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AGM 2026

Apr 29, 2026

Daniel Harari
Chairman and CEO, Lectra

Good morning to all. Thanks for joining us this morning. The shareholders meeting is broadcast live on the Internet, translated into English. We have people online and all our major shareholders. The agenda for the day, I'll introduce the speakers, then we'll have the opening formalities and with Olivier du Chesnay we'll present the key highlights and results 2025 before question and answers. Sorry for those online, questions and answers will only be in the room. We'll have reading of the statutory auditors reports presentation and voting on resolutions and closure of the meeting. Speakers, Céline Abecassis here present, who will address core compensation. Anne Borfiga next to me. Olivier du Chesnay on the other side. Florent Camp, Aurélie Lalanne, Jean-Christophe Pernet, statutory auditors in the front row. Thank you. I'll hand over to Anne for the opening formalities of the meeting.

Anne Borfiga
General Secretary, Lectra

Thank you. Good morning. As you know, we need a bureau that is made up of Daniel Harari, who'll chair the meeting as chairman of the board. Two scrutineers, Jérôme Viala and Jean-Pierre Leverrier, who's agreed to be the second scrutineer. Thank you, Jérôme, Jean-Pierre, and I will act as meeting secretary. Just a brief reminder. Shown on screen is the schedule around the convening of the shareholders meeting with the various dates that I won't go through. Just, all formalities were complied with within the legal timeframe, and all documents pertaining to this meeting are available on Lectra's website or made available to you at the Paris head office. If we move now to the quorum.

We've just recovered the quorum. Over 90% is the quorum, so we can therefore begin this as a meeting, and we can therefore deliberate and take valid decisions. I won't go into the details of quorum calculation. We have over 90% of votes that are represented, essentially votes online, and some of you voted today as you entered the room. That's for the formalities. We can begin. The documents are available at the meeting, everything is fine. We can get underway. We're gonna hand over to Daniel in a moment, who'll run through the highlights of 2025, and then Olivier, who'll discuss the 2025 financial results.

Daniel Harari
Chairman and CEO, Lectra

I have a very important mission here is not to fall behind the stage. There's a bit of a trap there.

I want to be here next year. Just going back over the highlights for 2025 was full of market events in 2025. A lot of activity on our market. Three main highlights marked 2025. First of all, economic and geopolitical uncertainty that followed the April 2 Liberation Day introduction of tariffs. Very difficult to understand. Generally speaking, 0 announcements made by President Trump applied as announced. We had to look at the implementation orders once by one. There were major repercussions. For example, the major fashion suppliers in Asia went from positive to +5% down to -15% real upheavals, unable to export at all to the U.S. Limited decrease of revenue, thanks to recurring revenues and transformation toward SaaS tight cost management last year.

Another year of strong free cash flow generation and negative working capital strengthening an already robust financial position. When we look at how our markets evolved, firstly, fashion. The chart top left shows that within a space of a few months, there was a transfer of countries in which we were manufacturing apparel strongly in Asia with a drop in China and impacts in other countries. As announcements unfolded, the situation changes, and customers shifted their orders from one country to another. This disruption was heightened and our customers were in wait-and-see mode before investing. When we look at the 2026 outlook, we now know a bit more. Clothing retail sales were stable in 2025, but in fact, they increased early 2026 in fashion.

Luxury is today disrupted by the war in Iran, but overall held up well. Everyone was worried about luxury sales levels and of course, international policy remains uncertain, driven by the war in Iran. Far simpler to read because everyone's talking about it, whereas tariffs, no one was talking about it, so it was more difficult to explain the effects. When we look at the automotive market, perhaps a key point, as for fashion, the year 2025 was stable. Everyone was talking about an automotive crisis, but production was stable, sales were stable. What actually happened is that knowing that the automotive sector remains a local market, that is we manufacture close to where we sell. The real revolution automotive came from the first place taken in e-vehicles by China. Very strong in China.

There are 120 EV brands. The government is seeking to reduce that number to 20 over the next 5 years. The main player, BYD has cut its prices by 30% in China to get others to fold or to consolidate the market. With strong reaction in China, ripples across Asia, also in Europe, because Asian manufacturers are coming to Europe threatening European manufacturers. Idea during the rounds, they were subsidized by the Chinese government. That's no longer the case for a number of years now. In actual fact, Chinese consumers had advantages to buy an EV. It's the case across the world. Put simply, it takes 3 months to design a new BYD. Takes 3 years to design a new VW. They're far better in production, in design, in quality.

Today, the Chinese industry is in the lead and has led the European manufacturers to adopt a defensive mode. The U.S. market, there are no sale of Chinese vehicles in the U.S. Turning to furniture, slight growth in the market there. What disrupted the market with tariffs, which are higher on furniture than other markets because there was a lobby in the U.S. to protect the furniture market that has a very considerable level of manufacture in the U.S. These tariffs are higher than they are today for fashion and for automotive. Second point that impacted. Generally, you change your furniture when you move, and real estate market was badly hit. Fewer moves, less furniture bought, but sales remained stable. No crisis situation on the whole.

Today, 3 months is a year. That is to say the situation at the end of March was different to that we saw at the end of December. Overall, what we can say is that retail fashion sales are up significantly in Q1. That automotive sales declined in Q1 across the world, and furniture sales are holding up. With changes, we're manufacturing more in the U.S., less in China because import costs are higher. All these markets are very disrupted by market shifts and new rules introduced. I'm gonna hand over to Olivier for the 2025 results. I'll come back with a roadmap in a few minutes.

Olivier du Chesnay
CFO, Lectra

Thank you, Daniel, good morning. I'll just run through the 2025 results a few months back. The method, I'll look at the top right of this. We're beginning this year with recurring and then non-recurring, and then the P&L. First, indicator is the ARR, annual recurring revenues, the performance indicator on our SaaS offers. Early 2025, we're at EUR 88.9 million AR with a growth of 14% across 2025 to reach EUR 101 million. When I look at these two numbers using the same exchange rate, it's exchange rate of balance sheet, it's EUR 104 million, EUR 104 million. When we report our level of AR at the actual exchange rate at the end of December 2025 is EUR 117 million. That's why AR at the end of 2025 stood at EUR 97.2 million. 40% growth for 2026, 2027. We're targeting 15% growth.

All our offers have found their customers in SaaS for 2025. That was for ARR. Let's turn now to revenue. Recurring revenues that accounts for 75% of total revenue. The box in the center, we see that recurring revenue's up 2% in 2025 versus 2024. Don't be surprised by the size of the columns in terms of method. The size of the 2024 column are using the average exchange rates at 2024. For 2025, the average exchange rate is 2025. There was a lag, 2024, 2025. The dollar weakened 2025, but like for like, +2%. There are two parts. On the left, you have recurring contract revenues. Recurring contracts, three types in SaaS subscriptions from the ARR orders. The timing between the order intake and the SaaS revenues.

SaaS, software as a service, that we sell. The subscription SaaS revenue grew by 14%, 2025. We have the software maintenance contracts. Software sold with a perpetual license. Most of our new offers are sold SaaS. It's going to reduce over time. You see the decrease is modest, single digit. Last year, you have the revenue of maintenance contract. Every time we sell equipment, we have maintenance contract. That was up 2%, slightly weaker than in previous year, linked to renegotiations with the customers and with the macro situation. Second component on the right, consumables and parts are sold when the customer's plants run 2025 with tariffs, with macroeconomic context. We have a decline in macro, but the revenue consumables and parts only decreased by 40%.

