RESOLUTION
To approve the individual annual accounts of Talgo (balance sheet, profit and loss account, statement of changes in equity, cash flow statement and notes to the accounts) and the consolidated (consolidated statements of financial position, consolidated income statement, consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated cash flow statements and consolidated notes), for the financial year ended 31 December 2025, which were prepared by the Board of Directors at its meeting held on 27 February 2026.
RESOLUTION
To approve the individual management report of Talgo and the consolidated management report with its subsidiaries for the financial year ended 31 December 2025, which were drawn up by the Board of Directors at its meeting held on 27 February 2026.
THIRD ITEM ON THE AGENDA Approval of the non-financial information statement for the financial year 2025 contained in the 2025 Sustainability Report.RESOLUTION
To approve the non-financial information statement of the consolidated group of Talgo, for the financial year 2025, in accordance with the provisions of Law 11/2018 of 28 December, amending the Commercial Code, the consolidated text of the Capital Companies Act approved
by Royal Legislative Decree 1/2010 of 2 July, and Law 22/2015 of 20 July on the Audit of Accounts and its implementing regulations approved by Royal Decree 2/2021 of 12 January, regarding non-financial information and diversity.
The statement of non-financial information of the consolidated group of Talgo, the approval of which is hereby proposed, corresponds to the information contained in the management report of the consolidated group of Talgo for the financial year ended 31 December 2025, drawn up by the Board of Directors at its meeting held on 27 February 2026.
The General Meeting of Shareholders is hereby informed that the Board of Directors, at its meeting held on 27 February 2026, also approved the 2025 Sustainability Report prepared by the Company. The non-financial information contained in the Sustainability Report has been verified by Deloitte Auditores, S.L. and is available on the company's corporate website.
FOURTH ITEM ON THE AGENDA Approval of the Company's management and performance of the Board of Directors during the financial year 2025.RESOLUTION
To approve the management of the company and the actions carried out by the Board of Directors of Talgo during the financial year ended 31 December 2025.
FIFTH ITEM ON THE AGENDA Approval of the proposed allocation of losses for the 2025 financial year.RESOLUTION
To approve the proposed appropriation of profits formulated by the Board of Directors at its meeting held on 27 February 2026 and detailed below: To allocate to the "Retained earnings" account the total losses incurred by the parent company Talgo, S.A. in the financial year ended 31 December 2025, amounting to €2,417,000.
SIXTH ITEM ON THE AGENDA Consultative vote on the Annual Report on Directors' Remuneration for the 2025 financial year.To approve, on an advisory basis, the Annual Report on Directors' Remuneration for the financial year 2025, the full text of which was made available to shareholders together with the rest of the documentation relating to the General Shareholders Meeting from the date of
publication of the notice convening the meeting.
SEVENTH ITEM ON THE AGENDA Approval of the remuneration policy for directors for the 2026 financial year in accordance with the provisions of Article 529 novodecies of the Spanish Companies Act.RESOLUTION
In accordance with the provisions of Article 529 novodecies of the Spanish Companies Act, to approve the remuneration policy for the directors of Talgo for financial year 2026, agreed by the Board of Directors on 23 April 2026, on the basis of the supporting report issued by the Appointments and Remuneration Committee, the full text of which was made available to shareholders together with the rest of the documentation relating to the General Shareholders Meeting from the date of publication of the notice convening the meeting.
EIGHTH ITEM ON THE AGENDA Approval of the remuneration of the directors for the 2026 financial year.RESOLUTION
To approve the setting of the maximum amount of such remuneration for the year 2026, for all directors, in respect of all remuneration items (excluding expenses incurred in the performance of their duties) at the sum of ONE MILLION TWO HUNDRED THOUSAND EUROS (€ 1,200,000).
NINTH ITEM ON THE AGENDA 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.RESOLUTION
To approve the re-election of Deloitte Auditores, S.L. as the auditor of Talgo and its consolidated group to carry out the audit for the 2026 financial year, authorising the Board of Directors, with express authority to appoint a replacement, to enter into the corresponding service agreement, with such terms and conditions as it deems appropriate, and to make any relevant amendments thereto in accordance with the legislation in force at any given time. This resolution is adopted on the proposal of the Board of Directors and following a proposal, in turn, from the Audit Committee. Deloitte Auditores, S.L. has its registered office in Madrid, at Plaza Pablo Ruiz Picasso, 1, Edificio Torre Picasso, 28020, and its tax identification number
is B-79104469.
It is registered in the Madrid Commercial Register, on folio 188, volume 6,350, Section 8, page M-544414, entry 96, and in the Official Register of Auditors (ROAC) under number S0692.
TENTH ITEM ON THE AGENDA 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.RESOLUTION
To jointly empower the Board of Directors, the Chairman or the Chief Executive Officer and the Secretary of the Board of Directors so that any one of them, acting alone and with all necessary authority, may implement the resolutions adopted by this General Meeting of Shareholders, and for this purpose:
Elaborate upon, clarify, specify, interpret, supplement and rectify them.
Carry out whatever legal acts or transactions are necessary or expedient to implement the resolutions, execute whatever public or private documents are deemed necessary or expedient for their full effectiveness, and rectify any omissions, defects or errors, whether of substance or form, that might prevent their registration in the Commercial Register.
Determine all other necessary circumstances, adopting and implementing the necessary resolutions, publishing the notices and providing the relevant guarantees for the purposes provided for by law, as well as formalising the necessary documents and completing whatever formalities may be appropriate, proceeding to comply with whatever requirements are necessary in accordance with the law for the full implementation of what has been agreed by this General Meeting of Shareholders.