95980020140005026620-20250326-en

2024 Annual Financial Report 11


	ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

Fluidra, S.A.

Statement of financial position

31 December 2024 and 2023

(Expressed in thousands of euros)



Assets	Notes	31/12/2024	31/12/2023
Intangible assets	4	12,584	9,143
Property, plant and equipment	5	9,711	7,161
Equity instruments of Group companies	7	1,455,588	1,453,014
Non-current investments	8	214	164
Other financial assets		214	164
Deferred tax assets	21	14,780	11,196
Total non-current assets		1,492,877	1,480,678
Trade and other receivables	9	69,986	7,459
Current loans to Group companies	7	44,213	71,872
Current accruals		9,835	13,112
Cash and cash equivalents		33	38
Total current assets		124,067	92,481
Total assets		1,616,944	1,573,159
Equity
Capital and reserves	10	1,537,304	1,492,164
Capital		192,129	192,129
Share premium		1,148,591	1,148,591
Reserves		102,780	(9,693)
Profit/(loss) for the year		144,211	203,292
Own shares and equity holdings		(50,407)	(42,155)
Grants, donations and bequests received		1,048	1,048
Total equity		1,538,352	1,493,212
Liabilities
Non-current provisions	11	14,901	13,794
Deferred tax liabilities	21	—	—
Total non-current liabilities		14,901	13,794
Current debt		—	24,741
Other marketable securities	12	—	24,741
Current debt with Group companies and associates	13	27,026	9,685
Trade and other payables	14	36,665	31,727
Total current liabilities		63,691	66,153
Total liabilities		78,592	79,947
Total equity and liabilities		1,616,944	1,573,159

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2024.

2024 Annual Financial Report 12


	ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

Fluidra, S.A.

Income statement

31 December 2024 and 2023

(Expressed in thousands of euros)


	Notes	31/12/2024	31/12/2023
Revenue	18	261,222	298,417
Dividend income		179,346	252,000
Services rendered		81,876	46,417
Self-constructed assets		942	466
Other operating income		9,657	8,944
Non-trading and other operating income		9,658	9,062
Capital grants released to income during the year		—	—
Profit on sales of fixed assets		(1)	(118)
Personnel expense	16	(49,535)	(46,511)
Salaries and wages		(40,405)	(38,777)
Employee benefits expense		(9,130)	(7,734)
Other operating expenses		(78,757)	(60,236)
External services		(78,498)	(60,114)
Taxes		(164)	(124)
(Charges) /Reversals due to impairment of non-current assets		(95)	2
Amortisation and depreciation	4 and 5	(4,670)	(4,113)
Impairment and gains/(losses) on disposal of fixed assets		—	—
Results from operating activities		138,859	196,967
Finance income		1,695	216
Group companies and associates		1,693	216
Other		2	—
Finance cost		(3,472)	(5,888)
Debt with Group companies and associates		(1,962)	(2,937)
Debt with others		(1,510)	(2,951)
Change in fair value of financial instruments		—	—
Derivative financial instruments		—	—
Exchange gains / (losses)		418	(43)
Financial result		(1,359)	(5,715)
Profit/(loss) before tax		137,500	191,252
Income tax	21	6,711	12,040
Profit/(loss) for the year from continuing operations		144,211	203,292

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2024.

2024 Annual Financial Report 13


	ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

Fluidra, S.A.

Statement of comprehensive income for the years ended 31 December 2024 and 2023

(Expressed in thousands of euros)


	31/12/2024	31/12/2023
Profit/(loss) for the year	144,211	203,292
Income and expense recognised directly in equity	—	—
Grants, donations and bequests received	—	—
Tax effect	—	—
Total income and expense recognised directly in equity	—	—
Total recognised income and expense	144,211	203,292

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2024.

2024 Annual Financial Report 14


	ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

Fluidra, S.A.

Statement of changes in equity for the years ended 31 December 2024 and 2023

(Expressed in thousands of euros)


	Equity attributable to equity holders of the parent
		Share	Legal	Other	Interim	Profit/(loss)	Treasury	Grants, donations and
	Share capital	premium	reserve	reserves	dividend	for the year	shares	bequests received	Total
Balance at 1 January 2023	192,129	1,148,591	39,126	54,562	—	129,978	(112,692)	1,048	1,452,742
Net profit/(loss) recognised directly in equity	—	—	—	—	—	—	—	—	—
Profit/(loss) for the year	—	—	—	—	—	203,292	—	—	203,292
Total recognised income and expense in the year	—	—	—	—	—	203,292	—	—	203,292
Capital increase	—	—	—	—	—	—	—	—	—
Transactions with own shares or holdings (net)	—	—	—	(70,952)	—	—	70,537	—	(415)
Distribution of dividends	—	—	—	(132,885)	—	—	—	—	(132,885)
Equity-based payments	—	—	—	(29,522)	—	—	—	—	(29,522)
Other changes in equity	—	—	—	129,978	—	(129,978)	—	—	—
Balance at 31 December 2023	192,129	1,148,591	39,126	(48,819)	—	203,292	(42,155)	1,048	1,493,212
Net profit/(loss) recognised directly in equity	—	—	—	—	—	—	—	—	—
Profit/(loss) for the year	—	—	—	—	—	144,211	—	—	144,211
Total recognised income and expense in the year	—	—	—	—	—	144,211	—	—	144,211
Capital increase	—	—	—	—	—	—	—	—	—
Transactions with own shares or holdings (net)	—	—	—	8,603	—	—	(8,252)	—	351
Distribution of dividends	—	—	—	—	—	(104,408)	—	—	(104,408)
Equity-based payments	—	—	—	4,986	—	—	—	—	4,986
Other changes in equity	—	—	—	98,884	—	(98,884)	—	—	—
Balance at 31 December 2024	192,129	1,148,591	39,126	63,654	—	144,211	(50,407)	1,048	1,538,352

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2024.

2024 Annual Financial Report 15


	ANNUAL ACCOUNTS	FINANCIAL STATEMENTS
Contents

Fluidra, S.A.

Statement of cash flows for the years ended 31 December 2024 and 2023

(Expressed in thousands of euros)


	Notes	2024	2023
Cash flows from operating activities
Profit /(loss)for the year before tax		137,500	191,252
Adjustments for:
Amortisation and depreciation	4 and 5	4,670	4,113
Impairment allowances	7 and 8	—	—
(Profit)/loss on the sale of property, plant and equipment		—	118
Finance income		(1,695)	(216)
Finance cost		3,472	5,888
Change in provisions		(879)	(2)
Grants recognised in profit and loss		—	—
Expenses for share-based payments		2,412	(33,622)
Exchange (gains)/losses		(418)	43
Changes in operating assets and liabilities:
Trade and other receivables		(37,820)	8,030
Trade and other payables		6,061	(344)
Cash flows from/(used in) operating activities		—	—
Interest received		1,666	214
Interest paid		(3,068)	(4,043)
Income tax received/(paid)		(1,017)	4,613
Cash flows from/(used in) operating activities		110,884	176,044
Cash flows from/(used in) investing activities
Payments for investments in property, plant and equipment	5	(3,770)	(1,863)
Payments for the acquisition of intangible assets	4 and 13	(6,954)	(2,717)
Payments for investments in financial assets	7 and 8	(50)	(1)
Payments for the transfer of assets		—	—
Proceeds from the sale of intangible assets		62	134
Proceeds from the sale of property, plant and equipment		0	8
Proceeds from the sale of investments in financial assets		0	20
Cash flows from/(used in) investing activities		(10,712)	(4,419)
Cash flows from/(used in) financing activities
Acquisition of own equity instruments		(108,868)	(152,044)
Disposal of equity instruments		109,219	151,627
Issue of bank borrowings and other marketable securities		121,300	342,000
Net proceeds/(payments) on debt with Group companies and associates		28,880	(15,722)
Redemption and repayment of bank borrowing and other marketable securities		(146,300)	(364,600)
Dividends paid		(104,408)	(132,885)
Cash flows from/(used in) financing activities		(100,177)	(171,624)
Increase /(decrease) in cash and cash equivalents		—	—
Disposal of own equity instruments		(5)	1
Effect of currency translation differences on cash flows		38	37
Cash and cash equivalents at year end		—	—
		33	38

The accompanying notes are an integral part of the annual accounts for the year ended 31 December 2024.

2024 Annual Financial Report 16


	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

1. Nature, principle activities

and composition of the Group

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

limited liability company under Spanish law for an indefinite

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

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

17 September 2007.

The Company’s corporate purpose and activity consists of the

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

advising, managing and administering the companies in which

the Company holds an ownership interest.

The Company’s registered address is located in the municipal

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

Sant Cugat del Vallès, Barcelona, Spain).

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

Group’s activity consists of the manufacture and marketing of

specific accessories and machinery for swimming-

pools, irrigation and water treatment and purification. The

Group operates globally with a particular presence in EMEA

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

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

subsidiaries detailed in accompanying Appendix I (hereinafter

Fluidra Group or the Group). Additionally, the Group holds

ownership interests in other entities as detailed in Appendix I

also.

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

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

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

2. Basis of presentation

a) True and fair view

The annual accounts at 31 December 2024 have been prepared

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

accordance with prevailing legislation and the Spanish General

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

financial position at 31 December 2024 and results of

operations, changes in equity, and cash flows for the year then

ended.

The Company's directors expect these 2024 annual accounts to

be approved by shareholders at their general meeting without

significant modification.

The annual accounts are presented in thousands of euros

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

functional and presentation currency.

b) Comparative information

For comparative purposes, the annual accounts include the

2024 figures in addition to those of the prior year for each item

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

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

thereto, which were part of the 2023 annual accounts, approved

by shareholders at their general meeting on 8 May 2024.

c) Group companies

As mentioned in note 7, the Company has a stake in

subsidiaries. As a result, the Company is the parent of a Group

of companies in accordance with current legislation. In addition

to these individual annual accounts, on 25 March 2025 the

directors authorised for issue the consolidated annual accounts

of Fluidra, S.A. and subsidiaries at December 2024, in

accordance with International Financial Reporting Standards

adopted by the European Union (IFRS-EU), which show profit

attributable to equity holders of the Parent of €138,068

thousand (profit of €113,827 thousand in 2023) and equity of

€1,657,194 thousand (€1,576,569 thousand in 2023). The

consolidated annual accounts will be filed at the Barcelona

Companies Registry.

d) Critical issues regarding the

valuation and estimation of

relevant uncertainties and

judgements used when applying

accounting principles

Relevant accounting estimates and judgements and other

estimates and assumptions have to be made when applying the

Company’s accounting principles to prepare the annual

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

judgement or which are more complex, or where the

assumptions and estimates made are significant to the

preparation of the annual accounts, is as follows:

• Significant accounting estimates and key assumptions and

judgements when applying accounting policies

In the Company's 2024 and 2023 annual accounts, estimates

were used by management in order to quantify certain assets,

liabilities, income, expenses and commitments reported

therein. These estimates basically refer to:

Impairment of investments in Group

companies and associates:

An impairment analysis of investments in Group companies and

associates includes an analysis of their recoverable amount,

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

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

received. This recoverable amount is calculated using cash flow

projections based on past results and trend expectations for

each of the markets (see note 3 e). The calculation of the

recoverable amount requires the use of estimates by

management. The key assumptions used to determine fair value

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

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

including the methodology used, could have a significant impact

on values and impairment loss. In addition, the capitalisation

value is used as a reference.

The fair value of the commitment to the Company's

management team to acquire an ownership interest in the

Company's share capital (see note 19 a).

• Reasons that justify the classification of income from

dividends and impairment losses on non-current assets within

operating results (see note 3 e) vii) and note 16).

• Changes in accounting estimates

Although estimates are calculated by the Company's directors

based on the best information available at 31 December 2024

and 2023, future events may require changes to these estimates

in subsequent years. Any effect on the annual accounts of

adjustments made in future reporting periods is recognised

prospectively.

2024 Annual Financial Report 18


	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

3. Significant accounting policies

The accounting principles and measurement criteria contained

in the Spanish General Chart of Accounts have been used to

prepare the annual accounts at 31 December 2024 and 2023.

The most significant principles are summarised as follows:

a) Foreign currency transactions,

balances and cash flows

Foreign currency transactions have been translated into euros

using the exchange rate prevailing at the transaction date.

Monetary assets and liabilities denominated in foreign currency

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

monetary items measured at historical cost are translated at the

exchange rate prevailing at the transaction date.

In the cash flow statement, cash flows from foreign currency

transactions have been translated into euros at the exchange

rates at the dates the cash flows occur.

The effect of exchange rate fluctuations on cash and cash

equivalents denominated in foreign currency is presented under

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

exchange rate fluctuations.

Exchange gains and losses arising on the settlement of foreign

currency transactions and on the translation into euros of

monetary assets and liabilities denominated in foreign

currencies are recognised in profit or loss.

b) Intangible assets

Intangible assets are measured at cost of acquisition or

production. The production cost of inventories includes the

acquisition cost of the asset, other consumables and the costs

directly related to the units produced and a systematically

calculated portion of either the variable or fixed indirect costs

incurred during the transformation process.

Production costs are capitalised in the income statement under

Self-constructed assets. Intangible assets are presented in the

balance sheet at cost, less any accumulated amortisation and

impairment allowances.

Subsequent costs incurred in intangible assets are recorded as

expenses, unless they increase the future economic benefits

expected from the assets.

i) Computer software

Computer software acquired and produced by the Company,

including website development costs, is recognised when it

meets the conditions for consideration as development costs.

Payments made to develop a website for promotional purposes

or to advertise the Company's products or services are

recognised as an expense when incurred.

Computer software maintenance costs are charged as expenses

when incurred.

ii) Research and development

Expenses related to research activities are recognised as an

expense in the income statement when incurred.

The Company capitalises the development costs incurred in

specific and individualised projects that meet the following

conditions:

• Payments attributable to the performance of the project can

be measured reliably.

• The allocation, assignment and timing of costs for each

project are clearly defined.

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

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

thereof once completed and if a market exists.

• The economic and commercial feasibility of the project is

reasonably assured.

• Financing to develop the project, the availability of adequate

technical and other resources to complete the development

and to use or sell the resulting intangible asset are reasonably

assured.

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

use or sale.

If the Company is unable to distinguish the research stage from

the development stage, the costs incurred are recognised as

research expenses.

Costs recognised in profit or loss in previous years cannot

subsequently be capitalised when they meet these conditions.

Upon registration in the corresponding Public Registry,

development expenses are reclassified to the caption Patents,

licences, trademarks and other similar items.

iii) Useful life and amortisation

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

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

an indefinite useful life when there is no foreseeable limit to

when it will generate net cash flows.

2024 Annual Financial Report 19


	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

Intangible assets with finite useful lives are amortised by

systematically allocating the amortisable amount over their

useful lives using the following criteria:


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

To this end, amortisable amount is understood as acquisition

cost less residual value, if applicable.

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

unless:

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

asset at the end of its useful life.

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

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

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

useful life of the asset.

The Company reviews the residual value, useful life and

amortisation method of intangible assets at the end of each

reporting period. Changes to initially established criteria are

accounted for as a change in accounting estimates.

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

modifying the General Chart of Accounts, goodwill and

intangible assets with an indefinite useful life will be amortised

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

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

balance sheet.

iv) Impairment

The Company measures and determines valuation allowances

for impairment of intangible assets and any reversals thereof in

accordance with the criteria described in the section on

property, plant and equipment.

c) Property, plant and equipment

i) Initial recognition

Property, plant and equipment are measured at cost of

acquisition or production. The production cost of inventories

includes the acquisition cost of the asset, other consumables

and the costs directly related to the units produced and a

systematically calculated portion of either the variable or fixed

indirect costs incurred during the production process.

Production costs are capitalised in the income statement under

Self-constructed assets. Property, plant and equipment are

presented in the balance sheet at cost, less any accumulated

amortisation and impairment allowances.

ii) Depreciation

Property, plant and equipment items are depreciated by

allocating their depreciable amount on a systematic basis over

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

as acquisition cost less residual value. The Company determines

the depreciation charge separately for each component of an

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

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

useful life that differs from the remainder of the asset.

Property, plant and equipment are depreciated using the

following criteria:


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

The Company reviews the residual value, useful life and

depreciation method of property, plant and equipment at the

end of each reporting period. Changes to initially established

criteria are accounted for as a change in accounting estimates.

iii) Subsequent costs

Subsequent to initial recognition of the asset, only the costs

incurred which increase capacity or productivity or which

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

amount of parts that are replaced is derecognised. Costs of

servicing are recognised in profit and loss as incurred.

Replacements of property, plant and equipment which meet the

requirements for capitalisation are recognised together with a

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

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

depreciated separately and it is not practicable to determine the

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

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

acquired or constructed.

• Impairment of non-financial assets subject to

amortisation or depreciation

The Company evaluates whether there are indications of

possible impairment losses to verify whether the carrying

amount of these assets exceeds the recoverable amount. The

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

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

existence of any indication of impairment, the Company tests

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

impairment at least annually.

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

the future cash flows expected to derive from the asset,

expectations about possible variations in the amount or timing

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

for bearing uncertainty inherent in the asset and other factors

that market participants would reflect in pricing the future cash

flows expected to derive from the asset. Impairment losses are

recognised in the income statement and are only reversed if

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

asset's recoverable amount.

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

Where the Company has reasonable doubts as to the technical

success or financial and commercial feasibility of in-progress

research and development projects, the amounts in the balance

sheet are recognised directly in losses on the disposal of

intangible assets in the income statement and may not be

reversed.

Recoverable amount is determined for an individual asset,

unless the asset does not generate cash inflows that are largely

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

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

which the asset belongs.

Any reversals of impairment losses are charged to the income

statement. The increased carrying amount of an asset

attributable to a reversal of an impairment loss cannot exceed

the carrying amount that would have been determined (net of

amortisation or depreciation) had no impairment loss been

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

an impairment loss is recognised, the depreciation

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

based on its new carrying amount.

d) Leases

i) Lessee accounting

The Company has the right to use certain assets under lease

agreements.

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

assumes substantially all the risks and rewards incidental to

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

other leases are classified as operating leases.

• Operating leases

Lease payments under an operating lease, net of incentives

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

over the lease term, unless another systematic basis is more

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

Contingent rents are recognised as an expense when it is

probable that they will be incurred.

e) Financial instruments

i) Classification and separation of financial

instruments

A financial instrument is classified upon initial recognition as a

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

it becomes party to the contract or legal transaction, in

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

investor or buyer thereof.

Furthermore, for measurement purposes financial instruments

are classified into financial assets and liabilities at fair value

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

investments in the equity of Group companies, joint ventures

and associates and financial liabilities. They are classified under

the categories above in accordance with the characteristics of

the instrument and the purpose that influenced their purchase.

Regular purchases and sales of financial assets are recognized

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

to purchase or sell the asset.

ii) Offsetting principles

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

Company has a legally enforceable right to offset the recognised

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

the asset and settle the liability simultaneously.

iii) Financial assets and liabilities at fair value

through profit or loss

This heading includes derivative financial instruments that have

not been designated as hedging instruments.

Equity instruments that are not listed on an active market and

whose fair value cannot be reliably measured are not classified

into this category.

Financial assets and liabilities at fair value through profit or loss

are initially recognised at fair value. Transaction costs directly

attributable to the purchase or issue are recognised as an

expense in the income statement as incurred.

After initial recognition, they are recorded at fair value through

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

incurred on sale or disposal. Accrual interest and dividends are

recognised separately.

iv) Loans and receivables

Loans and receivables comprise trade and non-trade receivables

with fixed or determinable payments that are not quoted in an

active market other than those classified in other financial asset

categories. Financial assets included in this category are initially

measured at fair value, including transaction costs, and are

subsequently measured at amortised cost using the effective

interest rate method.

v) Investments in the equity of Group

companies, joint ventures and associates

The investments included in this category are initially measured

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

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

inherent transaction costs are capitalised.

Group companies are those over which the Company, either

directly, or indirectly through subsidiaries, exercises control as

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

the companies are controlled by one or more individuals or

entities acting jointly or under the same management through

agreements or statutory clauses.

Control is the power to govern the financial and operating

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

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

Company or other entities that are exercisable or convertible at

the end of each reporting period are considered.

Associates are defined as the entities over which the Company

has significant influence, either directly or through other

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

subsidiaries. Significant influence is the power to participate in

the financial and operating policy decisions of a company but no

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

voting rights that are exercisable or convertible at the end of

each reporting period, including potential voting rights held by

the Company or other companies, are considered when

assessing whether an entity has significant influence.

After initial recognition, they are measured at cost less any

accumulated impairment, if applicable.

If an investment no longer meets the conditions for

classification in this category, it is reclassified to available for

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

reclassification.

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

out provided there is objective evidence that the carrying value

of an investment will not be recoverable. Impairment loss is

measured as the difference between the carrying amount and

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

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

value of estimated future cash flows from the investment (see

section ix).

vi) Interest and dividends

Interest is recognised using the effective interest rate method.

Dividends from investments in equity instruments are

recognised when the Company is entitled to receive them and

they are recorded under revenue given the Company's business

activity. If the dividends are clearly derived from profits

generated prior to the acquisition date because amounts higher

than the profits generated by the investment since acquisition

have been distributed, the carrying amount of the investment is

reduced.

vii) Fair value

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

or a liability settled between knowledgeable, willing buyers and

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

the following systematic hierarchy to determine the fair value of

financial assets and financial liabilities:

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

advantageous active market to which it has immediate access,

adjusted where necessary to reflect any difference in credit

risk between the instruments commonly traded and the

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

used for assets purchased or liabilities to be issued and the

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

the Company has assets and liabilities that offset market risks

against each other, average market prices are used for the

offset risk positions, applying the appropriate price to the net

position.

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

transactions are used, adjusted for conditions.

• Otherwise, the Company applies generally accepted valuation

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

lesser extent, specific Company data.

viii) Amortised cost

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

for which it was initially measured less repayment of the

principal, plus or less the gradual accumulated allocation or

repayment, using the effective interest rate method, of any

difference existing between the initial value and the repayment

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

default.

Additionally, the effective interest rate is the rate that exactly

discounts estimated future cash payments or receipts through

the expected life of the financial instrument, or shorter where

appropriate, to the carrying amount of the financial asset or

liability. For financial instruments in which the variable to which

commissions, basis points, transactions costs, discounts and

premiums are related is reviewed at market rates before

expected maturity, the amortisation period is that until the next

review of conditions.

Cash flows are estimated considering all contractual conditions of

the financial instrument, excluding future credit losses. The

calculation includes the commissions and basis points of interest

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

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

that the Company cannot reliably estimate cash flows or the

expected life of a financial instrument, contractual cash flows over

the whole contractual period are used.

ix) Impairment of financial assets

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

impairment losses are incurred only if there is objective

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

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

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

financial asset or group of financial assets that can be reliably

estimated.

• Impairment of financial assets measured at

amortized cost

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

objective evidence of impairment of a financial asset or a group

of financial assets with similar risk characteristics assessed

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

their initial recognition causing a reduction or delay in estimated

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

Should this evidence exist, the impairment loss is calculated as

the difference between the carrying value and the current value

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

collateral and personal guarantees expected to be generated,

discounted at the effective interest rate calculated upon initial

recognition. For variable rate financial assets, the effective

interest rate corresponding to the closing date of the annual

accounts under the contractual conditions is used. The

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Company uses formula-based approaches or statistical methods

to determine impairment losses in a group of financial assets.

Impairment adjustments, and the reversal thereof when the

amount of the loss decreases due to causes relating to a

subsequent event, are recognised as expenses or income,

respectively, in the income statement. Impairment reversal is

limited to the carrying amount at which the asset would be

recognised at the reversal date had the impairment not been

recorded.

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

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

reliable enough to be deemed representative of the value the

Company may recover.

• Investments in Group companies, associates and

joint ventures and equity instruments carried at

cost

Impairment is calculated by comparing the carrying amount of

the investment with its recoverable amount. The recoverable

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

sell.

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

present value of future cash flows expected to be derived from

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

estimated cash flows expected to be received from the

distribution of dividends and the final disposal of the

investment.

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

recoverable amount of the investment is available, when

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

equity is taken into consideration, adjusted, where appropriate,

to generally accepted accounting principles and standards in

Spain, corrected for any net unrealised gains existing at the

measurement date.

In subsequent years, reversals of impairment losses in the form

of increases in the recoverable amount are recognised, up to

the limit of the carrying amount that would have been

determined for the investment if no impairment loss had been

recognised.

The recognition or reversal of an impairment loss is recorded in

the income statement.

Impairment of an investment is limited to the amount of the

investment, except when contractual, legal or constructive

obligations have been assumed by the Company or payments

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

circumstance, a provision is recognised.

x) Financial liabilities at amortised cost

The financial liabilities included in this category are initially

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

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

equivalent to the fair value of the consideration received, less

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

inherent transaction costs are capitalised.

For subsequent measurement, the amortised cost method is

used. Interest accrued are expensed in the income statement

(finance cost), using the effective interest method.

The Company derecognises all or part of a financial liability

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

legally released from primary responsibility for the liability

either by process of law or by the creditor.

f) Cash and cash equivalents

Cash and cash equivalents includes cash on hand and demand

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

highly-liquid investments readily convertible into specific

amounts of cash that do not mature beyond three months.

The Company recognises cash payments and receipts for

financial assets and financial liabilities in which turnover is quick

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

considered to be quick when the period between the date of

acquisition and maturity does not exceed six months.

The Company classifies cash flows corresponding to interest

earned and interest paid as an operating activity. Dividends

received from subsidiaries are classified as operating activities

and dividends paid by the Company, as financing activities.

g) Grants, donations and bequests

Grants, donations and bequests are recorded in recognised

income and expense when, where applicable, they have been

officially awarded, the conditions attached to them have been

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

Financial liabilities comprising implicit assistance in the form of

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

The difference between this value, adjusted where necessary for

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

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

grant awarded.

h) Own equity instruments held by

the Company

The acquisition by the Company of equity instruments is

presented separately at acquisition cost as a decrease in

shareholders' equity in the balance sheet. In the transactions

entered into with own equity instruments no profit or loss is

recognised in the income statement.

Transaction costs related to own equity instruments, including

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

decrease in reserves, net of any tax effect.

Dividends related to equity instruments are recorded as a

reduction in equity when they are approved by the shareholders

in general meeting.

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

i) Classification of current and

non-current assets and liabilities

The Company classifies assets and liabilities in the balance sheet

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

liabilities are classified as current in accordance with the

following criteria:

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

realised or are intended for sale or consumption in the

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

trading, they are expected to be realized within twelve months

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

unless they are restricted from being exchanged or used to

settle a liability for at least twelve months after the reporting

date.

• Liabilities are classified as current when they are expected to

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

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

settled within twelve months after the reporting period, or the

Company does not have an unconditional right to defer

settlement of the liability for at least twelve months after the

reporting period.

• Financial liabilities are classified as current liabilities when

they are due to be settled within twelve months after the

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

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

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

after the reporting period and before the financial statements

are authorised for issue.

• Deferred tax assets and deferred tax liabilities are recognised

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

liabilities, irrespective of the expected date of recovery or

settlement.

j) Termination benefits

Unless otherwise justified, the Company is obliged to

compensate its employees when it terminates their services.

Termination benefits are recognised as a liability when the

Company has a detailed formal plan for the termination and

there is a valid expectation among the affected employees that

termination will arise either because the plan has already

started to be implemented or because its main characteristics

have been published.

Termination benefits for voluntary redundancy are recognised

when the scheme is announced and there is no realistic

likelihood of the offer being withdrawn. These payments are

measured based on the best estimate of the group of

employees to be included in the plan.

k) Obligations with employees

In accordance with the agreements signed with executives, in

the event of permanent invalidity, a percentage of the previously

earned remuneration is paid yearly until death. At 31 the

December 2024 and 2023, there is no liability under this

heading, as the obligation has been outsourced.

l) Share-based payment

transactions

The Company recognises a personnel expense for all employee

services received in share-based payment transactions upon

receipt of said services, and the corresponding increase in

equity if the transaction is settled with equity instruments or the

corresponding liability if the transaction is paid with an amount

based on the value of equity instruments.

The Company recognises equity-settled share-based payments,

including non-monetary contributions to capital increases and

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

goods or services received, unless fair value cannot be

estimated reliably, in which case value is determined by

reference to the fair value of the equity instruments granted.

The delivery of equity instruments as consideration for the

services performed by the employees of the Company or third

parties providing similar services are measured by reference to

the fair value of the equity instruments granted.

Employee benefits paid in the form of equity instruments are

recognised by applying the following criteria:

• If the equity instruments granted vest immediately on the

grant date, the services received are recognised with a charge

to the income statement, with a corresponding increase under

Other equity instruments;

• If the equity instruments granted vest when the employees

complete a specified service period, those services are

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

equity instruments.

The Company measures the fair value of the instruments

granted to employees at the grant date.

Market-related vesting conditions are taken into account when

calculating the fair value of the equity instruments granted.

Vesting conditions, other than market conditions, are taken into

account by adjusting the number of equity instruments included

in the measurement of the transaction amount so that,

ultimately, the amount recognised for services received is based

on the number of equity instruments that eventually vest.

Consequently, the Company recognises an amount for the

services received during the vesting period based on the best

available estimate of the number of equity instruments

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

instruments expected to vest differs from previous estimates.

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

Once the services received and the corresponding increase in

equity have been recognised in Other equity instruments, no

additional adjustments to equity are made after the vesting

date, without prejudice to making the corresponding

reclassifications in equity.

m) Provisions

Provisions are recognised when the Company has a present

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

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

embodying economic benefits will be required to settle the

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

of the obligation.

The amount recognised as a provision in the balance sheet is the

best estimate of the expenditure required to settle the present

obligation at the end of the reporting period, taking into account all

risks and uncertainties surrounding the amount to be recognised as

a provision and, where the time value of money is material, the

financial effect of discounting provided that the expenditure to be

made each period can be reliably estimated. The discount rate is a

pre-tax rate that reflects the time value of money and the specific

risks for which future cash flows associated with the provision have

not been adjusted at each reporting date.

Single obligations are measured using the individual most likely

outcome. If the obligation involves a large population of

homogeneous items, it is measured by weighting the possible

outcomes by probability. If there is a continuous range of

possible outcomes and each point on the range has the same

probability as the others, the obligation is measured at the

average amount.

Where the Company has subcontracted the hedged risk to a

third party through a legal or contractual agreement, the

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

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

required to settle an obligation, the provision is reversed.

n) Revenue from the rendering of

services

Revenue from the rendering of services is recognised at the fair

value of the consideration received or receivable. Volume

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

the interest added to the nominal amount of the consideration

are recognised as a reduction in the consideration.

However, the Company includes interest on trade receivables

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

interest rate when the result of upgrading the cash flows is

insignificant.

Discounts given to customers are recognised as a reduction in

sales revenue when it is probable that the discount conditions

will be met.

Revenues associated with the rendering of services are

recognised in the income statement by reference to the stage of

completion at the reporting date when revenues, the stage of

completion, the costs incurred and the costs to complete the

transaction can be estimated reliably and it is probable that the

economic benefits derived from the transaction will flow to the

Company.

The company recognises revenue on ordinary activities when

control of the goods or services committed to customers is

transferred.

The company accounts for this revenue using the following

successive stages:

1. Identify the contract with the customer.

2. Identify the performance obligations.

3. Determine the transaction price or contract

consideration.

4. Allocate the transaction price to the performance

obligations.

5. Recognise the revenue on ordinary activities when the

company meets each performance obligation.

Generally speaking, the Company has concluded that there is

ordinarily a single performance obligation allocated to the

transaction price and therefore no impacts from regulatory

adoption are identified.

o) Income tax

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

Current tax assets or liabilities are measured at the amount

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

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

substantially enacted at the reporting date.

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

except to the extent that the tax arises from a transaction or

event which is recognised, in the same or a different period,

outside profit or loss, directly in equity or a business

combination.

Deductions and other income tax relief granted by public

administrations as a decrease in the amount payable for this tax

are recognised as a decrease in the corporate income tax

expense in the year in which they are accrued.

The Company and other Group companies are taxed under the

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

consolidated tax group and is responsible for making the

relevant payments to the tax authorities (see note 21).

In addition to the factors to be considered for individual taxation

set out previously, the following factors are taken into account

when determining the accrued income tax expense for the

companies forming the consolidated tax group:

• Temporary and permanent differences arising from the

elimination of profits and losses on transactions between

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

Group companies, derived from the process of determining

consolidated taxable income.

• Deductions and credits corresponding to each company

forming the consolidated tax group. For these purposes,

deductions and credits are allocated to the company that

carried out the activity or obtained the profit necessary to

obtain the right to the deduction or tax credit.

Temporary differences arising from the elimination of profits

and losses on transactions between tax group companies are

allocated to the company which recognised the profit/loss and

are valued using the tax rate of that company.

A reciprocal credit and debit arises between the companies that

contribute tax losses to the consolidated Group and the rest of

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

cannot be offset by the other companies in the consolidated

Group, these tax loss carryforwards are recognised as deferred

tax assets, in accordance with the criteria established for their

recognition, considering the tax group as the taxpayer.

The Parent of the group records the total consolidated income

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

(payables) from/to Group companies and associates.

The debt relating to the subsidiaries is recognised with a credit

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

Recognition of taxable temporary differences

Deferred tax liabilities deriving from taxable temporary

differences are recognised in all cases except where they arise

from the initial recognition of goodwill or an asset or liability in a

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

of the transaction, affects neither accounting profit nor taxable

income.

Recognition of deductible temporary

differences

Deferred tax assets arising on deductible temporary differences

are recognised provided that it is probable that sufficient

taxable income will be available against which the deductible

temporary differences can be utilised. Assets that arise from the

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

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

affects neither accounting profit nor taxable income are not

recognised.

Tax planning opportunities are only considered for the purpose

of assessing the recoverability of deferred tax assets if the

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

them.

Measurement

Deferred tax assets and liabilities are measured at the tax rates

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

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

laws) that have been enacted or substantively enacted by the

end of the reporting period and factoring in the tax

consequences that would follow from the manner in which the

Company expects to recover its assets.

p) Transactions between Group

companies

Transactions between Group companies are recognised at the

fair value of the consideration given or received. The difference

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

recognised in line with the underlying economic substance of

the transaction.

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

4. Intangible assets

Details of the investment property accounts and movement

during 2024 and 2023 are as follows:


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


	Thousands of euros
	Balances at 31.12.22	Additions	Disposals	Transfers	Impairment	Balances at 31.12.23
	Balances at 31.12.22	Additions	Disposals	Transfers	Impairment	Balances at 31.12.23
Cost
Patents, licences, trademarks and other similar rights	1,059	—	—	—	—	1,059
Computer software	39,131	2,717	(256)	118	—	41,710
Under construction	118	—	—	(118)	—	—
	40,308	2,717	(256)	—	—	42,769
Accumulated amortisation
Patents, licences, trademarks and other similar rights	(916)	(23)	—	—	—	(939)
Computer software	(29,563)	(3,128)	4	—	—	(32,687)
	(30,479)	(3,151)	4	—	—	(33,626)
Carrying amount	9,829	(434)	(252)	—	—	9,143

a) Computer software

Capitalised expenses relate to the cost of software licences

acquired, external expenses relating to development of the

corporate ERP and personnel expenses for company staff

involved in the development, which are capitalised under Self-

constructed assets. In 2024, €942 thousand of computer

software was capitalised (€466 thousand in 2023). The most

notable additions in the year relate to the project to centralise

the group’s servers, totalling €2,120 thousand and the project to

integrate supply chain processes in a single space, which

amounts to €718 thousand.

b) Fully amortised assets

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

December is as follows:


	Thousands of euros
	2024	2023
Patents, licences, trademarks and other similar rights	384	359
Computer software	27,288	25,479
	27,672	25,838

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

5. Property, plant and equipment

Details of property, plant and equipment and movement during

2024 and 2023 are as follows:


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


	Thousands of euros
	Balances at 31.12.22	Additions	Disposals	Transfers	Balances at 31.12.23
	Balances at 31.12.22	Additions	Disposals	Transfers	Balances at 31.12.23
Cost
Other installations, equipment and furniture	4,761	92	—	—	4,853
Other PPE	3,226	406	(14)	—	3,618
Under construction	1,070	1,365	—	—	2,435
	9,057	1,863	(14)	—	10,906

Other installations, tools and furniture	(830)	(403)	—	—	(1,233)
Other PPE	(1,959)	(559)	6	—	(2,512)
	(2,789)	(962)	6	—	(3,745)
Carrying amount	6,268	901	(8)	—	7,161

a)Fully depreciated assets

The cost of fully depreciated property, plant and equipment

items still in use at 31 December 2024 and 2023 is as follows:


	Thousands of euros
	2024	2023
Other installations, equipment and furniture	118	112
Other property, plant and equipment	1,068	1,504
	1,186	1,616

b) Insurance

The Company has taken out several insurance policies to cover

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

exposed. The coverage of these policies is considered sufficient.

