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CONTENTS

5

Sustainability Report

UNIVERSAL

REGISTRATION

DOCUMENT

2024

including the Annual Financial Report

This document is available free of charge at the ID Logistics Group head office at
55 Chemin des Engranauds, 13660 Orgon, France, and in electronic format
on the AMF website (
www.amf-france.org) and on the Company website (www.id-logistics.com).

This is a translation into English of the Universal Registration Document of the Company issued in French and it is available on the website of the Issuer.

The Universal Registration Document was filed on April 25, 2025 with the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said Regulation.

The Universal Registration Document may be used for the purposes of an offer of financial securities to the public or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary and any amendments made to the Universal Registration Document. The set of documents thus constituted is approved by the AMF in accordance with Regulation (EU) 2017/1129.

GENERAL REMARKS

This Universal Registration Document including the Annual Financial Report is a reproduction in PDF format of the official version, which was prepared in ESEF format and can be accessed at https://www.id-logistics.com. This reproduction is available on the same website.

Incorporation by reference

The Company’s website is www.id-logistics.com. The information on the website referred to by means of hyperlinks (www.id-logistics.com) in this Universal Registration Document does not form part of this Universal Registration Document, except for the information incorporated by reference as specified below. As such, this information has not been reviewed or approved by the AMF.

Pursuant to Article 19 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, the following items are incorporated by reference in this Universal Registration Document:

The consolidated financial statements for the year ended December 31, 2023 and the related statutory auditors’ report, which may be found respectively on pages 132-171 and 172-183 of Universal Registration Document no. D24-0314 filed with the Autorité des Marchés Financiers on April 22, 2024.
https://www.id-logistics.com/media/2024/04/ ID_Logistics_DEU_2023_FR_202404221737-D24-0314-FR.pdf.

The consolidated financial statements for the year ended December 31, 2022 and the related statutory auditors’ report, which may be found respectively on pages 133-176 and 179-189 of Universal Registration Document no. D23-0355 filed with the Autorité des Marchés Financiers on April 27, 2023.
https://www.id-logistics.com/fr/wp-content/uploads/ sites/33/2023/04/ ID_Logistics_DEU_2022_FR_202304271442-23-355-FR.pdf

Contents of this document

Universal Registration Document

Annual Financial Report

Management Report

Board of Directors’ corporate governance report

Information on sustainability and the sustainability auditor's report

Other AMF regulatory disclosures: description of the share buyback program

Definitions

In this Universal Registration Document, except where indicated otherwise:

“IDL Group” or “Company” means ID Logistics Group SA.

“Group”, “ID Logistics group” and “ID Logistics” mean the group of companies comprised by
ID Logistics Group and its subsidiaries;

“Universal Registration Document” means this Universal Registration Document filed with the French financial markets authority (AMF);

“Universal Registration Document Date” means the date on which the Universal Registration Document was filed.

Market information

The Universal Registration Document includes information about markets in which the Company and its competitors operate, their respective market shares and the Company’s competitive position, in particular in section 1.4 “The contract logistics market” and section 1.5 “ID Logistics market positioning”. This information is drawn primarily from external surveys. However, publicly available information deemed reliable by the Company has not been verified by an independent expert, and the Company cannot guarantee that a third party using different methods to gather, analyze or calculate market data would obtain the same results.

Risk factors

Investors are invited to give careful consideration to the risk factors described in chapter 2 of the Universal Registration Document, “Risk factors”, before making their decision to invest. The occurrence of all or part of these risks could have an adverse effect on the Company’s business, position, financial results or objectives. In addition, other risks not yet identified or considered by the Company to be immaterial as of the Universal Registration Document Date could have the same adverse effect, as a result of which investors could lose all or part of their investment.

Forward-looking information

The Universal Registration Document contains forward-looking statements and information on the Group’s objectives, in particular in sections 1.5 “ID Logistics market positioning”, 1.6 “ID Logistics growth strategy” and 4.14 “Business trends”, which are sometimes characterized by the use of future and conditional verb forms and forward-looking expressions such as “estimate”, “consider”, “have as an objective”, “expect to”, “intend”, “should”, “wish” and “could”, in their affirmative or negative forms, or other similar terms. Such information is based on data, assumptions and estimates deemed reasonable by the Company. The forward-looking statements and objectives referred to in the Universal Registration Document may be affected by known or unknown risks, by uncertainty relating in particular to the regulatory, economic, financial and competitive environments and by other factors that could lead to the Company’s future results, performance and achievements being significantly different from the objectives expressed or implied. Such factors may in particular include the factors described in chapter 2 of the Universal Registration Document, “Risk factors”.

