Fluidra, S.A. ($FDR)

Well, good morning. Welcome to the General Annual Assembly 2026. Thank you for being here today with us in person and online. Above all, thank you for your trust. I see many familiar faces that have been with us for many years. This is a trust that cannot be taken for granted. It has to be built up every day. Dear shareholders, it's such a pleasure to welcome you again and to share with you a very important moment for the company. Let me start with a special acknowledgment to all of the people who are part of Fluidra. They are the ones who truly make it possible for the company to move forward every day, staying close to the customers, innovating, executing and adapting in what continues to be, as you all know, a very -- I mean, for the past 2 years, it has been a highly demanding environment. We come to this meeting having recently presented our first quarter results. It's important to acknowledge the context in which we operate. Jaime will mention it in his presentation. We live in a highly volatile environment where markets often react in the short term and where at times, perception may not fully reflect the underlying reality of companies. It is important to state it clearly. At Fluidra, we have demonstrated extraordinary implementation and adaptability while at the same time strengthening its competitive position. Today, Fluidra is a stronger company than ever. It is more global, more efficient and therefore, better prepared than ever. As I mentioned, we have continued to invest. We have continued to transform, and we have continued gaining market share year after year, all while managing with high discipline, everything that lies within our control. Today, we are a leading company in our industry, and we're fully convinced that we can keep on building an even better, stronger and more future-ready organization. Before giving the floor to Jaime, I'd like to make a special acknowledgment. This year, we closed a chapter with 2 members of the Board, Barbara and Steve Langman. Steve is not here with us, and Barbara is here with us. I'd like to thank both of them for their contribution over the years, as well as thanking their commitment and support to the company. Both Barbara and Steve have accompanied us through very important moments contributing their experience and judgment and helping us to make better decisions. Above all, these are people we can keep on counting on in the next years if we needed.

Welcome, Allison Steiner and Stephen Kanewski, whose appointments will be submitted for approval at today's shareholders' meeting. Thank you for joining us for becoming part of this project. We are convinced that your experience and perspective will help further strengthen Fluidra. All of that if they vote in favor. The Board, our role is to support the company with a long-term view. It's not only about oversight, but it's about helping to set the right direction, asking the right questions and ensuring that Fluidra makes the right decisions, not only for today, but for the next years. As I've mentioned, over the past few years, we have kept on taking very strong steps in that direction. Without any further ado, I'm going to give the floor now to the Secretary.

Good morning, everybody. First of all, we inform the shareholders that we have the presence of the Notary public. This will be done by Luis Fort Barajas, Ilustre Colegio Notarial de Catalunya residing in [inaudible]. I ask the notary to actually come here.

Good morning. I'm Luis Fort Lopez-Barajas, Notary, College of Notarial de Catalonia residing in Sant Cugat del Valles. I'm attending and drawing up the minutes of this general meeting all in accordance with the provisions of Article 203 of the Companies Act and Article 7 of the regulations of the Central Meeting of Shareholders.

