Annual report
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2 Lectra - 2025 Annual Financial Report Contents Group general presentation 3 Message from Daniel Harari, Chairman & CEO 3 2025 Key figures 5 Business Model 7 About Lectra 8 1 Management Discussion and Analysis 17 1.1 Summary of FY 2025 18 1.2 Assessment of the 2023-2025 strategic roadmap 20 1.3 Control environment and risk factors 24 1.4 Off-balance sheet items 32 1.5 Research and development 32 1.6 Sustainability Report 32 1.7 Parent company 33 1.8 Appropriation of Earnings 34 1.9 Share capital - ownership - share price performance 35 1.10 Share buyback program 38 1.11 Significant post-closing events 40 1.12 Financial calendar 2026 40 1.13 A long-term vision 40 1.14 2026-2028 strategic roadmap: LECTRA 4.0 at scale 42 1.15 Outlook 43 1.16 Financial results for the last five fiscal years 44 1.17 Additional information – Consolidated financial statements 45 2 Sustainability Report 48 2.1 About this Sustainability Report - ESRS 2 56 2.2 Environment 70 2.3 Social 98 2.4 Business conduct 113 2.5 Appendices 121 2.6 Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 139 3 Corporate Governance Report 142 3.1 Directors and managing bodies 143 3.2 Compensation and benefits of Company Officers and Directors 174 3.3 Market abuse prevention measures 183 3.4 Procedures relative to the preparation and processing of accounting and financial information. 184 3.5 Related-party agreements and agreements entered into in the ordinary course of business 185 3.6 Financial authorizations and delegations 186 3.7 Attendance at shareholders' meetings 186 3.8 Information concerning potentially material items in the event of a public tender offer 187 4 Consolidated financial statement 188 4.1 Statement of consolidated financial position 189 4.2 Consolidated income statement 190 4.3 Consolidated statement of cash flows 191 4.4 Statement of change in consolidated equity 192 4.5 Notes to the statement of consolidated financial position 205 4.6 Notes to the consolidated income statement 226 4.7 Notes to the consolidated statement of cash flows 231 4.8 Statutory Auditors’ report on the consolidated financial statements 232 5 Parent company financial statements 236 5.1 Balance sheet 237 5.2 Income statement 239 5.3 Cash flow statement 240 5.4 Notes to the parent company financial statements 241 5.5 Notes on balance sheet 244 5.6 Notes to the income statement 254 5.7 Additional disclosures 257 5.8 Statutory Auditors’ report on the annual financial statements 260 5.9 Statutory Auditors' special report on related-party agreements 263 6 People responsible for theAnnual Financial Report and auditing the financial statements 264 6.1 Certification by the people responsible for the Annual Financial Report 264 6.2 People responsible for certifying accounting, financial and sustainability information 264 This 2025 Annual Financial Report is a reproduction in .pdf, translated in English of the o̹cial 2025 Annual Financial Report in ESEF (European Single Electronic Format) and in French filed with the AMF on March 27, 2026 and available on our website www.lectra.com
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3 Lectra - 2025 Annual Financial Report Message from Daniel Harari Chairman and Chief Executive O̹cer In 2025, Lectra continued its transformation, further strengthening the solidity of its business model in a highly complex economic and geopolitical environment, marked by high volatility and an increased wait-and-see attitude among our customers. Revenues amounted to €506.7 million, EBITDA before non‑recurring items reached €79.7 million, and ARR rose to nearly €100 million, up 14%. A robust strategy and solid fundamentals Lectra's fundamentals were further strengthened in 2025. Recurring revenues now account for 75% of activity, the gross profit from recurring activities covers 96% of fixed costs, free cash flow amounted to €57million and debt remained under control. In a context where equipment investment decisions remain sensitive to uncertainty, our teams maintained a close dialogue with customers, supporting them in their projects and consolidating Lectra's position as a long-term strategic partner. SaaS, a key driver of long-term growth and value creation SaaS has become Lectra's primary driver of growth and profitability. Sustained investments in research and development, particularly in artificial intelligence, cloud computing and data, led to the launch of Valia, a major and unique innovation, in 2025. Together with the Group's other SaaS o̸ers – Launchmetrics, Kubix Link and TextileGenesis in particular – it will further strengthen Lectra's recurrence of revenues, technological di̸erentiation and long-term value creation potential. 2026-2028 roadmap aligned with the Lectra 4.0 strategy Between 2023 and 2025, Lectra has achieved decisive milestones in the execution of its Lectra 4.0 vision. The strategic roadmap for the period 2026-2028 opens a new cycle of value creation, in an ecosystem where Industry4.0 is no longer a vision, but an operational reality. Lectra's value lies in the unique combination of proven industrial solutions and SaaS models that create recurrence and di̸erentiation. Profitable and long-term growth prospects through 2028 Within the framework of this roadmap, Lectra forecasts average like- for-like annual growth in SaaS ARR of around 15%, contributing to growth in revenues from recurring contracts of between +5% and +8% per year. The EBITDA margin is expected to improve by 120 to 180 basis points per year, thanks to strict control of costs, assuming stable equipment orders and revenues from consumables and parts, excluding inflation. The trajectory reflects the Group's ambition to build profitable, predictable and long term growth; Further progress in Sustainability In a context of accelerating sustainability challenges, Lectra rea̹rms its ambition to act as a responsible and exemplary company. Since joining the United Nations Global Compact in 2023, the Group has committed to upholding its ten founding principles and to actively contribute to the Sustainable Development Goals. In 2025, Lectra took a further step by structuring its commitments around Transformation, Talent and Transparency. These priorities guide the Group’s actions and reinforce its role as a sustainability enabler for all stakeholders. I hope this report provides a clear view of our performance, commitments and prospects. Daniel Harari Chairman and Chief Executive O̹cer
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At Lectra, we accelerate the transformation and success of our customers in a world in perpetual motion, thanks to the key technologies of Industry 4.0 At the forefront of innovation since its founding in 1973, Lectra provides technology solutions for industrial intelligence - combining software in SaaS mode, cutting equipment, data and associated services - to players in the fashion, automotive and furniture industries.
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5 Lectra - 2025 Annual Financial Report Key figures for 2025* Alternative performance indicators 2025* € 506.7 m 75% € 97.2 m revenues -2 % vs 2024 recurring revenues ARR +14 % vs 2024 € 89.3 m 13.8% of revenues 96 % of revenues SaaS revenues +14 % vs 2024 R&D investments security ratio € 25.6 m € 0.35 per share € 79.7 m net result dividend proposed for 2025 EBITDA before non recurring items 8 % vs 2024 or 15.7 % of revenues € 360.3 m € 21.3 m € 57 m Shareholders' equity at december 31, 2025 net debt free cash-flow * Changes on a like for like basis Definitions see note 2.27 to the consolidated financial statements Revenues breakdown Perpetual software licenses, equipments and related softwares, and non recurring services 55% Fashion 28% Automotive 6% Furniture 11% Other industries (signage, marine, aerospace...)
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6 Lectra - 2025 Annual Financial Report A global presence 25,000+ 9,000 93% customers connected equipments of revenues generated out of France Geographical breakdown of total revenues 100+ 78 2,800 countries subsidiaries employees 12 5 1 3 Expertise Centers Worlwide Customer Experience Centers Innovation Lab Production sites Atlanta Bordeaux-Cestas Bordeaux-Cestas Bordeaux-Cestas (France) Milan Suzhou (China) Shanghai Tolland (USA) Tolland
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7 Lectra - 2025 Annual Financial Report
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8 Lectra - 2025 Annual Financial Report Lectra 4.0 strategy, a long term vision Launched in 2017, the Lectra 4.0 strategy aims to position the Group as a key Industry 4.0 player by 2030 in its three strategic markets: fashion, automotive and furniture. It is based on five pillars: Premium positioning Focus on three strategic markets Customers at the heart of the Group's activity New 4.0 services A commited sustainability policy Our solid financial fundamentals allow us to execute these plans with confidence: A diversified footprint of activities across various sectors and geographical markets with di̸erent purchasing cycles, as well as a large number of customers worldwide A continued increase in recurring revenues (75% of total revenues vs. 72% in 2024), enabling a stronger security ratio* (96%) The generation of significant annual free cash flow, exceeding net income * Definitions see note 2.27 to the consolidated financial statements
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9 Lectra - 2025 Annual Financial Report Our unmatched o̸er combines industrial expertise and SaaS solutions to drive operational performance Backed by a policy of sustained investment in R&D for several decades (including €430 million over the past 10 years) and a pioneering vision of Industry 4.0, today Lectra proposes an unparalleled o̸er, based on the close alliance between its industrial know-how and its intelligent SaaS solutions. A manufacture o̸er for fashion, automotive, and furniture, combining SaaS solutions, cutting equipment, services and data-driven insights enhanced by AI. At the heart of this transformation, Valia embodies our vision of a smarter and more agile industry. A revolution in production, Valia goes beyond simple execution by integrating preparation, planning, and production order allocation, enabling the digitization and automation of industrial process steps, the optimization of resources, and the acceleration of the transformation to Industry 4.0 factory. Empower, an innovative maintenance contract, complements Valia and illustrates the shift from a model based on commitment of resources to one based on commitment to results, the core aim of Industry 4.0 model.
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10 Lectra - 2025 Annual Financial Report An extensive fashion o̸er, complementing the Manufacture o̸er, which comprises CAD software and SaaS solutions that facilitate collaboration, decision-making, strengthening of brand positioning and that ensure product traceability. The fashion industry is undergoing a decisive transformation, facing unprecedented turbulences. To succeed, fashion companies must begin a transformation process today. We support our customers by interconnecting key areas of activity—creation, manufacturing, marketing, collaboration, and traceability—through integrated, automated, and collaborative solutions designed to support the sustainable growth of fashion companies.
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11 Lectra - 2025 Annual Financial Report Our position in 2025: a strong, global, and resilient leader, ready to write a new chapter in its strategy By the end of 2025, the company has reached a decisive milestone in the implementation of its Lectra 4.0 strategy, confirming the strength of its business model and the relevance of its strategic choices. Prestigious customer base in more than 100 countries Customer success at the heart of our activities: more than 800 dedicated employees support customers on a daily basis Strong technological leadership Unique o̸er tailored to customer needs At the forefront of sustainability and compliance
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12 Lectra - 2025 Annual Financial Report Three ambitions for the period Make Valia the spearhead of the Manufacturing o̸ering By reinventing industry standards through cutting-edge technologies (such as artificial intelligence) and processes that transform performance. Accelerate the growth of the SaaS model In order to position our software solutions as a sustainable lever for value creation for our customers and to support profitable and controlled growth for Lectra. Strengthen operational excellence By optimizing processes, information systems, and human resources to o̸er customers a seamless, high-performance, value-creating experience. Industry 4.0 is no longer a vision, it is a reality With a strategy implemented through successive three-year roadmaps, we are now entering the fourth roadmap. Between 2026 and 2028, we will fully deploy our digital and connected model, leveraging the innovations and synergies developed over the past ten years. Our ambition now is to deliver even more value to our customers by maximizing the impact of the innovative solutions we have already deployed
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13 Lectra - 2025 Annual Financial Report Over 50 years of innovation Innovation and R&D are at the heart of our strategy, with significant investments: over 12% of our revenues and nearly 25% of our workforce are dedicated to these initiatives each year. Since 2018, all our new software o̸ers have been available exclusively in SaaS mode. This model has been widely adopted by our customers, as evidenced by SaaS revenues reaching €89 million (18% of total revenues on December 31, 2025).
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14 Lectra - 2025 Annual Financial Report Successful external growth operations Since 2018, we have completed nine acquisitions and two strategic partnerships. These acquisitions have enabled us to consolidate our market share by integrating companies operating in the same industries and accessing o̸ers and technological building blocks that complement our portfolio.
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15 Lectra - 2025 Annual Financial Report We are committed to our customers' success As part of our Customer Success approach, our teams work tirelessly to improve our customers' performance. Every stage of our relationship with each customer, from prospecting to ongoing support, is carefully analyzed and supplemented by regular satisfaction surveys. Our goal is to ensure that Lectra solutions are used to their full potential. In particular, we are strengthening our support for SaaS software users by deploying Customer Success Managers. Their mission is to maximize the use of these new solutions. In total, more than 800 employees, or nearly 30% of our workforce, work daily to promote our customers' success, facilitate their digital transformation, and accelerate their transition to Industry 4.0.
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16 Lectra - 2025 Annual Financial Report A decades-long dedication to sustainability Passionate employees Committed to sustainability, our ambition is to create a lasting positive impact for our customers and our teams. By driving transformation, nurturing talent, and promoting trust, we empower leaders in our markets and build positive working relationships. Guided by a culture of progress and openness to change, we leverage technology and innovation to meet today's challenges and ensure long-term resilience. We draw on the skills and expertise of nearly 2,800 employees across the world. Driven by three core values — being open- minded thinkers, trusted partners, and passionate innovators — we don't just think about change: we create it. It is this spirit, shared by everyone within the company, that has enabled us to become the technology leader we are today. 100% 26% 39% 62% of employees trained by 2025 of positions filled through internal mobility of women in the Group's management bodies, for a gender diversity rate of 43% engagement rate (Source: YourVoice annual survey)
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17 Lectra - 2025 Annual Financial Report Dear Shareholders, This Management Discussion and Analysis reports on the operations and financial results of the company Lectra (the “Company”) and of the Lectra group (“Lectra” or the “Group”, i.e. the consolidated entity formed by the company Lectra and all French and foreign subsidiaries under its control within the meaning of Article L. 233-16 of the French Commercial Code [Code de commerce]), including Launchmetrics, which has been consolidated since January 23, 2024. To facilitate analysis of the Group's results, the financial statements are compared with those published in 2024 (at actual exchange rates) and, for changes, with the 2024 pro forma financial statements (at identical exchange rates). These were prepared by consolidating Launchmetrics at January 1, 2024, although the acquisition of the company took place on January 23, 2024, which had the e̸ect of increasing the pro forma revenues by €2.5 million and the pro forma EBITDA before non-recurring items for 2024 by €0.3 million compared to the published financial statements. All "pro forma 2024" figures are designated as "2024". Contents 1. Summary of FY 2025 18 1.1 2025: a strengthened strategy in a di̹cult environment 18 1.2 Activity and consolidated financial statements for 2025 18 1.3 Balance sheet and cash-flow analysis 19 2. Assessment of the 2023-2025 strategic roadmap 20 2.1 Lectra's long-term strategy more relevant than ever before 20 2.2 2023-2025: a strategic leap towards the Lectra 4.0 vision 20 2.3 The third stage of the Lectra 4.0 strategy was successfully completed 23 3. Control environment and risk factors 24 3.1 Control environment 24 3.2 Risk factors 27 4. O̸-balance sheet items 32 4.1 O̸-balance sheet items relating to the Group's financing 32 4.2 O̸-balance sheet items relation to the Group's operating activities 32 5. Research and development 32 6. Sustainability Report 32 7. Parent company 33 7.1 Parent company financial statements 33 7.2 Information on customer – supplier payment terms 33 7.3 Information on existing branches 34 7.4 Information on the parent company's employee shareholding structure 34 8. Appropriation of Earnings 34 9. Share capital - ownership - share price performance 35 9.1 Change in share capital 35 9.2 Main shareholders 35 9.3 Shareholding pacts and agreements 35 9.4 Treasury shares 35 9.5 Granting of stock options – potential share capital 35 9.6 Absence of bonus shares 38 9.7 Stock exchange Indices 38 9.8 Share price performance and trading volumes 38 9.9 Transactions in shares by senior executives and assimilated persons 38 9.10 Compliance with the Transparency Directive and the General Regulation ("MAR") – regulated disclosure 38 10. Share buyback program 38 10.1 Current share buyback program 38 10.2 Transactions by the Company on its own shares in fiscal year 2025 39 10.3 Description of the share repurchase program submitted to the Shareholders’ Meeting for approval 39 11. Significant post-closing events 40 12. Financial calendar 2026 40 13. A long-term vision 40 13.1 Markets undergoing profound changes 40 13.2 Lectra 4.0: a strategy that has proven its resilience 40 13.3 An unrivaled o̸er, combining industrial know-how and SaaS to drive performance 41 13.4 A unique and revolutionary o̸er for manufacturing 41 13.5 An extensive o̸er, dedicated to fashion 41 14. 2026-2028 strategic roadmap: LECTRA 4.0 at scale 42 14.1 Positioning Valia at the forefront of the Manufacture o̸er 42 14.2 Accelerating the development of the SaaS model 42 14.3 Taking the next step in operational excellence to accelerate growth 42 15. Outlook 43 16. Financial results for the last five fiscal years 44 17. Additional information – Consolidated financial statements 45 17.1 Orders for new systems – like-for-like 45 17.2 Breakdown of revenues – like-for-like 46 Management Discussion and Analysis 01
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 18 Lectra - 2025 Annual Financial Report 1. Summary of FY 2025 1.1 2025: a strengthened strategy in a di̹cult environment 2025 was an unprecedented year, with periods of commercial and political tensions across all geographies, a̸ecting all Lectra's market sectors. Tari̸s were used as levers in numerous political and economic negotiations from the first quarter of 2025, leading to a wait-and-see attitude among customers. In the end, few agreements between the countries concerned were concluded on a permanent basis, and no major relocalization was observed. ➞ A tense global geopolitical context throughout the year The global geopolitical context was profoundly marked by an upsurge in tensions between the major powers. The United States has multiplied unilateral initiatives: raising and then adjusting tari̸s, intervening in Latin America, and even expressing intentions to annex Greenland. At the same time, China has reduced its deliveries of rare earths to Europe and the United States, already causing disruptions in supply chains, particularly in the automotive industry. The country is preparing to launch a five-year strategic plan refocused on advanced technologies, to the detriment of NEVs (New Energy Vehicles). This shift is compelling China’s automotive industry to undergo consolidation triggering a price war and driving an acceleration of exports to Asia and Europe, with the United States market now virtually closed to Chinese manufacturers. Trade momentum was particularly volatile: following a spike in tensions on April 2 ("Liberation Day"), successive decisions by the American, Chinese and Russian governments increased uncertainty throughout the year. After various bilateral negotiations, the year ended with relatively limited increases in tari̸s compared to the initial announcements, with a 20% increase in fashion for Asian customers compared to 2024, i.e. between 30% and 40% in total, except for Indian customers (+50%, 60% in total, but new announcements in early February 2026 bring India onto the same rates as other Asian countries), and 5% for European customers (15% in total). In automotive, tari̸s are set at 15% for Europe, Korea and Japan, while imports from Mexico are exempt when they comply with USMCA (United States-Mexico-Canada-Agreement). Risks remain high, particularly with regard to a possible hardening of China's stance toward Europe and the US-European trade agreements that have remained at the announcement stage, as well as due to possible developments related to the ongoing renegotiation of USMCA. These adjustments should have a time-limited inflationary e̸ect, concentrated on 2025 and 2026, before a return to more normative inflation in 2027 and 2028. However, the persistence of unilateral decisions and threats of sanctions is fueling strong anxiety among economic players. The European Union is now simultaneously under economic pressure from the United States and China, as well as social protests linked to the deterioration of purchasing power in many countries. ➞ Lectra has adapted to the new economic situation In this environment, two main factors weighed on the Group's business: uncertainty – which is leading customers to reduce or postpone their investments – and more restricted access to credit, even though the decrease in interest rates is gradually providing support in several countries. The supply of software is scarcely a̸ected, whereas decisions concerning equipment have seen more postponements or cancelations. Lectra quickly organized itself to counter the direct impacts of changing tari̸s and accelerated its strategy of transforming to SaaS, maintaining targeted R&D investments, while adapting its organization for optimal e̸ectiveness. Its teams mobilized to consolidate its position as a strategic partner by maintaining ongoing dialogue with customers and continuing to promote SaaS o̸ers. Group revenues in 2025 amounted to €506.7 million, down 2% like- for-like with, on the one hand, a drop in non-recurring revenues and, on the other hand, an increase in recurring revenues. EBITDA before non-recurring items amounted to €79.7 million, representing an EBITDA margin before non-recurring items of 15.7%. The Group's ARR at December 31 increased by 14% like-for-like to €97.2 million, confirming the pertinence of the Group's SaaS development strategy. While new upheavals continue to disrupt the normal course of business, Lectra ends 2025 with a roadmap that strengthens its strategy and solid fundamentals. The Group is entering a new phase of development for 2028, set out in the presentation of the 2026-2028 roadmap (see section 14 of this chapter). 1.2 Activity and consolidated financial statements for 2025 To facilitate analysis of the Group's results, the financial statements are compared with those published in 2024 (at actual exchange rates) and, for changes, with the 2024 pro forma financial statements (at identical exchange rates). These were prepared by consolidating Launchmetrics at January 1, 2024, although the acquisition of the company took place on January 23, which had the e̸ect of increasing the pro forma revenues for 2024 by €2.5 million and the pro forma EBITDA before non-recurring items for 2024 by €0.3 million compared to the published financial statements. All "pro forma 2024" figures are designated as "2024". The US dollar and Chinese yuan each depreciated by 4% compared to FY 2024, with average exchange rates of 1.13 USD/1 EUR and 8.11 CNY/ 1 EUR. Currency movements had a significant negative impact on revenue and EBITDA before non-recurring items, reducing these indicators by €12.2 million and €4.6 million, respectively. Unless otherwise stated, comparisons are made on a like-for-like basis. ➞ New system orders New systems include software sold separately as perpetual licenses ("Perpetual software licenses"), equipment (including embedded software), and non-recurring services. Orders for new systems have been impacted by the wait-and-see attitude of customers from mid-March, when successive announcements on customs tari̸s started. This impact extended to all of the Group's regions and markets from the second quarter and has not improved since. In 2025, orders for new systems (€119.0 million) were down by 17% compared to 2024. Orders for perpetual software licenses (€7.9 million) fell by 29%, as most new software is now sold in SaaS mode, while orders for equipment and accompanying software (€89.4 million), and for training and consulting (€18.8 million) declined by 19% and 3%, respectively. By region, orders for new systems decreased by 6% in Europe, 14% in the Americas and 26% in Asia-Pacific.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 19 Lectra - 2025 Annual Financial Report By market, the decline was marked in the automotive and furniture sectors (-29% and -30%, respectively), and by 14% in fashion. Other industries, which were under less pressure in terms of budgets, recorded an increase of 21%. ➞ Revenues Revenues for fiscal year 2025 amounted to €506.7 million, down 2%. This breaks down into €126.6 million in non-recurring revenues, down 12%, and €380.1 million in recurring revenues (75% of total revenues), up 2%, including €89.3 million from SaaS subscription contracts (18% of revenues, up 14%). Recurring revenues Recurring revenues (€380.1 million) increased by 2%. This item contributed 75% of revenues (72% in 2024), and included mainly: ■ recurring contracts (€242.3 million), which increased by 5%, an increase driven by SaaS subscriptions, up sharply by 14%. Software maintenance contracts were eroded by 2%, while equipment maintenance contracts increased by 2%; ■ consumables and parts (€137.8 million), were down 4%. Non-recurring revenues Non-recurring revenues amounted to €126.6 million (25% of revenue against 28% in 2024), down 12%. It includes: ■ perpetual software licenses (€7.9 million), down 34%, accounted for 2% of revenues, the same percentage as in 2024; ■ Equipment (€97.7 million), down 11% compared to 2024, represented 19% of revenues (21% in 2024); ■ training and consulting (€18.1 million), down 4%, accounted for 4% of revenues, the same percentage as in 2024. At December 31, 2025, the backlog for perpetual software licenses, equipment, and training and consulting amounted to €23.2 million. This was a decrease of €11.8 million compared to the start of the year, like-for-like. ARR The ARR at December 31, 2025 was €97.2 million, up 14% like-for-like (9% in actual terms) compared to the end of 2024. All SaaS o̸ers contributed to the strong performance. ➞ Gross profit Gross profit reached €369.3 million, representing a gross profit margin of 72.9%, up 1.3 points, thanks to the favorable sales mix and strict control of production costs. Personnel expenses and other operating expenses incurred as part of service contracts or training and consulting are not included in the cost of goods sold but are accounted for in overhead costs. ➞ Overhead costs Overhead costs amounted to €331.1 million, a limited increase of 2% compared with the previous fiscal year, thanks to strict cost control. The breakdown is €306.7 million in fixed overhead costs and €24.4 million in variable costs. ➞ EBITDA before non-recurring items EBITDA before non-recurring items was €79.7 million, down 8%, with an EBITDA margin of 15.7%, down 1 point. ➞ Income from operations before non-recurring items Operating income before non-recurring items amounted to €38.2 million, down 14%. Non-recurring expenses amounted to €2.8 million and corresponded to the impairment of a right-of-use asset relating to NYC premises in the United States. ➞ Net Income The financial result represented a net expense of €5.9 million and the foreign exchange gains and losses were negative at -€0.4 million. After an income tax expense of €3.1 million, net income amounted to €25.6 million, down 14% in actual terms. 1.3 Balance sheet and cash-flow analysis The working capital requirement was negative at €39.7 million at December 31, 2025, remaining one of the strengths of the Group’s business model. Free cash flow before non-recurring items amounted to €57.0 million (€72.1 million in 2024). Following a non-recurring outflow of €3.1 million in Q3 2025, related to the research tax credit (CIR) dispute, free cash flow amounted to €53.9 million. At December 31, 2025, the Group’s balance sheet remained very solid: shareholders' equity stood at €360.3 million and net debt at €21.3 million after outflows for the buyback of the second phase of the buyback of Launchmetrics’ minority shares (€20.5 million), and the payment of dividends (€15.2 million) during the first half. Net debt consisted of €86.4 million in financial debt and €65.1 million in available cash.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 20 Lectra - 2025 Annual Financial Report 2. Assessment of the 2023-2025 strategic roadmap Launched in 2017, the Lectra 4.0 strategy aims to position the Group as a key Industry 4.0 player in its three strategic market sectors: fashion, automotive and furniture, before 2030. The strategy has been implemented up to now through three strategic roadmaps. The first strategic roadmap, which covered the 2017-2019 period, established the key fundamentals for the future of the Group. These included the successful integration into its new o̸ers of the key technologies for Industry 4.0 (cloud computing, the Internet of Things, big data and artificial intelligence), the reorganization of sales subsidiaries into four main regions, and the launch of the first software o̸ers in SaaS mode. The second roadmap, which ran from 2020 through 2022, achieved a new dimension for the Group – primarily through the acquisition of Gerber in June 2021 – and opened new perspectives, with a financial position stronger than ever before, an extended worldwide presence, a broader customer base, a powerful product portfolio, a growing number of customers using its new o̸ers for Industry 4.0, and a new brand image. The third roadmap, 2023-2025, published in the financial report of February 8, 2023, was designed to enable Lectra to take full advantage of its change in size to accelerate its growth, significantly increase the volume of SaaS in its revenues and seize acquisition opportunities. 2.1 Lectra's long-term strategy more relevant than ever before Over the past three years, marked by persistent macroeconomic and geopolitical challenges, the Lectra 4.0 strategy has proven its relevance and resilience. Designed to position the Group as a major player in industry 4.0 in its three strategic markets by 2030, the latter is based on five pillars: premium positioning, concentration of activity on three strategic market sectors, the integration of customers at the heart of the Group's activities, the gradual introduction on the market of new 4.0 services and a committed sustainability policy. The Group's customers face increasing pressure to adapt to global disruption, changing consumer expectations and sustainability requirements. Many have begun to modernize their operations – embracing digital tools, modular production systems, and Industry 4.0 technologies – but these e̸orts mark only the beginning of a deeper transformation. Alongside these changes, geopolitical tensions such as trade wars and regional instabilities have disrupted supply chains and sourcing strategies. These challenges have resulted in longer delivery times, higher costs, and increased uncertainty. In response, customers are favoring digital transformation to increase agility and resilience, a development that Lectra's strategy aims to support. Industry 4.0 o̸ers a way forward: a fully connected value chain that improves performance, reduces costs and increases production agility while supporting sustainability goals. Lectra's solutions align with this vision, helping customers adapt their business models and create long-term value. 2.2 2023-2025: a strategic leap towards the Lectra 4.0 vision During the period 2023-2025, Lectra achieved major milestones in its Lectra 4.0 vision, driven by six strategic priorities: 1. strengthen the implementation of best ethical, social, societal and environmental practices internally and for its customers, 2. leverage all synergies arising from the Gerber acquisition, 3. accelerate the transition of software sales to SaaS mode, 4. accelerate the transformation of the Group's customer engagement and relationship model, 5. continue external growth operations, 6. prepare Lectra for the period 2026-2030. Despite a complex macroeconomic and geopolitical context, the strategic roadmap was implemented with rigor and ambition. It has generated remarkable results: a tripling of SaaS revenues, increased financial resilience and a strengthened integration of sustainability in all of the Group's operations. These advances were enriched by significant progress in other key areas, such as organizational transformation, innovation and customer centricity. 2.2.1. Accelerating the adoption of Lectra's SaaS o̸ers Between 2023 and 2025, Lectra has seen a significant acceleration in the adoption of its SaaS o̸ers, driven by sustained market demand, significant investments in R&D and targeted acquisitions. These levers have enabled the Group to respond with agility to the changing expectations of its customers in the context of the fourth industrial revolution.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 21 Lectra - 2025 Annual Financial Report The acquisition of Launchmetrics in 2024, an international player in digital marketing in the fashion industry, was a major strategic milestone. It enriched Lectra's SaaS portfolio, consolidated its leadership in the fashion industry and boosted its SaaS growth trajectory. This transaction is in line with previous strategic acquisitions such as Retviews (in 2018), an AI-based market intelligence solution, and Neteven (in 2021), a solution for optimizing the distribution of products on the largest fashion marketplaces. Kubix Link (in 2018), a collaborative product data solution, and TextileGenesis (in 2023), a leading traceability solution, have seen strong sales growth, confirming their status as pillars of the SaaS portfolio. The launch of Valia Fashion at the end of 2024 (detailed in paragraph 2.2.2), integrating innovations such as Quick O̸er, Flex O̸er and the Lectra Digital Cutting Platform, marked a strategic breakthrough. Already adopted by 70 customers, Valia is showing its full potential, with rapid adoption and initial measured gains in productivity, data reliability, reduced lead times and material optimization. To support this momentum, Lectra has undertaken a gradual transformation of its customer-oriented organization since 2023, notably by strengthening the Customer Success function with dedicated Customer Success Managers to promote adoption and optimize customer performance through the use of Lectra solutions. In addition, the transition to SaaS has enabled Lectra to adopt a progressive sales model, o̸ering scalable solutions in line with customer needs. This approach promotes long-term relationships, supports profitable and recurring growth, and reinforces the added value of o̸ers. In line with this change in the business model, Lectra introduced ARR as a key performance indicator in 2025. At December 31, this indicator stood at €97.2 million, reflecting the excellent market momentum for Lectra's SaaS o̸ers. This increase is all the more remarkable given that the ARR was zero in 2017, highlighting exceptional growth achieved in just eight years. 2.2.2. Sustained investments to drive Innovation 4.0 Lectra has consolidated its position as a major player in Industry 4.0 by maintaining a high level of investment in R&D over three years, with more than €190 million invested, or on average of nearly 13% of annual revenue, demonstrating its constant commitment to innovation. These investments make it possible to enhance current o̸ers and launch new ones to complete the product portfolio. Since 2018, all new o̸ers have incorporated advanced technologies such as cloud computing, IoT, big data and artificial intelligence. In 2023, the Group launched a new generation of smart and connected cutting equipment: VectorFurniture iX2 and Q2 in January, followed by VectorFashion iX2 and Q2 in July. These solutions, which replace previous models from Gerber and Lectra, bring significant gains in productivity, flexibility and environmental performance to the fashion, furniture, automotive and other industries. In this dynamic, in 2024 Lectra unveiled two smart cloud solutions: Valia Furniture (January) and Valia Fashion (October). Designed to optimize production, increase agility and support more sustainable operations, they fully embody Lectra's vision of Industry 4.0 and the 4.0 cutting room. By combining artificial intelligence and business expertise, they automate and streamline workflows, from order processing to fabric cutting. Valia Fashion and Valia Furniture continued their development throughout the year, integrating advanced connectivity features with Lectra, Gerber and third-party equipment. In September 2025, Lectra reached another milestone with the launch of Empower Fashion, an industry first that introduces a new generation of maintenance contract based on a contractual equipment availability guarantee. Combined with Valia Fashion, Empower Fashion ensures optimal cutting room performance through real-time monitoring and comprehensive connectivity. R&D e̸orts have also helped to strengthen other flagship solutions: Kubix Link now o̸ers more advanced product lifecycle management and collaboration, while TextileGenesis extends its traceability capabilities to textiles, leather and footwear, both upstream and downstream. As part of its innovation strategy, in 2024 Lectra formed strategic partnerships with Six Atomic (generative AI for fashion design) and AQC Industry (AI textile defect recognition). Together, these advancements demonstrate Lectra's commitment to delivering cutting-edge, forward-looking technologies to support customers' digital transformation and operational excellence. 2.2.3. Successful realization of synergies following the acquisition of Gerber Following the acquisition of Gerber, which changed the size of the Group and redefined Lectra's international footprint with significant expansion in the Americas and robust growth in Asia-Pacific, Lectra successfully integrated the two organizations, bringing together two industry leaders. During the period 2023-2025, the Group has focused on maximizing synergies in sales, optimizing teams and operational e̹ciency, resulting in substantial strategic and financial benefits. Between 2022 and 2025, revenues from recurring contracts for Lectra and Gerber combined increased by 6% per year at constant scope. This increase is mainly due to the integration of Gerber's customers and the adoption of new latest generation maintenance contracts, aligning Gerber's service practices with Lectra's high standards. In addition, this positive dynamic was reinforced by complementary initiatives such as the harmonization of commercial practices, the development of high value-added services and strengthened customer engagement. The Group's profitability increased significantly, as evidenced by the 3.6-point increase in its gross profit, from 66.6% in 2022 to 72.9% at December 31, 2025 at constant scope. This increase is the result of both the optimization of Gerber equipment production costs and the harmonization of commercial practices. The integration of the two organizations has allowed Lectra to take full advantage of the synergies between Gerber and Lectra, thereby generating significant strategic and financial benefits. This transaction also demonstrated the Group's ability to manage and carry out large-scale transformation projects with rigor and e̹ciency. Over €36 million of synergies were achieved in 2025, more than double the initial objective for 2022 (€12–18 million) set at the time of the acquisition, and this result is indicative of the success of the integration. With this integration, full compatibility has been established between Gerber and Lectra's flagship solutions, paving the way for multiple cross-selling opportunities within the Group's portfolio. Furthermore, Lectra's capacity for innovation has been strengthened: the combination of the expertise and resources of the two entities now supports the development of next-generation solutions, thus consolidating Lectra's position as a technological and industrial leader. Operationally, the deployment of the industrial excellence practices at the Bordeaux-Cestas and Tolland sites to the Suzhou site marked a major milestone: the first Vector equipment was assembled in China in December 2023, thus strengthening Lectra's global industrial footprint. With three strategic sites (France, United States, China), today Lectra is the only company in its sector to have such a global
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 22 Lectra - 2025 Annual Financial Report industrial base, which gives it a unique competitive advantage and guarantees business continuity to its customers in a context of tari̸ tensions and changes in the global supply chain. The dual-brand value proposition combining Lectra and Gerber brand products and unified processes have improved the customer experience. This approach combines the strengths of Lectra and Gerber, providing customers with a wider range of solutions and a seamless transition between the brands, solutions, and teams they interact with. At the same time, sustained e̸orts to simplify, align and centralize processes have created a unified framework that accelerates the implementation of digital tools post-integration, ensuring operational excellence. All of these achievements have made it possible to strengthen the Group's fundamentals and improve Lectra's customer value proposition. Today, Lectra has established itself as a benchmark global player, with extensive geographical coverage, a technological advance and an unrivaled customer base. 2.2.4. A proven acquisition strategy for strategic expansion Lectra's acquisition strategy has demonstrated its e̸ectiveness in accelerating innovation and strengthening the Group's capabilities in key areas of Industry 4.0. Each operation has been carried out with discernment, with the aim of consolidating Lectra's value proposition and meeting the evolving expectations of its customers. The acquisition of TextileGenesis in January 2023 marked Lectra's entry into textile traceability, enabling fashion brands to digitally map their supply chains and meet growing demands for sustainability. To date, more than 4 billion fashion products have been traced through the platform compared to 800,000 in January 2023 – involving more than 20,000 supply chain partners. TextileGenesis is establishing itself as a go-to solution, recognized for its strength and strategic value, and is now featured in the sustainability reports of certain premium brands. The company has also expanded into the footwear and leather goods sector, where traceability and sustainability are becoming key di̸erentiating factors. In addition, TextileGenesis' ARR has increased more than fourfold since January 2023, highlighting the strong business momentum and growing industry adoption of the solution. In January 2024, Launchmetrics joined the Group, bringing powerful brand performance and marketing analytics capabilities used by more than 1,700 fashion and beauty brands worldwide. This acquisition significantly strengthened Lectra's o̸er for fashion brands, enabling them to measure and optimize their marketing investments and extend Lectra's reach across the entire fashion value chain. This acquisition came at a key moment in the Group's transformation towards a SaaS model, bringing a significant contribution of €40 million in SaaS revenues. Lectra thus doubled its SaaS revenues to €77.4 million at the end of 2024. The integration fostered synergies between solutions, notably through the integration of Kubix Link, and joint commercial e̸orts were launched in Europe and the United States, supported by a unified training and certification program designed for both Lectra and Launchmetrics' sales teams. The synergies resulting from Lectra's integration and acquisition strategy are reflected in solid financial performance. At December 31, 2025, Launchmetrics posted an EBITDA margin before non-recurring items of 17.5% and an ARR of €45 million, an increase of 8.7% year-on-year. Cultural initiatives such as Lectra Together, the onboarding program o̸ered to all new employees, including those from acquisitions, and YourVoice, the annual employee satisfaction survey, supported the e̸orts to build a cohesive team. In July 2025, high engagement scores were recorded for both acquisitions (70% for Launchmetrics and 88% for TextileGenesis compared to an overall Group average of 62%) reflecting a positive experience for the teams involved. These acquisitions are part of a strategic approach based on the identification of high-potential targets, the success of integrations and the exploitation of synergies within the Group and its customer ecosystem. The complementarities between the solutions provide fertile ground for the coming years, paving the way for increased value creation for customers. This strategy continues to strengthen Lectra's technological leadership and its position as a trusted partner in the digital transformation of its key markets. 2.2.5. Expanding fashion's customer value proposition Between 2023 and 2025, Lectra significantly expanded its fashion o̸er, through strategic acquisitions and the launch of internally developed products, thus expanding its portfolio of SaaS solutions. Lectra's SaaS o̸er for this sector now includes Launchmetrics, Valia Fashion, Kubix Link, TextileGenesis, Retviews and Neteven, complemented by its historical CAD solutions (Modaris, Gerber AccuMark) and flagship cutting equipment (Vector, Virga). These solutions cover all the key stages of the value chain in this sector – Create, Manufacture, Market – as well as cross-functional activities around Collaboration and Traceability. In an industry where speed and agility are key, many brands still operate with internal teams organized in silos, which slows decision- making and hinders e̹ciency. To remain competitive, it is essential that they connect their teams, processes and data. Lectra addresses this challenge by breaking down silos and connecting data through an integrated, collaborative approach. By leveraging fashion data and Industry 4.0 technologies – cloud computing, IoT, big data and artificial intelligence – Lectra enables companies to make more informed, faster decisions and optimize their processes. No competitor rivals Lectra's level of expertise in integration and embedded software, nor does it o̸er such comprehensive coverage of all of its customers' business processes. A leading position built on a constant capacity for innovation and sustained strategic investments. By supporting fashion companies in the alignment of performance, sustainability and growth, Lectra makes it possible to reconcile two sometimes opposing notions: profitability and sustainability.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 23 Lectra - 2025 Annual Financial Report 2.2.6. Being at the forefront of sustainability and responsible leadership Between 2023 and 2025, Lectra achieved major milestones in integrating sustainability and responsible leadership into the core of its operations, culture and o̸ers. The publication of its first Sustainability Report, in accordance with the Corporate Sustainability Reporting Directive (CSRD), marked a turning point in terms of transparency. At the same time, the launch of a climate transition plan demonstrates the Group's long-term environmental commitment, with ambitious objectives: a 25% reduction in Scope 1 and 2 greenhouse gas emissions, and a 20% reduction for Scope 3 between 2022 and 2030. Sustainability is now fully integrated into Lectra's solutions and governance. Its technologies enable customers to reduce waste, optimize the use of resources and improve traceability throughout their value chain. ESG (Environmental, Social and Governance) practices have been strengthened in product design, sourcing processes and talent development. Lectra's e̸orts have been recognized by independent organizations. For the fourth consecutive year, the Group has been named one of Deloitte's Best Managed Companies by Deloitte France, highlighting its excellence in strategy, innovation, sustainability and governance. In January 2025, Lectra was also awarded a silver medal by EcoVadis, ranking in the top 10% of companies assessed and in the top 4% in its sector, thanks to strengthened sustainability policies and governance. At the heart of this transformation is Lectra Way, a set of values and practices that shape the Company's culture and guide its responsible growth. This cultural foundation, adopted at all levels of the organization, strengthens Lectra's position as a leader in sustainable industry. 2.2.7. Consolidating the Group's financial strength The third strategic roadmap of Lectra 4.0 once again illustrates the robustness and resilience of the Group's financial model. Despite a complex global environment, Lectra maintained a solid performance across all its key financial indicators, driven by sustained growth in recurring revenues, rigorous cost management and strong cash flow generation. This financial strength is also reflected in the indicators at December 31, 2025: a significant share of SaaS in total revenues (18%), demonstrating the successful transformation to the SaaS model; a high gross profit margin (73%), illustrating the Group's ability to maintain its profitability despite a demanding environment; a strengthened security ratio (96%), confirming the structural stability of the business model; and a healthy balance sheet (net debt limited to €21 million), allowing the Group to look forward to a new phase of growth with confidence. These performances attest to Lectra's ability to invest with confidence in innovation and strategic initiatives, while consolidating its technological leadership and financial discipline, the cornerstone of its long-term strategy. Lectra's governance has undergone continuous development over the past three years, reflecting the Group's strategic ambitions and its commitment to excellent leadership. In May 2023, Karine Calvet and Pierre-Yves Roussel joined the Board of Directors, bringing valuable expertise in terms of knowledge of SaaS solutions and in-depth understanding of the fashion market. On March 31, 2024, Jérôme Viala stepped down as Deputy CEO and joined the Board of Directors on April 26, 2024, continuing to make his contribution to the Group's strategic thinking and major decisions. The Executive Committee has been enriched by several key profiles (in chronological order): Frédéric Morel, President Asia-Pacific (September 2023), Anne Borfiga, Secretary General (October 2023), Michael Jaïs, Co-Founder and CEO of Launchmetrics (January 2024), Antonella Capelli, President EMEA (April 2024), as well as Amit Gautam, Founder and CEO of TextileGenesis (July 2025), also joined the Committee, strengthening Lectra's expertise in its recently acquired businesses. John Brearley, appointed President of the Americas in October 2025, with a career spanning more than 40 years, including more than 20 years with Lectra, brings strong customer experience and in-depth knowledge of recurring business development. Lastly, in June 2025, the appointment of Maximilien Abadie as Deputy CEO marked an important milestone in the development of leadership and the acceleration of the Group's SaaS transformation. 2.3 The third stage of the Lectra 4.0 strategy was successfully completed The constant evolution of Lectra's financial indicators since 2023, supported by the steady growth in recurring revenues and rigorous cost management, as well as by the success of targeted acquisitions and their successful integration, illustrate the strength of the Group's performance. Despite a deteriorated macroeconomic and geopolitical context, the success of Lectra's various o̸ers confirms the relevance of the strategic choices made since 2017. These results allow Lectra to pursue its investments in innovation with conviction and to approach with confidence the evolution of its strategy for the 2026-2028 roadmap.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 24 Lectra - 2025 Annual Financial Report 3. Control environment and risk factors 3.1 Control environment 3.1.1. Risk management The risk management processes are implemented by the Chairman and Chief Executive O̹cer under the oversight of the Audit Committee and the Board of Directors. The Audit Committee monitors and reports to the Board of Directors on the e̸ectiveness of risk management systems, risk mapping and the rollout of priority action plans. The Group updates its risk mapping as soon as a significant change requires it and at least once a year (see the Sustainability Report for information on the double materiality assessment). The risk mapping covers all of the Group's major risk factors. Their identification is based on interviews and the review of key processes. Each risk factor is then assessed according to two criteria: the probability of occurrence and the potential impact on the strategic objectives. This approach makes it possible to prioritize risks and focus control e̸orts on the most critical ones. Lastly, internal analyses are cross-referenced with external mappings, in particular the World Economic Forum's Global Risks Report and the Risk in Focus Report of the European Confederation of Institutes of Internal Auditing, in order to integrate changes in the global environment and industry best practices. For each identified risk, a member of the Executive Committee is responsible for the treatment, prevention or management of that risk. For this purpose, he or she validates a plan of appropriate action and ensures it is duly implemented. Risk management helps ensure the creation and preservation of Lectra's value, assets and reputation. It also aims to secure decision- making processes and promote the achievement of strategic objectives. Moreover, it ensures that the Group's actions are consistent with its values. It involves and mobilizes the employees concerned to manage the risks related to their activities and responsibilities, in particular through the sharing of the analysis of the main risks identified. The performance of the risk management system is based on a balance between the expected level of coverage and the residual risks accepted. This balance takes into account the resources available, as well as the size and complexity of the Group's organization. The framework thus o̸ers reasonable assurance that the objectives described above will be achieved. However, it cannot absolutely guarantee the achievement of these objectives. Various factors can limit their e̸ectiveness, whether they are related to human behavior or the external environment in which the Group's companies operate. 3.1.2. Internal control The Finance Department ensures that the internal control system enables the control of risks within the Group while optimizing its operating performance in line with its strategy, values and ethical standards. It regularly reviews this system as part of a continuous improvement approach, as well as regularly reviewing the reporting processes. Internal control implemented within the Group comprises a body of rules, procedures and charters. It also relies on reporting obligations and on the individual behavior of all the players who contribute to the system. Objectives of the internal control system This internal control system provides reasonable assurance that the following objectives will be achieved: ■ execution and optimization of operations in accordance with the instructions and guidelines of the Executive Committee; ■ reliability of financial and sustainability information; ■ compliance with laws and regulations. The internal control system, however well designed and applied it may be, cannot provide an absolute guarantee that these objectives will be achieved. ➞ Execution and optimization of operations Oversight of proper application of Executive Committee instructions and orientations A series of procedures has been put in place to define the scope and the limits to the powers of action and decision of Lectra employees at all levels of responsibility. In particular, these serve to ensure that the Group activities are conducted in accordance with the orientations laid down by the Executive Committee. Proper functioning of the company’s internal processes, especially those relating to the protection of its assets The purpose of the processes in place and procedures to control their application is to optimize the Group's results, in accordance with the short- and medium-term financial objectives it has set. Internal control procedures contribute to safeguarding Group tangible and intangible assets (such as intellectual and industrial property, Company brands, customer relationships and corporate image, computer data), as well as Group human capital, all of which play a key role in its property, business activity and growth dynamism. ➞ Reliability of financial and sustainability information Among the control mechanisms in place, special attention is paid to procedures for preparing and processing accounting and financial information, as well as information on sustainability. Their aim is to ensure the reliability and quality of data, and to ensure that they present a true and fair view of the Group’s activity and situation. ➞ Legal and regulatory compliance The Company’s internal control procedures are designed to provide assurance that the operations carried out in all Group companies comply with the laws and regulations in force in each of the countries concerned for the di̸erent areas in question (e.g. corporate law, securities law, customs law, labor law, tax law, and anti-corruption regulations). They also comply with the CSRD Directive regarding corporate sustainability reporting (see section 1.2 of the Sustainability Report). Close attention is paid to the regulatory requirements applicable to the Group’s solutions, notably laws on the protection and security of personal data, intellectual and industrial property rights, and the regulatory requirements applicable to equipment. Lectra’s anti-corruption system is described in section 4.2.1 of the Sustainability Report.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 25 Lectra - 2025 Annual Financial Report Components of internal control ➞ Organization, decision making process, information systems and procedures Organization and decision-making process The Board of Directors is responsible for setting the strategy and direction of the Group’s operations, and for overseeing their implementation. The Audit Committee discusses the internal control system with the Statutory Auditors and Internal Audit Department. It gathers their recommendations and, notably, ensures that their level and quality of coverage are adequate. It reports on its proceedings and opinions to the Board of Directors. The Chairman and Chief Executive O̹cer is responsible for overseeing the proper functioning of the Group’s managing bodies. He is invested with the fullest powers to act on behalf of the Company in all circumstances and represents the Company in its dealings with third parties. The Executive Committee implements the strategy and policies defined by the Board of Directors. Its members have each been delegated broad powers and are critical to the e̸ectiveness of the internal control system. All important decisions relating to the operations of a region are made by a specific committee. These committees, chaired by the Chief Customer O̹cer, meet two to four times a year, with the region leader and the management teams attending. The latter submit to the committees their detailed action plans drawn up on the basis of Group strategic and budget directives, and they report on the implementation of decisions as well as on their operations and performance. The powers and limits on the powers of the members of the Executive Committee are defined by the Chairman and Chief Executive O̹cer. These powers and their limits are communicated in writing to the leaders or senior executives concerned, who are then required to account for their utilization of the powers conferred on them. The internal control process involves a large number of other participants. The corporate divisions are at the center of this organization. They are responsible for formulating rules and procedures, for monitoring their application and, more generally, for approving and authorizing a large number of decisions connected with the operations of each Group entity. Information systems Information systems play a structurally critical role in the Group’s system of internal control, and act as a key performance-tracking instrument thanks to integrated inter-company financial information, to ensure homogeneity and communicability between the Group’s di̸erent IT systems, and their continuous adaptation to developments in business processes and modes of operation, together with tighter controls. Information systems are regularly adapted to the expanded requirements of the Group in terms of the quality, relevance, timeliness and comprehensiveness of information. These systems are contributing to the implementation of harmonized Groupwide management procedures and rules while boosting the e̸ectiveness of controls. Starting at the time of acquisition, companies acquired are progressively integrated into the Group reporting system. Procedures The Group has put in place a large number of procedures, which specify the manner in which the di̸erent processes are to be performed, together with the roles of the di̸erent persons concerned, and the powers delegated to them within these processes. They further prescribe the method of controlling compliance with rules for the performance of processes. Procedures are adjusted on a regular basis to take into account the integration of acquired companies. The main subjects that are critical to the Group's objectives are: → Sales Several procedures are in place to cover the entire sales process. In particular, the Sales Rules and Guidelines, which are subject to periodical review, clearly set out rules, delegations of powers, and channels, together with the controls performed at the various stages in the sales process to verify the authenticity and content of orders, shipment and billing thereof, as well as periodic reviews of ongoing business activity by the Executive Committee. → Credit management Credit management procedures are designed to limit the risks of non- collection and shorten account collection times. These procedures include a preventive analysis of its customers’ solvency and provide for the strict and systematic application of several measures for dealing with customers in arrears. Moreover, sales of new systems to countries subject to high economic or political risks are for the most part guaranteed by irrevocable letters of credit confirmed by one of Lectra’s banks or by bank guarantees. → Purchasing Procedures are in place to ensure that all purchases from third parties are compliant with budgetary authorizations. They further spell out formally the delegations of powers regarding expenditure commitments and signatures, based on the principle of the separation of tasks within the process. The information system now in place reinforces the process of control over the proper application of rules. → Personnel Under the procedures in place all forecasted or actual personnel changes are approved by the Human Resources Department. All recruitments and dismissals must receive the department's prior authorization. Compensation is reviewed and submitted to the Human Resources Department for approval. Finally, for the members of the Executive Committee, the current compensation formula, benefits in kind, as well as any change in this formula, are submitted to the Compensation Committee to receive their opinion. → Cash The Group’s internal control procedures regarding treasury operations mainly concern bank reconciliations, security of payment means, delegation of signing authority, and monitoring of currency risk. The Group has implemented secure means of payment. Bank reconciliation procedures are systematic and comprehensive. They entail verification of all entries in the Group’s bank accounts made by the banks, together with reconciliation between treasury balances and the cash and bank accounts within the financial statements. Bank signature authorizations for each Group entity are governed by written procedures laid down by the Group Finance Department and are revocable at all times with immediate e̸ect. Signing powers delegated under these procedures are notified to the banks, which must acknowledge receipt thereof. Monitoring of the loan and related covenants is managed by the Group Treasurer.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 26 Lectra - 2025 Annual Financial Report → Currency risk The Group seeks to protect all of its foreign currency receivables and debts against foreign exchange risk, as well as, when on economically reasonable terms. Decisions take into account currency risks and trends having a material impact on its financial condition and competitive situation. The Group’s statement of financial position exposure is monitored in real time. Forward foreign exchange contracts are entered into by the Company. Control activity: control players The internal control processes are implemented by the Chairman and Chief Executive O̹cer under the oversight of the Audit Committee and the Board of Directors. The Audit Committee monitors the e̸ectiveness of the internal control systems for the Board of Directors and reports to it thereon. The Finance Department, in particular the Treasury and Management Control teams, as well as the Legal Department, are at the heart of the internal control system. The internal audit team set up in September 2025 will strengthen this system from 2026 (see section 3.1.3 below). Controls are in place at many points throughout the Group’s organization. These are adapted to the critical aspects and risks linked to the processes to which they apply. Controls are conducted by means of IT applications, procedures subject to systematic manual control, via ex-post audits, or via a chain of command, in particular by members of the Executive Committee. Spot checks are also performed in the various Group subsidiaries. In each subsidiary, the person in charge of finance and administration, in coordination with the regional Legal Counsel, plays a major role in the organization and conduct of internal controls. The mission of this person, who reports to the Group finance division, is to ensure that the subsidiary complies with the rules and procedures established by the Executive Committee and the corporate divisions. The Information Systems Department is responsible for guaranteeing the integrity of data processed by the various software tools in use within the Group. It works with the Group finance division to ensure that all automated processing routines contributing to the preparation of financial information are compliant with accounting rules and procedures. In addition, it verifies the quality and completeness of information transferred between the di̸erent software applications and information systems security. Key application controls from the main information systems are subject to an annual audit by the Statutory Auditors. The human resources division exercises the control function regarding human resources matters in all subsidiaries. Its role includes ensuring that applicable social policies in each of the Group's subsidiaries are compliant with the laws and labor regulations in force in the countries concerned. It also intervenes in all contractual relations entered into between Group companies and its employees. The Legal Department ensures that the operations of each of the Group's subsidiaries comply with applicable laws and regulations, and with internal policies, particularly in contractual relations between those subsidiaries and third parties. The Legal Department calls upon a network of law firms located in the countries concerned and specializing in the subjects at issue, as needed. It supervises and manages potential or pending litigation, in conjunction with the Group’s attorneys where appropriate. A dedicated intellectual and industrial property team functions as part of the Group's Legal Department. It acts preventively to protect innovations and avert all risks of counterfeiting of the products or processes developed by the Group. More broadly, this team addresses all risks associated with innovation and the protection of its intellectual and industrial property. Continuous improvement of the internal control system and procedures The resolution of incidents identified during controls or the conclusions of audits carried out a posteriori on compliance with rules and procedures is part of the internal control system. They make it possible to ensure both the quality of the latter's operation and to continuously improve it. Given the nature of its business, the Group is compelled to adapt its organization to market and strategy changes whenever necessary. Each change in its organization or modus operandi is preceded by a review process to ensure that the proposed change is consistent with the preservation of an internal control environment complying with the objectives described in section 3.1.2 above. Within this context, the scope and distribution of the powers of individuals and teams, reporting lines and rules for the delegation of signing authority, are reviewed and adjusted, if necessary, during all organizational changes. Oversight of internal controls is underpinned by a continuous improvement process, notably in the areas of the risk prevention plan, formalizing accounting procedures, human resources management, integrating acquired companies, and information systems. 3.1.3. Internal audit To strengthen its risk management and promote the achievement of its strategic objectives, in 2025 the Group created an internal audit function. Internal audit is required to carry out assignments in various areas (operational, financial, organizational) across the entire Group. All of these assignments are based on an annual audit plan approved by the Chairman and Chief Executive O̹cer and the Audit Committee. Furthermore, the progress of the audit plan as well as the main conclusions and recommendations of the audits carried out are presented at Audit Committee meetings. The assignments are carried out according to a rigorous methodology, the aim of which is to comply with the standards of the IFACI (French Institute for Audit and Internal Control). Each assignment will be the subject of a report containing recommendations, which are systematically the subject of an action plan by the teams in charge of the audited processes and follow-up by internal audit. 3.1.4. Insurance and risk cover The Purchasing and Legal Departments: ■ oversee the insurance policies for the entire Group, ■ define the risk hedging policy, ■ coordinate the management of insurance policies for civil liability, executive liability, property damage, cybersecurity, and the transportation of people and goods. They reassess this policy regularly and renegotiate or adjust programs to take into account the evolution of the Group's activity and changes in its scope.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 27 Lectra - 2025 Annual Financial Report The Group benefits from the following insurance policies: ■ civil liability, ■ executive liability, ■ property damage and subsequent business interruption, ■ transportation of goods, ■ employee travel, ■ cybersecurity. The Group works through international brokers whose network has the capacity to provide assistance in all its activities and throughout its di̸erent geographies. A global insurance program supplemented by local programs, provides for complete and e̸ective coverage. Insurance policies are written with reputable insurers of su̹cient size and capacity to provide adequate cover for the risks and to administer claims in all countries. At regular intervals, when programs come due for renewal, the Group invites competing companies to submit bids in order to optimize cover and secure the best possible terms and conditions. The guarantees provided by these programs are reviewed annually and are calculated on the basis of estimated possible losses, the guarantee terms generally available on the market and depending on insurance companies’ proposals. The Group manages uncertainty with respect to general liability by means of a contractual policy that excludes its liability for indirect damage and limits its liability for direct damage to the extent allowed by applicable regulations. The Group is also exposed to the risk of injury to its customers’ employees while operating items of equipment supplied by it. It therefore takes all appropriate steps to ensure that these meet the strictest personnel safety standards. For cases in which malfunction could not be avoided, the Group’s product liability insurance contract covers it against monetary consequences arising from its liability. The property damage and subsequent business interruption program provides for payment of claims for material damage to buildings or physical assets in accordance with the declared amount for each of its sites worldwide, which the Group reports annually. The program comprises additional guarantees to finance the continuity or reorganization of activity in case of a loss event, particularly regarding the Bordeaux-Cestas (France), Tolland (United States) and Suzhou (China) sites. The program comprises “business continuity” cover against financial loss in the event of a major accident a̸ecting one of the sites and jeopardizing the continuity of all or part of the Group’s business. It is backed up by risk prevention measures, based on the findings of the Group insurers’ experts. 3.2 Risk factors Lectra is exposed to exogenous and endogenous risks related to the specificities of its business, structure, organization, strategy and business model. Lectra has a risk mapping that is updated as soon as a significant change requires it and at least once a year. This mapping is regularly reviewed with an external service provider. 3.2.1. Assessment of risk factors The risk factors identified in the mapping are summarized in the table below in descending order of criticality in each category. The risk factors presented in this chapter are those for which the residual criticality after mitigation actions is assessed at the "material" and "major" levels. They are grouped into four categories. Risk category Level of risk Risk description Risks related to market conditions Major Geopolitical and macroeconomic context Material Competition Low Currency fluctuations Strategic risks Material Drop in demand Material Sales performance Material Adequacy of new o̸ers Low Integration of acquisitions Operational risks Material Succession of key individuals Material Security of internal IT systems and o̸ers Material Protection of personal data Material Complex IT systems architecture Material Key skills and resources Moderate Business continuity Low Dependencies on key suppliers Low Technological obsolescence Risks related to ethics and compliance Low Ethics and compliance Previously, the risks assessed at the "low" and "moderate" levels were presented in the Annual Financial Report. This year, in accordance with the recommendations of the French Financial Markets Authority (AMF), Lectra has chosen to present only risks assessed at the "material" and "major" levels. It cannot be ruled out that other risk factors, unidentified or deemed "low" or "moderate", may a̸ect the Group in the future. In 2025, the dollar exchange rate experienced unprecedented volatility. Although the Group has maintained its rating for the "Currency fluctuations" risk factor at a "low" level over the medium term, it is described below.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 28 Lectra - 2025 Annual Financial Report 3.2.2. Description and mitigation of the main risk factors Risks related to market conditions Risk factor description: Geopolitical and macroeconomic context The Group has a global commercial and industrial presence (92% of its 2025 revenues was generated outside France and 62% outside Europe). As a result of this distribution, the Group is exposed to risks generated by political and macro-economic disruptions (economic slowdown due, for example, to conflicts or growing geopolitical tensions, international trade tensions whether related or not to changes in customs duties, etc.). The economic consequences on the regions where the Group or its customers generate a significant portion of their revenue could negatively impact its ability to produce and sell in certain markets. Due to the international nature of the Group's activities and the globalized markets in its customers' business sectors, the Group is exposed, mainly via its customers, to variations in customs duties related to the geopolitical context. The solutions marketed by Lectra represent significant investments for its customers, who may want to wait until they have better visibility on the situation and outlook in their industry before deciding on their investments. Thus, uncertainty related to the economic environment could lead customers to reduce or postpone their investments. The Group could potentially fail to anticipate the consequences of this context, or even be unable to protect itself against its impact on its business activity and results. Potential impacts on Lectra: Main mitigation actions: ■ Loss of revenues ■ Loss of profitability ■ Development of recurring activity (75% of revenues), with gross profit covering 96% of fixed costs in 2025 ■ Distribution of the Group's global presence ■ Distribution of the Group's activity across di̸erent business sectors ■ Regionalization of production (France, China, United States) ■ Negative working capital requirement ■ Detailed communication to investors on the impacts of changes in customs duties Risk factor description: Competition Lectra is exposed to the rise of certain competitors at regional and/or market level and the emergence of a di̸erent competitive ecosystem for the Group's new activities. Potential impacts on Lectra: Main mitigation actions: ■ Loss of market share ■ Loss of leadership ■ Detailed competition analysis throughout the year and monitoring of market developments at global and regional levels ■ Balanced distribution of the Group's activities between the Americas, Europe and Asia ■ Premium positioning ■ Investment in R&D ■ Acquisitions of innovative startups Risk factor description: Currency fluctuations The Group has a global presence (62% of its 2025 revenues generated outside Europe). A significant portion of its revenues is denominated in various currencies, notably the US dollar, with as a consequence, the depreciation of some currencies against the euro. (see note 3.1 to the consolidated financial statements "SPECIFIC FOREIGN EXCHANGE RISKS – DERIVATIVE FINANCIAL INSTRUMENTS") Potential impacts on Lectra: Main mitigation actions: ■ Decreased profitability ■ Furthermore, the Group hedges almost all its balance sheet positions through forward currency sales and purchases.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 29 Lectra - 2025 Annual Financial Report Strategic risks Risk factor description: Drop in demand New consumption trends (second-hand, sustainability, etc.) could reduce sales of new products and change markets. The needs of Lectra's customers would be changed by this and the complexity of their operations would increase. The Group is thus exposed to a risk of a decline in customer demand for cutting solutions due to changes in their business models. Potential impacts on Lectra: Main mitigation actions: ■ Drop in revenues ■ Ambitious sustainability policy ■ Technological solutions to support customers in managing their operational complexity Risk factor description: Sales performance The Group is exposed to the risk of inadequate performance by its sales teams. This risk is all the greater as the Group provides its customers with high value-added technological solutions for Industry 4.0 and solutions from recent or future acquisitions that have not yet been mastered by all its teams and which call on rare skills that are di̹cult to attract and retain. Potential impacts on Lectra: Main mitigation actions: ■ Non-achievement of revenues objectives ■ Inadequate marketing of new o̸ers ■ Rollout of training and certifications for sales and Customer Success teams to increase the expertise and quality of the customer relationship ■ Increased cooperation between sales, Customer Success and Marketing teams to improve collaboration and promote up-selling and cross-selling ■ Reinforcement of the Sales Enablement team with relays in each region and the implementation of 360° training covering the skills necessary to sell new solutions. ■ Coaching of sales managers and sales teams ■ Implementation of new sales methodologies Risk factor description: Adequacy of new o̸ers In a competitive global market with regular innovations in solutions brought to market, the Group is exposed to the risk of mismatching between its o̸ers and the expectations of the various markets. Each year, Lectra invests over 12% of revenues in R&D (13.8% in 2025). With regard to its new o̸ers, like all technology companies, the Group is exposed to inherent risk factors related to time-to-market, failure to achieve eco-design objectives and a poor understanding of value for customers. In particular, the specific risks induced by the ongoing transition of software o̸ers to 100% SaaS and the current transition of equipment o̸ers to all 4.0 cutting room o̸ers. Potential impacts on Lectra: Main mitigation actions: ■ No return on R&D investments ■ Non-achievement of strategic and financial objectives ■ Loss of confidence of customers, investors and teams ■ Definition of a 2030 strategy and implementation of three-year strategic roadmaps with the Strategic Committee, the Executive Committee and numerous Group experts ■ Continuous competitive monitoring ■ Permanent market analysis ■ Action plans to implement eco-design in new projects (described in section 2.3.4 of this report) ■ Every three months, the Chairman and Chief Executive O̹cer, the Deputy CEO and the Chief Technology O̹cer review the product and R&D plans with the relevant teams ■ Gradual launch of new o̸ers (needs analysis, prototyping, testing, pre-launch, o̹cial launch) ■ Breakdown of the value proposition of o̸ers by market but also by market segment and "Buying Persona" to better match the customer's specific characteristics and expectations
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 30 Lectra - 2025 Annual Financial Report Operational risks Risk factor description: Succession of key individuals The succession plans for key persons are a risk factor for the Group. First and foremost, the Chairman and Chief Executive O̹cer, whose name is inseparable from that of Lectra, for investors and the teams. Then, additionally, key people at Executive Committee level, as well as the founders of acquired companies strongly associated with the success and image of their companies. In future successions, governance will be decisive in guaranteeing a smooth transition and maintaining organizational balance. The succession of key individuals is considered to be material information and is included in the double materiality assessment in the Sustainability Report. Potential impacts on Lectra: Main mitigation actions: ■ Slowdown in activity ■ Decline in investor, customer and team confidence ■ Decline in the Group's stock market valuation ■ Identification of key positions and then validation by the members of the Executive Committee with the Chairman and Chief Executive O̹cer, the General Secretary and the Senior Vice President Human Resources of succession plans (as part of the "Attractiveness, skills development and employee succession" policy) ■ Formalization of development plans for the growth of employees identified in the succession plans ■ Regular recruitment or promotion of new talent to strengthen the management team ■ Regular sharing with the Board of Directors foreseeable changes in the Executive Committee and key positions ■ An ad hoc Committee of the Board of Directors has been set up to plan the succession of the Group's Chairman and Chief Executive O̹cer Risk factor description: Security of internal IT systems and o̸ers The Group faces many challenges that increase its exposure to threats and make cybersecurity a major issue, such as: ■ the cloud strategy, ■ Industry 4.0, ■ increased connectivity and dependence on equipment software, and ■ strengthening the cybersecurity regulatory framework. Thus, the Group is exposed to risks related to the security of its internal information systems (allowing its business continuity) and related to its o̸ers (allowing the continuity of its customers' activity) for technical reasons or due to cyberattacks. These risks, and the corresponding mitigation measures implemented, are among the major material challenges and are described in the Sustainability Report's double materiality matrix Potential impacts on Lectra: Main mitigation actions: ■ Blocking of internal information systems and interruption to the Group's activities ■ Blocking cloud o̸er infrastructure and interruption to customers' activities ■ Data integrity breach ■ Damage to the Group's reputation ■ Administrative penalties ■ Implementation of a cybersecurity roadmap to secure internal information systems and cloud services (including in particular control of infrastructure, data center, workstation security, authentication and access control to information systems, cloud risk management with suppliers, systems monitoring, etc.) ■ Continuous implementation of o̸er vulnerability tests and corrective actions ■ Implementation of ethics hacking tests and annual penetration testing campaigns ■ Raising awareness and training of R&D teams in best practices for securing IT developments ■ Raising awareness of all employees and multi-year tests
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 31 Lectra - 2025 Annual Financial Report Risk factor description: Data protection The Group is exposed to the risk of loss, theft or destruction of data such as: ■ commercial data (e.g. loss or theft of data in customer relationship management software) ■ design data/intellectual property data (theft of data concerning future Lectra software and equipment as well as certain consumables) ■ Personal data (notwithstanding the fact that the personal data processed is relatively limited and narrow in scope). Potential impacts on Lectra: Main mitigation actions: ■ Loss of stakeholder confidence ■ Legal proceedings ■ Financial losses ■ Damage to the Group's reputation ■ Creation of the data register and continuous updating across the entire Group scope ■ Deployment of a cybersecurity roadmap ■ Support for the business teams from the cybersecurity and compliance teams as well as the Data Protection O̹cer to secure the systems for processing customer data and personal data ■ Employee awareness-raising Risk factor description: Complex IT systems architecture The Group's activities are continuously and increasingly dependent on the proper functioning of its information systems. The Group has added a number of IT systems to its application landscape over the course of company acquisitions and notably manages two main ERPs, as well as independent ERPs used in recent acquisitions. This context exposes the Group to a risk related to lack of harmonization and/or obsolescence of systems. Potential impacts on Lectra: Main mitigation actions: ■ Duplication of operating procedures generating loss of productivity ■ Lack of data reliability ■ Alignment and simplification of Group processes ■ Implementation of a plan for the continuous improvement, optimization and transformation of information systems ■ Development and implementation of a common tool dedicated to the creation of quotes and the management of the life cycle of contracts ■ Development of a five-year plan for the gradual switchover to common tools (in particular a Group ERP) Risk factor description: Key skills and resources The Group's performance is largely based on the skills and expertise of its teams. The Group is exposed to tensions in the labor market, particularly in the technology sector, which have made it more di̹cult to recruit and retain talent, given its scarcity. The Group's success also depends on its ability to retain and develop the skills of its employees, particularly through training. Potential impacts on Lectra: Main mitigation actions: ■ Loss of e̹ciency caused by uncontrolled sta̸ turnover or recruitment di̹culties ■ Loss of leadership caused by departures from the management team or certain experts that may complicate the management and execution of strategy ■ Strengthening the employer brand ■ Improvement of recruitment and onboarding procedures for new employees ■ Adjustment of compensation scales ■ Inclusive, diverse and stimulating work culture at the heart of its sustainability strategy ■ Lectra has made strong commitments to diversity and inclusion, work/life balance, and to ensuring the health and safety of its teams.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 32 Lectra - 2025 Annual Financial Report 4. O̸-balance sheet items 4.1 O̸-balance sheet items relating to the Group's financing The Company, through its banks, had given a total of €2.5 million in guarantees to customers, to lessors in connection with lease contracts, or to suppliers and service providers at December 31, 2025 (€2.9 million at December 31, 2024). Foreign exchange risk hedging of balance sheet positions at December 31, 2025 comprised forward sales or purchases of foreign currencies (mainly US dollars, GB pounds and Chinese yuan o̸shore) for a net total equivalent value (sales minus purchases) of negative €38.0 million (negative €52.7 million at December 31, 2024). 4.2 O̸-balance sheet items relation to the Group's operating activities The only o̸-balance sheet items relating to operating activities concern normal security contracts, catering services, reception desk contracts, o̹ce equipment rentals, etc., as well as Group management software subscription contracts used in the Group information system, which may be canceled in accordance with contract terms. These items are discussed in the notes to the consolidated financial statements. The Group’s o̸-balance sheet items relating to operating activities at December 31, 2025 were valued using the same methodology as in previous years. 5. Research and development The Group invests significantly in research and development (R&D). Consisting mainly of trained engineers, they span a wide array of specialties across a broad spectrum from software development and internet services through electronics, mechanical engineering, as well as expert knowledge of the Group’s customers’ businesses. The Group also has recourse to specialized subcontractors, accounting for a small proportion of its total R&D spending. At December 31, 2025, the R&D teams comprised 716 people (707 at December 31, 2024), distributed as follows: R&D headcount (in number of person) 2025 2024 France 370 359 Romania 115 128 United States 51 60 India 43 33 China 22 21 Italy 24 20 Belgium 15 12 Spain 42 42 United Kingdom 4 2 Subcontractors 30 30 TOTAL 716 707 In addition, the Group is investing in advanced research and studies, drawing on areas of excellence across an array of laboratories, universities, schools, competitiveness clusters and technology centers. Partnership contracts with various actors have been implemented, accelerating and reinforcing Lectra’s innovative capabilities. The table below shows the change in Research and Development expenses between 2024 and 2025, which was entirely expensed for the period and included in fixed costs: In million of euros 2025 2024 R&D costs 69.7 67.6 % revenue 13.8% 12.8 % Net R&D costs (1) 65.1 62.0 (1) After deducting research tax credit applicable in France and grants received As a result of these substantial R&D e̸orts (€430 million invested over the past 10 years, only counting outlays by acquired companies once they are integrated into the Group’s consolidated financial statements), the Group has a major technological asset that is valued at zero in the statement of financial position. The Group has thus maintained and even strengthened its technology lead over its competitors. 6. Sustainability Report The Sustainability Report prepared in accordance with Article L. 232-6-3 of the French Commercial Code (Code de commerce) is appended to the Management Discussion and Analysis and appears on Chapter 2 of the Annual Financial Report.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 33 Lectra - 2025 Annual Financial Report 7. Parent company 7.1 Parent company financial statements The accounting rules and methods are unchanged from those applied in the previous fiscal year. The Company's financial statements show the following: (in millions of euros) 2025 2024 2023 Net revenues 232.3 235.0 223.4 Operating income 16.3 27.9 26.0 Net income before tax 19.0 25.3 24.5 Net income 19.7 24.4 22.0 At December 31, 2025, shareholders' equity before appropriation of earnings amounted to €446.5 million (€522.6 million at December 31, 2024). Pursuant to Article 223 quater of the French General Tax Code, the total amount of non-tax deductible expenses and charges, referred to in 4° of Article 39 of said Code, was €132,623 (this total amount corresponds to the portion of company vehicle leases that is not tax- deductible) and the corresponding tax paid by the Company was €33,876. Pursuant to Article R. 225-102 of the French Commercial Code (Code de commerce), the summary table of Lectra's earnings for the last five fiscal years is provided in Chapter 14 of this Report. The information contained therein was prepared in accordance with the provisions of ANC Regulation No. 2022-06 on the French General Chart of Accounts. 7.2 Information on customer – supplier payment terms In accordance with the provisions of Article L. 441-14 of the French Commercial Code (Code de commerce), companies must publish information on the payment terms of their suppliers and customers. 7.2.1. Supplier payment terms The table below shows the number and amount of the unpaid portion of invoices past due on the basis of the contractual payment terms, at the reporting date. This amount is broken down by maturity and related as a percentage to the total amount of purchases for the fiscal year. In this approach, social security liabilities, customer deposits, unpaid invoices and credit notes, and currency translation adjustments are excluded from the item trade payables and other short-term liabilities in the financial statements. 2025 2024 2023 Number of affected invoices 678 705 918 (in thousands of euros) Amount (1) %(2) Amount (1) %(2) Amount (1) %(2) Overdue portion of invoices 6,376 5% 6,426 5% 6,188 5% - Less than 31 days 1,148 1% 894 1% 629 1% - From 31 to 60 days 360 0% 712 1% 737 1% - From 61 to 90 days 330 0% 506 0% 461 0% - More than 90 days (3) 4,538 4% 4,314 4% 4,361 4% (1) Share of the total pre-tax amount of the invoices concerned, in thousands of euros. (2) As a percentage of the total pre-tax purchases of the fiscal year (including capital expenditures) (3) Overdue payables of more than 90 days relate only to foreign suppliers and the Company’s foreign subsidiaries. These intra-group payables are offset by the corresponding intra-group receivables overdue for more than 90 days. 7.2.2. Customer payment terms The table below shows the number and amount of the unpaid portion of invoices issued and past due on the basis of the contractual payment terms, at the reporting date. This amount is broken down by maturity and expressed as a percentage of revenues for the fiscal year. Under this approach, disputed invoices, unissued invoices and credit notes as well as currency translation adjustments are excluded from the item trade receivables and related accounts in the financial statements. 2025 2024 2023 Number of affected invoices 1410 1619 2000 (in thousands of euros) Amount (1) %(2) Amount(1) %(2) Amount(1) %(2) Overdue portion of invoices 14,290 6% 16,563 7% 12,510 6% - Less than 31 days 4,672 2% 3,405 1% 4,183 2% - From 31 to 60 days 1,131 0% 2,427 1% 1,046 0% - From 61 to 90 days 688 0% 1,077 0% 1,324 1% - More than 90 days (3) 7,801 3% 9,653 4% 5,957 3% (1) Share of the total pre-tax amount of the invoices concerned, in thousands of euros. (2) As a percentage of the total pre-tax sales of the fiscal year (including capital expenditures) (3) Overdue receivables of more than 90 days relate only to foreign customers and the Company’s foreign subsidiaries. These intra-group receivables are partially offset (for €4,538 thousand) by intra‑group payables that have also been overdue for more than 90 days.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 34 Lectra - 2025 Annual Financial Report 7.3 Information on existing branches Pursuant to Article L. 232-1 of the French Commercial Code (Code de commerce), it is specified that at December 31, 2025 the Company had two branches in France: ■ Chemin de Marticot – 33610 Cestas; ■ 40-42, avenue Georges Pompidou – 69003 Lyon. 7.4 Information on the parent company's employee shareholding structure At the end of the 2025 fiscal year, the Company was aware of the ownership by its employees and sta̸ of companies related to it within the meaning of Article L. 225-180 of the French Commercial Code (Code de commerce), under the company savings plan provided for by Articles L. 3332-1 et seq. of the French Labor Code (Code du travail), and by employees and former employees in the context of company mutual funds, of 163,690 Company shares, i.e. 0.40% of the share capital. 8. Appropriation of Earnings The Board of Directors has decided to propose to the shareholders during their Shareholders' Meeting on April 29, 2026, the payment of a dividend to €0.35 per share in respect of fiscal year 2025. The gross dividend represents a payout ratio of 52% of 2025 consolidated net income and a yield of 1.4% based on the December 31, 2025 closing share price. Subject to approval by the Shareholders’ Meeting of April 29, 2026, the dividend will be payable on May 6, 2026. Pursuant to the provisions of the first paragraph of Article 243 bis of the French General Tax Code, the entire dividend is eligible for the 40% deduction provided for under Article 158, section 3, sub-section 2, of the French General Tax Code when paid to individual shareholders domiciled in France for tax purposes and eligible for this deduction. Therefore, the Board of Directors proposes to appropriate the net income for the 2025 fiscal year as follows: Amounts in euros Year 2025 Net income for the year €19,727,446 Retained earnings brought forward from prior years €140,776,301 Appropriation to the legal reserve €9,699 Distributable profit €161,494,048 To the payment of a dividend €0.35 per share(1) €13,308,716 To retained earnings(1) €6,409,031 Retained earnings after appropriation €147,185,333 (1) Calculated on the basis of the shares eligible for dividends, on the basis of the 38,063,263 shares making up the capital stock at December 31, 2025 after deducting of the 38,361 treasury shares 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 of shares held in treasury by the Company on the dividend payout date. Dividends paid in respect of the previous three fiscal years were as follows: Fiscal year 2024 2023 2022 Dividend per share(1) €0.40 €0.36 €0.48 Number of shares eligible(2) 37,930,806 37,847,354 37,762,408 Total Dividend global payout(2) €15,172,322 €13,625,047 €18,125,956 (1) Before deduction and before withholding for tax and social security contributions (2) Considering treasury shares on the dividend payout date
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 35 Lectra - 2025 Annual Financial Report 9. Share capital - ownership - share price performance 9.1 Change in share capital At December 31, 2025, the share capital came to €38,063,263, divided into 38,063,263 shares with a par value of €1.00. Since January 1, 2025, the share capital's par value increased by €96,989 (with a share premium of €1,657,547) due to the creation of 96,989 shares, resulting from the exercise of stock options. 9.2 Main shareholders The Shareholders' Meeting of April 25, 2025 canceled the double voting rights that had existed until then. At the date of this report, to the Company’s knowledge: ■ Daniel Harari holds 12.7% of the Company's share capital and voting rights; ■ On July 24, 2025, Alantra EQMC Asset Management SGIIC (Spain) declared that it had crossed above the thresholds of 10% of the share capital and voting rights of the Company; ■ On September 24, 2025, Fidelity Management & Research Company LLC (United States) declared that it had crossed below the thresholds of 5% of the share capital and voting rights of the Company; ■ On October 30, 2025, FMR LLC (United States) declared that it had, directly and indirectly through the companies it controls, crossed below the thresholds of 5% of the share capital and voting rights of the Company; ■ On October 30, 2025, Amiral Gestion (France) declared that it had crossed above the thresholds of 5% of the share capital and voting rights of the Company; ■ On February 24, 2026, Fivespan Partners LP (United States) declared that it had crossed above the thresholds of 10% of the share capital and voting rights of the Company following a previous declaration made on December 22, 2025, when it had crossed above the threasholds of 5%; ■ Brown Capital Management (United States) and Kempen Oranje Participaties (Netherlands) each hold more than 5% (and less than 10%) of the share capital and voting rights of the Company; No other shareholder has declared holding more than 5% of the share capital and voting rights. Thus, Daniel Harari, Alantra EQMC Asset Management and Fivespan Parteners LP hold more than 10% of the Company's share capital and voting rights, while Amiral Gestion, Brown Capital Management and Kempen Oranje Participaties hold more than 5% of the share capital and voting rights. 9.3 Shareholding pacts and agreements At the date of publication of this report, the Company is not bound by any shareholders' agreement or pact. 9.4 Treasury shares At December 31, 2025, the Company held 0.10% of its own shares within the framework of the liquidity agreement managed by Natixis ODDO BHF. 9.5 Granting of stock options – potential share capital The Shareholders’ Meeting of April 29, 2022, renewed the authorization given to the Board of Directors to grant stock options, for a maximum of 1.2 million options for the same number of shares with a par value of €1.00, in accordance with the conditions described in the Report of the Board of Directors to the said meeting and in its thirteenth resolution. This authorization was given for a period of 38 months and expired on June 28, 2025. No subsidiary of the Company has opened a stock option or stock purchase plan for Lectra stock. 9.5.1. Stock option granting policy Lectra has a long-standing policy of employee participation in its capital; this is an essential component of a sound compensation policy, and assures shareholders that the priority of the Group's key employees is the long-term development of the Company. Stock options have proven over time to be an e̸ective mechanism for retaining employees, for incentivizing them to actively contribute to Lectra's development, and for attracting new talent. The main features of the Company's stock option plans are as follows: ➞ Exercise price The exercise price shall not be less than the average price of the share listed for the 20 trading sessions prior to the decision by the Board of Directors to grant the options. ➞ Beneficiaries The list of beneficiaries is drawn up by the Board of Directors, on a proposal by the Chairman and Chief Executive O̹cer and a recommendation by the Compensation Committee. Option beneficiaries fall into three categories: ■ members of the Executive Committee (except for the Chairman and Chief Executive O̹cer, who receives no stock options); ■ the senior Group managers; ■ other employees whose contribution is considered significant. ➞ Performance conditions Since 2022, all(1) options granted to members of the Executive Committee are subject to performance conditions based on the year of the grant and the following two years, as per criteria that measure both the results for the year just ended and the more medium- and long-terms e̸ects on results. The final number of options is calculated ex-post with reference to the percentage fulfillment of targets set for the beneficiary and validated by the Board of Directors' meeting approving the financial statements for the third year after they were granted. One half of the options granted to senior Group managers, as in years prior to 2022, is subject to performance conditions aligned with the objectives of Lectra's strategic roadmap. The final number of options is calculated with reference to the percentage fulfillment of targets set for the beneficiary for the year of the grant, and validated by the Board of Directors' meeting approving the financial statements for the year following the year they were granted. (1) Prior to 2022, 50% of the options granted to members of the Executive Committee were subject to performance conditions based on the results of the year of the grant.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 36 Lectra - 2025 Annual Financial Report ➞ Vesting period, absence of lock-up period, employment requirement, and option validity period Options for which exercise rights have been acquired may be exercised, in full or in part, from the end of a vesting period applicable to all beneficiaries. For plans prior to 2025, this period is four years. From 2025, it is set at three years. No lock-up period is applicable. All plans require that the beneficiary continue to be an employee of the Company, or an employee or company o̹cer (mandataire social) of one of the companies in the Group, from the date of the grant to the time the options are vested, it being specified that the right to exercise these options vests on a single occasion at the end of the three- or four-year period starting on January 1 of the year of granting. In the event of the departure of a beneficiary before this date, all options that were granted to the beneficiary cease to be valid. By way of exception, the right to exercise options shall be maintained in the event of the death of the beneficiary, or retirement at the statutory pensionable age in the beneficiary's country. Provided the death or retirement occurs between January 1 of the year following the grant and the end of the three- or four-year vesting period (that is, for 2025 plans, between January 1, 2025 and December 31, 2027) the right to exercise options shall be maintained in full for options whose vesting depends solely on presence, up to the maximum number of options calculated on the basis of the beneficiary’s performance for options for which the right to exercise options is also conditional on actual performance. The options are valid for a period of eight years from the date of granting. 9.5.2. 2025 Stock option plan The Board of Directors, meeting on June 5, 2025, granted, in respect of the 2025 stock option plan, a maximum of 1,102,568 options to 458 beneficiaries, at an exercise price of €24.75 per option, and breaking down between: ■ an allocation of a maximum of 529,065 new options spread over three sub-plans with presence and/or performance conditions depending on the type of beneficiary; ■ an allocation of a maximum of 573,503 options subject to the condition of waiver by the beneficiaries of previous plans not vested and granted in 2022, 2023 and 2024. This plan provides for the allocation of a number of new options equal to that granted under said plans, subject to the waiver by each interested party of all of their options resulting from said plans. This allows the beneficiaries concerned to envisage a capital gain on the options granted in previous years, with an exercise price of €24.75 (instead of €38.50, €28.25 and €32.50, respectively, for the 2022, 2023 and 2024 plans), but without an increase in dilution. It should be noted that one beneficiary was allocated several 2025 sub-plans. The table below presents a summary of the di̸erent sub-plans allocated: Allocation of the 2025 plan Main features Sub-plan 1 Sub-plan 2 Sub-plan 3 Sub-plan 4 Sub-plan 5 Sub-plan 6 Sub-plan 7 Sub-plan 8 Date of Shareholders' meeting authorization 4/29/22 4/29/22 4/29/22 4/29/22 4/29/22 4/29/22 4/29/22 4/29/22 Date of the Board of Directors meeting 6/5/25 6/5/25 6/5/25 6/5/25 6/5/25 6/5/25 6/5/25 6/5/25 Vesting date 12/31/27 12/31/27 12/31/27 12/31/27 12/31/27 12/31/27 12/31/27 12/31/27 Grant conditions New grants New grants New grants Grants subject to waiver of the 2022 plan (sub- plan granted to members of the Executive Committee) Grants subject to waiver of the 2023 plan (sub- plan granted to members of the Executive Committee) Grants subject to waiver of the 2024 plan (sub- plan granted to members of the Executive Committee) Grants subject to waiver of the 2022–2024 plans (granted to Senior Managers) Grants subject to waiver of the 2022–2024 plans (granted to others collaborators) Performance conditions Objectives to be achieved over 3 years (2025–2027) for all options – to be calculated in 2028 Objectives to be achieved over 1 year (2025) for 50% of options – to be calculated in 2026 No performance conditions Objectives to be achieved over 3 years (2022–2024) for all options – already calculated in 2025 Objectives to be achieved over 3 years (2023–2025) for all options – to be calculated in 2026 Objectives to be achieved over 3 years (2024–2026) for all options – to be calculated in 2027 Performance already calculated in 2025 No performance conditions Number of beneficiaries at grant date 10 23 356 7 7 10 22 322 Maximum number of options granted 140,934 84,619 303,512 15,077 58,198 88,314 79,686 332,228 The beneficiaries of these stock option plans are either employees of the Company or employees or company o̹cers of its subsidiaries. The Company's only executive o̹cer (dirigeant mandataire social exécutif), Daniel Harari, has held no stock options since 2000. For options linked to the performance of their beneficiaries, the final number of options is then calculated according to the percentage achievement of the objectives set for the reference periods specified in the table above. It also takes account of departures between the grant date and the end of the year.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 37 Lectra - 2025 Annual Financial Report 9.5.3. Outstanding stock options at December 31, 2025 96,989 options granted under the di̸erent outstanding stock option plans at December 31, 2025 were exercised during fiscal year 2025 and 709,021 options ceased to be valid due to partial achievement of objectives, the departure of their beneficiaries or the fact that they had not been exercised and/or were canceled following the refusal of the 2025 plan subject to the waiver condition. Number of options Options outstanding at December 31, 2024 1,463,680 Options granted in 2025 529,065 Total number of options subject to the waiver condition under the 2022, 2023 and 2024 plans 573,503 Options exercised during the year (96,989) Stock options expired / canceled during the year (688,373) Options outstanding at December 31, 2025 1,780,886 Lectra also has a long-standing policy of selective employee participation in its capital through the granting of stock options as decided by the Board of Directors following the recommendations of the Compensation Committee. At December 31, 2025, 520 people (active and former employees) benefitted from stock options. At December 31, 2025, the maximum number of shares liable to comprise the share capital, including all new shares that may be issued following the exercise of outstanding stock options and eligible for the subscription of new shares, is 39,844,149, consisting of: ■ share capital: 38,063,263 shares; ■ stock options: 1,780,886 shares. Each option entitles the holder to purchase one new share with a par value of €1.00 at the exercise price set by the Board of Directors on the grant date. If all of the outstanding stock options at December 31, 2025 were exercised – regardless of whether the beneficiary’s rights to exercise options have vested or not – and regardless of their exercise price relative to their market price at December 31, 2025, the share capital would increase by €1,780,886, with a total issue premium of €40,563,486. The potential dilution would thus be 4.5%. Note 17.5 to the consolidated financial statements contains full details of the vesting conditions, exercise prices, and exercise dates and conditions of all outstanding stock options at December 31, 2025. The Board of Directors’ special report, as mandated under Article L. 225-184 of the French Commercial Code (Code de commerce), will be made available prior to the Shareholders’ Meeting of April 29, 2026, on the Company website (https://www.lectra.com/en/investors/ shareholder-information/shareholders-meetings). 9.5.4. Summary of stock option plans The following is the historical table of stock options granted: Plans 2025 2024 2023 2022 2021 2020 2019 2018 2017 Date of the Shareholders' meeting(1) 4/29/22 4/29/22 4/29/22 4/29/22 4/27/18 4/27/18 4/27/18 4/27/18 4/30/14 Date of the Board of Director's meeting 6/5/25 6/7/24 6/8/23 6/8/22 6/8/21 6/9/20 6/12/19 6/12/18 6/8/17 8/29/24 Total number of shares available for subscription 529,065 311,270 261,865 184,990 208,441 837,236 364,662 370,591 399,794 Total number of shares subject to the waiver condition for 2022 - 2023 - 2024 plans(2) 573,503 Daniel Harari,Chairman and Chief Executive Officer 0 0 0 0 0 0 0 0 0 Starting date for the exercise of options 6/6/28 6/8/28 6/8/27 6/9/26 6/9/25 6/10/24 6/13/23 6/13/22 6/9/21 Expiry date 6/5/33 6/7/32 6/7/31 6/8/30 6/8/29 6/9/28 6/12/27 6/12/26 6/9/25 Subscription price (in euros) 24.75 32.50 28.25 38.50 33.50 18.0 22.50 22.25 28.25 Methods of exercise (when the plan comprises several tranches) N/A N/A N/A N/A N/A N/A N/A N/A N/A Number of shares subscribed on December 31, 2025 0 0 0 0 0 178,531 6,115 14,222 11,645 Cumulative number of subscription options cancelled or lapsed 77,888 303,840 236,757 160,816 47,211 123,217 357,301 354,839 388,149 Subscription options remaining in force at the end of the fiscal year 1,024,680 7,430 25,108 24,174 161,230 535,488 1,246 1,530 0 (1) Date of the Shareholders’ Meeting that authorized the creation of the stock option plan, used by the Board of Directors when granting stock options each year. (2) grant of options subject to the waiver condition under the 2022, 2023 and 2024 plans (see section 9.5.2)
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 38 Lectra - 2025 Annual Financial Report 9.6 Absence of bonus shares The Company has never submitted a plan to grant bonus shares for approval to the Shareholders’ Meeting. Consequently, the Board of Directors has not prepared a special report on the granting of bonus shares as provided under Article L. 225-197-4 of the French Commercial Code (Code de commerce). 9.7 Stock exchange Indices The Company is included in the CAC All Shares, CAC Technology, EN Tech Croissance, Euronext Tech Leaders and ENT PEA-PME 150 indices. Its shares are eligible for Euronext’s standard Deferred Settlement Service (SRD), allowing French investors to defer settlement or delivery of securities. The Company is eligible for inclusion in French SME ("PEA-PME") equity savings plans. 9.8 Share price performance and trading volumes The market capitalization came to €0.97 billion at December 31, 2025 (€0.99 billion at December 31, 2024). According to Bloomberg, 20.8 million shares were traded on all platforms in 2025 (15.1 million in 2024), including 33% on Euronext. The Company’s share price at December 31, 2025 was €25.50, down 2% compared to December 31, 2024 (€26.00). It reached a low of €21.45 on November 18 and a high of €30.55 on February 14. In 2025, the CAC Mid 60 and Euronext Tech Leaders indices, to which Lectra belongs, changed by +8% and +13%, respectively. 9.9 Transactions in shares by senior executives and assimilated persons In accordance with Article 223-26 of the General Regulation of the AMF, the following is the summary statement of transactions in Lectra shares carried out by company o̹cers, senior executives (not company o̹cers), and closely-related persons, during the 2025 fiscal year, as reported to the AMF and to the Company (when the total amount of transactions carried out by the person in question exceeds the threshold of €20,000): Directors and similar persons(1) Date Nature of transaction Number of share Price (in euros) Value (in euros) Members of the Executive Committee Maximilien Abadie 1/2/25 Acquisition of stock-options 5,374 0 Na Olivier du Chesnay 1/2/25 Acquisition of stock-options 8,359 0 Na Maximilien Abadie 2/21/25 Exercise of stock options Sale of shares 1,000 €18.00 €29.00 €18,000 €29,000 Company Officers Jérôme Viala (2) 1/2/25 Acquisition of stock-options 17,911 0 Na Hélène Viot-Poirier 3/14/25 Acquisition of shares 450 € 26.00 €11,700 Karine Calvet 5/13/25 Acquisition of shares 250 €24.948 €6,237 (1) The individuals required to declare their transactions in the Company’s securities are the corporate o̹cers, namely the Chairman and Chief Executive Officer and the Directors, as well as the Deputy Chief Executive Officer (since July 2024), the Chief Financial Officer and the General Secretary (since December 9, 2024), the latter three being members of the Executive Committee. (2) Jérôme Viala, a member of the Executive Committee through March 31, 2024, retired before being elected a Director by the Shareholders'Meeting of April 26, 2024. 9.10 Compliance with the Transparency Directive and the General Regulation ("MAR") – regulated disclosure The Company complies with the financial disclosure obligations of companies listed on Euronext Paris, which took e̸ect on January 20, 2007. These obligations are spelled out in Title 2, Book II of the General Regulation of the AMF concerning periodic and continuous disclosure as supplemented by (i) AMF position-recommendation 2016-05 “Guide to periodic disclosures by listed companies,” and (ii) position-recommendation 2016-08 “Guide to ongoing disclosure and management of inside information,” both of which became applicable on October 26, 2016. Lectra distributes regulated information electronically through a professional distributor that meets the criteria set by the General Regulation of the French Financial Markets Authority (AMF), and puts regulated information online on its website as soon as it is released, in compliance with the financial information obligations for companies listed on Euronext Paris, which came into force on January 20, 2007. 10. Share buyback program 10.1 Current share buyback program The Ordinary Shareholders’ Meeting of April 25, 2025, in its eleventh resolution, granted authority to the Company to trade in its own shares for a period of eighteen (18) months from the date of the said Meeting to maintain a liquid market in the Company’s shares, via an authorized investment services provider acting within the framework of a Liquidity Agreement in compliance with regulations and market practice allowed by the AMF. Relevant transaction Period of the authorization Maximum purchase price per share Gross maximum amount Maximum number of shares Share buyback program 18 months € 60 10 million euros 2% of the share capital
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 39 Lectra - 2025 Annual Financial Report Such shares may be acquired, sold or transferred in accordance with the conditions set forth by the AMF, by any means, inter alia on the market or over-the-counter, including through the acquisition or sale of blocks of shares, or through the use of derivative financial instruments, at such times as the Board of Directors, or the person acting on behalf of the Board of Directors, shall deem appropriate. However, from the time of filing of an outside public tender o̸er for Company shares, and until expiration of the o̸er period, the Board of Directors is barred from implementing its share buyback program; nor may the Company continue its execution without prior authorization by the Shareholders’ Meeting. The purchase price of the shares shall not exceed €60 per share. The gross maximum amount to be used in the share buyback program shall be €10 million. Both these amounts are exclusive of transaction- related costs. This authorization may be used for a number of shares representing up to 2% of the share capital of the Company on the day of the Shareholders’ Meeting held on April 25, 2025; this will be adjusted, if required, to take account of subsequent operations a̸ecting the share capital, it being specified that the number of shares counted for the purpose of the above-mentioned 2% threshold shall correspond to the number of these shares purchased, less the number of shares sold under the liquidity agreement during the period of the authorization. At no time whatsoever shall the Company’s purchases lead to the Company holding over 10% of the shares comprising the share capital. 10.2 Transactions by the Company on its own shares in fiscal year 2025 10.2.1. Liquidity agreement Since 2012, the liquidity of transactions and the regularity of quotations of Lectra shares have been ensured through a Liquidity Agreement. Since September 2022, this Liquidity Agreement, signed in accordance with regulations and market practices recognized by the AMF, has been awarded to Natixis ODDO BHF. Under this Liquidity Agreement, in fiscal year 2025, the Company purchased 371,211 shares at an average price of €24.56 and sold 368,318 shares at an average price of €24.72. Consequently, at December 31, 2025, the Company held 38,361 Lectra shares (or 0.10% of the share capital), at a par value of €1.00, with an average purchase price of €23.06, entirely under the Liquidity Agreement, together with €885 thousand in cash and cash equivalents. 10.2.2. Share buybacks outside of the Liquidity Agreement The Company only buys back its shares under the liquidity agreement. 10.2.3. Share cancelations The Company did not cancel any shares between January 1, 2025, and the date of this Report. 10.3 Description of the share repurchase program submitted to the Shareholders’ Meeting for approval In accordance with the provisions of Articles L. 22-10-62 et seq. of the French Commercial Code (Code de commerce), Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014, as well as any other legislative and regulatory provisions that may become applicable, the Shareholders' Meeting of April 29, 2026 will be asked to grant the Board of Directors a new, broader authorization, the main features of which are set out below. The new authorization would be granted for a period of 18 months expiring on October 28, 2027 and would replace the previous authorization on the date of the Shareholders' Meeting. The key features of the new share buyback authorization are as follows: ■ the maximum number of shares that may be acquired would represent 10% of the share capital; ■ the maximum purchase price would be €40 per share and the maximum amount of funds that could be committed to the share buyback program would be €50,000,000; ■ share buybacks could have several purposes, namely: - market making for Lectra's shares, as part of a liquidity agreement entered into with an investment services provider, in accordance with the market practice accepted by the French Financial Markets Authority - the delivery of shares in respect of the exercise of stock options by employees of the Company and employees and/or company o̹cers of companies or groups related to it under the conditions set out in Article L. 225-180 of the French Commercial Code, - the implementation of any plan to allocate shares to employees of the Company and to employees and/or company o̹cers of companies or groups related to it under the conditions set out in Article L. 225-180 of the French Commercial Code, - the sale of shares to employees (directly or through employee savings funds) under employee shareholding plans or company savings plans, - delivery of shares during the exercise of rights attached to securities providing access to share capital by redemption, conversion, exchange, presentation of a warrant or via any other means, - the holding and subsequent delivery of shares as payment or exchange in respect of acquisitions, and - the cancellation of shares up to the maximum legal limit, within the scope of the authorization in force at the time to reduce the share capital, as granted by the Shareholders' Meeting; ■ the acquisition, disposal, exchange or transfer of these shares may be carried out under the conditions provided for by the regulations, on one or more occasions, by any means, in particular on any market or over the counter, including by acquisition or sale of blocks of shares and by the use of derivative financial instruments; ■ these transactions may be carried out at the periods deemed appropriate by the person acting on delegation of the Board of Directors, it being understood that in the event of the filing by a third party of a public o̸er for the Company's shares and until the end of such o̸er period, the Board of Directors may not implement this authorization nor may the Company continue with a share buyback program, unless previously authorized by the Shareholders' Meeting.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 40 Lectra - 2025 Annual Financial Report 11. Significant post-closing events No significant event is to be reported. 12. Financial calendar 2026 2026 Q1 financial results April 28, 2026 2026 Annual Ordinary Shareholders' Meeting April 29, 2026 2026 half-year financial results July 30, 2026 2026 Q3 financial results October 28, 2026 2026 annual financial results February 10, 2027 13. A long-term vision 13.1 Markets undergoing profound changes Global markets are undergoing accelerated restructuring. Traditional benchmarks are fading, while a climate of permanent uncertainty is setting in. Geopolitical tensions, the volatility of tari̸s and the fragility of macroeconomic balances are disrupting trade and industrial policies. Fluctuations in raw material and component costs, combined with unpredictable business policies, are making planning more complex than ever for the companies that Lectra accompanies. In this context, uncertainty is becoming the norm. Companies are having to constantly adapt, demonstrate agility and rethink their models to maintain their competitiveness. At the same time, AI is emerging as a powerful transformative force across all industries. It is revolutionizing processes, lowering technological barriers, and creating major gaps in terms of competitiveness. Its large-scale adoption is redefining business models, accelerating decision-making, and ushering in a new era of e̹ciency and innovation. These changes are creating challenges specific to each of Lectra's market sectors. In fashion, companies must adapt to unpredictable demand, constantly-changing consumer habits, and ultra-fast product go-to-market models that redefine traditional development and production cycles. Requirements in terms of traceability, eco- design and environmental responsibility are becoming increasingly stringent, forcing an overhaul of supply chains and industrial models. The automotive industry is also undergoing a profound transformation: the rise of electric vehicles is disturbing established brands, while the Chinese ecosystem is challenging the dominance of historical players. At the same time, the complexity of models is increasing, leading to major industrial and logistical challenges. Finally, in furniture, the digitalization of processes that are still largely dependent on human intervention is accelerating, integrating the growing diversity of products, materials and sales channels, against a backdrop of economic uncertainties linked in particular to the real estate market. In this constantly changing environment, Lectra stands out for its ability to transform challenges into true growth levers. Thanks to its business expertise and innovative solutions, the Group helps its customers to anticipate technological, industrial and regulatory changes, secure their operations and strengthen their performance. 13.2 Lectra 4.0: a strategy that has proven its resilience Launched in 2017, the Lectra 4.0 strategy aims to position the Group as a key Industry 4.0 player by 2030 in its three strategic markets: fashion, automotive and furniture. It is based on five pillars: premium positioning, concentration on these three markets, integration of customers at the heart of the business, gradual launch of AI-based 4.0 services(2), and commitment to sustainability. Its implementation was based on three roadmaps: ■ 2017-2019: integration of key technologies (cloud computing, IoT(3), big data, AI), commercial reorganization and first SaaS o̸ers; ■ 2020-2022: change of dimension with the acquisition of Gerber, strengthening of the portfolio of o̸ers, expansion of the customer base and financial consolidation; ■ 2023-2025: significant increase in SaaS activity, growth in recurring revenues and new structuring acquisitions. This strategy has enabled Lectra to: ■ consolidate its business model by confirming the robustness of its fundamentals and its ability to generate long-term profitability; ■ assert its positioning in its markets, driven by continuous investments in R&D and strategic acquisitions; ■ enhance its o̸er with a significantly expanded portfolio of solutions, resolutely focused on innovation; ■ accompany global leaders in fashion, automotive and furniture in the transformation of their market, by providing them with the solutions, services and expertise necessary to implement their major structural changes; ■ be recognized for sustainability, supported by external assessments and certifications that strengthen its credibility and improve its attractiveness. (2) Artificial intelligence (3) Internet of Things
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 41 Lectra - 2025 Annual Financial Report 13.3 An unrivaled o̸er, combining industrial know-how and SaaS to drive performance Backed by a policy of sustained investment in R&D for several decades and a pioneering vision of Industry 4.0, today Lectra o̸ers an unparalleled o̸er, based on the close alliance between its industrial know-how and its intelligent SaaS solutions. Lectra's o̸er is based on two major pillars: ■ A Manufacture o̸er for fashion, automotive and furniture, combining SaaS solutions, cutting equipment recognized as the best on the market, services and data exploitation enriched by AI. It goes beyond simple execution to integrate the preparation, planning and allocation of production orders, making it possible to digitize and automate the stages of the industrial processes, and to trace the flows; ■ An extensive Fashion o̸er, complementing the Manufacture o̸er, comprising CAD software and SaaS solutions that facilitate collaboration, intelligent collection management and decision- making through innovative cloud solutions. It also ensures product traceability and helps brands strengthen their positioning. These two pillars are based on major innovations developed over the last 10 years, both through organic growth and targeted acquisitions. They also rely on high-value services, such as remote predictive maintenance of equipment – enabled since 2007 thanks to IoT and AI technologies – and personalized support for customers to enable them to get the most out of their Lectra solutions. Every day, the Customer Success teams – more than 800 people across the Group – support customers to ensure the availability of their solutions and optimize their performance. 13.4 A unique and revolutionary o̸er for manufacturing With the Manufacture o̸er, based on the principles of Industry 4.0, Lectra is redefining production standards for its three market sectors. A real revolution, it relies on connectivity, cloud computing, data and AI to optimize productivity, quality, timelines and material usage. At the heart of this revolution lies Valia, a major innovation and the result of 10 years of R&D. It goes beyond simple execution to orchestrate the preparation, planning and allocation of cutting orders. Connected to customers' IT systems (ERP, PLM, MES(4)[3], etc.) and compatible with all equipment on the market, it provides unique interoperability, real-time visibility and simplification of operations in a single, end-to- end data flow. Valia highlights potential gains with the latest generations of equipment and accelerates the renewal of the installed base. By capitalizing on existing IT infrastructure and production tools, Valia leverages existing customer investments and opens up new growth opportunities, thereby creating a powerful virtuous circle. Thanks to AI and real-time data analysis, manufacturers can anticipate needs, reduce waste, improve traceability and increase their agility. Valia illustrates Lectra's ability to combine its industrial expertise with AI-based SaaS solutions to provide its customers with an o̸er that combines operational performance and digital intelligence. Empower, an innovative maintenance contract, complements Valia, demonstrating the transition from a resource-driven commitment model to a results-driven commitment model, the ultimate goal of Industry 4.0, generating additional recurring revenues and securing the Group's performance over the long term. With Empower, Lectra is committed to achieving measurable results for its customers, guaranteeing them the availability and continuous performance of their equipment, at scale. 13.5 An extensive o̸er, dedicated to fashion In an industry where speed and agility are key, Lectra meets the challenge of siloed organizations by connecting all the people, processes and data in the value chain. The Group supports its customers throughout the key stages of product creation, production and marketing, and promotes collaboration and traceability. Thanks to targeted acquisitions and internal developments, today Lectra has a unique SaaS portfolio, composed of innovative solutions such as Launchmetrics, Valia Fashion, Kubix Link, TextileGenesis, Retviews and Neteven. These solutions complement its historical CAD o̸ers (Modaris, Gerber AccuMark) as well as the Vector and Virga cutting equipment. Together, these cover the essential processes: collection management, operation orchestration, product go-to- market, brand image management, competitive positioning, workflow optimization and material traceability. Each SaaS solution is an entry point for Lectra's fashion customers: this approach allows an ongoing relationship to be maintained and brings more value to customers over time through a combination of o̸ers – facilitated by the cross-sell and upsell strategy(5), thus underpinning the increase in recurring revenues per customer. (4) ERP: Enterprise Resource Planning; PLM: Product Lifecycle Management; MES: Manufacturing Execution System (5) Cross-selling and upselling
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 42 Lectra - 2025 Annual Financial Report 14. 2026-2028 strategic roadmap: LECTRA 4.0 at scale The Group is looking ahead to the 2026-2028 period with confidence, thanks to the robustness of its business model and its rigorous governance, guaranteeing transparency and e̹ciency. This is based on solid financial achievements: revenues that is mostly recurring, steady cash generation at a high level, a solid balance sheet, and rigorous performance monitoring to ensure the sustained and targeted level of investment required to remain fully competitive. Industry 4.0 is no longer a vision; it has become a reality. The Group has set itself three priorities: to position Valia at the forefront of the Manufacture o̸er; to accelerate the development of the SaaS model, in a logic of profitable and controlled growth; and to strengthen operational excellence by optimizing processes, information systems and human resources, to o̸er customers a fluid, e̹cient and value-creating experience. 14.1 Positioning Valia at the forefront of the Manufacture o̸er For the period 2026-2028, Lectra is strongly asserting its ambition: to make its SaaS solution Valia the driving force behind the commercial momentum of the Manufacture o̸er. Of the current installed base of more than 9,000 connected cutting equipment from the Lectra and Gerber brands – supplemented by 5,000 older pieces of equipment – Valia will be able to immediately optimize the performance of cutting rooms while supporting their gradual modernization. Valia, already adopted by nearly 70 customers, is building on major innovations such as the Digital Cutting Platform and the Flex and Quick o̸ers, which set the stage for this breakthrough, with over 700 customers having already adopted these solutions. The latter, as well as the 5,000 on-contract using Lectra's software solutions are natural candidates to migrate to Valia and connect their equipment, thus facilitating the widespread adoption of this next-generation solution. At the same time, Lectra aims to make Empower an industry standard over the 2026-2028 period. Its extensive deployment will consolidate its leadership position while strengthening customer satisfaction and loyalty over the long term. This strategy for its o̸ers leverages Lectra's unique combination of industrial know-how and its SaaS solutions, creating a virtuous circle where each component strengthens the other: connected equipment provide data to SaaS solutions, which, in turn, optimize operational performance and deliver value to customers. It is fully in line with the digital transformation dynamic of Lectra's three strategic markets and positions the Group as a key player in Industry 4.0 for the years to come. 14.2 Accelerating the development of the SaaS model Following several years of sustained investments, the adoption of the Group's SaaS solutions is growing, reflected in the growth of ARR. The stake now is to amplify their reach to fully capture their growth potential. The SaaS model addresses the increasing complexity of markets, leveraging digital advances to boost operational e̹ciency. It provides customers with greater flexibility, automation and real-time visibility, while providing the Group with a more predictable, robust and usage-based business model. To support this acceleration and roll-out phase, Lectra is strengthening its Go-to-Market model, based on close collaboration between sales, marketing and customer success teams, to maximize e̹ciency, growth and customer retention. In addition, the combination of data from Lectra's various SaaS solutions constitutes a unique value creation lever for its customers. This ability to structure and exploit data constitutes a sustainable competitive advantage for the Group. Lastly, Lectra benefits from its unique business expertise and data footprint in its three strategic markets. This combination creates a barrier to entry that is di̹cult to replicate and positions the Group as an essential strategic partner to accompany its customers. In fashion, Lectra is not limited to providing SaaS solutions: the Group uses an approach aimed at creating an integrated and connected ecosystem where brands and subcontractors collaborate around reliable data. 14.3 Taking the next step in operational excellence to accelerate growth Today, Lectra boasts an established level of operational excellence, the result of steady investments in quality, competitiveness and agility. This foundation is a major asset for the roll-out of the 2026- 2028 strategic roadmap, which aims to transform these gains into strategic levers to accelerate performance, support the growing adoption of its solutions and strengthen the agility essential for sustainable growth. This transformation takes place in a context marked by the rise of the SaaS model and the need to adapt to an uncertain environment. Lectra intends to optimize its operations, accelerate technological innovation and deepen synergies between its industrial and digital activities by combining the performance of its equipment with the flexibility of its digital services. To achieve this, harmonizing processes will be an essential step. It will aim to apply common standards throughout the Group in order to guarantee consistency, e̹ciency and synergies. Processes related to the SaaS activity will be redesigned, inspired by best practices, in particular those implemented by Launchmetrics. Information systems will be at the heart of this transformation, with investments of around €10 million per year. Their harmonization at Group level will make it possible to modernize tools, automate low value-added tasks thanks to the increased use of AI and guarantee maximum agility in the management of operations. At the same time, R&D investments will be maintained at a high level and will represent around 12% of annual revenues, with the aim of delivering more value to customers, thanks to the increased integration of AI and big data in solutions as well as in the design processes of its o̸ers. This sustained e̸ort will also make it possible to continue the regular renewal of generations of equipment, by systematically integrating technological advances — particularly in terms of e̹ciency, connectivity and eco-design. To support these changes and maximize their impact, AI will play a key role at Group level: it will automate repetitive tasks, streamline processes and free up time for high value-added missions. Finally, Lectra will continue to phase out non-strategic activities, mainly related to non-connected equipment and technologies that are not compatible with Industry 4.0, which represent approximately 4% of revenues. This decision will above all simplify the portfolio of o̸ers and focus resources on strategic and connected solutions with high added value.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 43 Lectra - 2025 Annual Financial Report Operational excellence is a catalyst for maximizing business development opportunities, strengthening customer loyalty and increasing the penetration of o̸ers in all strategic markets. These optimizations are a direct lever to finance strategic investments and increase EBITDA before non-recurring items, while placing customer satisfaction at the heart of performance. Between 2026 and 2028, Lectra will fully deploy its digital and connected model, exploiting the innovations and synergies developed over the last 10 years with the aim of bringing even more value to its customers. 15. Outlook Faced with a di̹cult macroeconomic environment, Lectra is prioritizing its strength and profitability in order to secure long-term value creation. As part of the 2026-2028 strategic roadmap, the Group has set itself the objective of growth in EBITDA before non-recurring items, based on an increase in recurring contracts and strict cost control: ■ Lectra forecasts average like-for-like annual growth in SaaS ARR of around 15%, contributing to growth in revenues from recurring contracts of between +5% and +8% per year; ■ Lectra continues to apply optimized cost control, combined with the pursuit of targeted investments. The security ratio should then increase by 2 to 3 points per year, from 94% in 2025 to more than 100% in 2028. The Group is therefore targeting an increase in the EBITDA margin before non-recurring items of 120 to 180 basis points per year like- for-like, assuming that equipment orders and revenues from consumables and parts remain stable, before inflation e̸ects. Any rebound in equipment sales – the timing and magnitude of which remain uncertain – will represent additional revenues and EBITDA growth potential. In addition, the Group intends to pursue its strategy of targeted acquisitions to strengthen its skills, increase the value of its solutions portfolio and consolidate its position on its markets. Finally, Lectra aims to continue its policy of attractive compensation of shareholders through the payment of dividends which should, over the period of the roadmap, represent a payout ratio of around 50% of net income. The Board of Directors February 26, 2026
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 44 Lectra - 2025 Annual Financial Report 16. Financial results for the last five fiscal years 16.1 Lectra SA (Article R. 225-102 of the French Commercial Code [Code de commerce]) At Decembre 31 (in thousands of euros, except for par value per share expressed in euros) 2025 2024 2023 2022 2021 Capital at year end Share Capital 38,063 37,966 37,833 37,789 37,743 Number of outstanding ordinary shares 38,063,263 37,966,274 37,832,965 37,788,949 37,742,959 Par value per share 1.00 1.00 1.00 1.00 1.00 Number of preference shares 0.00 0.00 0.00 0.00 0.00 Number of shares that may be issued upon exercise of share subscription options 1,780,886 1,463,680 1,377,567 1,198,830 1,102,470 Overall result of current operations Revenues excluding tax 232,276 234,212 223,406 231,590 192,805 Profit before tax, depreciation and provisions 25,802 34,852 34,975 44,315 24,093 Income taxes (1) (771) 847 1,880 2,865 (5,411) Profit after tax, depreciation and provisions 19,727 24,399 22,026 35,336 21,750 Dividende paid (2) 13,309 15,199 13,609 18,126 13,588 Result from operations per share Profit after tax, before depreciation and provisions 0.70 0.90 0.87 1.10 0.78 Profit after tax, depreciation and provisions 0.52 0.64 0.58 0.94 0.58 Dividend per share 0.35 0.40 0.36 0.48 0.36 Staff Headcount 898 889 881 885 883 Payroll 54,755 53,622 52,009 49,385 56,268 - including employee profit-sharing bonus 314 599 271 0 5,064 Social security contributions 25,368 23,996 23,040 22,160 23,521 (1) Amounts in parentheses indicate a tax credit. (2) Subject to approval by the Shareholders’ Meeting of 29 April 2026 in respect of the 2025 financial year. The amount actually paid as a dividend will depend on the number of shares forming the share capital at the date of the Shareholders' Meeting approving the dividend, and on the number of treasury shares held by the Company at the dividend payment date.
