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Exhibit 99.2

Ferroglobe PLC

Annual Report and Accounts 2024

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Company Registration No. 09425113

Ferroglobe PLC

Annual Report and Accounts

Year ended 31 December 2024

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Ferroglobe PLC

Annual Report and Accounts 2024

Contents

	GLOSSARY AND DEFINITIONS					3
	OFFICERS AND PROFESSIONALS ADVISERS					6
	INTRODUCTION					7
	CHAIRMAN’S LETTER TO SHAREHOLDERS					8
	STRATEGIC REPORT					10
	DIRECTORS’ REPORT					28
	THE BOARD OF DIRECTORS					33
	DIRECTORS’ REMUNERATION REPORT					39
	INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERROGLOBE PLC					69
	CONSOLIDATED FINANCIAL STATEMENTS					78
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS					84
	PARENT COMPANY BALANCE SHEET					164
	PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR 2024 AND 2023					165
	NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023					166
	Appendix 1 – Non-IFRS financial metrics (unaudited)					173

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FERROGLOBE PLC

GLOSSARY AND DEFINITIONS

Unless the context requires otherwise, the following definitions apply throughout this U.K. Annual Report and Accounts (including the Appendix, save as set out below):

	“2024”			the financial year ended 31 December 2024;
	“2023”			the financial year ended 31 December 2023;
	“2025 AGM”			the Annual General Meeting of the Company, to be held in 2025;
	“2024 Form 20-F”			the Company’s Form 20-F for the fiscal year ended 31 December 2024;
	“ABL Revolver”			the credit agreement, dated as of 30 June 2022, between Ferroglobe subsidiaries Ferroglobe USA, Inc, and QSIP Canada ULC, as borrowers, for a Credit and Security Agreement for a $100 million North American asset-based revolving credit facility, with Bank of Montreal, as lender;
	“Adjusted EBITDA”			earnings before interest, tax, depreciation and amortisation, adjusted in accordance with the Company’s adjustments announced as part of its earnings reports. Alternative Performance Measures are reconciled at Appendix 1;
	“Alternative Performance Measures”			the non-IFRS financial metrics reconciled at Appendix 1;
	“Aon”			Aon Plc;
	“ARA”			this annual report and accounts for the financial year ended 31 December 2024;
	“Articles”			the Articles of Association of the Company, from time to time;
	“Auditor”			KPMG LLP, the Company’s independent U.K. statutory auditor;
	“Board”			the Company’s board of directors;
	“Business Combination”			the business combination of Globe and FerroAtlántica as the Company’s wholly owned subsidiaries on 23 December 2015;
	“Business Combination Agreement”			the definitive transaction agreement entered into on 23 February 2015 (as amended and restated on 5 May 2015) by, among others, the Company, Grupo VM, FerroAtlántica and Globe;
	“Capital”			net debt plus total equity. Alternative Performance Measures are reconciled at Appendix 1;
	“CEO”, “Chief Executive Officer” or “Chief Executive”			the Chief Executive Officer of the Company, or where the context requires, of the relevant company or organization;

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	“Companies Act”			the U.K. Companies Act 2006;
	“Company” or “Ferroglobe”			Ferroglobe PLC, a company incorporated in England and Wales with registered number 09425113 and whose registered office is at The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF or, where the context requires, the Group;
	“Consolidated Financial Statements”			(save in the supplemental attachment when it will have the meaning given below) these consolidated financial statements for the financial year ended 31 December 2024;
	“Compensation Committee”			the compensation committee of the Company;
	“EBITDA”			earnings before interest, tax, depreciation and amortisation;
	“EIP”			the Ferroglobe PLC Equity Incentive Plan, adopted by the Board on 29 May 2016 and approved by shareholders on 29 June 2016;
	“EU”			the European Union;
	“Exchange Act”			the U.S. Securities Exchange Act of 1934 (as amended);
	“Executive Chairman”			the executive chairman of the Company;
	“Executive Directors” or “Executives”			the executive directors of the Company;
	“Ferroglobe Spain Metals” or “Predecessor”			Ferroglobe Spain Metals a joint stock company organised under the laws of Spain, including (where the context so requires), its subsidiaries and subsidiary undertakings;
	“Free cash-flow”			operating cash-flow less intangible assets and property, plant and equipment cash flows. Alternative Performance Measures are reconciled at Appendix 1;
	“Ferroglobe USA” or “Globe” or “GSM”			Ferroglobe USA, a Delaware corporation, including (whether the context requires) its subsidiaries and subsidiary undertakings;
	“Group”			the Company and its subsidiaries;
	“Grupo VM”			Grupo Villar Mir, S.A.U.;
	“IASB”			International Accounting Standards Board;
	“IFRS”			International Financial Reporting Standards;
	“KPI”			key performance indicator;
	“NASDAQ”			the NASDAQ Global Select Market;
	“NASDAQ Rules”			the NASDAQ Stock Market Rules;

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	“Net debt”			bank borrowings (excluding factoring programs), debt instruments, and other financial liabilities, less cash and cash equivalents. Alternative Performance Measures are reconciled at Appendix 1;
	“Non-Executive Directors” or “NEDs”			the non-executive directors of the Company;
	“Reinstated Senior Notes”			refer to the notes issued in exchange of 98.588% of the 9.375% Senior Notes due 2022 issued by Ferroglobe Finance Company PLC and Globe due December 2025;
	“Ordinary Shares”			the ordinary shares of $0.01 each in the capital of the Company;
	“Policy”			the directors’ remuneration policy in force from time to time;
	“SHA”			the amended and restated shareholders agreement between Group VM and the Company dated 22 November 2017, as amended on 23 January 2018, 13 May 2021 and 29 July 2021;
	“SEC”			the U.S. Securities and Exchange Commission;
	“SOX”			the U.S. Sarbanes-Oxley Act of 2002;
	“Subactivity”			incremental cost incurred at the plants in special circumstances, such as unscheduled shutdowns due to an unexpected breakdown that needs to be repaired, and idling facilities/mothball;
	“U.K.”			the United Kingdom of Great Britain and Northern Ireland;
	“U.S.”			the United States of America;
	“Working capital”			inventories and trade and other receivables, less trade and other payables. Alternative Performance Measures are reconciled at Appendix 1;
	“$”			U.S. dollars.
	“€”			Euro.
	“£”			Pound sterling.
	In the separate attachment hereto only (and for the avoidance of doubt, not in the remainder of this U.K. Annual Report and Accounts), the following phrase has the meaning given below:
	“Consolidated Financial Statements”			the audited consolidated financial statements of Ferroglobe and its subsidiaries as of 31 December 2024, 2023 and 2022 and for each of the years ended 31 December 2024, 2023 and 2022, including the related notes thereto, prepared in accordance with IFRS, as filed on SEC Form 20-F.

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FERROGLOBE PLC

U.K Annual Report and Accounts 2024

OFFICERS AND PROFESSIONAL ADVISERS

Directors

Javier López Madrid
Marta Amusategui
Rafael Barrilero Yarnoz
Bruce Crockett
Stuart Eizenstat
Marco Levi
Nicolas de Santis
Manuel Garrido y Ruano
Belén Villalonga
Juan Villar-Mir de Fuentes
Silvia Villar-Mir de Fuentes

Company Secretary

Thomas Wiesner

Registered Address

The Scalpel
18th Floor
52 Lime Street
London
EC3M 7AF

Auditor

KPMG LLP
Statutory Auditor
15 Canada Square
E14 5GL London

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FERROGLOBE PLC

INTRODUCTION

Ferroglobe PLC is a public limited company incorporated under the laws of England and Wales under Company Number: 09425113. Ferroglobe PLC and subsidiaries (the “Company” or “Ferroglobe”) is among the world’s largest producers of silicon metal and silicon-based alloys, important ingredients in a variety of industrial and consumer products. The Company’s customers include major silicone chemical, aluminum and steel manufacturers, auto companies and their suppliers, ductile iron foundries, manufacturers of photovoltaic solar cells and computer chips, and concrete producers.

The Company was incorporated in 2015 and its Ordinary Shares are listed for trading on the NASDAQ in U.S. dollars under the symbol “GSM”.

The Company is subject to disclosure obligations in the U.S. and the U.K. While some of these disclosure requirements overlap or are otherwise similar, some differ and require distinct disclosures. Pursuant to the requirements of the Companies Act, this document includes our directors’ strategic report, directors’ report, remuneration report and required financial information (including our statutory accounts and statutory auditor’s report for the reporting period commencing 1 January 2024 and ending 31 December 2024), which together comprise our U.K. annual reports and accounts for the period ended 31 December 2024 (the “U.K. Annual Report and Accounts”).

We are also subject to the information and reporting requirements of the Exchange Act, regulations and other guidance issued by the SEC and the NASDAQ listing standards applicable to foreign private issuers. In accordance with the Exchange Act, we are required to file annual and periodic reports and other information with the SEC, including, without limitation, our 2024 Form 20-F. Certain other announcements made by the Company are furnished to the SEC on Form 6-K. Our status as a foreign private issuer requires the Company to comply with various corporate governance practices under SOX, as well as related rules implemented by the SEC. In addition, NASDAQ Rules permit foreign private issuers to follow home country practice in lieu of the NASDAQ corporate governance standards, subject to certain exemptions and except to the extent that such exemptions would be contrary to U.S. federal securities law.

We have provided as a separate attachment to the U.K. Annual Report and Accounts extracts from the 2024 Form 20-F to assist shareholders in assessing the Group’s performance and results. Investors may obtain the full 2024 Form 20-F, without charge, from the SEC at the SEC’s website at www.sec.gov or from our website at www.ferroglobe.com. Unless expressly stated otherwise, the information on our website is not part of this U.K. Annual Report and is not incorporated by reference herein.

The capitalized terms used throughout the U.K. Annual Report and Accounts are defined in the Glossary and Definitions section of this U.K. Annual Report unless otherwise indicated. In the following text, the terms “we,” “our,” “the Company”, “our Company” and “us” may refer, as the context requires, to Ferroglobe or collectively to Ferroglobe and its subsidiaries. Throughout the U.K. Annual Report, rounding has been applied and numbers given and totals aggregated may differ in consequence.

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CHAIRMAN’S LETTER TO SHAREHOLDERS

Dear Fellow Shareholders,

Before reflecting on our performance and accomplishments in 2024, I want to begin by expressing my sincere gratitude to everyone who contributed to Ferroglobe’s success. This past year was marked by both challenges and breakthroughs—and it is with great pride that I reflect on the resilience, innovation, and dedication that defined 2024.

First and foremost, I want to thank our employees. Your unwavering commitment, creativity, and adaptability have been the cornerstone of our progress. You faced uncertainty with resolve and embraced change with determination. It is your passion and excellence that continue to drive Ferroglobe forward, and I am deeply grateful for your contribution.

To our customers, thank you for your continued trust. We remain committed on delivering outstanding service and building strong lasting relationships. Your loyalty motivates us to continuously improve and exceed your expectations.

We are also grateful to our partners, suppliers and shareholders. Your collaboration, support, and shared vision have played a vital role in our success. Together, we are building a stronger, more resilient company, and look forward to deepening these partnerships in the years ahead.

2024 PERFORMANCE

Despite a difficult market environment, with declining prices and subdued demand, Ferroglobe once again demonstrated the strength of its strategic foundation. Thanks to the disciplined execution of our long-term plan, we had another successful year.

For the full year, consolidated revenue was essentially unchanged at $1,644 million. Adjusted EBITDA declined from $315 million in 2023 to $154 million in 2024, and consolidated operating profit contracted from $197 million in 2023 contracted to $38 million in 2024, largely due to softer pricing, lower volumes and market conditions, resulting in lower prices and volumes, and higher costs.

Despite this challenging environment, we generated strong consolidated operating cash flow of $243 million and free cash flow of $164 million, clear evidence of our operational agility, prudent financial management, and global footprint that enabled us to execute effectively.

Additional details on the Company’s key performance indicators can be found on page 173.

STRENGTHENING OUR BALANCE SHEET

Since 2021, Ferroglobe has reduced gross debt by $419 million, bringing the total to just $94 million as of year-end 2024. A significant milestone was the full redemption of our remaining $150 million in senior secured notes in February 2024.

Our strong cash flow enabled us to initiate a capital return program, starting with a quarterly dividend of $0.013 per share in March 2024. We also began a share repurchase program in the third quarter of 2024. By the end of the first quarter of 2025, we had repurchased 1.3 million shares at an average price of $3.89.

We ended the year with $133 million in cash and equivalents, a net cash position, and access to an undrawn $100 million asset-based revolving credit facility with the Bank of Montreal. This covenant-light facility provides ample flexibility to execute our strategic plan.

DELIVERING ON ESG

Our commitment to innovation, sustainability, and community engagement remains a core pillar of Ferroglobe’s identity. Since beginning our ESG journey three years ago, we have made substantial progress in advancing transparency and sustainable practices.

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In our third annual Global ESG Report, we announced a goal to reduce combined Scope 1 and 2 emissions by at least 26% by 2030, relative to our 2020 baseline. A significant step in this direction is the Vagalume project—a biocarbon plant at our Sabón facility in Spain. Once operational in 2026, the plant is expected to cut CO₂ emissions associated with silicon production by 58%.

Our ESG strategy is anchored in four key pillars:

•

Strengthening our governance framework;

•

Engaging honestly and constructively with our people and the communities where we operate;

•

Embedding sustainability throughout our value chain; and

•

Minimizing our environmental footprint in support of sustainable development.

While we have made excellent strides in the past three years, we continue to seek additional opportunities to improve our ESG performance further.

LOOKING AHEAD

2025 began with ongoing challenges, particularly in global trade, but we are well-positioned to navigate them. As a local producer in North America and Europe, Ferroglobe is beginning to see the benefits of U.S. ferrosilicon antidumping and countervailing duties, reflected in recent price improvements. In the European Union, the safeguard case covering silicon metal, silicon- and manganese-based alloys is progressing well, with a preliminary decision expected in June.

Looking ahead, Ferroglobe stands to benefit from not only trade protections but also broader structural trends. As solar energy adoption grows and electric vehicles increasingly rely on advanced silicon-based batteries, our global capabilities and deep expertise position us to play a pivotal role in the energy transition

In closing, on behalf of our board of directors, I would like to thank you once again for your support and dedication. Together, we have achieved great milestones, and I am excited about what the future holds for Ferroglobe. Let us continue to work hand in hand to create even more value for our shareholders and all our stakeholders.

Javier López Madrid

Executive Chairman

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STRATEGIC REPORT

This strategic report for the financial year to 31 December 2024 has been prepared in compliance with Section 414C of the Companies Act to provide an overview of the Group’s business and strategy. It contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

For a supplementary description of our business (including our model, strategy and competitive strengths), risks associated with our business and our results of operations, see the following sections of the 2024 Form 20-F: Part I, Item 3, Section D, Risk factors; Item 4, Information on the Company; Item 5, Operating and Financial Review and Prospects; Item 7, Major Shareholders and Related Party Transactions and Item 11, Quantitative and Qualitative Disclosures About Market Risk. These sections are set out in a separate attachment to this U.K. Annual Report.

NATURE OF THE BUSINESS

Through its operating subsidiaries, Ferroglobe is one of the world’s largest producers of silicon metal, silicon-based alloys and manganese-based alloys. Additionally, Ferroglobe currently has quartz mining activities in Spain, the United States, Canada, and South Africa, low-ash metallurgical quality coal mining activities in the United States, and interests in hydroelectric power in France. Ferroglobe controls a meaningful portion of many of its raw materials and captures, recycles and sells most of the by-products generated in its production processes.

We sell our products to a diverse base of customers worldwide, in a varied range of industries. These industries include aluminum, silicone compounds used in the chemical industry, ductile iron, automotive parts, renewable energy, photovoltaic (solar) cells, electronic semiconductors and steel, all of which are key elements in the manufacturing of a wide range of industrial and consumer products.

We are able to supply our customers with the broadest range of specialty metals and alloys in the industry from our production centers in North America, Europe, South America, Africa and Asia. Our broad manufacturing platform and flexible capabilities allow us to optimize production and focus on products most likely to enhance profitability, including the production of customized solutions and high purity metals to meet specific customer requirements. We also benefit from low operating costs, resulting from our ownership of sources of critical raw materials and the flexibility derived from our ability to alternate production at certain of our furnaces between silicon metal and silicon-based alloy products.

BUSINESS MODEL AND STRATEGY

As part of the strategy for delivering the objectives of the Company, the Group develops new products or new specifications on a continual basis. As a consequence of these efforts, investments may be made in facilities that allow the production of new products, such as higher-grade silicon metal, solar grade silicon metal or new foundry products.

In 2020 we conducted a deep and broad evaluation of our Company with the goal of designing a strategic plan focused on bolstering the long-term competitiveness of the business and returning the Company to profitability by fundamentally changing the way we operate, both operationally and financially. The multi-year turnaround plan we developed impacts all the functional areas of our Company as we seek to drive changes that ensure competitiveness throughout the cycle. Since 2022, the Company has successfully been delivering on its strategic EBITDA improvement projects, yielding positive EBITDA of $127,209 thousand, $262,921 thousand and $732,111 thousand, for the years ended 31 December 2024, 2023 and 2022, respectively. These consecutive positive results reflect the Company’s turnaround and commitment to executing on its strategic plan, which is driven by the following key areas:

•

Footprint optimization: One of the Company’s core advantages is our large and diverse production platform. While our asset footprint provides flexibility, at times we are restricted in our ability to

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quickly adapt to changing market conditions due to inherent constraints in curtailing capacity, particularly for shorter durations. Going forward, our goal is to ensure that the operating platform is more flexible and modular so that shifts in production, based on needs and relative costs, are incorporated swiftly. Through this value creation driver we aim to shift our capacity footprint by optimizing production to the most competitive assets.

•

Continuous plant efficiency: We will continue to build on the success of our existing key technical metrics (“KTM”) program, which consists of specific initiatives aimed at enhancing our process, minimizing waste, and improving the overall efficiency to drive down costs. The Company maintains a pipeline of initiatives developed through the sharing of best practices among our numerous sites and through new improvements identified by our research and development team. Moreover, we have implemented developing tools to track our key performance indicators in an ongoing effort to improve furnace level performance.

•

Commercial excellence: We have implemented commercial best practices to maximize profitable revenue, aiming at improving and reinforcing our pricing, account management, salesforce effectiveness, and product portfolio and customer focus. We have strengthened our customer relationships by developing a target portfolio prioritization, re-designing our commercial coverage and operating model, and structuring our account planning, with the definition of clear objectives for each of our customers and a sustained focus on long-term partnership building. We have implemented a range of digitally-enabled tools and processes across the entire commercial function, bringing our team’s performance to the next level. Through our new customer relationship management tool, we have reinforced our account management and front-line effectiveness, as well as our customer service and quality management. On pricing, we have redesigned our governance process and introduced new tools to maximize profitability and provide margin transparency for every sale. Furthermore, we have re-designed our product management function, empowering this role to create customer value and act as a consistent source of information and cross-functional coordination.

•

Centralized purchasing: We have adapted our operating model such that our key inputs are purchased centrally to support a culture centered on buying better and spending better. This will enable us to improve our tracking of needs, enhance our ability to schedule purchases and enable us to benefit from bulk purchases. Buying better is a supply-led effort focusing on price and volume allocation, negotiating prices and terms, managing price risks, pooling volumes and contracts, shifting volumes to best-price suppliers and leveraging procurement networks. Spending better is an operation-led effort to control demand, enforce compliance, reduce complexity, and perform value engineering to foster efficient spending. Through the principles of buying better and spending better, we aim to attain more than just cost reduction. Through the new organization, we seek to reduce supply chain risk, supporting continuous quality and service improvement, fostering better decision-making about suppliers and optimizing resource allocation.

•

Selling, general and administration expense reduction: During our corporate review, we identified significant opportunities for further cost improvement through permanent cost cutting at our plants and corporate centers. We aim to bolster the overall cost structure at various levels by tracking these costs vigorously and increasing accountability. Through this, we aim to create a culture focused on cost control and discipline for deploying best practices to drive sound spending decisions without compromising our overall performance.

•

Working capital improvement: We have substantially improved our net working capital by establishing targets and improving our supply chain processes. This will allow us to sustain competitive levels of working capital throughout the cycle. While we witnessed elevated working capital due to a slowdown in demand and margin compression, we have been taking measures to correct it and return to previous values.

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There is more information on the Group’s business, risks, key financials and organizational structure in Part I, Item 3, Item 4, Item 5 Information on the Company of the 2024 Form 20-F (as set out in the separate attachment to this U.K. Annual Report and not forming part of our financial statements). This, together with the information in this Strategic Report, and the Operating and Financial Review and Prospects section of the 2024 Form 20-F included in the separate attachment provides a fair review of the Company’s business and its development and performance during 2024

Principal risks and uncertainties

Key Risks

We operate in a highly competitive industry.