Resilient in a challenging macro context at the end of the year. We had that 4% trend, we've seen no recovery at the end of 2025. I'm now moving to non-recurring activity. Here we always start with orders. These are the orders of new systems equipment, perpetual software license and training consultant. On the left, you have all the orders of the year. Total orders for the years in 2025 were at minus 17% versus 2024, the year was different. We started out at plus 2% the year before Liberation Day. A decrease in subsequent quarters of the order of 20% per quarter. The amount we booked in orders stabilized in Q2, Q3, Q4 2025. This 17% decrease isn't similar across regions.

On the right, you have the breakdown of the left number by region. The region hardest hit, Asia Pacific, it was down 26% over the previous year. Got off to a good start in 2025. Was the most affected by the tariff wars in 2025, decreased 26%. Americas slightly down 14%. Europe held up better. America also hit by tariffs because part of our activities done in Mexico at the beginning of the year, tariff war between Mexico and the U.S. Lastly, on the right, you have the rest of the world, North African countries, Turkey, Egypt. There we had different types of movements. Egypt, up, Turkey, down. Still these orders, the same information, but by sectoral markets. Fashion, furniture, automotive that Daniel mentioned previously. The most impacted market is the second, cartridge.

Automotive, a big slowdown in investments in 2025 versus 2024, with a decrease in investment by 30% in our customers. Automotive had 25 clients, representing 80% of our revenue. Those clients, once they've decided to stop their CapEx, they can stop quite soon. Fashion, our leading market, down 14% last year, impacted by tariffs. It's the leading market, but down 14%. Furniture, as long as we see no pickup in activity on furniture and real estate, will be down by some 30%. Other industries, aeronautical, technical textiles, these reinvestment cycles are rather different, less exposed to the macro context. Last year we had up 21%, about EUR 14 million. From orders, we move to revenues. The orders are on the left, minus 17% orders between 2025, 2024.

You find the various types of orders of new systems. You have the software perpetual license, equipment, training, consulting. Minus 17% of orders, but only minus 12% on the right of revenues. Why? At the end of 2025, we delved into the order. We had less order in 'cause we'd delivered more than the order intake. That'll impact the Q1 revenues that we reported last night. Recurring activity, non-recurring activity. If we turn to the P&L, here you have the main aggregates of the P&L growth in recurring revenue that accounts for 75% of the total. Decrease non-recurring, that's a decrease by 2%. Total decrease of total revenue, no decrease in the gross margin. That's to say we've sold better in terms of margins between 2024 and 2025.

Overhead slightly up. We'd increased salaries early in 2025. We offset this increase through cost reduction, but full year 2025, we were still up that our recurring EBITDA and EBIT are down with an EBITDA of almost EUR 80 million full year 2025. A decrease linked to that part of the activity. This slide just summarizes all the items between 2024, the result generated in 2024, EBITDA, and 2025. Between the first two columns, you have a small amount that's EUR 0.3 million. It's linked to the fact that in 2024 we did the acquisition of Launchmetrics, 26 days after the 1st of January. We have a scope effect neutralized with 26 days.

You see that between EBITDA 2024 and 2025, EUR 91.4 million and EUR 84.4 million, the various effects on EBITDA, either revenue or cost related. You see the first type that negatively impacted EBITDA in 2025. We had less order intake, less activity on non-recurring revenue. You see the revenue recurring contracts, that's the green bar, EUR 11.3 million contributed positively. We had growth of 5% of revenue of recurring contracts, and it's revenue with a high margin. It contributes strongly to group profitability. Fixed costs that decide EBIT, that lowered EBITDA to arrive at EUR 84.4 million EBITDA using the 2024 exchange rates. Better for us, the never effect in exchange rates because the dollar went to 1.13 to 1.16 full year 2025.

A few bits and pieces about the balance sheet. It still is very sound. We have very little debt. The financial debt is less than EUR 100 million. It actually is EUR 86.4 million at 31 December 2025. We look at the cash, EUR 65 million, the net debt stands at EUR 21. We are very little leveraged compared to the competition.

Then cash flow, and that is, of course, what enabled us to have so little by way of debt. The year 2024 was historic because we had 160 million EUR in cash. Sorry, 71 million EUR. Now we have only 57. Now it looks like a lot less, but still 57 million EUR is quite significant in 2025. We can see that WCR is negative because we're not consuming any resources at all. Now Daniel will have the floor.

Daniel Harari
Chairman and CEO, Lectra

All right. Thank you, Olivier. Let's go to the strategic roadmap of the three preceding years. You may remember that in 2023, we suggested that we should monitor this on an annual year-by-year, on an annual basis.

If you go back, the story so far, the 50 years of Lectra, we had four different strategies. The present one is Lectra 4.0. That's the fourth strategy that was launched in 2017 with the 3-year plans. We have implemented and monitored that plan. We had reports at the AGM, but of course, throughout the year at board meetings. If you look at the period 2023 to 2025, right up there on the screen, you can see that there were 3 objectives. Number 1, we wanted to take full advantage of the new scope of the company to gain in growth. We had bought back Gerber, who was our main competitors in 2024.

We generated synergies, not just in terms of efficiency, but costs, in absolute terms, because we're looking at EUR 12 million-EUR 18 million in cost savings by bringing the two companies together. If you look at the profits of both companies, +18, in fact, we got at EUR 40 million additional savings in 2025. We have a plus or minus Y because we certainly took advantage of the synergy, but we didn't generate much more in terms of revenue, in view of what Olivier said. In terms of profitability, we were shielded, but unfortunately, there was not much growth by way of revenue. We want to increase the share of SaaS in total revenues. You may remember what Olivier told you.

This is something we worked hard on, and we developed quite nicely. The third part of the strategy was take external growth opportunities. There were 2 significant acquisitions, Textile Genesis, and they engage in traceability and then Launchmetrics. That's what Olivier mentioned earlier on. This is marketing on the fashion industry, the fashion market. If you look at the situation 3 years down the road, our market position is unrivaled. We have a leadership position on all markets. Our offer is robust, relevant, in line with the market expectations. Most SaaS offers were launched anywhere between 18, 2018 and 2022, and they all were well received by the markets. We have dozens, if not hundreds of customers using this them on a daily basis. It's only just beginning.

We doubled our size with the Gerber, also Launchmetrics. We have a global footprint, the revenue is well balanced around territories. Our image as a technological company has been boosted. We got lots of awards for innovation, we were also recognized by our clients as being very relevant to meet their concerns. In terms of revenue, we have 75% of recurring revenue. We have a security ratio, 75%. What's that? That's an indicator we set up a few years ago. It looks at the percentage of overheads as a ratio to recurring revenue. You work out the gross margin, that covers 96% of overheads.

No matter what happens, and we can see this in Q-- Even if, we're not doing as good as we would like, we still are coming out ahead across the break even is reached sometime in mid-January. Very few companies are in this fortunate position not to be poised to lose money. Net debt is very low, EUR 21 billion, and free cash flow high at EUR 57 million again. Going back to the strategic roadmap that was announced in February, this new three-year period. We are stepping up this plan. I mean, this is the extension, well, with some adjustments, but still, we're basically gearing up the plan.