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 45 Lectra - 2025 Annual Financial Report 17. Additional information – Consolidated financial statements 17.1 Orders for new systems – like-for-like 17.1.1. Perpetual software licenses, equipment and accompanying software, and non-recurring services By product line Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual % At 2024 exchange rate Actual (1) % Proforma (2) Actual rates Like-for-like Perpetual software licenses 7,875 7% 8,052 11,386 8% 11,386 -31% -29% Equipment 89,427 75% 91,822 113,031 77% 113,031 -21% -19% Training and consulting services 18,839 16% 19,085 19,528 13% 19,637 -4% -3% Miscellaneous 2,878 2% 2,936 3,174 2% 3,174 -9% -8% Total 119,018 100% 121,896 147,120 100% 147,228 -19% -17% € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024 By region Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual % At 2024 exchange rate Actual (1) % Proforma (2) Actual rates Like-for-like Europe 32,688 27% 32,698 34,669 24% 34,777 -6% -6% Americas 29,338 25% 30,985 35,976 24% 35,977 -18% -14% Asia-Pacific 45,157 38% 46,303 62,793 43% 62,793 -28% -26% Other countries 11,835 10% 11,909 13,681 9% 13,681 -13% -13% Total 119,018 100% 121,896 147,120 100% 147,228 -19% -17% € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024 By market Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual % At 2024 exchange rate Actual (1) % Proforma (2) Actual rates Like-for-like Fashion 64,920 55% 66,414 76,853 52% 76,962 -16% -14% Automotive 32,994 28% 33,546 47,477 32% 47,476 -31% -29% Furniture 7,353 6% 7,614 10,906 7% 10,905 -33% -30% Other 13,751 12% 14,322 11,885 8% 11,885 16% 21% Total 119,018 100% 121,896 147,120 100% 147,228 -19% -17% € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 46 Lectra - 2025 Annual Financial Report 17.2 Breakdown of revenues – like-for-like Revenues by region Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual % At 2024 exchange rate Actual (1) % Proforma (2) Actual rates Like-for-like Europe, of which: 182,434 36% 183,034 178,371 34% 179,434 3% 2% - France 35,959 7% 36,110 33,742 6% 34,297 7% 5% Americas 164,104 32% 171,061 175,894 33% 177,017 -7% -3% Asia-Pacific 119,410 24% 123,894 130,596 25% 130,704 -9% -5% Other countries 40,785 8% 40,979 41,813 8% 42,043 -3% -3% Total 506,734 100% 518,969 526,674 100% 529,198 -4% -2% € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024 Revenues by activity Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual % At 2024 exchange rate Actual (1) % Proforma (2) Actual rates Like-for-like Non recurring revenues, of which: 126,645 25% 129,767 146,583 28% 146,774 -14% -12% - Perpetual software licenses 7,910 2% 8,065 12,149 2% 12,149 -35% -34% - Equipment 97,712 19% 100,397 112,393 21% 112,393 -13% -11% - Training and consulting services 18,145 4% 18,372 18,866 4% 19,057 -4% -4% - Miscellaneous 2,878 1% 2,933 3,174 1% 3,174 -9% -8% Recurring revenues, of which: 380,088 75% 389,202 380,091 72% 382,424 0% 2% - Recurring contracts 242,340 48% 247,367 233,050 44% 235,383 4% 5% - SaaS subscriptions 89,295 18% 90,596 77,391 15% 79,724 15% 14% - Software maintenance contracts 51,066 10% 51,819 53,075 10% 53,075 -4% -2% - Equipment maintenance contracts 101,980 20% 104,952 102,584 19% 102,584 -1% 2% - Consumables and parts 137,748 27% 141,835 147,041 28% 147,041 -6% -4% Total 506,734 100% 518,969 526,674 100% 529,198 -4% -2% € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024
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01 - MANAGEMENT DISCUSSION AND ANALYSIS 47 Lectra - 2025 Annual Financial Report Consolidated income statement – like-for-like Twelve Months Ended December 31 2025 2024 Changes 2025/2024 (in thousands of euros) Actual At 2024 exchange rate Actual (1) Proforma (2) Actual exchange rate Like-for-like Revenues 506,734 518,969 526,674 529,198 -4% -2% Cost of goods sold (137,472) (140,060) (149,801) (149,929) -8% -7% Gross profit 369,262 378,909 376,873 379,269 -2% 0% (in % of revenues) 72.9% 73.0% 71.6% 71.7% +1.3 points +1.3 points Research and development (65,118) (65,839) (61,955) (62,328) 5% 6% Selling, general and administrative expenses (265,973) (271,121) (265,663) (268,116) 0% 1% Current income from operations 38,170 41,949 49,254 48,824 -23% -14% (in % of revenues) 7.50% 8.10% 9.40% 9.20% -1.8 points -1.1 points Non-recurring expenses (2,795) (2,928) (457) (457) na na Income from operations 35,376 39,021 48,796 48,367 -28% -19% (in % of revenues) 7.00% 7.50% 9.30% 9.10% -2.3 points -1.6 points Income before tax 29,063 32,631 40,599 40,281 -28% -19% Income tax (3,108) na (10,890) (10,716) -71% na Share of result from associates (353) na (76) (76) na na Net income 25,602 na 29,632 29,489 -14% na of which, Group share 25,964 na 31,164 31,093 -17% na of which, Non-controlling interests (362) na (1,532) (1,604) -76% na Income from operations before non-recurring items 38,170 41,949 49,254 48,824 -23% -14% + Net depreciation and amortization of non-current assets 41,553 42,420 41,859 42,551 -1% 0% EBITDA before non-recurring items 79,724 84,369 91,113 91,375 -13% -8% (in % of revenues) 15.7% 16.3% 17.3% 17.3% -1.6 points -1.0 point € / $ average parity 1.13 1.08 1.08 1.08 (1) Actual 2024 includes Launchmetrics as of January 23rd 2024 (2) Proforma 2024 includes Launchmetrics as of January 1st 2024
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48 Lectra - 2025 Annual Financial Report Contents Lectra's sustainable performance in a nutshell 49 1. About this Sustainability Report - ESRS 2 56 1.1 General presentation of the Group 56 1.2 Methodology and scope of reporting 56 1.3 Strategy 58 1.4 Lectra's sustainability commitments 59 1.5 Stakeholder engagement 61 1.6 Sustainability governance and management 62 1.7 Double materiality assessment 64 1.8 Assessment of the Group’s non-financial performance 68 2. Environment 70 2.1 Material environmental impacts, risks and opportunities 70 2.2 Environmental policy 71 2.3 Contribution to climate change – ESRS E1 71 2.3.1 Climate transition plan (climate mitigation policy) 71 2.3.2 Resilience analysis and climate change adaptation policy 75 2.3.3 Energy consumption (E1-5) 81 2.3.4 Focus on the GHG assessment (E1-6) 83 2.3.5 GHG removals and GHG mitigation projects financed through carbon credits (E1-7) 86 2.3.6 Internal carbon pricing (E1-8) 86 2.3.7 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities (E1-9) 86 2.4 Eco-design policy 87 2.4.1 Vision and strategic objectives 87 2.4.2 Implementation and resources allocated 87 2.4.3 Eco-design actions 87 2.5 Contribution to improving the environmental impact of users of Lectra solutions – ESRS E5 (Resource use and circular economy) 89 2.5.1 Traceability: a driving force for transparency in the textile and leather industry 90 2.5.2 Optimizing textile and leather consumption with Lectra solutions 91 2.6 Issues specific to Lectra 93 2.6.1 Environmental regulatory changes strengthen Lectra’s market presence 93 2.6.2 Declining demand for Lectra offerings due to changing consumer patterns 93 2.7 Environmental Taxonomy 94 2.7.1 Proportion of eligible turnover 94 2.7.2 Proportion of taxonomy-eligible CapEx and OpEx 95 2.7.3 Summary tables 96 3. Social 98 3.1 Material social impacts, risks and opportunities 98 3.2 Human resources policy – ESRS S1 99 3.2.1 Introduction 99 3.2.2 The fundamentals, non-negotiable for Lectra 99 3.2.3 Four ambitions to support the Group's transformation 101 3.3 Human Resources policy monitoring indicators - ESRS S1 107 3.4 Consumers and end-users - ESRS S4 110 3.4.1 Lectra solutions at the service of user and customer social responsibility 110 3.4.2 Dialogue with customers 111 4. Business conduct 113 4.1 Material impacts, risks and opportunities in terms of business conduct 113 4.2 Governance 114 4.2.1 Governance of business conduct 114 4.2.2 Focus: governance of responsible purchasing 115 4.2.3 Governance of acquisitions 116 4.2.4 Managing the security of IT systems and solutions 117 4.3 Issues specific to Lectra 119 4.3.1 Transformation of sales teams and customer relations 119 4.3.2 Artificial intelligence as a strategic opportunity to create value 119 5. Appendices 121 5.1 Appendix 1: due diligence 121 5.2 Appendix 2: Material impacts, risks and opportunities for the Lectra Group (double materiality assessment) 122 5.3 Appendix 3: Lectra's compliance with the CSRD disclosure requirements 123 5.4 Appendix 4: GRI concordance table 126 5.5 Appendix 5: list of datapoints in cross-cutting and topical standards that derive from other EU legislation 131 5.6 Appendix 6 : description of greenhouse gas emissions assessment categories 137 5.7 Appendix 7: TCFD framework for the identification of climate risks and opportunities 138 6. Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/ 852 139 02 Sustainability Report
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02 - SUSTAINABILITY REPORT 56 Lectra - 2025 Annual Financial Report 1. About this Sustainability Report - ESRS 2 1.1 General presentation of the Group The required information on the general presentation of the Group is provided in the introduction to the Financial Report, "General presentation of the Group". 1.2 Methodology and scope of reporting Basis for preparation This report describes Lectra's approach, actions and progress in the area of sustainability. The method for establishing the sustainability report is based on the CSRD directive, EU 2022/2464, transposed into French law in December 2023 by Order No. 2023-1142 of December 6, 2023 and Decree No. 2023-1394 of December 30, 2023. The Group has focused on applying the normative requirements set by the ESRS, as applicable on the date of preparation of the sustainability statement, based on the information available at that date. For the calculation of its carbon footprint, the Group therefore still used estimates, which may be refined as the quality of available data improves (see section 2.3.4 "Environment"). Finally, to take best practices, and recommendations into account, the Group can, where appropriate, modify certain reporting and disclosure practices and/or the internal control system for sustainability reporting, as part of a continuous improvement process. In addition, this report is aligned with the GRI (Global Reporting Initiative) framework. The table of concordance to the GRI indicators is published in Appendix 4. In addition to the CSRD, Lectra is also subject to other general and specific standards arising from other instruments of EU law. These regulations and the data points to which they relate are detailed in Appendix 5. Reporting period The reporting period runs from January 1 to December 31. Reporting scope The reporting scope covers the totality of the Group's activities, encompassing the entire scope of financial consolidation plus three additional subsidiaries not included(6) because their contribution is considered minor. If the scope is likely to be a̸ected by an event that occurs during the fiscal year, the following rules apply: ■ in the event of the acquisition of an entity included in the scope, or relocation of the o̹ces of an included entity during the fiscal year, the Group integrates the corresponding data on a pro rata basis, or estimates the data, depending on whether or not it is included in the financial scope; ■ in the event of the sale or cessation of activity of an entity included in the scope, the impact of such events is taken into account from the year in which they occur. The data for the entities concerned calculated on a pro rata basis are excluded from the reporting for the current year. The reporting scope also includes the company's upstream and downstream value chain. Data collection The process of collecting, consolidating, processing and analyzing social, societal and environmental information is organized in a number of stages, namely: ■ the first phase of data collection and analysis during the first three quarters of the fiscal year in progress; ■ the second phase of data collection and analysis during the fourth quarter of the fiscal year in progress; ■ consolidation of full-year data for the entire Group; ■ comparison of data and analysis compared to prior years to identify changes in performance. All the data published in this report, which are required for monitoring non-financial performance, have been prepared using the Group's IT tools, including a new tool dedicated to sustainability reporting, set up in 2025. This tool enabled data from contacts at all levels of the Group to be collected and centralized, in accordance with the reporting protocol. Within each team, validators are responsible for supervising data collection and consolidation and for ensuring the reliability of the indicators. The Sustainability Department coordinates the entire reporting process. The reporting protocol is updated annually to incorporate feedback from contributors and changes in regulatory requirements. (6) Lectra Chile SA, Lectra Singapore Pte Ltd and Lectra Philippines Inc.
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02 - SUSTAINABILITY REPORT 57 Lectra - 2025 Annual Financial Report Indicator scopes and calculation rules Unless otherwise specified, all the indicators cover the Group's scope. ➞ Environment Only the voluntary indicators concerning waste are limited to the industrial sites ("the industrial scope") of Bordeaux-Cestas (France), Suzhou (China) and Tolland (United States), as the Group does not currently collect information on those points for the tertiary scope of its activities. Greenhouse gas emissions The Group's greenhouse gas footprint is stated in CO2eq and broken down into three scopes of emissions: ■ Scope 1 emissions include direct emissions related to energy consumption and fugitive gas emissions; ■ Scope 2 emissions include indirect emissions related to electricity consumption; ■ Scope 3 emissions, which include indirect emissions related to the use of products sold, purchases of goods and services, business travel, freight transport, upstream energy consumption, waste production, etc. The Group's greenhouse gas emissions are calculated using the GHG Protocol methodology. In this report, data are published using the market-based and location-based method. Lectra has been committed to publishing a complete GHG assessment since 2022. This report presents: ■ the GHG assessment for 2024, calculated exhaustively on Scopes 1, 2 and 3; ■ the GHG assessment for 2025, calculated using actual data on Scopes 1 and 2 as well as on categories 3.11 and 3.12 of Scope 3 (use and end-of-life of sold products representing 65% of Scope 3), with 2025 data for categories 3.1 to 3.8 and 3.15 of Scope 3 being estimated. The 2025 actual data for categories 3.1 to 3.8 and 3.15 will be collected in 2026, once available, allowing a new exhaustive calculation of the 2025 GHG assessment in the next report. ➞ Social For all these indicators, employees on permanent or fixed-term contracts and on work-study programs are taken into account. Interns, temporary sta̸ and service providers are excluded from the calculations (except for indicators on non-employees). These indicators are reported for the scope of the Group as a whole. All indicators relating to the workforce are stated in number of persons. Accident-related indicators, in particular the frequency rate and severity rate (section 3.2.2. “Health and safety at work”) have been monitored across the entire Group Scope since 2025. Consolidation of indicators Data are consolidated by the Sustainability Department, which is responsible for supervising the process of producing the quantitative information in this document: ■ the raw indicators are consolidated by adding up all the data reported from within the Group; ■ the indicators calculated are derived from several types of data and developed in two stages: 1. Consolidation of the raw data reported, then 2. Calculation of the indicator at Group level. Restatement of historical data To ensure data comparability, data from prior or reference years are presented for all indicators. In the event of a significant change in methodology for greenhouse gas emission indicators (change in emission factors or calculation method), these changes are also applied to historical data, which is then recalculated. This year's changes are listed and detailed in the paragraph "2.3 Contribution to climate change – ESRS E1". Such restatements do not adjust for variations related to the growth or decline of business activities. Methodological limitations The reliability of published data may be negatively a̸ected by methodological limitations: ■ data collection methods may vary across the Group's regions and entities; ■ data may not be equally available in all cases; ■ regulatory frameworks may di̸er. They are expressly stated in each case. Internal control Environmental data are consolidated by the Group's Head of HSE(7) and reviewed by the Sustainability Department. Employee-related data are consolidated by the Human Resources Department and reviewed to a large extent by the Sustainability Department. Data on compensation is controlled by the Compensation and Benefits Manager due to reasons of confidentiality. In the same manner, each team is responsible for consolidation and review of the data relating to its operations. Consistency checks are carried out at all reporting levels by the local contributors, then by validators, and finally by the Sustainability Department. These include comparisons with data from prior years, and variances considered to be significant are analyzed systematically. (7) HSE = Health, Safety and Environment
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02 - SUSTAINABILITY REPORT 58 Lectra - 2025 Annual Financial Report Sustainability and social responsibility have always been at the heart of Lectra's strategy As presented in the management discussion and analysis, sustainability and social responsibility are a central pillar of Lectra's long-term strategy. Ever since the Company was founded in 1973, Lectra has been a socially responsible company. This aspiration is reflected first and foremost in its core business: Lectra has been providing its customers with technologies, products and services to reduce their environmental impact, especially by significantly reducing consumption of materials for over 50 years. Corporate social responsibility was already a major focus for transformation in the previous strategic roadmap. It has enabled many structural and operational changes to be carried out within the company. Lectra has consolidated its positioning by making social responsibility one of the Company's fundamentals in 2023. Sustainability is no longer just a strategic objective, but an intrinsic value which guides all its decisions and daily operations. Lectra is therefore continuing to pursue the plans defined, implemented and initiated in recent years, in its new strategic roadmap for 2026-2028. The company plans to continue participating in the responsible transformation of the markets in which it operates, while aligning its technological development, product portfolio and internal culture with the growing expectations of consumers, employees and the market. Lectra is therefore rea̹rming its fundamental belief that economic performance, respect for the environment and employee well-being are not only compatible, but mutually beneficial and create sustainable value. Lectra's solutions – both software and industrial systems – reduce material consumption, waste, and transportation The Group's solutions for design, development, collaboration and production planning significantly reduce the need for physical prototypes and facilitate remote collaboration. With integrated scanners, state-of-the-art image sensors and long- life consumables, cutters are designed to optimize material consumption and reduce waste. In addition, preventive maintenance, spacing of revisions and remote intervention are all subjects that have been reinforced, every year since 2007, reducing travel and the use of spare parts. Constant attention to the safety of cutting room operators Lectra delivers products that are safe, accessible and easy to use. To guarantee user safety, all equipment features high-performance safety systems. To take just one example, since 2018, all new cutters feature a motion detection system that instantly stops cutting in the event of risky user behavior. The latest generation of cutters also incorporates a numerical control system certified for safety by a third-party organization. Lectra has deliberately chosen to produce in close proximity to its markets Lectra is the only company in the industry to have three manufacturing sites, in China, the United States and France. This is enabling the majority of the equipment to be gradually produced at the local level. Wherever possible, equipment is co-designed with local suppliers. Thus, over 92% of the components are purchased locally for the three industrial sites and customer requirements for consumables and spare parts (for Bordeaux-Cestas they come from European suppliers). The Group is also attentive to transport. To reduce CO2 emissions, deliveries are grouped together, the most carbon- e̹cient routes are selected, and sea freight is privileged. Lectra's cutters, for instance, are designed to be shipped in a single container, which optimizes the ecological footprint of delivery to customers throughout the world. Sustainability is at the heart of the development process for our equipment and software The Group's innovation strategy is fully consistent with its environmental and social commitments. Sustainability is a core consideration from the earliest phases in developing each new generation of equipment, with a Life Cycle Assessment (LCA) to identify and reduce environmental impacts. This approach allows a focus on elements with the greatest impact on greenhouse gas emissions, e.g. optimizing customers' material consumption (textile or leather), improving equipment energy e̹ciency, or reducing the quantity of steel used in manufacturing. In 2025, Lectra launched a working group regarding Responsible Digital technology, with the goal of being certified. Following a training course at the end of 2024, the Group had an accessibility audit performed of its institutional website (lectra.com) in the summer of 2025 and launched training courses for its product and R&D teams on the subject. The goal is to gradually master the topics covered by the sustainable IT approach, starting with accessibility, as identified by the audit. The results are available on the "Accessibility" page of the website. Acquisition strategy Through the acquisition of companies and technologies focused on value chain optimization (Kubix Link, Retviews, Neteven, TextileGenesis, and Launchmetrics), Lectra enables its customers to meet the market's emerging expectations in terms of sustainability and waste reduction. Since the acquisition of its main competitor, Gerber Technology, in 2021, the Group's acquisition strategy has focused on the fashion market and aims to expand its portfolio of technological solutions, while simultaneously integrating tools that facilitate the development and marketing of garments in a more sustainable and eco- responsible way. Back in 2021, Lectra's Innovation Lab established a forum to exchange views on sustainability issues with its stakeholders in the fashion sector. This forum comprises over thirty institutions, brands and start- ups, that collaborate on topics such as eco-design, traceability, and decarbonization of the value chain. It also helps to connect customers with start-ups with a view to testing their solutions and identifying potential acquisitions. Moreover, for the Group's customers, excess inventory often leads to losses, especially when products become obsolete or no longer correspond to market trends. Lectra's innovative technological solutions facilitate a proactive approach to inventory management, enabling customers to align their production with actual demand and thus avoid overproduction, which can lead to considerable textile waste. Having established its position as a responsible technological leader, Lectra attracts customers concerned about environmental issues, which contributes to both the Company's growth and its sustainability objectives. 1.3 Strategy
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02 - SUSTAINABILITY REPORT 59 Lectra - 2025 Annual Financial Report 1.4 Lectra's sustainability commitments In line with its 2026–2028 strategic roadmap and its material impacts, risks and opportunities, Lectra is continuing to position itself as a sustainability enabler. The Group's sustainability commitments are focused on three main pillars: ▪ Transformation ▪ Talent ▪ Trust There are three areas of action and commitment in each pillar, which are all geared towards Lectra's sustainability objectives.
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02 - SUSTAINABILITY REPORT 60 Lectra - 2025 Annual Financial Report Commitment to the UN Global Compact since 2023 and active contribution to the Sustainable Development Goals (SDGs) Lectra, which has been a signatory of the UN Global Compact Network France since April 2023, is committed to reporting annually on its progress in sustainable development and to respecting the Compact's ten principles in the areas of human rights, labor law, the environment and anti-corruption. With over 20,000 members in 164 countries and 70 country networkse UN Global Compact, launched in 2000 by then UN Secretary-General Kofi Annan, has now become the largest international initiative for sustainable development and Corporate Social Responsibility (CSR). Adopted in September 2015 by 193 countries at the United Nations, the 17 SDGs, which constitute an action plan for peace, humanity, the planet and prosperity, require deployment of multi-stakeholder partnerships. The ambition is high: to transform our societies by eradicating poverty and ensuring a just transition to sustainable development by 2030. As a member of the Global Compact, Lectra has decided to commit to this unique endeavor, and is participating directly or indirectly in joint e̸orts to achieve the following nine SDGs: TRANSFORMATION TALENT TRUST Lectra designs ever safer equipment, in compliance with the most demanding standards, in order to provide users with safe production environments and reduce industrial risks. Lectra is committed to providing safe, healthy and protected working conditions for all its employees. Employee well-being is a key factor of its appeal and performance. Lectra promotes mental health, psychological well-being and the prevention of stress and psychosocial risks through its code of ethics, which applies to all the Group’s stakeholders. Lectra promotes sustainable economic development by modernizing and securing production lines to boost industrial performance. Lectra is contributing to developing the essential skills of tomorrow, by training future generations through programs dedicated to the fashion sector and textile innovation. In this way, the company is strengthening the employability and professionalization of young talent. Through its Code of Ethics and Responsible Purchasing Charter, Lectra protects fundamental rights at work throughout its value chain, combats forced labor and child exploitation, guarantees safe and fair working conditions, promotes non-discrimination and a working environment based on respect, integrity and dignity. Lectra is accelerating the transformation of the fashion, automotive and furniture industries, through its advanced technologies, and especially its software solutions incorporating AI and automation The company is therefore contributing to improving the modernization and competitiveness of industrial infrastructures. Lectra works to promote gender parity at all levels, including within managing bodies. The ambitious goals reflect a desire to ensure equal opportunities. Lectra secures and ensures the reliability of its entire value chain, through its responsible purchasing policies, rigorous sourcing of raw materials, strengthened cybersecurity and personal data protection policies. Lectra strengthens its responsible governance through its Code of Ethics, which sets reinforced standards of integrity, transparency, and the prevention of corruption and fraud, thereby fostering exemplary practices across its entire value chain. Lectra is helping to make value chains more transparent, responsible and sustainable, through its TextileGenesis traceability platform, the eco-design of its solutions and the development of products that allow its customers to reduce their ESG impact. The company promotes professional fulfilment through skills development, internal mobility, inclusion, stimulating work environments and the promotion of a work-life balance. This approach boosts attractiveness, employee loyalty and commitment, which helps drive sustainable growth. Lectra is reinforcing its contribution to this SDG by engaging in structured dialogue and active collaboration with all its stakeholders, in order to jointly develop sustainable actions and to advance together towards the sustainable development goals. Lectra is helping to mitigate climate change and speed up the transition to a more sustainable and resilient industry by improving the energy efficiency of its equipment, making thoughtful eco-design choices and reducing the environmental impact of its own operations. T T T Our Sustainable Development Goals (SDGs)
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02 - SUSTAINABILITY REPORT 61 Lectra - 2025 Annual Financial Report The Group has identified a panel of stakeholders that are essential for its business activity: Stakeholders Principal expectations from Lectra Forms of communication Current and potential shareholders - Return on investment - Governance - Identification, management and anticipation of risks and opportunities - Business ethics - Investor meetings and conferences - Regular interviews - Responses to rating agency questionnaires - Presentations to shareholders' meetings Directors - Governance - Sustainability commitments - Information transparency and reliability - Identification, management and anticipation of risks and opportunities - Long-term value creation - Board of Directors - Strategic Committee - Audit Committee - Sustainability Committee - Compensation Committee - Nominations Committee Employees - Need for recognition - Group's attractiveness - Skills development - Corporate culture - Pride of belonging to the Group - Health and safety at work - Wellbeing at work - Company social network - In-house competitions between teams - In-house conferences - Dialogue with social partners - YourVoice satisfaction survey - Meetings with Human Resources - E-learning platform with modules on sustainability, cybersecurity, ethics, etc. - Sustainability presentation during the onboarding of new employees - Employment forums - Internships and work-study contracts - Presentation at specialized conferences - Presentation at numerous schools and universities Customers - On-going listening and dialogue - Business ethics - Innovation and adaptability - Quality of products and services - Compliance with contractual obligations - Regulatory compliance - Environmental protection - Accessibility and safety - Data protection and security - Partnership relationship - Assistance to definition of needs - Thematic webinars - Regular dialogue with Customer Success teams - Customer satisfaction surveys - Think tank on sustainability topics - Newsletters - Responses to supplier rating bodies: EcoVadis, EthiFinance, CDP - Trade show demonstrations and presentations - Publication of white books on Industry 4.0 and sustainable fashion - Visits to the Experience Centers at Bordeaux-Cestas, Atlanta and Shanghai Start-ups (future acquisitions or partnerships) - Long-term partnership - Growth accelerator - Transparency - Meetings with identified start-ups - Workshops for testing start-ups' solutions with selected customers Suppliers and subcontractors - Long-term partnership - Profitability - Business ethics - Compliance with contractual undertakings - Loyalty - Balanced negotiations - Long-term contractual relationships - Responsible Purchasing Charter - Assessments of suppliers by EcoVadis - On-site inspections and audits Government authorities and local communities, including schools and universities - General interest - Compliance - Meetings with local authorities - Meetings with trade associations - Supplying software free of charge for fashion students and future professionals The media - Transparency - Sustainability commitments - Testimonials in specialist trade press - Press releases Global organizations and associations - Transparency - Sustainability commitments - Membership in United Nations Global Compact - Publication of annual Communication on Progress (COP) - Signing of the RFAR (Supplier Relations and Responsible Purchasing) charter set up by the Médiateur des Entreprises and the Conseil National des Achats (CNA - National Purchasing Council) 1.5 Stakeholder engagement
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02 - SUSTAINABILITY REPORT 62 Lectra - 2025 Annual Financial Report Regulatory developments relating to sustainability have led the Group to review and specify the role of its governance bodies involved in sustainability related activities and decisions, as follows: ■ The Board of Directors and its specialized committees; ■ The Executive Committee; ■ The Sustainability Steering Committee. Section 1, in the Report on Corporate Governance, describes the governance structure and composition of the Board of Directors and Executive Committee. The following table sets out the principal missions and operations of the Board of Directors and its committees to ensure the coordination and interconnection of their work in the area of sustainability: Sustainability missions Composition – Skills in sustainability Board of Directors approves the sustainability strategy, based on an exhaustive assessment of the Group's material Impacts, Risks and Opportunities (IROs); examines the modalities for implementing this strategy with an action plan and time horizons, as well as results obtained and the appropriateness, if applicable, of adapting the action plan or modifying objectives, particularly in light of changes in the company's strategy, technologies, shareholders' expectations and the capability to implement them; validates the content of the sustainability report and ensures that the information provided to shareholders and markets is relevant, balanced and educational with regard to sustainability strategy and issues. All directors possess sustainability skills (see section 1.4.2 "Corporate Governance Report"). In addition, all directors attended a seminar on the CSRD and on climate issues in May 2024. Non-executive directors attend regular training courses on the company's specific issues, particularly with regard to sustainability. The Board of Directors is composed of four women and three men, and five of the seven members are independent. Strategic Committee reviews and discusses the major strategic orientations and development priorities proposed by the Chairman and Chief Executive O̹cer to prepare the Group for the economic and sustainable development; challenges and risks to which it is exposed and to strengthen its business model; uses the material IROs resulting from the Group's double materiality analysis. The Strategic Committee includes all directors and consequently has the necessary sustainability-related skills. Sustainability Committee (formerly the CSR Committee) supervises the entire sustainability plan, including cybersecurity from 2025 onwards, and ensures its alignment with the Group's strategic orientations; oversees the reporting of sustainability-related information, in particular the material issues included in the double materiality assessment (impacts, risks and opportunities), and examines and monitors the implementation of the corresponding action plans; examines the content of the sustainability report and all Group communications relating to sustainability, in conjunction with the Audit Committee; makes recommendations to the Board of Directors. The Sustainability Committee includes at least one director who is also a member of the Audit Committee and one director who is also a member of the Compensation Committee in order to help coordinate sustainability actions. Compensation Committee develops and proposes criteria for the variable portion of compensation for the management team based on objectives relating to sustainability criteria, at least one of which is linked to the Company's climate objectives. The Compensation Committee includes at least one director who is also a member of the Sustainability Committee in order to coordinate the works required to identify the sustainability criteria included in the variable portion of the management team's compensation. Nominations Committee ensures that directors' skills are complementary and that the presence of sustainability-related skills exist (see the chapter entitled “Directors and management bodies/Skills represented on the Board of Directors” in the Corporate Governance Report.) All candidates nominated to the Board of Directors must have competency in at least one of the sustainability areas. Ad hoc Committee ensures that the succession of the Chairman and Chief Executive O̹cer is prepared in order to guarantee the continued development of the Group This committee ensures that sustainability-related skills are part of the candidates' skills. Audit Committee ensures the fairness of the information in the sustainability report (integrity, monitoring, and auditing); selects the auditors assigned to audit the information on sustainability; ensures that the Sustainability Committee oversees the process for preparing the information on sustainability, and monitors the progress of the cybersecurity plan; reports to the Board of Directors on the results of the audit of the sustainability report; on how this task contributed to the integrity of the information; and on the respective roles played by the other specialized Committees in this process. The Audit Committee includes at least one director who is also a member of the Sustainability Committee, in order to coordinate sustainability-related activities. At least one member of the Audit Committee must have expertise in the area of cybersecurity. 1.6 Sustainability governance and management
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02 - SUSTAINABILITY REPORT 63 Lectra - 2025 Annual Financial Report Sustainability management The Group's Sustainability Referent (the General Secretary) and the Vice-President Sustainability coordinate the roadmap management process and the various workshops operating under the responsibility of multidisciplinary teams. The Sustainability Steering Committee meets each quarter chaired by the Chairman and Chief Executive O̹cer. Its members include the General Secretary, the Chief Technology O̹cer, the Deputy Chief Executive O̹cer, the Chief Marketing and Communications O̹cer, the Chief Strategy O̹cer, the Chief Customer Success O̹cer and the Vice President Sustainability, with the following tasks: ■ to monitor progress of ongoing projects; ■ to provide information on the constraints and limitations of each project as identified by the sustainability department; ■ to validate the appropriateness of actions undertaken and resource allocation; ■ to measure progress towards achieving objectives. The Vice President Sustainability, working with her team, ensures the implementation of commitments, their alignment with the Group's strategy, and their continuity over time. She manages and coordinates the Group's non-financial reporting, including preparation of the sustainability report, and provides input to the audit of the Statutory Auditor responsible for sustainability. After each acquisition, she ensures that the Group's approach is understood, shared and applied by the newly-joined teams. Governance and management bodies for sustainability Sustainability-based variable compensation criteria For members of the Executive Committee (and certain specified positions within the Group), a portion of variable compensation is directly linked to sustainability objectives, as follows: ■ 40% linked to improvement in the Ecovadis and EthiFinance ratings; ■ 40% linked to improvement in the employee engagement rate (calculated on the basis of the YourVoice survey); ■ 20% on achieving the climate transition plan's objectives (broken down as follows: 5% on scopes 1 and 2, and 15% on scope 3). Based on achievement of these objectives, a bonus or penalty factor of positive or negative 25% is applied to the total variable compensation of each eligible employee. Details of this variable compensation are available in section 2.2 of the Report on Corporate Governance.
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02 - SUSTAINABILITY REPORT 64 Lectra - 2025 Annual Financial Report Framework and objectives The Group's first double materiality assessment was conducted in the first half of 2024, as part of compliance with the Corporate Sustainability Reporting Directive (CSRD). Previously, the Group carried out a simple materiality assessment as part of its non-financial performance report: the most recent was conducted by the outside firm Tennaxia in 2022. Stakeholders outside the company were consulted to give their opinion on Lectra's sustainability issues during the study. This study enabled Lectra to include their point of view for the 2024 financial year. Because of time constraints, e̸orts were focused on employees to obtain their point of view as business experts, and directors were able to give their opinion during bodies such as the Sustainability Committee or the Audit Committee. This double materiality assessment was published in the Group's 2024 Sustainability Report. Interviews were carried out with external contributors in 2025, in the second year, to strengthen the relevance of the double materiality assessment. Methodology and resources The works on the double materiality assessment were broken down into two main phases: ■ in 2024, when around twenty internal players were mobilized in order to identify and rate the Group's material impacts, risks and opportunities. They included the Chairman and Chief Executive O̹cer, the Deputy Chief Executive O̹cer (who was Strategy and Product O̹cer in 2024) and the General Secretary, as well as business experts from di̸erent backgrounds. Lectra's sustainability teams received support from teams from the firm PKF Arsilon to develop their skills in CSRD and to guarantee an ESRS-compliant working environment. This work also incorporated analyses conducted for the Group by outside consultants at the end of 2022, i.e. an update of the analysis of the major risks facing the Company, including non- financial risks; and the materiality assessment taking into consideration expectations of stakeholders outside the Company. The results of this risk analysis and the internal control procedures are explained in Section 3.1 "Control environment" and 3.2 "Risk factors" of the management discussion and analysis. ■ in 2025, interviews were conducted with the following stakeholders: - elected representatives of the Works Council (France); - suppliers; - customers; - Club ETI Nouvelle-Aquitaine; - strategic partnerships : ▪ AQC; ▪ Six Atomic; - investors; - Campus cyber Nouvelle-Aquitaine; - directors. Unlike the initiative in 2024, these interviews were conducted in a qualitative manner: the persons contacted did not perform any rating work. Silent stakeholders and those located very upstream (tier 2 suppliers and above) or downstream could not be consulted during these two phases of work. The Group will endeavor to include them in a future assessment. Value chain The scope of the double materiality assessment covers the entire Group, along with its value chain: ■ upstream: direct and indirect suppliers (of goods and services); ■ at the level of the Group's own operations: - all Group employees, including employees of companies acquired in recent years; - sales agents who operate in certain countries where the Group is established and who sell Lectra solutions on its behalf; - service providers. ■ downstream: customers and their teams. Given the specific characteristics of each of the Group's main activities, two distinct value chains have been identified: ■ the "Equipment" value chain, which describes the industrial activity, namely cutting machines; ■ the "Software solutions" value chain, which covers the software embedded in the cutting machines, long-standing solutions, and the solutions recently added to Lectra's o̸er, or acquired through external growth. 1.7 Double materiality assessment
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02 - SUSTAINABILITY REPORT 67 Lectra - 2025 Annual Financial Report Identification and assessment of the materiality of Impacts, Risks and Opportunities (IROs) For the impact materiality assessment, gross impacts were(8) identified by examining the consequences of the Group's own activities and its value chain. This analysis identified potential and/or current environmental, social and governance impacts in the short, medium and long term, without taking into consideration the measures implemented over many years to minimize negative impacts. The analysis was based on functional mapping of the value chains to take into account the direct and indirect stakeholders. The work was carried out in several steps: 1. Preliminary identification of impacts, risks and opportunities, based on the sustainability topics, sub-topics and sub-sub-topics defined by ESRS 1, and drawing on benchmarks for industry peers, Lectra's 2023-2025 CSR roadmap, the Group's risk analysis and the materiality assessment conducted in 2022. This work took into account dependencies on natural resources and human resources, which are considered in relation to Lectra's specific characteristics. 2. Workshops bring together some fifteen internal contributors representing the main functions concerned by the IROs (including purchasing, marketing, product, R&D and HR), to review and supplement the pre-identified impacts, risks and opportunities. 3. Rating the impacts8, risks and opportunities according to the ESRS 1 criteria. A five-tier classification scale with definitions was established to guide contributors when giving their score. At the conclusion of this stage, a correspondence was established between the most material impacts, risks and opportunities and the issues identified during the simple materiality assessment carried out in 2022. The impacts were quantified according to their severity(9), which was itself scored according to three criteria (scale, scope, irreversibility), and their probability of occurrence(10), in a scoring method aligned with ESRS requirements. This work was carried out by the internal contributors involved in the process. The risks and opportunities were quantified using the classification scale established for the 2022 materiality assessment, i.e. by severity (which is in turn scored according to four risk/opportunity categories: financial, business continuity, reputational, and regulatory) and their probability of occurrence. This rating was validated by the Chairman and Chief Executive O̹cer, the General Secretary, and the Deputy Chief Executive O̹cer (Product O̹cer at the time). 4. Selection of material impacts, risks and opportunities based on a materiality threshold set by consensus with the Chairman and Chief Executive O̹cer, the General Secretary and the Vice President Sustainability. This threshold was established due to a significant di̸erence naturally observed between the impacts, risks and opportunities rated with the highest scores, and the others. These results were then shared with Lectra's governance on sustainability issues (see previous section 1.6 on the role of the di̸erent bodies). Changes were made to the double materiality result following these consultations: certain impacts, risks and opportunities were reformulated to define the issues with greater precision and completeness. Others were arbitrated using a bonus/penalty system, to increase an issue that was initially rated just below the materiality threshold but which was considered to be important after a consensus among the governing bodies. Conversely, some other impacts were not maintained above the materiality threshold after these consultations. 5. Consultation of external stakeholders in 2025, conducted in the form of qualitative interviews, when interviewees were presented with contextual elements, Lectra's material IROs identified in 2024, and the topics in the AR16 of ESRS 1, giving them an overview of the sustainability issues likely to be involved. The aim of these interviews was to ensure that the material issues for the Group received maximum coverage and that no subject of importance to its stakeholders was overlooked. 6. Taking the opinion of external stakeholders consulted in 2025 into account with two scenarios: ▪ reformulating certain IROs which were already identified in 2024, so that their titles more accurately reflect the reality of the issues. The IRO score was not changed in these cases; ▪ formulation of new IROs concerning topics considered to be missing in the materiality of 2024 (ethics, artificial intelligence). They were rated by management after opinions from external stakeholders and discussions at the joint Audit and Sustainability Committee meeting in September 2025. Links with internal control and risk management The Group regularly updates its assessment of major risks (via interviews with managing bodies and administrators), by integrating ESG risks with the same level of priority as other forms of risk. This assessment was presented to the di̸erent bodies responsible for the internal control of sustainability information, as set out above in the previous section 1.6. This working methodology was adopted in 2024, the first year in which the double materiality assessment was prepared. The key elements of the reasonable vigilance measures are set out in the table in Appendix 1. Double materiality assessment results An exhaustive description of the material impacts, risks and opportunities identified in this assessment is provided at the beginning of each chapter (environment, social and business conduct). The material ESRS topics identified are: E1 "Climate change", E5 "Resource use and circular economy", S1 "Own workforce", S4 "Consumers and end-users" and G1 "Business conduct". These material issues are presented schematically in the diagram below. In addition, a table in Appendix 2 specifies the stakeholders concerned and time horizons for each IRO. The double materiality assessment did not reveal any material impacts, risks or opportunities for the topics covered by the ESRS E2 "Pollution", E3 "Water and marine resources", E4 "Biodiversity", S2 "Workers in the value chain" and S3 "A̸ected communities". (8) Gross impacts: negative impacts assessed assuming the absence of any mitigation action implemented by the Group. (9) As required by ESRS 1, in the case of a potential adverse impact on human rights, the severity of the impact outweighs its probability. (10) For potential impacts.
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02 - SUSTAINABILITY REPORT 68 Lectra - 2025 Annual Financial Report 1.8 Assessment of the Group’s non-financial performance In order to ensure objective recognition of its sustainability policy, the Group has its social, environmental and governance practices regularly assessed by several extra-financial rating agencies, and it transparently communicates on the progress of its results. Lectra's non-financial performance was rewarded, for the fourth year running with the "Best Managed Company" label by Deloitte.
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02 - SUSTAINABILITY REPORT 69 Lectra - 2025 Annual Financial Report The assessments conducted in recent years show that Lectra's results are constantly improving: Year rating awarded based on previous-year information 2025 2024 2023 EcoVadis 80 Gold Medal 70 Silver Level 57 Bronze Level EcoVadis is a global platform which voluntarily assesses companies' ESG performance across four themes – environment, social and human rights, ethics, and responsible purchasing – in order to measure and benchmark their sustainability. The rating is performed on a 100-point scale. EthiFinance ESG 79 79(11) Article 76(11) EthiFinance is a European ratings, research and advisory group specializing in sustainable finance, which freely and independently assesses the ESG performance of companies using a framework of around 140 criteria covering the environment, social issues, governance and external stakeholders. The rating is performed on a 100-point scale. CDP B C D The CDP is an international environmental rating system that assesses the transparency and quality of climate actions by organizations based on their reported data, and assigns them a score ranging from A to D to measure their level of performance and commitment. ESG Transparency Rating 88.13 % Level "excellent" The ESG Transparency Rating is a scientific assessment performed by EUPD Research that measures the quality, transparency, traceability and credibility of a sustainability report according to the ESG Transparency Evaluation Standard, a rigorous framework based on more than 350 criteria aligned with the main European and international reporting standards. (11) The rating criteria changed in 2025 and the scores of previous years have been revised: the 2024 score was revised to 71 and the 2023 score to 66.
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02 - SUSTAINABILITY REPORT 70 Lectra - 2025 Annual Financial Report 2. Environment 2.1 Material environmental impacts, risks and opportunities IRO ESRS/topic IRO category Location within the value chain Time horizon Description Climate change contribution E1 Climate change mitigation Negative impact ✔ ✔ ✔ The Group's annual GHG emissions assessment (around 1 million tons CO2eq by 2022) identifies the emission sources it intends to improve in order to reduce its, and its customers', carbon footprint, particularly through the Scope 3, which accounts for the majority of emissions. Optimizing textile and leather consumption with Lectra solutions E5 Waste Positive impact ✔ The Group's solutions and their synergies enable its customers to reduce the consumption of textile, which is the part of their value chain with the greatest impact on the environment. Traceability: a driving force for transparency in the textile and leather industry E5 S4 Social inclusion of end-users G1 Positive impact ✔ Intended mainly for its customers in the fashion sector, Lectra o̸ers the possibility of knowing the exact origin of the materials purchased and its traceability from the fabric fiber to the final garment, thanks to its TextileGenesis solution: authentication of sustainable materials, transparency on working conditions, supply chain governance. The environmental dimension is discussed in this section. Social and governance topics are described in the social section S4. Environmental regulatory changes strengthen Lectra's market presence Lectra specific Opportunity ✔ ✔ Environmental regulations are becoming tougher in many countries, and Lectra is positioning itself as the partner of choice for its customers, providing them with optimal support on these issues, with solutions that meet many of these regulations. Declining demand for Lectra o̸ers due to changing consumer patterns Lectra specific Risk ✔ ✔ Mirroring the above opportunity, in the fashion sector in particular, controversies surrounding fast fashion, among other issues, might a̸ect the production volumes of new clothing in the coming years and could reduce demand for Lectra's cutting equipment. Caption Short term Medium term Long term Upstream Own operations Downstream
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02 - SUSTAINABILITY REPORT 71 Lectra - 2025 Annual Financial Report 2.2 Environmental policy This policy is managed using an Environmental Management System (EMS), which provides a structured approach to the commitment to compliance with applicable regulations and the achievement of predetermined objectives. This approach is monitored annually and reviewed in the light of current developments and priorities. The following sections of the "Environment" chapter describe the points addressed in this environmental policy (the new version will be communicated to employees and will be available on the Group's website in March 2026). 2.3.1. Climate transition plan (climate mitigation policy) The climate transition plan was approved by the Board of Directors, on the recommendation of the Sustainability Committee. It was presented to the Shareholders' Meeting of April 25, 2025 for information. Cognizant of pressing climate issues and the significant impact of the textile industry on greenhouse gas emissions, Lectra is actively engaged in e̸orts to reduce the industry's environmental impact. This is the reason why the climate transition plan applies to the entire Group, under the responsibility of the General Secretary. Definition of the reference year Lectra measured its greenhouse gas emissions (GHG) for the reference year 2022, taking into account the entirety of its activities and the three scopes in accordance with the GHG Protocol, which is the standard for these calculations. The year 2022 was chosen as the reference year for two reasons: it was the first year the assessment of greenhouse gas emissions included Scope 3, and the activity was similar to pre-Covid levels. It will be noted that the Group's GHG assessment is far lower than previous years for scopes 1 and 2, which have already been optimized through considerable energy optimization e̸orts carried out at its production sites over many years (well before 2022, the reference year). Reduction objectives Lectra established the main milestones of its climate transition plan at the end of 2024, with the support of an external company. The Group has defined: ■ the reference year for greenhouse gas emissions, i.e. 2022; ■ quantified objectives for each scope; ■ the target year for achieving the objectives, i.e. 2030. Workshops were held with internal business experts in order to set reduction objectives and the associated action plans for the four areas where emissions are significant: use of Lectra products (equipment and software), building consumption, travel and freight, and purchases of goods and services. Lectra also joined the UN's Climate Ambition Accelerator working group which supports organizations in setting emission reduction targets by promoting the sharing of best practices. Note that the Group is not excluded from the Paris Agreement benchmarks. After examining several scenarios in the framework of the project, including one based on a trajectory consistent with the Paris Agreement, (-42 % for scopes 1 and 2, and -25 % for scope 3), the following commitments were made: 2.3 Contribution to climate change – ESRS E1
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02 - SUSTAINABILITY REPORT 72 Lectra - 2025 Annual Financial Report These do not currently allow alignment with the Paris Agreement for all the reasons mentioned above, but the Group is committed to doing its utmost to participate in the collective e̸orts to the best of its ability. The Group has not yet set any climate targets for 2050, as the current methodology based on the projected development of future equipment ranges does not permit reliable projections. Reduction levers Lectra's strategy to reduce its greenhouse gas emissions is focused on two priorities: ■ support customers in their ecological transition by providing innovative solutions capable of reducing the environmental impact of their products at every stage of their life cycle; ■ decarbonize all Lectra's activities throughout its value chain. Reduction levers have been identified, based on this dynamic: ■ scope 1: reduction in gas consumption in buildings and transition of part of the vehicle fleet to fully electric vehicles; ■ scope 2: reduction in electricity consumption in buildings and production or purchase of renewable electricity; ■ scope 3: reduction in the environmental impact of solutions sold, through eco-design, optimized freight, and the purchase of goods and services. It should be noted that the most significant share of emissions in Scope 3 (65% on average) comes from the electricity consumption of equipment sold during a year. The Group's emissions are therefore dependent on the number of equipment units sold each year and the eco-design e̸orts applied to each new range, which makes the monitoring and reduction of these emissions operationally complex. A working group dedicated to monitoring the climate transition plan has been set up to monitor progress on the various levers and identify areas for improvement. As explained in the section "Sustainability-based variable compensation criteria" in section 1.6, a portion of the variable compensation of the Group's executive o̹cers is dependent on the achievement of the objectives fixed in the climate transition plan. The Group has not identified any significant locked-in emissions that could compromise its reduction targets at the present time.
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02 - SUSTAINABILITY REPORT 73 Lectra - 2025 Annual Financial Report GHG emissions reduction objectives and drivers Actions launched since January 2023 Resource allocated since January 2023 (in thousand euros) 2022 (reference year) 2030 reduction objectives (in % or in tCO2eq.) 2030 targets (in tCO2eq.) GHG emissions (all scopes) - 9,175 540,175 -20 % 431,948 Scopes 1 et 2 GHG emissions - 4,178 3,845 -25 % 2,884 Reduction in gas consumption in buildings (15%) Optimization of space usage and improvement of heating and air conditioning system management 654 - - 58 tCO2eq. - Increase in the electric vehicle fleet (30%) Acquisition of 100% electric vehicles 341 - - 167 tCO2eq. -Installation and maintenance of electric charging stations at the Cestas site 41 Reduction in electricity consumption in buildings (8%) (1) Optimization of space usage and improvement of heating and air conditioning system management 654 - - 118 tCO2eq. - Renovation of existing buildings 2,375 Coverage of electricity consumption at our main sites through the purchase or production of renewable energy (100%) Renewable electricity supply contracts for the Cestas and Chalgrin sites 15 - - 169 tCO2eq. -Renewable energy certificates for the Tolland Site 15 Installation and operation of the Cestas photovoltaic power plant 84 Scope 3 GHG emissions - 3,411 536,330 -20 % 429,064 Optimization of goods and services procurement Use of at least 50% recycled steel in equipment frames - - - 34 711 tCO2eq. - Reduction in the power consumption of equipment sold R&D work to reduce the power consumption of equipment sold 3,411 - - 73 625 tCO2eq. -Replacement of the most energy- intensive equipment for each range in the catalog Optimization of transport modes and logistics flows Prioritization of sea and road freight over air freight - - - 2 428 tCO2eq. - Other actions Calculation of carbon footprint and management of climate strategy (tools and human resources) 1,586 (1) Given the switch to 100% renewable energy contracts at the industrial sites with the highest electricity consumption, reducing electricity consumption at these sites no longer has an impact on GHG emissions. This is why the 2024 target of a 20% reduction in electricity consumption by 2030 has been revised downward (-8%) to be realistic about reducing electricity consumption at other sites, where there is less room for maneuver. Action plan ➞ Scopes 1 and 2 The action plan to reduce scopes 1 and 2 emissions focuses on two areas: reducing dependence on fossil fuels and optimizing existing sites. Since January 1, 2025, the Bordeaux-Cestas and Paris-Chalgrin sites have been powered by 100% renewable electricity. A total of 13% of the consumption on the Cestas site is supplied by a photovoltaic panel plant. The signing of a Renewable Energy Certificates (REC) purchase agreement guarantees that 100% of the electricity consumption at the Tolland industrial site, is matched by equivalent production from renewable sources. A total of 40% of electricity consumption at the Suzhou plant currently comes from solar panels and the objective is for 100% of this consumption to be covered by renewable sources. E̸orts are continuing to reduce gas and electricity consumption at the sites through space optimization, centralized energy management and the gradual conversion of lighting to LED technology. Across the Group, a set of guidelines for selecting new buildings now imposes energy performance criteria. The vehicle policy was updated in 2025, making electrically powered vehicles the standard for all future vehicle allocations.
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02 - SUSTAINABILITY REPORT 74 Lectra - 2025 Annual Financial Report ➞ Scope 3 Several actions have been identified and are being deployed to reduce scope 3 emissions. The main lever is the reduction of electricity consumption of equipment. This reduction is based, firstly on choosing a mix oriented towards less energy-consuming solutions and, secondly on a 35% saving on the electricity consumption of new Low Ply equipment. A campaign to measure and estimate the electricity consumption of equipment marketed since 2022 was carried out in 2025, with the purpose of more accurately quantifying the impact of each product range. The action plan also includes optimizing purchasing, in particular by incorporating recycled steel into equipment frames. Finally, the choice of transport mode and the optimization of logistics flows is also considered. In 2025, actions were taken to promote sea or road freight over air freight whenever possible.
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02 - SUSTAINABILITY REPORT 75 Lectra - 2025 Annual Financial Report Investments and financing for the climate strategy (transition and adaptation plans) In 2025, the Group quantified the total investment required to achieve the objectives of its climate transition and adaptation plans. The investments already made since 2022 have been broken down and are described above for the actions implemented. Since January 1, 2023, approximately €3 million per year has been allocated to expenditure for the climate strategy. On this basis the total self- financed investment was estimated at €20 million between 2022 and 2030, by listing the priority projects between now and 2030, and the actions favoring adaptation (see section 2.3.2). This amount has been validated by the governance department. Alignment of the transition plan with EU taxonomy climate objectives Lectra's economic activities are eligible are only partially eligible under the European Union's green taxonomy, because some activities, particularly equipment manufacturing, are excluded. The Group's software supply activity corresponds primarily to the "Circular Economy" environmental objective, under "Provision of IT/ OT data-driven solutions". Lectra has incurred operating expenses (OpEx) to implement actions related to the climate transition plan since 2023. This operational expenditure is eligible and partially aligned with the EU Green Taxonomy Regulation, in categories 7.2, 7.3, 7.4, 7.6 and 9.1 of the "Climate change mitigation" objective. Similarly, a portion of 2024 CapEx investments, intended for the decarbonization of the Group's own activities in line with the Group's climate mitigation plan, is eligible and aligned with categories 6.5, 7.2 and 7.3 of the "Climate change mitigation" objective. Lectra's objective is to commit to OpEx and CapEx at levels close to those committed since 2023, every year between now and 2030, which will maintain the same level of eligible investments aligned with the climate objectives of the European taxonomy. Education The climate transition plan requires everyone's participation and therefore includes an awareness-raising component. There were several actions to involve employees in 2025: ■ "Lectra Climate Transition Plan 2022-2030" game: Lectra has designed a board game on its climate transition plan, to better understand the issues related to GHG emissions, the reduction targets for 2030, and the levers for action. Its goal: to make concepts understandable and to bring people on-board. The game has been incorporated into the "Lectra Together" onboarding program, to raise awareness amongst new employees. Around 300 employees took part during the year, and 10 people were taught how to run the game to ensure it is played; ■ good environmental practices guide: a handbook and posters dedicated to tertiary activities designed to raise employee awareness by communicating on simple steps they can take every day to reduce their environmental impact; ■ World Environment Day: a Group-wide event organized around World Environment Day, featuring workshops aimed at raising awareness of climate issues and a “soft mobility” challenge; ■ CSR training: as in 2024, more extensive training on corporate social responsibility was provided to give all employees a basic understanding of the subject. The proportion of employees present at the end of 2025 who had attended this training course was 82%. This training course is now part of a mandatory on- boarding training package for new Group employees. Communication Lectra undertakes to disclose its GHG emission reduction targets and its annual GHG assessments each year in its annual report. 2.3.2. Resilience analysis and climate change adaptation policy The resilience analysis and the climate adaptation plan are managed by the Health Safety and Environment Director, in conjunction with the Sustainability team, under the responsibility of the General Secretary.
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02 - SUSTAINABILITY REPORT 76 Lectra - 2025 Annual Financial Report Principles and objectives ■ anticipate and manage the physical risks related to climate change (wildfires, heatwaves, floods, storms, droughts, water stress, soil shrink-swell, etc.) across all critical sites, activities and suppliers; ■ protect business continuity and the safety of employees, infrastructure, and equipment by incorporating adaptation into the overall risk management and corporate governance; ■ strengthen the value chain's ability to adapt by mobilizing business lines, suppliers and partners around a continuous improvement and innovation approach; ■ integrate the constraints associated with climate adaptation into strategic decisions (new sites, purchases), taking medium- and long-term climate scenarios into account; ■ seize opportunities in a changing world due to climate change, in particular by developing solutions and services that meet the new climate challenges of Lectra's customers (examples: equipment adapted to extreme environments, traceability tools, regulatory compliance support). Methodology Lectra had recourse to the expertise of BL Evolution to conduct the climate risk analysis in 2025, which was conducted using the OCARA(12) methodology developed by Carbone 4 in collaboration with ADEME(13). The project was carried out in 4 phases: 1. the context and raising awareness; 2. identification of physical risks; 3. identification of risks and transition opportunities; 4. definition of the adaptation strategy. The study covered the entire Lectra value chain, with a varying level of granularity for physical risk analysis: ■ a comprehensive approach on the supplier side enabled the maturity of suppliers (industrial and indirect) identified as critical to be analyzed; ■ in terms of the Group's own operations: ▪ the sites identified as priorities were analyzed in detail. A criticality grid was used to identify them. This prioritization was based on criteria such as contribution to revenues, maximum allowable downtime, and the importance of the processes for business continuity or customer satisfaction; ▪ the other sites were analyzed with a more macro approach. ■ on the customer side, given the strong geographical dispersion, the approach remained global and focused on the operating conditions for the equipment. The following climate scenarios were used in this analysis: ■ physical risks: IPCC(14) SSP5-8.5 (RCP 8.5 simulation); SSP means Shared Socioeconomic Pathway and "SSP5" therefore corresponds to a socio-economic assumption characterized by strong economic growth, high dependence on fossil fuels and low international cooperation for the climate. This trajectory leads to a radiative forcing(15) of 8.5 W/m² in 2100, corresponding to very high emissions (hence RCP8.5 for Representative Concentration Pathway) and an associated warming of about +4°C. ▪ transition risks and opportunities: IPCC SSP1-1.9; "SSP1" corresponds to a socio-economic scenario geared towards sustainability with strong international cooperation, reduced inequalities, and a rapid transition to low-carbon energy sources. 1.9 corresponds to a target radiative forcing level of 1.9 W/m² in 2100, i.e. a very ambitious scenario of reducing emissions to limit warming to +1.5°C compared to the pre-industrial era. Each risk is assessed according to a specific time horizon, here for climate-related risks, we are talking about: ▪ short-term/current: 1 to 3 years; ▪ medium-term: 2030 (which corresponds to the target year of the Group's climate transition plan); ▪ long-term: by 2050. The resilience analysis will be updated every five years to take changes in climate risks based on available scientific data, the Group's activities and feedback into account. Climate resilience analysis ➞ Analysis of physical risks In accordance with the OCARA method, physical risk is assessed according to three criteria: ■ a climate hazard, based on its development over time (frequency, intensity); ■ exposure to this hazard, which notably takes the probability of occurrence into account; ■ finally, vulnerability, i.e. the likelihood of su̸ering damage if the hazard occurs, is the criterion used to take into account any existing adaptation measures and the criticality of the site's (12) OCARA = Operational Climate Adaptation and Resilience Assessment - the leading framework for analyzing the resilience of companies to climate change (13) ADEME: French Environment and Energy Management Agency (14) IPCC: Intergovernmental Panel on Climate Change: Intergovernmental Panel on Climate Change (15) Radiative forcing is a concept in climatology that measures the disruption of the Earth's energy balance. It corresponds to the di̸erence between the radiative energy received by the Earth-atmosphere system and the energy it reflects back to space. When more energy is received than returned, the radiative forcing is positive, which tends to warm the climate.
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02 - SUSTAINABILITY REPORT 77 Lectra - 2025 Annual Financial Report processes (as determined by business experts). The risks established are therefore net because they take into account already existing adaptation measures. The hazards considered in the study are as follows: Type of hazard Climate hazards Type Description Water Rising water levels Chronic Gradual rise in sea level, which may increase the risk of flooding or damage in low- lying coastal areas Drought Acute Abnormally long period without rain that dries the soil Floods Acute Water discharge onto areas that are usually dry (from rain, a river, the sea, or rising groundwater) Heavy precipitation Acute Heavy rain, hail or snow falling in a short period of time, which may damage to buildings or equipment Water stress Chronic A situation where the demand for water exceeds the available supply or where the quality of the water becomes insu̹cient Temperature Wildfire Acute Wildfires that spread through wooded or vegetated areas, sometimes reaching the limits of inhabited areas Heat stress Chronic Very high outside temperatures that make it more di̹cult to work or operate equipment Heatwave Acute Several consecutive days with very high temperatures, higher than seasonal norms Wind Storm / hurricane Acute Severe weather phenomenon accompanied by strong winds, rain and sometimes hail, which can cause property damage Solid mass Soil shrink-swell Chronic Ground movements caused by alternating periods of drought and humidity that can crack buildings or roads The change in average temperatures has been excluded from the analysis because the impact on the business is very minor compared to other hazards. Risks related to snow (avalanches) or cold (frost) were excluded from the scope of application, because there are no sites located at an altitude of more than 800 m (excluding the o̹ce in Mexico City, where the impact is insignificant given its activity). Result of the physical risk analysis → Suppliers The analysis of Lectra's suppliers reveals a generally low level of maturity in terms of climate change adaptation: only a few suppliers (18% of the panel identified) have conducted a formalized climate risk analysis and taken concrete action. Physical risks such as flooding, heat or water stress are well identified by the most advanced players, while transition risks are still poorly integrated. Digital service providers primarily identify risks related to drought and heat waves, whereas industrial providers also highlight the risks of fires, floods, and storms. The majority of suppliers have not yet begun an adaptation process. → Lectra sites The sites that were the subject of a detailed analysis because they are considered to be priorities are: Cestas (France), Tolland and Atlanta (United States), Suzhou and Hong Kong (China). Critical processes were identified for each site and the potential impact of each climatic hazard on these processes was analyzed in detail.
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02 - SUSTAINABILITY REPORT 78 Lectra - 2025 Annual Financial Report Site Hazard Key findings Cestas Wildfires A risk that is already high today and will increase between now and 2050 (+20 days of exposure). Strong impact on industrial, logistics and IT activities. Measures already in place. Heatwaves More than 60 days a year expected in 2050. Impacts on working conditions (increased need for cooling) and electrical equipment (overheating, risk of breakdown). Soil shrink-well Significant structural risk for buildings and infrastructure, depending on the nature of the soil (additional analyzes will be necessary). Storms Already impacted today. Storm intensity could increase, with potential consequences for buildings and infrastructure. Tolland Heavy precipitation and flooding Increased rainfall intensity expected, with a greater risk of flooding. A risk that is not critical today, but one that should be monitored. Storms Already subject to alerts today. Storm intensity could increase, with potential consequences for buildings and infrastructure. Atlanta Heatwaves and thermal stress 100 days a year at temperatures above 35°C by 2050, increase in cooling requirements and the risk of equipment overheating. Heavy precipitation and flooding Expected increase, impacting buildings and potentially logistics access. Storms / hurricanes The site has already been a̸ected by several hurricanes, and the frequency/intensity of these events is increasing. Suzhou Heavy precipation and flooding Already impacted, with risks increasing from 2030 (rise in water levels + precipitation). The site is classified as a flood zone. Heatwaves and thermal stress 70 to 130 days per year at temperatures above 35°C are expected in 2050, a̸ecting working conditions, cooling systems and energy networks. Storms 1.5 storms/year forecast by 2050, with increasing intensity exposing infrastructure to significant damage. Hong Kong Heavy precipation Already rising sharply, with levels doubling compared to the current average. This limits accessibility to the site and exposes communication networks. Heatwaves Up to 110 days per year above 35°C by 2050, with significant impacts on thermal comfort, electrical equipment, and working conditions. Storms An average of 2 storms per year is projected, with increasing intensity and significant risks to buildings and infrastructure.
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02 - SUSTAINABILITY REPORT 79 Lectra - 2025 Annual Financial Report The analysis of “secondary” sites was conducted by examining regional exposure to major climate risks: Climate hazards Most exposed regions Potential impacts Heat stress and heatwaves Southwest Africa, Southwest South America, Oceania, Northeast South America, Mediterranean Overheating of equipment, decreased productivity, health risks, increased energy costs Heavy precipitation and flooding South Asia, East Asia, North-East South America, Northern Central America, Northern Europe, Southwest Africa Damage to buildings, logistical disruptions, network outages, risks for employees Rising water levels Southwest Africa, Southwest South America, Oceania, Northeast South America, Mediterranean Long-term damage to coastal sites, disruption or shutdown of activity, vulnerability of networks, logistics impacted Storms / hurricanes East Asia, Mediterranean, Northern Europe Damage to buildings, business interruptions, energy and telecoms cuts, logistical disruptions Soil shrink-well Southwest Africa, Southwest South America, Mediterranean, Oceania Cracks, ground instability, di̹culties in accessing water, degraded working conditions Change in temperatures Southwest Africa, Northeast South America, Northern Central America, Oceania, Mediterranean Accelerated wear and tear on equipment, decreased productivity, increased energy demands Wildfires Northern Central America, Mediterranean, Southwest Africa, Southwest South America Destruction of sites, business interruption, power and telecom outages, restricted access → Customers Major climate changes, such as rising sea levels, wildfires, floods, and heatwaves, will have direct consequences for Lectra's customers based on their location. Customers based in coastal or flood-prone areas may have to relocate their facilities or o̹ces to avoid the risk of flooding or erosion. Building and equipment will need to be adapted in regions exposed to wildfires, heatwaves, or heat stress, and safety standards and product operating conditions may have to be revised. In general, this increase in climate-related hazards could lead to a change in customer needs, who will either have to turn to solutions and equipment that are better suited to extreme or tropical environments, or even reconsider their geographical location to ensure business continuity. ➞ Analysis of transition risks and opportunities The IPCC's most optimistic scenario is considered for this part of the analysis: it is a basic component for moving towards a low-carbon world, because it corresponds to a significant reduction in greenhouse gas emissions and therefore a strong commitment from all stakeholders. However, although there is no explicit data on what an economy aligned with the +1.5°C trajectory would look like, the TCFD(16) o̸ers a detailed framework of the risks and opportunities related to climate change which companies are exposed to. This framework, which was used for this study, is detailed in Appendix 7. Results of the analysis of risks and transition opportunities Regulatory risks concern changes in requirements in terms of traceability, transparency, sustainability and costs related to the carbon footprint, with a particularly high impact for traceability. At the market level, Lectra must anticipate changes in consumer behavior (second-hand, reconditioned products), the shift in customer and investor expectations towards low-carbon o̸ers, and the growing commitment to decarbonization by competitors. Other risks include pressure on access to energy and raw materials, the di̹culty of insuring certain sites against climate hazards, technological challenges related to low-carbon innovation and the environmental impact of artificial intelligence, as well as reputational and employee engagement issues around sustainability. Overall, these risks are assessed as low to moderate, apart from regulatory traceability, with a high gross risk. This subject therefore requires active monitoring and continuous adaptation of the Group's strategy, particularly in the context of the roadmap of its TextileGenesis o̸er. Lectra's main transition opportunities in a low-carbon world concern the development of new digital products and services enabling customers to optimize their use of raw materials, reduce waste and improve traceability, in response to regulatory requirements and market expectations. Other opportunities identified include promoting recycling, remaining ahead of the competition and sustainability regulations, and improving resource e̹ciency and site resilience against climate hazards. Overall, these opportunities are considered to be very high for digital solutions and traceability, and moderate for other levers, with actions already underway or to be continued to strengthen Lectra's position in a context of ecological transition. (16) TCFD: Task Force on Climate-related Financial Disclosures = International working group created by the Financial Stability Board to promote the disclosure of climate- related risks and opportunities in corporate financial reports
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02 - SUSTAINABILITY REPORT 80 Lectra - 2025 Annual Financial Report Climate change adaptation policy ➞ Adaptation to physical risks An iterative approach was used to develop an operational adaptation plan that is consistent with the current level of accuracy for risk analysis. Two approaches were identified for ensuring the resilience of suppliers, by initially focusing on the most mature partners and supporting the development of skills among the most exposed and least advanced suppliers: ■ asking priority suppliers about their ability to adapt to climate change via a survey; ■ integrating the concept of climate risk coverage into supplier analysis grids and, ultimately, into the responsible purchasing policy. Concerning the Group's operations, the actions already performed and those to be planned are listed in the table below: Sites Status Action Time horizon Coping with high heat Cestas, Suzhou, Atlanta, Hong Kong Priority Install portable air conditioning units to prevent server rooms and critical production equipment from heating up during periods of high heat and if the installations already in place are insu̹cient (see action below to identify these installations) 1 to 6 years Atlanta Priority Investigate the vulnerability of air conditioning systems 1 to 6 years Cestas, Suzhou (ongoing) Priority Improve employee protection when a weather alert is issued with a "hot weather adaptation plan" In progress Cestas Non-priority Limit the exposure of air conditioning units to extreme high heat 1 to 3 years Cestas Non-priority Complete the insulation works 1 to 6 years Atlanta Non-priority Check any emergency energy generation devices present and what they cover in terms of installations and consider additional devices if necessary 1 to 3 years Suzhou Already carried out Install air conditioning systems in all work areas - Cestas Already carried out Verify the correct sizing of the backup generator for IT equipment, and increase the capacity if necessary - Coping with extreme rainfall and flooding Suzhou Priority Engage with owners to protect the building, equipment, installations, and products from flooding in the short and medium term < 1 year Suzhou Non-priority Regularly assess changes in flood risk in the coming years and ensure that industrial facilities and adaptation measures are compatible with this risk Recurrent Dealing with fires Cestas Priority Maintain the fire prevention actions already in place (tree pruning, maintenance, site evacuation plan) Every year Cestas Priority Implement a "Cestas site - wildfire adaptation plan" by taking prefectural orders (alert levels) into account 1 year Cestas Non-priority Study the relevance of installing sprinkler systems in storage buildings 1 to 2 years Coping with storms Cestas, Tolland, Suzhou Priority Set up a storm anticipation protocol 1 to 3 years Cestas Non-priority Remove the pine trees which specialists consider are dangerous near the site's buildings 1 to 3 years Avoid the risks of clay shrinkage and swelling Cestas Non-priority Continue core drilling during building extension or construction As needed Protect IT equipment from extreme weather events All the industrial sites and sites with server rooms Priority Identify the electrical and electronic equipment most at risk on each site (particularly in server rooms and critical production equipment) In progress All Non-priority Select accommodation sites according to climate-related criteria (link with purchases) 1 to 3 years All sites with server rooms Already completed, to be maintained Set up routers to Cestas and to the internet to redirect network flows should internet access be blocked - All sites with server rooms Already completed, to be maintained Combine a number of virtual servers on the same physical machine (on 1 physical machine: 60 virtual servers today) - All sites with server rooms Already completed, to be maintained Install low-voltage CPUs that reduce power consumption and communicate with servers to limit the electrical load required based on consumption - All sites with server rooms Already completed, to be maintained Automatic shutdown of some servers in case of overheating - Adaptation measures will be reviewed annually according to their progress, their e̸ectiveness, the changes in climate risks and feedback.
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02 - SUSTAINABILITY REPORT 81 Lectra - 2025 Annual Financial Report ➞ Adaptation to transition risks and opportunities The year 2025 saw a decline in the interest of financial players for ESG issues, mainly because of the economic and regulatory environment. However, it is essential to continue the e̸orts in terms of sustainability and to be ready to promote environmental results and initiatives as soon as the trend becomes favorable again. The Group remains convinced that this topic is strategic for seizing medium-term investment opportunities. A project is underway on the quantification and leverage of the carbon emissions avoided at customers' sites thanks to Lectra solutions. This leverage work, considered a priority, aims to strengthen the Company's environmental argument and meet market and stakeholder expectations. The Group benefits from a good internal perception of environmental issues, but employee expectations are increasing, particularly in France. It is therefore important to communicate more about sustainable actions in order to reinforce a sense of pride and belonging, whilst ensuring that the approach remains authentic and credible. Finally, the objectives set for 2030 (reduction in energy consumption, renewable electricity supply, electrification of the vehicle fleet) are on track, but remain sensitive to customer demand. Lectra will therefore focus on pursuing and strengthening the actions necessary to achieve energy e̹ciency and decarbonization objectives. Resources mobilized See section 2.3.1 "Investments and financing of the climate strategy (transition and adaptation plans)". Key metrics and targets ■ Percentage of completion of the action plan ➔ 100% by the end of 2030, excluding insulation on the Cestas site, as this work will continue after 2030 ■ Number of climatic incidents impacting production ➔ Zero major incidents (= production stoppage) 2.3.3. Energy consumption (E1-5) Lectra has rolled out an action plan in recent years aimed at reducing the impacts related to its energy consumption, based on improving the energy e̹ciency of industrial and tertiary sites and on increasing the share of energy from renewable sources. This plan is part of the overall strategy to reduce the Group's carbon footprint. Numerous actions have been taken to increase energy e̹ciency on the Tolland industrial site. While optimizing workspaces contributes to a better use of resources, energy consumption can be significantly reduced by improvements to heating and air conditioning equipment combined with centralized energy management. In parallel, traditional lighting is being replaced by LED lighting, which is also helping to reduce consumption. In addition, 100% of the electricity consumption of the Tolland site will be covered by the purchase of renewable energy certificates (RECs) by 2025. At the Bordeaux-Cestas site, the installation of photovoltaic panels in 2024 covers 13% of the site's annual electricity consumption. This is coupled with the signing of a contract guaranteeing 100% of the site's electricity supply from renewable sources starting January 1, 2025. E̸orts are continuing to improve energy e̹ciency through measures such as optimizing the management of energy consumption between seasons to adjust consumption to actual needs, renovating thermal insulation, and replacing traditional lightning with LEDs. A program to modernize heating systems is also underway, favoring less energy-consuming equipment such as reversible systems to replace radians. At the Suzhou site, 40% of the electricity consumed is produced locally by photovoltaic panels, and e̹cient air conditioning and heating equipment has been installed to improve the working conditions of employees. This new system is accompanied by the implementation of more accurate monitoring of electricity consumption to maintain an energy e̹ciency trajectory. A best-practice guide has been distributed at all of the Group's tertiary sites to encourage eco-responsible behavior. Energy e̹ciency criteria have been introduced for selecting all new premises since 2025. Special attention is given to the building's energy performance, to the presence of a centralized technical management system, and the installation of low-energy LED lighting. The Group's vehicle policy has also been revised to place greater emphasis on environmental criteria in the management of its vehicle fleet. 100% electric motorization has become the norm for all new vehicle allocations (when the country's infrastructure allows it). This measure is accompanied by a rigorous selection of models according to their energy performance and an active promotion of eco-driving. Energy consumption by use (MWh) 2025 2024 Electricity consumption in buildings 7,620 7,936 Natural gas consumption in buildings 1,568 1,959 Gasoline consumption by vehicles 5,466 5,882 Diesel fuel consumption by vehicles 1,207 2,796 Diesel fuel for generators consumption in buildings 16 20 Electricity consumption by vehicles 373 17 Total energy consumption 16,250 18,610
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02 - SUSTAINABILITY REPORT 82 Lectra - 2025 Annual Financial Report Energy consumption by source(1) (MWh) 2025 2024 Consumption of petroleum-derived fuels 8,256 8,698 Consumption of electricity, heat or steam derived from fossil sources 1,256 4,399 Total consumption of energy derived from fossil sources 9,512 13,097 Percentage oftotal energy consumption derived from fossil sources 59% 70% Total consumption of energy derived from nuclear sources 358 2,916 Percentage oftotal energy consumption derived from nuclear sources 2% 16% Consumption of electricity, heat or steam derived from renewable sources 5,886 2,517 Consumption of self-produced renewable energy(2) 494 81 Total consumption of energy derived renewable sources 6,380 2,598 Percentage oftotal energy consumption derived from renewable sources 39% 14% Total energy consumption 16,250 18,610 (1) The breakdown of energy consumption by source is calculated based on the energy mix in each country and taking into account direct purchases and self-produced electricity from renewable sources. (2) Installation of photovoltaic canopies in the Bordeaux-Cestas industrial site, operational since September 2024: 1,800m² of solar canopies (power output 475 kWc) were installed to supply 10 to 15 percent of the site's electricity consumption. The reported consumption of self-produced renewable energy corresponds to the total rated output of the solar canopies installed. In 2025, total energy consumption amounts to 16,250 MWh, with an increased share of consumption from renewable sources. The results show a downward trend in electricity consumption, which illustrates the e̸ectiveness of the initiatives deployed on the Group's various sites. Fuel consumption is also decreasing, reflecting the gradual replacement of some of the vehicle fleet with 100% electric vehicles. Renewable electricity Part of Lectra's energy action plan is based on the purchase of renewable electricity. In this context, the Cestas site has switched to a supply contract guaranteeing it 100% renewable electricity in 2025. Part of the annual electricity consumption of the Tolland site has been covered by renewable energy certificates (RECs) since 2022, and all of its consumption is covered in 2025. At the Suzhou site, 40% of the electricity consumed is produced locally by solar panels installed on the roofs. In addition, several tertiary sites have established energy contracts that include a portion of renewable energy. Since 2025, the consumption of the Chalgrin site in Paris has been 100% covered by a renewable electricity contract. This is the case for the Milan site, where 40% of electricity consumption is renewable, and for the site in Iasi, Romania, where over 40% of consumption is similarly supplied by renewable electricity. These purchases account for 71% of the Group's total electricity consumption. Energy intensity Energy intensity 2025 2024 (3) Total energy consumption from activities in sectors with high climate impact (MWh)(1) 6,554 7,022 Revenues from activities in sectors with high climate impact (k euros) (2) 97,712 112,393 Energy intensity (MWh /k euros) 0.07 0.06 (1) The consumption used is that of the three industrial sites where Lectra equipment is manufactured, the Group's only activity in a sector with a high climate impact. (2) The revenues used for this calculation are the same as those published in the financial statements and correspond to Lectra's activities in sectors with a high climate impact. (3) Data modified compared to the 2024 publication because not all energy sources were taken into account.
