Fluidra S A : Regulations of the Board of Directors (amended with effects as of May 8, 2024)

Translation for information purposes

REGULATIONS OF THE BOARD OF DIRECTORS

OF FLUIDRA, S.A.

May 8, 2024

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REGULATIONS OF THE BOARD OF DIRECTORS OF FLUIDRA, S.A.

CHAPTER I. - PREAMBLE

Article 1.- Origin and purpose

1. These Regulations have been approved by the Board of Directors of FLUIDRA, S.A. (the "Company") and reported to the Shareholders' Meeting in compliance with the provisions of article 528 of Legislative Royal Decree 1/2010, of July 2, 2010, approving the revised Capital Companies Law. The purpose of these Regulations is to establish the guidelines for the Board's actions and the basic rules governing its organization and functioning and the conduct of its members.
2. The rules of conduct established in these Regulations for Company directors shall also apply to Company's senior executives to the extent the rules are compatible with these executives' specific nature and the activities they perform.

Article 2.- Interpretation

1. These Regulations complete the regulations applicable to the Board of Directors pursuant to the legislation in force and the Company's Bylaws. They shall be interpreted in accordance with the applicable statutory and bylaw provisions and with the principles and recommendations on the corporate governance of listed companies approved or issued by the Spanish authorities and the authorities of comparable countries, or by special commissions or working groups established by virtue of the mandate of such authorities.
2. Any queries relating to the application and interpretation of these Regulations shall be resolved by the Board of Directors in accordance with the general criteria for interpretation of statutory provisions.

Article 3.- Amendment

1. These Regulations may only be amended at the proposal of the Chairman of the Board of Directors, of the Chief Executive Officer, of one-third of directors or of the Audit Committee, accompanying the amendment proposal with an explanatory report.
2. The text of the proposed amendment and the explanatory report must be attached to the call notice for the Board meeting at which the proposal will be discussed. The call notice for said meeting shall be sent at least ten days in advance.
3. In order to be valid, any amendment to the Regulations shall require a resolution adopted by a majority comprising two-thirds (2/3) of the directors present at the meeting in person or by proxy. These Regulations must be updated whenever

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necessary in order to bring their content into line with the applicable legislation in force.

Article 4.- Dissemination

1. The directors and senior executives must be familiar, comply and ensure compliance with these Regulations. For such purposes, the Board Secretary shall provide each director and senior executive with a copy of the Regulations on acceptance of their respective appointments or on signature of their contracts, as applicable, and the directors and senior executives must deliver to the Secretary a signed statement, following the model attached hereto as Schedule I, indicating that they are aware of and accept the content of these Regulations, undertaking to fulfill all such obligations falling to them hereunder.
2. The Board of Directors shall adopt the appropriate measures to ensure that these Regulations are disseminated among the shareholders and the investing public in general. In particular, the version of the Regulations prevailing at any time shall be submitted to the National Securities Market Commission and placed on file at the Commercial Registry, and shall be available on the Company's corporate website as provided for in the legislation in force and in these Regulations.

CHAPTER II.- FUNCTION OF THE BOARD

Article 5.- General function of the Board

1. The Board of Directors shall perform its duties with unity of purpose and independent judgment, according all shareholders the same treatment. It shall be guided at all times by the Company's best interests and, as such, strive to maximize the Company's value over time. The Board shall likewise ensure that in dealing with all its stakeholders, the Company abides by all laws and regulations, fulfills its obligations and contracts in good faith, respects the customs and good practices of the sectors and territories where it does business, and upholds any additional social responsibility principles it has subscribed to voluntarily.
2. Except for those matters that are reserved for the Shareholders' Meeting, the Board of Directors is the sovereign decision-making body of the Company and is entrusted with the functions attributed under the Capital Companies Law and other applicable provisions, and in particular, the following:

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• The appointment of directors by co-option and submission of proposals to the Shareholders' Meeting relating to the appointment, ratification, re-appointment and removal of directors (a) at the proposal of the Appointments and Compensation Committee in the case of independent directors or (b) following a report by the Appointments and Compensation Committee in the case of the rest of the directors
• The designation and renewal of positions on the Board of Directors and of Board committee members
• On the proposal of the Company's executive chairman and/or chief executive officer, the appointment and removal of senior executives, as well as their indemnification clauses
• In accordance with law, the Bylaws and the compensation policy, distribution of compensation for the members of the Board of Directors in their capacity as such, subject to a report by the Appointments and Compensation Committee and, in the case of senior executives, determination of the additional consideration for their executive functions and other contractual conditions that must be observed within the framework of the bylaws and the compensation policy.
• The financial information that the Company must periodically disclose as a listed company
• The investments or transactions considered strategic by virtue of their high amount or special characteristics, unless their approval falls within the remit of the Shareholders' Meeting
• The creation or acquisition of holdings in special purpose vehicles or entities domiciled in countries or territories considered to be tax havens and any other transaction or operation of a similar nature that, due to its complexity, could diminish the transparency of the group
• Declarations regarding any tender offer made for the securities issued by the Company
• The modification, relocation or closure of the Company's website
• The approval and amendment of these Regulations
• Any other matter that these Regulations of the Board of Directors reserves for the plenary session of the Board

3. The Board of Directors may not delegate the following powers in any circumstances:

1. Supervision of the effective functioning of the Board committees that have been set up and of the performance of the delegate bodies and of the executives who have been appointed

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1. Determination of the Company's general policies and strategies
2. Authorization or waiver of the obligations arising from the duty of loyalty pursuant to the Capital Companies Law
3. Its own organization and functioning
4. Preparation of the annual financial statements and their submission at the Shareholders' Meeting
5. Preparation of any type of report required of the managing body in accordance with the law, where the transaction to which the report refers cannot be delegated
6. Appointment and removal of the Company's chief executive officers and establishment of their contract conditions
7. Appointment and removal of executives who report directly to the Board of Directors or to any of its members, and establishment of the basic conditions of their contracts, including compensation
8. Decisions regarding director compensation, within the framework of the Bylaws and the compensation policy approved at the Shareholders' Meeting
9. The call to the Shareholders' Meeting and preparation of the agenda and the proposed resolutions
10. The treasury stock policy
11. Any powers that the Shareholders' Meeting has delegated to the Board of Directors, except where the Board been expressly authorized by the Shareholders' Meeting to subdelegate the powers
12. Approval of the strategic or business plan, management targets and annual budgets, the investment and financing policy, the corporate social responsibility policy and the dividend policy
13. Determination of the policy on risk (including tax) control and management and on the supervision of internal reporting and control systems
14. Determination of the corporate governance policy of the Company and of the group of which it is the parent, its organization and functioning and, in particular, approval and amendment of these Regulations
15. (xvi)Approval of the financial information that the Company must periodically disclose as a listed company
16. Definition of the structure of the group of companies of which the Company is the parent

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1. 1. Approval of investments and transactions of all types that, due to their high amount or special characteristics, have a strategic nature or entail a special tax risk, unless their approval falls within the remit of the Shareholders' Meeting
   2. Approval of the creation or acquisition of shares in special purpose vehicles or entities domiciled in countries or territories considered to be tax havens and of any other transaction or operation of a similar nature that, due to its complexity, could diminish the transparency of the Company and its group
   3. Approval of related-party transactions in the cases and on the terms set out in the law
   4. Determination of the Company's tax strategy
2. The Board's policy is to delegate ordinary Company management to the management team and to concentrate its work on the general supervisory function and the adoption of the most relevant decisions for managing the Company.
3. Neither the powers reserved by law or the Bylaws for direct consideration by the Board nor any other powers necessary for the responsible exercise of the general supervisory role may be delegated.
4. The Board of Directors shall ensure fulfillment by the Company of its ethical obligations and its duty to act in good faith.
5. The Board shall also ensure that no shareholder receives privileged treatment with respect to the other shareholders.

CHAPTER III.- COMPOSITION OF THE BOARD

Article 6.- Qualitative composition

1. The Board of Directors, in exercising its powers to propose appointments at the Shareholders' Meeting and to appoint directors to fill vacancies by co-option, shall procure that, as far as possible, in the composition of the Board, external or nonexecutive directors represent a clear majority over executive directors. The number of executive members must likewise be the minimum necessary, taking into account the complexity of the corporate group and the percentage of executive directors' participation in the Company's capital.
2. The definitions of the various categories of directors shall be those set forth in the Capital Companies Act.
3. The Board shall ensure that, among non-executive directors, the ratio of nominee directors to independent directors reflects the proportion between the capital represented on the Board by nominee directors and the remainder of the Company's capital.

