Slides
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2025 Combined Shareholders’ Meeting April 25, 2025, 9:30 am Lectra Headquarters, 16/18 rue Chalgrin, 75016 Paris
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Agenda and introduction of speakers
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3 Opening formalities Key Highlights and Results 2024 Presentation of the climate strategy Q&A Reading of the Statutory Auditors’ Reports Presentation and Voting of Resolutions Closing of the Meeting Agenda Lectra – Combined Shareholders’ Meeting – April 25, 2025
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4 Daniel Harari, Chairman and Chief Executive Officer Olivier du Chesnay, Chief Financial Officer Anne Borfiga, General Secretary Céline Abecassis-Moedas, Independent Director, Chairwoman of the Compensation Committee Hélène Viot-Poirier, Independent Director, Chairwoman of the Sustainability Committee Flora Camp, Statutory auditor, representing PwC Aurélie Lalanne, Statutory auditor, representing KPMG Introduction of Speakers Lectra – Combined Shareholders’ Meeting – April 25, 2025
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Opening Formalities Anne Borfiga, General Secretary
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6 Chairman Scrutineers Secretary Bureau of the Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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7 March 19 Publication of the convening notice in the BALO and the notice of meeting in Affiches Parisiennes; electronic announcement of the Shareholders’ Meeting by Euroclear France March 28 Filing with the AMF and publication of the 2024 Annual Financial Report on Lectra's website April 3 Preparatory documents for the Shareholders' Meeting posted on Lectra's website April 7 Notification of registered shareholders (direct or administered accounts) by regular mail ; opening of the voting site VOTACCESS Convening the Statutory Auditors and inviting the Economic and Social Committee representatives by regular mail Reminder of the schedule of the Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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8 Shareholders’ Meeting validity - Provisional quorum Documents available at the Shareholders’ Meeting No requests to add resolutions to the agenda or written questions received Quorum and documents of the Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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Key highlights and 2024 Financial results Daniel Harari, Chairman and CEO Olivier du Chesnay, Chief Financial Officer
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10 2024 Key highlights and evolution of Lectra’s markets FY 2024 results 2025 Outlook 2023-2025 strategic roadmap: second progress report Financial results FY 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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11 2024 Key highlights and evolution of Lectra’s markets Continuous improvement of the Group's fundamentals Successful integration of Launchmetrics 2024 results in line with the latest estimates Lectra – Combined Shareholders’ Meeting – April 25, 2025
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12 Interest rates/access to credit significantly reduced for businesses Inflation / rising energy prices Uncertainties over growth in major world economies Decline in global demand 2024 Key highlights and evolution of Lectra’s markets An environment that remains uncertain Geopolitical tensions Degradation Strong improvement Stability Slight improvement Situation at the end of September 2024 Situation today Trade wars New Lectra – Combined Shareholders’ Meeting – April 25, 2025
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13 During his campaign, Donald Trump promised numerous tariffs: 60-100% against China, 20-25% against Mexico and a universal tariff of 10%2024 February 4, 2025 +10% China, all goods March 4, 2025 +10% for China for all goods (total of 20%) +25% on non-compliant goods under the USMCA (Canada-United States-Mexico Agreement) March 12, 2025 +25% steel and aluminum, all sources combined (section 232) April 2 2025 Liberation Day : Donald Trump announces reciprocal tariffs on many trading partners (China 54%, Vietnam 46%, EU 20%, Taiwan 32%, South Korea 25%, Japan 24%) April 9 2025 Reciprocal tariffs have been suspended for 90 days. A universal rate of 10% applies April 10 2025 May 2 2025 Tariff exemption for small packages (less than $800) shipped from China will be eliminated What to expect There is a great deal of uncertainty in several sectors: semiconductors, smartphones and computers, critical minerals, etc. Additionally, there is uncertainty about what will happen after July 10, 2025 TARGET ADDITIONAL AD VALOREM TARIFF RATES ** China 145% Rest of the world 10% Steel and aluminium, worldwide 25% Cars, worldwide (since April 3) Auto Parts (effective May 3) 25% Mexico and Canada 0% if imports comply with the USMCA Semiconductors, smartphones, computers, critical minerals Currently exempt from tariffs, their future is uncertain due to Donald Trump's suggestions to tax them. As of April 18, 2025 26 March, 2025 +25% on imported cars (as of April 3) and auto parts (as of May 3) Timeline of the Trump administration's tariffs Lectra – Combined Shareholders’ Meeting – April 25, 2025