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02 - SUSTAINABILITY REPORT 83 Lectra - 2025 Annual Financial Report 2.3.4. Focus on the GHG assessment (E1-6) Since 2022, Lectra has been committed to publishing a comprehensive GHG assessment that covers not only direct emissions (scope 1) and indirect emissions related to energy consumption (scope 2, location and market-based), but also indirect emissions upstream and downstream in the value chain (scope 3). This approach allows for a comprehensive assessment of the environmental impact of the Company's activities. To ensure that the assessment is rigorous, the Group applies the Greenhouse Gas Protocol (GHG Protocol), a recognized standard for measuring and reporting CO2 emissions. Methodology The 2025 report presents: ■ the GHG assessment for 2024, calculated exhaustively on scopes 1, 2 and 3; ■ the GHG assessment for 2025, calculated using actual data on scopes 1 and 2 as well as on categories 3.11 and 3.12 of scope 3 (use and end-of-life of products sold representing 65% of scope 3), with 2025 data for categories 3.1 to 3.8 and 3.15 of scope 3 being estimated. The 2025 actual data for categories 3.1 to 3.8 and 3.15 will be collected in 2026, once available, allowing an exhaustive recalculation of the 2025 GHG assessment in the next report. The GHG assessment takes into all Group activities (production sites, R&D facilities and tertiary sites) into account. To calculate the footprint, Lectra uses physical data whenever possible. When physical data are not available, the Company uses monetary data. In the 2024 GHG assessment, 75% of emissions were calculated using physical data. ➞ Scope 1: direct emissions Scope 1 direct emissions come from buildings (heating and air conditioning), and from vehicles owned or leased by the Group, which are mainly company and service vehicles. To calculate these emissions, Lectra uses emission factors from ADEME (the French Agency for Ecological Transition) and other recognized databases. Limitations: vehicle-related emissions are calculated on the basis of kilometers traveled by the fleet. Data on refrigerant leaks are estimated for the tertiary sites as a whole. ➞ Scope 2: indirect energy-related emissions Scope 2 indirect emissions are related to the electricity purchased and consumed by the Group. Lectra uses emission factors from the International Energy Agency and ADEME databases to measure these emissions, ensuring that the most recent versions available are used. Limitations: in the same way as for scope 1, emissions related to vehicle electricity consumption are calculated on the basis of kilometers traveled. ➞ Scope 3: other indirect emissions Scope 3 encompasses other indirect emissions, inter alia emissions related to the use of products sold. Lectra applies specific factors derived from life cycle analyzes performed for each equipment range in the catalog for this category of scope 3 emissions. The Group records the number of equipment units sold each year and applies these emission factors, which correspond to the consumption of electricity and services, with a portion calculated based on financial data, and since 2025, emissions related to major purchases of steel frames calculated based on physical data. Several emission factors are applied, including an emission factor to recover the percentage of recycled steel present in the chassis. For the other scope 3 categories, emission factors based on monetary data or recognized databases are used. Limitations: some data that are not otherwise available are estimated, e.g. the volume of waste generated by tertiary buildings; and home- workplace commuting emissions that are extrapolated from an employee survey. Additional information on the calculation of the carbon footprint by GHG Protocol category is provided in Appendix 6.
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02 - SUSTAINABILITY REPORT 84 Lectra - 2025 Annual Financial Report
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02 - SUSTAINABILITY REPORT 85 Lectra - 2025 Annual Financial Report ➞ Recalculations and methodological changes The 2022 and 2023 GHG assessments have been recalculated compared to the version published in the 2024 Sustainability Report to improve the reliability and comparability of the data. Two main adjustments were made: ■ integration of emissions related to recent acquisitions (Suzhou industrial site, TextileGenesis and Launchmetrics): CO2eq emissions generated by these scopes in 2024 were added retroactively to the 2022 and 2023 assessments; ■ harmonization of the calculation method for scope 3 emissions (category 3.11): the method used in 2024 has been adopted for all years. It is now based on more accurate measurements of electricity consumption per range of equipment sold. Emissions in this category have therefore been fully recalculated for each year since 2022. GHG emissions (tCO2eq) 2022 (reference year) (2) 2023 (2) 2024 2025 (3) % N/ N-1 2030 % of reduction vs 2022 Scope 1 1,766 2,167 2,167 1,872 -14% - 25 % 6% 1.1 Emissions from production of electricity, heat or steam 386 370 355 288 -19% - -25% 1.2 Emissions from transportation of materials, products, waste and employees 1,182 1,680 1,759 1,506 -14% - 27% 1.3 Emissions from physical or chemical processing (1) - - - - - - - 1.4 Fugitive emissions 198 117 53 78 47% - -61% Scope 2 (location-based) 2,118 1,706 1,614 1,427 -12% - 25 % -33% 2.1 Indirect emissions related to electricity 2,118 1,706 1,614 1,427 -12% - -33% Scope 2 (market-based) 2,079 1,478 1,488 811 -46% - 25 % -61% 2.1 Indirect emissions related to electricity 2,079 1,478 1,488 811 -46% - -61% Scope 3 536,330 353,376 286,889 253,583 -12% - 20 % -53% 3.1 Purchased goods and services 165,289 126,942 63,194 64,726 - - - 3.2 Capital goods 1,315 399 515 527 - - - 3.3 Fuel and energy-related activities not included in scope 1 or 2 1,090 982 980 1,004 - - - 3.4 Upstream transportation and distribution 11,560 5,991 10,419 10,672 - - - 3.5 Waste generated in operations 221 223 228 234 - - - 3.6 Business travel 4,475 4,631 4,811 4,928 - - - 3.7 Employee commuting 657 835 681 698 - - - 3.8 Upstream leased assets 267 594 5,824 5,965 - - - 3.9 Downstream transportation and distribution (1) - - - - - - - 3.10 Processing of sold products (1) - - - - - - - 3.11 Use of sold products 350,595 212,182 199,645 164,357 -18% - -53% 3.12 End-of-life treatment of sold products 861 597 591 471 -20% - -45% 3.13 Downstream leased assets (1) - - - - - - - 3.14 Franchises (1) - - - - - - - 3.15 Investments (1) - - 1 1 - - - Total (location-based) 540,214 357,249 290,670 256,882 -12% - 20 % -52% Total (market-based) 540,175 357,021 290,544 256,266 -12% - 20 % -53% (1 )These GHG Protocol categories are not applicable to the Group's activities. (2) The carbon assessments for the years 2022 and 2023 were recalculated using more relevant emission factors, taking into account new measurements of the electrical consumption of sold equipment and including emissions related to new acquisitions, in order to make them more accurate and representative of reality. (3) Scope 3 of the 2025 carbon footprint is estimated based on the assumption that emissions items 3.11 and 3.12 (consolidated with actual data at the end of 2025) represent 65% of this scope. The corresponding estimated figures are shown in grey. Changes Continuous e̸orts are being made to reduce the Group's greenhouse gas emissions. Changes in the GHG assessment from 2022 to 2025 confirm the e̸ectiveness of the actions implemented. Between 2022 and 2025, Scope 1 and 2 emissions decreased by 30% (since the update of the 2022 reference year and integration of acquired companies) illustrating the e̸orts and investments made to improve the energy e̹ciency of the buildings. Conversely, emissions from refrigerant leaks increased due to a refrigerant gas leak at the Tolland industrial site. A significant reduction in scope 3 emissions is seen between 2022 and 2025, mainly because of the slowdown in machine sales. This decrease is also the result of e̸orts to optimize consumption. The significant reduction in scope 3 emissions could justifiably lead to the 2030 objective being revised. However, the climate transition plan was drawn up in a more stable context, which then o̸ered the necessary visibility to set medium-term targets, taking equipment sales projections into account. As announced in its financial press releases, 2025 is an unprecedented year in terms of macroeconomic and geopolitical environments, punctuated by successive announcements since March which have made it impossible for the Group to reiterate its annual sales objectives. Therefore, despite its scope 3 performance significantly exceeding the 2030 objective, as
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02 - SUSTAINABILITY REPORT 86 Lectra - 2025 Annual Financial Report this depends on sales, the Group does not believe it is in a position to set new quantified climate objectives at this stage. The Group is continuing to implement its action plan to consolidate the progress made and remains ready to set revised objectives when the conditions are more favorable. The Group does not consider it appropriate to make commitments for 2050 for the same reasons. Carbon intensity Carbon intensity 2025 2024 2023 Net revenue (k euros)(1) 506,734 526,674 477,579 Total GHG emissions (location-based) (tCO2eq) / net revenue (k euros) 0.51 0.55 0.75 Total GHG emissions (market-based) (tCO2eq) / net revenue (k euros) 0.51 0.55 0.75 (1) The turnover used for this calculation is the same as that published in section 2 of Consolidated financial statements. 2.3.5. GHG removals and GHG mitigation projects financed through carbon credits (E1-7) No carbon o̸set project or plan to buy carbon credits is under consideration at this time. 2.3.6. Internal carbon pricing (E1-8) No internal carbon pricing projects are being carried out within the Group. 2.3.7. Anticipated financial e̸ects from material physical and transition risks and potential climate-related opportunities (E1-9) Due to the use of phase-in dispositions, the Group does not report on these data.
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02 - SUSTAINABILITY REPORT 87 Lectra - 2025 Annual Financial Report 2.4.1. Vision and strategic objectives In place since 2023, Lectra's eco-design policy is part of a continuous improvement approach that improves the overall performance of its o̸ers and transforms industrial constraints (quality, costs, deadlines, safety) into competitive advantages. This policy aims to respond to actions envisaged as part of the Group's climate transition plan, to limit the use of resources, and to promote the circular economy. Three key objectives are defined: ■ reduce the environmental impact of equipment design and manufacturing by optimizing their design and minimizing the resources used (ESRS E1 climate transition plan); ■ promote sustainable management of end-of-life equipment by facilitating its recycling or reuse in order to limit waste (ESRS E5 circular economy); ■ reduce the impact of the customers' use of equipment, by developing solutions that improve energy e̹ciency and reduce greenhouse gas emissions (ESRS E1 climate transition plan). Ten major commitments are being implemented in the areas of materials and life cycle, resources and the environment, and social and safety issues: 2.4.2. Implementation and resources allocated Management and resources The Chief Technology O̹cer is responsible for ensuring that this policy is properly applied. Lectra invests, on average, nearly 13% of its annual revenues in R&D to enhance and launch new o̸ers. A team dedicated to eco-design has been part of the R&D teams since 2022. Around ten ambassadors also work within the Group on projects to reduce environmental impacts. Methodology and tools Based on ISO 14040 and ISO 14044 standards, the life cycle assessment (LCA) methodology used by the eco-design teams is divided into four main, interdependent phases: ■ definition of goals and scope of assessment; ■ analysis of basic flows of exchanges between the environment and the equipment during its life cycle; ■ modeling data and assessing the environmental impact of the life cycle; ■ interpretation and communication of the results and indicators that measure the potential impacts on air, water, and other natural resources. The eco-design team ensures that each new generation of equipment is systematically subjected to an LCA, based on an average lifespan of 12 years for cutting systems. The teams use recognized tools such as the ecoinvent database and the SimaPro simulation software to identify, quantify and minimize environmental impacts. The key indicators for the LCA include: ■ climate change (kg CO2 eq); ■ exhaustion of mineral and fossil resources (kg Sb eq); ■ eutrophication of water (kg PO4 eq). 2.4.3. Eco-design actions Recyclability and end-of-life of equipment As part of a project focused on the equipment end-of-life (disposal) stage, in 2024 the eco-design teams defined a new indicator: the recyclability rate. For each item of equipment, this indicator was calculated as per standard NF EN 16524. The aim is to evaluate the proportion of a product's materials that can be recycled at the end of its life cycle, based on such factors as ease of separation, the materials used, and the facilities available for collection and processing. The recyclability rate is expressed as a percentage, quantifying the proportion that can be recycled and reused, thus reducing the waste sent to landfill. 2.4 Eco-design policy
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02 - SUSTAINABILITY REPORT 88 Lectra - 2025 Annual Financial Report ➞ The theoretical recyclability rate of the Vector range of cutters reaches 84%. The teams have also established a disassembly protocol as part of this project. Lectra has been providing practical disassembly guides since 2025. The procedures and recommendations presented in this guide enable customers and recycling companies to properly separate the di̸erent types of materials used in die cutters and to recycle them in the best possible way (ferrous and non-ferrous metal, plastics, waste electrical and electronic equipment, cables, etc.). These practical guides have been adjusted and written to apply to all cutters. The eco-design policy also concerns the consumables used in cutting room operations. The main e̸orts since 2023 have focused on the single-use paper employed in each cutting cycle. Lectra France and the subsidiaries in Italy, Spain and Portugal obtained "FSC(17) Chain-of-Custody" (CoC) certification in September 2023. Lectra extended this certification to the German subsidiary in 2025. Certification is valid five years, and was confirmed by the certification body in September 2025. Choice of eco-design of equipment In 2025, Lectra began work on the traceability of recycled steel with its suppliers of chassis, the largest component of Vector cutting systems. The purpose of this work is to set a minimum threshold value for recycled steel in all the frames concerned, thereby reducing their environmental impact. The modular design of the systems makes it easier to replace, repair, or upgrade components and thus extend the useful life of cutting systems. Equipment families have been incorporating energy-e̹cient turbines since 2024, which reduce idling time and, therefore, lower electricity consumption. For example, a reduction in energy consumption of around 30% to 40% has been achieved and measured for the new generations of Vector iX2 and Vector Q2 cutters. Sensors integrated into the equipment allow customers to calculate and visualize the environmental impact of their design choices (material, process, energy consumption) via dashboards. Lectra is also committed to enhancing preventive and predictive maintenance (made possible by sensors integrated into the Vector range) and remote troubleshooting services, maximizing equipment lifespan and reducing the need for replacement. Work to create a sustainability index for Lectra o̸ers has been underway since the summer of 2025. This index will be based, in part, on criteria such as the availability and price of spare parts, ease of dismantling the product, and the existence of technical documentation. It will also take reliability indicators into account, such as the performance of the product, its resistance to stress and wear, the ease of its maintenance and servicing, or the warranty period. Key metrics and targets Lectra is committed to developing 100% of its new equipment using the eco-design approach: this means that environmental impacts are systematically monitored. The final technical choices are the result of a process of trading o̸ and compromise with traditional industrial performance constraints, such as quality, costs, deadlines, and safety. Lectra is committed to ensuring that its new cutting systems have a minimum recyclability rate of 80%. Lectra is committed to reducing its impact on resources by incorporating recycled steel into the frames of its multi-cutting systems. This recycled steel represents 50% or more of the component in question. The Industrial Department will formalize this commitment in 2026 for all chassis suppliers. Lectra is committed to optimizing the energy consumption of its new equipment and therefore its CO2 emissions. Lastly, the Group has implemented an action plan to reduce its waste production within its industrial scope. This waste is mainly packaging cardboard and plastic, together with paper used for cutting tests. Data on waste valorization other than recycling, and on disposal circuits, are not available for this report. The Group will endeavor to improve on this point in the coming year. Waste (in tons) 2025 2024 (1) 2023 Non hazardous waste 455.58 490 454 Hazardous waste 2.21 1 7 Total 457.79 491 461 (1) The Suzhou, China industrial site was included in the waste reporting scope for the first time 2024. Waste (in %) 2025 2024 (2) 2023 Waste recycled 88% 74 % 66 % Waste reused 0% 0 % 0 % (2) The methodology for data collection and calculation was improved and made more reliable between 2023 and 2024. (17) Forest Stewardship Council FSC® certification Chain-of-Custody of paper consumables
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02 - SUSTAINABILITY REPORT 89 Lectra - 2025 Annual Financial Report Lectra supports its customers at every stage of their product's life cycle topics achieve their sustainability objectives, by acting on: ■ supply chain traceability: guaranteeing the transparency and reliability of material flows and partners; ■ optimizing textile and leather consumption: - more sustainable creative processes: promoting eco-design and the integration of environmental criteria from the development phase; - the implementation of virtuous manufacturing processes: optimize the consumption of resources and reduce negative impacts throughout production; - the launch of responsible marketing strategies: promoting collections and building campaigns aligned with values of social and environmental responsibility. 2.5 Contribution to improving the environmental impact of users of Lectra solutions – ESRS E5 (Resource use and circular economy) As detailed in the introduction to the Annual Financial Report, Lectra's business model concentrates on operations in three sectors: fashion, automotive and furniture. However, to facilitate understanding of the Group's added value and its solutions for reducing its customers' environmental impact, this section focuses on customers' impacts identified in the life cycle assessment of a fashion product (see on customers' impacts identified in the life cycle assessment of a fashion diagram below), because fashion is the sector in which those impacts are greatest. The fashion value chain is one of the most complex of any industry. It is both globalized and highly fragmented; its activities are divided among a multitude of players with varying processes and di̸ering levels of digitization and automation. Product development, cutting and manufacturing continue to be handled largely by manual processes. This fragmentation of the value chain, combined with the di̸ering levels of digitization, contributes to a lack of transparency and limitations on the control exercised by brands. The di̸erent stages of a garment's life cycle and the Lectra solutions that support them
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02 - SUSTAINABILITY REPORT 90 Lectra - 2025 Annual Financial Report 2.5.1. Traceability: a driving force for transparency in the textile and leather industry The traceability of purchased materials is a central issue for fashion companies. In fact, the production of raw materials alone accounts for 38% of greenhouse gas emissions over a textile product's entire life cycle. This stage is also very water- and energy-intensive, and often located in low-cost countries where working conditions and respect for human rights are di̹cult to monitor. In addition, more than 35 new sustainability-related regulations are expected to come into force worldwide within two to four years(18). This further complicates compliance management and the fight against fraud (paper certifications, manual processes). Lectra proposes TextileGenesis to overcome these challenges. It is a digital solution that enables each commodity transaction to be traced through a system of digital tokens. This end-to-end approach facilitates data collection and sharing, reduces the risk of fraud, and enables compliance responsibilities to be fairly distributed. TextileGenesis has been adopted by the majority of the sector's ESG standards today, and allows brands to access information throughout the value chain quickly, while securing their investments in responsible materials. ➞ Guaranteeing the traceability of sustainable materials The platform is based on Fibercoin™ technology, which digitizes certified fibers from their origin. Each digital token corresponds to a physical quantity of material, preventing duplication and providing reliable traceability up to the finished product. TextileGenesis covers all the strategic materials for responsible fashion: ■ certified cellulosic fibers (viscose, lyocell, modal); ■ responsible cotton (Better Cotton, Supima, CmiA, organic cotton); ■ recycled materials (polyester, nylon, cotton, wool); ■ animal fibers (wool, cashmere, silk) and responsible leather. The platform o̸ers complete coverage of traceability needs for certified and conventional materials, through its integration with more than 90% of ESG standards (GRS, RCS, OCS, FSC, Canopy, Good Cashmere Standard). ➞ Satisfying environmental regulations TextileGenesis helps brands comply with key laws and guidelines: ■ EUDR (deforestation): data collection down to the agricultural plot and risk analysis via OpenAtlas (satellite data); ■ ESPR (eco-design) / DPP): traceability to feed the digital passports produced and support the circular economy; ■ AGEC, Green Clair Directive, CSRD: automation of alerts in case of missing documents, verification of certificates and extraction of data for regulatory reporting. These features enable companies to secure their supply chains and demonstrate compliance in an increasingly demanding regulatory environment. ➞ Integration with Life Cycle Assessment (LCA) In partnership with Peftrust(19), TextileGenesis links its traceability data with LCA calculations to provide reliable indicators on the environmental impact of products. This integration facilitates the measurement of scope 3 emissions and supports brands' climate objectives. ➞ Advanced technologies for data reliability The platform uses artificial intelligence and OCR (Optical Character Recognition) tools to automate the validation of transaction documents (invoices, purchase orders, certificates). This technology guarantees more than 95% e̹ciency, reduces human error and enhances the credibility of environmental data. ➞ Benefits for brands TextileGenesis brings strategic value to companies by allowing them to authenticate their environmental claims: they can prove the origin of the fibers, the proportion of recycled materials and compliance with ESG standards. This reinforces the credibility of their commitments to consumers and authorities. By automating data collection and validation, the platform significantly reduces regulatory risk. It also o̸ers seamless integration with internal systems and reporting tools, facilitating the preparation of reporting and life cycle assessments. TextileGenesis o̸ers global support: multilingual training of suppliers, continuous technical support and easy-to-use digital tools. This collaborative approach ensures rapid and e̹cient adoption. TextileGenesis is therefore not limited to technical traceability: the solution is a strategic lever to guarantee environmental compliance, authenticate sustainable materials and integrate data into reporting and LCA tools, thus contributing to value chains which are transparent, responsible and aligned with climate objectives. By the end of 2025, over 4 billion units(20) had been traced in the TextileGenesis platform, which is used by more than 250 brands worldwide, enabling unprecedented levels of traceability to be attained. (18) Sustainable Raw Materials Will Drive Profitability for Fashion and Apparel Brands, BCG x Textile Exchange, Oct 23 (19) Peftrust: Life Cycle Assessment (LCA) platform for calculating the environmental footprint of products using the PEF (Product Environmental Footprint) methodology (20) Unit means a garment : a shirt, pants, a dress, a shoe, etc.
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02 - SUSTAINABILITY REPORT 91 Lectra - 2025 Annual Financial Report 2.5.2. Optimizing textile and leather consumption with Lectra solutions ➞ Sustainable product creation The creation of a collection generates a lot of waste: physical prototypes, fabric scraps, unsold items and defective products. In addition, 40% of companies say they do not have a dedicated solution for managing product(21) data, which limits the ability to integrate environmental criteria from the design stage. The balance between the need for novelty, profitability, and sustainability is often detrimental to the environment: brands may be forced to increase volumes, in order to meet minimum order quantities (MOQs), leading to high unsold rates. Lectra supports its customers with Retviews, which provides real-time market analysis to adjust collections and develop only the best- positioned products (both in terms of price and assortments) thereby limiting unsold inventory. Kubix Link centralizes data from TextileGenesis, Retviews and other life cycle assessment tools, among others. Combined, they allow the customer to assess the environmental impact of products, make better sourcing decisions using the previous season's supply chain data, create collections with a lower carbon footprint, and build trust by ensuring that collections meet recognized certification standards. All to avoid unsold products and finished product waste. Thanks to its highly precise software for design (Kaledo, Modaris and Accumark), pattern-making, and product lifecycle management specially designed for the fashion industry, Lectra reduces the need for physical prototypes. These tools provide an accurate, comprehensive view of the style and fit of the garment, its ecological impact, its components and their origin, as well as its production cost. This makes it possible to validate the garment digitally on the basis of its economic and ecological characteristics, while ensuring the feasibility of its subsequent production – even before developing the first physical prototype. Alongside this, Launchmetrics optimizes the use of prototypes for the pre-launch phases (e.g. for fashion weeks and press relations), thus obviating the need for multiple duplicates to ensure their availability during press campaigns, and significantly reducing the carbon impact logistics between fashion presentations and shooting locations. ➞ Implementation of virtuous manufacturing processes Manufacturing is a critical stage, which is impacted by market volatility, fragmented operations, and cost pressures. Fashion products, and garments in particular, are intrinsically complex. Beyond the brand identity aspect, which encourages brands to constantly renew and diversify their styles to meet the expectations of varying communities and generations of consumers, garments must also adapt to all body types. The variety of materials, their mechanical and technical properties, patterns, designs and components is almost infinite. To satisfy increasingly volatile demand, the pace and volume of work in development and production are accelerating. The fragmentation of operations and the pressure on costs are additional constraints. As a result, development and cutting operations in the fashion industry must take an ever-increasing number of parameters into account in order to remain e̹cient, sustainable and profitable. In addition, this manufacturing remains very manual: the sector is facing a shortage of skilled labor and high turnover, due to the bad reputation of the textile industry caused to numerous scandals over the past fifteen years. The numerous iterations due to manual work lead to errors and cause losses in raw materials and working time, resulting in financial costs for brands. These manual phases do not allow data to be collected, either which is essential for improving their performance. The investments needed to modernize equipment and adopt more sustainable practices are often a hindrance, especially for smaller structures. Lectra is responding to these challenges with Valia Fashion, which digitizes and automates cutting workflows, reducing fabric and energy consumption. The solution uses automated calculations to estimate fabric consumption, allowing customers to only order what they need and thus reducing waste. It also allocates orders to di̸erent cutting equipment, by taking into account multiple constraints and parameters (e.g. size) to optimize scenarios and thus limit fabric waste. This automation limits human error and frees up time for operators to manage their production rather than react to it. Valia Fashion provides customers with dashboards showing the key performance indicators of their production, enabling them to make repeated improvements, but also to meet the transparency and compliance requirements for their manufacturing processes. (21) Source: Coresight Research, November 2022
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02 - SUSTAINABILITY REPORT 92 Lectra - 2025 Annual Financial Report Information on manufacturing processes is accessible to brands, retailers and subcontractors through TextileGenesis, enabling them to make better decisions about their production. They can prioritize sourcing from countries that use clean energy and from producers whose equipment and production models are less energy- and resource-intensive. The Empower Fashion maintenance contract enables customers to extend the life of their cutting equipment: ■ up to 90% of incidents are resolved remotely for the latest generation of Lectra equipment, thus reducing the carbon footprint; ■ equipment which is properly maintained prevents waste and additional cuts. ➞ Launch of responsible marketing strategies The launch of collections and marketing strategies are also sources of waste: in fashion, the average return rate can be up to 30% in e- commerce(22), which increases the logistical and environmental footprint. Fashion shows have a high environmental impact, from the international travel required for press, buyers and influencers, to the use of paper invitations and the emissions generated by courier delivery. On this specific aspect, Launchmetrics helps brands to digitize all or part of the organization of events and fashion shows. Digital events reduce the need for press and buyers to travel abroad to view collections, further reducing the carbon footprint typically associated with fashion shows. Launchmetrics also improves how samples loaned to celebrities or influencers as part of events or marketing campaigns are tracked, thus reducing waste. In addition, the solution o̸ers brands a benchmark of their sustainability performance across media, influencers, partners and proprietary channels, o̸er a unique view of the perception and valuation of sustainable initiatives on the market. Inventory management remains complex, however, and overstocking is becoming more common with the proliferation of distribution channels and a lack of visibility over inventories. As mentioned above, Retviews helps to adjust the business strategy to avoid overstocks from the start. The Neteven solution, an online sales management platform, enables products to be o̸ered on the right distribution channels to the end customer (while facilitating multi-channel stock management). The interconnection with Kubix Link enables reliable product information to be delivered, which the consumer will need to make an informed purchase aligned with his or her values. The reliability of data such as origin, components and product certifications through TextileGenesis allows brands to combat greenwashing. Specific solutions for the automotive and furniture sectors While many Lectra solutions have been developed to meet the specific needs of customers in the fashion industry, a number are also applicable to the automotive and furniture sectors (e.g. for optimal nesting for cutting). For cutting leather, which is widely used in both sectors, the Versalis cutting solution, and Digital Marking in particular, provides virtual identification of hide defects. The ideal cutting layout is then calculated based on the defects. Combined with zero bu̸er cutting, this comprehensive solution allows the customer to maximize hide yield. In the automotive industry, material – whether leather or technical textiles – represents a significant expense. Algopex provides customers with real-time production data (material consumption, energy, associated CO2 emissions, etc.) along with tailored advice on how to adjust their practices. Like Valia Fashion for the garment industry, the Valia Furniture solution optimizes furniture production through on-demand manufacturing. For example, a sofa will only be produced if it has been ordered by a consumer, thus reducing the risk of unsold items and therefore waste. This makes products easily customizable and tailored to individual preferences, maximizing customer experience and satisfaction, and therefore increasing the likelihood that they will keep their product for as long as possible. Related investments Lectra invested more than €3 million in 2025 (see OpEx eligible for the taxonomy in section 2.7) in software research and development for its customers on material saving subjects. (22) Several industry studies (Forrester, Statista, McKinsey) advance figures of between 25% and 30% for the average return rate (e-commerce fashion).
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02 - SUSTAINABILITY REPORT 93 Lectra - 2025 Annual Financial Report 2.6.1. Environmental regulatory changes strengthen Lectra’s market presence Lectra strives to closely support its customers in meeting their needs, particularly with regard to environmental regulations. Because the textile sector is subject to ever-increasing, ever more stringent demands, Lectra is proactive in anticipating new standards and/or trends, with solutions for customers that facilitate compliance. Traceability and transparency become fundamental consumer demands, and the emerging regulatory framework is moving in the same direction, as shows the France's 2017 Law on the Duty of Corporate Vigilance, that was extended in the European Union's Corporate Sustainability Due Diligence Directive (CSDDD). Lectra is strategically positioned in this area, with the eraly 2023 acquisition of TextileGenesis, which allows customers to track the origin of materials used in their products. Going beyond traceability, the European Union's Ecodesign for Sustainable Products Regulation, which came into force in 2024, introduced the concept of the Digital Product Passport (DPP). Goal: provide detailed, transparent information on products throughout their lifecycle. The DPP can include a variety of information: ■ origin of materials: details on the sources of raw materials used in manufacturing the product; ■ sustainability certifications: information on environmental certification or status achieved by the product; ■ environmental impact: assessments of the carbon footprint and other ecological impacts related to the production, use and end- of-life of the product; ■ instructions for recycling and end-of-life: responsible disposal recommendations for the product. Kubix Link, designed to manage all stages in the product life cycle in connection with other Lectra solutions or third-party systems, is able to consolidate and organize the wealth of data required to produce the digital product passport for the fashion industry. France has imposed an o̹cial methodology for the environmental labeling of textile products, based on the Life Cycle Assessment (LCA) and the European PEF (Product Environmental Footprint), since October 1, 2025. This system, which is voluntary but supervised, aims to inform consumers about the environmental impact of products via a single score incorporating several indicators (GHG emissions, water consumption, fossil resources, sustainability, microfibers). Brands that provide a score must respect the standardized graphic charter and deposit their data on the public portal. This initiative, although not mandatory, is part of the Climate and Resilience and AGEC(23) laws, and is a major lever for transparency and eco-design. It responds to the growing expectations of consumers and retailers. Today, Lectra is the only technology company in its sector capable of partnering with its customers to meet these transparency requirements, from product development to production, and from collection management to marketing, e-commerce and traceability. Furthermore, companies are now required to report on their balance of greenhouse gas emissions and to implement strategies for reducing their carbon footprint, often drastically, with the aim of becoming carbon neutral by 2050. Lectra o̸ers its customers solutions for collecting valuable information on their raw materials (textiles or leather), which often account for a large share of their scope 3 emissions. Optimizing the consumption of these materials using Lectra technologies (precise cutting, on-demand manufacturing, 3D virtual prototyping, etc.) naturally helps to reduce emissions. Finally, since the new generations of cutting-room equipment are more energy-e̹cient, they directly contribute to reducing users' scope 2 emissions. 2.6.2. Declining demand for Lectra o̸erings due to changing consumer patterns The trend to consume less, but better, is leading to new purchasing methods and new business models for brands and retailers. For instance, according to ThredUp's annual Resale 2025 report, the global second-hand market in fashion is growing at an unprecedented rate and is expected to reach $367 billion by 2029. This sector is growing 2.7 times faster than the global apparel industry as a whole, reflecting a profound shift in consumer behavior and retail strategies. In 2024, a record 58% of consumers bought second-hand clothes, with the youngest generations (18–44 years old) leading the way. Motivated by a̸ordability, durability, and the pursuit of unique style, today's shoppers prioritize quality and resale value when shopping. In fact, 47% of consumers are more likely to make their first purchase from a brand that o̸ers take-back programs, highlighting the role of resale in building customer loyalty. Reselling has an interesting mix of short- and long-term benefits for brands. Customer acquisition and revenue diversification are immediate gains, while improved sustainability performance and greater branding control in the aftermarket provide long-lasting competitive advantages. These new behaviors are also evident in the growing interest in second-hand goods and rental services. Increasing numbers of consumers are choosing refurbished goods or opting for trade-in arrangements that contribute to recycling or reuse. The transition to these more sustainable practices could reduce demand for new products, thus a̸ecting overall demand for Lectra cutting solutions. Conversely, adopting these new modes of consumption and distribution opens up potential sources of revenue for Lectra's customers, but also increases operational complexity. This may secure sales performance while encouraging investment in technological solutions to improve the management of this complexity. Consequently, to compensate for lost market share due to these changes in consumption, Lectra will need to step up its sustainability e̸orts in order to di̸erentiate itself and turn this into a real competitive advantage. (23) AGEC Law = "Anti Gaspillage et Economie Circulaire" - Anti-Waste and Circular Economy Law in english 2.6 Issues specific to Lectra
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02 - SUSTAINABILITY REPORT 94 Lectra - 2025 Annual Financial Report 2.7 Environmental Taxonomy Application of the EU Green Taxonomy regulation The European Commission's establishment of “Green Taxonomy” regulations for economic activities in 2018 is based on a simple principle: creating a European classification system for sustainable activities and introducing a nomenclature of economic activities according to their contribution to climate and environmental objectives. An economic activity is considered Taxonomy-eligible if it contributes to the achievement of one or more of the six environmental objectives below and is included in the list of activities in EU Taxonomy Climate Delegated Regulation 2021/2139 and Environment Delegated Regulation 2023/2486. These environmental objectives are: climate change mitigation, climate change adaptation, sustainable use and protection of water and marine resources, transition to circular economy, pollution prevention and control, and protection and restoration of biodiversity and ecosystems. In 2024, all FAQs and reports from the Sustainable Finance platform were taken into account in the study conducted by Lectra. The Taxonomy delegated act 2026/73, published on January 8, 2026, introduces a materiality threshold of 10%. Below this threshold, companies may choose not to analyze the eligibility or alignment of activities that, cumulatively, represent less than 10% of the denominator of key performance indicators: turnover, CapEx or OpEx. In 2025, the Group analyzed the eligibility of activities for the six environmental objectives. As discussed in the reports of earlier years, the Group’s direct activities, described in detail in the "Management Discussion and Analysis", only have a very limited impact on climate change (see chapter above on the climate transition plan). Lectra publishes three indicators: the share of turnover, capital expenditures (CapEx), and operating expenses (OpEx) that are eligible under the European Green Taxonomy Regulation and its delegated regulations. 2.7.1. Proportion of eligible turnover Analysis of Lectra's activities In 2021, the Group had already analyzed the eligibility of its activities with respect to the first two environmental objectives (climate change mitigation and climate change adaptation). The Group has identified three major categories of activities that correspond to the principal dimensions of its o̸er: the sale of cutting equipment, software, and the maintenance activity related to those two categories. In 2022, these activities had already been not eligible under the first two environmental objectives. In 2023, the analysis was extended to the additional four environmental objectives. The preliminary phase of the analysis eliminated maintenance from the scope of sustainable activity, because it is not included in the activities and sectors described by the European Commission in the Delegated Acts, and it is therefore not eligible under the Green Taxonomy for the six climate change objectives. The activity consisting in the manufacture and sale of cutting equipment was examined in light of the "manufacturing" activity identified in the EU Commission classification. While the Group supplies fabric cutting equipment that enables its customers to optimize material utilization and energy, and thus improve their own environmental impact, the manufacture of equipment is not eligible under the environmental objectives linked to circular economy or pollution prevention and control in the delegated acts covering Lectra’s activity. Through the activity consisting in the sale of software, Lectra supplies customers with solutions that contribute value to three major objectives: material optimization (through design and development), digitalization of collaborative processes; and reliable, secure and fully digitalized chain-of-custody mapping of materials. These o̸ers make a contribution to the environment by allowing customers to avoid or reduce their negative impacts. Accordingly, the following Lectra Group o̸ers that are taxonomy-eligible under activity 4.1 "Provision of IT/OT data-driven solutions and software", under the "Transition to circular economy" objective are: ■ TextileGenesis; ■ Diamino; ■ Accunest; ■ Quick et Flex O̸er; ■ CA Design Concept 2D3D; ■ Kaledo; ■ Valia's o̸er since 2025. The Kubix Link o̸er focuses on optimizing production processes in the fashion and textile industry through advanced technological solutions, such as data analysis and artificial intelligence. Enabling customers to better manage their resources, reduce material waste, and optimize their supply chain, Kubix Link contributes to more sustainable production. The environmental benefits include a significant reduction in textile waste, lower energy consumption and optimized transportation, which contributes to reducing greenhouse gas emissions. This part of the activity is therefore eligible for classification under the "Circular economy" category 4.1, "Provision of data-driven IT/operational solutions", and under the Climate Change Mitigation category 8.2, "Data-driven solutions for GHG emissions reductions".
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02 - SUSTAINABILITY REPORT 95 Lectra - 2025 Annual Financial Report Proportion of taxonomy-eligible turnover in respect of the environmental objectives In light of the analysis of the eligibility of its activities under the six environmental objectives, the Group has determined that the proportion of Taxonomy-eligible turnover in respect of the first phase of the Green Taxonomy is 8.5%. As this ratio is below the 10% materiality threshold, the Group has not analyzed the alignment of revenues. 2.7.2. Proportion of taxonomy-eligible CapEx and OpEx Definition of the ratios under the Green Taxonomy Taxonomy-eligible CapEx and OpEx are costs incurred in relation to assets or processes associated with eligible activities, in CapEx/ OpEx included in a plan aiming to extend a sustainable activity or to make an activity sustainable, or in individually eligible CapEx/OpEx. The investments (CapEx) to be examined in analyzing the ratio of Taxonomy-eligible CapEx are the new tangible and intangible assets of the period, the acquisition of rights of use (within the meaning of IFRS 16), and acquisitions related to business combinations during the fiscal year. The CapEx taken into account is reconciled with the statement of changes in fixed assets. Operating expenses (OpEx) to be considered in the analysis of the Green Taxonomy OpEx ratio include certain non-capitalized direct costs, including research and development and IT solution provision costs, building renovation, maintenance, upkeep, and repair costs, short-term leases, direct expenses related to the maintenance of tangible assets necessary for their proper functioning, the installation, maintenance, and repair of electric vehicle charging stations inside buildings (and in parking lots attached to buildings), and the costs of maintaining green spaces. Eligible ratio CapEx The aim is to compute the following ratio for Lectra’s capital expenditure: Eligible CapEx Total CapEx within the meaning of the Green Taxonomy The review of CapEx determined eligibility for investments relating to building renovation (CCM activity 7.2(24)), improved energy e̹ciency (CCM activity 7.3) and to long-term vehicle leases (IFRS16), (CCM activity 6.5). In addition to these capital expenditures, there is the renewal and acquisition of leases (IFRS16) (CCM activity 7.7). On this basis, the ratio of eligible CapEx to total CapEx amounted to 33.2% in 2025. The upward trend observed compared to 2024 is attributed to a lack of new acquisitions over the year and therefore a lower denominator compared to last year. Aligned CapEx ratio ➞ Analysis of substantial contribution The values of building leases under IFRS 16 generally correspond to older buildings constructed before December 31, 2020, which do not have a Class A Energy Performance Certificate. The Group has not carried out a study that would ensure that those buildings belong to the top 15% of the national building stock in terms of primary energy demand. Therefore, Lectra concluded, as in 2024, that this share of CapEx (activity 7.7 CCM) is not aligned. Regarding capital expenditure on building renovation (CCM activity 7.2) and on energy e̹ciency improvement (CCM activity 7.3), the Group has not carried out studies needed to a̹rm that the work performed meet the minimum requirements of Directive 2010/31/EU and therefore satisfy the substantial contribution criterion. Expenditure on long-term vehicle leases (IFRS 16) (CCM activity 6.5) relates to electric or hybrid vehicles; this falls within the scope of the responsible purchasing policy, but the Group is not in a position to claim that the corresponding emissions are less than 50 g/CO2 per km and that they comply with all DNSH criteria. In total, there are no eligible CapEx projects for which the substantial contribution and DNSH criteria are met for 2025. Eligible ratio OpEx The aim is to compute the following ratio for Lectra's operating expenses: Eligible OpEx Total OpEx within the meaning of the Green Taxonomy Total OpEx within the meaning of the Green Taxonomy came to 67,185 thousand euros. The review of Group OpEx concluded that Taxonomy-eligible OpEx includes operating expenses related to eligible R&D projects, that is, projects that contribute to a reduction in customers’ energy consumption (CCM activity 9.1, for example, the development of new generations of turbines, process e̹ciency, real-time display of consumption for customers, etc.); to optimization and reduction of cut material consumption (CE activity 4.1(25): for example, development of o̸ers for design and nesting, display of reduction in waste, gains in cut material, etc.); to reliable, secure and fully digitalized chain-of-custody mapping of materials (activity 4.1); and to site maintenance and improvement (CCM activities 7.2 and 7.3: for example, heating, air conditioning, site rehabilitation, energy audit), maintenance costs for green spaces and beehives at the Bordeaux-Cestas site (BIO(26) activity 1.1), maintenance and repair of electric vehicle charging stations (CCM activity 7.4), and photovoltaic panels (CCM activity 7.6). On this basis, the ratio of eligible OpEx came to 9.6% for 2025. As this ratio is below the 10% materiality threshold, the Group did not analyze the alignment of OpEx. (24) CCM = Climate Change Mitigation (25) CE = Circular Economy (26) BIO = Biodiversity and Ecosystems
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02 - SUSTAINABILITY REPORT 96 Lectra - 2025 Annual Financial Report 2.7.3. Summary tables Financial year (N) 2025 KPI Total Breakdown by environmental objectives of Taxonomy aligned activities in thousand euros % in thous and euros % % % % % % % % % % % % Turnover 506,734 8.5% - - - - - - - - - - - 28,595.0 0 5.4% CapEx 17,055 33.2% - - - - - - - - - - - - 0.0% OpEx 67,185 9.6% - - - - - - - - - - - 4,539.00 7.2% Turnover Proportion of turnover from products or services associated with economic activities aligned with the taxonomy KPI Turnover Financial year (N) 2025 Economic activity Code Breakdown by environmental objectives of Taxonomy aligned activities Text % in thous and euros % % % % % % % E when applicable T when applicable % Provision of IT/OT data- driven solutions and software CE 4.1 6.1% - - - - - - - - - - - Data-driven solutions for GHG emissions reductions CCM 8.2 2.4% - - - - - - - - - - - Aligned sum by environmental objective - - - - - - Total turnover (in thousand euros) 506,734 - - - - - - - - - - - Proportion of Taxonomy eligible activities Taxonomy aligned activities Proportion of Taxonomy aligned activities Proportion of enabling activities Proportion of transitional activities Not assessed activities considered non-material Taxonomy aligned activities in previous financial year (N-1) Proportion of Taxonomy aligned activitie in previous financial year (N-1) Climate Change Mitigation Climate Change Adaptation Water Circular Economy Pollution Biodiversity Proportion of Taxonomy eligible turnover Taxonomy aligned turnover Proportion of Taxonomy aligned turnover Enabling activity Transitional activity Proportion of Taxonomy eligible turnover that is aligned Climate Change Mitigation Climate Change Adaptation Water Circular Economy Pollution Biodiversity
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02 - SUSTAINABILITY REPORT 97 Lectra - 2025 Annual Financial Report CapEx Proportion of CapEx from products or services associated with economic activities aligned with the taxonomy KPI CaPex Financial year (N) 2025 Economic activity Code Breakdown by environmental objectives of Taxonomy aligned activities Text % in thousand euros % % % % % % % E when appli- cable T when appli- cable % Renovation of existing buildings CCM 7.2 2.3% - - - - - - - - - - - Installation and maintenance of energy efficiency equipment CCM 7.3 4.8% - - - - - - - - - - - Motorcycle, passenger car and light commercial vehicle transport CCM 6.5 14.7% - - - - - - - - - - - Acquisition and ownership of buildings CCM 7.7 11.4% - - - - - - - - - - - Aligned sum by environmental objective - - - - - - TotalCaPex (in thousand euros) 17,055 - - - - - - - - - - - OpEx Proportion of OpEx from products or services associated with economic activities aligned with the taxonomy KPI OPex Financial year (N) 2025 Economic activity Code Breakdown by environmental objectives of Taxonomy aligned activities Text % in thousand euros % % % % % % % E when appli- cable T when appli- cable % Close to market research, development and innovation CCM 9.1 0.7% - - - - - - - - - - - Provision of IT/OT data-driven solutions and software CE 4.1 5.0% - - - - - - - - - - - Data-driven solutions for GHG emissions reductions CCM 8.2 2.2% - - - - - - - - - - - Conservation of ecosystem habitats and species, including their restoration BIO 1.1 0.2% - - - - - - - - - - - Renovation of existing buildings CCM 7.2 0.1% - - - - - - - - - - - Installation and maintenance of energy efficiency equipment CCM 7.3 1.3% - - - - - - - - - - - Installation, maintenance and repair of electric vehicle charging stations inside buildings (and in parking areas adjoining buildings) CCM 7.4 0.01% - - - - - - - - - - - Installation, maintenance and repair ofrenewable energy technologies CCM 7.6 0.1% - - - - - - - - - - - Aligned sum by environmental objective - - - - - - Total OPex (in thousand euros) 67,185 - - - - - - - - - - - Proportion of Taxonomy eligible CaPex Taxonomy aligned CaPex Proportion of Taxonomy aligned CaPex Enabling activity Transitional activity Proportion of Taxonomy eligible CaPex that is aligned Climate Change Mitigation Climate Change Adaptation Water Circular Economy Pollution Biodiversity Proportion of Taxonomy eligible OPex Taxonomy aligned OPex Proportion of Taxonomy aligned Opex Enabling activity Transitional activity Proportion of Taxonomy eligible OPex that is aligned Climate Change Mitigation Climate Change Adaptation Water Circular Economy Pollution Biodiversity
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02 - SUSTAINABILITY REPORT 98 Lectra - 2025 Annual Financial Report 3. Social 3.1 Material social impacts, risks and opportunities IRO ESRS/topic IRO category Location within the value chain Time horizon Description Attractiveness, skills development and employee succession S1 Working conditions and equal treatment and opportunities for all Negative impact Risk ✔ This is both a negative impact and a risk, because these issues not only concern the well-being of employees, but are also crucial to the Group, whose success depends above all on the men and women comprising it. Corporate culture at the heart of Lectra’s transformation S1 Working conditions Negative impact ✔ As a result of the Group's acquisitions policy in recent years, cultural di̸erences and collaboration di̹culties may arise, which could have a negative impact on employees. Integration and collaboration following acquisitions S1 Working conditions G1 Risk ✔ ✔ This risk is addressed in the “Social” chapter, with a focus on the proper integration of employees of acquired companies. The “Business conduct" section describes the governance structure and processes put in place to manage this external growth. Lack of expertise and ownership of artificial intelligence by Lectra teams S1 Working conditions and equal treatment and opportunities for all Risk ✔ ✔ If artificial intelligence is not properly integrated into Lectra's practices, for example insu̹ciently trained employees, a lack of resources, this could lead to a loss of competitiveness in the job market (di̹culty in attracting and retaining talent) and shortcomings concerning team productivity. Customer-facing force transformation S1 G1 Lectra specific ✔ Represents a risk for the Group, as insu̹cient mastery of new Industry 4.0-related solutions by company teams could compromise the Group's ability to achieve its objectives. This subject is addressed primarily in the “Business conduct” section. However, skills management and training for these teams are covered by the human resources policy described below. Health and safety of Lectra equipment users S4 Safety of end-users Negative impact ✔ Lectra's equipment is designed for cutting all types of soft materials: they all work with vibrating blades, moving at high speed, apart from Focus Quantum for airbag cutting, which uses laser sources. This means that, in terms of raw risk, they are likely to have a negative impact on users. Traceability: a driving force for transparency in the textile and leather industry E5 S4 Social inclusion of end-users G1 Positive impact ✔ Mainly intended for its customers in the fashion sector, Lectra's TextileGenesis informs them of the exact origin of the materials purchased and their traceability from the fabric's fiber to the final garment: authentication of sustainable materials, transparency on working conditions, supply chain governance. The Social and Governance aspect is developed in this section. The Environment is described in section 2.5. Caption Short term Medium term Long term Upstream Own operations Downstream
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02 - SUSTAINABILITY REPORT 99 Lectra - 2025 Annual Financial Report 3.2 Human resources policy – ESRS S1 3.2.1. Introduction Lectra's employees are driven by three core values: being open- minded thinkers, trusted partners and passionate innovators. Lectra promotes an environment that respects di̸erences and diversity, work-life balance, is conducive to experimentation and is aligned with strong ethical values. Lectra has made ambitious commitments that match the material issues that were identified for its own workforce during the double materiality assessment: ▪ attractiveness, skills development and employee succession ▪ corporate culture at the heart of Lectra’s transformation ▪ integration and collaboration following acquisitions ▪ lack of expertise and ownership of artificial intelligence by Lectra teams Lectra is committed to having zero tolerance on its fundamentals. In addition, Lectra has defined four strategic ambitions for supporting and ensuring that the Group's transformation is a success: → Ambition 1: enhance Lectra's attractiveness Lectra aims to o̸er its employees a first-class experience, excellent working conditions and opportunities for career development in an environment that promotes inclusion, diversity and equal opportunities throughout their working lives. → Ambition 2: increase the employability of employees Lectra is working on skills development and succession plans for its key employees. → Ambition 3: make cultural transformation the cornerstone of the Group's other transformations The aim is to put corporate culture at the heart of Lectra's transformation with the Lectra Way project. → Ambition 4: improve internal e̹ciency with artificial intelligence This policy applies to all Group employees. The Human Resources Senior Vice-President is responsible for its application. Certain systems used in the above-mentioned initiatives are, by their very nature, primarily intended for employees with a permanent Lectra contract. They aim to foster skills development, performance and commitment over the long term. Non-permanent employees or employees on specific contracts may not be automatically covered so that resources and actions can be adapted to priority needs and the length of their employment. However, these non-permanent contracts only represent a small proportion of the workforce, as the Group prioritizes long-term relationships with its employees. The Group is gradually integrating its recent acquisitions, TextileGenesis and Launchmetrics, into all human resources processes. The deployment of the ambitions is based on the same logic. The priority is to gradually onboard the new entities into the Group's programs and practices by 2028. This integration is happening in stages, starting with pilot phases, then expanding their adoption to ensure consistency and a harmonized employee experience. Special attention was paid to the interests of key stakeholders – employees, employee representatives, and management – when developing this policy and ambitions. This notably includes, for Lectra employees, "YourVoice" an annual employee engagement survey that ensures that employees' concerns regarding the various impacts to which they may be exposed are taken into account. It also o̸ers every employee a platform for free expression. General objectives were set in conjunction with the Human Resources Department, while objectives specific to certain business areas were set with the relevant teams. The human resources policy is summarized in a document communicated to all employees and posted on the Group's website. The new human resources ambitions have been communicated to managers since the end of 2025 by means of webinars and will be available on the website from 2026. The human resources policy summarizes the Group's non-negotiable fundamentals and sets out Lectra's values and commitments. It also brings the company into line with: ▪ the Universal Declaration of Human Rights; ▪ the UN Convention on the Rights of the Child; ▪ the OECD(27)'s guidelines, to which France, among other countries, adhere; ▪ the ten Principles of the UN Global Compact; ▪ the administrative, social and fiscal obligations of the countries where the Group is established. And more specifically, Lectra is committed to applying and respecting the provisions in the fundamental conventions of the International Labour Organization (ILO) namely: ▪ the e̸ective abolition of child labor; ▪ the elimination of all forms of forced or compulsory labor; ▪ a safe and healthy working environment; ▪ the elimination of discrimination in respect of employment and occupation; ▪ freedom of association and the e̸ective recognition of the right to collective bargaining. Lectra has also distributed a Code of Ethics to all its employees, to ensure compliance with these principles. They can activate an alert mechanism, as described in section 4.2.1 of this report, in the event of a breach. Here are some key points, which illustrate the fundamentals for Lectra: Organization of labor relations Lectra is committed to ensuring a high standard of employee relations in each country to address employee concerns and aspirations. Within each subsidiary, the organization of labor relations complies with local legal obligations and regulations, which are not comparable from one country to another. The Chairman and Chief Executive O̹cer bears this responsibility and delegates authority for implementation to the local Human Resources Manager. ▪ Lectra is very active in France in promoting social relations through employee representative bodies. Two trade unions are present and participate in the collective bargaining negotiations. The Social and Economic Committee ("CSE") was created in 2019 and renewed in October 2023. It has 17 permanent members and 17 deputy members, elected by the employees. It includes the Health, Safety and Working Conditions Committee ("CSSCT") that has four elected members of the CSE. In 2025, Lectra paid 0.24% of total payroll to the CSE for its operating expenses and 1.10% of payroll for its social activities, i.e. a total of €0.7 million. An annual meeting is held with the CSE, where management shares the Group's strategic issues, including sustainability, and a Human Resources Manager focuses on organizing and managing social dialog. (27) Organisation for Economic Co-operation and Development 3.2.2. The fundamentals, non- negotiable for Lectra
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02 - SUSTAINABILITY REPORT 100 Lectra - 2025 Annual Financial Report ▪ The German subsidiary has a works council, elected for four years, composed of four representatives, which meets on average once a month after being convened by its Chairman. It is systematically consulted concerning major organizational changes and redundancies. ▪ The Spanish subsidiary has a works council, elected for four years, which includes three employee representatives. It must be consulted on any decision relating to the work organization and informed of the main decisions taken with regard to an employee (dismissal, transfer, geographical mobility). The subsidiary's management presents its results to the works council every year. Information on collective agreements Labor negociations regularly results in the signing of agreements, some of which relate to the organization of working time. A total of 57 collective agreements are in force and cover employees in France (37 agreements), Germany (4 agreements), Portugal (3 agreements), Brazil, Spain, India, Italy, the Netherlands, South Korea (2 agreements for each country) and Romania (1 agreement). This represents 65% of the workforce. These metrics are shown in the table in section 3.3. These agreements allow greater responsiveness to operational demands and thereby increase the organization's e̹ciency. In addition to seeking to achieve an internal consensus, the salary agreements aim to reconcile employee retention and containment of personnel expenses. Therefore 5 agreements were signed by the employee representatives and management in France in 2025 : work time scheduling, salaries, 2025 rider to the incentive agreement, 2025 rider to the matching contribution agreement, and job retention for people with disabilities. Other negotiations on the working hours of the Industrial Department are underway. Furthermore, a 2023-2025 profit-sharing agreement is the result of a proactive and historic decision by Lectra, and allows French employees to share in the Group's success while helping to make them more aware of its strategy. Health and safety at work Lectra strives to provide healthy, safe and pleasant working conditions for its employees, particularly those working in production environments or research and development workshops. Furthermore, the Group places great emphasis on strict compliance with local health and safety laws and regulations in each of its subsidiaries. Audits are regularly performed and prevention measures are taken where necessary. The YourVoice 2025 survey reported 83% positive opinions on Lectra’s attention to safety (80% in 2024). On many sites, compulsory training is provided to all new employees on this subject, and prevention and awareness-raising initiatives are organised at industrial sites. On the Bordeaux-Cestas industrial site (France), the Group capitalises on the complementary skills of an HSE manager, the Human Resources Department, Facility Management and the Occupational Health Department. The Health, Safety and Working Conditions Committee ("CSSCT") is consulted on a regular basis, and participates in the Company’s actions in the area. At the industrial sites in Tolland (USA) and Suzhou (China), Lectra has an in-house HSE expert to implement preventive measures and oversee performance in occupational health and safety. The Company has also validated a preventive approach to address psycho-social risk factors, implementation of which began in France in 2023. French employees are covered by a 2014 agreement, as amended in 2016, for supplementary health and disability insurance. An agreement covering workplace health and safety is in e̸ect in Italy. Occupational health and safety indicators, which were initially consolidated on the industrial scope only (Bordeaux-Cestas, Suzhou and Tolland sites), now cover the Group's entire scope. They are shown in the table in section 3.3. There were no serious workplace accidents(28) in 2025, as in 2024, and no occupational diseases were reported. Diversity, equal opportunities and inclusion An international group, Lectra has employees of nearly 80 nationalities in some 30 countries, who work together on a daily basis within globalized organizations. This reality values diversity as one of the Group's strengths, prohibiting any discrimination between individuals, particularly on the basis of age, gender, disability, religion, ethnic origin or any other grounds. Gender equality in the workplace across the Group is an integral part of Lectra's social policy. The Group works in a formalized and visible manner to promote equality in the workplace. gender balance and diversity being recognized as an opportunity for sustainable growth and performance. (28) A serious accident is an accident at work resulting in death or permanent incapacity for work at the sites.
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02 - SUSTAINABILITY REPORT 101 Lectra - 2025 Annual Financial Report Ambition 1: enhance Lectra's attractiveness Make Lectra an employer of choice, by o̸er a stimulating work environment and attractive career opportunities To attract and retain top talent, Lectra aims to o̸er its employees a high-level experience, excellent working conditions and opportunities for career development in an environment that promotes inclusion, diversity and equal opportunities throughout their working lives. Cultivating commitment helps to retain employees. The fundamentals outlined above contribute to this commitment by creating a positive working environment. In addition, Lectra is implementing structural measures to enhance its appeal and boost employee loyalty in three key areas: ▪ develop and strengthen the impact of the Lectra employer brand; ▪ optimize the recruitment process, especially internal mobility; ▪ enrich the employee experience. → Develop and strengthen the impact of the employer brand Lectra rolls out actions dedicated to the employer brand which are supported by specific branding and regular campaigns on social networks, in particular LinkedIn. This is accompanied by internal actions to empower employees and strengthen their sense of belonging. To promote understanding and support for the strategy, Lectra organizes direct exchanges between the Executive Committee and all teams throughout the year via digital sessions (Town Hall Meetings) which systematically include a live Q&A session. By 2028, Lectra is aiming for a positive response rate of over 75% to the YourVoice question "Company image and reputation" and a gender pay gap of less than 10%, after taking into account geographical and business specificities. Actions performed in 2025 ▪ video and toolkit to help our employees promote Lectra; ▪ creation and management of a LinkedIn career space ("Elevate your career with Lectra" - "Life" section). Upcoming actions ▪ creation and management of LinkedIn career spaces dedicated to key functions; ▪ interviews with sales employees to illustrate career opportunities in this profession and attract talent; ▪ review of recruitment processes and training of managers in best practices to improve the candidate experience. Performance indicators Key performance indicators 2028 target 2025 2024 2023 YourVoice score for company image and reputation Over 75% 71% 70% 76% Gender pay gap (1) (SR1 bis) Under 10% 12% - - (1): Indicator recalculated taking into account the average gender pay gap at the same hierarchical level in each country. Only levels with at least six women and six men were included. Members of the Executive Committee are excluded. → Optimize the recruitment process, especially internal mobility Lectra strives to ensure e̹cient and inclusive recruitment aligned with its values, while promoting internal mobility. This approach is based on recurring actions such as the training of Human Resources teams and initiatives to promote diversity and equal opportunities. In 2023-2024, Lectra rolled out a guide for assessing candidates' interpersonal skills based on the Lectra Way, accelerated the recruitment of sales forces and rolled out the HRIS(29) recruitment module worldwide, including internal mobility. This desire to involve employees is illustrated by the co-opting policy, which accounted for 13% of external recruitment in 2025. The goal for 2028 is to maintain a termination rate of less than 5% within six months after hiring. At the same time, actions are being taken to optimize the average time to hire. Actions performed in 2025 ▪ strengthening recruitment processes for our consumables and parts, sales, pre-sales, training and consulting functions; ▪ creating a Group recruitment policy to harmonize and improve our practices; ▪ promoting the co-opting program; ▪ valuing and increasing internal mobility (26% of positions filled internally in 2025); ▪ internalization of recruitment processes and reduced use of outside firms. Upcoming actions ▪ continued strengthening of recruitment processes for key functions; ▪ introduction of personality tests to increase the reliability of the selection process; ▪ improving the attractiveness of the employer brand and the candidate experience. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Six-month contract termination rate (1) Less than 5% 8% 5% Not calculated (1): total number of departures in the first six months following recruitment and occurring during the reporting period (regardless of arrival date and reason for departure) divided by the total number of arrivals during the reporting period. (29) HRIS = Human Resources Information System 3.2.3. Four ambitions to support the Group's transformation
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02 - SUSTAINABILITY REPORT 102 Lectra - 2025 Annual Financial Report → Enrich the employee experience Lectra places the employee experience at the heart of its transformation, by involving teams in the company's developments. The annual YourVoice employee commitment survey enables areas for improvement to be identified and action plans to be jointly developed, promoting a participatory culture and continuous improvement. The teams are responsible for framing the new action plan every year after the results have been presented to all the employees, and for reviewing the previous year's plan. In addition, each team submits two priority topics that are reviewed at the Group level. These actions are monitored, updated and reported on via a shared platform, overseen by the General Secretariat, enabling consistent implementation and consolidated reporting. This approach is based on concrete actions to provide a quality working environment and strengthen commitment: ▪ optimized working conditions: provision of tools and collaborative spaces, secure environment, organization promoting work-life balance, extended teleworking worldwide; ▪ structured and inclusive onboarding: digital onboarding upon arrival, global and specific onboarding process for sales populations, e̸ectiveness is measured six months after hiring via a survey; ▪ culture and engagement: roll-out of the Lectra Way cultural transformation program, creation of a global network of 140 cultural ambassadors by the end of 2025, implementation of rules promoting celebration, information sharing and team building; ▪ communication and proximity: regular exchanges with the Executive Committee via Town Hall Meetings, allowing transparency and direct interaction. The objective for 2028 is to reach a commitment rate of more than 65%, using these levers to strengthen employee loyalty and involvement. Actions performed in 2025 ▪ multiplying communications on the Group's strategy and creating a set of documents, "Everything you need to know about Lectra"; ▪ reinforcement of celebration activities at all our sites with at least one activity deployed per year; ▪ leveraging the best practices of the di̸erent players, to feed a continuous improvement loop; ▪ overhaul of the Group's travel policy to respond to employee expectations more e̸ectively; ▪ initiate a job classification to adapt human resources processes to the diversity of organizations; ▪ signature of a France disability agreement for the period 2025- 2028 establishing a "Un talent en plus" (one more talent) working group covering the following subjects, in particular: assistance with job retention, recruitment and induction of people with disabilities, raising employee awareness . Upcoming actions ▪ reinforcement of the YourVoice survey to optimize the process of collecting ideas to improve commitment; ▪ gradual deployment of job classifications throughout the organization, helping to harmonize the employee experience; ▪ improving the onboarding process by creating a specific charter; ▪ supplying a toolkit for new employees, their line managers, and the Human Resources team; ▪ implementation of a diversity and inclusion policy. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Employee engagement rate Over 65 % 62% 60 % 65 % Ambition 2: increase the employability of employees Lectra operates in its markets as a trusted partner, recognized for its business expertise and its grasp of customer needs. Its success therefore depends largely on each customer's experience when dealing with the Group's teams. Developing the performance and skills of the teams, enhancing the value of career paths over the long term, and retaining employees are essential challenges in a high- tech environment. The expertise of Lectra's employees and its management team necessitates a perfect mastery of the o̸ers and technologies, in addition to an in-depth knowledge of the markets which it addresses. Lectra's ambition is to ensure that employees' skills match the needs of the company, and to contribute to preparing internal mobility around three areas: ▪ anticipating and facilitating employee skills development; ▪ supporting and enhancing their performance; ▪ develop internal talent and prepare successors for key positions in the Company. → Anticipating and facilitating employee skills development Lectra has been investing in continuous training to support the development of its employees' knowledge and know-how for nearly thirty years. These actions are designed to anticipate future needs, especially in terms of leadership, and to o̸er career paths that promote employability. The ambition is for 95% of employees to receive at least one training course each year, in line with the Group's strategic priorities. Lectra has deployed a comprehensive system to achieve this objective: ▪ strategic alignment and business expertise: annual training plan systematically associating the Group's priority topics, development of certification courses on Lectra o̸ers and key business lines; ▪ targeted programs and personalized support: "The Fundamentals of Lectra Management" training course integrating the Lectra Way, individual and collective coaching, and career development opportunities allowing everyone to manage their own career path; ▪ strengthening sales and customer skills: the Sales Enablement and Customer Success Enablement teams have been specially created to develop the skills of sales and Customer Success employees with a target of certifying 95% of them by 2028; ▪ expanded access and digitalization: online training platform o̸ering hundreds of educational resources and certifications, regularly updated to meet identified needs; ▪ awareness and compliance: annual campaigns on data protection, the fight against fraud, corruption and money laundering, via specialized modules. These initiatives, combined with the Lectra Way cultural program, aim to prepare teams to meet tomorrow's challenges and increase their employability in a constantly changing environment. Actions performed in 2025 ▪ new certification courses for sales and customer-related teams on sustainability; ▪ new certification courses for sales and cusomter-related teams on industry 4.0;
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02 - SUSTAINABILITY REPORT 103 Lectra - 2025 Annual Financial Report ▪ new certification programs on new SaaS solutions for sales teams and Customer Success team; ▪ training program to support deployment of artificial intelligence tools; ▪ launch of an external coaching program in a pilot phase to support new managers when they take up their duties; ▪ roll out of Lectra management fundamentals in Europe; ▪ reinforced cybersecurity awareness program: knowledge tests, phishing tests, awareness-raising on specialized topics. Upcoming actions ▪ definition of a leadership model to support the employees concerned on the managerial skills expected at Lectra; ▪ launch of a "Live My Life" pilot program to enable employees to discover other jobs within Lectra; ▪ strengthening internal and external coaching initiatives to make them accessible to as many people as possible. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Part of average headcount having taken at least one training course in the year (SF4) Over 95 % 100% 98% 100% Part of integrated global sales employees with at least level 1 certification for the offers they are assigned to sell 95 % 96% 97% Not calculated Part of Customer Success team members certified for the solutions they are assigned to support (several objectives depending on each profile) Over 95 % of eligible people 98% 76% Not calculated → Supporting and enhancing employee performance Lectra considers individual and collective performance to be an essential lever for achieving its strategic objectives. Every year, a performance review and goal-setting campaign is organized to enable employees and their managers to take stock of the past year and to plan ahead to the year to come. This process promotes accountability, skills development and alignment with the Group's strategy. In addition, Lectra o̸ers a professional interview every two years for employees based in France, in order to discuss aspirations and development wishes and to co-construct development plans. In 2025, a pilot was launched to extend this system outside France. These initiatives aim to establish regular and constructive dialog, enabling everyone to get involved in their career path while contributing to collective performance. The objective for 2028 is for at least 95% of employees to participate in regular evaluations of their performance and career development. Actions performed in 2025 ▪ creation of a uniform process for the whole group; ▪ adaptation of the content of the annual performance campaign to include an assessment of behavior concerning compliance with the Lectra Way; ▪ deployment of professional interviews outside France in a pilot phase, to give each employee the opportunity to share their aspirations and discuss development and career opportunities with their manager. Upcoming actions ▪ deployment of the performance and objectives module to all TextileGenesis employees; ▪ integration of the leadership model into the annual performance campaign of target populations; ▪ deployment of professional interviews throughout the Group. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Part of employees having participated in regular performance reviews and career development assessments (SF1) Over 95 % 84% 84% 77% → Develop internal talent and prepare successors for key positions in the Company Lectra implements a proactive strategy to identify, develop and retain its talents, to guarantee the continuity of skills and the sustainability of strategic positions. This approach is based on three key processes deployed worldwide: ▪ talent reviews: these enable organizational needs to be anticipated while taking individual aspirations into account. They aim to identify employees with the potential and the desire to develop, and to o̸er them appropriate career development opportunities. This process includes career interviews conducted by human resources for key talents, to better understand their aspirations and career plans; ▪ succession plans for key positions: the identification of strategic functions and the implementation of succession plans ensure a smooth transition of skills, as well as the continuity of activities essential to the Group's growth; ▪ post-acquisitions integration: special attention is focused on newly acquired companies, which are supported by a robust integration program managed by a dedicated team. The gradual identification of talent and key positions within these companies is an area that mobilizes the relevant human resources teams. The implementation of employee retention measures and succession plans for key positions ensures the growth of these companies. The ambition for 2028 is for 100% of key positions to be covered by succession plans, thus guaranteeing the Company's stability and ability to adapt to market changes. Actions performed in 2025 On the talent review: ▪ standardization of criteria used in talent reviews; ▪ enhanced management of key talent; ▪ integration of TextileGenesis into this process. Concerning key positions and succession plans: ▪ validation of definitions and key positions for the Group; ▪ definition of priority succession plans requiring action in the next 12 months ; ▪ development plan for employees identified as potential successors; ▪ strengthening the process for oversight of succession plans to make them more robust; ▪ integration of TextileGenesis into this process. Upcoming actions ▪ regular training of human resources and management teams on these strategic processes;
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02 - SUSTAINABILITY REPORT 104 Lectra - 2025 Annual Financial Report ▪ implementation of strengthened governance over the monitoring of talent reviews and succession plans for key positions; ▪ strengthen talent reviews to increase the link between the Group's strategic plan and the identification of talents and their need for individual and collective career development. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Part of key positions covered by succession plans 100 % 6% Not calculated Not calculated Ambition 3: make cultural transformation the cornerstone of the Group's other transformations Confronted with the challenges of transformation – transition to SaaS, acquisitions, international expansion – Lectra has built a strong and unified corporate culture that supports the execution of its strategy and strengthens its ability to sustainably transform the Group. Thanks to its recent acquisitions (Gerber Technology, Neteven, Gemini, Glengo, TextileGenesis in 2021-2023, then Launchmetrics in 2024), Lectra is entering a new stage of its development. It was challenging to integrate these new entities with their diverse cultures, but it was also a tremendous opportunity to enrich this common foundation. More than just a statement of values, the Lectra Way is a collective mindset that serves as a behavioral compass for all employees. Developed for and with them, this common culture deployed on a global scale, through six shared principles, promoting cohesion, commitment and agility. As the Lectra Way ambassadors (people who volunteer to help the adoption of the Lectra Way) progress, the new culture is taking shape, enriched by the cultural di̸erences of the acquired companies, and reflected by changes in practices, habits and behavior. And the management training courses provided within the group fully integrate the Lectra Way, because the success of the cultural transformation will depend on the commitment of all members of the organization. This culture, which is shared by everyone, underpins all transformation e̸orts – whether business or organizational – to ensure their long- term viability. The two main areas of work are: ▪ for future acquisitions, mapping of cultural and governance di̸erences and implementation of the post-acquisition cultural integration plan; ▪ cultivating, nurturing, and growing this shared culture, which is a real lever for achieving the Group's goals. → Cultural integration of future acquisitions The Group has integrated companies with di̸erences in geographical origin, size, technology and business expertise. These integrations are supervised by a dedicated team (Corporate Development). The team's mission is to coordinate the contributions of the multiple business lines involved in the integration process. The implementation of integration processes di̸ers according to the nature and size of each acquired company. In particular, the integration of employees for the most significant acquisitions involves the following steps during the first year after the acquisition: ■ day 1: press release and circulation of Frequently Asked Questions (FAQ) to employees at Lectra and the newly acquired company; ■ day 1 + 1 week: virtual Town Hall Meeting with all the teams in the acquired company, chaired jointly by the management teams in both companies; ■ day 1 + 6 months: special Lectra Together sessions (integration seminars for new hires), either in person (Bordeaux-Cestas site) or online; ■ day 1 + 9 months, and at a frequency to be adapted for each company until the second anniversary of acquisition: deployment of a survey to identify the perceptions of the employees of the acquired company and their questions; ■ Day 1 + 10 months: the second virtual Town Hall Meeting with all teams in the acquired company, with a presentation on the survey results and a progress report on the integration plans. In addition to the size of the acquired company, the integration process takes into account the type of transaction (involving a gradual increase in capital or acquisition of a 100% stake). In the event of an acquisition, the steps to be followed for the cultural integration of the Company are identified and described. They start with an initial audit of cultural and governance di̸erences. This analysis, to be carried out within one year following the acquisition, enables the associated transformation plan to be developed and steered. The objective is to ensure that the new entity has enriched its cultural practices and adopted the Lectra Way within two years thus accelerating its cohesion with the rest of the Group and the success of the other aspects of the integration (operational, commercial, etc.). The risks involved, as the plan progresses, are the loss of talent, declining commitment, and resistance to change. Actions must be taken to minimize these risks, which involves strengthening collaboration and identifying synergies. Actions performed in 2025 There have been no acquisitions, so there has been no audit or cultural integration plan. Nevertheless, it should be noted that more and more human resources processes have been applied to TextileGenesis and Launchmetrics employees since 2025: integration into the YourVoice survey, pilot phase with certain employees to deploy the annual performance and goal-setting campaign, Lectra Way ambassadors, integration of employees into training courses provided by the Group's support functions, talent review for TextileGenesis. Upcoming actions (if acquisitions) ▪ mapping cultural and governance di̸erences between the acquired entity and Lectra: - defining the conditions for triggering a culture and governance audit, adapted to the di̸erent acquisition configurations; - implementation of a cultural and governance audit. ▪ post-acquisition culture change plan: - creation of an ad hoc steering committee for culture change, with representatives from both companies; - in collaboration with and with the agreement of the acquired company, deployment of the Lectra Way within new acquisitions, identification of a proportionate number of Lectra Way ambassadors and integration of these Lectra Way ambassadors; - for 24 months following the acquisition, quarterly meetings between the Human Resources Department and the ambassadors; - inclusion of acquired companies in the YourVoice engagement survey
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02 - SUSTAINABILITY REPORT 105 Lectra - 2025 Annual Financial Report Performance indicators Key performance indicators 2028 target (in case of acquisitions) 2025 2024 2023 Number of cultural and governance audits implemented following the acquisition(s) of the year At least one in the year of acquisition N/A N/A N/A Percentage progress on action plan after the initial audit 100% within two years after the initial audit N/A N/A N/A → Growing our shared culture Initiated and formalized in 2022, the Lectra Way program, managed by a dedicated Project Director since September 2023, has been rolled out in all parts of the organization, thanks in particular to the support of the Lectra Way ambassadors (calls for applications and election of a hundred volunteers to embody and propagate the new culture in 2024). Mission-driven, coordinated, and influential, the ambassadors are behind numerous initiatives and achievements. The leadership of the ambassadors in 2025 enabled the Lectra culture, often intangible, to be translated into concrete and measurable actions that strengthen the Group's performance. The annual YourVoice 2025 survey reflects this development, expressed by a sharp increase in positive feedback on the corporate culture. Actions planned in 2025 ▪ introduction of discussions in performance reviews about Lectra Way behavior; ▪ gradual and constant increase of local team rituals (celebrations, information sharing, etc.); ▪ inclusion of the Lectra Way in the management training courses given; ▪ setting up awareness sessions on the Lectra Way, on the feedback culture, in all parts of the organization; ▪ publication in INSIDE(25) of two Lectra Way illustrative videos and employee testimonials illustrating the Lectra Way (formerly known as the Culture Book); ▪ organization of a Lectra Way session with the members of the Executive Committee; ▪ call for applications and election of 40 new ambassadors (including 15 from recently acquired companies such as Launchmetrics and TextileGenesis). ▪ launch of the Citizen Days program, o̸ering employees one paid working day, on a voluntary basis, to engage in community engagement activities, rolled out across two sites (Bordeaux‑Cestas and Tolland). Upcoming actions ▪ organization of integration seminars for 40 new ambassadors; ▪ enrichment of the Lectra Way with the best practices observed at Launchmetrics and TextileGenesis; ▪ strengthened coordination of newly formed communities of ambassadors; ▪ involvement of leaders and managers in the follow-up of actions carried out by ambassadors (sponsors); ▪ empowerment of ambassadors; ▪ launch of the Lectra Awards program(30); ▪ gradual deployment of the Citizen Days program; ▪ creation and publication on INSIDE of four motion design videos illustrating behaviors; ▪ showcasing ambassadors' achievements (internal communication channels). Performance indicators Key performance indicators 2028 target 2025 2024 2023 Percentage of Lectra Way ambassadors elected and onboarded out of total workforce 5% 5% 4% Not calculated Members trained in the Lectra Way for new arrivals in their first year at Lectra: - Executive Committee 100% 100% Not calculated Not calculated - Human resources teams 100% 50% Not calculated Not calculated - Managers (1) 100% 50% Not calculated Not calculated (1) Individuals who recruit and/or promote and/or conduct assessment interviews Ambition 4: improving internal e̹ciency through artificial intelligence At Lectra, the integration of artificial intelligence (AI) at group level is a key lever to transform processes and improve internal e̹ciency. AI tools are adopted to reduce repetitive and manual tasks, thus increasing productivity and innovation capacity, focusing on high value-added and creative activities. AI is not positioned as a single cost-cutting lever, but as a driver of growth and innovation. Based on a strong commitment from management, the gradual implementation of adapted and secure tools (with, for example, the creation and availability of the Lectra AI Assistant in 2024), was ramped up in 2025 and will accelerate over the coming years. An AI charter covers internal tools and uses to ensure the ethical and safe use of artificial intelligence. The availability of e-learning courses enables all employees to familiarize themselves with the basic concepts of AI, prompting and the most relevant uses of the tools available to them. Centralized governance and coordination manages internal AI e̸orts across the company, tracks key indicators (training and tool usage), and maintains consistency among stakeholders. Human resources plays a central role in this transformation. They are responsible for strategic workforce planning, anticipating the changes induced by AI for all job roles (technical and non-technical), identifying actions re-skilling(31) and upskilling(32) actions. They are also the guarantor of regular communication with employees on the impacts of AI tools on internal e̹ciency. (30) An employee recognition program aimed at highlighting and valuing employees, structured around several categories. (31) INSIDE is the internal communication platform (intranet). (32) Re-skilling corresponds to the acquisition of new skills with a view to changing roles. (32) Upskilling refers to improving existing skills, in this case acquiring new skills as part of career development.
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02 - SUSTAINABILITY REPORT 106 Lectra - 2025 Annual Financial Report Two areas are at the heart of the change dynamic: ■ boost internal adoption of AI assistants that are currently widely available; ■ encourage rapid experimentation with impactful and pragmatic AI use cases. → Boost internal adoption of AI assistants that are currently widely available Actions performed in 2025 ■ setting up project governance, appointing a designated project director; ■ deployment of a Chat tool to all employees; ■ deployment of the premium version of the same tool to around a hundred employees; ■ promotion of existing training (see above, training completed in 2024), implementation of mandatory training for all employees on security risks; ■ creation and distribution of monitoring reports on training rates and tool usage patterns; ■ creation of a dedicated Internal E̹ciency AI page on INSIDE. Upcoming actions ■ awareness raising and training of Executive Committee members to become active sponsors; ■ create custom learning paths for priority roles; ■ identification of AI relays for each member of the Executive Committee to build their entity's AI roadmap. The relays draw up the AI roadmap for their department; they link AI uses to strategic priorities, centralize all AI initiatives (collection, monitoring, support), collaborate with the AI Project Director (respect the modus operandi defined for the prioritization and deployment of AI use cases), help identify their AI champions, establish team standards around experimentation and responsible use, and share feedback and successes; ■ identification of AI "champions" to federate and train. AI champions are the employees who help others adopt AI through real-world examples; they facilitate or contribute to workshops to identify use cases, support the department's AI initiatives, act as internal consultants to guide adoption, and share feedback and success stories. Lectra's AI champions will be gradually identified in early 2026. Their exact number remains to be determined; ■ organization of practical sessions and workshops to integrate AI into work habits; ■ monitoring and analysis of skills and business development. Performance indicators Key performance indicators 2028 target 2025 2024 2023 Champions - 1 AI champion identified per member of the Executive Committee - 100% of ADVANCED training pathways completed by 100% of AI champions Not calculated All collaborators 100% of BASIC training courses completed for 90% of employees Managing teams (1) 100% of management teams are engaged and are active sponsors (1) These are senior managers identified within the organization. → Encourage rapid experimentation with impactful and pragmatic AI use cases Lectra adopts a highly responsive internal test-and-learn approach to artificial intelligence. By quickly experimenting with AI solutions on a small scale, and then expanding what works, employees gain agility, innovation, operational e̹ciency, and performance. These AI pilots are multiplied, permitting quick adjustment to changes in technologies and practices. This approach limits the waste of resources by only funding AI solutions that are proven to be e̸ective, on a full-scale basis. This approach is structured by an AI use case prioritization methodology, which assesses the expected gains (strong return on investment, potential, harmonization, quality improvement, etc.) as well as feasibility (presence and reliability of data, maturity of the organization). Decisions are ultimately made by the AI for Internal E̹ciency Steering Committee, chaired by the Chairman and CEO, the Deputy Chief Executive O̹cer and the General Secretary. While e̸orts are currently focused on the e̹ciency and improvement of processes (automated, semi-automated), other use cases will gradually be explored to become real drivers of AI- enhanced growth (marketing, sales, Customer Success, etc.). Actions performed in 2025 ▪ identification and sharing of the methodology for prioritizing use cases; ▪ identification and sharing of the autonomy framework provided to teams to move forward on their use cases; ▪ identification of pilot projects within the departments: assessment of expected gains and feasibility analysis; ▪ first deployments of "simple" use cases. Upcoming actions ▪ multiplying use cases by relying on relays and AI champions; ▪ first large-scale, complex use case deployments (impacting a large number of users). Performance indicators Key performance indicators 2028 target 2025 2024 2023 Use Case « Internal Efficiency » (1) 50 use case deployed (undefined) Not calculated N/A N/A (1) Internal E̹ciency Use Cases are all use cases that improve team e̹ciency and automate or semi-automate processes.
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02 - SUSTAINABILITY REPORT 107 Lectra - 2025 Annual Financial Report 3.3 Human Resources policy monitoring indicators - ESRS S1 The indicators below relate to Lectra's main social issues and are presented for the Group scopes, with a few rare exceptions specified in the table, in order to allow comparison of results with the previous year. They also use the key indicators presented in the previous chapter to bring together all this data. N° Indicator 2025 2024 2023 SE1 Headcount at December 31 (based on payroll data, called "headcount" throughout this document) 2,890 2,998 2,578 SE2 Average headcount 2,943 2,998 2,633 SE10 Number of employees on permanent contracts (1) 2,830 2,951 2,540 SE12 Number of employees on fixed-term contracts 60 47 38 SE20 Number of employees on full-time contracts 2,784 2,890 2,494 SE22 Number of employees on part-time contracts 106 108 84 Diversity SE4 Women 1,237 1,265 934 % 43% 0 0 SE5 Men 1,653 1,733 1,644 % 57% 1 1 SE6 Women (average headcount) 1,264 1,258 973 SE7 Men (average headcount) 1,679 1,740 1,660 SE3 Headcount by region See table below See table below See table below SE8 Headcount by country See table below See table below See table below SE9 Average headcount by country See table below See table below See table below SE11 Number of women on permanent contracts 1,207 1,239 920 Number of men on permanent contracts 1,623 1,712 1,620 SE13 Number of women on fixed-term contracts 30 26 14 Number of men on fixed-term contracts 30 21 24 SE21 Number of women on full-time contracts 1,161 1,184 877 Number of men on full-time contracts 1,623 1,706 1,617 SE23 Number of women on part-time contracts 76 81 57 Number of men on part-time contracts 30 27 27 SE24 Headcount by region and type of contract See table below See table below See table below SE25 Number of employees in Group level management bodies (2) 93 92 65 SE26 Women 36 32 19 Men 57 60 46 SE33 Percentage of women in Group level management bodies 39% 35% 29% SE34 Percentage of women in Executive Committee 33% 33% 33% SE27 Age under 30 453 430 314 SE28 Percentage of total headcount 16% 14% 12% SE29 Age 30-50 1,623 1,668 1,385 SE30 Percentage of total headcount 56% 56% 54% SE31 Age over 50 814 900 879 SE32 Percentage of total headcount 28% 30% 34% SR1 Pay gap between women and men (CSRD calculation) (3) 19% 20% 15% SR1 bis Pay gap between women and men (Lectra calculation, based on country and position held) (4) 12% Not calculated Not calculated SR2 Total remuneration ratio (difference between the highest salary and the median salary) (5) 25 18 17 SR3 Percentage of workforce whose compensation is below adequate wages (6) 0% 0% 0% SR4 Percentage of employees who received stock options 13% 14% 8% SR5 Percentage of women among those who received stock options 34% 32% 29% SR6 Percentage of employees who benefited from profit-sharing agreement based on the Group's performance 31% 35% 38% SR7 Percentage of employees whose remuneration includes a variable component (7) 19% 20% 17% Social dialogue SD1 Number of collective agreements 57 39 38 SD2 Number of employees covered by these collective agreements 1,903 1,439 1,263 % of employees covered by these collective agreements 65% 48% 49% Health and safety (industrial sites) SS1 Number of hours worked 1,904,248 1,998,301 1,948,323
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02 - SUSTAINABILITY REPORT 108 Lectra - 2025 Annual Financial Report N° Indicator 2025 2024 2023 SS2 Number of lost-time accidents 6 4 7 SS3 Frequency rate (8) 3.15 2.00 3.59 SS4 Number of working days lost due to occupational accidents 170 29 334 SS5 Severity rate (8) 0.09 0.01 0.17 Health and safety (Group scope) SS1 Number of hours worked 5,196,548 - - SS2 Number of lost-time accidents 12 - - SS3 Frequency rate (8) 2.31 - - SS4 Number of working days lost due to occupational accidents 274 - - SS5 Severity rate (8) 0.05 - - Turnover/recruitment SE17 Number of departures 379 304 (10) 378 SE18 Number of hirings 271 340 (10) 307 SE19 Turnover (9) 13% 12% (10) 13% SRT1 Six-month contract termination rate 8% 5% - SRT2 Average time between start of recruiting and arrival of employee (in weeks) 18 17 - SRT3 Percentage of positions filled by internal mobility 26% 20% 16% Non-employees (11) SNE1 Total of non-employees 84 58 - SNE2 Freelance 49 29 - SNE3 Temporary workers 35 29 - Skills development SF1 Percentage of average registered workforce that participated in regular performance and career development reviews 84% (12) 84 % (13) 77 % SF2 Women 82% (12) 83 % (13) - SF3 Men 85% (12) 84 % (13) - SF4 Percentage of average registered workforce having taken at least one training course 100% SF5 Average number of hours training per employee 14.3 14.2 18.8 SF6 Women 12.1 11.7 - SF7 Men 15.9 16.1 - SF8 Percentage of average registered workforce that participated in regular performance and career development reviews, by: - - - Individual contributors 83% 84 % (10) - Manager 90% 89 % (10) - Manager of managers 83% 83 % (10) - SF9 Average number of hours training per: - - - Individual contributors 14.5 14.3 - Manager 14.0 16.5 - Manager of managers 11.3 9.3 - SF10 Percentage of the average registered workforce covered by the Talent Review 90% 77% - Key performance indicators YourVoice score for company image and reputation 71% 70% 76% Six-month contract termination rate (forthose hired during the year) 8% 5% Not calculated Employee engagement rate 62% 60 % 65 % Part of integrated global sales employees with at least level 1 certification forthe offers they are assigned to sell 96% 97% Not calculated Part of Customer Success team members certified forthe solutions they are assigned to support (several objectives depending on each profile) 98% 76% Not calculated Part of key positions covered by succession plans 6% Not calculated Not calculated Number of cultural and governance audits implemented following the acquisition(s) of the year N/A N/A N/A Percentage progress on action plan after the initial audit N/A N/A N/A Percentage of Lectra Way ambassadors elected and onboarded out of total workforce 5% Not calculated Not calculated Identified AI relays Not calculated IA champions identified Not calculated 0% 0% Employees trained to IA BASIC Not calculated 0% 0% Managing teams engaged Not calculated 0% 0%
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02 - SUSTAINABILITY REPORT 109 Lectra - 2025 Annual Financial Report N° Indicator 2025 2024 2023 (1) This figure is the same as the one presented in note 32.2 of the Consolidated Financial Statements section of this report. (2) Employees included in the Group's management bodies are members of the Executive Committee, Senior Vice Presidents, and Vice Presidents. (3) [(Average gross annual compensation for male employees - average gross annual compensation for female employees) / Average gross annual compensation for male employees] x 100. Compensation includes base salary and the theoretical variable portion dependent on the achievement of objectives. Benefits in kind, profit-sharing, incentive schemes and stock options are excluded. (4) Indicator recalculated taking into account the average pay gap between women and men at the same hierarchical level in each country. Only levels with at least six women and six men were included. Members of the Executive Committee are excluded. (5) Total annual compensation of the highest-paid employee / Median annual compensation of all other employees. (6) In this analysis, “decent wage” refers to compensation above the legal minimum wage in each country. Remuneration includes base salaries and variable pay dependent on the achievement of objectives and excludes benefits in kind, profit-sharing, share options, and stock options. In the absence of a reference salary, the study relied on external sources, notably the Magellan Institute. (7) The amount of the variable portion depends on the achievement of global, regional, or individual objectives. (8) The frequency rate (FR) is the number of accidents resulting in lost time exceeding one day that occurred during a 12-month period per million hours worked. The severity rate (SR) represents the number of compensated days per 1,000 hours worked, i.e., the number of days lost due to incapacity. The Group's frequency and severity rates are 6 times and 22 times lower than the average indicators for French companies in the same sector (metallurgy), demonstrating its exemplary approach and maturity in risk prevention (see the 2024 annual report of the Occupational Health Insurance Fund, published in November 2025)." (9) This indicator is calculated by dividing the number of employees who left the company during the reporting period by the total number of employees as of December 31 of the previous reporting period. (10) These 2024 indicators do not include Launchmetrics. (11) The Group uses external resources – “non-employees” – both to cope with increased industrial activity and to meet specific technical expertise needs that are not available internally. The number of non-employees was calculated by counting temporary workers and freelancers, ensuring that temporary workers were distinguished from employees on fixed-term contracts. Freelancers included in this indicator are present for at least 50% of the year and are named in their contract. In total, this indicator shows a workforce of 58 non-employees, divided equally between temporary workers and freelancers. (12) These indicators relate to performance evaluations carried out in 2025 for the year 2024 for the whole Group. (13) These indicators relate to performance reviews conducted in 2024 for the year 2023 and therefore do not include Launchmetrics employees, as the acquisition had not been finalized in 2023. 2025 Principal countries Total workforce SE8 Average workforce SE9 France 1,002 1,000 United States 308 322 China 275 286 Italy 275 277 Romania 233 233 Spain 117 114 India 89 84 Turkey 74 86 Germany 74 75 Mexico 59 62 Portugal 57 61 United kingdom 50 50 Other 277 298 Total 2,890 2,948 2025 Asia-Pacific Americas Europe, Middle East, Africa TextileGenesis Launchmetrics Of which France Total Workforce 361 388 1,639 73 429 1,002 2,890 Permanent contracts 359 385 1,589 73 424 950 2,830 Fixed-term contracts 2 3 50 - 5 42 60 Full-time 359 386 1,568 72 399 951 2,784 Part-time 2 2 71 1 30 51 106 Regions 2025 2024 2023 Asia-Pacific 361 520 438 Americas 388 461 464 Europe, Middle East, Africa 1,639 2,017 1,676 TextileGenesis 73 0 0 Launchmetrics 429 0 0 Total 2,890 2,998 2,578 Social protection Disclosure requirement S1-11 on social protection is subject to phase-in dispositions the first year of publication; the Group has not collected the information needed to respond at this time.
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02 - SUSTAINABILITY REPORT 110 Lectra - 2025 Annual Financial Report 3.4 Consumers and end-users - ESRS S4 The Group is committed to respecting the rights of consumers and end-users by aligning its policies with internationally recognized instruments, such as the United Nations Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises. No case of non-compliance Safe and easy-to-use equipment improving working conditions for users The Group strives to make its equipment safe and accessible in order to improve the working conditions of end users. This is evidenced in work on ergonomics and ease of manipulation, including a user interface in several languages, accessible to the visually impaired, and with pictograms for use by illiterate workers. → Equipment users safety policy Lectra develops equipment with high performance security features to ensure operator safety and incorporates safety compliance from the earliest machine planning stages in collaboration with the R&D teams. The innovative capabilities of Lectra’s teams were evidenced at the end of 2023 in the EC Type-Examination Certificate (safety components) for the motor control system installed in all future systems. Certification provides confirmation that the component was developed in conformity with all safety standards, and rewards two years' work in collaboration with INERIS(33). Lectra is the first equipment manufacturer to achieve this milestone. The new controls including a radar system to detect user motion that immediate triggers an emergency shutdown in the event of inappropriate user behavior. This system marks a further improvement in the performance of previous safety systems and has been available as standard or as an option on most machines sold since 2018. These integrated safety systems are accompanied by support from Lectra’s technical experts. They install, start up and maintain the equipment on customer sites. The initial training for customer operators incorporates all applicable safety rules, both in the production phases and in the remote maintenance carried out by the Group's teams. Further, as part of the service contracts o̸ered to customers, Lectra’s technical experts carry out regular audits of their installations, which include all embedded safety systems. The control bodies are unanimous on the compliance and safety of Lectra's equipment. Certified according to di̸erent regulations, they can be exported to all continents. All comply to European Machinery Directive 2006/42/EC and are accompanied by their EC Type- Examination Certificate for safety components. Lectra's equipment compliance policy, overseen by the Vice President Sustainability, ensures the compliance of all equipment developed by Lectra by paying close attention to regulatory updates. Based on a risk analysis of each prototype, the compliance and R&D teams work together on each project from the design phase, focusing on technical choices to ensure safety and minimize risk to users. Design decisions are based on a range of technical tests: electrical safety, consumption values, temperatures, flow rates and pressures, electromagnetic field measurements and noise levels. Laser safety is addressed through specific training for skilled personnel and specially qualified managers. Customer feedback on safety issues is handled by the compliance team, which recommends improvements to the R&D teams when developing future product lines. These recommendations undergo feasibility studies before being implemented. The objective of this safety policy is to maintain excellence in compliance by maintaining 100% of the equipment designed in compliance with the EC Machine Directive. Traceability and respect for human rights in the customer supply chain → Traceability in the supply chain The Group provides digital and collaborative traceability covering all levels of its customers' value chain (from fiber producers to brands), through its TextileGenesis o̸er. The solution is based on a "token" system (fibercoins) originally created by the producer, validated by AI and industrial consortiums, guaranteeing the authenticity and non-duplication of transactions. This collaborative approach facilitates the reporting of information on the social practices of suppliers, including the furthest away (lower third parties), where the risks of human rights violations are highest. TextileGenesis simplifies data sharing, accelerates access to transaction information, and enables fairer management of social compliance responsibilities. → Social risk management and regulatory compliance The solution also makes it easier for brands to ensure compliance with social regulations and to adapt their social risk management according to geographical areas and local practices. It ensures that social compliance responsibilities are fairly distributed across the di̸erent levels of the chain, which is essential for guaranteeing respect for labor rights and human rights. → Collaboration with certification bodies TextileGenesis incorporates certification bodies at every stage, allowing the brand to visualize social audits and the regularity of its suppliers' controls. → Visibility and transparency on working conditions TextileGenesis sets itself apart through its partnerships with fiber producers and standardization bodies, which facilitates the verification of social practices and the prevention of document fraud. Lectra solutions such as TextileGenesis, but also Kubix Link, enable information to be collected and shared on working conditions, human rights compliance, and social traceability at every stage of the product life cycle. → Support for the social transformation of the sector Lectra supports the development of the skills of players in the value chain, encourages collaboration between the various stakeholders (brands, suppliers, certification bodies) and promotes the adoption of responsible social practices. Collaborative innovation and the integration of sector expertise make it possible to respond to the specific social challenges of each market segment. In this way, Valia Fashion also improves the transparency and monitoring of production operations, allowing for better control of working conditions in workshops. (33) INERIS = the French public institute for controlling industrial and environmental risks 3.4.1. Lectra solutions at the service of user and customer social responsibility
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02 - SUSTAINABILITY REPORT 111 Lectra - 2025 Annual Financial Report Communication with customers regarding the use of products and services Lectra is committed to providing its customers with relevant information on the use of its products and services through multiple channels, notably through relevent technical documentation translated into all languages and through the MyLectra customer portal. The portal gives users centralized access to a wealth of resources, including equipment manuals, video tutorials, and user guides. → MyLectra: the one-stop customer portal for access to information The MyLectra customer portal represents a significant step forward for interactions between Lectra and customers. Its knowledge center provides users with easy access to documentation, user guides and FAQs, promoting self-learning and rapid problem resolution. For technical support, the MyLectra portal o̸ers a direct point of contact with the Expertise Center. Users of Lectra solutions can submit support requests and track their progress in real time, resulting in greater transparency and trust. Support is available 24/7, ensuring that help is always at hand. Operator management tasks are simplified for administrators, particularly regarding access rights, to allow secure, optimal use of systems. The MyLectra portal also facilitates scheduling of software upgrades (two releases each year), thus minimizing service downtime. The user- friendly interface makes navigation easy, even for the least experienced users. Lectra also maintains a comprehensive knowledge base on its website (https://www.lectra.com/en). Customers can find product information, user guides and FAQs there. This online platform provides easy access to valuable resources for solving common problems or enriching their understanding of the proposed solutions. It also provides access to information on product upgrades, to ensure that customers are always up-to-date on the latest functionalities and improvements. Some Lectra o̸ers like Kubix Link, TextileGenesis and Launchmetrics have their own document library hosted directly on their respective solutions. TextileGenesis and Launchmetrics, for example, have built-in chatbots for reporting questions. If the problem is simple, it can be resolved directly via this chat. More complex issues are escalated to the relevant teams (the highest level being generally the developers for technical issues). TextileGenesis has a notification system that informs users when new features are deployed on the platform. Launchmetrics o̸ers monthly webinars to all its customers, recorded and subsequently available in the document library. For Kubix Link, in-depth training tailored to the needs of the customer is provided to users during the implementation phase, which generally lasts between four and five months. The objective is to make the customer as autonomous as possible on the solution during this phase, and in case problems, the Customer Success Manager is the main point of contact. → Strengthened Customer Success Managers teams Customer Success teams play an important role in direct communication with customers. While consultants, trainers and field technicians are essential in the information process, Customer Success Managers (CSMs) now play a key role in building relationships of trust with customers, helping them to understand and maximize adoption of products. CSMs provide proactive advice on using solutions and identify opportunities for improvement. Di̸erent teams of Customer Success Managers are dedicated to the Kubix Link, TextileGenesis and Launchmetrics solutions. They are trained on the specific features of their solution so that they master it as well as possible and are able to support the customer as closely as possible to their needs. Lectra's historical Customer Success teams centralize a certain number of best practices, processes and tools between them, broken down by solution, to provide overall consistency for the Lectra customer experience. For cutting solutions, Lectra trainers and consultants o̸er training sessions tailored to each customer's specific needs, ensuring they have the correct equipment and master the technology to maximize benefits. Sessions can be organized online or on-site, as customers prefer. All these initiatives strengthen customer relationships and help ensure the successful adoption of Lectra technologies. Handling customer feedback and incident reports To establish lasting relationships based on trust, customer satisfaction is essential. Excellence of service is crucial for Lectra, which is why a special procedure for managing incidents, requests and complaints has existed for many years. It is designed to be responsive, structured and transparent and to apply to all Lectra’s solutions, whether cutting equipment or software, either in SaaS mode or on-prem. Several entry points are accessible to customers to facilitate incident reporting according to the solutions proposed by the Group: ■ telephone: the expertise center is accessible via a single number for each country; ■ e-mail: a dedicated e-mail address for contacting the expertise center; ■ on-field contacts: field teams including trainers, consultants and technicians located in territories where Lectra operates are available for assistance; ■ the MyLectra portal: customers can open a case directly on the portal; ■ input on cutting equipment: operators can report incidents directly on their cutting room equipment; ■ chatbots are used to allow customers to open a request on TextileGenesis, Launchmetrics, and Kubix Link solutions. When a customer incident is opened, it is immediately handled by the Customer Success teams. Their technical support is organized at several levels: ■ a welcome desk handles calls for telephone inquiries, o̸er multilingual assistance; ■ incidents, regardless of their entry point, are logged in a ticketing tool and escalated according to the complexity of the customer's request; ■ the 12 first-level expertise centers located across the world in order to be close to customers, handle about 80% of incoming incidents, with a commitment to provide an initial response within four hours, in the user's language; ■ for more complex problems, the case is transferred to product experts who work in close collaboration with the R&D teams. In the event of a technical problem with a software o̸er, for example, the request is escalated to the teams of developers; ■ Lectra also has teams of technicians in the field, ready to intervene directly at the customer's premises when a problem with cutting equipment cannot be resolved remotely. 3.4.2. Dialogue with customers
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02 - SUSTAINABILITY REPORT 112 Lectra - 2025 Annual Financial Report Lectra cutting room equipment is connected online and can generate technical alerts through permanent self-diagnosis of production capacity: ■ predictive mode: the equipment automatically detects incidents and generates alerts that are sent directly to the technical centers, which will take over responsibility for incident analysis and resolution; ■ preventive mode: the equipment automatically generates maintenance requests, resulting in the automatic opening of work orders for field technicians. To identify potential improvements in the service provided, customer satisfaction is evaluated through an annual survey and follow-up surveys after incidents are resolved. These surveys measure customer satisfaction using two indicators: ■ the Net Promoter Score (NPS): 20 in 2025 (up 3 points from 2024) ■ CSAT (customer satisfaction rate): 62% in 2025 (similar to 2024) CSAT indicators specific to TextileGenesis and Launchmetrics are calculated: ■ CSAT TextileGenesis: 79% ■ CSAT Launchmetrics: 94% This proactive approach allows working hand in hand with customers to ensure their satisfaction, while also guaranteeing the quality of Lectra solutions, with the aim of optimizing the solutions to match customer needs and requests as closely as possible. Lectra also has teams dedicated to optimizing the user experience: the teams investigate all possible customer journeys with Lectra solutions, including for vulnerable individuals, and then work iteratively with the product marketing and R&D teams to design and develop o̸ers centered on the needs identified. Lectra's attention to optimizing user experience, for all users of its solutions, contributes to the strong brand image.