The silicon metal market and the silicon-based and manganese-based alloys markets are global, capital intensive and highly competitive. Our competitors may have greater financial resources, as well as other strategic advantages, to maintain, improve and possibly expand their facilities, and, as a result, they may be better positioned than we are to adapt to changes in the industry or the global economy. For example, in 2023, we experienced a material decrease in total shipments of manganese-based alloys due in part to lower-cost imports introducing higher pressure from Asia. Advantages that our competitors have over us from time to time, new entrants that increase competition in our industry, and increases in the use of substitutes for certain of our products could have a material adverse effect on our business, results of operations and financial condition.

Our business is particularly sensitive to increases in energy costs, which could materially increase our cost of production.

Electricity is generally one of our largest production components in terms of cost as a percentage of sales. The price of electricity is determined in the applicable domestic jurisdiction and is influenced both by supply and demand dynamics and by domestic regulations. Changes in local, regional, national and international energy policy or legislation, increased costs due to scarcity of energy supply, changing climate conditions, the termination or non-renewal of any of our power purchase contracts and other factors may affect the price of electricity supplied to our plants and adversely affect our results of operations and financial conditions. For example, increased demand for generation and transmission of energy from alternative and renewable energy sources, including as a result of governmental regulations or commitments to acquire energy from renewable energy sources, could increase the price of energy we purchase and therefore increase our cost of production.

Because electricity is indispensable to our operations and accounts for a material percentage of our production costs, we are particularly vulnerable to supply limitations and cost fluctuations in energy markets. For example, at certain plants, production must be modulated to reduce consumption of energy in peak hours or in seasons with higher energy prices to ensure that we maintain profitability. In general, high or volatile energy costs in the countries in which we operate could lead to erosion of margins and volumes, leading to a potential reduction in market share.

In France, as part of a contractual agreement with EDF, we have different electricity prices throughout the year based on demand. The price level is traditionally higher during winter months and drops significantly during the periods from April through October allowing optimization of annual power costs by operating during these more favorable periods. The Company also obtains specific benefits from its participation in the ARENH mechanism administered by the French Energy Regulatory Commission which allows alternative suppliers to purchase electricity generated by nuclear power plants under favorable conditions set by the public authorities. ARENH expires at the end of 2025 and a new contractual mechanism is anticipated to substitute it.

Furthermore, although we recorded a net benefit of $63,032 thousand in 2024 in relation to these programs ($186,211 thousand in 2023), future benefits recorded under this program in 2025 are expected to be lower than in 2024, and could turn into a net expense, due to declining French power prices.

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The electrical power for our U.S. and Canadian facilities is supplied mostly by American Electric Power Co., Alabama Power Co., Brookfield Renewable Partners L.P. and Hydro-Québec, and the Tennessee Valley Authority through dedicated lines. Our Alloy, West Virginia facility obtains approximately 50% of its power needs under a fixed price power purchase agreement with a nearby hydroelectric facility owned by a Brookfield affiliate, the contract with which is set to expire in 2025. Should the Company not be able to negotiate terms or find a new supplier at a competitive price or for the quantity of energy required to operate, we may incur material additional costs which could make operating the facility as we have historically unprofitable. Additionally, this facility is more than 70 years old and any breakdown could result in the Alloy facility having to purchase more grid power at higher rates.

Energy supply to our facilities in South Africa is provided by Eskom (State-owned power utility) through rates that are approved annually by the national power regulator (“NERSA”). These rates have been volatile, due to the instability of available supply and are likely to continue increasing. Also, NERSA applies certain revisions to rates based on cost variances for Eskom that are not within our control.

In Spain, power is purchased in a competitive wholesale market. Our facilities are obligated to pay access tariffs to the national grid and receive a credit for our efforts to act as electro-intensive consumers. The volatile nature of the wholesale market in Spain results in price uncertainty that can only be partially offset by long-term power purchase agreements. For example, we experienced a material decrease in sales revenue from manganese-based alloys in 2023 as shipments decreased due to production adjustments in Spain resulting in part from high price energy prices. Additionally, the interruptibility credits that we receive for the services provided to the grid are a major component of our power supply arrangements in Spain.

Our business benefits from antidumping and countervailing duty orders and laws that protect our products by imposing special duties on unfairly traded imports from certain countries. If these duties or laws change, certain foreign competitors might be able to compete more effectively.

Ferroglobe benefits from antidumping and countervailing duty orders and laws that protect its business and products by imposing special duties on unfairly traded imports from certain countries. See “Item 4.B.—Information on the Company—Business Overview—Regulatory Matters—Trade” for additional information.

These orders may be subject to revision, revocation or rescission at any time, including through periodic governmental reviews and proceedings. Current antidumping and countervailing duty orders thus (i) may not remain in effect and continue to be enforced from year to year, (ii) may change the covered products and countries under current orders, and (iii) may reassess duties.

Changes in any of these factors could adversely affect our business and profitability. Finally, at times, in filing trade actions, we arguably act against the interests of our customers. Certain of our customers may not continue to do business with us as a result.

Our business operations may be impacted by various types of claims, lawsuits, and other contingent obligations.

We are involved in various legal and regulatory proceedings including those that arise in the ordinary course of our business. We estimate such potential claims and contingent liabilities and, where appropriate, record provisions to address these contingent liabilities. The ultimate outcome of the legal matters currently pending against our Company is uncertain, and although such claims, lawsuits and other legal matters are not expected individually to have a material adverse effect, such matters in the aggregate could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we could, in the future, be subject to judgments or enter into settlements of lawsuits and claims that could have a material adverse effect on our results of operations in any particular period. While we maintain insurance coverage in respect of certain risks and liabilities, we may not be able to obtain such insurance on acceptable terms in the future, if at all, and any such insurance may not provide adequate coverage against such claims. See “Item 8.A.—Financial Information—Consolidated Statements and Other Financial Information—Legal proceedings” for additional information regarding legal proceedings to which we are party.

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Other risks and uncertainties

In addition to the key risks above, the Company is exposed to a number of risks which are monitored on an ongoing basis and which are summarized in the supplementary attachment. There is more information on the Group’s, risks, in Part I, Item 3 Key Information on the Company of the 2024 Form 20-F (as set out in the separate attachment to this U.K. Annual Report).

Internal control environment

We did not maintain an effective control environment to enable the identification and mitigation of the risk of the existence of potential material accounting errors. We have identified deficiencies in the principles associated with the control environment component of the COSO framework. There is more information on the Group’s controls and procedures in Part I, Item 15 Controls and Procedures of the 2024 Form 20F (as set out in the separate attachment to this U.K. Annual Report).

Key Performance Indicators (“KPIs”)

The Board considered that the most important KPIs during 2024 were those set out below. Certain of these KPIs will also be a core area of focus during 2024.

At the corporate level, the principal KPIs that we use for measuring the overall performance of our business are:

•

EBITDA

•

Adjusted EBITDA

•

Adjusted EBITDA margin

•

Working capital

•

Free cash-flow

•

Adjusted Gross Debt

•

Net Debt to Total Assets

•

Net Debt to Capital; and

•

Net Income.

Some of these measures are also part of our compensation structure for the key executives, as follows:

•

Adjusted EBITDA: EBITDA, adjusted in accordance with Company’s adjustments announced as part of its earnings reports.

•

Free cash-flow, which represents net cash provided by operating activities less payments for property, plant and equipment.

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The following table sets out the Company’s performance in respect of these financial and non-IFRS measures in 2024. Refer to Appendix 1 for reconciliation of these non-IFRS measures.

Adjusted EBITDA	Adjusted EBITDA	Working Capital	Free Cash-Flow
($m)		($m)	($m)
153.8	9.4%	460.8	164.1
(2023: 315.2)	(2023: 19.1)%	(2023: 510.7)	(2023: 91.9)

Reported
EBITDA

Net
Income

Adjusted Gross
Debt

Net Debt to
Total Assets

Net Debt to
Capital

($m)

127.2

20.8

106.0

-1.85%

-3.4%

(2023: 262.9)

(2023: 98.5)

(2023: 252.0)

(2023: 6.5)%

(2023: 11.6)%

In addition to these financial KPIs, there are a number of non-financial performance measures which the Company uses to gauge its success such as customer attrition, inventory rotation /obsolescence, benchmarks against competitors and others. Some of these are reflected in the annual bonus and equity plan objectives for senior management and are reviewed each year to ensure their continued relevance. In the financial year ended 31 December 2024, the annual bonus was subject to meeting certain financial conditions related to net cash flow and EBITDA. Further information on performance in respect of these performance measures is in the Directors Remuneration Report at page 39.

Details of the Group’s anti-bribery and corruption and environmental policies are below and details of its employment policies and greenhouse gas emissions are set out below and in the Directors’ Report.

Employees

As of 31 December 2024, the Group had:

•

9 directors, of whom 6 were male and 3 were female;

•

239 senior managers, of whom 176 were male and 63 were female; and

•

3,175 employees, of whom 2,806 were male and 369 were female.

Environment and other social matters

Ferroglobe is committed to conducting its business in compliance with all applicable laws and regulations in a manner that has the highest regard for human rights, the environment and the health and safety and well-being of employees and the general public. During the year under review the Group’s employees were each asked to re-confirm in writing their commitment to the Company’s Code of Conduct which emphasizes the Group’s commitment to the highest standards of integrity, ethical behavior, transparency, safety and corporate citizenship. The Code of Conduct incorporates the Group’s key policies on matters including whistleblowing, anti-bribery and corruption, environmental impacts, health and safety and respect in the workplace and the conduct of national and international trade.

Section 172 (1) Statement

This section of the U.K. Companies Act sets out matters to which directors of a U.K. company must have regard in discharging their duty to promote the success of the Company. The strategic report must include a statement which describes how the directors have had regard to those matters when performing their duties. The Board welcomes this opportunity to throw more light on its governance structures and on how input from its stakeholders has informed and shaped its decision-making. In 2024 the Board exercised all their duties with

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regard to these and other factors as they reviewed and considered proposals from senior management and governed the Company through the Board and its Committees.

The factors which the directors must take account of can be summarised as:

•

the likely consequences of any decision in the long term

•

taking account of the interests of the Company’s employees and fostering business relationships with customers, suppliers and other relevant stakeholders, such as regulatory bodies, governments and local authorities

•

the impact of operations on the community and the environment

•

maintaining a high standard of business conduct

•

acting fairly between its members

In order to take account of these factors, the Board must be informed of them. This takes place directly and indirectly, through collaborative working with management and direct and indirect feedback, as illustrated below. The Company’s internal control framework, including the Company’s Sarbanes Oxley controls, and the work of the Internal Audit team assists in providing assurance to the Board on the information made available to it.

The likely consequences of any decision in the long-term

The governance structures of the Company include delegation of certain responsibilities of the Board to its key Committees and delegation of the Board’s authority for the executive management of the Company to its executive team, subject to clearly defined limits and regular monitoring by the Board and subject also to the reservation to the Board of any matter not expressly delegated in this way.

The management team submits their annual budget to the Board for approval each year. This includes forecasts, expected revenues, costs and major expenditure and projects for the year ahead. Each year the Board typically considers in one day, with the majority of the management team, the Company’s strategic plan. The Board held an extensive strategy day in June 2022 and subsequently approved the Company’s medium-term strategy in September 2022. The Board plans to meet for an extensive strategy day in June 2025.

Throughout the year, the Board has received multiple reports on the Company’s capital structure and financing arrangements. Reports were made regularly to the Board by the management team members responsible for each function and region on their area of responsibility, their performance, priorities and key decisions and risks for the immediate future and medium term, giving assurance that proper consideration is made to the longer-term in decision making throughout the business.

Staying informed on employee, customer, supplier, investor and other key stakeholders’ views

Our relationships with those who work for the Company and with the Company are key to our success. The Board stays up to date with the views of our employees through a number of means: key members of the management team, usually attend the management presentation made at each Board meeting when their input is regularly solicited. They are also consulted in less formal settings. Prior to the Covid-19 pandemic, Directors had an annual schedule of visits to our facilities which enable them to spend time with our people on the ground and receive their direct feedback. One output of these pre-Covid site visits led to an increased focus at Board level on the importance of driving a unified brand and culture for Ferroglobe. There are other channels through which the Board or its Committees receives reports on employee views; these include the Chief People & Culture Officer’s normal attendance at Compensation Committee meetings; and the confidential whistleblowing hotline, reports to which are in turn reported to the Audit Committee at its scheduled meetings. In 2023 the CEO continued with town hall meetings, face to face and virtually, with employees across the

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Group to keep them updated on our financial and operational performance; employees are encouraged to raise questions as part of those sessions.

We build strong relationships with our customers and suppliers, including our partnerships, spending a lot of time with them to best understand their goals and how to develop our business in our respective interests. The Board is aware that many of our relationships are long-term and depend on mutual trust and collaboration. The Board gets feedback on customer and supplier issues on a regular basis: through the input of the Chief Commercial Officer and Marketing and VP Supply Chain Management who normally attend management presentations in the scheduled Board meetings and through presentations each has made to the Board on their areas of responsibility, priorities and challenges.

The Board is aware that the Company relies on the support of its shareholders and their views are important to it. The Board’s interactions with these stakeholders take place through a variety of channels. The Company’s major shareholder, Grupo VM, had, during 2024, four representative directors on the Board through whom views and input can be provided or sought. The Board receives feedback from other shareholders and the investment community through the Company’s quarterly results presentations. The VP Investor Relations is a regular attendee at Board meetings and shares themes or commentary made to the Executives and management by the Company’s investors and certain other stakeholders. Shareholders typically have the opportunity to attend the general meetings of the Company, including the AGM, and put questions to directors formally at the meeting and in a more relaxed environment before and afterwards. The Company also maintains an investor relations email address on its corporate website, questions posed to which are directed to its VP Investor Relations and, where relevant, would then be raised by them with the other management team members or the Board.

Engaging with community and the environment

We engage with communities, government and regulators in the areas and countries in which we operate through a range of industry consultations, membership in several trade and industry associations, participation in conferences, forums and meetings. We have engaged with local charities and community groups. We also routinely consult with the local, regional and central governments and their agencies on the proposed changes in conditions of operations of our production facilities. These matters are reported to the Board, which is kept updated on the status of these discussions and their progress.

We identify and assess the potential impacts that our business has on the environment and work with relevant authorities and industry experts to manage and minimise these impacts. The Audit Committee of the Board receives regular updates on any allegations of non-compliance by the business with environmental laws and regulations. There is more on this in Note 26 of our consolidated financial statements.

Sustainability has been identified by management as a top priority. First, we recognize the criticality of the company to take an active role in leading and driving change for the betterment of society. Furthermore, given the growing focus on sustainability amongst our stakeholders we need to create more transparency around our performance and the action plan to drive the changes required to meet our goals. Our last ESG report on the financial year 2023 was issued in 2024. Our 2024 Global ESG report will be published in 2025.

In 2022 we approved Ferroglobe’s ESG Strategy 2022-2026 which sets the roadmap that makes sustainability a strategic pillar for the organization at the global level.

The ESG Strategy is aimed at being progressively implemented from 2022 to 2026, and has been defined based on four Strategic lines:

Strengthening our governance framework

Promoting a solid & honest engagement with our people and local communities where we operate

Reinforcing the role of sustainability through our value chain

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Improving our environmental footprint to enable materials which are vital for sustainable development.

A specific ESG Committee has been designated to adopt and implement the ESG Strategy through 5 specific working groups to engage all business and corporate leaders to adopt and implement the ESG responsibilities set forth in the strategy.

The ESG Committee reports to the Management Team and The Board of Directors, which is ultimately responsible for the Company´s ESG performance.

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The ESG working groups are responsible for monitoring and coordinating the development of the 40 measures that have been established within the strategy, as well as establishing and tracking targets to measure the degree of implementation of each of them.

We have defined our ESG Strategy 2022-2026 in alignment with the United Nations Sustainable Development Goals (SDGs), identifying for each of the defined measures the specific targets to which it contributes to. In this sense, we have determined 8 out of the 17 SDGs, which are the most relevant in our activities and on which we shall focus our efforts.

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The measures set for each strategic line are summarized as follows:

•

Strengthening our governance framework: Measures aimed at integrating sustainability into the Group’s strategy, governance tools and organizational structure and also starting reporting through an annual ESG report.

•

Promoting a solid & honest engagement with our people and local communities where we operate: Measures aimed at achieving a corporate culture by harmonizing procedures for people management, guided by the fundamental values of collaboration, leading change, respect and ownership. Focusing

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on Health & Safety as a top priority and guiding principle in all our operations and promoting diversity, equality and inclusion as part of Ferroglobe´s core value of respect by setting a “DEI Roadmap”.

•

Reinforcing the role of sustainability throughout our value chain: Measures to promote the integration of sustainability among Ferroglobe’s value chain, both upstream and downstream by assessing our suppliers according to the ESG approach and coordinating the procedures to respond to customer´s needs in terms of ESG performance. The environmental footprint of our products will also be assessed developing specific Life Cycle Assessment studies.

•

Improving our environmental footprint to enable materials which are vital for sustainable development: Measures focused at reducing the environmental impacts of products and processes and integrate the environmental risks management approach to strengthen our resiliency and sustainability. Extending the environmental and energy management systems certification according to ISO standards in our production sites. Boosting energy efficiency through technological and processes improvement. Setting a Corporate Climate Change Framework and setting specific emission reduction targets. Promoting circularity principles for waste and water management through specific programs in the plants to reduce the global environmental footprint.

ESG Risk Management Approach

Under the Governance strategic line, ESG risks have been integrated in the Company´s risk management system, and we have started the Climate Change Risks & Opportunities Assessment aligned with the TCFD recommendations.

Non-Financial and Sustainability Information Statement

Ferroglobe PLC is a leading global producer of advanced metallurgical products. The Company is the largest merchant producer of silicon metal in the Western World, and a leading global producer of silicon-based alloys and manganese-based alloys. The Company’s main activity is to transform minerals into advanced materials that are critical in modern society, and sell those products worldwide, to a varied range of industries, including the manufacturing of steel, iron, aluminium, semiconductors and silicone compounds, among others.

Ferroglobe’s worldwide operations include assets located in Argentina, Canada, China, France, Venezuela, Norway, South Africa, Spain and the United States. Production sites include 23 electrometallurgical plants, 18 mining sites, an electrode production plant and 2 hydro stations.

Regarding the supply chain, Ferroglobe’s operations depend on two main types of raw materials:

•

Carbon reductants such as coal, wood, charcoal, metallurgical coke, petroleum coke, and anthracite.

•

Minerals, such as quartz and manganese ore.

At the Company’s mining sites, raw materials such as metallurgical coal and quartz are extracted, partially covering production demand. When local mining production cannot fulfil that demand, the Company relies on a network of qualified suppliers in each geographical region to ensure reliable access to high quality raw materials.

A description of governance arrangements of the company in relation to assessing and managing climate-related risks and opportunities

In 2022, the ESG Committee was established with the mission of overseeing and managing the implementation of the Ferroglobe’s ESG strategy, including the management of climate-related risks and opportunities within the purview of the Sustainability Area’s management.

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The Sustainability Area, within the Technology and Innovation division, leads the identification and assessment of climate-related risks and opportunities. Furthermore, the Finance division works in tandem with the Sustainability Area in coordinating the integration of climate change risks results into the Company’s Enterprise Risk Management (ERM) and presents them annually to the Audit Committee and to the Board of Directors.

A description of how the company identifies, assesses, and manages climate-related risks and opportunities.

The methodology considered for identifying and assessing climate-related risks and opportunities is semi-quantitative and aligned with the Intergovernmental Panel on Climate Change (IPCC) technical guidelines. It has been applied at the group level, and it has taken into consideration each of the Company’s production sites as well as the value chain. The methodology’s steps are as follows:

The first step was to identify the current and potential risks and opportunities to which the Company may be exposed. This involved obtaining a preliminary list of risks and opportunities through a review of standards and regulations such as the EU Taxonomy for physical climate risks and the Task Force on Climate-related Financial Disclosures (TCFD) for transition risks and opportunities. Additionally, a benchmarking analysis was conducted to review Ferroglobe’s peers, and some meetings were needed with different areas at Ferroglobe to better understand risks and opportunities. Professional expertise was also incorporated into this process.

The second step was to calculate the inherent level for physical and transition risks. For physical risks, the considered variables included were impact, exposure and vulnerability. For transition risks, the considered variables included were impact and probability. In the case of the impact variable, the assessment scale was in alignment with the Company’s ERM Framework.

To complete the process of assessing the variables used to evaluate risks and opportunities, meetings have been held with various departments of the Company to conduct a more accurate evaluation. In addition, for Ferroglobe’s physical risks evaluation, historical data on climatic events affecting the Company’s assets were gathered. This information has been used as a source of information for the assessment of physical risks and can be used by the Company to monitor the frequency and severity of these events.

