Report on the Policy on the Remuneration of the Directors 2025

23 April 2026

1. Introduction:

   This Report has been prepared by the Appointments and Remuneration Committee of TALGO,

   S.A. (hereinafter, the "Company" or "Talgo", interchangeably), in accordance with Article 529-novodecies of the Companies Act (hereinafter the "LSC"), which stipulates that the Directors' Remuneration Policy shall be approved by the General Meeting of Shareholders for application over a maximum period of three financial years and that the Board of Directors' proposal for the Remuneration Policy must be substantiated and accompanied by a specific report from the Appointments and Remuneration Committee.

   In this regard, the purpose of this Report is to explain the criteria on which the Committee bases its proposal to the Board regarding the Remuneration Policy for Directors of TALGO,

   S.A. for the 2026 financial year (hereinafter, the "2026 Remuneration Policy"), which will be submitted, where applicable, as a separate item on the agenda, for approval by the Ordinary General Meeting of Shareholders to be held on 2 June 2026 on first call or, if the necessary quorum is not reached, on second call, on 3 June 2026.

   Furthermore, and in accordance with Article 541 of the LSC, the Annual Report on Directors' Remuneration for the 2025 financial year shall be submitted, in an advisory capacity, to the General Meeting of Shareholders as a separate item on the agenda.

2. Appointments and Remuneration Committee: composition and functions in relation to the remuneration of Directors and senior executives

   Composition:

   The Appointments and Remuneration Committee is composed of a majority of independent directors, which ensures its autonomy and freedom of judgement in the exercise of its functions of proposing and reporting on key decisions within its remit, all in accordance with the provisions of Article 529 quindecies of the LSC. All members of the Committee possess experience and knowledge commensurate with its remit.

   As at the date of this Report, the Appointments and Remuneration Committee comprises three Non-Executive Directors, two of whom are Independent Directors, and the Non-Director Company Secretary.

   Position	Members	Date of Appointment	Role
   Chair	Ms. Aránzazu Estefanía Larrañaga	03/02/2026	External Independent
   Member	Mr. Tomás Olano Uscola	04/02/2026	Independent External Member

   Member	Ms. Maite Echarri López	03/02/2026	External Member
   Secretary	Mr. Francisco Javier Gómez Domínguez	03/02/2026	Secretary Non-Director

   Responsibilities regarding the remuneration of Directors and Senior Executives:

   The Appointments and Remuneration Committee is responsible for the appointment and removal of Directors and Senior Executives, as well as for determining their remuneration.

   In accordance with the Articles of Association and the Company's Board of Directors' Regulations, the Appointments and Remuneration Committee is entrusted, in relation to remuneration, with the following functions, amongst others:

   1. To report on proposals for the appointment and removal of senior executives and the basic terms of their contracts.

   2. To propose to the Board of Directors the remuneration policy for Directors and managing directors or those performing senior management functions under the direct authority of the Board of Directors, the Executive Committee or the Chief Executive Officer, as well as the individual remuneration and other contractual terms of Executive Directors, ensuring compliance therewith.

   3. Ensuring compliance with the remuneration policy established by the Company.

   4. To report on incentive schemes.

   5. To conduct an annual review of the remuneration policy for Directors and senior executives.

   6. To prepare the annual corporate governance report and the annual report on

      Directors' remuneration.

   7. With regard to transactions with related parties or those that may involve conflicts of interest, to report on and take decisions regarding their approval or rejection, as well as to request any reports from independent experts that may be required for the assessment of such transactions.

3. Description and justification of the 2026 Remuneration Policy reported by the Appointments and Remuneration Committee for submission to the General Meeting

   The 2026 Remuneration Policy responds to the new reality of Talgo's Board of Directors, whose current composition consists exclusively of external directors - shareholder-appointed and independent - with no executive directors.

   The 2026 Remuneration Policy, subject to prior approval by the Board of Directors scheduled for 23 April 2026, will be submitted to the Ordinary General Meeting of Shareholders in order

   to provide clear, transparent and detailed information on directors' remuneration, in line with the content already published in the Annual Report on Directors' Remuneration for the 2025 financial year.

   In particular, as a demonstration of Talgo's commitment to transparency, the Annual Report on Directors' Remuneration includes a final section that seeks to set out, clearly and systematically, the maximum total amount of the annual remuneration for all directors, as well as a comparison with the proposal to be submitted to the General Meeting, so that shareholders have all the information at their disposal when deciding how to vote.