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02 - SUSTAINABILITY REPORT 113 Lectra - 2025 Annual Financial Report 4. Business conduct 4.1 Material impacts, risks and opportunities in terms of business conduct IRO ESRS/topic IRO category Location within the value chain Time horizon Description Protecting customers' intellectual property against the risk of cyber attacks G1 Negative impact ✔ In order to protect customer data, whatever its nature, the various o̸ers must provide the best guarantees in terms of cybersecurity. Cyberattack on Lectra's information systems G1 Risk ✔ Cybersecurity is also a risk for the Group, which must also protect its internal information systems from intrusion attempts and data theft. Integration and collaboration following acquisitions S1 Working conditions G1 Risk ✔ ✔ This risk is addressed in the "Social" chapter, with a focus on the proper integration of employees of acquired companies. The "business conduct" section describes the governance structure and processes put in place to manage this external growth. Uncompromising ethics that strengthen stakeholder confidence G1 Positive impact ✔ ✔ ✔ Strict compliance with the highest ethical standards has been a non-negotiable priority for Lectra for many years. Lectra therefore asks its suppliers and partners to be equally exemplary in terms of ethical principles. Traceability: a driving force for transparency in the textile and leather industry E5 S4 Social inclusion of end- users G1 Positive impact ✔ Mainly intended for its customers in the fashion sector, Lectra's TextileGenesis solution provides information on the exact origin of the materials purchased and their traceability from the fabric's fiber to the final garment: authentication of sustainable materials, transparency concerning working conditions, supply chain governance. This IRO, including on the ethical subject, is discussed in the previous chapters "Environment" and "Social" (S4). Customer-facing force transformation S1 G1 Lectra Specific Risk ✔ Represents a risk for the Group, as insu̹cient mastery of new Industry 4.0 related solutions by company teams could compromise the Group's ability to achieve its objectives. This subject is addressed primarily in this "Business conduct" section. However, skills management and training for these sales teams are covered by the HR policy described below. Artificial intelligence : a strategic opportunity to create value G1 Lectra specific Opportunity ✔ ✔ Artificial intelligence is considered to be a strategic lever for creating value: it enables Lectra's o̸ers to strengthen its ability to help customers with their economic, environmental and social performance. Caption Short term Medium term Long term Upstream Own operations Downstream
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02 - SUSTAINABILITY REPORT 114 Lectra - 2025 Annual Financial Report 4.2.1. Governance of business conduct Bodies overseeing business conduct An Ethics Committee, which has the appropriate expertise, includes the Chairman and Chief Executive O̹cer, the General Secretary (acting as Compliance O̹cer), the Vice-President Sustainability, the Compliance Manager and, according to the nature of the alert, the member of the Executive Committee concerned or the local Human Resources Manager. It examines each alert, initiates any necessary investigation and decides on further measures, including sanctions that may extend to dismissal or legal action, when required. Over the years, the Group has established a strong culture based on fair practices and respect for fundamental values (integrity, probity and transparency) in its interactions with all stakeholders. At Lectra, respect for the highest ethical standards is not negotiable and the Group has never been the subject of any complaint in this area. The Group has deployed a robust anti-corruption system since 2018. Lectra’s commitment to business ethics is evidenced, for instance, in its three anti-corruption instruments: ■ the Code of Conduct; ■ the whistleblowing system; ■ the annual program of internal communication and training in business ethics. These instruments were developed in parallel with a risk mapping exercise specific to corruption conducted by an outside consultant. A further review of the risk map at the end of 2022 by a consulting company with assistance from a specialized lawyer, identified potential areas for improvement. This mapping was updated in 2025. As ethics cannot be restricted to the business world alone, it was decided, as part of the 2023–2025 sustainability roadmap, to extend its scope to other areas by drafting a general Code of Ethics. Approved at the end of 2024, it also draws on the cultural rules promoted by the Lectra Way, and was circulated to all the Group's teams in November 2025. The Code of Ethics, with a preface by the Chairman and Chief Executive O̹cer, formulates Group policy around its core principles, such as integrity and business ethics, which guide its interactions at all times. The Code also incorporates the commitment to respect the environment and assume its social responsibility, including the protection of employees' rights and, more broadly, ensuring that its practices have no negative impact on human rights. The Code is based on three principles: ■ Lectra is committed; ■ Lectra asks its employees to commit; ■ Lectra asks its partners to commit: this principle ensures compliance with the Code's principles across the entire value chain. Further, the Code of Ethics formally sets out the role and composition of the Ethics Committee, as well as the whistleblowing system. Regarding the methodology for preparing the Code, the initial base was provided by the Group's long-established principles and values; this was supplemented by a comparative review of industry standards and partners' expectations. Concrete proposals were submitted to the members of the Sustainability Committee and the Executive Committee. They drew up a list of principles for the Code of Ethics. → Gradual implementation of the Code of Ethics In addition to the general circulation of the new Code of Ethics, a roll- out plan has been defined for each country, based on contractual obligations and local regulatory constraints up to the end of 2026. This code will be o̹cially implemented in each country with the support of local Human Resources Managers, superseding the current Code of Conduct. Whistleblowing system The whistleblowing system meets the requirement that companies must allow all employees or stakeholders to report unlawfull acts. Its scope now extends beyond the fight against corruption and influence peddling to include, more broadly, any situation that contravenes the old Code of Conduct. It covers any crime or other o̸ense and any serious violation of the principles and values of the Code of Ethics. Deloitte has been appointed to manage the whistleblower reporting platform. Any employee or external stakeholder with knowledge of facts that may be grounds for an alert can report them confidentially or anonymously. One alert was reported during the 2025 fiscal year via the platform. The matter was investigated, resulting in proven misconduct and sanctions based on the facts presented, through individual interviews with the parties concerned, material evidence such as files and emails, and a final review by the Ethics Committee. Lectra did not record any incidents of corruption in 2024, and recorded one in 2025, which was sanctioned. Annual program on communication and training in business ethics Lectra has created a dedicated section in the Group's intranet to ensure that this programme is deployed e̸ectively. It includes all the documents: Code of Ethics, whistleblowing procedure and practical information. In parallel, a compulsory online training module for all new employees, which will be supplemented from the last quarter of 2025 by additional modules for certain high-risk professions, is being rolled out to ensure that all employees fully understand business ethics. The main goals of these training courses are to clarify what corruption and influence peddling consist of, to understand the penalties involved and the duties of each employee, to explain how concerns should be expressed or at-risk situations reported, to recognize and avoid them, and to know what to do when confronted with them. This awareness-raising is supplemented every year by an initial training course or refresher session. In 2025, 87% of new employees had benefited from this program. As a result of the expansion of the Code of Ethics, a series of training courses already conducted on other topics (data protection, cybersecurity, sustainability), are now included as principles within the Code, extending coverage to these areas. The other newly described principles are being gradually covered by training courses dedicated to each topic (combating harassment, non-discrimination, etc.). 4.2 Governance Code of Ethics
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02 - SUSTAINABILITY REPORT 115 Lectra - 2025 Annual Financial Report Key metrics N° Indicator 2025 2024 2023 GCO1 Number of convictions for violations of anti-corruption laws 0 0 0 GCO2 Number of fines for violations of anti-corruption laws 0 0 0 GCO3 Number of incidents under the Code of Conduct 1 0 0 GCO4 Number of disciplinary actions taken against employees for corruption incidents 1 0 0 GCO5 Percentage of employees present on 12/31 who received at least one training on ethics 80% 79% 96% GCO6 Percentage of employees present on 12/31 covered by the legal deployment of the Code of Ethics 48% - - Strict processes for sales contracts Lectra has had in place for many years a strict procedure to regulate sales practices, supervise the negotiation and signing of contracts, and has adapted its contractual clauses to reinforce ethical considerations. The Group's action from 2020 to 2023 to redefine contractual relations with its network of agents has contributed to harmonizing and strengthening its ethical demands, and to standardizing practices throughout the Group. Contracts with these agents will incorporate the broader scope of the Code of Ethics from 2026 onwards, which replaces the Code of Conduct. Responsible purchasing policy As part of the roll-out of its 4.0 strategy, Lectra is supported by a solid network of suppliers who play an essential role in the success of this strategy. Lectra and suppliers share fair and equitable practices, while establishing sustainable and balanced relationships. Lectra's purchasing activities are managed by specialized teams with structured processes that ensure a high level of overall performance, from procurement through delivery of products and services. This responsible purchasing policy has been in place for many years. It aims to bring innovation and ensure premium products and services in line with Lectra's 4.0 strategy, satisfy customer demand, reduce social and environmental risks and impacts, improve business performance, and enhance the quality and e̹ciency of supplier relations. The Group first issued a Responsible Purchasing Charter in 2011. The Charter sets out its sustainability policy for suppliers and service providers, with the following commitments: ■ to select innovative suppliers taking total costs into account; ■ to promote local subcontracting; ■ to establish sustainable relationships based on trust; ■ to ensure financial fairness; and ■ to require that suppliers take CSR into account in their organizations and their own subcontracting, particularly with regard to labor practices, working conditions and respect for human rights. The Group took another step forward in November 2021 by signing the Responsible Supplier Relations Charter put in place by the French National Procurement Council (CNA) and the “Business Mediator.” The Company thus demonstrated its exemplary position by adhering to the Charter's ten commitments and formally confirming its determination to pursue win-win partnerships with suppliers. The Group has also asked its industrial suppliers to uphold the principles of eliminating illegal, forced or child labor, and to enforce compliance with applicable legal provisions in regard to minimum wages, health and safety. At the end of 2022, the Charter was superseded by a new document, the Responsible and Sustainable Purchasing Charter, which reinforces and extends the Group's commitments, which it continues to share with suppliers. This new Charter sets out Lectra's objectives vis-à-vis its suppliers, along with the level of compliance expected from them and from their own partners. Its roll-out began in 2023 and, by the end of 2025, 90% of purchases(34) took place in line with this charter. Supplier assessment Lectra strengthened its responsible purchasing approach in 2025 by deploying the EcoVadis platform to assess and manage its panel of suppliers. The tool measures sectoral CSR risk and country risk (Level 1) for all active, industrial and indirect suppliers, and enables proportionate actions – requests for proof, support or corrective plans – to be defined according to the criticality of the risks identified. To expand on this, key partners were asked to complete questionnaires to assess their CSR approach (Level 2). Finally, the industrial suppliers considered to be the most critical were asked to complete a more comprehensive and in-depth questionnaire covering four areas: environment, social and human rights, responsible purchasing and ethics (Level 3). At the end of 2025, nearly 100% of the Group's suppliers had been integrated and pre-assessed on their risks by the platform (Level 1), with the exception of the subsidiaries' indirect suppliers. 7% of industrial suppliers received a demand for a Level 2 or Level 3 assessment. 10% of them completed their EcoVadis Level 3 assessment online. In addition, as part of the "FSC®(35) Chain of Custody" certification, audits are carried out annually to assess compliance with the criteria by the Group's suppliers. (34) It covers industrial purchases by the entire Group and cross-functional purchases by Lectra SA. (35) FSC: Forest Stewardship Council 4.2.2. Focus: governance of responsible purchasing
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02 - SUSTAINABILITY REPORT 116 Lectra - 2025 Annual Financial Report Objectives The Group wants to improve its knowledge of all its suppliers on sustainability issues. Industrial suppliers objective: ■ educating suppliers on sustainability issues; ■ assessment of the maturity of sustainability topics for 25% of industrial suppliers by the end of 2028 (several assessment tools may be used: Ecovadis Level 2 or 3, Lectra questionnaire, audit, etc.). Indirect suppliers objective : ■ continued roll-out of the Responsible and Sustainable Purchasing Charter with Lectra SA's cross-functional purchasing suppliers and with the main suppliers of Cross-functional Purchasing of the other Group entities (excluding TextileGenesis and Launchmetrics) contributing to the Lectra o̸er; ■ global risk assessment via EcoVadis IQ Plus (minimum Level 1) of suppliers Cross-functional purchases Lectra SA and suppliers Cross-functional purchases of other Group entities (excluding TextileGenesis and Launchmetrics) contributing to the Lectra o̸er. Key metrics: ■ Percentage of purchases covered by the Responsible Purchasing Policy: 90% ■ Percentage of buyers trained in responsible purchasing: 63% Lectra made its first major acquisition in 2004 with Investronica, which was a competitor at the time. External growth, through acquisitions and partnerships, returned to center stage in Lectra's strategy with the 2017-2019 and subsequent strategic roadmaps. From 2018 with the acquisition of Kubix Link, followed by Retviews, Gerber Technology, Neteven, Gemini, Glengo Teknoloji, TextileGenesis, Lectra Suzhou and Launchmetrics in the years that followed, the ambition was twofold: to extend Lectra's footprint in the fashion and textile value chain, and to build or access expertise and technologies that it did not previously possess. Internalf innovation remains at the heart of Lectra's strategy, while external growth has proved an excellent fit across the entire organization. To provide a framework and support for these acquisitions and partnerships, a methodology and governance structure have been put in place by the Corporate Development team. An acquisition project is divided into several phases: 1. screening; 2. due diligence and negotiation; 3. integration: planning and governance; 4. post-integration. This approach is based largely on standard rules for mergers and acquisitions, as adapted to the circumstances of the Group, including specific features of the fashion market, the nature and expertise of the teams, geographical coverage, and the obligations incumbent upon listed companies. Screening Screening is the selection phase. The objective is to identify potential targets for acquisition or partnership. Their compatibility with Lectra, their positioning in the fashion or textile value chain and, finally, how their activity reflects the challenges faced by customers are then evaluated. This research task is performed by the Innovation team. It identifies and contacts potential targets, carries out an initial analysis and decides whether to pursue the project based on specific criteria such as the size of the target, its business and technological expertise, the market sectors in which it operates, turnover, profitability, and geographical coverage. A clearly identified list of acquisition and partnership targets is regularly updated; some are presented to the Chairman and Chief Executive O̹cer and the Deputy Chief Executive O̹cer. If they wish to pursue the matter further, after discussions with the founders of the target, the next phase – due diligence – may begin. Since 2020, the Innovation team has examined over 370 companies to identify potential acquisition or partnership opportunities for Lectra. Due diligence and negotiation In the due diligence phase, in-depth evaluations of the target are conducted to ascertain whether it meets the Group's strategic, financial and operational criteria. To enable these analyses to be carried out without undue pressure, the parties agree to a period of exclusive negotiations. This stage is led by the Corporate Development team, in close collaboration with the finance and legal teams, a law firm appointed for this purpose and, if necessary, a financial advisory firm. A virtual data room (a secure webspace for financial transactions) is then created to assemble and analyse key data on the target. Lectra may unilaterally decide to terminate the due diligence process at any time. Each company is then relieved of its obligations. During the due diligence process, the proposed acquisition is presented to several groups of people, including the Strategic Committee and the Social and Economic Committee, in order to obtain their opinions. Finally, Lectra's Board of Directors – based on the final negotiated agreements – may grant or withhold final approval to proceed to the "signing" stage. Following this, the standard legal and financial formalities must generally be performed by both parties. Only upon completion of these formalities the final step, named "closing," o̹cially finalizes the alliance between Lectra and the target company. Integration: plan et governance → Integration plan When the Group undertakes to acquire a majority stake in a company, the first step is to develop an integration plan that defines and formalizes why and how the company will be integrated into the Group. This plan is developed by the Corporate Development team, then validated by the Chairman and Chief Executive O̹cer and the Deputy Chief Executive O̹cer, and by the senior executives of the acquired company. Each integration plan is customized to suit the company, its size, its maturity and the reasons for the alliance, in terms of business, product and/or technology. For each team, it specifies: ■ the objectives pursued by the integration process; ■ the scope to be handled by the acquired company versus the scope to be handled by Lectra; ■ the activities to be performed by each team; ■ the deliverables expected for each activity, with timelines; ■ the people from the acquired company and from Lectra who are responsible for achieving the objectives and performing the associated activities; ■ the aspects for which integration is mandatory (notably financial and legal) because Lectra is a listed company, and those that remain optional. 4.2.3. Governance of acquisitions
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02 - SUSTAINABILITY REPORT 117 Lectra - 2025 Annual Financial Report Transparency between teams is essential for aligning, where necessary, business processes, systems and technologies to create a unified operational framework and enable business continuity and the creation of commercial, product and financial synergies, etc. between Lectra and the acquired company. The actual integration process occurs in a number of phases: 1. the integration kick-o̸ meeting, for all the teams and persons involved in the integration process to discover the details of the plan; 2. the discovery phase: a period generally lasting 3 months during which teams exchange information about their operating methods and processes to improve their understanding, identify all relevant factors, and thus improve how they conduct their business; 3. the first integration phase, with implementation and achievement of the initial objectives of the plan, covering a number of activities to be carried out over a 9 to 12 month period; 4. the second integration phase, also referred to as the build-up phase, with the existing objectives maintained and new objectives defined to be achieved over a 12 to 18 month period. → Governance A governance structure specific to each integration is put in place to ensure that it operates smoothly over time, considering the specific organizational features of the acquired company. Lectra's governance bodies (listed below) participate in the integration of a medium-sized company (e.g. Launchmetrics). Not all will necessarily play a role in integration of a start-up. Accordingly, the frequency of meetings may vary in each case, as may the participants in the governance structure, which may include: 1. the Board of Directors of the acquired company; 2. an Integration Steering Committee: reporting to the Chairman and Chief Executive O̹cer, Deputy Chief Executive O̹cer and senior executives of the company on the integration progress, sticking points, corrective actions and trade-o̸s to be made; 3. a "Business" Steering Committee to ensure that sales and marketing priorities are defined and related decisions taken in light of the product portfolio, geographical zones and the issues for the teams concerned; 4. an "O̸er" Steering Committee; including Product Marketing, Product Management, and R&D teams, to handle product and technology priorities, data management, and related decisions consistent with the roadmaps; 5. streams, i.e. integration channels including persons with leadership or contributor roles in the company and Lectra. There are ten streams: business, marketing and communication, Customer Success, product, R&D, IT, cybersecurity/sustainability, HR, legal, and finance; 6. an "Integration Task Force" operational Steering Committee that meets periodically with all the people involved in the streams for an overall alignment and to ensure the visibility of cross-divisional activities involving two or more streams. Post-integration phase During the post-integration phase, the acquired company is merged in Lectra departments and, when necessary, aligned with the Group's processes and standards. An acquired company is not necessarily intended to be fully integrated. Sometimes, it should preserve the autonomy needed to progress and continue to grow at a pace commensurate with its challenges, with Lectra only integrating in areas where both organizations have common ground (e.g. synergies in terms of o̸ers and/or products). During this phase, the teams takeover the relay, by department, and are no longer orchestrated by the Corporate development team. It will have already provided them with: 1. details on the objectives met and activities carried out since the start of the integration process; 2. the documentation and deliverables structured during the integration process; 3. the next key stages (previously identified as necessary); 4. recommendations for future activities. Any major decisions that may be required at this stage will be made by Lectra's governing bodies. Acquisitions of minority shareholdings and partnerships When Lectra acquires a minority stake (as in the case of AQC and Six Atomics in late 2024), the integration does not begin immediately, but is preceded by an acceleration phase. The acceleration phase involves working with the company to confirm the fit between its o̸er and the market, comparing its solutions and services to customers, setting up full-scale pilots, and exploring possible integrations between its o̸er and Lectra's solutions in order to enrich the customer value proposition. These actions provide the basis for a decision on whether or not to proceed with a gradual increase in the company's capital. Only when the Group becomes the majority shareholder will an integration plan and associated governance arrangements be put in place. The cybersecurity policy describes the governance, roles and responsibilities, bodies monitoring cybersecurity risks, certifications obtained, approaches followed, and specific topics within the scope of the Group. Updated at least once a year, it is supplemented by a body of documentation that is revised wherever necessary. The policy is mandatory for all users of Lectra systems and information, whether internal or external, and is accessible from the Group's intranet site. In addition, the protection of personal data at Lectra is based on a dedicated organization, led in coordination with the Data Protection O̹cer (DPO), ensuring compliance and the governance of data processing activities. Cybersecurity strategy is built on a risk-based approach, drawing on several sources. Every three years, a risk analysis is carried out: this is the central aspect of the approach. The analysis involves interviews with a representative panel of Lectra senior executives. It aims to be objective and representative of Lectra's activities, challenges and concerns. Several risk scenarios are addressed, combining functional and operational scenarios: ■ the term “functional scenario” refers to concerns by managers or other persons regarding their activity and the data handled. This concern may relate to any of the four pillars of cybersecurity, namely availability, integrity, confidentiality and traceability, for which potential negative impacts must be assessed; ■ the term “operational scenario” refers to a path of attack arising from a technical or organizational vulnerability. To become a scenario, each path of attack is evaluated according to its plausibility. Only those paths considered plausible are selected for scenarios. 4.2.4. Managing the security of IT systems and solutions
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02 - SUSTAINABILITY REPORT 118 Lectra - 2025 Annual Financial Report The impact of a functional scenario associated with at least one plausible operational scenario constitutes a risk scenario with its own level of criticality. These risk scenarios are ranked according to their criticality at the time they are established. An action plan is identified on this basis. Called the cybersecurity roadmap, it reduces the criticality of identified risks through one or more actions defined and calibrated to reduce their impact or likelihood. The cybersecurity plan, however, is not set in stone and depends on changes in its environment. In addition, the actual impact on the criticality of a scenario depends on other factors. For instance, the discovery of a complex vulnerability on an asset that needs to be corrected raises its criticality level, which may require revising the planned corrective action. In this case, the risk analysis is supplemented in several ways: ■ the vulnerabilities detected, cybersecurity incidents and events that could a̸ect Lectra, its suppliers and its customers are consolidated to characterize trends in attacks; ■ audits and controls provide concrete scenarios regarding threats; ■ awareness-raising activities which help to measure the plausibility of the paths of attack tested; ■ maintaining a cybersecurity surveillance program, which involves specific assignments, participation in seminars and clubs, and monitoring the specialized and general press. The cybersecurity roadmap is thus based on prioritizing risks as a function of their criticality. Each action is assigned a business sponsor, a cybersecurity expert, and a principal project leader. The business sponsor facilitates implementation by making choices at decision points, providing necessary resources within the business teams, and allocating a budget where necessary. The cybersecurity expert helps to complete each stage with a view towards reducing residual risks. The principal project leader is responsible for overall management of the action plan. Each action has its own scope and deadlines. The cybersecurity roadmap The current cybersecurity roadmap, which runs from 2023 through 2025, is based on a risk analysis conducted in 2022. It includes ten projects consolidated into themes according to whether they involve formal specification actions, operational protection measures, or the improvement of existing procedures. These themes are: ■ the body of documentation that sets out the rules for the use of systems and data and defines the procedure for managing security incidents; ■ ID and access management, to ensure that the principle of least privilege (POLP) is enforced, and that accounts are managed appropriately as employees evolve in the organization; ■ data security, including for personal data, to ensure data is secure from the time of creation and in data handling; ■ the security of solutions, equipment and software, to strengthen operational detection and protection of the assets embedded in the solutions; ■ the security of IT systems to strengthen the operational detection and protection of the IT assets made available to all employees; ■ awareness-raising among personnel with the aim of reducing human error, the primary source of threats according to security benchmarks; ■ business continuity to ensure that, in the event of application malfunction, an operational environment can be restored according to pre-determined time frames and procedures. To facilitate the implementation of the cybersecurity plan and ensure that deadlines are met, Lectra has set up committees to monitor these comprehensive and cross-functional risks. The purpose of this plan is to deploy all necessary resources to prevent significant impacts on the Group caused by a security incident. The cybersecurity risk analysis was updated in 2025 in order to establish a cybersecurity plan for 2026 taking the Group's maturity on the subjects and the changes in scope into account. Cybersecurity governance Since 2025, the cybersecurity plan has been part of the sustainability plan and is reviewed by a joint Audit Committee and Sustainability Committee before being approved by the Board of Directors. The results are now included in the sustainability report, reviewed by the Joint Sustainability Committee and Audit Committee, and will be validated by the Board of Directors. In operational terms, three levels allow for coherent and e̸ective monitoring of the cybersecurity plan over time: ■ a quarterly cybersecurity steering committee chaired by the Chairman and Chief Executive O̹cer and attended by the main parties concerned provides visibility on progress and any trade- o̸s required in particular related to the cybersecurity plan; ■ this committee receives updates through monthly follow-up meetings led by the cybersecurity expert, project managers and key operational contacts. They also enable news about incidents, cybersecurity monitoring, and the progress of related projects to be shared. Protecting customers' intellectual property and personal data against the risk of cyber attacks Customers' intellectual property is vital in their competitive environment. Therefore, Lectra's contractual position is never to interfere in the handling of their data, except in specific cases where this is something they expressly request. The objective is to strictly limit the risk of leaks and damage to intellectual property. Accordingly, logical access to the software modules handling customers' intellectual property is strictly managed within the Group. A selected team has permanent access and all actions are tracked. Limited one-o̸ access can be provided by this team, upon authorization, to analyse malfunctions reported by customers. The cybersecurity roadmap addresses specific measures relating to cutting equipment on the one hand, and software on the other, from the design stage to end of life, and throughout their operating cycles. The measures implemented also include monitoring of legal and regulatory developments in order to cover, among other things, the obligations relating to the protection of the limited personal data processed within the applications. Regarding the most critical points in terms of intellectual property, the cutting equipment has special encryption systems. It is regularly audited by independent third parties, according to a range of operational scenarios including intrusion and reverse engineering. Subcontractors and suppliers are involved in this process through a specialized project in the cybersecurity roadmap, which involves an in-depth analysis of their level of protection. The system also includes dynamic life-cycle assessment of equipment components to identify obsolescence. All software, whether connected to or embedded in equipment, is safeguarded at all times by a secure development approach. To minimize potential risks on a daily basis, teams are trained in secure development best practices. In addition, all new developments, even if they are patches, are analyzed from a cybersecurity perspective before being put into production. Each vulnerability is rated by severity before being reported to the teams for corrective action, with deadlines set according to the degree of urgency. In addition,
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02 - SUSTAINABILITY REPORT 119 Lectra - 2025 Annual Financial Report each o̸er is subject to annual audits with penetration testing carried out by outside organizations. Certifications Some of the Group's o̸ers have received cybersecurity certificates and attestations from an independent auditor, which confirms the robustness and e̸ectiveness of their security, availability and confidentiality controls. ▪ SOC 2 type II attestation for TextileGenesis and Launchmetrics (since 2023) and Kubix Link (since 2025) o̸ers. ▪ ISO 27001 certification for the Launchmetrics o̸er (since 2022). Key metrics N° Indicator 2025 2024 2023 GCY1 Number of cybersecurity incidents that affected the Group (1) 0 0 0 GCY2 Share of the average workforce that has received a training in cybersecurity (2) 95% 73% 89% (1) An incident is considered to be a reported and confirmed incident with a proven financial impact. (2) This refers to employees who have received at least one cybersecurity or data protection training course during the year. 4.3.1. Transformation of sales teams and customer relations The transition of the software business to a SaaS model is now one of Lectra's strategic pillars. This change is not limited to a technological evolution: it implies a profound transformation of all the teams involved in the customer journey, processes and tools in order to guarantee a uniform and sustainable customer experience. This transformation is led by the Chief Customer O̹cer. It is based on an in-depth assessment, carried out in the spring of 2025 with the help of Bearing Point, which enabled a precise inventory to be drawn up: individual interviews, documentary analysis and sharing workshops revealed a diversity of practices and maturity between the Group's various entities and solutions. The audit produced a list of recommendations covering several topics, including: ■ the roles and responsibilities of the people involved in the customer journey: some roles will evolve; others will be created. The customer journey itself has been reviewed, and in particular the intensity of relationships, with the need to o̸er personalized customer support for strategic accounts; ■ a focus on the role of Customer Success Managers : reminders of best practices were provided, with the aim of ensuring that these teams, which have been expanding for many years, fulfil their role in accordance with industry best practices; ■ compensation models; ■ the organization of operations, in particular support for field teams. In general, the change in the organization aims to improve customer satisfaction, align the teams' e̸orts with the Group's strategy, and promote up-selling(36) and cross-selling(37) practices; ■ tools & data: streamline tools and maximize their adoption, ensure that the tool ecosystem is consistent and enable seamless collaboration across departments and solutions to maximize customer experience and increase team performance (e.g. by identifying business opportunities and fueling the product roadmap); ■ implementation of a number of key indicators specific to the SaaS activity, for example the ARR (Annual Recurring Revenues) to manage performance and ensure sustainable growth. Based on all these recommendations, the Group plans to deploy a gradual transformation plan that will be an integral part of the deployment of the new 2026-2028 strategic roadmap. This plan is still under construction, although initiatives have already been initiated, for example on tools and training. Conversely, the process and organizational aspects will take a little longer to implement. A significant e̸ort will be devoted to the development of SaaS skills, with training programs, based on a multi-level certification program (see the associated figures in Section 3.2.3 of this report, under the theme "Supporting the development of employees' skills"). The aim of these programs for the sales forces is to strengthen the teams' expertise in Lectra solutions so that they are able to sell better, as close as possible to customer needs. Actions to raise managers' awareness of best practices in order to prevent excessive versatility, for example, are also planned. There are also certification courses for the various Customer Success functions which are more focused on customer satisfaction and the use of solutions: unlike sales representatives, they must be true experts in the solutions they support in order to provide the best possible assistance to customers. Sharing and synergies must be set up between the sales, Go-to- market and Customer Success teams, regarding certification paths, for instance, in order to smooth the handover between these di̸erent players and thus improve the customer experience. This entire organizational transformation approach reflects Lectra's desire to adapt its business model to current challenges: expertise, collaboration and sustainable value creation. 4.3.2. Artificial intelligence as a strategic opportunity to create value Artificial Intelligence (AI) is a major opportunity for Lectra to strengthen the value created for its customers and to consolidate its position as a key player in Industry 4.0. At Lectra, the integration of AI into o̸ers is not new: these technologies have been used for years in the Group's solutions to support customers and meet or anticipate their growing needs. The recent advances in artificial intelligence today are enabling us to go even further, developing ever more powerful and innovative solutions. The integration of AI technologies improves the performance and operational e̹ciency of o̸ers, automates complex processes, provides advanced analytics, and personalizes the user experience. These levers address the growing expectations of the markets targeted by the Group and are perfectly aligned with its strategy of developing SaaS o̸ers and high-value solutions. The implementation of AI in o̸ers is a priority for all Group Product and R&D managers. The Chief Technology O̹cer is steering the deployment across the Group to ensure consistency, define the rules and best practices for a common architecture, and train the teams. This organisation ensures alignment between the technology strategy, the product roadmap and market needs. Supported by an (36) O̸er the customer a higher or more complete version of the product or service they are considering purchasing. (37) Suggest products or services that are complementary to those the customer already purchases. 4.3 Issues specific to Lectra
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02 - SUSTAINABILITY REPORT 120 Lectra - 2025 Annual Financial Report ecosystem of constantly evolving technologies and partners, Lectra is capitalizing on many years of experience in artificial intelligence, thus strengthening its position to anticipate Industry 4.0 transformations and develop high value-added use cases. Lectra is deploying an action plan structured around four areas: ■ the gradual integration of AI into o̸ers: intelligent automation, process optimization, predictive analytics, improvement of quality and productivity for customers. A prioritization process and dedicated cross-functional governance have been put in place to target initiatives that will have the greatest impact for Lectra and its customers; ■ the development of shared technological bricks: AI components that can be reused between the Group's di̸erent o̸ers; ■ upskilling teams skills: initial and ongoing AI training, methodological support, best practices in responsible development; ■ structuring of governance and technology watch: steering by a steering committee, monitoring of data needs and market developments. The objectives over a three-year period are as follows: ■ generalize the integration of AI in o̸ers; ■ leverage the measurable impact of AI on customer performance.
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02 - SUSTAINABILITY REPORT 121 Lectra - 2025 Annual Financial Report 5. Appendices 5.1 Appendix 1: due diligence Core elements of due diligence Paragraphs in the sustainability statement a) Embedding due diligence in governance, strategy and business model 1.1. General presentation of the Group 1.3. Strategy 1.6. Sustainability governance and management b) Engaging with a̸ected stakeholders in all key steps of the due diligence 1.5. Stakeholder engagement c) Identifying and assessing adverse impacts 1.7. Double materiality assessment d) Taking actions to address those adverse impacts 2.3.1. Climate transition plan (climate mitigation policy) 2.3.2. Resilience analysis and climate change adaptation policy 3.2. Human resources policy – ESRS S1 3.4.1. Lectra solutions serving the social responsibility of users and customers 4.2.4. Managing the security of IT systems and solutions e) Tracking the e̸ectiveness of these e̸orts and communicating 2.3.4. Focus on the GHG assessment (E1-6) 2.3.4. Focus: GHG assessment (E1-6) / Carbon intensity 2.3.3. Energy consumption (E1-5) 2.3.3. Energy consumption (E1-5 ) / Renewable electricity 2.3.3. Energy consumption (E1-5) / Energy intensity 3.3. Human Resources policy monitoring indicators - ESRS S1: - Headcount - Compensation - Education and training - Health and safety at work - Non-employees 3.4.1. Lectra solutions serving the social responsibility of users and customers - Equipment compliant with EC Machinery Directive - Safety developments in every new equipment range 4.2.4. Managing the security of IT systems and solutions: - Percentage of employees trained - Number of cybersecurity incidents
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02 - SUSTAINABILITY REPORT 122 Lectra - 2025 Annual Financial Report 5.2 Appendix 2: Material impacts, risks and opportunities for the Lectra Group (double materiality assessment) ESRS Positive impact Negative impact Opportun ity Risk Stakeholders involved Time horizon* Climate change contribution E1 X Upstream - Suppliers - Transporters of materials used in the manufacturing of Lectra machines Downstream - Lectra's customers - Good transporters for Lectra machines Own operations - Production activities - Own workforce subject to commuting and business travel Short term Medium term Long term Optimizing textile and leather consumption with Lectra solutions E5 X ° Downstream: Lectra's customers Short term Medium term Traceability: a driving force for transparency in the textile and leather industry E5 S4 G1 X ° Downstream: Lectra's customers and their own suppliers Short term Medium term Long term Environmental regulatory changes strengthen Lectra’s market presence Lectra specific X Own workforce Downstream: the society, especially customers in the fashion industry Short term Medium term Declining demand for Lectra offerings due to changing consumer patterns Lectra specific X Own workforce Downstream: the society, especially customers in the fashion industry Long term Attractiveness, skills development and employee succession S1 ° X ° X Own workforce: all Lectra collaborators Short term Medium term Corporate culture at the heart of Lectra's transformation S1 ° X Own workforce: all Lectra collaborators Medium term Lack of expertise and ownership of artificial intelligence by Lectra teams S1 ° X Own workforce: all Lectra collaborators Medium term Integration and collaboration following acquisitions S1 G1 ° X Own workforce: all Lectra collaborators Downstream: - Lectra's customers - potential target companies Short term Medium term Customer-facing force transformation Lectra specific Lectra specific ° X Own workforce: sales and customer-related teams Short term Medium term Health and safety of Lectra equipment users S4 X Downstream: Lectra's customers Short term Medium term Long term Protecting customers’ intellectual property against the risk of cyber attacks G1 ° X ° ° Downstream: Lectra's customers Short term Medium term Cyberattack on Lectra’s information systems G1 X Own operations: Lectra's intellectual property Short term Medium term Uncompromising ethics that strengthen stakeholder confidence G1 X ° All stakeholders Short term Medium term Long term Artificial intelligence: a strategic opportunity to create value Lectra specific X Own operations: offers development Downstream: Lectra's customers Medium term Long term ■ Environment ■ Social ■ Governance X → Material impacts, risks and opportunities that result from the double materiality analysis ° → Secondary, non-material perspectivefrom witch the subject can be considered (for example, a subject initially identified as a risk can be subsequently also become an opportunity if it is correctly apprehended ; the positive material impacts identified for the Group's o̸ers are also financial opportunities) * Definitions of time horizons according to the ESRS: Short term : corresponds to the period chosen for the financial statements, which is one yea in this case; Medium term : between the period defined for the short term (one year in this case) and five years; Long term : more than five years
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02 - SUSTAINABILITY REPORT 123 Lectra - 2025 Annual Financial Report 5.3 Appendix 3: Lectra's compliance with the CSRD disclosure requirements ESRS Disclosure requirement Sustainability report section(s) ESRS 2 - General disclosures ESRS 2 BP-1 – General basis for the preparation of sustainability statements 1.2. Methodology and scope of reporting ESRS 2 BP-2 – Disclosures in relation to specific circumstances 1.1. General presentation of the Group 5.5. Appendix 5 ESRS 2 GOV-1 – The role of the administrative, supervisory and management bodies 1.6. Sustainability governance and management ESRS 2 GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 1.6. Sustainability governance and management 1.7. Double materiality assessment ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes 1.6. Sustainability governance and management / Sustainability based variable compensation criteria ESRS 2 GOV-4 – Statement on due diligence 5.1. Appendix 1: due diligence ESRS 2 GOV-5 – Risk management and internal controls over sustainability reporting 1.7. Double materiality assessment / Links with internal control and risk management ESRS 2 SBM-1 – Strategy, business model and value chain 1.1. General presentation of the Group 1.3. Strategy 1.7. Double materiality assessment / Value chain ESRS 2 SBM-2 – Interests and views of stakeholders 1.5. Stakeholder engagement ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model 1.7. Double materiality assessment / Double materiality assessment results ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities 1.7. Double materiality assessment - Identification and assessment of the materiality of Impacts, Risks and Opportunities ESRS 2 IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 5.5. Appendix 3: This table E1 - Climate change E1 GOV-3 – Integration of sustainability-related performance in incentive schemes 1.6. Sustainability governance and management / Sustainability based variable compensation criteria E1 E1-1 – Transition plan for climate change mitigation 2.3.1. Climate transition plan (climate mitigation policy) E1 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model 2.3.2. Resilience analysis and climate change adaptation policy E1 IRO-1 – Description of the processes to identify and assess material climate-related impacts, risks and opportunities 2.1. Material environmental impacts, risks and opportunities E1 E1-2 – Policies related to climate change mitigation and adaptation 2.3.1. Climate transition plan (climate mitigation policy) E1 E1-3 – Actions and resources in relation to climate change policies 2.3.1. Climate transition plan (climate mitigation policy) / Reduction levers; Action plan 2.3.2. Resilience analysis and climate change adaptation policy / Physical risk adaptation; Adaptation to transition risks and opportunities; Resources mobilized E1 E1-4 – Targets related to climate change mitigation and adaptation 2.3.1. Climate transition plan (climate mitigation policy) / Reduction levers; Action plan 2.3.2. Resilience analysis and climate change adaptation policy / Key metrics and targets E1 E1-5 – Energy consumption and mix 2.3.3. Energy consumption E1 E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions 2.3.4. Focus: carbon assessment E1 E1-7 – GHG removals and GHG mitigation projects financed through carbon credits N/A E1 E1-8 – Internal carbon pricing N/A E1 E1-9 – Anticipated financial e̸ects from material physical and transition risks and potential climate-related opportunities Phase-in: not published this year E2 - Pollution E2 IRO-1 – Description of the processes to identify and assess material pollution-related impacts, risks and opportunities Not material for Lectra E2 E2-1 – Policies related to pollution E2 E2-2 – Actions and resources related to pollution E2 E2-3 – Targets related to pollution E2 E2-4 – Pollution of air, water and soil E2 E2-5 – Substances of concern and substances of very high concern E2 E2-6 – Anticipated financial e̸ects from pollution-related impacts, risks and opportunities E3 - Water and marine resources E3 IRO-1 – Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities Not material for LectraE3 E3-1 – Policies related to water and marine resources E3 E3-2 – Actions and resources related to water and marine resources E3 E3-3 – Targets related to water and marine resources
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02 - SUSTAINABILITY REPORT 124 Lectra - 2025 Annual Financial Report ESRS Disclosure requirement Sustainability report section(s) E3 E3-4 – Water consumption E3 E3-5 – Anticipated financial e̸ects from water and marine resources-related impacts, risks and opportunities E4 - Biodiversity and ecosystems E4 E4-1 – Transition plan and consideration of biodiversity and ecosystems in strategy and business model Not material for Lectra E4 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model E4 IRO-1 – Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities E4 E4-2 – Policies related to biodiversity and ecosystems E4 E4-3 – Actions and resources related to biodiversity and ecosystems E4 E4-4 – Targets related to biodiversity and ecosystems E4 E4-5 – Impact metrics related to biodiversity and ecosystems change E4 E4-6 – Anticipated financial e̸ects from biodiversity and ecosystem-related risks and opportunities E5 - Resource use and circular economy E5 IRO-1 – Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities 2.1. Material environmental impacts, risks and opportunities E5 E5-1 – Policies related to resource use and circular economy 2.4. Eco-design policy E5 E5-2 – Actions and resources related to resource use and circular economy 2.4.3. Eco-design policy / Eco-design actions E5 E5-3 – Targets related to resource use and circular economy 2.4.3. Eco-design policy / Eco-design actions / Key metrics and targets E5 E5-4 – Resource inflows Not material for Lectra E5 E5-5 – Resource outflows 2.4.3. Eco-design policy / Eco-design actions / Key metrics and targets E5 E5-6 – Anticipated financial e̸ects from resource use and circular economy-related impacts, risks and opportunities Not material for Lectra S1 - Own workforce S1 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model 3.1. Material social impacts, risks and opportunities S1 S1-1 – Policies related to own workforce 3.2. Human resources policy – ESRS S1 S1 S1-2 – Processes for engaging with own workers and workers’ representatives about impacts 3.2.2. The fundamentals, non-negotiable for Lectra / Organization of labor relations S1 S1-3 – Processes to remediate negative impacts and channels for own workers to raise concerns 3.2.2. The fundamentals, non-negotiable for Lectra / Organization of labor relations 3.2.3. Four ambitions to support the Group's transformation / Ambition 1: Enhance Lectra's attractiveness / Enrich the employee experience 4.2.1. Business conduct governance / Whistleblowing management S1 S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and e̸ectiveness of those actions 3.2. Human resources policy – ESRS S1 S1 S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 3.2. Human resources policy – ESRS S1 S1 S1-6 – Characteristics of the undertaking’s employees 3.3. Human Resources policy monitoring indicators - ESRS S1 S1 S1-7 - Characteristics of non-employee workers in the undertaking’s own workforce 3.3. Human Resources policy monitoring indicators - ESRS S1 S1 S1-8 – Collective bargaining coverage and social dialogue 3.2.2. Fundamentals, non-negotiable for Lectra / Organization of labor relations; Information on collective agreements S1 S1-9 – Diversity metrics 3.3. Human Resources policy monitoring indicators - ESRS S1 / Headcount S1 S1-10 – Adequate wages 3.3. Human Resources policy monitoring indicators - ESRS S1 / Compensation S1 S1-11 – Social protection Phase-in: not published this year S1 S1-12 – Persons with disabilities 3.2.2. Fundamentals, non-negotiable for Lectra / Diversity, equal opportunities and inclusion S1 S1-13 – Training and skills development metrics 3.3. Human Resources policy monitoring indicators - ESRS S1 / Training S1 S1-14 – Health and safety metrics 3.3. Human Resources policy monitoring indicators - ESRS S1 / Occupational health and safety policy S1 S1-15 – Work-life balance metrics Not material for Lectra
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02 - SUSTAINABILITY REPORT 125 Lectra - 2025 Annual Financial Report ESRS Disclosure requirement Sustainability report section(s) S1 S1-16 – Compensation metrics (pay gap and total compensation) 3.3. Human Resources policy monitoring indicators - ESRS S1 / Compensation S1 S1-17 – Incidents, complaints and severe human rights impacts Not material for Lectra S2 - Workers in the value chain S2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model Not material for Lectra S2 S2-1 – Policies related to value chain workers S2 S2-2 – Processes for engaging with value chain workers about impacts S2 S2-3 – Processes to remediate negative impacts and channels for value chain workers to raise concerns S2 S2-4 - Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and e̸ectiveness of those actions S2 S2-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities S3 - A̸ected communities S3 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model Not material for Lectra S3 S3-1 - Policies related to a̸ected communities S3 S3-2 - Processes for engaging with a̸ected communities about impacts S3 S3-3 - Processes to remediate negative impacts and channels for a̸ected communities to raise concerns S3 S3-4 - Taking action on material impacts on a̸ected communities, and approaches to managing material risks and pursuing material opportunities related to a̸ected communities, and e̸ectiveness of those actions S3 S3-5 - Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities S4 - Consumers and end-users S4 SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and business model 3.1. Material social impacts, risks and opportunities S4 S4-1 – Policies related to consumers and end-users 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users S4 S4-2 – Processes for engaging with consumers and end-users about impacts 3.4.2. Dialogue with customers S4 S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to raise concerns 3.4.2. Dialogue with customers / Handling customer feedback and incident reports S4 S4-4 – Taking action on material impacts on consumers and end- users, and approaches to managing material risks and pursuing material opportunities related to consumers and end-users, and e̸ectiveness of those actions 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users S4 S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users G1 - Business conduct G1 GOV-1 – The role of the administrative, supervisory and management bodies 4.2.1. Governance of business conduct / Bodies overseeing business conduct G1 G1-1 – Business conduct and corporate culture policies 4.2.1. Governance of business conduct / Code of Ethics 4.2.2. Focus: Governance of responsible purchasing 4.2.3. Governance of acquisitions 4.2.4. Managing the security of IT systems and solutions 4.3.1. Transformation, sales teams and customer relations 4.3.2. Artificial intelligence as a strategic opportunity to create value G1 G1-2 – Management of relationships with suppliers 4.2.2. Focus: Governance of responsible purchasing G1 G1-3 – Prevention and detection of corruption and bribery 4.2.1. Governance of business conduct / Code of Ethics G1 G1-4 – Confirmed incidents of corruption or bribery 4.2.1. Governance of business conduct / Key metrics G1 G1-5 – Political influence and lobbying activities Not material for LectraG1 G1-6 – Payment practices
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02 - SUSTAINABILITY REPORT 126 Lectra - 2025 Annual Financial Report 5.4 Appendix 4: GRI concordance table GRI reference Description Report chapters Sections and subsections GRI 2 GRI 2 - ORGANIZATION AND REPORTING PRACTICES 2-1 Organizational details General presentation of the Group 1.1 General presentation of the Group 2-2 Entities included in the organization’s sustainability reporting Sustainability report 1.2. Methodology and scope of reporting 2-3 Reporting period, frequency and contact point Sustainability report 1.2. Methodology and scope of reporting 2-4 Restatements of information Sustainability report 1.2. Methodology and scope of reporting 2-5 External assurance Sustainability report 6. Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/ 852 GRI 2 - ACTIVITIES AND WORKERS 2-6 Activities, value chain and other business relationships Sustainability report 1.1. General presentation of the Group 1.7. Double materiality assessment 2-7 Employees Sustainability report 3.3. Human Resources policy monitoring indicators - ESRS S1 2-8 Workers who are not employees Sustainability report 3.3. Human Resources policy monitoring indicators - ESRS S1 GRI 2 - GOVERNANCE 2-9 Governance structure and composition Corporate Governance Report 1. Directors and managing bodies 2-10 Nomination and selection of the highest governance body Corporate Governance Report 1. Directors and managing bodies 2-11 Chair of the highest governance body Corporate Governance Report 1. Directors and managing bodies 2-12 Role of the highest governance body in overseeing the management of impacts Sustainability report 1.6. Sustainability governance and management 2-13 Delegation of responsibility for managing impacts Sustainability report 1.6. Sustainability governance and management 2-14 Role of the highest governance body in sustainability reporting Sustainability report 1.6. Sustainability governance and management 2-15 Conflicts of interest Corporate Governance Report 1. Directors and managing bodies 2-16 Communication of critical concerns Corporate Governance Report 1. Directors and managing bodies 2-17 Collective knowledge of the highest governance body Corporate Governance Report 1. Directors and managing bodies 2-18 Evaluation of the performance of the highest governance body Corporate Governance Report 1. Directors and managing bodies 2-19 Remuneration policies Corporate Governance Report 2. Compensation and benefits of Company O̹cers and Directors 2-20 Process to determine remuneration Corporate Governance Report 2. Compensation and benefits of Company O̹cers and Directors 2-21 Annual total compensation ratio Sustainability report 3.3. Human Resources policy monitoring indicators - ESRS S1 GRI 2 - STRATEGY, POLICIES AND PRACTICES 2-22 Statement on sustainable development strategy Sustainability report 1.3. Strategy 2-23 Policy commitments Sustainability report 2.2. Environmental policy 2.3.1. Climate transition plan (climate mitigation policy) 2.3.2. Resilience analysis and climate change adaptation policy 2.4. Eco-design policy 3.2. Human resources policy – ESRS S1 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users 4.2.2. Focus: Governance of responsible purchasing
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02 - SUSTAINABILITY REPORT 127 Lectra - 2025 Annual Financial Report GRI reference Description Report chapters Sections and subsections 4.2.4. Managing the security of IT systems and solutions / Cybersecurity policy 2-24 Embedding policy commitments Sustainability report 2.2. Environmental policy 2.3.1. Climate transition plan (climate mitigation policy) 2.3.2. Resilience analysis and climate change adaptation policy 2.4. Eco-design policy 3.2. Human resources policy – ESRS S1 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users 4.2.2. Focus: Governance of responsible purchasing 4.2.4. Managing the security of IT systems and solutions / Cybersecurity policy 2-25 Processes to remediate negative impacts Sustainability report 2.2. Environmental policy 2.3.1. Climate transition plan (climate mitigation policy) 2.3.2. Resilience analysis and climate change adaptation policy 2.4. Eco-design policy 3.2. Human resources policy – ESRS S1 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users 4.2.2. Focus: Governance of responsible purchasing 4.2.4. Managing the security of IT systems and solutions / Cybersecurity policy 2-26 Mechanisms for seeking advice and raising concerns Sustainability report 2.2. Environmental policy 2.3.1. Climate transition plan (climate mitigation policy) 2.3.2. Resilience analysis and climate change adaptation policy 2.4. Eco-design policy 3.2. Human resources policy – ESRS S1 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users 4.2.2. Focus: Governance of responsible purchasing 4.2.4. Managing the security of IT systems and solutions / Cybersecurity policy 2-27 Compliance with laws and regulations Sustainability report 4.2.1. Governance of business conduct 2-28 Membership associations Sustainability report 1.8. Assessment of the Group’s non-financial performance GRI 2 - STAKEHOLDER ENGAGEMENT 2-29 Approach to stakeholder engagement Sustainability report 1.5. Stakeholder engagement 2-30 Collective bargaining Sustainability report 3.2.2. Fundamentals, non-negotiable for Lectra / Organization of labor relations; Information on collective agreements GRI 200 GRI 201 - ECONOMIC PERFORMANCE 201-1 Direct economic value generated and distributed General presentation of the Group Business model 201-2 Sustainability report 1.7. Double materiality assessment
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02 - SUSTAINABILITY REPORT 128 Lectra - 2025 Annual Financial Report GRI reference Description Report chapters Sections and subsections Financial implications and other risks and opportunities due to climate change GRI 202 - MARKET PRESENCE 202-1 Ratios of standard entry level wage by gender compared to local minimum wage Sustainability report 3.3. Human Resources policy monitoring indicators - ESRS S1 202-2 Proportion of senior management hired from the local community Information not available (not material for Lectra's business: nm) - GRI 203 - INDIRECT ECONOMIC IMPACT 203-1 Infrastructure investments and services supported Sustainability report 1.8. Assessment of the Group’s non-financial performance 203-2 Significant indirect economic impacts Sustainability report 1.8. Assessment of the Group’s non-financial performance GRI 204 - PROCUREMENT PRACTICES 204-1 Proportion of spending on local suppliers Sustainability report 4.2.1. Governance of business conduct GRI 205 - ANTICORRUPTION 205-1 Operations assessed for risks related to corruption Sustainability report 4.2.1. Governance of business conduct 205-2 Communication and training about anti-corruption policies and procedures Sustainability report 4.2.1. Governance of business conduct 205-3 Confirmed incidents of corruption and actions taken Sustainability report 4.2.1. Governance of business conduct GRI 206 - ANTI-COMPETITVE BEHAVIOUR 206-1 Legal actions for anti-competitive behavior, anti-trust, and monopoly practices Sustainability report 4.2.1. Governance of business conduct GRI 207 – TAX 207-1 Approach to tax Management Discussion and Analysis 3. Control environment and risk factors 207-2 Tax governance, control, and risk management Management Discussion and Analysis 3. Control environment and risk factors 207-3 Stakeholder engagement and management of concerns related to tax Management Discussion and Analysis 3. Control environment and risk factors 207-4 Country-by-country reporting Information not available - GRI 300 GRI 301 – MATERIALS 301-1 Materials used by weight or volume Sustainability report 2.4. Eco-design policy 301-2 Recycled input materials used Sustainability report 2.4. Eco-design policy 301-3 Reclaimed products and their packaging materials Sustainability report 2.4. Eco-design policy GRI 302 - ENERGY 302-1 Energy consumption within the organization Sustainability report 2.3.3. Energy consumption 302-2 Energy consumption outside of the organization Sustainability report 2.3.3. Energy consumption 302-3 Energy intensity Sustainability report 2.3.3. Energy consumption 302-4 Reduction of energy consumption Sustainability report 2.3.3. Energy consumption 302-5 Reductions in energy requirements of products and services Sustainability report 2.3.3. Energy consumption GRI 303 - WATER AND EFFLUENTS 303-1 Interactions with water as a shared resource Information not available (nm) - 303-2 Management of water discharge-related impacts Information not available (nm) - 303-3 Water withdrawal Information not available (nm) - 303-4 Water discharge Information not available (nm) - 303-5 Water consumption Information not available (nm) - GRI 304 - BIODIVERSITY 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas Information not available (nm) - 304-2 Significant impacts of activities, products and services on biodiversity Information not available (nm) - 304-3 Habitats protected or restored Information not available (nm) - 304-4 IUCN Red List species and national conservation list species with habitats in areas a̸ected by operations Information not available (nm) - GRI 305 – EMISSIONS 305-1 Direct (Scope 1) GHG emissions Sustainability report 2.3.4. Focus: carbon assessment 305-2 Direct (Scope 2) GHG emissions Sustainability report 2.3.4. Focus: carbon assessment
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02 - SUSTAINABILITY REPORT 129 Lectra - 2025 Annual Financial Report GRI reference Description Report chapters Sections and subsections 305-3 Other indirect (Scope 3) GHG emissions Sustainability report 2.3.4. Focus: carbon assessment 305-4 GHG emissions intensity Sustainability report 2.3.4. Focus: carbon assessment 305-5 GHG emission reduction Sustainability report 2.3.4. Focus: carbon assessment 305-6 Emissions of ozone-depleting substances (ODS) Information not available (nm) - 305-7 Nitrogen oxide emissions Information not available (nm) - GRI 306 – WASTE 306-1 Waste generation and significant waste-related impacts Sustainability report 2.4. Eco-design policy 306-2 Management of significant waste-related impacts Sustainability report 2.4. Eco-design policy 306-3 Waste generated Sustainability report 2.4. Eco-design policy 306-4 Waste diverted from disposal Sustainability report 2.4. Eco-design policy 306-5 Waste directed to disposal Sustainability report 2.4. Eco-design policy GRI 308 - SUPPLIER ENVIRONMENTAL ASSESSMENT 308-1 New suppliers that were screened using environmental criteria Sustainability report 4.2.1. Governance of business conduct 308-2 Negative environmental impacts in the supply chain and actions taken Sustainability report 4.2.1. Governance of business conduct GRI 400 GRI 401 - RECRUITMENT 401-1 New employee hires and employee turnover Sustainability report 3.2. Human resources policy – ESRS S1 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees Sustainability report 3.2. Human resources policy – ESRS S1 401-3 Parental leave Sustainability report 3.2. Human resources policy – ESRS S1 GRI 403 - OCCUPATIONAL HEALTH AND SAFETY 403-1 Occupational health and safety management system Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 3.3. Human Resources policy monitoring indicators - ESRS S1 403-2 Hazard identification, risk assessment, and incident investigation Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 3.3. Human Resources policy monitoring indicators - ESRS S1 403-3 Occupational health services Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-4 Worker participation, consultation, and communication on occupational health and safety Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-5 Worker training on occupational health and safety Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-6 Promotion of worker health Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-8 Workers covered by an occupational health and safety management system Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 403-9 Work-related injuries Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work 3.3. Human Resources policy monitoring indicators - ESRS S1 403-10 Occupational illnesses Sustainability report 3.2.2. The fundamentals, non-negotiable for Lectra / Health and safety at work GRI 404 - TRAINING AND EDUCATION 404-1 Average hours of training per year per employee Sustainability report 3.2. Human resources policy - ESRS S1 / Ambition 2: increase the employability of employees 3.3. Human Resources policy monitoring indicators - ESRS S1 404-2 Programs for upgrading employee skills and transition assistance programs Sustainability report 3.2. Human resources policy - ESRS S1 / Ambition 2: increase the employability of employees 404-3 Percentage of employees receiving regular performance and career development reviews Sustainability report 3.2. Human resources policy - ESRS S1 / Ambition 2: increase the employability of employees 3.3. Human Resources policy monitoring indicators - ESRS S1
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02 - SUSTAINABILITY REPORT 130 Lectra - 2025 Annual Financial Report GRI reference Description Report chapters Sections and subsections GRI 405 - DIVERSITY AND EQUAL OPPORTUNITY 405-1 Diversity of governance bodies and employees Sustainability report 1.6. Sustainability governance and management 405-2 Ratio of basic salary and remuneration of women to men Sustainability report 3.3. Human Resources policy monitoring indicators - ESRS S1 GRI 406 - NON-DISCRIMINATION 406-1 Incidents of discrimination and corrective actions taken Information not available - GRI 407 - FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk Sustainability report 4.2.1. Governance of business conduct GRI 408 - CHILD LABOR 408-1 Operations and suppliers at significant risk for incidents of child labor Sustainability report 4.2.1. Governance of business conduct GRI 409 - FORCED OR COMPULSORY LABOR 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor Sustainability report 4.2.1. Governance of business conduct GRI 410 - SECURITY PRACTICES 410-1 Security personnel trained in human rights policies or procedures Sustainability report 3.2. Human resources policy – ESRS S1 GRI 411 - RIGHTS OF INDIGENOUS PEOPLES 411-1 Incidents of violations involving rights of indigenous peoples Information not available (nm) - GRI 413 - LOCAL COMMUNITIES 413-1 Operations with local community engagement, impact assessments, and development programs Information not available (nm) - 413-2 Operations with significant actual and potential negative impacts on local communities Information not available (nm) - GRI 414 - SUPPLIER SOCIAL ASSESSMENT 414-1 New suppliers that were screened using social criteria Sustainability report 4.2.1. Governance of business conduct 414-2 Negative social impacts in the supply chain and actions taken Sustainability report 4.2.1. Governance of business conduct GRI 415 - PUBLIC POLICIES 415-1 Political contributions Information not available (nm) - GRI 416 - CUSTOMER HEALTH AND SAFETY 416-1 Assessment of the health and safety impacts of product and service categories Sustainability report 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users 416-2 Incidents of non-compliance concerning the health and safety impacts of products and services Sustainability report 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users GRI 417 - MARKETING AND LABELING 417-1 Requirements for product and service information and labeling Information not available 417-2 Incidents of non-compliance concerning product and service information and labeling Information not available 417-3 Incidents of non-compliance concerning the health and safety impacts of products and services Information not available GRI 418 - CUSTOMER PRIVACY 418-1 Substantiated complaints concerning breaches of customer privacy and losses of customer data Sustainability report 4.2.4. Managing the security of IT systems and solutions
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02 - SUSTAINABILITY REPORT 131 Lectra - 2025 Annual Financial Report 5.5 Appendix 5: list of datapoints in cross-cutting and topical standards that derive from other EU legislation Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) Indicator number 13, Table 1, Annex I Commission Delegated Regulation (EU) 2020/ 1816, Annex II (27) 1.6. Sustainability governance and management ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Commission Delegated Regulation (EU) 2020/ 1816, Annex II 1.6. Sustainability governance and management ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10, Table 3, Annex I 1.7.Double materiality assessment 5.1. Appendix 1 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Indicators number 4, Table 1, Annex I Regulation (EU) 575/ 2013, Article 449(a) Commission Implementing Regulation (EU) 2022/ 2453 (28) Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Commission Delegated Regulation (EU) 2020/ 1816, Annex II Not relevant ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table 2, Annex I Commission Delegated Regulation (EU) 2020/ 1816, Annex II Not relevant ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Indicator number 14 Table 1, Annex I Delegated Regulation (EU) 2020/1818, Article 12(1) (29) Delegated Regulation (EU) 2020/ 1816, Annex II Not relevant ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/ 1816, Annex II Not relevant ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/ 1119, Article 2(1) 2.3.1. Climate transition plan (climate mitigation policy) ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/ 2453 Template 1: Banking portfolio - Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 12.1 (d) to (g), and Article 12.2 2.3.1. Climate transition plan (climate mitigation policy) ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4, Table 2, Annex I Article 449a Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/ 2453 Template 3: Banking portfolio – Climate change transition risk: Delegated Regulation (EU) 2020/1818, Article 6 2.3.1. Climate transition plan (climate mitigation policy)
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02 - SUSTAINABILITY REPORT 132 Lectra - 2025 Annual Financial Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report alignment metrics ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5, Table 1, and Indicator number 5, Table 2, Annex I Non-material ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5, Table 1, Annex I 2.3.3. Energy consumption ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6, Table 1, Annex I 2.3.3. Energy consumption / Energy intensity ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2, Table 1, Annex I Article 449a Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/ 2453 Template 1: Banking portfolio - Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) 2.3.4. Focus: GHG assessment ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicator number 3, Table 1, Annex 1 Article 449a Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/ 2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) 2.3.4. Focus: GHG assessment / Carbon intensity ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/ 1119, Article 2(1) Not relevant ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II Not published – phase- in for E1-9 ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66(a) ESRS E1-9 Location of significant assets exposed to significant physical risk Paragraph 66(c) Article 449a of Regulation (EU) No 575/ 2013, Commission Implementing Regulation (EU) 2022/ 2453, paragraphs 46 and 47, Template 5: Banking portfolio – Climate change physical risk: exposures subject to physical risk Not published – phase- in for E1-9 ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-e̹ciency classes paragraph 67 (c) Article 449a Regulation (EU) No. 575/2013; Commission Implementing Regulation (EU) 2022/ 2453 paragraph 34; Template 2: Banking book - Climate change transition risk: Loans collateralized by immovable property - Energy e̹ciency of the collateral Not published – phase- in for E1-9
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02 - SUSTAINABILITY REPORT 133 Lectra - 2025 Annual Financial Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities paragraph 69 Commission Delegated Regulation (EU) 2020/ 1818, Annex II Not published – phase- in for E1-9 ESRS E2-4 Amount of each pollutant listed in Annex II of the EPRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8, Table 1, Annex I ; Indicator number 2, Table 2, Annex I, Indicator number 1, Table 2, Annex I ; Indicator number 3, Table 2, Annex I Non-material ESRS E3-1 Water and marine resources paragraph 9 Indicator number 7, Table 2, Annex I Non-material ESRS E3-1 Dedicated policy paragraph 13 Indicator number 8, Table 2, Annex I Non-material ESRS E3-1 Sustainable oceans and seas paragraph 14 Indicator number 12, Table 2, Annex I Non-material ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2, Table 2, Annex I Non-material ESRS E3-4 Total water consumption in m3 per net revenues on own operations paragraph 29 Indicator number 6.1, Table 2, Annex I Non-material ESRS 2- IRO 1 - E4 paragraph 16 (a) i Indicator number 7, Table 1, Annex I Non-material ESRS 2- IRO 1 - E4 paragraph 16 (b) Indicator number 10, Table 2, Annex I Non-material ESRS 2- IRO 1 - E4 paragraph 16 (c) Indicator number 14, Table 2, Annex I Non-material ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) Indicator number 11, Table 2, Annex I Non-material ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) Indicator number 12, Table 2, Annex I Non-material ESRS E4-2 Policies to address deforestation paragraph 24 (d) Indicator number 15, Table 2, Annex I Non-material ESRS E5-5 Non recycled waste paragraph 37 (d) Indicator number 13, Table 2, Annex I 2.4. Eco-design policy / Eco-design actions / Key metrics and targets ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9, Table 1, Annex I Hazardous waste: 2.4 Eco-design policy / Eco-design actions / Key indicators and targets Radioactive waste: Not relevant ESRS 2- SBM3 - S1 Indicator number 13, Table 3, Annex I 3.2. Human resources policy – ESRS S1
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02 - SUSTAINABILITY REPORT 134 Lectra - 2025 Annual Financial Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report Risk of incidents of forced labor paragraph 14 (f) 4.2.1. Governance of business conduct / Code of Ethics ESRS 2- SBM3 - S1 Risk of incidents of child labor paragraph 14 (g) Indicator number 12, Table 3, Annex I 3.2. Human resources policy – ESRS S1 4.2.1. Governance of business conduct / Code of Ethics ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9, Table 3 and Indicator number 11, Table 1, Annex I 3.2. Human resources policy – ESRS S1 4.2.1. Governance of business conduct / Code of Ethics ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labour Organization Conventions 1 to 8, paragraph 21 Commission Delegated Regulation (EU) 2020/ 1816, Annex II 3.2. Human resources policy – ESRS S1 4.2.1. Governance of business conduct / Code of Ethics ESRS S1-1 Processes and measures for preventing tra̹cking in human beings paragraph 22 Indicator number 11, Table 3, Annex I Non-material ESRS S1-1 Workplace accident prevention policy or management system paragraph 23 Indicator number 1, Table 3, Annex I 3.2. Human resources policy – ESRS S1 / 3.2.2. Non-negotiable fundamentals for Lectra / Health and safety at work ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5, Table 3, Annex I 3.2. Human resources policy – ESRS S1 / 3.2.2. Non-negotiable fundamentals for Lectra / Organization of labor relations 4.2.1. Governance of business conduct / Code of Ethics ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) Indicator number 2, Table 3, Annex I Commission Delegated Regulation (EU) 2020/ 1816, Annex II 3.2. Human resources policy – ESRS S1 / 3.2.2. Non-negotiable fundamentals for Lectra / Health and safety at work 3.3. Human Resources policy monitoring indicators - ESRS S1 ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Indicator number 3, Table 3, Annex I 3.2. Human resources policy – ESRS S1 / 3.2.2. Non-negotiable fundamentals for Lectra / Health and safety at work 3.3. Human Resources policy monitoring indicators - ESRS S1 ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12, Table 1, Annex I Delegated Regulation (EU) 2020/1816, Annex II 3.3. Human Resources policy monitoring indicators - ESRS S1 ESRS S1-16 Indicator number 8, Table 3, Annex I 3.3. Human Resources policy monitoring indicators - ESRS S1
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02 - SUSTAINABILITY REPORT 135 Lectra - 2025 Annual Financial Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report Excessive CEO pay ratio paragraph 97 (b) ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 Table 3, Annex I Non-material ESRS S1-17 Nonrespect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 104(a) Indicator number 10, Table 1 and Indicator number 14, Table 3, Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Article 12 (1) Non-material ESRS 2- SBM3 – S2 Significant risk of child labor or forced labor in the value chain paragraph 11 (b) Indicators number 12 and number 13, Table 3, Annex I Non-material ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9, Table 3 and Indicator number 11, Table 1, Annex I Non-material ESRS S2-1 Policies related to value chain workers paragraph 18 Indicators number 11 and number 4, Table 3, Annex I Non-material ESRS S2-1 Nonrespect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10 Table 1, Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Article 12 (1) Non-material ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organization Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II Non-material ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 Indicator number 14, Table 3, Annex I Non-material ESRS S3-1 Human rights policy commitments paragraph 16 Indicator number 9, Table 3 and Indicator number 11, Table 1, Annex I Non-material ESRS S3-1 Non-respect of UNGPs on Business and Human Rights, ILO principles and/or OECD guidelines paragraph 17 Indicator number 10 Table 1, Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Article 12 (1) Non-material ESRS S3-4 Human rights issues and incidents paragraph 36 Indicator number 14, Table 3, Annex I Non-material ESRS S4-1 Policies related to consumers and end-users paragraph 16 Indicator number 9 Table 3 and Indicator number 11, Table 1 of Annex I 3.4.1. Lectra solutions serving the social responsibility of users and customers / Safe and easy-to-use equipment improving working conditions for users ESRS S4-1 Indicator number 10 Table 1, Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation 3.4. Consumers and end-users - ESRS S4
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02 - SUSTAINABILITY REPORT 136 Lectra - 2025 Annual Financial Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Sections of the report Nonrespect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 17 (EU) 2020/1818, Article 12 (1) 4.2.1. Governance of business conduct / Code of Ethics ESRS S4-4 Human rights issues and incidents paragraph 35 Indicator number 14, Table 3, Annex I 3.4. Consumers and end-users - ESRS S4 4.2.1. Governance of business conduct / Code of Ethics ESRS G1-1 United Nations Convention against Corruption paragraph 10(b) Indicator number 15 Table 3, Annex I Non-material ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6, Table 3, Annex I Non-material ESRS G1-4 Fines for violation of anti- corruption and anti-bribery laws paragraph 24 (a) Indicator number 17, Table 3, Annex I Delegated Regulation (EU) 2020/1816, Annex II 4.2.1. Business conduct governance / Whistleblowing system ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) Indicator number 16, Table 3, Annex I Non-material
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02 - SUSTAINABILITY REPORT 137 Lectra - 2025 Annual Financial Report 5.6 Appendix 6 : description of greenhouse gas emissions assessment categories GHG Protocol categories Within the Group Data sources 1.1 Generation of electricity, heat or steam Emissions from gas consumption for heating buildings Physical data collected on industrial and tertiary sites Calculation: Sweep platform 1.2 Transportation of materials, products, waste, and employees Emissions related to the use of fuel for journeys made by the vehicle fleet Data estimated from km driven and vehicle types Calculation: Sweep platform 1.3 Physical or chemical processing Not applicable Not applicable 1.4 Fugitive emissions Emissions from refrigerant leaks from building air- conditioning systems Physical data collected on industrial sites Data estimated based on surface areas of air- conditioned buildings Calculation: Sweep platform 2.1 Electricity-related indirect emissions Emissions linked to the production of electricity consumed by buildings Physical data collected on industrial and tertiary sites Compute: Sweep platform 3.1 Purchased goods and services Emissions from all goods (and services) purchased by Lectra. The main purchase is steel for equipment production Monetary and physical data Calculation: Greenly platform 3.2 Capital goods Emissions linked to fixed assets (IT equipment, furniture, etc.) Financial data Calculation: Greenly platform 3.3 Fuel and energy-related activities not included in scope 1 or scope 2 Emissions corresponding to the upstream energy consumed by buildings and vehicles Physical data collected on industrial and tertiary sites Calculation: Greenly platform 3.4 Upstream transportation and distribution Emissions from freight transport Physical data (from a MSD) and monetary data Calculation: Greenly platform 3.5 Waste generated in operations Emissions generated by the treatment of waste Physical data collected on industrial sites (volume and treatment) Estimated data on tertiary sites Calculation: Greenly platform 3.6 Business travel Emissions from business travel (car, train, plane and hotels) Data calculated and transmitted by Egencia, the Group's travel agency Calculation: Greenly platform 3.7 Employee commuting Emissions corresponding to the travel of all employees between home and workplace Data extrapolated from a questionnaire completed by employees Calculation: Greenly platform 3.8 Upstream leased assets Emissions from leased assets (vehicles and storage space) Monetary and physical data Calculation: Greenly platform 3.9 Downstream transportation and distribution Not applicable Not applicable 3.10 Processing of sold products Not applicable Not applicable 3.11 Use of sold products Emissions resulting from the electricity consumption of equipment sold throughout its use by the customer Physical data based on the electricity consumption of each equipment range 3.12 End-of-life treatment of sold products Emissions linked to the treatment of equipment sold at end-of-life Data estimated on the basis of life-cycle analyses carried out on each range of equipment sold 3.13 Downstream leased assets Not applicable Not applicable 3.14 Franchises Not applicable Not applicable 3.15 Investments Not applicable Not applicable
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02 - SUSTAINABILITY REPORT 138 Lectra - 2025 Annual Financial Report 5.7 Appendix 7: TCFD framework for the identification of climate risks and opportunities Transition risks ➞ Political and legal ■ Increase in the price of greenhouse gas emissions ■ Strengthening of disclosure obligations ■ Mandates and regulations for existing products and services ■ Exposure to litigation ■ Reputational ➞ Reputational ■ Shifts in consumer preferences ■ Stigmatization of sector ■ Increased stakeholder concerns or negative comments from them ➞ Market ■ Change in customer behavior ■ Uncertainty in market signals ■ Increased cost of raw materials ➞ Technological ■ Substitution of existing products and services with lower emissions options ■ Unsuccessful investment in new technologies ■ Costs of transition to lower emissions technology Climate-related opportunities ➞ Resource e̹ciency ■ Use of more e̹cient modes of transport, production and distribution processes, or recycling ■ Shift to more e̹cient buildings ■ Reduction in water use and consumption ➞ Energy source ■ Use of low-emission energy sources, political incentives or new technologies ■ Participation in the carbon market ■ Transition to decentralized energy production ➞ Markets ■ Access to new markets ■ Use of public sector incentives ■ Access to new assets and locations requiring insurance coverage ➞ Resilience ■ Participation in renewable energy programs and adoption of energy e̹ciency measures ■ Substitutes/diversification of resources ➞ Products and services ■ Development of low-emission goods and services, climate change adaptation and insurance risk management solutions, new products and services through research & development and innovation ■ Ability to diversify business activities/changing consumer preferences
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02 - SUSTAINABILITY REPORT 139 Lectra - 2025 Annual Financial Report 6. Report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 (For the year ended December 31, 2025) This is a translation into English of the Statutory Auditors’ report on the certification of sustainability information and verification of the disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the convenience of English- speaking users. This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited assurance engagement - Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852”. To the Shareholders, LECTRA S.A. 16-18, rue Chalgrin 75016 Paris This report is issued in our capacity as Statutory Auditors of LECTRA (hereinafter the “entity”). It covers the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, relating to the financial year ended December 31, 2025 and included the Group Management Discussion in Sections 2 to 6 of Chapter 2 “Sustainability Report” of the annual financial report (hereinafter the “Sustainability Report”). Our work, which is based on this information, was carried out in a context characterized by uncertainties regarding the interpretation of the legal texts and the development of practices in place. Pursuant to Article L. L.233-28-4 of the French Commercial Code (Code de commerce), LECTRA is required to include the abovementioned information in a separate section of the Group Management Discussion. This information provides an understanding of the impact of the Group’s activity on sustainability matters, as well as the way in which these matters influence the development of its business, performance and position. Sustainability matters include environmental, social and corporate governance matters. Pursuant to II of Article L. 821-54 of the aforementioned Code, our responsibility is to carry out the procedures necessary to issue a conclusion, expressing limited assurance, on: ■ compliance with the requirements set out in the sustainability reporting standards adopted by the European Commission pursuant to Article 29ter of Directive (EU) 2013/34 of the European Parliament and of the Council of June 26, 2013, as amended by Directive (EU) 2022/2464 of the European Parliament and of the Council of December 14, 2022 (hereinafter ESRS for European Sustainability Reporting Standards), of the process implemented by LECTRA to determine the Information reported, and, where applicable to the entity, compliance with the requirement to consult with the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code (code du travail); ■ compliance of the sustainability information included in the Sustainability Report with the provisions of Article L.L.233-28-4 of the French Commercial Code (code de commerce), including with the ESRS; and ■ compliance with the requirements set out in Article 8 of Regulation (EU) 2020/852. This engagement is carried out in compliance with the ethical rules, including those on independence, and quality control, prescribed by the French Commercial Code. It is also governed by the H2A guidelines on limited assurance engagements on the certification of sustainability information and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852. In the three separate parts of the report that follow, we present, for each of the parts covered by our engagement, the nature of the procedures we carried out, the conclusions we drew from these procedures and, in support of these conclusions, the elements to which we paid particular attention and the procedures we carried out with regards to these elements. We draw your attention to the fact that we do not express a conclusion on any of these elements taken in isolation and that the procedures described should be considered in the overall context of the formation of the conclusions issued in respect of each of the three parts of our engagement. Finally, where it was deemed necessary to draw your attention to one or more items of sustainability information provided by LECTRA in the Group Management Discussion, we have included an emphasis of matter paragraph hereafter. The limits of our engagement As the purpose of our engagement is to provide limited assurance, the nature (choice of techniques), extent (scope) and timing of the procedures are less than those required to obtain reasonable assurance. This engagement does not provide a guarantee regarding the viability or the quality of the management of LECTRA, in particular it does not provide an assessment of the relevance of the choices made by LECTRA in terms of action plans, targets, policies, scenario analyses and transition plans, that extends beyond compliance with the ESRS reporting requirements. Nor does our engagement cover the comparative data regarding 2023 and 2022. Furthermore, in relation to forward-looking information, as forecasts are by definition uncertain, actual results may di̸er from the forecasts presented in the Group Management Discussion. Our engagement does, however, allow us to express conclusions regarding the process for determining the sustainability information to be reported, the sustainability information itself, and the
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02 - SUSTAINABILITY REPORT 140 Lectra - 2025 Annual Financial Report information reported pursuant to Article 8 of Regulation (EU) 2020/ 852, as to the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such importance that they would be likely to influence the decisions that readers of the information subject to this engagement might make. The sustainability information and the information provided for by Article 8 of Regulation (EU) 2020/852 may be subject to inherent uncertainty because of incomplete scientific and economic knowledge and due to the quality of the external data used. Certain information is sensitive to methodological choices, assumptions and/ or estimates used to prepare the information presented in the Group Management Discussion. Compliance with the ESRS of the process implemented by LECTRA to determine the information reported, and compliance with the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L.2312-17 of the French Labor Code. → Nature of the procedures carried out Our procedures consisted in verifying that: ■ the process defined and implemented by LECTRA including the requirement to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code has enabled it, in accordance with the ESRS, to identify and assess its impacts, risks and opportunities related to sustainability matters, and to identify the material impacts, risks and opportunities that are disclosed in the Sustainability Report; and ■ the information provided on this process also complies with the ESRS. → Conclusions of the procedures carried out On the basis of the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies regarding the compliance of the process implemented by LECTRA with the ESRS. → Elements that received particular attention The elements to which we paid particular attention concerning the compliance with the ESRS of the process implemented by LECTRA to determine the information reported are presented below. Information about how the entity updated its double materiality assessment is provided in paragraph 1.7 “Double materiality assessment” of the Sustainability Report. We spoke to the persons we deemed appropriate and inspected the documentation available to understand: ■ the stakeholders that were consulted in 2025 and the analysis carried out by the entity as a result thereof that led to changes to the double materiality assessment and actual impacts, risks and opportunities identified by the entity; ■ the changes made, compared to the previous financial year, to the list of actual and potential impacts (positive and negative), risks and opportunities (“IRO”) identified by the entity. Based on our professional judgment, our duties have consisted in particular of: ■ critically assessing the analyses carried out by the entity on the documentation and the investigative procedures applied by the entity to update its double materiality assessment; ■ assess the relevance of the changes made by the entity to the assessment of the actual and potential impacts, risks and opportunities identified with regard to: - our knowledge of the entity; - the results of the consultation of the stakeholders carried out by the entity; - the risk assessments carried out by the entity; - the available benchmark that we deemed relevant; ■ assess, for changes a̸ecting the real and potential impacts, risks and opportunities, the compliance of the impact materiality and financial materiality assessment process implemented by the entity (including the thresholds) with the criteria defined by ESRS 1; ■ assess the appropriateness of the description given in this regard in paragraph 1.7 “Double materiality assessment” of the Sustainability Repor. Compliance of the information included in the Sustainability Report with the requirements of article L.L.233-28-4 of the French Commercial Code, including with the ESRS. → Nature of procedures carried out Our procedures consisted in verifying that, in accordance with legal and regulatory requirements, including the ESRS: ■ the disclosures provided provide an understanding of the general basis for the preparation and governance of the sustainability information included in the Sustainability Report, including the general basis for determining the information relating to the value chain and the exemptions from disclosures used; ■ the presentation of this information ensures its readability and understandability; ■ the scope chosen by LECTRA for providing this information is appropriate; and ■ on the basis of a selection, based on our analysis of the risks of non-compliance of the information provided and the expectations of users, this information does not contain any material errors, omissions or inconsistencies, i.e., that are likely to influence the judgment or decisions of the users of this information. → Conclusions of the procedures carried out Based on the procedures we have carried out, we have not identified materials errors, omissions or inconsistencies regarding the compliance of the sustainability information included in the Group’s Sustainability Report with the requirements of Article L. L.233-28-4 of the French Commercial Code, including the ESRS. → Emphasis of matter Without qualifying our conclusion, we draw your attention to the information included in the “Methodology” paragraph of Section 2.3.4 “Focus: carbon assessment (E1-6)” of the Sustainability Report, which specifies the calculation methods and the presentation of the carbon report. → Elements that received particular attention The elements to which we paid particular attention concerning the compliance of the sustainability information included in the Sustainability Report with the provisions of Article L. L.233-28-4 of the French Commercial Code, including the ESRS, are presented below. Information provided in application of environmental standards (ESRS E1 to E5) The information published with regard to the transition plan and the greenhouse gas emissions statement presented respectively in paragraphs 2.3.1 “Climate transition plan (climate change mitigation policy)” and 2.3.4 “Spotlight on the Carbon Report (E1-6)” of the Sustainability Report.
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02 - SUSTAINABILITY REPORT 141 Lectra - 2025 Annual Financial Report Our audit procedures mainly consisted in: ■ assessing, based on interviews conducted with the relevant people, if the description of the policies, actions and targets put in place by the entity cover the following areas: climate change mitigation, adaptation to climate change and energy e̹ciency; ■ assessing the appropriateness of the information presented in paragraphs 2.3.1 “Climate transition plan (climate change mitigation policy)” and 2.3.4 “Spotlight on the Carbon Report (E1- 6)” of the Sustainability Report and its overall consistency with our knowledge of the entity. With regard to the information reported on the greenhouse gas emissions statement: ■ we assessed the consistency of the scope used to assess greenhouse gas emissions with the scope of the consolidated financial statements and the upstream and downstream value chain; ■ we reviewed the greenhouse gas emissions inventory protocol used by the entity to draw up its greenhouse gas emissions statement, and we assessed how it was applied to Scopes 1 and 2. ■ with regard to Scope 3 emissions: - we assessed the justification for the inclusions and exclusions of the various categories and the transparency of the information provided in this respect; - with regard to the estimations relating to category 11 of Scope 3 used by the entity, by interviewing the people involved, we have gained an understanding of the method used to calculate the estimated data and the sources of information on which these estimations are based, and we have assessed if the method has been applied consistently; ■ we assessed the appropriateness of the emission factors used and the calculation of the relevant conversions, as well as the calculation and extrapolation assumptions; ■ for physical data, such as energy consumption of the entity and the energy consumption of the equipment sold, we reconciled the underlying data used to draw up the greenhouse gas emissions statement, together with the supporting documents, using sampling techniques; ■ we performed analytical procedures; ■ we checked the mathematical accuracy of the calculations used to establish this information. With regard to the verifications with regard to the transition plan for climate change mitigation, our work consisted primarily in: ■ assessing if the information published with regard to the transition plan meet the requirements of ESRS E1, describe the key assumptions underlying this plan in an appropriate manner, it being specified that we are not required to issue an opinion on the appropriateness or the level of ambition of the targets of this transition plan; ■ assessing the physical risk assessment carried out by the entity; ■ assessing if this transition plan reflects the commitments made by the entity as declared in the entity’s environmental policy; ■ assessing the consistency of the main information provided with regard to the transition plan, in particular regarding decarbonization levers. Information provided in application of social standards (ESRS S1 to S4) The information related to own workforce (ESRS S1) included in paragraphs 3.2 “Human Resources Policy - ESRS S1” and 3.3 “The monitoring indicators for the Human Resources Policy - ESRS S1” of the Sustainability Report. Our work on this information consisted primarily of: ■ based on the interviews with the people we deemed appropriate: - obtaining an understanding of the collection and compiling procedure for processing the qualitative and quantitative information intended for the disclosure of material information in the Sustainability Report; - implementing procedures to verify the proper consolidation of the data for the characteristics of employees, diversity, training, health and safety, and remuneration metrics; - assessing if the description of the policies, actions and targets put in place by the entity cover the following areas; diversity, training and health and safety in the workplace; ■ assessing the appropriateness of the information presented in paragraphs 3.2 “Human Resources Policy - ESRS S1” and 3.3 “The monitoring indicators for the Human Resources Policy - ESRS S1” of the Sustainability Report and its overall consistency with our knowledge of the entity. Compliance with the reporting requirements set out in Article 8 of Regulation (EU) 2020/852 → Nature of the procedures carried out Our procedures consisted in verifying the process implemented by LECTRA to determine the eligible and aligned nature of the activities of the entities included in the consolidation. They also involved verifying the information reported pursuant to Article 8 of Regulation (EU) 2020/852, which involves checking: ■ compliance with the rules governing the presentation of this information to ensure that it is readable and understandable; ■ on the basis of a selection, the absence of material errors, omissions or inconsistencies in the information provided, i.e., information likely to influence the judgment or decisions of users of this information. → Conclusions on the procedures carried out Based on the procedures we have carried out, we have not identified any material errors, omissions or inconsistencies in relation to compliance with the requirements of Article 8 of Regulation (EU) 2020/852. → Elements that received particular attention We established that there were no such elements to address in our report. Neuilly-sur-Seine, February 26, 2026 The Statutory Auditors PricewaterhouseCoopers Audit Flora Camp Partner Aurélie Castellino Partner
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142 Lectra - 2025 Annual Financial Report Dear Shareholders, This Corporate Governance Report (the “Report”), prepared in accordance with Articles L. 225-37 et seq. of the French Commercial Code and appended to the Management Discussion and Analysis, reports mainly on: ■ compliance by the company Lectra (the “Company”) with the corporate governance code to which it refers; ■ restrictions placed on the powers of the Chairman and Chief Executive O̹cer; ■ the composition of the Board of Directors and the diversity policy applied to Directors and in the managing bodies; ■ the manner in which the Board of Directors’ proceedings are prepared and organized; ■ the compensation policy applicable to the Chairman and Chief Executive O̹cer and to the Company’s Directors, as well as the compensation paid or granted in respect of fiscal year ended December 31, 2025; ■ related-parties agreements and commitments, as well as the monitoring of current operations concluded under normal conditions; ■ financial authorizations and delegations conferred upon the Board of Directors by the Shareholders’ Meeting; ■ the conditions for shareholder participation in Shareholders’ Meetings; and ■ items that may have an impact in the event of a public tender o̸er. This Report was prepared under the supervision of the Chairman and Chief Executive O̹cer and the General Secretary, with the contribution of the Legal, Finance, and Human Resources Departments. After examination by the Audit Committee, the Compensation Committee, the Sustainability Committee and the Nominations Committee of the chapters falling under their respective areas of responsibility, this Report was approved by the Board of Directors at their meeting of February 26, 2026 and given to the Company’s Statutory Auditors. Contents Application of the AFEP-MEDEF Code 143 1 Directors and managing bodies 143 1.1 Governance: combination of the roles of Chairman and Chief Executive O̹cer 143 1.2 Missions of the Chairman and Chief Executive O̹cer 143 1.3 Executive Committee 144 1.4 Board of Directors 144 2 Compensation and benefits of Company O̹cers and Directors 174 2.1 Compensation policy for company o̹cers for 2026 174 2.2 Components of compensation paid or granted to the company o̹cers in respect of fiscal year 2025 177 2.3 Yearly evolution of the Chairman and Chief Executive O̹cer’s compensation over the past five years 182 3 Market abuse prevention measures 183 4 Procedures relative to the preparation and processing of accounting and financial information. 184 4.1 Reporting and budget procedures 184 4.2 Financial statements preparation and verification procedures 184 5 Related-party agreements and agreements entered into in the ordinary course of business 185 5.1 Procedure for evaluation and control of related-party agreements and agreements entered into in the ordinary course of business 185 5.2 Agreements entered into in the ordinary course of business 185 5.3 Related-party agreements and commitments 185 6 Financial authorizations and delegations 186 7 Attendance at shareholders' meetings 186 7.1 Conditions for participation at Shareholders’ Meetings 186 7.2 Voting rights: one share, one vote 187 8 Information concerning potentially material items in the event of a public tender o̸er 187 03 Corporate Governance Report
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03 - CORPORATE GOVERNANCE REPORT 143 Lectra - 2025 Annual Financial Report Application of the AFEP-MEDEF Code The Company aims to apply best practices in corporate governance. In this respect, it refers to the Corporate Governance Code of listed companies written by the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF) (hereinafter referred to as the “AFEP-MEDEF Code”) in December 2008 and revised in December 2022. The AFEP-MEDEF Code can be consulted on the websites www.afep.com and www.medef.com. The Company is committed to implementing the recommendations of the AFEP-MEDEF Code or, should any of them be deemed inappropriate with respect to its organization and its specific circumstances, to explain the reasons for not complying with them, in keeping with the “comply or explain” rule set out in Article L. 22-10-10 of the French Commercial Code and in Article 28.1 of the AFEP-MEDEF Code. The Internal Rules and Procedures of Lectra’s Board of Directors (the “Internal Rules and Procedures”), which sets out the composition, the functioning and the missions of the Board of Directors and its specialized committees, and the ethics rules applicable to all Directors, reflect the recommendations of the AFEP-MEDEF Code. The current version of the Internal Rules and Procedures is available on the Company website (https://www.lectra.com/en/investors/ corporate-governance/bylaws-and-rules). As of the date of this report, Lectra believes that it complies with all the recommendations of the AFEP-MEDEF Code. 1. Directors and managing bodies 1.1 Governance: combination of the roles of Chairman and Chief Executive O̹cer The Board of Directors, at its meeting on July 27, 2017, decided to combine the roles of Chairman and of Chief Executive O̹cer, which have been fulfilled since that date by Daniel Harari. This form of governance appears to be the most appropriate in light of the organization and size of the Company, the experience of Daniel Harari, and his role in the implementation of the strategic roadmap. In accordance with the recommendations of Article 3.2 of the AFEP- MEDEF Code, the mission of monitoring and managing possible conflicts of interest in connection with the Chairman and Chief Executive O̹cer is conferred upon the Lead Director.(38) The Chairman and Chief Executive O̹cer exercises his powers within the limits of the corporate purpose and subject to the powers explicitly attributed by law to the Shareholders’ Meeting and to the Board of Directors. The Board of Directors may place limits on the powers of the Chairman and Chief Executive O̹cer; however, such limitations are not enforceable against third parties. These limitations are set out in Article 3 of the Internal Rules and Procedures, available on the Company’s website (https://www.lectra.com/en/investors/ corporate-governance/bylaws-and-rules), and are noted in section 1.4.1 of this Report. The Chairman and Chief Executive O̹cer may be assisted by one or more deputy chief executive o̹cers (directeurs généraux délégués), it being noted that no such positions exist on the date of this Report. Balance of powers The Board of Directors considers that the governance measures implemented within the Company ensure a satisfactory balance of powers, in line with best practices, and provide the guarantees needed for the combined roles to operate, especially in light of the following: ■ the presence of a majority of Independent Directors on the Board of Directors (see section 1.4.2 of this Report regarding the composition of the Board of Directors); ■ the presence of a Lead Director, who is an Independent Director invested with specific missions and prerogatives (see section 1.4.5 of this Report regarding the role and missions of the Lead Director); ■ the existence of six specialized committees of the Board of Directors, with separate missions and prerogatives in strategy, audit, sustainability, compensation, nominations and succession planning (see section 1.4.4 of this Report regarding the role and composition of these committees); ■ the chairmanship of the specialized committees is held by independent Directors, except for the Strategic Committee; ■ a meeting of Non-executive Directors, in the absence of the Chairman and Chief Executive O̹cer, at least once a year (see section 1.4.3 of this Report regarding the functioning of the Board of Directors); and ■ the limits imposed by the Internal Rules and Procedures on the powers of the Chairman and Chief Executive O̹cer, providing for prior approval by the Board of Directors of certain major strategic decisions or decisions that could have a significant impact on the Company (see section 1.4.1 of this Report on decisions requiring prior approval). The Board of Directors has recognized the e̸ectiveness of combining the functions of Chairman and Chief Executive O̹cer and indicated its satisfaction with the balance of powers between the Chairman and Chief Executive O̹cer and the Directors. This organization of Executive Management recently proved its e̸ectiveness in the di̹cult international situation of the last years (major health crisis, deteriorating macroeconomic and geopolitical environment), where the involvement and responsiveness of the Directors and the Executive Management came to the fore. 1.2 Missions of the Chairman and Chief Executive O̹cer The Chairman and Chief Executive O̹cer, elected by the Board of Directors, has the following duties and responsibilities: ■ he organizes and leads the work of the Board of Directors and reports on this to the Shareholders’ Meeting, and, more generally, oversees the proper functioning of the Company’s Board of Directors and its Specialized Committees; ■ he is the guardian of the Company's governance and ensures compliance by the Board of Directors and its members with ethics rules; ■ he ensures that conflicts of interest of the Directors are prevented and that any situation that might give rise to such a conflict is managed; ■ he ensures the fairness and transparency of the Company's financial and institutional publications; ■ he chairs and runs the Strategic Committee; (38) The missions and powers of the Lead Director are further described in section 1.4.5 of this Report.