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14 2024 Key highlights and evolution of Lectra’s markets FY 2024 results 2025 Outlook 2023-2025 strategic roadmap: second progress report Financial results FY 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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15 2024 Key highlights and evolution of Lectra’s markets Fashion: a challenging year, witnessing the first signs of a luxury market slowdown Complex environment, with challenges to overcome Consumer confidence remains a top concern Increased taxes due to global trade tensions Better sales dynamic in some countries, notably India, Japan, Middle East Some players are investing to transform themselves Need for accelerated compliance with eco- responsibility and traceability standards, especially for brands selling within the EU Technology accelerating operational changes and digitalization appetite in the fashion industry 2025 outlook Source: Euromonitor, January 2025 +1% -20% +12% -3% +2% +2% +2% Growth below expectations, due to weak demand and a luxury market slowdown Positive fashion sales due to better-than expected end-of-year holiday season Brands increased orders in anticipation of higher taxes and geopolitical tensions in 2025 Q4 Growth in % 2019 2020 2021 2022 2023 2024 2025e 2024 Worldwide fashion sales (1) Note: (1) apparel and footwear Lectra – Combined Shareholders’ Meeting – April 25, 2025
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16 2024 Key highlights and evolution of Lectra’s markets Automotive: a somber 2024 and the outlook for 2025 remains uncertain Source: S&P Global, December 2024 Persistent challenges in an uncertain environment: production forecasts darken Slight growth expected (+1%), with geographical disparities China: low growth expected (+1%) Europe: 4% drop expected USA: slight decrease expected (-2%) Potential tariffs in the US add fresh uncertainties (even if only 15% of vehicles sold in the US are imported from Mexico and 2% from China) Electric vehicles demand a key concern as some governments rethink policy support, especially incentives and tariffs 2025 outlook Decline in production after 3 years of growth, to levels close to those of 2019 Q4 Worldwide production of light vehicles 89,0 74,6 77,2 82,3 90,5 88,5 89,6 2019 2020 2021 2022 2023 2024 2025e In millions of units -2% Worldwide production down 1% vs Q4 23: all major regions in decline, except China European manufacturers struggling due to declining consumption and Chinese competition +1% 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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17 2024 Key highlights and evolution of Lectra’s markets Furniture: signs of improvement but a situation that remains deteriorated A slight rebound due to monetary easing in the USA and Asian exports Difficulties remain, even though some countries exhibit promising prospects China still faces a fragile real estate market and stagnant domestic demand. Trump's election and the expected protectionist measures generate numerous uncertainties: imports account for approximately 40% of American consumption of upholstered furniture Moreover, these uncertainties could once again disrupt the balance between importing countries, with China's share having dropped by more than half since 2018 to 32% in 2023, to the benefit of Vietnam (33% in 2023 compared to 11% in 2018) and Mexico (12% in 2023 compared to 6% in 2018) European domestic demand struggles to rebound despite improving monetary conditions. India and Southeast Asian countries are expected to become increasingly dynamic. Q4 Source: CSIL, June 2024 2025 outlook China: better momentum in furniture sales (+7.4% in October, +10.5% in November, +8.8% in December) US: furniture sales increased (+3.6% in October; +2.4% in November; +6% in December) Europe: some countries are facing difficulties (Q4 furniture sales in the UK are down 6%), while others show some resilience (Italy, Spain...). 70,3 66,7 81,3 79,6 73,2 74,4 75,7 2019 2020 2021 2022 2023 2024e 2025e Worldwide consumption of upholstered furniture +2%+2% 2024 In billions of dollars Lectra – Combined Shareholders’ Meeting – April 25, 2025
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18 2024 Key highlights and evolution of Lectra’s markets Increase in results, mainly due to the improvement of financial fundamentals and the integration of Launchmetrics In millions of euros Revenues EBITDA before non-recurring items Gross margin = In % of revenues 477,6 526,7 2023 2024 +10%* 79,0 91,1 2023 2024 +15%* 16.5% 17.3% 333,2 376,9 2023 2024 +13%* 69.8% 71.6% *at actual rates Lectra – Combined Shareholders’ Meeting – April 25, 2025
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19 10,8 11,6 2023 2024 FY 2024 results – Lectra 2023 scope Stability of orders in a degraded economic and geopolitical environment Growth in new SaaS subscriptions 145,4 144,9 2023 2024 New systems orders New SaaS subscriptions orders In millions of euros, annual value of new contracts +8% In millions of euros stable -18% +2% +9% Variation software perpetual licenses equipment and software training and consulting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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20 In millions of euros 17,9 13,7 2023 2024 40,0 34,9 2023 2024 -12% AMERICAS 39,8 33,6 2023 2024 EUROPE -16% 47,7 62,8 2023 2024 ASIA-PACIFIC +32% REST OF THE WORLD -24% 2024 FY 2024 results – Lectra 2023 scope Decrease in orders for new systems in the Americas and Europe Strong growth in Asia-Pacific 23% 24% 43% 9% Europe Americas Asia-Pacific Rest of the world Lectra – Combined Shareholders’ Meeting – April 25, 2025