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
Contents

6. Operating leases

- lessee

The Company has leased from third parties several floors in

office buildings and parking spaces, as well as several vehicles

and other assets under operating leases.

The most significant lease contracts are as follows:

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

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

headquarters are located. This agreement came into force on

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

extension) with a 5-month grace period.

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

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

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

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

for an automatically renewable 1-year term.

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

Santiago Russinyol 14. This agreement came into force on 1

November 2021 and has a 5-year term.

Operating lease payments recognised as an expense for the

year are as follows:


	Thousands of euros
	2024	2023
Leased offices and parking spaces	498	489
Leased vehicles	444	360
Other assets under lease	230	252
	1,172	1,101

The future minimum lease payments under non-cancellable

operating leases are as follows:


	Thousands of euros
	2024	2023
Under one year	1,819	1,325
From one to five years	4,032	3,409
Over five years	725	1,330
	6,576	6,064

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Contents

7. Equity instruments and loans

to Group companies

a) Equity instruments of Group

companies

Movement in the equity instruments of Group companies

heading in 2024 and 2023 is as follows:


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


	Thousands of euros
	Balances at				Balances at
	31.12.22	Additions	Disposals	Transfers	31.12.23
Equity instruments	1,448,904	4,100	—	—	1,453,004
Carrying amount	1,448,904	4,100	—	—	1,453,004

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

Commercial, S.A.U. (formerly Fluidra Finco, S.L.U.),

Information relating to remaining interests in Group companies

and associates is presented in Appendix I.

In 2024, the Company made the following changes in interests in

Group companies:

• The Company increased its interest in the subsidiary Fluidra

Commercial, S.A.U. (formerly Fluidra Finco, S.L.U.) as a result

of the long-term variable remuneration plan aimed at Fluidra,

S.A.'s executive directors and management team and the

subsidiaries that make up the consolidated group, with share-

based equity instruments for a total amount of €2,574

thousand.

In 2023, the Company made the following changes in interests in

Group companies:

• The Company increased its interest in the subsidiary, Fluidra

Commercial, S.A.U. (formerly Fluidra Finco, S.L.U.), as a result

of the long-term remuneration plan aimed at Fluidra, S.A.’s

executive directors and management team and the

subsidiaries that make up the consolidated group, with share-

based equity instruments for a total amount of €4,100

thousand.

None of the Group companies in which the Company has

holdings are listed on the stock exchange.

In accordance with article 13.1 of the rewritten text of the

Spanish Companies Act, Group companies that are single

shareholder companies are entered as such on the Companies

The recoverable amount of the groups and companies in which

the Company has interests is determined on the basis of the

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

use. These calculations use cash flow projections based on

finance budgets and/or strategic plans, approved by

management, for the cash-generating units to which goodwill

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

projections are adjusted based on the degree of compliance

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

The estimated long-term growth rate is between 1.92% and

2.99% (between 1.91% and 3.03% in 2023) and does not exceed

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

the CGUs operate. The discount rates after taxes used range

between 8.21% and 12.94% (between 8.18% and 12.90% in

2023). However, this recoverable value is analysed from an

individual perspective for each of the directly and indirectly held

subsidiaries of the Company, based on the forecast evolution of

each subsidiary in line with the average projections and discount

rates used for the CGUs, taking into account their borrowings.

The Group’s market capitalisation at 31 December 2024

amounts to €4,519 million (€3,622 million at 31 December 2023).

The Company has not recorded any valuation adjustments in

2024 or 2023.

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b) Loans to Group companies

Non-current

At 31 December 2024 and 2023, no loans have been granted to

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

Current

Details of current investments in Group companies and

associates at 31 December 2024 and 2023 are as follows:


	Thousands of euros
	2024	2023
Receivables from Group companies under the consolidated tax regime	5,112	14,169
Cash-pooling receivables (Fluidra Commercial, S.A.U)	39,065	57,590
Interest on cash-pooling receivables (Fluidra Commercial, S.A.U)	36	—
Receivables from Group companies for current loans	—	113
	44,213	71,872

The company and other Group companies are taxed under the

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

consolidated tax group and responsible for making the relevant

payments to the tax authorities (see note 21).

Balances receivable under this heading from several Group

companies subject to the consolidated tax regime are recorded

under Receivables from Group companies under the

consolidated tax regime (see note 13).

Cash-pooling debts reflect the company's debtor and creditor

balances in the Group's centralised cash pooling accounts, the

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

Finco, S.L.U).

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8. Non-current investments

Details of non-current investments and movement in 2024 and

2023 are as follows:


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


	Thousands of euros
	Balances at	Additions	Disposals	Transfers	Balances at
	31.12.22	Additions	Disposals	Transfers	31.12.23
Other financial assets	1,301	—	(1,137)	—	164
Carrying amount	1,301	—	(1,137)	—	164

Other non-current financial assets and loans to Group

companies, current investments in Group companies (see note

7) and trade and other receivables (see note 9) are classified

under loans and receivables. There are no significant differences

between the fair values and the carrying amounts of these

categories.

Other financial assets essentially includes non-current security

deposits.

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9. Trade and other

receivables

Details of trade and other receivables are as follows:


	Thousands of euros
	2024	2023
Receivables, Group companies	40,597	7,214
Other receivables	198	114
Provisions for uncollectibility	(829)	(736)
Current income tax assets (see note 21)	24,661	—
Public entities	5,359	867
	69,986	7,459

In 2024, the overdue receivable from Fluidra Maroc, S.A.R.L., for

an amount of €94 thousand, was impaired due to the

impossibility of collection as a result of exchange controls in that

country.

In 2023, the overdue receivable was impaired for €29 thousand,

due to the impossibility of collection.

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10. Equity

• Share capital

At 31 December 2024, 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. The shares bear the same political and financial rights.

The Company only knows the identity of its shareholders

through the information that they provide voluntarily or in

compliance with applicable regulations. In accordance with the

Company's information, the structure of significant ownership

interests at 31 December 2024 and 2023 is as follows:


Ownership percentage
	31.12.24	31.12.23
Rhône Capital L.L.C.	11.67%	11.67%
Boyser, S.R.L.	7.80%	7.80%
Schwarzsee 2018, S.L.	7.41%	7.00%
Dispur, S.L.	7.33%	7.33%
Edrem, S.L.	6.93%	6.93%
Aniol, S.L.	6.23%	6.23%
G3T, S.L.	5.73%	5.73%
Capital Research and Management Company	5.31%	5.31%
Other shareholders	41.59%	42.00%
	100.00%	100.00%

• Share premium

This reserve can be freely distributed, except for the situations

stipulated in section c).

• Reserves

The breakdown of this heading is as follows:


	Thousands of euros
	Balances at	Balances at
	31.12.24	31.12.23
Legal reserve	39,125	39,125
Amortised capital reserve	3,500	3,500
Voluntary reserve	60,155	—
Negative reserves	—	(52,318)
	102,780	(9,693)

a) Legal reserve

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

profit for each year must be transferred to the legal reserve

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

share capital.

This reserve can be used to increase capital by the amount

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

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

sufficient available reserves, the legal reserve may only be used

to offset losses.

At 31 December 2024 and 2023, the legal reserve is fully funded.

b) Amortised capital reserve

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

restricted reserve for amortised capital has been allocated for

an amount equal to the nominal amount of amortised shares,

i.e. €3,500 thousand.

c) Negative reserves

The 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 consolidated text of

the Spanish Companies Act of Royal Decree 1/2010 of 2 July.

• Dividends

According to the minutes of the Company’s ordinary general

shareholders’ meeting held on 8 May 2024, agreement was

made to pay a cash dividend charged to freely available

voluntary reserves of €0.55 gross per eligible Company share,

resulting in a total dividend of €104,412,175 if the distribution

were to be made on all of the Company's ordinary shares. This

dividend was paid out in two payments on 3 July 2024 and 3

December 2024.

According to the minutes of the Company’s ordinary general

shareholders’ meeting held on 10 May 2023, agreement was

made to pay a cash dividend charged to freely available

voluntary reserves of €0,70 gross per eligible Company share,

resulting in a maximum total dividend of €132,893,869 if the

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

shares. Effective payment of this dividend took place on 5 July

2023 and 3 December 2023.

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• Treasury shares

Movement in treasury shares in 2024 and 2023 is as follows:


	Euros
			Average acquisition/ disposal price
	Number	Face value	Average acquisition/ disposal price
Balances at 1.1.23	5,792,658	5,792,658	19.4544
Acquisitions	8,826,554	8,826,554	17.2257
Disposals	(12,310,447)	(12,310,447)	(17.7380)
Balances at 31.12.23	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

The time and maximum percentage limits of treasury shares

meet the statutory limits.

No Group company owns shares in the Parent.

• Proposed distribution

of results

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

December 2023, approved by shareholders at their general

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

Company's 2024 results are as follows:


	Euros
	2024	2023
Basis of allocation:
Profit/(loss) for the year	144,210,876.80	203,291,821.12
Distribution:
To legal reserves	—	—
To voluntary reserves	30,304,801.80	46,572,748.20
To negative reserves	—	52,317,905.17
Interim dividend	—	—
To prior years' losses	—	—
Dividends	113,906,075.00	104,401,167.75
Total	144,210,876.80	203,291,821.12

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

of €0.60 per share to the general shareholders’ meeting,

charged to profit/(loss).

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11. Provisions

A breakdown of other provisions is as follows:


	Thousands of euros
	2024	2023
Provisions for taxes	14,159	13,185
Provisions for obligations with employees	737	604
Litigation and other liabilities	5	5
Total	14,901	13,794

Non-current provisions are broken down into three headings:

Provisions for taxes to cover potential risks related to tax

obligations; Provisions for obligations to employees recorded in

accordance with employment legislation to cover potential

future employee compensation and benefits; and Provisions for

litigation and other liabilities, which includes provisions

recorded in connection with contingencies arisen as a result of

the Company's activities.

Movement during 2024 and 2023 is as follows:


	Thousands of euros
	Provision for employee obligations	Litigation and other liabilities	Provision for taxes	Total
At 1 January 2023	772	5	13,185	13,962
Allocation	—	—	—	—
Amount utilised	(168)	—	—	(168)
At 31 December 2023	604	5	13,185	13,794
Allocation	133	—	1,256	1,389
Amount utilised	—	—	(282)	(282)
At 31 December 2024	737	5	14,159	14,901

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12. Other marketable

securities

In order to reduce finance costs and diversify sources of

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

scheme on the Alternative Fixed Income Market (MARF). On 28

June 2024, the scheme was renewed for a further year for €200

million, with no amount outstanding at 31 December 2024

(€24.7 million at 31 December 2023, with an interest rate linked

to existing issues of between 2.80% and 4.80%).

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13. Debt with Group companies

and associates

The breakdown of this heading is as follows:


	Thousands of euros
	Balances at	Balances at
	31.12.24	31.12.23
Debt with Group companies	2,391	5,334
Payables to Group companies under the consolidated income tax regime	24,635	4,351
	27,026	9,685

The Company and other Group companies are taxed under the

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

consolidated tax group and is responsible for making the

relevant payments to the tax authorities.

Balances payable under this heading from Group companies

subject to the consolidated tax regime are recorded under

Payables to Group companies under the consolidated tax

regime (see note 21).

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14. Trade and other

payables

A breakdown of this caption in the consolidated statement of

financial position is as follows:


	Thousands of euros
	2024	2023
Payables	23,973	17,315
Public entities	5,192	7,468
Salaries payable	6,709	6,434
Current income tax liabilities (see note 21)	791	510
	36,665	31,727

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15. Risk management policy

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

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

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

The Company focuses its risk management on uncertainty in the

financial markets and aims to minimise potential adverse effects

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

mitigate certain risks.

Market, liquidity, foreign exchange and interest rate risk

management is monitored by the Group's Central Finance

Department in accordance with the policies defined by the

Group. This department identifies, evaluates, and covers

financial risks in close collaboration with the Group's operating

units.

Credit risk is managed centrally by the Company in accordance

with the parameters set out in Group policies.

a) Credit risk

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

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

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

established amounts and time frame.

The accompanying table shows the ageing analysis of Trade and

other receivables which are past due but not impaired at 31

December 2024 and 2023, as they are mainly debts with Group

companies.


		2024	2023
Not due		39,426	6,343
Past due		540	249
	0 - 90 days	385	87
	90 - 120 days	24	48
	More than 120 days	131	114

b) Liquidity risk

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

sufficient funds or access to sufficient funds at an acceptable

cost to meet its payment obligations at all times.

The Company applies a prudent policy to cover its liquidity risks

based on having sufficient cash and marketable securities, as

well as sufficient financing through credit facilities, to settle

market positions. Due to the dynamic nature of the underlying

businesses, the Group's finance department aims to maintain

sufficient headroom on its undrawn committed borrowing

facilities.

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

forecasts, the Company does not expect any difficulties in terms

of liquidity.

c) Foreign currency risk

The Company is not significantly exposed to foreign currency

risk.

d) Cash flow interest rate risk

The income and cash flows from operating activities are not

significantly affected by fluctuations in market interest rates.

There are no significant cash flow interest rate risks.

The Company manages cash flow interest rates in coordination

with the Group.

e) Market risk

The Company is not exposed to significant market risk.

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16. Income and expense

a) Revenue

Revenue in 2024 and 2023 relates to services rendered to Group

companies and dividends (see note 18).

b) Personnel expense

Details of the personnel expense in 2024 and 2023 are as

follows:


	Thousands of euros
	31.12.24	31.12.23
Salaries, wages and indemnities	37,739	34,734
Social Security payable by the company	8,235	7,001
Payments to personnel in equity instruments	2,666	4,043
Other employee benefits expense	895	733
	49,535	46,511

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17. Employee information

The average headcount in 2024 and 2023 of the Company's

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


	31.12.24	31.12.23
Directors (*)	14	13
Executives	18	18
Managers	51	48
Professional workers	146	139
Technicians	259	219
Administrative and support staff	58	58
	546	495

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

2023.

At year end, the distribution by gender of personnel and

directors is as follows:


	31.12.24		31.12.23
	Men	Women	Men	Women
Directors (*)	10	4	10	3
Executives	17	3	12	3
Managers	37	16	33	15
Professional workers	99	50	95	45
Technicians	179	113	134	93
Administrative and support staff	28	36	24	32
	370	222	308	191

(*) The Directors category includes two senior managers in 2024 and 2023.

The average number of employees with a disability equal to or

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

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

average number of employees with a disability equal to or

greater than 33% during 2023 is 5, with one from the

“Executives” category, 1 from the “Technicians” category and 3

from the “Professional workers” category.

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18. Transactions with Group companies

and associates

Details of the most important transactions with Group

companies and associates are as follows:


	Thousands of euros
	31.12.24	31.12.23
Income
Dividends	179,346	252,000
Services rendered	81,876	46,417
Non-trading income	8,905	7,006
Interest income	1,695	216
Total income	271,822	305,639
Expenses
Expenses for services received	6,178	8,529
Interest expense	1,962	2,937
Total costs	8,140	11,466

Details of the dividends recorded in 2024 and 2023 are as

follows:


	Thousands of euros
	31.12.24	31.12.23
Fluidra Commercial, S.A.U.	179,346	252,000
	179,346	252,000

The Company only receives dividends from the

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

S.L.U.).

The income caption Services rendered includes necessary

recurrent services rendered by Fluidra, SA. to the Group

companies in the area of management and administration. The

main services included fall under the following areas:

Chairperson, Board of Directors and CEO, General Director of

Operations, Internal Auditing, Finance, Investor Relations, Legal

Services, Tax, Investments and Acquisitions, Human Resources,

Supply Chain, IT Systems, Communication and Marketing, Lean

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

General Division Management, General Services (telephony,

travel and insurance) and Technical Office and Sales Support.

Expenses for services received includes the services rendered by

Group companies, specifically Zodiac Pool Solutions LLC, to

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

previous paragraphs.

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19. Information on the directors

a) Remuneration and balances with

the Company's directors and

senior management

No advances or loans have been granted to key senior

management personnel or directors.

The pay earned by key management personnel and directors of

the Company is as follows:


	Thousands of euros
	2024	2023
Total key management personnel	3,833	2,787
Total directors of the Company (*)	4,709	4,309

(*) At 31 December 2024, a portion of the pay under the Total directors of the

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

thousand in 2023).

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

total of €1,591 thousand in 2024 (€1,489 thousand in 2023) from

the consolidated companies where they are directors. Similarly,

the members of the board of directors have received €157

thousand in compensation for travel expenses in 2024 (€133

thousand in 2023).

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

of €2,960 thousand in 2024 (€2,692 thousand in 2023). The

executive function includes remuneration in kind relating to the

share plan, a vehicle and life insurance.

In the year ended 31 December 2024, the Company has taken

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

thousand (€50 thousand in 2023) to cover survival, death and

temporary and permanent incapacity contingencies.

Furthermore, the Company has made contributions to benefit

plans of €91 thousand (€66 thousand in 2023).

During the year ended 31 December 2024, the company paid

the annual civil liability insurance premiums for directors and

executives of the Group for possible damages and/or claims

from third parties during the exercise of their duties amounting

to €147 thousand (€152 thousand in 2023), with all Group

directors and executives, including those of the company, being

covered by these policies.

In addition to the above, the Group has no pension plan or life

insurance policies for former or current members of the board

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

guarantees on their behalf.

The Group’s key management includes the executives that

answer directly to the board of directors or senior

management, as well as the internal auditor.

On 9 June 2022, the general meeting of shareholders approved

a new long-term variable remuneration plan for executive

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

subsidiaries comprising the consolidated group, including the

delivery 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

delivered to the beneficiaries after a certain period of time,

provided that certain strategic objectives of the Fluidra Group

are met and the requirements set forth in the regulations are

fulfilled.

The plan is divided into three independent cycles and will have

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

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

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

respectively.

Each cycle shall have a target measurement period of three

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

and ending three years after the start date of the cycle

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

cycle measurement period ends.

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

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

entitled to receive the incentive depending on the degree of

fulfilment with the objectives set for the relevant cycle.

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

the financial year subsequent to the end of the measurement

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

which the measurement period of the relevant cycle ends.

In order for the beneficiary to consolidate the right to receive

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

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

the cycle's measurement period, notwithstanding the special

cases of disengagement set out in the regulations, and the

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

must be met.

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

the following strategic targets;

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

terms;

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b) Evolution of the Fluidra Group’s EBITDA;

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

Governance).

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

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

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

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

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

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

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

measurement period.

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

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

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

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

maximum amount allocated to each cycle by the weighted

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

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

measurement period.

If the maximum number of shares allocated to the plan

authorised by the general shareholders' meeting is not sufficient

to settle the incentive in shares corresponding to the

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

cash the excess incentive that cannot be settled in shares.

At 31 December 2024, the best estimate of the fair value of the

plan’s total amount comes to approximately €27,602 thousand

(€30,536 thousand at 31 December 2023), which will be settled

in full in equity instruments. At 31 December 2024, an equity

increase was recorded in this respect for the amount of €4,987

thousand (€8,142 thousand at 31 December 2023).

b) Transactions other than

ordinary business or under

terms differing from market

conditions carried out by the

directors of the Company

During 2024 and 2023, the directors of the Company have not

carried out any transactions with the Company or with group

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

in the normal course of business.

c) Conflicts of interest concerning

the directors of the Company

Neither the Company's directors nor any persons related to

them were party to any conflicts of interest requiring disclosure

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

consolidated text of the Spanish Companies Act.

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20. Other commitments

and contingencies

At 31 December 2024 and 2023, the Group has not presented

any mortgage guarantees.

At 31 December 2024, the Group has presented guarantees to

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

2023).

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

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

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

borrowers, Fluidra North America, LLC (formerly Zodiac Pool

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

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

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

(Holdings), who are severally liable for the obligations of said

agreement. The following Group companies also act as

guarantors (Guarantors), jointly and severally liable if the

borrowers breach the agreement: Zodiac Pool Systems LLC, SR

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

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

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

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

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

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

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

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

order to meet the personal obligations assumed, the

Guarantors have created a collateral package for some of their

assets in the four jurisdictions in which they operate, namely

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

on shares, intellectual property and certain receivables.

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

certain shares as guarantees in rem to ensure compliance with

the financial obligations assumed in the credit agreement.

Specifically, senior pledges have been established on shares in

the companies mentioned above with registered addresses in

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

established in the US include collection rights to borrowed

money and the rights to dividends and other rights linked to

these shares.

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

signed on intellectual property assets.

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

Holdings Australia Pty Ltd and Fluidra Group Australia Pty Ltd,

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

companies, including all their intellectual property assets.

Appendix I includes details of the carrying amount and capital

and reserves of the aforementioned shares that jointly and

severally guarantee the long-term loan.

In terms of the intellectual property subject to guarantee, the

only carrying amount related to the guarantees granted, as

mentioned above, arises from the fair value of the brands

identified in the business combination with Zodiac in 2018, and

amounts to USD 137,588 thousand.

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21. Deferred taxes and Income tax

During 2024, the Company continues to be taxed under the

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

consolidated tax group and is responsible for making the

relevant payments to the tax authorities. The companies that

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

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

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

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

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

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

Profits determined in accordance with tax legislation are subject

to a rate of 25% on the taxable income of companies located in

areas of Spain not subject to a regional tax agreement.

In 2023, the consolidation scope included Fluidra Export, S.A.,

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

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

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

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

S.A.U, Innodrip, S.L.U. and Fluidra Finco, S.L.U.

A reconciliation of net income and expenses for the year with

taxable income at 31 December 2024 and 2023 is as follows:


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

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	Thousands of euros
	2023
	Income statement			Income and expense recognised in equity
	Increases	Decreases	Net	Increases	Decreases	Net	Total
Income and expense for the period	—	—	203,292	—	—	—	203,292
Corporate income tax	—	—	12,040	—	—	—	12,040
Profit/(loss) before tax			191,252				191,252
Permanent differences - ind. company	831	(239,400)	(238,569)	—	—	—	(238,569)
Permanent differences - consolidated tax group	—	—	—	—	—	—	—
Temporary differences - ind. company	37,614	(24,426)	13,188	—	—	—	13,188
Originating in this year	37,614		37,614	—	—	—	37,614
Originating in prior years	—	(24,426)	(24,426)	—	—	—	(24,426)
Temporary differences - consolidated tax group	—	—	—	—	—	—	—
Offsetting of tax loss carryforwards	—	—	—	—	—	—	—
Taxable income			(34,129)				(34,129)

The individual company's permanent differences relate mainly

to the elimination of dividends and other non-deductible

expenses.

The temporary differences of the individual company relate

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

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

deductibility of depreciation and amortisation in 2013 and 2014.

Details of deferred tax assets and liabilities by type are as

follows:


	Thousands of euros
	Assets		Liabilities		Net
	2024	2023	2024	2023	2024	2023
50% limit on offsetting of tax losses (additional provision 19, corporate income tax law)	11,219	8,407	—	—	11,219	8,407
Provision for employee obligations	3,219	2,589	—	—	3,219	2,589
Other items	342	200	—	—	342	200
Total	14,780	11,196	—	—	14,780	11,196

Taking effect in 2023, 2024 and 2025, additional provision

number 19 of the Spanish corporate income tax law (Law

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

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

measure, the Company has capitalised €3,595 thousand (€8,407

thousand in the previous year) which, in accordance with the

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

next 10 years.

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The breakdown of changes by type of deferred tax asset and

liability is as follows:


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


	Thousands of euros
	31.12.22	Losses and gains	Equity	Other	31.12.23
Deferred gains	(1,138)	—	—	1,138	—
Tax credit for unused tax loss carryforwards and deductions	—	—	—		—
Limit on deductibility of amortisation/depreciation	2	—	—	(2)	—
50% limit on offsetting of tax losses (additional provision 19, corporate income tax law)	—	8,407	—	—	8,407
Provision for employee obligations	7,498	(4,909)	—	—	2,589
Other items	2,034	(1,834)	—	—	200
Total	8,396	1,664	—	1,136	11,196

At 31 December 2024, deferred tax assets of €1,338 thousand

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

December 2023, €863 thousand were expected.

The breakdown of corporate income tax income is as follows:


	Thousands of euros
	2024	2023
Current tax
for the year	(4,442)	(9,755)
Tax deductions	(696)	447
Prior years' adjustments	17	(1,194)
Other	1,936	126
Deferred taxes	—
Source and reversal of temporary differences	(3,526)	(1,664)
	(6,711)	(12,040)

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The reconciliation of current tax with current net income tax

liabilities / (assets) is as follows:


	Thousands of euros
	2024	2023
Current tax	5,138	(9,308)
Liabilities of Group companies under the consolidated tax regime	19,523	9,818
Current income tax (assets)/ liabilities (see note 9)	24,661	510

The relationship between income tax expense and profit from

continuing operations is as follows:


	Thousands of euros
	2024	2023
Profit for the year before tax from continuing operations	137,500	191,252
Profit at 25%	34,375	47,813
Dividend exemption	(42,595)	(59,850)
Permanent differences	252	208
Tax deductions	(696)	—
Other	1,953	(211)
Income tax expense/(income)	(6,711)	(12,040)

The company has not recognised a deduction of €21 thousand

applicable until 2041 as a deferred tax asset.

Likewise, at 31 December 2024 and 2023, there are no

unrecognised tax loss carryforwards pending offset or unused

deductions.

The years open to inspection are:


Tax	Open tax periods
Corporate income tax	From 2020 to 2024
Value added tax	From 2021 to 2024
Personal income tax	From 2021 to 2024
Tax on Economic Activities	From 2021 to 2024

Tax returns cannot be considered definitive until they have been

inspected by the tax authorities or the inspection period of four

years has elapsed. Due to different possible interpretations of

current fiscal legislation, additional tax liabilities could arise in

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

consider that in the event of additional tax inspections, the

possibility that contingent liabilities arise is remote and the

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

significant impact on the Company's annual accounts.

There are no inspections in progress at 31 December 2024 for

the company nor for the tax group of which the company is

parent.

Pilar 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 Pilar 2.

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

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

minimum taxation level, among other things, applicable to years

beginning on or after 1 January 2024.

The Group has assessed the potential impact of adopting this

standard on its consolidated financial statements. As a result,

the Group has recorded a provision of €790 thousand for

estimated top-up tax in the United Arab Emirates, China and

Bulgaria jurisdictions. In the other jurisdictions in which the

Group operates, no tax is expected to 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 Pilar 2 regulations by stipulating that the top-up tax will

be zero when one of three conditions are met.

In accordance with the temporary exemption included in IAS 12,

the Group has not recognised deferred tax assets or liabilities

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

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22. Information on late payment

to suppliers

According to Law 31/2014 of 3 December establishing measures

on combating late payment in commercial transactions, the

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


	2024	2023
	Days	Days
Average payment period to suppliers	55.60	46.74
Transactions paid ratio	58.17	48.89
Transactions payable ratio	44.46	34.67

	Amount (thousands of euros)	Amount (thousands of euros)
Total payments made	85,980	77,949
Total payments outstanding	19,855	13,853
Monetary amount of invoices paid within the maximum period set out in late payment legislation	44,638	58,169
Payments made within the maximum period as a percentage of total payments made	51.92%	75.00%

	Amount (number of invoices)	Amount (number of invoices)
Invoices paid within the maximum period set out in late payment legislation	3,948	3,446
Percentage of total invoices	66.50%	69.00%

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23. Auditors' and their Group companies'

or related parties’ fees

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

professional services during the year ended 31 December 2024

and 2023:


	Thousands of euros
	31.12.24	31.12.23
Audit services	139	139
Other assurance services	146	104
Total	285	243

Other assurance services for 2024 and 2023 includes: the report

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

the review report on non-financial information and

sustainability report and the review of the integrated report.

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

related to the services rendered in 2024 and 2023, regardless of

when they were invoiced.

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

for professional services to the Group during the years

ended 31 December 2024 or 2023.

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24. Environment

Given the company's business activities, at 31 December 2024

and 2023 there are no significant assets for the protection or

improvement of the environment and it has not incurred any

major expenses of an environmental nature during either year.

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

significant contingencies in connection with the protection and

improvement of the environment and that it is not necessary to

recognise any provisions for environmental liabilities and

charges at year end.

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25. Subsequent events

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. BAC has around 60 employees and expects sales

and adjusted EBITDA in 2024 of around €13 million and €2.5

million, respectively. This acquisition helps Fluidra strengthen its

standing in pool covers in central Europe. This is a sustainable

product that is increasingly in demand on the market as the

covers significantly reduce water evaporation and loss of heat

from swimming-pools, leading to savings in water replacement

and energy.

On 6 March 2025, the Company 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.

At the date of authorisation for issue of these annual accounts,

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.

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Appendix I

Fluidra, S.A.

Information on Group companies

31 December 2024


Name	% of interest		Euros
			Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
Details of subsidiaries	Direct	Ind	Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
FLUIDRA COMMERCIAL, S.A.U.	100%		142,690,173	1,439,620,919	240,153,269	(179,345,624)	1,643,118,737	1,455,578,283
AO ASTRAL SNG		90%	194,936	1,658,179	1,002,179	—	2,855,294	823,516
ASTRAL AQUADESIGN LIMITED LIABILITY COMPANY		58,50%	11,873	621,744	410,270	—	1,043,887	5,702
ASTRAL BAZENOVE PRISLUSENTSVI, S.R.O.		100%	71,395	2,379,670	343,688	—	2,794,753	1,229,641
FLUIDRA INDIA PRIVATE LIMITED		100%	360,201	1,080,116	1,654,552	—	3,094,869	965,501
ASTRALPOOL CYPRUS, LTD		100%	1,000	1,892,097	765,102	—	2,658,199	1,045,000
ASTRALPOOL HONGKONG, CO., LIMITED		100%	994	697,907	4,154	—	703,055	994
FLUIDRA SWITZERLAND, S.A.		100%	922,085	112,316	(356,120)	—	678,281	1,034,841
ASTRALPOOL UK LIMITED		100%	51,603	2,176,229	1,001,470	—	3,229,302	4,522,264
CEPEX MEXICO, S.A. DE C.V.		100%	633,090	100,964	(159,440)	—	574,614	555,778
CERTIKIN INTERNATIONAL, LIMITED		100%	1,500,003	10,947,200	1,841,365	—	14,288,568	17,225,862
FLUIDRA INDIA PRIVATE LIMITED		100%	360,201	1,080,116	1,654,552	—	3,094,869	1,612
FLUIDRA ADRIATIC D.O.O.		100%	10,060	1,059,361	479,439	—	1,548,860	1,495,952
FLUIDRA BALKANS JSC		61,16%	216,354	1,407,481	2,806,373	—	4,430,208	719,114
FLUIDRA BRASIL INDÚSTRIA E COMÉRCIO LTDA		100%	20,414,607	(8,120,206)	1,368,362		13,662,763	18,848,599
VEICO.COM.BR INDÚSTRIA E COMÉRCIO LTDA		100%	794,821	(1,019,295)	91,051	—	(133,423)	—
FLUIDRA CHILE, S.A.		100%	2,746,065	(906,431)	157,623	—	1,997,257	3,007,192
FLUIDRA COLOMBIA, S.A.S		100%	1,743,492	(436,790)	(108,767)	—	1,197,935	1,643,864
FLUIDRA COMERCIAL ESPAÑA, S.A.U.		100%	1,202,072	28,147,343	10,272,773	—	39,622,188	38,723,524
FLUIDRA EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		100%	70,757	3,131,023	1,401,571	—	4,603,351	3,211,203
W.I.T. EGYPT, EGYPTIAN LIMITED LIABILITY COMPANY		100%	1,045,059	(1,013,797)	106,966	—	138,228	996,554

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Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
Details of subsidiaries	Direct	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
FLUIDRA EXPORT, S.A.U.		100%		601,000	3,605,064	2,021,242	—	6,227,306	820,950
ASTRALPOOL (THAILAND) CO., LTD		100%		580,680	2,362,495	524,320		3,467,495	288,378
FLUIDRA INDONESIA PT.		100%		1,870,547	1,179,105	(282,556)		2,767,096	1,877,901
FLUIDRA TUNISIE, S.A.R.L.		100%		67,016	47,794	21,416		136,226	63,522
FLUIDRA GLOBAL DISTRIBUTION, S.L.U.		100%	(7)	1,753,100	12,316,372	(2,870,088)	—	11,199,384	31,585,434
FLUIDRA HELLAS, S.A.		96,96%		3,768,050	1,270,926	2,850,151	—	7,889,127	4,188,271
FLUIDRA HOLDINGS SOUTH AFRICA PTY LTD		100%		25,633,166	7,253,752	(14,404)	—	32,872,514	26,417,215
FLUIDRA WATERLINX PTY, LTD		100%		25,073,684	(5,711,702)	4,325,806	—	23,687,788	35,049,863
FLUIDRA INDONESIA PT.		100%		1,870,547	1,179,105	(252,536)	—	2,797,116	98,262
FLUIDRA KAZAKHSTAN LIMITED LIABILITY COMPANY		70%		47,250	1,273,194	138,617	—	1,459,061	872,628
FLUIDRA MAGYARORSZÁG KFT.		95%		156,561	(376,960)	(1,186,140)	—	(1,406,539)	1,116,177
FLUIDRA MALAYSIA SDN.BHD.		100%		364,620	379,480	150,458	—	894,558	620,887
FLUIDRA MAROC, S.A.R.L.		100%		311,143	3,826,215	1,913,637	—	6,050,995	2,911,292
FLUIDRA MEXICO, S.A. DE C.V.		100%		3,358,504	1,775,598	(2,342)	—	5,131,760	3,303,436
FLUIDRA MIDDLE EAST FZE		100%		211,231	17,684,469	6,851,633	—	24,747,333	599,294
FLUIDRA MONTENEGRO DOO		60%		10,000	419,026	126,936	—	555,962	6,000
FLUIDRA ÖSTERREICH GMBH "SSA"		98,50%		1,158,434	7,131,741	1,554,515	—	9,844,690	6,942,991
FLUIDRA POLSKA, SP. Z.O.O.		100%		95,376	1,136,447	415,937	—	1,647,760	236,997
FLUIDRA COMERCIAL PORTUGAL UNIPESSOAL, LDA		100%		1,375,641	6,907,682	2,697,130	—	10,980,453	7,457,938
FLUIDRA ROMANIA S.A.		66,66%		50,000	262,545	426,114	—	738,659	33,330
FLUIDRA SERBICA, D.O.O. BEOGRAD		60%		10,000	296,492	687,760	—	994,252	6,000
FLUIDRA COMMERCIALE ITALIA, S.P.A.		100%		1,060,000	10,417,541	6,546,286	—	18,023,827	16,610,888
FLUIDRA SINGAPORE, PTE LTD		100%		238,473	1,678,232	135,410	—	2,052,115	882,821
FLUIDRA NORDIC AB		100%		5,768	36,918	181,742	—	224,428	5,563
ASTRALPOOL (THAILAND) CO., LTD		100%		580,680	2,362,495	524,320	—	3,467,495	130,400
FLUIDRA TR SU VE HAVUZ EKIPMANLARI AS		51%		169,192	2,789,701	2,249,487	—	5,208,380	73,481
FLUIDRA VIETNAM LTD		100%		119,209	354,433	63,473	—	537,115	119,208
SIBO FLUIDRA NETHERLANDS B.V.		100%	(2)	323,528	12,934,717	1,380,479	—	14,638,724	16,787,551
YA SHI TU SWIMMING POOL EQUIPMENT (SHANGAI) CO, LTD		100%		85,183	578,483	(542,650)	—	121,016	85,183
FLUIDRA DEUTSCHLAND GMBH		100%	(6)	3,962,512	62,165	33,869	—	4,058,546	56,494,489
FLUIDRA HOLDINGS AUSTRALIA PTY LTD		100%		131,949,901	(96,019,640)	18,332,425	(21,410,656)	32,852,030	118,796,524
SRS AUSTRALIA PTY LTD		100%		186,763	(1,121,486)	216,177	—	(718,546)	3,162,050