The general meeting will be structured as follows: Firstly, the formal requirements for the valid constitution of the meeting will be fulfilled. Next, the Chief Executive Officer will give a presentation containing relevant information on the 2025 financial year, the group's performance and other matters of interest relating to the meeting. Thirdly, we will open the floor for comments from shareholders. Shareholders wishing to participate in the Annual General Meeting may do so by submitting their questions from now until the conclusion of the presentation to be given by the Chief Executive Officer. Shareholders attending in person must write the content of the question to be raised on the card provided to them along with the other documentation, also indicating the full name of the number of shares they hold and those they represent and hand it to the staff in the room. Furthermore, Shareholders attending remotely may do so by selecting the questions and comments option available in the remote attendance application. If a shareholder wishes their contribution to be recorded in the minutes, they must expressly request this and submit the question and where applicable the full contribution to the staff in the meeting room prior to the contribution so that the notary can verify it when the shareholder speaks. Shareholders attending online must expressly request this by providing and writing the text they wish to be included in the minutes. Please note that if a shareholder does not provide the full statement in writing, the notary will proceed to write down the content of the statement in their own words, endeavoring at all times to respect its essence. It is also noted that there will be a single round of contributions. Once a complete list of shareholders wishing to speak has been compiled, shareholders will be called upon in the order determined. With regard to the shareholders attending remotely, any questions that can be answered at the meeting itself will be read out along with the identity of the shareholder who asked them. Shareholders are reminded that if the information requested by any of them is not available at this time, it will be provided in writing within 7 minutes of the date of this general meeting. Finally, once the shareholders' speaking time has concluded, we'll proceed to put the proposed resolutions on the agenda items to a vote by the meeting. Shareholders are informed that the remote voting channels regarding the items on the agenda will close at the end of this meeting. We shall now proceed to fulfill the formal requirements for the valid constitution of the General Meeting of Shareholders of Fluidra Sociedad Anonima. At its meeting on 24th March 2026, the Board of Directors resolved to convene the shareholders to the Ordinary General Meeting of Shareholders to be held on 6th of May 2026 at 12:30 on first and only call at this hotel in St. Cugas and to also allow attendance at the general meeting by electronic means in accordance with the provisions of the Articles of Association and the rules of procedure of general meeting without prejudice to the shareholders right to attend in person or to vote remotely. The notices of the meeting were published in the newspaper expansion on 27, March 2026 as well as on the company's corporate website and on the CNMV website on the 26th of March 2026. The agenda proposed resolutions and reports of the Board of Directors have been available continuously on the company's corporate website since the date of publication of the initial notice. Given that the legal notice convening the meeting has been published as indicated above, it is deemed to have been read for all relevant purposes. In accordance with the Articles of Association, the Presiding Committee of the Ordinary General Meeting of Fluidra S.A. is hereby constituted comprising its Chairman, its Secretary and all members of the company's Board of Directors with the exception of Ms. Edmar Heinz and Mr. Manuel Puig have sent their apologies. Acting as Chairman and Secretary of the meeting are those who hold these positions of the Board of Directors, namely Mr. Eloy Planes Corts and myself, Albert Collado Armengol. The general meeting shall be validly constituted on first and only call when the shareholders, whether present or represented, hold at least 25% of the subscribed share capital carrying voting rights. The Fluidra share capital is EUR 192,129,070 and is divided into an equivalent number of shares with a nominal value of EUR 1 each. All shares are fully subscribed and paid up and for the same rights of the holders. For the purpose of this general meeting, we have cast the votes remotely or counting the shareholders present. I shall now report on the current status of the list of attendees. Okay. The list is provisionally prepared based on the provisional list of attendees according to the data provided to me by the professional services by the company. The provisional quorum is as follows: at the time of closing the list, there are 182 shareholders holding shares representing 170,291,450 shares, representing 88.68% of the share capital. It is noted that out of these shares, 2,242,577 shares or treasury shares equivalent to 1.16% of the capital -- of the share capital and are present of the meeting of these shares, the voting rights of which are suspended in accordance with the provisions of Article 148 of the Company Act and are represented in the Board, 119 shareholders holding 123,472,257 shares equivalent to 64.26% of the share capital. The relevant legal requirements have been met there is a sufficient quorum for the valid constitution of the meeting on first call to discuss all items on the agenda. The final quorum will be reported on the minutes of the general meeting and will be published on our corporate website. I give the floor to the Chairman.

Okay. As the necessary legal requirements have been met, I hereby declare the general meeting validly constituted. The floor is given to the notary who will now read out the relevant legal notices.

In accordance with Article 101.3 of the Commercial Register regulation, it forced me to ask the following question. Does any shareholder wish to raise any objections or reservations regarding the statements concerning the provisional number of shareholders present at the meeting and the capital present and represented? If so, please inform me at this time. Remote attendees may also do so via the remote attendance application. The final quorum will be recorded in the minutes. We will wait a moment to give shareholders time, particularly those who have joined remotely in case any of them wish to raise any reservations or objections. It looks like there are no shareholders wishing to express any reservations or objectives. I have verified that the legal requirements for the constitution of this meeting have been met.

Well, thank you, Mr. Notary. I now give the floor to the CEO of Fluidra, Mr. Jaime Ramirez Alfadi.