1

Business Overview

1.1ID Logistics: a booming contract logistics pure player

ID Logistics is an international group operating in the contractual logistics industry. Since its creation in 2001, the Group has achieved sustained and uninterrupted growth, reaching revenues of €3.3 billion in 2024.

ID Logistics has developed an asset light model mainly focused on highly technical customer-specific warehouse logistics. The Group currently operates 450 sites in 18 countries, representing over 40,000 employees and over 9 million sqm in Europe, America, Asia and Africa.

ID Logistics serves a well-balanced portfolio of sectors including retail, e-commerce and consumer goods for leading international customers in their field.

1.2Milestones in the Company’s development

The key dates in the history of the Company are as follows:

2001

Incorporation of Vision Investissement, which was subsequently renamed ID Logistics Group

Acquisition of the logistics business of La Flèche Cavaillonnaise

First round of funding: Fonds Partenaire Gestion (Banque Lazard) 44%, La Flèche Cavaillonnaise 27%, founders 29%

Launch of the subsidiary and commencement of operations in Taiwan

By the end of the year the Group was already operating nearly 100,000 sqm of warehouse space

2002

Launch of the subsidiary and start of operations in Brazil

2003

Start of operations in China

Development and deployment of zero paper order “voice-picking” technology in France

2004

Warehouse space operated by the Group passes the 500,000 sqm mark, with revenues of €100 million

Launch of site equipped with high-frequency sorting at Evry, France

Launch of two subsidiaries and start of operations on Réunion Island

2005

Shareholder restructuring after Banque Lazard’s withdrawal: 50.5% of Group equity now held by the management

2006

Launch of the subsidiary and start of operations in Spain

The Group operates 1 million sqm of warehouse space worldwide and becomes one of the
top ten logistics operators in France in terms of revenue (source: Journal de la Logistique, September 2007)

2007

La Flèche Cavaillonnaise becomes a subsidiary of the ID Logistics group, now independent and wholly owned by its management

Launch of the subsidiary and start of operations in Indonesia

2008

Launch of the subsidiary and start of operations in Poland

2009

Launch of the subsidiary and start of operations in Argentina

Start of “Logistics on demand” operations in Morocco (providing “Software as a Service”
solutions with leased warehouse management software)

2010

Launch of the subsidiary and start of operations in Russia

Launch of the first ever Pick-n-Go smart fork-lift truck in France: a traditional order-picking truck connected to a radio frequency voice recognition system, a warehouse management system and a laser guiding system

2011

Warehouse space operated by the Group worldwide has doubled in 5 years and is now nearly 2 million sqm

Acquisition of Mory group’s logistics division

2012

Flotation of the Company’s shares on the Euronext Paris Stock Exchange by a new stock issue representing a 25% float

Launch of the subsidiary and start of operations in South Africa

2013

Acquisition of the entire capital of CEPL, leading French retail order-picking operator. This acquisition boosts the Group’s market share in France and Spain and gives it a foothold in Germany and the Netherlands

The surface area operated by the Group worldwide now exceeds 3 million sqm

2014

Customer partnerships strengthened via two new joint ventures with Danone (transport organization in Europe and fresh produce logistics in South Africa)

Development of a dedicated offer and first commercial success in retail order picking and e-commerce

2015

E-commerce accounts for 11% of Group revenues

2016

Acquisition of Logiters group in Spain and Portugal: ID Logistics passed the symbolic billion euro revenue mark and France now accounts for less than 50% of Group business

2017

ID Logistics becomes the leading e-commerce contract logistics operator in France (source:
E-commerce mag, Kantar, Company)

Launch of operations in its 17th country (Romania), strengthening ID Logistics’ foothold in Eastern Europe

2018

Launch of operations in its 18th country (Chile), strengthening ID Logistics’ foothold in South America

2019

Closure of South Africa operations

Acquisition of Jagged Peak giving ID Logistics a foothold in the US market

2020

Cessation of operations in China

Resilience of the ID Logistics business model demonstrated throughout the COVID-19 health crisis with 5% organic revenue growth

E-commerce accounts for 25% of Group revenues

2021

Acquisition of GVT (Benelux)

2022

Acquisition of Colisweb (France) and Kane Logistics (USA)

Launch of operations in Italy, cessation of operations in Russia

2023

Acquisition of Spedimex (Poland)

Launch of operations in the UK

2024

€135 million capital increase representing 6.1% of capital stock before capital increase

ID Logistics crosses $3 billion in revenues

1.3Selected annual financial information

The financial information given below is based on the consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, prepared pursuant to current IFRS. The 2024 financial statements are set out in section 4.8 of the Universal Registration Document, “Annual historic financial information”.

