The Board of Directors of Talgo S.A. (the "Company"), in accordance with the applicable legal and statutory regulations, at its meeting held on 23 April 2026, has resolved to convene an Ordinary General Meeting of Shareholders, to be held at Calle Postas 13-15, Arkabia Cultural Centre, 01004, Vitoria-Gasteiz, Álava, on Tuesday 2 June 2026 at 9.30 am, on first call; or, if the necessary quorum is not reached, on second call, at the same place and time on 3 June 2026.
In order to facilitate shareholder participation and the management of the event, it has been agreed that attendance at this General Meeting may also take place via the use of telematic means allowing for a real-time connection with the venue where the General Meeting is being held (the "Telematic Attendance").
The facilities for attending the Meeting remotely will be made available in the section dedicated to the 2026 Ordinary General Meeting of Shareholders on the Company's corporate website (www.talgo.com), in accordance with the terms set out in the "Remote Attendance" section of this notice.
Remote attendance at the General Meeting is intended as an additional measure to the various channels already made available to the Company's shareholders for participating in the General Meeting. In this regard, it is noted that, in accordance with the terms set out in this notice of meeting, shareholders (or, where applicable, their representatives) may appoint a proxy or cast a vote remotely prior to the General Meeting, either by delivering or posting the proxy form or remote voting form, or by electronic means.
In order to facilitate the management of the event, it is recommended that shareholders or their representatives participate remotely in the General Meeting by granting their proxy or casting their vote prior to the meeting or by attending it online.
Furthermore, to facilitate viewing, please note that the General Meeting will be broadcast via the corporate website (https://www.talgo.com).
It is hereby noted that, in all likelihood, the Ordinary General Meeting of Shareholders will be held on first call on the date and at the venue indicated above. In the event of physical attendance at the General Meeting, the shareholder registration desks will be open one hour prior to the start of the meeting.
Agenda- Approval of the Company's individual and consolidated financial statements for the 2025 financial year.
- Approval of the Company's individual management report and consolidated management report with its subsidiaries for the financial year 2025.
- Approval of the non-financial information statement for the financial year 2025 contained in the 2025 Sustainability Report.
- Approval of the Company's management and performance of the Board of Directors during the financial year 2025.
- Approval of the proposed allocation of losses for the 2025 financial year.
- Consultative vote on the Annual Report on Directors' Remuneration for the 2025 financial year.
- Approval of the new remuneration policy for directors for the 2026 financial year in accordance with the provisions of Article 529 novodecies of the Spanish Companies Act.
- Approval of the remuneration of the directors for the 2026 financial year.
- Re-election of Deloitte as the Company's and its consolidated group's auditor for a term of one (1) year, that is, for the 2026 financial year.
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Delegation of powers for the formalisation and implementation of all resolutions adopted by the General Meeting of Shareholders, for their conversion into a public instrument and for their interpretation, rectification, supplementation, implementation and registration.
Right to Attend
In accordance with the Company's Articles of Association and the Regulations of the General Meeting of Shareholders, all holders of voting shares registered in their name in the relevant book-entry register no later than 28 May 2026 may attend and participate in the General Meeting of Shareholders, with the right to speak and vote.
Each shareholder entitled to attend the Meeting must present the relevant personal attendance card or proxy card - as well as the powers of attorney in the case of a legal entity - which shall state the number of shares held and the corresponding votes.
Telematic AttendanceIdentification and prior registration:
To ensure the identity of attendees, the proper exercise of their rights, interactivity and the smooth running of the meeting, shareholders wishing to use the remote attendance mechanisms must register in advance via the Company's website (https://www.talgo.com) by accessing the section dedicated to Shareholders and Investors/Corporate Governance/2026 Ordinary General Meeting of Shareholders, under the section 'Electronic Proxy and Voting and Registration for Remote Attendance', from the day the notice convening the General Meeting is published until midnight on the day immediately preceding the date scheduled for the Ordinary General Meeting of Shareholders, whether on first or second call, as applicable. After this time, no prior registration for the exercise of the right to Remote Attendance will be accepted.
The aforementioned prior registration shall be carried out by any of the following means: (i) electronic ID card, (ii) recognised or advanced electronic signature, based on a recognised and valid electronic certificate issued by the Spanish Public Certification Authority (CERES), a subsidiary of the Spanish Royal Mint, or (iii) "username and password" credentials which the shareholder shall request via the platform and which they will receive at the email address provided on the password request form. The Company may enable additional means of identification that duly guarantee the shareholder's identity.
Once the shareholder has pre-registered in accordance with the methods indicated and within the established timeframe, they may attend and vote at the General Meeting via electronic means by connecting on the day of the meeting.