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21 software maintenance contracts 181,3 193,9 2023 2024 FY 2024 results – Lectra 2023 scope Increase in recurring revenues Recurring contracts Recurring revenues In millions of euros SaaS subscriptions equipments and software maintenance contracts Consumables and parts Recurring revenues 70% 2024 Recurring revenues 68% 2023 -1% +6% +26% 141,9 147,0 2023 2024 +4% Variation +7% 102.6 53.1 38.2 154,3 144,6 2023 2024 In millions of euros New systems revenues -12% -2% -5% -6% Variation software perpetual licenses equipment and software training and consulting18.4 16.6 +6% = Abandoned activities (Sign&Graphics, Packaging) = Continued activities Lectra – Combined Shareholders’ Meeting – April 25, 2025
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22 = In % of revenues FY 2024 results – Lectra 2023 scope Control of costs and increase in EBITDA before non-recurring items 49,1 53,6 2023 2024 79,0 84,2 2023 2024 16.5% 32,6 32,0 2023 2024 284,1 283,9 2023 2024 stable +7% 17.3% +10% Overhead costs* (fixed and variable) Income from operations before non-recurring items EBITDA before non-recurring items Net income -2%** 10.3% 11.0% 6.6%6.8% 333,2 337,6 2023 2024 Gross marginTotal revenues 477,6 485,5 2023 2024 +2% +2% 69.8% 69.5% ** at actual rates * 96% of fixed costs are covered by the margin of recurring activity in 2024 (90% in 2023) Lectra – Combined Shareholders’ Meeting – April 25, 2025
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23 Financial results FY 2024 The growth in recurring contracts and the control of expenses allow for an increase in EBITDA before non-recurring items In millions of euros 1Revenues from perpetual software licenses. equipment and their software. and non-recurring services. 79,0 - 7,4 12,4 2,8 - 2,0 0,8 - 1,0 84,7 - 0,5 84,2 7,0 91,1 EBITDA courant 2023 Effet volume chiffre d'affaires non récurrent Effet volume contrats récurrents Effet volume consommables et pièces Effet taux de marge Variation des frais fixes Variation des frais variables EBITDA courant 2024 Périmètre 2023 à cours 2023 Effet des variations des devises EBITDA courant 2024 Périmètre 2023 à cours 2024 Launchmetrics EBITDA courant 2024 à cours 2024 Evolution of EBITDA before non-recurring items 2023-2024 Lectra 2024 scope EBITDA 2023 Impact of gross profit margins Volume effect of revenues from consumables and parts Volume effect of revenues from recurring contracts EBITDA 2024 Lectra 2023 scope at 2023 rates Decrease in variable overhead costs Increase in fixed overhead costs Impact of currency fluctuations EBITDA 2024 Lectra 2023 scope at 2024 rates Launchmetrics EBITDA 2024 at 2024 rates Volume effect of non-recurring revenues1 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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24 Contribution of Launchmetrics Increase in revenues more modest than expected EBITDA above target Launchmetrics From January 23 to December 31 €42m to €46m 15+% Revenues EBITDA margin 2024 Objectives Q4 and FY 2024 results Revenues EBITDA margin EBITDA before non-recurring items €41.2m 16.9% €7.0m Non-recurring Recurring €2.0m €39.2m Q4 2024 €11.0m 15.2% €1.7m €0.4m €10.6m Launchmetrics From January 23 to December 31 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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25 Balance sheet and free cash flow – Lectra 2024 scope Free cash flow significantly increased compared to 2023 42,4 71,2 45,3 72,1 2023 2024 Free cash flow Free cash flow before non-recurring items The working capital requirement as of December 31, 2024, is negative €25.2m due in particular to a decrease in inventory and control of accounts receivable. The working capital requirement was negative €4.1m as of December 31, 2023. The free cash flow before non- recurring items stands at €72.1m, a significant increase compared to 2023 (€45.3m). The free cash flow was particularly high in Q1 2024, as the high stock level on December 31, 2023, did not require replenishment at the beginning of 2024. -4,1 -25.2 Working capital requirement 31/12/2023 31/12/2024 In millions of euros Lectra – Combined Shareholders’ Meeting – April 25, 2025
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26 17.0 Balance sheet and free cash flow – Lectra 2024 scope A balance sheet that includes Launchmetrics – with net debt limited to €20.6m. In millions of euros Debt In the year 2024: Payment of $83.2m (€77.0m) for the first tranche of Launchmetrics' capital; Generation of €72.1m in current free cash flow; Repayment of Gerber's residual debt and establishment of new financing of €100.0m by June 30, 2024. Net cash Net debt * RCF : Revolving Credit Facility 20.698,1 102.5 115,0 81,9 31/12/2023 31/12/2024 Financial debt Cash Lectra – Combined Shareholders’ Meeting – April 25, 2025
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27 2024 Key highlights and evolution of Lectra’s markets FY 2024 results 2025 Outlook 2023-2025 strategic roadmap: second progress report Financial results FY 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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28 Low visibility of new systems orders Macroeconomic and geopolitical environment still uncertain Objectives 2025 Outlook Financial objectives Lectra – Combined Shareholders’ Meeting – April 25, 2025 Recurring revenues €400m of which SaaS €90m EBITDA margin before non-recurring items of around 20% Total revenues is expected to be between €550m and €600m The 2025 scenarios were prepared based on the exchange rates as of December 31, 2024, notably 1.04 $ / 1€.