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03 - CORPORATE GOVERNANCE REPORT 144 Lectra - 2025 Annual Financial Report ■ he represents the Board of Directors and, unless otherwise decided by the latter, has sole authority to act and speak in its name; and ■ he oversees the general management of the Company. In this capacity, he is invested with full powers to act in the Company’s name in all circumstances and represent it in its dealings with third parties. He assumes all operational and executive responsibilities, with all teams in the Lectra group (the “Group”) reporting to him; and ■ he oversees the proper functioning of the Company’s managing bodies and especially the Executive Committee. The Chairman and Chief Executive O̹cer ensures abidance by and promotion under all circumstances of the Group’s core values and ethics standards in the conduct of its business. 1.3 Executive Committee The Chairman and Chief Executive O̹cer relies on the Executive Committee and defines its composition; its members comprise the Group’s principal operational and functional senior executives. The Executive Committee’s mission is to provide leadership in the conduct of Lectra’s operations. Each member is further invested with specific missions pertaining to execution of the strategic roadmap. At the date of this Report, the Executive Committee has thirteen members, four women and nine men: ■ Daniel Harari, Chairman and Chief Executive O̹cer, Chairman of the Executive Committee; ■ Maximilien Abadie, Deputy Chief Executive O̹cer; ■ Anne Borfiga, General Secretary; ■ John Brearley, President, Americas; ■ Antonella Capelli, President, Europe, Middle East & Africa; ■ Thierry Caye, Chief Technology O̹cer; ■ Olivier du Chesnay, Chief Financial O̹cer; ■ Javier Garcia, Chief Customer O̹cer; ■ Amit Gautam, Founder & Chief Executive O̹cer of TextileGenesis (a Lectra group company); ■ Laurence Jacquot, Chief Customer Success O̹cer; ■ Michael Jaïs, Chief Executive O̹cer & Co-founder, Launchmetrics (a Lectra group company); ■ Maria Modrono, Chief Marketing and Communications O̹cer; ■ Frédéric Morel, President, Asia Pacific. The biographies of the Executive Committee members are available in the “Corporate Governance” and “Executive Committee" sections of the Company’s website (https://www.lectra.com/en/investors/ corporate-governance/executive-committee). Policy on gender balance in managing bodies In compliance with Recommendation 8 of the AFEP-MEDEF Code, on a proposal by the Executive Management and a recommendation by the Compensation Committee, the Board of Directors, at its meeting on February 24, 2021, established the diversity policy applicable to the Group’s managing bodies (members of the Executive Committee, Senior Vice Presidents, and Vice Presidents). The objective was to gradually align the representation of women within its management teams with that of the Group as a whole. This policy covers the entire Group scope, including acquisitions. At the end of 2025, this alignment objective had not been fully achieved. 39% of the members of the Group's managing bodies ar e women, a level still lower than the Group's overall gender diversity rate of 43%. This di̸erence is due in particular to the structure of the managing bodies, changes in scope and the nature of certain appointments over the years. However, the momentum for progress is real and significant. Between 2022 and 2025, the Group took another major step forward in its approach to diversity and inclusion. In three years, the representation of women within the Group has increased notably, increasing by approximately 19%. This dynamic is even more marked within the managing bodies. The proportion of women in senior positions increased by 62% compared to 2022, a particularly significant change. It reflects the Group's strong and ongoing desire to promote a more balanced and representative environment resolutely focused on equal opportunities. This change reflects the impact of the actions taken in terms of recruitment, career management, visibility of female career paths and talent development. In view of these results, Lectra rea̹rms its commitment to gender diversity at the highest level. A new 2026-2028 action plan has been launched, in line with the Group's strategic roadmap. The objective of gender diversity is maintained: the Group still aims to achieve a proportion of women in managing bodies similar to that of its overall workforce, with a new time horizon for achieving this alignment set at end-2028. The 2026-2028 plan will extend and deepen the initiatives undertaken, acting on four complementary levers – communication and training, recruitment, career management and support for parenting – in order to continue the progress towards the targeted balance. In doing so, Lectra confirms its ambition for diversity and its desire to achieve steady long-term improvement, a guarantee of ever more diverse, e̹cient and inclusive governance. 1.4 Board of Directors 1.4.1. Roles and powers of the Board of Directors The Board performs the duties assigned to it by law and the Company's by-laws. Subject to powers expressly invested in the Shareholders’ Meeting and within the limits of the corporate purpose, the Board of Directors may consider all matters relating to the proper functioning of the Group and decide on all relevant a̸airs. It acts in the best interests of the Company, with a focus on long-term value creation, in all circumstances. The Board of Directors is responsible for setting out the strategic orientations of the Group and ensures their execution, while integrating in particular social, societal and environmental issues. The members of the Board of Directors are informed of any important event concerning the operation of the Company, and more generally of market developments, the competitive environment and the most important issues the Group may face, including sustainability issues. The Board of Directors conducts an analysis of the major financial operations and economic matters or questions relating to human capital and decides on important operations, after their review by the Strategic Committee or/and the Audit Committee. The Board of Directors performs controls and verifications as it deems appropriate. Under the Internal Rules and Procedures, the following items require prior approval by the Board of Directors: ■ any transaction exceeding €10 million not related to the Group’s stated strategy or liable to have a significant impact on its financial results, balance sheet structure, or risk profile; ■ all creations of subsidiaries, all acquisitions of companies or activities, together with all disposals of a subsidiary, activity or item of Group intellectual property; and ■ all financial or stock market transactions having an immediate or future impact on the share capital, together with all borrowings exceeding €10 million.
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03 - CORPORATE GOVERNANCE REPORT 145 Lectra - 2025 Annual Financial Report The Board of Directors: ■ determines the desired composition of the Board of Directors and the diversity policy; ■ proposes to elect and re-elect Independent Directors as recommended by the Nominations Committee; ■ chooses the form of organization (separation of the positions of Chairman and Chief Executive O̹cer, or combination of these o̹ces); ■ appoints the company o̹cers (39) (dirigeants mandataires sociaux) entrusted with the management of the Company; ■ establishes, upon the recommendation of the Nominations Committee or an ad hoc committee, a succession plan for company o̹cers; ■ decides on the principles and criteria for compensation for Directors and company o̹cers (ex-ante), and sets their remuneration for the previous year (ex-post) on the recommendation of the Compensation Committee. After review by the Audit Committee and Sustainability Committee, and in line with the strategy it has defined, the Board of Directors periodically reviews financial, legal, operational, labor-related and environmental risks and opportunities, as well as the measures taken. All information required to perform this task is provided to the Board of Directors, and in particular by the Chairman and Chief Executive O̹cer. The Board of Directors ensures that a system for the prevention and detection of corruption and influence peddling is in place and receives all necessary information in this respect. The Board of Directors also verifies that the Chairman and Chief Executive O̹cer implements a policy of non-discrimination and diversity, defined after consulting the Compensation and Sustainability Committees, particularly with respect to the balanced representation of women and men in the managing bodies. The Board of Directors ensures that shareholders and investors receive relevant, balanced and instructive information about the strategy, development model, taking into account of sustainability issues, and the Group's long-term outlook. It establishes the financial communication policy of the Company, in consultation with the Audit Committee. (39) As defined in the preamble and Article 3.2 of the AFEP-MEDEF Code, the company o̹cers consist of (i) the Chairman of the Board of Directors (Non-executive O̹cer) and the Chief Executive O̹cer in the case of a separation of the roles or (ii) the Chairman and Chief Executive O̹cer in the case of a combination of the roles.
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03 - CORPORATE GOVERNANCE REPORT 146 Lectra - 2025 Annual Financial Report 1.4.2. Membership of the Board of Directors At the date of this Report, the Board of Directors has seven members: The Board of Directors includes no director representing employee shareholders and no director representing the employees, as the Company does not exceed any of the thresholds prescribed by Articles L. 225-23 and L. 225-27-1 of the French Commercial Code.(40) (40) Under Articles L. 225-23 and L. 225-27-1 of the French Commercial Code (Code de commerce) and Article 9 of the AFEP-MEDEF Code, in the event that (i) the share ownership by the employees of the Company and by employees of a̹liated companies within the meaning of Article L. 225-180 of the French Commercial Code (Code de commerce) exceeds the threshold of 3% of the share capital of the Company, and/or (ii) the Company employs at least 1,000 permanent employees in France or at least 5,000 worldwide, counting direct and indirect subsidiaries, for at least two consecutive fiscal years, then the Board of Directors must include (i) one or more directors representing employee shareholders and elected from within their ranks, and/or (ii) directors representing the employees. Daniel Harari ■ Chairman and Chief Executive O̹cer ■ Chairman of the Strategic Committee Nathalie Rossiensky ■ Lead Independent Director ■ Chairwoman of the Audit Committee ■ Member of the Strategic Committee and Nominations Committee Céline Abecassis‑Moedas ■ Independent Director ■ Chairwoman of the Compensation Committee and Nominations Committee ■ Member of the Strategic Committee, the Sustainability Committee and the ad hoc Committee in charge of succession of the Chief Executive O̹cer Karine Calvet ■ Independent Director ■ Member of the Strategic Committee, Compensation Committee and Sustainability Committee Pierre-Yves Roussel ■ Independent Director ■ Chairman of the ad hoc Committee in charge of the succession of the Chief Executive O̹cer ■ Member of the Strategic Committee Jérôme Viala ■ Non-independent Director ■ Member of the Strategic Committee, the Audit Committee, the Compensation Committee and the ad hoc Committee in charge of the succession of the Chief Executive O̹cer Hélène Viot-Poirier ■ Independent Director ■ Chairwoman of the Sustainability Committee ■ Member of the Strategic Committee, Audit Committee and Nominations Committee
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03 - CORPORATE GOVERNANCE REPORT 147 Lectra - 2025 Annual Financial Report Board of Directors' composition: key figures
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03 - CORPORATE GOVERNANCE REPORT 148 Lectra - 2025 Annual Financial Report Summary table of changes in Board of Directors' membership in fiscal year 2025 Re-elected Céline Abecassis-Moedas (Independent Director) Elected NA End of term of o̹ce Ross McInnes (Lead Independent Director) Board of Directors and Board of Directors’ committees overview ■ Chairperson ■ Member Personal Information Experience Position on the Board of Directors Participation in the Board of Directors' Committees Daniel Harari, Chairman and Chief Executive O̹cer 71 M FR 4,807,560 0 No 1991 Shareholders' Meeting 2028 35 ■ Nathalie Rossiensky Independent Lead Director 56 W FR 1, 500 0 Yes Apr. 29, 2016 Shareholders' Meeting 2028 10 ■ ■ ■ Céline Abecassis-Moedas Independent Director 54 W FR 750 1 Yes Apr. 30, 2021 Shareholders' Meeting 2029 5 ■ ■ ■ ■ ■ Karine Calvet Independent Director 58 W FR 503 0 Yes Apr. 28, 2023 Shareholders' Meeting 2027 3 ■ ■ ■ Pierre-Yves Roussel Independent Director 60 M FR 701 1 Yes Apr. 28, 2023 Shareholders' Meeting 2027 3 ■ ■ Jérôme Viala Non-independent Director 64 M FR 120,931 0 No Apr. 26, 2024 Shareholders' Meeting 2028 2 ■ ■ ■ ■ Hélène Viot-Poirier(1) Independent Director 53 W FR 761 0 Yes Apr. 29, 2022 Shareholders' Meeting 2026(1) 4 ■ ■ ■ ■ (1) A proposal will be made at the Annual Shareholders’ Meeting of April 29, 2026, to reelect Hélène Viot-Poirier as Director. Age Gender Nationality Number of shares held Number of directorships in other listed companies Independence Initial date of appointment Term of o̹ce expires Length of service on the Board of Directors (years) Strategic Committee Audit Committee Sustainability Committee Compensation Committee Nominations Committee Ad hoc Committee
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03 - CORPORATE GOVERNANCE REPORT 149 Lectra - 2025 Annual Financial Report The members of the Board of Directors of Lectra Daniel Harari Chairman and Chief Executive O̹cer Chairman of the Strategic Committee Biography – Experience and expertise Age 71 years old Nationality French Date of first appointment 1991 Start date of term of o̹ce April 26, 2024 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2027 Number of Lectra shares held 4,807,560 Daniel Harari is a graduate of École Polytechnique and holds an MBA from HEC in Paris. He began his career as Vice President of Société d’Études et de Gestion Financière Meeschaert, an asset management company (1980-1983). He was then Chairman and Chief Executive O̹cer of La Solution Informatique (1984-1990), a PC distribution and services company, and of Interleaf France (1986-1989), a subsidiary of the US software publisher, both of which he founded. In 1986, Daniel Harari became Chief Executive O̹cer of Compagnie Financière du Scribe (Paris), a venture capital firm specialized in technology companies, where he was, together with his brother André Harari, the main shareholder until its merger with Lectra on April 30, 1998. After the takeover of Lectra by Compagnie Financière du Scribe at the end of 1990, Daniel Harari became Chairman and Chief Executive O̹cer of Lectra and served in that capacity from 1991 to 2002. Following the separation of the role of Chairman from that of Chief Executive O̹cer in May 2002, Daniel Harari became Chief Executive O̹cer. Since the decision by the Board of Directors on July 27, 2017, to again combine the roles, Daniel Harari serves again as Chairman and Chief Executive O̹cer of Lectra. Directorships expired in the past five years ■ None Other current positions and directorships ■ None
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03 - CORPORATE GOVERNANCE REPORT 150 Lectra - 2025 Annual Financial Report Nathalie Rossiensky Lead Independent Director(41) Chairwoman of the Audit Committee Member of the Strategic Committee and the Nominations Committee Biography – Experience and expertise Age 56 years old Nationality French Date of first appointment April 29, 2016 Start date of term of o̹ce April 26, 2024 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2027 Number of Lectra shares held 1,500 Nathalie Rossiensky graduated from University Paris-Dauphine (Master in Applied Mathematics and D.E.A. in Financial Economics) and holds a Ph.D. in Finance from London Business School. She started her career in 2000 with JP Morgan Private Bank in Paris, before joining the Investment Management Division of Goldman Sachs International, first in London in 2005, and then in Paris, where she served through 2013 as Executive Director in charge of asset allocation and investments in all asset classes for family o̹ces and family-owned corporates. From 1998 to 2000, Nathalie Rossiensky was Assistant Professor of Finance at the Fuqua School of Business, Duke University (USA); her research focused on asset management, financial intermediation and game theory. She has spoken at conferences including at Stanford University, NYU Stern School of Business (USA), and INSEAD (France). Nathalie Rossiensky is currently Associate Capital Partner of the group Lombard Odier. Based in Paris, she is responsible for management of financial assets in all asset classes, including unlisted assets, with a pronounced focus on sustainability. Directorships expired in the past five years ■ None Other current positions and directorships ■ Associate Capital Partner, Lombard Odier group (41) Nathalie Rossiensky holds the role of Lead Director with effect from April 25, 2025 (see section 1.4.2. Membership of the Board of Directors, paragraph "Proposed change in the composition of the Board of Directors submitted to the 2025 Annual Shareholders’ Meeting").
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03 - CORPORATE GOVERNANCE REPORT 151 Lectra - 2025 Annual Financial Report Céline Abecassis-Moedas Independent Director Chairwoman of the Compensation Committee and of the Nominations Committee Member of the Strategic Committee, the Sustainability Committee and the Ad hoc Committe in charge of the succession of the Chief Executive O̹cer Biography – Experience and expertise Age 54 years old Nationality French Date of first appointment April 30, 2021 Start date of term of o̹ce April 25, 2025 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2028 Number of Lectra shares held 750 A graduate of the École Normale Supérieure de Cachan, the University Paris Dauphine (D.E.A. in Scientific Management Methods) and holder of a Ph.D. in Management Sciences from École Polytechnique, Céline Abecassis-Moedas began her career in research at France Telecom R&D before joining Lectra in New York as e-business product manager in 1999, then AT Kearney in London as a consultant in 2000. From 2002 to 2005, she was Assistant Professor of Strategy at Queen Mary University of London, and then joined Católica-Lisbon as Assistant Professor in Strategic and Innovation Management. While at Catolica-Lisbon she held the position of Director of the Masters Program, and taught and developed executive education programs before becoming Dean for Executive Education from 2019 to 2024. She is currently Pro- rector for innovation and entrepreneurship at the Catholic University of Portugal. Céline Abecassis-Moedas was an International Faculty Fellow at Massachusetts Institute of Technology (MIT) (United States) in 2011-2012 and published research papers in prestigious journals on the role of innovation and design in creative industries (including fashion). From 2014 to 2020, Céline Abecassis- Moedas was A̹liate Professor at ESCP and co-scientific director of the Lectra-ESCP Chair’s “Fashion and Technology”. From 2012 to 2019 Céline Abecassis-Moedas was an Independent Director at Europac (Papeles y Cartones de Europa, SA) and Lead Independent Director from 2015 to 2019. She was an Independent Director at CTT (CTT Correios de Portugal, S.A.) from 2016 to 2020 and at GreenVolt SA from 2021 to 2023. She is an Independent Director and Chairperson of the Innovation and Sustainable Development Committee at CUF SA (since 2016) and Independent Director at Vista Alegre Atlantis (since 2020). Céline Abecassis-Moedas is IDP-C certified in Corporate Governance from INSEAD (2017). Directorships expired in the past five years ■ Independent Director, member of the Corporate Governance, Evaluation and Nominations Committee at CTT* (CTT Correios de Portugal, SA), (Portugal) (from 2016 to 2020) ■ Independent Director of GreenVolt*, SA (Portugal) (from 2021 to 2023) ■ Director of Executive Education at Catolica-Lisbon (Portugal, from 2019 to 2024) Other current positions and directorships ■ Pro-rector for innovation and entrepreneurship at the Catholic University of Portugal (since 2024) ■ Independent Director and Chairperson of the Innovation and Sustainable Development Committee at CUF, SA (Portugal, since 2016) ■ Independent Director of Vista Alegre Atlantis*, SA (Portugal, since 2020) * Listed company
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03 - CORPORATE GOVERNANCE REPORT 152 Lectra - 2025 Annual Financial Report Karine Calvet Independent Director Member of the Strategic Committee, the Sustainability Committee and of the Compensation Committee Biography – Experience and expertise Age 58 years old Nationality French Date of first appointment April 28, 2023 Start date of term of o̹ce April 28, 2023 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2026 Number of Lectra shares held 503 Karine Calvet is a graduate of Sciences Po and of Université Paris 1 Panthéon-Sorbonne. She has devoted most of her career to information technology; sixteen years in services companies, seven years in telecommunications, and six years in software. She has had leadership roles in telecommunications environments for leading global companies (CGI, Capgemini, Alcatel-Lucent, Verizon, Microsoft and currently Schneider-Aveva), focusing on digital transformation. From 2023 to 2025, as Vice President, Southern Europe then Vice President, EMEA in charge of Partners and Alliances at AVEVA (Schneider group), Karine Calvet has worked closely with industrial companies to help them meet the challenges of operational e̹ciency, safety, cost management, sustainability and decarbonization by taking advantage of digitalization. Directorships expired in the past five years ■ Vice President, EMEA in charge of Partners and Alliances at AVEVA (Schneider group) from 2023 to 2025 ■ Chief Revenue O̹cer at PeopleSpheres (in 2025) Other current positions and directorships ■ Partner Business Transformation at KP Consulting
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03 - CORPORATE GOVERNANCE REPORT 153 Lectra - 2025 Annual Financial Report Pierre-Yves Roussel Independent Director Chairman of the ad hoc Committee in charge of the succession of the Chief Executive O̹cer Member of the Strategic Committee Biography – Experience and expertise Age 60 years old Nationality French Date of first appointment April 28, 2023 Start date of term of o̹ce April 28, 2023 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2026 Number of Lectra shares held 701 Pierre-Yves Roussel graduated from the University of Brussels and the London Chamber of Commerce and holds an MBA from the Wharton Business School (University of Pennsylvania). He began his career in investment banking with HSBC in Brussels, before moving to Morgan Stanley in London. In 1990, he joined the strategy consulting firm McKinsey & Company in France as a consultant and was then appointed project manager. He managed numerous consulting assignments in the fashion, luxury, retail and media sectors in Europe and Asia (Hong Kong, China, Japan). He was elected Partner in 1998 and Global Senior Partner (Director) six years later. In 2004, he joined the LVMH Group Executive Committee as Executive Vice President, Strategy and Operations, reporting directly to Bernard Arnault. In 2006, he was appointed Chairman and CEO of LVMH Fashion Group, one of the LVMH Group’s five branches of operational activity, which assembles all of LVMH’s fashion brands, except Louis Vuitton. From 2006 to 2018, he was Chairman of the Board of the brands Céline, Givenchy, Loewe, Kenzo, Pucci, Rossimoda, Marc Jacobs, Donna Karan, Berluti, JW Anderson and Nicolas Kirkwood. The Fashion Group tripled in size under his tenure as Chairman and CEO. He has also been a member on several prestigious fashion juries including Andam, CFDA Fashion Incubator, and the LVMH Fashion Prize. He was a member of the management committee of the Chambre Syndicale de la Mode et de la Couture from 2010 to 2018. In 2018, he left the LVMH Group to become CEO – based in New York – of Tory Burch, a leading American fashion brand founded by his wife in 2004. The brand, a privately owned company controlled by the family, has more than 350 stores worldwide, 13 online sales sites, and nearly 5,000 employees. Directorships expired in the past five years ■ Independent Director of Salvatore Ferragamo Finanziaria between 2020 and 2021 Other current positions and directorships ■ Chief Executive O̹cer of Tory Burch since January 2019 (USA) ■ Independent Director of McLaren Group (since April 2024)
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03 - CORPORATE GOVERNANCE REPORT 154 Lectra - 2025 Annual Financial Report Jérôme Viala Non-independent Director Member of the Strategic Committee, Audit Committee, Compensation Committee and the ad hoc Committee in charge of the succession of the Chief Executive O̹cer Biography – Experience and expertise Age 64 years old Nationality French Date of first appointment April 26, 2024 Start date of term of o̹ce April 26, 2024 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2027 Number of Lectra shares held 120,931 A graduate of KEDGE Business School (France), Jérôme Viala began his career as a credit analyst at Esso (France) before joining Lectra's finance department in 1985. He then held the positions of Financial Controller for Europe and North America (1988-1991), Administrative and Financial Director for the France Division (1992-1993) and then for the Products Division (1993-1994).He was Group CFO from 1994 to 2016. Jérôme Viala was Executive Vice President of Lectra from January 1, 2017 to March 31, 2024. He served as Vice Chairman of the Executive Committee from January 15, 2019, to March 31, 2024, having been appointed to the Executive Committee since its creation in 2005. For several years and until March 31, 2024, he has also served as Secretary to Lectra's Board of Directors. Directorships expired in the past five years Outside the Lectra group ■ None With the Lectra group(42) ■ Director of Gerber Technology NV/SA (Belgium) ■ Director of Lectra Benelux NV (Belgium) ■ Director of Lectra Canada Inc (Canada) ■ Director of Lectra Systems (Shanghai) Co. Ltd. (China) ■ Director of Gerber Scientific International A/S (Denmark) ■ Director and Chairman of Lectra Danmark A/S (Denmark) ■ Director of Lectra Baltic Oü (Estonia) ■ Director of Lectra USA Inc (United States) ■ President of Knife Holding Corporation ■ Director, Lectra Japan Ltd (Japan) ■ Chief Executive O̹cer of Lectra Maroc SARL (Morocco) ■ Chairman of AG Finco LLC (United States) Other current positions and directorships Outside the Lectra group ■ None With the Lectra group ■ None (42) All terms of o̹ce within the Group's companies expired between the end of 2023 and mid-2024.
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03 - CORPORATE GOVERNANCE REPORT 155 Lectra - 2025 Annual Financial Report Directorships expired in the past five years, within the Lectra group (continued): ■ Chairman of Holding Mexico LLC (United States) ■ Chairman of Gerber Scientific LLC (United States) ■ Chairman of Gerber Technology LLC (United States) ■ Director and Chairman of Lectra Suomi Oy (Finland) ■ Director of Gerber Technology Ltd (United Kingdom) ■ Director of Lectra UK Ltd (United Kingdom) ■ Director of Lectra Hong Kong Ltd (Hong Kong) ■ Chairman of Lectra Sverige AB (Sweden) ■ Member of the Board of Managers of Gerber Technology S. de RL de CV (Mexico) ■ Director and Chairman of AG UK Acquireco Ltd (United Kingdom) ■ President of Lectra Systèmes SA de CV (Mexico) ■ Director and Chairman of Lectra Philippines Inc (Philippines) ■ Director, Gerber Scientific International Sistemas Computorizados Lda (Portugal) ■ Managing Director, Lectra Portugal Lda (Portugal) ■ Director, Lectra Singapore Pte Ltd (Singapore) ■ Director, Lectra Taiwan Co Ltd (Taiwan) ■ Director and Chairman of the Board of Directors of Lectra Tunisie SA (Tunisia) ■ Chief Executive O̹cer, Lectra Tunisie CP Sarl (Tunisia) ■ Vice-Chairman of the Board of Directors of Glengo Lectra Teknoloji Anonim Sirketi (Turkey) ■ Director and legal representative of Gerber Scientific International (Vietnam) Co Ltd (Vietnam) ■ Chairman of Lectra Vietnam (Vietnam) ■ Director and Chairman of AG UK Acquireco Ltd (United Kingdom) ■ President of Lectra Systèmes SA de CV (Mexico) ■ Director and Chairman of Lectra Philippines Inc (Philippines) ■ Director, Gerber Scientific International Sistemas Computorizados Lda (Portugal) ■ Managing Director, Lectra Portugal Lda (Portugal) ■ Director, Lectra Singapore Pte Ltd (Singapore) ■ Director, Lectra Taiwan Co Ltd (Taiwan) ■ Director and Chairman of the Board of Directors of Lectra Tunisie SA (Tunisia) ■ Chief Executive O̹cer, Lectra Tunisie CP Sarl (Tunisia) ■ Vice-Chairman of the Board of Directors of Glengo Lectra Teknoloji Anonim Sirketi (Turkey) ■ Director and legal representative of Gerber Scientific International (Vietnam) Co Ltd (Vietnam) ■ Chairman of Lectra Vietnam (Vietnam)
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03 - CORPORATE GOVERNANCE REPORT 156 Lectra - 2025 Annual Financial Report Hélène Viot-Poirier Independent Director Chairwoman of the Sustainability Committee Member of the Strategic Committee, Audit Committee and Nominations Committee Biography – Experience and expertise Age 53 years old Nationality French Date of first appointment April 29, 2022 Start date of term of o̹ce April 29, 2022 Expiry date of term of o̹ce At the end of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2025(43) Number of Lectra shares held 761 Hélène Viot-Poirier is a graduate of HEC Paris. She began her career in the Internet sector in 1997 in startups with Club Internet (Lagardère group), then worked for Kertel (Kering group). In 2001, she joined the Orange group, where, as Business Unit Director, she developed the ADSL market in France, then the mobile multimedia services market. She then took on the overall management of Orange’s digital activities in France in 2010 as Vice President of Portal and Digital Services (over €300 million in revenues, and managing a division with 1,000 employees). In 2016, she joined the Vivarte group (€2 billion in revenues, 12 fashion brands), as Chief Digital and Marketing O̹cer and a member of the Executive Committee. In 2017, she became Chairwoman and Chief Executive O̹cer of Chevignon, part of the Vivarte group, turned around the company and brand, and launched the first environmentally responsible collection. As part of a strategic restructuring of Vivarte, shareholder of Chevignon, she headed the search for a future shareholder and led the process through to the disposal of Chevignon. Since 2020, as an Independent Senior Advisor, she has supported strategic internal and external growth projects in the fashion, digital and consumer goods sectors. Hélène Viot-Poirier was a Board Advisor of ConsoFlash, part of the Mediaperformances group (unlisted), from 2018 until September 2024. She has been an Independent Director on the Board of Selinko (unlisted) since 2021. Directorships expired in the past five years ■ Board Advisor of CF group, until 2023 ■ Board Advisor of ConsoFlash, Mediaperformances group (from 2018 to 2024) Other current positions and directorships ■ Independent Director of Selinko (Belgium) since 2021 (43) A proposal will be made at the Annual Shareholders’ Meeting of April 29, 2026, to reelect Hélène Viot-Poirier as Director.
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03 - CORPORATE GOVERNANCE REPORT 157 Lectra - 2025 Annual Financial Report Diversity in the Board of Directors The Board of Directors examines annually the desirable balance in its membership, notably regarding gender balance, the diversity of competencies, the independence of its members and, in light of the various challenges facing Lectra, its geographical situation and the Company’s shareholder base. The following table summarizes the objectives, the implementation of the diversity policy as it applies to the members of the Board of Directors, and the resulting situation. Criteria Objectives Implementation and resulting situation Gender balance on the Board of Directors When the Board of Directors is composed of up to eight members, the di̸erence between the number of Directors of each gender must not exceed two. (Articles L. 22-10-3 and L. 225-18-1 of the French Commercial Code (Code de commerce)) 3 men and 4 women. Diversity of competencies, and complementary profiles Complementary profiles in terms of areas of expertise. Competencies represented: strategy, management, industry, knowledge of Lectra markets, finance, audit and risks, acquisitions, governance, corporate social responsibility, information systems and cybersecurity. International profiles Profiles with international experience and/or foreign profiles in light of Lectra’s geographical reach. All the Directors have vast international experience. Céline Abecassis-Moedas is a French national and a resident of Portugal. Pierre-Yves Roussel is a French national and a resident of the United States. Directors' Independence At least half the members of the Board of Directors should be independent. (Article 10.3 of the AFEP-MEDEF Code) 71% of the Directors are independent. Age of directors At least half of the members of the Board of Directors must be under 72 years of age. (Article 11 of the Company’s by-laws) None of the Directors are older than the age limit of 72. The average age is 59, and the range is from 53 to 71. Competencies represented within the Board of Directors Daniel Harari X X X X X X X X X X X X Céline Abecassis-Moedas X X X X X X X X X Karine Calvet X X X X X X X X X Nathalie Rossiensky X X X X X X X X X Pierre-Yves Roussel X X X X X X X X X X Jérôme Viala X X X X X X X X X X Hélène Viot-Poirier X X X X X X X X X X X % of Directors 100% 100% 57% 71% 71% 71% 100% 100% 100% 86% 43% 100% Training of Directors Non-executive Directors receive training on the specific characteristics of the Company, its businesses, sectors of activity, products and services, operational and sustainability issues, as well as its organization and operating mode, in order to gain a thorough understanding thereof. The Directors have undergone a cybersecurity training course that mainly covers a general presentation of security issues in the Company as well as the signals that make it possible to spot social engineering attempts. Strategy Management Industry Lectra markets Finance, audit and risks Acquisitions Governance Social responsibility Societal responsibility Environmental responsibility Information systems / cybersecurity International experience
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03 - CORPORATE GOVERNANCE REPORT 158 Lectra - 2025 Annual Financial Report Directors' Independence In general, a director is deemed to be independent when there is no relationship of any kind whatsoever with the Company, its Group or its management liable to compromise the director’s freedom of judgment. To comply with the rules of corporate governance as set out in Article 10.3 of the AFEP-MEDEF Code, in widely held corporations without controlling shareholders, independent directors must make up at least 50% of the membership of the Board of Directors. Lectra’s use of the term “Independent Director” is consistent with the recommendations of the AFEP-MEDEF Code. Independence is discussed by the Nominations Committee and determined by the Board of Directors when appointing a Director, as well as annually for all Directors. On February 26, 2026, the Board of Directors discussed the qualifications of each Director and concluded that: ■ Céline Abecassis-Moedas, Karine Calvet, Nathalie Rossiensky, Hélène Viot-Poirier, and Pierre-Yves Roussel satisfy all the criteria for independence set out in the AFEP-MEDEF Code; ■ Daniel Harari is not deemed to be independent, because he has been the executive o̹cer since 1991, and holds, at the date of this Report, roughly 12.7% of the share capital and 12.6% of the voting rights of the Company; ■ Jérôme Viala qualifies as non-independent because he was an employee of Lectra between 1985 and March 2024. In particular, the Board of Directors noted that there are no significant business relationships or vested interests between Céline Abecassis- Moedas, Karine Calvet, Nathalie Rossiensky, Hélène Viot-Poirier, Daniel Harari, Jérôme Viala and Group companies; The Board of Directors conducted a quantitative and qualitative review of the business relationships between the companies of the Group and the companies of the Tory Burch group, of which Pierre- Yves Roussel is the Chief Executive O̹cer. Following its analysis, the Board of Directors concluded that these contractual relationships are not such as to compromise the independence of the Director: the contracts are concluded under normal market conditions and are not of a material nature given the amounts involved (their total value is less than €50,000 per year). Moreover, Pierre-Yves Roussel does not take part in the negotiation of these contracts. The following table sets out the status of each Director with regard to the criteria for independence set out in Articles 10.5, 10.6 and 10.7 of the AFEP-MEDEF Code: Criteria of independence Criterion 1: Employee or company o̹cer within the previous 5 years yes no no no no yes no Criterion 2: Cross-Directorships no no no no no no no Criterion 3: Significant business relationships no no no no no no no Criterion 4: Family ties to a company o̹cer no no no no no no no Criterion 5: Auditor within the previous 5 years no no no no no no no Criterion 6: Period of o̹ce exceeding 12 years yes no no no no no no Criterion 7: Status of non-executive o̹cer (receives variable compensation or any compensation linked to the performance of the Company or Group) n/a no no no no no no Criterion 8: Status of the major shareholder (holds over 10% of the share capital or voting rights in the Company) yes no no no no no no Gender balance on the Board of Directors In accordance with Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code, in companies with a Board of Directors consisting of up to eight members, the di̸erence between the number of members of each gender may not exceed two. The Board of Directors of Lectra has complied with this gender balance rule ever since it went into e̸ect. At the date of this Report, the Board of Directors is composed of seven members, four women and three men. Age limit for Directors and for the Chairman of the Board of Directors Under Article 11 of the Company by-laws, the proportion of Directors aged over 72 is restricted to one-half of the total number of Directors in o̹ce. If the threshold of one half of the Directors is exceeded, the Director who is the oldest shall automatically be deemed to have resigned, his or her appointment expiring at the end of the next Annual Ordinary Shareholders’ Meeting, in order to ensure the continuity of terms of o̹ce and of the Board of Directors’ work in the course of a given fiscal year. Daniel Harari Céline Abecassis-Moedas Karine Calvet Nathalie Rossiensky Pierre-Yves Roussel Jérôme Viala Hélène Viot-Poirier
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03 - CORPORATE GOVERNANCE REPORT 159 Lectra - 2025 Annual Financial Report Under Article 13 of the Company’s by-laws, the age limit for the position of Chairman of the Board of Directors is 76. On the date of this Report, no Director, nor the Chairman of the Board of Directors is older than the age limit. Duration of Directors’ appointments In accordance with the recommendations of Article 15.1 of the AFEP- MEDEF Code, since the Shareholders’ Meeting of April 27, 2012, the statutory term of o̹ce of the members of the Board of Directors is set at four years. In order to favor the smooth replacement of the Directors and to comply with the recommendations of Article 15.2 of the AFEP-MEDEF Code, a staggering of terms of o̹ce has been gradually put in place since 2019 through the early reelection of certain Directors in 2019 and the election of new Directors in 2021 and 2022. The following table indicates when the Directors’ terms of o̹ce end: Directors whose term of o̹ce ends at the close of the 2026 Shareholders’ Meeting called to approve the financial statements for fiscal year 2025 Directors whose term of o̹ce ends at the close of the 2027 Shareholders’ Meeting called to approve the financial statements for fiscal year 2026 Directors whose term of o̹ce ends at the close of the 2028 Shareholders’ Meeting called to approve the financial statements for fiscal year 2027 Directors whose term of o̹ce ends at the close of the 2029 Shareholders’ Meeting called to approve the financial statements for fiscal year 2028 Hélène Viot-Poirier (Independent Director)(1) Karine Calvet (Independent Director) Daniel Harari (Chairman and Chief Executive O̹cer) Céline Abecassis-Moedas (Independent Director) Pierre-Yves Roussel (Independent Director) Nathalie Rossiensky (Lead Independent Director) Jérôme Viala (Non-independent Director) (1) A proposal will be made at the Annual Shareholders’ Meeting of April 29, 2026, to reelect Hélène Viot-Poirier as Director. Directors’ and Chairman and Chief Executive O̹cer’s shareholdings Article 21 of the AFEP-MEDEF Code on ethics rules for directors recommends that each director should be a shareholder in a personal capacity and should hold a minimum number of shares that is significant in relation to the directors’ compensation. If the director does not own these shares at the time of joining the Board of Directors, he or she should use a portion of his or her compensation to purchase shares. The director is required to notify the company of his or her compliance, this information being provided in the Corporate Governance Report. Article 12 of the By-laws stipulates that each Director must own at least one share of stock throughout his or her term of o̹ce. In addition to this requirement, Article 4.5 of the Internal Rules and Procedures, as amended by the Board of Directors on February 27, 2025, stipulates that all Directors must own at least 750 of the Company’s shares. Directors who do not hold these shares at the time of joining the Board of Directors are required to invest the equivalent of 25% of his or her annual directors’ compensation (i.e. approximately half of the net amount received by them after deduction of social security contributions and personal income tax) until they have acquired the requisite number of shares. Such investment must be made within twelve months following payment of such directors’ compensation. As of today, Daniel Harari, Jérôme Viala, Céline Abecassis-Moedas, Nathalie Rossiensky and Hélène Viot-Poirier each hold at least 750 Lectra shares. Karine Calvet (elected in 2023 and holding 503 Lectra shares) and Pierre-Yves Roussel (elected in 2023 and holding 701 shares) undertake to invest 25% of their gross annual compensation to gradually acquire Lectra shares, as provided in the Internal Rules and Procedures. Number of Directorships held by the Chairman and Chief Executive O̹cer and the Directors Article 20.2 of the AFEP-MEDEF Code recommends that an executive o̹cer does not hold more than two other directorships in listed corporations, including foreign corporations, outside of his or her group and that he or she must also seek the opinion of the Board of Directors before accepting a new directorship in a listed corporation. Article 4.2 of the Company’s Internal Rules and Procedures goes beyond the recommendations of the AFEP-MEDEF Code and prohibits the Chairman and Chief Executive O̹cer from holding directorships in any French or foreign company, listed or unlisted, outside the Group. In compliance with this rule, Daniel Harari holds no o̹ce within or outside the Group. Article 20.4 of the AFEP-MEDEF Code also recommends that a director should not hold more than four other directorships in listed companies outside the group, including foreign companies. Article 4.2 of the Internal Rules and Procedure goes even further than the recommendation of the AFEP-MEDEF Code and provides that Directors must limit the number of directorships they hold in other companies so as to ensure that they remain available to fulfil their duties as members of the Lectra Board of Directors. They must inform the Chairman and Chief Executive O̹cer prior to acceptance of any new director position in a French or foreign company, whether listed or unlisted, including membership on Board of Directors' Committees, or of any change in their professional responsibilities. In keeping with these rules, no Lectra Director holds more than four other positions in listed companies. Selection procedure for independent Directors In accordance with Article 18.2.1 of the AFEP-MEDEF Code and the recommendations of the French Financial Markets Authority (the "AMF") and the Haut Comité de Gouvernement d'Entreprise (the "HCGE"), the Board of Directors has adopted a written procedure formalizing the process for selecting independent directors. Adopted by the Board of Directors on July 29, 2021 and updated by the Board of Directors on February 27, 2025, this procedure is available on the Lectra website (https://www.lectra.com/en/investors/corporate- governance/bylaws-and-rules). The procedure describes in particular the role of the Nominations Committee in the selection of future independent Directors, the principles underlying the selection procedure, and the various stages in the selection process.
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03 - CORPORATE GOVERNANCE REPORT 160 Lectra - 2025 Annual Financial Report The selection procedure for future Independent Directors comprises the six stages described below: Since 2021, consideration has been given to the appropriate composition of the Board of Directors and Board committees, taking into account the Company's strategic orientations, emerging requirements regarding expertise and experience, and the expiry dates of Directors' terms of o̹ce. Drawing on the work and recommendations of the Nominations Committee and the conclusions of the annual self-evaluations performed since 2021, the Board of Directors has established a director diversity policy that aims to maintain gender balance and ensure diverse, complementary profiles in terms of age, seniority, independence, areas of expertise, and experience, including international experience. The selection procedure for Directors was first implemented in 2021 and has been applied each year since then. During fiscal year 2025, the Board of Directors entrusted the Nominations Committee with the responsibility of conducting a selection process for an independent Director with a solid financial profile and a strong interest in new technologies. To this end, the Nominations Committee appointed a specialized recruitment firm, which identified and presented six candidates meeting the determined criteria. At the end of this process, the candidacy of Christophe Gégout was selected by the Board of Directors. In preparation for the Annual Shareholders’ Meeting of April 29, 2026, the Board of Directors on February 26, 2026 proposed the renewal of the term of o̹ce of Hélène Viot-Poirier and the appointment of Christophe Gégout as independent Directors. Proposed changes in the composition of the Board of Directors submitted to the 2026 Annual Shareholders’ Meeting → Proposal to renew the term of o̹ce of Mrs. Hélène Viot-Poirier As the term of o̹ce of Mrs. Hélène Viot-Poirier is due to expire at the close of the Annual Shareholders’ Meeting on April 29, 2026, the Board of Directors will propose her re-election to Shareholders for a further four-year term expiring at the close of the Shareholders’ Meeting called to approve the financial statements for fiscal year 2029. Mrs. Hélène Viot-Poirier’s contribution to the Board of Directors, the Strategic Committee, the Sustainability Committee and the Audit Committee was very much appreciated by the other Directors. Mrs. Hélène Viot-Poirier has played a key role in strengthening governance and structuring the work of the Sustainability and Strategic Committees. She contributed to the integration of ESG requirements into the Group's strategy and sustainability reporting, challenging the indicators to ensure their relevance and alignment with ambitions. Her constant involvement and forward-looking vision have supported the quality of reports and the consistency of strategic decisions. The Nominations Committee reviewed the situation of Mrs. Hélène Viot-Poirier with regard to the independence criteria defined by the AFEP-MEDEF Code, and considered that she met all the independence criteria used, at the date of her appointment Subject to a favorable vote by the shareholders, Mrs. Hélène Viot- Poirier will continue to chair the Sustainability Committee and will remain a member of the Strategic, Audit and Nominations Committees. → Proposal for the appointment of Mr. Christophe Gégout The Board of Directors will submit the appointment of Mr.Christophe Gégout as Director for approval at the 2026 Annual Shareholders’ Meeting, for a period of four years, expiring at the close of the Shareholders' Meeting held to approve the financial statements for the 2029 fiscal year. Interviews conducted by the Nominations Committee at the end of 2025 revealed the relevance of Mr. Christophe Gégout's professional career, the rigor of his strategic analysis and his ability to intervene independently and e̸ectively on the Board of Directors and the Audit Committee. His expertise, in-depth knowledge of governance issues and mastery of financial matters were particularly highlighted. The Nominations Committee reviewed the situation of Mr. Christophe Gégout with regard to the independence criteria defined by the AFEP-MEDEF Code, and considered that he met all the independence criteria used, at the date of his appointment. Subject to a favorable vote by the shareholders, Mr. Christophe Gégout will join the Board of Directors as an independent Director and will be a member of the Audit Committee and the Strategic Committee.
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03 - CORPORATE GOVERNANCE REPORT 161 Lectra - 2025 Annual Financial Report → Proposal for the appointment of Mr. Fiorangelo Salvatorelli At the 2026 Annual Shareholders' Meeting, the Board of Directors will submit to the shareholders for approval the appointment of Mr. Fiorangelo Salvatorelli as a non-independent Director for a period of four years expiring at the close of the Shareholders' Meeting called in 2030 to approve the financial statements for fiscal year 2029. The candidacy of Mr. Fiorangelo Salvatorelli was proposed by Alantra EQMC Asset Management SGIIC, one of the significant shareholders of Lectra, which currently holds more than 10% of the share capital and voting rights. In the event of the appointment of Mr. Fiorangelo Salvatorelli, the Board of Directors will be able to benefit from his expertise in technology, and his wealth of experience in consulting and investing in high-tech companies. The review of Mr. Fiorangelo Salvatorelli's situation with regard to the eight independence criteria of the AFEP-MEDEF Code leads to his qualification as a non-independent Director, since his appointment is proposed by a major shareholder and he exercises executive functions within this company. Subject to a favorable vote by the shareholders, Mr. Fiorangelo Salvatorelli will be appointed as a member of the Strategic Committee. Composition of the Board of Directors after the 2026 Annual Shareholders’ Meeting At the close of the Annual Shareholders’ Meeting of April 29, 2026, subject to the favorable vote for the renewal of the term of o̹ce of Mrs. Hélène Viot-Poirier, the appointment of Mr. Christophe Gégout, and the appointment of Mr. Fiorangelo Salvatorelli, the Board of Directors would be composed of nine people, including four women and five men, and six of whom would be independent Directors: Director Independence Elected / Re-elected Term expired Karine Calvet Independent Director Shareholders’ Meeting 2023 Shareholders’ Meeting 2027 Pierre-Yves Roussel Independent Director Shareholders’ Meeting 2023 Shareholders’ Meeting 2027 Daniel Harari Non-independent Director, Chairman and Chief Executive O̹cer Shareholders’ Meeting 2024 Shareholders' Meeting 2028 Nathalie Rossiensky Lead Independent Director Shareholders’ Meeting 2024 Shareholders' Meeting 2028 Jérôme Viala Non-independent Director Shareholders’ Meeting 2024 Shareholders' Meeting 2028 Céline Abecassis-Moedas Independent Director Shareholders’ Meeting 2025 Shareholders’ Meeting 2029 Christophe Gégout Independent Director Shareholders’ Meeting 2026 Shareholders’ Meeting 2030 Fiorangelo Salvatorelli Non-independent Director Shareholders’ Meeting 2026 Shareholders’ Meeting 2030 Hélène Viot-Poirier Independent Director Shareholders’ Meeting 2026 Shareholders’ Meeting 2030 The Board of Directors will determine the new composition of the Specialized Committees at its meeting following the Annual Shareholders’ Meeting of April 29, 2026.
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03 - CORPORATE GOVERNANCE REPORT 162 Lectra - 2025 Annual Financial Report 1.4.3. Organization and operation of the Board of Directors Internal Rules and Procedures of the Board of Directors and its Specialized Committees Articles 2.2 and 16.3 of the AFEP-MEDEF Code recommend the establishment of Internal Rules and Procedures to govern the procedures of the Board of Directors and its committees. The Internal Rules and Procedures specify: ■ the composition, operating rules and responsibilities of the Board of Directors and its Committees; ■ the duties of Directors and the ethics rules, notably regarding the prevention of conflicts of interest, holding of shares in the Company, loyalty, diligence and confidentiality; ■ transactions that require prior approval by the Board of Directors, listed in section 1.4.1 above; and ■ the procedures for informing the Board of Directors regarding the Company’s financial situation and cash position. The Board of Directors regularly reviews its Internal Rules and Procedures, notably to ensure compliance with any new legal and regulatory provisions and new recommendations of the AFEP-MEDEF Code. The Internal Rules and Procedures of the Board of Directors were updated on February 27, 2025 and are available on the Company’s website (https://www.lectra.com/en/investors/ corporate-governance/bylaws-and-rules). Prevention of conflicts of interest The Board of Directors has also long had in place a procedure for managing conflicts of interest, if any. This procedure is formalized in Article 4.3 of the Internal Rules and Procedures. Pursuant to Articles 1.3, 3 and 4.3 of the Internal Rules and Procedures, the Board of Directors has tasked the Chairman and Chief Executive O̹cer and the Lead Director with monitoring and managing possible conflicts of interest in connection with the company o̹cers. Furthermore, each Director (i) must ensure at all times that their personal situation avoids all conflicts of interest with the Company or any of its subsidiaries, (ii) has a duty spontaneously to inform the Board of Directors of any situation or risk of conflict of interest, real or potential, and (iii) must abstain from taking part in the corresponding discussions, votes or deliberations. Furthermore, and without prejudice to the formalities pertaining to authorizations and control prescribed by law and the Company By- laws, Directors are required to notify the Chairman and Chief Executive O̹cer without delay of any related-party transaction into which the Company or one of the companies of the Group may enter and in which they have a direct or indirect interest, regardless of its nature. The Chairman and Chief Executive O̹cer notifies the Board of Directors of any conflicts of interest or potential conflicts he may have identified. The Chairman and Chief Executive O̹cer abstains from participating in deliberations and votes on motions regarding his compensation. In the event of a conflict of interest, including potential, the Board of Directors must decide on this question and, if necessary, call upon the Director concerned to rectify his/her position. Timetable, meetings and activity of the Board of Directors In accordance with the recommendation of the AMF set out in its Guide to periodic information by companies listed on a regulated market (Position-recommendation DOC-2016-05), the Company’s financial calendar setting out the dates for the publication of annual, half-year and quarterly financial results, those of the Annual Shareholders’ Meeting and the two annual analysts’ meetings is drawn up prior to the last day of the current fiscal year for the following fiscal year. The calendar is published in the Annual Financial Report on the Company’s website and communicated to Euronext before the start of the fiscal year. The timetable of meetings of the committees, Board of Directors and Annual Shareholders’ Meetings for fiscal years ended December 31, 2025 and December 31, 2026 was finalized by the Board of Directors at its meetings on October 30, 2024 and April 25, 2025, respectively. The dates of seven meetings of the Board of Directors are decided on the basis of this calendar. These comprise the annual, half-year and quarterly financial results publication dates, between 45 and 70 days prior to the Annual Shareholders’ Meeting in order to review the documents and decisions to be presented, after the Shareholders’ Meeting, and lastly, between 20 and 30 trading days after the dividend approved by the Shareholders’ Meeting is made payable, for the granting of the annual stock option plan. In addition, the Board of Directors also meets outside of these dates to discuss other subjects falling within its responsibilities (including all planned acquisitions or the review of the Company’s strategic plan) or those that the Chairman and Chief Executive O̹cer wishes to submit to the Directors. In accordance with applicable legal provisions, the Statutory Auditors are invited to, and systematically attend, all meetings of the Board of Directors which examine and approve the annual and interim accounts. They may also be invited to any other meeting, if this seems appropriate. In addition, representatives of the Social and Economic Committee are invited to all meetings of the Board of Directors and receive the same documents and information as the members of the Board. Both the Secretary of the Board of Directors and the Chief Financial O̹cer take part in all Board of Directors' meetings, except when prevented from doing so. The Secretary’s duties include, in coordination with and under the supervision of the Chairman and Chief Executive O̹cer, drafting the minutes of the Board of Directors’ meetings and assisting the Directors regarding material and regulatory issues, particularly the payment of Directors’ compensation, and filings on any securities transactions by Directors. In addition, one or more third parties may attend all or part of any meeting of the Board of Directors with the approval of a majority of the Directors present. However, the Chairman and Chief Executive O̹cer may veto such participation, stating the reasons for doing so. The Board of Directors may engage outside experts to conduct technical studies at the Company's expense and, if appropriate, present their findings to the Board of Directors at a meeting. Invited third parties are bound by confidentiality obligations regarding information provided before, during or after Board Meetings. In accordance with Article L. 225-37, paragraph 3 of the French Commercial Code, Article 14(I) of the Company’s By-laws and Article 5.3 of the Internal Rules and Procedures, decisions within the powers of the Board of Directors may be made by means of a written consultation of the Directors. In the event of a written consultation, the consultation notice including the text of the proposed proceedings, together with all documents necessary for the information of the Board of Directors, shall be sent to each Director by simple letter, or by electronic mail or via a secure document-sharing platform. The period of time for responding shall be specified in the notice of consultation and must be reasonable, according to the subject of consultation. Voting shall be based on the text of the proposed proceedings and for each resolution shall be expressed by the words “yes,” “no,” or “abstain.” Any Director may object to a decision by written consultation. They must inform the Chairman and Chief Executive O̹cer as soon as possible after receipt of the notice of consultation, stating the reasons for their objection. The quorum and majority shall be calculated on the basis of Directors casting their votes. Decisions shall be adopted by a majority of votes. The consultation shall be recorded in the form of minutes of the
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03 - CORPORATE GOVERNANCE REPORT 163 Lectra - 2025 Annual Financial Report proceedings of the Board of Directors by means of a written consultation, which shall be submitted to the Directors for approval. In 2025, the Board of Directors held seven meetings, with an attendance rate of 96%, and deliberated once by written consultation. Work performed in 2025 The Board of Directors addressed, inter alia, the following matters in 2025: ■ the parent company and consolidated financial statements for fiscal year 2024, and the notes thereto; ■ the budget and scenarios for fiscal year 2025; ■ strategic orientations, the second progress report and the summary report on the 2023-2025 strategic roadmap; ■ the 2025 half-year and quarterly financial statements and management reports; ■ the press releases; ■ the impact of tari̸ announcements; ■ implementation of the sustainability strategy, including the establishment of a double materiality matrix within the CSRD framework; ■ setting the climate strategy; ■ the appointment of Ernst & Young et Autres as the principal Statutory Auditor; ■ the reports of the Board of Directors to the Annual Shareholders’ Meeting of April 25, 2025 (the Management Discussion and Analysis, the Sustainability Report, the Corporate Governance Report, the Reports on Proposed Resolutions and the Special Report on the Granting of Stock Options); ■ the exercise of stock options during fiscal year 2024, and the corresponding share capital increase; ■ authorization of commitments, guarantees and sureties; ■ ordinary agreements entered into or continued during fiscal year 2024; ■ the compensation of company o̹cers in respect of fiscal years 2024 and 2025, it being specified that in compliance with Article 19.3 of the AFEP-MEDEF Code, the deliberations and vote relating to the compensation of the Chairman and Chief Executive O̹cer took place in his absence; ■ the composition of the Board of Directors and its committees, and the selection of a new Director; ■ the financial forecast documents; ■ the share buyback program and the liquidity agreement; ■ the 2025 stock option plan; ■ the self-evaluation of the functioning of the Board of Directors and its committees; ■ Directors’ independence; ■ the policy for professional and pay equality and the policy on gender balance in managing bodies; ■ the preparation and analysis of the 2026-2028 roadmap; ■ update of the Internal Rules and Procedures and the procedure for the selection of independent Directors; and ■ the financial calendar for the 2026 and 2027 fiscal years (until the Shareholders’ Meeting of 2027). Attendance of members of the Board of Directors In accordance with Article 12.1 of the AFEP-MEDEF Code, the following table reports on the individual attendance of each Company Director at meetings of the Board of Directors and its Committees during the fiscal year ended December 31, 2025: Board of Directors Strategic Committee Audit Committee Sustainability Committee Compensation Committee Nominations Committee Ad hoc Committee % % % % % % % Daniel Harari Chairman and Chief Executive O̹cer 7/7 100% 4/4 100% Not a member Not a member Not a member Not a member Not a member Nathalie Rossiensky Lead Independent Director 7/7 100% 4/4 100% 7/7 100% Not a member 3/3(2) 100% 3/3 100% Not a member Céline Abecassis-Moedas Independent Director 7/7 100% 4/4 100% Not a member 4/4 100% 5/5 100% 3/3 100% 2/2 100% Karine Calvet Independent Director 6/7 86% 4/4 100% Not a member 4/4 100% 2/2(2) 100% Not a member Not a member Ross McInnes(3) Independent Director 3/3 100% N/A N/A 3/4 75% Not a member Not a member N/A 100% Not a member Pierre-Yves Roussel Independent Director 6/7 86% 4/4 100% Not a member Not a member Not a member Not a member 2/2 100% Jérôme Viala Non-independent Director 7/7 100% 4/4 100% 7/7 100% Not a member 5/5 100% Not a member 2/2 100% Hélène Viot-Poirier Independent Director 7/7 100% 4/4 100% 7/7 100% 4/4 100% Not a member 3/3 100% Not a member Average attendance rate 96% 100 % 94% 100% 100% 100% 100% (1) Meetings of the Non-executive Directors in the absence of the Chairman and Chief Executive O̹cer as well as written consultations are not included when calculating the attendance rate or the compensation paid to the Directors. (2) On April 25, 2025, Karine Calvet was appointed as a member of the Compensation Committee, replacing Nathalie Rossiensky. (3) For the period from January 1, 2025 to April 24, 2025, Ross McInnes's term of o̹ce having expired at the close of the Board of Directors’ meeting of April 24, 2025. Number of meetings (1) Number of meetings Number of meetings Number of meetings Number of meetings Number of meetings Number of meetings
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03 - CORPORATE GOVERNANCE REPORT 164 Lectra - 2025 Annual Financial Report Organization of Board of Directors' proceedings – communication of information to Directors The agenda is set by the Chairman and Chief Executive O̹cer, taking into account the points proposed by the Chairs of the Specialized Committees or any other Directors, when appropriate. The Specialized Committees prepare the work of the Board of Directors and assist it in the examination of technical matters. When an item on the agenda of the Board of Directors requires prior discussion by one of the Committees, the Chairperson of this Committee communicates his Committee’s observations, if any, and recommendations to the full session of the Board of Directors. The Board of Directors is thus kept fully informed, facilitating its decisions. At least three days before each Board of Directors' meeting, a set of documents is systematically addressed by the Secretary of the Board of Directors to each Director, to the employees’ Social and Economic Committee representatives and to the Statutory Auditors for the four meetings called to review the financial statements and for the meeting to prepare for the Annual Shareholders’ Meeting. Details of each item on the agenda are provided in a written document, as required, or are presented during the meeting itself. As in previous years, in 2025 all documents to be communicated to the Directors were made available to them in a timely manner, in compliance with regulations. Furthermore, the Chairman and Chief Executive O̹cer regularly asks the Directors if they require additional documents or reports in order to complete their information. Detailed minutes are produced for each meeting and submitted to the Board of Directors for approval at a subsequent meeting. Periodic meetings of the Non-executive Directors in the absence of the Chairman and Chief Executive O̹cer (executive sessions) Article 12.3 of the AFEP-MEDEF Code recommends that the Directors meet periodically in the absence of the executive o̹cers. In accordance with Article 5.9 of the Internal Rules and Procedures, Non-executive Directors meet at least once a year prior to the meeting of the Board of Directors dedicated to the evaluation of its operational practices. These executive sessions are held in the absence of the Chairman and Chief Executive O̹cer, Statutory Auditors, the representatives of the Social and Economic Committee and any other Group employee. In executive sessions, Non-executive Directors discuss the composition, organization and functioning of the Board of Directors and its Specialized Committees. They evaluate the performance of the Chairman and Chief Executive O̹cer and freely discuss any matters they wish to raise. These meetings are organized and chaired by the Lead Director, who then reports to the Chairman and Chief Executive O̹cer in a one-on one meeting and to the full Board of Directors as appropriate. In 2025, two meetings of the Non-executive Directors were held. During these meetings, the Directors reviewed miscellaneous governance topics, as well as the annual performance assessment of the Chairman and Chief Executive O̹cer and the internal assessment of the operation of the Board of Directors and its Specialized Committees. Attendance of the Directors at Shareholders' meetings Article 21 of the AFEP-MEDEF Code recommends that directors attend not only all meetings of the Board of Directors and of the committees to which they belong, but also attend shareholders’ meetings. All Directors, current and future, were present at the Annual Shareholder’s Meeting of April 25, 2025, with the exception of Pierre- Yves Roussel. Evaluation of the Board of Directors Under Article 11 of the AFEP-MEDEF Code and Article 5.10 of the Internal Rules and Procedures, the Board of Directors should, at least once a year, devote an item on its agenda to a discussion of its membership, organization and functioning. The Board of Directors also verifies that important questions are thoroughly prepared and discussed, and assesses the e̸ective contribution of each Director to its work in light of their expertise and involvement in the discussions. Prior to this Board of Directors’ meeting, a simplified evaluation is conducted at the annual executive session of the Non- executive Directors. In addition, the Company's compliance with good governance practices is monitored on a regular basis throughout the year. → Triennal evaluation Under Article 11.3 of the AFEP-MEDEF Code and Articles 1.3 and 5.10 of the Internal Rules and Procedures, a formal evaluation of the Board of Directors is carried out once every three years under the supervision of the Lead Director on the basis of a questionnaire, which relates in particular to the appreciation of each Director’s e̸ective contribution to the work of the Board of Directors. This triennial assessment may be conducted by an external consultant, should the need arise. The last triennial assessment was carried out at the end of 2024. In 2024, upon the Lead Director's recommendation, the Board of Directors decided to engage the services of an external firm, following a call for tenders launched in September 2024. The assessment process took place from October to December 2024. It consisted, on the one hand, in each Director answering a questionnaire relating to the operation of the Board of Directors and the Specialized Committees in which he or she participates and, on the other hand, holding individual interviews with the consultant. The conclusions of this assessment were presented to the Directors at an ad hoc session held on January 14, 2025. The evaluation took into account the contextual factors specific to Lectra, due to the recent changes in the composition of the Board of Directors and in the operating procedures of its Committees, changing how the Board operates from having all Directors serve on all Committees to having a limited number. On the whole, the functioning of the Board of Directors was assessed as being of a good quality. The Directors highlighted several key areas of satisfaction: the commitment of the Board members, the transparency of the Chairman and Chief Executive O̹cer and his Executive Committee, the quality of the information shared, the improvement of teamwork, the diversity and complementarity of skills, the e̹ciency of the Committee's work and the e̸ectiveness of the strategic process. The participation of each member of the Board of Directors in the various Committees and in the full Board of Directors was considered to be particularly satisfactory. The topics discussed led to the following areas for improvement: preparing Mr. Daniel Harari's succession as Chief Executive O̹cer, o̸er more opportunities for the Board of Directors to meet with Executive Committee members, increasing flexibility in managing the duration of Board meetings, and encouraging more non-formal occasions.
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03 - CORPORATE GOVERNANCE REPORT 165 Lectra - 2025 Annual Financial Report → Annual evaluation During the 2025 fiscal year, the Lead Director conducted an internal assessment of the functioning of the Board of Directors and its Specialized Committees, as well as the individual assessment of each of the Directors. The process took place between June and October 2025 and was based on the sending out of a questionnaire from June, supplemented by individual interviews conducted by the Lead Director with each Director. The summary of this internal assessment was presented at the meeting of non-executive Directors in September 2025 and then at the Board of Directors' meeting in October 2025. The assessment of the functioning of the Board of Directors and its Committees, as well as the individual assessment of the Directors, show very satisfactory results, characterized in particular by the transparency of discussions and e̹cient management of the time devoted to the various subjects. As part of a continuous improvement approach, a training course on the impact of artificial intelligence on Lectra's markets will be rolled out in 2026. 1.4.4. Board of Directors' Committees
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03 - CORPORATE GOVERNANCE REPORT 166 Lectra - 2025 Annual Financial Report Composition of Specialized Committees In accordance with the provisions of the law, the recommendations of the AFEP-MEDEF Code and Article 6.1.1 of the Internal Rules and Procedures, the Board of Directors has set up six Specialized Committees: ■ five Standing Committees: ◦ the Strategic Committee; ◦ the Audit Committee; ◦ the Sustainability Committee; ◦ the Compensation Committee; ◦ the Nominations Committee; and ■ one temporary Committee: the ad hoc Committee in charge of succession planning for the Chief Executive O̹cer. (44) In addition to the six committees listed above, the Board of Directors may at any time decide to establish other standing and/or ad hoc committees (to review, control or monitor, or ad hoc). The members of the Committees are appointed by the Board of Directors, upon the recommendation of the Chairman and Chief Executive O̹cer and the Nominations Committee, for the remaining term of their directorship. A Committee membership may be renewed at the same time as a Director's term of o̹ce. It may be revoked at any time and without justification, by the Board of Directors acting on a majority of its members. Members are appointed in a personal capacity and may not be represented in the performance of their duties. Missions of Specialized Committees The responsibilities and operating rules of each Committee are set out in the Internal Rules and Procedures. The Committees conduct in- depth analysis of the topics and issues within their remit. They prepare the work and resolutions of the Board of Directors. Within its area of responsibility, each Committee makes proposals, recommendations and opinions, and reports regularly to the Board of Directors on their missions and activities. Since the Board of Directors alone has the legal authority to make decisions, the Committees may not, under any circumstances, diminish, limit or relinquish the powers of the Board of Directors, nor may they lead to division within the Board of Directors, which is and remains collectively responsible for the fulfilment of its duties. Operations and resources of Specialized Committees Committees meet at the invitation of their Chairperson, whenever the Chairperson deems it appropriate and in accordance with the rules specific to each Committee as set forth below. Notice of a meeting may be given by any means, including oral notice. To identify participants and ensure their e̸ective participation, meetings can be held in person and/or via teleconferencing. Regardless of the means of participation, at least half of the members of a Committee must be present for its discussions and deliberations to be valid. The opinions, proposals and recommendations of the Committee shall be adopted by a simple majority of votes. In the event of a tie vote, the Chairperson of the Committee shall have the casting vote. Topics requested by the Chairman and Chief Executive O̹cer or by the Chairperson of each Committee are included on the agendas. When a matter on the Board's agenda requires prior examination by a Committee, the Chairperson of the said Committee reports to the plenary session of the Board of Directors on any observations and recommendations made by the Committee. These reports keep the Board fully informed and facilitate its deliberations. The Chairperson of a Committee may invite any person of their choice, who has signed a confidentiality agreement, to attend a Committee meeting in order to provide specific information and facilitate the Committee's work, unless the Chairman and Chief Executive O̹cer has made a reasoned objection. In addition, any Specialized Committee may engage outside experts to conduct technical studies at the Company's expense and, if appropriate, present their findings to the Specialized Committee or the Board of Directors. In both cases, the Committee reports to the Board of Directors. Between Committee meetings, Committee members exchange information by e-mail with the Chairman and Chief Executive O̹cer and/or Executive Committee members, who are regularly invited to attend Committee meetings, in particular to discuss certain subjects in greater depth. (44) Created at the Board of Directors' meeting of April 25, 2025.
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03 - CORPORATE GOVERNANCE REPORT 167 Lectra - 2025 Annual Financial Report Strategic Committee → Membership Former membership (prior to April 25, 2025) Current membership (from April 25, 2025) Daniel Harari (Chairman) Chairman and Chief Executive O̹cer Daniel Harari (Chairman) Chairman and Chief Executive O̹cer Ross McInnes Lead Independent Director Nathalie Rossiensky Lead Independent Director Céline Abecassis-Moedas Independent Director Céline Abecassis-Moedas Independent Director Karine Calvet Independent Director Karine Calvet Independent Director Nathalie Rossiensky Independent Director Pierre-Yves Roussel Independent Director Pierre-Yves Roussel Independent Director Jérôme Viala Non-independent Director Jérôme Viala Non-independent Director Hélène Viot-Poirier Independent Director Hélène Viot-Poirier Independent Director IIndependence rate 75% 71% In accordance with Article 6.2 of the Internal rules and procedures, the Strategic Committee comprises at least three Directors appointed by the Board of Directors, including the Chairman and Chief Executive O̹cer and two Independent Directors. The Committee is chaired by the Chairman and Chief Executive O̹cer. The Strategic Committee currently comprises all members of the Board of Directors. → Missions The mission of the Strategic Committee is to: ■ review and discuss, inter alia, the major strategic directions and development themes proposed by the Chairman and Chief Executive O̹cer and the Deputy CEO in order to prepare the Group for the global economic and sustainable development challenges and risks to which it is exposed, reinforce its business model and its operating and financial ratios, as well as the consistency of the Group's strategic plan with the main orientations of the annual and multiyear action plans; ■ review internal and external growth drivers, and the optimization of their development in the medium term; ■ review external growth operations, financial or stock market transactions having a significant immediate or future impact on the share capital and, more generally, on equity of the shareholders and monitor their implementation; and ■ make any recommendations and express any opinions to the Board of Directors. → Meetings The Strategic Committee organizes its work as it sees fit. It meets as often as the interests of the Company demand and at least four times a year. In 2025, the Strategic Committee met four times, including a two-day strategic seminar in Milan in December 2025, with an attendance rate of 100%. The Deputy CEO and the Director of Strategy are permanent guests. Other members of the Executive Committee may be invited to participate in certain work and discussions of the Strategic Committee, depending on the subjects examined. → Work performed in 2025 The Strategic Committee addressed, inter alia, the following matters in 2025: ■ the 2025 budget and related scenarios; ■ assessment of the 2023-2025 roadmap; ■ the impact of the trade war (tari̸s); ■ the status of Gerber's integration; ■ development of Lectra’s o̸ers, and the o̸er strategy, mainly for the fashion market; ■ analysis of possible conflicts of interest and the risk of fraud; ■ the impact on the Group’s activities of developments in the macroeconomic and competitive environment; and ■ preparation of the 2026-2028 roadmap.
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03 - CORPORATE GOVERNANCE REPORT 168 Lectra - 2025 Annual Financial Report Audit Committee → Membership Former membership (prior to April 25, 2025) Current membership (from April 25, 2025) Nathalie Rossiensky (Chairwoman) Independent Director Nathalie Rossiensky (Chairwoman) Lead Independent Director Ross McInnes Lead Independent Director Jérôme Viala Non-independent Director Jérôme Viala Non-independent Director Hélène Viot-Poirier (1) Independent Director Hélène Viot-Poirier(1) Independent Director Independence rate 75% 67% (1) Hélène Viot-Poirier is a member of the Audit Committee and Chairwoman of the Sustainability Committee, which facilitates the coordination of sustainability work between the Audit Committee and the Sustainability Committee and ensures that sustainability issues are addressed in financial communications. In accordance with the recommendations of Article 17.1 of the AFEP- MEDEF Code and Article 6.3 of the Internal Rules and Procedures, the Audit Committee comprises at least two-thirds Independent Directors, and may not include any executive o̹cers. To facilitate the coordination of works related to sustainability, at least one member of the Audit Committee shall also be a member of the Sustainability Committee. The Audit Committee is chaired by an independent Director and does not include the Chairman and Chief Executive O̹cer. Two members of the Audit Committee are independent Directors and one member is a non-independent Director. In accordance with the recommendations of Article 17.1 of the AFEP- MEDEF Code, all members of the Audit Committee are competent in financial or accounting matters, as a result of their academic qualifications and professional career (see their biographies above). In addition, under Article 14.2 of the AFEP-MEDEF Code, the members of the Audit Committee are provided, at the time of their appointment, with information relating to the Lectra group’s specific accounting, financial and operational features. → Missions As prescribed by law and as recommended by Article 17.2 of the AFEP-MEDEF Code, the mission of the Audit Committee is to: ■ review the financial statements, and in particular ensure the relevance and continuity of the Company’s accounting methods used to prepare the consolidated and parent company financial statements; oversee the process for preparing financial and sustainability information, including in digital format, and make recommendations to ensure the integrity of these processes; ■ review the scope of consolidation and, where appropriate, examine reasons for the exclusion of companies; ■ monitor the e̸ectiveness of internal control and risk management; ■ review significant risks and o̸-balance sheet liabilities, assess the importance of malfunctions or shortcomings brought to its attention, and inform the Board of Directors thereof where appropriate; ■ prior to meetings of the Board of Directors, review press releases and annual, half-year and quarterly financial announcements as well as reports to the Annual Shareholders’ Meeting; ■ scrutinize important transactions liable to give rise to conflicts of interest; ■ oversee the rules governing the independence and objectivity of the Statutory Auditors in charge of auditing financial and sustainability information, manage the procedure for their selection when their current term of o̹ce expires, and make its recommendation to the Board of Directors. To this end, the Audit Committee receives an annual report from the Statutory Auditors on the services related to the certification of the financial statements and sustainability information, together with fees paid by Group companies to members of their networks in respect of services not directly related to this mission; ■ approve the provision of services other than the certification of financial statements by the Statutory Auditors; ■ ensure that the Sustainability Committee oversees the process of preparing and reviewing sustainability information as well as the identification and management of social, societal and environmental risks. In particular, it ascertains the existence of appropriate systems and procedures, and compliance with legal and regulatory provisions, and examines the information communicated annually in the Sustainability Report accompanying the Management Discussion and Analysis; ■ formulate its recommendations and express its opinions to the Board of Directors. More generally, the Audit Committee may consider all questions brought to its attention and pertaining to the areas mentioned above. → Meetings The Audit Committee meets as often as the interests of the Company require, and at least four times a year prior to the meetings of the Board of Directors called to review the annual, half-year and quarterly financial statements. It systematically meets one or two days prior to the Board of Directors’ meeting in order to reduce the time between the closing of the financial statements and market disclosure. However, members of the Audit Committee and those of the Board of Directors are given su̹cient time for consideration, the relevant documents being communicated to them three to six days before their meetings. The Statutory Auditors, the Chairman and Chief Executive O̹cer, the Chief Financial O̹cer and the Secretary of the Board of Directors attend all of these meetings. The review of the financial statements is accompanied by a presentation by the Chief Financial O̹cer of the Company’s financial results, accounting methods chosen, exposure to risks, including social, environmental and societal risks, as well as significant o̸- balance sheet items. It also ensures that the Statutory Auditors present the key features and the accounting choices made, together with an account of their auditing work and observations, if any, including any reservations or observations they wish to make in their reports. The Audit Committee continuously oversees the preparation of the Company’s parent-company and consolidated accounts, internal audits and financial and sustainability reporting practices, together with the quality and fairness of the Company’s financial report. The Chief Financial O̹cer assists the Audit Committee in carrying out its duties, and the Audit Committee periodically reviews with him areas of potential risk that need to be brought to its attention or that require closer attention. The Audit Committee also works with the Chief Financial O̹cer in reviewing and approving guidelines for the work
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03 - CORPORATE GOVERNANCE REPORT 169 Lectra - 2025 Annual Financial Report program on management control and internal control for the year in progress. It reviews the annual budget prepared by the Executive Committee and the sales and earnings scenarios for the year, as well as their quarterly review, prior to their consideration by the Board of Directors. At its meeting held prior to the Board of Directors' meeting examining the files for the Annual Shareholders' Meeting, the Audit Committee reviews and makes recommendations on the Management Discussion and Analysis, the Sustainability Report and the Corporate Governance Report for the previous fiscal year, as well as any other reports required by law. The Audit Committee reports regularly to the Board of Directors on the performance of its duties, on the results of its certification of the financial statements and review of the sustainability information, the contribution of this mission to the integrity of financial and sustainability information, and the role of the Committee in this process. It informs the Board of Directors without delay of any di̹culties that may arise. The Audit Committee held seven meetings in 2025, including a joint meeting with the Sustainability Committee, with an attendance rate of 94%. → Work performed in 2025 The Audit Committee addressed, inter alia, the following matters in 2025: ■ the parent company and consolidated financial statements for fiscal year 2024, and the notes thereto; ■ the goodwill impairment tests at December 31, 2024 and changes between 2023 and 2024; ■ the deferred tax assets at December 31, 2024 and changes between 2023 and 2024; ■ the Group budget, the revenues and financial results scenarios for fiscal year 2025; ■ the reports to the Annual Shareholders’ Meeting of April 25, 2025; ■ review of the overall audits performed by the Statutory Auditors; ■ the agreements entered into in the ordinary course of business and related-party agreements entered into and/or continued during fiscal year 2024; ■ the half-year and quarterly consolidated financial statements and Management Discussions and Analyses for 2025; ■ the press releases; ■ the review of the risk mapping and the implementation of the internal audit function; ■ the appointment of Ernst & Young et Autres as Statutory Auditor in charge of certifying the financial statements; ■ the summary of the audit of the 2024 Sustainability Report; ■ the services provided by the Statutory Auditors, other than certification of the financial statements; ■ the Statutory Auditors' fees for the certification of the financial statements and the sustainability statement; ■ update of the information system and data security plan and examination of the actions put in place; ■ the internal audit plan for 2026; and ■ ongoing tax audits. In 2025, the Audit Committee did not identify any operation liable to give rise to a conflict of interest. In addition, it did not see fit to call upon outside experts. → Statutory Auditors The Audit Committee reviews and discusses with the Statutory Auditors the scope of their mandate and the budget for their fees in relation to their statutory audit and review of the sustainability information, and ensures that they provide a satisfactory level of control: the Group's major companies are audited annually, in most cases by local firms belonging to the networks of Statutory Auditors, and the major subsidiaries are subject to a limited review of their half- yearly financial statements. Once a year, the Audit Committee receives from the Statutory Auditors a report prepared exclusively for its attention on the findings of their audit of the parent company and consolidated financial statements, and of the Sustainability Report for the financial year ended, confirming the independence of their firms in accordance with applicable regulations. The Audit Committee annually reviews with the Statutory Auditors the risks to their independence. Given the size of the Group, it is not deemed necessary to envisage precautionary measures in order to attenuate these risks. The amount of the fees paid by the Company and its subsidiaries, and their share of total revenues of the audit firms and their networks, are not material and therefore not such as to impair the independence of the Statutory Auditors. The Audit Committee assures itself each year that the mission of the Statutory Auditors is exclusive of all other services unrelated to their legally mandated audit, and in particular exclusive of all legal, tax, IT, etc. consulting work performed either directly or indirectly for the benefit of the Company or its subsidiaries. However, additional work or work directly complementing the audit of the financial statements is performed at the Audit Committee’s recommendation; the corresponding fees are immaterial. In this respect, the Audit Committee put in place a charter setting forth the authority of the Chairman and Chief Executive O̹cer, and Chief Financial O̹cer regarding contracting for the provision of services with the Statutory Auditors and their networks. Adopted in October 2017, the charter was updated in October 2025. Sustainability Committee → Membership Membership (from April 28, 2023) Hélène Viot-Poirier (Chairwoman)(1) Independent Director Céline Abecassis-Moedas Independent Director Karine Calvet Independent Director Independence rate 100% (1) Hélène Viot-Poirier is Chairwoman of the Sustainability Committee and a member of the Audit Committee, which facilitates the coordination of sustainability work between the Audit Committee and the Sustainability Committee and ensures that sustainability issues are addressed in financial communications. In accordance with Article 6.4 of the Internal rules and procedures, the majority of the members of the Sustainability Committee are Independent Directors. It includes at least one Director who is also a member of the Audit Committee, and one Director who is also a member of the Compensation Committee, to facilitate the coordination of sustainability-related work. The Sustainability Committee is chaired by an Independent Director. Chaired by an Independent Director, the Sustainability Committee currently comprises three Independent Directors. → Missions The missions of the Sustainability Committee are to: ■ examine and propose to the Board of Directors the Group's strategic orientations in terms of sustainability, including climate awareness and cybersecurity, and ensure they are consistent with the Group's overall strategy and with stakeholders' expectations; ■ manage Sustainability reporting; ■ examine the associated action plans and monitor their implementation;
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03 - CORPORATE GOVERNANCE REPORT 170 Lectra - 2025 Annual Financial Report ■ examine the material issues listed in the double materiality matrix (impacts, risks and opportunities) of social, societal and environmental nature across the Group’s entire value chain; ■ review the Group's sustainability communications; ■ examine the draft versions of the Company's reports in relation with sustainability, and in particular the annual Sustainability Report, and ensure the preparation of all information required by the applicable regulations in this area, in consultation with the Audit Committee; and ■ formulate its recommendations and express its opinions to the Board of Directors. → Meetings The Sustainability Committee organizes its work as it sees fit. It meets as often as the interests of the Company demand and at least twice a year. The Sustainability Committee reports on its work to the Board of Directors at least once a year and whenever it wishes to present its recommendations. The Sustainability Committee met four times in 2025 with an attendance rate of 100%. The Chairman and Chief Executive O̹cer, the General Secretary and the Group’s Vice President Sustainability were invited to attend all meetings, and some members of the Executive Committee were associated with some of the Committee’s work that dealt with their respective areas. → Work performed in 2025 In 2025, the work of the Sustainability Committee focused on: ■ analysis of the 2024 Sustainability Report; ■ monitoring the sustainability action plan for 2024; ■ determination of sustainability objectives for 2025; ■ implementation of the code of ethics; ■ analysis of the new CSRD rules and climate issues; ■ review of the double materiality assessment; ■ review of the results of the "YourVoice" engagement survey of Group employees; and ■ deployment of The Lectra Way and other social initiatives of the 2025 sustainability roadmap. Compensation Committee → Membership Former membership (prior to April 25, 2025) Current membership (from April 25, 2025) Céline Abecassis-Moedas (Chairwoman) Independent Director Céline Abecassis-Moedas (Chairwoman) Independent Director Nathalie Rossiensky Independent Director Karine Calvet Independent Director Jérôme Viala Non-independent Director Jérôme Viala Non-independent Director Independence rate 67% 67% In accordance with Article 19.1 of the AFEP-MEDEF Code and Article 6.5 of Internal Rules and Procedures, the Compensation Committee is composed of a majority of independent Directors and cannot include any executive o̹cers. It includes at least one member of the Board of Directors who is also a member of the Sustainability Committee, in order to coordinate the work involved in determining the sustainability criteria to be included in the variable compensation of senior executives. The Compensation Committee is chaired by an Independent Director. The Compensation Committee is chaired by an independent member of the Board, excluding the Chairman and Chief Executive O̹cer, and currently consists of two Independent Directors and one Non- independent Director. According to Article 19.1 of the AFEP-MEDEF Code, it is recommended that an employee director be included on the Compensation Committee. However, insofar as the Company is not required to appoint directors representing employees or directors representing employee shareholders for the reasons set forth above, this recommendation does not apply. → Missions The missions of the Compensation Committee incorporate the recommendations of Article 19.2 of the AFEP-MEDEF Code and cover more subjects, in accordance with the Internal Rules and Procedures: ■ review, prior to meetings of the Board of Directors, a compensation policy for Directors, including the amount of the annual compensation package, to be submitted to the Shareholders’ Meeting for approval; ■ review, prior to meetings of the Board of Directors called to vote on these questions, a compensation policy for company o̹cers describing in particular the general principles, the amount of fixed and variable compensation, together with the corresponding annual targets serving to determine the variable portion thereof, and incorporating several sustainability-related criteria, including at least one linked to the Company's climate change mitigation targets, as well as any other compensation and benefit related items; ■ to assess the achievement of such targets and validate, at year- end closing, the actual amount corresponding to variable compensation earned during the fiscal year ended; ■ review the principles, criteria and the amount of fixed and variable compensation, the annual and/or multi-year objectives governing the calculation of the variable portion, together with additional benefits paid to members of the Executive Committee, as proposed by the Chairman and Chief Executive O̹cer; ■ review the fixed and variable compensation of all Group managers whose total annual compensation exceeds €250,000 or its equivalent in foreign currencies; ■ ensure the accuracy of the information on executive compensation included in the Corporate Governance Report and prepare the draft resolutions regarding compensation for company o̹cers to be submitted to the Shareholders’ Meeting for approval; ■ review, prior to the meeting of the Board of Directors voting on these questions, the details, rules and granting of the annual stock options plan, and make its recommendations; ■ review the Company policy on equal opportunities and equal pay, and make recommendations to the Board of Directors prior to annual discussion; ■ take cognizance annually of the Group’s human resources performance report, of its policies and of the corresponding plan for the current fiscal year; ■ to make any and all recommendations to the Board of Directors.
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03 - CORPORATE GOVERNANCE REPORT 171 Lectra - 2025 Annual Financial Report More generally, the Compensation Committee may consider any matter brought to its attention that falls within the scope of the above areas. → Meetings The Compensation Committee organizes its work as it sees fit. It meets as often as the interests of the Company demand and at least once before each meeting of the Board of Directors whenever the agenda provides for the setting of compensation and benefits for the Chairman and Chief Executive O̹cer, Directors or the granting of stock options, and reports on its recommendations to the Board of Directors. The Compensation Committee met five times in 2025 with an attendance rate of 100%. The Chairman and Chief Executive O̹cer was invited to attend all meetings of the Compensation Committee, it being specified that he was associated with the Committee’s work on the compensation policy applicable to the principal managers who are not company o̹cers, in accordance with Article 19.2 of the AFEP-MEDEF Code. The Chairman and Chief Executive O̹cer did not attend the Compensation Committee's discussions on topics relating to his own compensation. The General Secretary and the Senior Vice President Human Resources were also invited to participate in some of the proceedings and discussions of the Compensation Committee. → Work performed in 2025 The Compensation Committee addressed, inter alia, the following matters in 2025: ■ the compensation of Company o̹cers; ■ the compensation of the members of the Executive Committee and the senior Group managers; ■ the methods for calculating the criteria (including CSR criteria) determining the variable compensation of the Chairman and Chief Executive O̹cer, the members of the Executive Committee, and the senior Group managers; ■ the evolution of the compensation and shareholding policy for 2025; ■ the 2025 stock option plan; and ■ the Company’s policy for professional and pay equality. Nominations Committee → Membership Former membership (prior to April 25, 2025) Current membership (from April 25, 2025) Ross McInnes (Chairman) Lead Independent Director Céline Abecassis-Moedas (Chairwoman) Independent Director Nathalie Rossiensky Independent Director Nathalie Rossiensky Lead Independent Director Hélène Viot-Poirier Independent Director Hélène Viot-Poirier Independent Director Independence rate 100% 100% In accordance with Article 18.1 of the AFEP-MEDEF Code and Article 6.6 of Internal rules and procedures, the Nominations Committee is composed of a majority of Independent Directors, and does not include any Company O̹cers. The Nominations Committee only consists of Independent Directors. → Missions Under Article 18.2 of the AFEP-MEDEF Code, the mission of the Nominations Committee is to: ■ set out the diversity policy applied to Directors and lead the reflection process regarding the desired make-up of the Board of Directors and its Committees; ■ prepare and submit to the Board of Directors a succession plan for Company O̹cers, taking into account foreseeable retirements/ departures, particularly in light of age limits, but also in the event of an unforeseen vacancy, unless an ad hoc committee has been appointed by the Board.(45) The Chairman and Chief Executive O̹cer may be involved in the execution of this task; ■ make proposals to the Board of Directors regarding the nomination and the re-election of Independent Directors, in the framework of the selection procedure adopted by the Board of Directors.(46) To do so, it organizes the search and selection of future Independent Directors, conducts its own review of potential candidates before they are approached in any way, and gives a reasoned opinion on the candidates, after having thoroughly examined all relevant information, particularly in light of the desired make-up of the Board of Directors as well as the make-up and changes in the Company’s shareholding structure; ■ examine the independence status at the time of the nomination of a Director, and each year for all Directors, make recommendations to the Board of Directors; and ■ formulate its recommendations and express its opinions to the Board of Directors. → Meetings The Nominations Committee organizes its work as it sees fit. It meets following notice from its Chairperson whenever he/she or the Board of Directors considers it appropriate, and at least once a year. No member of the Nominations Committee may attend or participate in the deliberations of the Committee regarding his or her personal case. The Nominations Committee reports on its proceedings to the Board of Directors at least once a year. The Nominations Committee met three times in 2025 with an attendance rate of 100%. → Work performed in 2025 In 2025, the work of the Nominations Committee focused primarily on: ■ the desired evolution of the composition of the Board of Directors; ■ the renewal of the term of o̹ce of an independent Director and the recommendation to the Board of Directors for the appointment of a new independent Director; ■ the independence of current and future Directors, according to the criteria established by the AFEP-MEDEF Code; and ■ the selection of an external consultant charged with recruitment of an independent Director. (45) The task of drawing up a succession plan for the Chief Executive O̹cer was entrusted to an ad hoc Committee created on April 25, 2025 (for more details, see the next section). (46) The latest version of the Selection procedure is available on the Lectra website (https://www.lectra.com/en/investors/corporate-governance/bylaws-and-rules).
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03 - CORPORATE GOVERNANCE REPORT 172 Lectra - 2025 Annual Financial Report Ad hoc Committee in charge of succession planning for the Chief Executive O̹cer → Membership Current membership (from April 25, 2025) Pierre-Yves Roussel (Chairman)(1) Independent Director Céline Abecassis-Moedas Independent Director Jérôme Viala Non-independent Director Independence rate 67% In accordance with the decision of the Board of Directors of April 25, 2025, the ad hoc Committee in charge of the succession of the Chief Executive O̹cer is composed of a majority of independent Directors and chaired by an independent Director appointed by the Board of Directors. The Chairman and Chief Executive O̹cer is involved in the work to carry out the assignment and in particular attends the meetings of the ad hoc Committee as a permanent guest. However, at least one meeting per year is held in his absence. In addition, the Lead Director attends all ad hoc Committee meetings as a permanent guest. → Missions The ad hoc Committee is responsible for preparing the succession plan for Daniel Harari as Chief Executive O̹cer. → Meetings The ad hoc Committee meets following notice from its Chairperson whenever he/she or the Board of Directors considers it appropriate, and at least once a quarter. It reports on its work to the Board of Directors at least once a year and whenever it wishes to present its recommendations. The ad hoc Committee held two meetings in 2025, with an attendance rate of 100%. → Work In 2025, the ad hoc Committee reviewed the recruitment process, the candidate profile and defined the timetable for the work to be carried out between 2026 and 2028. 1.4.5. Lead Director Article 3.3 of the AFEP-MEDEF Code provides that, when the Board of Directors decides to confer special tasks upon a director, and in particular a Lead Director, those tasks and the resources and prerogatives to which they have access to must be described in the Internal Rules and Procedures of the Board of Directors. It is recommended that the Lead Director be independent. The position of Lead Director was created at the Board of Directors' meeting of February 9, 2017 and entrusted to Bernard Jourdan, independent Director, until the end of his term of o̹ce at the close of the Shareholders' Meeting of April 28, 2023. Ross McInnes(47), independent Director, then took on the role of Lead Director from April 28, 2023 until April 24, 2025, date of his departure. The position of Lead Director has been held by Nathalie Rossiensky since April 25, 2025. Article 1.3 of the Internal Rules and Procedures specifies that the Lead Director is entrusted with certain specific tasks: ■ to organize at their discretion, and at least once a year, the setting of the agenda and to chair meetings of the Non-executive Directors in the absence of the Chairman and Chief Executive O̹cer (executive sessions) and to report on this to the Chairman and Chief Executive O̹cer and the Board of Directors in full session, as appropriate; ■ to monitor and manage possible conflicts of interest in connection with the Company O̹cers and Directors; ■ to propose to the Chairman and Chief Executive O̹cer, if necessary, items for placing on the agenda of meetings of the Board of Directors; ■ to direct the annual evaluation of the Board of Directors; and ■ in the event the Chairman and Chief Executive O̹cer should be unable to do so, to convene and to chair meetings of the Board of Directors. The Lead Director may, if requested by shareholders, also be available to answer questions, in particular on corporate governance and strategy, in close coordination with the Chairman and Chief Executive O̹cer. He or she is assisted by the Secretary of the Board of Directors for the performance of administrative tasks arising from his/her role. The Lead Director reports to the Board of Directors on his/her duties at least once a year. → Lead Director’s Activity Report in 2025 During fiscal year 2025, among other duties, the Lead Director: ■ organized and chaired meetings of the Non-executive Directors, coordinated work relating to the various governance topics and the assessment of the performance of the Chairman and Chief Executive O̹cer; ■ led the annual evaluation of the functioning of the Board of Directors; and ■ oversaw the process to identify possible conflicts of interest within the Board of Directors, it being specified that no conflict of interest was identified in 2025. 1.4.6. Chairman and Chief Executive O̹cer’s succession plan Under Article 18.2.2 of the AFEP-MEDEF Code and Articles 2 and 6.6.1 of the Internal Rules and Procedures, the Board of Directors draws up and updates a succession plan for the Chairman and Chief Executive O̹cer, on the recommendation of the Nominations Committee or an ad hoc committee. With e̸ect from April 25, 2025, the Board of Directors set up an ad hoc Committee to oversee the succession of Daniel Harari as Chief Executive O̹cer. The ad hoc Committee met twice in 2025 to discuss the recruitment process for the Chief Executive O̹cer and the implementation timeline. In accordance with the recommendations of the French High Committee for Corporate Governance, this succession plan is intended to prepare not only for an untimely departure or demise of the Principal Company O̹cer, but also for a foreseeable departure in the next three years, in particular due to the age limitation. The Board of Directors has confirmed the appointment of Daniel Harari as Chairman and Chief Executive O̹cer until the 2028 Shareholders’ Meeting called to approve the financial statements for the year ending December 31, 2027. Daniel Harari has also informed the Board of Directors that he intends to stand for re-election as a Director for a further four-year term and serve as Chairman and Chief (47) At its meeting on February 12, 2025, the Board of Directors decided that following the departure of Ross McInnes on April 24, 2025, Nathalie Rossiensky (an independent Director) would assume the role of Lead Director (see press release of February 12, 2025).
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03 - CORPORATE GOVERNANCE REPORT 173 Lectra - 2025 Annual Financial Report Executive O̹cer until December 31, 2028 (to ensure proper execution of the 2026-2028 strategic roadmap), then to remain as Chairman of the Board of Directors from January 1, 2029. In the event of an untimely departure or demise, the Company has the requisite array of competencies to cope with a temporary absence of Daniel Harari, thanks in particular to the organization and smooth functioning of the Executive Committee and the Board of Directors. All the Board of Directors' members are su̹ciently familiar with Lectra’s strategic orientations, markets and practices to be able to identify, in the shortest possible time, suitable solutions to enable Lectra to continue its development.