Well, thank you, Albert. Ladies and gentlemen, shareholders, good morning. It is a pleasure to be with you all once again at this Fluidra Annual General Meeting. Let me start with a simple idea. 2025 has been a good year for Fluidra. In an environment that has remained challenging, we have grown, we have improved our profitability, and we have kept clear financial discipline. We have once again demonstrated, as Eloy has just said, the strength of our business model, the resilience of our organization and the ability of our teams to move forward with determination. We have done so by relying on what best defines Fluidra, our closeness to the customer, the strength of our teams, our capacity for innovation and a global leadership position in an industry that continues to offer attractive growth prospects. Swimming pools and wellness continue to gain importance as spaces for well-being, health, socializing and enjoyment. At Fluidra, we continue to move forward with a clear vision to grow profitably, sustainably and responsibly, creating value for our shareholders, customers, employees and for society at large. In order to put into perspective where we are today, I'd like to start with Fluidra's evolution over the past 6 years. Since 2019, Fluidra has become a larger, more profitable and more robust company. Our sales have risen from EUR 1.37 billion in 2019 to EUR 2.18 billion in 2025, representing a growth of 60%. Over the same period, adjusted EBITDA has grown by 86%, reaching EUR 501 million with a margin improvement of more than 300 basis points. We have also significantly improved our return on capital employed, which has risen from 12% to 18%. These figures reflect a very positive trend indeed. Not only have we grown, but we have grown better with greater efficiency, greater discipline and a greater capacity to generate value. Moving now into the 2025 financial year. Sales grew by 4% compared to the previous year. Adjusted EBITDA increased by 5% and adjusted net profit per share grew by 8% to EUR 1.30 per share. We also distributed a dividend of EUR 0.60 per share, 9% more than the previous year, reflecting our confidence in the business and our commitment to attractive and sustainable returns for our shareholders. This performance was underpinned by positive contributions from both volume and price and by growth across all regions. During the year, we also continued to improve our efficiency. The gross margin remained solid, driven by our simplification program, and we reduced leverage from 2.4x to 2.2x net debt to adjusted EBITDA. I would also like to highlight an acknowledgment that gives us special pleasure. In the U.S.A., one of our most relevant markets, we have been named Supplier of the Year by the 3 leading distributors for the fifth consecutive year. This is a recognition to the quality of our products, but also to our reliability, operational excellence and above all, the way in which our teams support our customers every single day. To sum up, 2025 has been a year of growth, operational improvement and financial discipline. Sustainability remains an essential part of our strategy. For Fluidra, sustainability is not a separate element of the business. It is a way to compete better, to innovate better and to grow responsibly. Throughout 2025, we have continued to make progress on our key environmental, social and governance commitments. I won't dwell in all of the indicators, but I'd like to highlight some key developments. We have received external recognition from agencies such as CDP, S&P and MSCI. We have made improvements in areas such as renewable electricity, carbon footprint and the gender pay gap and sustainable products now account for 59% of our sales, very close to the 60% target for 2026. Now this progress shows that sustainability is increasingly integrated in our operations, in our innovation and in our value proposal. Now looking now at the start of 2026, we have had a good first quarter, well aligned with our expectations for the year. Sales stood at EUR 564 million, on a reported basis, they were affected by currency movements, but on a constant currency basis, they grew by 5% with a healthy gross margin of 57%. Adjusted EBITDA reached EUR 124 million with a positive growth of 2% at constant exchange rates. The adjusted net profit per share was EUR 0.32, also growing by 2% at constant exchange rates. Both volume and price have contributed positively, confirming a strong commercial momentum. The environment will remain a challenging one, but we are starting this year on a solid footing and with confidence in our ability to manage what is within our control. At the same time, we are well aware that 2026 is unfolding in a particularly dynamic environment. We continue to see macroeconomic uncertainty, constant changes in the external environment, pressures from tariffs, inflation and exchange rates as well as increasingly aggressive competition in some markets. Given this backdrop, our priority is to keep on managing with discipline, but also with a forward-looking approach. To keep on implementing our strategy consistently, we need to keep on investing in key capabilities, operations, business areas, innovation, in technology, IT and digital. There is no quality growth without investment. Our challenge is to strike the right balance between the discipline required in the short term and investments that will enable us to remain more competitive, more efficient and closer to our customers long term. The environment will keep on being challenging, but we are starting the year on a solid basis with clear priorities and confidence in our ability to manage what is within our control. Ladies and gentlemen, shareholders, today, we have shared with you the results for 2025 and the start of 2026. I'd like to conclude with 3 main take-home points. Firstly, Fluidra has kept on growing and improving its profitability. Secondly, our organization keeps on being transformed to be more efficient, more disciplined and increasingly customer-focused. The third, we are in a strong position to keep on leading as an industry with bright future prospects. None of this would be possible without Fluid's teams around the world. I'd like to sincerely thank them for their commitment, their professionalism and their ability to move forward even in highly complex situation. I'd like also to thank you, our shareholders, for your trust and your continued support. We will keep on working with ambition, discipline and responsibility to create sustainable value for all of our shareholders, for all of our stakeholders. Thank you very much. Now I hand over to Eloy.