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Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
Details of subsidiaries	Direct	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
SUNBATHER PTY LTD		100%		4,380	3,487,692	(532,860)	—	2,959,212	8,841,644
FLUIDRA GROUP AUSTRALIA PTY LTD		100%		20,509,253	23,285,886	10,633,679	—	54,428,818	26,754,778
FABTRONICS AUSTRALIA PTY LTD		100%		62	(62)	—	—	—	7,023,384
FLUIDRA (N.Z.) LIMITED		100%		59	1,267,421	(95,190)	—	1,172,290	110
FLUIDRA TUNISIE, S.A.R.L.		100%		67,016	47,794	21,416	—	136,226	642
FLUIDRA BH D.O.O. BIJELJINA		60%		10,035	378,132	370,283	—	758,450	6,009
CEPEX S.A.U.		100%		11,037,930	22,021,803	4,866,628	—	37,926,361	88,818,379
SACOPA, S.A.U.		100%	(9)	601,000	39,124,125	13,826,828	—	53,551,953	224,858,078
I.D. ELECTROQUÍMICA, S.L.U.		100%		5,022	6,249,292	4,636,394	—	10,890,708	61,987,757
INQUIDE, S.A.U.		100%		10,293,709	21,593,680	6,397,793	—	38,285,182	105,977,657
FLUIDRA SI D.O.O.		60%		30,000	133,640	30,102	—	193,742	18,000
SWIM & FUN SCANDINAVIA Aps		100%		16,792	3,577,801	1,059,367	—	4,653,960	18,005,891
AQUACONTROL, GESELLSCHAFT FÜR MEß-, REGEL- UND STEUERUNGSTECHNIK ZUR WASSERAUFBEREITUNG GMBH		100%		66,600	1,603,467	(185,569)	—	1,484,498	1,539,304
NINGBO DONGCHUAN SWIMMING POOL EQUIPMENT CO., LTD		70%		905,369	6,969,451	2,846,359	—	10,721,179	633,758
TALLERES DEL AGUA, S.L.U.		100%		2,203,753	(645,388)	(367,776)	—	1,190,589	1,549,796
MANUFACTURAS GRE, S.A.U.		100%		445,343	20,265,697	1,603,828	—	22,314,868	27,587,523
TRACE LOGISTICS, S.A.U.		100%		4,509,000	970,211	394,459	—	5,873,670	3,347,690
TRACE LOGISTICS NORTH BV		100%		30,000	(190,687)	87,318	—	(73,369)	—
INNODRIP, S.L.U.		100%		760,000	3,329,684	(1,562,742)	—	2,526,942	150,000
FLUIDRA NORTH AMERICA LLC		100%	(10)	295,454,402	(296,928,298)	126,169,876	(138,991,846)	(14,295,866)	1,077,536,765
ZODIAC POOL SYSTEMS CANADA, INC.		100%		4,377,616	1,278,506	421,206	—	6,077,328	855,350
ZODIAC POOL SYSTEMS LLC		100%		79,255,428	(45,805,733)	187,159,783	—	220,609,478	172,778,020
COVER-POOLS INCORPORATED		100%		470,118	39,847,233	6,658,624	—	46,975,975	23,267,490
FLUIDRA LATAM EXPORT LLC		100%		178,659	1,864,530	1,250,501	—	3,293,690	189,358
FLUIDRA USA, LLC		100%		4,955,885	(5,950,634)	(716,211)	—	(1,710,960)	6,873,913
CUSTOM MOLDED PRODUCTS LLC		100%		52,630,268	(37,289,955)	(1,380,382)	—	13,959,931	223,235,330
CUSTOM MOLDED PRODUCTS SHANGAI INC.		100%		5,777,424	(177,913)	3,067,279	—	8,666,790	10,682,276
S.R. SMITH, LLC		100%		—	36,769,324	7,518,695	—	44,288,019	216,908,438
TAYLOR WATER TECHNOLOGIES LLC		100%		(1,254,940)	9,703,989	10,628,244	—	19,077,293	72,561,015
ZPES HOLDING SAS		100%		320,403,565	57,931,946	24,778,607	—	403,114,118	320,898,864
ZODIAC POOL CARE EUROPE SAS		100%		6,884,265	38,040,324	6,158,157	—	51,082,746	230,948,628

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	ANNUAL ACCOUNTS	FINANCIAL REPORT
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Name	% of interest			Euros
				Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
Details of subsidiaries	Direct	Ind		Capital and share premium	Reserves	Profit/(loss) for the year	Interim dividend	Total shareholders' equity	Carrying amount
ZODIAC SWIMMING POOL EQUIPMENT (SHENZHEN) CO., LTD.		100%		77,200	743,807	86,067	—	907,074	—
FLUIDRA COMMERCIAL FRANCE, S.A.S.		100%		13,307,294	5,821,191	6,000,010	—	25,128,495	70,638,053
FLUIDRA BELGIQUE, S.R.L.		100%		162,920	1,425,270	44,195	—	1,632,385	4,819,600
POOLWEB SAS		100%		37,000	333,995	871,959	—	1,242,954	125,225
FLUIDRA INDUSTRY FRANCE, S.A.S.		100%		2,050,000	6,831,557	2,415,849	—	11,297,406	4,019,800
PISCINES TECHNIQUES 2000, S.A.S.		100%		1,062,169	544,928	25,485	—	1,632,582	1,000,001
NCWG, SISTEMAS DE GESTAO DE AGUA, LDA		100%	(3)
DINI & LULIO, LDA		100%	(3)
ECOHÍDRICA, TECNOLOGIAS DA ÁGUA LDA.		100%	(3)
KREATIVE TECHK, LDA		100%	(3)
List of associates consolidated using the equity method
ASTRAL NIGERIA, LTD		25%	(1)
ASPIRE POLYMERS PTY. LTD		50%
BLUE FACTORY S.R.L.		17%
List of companies consolidated at cost
DISCOVERPOOLS COM, INC.		11%	(1)
SWIM-TEC GmbH		25%	(4)

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

(2) Sibo Fluidra Netherlands, B.V. owns 100% of the share capital of the German company SIBO Gmbh.

(3) Companies acquired during the current year

(4) 25% of the company owned by Fluidra Deutschland, GmbH.

(5) Absorbing company of Zodiac International SAS

(6) Absorbing company of Meranus Haan and Meranus Lauchhammer.

(7) Absorbing company of Unistral Recambios, S.A.U.

(8) Absorbing company of Fluidra Finco S.L.U.

(9) Absorbing company of Poltank, S.A.U.

(10) Company previously called Zodiac Pool Solutions LLC,

(11) Company previously called Cover-Pools Incorporated.

(12) In the year ended 31 December 2024, the following companies have been wound up: Cmp Pool & Spa (Shanghai) Co, Ltd, Turcat Polyester Sanayi Ve Ticaret A.S., Certikin International (Ireland) Limited, Fluidra Australia PTY LTD, Cepex Mexico,

Astralpool Australia PTY LTD and Hurlcon Staffing PTY LTD

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	ANNUAL ACCOUNTS	APPENDICES
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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 waste

water 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 (Thailand) Co., Ltd, domiciled in Samuth Prakarn

(Thailand), is mainly engaged in the marketing of pool, spa

and irrigation products.

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

engaged in the manufacture, purchase and

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

swimming-pool products.

• 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. (formerly Cover Pools Incorporated),

domiciled in West Valley City (USA), is mainly engaged in the

manufacture and distribution of automatic pool covers.

• Custom Molded Products, LLC, domiciled in Newnan,

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

act or activity whereby limited liability companies may be

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

required or incidental thereto.

• Custom Molded Products 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.

• Dini & Lulio, LDA, domiciled in Sintra (Portugal), is engaged in

the marketing, import and export of water treatment

equipment, swimming-pools and chemical products, pumps

and dosage systems, domestic and industrial waste water

treatment systems, environmental consultancy, machine

repairs, marketing of beauty and spa products and beauty

services.

• Ecohídrica, Tecnologias da Agua LDA, domiciled in Sintra

(Portugal), is engaged in the trading of equipment, accessories

and products for irrigation and swimming-pools and water

treatment and structures relating to the use of this

equipment, including technical assistance, maintenance,

training and other complementary businesses.

• Fabtronics Australia, Pty Ltd, established in Braeside,

Australia, has as its object the design and sale of electronic

components.

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

mainly engaged in the purchase, sale and distribution of

machinery, equipment, materials, products and special

equipment for pool and water system maintenance.

• Fluidra 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 Wavre (Belgium), is

engaged in the manufacture, purchase and

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

swimming-pool products.

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

Herzegovina), is mainly engaged in selling swimming-pool

products.

• Fluidra Brasil Indústria e Comércio LTDA, 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

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	ANNUAL ACCOUNTS	APPENDICES
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of technical assistance services for machines, filters and

industrial and electrical and electronic equipment and 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 Funza (Colombia), is

engaged in the purchase and

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

machinery, equipment, components and machinery

parts, tools, accessories and products for swimming-

pools, irrigation and water treatment and purification in

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

materials and plastic derivatives.

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

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

purchase, sale and distribution of all kinds of machinery,

filters, instruments, accessories and specific products for

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

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

both metallic materials and all kinds of plastic materials and

their transformation; as well as the construction and

manufacture of all kinds of elements and products that can be

manufactured with fibreglass, metal, vacuum thermoformed

materials or injected materials.

• Fluidra Comercial Portugal Unipessoal, Lda., domiciled in

São Domingos 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 commercialisation of rotary

and centrifugal pumps, electric motors and accessories, and

the commercialisation of equipment for swimming-pools and

water treatment.

• Fluidra Commercial, S.A.U., (absorbing company of Fluidra

Finco, S.L.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 (absorbing company of

Meranus Haan and Meranus Lauchhammer), 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, S.L.U. (absorbing company of

Unistral Recambios S.A.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 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

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.

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	ANNUAL ACCOUNTS	APPENDICES
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• Fluidra Latam Export, LLC, domiciled in Wilmington (US), is

mainly engaged in distributing pool materials in the Latin

American market.

• Fluidra Magyarország, Kft, domiciled in Budapest (Hungary),

is mainly engaged in the marketing and assembly of

machinery and accessories for swimming-pools, irrigation and

water treatment and purification.

• Fluidra Malaysia SDN.BHD, domiciled in Selangor

(Malaysia), is mainly engaged in the marketing of swimming-

pool 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 commercialisation 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 Amercia LLC (previously called Zodiac Pool

Solutions, LLC), domiciled in Carlsbad (USA) is engaged in the

holding and use of equity shares and securities, and

advising, managing and administering the companies in which

it holds an ownership interest.

• 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 Tr Su Ve Havuz Ekipmanlari AS, domiciled in Tuzla

(Turkey), is engaged in the import of equipment, chemical

products and other secondary materials necessary for

swimming-pools, and their subsequent distribution.

• Fluidra Tunisie, S.A.R.L., with its registered office in El Manar

(Tunisia), has as its main purpose the provision of

manufacturing services and related activities aimed at

promoting and strengthening the Fluidra Group's activity in

Tunisia.

• Fluidra USA, LLC, domiciled in Jacksonville (USA), is engaged

in the marketing of pool-related products and accessories.

• 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 eletrochemical reactors.

• 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.

• Kreative Techk, LDA, domiciled in Sintra (Portugal), is

engaged in providing marketing and IT consultancy services,

including business strategy services, market research,

promotion, advertising, sales post-sales and marketing for IT

and software equipment.

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• Manufacturas Gre, S.A.U., domiciled in Munguia

(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.

• NCWG, Sistemas de Gestão de Água, LDA, domiciled in

Sintra (Portugal), is engaged in the sale, maintenance,

representation and distribution of equipment parts for

swimming-pools and water treatment, including the import

and export of chemicals for water treatment and

environmental protection, disinfection systems, fluid handling

and pumps.

• Ningbo Dongchuan Swimming Pool Equipment Co., LTD,

domiciled in Ningbo (China), is engaged in the production and

installation of swimming-pool equipment, brushes, plastic and

aluminium products, industrial thermometer, water

disinfection equipment and water testing equipment. Import

and export of technology for own use or as an agent.

• Piscines Techniques 2000, S.A.S., domiciled in Perpignan

(France), is engaged in the sale of

spare parts for swimming-pools; the purchase and sale of

swimming-pool equipment and used water systems; the

sale, distribution, marketing, repair and maintenance

of swimming-pool equipment, gardening, irrigation and water

treatment; and technical advice to swimming-pool and water

professionals.

• 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. (absorbing company of Poltank,

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.

• 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.

• 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.

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	ANNUAL ACCOUNTS	APPENDICES
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• 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. (absorbing company of

Zodiac International, S.A.S.), domiciled in Belberaud (France),

is engaged in the distribution and sale of pool-related

products and accessories.

• Zodiac Pool Systems Canada, INC, domiciled in Vancouver

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

related products and accessories.

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

mainly engaged in the manufacture and distribution of several

Group brands relating to pool equipment.

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

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

rendering of technical services for

pool and spa equipment; the distribution, sale, import and

export of pool and

spa products and elements and post-sales services.

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

engaged in the holding and use of equity shares and

securities, and advising, managing and administering the

companies in which it holds an ownership interest.

Associates consolidated using

the equity method

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

engaged in the marketing of swimming-pool products.

• Aspire Polymers Pty. LTD, domiciled in Mornington,

Victoria (Australia), is principally engaged in the

manufacture and distribution of a wide range of rubber

rollers.

• 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. In particular, designing new models of

inclusive sport, leisure and recreational infrastructures, either

ex novo, or through the remodelling of existing facilities and

structures, characterised by environmental sustainability by

achieving a positive social impact and inclusion through the

involvement of families and different social classes; the

execution of the developed projects; the provision of services

related to the management, operation and maintenance of

the developed infrastructures and all related services.

Directors'

Report 2024

Leading today, shaping tomorrow

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	DIRECTOR'S REPORT
Contents

Contents

Director's Report

1. General business outlook

2. Annual corporate governance report

3. Auditor’s report on the system of internal control over

financial reporting

4. Annual Report on remuneration of Directors

of listed Companies

Statement of responsibility

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	DIRECTOR'S REPORT	1. GENERAL BUSINESS OUTLOOK
Contents

1. General business outlook

1.1. Outlook and results

Revenue decreased by €37,195 thousand with respect to the

corresponding prior year period. This decrease is a result of

fewer dividends received this year from Fluidra Commercial,

S.A.U. (formerly Finco, S.L.U.), the only Group company that

Fluidra, S.A. has a direct stake in at 31 December 2024

(see note 7). €179,346 thousand have been received.

There has been an increase in Other operating expenses of

€18,251 thousand compared to the previous year.

Due to the main changes mentioned above, operating results

for the year go from €197 million in 2023 to a €139 million in

2024.

If we analyse the balance sheet at 31 December 2024 compared

to the balance sheet at 31 December 2023, there are no

significant changes other than the investment in own shares

reflected under Own shares and equity holdings (which went

from €-42,155 thousand in 2023 to €-50,407 thousand in 2024).

The bank borrowings heading has a zero balance, due to the

liquidity generated by the Group (€24.7 million in 2023), (MARF)

(see note 12).

The average supplier payment period is 56 days.

1.2. General description of risk policy

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

modified its management of financial market risks (exchange

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

1.3. Treasury shares

During 2023. the Company has carried out several purchase and

sale transactions of treasury shares (5,007,687 shares

purchased and 5,030,840 sold). At year end, the Company

owned 2,285,612 treasury shares, which account for 1.17% of

share capital, at a cost of €50,407 thousand.

1.4. Research, development and

technological innovation

No investments have been made in research, development and

technological innovation during 2024.

1.5. Environment

At 31 December 2024 there are no significant assets for the

protection or improvement of the environment and the

Company has not incurred any major expenses of an

environmental nature during either year.

1.6. Personnel

The number of employees and directors at year end has

increased by 98 compared to 2023.

1.7. Non-financial information and

diversity - Act 11/2018

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

consolidated directors’ report which forms part of the

Consolidated Annual Report. The individual directors’ report is

exempt from reporting requirements.

1.8. Subsequent events

See note 25.

Annual Corporate

Governance Report

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Issuer Identification Particulars

Year-end date:

31/12/2023

Tax Identification Code:

A-17728593

Registered name:

FLUIDRA, S.A.

Registered office:

AVENIDA ALCALDE BARNILS, 69 (SANT CUGAT DEL VALLÈS) 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	192,129,070.00	192,129,070.00

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
Name of shareholder	Direct	Indirect	Direct	Indirect	% of total voting rights
RHÔNE CAPITAL LLC	0.00	11.67	0	0	11.67
Mr JUAN PLANES VILA	0,03	7.33	0	0	7.36
EDREM, S.L	0,31	6.62	0	0	6.93
BOYSER, S.L.	1,17	6.63	0	0	7.8
CONCERTED ACTION	0	25.45	0	0	28.29
Mr MANUEL PUIG ROCHA	0	7.00	0	0	7.41
G3T, S.L.	5.73	0	0	0	5.73
BLACKROCK EUROPEAN MASTER HEDGE FUND LIMITED	0	0	0	3.02	3.02
BLACKROCK INC.	0	1.2	0	5	6.2
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	11.67	0	0	0	11.67
DISPUR, S.L.	0.73	6.6	0	0	7.33
PIUMOC INVERSIONS, S.L.U.	5.6	0	0	0	5.6
ANIOL, S.L.	0.63	5.6	0	0	6.23
MARATHON ASSET MANAGEMENT LIMITED	0	3.02	0	0	3.02
Mr ROBERT GARRIGOS RUIZ	0	6.23	0	0	6.23
CAPITAL RESEARCH AND MANAGEMENT COMPANY	0	5.31	0	0	5.31

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.

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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	11.67
Mr JUAN PLANES VILA	DISPUR, S.L.	0.73	0	0.73
Mr JUAN PLANES VILA	DISPUR POOL, S.L.	6.6	0	6.6
Mr MANUEL PUIG ROCHA	SCHWARZSEE 2018, S.L.	7.41	0	7.41
BOYSER, S.L.	BOYSER CORPORATE PORTFOLIO, S.L.	6.63	0	6.63
EDREM, S.L.	EDREMCARTERA, S.L.U.	6.62	0	6.62
CONCERTED ACTION	DISPUR POOL, S.L.	6.6	0	6.6
CONCERTED ACTION	PIUMOC INVERSIONS, S.L.U.	5.6	0	5.6
CONCERTED ACTION	EDREMCARTERA, S.L.U.	6.62	0	6.62
CONCERTED ACTION	BOYSER CORPORATE PORTFOLIO, S.L.	6.63	0	6.63
ANIOL, S.L.	ANIOL, S.L.	0.63	0	0.63
ANIOL, S.L.	PIUMOC INVERSIONS, S.L.U.	5.6	0	5.6
CONCERTED ACTION	DISPUR, S.L.	0.73	0	0.73
CONCERTED ACTION	ANIOL, S.L.	0.63	0	0.63
CONCERTED ACTION	EDREM, S.L.	0.31	0	0.31
CONCERTED ACTION	BOYSER, S.L.	1.17	0	1.17

State the most significant movements in the shareholding

structure that have occurred during the year:

Most significant movements

On 14th February 2024, T. ROWE PRICE ASSOCIATES, INC.

reduced its shareholding, specifically to 2.98%, and is therefore

now below 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		% of total voting rights	Of the total % voting rights attributed to shares, indicate where applicable the % of additional votes attributed to
Name of director	Direct	Indirect	Direct	Indirect	% of total voting rights	Direct	Indirect
Mr ELOY PLANES CORTS	0.25	0	0	0	0.25	0	0
Mr BRUCE WALKER BROOKS	0.21	0	0	0	0.21	0	0
Mr BRIAN MCDONALD	0	0	0	0	0	0	0
Mr BERNARDO CORBERA SERRA	0.11	0.15	0	0	0.26	0	0
Mr OSCAR SERRA DUFFO	0.03	0	0	0	0.03	0	0
Mr BERNAT GARRIGOS	0	0	0	0	0	0	0


% of total voting rights held by members of the Board of Directors	8.16

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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	% of total voting rights	Of the total % voting rights attached to shares, indicate where applicable the % of additional votes attributed to loyalty shares
Mr BERNARDO CORBERA SERRA	BERAN CARTERA S.L.U	0.15	0	0.15	0

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


Total % voting rights represented on the board of directors	53.85

• 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 a total shareholding,

direct and indirect, of 7.80% in the Company’s share capital, is

represented on the Board of Directors of the Company

through the proprietary director Mr Óscar Serra Duffo.

• The shareholder Edrem, S.L., which has a total shareholding,

direct and indirect, of 6.93% in the Company’s share capital, is

represented on the Board of Directors of the Company

through the proprietary director Mr Bernardo Corbera Serra.

• The shareholder Dispur, S.L., which has a total shareholding,

direct and indirect, of 7.33% in the Company’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 a total shareholding,

direct and indirect, of 6.23% in the Company’s share capital, is

represented on the Board of Directors of the Company

through the proprietary director Mr Bernat Garrigós Castro.

• 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 13.14% 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 BERNARDO CORBERA SERRA	EDREM, S.L.	EDREM, S.L.	Bernardo Corbera Serra is CEO of Edrem, S.L.
Mr ÓSCAR SERRA DUFFO	BOYSER, S.L.	BOYSER, S.L.	Óscar Serra Duffo is chairman of the Board of Directors of Boyser, S.L.
Mr ELOY PLANES CORTS	DISPUR, S.L.	DISPUR, S.L.	Eloy Planes Corts is a director of Dispur, S.L.
Mr BERNAT GARRIGÓS CASTRO	PIUMOC INVERSIONS, S.L.U.	ANIOL, S.L.	Bernat Garrigós Castro is CEO of Aniol, S.L.
Mr BRUCE WALKER BROOKS	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	The appointment of Bruce Walker Brooks as a director was proposed by Rhône Group
Mr MICHAEL STEVEN LANGMAN	PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L.	RHÔNE CAPITAL LLC	Michael Steven Langman is General Director of Rhône Group

A.7. State whether the Company has been notified of

any shareholders’ agreements affecting the Company

pursuant to the provisions of articles 530 and 531 of the

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

briefly describe these agreements and list the

shareholders bound by them:

☑ Yes

☐ No

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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
PISCINE LUXEMBOURG HOLDINGS 1, S.A.R.L., PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.	39.96	On 03/11/2017 a shareholders’ agreement was formalized by the same shareholders of Fluidra who are parties to the shareholders’ agreement initially formalized on 05/09/2007 and Piscine Luxembourg Holdings 1, S.à.r.l. (controlled by Rhône Capital LLC), reported through Relevant Event no. 258222. This shareholders’ agreement came into effect on 02/07/2018, which is the date of effects of the cross-border merger by absorption by Fluidra, S.A. (transferee) of Piscine Luxembourg Holdings 2 S.à.r.l. (transferor) reported by the Company through Relevant Event no. 258221.	Regulated in Clause 20 of the Agreement, available on www.fluidra.com, Shareholders and Investors, Corporate Governance, Shareholders’ Agreements.
G3T, S.L., SCHWARZSEE 2018, 3.L.	13.14	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, Shareholders and Investors, Corporate Governance, Shareholders’ Agree ments.
PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.	28.29	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 7 occasions (First novation: 10/10/2007; Second novation: 01/12/2010, Relevant Event no. 134239; Third novation: 30/07/2015, Relevant Event no. 227028; including supplementary agreement of 30/09/2015, Relevant Event no. 229114; Fourth novation: 27/07/2017 Relevant Event no. 255114; Fifth novation 03/11/2017, Relevant Event no. 258223, modified on 25/04/2018, Relevant Event no. 264650, subrogations on 23/05/2018 Relevant Event no. 266060, and supplementary agreement to the Fifth Novation on 27/07/2018, Relevant Event no. 268610; Sixth novation 22/12/2020, Notice of Other Relevant Information no. 6355; Seventh novation 07/05/2024, Notice of Other Relevant Information no. 28491).	Regulated in Clause One, Clause Two, Clause Eight and Clause Nine of the Syndication Agreement, available on www.fluidra.com, Shareholders and Investors, Corporate Governance, Shareholders’ Agreements.

State whether the Company is aware of the existence of

concerted actions among its shareholders. If so, briefly

describe them:

☑ Yes

☐ No


Parties to the concerted action	% share capital affected	Brief description of the concerted action	Date of expiration, if any
PIUMOC INVERSIONS, S.L.U., ANIOL, S.L., EDREM, S.L., DISPUR, S.L., BOYSER, S.L., EDREM CARTERA, S.L.U., DISPUR POOL, S.L., BOYSER CORPORATE PORTFOLIO, S.L.,	28.29	The Syndication Agreement establishes that the parties bound by it, in relation to the shares referred to in it, undertake to exercise their voting rights at General Meetings of Fluidra as indicated in the Syndication Agreement.	Regulated in Clause One and Clause Seven of the Agreement, available on www.ﬂuidra.com, Shareholders and Investors, Corporate Governance, Shareholders’ Agreement.

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Expressly state whether any of such agreements,

arrangements or concerted actions have been modified or

terminated during the financial year:

On 07/05/2024, the seventh 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 modified 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 and

22nd December 2020. This new Vote and Share Syndication

Agreement sets out the intention of the current syndicated

family shareholders in the Company to extend the term of the

syndication, modify the scope of the shares in Fluidra covered

by the syndication and modify the regime for transfer of shares

in Fluidra, among others.

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
2,285,612		1.19

(*) 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 will be 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 same terms

and conditions as are set out in the repurchase programme.

In the framework of the Global Plan, the Company acquired

40,183 own shares in 2023, which were immediately handed over

to the employees who had subscribed to the Global Plan. In turn,

the Company acquired 51,249 own shares in 2024, 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, and with the express power to reduce the

share capital to redeem own shares, delegating to the Board of

Directors the necessary powers to execute the resolutions

passed by the General Meeting in this regard, rendering the

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

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

execution or coverage of remuneration systems. The

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

the date the resolution is passed, i.e. until 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

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.

Finally, at the Board meeting held on 12th December 2024, it was

resolved, in the context of the authorization granted to the

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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.

A.11. Estimated free float:


	%
Estimated free float	27.41

To calculate the free float, the percentage shareholders 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 redrafted text of the vote and share syndication agreement

formalized on 7th May 2024 establishes that the syndicated

shares may be freely acquired by shareholders or by third

parties with no limitations other than those established by

applicable legislation. 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 n umber of syndicated shares the

shareholder wishes to transfer. The term of the syndication

refers to the period between the date on which the Fluidra

shares were admitted for trading (i.e. 31st October 2007) and the

first of the following dates: (i) 30 th June 2027, (ii) the date on

which the obligation may arise to submit a takeover bid for all

the securities of Fluidra, in accordance with the provisions of

Royal Decree 1066/2007, of 27th July, on the regime of takeover

bids. The agreement also establishes the mechanism for

syndicating the votes attached to the syndicated shares.

In turn, the shareholders’ agreement formalized on 3rd

November 2017 between certain shareholders of Fluidra (the

“Current Shareholders”) and Piscine Luxembourg Holdings 1,

S.à.r.l. (a Company controlled by Rhône Capital LLC) (the “SHA”)

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

emption right, for transfers by Piscine Luxembourg Holdings 1,

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

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

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

out a private placement, having received prior authorization

from the Current Shareholders, through the accelerated

placement addressed exclusively to eligible investors of

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

Company’s share capital. Subsequently, on 18th November 2020,

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

private placement, through an accelerated placement aimed

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

representing approximately 6.2% of the Company’s share

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

out three private placements, through accelerated placements

aimed exclusively at qualifying investors, for a total of

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

Company’s share capital. Following these accelerated

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

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

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

out by the Company on 14th December 2022 by redeeming

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

share capital.

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:


	Attendance
			% remote voting
Date of general meeting	% shareholders present in person	% represented	Electronic voting	Other	Total
5/5/2022	3.32	83.28	0	0.41	87.01
Of which floating capital	0.07	33.84	0	0.41	34.32
10/5/2023	8.67	77.33	0	0.45	86.45
Of which floating capital	0.17	32.25	0	0.45	32.87
8/5/2024	14.34	70.6	0	0.41	85.35
Of which floating capital	0.10	30.7	0	0.41	31.21

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/es

Following the route to SHAREHOLDERS AND INVESTORS

(https://www.ﬂuidra.com/es/accionistas), among other options

the following will appear:

STOCK EXCHANGE INFORMATION

REPORTING CENTER

RELEVANT EVENTS

CORPORATE

GOVERNANCE CONTACT

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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 RESOLUTION
Ms ESTHER BERROZPE GALINDO		Independent	DIRECTOR	6/9/2019	8/5/2024	GENERAL MEETING RESOLUTION
Mr MANUEL PUIG ROCHA		Proprietary	DIRECTOR	10/5/2023	10/5/2023	GENERAL MEETING RESOLUTION
Mr BERNARDO CORBERA SERRA		Proprietary	DIRECTOR	5/9/2007	6/5/2021	GENERAL MEETING RESOLUTION
Mr ÓSCAR SERRA DUFFO		Proprietary	VICE-CHAIRMAN	5/9/2007	6/5/2021	GENERAL MEETING RESOLUTION
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ		Independent	LEAD INDEPENDENT DIRECTOR	5/5/2015	10/5/2023	GENERAL MEETING RESOLUTION
Mr ELOY PLANES CORTS		Executive	CHAIRMAN	31/10/2006	6/5/2021	GENERAL MEETING RESOLUTION
Mr BERNAT GARRIGÓS CASTRO		Proprietary	DIRECTOR	5/5/2022	5/5/2022	GENERAL MEETING RESOLUTION
Ms AEDHMAR HYNES		Independent	DIRECTOR	10/5/2023	10/5/2023	GENERAL MEETING RESOLUTION
Mr BRUCE WALKER BROOKS		Other External	DIRECTOR	2/7/2018	5/5/2022	GENERAL MEETING RESOLUTION
Mr MICHAEL STEVEN LANGMAN		Proprietary	DIRECTOR	2/7/2018	5/5/2022	GENERAL MEETING RESOLUTION
Mr BRIAN MC DONALD		Independent	DIRECTOR	6/9/2019	8/5/2024	GENERAL MEETING RESOLUTION
Ms BÁRBARA BORRA		Independent	DIRECTOR	30/12/2021	5/5/2022	GENERAL MEETING RESOLUTION
Ms OLATZ URROZ GARCIA		Independent	DIRECTOR	8/5/2024	8/5/2024	GENERAL MEETING RESOLUTION


Total number of directors	14

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
No data

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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 - 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 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 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 led the change in logistical model. In 2006, Fluidra reached its current size with the incorporation of four previously independent partners. In the same year, Eloy was appointed CEO of the Fluidra group, leading the company to significant milestones: its flotation in 2007, its restructuring in 2008/09, accompanied by an acceleration of the internationalization process in the commercial aspect and the application of lean management in the industrial part of the group. In 2016, Eloy 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 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 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 he 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.


Total number of executive directors	1
% of total board	7.14

There are no observations.

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External Propietary Directors
Name of director	Name of significant shareholder represented by the director or that proposed the director’s appointment	Proﬁle
Mr JOSÉ MANUEL VARGAS GÓMEZ	RHÔNE CAPITAL LLC	Born in 1970, José Manuel Vargas joined Rhône in 2007 as a senior advisor and became managing director in 2017. In April 2021, Mr Vargas temporarily stepped aside from the post of managing director of Rhône and returned to his role as senior advisor to dedicate his efforts to Maxam, a company in Rhône’s investment portfolio, as he had undertaken 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 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 (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	G3T, 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. Since 2007, Manuel has been Vice-Chairman of Puig, a member of its Board of Directors and, since February 2021, 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, Colonial and RACC.
Mr BERNARDO CORBERA SERRA	EDREM, S.L.	Born in 1965, Bernardo Corbera Serra holds a Degree in Business Science from E.S.E.I. and has completed the IESE Senior Executive Programme. In the past he has held several posts in the Fluidra Group, although he does not currently provide any services to it. In particular, he started his career at Astral Export, S.A. where he was responsible for expansion in Africa, the Middle East and Central America. In 1993, he moved to the USA where he took on the market study and subsequent implementation of Astral Products and Poltank in that country. In 1999, he joined Astral Grup with responsibility for North America and Mexico and was appointed as a member of the Executive Committee. In 2000 he was appointed to the Board of Directors of Fluidra, and CEO of Edrem, S.L., a family investment company. In addition, he manages and is a member of the board of Beran Cartera, S.L.
Mr ÓSCAR SERRA DUFFO	BOYSER, S.L.	Born in 1962, Óscar Serra Duffo obtained a Degree in Business Administration from Management School in 1981. He started his career in the marketing area of several family businesses, notably La Casera and Schweppes. In 1989 he joined the commercial department of Plasteral, taking responsibility for the Spas division. Throughout his career he has worked in the areas of marketing and communication. At present, he does not provide services for the Fluidra Group, focusing his professional activity on the management of several family companies. He is the chairman of the Board of Directors of Boyser, S.L. and holds directorships in various Boyser group companies.

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External Propietary Directors
Name of director	Name of significant shareholder represented by the director or that proposed the director’s appointment	Proﬁle
Mr BERNAT GARRIGÓS CASTRO	ANIOL, S.L.	Born in 1967, Bernat Garrigós Castro obtained a Degree in Biology from the University of Barcelona in 1991, and later, in 1994, studied for a Master’s Degree in Environmental Management at Duke University and an Executive Development Programme organized by IESE Business School. Since 2004, he has managed Aniol, S.L. His career in the Fluidra Group has included posts in several companies. From 1995 to 1998 he was Product Manager at Astral Grup and subsequently, until 2002, held the post of Production Manager at Servaqua, S.A. He currently does not provide services for the Fluidra group. Bernat Garrigós Castro is CEO of Aniol, S.L. and of Piumoc Inversions, S.L.U. He is also president of the Alive Foundation and sole director of Constralsa, S.R.L., and Chairman of ADBE Partners, S.L.
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 inception. 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 Hudson's Bay Company, Lummus Technology L.L.C., Vista Global Holdings and Wellbore Integrity Solutions LLC. He graduated with honours from the University of North Carolina at Chapel Hill and holds a master's degree from the London School of Economics.


Total number de proprietary directors	6
% of total board	42.86

There are no observations.


External independent directors
Name of director	Profile
Ms ESTHER BERROZPE GALINDO	Born in 1970, Esther Berrozpe has extensive international experience having worked for more than three decades in consumer goods companies for three decades, 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. Previously, Esther worked for Pagliere, 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 B€ and present in more than 50 countries. At Louis Vuitton he held the position of Chairman and CEO. He currently serves on the Boards of Puig, Punto Fa (Mango) and Fluidra.

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External independent directors
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, Lenove and Xerox). For more than 25 years, Aedhmar 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. Throughout 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 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 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).
Mr BRIAN MCDONALD	Born in 1963, Brian McDonald was CEO of RGIS from 2014 to 2017. 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. In September 2021, he joined the board of directors of KPI Solutions, a US company that provides integration services in the warehouse automatization sector. He has a Degree in Physics from the US Naval Academy and MBA in Operations management from the University of Virginia Darden Graduate School of Business. On graduating from the Naval Academy, Brian served for 5 years as a lieutenant and division officer aboard a US Navy aircraft carrier, overseeing its nuclear systems. He is a trustee of the US Naval Academy Foundation Athletics and Scholarship Programs.
Ms BÁRBARA 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.
Ms OLATZ URROZ GARCIA	Born in 1973, Ms Olatz Urroz Garcia started her career at General Electric (BE), 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 Fulfillment, 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.