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03 - CORPORATE GOVERNANCE REPORT 174 Lectra - 2025 Annual Financial Report 2. Compensation and benefits of Company O̹cers and Directors In accordance with legal and regulatory requirements, and the recommendations of the AFEP-MEDEF Code, this chapter describes (i) the compensation policy for company o̹cers of Lectra for fiscal year 2026 and subsequent years, (ii) the components of compensation paid or granted to them during fiscal year 2025, and (iii) changes in the compensation of the company o̹cers over the past five fiscal years in light of the changes in the compensation of employees and the Company’s economic performance. The compensation policy applied to the Company O̹cer (dirigeant mandataire social) and the information relating to his potential or actual compensation are also published on the Company’s website (https://www.lectra.com/en/investors) after the meeting of the Board of Directors held to approve them, as recommended in Article 27.1 of the AFEP-MEDEF Code. 2.1 Compensation policy for company o̹cers for 2026 The compensation policy applied to company o̹cers and Directors of Lectra is determined by the Board of Directors, on a proposal by the Compensation Committee, as provided under Article L. 22-10-8 of the French Commercial Code. The policy has two chapters: the compensation policy for the Chairman and Chief Executive O̹cer, the only Company Executive O̹cer (dirigeant mandataire social) of Lectra; and the compensation policy for the members of the Board of Directors. The two policies are subject to an annual binding ex-ante vote by the Shareholders’ Meeting, in separate resolutions. In the event of failure of the ex-ante vote, the compensation policy previously approved by the Shareholders’ Meeting would continue to apply. 2.1.1. Policy governing the compensation of the Chairman and Chief Executive O̹cer General Principles The compensation policy for the Chairman and Chief Executive O̹cer, adopted by the Board of Directors on February 26, 2026 for the 2026 fiscal year, incorporates the priorities of the 2026-2028 strategic roadmap. It focuses on profitable and sustainable growth, with performance criteria adjusted to strengthen the alignment between value creation, social responsibility and solidity of the Company's assets. The decision-making process for setting, reviewing and implementing the compensation policy, including measures to avoid or manage conflicts of interest and the role of the Compensation Committee, are discussed in detail in chapter 1, “Directors and Managing Bodies”, of this Report. In accordance with the recommendations of the AFEP-MEDEF Code, and in keeping with good governance practices, the Board of Directors ensures that the compensation policy is clear and transparent; consistent with the long-term strategy and the environment in which Lectra operates, with the Group’s challenges and objectives; and also that it is capable of incentivizing performance and competitiveness by the o̹cer. Furthermore, this policy reflects the experience, competencies and responsibilities of the Chairman and Chief Executive O̹cer; and takes into account the scope of the missions assigned to him. The compensation of the Chairman and Chief Executive O̹cer includes variable compensation that is intended to promote consistent implementation of strategy, year after year. The variable compensation of the Chairman and Chief Executive O̹cer is calculated on the basis of clear and complementary quantifiable criteria (to the exclusion of any qualitative criteria), expressed in terms of precisely-determined and predefined annual objectives reflecting the Company’s strategy of profitable and sustainable sales activity and earnings growth. In accordance with Article 26.3.2 of the AFEP- MEDEF Code, these quantifiable criteria are simple, relevant and suited to the Company’s strategy; and they account for the largest share of this variable compensation. The three criteria used to determine the variable compensation of the Chairman and Chief Executive O̹cer correspond to: ■ the Group’s two main performance criteria for the period covered by the 2026-2028 strategic roadmap; and ■ a sustainability criterion consisting of three indicators. The annual objectives are set in advance, at the start of the year for that fiscal year, by the Board of Directors based on a recommendation by the Compensation Committee. The Board of Directors, with support from the Compensation Committee, is responsible for ensuring that the rules for setting the variable portion of compensation each year are consistent and in line with the evaluation of Company O̹cers’ performance, with progress made in implementing the Group’s medium-term strategy, general macroeconomic conditions, and in particular those of the geographic markets and market sectors in which the Group operates. After the close of each fiscal year, the Compensation Committee verifies the annual application of these rules and the final amount of variable compensation, on the basis of the audited financial statements. The Board of Directors is also responsible for ensuring that the compensation policy for the Chairman and Chief Executive O̹cer is appropriate in light of the conditions of employee compensation at Lectra. The performance criteria applicable to the variable compensation of Group employees eligible for this type of compensation are accordingly aligned with those applicable to the Chairman and Chief Executive O̹cer. This compensation policy, whose structure and principles are aligned with the strategic objectives of the three-year roadmaps, has demonstrated its e̸ectiveness both in periods of challenge and during fiscal years marked by record performance. Structure of compensation The annual compensation of the Chairman and Chief Executive O̹cer comprises a fixed portion and a variable portion. The total annual amount of compensation, the ratio of the fixed to variable components, and the criteria for performance evaluation are established and regularly reexamined by the Board of Directors, without necessarily being revised each year. The compensation policy for the Chairman and Chief Executive O̹cer is subject to approval by the Shareholders’ Meeting each year. The compensation of the Chairman and Chief Executive O̹cer does not include any multiyear variable compensation, any extraordinary compensation, any form of bonuses, stock options, performance- based shares or other long-term component of compensation, or any
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03 - CORPORATE GOVERNANCE REPORT 175 Lectra - 2025 Annual Financial Report indemnity relating to the take-up or termination of his function, nor any supplementary retirement plan. The Chairman and Chief Executive O̹cer, in his capacity as Chairman of the Board of Directors and Director, also receives compensation allocated to the Directors detailed below. The only benefit accorded concerns the value of the use of a company car; the amount is set out for each fiscal year in the Board of Directors’ Corporate Governance Report. The Chairman and Chief Executive O̹cer has never combined his positions as Company O̹cer with an employment contract, is not entitled to any component of compensation, indemnity or benefit owed or liable to be owed to him in virtue of a termination or change of his functions, or under an additional pension benefits plan or any additional defined benefit pension plan, stock options or bonus shares. In accordance with the AFEP-MEDEF Code, the table below lists the existence or otherwise of an employment contract, supplementary pension scheme, indemnifications or benefits due or likely to become due as a result of termination or change of position, and indemnifications relating to a non-competition clause. ➞ Employment Contract/Directorship Daniel Harari, Chairman and Chief Executive O̹cer Start date of each term of o̹ce: ■ Chief Executive O̹cer (1991 Board of Directors)(48) ■ Director (Ordinary Shareholders’ Meeting of April 26, 2024)(49) End date of term of o̹ce as Director: Shareholders' Meeting of 2028 ■ Chairman of the Board of Directors (Board of Directors' meeting of April 26, 2024)(47) Contract of employment No Supplementary pension scheme No Indemnifications or benefits due or likely to become due as a result of termination or change of position No Indemnifications related to a non-competition clause No The compensation of the Chairman and Chief Executive O̹cer is paid in its entirety by the Company. He receives no compensation or particular benefit from companies controlled by Lectra within the meaning of Article L. 233-16 of the French Commercial Code. Lectra is not controlled by any company. Compensation of the Chairman and Chief Executive O̹cer in respect of fiscal year 2026 In accordance with the above-mentioned principals and subject to approval by the Shareholders’ Meeting of April 29, 2026, the Board of Directors, at its meeting on February 26, 2026, on a recommendation by the Compensation Committee, decided to: ■ maintain the total annual target-based compensation of the Chairman and Chief Executive O̹cer at €840,000 for fiscal year 2026; ■ maintain the fixed to variable compensation ratio for fiscal year 2026: the fixed and the variable parts of the compensation of the Chairman and Chief Executive O̹cer would each account for 50% of his total annual target-based compensation. ➞ Fixed compensation In accordance with the decision of the Board of Directors at its meeting on February 26, 2026, and subject to approval by the Shareholders’ Meeting of April 29, 2026, the fixed compensation of the Chairman and Chief Executive O̹cer for fiscal year 2026 would remain at €420,000. ➞ Variable compensation In accordance with the decision of the Board of Directors at its meeting on February 26, 2026, and subject to approval by the Shareholders’ Meeting of April 29, 2026, the target-based variable compensation of the Chairman and Chief Executive O̹cer for fiscal year 2026 would remain at €420,000. On the recommendation of the Compensation Committee, the Board of Directors of February 26, 2026 decided to change the performance criteria for 2026 in order to reflect the profitable and sustainable growth strategy. These criteria, which determine the variable compensation of the Chairman and Chief Executive O̹cer, are now aligned with the objectives of the 2026-2028 strategic roadmap ("Strategic Scorecard"). The Board of Directors decided to rebalance the strategic criteria, with the introduction of SaaS ARR as a new indicator, as well as a strengthening of sustainability criteria. In 2026, these sustainability criteria are integrated directly into the Strategic Scorecard, and no longer occur in the form of bonuses and penalties as in 2025. The weightings break down as follows: 1. 40%: EBITDA before non-recurring items (as in 2025); 2. 40%: SaaS ARR(51); 3. 20%: sustainability criterion – assessed using three indicators whose respective weights of 40%, 40% and 20% are identical to 2025: progress in non-financial ratings (EcoVadis and EthiFinance), progress in the team engagement rate, and progress of the climate transition plan. The achievement target for each of the three criteria listed above is specified in advance but is not made public for reasons of confidentiality. For each of these criteria, the variable compensation is equal to zero below specified thresholds, equal to 100% if the annual objectives are achieved, and capped at 200% if the annual objectives are exceeded. Between these thresholds, it is calculated on a straight-line basis. These results are then weighted by the relative weight of each criterion. The annual achievement targets for the Strategic Scorecard and the corresponding thresholds are reviewed each year in light of the Group's objectives for the year. The variable compensation is accordingly equal to 0% if none of the thresholds is met and is capped at 200% of the target-based variable amount if the annual objectives are exceeded for all the criteria and cause each to be capped at 200%. As variable compensation accounts for 50% of the total annual target-based compensation, the actual total compensation can therefore vary, depending on performance, between 50% and 150% of the target-based amount. Certain criteria and objectives also apply to certain members of the Executive Committee. The weighting of each criterion and the relative portion of the variable compensation based on objectives achieved are set specifically for each of the persons concerned and are adapted to their functions and objectives. Their variable compensation thus ranges from 20% to 30% of total target-based compensation depending on the member of the Executive Committee. These criteria also apply to certain managers reporting to them, with the same specific features. Under Article L. 22-10-8, III of the French Commercial Code (Code de commerce), the Board of Directors may, on the recommendation of the Compensation Committee, temporarily derogate from the compensation policy for the Chairman and Chief Executive O̹cer in (48) It is specified that from 1991 to 2002, Daniel Harari served as Chairman and Chief Executive O̹cer of Lectra. (49) Last renewal date. (51) Definition of ARR given in note 2.27 to the consolidated financial statements (chapter 4 of this report)
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03 - CORPORATE GOVERNANCE REPORT 176 Lectra - 2025 Annual Financial Report exceptional circumstances and insofar as the changes made are in the Company’s interest and necessary to ensure the Company’s continuity or viability. The compensation component for which such derogation is permitted by the Board of Directors is the annual variable compensation. Such derogation would consist in a change to one or several performance criteria and annual targets mentioned above, inter alia the upward or downward adjustment of one or more of the parameters for those criteria or targets, (e.g. weighting, threshold performance level, or basis for calculation), in the event of exceptional circumstances arising inter alia from a significant change in the Group’s scope of consolidation following the acquisition, the creation or the discontinuation of a business of material importance, or a major change in strategy or major event a̸ecting the Group’s markets and/ or business sector. Modification of these criteria and targets by the Board of Directors could thus take into account changes in the Group’s scope of consolidation following an exceptional external growth operation, if the situation of the Company and Group were to so warrant. Any such modification would be implemented strictly and ensure that the actual performance of the Group and of the Chairman and Chief Executive O̹cer continues to be reflected. It would be implemented strictly, clearly explained and made public, with the Company providing specific information to justify the derogation in light of its situation, the reasons such derogation is required, and its alignment with the shareholders’ interests. Under no circumstances may the amount of the target-based variable compensation or the maximum variable compensation be modified. Payment of the variable compensation would in all cases continue to be subject to approval by the shareholders. ➞ Draft resolution submitted to the Shareholders’ Meeting “Eleventh resolution: approval of the policy governing the compensation of Daniel Harari, Chairman and Chief Executive O̹cer, in respect of fiscal year 2026 The Shareholders’ Meeting, voting on the quorum and majority conditions for ordinary shareholders’ meetings, and having reviewed the Corporate Governance Report prepared in compliance with the provisions of Article L. 22-10-8 of the French Commercial Code (Code de commerce), approves the policy governing the compensation of the Chairman and Chief Executive O̹cer, proposed in respect of fiscal year 2025, as described in chapter 2.1.1 of the Corporate Governance Report.” 2.1.2. Policy governing the compensation of the Directors Under Article L. 225-45 of the French Commercial Code, the maximum annual amount of Directors’ compensation is voted by the Ordinary Shareholders’ Meeting; its apportionment is decided annually by the Board of Directors, on the recommendation of the Compensation Committee, in keeping with the compensation policy. Global annual compensation package The maximum global annual amount allocated to the Directors as compensation for their duties was set at €480,000 by the Shareholders’ Meeting of April 29, 2022. To take into account the increase in the number of Directors and the number of meetings of certain Specialized Committees, it will be proposed to the Annual Shareholders’ Meeting of April 29, 2026 to increase the global annual compensation package to €570,000 until further decision. Apportionment On a recommendation of the Compensation Committee, on February 11, 2026 the Board of Directors revised the method for apportioning the global annual compensation package among the Directors. The method ensures a fair distribution that is consistent with best practices and takes into consideration the e̸ective participation in the meetings of the Board of Directors and the Specialized Committees and each Director’s responsibilities. It takes into account the membership of the Specialized Committees, the increased number of meetings and increased work, and the corresponding greater responsibility of the Chairpersons of the Specialized Committees. The rules for apportionment of the maximum annual amount are as follows: ■ the compensation of each Director includes: - a fixed component, defined on the basis of the Director’s responsibilities (Chairperson of the Board of Directors and the specialized committees, position of Lead Director) and is calculated prorata temporis for Directors whose terms ended or began during the year; and - a predominant variable component representing approximately 60% of the annual compensation, which is allocated by the Board of Directors based on their e̸ective attendance at meetings of the Board of Directors and of the Specialized Committees; ■ individual annual compensation is capped at €75,000; ■ as the total individual annual compensation cannot exceed the total amount authorized by the Shareholders’ Meeting, the individual annual compensation amounts could be subject to a proportional reduction if a large number of extraordinary meetings were to be held during the year; ■ the method of participation (in person or by video-conference) is not taken into consideration, it being noted that all Directors are encouraged to attend all meetings in person, and that remote attendance must be authorized by the Chairman of the Board of Directors or by the Chairpersons of the relevant Specialized Committees; ■ no additional compensation is granted to non-resident Directors. The following table summarizes the applicable apportioning rules for a full year, if the Board of Directors and the Committees were to hold the number of meetings planned for 2026 at the date of this Report:
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03 - CORPORATE GOVERNANCE REPORT 177 Lectra - 2025 Annual Financial Report ➞ Rules of apportionment: theoretical amounts for 2026 Fixed component Variable component (per meeting) Maximum amount Board of Directors Total maximum amount for the Board of Directors(1) Chairman €30,000 €2,000 €44,000 Lead Director €24,000 €2,000 €38,000 Member €16,000 €2,000 €30,000 Specialized Committees Total maximum amount for each Specialized Committee(2) Strategic Committee Chairman €12,000 €2,000 €22,000 Member N/A €2,000 €10,000 Audit Committee Chairman €12,000 €2,000 €24,000 Member N/A €2,000 €12,000 Sustainability Committee Chairman €9,000 €1,500 €15,000 Member N/A €1,500 €6,000 Compensation Committee Chairman €3,000 €1,500 €9,000 Member N/A €1,500 €6,000 Nominations Committee Chairman €3,000 €1,500 €6,000 Member N/A €1,500 €4,500 Ad hoc Committee Chairman €6,000 €12,000 Member N/A €1,500 €6,000 Global annual compensation package (3) €570,000 Cap on individual annual compensation €75,000 (1) For example, based on 100% attendance and seven meetings scheduled in the year. (2) For example, based on 100% attendance and 26 meetings scheduled in the year (six meetings of the Audit Committee, five meetings of the Strategic Committee, four meetings of the Sustainability Committee, four meetings of the Compensation Committee, three meeting of the Nominations Committee and four meetings of the ad hoc Committee). (3) The proposed budget from 2026 takes into account the increase in the number of Directors and the number of meetings of most of the Specialized Committees. Directors other than the Chairman and Chief Executive O̹cer receive no other form of compensation from the Company or from any company in the Lectra group. The components of the compensation of the Chairman and Chief Executive O̹cer are set out in section 2.1.1. of this Report. Finally, it is specified that the Company may pay directly, or reimburse upon presentation of supporting documents, expenses incurred by Directors in connection with attendance at meetings of the Board of Directors and committees. ➞ Draft resolution submitted to the Shareholders’ Meeting “Twelfth resolution: approval of the policy governing the compensation of the Directors in respect of fiscal year 2026 The Shareholders’ Meeting, voting on the quorum and majority conditions for ordinary shareholders’ meetings, and having reviewed the Corporate Governance Report prepared in compliance with the provisions of Article L. 22-10-8 of the French Commercial Code, approves the policy governing the compensation of the Directors, proposed in respect of fiscal year 2025, as described in section 2.1.2 of the Corporate Governance Report.” 2.2 Components of compensation paid or granted to the company o̹cers in respect of fiscal year 2025 The components of compensation paid or granted to the company o̹cers in respect of fiscal year 2025, are determined in accordance with the compensation policy previously approved by the Shareholders’ Meeting. The information referred to in Article L. 22-10-9 (I) relating to the total compensation and benefits of all kinds, with a distinction between the fixed and variable components, paid or granted in respect of their position as company o̹cers during fiscal year 2025, and mentioning notably the proportion of fixed and variable compensation and the commitments undertaken by the Company due to commencement or termination of their position as company o̹cers, including retirement benefit obligations, must be the subject of an ex post vote by the Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2025. The amount of the fixed compensation paid and the amount of the variable compensation granted in respect of fiscal year 2025 to
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03 - CORPORATE GOVERNANCE REPORT 178 Lectra - 2025 Annual Financial Report Daniel Harari, in his capacity as Chairman and Chief Executive O̹cer, must be the subject of an ex post vote by the Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2025. In the event of failure of the ex post vote on the compensation paid or granted to the Chairman and Chief Executive O̹cer, no variable or exceptional components of compensation could be paid to him. In the event of failure of the ex post vote on the information presented in the Corporate Governance Report relating to compensation of company o̹cers in compliance with Article L. 22-10-9 of the French Commercial Code (Code de commerce), the Board of Directors would then submit a revised policy to the subsequent Shareholders’ Meeting. Payment of Directors’ compensation would be suspended until the vote at such subsequent Shareholders’ Meeting. In the event of a negative vote on the revised compensation policy proposal, the compensation would not be paid. 2.2.1. Compensation of the Chairman and Chief Executive O̹cer for fiscal year ending December 31, 2025 The elements of compensation and benefits paid or granted to Daniel Harari, Chairman and Chief Executive O̹cer, in respect of fiscal year 2025, and set out below, are consistent with the compensation policy, as determined by the Board of Directors during its meeting on February 27, 2025 and approved with a 94.80% vote at the Shareholders’ Meeting of April 25, 2025. Summary table of the elements of compensation paid or granted to Daniel Harari, Chairman and Chief Executive O̹cer of Lectra, in respect of fiscal year 2025, submitted for approval by the Annual Shareholders’ Meeting on April 29, 2026 Components of compensation Amount Comments Annual fixed compensation €420,000 (amount paid) On a recommendation by the Compensation Committee, the Board of Directors, at its meeting on February 27, 2025, decided to maintain at €420,000 the gross annual fixed compensation of Daniel Harari, in his capacity as Chairman and Chief Executive O̹cer, for fiscal year 2025. Daniel Harari therefore received gross compensation of €420,000 in respect of the period from January 1, 2025 to December 31, 2025. This compensation was paid on a monthly basis. Annual variable compensation €49,939 (subject to approval by the Shareholders’ Meeting of April 29, 2026) On a recommendation by the Compensation Committee, the Board of Directors, at its meeting on February 27, 2025, decided to maintain at €420,000 – subject to achieving objectives – the gross annual variable compensation of Daniel Harari, in his capacity as Chairman and Chief Executive O̹cer, for fiscal year 2025. Regarding fiscal year 2025, the Board of Directors, on a proposition from the Compensation Committee, decided, at its meeting on February 27, 2025, to set six performance criteria, three criteria for the Strategic Scorecard and three criteria for the Sustainability Scorecard, which are detailed below. The criteria for the Strategic Scorecard and weightings were set taking into account the 2023-2025 strategic roadmap and reflect the Company’s strategy of profitable sales activity and earnings growth. They are calculated excluding the variations in exchange rates. (i) EBITDA before non-recurring items (40%); (ii) the contribution value of the growth in commercial activity (30%); and (iii) the protection and growth of recurring contracts (30%). The Sustainability Scorecard criteria and weightings reflect the Group's objectives described in the 2024 Sustainability Report: (i) advancement in the rankings of specialist non-financial rating organizations (40%); (ii) the increase in the engagement rate of the teams (40%); (iii) the progress of the climate transition plan (20%). For each of the six criteria, the variable compensation is equal to zero below specified thresholds, equal to 100% if the annual objectives are achieved, and capped at 200% if the annual objectives are exceeded. Between these thresholds, it is calculated on a straight-line basis. These results are then weighted by the relative weight of each criterion. The result of the Sustainability Scorecard is then used as a bonus or penalty factor to adjust the results of the Strategic Scorecard criteria. Accordingly, if the result for the sustainability criteria is zero, the result for the Strategic Scorecard is multiplied by 75%. If the result is 200%, the result for the Strategic Scorecard is multiplied by 125% (but cannot exceed 200%). The variable compensation is accordingly equal to 0% if none of the thresholds is met and is capped at 200% of the target-based variable amount if the annual objectives are exceeded for all the criteria and cause each to be capped at 200%. The fixed compensation and the variable compensation for the Chairman and Chief Executive O̹cer each account for 50% of the total target-based compensation. The actual total compensation can therefore vary, depending on performance, between 50% and 150% of the annual target-based amount. In other words, variable compensation is between 0 and 200% of fixed
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03 - CORPORATE GOVERNANCE REPORT 179 Lectra - 2025 Annual Financial Report Components of compensation Amount Comments compensation. At its meeting on February 11, 2026, the Board of Directors, on a proposal by Compensation and Sustainability Committees, determined the degree to which the above performance criteria had been achieved for 2025: → Strategic Scorecard criteria: (i) 0.77% for EBITDA before non-recurring items; (ii) 35.76% for the contributive value of the growth in commercial activity; (iii) 0.00% for the protection and growth of recurring contracts. → Sustainability Scorecard criteria: (i) 190.00% for the advancement in the rankings of specialist non-financial rating organizations; (ii) 75% for the increase in the engagement rate of the teams; (iii) 125% for the progress of the climate transition plan. In total, the percentage obtained for the variable portion of Daniel Harari’s compensation represented 11.89% of the total amount set for achieving the annual performance objectives (19.33% in 2024), and his variable compensation in respect of fiscal year 2025 was therefore €49,939 (€81,167 in 2024). Multiyear variable compensation N/A Daniel Harari receives no multi-year variable compensation. Exceptional compensation N/A Daniel Harari receives no extraordinary compensation. Stock options, performance-related shares or other long-term benefits N/A Daniel Harari receives no stock options, performance-related shares or other long-term benefits. Compensation in his capacity as Director €52,000 In keeping with the rules for allocation of Directors’ compensation, as determined at its meeting on February 23, 2022, the Board of Directors, at its meeting on February 11, 2026, decided to allocate to Daniel Harari the amount of €52,000 in his capacity as Director in respect of the fiscal year ended December 31, 2025. Value of benefits in kind €8,010 The only benefit in kind corresponds to the tax value of the use of the company car, which amounted to €8,010 for the fiscal year ended December 31, 2025. Termination payment N/A No termination payment is planned for Daniel Harari. Indemnifications relating to a non-competition clause N/A There is no commitment to provide Daniel Harari with indemnification relating to a non-competition clause. Collective benefit schemes N/A Daniel Harari does not benefit from any collective benefit scheme. Supplementary pension scheme N/A Daniel Harari does not benefit from any supplementary pension scheme.
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03 - CORPORATE GOVERNANCE REPORT 180 Lectra - 2025 Annual Financial Report Achievement of variable annual compensation criteria of the Chairman and Chief Executive O̹cer Calculation of the variable compensation percentage achievement Quantitative performance criteria Weighting of criterion Minimum 0% Objective 100% Maximum 200% Percentage achieved Amount allocated STRATEGIC SCORECARD EBITDA before non-recurring items 40% Objective minus €29.5 million Objective Objective plus €14.7 million 0.77% Contributive value of growth in sales activity 30% 75% of the objective Objective 125% of the objective 35.76% Progress in recurring contracts 30% Objective minus €5 million Objective Objective plus €3 million 0.00% Sub-total Strategic Scorecard 100% 11.04% SUSTAINABILITY SCORECARD Progress in raising non- financial ratings by independent rating agencies, including 40% 190.00% ■ EcoVadis Objective minus 10 points Objective Objective plus 5 points ■ EthiFinance ESG Ratings Objective minus 10 points Objective Objective plus 5 points Progress in raising the employee engagement rate 40% Objective minus 8 points Objective Objective plus 4 points 75% Progress of the climate transition plan 20% 125.00% Sustainability Scorecard sub-total 100% 131.00% Bonus or penalty factor on the Sustainability Scorecard 107.75% Percentage achievement and amount of variable compensation 100% 11.89% €49,939
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03 - CORPORATE GOVERNANCE REPORT 181 Lectra - 2025 Annual Financial Report Summary of the Chairman and Chief Executive O̹cer’s compensation in respect of 2025 Following the recommendations in Article 27 of the AFEP-MEDEF Code, the table below presents the fixed and variable compensation (gross amounts before social contribution deductions) assuming fulfilment of annual targets and the actual compensation e̸ectively earned, in respect of the fiscal year ended December 31, 2025: → Table summarizing the fixed and variable annual compensation of the Chairman and Chief Executive O̹cer Daniel Harari, Chairman and Chief Executive O̹cer 2025 2024 (in euros) Compensation assuming fulfilment of annual targets Actual compensation earned in respect of the fiscal year % Actual compensation/ Compensation assuming fulfilment of annual targets Compensation assuming fulfilment of annual targets Actual compensation earned in respect of the fiscal year % Actual compensation/ Compensation assuming fulfilment of annual targets Fixed compensation 420,000 420,000 100% 420,000 420,000 100% Variable compensation 420,000 49,939 12% 420,000 81,167 19% Total 840,000 469,939 56% 840,000 501,167 60% The table below shows fixed and variable compensation (gross amounts before deduction of social contributions), benefits in kind, and compensation in his capacity as Director due in respect of fiscal year ended December 31, 2024 and amounts actually paid in the year: → Table summarizing the compensation of the Chairman and Chief Executive O̹cer Daniel Harari, Chairman and Chief Executive O̹cer 2025 2024 (in euros) Amounts earned in respect of the fiscal year Amounts paid in the year Amounts earned in respect of the fiscal year Amounts paid in the year Fixed compensation 420,000 420,000 420,000 420,000 Variable compensation(1) 49,939 81,186 81,167 119,448 Extraordinary compensation N/A N/A N/A N/A Compensation in his capacity as Director 52,000 52,000 52,000 53,000 Benefits in kind(2) 8,010 8,010 8,876 8,876 Total 529,949 561,196 562,043 601,324 (1) A non-material di̸erence of €19 between the amount of variable compensation due in respect of 2024 and the amount actually paid is due to a rounding error and will be adjusted using the variable compensation paid in 2026. (2) Amounts shown under benefits in kind correspond to the value of the use of a company car. Draft resolution submitted to the Shareholders’ Meeting “Sixth resolution: approval of the fixed and variable components making up the total compensation and benefits paid or granted in respect of the fiscal year ended December 31, 2025 to Daniel Harari, Chairman and Chief Executive O̹cer The Shareholders’ Meeting, voting on the quorum and majority conditions for Ordinary Shareholders' Meeting, and having reviewed the Report of the Board of Directors prepared in compliance with the provisions of Article L. 22-10-34 of the French Commercial Code (Code de commerce) and consulted in application of this provision, approves the fixed and variable components making up the total compensation and benefits paid or granted in respect of the fiscal year ended December 31, 2025 to Daniel Harari in his capacity as Chairman and Chief Executive O̹cer of the Company, as described in section 2.2.1 of the Corporate Governance Report.” 2.2.2. Directors' compensation in respect of fiscal year 2025 Directors' compensation in respect of fiscal year 2025, is consistent with the compensation policy, which was set by the Board of Directors at its meeting on February 23, 2022, then confirmed on February 23, 2023, February 28, 2024 and February 26, 2025, and approved by a 99.84% vote at the Shareholders’ Meeting of April 25, 2025. In accordance with the decision of the Annual Shareholders’ Meeting of April 29, 2022, the maximum amount of compensation is set at €480,000 starting in fiscal year 2022 and until a new decision is made. In respect of fiscal year 2025, a total gross amount of €425,122 was granted as compensation for the members of the Board of Directors, it being specified that the compensation amounts, as set out in the table below, will be paid to the Directors after the Annual Shareholders’ Meeting of April 29, 2026. The rules for apportionment, which have been applied to determine each Director’s compensation for fiscal year 2025, are set out in section 2.1.2 of this Report. It is specified that: ■ the Directors, other than the Chairman and Chief Executive O̹cer, have received no other form of compensation from the Company or from any company in the Lectra group; the detail of the compensation due or paid to the Chairman and Chief Executive O̹cer is set out in section 2.2.1.of this Report; ■ the Directors benefited from the direct payment by the Company or reimbursement, on the basis of receipts, of expenses incurred for attending the meetings of the Board of Directors and the Specialized Committees.
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03 - CORPORATE GOVERNANCE REPORT 182 Lectra - 2025 Annual Financial Report → Table on the compensation of the Directors Compensation in respect to 2025(1) (in euros) Compensation in respect of 2024(1) (in euros) Fixed portion Variable portion Total amount Fixed portion Variable portion Total amount Directors in o̹ce Daniel Harari, Chairman and Chief Executive O̹cer (2) 30,000 22,000 52,000 28,000 24,000 52,000 Nathalie Rossiensky(3) Lead Independent Director 33,500 41,500 75,000 20,000 45,000 65,000 Céline Abecassis-Moedas Independent Director 21,063 43,000 64,063 18,000 39,000 57,000 Karine Calvet Independent Director 16,000 29,000 45,000 15,000 33,000 48,000 Pierre-Yves Roussel Independent Director 20,126 23,000 43,126 15,000 22,000 37,000 Jérôme Viala Non-independent Director 16,000 43,000 59,000 10,205 24,000 34,205 Hélène Viot-Poirier Independent Director 25,000 43,000 68,000 18,000 46,000 64,000 Directors whose terms of o̹ce have ended Jean Marie Canan (4) (Non-independent Director) - - - 4 713 16,500 21,213 Ross McInnes(5) Independent Director 8,433 10,500 18,933 23,000 39,000 62,000 Total 170,122 255,000 425,122 151,918 288,500 440,418 (1) Gross amounts (2) This is the compensation allocated to Daniel Harari in his capacity as Director and Chairman of the Board of Directors. Compensation paid or earned in his capacity as Chief Executive O̹cer is set out in section 2.2.1 of this Report. (3) The compensation as Lead Director for the 2025 fiscal year is for the period from April 25, 2025, as the term of o̹ce as Director of Ross McInnes expired at the close of the Board of Directors' meeting of April 24, 2025. (4) Compensation for fiscal year 2024 is for the period from January 1, 2024 to April 24, 2024, Jean Marie Canan’s term of o̹ce as Director having ended at the close of the Board of Directors' meeting of April 24, 2024. (5) Compensation for the 2025 fiscal year is for the period from January 1 to April 24, 2025, as Ross McInnes ended his duties on April 24, 2025. 2.3 Yearly evolution of the Chairman and Chief Executive O̹cer’s compensation over the past five years Pursuant to Article L. 22-10-9 of the French Commercial Code (Code de commerce), set out in the tables below are: ■ the equity ratios between the level of compensation of the Chairman and Chief Executive O̹cer and the average and median compensations of the Company’s employees, as well as the evolution of these equity ratios over the past five fiscal years; and ■ the yearly evolution of compensation of the Chairman and Chief Executive O̹cer, Lectra performance, average and median compensation of employees over the past five years. As a reminder, Daniel Harari has served as Chairman and Chief Executive O̹cer since July 27, 2017, when the Board of Directors decided to combine the roles of Chairman and Chief Executive O̹cer. The Company’s method for calculating the pay equity ratios was established with reference to the AFEP guidelines for compensation ratios published January 28, 2020 and revised in February 2021, it being specified that: ■ the scope used for calculating the equity ratios and compensation is that of the Group's parent company, which includes 91.15% of the workforce in France; ■ the compensation used for calculating the ratios corresponds to total compensation paid to the Chairman and Chief Executive O̹cer and the Company’s employees on a full-time equivalent basis in each fiscal year; ■ the employees taken into account to calculate the denominator are employees continuously present in the Company's workforce between January 1 N-1 and December 31 of the relevant year, whether on permanent contracts, fixed-term contracts and work- study contracts, but not expatriates and interns; ■ the compensation of the Chairman and Chief Executive O̹cer and employees of the Company comprises the aggregate annual gross amounts, subject to social security contributions, which include: - fixed compensation; - variable compensation paid during the relevant fiscal year in respect of the previous fiscal year; - various bonuses paid during the relevant year; - benefits in kind; - severance payments; - sums paid into the PERCO from time savings accounts; - miscellaneous compensation (e.g. in respect of a directorship); - amounts paid, invested or contributed to under the profit- sharing plan and the collective employee incentive plan; and - the value of stock options in accordance with IFRS standards. This excludes indemnities or benefits in respect of retirement, dismissal, expiry of fixed-term employment contract and negotiated termination.
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03 - CORPORATE GOVERNANCE REPORT 183 Lectra - 2025 Annual Financial Report ➞ Yearly change in compensation of the Chairman and Chief Executive O̹cer, Company performance, average and median compensation of the Company's employees, and pay equity ratios 2025 2024 2023 2022 2021 Change in compensation paid to the Chairman and Chief Executive O̹cer (in % and in euros) -6.7% €561,196 -22.9% €601,325 -35.1% €779,652 144.5% €1,200,643 -28.4% €490,964 Information on the listed parent Company scope Change in the average compensation of employees, full-time equivalent (in % and in euros) 1.1% €62,027 -2.6% €61,333 4.2% €63,000 8.8% €60,486 4.7% €55,610 Average ratio and its evolution 9 -7.7% 10 -20.8% 12 -37.7% 20 124.8% 9 -31.6% Change in the median compensation of full-time equivalent employees (in % and in euros)(1) -0.6% €55,269 -1.0% €55,596 5.8% €56,152 7.1% €53,075 11.0% €49,537 Median ratio and its evolution(1) 10 -6.1% 11 -22.1% 14 -38.6% 23 128.2% 10 -35.5% Additional information on the broader scope N/A N/A N/A N/A N/A Group performance Performance coe̹cient (2) for fiscal year N-1 used to determine the variable portion of company o̹cers' compensation 19% 28% 76% 195% 13% EBITDA before non-recurring items (in millions of euros) 79.7 91.1 79.0 98.4 65.1 Change in EBITDA before non-recurring items -12.5% 15.3% -19.7% 51.1% (1) A methodological error was identified in the ratios published in previous years: the median compensation of employees was calculated without taking into account full- time equivalents. Data have been recalculated and corrected for years N-4 to N. In accordance with the provisions of Article L. 225-37-3 of the French Commercial Code (Code de commerce) (amended by Article 187 of the PACTE law) and to ensure comparability of the data, the calculation of the median has been revised using the compensation of employees on a full-time equivalent basis for each of the last five fiscal years presented. The new values and the five-year change are shown in this table. The correction led to a decrease in the median ratio. (2) This measures the percentage achievement of performance criteria that determines the annual variable compensation of the Chairman and Chief Executive O̹cer. The criteria are established and reviewed by the Board of Directors in light of the strategic roadmap. These criteria reflect the strategy of profitable sales activity and the annual percentage achievement measures Lectra's results for that year. Comparing percentage achievement in di̸erent years would not therefore be relevant, in that the indicators already relate to the achievement of performance targets in the year in question. The same criteria also apply to the members of the Executive Committee (excluding region leaders), and to certain managers in the Group, it being specified that there are di̸erences in the weighting given to each criterion and the relative share of their target-based variable compensation. It is specified that the coe̹cient indicated for year N corresponds to the percentage achievement of criteria for year N-1 in order to align it with the impact of payment of the variable component in year N+1. ➞ Draft resolution submitted to the Shareholders’ Meeting “Fifth resolution: approval of the information relating to the compensation of the company o̹cers in respect of fiscal year ended December 31, 2025 The Shareholders’ Meeting, voting on the quorum and majority conditions for Ordinary Shareholders' Meetings, and having reviewed the Corporate Governance Report prepared in compliance with the provisions of Article L. 22-10-34 of the French Commercial Code (Code de commerce), approves the information mentioned in Article L. 22-10-9 of the French Commercial Code (Code de commerce) relating to the compensation of the company o̹cers in respect of the fiscal year ended on December 31, 2025, as described in sections 2.2 and 2.3 of the Corporate Governance Report.” 3. Market abuse prevention measures In accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (the Market Abuse Regulation, MAR), recently modified by the Listing Act of November 14, 2024, the Board of Directors has adopted an internal insider trading prevention policy intended (i) to formalize the measures taken by the Company to prevent insider trading and the disclosure of privileged information; and (ii) to restate the legal and regulatory provisions governing transactions in Lectra securities by o̹cers and senior executives, the obligations of confidentiality and abstention from trading imposed on insiders, and the administrative and penal sanctions incurred for failure to comply with them. The information on this policy is made available to the company o̹cers and Lectra employees, as well as to other insiders. The Board of Directors ensures that it is applied properly within the Group and updates it as required; the most recent update was October 30, 2024. In compliance with Article 18 of the Market Abuse Regulation, as supplemented by the AMF guide to ongoing information and the management of privileged information No. 2016-08 of October 26, 2016, as modified on April 29, 2021, the Company: ■ draws up, in an electronic format, a list of all persons, internally and externally, who have access to inside information; ■ promptly updates the insider list (including the date and time of the update) in the following circumstances: - where there is a change in the reason for including a person already on the insider list; - where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and - where a person ceases to have access to inside information. ■ provides this insider list as soon as possible by electronic means to the AMF at the latter’s request;
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03 - CORPORATE GOVERNANCE REPORT 184 Lectra - 2025 Annual Financial Report ■ retains the insider list and previous versions of it for a period of at least five years after it is drawn up or updated; and ■ takes all reasonable steps to ensure that any person included in the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. The Company’s General Secretary is the referent person for all matters pertaining to the General Regulation of the AMF concerning the drawing up of lists of insiders. Her duties include adapting the guidelines published by Association Nationale des Sociétés par Actions (National Association of Joint-Stock Companies, ANSA) on the treatment of privileged information by issuers and drawing up the guide to procedures specific to the Company, preparing and maintaining up-to-date lists of permanent and occasional insiders, and notifying them individually in writing, accompanied by a memorandum spelling out these procedures. In keeping with the Insider trading prevention policy, it is prohibited for all persons identified by the Company as permanent insiders or persons with regular access to privileged information, to buy or sell the Company’s shares (including through the exercise of stock options) during the period (called “blackout periods”) starting thirty calendar days before publication of annual, half-year and quarterly financial results and expiring two stock market trading days after this publication. These restrictions are consequently stricter than the obligation to abstain during the closed periods provided for in regulations. The calendar of blackout periods in the coming fiscal year is notified to all those people concerned at the end of each year. The exercise of stock options during blackout periods is prohibited, even if the beneficiary were to hold any resulting shares until the expiration of the period. However, as permitted under Article 19.12 of the Market Abuse Regulation, the Company may authorize a person discharging managerial responsibility to undertake such transactions: ■ on a case-by-case basis due to the existence of exceptional circumstances, such as severe financial di̹culty, which require the immediate sale of shares; ■ either because of the specificities of the transaction concerned, in the case of transactions carried out within the framework of, or relating to, a shareholding scheme or employee savings plan, the completion of formalities; ■ the exercise of rights attached to the shares, or transactions that do not involve a change in the holding of the security concerned. In accordance with the Market Abuse Regulation, Article L. 621-18-2 of the French Monetary and Financial Code and Article 223-22 A of the General Regulation of the AMF, transactions in Lectra securities carried out by any of the following three categories of persons must be notified to the AMF by electronic means and to the Company within three business days of the transaction date: ■ Senior executives of the Company (Directors and the Chairman and Chief Executive O̹cer); ■ Senior executives, in the list established and kept up to date by the Board of Directors; ■ Persons with close personal ties to the two preceding categories. 4. Procedures relative to the preparation and processing of accounting and financial information. In addition to the risk management framework described in section 3 of the Management Discussion and Analysis, the Group has implemented precise procedures for the preparation and control of accounting and financial information, mainly reporting, budget procedures, and procedures for the preparation and verification of the consolidated financial statements. Their purpose is to ensure the quality of accounting and financial information communicated to the Executive Committee, management teams, the Audit Committee, the Board of Directors, and to the shareholders and the financial markets. The Finance Department regularly identifies risks that could a̸ect the compilation, the processing and the quality of accounting and financial information. It communicates continuously with the Group’s Finance Departments to ensure that these risks are managed. This analysis is additional to the procedures described below to reduce the risks of error in the accounting and financial information published by the Company. 4.1 Reporting and budget procedures The Group produces comprehensive, detailed financial reporting covering all aspects of the activities of each division. Reporting procedures are based primarily on the budgetary control system put in place. The annual budget is prepared centrally by the Group Finance Department management control teams. This detailed, comprehensive process includes setting the budgetary targets of each region and Group unit, together with indicators specific to each activity. It permits rapid identification of any deviation in actual of forecast results, and thereby minimizes the risk of error in the financial information produced. 4.2 Financial statements preparation and verification procedures ➞ Monthly financial results The actual results of each Group entity are verified and analyzed monthly, and new forecasts for the current quarter are consolidated. Each deviation is identified and analyzed in detail in order to determine its causes, verify that procedures have been respected and financial information properly prepared. ➞ Quarterly Consolidation Financial statements (statement of financial position, income statement, statement of cash flows, and statement of changes in equity) are consolidated on a quarterly basis. The process of preparing the consolidated financial statements comprises a large number of controls to ensure the quality of the information communicated by each of the companies and of the consolidation process itself. All Group subsidiaries employ the same standard consolidation reporting package for this purpose. Actual results are compared with forecasts received previously in the monthly reporting procedure. Upon completion of the consolidation process, variances from forecasts for items in the income statement, statement of financial position and statement of cash flows are analyzed. The resulting financial statements are reviewed by the Chairman and Chief Executive O̹cer, the General Secretary and the Chief Financial O̹cer, in the course of preparing the work of the Board of Directors, and then submitted to the Audit Committee, before being reviewed and validated by the Board of Directors and published by the Company.
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03 - CORPORATE GOVERNANCE REPORT 185 Lectra - 2025 Annual Financial Report 5. Related-party agreements and agreements entered into in the ordinary course of business 5.1 Procedure for evaluation and control of related-party agreements and agreements entered into in the ordinary course of business Pursuant to Article L. 22-10-12 of the French Commercial Code (Code de commerce) and AMF Recommendation No. 2012-05 of July 2, 2012, as amended on April 29, 2021, the Board of Directors, at its meeting on July 27, 2020, adopted an internal charter on related- party agreements and agreements entered into in the ordinary course of business (the “Charter”). This Charter, for the use of employees of the Lectra group and the members of the Board of Directors, aims: ■ to formalize the methodology applied internally to identify and characterize the agreements entered into between Lectra and related parties; ■ to restate the regulatory framework applicable to related-party agreements; ■ to describe the procedure for regular evaluation of agreements entered into in the ordinary course of business. The Charter takes into account, inter alia, the February 2014 study by Compagnie Nationale des Commissaires aux Comptes on related- party agreements and agreements entered into in the ordinary course of business. All agreements that could potentially be considered related-party agreements for the Company are submitted, prior to conclusion, to the Finance Department and the Legal Department, which examine its characterization with the third parties concerned. Any conclusion, modification, renewal (including by tacit renewal) or cancelation of a related-party agreement is submitted to examination by the Audit Committee, and then to prior approval by the Board of Directors. Furthermore, each year, at its meeting called for the closing of the annual financial statements, the Board of Directors examines all related-party agreements authorized in previous years. In this respect, it can reclassify any agreement when it is no longer considered a related-party agreement. As it regards the monitoring of agreements entered into in the ordinary course of business that are exempt from the ex-ante legal control procedure, a report on agreements considered to be entered into in the ordinary course of business and concluded under normal conditions that were in force during the fiscal year ended, which is prepared by the Finance Department in collaboration with the Legal Department, is sent to the Audit Committee called upon to examine the financial statements for the fiscal year. The Audit Committee's role is to verify that these agreements meet the conditions to be classified as agreements entered into in the ordinary course of business. The Board of Directors is then called upon to confirm the classification. The Board of Directors may also decide to modify the classification criteria, and, if required, to reexamine any agreements which, at the time of the review, do not or no longer meet the new criteria. Persons with a direct or indirect interest in any agreement do not participate in evaluating that agreement (whether in the Audit Committee or the Board of Directors). The internal Charter on related-party agreements and agreements entered into in the ordinary course of business can be consulted on the Lectra website (https://www.lectra.com/en/investors/ corporate-governance/bylaws-and-rules). 5.2 Agreements entered into in the ordinary course of business Pursuant to Article L. 22-10-12 of the French Commercial Code (Code de commerce), and the internal Charter on related-party agreements and agreements entered into in the ordinary course of business, the Board of Directors at its meeting on February 11, 2026 conducted the annual review of agreements entered into in the ordinary course of business and under normal terms and conditions that were implemented or continued in e̸ect in fiscal year 2025. After having assessed the terms and conditions of each of these agreements, the Board of Directors noted that (i) to date, there are no ordinary agreements other than those entered into between the Company and its subsidiaries, and (ii) all existing agreements between the Company and its subsidiaries are made in the ordinary course of business in relation to the corporate purpose of the companies concerned and are entered into under normal terms and conditions. 5.3 Related-party agreements and commitments No related-party agreements within the meaning of Article L. 225-38 of the French Commercial Code (Code de commerce) were entered into during the fiscal year ended December 31, 2025. It is also specified, in accordance with Article L. 225-37-4 of the French Commercial Code (Code de commerce), that to the Company’s knowledge there are no agreements, other than those relating to ordinary transactions entered into under normal terms and conditions, whether directly or through an intermediary, between a company o̹cer or a shareholder with over 10% of the Company’s voting rights, on the one hand, and another company controlled by the Company within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce), on the other hand.
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03 - CORPORATE GOVERNANCE REPORT 186 Lectra - 2025 Annual Financial Report 6. Financial authorizations and delegations All financial authorizations and delegations in e̸ect during fiscal year 2025, and, where applicable, utilizations thereof at December 31, 2025, are reported in the summary table below. Summary table of financial authorizations and delegations in e̸ect during fiscal year 2025 and their utilization Nature of authority/delegation Date of Shareholders' Meeting (resolution number) Duration (expiry date) Maximum amount Utilization Authority to grant stock options(1) Shareholders' Meeting of April 29, 2022 (resolution no.13) 38 months (June 28, 2025) Maximum number of options: 1,200,000 Authorized amount of share capital increase: €1,200,000 Utilization at Dec. 31, 2025(2): 1,081,392 Options remaining at Dec. 31, 2025: 0 (1) The Shareholders’ Meeting of April 29, 2022, authorized the issuance of up to 1,200,000 shares with a par value of €1.00. The maximum amount and the amounts utilized are indicated in par value of shares. (2) For details on granting of stock options, see section 9.5 of the Management Discussion and Analysis. 7. Attendance at shareholders' meetings 7.1 Conditions for participation at Shareholders’ Meetings The right of attendance at shareholders’ meetings, to vote by correspondence or to be represented, is subject to the following conditions: ■ for registered shareholders: shares must be registered in their name or in the name of an authorized intermediary in the company register, which is maintained by Société Générale in its capacity as bookkeeper and Company agent, at zero hour, Paris time, on the fifth working day preceding the day set for the said meeting; ■ for holders of bearer shares: receipt by the shareholders’ meetings department of Société Générale of a certificate of attendance noting the registration of the shares in the register of bearer shares at zero hour, Paris time, on the fifth working day preceding the day set for the said meeting, delivered and transmitted to Société Générale by the financial intermediary (bank, financial institution or brokerage) that holds their account. Shareholders are free to dispose of their shares in whole or in part until the time of the meeting. However, if the settlement of the disposal takes place before zero hour, Paris time, on the fifth working day preceding the day set for the said meeting, the financial intermediary that holds their account shall notify the disposal to Société Générale, and shall transmit the necessary information. The Company shall invalidate or modify the vote by correspondence, proxy vote, admission card or the certificate of attendance in consequence of the foregoing. However, if the settlement of the disposal takes place after zero hour, Paris time, on the fifth working day preceding the day set for the said meeting, the disposal will not be notified by the financial institution holding the account, nor taken into consideration by the Company for the purposes of attendance at the Shareholders’ Meeting. Any shareholder unable to attend the meeting in person may vote by correspondence or by proxy, including by electronic means, in accordance with the terms and conditions set forth in the laws, regulations and by-laws, as specified in the notice of meeting. Correspondence and proxy voting forms together with all documents and information relating to the meetings are available on the Company’s website (https://www.lectra.com/en/investors/ shareholder-information/shareholders-meetings) at least 21 days before the time of these meetings. These documents are also obtainable on request, free of charge, from the Company. All correspondence or proxy voting forms must be received, in paper form or by electronic means, no later than the day preceding the shareholders’ meeting, before 3pm, Paris time. Written questions for submission to the meeting may be addressed to the Company at its headquarters: 16-18, rue Chalgrin, 75016 Paris, France, or by electronic mail at the address indicated in the notice of meeting and the formal convocation, by the fourth working day preceding the day set for the meeting at the latest, and must be accompanied by proof of registration as a shareholder. Shareholders holding a fraction of the share capital defined in Articles L. 225-105 paragraph 2 and R. 225-71 paragraph 2 of the French Commercial Code (Code de commerce) must transmit any draft resolutions they wish to place on the agenda of the meeting at least 25 days prior to the date of the meeting. As required in Article R. 22-10-24 (last paragraph) of the French Commercial Code (Code de commerce), notification of designation and revocation of a proxy may also be communicated electronically, by sending an electronically signed e-mail, employing a secure procedure for identification of the shareholder guaranteeing that the notification was e̸ectively sent by the said shareholder, to the address indicated in the notice of meeting and the formal convocation. Practical details will be communicated, for each shareholders’ meeting, in the notice of meeting sent to the shareholders.
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03 - CORPORATE GOVERNANCE REPORT 187 Lectra - 2025 Annual Financial Report 7.2 Voting rights: one share, one vote Prior to the Extraordinary Shareholders' Meeting of April 25, 2025, only registered shares held before May 15, 2001 carried double voting rights, in accordance with the transitional provisions of the by-laws. On April 25, 2025, the Special Shareholders' Meeting of holders of shares with double voting rights and the Extraordinary Shareholders' Meeting approved the cancellation of double voting rights and the consequent amendment to the by-laws. This cancellation (i) brought 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 (ii) put an end to an inequality among shareholders, as this advantage was limited to an extremely small number of them and no other shareholders were entitled to it. At December 31, 2025, all shares carry single voting rights. 8. Information concerning potentially material items in the event of a public tender o̸er Under Article L. 22-10-11 of the French Commercial Code (Code de commerce), the following items are liable to be material in the event of a public tender o̸er: ■ The structure of the Company’s capital stock and direct or indirect shareholdings in the capital of the Company known to it, which are described in section 9 “Share capital – Shareholding structure – Share Price Performance” of the Management Discussion and Analysis; ■ Any statutory restrictions on the exercise of voting rights and on the transfer of shares, which are described in the Company’s by- laws, which is available on the Company’s website (https:// www.lectra.com/en/investors/corporate-governance/bylaws- and-rules); ■ the rules governing the appointment and replacement of members of the Board of Directors and amendments to the Company by- laws, which are presented in the Company by-laws; ■ The powers of the Board of Directors and in particular concerning the issuance or buyback of shares, which are described in section 1.4.1 “Roles and powers of the Board of Directors” of the present Corporate Governance Report, as well as in section 10 “Share repurchase program” of the Management Discussion and Analysis; ■ The clauses of the loan agreement that would entitle the Company’s lenders to demand early repayment in the event of a change in control of the Company are set out in note 22 of the consolidated financial statements; ■ The decision of the Supervisory Board of the Company’s employee investment fund (FCPE) on the potential contribution of the securities to purchase or exchange o̸ers, in accordance with Article L. 214-165 of the French Monetary and Financial Code. To the Company’s knowledge there are no other elements that are liable to be of consequence in the event of a public tender o̸er for the shares of the Company. The Board of Directors February 26, 2026
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Contents 1. Statement of consolidated financial position 189 2. Consolidated income statement 190 3. Consolidated statement of cash flows 191 4. Statement of change in consolidated equity 192 5. Notes to the statement of consolidated financial position 205 6. Notes to the consolidated income statement 226 7. Notes to the consolidated statement of cash flows 231 8. Statutory Auditors’ report on the consolidated financial statements 232 04 Consolidated financial statement
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04 - CONSOLIDATED FINANCIAL STATEMENT 189 Lectra - 2025 Annual Financial Report 1. Statement of consolidated financial position ASSETS At December 31 (in thousands of euros) 2025 2024(1) Goodwill note 6 345,464 369,470 Other intangible assets note 7 155,529 188,036 Leasing rights-of-use note 8 20,004 28,351 Property, plant and equipment note 9 21,700 23,430 Investments in associates note 10 4,614 3,854 Other non-current assets note 11 19,083 13,078 Deferred tax assets note 13 16,828 13,247 Total non-current assets 583,222 639,467 Inventories note 14 56,099 63,423 Trade accounts receivable note 15 85,528 102,601 Other current assets note 16 28,946 28,293 Cash and cash equivalents note 22 65,065 81,901 Total current assets 235,638 276,218 Total assets 818,860 915,685 LIABILITIES At December 31 (in thousands of euros) 2025 2024(1) Share capital note 17 38,063 37,966 Share premium note 17 144,526 142,869 Treasury shares note 17 (885) (937) Currency translation adjustments note 18 (1,484) 35,390 Retained earnings and net income 164,640 137,999 Non-controlling interests note 2 15,432 21,063 Total equity 360,294 374,350 Retirement benefit obligations note 19 10,502 10,930 Non-current lease liabilities note 20 15,603 22,223 Minority shares purchase commitments note 21 61,618 117,887 Deferred tax liabilities note 13 14,805 19,012 Borrowings, non-current portion note 22 70,901 86,773 Derivative financial instruments note 22 413 664 Total non-current liabilities 173,842 257,490 Trade and other current payables note 23 91,745 101,150 Deferred revenues note 24 111,925 111,845 Current income tax liabilities note 13 6,648 6,545 Current lease liabilities note 20 9,759 9,941 Minority shares purchase commitments note 21 40,458 29,766 Borrowings, current portion note 22 15,488 15,704 Provisions for other liabilities and charges note 25 8,701 8,893 Total current liabilities 284,723 283,844 Total equity and liabilities 818,860 915,685 (1) The 2024 amounts integrate Launchmetrics since January 23, 2024 (see note 2.31). The notes are an integral part of the consolidated financial statements.
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04 - CONSOLIDATED FINANCIAL STATEMENT 190 Lectra - 2025 Annual Financial Report 2. Consolidated income statement Twelve months ended December 31 (in thousands of euros) 2025 2024(1) Revenues note 28 506,734 526,674 Cost of goods sold note 29 (137,472) (149,801) Gross profit note 29 369,262 376,873 Research and development note 30 (65,118) (61,955) Selling, general and administrative expenses note 31 (265,973) (265,663) Income from operations before non-recurring items 38,170 49,255 Non-recurring expenses note 34 (2,795) (457) Income from operations 35,376 48,798 Financial income note 35 866 2,258 Financial expenses note 35 (6,777) (8,269) Foreign exchange income (loss) note 36 (401) (2,189) Income before tax 29,063 40,599 Income tax note 13 (3,108) (10,890) Share of result from associates (353) (76) Net income 25,602 29,632 of which, Group share 25,964 31,164 of which, Non-controlling interests (362) (1,532) (in euros) Earnings per share, Group share: note 37 - basic 0.68 0.82 - diluted 0.68 0.82 Shares used in calculating earnings per share: - basic 37,949,825 37,873,739 - diluted 38,118,340 38,161,144 (in thousands of euros) Income from operations before non-recurring items 38,170 49,255 + Net depreciation and amortization of non-current assets 41,553 41,859 EBITDA before non-recurring items 79,724 91,114 STATEMENT OF COMPREHENSIVE INCOME Twelve months ended December 31 (in thousands of euros) 2025 2024(1) Net income 25,602 29,632 Currency translation adjustments note 18 (36,693) 18,762 Changes in fair value of hedging instruments 251 (664) Tax e̸ect note 13 (65) 166 Other comprehensive income to be reclassified in net income (36,507) 18,264 Remeasurement of the net liability arising from defined benefits pension plans note 19 55 823 Tax e̸ect note 13 (12) (182) Other comprehensive income not to be reclassified in net income 43 641 Total other comprehensive income (36,464) 18,905 Comprehensive income (10,862) 48,537 Attributable to the Group (10,688) 49,675 Attributable to non-controlling interests (174) (1,138) (1) The 2024 amounts integrate Launchmetrics since January 23, 2024 (see note 2.31). The notes are an integral part of the consolidated financial statements.
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04 - CONSOLIDATED FINANCIAL STATEMENT 191 Lectra - 2025 Annual Financial Report 3. Consolidated statement of cash flows Twelve months ended December 31 (in thousands of euros) 2025 2024(1) I - OPERATING ACTIVITIES Net income 25,602 29,632 Net depreciation and amortization (non-current assets) 41,553 41,859 Net depreciation and provisions (current assets) 4,130 1,209 Non-cash operating expenses note 40 2,309 1,925 Loss (profit) on sale of fixed assets (19) 39 Changes in deferred income taxes note 13 (7,931) (2,286) Changes in inventories 3,617 4,943 Changes in trade accounts receivable 17,815 10,247 Changes in other current assets and liabilities (10,188) (1,084) Changes in other operating non-current assets note 41 (3,140) 1,831 Net cash provided by (used in) operating activities 73,748 88,316 II - INVESTING ACTIVITIES Purchases of intangible assets(2) note 7 (6,203) (4,236) Purchases of property, plant and equipment note 9 (3,816) (2,534) Proceeds from sales of intangible and tangible assets 226 286 Acquisition cost of companies purchased note 2.31 - (71,590) Acquisition cost of equity investments note 2 (1,400) (3,782) Purchases of financial assets note 11 (9,439) (5,721) Proceeds from sales of financial assets note 11 10,024 6,651 Net cash provided by (used in) investing activities (10,607) (80,926) III - FINANCING ACTIVITIES Proceeds from issuance of ordinary shares by the parent company note 17 1,755 2,225 Proceeds from issuance of ordinary shares to non controlling interests 278 228 Dividend paid note 4 (15,199) (14,113) Payment of dividends paid to minority interests (992) - Change in share of interests in controlled entities note 21 (26,810) (4,200) Purchases of treasury shares note 17 (9,118) (5,289) Sales of treasury shares note 17 9,106 5,193 Subscription of long-term and short-term debt note 42 - 99,012 Repayment of lease liabilities note 20 (10,648) (11,526) Repayments of long-term and short-term borrowings note 42 (16,034) (115,755) Net cash provided by (used in) financing activities (67,664) (44,225) Increase (decrease) in cash and cash equivalents (4,523) (36,834) Cash and cash equivalents at opening note 22 81,901 115,049 Increase (decrease) in cash and cash equivalents (4,523) (36,834) E̸ect of changes in foreign exchange rates (12,313) 3,686 Cash and cash equivalents at closing note 22 65,065 81,901 Net cash provided by (used in) operating activities 73,748 88,316 + Net cash provided by (used in) investing activities (10,607) (80,926) - Acquisition cost of companies purchased - 71,590 -Acquisition cost of equity investments 1,400 3,782 - Repayment of lease liabilities (10,648) (11,526) Free cash flow 53,894 71,237 Non-recurring items of the free cash flow (3,140) (875) Free cash flow before non-recurring items note 43 57,034 72,112 Income tax (paid) / reimbursed, net (11,748) (8,117) Interest (paid) on lease liabilities (877) (777) Interest (paid) (4,375) (6,299) (1) The 2024 amounts integrate Launchmetrics since January 23, 2024 (see note 2.31). (2) The 2025 amounts includes the payment of implementation costs for the new ERP for 3.8 million euros.
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04 - CONSOLIDATED FINANCIAL STATEMENT 192 Lectra - 2025 Annual Financial Report 4. Statement of change in consolidated equity (in thousands of euros, except for par value per share expressed in euros) Share capital Note Number of shares Par value Share capital Balance at December 31, 2023 37,832,965 1.00 37,833 140,777 (885) 16,977 215,124 409,827 8,033 417,860 Net income 31,164 31,164 (1,532) 29,632 Other comprehensive income 18,414 98 18,511 392 18,903 Comprehensive income 18,414 31,261 49,675 (1,140) 48,535 Exercised stock options 17 133,309 1.00 133 2,092 2,225 228 2,453 Fair value of stock options 17 1,419 1,419 67 1,486 Sale (purchase) of treasury shares 17 (52) (52) (52) Profit (loss) on treasury shares 17 (85) (85) (85) Integration of Launchmetrics and minority shares purchase commitment(1) (105,405) (105,405) 17,277 (88,128) Discounting and revision of minority shares purchase commitments 21 7,256 7,256 7,256 Purchase of Gemini minority stakes 2.31 2,045 2,045 (2,904) (859) Dividend paid 4 (13,615) (13,615) (498) (14,113) Balance at December 31, 2024 37,966,274 1.00 37,966 142,869 (937) 35,390 137,999 353,287 21,063 374,350 Net income 25,964 25,964 (362) 25,602 Other comprehensive income (36,874) 222 (36,652) 188 (36,464) Comprehensive income (36,874) 26,186 (10,687) (174) (10,861) Exercised stock options 17 96,989 1.00 97 1,657 170 1,924 106 2,030 Fair value of stock options 17 1,726 1,726 1,726 Sale (purchase) of treasury shares 17 53 53 53 Profit (loss) on treasury shares 17 (49) (49) (49) Discounting and revision of minority shares purchase commitments 21 5,285 5,285 5,285 Purchase of Gemini minority stakes 21 (477) (477) (477) Purchase of Launchmetrics minority stakes 21 8,116 8,116 (4,162) 3,954 Purchase of Neteven minority stakes 21 (40) (40) 125 85 Purchase of Glengo minority stakes 21 629 629 (469) 160 Others variations 294 294 (67) 227 Dividend paid 4 (15,199) (15,199) (990) (16,189) Balance at December 31, 2025 38,063,263 1.00 38,063 144,526 (885) (1,484) 164,640 344,862 15,432 360,294 (1) The 2024 amounts integrate Launchmetrics since January 23, 2024 (see note 2.31). The notes are an integral part of the consolidated financial statements. Share premium Treasury shares Currency translation adjustments Retained earnings and net income Equity, Group share Non controlling interests Total equity
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04 - CONSOLIDATED FINANCIAL STATEMENT 193 Lectra - 2025 Annual Financial Report Notes to the consolidated financial statements All amounts in the tables are in thousands of euros, unless otherwise indicated. The Lectra group, hereafter “the Group” or “Lectra”, refers to Lectra SA, hereafter “the Company”, and its subsidiaries. The Group’s consolidated financial statements were drawn up by the Board of Directors on February 26, 2026 and will be submitted to the Shareholders’ Meeting for approval on April 29, 2026. NOTE 1 THE GROUP’S ACTIVITY At the forefront of innovation since its founding in 1973, Lectra provides industrial intelligence technology solutions combining Software-as-a-Service (SaaS) solutions, cutting equipment, data, and associated services to players in the fashion, automotive and furniture industries. With boldness and passion, Lectra accelerates the transformation and success of its customers in a world in perpetual motion thanks to the key technologies of Industry 4.0: artificial intelligence, big data, cloud and the Internet of Things. These solutions support customers in achieving their strategic objectives: boosting productivity; cutting costs; reducing time-to- market; tackling globalization challenges; enhancing product quality; increasing production capacity; developing brands; and improving marketing campaign impact all while ensuring sustainable growth. The Group is present in more than one hundred countries. It operates three production sites for its cutting equipment, located in France, China and the United States. The company is listed on Euronext, and is included in CAC All Shares, CAC Technology, EN Tech Leaders and ENT PEA-PME 150 indices. A unique o̸er Lectra has an unparalleled understanding of its customers' business and technological leadership that enables it to o̸er a portfolio of innovative products that combine: ■ SaaS solutions: optimization of industrial processes from design through production, all the way up to market launch; ■ Connected and intelligent industrial equipment: soft materials cutting (fabric, leather, composite materials and technical textiles); ■ Data: solutions to collect, organize and harness data to make well- informed decisions; ■ Services: consulting, training, support and maintenance to maximize the value provided by our solutions. The Lectra 4.0 strategy, a long-term vision Launched in 2017, the Lectra 4.0 strategy aims to position the Group as a key Industry 4.0 player in its three strategic market sectors (fashion, automotive and furniture) by 2030. It is based on five pillars: ■ Premium positioning; ■ Focus on three strategic market sectors; ■ Customers at the heart of the Group’s activities; ■ New 4.0 services; ■ A committed sustainability policy. This strategy is implemented through successive three-year roadmaps. The Group's particularly solid financial fundamentals allow it to execute these plans with confidence: ■ A wide distribution of activities across various sectoral and geographical markets with di̸erent purchasing cycles, as well as a large number of customers worldwide; ■ A significant proportion of recurring revenues (over 70%), with margins covering nearly all fixed overhead costs; ■ The generation of major annual free cash flow, significantly exceeding net income. 50 years of innovation Significant investments in innovation and R&D are at the core of the strategy, with over 12% of revenues and almost 25% of employees dedicated to these initiatives each year. Since 2018, all new software is solely available in SaaS mode. This model has been widely adopted by customers, as evidenced by a three-fold increase in SaaS revenues between 2023 and 2025, reaching €89 million (representing 18% of total revenues). Successful external growth operations Since 2018, the Group has made nine acquisitions and two strategic partnerships. These acquisitions have allowed it to consolidate its market shares by integrating companies operating within the same industries, and accessing technological building blocks and o̸ers that round out its portfolio. A decades-long dedication to durability Committed to sustainability, Lectra has set high standards in terms of transparency and ethics. It is actively involved in contributing to the conservation and protection of the environment, providing a work environment where all employees feel fulfilled and valued, and giving future generations the means to become leaders in their fields. Passionate employees Lectra can rely on the skills and expertise of nearly 2,800 employees across the world. Driven by three core values – being open-minded thinkers, trusted partners and passionate innovators – they work daily alongside the Group’s customers to ensure their success. NOTE 2 BASIS FOR PREPARATION, ACCOUNTING RULES AND METHODS NOTE 2.1 CURRENT ACCOUNTING STANDARDS AND INTERPRETATIONS The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) published by the International Accounting Standards Board as adopted by the European Union, and available for consultation on the European Commission website: https://ec.europa.eu/info/business-economy-euro/company- reporting-and-auditing/company-reporting/financial-reporting_en The consolidated financial statements at December 31, 2025 have been prepared in accordance with the same rules and methods as those applied in the preparation of the 2024 annual financial statements. They have been prepared under the responsibility of the Board of Directors and approved at its meeting of February 26, 2026.
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04 - CONSOLIDATED FINANCIAL STATEMENT 194 Lectra - 2025 Annual Financial Report The Group's financial statements are not impacted in 2025 by changes in standards, amendments and interpretations. At the reporting date, the Group has not applied early the following standards, amendments and interpretations, adopted by the European Union, and whose application is mandatory for fiscal years beginning after December 31, 2025: ■ Amendments to IFRS 9 – Financial instruments and IFRS 7 – Financial instruments: disclosures, including limited clarifications and additional disclosure requirements; ■ IFRS 18 – Presentation and Disclosure in Financial Statements, which will replace IAS 1 and introduce new requirements relating to the structure and content of the income statement, performance sub-totals and disclosures in the notes to the financial statements, applicable to fiscal years beginning on or after January 1, 2027; ■ Various amendments to existing standards adopted by the European Union, mainly concerning clarifications of limited scope and information to be provided in the notes to the financial statements. The Group does not anticipate any significant e̸ects on the consolidated financial statements related to this text. As of the reporting date, the following standards, amendments and interpretations, published by the IASB but not yet adopted by the European Union, are not applicable to the consolidated financial statements at December 31, 2025: ■ IFRS 19 – Subsidiaries without Public Accountability: Disclosures, applicable to fiscal years beginning on or after January 1, 2027; ■ Other annual amendments and improvements to IFRS standards published by the IASB, for which the adoption process by the European Union is underway at the reporting date. The Group is closely monitoring developments in the process of adoption of these texts by the European Union and has carried out a preliminary analysis of their potential impacts. NOTE 2.2 BASIS FOR PREPARATION The Group’s consolidated financial statements are prepared on going-concern and a historical cost basis with the exception of the assets and liabilities listed below: ■ Cash equivalents, recorded at fair value through profit or loss; ■ Loans and receivables, together with borrowings and financial debts, trade payables and other current payables, recognized at their amortized cost; ■ Derivative financial instruments, recorded at fair value through profit or loss, or other comprehensive income. The Group uses such instruments to hedge against foreign exchange risk (see note 3 "Risk management policy"). Current assets comprise assets linked with the normal operating cycle of the Group, assets held with a view to disposal within the next twelve months after the close of the financial year, together with cash and cash equivalents. All other assets are non-current. Current liabilities comprise debts maturing in the course of the normal operating cycle of the Group or within the next twelve months after the close of the financial year. NOTE 2.3 GOODWILL Goodwill relates solely to controlled entities. Other interests held are either accounted for under the equity method for entities held under significant influence, or classified as non-current financial assets. Goodwill is calculated at the acquisition date, as the di̸erence between (i) the total of the fair value of the consideration transferred and the amount of non-controlling third-party interest in the acquiree, and (ii) the net of the amounts of the identifiable assets acquired and the liabilities assumed. Goodwill recognized in a foreign currency is translated at the year- end exchange rate. Each goodwill is allocated to one of the three regions of the Group, which are made up by one or several Cash Generating Units (CGU). Taking into account expected future revenue streams, goodwill is tested for possible impairment loss at each closing date, or during the year when there is indication that it may be impaired. NOTE 2.4 OTHER INTANGIBLE ASSETS Intangible assets are carried at their purchase price less cumulative amortization and impairment, if any. Amortization is charged on a straight-line basis depending on the estimated useful life of the intangible asset. Internal software and developments This item contains only software utilized for internal purposes, which is amortized on a straight-line basis over a minimum of three years. In addition to expenses incurred in the acquisition of software licenses, the Group also activates direct software development and configuration costs, comprising personnel costs for personnel involved in development of the software and external expenses directly relating to these items. For software in SaaS mode, these costs are capitalized as intangible assets only if the implementation results in the creation of additional code that is separate from the SaaS subscription, controlled by the Group, and meets the definition of an intangible asset. Technology, patents and trademarks The Group is not dependent on any patents or licenses that it does not own. Patents, trademarks and associated costs are amortized on a straight-line basis over three to fifteen years. The amortization period reflects the rate of consumption by the Company of the economic benefits generated by the asset. Technology acquired through business combinations and valued at the time of acquisition are amortized on a straight-line basis over six to ten years. In terms of intellectual property, no patents or other industrial property rights belonging to the Group are currently under license to third parties. The rights held by the Group, in particular those relating to its design and publishing software, are used commercially with its customers. The Group does not activate any internally-generated expense relating to patents and trademarks. Customer relationships Customer relationships acquired through business combinations are valued at the time of acquisition and amortized on a straight-line basis over fifteen years. Other Other intangible assets are amortized on a straight-line basis over two to five years. NOTE 2.5 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is carried at cost less accumulated depreciation and impairment, if any. When a tangible asset comprises significant components with di̸erent useful lives, the latter are analyzed separately. Consequently, costs incurred in replacing or renewing a component
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04 - CONSOLIDATED FINANCIAL STATEMENT 195 Lectra - 2025 Annual Financial Report of a tangible asset are booked as a distinct asset. The carrying value of the component replaced is written-o̸. Moreover, the Group considers that there is no residual value on its assets. At each closing date, the useful life of assets is reviewed and adjusted as required. Subsequent expenditures relating to a tangible asset are capitalized if they increase the future economic benefits of the specific asset to which they are attached. All other costs are expensed directly at the time they are incurred. Financial expense is not included in the cost of acquisition of property, plant and equipment. Investment subsidies received are deducted from the value of tangible assets. Depreciation is computed on this net amount. Losses or gains on disposals of assets are recognized in the income statement under caption “Selling, general and administrative expenses”. Depreciation is computed on the straight-line method over their estimated useful lives as follows: ■ buildings and building main structures: 20-35 years; ■ secondary structures and building installations: 15 years; ■ fixtures and installations: 5-10 years; ■ land arrangements: 5-10 years; ■ technical installations, equipment and tools: 4-10 years; ■ o̹ce equipment and computers: 3-5 years; ■ o̹ce furniture: 5-10 years. NOTE 2.6 LEASES In accordance with IFRS 16, Leases, all leases eligible under the criteria of the standard are reported by recognizing a right-of-use asset and a liability corresponding to the present value of the future lease payments. Measurement of right-of-use assets On the commencement date of the lease, the right-of-use asset is assessed at cost and includes the initial amount of the lease liability plus any lease payments prepaid to the lessor, net of any incentives received from the lessor. The right-of-use asset is subject to straight-line depreciation over the lease term determined to measure the lease liability and corresponds to the period of the obligation, taking account of periods covered by renewal options that are reasonably certain to be exercised, and by termination options that are reasonably certain not to be exercised. Measurement of lease liabilities On the commencement date of the lease, the lease liability is recorded as the present value of future lease payments over the term of the lease. For its leases in France, the Group has chosen the duration corresponding to the first option of exit without penalty. It has signed a firm six-year lease for its Paris headquarters. Other property leases entered into by subsidiaries do not contain renewal options exercisable at the sole discretion of the lessee. The discount rates used by the Group correspond to the rates at which Group companies would be able to subscribe a financial borrowing (incremental borrowing rate). They are determined based on the interest rate of the bank loan the Group took out on June 2025, and then adjusted using a credit spread by currency and maturity. The lease liability is measured including the amounts of the following payments: ■ fixed lease payments; ■ variable lease payments that depend on a rate or an index, using the rate or index at the commencement date of the lease; ■ payments to be made by the lessee in respect of a residual value guarantee; ■ the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; ■ penalties to be paid in the event an option was exercised for termination or non-renewal of the lease, if the lease term reflects the assumption that the lessee would exercise that option. The lease liability evolves over time in the following way: ■ it increases by the amount of interest expense computed by applying the discount rate to the liability, at the start of the period. The discount rates applied are based on the incremental borrowing rates per company and per currency, notably taking account of each country's specific economic environment; ■ and it is reduced by the amount of payments made. The interest expense for the period, as well as variable payments not taken into account during the initial assessment of the liability that were incurred during the period in consideration, are booked as expenses. Furthermore, the liability may be reassessed in the following circumstances: ■ modification of the lease term; ■ modification relating to the reasonable degree of certainty (or otherwise) that the lessee will exercise an option to purchase the underlying asset; ■ reassessment relating to residual value guarantees; ■ changes in the rates or indexes used to determine the lease payments when the payment adjustment occurs. On the balance sheet, the Group distinguishes between long-term lease liabilities and short-time lease liabilities based on a maturity schedule (see note 20). Types of leases The Group rents its o̹ces in most of the countries where it operates, as well as its two industrial facilities of Tolland (United States) and Suzhou (China), with the notable exception of the Bordeaux-Cestas site, which it owns. Furthermore, the leases within the scope of IFRS 16 also include leases for vehicles and for IT equipment hardware. Exemptions As authorized by IFRS 16, the Group does not recognize on the balance sheet: short-term leases (lease term less than or equal to 12 months) and leases of low-value items (threshold at $5,000). NOTE 2.7 IMPAIRMENT OF FIXED ASSETS – IMPAIRMENT TESTS When events or changes in the market environment, or internal factors, indicate a potential impairment of value of goodwill, other intangible assets, property, plant and equipment, or right-of-use assets net of lease liabilities, these are subject to impairment testing. Impairment tests on goodwill are carried out systematically at least once a year. In order to be tested, assets are regrouped within Cash Generating Units (CGU), defined as the smallest group of assets generating cash inflows deriving from their continuous use, largely independent from cash inflows generated by other assets. Goodwill resulting from business combinations is allocated to the CGUs or groups of CGUs likely to benefit from the combination synergies.
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04 - CONSOLIDATED FINANCIAL STATEMENT 196 Lectra - 2025 Annual Financial Report Goodwill The impairment test compares the carrying value of a group of CGUs, including goodwill, with the recoverable value of the same group of CGUs. The latter is defined as the higher of the asset’s fair value less costs to sell and value in use determined as the present value of future cash flows attached to them, excluding interest and tax. The results utilized are derived from the Group’s three-year plan. Beyond the time frame of the three-year plan, cash flows are projected to infinity, the assumed growth rate being dependent on the growth potential of the markets and/or products concerned by the impairment test. The discount rate is computed under the Weighted Average Cost of Capital (WACC) method, the cost of capital being determined by applying the Capital Asset Pricing Model (CAPM). If the impairment test reveals an impairment of value relative to the carrying value, an irreversible impairment loss is recognized to reduce the carrying value of the goodwill to its recoverable amount. This charge, if any, is recognized under “Goodwill impairment” in the income statement. Other fixed assets Other intangible assets and property, plant and equipment are tested by comparing the carrying value of each relevant group of assets (which may be an isolated asset or a CGU) with its recoverable amount. If the latter is lower than the carrying value, an impairment charge equal to the di̸erence between these two amounts is recognized. The recognition of an impairment loss entails a revision of the depreciable basis and the depreciation schedule of the fixed assets concerned. Depending on the nature and use of the fixed assets, this expense is recognized in depreciation and amortization under "Cost of goods sold" or "Selling, general and administrative expenses" in the income statement. The value loss recognized can be recovered at a later stage in case of a decrease of the loss. NOTE 2.8 OTHER NON-CURRENT ASSETS This item mainly comprises the long-term portion of the research tax credit receivable, equity investments and, where applicable, receivables relating to financial investments in non-consolidated companies. Non-consolidated equity investments are recorded at fair value through profit or loss, as required by IFRS 9. NOTE 2.9 DEFERRED TAXES Deferred income tax is accounted for using the liability method on temporary di̸erences arising between the carrying value and tax value of assets and liabilities shown in the statement of financial position. The same is true for tax loss carry-forwards. Deferred taxes are calculated at the future tax rates enacted or substantially enacted at the fiscal year closing date. For a given fiscal entity, assets and liabilities are netted where taxes are levied by the same tax authority, and where permitted by the local tax authorities. Deferred tax assets are recognized where their future utilization is deemed probable in light of expected future taxable profits: for this, the Group generally retains a horizon of five years and takes into account, in addition to the outlook for future profits, the existence of deferred tax liabilities. NOTE 2.10 INVENTORIES Inventories of raw materials are valued at the lower of purchase cost (including related costs) and their net realizable value. Finished goods and works-in-progress are valued at the lower of standard industrial cost (adjusted at year end on an actual cost basis) and their net value. The purchase cost of raw materials and the industrial cost of works-in- progress and finished goods is calculated with the weighted-average cost method. Net realizable value is the estimated selling price in the normal course of business, less the estimated cost of completion or upgrading of the product and unavoidable selling costs. Inventory cost does not include interest expense. A write-down is recorded if the net value is lower than the carrying value. Write-downs on inventories of consumables and parts are calculated by comparing carrying value and probable net value considering a precise analysis of the rotation and obsolescence of inventory items, taking into account the global consumption of items for maintenance and after-sales services activities, and changes in the ranges of products marketed. NOTE 2.11 TRADE ACCOUNTS RECEIVABLE Trade accounts receivable are originally accounted for in the statement of financial position at their fair value, and thereafter at their amortized cost, which generally corresponds to their par value.Impairment is recorded based on expected credit losses over the lifetime of receivables according to IFRS 9 and also on the basis of the risk of non-collectability of the receivable, measured on a case- by-case basis in light of how long they are overdue, the results of reminders sent out, the local payment practices, and the risks specific to each country. Owing to the very short collection periods, trade accounts receivable are not discounted. NOTE 2.12 CASH AND CASH EQUIVALENTS Cash (as shown in the cash flow statement) is defined as the sum of cash and cash equivalents, less bank overdrafts if any. Cash equivalents may comprise negotiable certificates of deposit issued by the Company’s banks. Interest-bearing sight accounts and time deposits opened in the Company’s banks are treated as cash. These financial holdings are immediately available and are readily convertible to known amounts of cash or are subject to an insignificant risk of changes in value, as specified by IAS 7. Net cash (as shown in note 22.1) is defined as the amount of “Cash and cash equivalents” less financial debt (as shown in note 22.2), when this di̸erence is positive. When this di̸erence is negative, the result corresponds to a net financial debt. Cash equivalents are recognized at their fair value; changes in fair value are recognized through profit or loss. NOTE 2.13 CAPITAL MANAGEMENT POLICY In managing its capital, the Group seeks to achieve the best possible return on capital employed. The liquidity of Lectra’s shares on the stock market has been ensured by means of a liquidity agreement with Natixis Oddo BHF (see note 17.2). The payment of dividends is an important instrument in the Group’s capital management policy, the aim being to compensate shareholders adequately as soon as this is justified by the Group’s financial situation while preserving the necessary cash to fund the Group’s future development. NOTE 2.14 STOCK OPTIONS The Company has granted stock options to certain Group employees. The Chairman and Chief Executive O̹cer, holding more than 10% of the Company’s share capital, is not eligible for any stock option program. All plans are issued at an exercise price equal or greater than the first average stock market price for the 20 trading days prior to granting (see note 17.5).
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04 - CONSOLIDATED FINANCIAL STATEMENT 197 Lectra - 2025 Annual Financial Report The application of IFRS 2 has resulted in the recognition of an expense corresponding to the fair value of the advantage granted to the beneficiaries of stock options. This expense is recognized in personnel costs with a counterpart in shareholders' equity. It is measured using the Black & Scholes model and is deferred prorata temporis over the stock options’ vesting period. NOTE 2.15 BORROWINGS AND FINANCIAL DEBTS Borrowings and financial debts are recognized initially at fair value. At the closing date, borrowings and financial debts are stated at amortized cost using the e̸ective interest rate method, defined as the rate whereby cash received equals the total cash flows relating to the servicing of the borrowing. Interest expenses on the bank loan are recognized as financial expenses in the income statement. Non-current borrowings and financial debts include the portion of the interest-bearing bank loan subscribed by the Group on June 27, 2024, that exceeds one year of the loan. Current financial borrowing and debts include the portion of this loan that is less than one year, including accrued but unpaid interest, as well as a bank loan subscribed by Launchmetrics. NOTE 2.16 RETIREMENT BENEFIT OBLIGATIONS The Group is subject, in France and depending on the subsidiary concerned, to a variety of employee deferred benefit plans. The only deferred employee liabilities are retirement benefits obligations. Defined contributions plans These refer to post-employment benefit plans under which, for certain categories of employee, the Group pays defined contributions to an outside insurance company or pension fund. Contributions are paid in exchange for services rendered by employees during the fiscal year. They are expensed as incurred, as are wages and salaries. Defined contributions plans do not create future liabilities for the Group and hence do not require recognition of provisions. Most of the defined contributions plans to which the Company and its subsidiaries contribute are additional to the employees’ legal retirement plans. In the case of the latter, the Company and its subsidiaries contribute directly to a social security fund. Defined benefits plans These refer to post-employment benefit plans that guarantee contractual additional income for certain categories of employee (in some cases these plans are governed by specific industry-wide agreements). Within the Group, these plans only cover retirement benefit obligations that correspond solely to legal provisions or provisions defined by collective agreements in force. The guaranteed additional income represents a future contribution for which a liability is estimated. This liability is calculated by estimating the benefits to which employees will be entitled having regard to projected end-of-career salaries. Benefits are remeasured to determine the present value of the obligation for benefits defined in accordance with the principles of IAS 19. Actuarial assumptions notably include a rate of salary increase, a discount rate (this corresponds to the average annual yield on investment-grade bonds with maturities approximately equal to those of the Company's obligations), an average rate of social charges and an employee turnover rate, based on observed historical data. Actuarial gains and losses are recognized in other comprehensive income, in accordance with the principles set forth in IAS 19. The relevant portion of any change in past-service cost is recognized immediately as a loss (in the case of an increase) or as a gain (in the case of a reduction) in the income statement when a plan is amended, in accordance with the principles set forth in IAS 19. NOTE 2.17 COMMITMENTS TO PURCHASE MINORITY SHARES Commitments given to minority shareholders of subsidiaries to purchase their shares are initially recorded as liabilities in the amount of the discounted value of the exercise price, against shareholders' equity, Group share. These amounts are reviewed each year, for their discounted value, and the change is recorded against shareholders' equity, Group share. When the Group purchases minority shares, in accordance with the purchase agreements, “Non-controlling interests” will be reclassified under shareholders' equity, Group share, without a̸ecting the income statement. NOTE 2.18 INVESTMENTS IN ASSOCIATES The financial statements of associates over which the Group exercises significant influence are consolidated using the equity method. Group investments in associates consolidated using the equity method are initially recorded at acquisition cost, including any goodwill arising. Their carrying amount is subsequently increased or decreased to reflect the Group's share in any profits or losses realized after the date of acquisition. After application of the equity method, and where there is an indication of impairment, the carrying amount may be written down to below its recoverable amount. NOTE 2.19 PROVISIONS All known risks at the date of Board of Directors’ meeting are reviewed in detail and a provision is recognized if an obligation exists, if the costs entailed to settle this obligation are probable or certain, and if they can be measured reliably. In view of the short-term nature of the risks covered by these provisions, the discounting impact is immaterial and therefore not recognized. At the time of the e̸ective payment, the provision reversal is deducted from the corresponding expenses. Provision for warranties A provision for warranties covers, on the basis of historical data, probable costs arising from warranties granted by the Group to its customers at the time of the sale of equipment, for replacement of parts, technicians’ travel and labor costs. This provision is recorded at the time of the booking of the sale generating a contractual obligation of warranty. NOTE 2.20 TRADE PAYABLES Trade accounts payables refer to obligations to pay for goods or services acquired in the ordinary course of business. They are classified in current liabilities when payment is due in less than twelve months, or in non-current liabilities when payment is due in more than one year. NOTE 2.21 REVENUES The Group’s revenues comprise di̸erent types of revenues, which are aggregated into two categories: non-recurring revenues (equipment
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04 - CONSOLIDATED FINANCIAL STATEMENT 198 Lectra - 2025 Annual Financial Report and pilot software, perpetual software licenses and non-recurring services) and recurring revenues (software subscriptions — SaaS, software maintenance contracts, equipment maintenance contracts, consumables and spare parts). The Group recognizes a contract with a customer when a written agreement exists, the agreement clearly defines the rights and obligations of each party and the payment terms, it has commercial substance, and collection of the consideration is probable. Contracts with customers may comprise multiple parts such as the sale of equipment (including its embedded software) accompanied by a maintenance contract and training and consulting services or the sale of a software license in the form of a subscription (SaaS) together with a maintenance contract and training and consulting services. Software sales are only recognized separately when the customer can benefit from the software independently from the other goods and services promised in the contract. Accordingly, software accompanying automated cutting equipment (called pilots) are not recognized separately from these, as they are an inseparable part of the equipment: without the pilot, the equipment would be useless, and without the equipment, the pilot has no use either. Conversely, specialized software (for instance, software for collection management, patternmaking, simulation), regularly sold separately from the equipment, are considered as a distinct performance obligation. Other services are considered distinct performance obligations in accordance with IFRS 15 and are therefore recognized separately, in particular based on the following considerations: ■ installation of equipment and specialized software is made in a few days and easy to implement, and does not modify their characteristics; ■ training services are provided over a short period and are not interdependent with other services; ■ consulting services for customers are usually sold separately from equipment and specialized software; ■ service o̸ers generally relate to the optimization of customers’ creation and production processes and do not typically result in significant modification or customization of the underlying software. They are not required for the software to function. Customers can benefit from these services on a stand-alone basis; accordingly, these services constitute separate performance obligations and are recognized separately; ■ software and equipment maintenance primarily relates to annual contracts under which the Group’s obligation is to stand ready or to make future software versions available; the solutions (equipment and software) are distinct from maintenance since they are entirely ready to work upon delivery and since maintenance services are not critical for the customer to use the solution; ■ equipment is most often sold together with one or two years of maintenance, and customers have renewal options that are not granted at a discount compared with the initial maintenance subscription price. Accordingly, renewal options are thus not considered as significant rights that would require separate accounting under IFRS 15. Sales of consumables and spare parts relate to simple contracts within the meaning of IFRS 15, comprising a single performance obligation. In accordance with IFRS 15, the transaction price is allocated to each performance obligation based on its stand-alone selling price, corresponding to the price at which the Group would sell a promised good or service separately to a customer. The Group determines stand-alone selling prices of the multiple elements by using observable data as much as possible. For elements which are not sold separately on a customary basis, stand-alone selling prices are estimated based on the Company’s pricing policy, particularly in terms of discounts. Revenues recognition di̸ers depending on the nature of the goods and services provided and is based, in accordance with IFRS 15, on the identification of performance obligations and the timing of their satisfaction: ■ Revenues from sales of equipment (including pilot software) is recognized when the control has been transferred to the purchaser. These conditions are fulfilled upon physical transfer of the equipment in accordance with the contractual sale terms. The same applies to consumables and spare parts; ■ Software sold as perpetual licenses is regarded as right-of-use licenses under IFRS 15, for which revenues is booked at a certain date, generally the time of installation of the software on the customer's computer (either by USB flash drive or downloading); ■ Revenues from subscription sales of software (granting the customer with an access right to the said software licenses) is recognized over the duration of the customer’s commitment; ■ Revenues from training and consulting is recognized based on the completion of hours or days of work; ■ Revenues from equipment and specialized software installation is recognized when these services are rendered; ■ Revenues from software and equipment maintenance contracts is spread on a straight-line basis over the duration of the contracts, as they are "stand-ready obligations" with no particular peaks in activity. Lectra acts as principal in the sale of equipment, as the parts and sub- components manufactured by the Group in France, the United States and China are used as inputs in the production of the finished products sold to customers. NOTE 2.22 COST OF GOODS SOLD Cost of goods sold comprises all purchases of raw materials included in the costs of manufacturing, the net change in inventory and inventory write-downs, all labor costs included in manufacturing costs which constitute the added value, freight out costs on equipment sold, and a share of depreciation of the manufacturing facilities. Cost of goods sold does not include salaries and expenses associated with service revenues, which are included under "Selling, General and Administrative Expenses". NOTE 2.23 RESEARCH AND DEVELOPMENT COSTS The technical feasibility of software and equipment developed by the Group is generally not established until a prototype has been produced or until feedback is received from its pilot sites, setting the stage for their commercialization. Consequently, the technical and economic criteria requiring the recognition of development costs in assets at the moment they occur are not met, and these, together with research costs, are therefore fully expensed in the period in which they are incurred. The French research tax credit (crédit d’impôt recherche), as well as subsidies linked to R&D projects, if any, are deducted from R&D expenses. NOTE 2.24 SUBSIDIES The research tax credit applicable in France is treated as a subsidy and is discounted in light of the probability of future o̸setting against corporate income tax and in light of reimbursement of the unused portion after four years (see notes 13 and 16). Operating subsidies are deducted from their associated charges in the income statement. This applies to subsidies received to finance research and development projects.
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04 - CONSOLIDATED FINANCIAL STATEMENT 199 Lectra - 2025 Annual Financial Report Investment subsidies are deducted from the cost of the fixed assets in respect of which they were received. Consequently, they are recognized in the income statement over the period of consumption of the economic benefits expected to derive from the corresponding asset. NOTE 2.25 EARNINGS PER SHARE Basic net earnings per share are calculated by dividing net income by the weighted-average number of shares outstanding during the period, excluding the weighted-average number of treasury shares. Diluted net earnings per share are calculated by dividing net income by the weighted-average number of shares adjusted for the dilutive e̸ect of stock options outstanding during the period and excluding the weighted-average number of treasury shares held solely under the liquidity agreement. The dilutive e̸ect of stock options is computed in accordance with the treasury stock method provided by IAS 33. The assumed proceeds from exercise of stock options are regarded as having been used to repurchase shares at the average market price during the period. The number of shares thus obtained is deducted from the total number of shares resulting from the exercise of stock options. Only options with an exercise price below the said average share price are included in the calculation of the number of shares representing the diluted capital. NOTE 2.26 OPERATING SEGMENTS Operating segment reporting is based directly on the Group’s performance tracking and review systems. The segments disclosed in note 39 are identical to those covered by the information regularly communicated to the Executive Committee, in its capacity as the Group’s “chief operating decision maker”. Reported segments correspond to the three major marketing regions: the Americas; Europe, Middle East and Africa (EMEA); and Asia-Pacific. These regions provide sales and services to their customers. They do not perform any industrial activities or R&D. They draw on centralized competencies and a wide array of functions that are pooled among all the regions, including marketing, business development, logistics, procurement, production, R&D, finance, legal a̸airs, human resources, information systems, etc. All these cross- divisional activities are reported as a column referred to as ‘Corporate’ and which allows for reconciliation with the amounts presented in the Group’s financial statements. Performance is measured by the segment’s EBITDA before non- recurring items and impairment of assets, if any. Marketing regions derive their revenue from external customers; all inter-segment billings are excluded from this item. The gross profit margins used to determine operating performance are identical for all regions. They are computed for each product line and include added value supplied by Corporate. Consequently, for products or services supplied in full or in part by Corporate, a percentage of consolidated gross profit is retained in the income computed for Corporate to cover its costs. Since most of Corporate’s general overheads are fixed, its profit margin and consequently its EBITDA before non-recurring items depend mainly on the volume of business generated by marketing regions. NOTE 2.27 PERFORMANCE INDICATORS The Group uses performance indicators such as income from operations, EBITDA before non-recurring items, free cash flow, and the security ratio, as defined below; it considers these aggregates appropriate for management of the Group and for measurement of the implementation of its strategy. Income from operations before non-recurring items and income from operations The Group uses an intermediate balance referred to as “Income from operations”, defined as income excluding financial operations, companies accounted for on an equity method, discontinued operations or those held for sale, and income tax. When the Group identifies non-recurring items, it tracks its operating performance by means of an intermediate balance referred to as ‘Income from operations before non-recurring items’. This financial indicator corresponds to operating income less non-recurring income and increased by non-recurring expenses. Where applicable, non-recurring income and expenses presented on a specific line of the consolidated income statement reflect the accounting impact of events that are either unusual, infrequent, very limited in number and representing significant amounts. EBITDA before non-recurring items The Group defines EBITDA before non-recurring items (Earnings Before Interest, Tax, Depreciation and Amortization) as the addition of income from operations before non-recurring items and net depreciation and amortization of non-current assets. This indicator allows the Group to monitor its operating performance directly related to business activity, excluding the impacts of capitalized investments. Free cash flow before non-recurring items and free cash flow Free cash flow is equal to net cash provided by operating activities minus cash used in investing activities, excluding cash used for acquisitions of companies and minority interests (net of cash acquired), and minus repayments of lease liabilities according to IFRS 16. Within free cash flow, the Group isolates non-recurring cash-ins and - outs, corresponding to the income and expenses of the same nature in the income from operations. Restated from these elements presented on a specific line, the Group thus identifies the free cash flow before non-recurring items. The Group considers this definition of free cash flow before non- recurring items is a performance indicator of its work on cash management. Annual Recurring Revenues Given the importance of SaaS activity, the Group has decided to publish a new indicator from 2025, the ARR (Annual Recurring Revenues), which is commonly used in the SaaS industry. It replaces the new orders indicator for SaaS subscriptions. ARR can be thought of as the stock of active SaaS subscriptions at a given point in time. ARR therefore anticipates the evolution of SaaS revenues in the coming years. As ARR is an inventory-based concept, it will be published at the exchange rate prevailing on the last day of the fiscal year. Security ratio The security ratio is defined by the Group as the percentage of annual fixed overhead costs covered by gross profit on recurring revenues. This ratio is used by the Group to measure the coverage of annual fixed overhead costs by revenues that do not depend on customer’s investment decisions from one year to the next.
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04 - CONSOLIDATED FINANCIAL STATEMENT 200 Lectra - 2025 Annual Financial Report NOTE 2.28 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS Preparation of the financial statements in accordance with IFRS demands that certain critical accounting estimates be made. Management is also required to exercise its judgment in applying the Group's accounting policies. The areas where the stakes are highest in terms of judgment and complexity, or those where assumptions and estimates are significant in the preparation of the consolidated financial statements concern the determination of the recoverable value of goodwill (see note 6), the valuation of deferred tax assets (see note 13.3), as well as the valuation of minority share purchase commitments (see note 21). NOTE 2.29 TRANSLATION METHODS Translation of financial statements of foreign subsidiaries For Group subsidiaries, the functional currency is generally the local currency, which corresponds to the currency in which the majority of their transactions are denominated. Annual accounts are translated into euros as follows: ■ Assets and liabilities are translated at the o̹cial year-end closing rates; ■ Reserves and retained earnings are translated at historical rates; ■ Income statement items are translated at the average monthly exchange rates for the year for revenues and cost of products and services sold, and at the annual average rate for all other income statement items other than in the case of material transactions; ■ Items in the cash flow statement are translated at the annual average exchange rate. Thus, movements in short-term assets and liabilities are not directly comparable with the corresponding movements in the statement of financial position, due to the currency translation impact, which is not shown at this level, but under a separate heading “E̸ect of changes in foreign exchange rates”; ■ Gains or losses arising from the translation of the net assets of consolidated subsidiaries, and those derived from the use of average exchange rates to determine income or loss, are recognized in “Currency translation adjustment” in other comprehensive income and therefore have no impact on earnings, unless all or part of the corresponding investments are divested. They are adjusted to reflect long-term unrealized gains or losses on internal Group positions. The Group subsidiary located in Turkey uses the euro as its functional currency and is therefore not subject to the IFRS treatment related to the country’s hyperinflation. Translation of items from the statement of financial position denominated in foreign currencies → Third-party receivables and payables Foreign currency purchases and revenues are booked at the average exchange rate for the month in which they are recorded, and may be hedged. Receivables and payables denominated in foreign currencies are translated at the December 31 exchange rate. Unrealized di̸erences arising from the translation of foreign currencies appear in the income statement. Where a currency has been hedged forward, the translation adjustment reflected on the income statement is o̸set by the change in fair value of the hedging instrument. → Inter-company receivables and payables Translation di̸erences on short-term receivables and payables are included in net income using the same procedure as for third-party receivables and payables. Unrealized translation gains or losses on long-term assets and liabilities, whose settlement is neither scheduled nor probable in the foreseeable future, are recorded as a component of other comprehensive income under the heading “Currency translation adjustments” and have no impact on net income, in compliance with the paragraph “Net Investment in a Foreign Operation” of IAS 21. → Exchange rate table of main currencies (equivalent value for one euro) 2025 2024 US dollar Annual average rate 1.13 1.08 Closing rate 1.17 1.04 Chinese yuan Annual average rate 8.11 7.78 Closing rate 8.24 7.47 NOTE 2.30 CONSOLIDATION METHODS The consolidated financial statements fully consolidate the financial statements of the Company and the subsidiaries it controls. The Group controls a subsidiary when it is exposed or has rights to variable earnings due to its links with the entity and its ability to change these earnings owing to the power it holds over the entity. Subsidiaries are fully consolidated from the date of transfer of control over them to the Group. They are removed from consolidation from the date at which it ceases to control them or at which these entities are liquidated. At December 31, 2025, Lectra SA held more than 99% of the voting rights of its subsidiaries except for: ■ TextileGenesis B.V, for which it holds 50.5%; ■ Launchmetrics via its holding company Fashion GPS Inc., in which it holds 63.2%; ■ AQC Industry, in which it holds 44.4%, consolidated under equity method; ■ Six Atomic, for which it holds 17.9%, consolidated under equity method. The entities that are consolidated are designated FC (fully consolidated) or EM (equity method) in the table below. Certain sales and service subsidiaries not material to the Group, either individually or in the aggregate, are not consolidated. Most of the sales activity of these subsidiaries is billed directly by Lectra SA. They are designated NC (non-consolidated) in the table. Companies are consolidated on the basis of local documents and parent company financial statements drawn up in each country and restated in accordance with the aforementioned accounting rules and methods. All intra-Group balances and transactions, together with unrealized profits arising from these transactions, are eliminated upon consolidation. NOTE 2.31 SCOPE OF CONSOLIDATION At December 31, 2025, the Group’s scope of consolidation comprised the parent company, Lectra SA, together with 72 fully consolidated companies, 15 of which come from the acquisition of Launchmetrics and two entities consolidated under equity method. Four companies are not consolidated.