Finally, physical and transition risks have been prioritised1 according to the variables which adjust inherent risk to reach residual physical and transition risk, adaptation and mitigation respectively. Thus, the inherent level calculated in the previous steps is minimized by adaptation and mitigation measures. In the case of opportunities, the considered variables were benefits and probability to determine the level of success.

The results of the analysis of climate-related risks and opportunities are expected to be overseen specifically by the ESG Steering Committee and included in the annual reports presented to the Board. Additionally, they will be integrated into the Corporate Risk Matrix, in accordance with the Company’s ERM Framework.

This is equivalent to refer to the most significant or principal.

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A description of how processes for identifying, assessing, and managing climate-related risks are integrated into overall risk management process in the company

Ferroglobe applies a group-wide approach to managing risks through an ERM framework, which is largely based on the ISO 31000 – Risk Management Standard. The Company aims to continuously develop its risk management approach through a systematic framework geared towards the most inherent risks. Taking this approach provides greater visibility and increased risk awareness, ensures the appropriate management of risks, enables risks to be aggregated and allows the Company to take a portfolio approach to risk management. Its ERM System includes seven categories, one of which is ESG (Environmental, Social, Governance). In this category, all climate-related risks are subsumed and treated like any other Company risk.

Ferroglobe’s ERM framework allows the Company to proactively identify, assess, and manage risks across its broad range of activities. The prioritised risks are defined according to a specific ranking obtained through the assessment of each risk’s likelihood, expected impact and the strength of current controls, based on specific thresholds and criteria. As a result, risk control/mitigation involves one of four possible actions: tolerate, treat, transfer, or terminate the risk. Risk owners are responsible for the coordination of efforts to mitigate and manage those risks, as well as providing updates and identifying new risks.

Regarding the climate-related risks identified and assessed by the methodology described in the previous section (point b), the prioritised ones are then expected to be included in the global risk matrix.

A description of:

The principal climate-related risks and opportunities arising in connection with the operations of the company

ii.

The time periods by reference to which those risks and opportunities are assessed

Physical risks: After screening the 28 climate-related hazards included in the Commission Delegated Regulation (EU) 2021/2139, of 4 June 20212, a total of 15 physical hazards were identified as relevant to Ferroglobe’s business (heat stress, temperature variability, heat waves, cold waves, wildfires, cyclones, storms, tornadoes, rainfall, sea level rise, water stress, drought, heavy precipitation (including snow), floods and landslides).

The physical hazards were assessed using climatic variables and their evolution over time under various climate scenarios3. The IPCC provides the time horizons and the climate scenarios that were used: short-term (2024-2040), medium-term (2041-2060), and long-term (2081-2100). The climate scenarios are SSP2 – 4.5 (“medium emissions”) and SSP5 – 8.5 (“high emissions”).

After applying the methodology outlined in point b, sea level rise is no longer identified as a prioritized risk, unlike in the previous year. This change is due to the adjustment of the impact scale variable to the Company’s ERM framework.

In contrast, drought has been identified as a prioritised physical risk in the short-term under the climate scenario SSP2 – 4.5 for the last two years. This physical risk has been modelled using a drought base layer and projections on the variation in consecutive dry days, which could result in low water levels and could potentially impact Ferroglobe’s operations or its value chain.

The regulation establishes the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to climate change mitigation or climate change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives. The list of climate-related hazards included is non-exhaustive and constitutes only an indicative list of most widespread hazards that are to be considered.

Summary for policy makers (IPCC), page 13

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Specifically, in the case of Ferroglobe’s operations, drought could reduce income as well as increase costs due to water scarcity in the regions where hydroelectric power plants are located. In the value chain, it is possible to conceive an increase in energy costs due to dependence on hydroelectrical energy suppliers. It is also possible to perceive increased energy costs based on the specific energy distribution system of a country, increased European coal prices due to transportation disruptions, and a reduction in the cooling operation of nuclear reactors in France. Even though droughts are expected to mostly impact Ferroglobe’s value chain, some adaptation measures are being analysed in relation to power supply options to mitigate the risk in future drought events.

Nevertheless, the Company has experienced non-material direct impacts from weather-related incidents in the supply chain in recent years. For example, heavy rains in Colombia have occasionally created issues with transporting coal, an important raw material for their production. Flooding in South Africa and the United States has occasionally delayed the transportation of raw materials or finished goods. Similarly, snow events have temporarily delayed transportation. Heatwave incidents have required the Company to adapt working conditions and operating hours.

Therefore, the Company has not identified or experienced any material4 physical effects of climate change on its operations. This could be due to severe weather, weather-related damage to Ferroglobe’s property or operations, indirect weather-related impacts affecting major customers or suppliers, or material weather-related impacts on the cost or availability of insurance.

Moreover, any weather-related damages have diminished and represented substantially less than 1% of the total operating expenses each year from 31 December 2020, through 31 December 2024, which reflect the immaterial nature of these incidents.

Regarding adaptive capacity, Ferroglobe assesses and manages the effects of natural disasters and extreme weather conditions through its integrated, company-wide control and risk management process. Moreover, the Company conducts preparedness planning and implements measures designed to maintain business continuity and mitigate the financial impacts of natural disasters and extreme weather conditions, which may include physical climate-related risks. Specifically, Ferroglobe’s sites and operations have already organically developed adaptive measures such as the installation of pumps, or construction of protective infrastructure to manage flooding, air conditioning, increased stock capacity, and implementation of transportation and logistics alternatives.

Transition risks: After screening the 15 climate-related transition key risks by the Task Force on Climate-Related Financial Disclosures (TCFD), a total of 10 transition risks were identified as considered particularly relevant to Ferroglobe’s business.

The transition risks were assessed using the International Energy Agency’s (IEA) Stated Policies Scenario (STEPS) and the Net Zero Scenario for both the short-term (2030) and long-term (2050). Following the methodology described in point b, as a result, the following 3 transition risks were prioritised, all of them related to increased cost of raw materials and market forces:

•

Market: Potential increase in the cost of critical raw materials, such as manganese ore, as defined by the EU, the USA, and Quebec.

•

Market: A potential increase in costs may arise due to growing global demand for wood. Wood is commonly used as a key component in decarbonization strategies across various industries, serving as a renewable alternative to fossil-based carbon.

•

Regulatory and legal: Rising costs driven by the impact of emissions trading schemes throughout different segments of the supply chain.

Material: Rule 405 under the Securities Act defined the term “material” as follows: “When used to qualify a requirement for the furnishing of information as to any subject, [materiality] limits the information required to those matters to which an average prudent investor ought reasonably to be informed before purchasing the security registered.”

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In terms of mitigating actions, Ferroglobe has developed the Decarbonization Plan (2024-2030), which focuses on substituting fossil carbon sources with bio reductants in the electrometallurgical process, improving energy efficiency through the Key Technical Metrics (KTM) program and increasing the use of renewable and low-carbon energy mix. It aims for a 26% reduction in CO2 emissions by 2030 from a 2020 baseline.

Additionally, Ferroglobe secures its own quartz mines to reduce reliance on external suppliers and is actively pursuing long-term contracts and joint ventures to ensure stable access to other raw materials. Quartz is a critical raw material for the silicon value chain. The Company also invests in innovation and partners with universities and research centres to develop sustainable solutions and minimize dependence on fossil carbon sources.

Opportunities: After screening 21 climate-related opportunity categories by the Task Force on Climate-Related Financial Disclosures (TCFD), a total of 5 opportunities were identified to be particularly relevant to Ferroglobe’s business.

The opportunities were assessed using the Stated Policies Scenario (STEPS) and the Net Zero Scenario in the short-term (2030) and long-term (2050) according to the International Energy Agency (IEA). After applying the methodology described in point b, as a result, the following 3 opportunities were prioritised:

•

Use of low-emission sources of energy: Engagement in power purchase agreements (PPAs) for renewable energy procurement can provide price stability and reduce electricity prices.

•

Development of new products, markets, and applications through R&D and innovation: Potential for increased revenue through the creation and deployment of lighter, more efficient products in the transportation sector.

•

Expansion of energy transition-related products: Opportunities for revenue growth from the deployment of silicon-based products for energy storage and other renewable technologies, including photovoltaics and batteries.

A description of the actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy of the company

Based on historical data on operations, Ferroglobe has identified some physical risks such as heavy precipitation, floods, storms, and heat waves as the most recurring. They have impacted mainly production plants and mines, resulting in a loss of profit derived from ceasing operations and/or increasing costs in repairs and capital expenditures.

These events have encouraged Ferroglobe to develop and implement adaptation and mitigation measures to reduce those risks. Therefore, the Company has organically included climate-related issues as an input to its financial planning process through consideration of CapEx investments and funds for specific use in climate change adaptation and mitigation, prioritising adaptation plans to better equip sites to previously occurring natural phenomena.

In terms of resilience, the Company’s strategies may be confronted with disruptions in financial performance. Such disruptions include reduced revenue due to halted operations or increased costs and expenses related to raw material and carbon prices, as well as changes in financial position due to assets exposed to climate risks. Moreover, the Company has already conducted a climate change analysis that has been updated annually and has established a team responsible for identifying, assessing, and managing climate-related risks and opportunities to inform the Company when action would be necessary. The following table describes the strategic response for each risk type:

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Type
(TCFD
Category)

Climate-related risk

Strategic Response

Physical
climate
(Acute)

Drought. Operational constraints caused by acute water shortage and energy supply disruptions.

Ensure access to diverse water sources. This includes ensuring access to multiple available water supplies and leveraging rainwater for reuse.

Explore alternative options of energy supply that do not rely on water-dependent sources.

Transition
(Market)

Shortage and increase in the cost of raw materials.

Diversification of the supply chain, pursuing long- term contracts to ensure stable access to raw materials, securing own quartz mines and substituting coal by biocarbon. Aims to mitigate cost fluctuations and ensure sustainable sourcing, while enhancing resilience against market volatility and regulatory changes.

Transition
Regulatory &
legal

Rising costs driven by the impact of emissions trading schemes throughout different segments of the supply chain.

Development of a decarbonization strategy that allows for maintaining the competitiveness of operations, thereby reducing the carbon footprint by replacing fossil coal with biochar and increasing access to a low-carbon and/or renewable energy mix.

Type (TCFD
Category)

Climate-related
opportunities

Strategic Response

Opportunity (Energy)

Use of low emission sources of energy.

Seeking to conclude new PPAs in countries where the Company operates (such as the PPA’s signed in Spain in 2024).

Opportunity (Products & Services)

Development of new products, markets, and applications through R&D and innovation.

Continued development of proprietary in-house technological capabilities, alongside research initiatives and strategic partnerships, to drive innovation in the transport sector (such as the production of silicon as anodic material for lithium-ion batteries).

Opportunity (Products & Services)

Expansion of energy transition-related products.

Continuous monitoring of potential product applications and industry partners in emerging industries linked to the adoption of low-carbon solutions, such as renewable energy and the electrification of the economy.

An analysis of the resilience of the business model and strategy of the company, taking into account consideration of different climate-related scenarios

To assess the risk level for each climate-related risk, specific scenarios were used depending on whether they were physical or transition-related.

For physical climate risks, IPCC scenarios SSP2-4.5 and SSP5-8.5 were followed. These scenarios integrate socioeconomic and emission concentration pathways to evaluate the behaviour of different climatic variables in the short-term (2024-2040), medium-term (2041-2060), and long-term (2081-2100).

Data for each scenario and timeframe were primarily obtained from the IPCC and Copernicus, as key scientific public data. Furthermore, additional data were collected from other agencies, such as the Spanish and French ministries for Ecological Transition, the U.S. Environmental Protection Agency, and NASA’s Earth Observation Program, World Bank (Think Hazard). These data were used to model the physical climate exposure of Ferroglobe’s assets at their specific locations to climatic variables (e.g. temperature, precipitations, among multiple other variables). Following the mentioned methodology (refer to point b), these exposure values were then integrated with impact and vulnerability assessments to calculate the inherent risk level for each asset.

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For transition risks, the IEA World Energy Outlook (2023) Net Zero Emissions by 2050 Scenario and the Stated Policies Scenario (STEPS) were used to model key legislative and economic variables in the short term (2030), and long-term (2050). These scenarios present relevant hypothetical, consistent, and plausible futures for the evolution of greenhouse gas emissions and their main drivers, based on assumptions regarding policy, macroeconomics, and demographic studies. Based on the evolution of these variables in each scenario, potential impact and probability levels were established to conduct a qualitative analysis, following the methodology described in point b.

First, according to the above-mentioned scenarios, inherent risk was calculated for each type of risk, both physical and transitional. Next, the availability and coverage of its adaptation and mitigation actions was assessed to determine their potential for reducing the inherent risk level. The assessed adaptive or mitigative capacity of each site was then used to attenuate the inherent risk, resulting in a residual risk level. This residual risk level will be used to prioritize the risks. As previously mentioned, all Ferroglobe sites contemplate organically developed adaptation measures. Additionally, Ferroglobe has developed and approved a Decarbonization Plan (2024-2030) to enhance mitigative capacities.

A description of the targets used by the company to manage climate-related risks and to realise climate-related opportunities and of performance against those targets

Ferroglobe’s decarbonization target aims to reduce its scope 1 and scope 2 emissions by 26% by 2030 compared to 2020. Therefore, some targets related to the different projects of the decarbonization strategy: % of renewable or low carbon energy in operations, % of substitution of coal by bioreductants, performance of Key Technical Metrics in operations and waste gas recovery.

Regarding opportunities, the Technology and Innovation Division has invested in a variety of projects. In 2023, the Company allocated $8 million towards cutting-edge research and $11.4 million for process improvement and innovation. Ferroglobe has joined several partnership and cooperation agreements with recognised universities and research centres in Spain, France, and other countries worldwide. Furthermore, our efforts have received support from European, national and regional public research programs.

The key performance indicators used to assess progress against targets used to manage climate-related risks and realise climate-related opportunities and a description of the calculations on which those key performance indicators are based

The following Key Performance Indicators (KPIs) are expected to be implemented, measured, and tracked in order to assess Company progress in relation to climate-related risks and opportunities.

Type

Category

KPIs

Climate -
related
opportunities

Renewable energy

Electricity consumption derived from renewable energy sources (%).

Development of new products, markets, and applications through R&D and innovation.

Revenue associated with the development and deployment of lighter products for the transport sector.

Expansion of energy transition-related products.

Revenue associated with the deployment of silicon-based products for energy storage and other transition technologies.

Maintaining a high standard of business conduct

On behalf of the Company, the Board has adopted a number of policies which articulate the Company and the Board’s commitment to the highest standards of integrity, ethical behaviour, transparency, safety and corporate citizenship. These include, as their mainstay, the Company’s code of conduct which sets out the Company’s policies on bribery and corruption, whistleblowing, conflicts of interest and political and charitable contributions, as well as the importance of safeguarding the wellbeing of its employees and protecting its resources. The Code of Conduct is supported by further policies on whistleblowing, data protection and statements on trade compliance, tax and modern slavery. The Board has also adopted a corporate governance policy statement to protect the interests of minority shareholders (on which there is more on “Acting fairly between members” sections that follows).

The Code of Conduct is reviewed regularly and every employee of the Company and all of its Board members are asked to confirm their personal commitment to the Code on joining the Company and to re-confirm it each year thereafter. Employees have the opportunity to report suspected breaches of the Code, for which purpose a secure and confidential hotline has been established, administered by an independent third party. Allegations of breaches of the Code are normally reported to the Audit Committee at each of its scheduled meetings and regular updates on the status of follow-up actions and outcomes given.

Acting fairly between members

A significant number of the Company’s shares are held by Grupo VM, its major shareholder. The Company has a number of checks and balances in place throughout the Company’s governance framework to ensure that the interests of the majority and the minority shareholders are respected and the Board is cognisant of its duties in this regard. These checks and balances include:

•

the Company’s shareholders’ agreement with Grupo VM which regulates Board appointments, including those nominated by Grupo VM, Grupo VM’s rights to transfer and pledge its shares, its pre-emption rights and standstill obligations and the confidentiality agreement with Grupo VM which regulates the use, disclosure and security of confidential information shared with Grupo VM or its representatives;

•

the Company’s Articles of Association which, among other things, require the approval of a majority of independent directors to any agreement or arrangement between the Company and Grupo VM;

•

the Board’s corporate governance policy, first adopted in October 2017, under which the Board commits to maintain a majority of independent directors on the Board. This policy was most recently reviewed and renewed by the Board in February 2024;

•

the workings and functions of the Board’s key fully independent Audit and majority independent Compensation Committees;

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•

the Company’s related parties’ policy which stipulates how and in what way proposed related party transactions are to be submitted for consideration and approval by the Audit Committee of the Board and the Company’s register of related party transactions which is submitted to each scheduled meeting of the Audit Committee;

•

the presence of directors on the Board who were nominated by Grupo VM.

The Chief Legal Officer and Group Company Secretary has primary responsibility for advising the Board on its duties and on the Company’s governance framework and normally attends all meetings of the Board and its Committees.

The Strategic Report for the year ended 31 December 2024 has been reviewed and approved by the Board on 22 May 2025.

Javier Lopez Madrid

Director

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DIRECTORS’ REPORT

The Directors present their report and the audited financial statements of the Group and Company for the year ended 31 December 2024. The Directors do not need to comply with Corporate Governance requirements.

The Directors’ Report comprises these pages (28 to 32) and the other sections and pages of the Annual Report cross-referred below which are incorporated by reference.

The financial statements have been prepared under the going concern basis of accounting, with additional details provided in note 3.1 of the financial statements.

As permitted by legislation, certain disclosures normally included in the Directors’ Report have instead been integrated into the Strategic Report (pages 10 to 27). These disclosures include information relating to the Group’s principal risks and uncertainties.

Directors

The directors of the Company, who held office at any time during the year to 31 December 2024, were as follows:

	Javier López Madrid...........................			Director and Executive Chairman
	Marco Levi.........................................			Director and Chief Executive Officer
	Rafael Barrilero Yarnoz......................			Non-Executive Director
	Bruce L. Crockett...............................			Non-Executive Director
	Stuart E. Eizenstat..............................			Non-Executive Director
	Manuel Garrido y Ruano...................			Non-Executive Director
	Nicolas de Santis................................			Non-Executive Director
	Marta Amusategui Vergara.................			Non-Executive Director
	Juan Villar-Mir de Fuentes.................			Non-Executive Director
	Silvia Villar-Mir de Fuentes................			Non-Executive Director
	Belén Villalonga Morenés...................			Non-Executive Director

The biographies of our directors as at the date of this report are set out on pages 33 to 37. Details of the directors standing for election or re-election at our 2024 AGM will be set out in the notice of that meeting.

Directors’ indemnities

As required by the Articles, each director is indemnified in connection with his role as a director, to the extent permitted by law. As permitted by the Articles, the Company has purchased and maintained throughout the year under review directors’ and officers’ liability insurance.

Share repurchases

During 2023 the company did not perform any share repurchase, however at the annual general meeting on 18 June 2024, shareholders granted authority to the Company to effect share repurchases. The Company is accordingly authorized for a period of five years to enter into contracts with appointed brokers under which the Company may undertake purchases of its ordinary shares provided that (i) the maximum aggregate number of ordinary shares hereby authorized to be purchased is 37,776,463, representing approximately 20% of the issued ordinary share capital, and (ii) additional restrictions under applicable U.S. securities laws are substantially complied with, including (but not limited to) the pricing limitations under Rule 10b-18(b)(3) of the U.S. Exchange Act, the volume limitations under Rules 10b-18(b)(4) and 10b18(c)(2) of the Exchange Act,

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the timing limitations under Rules 10b-18(b)(2) and 10b-18(c)(1) and the requirements with respect to the use of brokers or dealers under Rule 10b-18(b)(1) of the U.S. Exchange Act.

For the year ended 31 December 2024, the Company has repurchased a total of 598,207 shares for total consideration of $2,427 thousand. The average price paid per share was $4.06. The shares repurchased remained held in treasury at 31 December 2024.

Dividends

During the year 2024, the Company distributed dividends to its ordinary shareholders totaling $9,758 thousand.

Political donations

During the year under review the Company has not made any political donations, incurred any political expenditure or made any contributions to an EU or non-EU political party.

Employee policies

Ferroglobe has a culture of continuous improvement through investment in people at all levels within the organisation. Its Code of Conduct (“Code”), which applies to all directors and employees of the Group, sets out Ferroglobe’s commitment to protecting, respecting and supporting its workforce. The Code was revised in 2017 to bring together Ferroglobe’s policies on key ethical, behavioral and compliance matters. Its roll-out across the Group globally was initiated in 2017, supported by mandatory training for all employees. Subsequently and on an annual basis, Group personnel have been requested to re-certify their knowledge of and continued compliance with the Code. The adoption of and training provided on the Code is consistent with our evolution to an organization with an integrated approach to human relations policies across the five continents in which the Group operates.