Right now, we are using four key technologies: artificial intelligence, for the past few years, generative AI, agentic AI for some time now are two major technologies. You have the Internet of Things, and all our software is connected to our expert centers, and so we can monitor what our customers are doing. We have the cloud. 100% of our apps are in the cloud. Big data, because we're talking about billions of data being processed with what is known as fuzzy data that is not structured. If you look at Let's say all sites where clothes are sold, we have a general idea. We don't know exactly what goes on, but we can piece things together using artificial intelligence.

Based on these fuzzy data, we can come up with much more specific results. Lectra has been using this for a number of years, since 2015. Even before we announced Lectra 4.0, all pillars of Lectra were built using that technology, and historically, we've been always controlling mechanics, electronics, and software development. We said that the next three years would be marked by two structural changes. Number one, we have the development of Lectra 4.0, and of course, artificial intelligence went a lot faster than expected because there were major announcements back in February. Anthropic, as you know, is one of the giants of artificial intelligence. They came up with Claude 4.6.

In the world of software, when you say a minor development, you think it's not much. Here, in fact, 4.5 was doing more or less the same thing, but it was not doing it well. 4.6 does it well, beautifully, in fact. The big difference is that it used to be you could develop 20%-30% of a software code with the help of AI. Now when that new version came out, it was like, we went to 90% of the software can be generated without any mistakes. This was a paradigm shift, we had planned this, but we didn't expect this till end 2028. We believe this will be an opportunity for Lectra.

We use, of course, these new technologies, especially as we develop our software, in a very intensive way, but we're agnostic in terms of publishers. We can use any kind of agentic AI, any kind of generative AI to develop our software. In fact, we are independent of cloud suppliers, so we will not find ourselves in the situations where our hands are tied with Microsoft, or Amazon or the likes. This is a new deal, a new paradigm. We were well prepared for this, but this is happening faster than expected. The second item on the right-hand side, we back then, we thought that well, there was a constant uncertainty in global markets, geopolitical concerns.

Back then, at the analyst conference back in February and in all the meetings we had afterwards. Does this mean that we will be selling less by way of equipment or have we reached a low point? I said, "If there's no war, we will hit rock bottom." Two weeks later, there was a war. Of course, a lot of disruptions. This is complex because number one enemy is uncertainty. When our customers are uncertain, they wait and see. The second enemy is access to cash. When, well, of course, when times are hard, people hang on to their cash to provide some sustainability. They say, "No matter what, I can't invest because I have to have enough cash to go around.

I don't want to have to close down or lay off 30% or 40% of my staff. These events occurred just a few days after our announcement, and this will, of course, inform everything that we do. If you look at our offer, this is the way it is structured. We have 5 software platforms, one on creation. We still have our legacy software or historic software, but we'll have a new platform which will provide the next generation. We have 1 platform for manufacturers, called Versalis, 1 for market. This has 3 offers: Launchmetrics, Neteven and Retviews, and this will be combined into a single platform.

We have one traceability platform, so we start from the cotton field or from the cow, and we, you go back to the, we trace back the history of the cotton or the leather, just like the blockchain for virtual currencies, and that will guarantee the authenticity of the cotton or the leather. We have about 200 major accounts. 60 of them have gone for that traceability. We got 48 contracts for traceability. Our competition only got 12. This is growing exponentially because this business model is proportional to the volume of traffic on the platform. There's more volume because people put more and more products and more and more collections, this is a virtuous cycle.

A few figures, we have 4 billion worth of products that went through the platform in 2025, 25,000 companies throughout the supply chain from the very raw materials, cotton, leather or whatnot, all the way to the final product in the store. It's the end-to-end, the whole chain, the whole value chain. Our customers have decided to do what they do using Textile Genesis to demonstrate the virtuous dimension of their sales. It's very important in the fashion industry. Products declared to be made of cotton around the world is an amount for 3x the total volume of available cotton. This is greenwashing and Loro Piana cashmere, the figure is even worse.

I mean, when you buy something said to be cashmere, there's 8 chances in 10 that it's fake, that it's not cashmere. Traceability really does lend credibility to the claims. We have another platform called Kubix Link, which works a bit like Wikipedia. The strength of that is that it doesn't require a full structure to make it work. We can adjust it on a daily basis. It's very flexible, whereas most of the software in product lifecycle management needs to have settings, and if you want to change anything, you have to change everything. Now, we have much more flexibility, and as you know, the fashion industry is highly flexible. It goes quickly. If you set things in stone for 3 or 4 years, this will not do.

Some of that software that we brought about brought a lot of traction on the market was very successful. Of course, now we have to translate this into sales because, of course, these products have shown what they can do. If you look at the key items now regarding our position, at bottom right corner, you can see that recurring revenue was more than doubled. Multiplied by 2.5 between 2016 and 2025. In a matter of 10 years on all three roadmaps, this is pretty impressive. Of course, it does include the acquisition of Gerber, but not just that. There was a lot of hard work that went along with this. We moved on to EUR 97.2 million of ARR at end 2025.

As Olivier was saying, we would have been more than EUR 100 million were it not for the currency effect, end of March, we were there anyway. We generate more than EUR 100 million in SaaS. Even if it's only 20% of revenue, the margin is much higher and much more promising for the future. If you look at, amongst other strengths, we have a presence in 100 countries, a prestigious customer base, mostly very large accounts. 80% of major automotive customers are Lectra customers, more than half only buy from us. This has been the case for many years. In terms of customer success, we're very close to our customers. We support them.

We help them not just use our solutions, but to make the most of these solutions to optimize their profitability, efficiency. We seem to be a leader in terms of innovation, but we have a unique offer in line with customer expectations, and we are at the forefront of sustainability. CSR has always been a part of our DNA, as it were. We are in the top 10 of companies in terms of sustainability. We got several awards. Now we find ourselves in a position where we're able to establish that we are indeed at the forefront of this matter, which was a source of concern, has been for many years now, for better or for worse. This will take second place because everybody is more concerned about the economic situation.

Nonetheless, we have a good position in terms of sustainability, though we want to step things up. We have three years before we reach our cruising speed, and by 2028, we think we will have completed all this. By 2028, we have more specifically 3 objectives. Number 1, we want to turn Valeo into the spearhead of manufacture. We want to scale up the SaaS business, and then we want to boost operational excellence. Of course, acquisitions can help, but the companies we acquired had their own habits, their information systems, their processes, and we have arrived at a point where we need to have a more homogeneous system, to have best practices and make sure that our information systems are simpler and more fluid.

If you look at the outlook for the next 3 years, annual growth of ARR, as we announced in February, we are expecting growth to stand at about 15%, which means that recurring contracts should grow by about 5%-8%. Q1 was only 4%, so slightly below that. Q1 was, of course, impacted by the fact that in 2025, not only did we have fewer orders, but also contracts were renegotiated or some customers actually went bankrupt. Normally, usually, our cancellation rate is about 6%. Three because of companies closing down or because they decide to rescind their contracts. Last time it was not 6%, but 8%. We felt that when there was the tariffs crisis, we were expecting to lose as much as 20%.

In fact, not. We only lost an additional 2% in terms of attrition, in terms of lost revenue. In fact, we didn't deliver any new equipment in Q1, but as new equipment comes in, this should bring about new contracts as well. The position now should protect our position. With new items coming online, we are, you know, confident in the guidelines. All other things being equal, I mean, that is if the level of equipment and consumables remains the identical, Give or take inflation, we're looking at EBITDA margin growing by 121 to 180 basis points.