Total number of independent directors	6
% of total board	42.86

There are no observations.

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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
Mr BRUCE WALKER BROOKS	Bruce W. Brooks held the post of Co- CEO of Fluidra until September 2024. Specifically, the Board of Directors of the Company resolved to accept Bruce’s resignation as Co-CEO of the Company, with effect from 1st September 2024. However, Bruce has continued to hold the post as director of Fluidra for the duration of his tenure, under the category of “Other External” director.	---	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.


Total number of other directors	1
% of total board	7.14

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	1/9/2024	Executive	Other External

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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
	2024	2023	2022	2021	2024	2023	2022	2021
Executive					0.00	0.00	0.00	0.00
Proprietary					0.00	0.00	0.00	0.00
Independent	4	3	2	2	66.67	60.00	40.00	40.00
Other External					0.00	0.00	0.00	0.00
Total	4	3	2	2	28.57	23.08	16.67	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 remuneration committee to achieve a

balanced and diverse presence of directors.

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

reasons why it does not do so.

Description of policies, measures and how they have been

applied, as well as the results obtained

The Appointments and Remuneration 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 2024 for further information).

The selection policy for candidates to hold positions on the

Board of Fluidra (“Selection Policy”), which is published on the

Company’s website under “Shareholders and Investors,

Corporate Governance, Policies”, is aimed at favouring an

appropriate composition of the Board of Directors. In

accordance with the Good Governance Code for Listed

Companies, the Selection Policy ensures that the proposed

appointments of Company directors are based on a prior

analysis of the 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 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 includes a rule that establishes that

the second re-election of independent directors cannot be

proposed for a term of re-election of more than 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 working to increase gender

diversity on the Board of Directors in accordance with the

provisions of Article 529 bis of the Spanish Companies Act, with

the aim of reaching the percentage established at the 2025

General Shareholders' Meeting.

In the selection processes, our starting point is an analysis of the

Board’s skills map to 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.

This target will be achieved with the selection of new candidates

to cover vacancies on the Board of Directors, or in the event that

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a resolution is passed to increase the number of members of

the Board of Directors.

In any case, we can state that the measures adopted in relation

to director selection are working, and proof of this is the fact

that four of the last give appointments of independent directors

have been covered by women: Ms Esther Berrozpe, Ms Bárbara

Borra, Ms Aedhmar Hynes and Ms Olatz Urroz.

Furthermore, following the end of the tenure of two proprietary

directors, the appointment of two women has been proposed.

With these appointments, the percentage of women on the

Board would be 42.86%, and therefore in 2025 the Company will

exceed the percentage of 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 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, following the group’s principles and

values. Furthermore, in accordance with the ESG Policy, the

Company must foster a business culture based on equality of

treatment and opportunities between men and women.

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 Remuneration Committee in 2024 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 measures

One of the goals of the Appointments and Remuneration

Committee in relation to the director and senior management

selection policy is to favour diversity in terms of professional

background, knowledge, nationality and, especially, gender. In

2025 the Company will comply 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 Remuneration 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 Remuneration Committee oversees

compliance with the director Selection Policy for the purpose of

ensuring that selection processes take into consideration

gender diversity balanced with other criteria of the profile being

sought such as knowledge, nationality, experience and solvency

of the candidates. In this regard, the most recent decisions of

the Appointments and Remuneration Committee in relation to

the appointment of the new members of the Board of Directors

reflect effective compliance with the policy aimed at favouring

an appropriate composition of the Board of Directors. The

Appointments and Remuneration Committee and the Board of

Directors of Fluidra are aware of that established in 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 proprietary directors in June 2025, the target of a

presence of more than 40% of the least-represented sex on the

Board will have 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, 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.	DIRECTOR	NO

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 BERNARDO CORBERA SERRA	Beran Cartera, S.L.	SOLE DIRECTOR
Mr BERNARDO CORBERA SERRA	Edrem, S.L.	CEO
Mr BERNARDO CORBERA SERRA	Edrem Cartera, S.L.U.	CHAIRMAN
Mr BERNARDO CORBERA SERRA	Adbe Partners, S.L.	VICE-CHAIRMAN
Mr JOSÉ MANUEL VARGAS GÓMEZ	MaxamCorp Holding, S.L. (Rhône portfolio)	CHAIRMAN
Mr JOSÉ MANUEL VARGAS GÓMEZ	ASK Chemicals International Holding, GmbH	DIRECTOR
Mr JOSÉ MANUEL VARGAS GÓMEZ	Petra Diamonds	CHAIRMAN
Mr ÓSCAR SERRA DUFFO	Boyser Corporate Portfolio, S.L.U.	DIRECTOR
Mr ÓSCAR SERRA DUFFO	Boyser, S.L.	CHAIRMAN
Mr ÓSCAR SERRA DUFFO	Pentamar, S.A.	SOLE DIRECTOR
Mr ÓSCAR SERRA DUFFO	Boyser Solar, S.L.U.	CHAIRMAN
Mr ÓSCAR SERRA DUFFO	Adbe Partners, S.L.	DIRECTOR
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	Barcelona International Pool Trade Show	PRESIDENT
Mr ELOY PLANES CORTS	Catalunya Cultura Foundation	PRESIDENT
Mr ELOY PLANES CORTS	Barcelona Chamber of Commerce	1st VICE-PRESIDENT
Mr ELOY PLANES CORTS	Family Business Institute	TRUSTEE
Mr ELOY PLANES CORTS	Business and Climate Foundation	TRUSTEE
Mr ELOY PLANES CORTS	Fixe Climbing, S.L.	REPRESENTATIVE OF DIRECTOR
Mr ELOY PLANES CORTS	AI Lerele Inversions, S.L.	CHAIRMAN
Mr ELOY PLANES CORTS	Adbe Partners, S.L.	REPRESENTATIVE OF DIRECTOR
Mr BERNAT GARRIGÓS CASTRO	Aniol, S.L.	CEO
Mr BERNAT GARRIGÓS CASTRO	Piumoc Inversions, S.L.U.	CEO

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Identification of director or representative	Name of Company, listed or not	Position
Mr BERNAT GARRIGÓS CASTRO	Constralsa, S.L.	SOLE DIRECTOR
Mr BERNAT GARRIGÓS CASTRO	Alive Foundation	PRESIDENT
Mr BERNAT GARRIGÓS CASTRO	Adbe Partners, S.L.	CHAIRMAN
Mr MICHAEL STEVEN LANGMAN	Rhône Group LLC and affiliated entities	CEO
Mr MICHAEL STEVEN LANGMAN	Hudson’s Bay Company (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Lummus Technology LLC (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Vista Global Holding Limited (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Wellbore Integrity Solutions LLC (Rhône portfolio)	DIRECTOR
Mr MICHAEL STEVEN LANGMAN	Hospital for Joint Disease Musculoskeletal, NYU Langone Medical Center	DIRECTOR
Mr BRIAN MCDONALD	BLM Advisors LLC	SOLE DIRECTOR
Mr MICHAEL STEVEN LANGMAN	KPI Integrated Solutions	DIRECTOR
Mr BRIAN MCDONALD	Modigent, Inc.	DIRECTOR
Mr BRIAN MCDONALD	US Naval Academy Athletics and Scholarship Foundation	TRUSTEE
Ms BÁRBARA BORRA	Franke Home Solutions	PRESIDENT-CEO
Ms BÁRBARA BORRA	Franke S.p.A.	PRESIDENT
Ms BÁRBARA BORRA	Franke France SAS	PRESIDENT
Ms BÁRBARA BORRA	Franke Kitchen Systems Egypt S.A.E.	PRESIDENT
Ms BÁRBARA BORRA	Franke UK Ltd.	CEO
Ms BÁRBARA BORRA	Franke (China) Kitchen System Co. Ltd.	PRESIDENT
Ms BÁRBARA BORRA	Franke Mexico S.A. de C.V.	PRESIDENT
Ms BÁRBARA BORRA	Franke Mutfak ve Banyo Sistemieri Sanayi ve Tic. A.	PRESIDENT
Ms BÁRBARA BORRA	Franke Faber India Pvt. Ltd.	DIRECTOR
Ms BÁRBARA BORRA	Industrias Spar San Luis S.A.	DIRECTOR
Ms BÁRBARA BORRA	Franke Australia Pty Ltd.	PRESIDENT
Ms BÁRBARA BORRA	Franke New Zealand	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings Ltd. (UK)	CEO
Ms ESTHER BERROZPE GALINDO	Attends Healthcare Products Inc. (US)	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Associated Hygiene Products LLC (US)	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Laboratorios Indas, S.A.U. (Spain)	SOLE DIRECTOR
Ms ESTHER BERROZPE GALINDO	Attindas Hygiene Partners, Inc.	CEO
Ms ESTHER BERROZPE GALINDO	Journey DPC Corp.	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Journey DPC Holdings Corp.	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Corp	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings Corp.	PRESIDENT
Ms ESTHER BERROZPE GALINDO	Journey Personal Care Holdings LLC	PRESIDENT
Ms ESTHER BERROZPE GALINDO	PCG Holding LLC (US)	PRESIDENT
Mr MANUEL PUIG ROCHA	Lyskamm 1861, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Schwarzsee 2018, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Exea Empresarial, S.L.	REPRESENTATIVE OF DIRECTOR
Mr MANUEL PUIG ROCHA	Inmo, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Whymper 1865, S.C.R., S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Inmocol Torre Europa, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Torre Puig LH 4648, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Quaestor Investments, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Puig, S.L.	REPRESENTATIVE OF DIRECTOR
Mr MANUEL PUIG ROCHA	Puig Brands, S.A.	VICE-CHAIRMAN
Mr MANUEL PUIG ROCHA	Maveinn Inversiones Inmobiliarias, S.L.	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Sociedad Textil Lonia, S.A.	DIRECTOR
Mr MANUEL PUIG ROCHA	Transiluxs, S.L.	JOINT DIRECTOR
Mr MANUEL PUIG ROCHA	Casa Fiesta Formentera y Asociados, S.L.	JOINT DIRECTOR
Mr MANUEL PUIG ROCHA	Charlotte Tilbury Limited	DIRECTOR
Mr MANUEL PUIG ROCHA	Beijing Yitian Shidai Trading Co., LLC	DIRECTOR

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Identification of director or representative	Name of Company, listed or not	Position
Mr MANUEL PUIG ROCHA	Cosmetika SAS	DIRECTOR
Mr MANUEL PUIG ROCHA	Ponteland Distribuiçao SA	DIRECTOR
Mr MANUEL PUIG ROCHA	Puig North America, INC	DIRECTOR
Mr MANUEL PUIG ROCHA	Quaestor Holdings SA	VICE-CHAIRMAN
Mr MANUEL PUIG ROCHA	Inmo USA INC	JOINT AND SEVERAL DIRECTOR
Mr MANUEL PUIG ROCHA	Flamasats, S.L.	DIRECTOR
Mr MANUEL PUIG ROCHA	Isdin, S.A.	DIRECTOR
Mr MANUEL PUIG ROCHA	Inmobiliaria Colonial, SOCIMI, S.A.	DIRECTOR
Mr MANUEL PUIG ROCHA	Exea Capital, SCR, S.A.	CHAIRMAN
Mr MANUEL PUIG ROCHA	Real Automóvil Club de Cataluña, S.L.	OTHER
Mr MANUEL PUIG ROCHA	Exea Ventures, S.L.U.	REPRESENTATIVE OF DIRECTOR
Ms AEDHMAR HYNES	IP Group Plc	DIRECTOR
Ms AEDHMAR HYNES	Jackson Family Wines	DIRECTOR
Ms AEDHMAR HYNES	Technoserve (Non-profit organization)	DIRECTOR
Ms AEDHMAR HYNES	Connecticut Public Broadcasting Network	TRUSTEE
Ms AEDHMAR HYNES	The Page Society	TRUSTEE
Ms OLATZ URROZ GARCÍA	SMPS MERCHANT PLATFORM SOLUTIONS MEXICO, S.A. DE C.V.	PRESIDENT

State any other remunerated activities of directors or

representatives of directors, irrespective of their nature,

other than those indicated above:


Identification of director or representative	Other remunerated activities
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	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 OLATZ URROZ GARCIA	Chief of Staff and Strategy at Banco Santander

Bernat Garrigós Castro receives remuneration for his posts as

CEO of Aniol, S.L. and as CEO of Piumoc Inversions, S.L.U. Oscar

Serra Duffo receives remuneration for his post as executive

chairman of Boyser, S.L.

Bernardo Corbera Serra receives remuneration for his post as

sole director of Beran Cartera, S.L. Barbara Borra receives

remuneration for her post as President and CEO of Franke

Home Solutions.

Jorge Valentín Constans Fernández receives remuneration for

his posts as director of Puig Brands, S.A. and Punto Fa, S.L.

(Mango). Steven Langman receives remuneration for his post as

managing director of Rhône Group LLC.

Brian McDonald receives remuneration for his posts as director

of KPI Integrated Solutions and Modigent Inc. Aedhmar Hynes

receives remuneration for her posts as director of IP Group Plc

and of Jackson Family Wines.

Manuel Puig Rocha 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.,

Inmobiliaria Colonial, SOCIMI, S.A. and Real Club Automóvil de

Cataluña, S.L.

Esther Berrozpe Galindo receives remuneration for her post as

CEO of the Attindas Hygiene Partners Group: all the companies

mentioned above in which Esther Berrozpe Galindo holds a post

are part of the Attindas Hygiene Partners Group.

José Manuel Vargas Gomez receives remuneration for his post

as managing director of Rhône Group LLC, as well as for his post

as chairman in MaxamCorp Holding, S.L. and also as chairman

of Petra Diamonds.

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.

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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)	4,876
Amount of funds accumulated by present directors under long-term saving systems with vested economic rights (thousand euros)	704
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 2024 financial year.

The accrued remuneration includes the vesting of the incentive

corresponding to the 1st cycle 2022-2024, which entails the

delivery of 3,765 shares to Mr. Eloy Planes and 4,518 shares to

Mr. Bruce Brooks on June 25, 2025. Considering the share price

as of December 31, 2024 (€23.52 per share), this would amount

to a value of €89,000 for Mr. Eloy Planes and €106,000 for Mr.

Bruce Brooks.

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 TECHNOLOGY OFFICER (CTO)
Mr CARLOS FRANQUESA CASTRILLO	GENERAL BUSINESS MANAGER – Southern Europe, Australia and New Zealand
Mr JAVIER TINTORÉ SEGURA	CHIEF FINANCIAL & SUSTAINABILITY OFFICER (CFSO)
Mr MARTI GIRALT ADROHER	CHIEF PRODUCT OFFICER (CPO)
Mr NICOLÁS MARTÍNEZ FERNÁNDEZ	GLOBAL INTERNAL AUDIT AND COMPLIANCE DIRECTOR
Ms SANDRA SOFIA TAVARES DA SILVA	GLOBAL HEAD OF HUMAN RESOURCES AND TRANSFORMATION (CHRO&T)
Ms CLARA VALERA JAQUES	STRATEGY, INVESTOR RELATIONS AND M&A SENIOR DIRECTOR
Mr JAIME ALBERTO RAMIREZ ALZATE	CHIEF EXECUTIVE OFFICER (Co-CEO)
Mr JONATHAN VINER	GENERAL BUSINESS MANAGER – North America
Mr JORGE ALBERTO MAYTORENA MONAÑO	CHIEF OPERATIONS OFFICER (COO)
Mr DAVID MENDEZ RODRIGUEZ	GENERAL BUSINESS MANAGER – Central-Northern Europe and emerging markets


Number of women in senior management	2
Percentage of total members of senior management	18.18


Total senior management remuneration (in thousand euros)	7,705

C.1.15. State whether the board regulations have been

amended during the year

☑ Yes

☐ No

Description of amendments

The Board of Directors resolved, at its meeting of 19th March

2024, to approve an amendment of the Board of Directors

Regulations, with effect from 8th May 2024, for the purpose of

increasing the number of members of the Company’s Board of

Directors from thirteen (13) to fourteen (14) members. The

increase in the number of members of the Board of Directors

seeks to achieve a greater number of perspectives and interests

represented, with the aim of complying with best practice in

good governance in the composition of the Board of Directors,

while permitting a greater presence of women on the Board of

Directors and thus continue with the trend the Company has

been showing of progressively incorporating a greater presence

of women in its governing bodies, in line with corporate

governance best practice and the applicable legislation. In this

regard, article 7 (quantitative composition) of the Board

Regulations was amended.

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

Remuneration Committee in the case of all other directors, by

the General Shareholders’ Meeting or by the Board of Directors.

The proposal for appointment or re- election must be

accompanied by a justificatory report from the Board assessing

the competence, experience and merits of the proposed

candidate, which will be attached to the minutes of the General

Shareholders’ Meeting or Board meeting.

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In relation to external directors, article 18 of the Board

Regulations establishes that the Board of Directors will strive to

ensure that the elected candidates are persons of

acknowledged solvency, competence and experience, and must

exercise particular rigour in relation to those persons who are

called upon to fill the positions of independent director

established in article 6 of the Board Regulations.

In accordance with the provisions of the Appointments and

Remuneration Committee Regulations, the Appointments and

Remuneration Committee will evaluate the necessary skills,

knowledge and experience in the Board and will define,

consequently, the functions and aptitudes necessary in the

candidates who are to fill each vacancy and will evaluate the

time and dedication required for them to carry out their duties

properly. For this purpose, it will, among others: (a) draw up a

matrix of necessary skills of the Board of Directors to help the

Appointments and Remuneration Committee to analyse the

skills, knowledge and experience of the directors who are

members of the Board and to define the functions and

aptitudes of the candidates who are to cover any vacancies

arising and (b) evaluate the time and dedication required for

them to fulfil their duties effectively.

Removal of Directors: Article 21.1 of the Board Regulations

establishes that directors will be removed from their post when

the period for which they were appointed has ended and when

the General Meeting so decides making use of the faculties

conferred on it by law or the Articles of Association. Reference

should therefore be made to the situations established in the

Companies Act, specifically in article 223 and following.

The Board may only propose the removal of an independent

director before the end of the term established in the Articles of

Association when there is due cause, observed by the Board

following a report by the Appointments and Remuneration

Committee. In particular, due cause will be deemed to exist

when the director has failed to comply with the inherent duties

of the position or has incurred in the course of the term of office

in any of the circumstances of impediment described in the

definition of independent director established in the Companies

Act.

In accordance with the Selection Policy, the selection of

candidates is based on a prior analysis of the needs of the

Company, the group and the Board. The Board must ensure that

the procedures for selecting its members favour diversity of

gender, 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 Remuneration

Committee to draw up a report setting out the evaluation of the

skills, knowledge and experience, and also the diversity that are

necessary in the Board of Directors and define, consequently,

the required functions and aptitudes of the candidates to fill

each vacancy. Based on this report, the Board of Directors will

carry out an analysis of the needs of the Company and the

group, which is to serve as the starting point for the 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 Remuneration

Committee to take potential candidates into consideration to

cover vacancies on the Board, provided that they meet the

requisites established in this Policy, for the Committee to decide

whether it considers them suitable.

When the re-election of any director is being considered, the re-

election proposal submitted to the General Meeting by the

Board must be preceded by a report issued by the

Appointments and Remuneration Committee. This report will

evaluate, especially, the director’s performance during his or her

term of office and his or her capacity to continuing performing

duties satisfactorily. In particular, in the case of independent

directors, particular consideration will be given to the analysis of

the Company’s needs in order to determine whether the

candidate for re-election can perform the functions and has the

skills required by the Board, 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 the 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

Remuneration Committee Regulations, the Appointments and

Remuneration 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 Remuneration

Committee to analyse the skills, knowledge and experience of

the directors who are members of the Board and to define the

functions and aptitudes of the candidates who are to cover any

vacancies arising; (b) it will evaluate the time and dedication

required for them to fulfil their duties effectively; and (c) it will

promote programmes to update directors’ knowledge, when

necessary.

The Appointments and Remuneration Committee will also

promote and co-ordinate the annual performance evaluation

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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.

The conclusion of the evaluation of the Board’s functioning and

composition has been positive, highlighting the following

aspects: Composition of the Board: The Board has great

professional capacity, with sound and committed members, and

a balanced combination of knowledge. There is mutual respect

among members.

Healthy group dynamics: The Board fosters a culture of co-

operation and empathy, seeking consensus in debates and

decisions. Relations are honest and respectful.

Positive results: The Company’s business performance has

created a positive climate of trust in the management team,

with alignment in the Boards’ role between advisory and

supervisory functions.

Effective committees: The Audit Committee is excellently

managed and contributes at the expected level, and the

Appointments and Remuneration Committee is operating well.

The opportunities for improvement are related to ongoing

measures to foster efficiency in the decision-making process

and more focus and time dedicated to constructive strategic

debates.

The results of the evaluation of the Board of Directors carried

out in 2024 were reviewed and approved by the Appointments

and Remuneration 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 was carried out in 2024

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 evaluate 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 Remuneration

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 other service to the Company during the year. 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.

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 in any of the situations of incompatibility or

prohibition established by law.

c) When they are severely reprimanded by the Board of

Directors because of breaching their obligations as directors.

d) When their continued presence on the Board could

jeopardize or damage the Company’s interests, credit or

reputation or when the reasons for which they were

appointed no longer exist (for example, when a proprietary

director disposes of its shareholding in the Company). In

particular, directors will be required to inform the Board of

Directors and, as the case may be, resign when situations

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

Remuneration Committee, whether or not it should take any

measure, such as commencing an internal investigation,

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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 Remuneration Committee. The removal of

the Chairman of the Board will require that the corresponding

resolution be passed with the favourable vote of at least nine (9)

members of the Board of Directors.

C.1.22. State whether the Articles of Association or the Board

regulations establish any age limit for directors:

☐ Yes

☑ No

C.1.23. State whether the Articles of Association or the Board

regulations establish any limit on the term of office or other

stricter 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.

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 Audit Committee	7
Number of meetings of the Executive, Strategy and ESG Committee	1
Number of meetings of the Appointments and Remuneration Committee	9

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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 2024 is detailed below:


1	Mr Eloy Planes Corts:	100%
2	Ms Esther Berrozpe Galindo:	100%
3	Ms Bárbara Borra:	100%
4	Mr Bruce W. Brooks	100%
5	Mr Jorge Constans Fernández	100%
6	Mr Bernardo Corbera Serra:	100%
7	Mr Bernat Garrigós Castro	100%
8	Ms Aedhmar Hynes:	100%
9	Mr Michael Steven Langman (Delegated Mr José Manuel Vargas Gomez to represent him at one meeting).	87.5%
10	Mr Brian McDonald:	100%
11	Mr Manuel Puig Rocha:	100%
12	Mr Óscar Serra Duffo	100%
13	Ms Olatz Urroz Garcia:	100%
14	Mr José Manuel Vargas Gómez:	100%

Furthermore, the attendance of each of the members of the

Board of Directors at the meetings of committees held in 2024 is

detailed below:

• Executive, Strategy and ESG Committee:


1	Mr Eloy Planes Corts:	100%
2	Ms Bárbara Borra:	100%
3	Mr Bruce W. Brooks	100%
4	Mr Jorge Constans Fernández	100%
5	Ms Aedhmar Hynes:	100%
6	Mr Manuel Puig Rocha	100%
7	Mr Óscar Serra Duffo:	100%
8	Mr José Manuel Vargas Gómez:	100%

• Appointments and Remuneration Committee:


1	Ms Esther Berrozpe Galindo:	100%
2	Mr Jorge Constans Fernandez:	100%
3	Mr Bernardo Corbera Serra (Delegated Mr Jorge Constans Fernandez to represent him on one occasions and Mr Esther Berrozpe Galindo on another)	77.8%
4	Mr Michael Steven Langman (Delegated Ms Esther Berrozpe Galindo to represent him at one meeting).	88.9%

• Audit Committee:


1	Mr Brian McDonald:	100%
2	Ms Esther Berrozpe Galindo (Delegated Mr Brian McDonald to represent her at one meeting):	85.7%
3	Mr Bernat Garrigós Castro (Delegated Mr Briand McDonald to represent him at one meeting):	85.7%
4	Ms Aedhma Hynes:	100%
5	Ms Olatz Urroz Garcia:
6	Mr Jose Manuel Vargas Gomez:	100%

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.

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 Committee and

the external auditors will explain clearly to the shareholders at

the General Meeting the Audit Committee’s opinion on their

content and scope. However, when the Board considers that it

should uphold its criteria, it will explain publicly the content and

scope of the discrepancy, making a summary of that opinion

available to shareholders at the time of publishing the notice of

the General Meeting.

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

☐ Yes

☑ No

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


Name of secretary	Representante
Mr ALBERT COLLADO ARMENGOL

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C.1.30. State the specific mechanisms established by the

Company to preserve the independence of the external

auditors and the mechanisms, if any, to preserve the

independence of financial analysts, investment banks and

rating agencies, including how legal provisions have been

implemented in practice.

To preserve the independence of the external auditors:

Article 8 of the Audit Committee Regulations establishes that the

committee will exercise the following powers in relation to the

external auditor or audit firm:

• Submit to the Board proposals for the selection, appointment,

re-election and replacement of the external auditor or audit

firm, and their contract conditions, according to the criteria

indicated in the same Regulations (resources, experience and

geographical coverage of the audit firm; availability of

personnel with the necessary skills, technical resources,

independence of the audit firm, non-discrimination and

quality and effectiveness of the service);

• Meet with the external auditor or audit firm and receive

regular information on the progress and results of the audit

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

the consolidation, significant changes in policy or significant

weaknesses in internal control).

• Ensure the independence of the auditor or audit firm in

carrying out its duties (in this regard, the Audit Committee will

issue a report each year, before the audit report on the

accounts is issued, in which it will express an opinion on the

independence of the auditors);

• Favour that the auditor of the group undertake responsibility

for the audits of the companies that make up the group.

• Guarantee fluid and permanent communication with the

auditor, requesting information on the audit plan, its

effectiveness and any other matter related to the audit

process. These communications must be made together with

the duties and obligations of each party to assure the external

auditor’s independence. These communications will be made

at annual meetings, most of which will be held without the

presence of Company management.

In turn, article 54 of the Company’s Articles of Association

establishes that the auditors are to be appointed by the General

Meeting before the end of the financial year that is to be

audited, for an initial term, which may not be less than three

years nor more than nine years, as of the date on which the first

financial year to be audited commences, notwithstanding the

provisions established in the legislation regulating the audit

activity with regard to the possibility of an extension.

The General Meeting may appoint one or several natural or legal

persons who will act jointly.

When the persons appointed are natural persons, the General

Meeting must appoint as many alternates as principal auditors.

The General Meeting may not revoke the auditors’ appointment

before the end of the term for which they were appointed,

unless there is due cause.

The Audit Committee will refrain from proposing to the Board of

Directors, and the latter in turn will refrain from submitting to

the General Meeting, the appointment as auditor of the

Company’s accounts of any firm that incurs in a cause of

incompatibility under legislation on auditing as well as any firms

in which the fees to be paid to them by the Company, for all

services, are more than five per cent of 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 18th March and 28th

August 2024.

The independence of financial analysts is protected by the

existence of Investor Relations Management which is specifically

dedicated to dealing with them, guaranteeing objective,

equitable and non-discriminatory treatment among investors.

To guarantee the principles of transparency and non-

discrimination, and complying at all times with the regulations

on the Securities Market, the Company has several

communication channels:

• Personalized attention to analysts and investors

• Publication of information on quarterly, half-yearly and annual

results, communications of privileged information and other

relevant information. Publication of press releases.

• E-mail on the website (investor_relations@fluidra.com,

accionistas@fluidra.com). Shareholder information telephone

service (34 937243900)

• Presentations, both in person and by telephone. Visits to the

Company’s premises.

All this information is accessible through the Company’s website

(www.ﬂuidra.com).

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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)	146	12	158
Amount of non-audit work / Amount of audit work (%)	104.6	0.85	10.4

Regarding the amount of non-audit services, the Audit

Committee Report on the external auditor's independence

(published on the Company's website on this same date) can be

consulted, which details that these services correspond 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:


	Individuals	Consolidated
Number of years without a break	9	9


	Individuals	Consolidated
No. of years audited by current audit firm / No. of years the Company or its group has been audited (%)	42.90	39.10

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.

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Furthermore, article 22 of the Board Regulations establishes as

follows:

1. Any director may request information on any matter that

falls under the competence of the Board and, in this regard,

examine its books, records, documents and other

documentation. The right to information extends to

companies in which a stake is held, whenever possible.

2. The request for information should be addressed to the

Secretary of the Board of Directors, who will convey it to the

Chairman of the Board of Directors and the appropriate

person in the Company.

3. The Secretary will inform the director of the confidential

nature of the information he or she requests and receives

and of the duty of confidentiality in accordance with the

Board Regulations.

C.1.36. State whether the company has established any rules

requiring directors to inform the Company and, as the case

may be, resign, when situations affecting them occur,

whether or not they are related to their actions in the

Company, that could be damaging to the Company’s credit

and reputation, and, if so, provide a detailed description:

☑ 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

detailed description of the agreements between the Company

and its management level and decision-making positions or

employees that provide for indemnities, guarantee or “golden

parachute” clauses upon resignation or unfair dismissal, or if

the contractual relationship is terminated as a result of a

takeover bid or other type of transaction.

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Number of beneficiaries	10
Type of beneficiary	Description of the agreement
Executive Chairman /Co- CEO / Senior Managers	The Executive Chairman’s contract establishes compensation in the event of termination of his contract by Fluidra for any reason, except in the event of serious and culpable or negligent breach of his obligations as an executive director, for an amount equal to two years’ salary, based on the gross fixed annual salary received in the year termination occurs and the gross variable annual salary received. He will also be entitled to receive this compensation if he decides to end the contract by choice, provided that this is for any of the following causes: serious breach by the Company of the obligations acquired relating to his post; reduction and substantial limitation of his duties or powers; substantial modification of the conditions agreed in the contract; change of ownership of the share capital of Fluidra, whether or not there is any variation in the Company’s governing bodies. The amount of this compensation includes the legal compensation that he would be entitled to receive for termination of his previous employment relationship, of sixteen years and seven months, which was suspended by his appointment as a director. The contract includes a post-contractual non-compete clause for a term of two years after the end of provision of services. The economic compensation established for the obligation undertaken by virtue of the non-compete clause is two years’ fixed gross annual salary at the time of termination of the contract. Senior managers: Non-compete and non-solicitation: • One senior manager has a post-contractual non-compete clause for a term of 18 months with no additional compensation. • One senior manager has a post-contractual non-compete and non-solicitation clause for a term of 24 months with no additional compensation. • One senior manager has post-contractual 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 his fixed remuneration comprises the remuneration of the non-compete obligation. • One senior manager has a post-contractual non-compete and non-solicitation clause for a term of 18 months, and 15% of his fixed remuneration services to remunerate the non- compete obligation, and the amount received in this respect must be at least equal to 1.5 times his fixed remuneration on the date of termination, otherwise the difference must be paid. • Two senior managers have a post-contractual non-compete and non-solicitation clause for a term of 12 months, with 15% of their fixed remuneration being the remuneration for the non-compete obligation.Two senior managers have a post-contractual non-compete clause for a term of 12 months, and 15% of their fixed remuneration serves to remunerate 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. • Two senior managers are entitled to receive compensation in the event of termination of their 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, payment of medical insurance for 12 months in the case of one senior manager and for a term or not more than six months in the case of the other, and payment of an outplacement service in the case of one of them. • One senior manager is entitled to receive compensation in the event of termination of his contract as a result of a change in control, for an amount equal to one year’s gross fixed salary, payment of medical insurance for a term of not more than 6 months and payment of an outplacement service for a maximum of two 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, the amount of which is equal to equal to one year’s fixed gross annual salary at the time of termination.

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?	√

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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, Strategy and ESG Committee
Name	Position	Category
Mr JOSE MANUEL VARGAS GOMEZ	MEMBER	Proprietary
Mr OSCAR SERRA DUFFO	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	Other External
Ms BARBARA BORRA	MEMBER	Independent
Mr MANUEL PUIG ROCHA	MEMBER	Proprietary


% executive directors	12.50
% proprietary directors	37.50
% independent directors	37.50
% other external directors	12.50

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, Strategy and ESG Committee, and its

procedures and rules of organization and operation, are set out

in article 12 of the Board of Directors Regulations:

i) To advise and propose to the Board of Directors actions of

strategic relevance on the Company’s growth, development,

diversification, business transformation and technology.

ii) 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.

iii) To advise the Board of Directors on ESG, including the

following functions:

1. To advise on and propose the ESG strategy, and to propose

the Company’s sustainability and environmental policies.

2. To ensure that ESG is part of the Company’s strategic

business plans, acknowledging the strategic component that

ESG represents for the Company.

3. To report to the Board of Directors on possible amendments

and periodic updates of the ESG strategy, including the

Company’s strategy in relation to social action, the policies

on diversity and integration, human rights, equal

opportunities and work-life balance, regularly evaluating its

degree of compliance and submitting to the Board of

Directors proposals for improvement which it considers to

be in the Company’s best interest.

The Executive, Strategy and ESG 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

Committee and the Appointments and Remuneration

Committee, as the case may be.

iv) The Board may ask the Committee to draw up reports on

matters that come under its sphere of action.

The Executive, Strategy and ESG 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.


Appointments and Remuneration Committee
Name	Position	Category
Ms ESTHER BERROZPE GALINDO	CHAIR	Independent
Mr BERNARDO CORBERA SERRA	MEMBER	Proprietary
Mr JORGE VALENTÍN CONSTANS FERNÁNDEZ	MEMBER	Independent
Mr MICHAEL STEVEN LANGMAN	MEMBER	Proprietary


% executive directors	0.00
% proprietary directors	50.00
% independent directors	50.00
% 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 Remuneration Committee,

and its procedures and rules of organization and operation, are

set out in article 14 of the Board of Directors Regulations, and in

the Appointments and Remuneration Committee Regulations. In

this regard, the duties assigned to this Committee correspond

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mainly to those established by law and duties deriving from

good governance recommendations and the Appointments and

Remuneration Committee Technical Guide.

The most relevant activities carried out by this Committee in

2024 are detailed in the annual report of the activities of the

Appointments and Remuneration Committee for 2024, available

at www.fluidra.com.


Audit Committee
Name	Position	Category
Mr JOSÉ MANUEL VARGAS GÓMEZ	MEMBER	Proprietary
Ms ESTHER BERROZPE GALINDO	MEMBER	Independent
Mr BERNAT GARRIGÓS CASTRO	MEMBER	Proprietary
Mr BRIAN MCDONALD	CHAIRMAN	Independent
Ms OLATZ URROZ GARCIA	MEMBER	Independent


% de consejeros ejecutivos	0.00
% de consejeros dominicales	40.00
% de consejeros independientes	60.00
% de consejeros otros externos	0.00

Explain the duties assigned to this committee, including, if

appropriate, those that are in addition to the duties

established by law, and describe the procedures and rules of

organization and operation thereof. For each of these duties,

state the most important actions carried out during the year

and how each of the duties assigned to it, either by law or the

Articles of Association or in corporate resolutions, has been

exercised in practice.

The functions of the Audit Committee, and its procedures and

rules of organization and operation, are set out in article 13 of

the Board of Directors Regulations, and in the Audit Committee

Regulations. In this regard, the duties assigned to this

Committee correspond mainly to those established by law and

duties deriving from good governance recommendations and

the Audit Committee Technical Guide.

Certain additional duties are included in article 10 of the Audit

Committee Regulations, principally with regard to compliance.

The most relevant activities carried out by this Committee in

2024 are detailed in the annual report on the activities of the

Audit Committee for 2024, available at www.fluidra.com.

Identify the directors who are members of the audit

committee and who have been appointed taking into account

their knowledge and experience in the areas of accounting,

auditing, or both, and report the date of appointment of the

chairman of this committee.


