearly define review, monitoring and communication processes, ensuring consistent, participatory implementation subject to continuous improvement.
The objective of this Policy will be to establish a compensation strategy aligned with the principles of internal equity, external competitiveness and financial sustainability, with the aim of attracting, motivating and retaining key talent for the Company. It will also define mechanisms to periodically assess the alignment of the Group's remuneration practices with these principles, identify potential gaps and, where necessary, implement appropriate corrective actions.
Through the new Global Compensation Policy, Fluidra's internal framework will be aligned with the requirements of Directive (EU) 2023/970 of the European Parliament and of the Council of 10 May 2023, which strengthens the principle of equal pay between men and women for work of equal value through transparency measures and enforcement mechanisms.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1--2
In line with the general engagement processes with own workforce described in the section "Processes for engaging with own workers and workers' representatives" in the introductory chapter of "ESRS S1. Own Workforce", Fluidra addresses matters related to employee remuneration and benefits with workers' representatives.
During the regular meetings held between the Company and employee representatives, any concerns regarding Fluidra's pay practices are discussed, as well as any actions planned for the financial year, including salary increases and bonus payments envisaged for each year (where applicable).
For more information, please refer to the section “Taking action on material impacts, risks and opportunities related to own workforce” within this chapter.
Finally, it should be noted that the new Global Compensation Policy will clearly and formally establish the procedure through which employees may request clarification on remuneration‐related matters, thereby ensuring transparency and access to information concerning their compensation.
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1--3
We do not have specific channels for reporting negative impacts related to remuneration and benefits beyond those already mentioned in the "Introduction" chapter of "ESRS S1. Own workforce".
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1--4; ESRS 2 MDR--A
During financial year 2025, the pension plan in Spain for 2026 was activated as an initiative aimed at supporting retirement planning. In addition, the new organizational structure and Job Levelling project ‐ or “global organizational levels at Fluidra” ‐ has begun to be developed and implemented. The primary objective of this project is to optimize the organization, ensure internal equity and strengthen the long‐term sustainability of the business. To this end, it is structured around four key pillars:
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1. Organizational Design
A detailed assessment of existing roles at Fluidra is being carried out, measuring their value and contribution to the Organization. This evaluation will enable an analysis of the coherence and efficiency of the current organizational design, ensuring that the structure is aligned with the Company's strategic and operational objectives.
2. Development
The project seeks to identify key roles that could affect Fluidra's viability and continuity. Based on this identification, succession planning priorities will be established. In addition, effective career paths will be designed, defining clear career trajectories ("from - to") for different positions. The minimum capabilities required for each role, as well as the expected performance criteria, will also be determined.
3. Compensation
Compensation and Benefits (C&B) policies will be defined to ensure internal equity and external competitiveness, without compromising the Organization's financial and economic capacity. These policies will be based on the value and contribution of each position, promoting a fair, transparent and recognition-oriented organizational culture. As a fundamental principle, discrimination on the grounds of sex, including intersectional discrimination, will be strictly prevented.
4. Regulatory Compliance
A job architecture map will be developed based on an analytical, factor-point methodology aligned with applicable legislation. This will ensure that the way in which job contribution levels are measured complies with relevant legal and regulatory standards.
Furthermore, since 2023, Fluidra has had in place an Employee Share Purchase Plan (ESPP), a voluntary program through which employees in Spain, the United States of America and Australia are offered the opportunity to acquire shares in Fluidra S.A. at a 15% discount on the purchase price. This plan was introduced following a request made by employees in the 2023 global employee satisfaction survey.
To participate, employees must have a minimum of six months' seniority within the Company. Participation rates vary significantly by country: in the United States and Spain, 24.4% and 24.1%, respectively, of employees earning more than 40,000 euros have opted to participate, whereas in Australia participation stands at 9.2%.
Globally, the workforce eligible to participate in the program in 2025 amounted to 2,956 employees (12% fewer than in 2024). Of these, 428 employees (14.5% of those eligible) have enrolled in the plan (compared to 11% in 2024).
Finally, it should be noted that no corrective actions have been required, as no material impacts have materialized. Likewise, no
specific interventions have been implemented with the aim of generating positive impacts, given that the working environment has remained under satisfactory conditions.
METRICS AND TARGETS
ESRS requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
Since 2021, we have conducted both qualitative and quantitative analyses of our remuneration practices with the objective of achieving an adjusted net gender pay gap⁴² by 2025.
The analysis is carried out at Group level, comparing pay differences between groups of employees in equivalent positions, taking into account factors such as role and responsibilities.
Although this target was already achieved in previous years, we continue to work on the continuous improvement of our Human Resources policies and processes (with particular focus on recruitment, hiring, promotion and talent development) in order to reduce any potential deviation and to continue meeting this objective in the coming years.
As a result of these initiatives, in 2025 the adjusted gender pay⁴³ gap by category stood at 0.3%, compared to 0.9% in 2024, remaining within the target range of ±3%.
GENDER PAY GAP
| Region | 2025 | 2024 |
|---|---|---|
| HQ | 1.0% | 0.3% |
| EMEA | 0.2% | 1.6% |
| AMER | 0.2% | (0.1)% |
| APAC | (2.7%) | (2.9)% |
| Total | 0.3% | 0.9% |
At present, we do not have any target in place regarding adequate wages, nor is its definition envisaged in the short term.
Adequate wages
ESRS S1-10; ESRS 2 MDR-M
As of the end of financial year 2025, all our employees received an adequate wage, in accordance with the applicable benchmark indices in each country where we operate.
For the assessment of wage adequacy, we followed the methodology established under the European Sustainability Reporting Standards (ESRS), taking into account the lowest wage
⁴² Fluidra defines a net adjusted pay gap as one that falls within the range of ±3%.
⁴³ The adjusted gender pay gap has been calculated individually for each country by normalizing the average salary of men against the average salary of women and weighting each country's relative contribution in order to obtain a final result at Group level. The calculation includes both fixed and variable remuneration. For the consolidated figures, a weighting has been applied based on each country's relative weight in the overall outcome.
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in each country and the relevant wage benchmark indices applicable in each operating context.
On the one hand, we used as a reference the lowest wage within the lowest remuneration category in each of Fluidra's countries of operation, excluding interns and apprentices. This calculation includes base salary together with any additional fixed payments guaranteed to all employees.
On the other hand, with regard to wage benchmark indices, in countries belonging to the European Economic Area (EEA), the calculation of adequate wages was determined based on the criteria set out in Directive (EU) 2022/2041 on adequate minimum wages in the European Union.
In countries where a statutory minimum wage exists, this was used as the reference (e.g., Spain). In cases where no statutory minimum wage is legally established, a benchmark value was applied that is not lower than the minimum wage in a neighboring country with a similar socioeconomic context or a commonly used international reference standard, such as 60% of the national median wage and 50% of the national average gross wage (e.g., Italy).
For operations outside the EEA, the calculation of adequate wages followed a hierarchy of criteria based on different reference levels. Firstly, legislation, official standards or collective bargaining agreements establishing a wage level necessary to ensure a decent standard of living were considered. In the absence of such instruments, the national or subnational minimum wage determined by legislation or collective bargaining was applied. Where none of these parameters was available, internationally recognized benchmarks were used, such as those provided by the Sustainable Trade Initiative (IDH) through its Living Wage Roadmap, the Anker methodology, the Wage Indicator Foundation or the Fair Wage Network.
For example, in China, where minimum wages vary by city and province, the reference values established in each of the cities where Fluidra operates were applied, thereby ensuring compliance with local regulations.
Compensation metrics (pay gap and total compensation)
ESRS S1-16; ESRS 2 MDR-M
UNADJUSTED PAY GAP44
In 2025, the gender pay gap at Fluidra stood at 18.0%, compared to 19.4% recorded in 2024.
However, it should be noted that the unadjusted gender pay gap does not directly compare the salaries of men and women in equivalent positions, but rather reflects the average/median difference in remuneration between both groups within the Organization. Therefore, it is not a definitive indicator of pay discrimination, but rather represents differences in remuneration arising solely from the distribution of the workforce (men and women) across the various determinants of Fluidra's remuneration practices.
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Total | 18.0% | 19.4% | 18.0% |
For the calculation of the unadjusted pay gap, the difference between the average gross remuneration of men and the average gross remuneration of women is taken into account, expressed as a percentage of the average gross remuneration45 of men.
The ratio of total annual remuneration is calculated by comparing the total remuneration of the highest-paid individual (Jaime Ramírez, CEO of Fluidra in 2025, and Bruce Brooks, CEO of Fluidra in 2024) with the median of the total annual remuneration of the remaining employees. For this calculation, both the annualised fixed salary and the annual variable remuneration and benefits are considered.
In 2025, the ratio between the remuneration of the highest-paid individual and the median of the rest of our workforce was 58.0, representing a 33% increase compared to 2024.
This variation is due to the fact that, until 2024, the ratio between the remuneration of the highest-paid individual and the median of the rest of the workforce only included base salary and corporate bonus. As a new development in 2025, the most significant benefits have been incorporated into the HRIS system for Spain, the USA, Australia, France, Germany and the United Kingdom. These benefits include: company car, life insurance, medical insurance and pension plan.
In addition, it should be noted that only 33.4% of employees at year-end were eligible for variable remuneration based on performance (3% more than in 2024).
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RATIO BETWEEN THE HIGHEST PAID INDIVIDUAL TO THE MEDIAN ANNUAL TOTAL REMUNERATION FOR ALL EMPLOYEES⁴⁶
| 2025 | 2024 | |
|---|---|---|
| Compensation of the highest-paid person | 1,969,860€ | 1,702,868€ |
| Median of the rest of the workforce | 33,990€ | 32,678€ |
| Ratio | 58.0 | 52,1 |
Information requested by Law 11/2018 Average employee remuneration
In 2025, the average remuneration of Fluidra's employees amounted to 44,847 euros, representing a decrease of (2%) compared to 2024.
This variation is mainly attributable to the impact of the USD exchange rate on populations with greater exposure to that currency.
AVERAGE REMUNERATION BY GENDER⁴⁷ AND PROFESSIONAL CATEGORY
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | |
| Executives | 355,481€ | 294,796€ | 349,203€ | 392,249€ | 279,800€ | 378,440€ |
| Management | 114,852€ | 83,871€ | 106,343€ | 138,580€ | 110,043€ | 131,657€ |
| Professionals | 71,930€ | 70,269€ | 71,455€ | 74,690€ | 70,528€ | 73,519€ |
| Technicians | 41,269€ | 37,831€ | 40,151€ | 39,746€ | 36,805€ | 38,814€ |
| Administration and support | 31,762€ | 30,075€ | 30,776€ | 31,166€ | 30,520€ | 30,779€ |
| Production | 23,603€ | 22,702€ | 23,332€ | 23,207€ | 22,577€ | 23,008€ |
| Total | 48,276€ | 38,414€ | 44,847€ | 49,877€ | 38,716€ | 45,958€ |
AVERAGE REMUNERATION BY AGE
| 2025 | 2024 | |
|---|---|---|
| Under 30 years old | 29,085€ | 28,943€ |
| Between 30 and 50 years old | 42,415€ | 42,144€ |
| Over 50 years old | 55,429€ | 58,177€ |
| Total | 44,847€ | 45,958€ |
On the other hand, the average remuneration of Senior Management decreased by (13%). This variation is mainly attributable to exchange rate movements, as well as changes in the composition of the management team.
It should be noted that the concept of Senior Management includes all members of the Executive Committee (MAC), as well as the Global Internal Audit & Compliance Director, who, for reasons of independence, reports directly to the Audit and Sustainability Committee of the Board of Directors.
Given that there are only two women in Senior Management, we have opted not to disclose this information by gender in order to ensure the protection of the personal data of the individuals concerned.
AVERAGE REMUNERATION OF SENIOR MANAGEMENT
| 2025 | 2024 | |
|---|---|---|
| Average remuneration of Senior Management | 558,191€ | 642,060€ |
In addition, as of year-end, all members of the Executive Committee (MAC), with the exception of the CEO and two other MAC members, held Company shares in direct ownership (including the Executive Chairman).
On average, the value of these shareholdings is equivalent to 6.08 times the base salary of the MAC members holding shares. Overall, as of year-end, they held 0.35% of the Group's total shares.
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Talent and development
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
At Fluidra, the functions and responsibilities related to training, professional development and talent management are overseen by the Executive Committee (MAC) and the Appointments and Compensation Committee (ACC), which are informed through the Chief People and Transformation Officer (CPTO).
During the 2025, financial year, both bodies were informed of the following matters as part of the monitoring of the actions set out in the Human Resources Strategy:
- The Company's new leadership model, under which the members of the Executive Committee (MAC) began to be assessed in 2024 and, during 2025, the assessment of the remaining key positions continued.
- The results of the Talent Review, which includes assessments of employees' potential and their succession plans.
- Development programmes defined for each organisational level and region.
- Average number of training hours.
> For further information, please refer to the introductory chapter of "ESRS S1. Own Workforce".
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
Within the materiality assessment, we have identified three impacts, one risk and one opportunity of material importance, covered by the requirements of the European Sustainability Reporting Standards (ESRS).
With regard to impacts, we consider that through our new Talent strategy we contribute to the development of employees' capabilities and, therefore, also to improving the employability of the local community. In addition, we also contribute to labour inclusion through specialised training for young people. However, we have also identified a negative impact arising from certain barriers (linguistic, digital and cultural) that currently exist in employees' access to training courses and development plans, mainly affecting those employees who do not speak any of Fluidra's three official languages (Spanish, English and/or French). In this regard, it should be noted that the Pulse Survey was made available in 29 different languages in order to facilitate understanding and to capture the views of the largest possible number of employees.
On the other hand, we have identified a risk for the Company associated with the loss of key talent and the continuity of activities following the departure of employees holding leadership positions or extensive knowledge within a department, as a result of the absence or inadequate definition of succession plans.
Lastly, we have identified a material opportunity associated with the generation of a competitive advantage through more effective professional development, thanks to the identification of high-potential employees.
With regard to risks and opportunities, no significant current effects on the Company's financial position have been identified.
In the 2023 double materiality assessment, a potential long-term impact associated with job rotation arising from the digitalisation and sustainability strategy was identified as material. In the 2025 review, this impact, as well as the risk related to competition for talent and the opportunity linked to talent attraction, were not considered material, in line with the evolution of the Group's recruitment policies.
As mentioned above, talent management constitutes one of the fundamental pillars of Fluidra's Human Resources Strategy. In this regard, throughout this chapter we will present the actions carried out by the Company in order to prevent and/or mitigate risks and negative impacts, and to enhance opportunities and positive impacts for the Company and its own workforce.

2025 Integrated Annual Report
Impact, Risk and Opportunity Management
Policies related to own workforce on talent and development
Abstract
We reaffirm our commitment to talent and development, as reflected in the Code of Ethics, which ensures access to training and development opportunities for all employees.
For further details on the objectives and scope of the Code of Ethics, please refer to the section "Cross-cutting policies relating to own workforce" in the introductory chapter of "ESRS S1. Own workforce".
Currently, we do not have a specific global policy on training and development. The management of these matters is carried out at local level, with each subsidiary being responsible for establishing specific procedures and guidelines based on local needs.
This decentralised structure allows for greater adaptability and alignment with the specific requirements of each region, ensuring that training programmes are relevant and effective for employees in each area.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
We do not have specific collaboration mechanisms with our own workforce and worker representatives, beyond those outlined in the section "Processes for engaging with own workers and workers' representatives" in the introductory chapter of "ESRS S1. Own workforce".
In this regard, as in other chapters, the workforce's perception of Fluidra's management and its different dimensions was assessed in the most recent Pulse Survey, in which 64% of respondents consider that the transformation process at Fluidra will offer them opportunities for personal growth.
In addition, each year, the white-collar workforce (excluding factory staff) has the opportunity to design their own individual development plan, known as MyPlan, in collaboration with their line manager and with the support of the Human Resources team. This plan is developed based on the needs identified during the talent cycle and the Conscious Me self-assessment.
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
We do not have specific processes and channels for our own workforce to express concerns, beyond those outlined in the "Introduction" chapter of "ESRS S1. Own workforce".
Additionally, we have an Ethics Channel, which allows for the anonymous reporting of workplace impacts. The operation of this channel is detailed in the "Ethics and compliance" chapter of "ESRS G1. Business Conduct".
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
Below are the initiatives that Fluidra carries out on a regular basis in the area of talent and development. These initiatives are dynamically adapted to the Company's strategic needs, aligning with its evolution and organisational objectives.
We have a comprehensive talent management strategy within the framework of our Human Resources Strategy, which encompasses both continuous training and the development of opportunities at all levels. In this context, we ensure professional growth and the alignment of employees' capabilities with business needs.
It should also be noted that, in 2025, Fluidra North America was recognised by Built In as one of the Best Places to Work for the third consecutive year. In addition, the Company received the Best Company for All Talent25 award, further consolidating its commitment to talent and the wellbeing of its teams.
Recruitment and onboarding programme
In terms of talent attraction and retention, we have optimised our recruitment platforms and unified regional pages to provide a common recruitment tool, using LinkedIn, Glassdoor and Indeed, among others, to attract high-quality talent. In addition, we conduct exit interviews to identify the reasons for employee turnover and to improve the Employee Value Proposition, thereby strengthening the relationship with our workforce from day one. In 2025, significant internal work was carried out to improve the harmonisation of recruitment and onboarding processes, with a view to standardising the candidate/employee experience, prior to the launch of the new ERP, PeopleConnect.
We also have an onboarding programme designed to support new hires during their first months at the Company, facilitating their integration and ensuring the transmission of corporate values. This programme includes awareness-raising actions, training and development necessary for the proper performance of their duties in the new working environment.
Following the signing of the employment contract, it is mandatory for new hires to complete various training sessions during their first days, covering fundamental aspects such as corporate values, the principles of the Code of Ethics, data protection, occupational risk prevention, as well as introductory training on sustainability and cybersecurity. In addition, each business area has the possibility of delivering further role‐specific training according to position requirements.
Continuous learning and on‐the‐job training are the responsibility of each area, which must ensure the proper integration and adaptation of new employees beyond the onboarding programme. To reinforce this process, local Human Resources teams carry out individual follow‐up with each new hire in order to assess the most valued aspects and identify potential improvements in the integration process.
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Likewise, new hires have the opportunity to participate in an informal session with the Chairman or the CEO of Fluidra, where they receive an official welcome and a presentation of the Company's main figures and strategic aspects. In this regard, in 2025, eight such sessions were held, with the participation of 99 people (94 in 2024).
During 2025, the Fluidra Deep Dive project was launched, winner of the Fluidra Innovation Booster award, with the aim of helping employees to better understand Fluidra's structure, culture and operations at a global level.
This project forms part of an intelligent and scalable onboarding and training programme, based on audiovisual content generated using artificial intelligence. It is designed to promote inclusion, clarity and engagement across all regions in which the Company operates.
Digital avatars of the heads of each area are currently being developed. These avatars will feature in the videos presenting the different entities and areas of Fluidra. For example, a global presentation delivered by the Chairman, or an explanation of technology at Fluidra presented by the CIO.
The key value of using avatars lies in the flexibility to update information: any change can be easily implemented by modifying the text spoken by the avatars. This ensures that presentations are always up to date, both for new hires and for communicating organisational or strategic changes quickly and effectively.
In summary, Fluidra Deep Dive will enable employees to access clear, dynamic and permanently updated training, fostering integration, understanding and engagement with the Company.

BASIC TRAININGS

ON-THE-JOB LEARNING

WELCOME COFFEE CHAT WITH THE CHAIRMAN AND THE CEO
Talent cycle management
Fluidra's talent cycle is designed to provide continuous feedback to the Group's employees. This approach integrates performance management with talent management, fostering comprehensive development. Each year, we conduct various training sessions aimed at both managers and their teams, with the objective of guiding them throughout this process.
This cycle is structured into four main phases, which are detailed below:

One2One
One2One meetings provide employees with the opportunity to engage in individual dialogue with their managers regarding their performance and professional expectations. This initiative strengthens team relationships and supports personal and professional development.
Between January and March, we carry out the annual performance appraisal (One2One), in which both the achievement of objectives and the manner in which they were achieved are assessed. This process is aimed at employees on permanent and temporary contracts (excluding those on long-term leave) who were hired before 1 July of the previous year.
The appraisal is based 50% on objectives and 50% on the demonstration of the Company's values. For those employees without individual objectives, the assessment is based 100% on values. In addition, during this appraisal, the individual development plan is reviewed, professional aspirations are discussed, as well as geographical availability and other growth opportunities within Fluidra, thereby ensuring a process aligned with the ongoing development and evolution of talent within the organisation.
The process is designed to integrate employees' perspectives into the Company's strategic planning, enabling a more inclusive approach that is better adapted to employees needs.
Currently, we are making progress in the harmonisation of the annual performance appraisal at a global level, with the aim of adapting it to the different languages of the countries in which we operate and facilitating its integration within newly acquired divisions.
For further information on the employees who have participated in the annual performance appraisal process, please refer to the section "Regular performance and professional development reviews" within this chapter.
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SELF-ASSESSMENT
The individual assesses their own achievement of values and objectives.

MANAGER ASSESSMENT
The manager carries out the same assessment, which is taken into account in the annual compensation review.

PERSONAL INTERVIEW
A discussion of the final results, providing constructive feedback and guidance for the future.
Definition of objectives
The setting of objectives constitutes an essential process at Fluidra to ensure that each employee's individual performance is aligned with the Organisation's strategic objectives. To this end, individual and financial objectives are defined, the achievement of which is linked to the payment of the variable bonus in the following financial year.
To facilitate the definition of targets and objectives, we have integrated the SMART methodology. This approach ensures that objectives are specific (S), enabling the objective assessment of results; measurable (M); achievable or ambitious (A), while remaining realistic (R); and time-bound (T), with specific deadlines to assess their level of achievement.

In 2025, $49\%$ of the total workforce at year-end (52% of the eligible workforce) set individual objectives, the level of achievement of which will be assessed during the One2One sessions at the beginning of 2026. Individuals performing specific roles in areas such as manufacturing and administration, among other functions, are excluded from this process, depending on their professional category.
Talent Review
The Talent Review is the most strategic process in talent management at Fluidra. During this exercise, managers are asked to assess the growth potential of each member of their team with at least six months' seniority, considering three key criteria: aspiration, learning agility and commitment to Fluidra.
In addition to talent assessment, the Talent Review includes the design of the succession plan, the purpose of which is to ensure the sustainability of the Organisation. This plan ensures that we have the necessary talent to address present and future challenges, in line with our ongoing evolution and growth.
Within the framework of the potential assessment, we also analyse the risk of talent loss within the Organisation and its potential impact. This information makes it possible to identify the need to implement specific retention actions in cases where a high level of risk or impact is identified.
As part of the process, each manager nominates between one and three successors for each member of their team, as well as for their own position. In 2024, a new element was introduced
to reinforce this strategic approach: the identification of key positions within the Company, incorporating the concept of an emergency replacement. For each nominated successor, the required preparation time is established and, based on this, the key areas to be developed are defined within their individual development plan (MyPlan).
In 2025, a total of 541 managers assessed their teams, reviewing the potential of 2,389 individuals, representing $69\%$ of the eligible workforce[48] (17% more than in the previous year). As a result of this process, 1,442 unique internal successors (including emergency back-ups) were identified, for whom individual development plans will be designed, focused on their growth and preparation to assume new responsibilities.
During this financial year, we have continued to prioritise emergency back-ups in order to distinguish them from actual successors and emerging talent. This differentiation allows us to identify profiles capable of temporarily assuming positions intended for potential successors, thereby contributing to the strengthening of the talent pipeline and ensuring more structured succession planning for key roles within the Organisation.
Furthermore, this year we have focused on deepening discussions with area leaders regarding the potential of their teams, identifying those areas where internal talent is not available and where it is necessary to recruit externally. These exercises enable us to anticipate and prepare for future organisational needs, ensuring leadership continuity and effective talent management in key positions.
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Accordingly, over the last 18 months, of the 74 key positions, 36% have been filled through internal promotion and 12% through external recruitment. Key positions filled externally include: CEO, COO, CIO, Global Digital Marketing and Customer Experience, Chief Transformation Officer, EMEA Logistics and Supply Chain, NAM Consumer, SE + ANZ eCommerce & Digital Marketing, Pricing Europe, Global Procurement Lead and APP Global Lead, while other positions requiring critical capabilities to deliver the defined strategic initiatives remain to be filled.
Follow-up meetings
In line with the One2One process, at Fluidra we increasingly encourage ongoing conversations between employees and their direct managers. These regular interactions allow us to provide continuous feedback on performance and professional development throughout the year. In 2023, we expanded the use of the check-in, a follow-up meeting that had previously been implemented in Australia and New Zealand, establishing it as a formal space where managers and employees can jointly review progress on both individual objectives and professional development goals.
Training and development
Development programmes
A negative impact we have identified in this area is the unequal access to training opportunities, which may result from factors such as professional category, geographical location, or even a local organisational culture that does not prioritise training. In response, we are adopting tools such as artificial intelligence to improve online training options in multiple languages, benefiting a larger number of employees. Additionally, the recent standardisation of corporate email accounts and the adoption of Okta will facilitate access to training for employees who previously lacked adequate digital tools.
As explained in the "Diversity, Equity, and Inclusion" chapter, Fluidra Fluidra has consolidated its participation in the Empowering Women programme by Equipos y Talento. This collaboration includes a cross-mentoring programme, in which Fluidra actively participates both as mentor and mentee, contributing to professional development and equal opportunities within the Organisation. In addition, some participants had the opportunity to attend the Leadership Day in Madrid, where they were able to learn from other companies about best practices for creating more diverse and inclusive working environments. This initiative aligns with Fluidra's comprehensive strategy to foster a collaborative and diverse workplace, promoting the inclusion of women and the development of talent at all organisational levels.
Within our Human Resources Strategy, upskilling programmes associated with the migration to the O365 platform were implemented, providing training to all employees. As a result of this initiative, the entire workforce now operates in a 100% O365 environment, which has enhanced collaboration and efficiency in digital processes.
As a new development, with the incorporation of the new AI Lead, the launch of a specific training plan is envisaged to optimise the use of artificial intelligence technologies within the organisation. This plan will be tailored to the needs of different groups and will act as an accelerator of our digital transformation, boosting productivity and innovation across all areas.
During 2025, we continued to implement measures focused on reskilling and upskilling, with particular emphasis on key areas such as organisational agility, digital transformation, artificial intelligence (AI) and new working environments.
At local level, individual coaching support programmes were made available based on specific individual needs, whether identified through the Talent Review or through day-to-day management with the direct line manager.
Leadership Programmes
Global initiatives
In 2024, we launched the Leadership Model, comprising 15 key competencies, which have been structured into three different development programmes.
On the one hand, we identified key positions within the organisation (referred to as Key Positions), within the Executive Committee and its direct reports (MAC and MAC-1 categories). The individuals holding these positions underwent an assessment process based on the competencies of the leadership model, with the aim of identifying priority areas for development. All key positions assessed under this model will be offered the opportunity to participate in development programmes aligned with these competencies, depending on their organisational level and specific needs. In addition, in 2026, personalised follow-up will be provided, which may include individual coaching sessions, in order to support and enhance each professional's development more effectively.
To ensure the effectiveness of the programme, we have established a monitoring system that allows us to assess participants' level of readiness to assume new responsibilities within the Organisation. We analyse individual progress in relation to key competencies, as well as the applicability of the learning acquired in their day-to-day performance. In addition, we monitor the number of key positions within the Company that have a clearly identified and robust succession plan, ensuring that the Company has a talent pipeline prepared to step into strategic roles.
On the other hand, we have designed specific development programmes for high-potential individuals, both for those at senior level who may be nominated as successors for key positions, and for employees at earlier stages of their careers, who are offered a global view of the Company and the development of key skills, thereby contributing to strengthening the succession pipeline.
It should be noted that, in 2025, the third edition of the Fluidra GO programme was launched, with the Talent Boost Week held in Barcelona in February, marking the start of a two-year journey. This edition included 19 participants from various locations such as the United States, Spain, France, Canada and
2025 Integrated Annual Report
Australia, bringing the total number of participants across previous and current editions to 53. During the week, participants addressed key topics such as leadership, strategic thinking, change management in transformation processes and business agility, working on the three fundamental pillars of our strategy and reinforcing our corporate purpose. The programme also includes training in coaching skills, as participants have also taken on the role of mentors for our Emerging Talents. The week was opened with a session led by Sandra Silva, CPTO, and featured the participation of members of the MAC and of Eloi Planes, who shared advice on professional and personal leadership to face the challenge of doubling the Company.
In addition to this launch, the Leadership Sprint and the Digital Transformation Sprint were completed in 2025, strengthening capabilities to lead in environments of change and digital transformation. In parallel, participants continued to develop their skills as coaches and mentors, not only for their natural teams, but also for individuals participating in the first launch of the Fluidra SHINE programme, aimed at Emerging Talents, who were assigned to them as mentees. This programme, which brought together 32 emerging talents from different regions (the United States, Spain, France, Austria, Malaysia, Italy and Australia), began with the Together SHINE Week in Barcelona in September, an immersive experience focused on connection, learning and leadership development. During the week, participants deepened their understanding of our HR and Transformation strategy with the CPTO, took part in sessions with Fluidra leaders, including a meeting with the CEO and a dinner with the Executive Chairman, visited production plants and worked with coaches to prepare their development journey. This initiative, together with the cross‐mentoring between Fluidra GO and Fluidra SHINE, reinforces the Company's transversal vision, connecting functions, regions and generations, and fostering knowledge transfer and diversity of perspectives.
To date, 66% of Fluidra GO participants have already experienced a change in their position, role and/or responsibilities within the Organisation, 15% have experienced two changes in their role, and 34% of participants are now at MAC‐1 level, demonstrating the effectiveness of the programme in promoting internal talent since its first launch in 2021.
Regional initiatives
Each of the Group's regions has continued to develop additional leadership programmes tailored to their respective contexts and specific needs, in order to further strengthen the capabilities set out in the Global Leadership Model.
In 2025, regional programmes aligned with the global Leadership CapAgilities model were promoted. This model is designed to develop the 15 competencies of the Growth Mindset Leadership Model and has been implemented locally to strengthen three key areas: leading self, leading others and leading the business. Leading Self: This stream focuses on competencies such as collaboration, interpersonal skills, networking, customer orientation and courage. In 2025, it involved 105 participants across the HQ, NAM and ANZ regions, achieving a high level of satisfaction. It is primarily aimed at Individual Contributors, Team Supervisors and Managers. Leading Others: This stream is oriented towards the development of strategic thinking, process optimisation, accountability, high‐performance team management and results orientation. In 2025, it involved 121 participants across the NAM, HQ, EMEA and ANZ regions, with an average satisfaction score of 4.7 out of 5. It targets Managers and Senior Experts. Leading the Business: This stream focuses on competencies such as global perspective, vision and purpose, effective communication, complexity management and innovation. It will be launched in 2026 and is designed for Executives and MAC Executives.
Overall, more than 250 participants began their training in 2025, and it is projected that 476 employees will be reached during 2026.
In addition, as part of the development initiatives carried out across the different regions, programmes have been implemented to support employees at key stages of their professional lives, particularly in preparation for retirement and in financial education.
In EMEA, a progressive retirement scheme has been implemented, allowing employees to combine a full pension with a gradual reduction in salary and working hours (100% pension, 90% salary, 80% working hours), offering financial stability and flexibility in the final stage of their careers.
In France, information sessions have been organised for employees over the age of 53, in collaboration with the pension fund. These sessions, both in‐person and virtual, address topics such as legal retirement age, contributions, early retirement due to long careers or disability, and progressive retirement options, helping employees to plan their transition in an informed and orderly manner.
In North America, financial education and retirement planning programmes have been developed. Webinars are offered on investment strategies, 401(k) plan management, differences between HSA and FSA, insurance and benefits. In addition, employees have access to one‐to‐one sessions with financial advisors to resolve questions related to savings, insurance and retirement preparation. These actions are complemented by education programmes on Medicare and benefits during the open enrolment period.
In Mexico, we offer specialised advisory services for employees approaching retirement, helping them to understand their options and make informed decisions regarding their transition.
All these measures are available to both full‐time and part‐time employees.
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METRICS AND TARGETS
ESRS requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
In line with our commitment to workforce development, the Human Resources Department has set the objective of maintaining a minimum of 20 training hours per employee on a sustained basis over time. This target applies to all Fluidra employees, regardless of their location, ensuring its implementation at a global level.
This decision responds to the need to ensure that the training provided is relevant and high-impact, aligned with the Organisation's strategic objectives and employees' professional development.
To ensure compliance with this objective, a performance monitoring system has been implemented, comparing data with the 2022 and 2023 financial years through tools such as Power BI, enabling the identification and correction of potential deviations in training planning.
Training and skills development
ESRS S1-13; ESRS MDR-M
In 2025, we delivered a total of 149,763 training hours, ensuring access to development opportunities for 99% training hours, ensuring access to development opportunities for 29% compared to the previous year. As a result, the average number of training hours per employee was maintained at 22 hours, in line with the 2024 financial year and exceeding the target of 20 hours set for the year.
Training programmes
AVERAGE TRAINING HOURS DELIVERED
| 2025 | Male | Female | Others | Not reported | Total |
|---|---|---|---|---|---|
| Executives | 60 | 24 | 0 | 0 | 55 |
| Management | 27 | 41 | 0 | 0 | 30 |
| Professionals | 25 | 28 | 0 | 0 | 25 |
| Technicians | 25 | 27 | 0 | 0 | 26 |
| Administration and support | 23 | 23 | 0 | 0 | 23 |
| Production | 16 | 14 | 0 | 0 | 15 |
| Total | 22 | 23 | 0 | 0 | 22 |
| 2024 | Male | Female | Others | Not reported | Total |
| --- | --- | --- | --- | --- | --- |
| Executives | 28 | 69 | 0 | 0 | 34 |
| Management | 28 | 33 | 0 | 0 | 29 |
| Professionals | 27 | 35 | 0 | 0 | 29 |
| Technicians | 27 | 32 | 46 | 0 | 29 |
| Administration and support | 18 | 19 | 0 | 0 | 19 |
| Production | 14 | 15 | 0 | 0 | 14 |
| Total | 22 | 24 | 46 | 0 | 22 |
INVESTMENT IN TRAINING
| 2025 | 2024 | Variation | |
|---|---|---|---|
| Total Hours | 149,763 | 150,325 | (0.8%) |
| % of the workforce that has undergone training | 99% | 99% | (0.2%) |
| Investment (€) | 1,937,737€ | 1,498,000€ | 29.4% |
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TOTAL TRAINING HOURS BY SUBJECT
| Training hours by topic | 2025 | 2024 |
|---|---|---|
| Diversity, Equity, and Inclusion | 3,542 | 602 |
| Human Rights | 0 | 406 |
| Environmental issues | 117 | 243 |
| Leadership | 7,017 | 6,063 |
| Compliance | 6,737 | 7,207 |
| Code of Ethics | 3,082 | 509 |
| Cybersecurity | 2,523 | 3,797 |
| Health and Safety | 13,401 | 12,254 |
| Others | 113,344 | 119,244 |
| Total | 149,763 | 150,325 |
Regular performance and professional development evaluations
One2One
In 2025, a total of 3,480 employees participated in the One2One process, representing an increase of 15% compared to 2024. This means that 55% of the eligible workforce was assessed, reflecting a 10% increase compared to the previous year.
The number of employees eligible to participate in One2One increased by 4% and the proportion of the workforce eligible for One2One relative to the total workforce increased by 1%.
ELIGIBLE WORKFORCE AND COMPLETED EVALUATIONS
| 2025 | 2024 | |
|---|---|---|
| Total workforce^{49} | 6,654 | 6,409 |
| Workforce eligible for One2One | 6,278 | 6,011 |
| % of workforce eligible relative to the total | 94.3% | 93.8% |
| 2025 | ||
| --- | --- | --- |
| Male | Female | |
| Total evaluated in One2One | 2,267 | 1,213 |
| % relative to eligible workforce for One2One | 55.4% | 55.5% |
| % relative to total workforce | 52.5% | 52.0% |
| 2024 | ||
| --- | --- | --- |
| Male | Female | |
| Total evaluated in One2One | 1,988 | 1,042 |
| % relative to eligible workforce for One2One | 50.8% | 49.7% |
| % relative to total workforce | 47.5% | 46.9% |
Information requested by Law 11/2018
Employee training hours
In 2025, the total number of training hours delivered remained stable compared to the previous year, reflecting Fluidra's continued commitment to the professional development of its workforce. However, training directed at women decreased slightly by (4%) compared to 2024.
TRAINING HOURS BY GENDER AND PROFESSIONAL CATEGORY
| 2025 | Male | Female | Others | Not reported | Total |
|---|---|---|---|---|---|
| Executives | 3,081 | 190 | 0 | 0 | 3,271 |
| Management | 7,299 | 3,696 | 0 | 0 | 10,995 |
| Professionals | 18,305 | 8,037 | 0 | 0 | 26,342 |
| Technicians | 33,306 | 16,893 | 0 | 0 | 50,199 |
| Administration and support | 10,093 | 14,701 | 0 | 0 | 24,794 |
| Production | 24,442 | 9,720 | 0 | 0 | 34,162 |
| Total | 96,526 | 53,237 | 0 | 0 | 149,763 |
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| 2024 | Male | Female | Others | Not reported | Total |
|---|---|---|---|---|---|
| Executives | 1,444 | 550 | 0 | 0 | 1,994 |
| Management | 7,594 | 2,958 | 0 | 0 | 10,553 |
| Professionals | 20,089 | 10,122 | 0 | 0 | 30,211 |
| Technicians | 35,878 | 19,521 | 46 | 0 | 55,445 |
| Administration and support | 7,907 | 11,986 | 0 | 0 | 19,894 |
| Production | 21,707 | 10,522 | 0 | 0 | 32,229 |
| Total | 94,619 | 55,660 | 46 | 0 | 150,325 |
Health and safety
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The governance of Health and Safety matters is defined in the Health, Safety and Environment Policy and applies to all employees, including employees and non-employees staff. In accordance with this Policy, oversight of this matter lies with the Board of Directors. Furthermore, the Executive Committee (MAC) is responsible for monitoring the proper implementation of the Policy and for fostering a strong organisational culture in Health and Safety across all areas.
Subsequently, the Global Health and Safety Department is responsible for developing policies and procedures, overseeing their implementation, and defining and monitoring global objectives and action plans. As of 1 September 2025, the department reports hierarchically to the Chief People and Transformation Officer (CPTO), a member of the Executive Committee (MAC), to whom it reports at least fortnightly (or immediately in the event of a significant incident) on accident rates and the actions taken.
However, the Department continues to provide monthly information on accident rates of its own workforce to both the Chief Operations Officer (COO) and the directors of each of the regions, all of whom are members of the Executive Committee (MAC).
At regional level, the Health and Safety regional managers provide support to local companies, oversee key performance indicators (KPIs), consolidate and review data, and promote Health and Safety through communication campaigns. In each company, directors, managers and employees are responsible for ensuring compliance with these guidelines and for implementing the applicable regulations, both internal and legal.
We also have a multi-level oversight structure through the following committees, to address incidents, risks and opportunities:
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Operational Health and Safety Committee: composed of the heads of operations and manufacturing in each region. It meets quarterly to assess accident rates, propose corrective actions and select sites for formal audits.
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Compliance Coordinating Committee: the Global Health and Safety Director reports quarterly to the Committee on particularly serious cases, the progress of accident rate indicators and the overall objectives of the Health and Safety area. In the event of a significant incident, the Group's Audit Director and Compliance Officer is responsible for reporting it to the Audit and Sustainability Committee within the Board of Directors.
> For further information on this Committee, see the chapter "Ethics and compliance".
- Health and Safety Committees: present at 24 workplaces, they are composed on an equal basis of employee and company representatives. These committees are responsible for investigating any incidents that have occurred at local level and participate in the development of internal and external audits and inspections.
Additionally, the health and safety targets linked to the Sustainability Master Plan are presented by the Sustainability Department to the Audit and Sustainability Committee of the Board of Directors, as they form part of the objectives of the Group's Annual Incentive Plan.
> For further information, see the section "Annual Incentive Plan" of "ESRS 2. General Information".
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
Within the framework of the materiality assessment, we have identified the following material impacts, risks and opportunities related to our own workforce in the area of Health and Safety, which are connected to the activities that Fluidra carries out as part of its business model.
With regard to impacts, firstly we have identified a current negative impact of occupational accidents affecting our own workforce in the short term (both employees and non-employees) as a result of non-compliance with occupational risk prevention regulations by individuals present at the facilities, as well as the handling of hazardous substances. These impacts occur mainly at production and logistics centres, due to the inherent risks associated with the activities carried out at these sites. In order to reduce these impacts, self-assessments have been carried out at production centres, the Health and Safety
2025 Integrated Annual Report
Policy has been signed, and training sessions have been delivered.
For further details, see the section “adoption of measures related to impacts and risks” of this chapter.
We have also identified a potential negative impact related to the absence of prevention programmes in the area of Health and Safety, such as the lack of robust policies and protocols (including inadequate training, absence of emergency drills, deficient incident investigation or lack of prevention, mitigation and improvement plans).
On the other hand, we have identified two current positive impacts. One is related to the existence of Health and Safety Committees dedicated to the review and investigation of accidents, as well as to risk prevention at Fluidra's facilities and operations. Furthermore, these committees play a key role as a channel for employee feedback, enabling the proposal of solutions aligned with the needs of employees. The other is related to the implementation of wellbeing initiatives in the workplace, such as nutrition workshops, sports and yoga sessions, or physiotherapy services, among others, which contribute to improving the physical and mental health of our workforce, reducing stress and promoting healthy lifestyle habits.
For further details, see the section “adoption of measures related to impacts and risks” of this chapter.
With regard to risks, we have identified two material risks. The first is the risk of fires at our own facilities, as a result of potential non-compliance with occupational risk prevention regulations (for example, welding tasks), or in the event of the absence of adequate fire-fighting equipment.
Furthermore, linked to the impacts mentioned above, we have identified a risk of reputational damage, sanctions and/or disruption of the company's daily operations as a result of inadequate management and storage of flammable materials and products, together with the absence or insufficiency of fire prevention systems at the facilities, which significantly increase the risk of fires.
Finally, we have identified an opportunity related to the reduction of operating costs through Health and Safety programmes. The effective implementation of occupational Health and Safety programmes, together with the development of voluntary wellbeing initiatives, may significantly reduce costs associated with sick leave, absenteeism, temporary replacements and productivity losses. By preventing occupational accidents, occupational diseases and health issues linked to stress or unhealthy habits, the Company may maintain a healthier, more stable and motivated workforce, which translates into improved overall performance.
In the 2023 double materiality assessment, a material negative impact related to the mental health of our own workforce was identified. In the 2025 review, this has been replaced by positive impacts and opportunities derived from the implementation of wellbeing initiatives and the existence of Health and Safety Committees. In addition, in 2025 the risk associated with inadequate management of flammable products has been incorporated and the operational risk linked to a potential pandemic has been removed.
All the impacts, risks and opportunities (affecting both employees and non-employees) described above are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on health and safety
ESRS S1--1; ESRS 2 MDR--P
The commitment to Health and Safety is set out in the Fluidra Code of Ethics and seeks to ensure a safe workplace by implementing the required prevention systems, including strict compliance with health and safety regulations, encompassing prevention programmes, training and information on potential risks.
For further information on the Code of Ethics, see the section “Cross-cutting policies in relation to own workforce”.
These objectives are developed through the Health, Safety and Environment Policy, recently updated in order to strengthen governance in this area. The Policy seeks to ensure a safe working environment and is the main pillar for the implementation of the Health and Safety Management System across all Group companies, through the implementation of international standards based on OHSAS regulations and ISO 45001. The commitments include: The creation of a Health and Safety culture that prioritises employee wellbeing.The identification, assessment and control of risks in the workplace. This includes systematic risk assessments and periodic compliance reviews.The implementation of corrective and mitigation measures to prevent accidents and reduce risks.Emergency management.
This Policy applies to all employees and non-employees staff carrying out activities within our operations across the different geographical areas in which the Company operates. However, its specific implementation is adapted to the particularities of each region and workplace.
We also have a set of standards and procedures that expand upon and detail the commitments set out in the Policy. These standards establish guidelines on:Health and Safety Management (roles and responsibilities).
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- Emergency management (management of incidents and impacts).
- Safety in development and production (minimising impacts, preventing accidents).
- Chemicals (management of risks related to chemical agents).
-
Occupational health (healthy working environment, health campaigns).
-
Warehouses (risk management in warehouses).
- Health and Safety in suppliers (third-party management).
- Accident investigation and reporting (communication and investigation of accidents).
Management is responsible for achieving Health and Safety results within each company as part of the overall business strategy. Our own workforce must be aware of the commitments set out in the Policy and comply with the existing standards and procedures.
POLICIES AND COMMITMENTS
Provide an overview and principles for the management of H&S
STANDARDS
High-level requirements of the management system, generally aligned with international standards, and adapted to Fluidra
GLOBAL OPERATIONS PROCEDURES (GOPS)
Operational controls covering the most significant aspects of Health and Safety risks
MANAGEMENT SYSTEM PROCEDURES
SPECIFIC PROGRAMME PROCEDURES
TOPIC-SPECIFIC PROCEDURES
FUNCTIONAL AND SITE PROGRAMMES AND PROCEDURES
Specific documents developed to comply with the requirements of the Health and Safety Management Systems
Ultimate responsibility for the implementation of the Health and Safety Policy and its associated standards lies with the Managing Directors of the companies within the Fluidra Group. At global level, the Health and Safety Department establishes the standards and develops the GOPs, ensuring alignment with strategic and regulatory objectives.
In addition, our own workforce receives periodic training on the standards and procedures included in the Policy, ensuring their understanding and effective application.
Looking ahead to 2026, the approval of a new Health and Safety Directive is envisaged, which will entail the update of the current Health, Safety and Environment Policy. This conversion aims to limit the scope of the document exclusively to Health and Safety matters.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
We work closely with our own workforce to manage actual and potential impacts related to Health and Safety through different mechanisms and organisational structures.
To this end, we have dedicated Health and Safety personnel in all production companies, who work directly with Site Management to implement the Global Operating Procedures (GOPs) established by the global organisation and to comply with local legislation. These managers work closely with the Health and Safety Committees, in which employees participate. These committees meet regularly to analyse incidents, review corrective actions and implement measures to prevent accidents.
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In addition, we have implemented the BBS (Behavioural Based Safety) system, through which Health and Safety aspects are analysed directly with employees at their workplace in order to identify and correct potential gaps before incidents occur. This proactive approach includes the collection and analysis of so-called Good Catch, risk elements that have not yet resulted in any incident but require attention to mitigate potential hazards.
Furthermore, employees' observations and comments are recorded in a specific Health and Safety software system in which incidents, accidents and action plans are centralised. This enables effective and transparent management of unsafe conditions reported by any worker, whether employees or non-employees.
At organisational level, the monthly meetings of local Health and Safety managers with their regional and global counterparts ensure that the observations made by employees and non-employees are analysed and incorporated into strategic and operational decision-making.
Collaboration takes place at several levels within the organisation:
- Local: through the Health and Safety managers at each site and the Health and Safety Committees.
- Regional: with the support of regional Health and Safety managers in the areas where they are designated.
- Global: under the supervision of the Global Health and Safety Director, who coordinates and leads efforts across the Group.
The effectiveness of this collaboration is assessed through the use of MaSys, a tool that enables each Fluidra company to carry out a self-assessment based on 15 key points of the Health and Safety management system. The results of these self-assessments are used to set annual objectives.
The Global Health and Safety Director is the highest operational authority responsible for ensuring this collaboration, deploying efforts through regional and local managers.
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
We have established a comprehensive approach to manage material negative impacts in the area of Health and Safety that may affect our own workforce, both employees and non-employees, ensuring appropriate remediation in all reported cases where the Company has caused or contributed to such impacts.
When an accident occurs, a structured procedure is followed to ensure immediate response and the prevention of future risks. This procedure includes:
- Provide immediate assistance to the victim and, if necessary, arrange their transfer to a medical centre.
- Inform the most senior manager of the affected company and the global Health and Safety team so that the incident is reported on the internal platform.
- Conduct interviews with witnesses and reconstruct the accident.
- Investigate the root causes of the incident.
- Develop an action plan to mitigate or eliminate the identified risks.
Depending on the actual or potential severity of the incident, the global Health and Safety team informs the Chief Operations Officer (COO) and the Chief People and Transformation Officer (CPTO) and, where appropriate, the other members of the Executive Committee (MAC). In turn, in cases where the investigation determines that the Company is responsible for the accident, remediation is determined in accordance with local legislation and in collaboration with the competent authorities, and may include financial compensation or other measures.
The assessment of the effectiveness of the remediation carried out is conducted through reviews of compliance with the corrective actions implemented and analysis of the improvements observed in workplace safety. These actions are complemented by the incident reporting and analysis system through the specialised software of the Health and Safety Department, which facilitates the monitoring and centralised control of cases.
Furthermore, we have several channels through which workers may raise concerns related to their Health and Safety, including:
- Local Health and Safety teams and Health and Safety Committees, which operate at each facility to manage complaints, investigate incidents and design corrective measures.
- H&S Alerts system, which enables incidents to be reported and analysed at global level, sharing lessons learned across the different workplaces.
The Global Health and Safety Director leads the implementation and oversight of these channels and processes, in coordination with the regional and local Health and Safety managers. Communication regarding these channels is carried out through internal campaigns, newsletters and direct links on the Fluidra Intranet.
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Finally, all members of our own workforce have access to the Confidential Channel in order to report incidents anonymously. In the event that a report is received through this channel, the Global Health and Safety Director participates in the investigation of the complaint and submits the results to the Ethics Committee. During 2025, no communications were received through the Confidential Channel.
“For further information on the channel, see the chapter “Introduction” of “ESRS S1 Own Workforce”. Such reports are classified in the table “Communications received through the Confidential Channel” under the category “Other Reports” in the chapter “Ethics and regulatory compliance”.
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
We maintain a strong commitment to the Health and Safety of our own workforce, implementing a strategy that encompasses the prevention, mitigation and remediation of impacts, as well as the generation of positive impacts in this area.
Activities are funded both locally and globally. Depending on the proposals and needs of each site, a specific Health and Safety budget is allocated for the development of initiatives, training and remediation of certain cases. In addition, a budget is also available within the global department to manage administrative expenses related to software procurement, global activities, among others. These actions have not required significant OpEx or CapEx investment.
Within the framework of this strategy, various actions have been developed.
Safety culture
We promote a safety culture through the organisation of different events. The objective is to prevent negative impacts such as physical injuries or mental health issues. During 2025, Fluidra Safety Day was held at 54 Fluidra workplaces. This event included workshops such as load handling, emergency evacuation and ergonomics. This shared moment among employees seeks to raise awareness among all staff of the importance of Health and Safety.
As in previous years, the area has continued to deliver various Health and Safety training activities. During 2025, 13,401 hours of training were delivered, including a “Stress Management” course aimed at preventing and mitigating impacts associated with mental health.
Assessments and audits
Health and Safety teams carry out risk assessments at all our facilities with the aim of identifying potential causes of harm in the workplace. These assessments are conducted systematically and are used to develop specific action plans aimed at eliminating or minimising identified Health and Safety risks before they materialise.
In addition, each site has its own emergency plans and conducts drills to prepare staff for a potential emergency.
Furthermore, the Health and Safety Department has developed new internal audits at our sites, focusing on those presenting higher risk. Specifically, in 2025 our sites in Belgium and the Pro Centers in Portugal were audited. A global Health and Safety audit programme has been designed, which initially includes a self‐assessment by the manager of each workplace, followed by a re‐audit to verify and confirm that what has been identified and planned reflects the actual situation.
In parallel, the Sustainability Department integrates the review of Health and Safety matters into the on‐site human rights audit plan at our production and logistics facilities, in order to identify any negative impact, actual or potential, that needs to be addressed. Specifically, these audits review the existence of policies and procedures, the performance of risk analyses, training and emergency drills, building safety measures, fire prevention controls and the management of hazardous substances, among other aspects.
“For further information, see the section “Statement on due diligence”.
Within the framework of the assessments carried out during 2025, five non‐conformities in the area of Health and Safety were identified (two major related to emergency exits and evacuation routes, one minor related to first aid kits and two major related to the storage of hazardous substances), for which corrective actions were defined.
With regard to the non‐conformities identified in three of the five audits conducted last year, all of them have been resolved during the current financial year through specific action plans. Notably, initiatives implemented at our facilities in Hungary included the appointment of two employee Health and Safety representatives, the review of emergency exits and the delivery of evacuation and first aid training to the workforce, in collaboration with the external company responsible for safety and fire prevention at our facilities.
Health and Wellbeing
During 2025, Fluidra strengthened its commitment to health, wellbeing and a preventive culture through the Blue Balance initiative, a programme designed to promote the physical and emotional balance of our teams.
The initiative was structured around four thematic pillars, offering in‐person and online activities that promote healthy habits, stress management and overall wellbeing: Office yoga: sessions aimed at improving flexibility, concentration and relieving physical tension resulting from sedentary work.Physiotherapy service: preventive care to reduce musculoskeletal injuries and promote health in the workplace.Mindfulness, Stress and Productivity: workshops to develop mindfulness, improve emotional management and enhance concentration and performance.
Nutrition, Emotions and Postural Wellbeing: practical training on the relationship between nutrition, mood and physical health, complemented by sessions on active breaks and back strengthening.
Thanks to this initiative, Blue Balance has become established as a corporate wellbeing tool, contributing to:Strengthening Fluidra's commitment to the Healthy Company model.Improving employee satisfaction and the working environment, fostering the active participation of employees.Promoting a culture of prevention and self-care, aligned with the Group's social sustainability values.
The success of the programme and the positive reception by our teams encourage us to continue the initiative during 2026, expanding its scope to new locations and topics related to mental wellbeing, emotional health and work‐life balance.
In the other regions, various initiatives focused on wellbeing, health and professional development have been implemented.
In EMEA, sports practice is promoted through the SIBO Sportief programme, with activities organised three times a year, and a voluntary biennial preventive medical check‐up is offered (cholesterol, glucose, electrocardiogram, among others).
In Spain, at the Maçanet site, we provide a weekly physiotherapy service aimed at the prevention and treatment of conditions, both work‐related and non‐work‐related. In addition, we offer referral to external consultation in urgent cases or when there is no availability. This year, a team of eight people participated in the Oncotrail charity race, reinforcing our commitment to health and physical activity.
In the UK, we organise an annual Health and Safety Day at all sites, focused on the prevention of musculoskeletal injuries. In addition, we have an Employee Assistance Programme with a 24/7 counselling service and access to a wellbeing app, together with a dedicated intranet page with useful resources. We also have Mental Health First Aiders to provide psychological support.
In France, actions include periodic osteopathy sessions to improve physical health, as well as two weekly sports training sessions led by a professional coach, open to all staff.
In North America, programmes include webinars on nutrition and healthy habits. These are complemented by on‐site initiatives such as vaccination clinics, weekly fruit delivery in offices, step challenges to promote physical activity, reimbursements for gym memberships and company‐sponsored yoga classes. These actions seek to ensure a comprehensive approach to wellbeing and continuous training, adapted to local needs.
In Mexico, we offer the VRIM card, which provides discounts on medical consultations, clinical tests and hospital services, as well as 24/7 medical assistance by phone and video call. It includes free video consultations in some specialties, discounts on dental and ophthalmological services, and additional benefits such as accident insurance and preventive check‐ups.
Since January 2025, all Fluidra Brazil employees have had free access to psychologists and nutritionists, with up to two consultations per month. The sessions are remote, confidential and cover areas such as change management, adolescence, older age and more. Consultations with general practitioners and other specialists are also offered, facilitating access to comprehensive healthcare services.
In Singapore, medical check‐ups are carried out for employees, reinforcing prevention and health care. In Thailand, we have a dedicated table tennis area to encourage physical activity during breaks, and we organise weekly badminton sessions outside working hours, promoting regular exercise and team cohesion. All these initiatives are available to full‐time and part‐time employees, except in Thailand, where only full‐time employees are eligible to participate.
It should be noted that we carry out breast cancer awareness initiatives during the months of October and November across the different regions. In France, we support the La Rose Canétoise charity race, which promotes early detection and raises funds for research. In North America, our teams participated in the Susan G. Komen Foundation's More Than Pink Walk, walking in honour of those affected and reinforcing our commitment to the community. In addition, in Spain we organised a training session on prevention together with Palpa, to learn how to detect early signs and promote self‐care habits.
Targets and metrics
ESRS requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
We have established specific, measurable and outcome‐oriented targets in the area of occupational Health and Safety, aligned with our Global Health and Safety Policy. These targets are designed to assess progress towards a safer and healthier working environment, with a focus on reducing accident rates and promoting a strong culture of prevention.
The objective set by the Global Health and Safety Department is to reduce the total rate of occupational accidents at global level, with specific targets at regional level. These objectives are established based on the results of the previous financial year, seeking to achieve a specific rate each year.
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For 2025, the target was to achieve a global TRIR of 0.5. In this regard, the target figures take into account accidents involving employees and non-employees providing services at all Fluidra Group facilities.
For further detail on progress towards the target, see the accident rate data in the section "Health and Safety metrics" of this chapter.
This target has been integrated into the sustainability objectives that form part of the Annual Incentive Plan of the Executive Committee (MAC), its direct reports and other relevant positions within the organisation (in particular, the managing directors of each subsidiary and those with functions in the operations area).
In defining these targets, we rely on the analysis of historical data, taking into account internal audits and the implementation of international standards. In addition, factors such as local regulations and international occupational Health and Safety guidelines are considered. These targets take into account both the global sustainability context and the local particularities of each operating region.
For 2026, the objective will continue to be to achieve a rate of 0.5 or below considering our own workforce (employees and non-employees). Likewise, the same objective is set for the LTIR, with a rate of 0.5 or below for the same groups.
MaSys self-assessment system
Fluidra's self-assessment system helps to prevent and mitigate Health and Safety risks both at production sites and at non-production sites. The distinction between the different risks entails differentiated management, for which specific objectives are adopted and metrics are provided for each.
In 2025, 16 production companies and 31 non-production companies completed this self-assessment, highlighting a broad and cross-cutting commitment to continuous improvement in Health and Safety.
COMPANIES ASSESSED
| 2025 | 2024 | |
|---|---|---|
| Number of manufacturing companies using MaSys | 16 | 17 |
| Percentage of manufacturing companies with MaSys | 80% | 85% |
| Target % participation in MaSys self-assessment by manufacturing enterprises | 100% | 100% |
| Number of non-manufacturing companies that have MaSys | 31 | 45 |
| Percentage of non-manufacturing companies with MaSys | 49% | 71% |
| Target % participation in the MaSys self-assessment of non-manufacturing businesses | 50% | 50% |
For the next financial year, we have once again set targets in relation to the MaSys self-assessments, with the aim of achieving 100% completion of self-assessments at sites.
Health and safety metrics
ESRS S1-14; ESRS 2 MDR-M
The management of Health and Safety in 2025, enabled a reduction in accident figures in relation to incidents involving employees
In this regard, in 2025 the recordable accident rate for employees decreased by (13%). This reduction is aligned with the overall decrease in the total number of accidents recorded in absolute terms, specifically (13%) and with the stability in the number of hours worked between 2024 and 2025.
The collection of this information is carried out through the direct reporting of each of the Fluidra Group's work centers to the Health and Safety Department.
Further details on this information are provided in the section "accident rates" within the information section of Law 11/2018.
ACCIDENT RATES
| Employees | Non-employees | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Number of work-related fatalities | 0 | 0 | 0 | 0 |
| Number of recorded occupational accidents | 54 | 62 | 5 | 6 |
| Occupational accident rate (per million hours) | 4.30 | 4.96 | 12.29 | 8.85 |
| Number of work-related health issue cases | 0 | 0 | 0 | 0 |
| Number of lost days due to work-related injuries | 1,019 | 1,594 | 0 | 42 |
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FATALITIES AMONG OTHER WORKERS IN THE VALUE CHAIN PERFORMING THEIR DUTIES AT THE COMPANY'S SITES
| 2025 | 2024 | |
|---|---|---|
| Fatalities | 0 | 0 |
| As result of work-related injuries | 0 | 0 |
| As result of work-related ill health | 0 | 0 |
COVERAGE OF THE HEALTH AND SAFETY MANAGEMENT SYSTEM
| 2025 | 2024 | |
|---|---|---|
| ISO 45001 certified system | 14% | 13% |
| System based on ISO 45001 and OHSAS but not certified | 86% | 87% |
Information requested by Law 11/2018
Accident rates
The number of injuries among employees has decreased by (13%). Most of these incidents have been observed in the EMEA region, where we continue to implement prevention and training actions to further reduce this figure.
HEALTH AND SAFETY METRICS FOR EMPLOYEES
| Accidents | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | |
| Fatalities | 0 | 0 | 0 | 0 | 0 | 0 |
| As result of work-related injuries | 0 | 0 | 0 | 0 | 0 | 0 |
| As result of work-related ill health | 0 | 0 | 0 | 0 | 0 | 0 |
| Number of work-related injuries | 39 | 15 | 54 | 44 | 18 | 62 |
| With lost time | 33 | 11 | 44 | 33 | 11 | 44 |
| Without lost time | 6 | 4 | 10 | 11 | 7 | 18 |
| Number of work-related ill health | 0 | 0 | 0 | 0 | 0 | 0 |
| Days lost (due to the causes mentioned above) | 656 | 363 | 1,019 | 1,213 | 381 | 1,594 |
| Accident rates51 | ||||||
| Total Recordable Incident Rate (TRIR) - 1,000,000 | 4.67 | 3.56 | 4.30 | 5.13 | 4.61 | 4.96 |
| Total Recordable Incident Rate (TRIR) - 200,000 | 0.93 | 0.71 | 0.86 | 1.03 | 0.92 | 0.99 |
| Lost Time Injury Frequency Rate (LTIFR) - 1,000,000 | 3.95 | 2.61 | 3.50 | 3.85 | 2.82 | 3.52 |
| Lost Time Injury Rate (LTIR) - 200,000 | 0.79 | 0.52 | 0.70 | 0.77 | 0.56 | 0.70 |
| Severity rate | 0.08 | 0.09 | 0.08 | 0.14 | 0.10 | 0.13 |
| Total hours worked - Employees52 | 8,358,788 | 4,209,273 | 12,568,061 | 8,582,034 | 3,907,279 | 12,489,313 |
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HEALTH AND SAFETY METRICS FOR NON-EMPLOYEES$^{53}$
| Accidents | 2025 | 2024 | ||||
|---|---|---|---|---|---|---|
| Male | Female | Total | Male | Female | Total | |
| Fatalities | 0 | 0 | 0 | 0 | 0 | 0 |
| As result of work-related injuries | 0 | 0 | 0 | 0 | 0 | 0 |
| As result of work-related ill health | 0 | 0 | 0 | 0 | 0 | 0 |
| Number of work-related injuries | 4 | 1 | 5 | 3 | 3 | 6 |
| With lost time | 0 | 0 | 0 | 2 | 3 | 5 |
| Without lost time | 4 | 1 | 5 | 1 | 0 | 1 |
| Number of work-related ill health | 0 | 0 | 0 | 0 | 0 | 0 |
| Days lost (due to the causes mentioned above) | 0 | 0 | 0 | 26 | 16 | 42 |
| Accident rates | ||||||
| Total Recordable Incident Rate (TRIR) - 1,000,000 | 14.54 | 7.59 | 12.29 | 6.51 | 13.78 | 8.85 |
| Total Recordable Incident Rate (TRIR) - 200,000 | 2.91 | 1.52 | 2.46 | 1.30 | 2.76 | 1.77 |
| Lost Time Injury Frequency Rate (LTIFR) - 1,000,000 | 0.00 | 0.00 | 0.00 | 4.34 | 13.78 | 7.37 |
| Lost Time Injury Rate (LTIR) - 200,000 | 0.00 | 0.00 | 0.00 | 0.87 | 2.76 | 1.47 |
| Severity rate | 0.00 | 0.00 | 0.00 | 0.06 | 0.07 | 0.06 |
| Hours worked - Non-employees | 275,049 | 131,825 | 406,874 | 460,600 | 217,727 | 678,327 |
Absenteeism rates
In addition to the 16.9% increase in the number of hours lost due to accidents and illness compared to 2024, the overall absenteeism rate has also increased by 11.9%.
HOURS LOST DUE TO ABSENTEEISM$^{54}$
| 2025 | % | 2024 | % | |
|---|---|---|---|---|
| Due to accidents and illnesses (common and occupational) | 385,129 | 3% | 329,565 | 3% |
| Parental absenteeism | 86,560 | 1% | 86,793 | 1% |
| Absenteeism due to leave and licenses | 395,601 | 3% | 358,952 | 3% |
| Total absenteeism hours | 867,289 | 7% | 775,310 | 6% |
Entity-specific disclosures
Health and Safety Committees
ESRS 2 MDR-M
In 2025, we had a total of 24 Health and Safety Committees dedicated to reviewing and investigating accidents that occurred and those classified as near misses, as well as collaborating in audits or inspections. 74% of Fluidra's global workforce is covered by these committees.
HEALTH AND SAFETY COMMITTEES
| 2025 | 2024 | |
|---|---|---|
| Number of Health and Safety Committees | 24 | 24 |
| Percentage of employees covered by Health and Safety Committees | 74% | 75% |
Working time and work-life balance
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
Oversight of this matter at a global level lies with the Chief People and Transformation Officer (CPTO), a member of the Fluidra Group's Executive Committee (MAC), to whom the individuals responsible for the Human Resources function at regional and/or business area level report. However, the management of material incidents and risks in this area is carried out at local level, within each company and/or workplace, as a result of the specific characteristics of the applicable regulations depending on the type of activity and the location of each entity.
Consequently, matters relating to working time and work-life balance are not escalated to the management and governing bodies unless, due to their specific characteristics, they may have a relevant impact at regional or global level. In 2025, no communication in this regard was required.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
- Social information
FLUIDRA
There is no global policy describing the functions and responsibilities of the management bodies at Group level, as this is a matter of local management.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
Within the materiality assessment, we have identified one negative impact and one positive impact. We have not identified any risks or opportunities associated with working time and work-life balance matters.
With regard to the negative impact, we have identified that employees' right to work-life balance could be affected as a result of the specific characteristics of Fluidra's activities, as well as due to relatively lenient regulation in some of our countries of operation:
- At year-end, we were operating in 21 countries with a high or extreme risk of infringement of this right, including, among others, Egypt, India, Malaysia and Indonesia.
- Seasonal activities: manufacturing, logistics and distribution activities are subject to peak seasons (generally from late winter to the end of summer) and low seasons (the remainder of the year).
- Office staff (in particular, corporate headquarters staff): maintain regular contact with teams across all Group companies, from Auckland (New Zealand) to San Diego (California, United States of America), which are usually located in different time zones. In addition, these are positions characterised by high connectivity (through IT equipment and mobile phones) and a high degree of autonomy in the performance of their duties, which may lead to an extension of working hours if the necessary preventive controls are not adopted.
We have also identified a positive impact related to the benefits offered by the Company to its workforce to improve work-life balance, such as remote working and flexible working hours, as well as the granting of family leave beyond the legal minimum and the provision of company-sponsored childcare services or financial contributions for this purpose.
Compared to 2023, the 2025 review incorporated a positive impact linked to the strengthening of work-life balance, while the risk of talent loss and the associated opportunity for attraction were not considered material. This is due to the adoption of various measures aimed at preventing and/or minimising any impact in this area, in line with workforce expectations and the requirements of the applicable local legislation.
> For further information in this regard, please refer to the section "Adoption of measures related to incidents, risks and opportunities" of this chapter.
In 2025, we have not identified any current financial impact on the Company's financial position associated with the risks and opportunities in this area.
The impacts, risks, and opportunities described above remain unchanged from the previous reporting period and are covered by the requirements of the European Sustainability Reporting Standards (ESRS).
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on working time and work-life balance
ESRS S1-1; ESRS 2 MDR-P
As part of the update of the Code of Ethics at the beginning of the 2024 financial year, we formalised our general commitment with regard to working time and the work-life balance of our employees.
Regarding working time, we commit to complying with local laws and collective agreements (where applicable) concerning working hours and rest periods. Specifically, the Company commits to:
- Ensuring that working hours do not exceed the maximum limit set by local legislation, and that all overtime is voluntary and approved by management.
- Establishment of a maximum working week of 60 hours, including overtime, except in cases of emergency or exceptional circumstances.
- Guaranteeing at least one rest day every seven days.
Additionally, we are committed to promoting work-life balance and digital disconnection measures for our employees, wherever their implementation is feasible, primarily for office-based personnel.
> For more information on the content and objectives of the Code of Ethics, please refer to the section "Cross-cutting policies on own workforce" in the introductory chapter of "ESRS S1. Own workforce".
Based on the Code of Ethics guidelines, each subsidiary and worksite is responsible for defining its own working time and work-life balance policies, while also considering any requirements and/or restrictions established in Collective Agreements and applicable legislation. These policies are typically formalised as a work calendar, which is defined by the management of each subsidiary or site, agreed upon with worker representatives (where applicable), and communicated to employees through predefined channels such as intranet, bulletin boards, email, etc.
2025 Integrated Annual Report
Processes for engaging with own workers and workers' representatives about impacts
Elias S. S. (1)
We do not have specific processes to address impacts related to working time and work‐life balance, beyond those already outlined in the section "Processes for engaging with own workforce and worker representatives" in the introductory chapter of "ESRS S1. Own workforce".
Specifically, the Pulse Survey includes questions specifically related to this area, through which employees can assess the Company's efforts and propose improvement options. In the 2025 edition of this survey, 67% of employees indicated that they had sufficient time to carry out their tasks within working hours (compared to 73% in the Satisfaction and Engagement Survey launched in 2023). Likewise, 66% of employees stated that they consider the pace of change in daily work to be reasonable, which refers to the level of stress associated with workplace transformation (this question was included for the first time in the 2025 Pulse Survey).
This increase is the result of initiatives implemented by different worksites over the past few years, which are described in more detail in the section "Taking actions on impacts, risks, and opportunities related to own workforce" within this chapter.
Processes to remediate negative impacts and channels for own workers to raise concerns
Elias S. S. (1)
There are no additional channels for employees to express their concerns beyond those already described in the section "Processes to remediate negative impacts and channels for own workforce to raise concerns" in the introductory chapter of "ESRS S1. Own workforce". As in the previous year, no violations of these rights have been reported through our Confidential Channel.
Taking action on material impacts, risks and opportunities related to own workforce
Elias S. S. (4)
During 2025 we continued to implement measures aimed at reducing the number of overtime hours worked, as well as promoting work--life balance for our workforce.
In positions subject to seasonal demand, we periodically monitor the workload of our teams during peak season, as well as product demand at any given time, in order to anticipate any need to reinforce our workforce, either through the hiring of our own employees, the use of permanent seasonal contracts (or similar contractual arrangements) and, ultimately, workers provided by temporary employment agencies.
In addition, for office roles and other positions whose characteristics allow it, the measures implemented by the Company since the COVID‐19 pandemic have remained in place. These include flexible working hours (start and finish times), time banks to enable compressed working schedules or one Friday off every two weeks, as well as one to three days of remote working (depending on the country or workplace).
In this regard, in Spain there is a remote working guide which, in addition to setting out the conditions for exercising this right, provides employees with guidance on ensuring effective communication with colleagues, holding effective meetings, and safeguarding productivity and wellbeing. Likewise, a guide on effective meetings has been launched which, among other measures, establishes the importance of not scheduling meetings outside working hours or during meal breaks.
Lastly, we have implemented various measures aimed at increasing work--life balance and wellbeing for parents. In Spain, during this financial year we have formalised the supplementation of maternity and paternity benefits paid by Social Security across all workplaces, with the aim of ensuring that our teams receive their full salary during parental leave. In addition, we are working on a work--life balance guide to help promote the full take‐up of paternity leave by men, including breastfeeding‐related leave.
Similar measures have been available since 2023 in Australia, where our teams benefit from a paid parental leave programme under which the primary carer is entitled to eight weeks of paid leave and 44 weeks of retirement pension contributions upon returning to work.
In addition, we have inaugurated new rest areas at our Keysborough and Smithfield sites (Australia). We also have breastfeeding rooms at sites in France, in addition to those already available at our two main sites in the United States of America (Carlsbad and Atlanta) and Sant Cugat del Vallès (Spain). With regard to production facilities, Fluidra has entered into various agreements with employee representatives to enable the provision of such rooms when requested by a female employee, due to space constraints.
Finally, we monitor that no negative incidents arise in this area through the programme of on‐site human rights audits carried out at our production and logistics facilities. These audits review, among other aspects, compliance with the applicable regulations on working hours and the performance and remuneration of overtime in each country, the maximum limits established in our Code of Ethics, the existence of working time records, daily, weekly and annual rest periods (public holidays, paid leave, etc.), and the availability of breastfeeding rooms, among other matters.
For further information, please refer to the section "Due Diligence Statement".
No non‐compliances were identified in the audits carried out during 2025.
In addition, we have implemented the necessary actions to address the negative incidents identified in 2024 at two of our facilities, where the 60‐hour weekly working time limit established in the Code of Ethics had been exceeded.
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
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FLUIDRA
Specifically, at our production facility in China, we have implemented the following measures to minimise overtime:
- Implementation of a new shift system (moving from two to three teams) in the position with the highest level of risk, including:
- Hiring of one full-time employee, as well as nine non-employee (for a six-month period) to support the new shift structure.
- A working schedule consisting of four working days followed by two days of rest.
- The submission of quarterly overtime reports in order to monitor the effectiveness of the measures implemented.
At the beginning of the 2026 financial year, an assessment will be carried out to determine whether the actions implemented are sufficient to mitigate the impact and, where appropriate, the adoption of additional measures at the facility will be considered.
In this regard, in Germany we comply with all the requirements established by labour legislation, ensuring working hours that respect the limits set out in the Working Time Act and the mandatory rest breaks. In addition, we have implemented further measures to promote flexibility and wellbeing, such as flexible working hours (Gleitzeit), flexibility days (Gleitage) and remote working options. Lastly, we are working on the implementation of the FairFamily programme, which will enable our teams to access more than 300 benefits related to wellbeing, sport and health, reinforcing our commitment to work-life balance and quality of life.
In EMEA, we ensure that working hours do not exceed legal limits and that overtime is always voluntary and approved by management. In addition, we offer flexible working arrangements that allow schedules to be adapted, including the possibility of working 36 hours over four days. We also promote remote working, with a minimum office attendance of three days per week, and provide 30 days of annual leave, exceeding the legal standard. Lastly, we have formalised the supplementation of parental benefits so that employees receive their full salary during parental leave, and we maintain a personalised approach to support those facing complex personal situations, reinforcing our commitment to work-life balance.
In the United States, we offer policies that promote rest and disconnection, such as the Flexible Vacation Policy for exempt employees, which allows them to take the necessary time off without a predefined limit. For the remaining workforce, we provide between three and five weeks of annual leave depending on length of service, in addition to 40 hours of sick leave and 11 public holidays. We also offer two weeks of paid family care leave, in addition to state and corporate benefits. We strongly encourage our teams to make use of these periods and to minimise the use of work-related electronic devices during their holidays. Lastly, we encourage managers to monitor the time off taken by their teams to ensure that everyone enjoys
their benefits, thereby reinforcing our commitment to wellbeing and work-life balance.
In France, we ensure compliance with labour regulations and promote the effective use of rest days through individual monitoring and by closing the company for two weeks over the Christmas period. In addition, employees are entitled to 25 working days of annual leave, and we have signed an agreement that allows the donation of leave days between colleagues, fostering internal solidarity. We also clearly establish that there is no requirement to respond to calls or emails outside working hours, reinforcing the right to disconnect. Lastly, we apply a system of working time modulation, which organises working hours according to annual needs, and we promote multi-skilling to optimise working time, thereby ensuring a balance between productivity and wellbeing.
In Austria, we strengthen work-life balance and flexibility through an additional day of leave on Christmas Eve and New Year's Eve, two weeks of corporate closure during the Christmas holidays, and flexible working hours.
METRICS AND TARGETS
ESRS Requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-S; ESRS 2 MDR-T
We do not currently have any targets related to working time and work-life balance, nor is their definition planned in the medium term, as this area is managed locally.
Child labour and forced labour
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The management of impacts, risks and opportunities (IROs) related to child labour and forced labour concerning the Company's own workforce is carried out jointly by the Sustainability Department and the Human Resources Department within the framework of the actions of the Company's Human Rights Management Framework. For further information, please refer to the Due Diligence Statement section. This governance has been formalised through the internal approval of the forced labour and child labour prevention procedures on which the Company is working.
The Sustainability Department leads the identification and assessment of human rights incidents (including child labour and forced labour), taking into account the risks associated with the specific characteristics of our activities and operating contexts. Subsequently, in the case of incidents related to the own workforce, the Sustainability Department submits to the Human Resources Department a proposal of actions and
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
- Social information
FLUIDRA
controls to be developed, and both departments jointly agree on the actions to be implemented in each context within the Annual Human Rights Plan.
Since 2023, the achievement of the objectives of the Annual Human Rights Plan has been integrated into the Company's annual incentive plan and, as such, is subject to oversight by the management and governing bodies. At the beginning of each financial year, the Sustainability Department submits to the Executive Committee (MAC) and to the Appointments and Compensation Committee of the Board of Directors the proposed objectives in this area for approval. Subsequently, once the year has concluded, the Sustainability Department reports to both bodies, as well as to the Audit and Sustainability Committee, on whether such objectives have been achieved.
> For further information on the actions envisaged in the Plan, please refer to the section "Adoption of measures related to material incidents, risks and opportunities" within this section.
Lastly, in those countries that have specific regulations on child labour and/or forced labour (such as Australia or the United Kingdom, among others), the management teams of the subsidiaries carry out additional management and supervisory tasks, in accordance with the applicable legal requirements.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
We have identified a potential negative impact related to child and forced labour within our own workforce, linked to the inherent risks associated with the Company's manufacturing activities. These risks are particularly relevant in positions with lower wage levels, where employees may be more vulnerable, as well as in the socioeconomic context of certain countries where the Company operates, particularly in regions with weaker labour rights regulations. These impacts are not related to the Company's transition plans to reduce environmental impacts.
Among Fluidra's operating countries, those with the highest risk of child labour include Brazil and China, where Fluidra has manufacturing plants, as well as Vietnam, India, Indonesia, Russia, Turkey, Mexico, Thailand, Egypt, Malaysia, Colombia, Morocco, and Kazakhstan, where we operate but do not have manufacturing activities. Additionally, Fluidra operates in countries with a high or extreme risk of forced labour, including Brazil, China, South Africa, and the United States of America, where we carry out manufacturing activities, as well as Vietnam, India, Indonesia, Russia, Turkey, the United Arab Emirates, Mexico, Thailand, Egypt, Malaysia, Colombia, Morocco, Romania, Kazakhstan, and Montenegro, where we conduct commercial activities.
If these negative impacts were to materialize, they could compromise the physical and mental health of our own workforce, exposing them to exploitation (servitude, human trafficking), violence, coercion, or abuse of power. In the case of child labour, this could also result in denial of the right to
education, either through inability to attend school or early school dropout.
As a consequence of these potential negative impacts, we have also identified a reputational risk, as well as a risk of contract terminations with clients and financial penalties from competent authorities, should any cases of child or forced labour be identified within the Company's facilities. Conversely, no positive impacts or opportunities have been identified in this area.
The assessments carried out to date, including external audits in high-risk facilities, indicate that the likelihood of these identified risks materializing is low in the short term. As a result, no current or anticipated financial effects related to these impacts have been identified.
The impacts, risks, and opportunities related to forced and child labour have remained unchanged from the previous reporting period and are fully covered by the disclosure requirements established in the ESRS.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on child labour and forced labour
ESRS S1-1; ESRS 2 MDR-P
We explicitly address our commitments to the abolition of child labour and any form of modern slavery (including human trafficking and forced labour) concerning our own workforce in our Code of Ethics.
> For more information on the objectives and scope of this policy, please refer to the section "Cross-cutting policies on own workforce" at the beginning of this chapter.
Regarding forced labour, we uphold that all workers have the right to perform their duties freely and voluntarily, without coercion or force. The Company rejects all forms of modern slavery, including debt bondage, forced marriage, involuntary prison labour, and human trafficking. As part of our hiring practices, we are committed to providing workers with written information in a language they understand, allowing them to retain their government-issued identification documents, and not imposing unreasonable restrictions on their freedom of movement. Additionally, the Company does not charge recruitment fees to employees and ensures that workers can freely resign, except where contractual obligations specify otherwise.
Regarding child labour, we maintain a zero-tolerance policy, which includes the elimination of the worst forms of child labour. The Company only employs workers who are at least 16 years old, or the legal minimum working age, or the minimum age to complete compulsory education, always applying the highest requirement. Furthermore, we commit to not assigning workers under 18 years old to tasks that may pose an unreasonable risk to their health and safety.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
- Social information
FLUIDRA
We are currently keep on developing two specific procedures that will formalize governance and the mechanisms for prevention, control, and management of material impacts and risks in these areas, as well as the indicators used to measure the effectiveness of the measures implemented. These procedures will be based on the main conventions and recommendations of the International Labour Organization (ILO) in this field.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
We do not have a specific process for engaging with our own workforce or their representatives regarding impacts related to forced or child labour.
However, we do involve own workforce employees in external human rights audits, which are coordinated by the Sustainability Department in collaboration with the Human Resources Department. In these cases, the auditing firm independently selects a group of employees to interview, allowing them to share their perspective on how the Company manages these issues, including child and forced labour concerns.
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
As this matter is covered by the Company's Code of Ethics, employees have access to the Confidential Channel to express any concerns or needs in this area.
> For more information on this channel, refer to the "Introduction" chapter of "ESRS S1. Own workforce" and the "Ethics and compliance" chapter of "ESRS G1. Business Conduct".
In 2025, we did not receive any communications related to child and/or forced labour issues.
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
As explained in the Governance section of this chapter, we have undertaken various actions to prevent, mitigate, and remedy negative impacts related to child and forced labour, as well as to prevent any potential risks to the Company arising from these issues.
Since 2022, we have been providing training sessions to our own workforce to raise awareness about child and forced labour, helping them identify signs of potential risk at different stages of our value chain.
To date, these training sessions have primarily been conducted in countries with specific regulations in this area (e.g., Australia, California). However, once the Company finalizes the relevant procedures currently under development, this training is expected to be expanded to all countries of operation. In 2025,
no human rights training sessions were conducted, as these are planned to be carried out in 2026.
On the other hand, in 2025 we continued with the plan of on-site external audits of our own production and logistics facilities (an initiative integrated into the Annual Human Rights Plan), in order to verify compliance with human rights regulations, including issues related to child labour and forced labour, with no incidents identified in this regard. Looking ahead to 2026, we will continue to carry out these external audits at new facilities considered to be higher risk (from a country and/or activity perspective), in order to verify compliance with Fluidra's regulations, as well as the effectiveness of the actions implemented.
Lastly, subsidiaries located in countries with specific regulations on forced labour and modern slavery, such as Australia, have continued to submit the corresponding management and performance reports to the competent authorities.
METRICS AND TARGETS
ESRS requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
We currently do not have any targets related to forced labour and child labour. Nor is their definition envisaged in the medium term, as these are incidents with a low probability of occurrence, for which the subsidiaries are already adopting the necessary preventive measures.
Entity-specific disclosures
Underage employees
ESRS 2 MDR-M
As a result of the review of the Code of Ethics in 2024, we proceeded to formalise the commitment not to employ any person under the age of 16.
In this regard, the Sustainability Department, together with the Human Resources Department, monitors the age of employees in order to verify compliance with this commitment, as well as to monitor the effectiveness of the measures adopted to prevent negative incidents related to child labour.
As a result, at year-end, we did not have any employees under the age of 16; however, there was one intern in the United Kingdom under the age of 18 (non-employee). It should be noted that all minors who have been part of the Company have always been of legal working age in accordance with the regulations of the country and did not carry out tasks considered hazardous or not authorised for their age.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
- Social information
FLUIDRA
Privacy
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The governance of personal data protection for internal staff varies by region within the Group due to differences in local regulations.
Both in the European Economic Area (hereinafter, the EEA) and in Australia, the data protection team is integrated within and reports to the Group's Internal Audit, Internal Control and Compliance Officer Directorate.
With the entry into force of the General Data Protection Regulation (GDPR), the Group's Board of Directors appointed a European Data Protection Officer (hereinafter, the DPO), who leads this team and reports to the Global Director of Internal Audit, Internal Control and Compliance Officer, who in turn reports to the Board of Directors of Fluidra S.A. through the Audit and Sustainability Committee. In 2025, the scope of responsibilities was expanded to cover Australia, in particular the Privacy Act 1988 and the Australian Privacy Principles (APPs).
In the case of Europe, the DPO performs the functions established under the GDPR, in particular those set out in Article 39 thereof. In addition, the DPO has developed the Data Protection Officer's Plan, a roadmap comprising actions, controls and solutions designed to ensure and enhance compliance with the GDPR across European subsidiaries.
The data protection team promotes and regularly monitors its correct implementation. It also prepares reports with recommendations for improvements in each subsidiary, considering the specifics of their business activities.
In 2025, the Audit and Sustainability Committee was informed of progress in the Data Protection Director's Plan, the volume of queries handled, and proposed actions for 2026.
In North America, this area is managed by the Human Resources Department in collaboration with the Legal Department, in compliance with the laws applicable in each state.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3
As part of the materiality assessment, we identified one potential negative impact and one risk, without detecting any significant opportunity.
Specifically, we identified a potential short-term negative impact concerning privacy and data protection rights of internal staff due to inadequate processing of personal data, caused by insufficient controls and measures to prevent data breaches.
As a result, there is a risk of regulatory sanctions and reputational damage if the impact materializes. However, no significant financial effects have been identified as a consequence of this risk.
Both the identified impact and risk are concentrated within Fluidra's internal operations and primarily affect digital systems used for managing personal information, such as HR databases, payroll platforms, and internal communication tools. Additionally, business relationships with third parties processing internal staff data represent an additional risk area within the value chain.
It is important to note that the material impact and risk in this area have not changed compared to the previous reporting period and are covered by the disclosure requirements established in the ESRS. Finally, no significant opportunity has been identified.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to own workforce on data protection
ESRS S1-1; ESRS 2 MDR-P
Following its Code of Ethics, Fluidra is committed to respecting the right to privacy and the protection of the personal data of all stakeholders with whom it interacts, including internal staff.
We are committed to adopting necessary measures to safeguard personal data processed by Fluidra employees in the performance of their duties, ensuring its security and confidentiality while minimizing the risk of unauthorized access, use, or disclosure.
> For more details on the scope and objectives of this policy, refer to the "Introduction" chapter of "ESRS SI.Own workforce".
These guidelines are later developed through regional and/or local regulations to align with applicable legal requirements.
In the EEA, employment contracts include a privacy clause, informing internal staff about the purpose and legal bases for collecting and processing their personal data, as well as their rights, in compliance with the GDPR. This information is provided to each employee upon hiring and to all staff whenever updates occur.
In Australia, a privacy notice clause for employees is not legally required due to the employee records exemption. Nevertheless, as a matter of good practice, work has been carried out on an Employee Privacy Policy, with the aim of explaining how employees' personal data are processed in accordance with the applicable legislation.
Unlike Europe, where the GDPR establishes a unified regulatory framework for privacy matters, in the United States of America there is no equivalent regulation that applies uniformly across the entire country. Instead, regulations are developed independently at state level, such as in California with the California Privacy Rights Act (CPRA). For this reason, we have specific privacy notices and requirements that are consistent with the provisions of each
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
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of the applicable local regulations. These policies are prepared by the Legal Department of the region, while the Human Resources teams are responsible for communicating them to employees, as well as for ensuring their compliance.
During 2025, work has been carried out on the development of a new Global Data Protection Policy, the publication of which is scheduled for 2026.
Processes for engaging with own workers and workers' representatives about impacts
ESRS S1-2
No additional collaboration processes exist beyond those already mentioned in the "Introduction" chapter of "ESRS S1. Own workforce".
Processes to remediate negative impacts and channels for own workers to raise concerns
ESRS S1-3
Within the EEA, in addition to contacting the HR team, internal staff can use [email protected], as mentioned in the Privacy Policy for Collaborators, to submit inquiries, suggestions, or exercise their data protection rights. This channel is managed by the DPO and is designed to ensure direct, accessible communication aligned with the GDPR.
In other regions, we have the following channels: [email protected], intended for the Group's own employees in the APAC region, and [email protected], available for North America.
With regard to complaints, these may be submitted either through the channels mentioned above or through the Group's Confidential Channel, as this is a matter covered by the Code of Ethics.
> For more details on the Ethics Committee and the Confidential Channel, refer to the "Ethics and compliance" chapter of "ESRS G1. Business Conduct".
Taking action on material impacts, risks and opportunities related to own workforce
ESRS S1-4; ESRS 2 MDR-A
We periodically review processes involving personal data processing to identify and mitigate potential privacy risks and prevent negative impacts. The conclusions of these assessments are documented in reports that include recommendations for improvement, which are then implemented by the subsidiaries.
Additionally, the European Data Protection Team reviews contracts with providers managing HR-related services and employee data, ensuring compliance with applicable privacy regulations.
Likewise, in 2025, within the EEA, the management of the personal data protection of the Group's own workforce focused on strengthening compliance with the GDPR through the improvement of processes, the alignment of documentation
and the reinforcement of controls over suppliers and management systems. In this regard, during 2025, new uses of artificial intelligence were assessed in order to ensure the secure, ethical and transparent processing of personal information.
In addition, a data protection project was promoted in Australia, led by the DPO, with the aim of gathering information and unifying compliance criteria, ensuring the global consistency of the Group's practices and their appropriate adaptation to local regulations.
These actions will continue in the coming years in order to monitor compliance with the applicable regulations in these regions. It should be noted that in 2025 was not necessary to adopt any measures to provide or enable remediation in relation to negative incidents in the area of data protection.
Looking ahead to 2026, the Company will continue to make progress in its digital transformation process, strengthening security and compliance in the management of personal data. Efforts will focus on ensuring that information is processed responsibly and in accordance with regulatory standards and international best practices.
METRICS AND TARGETS
ESRS requirements
Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities
ESRS S1-5; ESRS 2 MDR-T
We have not established quantitative targets in the management of the privacy of our own workforce. Our objective is to prevent the materialisation of incidents or risks, ensure agile and accessible communication with the Data Protection Department, and secure the implementation of the actions set out in the Data Protection Master Plan for the year.
In addition, efforts are made to ensure that employees are aware of which personal data are used and for what purpose, thereby fostering transparency and trust in the processing of information.
In this regard, the objectives are set out in the department's action plan, which does not require validation by the workforce nor by employees' representatives.
Entity-specific disclosures
Incidents and/or complaints regarding breaches of privacy of own workforce
ESRS 2 MDR-M
In 2025, as in previous years, we have not encountered any impacts or received any complaints regarding breaches of our internal staff's privacy or data protection rights in the course of our activities.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
- Social information
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ESRS S2. WORKERS IN THE VALUE CHAIN
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
In compliance with new requirements, we have established a governance structure to manage impacts, risks, and opportunities related to the workers in our value chain.
The Corporate Procurement Department, within the Global Operations Division, is responsible for managing Fluidra's supply chain, including impacts, risks, and opportunities related to human and labour rights of upstream value chain workers. This work is carried out through the Procurement team dedicated to sustainability, which is responsible for conducting supplier assessment questionnaires and on-site audits as part of the supplier relationship management initiatives on sustainability.
> For more information, refer to the "Management of relationships with suppliers" chapter.
The Global Procurement Director, as the leader of the department's strategy at the global level, is responsible for regularly informing the Chief Operations Officer (COO) about initiatives and goals related to supplier sustainability management. Additionally, they report at least once a year to the Executive Committee (MAC), of which the COO is also a member. In 2025, I the meeting with the MAC focused on the presentation of the Global Procurement Policy.
Furthermore, the Procurement Department is represented in the Sustainability Committees at both global and regional levels, where they provide quarterly updates on the status of assessments and audits conducted, as well as the actions taken to align these processes with the new Directive (EU) 2024/1760 on Corporate Sustainability Due Diligence (CSDDD).
The governance of the value chain includes established processes for monitoring procurement initiatives and incident management. To achieve this, the department holds monthly meetings to track the progress of proposed initiatives.
The roles and responsibilities of the Procurement Department Director are specified in the Code of Ethics for Suppliers, where they are designated as the individual responsible for reviewing compliance with the commitments set out in the policy. Additionally, the department is working to formalize the responsibilities of the new procurement structure in the Global Procurement Policy. Fluidra plans to formalize these aspects in the coming years to further strengthen the sustainable management of the supply chain.
In this context, we will continue reinforcing the necessary controls and procedures to ensure adequate governance of the workers in our value chain, thereby promoting our commitment to human rights and sustainable working conditions.
STRATEGY
Material impacts, risks and opportunities
ESRS 2 SBM-3

