Talgo S A : Corporate Governance reports 2022

ANNUAL CORPORATE GOVERNANCE

REPORT FOR PUBLIC AND LISTED

COMPANIES

THE ISSUER'S IDENTIFICATION DETAILS

Reference year end date:	31/12/2022
TAX ID:	A84453075

Corporate name:

TALGO, S.A.

Registered address:

PASEO DEL TREN TALGO, 2 (LAS MATAS) MADRID - SPAIN

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ANNUAL CORPORATE GOVERNANCE

REPORT FOR PUBLIC AND LISTED

COMPANIES

1. OWNERSHIP STRUCTURE

A.1. Complete the following table on the share capital and assigned voting rights, including, if applicable, those corresponding to shares with loyalty voting rights, at year-end:

Indique si los estatutos de la sociedad contienen la previsión de voto doble por lealtad:
[	]	Sí
[ √ ]	No
Last modification date	Share capital (€)	Number of shares	No. of voting rights
	29/03/2022		37,156,169.93	123,442,425	123,442,425
Indique si existen distintas clases de acciones con diferentes derechos asociados:
[	]	Sí
[√ ]	No

A.2. List the direct and indirect holders of significant shareholdings at year-end, including directors with significant holdings:

Name or corporate		% voting rights attributed to the shares	% voting rights through financial			Total percentage of
name of the							instruments
								voting rights
shareholder		Direct		Indirect	Direct		Indirect
PEGASO
TRANSPORTATION		40.03		0.00			0.00		0.00	40.03
INTERNATIONAL SCA
SANTA LUCIA S.A.
COMPAÑIA DE		4.91		0.00			0.00		0.00	4.91
SEGUROS Y
REASEGUROS
TORRBLAS, S.L		5.04		0.00			0.00		0.00	5.04
Detail of indirect participation:
Name or corporate name	Name or corporate name	% voting rights attributed		% voting rights through
of indirect shareholder	of direct shareholder	to the shares		financial instruments		Total percentage of voting
											rights
No data available

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ANNUAL CORPORATE GOVERNANCE

REPORT FOR PUBLIC AND LISTED

COMPANIES

Indicate the most significant movements in the ownership structure during the year:

A.3. Detail, regardless of the percentage, shareholdings at year-end by members of the board of directors holding voting rights attributed to company shares, or through financial instruments, excluding the board members identified in Section A.2, above:

							Of the total % of voting
							rights attributed to shares,
							indicate, if applicable, the
	% voting rights attributed				% of additional votes
	% voting rights through		attributed to loyalty voting
Name or corporate name of	to shares (including loyalty	Total percentage of
financial instruments	shares.
director	votes)		voting rights
	Direct		Indirect	Direct	Indirect		Direct	Indirect
PEGASO
TRANSPORTATION	40.03		0.00	0.00	0.00	40.03	0.00	0.00
INTERNATIONAL SCA
MR. CARLOS DE	0.91		0.00	0.00	0.00	0.91	0.00	0.00
PALACIO Y ORIOL
MR. JOSÉ MARÍA DE	1.42		0.00	0.00	0.00	1.42	0.00	0.00
ORIOL FABRA
MR. FRANCISCO JAVIER	0.15		0.00	0.00	0.00	0.15	0.00	0.00
BAÑON TREVIÑO
MR. ANTONIO OPORTO
DEL OLMO	0.00		0.00	0.00	0.00	0.00	0.00	0.00

% total voting rights held by members of the board of directors

42.51

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ANNUAL CORPORATE GOVERNANCE

REPORT FOR PUBLIC AND LISTED

COMPANIES

Detail of indirect participation:

					Of the total % of
					voting rights
					attributed to shares,
		% voting rights			indicate, if applicable,
Name or	Name or corporate	% voting rights		the % of additional
attributed to shares	Total percentage of
corporate name of	name of direct	through financial	votes attributed to
(including loyalty	voting rights
director	shareholder	instruments	loyalty voting shares.
votes)
No data available

Detail the total percentage of voting rights represented on the board:

% total voting rights represented on the board of directors

0.00

A.4. Indicate, if applicable, the relationships of a family, commercial, contractual or corporate nature that exist among the holders of significant shareholdings, insofar as they are known by the company, unless they are scarcely relevant or derive from ordinary business or commercial traffic, except those reported in Section A.6:

Name or corporate name of related body	Type of relationship	Brief description
No data available

A.5. Indicate, if applicable, the relationships of a commercial, contractual or corporate nature that exist among the holders of significant shareholdings, insofar as they are known by the company, unless they are scarcely relevant or derive from ordinary business or commercial traffic:

Name or corporate name of related body	Type of relationship	Brief description
No data available

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ANNUAL CORPORATE GOVERNANCE

REPORT FOR PUBLIC AND LISTED

COMPANIES

A.6. Describe the relationships, unless they are scarcely relevant for the two parties, that exist between the significant shareholders or those represented on the Board and the directors, or their representatives, in the case of legal entity administrators.

Explain, where appropriate, how significant shareholders are represented. Specifically, those directors who have been appointed on behalf of significant shareholders, those whose appointment would have been promoted by significant shareholders, or who are linked to significant shareholders and/or entities of their group will be stated, with a specification of the nature of such relationships. In particular, mention shall be made, where appropriate, of the existence, identity and position of Board Members, or representatives of directors, of the listed company, who are, in turn, members of the administrative body, or their representatives, in companies that hold significant stakes in the listed company or in entities of the group of such significant shareholders:

		Corporate name of the company
Name or corporate name of the	Name or corporate name of the	of the significant shareholder's	Description relationship /
position
director or representative, linked	significant shareholder, linked	group
			Mr. Bañón is the natural person
			representative of Pegaso
			Transportation International
			SCA., significant shareholder of
MR. FRANCISCO JAVIER	PEGASO	PEGASO	Talgo S.A. In turn, Mr. Bañón is
TRANSPORTATION	a member of the Board of
BAÑON TREVIÑO	TRANSPORTATION S.A.R.L.
INTERNATIONAL SCA	Directors of Pegaso
			Transportation S.A.R.L., which
			controls 100% of the voting
			rights of Pegaso Transportation
			International SCA.
			Nueva Compañía de
			Inversiones, S.A. is a Director
			representing Pegaso
			Transportation International,
NUEVA COMPAÑÍA DE	PEGASO	PEGASO	SCA, a significant shareholder of
TRANSPORTATION	TRANSPORTATION	Talgo, S.A. Nueva Compañía de
INVERSIONES S.A.
INTERNATIONAL SCA	INTERNATIONAL SCA	Inversiones, S.A is, in turn, a
			shareholder of Pegaso
			Transportation SCA, through the
			company Torreal Sociedad de
			Capital Riesgo, S.A.

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