These key accounting and operational results should be read in conjunction with the information contained in sections 4.2 “Comparison of years ended December 31, 2024 and December 31, 2023”, 4.3 “Cash and capital” and 4.4 “Cash flow”.

Figures stated in euro millions in the tables shown in this chapter have been rounded in line with those shown under chapter 4, “Financial statements”.

The Group posted 2024 revenues of €3,271 million, underlying operating income (EBIT) before acquired customer relations amortization of €148 million and consolidated net income of €54 million.

Backed by over 40,000 employees, the Group had 450 sites comprising over 9 million sqm of warehouse space at December 31, 2024.

Summary income statement for the year ended December 31

€m

2024

2023

2022

Revenues

3,271.0

2,747.4

2,481.3

Underlying EBITDA*

513.5

434.7

372.8

Underlying EBITDA margin (% revenues)

15.7%

15.8%

15.0%

EBIT**

147.8

125.8

108.2

EBIT margin (% revenues)

4.5%

4.6%

4.4%

Total consolidated net income

53.9

53.9

41.7

Net margin (% revenues)

1.6%

2.0%

1.7%

* Underlying EBITDA corresponds to underlying operating income (EBIT) before net depreciation, amortization and impairment of PP&E and intangible assets.

** Before amortization of acquired customer relations

Summary statement of cash flows for the year ended December 31

€m

2024

2023

2022

Net change in cash and cash equivalents

- from operating activities

481.7

429.8

343.3

- from investing activities

(91.3)

(99.3)

(309.8)

- from financing activities

(316.2)

(273.4)

(5.3)

Other changes

(1.7)

1.0

(1.4)

Change in net cash and cash equivalents

72.5

58.2

26.8

Summary balance sheet as of December 31

€m

2024

2023

2022**

Non-current assets

1,867.4

1,676.0

1,481.4

Working capital

(109.1)

(124.7)

(114.3)

Net debt*

1,136.3

1,137.7

1,042.0

Total consolidated shareholders’ equity

622.0

413.6

324.7

* Net debt corresponds to net borrowings plus firm lease commitments. Net borrowings corresponds to gross borrowings plus bank overdrafts less cash and cash equivalents.

** Excluding net liabilities totaling €0.4 million for discontinued operations in Russia.

1.4The contract logistics market

1.4.1Definition of contract logistics

Logistics comprises all operations that enable the right product to be delivered at the right time, in the right place and at the lowest cost. Specifically, logistics refers to the business of managing flows between an enterprise, its suppliers and its customers. It consists in optimizing the physical flow of goods as well as internal and external information and financial flows.

Logistics operations are a central feature of the supply chain, involving upstream freight forwarding (sea or air) and inland transport (road or rail) activities and downstream delivery operations, including last-mile delivery.

Contract logistics covers the portion of logistics operations that is outsourced and formalized between the customer and its service provider in an agreement setting out the resources implemented and objectives to be achieved.

1.4.2The contract logistics market

The contract logistics market encompasses a wide range of activities including warehouse inventory management, related services such as packaging and end-of-production operations and the management of all associated flows, in particular transportation. In view of the varying degree of integration between transportation activities and contract logistics activities in different countries and the limited number of specific world market contract logistics studies, it is difficult to estimate the size of the market.

The global contract logistics market

Given the Group’s international footprint and experience, and on the basis of its competitors’ publications, ID Logistics estimates that the global market was worth some €294 billion in 2024, up 3.7% over 2023 (sources: Transport Intelligence, Company estimate). Barring exceptional fluctuation due to the health crisis in 2020 and 2021, the global market is growing in line with inflation and GDP growth in the various local markets; growth is further boosted by a customer trend towards increased outsourcing.

The world contract logistics market by region was estimated to break down as follows in 2023 (source: Transport Intelligence, Company estimate):

Region

Market share

Asia-Pacific

38%

Europe

30%

North America

26%

Other

6%

The market share of the top ten global players in 2023 was estimated as follows (source: Transport Intelligence, Company estimate):

Company or business unit

Market share

DHL Supply Chain

6.0%

GXO Logistics

3.2%

CEVA Logistics

2.3%

UPS

1.9%

Maersk

1.8%

Logisteed

1.7%

Ryder

1.6%

Geodis

1.5%

J.B. Hunt

1.2%

Rhenus

1.1%

The market is highly fragmented and the top five global players collectively account for just 15.2% of the total market share. DHL’s Supply Chain division has a global presence as the market leader in Europe and North America and a ranking of 4th in Asia-Pacific. GXO operates primarily in North America (5th) and Europe (2nd). Ryder mainly operates in North America. Maersk and CEVA Logistics have increased their presence outside their home continent of Europe, whereas Logisteed (formerly Hitachi) generates almost all of its revenues in Asia-Pacific, including 80% in Japan.