Jaime, thank you so much. We'll go through the corporate governance part. If we start off with the value creation, the reality is that we have more or less stability in looking back. The trend is clear in the latest year, the company has grown, overcoming all of the excellent indexes, and we can see this clearly, too. The current environment, the value of the company hasn't been reduced in the share value, and we are confident that the values have increased, and we know the context, and we know that the market. Talking about value to our shareholders as a company, it's important for us to make sure that our shareholders get value through our dividends, and this is included in our cash allocation policy, which is part of our DNA. As you can see, we've been coherent with this throughout the years. In this regard, the proposal we bring to the shareholders' meeting is for the approval of a dividend of EUR 0.61 per share, which is an 8% growth, which is well aligned with the 50%, the policy to distribute 50%. Now going into corporate governance, 2025, we've continued to strengthen. We are more transparent, more independent with a more balanced Board that is aligned with best practice. But beyond indicators, an important point for the company is that we want the Board to be able to anticipate and take the best decisions with a mid- to long-term perspective. I can guarantee that we have an excellent Board in this regard. Now moving into the work done by the 2 commissions. I won't be giving you the details of all actions. We have the 2 chairs of the different Audit Committee, Ernest, from the appointment committees, and they're available if you have any questions, if you'd like to have more detailed information. Now on the Auditing and Sustainability Committee, it continued to play a key role in supervising fundamental aspects such as financial and non-financial information, internal audit, risk assessment, cybersecurity and compliance, and strengthen the follow-up on our sustainability strategy that Jaime mentioned. We think this is something that is truly relevant for us to consider in the future, not just [FAB]. The Retribution and Appointments Committee has been working in key areas such as the composition of the Board, the management of talent, succession plans and retribution schemes with a key goal, and that is to make sure that we have the personal skills and capabilities to deal with the future. Having said that, I would now like to hand over to the Secretary to continue with the more formal part of this general meeting. Thank you.

Next, we will continue with the interventions by the shareholders, and we shall govern this. We call all shareholders who would like to take the floor to ask staff in the room to hand them a microphone. First, we will listen to interventions by shareholders, and then at a later stage, we will respond, including to the comments and questions by shareholders participating remotely. We have one single request, Jose Antonio Dario. The floor is yours. Apologies, we would need a microphone. I wanted to mention that Fluidra today is worth EUR 20. 2 years ago, it was worth EUR 30. If I want to invest more than what I've invested so far, we need to move forward. We are capitalizing 30% less than 2 years ago. I want to put this into perspective for you. It's a great investment. It's a company with a long-term perspective, which has been improving its results year after year.

It is true that sometimes the market operates on a short-term perspective more than on a long-term one, and we must also acknowledge that we're living complex geopolitical times. As Jaime was saying, we are showing our strong ability to adapt. We have an important project looking ahead into the future, we have the capabilities to continue growing as we have in the past 2 years. We believe that the value of the shares you see on screen do not reflect the true value of the company. I encourage you all and you especially to continue investing in a project, which is a growing, robust project with a mid- to long-term perspective regardless of the fluctuations that there may be on the market.