Our upstream value chain presents a number of challenges from the perspective of value chain workers that are important to highlight.
- The Company has more than 15,000 direct suppliers, a significant proportion of which carry out higher-risk activities (product suppliers) and/or operate in countries with a high or extreme risk of human rights violations
- This is compounded by the difficulties in identifying the exact location of the sites from which the raw materials, products and components we purchase originate, particularly when our direct supplier is an intermediary rather than the manufacturer.
- There is also limited visibility into the situation of workers in the upstream value chain as the length of the supply chain increases (Tier 3 and beyond).
As a result, we have identified that negative impacts could arise in regions where legal frameworks are less robust, associated with working conditions (working time, adequate wages, health and safety, etc.), equal treatment and opportunities, and other labour rights (child labour, forced labour and privacy) affecting value chain workers, in connection with our upstream activities in the short term.
2025 Integrated Annual Report
As set out in the section “Adoption of measures related to material incidents, risks and opportunities” of this chapter, and in greater detail in the “Management of relationships with suppliers” section of the chapter “ESRS G1. Business conduct”, we have focused our due diligence efforts on suppliers with a high purchasing volume (> EUR 500,000), giving particular priority to those supplying products and located in countries with a high sustainability risk, as these are the suppliers that present the greatest risk and over which we also have greater leverage.
We have also identified two current positive short‐term impacts. The first is associated with the sustainable management of the supply chain through compliance with international standards and sustainable practices, such as the Company's strict policies against child and forced labour. The second is linked to the downstream value chain and relates to strengthening the business of pool professionals through a diverse offering of training, support and loyalty programmes, which has a significant impact by improving their operational efficiency and enabling them to differentiate themselves in a highly competitive market.
On the other hand, we have identified reputational and sanction‐related risks for the Company, as well as other risks arising from potential changes that may be required in the structure of our supply chain as a result of non‐compliance with human rights due diligence regulations (e.g. the CSDDD, the Uyghur Forced Labor Prevention Act, the Modern Slavery Act, etc.).
In the 2025 materiality review, the two positive impacts mentioned above were identified as resulting from the Company's strict policies on the protection of workers in the value chain, as well as from ongoing communication with our suppliers through training, support and loyalty programmes. By contrast, in the 2023 analysis, a potential risk was identified in relation to the need to make changes to the structure of the supply chain as a result of possible non‐compliance with human rights due diligence regulations. In the 2025 assessment, this risk was not determined to be material, as a result of the strengthening of due diligence processes, continuous supplier monitoring and the implementation of preventive measures that have significantly reduced its likelihood and severity.
During the 2025 financial year, no current effects on the Company's financial position associated with these risks were identified.
All incidents, risks and opportunities are covered by the disclosure requirements established in the ESRS.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to value chain workers
ESRS S2‐1; ESRS 2 MDR‐P
As part of our commitment to sustainability and respect for human rights throughout our value chain, we have established a set of policies designed to responsibly manage material impacts, risks, and opportunities related to workers in our supply chain. These policies are aligned with key international standards and ensure consistency across all Group operations globally.
To address these material issues, we rely on three fundamental policies: the ESG Policy, the Code of Ethics for Suppliers, and the Procurement Directive. Additionally, we are awaiting the approval of the Global Procurement Policy in the next financial year.
The ESG Policy outlines the commitments to support and respect internationally recognized human rights across our entire value chain, maintain an ongoing human rights due diligence process to identify, act, and be accountable for potential and actual human rights impacts throughout the value chain, and ensure all workers within the value chain have access to the Confidential Channel.
The Code of Ethics for Suppliers establishes the fundamental values and principles that must guide the actions of all Fluidra Group suppliers, including their employees, whenever there is an applicable contract, commercial agreement, or purchase order. This Code explicitly addresses the conduct expected from suppliers regarding respect for individuals and safe employment, equal opportunities, non‐discrimination, the abolition of all forms of modern slavery, the eradication of child and forced labour, fair remuneration, health and safety, training and development, work‐life balance and respect for rest periods, and the freedom of association and collective bargaining for workers in the value chain.
Additionally, the Code of Ethics for Suppliers expands on all human rights commitments outlined in the ESG Policy, which aligns with the United Nations Guiding Principles on Business and Human Rights. This Code applies to all direct suppliers, and in this regard, we inform all of them that they must extend these commitments, conduct controls, and oversee these relationships throughout Fluidra's supply chain.
The Global Procurement Policy will be approved in the 2026 financial year and will establish mandatory guidelines for all companies within the Fluidra Group. Its main objective is to ensure transparency and control in procurement processes, reduce environmental impact and promote responsible practices. This policy includes a commitment to respect human rights, labour standards and the health and safety of workers throughout the supply chain. It also incorporates due diligence principles to identify, prevent and mitigate potential social and environmental risks.
Contents
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SUSTAINABILITY REPORT
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FLUIDRA
| ESG Policy | Code of Ethics for Suppliers | Procurement Directive | |
|---|---|---|---|
| Date | Initial approval: December 2020. Last revision: February 2024. | Initial approval: September 2019. Last revision: May 2024. | Initial approval: February 2017. Last revision: not applicable. |
| Responsible body | Board of Directors of Fluidra Group. | Board of Directors of Fluidra Group. | Compliance Coordination Committee. |
| Objectives | Its objective is to define the Company's commitments and minimum requirements to achieve a positive contribution to economic, environmental, and social progress through its business activities and commercial relationships. | The Fluidra Code of Ethics for Suppliers sets out the guidelines that all Fluidra Group suppliers and their employees must follow in conducting their business relationships with Fluidra worldwide. | The Fluidra Procurement Directive aims to ensure the efficient sourcing of goods and services that have the greatest impact on the success of Fluidra Group's business operations, guaranteeing quality, efficiency, sustainability, and ethical standards in all our transactions. |
| Scope of application | The ESG Policy applies to all Fluidra Group companies worldwide, including all entities in which Fluidra S.A. directly or indirectly holds the majority of shares, interests, or voting rights, as well as companies where it has appointed or can appoint the majority of their management teams, thereby exercising control over the Company. This policy also applies, where relevant, to joint ventures, temporary joint ventures, and other equivalent partnerships managed by Fluidra S.A. at any given time. | All direct suppliers of Fluidra S.A. and its subsidiary companies. | The Procurement Directive applies globally to all expenses related to raw materials, components, services, fixed assets, and externally manufactured goods purchased by Fluidra Group, including individual purchase orders. |
| Third-party standards and initiatives considered | • 2030 Agenda and the United Nations Sustainable Development Goals (SDGs). • Ten Principles of the United Nations Global Compact. | • The International Bill of Human Rights. • The Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). • The Ten Principles of the United Nations Global Compact. | Not applicable. |
| Document access | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Processes for engaging with value chain workers about impacts
ESRS S2-2
We do not currently have direct collaboration processes with value chain workers, their legitimate representatives, or credible spokespersons with knowledge of their situation.
All communication between Fluidra and its direct suppliers takes place directly with the commercial representatives of these organisations, including participation in Fluidra training sessions on the contents of the Code of Ethics for Suppliers, acceptance and signing of the Code, completion of evaluation questionnaires, and coordination of external audits.
The only channel available for understanding the perspectives of supply chain workers regarding the impacts that affect or may affect them is through the interviews conducted by Achilles as part of external audits of our direct suppliers. These audits include, among other aspects, the analysis of human rights-related issues.
For more information on these audits, including their frequency, scope, and results, refer to the section "Supplier audits" in the "Management of relationships with suppliers" chapter.
Processes to remediate negative impacts and channels for value chain workers to raise concerns
ESRS S2-3
We have two main mechanisms through which value chain workers can express their concerns, needs, and complaints, ensuring that they are handled by their employer with Fluidra's supervision and collaboration.
Firstly, as described in the previous section, value chain workers can share their opinions and concerns during the interviews conducted as part of external audit processes coordinated by Fluidra. These opinions are documented in the audit report, which is then provided to Fluidra. Additionally, if an issue raised relates to an actual or potential negative impact, it will be classified as a non-conformity (major or minor) or as a recommendation, and a specific action plan will be developed to prevent or mitigate the impact.
For more information on identified and resolved non-conformities, refer to the section "Supplier Audits" in the "Management of relationships with suppliers" chapter.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
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Furthermore, workers in the value chain have access to Fluidra's Confidential Channel to raise any complaints or grievances regarding negative impacts on their human rights that may have been caused by Fluidra or are related to activities within its value chain.
ℹ️ For more details on the Confidential Channel, refer to the section "Whistleblower reporting and whistleblower protection policies" in the Ethics and Compliance chapter.
To ensure that supply chain workers are aware of this channel, we organize annual training sessions on the contents of the Code of Ethics for Suppliers, including how the reporting channel functions. These sessions are directed at commercial representatives of direct suppliers, who are responsible for communicating this information to all workers.
If a report is received, the Fluidra Ethics Committee would contact the Global Procurement Department to conduct the necessary investigations and implement the appropriate mitigation and remediation measures depending on the case.
Taking action on material impacts, risks and opportunities related to value chain workers
ESRS S2-4; ESRS 2 MDR-A
We have a supplier approval procedure, which outlines the processes that all direct suppliers (both new and existing) must undergo to be qualified to work with the Company.
These processes include evaluations and on-site external audits of our suppliers, with a particular focus on critical suppliers, to ensure compliance with the commitments outlined in the Code of Ethics for Suppliers.
In cases where non-conformities are identified, a corrective action plan is established, which must be implemented within 3 months (for major non-conformities) and 12 months (for minor non-conformities).
ℹ️ For more information on these actions, refer to the "Supplier audits" section in the "Management of relationships with suppliers" chapter.
At the same time, we have continued working on the definition and analysis of the impact on our business in order to comply with the requirements set out in Directive (EU) 2024/1760 on corporate sustainability due diligence, which is expected to enter into force in 2027.
METRICS AND TARGETS
ESRS requirements
Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities
ESRS S2-5; ESRS 2 MDR-T
We have established various targets aimed at promoting sustainability and responsible practices throughout our entire supply chain, including the protection of value chain workers.
ℹ️ For more information, refer to the "Management of relationships with suppliers" chapter within "ESRS GI. Business Conduct".
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2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
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ESRS S4. CONSUMERS AND END-USERS
"In 2025, Fluidra significantly improved product Quality and Cost of Failure performance, reducing warranty costs and cash outflows through stronger execution, manufacturing improvements, and tighter global quality standards. Key cost drivers are being proactively addressed through enhanced risk management in product development, supplier management, and operations"
Tom McNabb
VP Global Quality
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
As described in the section "Strategy, business model and value chain" of the chapter "ESRS 2. General Disclosures", Fluidra is a B2B (Business to Business) company and therefore maintains a closer relationship with customers than with the consumers and end-users of its products.
For further information on sustainability matters related to customers, please refer to the chapter "Relationship with clients".
However, we work to ensure that all the products we place on the market are safe and of high quality, developing the necessary actions to prevent and/or mitigate any incident throughout their life cycle, both within the framework of our own operations (from design to commercialisation) and downstream (installation, use and maintenance of our products).
As a result, there is no unified governance of those matters relating to consumers and end-users; instead, a wide range of departments are involved, which interact with each other depending on the needs and challenges at each of the stages of the product life cycle. This includes the R&D, Quality, Product Compliance, Product Safety, Marketing, Sales, Customer Experience, Digital Solutions and Data Protection teams, among others, both at corporate or regional level and at each of the production sites.
Nevertheless, we have various Committees (at departmental or cross-functional level, such as Quality Committees, Product Committees, the Product Safety Committee, or meetings held within the framework of the new product development process) in which continuous monitoring of product development is carried out, as well as of any incident that may have occurred, in order to seek solutions and promote continuous improvement.
Furthermore, several of the aforementioned areas report quarterly to the Compliance Coordinating Committee on any incident that may entail a risk for the Company, so that it may be escalated, where necessary, to the Audit and Sustainability Committee of the Board of Directors. During the 2025, financial year, this Committee has been informed about the action plan in relation to product regulatory compliance (new regulations, resources allocated, new product risk assessment process, etc.), as well as about the product recall processes currently underway.
STRATEGY
Incidents, risks and opportunities of material importance
ESRS 2 SBM-3

Given the specific characteristics of our business model, as well as the broad catalogue of products and solutions that we manufacture and market, we have identified the following material incidents, risks and opportunities in relation to consumers and end-users.
2025 Integrated Annual Report
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Product quality and safety
- Positive impacts on the safety and prevention of drowning of consumers and end-users associated with the offering of pool safety elements (e.g. covers) within our catalogue.
- Negative impacts related to potential quality or safety defects during the design or manufacturing phases, as well as those arising from improper installation by pool professionals or incorrect use by consumers.
- Opportunities to prevent product incidents caused by installation or use failures through investment in training programmes for pool professionals on the correct installation and maintenance of the Company's products. Collaboration with specialised experts represents an opportunity to significantly reduce incidents caused by improper use or installation. This approach contributes to improving consumer safety, ensures better product performance and durability, and strengthens customer confidence in the brand.
Pool accessibility
- Positive impacts on people's well-being and social inclusion, especially for those with mobility impairments or fewer economic resources, as a result of the marketing of products that facilitate physical access to the pool basin, as well as through the studies and social initiatives to which Fluidra contributes.
> For further information, please refer to the sustainable products strategy in the chapter "Product and material outflows".
With regard to the current effects on the Company's financial position, it should be noted that in the 2025 financial year Fluidra has recognised current warranty provisions to cover potential incidents related to products sold by the Group.
> For further information, please refer to "Note 17. Provisions" of the Group's Consolidated Financial Statements.
Compared to the 2023 materiality assessment, in 2025 we have identified as material a negative impact associated with potential product defects in the design, manufacturing, installation and use phases, together with an opportunity related to the prevention of these incidents through training programmes aimed at pool professionals on the correct installation and maintenance of products. By contrast, in 2025 neither the legal and economic risk arising from potential non-compliance with product regulations nor the negative impact related to the privacy of users of connected products have been considered material, due to the re-evaluation of their severity and likelihood and to the strengthening of the control and management measures implemented by the Company. All incidents, risks and opportunities are covered by the disclosure requirements established in the ESRS.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies related to consumers and end-users
ESRS S4-1; ESRS 2 MDR-P
As described in the Fluidra Group ESG Policy, our objective is to promote the well-being and enjoyment of end-users by creating the perfect pool & wellness experience.
To this end, we have proceeded to define two types of policies: those oriented towards the principles underpinning the relationship with consumers and end-users, and those oriented towards products, which aim to prevent and/or mitigate any risk or incident throughout their life cycle.
With regard to the former, as in the case of own workforce (ESRS S1) and workers in the value chain (ESRS S2), the Human Rights commitments set out in the ESG Policy and subsequently developed through the Code of Ethics and the Code of Ethics for Suppliers also cover the rights of consumers and end-users.
The future Global Sustainability Policy will lay the foundations for Fluidra's commitments to support and respect internationally recognised human rights in:
- The International Bill of Human Rights, which comprises the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights, and the International Covenant on Economic, Social and Cultural Rights.
- The fundamental conventions, as well as the Declaration of the International Labour Organization (ILO) on Fundamental Principles and Rights at Work.
To this end, the organisation has established a Human Rights Management Framework integrated into the Group's ongoing due diligence process, which is based on the United Nations Guiding Principles on Business and Human Rights and the OECD Due Diligence Guidance for Responsible Business Conduct.
> For further information, please refer to the section "Statement on due diligence".
Under the Global ESG Policy, the Fluidra Code of Ethics and the Code of Ethics for Suppliers are responsible for establishing the Company's commitments and specific guidelines for action in relation to:
- Product and material quality, product safety and regulatory compliance, in order to avoid any adverse impact on people's health and the environment.
- Responsible marketing, promoting transparent communication on the economic, social and environmental benefits of our products and services, through truthful and accurate statements in advertising, marketing and communication materials in general.
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- Facilitating pool accessibility for all people, especially for the most disadvantaged groups.
- Protection of the personal data of all stakeholders.
For further information on these policies, please refer to the section "Business conduct and corporate culture policies" of "ESRS GI. Business conduct".
Moreover, the areas involved in the different phases of the product life cycle have defined various policies, directives and procedures that include the commitments, processes and controls to be implemented by each of them in order to prevent and/or mitigate any negative impact or risk associated with their respective areas of activity.
On the one hand, we have a Global Quality Policy and a Quality Management System Manual, approved by the Executive Committee (MAC), which establish the Company's guiding principles in this area. This Policy is complemented by other procedures for quality management at the different stages of the product life cycle, including quality criteria for suppliers, internal audit processes, as well as the management of non-conformities, corrective actions and the promotion of continuous improvement.
On the other hand, we have a Product Compliance Policy, under which we establish the processes to ensure the safety and regulatory compliance of the products we place on the market (both those manufactured by Fluidra and finished products purchased from third parties), as well as the investigation of any claim or incident that may have occurred.
The commitments set out in this Policy are developed in the following regulations:
- In the case of products manufactured by Fluidra, the commitments of the Policy are integrated into the checklists and verification lists that set out all the requirements (quality, safety, compliance, suppliers, etc.) that a product must meet at the end of each of the phases of the New Product Development (NPD) process, as a prior step to its commercialisation.
For further information, please refer to the section "Adoption of measures related to material incidents, risks and opportunities".
- In the case of finished products purchased from third parties, in 2024 we developed a Directive for the Marketing of Third-Party Products, which defines the obligations of those responsible for each product category to oversee that the finished products acquired by Fluidra from third parties comply with all applicable regulations.
- Finally, the Product Safety Committee Policy regulates the composition and functions of this Committee, including the process and content of the investigations into reported incidents and complaints.
Finally, the data protection teams work hand in hand with the digital solutions teams in order to ensure that both connected products and commercial websites comply with all the Company's data protection regulations.
| Global Quality Policy and Global Management System Manual | Product Compliance Policy | Product Safety Committee Policy | |
|---|---|---|---|
| Date | Initial approval: September 2021. Last review: not applicable. | Initial approval: December 2020. Last review: not applicable. | Initial approval: December 2021. Last review: not applicable. |
| Responsible body | Executive Committee (MAC). | Executive Committee (MAC). | Executive Committee (MAC). |
| Objectives | To describe the Organisation's approach and deployment with regard to the working procedures, forms and records of the Fluidra Group Global Quality Management System. | To describe the regulatory compliance requirements applicable to all products marketed by Fluidra and its subsidiaries. | To describe the purpose and responsibilities of the Product Safety Committee and the related procedures to be followed by Fluidra S.A. and all its subsidiaries. |
| Scope of application | Fluidra S.A. and subsidiary companies. | Fluidra S.A. and subsidiary companies. | Fluidra S.A. and subsidiary companies. |
| Third-party standards and initiatives considered | · ISO 9001:2018 | · Not applicable | · Not applicable |
| Access to the document | Available to own workforce on the Group's corporate intranet. | Available to own workforce on the Group's corporate intranet. | Available to own workforce on the Group's corporate intranet. |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
SUSTAINABILITY REPORT
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Processes to collaborate with consumers and end-users regarding incidents
ESRS S4-2
While we do not have direct collaboration mechanisms with consumers and end-users regarding incidents, we do have various mechanisms in place to understand their perspectives and integrate them into the different product management processes.
Firstly, we can understand the perspective of end-users through our customers, namely pool professionals. As described in the chapter "Relationship with clients", we make various channels available to them through which they can report any product-related incident to us or share their views on our performance.
> For further information, please refer to the section "Voice of the customer".
On the other hand, in regions such as North America, we have tools that allow us to monitor our online reputation by reviewing the comments that both customers and users may have posted on social media regarding our products. These comments are monitored by the customer experience team and shared with the other areas in order to provide a swift response.
Finally, we have an early identification programme for on-site incidents whereby, thanks to agreements with some of our customers and end-users of products, we have the possibility to test any new product in real-life conditions prior to its launch, in a controlled manner.
Processes to remedy negative impacts and channels for consumers and end-users to raise their concerns
ESRS S4-3
At Fluidra, we consider quality, safety and legal compliance to be fundamental aspects when developing the business in a responsible manner and promoting stakeholders' trust in our products. However, we are aware that, on occasion, issues may arise in the manufacturing process that may result in the marketing of defective product batches.
For this reason, we have a Product Safety Committee, an internal body to which our own workforce (including the Customer Service and Service/After-sales teams) may turn to request information and guidance, ask questions and raise concerns regarding product compliance and safety matters, in order to ensure that any negative impact, whether potential or actual, is addressed promptly and effectively.
The Committee is made up of representatives from various departments, including the Legal Department, Product Regulatory Compliance, Engineering, Risk Management and Operations. In addition, councils have been established in each of our main regions to ensure appropriate communication and feedback.
In response to any communication or reported incident (whether potential or actual), the Committee or the teams designated by it carry out the necessary investigations with the aim of identifying the origin and nature of the issue, determining the likelihood and frequency of its occurrence, as well as the severity of the potential risk or injury. To this end, the number of incidents recorded to date is analysed, together with the circumstances of each case, the number and location of potentially affected units, and tests are conducted replicating the reported conditions.
Once this process has been completed, the Product Safety Committee defines the applicable corrective and remedial measures, in line with the requirements set out by the relevant local authorities. Consequently, these measures vary on a case-by-case basis and may even differ by country, even when they relate to the same incident. The most common measures include product recalls and replacement with a product from a higher range.
Furthermore, the findings of the investigations are shared with the teams involved in the new product development process in order to adopt the appropriate preventive and/or mitigation measures.
For their part, consumers and end-users may channel their enquiries, concerns or complaints regarding product safety through the Customer Service or Service/After-sales teams, which assess each case and, where appropriate, refer it to the Product Safety Committee for analysis and management.
In addition, consumers and end-users have access to the Confidential Channel in order to raise any concerns and/or complaints relating to the principles set out in the Code of Ethics.
> For further information, please refer to the section "Confidential Channel" in the chapter "Ethics and compliance".
It should be noted that, in line with Regulation (EU) 2023/988 on general product safety, Fluidra makes clear and accessible information available to consumers regarding any product considered non-compliant or unsafe, including instructions on how to proceed. This information is published, where applicable, on the corporate website or through official platforms such as Safety Gate.
Adoption of measures related to material incidents, risks and opportunities
ESRS S4-4; ESRS 2 MDR-A
New product development
At Fluidra, we have a New Product Development (NPD) process, which covers the identification of a need, design and testing, through to the final production of the item for its launch and commercialisation. The process begins with the identification of a market need by the Marketing Department or by the different distributors. Based on this, a Basis of Interest (BoI) is developed, in which the general lines of the project or product to be developed in order to meet that need are presented.
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2025 CONSOLIDATED MANAGEMENT REPORTS
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Once this Bol has been submitted, the process moves into the feasibility phase, during which a pre-business plan is prepared. This document already sets out the product specifications,
target prices and costs, as well as the planned investments. Taking these assumptions into account, an initial sales forecast is prepared in order to assess the project's potential.

NEW PRODUCT DEVELOPMENT (NPD)
When the plan is validated and approved, the design phase begins, during which the different assumptions are analysed in greater detail and the time required for product development is assessed. On this basis, the final business plan is prepared and submitted for approval once again. If approval is obtained, the industrialisation process begins, which will conclude with a pilot test prior to final commercialisation.
In addition, since 2023, the new product development process has incorporated sustainable product indicators, regardless of whether products are manufactured in our own facilities or by third parties under our criteria.
In order to prevent any negative impact on consumers and end-users, the new product development process (including the review and/or update of existing products) incorporates a set of controls to be carried out at the end of each phase of the process, in order to ensure that the products we place on the market comply with all requirements in terms of quality, safety, compliance, among others.
In the event that any deviation is detected during inspection or testing, the product or service is contained, corrected and re-inspected before moving on to the next phase.
Regulatory compliance
During the 2025 financial year, the Product Compliance Department has developed new initiatives aimed at strengthening the management of regulatory risks in this area. In this regard, a contract has been signed with P2P Compliance and Risk, with an initial duration of six months from September, to carry out a pilot project that will enable a comprehensive assessment of product regulatory compliance and the applicable regulatory developments for each catalogue category. This project also aims to be integrated with other areas of the Group, such as Sustainability and Tax, thereby fostering a cross-functional approach to risk management.
In addition, in the area of chemical products, monitoring of various regulations has continued and work has been carried out on the definition of specific product categories tailored to
Fluidra, in order to ensure more precise control adapted to the particularities of the business.
Among the measures planned for 2025 are strengthening the mechanisms for identifying and monitoring regulations in the most relevant regions, participation in working groups and standardisation initiatives related to regulations applicable to products in the sector, increasing the controls foreseen in the new product development process, as well as carrying out internal and external audits to review the most critical products in our catalogue.
Training programmes
In 2025, we strengthened the training of our teams in the Global Fluidra Quality Management System (QMS) in order to improve the preventive management of quality risks and ensure the consistent application of our standards across all regions. These training activities enable teams to understand how their decisions and daily activities contribute to QMS performance and to the achievement of quality objectives.
In addition, we delivered specific training for managers and functional leaders on QMS governance, responsibilities and processes, and developed sessions for process owners and support functions focused on control plans, non-conformity management, change control and documentation.
We also strengthened the capabilities of cross-functional teams in root cause analysis and structured problem solving through 8D, BPS and EPS methodologies, and offered introductory modules for new hires on our Quality Policy, customer centricity expectations and the key practices of the system.
Furthermore, we completed the eighth year of our Global Training Program, under which we selected at least ten professionals from all regions for training and certification by the American Society for Quality in Quality Management, Reliability Engineering, Software Quality, Quality Engineering, Quality Auditing and Quality Inspecting.
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Connected products
Finally, with regard to the incidents and risks that may arise from connected products, the digital solutions team, in collaboration with the cybersecurity and data protection teams, have continued to implement measures to strengthen their security, as well as to ensure compliance with privacy regulations, both in applications and on our websites.
For more information, please refer to the "Actions and resources" section in the "Information Security and Cybersecurity" chapter.
As a result of these actions, in 2025 we did not receive any notifications of serious human rights violations, nor of breaches or losses of customers' and/or consumers' personal data.
Other actions
With regard to actions aimed at enhancing positive impacts and material opportunities, their management is integrated into other areas of the organisation. On the one hand, actions to promote pool accessibility and safety are managed within the framework of the positive pool strategy and the initiatives of the Fundació Fluidra.
Within the framework of our relations with lobbying groups, we promote and advocate for the adoption of regulations that make the installation and use of products that contribute to reducing the environmental impact of pools mandatory, such as covers, which also provide safety benefits by preventing accidental drownings.
Celebration of the world drowning prevention day.
METRICS AND TARGETS
ESRS requirements
Targets related to the management of material incidents, risks and opportunities
ESRS S4-5; ESRS 2 MDR-T
We do not have targets related to the management of material incidents, risks and opportunities concerning consumers and end-users. Nor is their definition planned in the short term.
Entity-specific disclosures
Complaints received and their resolution
ESRS 2 MDR-A
In 2025, a product recall notice was managed following the identification that a phosphate reagent container may violate the Federal Hazardous Substance Act and the Poison Prevention Packaging Act, affecting a total of approximately 10,000 units. The recall was triggered by the absence of child-resistant packaging and appropriate labelling
The recall was limited to certain products in the United States and was conducted through the United States Consumer Product Safety Commission (CPSC). The packaging and labelling of the affected product were corrected, recall notices appeared on the CPSC website and on social medial channels, and customers were offered a refund for non-expired products. There were no reported incidents or injuries related to this product.
These measures made it possible to mitigate the identified risk and ensure compliance with applicable safety regulations, thereby reinforcing consumer protection and regulatory compliance.
It should be noted that all information relating to the recall and/or repair of affected products is made available through various channels. Fluidra communicates potentially hazardous products through the channels enabled by national authorities or via the Safety Gate portal, in collaboration with bodies such as the ACCC in Australia or European consumer protection authorities.
| 2025 | 2024 | |
|---|---|---|
| Number of recalls | 1 | 2 |
| Total units recalled | 10,000 | 20,450 |
| Total monetary losses due to legal proceedings related to product safety (€) | 0€ | 0€ |
Quality Management System certification
ESRS 2 MDR-A
The Polinyà RSD laboratory obtained ISO 9001 certification.
Certifying our main facilities in accordance with the ISO 9001 standard continues to be a business priority. In this regard, as at the end of the 2025, financial year, 13 of our subsidiaries were certified under this standard.
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ISO 9001 CERTIFICATIONS (CURRENT CERTIFICATION)
| Company | Certification date | Expiry date |
|---|---|---|
| Fluidra Brasil Indústria e Comércio, LTDA | 25/2/2023 | 16/2/2026 |
| Fluidra Global Distribution, S.L.U. | 12/1/2025 | 11/1/2028 |
| Fluidra Industry France, S.A.S. | 3/2/2025 | 2/2/2028 |
| Fluidra Waterlinx Pty, Ltd. | 17/6/2025 | 16/7/2028 |
| Manufacturas GRE, S.A.U. | 26/2/2025 | 24/2/2028 |
| Talleres del Agua, S.L. | 9/11/2025 | 8/11/2028 |
| Zodiac Pool Care Europe, S.A.S. (I+D Belberaud) | 10/1/2025 | 10/1/2028 |
| Taylor Water Technologies, LLC | 11/7/2024 | 10/7/2027 |
| Ningbo Dongchuan Swimming Pool Equipments Co., Ltd. | 4/6/2024 | 3/6/2027 |
| Cepex, S.A.U. | 28/9/2024 | 27/9/2027 |
| Inquide, S.A.U. | 15/9/2024 | 14/9/2027 |
| Sacopa, S.A.U. | 5/8/2024 | 4/8/2027 |
| Trace Logistics, S.A. | 9/1/2024 | 8/1/2027 |
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RELATIONSHIP WITH CLIENTS
"At Fluidra, our customers are at the center of everything we do. We are committed to helping them grow their business by consistently delivering innovative products, quality, and service"
Clara Valera
Corporate Strategy and Business Development Senior Director
INTRODUCTION
The content of this chapter includes entity-specific material disclosures.
We operate under a B2B model, both physical and online, which is primarily aimed at professionals in the pool sector: builders (dedicated to the construction of new pools or facilities), service technicians (responsible for the optimal maintenance of pools and for carrying out the necessary repairs) and distributors (focused on selling products to professionals in the pool sector, either through online channels or physical stores).
In the field of commercial pools, we also have other customers, both public and private, responsible for the management and/or operation of aquatic, sports or wellness facilities, among others. For these customers, we have an engineering team based in Europe, responsible for the conception, design and construction of Olympic pools, sports pools, leisure pools, fountains, spas and lagoons worldwide.
Finally, in some cases, we also act as an original equipment manufacturer (OEM). Our manufacturing facilities supply parts and components to our customers' production centres so that they can assemble their products.
Although our main route to market is distribution, we also ensure direct access for consumers and pool owners through the mass market channel and other direct-to-consumer sales platforms, such as e-commerce channels.
In this way, we ensure the availability of our products online, where consumers research and make their purchases, as well as in local specialised pool stores and large retail outlets, where they can receive advice from sales staff before purchasing the products.
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
At Fluidra, we believe that proximity and in-depth knowledge of the local market are key to providing the best service to our customers. For this reason, we manage our commercial relationships at local level through specialised teams in each country or region in which we operate. This model allows us to:
- Better understand customer needs: each market presents unique characteristics in terms of regulations, trends and consumer preferences. Having local teams enables us to adapt in an agile and effective manner.
- Offer a closer and more personalised service: by operating directly in each country, we provide support in the local language and with a deep understanding of the most appropriate solutions for each customer.
- Optimise logistics and response times: local management facilitates the distribution of products and services, reducing delivery times and ensuring a better purchasing experience.
- Strengthen long-term relationships: proximity to our customers allows us to build lasting collaborations based on trust, supporting them in their projects with expert advice and tailored solutions.
Our relationships with customers vary slightly between the residential pool business and the commercial pool business, as well as by region. In EMEA and APAC, a significant portion of distribution is carried out through our own network, while in North America the predominant model is based on external B2B distributors that supply pool equipment and products to both professionals and end consumers.
Regardless of the region, each has its own sales, marketing and customer service teams, which report to their respective regional directors, all of whom are members of the Executive Committee (MAC).
Both the Executive Committee (MAC) and the Board of Directors receive information at least twice a year on the results of the customer satisfaction survey, as this metric is linked to the Group's annual incentive plan. This communication is carried out by the regional directors, as well as by the Sustainability Department.
For further information, please refer to the section "Integration of sustainability-related performance in incentive schemes" within the chapter "ESRS 2. General Information".
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STRATEGY
Material incidents, risks and opportunities
ESRS 2 SBM-3

As a result of the materiality assessment, we have identified two impacts and one opportunity associated with our relationships with customers. No material risk has been identified.
Firstly, we have identified that we currently generate a positive impact on customers through the training programmes delivered via the Fluidra PRO Academy, as well as other initiatives aimed at fostering the growth of their businesses.
This enables us to enhance the short-term opportunity identified in this area, namely customer satisfaction and their engagement with Fluidra, which we measure annually through the "Voice of the Customer" programme. The implementation of programmes aimed at fostering the loyalty of pool professionals, together with the active listening to their needs through satisfaction surveys, represents an opportunity to strengthen relationships with this key stakeholder group. These mechanisms allow for the identification of areas for improvement in products, services and support processes, thereby increasing the satisfaction and engagement of professionals. They also foster long-term relationships, generate greater trust in the brand and contribute to differentiating the Company from its competitors by positioning it as a strategic partner that values and responds to the needs of its network of collaborators.
On the other hand, the second material impact identified is a long-term negative impact associated with potential inappropriate behaviours by Fluidra or its personnel when interacting with our customers (e.g. transfer of customers from one agent to another; lack of empathy or rude behaviour; slow response times; excessive use of automation; and insufficient support tools).
Compared to the double materiality assessment carried out in 2023, in 2025 the potential medium-term risk of reputational impact arising from actual or perceived poor practices involving key customers has not been considered material. Instead, the opportunity related to fostering the loyalty and satisfaction of pool professionals has been identified as material.
All material impacts and risks in this area are covered by the minimum disclosure requirements established in the ESRS. Likewise, no material current effects on the Company's financial position have been identified.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies adopted to manage sustainability matters related to customers
ESRS 2 MDR-P
One of Fluidra's core values is to create value for customers through collaboration. This principle is reflected in our ESG Policy, which sets out the fundamental principles for interaction and for building trust-based relationships with the Company's stakeholders, including our customers.
> For further information, please refer to the section "SBM-2. Interests and views of stakeholders".
Likewise, the Fluidra Code of Ethics establishes the following commitments in relation to customers:
- To promote fair and responsible marketing practices, ensuring transparent communication on the economic, environmental and social impacts of our brands, products and services.
- To educate and inform customers through truthful and accurate statements in advertising, marketing and communications in general.
- To respect customers' freedom of choice and avoid content that may be misleading or limit their ability to make the best decisions according to their specific needs.
> For further details on the scope and objectives of the Code of Ethics, please refer to the chapter "Ethics and regulatory compliance".
As mentioned above, the management of client relationships is carried out at local level. Therefore, in addition to the global policies referred to, each region and/or subsidiary defines its own operational guidelines for interaction with customers, as well as the communication protocols for social media publications.
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Actions and resources related to clients
ESRS 2 MDR-A
Collaboration with clients
At Fluidra, we are committed to helping our customers grow their businesses by providing high-quality products and innovative services.
Our approach goes beyond direct contact with pool industry professionals; we also provide them with a range of sales tools to help them recommend the best solutions for each consumer.
To achieve this, each year we develop a series of initiatives whose effectiveness is measured through the "Voice of the Customer" programme and the recognition granted by pool industry professionals at key industry events.
> For further details on the awards received in 2025, please refer to the chapter "1.2.4.2. Innovation: diving into the future".
> Fluidra NA: For the fifth consecutive year, we've been honored by some of our valued distribution partners for excellence in performance, partnership, and customer experience. This year's recognitions include:
> - IDN: Vendor of the Year and Sales & Marketing of the Year
> - WINDO: Vendor of the Year
> - POOLCORP: Customer Experience Award
> These achievements are a reflection of our consistency, commitment to our core values, and the dedication of every team member who makes success possible year after year.
International Pool Pro Day
Every 7 September, the pool industry comes together to celebrate Fluidra International Pool Pro Day, a day dedicated to recognising the invaluable contribution of pool industry professionals worldwide.
For the 2025 edition, Fluidra North America organised several social media contests that highlighted the projects and expertise of industry professionals, ranging from retail and distribution to service technicians and builders. In addition, we continued our tradition of collaborating with PoolPro Magazine, the Pool & Hot Tub Alliance (PHTA), the Master Pool Guild (MPG) and the Independent Pool and Spa Service Association (IPSSA) to publish a letter in the September edition of PoolPro Magazine, expressing our appreciation to the professionals who make every pool experience possible.
Fluidra Pro Academy
Through the Fluidra Pro Academy, we provide our sales teams and pool industry professionals with a wide range of training materials to help them deliver a more effective and efficient service to their customers.
These courses are designed to offer comprehensive training on installation, operation and troubleshooting through applied learning techniques. As a result, participants acquire a solid understanding of the basic principles of pool operation and of our products, while also improving their practical training and skills.
The online academy offers exclusive content available at all times, including videos, tutorials and the latest industry developments. In addition, professionals can take part in face-to-face training workshops held at the Fluidra PRO Centers (EMEA and APAC), as well as at events organised in various cities across the United States of America.
Fluidra ProClub
To support independent professionals in the pool industry and reward their collaboration with the Company, each market defines a set of specific incentives within the Fluidra PRO Club loyalty programme.
The details of our loyalty programmes vary by region, but generally include sales incentives, support in generating business opportunities, exclusive access to marketing and business tools, and opportunities to participate in exclusive conferences or incentive trips.
The loyalty programmes are tailored to all segments of the professional pool industry. In North America, Fluidra offers a core rewards programme called Fluidra PRO Rewards, together with specialised programmes such as ServicePro for spare parts distributors, ProEdge for pool builders and Retail Select for retailers. Each of these programmes features a structured incentive system and support mechanisms designed to help each segment grow.
Other initiatives to support business growth
At Fluidra, we also launch various initiatives to support and help professionals grow their businesses.
In South Africa, we support Pool Xpert, a voluntary network of accredited and trusted professionals in the pool industry who seek to enhance their visibility and credibility among end consumers. Through this initiative, professionals gain access to Fluidra's leading brands and a range of strategic support services that help them develop their businesses without losing their own identity.
To further strengthen support for local professionals in the South African market, Fluidra PRO Xpress was launched in 2023. This initiative is designed to engage and support independent pool industry professionals who operate on a mobile basis, without a fixed physical address.
To assist them, we have developed a mobile application that allows professionals to place product orders directly through the app. In return, we offer same-day delivery at no additional cost (for locations within a 50 km radius) to the specified destination.
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Voice of the Customer
For Fluidra, understanding our customers' opinions and experiences is essential in order to take their needs and expectations into account in the Organisation's day-to-day decision-making. This is precisely the purpose of our Voice of the Customer (VoC) programme.
The platform currently operates with customers in more than 50 countries across the three regions and covers all customer communication channels, including customer service (daily interactions through our telephone lines, email and customer service teams), transactional surveys, and satisfaction and engagement surveys conducted at least once a year, which take customer feedback into account in the development of products and services.
In addition to this programme, all Fluidra subsidiaries also make various channels available to customers through which they can raise technical queries about the sector, product specifications, quality incidents, among other aspects related to the products we manufacture and/or market.
Customer service
Fluidra's customer service tool provides pool industry professionals with several channels through which they can submit enquiries or raise questions in the following areas:

SALES SUPPORT
Enquiries related to discounts, availability and order processing.

AFTER-SALES SERVICE
Handling enquiries related to product incidents or the management of repairs.

ORDER STATUS
All enquiries regarding order status or delivery.

TECHNICAL INFORMATION
Contact with specialised professionals to resolve product-related technical enquiries.
In line with our commitment to operational excellence and quality, at Fluidra we pay particular attention to all incidents, complaints and dissatisfaction reported by customers in relation to the products that the Group manufactures and/or markets. To this end, we use different transactional surveys and conduct an in-depth analysis of feedback received through other platforms.
Relationship survey
At least once a year, we launch a relationship survey to understand our customers' opinions, analyse their needs and experiences, and take the necessary measures to meet the
highest standards of satisfaction in terms of product quality, service and processes from the customer's perspective.
In 2025, more than 35,623 customers worldwide were invited to complete the questionnaire. Participation remained stable compared to 2024, reaching $16.3\%$ , which equates to a total of 5,789 respondents (compared to 5,124 and $17\%$ in 2024).
Based on the responses obtained from the survey, we calculate the following metrics at global and/or regional level:
- Customer Satisfaction Index: we use this index to measure customer satisfaction based on the likelihood that customers would recommend Fluidra to a friend or family member. The question is based on a scale from 0 to 10, where 0 means "Very unlikely" and 10 means "Definitely would recommend".
For further information on the results achieved by the Company in 2025 and the related targets, please refer to the section "Customer satisfaction".
- Customer life-cycle measurement: we also leverage the survey results to measure customer satisfaction across thirteen stages of the customer journey, from pre-sales support and training through product quality and post-sales support.
In addition, we analyse the responses using a close-the-loop approach, whereby we assign a team member specialised in the relevant area to follow up on customer feedback and gain an accurate understanding of their needs and expectations.
RELATIONSHIP SURVEY PROCESS

COLLECT DATA

CLOSE THE CIRCLE

ANALYZE DATA

SHARE

IMPROVE
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Subsequently, we share the information with the interdisciplinary and cross-functional group, made up of members from the Quality, Finance, Customer Experience, Sales and Marketing departments, among others, which is responsible for defining and driving action plans and improvements for each region and business account. Finally, the results were presented to the Executive Committee (MAC) to review variations in the survey scores and the action plans.
Other surveys
Throughout the year, we carry out additional surveys to assess customers' perceptions and satisfaction in relation to the features of new products (e.g. robots), the services provided (e.g. warranty management), promotional campaigns and organised events.
METRICS AND TARGETS
Entity-specific disclosures
Customer satisfaction
ESRS 2 MDR-M; ESRS 2 MDR-T
In 2021, following the approval of the Sustainability Master Plan, we established annual targets linked to our global customer satisfaction index.
As mentioned in the previous section, the customer satisfaction index is calculated based on the responses collected in the Relationship Survey. As a result, we obtain a satisfaction score by country and by region, which is then consolidated at a global level.
Up until 2024, in order to obtain the global result, the regional results were weighted according to each region's share of sales. This calculation methodology aimed to balance differences between regional business models, attempting to make the global result as representative as possible of the Group's overall reality.
In 2025, the methodology was revised, moving from a regional approach to a unified global calculation that applies the actual indicator formula, calculating the difference between the total percentage of promoter customers and the total percentage of detractor customers. This update makes it possible to obtain a homogeneous and representative result of customer satisfaction across all the regions in which we operate.
Under this new methodology, the global satisfaction index for 2025 stood at 7.7 out of 10, representing a $5\%$ increase compared to 2024 (7,3). This improvement made it possible to achieve the target set for 2025, which was 7.4.
By region, the results obtained show high levels of satisfaction across all the regions analysed, with scores ranging between 7.29 and 8.89 points. In the EMEA region, the satisfaction index reached 7.3 points (6,9 in 2024), exceeding the target set at 7.1. In APAC, the index stood at 7.7 points (6,18 in 2024), also above the target of 7.1. In the AMER region, the satisfaction index was 8.9 points (8,9 in 2024), slightly below the target set at 9.0, while still remaining at a high level of satisfaction.