Name of directors with experience	Mr JOSÉ MANUEL VARGAS GÓMEZ / Ms ESTHER BERROZPE GALINDO / Mr BERNAT GARRIGOS CASTRO / Mr BRIAN MC DONALD / Ms OLATZ URROZ GARCIA
Date of appointment of chairman to that post	8/5/2024

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
	2.024		2.023		2.022		2.024
	Number	%	Number	%	Number	%	Number	%
Executive, Strategy and ESG Committee	2	25	2	28.57	1	16.67	0	0
Appointments and Remuneration Committee	1	25	1	25	1	25	0	0
Audit Committee	2	40	1	20	0	0	1	25

C.2.3. State, if applicable, the existence of regulations of the

board committees, where such regulations may be consulted,

and any amendments made during the year. Also state

whether any annual report on the activities of each

committee has been prepared voluntarily.

Appointments and Remuneration Committee

The Committee is regulated in the Board of Directors

Regulations (article 14), and in the Appointments and

Remuneration Committee’s own Regulations. Both Regulations

are published on the Company’s website. The Company draws

up an annual report on the activity of the Appointments and

Remuneration Committee, the contents of which are published

together with the informative documentation for shareholders

in relation to the Ordinary General Shareholders’ Meeting.

Audit Committee

The Committee is regulated in the Board of Directors

Regulations (article 13) and in the Internal Rules of Conduct, and

also in the Audit Committee’s own Regulations. All three

Regulations are published on the Company’s website. The

Company draws up an annual report on the activity of the Audit

Committee, the contents of which are published together with

the informative documentation for shareholders in relation to

the Ordinary General Shareholders’ Meeting.

Executive, Strategy and ESG Committee

The Committee is regulated in the Board of Directors

Regulations (article 12), which are published on the Company’s

website.

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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

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 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

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.	7,114

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 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

Committee, as the delegated consultation body of the Board of

Directors for these matters. The risk management functions of

the Audit Committee include, among others:

• Periodic review of the results obtained in the ROMS;

• Evaluation of the effectiveness of the internal control and

management systems, as well as the measures established to

mitigate the risks identified;

• Assurance of the process established to identify and reassess

financial and non-financial risks;

• Identification and understanding of emerging risks, and their

alert mechanisms; and

• Assurance that risks are maintained and managed within the

tolerance levels established by the Board.

In turn, the role of the MAC is to identify the different types of

risks and opportunities, including among the financial and

economic risks any contingent liabilities and other off-balance-

sheet risks; identify the measures that are necessary to mitigate

the impact of the risks identified, in the event that they

materialize; identify the internal control and reporting systems

that will be used to control and manage the risks. Within the

MAC, the 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 Committee are:

• To report to the General Shareholders’ Meeting on any

matters arising within its sphere of competence.

• To propose to the Board of Directors, for submission to the

General Shareholders’ Meeting, the appointment of auditors

or audit firms as referred to in article 264 of the Companies

Act, and their contract conditions, the scope of their

professional engagement and, as the case may be, their

revocation or non-renewal.

• To supervise the effectiveness of the Company’s internal

control and Internal Control over Financial Reporting, internal

audit and the risk management systems, and to discuss with

the auditors or audit firms any significant internal control

weaknesses detected in the course of the audit.

• To supervise the process of drawing up and presenting

statutory financial information.

• To review the Company’s accounts, ensure compliance with

legal requirements and correct application of generally

accepted accounting principles, for which purpose it has the

direct collaboration of the external and internal auditors.

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• To handle and oversee relations with the external auditors or

audit firms in order to receive information on any matters that

could compromise their independence and any other matters

related to the auditing process, as well as any other

communications established in auditing legislation and

auditing standards.

• To supervise performance of the audit contract, ensuring that

the opinion on the Annual Accounts and the main contents of

the audit report are expressed clearly and precisely, and to

evaluate the results of each audit.

• To supervise compliance with legislation on related-party

transactions. In particular, it will ensure that such transactions

are reported to the market (Order 3050/2004, of the Ministry

of Economy and Treasury, of 15th September 2004).

• To issue annually, prior to the issue of the audit report, a

report expressing an opinion on the independence of the

auditors or audit firms, as well as disclosing the provision of

any additional services.

• To examine compliance with the Internal Rules of Conduct,

the Audit 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:

After the process of identifying and assessing corporate risks, a

total of 34 risks have been identified in 2024. Below, we detail

the 10 most significant risks:

Financial Risks:

a) Increase in raw material prices.

b) Exchange rate fluctuations.

Non-Financial Risks:

a) Cybersecurity incidents.

b) Competitor strategy changes that may impact market

dynamics.

c) Loss of competitiveness due to lack of adaptation to new

technologies.

d) Quality incidents in production processes.

e) Water crisis.

f) Business interruption due to issues in information systems.

g) Compliance: Taxes, tariffs, transfer pricing, and other

regulations that may impact the Group’s operations.

h) Impacts resulting from catastrophic events in production or

logistics 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 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 Committee, for supervision and approval.

The Audit Committee subsequently reports to the Board of

Directors.

E.5. State what financial and non-financial risks,

including tax risks, have materialized during the year:

In 2024, the Company had a fire in two of its warehouses

located in France. The fires in these warehouses affected the

Company’s activity as the result of the materialization of the risk

of a catastrophic event in a production/distribution plant. The

assessment of the impact of these events is currently being

completed, as there are a number of variables that are

influencing the economic impact, minimized to a considerable

extent by insurance coverage.

In addition, and as a result of an incident related to the quality

process for one of our products, the Company has devised a

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process for the recall of the product in question, both from our

customers’ premises and from end user, issuing the pertinent

communications to carry out the recall of the product.

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:

Strategic risks:

• Continuing analysis of sales of new strategic products and

comparison with competitors based on market research

monitoring to estatistical 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

greater 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.

• Confidential Channel: managed by the Ethics Committee, for

reporting any issue considered appropriate.

• Respect for internationally recognized Human Rights: efforts

are made to prevent and mitigate any potential risk that could

arise from the Company’s activities and/or commercial

relations. All employees and suppliers undertake to respect

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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 Committee Regulations explicitly include the

responsibility of the Audit 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 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 Remuneration Committee. The

Appointments and Remuneration Committee is made up of 4

directors from the Board of Directors, of whom 2 are

proprietary directors and 2 are independent.

Fluidra has an internal organization chart available on the

corporate intranet which covers the main business areas and

ranges from the position of Executive Chairman through the

CEO to the level of General Management of each business.

This organization chart specifies the areas and departments

(including the departments involved in the preparation, analysis

and supervision of the financial information), and details the

hierarchical dependencies.

For the purposes of preparing 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 in 18 languages 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 Committee. The modifications that have

been made to the Ethics Code are indicated below:

• On 28th February 2012, the Audit Committee approved the

review of the Ethics Code with the aim of incorporating

modifications that reflected the evolution of the legal

framework to which it is subject, especially with regard to the

responsibilities of the Board of Directors and the Audit

Committee.

• During 2015, Fluidra reviewed the Ethics Code again, with the

aim of bringing it into line with new legislative changes,

updating it once again in 2016 to the latest changes in

regulations.

In addition to the Ethics Code, Fluidra also has other features

that seek to achieve an environment of ethical professional

practice.

• During 2017, the Compliance Coordination Committee was

consolidated, made up of the corporate areas of Human

Resources, Internal Audit, Legal Advising and by the CFSO. As

established in its Rules of application, its main functions are as

follows:

• Promoting, disseminating and applying the Ethics Code

throughout the Group.

• Ensuring that the criminal offence prevention and control

model is developed correctly in the Group.

• Encouraging the creation of internal policies, rules and

procedures.

• In 2019, the Board of Directors of Fluidra published a new

Ethics Code, resulting from the merger of the two codes of

conduct of the former Fluidra and the former Zodiac. Group

Management prepared a compulsory online course for all

employees aimed at helping them to know and understand

the principles and commitments of the organization. The

course consisted of three parts: an information video of the

Chairman of the Group, an online course on the New Ethics

Code, and finally acceptance of the Fluidra Ethics Code.

At the end of 2019, the Audit 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 Confidential 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 have been 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 has an internal whistleblowing channel (“Confidential

Channel”) through which all employees, board members,

customers, suppliers, contractors or subcontractors and

shareholders can raise their queries and concerns. A

communication channel has been enabled to send them which,

from October 2022, has been outsourced so as to ensure

confidentiality and anonymity. Access to this channel can be

obtained from the corporate website. Fluidra also has an Ethics

Committee, whose role is to deal with the queries and

complaints received through the Confidential Channel. Its

objective is to carry out monitoring and control of compliance

with the principles established in the Ethics Code.

The Ethics Committee reports annually to the Audit Committee

the breaches of the Ethics Code identified and the corrective

actions and disciplinary measures proposed, if necessary. All

communications between the Ethics Committee and the

employees of Fluidra are totally confidential, respecting the

limitations established in applicable personal data protection

legislation. In this regard, all members of the Ethics Committee

are authorized to know the combined information of all queries

and notifications received from the group through the query

and notification procedure.

The Confidential 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:

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

Committee, with the support of Internal Audit.

• Whether the process covers all the financial reporting

objectives (existence and occurrence; completeness;

valuation; presentation, breakdown and comparability, and

rights and obligations), whether it is updated, and how

often:

The process is structured so that, on a regular basis, the areas

that can have a material effect on the financial statements are

analysed based on a range of criteria that include quantitative

and qualitative factors, identifying relevant areas/locations at

transaction level, to the extent that they are affected by

transactions with a material impact on the financial statements.

The scope of the areas identified is reviewed by Corporate

Financial Management of Fluidra and is ultimately supervised by

the Audit Committee. If in the course of the year (i),

circumstances not previously identified that show possible

errors in the financial information or (ii), substantial changes in

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 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

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

could have a material effect on the financial statements and also

seek to mitigate the risk of fraud.

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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 Hyperion 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 Committee and the Board of Directors.

Fluidra also has a series of procedures through which Financial

Management reviews ICFR, mainly consisting of:

• Existence of an ICFR management policy that articulates the

scope, responsibilities, procedure for evaluating the

effectiveness of the model, supervision of the model,

establishment of action plans and their follow up, and

supervision by the Audit Committee.

• System for evaluating the internal control model through Self-

Evaluation questionnaires: Financial Management of Fluidra,

based on the process of identifying and assessing risks and

controls, defines self-evaluation questionnaires which must be

completed by the Divisions considering the minimum

requisites to guarantee reasonable assurance as to the

reliability of the financial information. Internal Audit

supervises the effectiveness of the model in accordance with

the provisions of the internal audit plan.

In relation to the specific review of relevant judgements,

estimates, valuations and projections, this takes place initially in

the existing control activities either in the routine transactions of

Fluidra, or through the control mechanisms in place in the

process of preparing the financial information detailed in the

GAM. Depending on the degree of judgement and estimation

applied and the potential impact on the financial statements,

there is a subsequent scale of discussion and review involving

General and Financial Management of the Division, Corporate

Financial Management, the CEO, the Executive Chairman, the

Audit Committee and the Board of Directors, in that order, in

cases of substantially relevant aspects in the preparation of

financial information.

When third-party experts are involved in 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 Committee.

In particular, the main judgements and estimates addressed

during the year are those indicated in the notes to the

Consolidated Annual Accounts for the year.

F.3.2. Internal control policies and procedures on information

systems (including, among others, secure access, change

control, operation of the systems, operational continuity, and

segregation of duties) that provide support for the Company’s

relevant processes in drawing up and publishing financial

information.

Fluidra uses information systems to carry out and maintain

adequate recording and control of its operations. As part of the

process of identifying risks of error in the financial information,

Fluidra identifies, through Financial Management, the systems

and applications that are relevant in preparing it. The systems

and applications identified include both those directly used in

preparing the financial information and the interfaces with this

system, notably in relation to sales/accounts receivable and

purchases/accounts payable.

The policies and procedures concerning Fluidra’s information

systems cover both hardware and software security with regard

to access (ensuring segregation of functions through adequate

restriction of access), procedures to check the design of new

systems or modifications to existing systems, the operation of

the systems and continuity in their operation (or start-up of

alternative systems and applications) in the event of incidents

that affect their operation. These policies seek, among others, to

guarantee the following aspects:

• Secure access both to data and applications.

• Control over changes in the applications.

• Correct operation of the applications.

• Availability of data and continuity of the applications

• Adequate segregation of functions

• Raising awareness of individual participation in computer

security

a) Secure access:

A series of measures at different levels have been defined to

prevent unauthorized access both to data and to the

applications.

At software, operating system and database level, the user-

password combination is used as a preventive control. At data

level, profiles have been defined which limit access to data and

on which a segregation of functions matrix is being developed

that will ensure the compatibility of the user’s functions

according to his/her responsibilities.

b) Change control:

A change management methodology has been developed and

implemented which establishes the safeguards and validations

necessary to limit the risk in this process. Since 2012 a new

methodology called “change request” has been in use. The main

aspects featured include the following:

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• Approval by the business area

• Testing prior to production

• Specific environments for development and test tasks

• Reverse procedures

• Segregation of functions as the development team does not

have access to production.

c) Operation:

To ensure that operations are carried out correctly, the

interfaces between the systems involved in preparing financial

information are monitored. There is also an internal “Help Desk”

services for end users in the event of detecting any kind of

incident, query or request for training and which controls the

efficiency of the operation of the information systems.

d) Availability and continuity:

At is head offices, the Company has two Data-Processing

Centres (main and backup) that enable it to ensure the

availability of the information system in a contingency. All of this

is supported, furthermore, by a Disaster Recovery Plan with the

tasks and steps to be carried out to restore the systems in such

an event. This DRP is tested in real conditions once a year. In

addition, daily backups are made of the data and applications,

which are kept at a secure location temporarily. To recover such

data there is a specific procedure although integral tests are not

carried out regularly. Partial information recovery processes are

however carried out regularly. Specific on-premise applications

for Fluidra’s North American companies are kept at two

outsourced data centres, located in Atlanta and implemented in

the fourth quarter of 2024, which have enhanced redundancy

and security systems. Daily backups between the data centres

are also performed. Testing of the Disaster Recovery Plan is

expected to be completed in January 2025. In Australia, the data

of the main applications are stored at the head offices in

Smithfield, and have a daily backup in a secondary in-house

data centre, located in Keysborough. Both data centre

incorporate software security improvements implemented in

2024. 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 May 2023.

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 2024 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 and has been fully active in the closing for the

current year.

To ensure the reliability of the information reported by the

subsidiaries, they must report a range of data to allow an

analysis of variations in asset and liability items and results

obtained with respect to the monthly budget and the previous

year, in which the various balance sheet and income statement

items are interrelated, permitting greater knowledge in detail of

the operations reported at local level.

The Company has also implemented ICFR management

software based on the Company’s processes, where the most

relevant subsidiaries report compliance with a series of controls,

both over the financial information report 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 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 Committee in relation to the supervision

of ICFR are established in articles 6 and 7 of the Audit

Committee Regulations and, among others, are focused on:

• Supervising the 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 Committee ensures that, in cases in

which the auditor has included any qualification in the audit

report, the Chairman of the Audit Committee explains clearly

to the General Meeting the Audit Committee’s opinion on the

content and scope of the qualification, making a summary of

that opinion available to the shareholders when notice of the

Meeting is published, together with the other proposals and

reports of the Board.

• In relation to the information systems and internal control:

◦ Supervising and evaluating the process of drawing up and

the integrity of the financial and non-financial information

presented, and the financial and non-financial risk

management and control systems relating to the Company

and, as the case may be, the group, reviewing compliance

with regulatory requisites, adequate definition of the

consolidation perimeter and correct application of

accounting policies.

◦ Reviewing the internal control and risk management

systems periodically, so that the main risks are identified,

managed and reported adequately.

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◦ 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 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 Committee,

so that its independence is assured as well as the performance

of the assigned functions. All the actions carried out by Internal

Audit Management that require approval are approved by the

Board of Directors at the proposal of the Audit Committee.

Internal Audit prepares and presents an Annual Internal Audit

Plan which is reviewed and approved by the Audit Committee. In

2024, Internal Audit met with the Audit Committee in the

months of January, February, March, May, July, October and

December to present the results and evolution of its work. At

these meetings, Internal Audit reported the weaknesses

identified in the design of the internal control model, proposing

the corresponding action plans and the dates of implementation

of these plans. In turn, Internal Audit supervises the correct

implementation of the corrective actions.

In the months of May, June, October and December 2024, the

Audit Committee, through Internal Audit Management,

supervised the correct review of the effectiveness of the

controls conducted by Financial Management. A small number

of weaknesses were detected, corresponding to the Australian

subsidiary, which have been duly corrected. The weaknesses

detected are reported to the heads of the Divisions and the

corresponding action plans are designed, with a follow-up of

their implementation.

F.5.2. Whether it has a discussion procedure whereby the

auditor (as provided in the Technical Auditing Standards), the

internal audit function, and other experts can inform senior

management and the audit committee or the directors of the

entity of the significant internal control weaknesses detected

during the review of the annual accounts or such other

reviews as may have been entrusted to them. Information

shall also be provided on whether there is an action plan to

attempt to correct or mitigate the weaknesses found.

The Audit Committee meets at least four times a year, with the

aim of obtaining and analysing the necessary information to

fulfil the tasks with which it has been entrusted by the Board of

Directors.

Special attention is given to the review of the Company’s

quarterly financial information, which is presented by General

Financial Management. In order to carry out this process, the

Audit Committee is assisted by Internal Audit, General Financial

Management (responsible for preparing the financial

information) and the Auditor, with the aim of ensuring the

correct application of ruling accounting policies and the

reliability of the financial information, and in order to be able to

report significant control weaknesses identified, if there are any,

and the corresponding action plans.

Prior to the reports issued by the Audit Committee, Internal

Audit Management discusses the results of its work with local

management, Financial Management and Corporate General

Management, thus ensuring fluid and efficient communication

among all parties.

In relation to the External Auditors, they present annually the

scope, timing and areas of emphasis of their audit work on the

annual accounts, in accordance with the applicable auditing

standards. They also meet with the Audit Committee to present

the conclusions of their work and areas for improvement. The

weaknesses reported are communicated to Internal Audit

Management for inclusion in the implementation plan. It should

be noted that the External Auditors have stated that no

significant internal control weaknesses have come to light

during the audit performed in 2024.

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 2024 to be reviewed by the External Auditor. The

favourable report issued by the External Auditor is attached as

an appendix to this document.

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G. Degree to which corporate governance

recommendations are followed

State the Company’s degree of compliance with the

recommendations of the Good Governance Code of

Listed Companies.

If the Company does not comply with any

recommendation or follows it partially, a detailed

explanation of the reasons must be given, providing

shareholders, investors, and the market in general with

sufficient information to assess the Company’s course of

action. Generalized explanations will not be acceptable.

1. The Articles of Association of listed companies should not

place an upper limit on the votes that can be cast by a single

shareholder or impose other obstacles to the takeover of the

Company by means of share purchases on the market..

Complies ☒Explain ☐

2. When the listed Company is controlled, in the sense of

article 42 of the Code of Commerce, by another Company,

listed or not, and has business relations, directly or through

its subsidiaries, with that other Company or any of its

subsidiaries (other than those of the listed Company) or

carries on activities related to those of any of such companies,

it should provide detailed disclosure on:

a) The respective business activity and any business dealings

between the listed Company or its subsidiaries, on the one

hand, and the parent Company or its subsidiaries, on the

other hand.

b) The mechanisms in place to resolve possible conflicts of

interest.

Complies ☐Complies partially ☐Explain ☐

Not applicable ☒

3. During the ordinary general meeting, the chairman of the

board should verbally inform shareholders in sufficient detail

of the most relevant aspects of the Company’s corporate

governance, supplementing the written information

circulated in the annual corporate governance report. In

particular:

a) Changes taking place since the previous ordinary general

meeting.

b) The specific reasons for the Company not following a given

Good Governance Code recommendation, and any

alternative rules followed instead.

Complies ☒Complies partially ☐Explain ☐

4. The Company should draw up and promote a policy relating

to communication and contacts with shareholders and

institutional investors in the framework of their involvement

with the Company, and with proxy advisors, that complies in

full with market abuse regulations and gives equitable

treatment to shareholders in the same position. This policy

should be published on the Company’s website, complete with

details of how it has been put into practice and the identities

of the relevant spokespersons or those charged with its

implementation.

And, notwithstanding the legal obligations on the

dissemination of privileged information and other statutory

information, the Company should also have a general policy

relating to the communication of economic and financial, non-

financial and corporate information through the channels it

considers appropriate (traditional media, social media or

other channels) that contributes to maximizing the

dissemination and quality of the information available to the

market, investors and other stakeholders.

Complies ☒Complies partially ☐Explain ☐

5. The board of directors should not make a proposal to the

general meeting for the delegation of powers to issue shares

or convertible securities without a preferential subscription

right for an amount exceeding 20% of capital at the time of

such delegation.

When the board approves any issue of shares or convertible

securities without preferential subscription rights, the

Company should immediately post on its website the reports

explaining the exclusion referred to in mercantile legislation.

Complies ☒Complies partially ☐Explain ☐

6. Listed companies that draw up the following reports on a

voluntary or compulsory basis should publish them on their

website sufficiently in advance of the ordinary general

meeting, even if their distribution is not mandatory:

a) Report on auditor’s independence.

b) Reports on the activities of the audit committee and the

appointments and remuneration committee.

c) Report of the audit committee on related-party

transactions.

Complies ☒Complies partially ☐Explain ☐

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7. The Company should livestream its general shareholders

meetings on the corporate website.

The Company should also have mechanisms that permit the

delegation and exercise of vote through remote means and, in

the case of large cap companies and to the extent that it is

proportionate, even attendance at and active participation in

the General Meeting.

Complies ☒Complies partially ☐Explain ☐

8. The audit committee should strive to ensure that the

annual accounts the board of directors presents to the

general shareholders’ meeting are drawn up in accordance

with accounting legislation. In cases in which the auditor has

included a qualification in the audit report, the chairman of

the audit committee should give a clear account at the

general meeting of the audit committee’s opinion on its

content and scope, and a summary of that opinion should be

made available to the shareholders at the time of publishing

the notice convening the meeting, together with the

remaining proposals and reports of the board.

Complies ☒Complies partially ☐Explain ☐

9. The Company should publish permanently on its website

the requisites and procedures it will accept as evidence of

ownership of shares, the right to attend general meetings and

the exercise or delegation of voting rights.

Such requisites and procedures should encourage

shareholders to attend and exercise their rights and be

applied in a non - discriminatory manner.

Complies ☒Complies partially ☐Explain ☐

10. When a shareholder entitled to do so exercises the right to

supplement the agenda or submit new proposals prior to the

general meeting, the Company should:

a) Immediately circulate these supplementary items and new

proposals for resolutions.

b) Publish the model of attendance card or proxy

appointment or remote voting form duly modified so that

new agenda items and alternative proposals can be voted

on in the same terms as those submitted by the board of

directors.

c) Put all these items or alternative proposals to the vote

applying the same voting rules as for those submitted by

the board of directors, with particular regard to

presumptions or inferences about votes.

d) After the general meeting, disclose the breakdown of votes

on such supplementary items or alternative proposals.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

11. In the event that the Company plans to pay for attendance

at the general meeting, it should first establish a general,

long-term policy in this respect.

Complies ☐Complies partially ☐Explain ☐

Not applicable ☒

12. The board of directors should perform its duties with unity

of purpose and independent judgement, according the same

treatment to all shareholders in the same position. It should

be guided at all times by the Company’s best interest,

understood as the attainment of a profitable business that is

sustainable in the long term, promoting its continuity and

maximizing its economic value.

In pursuing the corporate interest, it should not only abide by

laws and regulations and conduct based on good faith, ethics

and respect for commonly accepted customs and good

practice, but also strive to reconcile the Company’s interests

with the legitimate interests of its employees, suppliers,

customers and other stakeholders, as well as with the impact

of its activities on the broader community and the

environment.

Complies ☒Complies partially ☐Explain ☐

13. The board of directors should have an optimal size to

promote its efficient functioning and maximize participation.

The recommended range is accordingly between five and

fifteen members.

Complies ☒Explain ☐

14. The board of directors should approve a policy aimed at

favouring an appropriate composition of the board of

directors and that:

a) Is concrete and verifiable.

b) Ensures that appointment or re-election proposals are

based on a prior analysis of the skills required by the board

of directors; and

c) Favours a diversity of knowledge, experience, age and

gender. For these purposes, measures that foster a

significant number of female senior managers are deemed

to favour gender diversity.

The results of the prior analysis of the skills required by the

board should be reflected in the appointments committee’s

report, to be published when the general meeting is convened

that is to resolve on the ratification, appointment or re-

election of each director.

The appointments committee should perform an annual

check on compliance with this policy and set out its findings in

the annual corporate governance report.

Complies ☒Complies partially ☐Explain ☐

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15. Proprietary and independent directors should constitute

an ample majority on the board of directors, and the number

of executive directors should be the minimum necessary

bearing in mind the complexity of the corporate group and

the percentage shareholding of the executive directors in the

Company’s capital.

The number of female directors should represent at least 40%

of the members of the board of directors by the end of 2022

and thereafter, and prior to that should not be less than 30%.

Complies ☐Complies partially ☒Explain ☐

At 31st December 2024, of the total of 14 members of the Board

of Directors of Fluidra, 13 are non-executive directors, therefore

complying with the recommendation on this matter.

With regard to the recommendation that 40% of the Board

members be women, this recommendation will be met with

effect from June 2025 with the appointment of two female

proprietary directors, which will bring the total number of

female directors to 6 out of 14 (42.86%).

16. The percentage of proprietary directors with respect to all

non-executive directors should be no greater than the

proportion between the capital of the Company represented

by such directors and the remainder of the Company’s capital

This criterion can be relaxed:

a) In large cap companies where few or no shareholdings

attain the legal threshold to be regarded as significant.

b) In companies with a plurality of shareholders represented

on the board but not otherwise related.

Complies ☒Explain ☐

17. Independent directors should represent at least half of all

board members.

However, when the Company does not have a large market

capitalisation, or when a large cap Company has shareholders

individually or concertedly controlling over 30% of share

capital, independent directors should occupy, at least, a third

of board places.

Complies ☐ Explain ☒

At 31st December 2024, 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 concerted action of certain significant shareholders

described in section A.7 of this Report, all of which has resulted

in the Company having 6 proprietary directors and 1 executive

director and 1 other external director 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. In this regard, it should be

borne in mind that the percentage of independent directors

(42.86%) exceeds the floating capital (27.41%). 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.

18. Companies should disclose the following information

about their directors on their websites and keep it regularly

updated:

a) Background and professional experience.

b) Directorships held in other companies, listed or otherwise,

and other paid activities they engage in, of whatever

nature.

c) Statement of the director category to which they belong, in

the case of proprietary directors indicating the shareholder

they represent or have links with.

d) Dates of their first appointment as a board member and

subsequent re-elections.

e) Shares held in the Company, and any options on such

shares.

Complies ☒Complies partially ☐Explain ☐

19. Following verification by the appointments committee, the

annual corporate governance report should disclose the

reasons for the appointment of proprietary directors at the

request of shareholders controlling less than 3 percent of

capital; and explain any rejection of a formal request for a

board place from shareholders whose equity stake is equal to

or greater than that of others applying successfully for a

proprietary directorship.

Complies ☐Complies partially ☐Explain ☐

Not applicable ☒

20. Proprietary directors should resign when the shareholders

they represent dispose of their shareholding in its entirety. If

such shareholders reduce their stakes, thereby losing some of

their entitlement to proprietary directors, the number of

proprietary shareholders should be reduced accordingly.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

21. The board of directors should not propose the removal of

independent directors before the expiry of their term of office

established in the Articles of Association, except when there is

due cause, found to exist by the board of directors following a

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.

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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 ☐

22. Companies should establish rules obliging directors to

disclose and, as the case may be, to resign when situations

arise affecting them, whether or not they are related to their

actions in the Company, that might be damaging to the

Company’s credit and reputation, and, in particular, obliging

them to inform the board of any criminal cases in which they

are involved as investigated parties and the corresponding

judicial proceedings.

Once the board has been informed of or has otherwise

learned of the situations mentioned in the preceding

paragraph, it should examine the case as soon as possible

and, in light of the particular circumstances and following a

report of the appointments and remuneration committee,

decide whether or not it should take some kind of measure,

such as opening an internal investigation, requesting the

director’s resignation or proposing his or her removal from

office. This matter should be reported in the annual corporate

governance report, unless there are special circumstances

that justify its omission, which must be noted in the minutes.

The foregoing is notwithstanding the information which the

Company must publish, if applicable, at the time of taking the

corresponding measures.

Complies ☒Complies partially ☐Explain ☐

23. All directors should express their clear opposition when

they feel a proposal submitted for the board’s approval might

damage the corporate interest. In particular, independent

directors and other directors not subject to potential conflicts

of interest should strenuously challenge any decision that

could harm the interests of shareholders lacking board

representation.

When the board makes significant or reiterated decisions

about which a director has expressed serious reservations,

then he or she must draw the pertinent conclusions. Directors

resigning for such causes should set out their reasons in the

letter referred to in the next recommendation.

The terms of this recommendation also apply to the secretary

of the board, even if he or she is not a director.

Complies ☒Complies partially ☐Explain ☐

24. When a director, either by resignation or a resolution of

the general meeting, ceases to hold his or her post before

their tenure expires, he or she should explain sufficiently the

reasons for his or her resignation or, in the case of non-

executive directors, his or her opinion on the reasons for

removal by the meeting, in a letter to be sent to all members

of the board.

Notwithstanding that all the above may be reported in the

annual corporate governance report, to the extent that it is

relevant for investors the Company should publish the

resignation or removal as soon as possible, making sufficient

reference to the reasons or circumstances indicated by the

director.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

25. The appointments committee should ensure that non-

executive directors have sufficient time available to discharge

their responsibilities effectively.

The board of directors regulations should lay down the

maximum number of Company boards on which directors can

serve:

Complies ☒Complies partially ☐Explain ☐

26. The board should meet with the necessary frequency to

properly perform its functions, and at least eight times a year,

in accordance with a calendar and agendas set at the start of

the year, to which each director may propose the addition of

initially unscheduled items.

Complies ☒Complies partially ☐Explain ☐

27. Director absences should be kept to a strict minimum and

quantified in the annual corporate governance report. In the

event of absence, directors should delegate another director

to represent them and issue appropriate instructions.

Complies ☒Complies partially ☐Explain ☐

28. When directors or the secretary express concerns about

some proposal or, in the case of directors, about the

Company’s performance, and such concerns are not resolved

at the meeting, they should be recorded in the minutes if the

person expressing them so requests.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

29. The Company should establish suitable channels for

directors to obtain the advice they need to carry out their

duties including, if necessary, external advising at the

Company’s expense.

Complies ☒Complies partially ☐Explain ☐

30. Regardless of the knowledge directors must possess to

carry out their duties, they should also be offered refresher

programmes when circumstances so advise.

Complies ☒Complies partially ☐Explain ☐

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31. The agendas of board meetings should clearly indicate the

items on which directors must arrive at a decision, so they can

study the matter beforehand or gather the material they

need.

When, exceptionally, for reasons of urgency, the chairman

wishes to present decisions or resolutions for board approval

that were not on the agenda, their inclusion will require the

express prior consent, duly recorded in the minutes, of the

majority of directors present.

Complies ☒Complies partially ☐Explain ☐

32. Directors should be regularly informed of movements in

share ownership and of the views of significant shareholders,

investors and rating agencies on the Company and its group.

Complies ☒Complies partially ☐Explain ☐

33. The chairman, as the person charged with the efficient

functioning of the board of directors, in addition to the

functions assigned by law and the Company’s Articles of

Association, should prepare and submit to the board a

schedule of meeting dates and agendas; organize and

coordinate regular evaluations of the board and, where

appropriate, the Company’s chief executive officer; exercise

leadership of the board and be accountable for its proper

functioning; ensure that sufficient time is given to the

discussion of strategic issues, and approve and review

refresher courses for each director, when circumstances so

advise.

Complies ☒Complies partially ☐Explain ☐

34. When a lead independent director has been appointed,

the Articles of Association or board of directors regulations

should grant him or her the following powers over and above

those conferred by law: chair the board of directors in the

absence of the chairman and vice-chairs, if any; give voice to

the concerns of non-executive directors; maintain contacts

with investors and shareholders to hear their views and

develop a balanced understanding of their concerns,

especially those to do with the Company’s corporate

governance; and coordinate the chairman succession plan.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

35. The secretary of the board should make special efforts to

ensure that the board’s actions and decisions are informed by

the governance recommendations of the Good Governance

Code that are applicable to the Company.

Complies ☒Explain ☐

36. The board in full should conduct an annual evaluation,

adopting, where necessary, an action plan to correct

weaknesses detected in:

a) The quality and efficiency of the board’s operation.

b) The operation and composition of its committees.

c) The diversity in the composition and competences of the

board.

d) The performance of the chairman of the board of directors

and the Company’s chief executive.

e) The performance and contribution of each individual

director, with particular attention to the chairs of board

committees.

The evaluation of board committees should start with the

reports they send to the board of directors, while that of the

board itself should start with the report of the appointments

committee.

Every three years, the board of directors should engage an

external consultant to aid in the evaluation process. This

consultant’s independence should be verified by the

appointments committee.

Any business dealings that the consultant or any company in

its group has with the Company or with any Company in its

group should be detailed in the annual corporate governance

report.

The process followed and areas evaluated should be

described in the annual corporate governance report.

Complies ☒Complies partially ☐Explain ☐

37. Where there is an executive committee, at least two non-

executive directors should be on this committee, at least one

of whom is independent; and the secretary of the committee

should be the secretary of the board.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

38. The board should be kept fully informed of the business

transacted and decisions made by the executive committee.

To this end, all board members should receive a copy of the

executive committee’s minutes.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

39. The members of the audit committee, particularly its

chairman, should be appointed taking into account their

knowledge and experience in accounting, auditing and both

financial and non-financial risk management.

Complies ☒Complies partially ☐Explain ☐

40. Under the supervision of the audit committee, there

should be a unit in charge of the internal audit function to

oversee proper operation of reporting and internal control

systems. This unit should report functionally to the board’s

non- executive chairman or the chairman of the audit

committee.

Complies ☒Complies partially ☐Explain ☐

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41. The head of the unit handling the internal audit function

should present an annual work programme to the audit

committee for approval by the committee or by the board,

inform it directly of the execution of this plan, including any

incidents and scope limitations arising during its

implementation, the results and monitoring of its

recommendations and submit a report on its activities at the

end of each year.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

42. In addition to the functions established by law, the audit

committee should have the following functions:

1. In relation to internal control and reporting systems:

a) Supervise and evaluate the process of drawing up and the

integrity of the financial and non-financial information and

the control and management systems over the financial

and non-financial risks relating to the Company and, as the

case may be, the group - including operational,

technological, legal, social, environmental, political and

reputational or corruption-related risks - reviewing

compliance with regulatory requisites, adequate definition

of the consolidation perimeter and correct application of

accounting policies.

b) Ensure the independence of the unit that undertakes the

internal audit function; propose the selection, appointment

and removal of the person responsible for the internal

audit service; propose the budget for this service; approve

or propose approval by the board of the approach and the

annual internal audit work plan, ensuring that its activity is

focused mainly on the relevant risks of the Company

(including reputational risks); receive periodic information

on its activities; and verify that senior management takes

into account the conclusions and recommendations of its

reports.

c) Establish and supervise a mechanism that allows

employees and other persons related to the Company,

such as directors, shareholders, suppliers, contractors or

subcontractors, to report any irregularities of potential

relevance, including financial and accounting or any other

kind of irregularities that they observe in the Company or

the group. This mechanism should guarantee

confidentiality and, in any case, provide for cases in which

communications may be made anonymously, respecting

the rights of the whistleblower and the reported person.

d) Ensure in general that the policies and systems established

in relation to internal control are applied effectively in

practice.