Given there are no further requests, we shall now proceed to vote on the proposed resolutions relating to each of the items on the agenda. The vote will be conducted in accordance with the provisions of the Articles of Association and the rules of procedure of the general meeting. In this regard, votes in favor shall be deemed to be those corresponding to all shares present and represented at the meeting, whether in person or by proxy, [Magus], firstly, the votes corresponding to shares whose holders or representatives state that they are voting against casting a blank vote or abstaining. Secondly, the votes corresponding to shares whose holders or representatives have left the meeting prior to the vote on the proposed resolution. We request that shareholders physically present who wish to cast votes against blank votes or abstain are requested to inform the attending staff in writing by handing in the voting card provided to them. If any shareholder wishes to have the nature of their vote in relation to any of the resolutions recorded in the minutes, it must be made expressed. The results of the voting on each proposed resolution will be recorded in the minutes and on the company's corporate website. The proposed resolution is drawn up by the Board of Directors regarding the items on the agenda and the corresponding reports have been available on the company's corporate website since the date of the publication of this notice. All proposed resolutions put to the vote must be approved by the statutory majorities required. At this general meeting, all proposed resolutions shall be approved by a simple majority with the exception of the authorizations granted to the Board of Directors to increase or reduce the share capital and the consequent amendments to the Articles of Association proposed under items 9, 10 and 12 of the agenda, which shall be approved by absolute majority. Furthermore, both the authorization to increase and reduce share capital and the consequent amendments of the Articles of Association proposed under items 9, 10 and 12 of the agenda as well as the authorization for the issue of debentures proposed under Item 11 of the agenda will require the attendance of shareholders present or represented who hold at least 50% of the subscribed share capital. Based on the information held by the company's corporate services, I hereby inform that shareholders that necessary votes in favor have been cast for the approval of all items on the agenda. We shall now proceed to read out a summary of the proposed resolutions. First, the approval of the annual accounts and management report, both for the company and its consolidated group of companies for the 2025 financial year. Second, approval of the consolidated non-financial statement and sustainability information for the 2025 financial year. Third, the allocation of the profit for the 2025 financial year, which is proposed to be allocated to the payment of the dividend and to voluntary reserves in the amounts and on the terms proposed in the notice of the meeting. Fourth, approval of the Board of Directors' performance during the 2025 financial year. Fifth, the reelection of Mr. Jose Manuel Vargas Gomez as Non-Executive Director. Sixth, ratification of the appointment of co-optation and appointment for Ms. Allison Steiner as a priority -- Proprietary Director. Seventh, appointment of Mr. Stephen Kaniewski as an Independent Director. Eighth, the consultative vote on the annual report on directors' remuneration for 2025. Ninth, authorization for the Board of Directors to increase the share capital. 10, authorization of the Board of Directors to issue convertible bonds. 11, authorization for the Board of Directors to issue fixed income securities. 12, authorization of the Board to acquire its own shares. Finally, 13, delegation of powers. The floor is given to the Chair.

Thank you very much. As the Secretary has already reported, all of the proposed resolutions put forward by the Board of Directors are hereby declared approved by a sufficient majority. With that, we come to the end, and we will -- let me find my notes. I was thinking about the question you asked me before, and I was wondering when you were telling us about the price per share, we're referring to a moment during COVID when everything was of tune. When we look at the results shared by Jaime today, just to give you an idea of the value, we were basically at the same levels that you've seen here today. The market is indeed facing a lot of pressure because of the geopolitical situation, which means that sometimes the value isn't adequate on screen. Having said that, we are reaching the end of our General Shareholders' Meeting. I'd like to wrap up on a simple idea. The market may be volatile, but what we have built up to now, what we are building and Fluidra is very robust. It's important, even more so at these times of uncertainty because it means that beyond the short term, we have a strong, robust company with a clear strategy that is able to push forward. As I have always said, and I've said this in this meeting, you know that you can count on us and that we will also make a constant effort. We'll do what we do with full honesty, transparency and a strong commitment. To conclude, I would like to say some words of thanks. First, to the whole team at Fluidra from around the world for their dedication, their efforts and the commitment they show day after day. It's incredible, and it's they who make it possible for the company to advance in these very demanding times. Also my sincere thanks to Jaime and the entire management team for their leadership and the way in which they are leading this new stage of the company and to all Board members for their dedication, judgment and long-term perspective and for supporting us at all times. Very especially, I'd also like to thank you, our shareholders. Thank you for your trust, for supporting us, for sharing this long-term vision with us. Thank you for your trust. Trust is something that makes us strong. At Fluidra, we are clear about our path. We will continue to move forward. We'll continue to invest and to take decisions aimed at creating sustainable value because at the end of the day, that is what matters, creating sustainable value. Thank you very much for being with us today. We now invite you to join us for a class of cover and to continue our discussions. Thank you very much, and I wish you all a very good day.