GLOBAL

EMEA

AMER

APAC
| Performance | Objective | Performance | Objective | Performance | Objective | Performance | Objective | |
|---|---|---|---|---|---|---|---|---|
| SATISFACTION INDEX (0-10) | 7.7 | 7.4 | 7.3 | 7.1 | 8.9 | 9.0 | 7.7 | 7.1 |
| PARTICIPATION RATE (%) | 16% | N/A | 26% | N/A | 7% | N/A | 23% | N/A |
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4. GOVERNANCE INFORMATION
ESRS G1. Business conduct
Market competition
Tax
Information and Cybersecurity
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ESRS G1. BUSINESS CONDUCT
"Internal Audit and Compliance plays a key role in strengthening trust, transparency and the creation of sustainable value across the Group. In 2025, the function continued to evolve towards a more risk-based, forward-looking and integrated approach, reinforcing governance, internal control and compliance frameworks in a complex and changing environment. Our purpose is to provide independent assurance, analysis and advice to the Board and Management, supporting informed decision-making and the achievement of strategic objectives, while promoting an ethical culture and responsible business conduct across all geographies"
Nicolas Martinez
Global Internal Audit & Compliance Director

Ethics and compliance
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
The Board of Directors, through the Audit and Sustainability Committee, is ultimately responsible for overseeing the operation of and compliance with the Group's compliance model, in accordance with the provisions set out in the Audit and Sustainability Committee Regulations and the Compliance Function Directive.
The Committee is supported, on the one hand, by the Global Internal Audit & Compliance Director, for the supervision of the proper implementation of the necessary actions, and, on the other hand, by the Ethics Committee, to carry out the relevant investigations in the event of any potential reported non-compliance.
The area reporting to the Group's Global Internal Audit & Compliance Director has the mandate to promote a preventive culture based on the principle of "zero tolerance" towards any misconduct and on the principles of ethical and responsible behaviour within the Company, as well as in its relationships with customers, suppliers and any other third parties.
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In the performance of his duties, the Global Internal Audit & Compliance Director is supported by the Compliance Coordination Committee, an advisory body composed of the Global Internal Audit & Compliance Director Officer, the CFSO, and the Directors of the Legal and Human Resources areas. The Committee is responsible for promoting compliance with the highest Compliance standards throughout the Fluidra Group. To this end, it holds quarterly meetings at which it is informed of the main compliance actions carried out in relation to Health and Safety, Environment, Cybersecurity, Data Protection, Product Compliance, Tax, Securities Market Regulations and Competition Defence, Criminal Prevention and International Sanctions.
Throughout the 2025, financial year, the Committee was informed about actions related to compliance with criminal regulations, competition law, taxation, environmental compliance, cybersecurity, compliance with commercial regulations, data protection, among others. With regard to the remaining areas under its supervision, information is provided in the corresponding sections of this Consolidated Non‐Financial Information Statement and Sustainability Information.
On the other hand, the Ethics Committee is responsible for managing communications sent through the Confidential Channel, in order to address any queries or concerns raised, as well as for carrying out the appropriate investigations where the correspondence contains information about a potential breach of the Code of Ethics or any other regulation.
The Committee is composed of the Global Internal Audit & Compliance Director, the Director of Human Resources and the Director of the Group Legal area, and meets at least on a quarterly basis, although it may meet as often as necessary for the proper performance of its duties. Accordingly, in 2025 it met a total of six times (four times in 2024) to monitor the reports received and the status of ongoing investigations.
Finally, the Global Internal Audit & Compliance Director reports to the Committee at least once a year on the main activities of both Committees.
STRATEGY
Material incidents, risks and opportunities
ESRS 2 SBM‐3
As part of the materiality assessment, we have identified one negative impact, three positive impacts, one risk and one material opportunity.
Firstly, we have identified a potential short‐term negative impact on the rights of stakeholders in the event that we are unable to identify practices related to corruption and bribery within our own operations.
Secondly, we have identified three current short‐term positive impacts across our entire value chain. Firstly, the existence of corruption and bribery prevention and detection mechanisms throughout the upstream value chain. Secondly, the implementation of measures in own operations and in the downstream value chain to build trust among employees and vulnerable communities through the Confidential Channel and the Speak Up Policy. Thirdly, the consolidation of a corporate culture that promotes ethical values and responsible practices throughout the organisation.
With regard to risks, this year we have identified a potential regulatory risk that could materialise in the event of non‐compliance with applicable legislation on corruption and bribery, money laundering and trade sanctions (sanctioned territories), which could result in negative economic or reputational consequences.
As regards opportunities, in 2025 we have identified a short‐term opportunity in our own operations related to transparency in non‐financial information. Improving transparency in information disclosure can strengthen investor confidence and provide a clearer view of investment returns, which represents a valuable opportunity for us.
All material impacts, risks and opportunities identified are covered through the disclosure requirements established in the ESRS.
In the previous financial year, we reported a potential negative impact related to failures in whistleblowing channels, and this year we have mapped the impact as positive thanks to internal policies and control mechanisms. A risk of non‐compliance with local and international legislation on bribery, corruption, market competition, fraud and trade sanctions, among others, was also identified, due to our presence in countries considered to be at high or extreme risk in these matters, which we have also mapped this year. In addition, we have added three further risks arising from global political and regulatory changes, activist pressure and the challenges of the Simplification Programme. Finally, we have added a strategic opportunity related to transparency in non‐financial information.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Business conduct and corporate culture policies
ESRS G1‐1; ESRS 2 MDR‐P
We have an internal regulatory framework of Policies, Directives and Procedures, promoted by the area reporting to the Group's Global Internal Audit & Compliance Director, which defines and specifies the lines of conduct to be followed both by the Group's employees and by other individuals and organisations with which we maintain business relationships. These standards are periodically reviewed in order to foster the continuous improvement of our compliance management systems.
General business conduct policies
The Code of Ethics and the Code of Ethics for Suppliers constitute the Group's main business conduct policies, as they set out the principles that must guide the conduct of own workforce and suppliers, respectively, in order to ensure ethical and responsible behaviour throughout the value chain.
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With regard to the Code of Ethics, all individuals who join the Fluidra Group receive, at the time of their onboarding, training on the commitments and principles of the Code of Ethics, which they are required to read and accept.
In the case of the Code of Ethics for Suppliers, all direct (Tier-1) suppliers are required to accept compliance with its principles, either explicitly or through the clause included in purchase orders, unless they already have a similar code aligned with the 10 Principles of the United Nations Global Compact. In addition, in order to raise awareness of the commitments set out in the Code and encourage suppliers to cascade these commitments throughout their own value chains, in 2021 the Company launched a training plan on the Code, prioritising suppliers classified as critical.
For further information in this regard, please refer to the chapter "Management of relationships with suppliers".
In addition, the area reporting to the Group's Global Internal Audit & Compliance Director has promoted the Crime Prevention Policy, derived from the Code of Ethics, which constitutes the standard on which Fluidra's Global Crime Prevention Model is based.
Among other aspects, the Policy defines the main elements available to the Company (identification of criminal risks, definition of controls, roles and responsibilities, documentation) and the human and financial resources in place to prevent any type of breach of applicable laws, especially those acts that could be classified as criminal offences under the Spanish Criminal Code or the legislation applicable in the countries in which Fluidra operates. These elements include the definition of an Annual Training Plan for all own workforce, which comprises monthly, bi-monthly and/or quarterly courses (depending on the nature of each course) covering the different areas that make up the Global Crime Prevention Model.
| Code of Ethics | Code of Ethics for suppliers | Crime Prevention and Control Policy | |
|---|---|---|---|
| Date | Initial approval: December 2018. Last review: May 2024. | Initial approval: September 2019. Last review: May 2024. | Initial approval: July 2016. Last review: February 2024. |
| Responsible body | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. | Board of Directors of the Fluidra Group. |
| Objectives | The Fluidra Code of Ethics sets out the guidelines to be followed by the individuals that make up the Fluidra Group (as established in the section “Scope of application”) in the performance of their professional duties, including any relationship with the Company's stakeholders. | The Fluidra Code of Ethics for Suppliers establishes the guidelines to be followed by all suppliers of the Fluidra Group and their employees in the performance of their business relationships with Fluidra worldwide. | To establish the foundations of the Fluidra Group's Global Crime Prevention Model. |
| Scope of application | Members of the Board of Directors, executives and own workforce of Fluidra S.A. and its subsidiary companies, including all companies in which Fluidra S.A. holds, directly or indirectly, a majority of the shares, equity interests or voting rights and/or companies in which it has appointed or may appoint the majority of the members of their corporate management teams, thereby exercising effective control over the company. This Code also applies, where relevant, to temporary joint ventures, joint ventures and other equivalent associations led by Fluidra S.A. | All direct suppliers of Fluidra S.A. and its subsidiary companies. | All own workforce, including managers and directors of the Fluidra Group, including those investee companies over which the Company exercises effective control, within the limits established by the applicable regulations. Its application also extends to individuals or entities that do not belong to Fluidra, provided that they maintain a commercial or professional relationship with the Company and their actions represent a risk or liability for it, or may directly or indirectly affect its reputation or good name. |
| Third-party standards and initiatives considered | ·The International Bill of Human Rights. ·The Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). ·The Ten Principles of the United Nations Global Compact. | ·The International Bill of Human Rights. ·The Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). ·The Ten Principles of the United Nations Global Compact. | ·Organic Law 10/1995 (Spanish Criminal Code). ·Circular 1/2016 of the Office of the Attorney General (Spain). ·UNE 19601 & UNE-ISO 37301. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
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Anti-corruption policy
At Fluidra, we also have an Anti-corruption Policy, which develops and reinforces the Company's commitment to zero tolerance towards any act that may be considered corruption, bribery or fraud, as well as any other offence or conduct that runs counter to the principles set out in the aforementioned policies. This Policy is consistent with the Ten Principles of the United Nations Global Compact, as well as with the United Nations Convention against Corruption.
With the fundamental objective of preventing corruption in all its forms, the Policy sets out the general principles of conduct and guidelines to be observed by own workforce, as well as by any third party that maintains a commercial or professional relationship with Fluidra, in relation to the following matters:
- Conflicts of interest.
- Facilitation payments.
- Contributions to political parties.
- Donations to charitable organisations and sponsorships.
- Relationships with public officials (with regard to gifts, promises, advantages or benefits).
- Commissions, payments or benefits from third parties.
- Relationships with suppliers, distributors or agents.
- Due diligence procedures in merger, acquisition or strategic alliance (joint venture) processes.
Any breach or conduct related to corruption and bribery will be handled confidentially through the Confidential Channel, in accordance with the procedures established in the relevant internal regulations.
The positions within the Company that, by virtue of their functions, are exposed to a higher risk of corruption and bribery are the members of the Executive Committee (MAC) and their direct reports (MAC-1), as these are the individuals with sufficient authority to engage in conduct typically associated with offences such as active bribery, influence peddling, embezzlement and other similar offences that may be considered "corruption".
To this end, the Group's Compliance Model establishes a series of controls to mitigate exposure to these risks.
| Anti-corruption Policy | |
|---|---|
| Date | Initial approval: July 2016. |
| Last review: February 2024. | |
| Responsible body | Board of Directors of the Fluidra Group. |
| Objectives | To emphasise the express prohibition of tolerating any form of corruption established in the Code of Ethics and the Code of Ethics for Suppliers, and to establish the general principles that serve as guidance for conduct in order to prevent any breach in this area. |
| Scope of application | All own workforce, including managers and directors of the Fluidra Group, including those investee companies over which the Company exercises effective control, within the limits established by the applicable regulations. |
| Its application also extends to individuals or entities that do not belong to Fluidra, provided that they maintain a commercial or professional relationship with the Company and their actions represent a risk or liability for it, or may directly or indirectly affect its reputation or good name. | |
| Third-party standards and initiatives considered | The Ten Principles of the United Nations Global Compact. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). |
Trade sanctions policies
In 2021, the Executive Committee (MAC) approved a Global Sanctions Directive, the aim of which is to prevent breaches of trade sanctions laws in force in the countries in which the Group operates (in particular those implemented by the European Union and its Member States, the Office of Foreign Assets Control of the United States Department of the Treasury, or the United Nations Security Council, among others), to avoid the appearance of irregularities, and to enable Fluidra to respond swiftly and effectively to any enquiries regarding its conduct in relation to such laws.
The Directive applies to all Fluidra operations worldwide, including all its subsidiaries, as well as to all directors, senior executives and the rest of the own workforce of the aforementioned entities. Unlike previous standards, as it does not have the status of a policy, the document is only available to own workforce through the corporate intranet.
Under this standard, Fluidra or any of its subsidiary companies are prohibited from maintaining business relationships with any distributor, customer or supplier that involves or benefits, directly or indirectly, any territories, countries, institutions or individuals located in embargoed or restricted territories. The Directive applies to the actions, decisions and/or measures adopted by own workforce in the performance of their duties and therefore provides general guidance on the main scenarios they may face.
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In the event that any subsidiary identifies a business relationship with a distributor, customer, supplier or partner affected by the regulations, it must immediately notify the area reporting to the Group's Global Internal Audit & Compliance Director Officer and terminate the business or commercial relationship.
In September 2025, the Global Sanctions Directive was reviewed and updated in order to keep its compliance framework up to date and ensure alignment with international regulations in this area.
Whistleblower reporting and whistleblower protection policies
Finally, the Company has a Speak Up Directive and a Communication Management Procedure, through which the Confidential Channel is established as the main mechanism for reporting unlawful conduct in any of the activities that make up Fluidra's value chain. These also describe the process and operating principles of the channel, as well as the rights of both reporting and reported individuals.
This regulation was approved in 2023 with the aim of ensuring compliance with the provisions of Law 2/2023, of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption, which transposes into Spanish legislation the requirements of Directive (EU) 2019/1937.
The Confidential Channel is an internal mechanism defined by the Company; however, its management has been outsourced in order to allow any stakeholder of the Company to submit a report anonymously (if they so wish). This provides greater confidentiality and security to the channel itself, as well as increased trust and protection for reporting persons. In addition, the channel is available online (via mobile or computer) in 16 languages, in order to promote accessibility for all stakeholders.
Through Fluidra's Confidential Channel, communications related to the contents of the Code of Ethics, as well as any other regulations of the Fluidra Group, may be submitted. This includes the following matters:
- Conflicts of interest.
- Discrimination or harassment.
- Disclosure of confidential information.
- Breach of tax regulations.
- Breaches of health and safety regulations.
- Accounting or financial irregularities.
- Retaliation.
- Bribery and corruption.
- Insider trading.
- Improper use of intellectual property.
- Unauthorised or fraudulent use of the Company's facilities and equipment.
- Other unethical behaviour.
The management and resolution of the communications received fall under the responsibility of the Ethics Committee, in collaboration with the departments responsible for each matter, which adopt the necessary actions both to remediate the issues identified and to prevent similar risks in the future. These measures include reviewing policies and procedures, defining new controls, delivering training and communications to the workforce, or carrying out more detailed assessments.
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OPERATION OF THE CONFIDENTIAL CHANNEL
The principles governing the operation of the Confidential Channel are set out below:
Non-retaliation
We do not tolerate any form of threat or retaliation against any person who, in good faith, reports a potential breach. Any disclosure, concern or allegation made in bad faith (for example, a false accusation, lying or interfering during an investigation) may result in disciplinary measures.
Right to choose the communication channel
The right of any person to choose the channel they consider most appropriate for submitting a report, without being forced to use a specific one.
Right to limited information collection
In the process of submitting a report, we will not request data that is not strictly necessary for its processing, nor will we retain data that is not strictly necessary for the investigation.
Confidentiality and anonymity
Any report submitted through the Confidential Channel will be handled with the strictest confidentiality, in order to protect the reputation of the parties involved. This means that the information provided will only be disclosed to a limited number of persons directly involved in the investigation, following approval by the Ethics Committee.
The reporting process ensures that the reporting person may choose to raise their concern anonymously. In the event that confidentiality must be lifted (for example, due to legal requirements), the persons involved will be duly informed in advance.
Presumption of innocence
Protection of privacy, preservation of the right to honour of the reported persons, their presumption of innocence and right of defence, especially in the case of unfounded, false or bad-faith reports, against which the appropriate measures will be adopted.
This includes the right to a fair hearing. In the event that an internal investigation is carried out, any person involved will be informed that a concern has been raised about them.
Privacy
Protection of the privacy of all persons involved in the reporting of misconduct and safeguarding personal data against unauthorised access and processing.
Right to receive a response within a reasonable timeframe
The reporting person will receive an acknowledgement of receipt of their report within a maximum period of seven days from the date it is received by Fluidra. The investigation may not exceed three months from receipt of the communication, except in cases which, due to their complexity, require a longer investigation, in which case it may be extended by an additional three months.
For further information on the measures carried out to raise awareness of and train own workforce on the existence and operation of the channel, please refer to the section "Other actions and resources on ethics and compliance". Likewise, the section "Incidents, complaints and serious impacts related to human rights" provides information on the communications received through the channel and the measures adopted by Fluidra for their management.
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Speak Up Directive and Communications Management Procedure
| Date | Initial approval: june 2023 Last revision: not applicable. |
|---|---|
| Responsible body | Executive Committee (MAC) |
| Objectives | Explain how and when stakeholders can report, confidentially and without fear of retaliation, suspicions or facts of misconduct or illegal activities, as well as regulate the different phases of the life cycle of a communication or complaint received through the Confidential Channel. |
| Scope of application | Fluidra S.A. and those companies in whose share capital Fluidra S.A. owns, directly or indirectly, the majority of shares, holdings or voting rights, or in whose governing or administrative body Fluidra S.A. has appointed or has the power to appoint the majority of its members, in such a way that it exercises effective control over the Company. |
| Third-party standards and initiatives considered | Law 2/2023, of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption, which transposes into Spanish law the requirements of Directive (EU) 2019/1937. |
| Access to the document | Available to own personnel on the Group's corporate Intranet. |
Prevention and detection of corruption and bribery
ESRS G1-3
The actions carried out during the financial year in the area of anti-corruption have focused on strengthening the prevention and detection of any breaches in this area.
Firstly, the Annual Compliance Training Plan once again incorporated various courses addressing the commitments set out in the Anti-corruption Policy. Specifically, throughout 2025 accordance with the Code of Conduct, the prevention of corruption and bribery (including risks associated with third parties), the identification and management of conflicts of interest, as well as the acceptance or refusal of gifts. In addition, training on whistleblowing channels, reporting procedures and protection against retaliation was further reinforced.
The training included in the Plan is delivered to all own workforce, regardless of whether or not they perform functions considered to be high-risk. As a result, 3,159 people (including members of the Executive Committee) completed a total of 940 hours of training. By contrast, in 2025 no training was delivered to the Group's Board of Directors in this area.
ANTICORRUPTION TRAINING
| 2025 Professional category | Total number of people trained | % trained | Total hours |
|---|---|---|---|
| Board of Directors | 0 | 0% | 0 |
| Workforce | 3,159 | 47% | 940 |
| Executives | 36 | 1% | 10 |
| Management | 285 | 4% | 88 |
| Professionals | 728 | 11% | 213 |
| Technicians | 1,177 | 17% | 346 |
| Administration and support | 667 | 10% | 204 |
| Production | 266 | 4% | 79 |
| Total | 3,159 | 47% | 940 |
| 2024 Professional category | Total number of people trained | % trained | Total hours |
| --- | --- | --- | --- |
| Board of Directors | 0 | 0% | 0 |
| Workforce | 3,153 | 47% | 1,316 |
| Executives | 36 | 1% | 13 |
| Management | 271 | 4% | 113 |
| Professionals | 782 | 12% | 330 |
| Technicians | 1,207 | 18% | 518 |
| Administration and support | 635 | 9% | 257 |
| Production | 222 | 3% | 85 |
| Total | 3,153 | 47% | 1,316 |
Likewise, as described above, the Anti-corruption Policy is available to all stakeholders on the Group's corporate website. In addition, at the time of its launch, a communication was issued to all own workforce and the Policy was made available on the corporate intranet.
Furthermore, we have continued to work on raising awareness of the Confidential Channel as a mechanism through which to report any incident contrary to the principles set out in the Code of Ethics, including matters related to corruption and bribery. For further information on the actions carried out in this regard, please refer to the following section.
As with all other communications received through the Channel, in accordance with the Speak Up Directive and the Communications Management Procedure, the Ethics Committee is responsible for coordinating the corresponding investigation in collaboration with the relevant department, adopting the appropriate measures for each case (mitigation, internal sanctions, remediation, among others), and reporting the conclusions to the Audit and Sustainability Committee of the Board of Directors. It should be noted that, in the event that a report is received against one of the members of the Ethics
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Committee, the Group's regulations provide that the affected person is removed from the case management chain.
Other actions and resources related to ethics and compliance
ESRS 2 MDR-A
Training and awareness on the Confidential Channel
During 2025, we continued to work on the awareness-raising campaign regarding the existence and operation of the Confidential Channel within the framework of the Annual Human Rights Action Plan. Firstly, a Compliance Portal was launched on the MyFluidra corporate intranet, with the aim of raising awareness of the Compliance function, explaining its role within the Company and bringing the available resources closer to the entire workforce, including the Confidential Channel. In addition, an explanatory video featuring the Compliance team was launched, which helped to raise awareness of the importance of speaking up, explain the reporting and follow-up procedure for reports, and reinforce trust in the guarantees of the investigation process.
These actions were carried out with the objective of continuing to foster own workforce's trust in the channel and consolidating a culture of integrity within the organisation. As a result, in 2025 the number of reports received increased by 36% compared to 2024.
In this regard, during the financial year the training content relating to the Code of Ethics was updated in order to align it with the revised version published in 2024. The course was launched in August and includes a specific module on the Confidential Channel, including a video explaining its operation, as well as the rights and guarantees it offers to those who use it.
Monitoring of business transactions
With the aim of minimising the risk of carrying out transactions not authorised under the Sanctions Directive (and, therefore, of breaching any applicable local regulations in this area), the Company conducts an ex ante review of all partners or subcontractors involved in projects with a value exceeding 500,000 euros, or that are located in restricted territories regardless of the amount.
In addition, it carries out ad hoc controls on all transactions carried out with distributors and customers located in restricted territories that have purchased products or services from Fluidra for a volume of at least 300,000 euros in the previous year, as well as quarterly ex post reviews of all distributors and customers located in any restricted territory with a cumulative transaction volume of at least 20,000 euros.
The purpose of these actions is to identify whether Fluidra has carried out or plans to carry out business with a sanctioned person or entity, in order to take the necessary measures to prevent or remedy such situations.
During 2025, as in the previous year, no incidents were detected through the monitoring procedures carried out by the Compliance Department.
METRICS AND TARGETS
ESRS requirements
Communications received in the Confidential Channel
ESRS G1-4
In 2025, a total of 30 communications were received through the Group's confidential channel (22 in 2024).
With regard to communications concerning alleged cases of corruption, none were received. In 2025, as in previous years, Fluidra was neither convicted nor required to pay any fines for breaching anti-corruption and anti-bribery laws.
COMMUNICATIONS RECEIVED THROUGH THE CONFIDENTIAL CHANNEL
| Category | 2025 | 2024 |
|---|---|---|
| Corruption and bribery | 0 | 1 |
| Money laundering | 0 | 0 |
| Personal data protection | 0 | 0 |
| Conflicts of interest | 1 | 0 |
| Human rights | 0 | 0 |
| Discrimination and harassment | 12 | 9 |
| Others | 17 | 12 |
| Total | 30 | 22 |
Ethics and compliance targets
ESRS 2 MDR-T
We currently do not have targets in the area of ethics and compliance, nor is there a planned date for their definition. Nevertheless, our objective is to prevent the materialisation of incidents or risks and to ensure a responsible operating framework.
Management of relationships with suppliers
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
Supply chain management falls under the responsibility of the Corporate Purchasing Department, under the direction of the Chief Operations Officer (COO), a member of the Executive Committee (MAC).
This department operates under a matrix structure that integrates all Group companies, combining centralised functions for strategic and cross-cutting procurement. On the one hand, the Global Purchasing Director is responsible for leading the area's strategy, as well as ensuring the alignment of the actions promoted with corporate objectives.
2025 Integrated Annual Report
At regional level, we have Purchasing Directors in each of the regions (EMEA, AMER and APAC), who are responsible for implementing global strategies adapted to local needs, managing teams and establishing strong relationships with suppliers. Likewise, certain key product categories such as electronics, motors, resins and transport are managed globally by specific category managers, who are responsible for designing sourcing strategies, negotiating contracts and optimising supply conditions, as well as leading sustainability and cost‐reduction initiatives associated with the products under their responsibility.
En 2025, work was carried out to update the directive in order to convert it into the “Global Procurement Policy”, which is expected to be approved by the Board of Directors during the next financial year. Through this policy, among other aspects, the responsibilities of the governance structure and its status as a Policy are integrated and formalised.
The Corporate Purchasing Department periodically reports to the COO on its performance and, at least annually, presents a comprehensive report to the Executive Committee (MAC) as a whole on the department's strategy, results and key metrics.
In addition, on a quarterly basis, the Department participates in the meetings of the Sustainability Committees (both at global and regional level), in order to report on the actions and targets included in the Sustainability Master Plan (assessments, audits, signing of the Code of Ethics for Suppliers and training for direct suppliers).
STRATEGY
Material incidents, risks and opportunities
ESRS 2 SBM‐3
As part of the materiality assessment, we have identified one potential negative impact, two positive impacts, and no risks or opportunities. All of these are covered through the disclosure requirements established in the ESRS. All impacts considered material affect the upstream value chain.
Firstly, we have identified that the heterogeneous regulations of different countries in relation to payments to suppliers could generate a potential short‐term negative impact. This aspect is critical for the operational continuity of our suppliers, especially in the case of small and medium‐sized enterprises. For this reason, we have control and monitoring mechanisms in place that allow us to prevent any incident and avoid its materialisation.
Secondly, we have identified a current medium‐term positive impact linked to the improvement of relationships with critical suppliers through the formalisation of long‐term commercial agreements. These practices foster trust, stability and mutual benefit, while also contributing to the development of suppliers and their local economies. As detailed below, 59% of the purchasing volume carried out during the 2025 financial year came from local suppliers.
On the other hand, we have identified another current short‐term positive impact arising from the application of Fluidra's Supplier Qualification Procedure, which promotes responsible practices throughout the supply chain. This procedure establishes minimum criteria that suppliers must meet in order to maintain a long‐term relationship with Fluidra, including ESG assessments and periodic on‐site audits of our main suppliers, as well as the implementation of corrective and preventive actions in the event that non‐conformities are detected.
Thanks to this procedure, which currently constitutes a robust and well‐established process, we are able to prevent and/or mitigate incidents in the supply chain. Together with other management mechanisms, this has meant that, during the current financial year, non‐compliance with the Supplier Qualification Procedure or with other supplier relationship management mechanisms has not been identified as a material risk. For further information, please refer to the section “Management of relationships with suppliers” within this chapter.
In 2025, we incorporated the negative impact related to late payments, as well as the positive impact associated with the Supplier Qualification Process. The risk identified in the previous financial year related to supplier behaviour has also been removed due to mitigation measures, such as the Supplier Qualification Procedure, through which we carry out periodic assessments and on‐site audits in order to prevent and/or mitigate any incident. For further information in this regard, please refer to the section “Management of relationships with suppliers” within this chapter.
In 2025, we did not identify any current effects on the Company's financial position, financial performance or cash flows.
Entity‐specific information
Global Sustainable Procurement Strategy
In 2025, the Global Sustainable Procurement Strategy was formalised, defining the foundations and the framework for decision‐making related to sustainability within our supply chain. This year, we have strengthened our focus in this area by structuring the lines of work around strategic pillars with associated objectives and a roadmap to achieve them, enabling us to progress in a more orderly manner and in line with the commitments set out in our Responsibility Blueprint, within which the principle of Responsible Management is framed.
The strategy focuses on building long‐term relationships with our suppliers, promoting responsible and sustainable practices, and reinforcing our commitment to ethical business conduct.
It is structured around four strategic pillars: Policy development and implementation, aimed at applying the Group's ESG Policy and extending our commitments across the entire supply chain.Supplier qualification, aimed at monitoring compliance with our principles through assessments and audits.
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- Reduction of environmental impact, focused on reducing carbon emissions and water consumption within the supply chain.
- Continuous improvement, aimed at driving the continuous improvement of sustainable practices among our suppliers.
Each of these pillars has defined objectives and a roadmap through to 2029 to ensure their achievement. However, both the objectives and the actions may be adapted in the future in order to ensure that Fluidra continues to operate in line with these principles and responds to the evolving business and market context.
GLOBAL SUSTAINABLE PROCUREMENT STRATEGY 2025-2030

POLICY DEVELOPMENT AND IMPLEMENTATION
Implement the ESG policies and extend our commitments across the supply chain.

SUPPLIER QUALIFICATION
Monitor compliance with our principles through assessments and audits.

CONTINUOUS IMPROVEMENT
Drive the continuous improvement of ESG practices among suppliers.

REDUCTION OF OUR SUPPLIERS' ENVIRONMENTAL IMPACT
Reduce carbon emissions and water consumption within our supply chain.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies adopted to manage sustainability issues associated with supply chain management
ESRS 2 MDR-P
We have various policies in place that govern relationships with direct suppliers, as well as the conduct expected from each of them within the framework of the business relationships they maintain with the Company.
Code of Ethics for Suppliers
The Code of Ethics for Suppliers defines the guidelines to be followed by all suppliers of the Fluidra Group in their business relationships with the Company. The commitments set out in this Code are structured around three main categories:
- Commitment to people (principles related to health and safety, working time, remuneration, child and forced labour, etc. within the supply chain).
- Responsible market conduct (legal compliance, anti-corruption, confidentiality of information, etc.).
- Environmental management (energy, waste and water management, pollution prevention, etc.).
Given its relevance, any agreement entered into by Fluidra with its business partners explicitly or implicitly includes the acceptance of this Code by our direct suppliers, as well as their commitment to cascade these commitments to those business partners that form part of the value chain of our products and services.
In order to ensure awareness of and compliance with these commitments, the Code provides for the organisation of training activities by Fluidra, as well as the verification of compliance with the Code at any time, through assessments and audits carried out by Fluidra or by an authorised third party. In addition, in the event that a supplier does not accept the guidelines of this Code, or if serious violations of human rights, environmental regulations or business activities in sanctioned territories are identified, Fluidra reserves the right to terminate the contractual relationship.
Finally, we inform suppliers about the availability of a Confidential Channel through which they may report to Fluidra any breach of the principles set out in the Code. For further information in this regard, please refer to the section "Whistleblower reporting and whistleblower protection policies" in the chapter "Ethics and regulatory compliance".
In 2025, as in the previous year, no non-compliances were identified, nor were any complaints or reports received regarding breaches related to child labour or forced labour, or in relation to the rights to freedom of association and collective bargaining within our supply chain.
Procurement Directive
The current Procurement Directive is particularly focused on compliance with the general guidelines for the efficient and orderly procurement of specific materials, products and services by the Company. Its main focus is to ensure that suppliers of these products and services can guarantee quality, pricing, financial stability and compliance with the Code of Ethics for Suppliers.
As explained throughout this Report, work has been carried out on updating the directive in order to convert it into the "Global Procurement Directive", which is expected to be approved by the Board of Directors during the next financial year. This Policy will establish guidelines for the procurement of goods and services, with the aim of ensuring transparency, fairness and sustainability in all transactions. It also includes due diligence principles to identify, prevent and mitigate potential social and environmental impacts and risks within the supply chain.
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Among its new commitments, the Policy will promote fair competition, ensure a level playing field for all suppliers, and safeguard the confidentiality of information provided through robust security measures. In addition, it encourages the selection of suppliers that share our commitment to sustainability and operate under high ethical and responsible standards, specifying that Fluidra will prioritise collaboration with suppliers that demonstrate their commitment to the environment, sustainable sourcing practices, the protection and respect of human rights, and compliance with applicable regulations, among others.
The Policy also prioritises support for local suppliers, recognising their importance for regional economic
development and the reduction of environmental impacts. Furthermore, it establishes the requirement to carry out periodic monitoring of the performance of key suppliers, providing greater transparency and strengthening strategic relationships with them.
Likewise, the Global Procurement Directive sets out specific commitments on responsible sourcing, including the expectation that suppliers will progressively increase the use of third-party verified raw materials as part of a continuous improvement approach. The policy will also strengthen biodiversity protection criteria by requiring that suppliers avoid sourcing raw materials from sites recognized as areas of global or national biodiversity importance.
| Code of Ethics for Suppliers | Procurement Directive | |
|---|---|---|
| Date | Initial approval: September 2019. Last review: May 2024. | Initial approval: February 2017. Last review: not applicable. |
| Responsible body | Board of Directors of the Fluidra Group. | Compliance Coordinating Committee. |
| Objectives | The Fluidra Code of Ethics for Suppliers establishes the guidelines to be followed by all suppliers of the Fluidra Group and their employees in the performance of their business relationships with Fluidra worldwide. | The Fluidra Procurement Directive aims to ensure the efficient sourcing of goods and services that have the greatest impact on the success of the Fluidra Group's business operations, ensuring quality, efficiency, sustainability and ethics across all transactions. |
| Scope of application | All direct suppliers of Fluidra S.A. and its subsidiary companies. | All purchases made by Fluidra S.A. and its subsidiary companies. |
| Third-party standards and initiatives considered | ·The International Bill of Human Rights. ·The Fundamental Conventions and the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization (ILO). ·The Ten Principles of the United Nations Global Compact. | Not applicable. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/). | Available to own workforce on the Group's corporate intranet. |
Supplier qualification procedure
In 2022, the Executive Committee (MAC) approved a Supplier Qualification Procedure, which defines the methodology for certifying whether the Group's direct suppliers meet the minimum requirements (environmental, social, corporate governance, regulatory compliance, financial, etc.) necessary to initiate or maintain a business relationship with Fluidra.
This procedure applies to all suppliers (new or existing) with the potential to be considered critical, which manufacture or supply a product regarded as complex, strategic or subject to strict legal and regulatory requirements, or which have been identified as high risk by the Purchasing, ESG, Human Resources, Quality or Compliance departments. For further information on the phases of the supplier qualification process and the actions carried out in this area, please refer to the section "Supplier qualification process".
Management of relationships with suppliers
ESRS G1-2; ESRS 2 MDR-A
We maintain strong and long-lasting relationships with our suppliers based on transparency, integrity and social and environmental responsibility. The diversity of the supply chain, which ranges from the sourcing of raw materials to the procurement of business services, is managed through a combination of local suppliers and geographically diversified alternative suppliers. This approach aims to optimise costs and minimise the risk of supply disruptions.
On the other hand, with regard to the management of sustainability matters, in order to prevent and/or mitigate any risk to the Company or any negative impact on people and the environment, we apply a prioritisation approach based on financial aspects (annual spend per supplier) and the level of country risk in sustainability-related matters $^{55}$ .
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Classification of suppliers based on their level of risk
Suppliers are classified into four categories, on the basis of which the requirements of the Supplier Selection and Qualification Procedure applicable to each supplier are determined. For further information on the categorisation of suppliers by risk level as at the end of the 2025, financial year, please refer to the section "Strategy, business model and value chain" of "ESRS 2. General Information".
SUPPLIER CLASSIFICATION BY RISK LEVEL
PRIORITY SUPPLIERS
CRITICAL SUPPLIER
Product suppliers with an annual purchasing volume exceeding EUR 500,000 whose main operations are carried out in countries considered to be at high or extreme sustainability risk.
STRATEGIC SUPPLIER
Other suppliers (of either products or services) with an annual purchasing volume exceeding EUR 500,000.
REST OF SUPPLIERS
STANDARD SUPPLIER
Suppliers with an annual purchasing volume between EUR 50,000 and EUR 500,000.
ELEMENTARY SUPPLIER
Suppliers with an annual purchasing volume below EUR 50,000, as well as suppliers with higher spend but of an instrumental nature, such as banks, public bodies, financial cards and customs authorities, among others.
Depending on the supplier's risk level, they are subject to the following phases of the supplier approval process.
Supplier qualification process
Communication and acceptance of the Code of Ethics for Suppliers
Our Code of Ethics for Suppliers is one of the basic pillars and a guiding framework for conveying our values and principles throughout the entire supply chain.
In addition to requesting the written acceptance and commitment of our suppliers to the principles set out in the Code, we develop a series of additional initiatives to ensure their proper understanding and compliance.
In order to raise awareness of all the Company's commitments, in 2025 we continued the implementation of our Training Programme for the Group's main suppliers in Europe, the United States of America, Asia and Australia. This year, the training includes a module on the update of the Code of Ethics for Suppliers, with the aim of reaching the largest possible number of partners and maintaining at least 70% of suppliers trained.
This programme seeks to strengthen dialogue and collaboration throughout our supply chain, while ensuring that our direct suppliers have the necessary knowledge and capabilities in sustainability matters, thereby contributing to the prevention and mitigation of risks and negative impacts.
Supplier qualification
All our direct suppliers are required to undergo the qualification process, although the level of requirements varies depending on the supplier's risk level. It should be noted that this process applies both to the selection of new suppliers and to the review of existing suppliers.
The supplier qualification process consists of the following phases:
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Assessment questionnaires: Fluidra uses the Achilles RePro platform, a company specialised in supply chain assessment and monitoring. As part of this process, we require our direct suppliers to complete a detailed questionnaire on their public commitments, policies, actions and performance in key sustainability areas, which is subsequently reviewed, analysed and verified by Achilles. The structure and criteria of the assessments are agreed through a working group involving internationally relevant companies, ensuring alignment with global regulations and best practices.
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External audits: we carry out external and independent on-site audits through Achilles to further verify compliance with the requirements set out in the Code of Ethics for Suppliers and other Fluidra regulations. These audits cover aspects related to regulatory compliance, occupational health and safety, human rights, environmental management, business ethics, working conditions, diversity and inclusion, community relations, due diligence and business continuity. As a result, non-conformities (major or minor), recommendations and observations are identified, and the necessary action plans for their resolution are jointly defined (within a period of 3 or 12 months depending on the severity of the issue). Throughout this process, Achilles provides support and monitors suppliers' progress in implementing the agreed measures.
While cost is an important factor, it is not the only one taken into account when selecting suppliers. The determination of "total value" must consider (without limitation): service, commercial terms, payment conditions, quality, financial stability, sustainability and innovation.
Based on the results of the assessments and audits, we calculate a sustainability performance score for each supplier.
2025 Integrated Annual Report
This score determines their suitability to work with the companies of the Fluidra Group, giving preference to those with better sustainability performance during supplier selection and contract award processes. Suppliers are classified into four categories:Eligible: Supplier that meets all requirements in terms of regulatory compliance, environment, human resources, health and safety, quality and/or finance.Eligible with exceptions: supplier that meets minimum requirements but for which issues have been identified and for which an action plan exists to address them. Once these issues are resolved, the supplier is reassessed and reclassified if necessary.Eligible by default: legacy supplier that has not yet been assessed or audited and is therefore classified by default.Not eligible: supplier that does not meet the minimum requirements in terms of procurement, environment, human resources, health and safety, quality and/or finance and is not qualified to work with Fluidra.
For further information on the assessments and audits carried out, as well as the non‐conformities identified in the process, please refer to the section “Metrics related to material sustainability matters” of this chapter.
Dialogue with our suppliers
In 2025, we strengthened collaboration and monitoring of our main suppliers through new initiatives aimed at fostering stronger, more sustainable relationships aligned with the Group's objectives.Preferred Supplier Programme, launched in 2025, designed to identify and qualify a select group of strategic suppliers in which to invest and promote sustainable and viable business growth. This programme assesses suppliers at global level and selects those that demonstrate outstanding performance and clear alignment with Fluidra's strategic objectives.Scorecard Programme, which measures supplier performance in key areas such as quality, service, price improvement and innovation, and which will progressively integrate environmental, social and governance sustainability criteria.
Other actions
On the other hand, we continue to work together with our suppliers on the collection of carbon footprint data, with the aim of obtaining more accurate and comprehensive information that will allow us to improve the definition of emissions associated with Scope 3.
This action, currently ongoing, has been initiated as an exploratory exercise to assess the level of climate maturity of our supply chain and, in the coming years, will enable the establishment of more robust targets and the prioritisation of suppliers based on their environmental performance.
METRICS AND TARGETS
ESRS requirements
Tracking effectiveness of policies and actions through targets
ESRS 2 MDR‐T
Within the framework of the Group's Sustainability Master Plan, we have defined various targets associated with the application of the Supplier Qualification Procedure. Through these targets, we seek to ensure that our direct suppliers are aware of and comply with Fluidra's sustainability requirements, as well as to identify any negative impacts and/or potential or actual risks as early as possible, in order to adopt the appropriate preventive or corrective measures.
For the definition of targets, the Purchasing Department always takes as a reference the number of suppliers and the purchasing volume of the previous financial year, as this provides a better overview of the supplier base, allows for improved planning, and avoids the risk of supplier reclassification based on purchasing volumes in the current year. Therefore, the targets established for the current financial year have been defined on the basis of 2024.
At present, the process of defining and monitoring targets is managed internally between the Purchasing and Sustainability departments, without direct collaboration with workers in the value chain, their representatives or spokespersons. Likewise, the continuous monitoring process allows for the identification of opportunities for improvement and the adaptation of targets in response to market requirements and regulatory changes. Reviews are documented, explaining the reasons for the changes and their impact on comparability.
Progress towards the targets is monitored annually, assessing whether developments are in line with expectations. This monitoring includes the review of trends and results, as well as the analysis of deviations in order to implement the necessary corrective actions.
Training programme
For 2025 we also set a target for training our suppliers on sustainability matters. The commitment assumed was to train suppliers representing 70% of the purchasing volume of the previous financial year. This is because the targets set are defined at the beginning of the financial year based on the results of the previous year.
In this regard, the target has been achieved, as 70% of suppliers have received sustainability training. The total purchasing volume in 2024 amounted to 1,268,982,678 euros, and 67% of the 2024 purchasing volume was covered by trained suppliers, representing 849,041,955 euros.
Acceptance of the Code of Ethics
One of the main objectives we have set to ensure the sustainability of our value chain is to achieve that 75% of the purchasing volume of the Group's suppliers sign the Code of Ethics for Suppliers developed by Fluidra. In 2025, we expanded
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this commitment with a new target: to ensure that 92% of the purchasing volume corresponding to priority suppliers had signed the Code. Both targets were achieved, with 79% of the total purchasing volume for 2024 and 94% of the priority purchasing volume having signed the Code of Ethics for Suppliers.
For the 2026 financial year, the target has been revised and consists of achieving the signing of the Code of Ethics for Suppliers by suppliers representing 80% of the purchasing volume of those classified as critical, strategic and standard.
Likewise, for 2026, a target has been established to reach a 95% signature rate of the Code of Ethics for Suppliers among suppliers classified as priority.
Supplier assessments and audits
The strategy also includes the ambition to increase supplier assessments and audits based on sustainability criteria.
On the one hand, for the 2025 financial year a target was set for 72% of the spend on priority suppliers to have been assessed and/or audited. This target was exceeded, reaching 73%. Looking ahead to 2026, the target has been increased to 78%.
On the other hand, in 2025 we completed the audit cycle initiated in 2023, achieving the established objective of auditing 100% of critical suppliers, following the order from highest to lowest purchasing volume. The objective for the next cycles is to maintain 100% of critical suppliers audited.
Entity-specific disclosures
Metrics related to material sustainability matters⁵⁶
ESRS 2 MDR-M
We reaffirm our commitment to sustainability, prioritizing the prevention of negative impacts and the continuous strengthening of our value chain through coordinated actions, rigorous assessments, and active collaboration with our suppliers.
Training Programme
We developed a Supplier Training Programme focused on human rights and climate change, with the aim of preventing negative impacts within the supply chain.
In 2025, a total of 595 suppliers were trained in sustainability matters, including 53 critical suppliers, representing 99% of the 2025 purchasing volume from critical suppliers. Likewise, with regard to priority suppliers, we achieved training coverage for 87% of the purchasing volume of these suppliers in 2025, ensuring that the most sensitive part of our supply chain has the fundamental knowledge of our Code of Ethics for Suppliers, as well as of climate change and human rights.
SUPPLIERS TRAINED IN SUSTAINABILITY MATTERS BY CATEGORY
| 2025 | Number of suppliers | % of the total | % purchase volume |
|---|---|---|---|
| Priority suppliers | 264 | 72% | 87% |
| Critical | 53 | 93% | 99% |
| Strategic | 211 | 68% | 80% |
| Other suppliers | 331 | 2% | 12% |
| Standard | 209 | 11% | 0% |
| Basic | 122 | 1% | 33% |
| Total | 595 | 4% | 61% |
| 2024 | Number of suppliers | % of the total | % purchase volume |
| --- | --- | --- | --- |
| Priority suppliers | 277 | 75% | 88% |
| Critical | 54 | 87% | 98% |
| Strategic | 223 | 73% | 81% |
| Other suppliers | 324 | 2% | 18% |
| Standard | 205 | 11% | 19% |
| Basic | 119 | 1% | 17% |
| Total | 601 | 4% | 67% |
Acceptance of the Code of Ethics for Suppliers
During 2025, we achieved acceptance of the Code of Ethics for Suppliers by 26% of our suppliers, thereby cascading the commitments set out therein across Fluidra's entire supply chain.
For this reason, priority was given to securing acceptance of the Code in line with the category to which each supplier belongs.
100% of the purchasing volume of critical suppliers has accepted and assumed the objectives set out in the Code, covering the majority of those located in high-risk countries and with a high purchasing volume. In overall terms, 74% of the total purchasing volume has accepted the Code, representing an increase of 4% percentage points compared to the previous year (71%).
⁵⁶ The totals in the tables presented below relating to suppliers have been calculated with reference to the total of each of the supplier categories reported in the section "Strategy, business model and value chain" of "ESRS 2. General information".
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CODE OF ETHICS FOR SUPPLIERS ACCEPTANCE AND OBJECTIVE
| 2025 | Number of suppliers | % suppliers | % purchase volume |
|---|---|---|---|
| Priority suppliers | 290 | 79% | 88% |
| Critical | 56 | 98% | 100% |
| Strategic | 234 | 75% | 82% |
| Other suppliers | 3,777 | 24% | 46% |
| Standard | 814 | 43% | 47% |
| Basic | 2,963 | 22% | 44% |
| Total | 4,067 | 26% | 74% |
| 2024 | Number of suppliers | % suppliers | % purchase volume |
| --- | --- | --- | --- |
| Priority suppliers | 271 | 74% | 83% |
| Critical | 58 | 94% | 99% |
| Strategic | 213 | 70% | 73% |
| Other suppliers | 4,836 | 31% | 45% |
| Standard | 837 | 45% | 47% |
| Basic | 3,999 | 29% | 41% |
| Total | 5,107 | 32% | 71% |
Supplier assessments
In 2025 we assessed a total of 695 direct suppliers through questionnaires over the last three years. Of this total, 78 are priority suppliers, representing 44% of the Company's total purchasing spend in the same financial year.
Overall, in 2025 here was a decrease of (4%) in the number of assessments compared to the 724 carried out in the previous year. This variation is due to the efforts made during the year to increase the number of on-site supplier audits as opposed to questionnaire-based assessments.
SUPPLIERS ASSESSED THROUGH QUESTIONNAIRES (TIER-1) (CUMULATIVE OVER THE LAST THREE YEARS)
| 2025 | Number of suppliers | % suppliers | % purchase volume |
|---|---|---|---|
| Priority suppliers | 78 | 21% | 44% |
| Critical | 5 | 9% | 60% |
| Strategic | 73 | 24% | 35% |
| Other suppliers | 617 | 4% | 9% |
| Standard | 177 | 9% | 10% |
| Basic | 440 | 3% | 9% |
| Total | 695 | 4% | 32% |
| 2024 | Number of suppliers | % suppliers | % purchase volume |
| --- | --- | --- | --- |
| Priority suppliers | 77 | 21% | 44% |
| Critical | 8 | 14% | 59% |
| Strategic | 69 | 22% | 36% |
| Other suppliers | 647 | 4% | 45% |
| Standard | 183 | 10% | 68% |
| Basic | 464 | 3% | 5% |
| Total | 724 | 5% | 45% |
Supplier audits
Furthermore, in 2025 we audited 40 suppliers, including the critical suppliers previously audited in 2022. In this regard, over the last three years, we audited a total of 101 suppliers, of which 41 are critical suppliers (representing 98% of the purchasing volume in this category), thereby strengthening the transparency and sustainability of our supply chain. To account for audits of critical suppliers, both direct suppliers and those identified as a commercial office or logistics trader are included, for which audits are carried out at the production sites (Tier-2). For the purposes of monitoring and tracking the Department's objectives, these indirect suppliers are accounted for under the same category as the Tier-1 to which they supply their materials.
Of the total audits, 41 correspond to critical suppliers, representing 72% of the total number of critical suppliers as at the end of 2025. Of this total, 33 were conducted on direct suppliers and 8 were conducted at the production sites of critical suppliers.
We use the Achilles RePro platform to gather information on suppliers' sustainable policies and practices. Based on this information, the classification previously explained is developed, and on the basis of these segments the aforementioned audits are prioritised.
SUPPLIERS AUDITED BY CATEGORY (CUMULATIVE OVER THE LAST THREE YEARS)
| 2025 | Number of suppliers | % suppliers | % purchase volume |
|---|---|---|---|
| Priority suppliers | 76 | 19% | 44% |
| Critical57 | 49 | 72% | 98% |
| Strategic | 27 | 9% | 14% |
| Other suppliers | 25 | 0.2% | 3.4% |
| Standard | 17 | 0.9% | 1.7% |
| Basic | 8 | 0.1% | 6.6% |
| Total | 101 | 0.6% | 30% |
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| 2024 | Number of suppliers | % suppliers | % purchase volume |
|---|---|---|---|
| Priority suppliers | 68 | 18% | 46% |
| Critical58 | 38 | 61% | 92% |
| Strategic | 30 | 10% | 18% |
| Other suppliers | 8 | 0.1% | 0.4% |
| Standard | 6 | 0.3% | 0.5% |
| Basic | 2 | 0.0% | 0.0% |
| Total | 76 | 0.5% | 32.0% |
As a result of the 101 audits carried out, we identified 379 non-conformities, of which 237 were classified as minor findings and 142 as major findings. For each of the non-conformities, we implemented different corrective action plans, with implementation deadlines of three months for major non-conformities and twelve months for minor ones.
During this period, we carried out a total of 36 action plans, for which we provided remote or on-site support in 100% of cases. Of the total number of non-conformities, 120 were closed in the
2025 financial year. On the other hand, it was not necessary for the Company to terminate its relationship with any of its direct suppliers. It should be noted that this year a higher number of non-conformities were identified, mainly due to the increase in the number of audits conducted. Likewise, a significant effort was made in the development of action plans and in monitoring their implementation to drive improvement. As at year-end, nearly half of the non-conformities identified had been closed and, during the next year, work will continue together with suppliers to resolve the outstanding ones. Should a supplier, after the established deadline and the corresponding follow-up, be unable to remedy the identified non-conformities, Fluidra may terminate the commercial relationship and seek alternatives.
In this regard, of the total non-conformities, 44% relate to Social matters and 42% to Governance matters, with 15% relating to Environmental matters. As at the end of 2025, major non-conformities have been closed as far as possible; however, 90 relating to governance remain outstanding.
MANAGEMENT OF NON-CONFORMITIES IDENTIFIED IN AUDITS
| 2025 | Suppliers with non-conformities | % of those audited | Suppliers with action plans | % supported in plan definition | Number of suppliers with terminated relationships |
|---|---|---|---|---|---|
| Priority suppliers | 26 | 38% | 26 | 100% | 0 |
| Critical59 | 24 | 59% | 24 | 100% | 0 |
| Strategic | 2 | 7% | 2 | 100% | 0 |
| Other suppliers | 10 | 40% | 10 | 100% | 0 |
| Standard | 8 | 47% | 8 | 100% | 0 |
| Basic | 2 | 25% | 2 | 100% | 0 |
| Total | 36 | 90% | 36 | 100% | 0 |
| 202460 | Suppliers with non-conformities | % of those audited | Suppliers with action plans | % supported in plan definition | Number of suppliers with terminated relationships |
| --- | --- | --- | --- | --- | --- |
| Priority suppliers | 21 | 34% | 21 | 100% | 0 |
| Critical | 15 | 48% | 15 | 100% | 0 |
| Strategic | 6 | 20% | 6 | 100% | 0 |
| Other suppliers | 1 | 13% | 1 | 100% | 0 |
| Standard | 1 | 17% | 1 | 100% | 0 |
| Basic | 0 | 0% | 0 | 0% | 0 |
| Total | 22 | 88% | 22 | 100% | 0 |
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TYPOLOGY OF NON-CONFORMITIES IDENTIFIED AND STATUS OF RESOLUTION
| 2025 Thematic | Minor breaches | Major breaches | Total | |||
|---|---|---|---|---|---|---|
| Identified | Solved | Identified | Solved | Identified | Solved | |
| Environment | 41 | 17 | 15 | 4 | 56 | 21 |
| Social | 135 | 61 | 30 | 6 | 165 | 67 |
| Good governance | 61 | 25 | 97 | 7 | 158 | 32 |
| Total | 237 | 103 | 142 | 17 | 379 | 120 |
| 2024 Thematic | Minor breaches | Major breaches | Total | |||
| --- | --- | --- | --- | --- | --- | --- |
| Identified | Solved | Identified | Solved | Identified | Solved | |
| Environment | 10 | 3 | 4 | 4 | 14 | 7 |
| Social | 26 | 10 | 6 | 6 | 32 | 16 |
| Good governance | 19 | 11 | 14 | 7 | 33 | 18 |
| Total | 55 | 24 | 24 | 17 | 79 | 41 |
Local Suppliers
As part of its strategy, the Company ensures the availability of products and services through geographical diversification and the inclusion of local suppliers.
To be considered a local supplier, we conduct an analysis of all purchases made within a country from a supplier located in the same country.
Under this concept, in 2025 the share of purchases from local suppliers amounted to 59%. Therefore, the proportion of local suppliers remains in line with 2024.
PURCHASING VOLUME FROM LOCAL SUPPLIERS
| 2025 | 2024 | |
|---|---|---|
| Local suppliers | 759,293,580€ | 766,700,443€ |
| Not local suppliers | 522,549,863€ | 502,282,235€ |
| Total | 1,281,843,443€ | 1,268,982,678€ |
Relationship with lobbying groups
GOVERNANCE
ESRS 2 GOV-1; ESRS GOV-2
Due to growing concern regarding water availability, particularly in countries such as Spain and France, since 2023 we have begun to take a more active role in engaging with public authorities on the actual impact of swimming pools in this context and their contribution to reducing water consumption.
These relationships are coordinated by the Group's Communications and Public Affairs Department, which reports directly to the CEO. For this purpose, it receives support and assistance from the Tax & Legal Department with regard to registration in the relevant transparency registers.
At the beginning of each year, we define the engagement strategy with key institutional stakeholders, in line with the priority objectives related to visibility and presence before the relevant institutions. This plan is submitted to the Board of Directors for approval and for the subsequent evaluation of the results achieved.
In addition, in order to ensure integrity and compliance with applicable regulations, negotiations with lobbying groups must be approved in advance by the Compliance Coordinating Committee. This Committee is responsible for verifying that there is no influence peddling or illegal financing of political parties during the negotiation process.
STRATEGY
Material incidents, risks and opportunities
ESRS 2 SBM-3
Within the materiality assessment process, the following material impacts, risks and opportunities related to engagement with lobbying groups have been identified, all of them linked to the Company's own operations.
Firstly, we have identified a potential positive impact related to the benefits for both society and the environment that may arise in the future from the Company's actions to promote the adoption of regulations aligned with innovation and sustainability, and which encourage or make mandatory the use of sustainable products and solutions for swimming pools. Associated with this impact, we have also identified a current positive impact linked to the development of sustainability certificates for swimming pools, developed in a consensual manner with other stakeholders in the sector. This would allow, during periods of drought, only efficient swimming pools, or those fulfilling a public interest function (i.e. those acting as climate refuges), to remain operational.
The impact related to the promotion of environmental regulations was also considered in last year's double materiality analysis; however, the 2025 materiality assessment has
2025 Integrated Annual Report
identified as new the impact related to the development of sustainability certificates for swimming pools.
Both impacts are covered by the disclosure requirements of the European Sustainability Reporting Standards (ESRS).
We have also identified a reputational and financial risk related to pressure from activist investors, as such pressure could lead to changes in the Company's strategy, potentially resulting in reputational damage and financial losses.
Sudden changes in government agendas, evolving regulatory frameworks or geopolitical tensions could generate a strategic risk, as sustainability objectives may be deprioritised and the implementation of climate and social commitments slowed down, which could weaken stakeholder trust and disrupt long‐term engagement strategies.
With regard to opportunities, this year we have identified, over a short‐term time horizon, the opportunity to strengthen leadership in sustainability. By demonstrating clear leadership and a strong commitment in debates on water management policies, energy efficiency and the circular economy, Fluidra can consolidate its position as a trusted partner for regulators and institutions. This proactive stance not only enhances credibility and strengthens relationships with stakeholders, but also reinforces the Company's long‐term commitment to advancing sustainability and shaping forward‐looking public policies.
Last year, we had identified an opportunity linked to increased sales of products in our catalogue classified as sustainable. However, this year that opportunity has been replaced by a more strategic approach, focused on strengthening the Company's leadership in the promotion of sustainability.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies adopted in relation to engagement with lobbying groups
ESRS 2MDR-P
Despite not having a specific formal policy on relations with lobbying groups, we base our actions in this area on the following key elements: the Code of Ethics and our lobbying strategy.
Firstly, the Group's Code of Ethics emphasises that lobbying activities must be carried out in a lawful and transparent manner and in compliance with governmental regulations. In addition, it establishes that the trade associations with which Fluidra collaborates must be aligned with its values and commitments, particularly with regard to climate change.
For further information on the content and objectives of this Policy, please refer to the section “Business conduct and corporate culture policies” in the chapter “Ethics and compliance”.
On the other hand, in 2024 we defined our sustainability lobbying strategy for the 2024--2026 period, which focuses on raising awareness of the Company and the socio‐economic benefits of the pool sector among authorities and regulatory bodies at all levels. Through this strategy, we seek to ensure that these entities are aware of the importance of promoting regulations that encourage the use and availability of products, solutions and technologies that contribute to reducing the environmental impact associated with swimming pools (particularly with regard to water and energy consumption), rather than opting for regulations that prohibit the construction of new pools or the filling of existing ones during periods of drought, as such measures limit access to a tool that is beneficial for people's health and well‐being, especially for vulnerable groups.
During 2025, the work of the Communications and Public Affairs Department has covered both the Spanish and European spheres, with the support of a specialised public affairs agency. To this end, we focused on establishing relationships with Spanish Members of the European Parliament, as well as with stakeholders in the Catalonia region with the capacity to legislate or address regulatory matters that impact the Company's activities and the pool sector.
Nevertheless, we also rely on industry associations and strategic alliances aligned with the Company's principles and objectives to promote these practices across most of the other countries in which we operate.
For further information on the actions carried out, please refer to the following section “Actions and resources related to engagement with lobbying groups”.
Actions and resources related to engagement with lobbying groups
ESRS 2MDR-A
During 2025 we continued to implement our lobbying strategy in order to promote sustainable practices in the pool sector before various public administrations in Spain and Europe. As a result, Fluidra held a total of seven meetings with the following stakeholders: Meetings with four parliamentary groups represented on the Environment, Public Health and Food Safety Committee, and the Transport and Tourism Committee of the European Parliament.A meeting with the Climate Action Department of the Barcelona Provincial Council.A meeting with the Vice Presidency of the Federation of Municipalities of Catalonia (FMC).
These actions focused on presenting the Company to European decision‐makers within the context of the approval of the European Water Resilience Strategy, with the aim of ensuring that the Company is heard as an expert stakeholder in future amendments to this regulation or other water‐related policy initiatives. All of this is intended to support the development of more sustainable products and to foster innovation within the industry.
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The implementation of this institutional engagement plan has made it possible to establish direct channels of dialogue at European level, highlighting Fluidra's role as a leading and benchmark actor in sustainable practices within the pool industry, while also contributing to raising awareness of the value and capabilities of the sector for the European economy and society. In addition, it has opened up new opportunities for the development of a UNE standard together with Aquaespaña, to serve as a reference document in the preparation of municipal by-laws on water savings.
We expect that, as a result of these meetings, favourable actions will be launched to promote innovative technologies and sustainable products $^{61}$ n the pool sector, helping to reduce $\mathrm{CO}_{2}$ emissions and to meet the sustainability objectives set out in Fluidra's Corporate Sustainability Plan. In addition, in 2025 we promoted key strategic initiatives.
Commitment to sustainability and responsible water management
As part of our commitment to sustainability, we published the report "Every Drop Counts: Water and Swimming Pools", in collaboration with the Spanish Institute of Analysts and industry experts. This document provides a global overview of the state of water, its uses and future trends, highlighting how water use linked to swimming pools represents between $0.75\%$ and $1\%$ of municipal water consumption, an actual impact that is significantly lower than is commonly perceived.
In a context in which water demand has quadrupled over the past 60 years, we seek to raise awareness and promote innovative solutions to optimise its use. Through this report, addressed to industry, governments and citizens, we reinforce our leadership in the global conversation on efficient water management.
Access here for further information on the report "Every Drop Counts: Water and Swimming Pools".
Pool Horizons and the pool sector
Pool Horizons is a visionary programme created in 2023 with the aim of addressing how the pool sector can respond to current social and environmental challenges. Fluidra has been part of this initiative since its inception, in collaboration with other leading companies in the sector such as Pentair and Hayward.
In 2025, Pool Horizons consolidated its role as a leading international platform, strengthening its working groups around four key areas - community development, health and well-being, sustainability and environment, and water and safety - while expanding its global reach. During the year, the initiative highlighted the social value of swimming through projects in South Africa, Mexico and New York focused on teaching children to swim in order to prevent drownings, thereby contributing to child protection and equal access.
In addition, Pool Horizons' strategic reports were disseminated across a wide international circuit of events, including:
- Pool Horizons Summit - Atlantic City (EE.UU.)
- Senate of the Italian Parliament
- ForumPiscine - Bologna (Italy)
- Hospitality Expo - Guadalajara (Mexico)
- PHTA Genesis MasterMind Summit - Florida (EE.UU.)
- PHTA webinar and podcast
In addition, the initiative was present in Malaysia and Singapore during the World Aquatic Championships, at the "Splash!" exhibition at the Design Museum in London, at the IAKS Congress in Cologne, and at the Pool Horizons Summit Barcelona 2025 held as part of Piscina Barcelona, thereby strengthening its international visibility and its role as a benchmark platform within the sector.
Furthermore, in 2025 efforts were intensified to document and disseminate knowledge on the social value of water and swimming, through new publications, newsletters, an active presence on social media, and the launch of a sectoral toolkit designed to facilitate the coherent and engaging dissemination of the initiative's key messages.
Access here for further information on the strategic reports produced by Pool Horizons.
METRICS AND TARGETS
ESRS Requirements
Political influence and lobbying activities
ESRS G1-5
We maintain an active and ongoing relationship with various lobbying groups, both at national and regional level, in order to promote policies and practices aligned with our sustainability principles and environmental commitment. Our engagement with public institutions is guided by institutional respect, communication, transparency and legality. Fluidra does not make any contributions to political parties, political organisations, political actors, candidates or electoral coalitions.
In this context, the Company plays a prominent role in sectoral initiatives, such as its collaboration with ASOFAP (Spanish Association of Pool Manufacturers), with which it works on environmental-related matters. At present, there is a working group dedicated to the development of a Sustainability Certificate, the aim of which is to establish environmental criteria for private, community and public-use swimming pools, with publication scheduled for 2026.
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Likewise, in 2025, we attended the 30th Conference of the Parties (COP30) of the United Nations Framework Convention on Climate Change, held in Belém, Brazil, from 10 to 21 November. Our participation in this event reaffirms our commitment to the Paris Agreement and to a fair and inclusive transition.
Once again, being part of COP30 enabled us to access knowledge and best practices through the exchange of experiences with other sector stakeholders. This helped us to identify trends and innovations that we can apply to our processes and products. In addition, this presence provided us with the opportunity to become familiar with and, in some cases, influence public policies and regulatory frameworks affecting our sector.
From a strategic perspective, taking an active role in climate action strengthens our corporate image, enhances investor and customer trust, and opens up new market opportunities. Furthermore, our participation in COP30 allowed us to build networks and strategic alliances with other companies, governments and organisations, fostering joint projects in innovation, climate change mitigation and adaptation.
As part of our transparency and corporate responsibility strategy, we have also formalised our presence in lobbying registers. During this financial year, we registered in the EU Transparency Register (identification number 4388606101883-77) to document our meetings with Members of the European Parliament relevant to our business.
This registration is in addition to the regional transparency registers in which we enrolled in 2024:
- Register of Interest Groups of Catalonia (identification number 853).
- Register of Interest Groups of the Valencian Community (identification number 1075).
- Transparency Register of the Community of Madrid (identification number 202400187).
Finally, it should be noted that no member of Fluidra's Board of Directors has held a comparable position in public administration, including regulatory bodies, during the two years prior to their appointment.
Contributions to lobbying groups and business associations
In addition to the initiatives mentioned above, Fluidra is part of various business associations that represent our interests. In 2025, contributions to these associations (e.g. fees) amounted to 333,385 €, compared to 463,606 € in 2024.
CONTRIBUTIONS BY CATEGORY
| Category | 2025 | 2024 |
|---|---|---|
| Lobby groups, interest representation, or similar | 0€ | 0€ |
| Campaigns / organizations / local, regional, or national political candidates | 0€ | 0€ |
| Business associations or tax-exempt groups (e.g., think tanks) | 333,385€ | 463,606€ |
| Others (e.g., expenses related to ballot measures or referendums) | 0€ | 0€ |
| Total | 333,385€ | 463,606€ |
DETAILS OF MAIN CONTRIBUTIONS TO BUSINESS ASSOCIATIONS
| Organisation | Type of association | 2025 | 2024 |
|---|---|---|---|
| Fundación Empresa y Clima | Business Association | 25,000€ | 25,000€ |
| Cámara de Comercio de España | Business Association | 20,000€ | 20,000€ |
| Instituto de la empresa familiar^{62} | Business Association | 18,000€ | N/D |
Tracking effectiveness of policies and actions through targets
ESRS 2 MDR-T
We do not currently have measurable quantitative targets in this area; however, we have established qualitative targets to be achieved in the coming years. In this regard, in line with the objective set in 2024 to raise awareness of the Company among political decision-makers and to improve the visibility of the pool sector, over the past year we have sought to extend this approach to the European level.
To this end, in 2024 four strategic targets were defined, which remain in force during the current financial year, and to which two additional aspirational objectives were added in 2025:
- To ensure that the selected interlocutors are relevant to the Company's business model, operations and activities.
- To place on the political agenda the importance of promoting technologies that improve the environmental impact of swimming pools, both in the hospitality sector and in other areas (municipal, private, etc.), through the development of a Sustainability Certificate currently underway and a report analysing best practices in sustainability at national and international level, supported by an academic institution.
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- To position the pool sector before key regulators as an economically relevant sector that is beneficial to citizens, by promoting objective data on resource consumption (especially water) and correcting misperceptions regarding the environmental impact of swimming pools.
- To highlight the close relationship between the pool sector and other key sectors of the Spanish economy, such as the tourism sector.
- To define a global governance model to coordinate lobbying activities across all regions, with the aim of ensuring global coherence, local adaptability and a unified narrative in Fluidra's institutional representation.
- To generate a favourable narrative so that swimming pools are considered climate refuges by national and regional political decision-makers, promoting positive data and arguments on the need for pools to remain open during periods of drought and extreme heat in order to ensure thermal comfort for the population, especially for the most vulnerable groups.
European scope
In 2025, we set out to expand the Company's capacity for influence to the European level. To this end, we initiated a strategy of engagement with Spanish Members of the European Parliament with responsibilities in the areas of environment and tourism.
As a result, we held meetings with seven Members of the European Parliament, representing four parliamentary groups which, taken together, cover up to two thirds of the parliamentary spectrum. During these meetings, we conveyed the main needs of the pool sector and highlighted its contribution to economic and social well-being, not only in Spain but across the European Union as a whole.
These engagements made it possible to share with the interlocutors our consolidated position paper, which sets out both political and technical aspects, including the promotion of the EN 17645 standard on environmental efficiency. They also helped to consolidate the Company's image as a key actor and benchmark in debates and initiatives related to water management.
National scope
Continuing with the objective set in 2024 to strengthen and consolidate relationships with parliamentary groups in the Congress of Deputies, most lobbying activity in 2025 was focused at regional and European level.
Nevertheless, in June we organised the presentation of the Water Report in Madrid, managing the potential attendance of national-level political figures with the capacity to legislate in areas impacting the Company. This enabled us to resume the contact initiated during the previous financial year and to continue strengthening and deepening alliances.
Likewise, we worked on identifying an academic institution capable of preparing a report analysing international and national regulatory best practices that promote more efficient use of the resources consumed by swimming pools (primarily water, energy and chemicals) within the pool and wellness sector. The objective is to work closely with this academic institution to complete and present the report in 2026.
Regional scope
In response to the growing narrative regarding the negative impact of swimming pools on water resources, as well as the adoption of restrictive regulations on pool filling during periods of drought and water stress, we decided to take action in our priority regions.
To this end, we held a meeting with the Federation of Municipalities of Catalonia, an entity with municipal coordination capacity and a direct link to the Spanish Federation of Municipalities, as well as its own voice in the drafting of drought decrees in collaboration with the Government of Catalonia.
Likewise, we met with the Climate Action Department of the Barcelona Provincial Council, which regularly collaborates with the aforementioned federation and which, at the beginning of 2025, prepared a document with recommendations for the development of a model water-saving by-law that included restrictions on the use of swimming pools.
In addition, also in Catalonia, we managed the attendance of senior political authorities at the tribute event for Joan Planes, co-founder of Astral Pool and the Fluidra Group, such as Salvador Illa, President of the Government of Catalonia, and former President Pere Aragonès. The event took place on 11 July at the Palau de la Música Catalana.
The monitoring of these targets was carried out on an ongoing basis throughout 2025, ensuring that each activity contributed to the objectives established.
Next steps
Looking ahead to 2026, we will adapt our targets in line with the prevailing political and regulatory context, with the aim of consolidating our position as an institutional benchmark and continuing to influence national and regional regulatory initiatives that impact our activities. To this end, we have set the following objectives:
- To finalise the Sustainability Certificate developed together with ASOFAP, with the aim of encouraging the renovation of swimming pools, starting with private pools, followed by community pools and, ultimately, public facilities.
- To communicate progress on the Sustainability Certificate to the parliamentary groups with which dialogue has been maintained in previous financial years, exploring the possibility of influencing the Government through parliamentary initiatives aimed at promoting its harmonisation and adoption through a regulatory project.
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- To present in detail the characteristics of the Sustainability Certificate to the Ministry for the Ecological Transition and the Demographic Challenge.
- To continue the work initiated together with Aquaespaña on the development of a UNE standard to serve as a reference in the drafting of municipal by-laws in Spain, as well as to advance the development of a specific standard on recirculation, in collaboration with ASOFAP.
- To strengthen our relationship with the Members of the European Parliament with whom contact was established in 2025 and to build a direct communication channel with the European Commission through the Directorate-General for Environment.
- To promote a favourable narrative on the relationship between pool size and water resource consumption, particularly in regions where restrictive regulations are being promoted, by presenting a document with substantiated arguments.
- To influence regional regulations on drought management.
- To present and disseminate the report on best practices in regulation and sustainability in the pool sector.
- To consolidate our reporting and transparency efforts regarding lobbying activities, ensuring a model aligned with the Paris Agreement.
- To define a global governance model to coordinate lobbying activities across all regions, with the aim of ensuring global coherence, local adaptability and a unified narrative in Fluidra's institutional representation.
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MARKET COMPETITION
"Building trust through strong corporate governance"
Andrés Botella
Global Tax & Legal Director
The contents of this chapter include entity-specific material information.
GOVERNANCE
ESRS 2 GOV-1;ESRS 2 GOV-2
Our Legal Department is responsible for identifying, preventing and managing material incidents and risks related to anti-competitive conduct across all the regions in which we operate. Its responsibilities include monitoring potentially restrictive commercial practices, reviewing agreements and contracts with a competitive impact, analysing situations of potential abuse of a dominant position, and coordinating internal control mechanisms. In addition, the Legal Department leads the implementation and updating of internal regulations in this area, including the new Global Competition Directive, the aim of which is to harmonise the criteria and procedures applicable across all Group companies.
Within the internal governance framework, the Legal Department reports on a regular basis to the Compliance Coordinating Committee. During 2025, his Committee received quarterly reports covering, among other matters:
- Progress in the approval and implementation of the new Global Competition Directive and its integration into corporate processes.
- The status of the rollout of the Competition Compliance Programme, including new in-person and virtual training sessions in higher-risk countries.
- The delivery of training modules to 124 employees in Europe.
- The distribution of periodic best-practice reminders, both during the peak pool season and the off-season.
- Monitoring of the notification of a concentration transaction to European authorities.
-
Ongoing support to marketing, sales and business teams to ensure that commercial practices comply with local and regional regulations.
-
Continuous analysis of decisions, guidelines and regulatory trends issued by competition authorities at international level, with the aim of strengthening the internal compliance framework.
- The handling of requests for information from competition authorities, all of which were managed and closed without resulting in further actions.
Subsequently, the Group's Global Internal Audit & Compliance Director Officer is responsible for reporting to the Audit and Sustainability Committee of the Board of Directors on the main actions carried out in this area, ensuring oversight at the highest governance body level.
This governance structure is reflected in the functions of the Legal Department, although it is not formally set out in our directives and procedures.
STRATEGY
Material incidents, risks and opportunities
ESRS2 SBM-3

Within the framework of the materiality assessment, we have identified a current short-term negative impact and a medium-term operational risk in our own operations.
In one national market, competition authorities have identified a potential duopoly situation in the pool cleaning segment. This finding could give rise to additional regulatory obligations.
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With regard to risks, one has been identified related to potential breaches of competition regulations arising from merger and acquisition (M&A) transactions, such as premature integration or gun jumping, particularly where transactions are subject to mandatory notification to competition authorities.
No related opportunities have been identified.
In the materiality assessment for the previous financial year, no material impacts were identified in this area, and therefore a direct comparison cannot be established. With regard to risks, the previous review considered risks related to the imposition of financial penalties, fines, compensation and reputational damage. In the 2025 review, a new material risk has been identified, related to breaches of competition legislation arising from merger and acquisition (M&A) transactions. The inclusion of this risk reflects a more detailed assessment of the applicable regulatory requirements and the potential impacts associated with merger control processes.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Policies adopted in relation to market competition
ESRS 2 MDR-P
Code of Ethics
The Fluidra Code of Ethics sets out the Company's commitments in this area, as well as the conduct expected from our own workforce in order to prevent any situation contrary to competition in the markets. In particular, the Code of Ethics covers the following aspects:
Fair competition and antitrust
We reject any practices that grant illegal competitive advantages, such as price-fixing agreements, market-sharing arrangements or non-compete agreements. We ensure that our operations are carried out in an environment of free competition, without market manipulation or practices that restrict competition.
Insider trading
At Fluidra, we prohibit the improper use of non-public information to obtain commercial or financial advantages. Employees who have access to sensitive information must keep it confidential and must not use it to carry out transactions, particularly in the securities market, in order to prevent the illegal use of inside information.
For further details on the objectives and scope of the Code of Ethics, please refer to the section "General business conduct policies" at the beginning of the chapter "Ethics and regulatory compliance".
Global Competition Directive
With the aim of further developing the commitments set out in the Code of Ethics and harmonising the Group's internal regulations, in 2025 we worked on a new Global Competition Directive (hereinafter, "the Directive"), which is expected to be approved during 2026. This Directive will replace and unify the
previous regional directives, establishing a coherent global framework for the prevention, detection and management of antitrust risk in all the regions where we operate.
The new Directive defines the essential principles of conduct that must guide all employees in matters of competition and antitrust, including the obligation to always act independently and to avoid any practice that may restrict or distort free competition. It also incorporates operational guidelines and practical rules on interactions with competitors, customers and suppliers, the handling of commercially sensitive information, participation in trade associations, and conduct during merger control processes or inspections by authorities.
In line with the regulatory complexity of the different jurisdictions, the Directive is complemented by specific Quick Reference Guides for EMEA and APAC and for North America, which include do's and don'ts, examples of prohibited conduct and a list of activities requiring prior approval from the Legal Department. In addition, the Global Directive is accompanied by Inspection Guidelines applicable globally and, in the case of the United States and Canada, by specific Search Warrant and Interview Guidelines for local proceedings.
The new Global Directive will enable the consolidation of a common competition compliance framework across all regions, strengthening the internal culture and ensuring consistent standards throughout our international operations.
As of the end of the financial year, the Competition Law Directive remained in force:
| Competition Law Directive | |
|---|---|
| Date | Initial approval: December 2021. Last revision: May 2023. |
| Responsible body | Executive Committee (MAC). |
| Objectives | Provide Fluidra employees with fundamental knowledge and/or a deeper understanding of Antitrust Laws, prohibited practices, and their impact on the business. |
| Scope of application | Applies to all Fluidra entities in the EMEA, U.S., Canada, and APAC regions, covering all phases of the value chain, from raw material procurement to product distribution and commercialization. If local regulations are more restrictive, they will take precedence over Fluidra's internal directives. |
| Third-party standards and initiatives considered | Compliance with international and local regulations, including competition laws in the EU, UK, EMEA, and antitrust regulations in APAC, the U.S., and Canada. Best practices and OECD guidelines on fair business practices and fair competition are followed. Additionally, the regulations and inspection guidelines of global competition authorities are considered, along with industry standards to ensure free competition and prevent monopolistic practices in the markets where Fluidra operates. |
| Document access | Available to employees on the Group's corporate intranet. |
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Actions and resources related to material sustainability matters
ESRS 2 MDR-A
In 2025, we strengthened the competition compliance programme through a broader and more structured rollout of training and awareness initiatives targeted at areas with higher exposure to competitive risk. The programme reached marketing, sales and business teams, as well as different management levels across Europe, the United States and other relevant markets, following a risk-based approach and fully aligned with the new Global Competition Directive, whose implementation was completed during the year.
Throughout the year, various in-person and virtual sessions were delivered in countries with higher regulatory risk, complemented by region-specific training materials. In addition, training capsules were distributed to 124 employees in Europe, aimed at reinforcing knowledge of prohibited conduct and good practices in interactions with competitors, customers and suppliers.
As part of the continuous awareness framework, periodic reminder communications were issued, tailored to the seasonality of the business.
With regard to merger control, during the financial year we managed the notification of a concentration transaction to European authorities, in accordance with the applicable transaction control regulations. Likewise, a request for information from a competition authority was addressed, which was resolved satisfactorily and closed without further requirements.
All these actions form part of the rollout of the new Global Competition Directive and the strengthening of training, supervision and reporting processes that enable the anticipation of risks, ensure conduct aligned with competition laws, and reinforce the Company's preventive culture.
The amount allocated to these actions, both in terms of OpEx and CapEx, is not material or significant for our financial statements. We will continue to assess the allocation of resources as necessary, ensuring that the measures adopted remain within the established financial thresholds.
METRICS AND TARGETS
Entity-specific disclosures
Monetary losses due to anti-competitive conduct
ESRS 2 MDR-M
During the 2025 and in line with previous years, we were not subject to any sanctions nor did we incur any monetary losses arising from administrative or judicial proceedings related to alleged breaches of competition regulations.
Likewise, the requests for information received from competition authorities during the year were duly addressed and resolved satisfactorily, and were closed without any further actions being initiated or corrective measures being required.
Tracking effectiveness of policies and actions through targets
ESRS 2 MDR-T
At present, we have not adopted measurable outcome-oriented targets related to competition management.
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TAX
"Taxes help drive growth and progress in the communities we serve"
Andrés Botella
Global Tax & Legal Director
The contents of this chapter include entity-specific material information, including the disclosure requirements established in Law 11/2018 on Non-Financial Information.
GOVERNANCE
ESRS 2 GOV-1; ESRS 2 GOV-2
Aware of the importance of ensuring proper management and due diligence in the fulfilment of tax obligations, and of the impact this has on the communities and territories in which we operate, the Fluidra Group has established the principles, functions and responsibilities that govern the actions and decisions of its management, executive and supervisory bodies in tax matters through the Tax Strategy, the Corporate Tax Directive and the Risk Management Policy.
These three documents have been designed and are updated in line with applicable legislation and best practices in corporate governance and risk control. The different bodies and their respective functions and responsibilities are set out below.
The Board of Directors is responsible for defining the basic principles of action in tax matters and for establishing the Group's tax compliance objectives and commitments through the approval of the Tax Strategy. The Board is duly informed, at least on an annual basis, of the policies applied in the management and compliance with tax obligations, as well as of tax risk control and management matters. It is also responsible for maintaining good corporate governance practices, transparency and integrity in all tax-related operations, fostering a culture of compliance and ensuring that the necessary resources are available to guarantee such compliance. Its functions and responsibilities in this area are set out in the Board of Directors' Regulations, which are available on the Group's corporate website.
Access here for further information on the strategic reports produced by "Pool Horizons".
The Executive Committee (MAC) is responsible for ensuring compliance with the principles, commitments and objectives set out in the Group's Tax Strategy, by establishing an appropriate system of control and supervision and providing it with the necessary resources to guarantee its effectiveness.
For its part, the Corporate Tax Department is responsible for implementing the Tax Strategy at global level, as well as for designing and implementing the internal procedures and control mechanisms necessary to ensure compliance with the applicable tax regulations.
The remaining areas, departments and companies are required to inform and consult the Corporate Tax Department regarding any actions or transactions that may have tax implications.
Finally, the Audit and Sustainability Committee of the Board of Directors is responsible for overseeing the effectiveness of the tax risk control and management systems implemented by the Corporate Tax Department, as well as for reviewing the actions carried out by that department, which can be consulted in the section "Actions and resources" of this chapter.
In addition, the Audit and Sustainability Committee reports periodically, at least once a year, to the Board of Directors on the policies applied by the Group in the management and compliance with its tax obligations, as well as on tax risk control and management matters.
This allocation of functions and responsibilities ensures that we maintain a clear, objective and robust governance structure in tax matters, aligned with our commitments to ethics and integrity, and contributing to compliance with applicable regulations in all jurisdictions in which we operate.
With regard to the management of tax risks, at Fluidra we apply the three lines of defence model, structured as follows:
First line of defence
Composed of regional business areas and their transactional support functions and shared services units, which are responsible for the day-to-day management of risks.
This line must ensure that risks are aligned with the approved risk appetite and the related limits. In addition to local tax teams, this category also includes functional areas involved in processes with tax implications, which are required to coordinate with the Corporate Tax Department in order to inform and consult on any actions or transactions that may have tax relevance.
Second line of defence
Composed of other corporate functions that oversee and control the Group's operations worldwide, including the new risk management function within Corporate Finance. These functions are responsible for monitoring and challenging the risk management activities carried out by the first line of defence. They ensure that risks are managed in accordance with the level of risk tolerance established by the Board of Directors
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and promote a strong compliance culture throughout the Organisation.
At this second level, among other corporate functions, sits the Corporate Tax Department.
Third line of defence
This line is made up of the area reporting to the Global Internal Audit & Compliance Director Officer, whose role is to ensure that policies, methodologies and procedures are appropriate and are applied effectively in the management and control of all risks. As the final layer of assurance, the third line reports to the Board of Directors through its Audit and Sustainability Committee.
STRATEGY
Material impacts, risks, and opportunities in taxation
ESRS 2 SBM-3