ID Logistics is getting close to the global top ten with an estimated market share of 1.1% in 2024.

The European contract logistics market

The European market is the second largest contract logistics market in the world and the main market in which ID Logistics operates.

The European contract logistics market by region is estimated to break down as follows (source: Transport Intelligence, Company estimate):

Country

Market share

Germany

23.5%

United Kingdom

21.6%

France

12.6%

Netherlands

8.0%

Italy

6.8%

The market share of the top five European players (including the United Kingdom) in 2023 was estimated as follows (source: Transport Intelligence, Company estimate):

Company or business unit

Market share

DHL (Supply Chain)

8.8%

GXO Logistics

6.8%

CEVA Logistics

4.1%

Rhenus

3.3%

Kuehne+Nagel

2.9%

The North American contract logistics market

North America is the third largest contract logistics market in the world. ID Logistics entered this market towards the end of 2019 and has grown by more than 40% annually since that date.

The market share of the top five North American players in 2023 was estimated as follows (source: Transport Intelligence, Company estimate):

Company or business unit

Market share

DHL (Supply Chain)

9.5%

UPS

7.5%

Ryder

6.1%

J.B. Hunt

4.5%

GXO Logistics

3.7%

Market development factors

Sensitivity to economic conditions and consumer trends

While sensitive to the economic situation, household consumption (particularly for consumer goods) is relatively stable in volume given constant demographic trends. Indeed, during an economic recession, consumers focus primarily on price, with the result that they may reduce their outgoings in value terms but not necessarily in volume. Therefore contract logistics companies, whose income depends mainly on volumes handled (pallets, order picking, etc.) are less affected by economic slowdowns. Nevertheless, the major difficulty for contract logistics players during an economic crisis lies in the erratic fluctuation in volumes handled and the uncertainty that surrounds them. Household consumption also depends on changes in purchasing power and on demographic trends.

Developments in consumer habits (in particular the rise of hard discount stores, specialized retailers, e-commerce, etc.) may result in the emergence of new market players and may lead major customers to modify their logistics arrangements. Adaptation to consumer behavior is a key factor for large retailers and consequently for their logistics operators as well.

Optimization of customers’ supply chains is a key strategic factor

In order to respond to customers’ new expectations, logistics groups are positioning themselves as global providers able to manage all types of goods flow over an ever expanding geographical area. Good supply chain management for consumer goods customers has become an important selling point and source of added value through product availability, limiting inventory shortages, minimizing inventories and costs, etc.

In addition, major customers tend to prefer a limited number of suppliers capable of sustaining structuring projects that require genuine expertise and a capacity for investment to implement and manage increasingly large-scale innovative and technological projects. This growing importance of leading players in the industry is counterbalanced by a decline in the policy of purchasing services from a wide range of transportation and warehousing suppliers.

A strategy of increased outsourcing

Besides economic factors, the environment in which logistics providers operate is characterized by a structural upward trend in the outsourcing of logistics functions by shippers. The use of subcontractors in this way is justified by the following needs:

Need for cost savings: in-house logistics departments are frequently a source of high costs for companies.

Need for flexibility: in order to focus on their core business without having to concern themselves with logistics issues, customers expect their logistics operators to demonstrate a real ability to share costs while also being flexible.

Need for expertise: the high-level technical know-how required to manage flows of increasing complexity is guaranteed by the logistics operator’s experience and capacity for innovation.

Need to support growth abroad: outsourcing makes it much easier to set up foreign operations, especially when growth is booming.

Outsourcing is estimated to account for 32-38% of logistics activities depending on the source. It varies widely by geographical area from around 20% in the United States to almost 60% in the United Kingdom, for example. There is still considerable scope for progress, especially during the current period; the uncertainty and lack of confidence that plague the global economy confirm the choices made by economic players that have decided to focus on their core business and outsource their ancillary functions in order to gain flexibility and reduce costs.

E-commerce development

Over the last five years, the e-commerce share of the global market has increased from 10% to 20%. The pandemic was certainly a driving force, but it also established e-commerce as a consumer trend in its own right whose share in the global market is expected to continue to grow.