If you look at the cyclical and the structural aspect, we found that the cyclical is that equipment level was low. Structurally, we find that our costs are down. In fact, we're looking at more than 180 basis points for EBITDA margin. I mean, we're waiting for equipment sales to go up, but the rest of the plan is going according to plan. We can confirm the objectives that were stated in February. In the press release we published last night, there were 3 items we wanted to highlight. Number 1, a highly unstable environment of Q1.

Now, of course, we published a statement on 11 February, and we found that as of 12 February, people started panicking, and there were no new orders between 15 February and 15 March. The world came grinding to a halt. Everybody was afraid of the consequences of the war in Iran. The quarter ended well because there were quite a few orders that came in. Though it was too late to deliver them in Q1, we found ourselves in a position where the order book, the backlog of deliverables, is quite significant as of 31 March.

That means that Q2 will be a lot better than Q1 because the order book has EUR 25 million in equipment, of which 80% are deliverable in Q2, so EUR 20 million. Last year, the whole revenue for the year was EUR 22 million. We can see that just about all that revenue on the equipment is right there. Well, of course, there could be a surprise. In Q1, we had the late delivery of orders, deliveries because of the closing of Hormuz, boats have got to go through other routes. Of course, the other major disruptions could disrupt the situation. Of course, the situation is pretty comfortable. Regarding the war in Iran, we believe it will have a major macroeconomic impact.

It will have consequences on inflation, on growth in various countries. Indeed, this will reshuffle the position in geopolitical terms, what with Russia, China, and the U.S. changing, shifting positions. For us, this shouldn't have much consequence.

Worried about the fear factor. Obviously, when things calm, the fear recedes. Tariffs had a major impact. To illustrate that, if you're an Indian customer, our customers work either for Europe, for the U.S. or the Asian market. Rarely the 3 at once. You're an Indian customer, you're working for the India. India is our 2nd-largest market of outsourcing on fashion. April 2nd, you're a friend of the U.S., and you're gonna have the lowest tariffs in the world. You're really king of the world. You begin to reinvest, you hire people, everything's fine and rosy. You become the U.S. enemy 'cause you're buying oil from the Russians, and you go from 10% tariffs. You go from 10% tariffs up to 60% tariffs and no way of absorbing the additional 50%.

What do you do? Do I shut down? Do I lay off half my people? I've got cash to last 3 months. I'll sit on it. I need the 3 months so it doesn't push you to buy equipment. Since the start of the year, before even the Supreme Court of the United States rejected the tariffs put in place, India had moved to 18%. It's become acceptable to buy Russian oil until you buy Venezuelan or U.S. India's moved from the most favored nation to the least favored nation to the most favored nation. All that, of course, has an impact on us. Tariffs in China moved from 20% December 31, 2024 to 40%. Decisions taken by Biden in during his term of office March 31, 2025.

Trump expressed the differential versus the 40%, and it went up to +145% compared to what? When you've got 200% tariffs, you can't import. That's for sure. The imports of China stopped. There were discussions and agreement was reached at +30% following the great logic of announcements that don't say the reality. 30% plus, December 31st, not March 31st. They're raising the decisions taken by the Biden administration compared to what they were the previous Trump. +30. The 30 were just 10 all in all. In discussion directly with the Chinese Prime Minister in October 2025, tariff cuts 20%. In the end of the day, only country where tariffs didn't increase was China.

Everyone took away that China was the trade enemy of the U.S. with a sharp hike in tariffs. Our clients who export to the U.S., 20% to 40% to 200% in tariffs back to 40%. We're not in a stable situation. That's why the year was highly disrupted. Since the U.S. court decision, we find the previous plus 10%. 10% is absorbable. You increase prices by a third, pass on a third. You assume a third, it's absorbable. We've arrived at a situation today, if it isn't challenged in the coming months, that ends the first period and opens up a period of stability. People have understood the situation, have got used to it. It's led to shifts in countries as we saw. China's lost a lot of market share for the U.S., Vietnam gained.

It was a yo-yo effect in India. All that's gonna stabilize. We expect to return to a normal situation. It was the case in Q1. We're not sure it's gonna continue 'cause the world is unstable. Third key factor is acceleration, thanks to agentic AI. When we put out our February results, the first thing that happened that certain shareholders found them bad, so the share price dropped 5%. That's of the case where you have a quick look at the results. Then we went an hour, a couple of hours later, it was plus five in the share price. Shareholders, you know, were buying because said, "Right, the numbers are good." Then we lost 33% because of the SaaS situation, a factor that the markets called SaaSpocalypse.

A number of analysts declared there'd never be software, that software was done, no future for SaaS, and thanks to AI, that would all disappear. It's a bit of a short cut. We're far from that happening. Firstly, because this assessment was done without discernment. Depending on the situation, it varies. If we use market data and we run AI agents, of course, we can obtain results. If we don't have the data, we can't do anything. The strength of Lectra, we own all our data, including all those that transform our customer data. That is, we own the IP to improve our software platforms and the construction of AI agents. No customer can do it alone. Only has access to his own data, not other market data. It's only useful if you can compare and leverage market data.

We're well-established with our customers, with the software embedded in their process. If we take computer-aided design, our first business, a customer who want to replace his CAD software by another, it would cost him 10x what he pays every year. Why? Because all the data inherent to the software, all the process, it costs far more to change than to stay. In the worst year in our history, we lost 1% of our customers. Our CAD installed base. We see that we're really adhered to the customer process. There's this stickiness. Ditto for Kubix and PLM. When a customer changes after 10 years, he doesn't change because Valeur was profoundly rooted in our customer processes. Today, we don't feel threatened by this situation.

On the contrary, we believe it's a great opportunity because for 40 years now, we've been in AI. We used all types of AI over the 40-year period and the revolution of agentic AI. We've been going flat out for 2 years. We're there for full throttle for 2 years. It's a great opportunity. We're ready. We're gonna be able to leverage everything. We're doing our customers can't do it alone for anything that is really complicated. For simple stuff, yes, but not in the level of what we produce. People ask me, "Will our customers do it?" Will they do it profitably? They'll do it, but the first test, it costs them 10x , 100x what we invoice. Who wants to spend 10 x more to do it yourself? It's an illusion.

When we look at our peers, they have access to less data. They're less integrated, a lower starting point. Once we put in place all the AI tools, what's going to happen is that we're going to increase the distance versus our peers. It's not going to shrink that lead. We see this as a major opportunity. It's what created the drop of all software of Lectra in February. We think it's a misread of the situation, and we hope we'll recognize it gradually as we deliver the numbers going forward. Thank you. We're ready to take your questions.

Anne Borfiga
General Secretary, Lectra

Do we have questions in the room? No questions? It's very crystal clear, Daniel. We'll give you the microphone. Yes. Just wait for a moment, sir.

Speaker 12

[Non-English content ], I seem to be understanding in the subtext here that the single platform around Kubix Link, Textile Genesis, Launchmetrics, perhaps, also gives us the impression that we're entering a period where we're consolidating everything we bought left, right, and center. I mean, there's no judgment in what I'm saying here. Is that what we're, we should be hearing?

Daniel Harari
Chairman and CEO, Lectra

Yeah, that's what you should be. We're entering a period of consolidation and also integration that is stronger. There's one thing that isn't right. We have five platforms and not one. That deliberate choice was made because notably in fashion. If, if you could avoid talking in the room while I'm speaking just to disrupt transmission.