We are a multinational Group operating in 48 jurisdictions, which means that we are subject to multiple regulatory environments. This broad global presence exposes the Company to a range of challenges in the tax area, as each country has its own tax laws and regulations, which may change over time and be subject to differing interpretations.
Our operations cover a variety of activities related to the manufacture and distribution of pool equipment and water treatment solutions, which give rise to different types of taxes and regulatory requirements. This diversity of activities and markets adds an additional layer of complexity to the Group's tax management, as each type of operation may be taxed differently depending on the jurisdiction in which it is carried out.
In this context, Fluidra conducts its business in a VUCA environment (volatile, uncertain, complex and ambiguous). Volatility is reflected in the rapid and often unexpected changes in tax policies in the countries in which we operate. Uncertainty arises from the difficulty in anticipating how these policies will evolve and how they will affect the Company's operations. The complexity arises from the need to comply with a multitude of different and, at times, contradictory tax regulations. Likewise, changes in tariff measures and protectionist trade policies have a direct impact on the costs associated with sales. Finally, ambiguity refers to the lack of clarity in certain regulations and to the differing interpretations that tax authorities may adopt in the various countries in which we operate.
In addition, the taxation of multinational groups has become a central topic of social debate. Increasing public and media attention on how large corporations manage their tax obligations has led to heightened scrutiny by governments and international organisations. This has resulted in initiatives such as the OECD's Base Erosion and Profit Shifting (BEPS) project, which seeks to ensure that multinationals pay their fair share of taxes in each jurisdiction in which they operate.
Against this backdrop, we have carried out an exercise to identify and assess the main material impacts, risks and opportunities that may arise in the tax area as a result of our activities and presence, which are set out below.
Firstly, we have identified a current positive impact related to the Company's contribution to the creation of economic value through the adoption of responsible and transparent tax practices. This impact is linked to Fluidra's own operations and has a predominantly short-term effect. We have also identified a current negative impact in our own operations arising from the complexity associated with regulatory compliance across multiple jurisdictions. This global presence exposes Fluidra to tax-related challenges, as each country has its own tax laws and regulations, which may be subject to change.
With regard to risks, we have identified, firstly, a medium-term regulatory risk resulting from potential non-compliance with local or international tax laws, which could lead to financial penalties, interest charges and sanctions in the different jurisdictions in which the Group operates. Secondly, we have identified a short-term strategic risk arising from tariffs applied to imported products, which may significantly increase the cost base of goods sold in certain markets, affecting competitiveness and business margins. Finally, we have also identified a medium-term regulatory risk associated with the potential lack of clear and public disclosure of Fluidra's tax strategy, which could result in reputational damage and a loss of trust among key stakeholder groups.
Associated with this latter risk, we have identified a short-term opportunity in our own operations linked to strengthening Fluidra's position in benchmark studies and analyses through reporting and tax transparency. Disclosing complete and transparent information on our tax strategy allows us to strengthen stakeholder trust.
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With regard to the interaction of the identified impacts and risks with the strategy and business model, it should be noted that, as described below, Fluidra's Tax Strategy takes into account the recommendations of the OECD BEPS project and incorporates the principles set out in the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct.
In addition, the Board of Directors, in line with the obligations established under corporate law, must, among other tax‐related matters, approve transactions of particular tax significance and the holding of special purpose entities or entities located in tax havens.
The resilience of Fluidra's tax strategy is underpinned by the Company's own Tax Strategy, which sets out the guidelines and basic principles that inform our actions and our respect for tax regulations in the countries in which we operate.
Likewise, the Tax Directive, through its implementation procedures, monitors changes in business models, reorganisations and transfer pricing policies, establishing a series of monitoring and control mechanisms to ensure appropriate compliance.
For further information on these strategic and regulatory guidelines, please refer to the sections “Tax approach” and “MDR‐P. Policies adopted to manage material sustainability matters” of this chapter.
On the other hand, we report our provisions for taxes other than Corporate Income Tax in “Note 17. Provisions” of our Consolidated Financial Statements. Likewise, in “Note 27. Deferred Taxes and Income Tax” we provide other information of tax relevance.
Compared to the previous period, the negative impact related to non‐compliance with tax regulations arising from potential operations in tax havens has been removed. Although it was mapped, the mitigation measures and policies applied have significantly reduced its likelihood of impact and, therefore, it has not been considered material in this review.
In 2025, two new material risks were incorporated: Tariffs applied to imported productsPotential lack of clear and public disclosure of Fluidra's tax strategy.
With regard to opportunities, while none were identified in the previous financial year, in the 2025 review we identified one opportunity, closely linked to the latter risk, related to strengthening Fluidra's position through greater tax transparency and disclosure in response to the growing demand for responsible tax practices.
Tax approach
We have a Tax Strategy, approved in 2016 and updated in 2021 by the Group's Board of Directors, which sets out the principles and guidelines that must govern the decisions and actions taken in tax matters across all jurisdictions in which the Company operates, with a single objective: to ensure compliance with applicable regulations and to promote conduct based on good tax governance practices.
This includes ensuring that transactions between subsidiaries comply with the arm's length principle and avoiding the use of opaque structures that could artificially reduce the tax burden. In addition, Fluidra does not operate in jurisdictions considered to be tax havens or non‐cooperative jurisdictions for tax purposes, except where required for the development of commercial activities and for purely business‐related reasons.
Access here for more information about Fluidra's Tax Strategy.
The Tax Strategy establishes that the Corporate Tax Department shall be provided with the qualified human resources, material and functional means necessary to achieve the objectives pursued by the strategy. Likewise, within the scope of its responsibilities, the Corporate Tax Department provides advice to the Board of Directors on any decision with tax implications.
Accordingly, internal processes are defined to ensure the availability of adequate resources, both quantitatively and qualitatively, and to guarantee the proper assessment of relevant tax impacts and implications for the purposes of decision‐making in relation to significant transactions.
The Strategy incorporates the principles set out in the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct and is aligned with the commitments and objectives of the BEPS Project (Action Plan on Base Erosion and Profit Shifting). In addition, the document takes into account the Company's sustainability and long‐term value creation objectives, by contributing to the economic development of the communities in which it operates in line with Sustainable Development Goals (SDGs) 1, 8, 10 and 17.
Oversight of compliance with the Tax Strategy lies with the Audit and Sustainability Committee of the Board of Directors, which annually assesses the effectiveness of tax risk control and management systems and reports to the Board on the tax policies and practices adopted.
Stakeholder engagement and management of tax‐related concerns
Stakeholder collaboration processes
Relationship with tax authorities
As an integral part of our Tax Strategy, we seek to maintain a relationship with the tax authorities in the jurisdictions in which we operate that is based on cooperation, transparency and good faith.
To this end, the Company is committed to strict compliance with applicable tax regulations and ensures the proper filing of its tax obligations, seeking to reach mutually agreed solutions where possible and to minimise litigation.
Contributions to public policy
At Fluidra, we channel our contributions to public policy through our participation in industry associations. The positions
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advocated by the Company are aligned with principles of transparency and responsible tax conduct, while always respecting the legislation of each of the countries in which we operate.
Materiality assessment
Representatives of our stakeholders participate in the development of the materiality assessment, which forms the basis of this Consolidated Non-Financial Information Statement and Sustainability Information. During the financial year, they had the opportunity to share their concerns and expectations in this area, so that they could be taken into account in the Company's tax and sustainability strategy.
Confidential Channel
Stakeholders also have access to the Company's Confidential Channel, through which they may submit enquiries, seek advice or report incidents of any kind, including tax-related matters. All communications received through this channel are managed ensuring strict confidentiality for those who use it, with the aim of guaranteeing full freedom of expression and reporting, thereby avoiding any adverse consequences for participants.
> For further information, see the chapter "Ethics and compliance" of "ESRS G1. Business conduct".
Stakeholder concerns
As a result of these initiatives, we have identified that one of the main concerns of stakeholders is focused on understanding the taxation of multinational groups.
In particular, there is a common interest in knowing whether such taxation is fair and correlated with the economic activity carried out in each territory. An example of this social concern is the OECD initiative known as Pillar II, which has subsequently been transposed into legislation in many countries and proposes the introduction of a global minimum tax rate for large multinational groups.
In response to these concerns, we have decided to publicly disclose our Total Tax Contribution in the territories in which we operate, as detailed in the section "Actions and resources related to taxation" of this chapter. This measure reinforces the Company's commitment to transparency and responsible tax practices, ensuring that its taxation is perceived as fair and equitable by all stakeholders.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Tax policies
ESRS 2 MDR-P
The Fluidra Risk Management Policy establishes the overarching framework for the identification, assessment and mitigation of risks across all areas of the Company, including tax management. As an umbrella policy, it provides a comprehensive approach that ensures business stability and sustainability, aligning decision-making with the principles of
transparency, regulatory compliance and corporate responsibility.
This approach enables the anticipation of potential adverse scenarios, ensuring operational continuity and the protection of stakeholders. Through a structured governance model, this Policy is complemented by internal regulations and international regulatory frameworks, ensuring its integration with other key Company processes. Its application not only strengthens regulatory compliance but also promotes decision-making based on a rigorous risk assessment.
The Policy is periodically reviewed and adapted to regulatory and market changes, ensuring its effectiveness and alignment with the Group's strategic objectives.
Risk Management Policy
| Date | Initial approval: 25 March 2021.
Last review: 30 March 2022. |
| --- | --- |
| Responsible body | Board of Directors. |
| Objectives | To provide guidelines for the management of risks that could have an impact on Fluidra's mission and the achievement of its corporate objectives. To ensure the Company's long-term sustainability by protecting people, assets and business partners. |
| Scope of application | Applicable to all activities and processes of the Fluidra Group. It forms part of the Company's governance framework and is complemented by other specific internal policies. It covers the management of financial, strategic, operational, regulatory and reputational risks. |
| Third-party standards and initiatives considered | • Fluidra Code of Ethics.
• Delegation of authority of the Board of Directors.
• General and functional policies and procedures.
• Legislation of each country in which Fluidra operates. |
| Access to the document | Available to all stakeholders on Fluidra's corporate website (https://www.fluidra.com/investors/fluidra-policies/) |
Likewise, in order to further develop the general principles established by the Tax Strategy, we have developed a Corporate Tax Directive, which defines the areas subject to monitoring and control, as well as the hierarchical and functional levels of the Group that are required to report specific controls to the Corporate Tax Department.
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Corporate Tax Directive
| Date | Initial approval: November 2021. Last review: May 2023. |
|---|---|
| Responsible body | Executive Committee (MAC). |
| Objectives | To develop the working principles and methodologies, identify responsibilities, and define the three levels of cooperation required from members of the Fluidra Group in order to ensure adequate tax risk management. |
| Scope of application | Applicable to all entities and own workforce of the Fluidra Group, who must comply with its content regardless of their position or the territory in which they are located. The only exceptions are cases in which the applicable laws in the jurisdiction in which they operate establish stricter provisions, which shall prevail over this Directive. The Corporate Tax Directive also applies to all direct taxes on corporate profits, indirect taxes, and taxes on employment income and other applicable income, as well as to existing reporting obligations with the relevant Tax Authorities. |
| Third-party standards and initiatives considered | • OECD Action Plan on Base Erosion and Profit Shifting (BEPS). • Directive (EU) 2016/1164 and its amendment by Directive (EU) 2017/952, on rules against tax avoidance. • Directive (EU) 2018/822 on the obligation to report aggressive tax planning arrangements. • GRI 207 Tax Standard of the Global Reporting Initiative (2019). |
| Access to the document | Available to own workforce on Fluidra's corporate intranet. |
On the other hand, as with the rest of the material sustainability matters, the process for the identification, analysis and assessment of tax risks, as well as the guidelines for defining mitigation plans, are set out in the Group's Risk Management Policy.
In addition, within the framework of our Risk Management Policy, we have specific tax risk control procedures, which were approved by the Executive Committee in 2021. The objective of these controls is to proactively identify tax risks that may arise from activities or decisions that could have tax implications (for example, transfer pricing, dividend payments between Group companies, among others).
For their definition, the input of the relevant internal stakeholders of the Company is taken into account, insofar as they collaborate in the execution of the controls derived from the areas of action or decision within their respective responsibilities.
Actions and resources related to taxation
ESRS 2 MDR-A
The management of Fluidra's tax function and tax matters is based on continuous improvement, with the aim of evolving and responding to the ongoing challenges arising from the current tax environment.
In this regard, two initiatives stand out during this financial year due to their relevance and the resources involved:
Preparation and publication of the Total Tax Contribution (TTC)
During the current financial year, an internal project was carried out with the aim of digitalising and improving the internal reporting and measurement of the Group's Total Tax Contribution, in order to communicate the taxes paid and collected in all the jurisdictions in which the Group operates, detailing the different types of taxes (corporate, employment-related, indirect taxes, among others). The publication of the TTC report represents a very significant qualitative advance for Fluidra in its tax sustainability strategy.
The measurement of Fluidra's tax contribution follows PwC's "Total Tax Contribution" (TTC) methodology, which is widely recognised and commonly accepted. This methodology allows Fluidra's level of contribution to be explained in a clear and easily understandable manner and enables comparison of our tax contribution with that of similar business groups.
In summary, this has made it possible to:
- Increase tax transparency by disclosing the total tax contribution and its impact on local economies.
- Promote stakeholder trust by demonstrating Fluidra's commitment to responsible tax compliance.
- Facilitate compliance with sustainability standards by providing metrics and indicators in line with the requirements of GRI Standard 207 and Law 11/2018 on Non-Financial Information.
By publishing its tax contribution, we ensure the inclusion of all taxes paid and collected across the various jurisdictions, providing a comprehensive and global view of the Company's economic contribution.
In addition, the indicators used under the TTC methodology help stakeholders to understand the Group's economic contribution and to place it in context in relation to its financial position and the economic situation of the countries in which it operates, given that certain tax categories are more closely linked than others to economic cycles.
The report will be updated annually and will reflect changes in contributions and in the regulatory environment, enabling stakeholders to measure Fluidra's impact in each jurisdiction and assess its progress compared with previous years. Furthermore, should any need for adjustment or improvement, or any discrepancies in the published information, be identified, the appropriate corrective actions will be implemented.
Implementation of a management tool for the different tax processes
Likewise, and with the aim of addressing the challenges of the digital transformation of the tax function, during 2025, we continued to make progress in the digitalisation of the tax function through the implementation of a reporting tool.
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This tool enables information to be obtained and processed more accurately, minimising human error. In this way, it ensures more efficient management and provides reliable and precise information, thereby facilitating transparency and regulatory compliance.
METRICS AND TARGETS
Entity-specific information
Tracking effectiveness of policies and actions through targets
ESRS 2 MDR-T
We have defined specific tax-related targets with the aim of strengthening transparency, efficiency and tax responsibility in a regulatory and socio-economic context that is constantly evolving. These targets respond to the principles of good governance and corporate sustainability that guide the Group's strategy and are aligned with current challenges in the taxation of multinational groups, marked by increasing information requirements, the digitalisation of tax processes and the evolution of international tax regulations.
In this regard, during 2025 two key global targets were pursued:
- To calculate and publish the Total Tax Contribution.
- To increase the efficiency and digitalisation of tax reporting processes through the implementation of a tool that ensures greater data reliability and traceability.
The first target responds to the growing demand for tax transparency from investors, regulators and other stakeholders, as well as to international initiatives, both voluntary, such as GRI 207 and Measuring Stakeholder Capitalism Towards Common Metrics, and mandatory, including the forthcoming implementation of public Country-by-Country Reporting (CbCR). Publishing the Total Tax Contribution enables Fluidra to anticipate these requirements and provide detailed information on its tax burden and its distribution across the territories in which it operates.
The second target addresses the need to optimise tax management in an environment in which the volume of tax obligations requires a high level of accuracy and adaptability to regulatory changes. Automating tax processes facilitates data-driven decision-making, minimises manual errors and strengthens information traceability. Moreover, the European Union's and tax authorities' focus on digital transformation reinforces the need to move forward in this direction.
During the 2025, financial year, we successfully met these commitments, as reflected in the publication of Total Tax Contribution data in this report, as well as in the implementation of the tax reporting tool, which has improved the quality and accessibility of information.
Building on the target set in 2024, in the coming financial years we plan to prepare and publish a Tax Transparency Report, which will expand on the information contained in the financial and sustainability reports. This initiative will make it possible to provide a higher level of detail on the Company's tax management, strengthening investor and stakeholder trust and reaffirming Fluidra's commitment to sustainability and transparency in tax matters.
Although stakeholders did not explicitly participate in the definition of these targets, their interests were taken into account in the selection process, given the growing relevance of tax transparency in the public debate.
Tax contribution
ESRS 2 MDR-M
Total Tax Contribution
As mentioned above, the Total Tax Contribution measures the overall impact represented by the payment of taxes by a company. This assessment is carried out from the perspective of the total contribution of taxes paid to the different public administrations, either directly or indirectly, as a result of our economic activity.
Our Total Tax Contribution amounted to 352.4 million euros in the 2025 (366,6 million in 2024), of which 154.2 million euros correspond to taxes borne (EUR 181,5 million in 2024) and 198.2 million euros to taxes collected (EUR 185,1 million in 2024). Likewise, 68% of the contribution is concentrated in Spain, France, the United States of America and Australia, which are the countries where the bulk of the Group's activities are carried out.

TOTAL TAX CONTRIBUTION (DISTRIBUTION BY TYPE OF TAX AND GEOGRAPHY)
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Ratio TTC
The Tax Contribution ratio is an indicator of the cost represented by taxes borne in relation to the profit before tax obtained. The calculation is performed as the percentage of taxes borne in relation to profit before those taxes are borne, taking into account consolidated figures that include Fluidra's global activities.
Fluidra's Total Tax Contribution ratio amounts to 44% and the weight of each tax category is distributed as follows:
- 14% - Total Tax Contribution ratio for taxes on profits.
- 18% - Total Tax Contribution ratio for employment-related taxes.
- 12% - Total Tax Contribution ratio for other taxes (taxes on property, products and services, and environmental taxes).

DISTRIBUTION OF RATIO TTC
Distributed tax value
According to the TTC methodology, a company's distributed value is made up of the sum of the following elements:
- Net interest.
- Wages and salaries (net of taxes collected from employees).
- Taxes (borne and collected by the Company).
- Value for shareholders (i.e. profit after tax, dividends, reserves, etc.).
The distributed tax value makes it possible to understand what proportion of the total value generated by Fluidra is allocated to the payment of taxes borne and collected for public administrations.
In essence, the distributed tax value reflects how we contribute to society through the economic value we generate.

DISTRIBUTED TAX VALUE
DISTRIBUTED TAX VALUE

In 2025, the 40% of the value distributed by Fluidra has been paid to the Public Treasury through taxes (18% taxes borne and 23% taxes collected) generated as a result of its economic activity.
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Information requested by Law 11/2018
Public grants received
During the 2025 financial year, we received a total of 332,152 euros in public grants, compared to 440,719 euros in 2024 mainly allocated to environmental matters, R&D and vocational training. Spain, with 265,511 euros (80%), and China, with 48,255 euros (15%), once again lead the list of countries providing the highest level of grants to Group companies over the past year.
In any case, there is no state ownership in the Company's shareholding structure.
SUBSIDIES (IN THOUSANDS OF EUROS)
| 2025 | 2024 | |
|---|---|---|
| Austria | 3 | 3 |
| China | 48 | 126 |
| Croatia | 1 | 2 |
| Spain | 266 | 293 |
| France | 8 | 7 |
| Italy | 0 | 2 |
| Netherlands | 0 | 0 |
| Portugal | 2 | 0 |
| Czech Republic | 0 | 0 |
| Russia | 0 | 1 |
| Singapore | 5 | 5 |
| Total | 332 | 441 |
PROFITS AND TAXES ON PROFITS PAID BY COUNTRY
| Country-by-country profit (in thousands of euros) | Corporate income tax paid (in thousands of euros) | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Germany | -2,645 | -2,489 | 198 | 1,517 |
| Australia | 22,689 | 23,332 | 9,688 | 7,859 |
| Austria | -375 | 2,093 | 224 | 157 |
| Belgium | 386 | 28 | 16 | 160 |
| Bosnia and Herzegovina | 887 | 413 | 65 | 55 |
| Brazil | 2,073 | 2,087 | 376 | 1,024 |
| Bulgaria | 3,762 | 3,079 | 398 | 302 |
| Canada | 894 | 513 | 0 | 121 |
| Chile | 236 | 239 | 46 | 294 |
| China | 2,646 | 6,030 | 652 | 212 |
| Cyprus | 555 | 892 | 79 | 123 |
| Colombia | 302 | 28 | 29 | 79 |
| Croatia | 689 | 521 | 115 | 83 |
| Denmark | -726 | -428 | 148 | 398 |
| Egypt | 1,513 | 1,813 | 712 | 770 |
| United Arab Emirates | 9,862 | 7,287 | 649 | 0 |
| Slovenia | 45 | 46 | 17 | 8 |
| Spain | -25,393 | -16,417 | -16,243 | 31,739 |
| United States of America | 170,143 | 100,137 | 34,368 | 46,394 |
| France | 19,864 | 22,031 | 2,566 | -113 |
| Greece | 4,301 | 3,616 | 784 | 932 |
| Netherlands | 2,247 | 1,774 | 429 | 554 |
| Hong Kong | 270 | 3 | -1 | -5 |
| Hungary | -214 | -991 | 8 | 22 |
| India | 1,911 | 2,185 | 904 | 408 |
| Indonesia | -77 | -229 | 14 | 0 |
| Italy | 8,581 | 9,361 | 4,147 | 104 |
| Kazakhstan | 399 | 352 | 84 | 86 |
| Malaysia | -5 | 159 | -45 | 30 |
| Morocco | 4,062 | 2,899 | 889 | 1,098 |
| Mexico | -541 | 192 | 75 | 384 |
| Montenegro | 112 | 143 | 13 | 17 |
| New Zealand | 23 | -99 | 26 | -2 |
| Poland | 286 | 507 | -46 | 95 |
| Portugal | 2,361 | 3,584 | 1,318 | 642 |
| United Kingdom | 3,661 | 4,388 | 1,445 | 1,167 |
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| Country-by-country profit (in thousands of euros) | Corporate income tax paid (in thousands of euros) | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Czech Republic | 963 | 454 | 416 | 162 |
| Romania | 431 | 478 | 90 | 75 |
| Russia | 2,389 | 2,910 | 490 | 368 |
| Serbia | 477 | 817 | 73 | 88 |
| Singapore | -39 | 293 | 6 | 119 |
| South Africa | 2,634 | 5,696 | 894 | 1,538 |
| Sweden | 686 | 221 | 68 | 20 |
| Switzerland | 141 | -365 | -2 | 55 |
| Thailand | 722 | 687 | 165 | 143 |
| Tunisia | 18 | 31 | 15 | 36 |
| Turkey | -372 | 2,670 | 260 | 245 |
| Vietnam | 51 | 116 | 11 | 39 |
| Total | 242,885 | 193,089 | 46,632 | 99,605 |
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INFORMATION AND CYBERSECURITY
"In 2025, we launched our Global Cybersecurity Strategy 2025-2030, further matured our Zero Trust architecture, and made progress in our alignment with NIS2 and the Cyber Resilience Act. With 1.2 million devices connected in our customers' homes, our mission is clear: to protect the trust that families place in Fluidra every day"
Ángel Urñuela
CISO
The contents of this chapter include entity-specific information of material relevance.
GOVERNANCE
Cybersecurity leadership and oversight
ESRS 2 GOV-1; ESRS GOV-2
At Fluidra, cybersecurity governance is essential to protect digital assets and strengthen the trust of customers, employees, and partners. Our model, aligned with international standards, is designed to respond to a constantly evolving digital environment.
The Chief Information Security Officer (CISO) leads our cybersecurity strategy, ensuring the implementation and compliance of effective policies and controls, as well as the identification of emerging risks. Since 2025, the CISO reports to the Chief Information Officer (CIO) and, functionally, to the Chief Product Officer (CPO), reinforcing the integration of security into both the technology strategy and product development, including the connected pool cloud platform.
The Information Security and Cybersecurity Committee (ISSC), established in 2020, comprises the CISO, CIO, CPO, Chief Financial and Sustainability Officer (CFSO), Chief Executive Officer (CEO), and other key leaders. This committee, which meets quarterly, aims to:
- Align security initiatives with Fluidra's strategic objectives.
- Oversee program progress and its impact on the business.
- Monitor the risk landscape and address potential cross-functional obstacles.
The CEO, the CFSO, the CIO, and the CPO, in addition to being members of the ISSC, are also part of the Executive Committee (MAC), ensuring that security-related decisions are fully integrated into the company's overall strategy and supported by senior management.
In addition, the CISO reports quarterly and at least twice a year to the Audit and Sustainability Committee of the Board of Directors on the cybersecurity risk management framework. These sessions allow validation of control effectiveness, review of security maturity evolution, and assessment of progress against the objectives of the Cybersecurity Strategic Plan. The Committee, as a delegated body of the Board, ensures independent oversight and serves as the primary channel for escalating risks and compliance matters to the highest level.
This governance model positions cybersecurity as a cross-cutting pillar of corporate management, ensuring the protection of digital assets and the trust of all stakeholders
STRATEGY
ESRS Requirements
Material impacts, risks and opportunities
ESRS 2 SBM-3

During the materiality assessment process, we identified one negative impact and one cybersecurity risk, both of which are interrelated.
First, the impact refers to the potential effect on the right to privacy and the protection of personal data of the Company's
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stakeholders, with particular attention to employees, customers, and end users, that is, the downstream value chain, as a result of events and threats such as ransomware, malware, fraud, and social engineering techniques.
Linked to the potential materialization of this impact, a short-term operational risk has been identified, involving financial losses, legal sanctions, and reputational damage due to operational disruptions or the leakage of sensitive data resulting from the threats described above.
As cybersecurity threats continue to increase volume and sophistication, the Company needs to adopt practices that enable it to respond quickly to incidents and risks, while enhancing resilience and protecting future threats. To this end, Fluidra has an incident response team and plan in place, with clearly defined roles and responsibilities to manage the intake, communication, and remediation of security incidents and risks, as well as crisis management. For more information on the resilience of the Company's strategy and business model, see the initiatives related to resilience and cyber crisis management in the section "Actions and resources in cybersecurity" of this chapter.
Although no incidents with significant impact occurred in 2025, the Company continued to advance in executing its Global Cybersecurity Program, continuously strengthening its security controls and resilience capabilities. As part of this structured approach, we maintain financial risk mitigation mechanisms, such as corporate cyber insurance, which complement the comprehensive management of technological risk.
Aware of the impact that an incident could have on the Company's day-to-day operations, we maintain a proactive risk management strategy. We conduct periodic cybersecurity risk assessments based on qualitative analysis and lessons learned from previous exercises, enabling us to adjust security controls and strengthen operational continuity.
During the reporting period, there were no changes in incidents, risks, or opportunities of material relevance compared to the previous reference period.
Entity-specific disclosures Cybersecurity Strategy (2023-2037)
At Fluidra, cybersecurity is a core pillar that ensures operational resilience, protects our global digital ecosystem, and maintains the trust of customers, employees, and partners. In 2025, a $16.3\%$ increase in cybersecurity investment has consolidated the shift from a defensive to a proactive approach.
Building on the progress achieved under the 2023-2027 Cybersecurity Strategic Plan, in 2025 we began the transition to a new Global Cybersecurity Strategy 2025-2030. This latest phase strengthens the integration of cybersecurity as a key business capability, driving secure innovation, operational continuity, and compliance with international regulations such as the NIS2 Directive and the Cyber Resilience Act (CRA).
The new 2025-2030 strategy is structured around four strategic pillars, which evolve those of the previous plan and consolidate the maturity of our security model:
CYBERSECURITY STRATEGIC PILLARS 2025-2030

DIGITAL IDENTITY AND TRUS
- Identity Governance.
- Management of corporate and customer identities and access (IAM and CIAM).
- Privileged access management (PAM).
- Identity-centric Zero Trust strategy.
- Adaptive, behavior-based authentication using AI.
- Identity threat detection and response (ITDR).
Intelligent automation of access provisioning and deprovisioning.

CYBER DEFENSE AND RESILIENCE
- Cyber crisis resilience and recovery program.
- Continuous improvement of the incident response program.
Intelligent Operations Center based on advanced analytics and AI-driven orchestration. - Comprehensive vulnerability and attack surface management.
- Cybersecurity management in industrial environments.
- Continuous monitoring and AI-based anomaly detection across identities, endpoints, and networks.

SECURITY GOVERNANCE AND COMPLIANCE
- Cybersecurity governance program.
- Cybersecurity risk management and continuous assessments.
Compliance with laws, standards, and regulatory requirements. - Digital supply chain security program.
- Security in the adoption of AI technologies and advanced models.
- Security culture, awareness, and secure behavior.
Data loss prevention (DLP) program.