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04 - CONSOLIDATED FINANCIAL STATEMENT 201 Lectra - 2025 Annual Financial Report and methods. All intra-Group balances and transactions, together with unrealized profits arising from these transactions, are eliminated upon consolidation. NOTE 2.31 SCOPE OF CONSOLIDATION At December 31, 2025, the Group’s scope of consolidation comprised the parent company, Lectra SA, together with 72 fully consolidated companies, 15 of which come from the acquisition of Launchmetrics and two entities consolidated under equity method. Four companies are not consolidated. Country % of ownership and control Consolidation method Company 2025 2024 2025 2024 Parent company Lectra SA France Subsidiaries Lectra South Africa (Pty) Ltd South Africa 100.0 100.0 FC FC Lectra Deutschland GmbH(2) Germany 99.9 99.9 FC FC Gerber Technology GmbH Germany 100.0 100.0 FC FC Launchmetrics Germany GmbH Germany 63.2 50.2 FC FC Lectra Australia Pty Ltd Australia 100.0 100.0 FC FC Gerber Technology Pty Ltd Australia 100.0 100.0 FC FC Gerber Technology NV/SA Belgium 100.0 100.0 FC FC Lectra Benelux NV Belgium 99.9 99.9 FC FC Retviews SA Belgium 100.0 100.0 FC FC Lectra Brasil Ltda Brazil 100.0 100.0 FC FC Gerber Scientific International (Cambodia) Co. Ltd Cambodia 100.0 100.0 FC FC Lectra Canada Inc. Canada 100.0 100.0 FC FC Lectra Chile SA Chile 99.9 99.9 NC NC Gerber Scientific International Ltd China 100.0 100.0 FC FC Gerber Scientific (Shanghai) Co. Ltd China 100.0 100.0 FC FC Lectra Systems (Shanghai) Co. Ltd China 100.0 100.0 FC FC Lectra Taiwan Co. Ltd China 99.9 100.0 FC FC Suzhou Lectra Equipment Manufacturing Co China 100.0 100.0 FC FC Lectra Hong Kong Ltd China 99.9 99.9 FC FC Omnitrouw Ltd China 50.5 50.5 FC FC Park Lu China China 63.2 50.2 FC FC Lectra Korea Ltd South Korea 100.0 100.0 FC FC Gerber Scientific International A/S Denmark 100.0 100.0 FC FC Lectra Danmark A/S Denmark 100.0 100.0 FC FC Gerber Technology S.L. Spain 100.0 100.0 FC FC Lectra Sistemas Española SAU Spain 100.0 100.0 FC FC Launchmetrics Spain Spain 63.2 50.2 FC FC Lectra Baltic Oü Estonia 100.0 100.0 FC FC Knife Holding Corporation Inc. United States 100.0 100.0 FC FC AG Finco LLC United States - 100.0 NC FC Gerber Technology LLC United States 100.0 100.0 FC FC Gerber Scientific LLC United States - 100.0 NC FC Lectra USA Inc. United States 100.0 100.0 FC FC AG Holding Mexico LLC United States - 100.0 NC NC Fashion GPS Inc. United States 63.2 50.2 FC FC Park Lu Holding LLC United States 63.2 50.2 FC FC DMR USA Inc. United States 63.2 50.2 FC FC Lectra Suomi Oy Finland 100.0 100.0 FC FC Gerber Technology SAS France 100.0 100.0 FC FC Neteven SA France 100.0 87.0 FC FC Launchmetrics France France 63.2 50.2 FC FC AQC Industry SAS France 44.4 28.9 EM EM DMR APAC Ltd Hong Kong 63.2 50.2 FC FC Park Lu Limited HK Hong Kong 63.2 50.2 FC FC Lectra Technologies India Private Ltd India 100.0 100.0 FC FC Omnitrouw Technologies Pvt Ltd India 50.5 50.5 FC FC
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04 - CONSOLIDATED FINANCIAL STATEMENT 202 Lectra - 2025 Annual Financial Report Country % of ownership and control Consolidation method Company 2025 2024 2025 2024 Gerber Technology Srl Italy 100.0 100.0 FC FC Lectra Italia SpA Italy 100.0 100.0 FC FC Kubix Lab Srl Italy 100.0 100.0 FC FC DMR Srl Italy 63.2 50.2 FC FC Fashion Tree Srl Italy 63.2 50.2 FC FC Visual Box Srl Italy 63.2 50.2 FC FC Lectra Japan Ltd Japan 100.0 100.0 FC FC Gerber Technology Malaysia SDN. BHD. Malaysia 100.0 100.0 FC FC Gerbertec Maroc Sarl Morocco 100.0 100.0 FC FC Lectra Maroc Sarl Morocco 99.4 99.4 FC FC Gerber Technology S. de RL de CV Mexico 100.0 100.0 FC FC Lectra Systèmes SA de CV Mexico 100.0 100.0 FC FC Textile Genesis B.V Netherlands 50.5 50.5 FC FC Lectra Philippines Inc. Philippines 99.8 99.8 NC NC Gerber Technology sp. z o.o. Poland 100.0 100.0 FC FC Gerber Portugal Lda Portugal 100.0 100.0 FC FC Lectra Portugal Lda Portugal 99.9 99.9 FC FC Gemini CAD Systems SA Romania 100.0 75.0 FC FC Retviews Bucharest Srl Romania 100.0 100.0 FC FC DMR Eastern Europe Srl Romania 63.2 50.2 FC FC Launchmetrics Technologies Srl Romania 63.2 50.2 FC FC AG UK Acquireco Ltd United Kingdom 100.0 100.0 FC FC Gerber Scientific UK Ltd United Kingdom 100.0 100.0 FC FC Gerber Technology Ltd United Kingdom 100.0 100.0 FC FC Lectra UK Ltd United Kingdom 99.9 99.9 FC FC DMR Luxury Ltd United Kingdom - 50.2 NC FC Fashion GPS Europe Ltd United Kingdom 63.2 50.2 FC FC Lectra Russia OOO Russia 100.0 100.0 NC NC Lectra Singapore Pte Ltd Singapore 100.0 100.0 NC NC Park Lu PTE. Ltd Singapore - 50.2 NC FC Six Atomic PTE.Ltd Singapore 17.9 17.9 EM EM Lectra Sverige AB Sweden 100.0 100.0 FC FC Lectra Tunisie SA Tunisia 99.8 99.8 FC FC Lectra Tunisie CP Sarl Tunisia 100.0 100.0 FC FC Glengo Lectra Teknoloji AS Turkey 100.0 75.0 FC FC Gerber Scientific International (Vietnam) Co. Ltd Vietnam 100.0 100.0 FC FC Công Ty TNHH Lectra Vietnam Vietnam 100.0 100.0 FC FC (1) FC: Fully consolidated - EM: Equity method - NC: not consolidated. (2) Lectra GmbH applies the exemption provisions of section 264 (3) of the German Commercial Code, as all necessary conditions have been met. → Acquisition of Launchmetrics On January 9, 2024, the Group announced the signature of an agreement to acquire the majority of the capital and voting rights of the American company Launchmetrics. The transaction was finalized on January 23, 2024. It involved, in 2024, the acquisition of 50.2% of Launchmetrics’ share capital and voting rights for an amount of $83,172 thousand (€77,043 thousand). The acquisition of the remaining share capital and voting rights (minority shares purchase commitment – with cross puts and calls) will take place in five phases in 2025 (paid in June of this year), 2026, 2027, 2028 and 2030. It will bring the total cost of the acquisition to an estimated amount, at the initial date of the acquisition, between $200 and 240 million, based on an expected double-digit growth of both recurring revenues and EBITDA before non-recurring items, over the 2024-2029 period. The purchase price accounting is in the process of being finalized, and the main impacts on the Group financial statements to date are as follows: ■ Recording of 100% of total net assets at the acquisition date of $37,851 thousand (€34,761 thousand at the January 23, 2024 exchange rate), resulting from: - intangible assets relating to customer relationships, technology, data base and trademark for the respective amounts of $38,700; $20,100; $16,500 and $3,500 thousand (€35,540; €18,458; €15,152 and €3,214 thousand, respectively, at January 23, 2024 exchange rate); - a deferred tax liability related to these intangible assets of $20,488 thousand (€18,815 thousand at January 23, 2024 exchange rate); - a negative $20,461 thousand of net acquired asset (€18,790 thousand at January 23, 2024 exchange rate);
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04 - CONSOLIDATED FINANCIAL STATEMENT 203 Lectra - 2025 Annual Financial Report ■ Recording of non-controlling interests (“partial goodwill” method), valued at their share in the net assets (i.e. 49.8% of the total net assets above), for $18,850 thousand (€17,311 thousand at the January 23, 2024 exchange rate); ■ Recording of a goodwill of $64,170 thousand (€59,593 thousand at January 23, 2024 exchange rate); ■ Recording of a debt to recognize the minority shares purchase commitment, with a counterpart in shareholders' equity, Group share, booked for a total amount of €114.7 million (€105.3 million at January 23, 2024 exchange rate), before discounting impact, classified as non-current liabilities. Launchmetrics has been fully consolidated since January 23, 2024. If the acquisition by Lectra had been completed on January 1, 2024, the proforma revenue, EBITDA before non-recurring items, and net income of Launchmetrics for the 2024 fiscal year would have respectively amounted to: €43.7; €7.2; and -€2.5 million. The second phase of the buyback of minority shares occurred in June 2025 for an amount of $23.8 million, increasing Lectra voting rights to 63.2%. At December 31, 2025, the debt corresponding to the minority share purchase commitment amounted to $78.0 million before discounting impact (€66.4 million at the December 31, 2025 exchange rate). → Acquisition of a minority interest in Six Atomic Following the signing of an agreement on September 16, 2024, Six Atomic carried out a capital increase of $2,500 thousand, reserved for Lectra, allowing it to acquire 17.9% of the company's shares and voting rights. Lectra also holds options for progressively increasing its stake in the company in order to support its development. Founded in 2020, Six Atomic develops and sells SaaS solutions based on Artificial Intelligence, particularly generative intelligence, to streamline and accelerate the garment design and development process for the fashion market. The Group will have two representatives on Six Atomic's Board of Directors, which is composed of five members in total. This representation on the Board of Directors allows Lectra to exert significant influence over Six Atomic's strategic decisions. The interest in Six Atomic has been accounted for using the equity method in the consolidated financial statements since September 16, 2024. → Acquisition of a minority interest in AQC Industry (AQC) Following the signing of an agreement on October 7, 2024, AQC carried out a capital increase of €1,299 thousand, reserved for Lectra, allowing it to acquire 28.9% of the company's shares and voting rights. Lectra also holds options for progressively increasing its stake in the company in order to support its development. Founded in 2019, AQC is a French company which develops and sells SaaS solutions based on Artificial Intelligence and innovative equipment for automatic textile defect recognition powered by machine learning algorithms. AQC thus aims to accelerate the textile quality control processes, which are still largely manual and rely on the expertise of highly skilled operators. On December 19, 2025, AQC carried out a capital increase of €1.4 million, reserved for Lectra, allowing it to acquire an additional 15.5% of the company’s shares and voting rights. Following this acquisition, Lectra holds 44.4% of the company’s shares and voting rights. The interest in AQC Industry SAS has been consolidated using the equity method in the consolidated financial statements, since October 7, 2024. → Minority shares purchase commitments During the acquisition of TextileGenesis and Launchmetrics, the Group did not acquire 100% of the capital and voting right at one, but committed to later purchases (sometimes staggered), with cross puts and calls. This entails the recording of a liability (short- or long-term, depending on the scheduling of the options). The Group has finalized an agreement regarding the acquisition of the remaining minority interests in Neteven and Glengo Lectra Teknoloji for €3.3 and €1.7 million, respectively. The payment for Glengo Lectra Teknoloji's minority shares took place in June 2025, and that for Neteven occurred in September 2025. These two companies have been fully consolidated since June 30, 2025. There was no other change in the scope of consolidation in 2025, nor in 2024. → Non-consolidated entities Four sales and services subsidiaries were not consolidated, being immaterial both separately and combined. On December 31, 2025, their combined revenues amounted to €2.9 million, and their combined assets amounted to €3.5 million. They had no financial debt outside of the Group. Most of the sales activity of these subsidiaries is billed directly by Lectra SA. Transactions with these subsidiaries correspond mainly to purchases made from Lectra SA for their local business, and to fees and commissions billed to Lectra SA for their operation when they act as agents. The amount of these transactions was not significant on December 31, 2025. NOTE 3 RISK MANAGEMENT POLICY The analysis of the risks indicated in these notes to the consolidated financial statements is described in more detail in the Board of Directors' Management Discussion and Analysis, in chapter 3 "Control environment and risk factors" and in section 1.7 "Double materiality assessment" of the Sustainability Report, which should be referred to. NOTE 3.1 SPECIFIC FOREIGN EXCHANGE RISKS – DERIVATIVE FINANCIAL INSTRUMENTS Exchange rate fluctuations impact the Group at two levels. → Competitive and market impact The Group sells its products and services in global markets. It manufactures its equipment in France, in the United States and in China, whereas its main competitors manufacture their equipment in China. As a result, their production costs are primarily in Chinese yuan, while those of the Group are for more than a half in euros. In fashion, a lot of European and American customers have relocated their production abroad and major currency fluctuations – especially between the yuan, the dollar and the euro – encourage them to adjust their sources of supply. On the other hand, automotive and furniture customers generally sell in the same currencies as the countries or regions in which they produce, so fluctuations in those currencies would have little impact on them. → Currency translation impact On the income statement, as accounts are consolidated in euros, revenues, gross profit, and income from operations of a subsidiary conducting its business in a foreign currency are mechanically a̸ected by exchange rate fluctuations when translated into euros. In the statement of financial position, this refers primarily to foreign currency accounts receivable by the Company from its subsidiaries and customers for direct sales are recorded in original currencies. The risk relates to the variation between exchange rates at billing date and those at collection date. This impact is recognized in “Foreign
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04 - CONSOLIDATED FINANCIAL STATEMENT 204 Lectra - 2025 Annual Financial Report exchange income (loss)” in the income statement. Currency hedges are fully made by the Company. The Group seeks to protect all of its foreign currency receivables and debts as well as, when on economically reasonable terms, future cash flows against currency risk. Hedging decisions take into account currency risks and trends where these are likely to significantly impact the Group’s financial condition and competitive situation. The bulk of foreign currency risks concerns the US dollar. The Group generally seeks to hedge the risk arising in respect of its net operational exposure to the US dollar (revenues less all expenses denominated in US dollars or strongly correlated currencies) by purchasing dollar puts (or euro calls) or by forward currency contracts, when justified by the cost of the hedge. This was the case in 2025. The Group’s statement of financial position exposure, for Lectra legacy entities, is monitored in real time. The Company also hedges the inter-company balance sheet positions between Gerber’s legacy entities. For that, it uses forward currency contracts to hedge all relevant receivables and debts. Consequently, all changes in the value of these instruments o̸set foreign exchange gains and losses on the re-measurement of receivables and debts. NOTE 3.2 INTEREST RATE RISK The Group's exposure to interest rate fluctuations comes only from the variable rate loan taken out on June 27, 2024 (see note 22). The evolution of interest rates is monitored regularly, and the Group may decide to use financial instruments (interest rate swaps, options, etc.) to mitigate the impact on the cost of its loan. The Group follows a conservative short-term investment policy for its excess cash, which is placed in negotiable certificates of deposit issued by the Group's banks or in interest bearing accounts, either on demand or for a fixed term. NOTE 3.3 CUSTOMER DEPENDENCY RISK There is no material risk of dependence on any particular customer to the extent that no individual customer has represented more than 4% of consolidated revenues over the three-year period 2023-2025. The Company’s 10 largest customers combined represented less than 15% of revenues, and the top 20 customers, less than 20%. NOTE 3.4 CREDIT AND COUNTERPARTY RISK The Group pays close attention to the security of payment for the systems and services delivered to its customers. It manages this credit risk via a range of procedures, which include in particular preventively analyzing its customers’ solvency and providing for the strict and systematic application of several measures for dealing with customers in arrears. The Group’s exposure to counterparty risk is very low. It arises from its cash holdings, only consisting in interest-bearing sight accounts held with blue-chip banks, and contracts entered into within the framework of its policy on foreign exchange risk hedging, negotiated exclusively in France with the Company’s three banks. The corresponding asset values are monitored regularly. NOTE 3.5 LIQUIDITY RISK The main indicator monitored by the Group Executive Management in order to measure a possible liquidity risk is available cash. This indicator is compared against cash forecasts over a three-month time horizon. Throughout the term of the loan entered into on June 27, 2024, the Group is subject to compliance with a covenant relating to the ratio of net financial debt to EBITDA (leverage ratio) at December 31 and June 30 of each year. Breach of the covenant would permit the lender to demand repayment of the full amount outstanding. These conditions are set out in note 22. The Group was in compliance with the covenant at June 30 and December 31, 2025. In view of these factors and the cash flows that the Group expects to generate (due in particular to a structurally negative working capital requirement), the risk that the Group may have to contend with a short-term cash shortage is close to zero (see note 22.5). NOTE 3.6 RISKS RELATED TO THE EFFECTS OF CLIMATE CHANGE Given its activity, and the concentration of a large part of its industrial operations at its Bordeaux-Cestas (France), Tolland (United States), and Suzhou (China) sites, the Group does not consider the risks related to the e̸ects of climate change to be material. However, it cannot exclude that, in some parts of the world, extreme climate events could have an impact on its customers, their activity and their investment decisions. This risk is minimized, however, by the location of Lectra’s activity across the entire world. Thus, the Group concluded there would be no impact coming from the e̸ects of climate change in its financial statements. This topic is further detailed in the Sustainability Report. NOTE 4 DIVIDEND DISTRIBUTION The Board of Directors proposes to the Shareholders' Meeting of April 29, 2026 the distribution of a dividend of €0.35 per share in 2026, in respect of the 2025 fiscal year. The Company paid a dividend of €0.40 per share in 2025 in respect of the 2024 fiscal year. NOTE 5 POST-CLOSING EVENTS None.
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04 - CONSOLIDATED FINANCIAL STATEMENT 205 Lectra - 2025 Annual Financial Report 5. Notes to the statement of consolidated financial position NOTE 6 GOODWILL The acquisition, in January 2024, of 50.2% of Launchmetrics led to a goodwill of $64,170 thousand (€59,593 thousand at January 23, 2024 exchange rate). No other acquisition or liquidation was made in fiscal years 2025 or 2024. 2025 2024 Carrying value at January 1 369,470 297,306 Change in scope of consolidation(1) - 60,160 Exchange rate di̸erences (24,007) 12,004 Carrying value at December 31 345,464 369,470 (1) Integration of Launchmetrics in 2024, see note 2.31. Impairment tests: parameters used Goodwill shown in the statement of financial position was subjected to impairment testing in December 2025. The projections used are based on the 2026-2028 plan for each region based on 2025 figures and on forecast trends in each market concerned and, beyond 2028, on a projection to infinity using a 2% annual growth rate assumption. Future flows after tax are discounted using the weighted average cost of capital. The discount rates adopted di̸er depending on the region to take into account uncertainties related to di̸erent local economic environments. They break down as follows: ■ The cost of capital is determined on the basis of an estimated risk- free rate for each region plus a market risk premium of 5% adjusted for the sector’s beta; ■ A specific risk premium has been computed for each region. This varies between 1.0% and 1.5% depending on the estimated risk attached to fulfilment of the 2026-2028 plan; ■ The normative cost of debt is determined on the basis of the margin applied by the banks for the calculation of interest on the bank loan taken out by the Company in June 2024. Impairment tests: results The resulting estimates of the value in use of goodwill components for the 2025 year end closing have not led to any impairment, as in 2024. An identical valuation of the regions would result from applying a pre- tax discount rate to pre-tax cash flows. Impairment tests: sensitivity analyses No reasonably possible variation could lead to an impairment. Indeed, the following sensitivity calculations have been performed: ■ A 1 percentage point rise in the discount rate; ■ A 1 percentage point decline relative to the revenue growth assumptions for each region used in the drawing up of the 2026- 2028 plan; ■ A 1 percentage point decline in the gross profit assumptions used in the drawing up of the 2026-2028 plan; ■ A 1 percentage point decline in the long-term growth rate to infinity (from 2% to 1%). None of these calculations would entail any impairment of goodwill. At December 31, 2025, goodwill and discount rates used in impairment testing were allocated as follows among the di̸erent regions: 2025 2024 Discount rate Goodwill Discount rate Goodwill Americas 11.31% 138,448 10.23% 150,559 Asia – Pacific 10.70% 57,217 10.48% 62,333 Europe, Middle East & Africa 11.82% 149,798 11.42% 156,578 Total 345,464 369,470 NOTE 7 OTHER INTANGIBLE ASSETS 2025 Internal software and developments Technology, patents and trademarks Customer relationships Other Total Gross value at January 1, 2025 40,959 111,030 124,169 1,035 277,195 External purchases 547 233 - 30 2,359 Internal developments 6,790 - - - 5,241 Write-o̸s and disposals (1) (56) - - (57) Transfers (3) 3 - - (0) Exchange rate di̸erences (662) (9,490) (10,659) (26) (20,837) Gross value at December 31, 2025 47,631 101,720 113,510 1,040 263,900 Amortization at December 31, 2025 (34,049) (42,211) (31,091) (1,020) (108,371) Net value at December 31, 2025 13,582 59,509 82,419 20 155,529
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04 - CONSOLIDATED FINANCIAL STATEMENT 206 Lectra - 2025 Annual Financial Report 2024 Internal software and developments Technology, patents and trademarks Customer relationships Other Total Gross value at January 1, 2024 37,102 69,464 83,278 981 190,825 External purchases 1,528 480 - 56 2,064 Internal developments 2,172 - - - 2,172 Change in scope of consolidation(1) 574 37,058 35,540 0 73,173 Write-o̸s and disposals (465) (422) - (12) (899) Transfers (239) 239 - - (0) Exchange rate di̸erences 287 4,211 5,350 13 9,861 Gross value at December 31, 2024 40,959 111,030 124,169 1,035 277,195 Amortization at December 31, 2024 (31,509) (32,224) (24,535) (890) (89,158) Net value at December 31, 2024 9,450 78,805 99,634 145 188,036 (1) Integration of Launchmetrics in 2024 (see note 2.31) Changes in depreciation: 2025 Internal software and developments Technology, patents and trademarks Customer relationships Other Total Amortization at January 1, 2025 (31,509) (32,224) (24,535) (890) (89,158) Amortization charges (2,995) (13,939) (9,147) (135) (26,217) Amortization write-backs - 56 - - 56 Exchange rate di̸erences 455 3,896 2,592 5 6,947 Amortization at December 31, 2025 (34,049) (42,211) (31,091) (1,020) (108,371) 2024 Internal software and developments Technology, patents and trademarks Customer relationships Other Total Amortization at January 1, 2024 (29,106) (17,753) (14,079) (873) (61,811) Amortization charges (2,664) (13,707) (9,366) (13) (25,751) Amortization write-backs 452 422 - - 874 Exchange rate di̸erences (191) (1,186) (1,089) (4) (2,470) Amortization at December 31, 2024 (31,509) (32,224) (24,535) (890) (89,158) Internal software and developments As part of an ongoing process to upgrade and reinforce its information systems, in 2024 and 2025 the Group purchased licenses for new information management software together with additional licenses for software already in use. Investments concerned the cost of developing and configuring this software. 2025 was notably impacted by the expenses incurred for the acquisition of the Group's new ERP. This project, which began in 2024, is expected to take around seven years. Write-o̸s and disposals of intangible assets mainly concern the scrapping of obsolete software. Technology, patents and trademarks This item includes the impacts of acquisition method accounting for Gerber, Neteven, Gemini, TextileGenesis and Launchmetrics, including the following values (carrying values at the December 31, 2025 closing rate): ■ Gerber brand: €17,730 thousand; ■ Technologies: €28,191 thousand (of which €15,789 thousand for Gerber technologies and €12,402 thousand for Launchmetrics). Customer relationships This caption solely includes the valuation of Gerber, Glengo, TextileGenesis and Launchmetrics customer relationships, as identified during the acquisition method accounting.
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04 - CONSOLIDATED FINANCIAL STATEMENT 207 Lectra - 2025 Annual Financial Report NOTE 8 LEASING RIGHT-OF-USE ASSETS The following table sets out leasing right-of-use by category: 2025 Premises Company cars Equipment and other Total Gross value at January 1, 2025 50,619 11,277 1,333 63,229 New contracts 2,556 2,465 498 5,519 Modification of existing contracts 189 140 26 355 Disposals (1,491) (2,466) (288) (4,245) Exchange rate di̸erences (3,161) (60) (100) (3,321) Gross value at December 31, 2025 48,712 11,356 1,469 61,537 Amortization at December 31, 2025 (35,039) (5,854) (641) (41,534) Net value at December 31, 2025 13,673 5,502 828 20,004 2024 Premises Company cars Equipment and other Total Gross value at January 1, 2024 45,411 9,570 945 55,926 New contracts 6,043 4,916 782 11,741 Change in scope of consolidation(1) 1,305 66 20 1,392 Modification of existing contracts (887) 284 7 (595) Disposals (2,703) (3,562) (447) (6,713) Exchange rate di̸erences 1,450 2 26 1,479 Gross value at December 31, 2024 50,619 11,277 1,333 63,229 Amortization at December 31, 2024 (29,204) (5,115) (559) (34,878) Net value at December 31, 2024 21,414 6,162 774 28,351 (1) Integration of Launchmetrics in 2024 (see note 2.31). Information on lease liabilities is set out in note 20. The Tolland lease (United States), inherited from the Gerber acquisition in 2021, was signed for a lease amount now grossly above local market prices, leading to a decrease in the valuation of the associated right-of-use asset at the acquisition date; this valuation was still valid at December 31, 2025. In 2025, depreciation, amortization and impairment of premises included the impairment of a New York right-of-use asset for €2,795 thousand. NOTE 9 PROPERTY, PLANT AND EQUIPMENT 2025 Land and buildings Fixtures and fittings Equipment and other Assets under construction Total Gross value at January 1, 2025 15,539 26,095 37,380 427 79,442 Additions - 1,134 1,722 994 3,850 Write-o̸s and disposals - (7) (727) - (734) Transfers - 191 108 (332) (33) Exchange rate di̸erences (59) (757) (558) (2) (1,376) Gross value at December 31, 2025 15,480 26,656 37,925 1,088 81,149 Depreciation at December 31, 2025 (8,296) (19,636) (31,517) - (59,450) Net value at December 31, 2025 7,184 7,020 6,409 1,088 21,700 2024 Land and buildings Fixtures and fittings Equipment and other Assets under construction Total Gross value at January 1, 2024 15,585 25,536 35,707 484 77,312 Additions - 501 1,717 348 2,566 Change in scope of consolidation(1) - 13 358 - 371 Write-o̸s and disposals - (264) (1,044) - (1,308) Transfers - (28) 432 (405) (0) Exchange rate di̸erences (46) 337 211 - 502 Gross value at December 31, 2024 15,539 26,095 37,380 427 79,442 Depreciation at December 31, 2024 (8,054) (18,060) (29,898) - (56,012) Net value at December 31, 2024 7,485 8,035 7,483 427 23,430 (1) Integration of Launchmetrics in 2024 (see note 2.31). Changes in depreciation:
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04 - CONSOLIDATED FINANCIAL STATEMENT 208 Lectra - 2025 Annual Financial Report 2025 Land and buildings Fixtures and fittings Equipment and other Total Depreciation at January 1, 2025 (8,054) (18,060) (29,899) (56,012) Additional depreciation (254) (2,042) (2,557) (4,853) Write-o̸s and disposals - 4 524 528 Transfers - 14 - 14 Exchange rate di̸erences 11 449 414 874 Depreciation at December 31, 2025 (8,296) (19,636) (31,518) (59,450) 2024 Land and buildings Fixtures and fittings Equipment and other Total Depreciation at January 1, 2024 (7,814) (16,237) (27,462) (51,512) Additional depreciation (258) (2,077) (2,856) (5,191) Write-o̸s and disposals 11 276 723 1,010 Transfers - 154 (154) 0 Exchange rate di̸erences 7 (176) (150) (318) Depreciation at December 31, 2024 (8,054) (18,060) (29,898) (56,012) Land and buildings Land and buildings pertain mostly to the industrial facilities in Bordeaux-Cestas (France), amounting to a gross value of €10,454 thousand, net of investment subsidies received and to a net value of €6,223 thousand at December 31, 2025. They also include the o̹ces of Lectra Korea, located in Seoul, purchased on May 1, 2014, for a net amount of €571 thousand at the December 31, 2025 closing rate. The facilities in Bordeaux-Cestas cover an area of 11.6 hectares (28.7 acres) and the buildings represent 33,466 m2 (360,225 ft2). Investments are made on a regular basis on the Bordeaux-Cestas facilities, mainly related to the extension and rehabilitation of buildings. At December 31, 2025, the land (non-depreciable) has a total gross value of €915 thousand. The total gross value of buildings is €14,589 thousand, depreciated in the amount of €8,320 thousand. Fixtures and fittings Fixtures and fittings refer to the Bordeaux-Cestas industrial facility and the fittings installed in all Group subsidiaries for a gross amount of €26,656 thousand and a net amount of €7,020 thousand at December 31, 2025. Investments have been made in fixtures and fittings in 2025 and 2024 throughout the Group. In 2025, as in 2024, these mostly related to building renovations. Equipment and other property, plant and equipment Materials and other property, plant and equipment purchased in 2025 and 2024 mainly concerned computer equipment and manufacturing molds and tools for the Bordeaux-Cestas industrial facility. NOTE 10 INVESTMENTS IN ASSOCIATES At December 31, 2025, investments in associates represent the equity-accounted value of Six Atomic and AQC Industry SAS. (En milliers de devises) 2025 2024 Equity interests at the opening date 3,854 - Entry into the scope - 3,764 Capital increase 1,400 - Share of result of associates (353) (76) Translation adjustment (287) 166 Equity interests at the closing date 4,614 3,854
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04 - CONSOLIDATED FINANCIAL STATEMENT 209 Lectra - 2025 Annual Financial Report NOTE 11 OTHER NON-CURRENT ASSETS 2025 Non-consolidated investments in subsidiaries Research tax credit receivable Other non-current financial assets Total Gross value at January 1, 2025 2,256 7,724 4,266 14,246 Additions - 7,322 9,402 16,724 Disposals - - (10,024) (10,024) Discounting e̸ect - (296) - (296) Reclassification - (1,769) 1,695 (74) Exchange rate di̸erences - - (325) (325) Gross value at December 31, 2025 2,256 12,982 5,014 20,251 Impairment provision at December 31, 2025 (1,168) - - (1,168) Net value at December 31, 2025 1,089 12,982 5,014 19,083 2024 Non-consolidated investments in subsidiaries Research tax credit receivable Other non-current financial assets Total Gross value at January 1, 2024 2,256 12,890 4,173 19,318 Additions - 427 5,531 5,958 Change in scope of consolidation(1) - - 381 381 Disposals - - (5,976) (5,976) Discounting e̸ect - 324 - 324 Reclassification - (5,917) - (5,917) Exchange rate di̸erences - - 157 157 Gross value at December 31, 2024 2,256 7,724 4,266 14,246 Impairment provision at December 31, 2024 (1,168) - - (1,168) Net value at December 31, 2024 1,087 7,724 4,266 13,078 (1) Integration of Launchmetrics in 2024 (see note 2.31). Investments in subsidiaries “Investments in subsidiaries” exclusively concern companies not included in the scope of consolidation. At December 31, 2025, four sales and service legacy subsidiaries were not consolidated, their revenues being immaterial both separately and in the aggregate. They act as commercial representatives. Most of these subsidiaries’ sales activity is billed directly by the Company (see note 12). Research tax credit The Group presents separately the current and non-current part of the income tax receivable related to the French research tax credit. Thus, the portion corresponding to the research tax credit accounted for and not deducted from the corporate income tax in the past three years, and that will be repaid to the Group within the course of the second year (for the research tax credit recorded two years ago), third year (for the research tax credit recorded one year ago) and fourth year (for the research tax credit recorded in the past year), is presented within other non-current assets. Note 16 describes the principles for accounting of the research tax credit receivable. Other non-current financial assets Other non-current financial assets at December 31, 2025 primarily consisted of deposits and guarantees for €2,219 thousand (€4,319 thousand at December 31, 2024), together with the amount of €322 thousand placed by the Company at the disposal of Natixis Oddo BHF, along with Company shares held under the liquidity agreement (see note 17.2). The cumulative amount of all transactions on treasury shares by Natixis Oddo BHF under the liquidity agreement is shown in additions (in case of sales of shares) and disposals (in case of purchases of shares) of other non-current financial assets (see note 17.2). The movements for the period also concern cash exchanged between the Company and Natixis Oddo BHF, under the liquidity agreement managed by the latter.
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04 - CONSOLIDATED FINANCIAL STATEMENT 210 Lectra - 2025 Annual Financial Report NOTE 12 RELATED-PARTY TRANSACTIONS The amounts below refer to fiscal year 2025 (or 2024) or December 31, 2025 (or 2024), as applicable. Type of transaction Items concerned in consolidated financial statements Non-consolidated subsidiaries concerned 2025 2024 Receivables(1) Trade accounts receivable Lectra Philippines Inc. (Philippines) - 50 Lectra Chile SA (Chile) - 15 Payables(1) Trade payables and other current liabilities Lectra Singapore Pte Ltd (Singapore) (1,317) (1,178) Lectra Chile SA (Chile) (5) 0 Lectra Philippines Inc. (Philippines) (6) (15) Sales(2) Revenues Lectra Chile SA (Chile) 25 97 Lectra Philippines Inc. (Philippines) 211 165 Commissions(2) Selling, general and administrative expenses Lectra Singapore Pte Ltd (Singapore) - (7) Personnel invoiced(2) Selling, general and administrative expenses Lectra Singapore Pte Ltd (Singapore) (946) (959) Dividends(2) Financial income Lectra Chile SA (Chile) - 88 Lectra Philippines Inc. (Philippines) - 298 (1) Amounts in brackets represent a liability in the statement of financial position; absence of brackets represents an asset. (2) Amounts in brackets represent an expense for the fiscal year; absence of brackets represents income for the fiscal year. All of the parties concerned are non-consolidated subsidiaries acting either as agents or distributors of the Company’s products in their respective countries. The transactions in question mainly concern purchases to the parent company for the purposes of their local operations or charges and commissions billed to the parent company in order to cover their overheads when they act as agents, as is generally the case with new systems sales. Transactions with Directors and senior executives are limited to compensation, details of which are provided in notes 32.5 and 32.6. NOTE 13 TAXES NOTE 13.1 TAXES IN THE FISCAL YEAR 2025 2024 Current tax income (expense) (11,039) (13,294) Deferred tax income (expense) 7,931 2,404 Net tax income (expense) (3,108) (10,890) The research tax credit (crédit d’impôt recherche) applicable in France is deducted from R&D expenses (see note 30). It amounts to €4,128 thousand in 2025 (€5,743 thousand in 2024). This tax credit is therefore not included in the net tax charge for the two fiscal years presented here. The deferred tax income in 2025 mainly corresponds to the activation of the tax loss carryforwards of Launchmetrics France and Neteven. The Group is not subject to Pillar 2 international tax reform obligations as the consolidated revenues are below the required threshold. NOTE 13.2 EFFECTIVE TAX RATE 2025 2024 Income before tax 29,063 40,599 Standard rate of corporate income tax in France 25.0% 25.0% Expense at standard rate of corporate income tax in France (7,266) (10,150) E̸ect of other countries' di̸erent tax rates 412 10 E̸ect of unrecognized deferred tax assets 1,609 (2,353) Recognition of deferred tax assets for tax loss carryforwards(1) 4,582 - E̸ect of tax credits(2) 1,395 1,200 E̸ect of CVAE (282) (288) E̸ect of tax litigations provisions (47) 418 E̸ect of other non taxable income and non deductible expenses(3) (1,535) 181 Others(4) (1,976) 92 Net tax income / (expense) (3,108) (10,890) Consolidated e̸ective tax rate 10.7% 26.8% (1) Mainly corresponds to the activation of the Launchmetrics France and Neteven tax loss carryforwards. (2) This mainly includes the non-taxation of the research tax credit, included in the income before tax. (3) This mainly corresponds to income or expenses for the fiscal year that will never be subject to taxation or tax deduction, including in particular the neutralization for tax purposes of some consolidation entries. (4) Essentially includes the e̸ects of Gerber's American tax integration of its foreign subsidiaries.
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04 - CONSOLIDATED FINANCIAL STATEMENT 211 Lectra - 2025 Annual Financial Report NOTE 13.3 DEFERRED TAXES Owing to perspectives of future profits for the subsidiaries, related to their risks and functions profiles, the Group generally considers five years to be a reasonable period for the utilization of tax losses. Beyond that period, because forecasts of activity levels are deemed insu̹ciently reliable, the corresponding portion of their bases is not recognized. Forecasts made in order to determine the timetable for the utilization of deferred tax losses, based on assumptions consistent with those used in the impairment tests, were established on the basis of a Group three-year plan, extrapolated to five years, subject to annual review, with variants according to the strategic objectives of each of the subsidiaries concerned and allowing for the cyclical di̹culties and macroeconomic environment in which it operates. In the case of Gerber entities, the amount of deferred tax was identified in the acquisition of June 1, 2021, with a reversal horizon of fifteen years, which allows for a compensation of deferred tax assets on a longer basis. A specific calendar for utilization of tax losses carried forward was set out, in order to record only the deferred tax assets for which future utilization is predictable, even after five years. At December 31, 2025, unrecognized deferred tax assets totaled €17,130 thousand (€21,272 thousand at December 31, 2024), of which €8,499 thousand for Launchmetrics entities and €6,685 thousand for Gerber entities. Deferred tax on unrecognized tax loss carryforwards amounted to €25,755 thousand (including €8,499 thousand for Launchmetrics entities and €15,365 thousand for Gerber entities), tax losses mainly located in France (€9,946 thousand for Launchmetrics France and Neteven), in the USA (€13,575 thousand), and in the United Kingdom (€1,534 thousand). The share of deferred taxes directly recognized in other comprehensive income for the fiscal year represented a negative amount of €166 thousand corresponding to the tax e̸ect of changes in the fair value of financial instruments and actuarial gains and losses on retirement benefit obligations (a negative amount of €16 thousand in 2024). Deferred taxes are listed below according to the type of timing di̸erence: 2025 Tax losses carry-forward Fixed assets and IFRS 16 Impairment of accounts receivable Write-down of inventories Other timing di̸erences Total Total at January 1, 2025 9,288 (32,768) 904 4,362 12,450 (5,764) P&L impact 4,582 3,877 (87) 39 (482) 7,931 Other comprehensive income impact - - - - (166) (166) Exchange rate di̸erences (1,049) 2,360 (71) (281) (935) 23 Total at December 31, 2025 12,820 (26,530) 746 4,119 10,867 2,024 2024 Tax losses carry-forward Fixed assets and IFRS 16 Impairment of accounts receivable Write-down of inventories Other timing di̸erences Total Total at January 1, 2024 11,900 (16,712) 1,074 3,669 10,928 10,859 Change in scope of consolidation(1) - (18,832) - 174 (157) (18,815) P&L impact (3,214) 3,956 (194) 392 1,464 2,404 Other comprehensive income impact - - - - (16) (16) Exchange rate di̸erences 602 (1,180) 24 127 231 (196) Total at December 31, 2024 9,288 (32,768) 904 4,362 12,450 (5,764) (1) Integration of Launchmetrics in 2024 (see note 2.31). Other timing di̸erences comprise mainly timing di̸erences related to provisions for retirement benefit obligations, as well as timing di̸erences due to invoicing in some subsidiaries (corporate income tax based on invoicing and not revenues). NOTE 13.4 SCHEDULE OF RECOGNIZED TAX LOSS CARRY- FORWARDS Expiration date Up to 2026 Between 2027 and 2031 Beyond 2031 Total Deferred tax assets on tax losses (1) 32 72 5,440 5,545 (1) The above expiration date corresponds to the maximum period of utilization. Recognized deferred tax assets are expected to be utilized within a period of one to five years. NOTE 14 INVENTORIES 2025 2024 Raw materials 58,956 64,890 Finished goods and work-in-progress(1) 17,322 18,578 Inventories, gross value 76,278 83,468 Raw materials (14,229) (14,561) Finished goods and work-in-progress(1) (5,950) (5,484) Write-downs (20,179) (20,045) Raw materials 44,727 50,329 Finished goods and work-in-progress(1) 11,372 13,094 Inventories, net value 56,099 63,423 (1) Including demonstration and second-hand equipment. In 2025, €481 thousand of inventory fully written-down was scrapped (€858 thousand in 2024), thereby diminishing the gross value and write-downs by the same amount. Inventory write-downs recognized under expenses amounted to €3,506 thousand (€6,288 thousand in 2024). Reversals of previous write-downs relating to sales transactions amounted to €2,471 thousand (€4,288 thousand in 2024), booked against the charges for the period.
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04 - CONSOLIDATED FINANCIAL STATEMENT 212 Lectra - 2025 Annual Financial Report NOTE 15 TRADE ACCOUNTS RECEIVABLE 2025 2024 Trade accounts receivable, gross value 89,660 106,545 Provision for impairment (4,132) (3,944) Trade accounts receivable, net value 85,528 102,601 Trade accounts receivable at December 31, 2025 include a significant proportion of the €111,925 thousand, excluding taxes, from recurring contracts, other services and equipment billed in advance for 2026, but not yet collected (compared with €111,845 thousand, excluding taxes, at December 31, 2024 in respect of fiscal year 2025), and for which the counterpart is recorded in Deferred revenues (see note 24). Recurring contracts are generally payable on the first day of the period they cover. Thus, at December 31, 2025, trade accounts receivable, net of deferred revenues and provision for impairment, amounted to a negative €26,397 thousand (a negative €9,244 thousand at December 31, 2024). It should be noted that contract assets, which would be invoices to be issued for the Group, are integrated in the “Trade accounts receivable” line and do not represent a significant amount. The Group recognizes an impairment expense on trade accounts in light of an individual analysis of overdue accounts receivable and lifetime expected credit losses. Changes in impairment charges are analyzed below: 2025 2024 Impairment at January 1 (3,944) (4,070) Additional impairment (2,291) (1,057) Write-back of impairment 1,967 1,863 Change in scope of consolidation(1) - (602) Exchange rate di̸erences 136 (79) Impairment at December 31 (4,132) (3,944) (1) Integration of Launchmetrics in 2024 (see note 2.31). Changes in impairment of gross accounts receivable and related accounts, net of irrecoverable receivables, are recognized under “Selling, general and administrative expenses” in the income statement, on the line “Net operating provisions” (see note 33). Schedule of gross receivables by maturity: 2025 2024 Receivables not yet due 60,877 73,545 Receivables overdue by: 28,783 33,000 - less than 1 month 12,124 12,598 - 1-3 months 6,114 9,279 - more than 3 months 10,545 11,123 Total 89,660 106,545 The majority of the provisions for impaired receivables amounting to €4,132 thousand at December 31, 2025 concerned accounts more than three months overdue. NOTE 16 OTHER CURRENT ASSETS 2025 2024 Research tax credit(1) 2,451 5,967 Other tax receivables 4,049 4,689 Income tax down-payments 9,662 4,646 Sta̸ and social security receivables 350 456 Other current assets 12,433 12,535 Total other current assets 28,945 28,293 (1) The current portion of the research tax credit corresponds to the amount receivable in less than one year. Research tax credit When the research tax credit applicable in France recognized in the year cannot be deducted from the corporate income tax, it is treated as a receivable on the French tax administration. If unused in the three following years, it is historically repaid to the Company in the fourth year. Owing to that, the Group now presents separately the current and non-current (to be repaid in over a year) part of the income tax receivable related to the French research tax credit (see note 11). The research tax credit (€4,211 thousand) for 2025 has been recognized but has not been applied against corporate income tax due. Thus, at December 31, 2025, the Group held a €15,923 thousand receivable on the French tax administration (of which €13,472 thousand classified within other non-current assets), comprised of: ■ the balance of the research tax credit for Lectra SA, after application against corporate income tax for each fiscal year: €2,973 thousand for fiscal year 2025, €1,549 thousand for fiscal year 2024, none for fiscal years 2020 to 2023 (as the research tax credit receivable was fully applied against corporate income tax for those fiscal years), and €8,179 thousand for 2018-2019; ■ the remaining amount of the research tax credit (€2,165 thousand) generated by Launchmetrics France; ■ the remaining amount of the research tax credit (€1,056 thousand) generated by Neteven. In addition, the previous amounts due in more than one year have been reduced by a discounting impact of €491 thousand. At December 31, 2023, the Group had booked a provision for risks amounting to €6,600 thousand following the tax administration's challenge of the research tax credit for Lectra SA. This adjustment concerns fiscal years 2018 and 2019, for a total amount of €8,179 thousand, of which: ■ €5,039 thousand corresponding to unreimbursed research tax credit receivables from the French tax administration; ■ €3,140 thousand pertaining to research tax credit receivables that were incorrectly reimbursed in July 2023 as they were still part of the dispute. This amount was returned to the tax administration in September 2025 following the tax collection notice. With all administrative appeals exhausted, the company now intends to defend its position in a contentious procedure. The provision was maintained as of December 31, 2025.
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04 - CONSOLIDATED FINANCIAL STATEMENT 213 Lectra - 2025 Annual Financial Report Considering its estimates of tax credits and corporate income tax for the next three fiscal years, the Group does not expect to make any significant payment in respect of corporate income tax in France, from which will be deducted in full the research tax credit of each fiscal year. In July 2025, Lectra SA received €2,037 thousand reimbursement of the outstanding balance of the research tax credit in respect of 2021. Other tax receivables Other tax receivables at December 31, 2025 comprised the recoverable value-added tax for the Company and its subsidiaries. Other current assets Other current assets comprise prepaid lease (for lease contracts outside the scope of IFRS 16), insurance premium and equipment lease expenses. NOTE 17 SHAREHOLDERS' EQUITY NOTE 17.1 SHARE CAPITAL AND SHARE PREMIUMS The share capital at December 31, 2025 totaled €38,063,263, divided into 38,063,263 shares with a par value of €1.00 (it was €37,966,274 divided into 37,966,274 shares with a par value of €1.00, at December 31, 2024). Since January 1, 2025, the share capital has increased by 96,989 shares due to the exercise of stock options, leading to an increase of €96,989 in the share capital and a total issue premium of €1,657 thousand (issue of 133,309 shares in 2024). Apart from the authority to increase the capital granted by the Shareholders’ Meeting within the framework of the granting of stock options to senior managers and employees, there is no other authorization outstanding such as to alter the number of shares comprising the share capital. The tables below provide details of changes in the number of shares, the share capital and additional paid-in capital and merger premiums in fiscal years 2025 and 2024. Note 17.1.1 Share capital 2025 2024 Number of shares Share capital (in euros) Number of shares Share capital (in euros) Share capital at January 1 37,966,274 37,966,274 37,832,965 37,832,965 Stock options exercised 96,989 96,989 133,309 133,309 Share capital at December 31 38,063,263 38,063,263 37,966,274 37,966,274 The shares comprising the share capital are fully paid up. Note 17.1.2 Share and merger premiums 2025 2024 Share premium at January 1 142,869 140,777 Stock options exercised 1,657 2,092 Share premium at December 31 144,526 142,869 NOTE 17.2 TREASURY SHARES The Ordinary Shareholders' Meeting on April 25, 2025 renewed the existing Company share buyback program authorizing the Board of Directors to buy and sell company shares. The purpose of this program is solely to maintain liquidity in the market of the Company’s shares, via an authorized investment services provider acting within the framework of a liquidity agreement in compliance with the Charter of Ethics of the AMAFI or any other ethics charter recognized by the French Financial Markets Authority (AMF). In order to promote the liquidity of transactions and the regularity of Lectra share quotations, the Group entrusted Natixis Oddo BHF in September 2022 with the management of its shares under a liquidity contract in accordance with the regulations and market practice accepted by the AMF. At December 31, 2025, the Company held 38,361 shares, i.e. 0.10% of the share capital within the framework of the liquidity agreement (compared with 0.09% at December 31, 2024) for a total of €885 thousand (compared with €937 thousand at December 31, 2024) representing an average purchase price of €23.06 per share. This amount has been deducted from shareholders' equity. The resources allocated to the liquidity agreement also included, at December 31, 2025, the amount of €322 thousand. The Company holds no treasury shares outside the framework of the liquidity agreement. 2025 2024 Number of shares Amount Average price per share (in euros) Number of shares Amount Average price per share (in euros) Treasury shares at January 1 (historical cost) 35,468 (937) 26.43 31,409 (885) 28.15 Liquidity agreement Purchases (at purchase price) 371,211 (9,118) 24.56 178,222 (5,289) 29.68 Sales (at sale price) (368,318) 9,106 24.72 (174,163) 5,193 29.82 Net cash flow(1) 2,893 (13) 4,059 (96) Gains (losses) on disposals (65) (43) Treasury shares at December 31 (historical cost) 38,361 (885) 23.06 35,468 (937) 26.43 (1) A negative figure corresponds to a net outflow reflecting purchases and sales of its own shares by the Company.
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04 - CONSOLIDATED FINANCIAL STATEMENT 214 Lectra - 2025 Annual Financial Report NOTE 17.3 VOTING RIGHTS Voting rights are proportional to the capital represented by stock held. Prior to the Extraordinary Shareholders' Meeting of April 25, 2025, only registered shares held before May 15, 2001 carried double voting rights, in accordance with the transitional provisions of the by-laws. On April 25, 2025, the Special Shareholders' Meeting of holders of shares with double voting rights and the Extraordinary Shareholders' Meeting approved the cancellation of double voting rights and the consequent amendment to the by-laws. This cancellation (i) brought 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 (ii) put an end to an inequality among shareholders, as this advantage was limited to an extremely small number of them and no other shareholders were entitled to it. At December 31, 2025, all shares carry single voting rights. At December 31, 2025, the theoretical total number of voting rights was 38,063,263. This number has been reduced to 38,024,902 due to the fact that no voting rights are attached to treasury shares (under the liquidity agreement). NOTE 17.4 CROSSING OF STATUTORY THRESHOLDS Other than the legal notification requirements for crossing the thresholds established by French law, there is no special statutory obligation. NOTE 17.5 STOCK OPTIONS At December 31, 2025, 499 employees were the beneficiaries of 1,504,013 options and 21 former employees still held 276,873 options; altogether, 520 persons were beneficiaries of options (respectively 424, 21 and 445 at December 31, 2024). At that date, the maximum number of shares comprising the share capital, including potential new shares liable to be issued via the exercise of existing rights qualifying for subscription to new shares was 39,844,149, made up as follows: ■ share capital: 38,063,263 shares; ■ stock options: 1,780,886 shares. Each option entitles the holder to purchase one new share with a par value of €1.00 at the exercise price set by the Board of Directors on the grant date. If all of the outstanding stock options at December 31, 2025 were exercised – regardless of whether the beneficiary’s rights to exercise options are vested or not yet vested – and regardless of their exercise price relative to their market price at December 31, this would result in a total share capital increase of €1,780,886 with a total share premium of €40,563,486. The potential dilution would thus be 4.5%. None of the Company’s subsidiaries have set up a Lectra SA stock option or share purchase plan. Annual option plans are granted by the Board of Directors at least twenty trading days after the dividend approved by the annual Shareholders’ Meeting is made payable, or 30 to 45 calendar dates after the Meeting if no dividend is declared, i.e. around June 10. The share exercise price is set on the date of granting of the options, at a price in no circumstances less than the average opening price of the share listed for the twenty trading sessions prior to the date of granting of options by the Board of Directors. IFRS 2 requires companies to expense the value of the benefit granted to the beneficiaries of stock options. Fair value of the new stock options granted in 2025 and 2024 was measured at grant date by means of the Black & Scholes method, using the following assumptions: 2025 2024 Exercise price (in euros) 24.75 32.50 Share price on the date of allocation (in euros) 24.65 29.95 Risk-free interest rate 2.29% 2.92% Dividend payout rate 1.66% 1.08% Volatility 26.70% 28.30% Duration of options 5 years 4 years Fair value of one option (in euros) 5.05 6.30 Volatility is calculated on the basis of the observed historical volatility of the Company’s share price over a time frame corresponding to the vesting period. This calculation ignores peaks resulting from exceptional events. For part of the 2025 plan, the new grant, made as a counterpart to the waiver by beneficiaries of their rights to options granted in 2022, 2023 and/or 2024 and still vesting, was treated according to the provisions of IFRS 2.28c (cancelation / granting of new instruments as replacement). This included the calculation of an incremental fair value for the new options, depending on the year during which the replaced options were granted, as follows: 2022 2023 2024 Incremental fair value of one option (in euros) 5.02 3.02 5.05 Total fair value of the options granted on June 5, 2025 amounted to €5,568 thousand. It was reduced to €5,175 thousand following the cancelation of options after the calculation of the actual performance in 2025 for each beneficiary and the departure of 10 beneficiaries in 2025. An expense of €1,726 thousand was recognized in the 2025 financial statements, including €509 thousand in respect of the grants made in 2025, and €1,217 thousand in respect of options granted previously. Charges for the year are recognized under personnel expenses. Plans in force at December 31, 2025 will impact the years 2026 and 2027 in the estimated amounts of €1,765 and €1,359 thousand, respectively. The Group paid a €407 thousand employer’s contribution based on the fair value of the options granted in 2025, expensed in personnel costs for 2025.
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04 - CONSOLIDATED FINANCIAL STATEMENT 215 Lectra - 2025 Annual Financial Report Note 17.5.1 Outstanding stock options: options granted, exercised and canceled during the period 2025 2024 Number of stock options Average exercise price (in euros) Number of stock options Average exercise price (in euros) Stock options outstanding at January 1 1,463,680 26.11 1,377,567 24.31 Stock options granted during the year (1) 1,102,568 24.75 311,270 32.50 Stock options exercised during the year (96,989) 18.09 (133,309) 16.69 Stock options expired/canceled during the year (688,373) 31.08 (91,848) 34.47 Stock options outstanding at December 31 1,780,886 23.78 1,463,680 26.11 - of which fully acquired 747,090 22.35 873,574 22.04 - of which remaining to be acquired 1,033,796 24.81 590,106 32.11 (1) Maximum theoretical total number of options, of which 573,503 options were granted subject to forfeiture under the 2022–2023–2024 plans. For more details, see Chapter 1 of the Management Report, section 9.5.2. For the plans granted since 2016, the right to exercise these options vests on a single occasion at the end of the four-year period starting on January 1 of the year of granting and ending on December 31 of the fourth year. Note 17.5.2 Breakdown of outstanding stock options at December 31, 2025, by category of beneficiaries 2025 Number of beneficiaries Number of stock options In % Of which fully vested Of which exercise rights remain to be acquired Executive Committee (1) 9 370,039 20% 101,870 268,169 Group management (2) 23 240,916 14% 80,039 160,877 Other employees (3) 467 893,058 51% 288,308 604,750 Persons having left the company and still holding unexercised options 21 276,873 16% 276,873 - Total 520 1,780,886 100% 747,090 1,033,796 (1) The only beneficiaries are members of the Executive Committee, except for Daniel Harari, Chairman and CEO, who does not hold any options. This plan is subject to performance criteria over a three-year period. (2) Plan subject 50% to attendance criteria and 50% to performance criteria over one year. (3) Plan subject solely to attendance criteria. The 276,873 options held by people having left the Group are broken down by expiration date as follows: 195,552 options in 2024, 35,883 options in 2025, 23,030 options in 2026, 21,636 in 2027 and 772 options in 2028. Note 17.5.3 Breakdown of outstanding stock options at December 31, 2025, by exercise date and exercise price Grant date Expiration date Number of stock options Exercice price (in euros) June 12, 2018 June 12, 2026 1,530 22.25 June 12, 2019 June 12, 2027 1,246 22.50 June 9, 2020 June 9, 2028 535,488 18.00 June 8, 2021 June 8, 2029 161,230 33.50 June 8, 2022 June 8, 2030 24,174 38.50 June 7, 2023 June 7, 2031 25,108 28.25 June 7, 2024 June 7, 2032 7,430 32.50 June 5, 2025 June 5, 2033 1,024,680 24.75 Total 1,780,886 -
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04 - CONSOLIDATED FINANCIAL STATEMENT 216 Lectra - 2025 Annual Financial Report Note 17.5.4 Breakdown of rights to exercise options remaining to be vested by the option beneficiaries after December 31, 2025 Year of vesting Number of stock options 2026 3,472 2027 1,030,324 Total 1,033,796 Note 17.5.5 Absence of stock option plans for the company o̹cer No stock options were granted to Daniel Harari, Chairman and Chief Executive O̹cer, who owns more than 10% of the share capital since 2000 and has therefore been prohibited since this date by French law from being granted further stock options, and holds none. Note 17.5.6 Stock options granted in 2025 At its meeting of June 5, 2025, the Board of Directors granted 1,102,568 options under the 2025 stock option plan, of which 573,503 options subject to a condition precedent to waive rights to the 2022, 2023 and 2024 plans. The first allocation plan for a maximum of 529,065 stock options to 389 beneficiaries, at an exercise price of €24.75 per option, breaks down as follows: ■ a maximum number of 140,934 options to 10 members of the Executive Committee, for which the right to exercise options is dependent on the presence on December 31, 2027 and on the 2025-2027 performance for all the options granted; ■ 84,619 options to 23 of the most senior managers, for which the right to exercise options is dependent on the presence on December 31, 2027 for half of the options granted and to the presence and the performance in 2025 for the other half of the options granted; and ■ 303,512 stock options to 356 other managers and individual contributors, the right to exercise options being conditional solely on presence at December 31, 2027. For options subject to performance conditions, the final number of options is calculated according to the percentage of achievement of the objectives set for the reference period concerned: ▪ 2025 for the most senior management beneficiaries, and ▪ 2025-2027 for beneficiaries who are members of the Executive Committee. It also takes account of departures between the date of grant and the end of 2025. In addition, on June 5, 2025, the Board of Directors proposed to the beneficiaries of the 2022, 2023 and 2024 plans an allocation of a number of new options equal to that granted under the said plans, subject to the waiver by each interested party of all of their options resulting from said plans. This allows the beneficiaries concerned to envisage a capital gain on the options granted in previous years, with an exercise price of €24.75 (instead of €38.50, €28.25 and €32.50, respectively, for the 2022, 2023 and 2024 plans), but without an increase in dilution. This new grant subject to the waiver condition totals 573,503 options. At the date of this report, the calculations of actual performance in 2025, have been finalized for all the most senior managers and 6,453 options were canceled out of the 84,619 options originally granted to them. The calculations of the performance of the members of the Executive Committee for the period 2025-2027 and the cancellation of the non-vested options due to the non-achievement of the 2025- 2027 objectives will be carried out in 2028. Moreover, 37,560 options granted in 2025 have ceased to be valid due to the departure of 10 beneficiaries. 13,227 options also lapsed, due to their waiver or cancellation in order to retain options granted in 2022, and/or 2023, and/or 2024 by the 21 beneficiaries concerned. As a result, at December 31, 2025, the total number of stock options initially granted (1,102,568 options to 459 beneficiaries) was reduced to 1,024,680 and the number of beneficiaries to 436. The 10 Group employees to whom the largest number of options was granted in the course of fiscal year 2025 were granted a total of 148,692 options. All of the options granted concerned Group employees. The only executive o̹cer (dirigeant mandataire social exécutif), Daniel Harari, has held no stock options since 2000. The options are valid for a period of eight years from the date of granting. The right to exercise the options vests at the end of the period ended December 31, 2027 (the beneficiary being required to retain links with the Company or with one of its a̹liates in the form of an employment contract or as a company o̹cer at this date). In the event of the departure of a beneficiary before this date, all options that were granted to the beneficiary cease to be valid. By way of exception, the right to exercise options shall be maintained in the event of the death of the beneficiary, or retirement at the statutory pensionable age in the beneficiary's country. If the death or retirement occurs between January 1 of the year following the grant and the end of the three-year vesting period for the right to exercise options (i.e. between January 1 , 2025 and December 31, 2027), the rights to exercise options will be maintained in full. Moreover, 610,485 options granted prior to 2025 have ceased to be valid due to the departure of the beneficiaries or waiver of rights to the 2022 to 2024 plans or because they have not been exercised. Note 17.5.7 Options exercised in 2025 96,989 options pertaining to the di̸erent stock option plans in force at December 31, 2024 were exercised in 2025. 2025 Grant date Number of stock options exercised Exercise price (in euros) June 12, 2018 2,055 22.25 June 09, 2020 92,874 18.00 June 08, 2021 2,060 33.50 Total 96,989 18.42 Note 17.5.8 Launchmetrics stock options plans Historically, Launchmetrics had set up stock subscription and bonus share plans with its parent company, Fashion GPS Inc, for the benefit of the management team and employees. In accordance with the acquisition agreement, the options exercised and the bonus shares will be gradually bought back by Lectra SA between 2026 and 2030. The Launchmetrics stock subscription plans are detailed as follows:
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04 - CONSOLIDATED FINANCIAL STATEMENT 217 Lectra - 2025 Annual Financial Report 2024 2023 2023 2023 2022 2021 2021 2021 2020 Key features of the plans Stock options Stock options Stock options Stock options Stock options Stock options Common Sock of Fashion GPS Inc Stock options Stock options Grant date December 13, 2024 December 29, 2023 December 28, 2023 October 30, 2023 09/22/ 2022 June 7, 2021 June 7, 2021 10/14/2020 December 25, 2020 Maximum number of instruments 500 000 3 523 500 281 792 1 022 378 2 074 034 781 429 102 500 320 000 470 500 Strike ratio 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO 1 Common Stock of Fashion GPS Inc for 1 SO Vesting and presence condition 4 year 5 year 6 year 7 year 4 tranches of 25% until 2025- 2026 Immediate vesting Immediate vesting 1 year 4 tranches of 25% until 01/13/2024 Performance condition No No No No No No No Amount of annual recurring revenue No Limit exercise date December 13, 2034 December 29, 2033 December 28, 2033 October 30, 2033 September 21, 2032 May 7, 2031 N/A May 7, 2031 December 24, 2030 Unit value of the instrument at grant date post-dilution (in US dollars) 1.27 0,42 0,42 0,38 0,84 0,79 1,22 0,79 0,89 Strike price (in US dollars) 2.29 1,10 1,10 1,02 1,52 1.22 N/A 1.22 1.21 The IFRS 2 expense recognized in 2025 in respect of these plans is €465 thousand. There was no new plan in 2025. NOTE 18 CURRENCY TRANSLATION ADJUSTMENTS Analysis of changes recorded in 2024 and 2025: 2025 2024 Cumulative translation adjustments at January 1 35,390 16,977 Di̸erences on translation of subsidiaries' income statements (104) 338 Adjustments required to maintain subsidiaries' retained earning at historical exchange rate (36,770) 18,899 Other movements 0 (824) Cumulative translation adjustments at December 31 (1,484) 35,390 The acquisition of Gerber on June 1, 2021, for which a very significant portion of the net assets was US dollar-denominated and translated at the acquisition date rate (i.e. $1.22/€1), accounts for the strong variance in currency translation adjustments since then (the closing rate of $1.04/€1 in 2024, and then $1.17/€1 in 2025). NOTE 19 RETIREMENT BENEFIT OBLIGATIONS Retirement benefit obligations correspond to lump-sum amounts payable under defined benefit plans. These lump-sum amounts are generally paid at the time of retirement, but they may also be paid upon resignation or dismissal, depending on local legislation. The company o̹cer (dirigeant mandataire social) is not the beneficiary of any defined benefit retirement plan. These commitments mainly concern France, Italy, Japan and, to a lesser extent, Turkey, Mexico, Taiwan and Australia, as follows: 2025 France Italy Japan Others Total Retirement benefits at December 31, 2024 7,825 2,161 505 440 10,930 Expense/(income) of the year 747 157 40 171 1,115 Benefits paid (962) (98) (20) (234) (1,314) Contributions paid - - - (7) (7) Actuarial losses (gains) (202) (54) 26 172 (58) Exchange rate di̸erences - - (61) (52) (113) Others (8) (139) - 96 (51) Retirement benefits at December 31, 2025 7,400 2,027 490 586 10,502
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04 - CONSOLIDATED FINANCIAL STATEMENT 218 Lectra - 2025 Annual Financial Report Breakdown of net annual charge: 2025 France Italy Japan Others Total Service cost provided in the year (242) 139 34 100 31 Past service cost - - - - - Net interest cost 27 18 5 70 120 Expense/(income) of the year (215) 157 40 171 153 2024 France Italy Japan Others Total Service cost provided in the year 469 - 45 102 616 Past service cost - - - (8) (8) Net interest cost 310 201 5 64 581 Expense/(income) of the year 779 201 50 158 1,188 Lastly, the main actuarial assumptions used in 2025 are as follows: France Italy Japan Discount rate 3.95% 3.11% 2.00% Average rate of salary increase, including inflation 4.64% 3.00% 0.32% Personnel turnover rate 6,60% / 13,90% 3.00% 13.70% The discount rate used is determined by reference to the yield, at the date of measurement, on investment-grade corporate bonds with a maturity corresponding to the duration of the obligation. For the Eurozone, the discount rate used is determined by reference to the iBoxx rates, made up of corporate bonds rated AA or higher. The same applies to Japan. According to estimates made by the Group, a change of plus or minus 0.25% of the discount rate would result in a change in actuarial liabilities of the opposite sign by approximately 2.5%. Moreover, a change of plus or minus 0.25% of the rate of salary increases would result in a change in actuarial liabilities of the same sign by approximately 2%. The personnel turnover rate was calculated via a table based on age group. For France, the turnover rate for employees under 50 years of age was 6.60% for non-managerial grade personnel, and 13.90% for managerial grade personnel. It was 0% over the age of 50 for non- managerial grade personnel and 1.70% for managerial grade personnel. NOTE 20 LEASE LIABILITIES Statement of changes in lease liabilities 2025 Long term lease liabilities Short term lease liabilities Total Carrying value at January 1, 2025 22,223 9,941 32,164 New contracts and renewals 3,375 2,142 5,518 Reimbursement - (10,648) (10,648) Reclassification (9,218) 9,218 - Others 658 (221) 437 Exchange rate di̸erences (1,435) (673) (2,108) Carrying value at December 31, 2025 15,603 9,759 25,362 2024 Long term lease liabilities Short term lease liabilities Total Carrying value at January 1, 2024 22,074 9,145 31,219 New contracts and renewals 8,755 2,565 11,319 Change in scope of consolidation(1) 578 869 1,447 Reimbursement - (11,526) (11,526) Reclassification (9,344) 9,344 - Others (535) (657) (1,193) Exchange rate di̸erences 697 201 898 Carrying value at December 31, 2024 22,223 9,941 32,165 (1) Integration of Launchmetrics in 2024 (see note 2.31).
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04 - CONSOLIDATED FINANCIAL STATEMENT 219 Lectra - 2025 Annual Financial Report Maturity schedule of lease liabilities at December 31, 2025 Until 2026 Between 2027 and 2031 Beyond 2031 Total Lease liabilities 9,758 15,176 429 25,362 The number of contracts entering the low-value or short-term scope exception of IFRS 16 is very limited for the Group. As a consequence, the information relating to these contracts is shown together with the other Group commitments in note 27. Moreover, the Group is not concerned by future cash-outs that would not be taken into account when evaluating the lease liability (such as variable leases, extension options not considered in the duration of the lease, or leasing agreements that are not e̸ective yet). NOTE 21 MINORITY SHARE PURCHASE COMMITMENTS In 2021, as part of the acquisition of 80% of Neteven, the Group also committed to purchasing the remaining share capital and voting rights in 2025. A liability corresponding to this purchase commitment was thus estimated at €2,500 thousand. The payment for these minority shares took place in September 2025 in the amount of €3,297 thousand. Neteven has been fully consolidated since June 30, 2025. In June 2022, Lectra carried out a merger between its subsidiary Lectra Turkey and Glengo, the exclusive distributor of Gerber solutions in Turkey, by acquiring the assets and employees in return for, among other things, €5 million and the acquisition by Glengo’s shareholders of 25% of the shares of Lectra Turkey, which became Glengo Lectra Teknoloji. The payment for Glengo Lectra Teknoloji's minority shares took place in June 2025 in the amount of €1,742 thousand. Glengo Lectra Teknoloji has been fully consolidated since June 30, 2025. With the acquisition of 50.5% of TextileGenesis, the Group has also committed to purchase the remaining share capital and voting rights (using cross put and call options) in three installments (January 2026, January 2028 and August 2029). The liability corresponding to these purchase commitments amounts to €45,735 thousand (€41,052 thousand at present value). In 2024, the acquisition of Launchmetrics involved 50.2% of the share capital and voting rights for an amount of $83.2 million (€77.0 million). The acquisition of the remaining share capital and voting rights takes place in five stages, in 2025 (paid in June of this year), 2026, 2027, 2028 and 2030 (commitment to purchase minority shares – by means of cross put and call options), and will bring the total acquisition price to an amount estimated at the acquisition date at between $200 and $240 million. The second phase of the purchase of minority shares occurred in June 2025 for an amount of $23,829 thousand, bringing the holding of voting rights to 63.2%. The debt corresponding to the remaining minority share purchase commitment amounted to $78,024 thousand before discounting impact (€66,403 thousand at the December 31, 2025 exchange rate). The following table shows the evolution of these liabilities in the Group’s statement of financial position: 2025 2024 Commitments to purchasing minorities’ shares at January 1 147,653 51,238 Purchase of 40 % of Gemini - (6,808) Purchase of 25 % of Glengo (1,742) - Purchase of 13 % of Neteven (3,297) - Purchase of 13 % of Launchmetrics (20,513) - Revaluation of the existing commitments (15,021) 6,028 Liability recognised in respect of the buy-out of non-controlling interests of Launchmetrics - 110,479 Exchange rate di̸erences (12,498) 4,273 Discounting on commitments to purchasing minorities' shares 7,495 (17,557) Commitments to purchasing minorities’ shares at December 31 102,077 147,653 of which, current portion 40,458 29,766 Launchmetrics 20,299 24,483 TextileGenesis 20,159 - Glengo - 1,902 Neteven - 3,382 of which, non-current portion 61,618 117,887 Launchmetrics 40,725 74,913 TextileGenesis 20,893 42,973
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04 - CONSOLIDATED FINANCIAL STATEMENT 220 Lectra - 2025 Annual Financial Report NOTE 22 BORROWINGS AND FINANCIAL DEBTS NOTE 22.1 NET CASH / NET DEBT 2025 2024 Available cash 63,565 81,901 Cash equivalents 1,500 - Borrowings and financial debts (86,389) (102,477) Net cash / (net debt) (21,324) (20,576) Until May 31, 2021, the Group had no borrowings or financial debt. On June 1, 2021, it took out a €140 million loan with three banks, which was fully repaid on June 27, 2024, followed by a new €100 million loan with three banks in June 2024. The major part of cash is invested in interest-bearing sight accounts and time deposits. In 2025, cash equivalents consisted of an interest-bearing term account. NOTE 22.2 BORROWINGS AND FINANCIAL DEBTS BY CATEGORY AND BY MATURITY → Non-bank financial debt Lease liabilities, within the meaning of IFRS 16, and minority share purchase commitments, within the meaning of IFRS 9, are considered financial debt. These two types of liabilities are presented in dedicated notes (note 20 and note 21, respectively). These notes include notions of maturities. → Borrowings and financial debts by category and maturity The Company signed a new agreement with its banks in January 2024 for a €100 million loan with a five-year maturity, which was drawn down on June 27, 2024, and is repayable by eight semi-annual installments of 7.5% and one of 40% in fine. It bears interest at the 3- month or 6-month Euribor rate, to which a margin is added, depending on a leverage ratio set at 155 basis points at December 31, 2025 (175 basis points at December 31, 2024). The costs related to the set-up of the loan were deducted from the initial amount recorded in the balance sheet and will be amortized over the duration of the loan (amortized cost under IFRS 9). The Company also has a Revolving Credit Facility (RCF) of a maximum amount of €60 million, it bears interest at the Euribor rate of the period, to which a margin is added, depending on a leverage ratio and set at 115 base points at December 31, 2025 (135 basis points at December 31, 2024). This line had not been drawn at December 31, 2025. At December 31, 2025, the maturity of the loan was as follows: 2025 2024 Short term – less than one year 15,488 15,704 Long term – more than one year, and less than five years 70,901 86,773 Total 86,389 102,477 Derivative financial instruments Long term – more than one year, and less than five years 413 664 Total 413 664 In addition, Launchmetrics' residual financial debt amounted to €1,539 thousand, all of which is due in the short term. → Interest paid In respect of interest on these loans, the Group disbursed €4,375 thousand in 2025 (€6,299 thousand in 2024). → Covenant For the entire duration of the loan, the Company is committed to complying with a leverage ratio specifying the ratio of the Group's net financial debt to EBITDA before non-recurring items on June 30 and December 31 of each year. This ratio was complied with at June 30, 2025 and December 31, 2025. NOTE 22.3 FINANCIAL INSTRUMENTS: INTEREST RATE HEDGES The Group’s exposure to interest rates variations is mainly a cash-flow risk related to the variable-rate loan. The Group set up an interest-rate swap (fixed/variable) in June 2024 to hedge the risk of interest-rate volatility on variable debt (3-month Euribor indexation) for one-third of the amount borrowed (3-year loan of €100 million taken out in June 2024). At December 31, 2025, the fair value of this derivative was €413 thousand in liabilities. The Group is aiming at reducing it financing cost, by limiting the impact of interest rates variation in the income statement: thus, these rates are closely monitored, and the Group will use, if necessary, financial instruments of the rates market (interest rates swaps, options, etc.).
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04 - CONSOLIDATED FINANCIAL STATEMENT 221 Lectra - 2025 Annual Financial Report → Sensitivity analysis Excluding Launchmetrics' financial debt, all of the financial debt being made up by the variable rate loan, the sensitivity analysis for interest rate fluctuations is as follows (excluding swap impact): 2025 2024 Accounting value at December 31 Annual average Additionnal financial fees if interest rates rise by 0.50% Accounting value at December 31 Annual average Additionnal financial fees if interest rates rise by 0.50% Bank loan at variable rate 85,000 96,075 487 100,000 99,025 495 Total 85,000 96,075 487 100,000 99,025 495 NOTE 22.4 FOREIGN EXCHANGE DERIVATIVES The Group essentially used forward sales and purchases of the main currencies in which it operates in 2025 and 2024 to hedge part of its balance-sheet currency positions at each month-end. The forward contracts entered into by the Company on the basis of the material currency positions in the statements of financial position at December 31, 2025 and 2024 are broken down as follows (hedges against the euro, unless otherwise stated): 2025 2024 In foreign currency (1) (in thousands) Value (in thousands of euros)(2) Di̸erence in value(3) Expiration date In foreign currency (1) (in thousands) Value (in thousands of euros) (2) Di̸erence in value (3) Expiration date USD (36,370) (31,090) (137) January 28, 2026 (53,690) (51,566) 114 January 8, 2025 USD / CNH 6,601 5,631 13 January 23, 2026 6,923 6,585 (79) January 8, 2025 CNH (13,616) (1,671) (11) January 28, 2026 24,471 3,214 6 January 8, 2025 GBP (2,702) (3,089) 8 January 28, 2026 (2,788) (3,366) (3) January 8, 2025 GBP / CNH (309) (354) 1 January 23, 2026 (309) (374) (1) January 8, 2025 HKD (1,740) (192) (2) January 28, 2026 (3,017) (371) 3 January 8, 2025 HKD / USD 1,659 182 0 January 23, 2026 - - - January 8, 2025 JPY (258,654) (1,428) (23) January 28, 2026 (325,331) (2,010) (15) January 8, 2025 Other currencies na (5,970) (14) January 28, 2026 na (4,800) (39) January 8, 2025 Total (37,981) (166) (52,687) (15) (1) For each currency, net balance of forward sales and (purchases) against euros. (2) Equivalent value of forward contracts is calculated at historical values. (3) Di̸erence in value reflects the di̸erence between historical equivalent value and equivalent value at closing price of the forward contracts. The revaluation at fair value of forward currency contracts at December 31, 2025 is calculated on the basis of exchange rates published by the European Central Bank (ECB) or, in the absence of quotation by the ECB, on the basis of rates published by a leading financial platform. This valuation is comparable to the procedure used for information purposes by the banks with which these forward currency contracts were entered into.
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04 - CONSOLIDATED FINANCIAL STATEMENT 222 Lectra - 2025 Annual Financial Report The table below, showing foreign currency exposure, lists the most significant of the Company’s foreign currency assets and liabilities, together with the net value of forward transactions unexpired at December 31, 2025 and December 31, 2024 (hedge or position against the euro, unless stated otherwise): 2025 (in thousands of currencies) USD USD/CNH CNH CNY GBP GBP/CNH HKD JPY Carrying position to be hedged: Trade account receivables 11,007 - - 5,779 6 - 500 70,200 Cash 4,757 - - - - - - - Trade payables (54,456) - - (10,080) (2,648) - (1,285) (313,752) Total (38,692) - - (4,301) (2,642) - (785) (243,553) Net nominal of hedges 36,370 (6,601) 13,616 - 2,702 309 1,740 258,654 Net residual position (2,322) (6,601) 13,616 (4,301) 60 309 955 15,101 Equivalent value in euros at closing rate (1,977) (6,601) 1,660 (522) 69 309 104 82 Analysis of sensitivity to currency fluctuations Closing rate 1.17 1.00 8.20 8.24 0.87 1.00 9.15 184.09 5% currency depreciation relative to closing rate Closing rates parity depreciated by 5% 1.22 1.00 8.61 8.65 0.92 1.00 9.60 193.29 Foreign exchange impact in P&L 94 0 (79) 25 (3) 0 (5) (4) 5% currency appreciation relative to closing rate Closing rates parity appreciated by 5% 1.13 1.00 7.79 7.82 0.83 1.00 8.69 174.89 Foreign exchange impact in P&L (104) 0 87 (27) 4 0 5 4 2024 (in thousands of currencies) USD USD/CNH CNH CNY GBP GBP/CNH HKD JPY Carrying position to be hedged: Trade account receivables 16,539 - - 24,683 73 - (208) 226,452 Cash 4,392 - - - - - - - Trade payables (73,271) - - (5,002) (2,733) - - (522,923) Total (52,340) - - 19,681 (2,660) - (208) (296,470) Net nominal of hedges 53,690 (6,923) (24,471) - 2,788 309 3,017 325,331 Net residual position 1,350 (6,923) (24,471) 19,681 128 309 2,809 28,861 Equivalent value in euros at closing rate 1,299 (6,923) (3,208) 2,635 154 309 348 177 Analysis of sensitivity to currency fluctuations Closing rate 1.04 1.00 7.63 7.47 0.83 1.00 8.07 163.06 5% currency depreciation relative to closing rate Closing rates parity depreciated by 5% 1.09 1.00 8.01 7.84 0.87 1.00 8.47 171.21 Foreign exchange impact in P&L (62) 0 153 (125) (7) 0 (17) (8) 5% currency appreciation relative to closing rate Closing rates parity appreciated by 5% 0.99 1.00 7.25 7.09 0.79 1.00 7.67 154.91 Foreign exchange impact in P&L 68 0 (169) 139 8 0 18 9
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04 - CONSOLIDATED FINANCIAL STATEMENT 223 Lectra - 2025 Annual Financial Report NOTE 22.5 LIQUIDITY RISK The Group manages liquidity risk by taking into account the maturity of financial investments, financial assets and estimates of future cash flows from operating activities. Available cash and the annual generation of free cash flow enable the Group to meet its future financial commitments. The contractual maturities of the Group's financial debt are as follows: Timeline as of 31 december 2025 (in thousands euros) Balance sheet value Total contractual cash flows December 2026 December 2027 December 2028 December 2029 December 2030 More than 5 years Bank loan at variable rate Lectra SA (84,389) (92,976) (17,959) (17,416) (16,879) (40,722) - - Bank loan atfixed rate Launchmetrics (1,999) (2,249) (1,618) (631) - - - - Lease debt (25,362) (27,845) (10,581) (8,171) (5,119) (3,106) (398) (470) Qualified derivatives (413) (413) - (413) - - - - Commitments to purchase minority interest (102,076) (112,138) (40,458) (24,395) (20,896) (13,783) (12,606) - Other financial liabilities (1) (98,392) (98,392) (98,392) - - - - - Total (312,605) (334,014) (169,008) (51,026) (42,894) (57,611) (13,004) (470) (1) Other liabilities include trade payables and tax liabilities. NOTE 23 TRADE PAYABLES AND OTHER LIABILITIES 2025 2024 Trade payables 39,854 40,150 Social liabilities 32,305 31,472 Tax liabilities 5,131 5,953 Down-payments from customers 9,671 15,733 Other current payables 4,784 7,842 Total 91,745 101,150 NOTE 24 DEFERRED REVENUES 2025 2024 Deferred revenues on recurring contracts 106,665 107,000 Other deferred revenues(1) 5,260 4,845 Total 111,925 111,845 (1) Other deferred revenues mainly correspond to invoiced services, which were not completed at fiscal year end. The counterpart of amounts related to recurring contracts billed in advance and other deferred revenues that have not yet been collected is recorded (including taxes) in the item “Trade accounts receivable” on the assets side of the statement of financial position (see note 15). For the Group, deferred revenues correspond to contract liabilities as defined by IFRS 15. Bridge for main contract liabilities 2025 2024 Contract liabilities at January 1 111,845 94,103 Revenue booked during the period (242,340) (233,050) Invoicing during the period 247,536 244,528 Change in scope of consolidation(1) - 4,478 Exchange rate di̸erences (5,116) 1,786 Contract liabilities at December 31 111,925 111,845 (1) Integration of Launchmetrics in 2024 (see note 2.31).
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04 - CONSOLIDATED FINANCIAL STATEMENT 224 Lectra - 2025 Annual Financial Report NOTE 25 PROVISIONS 2025 Provisions for employee-related claims Provisions for tax litigations Provisions for other risks & litigations Provisions for warranty and technical risks Total Provisions at January 1, 2025 520 6,869 676 827 8,892 Additional provisions 142 49 9 1,006 1,206 Unused amounts reversed (169) - (7) (1,185) (1,361) Exchange rate di̸erences - - (29) (9) (38) Provisions at December 31, 2025 494 6,918 650 639 8,701 2024 Provisions for employee-related claims Provisions for tax litigations Provisions for other risks & litigations Provisions for warranty and technical risks Total Provisions at January 1, 2024 479 7,407 713 786 9,386 Additional provisions 302 3 3 1,171 1,479 Used amounts reversed (261) (531) (46) (1,138) (1,976) Exchange rate di̸erences - (10) 6 7 3 Provisions at December 31, 2024 520 6,869 676 827 8,892 → Contingent liabilities The Group had no knowledge, at the date of Board of Directors’ meeting to draw up the accounts, of any contingent liability at December 31, 2025. To the Group’s knowledge, there were no proceedings pending at December 31, 2025, other than those for which provision has been made, that could have a material negative impact on the financial condition of the Group. → Environmental risks As part of the implementation of the CSRD since 2024, the Group is committed to strengthening its transparency on ESG issues and covering all its environmental risks. These commitments include the reduction of greenhouse gas emissions, responsible management of natural resources and the integration of climate risks into its strategy. The Group is strengthening its governance and processes to meet new regulatory requirements while supporting its sustainable ambitions. NOTE 26 ADDITIONAL DISCLOSURE CONCERNING FINANCIAL INSTRUMENTS The Group has designated the following main categories of financial assets and liabilities: IFRS 9 classification At December 31, 2025 Carried at amortized cost Carried at fair value through profit or loss Carried at fair value through OCI Carrying amount Fair value Non-consolidated shares X 1,088 1,088 Loans, deposits and guarantees X 2,219 2,219 Trades account receivables X 85,528 85,528 Other financial assets X 4,035 4,035 Cash and cash equivalents X 65,065 65,065 Total financial assets 157,935 157,935 Interest-bearing bank loans X 86,389 86,389 Derivatives not designated as hedges X (166) (166) Derivatives designated as hedges X 413 413 Trade payables and other current liabilities X 86,910 86,910 Total financial liabilities 173,546 173,546
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04 - CONSOLIDATED FINANCIAL STATEMENT 225 Lectra - 2025 Annual Financial Report IFRS 9 classification At December 31, 2024 Carried at amortized cost Carried at fair value through profit or loss Carried at fair value through OCI Carrying amount Fair value Non-consolidated shares X 1,088 1,088 Loans, deposits and guarantees X 4,266 4,266 Trades account receivables X 102,601 102,601 Other financial assets X 1,270 1,270 Cash and cash equivalents X 81,901 81,901 Total financial assets 191,126 191,126 Interest-bearing bank loans X 102,477 102,477 Derivatives not designated as hedges X 14 14 Derivatives designated as hedges X 664 664 Trade payables and other current liabilities X 95,198 95,198 Total financial liabilities 198,353 198,353 Fair value of current loans and trade accounts receivable, trade payables and other current payables is identical to their carrying value, given their short-term nature. For loans and deposits included in other non-current financial assets and for bank borrowings, their fair value is deemed close to their carrying value, since the discounting e̸ect is considered negligible. NOTE 27 ADDITIONAL DISCLOSURES Commitments given Thus, at December 31, 2025, the commitments relating to leasing agreements not entering the scope of IFRS 16, service contracts and other guarantees given are as follows: Payments due by period Less than 1 year Between 1 to 5 years More than 5 years Total Contractual commitments(1) 13,999 13,257 4,048 31,304 Other guarantees: sureties(2) 929 475 1,143 2,547 (1) Mainly Group management software subscription contracts (including the new ERP), miscellaneous service contracts and small IT and o̹ce equipment rentals. (2) This concerns sureties given by the Company or by its banks for the benefit of customers, other financial institutions of Group subsidiaries. Rentals booked as expenses that lie outside the criteria for application of IFRS 16 in fiscal year 2025 amounted to €301 thousand.
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04 - CONSOLIDATED FINANCIAL STATEMENT 226 Lectra - 2025 Annual Financial Report 6. Notes to the consolidated income statement By convention, a minus sign in the tables of notes to the income statement represents an expense for the fiscal year, and a plus sign an income or gain for the year. NOTE 28 REVENUES In 2025, no single customer represented more than 4% of consolidated revenues, the 10 largest customers combined accounted for less than 15% of revenues, and the 20 largest customers for less than 20%. NOTE 28.1 REVENUEs BY GEOGRAPHIC REGION In 2025, as in 2024, more than 50% of total revenues was generated in five countries: the United States (19%), Italy (10%), Mexico (9%), China (7%), France (7%). These percentages were respectively 19%, 10%, 9%, 9% and 6% in 2024. 2025 2024 Changes 2025/ 2024Actual % Actual % Europe, of which: 182 434 36% 178 371 34% +2% - France 35 959 7% 33 742 6% +7% Americas 164 104 32% 175 894 33% -7% Asia-Pacific 119 410 24% 130 596 25% -9% Other countries 40 785 8% 41 813 8% -2% Total 506 734 100% 526 674 100% -4% € / $ average parity 1.13 1.08 NOTE 28.2 REVENUE BY TYPE OF BUSINESS 2025 2024 Changes 2025/ 2024Actual % Actual % Non recurring revenues, of which: 126 645 25% 146 583 28% -14% - Perpetual software licenses 7 910 2% 12 149 2% -35% - Equipment 97 712 19% 112 393 21% -13% - Training and consulting services 18 145 3% 17 685 3% +3% - Miscellaneous 2 878 1% 4 355 1% -34% Recurring revenues, of which: 380 088 75% 380 091 72% +0% - SaaS subscriptions 89 295 18% 77 391 15% +15% - Software maintenance contracts 51 066 10% 53 075 10% -4% - Equipment maintenance contracts 101 980 20% 102 584 20% -1% - Consumables and parts 137 748 27% 147 041 28% -6% Total 506 734 100% 526 674 100% -4% € / $ average parity 1.13 1.08 NOTE 28.3 BREAKDOWN OF REVENUES BY CURRENCY 2025 2024 US dollar 41% 42% Euro 40% 38% Chinese yuan 5% 7% English pound 2% 2% Brazilian real 2% 2% Vietnamese dong 2% 2% Other currencies(1) 8% 7% Total 100% 100% (1) No other single currency represents more than 2% of total revenues. NOTE 28.4 REMAINING PERFORMANCE OBLIGATIONS In its Management Discussion and Analysis, the Group discloses an “order backlog for new systems” corresponding to orders for new perpetual software licenses, equipment and accompanying software and training and consulting services. This entire “order backlog” is due to be delivered within one year. Moreover, the contractual obligations to customers, corresponding to its deferred revenues, will also be reversed and booked as revenues in the 12 months following the closing date. Thus, and according to IFRS 15.121, the Group does not hold any significant remaining performance obligation which it would have to disclose.
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04 - CONSOLIDATED FINANCIAL STATEMENT 227 Lectra - 2025 Annual Financial Report NOTE 29 COST OF GOODS SOLD AND GROSS PROFIT 2025 2024 Revenues 506,734 526,674 Cost of goods sold, of which: (137,472) (149,801) Purchases and freight-in costs (121,910) (131,109) Inventory movement, net (4,819) (7,564) Industrial added value (10,743) (11,128) Gross profit 369,262 376,873 (in % of revenues) 72.9% 71.6% Industrial added value includes personnel costs that are included in production costs, freight-out costs on equipment sold, and a share of depreciation of the manufacturing facilities at the Bordeaux-Cestas (France), Tolland (USA) and Suzhou (China) sites. Personnel costs and other operating expenses incurred in the performance of service activities are not included in cost of goods sold but are recognized in “Selling, general and administrative expenses”. NOTE 30 RESEARCH AND DEVELOPMENT COSTS 2025 2024 Fixed personnel costs (57,779) (55,441) Variable personnel costs (600) (854) Other operating expenses (9,758) (9,943) Depreciation expenses (1,571) (1,382) Total before research tax credit and grants (69,708) (67,621) (in % of revenues) 13.8% 12.8% Research tax credit and government grants 4,590 5,666 Total (65,118) (61,955) NOTE 31 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 2025 2024 Fixed personnel costs (155,354) (154,570) Variable personnel costs (14,114) (14,154) Other operating expenses (55,810) (55,004) Depreciation & amortization (tangible & intangible assets) (28,787) (29,813) Depreciation of right-of-use assets (10,208) (10,663) Net provisions (1,700) (1,459) Total(1) (265,973) (265,663) (in % of revenues) 52.5% 50.4% (1) Selling, general and administrative expenses do not include costs included in the cost of goods sold under "Industrial added value" (see note 29) in the amount of €10,743 thousand in 2025 and €11,128 thousand in 2024. → Fees paid to the Group's Statutory Auditors and members of their networks In 2025, other operating expenses comprised €1,445 thousand in respect of the audit of the financial statements of all Group companies, of which €273 thousand for PwC, €544 thousand for KPMG, €445 thousand for Ernst & Young and €183 thousand for other audit firms, excluding services other than the certification of financial statements. The corresponding amount in 2024 was €1,649 thousand. Fees paid by the Group in 2025 to the Statutory Auditors in respect of the audit and non-audit services performed by their networks for consolidated entities totaled €1,503 thousand, of which €455 thousand for PwC, €548 thousand for KPMG and €500 thousand for Ernst & Young: PwC KPMG Ernst & Young 2025 2024 2025 2024 2025 2024 Amoun t % Amoun t % Amoun t % Amoun t % Amoun t % Amoun t % Audit Statutory audits, certification and examination of individuals and consolidated financial statements - Issuer 175 38% 287 28% 186 34% 325 45% 150 27% - 0% - Fully-consolidated subsidiaries 98 21% 505 49% 358 65% 375 52% 295 54% 109 15% Non-audit services - Issuer (1) 6 1% 12 1% 1 0% 13 2% 4 1% 13 2% - Fully-consolidated subsidiaries 10 2% 37 4% 4 1% 1 0% 44 8% 1 0% Sub-total 288 63% 841 82% 548 100% 714 100% 493 99% 227 100% Other services to consolidated entities - Legal, tax and social reviews 9 2% 18 2% - 0% 3 0% 7 1% - 0% Sub-total 9 2% 18 2% - 0% 3 0% 7 1% - 0% Certification of sustainability information 158 35% 167 16% - 0% - 0% - 0% - 0% Total 455 100% 1,026 100% 548 100% 717 100% 500 100% 227 100% (1) These missions mostly relate to tax compliance services provided by members of the network to foreign subsidiaries of the Company.
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04 - CONSOLIDATED FINANCIAL STATEMENT 228 Lectra - 2025 Annual Financial Report NOTE 32 PERSONNEL NOTE 32.1 TOTAL PERSONNEL COSTS The table below combines all fixed and variable personnel costs for the Group. 2025 2024 Research and development (58,379) (56,296) Selling, general and administrative (169,468) (168,724) Manufacturing, logistics and purchasing(1) (8,088) (8,275) Total (235,935) (233,295) (1) “Manufacturing, logistics and purchasing” personnel expenses are included in the cost of goods sold, under “Industrial added value” (see note 29). NOTE 32.2 ACTIVE HEADCOUNT AT DECEMBER 31 Since 2019, the Group presents the active headcount. 2025 2024 Parent company(1) 872 858 Subsidiaries(2), of which: 1,958 2,093 Europe 1,016 1,068 Americas 404 459 Asia-Pacific 488 514 Other countries 50 52 Total 2,830 2,951 (1) In 2025, as in 2024, expatriates were attached to the economic entities for which they worked. (2) Subsidiaries include all consolidated and non-consolidated Group companies. → Analysis of active headcount by function 2025 2024 Marketing, Sales 475 524 Services (Business Consultants and Solutions Experts, Call Centers, Technical Maintenance) 765 845 Research and Development 686 677 Purchasing, Production, Logistics 265 266 Administration, Finance, Human Resources, Information Systems 639 639 Total 2,830 2,951 NOTE 32.3 CONTRIBUTIONS TO PENSION PLANS Contributions to compulsory or contractual pension plans are expensed in the income statement in the year in which they are paid. In fiscal year 2025, Group companies subject to defined-contribution pension plans booked a sum of €9,147 thousand under personnel costs in respect of their contributions to these pension or retirement funds. The main subsidiary concerned, in addition to the parent company, was Lectra Italy. NOTE 32.4 EMPLOYEE PROFIT-SHARING AND INCENTIVE PLANS → Profit-sharing plan An amendment to the October 1984 employee profit-sharing plan (participation), applicable solely to the Company employees, was signed in October 2000. Under this plan, a portion of the special employee profit-sharing reserve set aside annually may be invested in equity securities, in a corporate savings plan. Consequently, beneficiaries may choose between six types of funds, one consisting exclusively of Lectra shares, at their discretion. In 2026, no profit-sharing will be paid in respect of fiscal year 2025 (no profit-sharing payment was made in 2025 in respect of fiscal year 2024). → Incentive plan A collective employee incentive plan (intéressement), applicable solely to the Company employees, was signed for the first time in September 1984 and renewed every year since that date. The most recent incentive plan signed in 2023 covers the period 2023-2025. The incentive amount provisioned in respect of fiscal 2025 equals €314 thousand. An incentive payment amounting to €599 thousand was paid in 2025 in respect of 2024. NOTE 32.5 COMPENSATION OF SENIOR EXECUTIVES The Group's senior executive team counted 13 people at December 31, 2025. Personnel expenses recognized in 2025 relating to the Group's senior executive team amounted to €4,657 thousand (€4,956 thousand in 2024) and broke down as follows: 2025 2024 Fixed compensation 3,483 3,630 Variable compensation 167 347 Other short-term benefits 266 307 Post-employment benefits(1) 20 17 Severance compensation - - Granting of stock options(1) 721 655 Personnel expenses related to the Group management team 4,657 4,956 (1) The company o̹cer (dirigeant mandataire social) is not granted any special arrangement or specific benefits concerning deferred compensation, severance compensation, or retirement benefit obligations committing the Company to pay any form of indemnity or benefit in the event of termination of his functions, or at the time of his retirement, or more generally subsequent to the ending of his functions. He holds no stock options. NOTE 32.6 DIRECTORS’ COMPENSATION Conditional upon approval by the Annual Shareholders’ Meeting on April 29, 2026, €425 thousand in Directors’ fees will be allocated to the members of the Board of Directors with respect to fiscal 2025 (€440 thousand in 2024). Non-executive directors still in o̹ce at December 31, 2025 do not receive any other form of compensation.
