Talgo SaBME: TLGO

Annual Report of the Audit Committee

· Issued by Talgo Sa

The composition of the Audit Committee of TALGO, S.A. as at 31 December 2025 is as follows:

Name

Position

Category

MS. MARISA PONCELA GARCÍA

CHAIRMAN

Independent

MS. MARÍA JOSÉ ZUECO PEÑA

SECRETARY NON-DIRECTOR

It is hereby noted that, as a result of the change in shareholding that took place on 17 December 2025, the Audit Committee has been reconstituted, its current composition having been communicated to the CNMV via "Other Relevant Information" on 4 February 2026.

During 2025, the Audit Committee of TALGO, S.A. met on six (6) occasions on the following dates: (i) 7 February; (ii) 28 February; (iii) 12 May; (iv) 28 July; (v) 29 September; and (vi) 13 November.

In exercising the powers conferred upon it by both the Law and the rules comprising the company's Corporate Governance System, the Audit Committee has carried out the activities set out below in the areas or fields specified:

  1. Internal Audit Area:
    • Approval and monitoring of the 2025 Internal Audit Plan and the department's

      budget.

    • Periodic monitoring reports on the Internal Audit Plan, reviewing the actions taken, conclusions reached and implementation of the action plan in each area.

    • Ongoing updates on the monitoring of the Internal Audit Plan during the second half of the financial year.

  2. Internal control and risk management systems:
    • Oversight of the Internal Control System for Financial Reporting (SCIIF) and review of the corporate risk map.

    • Oversight of the Group's risk management, with particular focus on updating the risk

      map and progress in the area of cybersecurity.

    • Supervision of the Compliance Unit's activities: review of the annual report and the adaptation of the Internal Code of Conduct and the Whistleblowing Channel to the new regulatory framework on the protection of whistleblowers.

    • Supervision of related-party transactions carried out in the 2024 financial year and verification of compliance with applicable regulations.

    • Proposal to the Board of Directors for the creation and implementation of a Cost Reduction Plan.

    • Analysis of the project's risk map with the DB and its impact on the company's

      accounts.

  3. External auditor:
    • Receipt and analysis of the conclusions of Deloitte's audit of the 2024 annual accounts, including the independence report and the mandatory communication to the Audit Committee.

    • Report on the independence of the external audit firm and approval of other non-audit services.

    • Analysis of the limited review of the consolidated interim financial statements for the first half of 2025 carried out by the external auditors.

    • Presentation and analysis of the 2025 Audit Plan by the external auditors, including the determination of the scope, materiality and significant risks for the financial year.

    • Appearances by the auditor at meetings of the Audit Committee and the Board of Directors.

  4. Supervision process for the preparation of financial information:
    • Talgo S.A.'s 2024 individual and consolidated annual accounts.

    • Financial statements for the first quarter of 2025 to be presented to the market.

    • Consolidated summary financial statements for the first half of 2025, the submission of which to the market was postponed to allow for a limited review by the auditors.

    • Financial information for the second quarter of 2025 to be disclosed to the market.

    • Financial information for the third quarter of 2025 to be presented to the market.

    • Analysis and supervision of the presentation of the 2024 results to the market and proposal to be submitted to the Board for approval

  5. Supervision process for the preparation of the non-financial report:
    • Analysis of the Corporate Sustainability Report for the 2024 financial year and proposal for approval by the Board of Directors.

    • Review of Talgo's consolidated Non-Financial Information Statement and verification of its preparation in accordance with Law 11/2018 and the European Sustainability Reporting Standards

Most of the Audit Committee's work during the 2025 financial year focused on matters relating to internal and external audits, risk oversight, and the preparation of both financial and nonfinancial reports. The Internal Audit team regularly attends the Committee's meetings; this falls within the remit of that department, in support of the Committee, to ensure the proper exercise of its powers and to act as a channel of communication between the Audit Committee and the company and its Group. In addition, senior managers from various areas and departments of the Talgo Group have appeared before the Committee to provide an overview to its members.

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