CONNECTED PRODUCTS SECURITY
- Secure design of IoT devices for connected pools.
- Secure software development (SSDLC) with automated reviews.
- Application and web services security.
- Cloud operations security.
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As part of this framework, we actively monitor and continuously improve our attack surface through specialized platforms such as BitSight, which enable us to assess our exposure and benchmark it against industry standards proactively. In 2025, Fluidra closed the year with a BitSight security rating of 750 points, after reaching a peak of 760 points in August.
Preparation for emerging threats: AI and quantum computing
As part of our 2025–2030 strategic vision, Fluidra recognizes the importance of anticipating emerging threats arising from advances in artificial intelligence and quantum computing. The proliferation of accessible AI tools is transforming the threat landscape, enabling more sophisticated phishing attacks, automated malware generation, and highly personalized social engineering campaigns. For this reason, our new AI Security Directive not only regulates the secure use of these technologies within Fluidra but also lays the foundations to strengthen our defenses against AI-enabled attacks.
Similarly, while quantum computing poses a medium- to long-term threat to current encryption systems, we have begun assessing our cryptographic algorithms to plan an orderly transition to post-quantum solutions when necessary.
IMPACT, RISK AND OPPORTUNITY MANAGEMENT
Cybersecurity policies
ESRS 2 MDR-P
Our commitment to information security and cybersecurity is reflected in both the Code of Ethics and the Code of Ethics for Suppliers.
- The former sets out the obligation of employees to use the devices provided by the Company appropriately for the performance of their duties, in accordance with the guidelines established in corporate policies.
- The latter requires suppliers to maintain the confidentiality of information and apply security measures equivalent to those of Fluidra throughout the entire contractual relationship and after its termination.
> For more information on the content and objectives of this Policy, see the section "Business conduct policies and corporate culture" within the "Ethics and compliance" chapter.
These commitments are further developed through a set of global policies and directives, approved by the Executive Committee (MAC), which ensure a comprehensive and consistent approach to security risk management. The main standards are as follows:
Information Security Directive
Establishes the global framework for managing information security at Fluidra, defining strategic objectives, key roles, and responsibilities. Its main elements include:
- Continuous investment in security: the CISO manages the cybersecurity budget, reviews spending requests, and makes decisions aligned with organizational needs, reporting to the ISSC.
- Data protection: ensures the confidentiality, integrity, and availability of information, networks, systems, and applications.
- Threat monitoring and response: implements real-time monitoring systems to detect and respond to threats, including end-user activities.
- Roles and responsibilities: defines specific roles, including the CISO, the security team, and end users, and promotes continuous cybersecurity training.
- Vendor management: assesses risks in interactions with third parties and suppliers, reviewing the security of externally stored data
Information Security Incident Management Directive
Ensures a structured, agile, and effective response to security incidents. It includes:
- Structured management: defines an incident response team with clear roles and procedures covering the six phases of incident management: preparation, identification, containment, eradication, recovery, and lessons learned.
- Global plans and procedures: develops a Global Cyber Incident Response Plan with specific strategies for ransomware and supply chain attacks.
- Training and exercises: conducts annual training sessions and exercises to prepare teams for critical scenarios.
Cybersecurity Acceptable Use Directive
Promotes the responsible use of information systems, ensuring secure and ethical practices. Key points include:
- Controlled access: access is granted only to systems required for an employee's role, in accordance with the principle of least privilege.
- Password security mandates the use of multi-factor authentication (MFA) and secure password management.
- Secure practices: regulates the use of the Internet and email for work purposes, including restrictions on high-risk websites and proper handling of sensitive information.
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Digital Supply Chain Security Directive and Procedure
Establishes measures to protect security in relationships with suppliers. Key points include:
- Supplier classification: assigns risk levels based on access to sensitive data and potential impact, applying specific assessments for each level.
- Review and monitoring: conducts pre-contract assessments and periodic reviews to ensure compliance with security requirements.
- End-to-end management: covers the entire supplier lifecycle, from onboarding to offboarding, ensuring the protection of critical data and processes.
Onboarding and Offboarding Security Directive and Procedure
Establishes security controls throughout the employee lifecycle, from onboarding to departure from the company. Key aspects include:
- Onboarding: includes pre-employment checks, such as identity, employment history, and educational background verification, as well as the signing of confidentiality agreements that align employees with security policies.
- Continuous awareness: implements periodic training and social engineering simulations, including phishing, vishing, and smishing, to mitigate risks and strengthen the security culture.
- Secure offboarding: ensures access revocation, recovery of corporate assets, and the secure transfer or deletion of data.
Global Identity and Access Management (IAM) Directive
Establishes the global framework for managing digital identities and access at Fluidra. Its key principles include:
- Centralization: identity and access management is carried out under a global model, ensuring consistency and traceability.
- Least privilege: access rights are granted according to user roles and are reviewed regularly.
- Continuous oversight: accounts with elevated privileges are regularly audited to ensure appropriate use.
- Multi-factor authentication: mandatory across all corporate systems and applications, strengthening protection against unauthorized access.
Websites Security Directive and Procedure
Defines the security requirements applicable to all Fluidra websites and portals, both B2B and B2C. Its main pillars are
-
Security assessments: conducted before launch and through periodic reviews to identify vulnerabilities.
-
International standards: development and maintenance follow globally recognized security best practices and frameworks.
- Oversight and escalation: risks are monitored, and incidents that exceed the corporate risk appetite are escalated.
Artificial Intelligence (AI) Directive
Establishes the global framework for the secure, ethical, and responsible use of artificial intelligence at Fluidra. Its main elements are
- Information security: ensures that any AI system or tool complies with corporate requirements for data confidentiality, integrity, and availability, applying access controls, encryption, and continuous vulnerability reviews.
- Regulatory compliance: requires that AI systems processing personal or sensitive information comply with applicable laws, ensuring traceability and logging of automated decisions.
- Risk management: requires assessing and mitigating security, ethical, and operational risks before developing or adopting AI solutions, and prioritizing technical and organizational controls based on risk level.
- Structured governance: establishes an Artificial Intelligence Committee that reviews, approves, and oversees all AI-related initiatives, ensuring alignment with security policies and corporate strategy.
During 2025, Fluidra remained aligned with the Cybersecurity Governance Code promoted by the CNMV, reinforcing transparency and accountability in cybersecurity matters.
In addition, the Cybersecurity function works closely with the Legal Department to ensure complete alignment of Fluidra with the NIS2 Directive. In this context, the legal entities to which the regulation applies have been identified, their registration with the competent authorities is underway, and a new cybersecurity governance model is being defined to integrate both the general and local requirements of NIS2. Furthermore, incident notification protocols are being developed and tested in line with the directive's requirements to ensure an agile, coordinated response to any relevant security event.
In parallel, Fluidra is progressing in the implementation of the requirements of the CRA, ensuring that digital and connected products incorporate security-by-design and maintain a controlled lifecycle that guarantees resilience against vulnerabilities and cyber threats.
We also reaffirm our commitment to the General Data Protection Regulation (GDPR) and continuously review and optimize our policies and procedures to ensure comprehensive compliance and adequate protection of personal data.
2025 Integrated Annual Report
Cybersecurity actions and resources
Eshs, Mdr
“Fluidra achieved a perfect score (160/180) in the V Cybersecurity Transparency Ranking of IBEX 35 companies by WatchBAct Protection Services.”
During 2025, Fluidra continued to make progress in executing its cybersecurity strategy, consolidating the foundations required to address the new strategic phase 2025--2030. Below, we outline in detail the actions carried out globally during 2025 across each of these areas:
Digital identity and trust
At Fluidra, identity and access management continues to be a core pillar of our cybersecurity strategy, ensuring that each user, device, and system accesses only the resources required in a secure, controlled, and efficient manner. During 2025, we strengthened this area with new protection, automation, and governance capabilities aligned with a fully integrated Zero Trust approach.
As part of this approach, a formal Zero Trust framework was defined, supported by five pillars and key maturity indicators that enable the program's effectiveness to be assessed. This framework positions identity as the central axis of digital trust. It has driven the implementation of various controls for privileged accounts, critical cloud applications, internal network access, and secure information management.
In the area of identity governance and administration (IGA), automation of key user lifecycle events, including joiners, movers, and leavers, was initiated, establishing the human resources system as the corporate source of truth. This advancement enables more efficient and consistent identity management at a global level, reducing risks associated with residual access and improving traceability.
In privileged access management (PAM), privileged credentials for infrastructure, SaaS environments, and corporate directories are securely stored, strengthening control and security. In addition, an Identity Security Posture Management (ISPM) program was designed to periodically assess the health and compliance of privileged identities, ensuring alignment with corporate policies.
Additionally, a successful pilot of Endpoint Privilege Management (EPM) was completed, and the gradual removal of local privileges in IT environments was initiated, reducing the attack surface and mitigating risks of privilege escalation or abuse.
During 2025 a solution was also deployed to provide complete visibility into non-human identities (NHI) in critical systems, along with the design of a specific governance model to ensure their secure and traceable management.
Finally, in the area of advanced authentication, more than 95% of corporate applications were federated, eliminating legacy authentication paths and improving the user experience. In addition, FIDO2 keys were introduced, and passwordless authentication was deployed for selected user groups, increasing protection against phishing attacks and credential theft.
Cyber defence and resilience
2025 was a year of consolidation and improvement of the processes defined in previous exercises, with progress in the coverage of technologies such as EDR, web browsing security, and defences against email-based attacks, along with a clear focus on automating and optimizing these capabilities.
In addition, detection, response, and recovery capabilities were strengthened, ensuring the continuity of critical operations.
Finally, progress was made in improving the visibility and protection of the industrial environment by deploying security tools and controls across the Group's main manufacturing facilities, thereby strengthening the resilience of industrial systems.
Resilience and cyber crisis management
We have focused our efforts on strengthening our cyber resilience through three primary lines of action: enhancing the technical incident response framework, executive preparedness for cyber crises, and operational recovery and business continuity following incidents.
During the year, we adopted a practical approach to reviewing technical documentation, including playbooks and technical procedures, by creating scenarios that enabled technical teams to exercise their capabilities and validate the effectiveness of our security tools. This approach also supported the continuous improvement of documented processes.
In addition, we strengthened the management of lessons learned, ensuring that each incident or exercise contributes to the maturity of the response program.
At the business and executive level, we maintain our commitment to crisis preparedness through simulation exercises, including tabletop exercises, and by updating supporting processes and materials.
In parallel, we made progress in defining disaster recovery strategies, both from an availability perspective and in response to ransomware, working closely with IT teams and digital areas to increase our recovery capabilities.
Finally, we rely on complementary mechanisms such as cyber insurance, which strengthen our resilience ecosystem. This comprehensive approach enables Fluidra to maintain operational continuity. It reaffirms its commitment to a robust cyber resilience strategy that protects digital assets and strengthens customer and partner trust in an increasingly demanding environment.
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Fluidra Security Operations Center (FSOC)
In 2025, Fluidra's Security Operations Centre (FSOC) continued to be a core pillar of our cybersecurity strategy, ensuring 24/7 monitoring and incident response across all of the Company's digital environments.
During the year, the FSOC drove a key technological transformation by replacing the SIEM and EDR platforms and by incorporating artificial intelligence and process automation to optimize threat detection and response. This evolution strengthens operational efficiency and enables faster incident response. The team enhanced alert management and ingestion across multiple environments, improving the visibility and prioritization of critical events. In addition, penetration testing exercises were conducted to assess the resilience of critical systems, applications, and services.
These initiatives reinforce the FSOC's ability to anticipate, detect, and respond effectively to threats, thereby consolidating Fluidra's commitment to robust cybersecurity and a secure, reliable digital operation.
Continuous threat exposure management (CTEM)
In 2025, we expanded our threat visibility by incorporating cloud environments, enabling improved real-time detection and management of critical vulnerabilities in collaboration with technical teams, thereby strengthening coverage across our internal and external environments.
From an external perspective, our strategy focuses on proactive monitoring of exposed services, dark web surveillance, detection of compromised credentials, and cyber intelligence analysis. This approach allows us to assess and prioritize vulnerabilities based on their potential impact, directing efforts toward the risks most relevant to the organization.
Internally, we implemented a centralized technology asset monitoring system that includes continuous assessment of security controls, validation of critical configurations, and monitoring of compliance with key policies. This ensures that our systems maintain an optimal level of protection and remain aligned with leading international standards.
Complementing these actions, we continue to conduct Red Team exercises that simulate real-world attacks to identify potential gaps from an attacker's perspective. These simulations allow us to validate the effectiveness of our defences, train incident response teams, and strengthen our operational resilience against emerging threats.
Security governance and compliance
In 2025, we significantly strengthened our cybersecurity governance and compliance model, consolidating a comprehensive approach that combines strategic risk management, effective oversight, and continuous control improvement.
A new Global Cybersecurity Policy is being developed and prepared for approval by the Board of Directors. The policy will update the principles, responsibilities, and operating frameworks that guide the global information security program, reinforcing alignment of the security model with business evolution and international regulatory requirements.
During the year, the cybersecurity risk register was updated to incorporate scenarios arising from digital transformation and the evolving regulatory landscape. This process provides a dynamic view of risk that aligns with Fluidra's strategic objectives and risk appetite.
As part of the assurance cycle, a cybersecurity audit was conducted at a manufacturing plant in the United States, with positive results confirming the effectiveness of the controls in place. The identified areas for improvement will be progressively replicated across other Group facilities.
In addition, the Cybersecurity team supported companies acquired during the year throughout their integration, ensuring they adopted corporate controls and standards before being connected to Fluidra's global systems.
In terms of information protection, the Data Loss Prevention (DLP) program further consolidated its operational maturity by incorporating performance metrics and a "coaching" operating mode, in which alerts inform and raise awareness of appropriate information use. This educational approach has improved understanding of information usage policies and reduced incidents of accidental data exposure.
Finally, Fluidra maintains and strengthens its Information Security Management System (ISMS), certified under ISO 27001, which covers the operations of the Security Operations Centre (FSOC). This system ensures continuous improvement, control effectiveness, and compliance with international security and risk management requirements.
Digital supply chain management
In 2025, we continued to strengthen digital supply chain management through a global assessment model structured into three levels, classifying suppliers based on their criticality and the level of risk they pose to the organization.
Since the approval of the Digital Supply Chain Security Management Policy by the MAC in 2023, this framework has become a key component of the cybersecurity program, enabling standardized, traceable, and risk-proportionate assessments for each supplier.
During 2025, the assessment process was automated, increasing efficiency, consistency, and visibility of compliance status at a global level. This automation significantly reduced response times and facilitated a more agile integration of security controls into procurement and contracting processes.
Throughout the year, 131 supplier assessments were conducted, distributed according to their risk level:
- High risk: includes suppliers with access to confidential data or critical services whose disruption could directly impact operations. At this level, 5 suppliers were assessed using
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comprehensive security questionnaires and compliance reviews, such as ISO 27001 and SOC 2.
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Moderate risk: includes suppliers with limited access to sensitive information or whose disruption could have a mild impact. Nine assessments were conducted at this level, reviewing simplified questionnaires and verifying compliance with our internal policies.
-
Low risk: includes suppliers that do not represent a significant cybersecurity risk. During the year, 117 suppliers were assessed at this level, applying basic review measures and risk-proportionate controls.
Security culture
At Fluidra, building a strong cybersecurity culture remains a strategic priority and a fundamental pillar of our resilience model. Our objective is to ensure that all employees act as the first line of defense against digital threats, understand the risks, and apply sound security practices in their day-to-day activities.
In 2025, we launched the Digital LifeGuards program, a global initiative aimed at turning employees into "digital lifeguards" who can detect, prevent, and report risky behaviors. The program combines communication, training, and recognition to foster an active, positive, and collaborative security culture.
Through this initiative, we introduced quarterly awards to recognize the commitment and exemplary behavior of employees who stand out in protecting information. In 2025, 61 Cybersecurity Ambassadors were recognized. This engaging and educational approach increased participation and the sense of shared responsibility in cybersecurity.
During the year, nearly 2,524 hours of cybersecurity training were delivered, including 48,392 phishing simulations, resulting in a 1.30% click rate on low-difficulty malicious emails.
In addition, targeted training sessions were conducted across departments, roles, and locations, addressing the most relevant risks in each environment, including advanced phishing, social engineering, and mobile device risks.
The Fluidra cybersecurity team maintains a high level of technical specialization, holding international certifications such as:
- CISSP (Certified Information Systems Security Professional).
- CISM (Certified Information Security Manager).
- CISA (Certified Information Security Auditor).
- CEH (Certified Ethical Hacker).
- OSCP (Offensive Security Certified Professional).
- GCFA (GIAC Certified Forensic Analyst).
- CCSK (Certificate of Cloud Security Knowledge).
- ISO 27001 Lead Implementer and Lead Auditor.
- ISA/IEC 62443 Cybersecurity Expert.
Connected Products Security
At Fluidra, the security of connected products and digital platforms is an essential part of our commitment to responsible innovation and customer trust. During 2025, we made progress in consolidating a global, secure development framework and strengthening the protection of IoT solutions, applications, and cloud services throughout their entire lifecycle.
Secure development practices have been standardized across all technology units, integrating controls from the early stages of the development lifecycle (shift-left security practices). In addition, mandatory DevSecOps security controls have been defined, including automated code reviews and compliance policies within continuous integration (CI) environments, ensuring that every release meets corporate security standards.
The use of code and dependency analysis (SAST and SCA) has been reinforced to detect and remediate vulnerabilities in applications and firmware before deployment, ensuring coverage across critical systems. Likewise, a global penetration testing program has been launched, with formal tracking of vulnerabilities through to remediation.
Cloud Security Posture Management
In the cloud domain, security policies have been unified across all corporate environments using the compliance tools provided by cloud platforms, ensuring consistent, secure configurations across tenants and subscriptions.
In addition, a formal cloud risk ownership model has been established, assigning responsibility for controls and remediation to business units or product teams. This approach strengthens shared responsibility and security governance in distributed environments.
Web and API security
Progress has been made in standardizing global web and API security policies, strengthening protection against external threats.
In addition, business as usual (BAU) security operations related to Web Application Firewall (WAF) and API management have been maintained, ensuring the continuity of defensive and monitoring measures across production environments.
METRICS AND TARGETS
ESRS Requirements
Cybersecurity targets
ESRS 2 MDR-T
As part of our ongoing commitment to operational excellence and the protection of digital assets, we have defined a set of strategic objectives that guide our information security program. These objectives are designed to ensure a secure, resilient, and innovative environment that supports the Company's strategic goals.
- Risk mitigation: identify, assess, and address security risks to protect critical assets and anticipate disruptions, reducing financial losses, downtime, and reputational damage.
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- Regulatory compliance: ensure compliance with constantly evolving laws, standards, and audit requirements, avoiding sanctions, legal disputes, and market restrictions, while strengthening the trust of regulators and strategic partners.
- Data integrity and trust: ensure the confidentiality, integrity, and availability of information across all systems and processes, protecting customer loyalty, intellectual property, and competitive advantage against potential data breaches or corruption.
- Security-oriented culture: train employees to identify and respond to threats, fostering an informed and responsible workforce that reduces incidents caused by human error and strengthens the first line of defense against attacks.
- Third-party collaboration: assess and manage risks associated with digital suppliers to ensure compliance with the Company's security standards, maintain supply chain continuity, and avoid external vulnerabilities.
- Cyber resilience: strengthen detection, response, and recovery capabilities to minimize operational disruptions, protect brand trust, and limit the financial impact of security events.
- Business enablement: integrate security into digital initiatives and products to support innovation and growth, accelerating time to market, gaining competitive advantages, and maintaining customer trust.
These strategic objectives are supported by a set of key performance indicators (KPIs) and operational metrics, which are detailed throughout this section of the Report.
Entity-specific disclosures Cybersecurity events and incidents
ESRS 2 MDR-M
During the 2025, the FSOC handled more than 8,500 cybersecurity events, around 7,500 fewer events than in the previous reference period.
These events were effectively identified and mitigated thanks to the FSOC's capabilities and the controls in place. The lessons learned allowed us to adjust procedures, strengthen existing controls, and improve response times, consolidating our preventive and proactive approach.
The table below compares figures for the 2025 with 2024, covering events managed by the FSOC. These include investigations originating from the monitoring of alerts generated by security tools, as well as those derived from suspicious activities, vulnerabilities, or incidents escalated by employees through the internal channels established for this purpose. The table also details incidents, defined as events that affect information security or systems, and significant incidents, which required support from external response teams.
None of the incidents over the past two years had a significant impact on the security of the Company's information or systems.
CYBERSECURITY EVENTS AND INCIDENTS
| Year | Events | Incidents (none with high impact) | Relevant incidents with external support |
|---|---|---|---|
| 2025 | +8.500 | 24 | 0 |
| 2024 | +16.000 | 52 | 0 |
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5. APPENDICES
Appendix I. Tables of contents
Appendix II. External assurance report
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APPENDIX I. TABLES OF CONTENTS
TABLE OF CONTENTS OF LAW 11/2018
| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| General information | |||
| Business model | |||
| Brief description of the group's business model (business environment and organization). | SBM-1 | Strategy, business model and value chain | |
| Geographic presence. | SBM-2 | Interests and views of stakeholders | |
| Objectives and strategies of the Organization. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| Main factors and trends that may affect its future evolution. | IRO-1 | Description of the process to identify and assess material impacts, risks and opportunities | |
| Reporting framework used. | BP-1 | General basis for the preparation of the consolidated non-financial information statement and sustainability information | |
| Materiality assessment. | SBM-2 | Interests and views of stakeholders | |
| SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | ||
| IRO-1 | Description of the process to identify and assess material impacts, risks and opportunities | ||
| IRO-2 | Disclosure Requirements in ESRS covered by the undertaking's consolidated non-financial information statement and sustainability information | ||
| Environmental issues | |||
| General information | |||
| A description of the policies applied by the group with respect to such matters, which will include the due diligence procedures applied for the identification, evaluation, prevention and mitigation of significant risks and impacts and for verification and control, including what measures have been adopted. | E1-2 | Policies related to climate change mitigation and adaptation | |
| E2-1 | Policies related to pollution | ||
| E3-1 | Policies related to water resources | ||
| E4-2 | Policies related to biodiversity and ecosystems | ||
| E5-1 | Policies related to resource inflows | ||
| The results of these policies should include key indicators of relevant non-financial results that allow the monitoring and evaluation of progress and that favour comparability between companies and sectors, in accordance with the national, European or international frameworks of reference used for each subject. | MDR-M | Energy consumption and mix | |
| E1-4 | Gross Scopes 1, 2, 3 and Total GHG emissions | ||
| E1-5 | GHG removals and GHG mitigation projects financed through carbon credits | ||
| E1-6 | Internal carbon pricing | ||
| E1-7 | Pollution of air, water and soil | ||
| E1-8 | Substances of concern and substances of very high concern | ||
| E2-4 | Sales of products containing hazardous or harmful substances | ||
| E2-5 | Water consumption | ||
| E3-4 | Water footprint | ||
| E4-5 | Impact metrics related to biodiversity and ecosystems change | ||
| E5-4 | Resource inflows | ||
| E5-5 | Resource outflows (waste) | ||
| Resource outflows (product and materials) |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| The main risks related to these issues related to the group's activities, including, when relevant and proportionate, its business relationships, products or services that may have negative effects in those areas, and how the group manages these risks, explaining the procedures used to detect and evaluate them in accordance with national, European or international reference frameworks for each subject. Information should be included on the impacts that have been detected, offering a breakdown of them, in particular on the main risks in the short, medium and long term. | SBM-3 IRO-1 | Material impacts, risks and opportunities and their interaction with strategy and business model Description of the process to identify and assess material impacts, risks and opportunities Material impacts, risks and opportunities and their interaction with strategy and business model related to climate change mitigation and adaptation Material impacts, risks and opportunities and their interaction with strategy and business model related to pollution Material impacts, risks and opportunities and their interaction with strategy and business model related to water resources Material impacts, risks and opportunities and their interaction with strategy and business model related to biodiversity and ecosystems Material impacts, risks and opportunities and their interaction with strategy and business model related to resource inflows Material impacts, risks and opportunities and their interaction with strategy and business model related to waste management Material impacts, risks and opportunities and their interaction with strategy and business model related to product and material outflows | |
| Detailed information | |||
| On current and foreseeable effects of the Company's activities on the environment and, where appropriate, health and safety. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| About the environmental evaluation or certification procedures. | Indicator not included in the ESRS | Environmental Management System Product certification and sustainability declarations | |
| On the resources dedicated to the prevention of environmental risks. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| On the application of the precautionary principle. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| On the amount of provisions and guarantees for environmental risks. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| Pollution | |||
| Measures to prevent, reduce or repair emissions that seriously affect the environment; taking into account any form of activity-specific air pollution, including noise and light pollution. | E2-2 | No risk of noise or light pollution has been identified in any of our centers and facilities in 2024, so no measures have been necessary in this regard | Actions and resources related to pollution |
| Circular economy and waste prevention and management | |||
| Measures of prevention, recycling, reuse, other forms of recovery and disposal of waste; actions to combat food waste. | E5-2 E5-5 | Food waste is not a material topic for the Company | Actions and resources related to resource inflows Actions and resources related to waste management Actions and resources related to product and material outflows Resource outflows (waste) Resource outflows (product and materials) |
| Sustainable use of resources | |||
| Water consumption and water supply according to local limitations. | E3-2 E3-4 | Actions and resources related to water and marine resources Targets related to water and marine resources | |
| Consumption of raw materials and measures adopted to improve the efficiency of their use. | E5-2 E5-4 | Actions and resources related to resource inflows Resource inflows |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Direct and indirect energy consumption. | E1-5 | Energy consumption and mix | |
| Measures taken to improve energy efficiency. | E1-3 | Actions and resources in relation to climate change policies | |
| Use of renewable energies. | E1-5 | Energy consumption and mix | |
| Climate change | |||
| The important elements of greenhouse gas emissions generated as a result of the Company's activities, including the use of the goods and services it produces. | E1-6 | Gross Scopes 1, 2, 3 and Total GHG emissions | |
| 305-3 Other indirect (Scope 3) GHG emissions. | E1-1 | Transition plan for climate change mitigation | |
| E1-3 | Actions and resources in relation to climate change policies | ||
| Reduction goals established voluntarily in the medium and long-term to reduce greenhouse gas emissions and the means implemented for this purpose. | E1-1 | Transition plan for climate change mitigation | |
| E1-4 | Targets related to climate change mitigation and adaptation | ||
| Biodiversity protection | |||
| Measures taken to preserve or restore biodiversity. | E4-1 | Transition plan and consideration of biodiversity and ecosystems in strategy and business model | |
| E4-2 | Policies related to biodiversity and ecosystems | ||
| E4-3 | Actions and resources related to biodiversity and ecosystems | ||
| Impacts caused by activities or operations in protected areas. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | |
| E4-2 | Policies related to biodiversity and ecosystems | ||
| E4-3 | Actions and resources related to biodiversity and ecosystems | ||
| E4-5 | Impact metrics related to biodiversity and ecosystems change | ||
| Social and personnel issues | |||
| General information | |||
| A description of the policies applied by the group with respect to such matters, which will include the due diligence procedures applied for the identification, evaluation, prevention and mitigation of significant risks and impacts and for verification and control, including what measures have been adopted. | GOV-4 S1-1 | Statement on due diligence Cross-cutting policies related to own workforce Policies related to own workforce Policies related to own workforce on freedom of association, collective bargaining, and social dialogue Policies related to own workforce on Diversity, Equity, and Inclusion | |
| Policies related to own workforce on compensation and benefits | |||
| Policies related to own workforce on talent and development | |||
| Policies related to own workforce on health and safety | |||
| Policies related to own workforce on working time and work-life balance | |||
| Policies related to own workforce on child labour and forced labour | |||
| Policies related to own workforce on data protection |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| MDR-M | Incidents, complaints and severe human rights impacts | ||
| S1-6 | Characteristics of the Company's employees | ||
| S1-8 | Employee hiring | ||
| S1-9 | Collective bargaining coverage and social dialogue | ||
| S1-10 | Diversity metrics | ||
| S1-12 | Persons with disabilities | ||
| S1-13 | Nationality | ||
| S1-14 | Representation of women at different organizational levels | ||
| Adequate wages | |||
| Compensation metrics (pay gap and total compensation) | |||
| Training and skills development | |||
| Health and safety metrics | |||
| Health and Safety Committees | |||
| Underage employees | |||
| Incidents and/or complaints regarding breaches of privacy of own workforce | |||
| The results of these policies should include key indicators of relevant non-financial results that allow the monitoring and evaluation of progress and that favor comparability between companies and sectors, in accordance with the national, European or international. | S1-17 | ||
| The main risks related to these issues related to the group's activities, including, when relevant and proportionate, its business relationships, products or services that may have negative effects in those areas, and how the group manages these risks, the group manages these risks, explaining the procedures used to detect and evaluate them in accordance with national, European or international reference frameworks for each subject. Information should be included on the impacts that have been detected, offering a breakdown of them, in particular on the main risks in the short, medium and long term. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model Description of the process to identify and assess material impacts, risks and opportunities Human resources strategic plan Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on freedom of association, collective bargaining, and social dialogue Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on Diversity, Equity, and Inclusion Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on compensation and benefits Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on talent and development Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on workforce and work-life balance Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on child labour and forced labour Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on privacy | |
| Detailed information | |||
| Employment | |||
| Total number and distribution of employees according to criteria representative of diversity (sex, age, country, etc.). | S1-6 | Characteristics of the Company's employees Diversity metrics | |
| S1-9 | |||
| Total number and distribution of types of employment contract. | S1-6 | Characteristics of the Company's employees | |
| Annual average of permanent contracts, temporary contracts and part-time contracts by sex, age and professional classification. | Indicator not included in the ESRS | Annual average of employees | |
| Number of dismissals by sex, age and professional classification. | S1-6 | Characteristics of the Company's employees |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Average wages and their evolution disaggregated by sex, age and professional classification or equal value. | Indicator not included in the ESRS | Average employee remuneration | |
| Wage gap, compensation for equal or average jobs in the society. | $1-16 | Compensation metrics (pay gap and total compensation) | |
| The average remuneration of directors and executives, including variable remuneration, allowances, payment to long-term savings pension systems and any other perception disaggregated by sex. | Indicator not included in the ESRS | In 2025, the average remuneration of Fluidra Group Board members was 94,263 euros for men (127,000 euros in 2024) and 105,093 euros for women (129,000 euros in 2024). | Average employee remuneration |
| Implementation of labor disconnection policies. | $1-1 | Policies related to own workforce on working time and work-life balance | |
| $1-4 | Taking action on material impacts, risks and opportunities related to own workforce (child labour and forced labor) | ||
| Employees with disabilities. | $1-12 | Persons with disabilities (ESRS) Persons with disabilities (Spanish law) | |
| Organisation of work | |||
| Organization of working time. | SBM-3 $1-1 $1-4 $1-8 | Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on freedom of association, collective bargaining, and social dialogue Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on Diversity, Equity, and Inclusion Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on working time and work-life balance Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on child labour and forced labour Cross-cutting policies related to own workforce Processes for engaging with own workers and workers' representatives about impacts Processes to remediate negative impacts and channels for own workers to raise concerns Policies related to own workforce on freedom of association, collective bargaining, and social dialogue Processes for engaging with own workers and workers' representatives about impacts related to own workforce on freedom of association, collective bargaining, and social dialogue Taking action on material impacts, risks and opportunities related to own workforce (freedom of association, collective bargaining, and social dialogue) Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) Taking action on material impacts, risks and opportunities related to own workforce (working time and work-life balance) Taking action on material impacts, risks and opportunities related to own workforce (child labour and forced labor) Collective bargaining coverage and social dialogue | |
| Number of hours of absenteeism. | Indicator not included in the ESRS | Absenteeism rates | |
| Measures aimed at facilitating the enjoyment of the conciliation and promoting the joint responsibility of these by both parents. | $1-4 | Taking action on material impacts, risks and opportunities related to own workforce (working time and work-life balance) |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Health and safety | |||
| Health and safety conditions at work. | S1-1 | Policies related to own workforce on health and safety Taking action on material impacts, risks and opportunities related to own workforce (health and safety) | |
| S1-4 | |||
| Work accidents, in particular their frequency and severity, as well as occupational diseases; disaggregated by sex. | Indicator not included in the ESRS | Absenteeism rates | |
| Social relationships | |||
| Organization of social dialogue, including procedures for informing, consulting and negotiating with staff. | S1-2 | Processes for engaging with own workers and workers' representatives about impacts | |
| S1-3 | Processes to remediate negative impacts and channels for own workers to raise concerns Processes for engaging with own workers and workers' representatives about impacts related to own workforce on freedom of association, collective bargaining, and social dialogue | ||
| Percentage of employees covered by collective agreement by country. | S1-8 | Collective bargaining coverage and social dialogue | |
| The balance of collective agreements, particularly in the field of health and safety at work. | S1-8 | There is currently no specific collective bargaining agreement in the field of health and safety | |
| S1-14 | |||
| Mechanisms and procedures the Company has in place to promote employee involvement in the management of the Company, in terms of information, consultation and participation. | S1-1 | Cross-cutting policies related to own workforce Processes for engaging with own workers and workers' representatives about impacts | |
| S1-2 | Processes to remediate negative impacts and channels for own workers to raise concerns Policies related to own workforce on freedom of association, collective bargaining, and social dialogue | ||
| S1-3 | Processes for engaging with own workers and workers' representatives about impacts related to own workforce on freedom of association, collective bargaining, and social dialogue | ||
| Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on freedom of association, collective bargaining, and social dialogue | |||
| Training | |||
| Policies implemented in the field of training. | S1-1 | Governance related to own workforce on talent and development | |
| The total number of training hours by professional category. | Indicator not included in the ESRS | Employee training hours | |
| Universal accessibility for people with disabilities | |||
| Universal accessibility for people with disabilities. | S1-4 | People with disabilities | |
| Equality | |||
| Measures taken to promote equal treatment and opportunities between women and men. | S1-2 | Processes for engaging with own workers and workers' representatives about impacts related to own workforce on Diversity, Equity, and Inclusion | |
| S1-3 | Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on Diversity, Equity, and Inclusion | ||
| S1-4 | Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Equality plans (Chapter III of Organic Act 3/2007, of March 22, for the effective equality of women and men), measures adopted to promote employment, protocols against sexual and gender-based harassment, integration and universal accessibility for people with disabilities. | S1-1 | Cross-cutting policies related to own workforce Policies related to own workforce on Diversity, Equity, and Inclusion Incidents, complaints and severe human rights impacts | |
| S1-17 | |||
| The policy against all types of discrimination and, where appropriate, diversity management. | S1-1 | Cross-cutting policies related to own workforce Policies related to own workforce on Diversity, Equity, and Inclusion Processes for engaging with own workers and workers' representatives about impacts Processes for engaging with own workers and workers' representatives about impacts related to own workforce on Diversity, Equity, and Inclusion Processes to remediate negative impacts and channels for own workers to raise concerns Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on Diversity, Equity, and Inclusion Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) | |
| S1-2 | |||
| S1-3 | |||
| S1-4 | |||
| Human rights | |||
| General information | |||
| A description of the policies applied by the group with respect to such matters, which will include the due diligence procedures applied for the identification, evaluation, prevention and mitigation of significant risks and impacts and for verification and control, including what measures have been taken. | GOV-4 | Statement on due diligence Cross-cutting policies related to own workforce Policies related to own workforce Policies related to own workforce on freedom of association, collective bargaining, and social dialogue Policies related to own workforce on Diversity, Equity, and Inclusion Policies related to own workforce on compensation and benefits | |
| S1-1 | |||
| S2-1 | |||
| S4-1 | |||
| G1-1 | Policies related to own workforce on talent and development Policies related to own workforce on health and safety Policies related to own workforce on working time and work-life balance | ||
| Policies related to own workforce on child labour and forced labour | |||
| Policies related to own workforce on data protection Policies related to value chain workers | |||
| Policies related to consumers and end-users Business conduct policies and corporate culture | |||
| Policies adopted to manage sustainability issues associated with supply chain management | |||
| The results of these policies should include key indicators of relevant non-financial results that allow the monitoring and evaluation of progress and that favor comparability between companies and sectors, in accordance with the national, European or international benchmarks used for each subject. | S1-17 | Incidents, complaints and severe human rights impacts |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| The main risks related to these issues related to the group's activities, including, when relevant and proportionate, its business relationships, products or services that may have negative effects in those areas, and how the group manages these risks, explaining the procedures used to detect and evaluate them in accordance with national, European or international reference frameworks for each subject. Information should be included on the impacts that have been detected, offering a breakdown of them, in particular on the main risks in the short, medium and long term. | SBM-3 | IRO-1 | Material impacts, risks and opportunities and their interaction with strategy and business model Description of the process to identify and assess material impacts, risks and opportunities Human resources strategic plan Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on freedom of association, collective bargaining, and social dialogue Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on Diversity, Equity, and Inclusion Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on compensation and benefits Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on talent and development Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on workling time and work-life balance Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on child labour and forced labour Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on privacy Material impacts, risks and opportunities and their interaction with strategy and business model related to value chain workers Material impacts, risks and opportunities and their interaction with strategy and business model related to consumer and end-users Material impacts, risks and opportunities and their interaction with strategy and business model related to supply chain management |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Detailed information | |||
| Statement on due diligence Processes for engaging with own workers and workers' representatives about impacts Processes to remediate negative impacts and channels for own workers to raise concerns Processes for engaging with own workers and workers' representatives about impacts related to own workforce on freedom of association, collective bargaining, and social dialogue Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on freedom of association, collective bargaining, and social dialogue Taking action on material impacts, risks and opportunities related to own workforce (freedom of association, collective bargaining, and social dialogue) Processes for engaging with own workers and workers' representatives about impacts related to own workforce on Diversity, Equity, and Inclusion Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on Diversity, Equity, and Inclusion Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) Processes for engaging with own workers and workers' representatives about impacts related to own workforce on working time and work-life balance Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on working time and work-life balance Taking action on material impacts, risks and opportunities related to own workforce (working time and work-life balance) Processes for engaging with own workers and workers' representatives about impacts related to own workforce on child labour and forced labor Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on child labour and forced labor Taking action on material impacts, risks and opportunities related to own workforce (child labour and forced labor) Processes for engaging with value chain workers about impacts Processes to remediate negative impacts and channels for value chain workers to raise concerns Taking action on material impacts, risks and opportunities related to value chain workers Processes for engaging with consumers and end-users about impacts Processes to remediate negative impacts and channels for consumers and end-users to raise concerns Taking action on material impacts, risks and opportunities related to consumers and end-users Other ethics and compliance actions and resources | |||
| Application of due diligence procedures in the field of human rights; prevention of the risks of human rights violations and, where appropriate, measures to mitigate, manage and repair possible abuses committed | GOV-4 | ||
| MDR-A | |||
| MDR-T | |||
| S1-2 | |||
| S1-3 | |||
| S1-4 | |||
| S2-2 | |||
| S2-3 | |||
| S2-4 | |||
| S4-2 | |||
| S4-3 | |||
| S4-4 | |||
| Complaints for cases of human rights violations. | S1-17 | Incidents, complaints and severe human rights impacts Communications received in the complaints channel | |
| G1-4 | |||
| Promotion and compliance with the provisions of the fundamental conventions of the International Labour Organization related to respect for freedom of association and the right to collective bargaining; the elimination of discrimination in employment and occupation; the elimination of forced or compulsory labour; the effective abolition of child labour. | S1-1 | Cross-cutting policies related to own workforce Policies related to own workforce on freedom of association, collective bargaining, and social dialogue Policies related to own workforce on Diversity, Equity, and Inclusion Policies related to own workforce on child labour and forced labour Policies related to value chain workers Policies related to consumers and end-users Business conduct policies and corporate culture |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Anti-bribery and anti-corruption | |||
| General information | |||
| A description of the policies applied by the group with respect to such matters, which will include the due diligence procedures applied for the identification, evaluation, prevention and mitigation of significant risks and impacts and for verification and control, including what measures have been taken. | GOV-4 | Statement on due diligence Business conduct policies and corporate culture | |
| G1-1 | |||
| The results of these policies, should include key indicators of relevant non-financial results that allow the monitoring and evaluation of progress and that favour comparability between companies and sectors, in accordance with the national, European or international benchmarks used for each subject. | G1-3 | Prevention and detection of corruption and bribery | |
| The main risks related to these issues related to the group's activities, including, when relevant and proportionate, its business relationships, products or services that may have negative effects in those areas, and how the group manages these risks, explaining the procedures used to detect and evaluate them in accordance with national, European or international reference frameworks for each subject. Information should be included on the impacts that have been detected, offering a breakdown of them, in particular on the main risks in the short, medium and long term. | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model Description of the process to identify and assess material impacts, risks and opportunities Material impacts, risks and opportunities and their interaction with strategy and business model related to business conduct and corporate culture Material impacts, risks and opportunities and their interaction with strategy and business model related to Relationship with lobbying groups | |
| IRO-1 | |||
| Detailed information | |||
| Measures taken to prevent corruption and bribery | G1-1 | Business conduct policies and corporate culture Prevention and detection of corruption and bribery Communications received in the complaints channel | |
| G1-3 | |||
| G1-4 | |||
| Measures to combat money laundering | G1-1 | Business conduct policies and corporate culture Prevention and detection of corruption and bribery Communications received in the complaints channel | |
| G1-3 | |||
| G1-4 | |||
| Contributions to foundations and non-profit entities. | Indicator not included in the ESRS | The Fluidra Group's donations for the 2025 financial year amounted to a total of 253,340€ (976,765.88€ in 2024) | Indicator not included in the ESRS |
| Society information | |||
| General information | |||
| A description of the policies applied by the group with respect to such matters, which will include the due diligence procedures applied for the identification, evaluation, prevention and mitigation of significant risks and impacts and for verification and control, including what measures have been taken. | GOV-4 | Statement on due diligence Policies related to consumers and end-users Policies adopted to manage materiality issues associated with customers Business conduct policies and corporate culture Policies adopted to manage sustainability issues associated with supply chain management | |
| MDR-P | |||
| S4-1 | |||
| G1-1 |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| The results of these policies should include key indicators of relevant non-financial results that allow the monitoring and evaluation of progress and that favor comparability between companies and sectors, in accordance with the national, European or international benchmarks used for each subject. | MDR-M | Metrics in relation to material sustainability matters (Management of relationships with suppliers) Political influence and lobbying activities Tax Contribution | |
| The main risks related to these issues related to the group's activities, including, when relevant and proportionate, its business relationships, products or services that may have negative effects in those areas, and how the group manages these risks, explaining the procedures used to detect and evaluate them in accordance with national, European or international reference frameworks for each subject. Information should be included on the impacts that have been detected, offering a breakdown of them, in particular on the main risks in the short, medium and long term. | SBM-3 IRO-1 | Material impacts, risks and opportunities and their interaction with strategy and business model Description of the process to identify and assess material impacts, risks and opportunities Material impacts, risks and opportunities and their interaction with strategy and business model related to consumers and end-users Material impacts, risks and opportunities and their interaction with strategy and business model related to supply chain management Material impacts, risks and opportunities and their interaction with strategy and business model related to Relationship with lobbying groups Material impacts, risks and opportunities and their interaction with strategy and business model related to Tax | |
| Detailed information | |||
| Company commitments to sustainable development | |||
| The impact of the Company's activity on employment and local development. | SBM-3 MDR-M | Material impacts, risks and opportunities and their interaction with strategy and business model Nationality | |
| The impact of the Company's activity on local populations and in the territory. | SBM-3 MDR-M | Material impacts, risks and opportunities and their interaction with strategy and business model Metrics in relation to material sustainability matters (Management of relationships with suppliers) | |
| The relationships maintained with the actors of the local communities and the modalities of dialogue with them | S3-2 | The indicator has not been material for the Fluidra Group | Description of the process to identify and assess material impacts, risks and opportunities Disclosure Requirements in ESRS covered by the undertaking's consolidated non-financial information statement and sustainability information |
| Association or sponsorship actions. | Indicator not covered by the ESRS | In the 2025 financial year, the Fluidra Group's sports sponsorships amounted to 352,081€ (665.426€ in 2024) | Political influence and lobbying activities |
| Subcontracting and suppliers | |||
| Inclusion in purchasing policy of social, gender equality and environmental issues. | MDR-P S2-1 | Policies adopted to manage sustainability issues associated with supply chain management Policies related to value chain workers | |
| Consideration in relationships with suppliers and subcontractors of their social and environmental responsibility. | S2-1 | Policies related to value chain workers Policies adopted to manage sustainability issues associated with supply chain management | |
| Supervision and audit systems and their results. | G1-2 MDR-M | Management of relationships with suppliers Metrics in relation to material sustainability matters (Management of relationships with suppliers) |
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| Information requested by Act 11/2018 | Linkage with ESRS | Reason for omission | Paragraph |
|---|---|---|---|
| Consumers | |||
| Measures for the health and safety of consumers. | E2-5 | Substances of concern and substances of very high concern | |
| S4-1 | Policies related to consumers and end-users | ||
| S4-2 | Processes for engaging with consumers and end-users about impacts | ||
| S4-3 | Processes to remediate negative impacts and channels for consumers and end-users to raise concerns | ||
| S4-4 | Taking action on material impacts, risks and opportunities related to consumers and end-users | ||
| Claims systems, complaints received and their resolution. | S4-3 | Processes to remediate negative impacts and channels for consumers and end-users to raise concerns | |
| S4-4 | Taking action on material impacts, risks and opportunities related to consumers and end-user Complaints received and their resolution | ||
| Tax information | |||
| The benefits obtained country by country. | Indicator not covered by the ESRS | Profits and taxes on profits paid by country | |
| Taxes on benefits paid. | Indicator not covered by the ESRS | Profits and taxes on profits paid by country | |
| Public subsidies received. | Indicator not covered by the ESRS | Public grants received | |
| EU Taxonomy | |||
| Sales, OpEx and CapEx corresponding to eligible products. | Regulation (EU) 2020/852 on taxonomy - Commission Delegated Regulation (E) 2021/2178 supplementary Regulation (EU) 2020/852 on Taxonomy | EU Taxonomy |
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TABLE OF DISCLOSURE REQUIREMENTS IN ESRS COVERED BY THE UNDERTAKING'S SUSTAINABILITY STATEMENT
| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| General Disclosures | |||
| ESRS 2 - General disclosures | BP-1 | General basis for preparation of sustainability statements | General basis for the preparation of the consolidated non-financial information statement and sustainability information |
| BP-2 | Disclosures in relation to specific circumstances | Disclosures in relation to specific circumstances | |
| GOV-1 | The role of the administrative, management and supervisory bodies. | Fluidra's governing bodies | |
| Governance related to climate change mitigation and adaptation | |||
| Governance related to pollution | |||
| Governance related to water resources | |||
| Governance related to biodiversity and ecosystems | |||
| Governance related to resource inflows | |||
| Governance related to waste management | |||
| Governance related to product and material outflows | |||
| Governance related to own workforce | |||
| Governance related to secure employment | |||
| Governance related to own workforce on freedom of association, collective bargaining, and social dialogue | |||
| Governance related to own workforce on Diversity, Equity, and Inclusion | |||
| Governance related to own workforce on compensation and benefits | |||
| Governance related to own workforce on talent and development | |||
| Governance related to own workforce on health and safety | |||
| Governance related to own workforce on working time and work-life balance | |||
| Governance related to own workforce on child labour and forced labour | |||
| Governance related to own workforce on privacy | |||
| Governance related to value chain workers | |||
| Governance related to consumers and end-users | |||
| Governance related to customers | |||
| Governance related to business conduct and corporate culture | |||
| Governance related to supply chain management | |||
| Governance related to Relationship with lobbying groups | |||
| Governance related to market competition | |||
| Governance related to Tax | |||
| Governance related to Cybersecurity | |||
| GOV-2 | Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies. | Functions, responsibilities, and information provided to governing and management bodies | |
| GOV-3 | Integration of sustainability-related performance in incentive schemes. | Integration of sustainability-related performance in incentive schemes | |
| GOV-4 | Statement on due diligence. | Statement on due diligence | |
| GOV-5 | Risk management and internal controls over sustainability reporting. | Risk management and internal controls over sustainability reporting | |
| SBM-1 | Strategy, business model and value chain. | Strategy, business model and value chain | |
| SBM-2 | Interests and views of stakeholders. | Interests and views of stakeholders |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS 2 - General disclosures | SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | Material impacts, risks and opportunities and their interaction with strategy and business model Material impacts, risks and opportunities and their interaction with strategy and business model related to climate change mitigation and adaptation Material impacts, risks and opportunities and their interaction with strategy and business model related to pollution Material impacts, risks and opportunities and their interaction with strategy and business model related to water resources Material impacts, risks and opportunities and their interaction with strategy and business model related to biodiversity and ecosystems Material impacts, risks and opportunities and their interaction with strategy and business model related to resource inflows Material impacts, risks and opportunities and their interaction with strategy and business model related to waste management Material impacts, risks and opportunities and their interaction with strategy and business model related to product and material outflows Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on freedom of association, collective bargaining, and social dialogue Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on Diversity, Equity, and Inclusion Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on compensation and benefits Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on health and safety Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on working time and work-life balance Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on child labour and forced labour Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on privacy Material impacts, risks and opportunities and their interaction with strategy and business model related to value chain workers Material impacts, risks and opportunities and their interaction with strategy and business model related to consumers and end-users Material impacts, risks and opportunities and their interaction with strategy and business model related to customers Material impacts, risks and opportunities and their interaction with strategy and business model related to business conduct and corporate culture Material impacts, risks and opportunities and their interaction with strategy and business model related to supply chain management Material impacts, risks and opportunities and their interaction with strategy and business model related to Relationship with lobbying groups Material impacts, risks and opportunities and their interaction with strategy and business model related to market competition Material impacts, risks and opportunities and their interaction with strategy and business model related to Tax Material impacts, risks and opportunities and their interaction with strategy and business model related to Cybersecurity |
| IRO-1 | Description of the processes to identify and assess material impacts, risks and opportunities | Description of the process to identify and assess material impacts, risks and opportunities Description of the processes to identify and assess material climate-related impacts, risks and opportunities |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| IRO-2 | Disclosure requirements in ESRS covered by the undertaking's sustainability statement. | Disclosure requirements in ESRS covered by the undertaking's consolidated non-financial information statement and sustainability information | |
| ESRS 2 - General disclosures | MDR-P | Policies adopted to manage material sustainability matters. | Policies related to climate change mitigation and adaptation |
| Policies related to pollution | |||
| Policies related to water resources | |||
| Policies related to biodiversity and ecosystems | |||
| Policies related to resource inflows | |||
| Policies related to waste management | |||
| Policies related to product and material outflows | |||
| Cross-cutting policies related to own workforce | |||
| Policies related to own workforce on freedom of association, collective bargaining, and social dialogue | |||
| Policies related to own workforce on Diversity, Equity, and Inclusion | |||
| Policies related to own workforce on compensation and benefits | |||
| Policies related to own workforce on talent and development | |||
| Policies related to own workforce on health and safety | |||
| Policies related to own workforce on working time and work-life balance | |||
| Policies related to own workforce on child labour and forced labour | |||
| Policies related to own workforce on data protection | |||
| Policies related to value chain workers | |||
| Policies related to consumers and end-users | |||
| Policies adopted to manage materiality issues associated with customers | |||
| Business conduct policies and corporate culture | |||
| Policies adopted to manage sustainability issues associated with supply chain management | |||
| Policies adopted to manage material sustainability matters | |||
| Policies adopted on market competition | |||
| Tax policies | |||
| Cybersecurity policies |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS 2 - General disclosures | MDR-A | Actions and resources in relation to material sustainability matters. | Actions and resources in relation to climate change policies Actions and resources related to pollution Actions and resources related to water and marine resources Actions and resources related to biodiversity and ecosystems Actions and resources related to resource inflows Actions and resources related to waste management Actions and resources related to product and material outflows Taking action on material impacts, risks and opportunities related to own workforce Taking action on material impacts, risks and opportunities related to own workforce (freedom of association, collective bargaining, and social dialogue) Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) Taking action on material impacts, risks and opportunities related to own workforce (compensation and benefits) Taking action on material impacts, risks and opportunities related to own workforce (talent and development) Taking action on material impacts, risks and opportunities related to own workforce (health and safety) Taking action on material impacts, risks and opportunities related to own workforce (working time and work-life balance) Taking action on material impacts, risks and opportunities related to own workforce (child labour and forced labour) Taking action on material impacts, risks and opportunities related to own workforce (privacy) Taking action on material impacts, risks and opportunities related to value chain workers Processes for engaging with consumers and end-users about impacts Actions and resources related to clients Complaints received and their resolution Other ethics and compliance actions and resources Management of relationships with suppliers Actions and resources related to lobbying engagement Actions and resources in relation to material sustainability matters Actions and resources related to taxation Cybersecurity actions and resources |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS 2 - General disclosures | MDR-M63,64 | Metrics in relation to material sustainability matters. | Energy consumption and mix Gross Scopes 1, 2, 3 and Total GHG emissions GHG removals and GHG mitigation projects financed through carbon credits Internal carbon pricing Pollution of air, water and soil Substances of concern and substances of very high concern Sales of products containing hazardous or harmful substances Water consumption Water footprint Impact metrics related to biodiversity and ecosystems change Resource inflows Resource outflows (waste) Resource outflows (product and materials) Sustainable product sales Life cycle assessments Product certifications and sustainability declarations Incidents, complaints and severe human rights impacts Characteristics of the Company's employees Employee hiring Collective bargaining coverage and social dialogue Diversity metrics Persons with disabilities Nationality Representation of women at different organizational levels Adequate wages Compensation metrics (pay gap and total compensation) Training and skills development Health and safety metrics Health and Safety Committees Underage employees Incidents and/or complaints regarding breaches of privacy of own workforce Customer satisfaction Communications received in the complaints channel Metrics in relation to material sustainability matters (Management of relationships with suppliers) Political influence and lobbying activities Monetary losses due to anti-competitive practices Tax Contribution Cybersecurity events and incidents |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS 2 - General disclosures | MDR-T65 | Tracking effectiveness of policies and actions through targets. | Targets related to climate change mitigation and adaptation Targets related to pollution Targets related to water and marine resources Targets related to biodiversity and ecosystems Targets related to resource inflows Targets related to waste management Targets related to resource use and circular economy Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (secure employment) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Freedom of association, collective bargaining and social dialogue) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Diversity, Equity and Inclusion) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Compensation and benefits) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Talent and development) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Health and safety) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Working time and work-life balance) Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Pivacy) Targets related to managing material negative impacts, advancing positive impacts, as well as to risks and opportunities (Workers in the value chain) Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities (Consumers and en users) Customer satisfaction Ethics and compliance goals Tracking effectiveness of policies and actions through targets (Management of relationships with suppliers) Tracking effectiveness of policies and actions through targets (Relationship with lobbying groups) Tracking effectiveness of policies and actions through targets (market competition) Tracking effectiveness of policies and actions through targets (Tax) Cybersecurity-related targets |
Environment
| ESRS E1 - Climate change | E1-GOV3 | Integration of sustainability-related performance in incentive schemes. | Integration of sustainability-related performance in incentive schemes |
|---|---|---|---|
| E1-SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to climate change mitigation and adaptation | |
| E1-IRO-1 | Description of the processes to identify and assess material climate-related impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunities Description of the processes to identify and assess material climate-related impacts, risks and opportunities | |
| E1-1 | Transition plan for climate change mitigation. | Transition plan for climate change mitigation | |
| E1-2 | Policies related to climate change mitigation and adaptation. | Policies related to climate change mitigation and adaptation |
65 The stakeholders have not participated in the setting of the targets reported in this Consolidated Non-Financial Information Statement and Sustainability Report.
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS E1 - Climate change | E1-3 | Actions and resources in relation to climate change policies. | Actions and resources in relation to climate change policies |
| E1-4 | Targets related to climate change mitigation and adaptation. | Targets related to climate change mitigation and adaptation | |
| E1-5 | Energy consumption and mix | Energy consumption and mix | |
| E1-6 | Gross Scopes 1, 2, 3 and Total GHG emissions. | Gross Scopes 1, 2, 3 and Total GHG emissions | |
| E1-7 | GHG removals and GHG mitigation projects financed through carbon credits. | GHG removals and GHG mitigation projects financed through carbon credits | |
| E1-8 | Internal carbon pricing. | Internal carbon pricing | |
| ESRS E2 - Pollution | E2-IRO-1 | Description of the processes to identify and assess material pollution-related impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunitiesMaterial impacts, risks and opportunities and their interaction with strategy and business model related to pollution |
| E2-1 | Policies related to pollution | Policies related to pollution | |
| E2-2 | Actions and resources related to pollution | Actions and resources related to pollution | |
| E2-3 | Targets related to pollution. | Targets related to pollution | |
| E2-4 | Pollution of air, water and soil. | Pollution of air, water and soil | |
| E2-5 | Substances of concern and substances of very high concern. | Substances of concern and substances of very high concern | |
| ESRS E3 - Water and marine resources | E3-IRO-1 | Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunitiesMaterial impacts, risks and opportunities and their interaction with strategy and business model related to water resources |
| E3-1 | Policies related to water and marine resources. | Policies related to water resources | |
| E3-2 | Actions and resources related to water and marine resources. | Actions and resources related to water and marine resources | |
| E3-3 | Targets related to water and marine resources. | Targets related to water and marine resources | |
| E3-4 | Water consumption. | Water consumption | |
| ESRS E4 - Biodiversity and ecosystems | E4-1 | Transition plan and consideration of biodiversity and ecosystems in strategy and business model. | Transition plan and consideration of biodiversity and ecosystems in strategy and business model |
| E4-SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities related to biodiversity and ecosystems | |
| E4-IRO-1 | Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunitiesMaterial impacts, risks and opportunities related to biodiversity and ecosystems | |
| E4-2 | Policies related to biodiversity and ecosystems. | Policies related to biodiversity and ecosystems | |
| E4-3 | Actions and resources related to biodiversity and ecosystems. | Actions and resources related to biodiversity and ecosystems | |
| E4-4 | Targets related to biodiversity and ecosystems. | Targets related to biodiversity and ecosystems | |
| E4-5 | Impact metrics related to biodiversity and ecosystems change. | Impact metrics related to biodiversity and ecosystems change |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS E5 - Resource use and circular economy | E5-IRO-1 | Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunitiesMaterial impacts, risks and opportunities and their interaction with strategy and business model related to resource inflowsMaterial impacts, risks and opportunities and their interaction with strategy and business model related to waste managementMaterial impacts, risks and opportunities and their interaction with strategy and business model related to product and material outflows |
| E5-1 | Policies related to resource use and circular economy. | Policies related to resource inflowsPolicies related to waste managementPolicies related to product and material outflows | |
| E5-2 | Actions and resources related to resource use and circular economy. | Actions and resources related to resource inflowsActions and resources related to waste managementActions and resources related to product and material outflows | |
| E5-3 | Targets related to resource use and circular economy. | Targets related to resource inflowsTargets related to waste managementTargets related to resource use and circular economy | |
| E5-4 | Resource inflows. | Resource inflows | |
| E5-5 | Resource outflows. | Resource outflows (waste)Resource outflows (product and materials) | |
| Social | |||
| ESRS S1 - Own workforce | S1-SBM-2 | Interests and views of stakeholders. | Interests and views of stakeholders |
| S1-SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to own workforceMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on freedom of association, collective bargaining, and social dialogueMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on Diversity, Equity, and InclusionMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on compensation and benefitsMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on talent and developmentMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on health and safetyMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on working time and work-life balanceMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on child labour and forced labourMaterial impacts, risks and opportunities and their interaction with strategy and business model related to own workforce on privacy | |
| S1-1 | Policies related to own workforce. | Cross-cutting policies related to own workforcePolicies related to own workforcePolicies related to own workforce on freedom of association, collective bargaining, and social dialoguePolicies related to own workforce on Diversity, Equity, and InclusionPolicies related to own workforce on compensation and benefitsPolicies related to own workforce on talent and developmentPolicies related to own workforce on health and safetyPolicies related to own workforce on working time and work-life balancePolicies related to own workforce on child labour and forced labourPolicies related to own workforce on data protection |
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| ESRS | Disclosure requirement | Paragraph |
|---|---|---|
| ESRS S1 - Own workforce | S1-2 Processes for engaging with own workers and workers' representatives about impacts. | Processes for engaging with own workers and workers' representatives about impacts Processes for engaging with own workers and workers' representatives about impacts related to own workforce on secure employment Processes for engaging with own workers and workers' representatives about impacts related to own workforce on freedom of association, collective bargaining, and social dialogue Processes for engaging with own workers and workers' representatives about impacts related to own workforce on Diversity, Equity, and Inclusion Processes for engaging with own workers and workers' representatives about impacts related to own workforce on compensation and benefits Processes for engaging with own workers and workers' representatives about impacts related to own workforce on health and safety Processes for engaging with own workers and workers' representatives about impacts related to own workforce on working time and work-life balance Processes for engaging with own workers and workers' representatives about impacts related to own workforce on child labour and forced labor Processes for engaging with own workers and workers' representatives about impacts related to own workforce on privacy |
| S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns. | Processes to remediate negative impacts and channels for own workers to raise concerns Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on secure employment Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on freedom of association, collective bargaining, and social dialogue Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on Diversity, Equity, and Inclusion Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on compensation and benefits Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on talent and development Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on health and safety Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on working time and work-life balance Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on child labour and forced labor Processes to remediate negative impacts and channels for own workers to raise concerns related to own workforce on privacy |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS S1 - Own workforce | S1-4 | Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions. | Taking action on material impacts, risks and opportunities related to own workforce |
| Taking action on material impacts, risks and opportunities related to own workforce (freedom of association, collective bargaining, and social dialogue) | |||
| Taking action on material impacts, risks and opportunities related to own workforce (Diversity, Equity, and Inclusion) | |||
| Taking action on material impacts, risks and opportunities related to own workforce (compensation and benefits) | |||
| Taking action on material impacts, risks and opportunities related to own workforce (talent and development) | |||
| S1-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities. | Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (secure employment) | |
| Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Freedom of association, collective bargaining and social dialogue) | |||
| Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Diversity, Equity and Inclusion) | |||
| Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Compensation and benefits) | |||
| Targets related to managing material impacts, advancing positive impacts, as well as to risks and opportunities (Health and safety) | |||
| S1-6 | Characteristics of the undertaking's employees. | Characteristics of the Company's employees | |
| Collective bargaining coverage and social dialogue. | |||
| Diversity metrics. | |||
| Adequate wages. | |||
| Persons with disabilities. | |||
| S1-9 | Training and skills development metrics. | Training and skills development | |
| S1-10 | Health and safety metrics. | Health and safety metrics | |
| S1-12 | Compensation metrics (pay gap and total compensation). | Compensation metrics (pay gap and total compensation) | |
| S1-13 | Incidents, complaints and severe human rights impacts. | Incidents, complaints and severe human rights impacts | |
| S1-14 | Interests and views of stakeholders. | Interests and views of stakeholders | |
| S1-16 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to value chain workers | |
| S1-17 | Policies related to value chain workers. | Policies related to value chain workers |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS S2 - Workers in the value chain | S2-2 | Processes for engaging with value chain workers about impacts. | Processes for engaging with value chain workers about impacts |
| S2-3 | Processes to remediate negative impacts and channels for value chain workers to raise concerns. | Processes to remediate negative impacts and channels for value chain workers to raise concerns | |
| S2-4 | Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action. | Taking action on material impacts, risks and opportunities related to value chain workers | |
| S2-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities. | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | |
| ESRS S3 - Affected communities | IRO-1 | Description of the processes to identify and assess material impacts, risks and opportunities. | Description of the process to identify and assess material impacts, risks and opportunities |
| Disclosure Requirements in ESRS covered by the undertaking's consolidated non-financial information statement and sustainability information | |||
| ESRS S4 - Consumers and end-users | S4-SBM-2 | Interests and views of stakeholders. | Interests and views of stakeholders |
| S4-SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to value chain workers | |
| S4-1 | Policies related to consumers and end-users. | Policies related to consumers and end-users | |
| S4-2 | Processes for engaging with consumers and end-users about impacts. | Processes for engaging with consumers and end-users about impacts | |
| S4-3 | Processes to remediate negative impacts and channels for consumers and end-users to raise concerns. | Processes to remediate negative impacts and channels for consumers and end-users to raise concerns | |
| S4-4 | Taking action on material impacts on consumers and end-users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and effectiveness of those actions. | Taking action on material impacts, risks and opportunities related to consumers and end-users | |
| ESRS S4 - Business conduct | S4-5 | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities. | Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities |
| Governance | |||
| ESRS G1 - Business conduct | G1-GOV-1 | The role of the administrative, supervisory and management bodies. | Governance related to business conduct and corporate culture |
| Governance related to supply chain management | |||
| Governance related to Relationship with lobbying groups | |||
| G1-IRO-1 | Description of the processes to identify and assess material impacts, risks and opportunities. | Material impacts, risks and opportunities and their interaction with strategy and business model related to business conduct and corporate culture | |
| Material impacts, risks and opportunities and their interaction with strategy and business model related to supply chain management | |||
| Material impacts, risks and opportunities and their interaction with strategy and business model related to Relationship with lobbying groups |
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| ESRS | Disclosure requirement | Paragraph | |
|---|---|---|---|
| ESRS G1 - Business conduct | G1-1 | Corporate culture and Business conduct policies and corporate culture. | Business conduct policies and corporate culturePolicies adopted to manage sustainability issues associated with supply chain managementPolicies adopted to manage material sustainability matters related to relationship with lobbying groups |
| G1-2 | Management of relationships with suppliers. | Management of relationships with suppliers | |
| G1-3 | Prevention and detection of corruption and bribery. | Prevention and detection of corruption and bribery | |
| G1-4 | Confirmed incidents of corruption or bribery. | Communications received in the complaints channel | |
| G1-5 | Political influence and lobbying activities. | Political influence and lobbying activities | |
| Entity-specific | |||
| Market competition | GOV-1 | The role of the administrative, management and supervisory bodies. | Governance related to market competition |
| GOV-2 | Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies. | Governance related to market competition | |
| SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to market competition | |
| MDR-P | Policies adopted to manage material sustainability matters. | Policies adopted on market competition | |
| MDR-A | Actions and resources in relation to material sustainability matters. | Actions and resources in relation to material sustainability matters related to market competition | |
| MDR-M | Metrics in relation to material sustainability matters. | Monetary losses due to anti-competitive practices | |
| MDR-T | Tracking effectiveness of policies and actions through targets. | Tracking effectiveness of policies and actions through targets related to market competition | |
| Tax | GOV-1 | The role of the administrative, management and supervisory bodies. | Governance related to Tax |
| GOV-2 | Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies. | Governance related to Tax | |
| SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | Material impacts, risks and opportunities and their interaction with strategy and business model related to Tax | |
| MDR-P | Policies adopted to manage material sustainability matters | Tax policies | |
| MDR-A | Actions and resources in relation to material sustainability matters | Actions and resources related to taxation | |
| MDR-M | Metrics in relation to material sustainability matters. | Tax Contribution | |
| MDR-T | Tracking effectiveness of policies and actions through targets. | Tracking effectiveness of policies and actions through targets in tax | |
| Information security and cybersecurity | GOV-1 | The role of the administrative, management and supervisory bodies. | Governance related to Cybersecurity |
| GOV-2 | Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies. | Governance related to Cybersecurity |
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| ESRS | Disclosure requirement | Paragraph |
|---|---|---|
| Information security and cybersecurity | SBM-3 | |
| Material impacts, risks and opportunities and their interaction with strategy and business model. | Material impacts, risks and opportunities and their interaction with strategy and business model related to Cybersecurity | |
| MDR-P | ||
| Policies adopted to manage material sustainability matters. | Cybersecurity policies | |
| MDR-A | ||
| Actions and resources in relation to material sustainability matters | Cybersecurity actions and resources | |
| MDR-M | ||
| Metrics in relation to material sustainability matters. | Cybersecurity events and incidents | |
| MDR-T | ||
| Tracking effectiveness of policies and actions through targets. | Cybersecurity-related targets |
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LIST OF DATA POINTS IN CROSS-CUTTING AND TOPICAL STANDARDS THAT DERIVE FROM OTHER EU LEGISLATION
| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS 2 GOV-1 | |||||
| Board's gender diversity paragraph 21 (d) | Indicator number 13 of Table #1 of Annex 1 | Commission | |||
| Delegated Regulation (EU) 2020/1816 (5), Annex II | Fluidra's governing bodies | ||||
| ESRS 2 GOV-1 | |||||
| Percentage of board members who are independent paragraph 21 (e) | Delegated Regulation (EU) 2020/1816, Annex II | Fluidra's governing bodies | |||
| ESRS 2 GOV-4 | |||||
| Statement on due diligence paragraph 30 | Indicator number 10 | ||||
| Table #3 of Annex 1 | Statement on due diligence | ||||
| ESRS 2 SBM-1 | |||||
| Involvement in activities related to fossil fuel activities paragraph 40 (d) i | Indicators number 4 | ||||
| Table #1 of Annex 1 | Article 449a | ||||
| Regulation (EU) No 575/2013; | |||||
| Commission Implementing Regulation (EU) 2022/2453 (6) Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk | Delegated Regulation (EU) 2020/1816, Annex II | Not material | |||
| ESRS 2 SBM-1 | |||||
| Involvement in activities related to chemical production paragraph 40 (d) ii | Indicator number 9 | ||||
| Table #2 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II | Not material | |||
| ESRS 2 SBM-1 | |||||
| Involvement in activities related to controversial weapons paragraph 40 (d) iii | Indicator number 14 | ||||
| Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1818 (7), Article 12(1) | ||||
| Delegated Regulation (EU) 2020/1816, Annex II | Not material | ||||
| ESRS 2 SBM-1 | |||||
| Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv | Delegated Regulation (EU) 2020/1818, Article 12(1) | ||||
| Delegated Regulation (EU) 2020/1816, Annex II | Not material | ||||
| ESRS E1-1 | |||||
| Transition plan to reach climate neutrality by 2050 paragraph 14 | Regulation (EU) 2021/1119, Article 2(1) | Transition plan for climate change mitigation | |||
| ESRS E1-1 | |||||
| Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) | Article 449a | ||||
| Regulation (EU) No 575/2013; | |||||
| Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book-Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article 12.1 (d) to (g), and Article 12.2 | Transition plan for climate change mitigation |
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| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS E1-4GHG emission reduction targets paragraph 34 | Indicator number 4Table #2 of Annex 1 | Article 449aRegulation (EU) No 575/2013;Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book - Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 6 | Targets related to climate change mitigation and adaptation | |
| ESRS E1-5Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 | Indicator number 5Table #1 and Indicator n. 5 Table #2 of Annex 1 | Energy consumption and mix | |||
| ESRS E1-5 Energy consumption and mix paragraph 37 | Indicator number 5Table #1 of Annex 1 | Energy consumption and mix | |||
| ESRS E1-5Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 | Indicator number 6Table #1 of Annex 1 | Energy consumption and mix | |||
| ESRS E1-6Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 | Indicators number 1and 2 Table #1 of Annex 1 | Article 449a;Regulation (EU) No 575/2013;Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book - Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) | Gross Scopes 1, 2, 3 and Total GHG emissions | |
| ESRS E1-6Gross GHG emissions intensity paragraphs 53 to 55 | Indicators number 3Table #1 of Annex 1 | Article 449aRegulation (EU) No 575/2013;Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book - Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 8(1) | Gross Scopes 1, 2, 3 and Total GHG emissions | |
| ESRS E1-7GHG removals and carbon credits paragraph 56 | Regulation (EU) 2021/1119, Article 2(1) | Gross Scopes 1, 2, 3 and Total GHG emissions | |||
| ESRS E1-9Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 | Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II | Phase-in disclosure requirement, ESRS 1 appendix C |
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| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS E1-9 | Article 449a | ||||
| Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) | Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk. | Phase-in disclosure requirement, ESRS 1 appendix C | |||
| ESRS E1-9 | Article 449a | ||||
| Location of significant assets at material physical risk paragraph 66 (c). | Regulation (EU) 2022/2453 paragraph 34; Template 2:Banking book - Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral | ||||
| ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). | Phase-in disclosure requirement, ESRS 1 appendix C | ||||
| ESRS E1-9 | |||||
| Degree of exposure of the portfolio to climate-related opportunities paragraph 69 | Delegated Regulation (EU) 2020/1818, Annex II | Phase-in disclosure requirement, ESRS 1 appendix C | |||
| ESRS E2-4 | Indicator number 8 | ||||
| Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 | Table #1 of Annex 1 | ||||
| Indicator number 2 | Pollution of air, water and soil | ||||
| Table #2 of Annex 1 | |||||
| Indicator number 1 | |||||
| Table #2 of Annex 1 | |||||
| ESRS E3-1 | Indicator number 7 | Policies related to water resources | |||
| Water and marine resources paragraph 9 | Table #2 of Annex 1 | ||||
| ESRS E3-1 | Indicator number 8 | Policies related to water resources | |||
| Deicated policy paragraph 13 | Table #2 of Annex 1 | ||||
| ESRS E3-1 | Indicator number 12 | Policies related to water resources | |||
| Sustainable oceans and seas paragraph 14 | Table #2 of Annex 1 | ||||
| ESRS E3-4 | Indicator number 6.2 | Water consumption | |||
| Total water recycled and reused paragraph 28 (c) | Table #2 of Annex 1 | ||||
| ESRS E3-4 | Indicator number 6.1 | Water consumption | |||
| Total water consumption in m3 per net revenue on own operations paragraph 29 | Table #2 of Annex 1 | ||||
| ESRS 2- IRO 1 - E4 paragraph 16 (a) i | Indicator number 7 | Material impacts, risks and opportunities (biodiversity and ecosystems) |
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| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS 2- IRO 1 - E4 paragraph 16 (b) | Indicator number 10 Table #2 of Annex 1 | Material impacts, risks and opportunities (biodiversity and ecosystems) | |||
| ESRS 2- IRO 1 - E4 paragraph 16 (c) | Indicator number 14 Table #2 of Annex 1 | Material impacts, risks and opportunities (biodiversity and ecosystems) | |||
| ESRS E4-2 Sustainable land/ agriculture practices or policies paragraph 24 (b) | Indicator number 11 Table #2 of Annex 1 | Not material | |||
| ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) | Indicator number 12 Table #2 of Annex 1 | Not material | |||
| ESRS E4-2 Policies to address deforestation paragraph 24 (d) | Indicator number 15 Table #2 of Annex 1 | Policies related to biodiversity and ecosystems | |||
| ESRS E5-5 Non-recycled waste paragraph 37 (d) | Indicator number 13 Table #2 of Annex 1 | Resource outflows (waste) | |||
| ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 | Indicator number 9 Table #1 of Annex 1 | Resource outflows (waste) | |||
| ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) | Indicator number 13 Table #3 of Annex I | Material impacts, risks and opportunities (child labour and forced labour) | |||
| ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) | Indicator number 12 Table #3 of Annex I | Material impacts, risks and opportunities (child labour and forced labour) | |||
| ESRS S1-1 Human rights policy commitments paragraph 20 | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I | Cross-cutting policies related to own workforce | |||
| ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 | Delegated Regulation (EU) 2020/1816, Annex II | Cross-cutting policies related to own workforce | |||
| ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 | Indicator number 11 Table #3 of Annex I | Cross-cutting policies related to own workforce | |||
| Policies related to own workforce (child labour and forced labor) | |||||
| ESRS S1-1 workplace accident prevention policy or management system paragraph 23 | Indicator number 1 Table #3 of Annex I | Policies related to own workforce on health and safety |
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| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) | Indicator number 5 Table #3 of Annex I | Processes to remediate negative impacts and channels for own workers to raise concerns | |||
| ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) | Indicator number 2 Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | Health and safety metrics | ||
| ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) | Indicator number 3 Table #3 of Annex I | Health and safety metrics | |||
| ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) | Indicator number 12 Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | Compensation metrics (pay gap and total compensation) | ||
| ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) | Indicator number 8 Table #3 of Annex I | Compensation metrics (pay gap and total compensation) | |||
| ESRS S1-17 Incidents of discrimination paragraph 103 (a) | Indicator number 7 Table #3 of Annex I | Incidents, complaints and severe human rights impacts | |||
| ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) | Indicator number 10 Table #1 and Indicator n. 14 Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) | Incidents, complaints and severe human rights impacts | ||
| ESRS 2- SBM3 - S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) | Indicators number 12 and n. 13 Table #3 of Annex I | Material impacts, risks and opportunities (workers in the value chain) | |||
| ESRS S2-1 Human rights policy commitments paragraph 17 | Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex I | Policies related to value chain workers | |||
| ESRS S2-1 Policies related to value chain workers paragraph 18 | Indicator number 11 and n. 4 Table #3 of Annex I | Policies related to value chain workers | |||
| ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 | Indicator number 10 Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | Policies related to value chain workers | ||
| ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 | Delegated Regulation (EU) 2020/1816, Annex II | Policies related to value chain workers | |||
| ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 | Indicator number 14 Table #3 of Annex I | Taking action on material impacts, risks and opportunities related to value chain workers |
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| Disclosure Requirement and related data point | SFDR (1) reference | Pillar 3 (2) reference | Benchmark Regulation (3) reference | EU Climate Law (4) reference | Paragraph |
|---|---|---|---|---|---|
| ESRS S3-1 Human rights policy commitments paragraph 16 | Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 | Not material | |||
| ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 | Indicator number 10 Table #1 Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | Not material | ||
| ESRS S3-4 Human rights issues and incidents paragraph 36 | Indicator number 14 Table #3 of Annex 1 | Not material | |||
| ESRS S4-1 Policies related to consumers and end-users paragraph 16 | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 | Policies related to consumers and end-users | |||
| ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 | Indicator number 10 Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | Policies related to consumers and end-users | ||
| ESRS S4-4 Human rights issues and incidents paragraph 35 | Indicator number 14 Table #3 of Annex 1Indicator number 15 Table #3 of Annex 1 | Taking action on material impacts, risks and opportunities related to consumers and end-users | |||
| ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) | Indicator number 15 Table #3 of Annex 1 | Business conduct policies and corporate culture | |||
| ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) | Indicator number 6 Table #3 of Annex 1 | Business conduct policies and corporate culture | |||
| ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a) | Indicator number 17 Table #3 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II) | Communications received in the complaints channel | ||
| ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) | Indicator number 16 Table #3 of Annex 1 | Communications received in the complaints channel |
(1) Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (Sustainable Finance Disclosures Regulation) (OJ L 317, 9.12.2019, p. 1).
(2) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation "CRR") (OJ L 176, 27.6.2013, p. 1).
(3) Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).
(4) Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 ('European Climate Law') (OJ L 243, 9.7.2021, p. 1).
(5) Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).
(6) Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and governance risks (OJ L 324,19.12.2022, p.1.).
(7) Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).
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SUSTAINABILITY REPORT
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FLUIDRA
TABLE OF CONTENTS OF SASB
| Topic | Metric | Category | Unit of measure | Code | Paragraph |
|---|---|---|---|---|---|
| Energy management | (1) Total energy consumed | Quantitative | Gigajoules (GJ) | RT-EE-130a.1 | Energy consumption and mix |
| (2) Percentage grid electricity and | Percentage (%) | ||||
| (3) Percentage renewable | |||||
| Hazardous Waste | (1) Amount of hazardous waste generated | Quantitative | Metric tonnes (t) | RT-EE-150a.1 | Resource outflows (waste) |
| (2) Percentage recycled | Percentage (%) | ||||
| (1) Number and aggregate quantity of reportable spills | Quantitative | Number | RT-EE-150a.2 | ||
| (2) Quantity recovered | Kilogrammes (kg) | ||||
| Product Safety | (1) Number of recalls issued, | Quantitative | Number | RT-EE-250a.1 | Complaints received and their resolution |
| (2) Total units recalled | |||||
| Total amount of monetary losses as a result of a legal proceedings associated with product safety | Quantitative | Presentation currency | RT-EE-250a.2 | Complaints received and their resolution | |
| Product Lifecycle Management | Percentage of products by revenue that contain IEC 62474 declarable substances | Quantitative | Percentage (%) by revenue | RT-EE-410a.1 | Sales of products containing hazardous or harmful substances |
| Percentage of eligible products, by revenue, certified to an energy efficiency certification | Quantitative | Percentage (%) by revenue | RT-EE-410a.2 | Product certifications and sustainability declarations | |
| Revenue from renewable energy-related and energy efficiency-related products | Quantitative | Presentation currency | RT-EE-410a.3 | Sustainable product sales | |
| Materials Sourcing | Description of the management of risks associated with the use of critical materials | Discussion and analysis | N/A | RT-EE-440a.1 | Material impacts, risks and opportunities (resource inflows) |
| Business Ethics | Description of policies and practices for prevention of: (1) corruption and bribery | Discussion and analysis | N/A | RT-EE-510a.1 | Business conduct policies and corporate culture |
| (2) Anti-competitive behaviour | Policies adopted on market competition | ||||
| Total amount of monetary losses as a result of legal proceeding associated with bribery or corruption | Quantitative | Presentation currency | RT-EE-510a.1 | Communications received in the complaints channel | |
| Total amount of monetary losses as a result of legal proceeding associated with anti-competitive behaviour regulations | Quantitative | Presentation currency | RT-EE-510a.1 | Monetary losses due to anti-competitive practices | |
| Activity metric | Category | Unit of measure | Code | Paragraph | |
| --- | --- | --- | --- | --- | |
| Number of units produced by product category | Quantitative | Number | RT-EE-000.A | Not reported as it is confidential information of the entity | |
| Number of employees | Quantitative | Number | RT-EE-000.B | Characteristics of the Company's employees |
2025 Integrated Annual Report
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SUSTAINABILITY REPORT
S. Appendicess
FLUIDRA
APPENDIX II. EXTERNAL ASSURANCE REPORT
Independent Limited Assurance Report on the Consolidated Non-Financial Information Statement and Sustainability Information for the year ended December 31, 2025
FLUIDRA, S.A. AND SUBSIDIARIES
The better the question.
The better the answer.
The better the world works.
EY
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FLUIDRA

Shape the future with confidence
Ernst & Young, S.L.
Torres Sarrià A
Avda. Sarrià, 102-106
08017 Barcelona
España
Tel: 933 663 700
Fax: 934 053 784
ey.com
INDEPENDENT LIMITED ASSURANCE REPORT ON THE CONSOLIDATED NON-FINANCIAL INFORMATION STATEMENT AND SUSTAINABILITY INFORMATION
(Translation of a report originally issued in Spanish. In the event of discrepancy, the Spanish-language version prevails.)
To the shareholders of Fluidra, S.A.
Conclusion of limited assurance
In accordance with article 49 of the Commercial Code, we have performed a limited verification engagement on the Consolidated Non-Financial Information Statement ("NFIS") for the year ended December 31, 2025, of FLUIDRA, S.A. (the "Entity") and subsidiaries (the "Group"), which is part of the Group's Consolidated Management Report.
The content of the NFIS includes information in addition to that required by prevailing company law in respect of non-financial information, specifically the Sustainability Information prepared by the Group for the year ended December 31, 2025 (the "sustainability information") in accordance with Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022, as regards corporate sustainability reporting (the "CSRD"). The sustainability information was also subject to limited verification.
Based on the procedures applied and the evidence obtained, nothing has come to our attention that causes us to believe that:
a) The Group's NFIS for the year ended December 31, 2025 has not been prepared, in all material respects, in accordance with the contents required by prevailing company law and the criteria selected in European Sustainability Reporting Standards ("ESRS"), as well as other criteria described as explained for each subject matter in "Table of contents of Law 11/2018" of the NFIS.
b) The sustainability information, taken as a whole, has not been prepared, in all material respects, in accordance with the sustainability reporting framework applied by the Group and identified in the accompanying section "General basis for the preparation of the consolidated non-financial information statement and sustainability information", including:
- That the description of the process for identifying the sustainability information to be disclosed included in subsection "Description of the process to identify and assess material impacts, risks and opportunities" is consistent with the process implemented and that it enables the identification of the material information to be disclosed in accordance with the requirements of ESRS.
- Compliance with ESRS.
- Compliance of the disclosure requirements included in subsection "EU Taxonomy" of the section on the environment in the sustainability information with Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020, on the establishment of a framework to facilitate sustainable investment.
Domicilio Social: Calle de Raimundo Fernández Villaverde, 60, 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.120 de la sección 3ª del Libro de Sociedades, folio 68, hoja nº 87.690-1, Inscripción 1ª. C.I.F. B-79970506.
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FLUIDRA

Basis of conclusion
We have performed our limited verification engagement in accordance with generally accepted professional standards applicable in Spain and specifically with the guidelines contained in the Guidelines 47 (revised) and 56 issued by the Spanish Institute of Chartered Accountants on non-financial information assurance engagements and considering the contents of the note issued by the Spanish Accounting and Auditing Institute (ICAC) on December 18, 2025 (the "generally accepted professional standards").
The procedures performed in a limited verification engagement are less in extent than for a reasonable verification engagement. Consequently, the level of assurance obtained in a limited verification engagement is lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
Our responsibilities under those regulations are further described in the Practitioner's responsibilities section of our report.
We have complied with the independence and other ethics requirements of the International Code of Ethics for Professional Accountants (including international standards on independence) of the International Ethics Standards Board for Accountants (IESBA), which is based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behavior.
Our firm applies International Standard on Quality Management (ISQM) 1, which requires us to design, implement, and operate a system of quality management including policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We believe that the evidence obtained is sufficient and appropriate to provide a basis for our conclusion.
Responsibilities of the directors
The preparation of the NFIS included in the Group's consolidated management report is the responsibility of the directors of FLUIDRA, S.A. The NFIS has been prepared in accordance with the content required by prevailing company law and the criteria selected in ESRS, as well as other criteria described as explained for each subject matter in "Table of contents of Law 11/2018" of the NFIS.
This responsibility also includes the design, implementation, and maintenance of such internal control as considered necessary to ensure that the NFIS is free of material misstatement, whether due to fraud or error.
The directors of FLUIDRA, S.A. are also responsible for defining, implementing, adapting, and maintaining the management systems from which the necessary information for preparing the NFIS is obtained.
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In relation to the sustainability information, the entity's directors are responsible for developing and implementing a process for identifying the information to be included in the sustainability information in accordance with the CSRD, the ESRS and Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council, of 18 June 2020, and for disclosing information about this process in the sustainability information itself in the subsection "Description of the process to identify and assess material impacts, risks and opportunities". This responsibility includes:
- Understanding the context in which the Group carries out its activities and business relationships, as well as its stakeholders, in relation to the Group's impact on people and the environment.
- Identifying the actual and potential impacts (both negative and positive), as well as risks and opportunities that could affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to financing, or cost of capital in the short, medium or long term.
- Assessing the materiality of the identified impacts, risks and opportunities.
- Making assumptions and estimates that are reasonable under the circumstances.
The directors are also responsible for the preparation of the sustainability information, which includes the information identified by the process, in accordance with the sustainability reporting framework used, including compliance with the CSRD, the ESRS, and compliance of the disclosure requirements included in subsection "EU Taxonomy" of the section on the environment in the sustainability information with Article 8 of Regulation (EU) 2020/852 of the European Parliament and of the Council, of 18 June 2020, on the establishment of a framework to facilitate sustainable investment.
This responsibility includes:
- Designing, implementing and maintaining such internal control as the directors consider relevant to enable the preparation the sustainability information that is free from material misstatement, whether due to fraud or error.
- Selecting and applying appropriate methods for the presentation of sustainability information and the basis of assumptions and estimates that are reasonable, considering the circumstances, about specific disclosures.
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FLUIDRA

Inherent limitations in the preparation of the information
In accordance with ESRS, the entity's directors are required to prepare forward-looking information on the basis of assumptions and hypothetical assumptions, which must be included in the sustainability information, about potential future events and possible future actions, if any, that the Group could take. Actual results may differ significantly from estimated results, as the reference is to the future and future events frequently do not occur as expected.
In determining the disclosures in the sustainability information, the entity's directors interpret legal and other terms that are not clearly defined and that may be interpreted differently by others, including the legal conformity of such interpretations, and, accordingly, are subject to uncertainty.
Practitioner's responsibilities
Our objectives are to plan and perform the verification engagement to obtain limited assurance about whether the NFIS and sustainability information are free from material misstatement, whether due to fraud or error, and to issue a limited verification report that includes our conclusions. 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 this information.
As part of a limited verification engagement, we exercise professional judgment and maintain professional skepticism throughout the engagement. We also:
- Design and perform procedures to assess whether the process for identifying the disclosures to be included in the NFIS and sustainability information is consistent with the description of the process followed by the Group and enables, where appropriate, the identification of the material information to be disclosed as required in the ESRS.
- Perform risk procedures, including obtaining an understanding of internal control relevant to the engagement, to identify disclosures where material misstatements are more likely to arise, whether due to fraud or error, but not for the purpose of providing a conclusion on the effectiveness of the Group's internal control.
- Design and perform procedures responsive to disclosures in the NFIS and sustainability information where material misstatements are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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5
Summary from the work performed
A limited verification engagement involves performing procedures to obtain evidence as a basis for our conclusions. The nature, timing and extent of procedures selected depend on professional judgment, including the identification of disclosures where material misstatements are likely to arise, whether due to fraud or error, in the NFIS and sustainability information.
Our work consisted of making inquiries of management and of the Group's various business units and components that participated in the preparation of the NFIS and sustainability information, reviewing the processes used for compiling and validating the information presented in the NFIS and sustainability information, and applying certain analytical procedures and performing tests of details on a sample basis as described below:
For verification of the NFIS:
- Holding meetings with Group personnel to obtain an understanding of the business model, the policies and management approaches applied, and the main risks related to these matters and to gather the information needed to perform the independent assurance work.
- Analyzing the scope, relevance and completeness of the content of the 2025 NFIS based on the materiality assessment performed by the Group and described in subsection "Material impacts, risks and opportunities and their interaction with strategy and business model" of the NFIS, considering the content required in prevailing company law.
- Analyzing the processes used to compile and validate the data presented in the 2025 NFIS.
- Reviewing the disclosures relating to the risks, policies and management approaches applied with respect to the material matters presented in the 2025 NFIS.
- Checking, through sample testing, the information underlying the content of the 2025 NFIS and whether it has been adequately compiled based on data provided by information sources.
For verification of the sustainability information:
-
Making inquiries of Group personnel:
-
To understand the business model, the policies and management approaches applied and the main risks related to these matters and to gather the information needed to perform the independent assurance work.
-
To know the source of the information used by management (e.g., interaction with stakeholders, business plans and documents on strategy) and review the Group's internal documentation on its process.
-
Obtaining, through inquiries of Group personnel, insight into the entity's processes for gathering, validation, and presenting information relevant for the preparation of its sustainability information.
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- Assessing whether the evidence obtained in our procedures on the process implemented by the Group for determining the disclosures to be included in the sustainability information is consistent with the description of the process included in that information, as well as assessing whether that process implemented by the Group enables identification of the material information to be disclosed in accordance with the requirements of the ESRS.
- Assessing whether all the information identified in the process implemented by the Group for determining the disclosures to be included in the sustainability information is effectively included.
- Evaluating whether the structure and presentation of the sustainability information is consistent with ESRS and the rest of the sustainability reporting framework applied by the Group.
- Performing inquiries of relevant personnel and analytical procedures on the disclosures in the sustainability information, considering those where material misstatements are likely to arise, whether due to fraud or error.
- Performing, as appropriate, substantive procedures through sampling of selected disclosures in the sustainability information, considering those where material misstatements are likely to arise, whether due to fraud or error.
- Obtaining, as appropriate, reports issued by accredited independent third parties accompanying the consolidated management report in response to the requirements of European regulations and, in relation to such information and in accordance with generally accepted professional standards, verification, exclusively, of the accreditation of the practitioner and that the scope of the report issued corresponds to that required by European regulations.
- Obtaining, as appropriate, the documents containing the information incorporated by reference, the reports issued by auditors or practitioners on such documents and, in accordance with generally accepted professional standards, verification, exclusively, that in the document to which the information incorporated by reference refers, the requirements described in ESRS for the incorporation by reference of information in the sustainability information are met.
- Obtaining a representation letter from the directors and management regarding the NFIS and sustainability information.
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FLUIDRA

7
Other Information
The persons in charge of the entity's governance are responsible for the other information. The other information comprises the consolidated financial statements and the rest of the information included in the consolidated management report, but does not include either the auditors' report on the consolidated financial statements or the assurance reports issued by accredited independent third parties required by European Union law on specific disclosures contained in the sustainability information and attached to the consolidated management report.
Our verification report does not cover the other information and we do not express any form of verification conclusion on it.
Our responsibility in connection with our engagement to verify the sustainability information is to read the other information identified and consider whether it is materially inconsistent with the sustainability information or the knowledge we have obtained during the verification engagement that could indicate material misstatements in the sustainability information.
ERNST & YOUNG, S.L.
(Signature on the original in Spanish)
Alfredo Egulagaray
March 25, 2026
A member firm of Ernst & Young Global Limited.
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2025 CONSOLIDATED MANAGEMENT REPORT — 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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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 VALLES (BARCELONA)
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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 |
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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
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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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| 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
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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.
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. |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
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.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL CORPORATE GOVERNANCE REPORT
FLUIDRA
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). |
2025 Integrated Annual Report
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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
2025 Integrated Annual Report
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FLUIDRA
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
2025 Integrated Annual Report
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 |
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| Identification of director or representative | Name of company, listed or not | Position |
|---|---|---|
| Mr MANUEL PUIG ROCHA | Puig North America, INC | DIRECTOR |
| 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 |
2025 Integrated Annual Report
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FLUIDRA
| Identification of director or representative | Name of company, listed or not | Position |
|---|---|---|
| Ms BARBARA BORRA | Franke Home Solutions | CHAIRMAN -CEO |
| 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.
2025 Integrated Annual Report
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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 Integrated Annual 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
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Appointments and Compensation Committee. This report will evaluate, especially, the director's performance during his or her term of office and his or her capacity to continue performing duties satisfactorily. In particular, in the case of independent directors, particular consideration will be given to the analysis of the Company's needs in order to determine whether the candidate for re-election can perform the functions and has the skills required by the Board, and for the second re-election, as the case may be, of an independent director, the Board of Directors may not propose to the General Meeting re-election for a term of more than two (2) years.
C.1.17. Explain the extent to which the annual evaluation of the board has given rise to significant changes in its internal organization and to the procedures applicable to its activities:
Description of changes
In accordance with the provisions of the Appointments and Compensation Committee Regulations, the Appointments and Compensation Committee will evaluate the necessary skills, knowledge and experience on the Board of Directors and will define the necessary duties and aptitudes of the candidates to fill each vacancy accordingly, and will evaluate the time and dedication required in order to discharge the duties well. For this purpose: (a) it will draw up a matrix of necessary skills of the Board of Directors to help the Appointments and Compensation Committee to analyse the skills, knowledge and experience of the directors who are members of the Board and to define the functions and aptitudes of the candidates who are to cover any vacancies arising; (b) it will evaluate the time and dedication required for them to fulfil their duties effectively; and (c) it will promote programmes to update directors' knowledge, when necessary.
The Appointments and Compensation Committee will also promote and co-ordinate the annual performance evaluation process of the Board of Directors, the Chairman of the Board, its Committees, their members and of executive directors.
Fluidra regularly (once every three years at most) conducts evaluations of the operation and composition of the Board of Directors and its Committees, with the assistance of an external consultant. The last two such evaluations were carried out in 2021 and 2024, by the external consultant Seeliger y Conde. In 2025 the evaluation was carried out internally.
The conclusion of the evaluation of the Board's functioning and composition has been positive, in general, highlighting that attendance and access to management are adequate, and the Board's documentation correctly sets out the main resolutions and actions. Presentations and debates are at an appropriate level, with an agenda aligned to the Board's strategic priorities. The general functioning favours a suitable tone and an effective balance between discussions in the Board and presentations by management. Overall, it is considered that the Board's performance is excellent.
The Board's effectiveness is therefore constantly advancing, with improvements in the dynamics, practices and performance of
the Board, confirming a more solid structure for meetings, an effective strategic approach and high levels of preparation and commitment. In addition, the information flow and supervisory practices show advances such as the improvement in interaction with management, with the opportunity to increase the frequency of interim updates of the CEO between meetings.
The results of the evaluation of the Board of Directors carried out in 2025 were reviewed and approved by the Appointments and Compensation Committee. The summary of conclusions reflected the healthy state of Fluidra's Board of Directors and its Committees, and made suggestions to improve the Board of Directors and continue advancing in the continuous improvement of Fluidra's governance bodies. Although the annual Board evaluation has not given rise to important changes in its internal organization or in the procedures applicable to its activities, action plans have been defined aimed at continuing to improve the effectiveness, efficiency and strategic alignment of the Board of Directors, fostering an active, integrated and forward-looking leadership structure.
Describe the evaluation process and the areas evaluated by the board of directors, assisted, as the case may be, by an external consultant, regarding the operation and composition of the board and its committees and any other area or aspect that has been evaluated.
Description of evaluation process and areas evaluated
The evaluation of the Board of Directors in 2024 was carried out with the participation of an external consultant, taking into account the recommendations of the Good Governance Code for Listed Companies and international best practice in corporate governance.
The purpose of the evaluation is to assess the Board's composition, operation and performance and provide a framework for self-assessment of its skills and competences by responding to a series of questions and statements. The questionnaire is organized in four parts: the first analyses the mechanics, the organization, the structure and the performance of the Board, the second is a self-assessment of skills which examines the capabilities of each of its members, the third part concerns training needs and the last part asks for suggestions to improve the general functioning of the Board.
In 2025, the results and conclusions of the evaluation carried out in December 2024 by the external consultant were submitted to the Chair of the Appointments and Compensation Committee.
C.1.18. In years when the evaluation has involved the assistance of an external advisor, detail any business relationship that the consultant or any company of its group have with the company or any of the group companies.
In 2024, the evaluation of the Board of Directors was assisted by the external consultant Seeliger y Conde, which has not provided any service to the Company in 2025. In previous years, Seeliger y Conde has provided certain advisory services to the Company, mainly consisting of support in selection processes, which in no case represent a conflict with the Company.
2025 Integrated Annual 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 Integrated Annual 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.
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C.1.27. State whether the individual and consolidated annual accounts that are submitted to the board are previously certified:
☐ Yes
☑ 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.
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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 |
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| Individual | Consolidated | |
|---|---|---|
| No. of years audited by current audit firm / No. of years the company or its group has been audited (%) | 45.50 | 41.70 |
C.1.35. State whether there is a procedure to ensure directors have the necessary information to prepare meetings of management bodies sufficiently in advance and, if so, describe it:
☑ 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.
C.1.39. Identify individually, when directors are involved, and on an aggregate basis in all other cases, and provide a
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detailed description of the agreements between the company and its management level and decision-making positions or employees that provide for indemnities, guarantee or "golden
parachute" clauses upon resignation or unfair dismissal, or if the contractual relationship is terminated as a result of a takeover bid or other type of transaction.
Number of beneficiaries
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;
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Evaluation of the effectiveness of the internal control and management systems, as well as the measures established to mitigate the risks identified;
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Assurance of the process established to identify and reassess financial and non-financial risks;
- Identification and understanding of emerging risks, and their alert mechanisms; and
- Assurance that risks are maintained and managed within the tolerance levels established by the Board.
In turn, the role of the MAC is to identify the different types of risks and opportunities, including among the financial and economic risks any contingent liabilities and other off-balance-sheet risks; identify the measures that are necessary to mitigate the impact of the risks identified, in the event that they materialize; identify the internal control and reporting systems that will be used to control and manage the risks. Within the MAC, the CFSO is responsible for management of the system and the risk management function through the ERM department. ERM is responsible for: supervising risks according to the methodology and tools defined in the Policy; coordinating the first and second lines of defence; promoting a sound risk culture throughout the organization. Finally, the Internal Audit department carries out independent oversight of the risk management system, and of the internal control systems, contributing with its recommendations to reducing the potential impact of the risks on the organization to reasonable levels, and to improving the risk management and control processes.
The objectives of the Audit and Sustainability Committee are:
- To report to the General Shareholders' Meeting on any matters arising within its sphere of competence.
- To propose to the Board of Directors, for submission to the General Shareholders' Meeting, the appointment of auditors or audit firms as referred to in article 264 of the Companies Act, and their contract conditions, the scope of their professional engagement and, as the case may be, their revocation or non-renewal.
- To supervise the effectiveness of the Company's internal control and Internal Control over Financial Reporting, internal audit and the risk management systems, and to discuss with the auditors or audit firms any significant internal control weaknesses detected in the course of the audit.
- To supervise the process of drawing up and presenting statutory financial information.
- To review the Company's accounts, ensure compliance with legal requirements and correct application of generally accepted accounting principles, for which purpose it has the direct collaboration of the external and internal auditors.
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- To handle and oversee relations with the external auditors or audit firms in order to receive information on any matters that could compromise their independence and any other matters related to the auditing process, as well as any other communications established in auditing legislation and auditing standards.
- To supervise performance of the audit contract, ensuring that the opinion on the Annual Accounts and the main contents of the audit report are expressed clearly and precisely, and to evaluate the results of each audit.
- To supervise compliance with legislation on related-party transactions. In particular, it will ensure that such transactions are reported to the market (Order 3050/2004, of the Ministry of Economy and Treasury, of $15^{\text{th}}$ September 2004).
- To issue annually, prior to the issue of the audit report, a report expressing an opinion on the independence of the auditors or audit firms, as well as disclosing the provision of any additional services.
- To examine compliance with the Internal Rules of Conduct, the Audit and Sustainability Committee Regulations and the Company's rules of good governance and to make the necessary proposals for improvement.
- To receive information and issue a report on any disciplinary measures sought to be imposed on members of the Company's senior management team.
With regard to tax, the tax strategy approved by the Board is governed by the following principles: compliance with the applicable tax obligations in the territories where it does business, promote a relationship of collaboration with the Tax Authorities with which it relates, and protect sustainable value generation for the Company's different stakeholders. Tax Management of the Group reports, at least once a year, to the Board on the management of and compliance with tax obligations as well as tax risk control and management aspects.
E.3. Point out the main financial and non-financial risks, including tax risks and to the extent that they are significant the risks deriving from corruption (with the scope indicated in Royal Decree Act 18/2017), that could affect the achievement of business goals:
Following the process of identifying and assessing the corporate risks, a total of 34 risks were identified in 2025. The 10 most significant risks are detailed below:
Financial risks:
a) Increase in prices of raw materials and supplies.
b) Fluctuations in exchange rates.
Non-financial risks:
a) Cybersecurity incidents.
b) Changes in competitors' strategy that could affect market dynamics.
c) Loss of competitiveness due to the failure to adapt to new technologies.
d) Serious accidents affecting employees or third parties.
e) Water crisis.
f) Business interruption as a result of problems in IT systems.
g) Succession plans and loss of key personnel. Impossibility of retaining talent.
h) Impacts deriving from catastrophic events in production or logistic plants.
E.4. Identify whether the company has risk tolerance levels, including one for tax risk:
Fluidra defined its risk tolerance (maximum acceptable value of unexpected losses that the Company can handle). Based on the values that were calculated, impact scales have been defined that the group uses in its risk matrix.
The various risks are identified and assessed on the basis of an analysis of the possible events that could give rise to such risks. The assessment is carried out using metrics that measure likelihood and impact. The controls in place to mitigate them are determined as well as the additional action plans necessary if such controls are considered insufficient.
This process, performed annually, lets the Company's Risk Map be obtained. The most relevant risks are taken from this map and, together with the main variations compared to the previous year, are submitted to the Audit and Sustainability Committee for discussion and approval. The definition of the scale of gravity and the scale of likelihood is carried out based on qualitative and quantitative criteria.
Once the critical risks have been identified and re-assessed, Company Management establishes specific actions, determining the person responsible and timing, to mitigate the impact and likelihood of such risks and at the same time reviews the current controls over these risks. The analysis of risks, controls and actions to mitigate their impact and likelihood is presented annually to the Audit and Sustainability Committee, for supervision and approval. The Audit and Sustainability Committee subsequently reports to the Board of Directors.
E.5. State what financial and non-financial risks, including tax risks, have materialized during the year:
In 2025, no risk with a material impact has materialized.
E.6. Explain the plans for responding to and supervising the company's main risks, including tax risks, as well as the procedures followed by the company to ensure that the board of directors responds to the new challenges that appear:
In addition to what is explained in sections E.3 and E.5, Fluidra also manages the following risks:
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Strategic risks:
• Continuing analysis of sales of new strategic products and comparison with competitors based on market research monitoring tools, statistical database analysis by type of market and product. Comparative studies are performed that let us measure the figures against the competition and update product valuations with the information obtained.
• Customers with a greater awareness of sustainability: a study is planned that will identify risks and opportunities in market trends from the ESG standpoint.
• Analysis of new lines of business: advising from external consultants specializing in development processes.
Operational risks:
• Protection of technology and R&D: given the activities carried out by the different business units, this is an essential milestone in order to maintain its competitive edge. Fluidra has development criteria, policies and legal protocols to assure this protection, encompassing information security and cybersecurity.
• Action plans to ensure that production capacities are adapted to the demand levels for new products.
• Expansion through the acquisition of companies in the sector: integration processes in all areas so that the companies are integrated efficiently.
• Impacts of climate change on operations: monitoring to prevent alterations in the Group's supply chain.
Financial risks:
• Corporate Management Control Department: detection and rapid eradication of any irregularity in subsidiaries to standardize the consolidation of financial and non-financial statements; analysis of procedures and internal controls of the subsidiaries successively checked by the Internal Audit Department and reviewed by external auditors.
• Plan for implementation and update of the subsidiaries' computer systems.
• Continuous monitoring of exposure to exchange rate risk or interest rate risk and proposing corrective measures.
• Continuous monitoring of credit risk: analysing the financial health and the profits obtained from customers that represent a higher risk in relation to the fixed costs borne by Fluidra.
Regulatory and compliance risks:
• Procedure for identification and assessment of legal/tax risks applied periodically: identify any conflicts/litigation that could have an impact on the Company's assets, or any differences of opinion that might arise due to different interpretations of the law with respect to a specific tax. Accounting provisions to cover the risks are analysed and recorded.
• Providing annual information on environmental performance and management: Fluidra works to guarantee the reliability and integrity of the information provided on energy use, waste generation and greenhouse gas emissions through external verification of its Non-Financial Statement.
Environmental risks:
• Effect of climate change on the business: calculation of the financial impact as a result of the possibility of a reduction in sales of seasonal products and of potential property damage and interruptions of its activity. This risk is offset with the group's geographical diversification, the increase in the portfolio of products for adverse climate conditions and the R&D of products with low water, energy and chemical product consumption, as well as products and services that enable efficient utilization of pools in any climate situation. The ESG department performs a qualitative analysis of the physical and transition risks. It has been determined that acute physical risks on the business infrastructures and the costs associated to prevention, adaptation and mitigation are the most likely in the medium term and those that could have the biggest impact.
• Environmental legislation: the subsidiaries/regions are responsible for compliance with legislation and have the support of the corporate ESG and HSE departments.
Human Resources risks:
• Talent management: people management to reduce workplace conflicts and not affect the Company's performance: policy of bonuses linked to the company's results and personal targets; identifying and rewarding the best professionals to attract and retain talent; individual and collective development plans; succession plans that guarantee the continuity of the Company.
• Occupational health and safety: investments are made in the factories periodically and training is given to prevent workplace accidents.
• Whistleblowing Channel: managed by the Ethics Committee, for reporting any issue considered appropriate.
• Respect for internationally recognized Human Rights: efforts are made to prevent and mitigate any potential risk that could arise from the Company's activities and/or commercial relations. All employees and suppliers undertake to respect the principles contained in the Universal Declaration of Human Rights by accepting Fluidra's respective Ethics Codes.
Reputational risks:
• Transparency in communications with stakeholders: comparison with different international benchmarks and external agency ratings to ensure compliance and plan future improvements; publication of Annual Integrated Report.
• United Nations Global Compact and principles of the ILO. Fluidra carries on its activity in some of the countries that have not signed up to the Global Compact and ILO principles. Supplier assessments and audits are performed and training is given to them on the human rights commitments contained in the Ethics Code.
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F. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS ON FINANCIAL REPORTING (ICFR)
Describe the mechanisms that make up the control and risk management systems in relation to the company's financial reporting (ICFR).
F.1. Control environment in the company.
Indicate, specifying their main features, at least the following:
F.1.1. What bodies and/or functions are responsible for: (i) the existence and maintenance of an adequate and effective ICFR; (ii) the implementation of this system; and (iii) supervision of the system.
Fluidra S.A. and its subsidiaries formally define the responsibilities for the adequate and effective existence of ICFR in the Board of Directors Regulations.
The Board of Directors has designated Corporate Financial Management of Fluidra as responsible for the implementation and maintenance of ICFR.
As regards responsibility for supervising ICFR, articles 6 and 7 of the Audit and Sustainability Committee Regulations explicitly include the responsibility of the Audit and Sustainability Committee in relation to supervision of the ICFR, as well as the responsibility for supervising the process of drawing up and presenting statutory financial information.
The Audit and Sustainability Committee has the support of Internal Audit and Regulatory Compliance management in fulfilling its responsibilities and this is reflected in the charter for that management area.
F.1.2. Whether any of the following are in place, particularly with regard to the process of preparing financial information:
- Departments and/or mechanisms in charge of: (i) the design and review of the organizational structure; (ii) clearly defining the lines of responsibility and authority, with an appropriate distribution of tasks and duties; and (iii) ensuring that there are sufficient procedures for the proper dissemination of these in the company:
Fluidra has internal processes that establish the authorization levels necessary to modify the organizational structure. Defining the structure and reviewing it are ultimately responsibilities of the Executive Chairman and CEO, with the support of the Appointments and Compensation Committee. The Appointments and Compensation Committee is made up of 4 directors from the Board of Directors, of whom 1 is a proprietary director and 3 are independent.
Fluidra has an internal organization chart available on the corporate intranet which covers the main business areas and ranges from the position of Executive Chairman through the CEO to the level of General Management of each business. This organization chart specifies the areas and departments (including the departments involved in the preparation, analysis and supervision of the financial information), and details the hierarchical dependencies.
For the purposes of preparing statutory financial information, the Group Accounting Manual (GAM) sets out the basic lines of responsibility existing in the process, policies, documentation necessary and timing.
- Code of conduct, body that approves it, degree of dissemination and instruction, principles and values included (indicating whether the recording of operations and the preparation of financial information are specifically mentioned), body in charge of analysing breaches and proposing corrective actions and penalties:
Fluidra's commitments include focusing its efforts on ensuring that operations are carried out in an environment of ethical professional practice. This is carried out through the implementation of mechanisms aimed at preventing and detecting fraud committed by employees, or inappropriate practice that could lead to sanctions, fines or damage the Group's image, and also by reinforcing the importance of ethical values and integrity among its professionals.
Fluidra has a Code of Conduct (hereinafter Ethics Code), the first version of which was approved by the Board of Directors at a meeting held on 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 applicationsAdequate segregation of functionsRaising 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: 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.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.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.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: Investigate the circumstances giving rise to the resignation of the external auditor, should this come about.Ensure that the remuneration of the external auditor does not compromise its quality or independence.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.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.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: 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. 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. The risk level the company sees as acceptable. The measures devised to mitigate the impact of the risks identified, should they materialize. 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 ☐
2025 Integrated Annual Report
- 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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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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Ernst & Young, S.L.
Torres Sarrià A
Avda. Sarrià, 102-106
08017 Barcelona
España
Tel: 933 663 700
Fax: 934 053 784
ey.com
AUDITOR'S REPORT ON THE "INFORMATION RELATED TO THE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)"
Translation of a report and information originally issued in Spanish. In the event of discrepancy, the 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 Raimundo Fernández Villaverde, 65, 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, 8.130 de la sección 3ª del Libro de Sociedades, ficha 68, hoja nº 87.600-1, Inscripción 1ª, C.I.F. B-78970506.
A member firm of Ernst & Young Global Limited.
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Shape the future with confidence
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 n° 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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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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ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
At Fluidra, quality and transparency are strategic pillars that underpin how we report our performance and communicate the value we create.
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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 VALLÉS) 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:
- The 2026 Directors' Remuneration Policy
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.
-
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.
-
The standard statistical annex, as required in Circular 4/2013, including:
-
The results of the advisory vote of the last Annual Report on the Remuneration of Directors
- The detail of the individual remuneration corresponding to each of the directors in 2025.
Refer to Appendix II.
This Report has been prepared for the first time in a freely designed format in accordance with the regulatory authorization granted under Circular 4/2013, something welcomed by some stakeholders as per the feedback received during the engagement process. While adopting this new structure, its contents observe the minimum standards established in the applicable regulations and is accompanied by the standard statistical Appendix.
Fluidra's Board of Directors approved this Report at its meeting held on 24 March 2026, following a proposal submitted by the Appointments and Remuneration Committee ("Appointments and Remuneration Committee", the "Committee" or the "ARC") and in compliance with the applicable regulations.
The Report will be submitted to the next GSM, as a separate item on the agenda, for an advisory vote.
Data and criteria considered in this Report:
- The CEO, Mr. Jaime Ramírez, was appointed Executive Director at the Board of Directors meeting held on 7 May 2025, following the resolution adopted by the GSM on the same day. Although Spanish legislation requires disclosure of remuneration only for the period from his appointment on 7 May 2025 through the end of the financial year on 31 December 2025, this Report presents full-year remuneration to facilitate comparison with prior and future years.
- A portion of the CEO's remuneration is paid by Zodiac Pool Solutions LLC, entity within the Fluidra Group.
- The €/US$ exchange rate used in this Report corresponds to the 2025 average rate: €1 = US$1.1314.
- Vested shares from the 2023–2025 LTIP cycle and the Executive Directors' shareholdings as of 31 December 2025 are valued, for information purposes, using Fluidra's closing share price on that date, €23.16.
This is a translation of the original Spanish version. In the event of any discrepancy, the Spanish text shall prevail.
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1. LETTER FROM THE CHAIR OF THE APPOINTMENTS AND REMUNERATION COMMITTEE
Dear Stakeholders,
On behalf of the Board, as Chair of Fluidra's ARC, I present our 2025 Annual Report on Directors' Remuneration.
For the first time, we are introducing this Report in a "free-format" structure. We believe this approach will enhance the quality of our disclosures to shareholders, enabling us to more clearly demonstrate the connection between governance, our long-term strategic goals, business performance and remuneration at Fluidra.
Results of the 2025 GSM and Remuneration Policy for 2026
At the 2025 GSM, the Board was pleased that the 2024 Annual Report on Directors' Remuneration received support from 94.5% of shareholders. The Board also put a new Directors' Remuneration Policy, which introduced the new 2025-2029 Long-Term Incentive Plan ("LTIP"). The remuneration resolutions were approved with 73% and 91.3% support, respectively. However, the Committee acknowledged that a notable proportion of shareholders did not support these remuneration resolutions.
Following the GSM, an extensive consultation process was undertaken to listen to our institutional shareholders' and proxy advisors' feedback and to discuss the implementation of the Policy. The engagement reached over 27% of our free float and included meetings with 8 of our largest shareholders not represented on the Board and key proxy advisors. Key areas of feedback were related to:
- The ex ante disclosure level on target-setting under the LTIP.
- The pay levels for the CEO, Mr. Jaime Ramírez.
- The severance package and non-compete clause for the Executive Chairman.
- The application of the derogation clause of the Remuneration Policy, which some stakeholders consider to be broad in its current drafting.
In response to the above-mentioned suggestions, and as part of our commitment to continuous improvement, several enhancements have been incorporated in Section 3 "2026 Remuneration Policy". These include:
- Greater transparency on the process of selecting our metrics and setting our targets for the 2026-2028 LTI cycle, which is comprehensive and robust. In this process, the ARC was driven by the need to be fully aligned to support successful delivery of our strategy, which is based on three pillars: accelerate growth, foster competitive differentiation and enhance operational excellence.
Additionally, we have introduced a relative Total Shareholder Return metric ("TSR") to assess the competitiveness of our performance. This measure replaces the absolute TSR. Fluidra's TSR will be evaluated against two peer groups: a group of five US pool industry players- our direct business competitors- and the Stoxx Europe 600 industrial goods & services index, which tracks European companies in the Industrial Goods and Services super sector, where Fluidra is classified (further details on Sections 2 and 3).
The ESG metric used to assess progress on ratings within the LTI has been maintained. To avoid overlap with the ESG indicators included in the annual variable remuneration, the latter are focused on other key priorities of our sustainability strategy: carbon footprint reduction, sustainable product sales, Total Recordable Incident Rate, and water-efficiency performance in operations.
- Greater disclosure of the benchmarking exercise used to determine the CEO's remuneration package. Mr. Jaime Ramírez's target total remuneration is commensurate with Fluidra's size relative to peers (further details on Section 3).
- The severance terms and post-contractual non-compete clause for the Executive Chairman protect the Company's legitimate interests and are aligned with observed local practices. Thus, no changes have been proposed.
- The derogation clause of the Remuneration Policy was not applied in 2025. Should its application become necessary at any point in the future, a detailed justification will be provided in the corresponding Remuneration Report.
Finally, for 2026, the Board, following the proposal of the ARC and in accordance with the Remuneration Policy, approved a moderate adjustment to Directors' remuneration as well as to the Executive Directors' base salaries. The increase is consistent with that applied for the broader workforce and does not alter the remuneration's relative market positioning.
The ARC is confident that these refinements and further explanations provided along this Report will preserve competitiveness and internal consistency, while maintaining a clear alignment between executive remuneration and long-term sustainable value creation.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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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ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
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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% RRelative 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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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
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.
WE AVOID POOR PAY PRACTICES
- No contracts with guaranteed salary increases.
- No guaranteed variable remuneration payments.
-
No hedging operations are entered into on the shares awarded during the retention period.
-
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.
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 $^{67}$ and US $^{68}$ 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
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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. |
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
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 (€92,000 in 2025) | €8,300 p.a. (€8,000 in 2025) | €52,000 (€50,000 in 2025) |
| Audit and Sustainability Committee | €21,000 (€20,000 in 2025) | €21,000 (€20,000 in 2025) | |
| Appointments and Remuneration Committee | €21,000 (€20,000 in 2025) | €21,000 (€20,000 in 2025) | |
| Delegated Committee | — | €3,000 per meeting (€12,000 fixed fee in 2025) | — |
Additionally,
- Annual fees for attending Board or its Committees will be €20,900 p.a. for Directors residing outside Europe (€20,000 p.a. in 2025).
- The Lead Independent Director will receive a fixed remuneration of €26,000 (€25,000 in 2025).
Non-Executive Directors are reimbursed for duly justified expenses incurred while rendering their services to the Company.
Directors in their capacity as such do not participate in any incentive or long-term savings plans.
According to the provisions in the Remuneration Policy, the maximum amount of annual remuneration for all the Directors of Fluidra in respect of their membership of the Company's Board of Directors and its Committees is established at €2,200,000. This amount will remain unchanged until the GSM approves a new amount.
Likewise, the internal distribution amongst the Directors will remain unchanged until the Board of Directors approves a different distribution. The Board, following a proposal by the ARC, may amend the proposal for the distribution of remuneration between the members of the managing body, as agreed in respect of the 2026-2028 Remuneration Policy, to bring it into line with the level of dedication of its members and market practice. Any modifications will be duly reported in the Annual Report on the Remuneration of Directors.
Non-Executive Directors, (as the Executive Directors and other senior officers at the Company) are beneficiaries of a Directors and Officers liability insurance (D&O) policy underwritten by Fluidra that covers them against any liabilities incurred as a result of the performance of their functions, all in accordance with the subjective scope defined in the corresponding policies signed by the Company. The premium of this insurance policy is not included in the maximum amount of annual remuneration for all the Directors.
Mr. Brooks' contract as Executive Director was terminated effective 31 August 2024. Following this termination, he continued to serve on the Board as an external proprietary director until 31 December 2024. He stepped down from his executive functions on 1 September 2024, at which time his contract was amended to reflect the cessation of those functions and to govern his role through 31 December 2024, ensuring a smooth handover to Fluidra's new Chief Executive Officer.
Pursuant to the 2022-2026 Long-Term Incentive Plan (granted to Mr. Brooks during his tenure as CEO), the number of performance share units (PSUs) awarded to Mr. Brooks was 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
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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.
2025 Integrated Annual Report
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2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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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ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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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ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
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.
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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.
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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 TSR^{1} | 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 GARCÍA | 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 GAÑET 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. MARIA 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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Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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 | 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 2^{nd} Cycle | 152,220 | 152,220 | 88,500 | 88,500 | 23.16 | 2,050 | 63,720 | ||||
| Mr. ELOY PLANES CORTS | 2024-2026 3^{rd} Cycle | 114,915 | 114,915 | 114,915 | 114,915 | |||||||
| Mr. ELOY PLANES CORTS | 2025-2027 1^{st} Cycle | 88,735 | 88,735 | 88,735 | 88,735 | |||||||
| Mr. JAIME RAMIREZ ALZATE | 2024-2026 3^{rd} Cycle | 336,662 | 336,662 | 336,662 | 336,662 | |||||||
| Mr. JAIME RAMIREZ ALZATE | 2025-2027 1^{st} Cycle | 181,279 | 181,279 | 181,279 | 181,279 | |||||||
| Mr. BRUCE W. BROOKS | 2023-2025 2^{nd} Cycle | 121,776 | 121,776 | 70,800 | 70,800 | 23.16 | 1,640 | 50,976 | 0 | 0 | ||
| Mr. BRUCE W. BROOKS | 2024-2026 3^{rd} Cycle | 45,965 | 45,965 | 45,965 | 45,965 |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
iii) 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 |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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 |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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. JOSE MANUEL VARGAS GÓMEZ | ||||||||
| Ms. MARIA DEL CARMEN GAÑET CIRERA | ||||||||
| Ms. MERCEDES GRAU MONJO | ||||||||
| Mr. BERNARDO CORBERA SERRA | ||||||||
| Mr. ÓSCAR SERRA DUFFO | ||||||||
| Ms. OLATZ URROZ GARCÍA |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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. 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 | |
| Mr. BERNAT GARRIGÓS CASTRO | Item |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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. MARIA DEL CARMEN GANET CIRERA | ||||||||||
| Ms. MERCEDES GRAU MONJO | ||||||||||
| Mr. BERNARDO CORBERA SERRA | ||||||||||
| Mr. ÓSCAR SERRA DUFFO | ||||||||||
| Mr. BERNAT GARRIGÓS CASTRO |
10/19
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA

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. OLATZ URROZ GARCÍA |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
CNMV
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 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
CNMV
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 | |
| 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 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
CNMV
CNMVO
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 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
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 FERNÁNDEZ | 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 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
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 URROZ GARCIA | 139 | 139 | 139 | ||||||||
| Mr. JOSE 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 GARRIGÓS CASTRO | 42 | 42 | 42 | ||||||||
| TOTAL | 4,676 | 3,690 | 29 | 130 | 8,526 | 8,526 |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
CNMV

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 | 1,965 | 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 URROZ GARCÍA | 139 | 82.89 | 76 | -- | -- | -- | -- | -- | -- |
| Mr. JOSÉ MANUEL VARGAS GÓMEZ | 131 | 0.77 | 130 | 0.00 | 130 | 4.00 | 125 | 11.61 | 112 |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
ANNUAL REPORT ON THE REMUNERATION OF DIRECTORS
FLUIDRA
CNMV

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 CIRERA | 65 | -- | -- | -- | -- | -- | -- | -- | -- |
| Ms. MERCEDES GRAU MONJO | 65 | -- | -- | -- | -- | -- | -- | -- | -- |
| Mr. BERNARDO CORBERA SERRA | 42 | -64.41 | 118 | 0.00 | 118 | 4.42 | 113 | 7.62 | 105 |
| Mr. ÓSCAR 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 Integrated Annual Report
Contents
2025 CONSOLIDATED MANAGEMENT REPORTS
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 Integrated Annual Report

2025 CONSOLIDATED ANNUAL ACCOUNTS
We turn water into a better world
FLUIDRA
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
FLUIDRA
CONTENTS
Consolidated Annual Accounts
CONSOLIDATED ANNUAL ACCOUNTS
- Consolidated Statements of Financial Position
- Consolidated Income Statements
- Consolidated Statements of Comprehensive Income
- Consolidated Statements of Changes in Equity
- Consolidated Cash Flow Statements
AUDITORS' REPORT
NOTES
- Nature, principal activities and companies comprising the Group
- Basis of presentation
- Significant accounting principles applied
- Segment reporting
- Business combinations and sales of Group companies
- Property, plant and equipment
- Investment property
- Goodwill and Other intangible assets
- Right-of-use assets
- Investments accounted for using the equity method
- Current and non-current financial assets
- Derivative financial instruments
- Inventories
- Trade and other receivables
-
Equity
-
Earnings / (losses) per share
- Provisions
- Bank borrowings and other marketable securities
- Trade and other payables
- Risk management policy
- Supplies and change in inventories of finished goods and work in progress
- Sales of goods and finished products
- Income from the rendering of services
- Personnel expenses
- Other operating expenses
- Finance income and costs
- Deferred taxes and income tax
- Related party balances and transactions
- Environmental information
- Other commitments and contingencies
- Auditors' and their Group companies' or related-parties' fees
- Information on late payment to suppliers
- Subsequent events
APPENDICES
APPENDIX I. Details of the corporate name and purpose of the subsidiaries, associates and joint ventures directly or indirectly owned
APPENDIX II. Details of segment results
APPENDIX III. Details of segment assets and liabilities
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| Assets | Notes | 31/12/2025 | 31/12/2024 (restated) |
|---|---|---|---|
| Property, plant, and equipment | 6 | 208,254 | 194,485 |
| Investment property | 7 | 6,501 | 5,775 |
| Goodwill | 8 | 1,268,546 | 1,343,985 |
| Other intangible assets | 8 | 738,105 | 870,510 |
| Right-of-use assets | 9 | 163,341 | 161,378 |
| Investments accounted for using the equity method | 10 | 85,774 | 819 |
| Non-current financial assets | 11 | 8,212 | 4,703 |
| Derivative financial instruments | 12 | 0 | 19,775 |
| Other receivables | 14 | 315 | 2,115 |
| Deferred tax assets | 27 | 106,526 | 112,495 |
| Total non-current assets | 2,585,574 | 2,716,040 | |
| Inventories | 13 | 437,169 | 466,258 |
| Trade and other receivables | 14 | 262,265 | 291,061 |
| Other current financial assets | 11 | 4,140 | 1,660 |
| Derivative financial instruments | 12 | 4,602 | 75 |
| Cash and cash equivalents | 15 & 18 | 120,654 | 162,213 |
| Total current assets | 828,830 | 921,267 | |
| Total assets | 3,414,404 | 3,637,307 | |
| Equity | |||
| Share capital | 192,129 | 192,129 | |
| Share premium | 1,148,591 | 1,148,591 | |
| Legal reserve | 39,125 | 39,125 | |
| Retained earnings and other reserves | 293,860 | 228,388 | |
| Treasury shares | (51,202) | (50,407) | |
| Other comprehensive income | (30,721) | 89,357 | |
| Equity attributable to equity holders of the parent | 15 | 1,591,782 | 1,647,183 |
| Non-controlling interests | 8,789 | 10,011 | |
| Total equity | 1,600,571 | 1,657,194 | |
| Liabilities | |||
| Bank borrowings and other marketable securities | 18 | 1,031,394 | 1,121,424 |
| Lease liabilities | 18 | 131,503 | 136,426 |
| Deferred tax liabilities | 27 | 172,572 | 194,643 |
| Provisions | 17 | 11,459 | 11,873 |
| Government grants | 74 | 97 | |
| Other non-current liabilities | 19 | 1,344 | 1,960 |
| Total non-current liabilities | 1,348,346 | 1,466,423 | |
| Bank borrowings and other marketable securities | 18 | 10,207 | 14,499 |
| Lease liabilities | 18 | 51,004 | 47,581 |
| Trade and other payables | 19 | 341,377 | 390,945 |
| Provisions | 17 | 62,817 | 60,588 |
| Derivative financial instruments | 12 | 82 | 77 |
| Total current liabilities | 465,487 | 513,690 | |
| Total liabilities | 1,813,833 | 1,980,113 | |
| Total equity and liabilities | 3,414,404 | 3,637,307 |
The accompanying notes are an integral part of the annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2025.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS 31 DECEMBER 2025 AND 2024
(Expressed in thousands of euros)
| Notes | 31/12/2025 | 31/12/2024 | |
|---|---|---|---|
| Operating income | |||
| Sales of goods and finished products | 22 | 2,183,709 | 2,101,599 |
| Income from the rendering of services | 23 | 37,376 | 34,803 |
| Work performed by the Group and capitalised as non-current assets | 27,118 | 24,140 | |
| Total operating income | 2,248,203 | 2,160,542 | |
| Operating expenses | |||
| Changes in inventories of finished goods and work in progress and raw material supplies | 21 | (947,351) | (912,069) |
| Personnel expenses | 24 | (430,832) | (418,245) |
| Depreciation and amortisation expenses and impairment losses | 6, 7, 8 & 9 | (163,119) | (161,132) |
| Other operating expenses | 25 | (401,797) | (409,283) |
| Total operating expenses | (1,943,099) | (1,900,729) | |
| Other gains and losses | |||
| Profit/(loss) from sales of fixed assets | 4,170 | (95) | |
| Total other gains and losses | 4,170 | (95) | |
| Operating profit | 309,274 | 259,718 | |
| Finance income / cost | |||
| Finance income | 4,694 | 3,835 | |
| Finance cost | (53,757) | (61,272) | |
| Right-of-use finance costs | (7,843) | (9,048) | |
| Exchange gains/(losses) | (9,521) | (145) | |
| Net financial result | 26 | (66,427) | (66,630) |
| Share in profit/(loss) for the year from investments accounted for using the equity method | 10 | 37 | 1 |
| Profit/(loss) before tax | 242,884 | 193,089 | |
| Income tax expense | 27 | (64,044) | (51,032) |
| Profit/(loss) after tax | 178,840 | 142,057 | |
| Profit/(loss) attributable to non-controlling interests | 2,814 | 3,989 | |
| Profit/(loss) attributable to equity holders of the parent | 176,026 | 138,068 | |
| Basic earnings/(losses) per share (in euros) | 16 | 0.92712 | 0.72731 |
| Diluted earnings/(losses) per share (in euros) | 16 | 0.92712 | 0.72731 |
The accompanying notes are an integral part of the annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2025.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED 2025 AND 2024
(Expressed in thousands of euros)
| Notes | 31/12/2025 | 31/12/2024 | |
|---|---|---|---|
| Profit/(loss) for the year | 178,840 | 142,057 | |
| Items that will be reclassified to profit or loss | |||
| Cash flow hedges | 12 | (14,960) | (12,736) |
| Actuarial gains and losses | 174 | (54) | |
| Exchange gains/(losses) on financial statements of foreign operations | (109,287) | 49,165 | |
| Tax effect | 3,317 | 3,304 | |
| Other comprehensive income for the year, net of tax | (120,756) | 39,679 | |
| Total comprehensive income for the year | 58,084 | 181,736 | |
| Total comprehensive income attributable to: | |||
| Equity holders of the parent | 55,802 | 177,673 | |
| Non-controlling interests | 2,282 | 4,063 | |
| 58,084 | 181,736 |
The accompanying notes are an integral part of the annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2025.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2025 Y 2024
(Expressed in thousands of euros)
Equity attributable to equity holders of the Parent
| Share Capital | Share premium | Legal reserve | Retained earnings | Treasury shares | Other comprehensive income | Total | Non-controlling interests | Total equity | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Translation differences | Other | |||||||||
| Balance at 1 January 2024 | 192,129 | 1,148,591 | 39,125 | 181,311 | (42,155) | 24,133 | 24,423 | 1,567,557 | 9,012 | 1,576,569 |
| Profit/(loss) for the year | — | — | — | 138,068 | — | — | — | 138,068 | 3,989 | 142,057 |
| Other comprehensive income | — | — | — | (1,196) | — | 50,287 | (9,486) | 39,605 | 74 | 39,679 |
| Total comprehensive income for the year | — | — | — | 136,872 | — | 50,287 | (9,486) | 177,673 | 4,063 | 181,736 |
| Disposal of entities | — | — | — | — | — | — | — | — | (25) | (25) |
| Change in ownership interest | — | — | — | — | — | — | — | — | (39) | (39) |
| Treasury shares | — | — | — | 8,603 | (8,252) | — | — | 351 | — | 351 |
| Equity-based payments | — | — | — | 5,610 | — | — | — | 5,610 | — | 5,610 |
| Adjustment for IAS 29 | — | — | — | 400 | — | — | — | 400 | 307 | 707 |
| Dividend | — | — | — | (104,408) | — | — | — | (104,408) | (3,307) | (107,715) |
| Balance at 31 December 2024 | 192,129 | 1,148,591 | 39,125 | 228,388 | (50,407) | 74,420 | 14,937 | 1,647,183 | 10,011 | 1,657,194 |
| Profit/(loss) for the year | — | — | — | 176,026 | — | — | — | 176,026 | 2,814 | 178,840 |
| Other comprehensive income | — | — | — | (146) | — | (108,609) | (11,469) | (120,224) | (532) | (120,756) |
| Total comprehensive income for the year | — | — | — | 175,880 | — | (108,609) | (11,469) | 55,802 | 2,282 | 58,084 |
| Capital increase | — | — | — | — | — | — | — | — | 274 | 274 |
| Treasury shares | — | — | — | 490 | (795) | — | — | (305) | — | (305) |
| Equity-based payments | — | — | — | 3,173 | — | — | — | 3,173 | — | 3,173 |
| Adjustment for IAS 29 | — | — | — | (165) | — | — | — | (165) | (144) | (309) |
| Dividend | — | — | — | (113,906) | — | — | — | (113,906) | (3,634) | (117,540) |
| Balance at 31 December 2025 | 192,129 | 1,148,591 | 39,125 | 293,860 | (51,202) | (34,189) | 3,468 | 1,591,782 | 8,789 | 1,600,571 |
The accompanying notes are an integral part of the annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2025.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
CONSOLIDATED STATEMENT 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 | 242,884 | 193,089 | |
| Adjustments due to: | |||
| Amortisation and depreciation | 6, 7, 8 & 9 | 161,323 | 160,910 |
| Adjustments due to impairment of receivables | 25 | (579) | (372) |
| Charge/(reversal) for impairment losses on assets | 6, 7, 8 & 9 | 1,796 | 222 |
| Charge/(reversal) for impairment losses on financial assets | 26 | 1,451 | 1,942 |
| Charge/(reversal) for losses on risks and expenses | 6,734 | 8,681 | |
| Charge/(reversal) for losses on inventories | 21 | (4,391) | (69) |
| Income from financial assets | 26 | (4,603) | (3,674) |
| Finance cost | 26 | 60,076 | 68,343 |
| Exchange (gains)/losses | 1,525 | 145 | |
| Share in (profit)/loss for the year of associates accounted for using the equity method | (37) | (1) | |
| (Profit)/loss on the sale of property, plant and equipment and other intangible assets | (4,283) | 38 | |
| (Profit)/loss on the sale of subsidiaries | 113 | 57 | |
| Government grants recognised in profit and loss | (29) | (40) | |
| Share-based payment expenses | 28 | 3,993 | 5,610 |
| (Profit)/loss on financial instruments at fair value through profit or loss | (18) | (126) | |
| Operating profit before changes in working capital | 465,955 | 434,755 | |
| Changes in working capital, excluding the effect of acquisitions and currency translation differences | |||
| Increase/(decrease) in trade and other receivables | (8,685) | 13,983 | |
| Increase/(decrease) in inventories | 13,337 | (33,934) | |
| Increase/(decrease) in trade and other payables | (26,706) | 59,066 | |
| Utilisation of provisions | (962) | (909) | |
| Cash from operating activities | 442,939 | 472,961 | |
| Interest paid | (58,309) | (66,428) | |
| Interest received | 4,603 | 3,674 | |
| Income tax paid | (46,632) | (99,605) | |
| Cash flows from operating activities | 342,601 | 310,602 | |
| Cash flows from investing activities | |||
| From the sale of property, plant and equipment | 7,430 | 2,262 | |
| From the sale of other intangible assets | 907 | 95 | |
| From the sale of financial assets | 2,843 | 16,198 | |
| Dividends received | 4 | 128 | |
| Proceeds from the sale of subsidiaries, net of drawn down cash | 5 | 25 | — |
| Acquisition of property, plant and equipment | (40,535) | (39,374) | |
| Acquisition of intangible assets | (30,564) | (33,734) | |
| Acquisition of other financial assets | (7,480) | (14,175) | |
| Payments for investments accounted for using the equity method | (85,396) | — | |
| Payments for acquisitions of subsidiaries, net of cash and cash equivalents | 5 | (26,963) | (3,062) |
| Payments for acquisitions of subsidiaries in prior years | (4,102) | (2,630) | |
| Cash flows from investing activities | (183,831) | (74,292) |
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
FLUIDRA
| Notes | 2025 | 2024 | |
|---|---|---|---|
| Cash flows from financing activities | |||
| Payments for repurchase of treasury shares | (107,956) | (108,868) | |
| Proceeds from the sale of treasury shares | 107,631 | 109,219 | |
| Proceeds from grants | 7 | 11 | |
| Payments from bank borrowings | (15,814) | (39,329) | |
| Payments from lease liabilities | (48,562) | (43,906) | |
| Dividends paid | (116,734) | (107,715) | |
| Cash flows from financing activities | (181,428) | (190,588) | |
| Net increase/(decrease) in cash and cash equivalents | (22,658) | 45,722 | |
| Cash and cash equivalents at 1 January | 162,213 | 112,880 | |
| Effect of currency translation differences on cash flows | (18,901) | 3,611 | |
| Cash and cash equivalents at 31 December | 120,654 | 162,213 |
The accompanying notes are an integral part of the annual accounts of Fluidra, S.A. and subsidiaries for the year ended 31 December 2025.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
AUDITOR'S REPORT
FLUIDRA
Audit Report on Consolidated Financial Statements issued by an Independent Auditor
FLUIDRA, S.A. AND SUBSIDIARIES
Consolidated Financial Statements and Consolidated Management Report for the year ended December 31, 2025
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2025 CONSOLIDATED ANNUAL ACCOUNTS
AUDITOR'S REPORT
FLUIDRA

Shape the future with confidence
Ernst & Young, S.L.
Torres Sarrià A
Avda. Sarrià, 102-106
08017 Barcelona
España
Tel: 933 663 700
Fax: 934 053 784
ey.com
AUDIT REPORT ON CONSOLIDATED 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 consolidated financial statements
Opinion
We have audited the consolidated financial statements of Fluidra, S.A. (the parent) and its subsidiaries (the Group), which comprise the consolidated balance sheet at December 31, 2025, the consolidated income statement, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, and the notes thereto, for the year then ended.
In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of consolidated equity and the consolidated financial position of the Group at December 31, 2025 and of its financial performance and its consolidated cash flows, for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union (IFRS-EU), and other provisions in the regulatory framework applicable in Spain.
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 consolidated financial statements section of our report.
We are independent of the Group in accordance with the ethical requirements, including those related to independence, that are relevant to our audit of the consolidated 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.
Domicilio Social: Calle de Raimundo Fernández Villaverde, 65, 28003 Madrid - Inscrita en el Registro Mercantil de Madrid, tomo 9.364 general, B.120 de la sección 3ª del Libro de Sociedades, folio 68, hoja nº 87.890-1. Incorporada 1ª, C.I.F. B-78970506.
A member firm of Ernst & Young Global Limited.
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AUDITOR'S REPORT
FLUIDRA

2
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our audit opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of goodwill and other intangible assets
Description
At December 31, 2025 the Group shows goodwill and other intangible assets amounting to 1,269 and 738 million euros, respectively. At least annually, Group Management estimates the recoverable amount of each significant Cash Generating Unit (CGU) to which these assets are allocated. The purpose of this analysis is to conclude about the need to record an impairment loss on goodwill or any other intangible asset. The analysis requires Group Management to make estimates, which entails the use of judgments in the determination of the assumptions considered. Impairment tests are performed using the discounted cash flow method based on a risk-free rate.
We have considered this area a key audit matter since the analyses performed by Group Management require them to make complex estimates and judgments regarding the future results of the CGUs to which the aforementioned assets belong.
The description of the balance, movements and methodology and main assumptions used in the recoverability analysis performed on the CGUs to which the aforementioned goodwill have been allocated, as well as the information on other intangible assets, are described in Notes 3.d) and 8 to the accompanying consolidated financial statements.
Our response
Our audit procedures for this area consisted, among others, in:
- Understanding the processes established by Group Management in the determination of the impairment of goodwill and other intangible assets, including the assessment of the design and implementation of relevant controls.
- Reviewing, in collaboration with our valuation experts, the reasonableness of the method used by Group Management in the projection of the discounted cash flows of each CGU, covering, specifically, the discount rate used and the long-term growth rate.
- Reviewing the financial information projected in the business plan for each CGU by analyzing the historical financial and budget information, the current market conditions, and the forecasts about their potential evolution and public information provided by other sector companies.
- Reviewing the disclosures included in the notes to the consolidated financial statements required by the applicable regulatory framework for financial information.
A member firm of Ernst & Young Global Limited.
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2025 CONSOLIDATED ANNUAL ACCOUNTS
AUDITOR'S REPORT
FLUIDRA
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Measurement of trade and other receivables
Description
At December 31, 2025 the Group has recorded trade and other receivables, net of impairment losses, amounting to 262 million euros.
As mentioned in Note 3. i) d) to the accompanying consolidated financial statements, Group Management recognizes expected credit losses since the initial recognition of receivable balances, calculating the bad debt risk matrix to obtain the historical impairment rate of customers and adjusting this rate based on budgeted future collection days in order to obtain the measurement of expected credit losses.
We have considered this area a key audit matter as the determination of the recoverable amount of accounts receivable requires Group Management to make complex estimates, which entails making judgments for establishing the assumptions considered by Group Management regarding these estimates, as well as due to the relevance of the amounts involved.
The information regarding the measurement standards applied and related disclosures is presented in Notes 3. i) d) and 14 to the accompanying consolidated financial statements
Our response
Our audit procedures for this area consisted, among others, in:
- Understanding the processes established by Group Management in the determination of the correct measurement of trade and other receivables, including the assessment of the design and implementation of relevant controls.
- Comparing Group Management's estimates with historical collection trends.
- Analyzing the bad debt risk matrix prepared by Group Management for calculating expected credit losses.
- Conducting an analysis of ratios over Group Management's estimate of bad debts.
- Recalculating the provision for bad debts based on subsequent events (collections from customers, etc.) and the analysis of the economic situation of the debtor.
- Reviewing the disclosures included in the notes to the consolidated financial statements required by the applicable regulatory framework for financial information.
A member firm of Ernst & Young Global Limited.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
AUDITOR'S REPORT
FLUIDRA

Measurement of Inventory
Description
At December 31, 2025 the Group has inventory for a recorded amount, net of impairment losses, of 437 million euros, as indicated in Note 13. The several types of inventory are located at different warehouses and factories that the Group has in both Spain and abroad. As indicated in Note 3.k) to the accompanying consolidated financial statements, the Group measures inventories at cost and if their net realizable value becomes lower than acquisition cost the corresponding impairment loss is recorded as an expense in the income statement. Given the significance of these balances to the consolidated financial statements taken as a whole, and the subjectivity involved in estimating the net realizable value of inventories, 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 Group Management in the measurement inventory, including the assessment of the design and implementation of relevant controls. For this purpose, we have engaged our IT experts to understand the computer process, including the assessment of the design and implementation, as well as the operating effectiveness, of general and application controls of the software program used to determine the provision for obsolescence recorded by the Group.
- Performing a test of detail, by means of a sample, of the historical cost, actual margins and net realizable value of obsolete inventory. Historical costs were tested using samples, by checking the acquisition cost against the original purchase invoice, and actual margin and net realizable amount were tested using samples by checking them against original sale invoices.
- Assessing whether any inventories were sold at a negative margin, by analyzing the last invoices of sales carried out subsequent to year end and up to the date we completed our work.
- Analyzing stock turnover to validate the estimates of obsolete inventories made by Group Management.
- Reviewing the disclosures included in the notes to the consolidated financial statements required by the applicable regulatory framework for financial information.
Other information: consolidated management report
Other information refers exclusively to the 2025 consolidated management report, the preparation of which is the responsibility of the parent company's directors and is not an integral part of the consolidated financial statements.
A member firm of Ernst & Young Global Limited.
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2025 CONSOLIDATED ANNUAL ACCOUNTS
AUDITOR'S REPORT
FLUIDRA

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5
Our audit opinion on the consolidated financial statements does not cover the consolidated management report. Our responsibility for the consolidated management report, in conformity with prevailing audit regulations in Spain, entails:
a. Checking only that the consolidated 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 consolidated management report with the consolidated financial statements, based on the knowledge of the Group obtained during the audit, in addition to evaluating and reporting on whether the content and presentation of this part of the consolidated 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 consolidated management report is consistent with that provided in the 2025 consolidated financial statements and its content and presentation are in conformity with applicable regulations.
Responsibilities of the parent company’s directors and the audit committee for the consolidated financial statements
The directors of the parent company are responsible for the preparation of the accompanying consolidated financial statements so that they give a true and fair view of the equity, financial position and results of the Group, in accordance with IFRS-EU, and other provisions in the regulatory framework applicable to the Group in Spain, and for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors of the parent company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless said directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The audit committee is responsible for overseeing the Group's financial reporting process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements.
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AUDITOR'S REPORT
FLUIDRA

Shape the future with confidence
6
As part of an audit in accordance with prevailing audit regulations in Spain, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated 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 Group'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 directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated 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 Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee of the parent 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 parent 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 threads or safeguards applied.
From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated 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.
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AUDITOR'S REPORT
FLUIDRA