   The 2026 Remuneration Policy is designed to promote the Company's long-term profitability and sustainability and to incorporate the necessary safeguards to prevent excessive risk-taking and the rewarding of unfavourable results.

   In accordance with Article 217.4 of the Companies Act, which stipulates that directors' remuneration must in all cases be reasonably proportionate to the Company's size, its financial position at any given time and the market standards of comparable companies, directors' remuneration is reviewed or updated periodically. It is precisely within this framework, and as an expression of the Company's commitment to responsible governance in line with its corporate reality, that this 2026 Remuneration Policy will be submitted to the General Meeting of Shareholders; this policy adapts the remuneration system to the new structure and composition of the Board of Directors, faithfully reflecting the Company's current circumstances.

   Furthermore, in the design and proposed amendments to the remuneration system in force at any given time, the Board, following a report or proposal from the Appointments and Remuneration Committee, shall ensure that remuneration is based on the principles of balance, proportionality to actual time spent, and alignment with the long-term strategies and interests of Talgo and its shareholders. Such remuneration aims to attract, retain and motivate individuals with the appropriate profile to perform the duties inherent in the role of Director of a company with the characteristics and particularities of Talgo, taking into account their responsibilities, best practices in remuneration, the conclusions of comparative analyses carried out by specialist external consultants and the results achieved by the Company.

   The 2026 Remuneration Policy covers the following aspects:

   1. It complies with the remuneration system provided for in the Articles of Association.

   2. The remuneration of directors, in their capacity as such, shall consist of a fixed annual allowance to be determined by the General Meeting and, in the absence of an express decision by the latter, shall be the same as for the previous year, increased in line with the Consumer Price Index or any index that may replace it.

   3. Given that the Board of Directors, in its new composition, consists exclusively of external directors - both executive and independent - the executive directors will receive the same fixed remuneration as the independent directors. The Board of Directors and the Appointments and Remuneration Committee shall take all measures within their power to ensure that the

      remuneration of External Directors is sufficient to compensate for the dedication, qualifications and responsibility required by the position, but not so high as to compromise their independence.

   4. Remuneration policies must incorporate the necessary technical safeguards to ensure that such remuneration is linked to the professional performance of the beneficiaries and does not derive simply from general market trends, the Company's sector of activity or other similar circumstances.

   5. Independent and controlling Directors are entitled to receive additional remuneration when they are members of an advisory committee. Furthermore, they are allocated a fixed annual remuneration when they are, in turn, chairmen of an advisory committee.

   6. The position of Chairman of the Board of Directors shall carry specific remuneration, taking into account the duties, commitment and additional responsibilities that such a position entails.

   7. Coordinating independent directors are entitled to a fixed annual remuneration. However, given the current composition of the Board, which has no executive directors, this provision will have no practical application for as long as this structure remains in place.

This remuneration scheme is set out in the following amounts:

The 2026 Remuneration Policy has been designed and based on studies and analyses carried out by the Board of Directors and the Appointments and Remuneration Committee, taking into account the size of the company, the market, prudence and with a view to both industrial and financial objectives. The Appointments and Remuneration Committee is advised by an independent firm in developing these policies.

The Board of Directors meeting scheduled for 23 April 2026, upon the recommendation of the Appointments and Remuneration Committee , will examine the contents of this Report and, should it so decide, will propose to the Annual General Meeting of Shareholders scheduled for 2 June 2026 at the first call or, if the necessary quorum is not reached, at the second meeting, on 3 June 2026, the approval of this 2026 Remuneration Policy. Any amendment or replacement of the policy during this period shall require the prior approval of the General Meeting of Shareholders in accordance with the provisions of current legislation.

In view of the above, the Appointments and Remuneration Committee has concluded that the 2026 Remuneration Policy complies with regulations, recommendations, the supervisory framework and best practice, adhering to the principles of good governance and transparency; ultimately, it enables the Company to have an appropriate remuneration policy that is aligned with the interests of shareholders and ensures prudent risk management.

Consequently, the Appointments and Remuneration Committee issues this explanatory report so that, should the Board of Directors so decide, it may be presented together with the proposed 2026 Remuneration Policy at the next Ordinary General Meeting of Shareholders to be held on 2 June 2026 on first call or, should the necessary quorum not be reached, on second call, the following day, 3 June 2026.