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29 2024 Key highlights and evolution of Lectra’s markets FY 2024 results 2025 Outlook 2023-2025 strategic roadmap: second progress report Financial results FY 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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30 ...2030 2023-2025 strategic roadmap2017 2020 2023 2025 2023-2025 strategic roadmap: second progress report 3-year strategic roadmaps to implement a long-term strategy Launch of the Lectra 4.0 strategy Capture the full potential of its new offers for Industry 4.0, while delivering sustainable, profitable business growth. Position Lectra as a key Industry 4.0 player in its three strategic market sectors. Establish the key fundamentals for the future of the Group, notably with the progressive launch of new offers integrating key Industry 4.0 technologies. 2020-2022 2017-2019 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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31 2023-2025 strategic roadmap: second progress report Strengthen Lectra’s position as an Industry 4.0 leader In a deteriorated environment, Lectra was able to maintain its strategic ambitions while reinforcing its financial strength TAKE FULL ADVANTAGE OF THE GROUP’S CHANGE IN DIMENSION TO ACCELERATE GROWTH With the commitment of its employees, and recognition by customers, Lectra stands at the forefront in building a more sustainable future SIGNIFICANTLY INCREASE THE VOLUME OF SAAS IN THE GROUP'S TOTAL REVENUES SEIZE ACQUISITION OPPORTUNITIES INDUSTRY 4.0 +/- Lectra – Combined Shareholders’ Meeting – April 25, 2025
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32 2023-2025 strategic roadmap: second progress report Reminder of the six strategic priorities Reinforce implementation of ethical, social, societal, and environmental best practices both internally and for customers Leverage all synergies arising from the Gerber acquisition Accelerate the transition of software sales to the SaaS model Accelerate the transformation of the Group's customer relationship and customer engagement model Prepare Lectra for the 2026-2030 period 2023 - 2025 Continue to pursue external growth These six strategic priorities guided the Group’s actions carried out in 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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33 EVOLUTION OF OFFERS: Continuous integration of the CSR dimension into the Group's products and services, notably with Valia Furniture and Valia Fashion integrating a sustainability dashboard Enhancement of TextileGenesis, enabling customers to ensure the traceability of conventional materials throughout the entire supply chain WELL-BEING AT WORK: Acceleration of the deployment of The Lectra Way program(1) TEAM AWARENESS:Product & R&D teams trained on eco-design for equipment; new CSR training for all employees launched end 2024 EMISSION REDUCTION AND CSRD COMPLIANCE: Sustainability report, including Lectra’s climate transition plan, to be published with Lectra’s annual report on March 28, 2025 2023-2025 strategic roadmap: second progress report Lectra made progress on almost all of the objectives associated with the 12 commitments divided into five major CSR action areas Reinforce implementation of ethical, social, societal, and environmental best practices both internally and for customers 01 Lectra recognized in 2024 as one of the 19 French best managed companies by Deloitte for the third consecutive year. Its overall score of 70/100 places the Group in the top 10% of best- rated companies, all activities included and top 4% of companies in the same industry. Significant team engagement rate: 60% Lectra survey Your Voice 2024 Note: (1) A program aimed at defining a common culture throughout the organization that promotes engagement. Lectra is awarded gold level recognition by EthiFinance ESG Ratings in 2024 (based on 2023 data) with a clear improvement on 2023, rising to 79/100 i.e., +5 pts. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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34 • Increased market share and geographic reach • Enhanced customer base for cross-selling and up-selling opportunities • Additional innovation capacity • Reinforced supply chain operations 2023-2025 strategic roadmap: second progress report The Group has now more than ever consolidated its activities and constitutes a global leader with unmatched geographical coverage, technological advance and customer base But also: Leverage all synergies arising from the Gerber acquisition 02 +6% Growth in consumables & parts revenues, excluding the non-strategic Sign&Graphics activity of Gerber, which is being gradually phased out 80% Gerber brand covered equipment, sold over the past 10 years, benefit from Prime V2, a new contract with significantly enriched content launched in 2022 3 Industrial operations sites (Cestas, Tolland, Suzhou), with increasing service quality and customer satisfaction for Gerber brand products. Assembly of the first Vector brand equipment in Suzhou end 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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35 2023-2025 strategic roadmap: second progress report The acceleration of SaaS software sales has once again been confirmed Accelerate the transition of software sales to the SaaS model 03 0,1 0,5 1,6 3,7 13,3 21,0 30,4 77,4 2017 2018 2019 2020 2021 2022 2023 2024 SaaS-oriented acquisition strategy Introduction of SaaS Acceleration of the adoption of SaaS solutions by Lectra’s customers In millions of euros Revenues from software subscriptions (SaaS) = In % of revenues 1.6% 6.4%4.0% 15%2.8% 0.2% 0.6% Launch of the first new SaaS offers ns 2017 2018-2019 2020-2023 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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36 2023-2025 strategic roadmap: second progress report A strong contribution from Launchmetrics Significant increase in Kubix Link and TextileGenesis sales compared to 2023 30,4 2023 2024 37.4 In millions of euros Revenues from software subscriptions (SaaS) Organic Growth M&A77.4 • Best year ever in terms of new software subscriptions • Leadership in Europe, supported by mega deals • Major go live with prestigious customers • 2 billion products traced (+800m in 1 year) • The leading traceability solution for large sized fashion companies • Extension to the footwear and leather goods markets • Extension of the offer to mid-sized companies Kubix Link, TextileGenesis and Launchmetrics accounted for 65% of new subscriptions sold in 2024 +155 % +26 % Lectra – Combined Shareholders’ Meeting – April 25, 2025
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37 2023-2025 strategic roadmap: second progress report Lectra's customer relationship and engagement model has continued to evolve 04 Accelerate the transformation of the Group's customer relationship and customer engagement model Lectra is at the forefront of three major transformations And therefore is adapting its customer engagement model… Industry 4.0 SaaS Increase the market penetration of new offers Maximize recurring revenues per customer Drive customer engagement • Adjusted sales, customer success and go-to-market organizations and responsibilities to face the specific challenges of these three transformations • New enablement plans to empower teams in selling and supporting customers • 110 Customer Success Managers to ensure customers maximize the use of Lectra’s solutions …to enable it to AI Lectra – Combined Shareholders’ Meeting – April 25, 2025