7
Report on other legal and regulatory requirements
European single electronic format
We have examined the digital files of the European single electronic format (ESEF) of Fluidra, S.A. and subsidiaries for the 2025 financial year, which include the XHTML file containing the consolidated financial statements for the year, and the XBRL files as labeled by the entity, 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 and mark-up 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 files prepared by the directors of the parent 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 consolidated financial statements included in the aforementioned digital files correspond in their entirety to those of the consolidated financial statements that we have audited, and whether the consolidated financial statements and the aforementioned files have been formatted and marked up, in all material respects, in accordance with the ESEF Regulation.
In our opinion, the digital files examined correspond in their entirety to the audited consolidated financial statements, which are presented and have been marked up, 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.
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NOTES
FLUIDRA
1. NATURE, PRINCIPAL ACTIVITIES AND COMPANIES COMPRISING THE GROUP
Fluidra, S.A. (hereinafter the Company) was incorporated as a limited liability Company 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 no. 69, 08174 Sant Cugat del Vallès, Barcelona, Spain).
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 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. Group companies have been consolidated using their financial statements or their annual accounts prepared/ approved for issue by the corresponding managing bodies and boards of directors.
Share capital is represented by 192,129,070 ordinary shares with a par value of € 1 each, fully subscribed and paid up.
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
2. BASIS OF PRESENTATION
The consolidated annual accounts have been prepared from the accounting records of Fluidra, S.A. and the entities included in the Group using the going concern principle. The 2025 annual accounts have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and other financial reporting framework provisions in order to present fairly the consolidated equity and consolidated financial position of Fluidra, S.A. and its subsidiaries at 31 December 2025 and its consolidated financial results, consolidated cash flows and changes in consolidated equity for the year then ended.
a) BASIS OF PRESENTATION OF THE CONSOLIDATED ANNUAL ACCOUNTS
These annual accounts have been prepared on a historical cost basis, except for derivative financial instruments and financial instruments at fair value through profit or loss.
b) COMPARATIVE INFORMATION
For comparative purposes, the consolidated annual accounts include the 2025 consolidated figures in addition to those for the prior year for each item of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the notes thereto, which were part of the 2024 consolidated annual accounts, approved by shareholders at their general meeting held on 7 May 2025.
At 31 December 2025, the business combination comprising Dini & Lulio, LdA, Ecohídrica, Tecnologias da Agua LdA, Kreative Techk, LDA, and NCWG, Sistemas de Gestão de Água, LDA (jointly, the NCWG group) has been recorded as final and the previous periods have been restated in line with IFRS 3. The main impacts of this restatement are as follows:
| 31/12/2024 audited | IFRS 3 | 31/12/2024 restated | |
|---|---|---|---|
| Goodwill | 1,344,833 | (848) | 1,343,985 |
| Other intangible assets | 869,575 | 935 | 870,510 |
| Total non-current assets | 2,715,953 | 87 | 2,716,040 |
| Inventories | 466,117 | 141 | 466,258 |
| Total current assets | 921,126 | 141 | 921,267 |
| Total assets | 3,637,079 | 228 | 3,637,307 |
| Deferred tax liabilities | 194,415 | 228 | 194,643 |
| Total non-current liabilities | 1,466,195 | 228 | 1,466,423 |
| Total liabilities | 1,979,885 | 228 | 1,980,113 |
| Total equity and liabilities | 3,637,079 | 228 | 3,637,307 |
The Group's accounting policies described in note 3 have been consistently applied to the year ended 31 December 2025 and the accompanying comparative information at 31 December 2024.
All significant mandatory accounting principles have been applied.
The Parent's directors expect these 2025 consolidated annual accounts, which were authorised for issue on 24 March 2026, to be approved by shareholders at their general meeting without modification.
c) SIGNIFICANT ACCOUNTING ESTIMATES AND KEY ASSUMPTIONS AND JUDGEMENTS WHEN APPLYING ACCOUNTING POLICIES
When preparing the consolidated annual accounts in accordance with IFRS-EU, Group Management is required to make judgements, estimates and assumptions affecting the adoption of the standards and the amounts of assets, liabilities, income and expenses. The estimates and assumptions adopted are based on historical experience and various other factors understood to be reasonable under the existing circumstances.
In the Group's 2025 consolidated annual accounts, estimates were occasionally made in order to quantify certain assets, liabilities, income, expenses and commitments reported therein. These relevant accounting estimates and assumptions mainly relate to:
- The useful life and fair value of the customer portfolio and other intangible assets (see note 8).
- The assumptions used to calculate the fair value/value in use of the Cash-Generating Units (CGUs) for the purpose of evaluating potential impairment of goodwill and other assets (see note 8).
- Assessment of technical and commercial feasibility of development projects in progress (see notes 3 d) ii) and 8).
- Estimate of expected credit losses from receivables and obsolete inventory (see notes 3 i), 3 k), 13 and 14).
- The fair value of financial instruments and of certain unquoted assets (see notes 11 and 12).
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2025 CONSOLIDATED ANNUAL ACCOUNTS
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- Assumptions used to calculate the fair value of assets, liabilities and contingent liabilities related to business combinations and/or asset purchases (see notes 3 a) i) and 19). Liabilities for contingent considerations correspond to level 3 of the fair value hierarchy in accordance with IFRS 13.
- The fair value of the commitment to the Company's management team to acquire an ownership interest in the Company's share capital (see notes 3 g) and 28).
Estimates and judgements related to provisions for litigation (see notes 3 p) and 17). - Assessment of the recoverability of tax credits, including prior years' tax losses and rights to deduction. Deferred tax assets are recognised if future tax profit is available against which temporary differences can be charged, based on management's assumptions about the amount of and payment schedules of future tax profit. Additionally, in the case of deferred tax assets related to investments in Group companies, their capitalisation takes into account whether they will be reversed in the foreseeable future (see notes 3 s) and 27).
Although these estimates are made on the basis of the best information available on the events analysed at 31 December 2025 and 2024 events may occur in the future which require adjusting these estimates (upwards or downwards) in future reporting periods. Any effect on the consolidated annual accounts of adjustments made in future reporting periods is recognised prospectively.
Additionally, the main judgements made by the Company's management in identifying and selecting the criteria applied in the measurement and classification of the main items presented in the consolidated annual accounts are as follows:
- Reasons supporting the transfer of risks and rewards in leases and in the recognition of disposals of financial assets and liabilities (see note 3 h).
- Reasons supporting the classification of assets as investment property (see notes 3 e) and 7).
- Assessment criteria for impairment of financial assets (see notes 3 i) d) and 11).
- Judgements made to calculate the lease terms of agreements that can be renewed (see note 3 f) iv).
- Reasons supporting the capitalisation of development projects (see notes 3 d) ii) and 8).
d) CHANGES TO IFRS-EU STANDARDS IN 2025
The accounting standards used to prepare these consolidated annual accounts are the same as those used to prepare the consolidated annual accounts for the year ended 31 December 2024, except for the new standards and any amendments that are applicable as of 1 January 2025, the main ones being as follows:
- Standards and interpretations approved by the European Union applied for the first time in 2025.
- Lack of exchangeability (Amendments to IAS 21)
None of the standards, interpretations or amendments to the standards that are applicable for the first time this year have had a significant impact on the Group's accounting policies.
The Group adopts the standards, interpretations and amendments to the standards issued by the IASB when they come into force, if applicable.
e) FINANCIAL REPORTING IN HYPERINFLATIONARY ECONOMIES
In recent years, the Turkish economy has seen high rates of inflation. In particular, as at 31 December 2025 the TSI (Turkish Statistical Institute) reported three-year cumulative inflation of 211% (three-year cumulative inflation of 291% at 31 December 2024).
As a result, the Group has considered the Turkish economy as hyperinflationary in 2025 and 2024 and has applied IAS 29 (Financial Reporting in Hyperinflationary Economies) to companies whose functional currency is the Turkish lira.
The main impacts on the Group's consolidated financial statements for the years ended 31 December 2025 and 2024 of the aforementioned issues are as follows:
| Thousands of euros | 2025 | 2024 |
|---|---|---|
| Consolidated profit/(loss) after tax | 222 | (706) |
| Non-current assets | 139 | 106 |
| Current assets | 978 | 1.079 |
| Equity | 895 | 1.891 |
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3. SIGNIFICANT ACCOUNTING PRINCIPLES APPLIED
The most significant principles are summarised as follows:
a) CONSOLIDATION PRINCIPLES
i) Subsidiaries and business combinations
Subsidiaries are companies, including structured entities, over which the Company holds direct or indirect control through subsidiaries.
The Company holds control over a subsidiary when it is exposed to, or has the right to receive, variable yield as a result of its involvement in it, and has the capacity to influence such yield through the power it exercises over the subsidiary. The Company is authorised to direct the relevant activities when valid substantive rights are held. The Company is exposed to, or has the right to receive, variable yield as a result of its involvement in the subsidiary when the yield it obtains from such involvement may vary based on the economic performance of the entity (IFRS 10.6, 10 and 15).
The subsidiaries' income, expenses and cash flows are included in the consolidated annual accounts from the acquisition date, i.e., the date on which the Group obtains effective control over them. Subsidiaries are no longer consolidated from the date on which such control is relinquished.
The Group applied the exception contemplated in IFRS 1 First-time adoption of International Financial Reporting Standards so that only business combinations undertaken after 1 January 2005, the IFRS-EU transition date, have been accounted for using the acquisition method. Acquisitions completed prior to the transition date were accounted for in accordance with the then-prevailing accounting principles, corrected and adjusted as required as of the transition date.
Business combinations
The consideration transferred in the business combination is determined at the acquisition date and calculated as the sum of the fair values of the assets transferred, the liabilities incurred or assumed, the equity instruments issued and any contingent consideration depending on future events or compliance with certain conditions in exchange for the control of the business acquired.
The consideration transferred excludes any amounts that do not form part of the exchange for the acquiree. Acquisition-related costs are recognised as incurred.
At the acquisition date, the Group recognises any assets acquired and liabilities assumed at their fair value. The liabilities assumed include contingent liabilities to the extent that they represent present obligations that arise as a result of past events and their fair value can be reliably measured.
The excess over the consideration transferred, plus any non-controlling interest in the acquiree and the net amount of assets acquired and liabilities assumed, is recognised as goodwill. Any shortfall after assessing the amount of consideration transferred, the value assigned to non-controlling interests and the identification and measurement of the net assets acquired, is recognised in profit or loss.
Contingent consideration is classified as a financial asset or liability, equity instrument or provision in accordance with the underlying contractual conditions. To the extent that subsequent changes in fair value of a financial asset or liability are not due to an adjustment to the measurement period, they are recorded in consolidated profit or loss. The contingent consideration classified as equity is not subsequently updated, and its settlement is likewise recognised in equity. The contingent consideration classified as a provision is subsequently recognised at fair value through profit or loss.
Inter-company transactions, balances and unrealised gains and losses on transactions between group companies have been eliminated on consolidation. If any, unrealised losses on the transfer of assets between group companies have been deemed an indication of the potential impairment of the assets transferred.
The subsidiaries' accounting policies have been aligned with those used by the Group for like transactions and events in similar circumstances.
The financial statements of the subsidiaries used in the consolidation process refer to the same presentation date and reporting period as those of the Parent.
ii) Non-controlling interests
Non-controlling interests in a subsidiary are recorded at the percentage of the ownership held in the fair value of the net identifiable assets acquired, and are presented in equity separately from the equity attributed to the equity holders of the Parent. Non-controlling interests in consolidated profit/(loss) and consolidated total comprehensive income for the year are likewise presented separately in the consolidated income statement and the consolidated statement of comprehensive income, respectively.
The Group's share and the share of non-controlling interests in consolidated profit/(loss) for the year (consolidated total comprehensive income for the year) and in changes in equity of the subsidiaries, net of adjustments and eliminations on
2025 Integrated Annual Report
consolidation, are determined based on the ownership interest held at year end, excluding the possible exercise or conversion of potential voting rights and after discounting the effect of agreed or non‐agreed dividends on cumulative preference shares that may have been classified in the equity accounts. However, the existence or absence of control is determined considering the possible exercise of potential voting rights and other derivative financial instruments which, in substance, currently grant access to the economic benefits associated with the ownership interest, that is, the right to receive future dividends and changes in the value of subsidiaries.
Surplus losses attributable to non‐controlling interests generated prior to 1 January 2010 that cannot be allocated to such interests, as they exceed the amount of the equity interest in the related subsidiary, are recognised as a reduction in equity attributable to owners of the parent, unless the non‐controlling interests have a binding obligation to assume some or all of such losses and have the capacity to make any additional investments necessary. Any profits obtained subsequently by the Group are then allocated to equity attributable to owners of the parent until the amount of losses absorbed in prior reporting periods in respect of non‐controlling interests has been replenished.
From 1 January 2010, the results and each component of other comprehensive income are allocated to equity attributable to owners of the Parent and to the non‐controlling interests in proportion to their respective ownership interests, even if this implies a negative non‐controlling interests balance. Agreements entered into between the Group and non‐controlling interests are recognised as a separate transaction.
Transactions with non‐controlling interests
The increase or decrease in non‐controlling interest of a subsidiary with no loss of control is recognised as a transaction with equity instruments. Therefore, no new acquisition cost arises as a result of an increase, nor any gain or loss is recognised from a decrease, but the difference between the consideration paid or received and the carrying amount of non‐controlling interest is recognised in the investing company's reserve, without prejudice to reclassifying the consolidation reserves and reallocating the other comprehensive income between the Group and the non‐controlling interest. In a decrease in the Group's ownership interest in a subsidiary, non‐controlling interest is recorded for its share in consolidated net assets.
Put options granted
The Group recognises put options on ownership interest in subsidiaries granted to non‐controlling interest at the date of acquisition of a business combination as an advance acquisition of such interest, recording a financial liability for the present value of the best estimate of the amount payable, which is part of consideration paid.
Subsequently, the change in the financial liability is recognised as a finance cost or income in profit or loss. Discretionary dividends, if any, paid to non‐controlling interests up to the date the options are exercised, are recognised as a distribution of earnings, reflecting this amount as an increase in profits attributable to non‐controlling interests. In the event that dividends are predetermined or incorporated into the measurement of the financial liability, settlement is discounted from the financial liability's carrying amount.
If finally, the options are not exercised, the transaction is recognised as a sale of shares to non‐controlling interests.
Associates
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 an entity but no control or joint control over the entity is held.
Investments in associates are recorded using the equity accounting method from the date significant influence is exercised until the date on which the Company can no longer prove this influence exists.
The acquisition of associates is recorded by applying the acquisition method used for subsidiaries. Goodwill, net of accumulated impairment losses, is included in the carrying amount of the investment accounted for using the equity method.
Impairment
The Group applies the impairment criteria contained in IFRS 9: Financial Instruments, so as to determine whether it is necessary to recognise any additional impairment loss with respect to the net investment in the associate or in any other financial asset held with it as a result of applying the equity method.
FOREIGN CURRENCY
Functional and presentation currency
The consolidated annual accounts are presented in thousands of euros rounded off to the nearest thousand. The euro is the Parent company's functional and presentation currency.
Transactions and balances in foreign currency
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing between the functional currency and the foreign currency at the transaction dates. Monetary assets and liabilities in foreign currency are translated to the functional currency at the closing exchange rate, while non‐monetary items measured at historical cost are translated at the exchange rate prevailing at the transaction date. Exchange gains and losses arising on the settlement of foreign currency transactions and on the translation into euros at the closing exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
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In the presentation of the consolidated statement of cash flows, cash flows from transactions in foreign currencies are translated into euros applying the exchange rates approximate to those existing at the date the cash flows occurred. The impact of fluctuations in exchange rates 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 gains/(losses) on cash".
The Group presents the effect of the conversion of deferred tax assets and liabilities denominated in foreign currency together with the deferred income tax in profit or loss.
iii) Translation of foreign operations
The translation into euros of foreign operations whose functional currency is not the currency of a hyperinflationary country is made using the following criteria:
- Assets and liabilities, including any goodwill and any adjustments to the net assets arising on the acquisition of foreign operations, including comparative balances, are translated at the closing exchange rate at the balance sheet date.
- Income and expenses, including comparative balances, are translated at the exchange rate prevailing at the date of each transaction.
- All exchange gains or losses derived from applying the above-mentioned criteria are recognised as translation differences in other comprehensive income.
In the presentation of the consolidated statement of cash flows, cash flows, including comparative balances, from the foreign subsidiaries are translated into euros applying the exchange rates prevailing at the date the cash flows occurred.
Translation differences related to foreign operations recognised in other comprehensive income are recorded jointly under one line in profit or loss and when recognition in profit or loss related to the disposal of such operations occurs.
c) PROPERTY, PLANT AND EQUIPMENT
i) Assets for own use
Property, plant and equipment are measured at acquisition cost less any accumulated depreciation and any impairment losses. The cost of property, plant and equipment built by the Group is determined following the same criteria as those used for acquired property, plant and equipment, considering also the principles established for the production cost of inventories. The capitalisation of production cost is recognised under Work performed by the Group and capitalised as non-current assets in the consolidated income statement.
The cost of property, plant and equipment includes the acquisition price less any trade discounts or rebates plus any cost directly related to its location on the place and under the conditions necessary for it to operate as expected by the directors and, where appropriate, the initial estimate of
dismantling or disposal costs, as well as the restoration of the land it is located on, provided that these obligations are assumed as a result of its use and for purposes other than the production of inventories.
The Group records separately the items of a complex asset whose useful lives are different from the main asset's.
ii) Investments in rented premises
The Group recognises permanent investments in properties leased from third parties following the same criteria as the ones used for property, plant and equipment items. These investments are depreciated over the shorter of the useful life of the asset or over the lease term. To this effect, the determination of the lease term is consistent with that established for its classification. In the event that the full-term execution of the lease agreement is uncertain, a provision is recorded for the estimated carrying amount of irrecoverable investments. Likewise, the cost of these investments includes the estimated costs of dismantling and disposing of the assets and restoring the land they are located on that the Group shall pay at the end of the agreement; thus, a provision is recorded for the present value of the estimated cost that is expected to be incurred.
iii) Costs subsequently incurred
The Group recognises as an increase in the cost of the assets, the replacement cost of an asset's items when incurred, provided that it is probable that additional future economic benefits will be obtained from the asset and that the cost can be measured reliably. Other costs, including repair and maintenance expenses on property, plant and equipment items are charged to profit or loss in the period incurred.
iv) Depreciation
Property, plant and equipment items are depreciated by allocating their depreciable amount, which is the acquisition cost less residual value, on a straight-line basis over their useful lives. Depreciation is determined separately for each portion of a property, plant and equipment item that has a significant cost in relation to the total cost of the item.
Land is not depreciated. The depreciation of property, plant and equipment items is determined as follows:
Estimated years of useful life
| Buildings | 33-45 |
|---|---|
| Technical installations and machinery | 3-10 |
| Other installations, equipment and furniture | 3-10 |
| IT equipment | 2-5 |
| Vehicles | 3-8 |
| Other property, plant and equipment | 4-10 |
At each year end, the Group reviews the residual value, useful life and depreciation method of property, plant and equipment items. Any changes to initially established criteria are accounted for as a change in accounting estimates..
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v) Impairment
The Group measures and determines impairment losses on property, plant and equipment and any reversals thereof in accordance with the criteria described in note 3 g).
d) INTANGIBLE ASSETS
i) Goodwill
Goodwill is determined following the criteria indicated in note 3 a) i) Subsidiaries and business combinations.
Goodwill is not amortised but it is tested for impairment at least once a year, or more frequently if an event is identified that could give rise to a potential impairment loss on the asset. Goodwill arising in business combinations is allocated to each cash-generating unit (CGU) or group of CGUs that are expected to benefit from the synergies of the combination, applying the criteria outlined in note 3 g). After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Internally generated goodwill is not recognised as an asset.
ii) Internally generated intangible asset
Costs related to research activities are recognised as an expense when incurred. The costs related to development activities of certain products are capitalized to the extent that:
- The Group has technical studies available that support the feasibility of the production process.
- The Group is committed to completing production of the asset so that it is available for sale.
- The asset will generate enough economic profit through future sales in the markets in which the Group operates.
- The Group has the technical and financial (or other) resources necessary to complete the asset and has developed budget control systems and analytical accounting systems to monitor budgeted costs, modifications made and costs actually incurred in the projects.
The cost of the assets generated internally by the Group is determined following the same criteria as for determining the production cost of inventories. The production cost is capitalised through the payment of the costs attributable to the asset in the Work performed by the Group and capitalised as non-current assets caption in the consolidated income statement.
Additionally, the costs incurred in the performance of activities that contribute to developing the value of the businesses in which the Group operates as a whole are recorded as expenses when incurred.
Also, replacements or subsequent costs incurred on intangible assets are generally recorded as expenses, unless they increase the future economic benefits expected from the assets.
iii) Intangible assets acquired in business combinations
Since 1 January 2005, identifiable intangible assets acquired in business combinations have been measured at fair value at acquisition date, provided that fair value can be determined reliably. Subsequent costs related to research and development projects are recorded following the criteria used for internally generated intangible assets.
Customer portfolios acquired mainly include the value of the relationship existing between the corresponding company and their customers, which has arisen as a result of a contract and, therefore, are identified as intangible assets in accordance with a contractual and legal criterion. Additionally, the patents acquired include the value of the technologies for manufacturing certain products, and which arose as a result of a contract. They have been measured at market value using generally accepted measurement methods based on discounted cash flows. Additionally, finite useful lives have been calculated based on historical evidence of the renewal of the continuing relationship with these customers and based on the residual period for the right to use the patents, considering expected technical obsolescence.
iv) Other intangible assets
Other intangible assets are presented in the consolidated statement of financial position at cost, less any accumulated amortisation and any impairment losses.
v) Useful life and amortisation
The Group 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 the period over which it will generate net cash inflows has no foreseeable limit.
Intangible assets with indefinite useful lives are not amortised, but tested for impairment.
Intangible assets with finite useful lives are amortised by allocating the amortisable amount over their useful lives using the following criteria:
| Amortisation method | Estimated years of useful life | |
|---|---|---|
| Development costs | Straight-line basis | 3-15 |
| Industrial property and patents | Straight-line basis | 5-8 |
| Computer software | Straight-line basis | 3-5 |
| Relations with customers | Declining-balance method | 3-30 |
| Other intangible assets | Declining-balance method / Straight-line basis | 5-8 |
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To this end, the amortisable amount is understood as acquisition cost less residual value.
The Group 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.
impairment of assets
The Group measures and determines impairment losses on intangible assets and any reversals thereof in accordance with the criteria described in note 3 g).
INVESTMENT PROPERTY
Investment property is property fully or partially held for obtaining income, gains or both rather than for producing or providing goods or services. Investment property is initially measured at cost, including transaction costs.
Investment property is subsequently measured following the cost criteria established for property, plant and equipment. Depreciation methods and useful lives are presented in that section.
RIGHT‐OF‐USE ASSETS AND LEASE LIABILITIES
Rights‐of‐use
The Group recognises the right‐of‐use at the start of a lease. That is, the date on which the underlying asset is available for use. Right‐of‐use is measured at cost, less accumulated amortisation and impairment losses, and is adjusted for any changes in the measurement of the associated lease liabilities. The initial cost of the right‐of‐use includes the recognised lease liabilities, initial direct costs and lease payments made before the start of the lease. Incentives received are deducted from the initial cost. Unless the Group is reasonably certain that it will obtain ownership of the leased asset at the end of the lease term, the right‐of‐use is amortised on a straight‐line basis over the shorter of the estimated useful life and the lease term. Right‐of‐use is subject to impairment analysis.
Lease liabilities
At the start of the lease, the Group recognises the lease liabilities at the present value of the lease payments to be made during the lease term. Lease payments include fixed payments (including in‐substance fixed payments) less lease incentives, variable payments depending on an index or rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option if the Group is reasonably certain of exercising this option and lease termination penalty payments if the term of the lease reflects the Group's exercising of the option to terminate the lease. Variable lease payments that are not linked to an index or rate are recognised as an expense in the period in which the event or condition that triggers the payment arises.
When calculating the present value of lease payments, the Group uses the incremental interest rate at the lease start date if the interest rate implicit in the lease cannot be easily determined. After the start date, the lease liability amount is increased to reflect the accrual of interest and reduced by the lease payments made. In addition, the lease liability is re‐measured if an amendment is made, the lease term is changed, the in‐substance fixed lease payments are changed or the assessment for purchasing the underlying asset is changed. The liability also increases if there is a change in future lease payments arising from a change in the index or rate used to calculate these payments
The incremental financing rate used by the Group is differentiated by the homogeneous portfolio of leases, country and lease term. The weighted average of the incremental interest rate in the year ended 31 December 2025 is 4.42% (4.50% in 2024).
Short‐term and low value leases
The Group applies the current lease recognition exemption to its machinery and equipment leases with a lease team of 12 months or less from the start date and which have no purchase option. It also applies the low‐value asset recognition exemption to office equipment leases that are considered low‐value. Lease payments under short‐term and low‐value leases are recognised on a straight‐line basis over the term of the lease.
Judgements made to calculate the lease terms of contracts with renewal options
The Group calculates the lease term as the non‐cancellable period, plus the optional extension periods, if there is reasonable certainty that this option will be exercised. It has been estimated that all optional extensions will be exercised for most leases. Periods covered by the option to terminate the lease early are also included, if there is reasonable certainty that this option will not be exercised.
IMPAIRMENT OF NON‐FINANCIAL ASSETS
The Group assesses whether there are indications that depreciable or amortisable non‐financial assets may be impaired, including entities accounted for using the equity method, in order to determine if the carrying amount of said assets exceeds their recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in use. 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.
Negative differences arising as a result of comparing the carrying amounts of the assets with their recoverable amounts are recorded in profit or loss.
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.
Impairment losses on CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to reduce the carrying amount of the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit up to the highest of its fair value less costs to sell, its value in use and zero.
The Group assesses at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. Impairment losses on goodwill may not be reversed. Impairment losses on assets other than goodwill are reversed if, and only if, there has been a change in the estimates used to calculate the asset's recoverable amount.
Any reversals of impairment losses are charged to income. 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.
The reversal of an impairment loss on a CGU is allocated between the assets of the unit, except for goodwill, pro rata on the basis of the carrying amount of the assets down to the lowest of their recoverable amount and carrying amount that would have been determined, net of depreciation and amortisation, had no impairment loss been recognised for the asset.
FINANCE LEASES
At the commencement of the lease term, the Group recognises an asset and liability at the lower of the fair value of the leased property and the present value of the minimum lease payments. Initial direct costs are added to the asset's carrying amount. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. Finance costs are recognised in the consolidated income statement using the effective interest rate method. Contingent rents are recognised as an expense when it is probable that they will be incurred.
The accounting policies applied to the assets used by the Group under lease agreements that qualify as finance leases are the same as those outlined in note 3 f).
FINANCIAL ASSETS
The Group classifies its financial assets in the following measurement categories:Those measured subsequently at fair value (through other comprehensive income or profit or loss), andThose measured at amortised cost.
The classification depends on the business model of the entity to manage the financial assets and contractual terms of the cash flows.
For assets measured at fair value, profit and loss is recognised in income or other comprehensive income. For investments in equity instruments held for trading, it will depend on whether the Group has made an irrevocable choice upon initial recognition to recognise investments in equity at fair value through other comprehensive income.
The Group only reclassifies debt investments when the business model used to manage these assets changes.
Upon initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not carried at fair value through profit or loss, transaction costs directly attributable to the acquisition of the financial asset. The transaction costs of financial assets at fair value through profit or loss are taken to income.
Financial assets with embedded derivatives are recognised in full since their cash flows are deemed to comprise solely the payment of the principal and interest.
Debt instruments
The subsequent measurement of the debt instruments depends on the Group's asset management business model and the nature of the cash flows on the asset. There are three measurement categories into which the Group classifies its debt instruments:Amortised cost: assets held for collection of contractual cash flows when these cash flows only represent payments of principal and interest are measured at amortised cost. Income on these financial assets is included in finance income according to the effective interest rate method. Losses arising as a result of disposals are expensed directly. Impairment losses and the value are recorded in separate income statement captions.Fair value through other comprehensive income (FVOCI): assets that are held for both collecting contractual cash flows and for selling the financial assets, when the cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Changes in the carrying amount are taken to other comprehensive income, except for recognition of impairment gains and losses, ordinary interest income and exchange gains or losses, which are recognised in the income statement. When financial assets are written off, the accumulated gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss and recognised in other gains/(losses). Income on these financial assets is included in finance income according to the effective interest rate method. Exchange gains and losses are taken to other gains/(losses) and impairment expenses are recorded in a separate income statement caption.
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- Fair value through profit or loss (FVTPL): assets that do not meet the amortised cost or fair value through other comprehensive income criteria are recognised at fair value through profit or loss. A gain or loss in a debt investment subsequently recognised at fair value through profit or loss is recognised net within other gains/(losses) in the year in which it arises.
b) Equity instruments
The Group subsequently measures all investments in equity at fair value. When Group management has chosen to present gains and losses in the fair value of investments in equity in other comprehensive income, gains and losses in fair value are not subsequently reclassified to profit or loss following derecognition in the investment accounts. Dividends on these investments continue to be recognised in profit or loss for the year with other income when the Group's distribution entitlement is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains/(losses) in the income statement where applicable. Impairment losses (and reversals of impairment losses) in equity investments measured at fair value through other comprehensive income are not recognised separately to other changes in fair value.
c) Derivatives and hedging activities
Cash flow hedges that qualify for hedge accounting.
The effective part of the gain or loss on the hedging instrument classed as a cash flow hedge is recognised in the cash flow hedge reserve in equity. Gains or losses relating to the ineffective part are taken straight to income, under other income/(expenses).
The amounts accumulated in net equity are reclassified in the years in which the hedged item affects income for the year, as follows:
-
When the hedged item subsequently leads to the recognition of a non-financial asset (such as inventories), the deferred hedging gains and losses are included in the initial cost of the asset. The deferred amounts are ultimately recognised in profit or loss for the year when the hedged item affects net income (e.g. through the cost of sales).
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Gains or losses corresponding to the effective part of interest rate swaps hedging variable rate loans are recognised in the income statement under "finance costs" at the same time as the interest expense on the hedged loans.
When a hedging instrument expires, is sold or ends, or when a hedge no longer meets the hedge accounting criteria, any accumulated deferred gain or loss and the deferred costs of the hedge in equity at that time remain in equity until the planned transaction occurs. When the planned transaction is no longer expected to happen, the accumulated gain or loss and the deferred hedging costs that were recognised in equity are reclassified straight away to profit or loss for the year.
d) Impairment
The Group assesses expected credit losses linked to debt instruments accounted for at amortised cost and at fair value through other comprehensive income on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in the credit risk.
The Group applies the simplified approach to trade receivables permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
The Group assesses expected credit losses based on two parameters. The historical impairment rate uses a matrix broken down according to the age of the debt, with a historical default ratio for each of the tranches analysed (not due - 30-60 days, 60-120 days, 120-365 days and over 365 days). The Group uses the invoice date and the payment term stated on the invoice to draw up the matrix, analysing its collection or default. This matrix is also weighted with the increase or decrease in future collection days, based on the budgets and/or forecasts in use at any given time, so as to assess not only historical information but also forward-looking information that could impact on historical impairment. Budgeted future days are estimated based on the macroeconomic environment, expected sales combinations in geographical regions, expectations within the pool industry and expected customer performance, etc.
FINANCIAL LIABILITIES
i) Initial recognition and measurement
Financial liabilities are classified at the date of their initial recognition, where applicable, as financial liabilities at fair value through profit or loss, bank borrowings, accounts payable or derivatives designated as hedging instruments in an effective hedge.
All financial liabilities are initially recognised at fair value and directly attributable transaction costs on bank borrowings and accounts payable are netted.
Group financial liabilities include trade and other payables, bank borrowings, including current account overdrafts, financial guarantee contracts and derivative financial instruments.
ii) Subsequent measurement
The measurement of financial liabilities depends on their classification, as follows.
iii) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated in their initial recognition at fair value through profit or loss.
Financial liabilities are classified as held for trading if their purpose is to be repurchased in the short term. This category includes derivative financial instruments contracted by the Group which have not been designated as hedging instruments
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in the hedging relationships. Embedded derivatives that have been separated are also classified as held for trading, unless designated as effective hedging instruments.
Gains and losses on liabilities held for trading are recognised in the income statement.
Financial liabilities designated in the initial recognition at fair value through profit or loss are only designated at the initial recognition date if they meet the criteria established in IFRS 9.
Bank borrowings
This is the most significant financial liability category for the Group. After initial recognition, bank borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are derecognised, as well as the interest accrued using the effective interest rate method.
Amortised cost is calculated taking into account any acquisition premium or discount and the instalments and costs that are an integral part of the effective interest method. Interest accrued in accordance with this effective interest rate method is included in Finance cost in the income statement.
This category generally applies to bank borrowings with interest.
Derecognition
A liability is derecognised when the obligation is discharged, cancelled or expires.
When an existing financial liability is replaced with another from the same lender with substantially different conditions, or when the conditions of an existing liability are modified significantly, this exchange or modification is treated like a derecognition of the original liability and the new obligation is recognised. The difference in the respective carrying amounts is recognised in the income statement.
Inventories
Inventories are measured at the lower of acquisition or production cost and net realisable value.
The purchase price comprises the amount invoiced by the seller, after deduction of any discounts, rebates or other similar items, such as interest incorporated into the nominal amount, and any additional costs incurred to bring the goods to a saleable condition, other costs directly attributable to the acquisition, as well as borrowing costs and indirect taxes not recoverable from the Spanish taxation authorities.
Trade discounts granted by suppliers are recognised as a cost reduction of the acquired inventories as soon as it is probable that the necessary conditions for the discounts to qualify as such will be met, and the excess amount, if any, is recognised as a reduction in consumption in the consolidated income statement.
The production cost of inventories includes the acquisition cost of raw materials and 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. Indirect fixed costs are distributed based on whichever is higher: normal working conditions for the means of production, or production output.
The cost of raw materials, other supplies, goods, and conversion are assigned to the different cash‐generating units in inventories, based on the average weighted price method.
The Group uses the same cost formula for all inventories having the same nature and similar use within the Group.
When the cost of inventories exceeds net realisable value, an adjustment is made to profit or loss. Net realisable value is understood to be:Row materials and other supplies: replacement cost. However, the Group does not make any adjustments if the finished products in which the raw materials are incorporated are expected to be sold at a price equivalent to their production cost or higher.Good and finished products: estimated selling price, less costs to sell.Work in progress: the estimated selling price of the related finished goods, less the estimated costs to complete production and costs to sell.
The previously recognised reduction in value is reversed against profit or loss when the circumstances that previously caused inventories to be written down no longer exist or when there is clear evidence of an increase in net realisable value because of changed economic circumstances. The reversal of the reduction in value is limited to the lower of the cost and the revised net realisable value of the inventories.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand and demand deposits at banks without significant availability restrictions. This caption also includes other short‐term highly‐liquid investments readily convertible into specific amounts of cash that do not mature beyond three months.
For the purpose of the cash flow statement, demand bank overdrafts that are part of the Group's cash management and that are recorded in the consolidated statement of financial position as bank borrowings under financial liabilities are included as cash and cash equivalents.
The Group classifies the cash flows from interest received and paid as operating activities, including interest from lease liabilities (see note 3 f) ii)), except for the interest received on loans granted for reasons other than the Group's ordinary activity. Dividends received from associates are classified as investing activities and dividends paid by the Company, as financing activities.
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m) OWN EQUITY INSTRUMENTS
The acquisition by the Group of the Company's equity instruments is presented separately at acquisition cost as a decrease in consolidated shareholders' equity in the consolidated statement of financial position. In the transactions entered into with own equity instruments no profit or loss is recognised in the consolidated 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.
Subsequent repayment of the parent's equity instruments gives rise to a capital reduction for the amount of those shares, and the positive or negative difference between acquisition cost and the nominal amount of the shares is charged or credited to reserve accounts for retained earnings.
Dividends related to equity instruments are recorded as a reduction in consolidated equity when they are approved by the shareholders in general meeting.
n) GOVERNMENT GRANTS
Grants awarded by public entities are recorded when there is reasonable assurance that the conditions associated with their awarding will be met and they will be received.
i) Capital grants
Capital grants awarded as monetary assets are recorded with a credit to the Government grants caption of the consolidated statement of financial position, and are recorded in the Other income caption as the corresponding financed assets are depreciated or amortised.
ii) Operating grants
Operating grants are recorded as a reduction in the expenses they finance.
Grants received as compensation for expenses or losses incurred, or in order to provide immediate financial support not related to future expenses, are recorded with a credit to other income accounts.
iii) Interest rate grants
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.
o) EMPLOYEE BENEFITS
i) Termination benefits
Termination benefits are recognised at the earlier of the date from which the Group can no longer withdraw its offer and that on which it recognises the costs of a restructuring effort that will entail the payment of termination benefits.
In respect of termination benefits as a result of the employees' decision to accept a voluntary redundancy offer, the Group is deemed unable to withdraw its offer at the earlier of the date on which the employees accept the offer and the date of effectiveness of some form of restriction on the Group's ability to withdraw the offer.
In respect of involuntary termination, the Group is deemed unable to withdraw its offer when it has communicated the plan to the affected employees or their union representatives and the actions needed to complete the plan suggest that it is unlikely that there will be significant changes in the plan; the plan identifies the number of employees whose services are to be terminated, their job classification of function, their location and their expected termination date; and the termination benefits to be received by the laid-off employees have been established in sufficient detail to enable them to determine the type and amount of remuneration they will receive upon termination.
If the Group expects to fully settle the termination benefits within 12 months after year end, the liability is discounted using the market returns for issues of high-rated bonds.
ii) Termination benefits linked to restructuring processes
Termination benefits related to restructuring processes are recognised when the Group has a constructive obligation, i.e. when there is a detailed formal plan for such process identifying at a minimum the business (or parts of the business) concerned, the main locations affected, the function and approximate number of employees who will be compensated for termination of their services, the termination benefits to be paid, the plan's implementation timing, and a valid expectation has been raised among those affected that the restructuring will be carried out either because the plan has started to be implemented or because the main features of the plan have been announced to those affected by it.
iii) Other long-term employee benefits
The Group has assumed payment to its employees of the obligations derived from the collective agreements to which certain Spanish Group companies are party, whereby the employees subject to them with at least 25 or 40 years of service in the company shall receive 45 or 75 days, respectively, of the last fixed salary. The Group has recorded the estimated liability for this commitment in the Provisions caption of the consolidated statement of financial position.
Additionally, in accordance with prevailing regulations in the corresponding country, certain foreign group companies have commitments to their employees for retirement bonuses. The estimated liability is recorded in the above-mentioned caption whereby upon retirement, employees will receive an amount accrued over their working lives at the Company based on an accrued annual amount calculated by applying a ratio to the employee's overall annual remuneration. The liability is recorded at the beginning of the year subject to the increase in
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the cost of living. Some of these commitments are financed through the payment of insurance premiums.
The liability for long-term employee benefits recorded in the consolidated statement of financial position corresponds to the present value of the obligations assumed at year end.
In the case of subcontracted commitments, the liability for long-term employee benefits recorded in the consolidated statement of financial position corresponds to the present value of the defined benefit obligations existing at year end less the fair value of the plan assets at that date.
The Group recognises as an expense or income accrued for long-term employee benefits the net amount of the service cost for the year, the net cost of interest and the recalculation of the measurement of the net liability for long-term benefits, as well as the one related to any reimbursement and the effect of any reduction or settlement of the commitments acquired.
The present value of the obligations existing at year end and the service cost is calculated periodically by independent actuaries using the projected unit credit method. The discount interest rate is determined based on the market interest rates for issues of high-rated bonds, denominated in the currency in which the benefits will be paid and with maturity periods similar to those for the corresponding benefits.
The reimbursement rights to some or all payment obligations for defined benefits are only recognised when collection is virtually certain.
The asset or liability for defined employee benefits is recorded as current or non-current based on the realisation or maturity period of the corresponding benefits.
iv) Short-term employee benefits
The Group recognises the expected cost of short-term employee benefits as paid leave, the right to which accumulates from period to period, as employees render the services that vest the right to this remuneration. If paid leave is not cumulative, the cost is recognised as the leave is taken.
The Group recognises the expected cost of the share in profit or employee bonus plans when it has a legal or constructive present obligation as a result of past events and a reliable estimate of the obligation can be made.
p) PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or implicit) as a result of a past event; it is more probable than not that an outflow of resources embodying economic benefits will be required to settle the obligation; and the amount of the obligation can be reliably estimated.
The amount recognised as a provision in the consolidated statement of financial position 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.
The financial effect of the provisions is recorded as a finance cost in profit or loss. The provisions do not include the tax effect, nor the disposal or abandonment of assets.
The provision is reversed if it is less probable than not that an outflow of resources will be required to settle the obligation. The provision is reversed against the profit or loss caption in which the corresponding expense was recorded, and the surplus, if any, is recognised in the Other income caption.
Our warranty policy complies with the legislation in each country where we market our products and usually lasts for a minimum of one year.
In certain cases, and to adapt to the nature of the markets we serve, these warranties can be increased to up to three/five years if needed.
The warranties given by Fluidra are assurance warranties, whereby Fluidra undertakes to deliver the product under the terms of the contract. Assurance warranties are calculated in accordance with historical fault rates and are quantified as the cost of raw materials and labour required to bring the product to compliance with the contract terms. They are recorded when the product is sold as a current liability. The historical rates are calculated annually and are applied to the different product ranges sold.
q) SHARE-BASED PAYMENT TRANSACTIONS
The Group recognises the goods and services received or acquired in a share-based payment transaction when it obtains the goods or as the services are received. If the goods or services are received as part of an equity-settled share-based payment, it recognises an increase in equity; if they are received as part of a cash-settled share-based payment, it recognises a liability along with a balancing charge in profit or loss or an asset in the consolidated statement of financial position.
The delivery of equity instruments as consideration for the services performed by the employees of the Group 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 profit or loss, with a corresponding increase in equity.
- If the equity instruments granted vest when the employees complete a specified service period, those services are
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accounted for during the vesting period, with a credit to equity accounts.
The Group measures the fair value of the instruments granted to employees at the grant date.
Market-related vesting conditions and other non-determining vesting conditions are taken into account when measuring 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 Group 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, no additional adjustments to equity are made after the vesting date, notwithstanding the corresponding reclassifications made in equity.
r) RECOGNITION OF REVENUE FROM CONTRACTS WITH CUSTOMERS
The Group has adopted IFRS 15 Revenue from contracts with customers since 1 January 2018, which has required certain accounting policies to be adapted.
i) Sale of goods
Revenue from the sale of goods is recognised when control of the goods is transferred to the customer. Delivery takes place when the products have been sent to the specified location, the risks of obsolescence and loss have been transferred to the customer and the customer has accepted the products in accordance with the sales contract, the acceptance terms have expired or the Group has objective evidence that all acceptance criteria have been met.
A receivable is recognised when the goods are delivered, as this is the moment when the consideration is unconditional because only the passing of time is needed before payment is due. Unless otherwise stated and specified in the sales contract, control of the products is considered to be transferred to the customer when the risk is transferred, according to the Incoterm (International Commercial Terms) applied. No differences are made for the type of product or customer.
The most frequently used Incoterms are CIP, DAP, FCA and, to a lesser extent, FOB, CIF and EXW.
When the customer is entitled to return the product within a specific period, the company is obliged to refund the acquisition cost. Ordinary income is adjusted by the expected value of the refunds and the cost of sales is adjusted by the value of the corresponding expected goods returns. Under IFRS 15, a refund liability is recognised for expected customer returns as an
adjustment in ordinary income in trade and other payables. At the same time, the Group is entitled to recover the product from the customer when the customer exercises their right to return and recognises an asset and an adjustment relating to the sales cost. The asset is measured by reference to the former carrying amount of the product.
Sales prices are based on a number of recommended rates for end customers, to which discounts are applied for our customers according to the volume of business they do with us and the type of product they buy from us.
A scale of additional incentives is also applied to large accounts, depending on the purchase volumes they reach. These incentives are negotiated yearly.
Under IFRS 15, an entity estimates the variable consideration (volume discounts, prompt payment discounts, rebates, etc.) using whichever of the following methods it believes predicts the amount of consideration to which it will be entitled:
- Expected value: is the total probability-weighted amount based on a range of possible consideration amounts.
- Most likely amount: is the single most likely amount.
In our business, we use the expected value method in the majority of cases, in accordance with IFRS 15.
Volume discounts is the most relevant category in the key customer segment, and we specifically apply different scenarios based on sales from the last budget or projection, corrected according to actual sales. Prompt payment discounts are recognised based on the most likely amount in play if a customer does or does not take advantage of the discount. Historical rates for each of the companies and/or markets comprising the Group are used for other types of discount (trade discounts, sales, etc.).
In addition, pool professionals in the American market who purchase via our distributors are offered a points programme based on the volume of purchases, which can be redeemed for rebates, products, company merchandising or travel.
This points programme (loyalty programme) is treated as a performance obligation, as our customer has the right to receive the consideration included in this programme. Income is recognised as the loyalty points are redeemed or expire. The points given are corrected for the historical percentage of points that are not redeemable and are measured according to the sales price of the products delivered and/or the discounts granted.
ii) Services rendered
Income from services is recognised in the year in which they are rendered. In the case of fixed-price contracts, revenue is recognised on the basis of the actual service rendered until the end of the reporting period, as a percentage of the total services to be rendered. This is calculated based on the actual total costs incurred in relation to expected total costs.
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Some contracts include multiple deliverables, such as installation services. However, installation is simple, does not entail an integration service and could be carried out by a third party. Therefore, it is recognised as a separate execution obligation. In this case, the transaction price is allocated to each execution obligation based on independent sales prices. When these are not directly discernible, they are estimated based on the expected cost plus margin.
If the circumstances change, the estimated revenue, costs and degree of completion is reviewed. Any resulting increase or decrease in revenue or estimated costs is reflected in profit or loss for the year in which management becomes aware of the circumstances calling for the review.
With fixed‐price contracts, the customer pays the fixed amount in line with a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognised. If payments exceed the services rendered, a contract liability is recorded.
Financial components
The Group does not expect to have any contracts in which the period between the transfer of goods and services promised to the customer and the payment received exceeds one year. Therefore, the Group does not adjust any of the transaction prices on account of the time value of money.
Dividend income
Income from dividends on investments in financial instruments are recognised in profit or loss when the Group's right to receive payment is established.
Income tax
Tax expense/(income) comprises current tax and deferred tax.
Current tax is the income tax payable (recoverable) in respect of consolidated taxable profit (tax loss) for the year. Current tax liabilities and assets are measured at the amount expected to be paid or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax liabilities are income tax payable in future periods in respect of taxable temporary differences, while deferred tax assets are income tax recoverable in future periods in respect of deductible temporary differences, the carryforward of unused tax losses and the carryforward of unused tax credits. Temporary differences are defined as differences between the carrying amount of an asset or liability in the statement of financial position and its tax base.
Current and deferred tax is recognised in profit or loss, unless the tax arises from a transaction or economic event which is recognised, in the same or a different period, directly in consolidated equity or a business combination.
Tax credits on the income tax granted by public entities as a decrease on the amount payable for this tax are recognised as a decrease in the income tax expense when there is reasonable assurance that the conditions related to the right to deduction will be met.
In certain territories, the Group has availed itself of the consolidated tax regime, as mentioned in note 27.
Recognition of taxable temporary differences
A deferred tax liability is recognised for all taxable temporary differences, except:To the extent that the deferred tax liability arises from the initial recognition of goodwill, or the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting profit nor taxable profit (tax loss).To the extent that the deferred tax liability relates to taxable temporary differences associated with investments in subsidiaries or joint ventures where the Group has the capacity to control the date of reversal and it is not probable that reversal will happen in the foreseeable future.
Recognition of deductible temporary differences
Deferred tax assets are recognised provided that:It is probable that sufficient future taxable profit will be available against which they can be utilised, unless the differences arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting profit nor taxable profit (tax loss).They relate to deductible temporary differences associated with investments in subsidiaries or joint ventures to the extent that temporary differences will be reversed in the foreseeable future and future taxable profit will be available to offset the differences.
Tax planning opportunities are only considered for the purpose of assessing the recoverability of deferred tax assets if the Group 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 Group expects to recover or settle the carrying amount of its assets and liabilities.
The Group reviews the carrying amounts of its deferred tax assets at the end of each reporting period with a view to reducing these carrying amounts to the extent that it is no longer probable that sufficient taxable profit will be available to allow part or all of the assets to be utilized.
Deferred tax assets that do not satisfy the above conditions are not recognised in the consolidated statement of financial position. At the end of each reporting period, the Group reassesses unrecognised deferred tax assets to determine whether the recognition criteria have been met.
Offsetting and classification
The Group only offsets current tax assets and current tax liabilities if it 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.
The Group only offsets deferred tax assets and liabilities if it has a legally enforceable right, when they relate to income taxes levied by the same tax authority and on the same taxable entity and when the tax authority permits the Group to make or receive a single net payment, or to recover the assets and settle the liabilities simultaneously in each future year in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
OFFSETTING OF ASSETS AND LIABILITIES, INCOME AND EXPENSE
Assets and liabilities and income and expense are not offset, unless offsetting is required or allowed by a standard or interpretation.
CLASSIFICATION OF CURRENT AND NON--CURRENT ASSETS AND LIABILITIES
The Group classifies assets and liabilities in the consolidated statement of financial position 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 Group's normal operating cycle, they are held primarily for trading, they are expected to be realised within 12 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 Group's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within 12 months after the reporting period, or the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.Financial liabilities are classified as current liabilities when they are due to be settled within 12 months after the reporting date, even if the original term was for a period longer than 12 months, and an agreement to refinance, or to reschedule payments, on a long‐term basis is completed after the reporting period and before the consolidated annual accounts are authorised for issue.Deferred tax assets and deferred tax liabilities are recognised in the consolidated statement of financial position as non‐current assets and non‐current liabilities, irrespective of the expected date of recovery or settlement.
SEGMENT REPORTING
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment, assess its performance, and for which discrete financial information is available.
ENVIRONMENTAL ISSUES
The Group carries out activities whose primary purpose is to prevent, reduce or repair damages caused to the environment from its operations.
For further details on Fluidra's Sustainability Master Plan and the relevant non‐financial data, refer to section 2 "Environmental information" of the Consolidated Non‐Financial Information Statement and sustainability information included in the Sustainability Report within the Consolidated Directors' Report.
Expenses incurred for environmental activities are recognised under Other operating expenses during the year in which they are incurred.
Property, plant and equipment acquired by the Group for long‐term use to minimise the environmental impact of its activity and protect and improve the environment, including the reduction and elimination of future pollution from the Group's activities, are recognised as assets applying the measurement, presentation and disclosure criteria described in section (c) above.
Where appropriate, the Group records provisions for environmental activities when such expenses are known in the same year or previous year, and when the related concepts are clearly specified. These provisions are recorded based on the criteria indicated in section (p) Provisions of this note. Compensation to be received by the Group in connection with environmental obligations is recognised as an amount receivable in assets on the consolidated statement of financial position, provided that there is no doubt as to whether this compensation will actually be received, and that it does not exceed the amount of the recorded obligation.
SEGMENT REPORTING
The Fluidra Group's organisational structure is organised into four divisions, three of them covering a geographical approach, which manage the Group's sales and distribution activity, and the fourth one, which comprises the manufacturing and logistics chain for the whole Group. A manager is assigned to each division and they report directly to the Management Advisory Committee, maintaining regular contact to deal with operations, operating results and financial profit/(loss), forecasts and plans for each segment. The Management Advisory Committee monitors financial information based on the following division structure.
The Business Divisions are EMEA, North America and APAC.
The EMEA segment (Europe, Middle East & Africa) relates to Europe, Africa (excluding South Africa) and South America, including mature markets showing more modest growth and a larger market share where the strategy is to improve profitability through operating leverage, and also other emerging markets with higher growth expectations.
The North America segment relates to the United States and Canada and centres on increasing market share in the world's largest swimming‐pool market, taking advantage of the growth in connected pools, customer loyalty and an increase in product range.
The APAC (Asia‐Pacific) segment's main markets are Australia, Asia and South Africa. This segment includes mature markets showing more modest growth, but a smaller market share than in European markets, and emerging markets with greater growth expectations due to new pool construction and a bigger focus on public pools in Asian markets.
Lastly, the Operations Division, which is mainly located in Spain, France and China, focuses on increasing cost efficiency through the rationalisation of production plant structure, improving quality, demand planning and the streamlining of industrial assets.
This organisational structure also affects identification of the Group's CGUs (see note 8).
In addition to the four segments mentioned above, the holding, real estate and/or services companies (where there are no operational or sales activities and which do not generate significant revenue for third parties) are included in the shared services caption. This breakdown is provided for the purposes of reconciling the segment information in the total consolidated figures in the financial statements, as it does not constitute an operating segment under IFRS 8.
The inter‐segment selling prices are established based on standard terms and conditions available to unrelated third parties.
The difference between the sum of the items of the different business segments and the total thereof in the consolidated income statement corresponds to the Shared services caption and to intra‐segment consolidation adjustments, basically the sales between the Operations division and the Sales divisions, and their corresponding margin adjustment in inventories, as well as other adjustments derived from the business combinations and consolidation.
The Management Advisory Committee uses adjusted EBITDA to measure the segment results. As well as the financial information prepared under IFRS‐EU, Fluidra also prepares alternative performance measures (APMs), as defined in the guidelines issued by the European Markets and Securities Authority (ESMA). For further information about definitions, relevance of use and the reconciliation of APMs, go to: Alternative performance measures 2025. Amortisation/ depreciation and impairment losses are linked to the assets directly allocated to the segment activity, excluding the impact of allocating the acquisition price of business combinations and investment portfolio provisions. Net financial profit/(loss) and income tax expense are not allocated by segment, as these activities are dealt with by the Group's central departments.
Intangible assets, deferred taxes, goodwill, provisions and financial assets and liabilities are not allocated by segment, as they are dealt with at Group level. Each segment manages non‐current property, plant and equipment, inventories, trade and other receivables and trade and other payables (the segment's net assets).
Intangible assets that reflect the fair value of the acquired customer portfolios are monitored centrally by the central finance department and not by the segment, where only the business management of these portfolios is carried out. The CGU manager is in charge of the business management of the customer portfolio (at CGU level), whether from business combinations or as a result of organic growth, via the business network in each of the territories where it operates. Under no circumstances is a distinction made between whether the portfolio comes from a business combination or not, so the intangible asset is not allocated for internal monitoring of the segment.
A breakdown of the Group's segment information for 2025 and 2024 is shown in Appendix II and Appendix III to these consolidated annual accounts.
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
5. BUSINESS COMBINATIONS AND SALES OF GROUP COMPANIES
The breakdown of transactions resulting in a business combination in 2025 and 2024 is as follows:
2025
On 9 January 2025, the purchase of $100\%$ of BAC pool systems Holding AG, BAC pool systems AG, and BAC pool systems GmbH ("BAC") was finalised. BAC is a well-known manufacturer and designer of automatic; manual and safety covers for residential and commercial pools and operates in Germany and Switzerland. This acquisition helps Fluidra strengthen its standing in the pool cover market in central Europe. This is a sustainable product that is increasingly in demand, as the covers significantly reduce water evaporation and loss of heat from swimming-pools, leading to savings in water replacement and energy. The acquisition price involved an initial outlay of CHF 17,717 thousand (€19,213 thousand), with a deferred payment of CHF 2,054 thousand (€2,182 thousand).
Due to commercial and management synergies, this acquisition has been integrated into the Europe CGU.
On 7 May 2025, the purchase of $100\%$ of the shares of Pooltrackr Pty, LTD ("Pooltrackr") was finalised. Pooltrackr is a state-of-the-art Software-as-a-Service (SaaS) platform that streamlines every aspect of operations for pool and spa sales and services professionals, with a solid and expanding customer base in Australia and New Zealand. This acquisition backs up Fluidra's commitment to digital innovation and strengthens its lead position in providing a connected pool experience. The acquisition price involved an initial outlay of AUD 11,000 thousand (€6,180 thousand).
As this entity's business is completely unrelated to the other Group companies, which essentially market/manufacture pool accessories and products, it has been kept as a separate CGU, as it is managed independently.
On 31 October 2025, the subsidiary Fluidra Waterlinx, PTY LTD executed two asset purchase agreements, acquiring Power Plastics Propietary Limited and Power Plastic Trading Propietary Limited ("Power Plastics"). These companies have a solid track record in pool covers and related products and thus complement Fluidra's current portfolio. The acquisition price involved an initial outlay of ZAR 30,324 thousand (€1,513 thousand).
Due to commercial and management synergies, this acquisition has been integrated into the Asia-Pacific CGU.
During the period comprised between the date of acquisition and 31 December 2025, the acquired business has generated consolidated total sales of goods and finished products amounting to €11,117 thousand and consolidated total profit after tax amounting to €80 thousand.
If the acquisition had occurred on 1 January 2025, the Group's sales of goods and finished products would have increased by €1,826 thousand and consolidated profit after tax would have increased by €154 thousand.
The breakdown of the consideration paid, of the fair value of the net assets acquired and goodwill for the business combinations carried out during the year ended 31 December 2025 is as follows:
| Consideration paid | |
|---|---|
| Cash paid | 26,906 |
| Deferred price | 2,182 |
| Total consideration paid | 29,088 |
| Fair value of net assets acquired | 21,004 |
| Goodwill | 8,084 |
The intangible assets that were not recorded separately from goodwill and were therefore included in it since they do not meet the separability criterion required by IFRS-EU mainly relate to the workforce and synergies of the acquired business.
The business combinations' accounting is definitive.
The main differences between the carrying amounts of the businesses acquired during the year ended 31 December 2025 and their fair values relate to a property and land, a customer portfolio and technology.
The income approach with a remaining useful life of 44 years and a $3.85\%$ interest rate has been used by an independent expert to appraise the property.
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The customer portfolios have been valued by an independent expert using the MPEE method (multi-period excess earnings). The following assumptions were used:
| BAC | Pooltrackr | Power Plastics | |
|---|---|---|---|
| Sales CAGR | 3.3% | 37.2% | 3.5% |
| Discount rate | 11.5% | 15.3% | 16.7% |
| Tax rate | 25.0% | 30.0% | 27.0% |
| Loss rate | 4.3% | 4.4% | 14.9% |
| Royalty rate | — | 16.5% | — |
The amounts that have been recorded in the consolidated statement of financial position at the date of acquisition of the assets, liabilities and contingent liabilities of the businesses acquired during the year ended 31 December 2025, by significant categories, are as follows:
| Thousands of euros | |
|---|---|
| Property, plant and equipment | 17,378 |
| Other intangible assets | 4,065 |
| Right-of-use assets | 261 |
| Non-current financial assets | 21 |
| Other non-current receivables | 8,801 |
| Deferred tax assets | 13 |
| Inventories | 2,406 |
| Trade and other receivables | 537 |
| Cash and cash equivalents | 2,125 |
| Total assets | 35,607 |
| Non-current lease liabilities | 261 |
| Deferred tax liabilities | 3,009 |
| Non-current provisions | 103 |
| Other non-current liabilities | 8,486 |
| Bank borrowings and other marketable securities - current | 16 |
| Trade and other payables | 2,086 |
| Current provisions | 642 |
| Total liabilities and contingent liabilities | 14,603 |
| Total net assets | 21,004 |
| Total net assets acquired | 21,004 |
| Paid in cash | 26,906 |
| Cash and cash equivalents acquired | 2,125 |
| Cash paid for the acquisitions | 24,781 |
In the year ended 31 December 2025, cash was disbursed in connection with the acquisition of subsidiaries in prior years and non-controlling interests for €4,102 thousand.
In line with Fluidra's strategy of divesting non-core activities, on 5 June 2025 the Portuguese company Ecohídrica, Tecnologias da agua LDA was sold for €115 thousand.
Details of the sale of the abovementioned company are as follows:
Consideration received
| Cash collected | 10 |
|---|---|
| Deferred price | 105 |
| Total consideration received | 115 |
| Fair value of net assets disposed of | 228 |
| Loss on the sale | (113) |
The amounts that have been derecognised in the consolidated statement of financial position at the date of disposal of the assets, liabilities and contingent liabilities of the businesses sold, by significant class, are as follows:
| Thousands of euros | |
|---|---|
| Property, plant and equipment | 321 |
| Other intangible assets | 29 |
| Right-of-use assets | 103 |
| Inventories | 139 |
| Trade and other receivables | 149 |
| Cash and cash equivalents | 16 |
| Total assets | 757 |
| Bank borrowings and other marketable securities - non-current | 39 |
| Non-current lease liabilities | 71 |
| Bank borrowings and other marketable securities - current | 79 |
| Current lease liabilities | 33 |
| Trade and other payables | 307 |
| Total liabilities and contingent liabilities | 529 |
| Total net assets | 228 |
| Total net assets disposed of | 228 |
| Amount received in cash | 10 |
| Cash and cash equivalents disposed of | 16 |
| Cash flow generated by the sale | (6) |
At 31 December 2025, €31.5 thousand has been collected of the total deferred price on the sale of businesses in the year ended 31 December 2025.
2024
Fluidra Group Australia Pty Ltd, a subsidiary owned in full and indirectly by Fluidra, S.A., signed a purchase agreement on 1 February 2024 to acquire the business of Chadson Engineering Pty Ltd, a renowned designer and manufacturer of granular and regenerative filtration systems in Australia. This acquisition complements Fluidra's range of products for commercial pools and improves its capacity to offer a wide range of solutions to customers in the Asia-Pacific region. The acquisition price involved an initial outlay of AUD 3,900 thousand (€2,413 thousand), with a deferred payment of AUD 1,700 thousand (€1,051 thousand).
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Due to commercial and management synergies, this acquisition was integrated into the Asia-Pacific CGU.
On 29 November 2024, an agreement was signed to purchase $100\%$ of the share capital of the Portuguese companies Dini & Lulio, LdA, Ecohídrica, Tecnologias da Agua LdA, Kreative Techk, LDA, and NCWG, Sistemas de Gestão de Água, LDA (jointly, the NCWG Group). The NCWG Group is one of the leading swimming-pool distributors in Portugal. This acquisition enables Fluidra to expand its product offering and customer portfolio and strengthen its geographical presence in the country. The acquisition price involved an initial outlay of €800 thousand, with a deferred payment of €804 thousand.
Due to commercial and management synergies, this acquisition was integrated into the Europe CGU.
During the period comprised between the date of acquisition and 31 December 2024, the acquired businesses generated consolidated total sales of goods and finished products amounting to €915 thousand and consolidated total profit after tax amounting to €140 thousand.
If the acquisition had occurred on 1 January 2024, the Group's sales of goods and finished products would have increased by approximately €13 million and consolidated profit after tax would have decreased by around €0.7 million.
The breakdown of the consideration paid, of the fair value of the net assets acquired and goodwill for the business combinations carried out during the year ended 31 December 2024 is as follows:
Consideration paid
| Cash paid | 3,213 |
|---|---|
| Deferred price | 1,855 |
| Total consideration paid | 5,068 |
| Fair value of net assets acquired | 265 |
| Goodwill | 4,803 |
The intangible assets that were not recorded separately from goodwill and were therefore included in it since they do not meet the separability criterion required by IFRS-EU mainly relate to the workforce and synergies of the acquired business.
At 31 December 2024, accounting of the Chadson Engineering business combination is final, whereas accounting of the NCWG Group business combination was still provisional. At 31 December 2025, following restatement (see nota 2 b), this business combination is now definitive.
The main differences between the carrying amounts of the businesses acquired during the year and their fair values related to customer portfolios and brands.
The customer portfolios were valued by an independent expert using the MPEE method (multi-period excess earnings). The fair value of the brands was also based on valuations made by an independent expert using the royalty relief method. The following assumptions were used:
| Chadson | NCWG | |
|---|---|---|
| Sales CAGR | 5,0% - 10,0% | 3.2% |
| Discount rate | 13.3% | 13.0% |
| Tax rate | 30.0% | 21.3% |
| Loss rate | 2,7% - 6,4% | 8.6% |
| Royalty rate | 4.9% | — |
The amounts that were recorded in the consolidated statement of financial position at the date of acquisition of the assets, liabilities and contingent liabilities of the businesses acquired during the year ended 31 December 2024, by significant categories, were as follows:
Thousands of euros
| Property, plant and equipment | 1,359 |
|---|---|
| Other intangible assets | 3,215 |
| Right-of-use assets | 244 |
| Non-current financial assets | 9 |
| Inventories | 3,366 |
| Trade and other receivables | 1,459 |
| Cash and cash equivalents | 151 |
| Total assets | 9,803 |
| Bank borrowings and other marketable securities - non-current | 148 |
| Non-current lease liabilities | 244 |
| Non-current provisions | 200 |
| Deferred tax liabilities | 898 |
| Bank borrowings and other marketable securities - current | 2,834 |
| Trade and other payables | 3,338 |
| Current provisions | 544 |
| Total liabilities and contingent liabilities | 9,538 |
| Total net assets | 265 |
| Total net assets acquired | 265 |
| Paid in cash | 3,213 |
| Cash and cash equivalents acquired | 151 |
| Cash paid for the acquisitions | 3,062 |
In the year ended 31 December 2024 cash was disbursed in connection with the acquisition of subsidiaries in prior years and non-controlling interests for €2,630 thousand.
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NOTES
FLUIDRA
6. PROPERTY, PLANT AND EQUIPMENT
Details of property, plant and equipment and movement during 2025 and 2024 are as follows:
| Thousands of euros | Balances at 31/12/2024 | Business combinations | Additions | Disposals | Transfers | Exchange gains/(losses) | Balances at 31/12/2025 |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Land and buildings | 56,206 | 15,700 | 265 | (937) | 115 | (799) | 70,550 |
| Plant and machinery | 186,700 | 3 | 7,946 | (4,139) | 5,100 | (5,207) | 190,403 |
| Other installations, tools and furniture | 203,033 | 1,589 | 7,615 | (1,742) | 7,681 | (7,920) | 210,256 |
| Other PPE | 27,953 | 25 | 3,826 | (1,395) | 1,122 | (653) | 30,878 |
| Under construction | 21,783 | 61 | 21,379 | (1,945) | (16,074) | (1,182) | 24,022 |
| 495,675 | 17,378 | 41,031 | (10,158) | (2,056) | (15,761) | 526,109 | |
| Accumulated amortisation | |||||||
| Buildings | (24,570) | — | (3,256) | 442 | 270 | 403 | (26,711) |
| Plant and machinery | (122,837) | — | (12,590) | 3,164 | (86) | 3,622 | (128,727) |
| Other installations, tools and furniture | (134,944) | — | (12,697) | 1,536 | 10 | 4,452 | (141,643) |
| Other PPE | (18,839) | — | (3,894) | 1,358 | 150 | 451 | (20,774) |
| (301,190) | — | (32,437) | 6,500 | 344 | 8,928 | (317,855) | |
| Carrying amount | 194,485 | 17,378 | 8,594 | (3,658) | (1,712) | (6,833) | 208,254 |
| Thousands of euros | Balances at 31/12/2023 | Business combinations | Additions | Disposals | Transfers | Exchange gains/(losses) | Balances at 31/12/2024 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | |||||||
| Land and buildings | 64,537 | 84 | 409 | (357) | (8,735) | 268 | 56,206 |
| Plant and machinery | 160,813 | 950 | 11,317 | (3,709) | 15,793 | 1,536 | 186,700 |
| Other installations, tools and furniture | 193,278 | 49 | 11,480 | (7,481) | 2,087 | 3,620 | 203,033 |
| Other PPE | 29,330 | 276 | 3,204 | (5,646) | 1,050 | (261) | 27,953 |
| Under construction | 23,805 | — | 11,981 | (181) | (14,196) | 374 | 21,783 |
| 471,763 | 1,359 | 38,391 | (17,374) | (4,001) | 5,537 | 495,675 | |
| Accumulated amortisation | |||||||
| Buildings | (29,108) | — | (1,419) | — | 6,080 | (123) | (24,570) |
| Plant and machinery | (102,541) | — | (11,936) | 3,472 | (10,627) | (1,205) | (122,837) |
| Other installations, tools and furniture | (133,907) | — | (12,280) | 7,227 | 5,957 | (1,941) | (134,944) |
| Other PPE | (20,871) | — | (3,368) | 5,556 | (285) | 129 | (18,839) |
| (286,427) | — | (29,003) | 16,255 | 1,125 | (3,140) | (301,190) | |
| Carrying amount | 185,336 | 1,359 | 9,388 | (1,119) | (2,876) | 2,397 | 194,485 |
During the year ended 31 December 2025, approximately €3,745 has been invested in molds for new products (€3,931 thousand during 2024). The investments in several production plants (€22,436 thousand) and machinery to improve the production process (€5,413 thousand) should be noted (€14,506 thousand and €7,238 thousand, respectively, in 2024).
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NOTES
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a) PROPERTY, PLANT AND EQUIPMENT PLEDGED AS GUARANTEES
At 31 December 2025 and 2024, no property, plant and equipment items are mortgaged or pledged as guarantees.
b) INSURANCE
The consolidated Group has taken out insurance policies to cover the risks to which its property, plant and equipment items are exposed. The coverage of these policies is considered sufficient.
c) 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 |
|---|---|---|
| Buildings | 11,735 | 10,986 |
| Plant and machinery | 90,927 | 90,677 |
| Other installations, tools and furniture | 112,672 | 113,286 |
| Other property, plant and equipment | 17,127 | 16,683 |
| 232,461 | 231,632 |
d) PROPERTY, PLANT AND EQUIPMENT LOCATED ABROAD
At 31 December 2025, items of property, plant and equipment located outside Spain have a carrying amount of €105,955 thousand (€97,089 thousand at 31 December 2024).
e) GAINS/(LOSSES) ON DISPOSALS OF FIXED ASSETS
Gains/(losses) on disposals of fixed assets during the year ended 31 December 2025 essentially relate to profit of €3,341 thousand and profit of €1,824 thousand on the sale of two properties in Italy and Germany, respectively.
No individually significant fixed assets were disposed of during the year ended 31 December 2024.
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NOTES
FLUIDRA
7. INVESTMENT PROPERTY
Details of the investment property accounts and movement during 2025 and 2024 are as follows:
| Thousands of euros | Balances at 31/12/2024 | Additions | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/2025 |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Land | 4,582 | — | — | 1,136 | — | 5,718 |
| Buildings | 9,650 | — | — | — | — | 9,650 |
| 14,232 | — | — | 1,136 | — | 15,368 | |
| Accumulated amortisation | ||||||
| Buildings | (8,457) | (78) | — | (332) | — | (8,867) |
| (8,457) | (78) | — | (332) | — | (8,867) | |
| Carrying amount | 5,775 | (78) | — | 804 | — | 6,501 |
| Thousands of euros | Balances at 31/12/2023 | Additions | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/2024 |
| Cost | ||||||
| Land | 1,790 | — | 7 | 2,820 | (35) | 4,582 |
| Buildings | 6,223 | 18 | — | 3,409 | — | 9,650 |
| 8,013 | 18 | 7 | 6,229 | (35) | 14,232 | |
| Accumulated amortisation | ||||||
| Buildings | (5,069) | (58) | — | (3,330) | — | (8,457) |
| (5,069) | (58) | — | (3,330) | — | (8,457) | |
| Carrying amount | 2,944 | (40) | 7 | 2,899 | (35) | 5,775 |
The fair value of investment property does not substantially differ from the carrying amount.
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NOTES
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8. GOODWILL AND OTHER INTANGIBLE ASSETS
Movement in the Goodwill and Other intangible assets accounts
during 2025 and 2024 is as follows:
a) GOODWILL
| Thousands of euros | Balances at 31/12/2024 | Business combinations | Additions | Disposals | Impairment | Exchange gains/ (losses) | Balances at 31/12/2025 |
|---|---|---|---|---|---|---|---|
| Carrying amount | |||||||
| Goodwill | 1,343,985 | 8,084 | — | — | — | (83,523) | 1,268,546 |
| Thousands of euros | Balances at 31/12/2023 | Business combinations | Additions | Disposals | Impairment | Exchange gains/ (losses) | Balances at 31/12/2024 |
| Carrying amount | |||||||
| Goodwill | 1,297,026 | 4,803 | — | — | — | 42,156 | 1,343,985 |
b) OTHER INTANGIBLE ASSETS
| Thousands of euros | Balances at 31/12/2024 | Business combinations | Additions | Disposals | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/2025 |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Development expenses for work in progress | 178,785 | — | 23,270 | (5,556) | (1,836) | 288 | (13,635) | 181,316 |
| Relations with customers/ Contractual relations | 854,918 | 299 | — | (6,189) | — | — | (88,544) | 760,484 |
| Computer software | 68,651 | 362 | 3,835 | (600) | — | 3,278 | (1,665) | 73,861 |
| Patents, Trademarks and Other intangible assets | 336,188 | 3,404 | 3,459 | (1,379) | 40 | (2,264) | (33,043) | 306,405 |
| 1,438,542 | 4,065 | 30,564 | (13,724) | (1,796) | 1,302 | (136,887) | 1,322,066 | |
| Accumulated amortisation | ||||||||
| Product development expenses | (89,372) | — | (17,173) | 5,258 | — | (129) | 7,176 | (94,240) |
| Relations with customers/ Contractual relations | (390,855) | — | (46,408) | 6,189 | — | (977) | 40,503 | (391,548) |
| Computer software | (55,345) | — | (6,426) | 263 | — | (424) | 1,501 | (60,431) |
| Patents, Trademarks and Other intangible assets | (32,460) | — | (11,738) | 1,078 | — | 1,136 | 4,242 | (37,742) |
| (568,032) | — | (81,745) | 12,788 | — | (394) | 53,422 | (583,961) | |
| Carrying amount | 870,510 | 4,065 | (51,181) | (936) | (1,796) | 908 | (83,465) | 738,105 |
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NOTES
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| Thousands of euros | Balances at 31/12/2023 | Business combinations | Additions | Disposals | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/2024 |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Development expenses for work in progress | 154,504 | — | 21,060 | (2,906) | (229) | (109) | 6,465 | 178,785 |
| Relations with customers/ Contractual relations | 807,959 | 2,845 | 59 | — | — | (1,540) | 45,595 | 854,918 |
| Computer software | 62,338 | — | 5,764 | (750) | — | 501 | 798 | 68,651 |
| Patents, Trademarks and Other intangible assets | 312,993 | 370 | 6,851 | (2,224) | — | 2,018 | 16,180 | 336,188 |
| 1,337,794 | 3,215 | 33,734 | (5,880) | (229) | 870 | 69,038 | 1,438,542 | |
| Accumulated amortisation | ||||||||
| Product development expenses | (71,882) | — | (16,992) | 2,906 | — | (31) | (3,373) | (89,372) |
| Relations with customers/ Contractual relations | (318,684) | — | (51,925) | — | — | (1,051) | (19,195) | (390,855) |
| Computer software | (48,673) | — | (6,221) | 688 | — | (450) | (689) | (55,345) |
| Patents, Trademarks and Other intangible assets | (21,988) | — | (11,916) | 2,191 | — | 627 | (1,374) | (32,460) |
| (461,227) | — | (87,054) | 5,785 | — | (905) | (24,631) | (568,032) | |
| Carrying amount | 876,567 | 3,215 | (53,320) | (95) | (229) | (35) | 44,407 | 870,510 |
There are no intangible assets pledged as guarantees, except for those mentioned in Note 18.
Additions to product development expenses in the year ended 31 December 2025 amounting to €23,270 thousand (€21,060 thousand in 2024) relate to work performed by the Group and capitalised as non-current assets, and are included in said caption of the consolidated income statement.
At 31 December 2025, additions to accumulated amortisation include €57,3936 thousand relating to the amortisation of intangible assets generated by business combinations. This result from allocating the purchase price to the assets and liabilities acquired (€63,423 thousand at 31 December 2024).
The cost of fully amortised intangible assets still in use at 31 December 2025 and 2024 is as follows:
| Thousands of euros | 2025 | 2024 |
|---|---|---|
| Development expenses for work in progress | 69,197 | 70,238 |
| Computer software | 48,142 | 44,187 |
| Patents, trademarks and other intangible assets | 28,797 | 30,633 |
| 146,136 | 145,058 |
At 31 December 2025, intangible assets located outside Spain have a carrying amount of €710,741 thousand (€842,163 thousand at 31 December 2024).
c) IMPAIRMENT AND ALLOCATION OF GOODWILL TO CGUs
i) CGU structure
The CGU structure is as follows:
North America
North America represents both a segment and a separate CGU, based on the territory's high level of independence in terms of trademarks used and the range of products managed from the region. This impacts on how its performance is measured (segment) and also how cash flows are managed with regard other business units (CGUs).
This segment includes the American business (USA and Canada) from the merger with Zodiac. Subsequent business combinations in the American market have been assigned to this CGU due to the highly interrelated nature of the business in the USA and the centralised management of the different entities acquired.
Europe
Europe has characteristics that make a grouping of the sub-regions (countries or groups of countries) included therein appropriate and therefore considered as a single CGU:
- Shared business objectives and policies that are set at this level.
- Agility in the designation of roles and responsibilities, as these responsibilities are commonly redefined and/or reassigned.
- Markets with similar characteristics.
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NOTES
FLUIDRA
The main countries included in this CGU are Spain, Italy, France, Belgium, Germany, Austria, Switzerland, Denmark, Portugal, Hungary, Poland and the Czech Republic.
- Operations
Relevant decisions for production operations are taken at a centralised level, with the Global Distribution entity (Fluidra Global Distribution, S.L.U.) as the decision-making unit considered to be the most independent. The decision-making margin held by each individual production unit is therefore reduced. Although this unit brings together different production units that differ somewhat in terms of the technologies used in each of them, it is the Global Distribution entity that draws up the contracting terms between them and the business entities included in Europe, EMEA expansion, Asia-Pacific and North America. The Global Distribution entity also allocates production to the different geographical regions. It is possible in the future that these technologies will be subject to some integration, meaning that differentiation in such a scenario would be diluted.
This CGU includes production entities and logistics centres in Spain, France and China.
- Asia-Pacific
Asia-Pacific is considered highly independent from other CGUs, where no international customers are shared, no international regulations apply, and no processes are relocatable to other geographical areas. These territories are highly interdependent in the sense that key policies and decisions are made jointly and there is a single unit in charge that brings together South Africa, Australia and Asia.
This CGU includes the following territories: Australia, New Zealand, South Africa, Thailand, Malaysia, Singapore, Indonesia and Vietnam.
- EMEA expansion
This CGU includes Brazil, Mexico, the Arab Emirates, Morocco, Turkey, Greece, India, Egypt, Romania, Colombia, Cyprus and Chile, among others.
It includes relatively small legal entities with little structure (apart from the business structure) where the Sales and Purchasing Policies, and financial and risk management are jointly carried out by an area manager who allocates resources and decides on the policies to be applied in each of these countries and/or legal entities. Area managers and the sales and purchasing policies and financial and risk management are separate from those in Europe.
- SIBO Fluidra Netherlands B.V.
This CGU is a legal entity with no groups of smaller assets that generate separate cash flows. Although this entity is part of the European level, it is a separate CGU as it is managed independently.
This entity is increasingly integrated into the European network, but a significant portion of its sales centre on natural pools, unlike the rest of Fluidra's European distribution network, which is why it has remained a separate CGU up until now.
- Certikin International, LTD
This CGU is a legal entity with no groups of smaller assets that generate separate cash flows. Although this entity is part of the European level, it is a separate CGU as it is managed independently.
In this entity, products are marketed by third parties and sold under the Certikin brand, unlike the other entities in the European CGU, where the product is manufactured by the Group and is generally marketed under the AstralPool and/or Zodiac brand. Brexit has heightened the idiosyncrasies of the UK market, which must be managed differently from the rest of Europe.
- Pooltrackr Pty, LTD
This CGU is a legal entity with no group of smaller assets that generate separate cash flows. Although this entity is part of the Asia-Pacific level, it is a separate CGU as it is managed independently.
This company develops and markets a software platform that streamlines operations and control activities of pool and spa sales and services professionals. The other companies in the Asia-Pacific CGU essentially market/manufacture pool accessories and products.
The Group has allocated goodwill to its CGUs in accordance with IAS 36, where a CGU is defined as a smaller identifiable group of assets which generates cash inflows that are largely independent of those from other assets or groups of assets.
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A breakdown of goodwill allocated by CGU at 31 December 2025 and 31 December 2024 is as follows:
| Thousands of euros | Segment | 31/12/2025 | 31/12/2024 |
|---|---|---|---|
| North America | North America | 632,111 | 714,860 |
| Europe | EMEA | 329,769 | 326,440 |
| Operations | Operations | 186,562 | 186,562 |
| Asia - Pacific | APAC | 67,913 | 67,612 |
| EMEA expansion | EMEA | 39,921 | 39,926 |
| SIBO Fluidra Netherlands B.V. | EMEA | 5,048 | 5,048 |
| Certikin International, LTD | EMEA | 3,382 | 3,537 |
| Pooltrackr Pty, LTD | APAC | 3,840 | — |
| Total | 1,268,546 | 1,343,985 |
Movement in goodwill is essentially due to the acquisition of BAC, Pooltrackr and Power Plastics (see note 5) and the currency translation differences arising on the goodwill denominated in foreign currency, chiefly as a result of fluctuations in US dollar exchange rates.
ii) Impairment
The recoverable amount of each CGU is determined based on the greater of fair value less disposal costs, calculated using a Level 3 methodology in line with the hierarchy established in IFRS 3, and continuing value in 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. The process for preparing the strategic plans of the CGUs considers the current market situation in the main geographical regions, analysing the macroeconomic and competitive environments, as well as the CGU's position in those environments and the opportunities for growth. The key factors of business evolution are mainly the evolution of the pool stock existing in each market for the maintenance business and the evolution of the manufacture of new pools. Additionally, potential operating efficiencies due to growth and cost improvement plans are considered. Said projections and estimates are consistent with those that would be made by a market participant.