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04 - CONSOLIDATED FINANCIAL STATEMENT 229 Lectra - 2025 Annual Financial Report NOTE 33 DEPRECIATION AND AMORTIZATION CHARGES The table below combines all depreciation and amortization charges on tangible and intangible fixed assets and their allocation between income statement items: 2025 2024 Research and development(1) (1,571) (1,382) Selling, general and administrative (6,073) (5,995) Manufacturing, logistics and purchasing(2) (862) (1,079) Amortization of intangibles identified in business combinations (22,839) (22,739) Depreciation of right-of-use assets (10,208) (10,663) Total (41,553) (41,859) (1) Depreciation and amortization charges allocated to “Research and development” pertain to the share of the intangible assets and property, plant and equipment used by these teams. R&D costs themselves are expensed in full in the year. (2) “Manufacturing, logistics and purchasing” depreciation and amortization charges are included in the cost of goods sold, under “Industrial added value” (see note 29). NOTE 34 NON-RECURRING ELEMENTS In 2024 and 2025, the Group recorded non-recurring items in its income statement. In 2025, non-recurring expenses corresponded to the impairment of a New York right-of-use asset for €2,795 thousand. In 2024, non-recurring expenses amounting to €457 thousand corresponded to costs related to the acquisition of Launchmetrics. NOTE 35 FINANCIAL INCOME AND EXPENSES 2025 2024 Financial income, of which: 866 2,258 Gains on sales of cash equivalents 592 800 Other interest income 274 1,459 Financial expenses, of which: (6,777) (8,269) Bank charges (1,202) (917) Interest expense on bank loans and financial debts (3,825) (5,571) Interest on lease liabilities (IFRS 16) (849) (822) Other financial expenses(1) (901) (959) Total (5,911) (6,011) (1) This line mainly includes, for 2025, the discounting of the French research and development tax credit of Lectra SA (see note 16). NOTE 36 FOREIGN EXCHANGE INCOME (LOSS) A foreign exchange translation loss of €401 thousand was recognized in 2025 (€2,189 thousand in 2024). At December 31, 2025, as at December 31, 2024, the Group held no currency options (see note 22.4). NOTE 37 SHARES USED TO COMPUTE EARNINGS PER SHARE At December 31, 2025 and 2024, the Company had not issued any dilutive instruments other than the stock options detailed in note 17.5. Basic earnings (Group share) per share 2025 2024 Net income, Group share (in thousands of euros) 25,964 31,164 Weighted average number of shares outstanding during the period (1) 37,981,727 37,905,891 Weighted average number of treasury shares held during the period (31,902) (32,152) Weighted average number of shares used to compute basic earnings per share 37,949,825 37,873,739 Basic earnings per share (in euros) 0.68 0.82 (1) In 2025, 96,989 stock options were exercised, giving rise to the creation of 96,989 new shares. In 2024, 133,309 stock options were exercised, giving rise to the creation of 133,309 new shares (see note 17). NOTE 38 GROUP EXPOSURE TO FOREIGN- EXCHANGE FLUCTUATIONS The Company’s net operational exposure to foreign exchange fluctuations corresponds to the di̸erence between revenues and total costs denominated in each of these currencies. This exposure mainly concerns the US dollar, which is the main currency in which business is transacted, along with the euro. The overall currency variation between 2024 and 2025 resulted in a decrease of €12,235 thousand in the Group’s 2025 revenues, when comparing the 2025 figures at actual exchange rates to the 2025 figures at 2024 exchange rates. Of this amount, the US dollar, with an average parity versus the euro of $1.13/ €1 in 2025 and $1.08/ €1 in 2024, contributed to a decrease of €8,694 thousand in revenues. In 2025, 40% of the Group’s consolidated revenues, 58% of its cost of goods sold, and 58% of its overhead expenses were denominated in euros. These percentages were respectively 41%, 28%, and 24% for the US dollar, as well as 5% (part of the revenues generated in China are denominated in US dollars or other currencies), 6% and 5% for the Chinese yuan. The other currencies each represented less than 2% of revenues, cost of sales and overhead costs. Sensitivity of revenues and EBITDA before non-recurring items to a change in currencies exchange rates The sensitivity of revenues and EBITDA before non-recurring items to a change in exchange rates was based on December 31, 2025, exchange rates for the relevant currencies, in particular €1/$1.17. The sensitivity to a change in exchange rates takes past acquisitions into account. In view of the estimated share of revenues and costs denominated in US dollars or in currencies correlated with the US dollar, a 5-cent fall in the euro against the US dollar (leading to an annual average exchange rate of €1/$1.12) would mechanically increase 2026 annual revenues by approximately €9.0 million and annual EBITDA before non- recurring items by €3.8 million. Conversely, a 5-cent appreciation of the euro against the US dollar (i.e. €1/$1.22) would mechanically reduce annual revenues and EBITDA before non-recurring items by the same amounts.
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04 - CONSOLIDATED FINANCIAL STATEMENT 230 Lectra - 2025 Annual Financial Report NOTE 39 OPERATING SEGMENTS 2025 EMEA Americas Asia-Pacific Corporate Total Revenues 223,219 164,105 119,410 - 506,735 EBITDA before non- recurring items 36,920 29,651 6,725 6,427 79,724 2024 EMEA Americas Asia-Pacific Corporate Total Revenues 219,049 176,095 131,529 - 526,674 EBITDA before non- recurring items 35,037 29,247 11,471 15,359 91,114 The “Corporate” column enables amounts to be reconciled with the Group's consolidated financial statements.
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04 - CONSOLIDATED FINANCIAL STATEMENT 231 Lectra - 2025 Annual Financial Report 7. Notes to the consolidated statement of cash flows NOTE 40 NON-CASH OPERATING EXPENSES In 2025 as in 2024, Non-cash operating expenses consisted of unrealized translation gains or losses on short-term balance sheet positions a̸ecting foreign exchange gains and losses (see note 2.29 – Conversion methods), the discounting of the CIR receivable (see note 16), allocations to financial provisions, the e̸ect of the valuation of stock options, the reversal of provisions on the securities of non- consolidated subsidiaries and the accrued interest not yet due on the loan taken out by the Company. NOTE 41 CHANGES IN WORKING CAPITAL REQUIREMENT In 2025, the main changes in the working capital requirement broke down as follows: ■ -€17.8 million comes from the decrease in trade receivables (the change in receivables reflected in the consolidated cash flow statement is calculated considering the "Deferred Revenue" line item in the statement of financial position, which primarily includes the portion of recurring contracts billed but not yet recognized as revenues); ■ +€5.6 million comes from the decline in customer deposits; ■ -€3.5 million comes from the decrease in inventory; ■ +€3.4 million comes from the increase in tax receivables; ■ +€1.1 million comes from changes in other current assets and liabilities; none of these changes, taken individually, represent a significant amount. At December 31, 2025, the working capital requirement was negative by €39.9 million. It includes the current portion (€2.4 million) of the receivable of €15.4 million from the French tax administration relating to the uncollected and unapplied research tax credit. In 2024, the main changes in the working capital requirement broke down as follows: ■ -€10.2 million comes from the decrease in trade receivables (the change in receivables reflected in the consolidated cash flow statement is calculated considering the "Deferred revenues" line item in the statement of financial position, which primarily includes the portion of recurring contracts billed but not yet recognized as revenues); ■ +€2.2 million result from the decrease in trade payables; ■ -€1.1 million arising from the changes in other current assets and liabilities; taken individually, these changes are all immaterial. NOTE 42 CHANGES IN LONG-TERM AND SHORT-TERM BORROWINGS In 2021, the Group took out a €140 million bank loan, as described in note 22. This loan was fully repaid on June 27, 2024, for the remaining amount of €98 million. In January 2024, the Group took out a new loan of €100 million with a five year maturity, repayable in eight semi-annual installments of 7.5% and one of 40% in fine. In addition, the Group paid €4,375 thousand in interest on loans in 2025 (€6,299 thousand in 2024). NOTE 43 FREE CASH FLOW Free cash flow is equal to net cash provided by operating activities plus cash used in investing activities, excluding cash used for acquisitions of companies, net of cash acquired and repayment of lease liabilities recognized in accordance with IFRS 16. 2025 2024 Net cash (used in)/provided by operating activities 73,748 88,316 Net cash (used in)/provided by investing activities, excluding cash used for acquisition of companies (9,207) (5,553) Repayment of lease liabilities (10,648) (11,526) Free cash flow 53,894 71,237 Non-recurring items included in free cash flow (3,140) (875) Free cash flow before non-recurring items 57,034 72,112 In 2025, net cash (used in)/provided by operating activities broke down into a cash flow from operating activities of €65,644 thousand (€72,378 thousand in 2024), a decrease in working capital requirements of €11,244 thousand (decrease of €14,107 thousand in 2024) and a decrease in other non-current operating assets of €3,140 thousand (corresponding to the reimbursement of the balance of a research tax credit called into question by the tax authority that the Company is contesting). Details of changes in working capital requirement are provided in note 41 above. Free cash flow was €53,894 thousand (€71,237 thousand in 2024) and included €3,140 thousand of non-recurring outflows (€875 thousand in 2024); thus free cash flow before non-recurring items amounted to €57,034 thousand (€72,112 thousand in 2024). The repayment of lease liabilities (according to IFRS 16) does not a̸ect performance as monitored by the Group; thus it is deducted in the free cash flow analysis above.
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04 - CONSOLIDATED FINANCIAL STATEMENT 232 Lectra - 2025 Annual Financial Report 8. Statutory Auditors’ report on the consolidated financial statements (For the year ended December 31, 2025) This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, LECTRA S.A. 16-18, rue Chalgrin 75016 Paris, France Opinion In compliance with the engagement entrusted to us by your Annual Shareholders' Meeting, we have audited the accompanying consolidated financial statements of Lectra for the year ended December 31, 2025. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at December 31, 2025, and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for opinion Audit framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is su̹cient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from January 1, 2025 to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No. 537/2014. Justification of assessments – Key audit matters In accordance with the requirements of Articles L. 821-53 and R. 821- 180 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgment, were the most significant in our audit of the consolidated financial statements, as well as how we addressed those risks. These matters were addressed as part of our audit of the consolidated financial statements as a whole, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of the consolidated financial statements. Recognition of revenues from exported equipment (including pilot software) Risk identified How our audit addressed this risk In 2025, revenues from automated cutting equipment and the accompanying embedded software, called pilots, came to €97.7 million, mainly outside France. The terms and conditions for the transfer of control relating to these sales, described in Section 2.21 “Revenues” in the Notes to the consolidated financial statements and, depending on contractual terms and conditions, vary according to destination and customer. Given that there are multiple conditions to be taken into account, there is a risk of error when determining the revenue recognition date, likely to impact the financial statements for the fiscal year, particularly close to the reporting date. Our work primarily involved: ■ gaining an understanding of the process related to recognizing various revenue flows; ■ assessing internal control procedures and identifying the most relevant manual controls for our audit; ■ testing the design and e̸ectiveness of automated controls integrated into information systems deemed crucial that impacted revenue recognition, through the placement of information systems experts into our team.
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04 - CONSOLIDATED FINANCIAL STATEMENT 233 Lectra - 2025 Annual Financial Report Risk identified How our audit addressed this risk Accordingly, we deemed the recognition of revenues from exported equipment, including pilot software close to the reporting date to be a key audit matter, in light of the following factors: ■ the significant impact on the consolidated financial statements; ■ the importance and large number of Incoterms for estimating the Auditors' transfer dates, as determined pursuant to the sales contracts; ■ the seasonality of sales, with a peak at the end of each quarter; ■ the transportation times, which can vary from several days to several weeks depending on the destination. Based on a sample of export sales of equipment and the accompanying pilot software selected close to the reporting date, our work also involved: ■ reconciling invoices issued for corresponding contracts with the delivery documents relating to the invoices; ■ managing the application of Incoterms and evaluating the appropriateness of the revenue recognition date used. Lastly, we verified the appropriateness of the disclosures provided in notes 2.21 and 28 to the consolidated financial statements. Measurement of goodwill Risk identified How our audit addressed this risk At December 31, 2025, €345.5 million of goodwill was recorded in the balance sheet. Goodwill corresponds to the di̸erence between the acquisition cost and the fair value of the assets acquired and liabilities assumed as part of external growth operations, as described in Note 2.3 “Goodwill” to the consolidated financial statements. Each goodwill item is allocated to one of the Group's three main regions, comprising one or more cash- generating units (CGUs). At the reporting date, management performs impairment tests to ensure that the net carrying amount of each goodwill item does not exceed its recoverable amount, determined in particular using the discounted cash flow method as described in Section 2.7 "Impairment of non-current assets - Impairment testing" in the Notes to the consolidated financial statements, and that there is no impairment risk. Accordingly, we deemed the measurement of goodwill to be a key audit matter due to the: ■ their materiality, representing nearly 42% of total consolidated assets at December 31, 2025; ■ the exercise of management judgment in determining the perpetuity growth rate and discount rates applied to cash flow projections. We assessed the compliance of the methodology applied by the Group with current accounting standards. We also performed a critical assessment of the procedure for implementing the methodology described in Note 2.3, in particular of: ■ the appropriateness of the evaluation model used; ■ the consistency between the inputs included in the determination of the carrying amount of the di̸erent CGU groups and those included in cash flow projections; ■ the consistency of the projected future cash flows with management's most recent estimates, as presented to the Board of Directors during the budget process; ■ the reliability of the process used to prepare the estimates by comparing the outcomes projected in preceding years and the actual outcomes; ■ the projected cash flows in relation to the economic and financial environment in which the di̸erent groups of CGUs operate; ■ the reasonableness of the discount rates and perpetuity growth rates applied to the estimated cash flows of the various CGU groups, with the help of our valuation specialists; ■ the sensitivity of values in use to changes in the main assumptions used by Management. We also assessed the appropriateness of disclosures provided in Notes 2.3, 2.7 and 6 to the consolidated financial statements. Valuation of commitments to purchase minority interests Risk identified How our audit addressed this risk At December 31, 2025, commitments to purchase minority interests represented €102 million in present value, of which €61 million for the Launchmetrics sub-group and €41 million for TextileGenesis. As presented in Note 21 "Commitment to purchase minorities' shares" to the consolidated financial statements, the recent acquisitions of TextileGenesis in 2023 and Launchmetrics in 2024 were accompanied by commitments to purchase the remaining capital and voting rights through cross put and call options in several future tranches. Liabilities arising from commitments to purchase shares given to minority shareholders in subsidiaries have therefore been recognized with a corresponding entry under shareholders' equity (Group share). These commitments are revalued at each reporting date, as indicated in Note 2.17 "Commitment to purchase minorities' shares". Accordingly, we deemed the evaluation of commitments to purchase minorities' shares to be a key audit matter, in light of the following factors: ■ their materiality in the consolidated financial statements; ■ the exercise of management judgment in determining the prices to be paid on future tranches. We assessed the compliance of accounting treatment with current accounting standards. Our work primarily involved: ■ reviewing the legal documentation (initial contract and various amendments) for each new acquisition concerned, in order to analyze the basis for calculating the final acquisition price and the amount of the commitment to purchase minorities' shares; ■ assessing the reasonableness of the projected aggregates used as a calculation basis for the prices to be paid on future tranches; ■ recalculating the discounted amounts of the commitment to purchase minorities' shares on the basis of information available at December 31, 2025; ■ reconciling minority share purchase transactions for the year with proof of payment of the price tranches concerned; ■ assessing the breakdown of commitments to purchase minorities' shares between current and non-current liabilities in the statement of financial position; ■ assessing the appropriateness of disclosures provided in Notes 2.17 and 21 to the consolidated financial statements.
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04 - CONSOLIDATED FINANCIAL STATEMENT 234 Lectra - 2025 Annual Financial Report Specific verifications As required by legal and regulatory provisions and in accordance with professional standards applicable in France, we have also performed the specific verifications on the information presented in the Board of Directors’ management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Other verifications and information pursuant to legal and regulatory requirements Presentation of the consolidated financial statements to be included in the annual financial report In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the consolidated financial statements to be included in the annual financial report referred to in paragraph I of Article L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chairman and Chief Financial O̹cer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of December 17, 2018. As it relates to the consolidated financial statements, our work included verifying that the markups in the financial statements comply with the format defined by the aforementioned Regulation. On the basis of our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format. It is not our responsibility to ensure that the consolidated financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work. Appointment of the Statutory Auditors We were appointed Statutory Auditors of Lectra by the Annual General Meetings held on June 28, 1990 for PricewaterhouseCoopers Audit, on May 22, 1996 for KPMG SA and on April 25, 2025 for ERNST & YOUNG et Autres. At December 31, 2025, PricewaterhouseCoopers Audit and KPMG SA were in the thirty-sixth and thirtieth consecutive year of their engagement, respectively, and ERNST & YOUNG et Autres in the first year. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for preparing consolidated financial statements giving a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems necessary for the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, Management is responsible for assessing the 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 it expects to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the e̸ectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures. The consolidated financial statements were approved by the Board of Directors. Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements Objective and audit approach Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these consolidated financial statements. As specified in Article L. 821-55 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgment throughout the audit. They also: ■ identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures in response to those risks, and obtain audit evidence considered to be su̹cient and appropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; ■ obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e̸ectiveness of the internal control; ■ evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the related disclosures in the notes to the consolidated financial statements; ■ assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to
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04 - CONSOLIDATED FINANCIAL STATEMENT 235 Lectra - 2025 Annual Financial Report draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion; ■ evaluate the overall presentation of the consolidated financial statements and assess whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; ■ obtain su̹cient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The Statutory Auditors are responsible for the management, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed thereon. Report to the Audit Committee We submit a report to the audit committee which includes, in particular, a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements and which constitute the key audit matters that we are required to describe in this report. We also provide the Audit and Accounts Committee with the declaration provided for in Article 6 of Regulation (EU) No 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 821-27 to L. 821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. Neuilly-sur-Seine, Mérignac and Paris La Défense, February 26, 2026 The Statutory Auditors PricewaterhouseCoopers Audit KPMG SA ERNST & YOUNG et Autres Flora Camp Aurélie Lalanne Jean-Christophe Pernet
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236 Lectra - 2025 Annual Financial Report Contents 1. Balance sheet 237 2. Income statement 239 3. Cash flow statement 240 4. Notes to the parent company financial statements 241 5. Notes on balance sheet 244 6. Notes to the income statement 254 7. Additional disclosures 257 8. Statutory Auditors’ report on the annual financial statements 260 9. Statutory Auditors' special report on related-party agreements 263 05 Parent company financial statements
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05 - PARENT COMPANY FINANCIAL STATEMENTS 237 Lectra - 2025 Annual Financial Report 1. Balance sheet ASSETS (in thousands of euros) December 31, 2025 December 31, 2024 Gross Depr., amort. and impairment Net Net Intangible assets note 1 64,712 44,590 20,122 16,882 Concessions, patents, licenses, trademarks, processes, IT solutions, rights and similar assets 2,756 2,208 548 541 Goodwill 1,256 - 1,256 1,256 Other intangible assets 60,700 42,383 18,318 14,795 Intangible assets in progress, advances and deposits - - - 290 Property, plant and equipment note 2 60,308 44,667 15,640 16,616 Land 1,501 751 750 770 Buildings 27,611 18,217 9,393 10,276 Industrial plants, machinery and equipment 15,907 13,976 1,931 2,182 Other property, plant and equipment 14,304 11,723 2,581 2,960 Property, plant and equipment under construction, advances and deposits 985 - 985 427 Financial fixed assets(1) note 3 615,943 800 615,143 653,804 Equity interests 610,626 800 609,827 645,888 Receivables related to equity interests 2,363 - 2,363 3,163 Other long-term equity interests 885 - 885 937 Other financial fixed assets 2,069 - 2,069 3,816 Total fixed assets 740,963 90,057 650,905 687,302 Inventories note 4 38,501 10,915 27,586 29,957 Raw materials and other supplies 26,779 7,172 19,608 21,166 Production works-in-progress 4,195 - 4,195 4,863 Finished products 7,312 3,743 3,569 3,656 Goods 215 - 215 273 Advances and deposits on trade orders 169 - 169 1,320 Receivables(2): 69,964 736 69,228 82,637 Trade accounts receivable note 5 31,515 736 30,779 45,419 Other receivables note 6 30,958 - 30,958 30,172 Prepaid expenses note 7 7,490 - 7,490 7,045 Cash and cash equivalents note 10 21,780 - 21,780 36,365 Total current assets 130,414 11,651 118,764 150,279 Unrealized foreign exchange losses and valuation di̸erences – Assets 1,002 - 1,002 4,195 Total assets 872,379 101,708 770,672 841,776 (1) Of which, at less than one year, an amount of €2,954 thousand (2) Of which, at less than one year, an amount of €57,062 thousand
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05 - PARENT COMPANY FINANCIAL STATEMENTS 238 Lectra - 2025 Annual Financial Report EQUITY AND LIABILITIES 2025 2024 Share capital note 8 38,063 37,966 Share, merger and contribution premiums note 8 144,526 142,869 Revaluation di̸erence - - Equity method di̸erence 119,245 182,004 Reserves: Legal reserve 3,797 3,783 Retained earnings 140,776 131,589 Net income for the fiscal year 19,727 24,399 Investment subsidies 80 - Total shareholders' equity note 8 466,215 522,611 Provisions for contingencies 7,711 10,673 Provisions for losses 7,373 7,846 Total provisions note 9 15,084 18,519 Bank borrowings note 10 85,000 100,000 Misc. borrowings and financial debt(2) note 10 72 117 Advances and deposits received on open customer orders 5,689 11,918 Trade payables and related accounts note 11 37,227 34,538 Tax and social security payables note 11 16,091 15,186 Other payables note 11 125,632 121,066 Deferred revenues 17,462 16,529 Total liabilities(1) 287,172 299,353 Unrealized foreign exchange gains and valuation di̸erences – Liabilities note 12 2,200 1,292 Total equity and liabilities 770,672 841,776 (1) Of which less than one year (excluding advances and deposits received on current orders) (2) Of which participatory loans The notes are an integral part of the parent company financial statements.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 239 Lectra - 2025 Annual Financial Report 2. Income statement Twelve months ended December 31 December 31 December 31 (in thousands of euros) 2025 2024 Operating revenue: Sale of goods 69,369 70,012 Production sold 162,908 164,945 Net revenues note 13 232,276 234,957 Production added to inventories note 14 37 1,908 Capitalized production note 14 6,840 2,269 Subsidies note 14 461 - Reversals of depreciation, amortization, impairment, and provisions note 14 3,447 833 Proceeds from sales of tangible and intangible assets note 14 - - Other income note 14 1,048 3,181 Total operating revenue 244,110 243,147 Operating expenses: Purchases of goods (322) (395) Changes in inventory of goods (89) (117) Purchases of raw materials and other supplies (57,297) (61,227) Changes in inventory (427) (721) Other purchases and external expenses note 16 (67,792) (59,133) Taxes, duties and similar payments (3,555) (3,495) Wages note 15 (54,755) (53,431) Social security contributions note 15 (25,368) (24,108) Depreciation, amortization and impairment: Fixed assets: Depreciation and amortization note 17 (6,917) (6,933) Current assets: Impairment note 17 (2,408) (1,854) Provisions (972) (3,366) Carrying amount of tangible and intangible assets transferred (6) - Other expenses (7,952) (422) Total operating expenses (227,860) (215,203) Operating income 16,250 27,944 Financial income:(1) From equity interests 10,995 6,090 From other marketable securities and receivables from fixed assets 588 1,056 Other interest and similar income 4 - Reversals of impairment and provisions 29 313 Other interest income 122 171 Total financial income 11,738 7,630 Financial expenses: (2) Depreciation, amortization, impairment and provisions (1) (72) Interest and similar expenses (8,844) (10,033) Other financial expenses (187) (214) Total financial expenses (9,032) (10,320) Financial income note 18 2,706 (2,690) Income from recurring items before tax 18,956 25,254 Extraordinary income - - Extraordinary expenses - - Net extraordinary income note 19 - - Employee profit-sharing - (8) Income tax note 20 771 (847) Net Income 19,727 24,399 (1) Of which financial income from related entities amounting to €10,995 thousand (2) Of which financial expenses from related entities amounting to €4,551 thousand The notes are an integral part of the parent company financial statements.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 240 Lectra - 2025 Annual Financial Report 3. Cash flow statement Twelve months ended December 31 (in thousands of euros) 2025 2024 I - CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net Income 19,727 24,399 Operating depreciation, amortization and provisions 8,425 8,326 Non-cash operating expenses (2,836) 1,935 Loss (profit) on sale of fixed assets 6 - Operating cash flows 25,322 34,660 Changes in inventories 613 (1,068) Changes in trade accounts receivable 15,413 (6,838) Changes in trade payables and other current liabilities 3,743 36,511 Changes in other receivables and tax liabilities 3,804 (11,392) Changes in operating working capital requirement 23,574 17,212 Net cash (used in)/provided by operating activities 48,896 51,873 II - CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Changes in intangible assets note 1 (7,025) (2,814) Changes in property, plant and equipment note 2 (2,163) (1,211) Changes in financial fixed assets note 3 (25,803) (82,667) Net cash provided by (used in) investing activities (34,991) (86,692) II - CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES Cash capital increases note 8 1,755 2,225 Dividend distributions (15,199) (13,625) Increases in long-term and short-term borrowings - 100,000 Repayments of long-term and short-term borrowings note 10 (15,045) (98,289) Net cash provided by (used in) financing activities (28,489) (9,689) Increase (decrease) in cash and cash equivalents (14,584) (44,508) Cash and cash equivalents at January 1 36,365 80,873 Increase (decrease) in cash and cash equivalents (14,584) (44,508) E̸ect of changes in foreign exchange rates - - Cash and cash equivalents at December 31 21,780 36,365 The statement of cash flows is not part of the primary statements according to the PCG (French General Chart of Accounts). The notes are an integral part of the parent company financial statements.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 241 Lectra - 2025 Annual Financial Report 4. Notes to the parent company financial statements All amounts in the tables are in thousands of euros, unless otherwise indicated. The Lectra Group, hereafter referred to as “the Group” or “Lectra”, refers to Lectra SA, hereafter “the Company”, and its subsidiaries. The parent company financial statements were drawn up by the Board of Directors on February 26, 2026 and will be proposed to the Shareholders’ Meeting for approval on April 29, 2026 for approval. Lectra SA is the ultimate consolidating company of the Lectra group. ACCOUNTING RULES AND METHODS Change in regulations The Company's annual financial statements were prepared and presented in accordance with the principles and methods defined by ANC Regulation No. 2022-06 of November 4, 2022 on the modernization of financial statements, amending ANC Regulation No. 2014-03. The provisions of this Regulation shall apply from the fiscal year of first-time application. The financial statements for the fiscal year ended December 31, 2024 are not retrospectively restated for the new rules. However, reclassifications and regroupings have been made in the 2024 comparative column, between balance sheet or income statement lines, to comply with the new format of the financial statements. This application constitutes a change in accounting standards entailing a change in method. As such, ■ On the balance sheet, the Company carried out the main reclassifications, described below and clearly legible in the financial statements: ▪ Prepaid expenses (for €7.0 million) and deferred revenues (for €16.5 million) are presented on separate lines (whereas they were included on the lines "Unrealized foreign exchange losses and valuation di̸erences" and "Unrealized foreign exchange gains and valuation di̸erences", respectively, in assets and liabilities in the published financial statements at December 31, 2024); ▪ Advances and deposits paid on trade orders (amounting to €1.3 million) are presented on a separate line (whereas they were included on the "Trade accounts receivable" line in the financial statements published at December 31, 2024); ▪ Advances and deposits on open customer orders (amounting to €11.9 million) are presented on a separate line (whereas they were included on the "Trade payables and other current liabilities" line in the financial statements published at December 31, 2024); ▪ Financial liabilities have been regrouped under "Bank borrowings" (for €100 million) and are no longer subject to a long-term/short-term distinction (for €85 million and €15 million, respectively); ▪ Social security payables (for €14.7 million) are presented on the "Tax and social security payables" line (whereas they were included on the "Trade payables and other current liabilities" line in the financial statements published at December 31, 2024). Tax payables (for €0.5 million) are added to social security liabilities, whereas they were the subject of a separate line in the financial statements published at December 31, 2024); ▪ "Trade payables and other current liabilities" have been divided between "Trade payables and related accounts" (which includes trade payables and accrued invoices for €34.6 million) and "Other payables" (which mainly includes current accounts, Gemini unpaid shares and miscellaneous debts for €121.6 million). ■ On the income statement, the main reclassifications were carried out, as described below and clearly legible in the financial statements: ▪ Transfers of operating expenses for the 2024 fiscal year (a) are now presented under "Production sold" for €745 thousand and "Wages" for €79 thousand (whereas they were included in the "Other operating income" line in the financial statements published at December 31, 2024); ▪ The impact of capitalized production is presented on a separate line "Capitalized production" at operating revenues level, whereas it was spread over di̸erent lines (b) of the income statement in the 2024 publication; ▪ Concerning "Depreciation, amortization and impairment", unused reversals have been separated on the line "Reversals of depreciation, amortization, impairment and provisions"; ▪ The €43 thousand presented as exceptional income in 2024 were no longer o̸set and were reclassified in net financial income under "Other interest income" and "Other financial expenses"; they correspond to capital losses and gains realized on the disposal of treasury shares. ■ The impacts of the reclassifications and regroupings made in the 2024 comparative column are as follows: Purchases consumed (2024 published) (60,456) Production added to inventories (1,908) Changes in inventory of goods 117 Changes in inventory 721 Capitalized production (97) (b) Purchases of goods 395 Purchases of raw materials and other supplies (2024 restated) (61,227) Other operating income (2024 published) 4,865 Net revenues (745) (a) Wages (79) (a) Capitalized production (861) (b) Other income (2024 restated) 3,180 Other operating expenses (2024 published) (58,244) Capitalized production (1,311) (b) Other income 422 Other purchases and external expenses (2024 restated) (59,133) The parent company financial statements are prepared and presented in line with the principle of prudence and in accordance with the following base assumptions: going concern, consistency of accounting methods from one fiscal year to another, and independence of fiscal years. Assets and liabilities are initially recorded at historical cost. Only significant information is presented. POST-CLOSING EVENTS There are no significant events to be reported since December 31, 2025.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 242 Lectra - 2025 Annual Financial Report Dividend distribution The Board of Directors proposes to the Shareholders' Meeting of April 29, 2026 the distribution of a dividend of €0.35 per share in 2026, in respect of the 2025 fiscal year . The Company paid a dividend of €0.40 per share in 2025 in respect of the 2024 fiscal year. INTANGIBLE ASSETS Intangible assets are carried at their purchase price less cumulative amortization and impairment, if any. Amortization is charged on a straight-line basis depending on the estimated useful life of the intangible asset. The carrying amounts of intangible assets are reviewed each year in order to identify possible impairment losses on each asset considered. Internal software and developments This item contains only software utilized for internal purposes. Purchased management information software packages are amortized on a straight-line basis over a minimum period of three years. In addition to expenses incurred in the acquisition of software licenses, the Group also activates direct software development and configuration costs, comprising personnel costs for personnel involved in development of the software and external expenses directly relating to these items. Technology, patents and trademarks The Company is not dependent on any patents or licenses that it does not own. Patents, trademarks and associated costs are amortized on a straight- line basis over three to 10 years from the date of filing. In terms of intellectual property, no patents or other industrial property rights belonging to the Company are currently under license to third parties. The rights held by the Company, notably with regard to software specific to its business as a software developer and publisher, are used under license by its customers within the framework of sales activity. The Company does not activate any internally-generated expense relating to patents and trademarks. Other Other intangible assets are amortized on a straight-line basis over two to five years. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is carried at cost less accumulated depreciation and impairment, if any. When property, plant and equipment comprises significant components with di̸erent useful lives, the latter are analyzed separately. Consequently, costs incurred in replacing or renewing a component of property, plant and equipment are recognized as distinct assets. The carrying value of the component replaced is written-o̸. Subsequent expenditures relating to property, plant and equipment are capitalized if they increase the future economic benefits of the specific asset to which they are attached. All other costs are expensed directly at the time they are incurred. Depreciation is computed on the straight-line method over their estimated useful lives as follows: ■ buildings and building main structures: 20-35 years; ■ secondary structures and building installations: 15 years; ■ fixtures and installations: 5-10 years; ■ land arrangements: 5-10 years; ■ technical installations, equipment and tools: 4-10 years; ■ o̹ce equipment and computers: 3-5 years; ■ o̹ce furniture: 5-10 years. FINANCIAL FIXED ASSETS This caption consists mainly of equity investments in consolidated subsidiaries (investments in equity a̹liates) and related receivables and in non-consolidated subsidiaries (shares and loans). By exception to the commonly adopted rule, the Company chose to apply the equity method in its parent company financial statements: equity investments in consolidated subsidiaries are recorded on the balance sheet according to the share of shareholders’ equity they represent, determined according to the Group’s consolidation rules. For other investments and loans, impairment losses are recognized based on an assessment of the fair value of these companies, based on their financial position, long‑term profitability and forecasts. TREASURY SHARES The Ordinary Shareholders' Meeting on April 25, 2025 renewed the Company's existing share buyback program authorizing the Board of Directors to buy and sell Company shares. The purpose of this program is solely to maintain liquidity in the market of the Company’s shares, via an authorized investment services provider acting within the framework of a liquidity agreement in compliance with the Charter of Ethics of the AMAFI or any other ethics charter recognized by the French Financial Markets Authority (AMF). In order to promote the liquidity of transactions and the regularity of Lectra share quotations, the Group entrusted Natixis Oddo BHF in September 2022 with the management of its shares under a liquidity contract in accordance with the regulations and market practice accepted by the AMF. INVENTORIES Inventories of raw materials are valued at the lower of purchase cost (including related costs) and their net realizable value. Finished goods and works-in-progress are valued at the lower of standard industrial cost (adjusted at year end on an actual cost basis) and their net realizable value. The purchase cost of raw materials and the industrial cost of works-in- progress and finished goods is calculated with the weighted-average cost method. Net realizable value is the estimated selling price in the normal course of business, less the estimated cost of completion or upgrading of the product and unavoidable selling costs. Inventory cost does not include interest expense. A write-down is recorded if the net realizable value is lower than the carrying value. Write-downs on inventories of consumables and parts are calculated by comparing carrying value and probable net realizable value considering a precise analysis of the rotation and obsolescence of inventory items, taking into account the global consumption of items for maintenance and after-sales services activities, and changes in the ranges of products marketed.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 243 Lectra - 2025 Annual Financial Report TRADE ACCOUNTS RECEIVABLE Trade accounts receivable are recognized at their nominal value. Impairment is recorded on the basis of the risk of non-collectability of the receivable, measured on a case-by-case basis in light of how long they are overdue, the results of reminders sent out, the local payment practices, and the risks specific to each country. Sales in those countries presenting a high degree of political or economic risk are generally secured by letters of credit or bank guarantees. CASH AND CASH EQUIVALENTS Cash equivalents comprise deposits and interest-bearing sight accounts opened in the Company’s banks. These financial holdings are immediately available and are readily convertible to known amounts of cash or are subject to an insignificant risk of changes in value. PROVISIONS FOR CONTINGENCIES AND LOSSES All known risks at the date of Board of Directors’ meeting are reviewed in detail and a provision is recognized if an obligation exists, if the costs entailed to settle this obligation are probable or certain, and if they can be measured reliably. At the time of the e̸ective payment, the provision reversal is deducted from the corresponding expenses. Provision for warranties A provision for warranties covers, on the basis of historical data, probable costs arising from warranties granted by the Group to its customers at the time of the sale of equipment, for replacement of parts, technicians’ travel and labor costs. This provision is recorded at the time of the booking of the sale generating a contractual obligation of warranty. Provisions for deferred employee benefits plans (including retirement benefits obligations) The termination payments to be received by employees under the collective agreement represents a future contribution (liability) for which a provision is estimated. This calculated provision net present value of the liability in respect of defined benefits in accordance with the principles set forth in CNC’s recommendation 2003-R01. Actuarial assumptions notably include a rate of salary increase, a discount rate (this corresponds to the average annual yield on investment-grade bonds with maturities approximately equal to those of the Company's obligations), an average rate of social charges and an employee turnover rate, based on observed historical data. The Company has chosen to recognize actuarial gains and losses entirely in the income statement. Overall expenses (all elements combined) are recognized in provisions for contingencies and losses (see note 9). TRADE PAYABLES Trade accounts payables refer to obligations to pay for goods or services acquired in the ordinary course of business of the Company. RECEIVABLES AND PAYABLES IN FOREIGN CURRENCIES Receivables and payables denominated in foreign currencies are recorded using the current exchange rate (at the date of the transaction) and the Company may decide to mitigate a given foreign currency exposure linked to these receivables and payables. Receivables and payables in foreign currencies are translated at the exchange rate prevailing at December 31. The translation di̸erences resulting from this revaluation are shown under "Unrealized foreign exchange losses and valuation di̸erences – Assets" and "Unrealized foreign exchange gains and valuation di̸erences – Liabilities" on the balance sheet. Unrealized foreign exchange gains and losses are o̸set currency by currency when maturities are comparable, and adjusted to take into account these derivatives (hedging transactions) contracted by the Company. If the net position by currency exposes the Company to a risk, a provision is recorded to cover it. REVENUES Revenue from sales of equipment (including pilot software) is recognized when the control has been transferred to the purchaser. These conditions are fulfilled upon physical transfer of the equipment in accordance with the contractual sale terms. For on-premise software, those conditions are usually fulfilled when the software is installed on the customer's computer (either by USB flash drive or downloading). Revenue from subscription sales of software (granting the customer with an access right to the said software licenses) is spread over the duration of the customer's commitment Revenue related software maintenance and recurring services, billed in advance, is spread linearly over the duration of the contracts, as they are 'stand-ready' obligations Revenue from non-recurring services is recognized when these services are rendered or, in certain cases, over time, based on the completion of hours or days of work. SUBSIDIES Investment grants are recognized in the income statement over the period of consumption of the economic benefits expected to derive from the corresponding asset. Operating subsidies are recognized as deferred revenues when received and recorded in the income statement under operating income. This applies to grants received to finance research and development projects. RESEARCH AND DEVELOPMENT COSTS The technical feasibility of software and equipment developed by the Company is generally not established until a prototype has been produced or until feedback is received from its pilot sites, setting the stage for their commercialization. Consequently, the technical and economic criteria requiring the recognition of development costs in assets at the moment they occur are not met, and these, together with research costs, are therefore fully expensed in the period in which they are incurred. DERIVATIVES The Company uses financial instruments to manage and hedge its exposure to foreign currency. Profits and losses resulting from the use of foreign exchange futures to hedge foreign exchange risk are recorded in profit or loss in the same period as the hedged transactions.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 244 Lectra - 2025 Annual Financial Report 5. Notes on balance sheet Parent company NOTE 1 INTANGIBLE ASSETS 2025 Internal software and developments Technology, patents and trademarks Other Total Gross value at January 1, 2025 34,238 2,623 20,883 57,742 External purchases 47 188 - 235 Internal developments 6,790 - - 6,790 Write-o̸s and disposals - (55) - (55) Gross value at December 31, 2025 41,075 2,756 20,883 64,712 Amortization at December 31, 2025 (29,055) (2,208) (13,328) (44,590) Net value at December 31, 2025 12,020 548 7,556 20,122 2024 Internal software and developments Technology, patents and trademarks Other Total Gross value at January 1, 2024 32,199 2,715 20,883 55,796 External purchases 312 330 - 642 Internal developments 2,172 - - 2,172 Write-o̸s and disposals (445) (422) - (868) Gross value at December 31, 2024 34,238 2,623 20,883 57,742 Amortization at December 31, 2024 (26,866) (2,082) (11,912) (40,860) Net value at December 31, 2024 7,373 541 8,971 16,882 Changes in depreciation: 2025 Internal software and developments Technology, patents and trademarks Other Total Amortization at January 1, 2025 (26,866) (2,082) (11,912) (40,860) Depreciation expenses (2,189) (181) (1,416) (3,785) Write-o̸s and disposals - 55 - 55 Amortization at December 31, 2025 (29,055) (2,208) (13,328) (44,590) Internal software and developments As part of an ongoing process to upgrade and reinforce its information systems, in 2024 and 2025 the Company purchased licenses for new information management software together with additional licenses for software already in use. Investments concerned license purchase costs together with the cost of developing and configuring the corresponding software. 2025 was notably impacted by the expenses incurred for the acquisition of the Group's new ERP. This project, which began in 2024, is expected to take another seven years. Write-o̸s and disposals of intangible assets mainly concern the scrapping of obsolete software. Other intangible assets In 2025, as in 2024, the Company did not acquire any other intangible assets. The bulk of other intangible assets concerns intellectual property previously held by Gemini CAD Systems S.A., for an amount of €5,950 thousand, Kubix Lab Srl for an amount of €3,077 thousand, Retviews SA for an amount of €2,300 thousand and the goodwill of a company acquired in 2005, non-amortizable, for an amount of €1,256 thousand. NOTE 2 PROPERTY, PLANT AND EQUIPMENT 2025 Land and buildings Fixtures and fittings Equipment and other Total Gross value at January 1, 2025 10,454 18,491 29,350 58,296 Investments - 638 1,525 2,163 Write-o̸s and disposals - (1) (150) (151) Gross value at December 31, 2025 10,454 19,128 30,725 60,308 Depreciation at December 31, 2025 (4,231) (14,735) (25,701) (44,667) Net value at December 31, 2025 6,223 4,394 5,024 15,640
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05 - PARENT COMPANY FINANCIAL STATEMENTS 245 Lectra - 2025 Annual Financial Report 2024 Land and buildings Fixtures and fittings Equipment and other Total Gross value at January 1, 2024 10,454 18,376 28,583 57,413 Investments - 143 1,069 1,212 Write-o̸s and disposals - (28) (302) (330) Gross value at December 31, 2024 10,454 18,491 29,350 58,296 Depreciation at December 31, 2024 (3,988) (13,697) (23,995) (41,681) Net value at December 31, 2024 6,467 4,794 5,355 16,616 Changes in depreciation: 2025 Land and buildings Fixtures and fittings Equipment and other Total Depreciation at January 1, 2025 (3,988) (13,697) (23,995) (41,681) Depreciation expenses (243) (1,038) (1,850) (3,132) Write-o̸s and disposals - 1 144 145 Depreciation at December 31, 2025 (4,231) (14,735) (25,701) (44,667) Land and buildings Land and buildings pertain only to the Company’s industrial facilities in Bordeaux-Cestas (France), amounting to a gross value of €10,454 thousand and to a net value of €6,223 thousand at December 31, 2025. The facilities in Bordeaux-Cestas cover an area of 11.6 hectares (28.7 acres) and the buildings represent 33,466 m2 (360,225 ft2). Investments are made on a regular basis at these facilities. At December 31, 2025, the land (non-depreciable) has a total gross value of €665 thousand. The total gross value of buildings is €9,789 thousand, depreciated in the amount of €4,231 thousand. Fixtures and fittings Fixtures and fittings refer to the Bordeaux-Cestas industrial facility for a gross amount of €19,128 thousand and a net amount of €4,394 thousand at December 31, 2025. Investments were made in fixtures and fittings in 2025 (€638 thousand) and 2024 (€143 thousand). In 2025, as in 2024, these mostly related to building renovations. Equipment and other property, plant and equipment Purchases of equipment and other property, plant and equipment in 2025 and 2024 mainly concerned computer equipment and manufacturing molds and tools for the Bordeaux-Cestas industrial facility. NOTE 3 - FINANCIAL FIXED ASSETS 2025 Investments in associates Other shares and loans Other financial fixed assets Total Gross value at January 1, 2025 640,913 8,967 4,753 654,633 Increase 27,443 1,400 18,226 47,068 Equity method di̸erence (62,759) - - (62,759) Disposals (2,174) (801) (20,025) (23,000) Gross value at December 31, 2025 603,423 9,566 2,954 615,943 Provisions at December 31, 2025 - (800) - (800) Net value at December 31, 2025 603,423 8,767 2,954 615,143 2024 Investments in associates Other shares and loans Other financial fixed assets Total Gross value at January 1, 2024 520,000 5,890 1,331 527,221 Increase 79,563 3,549 13,952 97,064 Equity method di̸erence 41,350 - - 41,350 Disposals - (472) (10,530) (11,002) Gross value at December 31, 2024 640,913 8,967 4,753 654,633 Provisions at December 31, 2024 - (828) - (828) Net value at December 31, 2024 640,913 8,139 4,753 653,804
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05 - PARENT COMPANY FINANCIAL STATEMENTS 246 Lectra - 2025 Annual Financial Report NOTE 3.1 INVESTMENTS IN ASSOCIATES Equity method di̸erences correspond to the di̸erence between the value of investments in associates after application of the equity method and the value at acquisition cost in the case where the equity-accounted value is higher than the acquisition cost, which is the case at December 31, 2025 as well as in 2024. In 2025, the decrease in equity method di̸erences was mainly due to the depreciation of the dollar and the deterioration in the net positions of certain subsidiaries. Acquisition of Launchmetrics On January 9, 2024, the Company announced the signature of an agreement to acquire the majority of the share capital and voting rights of the American company Launchmetrics. The transaction was finalized on January 23, 2024. It involves, in 2024, the acquisition of 50.2% of Launchmetrics’ share capital and voting rights for an amount of $83.2 million (€77 million). The acquisition of the remaining share capital and voting rights (minority shares purchase commitment – with cross puts and calls) will take place in five phases in 2025 (paid in June of this year), 2026, 2027, 2028 and 2030. It will bring the total cost of the acquisition to an estimated amount, at the initial date of the acquisition, between $200 and 240 million, based on expected double-digit growth in both recurring revenues and EBITDA before non-recurring items, over the 2024-2029 period. The Company carried out the second phase of the purchase of minority shares in June 2025 for an amount of $23.8 million (€20.5 million), bringing Lectra's share capital and voting rights to 63.2%. Takeover of Glengo Teknoloji and acquisition of Neteven The Group finalized an agreement regarding the acquisition of the remaining minority interests in Neteven and Glengo Lectra Teknoloji for €3.3 and €1.7 million, respectively. The payment for Glengo Lectra Teknoloji's minority shares took place in June 2025, and that for Neteven occurred in September 2025. Acquisition of Gemini In September 2021, the Company acquired 60% of the share capital and voting rights of the Romanian company Gemini for €9,396 thousand and also signed an agreement to purchase the remainder of the share capital and voting rights in 2024, 2025 and 2026. The Company purchased 15% of the share capital for an amount of €2,520 thousand in October 2024. The Company renegotiated the purchase price for the remaining shares for a fixed amount of €3,467 thousand. In 2025, the Company therefore paid an amount of €1,734 thousand and plans to pay an identical amount in 2026. This remaining commitment is now considered as a deferred payment and is recorded in “Other current liabilities”. Moreover, the Company carried out a share capital reduction for its subsidiary amounting to €2,174 thousand. NOTE 3.2 OTHER SHARES AND LOANS Acquisition of a minority interest in Six Atomic Following the signing of an agreement on September 16, 2024, Six Atomic carried out a capital increase of $2.5 million, reserved for Lectra, allowing it to acquire 17.9% of the company's shares and voting rights. The Company also holds options for progressively increasing its stake in the share capital of the company in order to support its development. Acquisition of a minority interest in AQC Industry SAS (AQC) Following the signing of an agreement on October 7, 2024, AQC carried out a capital increase of €1,299 thousand, reserved for Lectra, allowing it to acquire 28.9 % of the company's shares and voting rights. Lectra also holds options for progressively increasing its stake in the company in order to support its development. On December 19, 2025, AQC carried out a capital increase of €1,400 thousand, reserved for Lectra, allowing it to acquire an additional 15.5% of the company’s shares and voting rights. Following this acquisition, Lectra holds 44.4% of the company’s shares and voting rights. Other movements In 2025, the decrease in other shares and loans is explained by a repayment of €800 thousand for a loan granted in 2022 by the Company to its Turkish subsidiary Glengo Teknoloji AS (a repayment of €400 thousand in 2024). The balance is an amount of €2 million. NOTE 3.3 OTHER FINANCIAL FIXED ASSETS Treasury shares Treasury shares make up the bulk of this item. At December 31, 2025, the Company held 38,361 shares, i.e. 0.10% of the share capital within the framework of the liquidity agreement (compared with 0.09% at December 31, 2024) for a total of €885 thousand (compared with €937 thousand at December 31, 2024) representing an average purchase price of €23.06 per share.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 247 Lectra - 2025 Annual Financial Report Movements in treasury shares are detailed below: 2025 2024 Number of shares Amount Average price per share (in euros) Number of shares Amount Average price per share (in euros) Treasury shares at January 1 (historical cost) 35,468 937 26.43 31,409 885 28.16 Liquidity agreement Purchases (at purchase price) 371,211 9,118 24.56 178,222 5,289 29.68 Sales (being updated) (368,318) (9,106) 24.72 (174,163) (5,193) 29.82 Net cash flows for the fiscal year 2,893 13 4,059 96 Gains (losses) on disposals (65) (43) Treasury shares at December 31 (historical cost) 38,361 885 23.06 35,468 937 26.43 The resources allocated to the liquidity agreement also included, at December 31, 2025, the amount of €322 thousand. The Company holds no treasury shares outside the framework of the liquidity agreement. NOTE 4 INVENTORIES 2025 2024 Raw materials and other supplies 26,779 27,479 Finished goods(1) and work-in-progress: 11,722 11,893 Production works-in-progress 4,195 4,863 Finished products 7,312 6,758 Goods 215 273 Gross value 38,501 39,372 Raw materials and other supplies (7,172) (6,313) Finished goods(1) and work-in-progress: (3,743) (3,102) Production works-in-progress - - Finished products (3,743) (3,102) Goods - - Depreciation (10,915) (9,415) Raw materials and other supplies 19,608 21,166 Finished goods(1) and work-in-progress: 7,979 8,791 Production works-in-progress 4,195 4,863 Finished products 3,569 3,656 Goods 215 273 Net value 27,586 29,957 (1) Including demonstration and second-hand equipment. In 2025, €257 thousand of inventory fully written-down was scrapped (€623 thousand in 2024), thereby diminishing the gross value and write- downs by the same amount. NOTE 5 TRADE ACCOUNTS RECEIVABLE Maturity of receivables Receivables Gross amount in balance sheet Due in no more than one year Due in more than one year Receivables from fixed assets 4,432 2,069 2,363 Receivables from current assets 62,643 52,104 10,539 Prepaid expenses 7,490 7,490 - Total 74,565 61,663 12,902
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05 - PARENT COMPANY FINANCIAL STATEMENTS 248 Lectra - 2025 Annual Financial Report Changes in trade accounts receivable including deposits 2025 2024 Group trade accounts receivable 9,598 17,653 Group provisions for impairment - - Group trade accounts receivable, net value 9,598 17,653 Non-Group trade accounts receivable 22,086 29,472 Non-Group provisions for impairment (736) (386) Non-group trade accounts receivable, net value 21,350 29,086 Total trade accounts receivable, gross value 31,684 47,125 Provisions for impairment (736) (386) Total trade accounts receivable, net value 30,948 46,739 Trade accounts receivable at December 31, 2025 include €17,462 thousand, excluding taxes, on recurring contracts, other services and equipment billed in advance in respect of fiscal year 2026 (compared with €16,529 thousand, excluding taxes, at December 31, 2024 in respect of fiscal year 2025). The counterparty is recorded in deferred revenues (see note 12). The Company holds no trade receivable with a maturity beyond one year. NOTE 6 OTHER RECEIVABLES Less than 1 year Between 1 and 5 years Total Advances granted to employees 12 - 12 Advances granted to subsidiaries 13,409 - 13,409 Research tax credit 2,162 10,539 12,701 VAT 826 - 826 Income tax receivables 3,640 - 3,640 Other miscellaneous receivables 370 - 370 Total 20,419 10,539 30,958 Research tax credit When the research tax credit applicable in France cannot be deducted from the corporate income tax, it is treated as a receivable on the French tax administration. If unused in the ensuing three years, they are historically repaid to the Company in the course of the fourth year. The research tax credit (€2,973 thousand) for fiscal 2025 was recognized but not received. Thus, at December 31, 2025, Lectra SA held a €12,701 thousand receivable on the French tax administration, comprised of the remaining amount of the research tax credit, after deduction from the corporate income tax due for each fiscal year: €2,973 thousand for 2025, €1,549 thousand for 2024, none for fiscal years 2022 and 2023 (since the research tax credit was fully deducted from the corporate income tax of those fiscal years), and €8,179 thousand for 2018-2019). The Company had also recorded a provision for risk of €6,600 thousand in December 31, 2023, considering ongoing discussions with the French administration concerning the Lectra SA research tax credit. Considering its estimates of tax credits and corporate income tax for the next three fiscal years, the Company does not expect to make any payment in respect of corporate income tax in France (other than for certain very occasional advance payments, from which the research tax credit of each fiscal year will be deducted in full. During the third quarter of 2025, it therefore received the balance of €2,037 thousand in respect of the 2021 tax credit. If the income tax expense were to rise above the amounts of tax credit for the year, the Company would continue not to pay corporate income tax until the corresponding receivable is deducted in full. Thereafter it would deduct these tax credits each year from the income tax expense for the same year in full and would be required to pay the residual amount. Other tax receivables Other tax receivables at December 31, 2025 comprise mainly the recoverable value-added tax amounting to €826 thousand (€584 thousand at December 31, 2024).
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05 - PARENT COMPANY FINANCIAL STATEMENTS 249 Lectra - 2025 Annual Financial Report NOTE 7 PREPAID EXPENSES 2025 2024 Rental and insurance costs 532 582 IT equipment rental costs 5,982 5,151 Other prepaid expenses 977 1,312 Total 7,490 7,045 NOTE 8 SHAREHOLDERS' EQUITY 2025 2024 Shareholders' equity at January 1 522,611 468,262 Share capital movements and issue premiums 1,755 2,225 Changes in revaluation reserves (62,759) 41,350 Movements in retained earnings and reserves - - Dividend distributions (15,199) (13,625) Net income for the fiscal year 19,727 24,399 Investment subsidies 80 - Shareholders' equity at December 31 466,215 522,611 NOTE 8.1 SHARE CAPITAL, SHARE AND MERGER PREMIUMS The share capital at December 31, 2025 totaled €38,063,263, divided into 38,063,263 shares with a par value of €1.00 (it amounted to €37,966,274 divided into 37,966,274 shares with a par value of €1.00 at December 31, 2024). As of January 1, 2025, the share capital had increased by 96,989 shares due to the exercise of stock options, leading to an increase of €96,989 in the share capital and a total issue premium of €1,657,547 (issue of 133,309 shares in 2024). Apart from the authority to increase the capital granted by the Shareholders’ Meeting within the framework of the granting of stock options to senior executives and employees, there is no other authorization outstanding such as to alter the number of shares comprising the share capital. The tables below provide details of changes in the number of shares, the share capital and share and merger premiums in fiscal years 2025 and 2024. Note 8.1.1 Share capital 2025 2024 Number of shares Share capital (in euros) Number of shares Share capital (in euros) Share capital at January 1 37,966,274 37,966,274 37,832,965 37,832,965 Stock options exercised 96,989 96,989 133,309 133,309 Share capital at December 31 38,063,263 38,063,263 37,966,274 37,966,274 The shares comprising the capital are fully paid up. Note 8.1.2 Share and merger premiums 2025 2024 Share and merger premiums at January 1 142,869 140,777 Stock options exercised 1,657 2,092 Share and merger premiums at December 31 144,526 142,869 NOTE 8.2 VOTING RIGHTS Voting rights are proportional to the share capital represented by stock held. Prior to the Extraordinary Shareholders' Meeting of April 25, 2025, only registered shares held before May 15, 2001 carried double voting rights, in accordance with the transitional provisions of the by-laws. On April 25, 2025, the Special Shareholders' Meeting of holders of shares with double voting rights and the Extraordinary Shareholders' Meeting approved the cancellation of double voting rights and the consequent amendment to the by-laws. This cancellation (i) brought 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 (ii) put an end to an inequality among shareholders, as this advantage was limited to an extremely small number of them and no other shareholders were entitled to it. At December 31, 2025, all shares carried a single voting right, and the theoretical total number of voting rights was 38,063,263. This number has been reduced to 38,024,902 due to the fact that no voting rights are attached to treasury shares (under the liquidity agreement). NOTE 8.3 CROSSING OF STATUTORY THRESHOLDS Other than the legal notification requirements for crossing the thresholds established by French law, there is no special statutory obligation. NOTE 8.4 STOCK OPTIONS At December 31, 2025, 499 employees were the beneficiaries of 1,504,013 options and 21 former employees still held 276,873 options; altogether, 520 persons were beneficiaries of options (respectively 424, 21 and 445 at December 31, 2024). At that date, the maximum number of shares comprising the share capital, including potential new shares liable to be issued via the exercise of existing rights qualifying for subscription to new shares was 39,844,149, made up as follows: ■ share capital: 38,063,263 shares; ■ stock options: 1,780,886 shares. Each option entitles the holder to purchase one new share with a par value of €1.00 at the exercise price set by the Board of Directors on the grant date. If all of the outstanding stock options at December 31,
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05 - PARENT COMPANY FINANCIAL STATEMENTS 250 Lectra - 2025 Annual Financial Report 2025 were exercised – regardless of whether the beneficiary’s options are vested or not yet vested – and regardless of their exercise price relative to their market price at December 31, 2025, the share capital would increase by €1,780,886, with a total issue premium of €40,563,486. The potential dilution would thus be 4.5%. None of the Company’s subsidiaries have set up a Company stock option or share purchase plan. Annual option plans are granted by the Board of Directors at least twenty trading days after the dividend approved by the annual Shareholders’ Meeting is made payable, or thirty to forty-five calendar dates after the Meeting if no dividend is declared, i.e. around June 10. The share exercise price is set on the date of granting of the options, at a price in no circumstances less than the average opening price of the share listed for the twenty trading sessions prior to the date of granting of options by the Board of Directors. Note 8.4.1 Outstanding stock options: options granted, exercised and canceled during the period 2025 2024 Number of stock options Weighted average exercise price (in euros) Number of stock options Weighted average exercise price (in euros) Stock outstanding options at January 1 1,463,680 26.11 1,377,567 24.31 Stock options granted during the year(1) 1,102,568 24.75 311,270 32.50 Stock options exercised during the year (96,989) 18.09 (133,309) 16.69 Stock options expired/canceled during the year (688,373) 31.08 (91,848) 34.47 Stock outstanding options at December 31 1,780,886 23.78 1,463,680 26.11 - of which vested 747,090 22.35 873,574 22.04 - of which not yet vested 1,033,796 24.81 590,106 32.11 (1) Maximum total theoretical number of stock options, of which 573,503 options were granted subject to the waiver condition of the 2022-2023-2024 plans. For more details, see chapter 1, Management Discussion and Analysis, section 9.5.2. For the plans granted since 2016, the right to exercise these options vests on a single occasion at the end of the four-year period starting on January 1 of the year of granting and ending on December 31 of the fourth year. Note 8.4.2 Breakdown of outstanding stock options at December 31, 2025, by category of beneficiaries Number of beneficiaries Number of stock options In % Of which fully vested Of which exercise rights not yet vested Group Executive Management(1) 9 370,039 20% 101,870 268,169 Group management(2) 23 240,916 14% 80,039 160,877 Other employees(3) 467 893,058 51% 288,308 604,750 Persons having left the Company and still holding unexercised options 21 276,873 16% 276,873 0 Total 520 1,780,886 100% 747,090 1,033,796 (1) The sole beneficiaries are the members of the Executive Committee, excluding Daniel Harari, Chairman and Chief Executive O̹cer, who does not hold any options. (2) Plan subject, for 50%, to attendance criteria and 50% to performance criteria over one year. (3) Plan subject to presence criteria only. The 276,873 stock options held by people having left the Group are broken down by exercise date as follows: 195,552 options in 2024, 35,883 options in 2025, 23,030 options in 2026, 21,636 in 2027 and 772 in 2028. Note 8.4.3 Breakdown of outstanding stock options at December 31, 2025, by exercise date and exercise price Grant date Expiration date Number Exercise price (in euros) June 12, 2018 June 12, 2026 1,530 22.25 June 12, 2019 June 12, 2027 1,246 22.50 June 9, 2020 June 9, 2028 535,488 18.00 June 8, 2021 June 8, 2029 161,230 33.50 June 8, 2022 June 8, 2030 24,174 38.50 June 7, 2023 June 7, 2031 25,108 28.25 June 7, 2024 June 7, 2032 7,430 32.50 June 5, 2025 June 5, 2033 1,024,680 24.75 Total 1,780,886
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05 - PARENT COMPANY FINANCIAL STATEMENTS 251 Lectra - 2025 Annual Financial Report Note 8.4.4 Breakdown of stock options for which exercise rights remain to be vested after December 31, 2025 by the beneficiaries Year Number 2026 3,472 2027 1,030,324 Total 1,033,796 Note 8.4.5 Absence of stock option plans for the company o̹cer No stock option was granted to Daniel Harari, Chairman and Chief Executive O̹cer, who owns more than 10% of the capital since 2000 and has therefore been prohibited since this date by French law from being granted further stock option, and holds none. Note 8.4.6 Stock options granted in 2025 At its meeting of June 5, 2025, the Board of Directors granted 1,102,568 options under the 2025 stock option plan, of which 573,503 options subject to a condition precedent to waive rights to the 2022, 2023 and 2024 plans. The first allocation plan for a maximum of 529,065 stock options to 389 beneficiaries, at an exercise price of €24.75 per option, breaks down as follows: ■ a maximum number of 140,934 options to 10 members of the Executive Committee, for which the right to exercise the options is dependent on the presence on December 31, 2027 and on the 2024-2027 performance for all the options granted; ■ a maximum number of 84,619 options to 23 of the most senior executives for which the right to exercise the options is dependent on the presence on December 31, 2027 for half of the options granted and to the presence and the performance in 2025 for the other half of the options granted; and ■ 303,512 stock options to 356 other managers and individual contributors, the right to exercise being conditional on solely presence at December 31, 2027. For options subject to performance conditions, the final number of options is calculated according to the percentage of achievement of the objectives set for the reference period concerned: ■ 2025 for the most senior management beneficiaries, and ■ 2025-2027 for beneficiaries who are members of the Executive Committee. It also takes account of departures between the date of grant and the end of 2025. In addition, on June 5, 2025, the Board of Directors proposed to the beneficiaries of the 2022, 2023 and 2024 plans an allocation of a number of new options equal to that granted under the said plans, subject to the waiver by each interested party of all of their options resulting from said plans. This allows the beneficiaries concerned to envisage a capital gain on the options granted in previous years, with an exercise price of €24.75 (instead of €38.50, €28.25 and €32.50, respectively, for the 2022, 2023 and 2024 plans), but without an increase in dilution. This new grant subject to the waiver condition totals 573,503 options. At the date of this report, the calculations of actual performance in 2025 have been finalized for all the most senior manager beneficiaries and 6,453 options were canceled out of the 84,619 options originally granted to them. The calculations of the performance of the members of the Executive Committee for the period 2025-2027 and the cancellation of the non-vested options due to the non-achievement of the 2025-2027 objectives will be carried out in 2028. Moreover, 37,560 options granted in 2025 have ceased to be valid due to the departure of 10 beneficiaries. 13,227 options also lapsed, due to their waiver or cancellation for the preservation of options granted in 2022, and/or 2023, and/or 2024 by the 21 beneficiaries concerned. As a result, the total number of stock options at December 31, 2025 initially granted (1,102,568 options to 459 beneficiaries) has been reduced to 1,024,680 and the number of beneficiaries to 436. The 10 Group employees to whom the largest number of options was granted in the course of fiscal year 2025 were granted a total of 148,692 options. All of the options granted concerned Group employees. The only company o̹cer (dirigeant mandataire social), Daniel Harari, has held no stock options since 2000. The options are valid for a period of eight years from the date of granting. The right to exercise the options vests at the end of the period ended December 31, 2027 (the beneficiary being required to retain links with the Company or with one of its related companies in the form of an employment contract or as a company o̹cer at this date). In the event of the departure of a beneficiary before this date, all options that were granted to the beneficiary cease to be valid. By way of exception, the right to exercise options shall be maintained in the event of the death of the beneficiary, or retirement at the statutory pensionable age in the beneficiary's country. Provided the death or retirement occurs between January 1 of the year following the grant and the end of the three-year vesting period (that is, between January 1, 2025 and December 31, 2027) the right to exercise options shall be maintained in full. Moreover, 610,485 options granted prior to 2025 have lapsed due to the departure of the beneficiaries or the waiver of rights to the 2022 to 2024 plans or because they have not been exercised by their beneficiaries.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 252 Lectra - 2025 Annual Financial Report Note 8.4.7 Options exercised in 2025 96,989 options pertaining to the di̸erent stock option plans in force at December 31, 2024 were exercised in 2025. 2025 Grant date Number of stock options exercised Exercise price per share (in euros) June 12, 2018 2,055 22.25 June 9, 2020 92,874 18.00 June 8, 2021 2,060 33.50 Total 96,989 18.42 NOTE 9 PROVISIONS FOR CONTINGENCIES AND LOSSES Total at January 1, 2025 Increases: amount for the fiscal year Decreases: reversals in the fiscal year At December 31, 2025 Used amounts reversed Unused amounts reversed Provisions for foreign exchange losses 3,333 - (2,807) - 526 Provisions for warranties and technical contingencies 740 1,006 - (1,160) 585 Other provisions for contingencies 6,600 - - - 6,600 Provisions for contingencies 10,673 1,006 (2,807) (1,160) 7,711 Provisions for retirement benefit obligations 7,326 696 (966) (176) 6,879 Provisions for social contingencies 520 142 (133) (36) 494 Provisions for losses 7,846 838 (1,099) (212) 7,373 Total 18,519 1,844 (3,906) (1,372) 15,084 NOTE 9.1 PROVISIONS FOR FOREIGN EXCHANGE LOSSES Provisions for foreign exchange losses reflect the Company’s risk on its long-term and short-term currency positions (see note 18). NOTE 9.2 PROVISIONS FOR RETIREMENT BENEFIT OBLIGATIONS The provision is calculated in accordance with applicable accounting rules and methods. The rates retained under the actuarial assumptions for fiscal year 2025 are as follows: ■ an average rate of salary increase (including inflation) by socio- professional category and by age bracket; ■ a discount rate of 3.95%; ■ the turnover rate for employees under 50 years of age was 6.60% for non-managerial grade personnel, and 13.90% for managerial grade personnel. It was 0% over the age of 50 for non-managerial grade personnel and 1.70% for managerial grade personnel; ■ an average social contribution rate of 46.5% for managerial grade personnel and 46.0% non-managerial grade personnel. NOTE 10 BORROWINGS AND FINANCIAL DEBT NOTE 10.1 NET CASH / NET DEBT 2025 2024 Available cash 21,780 36,365 Cash equivalents - - borrowings and financial debt (85,072) (100,117) Net debt / Net cash (63,292) (63,752) Until May 31, 2021, the Company had no borrowings or financial debt. On June 1, 2021, it took out a €140 million loan with three banks, which was fully repaid on June 27, 2024. A further loan of €100 million was taken out with three banks in June 2024. In 2025, the Company repaid an amount of €15 million in two installments of €7.5 million in June and December. The major part of cash is invested in interest-bearing sight accounts and time deposits. NOTE 10.2 BORROWINGS AND FINANCIAL DEBT BY CATEGORY AND BY MATURITY The Company signed a new agreement with its banks in January 2024 for a €100 million loan with a five-year maturity, which was drawn down on June 27, 2024, and is repayable by eight semi-annual installments of 7.5% and 40% in fine. It bears interest at the 3-month or 6-month Euribor rate, to which a margin is added, depending on a leverage ratio set at 155 basis points at December 31, 2025 (175 basis points at December 31, 2024). At December 31, 2025, the maturity of the loan was as follows: 2025 2024 Short term – less than one year (15,072) (15,117) Long term – more than one year, and less than five years (70,000) (85,000) Total (85,072) (100,117)
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05 - PARENT COMPANY FINANCIAL STATEMENTS 253 Lectra - 2025 Annual Financial Report Covenant For the entire duration of the loan, the Company is committed to complying with a leverage ratio specifying the ratio of the Group's net financial debt to EBITDA before non-recurring items on June 30 and December 31 of each year. NOTE 11 TRADE PAYABLES AND OTHER SHORT-TERM LIABILITIES Maturity of payables Payables Gross amount in balance sheet Due in no more than one year Due in more than one year and no more than five years Due in more than 5 years Borrowings and similar payables 85,072 15,072 70,000 - Trade payables and related accounts 59,006 59,006 - - Other payables 125,632 125,632 - - Deferred revenues 17,462 17,462 - - Total 287,172 217,172 70,000 - Change in trade payables and other current liabilities 2025 2024 Trade payables 24,638 23,727 Trade payables (invoices not yet received) 12,588 10,811 Customer deposits 5,689 11,918 Total Trade payables and customer deposits 42,915 46,456 Social liabilities 15,586 14,650 Tax liabilities 506 536 Total tax and social security payables 16,091 15,186 Inter-company current account / cash agreement 123,434 117,070 Liabilities on equity investments 1,733 3,467 Other payables 464 529 Total other payables 125,632 121,066 In 2025, the decrease in the line Liabilities on equity investments for an amount of €1,734 thousand corresponds to the purchase by the Company of the residual shares in Gemini CAD Systems SA paid in 2025. NOTE 12 DEFERRED REVENUES 2025 2024 Deferred revenues on recurring contracts 16,617 15,747 Other deferred revenues(1) 845 782 Total 17,462 16,529 (1) Other deferred revenues mainly correspond to invoiced services, which were not completed at fiscal year end. The counterpart of amounts related to recurring contracts billed in advance and other deferred revenues that have not yet been collected is recorded (including taxes) in the item “Trade accounts receivable” on the assets side of the balance sheet (see note 5). Recurring contracts are generally payable on the first day of the period they cover. In order to optimize collection, the Company endeavors to bill the largest number of them in advance.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 254 Lectra - 2025 Annual Financial Report 6. Notes to the income statement Parent company By convention, a minus sign in the tables of notes to the income statement represents an expense for the fiscal year, and a plus sign an income or gain for the year. NOTE 13 REVENUES The revenues is split as follows: 2025 2024 France 21,592 20,536 Group exports 128,887 136,665 Non-Group exports 81,797 77,756 Total 232,276 234,957 NOTE 14 OTHER OPERATING REVENUE 2025 2024 Production added to inventories 37 1,908 Capitalized production 6,840 2,269 Subsidies 461 - Reversals of depreciation, amortization, impairment, and provisions 3,447 833 Proceeds from sales of tangible and intangible assets - - Other income 1,048 3,181 Total 11,834 8,190 "Production added to inventories" includes changes in inventories (see note 4). In 2025, as in 2024, the capitalized expenses notably includes costs directly attributable to the development and configuration of the Company's management software. In 2025, the Company received a subsidy to finance R&D projects. The item "Reversals of depreciation, amortization, impairment, and provisions" includes the unused reversals of provisions for contingencies and losses (see note 9) In 2025, the Company recognized net income of €988 thousand related to transfer pricing adjustments (net income of €1,021 thousand in 2024) and a net foreign exchange loss of €7,320 thousand recognized in "Other expenses" (compared to a net foreign exchange gain of €1,811 thousand recognized in "Other income" in the 2024 restated financial statements). NOTE 15 PERSONNEL COSTS 2025 2024 Fixed personnel costs (78,740) (74,926) Variable personnel costs(1) (1,383) (2,613) Total (80,123) (77,539) (1) The variable personnel costs include payments related to the employee incentive plan (see note 15.3) NOTE 15.1 ACTIVE HEADCOUNT AT DECEMBER 31 Average active headcount during the fiscal year 2025 2024 Workers 26 36 Employees 49 39 Technicians 127 127 Managers and engineers 715 707 Total 917 909 NOTE 15.2 ECONOMIC HEADCOUNT AT DECEMBER 31 2025 2024 Economic headcount (full-time equivalents) 898 889 NOTE 15.3 EMPLOYEE PROFIT-SHARING AND INCENTIVE PLANS → Profit-sharing plan An amendment to the October 1984 employee profit-sharing plan (participation), applicable solely to the Company employees, was signed in October 2000. Under this plan, a portion of the special employee profit-sharing reserve set aside annually may be invested in equity securities, in a corporate savings plan. Consequently, beneficiaries may choose between six types of funds, one consisting exclusively of Lectra shares, at their discretion. In 2026, no profit-sharing will be paid in respect of fiscal year 2025 (no profit-sharing payment was made in 2025 in respect of fiscal year 2024). → Incentive plan A collective employee incentive plan (intéressement), applicable solely to the Company employees, was signed for the first time in September 1984 and renewed every year since that date. The most recent incentive plan signed in June 2023 covers the period 2023- 2025. The incentive amount provisioned in respect of fiscal 2025 equals €314 thousand. An incentive payment amounting to €599 thousand was paid in 2025 in respect of 2024.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 255 Lectra - 2025 Annual Financial Report NOTE 15.4 COMPENSATION OF SENIOR EXECUTIVES The Group's senior executive team counted 13 people at December 31, 2025. Personnel expenses recognized in 2025 relating to the senior executive team amounted to €4,657 thousand (€4,956 thousand in 2024) and broke down as follows: 2025 2024 Fixed compensation 3,483 3,630 Variable compensation 167 347 Other short-term benefits 266 307 Post-employment benefits (1) 20 17 Severance compensation - - Granting of stock options (1) 721 655 Personnel expenses related to the Group management team 4,657 4,956 (1) The company o̹cer (dirigeant mandataire social) is not granted any special arrangement or specific benefits concerning deferred compensation, severance compensation, or retirement benefit obligations committing the Company to pay any form of indemnity or benefit in the event of termination of his functions, or at the time of his retirement, or more generally subsequent to the ending of his functions. He holds no stock options. NOTE 15.5 DIRECTORS' COMPENSATION Conditional upon approval by the Annual Shareholders’ Meeting on April 29, 2026, €425 thousand in Directors’ fees will be allocated to the members of the Board of Directors with respect to fiscal 2025 (€440 thousand in 2024). Non-executive directors still in o̹ce at December 31, 2025 do not receive any other form of compensation. NOTE 15.6 CONTRIBUTIONS TO PENSION PLANS Contributions to compulsory or contractual pension plans are expensed in the income statement in the year in which they are paid. NOTE 16 OTHER PURCHASES AND EXTERNAL EXPENSES 2025 2024 Other purchases and fixed external expenses (49,617) (42,841) Other purchases and variable external expenses (18,175) (16,291) Total (67,792) (59,133) In 2025, other purchases and external expenses included €680 thousand for the audit of the Company's financial statements as well as other fees for services other than the certification of financial statements. PwC KPMG Ernst & Young Fees related to the certification of financial statements 175 186 150 Fees related to the certification of sustainability information 158 Fees for services other than the certification of financial statements 6 1 4 Total 339 187 154
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05 - PARENT COMPANY FINANCIAL STATEMENTS 256 Lectra - 2025 Annual Financial Report NOTE 17 DEPRECIATION, AMORTIZATION AND PROVISIONS 2024 Increases: amount for the fiscal year Decreases: reversals in the fiscal year 2025 Depreciation, amortization and impairment of fixed assets - intangible assets (40,860) (3,785) 55 (44,590) - property, plant and equipment (41,680) (3,132) 145 (44,667) - financial fixed assets (828) - 28 (800) Operating provisions - inventories (9,415) (1,758) 258 (10,915) - receivables (386) (650) 301 (736) Total (93,169) (9,326) 786 (101,709) NOTE 18 NET FINANCIAL INCOME (EXPENSE) 2025 2024 Financial income: From equity interests 10,995 6,090 From other marketable securities and receivables from fixed assets 588 1,056 Other interest and similar income 4 - Reversals of impairment and provisions 29 313 Other interest income 122 171 Financial expenses: Depreciation, amortization, impairment and provisions (1) (72) Interest and similar expenses(1) (8,844) (10,033) Other financial expenses (187) (214) Total 2,706 (2,690) (1) o/w Group financial transactions 6,444 1,449 In 2025, the Company received dividends distributed by some of its subsidiaries amounting to €10,403 thousand (€5,424 thousand in 2024). In addition, €4,519 thousand in interest was paid on intercompany current accounts and cash pooling arrangements (€3,692 thousand in 2024). In 2025, financial expenses included €4,035 thousand in interest (€5,136 thousand in 2024 relating to the bank loan of €100 million (see note 10.2). In 2025, the Company recognized a loss of €65 thousand in net financial income (expense), mainly corresponding to capital losses realized on the sale of treasury shares (a loss of €43 thousand in 2024; presented as extraordinary income in the published financial statements but restated under financial income in the table above). At December 31, 2025, as at December 31, 2024, the Company held no currency options. NOTE 19 EXTRAORDINARY INCOME AND EXPENSES Net extraordinary income includes: - income and expenses directly related to a major and unusual event and which would not have been recognized in the absence of this event; - accounting entries of exclusively tax origin, such as accelerated depreciation and amortization; - changes in accounting methods recognized in profit or loss, when their treatment in shareholders' equity is excluded due to tax arrangements; - corrections of errors, with the exception of those concerning entries initially charged directly to shareholders' equity. At December 31, 2025, net extraordinary income was zero. NOTE 20 INCOME TAX At December 31, 2025, as at December 31, 2024, the Company reported a taxable profit. At December 31, 2025, the net tax income of €771 thousand mainly came from corporate income tax recognized for 2025, amounting to €2,235 thousand, against which the Company o̸set the research tax credit for the year of €2,973 thousand. At December 31, 2024, the net tax expense of €847 thousand mainly came from corporate income tax recognized for 2024, amounting to €4,657 thousand, against which the Company had o̸set the research tax credit for the year of €4,199 thousand. The di̸erence between 2025 and 2024 relates to withholding taxes on certain software royalties and to tax relief.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 257 Lectra - 2025 Annual Financial Report 7. Additional disclosures Parent company NOTE 21 COMMITMENTS GIVEN AND RECEIVED NOTE 21.1 Commitments given (excluding derivatives) Payments due by period Total Contractual commitments Less than 1 year Between 1 and 5 years More than 5 years Operating leases: o̹ces 1,446 3,545 - 4,991 Operating leases: other(1) 14,058 12,271 5,261 31,590 Total operating leases 15,504 15,816 5,261 36,581 Other guarantees: sureties(2) 929 475 1,143 2,547 (1) Mainly Group management software subscription contracts (including the new ERP), miscellaneous service contracts and IT and o̹ce equipment rentals. (2) This mainly concerns sureties given by the Company or by its banks for the benefit of customers, other financial institutions of Group subsidiaries. Commitments given to Group employees and corporate o̹cers regarding stock subscription options are detailed in note 8.4. NOTE 21.2 COMMITMENTS RECEIVED The Company had no cash credit lines at December 31, 2025. NOTE 21.3 FINANCIAL INSTRUMENTS: CURRENCY HEDGES The Company essentially used forward sales and purchases of the main currencies in which it operates in 2025 and 2024 to hedge its balance-sheet currency positions at each month-end. The forward contracts entered into by the Company on the basis of the material currency positions on the balance sheets at December 31, 2025 and 2024 are broken down as follows (hedges against the euro, unless otherwise stated): 2025 2024 Value in thousands of currency(1) Equivalent value in thousands of euros(2) Di̸erence in value(3) Expiration date Value in thousands of currency(1) Equivalent value in thousands of euros(2) Di̸erence in value(3) Expiration date USD (36,370) (31,090) (137) January 28, 2026 (53,690) (51,566) 114 January 8, 2025 USD / CNH 6,601 5,631 13 January 23, 2026 6,923 6,585 (79) January 8, 2025 CNH (13,616) (1,671) (11) January 28, 2026 24,471 3,214 6 January 8, 2025 GBP (2,702) (3,089) 8 January 28, 2026 (2,788) (3,366) (3) January 8, 2025 GBP / CNH (309) (354) 1 January 23, 2026 (309) (374) (1) January 8, 2025 HKD (1,740) (192) (2) January 28, 2026 (3,017) (371) 3 January 8, 2025 HKD / USD 1,659 182 0 January 23, 2026 - - - - JPY (258,654) (1,428) (23) January 28, 2026 (325,331) (2,010) (15) January 8, 2025 Other currencies na (5,970) (14) January 28, 2026 na (4,800) (39) January 8, 2025 Total (37,981) (166) (52,687) (15) (1) For each currency, net balance of forward sales and (purchases) against euros. (2) Equivalent value of forward contracts is calculated at historical rates. (3) Di̸erence in value reflects the di̸erence between historical equivalent value and equivalent value at closing price of the forward contracts. NOTE 21.4 FINANCIAL INSTRUMENTS: INTEREST RATE HEDGES The Company’s exposure to interest rate fluctuations is essentially exposure to cash flow risk related to borrowing at variable rates. The Company entered into an interest rate swap (fixed/variable) in June 2024 to hedge the risk of interest rate volatility on the variable- rate debt (indexed to 3-month Euribor) for one third of the borrowed amount (a €100 million loan taken out in June 2024 for three years). The Company’s objective is to reduce its financing cost by limiting the impact of interest rate fluctuations on its income statement: these rates are therefore monitored regularly, and the Company will use, if it deems necessary, market interest rate instruments (interest rate swaps, options, etc.). The Company adopts a prudent short-term investment policy for its cash surpluses, which are placed in negotiable certificates of deposit issued by the Company’s banks or in interest-bearing sight or term accounts. NOTE 21.5 OTHER FINANCIAL COMMITMENTS In 2021, during the acquisition of 80% of Neteven, the Company also committed to acquire the balance of the share capital and voting rights, in 2025. A liability corresponding to this purchase commitment was thus estimated at €2,500 thousand. The payment for these minority shares took place in September 2025 in the amount of €3,297 thousand. In June 2022, Lectra carried out a merger between its subsidiary Lectra Turkey and Glengo, the exclusive distributor of Gerber solutions in Turkey, by acquiring the assets and employees in return for, among other things, €5 million and the acquisition by Glengo’s shareholders of 25% of the shares of Lectra Turkey, which became Glengo Lectra Teknoloji. The payment of the minority shares in Glengo Lectra Teknoloji took place in June 2025 for an amount of
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05 - PARENT COMPANY FINANCIAL STATEMENTS 258 Lectra - 2025 Annual Financial Report €1,742 thousand. With the acquisition of 50.5% of TextileGenesis, the Group has also committed to purchase the remaining share capital and voting rights (using cross put and call options) in three installments (January 2026, January 2028 and August 2029). The liability corresponding to these buyback commitments amounts to €45,735 thousand. In 2024, the acquisition of Launchmetrics involved 50.2% of the share capital and voting rights for an amount of $83.2 million (€77.0 million). The acquisition of the remaining share capital and voting rights takes place in five stages, in 2025 (paid in June of this year), 2026, 2027, 2028 and 2030 (commitment to purchase minority shares – by means of cross put and call options), and will bring the total acquisition price to an amount estimated at the acquisition date at between $200 and $240 million. The Company carried out second phase of the purchase of minority shares in June 2025 for an amount of $23,829 thousand, bringing the holding of share capital and voting rights to 63.2%. The debt corresponding to the remaining minority share purchase commitment amounted to $78,024 thousand (€66,403 thousand at the December 31, 2025 exchange rate). NOTE 22 SUBSIDIARIES AND EQUITY INTERESTS Information on subsidiaries and equity interests Company Country Shareholders' equity Share of capital held (as a %) Carrying value of securities held: Gross Net amount of loans and advances granted by the Company Amount of commitments given by the Company Revenues excl. VAT for the last fiscal year ended Net income for the last fiscal year ended Dividends received by the Company during the fiscal year Subsidiaries Lectra South Africa (Pty) Ltd South Africa 550 100.0 244 4,263 348 202 Lectra Deutschland GmbH Germany 9,511 99.9 2,515 14,846 1,020 Lectra Australia Pty Ltd Australia 143 100.0 90 664 29 Lectra Benelux NV Belgium 1,889 99.9 466 3,899 183 Retviews SA Belgium 1,682 100.0 11,955 664 49 Lectra Brasil Ltda Brazil 1,796 100.0 4,873 363 8,756 476 Lectra Canada Inc. Canada 829 100.0 101 2,105 105 Lectra Systems (Shanghai) Co.Ltd China 4,936 100.0 2,094 22,062 435 659 Lectra Taiwan Co.Ltd China (3) 100.0 228 688 7 Lectra Hong Kong Ltd China (521) 99.9 0 636 18 Lectra Suzhou equipment manufacturing co Ltd China 199 100.0 500 10,563 541 Lectra Korea Ltd South Korea 2,084 100.0 847 3,097 159 Lectra Danmark A/S Denmark 486 100.0 139 396 33 Lectra Sistemas Española SAU Spain 1,318 100.0 59 6,406 400 466 Lectra Baltic Oü Estonia 1,456 100.0 100 2,329 137 Lectra USA Inc. United States 21,665 100.0 3,623 36,263 2,903 Knife Holding Corporation Inc. United States 113,554 100.0 296,588 0 (3,311) Fashion GPS Inc. United States 62,286 63.2 97,572 9,759 16,178 (559) Lectra Suomi Oy Finland 421 100.0 86 580 41 Neteven S.A. France (2,849) 100.0 16,363 3,650 3,044 (1,099) AQC Industry SAS France 0 44.4 2,700 0 0 Lectra Technologies India Private Ltd India 16 100.0 291 870 45 75 Lectra Italia SpA Italy 5,484 100.0 3,227 38,363 1,390 6,600 Kubix Lab Srl Italy 395 100.0 7,178 0 68 Lectra Japan Ltd Japan 547 100.0 60 7,556 96 Lectra Maroc Sarl Morocco 2,796 99.4 145 7,011 1,082 Textile Genesis B.V Netherlands 29,037 50.5 15,160 3,260 465 1,010 Lectra Systèmes SA de CV Mexico 14,519 100.0 1,053 32,981 2,009 Lectra Portugal Lda Portugal 1,212 99.9 458 7,228 171 Retviews Bucharest SRL Romania 797 100.0 0 0 205 Gemini CAD Systems S.A. Romania 3,646 100.0 11,476 1,310 1,288
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05 - PARENT COMPANY FINANCIAL STATEMENTS 259 Lectra - 2025 Annual Financial Report Company Country Shareholders' equity Share of capital held (as a %) Carrying value of securities held: Gross Net amount of loans and advances granted by the Company Amount of commitments given by the Company Revenues excl. VAT for the last fiscal year ended Net income for the last fiscal year ended Dividends received by the Company during the fiscal year Lectra UK Ltd United Kingdom 935 99.9 1,379 5,745 376 250 Six Atomic PTE.Ltd Singapore 0 17.9 2,249 0 0 Lectra Sverige AB Sweden 973 100.0 240 1,932 112 Lectra Tunisie SA Tunisia 602 99.8 35 3,463 292 520 Lectra Tunisie CP SARL Tunisia 491 100.0 69 2,517 239 419 Glengo Lectra Teknoloji AS Turkey 2,873 75.0 4,521 2,000 8,642 20 Công Ty TNHH Lectra Vietnam Vietnam 605 100.0 442 6,003 223 203 Lectra Chile SA Chile 510 99.9 43 371 (112) Lectra Philippines Inc. Philippines 1,114 99.8 0 697 329 Lectra Russia OOO Russia 13 100.0 17 0 0 Lectra Singapore Pte Ltd Singapore 1,427 100.0 2,193 1,833 117 Equity method di̸erence 119,245 Total 610,626 15,772 0 267,220 10,328 10,403 At December 31, 2025, the equity method di̸erence amounted to €119,245 thousand and resulted in a decrease of €62,759 thousand in valuation di̸erences. Sales in subsidiaries Revenues by legal entities European subsidiaries 90,872 American subsidiaries 96,654 Asian / Middle Eastern subsidiaries 62,441 African subsidiaries 17,252 Total 267,220 Equity investments Gross amount in balance sheet Investments in associates (including equity method di̸erences) 603,423 Other equity investments 7,203 Total 610,626 Maturities of receivables and payables with subsidiaries Transactions between the Company and related parties are concluded under normal market conditions. Receivables Gross amount in balance sheet Less than 1 year More than 1 year Loans 2,363 - 2,363 Trades account receivables 9,549 9,549 - Trade deposits 49 49 - Total 11,961 9,598 2,363 Payables Gross amount in balance sheet Less than 1 year More than 1 year Trade payables and related accounts 11,764 11,764 - Customer deposits 1,584 1,584 - Inter-company current account / cash agreement 123,434 123,434 - Total 136,782 136,782 -
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05 - PARENT COMPANY FINANCIAL STATEMENTS 260 Lectra - 2025 Annual Financial Report 8. Statutory Auditors’ report on the annual financial statements (For the fiscal year ended December 31, 2025) This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, LECTRA S.A. 16-18, rue Chalgrin 75016 Paris, France Opinion In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial statements of LECTRA SA for the year ended December 31, 2025. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at December 31, 2025, and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for opinion Audit framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is su̹cient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors, for the period from January 1, 2025 to the date of our report, and, in particular, we did not provide any non-audit services prohibited by Article 5(1) of Regulation (EU) No 537/2014. Emphasis of matter Without qualifying the opinion expressed above, we draw your attention to the "Change in regulations" section of the "Accounting rules and methods" in the Notes to the financial statements which describes the impact of the change in accounting methods resulting from the first-time application of ANC Regulation 2022-06. Justification of assessments - Key audit matters In accordance with the requirements of Articles L. 821-53 and R. 821- 180 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgment, were the most significant in our audit of the financial statements, as well as how we addressed those risks. These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of the financial statements. Recognition of revenues from exported equipment and pilots Risk identified In 2025, the Company’s revenues amounted to €232.3 million. A significant proportion of revenues relates to sales of automated cutting equipment and the accompanying embedded software, called pilots, most of which are sold outside France. As indicated under "Revenues" in the "Accounting rules and methods” section in the Notes to the annual financial statements, revenues linked to the sale of equipment (including pilot software) are recognized on the date on which control is transferred to the customer. In practice, this date corresponds to the date of physical transfer of the equipment, as determined by the contractual terms of sale. Given that there are multiple terms and conditions to take into account, there is a risk of error when determining the revenue recognition date which could impact the financial statements, particularly around the reporting date. Accordingly, we deemed the recognition of revenues from exported equipment including pilot software around the reporting date to be a key audit matter, in light of the following factors: ■ the significant impact on the Group’s financial statements;
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05 - PARENT COMPANY FINANCIAL STATEMENTS 261 Lectra - 2025 Annual Financial Report ■ the importance and large number of Incoterms for estimating the Auditors' transfer dates, as determined pursuant to the sales contracts; ■ the seasonality of sales, with a peak at the end of each quarter; ■ transportation times, which can vary from several days to several weeks depending on the destination. How our audit addressed this risk Our work primarily involved: ■ gaining an understanding of the process related to recognizing various revenue flows; ■ assessing internal control procedures, identifying and testing the most relevant manual controls for our audit; ■ testing the design and e̸ectiveness of the automated controls integrated into information systems deemed crucial that impacted revenue recognition, through the placement of information systems experts into our team. Based on a sample of export sales of equipment and the accompanying pilot software selected close to the reporting date, our work also involved: ■ reconciling invoices issued for corresponding contracts with the delivery documents relating to the invoices; ■ managing the application of Incoterms and evaluating the appropriateness of the revenue recognition date used. Lastly, we assessed the appropriateness of the disclosures provided under “Revenues” included in Section 4 “Notes to the parent company financial statements” and Note 13 to the financial statements. Specific verifications In accordance with professional standards applicable in France, we have also performed the specific verifications required by French legal and regulatory provisions. Information given in the management report and in the other documents provided to the shareholders with respect to the Company’s financial position and the financial statements We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the Board of Directors’ Management Discussion and in the other documents provided to the shareholders with respect to the Company’s financial position and the financial statements. We attest to the fair presentation and the consistency with the financial statements of the information about payment terms referred to in Article D.441-6 of the French Commercial Code. Report on corporate governance We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French Commercial Code. Concerning the information given in accordance with the requirements of Article L. 22-10-9 of the French Commercial Code relating to compensation and benefits paid or awarded to corporate o̹cers and any other commitments made in their favor, we have verified its consistency with the financial statements or with the underlying information used to prepare these financial statements, and, where applicable, with the information obtained by the Company from controlled companies within its scope of consolidation. Based on this work, we attest to the accuracy and fair presentation of this information. Concerning the information given in accordance with the requirements of Article L. 22-10-11 of the French Commercial Code relating to those items the Company has deemed liable to have an impact in the event of a takeover bid or exchange o̸er, we have verified its consistency with the underlying documents that were disclosed to us. Based on this work, we have no matters to report with regard to this information. Other information In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report. Other verifications and information pursuant to legal and regulatory requirements Presentation of the financial statements to be included in the annual financial report In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the financial statements to be included in the annual financial report referred to in paragraph I of Article L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chairman of the Management Board’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of December 17, 2018. On the basis of our work, we conclude that the presentation of the financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format. It is not our responsibility to ensure that the financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work. Appointment of the Statutory Auditors We were appointed Statutory Auditors of LECTRA SA by the Annual General Meeting held on June 28, 1990 for PricewaterhouseCoopers Audit, on May 22, 1996 for KPMG SA and on April 25, 2025 for ERNST & YOUNG et Autres. At December 31, 2025, PricewaterhouseCoopers Audit and KPMG SA were in the thirty-sixth and thirtieth consecutive year of their engagement, respectively, while ERNST & YOUNG et Autres was in the first year.
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05 - PARENT COMPANY FINANCIAL STATEMENTS 262 Lectra - 2025 Annual Financial Report Responsibilities of Management and those charged with governance for the financial statements Management is responsible for preparing financial statements giving a true and fair view in accordance with French accounting principles, and for implementing the internal control procedures it deems necessary for the preparation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the 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 it is expected to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the e̸ectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems relating to accounting and financial reporting procedures. The financial statements were approved by the Board of Directors. Responsibilities of the Statutory Auditors relating to the audit of the financial statements Objective and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these financial statements. As specified in Article L.821-55 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgment throughout the audit. They also: ■ identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design and perform audit procedures in response to those risks, and obtain audit evidence considered to be su̹cient and appropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; ■ obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e̸ectiveness of the internal control; ■ evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management and the related disclosures in the notes to the financial statements; ■ assess the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion; ■ evaluate the overall presentation of the financial statements and assess whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Report to the Audit Committee We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the most significant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 821-27 to L.821-34 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. Neuilly-sur-Seine, Mérignac and Paris La Défense, February 26, 2026 The Statutory Auditors PricewaterhouseCoopers Audit KPMG SA ERNST & YOUNG et Autres Flora Camp Aurélie Lalanne Jean-Christophe Pernet
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05 - PARENT COMPANY FINANCIAL STATEMENTS 263 Lectra - 2025 Annual Financial Report 9. Statutory Auditors' special report on related-party agreements (For the year ended December 31, 2025) This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, LECTRA S.A. 16-18, rue Chalgrin 75016 Paris, France In our capacity as statutory auditors of your Company, we hereby present to you our report on related party agreements. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion as to whether they are beneficial or appropriate or to ascertain the existence of other agreements. It is your responsibility, in accordance with Article R. 225- 31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements prior to their approval. We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year ended December 31, 2025, of the agreements previously approved by the annual general meeting We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. Agreements submitted for approval to the Annual General Meeting Agreements authorized and concluded during the year ended December 31, 2025 We hereby inform you that we have not been notified of any agreements authorized and concluded during the year ended December 31, 2025 to be submitted to the annual general meeting for approval in accordance with Article L. 225-38 of the French Commercial Code (Code de commerce). Agreements previously approved by the Annual General Meeting We hereby inform you that we have not been notified of any agreements previously approved by the annual general meeting, whose implementation continued during the year ended December 31, 2025. Neuilly-sur-Seine, Mérignac and Paris La Défense February 26, 2026 The Statutory Auditors French original signed by PricewaterhouseCoopers Audit KPMG SA ERNST & YOUNG et Autres Flora Camp Aurélie Lalanne Jean-Christophe Pernet
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264 Lectra - 2025 Annual Financial Report 1. Certification by the people responsible for the Annual Financial Report We certify that the information contained in this 2025 Annual Financial Report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to a̸ect its import. We further certify that, to our knowledge, the parent company and consolidated financial statements have been prepared in accordance with currently applicable accounting standards, and provide a fair view of the assets, liabilities, financial position and results of the Company and its consolidated companies, and that the Management Discussion and analysis of the Group, presents a true and fair view of the development and performance of the business and the financial condition of the Company and consolidated companies, together with a description of the principal risks and uncertainties that they face, and that it has been prepared in accordance with the applicable sustainability reporting standards. Paris, March 27, 2026 Daniel Harari Chairman and Chief Executive O̹cer Olivier du Chesnay Chief Financial O̹cer 2. People responsible for certifying accounting, financial and sustainability information 2.1 Statutory auditors in charge of certifying accounting and financial information PricewaterhouseCoopers Audit Represented by Mrs. Flora Camp Crystal Park 63, rue de Villiers 92208 Neuilly sur Seine Cedex KPMG SA Represented by Mrs. Aurélie Lalanne Domaine Pelus 11, rue Archimède 33700 Mérignac Term expires at the end of the Shareholders' Meeting convened to approve the 2025 financial statements Term expires at the end of the Shareholders' Meeting convened to approve the 2025 financial statements Ernst & Young et Autres Represented by Mr. Jean-Christophe Pernet 1-2 place des Saisons, Paris la Défense 92400 Courbevoie Term expires at the end of the Shareholders'Meeting convened to approve the 2030 financial statements 2.2 Statutory auditors in charge of certifying sustainability information PricewaterhouseCoopers Audit Represented by Mrs. Flora Camp and Mrs. Aurélie Castellino Crystal Park 63, rue de Villiers 92208 Neuilly sur Seine Cedex Term expires at the end of the Shareholders' Meeting convened to approve the 2025 financial statements 06 People responsible for the Annual Financial Report and auditing the financial statements