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38 2023-2025 strategic roadmap: second progress report Successful integration of Launchmetrics into the Lectra group Signing of two strategic partnerships 05 Continue to pursue external growth Launchmetrics is part of Lectra’s value proposition for Fashion First product synergy: Kubix Link x Launchmetrics Samples Integration of financial processes First cost synergies (IT tools, offices) Inclusion into The Lectra Way(1) program Note: (1) A program aimed at defining a common culture throughout the organization that promotes engagement. (2) ML: Machine Learning Strategic partnerships Lectra – Combined Shareholders’ Meeting – April 25, 2025
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39 2023-2025 strategic roadmap: second progress report The Group maintained its sustained R&D investments 12.8% of revenues invested in R&D in 2024 67.6 million euros in R&D investments in 2024, with particular focus on the development of future offers, while continuing to enrich current offers Launch of a new generation of intelligent and connected cutting equipment dedicated to Fashion, Furniture, Automotive and other industries Improve the productivity, flexibility and environmental footprint of the cutting room Enrichment of the Furniture On Demand offer with Valia for furniture players Promote profitable, smarter, more sustainable production, and enable the development of digital skills Prepare Lectra for post-2025 06 H2 2023 / H1 2024 January 2024 October 2024 Groundbreaking intelligent digital platform for fashion - key to a smarter, faster, greener production process Launch of Valia Fashion Lectra – Combined Shareholders’ Meeting – April 25, 2025
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40 2023-2025 strategic roadmap: second progress report The Executive Committee has been strengthened Prepare Lectra for post-2025 06 Antonella Capelli and Michaël Jais join the Executive Committee Antonella Capelli President EMEA* Michael Jaïs CEO Launchmetrics *Europe, Middle East, Africa Lectra – Combined Shareholders’ Meeting – April 25, 2025
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41 2023-2025 strategic roadmap: second progress report A value proposition for fashion that is coherent and constantly enriched through Industry 4.0 technologies Prepare Lectra for post-2025 06 A value proposition that is Unique Visionary Enriched with the most advanced technologies and capable of meeting the needs of stakeholders in the fashion industry. COLLABORATION MANUFACTURE TRACEABILITY Lectra – Combined Shareholders’ Meeting – April 25, 2025
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Climate strategy Hélène Viot Poirier, Independent Director, Chairwoman of Sustainability Committee Lectra – Combined Shareholders’ Meeting – April 25, 2025
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43 Introduction BREAKDOWN OF EMISSIONS BY SCOPE OF THE LECTRA GROUP BASE YEAR 2022 SCOPE 1: 1,709 T SCOPE 2: 1,835 T SCOPE 3: 987,733 T The climate transition plan sets out the targets for reducing scope 1, 2 and 3 greenhouse emissions for the period from 2022 - the base year- to 2030, the short-term target year. This plan presents the main levers of action identified to achieve these objectives by 2030. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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44 Climate Transition Plan 2022 - 2030 Year 2022 Main levers of reduction2030 reduction targets 1,709 T 1,835 T 987,733 T - 20 % - 25 % & & • Renewable electricity • Self-generated electricity • Electric vehicles • Energy consumption • Power consumption of equipment • Purchasing impact • Air freight Direct emissions Indirect emissions linked to energy consumption Other indirect emissions 80% of which are related to the use of the products sold (electrical consumption) Lectra – Combined Shareholders’ Meeting – April 25, 2025
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45 Climate Transition Plan 2022 - 2030 - 25 % SCOPES 1 & 2 Direct and indirect emissions from energy consumption (fuel, gas, electricity) Levers for reducing emissions: Buy 50% renewable electricity, Reduce electricity consumption by 20%, Evolve the vehicle fleet: 30% of electric vehicles, Reduce gas consumption by 15%, Cestas site: Produce 15% of the electricity consumed on site. 1 2 3 4 5 1 2 3 4 5 tCO2e Lectra – Combined Shareholders’ Meeting – April 25, 2025 Target
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46 Climate Transition Plan 2022 - 2030 - 20 % SCOPE 3 Other indirect emissions that occur upstream or downstream of the organization's value chain (Purchase of raw materials, transport of goods, use of products sold, etc.) Levers for reducing emissions: Reduce the electricity consumption of equipment placed on the market by 20%, Reduce the impact of the purchase of property, Reduce air freight. Lectra – Combined Shareholders’ Meeting – April 25, 2025 tCO2e Target
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Thank you
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Q&A
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Reading of the Statutory Auditors’ Reports Flora Camp, Statutory Auditor, representing PwC Aurélie Lalanne, Statutory Auditor, representing KPMG
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50 Objective Obtain reasonable assurance on the absence of material misstatement in the annual financial statements of the parent company Opinion on the parent company’s financial statements Certification without qualification and without observation Justification of assessments – Key audit matters Recognition of revenues from exported equipment Specific checks No comment on the information provided in the Management Discussion and the Report on Corporate Governance Report on the parent company’s financial statements 1st resolution of the Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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51 Objective Obtain reasonable assurance on the absence of material misstatements in the consolidated financial statements Opinion on the consolidated financial statements Certification without qualification and without observation Justification of assessments – Key audit matters Recognition of revenues from exported equipment Measurement of goodwill Evaluation of commitments to purchase minority interests Acquisition of Launchmetrics Specific checks No comment on the group-related information in the Management Discussion Compliance with the European Single Electronic Reporting Format (ESEF) for inclusion of the consolidated financial statements in the Annual Financial Report Report on the consolidated financial statements Pages 219 to 222 of the 2024 Annual Financial Report – 2nd resolution of the Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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52 Agreements and commitments authorized during the past financial year and submitted for approval of the Shareholders’ Meeting : None Agreements and commitments already approved by the Shareholders’ Meeting in previous financial years, the implementation of which has continued in the previous financial year: None Special Report on Related Party Agreements Lectra – Combined Shareholders’ Meeting – April 25, 2025