Those key policies include:

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Health and safety, where Ferroglobe places high value on the well-being of all personnel and is committed to providing a healthy and safe working environment;

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Respect in the workplace, promoting equality and diversity, rejecting harassment and bullying and supporting work-life balance;

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Striving to conduct operations in a way that respects the human rights of personnel, suppliers and others with whom Ferroglobe works, including local communities;

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Encouraging the reporting of wrongdoing or of any suspicions or concerns as to wrongdoing, any of which can be raised in confidence through the whistleblowing hotline which Ferroglobe has established in all countries in which it operates where it is lawful to do so.

Ferroglobe is committed to providing equal opportunities for all Group personnel and to creating an inclusive workforce by promoting employment equality. This includes pursuing equality and diversity in all its employment activities, including recruitment, training, career development and promotion and ensuring there is no bias or discrimination in the treatment of people. Ferroglobe opposes all forms of unlawful or unfair discrimination on the grounds of race, age, nationality, religion, ethnic or national origin, sexual orientation, gender or gender reassignment, marital status or disability. Wherever possible, vacancies are filled from within Ferroglobe and efforts are made to create opportunities for internal promotion.

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Greenhouse gas emissions

The U.K. Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013 requires U.K.-based quoted companies to report global greenhouse gas (“GHG”) emissions data in the Annual Report and Accounts. Comparison year data for 2021, 2022, 2023 and 2024 is included in Table 2 in this report. As in the period 2021-2023, the 2024 GHG inventory was prepared in accordance with the Ferroglobe PLC Greenhouse Gas Inventory Management Plan (2017), prepared in consultation with ERM Group, Inc. and its U.K. affiliate (the “IMP”).

The Company has selected the Operational Control approach and criteria as the basis for reporting GHG emissions data, defining “Operational Control” to encompass facilities the Group owns and operates, facilities it leases and operates, and partnerships facilities it operates. All facilities within Ferroglobe’s Operational Control that are material to its Group-wide GHG emission inventory are included in reported figures. This approach means that the operations for which emissions are reported are substantially coextensive with operations comprised by Ferroglobe’s consolidated financial reporting. The Company does not have responsibility for any emission sources that are not included in its financial reporting.

Table 1 sets forth the Company’s consolidated greenhouse gas emissions expressed in metric tonnes of carbon dioxide equivalent (CO2e). The figures reported below include all material direct (Scope 1) and indirect (Scope 2) emission sources for facilities within the Company’s Operational Control. Principal sources of Scope 1 emissions from operations at, or Scope 2 emissions imputed to, Ferroglobe-controlled facilities include:

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Electricity purchased or produced by Ferroglobe facilities

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Fuels purchased for consumption in stationary sources on-site at Ferroglobe facilities (e.g., natural gas, diesel, LPG)

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Fuels purchased for consumption in mobile sources owned and operated by Ferroglobe

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Process emissions associated with electric arc furnaces used for the production of silicon metal and ferroalloys.

Table 1. Company-wide Scope 1 and Scope 2 Emissions for 2024

Global GHG emissions data for period 1 January 2024 to 31 December 2024 Emissions From:	Tonnes of CO2e
Combustion of fuel and operation of facilities		1,793,7146
Electricity, heat, steam and cooling purchased for own use		1,938,914
Company’s chosen intensity measurement: Emissions reported above, normalized to per tonne of product output		5.04

In line with DEFRA Guidance, 1.0 million tonnes of CO2e are not included in the above table, due to being biogenic in nature.

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Table 2. Company-wide Scope 1 and Scope 2 Emissions Comparison for 2021-2024

Global GHG emissions data for period 1 January to 31 December 2021-2024	Tonnes of CO2e
Emissions From:	2021		2022		2023		2024
Combustion of fuel and operation of facilities		2,197,7347		2,028,5568		1,705,5049		1,793,71410
Electricity, heat, steam and cooling purchased for own use		1,228,600		1,184,366		1,617,429		1,938,914
Energy Consumption (MWh)		6,854,806		6,479,769		5,832,331		5,909,213
Company’s chosen intensity measurement: Emissions reported above, normalized to per tonne of product output		4.42		4.50		5.10		5.04

The emissions and energy consumption correspond to Ferroglobe´s plants and mining operations all outside the United Kingdom.

Since 2020 the company has launched a specific project on energy efficiency called the “KTM project”, focused on increasing both energy efficiency and raw material yields in our furnaces and operations. he implementation of the Key Technical Metrics methodology is based on our technical know-how, expertise, comprehensive assessment of processes, operational rigor and continuous improvement. It includes a detailed on-site performance monitoring plan, especially on energy consumption.

Methodology

In preparing the IMP and this report, the Company has adhered to the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard—Revised Edition (2004) (the “GHG Protocol”) and the U.K. DEFRA’s Environmental Reporting Guidelines: Including mandatory greenhouse gas emissions reporting guidance (June 2013) (“DEFRA Guidance”). The Company reports material emissions of three out of the six Kyoto GHGs, viz. carbon dioxide (CO2), methane (CH4), and nitrous oxide (N2O). A fourth, sulfur hexafluoride (SF6), is present in electrical breakers at some Company facilities, but no emission SF6 have been observed. The two remaining Kyoto gases, perfluorocarbons (PFCs) and hydrofluorocarbons (HFCs), are not reported since Company facilities do not emit or use materials containing them.

Post Year-End Events

Dividend payment

In March 2025, the Company distributed dividends to its ordinary shareholders totaling $2,613 thousand.

Future Developments

As part of its strategy to serve customers better, the Group develops new products or new specifications on a continuous basis. As a consequence of these efforts, investments have been made in facilities that allow the production of new products, such as higher-grade silicon metal, solar grade silicon metal, electrodes for use in silicon metals furnaces, high-value powders for use in Li-on batteries or new foundry products. Please see

In line with DEFRA Guidance, 977,204 tonnes of CO2e are not included in the above table, due to being biogenic in nature.

In line with DEFRA Guidance, 924,028 tonnes of CO2e are not included in the above table, due to being biogenic in nature.

In line with DEFRA Guidance, 1,000,000 tonnes of CO2e are not included in the above table, due to being biogenic in nature.

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Part I, Item 4, Information on the Company of the 2024 Form 20-F by way of example of how the Group has developed proprietary technologies and has pursued innovation in the development of new products.

Research and development

Ferroglobe focuses on developing new products, production processes and continuous improvement to create further value for our stakeholders and to follow global megatrends, including the green energy transition. Ferroglobe has dedicated teams for R&D and continuous improvement, but it also has cooperation agreements in place with various universities and research institutes in Spain, France and other countries around the world.

Please refer to Part I, Item 4, Information on the Company of the 2024 Form 20-F (as set out in the separate attachment to this U.K. Annual Report) for information on Ferroglobe’s research and development activities and opportunities.

Share capital structure and change of control provisions

The Company’s share capital comprises ordinary shares of $0.01 each, all of which bear the same rights and obligations. The Company’s issued share capital at 31 December 2024 is set out at Note 12 to the Consolidated Financial Statements.

The rights attaching to the Ordinary Shares are set out in the Articles, a copy of which can be obtained from the Company Secretary on request. Each Ordinary Share has one vote attaching to it for voting purposes and all holders of Ordinary Shares are entitled to receive notice of and attend and vote at the Company’s general meetings. The Articles vest power in the directors to refuse to register transfers of Ordinary Shares in certain circumstances including where the instrument of transfer is not stamped or is in favor of more than 4 transferees. There are also restrictions in the Articles affecting the terms of tender offers and any scheme of arrangement, consolidation, merger or business combination designed to protect minority shareholders while Grupo VM and its associates hold ten percent or more of the Ordinary Shares.

Significant agreements affected by a takeover

There are no agreements between the Group and any of its employees or any director of the Company that provide for compensation to be paid to the employee or director for termination of employment or for loss of office as a consequence of a takeover of the Company, other than provisions that would apply on any termination of employment.

Statement of disclosure to the Company’s U.K. statutory auditor

In accordance with section 418 of the Companies Act, each director at the date of this Directors’ Report confirms that:

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so far as he or she is aware, there is no relevant audit information of which the Auditor is unaware; and

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he or she has taken all the steps he or she ought to have taken as a director to make himself or herself aware of any relevant audit information and to establish that the Auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

By order of the Board on 22 May 2025

Javier Lopez Madrid

Director

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THE BOARD OF DIRECTORS

Details of the members of the Board as at the date of this ARA are below.

JAVIER LÓPEZ MADRID

Javier López Madrid has been Executive Chairman of the Company since 31 December 2016 and was Chairman of our Nominations Committee from January 1, 2018 until May 26, 2023. He was first appointed to the Board on February 5, 2015 and was the Company’s Executive Vice-Chairman from 23 December 2015 until 31 December 2016.

He has been Chief Executive Officer of Grupo VM since 2008, and is a member of the Board of several non-profit organizations. He is the founder and the largest shareholder of Financiera Siacapital and founded Tressis, Spain’s largest independent private bank. Mr. López Madrid holds a Masters in law and business from ICADE University.

MARCO LEVI

Marco Levi was appointed Chief Executive Officer of the Company on January 10, 2020, and appointed to its Board of Directors on January 15, 2020. Dr Levi previously served as President and CEO of Alhstrom-Munksjö Oyj, a global fiber materials company listed in Finland, where he led a successful transformation of the business by refocusing its product portfolio towards value-added specialty products. Prior to that, Dr. Levi was Senior Vice President and Business President of the $3 billion emulsion polymers division of chemicals manufacturer Styron, including during the period in which Styron division was acquired by Bain Capital from Dow Chemical Company. Dr. Levi previously had spent over twenty-two years at Dow in various departments and roles, ultimately serving as general manager of the emulsion polymers business.

Dr Levi is also a Non-Executive Director of Mativ Holdings, Inc, the leading global performance materials company, listed on the New York Stock Exchange. Dr Levi holds a doctorate in industrial chemistry from the Università degli Studi di Milano, Statale, in Italy.

BRUCE L. CROCKETT

Bruce L. Crockett was appointed to our Board of Directors as a Non-Executive Director on 23 December 2015. He has been a member of our Audit Committee from that date and was Chair of the Audit Committee since June 4, 2020 and served on our Compensation Committee from January 1, 2018 until June 23, 2021. Mr. Crockett was appointed on May 13, 2021 as our Senior Independent Director and on June 23, 2021 as Chair of the Corporate Governance Committee until May 26, 2023, on which date he was appointed as a member of the Nominations and Governance Committee.

Mr. Crockett holds a number of other Board and governance roles. He has been Chairman of the Invesco Mutual Funds Group Board of Directors and a member of its Audit, Investment and Governance Committees, serving on the board since 1991, as Chair since 2003 and on the Board of predecessor companies from 1978. Since 2013, he has been a member of the Board of Directors and, since 2014, Chair of the Audit Committee and since 2021 member of the Governance Committee of ALPS Property & Casualty Insurance Company. He has been Chairman of, and a private investor in, Crockett Technologies Associates since 1996. He is a life trustee of the University of Rochester. In 2021, he was appointed as a member of the Board of Advisors of the Western Colorado University Graduate Business School.

Mr. Crockett was a member of the Board of Directors of Globe from April 2014 until the closing of the Business Combination, as well as a member of Globe’s Audit Committee. He was formerly President and Chief Executive Officer of COMSAT Corporation from 1992 until 1996 and its President and Chief Operating Officer from 1991 to 1992, holding a number of other operational and financial positions at COMSAT from 1980, including that of Vice President and Chief Financial Officer. He was a member of the Board of Directors of Ace Limited from 1995 until 2012 and of Captaris, Inc. from 2001 until its acquisition in 2008 and its Chairman from 2003 to 2008.

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Mr. Crockett holds an A.B. degree from the University of Rochester, B.S. degree from the University of Maryland, an MBA from Columbia University and an Honorary Doctor of Law degree from the University of Maryland.

STUART E. EIZENSTAT

Stuart E. Eizenstat was appointed to our Board of Directors as a Non-Executive Director on 23 December 2015. He was a member of the Company’s Corporate Governance Committee from January 1, 2018, until 26 May 2023, and served on our Nominations Committee from May 16, 2018, until May 26, 2023, on which date he was appointed as a member of the Compensation Committee.

Mr. Eizenstat has been a Senior Counsel at Covington & Burling LLP in Washington, D.C. and headed its international practice for many years after joining the firm in 2001. He has served as a member of the Advisory Boards of GML Ltd. since 2003 and of the Office of Cherifien de Phosphates since 2010. He was a trustee of BlackRock Funds from 2001 until 2018.

Mr. Eizenstat was a member of Board of Directors of Globe Specialty Metals from 2008 until the closing of the Business Combination and Chair of its Nominating Committee. He was a member of the Board of Directors of Alcatel-Lucent from 2008 to 2016 and of United Parcel Service from 2005 to 2015. He has had an illustrious political and advisory career, including serving as Special Adviser to Secretary of State Hillary Clinton and then Secretary of State John Kerry on Holocaust-Era Issues from 2009 to 2017, and Special Representative of the President and Secretary of State on Holocaust Issues during the Clinton administration from 1993 to 2001. He was Deputy Secretary of the United States Department of the Treasury from July 1999 to January 2001, Under Secretary of State for Economic, Business and Agricultural Affairs from 1997 to 1999, Under Secretary of Commerce for International Trade from 1996 to 1997, U.S. Ambassador to the European Union from 1993 to 1996 and Chief Domestic Policy Advisor in the White House to President Carter from 1977 to 1981. He served on the Defense Policy Board in the Obama administration from 2014-2017. He currently serves as Special Adviser on Holocaust Issues to Secretary of State Antony Blinken and as Chairman of the Council of United States Holocaust Memorial Museum, appointed by President Biden. He is the author of “Imperfect Justice: Looted Assets, Slave Labor, and the Unfinished Business of World War II”; “The Future of the Jews: How Global Forces are Impacting the Jewish People, Israel, and its Relationship with the United States”, “President Carter: The White House Years”, and “The Art of Diplomacy: How American Negotiators Reached Historic Agreements that Changed the World”.

Mr. Eizenstat holds a B.A. in Political Science, cum laude and Phi Beta Kappa, from the University of North Carolina at Chapel Hill, a J.D. from Harvard Law School and nine honorary doctorate degrees from colleges and universities, high honors from the United States, French (Legion of Honor), German, Austrian, Belgian, and Israeli governments, and over 75 awards from various organizations.

MANUEL GARRIDO Y RUANO

Manuel Garrido y Ruano was appointed to our Board of Directors as a Non-Executive Director on May 30, 2017. He was a member of our Nominating and Corporate Governance Committee from May 30, 2017 until 31 December 2017, and served on our Corporate Governance Committee from 31 December 2017 until 26 May 2023.

Mr. Garrido y Ruano has been Chief Financial Officer of Grupo Villar Mir since 2003 and he is currently a member of the Board of its subsidiary in the energy sector, and of its real estate subsidiary. In June 2021 he was appointed non-executive Chairman of Fertial SPA the Algerian fertilizers subsidiary of the Group. He resigned from Fertial’s board of directors in August 2024, when GVM divested its stake in the company.

He has been Professor of Corporate Finance of one Graduate Management Program at the Universidad de Navarra, and has also been Professor of Communication and Leadership of the Graduate Management Program at CUNEF in Spain.

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Mr. Garrido y Ruano was a member of the steering committee of FerroAtlántica until 2015, having previously served as its Chief Financial Officer from 1996 to 2003. He worked with McKinsey & Company from 1991 to 1996, specializing in restructuring, business development and turnaround and cost efficiency projects globally.

Mr. Garrido y Ruano holds a Masters in Civil Engineering with honors from the Universidad Politécnica de Madrid and an MBA from INSEAD, Fontainebleau, France.

MARTA DE AMUSATEGUI Y VERGARA

Marta de Amusategui y Vergara was appointed to our Board of Directors as a Non-Executive Director on June 12, 2020. She has been a member of our Audit Committee from that date and a member of the Compensation Committee since June 23, 2021.

Ms. Amusategui has substantial experience in executive and non-executive roles, with a background in business strategy, banking and finance. She is the founder and a partner of Abrego Capital S.L, providing strategic and financial advisory services, and co-founder of Observatorio Industria 4.0, the professional forum leveraging knowledge and experience to assist businesses, specifically those in the secondary sector, in their digital transformation. She began her career in management consulting and investment banking, serving as Country Executive Officer and General Manager with Bank of America in Spain from 2003 to 2008.

Ms. Amusategui has been a member of the Board of Eland Private Equity, S.G.E.I.C., S.A., a private equity management company specializing in renewable energies, since 2009. Since 2020, she has been a member of the board of directors of Eccocar Sharing S.L. She has also held other Board positions in the past, including that of Telvent GIT S.A. (Nasdaq TLVT), the global IT solutions and business information services provider, where she became an independent director from early 2010 until its de-listing following acquisition in December 2011.

Ms. Amusategui holds an Industrial Engineering degree (MSc equivalent) from Universidad Pontificia de Comillas, Madrid, Spain, an MBA from INSEAD, Fontainebleau, France and a DBA from Universidad Pontificia de Comillas. She has held a number of academic appointments, lecturing in Financing at the Inesdi Business School, Grupo Planeta, in Barcelona, in Managerial Competencies in CUNEF, in Madrid, and in Risk Management on the Non-Executive Directors Program at ICADE Business School, also in Madrid.

JUAN VILLAR-MIR DE FUENTES

Juan Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on 23 December 2015.

Mr. Villar-Mir de Fuentes is currently Chairman of Inmobiliaria Espacio, S.A and Grupo Villar Mir, S.A.U. In both companies he served as Vice Chairman since 1996 and since 1999 respectively. He has served as Chairman and Vice Chairman of Obrascon Huarte Lain, S.A and has been serving as a member of the Board of Directors since 1996, first as a member of the Audit Committee and, later, as a member of its Compensation Committee. He was a Board Director and member of the Compensation Committee of Inmobiliaria Colonial, S.A from June 2014 to May 2017. He also was a member of the Board of Directors and of the Compensation Committee of Abertis Infraestructuras, S.A. between 2013 and 2016.

Mr. Villar-Mir de Fuentes is Patron and member of the Patronage Council of Fundación Nantik Lum and of Fundación Santa María del Camino.

Mr. Villar-Mir holds a Bachelor’s Degree in Business Administration and Economics and Business Management from the Universidad Autónoma de Madrid.

BELEN VILLALONGA MORENÉS

Belen Villalonga Morenés was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She has been a member of the Audit Committee from that date and served as a member of the Corporate

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Governance Committee from June 23, 2021 until May 26, 2023, on which date she was appointed to the Nominations and Governance Committee.

Ms. Villalonga is a Professor of Management and Organizations, a Yamaichi Faculty Fellow, and a Professor of Finance (by courtesy) at New York University’s Stern School of Business. Between 2001 and 2012 she was a faculty member at the Harvard Business School. During 2018-2019 she was a Visiting Professor at Oxford University’s Said Business School. Her teaching, research, and consulting activities are in the areas of corporate governance, strategy, and finance, with a special focus on family-controlled companies. Her award-winning research has been cited over 19,000 times in scholarly articles and international media outlets.

Professor Villalonga is an independent director at Técnicas Reunidas (global engineering firm publicly listed in Spain), Banco Santander International (Santander group’s private banking subsidiary in the United States), as well as at Mapfre USA (insurance). She has previously served as independent director for Acciona (renewable energy and infrastructure), Grifols (biopharma), and Talgo (high-speed trains).

Ms. Villalonga holds a Ph.D. in Management and an M.A. in Economics from the University of California at Los Angeles, where she was a Fulbright Scholar. She also holds a Ph.D. in Business Economics from the Complutense University of Madrid.

SILVIA VILLAR-MIR DE FUENTES

Silvia Villar-Mir de Fuentes was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. She served as a member of the Compensation Committee from June 23, 2021 until May 26, 2023. Ms. Villar-Mir de Fuentes currently serves on the board of directors of Grupo Villar Mir, a privately held Spanish group with investments across a broad range of diversified industries, which is the beneficial owner of approximately 40% of the Company’s share capital.

Mrs. Villar-Mir de Fuentes is a summa cum laude graduate in Economics and Business Studies, with concentration in finance and accounting, from The American College in London, United Kingdom.

NICOLAS DE SANTIS

Nicolas De Santis was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He has been a member of the Compensation Committee since June 23, 2021 and served as a member of the Nominations Committee from June 23, 2021 until May 26, 2023, on which date he was appointed as Chair of the Nominations and Governance Committee. Mr. De Santis is a technology entrepreneur, strategist and author with substantial experience in executive and non-executive roles. Mr. De Santis is currently the President of Gold Mercury International and the Chief Executive Officer of Corporate Vision Strategists Ltd, a strategic vision and innovation consultancy and incubator. De Santis advises multinational corporations and start-ups on corporate vision & strategy, disruptive innovation, global branding, business model innovation, sustainability and corporate culture transformation.