2. In relation to the external auditor:

a) Investigate the circumstances giving rise to the resignation

of the external auditor, should this come about.

b) Ensure that the remuneration of the external auditor does

not compromise its quality or independence.

c) Ensure that the Company notifies any change of external

auditor through the CNMV, accompanied by a statement of

any disagreements arising with the outgoing auditor and

the reasons for the same.

d) Ensure that the external auditor has a yearly meeting with

the board in full to inform it of the work undertaken and

developments in the Company’s risk and accounting

positions.

e) Ensure that the Company and the external auditor adhere

to current regulations on the provision of non- audit

services, limits on the concentration of the auditor’s

business and, in general, other regulations on auditor

independence.

Complies ☒Complies partially ☐Explain ☐

43. The audit committee should be empowered to meet with

any Company employee or manager, even ordering their

appearance without the presence of another senior manager.

Complies ☒Complies partially ☐Explain ☐

44.The audit committee should be informed of any structural

and corporate modification operations the Company is

planning, so the committee can analyse and report to the

board beforehand on their economic conditions and

accounting impact, especially, when applicable, on the

proposed swap ratio.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

45. The risk management and control policy should identify or

determine at least:

a) The different types of financial and non-financial risks the

Company is exposed to (including operational,

technological, legal, social, environmental, political and

reputational risks, including risks related to corruption),

with the inclusion under financial or economic risks of

contingent liabilities and other off- balance- sheet risks. .

b) A risk management and control model based on different

levels, a part of which will include a committee specialized

in risks when sectorial regulations so establish, or the

Company considers appropriate.

c) The risk level the Company sees as acceptable.

d) The measures devised to mitigate the impact of the risks

identified, should they materialize.

e) The internal control and reporting systems to be used to

control and manage the above risks, including contingent

liabilities and off-balance-sheet risks.

Complies ☒Complies partially ☐Explain ☐

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46. Companies should establish an internal risk control and

management function to be exercised by one of the

Company’s internal department or units, under the direct

supervision of the audit committee or some other dedicated

board committee. This function should be expressly charged

with the following responsibilities:

a) Ensure that risk control and management systems are

functioning correctly and, specifically, that all the

significant risks the Company is exposed to are adequately

identified, managed and quantified.

b) Participate actively in the preparation of risk strategies and

in key decisions about their management.

c) Ensure that risk control and management systems are

mitigating risks adequately in the context of the policy

defined by the board of directors.

Complies ☒Complies partially ☐Explain ☐

47. Members of the appointments and remuneration

committee - or of the appointments committee and the

remuneration committee, if they are separate - should be

appointed ensuring that they have adequate knowledge, skills

and experience for the functions they are called on to

discharge. The majority of their members should be

independent directors.

Complies ☐Complies partially ☒Explain ☐

The members of the Appointments and Remuneration

Committee have been appointed taking into account their

knowledge, skills and experience as well as the mission of the

Committee. As far as the composition of the Committee is

concerned, it is made up of four non- executive directors, two of

whom are independent, while the other two are proprietary

directors. The Chair of the Committee is an independent

director.

The reason why the Company does not comply with this part of

the recommendation concerning composition is because clause

8.3.6 of the Shareholders’ Agreement formalized between

Rhône Capital and the founding families of Fluidra on 3rd

November 2017, on the occasion of the merger between Fluidra

and Zodiac, establishes that the Appointments and

Remuneration Committee is to be made up of four (4) members,

of whom two (2) will be independent directors (one of them the

Chair), one will be designated “at the proposal of the Current

Shareholders” (i.e. at the proposal of the four founding families

of the Company) and the other will be designated “at the

proposal of the Shareholder of Zodiac Holdco” (i.e. at the

proposal of the Rhône Capital fund). This Shareholders’

Agreement is published on the Company’s website

www.fluidra.com, under “Shareholders and Investors”

“Corporate Governance”, “Shareholders’ Agreements”, and on

the website of the CNMV and in the Mercantile Registry of

Barcelona.

Indeed, given the shareholder concentration of Fluidra, as

explained in section A.7 of the Annual Corporate Governance

Report, the Company understands that it was necessary that the

two blocks represented in the Shareholders’ Agreement

between Rhône Capital and the founding families of Fluidra

each had a representative on a body such as the Appointments

and Remuneration Committee, which was considered of great

importance for the operation of the Company. This Committee

was consequently composed of two proprietary directors and

two independent directors, the Chair being one of the

independent directors, who co-ordinates and personally

manages the work of this Committee.

48. Large cap companies should have separate appointments

and remuneration committees.

Complies ☐Explain ☒Not applicable ☐

Fluidra has not considered it necessary for the time being to

separate its current Appointments and Remuneration

Committee into two committees, as it understands that the

functions relating to appointments and those relating to

remuneration can be discharged objectively and independently

by the same committee. As a matter of fact, Fluidra considers

that is not efficient to separate the competencies in two

committees and that the existence of only one committee does

not limit in any way or compromise the exercise of the faculties

granted by law to the Appointments and Remuneration

Committee.

49.The appointments committee should consult with the

Company’s chairman and chief executive, especially on

matters relating to executive directors.

When there are vacancies on the board, any director should

be able to approach the appointments committee to propose

candidates for the committee to judge whether they might be

suitable.

Complies ☒Complies partially ☐Explain ☐

50. The remuneration 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.

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e) Verify the information on director and senior manager

remuneration contained in corporate documents, including

the annual report on directors’ remuneration.

Complies ☒Explain ☐ Not applicable ☐

51. The remuneration committee should consult with the

Company’s chairman and chief executive, especially on

matters relating to executive directors and senior managers. .

Complies ☒Explain ☐ Not applicable ☐

52. The rules on the composition and operation of the

supervisory and control committees should be set out in the

board of directors’ regulations and should be consistent with

the rules applicable to legally mandatory committees in

accordance with the above recommendations, including the

following rules:

a) These committees should be formed exclusively by non-

executive directors, with a majority of independent

directors.

b) They should be chaired by independent directors.

c) The board of directors should appoint the members of

such committees with regard to the knowledge, skills and

experience of the directors and each committee’s terms of

reference; discuss their proposals and reports; and report

back on their activities and work at the first full board

meeting following each committee meeting.

d) The committees may engage external advice, when they

feel it necessary for the discharge of their functions.

e) Minutes of their meetings should be drawn up and made

available to all board members.

Complies ☐Complies partially ☐Explain ☐

Not applicable ☒

53. The task of supervising compliance with the Company’s

policies and rules on environmental, social and corporate

governance matters, as well as internal codes of conduct,

should be assigned to one board committee or split between

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 ☐

54. The minimum functions referred to in the preceding

recommendation are as follows:

a) Oversee compliance with the Company’s corporate

governance rules and internal codes of conduct, also

ensuring that the corporate culture is aligned with its

mission and values.

b) Oversee application of the general policy relating to the

communication of economic and financial, non- financial

and corporate information and communication with

shareholders and investors, proxy advisors and other

stakeholders. The way in which the Company

communicates with and relates to its small and medium-

sized shareholders will also be monitored.

c) Periodically evaluate and review the Company’s corporate

governance system and its environmental and social policy,

to confirm that it is fulfilling its mission to promote the

corporate interest and catering, as appropriate, to the

legitimate interests of the other stakeholders.

d) Oversee the Company’s social and environmental practices

to ensure that they conform to the established strategy

and policies.

e) Oversee and evaluate processes in relation to the different

stakeholders.

Complies ☒Complies partially ☐Explain ☐

55. The environmental and social sustainability policies should

identify and include at least:

a) The principles, commitments, goals and strategy in relation

to shareholders, employees, customers, suppliers, social

matters, environment, diversity, fiscal responsibility,

respect for human rights and the prevention of corruption

and other illegal conduct.

b) The methods or systems to monitor compliance with the

policies, the associated risks and their management.

c) The mechanisms for supervising non-financial risk,

including the risk related to ethics and business conduct.

d) Channels for stakeholder communication, participation

and dialogue.

e) Responsible communication practices that prevent the

manipulation of information and protect honour and

integrity.

Complies ☒Complies partially ☐Explain ☐

56. Directors’ remuneration should be sufficient to attract and

retain individuals with the desired profile and compensate the

dedication, qualifications and responsibility that the post

demands, but not so high as to compromise the independent

judgement of non- executive directors.

Complies ☒Explain ☐

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57. Variable remuneration linked to the Company’s

performance and the director’s personal performance, and

remuneration in the form of awarding shares, options or

rights on shares or instruments linked to the share price and

long -term savings schemes such as pension plans, retirement

systems or other benefits should be confined to executive

directors.

Share-based remuneration of non-executive directors may be

considered when it is subject to the condition that the shares

must be kept until the end of their term of office. This

condition, however, will not apply to any shares that the

director must dispose of to defray costs related to their

acquisition.

Complies ☒Complies partially ☐Explain ☐

58. In the case of variable remuneration, remuneration

policies should include limits and technical safeguards to

ensure they reflect the professional performance of the

beneficiaries and not simply the general progress of the

markets or the Company’s sector, or other similar

circumstances.

In particular, variable remuneration components should meet

the following conditions:

a) They should be subject to predetermined and measurable

performance criteria that take into account the risk

assumed to obtain a given outcome.

b) They should promote the sustainability of the Company

and include non-financial criteria that are relevant for the

creation of value in the long term, such as compliance with

the Company’s internal rules and procedures and its risk

management and control policies.

c) They should be focused on achieving a balance between

the delivery of short, medium and long-term objectives,

such that performance-related pay rewards ongoing

achievement, maintained over sufficient time to appreciate

its contribution to long-term value creation. This will

ensure that performance measurement is not based solely

on one-off, occasional or extraordinary events.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

59. Payment of variable remuneration components should be

subject to sufficient checks that predetermined performance

or other conditions have effectively been met. Companies will

include in the annual directors’ remuneration report the

criteria in terms of time required and methods to conduct

such a check in line with the nature and characteristics of

each variable component.

Additionally, companies should consider establishing a

reduction clause (“malus”) based on the deferral for a

sufficient length of time of payment of part of the variable

components that will lead to total or partial loss of such

components in the event that prior to the time of payment

any event occurs that renders this advisable.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

60. Remuneration linked to Company earnings should bear in

mind any qualifications stated in the external auditor’s report

that reduce the amount of such earnings.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

61. A major part of executive directors’ variable remuneration

should be linked to the award of shares or financial

instruments the value of which is linked to the share price.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

62. Once shares, options or financial instruments have been

awarded as part of share-based remuneration, executive

directors should not be allowed to transfer ownership or

exercise them until a term of at least three years has elapsed.

This does not include cases in which a director has, at the

time of transfer or exercise, a net economic exposure to the

variation in the price of the shares for a market value equal to

at least twice his or her annual fixed remuneration by holding

shares, options or other financial instruments.

The above condition will not apply to any shares that the

director must dispose of to defray costs related to their

acquisition, or, following a favourable opinion by the

appointments and remuneration committee, to deal with any

supervening extraordinary situations that so require.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

63. Contractual arrangements should include a clause that

allows the Company to reclaim variable components of

remuneration when payment was not in line with the

director’s actual performance or was based on data

subsequently found to be inaccurate.

Complies ☒Complies partially ☐Explain ☐

Not applicable ☐

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64. Severance payments should not exceed an amount

equivalent to two years of the director’s total annual

remuneration and should not be paid until the Company

confirms that the director has met the predetermined criteria

or conditions.

For the purposes of this recommendation, severance payment

will be deemed to include any payments the accrual of which

or obligation to pay arises as a result of or on the occasion of

the termination of the contractual relationship between the

director and the Company, including amounts not previously

vested of long-term savings plans and any amounts paid by

virtue of post-contractual non-compete clauses.

Complies ☐Complies partially ☒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. 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’ salary. However, the Company understands that the

amount of the compensation for termination of the contract

(which was already reduced in 2015, from three to two years’

annual salary, as a result of the introduction of this

recommendation that year) should not be reduced, as it

includes the termination of his prior employment relationship of

sixteen years and seven months, which was suspended when he

was appointed as a director.

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H. Other information of interest

1. If there are any significant aspects regarding corporate

governance in the Company or entities of the group that have

not been included in the other sections of this report, but

should be included in order to provide more complete and

well-reasoned information regarding the corporate

governance structure and practices in the entity or its group,

briefly describe them.

2. In this section, you may also include any other information,

clarification, or comment relating to the prior sections of this

report to the extent they are relevant and not repetitive.

Specifically, state whether the Company is subject to laws

other than Spanish laws regarding corporate governance and,

if applicable, include such information as the Company is

required to provide that is different from the information

required in this report.

3. The Company may also state whether it has voluntarily

adhered to other international, industrial, or other codes of

ethical principles or good practice. If so, identify the code in

question and the date of adherence thereto. In particular,

mention whether the Company has signed up to the Code of

Good Tax Practice, of 20th July 2010:

As reported through the disclosure of other relevant

information (ORI) on February 27, 2025, the Board of Directors

agreed on February 25, 2025, to appoint Ms. Olatz Urroz García

as Chair of the Audit Committee until the end of the term for

which she was appointed as a member of the Company's Board

of Directors, replacing Mr. Brian McDonald, who remains a

member of the Audit Committee.

This annual corporate governance report was approved by

the Board of Directors of the Company at its meeting held on:

25/03/2025

State whether any directors voted against or abstained in

relation to the approval of this Report.

☐ Yes

☑ No


	DIRECTOR'S REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
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	DIRECTOR'S REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
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	DIRECTOR'S REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
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	DIRECTOR'S REPORT	2. ANNUAL CORPORATE GOVERNANCE REPORT
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Annual Report on

Remuneration of Directors

of listed Companies 2024

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Issuer Identification

Year-end date:

31/12/2024

CIF:

A-17728593

Company Name:

FLUIDRA, S.A.

Registered address:

AVENIDA ALCALDE BARNILS, 69 (SANT CUGAT DEL VALLÉS) BARCELONA

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A. Remuneration policy of the Company

for the current Fiscal Year

A.1.1 Explain the current director remuneration policy

applicable to the year in progress. To the extent that it is

relevant, certain information may be included in relation to

the remuneration policy approved by the General

Shareholders' Meeting, provided that these references are

clear, specific and concrete.

The specific assessments for the year in progress should be

described, both the remuneration of directors in their status

as such and as a result of their executive functions carried out

for the Board pursuant to the contracts signed with executive

directors and to the remuneration policy approved by the

General Shareholders' Meeting.

In any event, the following aspects should be reported:

a) Description of the procedures and bodies at the Company

involved in the determination and approval of the

remuneration policy and its terms and conditions

b) Indicate and, where applicable, explain whether

comparable companies have been taken into account in

order to establish the Company's remuneration policy.

c) Information on whether any external advisors took part in

this process and, if so, their identity

d) Procedures included in the current remuneration policy for

directors for making temporary exceptions to the policy,

the conditions under which such exceptions can be made

and the components that may be subject to exception

under the policy.

The 2024 Fluidra's General Shareholders' Meeting

("Shareholders' Meeting" or "Meeting") approved Fluidra's

Remuneration Policy for Directors (“2024-2027 Remuneration

Policy” or “2024-2027 Policy”), applicable from the approval date

through December 31, 2027.

However, the change in the make-up of the Board of Directors

through the appointment of a new chief executive officer

("CEO") at Fluidra, as tabled for approval together with this

Annual Report on Remuneration by the Shareholders' Meeting,

has made it necessary to adapt the Remuneration Policy, which

will enter into force on the date of its approval until 31

December 2028 ("2025–2028 Remuneration Policy" or "2025–

2028 Policy".

Following an analysis of the information received from

institutional investors and proxy advisors, and of the provisions

of the Code of Good Corporate Governance on the

remuneration of directors, the proposed 2025–2028

Remuneration Policy will follow along the same lines as the

2024–2027 Policy in terms of the principles, structure and

content of the remuneration package. The same principles and

foundations as the 2024–2027 Remuneration Policy are

maintained, namely, that remuneration should be reasonably

proportionate to the Company’s importance, its economic

situation and the market standards of comparable companies. It

should be geared towards promoting the creation of sustainable

long-term value, linking directors' remuneration to business

performance and shareholders’ interests and incorporating the

necessary safeguards to avoid excessive risk-taking and the

rewarding of poor results.

Additionally, Fluidra takes into account the economic

environment, the Company’s results, the strategy of the Fluidra

group, best market practices and Corporate Governance

recommendations in relation to remuneration. As was the case

in the 2024–2027 Policy, the 2025–2028 Remuneration Policy

establishes that Fluidra's Board of Directors, on the

recommendation of the Appointments and Remuneration

Committee ("ARC"), may approve temporary exceptions to the

Remuneration Policy under exceptional circumstances where it

is necessary to serve the long-term interests and sustainability

of Fluidra as a whole or to ensure its viability. The details of and

justification for temporary exceptions will be included in the

pertinent Annual Remuneration Report.

The key changes to the 2025–2028 Remuneration Policy are as

follows:

• Adjustment of the remuneration of the Executive Directors to

match the remuneration of the new CEO (Mr. Jaime Ramírez),

whose appointment together with the 2025–2028 Policy will

be tabled for approval by the Meeting.

Insofar as the new CEO is concerned, this remuneration is

backed by a new comparative analysis with the aim of

matching his remuneration to that of executive directors in

comparable companies, based on Fluidra's size, sector, and

the domestic and international markets in which it operates,

as described below. The Executive Chairman's remuneration

has not undergone any changes in comparison with the

previous policy, except for the annual fixed adjustment in line

with the management team.

• Description of the main characteristics of the long-term

incentive for the key and executive directors that is being

tabled for approval together with this Policy 2025–2029 Plan,

following the start of the third and last cycle of the 2022–2026

Plan in 2024. The structure of the 2025–2029 Plan will follow

along the same lines as the 2022–2023, as it is also made up

of 3 cycles that each last for 3 years.

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Fluidra regularly requests benchmarks on the amount and

structure of Fluidra's remuneration packages for its senior

management team to ensure that it is aligned with market

standards. In 2024, Willis Towers and Watson, a firm specialized

in this matter, conducted a benchmarking study on the total

remuneration of Fluidra's Executive Directors and senior

management team.

This study used the following criteria to select the baseline

group: companies in the same industrial sector, including

companies that are competitors in in the pool sector and

companies considered to be competitors in terms of talent,

whose turnover and market capitalization is approximately

between 25 and 400% of that of Fluidra, and whose main HQ is

in Europe or the USA, in order to reflect Fluidra's geographical

context.

Based on where a director is geographically located, one of the

following two peer groups is used:

• European Peer Group. Kone, Gestamp, Siemens - Mobility,

Acerinox, Kingspan, Hella, Nissan Motor – Europe, Schneider

Electric - Europe Operations, Schneider Electric - Energy

Management WE, Grifols, Alfa Laval, Konecranes, Siemens -

Portfolio Companies, Cellnex, Weir Group, DMG Mori, Somfy,

Almirall, Rovi.

• US Peer Group. Pool Corp, Xylem, Rexnord Corporation,

Winnebago, Pentair, A.O. Smith Corp, Flowserve Corporation,

DoN/Aldson, ITT Inc., Viasat, Watts Water Technology, Leslie’s,

SPX Corporation, Hayward Holdings, Mueller Water Products,

Latham Pool.

The selection prioritized competitors by talent and the most

closely related sectors, i.e. industrial machinery and capital

goods, as a result of which a wide range had to be included in

terms of size in order to ensure that there was a comparison

group made up of a sufficient number of companies that made

it possible to obtain robust, representative results, to the extent

that the number of peers in terms of comparable size is very

small and only located in the USA. This makes it possible to

include companies that, although they differ in size, share a

business life cycle or strategic characteristics in a range aligned

with best market practices.

The remuneration of the new CEO for his executive functions is

backed by the aforementioned study, in which the US peer

group was taken into consideration, as the new CEO was

selected from candidates from this country and his operational

headquarters will also be in the United States. This is due to the

relevance of the American market, both in terms of the current

climate and of Fluidra's strategy for the future.

Insofar as the rest of the directors and the Executive Chairman

are concerned, the findings of the aforementioned study carried

out by Willis Towers and Watson were updated internally, as a

result of which it was confirmed that their remuneration was

aligned with market standards.

A.1.2 Relative importance of variable remuneration items vis-

à-vis fixed remuneration (remuneration mix) and the criteria

and objectives taken into consideration in their assessment

and to guarantee a suitable balance between the fixed and

variable components of remuneration.

In particular, indicate actions taken by the Company in

relation to the remuneration plan to reduce exposure to

excessive risk and adjust it to the Company's long-term

objectives, values and interests, including, where applicable, a

reference to the measures which are planned to guarantee

that the remuneration policy is consistent with the Company's

long-term results, the measures adopted in relation to

personnel whose professional performance has material

repercussions on the Company's risk profile and the

measures planned to avoid conflicts of interests, if any.

Furthermore, state whether the Company has established any

period for the accrual or vesting of certain variable

remuneration items, in cash, shares or other financial

instruments, any deferral period in the payment of amounts

or the handover of accrued and vested financial instruments,

or if any clause exists reducing the deferred remuneration or

that obliges a director to return remuneration received, when

such remuneration has been based on certain figures that

have clearly been shown to be inaccurate has been agreed.

According to the 2024–2027 Remuneration Policy, the 2024–

2028 Remuneration Policy (jointly, the "Remuneration Policy"),

only the Executive Directors receive short-term and long-term

variable remuneration. This is in compliance with CNMV

recommendation no. 57, according to which variable

remuneration linked to the Company’s performance and

personal performance, and that consisting of the award of

shares, options or rights over shares or instruments linked to

share value, must be confined to Executive Directors.

Notwithstanding the foregoing, directors who following the

termination of their executive functions still sit on the Board as

external directors may receive the variable remuneration that

they would have been paid during the period in which they

exercised their executive functions, but liquidated after ceasing

to exercise the aforementioned executive functions.

The remuneration system of Executive Directors reflects a

balanced and efficient relationship between fixed components

and variable annual or multi-year components. Variable

remuneration is set with a medium and long-term view, which

provides an incentive for performance in strategic terms in

addition to the achievement of short-term results, considering

the current situation and the Company’s outlook and objectives

with regard to sustainable growth, without the variable

remuneration threatening the Company’s ability to maintain its

solvency and financial situation.

The Remuneration Policy seeks to promote and favor the

achievement of the Company's strategic objectives by

incorporating long-term incentives, reinforcing continuity in the

Company's competitive development, fostering motivation,

loyalty and retention, whilst keeping remuneration in line with

best practices.

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1. Annual variable remuneration ("AVR")

According to the Remuneration Policy, the AVR, weighted

according to the attainment scale, may not exceed 150% of the

ﬁxed remuneration for executive functions once the level of

attainment of objectives is applied. The attainment scale for

economic objectives ranges from 0% of the incentive to a

maximum of 185% of the AVR target if the maximum values for

each indicator are achieved or exceeded.

The setting of the percentage represented by RVA in relation to

fixed remuneration for executive functions, the indicators, and

the evaluation of performance shall be determined annually by

the board of directors, upon a proposal by the ARC, which shall

subsequently determine the levels of achievement. In order to

receive the full amount of the annual bonus, the Executive

Director must still be associated with Fluidra on December 31 of

the year in which the bonus is to be paid. In the event of

termination of their relationship with Fluidra prior that date,

they shall receive the proportional part of the variable

remuneration to which they would have been entitled in the

event of continuing through to December 31 which corresponds

to the part of the year for which they have remained with

Fluidra.

2. Long-term variable remuneration

The Executive Directors may participate in long-term incentive

plans based on Fluidra equity instruments, or linked to the value

of such instruments, established by the Company for its

executive personnel ("LTI").

The LTI will entitle its beneficiaries to receive, once a certain

period of time has elapsed, an amount in shares or other

instruments, or options over the same, or cash, subject to

fulfillment of the conditions and strategic objectives established

in the LTI. Those plans shall be of a recurring nature, their

specific conditions being set by the Board of Directors upon a

proposal by the ARC. They must be in alignment and compatible

with the principles of the Remuneration Policy and be approved

by the Fluidra Shareholders’ Meeting insofar as may be

required.

In 2025, the following LTIs are in place:

• The 2022–2026 Plan approved by the General Shareholders'

Meeting in 2022.

In 2025, the first Cycle of the 2022–2026 Plan will be settled, in

the amounts accrued on 31 December 2024. The other two

cycles, the 2023–2025 Cycle and the 2024–2026 Cycle will be in

force in 2025.

• The 2025–2029 Plan, which the Board of Directors, as tabled

by the ARC, submitted for approval by the Meeting in 2025,

together with the Annual Report on Remuneration. The first

Cycle of the 2025–2029 Plan, namely, the 2025–2027 Cycle, will

enter into force in 2025.

The remuneration mix in 2025 is as follows, depending on the

level of attainment linked to variable remuneration (the

calculation of the remuneration mix does not include in kind

remuneration or contributions to pension plans, since the

amount is negligible):

Variable Annual Remuneration (% of fixed

remuneration):

Executive Chairman: minimum: 0%, target: 100%;

maximum 185%

CEO: minimum: 0%, target: 150%, maximum: 277.5%

Long-term incentive (on fixed remuneration) –

percentages for each of the three cycles – see

section A.1.6.

Executive Chairman: minimum: 0%, target: 250%;

maximum 430%

CEO: minimum: 0%, target: 345%, maximum: 593.4%

The two long-term incentive plans in place in 2025 (2022–2026

Plan and 2025–2029 Plan) have overlapping cycles, each of

which start every year and last for 3 years. The units in each of

the three cycles of the 2022–2029 Plan, of which the executive

directors are beneficiaries, in addition to the first cycle of the

2025–2029 Plan (the only cycle tabled for approval by the

Meeting together with this Annual Report on Remuneration),

have been calculated based on the same percentage of any

given beneficiary's remuneration is, namely, 250% in the case of

Mr. Planes and 345% in the case of Mr. Ramírez.

Given that a new cycle will start in 2025 and that the cycle

started 3 years before will accrue, the annualized percentage

taken was the LTI against fixed remuneration, the percentage on

fixed remuneration that, to calculate the number of units in the

cycle, has been allocated to each cycle, namely, 250% in the case

of Mr. Planes and 345% in the case of Mr. Ramírez.

The principles regulating the Company’s Director Remuneration

Policy take into account the shareholders’ interests and prudent

risk management. The remuneration system therefore seeks to

promote the Company’s long-term profitability and

sustainability and includes the necessary safeguards to prevent

excessive risk-taking and the rewarding of poor results.

The measures that the Company has established for deciding on

appropriate risk management and promoting the sustainability

of results are:

AVR:

• There is no entitlement to receive a guaranteed variable

annual remuneration.

• The maximum AVR may not exceed 150% of an Executive

Director’s fixed remuneration weighted by the level of

attainment scale (with a maximum of 277.5% of the fixed

remuneration in the event of overachievement of objectives).

• The parameters of the AVR are defined annually, the

objectives being set by the Board upon a proposal by the ARC,

having regard to the variables which have been identified

within the Company’s risk map.

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• Defined scales of achievement for each objective based on the

Company's results are included. Any variation in the

Company's results will affect the degree of achievement of the

objectives and directly affect the amount of the AVR to which -

where appropriate - the Executive Directors may be entitled.

• The AVR accrues annually and is paid annually in arrears,

within the first quarter of the calendar year following the year

of accrual, once the fulfillment of the associated objectives is

verified.

LTI:

• There is no guaranteed right to receive the long-term

incentive.

• Long-term remuneration is linked to specific financial and

ESG (“Environment, Social and Governance”) metrics, including

defined scales of achievement for each objective based on the

Company’s results.

• Pursuant to the Remuneration Policy, the incentive to be

settled shall take into account any qualifications in the

external auditor's report that reduce the Company's earnings.

• The payment of the long-term incentive must be deferred for

the minimum period of time necessary to verify that the pre-

established conditions to which it is linked have indeed been

met (malus clause).

• The long-term remuneration system for Executive Directors

imposes on them the obligation to maintain the ownership of

a certain number of any shares they may receive under long-

term incentive plans.

• The long-term remuneration corresponding to the Executive

Directors is subject to a clawback clause, which enables the

Company to demand reimbursement of the remuneration if it

becomes evident that the payment was made based wholly or

in part on information which has subsequently been proven

to be false or seriously inaccurate. The 2025-2029 Plan

submitted for approval by the General Meeting in 2025

imposed a new regulation whereby the clawback clause would

also apply to any Beneficiaries who have breached the

Group's internal rules and policies or if their negligent conduct

has resulted in significant losses for the Group.

Finally, insofar as the measures intended to avoid conﬂicts of

interest, as set forth in the Board Regulations, the directors

agree:

• Not to directly or indirectly perform professional or

commercial transactions with the Company unless authorized

by the Company in the terms envisaged in the law, the Bylaws

and the Board Regulations.

• To report the existence of conflicts of interest to the Board of

Directors.

• To refrain from participating in debates and votes on

resolutions with respect to which they, or persons related to

them, have a direct or indirect conflict of interest, unless they

are authorized to do so by the applicable legislation. This will

not apply to resolutions or decisions affecting the Director in

his/her capacity as such, such as designation or removal from

his/her office on the managing body or similar.

• 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.

• Not to directly or indirectly perform professional or

commercial transactions with the Company unless authorized

by the Company in the terms envisaged in the law, the Bylaws

and the Board Regulations.

• To adopt the necessary measures to avoid situations in which

their interests, for their own account or for the account of

others, may be in conflict with the corporate interest and with

their duties to the Company.

A.1.3. Amount and nature of fixed components that are due to

be accrued during the year by directors in their status as such.

The maximum annual remuneration Directors may earn for the

supervisory and collegiate decision-making functions inherent to

their status as such, approved at the 2024 General

Shareholders’ Meeting, is €2,200,000.

The aforementioned amount is, in any case, a maximum limit,

and it falls to the Board to propose how that amount will be

distributed amongst the different components and the

directors, in the form, at the time and in the proportions freely

determined by the Board in light of the functions and

responsibilities attributed to each one, their membership of and

positions held on the Board Committees, and any other

objective circumstances which may be deemed relevant. Of that

amount, the breakdown of the fixed remuneration per position

and responsibilities of the members of the Board that is

expected to accrue in fiscal year 2025 is as follows (the same as

in 2024):

• €92,000 per annum for each member of the Board of

Directors

• For the responsibility and dedication required of members of

the various Committees and that involved in the

Chairmanship and coordination of the Board:

An additional €20,000 per annum for each member of the

ARC, except for the Committee chairman, who will receive an

additional €40,000.

An additional €20,000 per annum for each member of the

Audit Committee, except for the Committee chairman, who

will receive an additional €40,000.

An additional €12,000 for each member of the Delegate,

Strategy and ESG Committee.

An additional €50,000 per annum for the Chairman of the

Board of Directors.

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An additional €25,000 per annum for the coordinator of the

Board of Directors.

However, the Executive Directors who are members of the

different Committees shall not receive any additional amount

for their membership thereof.

• Allowances for attendance at Board or Committee meetings

are 8,000 per annum. The amount received by those Directors

who reside outside Europe, however, is 20,000 euros per

annum.

Finally, Directors will be reimbursed for duly justified expenses

incurred in the course of rendering their services to the

Company.

A.1.4. Amount and nature of fixed components that are due to

be accrued during the year for the performance of senior

management functions of executive directors.

The fixed cash remuneration to be paid to executive directors in

2025 is as follows:

• Mr. Planes: €510,000.

• Mr. Ramírez: $816.000, proportional to the time that he is an

Executive Director (the amount of the fixed remuneration as

an employee received before his appointment as Executive

Director was the same).

The Remuneration Policy anticipates an annual review of fixed

remuneration by the Board of Directors at the proposal of the

ARC for the years in which it is in force. It is not anticipated that

while the Remuneration Policy is in force that the variation will

rise above 30%. In any event, any variation in the fixed

remuneration must be reported in the Annual Report on

Remuneration for the year in question.

Part of Mr. Ramírez’ remuneration is paid by another Company

in the Fluidra Group.

In accordance with the provisions of the agreement signed by

Fluidra with the CEO, Mr. Ramírez, the remuneration that he

receives for his oversight and joint decision-making functions

inherent to his status as Director will reduce the total amount of

his remuneration that he should receive for his executive

functions.

A.1.5. Amount and nature of any component of in kind

remuneration that will accrue during the year, including, but

not limited to, insurance premiums paid in favor of the

director.

Executive Directors receive the following in kind remuneration:

• In accordance with the Fluidra policy for executive personnel,

the Company makes available to its Executive Directors a

vehicle at an estimated cost for 2025 of €15,000 for Mr. Planes

and €12,000 for Mr. Ramírez.

• The Company assumes the cost of a life insurance policy

covering the Executive Directors against the contingencies of

death and disability. As of the date of this Report, the

estimated annual premium for 2025 is €30,000 for Mr. Planes

and €18,000 for Mr. Ramírez.

• Fluidra assumes the cost of a family medical insurance policy,

for which the annual premium for 2025 is approximately

€8,000 for Mr. Planes and €18,000 for Mr. Ramírez.

Part of Mr. Ramírez’ remuneration is paid by another Company

in the Fluidra Group.

A.1.6. Amount and nature of variable components,

differentiating between those established in the short and long

term. Amount and nature of variable components, which

differentiate between those established in the short- and long-

term. Financial and non-financial parameters, including social,

environmental and climate change parameters selected to

calculate variable remuneration in the year in progress,

explaining the extent to which these parameters are related to

performance, both of directors and the Company, together

with their risk profile, and the methodology, timetable and

techniques established to determine the degree of compliance

with the parameters used in the design of the variable

remuneration, explaining the applicable criteria and factors in

terms of the time required and the methods used to effectively

verify compliance, with the performance conditions or any

others to which the accrual is tied and the vesting of each

component of variable remuneration.

State the range, in monetary terms, of the different variable

components according to the degree of compliance with the

objectives and parameters established, and whether any

maximum monetary amounts exist in absolute terms.

The variable remuneration system for the Executive Directors

for 2025 includes two components: annual variable

remuneration (AVR) and a long-term incentive (LTI).

(i) AVR:

In accordance with the terms of their respective contracts, the

Executive Directors receive AVR linked to the achievement of

economic and management objectives related to the budget set

by the Board of Directors for each year. The objective criteria to

be used to calculate the AVR for 2025 are as follows:

• The Executive Chairman’s AVR for 2025, prior to weighting

based on the achievement scale, is 100% of the fixed annual

remuneration for executive functions. The achievement scale

ranges from a payment of 40% of the variable amount, in the

event of achieving the minimum levels established for each

indicator (0% if the minimum levels are not achieved), up to

maximum payment of 185%, in the event of achieving or

exceeding the maximum levels established for each indicator.

• The Executive Chairman’s AVR for 2025, prior to weighting

based on the achievement scale, is 150% of the fixed annual

remuneration for executive functions. The achievement scale

ranges from a payment of 40% of the variable amount, in the

event of achieving the minimum levels established for each

indicator (0% if the minimum levels are not achieved), up to

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maximum payment of 185%, in the event of achieving or

exceeding the maximum levels established for each indicator.

The indicators for 2025:

(i) 85%, economic objectives:

Free cash-flow (25%), PF Cash EPS (25%), EBITDA (25%) and total

growth in sales (10%), and

(ii) 15% management objectives:

within the management objectives, 5% are linked to attaining

the Company’s ESG objectives, such as the S&P score, the

carbon footprint, the global NPS and the overall sales of

sustainable products, in addition to all other strategic

management targets of the Company.

The achievement scale for the economic objectives in 2025 is as

follows:

• Free cash flow: 80% of the objective for entitlement to

payment of 40% of the AVR linked to this objective, and 120%

for entitlement to 200%.

• Cash Earning Per Share: 70% of the objective for entitlement

to payment of 40% of the AVR linked to this objective, and

130% for entitlement to 200%.

• EBITDA: 80% for entitlement to payment of 40% of the AVR

linked to this objective, and 120% for entitlement to 200% of

the variable target. Total growth in sales: 50% of the objective

for entitlement to payment of 40% of the AVR linked to this

objective, and 150% for entitlement to 200%.

• Total growth in sales: 50% of the objective for entitlement to

payment of 40% of the AVR linked to this objective, and 150%

for entitlement to 200%.