We have 5 different platforms 'cause a creator doesn't think like somebody in design talks about the concept of color isn't the same for someone who produces or who sells. In fact, to have a single platform is going to lead to semantics that is recognized by no one, and it would have prevented teams from taking our solutions, thinking they couldn't speak the language. We did the op independent platforms that speak the language of users, but also a database that takes those data, makes them uniform. It was a very wise choice versus a single platform because AI allows us to accelerate this integration and this unique language to have very elaborate dictionaries, something we were doing without this advanced agentic AI. We can accelerate a lot.

It gives us the strength because when you're in a team that defines the product, say in a luxury company, you don't think about how the five tech pro- we're gonna be using and those products and you're not speaking. We translate that into the person who use it. Obviously, it's infinitely more efficient than having a common language that no one recognizes. Five platforms with AI, that's gonna integrate. That integration's gonna accelerate. In terms of the business it's precisely that. We have three solutions that have reached an advanced degree of maturity in terms of volume and profitability. We're setting ourselves a target. It's the 40% rule as it's known. We want the growth rate should innovate, plus the margin, the EBITDA should be more than 40.

In other words, growth is 15, EBITDA is 25. Our goal at the end of 2025, 'cause we're on the right track, at the very least, Launchmetrics, TextileGenesis, and Kubix should be in that logic over 40. We have mature offers where today we're reaching critical mass. We have a critical mass effect linking that the margin increases. It outstrips ARR. Year after year, we generate more revenues. Just returning to Launchmetrics, which represents about half our SaaS revenue. When we started discussions with Launchmetrics, they're about 12% ARR growth. They had negative EBITDA of 23%. Today, Launchmetrics in 2025 delivered EBITDA of over 25%. You see the road we've covered over the past two years in terms of profitability.

Today, we know if growth is 10, the increase in overheads will be about 5, and the rest will accrue directly to EBITDA. Today, we're at offers that have reached this size. Ditto for Textile Genesis. Textile Genesis never lost money. It was a startup when we acquired it. It was EUR 1 million rapid growth. Kubix link , strong profitability, 'cause we've achieved critical mass. Today, we're very comfortable with the that these offers will bring in increasingly, and we're entering this period of consolidation that is, in fact, the second objective that we've set ourselves. It's this objective on SaaS to consolidate and to demonstrate the value.

The first objective, to make Valea the high point of the cutting room, Valea is a platform that starts from consumer orders and it's capable of defining the production plan and notably the cutting plan or the intermediate stage, because there are a great many of our customers today, 8, 10 sometimes software packages between the order intake and the cutting plan that don't necessarily talk to one. Valea automates it all. Has hundreds of agents taking decisions at every level as the decision-makers in companies. We enter orders, and we obtain an optimized production plan. That production plan can factor in the equipment in place with our customers, be they Lectra or non-Lectra equipment. We can optimize based on what is utilized.

For that we put in place a virtual of the fabric, their physical behavior, that they shrink with humidity. Loads of physical characteristics that I'll spare you that are very important for optimize the garment, how the fabric reacts to the when it's worn, all the processes, the cutting machines that are modeled. We have virtual doubles of the cutting machines. The plan will optimize everything. If you say, for example, "I want to look at a subcontractor, the best subcontractor. I have a cutting line with new orders that I'm gonna shift to another plant, another country," the plan is readapted real time to say that in that country, these are the parameters that need to be used. This is what it changes. It's a very powerful tool.

The big difference is we were selling equipment and software, but here in production, we're selling equipment connected to a platform. The platform fully monitors the equipment. That is, the customer can intervene certain cases. I wanna decide, but he can also let the platform operate alone. The platform will fully manage the cutting machine, adapt all the parameters, the change in fabric, type of production, et cetera. Those elements are the two strong. We're gonna ramp up in these two areas. It's a bit long, but there you go.

Speaker 12

This obviously you've talked a bit about Launchmetrics. I haven't gone through your release. Could you give us some news on Launchmetrics in Q1? I recall 9% growth in 2025, not far from your targets. Could you talk to us about the churn, how things are happening?

Are you happy, disappointed, surprised?

Daniel Harari
Chairman and CEO, Lectra

Well, from memory, we achieved 2% growth Q1. Annualized that's 8, lower than the 9, but it's in line. We're very happy. We're very pleased with Launchmetrics. Firstly, it's the management team of operations that's the strongest across Lectra. We have a very mature team in terms of technology. The transformation of agentic AI will boost the operations of Launchmetrics stronger than our other decisions. Today, we're both very optimistic and very confident. Same level of churn as a year ago.

Olivier du Chesnay
CFO, Lectra

On average, we're at 7% churn. The average churn at Q1, we haven't given all the details, but average churn is at 8% in Q1. We had an additional 1% churn that's due to the situation, but nothing alarming. For Launchmetrics, we were closer to 5.

Daniel Harari
Chairman and CEO, Lectra

It's about the same proportion. We don't want to publish the figures every quarter, otherwise people will constantly compare with. Overall, it's normal. If it was abnormal, positively or negatively, we would say it, but we're in a fully normal situation in Q1. Very often there's a reaction because in the SaaSpocalypse people were saying, "Well, isn't Launchmetrics under threat? Someone could replicate systems doing the same thing." We've been following for several dozens of years, at least very intensively for some. Over 1 million voices, influencers, online media, Vogue, printed media, et cetera. We have the full history of all the publications of the, in hundreds of millions, even billions of data in a database that's proprietary. Somebody want to do the same thing would have to reconstitute that database.

Not only would it be hugely expensive, but it's impossible. We're very protected, contrary to what might seem at first sight. Today, Launchmetrics is a productivity tool for marketing teams. When you take, for example, all the luxury companies that are all clients of Launchmetrics with a big budget between half a million and EUR 5 million per year, we're talking big numbers. None has dropped its level of subscription, and we end up with situations where their budgets are very often in the hundreds of millions at least. Thanks to us, they save 20%, 30% in their market budget. It's the tool that brings the best productivity, and it may be counter natural, but it's the case. I'm very confident for the future.

As I said, we got a great team, and the advent of agentic AI will be very favorable for Launchmetrics.

Anne Borfiga
General Secretary, Lectra

[Non-English content]

[Non-English content] questions?

Do we have any further questions from the audience? Any questions at all? Well, if such is not the case, we can move on to the next part of the proceedings, and that is the formalities. We start off with the report of the auditors. Florent , Aurélie and Jean-Christophe will come up to the lectern and read out their report.

[Non-English content ]

Aurélie Lalanne
Statutory Auditor, KPMG

Good morning, everyone.

Daniel Harari
Chairman and CEO, Lectra

[Non-English content]

Aurélie Lalanne
Statutory Auditor, KPMG

Rest assured, we will not read out the entire reports, but we will give you the main findings. My name is Aurélie Lalanne, and I'm associate partner at KPMG, and we have Florent Camp, who is with PwC, and Jean-Christophe Pernet, who is with Ernst & Young. Right. The first report is on the annual accounts of the Lectra SA. We want to see whether there were any significant anomalies in the financial statements. Our opinion is a certification without qualification. This year, we do have an observation, which is related to a new accounting rule. Sorry. You have to move out. We cannot read the screen from where you. If you stand in front of it. We do apologize. Yeah.