Since it serves the end customer directly, e-commerce is more demanding in terms of reliability and order picking timeframes than conventional bricks-and-mortar retail. Order picking is also more intricate, as it only concerns a few units of a few items per parcel. The solutions to be implemented and managed are therefore much more complex and sophisticated, with greater reliance on automation and robotics. Finally, e-commerce is characterized by high return rates (around 30% of goods shipped) which generate additional logistics operations.

For these reasons, e-commerce has driven and will continue to drive growth in the contract logistics market, while ramping up revenues for well-positioned, recognized logistics companies in this segment, including ID Logistics.

Major shippers’ sustainable development strategies bolster this trend

The emergence of sustainable development issues has only accelerated this trend. Indeed, companies’ efforts to reduce their carbon footprint compel them to look for ways to step up transport consolidation.

These factors also reinforce the need to have global providers capable of measuring CO2 emissions throughout the supply chain, proposing sufficiently comprehensive action plans in order to reduce their impact and proposing global supply chain optimization solutions (see section 1.12 of the Universal Registration Document, “Sustainable development and growth”).

Reorganization of supply chains

Recent crises related to the COVID-19 pandemic, energy costs and supply disruptions have highlighted the need to make supply chains more resilient. In this context, customers are required to rethink their logistics organization and consider creating back-up inventories or relocating part of their inventory close to consumption areas such as Europe or North America. Such steps would provide new growth opportunities in the contract logistics market.

A strong consolidation trend over the past 10 years

For 10 years, the logistics market has undergone considerable consolidation, as market players have sought to expand their competencies and reach the critical mass required to offer a wide range of services and support their customers’ international growth.

The table below summarizes the principal acquisitions carried out over the last 10 years:

Target

Buyer

Year

MGF (France)

Norbert Dentressangle (France)

2014

Jacobsen (USA)

Norbert Dentressangle (France)

2014

Norbert Dentressangle (France)

XPO (USA)

2015

OHL (USA)

Geodis (France)

2015

Uti (USA)

DSV (Denmark)

2015

LGI (Germany)

Elanders (Sweden)

2016

Logiters (Spain)

ID Logistics (France)

2016

CEVA Logistics (Switzerland)

CMA CGM (France)

2019

Panalpina (Switzerland)

DSV (Denmark)

2019

Kuehne+Nagel UK (UK)

GXO (USA)

2020

Visible Supply Chain (USA)

Maersk (Denmark)

2021

Ingram Micro (USA)

CMA CGM (France)

2021

Whiplash (USA)

Ryder System Inc. (USA)

2021

Imperial Logistics (South Africa)

DP World Logistics (UAE)

2021

Syncreon (USA)

DP World Logistics (UAE)

2021

Agility (Kuwait)

DSV (Denmark)

2021

Kane Logistics (USA)

ID Logistics (France)

2022

Pilot Freight Services (USA)

Maersk (Denmark)

2022

GEFCO (France)

CEVA Logistics (France)

2022

Clipper Logistics (UK)

GXO (USA)

2022

Kenco Logistics (USA)

Pritzker Private Capital (USA)

2022

PFS (USA)

GXO (USA)

2023

Spedimex (Poland)

ID Logistics (France)

2023

Bolloré Logistics

Ceva Logistics (France)

2023

Wincanton (UK)

GXO (USA)

2024

DB Schenker (Germany)

DSV (Denmark)

2024

1.5Market positioning of ID Logistics

1.5.1Market positioning of ID Logistics

A fundamental approach as a logistics pure player and integrator of technical solutions

The Group has made the strategic decision to pursue growth based on its expertise in developing technical solutions specific to individual customers. As such the Group does not aim to develop business lines where growth is driven by control of networks (i.e. inland transportation, air and sea freight forwarding, etc.).

As a pure player since incorporation backed by over 20 years of experience, ID Logistics can offer not only individual logistics services but also logistics solutions ranging from traditional logistics operations to developing solutions as part of the customer’s strategy.

This approach is particularly evident in the Group’s ongoing commitment to innovation, constant search for financial and environmental optimization solutions, constant endeavor to improve its customers’ flows, etc. 

A totally customer-focused organizational system

ID Logistics places itself at the core of its customers’ logistics strategy. The Group has implemented a specific organizational system focusing on customer relations in order to meet customer expectations as closely as possible while offering proposals that anticipate their future development.

Specializing in key accounts and high-volume requirements, ID Logistics primarily operates warehouses dedicated to a single customer. Each warehouse is thus organized and managed specifically for the customer using directly dedicated resources.

Consistent first-grade operational quality worldwide

In order to provide optimum and consistent service throughout its subsidiaries in France and abroad, the Group has established a set of “best practices”. These are intended to ensure world-class quality of service when setting up new operational facilities in France and abroad, while ensuring that know-how and values are shared within the Group.