Shareholders' representatives wishing to attend the General Meeting remotely must send the information required to prove their authority to the email address investors@talgo.com by midnight on 1 June 2026. Specifically, together with a copy of the duly completed proxy form , they must send a copy of their national identity card or passport. In the case of a corporate shareholder, a copy of (i) the national identity card or passport of the person signing the proxy form; and (ii) the power of attorney authorising them to sign it on behalf of the legal entity.
In both cases, a copy of the representative's national identity card or passport must be sent to
that email address.
Connection and attendance:
In order to ensure the proper management of the remote attendance systems, shareholders (or their representatives) who have previously registered to attend the General Meeting remotely in accordance with paragraph (i) above must log in to the Company's corporate website (https://www.talgo.com) between 8.15 am and 9.15 am on 2 June 2026 (if the Meeting is held on first call) or on 3 June 2026 (if the Meeting is held on second call), and identify themselves as indicated in the relevant instructions.
Where applicable, if on 2 June 2026 it is established that there is insufficient quorum for the meeting to take place, the Company will publish this information via the section of the corporate website dedicated to the Ordinary General Meeting of Shareholders, confirming that the Meeting will ultimately be held on second call.
Participation:
In accordance with the provisions of the Companies Act, interventions, proposed resolutions or requests for information or clarification, which, in accordance with said Act, are intended to be made by those attending via electronic means, must be submitted to the Company in writing and, in all cases, in the manner, terms and conditions set out on the aforementioned company website, between 8.00 am and 9.00 am on 2 June 2026 or, where applicable, on 3 June 2026, depending on whether the General Meeting is held on first or second call, respectively, and also during the prior registration carried out in accordance with paragraph (i) above. Any remote participant wishing to have their contribution recorded in the minutes of the Meeting must expressly state this in the text of the minutes. Requests for information or clarification made by remote participants will be answered in writing within seven days of the Meeting, in accordance with the provisions of the Companies Act.
In the event that the General Meeting is held on second call, remote participants who connected on first call must reconnect to attend the General Meeting on second call remotely. Similarly, remote attendees who, having joined the meeting on the first call, have submitted interventions, proposed resolutions or requests for information or clarification must resubmit them, within the timeframes indicated, on the day the meeting is held; otherwise, they shall be deemed not to have been submitted.
Voting:
Voting on proposals relating to items on the agenda may take place from the moment the shareholder (or, where applicable, their representative) connects as an attendee until the Chairman or, where applicable, the Secretary of the Meeting, announces the close of the voting period for the proposed resolutions relating to the items on the agenda. As regards proposals
for resolutions on matters which, by law, do not need to appear on the agenda, remote attendees may cast their votes from the moment such proposals are read out for voting, once they have been registered on the Remote Attendance platform. The procedure set out in the Articles of Association and the Rules of Procedure of the General Meeting shall apply to the voting on proposed resolutions.
Other matters:
The Company may adapt, with the necessary safeguards, the means to allow Remote Attendance at the General Meeting in the case of shareholders not resident in Spain, qualified investors and other similar cases.
Physical attendance at the General Meeting (provided that it is quorate) by a shareholder renders their Telematic Attendance void, and Telematic Attendance at the General Meeting by a shareholder renders any proxy or vote cast via remote communication means prior to the General Meeting void.
It is the sole responsibility of the shareholder (or their representative) to safeguard the passwords or means of identification required to access and use the Telematic Attendance service. In the case of a legal entity, the latter must notify the Company of any modification or revocation of the powers held by its representative; consequently, the Company accepts no liability until such notification is received.
The Company reserves the right to modify, suspend, cancel or restrict the mechanisms for Remote Attendance at the General Meeting where technical or security reasons so require or dictate. The Company shall not be liable for any loss or damage that may be caused to the shareholder arising from breakdowns, overloads, line failures, connection faults or any other event of a similar nature, beyond the Company's control, which prevents the use of the Telematic Assistance mechanisms for the General Meeting.
Right of Representation and Remote VotingAny shareholder entitled to attend may be represented at the General Meeting of Shareholders by another person, even if that person is not a shareholder.
Shareholders entitled to attend may grant their proxy or cast their vote remotely on proposals relating to items included in the Agenda of the notice of meeting, in writing, by submitting the duly completed attendance, proxy and remote voting card at the Company's offices, or by sending it to the Company by post to the address Calle Cuchillería, 24, Casa del Cordón, 01001, Vitoria-Gasteiz, Álava, or by means of an electronic communication sent via the software application available on the corporate website (https://www.talgo.com), identifying themselves by one of the following means: (i) electronic ID card, (ii) recognised or advanced electronic signature, based on a recognised and valid electronic certificate issued by the Spanish Public Certification Authority (CERES), which is part of the Spanish National Mint, or (iii) "username
and password" credentials which the shareholder shall request via the platform and which they
will receive at the email address provided on the password request form.