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53 Report on the certification of the sustainability information Pages 125 to 128 of the 2024 Annual Financial Report Lectra – Combined Shareholders’ Meeting – April 25, 2025 Information verified by PricewaterhouseCoopers Audit in our capacity as Statutory Auditor to express limited assurance on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 Objectives Emphasis of matter Elements that received particular attention Conclusion Compliance of the double materiality process with the ESRS No emphasis of matter Identification of stakeholders Identification of impacts, risks and opportunities Assessment of impact materiality and financial materiality No significant errors, omissions or inconsistencies identified Compliance of the sustainability information with the ESRS Emphasis of matter resulting from the uncertainties inherent in first year of application of the ESRS, in particular those relating to carbon footprint and to the draft transition plan Carbon footprint Workforce, remuneration and training Compliance with the reporting requirements of taxonomy No emphasis of matter No element that received particular attention
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Presentation of resolutions and voting Daniel Harari, Chairman and Chief Executive Officer Céline Abecassis-Moedas, Independent Director, Chairwoman of the Compensation Committee Anne Borfiga, General Secretary
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55 For the OrdinaryShareholders’ Meeting: Resolution No.1: Approval of the parent company financial statements for the fiscal year ended December 31, 2024 Resolution No.2: Approval of the consolidated financial statements for the fiscal year ended December 31, 2024 Resolution No.3: Discharge granted to the Directors for the performance of their duties Resolution No.4: Appropriation of earnings for the fiscal year ended on December 31, 2024 and determining of dividend Resolution No.5: Approval of information regarding the compensation of the Company Officers for the fiscal year ending December 31, 2024 Resolution No.6: Approval of the fixed and variable components of the total compensation and benefits of any kind to be paid or granted to Daniel Harari, Chairman and Chief Executive Officer, for the fiscal year ending December 31, 2024 Resolution No.7: Reappointment of Céline Abecassis-Moedas as Director Resolution No.8: Approval of the compensation policy for Daniel Harari, Chairman and Chief Executive Officer, for the fiscal year 2025 Resolution No.9: Approval of the Directors’ compensation policy for the fiscal year 2025 Resolution No.10: Appointment of Ernst & Young et Autres as Statutory Auditors in charge of certification of accounting and financial information Resolution No.11: Authorization to the Board of Directors to carry out transactions in the Company's shares within the framework of a liquidity agreement Agenda Lectra – Combined Shareholders’ Meeting – April 25, 2025
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56 For the Extraordinary Shareholders’ Meeting: Resolution No.12: Deletion of double voting rights and corresponding amendment to Articles 6 and 21 of the Bylaws (subject to the approval by the Special Meeting of Shareholders owning shares with double voting rights); Resolution No.13: Amendment to Article 14, paragraph I of the Company's By-laws regarding the process for taking decisions by written consultation of the Board of Directors; Resolution No.14: Powers to carry out legal formalities. Agenda (continued) Lectra – Combined Shareholders’ Meeting – April 25, 2025
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57 Approval of the parent company financial statements for the fiscal year ended December 31, 2024 Resolution No.1 Profit of the fiscal year €24,399,430 Costs excluded from charges deductible from corporate income tax €127,043 The parent company financial statements appear on pages 230 to 256 of the 2024 Annual Financial Report (in the French versiononly). (Lectra – Combined Shareholders’ Meeting – April 25, 2025
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58 Approval of the consolidated financial statements for the fiscal year ended December 31, 2024 Resolution No.2 Net income, Group share €31 163 506 The consolidated financial statements appear on pages 172 to 222 of the 2024 Annual Financial Report. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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59 Discharge granted to the Directors for the performance of their duties Resolution No.3 Discharge to the Directors for the performance of their duties in the fiscal year ended December 31, 2024 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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60 Appropriation of earnings for the fiscal year ended on December 31, 2024 and determining of dividend Resolution No.4 Net income for the fiscal year €24,399,430 Retained earnings brought forward from prior years €131,589,231 Appropriation to the legal reserve €13,331 Distributable profit €155,975,330 To the payment of a dividend €0.40 per share* €15,172,322 To retained earnings* €9,213,777 Retained earnings after appropriation €140,803,008 *Calculated on the basis of 37,930,806 shares eligible for dividends, on the basis of the 37,966,274 shares making up the capital stock at December 31, 2024, less the 35,468 shares held in treasury at that date (as treasury shares are not eligible for dividends). The actual amounts of the total dividend payout and the appropriation to retained earnings will depend on the number shares held in treasury by the Company on the dividend payout date. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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61 Approval of information regarding the compensation of the Company Officers for the fiscal year ending December 31, 2024 (Say on Pay ex post) Resolution No.5 Approval of the information presented in sections 2.2 and 2.3 of the Report on Corporate Governance regarding the remuneration of the Chairman and Chief Executive Officer and the Directors for the financial year 2024. This information relates to the compensation paid or allocated to each of the Company Officers, the comparison between the compensation of the Company Officer (dirigeant mandataire social) and that of Lectra's employees (the equity ratio), and changes in the compensation of the Company Officer and that of employees in relation to the Group's performance. Sections 2.2. and 2.3. of the Report on Corporate Governance can be found on pages 161 to 167 of the 2024 Annual Financial Report. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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62 Approval of the fixed and variable components of the total compensation and benefits of any kind to be paid or granted to Daniel Harari, Chairman and Chief Executive Officer, for the year ending December 31, 2024. (Say on Pay ex post) Resolution No.6 Daniel Harari's compensation for 2024 is detailed on pages 162 to 165 of the 2024 Annual Financial Report. Lectra – Combined Shareholders’ Meeting – April 25, 2025