In addition to these best practices, ID Logistics also implements “core models” that can be copied by customers developing several logistics operations in one or more countries. Based on perfect knowledge of customer needs and standardized organization and responses, this approach makes it possible to ramp up the implementation of start-ups and the monitoring of activities.

Continuing focus on the mass market (production and distribution)

The Group’s expertise is based on the logistical management of high-volume contracts and the search for optimizing solutions along the entire supply chain from manufacturer through to end customer. The Group aims to continue to serve new types of customer within this sector. 

International positioning focused on mass consumption markets

Thanks to this approach, the Group has established long-term relationships of trust with its customers, as borne out by the support that the Group has provided for those customers’ international development (operating bases in 17 new countries since the Group’s foundation in 2001).

The Group is present in most of the major consumption countries where its large retail and mass consumption customers operate. The main objective is to increase market share in these countries, in particular through support offered to domestic customers. In the coming years, the activity of supporting existing customers could lead to openings in new countries. The first step would be to continue to offer support to existing customers for their growth in these countries. 

Support for major customers in their new business lines and particularly in cross-channel selling

One avenue of potential growth lies in expanding the Group’s offer to existing customers. In fact, increasingly decisive logistics support is required in order to keep pace with changing modes of distribution.

The growth of online selling, the opening of “Click & Collect”-type models, home delivery and other factors entail changes to distributors’ logistics organization and thus provide the Group with new opportunities.

In a broader context, changes in consumer habits lead to growing complexity of logistical arrangements, due to:

an increase in the number of products offered for sale and the need for those products to be available;

complexity of sales and distribution channels;

a requirement for greater flexibility in the management of volumes.

Expansion of the logistics offering is a suitable response to these requirements. 

A culture geared towards innovation and automation

Since inception, the Group has made innovation one of its top priorities, notably by setting up an R&D department in order to offer customers cutting-edge technological solutions. This policy allows the Group to develop so as to improve the operational and financial performance of its operating sites and to offer better working conditions for its employees (e.g. via a reduction in accident rates, increased productivity, etc.).

ID Logistics also offers solutions and innovations in the areas of mechanization, automation and robotics, including high-speed automated sorting systems, load transfer, gripping and packing robots to optimize workstation ergonomics and operator working conditions, automated goods-to-person solutions (shuttles, mini-loads) to improve order-picking ergonomics, increase storage and production capacity, and high-rise stacker cranes for storing pallets. Drawing on its expertise and experience, ID Logistics has the ability to connect, interface and manage systems via fully digitized processes and interfaces and to offer scalable solutions as its customers mature.

Control of information systems

The Group has acquired significant expertise in the management and implementation of information systems, allowing it to install customized solutions according to the site typology and to benefit from real-time access to structured information. The fluidity and reliability of this information allows the Group in particular to analyze and thus continuously improve site performance.

Highly experienced employees who share Group values

The Group attaches particular importance to imparting the following values among employees: enterprise, operational excellence, rigor and solidarity. Moreover, ID Logistics has been able to attract and retain talented people, resulting in a stable management team.

Finally, in addition to its competitive advantages, ID Logistics has adopted a customer-focused strategy of sustainable development and growth. To this end, the Group has set up a number of projects aimed at reducing the Group’s carbon footprint and has developed specific environmental and financial analysis and improvement expertise on behalf of its customers.

Measure to promote sustainable development

ID Logistics’ service offerings take into account the sustainable development challenges of its customers. These services focus heavily on occupational health and safety, based on training, innovation and empowerment of all people at the Company. They are also intended to support customer strategies for reducing their environmental footprint.

1.5.2Types of service offered by ID Logistics

ID Logistics provides a broad range of logistical services to its customers:

Warehousing and value-added services

The ID Logistics offer meets the specific requirements of ambient and fresh produce logistics and e-commerce.

Warehousing: use of a warehouse to store goods.

Inventory management: real-time monitoring of inventory levels, turnover, sell-by dates, etc.

Order picking: collection of products, packages or pallets in a warehouse for the preparation of an order to be delivered to a distribution center or point of sale.

Kitting: putting several items together to form a kit or pack.

Co-packing: packaging operation involving the grouping of parts into a batch (e.g. for special offers) or for shop displays.

Packaging (shrink-wrapping or repackaging): preparation of a package in the desired packaging and containers.

Just-in-time assembly line supply and Kanban: supply of a minimum inventory of parts or work-in-progress alongside the assembly line, to be used and replenished based on production requirements. Kanban is one of the techniques of just-in-time procurement.