Proxies and postal or electronic votes must, as a general rule, be received by the Company by midnight on 1 or 2 June 2026, depending on whether the Ordinary General Meeting of Shareholders is held on first or second call, respectively.
Up to and including 28 May 2026, shareholders may request in writing any information or clarifications they deem necessary, or submit in writing any questions they consider relevant regarding the items on the agenda of the notice of meeting.
Available DocumentationFrom the date of publication of this notice of meeting, the following documentation and information will be available to shareholders on the corporate website (https://www.talgo.com) at all times:
This notice of meeting.
Attendance, proxy and postal voting form.
Full text of the proposed resolutions relating to the items on the agenda of the meeting, together with the respective reports and proposals of the Board of Directors and/or the advisory committees that are legally required or have otherwise been deemed appropriate.
The Company's separate financial statements and the consolidated financial statements with its subsidiaries for the financial year 2025, together with the respective audit reports.
The Company's separate management report and the consolidated management
report with its subsidiaries for the financial year 2025.
Non-financial information statement for the financial year 2025, contained in the 2025 Sustainability Report.
Statement of responsibility by the directors as provided for in Article 124 of the Securities Market Act, which, together with the documents referred to in points (4) and (5) above, constitutes the Annual Financial Report for the financial year 2025.
Annual corporate governance report for the 2025 financial year.
Annual report on directors' remuneration for the financial year 2025.
Annual report on the activities of the Board of Directors' advisory committees for
the financial year 2025.
2025 Annual Report of the Audit Committee of the Board of Directors of Talgo, S.A. on the independence of the auditors.
Explanatory Report on the Remuneration Policy of Directors for financial year 2026.
Information regarding the total number of shares and voting rights as at the date of publication of this notice of meeting.
Rules governing access to and operation of the electronic shareholders' forum.
Rules on remote voting and proxy voting.
Rules regarding requests for information.
Furthermore, shareholders are entitled to examine at the registered office and to request the delivery or free dispatch of the required reports of the advisory committees, as well as any other documentation which, on the occasion of this Ordinary General Meeting of Shareholders, must necessarily be made available to them.
Right to InformationThe exercise of the rights to information, attendance, proxy and remote voting shall be carried out in accordance with the provisions of the Law and the Meeting Regulations available on the company's website (https://www.talgo.com).
Electronic Shareholders' ForumFrom the date of publication of the notice of meeting, an Electronic Shareholders' Forum will be made available on the company's website https://www.talgo.com, with the aim of facilitating communication between the Company's shareholders prior to the holding of the General Meeting. The rules governing access and operation will be published on the Company's website.
Notarial SupervisionThe directors who have agreed to convene an Ordinary General Meeting of Shareholders have also agreed to require the presence of a notary to draw up the minutes of the General Meeting of Shareholders.
Data protectionTo facilitate monitoring and appropriate dissemination, the proceedings of all or part of the General Meeting of Shareholders may be recorded and broadcast via audiovisual means and made available to the public via the Company's corporate website (https://www.talgo.com). By entering the venue where the General Meeting of Shareholders is being held, attendees
consent to the capture and reproduction of images of themselves and to the processing of their personal data through such media.
Personal data provided to the Company by shareholders (in connection with the exercise or delegation of their rights to information, attendance, representation and voting) or provided by both the credit institutions and investment firms with which such shareholders have their shares deposited or held in custody, as well as by the entities which, in accordance with the Law, are required to maintain records of securities represented by book entries, shall be processed by the Company for the purpose of managing the shareholder relationship (including, without limitation, the convening and holding of Shareholders' Day and the General Meeting of Shareholders and the dissemination thereof). For these purposes, the data shall be incorporated into files for which the Company is the data controller. This data will be provided to the notary solely for the purpose of drawing up the notarial minutes of the General Meeting of Shareholders.
The data subject shall have the right to access, rectify, object to or erase the data collected by the Company. These rights may be exercised in accordance with the provisions of the Law by writing to TALGO, S.A. (address: Calle Cuchillería, 24, Casa del Cordón, 01001, Vitoria-Gasteiz, Álava).
Should a shareholder include personal data relating to other natural persons on the attendance, proxy and remote voting card, that shareholder must inform them of the matters set out in the preceding paragraphs and comply with any other requirements that may apply to the transfer of personal data to the Company, without the Company being required to take any further action.
Vitoria, April 27, 2026. - The non-director Secretary of the Board of Directors, Mr. Francisco Javier Gómez Domínguez.