Previously Mr. De Santis served on the board of publicly traded Lyris Technologies (acquired by AUREA Software in 2015). He began his management career at Landor Associates (now WPP Group). As a technology entrepreneur, he co-founded several high-profile start-ups, including opodo.com, one of Europe’s most successful start-ups, reaching $1.5 billion in gross sales.

Mr. De Santis is a regular lecturer at business schools and universities on business strategy, global branding, business model innovation and culture transformation, including IE Business School, Madrid and the University of Wyoming. He is the author of Megavision®—A revolutionary method to develop long term strategic vision for corporations.

RAFAEL BARRILERO YARNOZ

Rafael Barrilero Yarnoz was appointed to our Board of Directors as a Non-Executive Director on May 13, 2021. He was appointed Chair of the Compensation Committee and served as a member of the Nominations Committee from June 23, 2021 until May 26, 2023.

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Mr. Barrilero Yarnoz has developed his career as a partner of the firm and as a member of the executive committee, leading the advisory talent and reward service for the boards of the main companies and multinationals. He has also led the business throughout the EMEA. Previously, he led the Watson Wyatt consulting firm in Madrid. He began his career as a lawyer at Ebro Agricolas focused on labour law, before serving as Ebro’s head of human resources. In January 2022 he joined the board of directors of AltamarCAM and Grupo Hedima, as a permanent Senior Advisor. He collaborates with the HAZ foundation, whose mission is to ensure transparency and good corporate governance.

Mr. Barrilero Yarnoz has a law degree from Deusto and a Masters in Financial Economics from ICADE, as well as a Masters in Human Resources by Euroforum-INSEAD.

DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under current U.K. law, the directors have elected to prepare the Group financial statements in accordance with U.K.-adopted international accounting standards and applicable law and they have elected to prepare the parent Company financial statements in accordance with U.K. accounting standards and applicable law, including FRS 101 Reduced Disclosure Framework.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

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select suitable accounting policies and then apply them consistently;

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make judgements and estimates that are reasonable, relevant and reliable, and, in respect of the parent Company financial statements only, prudent;

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for the Group financial statements, state whether they have been prepared in accordance with U.K.-adopted international accounting standards;

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for the parent Company financial statements, state whether applicable U.K. accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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assess the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

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use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report and a Directors’ Report that complies with that law and those regulations.

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The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the U.K. governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The responsibility statement was approved by the Board and signed on its behalf.

By order of the Board on 22 May 2025

Javier Lopez Madrid

Director

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DIRECTORS’ REMUNERATION REPORT

INTRODUCTION

Dear Shareholder

As Chairman of the Compensation Committee (the Committee), and on behalf of the Board, I present the Directors’ Remuneration Report for the period ended 31 December 2024. It has been prepared in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended.

This includes the following three sections:

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This Annual Statement which summarises the work of the Committee during the year;

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The Directors’ Remuneration Policy to be approved at the 2025 AGM; and.

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The Annual Report on Remuneration (the ARR) which provides details of the remuneration earned by directors for the period ended 31 December 2024.

The Companies Act 2006 requires the auditors to report to the shareholders on certain parts of the Directors’ Remuneration Report and to state whether, in their opinion, those parts of the report have been properly prepared in accordance with the Accounting Regulations. The parts of the annual report on remuneration that are subject to audit are indicated in that report. The statement by the chair of the Compensation Committee and the policy report are not subject to audit.

THE POLICY

Ferroglobe’s Directors’ Remuneration Policy (the “Policy”) was last approved by shareholders in 2022 and 86.1% of the votes cast were in support of the Policy. As it has been three years since our last approval a new Policy will be put forward for shareholder approval at the 2025 AGM.

The Policy has been subject to extensive review by the Company’s Compensation Committee. The Committee is cognisant of the talent and compensation challenges it faces in a company that operates and recruits in an international marketplace, is incorporated in the UK and listed on Nasdaq in the US.

As part of the review of the Policy, the Compensation Committee has analyzed in detail the current approach to the design and levels of compensation of the executive directors (the Executive Chairman and the Chief Executive Officer) and the rest of the Management Team that does not sit on the board of directors. The Policy sets the framework and, in implementing the Policy, the Compensation Committee has set levels of pay so as to be competitive when compared to pay levels in similarly-sized European companies in the sector and similarly-sized UK-listed companies.

The structure and design (as opposed to the levels) of Ferroglobe’s compensation arrangements and of incentives follow US practice. The Committee is keen to maintain this approach and, as an international company listed on Nasdaq, to align the design of compensation more closely to the US market.

The Compensation Committee’s terms of reference make clear that Ferroglobe’s compensation arrangements are designed to attract and retain the highest quality executives, clearly demonstrate the link between corporate performance and pay and reward executives for the progress that the Company has made. The changes in Policy we are proposing have these goals in mind together with our two underpinning principles – 1) to align the interests of our executives and those of our shareholders and 2) to link the levels of pay to those of the comparable UK and European sector peers and the design of pay to comparable US-listed companies.

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As such, the current Policy structure is considered to be effective and supportive of the Company’s principles and strategy. However, we are proposing some changes to enhance the operation of the Policy:

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The introduction of a formal minimum shareholding guideline of 2 x base salary for both of the Executive Directors.

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The rationale: share ownership guidelines are the norm in US-listed companies. The maximum annual performance share awards under the Executive Incentive Plan (EIP) for the Executive Chairman and the Chief Executive Officer are 200% of salary.

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The reduction of the maximum annual EIP award limit from 1000% to 500% of salary.

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The rationale: The upper quartile of the UK market for similarly-sized companies is 300% of salary and the Committee takes the view that, although some ‘headroom’ may be necessary, a ceiling of 500% of salary is sufficient.

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Amendments to the termination policy for both the Executive Directors to provide for severance arrangements following termination (other than voluntary). The current proposal is that, in the event of termination by the company without cause or in event of resignation for good reason, the Executive Chairman and the Chief Executive Officer will be entitled to a severance payment of 2 x base salary and Health and welfare benefits will continue to be paid for a period of 12 months from the date of termination and, in addition, outplacement counselling may be provided of up to $50,000 and good leaver status would apply in respect of incentive plans including unvested equity awards shall apply. This is a change to the current Policy which already provides that the Executive Chairman will receive a severance payment of one year’s salary plus a payment equal to the average bonus payable over the three years prior to termination plus pension and the cost of benefits.

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The rationale: this is in line with US practice and also aligns the treatment of the two Executive Directors. The Compensation Committee also takes the view that the provision is key to making Ferroglobe’s compensation policy both attractive to new recruits and to encourage talented executives to stay with Ferroglobe.

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Amendments to the termination policy for both the Executive Directors in the event of a change of control and their involuntary termination without cause or resignation for good reason within twelve months following the change of control. The current proposal is that in such ‘double trigger’ circumstances the severance arrangements described above will be enhanced for both the Executive Directors and provide that the Executive Directors will be entitled to receive a payment of 3 x salary plus the value of target bonus. In the case of the Executive Chairman and the CEO this amounts to an estimated payment of 400% salary and of 185% total remuneration for the Executive Chairman and 195% total remuneration for the CEO. Benefits will continue to be paid for a period of 12 months and, in addition, outplacement counselling may be provided of up to $50,000. It is also intended that the vesting of any unvested equity will also accelerate.

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The rationale: as a Nasdaq-listed company operating in a global sector, the Compensation Committee is of the view that these provisions are not only in line with market practice in the US, but that they also align the interests of the Executive Directors with the interests of our investors where a change of control may result in the termination of the individuals and yet the transaction is in the interests of investors

As part of the review of the Policy we have also made some minor drafting changes to make clear that dividends or dividend equivalents in respect of the shares that vest under the EIP may be reinvested and that a portion of annual bonus payments earned may be deferred. The EIP has reached the end of its ten year life and will be put to a new shareholder vote at the 2025 AGM.

The Compensation Committee is firmly of the believe that these changes will mean the Policy continues to support the business growth ambition and performance.

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SHORT TERM INCENTIVE AWARDS FOR 2024

The annual short term incentive objectives for the Executive Chairman and CEO in 2024 were adjusted EBITDA in relation to 50% of the award and adjusted free cash flow in relation to 50%. The Executive Directors achieved performance of (68.92%) of their target bonus opportunities. We believe these outcomes are justified by the exceptional performance of the Company during a year that experienced deterioration in market conditions for the Company’s products. Management took exceptional measures to promptly react to such market deterioration and preserve the Company’s financial condition and results of operations.

LTIPs vesting in 2024

The 2021 plan vested on 1 January 2024. Awards granted to our Executive Directors in 2021 under the EIP came to the end of their performance period on 31 December 2023 and vested on 1 January 2024. The Committee assessed their performance at 100% of the target, and the awards vested and became exercisable. As of 31 December 2024, the CEO has exercised 359,105 performance-based non-qualified options granted on 9 September 2021.

Awards granted to our Executive Directors in 2022 under the EIP came to the end of their performance period on 31 December 2024. They remain subject to continued service and will formally vest on 22 September 2025. The Committee assessed their performance at 82.42% of target. This was based on the achievement of 82.3% of the EBIT measure, 89.4% of the operating cash flow measure and 0% of the relative TSR measure. The Committee was satisfied that the formulaic outcome was reflective of overall performance but an adjustment of 120% was made to reflect the outcome of the health and safety multiplier. This is described in more detail on page 61.

NON-EXECUTIVE DIRECTORS AND THEIR REMUNERATION

No changes to NED fees were proposed during 2024. In 2022, the Corporate Governance Committee reviewed the structure of NED fees and decided to propose an additional payment for extraordinary meetings in the amount of £2,500 for in-person meetings and £1,250 for meetings held by video conference or telephonically. Such changes were approved by the Board. Other than these two changes, they chose not to recommend any other adjustment to the level or principles underlying NED fees, which otherwise remain unchanged in quantum since 2016.

LOOKING FORWARD TO 2025

The Committee continues to carefully balance the various stakeholder views when determining remuneration. We recognize that, as a UK-incorporated company with substantial operations in Europe and the United States, as well as a Nasdaq listing, our approach must be competitive across multiple markets. While our remuneration framework reflects aspects of UK market standards, we also take into account the need to attract and retain top talent in a global landscape, particularly in the US, where compensation practices tend to differ.

Furthermore, while the Policy sets out maximum potential award levels, in practice, the Committee has consistently exercised restraint. For instance, although the Policy allows for short-term incentive awards of up to 500% of salary, recent grants to our Executive Directors have been capped at 200% maximum opportunity. This reflects our commitment to aligning executive pay with performance while maintaining a disciplined approach to compensation.

In 2025, the Committee and the Board approved an increase in the base salary of the Executive Chairman, Javier Lopez Madrid, in the amount of £12,348 (2%) annually, and an increase in the base salary of the CEO, Marco Levi, in the amount of €16,820 (2%) annually effective as of 1 April 2025. In both cases, the increases were in line with increases for the general workforce and consistent with market practice for the Company’s industry.

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Our incentive plans are expected to operate in a similar way during 2025 as they did in 2024. The 2025 annual bonus will remain at 150% of salary and EIP awards with a target value of 133% of salary are expected to be granted with an associated maximum opportunity of 200% of salary. The performance measures and targets for the EIP awards have yet to be finalised but will be disclosed in next year’s report.

Signed on behalf of the Board.

Chairman of the Compensation Committee
22 May 2025

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THE POLICY

This section of the Directors’ Remuneration Report on pages 43 to 57 sets out the Directors’ Remuneration Policy (“Policy”) which will be put forward for shareholder approval at the 2025 AGM on 26 June 2025, and will take formal effect from that date, subject to shareholder approval. Under English law, a company’s Directors’ Remuneration Policy must be put to its shareholders for approval at least once every three years. The Company’s current Policy was last approved by shareholders at the 2022 AGM on 30 June 2022 and a new Policy will thus be put forward for shareholder approval at the 2025 AGM. The new Policy will apply for a three-year period (unless a new Policy is presented to shareholders in the interim) and, following approval, all payments to Directors will be consistent with the approved Policy.

CHANGES TO THE REMUNERATION POLICY

The current Policy has been subject to extensive review by the Company’s Compensation Committee. Following the review, the Committee concluded that the current overarching framework continues to be effective and that no significant changes to the structure are required at this stage. However, within the current framework, the following changes in approach have been proposed, primarily aimed at ensuring our remuneration arrangements are appropriately aligned with principles of good governance, with the Company’s medium- to long-term strategy, and with shareholders:

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More robust share ownership guidelines – No specific guideline level is included in the current Policy for Executive Directors. We are proposing to make clear that the minimum expectation is to reach and maintain a holding equivalent to 200% of salary;

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Reduction in overall incentive award potential – We are proposing to reduce the maximum exceptional annual EIP award limit from 1000% to 500% of salary. The Committee takes the view that, although some ‘headroom’ may be necessary, a ceiling of 500% of salary is sufficient for our current size of business.

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Standardizing our payments for loss of office policy – We are proposing to amend the termination policy for the Executive Directors in order to better align with US practice and to align the treatment of the two Executive Directors (whose arrangements currently differ) and to ensure the Policy is both attractive to new recruits and to encourage talented executives to stay with Ferroglobe. The current proposal is that, in the event of termination by the company without cause or resignation for good reason, the Executive Chairman and the Chief Executive Officer will be entitled to a severance payment of 2 x base salary. Health and welfare benefits will continue to be paid for a period of 12 months from the date of termination and, in addition, outplacement counselling may be provided of up to $50,000 and good leaver status would apply in respect of incentive plans including unvested equity awards. This is a change to the current Policy which already provides that the Executive Chairman will receive a severance payment of one year’s salary plus a payment equal to the average bonus payable over the three years prior to termination plus pension and the cost of benefits;

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More flexibility in our payments for loss of office policy in a change of control scenario – We are proposing to incorporate additional flexibility to allow for certain additional payments in the event of a change of control and involuntary termination without cause or resignation for good reason within twelve months following the change of control. The current proposal is that in such ‘double trigger’ circumstances the Executive Directors will be entitled to severance payments of 3x salary plus the value of their target bonus. Health and welfare benefits will continue for 12 months, and outplacement counselling of up to $50,000 may also be provided. Additionally, any unvested equity will immediately vest. This change will ensure we have competitive service contracts and that we are limiting any potential adverse impact on the motivation, dedication and objectivity of our Directors in the event of a potential and/or actual change of control;

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More clarity regarding the discretions retained by the Committee – The proposed Policy makes clearer that the Committee retains full flexibility to override formulaic outcomes in light of overall Group

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performance; and that dividends or dividend equivalents may be paid for deferred share bonus and LTIP awards (to the extent they vest);

CONSIDERATIONS WHEN DETERMINING THE POLICY

The overall aim of the Policy is to provide appropriate incentives that reflect the Company’s high-performance culture and values to maximize returns for shareholders.

In summary, our aim as regards the Policy is to provide remuneration which:

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provides competitive (but not excessive) packages when compared with other international companies of a similar size and complexity, sufficient to attract, retain and motivate high performing executives who have the potential to support the growth of the Company and attracts and retains Non-Executive Directors who can substantially contribute to our success;

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encourages strong performance and engagement, both in the short and the long term, to enable the Company to achieve its strategic objectives;

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aligns executive remuneration with company culture, purpose and values;

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links a very significant proportion of pay to performance conditions measured over the short term and longer term;

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has regard to the expectations of shareholders and other stakeholders and conforms to high standards of corporate governance;

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sets fixed pay levels at or around market norms to allow for a greater proportion of total remuneration opportunity to be in variable pay; and

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creates strong alignment between the interests of shareholders and executives through, for example, the use of equity in variable incentive plans, the setting of performance targets closely linked to the Company’s KPIs, and the operation of shareholding guidelines for Directors.

OPERATION OF THE POLICY

Throughout the Policy, reference is made to the authority, powers and discretions vested in the Committee. It is the Committee’s practice that, in relation to any significant decision in relation to the compensation of the Company’s Executive Directors or the second tier of executive management below them, the Committee makes recommendations to the Board which determines the final decision of the Company on such matters.

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The following table summarizes the Policy as applied to Executive Director remuneration:

COMPONENTS OF REMUNERATION FOR EXECUTIVE DIRECTORS

Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
Salary	A fixed salary commensurate with the individual’s role, responsibilities and experience, having regard to broader market rates.	Normally reviewed annually, taking account of Group performance, individual performance, changes in responsibility, levels of increase for the broader employee population and market salary levels.	A broad assessment of individual and corporate performance is considered as part of the annual review process.
Pension and retirement benefits	Attraction and retention of top talent; providing mechanism for the accumulation of retirement benefits.	Executive Directors may be paid a contribution towards a pension arrangement; a cash allowance in lieu of pension or a combination of the two. The maximum pension contribution and /or cash allowance in total is 20% of base salary. This includes any contributions to U.S. tax-qualified defined contribution 401(k) plan.	Not applicable.
Benefits	Attraction and retention of top talent.	Benefits may include but are not limited to medical cover, life assurance and income protection insurance. Relocation allowances may take into account a housing allowance, school fees, adviser fees for assistance with tax affairs and an expatriate allowance to cover additional expenditure incurred as a result of the relocation.	Not applicable
		Payment of such relocation allowances will be reviewed by the Committee on an annual basis. Benefits may include tax equalization provisions applicable if an Executive moves between jurisdictions with differing tax regimes at the Company’s request.

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Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
		If the Executive moves to an area of higher taxation, the Company may agree to make an annual or other regular payment in cash to compensate him or her for any additional tax burden. Where the Executive moves to a jurisdiction where his or her effective tax burden is lower than that to which he or she was subject prior to such move, the Executive’s compensation may be commensurately reduced to ensure that his or her net pay remains unaffected. Benefits will be provided as the Committee deems necessary including to take into account perquisites or benefits received from a prior employer or as is customary in the country in which an executive resides or is relocated from. Reasonable business expenses incurred in line with the Company policy will be reimbursed (including any tax thereon) Benefits provided by the Company are subject to market rates and therefore there is no prescribed monetary maximum. The Company and the Committee keep the cost of the benefits under review. The Company provides all Executive Directors with directors’ and officers’ liability insurance and will provide an indemnity to the fullest extent permitted by the Companies Act.

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Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
Annual and other bonuses	Short-term performance-based incentive to reward achievement of annual performance objectives.	The annual bonus plan and all payments and awards under it are at the discretion of the Committee. Subject as aforesaid, the Committee will determine an Executive Director’s actual bonus amount, subject to the achievement of stretching performance criteria measured over the relevant financial period. At least two-thirds of the bonus will be based on financial metrics with any balance based on non-financial metrics. The maximum annual bonus opportunity that may be awarded to an Executive Director is normally 200% of salary.	The Committee will select the most appropriate performance measures for the annual bonus for each performance period and will set appropriately demanding targets. No more than 25% of the maximum annual bonus payable for each performance condition will be payable for threshold performance.
		If the Committee, in exceptional circumstances provides higher annual bonus opportunities in any year its rationale will be clearly explained in the Annual Report on Remuneration for the relevant year. In these and other exceptional circumstances the limit will be 500% of salary.	Recovery and recoupment will apply to all bonus awards for misstatement, error or gross misconduct.
		The Committee may choose to defer an element of the annual bonus. An Executive Director may be granted an additional long-term incentive award as described below of equal value (at maximum) to the amount of annual bonus deferred

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Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
		In addition or in place of an annual bonus, the Company may pay a retention bonus where it considers it necessary to retain key Executives in situations where the relevant Executive would otherwise leave the Company and his or her retention is critical to the Company’s performance and/or the achievement of strategic goals or key projects. The grant, terms and payment of any retention bonus are at the discretion of the Committee. A retention bonus may be payable in cash or in shares and subject to such conditions as the Committee sees fit, including the Executive remaining with the Company for a defined period of time and/or meeting set performance criteria. The Committee would normally count any retention bonus awarded towards the 500% of salary limit.
Long-term incentive awards	Focus Executive Directors’ efforts on sustainable strong long-term performance of the Company as a whole, and to aid in retention with multi-year vesting provision. Promotes alignment of Executive Directors’ interests with those of the Company and shareholders.	Executive Directors are eligible for awards to be granted as decided by the Committee under the Company’s long-term incentive plan. All awards are subject to performance targets as determined by the Committee for each grant, performance against which is normally measured over a three-year period. Awards usually vest three years from the date of their grant. The annual target award limit will not normally be higher than 300% of salary (based on the face value of shares at date of grant).	The Committee will select the most appropriate performance measures for long-term incentive awards for each performance period and will set appropriately demanding targets. Performance measures may include, but are not limited to relative TSR, financial, ROCE strategic and ESG-related objectives. The threshold vesting will vary depending on the challenge associated with the measures and target range set.