From the last year, cash flow projections are calculated using a growth rate in perpetuity in accordance with each market. The growth rates applied are detailed in the section below.
The perpetual adjusted EBITDA margin is based on the long-term profitability that is estimated likely to be sustained for each CGU, generally in line with those of the last projected year.
The perpetual growth rate has been calculated taking into account long-term CPI estimates from market sources, weighted by the importance of sales in the main countries in which each CGU operates and considering the possible depreciation of the main currencies against the euro, if applicable.
The discount rates applied to the cash flow projections used for the CGUs relate to the Weighted Average Cost of Capital (WACC) and have been calculated using the well-known Capital Assets Pricing Model (CAPM). The parameters considered include risk-free rates (sovereign bond yields), industry beta coefficients, equity market risk premiums, finance market leverage, the cost of debt and tax rates in the different markets each CGU operates in, all weighted by the importance of each market within it. The discount rates applied before and after tax are detailed in the following section.
For the impairment test, the right-of-use assets arising as a result of IFRS16 have been taken into account in the carrying amount of each CGU's net assets, adjusting the cash flows and discount rates accordingly.
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iii) Quantitative assumptions
The quantitative assumptions used for the year ended 31 December 2025 are shown in the accompanying table:
| CGU | Sales CAGR(*) | Adjusted EBITDA CAGR(*) | g(**) | WACC(***) | WACC(***) |
|---|---|---|---|---|---|
| 2026-2030 | 2026-2030 | 2025 | 2025 | ||
| North America | 6.02% | 4.98% | 2.17% | 8.96% | 11.88% |
| Europe | 5.29% | 8.46% | 1.97% | 9.37% | 11.85% |
| Operations | 4.39% | 26.16% | 1.92% | 9.19% | 11.58% |
| Asia - Pacific | 5.58% | 3.87% | 2.40% | 10.05% | 13.69% |
| EMEA expansion | 8.24% | 3.99% | 2.95% | 13.34% | 16.65% |
| SIBO Fluidra Netherlands B.V. | 8.05% | 7.55% | 2.02% | 8.82% | 11.72% |
| Certikin International, LTD | 8.03% | 10.01% | 1.94% | 9.34% | 11.74% |
() CAGR is the term used to represent the compound annual growth rate of the five-year periods used.
() Perpetual growth rate.
() After-tax discount rate.
$(^{})$ Before-tax discount rate.
The quantitative assumptions used for the year ended 31 December 2024 are shown in the accompanying table:
| CGU | Sales CAGR(*) | Adjusted EBITDA CAGR(*) | g(**) | WACC(***) | WACC(***) |
|---|---|---|---|---|---|
| 2025-2029 | 2025-2029 | 2024 | 2024 | ||
| North America | 6.58% | 8.60% | 2.25% | 8.50% | 11.17% |
| Europe | 5.64% | 9.52% | 1.92% | 9.02% | 11.33% |
| Operations | 5.65% | 10.32% | 1.96% | 8.85% | 11.57% |
| Asia - Pacific | 8.40% | 11.03% | 2.49% | 9.60% | 12.74% |
| EMEA expansion | 5.75% | 8.37% | 2.99% | 12.94% | 15.78% |
| SIBO Fluidra Netherlands B.V. | 6.17% | 10.80% | 2.00% | 8.21% | 10.76% |
| Certikin International, LTD | 5.65% | 9.21% | 1.96% | 8.87% | 11.25% |
() CAGR is the term used to represent the compound annual growth rate of the five-year periods used.
$(^{})$ Perpetual growth rate.
$(^{})$ After-tax discount rate.
$(^{*})$ Before-tax discount rate.
iv) Quantitative assumptions and sensitivity analysis
At 31 December 2025, the business environment is marked by greater competition in several regions, a more complex environment in North America due to industry price tariffs and the entry of Asian competitors in key categories and weaker demand in South Africa in the APAC segment. Following the success of the streamlining programme, efficiency programmes are expected to help, but at a somewhat slower pace. The company also plans to invest in IT, R&D and systems to digitise its product offering. These elements have been included in the strategic plans and projections used in the 2025 impairment test.
Below is an explanation of the changes to the assumptions used in the impairment test on goodwill and other non-current assets at 31 December 2025 compared with the forecasts taken into consideration the previous year, and the business variables subject to a sensitivity analysis, with details of the impacts on the main CGUs.
North America
| Sales CAGR | Adjusted EBITDA CAGR | |
|---|---|---|
| 2026-2030 | 6.02% | 4.98% |
| 2025-2029 | 6.58% | 8.60% |
Performance in 2025 was slightly below the forecasts used in the previous year's test. This was essentially the result of increased competition and an environment under pressure from tariffs. Furthermore, the gross margin was lower than the expected 2024 forecast, reflecting the impact of tariffs. Although tariffs were offset in absolute terms by price rises, they have had an impact on margins in percentage terms and somewhat of a negative impact on the product mix.
The forecast sales CAGR is backed up by a price increase of around $2\%$ , a $2\%$ increase in volume and a market share increase of $3\%$ .
Sensitivity analyses take into account a scenario of more moderate volumes, a steady adjusted EBITDA margin and more gradual improvements in the long-term.
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Europe
| Sales CAGR | Adjusted EBITDA CAGR | |
|---|---|---|
| 2026-2030 | 5.29% | 8.46% |
| 2025-2029 | 5.64% | 9.52% |
Sales in 2025 are slightly down on the forecasts in the prior year's impairment test and gross margins are also below the estimates included in the 2024 forecast. These differences reflect a scenario that is more competitive than initially forecast, particularly in markets where there are price pressures in some product groups, such as robots and chemicals.
In terms of margins, adjusted EBITDA is below 2024 estimates, reflecting more conservative assumptions aligned with the business' actual performance. Sensitivity analyses take into account drops in market share and volumes in those markets where Fluidra is already leader, thus adjusting long-term growth expectations.
The forecast sales CAGR is based on a price increase of $2\%$ , a $2\%$ increase in volume and a market share increase of $3\%$ .
The sensitivity analysis lowers the sales figures, with market share and expected sales volumes in European markets where Fluidra is already the leader.
Operations
| Sales CAGR | Adjusted EBITDA CAGR | |
|---|---|---|
| 2026-2030 | 4.39% | 26.16% |
| 2025-2029 | 5.65% | 10.32% |
As a result of developments in Europe, sales transactions are growing at a lower rate than expected sales in the 2024 impairment test.
Significant adjusted EBITDA margin growth in 2026-2030 is due mainly to the improvements and cost optimisation programmes implemented in prior years being fully centralised. These initiatives have a greater structural impact on the Operations CGU, as this unit combines the efficiencies of standardised processes, consolidated activities and lower cost bases. As a result, expected profitability in 2026-2030 reflects substantial operational leverage, enabling EBITDA growth to exceed the previous cycle's predictions, even in a scenario where sales growth is more moderate.
Sales forecasts and the sensitivity analysis are in line with those of the Europe CGU.
The aforementioned improvement plans have had an impact on the improved adjusted EBITDA margin. The sensitivity analysis has taken into account lower investment levels.
Asia - Pacific
| Sales CAGR | Adjusted EBITDA CAGR | |
|---|---|---|
| 2026-2030 | 5.58% | 3.87% |
| 2025-2029 | 8.40% | 11.03% |
Sales growth in 2025 is below forecasts from the previous year's test, due essentially to lower volumes as a result of less demand in South Africa and the disruption caused by the entry of Asian competitors in certain, strategically important categories.
The adjusted EBITDA margin is also lower than the 2024 estimate, stabilising at around $17\%$ , which is below historic levels.
The sales CAGR forecast is based on a $2\%$ price increase, a $2\%$ volume increase and a $3\%$ market share increase.
The sensitivity analyses lower both sales and gross margin growth, taking into account a smaller market share increase, lower volumes and more modest improvements in fixed cost leverage.
Possible changes to the aforementioned assumptions used, impacting on sales CAGR and adjusted EBITDA, do not result in any impairment whatsoever in any of the CGUs. In addition, an illustrative and standardised sensitivity analysis for all CGUs using a decrease of 100 basis points in the perpetual adjusted EBITDA margin has been included at the end of this note.
In terms of the changes to perpetual growth rates (g), estimates of the sources used do not reflect significant changes in 2025 compared to 2024. Only Europe shows a more noticeable increase.
Lastly, changes to WACC (Weighted Average Cost of Capital) in 2025 indicate a slight variation on 2024, given generalised growth in risk-free rates, increases in the industry's beta coefficient and tax rate rises in the North America, Europe, Expansion and Sibo CGUs. The increase in WACC represents a greater change in the risk-free rate (0.3% higher in 2025) in the Sibo CGU.
v) Climate risks
The physical risks linked to climate change across our value chain are identified as part of the Corporate Risk Map, in accordance with the Group's Global Risk Management Policy. Advanced tools, such as Munich Re, are used for this analysis and it is aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), ensuring an exhaustive assessment of vulnerability in our current and future operations in relation to adverse weather events.
Physical risks
Eleven potential risks in our value chain have been identified and assessed. Ten of these are severe (extreme weather phenomena) and one is chronic (long-term weather trends).
The analysis shows that there are no extreme hazards at the Group's facilities in terms of the severe physical risks, although some factories are in areas of high risk. The greatest potential financial impact comes from the risk of flooding. The estimated cost for the Company's 96 main assets could reach €1.6 million in terms of damage and operational losses.
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The most significant chronic physical risk is sustained temperature increases, which could impact on demand for products and services, and on operating costs and the availability of essential resources. This risk has not yet been quantified, but the Group is currently assessing it.
Transition risks
The transition risk with the greatest potential financial impact is the stigmatisation of using water for swimming-pools in regions where there are severe water shortages. In a situation where restrictions are stepped up:
It is estimated that this risk could have an impact of up to €200 million on sales figures.
This situation is currently thought to be remote, but it could be likely in 2030 and highly likely in 2050.
To sum up, despite the existence of these risks, they are generally considered irrelevant according to our risk policy, as the Company has strategies to mitigate and adapt to them and this reduces their impact significantly. We continue to actively monitor these factors to ensure our operations and value chain are resilient.
vi) Illustrative sensitivity analysis
Although reasonably possible variations do not imply impairment and do not need to be disclosed in accordance with IFRS 36.134 f), the Group performs a sensitivity analysis using illustrative changes to the main assumptions considered in this calculation. These illustrative changes are considered prudent and are consistent over time.
Below are the illustrative changes:
- Decrease of 100 basis points in the perpetual adjusted EBITDA margin (adjusted EBITDA).
- Perpetual growth rate - Decrease of $0.5\%$ (g).
Discount rate - Increase of $1.5\%$ (WACC).
The quantitative result of these variations on the model, shown as a percentage of surplus/shortfall over the carrying amount of the net assets, including goodwill, at 31 December 2025 and 2024, is as follows:
| CGU | Adjusted EBITDA | g | WACC |
|---|---|---|---|
| North America | >100% | >100% | >100% |
| Europe | >100% | >100% | >100% |
| Operations | >100% | >100% | >100% |
| Asia - Pacific | >100% | >100% | >100% |
| EMEA expansion | >100% | >100% | >100% |
| SIBO Fluidra Netherlands B.V. | >100% | >100% | >100% |
| Certikin International, LTD | >100% | >100% | >100% |
It is deemed that none of the aforementioned variations to the key assumptions in the measurement model would imply the need to recognise a goodwill impairment at 31 December 2025.
The Group's market capitalization at 31 December 2025 amounts to €4,450 million (€4,519 million at 31 December 2024).
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9. RIGHT-OF-USE ASSETS
Details of and movement in right-of use assets during the year ended 31 December 2025 and 2024 are as follows:
| Thousands of euros | Balances at 31/12/24 | Business combinations | Additions | Disposals | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/25 |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Land and buildings | 265,196 | 261 | 47,952 | (15,607) | — | 450 | (13,246) | 285,006 |
| Plant and machinery | 9,173 | — | 2,267 | (839) | — | — | (101) | 10,500 |
| Other installations, tools and furniture | 3,238 | — | 858 | (298) | — | — | (1) | 3,797 |
| Other PPE | 15,800 | — | 5,392 | (3,558) | — | — | (214) | 17,420 |
| 293,407 | 261 | 56,469 | (20,302) | — | 450 | (13,562) | 316,723 | |
| Accumulated depreciation | ||||||||
| Buildings | (119,336) | — | (39,278) | 15,603 | — | (450) | 5,831 | (137,630) |
| Plant and machinery | (3,421) | — | (2,107) | 800 | — | — | 32 | (4,696) |
| Other installations, tools and furniture | (1,725) | — | (681) | 298 | — | — | 2 | (2,106) |
| Other PPE | (7,547) | — | (4,997) | 3,498 | — | — | 96 | (8,950) |
| (132,029) | — | (47,063) | 20,199 | — | (450) | 5,961 | (153,382) | |
| Carrying amount | 161,378 | 261 | 9,406 | (103) | — | — | (7,601) | 163,341 |
| Thousands of euros | Balances at 31/12/23 | Business combinations | Additions | Disposals | Impairment | Transfers | Exchange gains / (losses) | Balances at 31/12/24 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | ||||||||
| Land and buildings | 254,880 | 244 | 24,813 | (19,294) | — | (24) | 4,577 | 265,196 |
| Plant and machinery | 7,764 | — | 2,844 | (1,321) | — | (78) | (36) | 9,173 |
| Other installations, tools and furniture | 3,040 | — | 266 | (78) | — | — | 10 | 3,238 |
| Other PPE | 13,774 | — | 4,913 | (2,849) | — | 93 | (131) | 15,800 |
| 279,458 | 244 | 32,836 | (23,542) | — | (9) | 4,420 | 293,407 | |
| Accumulated depreciation | ||||||||
| Buildings | (89,203) | — | (38,040) | 9,604 | — | (92) | (1,605) | (119,336) |
| Plant and machinery | (2,878) | — | (1,817) | 1,318 | — | (118) | 74 | (3,421) |
| Other installations, tools and furniture | (1,153) | — | (646) | 78 | — | — | (4) | (1,725) |
| Other PPE | (6,450) | — | (4,292) | 3,008 | — | 146 | 41 | (7,547) |
| (99,684) | — | (44,795) | 14,008 | — | (64) | (1,494) | (132,029) | |
| Carrying amount | 179,774 | 244 | (11,959) | (9,534) | — | (73) | 2,926 | 161,378 |
At 31 December 2025 and 2024, items of note in the right-of-use heading are the leases on the headquarters in Keysborough, Australia, two logistics warehouses in the USA, a logistics warehouse in France and a factory in China. These contracts mature from 2027 to 2033 and do not include renewal options.
Additions to right-of-use assets for the year ended 31 December 2025 mainly relate to the leasing of new logistics warehouses in France, Austria and Italy.
Additions to right-of-use assets in the year ended 31 December 2024 related essentially to the leasing of a new logistics warehouse and a new factory in Spain, and a logistics warehouse in France.
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10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Movement in investments accounted for using the equity method is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Balances at 1 January | 819 | 830 |
| Share in profit/(loss) | 37 | 1 |
| Dividends received | (4) | (128) |
| Additions/ Inclusions | 85,396 | 120 |
| Disposals | (390) | — |
| Exchange gains/(losses) | (84) | (4) |
| Balance at 31 December | 85,774 | 819 |
On 23 December 2025, a $27\%$ interest was acquired in the share capital of Aiper Inc (Aiper Group), leader in wireless, technological pool-cleaning solutions. This acquisition consolidates the strategic alliance between the two companies, a partnership designed to transform the pool-cleaning robot market. Subsequently, if the Aiper Group meets certain volume and profitability targets, Fluidra will expand this stake until it becomes a majority shareholder. The cost of the initial interest required an outlay of USD 100 million, offset by the USD 25 million loan granted to the Aiper Group on 25 April 2025, accruing interest at market rates.
A breakdown of the consideration paid, of the fair value of the net assets acquired and goodwill relating to the investment is as follows:
| Thousands of euros | |
|---|---|
| Cost of investment in Aiper Inc | 85,396 |
| Share in fair value of net assets acquired | 10,976 |
| Goodwill | 74,420 |
The fair value of net assets acquired calculation is not final.
The breakdown of investments accounted for using the equity method for the years ended 31 December 2025 and 2024 is as follows:
| Country | 2025 | 2024 | |
|---|---|---|---|
| % of shareholding | % of shareholding | ||
| Aiper Inc | Cayman islands | 27 | — |
| Astral Nigeria, LTD | Nigeria | 25 | 25 |
| Blue Factory, S.R.L. | Italy | 17 | 17 |
| Aspire Polymers, Pty Ltd. | Australia | — | 50 |
The financial position of investments accounted for using the equity method, which in 2025 essentially relates to the Aiper Group, is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Non-current assets | 19,402 | 359 |
| Current assets | 90,115 | 1,554 |
| Non-current liabilities | 4,812 | 142 |
| Current liabilities | 62,509 | 520 |
| Equity | 42,196 | 1,251 |
| Share in equity | 11,354 | 314 |
| Goodwill | 74,420 | 505 |
| Investment accounted for using the equity method | 85,774 | 819 |
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11. CURRENT AND NON-CURRENT FINANCIAL ASSETS
The breakdown of other current and non-current financial assets is as follows:
| Notes | Thousands of euros | ||
|---|---|---|---|
| 2025 | 2024 | ||
| Financial assets at fair value through profit or loss | 2,520 | 516 | |
| Deposits and guarantees | 5,692 | 4,187 | |
| Derivative financial instruments | 12 | — | 19,775 |
| Total non-current | 8,212 | 24,478 | |
| Deposits and guarantees | 4,140 | 1,660 | |
| Derivative financial instruments | 12 | 4,602 | 75 |
| Total current | 8,742 | 1,735 |
The Deposits and guarantees caption mainly includes time deposits that earn market interest rates and are classified in the "Loans and receivables" caption, as well as deposits and guarantees given as a result of rental contracts.
These are measured following the criteria established for financial assets in note 3. The difference between the amount paid and fair value is recognised in the income statement as a prepayment over the lease term.
The fair value of quoted securities is determined based on their price at the reporting date of the consolidated annual accounts.
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12. DERIVATIVE FINANCIAL INSTRUMENTS
Details of derivative financial instruments are as follows:
| 2025 | |||||
|---|---|---|---|---|---|
| Notional Amount | Thousands of euros | ||||
| Fair values | |||||
| Assets | Liabilities | ||||
| Non-current | Current | Non current | Current | ||
| 1) Derivatives held for trading | |||||
| a) Exchange rate derivatives | |||||
| Foreign currency contracts | 29,607 | — | 17 | — | 82 |
| Total derivatives traded on over-the-counter markets | — | 17 | — | 82 | |
| Total derivatives held for trading | — | 17 | — | 82 | |
| 2) Hedging derivatives | |||||
| a) Cash flow hedges | |||||
| Interest rate swaps | 860,638 | — | 4,585 | — | — |
| Total hedging derivatives | — | 4,585 | — | — | |
| Total recognised derivatives | — | 4,602 | — | 82 | |
| (Note 11) | |||||
| 2024 | |||||
| Notional Amount | Thousands of euros | ||||
| Fair values | |||||
| Assets | Liabilities | ||||
| Non-current | Current | Non current | Current | ||
| 1) Derivatives held for trading | |||||
| a) Exchange rate derivatives | |||||
| Foreign currency contracts | 12,315 | — | 75 | — | 77 |
| Total derivatives traded on over-the-counter markets | — | 75 | — | 77 | |
| Total derivatives held for trading | — | 75 | — | 77 | |
| 2) Hedging derivatives | |||||
| a) Cash flow hedges | |||||
| Interest rate swaps | 927,534 | 19,775 | — | — | — |
| Total hedging derivatives | 19,775 | — | — | — | |
| Total recognised derivatives | 19,775 | 75 | — | 77 | |
| (Note 11) | (Note 11) |
The overall change in fair value of derivatives held for trading, which has been estimated using measurement techniques, has been recognised in profit/(loss) and amounts to a loss of €60 thousand (a loss of €35 thousand in 2024).
The overall change in fair value of hedging derivatives, which has been estimated using measurement techniques and has been recognised in consolidated equity, as it has been considered an effective hedge, has resulted in an increase of €2,602 thousand (an increase of €15,832 thousand in 2024).
The cash flow hedge total transferred during the year ended 31 December 2025 from other comprehensive income in equity to the consolidated income statement (under financial result) is a profit of €14,245 thousand (a profit of €25.264 thousand in 2024).
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a) INTEREST RATE SWAPS
The Group uses interest rate swaps at a floating interest rate without knock-out barriers, with fixed rate values ranging from $2.205\%$ to $1.385\%$ in the years ended 31 December 2025 and 2024. These derivatives are used to manage exposure to fluctuations in the interest rates mainly of bank loans.
Hedging derivatives 31/12/2025
| Notional amount in thousands of euros | Start date | End date | Type of derivative |
|---|---|---|---|
| 119,149 | 23/2/2022 | 30/6/2026 | Fixed swap with 0,5% floor |
| 391,489 | 23/2/2022 | 30/6/2026 | Fixed swap with 0,5% floor |
| 90,000 | 30/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 70,000 | 30/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 100,000 | 31/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 90,000 | 31/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 860,638 |
Hedging derivatives 31/12/2024
| Notional amount in thousands of euros | Start date | End date | Type of derivative |
|---|---|---|---|
| 134,758 | 23/2/2022 | 30/6/2026 | Fixed swap with 0.5% floor |
| 442,776 | 23/2/2022 | 30/6/2026 | Fixed swap with 0.5% floor |
| 90,000 | 30/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 70,000 | 30/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 100,000 | 31/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 90,000 | 31/3/2022 | 30/6/2026 | Fixed swap with 0 floor |
| 927,534 |
The breakdown, by notional amount and residual maturity term, of the swaps prevailing at year end is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Under one year | 860,638 | — |
| Between one and five years | — | 927,534 |
| 860,638 | 927,534 |
Since derivatives are not traded on organised markets, the fair value of swaps is calculated using the discounted value of expected cash flows due to the spread in rates, based on observable market conditions at the date of measurement (corresponding to the level 2 measurement method in accordance with IFRS 13).
b) EXCHANGE RATE DERIVATIVES
To manage exchange rate risk in future firm sales and purchases, the Group has arranged option contracts and currency forwards in the main markets in which it operates. The breakdown, by type of foreign currency, of the notional amounts of exchange rate derivatives at 31 December 2025 and 2024, is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| EUR / USD | 7,234 | — |
| CHF / EUR | 1,952 | — |
| CZK / EUR | 1,140 | — |
| GBP / EUR | 8,575 | 10,775 |
| USD / ZAR | — | 1,540 |
| SEK / EUR | 1,606 | — |
| PLN / EUR | 1,200 | — |
| AUD / EUR | 7,400 | — |
| HUF / EUR | 500 | — |
| 29,607 | 12,315 |
At 31 December 2025 and 2024, all foreign exchange derivatives are held for trading, with no hedging derivatives at that date.
The breakdown, by notional amount and residual maturity term, of the exchange rate derivatives is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Under one year | 29,607 | 12,315 |
| 29,607 | 12,315 |
The fair value of these derivatives has been estimated using the discounted cash flow method based on forward exchange rates available in public databases at the reporting date (corresponding to the level 2 measurement method in accordance with IFRS 13).
The gains and losses from measuring and settling these contracts are taken to finance costs for the year.
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13. INVENTORIES
Details of inventories are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Goods, finished products and work in progress | 270,761 | 278,922 |
| Raw materials and other consumables | 166,408 | 187,336 |
| 437,169 | 466,258 |
At 31 December 2025 and 2024, there are no inventories with a recovery period greater than 12 months from the date of the consolidated statements of financial position.
As a result of the business combinations carried out during the year ended 31 December 2025, inventories amounting to $2,406 thousand ($3,366 thousand in 2024) have been added.
Consolidated Group companies have taken out several insurance policies to cover the risks to which their inventories are exposed. The coverage of these policies is considered sufficient.
There are no significant commitments to purchase or sell goods.
During the year ended 31 December 2025, the Group has recorded reversals in inventories amounting to $4,391 thousand to adjust them to their carrying amounts (reversals of $69 thousand in 2024) (see Note 21).
Movement in inventory provisions for 2025 and 2024 is as follows:
| Thousands of euros | |
|---|---|
| Balance at 31 December 2023 | 36,777 |
| Business combinations | 723 |
| Reversals for the year | (69) |
| Exchange gains / (losses) | 1,088 |
| Write-offs / Transfers | 700 |
| Balance at 31 December 2024 | 39,219 |
| Business combinations | 410 |
| Reversals for the year | (4,391) |
| Exchange gains / (losses) | (2,475) |
| Write-offs / Transfers | 1,570 |
| Balance at 31 December 2025 | 34,333 |
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14. TRADE AND OTHER RECEIVABLES
A breakdown of this caption in the consolidated statement of financial position is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Non-current | ||
| Other non-current receivables | 315 | 2,115 |
| Total non-current | 315 | 2,115 |
| Current | ||
| Trade receivables for sales and services | 227,977 | 226,462 |
| Other receivables and advance payments | 25,654 | 33,428 |
| Public entities | 15,558 | 16,589 |
| Current income tax assets | 10,588 | 33,850 |
| Provisions for impairment and bad debts | (17,512) | (19,268) |
| Total current | 262,265 | 291,061 |
The fair value of trade and other receivables does not significantly differ from carrying amount.
The most significant balances in currencies other than the euro at 31 December 2025 and 2024 are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| US dollar | 85,370 | 88,856 |
| Australian dollar | 29,543 | 30,503 |
| Pounds sterling | 7,870 | 7,557 |
| Arab Emirate dirham | 7,637 | 7,430 |
| South African rand | 7,338 | 7,645 |
| Chinese renminbi | 4,876 | 4,860 |
| Canadian dollar | 3,619 | 5,045 |
| 146,253 | 151,896 |
Receivables from public entities mostly relate to VAT balances receivable.
Movement in impairment and bad debts for 2025 and 2024 is as follows:
| Thousands of euros | |
|---|---|
| Balance at 31 December 2023 | 21,229 |
| Business combinations | 856 |
| Charges for the year | 4,108 |
| Recoveries | (4,480) |
| Exchange gains / (losses) | 135 |
| Transfers to assets held for sale | 110 |
| Write-offs | (2,690) |
| Balance at 31 December 2024 | 19,268 |
| Business combinations | 103 |
| Charges for the year | 3,968 |
| Recoveries | (4,547) |
| Exchange gains / (losses) | (564) |
| Transfers from assets held for sale | — |
| Write-offs | (716) |
| Balance at 31 December 2025 | 17,512 |
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15. EQUITY
The breakdown of and movements in consolidated equity are shown in the consolidated statement of changes in equity.
a) SUBSCRIBED 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 subscribed. The shares are represented by book entries and are established as such by being recorded in the corresponding accounting record. All 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:
% OF SHAREHOLDING
| 31/12/2025 | 31/12/2024 | |
|---|---|---|
| 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% |
| Otros accionistas | 42.80% | 41.59% |
| 100.00% | 100.00% |
b) SHARE PREMIUM
This reserve can be freely distributed, except for what is mentioned in the section on Dividends and limitations on the distribution of dividends in this note.
c) LEGAL RESERVE
Pursuant to article 274 of the consolidated text 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 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.
d) PARENT COMPANY SHARES
Movement in treasury shares during 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) | (22.3445) |
| 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.
e) RECOGNISED INCOME AND EXPENSE
This caption mainly includes the currency translation differences and gains and losses on the measurement at fair value of the hedging instrument that corresponds to the portion identified as an efficient hedge, net of the tax effect, if applicable.
During the years ended 2025 and 2024, translation differences have changed significantly due to the effect of US dollar denominated businesses.
f) DIVIDENDS AND LIMITATIONS ON THE DISTRIBUTION OF DIVIDENDS
The Parent company's share premium and profit/(loss) for the year are freely available, but are subject to the legal limitations on their distribution contained in article 273 of the rewritten text of the Spanish Companies Act of Royal Decree 1/2010 of 2 July.
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The proposed distribution of profit/(loss) included in the Parent company's annual accounts for the years 2025 and 2024 is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Basis of allocation: | ||
| Profit / (loss) for the year | 167,307 | 144,211 |
| Distribution: | ||
| To voluntary reserves | 43,878 | 30,305 |
| To interim dividend | 123,429 | 113,906 |
| To prior year's losses | — | |
| Total | 167,307 | 144,211 |
The board of directors of Fluidra, S.A. shall propose a dividend of €0.65 per share to the general shareholders' meeting, charged to profit/(loss).
g] CAPITAL MANAGEMENT
The objectives of the Group's capital management are to ensure that it maintains the ability to continue as a going concern so that it can provide returns to shareholders and benefit other stakeholders, and to maintain an optimal capital structure in order to reduce its cost of capital.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, issue shares and sell assets in order to reduce debt.
Fluidra, S.A. controls its capital structure based on total leverage and net debt to adjusted EBITDA ratios (see Note 4).
- The total leverage ratio is calculated as total assets divided by total equity.
- The net debt (ND) to adjusted EBITDA ratio is calculated as net debt divided by adjusted EBITDA. Net debt is calculated as total current and non-current bank borrowings, and other current and non-current marketable securities, lease liabilities and derivative financial liabilities less non-current financial assets, less cash and cash equivalents, less other current financial assets, less derivative financial assets.
In the year ended 31 December 2025, the strategy, which has remained unchanged over prior years, was to keep the total leverage ratio and the net debt to adjusted EBITDA ratio between 2 and 2.5. The ratios for 2025 and 2024 have been determined as follows:
Total leverage ratio:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Total consolidated assets | 3,414,404 | 3,637,307 |
| Total consolidated equity | 1,600,571 | 1,657,194 |
| Total leverage ratio | 2.13 | 2.19 |
Net debt / adjusted EBITDA ratio:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Bank borrowings | 1,041,601 | 1,135,923 |
| Plus: Lease liabilities | 182,507 | 184,007 |
| Plus: Derivative financial instruments | 82 | 77 |
| Less: Cash and cash equivalents | (120,654) | (162,213) |
| Less: Non-current financial assets | (8,212) | (4,703) |
| Less: Other current financial assets | (4,140) | (1,660) |
| Less: Derivative financial instruments | (4,602) | (19,850) |
| Net debt | 1,086,582 | 1,131,581 |
| Adjusted EBITDA (1) | 501,102 | 477,384 |
| % net debt / adjusted EBITDA | 2.17 | 2.37 |
(1) As well as the financial information prepared under IFRS-ELI, Fluidra also prepares alternative performance measures (APMs), as defined in the guidelines issued by the European Markets and Securities Authority (ESMA). For further information about definitions, relevance of use and the reconciliation of APMs, go to: Alternative performance measures - 2025.
h] NON CONTROLLING INTERESTS
There have been no changes to the % of shareholding of non-controlling interests in the year ended 31 December 2025.
There are no significant restrictions on the Group's capacity to act on the assets of non-controlling interests.
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Details of the most significant non-controlling interests at 31 December 2025 and 31 December 2024 are as follows:
| Country | % of shareholding | 2025 | |||||
|---|---|---|---|---|---|---|---|
| Thousands of euros | |||||||
| Assets | Liabilities | Equity | Income | Profit/(loss) | |||
| Fluidra Balkans JSC | Bulgaria | 38.84 | 2,832 | 2,041 | 791 | 7,934 | 1,171 |
| Fluidra Kazakhstan Limited Liability Company | Republic of Kazakhstan | 30.00 | 572 | 227 | 345 | 1,447 | 98 |
| Fluidra Tr Su Ve Havuz Ekipmanlari AS | Turkey | 49.00 | 3,744 | 2,174 | 1,570 | 5,431 | (167) |
| Ningbo Dongchuan Swimming Pool Equipments Co, LTD | China | 30.00 | 7,260 | 4,377 | 2,883 | 7,697 | 604 |
| Country | % of shareholding | 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Thousands of euros | |||||||
| Assets | Liabilities | Equity | Income | Profit/(loss) | |||
| Fluidra Balkans JSC | Bulgaria | 38.84 | 2,692 | 1,031 | 1,661 | 6,450 | 1,073 |
| Fluidra Kazakhstan Limited Liability Company | Republic of Kazakhstan | 30.00 | 910 | 476 | 434 | 1,092 | 78 |
| Fluidra Tr Su Ve Havuz Ekipmanlari AS | Turkey | 49.00 | 3,997 | 1,343 | 2,654 | 5,120 | 897 |
| Ningbo Dongchuan Swimming Pool Equipments Co, LTD | China | 30.00 | 8,524 | 5,283 | 3,241 | 8,165 | 854 |
The figures indicated above correspond to the $\%$ of shareholding of each company.
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16. EARNINGS/(LOSSES) PER SHARE
a) BASIC EARNINGS
Basic earnings/(losses) per share are calculated by dividing consolidated profit/(loss) for the year attributable to equity holders of the Parent by the weighted average number of ordinary shares outstanding during the years ended 31 December 2025 and 2024, excluding treasury shares.
A breakdown of the basic earnings per share calculation is as follows:
| 31/12/2025 | 31/12/2024 | |
|---|---|---|
| Profit for the period attributable to equity holders of the Parent (thousands of euros) | 176,026 | 138,068 |
| Weighted average number of ordinary shares outstanding | 189,863,583 | 189,833,227 |
| Basic earnings per share from continuing operations (euros) | 0.92712 | 0.72731 |
Profit/(loss) for the year corresponds to the profit/(loss) for the year attributable to equity holders of the Parent.
The weighted average number of ordinary shares outstanding during the year was calculated as follows:
| Number of shares | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Ordinary shares outstanding at 1 January | 192,129,070 | 192,129,070 |
| Effect of changes in treasury shares | (2,265,487) | (2,295,843) |
| Weighted average number of ordinary shares outstanding at 31 December | 189,863,583 | 189,833,227 |
b) DILUTED EARNINGS
Diluted earnings/(losses) per share are calculated by adjusting profit/(loss) for the year attributable to equity holders of the Parent and the weighted average number of ordinary shares outstanding for all dilutive effects inherent to potential ordinary shares. Given that there are no potential ordinary shares, this calculation is not necessary.
No dilutive effect has been considered, as the shares arising from the long-term variable remuneration plans paid to executive directors and the management team of Fluidra, S.A. and of the investee companies that make up its consolidated Group (see note 28) will be paid out using treasury shares.
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17. PROVISIONS
A breakdown of other provisions is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Non-current | Current | Non-current | Current | |
| Warranties | — | 62,817 | — | 60,588 |
| Provisions for taxes | 308 | — | 668 | — |
| Provisions for obligations with employees | 9,426 | — | 9,978 | — |
| Litigation and other liabilities | 1,725 | — | 1,227 | — |
| Total | 11,459 | 62,817 | 11,873 | 60,588 |
The provisions caption includes, on one hand, current provisions for warranties provided to cover potential incidents related to the products sold by the Group and, on the other hand, non-current provisions that are described in the following three captions: Provisions for taxes to cover potential risks related to tax obligations in the countries in which the Group operates; Provisions for commitments to employees recorded in accordance with employment legislation in some countries in
which the Group operates in order to cover potential future employee compensation and benefits; and Provisions for litigation and other liabilities, which include provisions recorded by Group companies in connection with contingencies arisen as a result of their activities.
Movement during 2025 and 2024 is as follows:
| Warranties | Provisions for obligations with employees | Litigation and other liabilities | Provision for taxes | Total | |
|---|---|---|---|---|---|
| At 1 January 2024 | 50,791 | 9,332 | 2,033 | — | 62,156 |
| Business combinations | 544 | — | — | 200 | 744 |
| Allocations | 12,075 | 2,507 | 21 | — | 14,603 |
| Payments / disposals | (27) | (330) | (552) | — | (909) |
| Applications | (3,983) | (1,731) | (208) | — | (5,922) |
| Transfers | — | — | (35) | 468 | 433 |
| Exchange gains/(losses) | 1,188 | 200 | (32) | — | 1,356 |
| At 31 December 2024 | 60,588 | 9,978 | 1,227 | 668 | 72,461 |
| Business combinations | 642 | — | — | 103 | 745 |
| Allocations | 9,777 | 933 | 1,421 | 18 | 12,149 |
| Payments / disposals | (19) | (373) | (569) | — | (961) |
| Applications | (4,027) | (546) | (356) | (486) | (5,415) |
| Transfers | — | — | — | — | — |
| Exchange gains/(losses) | (4,144) | (566) | 2 | 5 | (4,703) |
| At 31 December 2025 | 62,817 | 9,426 | 1,725 | 308 | 74,276 |
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18. BANK BORROWINGS AND OTHER MARKETABLE SECURITIES
The breakdown of this caption in the consolidated statement of financial position is as follows:
| Thousands of Euros | ||
|---|---|---|
| 2025 | 2024 | |
| Non-current loan | 1,031,394 | 1,120,015 |
| Bank borrowings | — | 1,409 |
| Total non-current | 1,031,394 | 1,121,424 |
| Bank loans | 1,233 | 3,338 |
| Non-current borrowings (a portion of it with current maturity) | 8,974 | 9,922 |
| Bank borrowings | — | 1,129 |
| Líneas de descuento | — | 110 |
| Total corriente | 10,207 | 14,499 |
| Total bank borrowings and other marketable securities | 1,041,601 | 1,135,923 |
All the balances shown in the table above relate to the financial liabilities at amortised cost category.
On 27 January 2022, Fluidra signed a non-current loan with two tranches (EUR and USD) and a "revolving" credit facility. The terms of the non-current loans and the credit facilities are linked to environmental objectives.
The non-current loans consist of a USD 750 million tranche at Term SOFR (Secured Overnight Funding Rate), plus a spread of 200 basis points and a €450 million tranche at Euribor plus a spread of 225 basis points, maturing in January 2029. The multi-currency revolving credit facility is for €450 million and is valid until January 2027. The "revolving" credit facility spread is linked to the existing debt ratio and can be between $1.25\%$ and $2\%$ .
The Group is obliged to report to the lenders quarterly and there are certain standard limitations on increasing borrowings in loans and credit facilities of this kind. Furthermore, the "revolving" credit facility is subject to compliance with certain financial ratios based on the requirement to keep the financial debt/adjusted EBITDA ratio below 4.5 when the credit facility is drawn down more than $40\%$ .
The agreement that includes the non-current loans in both US dollars and euros and the revolving credit line is signed by the borrowers, Fluidra North America LLC (previously Zodiac Pool Solutions LLC), Fluidra Commercial S.A.U. (previously 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 (holding companies), who are jointly liable for the obligations of said agreement. The following Group companies also act as 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 established a collateral package on 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 to Fluidra, S.A.'s individual annual accounts includes details of the carrying amount and capital and reserves of the aforementioned shares that jointly and severally guarantee the long-term loan.
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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.
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 and for €200 million. There is no debt at 31 December 2025 or 31 December 2024.
No bilateral loans have been signed during the year ended 31 December 2025.
The most significant balances in currencies other than the euro at 31 December 2025 and 2024 are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2025 | 2024 | |
| US dollar | 624,359 | 711,380 |
| Australian dollar | 27 | 329 |
| South African rand | 16 | 9 |
| Pounds sterling | 8 | 1,691 |
| Other currencies | 4,229 | 7,153 |
| 628,639 | 720,562 |
The Group has the following credit and discounting facilities at 31 December 2025 and 2024:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Drawn down | Limit | Drawn down | Limit | |
| Credit facilities | 1,233 | 557,345 | 3,338 | 542,993 |
| Discounting facilities | — | 13,000 | 110 | 13,000 |
| 1,233 | 570,345 | 3,448 | 555,993 |
At 31 December 2025 and 2024, there are no mortgage-backed borrowings (see Note 6).
Non-current loans taken out with banks mature as follows:
| Maturity | Thousands of Euros | |
|---|---|---|
| 2025 | 2024 | |
| Under one year | 8,974 | 11,051 |
| 2 years | 9,627 | 10,371 |
| 3 years | 9,689 | 11,070 |
| 4 years | 1,012,078 | 10,431 |
| 5 years | — | 1,089,552 |
| 1,040,368 | 1,132,475 |
In 2025 and 2024, all of the Group's loans and facilities have variable rates with monthly and quarterly interest rate renewals.
The only difference between the fair value and the carrying amount of the financial assets and liabilities relates to non-current loans, the fair value of which is €1,049,676 thousand (versus a carrying amount of €1,040,368 thousand). This fair value is based on the secondary market quotation of these loans (hierarchy level 1). The other financial assets and liabilities show no significant differences between fair values and carrying amounts.
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Details of changes in liabilities for financing activities and in cash flows are as follows:
| Balances at 1/1/25 | Cash flows | Non-monetary changes | Balances at 31/12/25 | |||||
|---|---|---|---|---|---|---|---|---|
| Business combinations/Sale of companies | Accumulated interest | Exchange rate movement | New leases | Transfers | ||||
| Non-current borrowings | 1,129,937 | (11,129) | — | 1,985 | (80,425) | — | — | 1,040,368 |
| Non-current bank borrowings | 1,409 | (1,409) | — | — | — | — | — | — |
| Current bank borrowings | 1,129 | (1,145) | 16 | — | — | — | — | — |
| Current bank loans | 3,338 | (2,021) | (118) | — | — | — | 34 | 1,233 |
| Discounting facilities | 110 | (110) | — | — | — | — | — | — |
| 1,135,923 | (15,814) | (102) | 1,985 | (80,425) | — | 34 | 1,041,601 | |
| Lease liabilities | 184,007 | (48,562) | 157 | — | (9,564) | 56,469 | — | 182,507 |
| Cash and cash equivalents | 162,213 | (24,783) | 2,109 | — | (18,885) | — | — | 120,654 |
| Balances at 1/1/24 | Cash flows | Non-monetary changes | Balances at 31/12/24 | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Business combinations/Sale of companies | Accumulated interest | Exchange rate movement | New leases | Transfers/disposals | ||||
| Non-current borrowings | 1,097,846 | (11,439) | — | 1,759 | 41,771 | — | — | 1,129,937 |
| Non-current bank borrowings | — | — | 1,409 | — | — | — | — | 1,409 |
| Current bank borrowings | — | — | 1,129 | — | — | — | — | 1,129 |
| Current bank loans | 4,826 | (3,149) | 1,666 | — | — | — | (5) | 3,338 |
| Discounting facilities | — | — | 110 | — | — | — | — | 110 |
| Other marketable securities | 24,741 | (24,741) | — | — | — | — | — | — |
| 1,127,413 | (39,329) | 4,314 | 1,759 | 41,771 | — | (5) | 1,135,923 | |
| Lease liabilities | 199,066 | (43,906) | 244 | — | 4,230 | 32,836 | (8,463) | 184,007 |
| Cash and cash equivalents | 111,303 | 47,148 | 151 | — | 3,611 | — | — | 162,213 |
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19. TRADE AND OTHER PAYABLES
The breakdown of this caption in the consolidated statement of financial position is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Liabilities arisen in business acquisitions | 111 | 462 |
| Other | 1,233 | 1,498 |
| Total non-current | 1,344 | 1,960 |
| Trade payables for purchases and services | 225,079 | 265,180 |
| Other debt / Suppliers of fixed assets | 2,202 | 2,482 |
| Liabilities arisen in business acquisitions | 693 | 4,267 |
| Public entities | 29,637 | 29,871 |
| Current income tax liabilities | 29,637 | 31,189 |
| Remuneration payable | 54,129 | 57,956 |
| Total current | 341,377 | 390,945 |
At 31 December 2024, the Other debt/ suppliers of fixed assets heading includes €301 thousand arising from the purchase of Realco assets.
Trade and other payables includes €22,269 thousand subject to a supplier financing agreement (reverse factoring payment method). The payment terms do not differ significantly from creditors with other payment methods, allowing the supplier to anticipate collection of these amounts with the bank. The advance rate of suppliers subject to these agreements is around 55%.
The most significant balances in currencies other than the euro at 31 December 2025 and 2024 are as follows:
Debt from sales and services rendered:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| US dollar | 121,618 | 148,208 |
| Australian dollar | 24,976 | 30,104 |
| Chinese renminbi | 11,837 | 13,626 |
| South African rand | 8,309 | 10,077 |
| Pounds sterling | 4,792 | 3,959 |
| Brazilian real | 2,734 | 3,699 |
| Total | 174,266 | 209,673 |
Payables to Public entities are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Tax payable to tax authorities | ||
| VAT | 11,666 | 13,278 |
| Withholdings made | 9,030 | 7,583 |
| Social Security payable | 8,920 | 8,988 |
| Other | 21 | 22 |
| Total | 29,637 | 29,871 |
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20. RISK MANAGEMENT POLICY
The risk management and control systems are described in section E., Risk Management and Control Systems, of the Annual Corporate Governance Report, which is part of the Consolidated Directors' Report.
Exposure to and controls over credit, liquidity, foreign exchange and interest rate risk are detailed below.
a) CREDIT RISK
Credit risk is managed separately by each operating unit of the Group in accordance with the parameters set by Group policies, except for the subsidiaries in Spain, Portugal, France, Italy, Germany, the Netherlands and Morrocco, where credit risk is managed centrally by the Group's Risk Department.
Credit risk exists when a potential loss may arise from Fluidra, S.A. and subsidiaries' counterparties not meeting their contractual obligations, that is, due to not collecting the financial assets according to the established amounts and time frame.
In the case of the Group, the risk is mainly attributable to trade receivables. Aside from one customer in the USA (see note 22), with high solvency and extremely limited credit risk, which represents 23.43% of all receivables from sales and services rendered at the 31 December 2025 reporting date (24.15% at the 2024 reporting date), the rest of the national and international customer portfolio is highly diversified.
Credit risk arising from the failure of a counterparty to meet its contractual obligations is duly controlled by policies and risk limits which establish requirements regarding:
- Agreements suited to the transaction made.
- Sufficient internal or external credit quality of the counterparty.
- Additional guarantees when necessary.
The Group's exposure to past due unimpaired financial assets is solely focused on the Trade and other receivables caption, and there are no other past due financial assets balances.
The accompanying table shows the aging analysis of past due unimpaired Trade and other receivables at 31 December 2025 y 2024.
| 2025 | 2024 | |
|---|---|---|
| Not due | 184,347 | 184,639 |
| Past due | 26,118 | 22,555 |
| 0 - 90 days | 20,533 | 19,557 |
| 90 - 120 days | 1,754 | 1,705 |
| More than 120 days | 3,831 | 1,293 |
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 Group manages liquidity risk based on prudent criteria in order to maintain sufficient cash and marketable securities, secure the availability of committed credit facilities to provide financing, and ensure its capacity to exit market positions. Due to the dynamic nature of the underlying businesses, the Group's finance department aims to maintain financing by having credit facilities of different types available, including both long-term structural and bilateral financing.
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The table below shows the Group's exposure to liquidity risk at 31 December 2025 and 2024. The accompanying table shows an analysis of financial liabilities by contractual maturity:
| 2025 | ||||||
|---|---|---|---|---|---|---|
| Thousands of euros | ||||||
| 1 year | 2 years | 3 years | 4 years | 5 years | Over 5 years | |
| Financial liabilities and other marketable securities | 55,686 | 58,137 | 59,441 | 1,016,324 | — | — |
| Share capital | 10,207 | 9,627 | 9,689 | 1,012,078 | — | — |
| Interest | 45,479 | 48,510 | 49,752 | 4,246 | — | — |
| Lease liabilities | 58,754 | 49,060 | 39,428 | 28,085 | 18,860 | 16,535 |
| Share capital | 51,004 | 42,238 | 34,535 | 24,717 | 16,678 | 13,335 |
| Interest | 7,750 | 6,822 | 4,893 | 3,368 | 2,182 | 3,200 |
| Derivative financial liabilities | 82 | — | — | — | — | — |
| Trade and other payables | 341,377 | — | — | — | — | — |
| Other non-current liabilities | — | 426 | 158 | 213 | 122 | 425 |
| 455,899 | 107,623 | 99,027 | 1,044,622 | 18,982 | 16,960 | |
| 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Thousands of euros | ||||||
| 1 year | 2 years | 3 years | 4 years | 5 years | Over 5 years | |
| Financial liabilities and other marketable securities | 61,279 | 57,564 | 66,996 | 65,840 | 1,094,163 | — |
| Share capital | 14,499 | 10,371 | 11,070 | 10,431 | 1,089,552 | — |
| Interest | 46,780 | 47,193 | 55,926 | 55,409 | 4,611 | — |
| Lease liabilities | 56,371 | 44,605 | 37,271 | 31,327 | 23,645 | 22,384 |
| Share capital | 47,581 | 37,712 | 32,085 | 27,535 | 21,042 | 18,052 |
| Interest | 8,790 | 6,893 | 5,186 | 3,792 | 2,603 | 4,332 |
| Derivative financial liabilities | 77 | — | — | — | — | — |
| Trade and other payables | 390,945 | — | — | — | — | — |
| Other non-current liabilities | — | 658 | 282 | 170 | 223 | 627 |
| 508,672 | 102,827 | 104,549 | 97,337 | 1,118,031 | 23,011 |
During the next few months, based on its cash flow forecasts and financing available, the Group does not expect any difficulties in terms of liquidity.
c) FOREIGN CURRENCY RISK
The Group operates in an international environment and therefore is exposed to foreign exchange risks on transactions denominated in foreign currencies, particularly the US dollar. Foreign exchange risk arises on future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
Group companies manage the foreign currency risk of future commercial transactions, recognised assets and liabilities by using forward currency contracts, which are mainly entered into by the Group's finance department. Foreign exchange risk arises when future commercial transactions or firm commitments, recognised assets and liabilities and net investments in foreign operations are denominated in a currency that is not the Company's functional currency. This risk also arises as a result of balances between group companies that have been eliminated on consolidation. The Group's finance department is
responsible for managing the net position of each foreign currency by entering into external forward currency contracts.
The purpose of the Group's risk management policy is to hedge the risk arising in transactions carried out in dollars and euros through natural hedges (offsetting collections against payments), using forward instruments to hedge the excess or shortfall for USD risks outside the American market. Transactions in Australian dollars, Chinese renminbi and pounds sterling are covered using forward hedges. No hedging instruments are used to hedge transactions carried out in the other foreign currencies. The Group also has several investments in foreign operations whose net assets are exposed to foreign currency translation risk. The Group manages the foreign currency risk relating to the net assets of its foreign operations, mainly in the USA, by holding borrowings denominated in the related foreign currency.
Although the Group arranges forward contracts for the economic hedging of foreign currency risks, not all of them are recognised applying hedge accounting.
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The abovementioned risk management policy ensures that the exchange rate risk of the main currencies is considerably reduced.
Reasonably likely changes in the exchange rates of the main currencies the Group operates with (US dollar, Australian dollar, Chinese renminbi and pound sterling) would not have a significant impact on exchange gains/losses.
The changes in exchange gains/(losses) in equity are essentially generated by the translation of goodwill and intangible assets recorded for USD 1,391 million resulting from the business combinations in 2021 and the Zodiac Group merger (USD 1,446 million at 31 December 2024).
In addition, the equity of companies denominated in US dollars amounts to USD 383 million (USD 345 million at 31 December 2024).
A $5\%$ change in the euro/dollar exchange rate would mean an increase/decrease of approximately €5.5 million (3.5 million at 31 December 2024), respectively, in exchange gains/losses.
At the 2025 and 2024 reporting dates, changes in other currencies would not have a significant impact on exchange gains/losses.
In terms of exchange rate exposure when translating the consolidated financial statements, sales to third parties and the net profit/(loss) of companies whose currency is the US dollar amount to USD 1,053 million and USD 190 million, respectively (USD 979 million and USD 135 million, respectively, at 31 December 2024). A $5\%$ change in the euro/dollar exchange rate would mean an increase/decrease in the sales figure of approximately €49 million and €9 million in net profit/(loss) (€48 million and €6 million, respectively, at 31 December 2024).
Appendix I to Fluidra, S.A.'s individual annual accounts includes details of the equity and net profit/(loss) of the entities operating in currencies other than the euro.
d) CASH FLOW INTEREST RATE RISK
Since the Group does not have any significant remunerated assets, income and cash flows from operating activities are not significantly exposed to the risk of changes in market interest rates.
The Group's interest rate risk arises from long-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. As indicated in note 18, most loans taken out by the Group are linked to floating market interest rates that are updated every month.
The Group manages its cash flow interest rate risk with floating-to-fixed interest rate swaps without barriers. The effect of these interest rate swaps is to convert floating borrowings to fixed borrowings. Generally, the Group borrows at a floating rate and swaps for a fixed rate, which is generally lower than the fixed rate at which the Group could have borrowed. Under interest rate swaps, the Group agrees with other parties to exchange, on
a regular basis (usually monthly), the difference between fixed interest and floating interest calculated on the notional principal agreed upon.
The accompanying table includes a sensitivity analysis of reasonably likely changes to interest rates and their impact on profit/(loss) and equity (before the tax effect):
| Change in interest rates | Impact on profit/(loss) | Impact on equity |
|---|---|---|
| +0,50% | (4,995) | 1,231 |
| +1,00% | (9,991) | 2,900 |
| +1,50% | (14,986) | 4,562 |
| -0,5% | 4,995 | (2,133) |
| -1% | 9,991 | (3,826) |
| -1,5% | 14,986 | (5,514) |
Apart from the swaps arranged by the Group mentioned in the section above, there are no significant price risks related to equity instruments classified as held for sale or at fair value through profit or loss.
Note 12 includes the notional amount of outstanding hedging derivatives at 31 December 2025. Changes in the future interest rate curve could have an impact on measurement, although as they are hedging derivatives, this risk is offset by the variable interest rate risk in the cash flows they aim to hedge.
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21. SUPPLIES AND CHANGE IN INVENTORIES OF FINISHED PRODUCTS AND WORK IN PROGRESS
The breakdown of this income statement caption is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Raw and related materials used | 945,262 | 941,670 |
| Changes in inventories of finished products, work in progress and goods | 6,480 | (29,532) |
| Net charge to the provision for obsolescence | (4,391) | (69) |
| Total | 947,351 | 912,069 |
The difference between the opening and closing inventory balances in the statement of financial position and the change in inventories of finished products, work in progress and goods in the income statement is due to exchange gains/(losses) resulting from using different exchange rates for opening and closing inventories, and to applying an average exchange rate to purchases and the inventories that have been included in business combinations.
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22. SALES OF GOODS AND FINISHED PRODUCTS
The breakdown of sales of goods and finished products by business unit in 2025 and 2024 is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Residential | 1,532,309 | 1,487,761 |
| Commercial | 200,385 | 184,597 |
| Water treatment | 320,807 | 304,469 |
| Fluid handling | 93,492 | 91,907 |
| Pool & Wellness | 2,146,993 | 2,068,734 |
| Irrigation, Industrial and Other | 36,716 | 32,865 |
| Total | 2,183,709 | 2,101,599 |
In the year ended 31 December 2025, the Commercial Pool revenue caption included €26,023 thousand (€17,884 thousand in 2024) relating to the execution of projects where the rendering of services is recognised based on the degree of completion at the reporting date, as long as the result of the transaction can be reliably estimated.
The breakdown of sales of goods and finished products by geographical region (country of destination) in 2025 and 2024 is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Southern Europe | 572,568 | 543,508 |
| Rest of Europe | 288,069 | 267,598 |
| North America | 959,100 | 934,562 |
| Rest of the world | 363,972 | 355,931 |
| Total | 2,183,709 | 2,101,599 |
At 31 December 2025, there is one customer in the USA whose sales to third parties represent $21.00\%$ of total sales (20,51% at 31 December 2024).
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23. INCOME FROM SERVICES RENDERED
This caption mainly includes the revenue from sales transportation services and other logistics services rendered by the Group.
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24. PERSONNEL EXPENSES
The breakdown of personnel expenses in 2025 and 2024 is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Wages and salaries | 339,683 | 329,487 |
| Termination benefits | 6,016 | 5,345 |
| Social security expense | 61,875 | 60,011 |
| Other employee benefits expense | 23,258 | 23,402 |
| 430,832 | 418,245 |
The Group's average headcount during the years 2025 and 2024, by professional category is as follows:
| 31/12/2025 | 31/12/2024 | |
|---|---|---|
| Executives | 58 | 59 |
| Managers | 478 | 365 |
| Professional workers | 1,007 | 1,039 |
| Technicians | 1,912 | 1,924 |
| Administrative and support staff | 1,103 | 1,073 |
| Production staff | 2,389 | 2,276 |
| 6,947 | 6,736 |
The average number of employees with a disability equal to or greater than 33% in the year ended 31 December 2025 is 55 (52 employees in 2024) and they are distributed by professional category as follows: 0 "Executives", 2 "Managers", 6 "Professional workers", 10 "Technicians", 9 "Administrative and support staff" and 28 "Production staff" (0, 2, 7, 11, 7 and 25, respectively, in 2024).
The Group's headcount by gender at year end is as follows:
| 31/12/2025 | 31/12/2024 | |||
|---|---|---|---|---|
| Men | Women | Men | Women | |
| Directors (*) | 8 | 6 | 10 | 4 |
| Executives | 52 | 6 | 49 | 7 |
| Managers | 346 | 131 | 281 | 90 |
| Professional workers | 702 | 281 | 753 | 295 |
| Technicians | 1,258 | 606 | 1,319 | 611 |
| Administrative and support staff | 454 | 639 | 430 | 644 |
| Production staff | 1,593 | 685 | 1,487 | 687 |
| 4,413 | 2,354 | 4,329 | 2,338 |
(*) The Directors category includes two senior managers.
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25. OTHER OPERATING EXPENSES
The breakdown of Other operating expenses is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Leases and fees | 10,706 | 10,494 |
| Repairs and maintenance | 47,104 | 50,685 |
| Independent professional services | 72,722 | 78,038 |
| Temporary employment agency expenses | 23,269 | 23,061 |
| Fees | 4,070 | 4,043 |
| Sales transportation and logistics services | 107,959 | 106,588 |
| Insurance premiums | 10,954 | 8,664 |
| Banking | 3,081 | 2,876 |
| Advertising and publicity | 34,148 | 33,288 |
| Utilities | 19,697 | 19,182 |
| Communications | 5,342 | 5,318 |
| Travel expenses | 23,470 | 22,617 |
| Taxes | 3,863 | 3,720 |
| Adjustments due to impairment of receivables | (579) | (372) |
| Warranties | 16,889 | 21,944 |
| Other (*) | 19,102 | 19,137 |
| 401,797 | 409,283 |
(*) It includes pay earned by the members of the board of directors, research and development expenses and other expenses.
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26. FINANCE INCOME AND COST
A breakdown of finance income and cost is as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Finance income | ||
| Other finance income | 4,603 | 3,674 |
| Gains on the fair value of financial instruments | 91 | 161 |
| Total finance income | 4,694 | 3,835 |
| Finance cost | ||
| Non-current interest on loans | (47,762) | (49,766) |
| Interest on debt (loans, credit facilities and bills discounted) | (1,845) | (4,581) |
| Other finance costs | (2,626) | (4,948) |
| Losses on the fair value of financial instruments | (73) | (35) |
| Impairment losses on financial assets at amortised cost other than trade and other receivables | (1,451) | (1,942) |
| Total finance cost | (53,757) | (61,272) |
| Right-of-use finance cost | (7,843) | (9,048) |
| Exchange gains / (losses) | ||
| Exchange gains | 28,932 | 31,436 |
| Exchange losses | (38,453) | (31,581) |
| Total exchange gains / (losses) | (9,521) | (145) |
| Net profit / (loss) | (66,427) | (66,630) |
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27. DEFERRED TAX AND INCOME TAX
In 2025, the Group has operated in 47 countries and has been taxed as a tax group when local legislation allows for it and we are advised to do so. The most significant tax groups are in Spain, the USA, France and Australia. Details of these tax groups at the reporting date and the type of tax applicable are as follows:
| Spain (25%) | United States of America (23,80%) | Australia (30%) |
|---|---|---|
| Fluidra, S.A. | Fluidra North America, LLC | Fluidra Holdings Australia PTY LTD |
| Cepex, S.A.U. | Zodiac Pool Systems, LLC | Fluidra Group Australia PTY LTD |
| Fluidra Commercial, S.A.U. | Cover-Pools, LLC | SRS Australia, PTY LTD |
| Fluidra Comercial España, S.A.U. | Fluidra Latam Export, LLC | Sunbather PTY LTD |
| Fluidra Global Distribution, S.L.U. | Fluidra USA, LLC | Pooltrackr PTY LTD |
| Fluidra Export, S.A. | Taylor Water Technologies, LLC | |
| I.D. Electroquímica, S.L.U. | Custom Molded Products, LLC | |
| Innodrip, S.L.U. | SR Smith, LLC | |
| Inquide, S.A.U. | ||
| Manufacturas GRE, S.A.U. | ||
| Sacopa, S.A.U. | ||
| Talleres del Agua, S.L.U. | ||
| Trace Logistics, S.A.U. |
Other countries (approx. 23,5%)
INCOME TAX EXPENSE
The relationship between profit from continuing activities and the income tax expense is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Profit for the year before tax from continuing operations | 242,884 | 193,089 |
| Profit at 25% | 60,721 | 48,272 |
| Effect of applying effective tax rates in other countries | (8,250) | 1,297 |
| Permanent differences | 14,741 | 6,874 |
| Offsetting of unrecognised tax loss carryforwards from prior years | 342 | 354 |
| Tax effect of unused tax loss carryforwards in current year | (1,402) | (1,636) |
| Differences in the income tax expense from prior years | (1,354) | (36) |
| Withholding at source on income earned abroad | 1,258 | 1,204 |
| Provision for taxes | (336) | (545) |
| Tax deductions generated in the year | (4,275) | (2,328) |
| Deferred taxation of dividends | 2,082 | (2,543) |
| Effect of the change in the tax rate | 345 | (350) |
| Other | 172 | 469 |
| Income tax expense | 64,044 | 51,032 |
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Details of the corporate income tax expense are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | 70,283 | 72,179 |
| for the year | 74,558 | 74,507 |
| Tax deductions | (4,275) | (2,328) |
| Prior years' adjustments | (1,354) | (36) |
| Provision for taxes | (336) | (545) |
| Other/ Withholding at source on income earned abroad | 1,258 | 2,147 |
| Deferred taxes | (5,807) | (22,713) |
| Source and reversal of temporary differences | (2,656) | (21,425) |
| Tax credit for unused tax loss carryforwards and deductions | (3,496) | (1,997) |
| Effect of the change in the tax rate | 345 | 709 |
| Total income tax expense | 64,044 | 51,032 |
The reconciliation of current tax with current net income tax liabilities is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Current tax | 70,283 | 72,179 |
| Withholdings and payments made on account during the year | (56,049) | (77,123) |
| Other | 251 | (1,500) |
| Provisions for taxes | (336) | (638) |
| Exchange gains/(losses) | (227) | (460) |
| Additions from business combinations | 89 | — |
| Liabilities derecognised due to the sale of Group companies | — | — |
| Tax payable in 2024 | 5,038 | — |
| Tax payable in 2023 | — | 4,881 |
| 19,049 | (2,661) |
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DEFERRED TAX ASSETS
Details of changes in deferred tax assets are as follows:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2024 | Losses and gains | Effect of rate change on PBL | Equity | Business combinations | Exchange gains / (losses) / Other | Transfers | 31/12/2025 | |
| Provision for employee obligations | 12,734 | (198) | (28) | 283 | 13 | (1,174) | (2) | 11,628 |
| Provision for warranties and other provisions | 29,900 | 418 | (40) | — | — | (2,841) | (80) | 27,357 |
| Obligations for discounts, rebates and customer rewards | 9,029 | 1,015 | (59) | — | — | (1,083) | — | 8,902 |
| Inventories | 10,053 | (790) | — | — | — | — | — | 9,263 |
| Other items | 14,511 | (3,682) | (61) | — | — | (1,203) | 252 | 9,817 |
| Tax loss carryforwards and deductions | 36,268 | 3,496 | — | — | — | (264) | 59 | 39,559 |
| Total | 112,495 | 259 | (188) | 283 | 13 | (6,565) | 229 | 106,526 |
| Thousands of euros | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 31/12/2023 | Losses and gains | Effect of rate change on PBL | Equity | Business combinations | Exchange gains / (losses) / Other | Transfers | 31/12/2024 | |
| Provision for employee obligations | 8,872 | 2,298 | 294 | 593 | — | 677 | — | 12,734 |
| Provision for warranties and other provisions | 27,574 | 1,151 | 153 | — | — | 1,022 | — | 29,900 |
| Obligations for discounts, rebates and customer rewards | 7,053 | 1,355 | 132 | — | — | 489 | — | 9,029 |
| Inventories | 9,372 | 708 | — | — | — | (27) | — | 10,053 |
| Other items | 15,085 | (3,353) | (31) | — | — | 575 | 2,235 | 14,511 |
| Tax loss carryforwards and deductions | 34,243 | 1,997 | — | — | — | 28 | — | 36,268 |
| Total | 102,199 | 4,156 | 548 | 593 | — | 2,764 | 2,235 | 112,495 |
- Provisions for obligations with employees
This heading includes the tax impact of the difference between accounting and tax criteria relating to the Group's obligations with its employees for future remuneration payable on retirement, proportional extraordinary payments, provision for accrued and unpaid holidays, as well as the amounts accrued for the long-term variable remuneration that are paid in Fluidra, S.A. shares to the Group's executive directors and management team.
These expenses are recorded on an accruals basis and are deductible for tax purposes in a subsequent period in most jurisdictions when the obligations are paid.
In 2025, the shares relating to the first cycle of the 2022-2026 plan were paid, meaning that the relevant tax could be deducted and the deferred tax assets recognised in prior years reversed. The difference between the recorded accumulated amount and the amount deductible in the USA, €283 thousand,
is registered in the equity heading, in accordance with applicable regulations on share-based payments.
- Provision for warranties and other provisions
Accounting provisions that do not have a tax effect until they are applied for their intended purpose in a year following their recognition. There is therefore a difference between accounting and taxation with a knock-on effect on deferred taxes.
An amount of €12,091 thousand (€13,088 thousand in 2024) is recorded for provisions for warranties and €8,451 thousand (€8,479 thousand in 2024) relating to provisions for adjustments in inventories to their net realisable value.
Similarly, it includes €1,266 thousand (€2,039 thousand in 2024) for provisions for bad debts, while the remaining €5,549 thousand (€6,294 thousand in 2024) relate to provisions other than warranties, inventories and bad debts, which are accounted for in a financial year that is different from the year in which they are deducted for tax purposes.
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- Obligations for discounts, rebates and customer rewards
This item records the tax impact of the difference between accounting and tax criteria relating to the variable consideration for product sales with regard volume rebates and discounts under customer contracts. This item records the tax impact of the difference between accounting and tax criteria relating to the variable consideration for product sales with regard volume rebates and discounts under customer contracts.
Inventories
Most of the opening and closing deferred tax balance for this item relates to internal elimination when consolidating the margin obtained on purchases and sales of inventories between Group companies.
There are also some differences deriving from the difference in the tax and accounting accrual of impairment losses on inventories in some jurisdictions.
- Other items
Most of these items are expenses that are not deductible in the year in which they are recorded but in a later year, due to differences between the accounting and tax amortisation and depreciation of property, plant and equipment and intangible assets.
This caption also includes deferred tax of €599 thousand (€246 thousand in 2024) relating to differences between the accounting and tax criteria for transaction costs, as well as deferred tax of €4,403 thousand (€5,181 thousand in 2024) relating to temporary differences between right-of-use asset and lease liability amounts and their tax bases, due to the adoption of IFRS 16.
Tax loss carryforwards and deductions
Tax loss carryforwards and deductions amounting to €1,871 thousand and capitalised in prior years were utilised in 2025 (€2,542 thousand in 2024). In addition, €8,024 thousand of tax loss carryforwards have been capitalised in 2025 (€5,768 thousand in 2024) relating to the temporary measure included in Law 38/2022, which limits the individual tax loss carryforwards of each of the entities comprising the Spanish tax group to 50%. This amount is spread over the ten following tax periods in equal parts. The amount reversed in 2025 is €2,657 thousand (€1,229 in 2024).
In the Zodiac Group business combination, €44,995 thousand in tax loss carryforwards were recorded from the group's French companies. Projections for the French companies as a merged group and the synergies obtained by integrating these businesses reasonably support the recovery of the said tax loss carryforwards in a period of less than ten years. At 31 December 2025, €14,041 thousand (€15,910 thousand in 2024) are unused.
Details of the most relevant deferred tax asset amounts relating to taxable income pending offset, totalling €39,520 thousand (€36,251 thousand in 2024), are as follows: €22,234 thousand
relate to the Spanish tax group (€16,767 thousand in 2024), €14,041 relate to ZPES Holdings, S.A.S., parent of the tax group in France (€15,910 thousand in 2024), €2,986 thousand relate to Fluidra North America, LLC (California state tax, USA) (€3,394 thousand in 2024) and smaller amounts, totalling €259 thousand, relate to other countries (€180 thousand in 2024).
Capitalised deductions total €39 thousand (€17 thousand in 2024).
Deferred tax assets, unused tax loss carryforwards and deductions not recorded in the consolidated annual accounts of the Group are as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Deductions | 567 | 101 |
| Tax loss carryforwards | 2,254 | 3,393 |
| 2,821 | 3,494 |
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
DEFERRED TAX LIABILITIES
Details of changes in deferred tax liabilities are as follows:
| Thousands of euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 31/12/2024 | Losses and gains | Effect of interest rate change on P&L | Equity | Business combinations | Exchange gains / (losses) / Other | Transfers | 31/12/2025 | |
| Property, plant and equipment and investment property | (6,254) | 284 | (4) | — | (1,873) | 293 | 228 | (7,326) |
| R & D expenses | (3,518) | (5,771) | 329 | — | — | 535 | 1,486 | (6,939) |
| Business combinations | (165,509) | 11,667 | (480) | — | (1,106) | 15,358 | (1,943) | (142,013) |
| Deferred taxation of dividends | (9,141) | (2,082) | — | — | — | — | — | (11,223) |
| Other items | (10,221) | 1,795 | (2) | 3,323 | (30) | 64 | — | (5,071) |
| Total | (194,643) | 5,893 | (157) | 3,323 | (3,009) | 16,250 | (229) | (172,572) |
| Thousands of euros | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 31/12/2023 | Losses and gains | Effect of interest rate change on P&L | Equity | Business combinations | Exchange gains / (losses) / Other | Transfers | 31/12/2024 | |
| Property, plant and equipment and investment property | (6,722) | 700 | 9 | — | — | (241) | — | (6,254) |
| R & D expenses | (5,486) | 1,974 | 5 | — | — | (11) | — | (3,518) |
| Business combinations | (167,208) | 14,123 | (1,252) | — | (868) | (8,069) | (2,235) | (165,509) |
| Deferred taxation of dividends | (10,900) | 2,543 | — | — | — | — | (784) | (9,141) |
| Other items | (13,762) | (74) | (19) | 3,306 | (30) | (426) | 784 | (10,221) |
| Total | (204,078) | 19,266 | (1,257) | 3,306 | (898) | (8,747) | (2,235) | (194,643) |
- Property, plant and equipment and investment property
Certain items have a higher rate of tax depreciation than accounting depreciation and this generates deferred tax in years when the tax expense is higher than the accounting expense and a reduction in deferred tax when the opposite happens.
- R&D expenses
This line includes the tax impact of the differences between the accounting and tax criteria for R&D project expenses, as accelerated depreciation of R&D projects is allowed in some jurisdictions.
- Business combinations
Business combinations have taken place in previous years, as described in Note 5 to the consolidated annual accounts. Deferred tax assets of a significant amount have arisen as a result of allocating the acquisition price to the resulting assets recognised on the balance sheet.
In some jurisdictions, goodwill arising on certain acquisitions can be amortised for tax purposes, even though it cannot be amortised for accounting purposes. The tax effect of this difference between accounting and tax criteria therefore generates a deferral that is included in this section.
- Deferred taxation of dividends
The General State Budget Act of 31 December 2020 stipulated a reduction in the dividend exemption in Spain from 100% to the current 95%.
A corresponding deferred tax liability is therefore recognised for the potential taxation in Spain of profits distributed by subsidiaries, calculated on the total profit contributed by the companies on a consolidated basis. This deferred liability is reversed as the subsidiaries' profits/(loss) are distributed, and the profits are then effectively taxed in Spain as dividends
- Other items
These are tax expenses and/or reductions in the tax base that have no related accounting expense. When they result in a reduced tax burden, a corresponding deferred tax liability is recognised. For example: the accelerated amortisation of certain finance leases, the deferral of capital gains arising from the transfer of property, plant and equipment, or temporary differences arising from income recognised directly in equity, such as measurement adjustments to financial instruments.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
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FLUIDRA
LEGISLATIVE CHANGES TO CORPORATE INCOME TAX
In the year ended 31 December 2025, the USA passed the One Big Beautiful Bill Act (OBBBA), which includes significant changes to US tax regulations.
Below are the main impacts on corporate income tax:
(i) section 174 restores the immediate deduction of domestic R&D expenses, including the possibility of accelerating the deduction of outstanding amounts from 2022-2024;
(ii) expansion of the limit on deductibility of finance costs under section 163(j), returning to an EBITDA-based calculation of adjusted taxable income; and
(iii) revival of $100\%$ accelerated depreciation for certain qualified assets acquired as of 20 January 2025, expanding the scope of eligible assets.
This reform has led to a net increase in deferred tax of €6,453 thousand for the Group, due essentially to the change in tax deductibility of R&D expenses. The other changes introduced by the OBBBA have not had a significant impact.
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.
At the 31 December 2025 reporting date, the Group assessed the potential impact of adopting this standard on its consolidated financial statements. As a result of this analysis, a provision of €716 thousand has been recorded (€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.
INSPECTIONS, LITIGATION AND OTHER TAX INFORMATION
On 6 March 2025, Fluidra, S.A., head company of the Group, received notification from the 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 dividends 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.
The following other Group companies are currently undergoing tax inspections: Fluidra Egypt, Egyptian Limited Liability Company, Zodiac Pool Care Europe, S.A.S, Astral India Private Limited, Zodiac Pool Systems Canada, Fluidra Deutschland, GMBH and Zodiac Pool Systems, LLC. No significant liabilities are expected to arise for the Group.
In general terms, and in relation to the most relevant countries, the following years are open to inspection:
| Country | Years |
|---|---|
| Spain | From 2021 to 2025 |
| United States of America | From 2022 to 2025 |
| Australia | From 2021 to 2025 |
| France | From 2022 to 2025 |
The Company's directors consider that, if there were additional inspections to the ones already mentioned, the possibility of additional contingent liabilities arising is remote and, the additional tax payable, if any, would not have a significant impact on the consolidated financial statements.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
28. RELATED PARTY BALANCES AND TRANSACTIONS
The breakdown of balances receivable from and payable to related parties and associates and their main characteristics is as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31/12/2025 | 31/12/2024 | |||
| Receivable balances | Payable balances | Receivable balances | Payable balances | |
| Customers | 478 | — | 179 | — |
| Receivables | 305 | — | 39 | — |
| Suppliers | — | 1,107 | — | 1,377 |
| Payables | — | — | — | — |
| Total current | 783 | 1,107 | 218 | 1,377 |
a) CONSOLIDATED GROUP TRANSACTIONS WITH RELATED PARTIES
Current related-party transactions correspond to the Group's normal trading activity, have been carried out on a reasonable arm's length basis and mainly include the following transactions:
-
Purchases of finished products, specifically spas and accessories from Iberspa, S.L. (with ownership interest by Boysr, S.R.L., Edrem, S.L., Dispur, S.L. and Aniol, S.L.).
-
Sales of necessary components and materials produced by the Group to manufacture spas for Iberspa, S.L.
- Rendering of services by the Group to Iberspa, S.L.
The nature of the relationship with the abovementioned related parties is the existence of significant shareholders in common.
Details of consolidated Group transactions with related parties are as follows:
| Thousands of euros | ||||
|---|---|---|---|---|
| 31/12/2025 | 31/12/2024 | |||
| Associates | Related parties | Associates | Related parties | |
| Sales | 658 | 1,522 | 389 | 1,354 |
| Income from services | 118 | 200 | 67 | 237 |
| Purchases | — | (8.112) | (170) | (7.114) |
| Expenses for services and other | — | (65) | — | (47) |
b) INFORMATION ON THE PARENT COMPANY'S DIRECTORS AND THE GROUP'S KEY MANAGEMENT PERSONNEL
No advances or loans have been granted to key management personnel or directors.
Pay earned by key management personnel and directors of the Company is as follows:
| Thousands of euros | ||
|---|---|---|
| 2025 | 2024 | |
| Total key management personnel | 6,557 | 9,327 |
| Total directors of the Parent Company | 5,545 | 5,958 |
2025 Integrated Annual Report
Members of the Parent company's board of directors have earned €1,636 thousand 2025 (€1,591 thousand in 2024) from the consolidated companies at which they are board members. Additionally, for the performance of executive duties, they have earned €3,729 thousand in 2025 (€4,210 thousand in 2024). Executive duties include payment in kind relating to vehicles, life insurance, medical insurance and income from share plans. Similarly, members of the board of directors have received €180 thousand in compensation for travel expenses in 2025 (€157 thousand in 2024).
The Company has life insurance policies involving an expense of €92 thousand in the year ended 31 December 2025 (€89 thousand in 2024). These life insurance policies comprise an income supplement in the event of total permanent invalidity.
Furthermore, the Company has made contributions to benefit plans and pension plans of €141 thousand (€240 thousand in 2024).
During the year ended 31 December 2025 Fluidra, S.A. (the parent company of the Group to which the company belongs) paid the annual civil liability insurance premiums for Group directors and executives to cover 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 covered by these policies.
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 long‐term variable pay plan for executive directors and the management team of Fluidra, S.A. and the subsidiaries comprising the consolidated Group, including the transfer 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 incentive to be received in the event of 100% compliance with the targets to which it is linked, each of which have been granted in 2022, 2023 and 2024, respectively.
Each cycle has 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.
In particular, the plan's three cycles are linked to the meeting of the following strategic targets; Evolution of the “Total Shareholder Return” (TSR), in absolute terms;Evolution of Fluidra Group's adjusted EBITDA;S&P rating linked to ESG objectives (Environment, Social and Governance).
For the purposes of measuring the evolution of TSR, the initial value is 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 each 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 is 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 30 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 €697 thousand.
On 7 May 2025, the general meeting of shareholders approved a new long‐term variable pay plan for executive directors and the management team of Fluidra, S.A. and the subsidiaries comprising the consolidated group, including the delivery 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, andESG‐linked targets (environment, social and governance).In particular, the plan's first cycle is linked to the meeting of the following strategic targets;Evolution of the “Total Shareholder Return” of Fluidra (TSR) , in absolute terms;Evolution of the Fluidra Group's EBITDA;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.
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.
€3,993 thousand is recorded under the personnel expenses heading for all plans in force in 2025 (€5,317 thousand at 31 December 2024).
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NOTES
FLUIDRA
c) TRANSACTIONS PERFORMED BY THE DIRECTORS OF THE PARENT COMPANY OUTSIDE OF ITS ORDINARY COURSE OF BUSINESS OR OTHER THAN ON AN ARM'S LENGTH BASIS
During 2025 and 2024, the directors of the Parent 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.
d) CONFLICTS OF INTEREST CONCERNING THE DIRECTORS OF THE PARENT COMPANY
Neither the Company's directors nor any persons related to them were party to any conflicts of interest requiring disclosure in these notes pursuant to the provisions of article 229 of the consolidated text of the Spanish Companies Act.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
29. ENVIRONMENTAL INFORMATION
Fluidra has kept its commitment to optimise the natural resources it uses in production processes and to promote the use of alternative energies. Additionally, one of the main focuses of R&D projects is the responsible use of water.
The directors estimate that there are no significant contingencies related to environmental improvement and protection and, therefore, no provision for risks and expenses has been recognised in any Group company at 31 December 2025 or 2024.
No environmental grants have been received at 31 December 2025 or 2024.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
30. OTHER COMMITMENTS AND CONTINGENCIES
At 31 December 2025 and 2024, the Group has not presented any mortgage guarantees.
At 31 December 2025, the Group has presented guarantees to banks and other companies amounting to €7,522 thousand (€8,680 thousand in 2024), of which €841 thousand relate to technical guarantees (€823 thousand in 2024).
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
31. AUDITORS' AND THEIR GROUP COMPANIES' OR RELATED PARTIES' FEES
Net fees for professional services paid to Ernst & Young, S.L. as the auditor of the Group's consolidated annual accounts for the year ended 31 December 2025 and 2024 were as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Audit services | 605 | 672 |
| Other assurance services | 166 | 157 |
| Total | 771 | 829 |
Other assurance services include: the Report on the System of Internal Control over Financial Reporting (SCIIF), the Review Report on Non-Financial Information and the review of the Integrated Report.
The amounts presented in the tables above include all of the fees related to the services rendered in 2025 and 2024, regardless of when they were invoiced.
Additionally, the professional services invoiced to the Group by other companies associated to Ernst & Young Global Limited during the year ended 31 December 2025 and 2024, were as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Audit services | 945 | 847 |
| Assurance services | — | — |
| Total | 945 | 847 |
Furthermore, net fees for professional services invoiced to the Group by auditors other than Ernst & Young, S.L. during the year ended 31 December 2025 and 2024, were as follows:
| Thousands of euros | ||
|---|---|---|
| 31/12/2025 | 31/12/2024 | |
| Audit services | 339 | 329 |
| Other assurance services | 50 | 27 |
| Tax advisory services | 241 | 145 |
| Other services | 73 | 2 |
| Total | 703 | 503 |
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
NOTES
FLUIDRA
32. INFORMATION ON LATE PAYMENTS 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 | 50.29 | 50.52 |
| Transactions paid ratio | 52.72 | 54.44 |
| Transactions payable ratio | 29.40 | 20.56 |
| Amount (thousands of euros) | Amount (thousands of euros) | |
| Total payments made | 513,741 | 469,371 |
| Total payments outstanding | 59,711 | 61,447 |
| Monetary amount of invoices paid within the maximum period set out in late payment legislation | 276,697 | 247,019 |
| Payments made within the maximum period as a percentage of total payments made | 53.86% | 52.63% |
| Amount (number of invoices) | Amount (number of invoices) | |
| Invoices paid within the maximum period set out in late payment legislation | 37,688 | 32,858 |
| As a percentage of total invoices | 53.16% | 50.01% |
2025 Integrated Annual Report
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NOTES
FLUIDRA
33. 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 in 2027.
This transaction strengthens Fluidra's position in the commercial pool segment, with Variopool's products perfectly complementing Fluidra's current portfolio.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
APPENDIX I
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 mainly 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 Shanghái, 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.
2025 Integrated Annual Report
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2025 CONSOLIDATED ANNUAL ACCOUNTS
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- 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 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 Vallés (Barcelona, Spain), is engaged in the manufacture, purchase, sale and distribution of all kinds of machinery, filters, instruments, accessories and specific products for swimming-pools, as well as for the treatment and purification of water in general, irrigation and fluid conduction, made of both metallic materials and all kinds of plastic materials and their transformation; as well as the construction and manufacture of all kinds of elements and products that can be manufactured with fibreglass, metal, vacuum thermoformed materials or injected materials.
- 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 Vallés (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 Vallés (Barcelona, Spain), is engaged in both domestic and foreign marketing of all types of products and goods, mainly in the marketing of pool-related products, basically acquired from related parties.
- 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 Vallés (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.
- Fluidra Industry France, S.A.S., with registered offices in Perpignan (France), is mainly engaged in the manufacture of
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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.
- 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.
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- Innodrip, S.L.U., domiciled in Sant Cugat del Vallés (Barcelona, Spain), is engaged in the rendering of services aimed at the sustainable use of water.
- Inquide, S.A.U., 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.
- 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.
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- 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 wireless pool robots and garden maintenance products.
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| % ownership interest | ||
|---|---|---|
| Direct | Indirect | |
| List of subsidiaries accounted for using the full consolidation method | ||
| FLUIDRA COMMERCIAL, S.A.U. | 100.00% | |
| AO ASTRAL SNG | 90.00% | |
| AQUACONTROL, GESELLSCHAFT FÜR MEß-, REGEL- UND STEUERUNGSTECHNIK ZUR WASSERAUFBEREITUNG GMBH | 100.00% | |
| ASTRAL AQUADESIGN, LIMITED LIABILITY COMPANY | 58.50% | |
| ASTRAL BAZENOVE PRILSUSENTSVI, S.R.O. | 100.00% | |
| ASTRALPOOL CYPRUS, LTD | 100.00% | |
| ASTRALPOOL HONGKONG CO., LIMITED | 100.00% | |
| ASTRALPOOL UK, LIMITED | 100.00% | |
| BAC POOL SYSTEMS AG | 100.00% (4) | |
| BAC POOL SYSTEMS HOLDING AG | 100.00% (4) | |
| BAC POOLS SYSTEMS GMBH | 100.00% (4) | |
| CEPEX, S.A.U. | 100.00% | |
| CERTIKIN INTERNATIONAL, LIMITED | 100.00% | |
| COVER - POOLS LLC. | 100.00% | |
| CUSTOM MOLDED PRODUCTS SHANGHAI, INC. | 100.00% | |
| CUSTOM MOLDED PRODUCTS, LLC | 100.00% | |
| FLUIDRA ADRIATIC, D.O.O. | 100.00% | |
| FLUIDRA BALKANS, JSC | 61.16% | |
| FLUIDRA BELGIQUE, S.R.L. | 100.00% | |
| FLUIDRA BENELUX, B.V. | 100.00% (2)(3) | |
| FLUIDRA BH, D.O.O. Bijeljina | 60.00% | |
| FLUIDRA BRASIL INDUSTRIA E COMÉRCIO, LTDA | 100.00% | |
| FLUIDRA CHILE, S.A. | 100.00% | |
| FLUIDRA COLOMBIA, S.A.S | 100.00% | |
| FLUIDRA COMERCIAL ESPAÑA, S.A.U. | 100.00% | |
| FLUIDRA COMERCIAL PORTUGAL Unipessoal, LDA | 100.00% (9) | |
| FLUIDRA COMMERCIAL FRANCE, S.A.S. | 100.00% | |
| FLUIDRA COMMERCIALE ITALIA, S.P.A. | 100.00% | |
| FLUIDRA DEUTSCHLAND, GmbH | 100.00% | |
| FLUIDRA EGYPT, Egyptian Limited Liability Company | 100.00% | |
| FLUIDRA EXPORT, S.A.U. | 100.00% | |
| FLUIDRA GLOBAL DISTRIBUTION ITALY, S.R.L. | 100.00% (5) | |
| FLUIDRA GLOBAL DISTRIBUTION, S.L.U. | 100.00% | |
| FLUIDRA GROUP AUSTRALIA, PTY LTD | 100.00% | |
| FLUIDRA HELLAS, S.A. | 96.96% | |
| FLUIDRA HOLDINGS AUSTRALIA, PTY LTD | 100.00% | |
| FLUIDRA HOLDINGS SOUTH AFRICA, PTY LTD | 100.00% | |
| FLUIDRA INDIA, PRIVATE LIMITED | 100.00% | |
| FLUIDRA INDONESIA PT. | 100.00% | |
| FLUIDRA INDUSTRY FRANCE, S.A.S | 100.00% | |
| FLUIDRA KAZAKHSTAN, Limited Liability Company | 70.00% | |
| FLUIDRA LATAM EXPORT, LLC | 100.00% | |
| FLUIDRA MAGYARORSZÁG Kft. | 95.00% | |
| FLUIDRA MALAYSIA SDN.BHD. | 100.00% | |
| FLUIDRA MAROC, S.A.R.L. | 100.00% |
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| % ownership interest | ||
|---|---|---|
| Direct | Indirect | |
| List of subsidiaries accounted for using the full consolidation method | ||
| FLUIDRA MEXICO, S.A. DE C.V. | 100.00% | |
| FLUIDRA MIDDLE EAST FZE | 100.00% | |
| FLUIDRA MONTENEGRO, DOO | 60.00% | |
| FLUIDRA N.Z., LIMITED | 100.00% | |
| FLUIDRA NORDIC, AB | 100.00% | |
| FLUIDRA NORTH AMERICA LLC | 100.00% | |
| FLUIDRA ÖSTERREICH, GmbH "SSA" | 98.50% | |
| FLUIDRA POLSKA, SP. Z.O.O. | 100.00% | |
| FLUIDRA ROMANIA, S.A. | 66.66% | |
| FLUIDRA SERBICA, D.O.O. BEOGRAD | 60.00% | |
| FLUIDRA SI, D.O.O | 60.00% | |
| FLUIDRA SINGAPORE, PTE LTD | 100.00% | |
| FLUIDRA SWITZERLAND, S.A. | 100.00% | |
| FLUIDRA THAILAND CO., LTD | 100.00% | (10) |
| FLUIDRA TR SU VE HAVUZ EKIPMANLARI AS | 51.00% | |
| FLUIDRA TUNISIE, S.A.R.L. | 100.00% | |
| FLUIDRA USA, LLC | 100.00% | |
| FLUIDRA VIETNAM, LTD | 100.00% | |
| FLUIDRA WATERLINX, PTY LTD | 100.00% | (11) |
| I.D. ELECTROQUÍMICA, S.L.U. | 100.00% | |
| INNODRIP, S.L.U | 100.00% | |
| INQUIDE, S.A.U. | 100.00% | |
| MANUFACTURAS GRE, S.A.U. | 100.00% | |
| NINGBO DONGCHUAN SWIMMING POOL EQUIPMENT CO., LTD | 70.00% | |
| PISCINES TECHNIQUES 2000, S.A.S. | 100.00% | |
| POOLTRACKR PTY LTD | 100.00% | (4) |
| POOLWEB, SAS | 100.00% | |
| S.R. SMITH, LLC | 100.00% | |
| SACOPA, S.A.U. | 100.00% | |
| SRS AUSTRALIA, Pty LTD | 100.00% | |
| SUNBATHER, Pty LTD | 100.00% | |
| SWIM & FUN SCANDINAVIA, APS | 100.00% | |
| TALLERES DEL AGUA, S.L.U. | 100.00% | |
| TAYLOR WATER TECHNOLOGIES, LLC | 100.00% | |
| TRACE LOGISTICS NORTH, BV | 100.00% | |
| TRACE LOGISTICS, S.A.U. | 100.00% | |
| VEICO.COM.BR INDÚSTRIA E COMÉRCIO, LTDA | 100.00% | |
| W.I.T. EGYPT, Egyptian Limited Liability Company | 100.00% | |
| YA SHI TU SWIMMING POOL EQUIPMENT (SHANGHAI) Co, Ltd | 100.00% | |
| ZODIAC POOL CARE EUROPE, SAS | 100.00% | |
| ZODIAC POOL SYSTEMS CANADA, INC. | 100.00% | |
| ZODIAC POOL SYSTEMS, LLC | 100.00% | |
| ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO.,LTD. | 100.00% | |
| ZPES HOLDINGS, SAS | 100.00% |
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| % ownership interest | ||
|---|---|---|
| Direct | Indirect | |
| List of associates consolidated using the equity method | ||
| ASTRAL NIGERIA, LTD. | 25.00% | (1) |
| BLUE FACTORY, S.R.L. | 17.00% | |
| AIPER, Inc. and subsidiaries | 27.00% | (4) |
| % ownership interest | ||
| Direct | Indirect | |
| List of companies consolidated at cost | ||
| DISCOVERPOOLS COM, INC. | 11.00% | (1) |
| SWIM-TEC GmbH | 25.00% | (6) |
(1) Companies belonging to the Fluidra Commercial, S.A. and subsidiaries subgroup.
(2) Previous company name was Sibo Fluidra Netherlands, B.V.
(3) Fluidra Benelux, B.V., owns 100% of the share capital of the German company SIBO GmbH.
(4) Companies acquired during the current year.
(5) New company incorporated during the current year.
(6) 25% of the company owned by Fluidra Deutschland, GmbH
(7) During the current year, the following company has been sold: Ecohídrica, Tecnologias da agua uniperssoal Lda.
(8) During the current year, the following company has been wound up: Fabtronics Australia PTY LTD
(9) Absorbing company of NCWG sistemas de Gestão de Água, Lda, Dini&Lulio, Lda y Kreative Techk, Lda.
(10) Previous company name was Astrapool (Thailand) Co. Ltd.
(11) During the current year, Fluidra Waterlinx, PTY LTD has acquired through the execution of two assets purchase agreements, the business of Power Plastics Propietary Limited and Power Plastic Trading Propietary Limited, companies engaged in the manufacturing and sale of pools and industrial covers.
(12) During the current year, the group has divest in the following company: Aspire Polymers Pty Ltd.
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APPENDIX II
FLUIDRA, S.A. AND SUBSIDIARIES
DETAILS OF SEGMENT RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
(Expressed in thousands of euros)
| EMEA | NORTH AMERICA | OPERATIONS | APAC | SHARED SERVICES | Adjustments & eliminations | Total consolidated figures | |
|---|---|---|---|---|---|---|---|
| 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | |
| Sales to third parties | 975,169 | 943,406 | 58,348 | 206,786 | — | — | 2,183,709 |
| Inter-segment sales | 84,745 | 4,336 | 450,552 | 1,820 | — | (541,453) | — |
| Segment sales of goods and finished products | 1,059,914 | 947,742 | 508,900 | 208,606 | — | (541,453) | 2,183,709 |
| Adjusted EBITDA (1) | 160,207 | 306,290 | 73,445 | 43,574 | (86,493) | 4,079 | 501,102 |
| Depreciation and amortisation expenses and impairment losses | (31,908) | (28,625) | (27,900) | (10,449) | (62,339) | (1,898) | (163,119) |
(1) As well as the financial information prepared under IFRS-EU, Fluidra also prepares alternative performance measures (APMs), as defined in the guidelines issued by the European Markets and Securities Authority (ESMA). For further information about definitions, relevance of use and the reconciliation of APMs, go to: Alternative performance measures 2025.
This appendix is an integral part of note 4 to the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the years ended 31 December 2025 and 2024, prepared in accordance with IFRS as adopted by the European Union
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FLUIDRA, S.A. AND SUBSIDIARIES
DETAILS OF SEGMENT RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
(Expressed in thousands of euros)
| EMEA | NORTH AMERICA | OPERATIONS | APAC | SHARED SERVICES | Adjustments & eliminations | Total consolidated figures | |
|---|---|---|---|---|---|---|---|
| 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | |
| Sales to third parties | 919,384 | 918,071 | 54,538 | 209,606 | — | — | 2,101,599 |
| Inter-segment sales | 89,903 | 7,367 | 422,529 | 2,276 | — | (522,075) | — |
| Segment sales of goods and finished products | 1,009,287 | 925,438 | 477,067 | 211,882 | — | (522,075) | 2,101,599 |
| Adjusted EBITDA (1) | 166,443 | 284,955 | 76,544 | 46,017 | (95,806) | (769) | 477,384 |
| Depreciation and amortisation expenses and impairment losses | (29,281) | (28,306) | (24,869) | (16,280) | (59,744) | (2,652) | (161,132) |
(1) As well as the financial information prepared under IFRS-EU, Fluidra also prepares alternative performance measures (APMs), as defined in the guidelines issued by the European Markets and Securities Authority (ESMA). For further information about definitions, relevance of use and the reconciliation of APMs, go to: Alternative performance measures 2025.
This appendix is an integral part of note 4 to the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the years ended 31 December 2025 and 2024, prepared in accordance with IFRS as adopted by the European Union.
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APPENDIX III
FLUIDRA, S.A. AND SUBSIDIARIES
DETAILS OF SEGMENT ASSETS AND LIABILITIES FOR THE YEAR ENDED 31 DECEMBER 2025
(Expressed in thousands of euros)
| EMEA | NORTH AMERICA | OPERATIONS | APAC | SHARED SERVICES | Adjustments and eliminations | Total consolidated figures | |
|---|---|---|---|---|---|---|---|
| 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | 31/12/2025 | |
| NON-CURRENT ASSETS | |||||||
| Property, plant, and equipment | 43,488 | 46,231 | 94,091 | 11,130 | 5,955 | 7,359 | 208,254 |
| Property, plant and equipment in Spain | 5,461 | — | 90,883 | — | 5,955 | — | 102,299 |
| Inventories | 123,270 | 151,386 | 159,567 | 41,507 | — | (38,561) | 437,169 |
| Trade and other receivables | 105,395 | 79,722 | 18,289 | 41,448 | 18,226 | (815) | 262,265 |
| Trade and other payables | 63,752 | 123,238 | 55,998 | 37,739 | 60,648 | 2 | 341,377 |
| Net assets for segment | 208,401 | 154,101 | 215,949 | 56,346 | (36,467) | (32,019) | 566,311 |
This appendix is an integral part of note 4 to the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the years ended 31 December 2025 and 2024, prepared in accordance with IFRS as adopted by the European Union.
2025 Integrated Annual Report
Contents
2025 CONSOLIDATED ANNUAL ACCOUNTS
APPENDICES
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES
DETAILS OF SEGMENT ASSETS AND LIABILITIES FOR THE YEAR ENDED 31 DECEMBER 2024
(Expressed in thousands of euros)
| EMEA | NORTH AMERICA | OPERATIONS | APAC | SHARED SERVICES | Adjustments and eliminations | Total consolidated figures | |
|---|---|---|---|---|---|---|---|
| 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | 31/12/2024 | |
| NON-CURRENT ASSETS | |||||||
| Property, plant, and equipment | 34,064 | 54,335 | 85,007 | 11,365 | 9,714 | — | 194,485 |
| Property, plant and equipment in Spain | 5,688 | — | 81,994 | — | 9,714 | — | 97,396 |
| Inventories | 116,934 | 187,378 | 157,980 | 45,370 | — | (41,545) | 466,117 |
| Trade and other receivables | 99,466 | 87,075 | 15,783 | 42,499 | 48,152 | (1,914) | 291,061 |
| Trade and other payables | 71,066 | 153,399 | 58,839 | 44,090 | 63,318 | 233 | 390,945 |
| Net assets for segment | 179,398 | 175,389 | 199,931 | 55,144 | (5,452) | (43,692) | 560,718 |
This appendix is an integral part of note 4 to the consolidated annual accounts of Fluidra, S.A. and subsidiaries for the years ended 31 December 2025 and 2024, prepared in accordance with IFRS as adopted by the European Union.
2025 Integrated Annual Report
Contents
DECLARATION OF
RESPONSIBILITY
FLUIDRA
FLUIDRA, S.A. AND SUBSIDIARIES CONSOLIDATED ANNUAL ACCOUNTS 31 DECEMBER 2025
On 24 March 2026 the Board of Directors of Fluidra, S.A. authorised for issue the consolidated annual accounts prepared in accordance with International Financial Reporting Standards as adopted by the European Union (which comprise the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement, the notes to the consolidated annual accounts and the consolidated 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:
88CC807DB6570E4E9BEAB992ED35FC1D8C35D016B3166CEFF80C18DA09033F80 (*)
And in witness whereof, all Directors sign below in compliance with article 253 of the Spanish Companies Act.
Mr. Eloy Planes Corts
Mr. Jaime Ramírez Alzate
Ms. Esther Berrozpe Galindo
Ms. Barbara Borra
Mr. Bruce Walker Brooks
Mr. Jorge Valentín Constans Fernández
Ms. María del Carmen Gañet Cirera
Ms. Mercedes Grau Monjo
Ms. Aedhmar Hynes
Mr. Brian McDonald
Mr. Manuel Puig Rocha
Ms. Allison Steiner
Ms. Olatz Urroz García
Mr. José Manuel Vargas Gómez
(*) Número de identificación hash SHA256
2025 Integrated Annual Report
Contents
DECLARATION OF
RESPONSIBILITY
FLUIDRA
DECLARATION OF RESPONSIBILITY OF THE DIRECTORS OF FLUIDRA, S.A. IN RELATION TO THE CONTENT OF THE CONSOLIDATED ANNUAL FINANCIAL REPORT FOR FINANCIAL YEAR 2025
In connection with the Consolidated Annual Financial Report of FLUIDRA, S.A. for financial year 2025, which contains the Consolidated Annual Financial Statements and the Consolidated Directors' Report, the members of the Board of Directors declare that:
To the best of their knowledge, the Consolidated Annual Financial Statements, prepared in accordance with the applicable accounting principles, present a true and fair view of the assets, liabilities, financial position and results of FLUIDRA, S.A. and of the companies included in the consolidated group taken as a whole, and the Consolidated Directors' Report includes a true and fair analysis of the performance and earnings obtained and of the position of FLUIDRA, S.A. and the companies included in the consolidated group taken as a whole, along with a description of the principal risks and uncertainties they face.
Declaration made upon the authorization for issue of the Consolidated Annual Financial Report for financial year 2025, prepared by the Board of Directors of FLUIDRA, S.A. on March 24, 2026.
Mr. Eloy Planes Corts
Mr. Jaime Ramírez Alzate
Ms. Esther Berrozpe Galindo
Ms. Barbara Borra
Mr. Bruce Walker Brooks
Mr. Jorge Valentín Constans Fernández
Ms. María del Carmen Gañet Cirera
Ms. Mercedes Grau Monjo
Ms. Aedhmar Hynes
Mr. Brian McDonald
Mr. Manuel Puig Rocha
Ms. Allison Steiner
Ms. Olatz Urroz García
Mr. José Manuel Vargas Gómez
2025 Integrated Annual Report