Our opinion on the statements is certification without qualification with the technical observation on the change in the accounting rules and methods, which was fully taken on board by Lectra. All in all, on the key items of the orders on both the company's financial statements or the consolidated statements, we, the audit, well, the key audit items are listed. Just, the only key item in the report is the recognition of revenues from exported equipment and pilot software at the time of closing. We detail the procedures we applied to arrive at these numbers, and we do say that the statements do reflect this accurately.

Regarding specific checks, we conducted these checks to ensure that information provided in the annual report and the governance report, that the information is accurate. There again, there are no comments on that. That's the report on the parent company's financial statement. If you now look at the consolidated financial statements, likewise, this report proposes to provide reasonable assurance on the absence of material misstatements in the consolidated financial statements. This is a certification without qualification and without observation. Very much like the report on the parent company's financial statement, we justify our assessments with three audit items. The first thing is the recognition of revenues from exported equipment and pilot software.

We also have two other items which were already there the previous year, a measurement of goodwill and evaluation of commitments to purchase minority interest. Regarding specific checks, we have no comments on the information provided in the annual management discussion. Likewise, we find that there's a compliance with the EACF presentation requirements for the consolidated financial statements. We can look at the full report. We do detail the procedures that was used in the audit. There's, of course, more details in the appendices. Thank you.

Daniel Harari
Chairman and CEO, Lectra

All right. Well, on the special report on related party agreements, I'll be brief because, in fact, there are no new related party agreements. Neither were there any in the previous year. There's nothing to mention this.

I'll ask Florent to present the final report on sustainability. Thank you.

Florent Camp
Statutory Auditor, PwC

The report on the certification of sustainability, of the sustainability information, that was part two of the annual report. We went out to check and assess all the information provided in the previous report. We have a three-part conclusion, and you have it up there on the screen. I shall try and be brief. The first one is on the process of what is known as Double Materiality. It is a company to analyze its own risks, opportunities, and impact in terms of sustainability, and that is updated on an annual basis. For this year, we had the effects of artificial intelligence.

Their entire process was carefully reviewed, and we can confirm that this is consistent with regulations. The second thing it is, the company is supposed to provide data on 350 items on sustainability. We went through all this, and again, we can confirm that there's full compliance with the regulation. Indeed, we draw the reader's attention to the methodology and the information provided on the carbon footprint, and we find this is a significant improvement compared with last year. Finally, a third item, the third theme, which is a compliance with the taxonomy, but this has little effect on the company. Again, everything published by the company on this is very much in line with regulations.

Thank you.

Daniel Harari
Chairman and CEO, Lectra

Thank you, and we would like to thank KPMG and Pricewaterhouse because I believe this was your final, the last report here, after 24 years of loyal services. Many thanks to you both. On a personal note, I would like to thank Florent and Aurélie because they were not always easy to deal with. They challenged us a lot, they conducted duties very effectively. Whenever there were issues, we were able to address them effectively. We found this a very constructive dialogue, and we never had any criticism over the past 24 years. It's good to say that we were able to spend 24 happy years. Rest assured, there were issues and.

They were very well addressed with good humor and professionalism. All right then. This takes us to the final part, and that is the resolutions. We have a few more than last year. I won't get into the detail of everything, but there are 15 to do with the ordinary shareholders meetings. You have the financial statements, the compensation package, for the years 2025, 2026. Then there are 5 resolutions for the extraordinary meeting, for which a 2/3 majority is required. That is mostly to do with operations on the company's capital. We'll move on to the first part of the votes.

We have two people from Société Générale, the bank. This will be a vote by show of hands. We will go through the resolutions one after the other. The final results of that vote, having recorded the votes in the audience, will be published, of course, in the coming days on our website, if you go to the AGM. The replay of this very meeting will be available on the website as well. This is a final position. We cannot take in new voters. The actual quorum is 90.6% of all votes. We have 117 shareholders, those already here in the audience and those who have already voted. We can get started.

Resolution number 1 is the approval of the parent company financial statements. You have, the profit was EUR 19,727,446. The cost excluded from this charge is deductible is EUR 132. EUR 132,000, sorry. Any votes against? Any abstentions? In view of the votes, I mean, we had the votes in the room, we have more than 99% in favor. All right, resolution number 2, that is the approval of the consolidated financial statements for the fiscal year ended December 31, 2025. Net income group share stood at EUR 25 million, more than EUR 25 million, almost EUR 26 million. Again, by show of hands, anybody against? Any abstentions?

There again, in view of the votes received, we have this resolution passed with more than 99% of the vote. Resolution number three is the discharge of directors. It is for you to vote to give a full discharge to the directors. No votes against, no abstentions. Again, we here we have only 97% of the votes in favor. This is appropriation of earnings for the fiscal year ended December 31, 2025. The dividend distributable, we're talking about EUR 0.35 per share, and that will be paid out on May 6. There again, any votes against that? Any abstentions? Here we have again upwards of 99% in favor.

Well, that was the financial statements and now the compensation package. I will ask the chair of the compensation committee, Céline Abecassis, to give us her presentation.

Céline Abecassis
Independent Director, Lectra

Good morning, everyone. This is resolution number five. You may remember that we have to look at the compensation package for directors ex post facto, for the year 2025. It is for you to sign on to the compensation, not just the CEO, but for the year 2025. The CEO and the directors, and you have all the details in the report on governance on sections 2.2 and 2.3, you have the full details. You can look at this.

Daniel Harari
Chairman and CEO, Lectra

Having said all that, any votes, any votes against?

Please raise your hands if you disapprove. Any abstentions? All right, I see no raised hands, so many thanks to Céline. We have a vote in favor to the tune of 97%.

Céline Abecassis
Independent Director, Lectra

The next resolution is also to do with the compensation for 2025, and here you have details of the compensation package of Daniel Harari, our CEO. There's a fixed part of the compensation package and a variable part, and that is in line with the last year's policy. You have the details, fixed compensation, variable, the compensation as a director and benefits in kind. You find that again, we lined up the variable criteria with those of last year. All right, can you vote on that?

Anne Borfiga
General Secretary, Lectra

This is the compensation package for the CEO. Any votes against? Any abstentions? In view of the votes already received, we have this resolution securing more than 97% of those. Thank you.

It will be for Hélène to come on stage. Hélène Viot Poirier has been a director for 4 years. She was very much involved in the work of the strategy committee, the audit committee, and of course, the sustainability committee, which she chairs. In terms of sustainability, I think we've made giant steps over the past 4 years. The board unanimously recommended that her term should be renewed for 4 years. You can. People know who you are. Right.

Well, you know, the renewal of Hélène's term is up for vote. Any votes against? Any abstentions? I see none. Again, adding to the votes already received, we have more than 98% of votes in favor. Now new faces on the board, and we have I'll ask Daniel, well we have Christophe Sirugue, we'll ask him to kindly come on stage. Christophe, if you vote in favor, he will be an independent director on the board and the process, the selection process for independent directors is spelled out in the report. We have a management committee which provides a shortlist of possible candidates. There are interviews. We get views from directors, and that's how we decide. We decided to appoint Christophe as a director. Yes.