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Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
		Maximum vesting is normally 150% of target (based on the face value of shares at date of grant). There is an exceptional annual target award limit in recruitment, appointment and retention situations of 500% of salary.	Recovery and recoupment will apply to all long-term incentive awards for misstatement, error or gross misconduct.
Share ownership guidelines	Increases alignment between the Executive Directors and shareholders.	Executive Directors are required to build up and maintain an in-employment shareholding worth 200% of salary. This shareholding guideline could be achieved through the retention of shares on vesting/exercise of share awards and may also (but is not required to) be through the direct purchase of shares by the Executive Directors.	Not applicable.

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PERFORMANCE CRITERIA AND DISCRETIONS

Selection of Performance Criteria

The Committee annually assesses at the beginning of the relevant performance period which corporate performance measures, or combination and weighting of performance measures, are most appropriate for both annual bonus and long term incentive awards to reflect the Company’s strategic initiatives for the performance period. The Committee has the discretion to change the performance measures for awards granted in future years based upon the strategic plans of the Company. The Committee sets demanding targets for variable pay in the context of the Company’s trading environment and strategic objectives and taking into account the Company’s internal financial planning and market forecasts. Any non-financial goals will be well defined and measurable.

Discretions retained by the Committee in operating its incentive plans

The Committee operates the Group’s various plans according to their respective rules. In administering these plans, the Committee may apply certain operational discretions. These include the following:

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determine the extent of payout/vesting based on the assessment of performance, including exercising its discretion to adjust payouts and to override formulaic outcomes as and where appropriate;

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determine who participates in the plan, the quantum of the award and/or payment and the timing of awards and/or payments;

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determine whether-and the extent to which -dividens or dividend equivalents may accrue and be paid on LTIP awards and deferred share bonus awards (to the extent they vest);

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what the weightings, measures and targets should be for the annual bonus plan and LTIP from year to year;

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determine “good leaver” status (as described below) and where relevant extent of vesting;

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where relevant determine the extent of vesting and/or payments in the event of a change of control in accordance with the rules of the various plans; and

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make the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events, variation of capital and special dividends).

The Committee, acting fairly and reasonably, and after consulting plan participants, may adjust the targets and/or set different measures and alter weightings for the variable pay awards already granted (in a way that the alterations are intended to create an equivalent outcome for plan participants) only if (i) an unexpected event (whether a corporate or outside event) occurs which causes the Committee to reasonably consider that the performance conditions would not achieve their original purpose without alteration and (ii) the varied conditions are materially no more or less difficult to satisfy than the original conditions. Any changes and the rationale for those changes will be set out clearly in the Annual Report on Remuneration in respect of the year in which they are made.

Remuneration scenarios for the Executive Directors

The charts below show the level of remuneration potentially payable to each of Javier López Madrid as Executive Chairman and Marco Levi as CEO under different performance scenarios for the 2025 financial year.

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In respect of the remuneration of the Executive Chairman

In respect of the remuneration of the CEO:

Assumptions

Fixed pay comprises base salary for 2025, benefits and a pension contribution of 20% of base salary for each of Javier Lopez Madrid and Marco Levi. Benefits comprise private health, income protection and life insurance arrangements at an estimated level of 8.3% of base salary for Javier Lopez Madrid and 4.85% of base salary for Marco Levi salary and an expatriate allowance of 20% of base salary in the case of Javier López Madrid.

On-target performance comprises fixed pay plus annual bonus of 100% of base salary, and long-term incentives of 133% of base salary, for the Executive Chairman and the CEO.

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Maximum performance comprises fixed pay plus annual bonus of 150% of base salary, and long-term incentives of 200% of base salary, for the Executive Chairman and the CEO.

Maximum performance plus share price growth comprises the maximum performance scenario described above plus an assumed 50% share price growth over the performance period of the LTIP.

As described in the Policy, an additional long-term incentive award may be granted if part of the annual bonus is deferred, with the maximum value of such award equal to the amount of bonus deferred.. No such awards are to be made in 2025.

Approach to Recruitment Remuneration

The Committee expects any new Executive Directors to be engaged on terms that are consistent with the Policy as set out above.

The Committee recognizes that it cannot always predict accurately the circumstances in which any new directors may be recruited. The Committee may determine that it is in the interests of the Company and shareholders to secure the services of a particular individual which may require the Committee to take account of the terms of that individual’s existing employment and/or their personal circumstances. Examples of circumstances in which the Committee expects it might need to do this are:

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where an existing employee is promoted to the Board, in which case the Company will honour all existing contractual commitments including any outstanding annual bonus or long-term incentive awards or pension entitlements and will provide other benefits consistent with those provided to senior leaders in that employee’s home country or place of residence prior to appointment to the Board;

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where an individual is relocating in order to take up the role, in which case the Company may provide certain one-off benefits in addition to benefits set out in the policy table such as reasonable relocation expenses, assistance with visa applications or other immigration issues and ongoing arrangements such as flights home and cost of education; and

•

where an individual would be forfeiting fixed or variable remuneration in order to join the Company, in which case the Committee may award appropriate additional compensation in addition to the limit set out in the policy table. The Committee would look to replicate the arrangements being forfeited as closely as possibly taking into account the nature of the remuneration, performance conditions, attributed expected value and the time over which any variable pay would have vested or been paid.

In making any decision on any aspect of the remuneration package for a new recruit, the Committee would balance shareholder expectations, current best practice and the requirements of any new recruit and would strive not to pay more than is necessary to achieve the recruitment. The Committee would give full details of the terms of the package of any new recruit in the next remuneration report. Overall award levels under the Company’s variable incentive plans would not exceed those set out in the policy table, but their proportions may be altered for the first three years of employment.

New Executive Directors will be offered a base salary in line with the Policy. This will take into consideration a number of factors including external market forces, the expertise, experience and caliber of the individual and current level of pay. Where the Committee has set the salary of a new appointment at a discount to the market level initially until proven, an uplift or a series of planned increases may be applied in order to bring the salary to the appropriate market position over time.

Depending on the timing of the appointment, the Committee may deem it appropriate to set different annual bonus performance conditions for the first performance year of appointment. An LTIP award may be made shortly following an appointment (assuming the Company is not in a close period).

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Executive Directors’ Service Contracts and Policy on Cessation

In order to motivate and retain the Executive Directors and other senior executives, most of whose backgrounds are in the United States and Europe, the Committee has taken account of market practices in those countries in formulating the Policy, including (a) determining the treatment of annual and retention bonuses and long term incentive awards in case of termination of their employment by the Company without cause, (b) referencing past annual bonuses in calculating the amount of payment in lieu of notice, (c) determining the extent of vesting of long term incentive awards in the event of a takeover or change of control and (d) determining that all long term incentive awards granted to an executive in any financial year will be subject to achievement of performance targets.

Service contracts

Subject to the Approach to Recruitment Remuneration above, Executive Directors have rolling service contracts for an indefinite term but a fixed period of notice of termination which would normally be 12 months. With respect to newly appointed directors, the Committee may, if it considers it necessary, agree a notice period in excess of 12 months (but not exceeding 24 months), provided it reduces to 12 months within a specified transition period of not exceeding 36 months. Service contracts for new Executive Directors may have similar terms for general severance and change of control as those set out below for the current Executive Directors. The service contract for Javier López Madrid is in accordance with this policy and his fixed period of notice of termination is 12 months. See below for more on Marco Levi’s service contract.

The Executive Chairman’s current service contract may be terminated for cause without notice and without further payment or compensation, except for sums accrued to the date of termination. In other circumstances, the Company may terminate his employment with immediate effect and make a payment in lieu of notice in the amount equivalent to the aggregate of (i) base salary, (ii) the average of annual bonuses in the last three years prior to termination, (iii) pension allowance plus (iv) cost of benefits, for the notice period (or if a notice has been served, for the unserved notice period). He would be entitled to an equivalent payment in the event of his resignation for good reason (as defined in the service contract).

Marco Levi is currently employed under a service contract made under Spanish law (and in particular, the provisions of the Royal Decree 1382/1985 1st of August regarding senior management (“Alta Dirección”). Spanish employment law imposes a number of mandatory requirements, including in relation to termination. The CEO’s service contract may be terminated for cause (as defined in the service contract by reference to Spanish statutory law) without notice and without further payment or compensation, except for sums accrued to the date of termination. If the dismissal is declared null or unfair by a definitive court or labour tribunal ruling, the CEO is entitled to receive a severance payment equal to six months’ salary plus a payment equal to the Company’s costs in such six-month period corresponding to the insurance and pension benefits in force at the time of termination. This severance compensation includes and absorbs the compensation and any statutory notice to which the Executive may otherwise be entitled by operation of law. In the event that the CEO is dismissed without cause, the CEO will similarly be entitled to receive a severance payment equal to six months’ salary plus an amount equal to the costs the Company would have incurred in providing pension, health insurance, income protection and life assurance benefits for the period of notice, in lieu of any statutory notice to which the CEO would otherwise be entitled.

In addition, in accordance with Spanish law and as contemplated in the section below, the CEO has enhanced post termination restrictive covenants. Under these provisions, the Company may be required to make an additional payment to ensure the enforceability of certain post-employment restrictions on competition for a period of six months from termination on terms which are customary in senior management employment relationships. The amount payable is 30% of the CEO’s salary at the date of termination and is deemed discharged at the rate of 15% of salary per annum throughout the employment relationship, such that on termination no further sums will be payable if an amount equal to 30% of salary has already been paid. The total amount payable on termination of the CEO’s current service contract other than for cause is therefore less than 12 months’ salary and benefits.

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Where an Executive Director’s service contract is terminated for “without cause” or for “good reason” as defined in the relevant director’s service contract, the provisions outlined below in relation to annual bonus awards and long-term incentive awards as described below will apply.

Executive Directors’ service contracts and addendum when finalized (or a memorandum of the terms where the contract is unwritten) are available for inspection at the Group’s office at 13 Chesterfield Street, London, W1J 5JN during normal business hours and at the Annual General Meeting.

General and contractual severance terms

As circumstances may require, the Committee may approve compensation payments in consideration of statutory entitlements, for a release of claims, enhanced post-termination restrictive covenants (for example, as outlined above) or transitional assistance, such as outplacement services and payment of legal fees in connection with termination, the costs of short term accommodation or leasing arrangements, home relocation expenses including tax related expenses and other ancillary payments thereto.

The Committee may approve amendments to service contracts to provide for (i) contractual severance terms and/or (ii) contractual payments due in connection with a change of control; in each case resulting in such terms as the Committee considers appropriate.

Proposals in respect of such contractual severance terms are being finalised for the Executive Chairman and CEO and are currently expected to result in new contractual termination related severance entitlements (in the event of termination without cause or resignation for good reason) for each equal to (i) 200% of base salary; (ii) continued health and welfare support for 12 months; together with outplacement support of up to $50,000 and good leaver status in respect of incentive plans including unvested equity awards will apply.

Proposals in respect of such contractual payments due in connection with a change of control (and the associated meaning of a change of control for such purpose) are being finalised for the Executive Chairman and CEO and are currently expected to result in new contractual change of control related entitlements (in the event of termination without cause or resignation for good reason within 12 months following such change of control i.e. double trigger) equal to (i) 300% of base salary; (ii) target bonus for the termination year and (iii) continued health and welfare support for 12 months; together with outplacement support of up to $50,000 and good leaver status in respect of unvested equity awards with accelerated vesting.

Annual bonus awards (including retention awards)

In the event that an Executive Director’s employment is terminated without cause, by resignation by the Executive Director for good reason, or by reason of death, injury, disability or his employing company or the business for which he works being sold out of the Group, the Company will pay an annual bonus amount in respect of the financial year in which termination occurs subject to target performance or actual performance against the original conditions being met at the end of the period and with pro-rating of the award determined on the basis of the period of time served in employment during the normal vesting period but with the Committee retaining the discretion in exceptional circumstances to increase the level of vesting within the maximum annual bonus amount as determined by the performance conditions. The Committee may, if it considers it appropriate in exceptional circumstances, measure performance to the date of cessation. In other circumstances, payment will be at the Committee’s discretion. The Committee will consider the period of the year worked and the performance of the Executive Director during that period when considering how to exercise its discretion.

The terms of any retention bonus agreed to be paid to an Executive Director may provide for such bonus to be payable on that Executive Director’s employment being terminated without cause, by resignation by the Executive Director for good reason, or by reason of death, injury, disability or his employing company or the business for which he works being sold out of the Group. In any such case, the retention bonus will become payable in such circumstances.

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Long-term incentive awards

As a general rule, any unvested long term incentive award (except deferred bonus awards see below) will lapse upon an Executive Director ceasing to be an employee or director in the case of voluntary resignation or dismissal for cause. However, if the cessation is without cause, by resignation by the Executive Director for good reason, or because of his death, injury, disability or his employing company or the business for which he works being sold out of the Group or in other circumstances at the discretion of the Committee, and generally for any award granted in 2022 and beyond, then the award will normally vest in full on the date when it would have ordinarily vested subject to the performance conditions being met. Where an award vests at the discretion of the Committee, that award may be pro rated taking into account the period of time served in employment during the normal vesting period of the award. The Committee can, for any cessation, measure performance up to the date of cessation and permit awards to vest early in respect of which the same pro-ration principles noted above remain applicable. For awards granted in 2022 and beyond, good leaver treatment in relation to cessation without cause and/or by resignation of an Executive Director for good reason will be at the discretion of the Committee.

Deferred bonus awards vest in full upon cessation, other than in case of voluntary resignation by an Executive Director without good reason or dismissal for cause. Vested but unexercised awards held on cessation will remain capable of exercise for a limited period save in the case of dismissal for cause.

In the event of a takeover all awards will vest early to the extent that the performance conditions are determined as satisfied at that time on such basis as the Committee considers appropriate. In respect of awards granted in 2022 and beyond, in the event of a takeover awards may also be pro-rated at the discretion of the Committee.

External appointments

Executive Directors may retain fees paid for external director appointments. These appointments are subject to disclosure to and approval by the Board and must be compatible with their duties as Executive Directors.

Differences in the remuneration policy of the Executive Directors and employees

There are no material differences in the Policy for Executive Directors compared to that of senior management other than in terms of quantum and levels of participation in incentive plans reflecting the higher weighting to variable pay and ability to influence performance outcomes. For the wider employee population, the Company aims to provide remuneration structures and levels that reflect market norms for the location at which they are based.

Consideration of employment conditions elsewhere in the Company

It is not the Committee’s practice to consult with employees on matters relating to executive pay. However, the Committee will consider pay structures, practices and principles across the Group on a regular basis and take these into account in any review of the Policy or implementation thereof.

Consideration of shareholder views

The Board is committed to dialogue with shareholders. The Committee will consider shareholder feedback received following the Annual General Meeting, as well as any additional feedback and guidance received from time to time. This feedback will be considered by the Committee as it develops the Company’s remuneration framework and practices going forward.

The 2025 Policy has been formulated taking into account the Company’s understanding of current shareholder views on the Company’s remuneration policy and practices.

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Directors’ Remuneration Policy for Non-Executive Directors

The following table summarizes the Policy as applied to Non-Executive Director remuneration.

Element	Purpose and link to strategy	Operation and maximum opportunity	Performance framework and recovery
Non-Executive Directors fees including any Non-Executive Chairman	To appropriately remunerate the Non-Executive Directors	The Non-Executive Directors are paid a basic fee. Supplemental fees may be paid for additional responsibilities and activities, such as for Board committee responsibilities (e.g. for chairing and for being a member of the audit, compensation, nominations and corporate governance committees) and for undertaking the Senior Independent Director role, to reflect the additional responsibilities as well as travel fees to reflect additional time incurred in travelling to meetings.	Not applicable
		These fee levels are reviewed periodically, with reference to time commitment, knowledge, experience and responsibilities of the role as well as market levels in comparable companies both in terms of size and sector.
		The Company does not currently have a Non-Executive Chairman. If one were appointed his or her fee would be set at a level with reference to time commitment, knowledge, experience and responsibilities of the role as well as market levels in comparable companies both in terms of size and sector.
		There is no maximum fee level or prescribed annual increase.


Payment of expenses and benefits	To support the Non-Executive Directors in the fulfilment of their duties	Reasonable expenses incurred by the Non-Executive Directors in carrying out their duties may be reimbursed by the Company including any personal tax payable by the Non-Executive Directors as a result of reimbursement of those expenses. The Company may also pay an allowance in lieu of expenses and may arrange and pay for the provision of advice or assistance in relation to personal taxes for which the Non-Executive Director may be liable in connection with his or her appointment to the Board, if it deems this appropriate. The Company provides Non-Executive Directors with directors’ and officers’ liability insurance and an indemnity to the fullest extent permitted by the Companies Act.	Not applicable

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Letters of Appointment with Non-Executive Directors

The Company does not enter into service contracts with its Non-Executive Directors, rather the Company enters into letters of appointment for a rolling period of 12 months with each annual renewal being subject to re-election at each annual general meeting of the Company. No compensation for loss of office is payable in the event a Non-Executive Director is not re-elected. The Company may request that Non-Executive Directors resign with immediate effect in certain circumstances (including material breach of their obligations) in which case their appointment would terminate without compensation to the Non-Executive Director for such termination but with accrued fees and expenses payable up to the date of termination.

Appointment of Non-Executive Directors

For the appointment of a Non-Executive Chairman or other Non-Executive Directors, the fee arrangement would be in accordance with the approved Directors’ Remuneration Policy in place at that time.

Minor amendments

The Committee may make minor changes to the Policy, which do not have a material advantage or disadvantage overall to directors, to aid in its operation or implementation (including to take account of any change in legislative or regulatory requirements applicable to the Company) without seeking shareholder approval for a revised version of the Policy.

Legacy arrangements

For the duration of this Remuneration Policy, the Company will honor any commitments made in respect of current or former Directors before the date on which either: (i) the Policy becomes effective; or (ii) an individual becomes a Director, even where not consistent with the Policy set out in this report or prevailing at the time such commitment is fulfilled. Through approval of this Policy, approval is given to the Company to honor any such commitments. Details of any legacy arrangements made outside this Policy will be disclosed in future Directors’ Remuneration Reports as and when they arise.

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ANNUAL REPORT ON REMUNERATION

Implementation of the Directors’ Remuneration Policy for the year ending 31 December 2024

This section sets out how the Committee intends to implement the Policy for the year ending 31 December 2024.

Base salary

Javier López Madrid was appointed as Executive Chairman with effect from 31 December 2016. Javier López Madrid’s salary was reviewed in 2025 and was increased from £617,400 ($768,046) to £629,748 ($788,998) per annum effective 1 April 2025.

Marco Levi’s base salary as CEO was reviewed in 2025 and was increased from EUR841,000 ($909,978) per annum to EUR857,820 ($891,189) per annum effective 1 April 2025.

In both cases, the increases were in line with increases for the general workforce and consistent with market practice for the Company’s industry. Neither Javier Lopez Madrid nor Marco Levi received any additional fees or compensation for their respective roles on the Board.

Pension and benefits

In accordance with the Policy, both Executive Directors receive a pension contribution at the rate of 20% of base salary, payable as a cash allowance. In addition, they receive health insurance, income protection and life assurance benefits to the value of approximately 8.3% of salary for the Executive Chairman and 4.8% for the CEO.

The Company provides directors’ and officers’ liability insurance and an indemnity to the fullest extent permitted by the Companies Act.

Variable Remuneration

Short Term Incentives

The objectives for the 2025 annual short-term incentives were determined by the Compensation Committee and the Board in April 2025. For each of the Executive Directors, target is at 100% of base salary, with a maximum opportunity of 150% of base salary. As in past years and consistent with the Committee’s approach to incentive awards, the maximum opportunity has been set significantly below limits in the Policy. The performance indicators for the Executive Directors are 2025 adjusted EBITDA, accounting for 50% weighting, and 2025 adjusted free cash flow, accounting for 50% weighting.

Long-term incentives

The 2025 long-term incentive grant has not yet been approved by the Compensation Committee and the Board, which are expected to do so in the coming months. The awards are expected to be structured as performance share awards with awards vesting three years from grant subject to continued service and the achievement of performance conditions. The award levels are expected to be 133% of base salary as target and 200% of base salary as maximum in the case of the Executive Directors. Performance conditions are expected to comprise long-term key financial indicators and relative total shareholder return relative to a comparator group. All performance conditions are expected to be measured over the 1 January 2025 to 31 December 2027 period. In addition, the grants are expected to be subject to an ESG-related multiplier, which can both reduce or increase the total amount of payouts within the overall award maximum of 200% of salary.

Any relative TSR performance condition is expected to be based on a bespoke comparator group as used for recent awards comprising Outokumpu, Imerys, Eramet, Jacquet Metals, Evonik Industries, Wacker, Thyssenkrupp, SGL Carbon SE, Amg Advanced Metallurgical Group, Elkem, Acerinox, Materion Corp.,

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Minerals Technologies Inc., Schnitzer Steel Industries, Kaiser Aluminum, Ati Inc., Steel Dynamics Inc., Timkensteel, Century Aluminum Co. and Cleveland-Cliffs.