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63 Reappointment of Céline Abecassis-Moedas as Director Resolution No.7 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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64 Approval of the compensation policy for Daniel Harari, Chairman and Chief Executive Officer, for the fiscal year 2025 (Say on Pay ex ante) Resolution No.8 Daniel Harari's compensation for 2025 is detailed on pages 158 to 160 of the 2024 Annual Financial Report. General principles unchanged since July 2017 Compensation structure unchanged since July 2017 Total compensation based on achievement of annual objectives: €840,000 (unchanged from 2024) Fixed compensation €420,000 (unchanged from 2024) Variable compensation based on annual targets achieved €420 000 (unchanged from 2024) Derogation revision of performance criteria and annual targets (weighting, trigger threshold, calculation basis) in the event of exceptional circumstances resulting from a significant change in the Group's scope of consolidation, major change in the strategy or major market event Lectra – Combined Shareholders’ Meeting – April 25, 2025
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65 Approval of the compensation policy for Daniel Harari, Chairman and Chief Executive Officer, for the fiscal year 2025 (Say on Pay ex ante) Resolution No.8 (continued) Performance criteria Weighting 3 performance criteria of the Strategic Scorecard (weighting revised): EBITDA before non-recurring items 40% contributive value of growth in sales activity 30% protection and growth of recurring contracts 30% 3 performance criteria of the CSR Scorecard (revised): improvement of non-financial ratings by independent rating agencies 40% improvement of the employee engagement rate 40% progress on the climate transition plan 20% The result of the CSR Scorecard is then used as a bonus or penalty factor to adjust the results of the Strategic Scorecard criteria. Lectra – Combined Shareholders’ Meeting – April 25, 2025Daniel Harari's compensation for 2025 is detailed on pages 158 to 160 of the 2024 Annual Financial Report.
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66 Approval of the Directors’ compensation policy for the fiscal year 2025 (Say on Pay ex ante) Resolution No.9 Lectra – Combined Shareholders’ Meeting – April 25, 2025 Maximum annual amount €480,000 Cap on individual annual compensation €75,000 Part fixe Part variable (par séance) Board of Directors Chairperson Lead Director Member €30,000 €24,000 €16,000 €2,000 €2,000 €2,000 The Directors’ compensation policy for 2025 is detailed on pages 160 to 161 of the 2024 Annual Financial Report.
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67 Approval of the Directors’ compensation policy for the fiscal year 2025 (Say on Pay ex ante) Resolution No.9 (continued) Lectra – Combined Shareholders’ Meeting – April 25, 2025 Part fixe Part variable (par séance) Comités spécialisés Comité d’audit Président Membre €12,000 N/A €1,500 €1,500 Comité stratégique Président Membre 0 € N/A €2,000 €2,000 Comité de durabilité Président Membre €9,000 N/A €1,500 €1,500 Comité des rémunérations Président Membre €3,000 N/A €1,500 €1,500 Comité des nominations Président Membre €3,000 N/A €1,500 €1,500 Comité ad hoc Président Membre €6,000 N/A €1,500 €1,500 The Directors’ compensation policy for 2025 is detailed on pages 160 to 161 of the 2024 Annual Financial Report.
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68 Appointment of Ernst & Young et Autres as Statutory Auditors in charge of certification of accounting and financial information Resolution No.10 Lectra – Combined Shareholders’ Meeting – April 25, 2025 In accordance with Article 16 of Regulation (EU) no. 537/2014 of April 16, 2014 and Article L.821-40, II of the French Commercial Code, the process of selecting new statutory auditors was managed by the Audit Committee with the support of the Financial Department. As part of the tender process, each proposal was evaluated according to the following key criteria: International support to monitor the Group and its subsidiaries Knowledge of the software sector (particularly SaaS offerings) Responsiveness to future external growth projects Support in implementation of the CSRD Optimized fees
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69 Appointment of Ernst & Young et Autres as Statutory Auditors in charge of certification of accounting and financial information Resolution No.10 (continued) Statutory Auditors – Summary of current and proposed terms of office Certification of financial information Certification of sustainability information Statutory auditors Start of term of office End of term of office Start of term of office End of term of office Currently serving PricewaterhouseCoopers Audit SHM 2020 SHM 2026 SHM 2024 SHM 2026 KPMG SA SHM 2020 SHM 2026 N/C N/C Candidate Ernst & Young et Autres SHM 2025 SHM 2031 SHM 2026 SHM 2032 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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70 Authorization to the Board of Directors to carry out transactions in the Company's shares within the framework of a liquidity agreement Resolution No.11 Threshold 2% of the share capital Maximum purchase price per share €60 Gross maximum amount to be used in the stock repurchase program €10,000,000 Duration 18 months Lectra – Combined Shareholders’ Meeting – April 25, 2025
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71 Deletion of double voting rights and corresponding amendment to Articles 6 and 21 of the Bylaws (subject to the approval by the Special Meeting of Shareholders owning shares with double voting rights) Resolution No.12 Lectra – Combined Shareholders’ Meeting – April 25, 2025 In accordance with Article 21 of the Company’s By-laws, shares acquired after May 15, 2001 do not carry double voting rights. However, shares with double voting rights as of May 15, 2001 continue to enjoy double voting rights as long as they are registered in the name of the same holder and in certain limited cases of capital transfers or increases. Only 192,150 shares (representing 0.51% of the capital) carried double voting rights at December 31, 2024. The deletion of double voting rights would: bring the Company's practice in line with that of companies in other European countries, where the principle of "one share, one vote" is widely applied, and put an end to an inequality among shareholders, as this advantage is limited to an extremely small number of them and no other shareholder is entitled to it.