Consolidation: flow management designed to optimize the loading ratio of the transport vehicle (truck, wagon, barge, etc.).

Cross-docking: organizing transport such that the goods are received from suppliers, and customer orders prepared and shipped, on the same day with zero time in inventory.

Multi-supplier consolidation: sharing of a warehouse by several suppliers of the same customer. The goods remain the property of the suppliers, which are often too small to be able to deliver regularly to retailers at a competitive price. This type of storage guarantees the availability of products to the customer.

Quality control: an operation designed to control the compliance of goods received and shipments.

Transportation and flow organization

Transport organization: on behalf of the customer, ID Logistics organizes and optimizes transport schedules and routes over a given geographical area; the customer maintains a direct contractual relationship with its carriers.

Administration of transport orders: administration of delivery notes, scheduling, arranging meetings, monitoring disputes, etc.

Routing plan optimization: regular proposals to reengineer routing plans in order to cut costs.

Dedicated vehicle fleet: use of vehicles specifically allocated to the customer.

Combined transport: use of combined rail and road solutions.

Container tracking: real-time tracking of containers with a view to optimizing the customer’s supply chain.

Dedicated monitoring team: transport organization on behalf of the customer, including forwarding and contractual relations with the carriers designated by ID Logistics.

Supply chain optimization

Customer-side installation of WMS – Warehouse Management System - or ERP software interposed between commercial purchasing management and warehouse inventory management.

Proposed implementation of systems to enable real-time monitoring of supply chain flows.

Management of in/outbound warehouse flows: ID Logistics manages and optimizes inbound and outbound flows at the customer’s warehouses, irrespective of whether the warehouse is managed by ID Logistics.

Organization of meetings: ID Logistics manages and optimizes its customer’s meetings with carriers concerning deliveries and dispatches to and from the warehouse.

Back-up plan: ID Logistics designs and manages back-up plans for its customers in order to ensure ongoing delivery to their points of sale even if one or more of their sites are not in operation due to fire, adverse weather conditions, strikes, etc.

Project management: ID Logistics participates in the design and implementation of all types of projects related to its customers’ supply chains in France and abroad (e.g. prospecting, impact studies, solution consulting, etc.).

E-commerce

The Group has implemented special tools designed to deal with specific issues related to e-commerce:

Choice of a specific information system: the Group has decided not to resort to the usual systems but to acquire a customized information system suitable for this type of process.

Appropriate real estate solutions allowing a large degree of flexibility and sharing of e-commerce operations.

Partnerships with express and pallet distribution networks in order to provide a global offer to the customer.

The Group has acquired particular expertise in this business and applies it in all countries where it operates.

E-commerce requires logistics providers to manage more complex flows. Indeed, a logistics provider must have the requisite systems allowing it to receive a purchase order for a product stored in one of its warehouses and viewed and purchased online by the customer, and to send the product directly to the customer from the warehouse or make it rapidly available at a retail outlet for collection by the customer.

1.5.3Market typology

ID Logistics operates across a wide range of market types:

Sector

% 2024 revenues

Customer typology

Customer requirements

Retail

32%

General or specialized retail, food and non-food.

In view of the surge in the number of food product references, major retailers have adopted the policy of drastically reducing their inventory levels to achieve an average close to 10 days per warehouse. This new logistics system has become a key competitive factor for retail chains that need to ensure constant availability of products at minimum cost. In cold logistics, an additional challenge includes the complete mastery of the cold chain.
Non-food or general goods are imported in mass quantities and require special inventory logistics designed to cope with a wide variety of product types. The updating of product ranges resulting in frequent promotional campaigns as well as significant product seasonality makes flexibility of service particularly important.
Several years ago the sector entered a new phase, consisting of further acceleration of flows due to the transformation of warehouses into cross-docking platforms. This new strategy has forced industrial suppliers to adapt their mode of delivery to the new system. This new logistics system has become a key competitive factor for retail chains that need to ensure constant availability of products at minimum cost.

E-commerce

25%

Cross-channel retail developed by retail customers in addition to their bricks-and-mortar sales outlets, plus pure player websites

E-commerce has become a major issue for all retail customers. It is a high-growth market that is complementary to retailers’ traditional sales outlets. Major customers seek both specific e-commerce logistics and synergies with their traditional logistics arrangements while demanding 100% quality rates.

Fast-moving consumer goods

22%

Manufacturers and suppliers for general or specialized large retailers

Manufacturers are looking for a logistics service that can support them through the organizational changes required by large retailers. Inventory reduction increases the frequency of deliveries. Customer expectations relate to the picking process and to the associated organization of transport.

Technology

6%

Hi-fi products and technology.