Christophe Sirugue
Independent Director, Lectra

Well, thank you. Now it is for me to turn to shareholders. I acted as an independent director for a listed company of the SBF 120. Before that, I was a director of the ENEOS, which is a company involved in renewables and Soitec, which is a company involved in microelectronics. Also I have executive positions at the CEA, the Commissariat à l'énergie atomique, and it has, of course, a technology lab, where similar issues are discussed. I spent my professional life in sitting on boards and also working as an advisor to investors abroad. Well, thank you, for well, for our foreign friends, maybe you can explain what the CEA means.

Well, this is, it's the second-largest research organization, right after Fraunhofer in Germany. It stands for Commissariat à l'énergie atomique, the Atomic Energy Commission that was created by General de Gaulle. The initial idea was to develop nuclear energy in France, but there are many other areas of research, basic research, biology, all sorts. This, of course, has many connections to manufacturing industry in France, we also have partners outside France. Thank you.

Anne Borfiga
General Secretary, Lectra

We need to vote and see whether Christophe Sirugue will be indeed accepted as director. Any votes against? Any abstentions? I see none.

If you add this to the votes already, received, we have upwards of 99% in favor of Christophe Sirugue joining the board as a director.

Daniel Harari
Chairman and CEO, Lectra

A newcomer also joining the board very soon. Yeah, we're currently announcing the arrival of Fiorangelo Salvatorelli. Fiorangelo, who is a member of the Alantra Fund, been following Lectra for 3 years. Alantra being the number 1 investor at Lectra, number 1 investor above my holding. It's very short.

Fiorangelo Salvatorelli
Managing Director, Alantra

Thank you, Daniel. Ladies and gentlemen, my name is Fiorangelo Salvatorelli. I'm an engineer and experience at Oxford University at INSEAD. A professional experience that started at McKinsey & Company, London, Milan and Madrid. Many years of investment in technology. Today, I represent Alantra, a shareholder of Lectra. We believe that Lectra is 1 of the best companies in France for digital transformation and contributing to the growth of AI and transformation to Industry 4.0. We believe that the photograph...

that the possibility of Lectra when the reorganization of production, we're very pleased to take part in the growth of the company.

Daniel Harari
Chairman and CEO, Lectra

Thank you, Fiorangelo. Let me say that Fiorangelo is appointed in his personal capacity. It's not Alantra that will be represented, but Fiorangelo. Thank you. We're now going to vote. Who is voting against this appointment of Fiorangelo? Who abstains? Thank you. Given the votes that we've already booked, the resolution's adopted with over 99%. Well done and welcome. I'm going to invite Céline to join us once again for continued remuneration. This is ex-ante. We're now going to look at the compensation for 26 ex-ante.

Céline Abecassis
Independent Director, Lectra

The total package for directors we suggest to increase from EUR 480,000 to EUR 570,000, justified by three factors, the number of directors that's increasing, the number of meetings. Two reasons. Committees. Committees, that's right. Number of directors, number of meetings and number of committees.

Daniel Harari
Chairman and CEO, Lectra

Thank you, Céline. We're gonna vote. Please raise your hand those who vote against. Those who are abstaining. Thank you. Given the votes that we've previously, resolution's adopted with over 99%.

Céline Abecassis
Independent Director, Lectra

Moving to resolution 11. Continuing with the question of ex-ante compensation, we're now going to review the compensation of Mr. Daniel Harari, Chairman, CEO for FY 2026. Principles remain unchanged since 2017. Total compensation of EUR 840,000 based on objective 50% fixed 50% variable compensation.

On the following slide we have more information. For the variable part, we've simplified the equation. As you can see on screen, we have three main metrics. Two strategic, one sustainability for strategy. SaaS ARR growth aligned with the roadmap. EBITDA before recurring items and sustainability criteria. Three indicators, non-financial ratings, team engagement rate and the climate transition plan. You can see on screen the weighting of 40%/40%/20% respectively. A few changes over last year, particularly the SaaS ARR dimension.

Anne Borfiga
General Secretary, Lectra

Thank you, Céline. We're now going to vote on this compensation 2026 of Daniel Harari. Please raise your hand if you vote against or if you abstain. Thank you. Given votes previously received, resolution's adopted with about 98% of the vote. Thank you. We now move to.

Céline Abecassis
Independent Director, Lectra

Thank you for your trust and confidence, Daniel. I'll try and have a variable this time. I haven't really succeeded, as you've seen this year. That's one everyone expects of us, I'll try and ensure that the variable is achieved.

Daniel Harari
Chairman and CEO, Lectra

Final resolution on compensation. Compensation of the directors ex-ante for 2026. As we said earlier, total package was approved to be increased to EUR 570,000. The cap on individual compensation is maintained and shown. Here are the details, fixed and variable components, for each position and the detail for each of the committees, with very little change over last year. We're now gonna vote on this resolution. Please raise your hand if you vote against. If you abstain. Thank you. Given previously booked votes, resolution's adopted at over 99%.

Thank you. Perhaps just a comment, which is that given the importance assumed by AI, as of the board meeting, after this meeting, we're gonna set up an AI committee chaired by Karine Calvet in the room, if you'd like to stand up and look at the camera. We're going to make sure that we use everything that is available to us since this profound transformation affecting the whole world to be ahead of most of the companies and best practice in terms of AI. Thank you. In resolution number 13, I'm gonna hand it over you for appointment of Grant Thornton as statutory auditor. We have our two historic auditors come to the limit of 24 years. They can't be extended. Last year, we decided to appoint a first auditor who introduced himself earlier.

We also plan to appoint a second auditor already selected last year, but taking up his duties today because the year 2025, we wanted to have a link between the outgoing and incoming auditors. This year, Grant Thornton will intervene as second statutory auditor next to EY. I'll let you introduce yourself.

Charles Estinet
Partner, Grant Thornton

Good morning. Charles Estinet. I'm Partner within Grant Thornton. Briefly, Grant Thornton, we're an audit and consultant group, multi-disciplinary, based in France with just under 3,000 employees, but across 150 countries, and we support a great many groups, listed or not, including many in an international setting. We're delighted to start this mandate of co-statutory auditors with Lectra teams and with EY that joined the board of auditors last year for this seamless transition.

Daniel Harari
Chairman and CEO, Lectra

Thank you, Charles.

Anne Borfiga
General Secretary, Lectra

We also note that we're kind of staggering the terms of office, 6-year terms, one that start in 2025, second term with Grant Thornton that's beginning in 2026. We're gonna vote now. Thank you. Please raise your hand if you vote against the appointment Grant Thornton. Those who abstain. Given the previously received votes, it's always incredible. I don't know why auditors always have record scores. This time, a bit like last year, where the resolution approved with over 99.99%. Your level pegging with EY's result last year. Thank you. Moving to resolution 14, and here we have to appoint our auditors in charge of certifying sustainability information. We propose the appointment of EY as statutory auditors responsible for certifying sustainability information.

Daniel Harari
Chairman and CEO, Lectra

Jean-Christophe, would you like to say a word?

Jean-Christophe Pernet
Statutory Auditor, Ernst & Young

No?

Daniel Harari
Chairman and CEO, Lectra

There are gonna be a staggered term of office 'cause sustainability mandate starts in 2026, 6-year term of vote. Thank you. Please raise your hand if you vote against the appointment of EY on sustainability. Those who abstain. Given previously received vote, resolution's approved with over 99% of the vote. Well done. We now final resolution on the ordinary shareholders meeting, authorization to be granted to the board to trade in the company shares, a delegation of authority given by the meeting to the board to authorize the board to implement a share buyback scheme for 18 months with a limited 10% of the capital.