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72 Deletion of double voting rights and corresponding amendment to Articles 6 and 21 of the Bylaws (subject to the approval by the Special Meeting of Shareholders owning shares with double voting rights) Resolution No.12 (continued) Lectra – Combined Shareholders’ Meeting – April 25, 2025 Current version New version Article 6 – Form of shares - Identification of shareholders Shares may be held in registered or bearer form, at the shareholder's discretion. However, the following shares must be held in registered form: − cash shares that are not fully paid up, − shares with double voting rights, − shares that may be held by or on behalf of the Company in the cases provided for by law, − shares subscribed or purchased by employees in accordance with the law. Article 6 – Form of shares - Identification of shareholders Shares may be held in registered or bearer form, at the shareholder's discretion. However, the following shares must be held in registered form: − cash shares that are not fully paid up, − shares that may be held by or on behalf of the Company in the cases provided for by law, − shares subscribed or purchased by employees in accordance with the law.
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73 Deletion of double voting rights and corresponding amendment to Articles 6 and 21 of the Bylaws (subject to the approval by the Special Meeting of Shareholders owning shares with double voting rights) Resolution No.12 (continued) Current version New version Article 21 - Bureau - Attendance sheet – Votes […] Subject to the limitations set forth in the following paragraph, shares registered in the name of the same shareholder for at least two years do not confer double voting rights. However, shares conferring double voting rights on their holders on September 26, 2014, in accordance with the decision of the ExtraordinaryShareholders’ Meeting of May 3, 2001, continue to benefit from this right for as long as they remain registered in the name of the same holder. In addition, in the event of a capital increase through the capitalization of reserves, profits or share premiums, a double voting right is conferred, as from their issue, on registered shares allocated free of charge to a shareholder in respect of existing shares for which he or she benefits from this right. Similarly, the beneficiaries of a transfer of shares already entitled to double voting rights are entitled to double voting rights if the transfer is the result of an inheritance, the liquidation of community property between spouses, or an inter vivos gift to a spouse or relative entitled to inherit. Any share conferring a double voting right on its holder loses this double voting right when it is converted to a bearer share or transferred in ownership, except in the cases of transfer referred to in the paragraph above. The merger of the Company has no effect on the double voting rights acquired by a shareholder in respect of shares he or she owns; these rights may then be exercised within the absorbing company, if the latter's bylaws so provide.[…] Article 21 - Bureau - Attendance sheet – Votes […] Shares registered in the name of the same shareholder for at least two years do not confer double voting rights. […] Lectra – Combined Shareholders’ Meeting – April 25, 2025
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74 Amendment to Article 14, paragraph I of the Company's By-laws regarding the process for taking decisions by written consultation of the Board of Directors Resolution No.13 Lectra – Combined Shareholders’ Meeting – April 25, 2025 You are invited to amend the provisions of the By-laws relating to decision-making by written consultation of the Board of Directors in order to comply with the new provisions of Article L.225-37 (3) of the French Commercial Code (amended by Law n°2024-537 of June 13th, 2024): Current version New version Article 14 - Deliberations of the Board of Directors […] Decisions falling within the Board of Directors' remit, as referred to in Article L.225-37, paragraph 3 of the French Commercial Code, as well as decisions to transfer the registered office within the same département, may be taken by written consultation, in accordance with the terms and conditions set out in the Internal Rules and Procedures of the Board of Directors. […] Article 14 - Deliberations of the Board of Directors […] The decisions of the Board of Directors may be taken by written consultation of the Directors, including by electronic means, in accordance with the legal and regulatory provisions in force, under the terms and conditions set out in the Internal Rules and Procedures of the Board of Directors. The notice of consultation, including the text of the proposed deliberations or the draft minutes of the deliberations by written consultation, as well as all the documents required to inform the Board of Directors, are sent to each Director by e-mail or via a secure document-sharing platform/tool. The response time is specified in the notice of consultation and must be reasonable, given the purpose of the consultation. Responses may be submitted by e-mail or by voting via a secure document-sharing platform/tool. The vote is formulated for each resolution, by the words “for”, ‘against’ or “abstention”. Any Director may object to a decision being taken by written consultation. They must inform the Chairman and Chief Executive Officer of this within the period indicated in the notice of consultation or, where applicable, as soon as possible after receipt of the notice of consultation, stating the reasons for their refusal. For the purposes of calculating quorum and majority, Directors who cast their votes within the stipulated response period are taken into account. Decisions are adopted by majority vote. The consultation is formalized by a deliberation of the Board of Directors by way of written consultation, which is submitted to the Directors for approval. […]
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75 Powers to carry out legal formalities Resolution No.14 Granting of powers for the performance of formalities subsequent to this Combined Shareholders’ Meeting Lectra – Combined Shareholders’ Meeting – April 25, 2025
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76 Upcoming financial agenda Shareholders’ Meeting Analysts’ MeetingQuarterly Results April 29, 2026Q2 Q3 Q4 July 24, 2025 October 29, 2025 February 11, 2026 October 30, 2025 Lectra – Combined Shareholders’ Meeting – April 25, 2025
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Closing of the Meeting