Non-Executive Director share ownership guidelines

In 2018, the Non-Executive Directors reviewed the guidelines under which they had voluntarily agreed to apply on a cumulative basis at least a quarter of their normal annual gross fees to acquire shares under arrangements designed to ensure that shares can be purchased on a regular basis over a period of eight years and agreed several points of clarification, including that:

•

Where more or fewer shares are acquired in any year, the value of shares to be acquired in subsequent years may be reduced or increased respectively such that on a cumulative basis the 25% test is satisfied;

•

Each Non-Executive Director agrees to retain his or her shares until the earlier of achieving a holding equal to twice his or her annual base fees being achieved or that director leaving the Board;

•

Where a director holds outstanding and exercisable share-based or phantom restricted stock awards, the shares or notional shares under award are to be taken into account in determining the relevant director’s holding and may be exercised and disposed of at any time (with consequent effect on the director’s holding).

Fees for the Non-Executive Directors

Fees are set and payable in Pounds sterling. The fees for 2025 are the same as those for 2024.

	Non-Executive Director base fee			£70,000 ($89,495)
	Senior Independent Director			£35,000 ($44,747)
	Member of Audit Committee			£17,500 ($22,373)
	Member of Compensation Committee			£15,500 ($19,816)
	Member of Nominations and Governance Committee			£15,500 ($19,816)
	Committee Chairperson			Two times committee membership fee
	Extraordinary meetings (per meeting)
	In person meetings			£2,500 ($3,196)
	Meetings by videoconference/telephone			£1,250 ($1,598)
	Travel fee (per meeting)
	Intercontinental travel			£3,500 ($4,474)
	Continental travel			£1,500 ($1,917)

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REMUNERATION PAID IN RESPECT OF THE YEAR TO 31 DECEMBER 2024

Single Figure of Remuneration for the period – Audited

The table below shows the aggregate emoluments earned by the Executive Directors of the Company who served at any time during either of the years ended 31 December 2024 and 31 December 2023. The emoluments shown for 2024 have been converted to USD at the Group’s average rate for year to 31 December 2024 of GBP1:USD1.2785. Those for 2023 were converted at the rate of GBP1:USD1.244 in accordance with the 2023 U.K. Annual Report. Numbers given in Euros in any part of the Directors Remuneration Report are converted to USD at the Group’s rate of €1:USD 1.0824 and to GBP at the Group’s rate of €1:GBP 0.8292.

Executive Director	Salary (USD 000s)				Benefits11 (USD 000s)				Pension12 (USD 000s)				Short-term incentives (USD 000s)				Long-term incentives13 (USD 000s)				Total (USD 000s)
Executive Director	2024		2023		2024		2023		2024		2023		2024		2023		2024		2023		2024		2023
Javier López Madrid		783		746		223		196		156		149		544		565		446		—		2,152		1,656
Marco Levi		903		882		45		41		181		176		627		668		564		—		2,320		1,767

Executive Director	Total Fixed Remuneration				Total Variable Remuneration				Total Remuneration
Executive Director	2024		2023		2024		2023		2024		2023
Javier López Madrid		1,162		1,091		990		565		2,152		1,656
Marco Levi		1,129		1,099		1,191		668		2,320		1,767

The table below shows the aggregate emoluments earned by the Non-Executive Directors of the Company who served at any time during the years ended 31 December 2024 and 31 December 2023.

Non-Executive Directors	Fees ($’000)				Benefits ($’000)14				Total ($’000)
Non-Executive Directors	2024		2023		2024		2023		2024		2023
Bruce L Crockett		194		219		22		22		216		241
Stuart E Eizenstat		109		113		13		9		122		122
Manuel Garrido y Ruano		89		99		5		5		94		104
Rafael Barrilero		129		135		9		9		138		144
Nicolas de Santis		139		124		—		—		139		124
Juan Villar-Mir de Fuentes		89		91		3		4		92		95
Marta Amusategui		131		139		9		9		140		148
Silvia Villar-Mir de Fuentes		89		102		7		7		96		109
Belén Villalonga Morenes		127		147		22		22		149		169

For Javier López Madrid, benefits include an expatriate allowance of 20% of salary (£122,580 ($156,718 in 2024), and medical insurance and life assurance coverage as benefits. For Marco Levi, benefits include medical and life assurance coverage as benefits.

For 2024 the pensions for Javier López Madrid and Marco Levi are 20% of base salary, paid as a cash supplement.

The performance period of the 2022 long-term incentive awards ended on 31 December 2024. As outlined below, the 2024 awards are expected to vest on 22 September 2025, subject to continued service only, at 82.42% out of a maximum of 150%. The value of the 2022 LTIP, which forms part of the 2024 column, is an estimate based on the expected number of awards which will vest and using the average share price over the 3 months to 31 December 2024 ($4.29), the date of when the performance period ended.

Benefits exclusively comprise travel allowances.

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Short-term incentives for the financial year to 31 December 2024 for the Executive Directors – audited

The target annual bonus opportunity for each of the Executive Directors was 100% of salary, with a maximum opportunity of 150%, and the performance measures for 2024 for each are detailed in the tables below. Final bonuses were approved by the Compensation Committee and Board on 22 April 2025 and paid at 68.9% of target for the Executive Chairman and CEO.

Performance targets and performance for the Executive Directors in 2024 were as follows:

Measure

Weighting
(target % of
award)

Threshold
performance
(0% of target
paid)

Target
performance
(100% of
target paid)

Stretch
performance
(150% of
target paid)

Actual
Performance

Bonus
outcome
(% of
target)

Adjusted EBITDA

50%

$81 million

$98 million

$172 million

$154 million

137.8%

Adjusted Free cash-flow

50%

$70 million

$83 million

$109 million

$41.5 million

LONG TERM INCENTIVE AWARDS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2024 – AUDITED

Awards vesting /performance period ending in financial year 2024

The 2022 long term incentive awards are subject to performance conditions which ended 31 December 2024

Measure

Weighting
(target % of
award)

Threshold
performance
(60% of
target paid)

Target
performance
(100% of
target paid)

Stretch
performance
(150% of
target paid)

Actual
Performance

EIP
outcome

Adjusted EBIT

40%

$887 million

$1,267 million

$1,647 million

$1,098 million

32.92%

Operating cash flow

40%

$778 million

$1,112 million

$1,446 million

$1,024 million

35.76%

Relative TSR15

20%

Median

Upper Quartile

13th position

The awards are subject to a multiplier for a health and safety measure which can both reduce or increase the total amount of payouts. If the lost time frequency rate for full year 2024 is 4.82 or more, awards will be subject to a multiplier of 90%. If the lost time frequency rate is 3.78, awards will be subject to a multiplier of 100%. If the lost time frequency rate is 3.42 or less, awards will be subject to a multiplier of 120%. Values falling between such points will be measured on a straightline basis. The actual health and safety outcome was 1.8 which resulted in a multiplier of 120%.

Overall, the awards will vest at 82.42% of target. They remain subject to continued service until the vesting date.

Director

Award
type

Grant
date

Outstanding

Due to vest
based on
performance

Estimated
value due to
vest16

Vesting
date

Javier López Madrid

LTIP Nil cost option

21.09.22

189,431

104,086

446 thousands

22.09.25

Marco Levi

LTIP Nil cost option

21.09.22

239,521

131,609

565 thousands

22.09.25

Peer group comprises Outokumpu, Imerys, Eramet, Jacquet Metals, Evonik Industries, Wacker, Thyssenkrupp, SGL Carbon SE, Amg Advanced Metallurgical Group, Elkem, Acerinox, Materion Corp., Minerals Technologies Inc., Schnitzer Steel Industries, Kaiser Aluminum, Ati Inc., Steel Dynamics Inc., Timkensteel, Century Aluminum Co. and Cleveland-Cliffs

Value based on the average share price over three months to 31 December 2024

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Awards granted in financial year 2024

On 19 June 2024 Javier López Madrid and Marco Levi were granted long-term incentive awards as set out in the table below.

Type of
award

Basis of award
(at max)

Share
value
at grant

Number
of shares
at target

Number
of shares
at max

Face
value of
shares at
max

Vesting
date

Performance
period

Javier López Madrid

Nil-cost
option

200% of
salary

$5.7689

182,651

273,977

$1,580,546

19 June 2027

1 January 2024 through 31
December 2026

Marco Levi

Nil-cost
option

200% of
salary

$5.7689

213,813

320,720

$1,850,202

19 June 2027

1 January 2024 through 31
December 2026

The 2024 long term incentive awards are structured as performance share awards with awards vesting three years from grant subject to continued service and the achievement of performance conditions. The award levels are 100% of base salary at target and 200% of base salary at maximum in the case of the Executive Directors.

The performance conditions are as follows:

•

Average ROCE (return on capital employed) is defined as EBIT divided by equity plus gross debt and accounts for 70% weighting with performance measured over a straight-line sliding scale with 7% representing minimum and 60% payout, 9% representing target and 100% payout, and 11% representing maximum and 150% payout. Results below 7% are below the minimum and have no associated payout. Average ROCE for the period 2024-2025-2026 will be assessed on those parameters

•

Relative TSR accounts for 30% weighting, with performance measured over a straight-line sliding scale with median (50th percentile) representing minimum and target, and 10% pay-out, and 75% percentile or greater representing maximum and 150% payout. Results below median are below minimum and have no associated payout

The relative TSR performance condition is based on a bespoke comparator group comprising Outokumpu, Imerys, Eramet, Jacquet Metals, Evonik Industries, Wacker, Thyssenkrupp, SGL Carbon SE, Amg Advanced Metallurgical Group, Elkem, Acerinox, Materion Corp., Minerals Technologies Inc., Schnitzer Steel Industries, Kaiser Aluminum, Ati Inc., Steel Dynamics Inc., Timkensteel, Century Aluminum Co. and Cleveland-Cliffs.

In addition, the grants are subject to an ESG multiplier for relative reduction of indirect CO2 emission intensity by comparing indirect emissions intensity for 2026 to the indirect emissions intensity for 2020. Indirect emissions intensity is defined as tCO2 emitted by Ferroglobe electricity suppliers divided by our production. Indirect emission intensity is calculated by dividing tCO2/MWh multiplied by MWh7t. Performance measured over a straight-line sliding scale with a -6% reduction representing minimum and 90% payout, a reduction of -8.4% representing target and 100% payout, and a reduction of -10.9% representing maximum and 120% payout. Reductions below -6% are below minimum and have no associated payout.

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Directors’ shareholding and share interests – Audited

The table below sets out the number of shares held or potentially held by directors (including their connected persons where relevant) as at 31 December 2024. The Company has share ownership guidelines in place under which it recommends that non-executive directors hold up to a number of shares in the Company equivalent to 200% of base salary.

Director	Beneficially owned shares		Number of shares under long term incentive awards without performance conditions17		Number of shares under long term incentive awards with performance conditions18		Shareholding as a % of base salary		Percentage of Executive Director’s base salary held as shares as at 31 December 202419
Javier López Madrid		121,200		1,201,005		607,912		—		58%
Marco Levi		431,197		540,004		713,001		—		181%
Bruce L. Crockett		46,000		2,527		—		90%
Stuart E. Eizenstat		72,121		—		—		251%
Manuel Garrido y Ruano		870		—		—		4%
Marta de Amusategui y Vergara		78,220		—		—		227%
Juan Villar Mir de Fuentes		—		—		—		0%
Belen Villalonga		—		—		—		0%
Nicolas De Santis		—		—		—		0%
Silvia Villar Mir de Fuentes		73,990		—		—		316%
Rafael Barrilero		—		—		—		0%

Where performance conditions have already been tested by the Board, such amounts are reflected in the “without performance conditions” column with their expected vesting values.

Refers to the maximum number of shares to potentially vest under the 2023 and 2024 LTIP grants.

Measured by reference to beneficially owned shares only and using the closing share price on 31 December 2024 of $3.80 and the 2024 base salaries of the Executive Directors in USD as disclosed above under “—Base salary”.

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The Directors’ outstanding share awards as at 31 December 2024 were as detailed below:

Director	Award type	Grant date		Outstanding		Subject to performance conditions20		Exercisable as of 31 December 2024		Exercised during the year to 31 December 2024		Future vesting	Vesting date
Javier López Madrid	LTIP Nil cost option		24.11.16		28,11721		Yes		Yes		—	—		24.11.19
	LTIP Nil cost option		01.06.17		70,46421		Yes		Yes		—	—		01.06.20
	LTIP Nil cost option		21.03.18		46,77721		Yes		Yes		—	—		21.03.21
	Deferred Bonus Award: Nil cost option		14.06.18		23,06622		No		Yes		—	—		14.06.21
	LTIP Nil cost option		13.03.19		110,11421		Yes		Yes		—	—		28.04.22
	LTIP Nil cost option		16.12.20		432,77121		Yes		Yes		—	—		16.12.24
	LTIP Nil cost option		09.09.21		385,61121		Yes		Yes		—	—		01.01.24
	LTIP Nil cost option		21.09.22		104,08623		Yes		No		—	104,086		22.09.25
	LTIP Nil cost option		30.05.23		333,93525		Yes		No		—	333,935		30.05.26
	LTIP Nil cost option		19.06.24		273,97725		Yes		No		—	273,977		19.06.27
Marco Levi	LTIP Nil cost option		16.12.20		408,39524		Yes		Yes		—	—		16.12.24
	LTIP Nil cost option		21.09.22		131,60923		Yes		No		—	131,609		22.09.25
	LTIP Nil cost option		30.05.23		392,28125		Yes		No		—	392,281		30.05.26
	LTIP Nil cost option		19.06.24		320,72025		Yes		No		—	320,720		19.06.27
Bruce L. Crockett	RSU/C		Various		2,52721		No		Yes		—	—		—

Total pension entitlements – Audited

Details of the value of pension contributions are provided in the Pensions column of the Single Figure of Remuneration table. Pension contributions are by way of a cash allowance. There are therefore no specified retirement ages to disclose or consequences of early retirement.

Subject to performance conditions and continued employment in the case of awards to the Executive Directors. See page 58 for performance conditions applicable to the awards granted in 2024.

Performance conditions and service conditions for these awards have been satisfied and the number of shares which are vested but not exercised as at 31 December 2024 are reflected as “outstanding”.

Deferred share bonus awards granted to the Executive Directors only. Vested awards are shown with dividend equivalents.

Performance conditions for these share awards have been satisfied and the number of shares are expected to vest on the 22 September 2025:

For Marco Levi, the 2020 awards were vested in January 2024 and were exercised the 8 April 2025

These awards are subject to satisfaction of performance conditions and service conditions in the future and are yet to be vested.

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Performance Graph

The graph below illustrates the Company´s TSR performance relative to the constituents of the S&P 1200 Metals & Mining index from the start of the first day of listing of Ferroglobe´s shares on 24 December 2015 to 31 December 2024. The graph shows the performance of a hypothetical $100 invested and its performance over that period. The index has been chosen for this table as the most appropriate comparator for the Company in this period as the Company is a constituent of this index.

This graph shows the value, by 31 December 2024, of $100 invested in Ferroglobe on 24 December 2015, compared with the value of $100 invested in the S&P Global 1200 Metals & Mining Index on a daily basis.

Payments for loss of office – Audited

There were no payments made to any director for loss of office in the year ended 31 December 2024.

Payments made to past directors – Audited

There were no payments made to any past directors in the year ended 31 December 2024.

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Executive Chairman remuneration table (in thousands)

	2024	2023	2022
	Javier López Madrid26	Javier López Madrid27	Javier López Madrid28
Executive Chairman’s remuneration29	$1,641	$1.656	$1.989
Annual variable pay (including as a % of maximum)30	$544 (46%)	$565 (33%)	$989 (50%)
LTIP awards with performance period ending in the relevant year31	$446	N/A	N/A

Percentage increase or reduction in the remuneration of the Executive Directors

The following table shows the percentage change in remuneration of each director and European employees have been chosen as an appropriate group against to make the comparison, from financial year 2022, 2023 and 2024.

2024	Javier López Madrid	Marco Levi	Bruce L Crockett	Stuart E Eizenstat	Manuel Garrido y Ruano	Rafael Barrilero	Nicolas de Santis2	Juan Villar Mir de Fuentes	Marta Amusategui	Silvia Villar- Mir de Fuentes	Belén Villalonga Morenes	Average employee pay
Salary and fees (USD 000s)	5%	2%	(11)%	(4)%	(10)%	(4)%	12%	(2)%	(6)%	(13)%	(14)%
All taxable benefits (USD 000s)	10%	4%	0%	44%	0%	0%	—	(25)%	0%	0%	0%
Annual bonuses	(4)%	(6)%	0%	0%	0%	0%	0%	0%	0%	0%	0%
Total	3%	(1)%	(10)%	0%	(10)%	(4)%	12%	(3)%	(5)%	(12)%	(12)%	(5.4)%
2023
Salary and fees (USD 000s)	9%	5%	7%	6%	(4)%	5%	12%	3%	8%	(5)%	19%
All taxable benefits (USD 000s)	8%	11%	0%	0%	0%	0%	—	0%	0%	0%	0%
Annual bonuses	(43)%	(45)%
Total	(17)%	(21)%	7%	5%	(4)%	5%	12%	3%	7%	(4)%	16%	(4.70)%
2022
Salary and fees (USD 000s)	(10)%	19%	1%	(10)%	(9)%	49%	50%	(8)%	(2)%	(6)%	46%
All taxable benefits (USD 000s)	(10)%	4%	57%	100%	100%	125%		100%	100%	58%	340%
Annual bonuses	(12)%	20%
Total	(11)%	18%	4%	(3)%	(4)%	52%	50%	(4)%	5%	58%	62%	61%

At the exchange rate of 1 GBP: 1.2785 USD used in the FY24 Report

At the exchange rate of 1 GBP: 1.244 USD used in the FY23 Report

At the exchange rate of 1 GBP: 1.2369 USD used in the FY22 Report

Remuneration comprises total remuneration

Annual variable pay is the short-term incentive amounts and the percentage of maximum award it represents. Figures elsewhere in this report show bonus as a percentage of target.

The number of shares subject to long term incentive awards where final vesting is determined by reference to performance ending in the year under review is shown as a percentage of target opportunity.

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Relative importance of the spend on pay

The following table shows the Company’s actual spend on pay for all employees compared to distributions to shareholders in the financial year. No share dividends or buybacks have occurred in the referenced years.

	1 January 2024 to 31 December 2024			1 January 2023 to 31 December 2023			1 January 2022 to 31 December 2022
Employee costs		$	279,864,000		$	305,859,000		$	314,810,000
Average number of employees			3,423			3,539			3,470

External directorships during financial year 2024

Javier López Madrid

•

Chief Executive Officer of Grupo VM.

•

Non-Executive Chairman and investor of Siacapital S.L.

Marco Levi

•

Non-executive director of Mativ Holdings Inc

The Board was satisfied that under these arrangements the Executive Chairman and CEO had the necessary time to carry out his duties effectively during 2023.

Under the Policy, Executive Directors may retain fees paid for external director appointments. These appointments are subject to approval by the Board and must be compatible with their duties as Executive Directors.

Membership of the Committee

Since 26 May 2023, our Compensation Committee has consisted of four directors: Ms. Amusategui and Messrs. Barrilero (Chair), Eizenstat and De Santis.

The Executive Chairman, Chief Executive Officer, Chief People & Culture Officer and other members of the management team may be invited to attend meetings to assist the Committee. Other Non-Executive Directors are normally invited to attend meetings to assist the Committee in its deliberations as appropriate. No Executive, however, is present during any decision making in relation to their own remuneration. In addition, neither Ms Villar-Mir de Fuentes nor Mr. Villar-Mir de Fuentes participated in discussions, or votes, regarding the remuneration of Javier López-Madrid.

External advisors

Aon provides independent advice to the Committee and was appointed by the Committee in early 2016. The Committee seeks advice relating to Executive remuneration and Non-Executive Director remuneration and the wider senior management population from Aon. During 2024, the Committee appointed FIT Remuneration Consultants LLP (“FIT”) to support with the development of the new Policy. Aon and FIT also provided advice to management, to enable their support of the Committee, primarily in relation to remuneration reporting and the operation of incentive plans. Aon also provide insurance broking services to the Company

The Committee is satisfied that the advice received from Aon and FIT in relation to executive remuneration matters is objective and independent. Both companies are members of the UK Remuneration Consultants Group and abides by the Remuneration Consultants Group Code of Conduct, which requires its advice to be objective and impartial. The fees paid to Aon for advice provided directly to the Committee in 2023 were £6,400 ($7,962) (excluding VAT), with such fees paid on a per-service basis.

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The fees paid to FIT for advice directly to the Committee in 2024 were £73,252 (excluding VAT), with fees paid on both a fixed activity and per-service basis.

Statement of shareholder voting

The following table shows the results of the advisory vote on the 2024 Remuneration Report at the Annual General Meeting of 18 June 2024.