It's a traditional resolution, means the company can have the necessary flexibility to manage its own shares in the interest of the company and that of its shareholders. Authorization, of course, to buy its own treasury stock, authorized by in-force regulation. In particular, the list can be very long for the market, improving the liquidity of the share option plans, the use of shares for M&A and, if need be, the cancellation of shares in the authorized limit. The list isn't exhaustive, but we've cited the main operation. Maximum purchase price, EUR 40 per share for a maximum amount of EUR 50 million. Yes, just a few points about that.

The board or the meeting delegates to the board, which will subsequently delegate me the authorization to operate and based on in-force regulation, we'll select a bank that will act fully, and we give it a mandate with intervention. The company isn't actually involved in managing those intervention. We'll put out a press release as soon as we implement those, this share buyback plan, because of course, we won't let the share price stabilize after yesterday's announcements before using the share buyback so that the share price returns to a balanced situation irrespective intervention. Our plan is to intervene in some 10 days, intervene systematically in buying shares under conditions that will be set out more specifically in our release. Thank you.

Anne Borfiga
General Secretary, Lectra

Daniel Harari, we're now going to vote on this resolution.

Daniel Harari
Chairman and CEO, Lectra

Please raise your hand if you vote against this authorization granted to the board to trade in the company shares. Thank you. Abstentions. Given the votes previously received, resolution is adopted over 99% of the vote.

Just a clarification here, says Daniel. The mandate that we'll give to the bank to intervene is 100% consistent with the French Securities Exchange Market, and we'll notify it to the AMF before it comes into force, even if it's not mandatory, it's a good practice. We're fully in line with market practice.

Just to add a word, transparency occurs every month or so 'cause we'll put out a release on operations that occur as part of this share buyback plan, release every month available on our website, and give the AMF and report very transparently to everyone.

Perhaps, just the underlying philosophy here, I think it's important point, probably the most important resolution of the shareholders, meeting. Our intention isn't to support the share price. People think that when we buy shares, that it support share price. Maximum 25% of daily trading on the market, the Euronext market. We have about a quarter of transactions that go via the market, three-quarters of block trading. With this, we can have a block trade, but we can't afford to buy everything. It's not gonna change the market. It won't change the balance significantly. Of course, it protects a very small trading volume one day. It's really something tactical, short-term that we are already doing with the liquidity contract.

The most important point is that the board, in fact, having discussed and listened to its major shareholders, considers that at the current share price, the company is very much undervalued, and it's a good opportunity that would be accretive for remaining shareholders and have more earnings per share. It's really a way of affirming our position on the fact that we believe in the mid, long-term of the company and a valuation that today does not reflect its true value. Nathalie, who's Lead Independent Director. With a microphone, please. Turn to the camera.

Nathalie Rossiensky
Lead Independent Director, Lectra

Yeah, just to say that this is a possibility that we have today. It's an option that we'll have. We haven't yet determined the period of intervention.

If I could just add that nothing's been determined at this stage, and this will be done very soon. It's leeway given to the board, not an obligation, of course, but we want to demonstrate that the board believes in strongly in the value of the company. Thank you very much.

Daniel Harari
Chairman and CEO, Lectra

We're now going to vote to. Oh, we haven't voted. We have. We have. We voted, followed by comment. We can revote if you like. Moving to resolutions of the extraordinary meeting, majority, two-thirds majority for the resolution to be adopted. 16th resolution. You're asked to authorize the board to grant a stock option or stock purchase plan benefiting certain employees or corporate office.

Olivier du Chesnay
CFO, Lectra

Total number of shares limited to 2,100,000 shares throughout the duration of resolution for a period of 38 months. That represent a maximum at 6% of the capital of the share capital and per year, 2% of the share capital, the capital increase. If all these options are allocated and exercised, as they're based on performance, they can be lost. We want them to be all allocated. That would good sign to come. There'd be a capital increase, nominal of EUR 2 million at par value, EUR 2.1 billion. Conditions vesting with presence, minimum lock-up period of three years before.

Exercising the vesting right and the exercise price without a discount set by the board in accordance with applicable legal provisions. Duration of the authorization set at 38 months.

Anne Borfiga
General Secretary, Lectra

If you're agreeable, if you have nothing to add, Daniel, let's vote on it. Please raise your hand if you vote against. If you wish to abstain, well, in that case, thank you. Given the votes previously received and those in the room, resolution is adopted over 92% of the vote.

Daniel Harari
Chairman and CEO, Lectra

On a resolution on stock options, probably the highest vote percentage that we've ever had. My thanks to those who voted in favor. It's very important for the Lectra team and to galvanize everyone. In the 17th resolution, there's a little box there that appears.

We're gonna also explain to you why we recommend that you vote against a delegation given to the board to carry out a share capital increase reserved from employees. You have the characteristics shown on screen and a cap of 100,000. Your board recommends voting against this resolution. It's presented really to meet a legal requirement. Well, basically, we open a stock option plan. That was the previous resolution adopted. Legally, we must also authorize or grant authority to the board to carry out share capital increase for employees. Why does the board refuse, or at least recommends voting against, is that we're no longer in Lectra remuneration policy based on performance base conditions, not at all in a value creation approach with this type of resolution.

We recommend that you vote against this resolution. We're gonna have a rather different vote. That's to say those who want to follow the Board's recommendation, I would ask you not to raise your hand, and then I'll ask you to raise your hand those who want to vote in favor of the resolution. No abstentions either? Right. In view of the votes, this resolution is rejected. Only 24% of the votes in favor. All right. We move on to resolution 18. This, it is to authorize the Board of Directors to reduce the share capital by canceling shares as part of the share buyback program. This could happen within 10% of the full capital stock. The authorization is for 24 months. Who is against that?

Who is, who abstains? Many thanks. In view of the votes already registered, this resolution is carried with 99% of votes. Number 19. This is a technical resolution to adjust the articles or the bylaws to new updated regulations. This is basically ensuring that we abide by the legal provisions relating to the record date. This is just a matter of being to comply with new regulations. If there's anybody against, please vote now. Any abstentions? Many thanks. In view of the votes already received, of course, that resolution has carried with more than 99% of the vote. Finally, it's a power, a resolution powers to carry legal formalities there again.

This is just a vote to enable us to do what you asked us to do. Please raise your hands if there are any votes against or any abstentions. Well, many thanks again. That last resolution was able to carry more than 99% of vote. This completes the votes, this is now a timetable of the next events. We will, in a year's time, will come together on 29 April at the shareholders' meeting, and that will not be here, but in our new premises. Yes, we are, as you know, revamping the ground floor right now at Lectra. That's why we're meeting here instead.

As of next year, we will be back in our own building to welcome you.

Anne Borfiga
General Secretary, Lectra

All right. Many thanks to all of you, and many thanks for your patience. There were as many as 20 resolutions. Would like to congratulate all the new appointees. Does Daniel wish to say anything?

Daniel Harari
Chairman and CEO, Lectra

Yes, I'd like to thank all the shareholders that have come here. Would like to thank them for voting because, of course, when you have a high percentage of positive vote, that speaks for itself. I mean, we always have very high rates in favor. These are challenging times. In 2025 was already challenging. Having your support is really essential for us. Many thanks for your presence, for your trust.

Let's hope and pray that next year we have better figures to show for.

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