If the management objectives are achieved, the payout would be

100% of the target AVR linked to these objectives; otherwise it

would be 0%.

At the end of the fiscal year, upon receipt of the appropriate

supporting documentation, the Board of Directors, on the

recommendations of the ARC, will assess the degree of

compliance with the objectives set at the beginning of the fiscal

year and approve the amount of the AVR to be received by each

executive director based on the degree of compliance achieved.

Once the amount of the incentive is approved, it will be paid in

cash after Fluidra's annual accounts have been drafted, taking

into account, where applicable, any provisos in the external

auditor's report. The Annual Report on Remuneration for the

year in which the AVR is paid must include information related

to the targets set for each indicator and their degree of

attainment.

(ii) LTI:

In 2025, the Executive Directors are beneficiaries of the 2022–

2026 Plan:

• 2022–2026 Plan

The 2022–2026 Plan for key senior management and executive

directors of the Fluidra group was approved at the 2022 General

Shareholders’ Meeting.

The goal of the plan is to incentivize, motivate and build loyalty

among Fluidra's management team by linking part of their

remuneration to the value of the Company’s stock to align the

interests of the beneficiaries with those of shareholders by

offering them competitive remuneration that is in line with

market remuneration practices and the Fluidra group's new

organization and strategy.

The basic conditions of the 2022–2026 Plan are as follows:

Instrument: The 2022–2026 Plan is implemented through the

award of a certain number of units ("PSUs") which will then be

used as a reference in order to determine the final number of

Shares to be delivered to the Beneficiaries after a certain period

of time, as long as certain strategic objectives of the Fluidra

Group are fulfilled and the requirements provided for in the

Regulations are met.

Term: The 2022–2026 Plan has a term of five (5) years, running

from January 1, 2022, with effect from the date of approval of

the Plan by the Fluidra Shareholders’ Meeting (the “Start Date”)

until December 31, 2026 (the “End Date”), without prejudice to

the effective settlement of the last cycle of the Plan, which will

take place in June 2027.

The Plan is divided into three (3) independent cycles (the

"Cycles") and has three award dates (the "Award Dates") for the

target incentive to be received in the event of achieving 100% of

the objectives to which it is linked ("Target Incentive"), each of

which took place in 2022, 2023 and 2024, respectively.

Each one of the Cycles has an objective measurement period of

three (3) years (the "Measurement Period"), starting on January

1 of the year in which the Cycle begins (the "Measurement

Period Start Date") and ending three (3) years after the

Measurement Period Start Date, that is, on December 31 of the

year the Measurement Period for the Cycle ends (the

"Measurement Period End Date").

Once the Measurement Period for each Cycle has ended, the

associated incentive to which each of the Beneficiaries will be

entitled will be determined according to the degree of

achievement of the objectives established for the Cycle in

question ("Degree of Achievement").

The settlement of the incentive during each Cycle of the Plan will

take place in the month of June of the fiscal year following the

End Date of the Measurement Period ("Settlement Date").

Beneficiaries: The beneficiaries of the 2022–2026 Plan (the

"Beneficiaries") will be the members of the management team

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of Fluidra and of its subsidiaries making up the Fluidra Group, as

determined by the Board of Directors of Fluidra, at the proposal

of the ARC, who are expressly invited to participate in the Plan

via a letter of invitation (the "Letter of Invitation") and who

expressly accept such invitation.

For these purposes, the Fluidra Shareholders' Meeting

designated as Beneficiaries of the 2022–2026 Plan those

directors of Fluidra who, during the term of the Plan, were

attributed executive functions in the Fluidra Group ("Executive

Directors"), namely, Mr. Planes, Executive Chairman, and Mr.

Brooks, CEO.

Maximum number of Shares included in the Plan: The total

number of Shares which, in implementation of the Plan, will be

delivered to the Beneficiaries at the end of each Cycle will be

that resulting from dividing the maximum amount allocated to

each Cycle by the weighted average closing price of the Shares

for the trading sessions taking place in the thirty (30) days prior

to the Measurement Period Start Date of the Cycle in question

(the “Reference Value”). The maximum total amount allocated to

the Plan if 100% of the related objectives are met is €55 million.

The maximum amount to be allocated to each Cycle of the Plan,

if 100% of the objectives are met, will be determined by the

Board of Directors following a report from the ARC, but may not

exceed a total of €55 million for all three Cycles of the Plan.

In any event, if 100% of the objectives are met, the total number

of Shares to be delivered in implementation of the Plan to all of

the Beneficiaries in the three Cycles may not exceed 0.8% of the

share capital of Fluidra on the date of approval of the Plan, and

will be 1.3% in the event of reaching the maximum Degree of

Achievement of the objectives.

If the maximum number of Shares allocated to the Plan

authorized by the Shareholders' Meeting is insufficient to be

able to settle the incentive in Shares corresponding to the

Beneficiaries under each Cycle of the Plan, Fluidra will pay in

cash the amount of the incentive corresponding to the excess

which cannot be settled in Shares.

If 100% of the objectives of the Plan are met, the Executive

Directors of Fluidra will be entitled to receive, at the end of each

of the three Cycles, a number of Shares equal in value to 250%

of their Fixed Annual Remuneration in force on the award date

of the incentive corresponding to the Cycle in question, divided

by the Reference Value.

In any event, the number of Shares to be delivered will depend

on the number of PSUs assigned and on the degree of

achievement of the objectives to which the incentive is linked.

For the first Cycle of the Plan, if 100% of the Cycle objectives are

met, and taking into consideration the average weighted closing

price of the Share for the trading sessions taking place on the

thirty (30) days prior to January 1, 2022 and the Annual Fixed

Remuneration of the Executive Directors in force on the date of

approval of the Plan, 37,651 Shares would be delivered to the

Executive Chairman, Mr. Planes and 45,181 Shares would be

delivered to the CEO in 2024, Mr. Brooks. A breakdown of the

information related to the accrual and the vesting of the

incentive referred to in the first cycle of the Plan is given in

section B.7.

For the second Cycle of the Plan, if 100% of the Cycle objectives

are met, and taking into consideration the average weighted

closing price of the Share for the trading sessions taking place

on the thirty (30) days prior to 1 January 2023 and the Annual

Fixed Remuneration of the Executive Directors in force on the

date of Invitation Letter to the second Cycle of the Plan, 88,500

Shares would be delivered to the Executive Chairman, Mr. Eloy

Planes. In the event of reaching the maximum Degree of

Achievement of the objectives to which the second Cycle is

linked, the number of Shares to be delivered will be Accordingly,

the maximum number of Shares to be delivered would be

152,220 Shares in the case of Mr. Eloy Planes.

For the third Cycle of the Plan, if 100% of the Cycle objectives are

met, and taking into consideration the average weighted closing

price of the Share for the trading sessions taking place on the

thirty (30) days prior to 1 January 2024 and the Annual Fixed

Remuneration of the Executive Directors in force on the date of

Invitation Letter to the third Cycle of the Plan, 66,811 Shares

would be delivered to the Executive Chairman, Mr. Eloy Planes.

In the event of reaching the maximum Degree of Achievement

of the objectives to which the third Cycle is linked, the number

of Shares to be delivered will be 172% should 100% of the

targets be met. Accordingly, the maximum number of Shares to

be delivered would be 114,915 Shares in the case of Mr. Eloy

Planes.

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,

which he continues to hold under the same condition, 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, based on the percentage per cycle allotted

(345%) on the fixed remuneration. Therefore, the number of

Shares to be delivered to the CEO in the event that 100% of the

Cycle's targets had been met would be 195,734 Shares. In the

event of reaching the maximum Degree of Achievement of the

objectives to which the third Cycle is linked, the number of

Shares to be delivered will be 172% should 100% of the targets

be met. Accordingly, the maximum number of Shares to be

delivered would be 336,662 Shares in the case of Mr. Jaime

Ramírez.

Requirements for receiving the incentive: The requirements to

be met, on a cumulative basis, in order for a Beneficiary to vest

the right to receive the incentive corresponding to each Cycle of

the 2022–2026 Plan are as follows:

• As regards the total PSUs awarded in relation to each Cycle,

the Beneficiaries must remain at the Fluidra Group until the

Measurement Period End Date of the Cycle, notwithstanding

the provisions envisaged for special leaving situation

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established in the Regulations, which will also set out the

formula to be used for calculation of the PSUs vested as at the

leaving date. In respect of the foregoing, the termination of

Mr. Brooks' executive functions in 2024 by mutual agreement

meant that his consideration would remain in place for the

proportional part of the PSUs awarded in the second and

third cycles of the period from the start of the cycle to 31

December 2024. This means that the number of Shares to be

received should 100% of the targets in the Second and Third

Cycles have been attained would be 70,800 and 26,724,

respectively, whereby the maximum number of Shares would

be 121,776 and 45,965 respectively, should the maximum

degree of attainment of the targets be met.

• Meet the objectives established for each Cycle of the 2022–

2026 Plan in the terms and conditions described in this

agreement and the implementing Regulations.

• In the case of Executive Directors, 100% of the PSUs awarded

in each Cycle must be linked to fulfillment of the objectives to

which the corresponding Cycle is linked.

Targets: The Degree of Achievement of the incentive

corresponding to one Cycle of the Plan, and therefore the

number of Shares to be delivered to the Beneficiaries in relation

to such Cycle, will depend on the degree of achievement of the

targets that the Board of Directors, at the proposal of the ARC,

has established for each Cycle of the 2022–2026 Plan, insofar as

relates to the percentage of PSUs awarded which is linked to

such achievement.

In the three Cycles of the Plan, the Incentive will be linked to

achievement of the following strategic objectives of the

Company:

(i) Objectives in terms of the creation of value for shareholders:

Evolution of Fluidra, S.A.'s Total Shareholder Return (“TSR”), in

absolute terms;

(ii) Economic-financial objectives:

Evolution of the EBITDA of the Fluidra Group.

(iii) ESG targets: improved S&P rating,

hereinafter, the “Metrics”:

TSR, EBITDA and the ESG objectives will be calculated during the

Measurement Period of each Cycle that ends on 31 December

2024, 2025 and 2026, respectively.

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 the Measurement

Period Start Date of the corresponding Cycle, the final value

considered being the weighted average listed price of the

Fluidra share at the close of the trading sessions taking place on

the thirty (30) days preceding the Measurement Period End Date

of the corresponding Cycle.

The weighting percentages for the Incentive awarded to the

Executive Directors in the three Cycles will be 50% for the TSR

objective, 40% for the EBITDA objective, and 10% for the ESG

objective.

For the TSR and EBITDA objectives, a Degree of Achievement

associated with each objective will be established and this may

range between 0% and 180%. The Degree of Achievement

deriving from each of the above objectives will be calculated by

linear interpolation. In the case of the ESG objective, the Degree

of Achievement will be 0% or 100%. The maximum Degree of

Achievement for the Executive Directors will therefore be 172%.

Delivery and availability of shares: The Shares will be

delivered either by Fluidra, or by a third party, depending on the

coverage systems finally adopted by the Board of Directors.

Once the Shares have been awarded for a period of three

years after the End Date the Executive Directors and

members of the Executive Committee will not be able to sell

the Shares received under the Plan until they hold a number

of shares equivalent to at least their fixed annual

remuneration in the case of Executive Committee members

and twice their fixed annual remuneration in the case of

Executive Directors.

However, this will not apply in respect of shares that

Executive Directors or Executive Committee members need

to dispose of in order to cover the acquisition cost, including

taxes on the delivered Shares, or if a waiver is obtained from

the Board of Directors with a favorable report from the

Appointments and Remuneration Committee, in order to

deal with one-off events that may occur.

Malus and clawback clauses. The Plan will envisage the

corresponding malus and clawback clauses. The Board of

Directors will determine, where applicable, whether the

circumstances that trigger the application of these clauses

have occurred and the part of the Incentive which, where

appropriate, is to be reduced or recovered. In relation to the

clawback clause, Fluidra, S.A. may demand the return of the

Shares delivered under each Cycle of the 2022–2026 Plan, or

the cash equivalent thereof, or even offset the delivery made

against other remuneration of any type to which the

Beneficiary may be entitled if, during the two years following

the Settlement Date of each Cycle, it becomes evident that

the settlement in question was based wholly or in part on

information which has subsequently been clearly shown to

be false or to contain serious inaccuracies. The above will

apply to the Executive Directors in all cases and to

Beneficiaries who are responsible for such information.

Similarly, the incentive settled in favor of members of the

executive committee and the internal auditor, to whom the

clawback clause is not applicable, will in any event be

recalculated based on the correct information.

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2025–2029 Plan:

To approve a long-term variable remuneration plan (“2025–2029

Performance Share Plan”, “2025–2029 Plan” or the “Plan”)

intended for the executive directors and the management team

of Fluidra, S.A. (“Fluidra” or the “Company”) and of the investee

companies that belong to the consolidated group (the “Fluidra

Group”) that includes the delivery of Fluidra shares.

The 2025–2029 Plan, which is linked to the Fluidra Group's

strategic plan, was passed based on the following basic terms

and conditions, which will be subject to input by Fluidra’s Board

of Directors to the regulations of the 2025–2029 Plan (the

“Regulations”.

Objective of the 2025–2029 Plan: The 2025–2029 Plan aims 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 by offering them competitive remuneration

that is in line with market remuneration practices, and the

organizational and strategic situation of the Fluidra Group.

The 2025–2029 Plan consists of the Beneficiaries being entitled

to receive a certain number of ordinary shares of the Company

(the "Shares") subject to the fulfillment of certain requirements.

Instrument: The 2025–2029 Plan is implemented through the

award of a certain number of units ("PSUs"), which will then be

used as a reference in order to calculate the final number of

Shares to be delivered to the Beneficiaries after a certain period

of time, as long as certain strategic objectives of the Fluidra

Group are fulfilled and the requirements provided for in the

Regulations are met.

Term: The 2025–2029 Plan has a term of five (5) years, running

from January 1, 2025, with effect from the date of approval of

the Plan by the Fluidra Shareholders' Meeting to which this

resolution is submitted for approval (the "Start Date") until

December 31, 2029 (the "End Date"), notwithstanding the

effective settlement of the last cycle of the Plan (as the term is

defined below), which will take place in June 2030.

The Plan is divided into three (3) independent cycles (the

"Cycles") and will have three award dates (the "Award Dates") for

the target incentive to be received in the event of achieving

100% of the objectives to which it is linked ("Target Incentive"),

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

respectively.

Each of the Cycles will have an objective measurement period of

three (3) years (the "Measurement Period"), starting on January

1 of the year in which the Cycle begins (the "Measurement

Period Start Date") and ending three (3) years after the

Measurement Period Start Date, that is, on December 31 of the

year the Measurement Period for the Cycle ends (the

"Measurement Period End Date").

Once the Measurement Period for each Cycle has ended, the

associated incentive to which each of the Beneficiaries will be

entitled will be calculated according to the degree of

achievement of the objectives established for the Cycle in

question ("Degree of Achievement").

The incentive corresponding to each Cycle of the Plan will be

settled in the month of June of the year after the Measurement

Period End Date, following approval of the financial statements

for the year in which the Measurement Period of the Cycle in

question ends (the "Settlement Date").

Beneficiaries: The beneficiaries of the 2025–2029 Plan (the

"Beneficiaries") will be the members of the management team

of Fluidra and of its subsidiaries that make up the Fluidra Group,

as determined by the Board of Directors of Fluidra, at the

proposal of the Appointments and Remuneration Committee,

who are expressly invited to participate in the Plan via a letter of

invitation (the "Letter of Invitation") and who expressly accept

this invitation.

For these purposes, the Fluidra Shareholders' Meeting

designates as Beneficiaries of the 2025–2029 Plan those

directors of Fluidra who, during the term of the Plan, are

attributed executive functions in the Fluidra Group ("Executive

Directors"). At the date of approval of the Plan by the Fluidra

Shareholders' Meeting, the Executive Directors are Mr. Eloy

Planes, Executive Chairman, and Mr. Jaime Ramirez, CEO.

Maximum number of Shares included in the Plan: The total

number of Shares that, in the implementation of the Plan, will

be delivered to the Beneficiaries at the end of each Cycle, in the

event of achieving 100% of the objectives, will be that resulting

from dividing the maximum amount allocated to each Cycle by

the weighted average closing price of the Shares for the trading

sessions taking place on the thirty (30) days prior to the

Measurement Period Start Date of the Cycle in question (the

"Reference Value"). The maximum total amount allocated to the

three Cycles of the Plan if 100% of the related objectives are met

is established in the amount of sixty four million of euros,, and

being one hundred and seven million euros in case of reaching

the maximum degree of achievement.

The maximum total amount allocated to each Cycle of the Plan,

if 100% of the objectives are met, will be determined each year

by the Board of Directors, following a report by the

Appointments and Remuneration Committee, and may not

exceed, for all three Cycles of the Plan as a whole, the

aforementioned amount of sixty four million of euros (one

hundred and seven million euros in case of reaching the

maximum degree of achievement).

In any event, if 100% of the objectives are met, the total number

of Shares to be delivered in the implementation of the Plan to all

of the Beneficiaries in the three Cycles may not exceed 1.21% of

the share capital of Fluidra on the date of approval of the Plan,

and will be 2.03% in the event of reaching the maximum Degree

of Achievement of the objectives.

If the maximum number of Shares allocated to the Plan

authorized by the Shareholders' Meeting is insufficient to be

able to settle the incentive in Shares corresponding to the

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Beneficiaries under each Cycle of the Plan, Fluidra will pay in

cash the amount of the incentive corresponding to the excess

that cannot be settled in Shares.

If 100% of the objectives of the Plan are met, the Executive

Directors of Fluidra will be entitled to receive, at the end of each

of the three Cycles, a number of Shares equal in value to 250%

in the case of the Executive Chairman and 345% in the case of

the CEO of their Fixed Annual Remuneration in force on the

award date of the incentive corresponding to the Cycle in

question, divided by the Reference Value.

In any event, the number of Shares to be delivered will depend

on the number of PSUs assigned and on the degree of

achievement of the objectives to which the incentive is linked.

For the first Cycle of the Plan, if 100% of the Cycle objectives are

met, based on the average weighted closing price of the Share

for the trading sessions taking place on the thirty (30) days prior

to January 1, 2025 and the Annual Fixed Remuneration of the

Executive Directors in force on the date of approval of the Plan,

51,590 Shares would be delivered to the Executive Chairman

Eloy Planes and 105,395 Shares would be delivered to the CEO

Jaime Ramirez. In the event of reaching the maximum Degree of

Achievement of the objectives to which the first Cycle is linked,

the number of Shares to be delivered will be 172% of the Shares

to be delivered in the event of achieving 100% of the objectives.

Accordingly, the maximum number of Shares to be delivered

would be 88,735 Shares in the case of Eloy Planes and 181,279

Shares in the case of Jaime Ramirez.

For each of the remaining Cycles, the Board of Directors,

following a report by the Appointments and Remuneration

Committee, will set the maximum amounts that will serve as a

basis in order to establish, according to the Reference Value of

the Cycle in question, the number of Shares that may be

delivered if 100% of the objectives are met and in the event of

reaching the maximum Degree of Achievement of the objectives

to which the corresponding Cycle is linked. The number of PSUs

assigned in each Cycle will be duly reported in the

corresponding Annual Report on Directors' Remuneration.

Requirements for receiving the incentive: The requirements

to be met, on a cumulative basis, in order for a Beneficiary to

vest the right to receive the incentive corresponding to each

Cycle of the 2025–2029 Plan are as follows:

As regards the total PSUs awarded in relation to each Cycle, the

Beneficiaries must remain at the Fluidra Group until the

Measurement Period End Date of the Cycle, notwithstanding the

provisions envisaged for special leaving situations established in

the Regulations, which will also set out the formula to be used

for calculation of the number of PSUs vested as at the leaving

date.

Beneficiaries must meet the objectives to which each Cycle of

the 2025–2029 Plan is linked, under the terms and conditions

described in this agreement and implemented in the

Regulations.

In the case of Executive Directors, 100% of the PSUs awarded in

each Cycle must be linked to the fulfillment of the objectives to

which the corresponding Cycle is linked.

Targets: The Degree of Achievement of the incentive

corresponding to one Cycle of the Plan and, therefore, the

number of Shares to be delivered to the Beneficiaries in relation

to such a Cycle, will depend on the degree of achievement of the

objectives that the Board of Directors, at the proposal of the

Appointments and Remuneration Committee, establishes for

each Cycle of the 2025–2025 Plan, insofar as relates to the

percentage of PSUs awarded that is linked to such achievement.

The objectives will be:

• Objectives in terms of the creation of value for shareholders.

• Economic-financial objectives.

• Targets linked to environment, social and governance (ESG)

matters.

First Cycle: In the first Cycle of the Plan, the Incentive will be

linked to the achievement of the following strategic objectives of

the Company:

• Objectives in terms of the creation of value for shareholders.

Evolution of Fluidra's Total Shareholder Return (“TSR”), in

absolute terms.

• Economic-financial objectives. Evolution of the EBITDA of the

Fluidra Group.

• ESG targets. S&P rating.

Hereinafter, the above will be referred to as the “Metrics”.

The TSR, EBITDA and ESG objectives will be set during the First

Cycle Measurement Period that ends on December 31, 2027.

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 the First Cycle

Measurement Period Start Date, the final value considered

being the weighted average listed price of the Fluidra share at

the close of the trading sessions taking place on the thirty (30)

days preceding the First Cycle Measurement Period End Date.

The weighting percentages for the Incentive awarded to the

Executive Directors will be 50% for the TSR objective, 40% for the

EBITDA objective, and 10% for the ESG objective.

In the case of Beneficiaries who are not directors, the Board of

Directors will decide, upon a proposal by the Appointments and

Remuneration Committee, the part of the Shares whose delivery

will depend on achievement of the TSR, EBITDA and ESG

objectives.

For the TSR and EBITDA objectives, a Degree of Achievement

associated with each objective will be established, which may

range between 0% and 180%. The Degree of Achievement

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deriving from each of the above objectives will be calculated by

linear interpolation. In the case of the ESG objective, the Degree

of Achievement will be 0% or 100%. The maximum Degree of

Achievement for the Executive Directors will therefore be 172%.

Second and Third Cycles: For the Second and Third Cycles of

the Plan, the Fluidra Board of Directors, upon a proposal by the

Appointments and Remuneration Committee, may decide to

continue with or change the Metrics, their relative weights, and

the Degree of Achievement established for the First Cycle of the

Plan. In the event of the Board of Directors making any change

in this respect, the pertinent information will be duly set out in

the corresponding Annual Report on Directors' Remuneration.

Delivery and availability of shares: The Shares will be

delivered either by Fluidra, or by a third party, depending on the

coverage systems finally adopted by the Board of Directors.

Once the Shares have been awarded, and until a period of three

years has elapsed as from the End Date, the Executive Directors

and members of the executive committee will not be able to

transfer ownership of the Shares they may have received under

the Plan until they come to own a number of shares equivalent,

at least, to their annual fixed remuneration multiplied by two, in

the case of the Executive Directors, and by one, for the

members of the executive committee. However, this will not

apply in respect of shares that Executive Directors or Executive

Committee members need to dispose of in order to cover the

acquisition cost, including taxes on the delivered Shares, or if a

waiver is obtained from the Board of Directors with a favorable

report from the ARC, in order to deal with one-off events that

may occur.

Malus and clawback clauses. The Plan will envisage the

corresponding malus and clawback clauses, which will be

included in the Regulations. The Board of Directors will

determine, where applicable, whether the circumstances that

trigger the application of these clauses have occurred and the

part of the Incentive which, where appropriate, is to be reduced

or recovered.

In relation to the clawback clause, Fluidra, S.A. may demand the

return of the Shares delivered under each Cycle of the 2025–

2029 Plan, or the cash equivalent thereof, or even offset the

delivery made against other remuneration of any type to which

the Beneficiary may be entitled if, during the two years following

the Settlement Date of each Cycle, it becomes evident that the

settlement in question was based wholly or in part on

information which has subsequently been clearly shown to be

false or to contain serious inaccuracies. The above will apply to

the Executive Directors in all cases and to Beneficiaries who are

responsible for such information or who breach internal policies

and regulations. 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. Similarly, the Incentive paid to

members of the executive committee and the internal auditor,

to whom the clawback clause is not applicable, will in any event

be recalculated based on the correct economic and financial

information.

Cases of early termination or modification of the 2025–2029

Plan: The Regulations may envisage early termination and

settlement or modification of the 2025–2029 Plan in the event of

an acquisition or change of control, or if the Shares of Fluidra

cease to be listed on an organized market, or in circumstances

which, in the view of the Board of Directors, have a material

impact on the 2025–2029 Plan.

Payout scheme: The system of coverage to be used for the

2025–2029 Plan will be established in due time and form by the

Board of Directors of the Company, for which purpose said body

is hereby expressly empowered. The Company may allocate

treasury shares currently held or which it may come to hold to

cover the needs of the Plan, or it may use the financial

instrument most suitable in each case.

A.1.7. Main characteristics of long-term savings systems.

Among other information, state the contingencies covered by

the system, whether through defined contributions or

benefits, the annual contribution that needs to be made to

the defined contribution system, the benefits directors are

entitled to in the event of defined benefit systems, the

conditions under which economic rights are vested for

directors and their compatibility with any other type of

payment or severance pay as a result of the early termination

or dismissal of a director, or arising from the termination of

the contractual relationship, under the terms provided for,

between the Company and the director in question.

State if the accrual or vesting of any of the long-term savings

plans is linked to achieving certain objectives or parameters

related to the short- or long-term performance of the director.

Fluidra has reached an arrangement with Mr. Planes fora set

pension contribution commitment entailing the setting up of a

retirement pension fund through annual contributions in the

amount of €16,000 in 2025. He has vested rights.

Mr. Ramírez is an active participant in the 401(k) pension plan

sponsored by Fluidra's US subsidiary. The estimated cost of the

plan to the Fluidra group in 2025 was €13,000. Fluidra reserves

the right to finance these pension commitments using whatever

instrument it considers most suitable pursuant to the currently

applicable legislation.

This commitment is compatible with the severance to which

Executive Directors are entitled in the event of termination or

early removal in the terms envisaged and described in the

subsections below.

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A.1.8. Any type of payment or severance pay for early

termination or dismissal of the director, or deriving from the

termination of the contractual relation, in the terms provided,

between the Company and the director, whether voluntary

resignation by the director or dismissal of the director by the

Company, as well as any type of agreement reached, such as

exclusivity, post-contractual non-competition, permanence or

loyalty, which entitle the director to any type of

remuneration.

The non-executive directors are not entitled to indemnities for

termination of their functions as director.

The contracts of the Executive Directors envisage the following

severance payments in the event of termination of the provision

of services agreement signed by the Company and the director.

Severance pay for termination of contract

The severance to which the Executive Directors will be entitled in

in the event of the termination of a contract by Fluidra on any

grounds, except in cases of serious and willful or negligent non-

fulfillment of their duties as Executive Directors of the Company,

will be:

• Mr. Eloy Planes: an amount equivalent to twice his annual

remuneration, based on his gross annual fixed salary for the

year in which his contract is terminated and the gross annual

variable salary for the preceding year. This includes the legal

indemnity that Mr. Eloy Planes is entitled to receive for the

termination of his previous employment relationship of 16

years and 7 months, suspended on the occasion of his

appointment as a director.

• Sr. 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 last

gross annual variable salary received in the 12 months

preceding the termination's effective date, in addition to

reasonable costs for outplacement services.

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. Exclusivity and y

confidentiality

The contracts of the Executive Directors establish clauses

regulating confidentiality and exclusive dedication, this being

without prejudice to any activities which have been expressly

authorized by the Company, provided they do not hinder the

fulfillment of the duties of diligence and loyalty inherent in their

post or entail a conflict of interest with the Company. Such

exclusivity clause does not entitle the Executive Directors to any

specific remuneration.

Post-contractual non-compete

and non-solicitation undertaking

Notwithstanding the Executive Directors’ undertaking not to

compete with the Company while the contracts are in force, the

following is established:

• Mr. Eloy Planes: a post-contractual non-competition

agreement with a duration of two years from the conclusion

of the effective provision of services. The economic

compensation established for the commitment pursuant to

the post-contractual non-compete undertaking is two times

his gross annual fixed remuneration in force at the time of

termination of the contract.

• Sr. Jaime Ramírez: a post-contractual non-compete and non-

solicitation undertaking with a term of two years as from the

date on which his services effectively come to an end. There is

no additional compensation for the non-compete and non-

solicitation prohibition accepted by Mr. Jaime Ramirez, which

is understood to be compensated by the fixed and variable

remuneration he receives during the term of his contract.

A.1.9. State the conditions that contracts should respect for

those exercising senior management functions as executive

directors. Among others, information should be provided on

the duration, limits on amounts of severance pay, minimum

contract term clauses, notice periods and payment in lieu of

these notice periods, and any other clauses relating to hiring

bonuses, remuneration and golden parachute clauses for

early termination of the contractual relationship between the

Company and an executive director.

Include, among others, the pacts or agreement on con-

competition, exclusivity, permanence and loyalty, and post-

contractual non-competition, unless these have been explained

in the previous section.

The contracts of the Executive Directors of the Company are

commercial contracts, and contain a clear description of the

functions and responsibilities to be assumed according to the

provisions of commercial legislation, the By-laws, the

Regulations applicable to the bodies of the Company and those

attributed by it Shareholders’ Meeting. Set out below are the

essential terms and conditions of the contracts of Executive

Directors which have been approved in accordance with the

provisions of articles 249 and 529.80 of the Capital Companies

Act.

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1. 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

according to their post.

2. Exclusivity and y 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.

3. Minimum contract terms

The Executive Directors’ contracts do not include any

minimum term or loyalty clauses.

4. Advance notice period

The parties are required to give at least six months’ notice

before the effective date of termination of a 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 performing

party shall be entitled to receive an amount equal to the

fixed remuneration pending payment during the period of

the breach.

5. Severance pay for termination of a contract

Breakdown of the severance payable for termination of a

contract are provided in subsection A.1.8 of this Report.

6. Post-contractual non-compete and non-solicitation

undertaking

Breakdown of the post-contractual non-competition and

non-solicitation undertaking are provided in subsection A.1.8

of this Report.

7. Other

The contract on executive functions signed between Fluidra

and Mr. Ramírez includes provisions whereby the

remuneration paid to Mr. Ramírez (i) by any other Group

Company or (ii) by the Company for the oversight and joint

decision-making functions inherent to his post as

director,will reduce his total remuneration that he should be

paid for his executive functions (including the remuneration

in cash and in kind, and/or any other payment for the

termination of his contract, as the case may be).

Finally, the Board of Directors will periodically review the

conditions of the contracts signed with the Executive Directors

in order to include in them any amendments necessary to adapt

them to the Remuneration Policy in force at any given time and

to the internal regulations of the Company that apply.

A.1.10. The nature and estimated amount of any other

supplementary remuneration accrued by directors in the year

in progress in consideration for services rendered other than

those inherent in the post.

The Remuneration Policy does not envisage any remuneration

for directors not already mentioned in the previous subsections.

A.1.11. Other remunerative items or by-products, as the case

may be, of the Company granting the director advance

payments, loans, guarantees or any other remuneration.

The Remuneration Policy does not envisage the possibility of

providing advances, loans and guarantees to the directors.

A.1.12. The nature and estimated amount of any other

planned supplementary remuneration accrued by directors in

the year in progress that are not included in the previous

sections, whether payment is satisfied by the Company or

another group Company.

No remuneration payable by Group entities to any of the

members of the Board is envisaged for the current financial year

that has not been included in the preceding sections.

A.2. No remuneration payable by Group entities to any

of the members of the Board is envisaged for the

current financial year that has not been included in the

preceding sections.

a) A new policy or a modification of the policy already

approved by the General Meeting.

b) Significant changes in the specific assessments established

by the board for the current year regarding the

remuneration policy in force with respect to those applied

in the previous year.

c) Proposals that the board of directors has agreed to submit

to the general shareholders' meeting to which this annual

report will be submitted and which are proposed to be

applicable to the current year.

As mentioned in section A.1, along with the Annual Report on

Remuneration, on the recommendation of the Board of

Directors the General Meeting is asked to approve: (i) the 2025–

2028 Remuneration Policy that will be valid from its date of

approval; and (ii) the general conditions of the 2025–2029 Plan

of which the Executive Directors are beneficiaries.

A.3. Identify the direct link to the document where the

current Company remuneration policy is posted, which

must be available on the Company’s website.

The following remuneration policies are in effect for the year

2025:

• 2024–2027 Policy, in force from 1 January 2025 until the data

of approval of the 2025–2028 Policy.

• 2025–2028 Policy, in force from its date of approval until 31

December 2028.

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https://www.ﬂuidra.com/es/accionistas/remuneraciones-de-los-

consejeros

A.4. Explain, taking into account the data provided in

Section B.4, the outcome of voting, of a consultative

nature, by shareholders at the General Shareholders'

Meeting on the annual report on remuneration for the

previous year.

The resolution received the favorable vote of 99.27% of the

voting quorum, in the terms stated in section B.4 of this Report.

Similarly, the Remuneration Policy in force in the current year

was approved with the vote of 97.38% of the quorum with

voting rights, whilst the maximum amount paid in remuneration

to directors for discharging their functions received a vote in

favor of 99.97%

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B. Overall summary of the application of

the remuneration policy during the fiscal

year just ended

B.1.1. Explain the process followed to apply the remuneration

policy and calculate the individual remuneration contained in

Section C of this report. This information will include the role

played by the remuneration committee, the decisions taken

by the Board of Directors and, if applicable, the identity and

the role of the external advisors whose services have been

used in the process to apply the remuneration policy in the

year ended.

The individual remuneration of the directors of Fluidra accrued

in fiscal year 2024 that is reflected in section C of this Report has

been calculated in accordance with the principles and criteria of

the Company's directors' remuneration policy in force in 2024.

Since its approval, the Company has implemented the

Remuneration Policy approved at the General Shareholders’

Meeting held on May 8, 2024, which is valid for fiscal year 2024

(from its date of approval) until the approval of the 2025–2028

Policy that is submitted for approval by the Meeting together

with this Annual Report on Remuneration.

The procedures, matters and decisions adopted by the ARC and

the Board of Directors, according to the powers described in

subsection A.1 of this Report related to the Remuneration Policy,

are as follows:

• Evaluation of the degree of compliance with the 2023 AVR

metrics of the Executive Directors and Fluidra’s management

team and approval of the amount of the 2023 AVR to be

settled in 2024, based on the degree of compliance.

• Analysis of the remuneration in 2024 of Fluidra's Executive

Directors and the rest of its senior management team, and a

proposal to review salaries, as the case may be.

• The 2024 AVR of Fluidra’s Executive Directors and

management team: determination of the AVR metrics,

establishment of the threshold for entitlement to the RVA and

payout scale depending on the degree of compliance with the

objectives of each metric.

• Analysis and issue of a favorable report on the third LTI 2022–

2026 cycle, the beneficiaries, the metrics and the targets for

each of them, their weighting by group of beneficiaries and

the allocation of the number of units to each beneficiary.

• Proposal of the Annual Report on Remuneration of directors

for 2023, to be submitted to a consultative vote at the

Shareholders' Meeting.

• Proposal to submit certain parts of the Annual Report on

Remuneration of directors for 2023 to the Shareholders'

Meeting for approval.

• Proposal of the new long-term incentive 2025–2029 Plan to be

submitted for approval by the 2025 Shareholders' Meeting.

B.1.2. Explain any deviation from the established procedure

for the application of the remuneration policy that occurred

during the fiscal year.

There were no deviations in the procedure for the application of

the Remuneration Policy..

B.1.3. State whether any temporary exceptions to the

remuneration policy were applied and, if so, explain the

exceptional circumstances that led to the application of these

exceptions, the specific components of the remuneration

policy affected and the reasons why the Company believes

these exceptions were necessary to serve the long-term

interests and sustainability of the Company as a whole or to

ensure its viability. Also quantify the impact which the

application of these exceptions has had on the remuneration

of each director in the fiscal year.

No temporary exceptions were applied.