						For							% of votes cast							Against							% of votes cast							Withheld
		Remuneration Report						128,254,660							97.08							3,641,441							2.76							213,524

Approval

This Directors’ Remuneration Report, including both the Policy and Annual Report on Remuneration has been approved by the Board.

Signed on behalf of the Board.

Chairman of the Compensation Committee
22 May 2025

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERROGLOBE PLC

1 Our opinion is unmodified

We have audited the financial statements of Ferroglobe PLC (“the Company”) for the year ended December 31, 2024 which comprise the Consolidated Statements of Financial Position, Consolidated Income Statements, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, Parent Company Balance Sheet, Parent Company Statement of Changes in Equity, and the related notes, including the accounting policies in note 4 of consolidated financial statements and note 1.2 of the parent Company financial statements.

In our opinion:

•

the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2024 and of the Group’s profit for the year then ended;

•

the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

•

the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and

•

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

2 Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:

Carrying amount of property, plant and equipment for the Alloy and Puertollano cash-generating units (Risk vs 2023:

)

(Combined carrying value of the Alloy and the Puertollano CGUs $97.44 million)

Refer to page 93 (accounting policy), and pages 112 to 115 (financial disclosures).

The Risk – Forecast-based assessment and subjective valuation

Management identified impairment indicators in certain CGUs based on the financial performance in FY 2024. In particular, the Group has determined the recoverable amount for the Alloy CGU as the value in use, and for the Puertollano CGU as the fair value less costs of disposal. The recoverable amount of both CGUs is subjective due to the inherent uncertainty in forecasting cash flows for Alloy and in determining the fair value of specialised assets for Puertollano.

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Subjective auditor judgment was required to evaluate whether the Group’s assumptions, related to EBITDA projections, discount rate and terminal growth rate, for the Alloy CGU fall within an acceptable range.

Subjective auditor judgment was also required to evaluate the acceptability of the methodology and assumptions used to estimate the fair value less costs of disposal of the Puertollano CGU due to the specialised nature of certain of the assets.

The effect of these matters is that, as part of our risk assessment, we determined that, in aggregate, the value in use of Alloy CGU and fair value less cost of disposal of Puertollano CGU have a high degree of estimation uncertainty, with a potential range of reasonable outcomes in aggregate greater than our materiality for the financial statements as a whole. The financial statements (note 8) disclose the Group’s assessment of the sensitivity of the carrying amounts of the two CGUs.

In addition, specialised skills and knowledge were also required to assess the acceptability of the recoverable amount of both CGUs.

Our response

We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature of the balances is such that we would expect to obtain audit evidence primarily through the detailed procedures described.

Our procedures to address the risk included:

For the Alloy CGU:

Benchmarking Assumptions: We evaluated the EBITDA projections by comparing them against the current and historical performance of other CGUs, the Group as a whole and other companies in similar industries. In addition, we evaluated revenue projections, which form part of the EBITDA projections, against third-party forecasted future market prices.

Our sector experience: We involved corporate valuation professionals, with specialised skills and knowledge, who assisted us in:

•

evaluating the Group’s discount rate by developing an independent estimate using publicly available market data for comparable entities; and

•

evaluating the Group’s terminal growth rate by developing an independent estimate using external market forecasts of relevant long-term growth rates.

For the Puertollano CGU:

Our sector experience:

•

We involved real estate valuation professionals with specialised skills and knowledge who assisted us in evaluating the Group’s estimated fair value of certain real estate assets in the Puertollano CGU based on comparable transactions.

•

We involved personal property valuation professionals with specialised skills and knowledge who assisted us in evaluating the valuation methodology used by the Group with reference to market practice. With the assistance of these professionals, we evaluated the Group’s estimated fair value of certain industrial equipment in the Puertollano CGU based on replacement cost by verifying the price indices used based on available market information for comparable equipment.

For both CGUs:

Assessing transparency: We assessed the adequacy of the Group’s disclosure about the combined estimation uncertainty in relation to the impairment assessment for the Alloy and Puertollano CGUs.

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Recoverability of cost of investment in subsidiary (Risk vs 2023:

)

(Investments in subsidiaries: $649.94 million)
Refer to pages 166 (accounting policy) and page 168 (financial disclosures).

The risk – Low risk, high value

The carrying amount of the parent Company’s investment in subsidiary represents 95% of the parent Company’s total assets. Its recoverability is not at a high risk of significant misstatement or subject to significant judgement. However, due to its materiality in the context of the parent Company’s financial statements, this is considered to be the area that had the greatest effect on our overall parent Company audit.

Our response

We performed the tests below rather than seeking to rely solely on any of the parent Company’s controls because the nature of the balance is such that we would expect to obtain audit evidence primarily through the detailed procedures below.

Our procedures included:

Tests of detail: Comparing the carrying amount of the investment in subsidiary with the subsidiary’s draft balance sheet to identify whether its net assets, being an approximation of its minimum recoverable amount, were in excess of its carrying amount.

As the parent Company’s investment is in a holding company, to assess the reasonableness of the recoverability assessment, we also compared the carrying amount of the parent Company’s investment with the aggregated net assets of the underlying trading groups as per their draft balance sheets to identify whether their net assets were in excess of the parent Company’s investment carrying amount.

Comparing valuations: assessing the reasonableness of the recoverability assessment by comparing the carrying amount of the investment in the subsidiary to the Company’s market capitalisation, being an approximation of the recoverable amount of the investment.

Changes to our Key Audit Matters:

We continue to perform procedures over the accounting treatment of Quebec Silicon Limited Partnership and WVA Manufacturing, LLC. However, following the completion of our assessment last year in our first year audit and there being no changes in the underlying operating arrangement during the year, we have not assessed this as one of the most significant risks in our current year audit and therefore, it is not separately identified in our report this year.

3 Our application of materiality and an overview of the scope of our audit

Our application of materiality

Materiality for the Group financial statements as a whole was set at $15,000,000 (2023: $15,000,000), determined with reference to a benchmark of normalised Group revenue, of which it represents 0.76% (2023: 0.75% determined with reference to normalised Group revenue). We normalised Group revenue by averaging over three years to account for cyclical fluctuations in the Group’s performance. We consider revenue to be a more appropriate benchmark than Group profit before tax as Group profit before tax is a less stable measure year on year, having significantly fluctuated in recent years.

Materiality for the parent Company’s financial statements as a whole was set at $6,000,000 (2023: $6,000,000), determined with reference to a benchmark of parent Company total assets, of which it represents 0.88% (2023: 0.81% determined with reference to parent Company total assets).

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In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole.

Performance materiality was set at 65% (2023: 65%) of materiality for the financial statements as a whole, which equates to $9,750,000 (2023: $9,750,000) for the Group and $3,900,000 (2023: $3,900,000) for the parent Company. We applied this percentage in our determination of performance materiality based on the level of identified control deficiencies during the prior period.

We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding $675,000 (2023: $675,000), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Overview of the scope of our audit

This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across components.

In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement (“RMMs”). Similarly, the group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess scoping and coverage in a different way and comparisons to prior period coverage figures are not meaningful. In this report we provide an indication of scope coverage on the new basis.

We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements and which procedures to perform at these components to address those risks.

In total, we identified 63 components, having considered our evaluation of the Group’s operational structure, geographic locations, existence of common information systems and existence of common risk profiles across business activity, and our ability to perform audit procedures centrally.

Of those, we identified three quantitatively significant components which contained the largest percentages of either total revenue or total assets of the Group, for which we performed audit procedures.

Additionally, having considered qualitative and quantitative factors, we selected five components with accounts contributing to the specific RMMs of the Group financial statements, for which we performed audit procedures.

The below summarises where we performed audit procedures:

Component Type

Number of components
where audit procedures
were performed

Range of materiality
applied

Quantitatively significant components

$8m - $8.5m

Other components where we performed audit procedures

$5m - $7.2m

Total

Accordingly, we performed audit procedures on 8 components, of which we involved component auditors in performing the audit work on 8 components. We also performed the audit of the parent Company.

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We set the component materialities, which ranged from $5m to $8.5m, having regard to the mix of size and risk profile of the Group across the components.

Our audit procedures covered 90% of Group total revenue. We performed audit procedures in relation to components and consolidation adjustments that overall accounted for 63% of the total profits and losses that made up group profit before tax and 65% of Group total assets. We also performed audit procedures at a Group level in respect of certain of Group’s borrowings, recoverability of property, plant and equipment, and goodwill.

For the remaining components over which we performed no audit procedures, no component represented more than 8% of Group total revenue, total profits and losses that made up group profit before tax or Group total assets. We performed analysis at an aggregated Group level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.

The scope of the audit work performed was fully substantive as we did not rely upon the Group’s internal control over financial reporting.

Group auditor oversight

As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and planning discussion meetings with component auditors to discuss Group audit risks relevant to the components.

We instructed component auditors, as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back.

We visited one component auditor in Spain to assess the audit risk and strategy. Video and telephone conference meetings were also held with this component auditor and others that were not physically visited. At these visits and meetings, the results of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further work required by us was then performed by the component auditors.

We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of the conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed, with a particular focus on revenue and management override of controls.

4 Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).

We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model and analysed how those risks might affect the Group’s and parent Company’s financial resources or ability to continue operations over the going concern period.

The risk that we considered most likely to affect the Group’s and Company’s available financial resources in a negative way over this period is an adverse impact on the Group’s trading, profitability and liquidity, as a consequence of a reduction in demand and price of the finished goods or increase in cost of production.

We considered whether these risks could plausibly affect the liquidity in the going concern period by assessing the directors’ sensitivities over the level of available financial resources indicated by the Group’s financial forecasts taking account of severe, but plausible adverse effects that could arise from these risks individually and collectively.

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Our procedures also included:

•

Critically assessing assumptions in the going concern forecasts and the impact on forecast liquidity, particularly in relation to revenue projections, by comparing to third-party forecasted future market prices. We also assessed the assumptions used against our knowledge of the Group and the sector in which it operates, overlaying our knowledge of the Group’s plans based on approved budgets.

•

Obtaining confirmation letters for the cash balances as at 31 December 2024, and inspecting the credit facilities agreement for committed financing facilities.

We considered whether the going concern disclosure in the note 3.1 to the financial statements gives a full and accurate description of the directors’ assessment of going concern, including the identified risks and dependencies.

Our conclusions based on this work:

•

we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;

•

we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period; and

•

we found the going concern disclosure in note 3.1 to be acceptable.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.

5 Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

•

Enquiring of directors, the audit committee, internal audit and inspection of policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”, as well as whether the directors have knowledge of any actual, suspected or alleged fraud.

•

Reading Board / Audit Committee minutes.

•

Considering remuneration incentive schemes and performance targets for management / directors, including the Short-Term Incentive Awards and Long-Term Incentive Plan (LTIP).

•

Using analytical procedures to identify any unusual or unexpected accounting relationships.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. This included communication from us, as the Group auditor, to component auditors of relevant fraud risks identified at the Group level and requesting component auditors performing procedures at then component level to report to the Group auditor any identified fraud risk factors or identified or suspected instances of fraud.

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As required by auditing standards, and taking into account possible pressures to meet profit targets and our knowledge of the control environment, we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that Group and component management may be in a position to make inappropriate accounting entries, the risk of bias in accounting estimates such as impairment assessments related to property, plant and equipment, and the risk that revenue is overstated through recording revenues in the wrong period.

We did not identify any additional fraud risks.

We also performed procedures including:

•

Identifying journal entries and other adjustments to test at the Group level and for all scoped in components based on risk criteria and comparing the identified entries to supporting documentation. These included those posted to seldom used accounts, entries created by seldom posters, entries posted to revenue accounts with an unusual account combination, and entries posted by senior management; and

•

Assessing whether the judgements made in making accounting estimates are indicative of potential bias.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from us, as the Group auditor, to component auditors of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related UK companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety laws, data protection laws, anti-bribery laws, employment law, anti-money laundering laws, environmental law, other taxation legislation, competition legislation and licences relating to mining and energy generation recognising the nature of the Group’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our

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audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

6 We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.

Strategic report and directors’ report

Based solely on our work on the other information:

•

we have not identified material misstatements in the strategic report and the directors’ report;

•

in our opinion the information given in those reports for the financial year is consistent with the financial statements; and

•

in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

7 We have nothing to report on the other matters on which we are required to report by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

•

adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

•

the parent Company financial statements are not in agreement with the accounting records and returns; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

8 Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 37, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as

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they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

9 The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Lynton Richmond (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL

22 May 2025

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FERROGLOBE PLC

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements as of December 31, 2024 and 2023 and for each of the three years ended December 31, 2024, 2023 and 2022

	Consolidated Statements of Financial Position as of December 31, 2024 and 2023					79
	Consolidated Income Statements for the years ended December 31, 2024, 2023 and 2022					80
	Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022					81
	Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022					82
	Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022					83
	Notes to the Consolidated Financial Statements					84

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FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2024 AND 2023

(In USD thousands)

	Notes	2024		2023
ASSETS
Non-current assets
Goodwill	Note 6		14,219		29,702
Intangible assets	Note 7		103,095		138,345
Property, plant and equipment	Note 8		487,196		501,396
Other financial assets	Note 9		19,744		19,792
Deferred tax assets	Note 24		6,580		8,760
Receivables from related parties	Note 25		1,558		1,658
Other non-current assets	Note 11		22,451		22,156
Total non-current assets			654,843		721,809
Current assets
Inventories	Note 10		347,139		383,841
Trade receivables	Note 9		188,816		220,330
Other receivables	Note 9		83,103		89,913
Receivables from related parties	Note 25		—		2,772
Current income tax assets	Note 24		7,692		15,977
Other financial assets	Note 9		5,569		2
Other current assets	Note 11		52,014		186,477
Restricted cash and cash equivalents	Note 9		298		1,179
Cash and cash equivalents	Note 9		132,973		136,470
Total current assets			817,604		1,036,961
Total assets			1,472,447		1,758,770
EQUITY AND LIABILITIES
Equity
Share capital			1,962		1,962
Share Premium			86,220		86,220
Treasury Shares			(14,360)		(11,932)
Reserves			890,346		812,594
Translation differences			(275,829)		(231,799)
Valuation adjustments			8,630		8,354
Result attributable to the Parent			23,538		82,662
Equity attributable to the Parent			720,507		748,061
Non-controlling interests			113,738		121,825
Total equity	Note 12		834,245		869,886
Non-current liabilities
Deferred income	Note 14		8,014		26,980
Provisions	Note 15		24,384		19,970
Provisions for pensions	Note 16		27,618		29,805
Bank borrowings	Note 17		13,911		14,913
Lease liabilities	Note 18		56,585		54,484
Debt instruments	Note 19		—		149,015
Other financial liabilities	Note 20		25,688		65,231
Deferred tax liabilities	Note 24		19,629		32,582
Other non-current liabilities	Note 23		13,759		1,902
Total non-current liabilities			189,588		394,882
Current liabilities
Provisions	Note 15		83,132		122,757
Provisions for pensions	Note 16		168		169
Bank borrowings	Note 17		43,251		31,635
Lease liabilities	Note 18		12,867		11,766
Debt instruments	Note 19		10,135		5,765
Other financial liabilities	Note 20		48,117		16,052
Payables to related parties	Note 25		2,664		2,429
Trade payables	Note 22		158,251		183,375
Income tax liabilities			10,623		8,351
Other current liabilities	Note 23		79,406		111,703
Total current liabilities			448,614		494,002
Total equity and liabilities			1,472,447		1,758,770

Notes 1 to 32 are an integral part of the consolidated financial statements

The financial statements were approved by the Board of Directors and authorized for issue on May 22, 2025
Signed on its behalf by:
Dr Marco Levi, Director

TABLE OF CONTENTS

FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS FOR THE YEARS 2024, 2023 AND 2022

(In USD thousands, except share and per share data)

	Notes	2024		2023		2022
Sales	Note 27.1		1,643,939		1,650,034		2,597,916
Raw materials and energy consumption for production1	Note 27.2		(1,027,130)		(879,286)		(1,285,086)
Other operating income	Note 27.3		84,378		100,992		147,356
Staff costs	Note 27.4		(279,864)		(305,859)		(314,810)
Other operating expense	Note 27.5		(265,182)		(270,090)		(346,252)
Depreciation and amortization	Note 27.6		(75,463)		(73,532)		(81,559)
Impairment loss	Note 27.8		(43,052)		(25,290)		(56,999)
Other gain (loss)			555		(29)		(19)
Operating profit			38,181		196,940		660,547
Finance income	Note 27.7		7,248		5,422		2,274
Finance costs	Note 27.7		(21,942)		(38,793)		(61,015)
Exchange differences			13,565		(7,551)		(9,995)
Profit before tax			37,052		156,018		591,811
Income tax expense	Note 24		(16,252)		(57,540)		(147,983)
Total Profit for the year			20,800		98,478		443,828
Profit attributable to the Parent			23,538		82,662		440,314
(Loss) Profit attributable to non-controlling interests	Note 12		(2,738)		15,816		3,514
Earnings per share

		2024		2023		2022
Numerator:
Total Profit attributable to the Parent			23,538		82,662		440,314
Denominator:
Weighted average number of basic shares outstanding			188,144,651		187,872,191		187,815,672
Weighted average number of dilutive shares outstanding			188,808,918		190,289,808		189,625,195
Basic earnings per ordinary share (U.S.$)	Note 13		0.13		0.44		2.34
Diluted earnings per ordinary share (U.S.$)	Note 13		0.12		0.43		2.32

Notes 1 to 32 are an integral part of the consolidated financial statements

For the years ended December 31, 2024, 2023 and 2022, includes a net energy expense of $171.3 million, credit of $28.7 million and expense of $324.2 million, respectively, as described further in Note 27.2.

TABLE OF CONTENTS

FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR 2024, 2023 AND 2022

(In USD thousands)

	Notes	2024		2023		2022
		US$’000		US$’000		US$’000
Total Profit for the year			20,800		98,478		443,828
Items that will not be reclassified subsequently to income or loss:
Remeasurement gains (losses) on defined-benefit obligations	Note 16		3,139		(5,620)		9,779
Tax effect	Note 24		(757)		1,500		(2,082)
Total income (expense) that will not be reclassified subsequently to profit (loss)			2,382		(4,120)		7,697
Items that may be reclassified subsequently to income or loss:
Cash flow hedge accounting	Note 21		(3,471)		2,245		—
Translation differences			(46,969)		11,730		(17,178)
Tax effect	Note 24		865		(767)		—
Total (expense) income that may be reclassified subsequently to profit (loss)			(49,575)		13,208		(17,178)
Items that have been reclassified to profit (loss) in the period:
Cash flow hedge accounting	Note 21		1,007		83		—
Tax effect			—		—		—
Total items that have been reclassified to profit (loss)			1,007		83		—
Other comprehensive (loss) profit for the year, net of income tax			(46,186)		9,171		(9,481)
Total comprehensive (loss) profit for the year			(25,386)		107,649		434,347
Total comprehensive (loss) profit attributable to the Parent			(20,216)		91,105		430,219
Total comprehensive (loss) profit attributable to non-controlling interests			(5,170)		16,544		4,128

Note 1 to 32 are an integral part of the consolidated financial statements

TABLE OF CONTENTS

FERROGLOBE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR 2024, 2023 AND 2022

(In USD thousands, except issued shares in thousands)

		Total Amounts Attributable to Owners
	Notes	Issued Shares		Share Capital		Share Premium		Treasury Shares		Reserves		Translation Differences		Valuation Adjustments		Result for the Year		Non- controlling Interests		Total
		(Thousands)		US$’000		US$’000		US$’000		US$’000		US$’000		US$’000		US$’000		US$’000		US$’000
Balance at January 1, 2022			188,883		1,962		86,220		(11,932)		470,145		(227,318)		5,525		(110,624)		106,053		320,031
Comprehensive profit for the year 2022			—		—		—		—		—		(15,305)		5,210		440,314		4,128		434,347
Share-based compensation			—		—		—		—		5,825		—		—		—		—		5,825
Recording of 2021 loss in reserves			—		—		—		—		(110,624)		—		—		110,624		—		—
Dividends paid non-controlling interests			—		—		—		—		—		—		—		—		(3,430)		(3,430)
Other changes			—		—		—		—		40		—		—		—		—		40
Balance at December 31, 2022			188,883		1,962		86,220		(11,932)		365,386		(242,623)		10,735		440,314		106,751		756,813
Comprehensive profit for the year 2023			—		—		—		—		—		10,824		(2,381)		82,662		16,544		107,649
Share-based compensation	Note 27.4		—		—		—		—		7,244		—		—		—		—		7,244
Recording of 2022 profit in reserves			—		—		—		—		440,314		—		—		(440,314)		—		—
Dividends paid non-controlling interests			—		—		—		—		—		—		—		—		(1,470)		(1,470)
Other changes			—		—		—		—		(350)		—		—		—		—		(350)
Balance at December 31, 2023			188,883		1,962		86,220

Ferroglobe PLC 6-K