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1. In the event any non-executive director cannot be deemed either a nominee or an independent director, the Company shall explain this circumstance and the connections that director maintains with the Company or its executives, or with its shareholders.
2. The Board shall explain the nature of each director at the Shareholders' Meeting at which his or her appointment will be made or ratified. Such determination shall subsequently be confirmed or reviewed in each year's Annual Corporate Governance Report, after verification by the Appointments and Compensation Committee.

Article 7.- Quantitative composition

1. The Board of Directors shall comprise of fourteen (14) members.

CHAPTER IV.- STRUCTURE OF THE BOARD OF DIRECTORS

Article 8.- Chairman of the Board

1. The Chairman of the Board of Directors shall be selected from among its members with the favourable vote of at least nine (9) members of the Board of Directors, in accordance with the Company's bylaws, following a report from the Appointments and Compensation Committee. The dismissal of the Chairman of the Board shall require that the resolution is adopted with the favourable vote of at least nine (9) members of the Board of Directors.
2. The Chairman shall have the ordinary authority to call Board meetings, draw up the meeting agenda and chair the deliberations. Nevertheless, the Chairman shall also call a Board meeting and place the matters in question on the agenda when so requested by two directors.
3. The Board of Directors may appoint an Honorary Chairman of the Company from among former Board chairmen, considering the particular relevance of their time in office. The Honorable Chairman shall have duties of honorary representation and will provide advice to the Board of Directors, to the Chairman and to the Deputy Chairman of the Board of Directors. The Board of Directors shall make available to the Honorary Chairman the technical, material and human resources that it deems appropriate for the Honorary Chairman to discharge his duties on the most adequate terms and through the most appropriate procedures.
4. The Chairman shall have the status of executive chairman of the Company. Consequently, all powers that may be delegated in accordance with the provisions of the law, the bylaws and these Regulations shall be delegated to it unless the Board of Directors with the favourable vote of all proprietary directors appointed by the two groups of majority shareholders as of the date of these Regulations agrees otherwise.

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Article 9.- Deputy Chairman of the Board

1. The Board may designate one or more deputy chairmen following a report from the Appointments and Compensation Committee, who shall be elected by the same majorities as the Chairman of the Board. The Deputy Chairman shall stand in for the Chairman when the Chairman is absent or unable to attend Board meetings and when so designated by the Chairman.
2. The Deputy Chairman may call Board of Directors meetings when a request by at least two directors is not answered by the Chairman within one week.

Article 10.- Secretary of the Board

1. The Board shall select a Secretary, following a report from the Appointments and Compensation Committee, who shall be an external and independent legal professional. The Secretary of the Board of Directors shall have the right to speak but not to vote. In any event, in order to safeguard the independence, impartiality and professionalism of the Secretary, his appointment and removal must be approved by the Board of Directors in plenary session, subject to a report from the Appointments and Compensation Committee. The appointment of the Secretary of the Board shall require that the resolution is adopted with the favourable vote of at least nine (9) members of the Board of Directors. The dismissal of the Secretary of the Board shall require that the resolution is adopted with the favourable vote of at least seven (7) members of the Board of Directors.
2. The Secretary shall assist the Chairman in his work and shall support the proper functioning of the Board, particularly providing the directors with the necessary information and advice, maintaining corporate documentation, duly reflecting the minutes of Board meetings in the minutes book and certifying Board resolutions. The Secretary shall also make a record in the Board minutes of any concerns raised by the directors in relation to the running of the Company that are not resolved by the Board, as well as the concerns expressed by the Secretary or the directors on any proposal, at the request of the concerned party.
3. In particular, the Secretary shall ensure that the actions of the Board of Directors: (i) adhere to the spirit and letter of the law and implementing regulations, including those issued by regulatory authorities; (ii) comply with the Company's Bylaws, the Shareholders' Meeting Regulations, the Regulations of the Board of Directors and the Internal Code of Conduct; and (iii) are informed by the Company's corporate governance recommendations.

Article 11.- Deputy Secretary of the Board

1. Following a report by the Appointments and Compensation Committee, the Board of Directors may appoint a Deputy Secretary, who shall not be a director and must be an independent external legal professional unless the Board of Directors with the favourable vote of all executive and proprietary directors appointed by the two groups of majority shareholders as of the date of these Regulations agrees otherwise, to

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