B.2. Explain the different actions taken by the Company

in relation to the remuneration system and how they

have contributed to reducing exposure to excessive risks

and adapting them to the long-term objectives, values

and interests of the Company, including a reference to

the measures that have been adopted to guarantee that

the long-term results of the Company have been taken

into consideration in the remuneration accrued and that

a suitable balance has been attained between the fixed

and variable components of the remuneration, the

measures that have been adopted in relation to those

categories of staff whose professional activities have a

material repercussion on the Company's risk profile and

the measures that have been adopted to avoid conflicts

of interest, if any.

The remuneration of Executive Directors is a key issue for the

Board of Directors and the ARC. Therefore, the compensation

model is continuously reviewed, evaluated and updated by both

bodies. Fluidra has defined a competitive executive

remuneration program which motivates and rewards executives

for achieving financial and strategic objectives that generate

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long-term value for shareholders, while providing rewards

commensurate with performance. This program applies to both

Executive Directors and other non-executive directors who are

considered critical to the Company as a way of incentivizing the

growth and sustainability of the Company. Fluidra regularly

requests benchmarks on the amount and structure of Fluidra's

remuneration packages for its senior management team,

including executive directors, to ensure that it is aligned with

market standards. Therefore:

• Total remuneration is composed of a fixed portion, an annual

variable portion and a long-term variable portion.

• The LTIs are linked to the achievement of Fluidra's long-term

objectives based on its strategic plan.

• The LTIs are paid in shares, thus aligning the Executive

Directors’ interests with those of the shareholders, with the

obligation to retain the ownership of the net shares received

for three years from the acquisition date, until the beneficiary

owns a certain number of shares equivalent to 2 annual

payments of his/her fixed remuneration.

• Variable remuneration is not guaranteed.

• LTIs are subject to clawback and malus clauses as described in

the preceding sections, which allow the Company to request

the return of the incentive paid in certain cases.

Finally, the steps taken to avoid conflicts of interest are

explained in section A.1.6 above.

B.3. Explain how the remuneration accrued and vested in

the fiscal year complies with the current remuneration

policy and, in particular, how it contributes to the

Company’s long-term sustainable performance.

Furthermore, report on the relationship between the

remuneration obtained by the directors and the results

or other performance measures of the Company in the

short- and long-term, explaining, as the case may be, how

the variations in the performance of the Company have

influenced changes in the remuneration of directors and

how the latter contribute to the short- and long-term

results of the Company.

Section C of this Report includes the breakdown of the

remuneration accrued in 2024, for all items, due to the directors

of Fluidra, pursuant to the remuneration policies in force in the

year with respect to remuneration items and amounts.

Variable remuneration is aligned with the achievement of

objectives linked to Fluidra’s annual budget, so that variations in

the Company’s performance have a direct influence on the AVR

and, therefore, on the compensation of directors with executive

functions. The AVR linked to the achievement of financial and

non-financial and business objectives is 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. Multi-year variable remuneration is settled

in the form of shares, making it possible to align the interests of

the Executive Directors with those of shareholders.

B.4. Report on the result of the consultative vote at the

General Shareholders’ Meeting on the annual

remuneration report for the previous year, indicating

the number abstentions, blank votes and yea and nay

votes cast:


	Number	% of total
Votes cast	161,699,273	84.16


	Number	% of votes cast
Votes against	560,286	0.35
Votes in favor	160,521,250	99.27
Blank votes	0	0
Abstentions	617,737	0.38

Remarks

B.5. Explain how the fixed components accrued during

the year by the directors in their capacity as such are

calculated, the relative proportion for each director and

how they have changed compared to the year before.

The remuneration items accrued in 2024 in fixed salary,

allowances and totals are as follows:


Name	Fixed Salary	Allowances	Total
Eloy Planes	140,000	8,000	148,000
Bruce Brooks	90,000	8,000	98,000
Óscar Serra	102,000	8,000	110,000
José Manuel Varga	122,000	8,000	130,000
Bernat Corbera	110,000	8,000	118,000
Bernardo Garrigós	110,000	8,000	118,000
Steven Langman	110,000	20,000	130,000
Jordi Constans	154,043	8,000	162,043
Brian McDonald	130,000	20,000	150,000
Esther Berrozpe	150,000	20,000	170,000
Bárbara Borra	102,000	8,000	110,000
Aedhmar Hynes	102,000	20,000	122,000
Manuel Puig	97,774	8,000	105,774
Olatz Urroz	71,263	5,183	76,446
Total (€):	1,591,081	157,183	1,748,264

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The remuneration items accrued in 2023 in fixed salary,

allowances and totals are as follows:


Name	Fixed Salary	Allowances	Total
Eloy Planes	140,000	8,000	148,000
Bruce Brooks	90,000	8,000	98,000
Óscar Serra	102,000	8,000	110,000
José Manuel Vargas	122,000	8,000	130,000
Bernat Corbera	110,000	8,000	118,000
Bernardo Garrigós	110,000	8,000	118,000
Steven Langman	110,000	20,000	130,000
Gabriel López	39,739	2,827	42,566
Jordi Constans	167,000	8,000	175,000
Brian McDonald	130,000	20,000	150,000
Esther Berrozpe	142,850	8,000	150,850
Bárbara Borra	102,000	8,000	110,000
Aedhmar Hynes	65,589	12,932	78,520
Manuel Puig	57,900	5,173	63,073
Total (€):	1,489,077	132,932	1,622,009

B.6. Explain how the salaries accrued by each one of the

executive directors over the past fiscal year for the

performance of management duties were determined,

and how they have changed with respect to the previous

year

The fixed cash remuneration accrued in 2024 by the Executive

Directors, in addition to that received for their status as such, is

as follows:

Mr. Planes: According to the Remuneration Policy, in 2024 Mr.

Planes received fixed remuneration of €500,000 for his

executive functions, namely, no increase over 2023 (0%

increase).

Mr. Brooks: According to the Remuneration Policy, in 2024 Mr.

Brooks received fixed remuneration of €600,000, namely, no

increase over 2023 (0% increase).

B.7. Explain the nature and the main characteristics of

the variable components of the remuneration systems

accrued in the year ended.

Specifically:

a) Identify each of the remuneration plans that have

determined the different types of variable

remuneration accrued by each of the directors in the

year ended, including information on their scope, their

date of approval, their date of incorporation, the

periods of accrual and validity, the criteria used to

evaluate performance and how this has affected the

establishment of the variable amount accrued, as well

as the measurement criteria used and the time needed

to be in a position to adequately measure all the

conditions and criteria, explaining in detail the criteria

and factors applied in terms of the time required and

methods for verifying that performance or other

conditions tied to the accrual and vesting of each

component of variable remuneration have been

effectively fulfilled.

b) In the case of stock options and other financial

instruments, the general characteristics of each plan

must include information on both the conditions to

acquire unconditional ownership (vesting) and to

exercise these options or financial instruments,

including the price and term to exercise them.

c) Each of the directors, together with their category

(executive directors, proprietary external directors,

independent external directors and other external

directors), who are beneficiaries of remunerations

systems or plans that include variable remuneration.

d) As the case may be, information is to be provided on

periods for the accrual or deferment of payment

applied and/or the periods for withholding/

unavailability of shares or other financial instruments,

should they exist.

Explain the short-term variable components of the

remuneration systems

As explained in section A.1 of this Report, according to the

Remuneration Policy, the variable remuneration only applies to

Executive Directors.

The variable remuneration system for the Executive Directors in

2024 includes two components: AVR and long-term

remuneration (LTI).

(1) AVR

In accordance with the terms of their respective contracts, in

2024 the Executive Directors earned gross annual variable

remuneration linked to the achievement of economic and

management objectives related to the budget set by the Board

of Directors for that year, which will be paid in 2025. The

objective criteria used to calculate the AVR for 2024 are as

follows:

The AVR for 2024 prior to weighting by the achievement scale is

100% of the fixed remuneration for executive functions, in the

case of Mr. Planes, and 150% in the case of Mr. Brooks. In 2024,

the indicators and weightings were as follows:

(i) 85%, economic objectives:

Free Cash-Flow (25%), PF cash EPS (25%), EBITDA (25%) and total

sales growth (10%)

(ii) by 15% of management objectives:

linked to the Company's ESG (carbon footprint, sustainable

product sales and NPS) and to strategic management objectives.

On 24 March 2025, the ARC verified the degree of achievement

of the objectives linked to the accrual of AVR in 2024 and

submitted it to the Board of Directors for approval.

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The AVR financial targets for 2024 and the breakdown of the

degree of achievement of each indicator are as follows:

Free Cash-Flow, objective €228.7 million, % of achievement

104.9%; PF cash EPS objective 1.15%, % of achievement 105.2%;

EBITDA objective €461.3 million, % of achievement 103.5%; and

total growth of sales target 0.9%, % of achievement 332.1%.

Insofar as management targets are concerned, the degree of

attainment was77.8% for Eloy Planes and 84.4% for Bruce

Brooks, respectively. They both attained 83.3% of the 5% target

set for ESG targets.

The total weighted degree of attainment was 121.6% for Eloy

Planes and 122.5% Bruce Brooks, respectively. Based on this

degree of attainment, on March 25, 2025 the Board of Directors

approved the AVR amounts accrued in 2025 to be settled in

2025, which in the case of Mr. Planes amounted to €608,000 and

€1,103,000 in the case of Mr. Brooks.

(ii) LTI

First cycle of the 2022–2026 Plan

On 24 March 2025, the ARC verified the degree of achievement

of the objectives linked to the accrual of the first cycle of the

2022–2026 Plan and submitted it to the Board of Directors for

approval.

The financial targets of the indicators for the first cycle of the

Executive Directors’ 2022–2026 Plan of the and the breakdown

of their degree of attainment are as follows:

• TSR: TSR target 50.3%, TSR obtained -19.2%, % vested

according to the degree of attainment of the TSR target 0%,

• EBITDA: EBITDA target €714 million; EBITDA obtained €477

million; % vested according to the degree of attainment of the

EBITDA target, 0%

• ESG (S&P rating): ESG target: 69; ESG obtained 69; % vested

according to the degree of attainment of the ESG target: 100%

The total weighted degree of attainment by the Executive

Directors was 10% (50% x 0% GCTSR + 40% x 0% GCEBITDA +

100% x 10% GCESG).

Based on this degree of attainment, on March 25, 2025 the

Board of Directors approved gross number of Shares to be

settled in June 2025 for the first Cycle of the 2022–2026 Plan,

which in the case of Mr. Planes amounted to 3,765 Shares and

4,518 Shares in the case of Mr. Brooks. The gross value of the

Shares to be settled, based on the Fluidra share price at 31

December 2024 (€23.52/share) amounts to €89,000 in the case

of Mr. Planes and €106,000 in the case of Mr. Brooks.

Explain the long-term variable components of the

remuneration systems

The Executive Directors were beneficiaries in 2024 of the three

cycles of the 2022–2026 Plan, the main features of which are

described in section A.1 of this Report.

B.8. Indicate whether certain variable components have

been reduced or clawed back when, in the case of the

former, the payment of unvested amounts has been

deferred, or in the case of the latter, the vested and paid

amounts were based on data that have subsequently

proved to be inaccurate. Describe the amounts reduced

or clawed back through the application of the reduction

or clawback clauses, why they were implemented and

the years to which they refer.

There were no reductions or claims for reimbursement in

respect of vested and paid or deferred variable remuneration

components which were based on data that has subsequently

been shown to be clearly inaccurate.

B.9. Explain the main characteristics of the long-term

savings systems where the amount or equivalent annual

cost appears in the tables in Section C, including

retirement and any other survivor benefit that are

financed, totally or partially, by the Company, whether

through internal or external contributions, indicating

the type of plan, whether it is a defined contribution or

benefit, the contingencies covered, the conditions to

vest economic rights for directors and their

compatibility with any type of indemnity due to the

early termination or the termination of the contractual

relationship between the Company and a director.

In 2024, the Company had taken on commitments for pensions

with its Executive Directors through contributions on a definite

basis that entailed setting up a pension fund, to which an annual

contribution of €16,000 would be made in the case of Mr.

Planes. He has vested rights.

Mr. Brooks is an active participant in the 401(k) pension plan

sponsored by the US subsidiary. The estimated cost of the plan

to the Fluidra group in 2024 was €13,000.

B.10. Explain, where appropriate, the severance pay or

any other type of payment deriving from early dismissal

or early resignation, or from the termination of the

contract in the terms provided for therein, accrued and/

or received by directors during the year ended.

Mr. Brooks' contract as executive director was terminated on 31

August 2024, following which he sat on the Board as an external

director until 31 December 2024. Mr. Brooks stepped down

from his executive functions on 1 September 2024, following

which his contract was amended to reflect this and to govern his

functions until 31 December 2024 to ensure a smooth handover

to Fluidra's new CEO, in which it was agreed:

i) to pay him the fixed remuneration until 31 December 2024;

ii) with regard to his variable remuneration:

a. his removal had no effect on the AVR to be paid in 2024,

b. in terms of the 2022–2026 Plan, the number of PSUs

awarded was reduced in proportion to the time that had

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	DIRECTOR'S REPORT	4. ANNUAL REPORT ON REMUNERATIONS OF DIRECTORS OF LISTED COMPANIES
Contents

elapsed from the corresponding cycle's start date until 31

December 2024. He thus kept all of the PSUs from the

2022–2024 cycle and the number of PSUs awarded in the

2023–2025 cycle was reduced from 106,200 to 70,800 and

in the 2024–2026 from 80,173 to 26,724; and

iii) certain welfare benefits will continue to be covered until 31

December 2025, as the amount is negligible. Mr. Brooks is

subject to the non-compete clause in his contract for two

years, over which time he will not receive any additional

remuneration given that this consideration is included in the

remuneration he has already been paid. The termination of

Mr. Brooks' contract did not involve the accrual or payment

of any indemnity.

B.11. Indicate whether there have been any significant

changes in the contracts of persons exercising senior

management functions, such as executive directors,

and, where appropriate, explain such changes. In

addition, explain the main conditions of the new

contracts signed with executive directors during the

year, unless these have already been explained in

Section A.1.

As explained in the previous section, on May 19, 2024 Mr.

Brooks and Fluidra signed off an arrangement by mutual

agreement to terminate his executive functions as CEO of

Fluidra from 31 August 2024, as a result of which the terms and

conditions of his contract were amended from this date as

discussed in the previous section. In order to ensure a smooth

handover of the position of the Company's CEO, from August 1,

2024 to December 31, 2024 his functions would focus on

providing the new CEO with the business know-how and advice

related to Fluidra's business, for which he would remain

available to Fluidra for whatever was required of him. Mr.

Brooks was paid his fixed remuneration until 31 December

2024, as well as his AVR conditions, whereby he was considered

a good leaver in relation to the 2022–2026 Plan on the effective

date of December 31, 2024 in order to calculate the number of

PSUs from each cycle that he would hold following the

termination of his executive functions at Fluidra. Mr. Brooks has

not received any indemnity for the termination of his contract as

an executive.

B.12. Explain any supplementary remuneration accrued

by directors as consideration for services rendered

outside of their post.

No other supplementary remuneration was accrued by directors

in consideration for services provided rendered other than

those inherent to their posts.

B.13. Explain any remuneration deriving from advance

payments, loans or guarantees granted, indicating the

interest rate, their key characteristics and the amounts

eventually returned, as well as the obligations taken on

by way of guarantee or collateral.

There are advance payments, loans or guarantees granted by

the Company to its directors.

B.14. Itemize the remuneration in kind accrued by the

directors over the year, briefly explaining the nature of

the different salary components.

There follows a breakdown of the amount of the items of

remuneration in kind accrued in 2024 by the Executive

Directors, the nature of which is described in Section A.1 of this

Report.

Mr Eloy Planes received the following in kind remuneration

included in the Remuneration Policy:

• Life insurance policy: €31,000.

• Medical insurance policy: €7,000.

• Use of a Company car: €10,000

• Contribution to pension plan: €16,000.

Mr. Brooks received the following in kind remuneration included

in the Remuneration Policy:

• Life insurance policy: €17,000.

• Medical insurance policy: €16,000.

• Use of a Company car: €12,000.

• Contribution to pension plan: €13,000.

B.15. Explain the remuneration accrued by directors by

virtue of payments settled by the listed Company to a

third Company at which a director renders services

when these payments seek to remunerate the director's

services to the Company.

The Company made no payments to any third party entity

where the directors might render their services for the purpose

of compensating them for their services to the Company.

However, as explained in preceding sections, the group

Company Zodiac Pool Solutions LLC paid Mr. Brooks some of

the remuneration accrued in respect of the executive functions

he discharged in 2024, as broken down in the preceding

sections.

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	DIRECTOR'S REPORT	4. ANNUAL REPORT ON REMUNERATIONS OF DIRECTORS OF LISTED COMPANIES
Contents

B.16. Explain and provide details of the amounts accrued

during the year for any remuneration item other than

the ones mentioned above, regardless of the type or the

group Company that pays it, including all benefits in any

form, such as those which are considered related-party

transactions and especially those which materially

affect the true image of the total remuneration paid to

the director. Explain the amount paid or pending

payment and the nature of the consideration received.

Where applicable, state reasons why it was not

considered remuneration paid to a director in his/her

capacity as such or in consideration for the performance

of his/her capacity as such or in consideration for the

performance of his/her executive functions, and

whether or not it is considered appropriate to include it

in the amounts shown under “other items" in section C.

In 2024, the directors did not earn any remuneration items

other than those already described in this Report.

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	DIRECTOR'S REPORT	4. . ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Contents

C. Breakdown of remuneration paid

to each Director


Name	Category	Period of accrual in fiscal year 2024
Mr. ELOY PLANES CORTS	Executive Director	From 1/1/2024 to 31/12/2024
Mr. BRUCE W. BROOKS	Chief Executive Officer	From 1/1/2024 to 31/8/2024
Mr. BRUCE W. BROOKS	External Director	From 1/9/2024 to 31/12/2024
Ms. ESTHER BERROZPE GALINDO	Independent Director	From 1/1/2024 to 31/12/2024
Ms. BÁRBARA BORRA	Independent Director	From 1/1/2024 to 31/12/2024
Mr. JORGE CONSTANS FERNÁNDEZ	Independent Director	From 1/1/2024 to 31/12/2024
Mr. BERNARDO CORBERA SERRA 100	Nominee Director	From 1/1/2024 to 31/12/2024
Mr. BERNAT GARRIGÓS CASTRO	Nominee Director	From 1/1/2024 to 31/12/2024
Ms. AEDHMAR HYNES	Independent Director	From 1/1/2024 to 31/12/2024
Mr. MICHAEL STEVEN LANGMAN	Nominee Director	From 1/1/2024 to 31/12/2024
Mr. BRIAN MCDONALD	Independent Director	From 1/1/2024 to 31/12/2024
Mr. MANUEL PUIG ROCHA	Nominee Director	From 1/1/2024 to 31/12/2024
Mr. ÓSCAR SERRA DUFFO	Nominee Director	From 1/1/2024 to 31/12/2024
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Nominee Director	From 1/1/2024 to 31/12/2024
Ms. OLATZ URROZ	Independent Director	From 8/5/2024 to 31/12/2024

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Contents

C.1. Complete the following tables regarding the

individual remuneration of each director (including the

salary received for performing executive duties) during

the year.

a) Remuneration from the reporting Company:

i) Remuneration in cash (in thousand €


Name	Fixed remuneration	Expenses	Remunerati on for sitting on Board committees	Salary	Short-term variable remuneration	Long-term variable remuneration	Indemnity	Other items	2024 Total	2023 Total
Mr. ELOY PLANES CORTS	140	8		500	608				1,256	1,088
Mr. BRUCE W. BROOKS	90	8		600	1,103				1,801	1,499
Ms. ESTHER BERROZPE GALINDO	90	20	60						170	151
Ms. BÁRBARA BORRA	90	8	12						110	110
Mr. JORGE CONSTANS FERNÁNDEZ	115	8	39						162	175
Mr. BERNARDO CORBERA SERRA	90	8	20						118	118
Mr. BERNAT GARRIGÓS CASTRO	90	8	20						118	118
Ms. AEDHMAR HYNES	90	20	12						122	0.079
Mr. MICHAEL STEVEN LANGMAN	90	20	20						130	130
Mr. BRIAN MCDONALD	90	20	40						150	150
Mr. MANUEL PUIG ROCHA	90	8	8						106	0.063
Mr. ÓSCAR SERRA DUFFO	90	8	12						110	110
Mr. JOSÉ MANUEL VARGAS GÓMEZ	90	8	32						130	130
Ms. OLATZ URROZ	58	5	13						76	0

Remarks

The information for 2023 on the remuneration received by

Directors was only included if they continued to hold their

post in 2024. The remuneration of the Director who stepped

down in 2023 amounted to €42,000.

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Contents

(ii) Table of changes in share-based remuneration schemes

and gross profit from vested shares or financial instruments.


Name	Name of plan	Financial instruments at start of 2024		Financial instruments executed in fiscal year 2024		Financial instruments vested during the year				Matured, unredeemed instruments	Financial instruments at start of 2024
Name	Name of plan	No. instruments	No. equivalent shares	No. instruments	No. equivalent shares	No. instruments	No. of equivalent/ vested shares	Price of vested shares	Gross profit from shares handed over or vested financial instruments (thousand €)	No. instruments	No. instruments	Nº Acciones equivalentes
Mr. ELOY PLANES CORTS	2022-2024 Plan 1st cycle	37,651	37,651			3,765	3,765	23.52	89		0	0
Mr. ELOY PLANES CORTS	2022-2024 Plan 2nd cycle	88,500	88,500								88,500	88,500
Mr. ELOY PLANES CORTS	2022-2024 Plan 3rd cycle			66,811	66,811						66,811	66,811
Mr. BRUCE W. BROOKS	2022-2024 Plan 1st cycle	45,181	45,181			4,518	4,518	23.52	106		0	0
Mr. BRUCE W. BROOKS	2022-2024 Plan 2nd cycle	106,200	106,200								70,800	70,800
Mr. BRUCE W. BROOKS	2022-2024 Plan 3rd cycle			80,173	80,173						26,724	26,724
Ms. ESTHER BERROZPE GALINDO
Ms. BÁRBARA BORRA
Mr. JORGE CONSTANS FERNÁNDEZ
Mr. BERNARDO CORBERA SERRA 100
Mr. BERNAT GARRIGÓS CASTRO
Ms. AEDHMAR HYNES
Mr. MICHAEL STEVEN LANGMAN
Mr. BRIAN MCDONALD
Mr. MANUEL PUIG ROCHA
Mr. ÓSCAR SERRA DUFFO
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. GABRIEL LÓPEZ ESCOBAR
Ms. OLATZ URROZ

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Contents

Remarks

The first Cycle of the 2022–2026 Plan accrued on 31

December 2024, of which Mr. Planes and Mr. Brooks were

beneficiaries. Based on this degree of attainment, on March

25, 2025 the Board of Directors approved the gross number of

Shares to be settled in June 2025 for the first Cycle of the

2022–2026 Plan, which in the case of Mr. Planes amounted to

3,765 Shares and 4,518 Shares in the case of Mr. Brooks. The

gross value of the Shares to be settled, based on the Fluidra

share price at 31 December 2024 (€23.52/share) amounts to

€89,000 in the case of Mr. Planes and €106,000 in the case of

Mr. Brooks.

Due to the termination of the contact entered into between

Fluidra and Mr. Brooks for his functions as Executive Director

in 2024 as a good leaver, the number of PSUs awarded in the

second Cycle of the 2022–2026 Plan was reduced in

proportion to the time that had elapsed from the

corresponding cycle's start date until 31 December 2024.

iii) Long-term saving systems.


Name	Remuneration from vested rights in savings plans
Mr. ELOY PLANES CORTS	16
Mr. BRUCE W. BROOKS	13
Ms. ESTHER BERROZPE GALINDO
Ms. BÁRBARA BORRA
Mr. JORGE CONSTANS FERNÁNDEZ
Mr. BERNARDO CORBERA SERRA
Mr. BERNAT GARRIGÓS CASTRO
Ms. AEDHMAR HYNES
Mr. MICHAEL STEVEN LANGMAN
Mr. BRIAN MCDONALD
Mr. MANUEL PUIG ROCHA
Mr. ÓSCAR SERRA DUFFO
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. GABRIEL LÓPEZ ESCOBAR
Ms. OLATZ URROZ

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Contents


	Contributions made by Company during the year (thousand €)				Amount of accumulated funds (thousand €)
Name	Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights
Name	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year
Mr. ELOY PLANES CORTS	16	16			227	211
Mr. BRUCE W. BROOKS	13	8			477	464
Ms. ESTHER BERROZPE GALINDO
Ms. BÁRBARA BORRA
Mr. JORGE CONSTANS FERNÁNDEZ
Mr. ELOY PLANES CORTS
Mr. BERNARDO CORBERA SERRA
Mr. ÓSCAR SERRA DUFFO
Mr. JORGE VALENTIN CONSTANS FERNÁNDEZ
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. BRIAN LOUIS MCDONALD
Mr. BERNAT GARRIGÓS CASTRO
Ms. ESTHER FATIMA BERROZPE GALINDO
Ms. OLATZ URROZ

Remarks

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	DIRECTOR'S REPORT	4. . ANNUAL REPORT ON REMUNERATION OF DIRECTORS OF LISTED COMPANIES
Contents

iv) Detail other items


Name	Item	Amount
Mr. ELOY PLANES CORTS	Vehicle	10
Mr. ELOY PLANES CORTS	Life insurance	31
Mr. ELOY PLANES CORTS	Health insurance	7
Mr. BRUCE W. BROOKS	Health insurance	16
Mr. BRUCE W. BROOKS	Life insurance	17
Mr. BRUCE W. BROOKS	Vehicle	12
Ms. ESTHER BERROZPE GALINDO	Item
Ms. BÁRBARA BORRA	Item
Mr. JORGE CONSTANS FERNÁNDEZ	Item
Mr. BERNARDO CORBERA SERRA	Item
Mr. BERNAT GARRIGÖS CASTRO	Item
Ms. AEDHMAR HYNES	Item
Mr. MICHAEL STEVEN LANGMAN	Item
Mr. BRIAN MCDONALD	Item
Mr. MANUEL PUIG ROCHA	Item
Mr. ÓSCAR SERRA DUFFO	Item
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Item
Mr. GABRIEL LÓPEZ ESCOBAR	Item
Ms. OLATZ URROZ	Item

Remarks

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b) Remuneration paid to Company directors for sitting on

the boards of subsidiaries:

iv) Remuneration in cash (in thousand €)


Name	Fixed remuneration	Expenses	Remuneration for sitting on Board committees	Salary	Short-term variable remuneration	Long-term variable remuneration	Indemnity	Other items	2024 Total	2023 Total
Mr. ELOY PLANES CORTS
Mr. BRUCE W. BROOKS
Ms. ESTHER BERROZPE GALINDO
Ms. BÁRBARA BORRA
Mr. JORGE CONSTANS FERNÁNDEZ
Mr. BERNARDO CORBERA SERRA
Mr. BERNAT GARRIGÓS CASTRO
Ms. AEDHMAR HYNES
Mr. MICHAEL STEVEN LANGMAN
Mr. BRIAN MCDONALD
Mr. MANUEL PUIG ROCHA
Mr. ÓSCAR SERRA DUFFO
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. GABRIEL LÓPEZ ESCOBAR
Ms. OLATZ URROZ

Remarks

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v) Table of changes in share-based remuneration schemes

and gross profit from vested shares or financial

instruments.

Name

Name of plan

Financial instruments at

start of 2024

Financial instruments

executed

in fiscal year 2024

Financial instruments vested during the year

Matured,

unredeemed

instruments

Financial instruments at

start of 2024

No.

instruments

No.

equivalent

No.

instruments

No.

equivalent

No.

instruments

No. of

equivalent/

vested shares

Price of vested

Gross profit from

shares handed

over or vested

financial

instruments

(thousand €)

No.

instruments

No.

instruments

No.

equivalent

Mr. ELOY PLANES CORTS

Plan

0.00

Mr. BRUCE W. BROOKS

Plan

0.00

Ms. ESTHER BERROZPE GALINDO

Plan

0.00

Ms. BÁRBARA BORRA

Plan

0.00

Mr. JORGE CONSTANS FERNÁNDEZ

Plan

0.00

Mr. BERNARDO CORBERA SERRA

Plan

0.00

Mr. BERNAT GARRIGÓS CASTRO

Plan

0.00

Ms. AEDHMAR HYNES

Plan

0.00

Mr. MICHAEL STEVEN LANGMAN

Plan

0.00

Mr. BRIAN MCDONALD

Plan

0.00

Mr. MANUEL PUIG ROCHA

Plan

0.00

Mr. ÓSCAR SERRA DUFFO

Plan

0.00

Mr. JOSÉ MANUEL VARGAS GÓMEZ

Plan

0.00

Mr. GABRIEL LÓPEZ ESCOBAR

Plan

0.00

Ms. OLATZ URROZ

Plan

0.00

Remarks

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vi) Long-term saving systems.


Name	Remuneration from vested rights in savings plans
Mr. ELOY PLANES CORTS
Mr. BRUCE W. BROOKS
Ms. ESTHER BERROZPE GALINDO
Ms. BARBARA BORRA
Mr. JORGE CONSTANS FERNANDEZ
Mr. BERNARDO CORBERA SERRA
Mr. BERNAT GARRIGOS CASTRO
Ms. AEDHMAR HYNES
Mr. MICHAEL STEVEN LANGMAN
Mr. BRIAN MCDONALD
Mr. MANUEL PUIG ROCHA
Mr. OSCAR SERRA DUFFO
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. GABRIEL LÓPEZ ESCOBAR
Ms. OLATZ URROZ

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	Contributions made by Company during the year (thousand €)				Amount of accumulated funds (thousand €)
Name	Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights		Savings plans with unvested economic rights
Name	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year	2024 fiscal year	2023 fiscal year
Mr. ELOY PLANES CORTS
Mr. BRUCE W. BROOKS
Ms. ESTHER BERROZPE GALINDO
Ms. BARBARA BORRA
Mr. JORGE CONSTANS FERNANDEZ
Mr. BERNARDO CORBERA SERRA
Mr. BERNAT GARRIGOS CASTRO
Ms. AEDHMAR HYNES
Mr. MICHAEL STEVEN LANGMAN
Mr. BRIAN MCDONALD
Mr. MANUEL PUIG ROCHA
Mr. OSCAR SERRA DUFFO
Mr. JOSÉ MANUEL VARGAS GÓMEZ
Mr. GABRIEL LÓPEZ ESCOBAR
Ms. OLATZ URROZ

Remarks

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vii) Detail other items


Name	Item	Amount
Mr. ELOY PLANES CORTS	Item
Mr. BRUCE W. BROOKS	Item
Ms. ESTHER BERROZPE GALINDO	Item
Ms. BARBARA BORRA	Item
Mr. JORGE CONSTANS FERNANDEZ	Item
Mr. BERNARDO CORBERA SERRA	Item
Mr. BERNAT GARRIGOS CASTRO	Item
Ms. AEDHMAR HYNES	Item
Mr. MICHAEL STEVEN LANGMAN	Item
Mr. BRIAN MCDONALD	Item
Mr. MANUEL PUIG ROCHA	Item
Mr. OSCAR SERRA DUFFO	Item
Mr. JOSÉ MANUEL VARGAS GÓMEZ	Item
Mr. GABRIEL LÓPEZ ESCOBAR	Item
Ms. OLATZ URROZ	Item

Remarks

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c) Summary remunerations (thousand €):

This should include a summary of the amounts

corresponding to all the remuneration items included in this

report that have accrued to each director, in thousands of

euros.


	Remuneration earned at the Company					Remuneration earned in Group companies
Name	Total remuneration in cash	Gross profit from shares handed over or vested financial instruments	Remuneration from savings systems	Remuneration from other items	Total paid in 2024 by Company	Total remuneration in cash	Gross profit from shares handed over or vested financial instruments	Remuneration from savings systems	Remuneration from other items	Total paid in 2024 by group	Total paid in 2024 by Company + group
Mr. ELOI PLANES CORTS	1,256	89	16	48	1,409						1,409
Mr. BRUCE W. BROOKS	1,801	106	13	45	1,965						1,965
Ms. ESTHER BERROZPE GALINDO	170				170						170
Ms. BÁRBARA BORRA	110				110						110
Mr. JORGE CONSTANS FERNÁNDEZ	162				162						162
Mr. BERNARDO CORBERA SERRA	118				118						118
Mr. BERNAT GARRIGÓS CASTRO	118				118						118
Ms. AEDHMAR HYNES	122				122						122
Mr. MICHAEL STEVEN LANGMAN	130				130						130
Mr. BRIAN MCDONALD	150				150						150
Mr. MANUEL PUIG ROCHA	106				106						106
Mr. ÓSCAR SERRA DUFFO	110				110						110
Mr. JOSÉ MANUEL VARGAS GÓMEZ	130				130						130
Ms. OLATZ URROZ	76				76						76
TOTAL	4,559	195	29	93	4,876						4,876

Remarks

The gross number of Shares to be settled in June 2025 for the

first Cycle of the 2022–2026 Plan, which in the case of Mr.

Planes amounted to 3,765 Shares and 4,518 Shares in the

case of Mr. Brooks. The gross value of the Shares to be

settled, based on the Fluidra share price at 31 December 2024

(€23.52/share) amounts to €89,000 in the case of Mr. Planes

and €106,000 in the case of Mr. Brooks.

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C.2. Describe the evolution over the last five years of

the variation - as an amount and a percentage - in the

remuneration accrued by each one of the listed

Company's directors during the year ,in the Company’s

consolidated results and in the average remuneration

on a full-time equivalent basis of the employees of the

Company and its subsidiaries who are not directors of

the listed Company.


	Total amounts accrued and % year-on-year change
Executive Directors	2024 fiscal year	2024/ 2023 Variation %	2023 fiscal year	2023/ 2022 Variation %	2022 fiscal year	2022/ 2021 Variation %	2021 fiscal year	2021/ 2020 Variation %	2020 fiscal year
Mr. BRUCE WALKER BROOKS	1,965	26.4%	1,555	-80.55	7,994	376.68	1,677	3.45	1,621
Mr. ELOY PLANES CORTS	1,409	23.9%	1,137	-77.90	5,144	301.88	1,280	9.97	1,164
Consolidated Company results	142,057	21.6%	116,851	-28.92	164,403	-35.77	255,968	156.22	99,903
Average employee remuneration	46	6.9%	43	4.88	41	2.50	40	5.26	38

Remarks

Analysis of the changes:

2022 vs 2021: The increase in the executive directors’

remuneration is due to the fact that the remuneration of the

executive directors includes the LTI that vested in 2022 after

accruing from 2018 to 2022. Fluidra settled the 2018–2023

Plan on 17 January 2023. The value of the shares delivered to

executive directors on the vesting date was €4,443,000 in the

case of Mr. Planes Corts and €7,192,000 in the case of Mr.

Brooks. If the multi-year remuneration for the period 2018–

2022, which vested in 2022, were removed from the

calculation, the executive directors’ remuneration would have

decreased by 52.17% in the case of Bruce Brooks and by

45.23% in the case of Eloy Planes.

2023 vs 2022: The increase in the executive directors’

remuneration is due to the fact that the remuneration of the

executive directors includes the LTI that vested in 2022 after

accruing from 2018 to 2022, as discussed above. If the multi-

year remuneration for the period 2018–2022, which vested in

2022, were removed from the calculation, the executive

directors’ remuneration would have increased by 86.9% in the

case of Bruce Brooks and by 55.2% in the case of Eloy Planes,

respectively. This difference is directly related to the degree of

attainment of the financial targets to which their AVR is linked,

which in 2023 was 88% whilst in 2022 it was 0%.

2024 vs 2023: This increase is directly related to the increase

in the variable remuneration for having attained a higher

percentage than in the previous year (121% in 2024), in

addition to the vesting of the incentive for the first cycle (a

total of €89,000 in the case of Mr. Planes and €106,000 in the

case of Mr. Brooks).