High-value products, diverse range of product sizes (ranging from cameras to refrigerators), large seasonal differences, mostly imported en masse and requiring high-precision logistics due to the nature of the product. Inventory management is the key component of the logistics service.

Fashion

8%

Manufacturers and general or specialized retailers of clothing, leather goods and fashion accessories.

Textile logistics is a particularly demanding field, involving major seasonal differences, the success or failure of collections, issues related to the transportation of clothing flat or on hangers and mass importation.

Cosmetics

3%

Manufacturers and general or specialized retailers of cosmetics and fragrances.

Luxury products and cosmetics logistics requires high-precision management of a wide variety of consumer products and sales promotion accessories, given the fragility and high unit value of the products. This applies in particular to the order-picking process, in which the rate of error must be kept as low as possible. It must also cope with a concentration of sales around public holidays, sales campaigns and launches of products with relatively short life cycles.

Industry

2%

Manufacturers and subcontractors.

Parts inventory management and line-side logistics, including kitting of components for just-in-time delivery synchronized with production rate. The use of subcontractors for such operations allows manufacturers to cope with fluctuations in production rates. Need for end-to-end traceability for avionics components. Need for authorization for defense-related operations.

Healthcare

2%

Pharmaceuticals manufacturers.

Need for end-to-end traceability, management by batch number and storage requirements for specific products (temperature, safety measures, etc.), requiring special authorization. Customer pooling requirements, particularly prior to transportation.

1.5.4Global monitoring of key accounts

Top-ranking customers consisting of leading French companies and major multinational groups

Historically, the Group has built its development around major French-based multinationals and has proved its ability to support them in the long term and in their advanced foreign markets in South America and Asia. ID Logistics has been able to reinforce its long-standing relationships with its principal customers and to adapt to their changing needs, in particular by offering plans for continuous improvement and developing innovative solutions.

On the back of its operational successes with its long-term customers, the Group has expanded and diversified its customer portfolio by supporting the major French retail groups and large manufacturing groups in their foreign operations in regions with high growth potential (i.e. emerging countries).

With very few exceptions, all Group customers are leading players in their respective industries and operate in Europe and abroad.

The Group’s goal is to support these customers’ growth in France and worldwide while adapting to their changing strategies.

Principal Group customers(1)

Retail and e-commerce

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Fast-moving consumer goods

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Other

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(1) The above presentation includes a selection of customers which generated revenues for the years presented in this Universal Registration Document.

Support for customers worldwide

Since its inception, the Group has chosen to support its customers in their foreign operations. Today, the Group serves over half its customers in at least two countries.

The process of supporting customers in their foreign operations generally starts with an upgrade of operational processes prior to the installation of the technology currently used on customers’ sites in France. During this upgrading process, revenue per employee (permanent and temporary), converted into euros, is generally lower than the equivalent figure at French-based sites.

1.5.5Relationships established with customers on a contractual, transparent and long-term basis

Contract logistics is based on systematic contractual formalization and the allocation of appropriate resources.

Contracts are formalized following a call for tenders procedure during which the service providers invited to bid propose the best logistics solution in a transparent manner and in collaboration with the customer on the basis of information provided by the latter (inbound sourcing zone, outbound distribution zone, volume, product mix, seasonality, etc.). This information is used to determine the best location for the warehouse (barycentric), its operational characteristics, associated IT processes, permanent and temporary staffing, etc.

Systematic contractual formalization

After the tender procedure that is carried out almost systematically by shippers, ID Logistics signs a formal contract with the customer for each new project. This includes:

operating specifications, which describe the entire service and assets to be provided by the Group;

quality specifications, which describe the quality commitments undertaken and how they are measured (e.g. KPI);

the contract, which specifies payment arrangements, liability, the duration of the contract, renewal clauses, etc.

ID Logistics applies a rule whereby it does not enter into a new contract without prior clarification of all the aforementioned items with the customer.

Invoicing system determined when contract is signed

All contracts are subject to different pricing terms and conditions (e.g. indexation or volumes) stemming from commercial negotiations based on customer assumptions regarding operating conditions (volume, seasonality, order mix, etc.). Revenue is generally recognized as follows: the customer is invoiced based on specifications (e.g. full pallet, preparation of special packages, etc.) and quantity of packages prepared.

Group revenues are mainly based on volumes handled, which are contractually defined on the basis of the information provided by the customer during the call for tenders. In the event of a significant change in volumes, prices are renegotiated accordingly.

Most agreements include annual price indexation clauses applicable on the anniversary date of the contract on the basis of official local inflation indices.

While the Group’s revenues are not subject to major seasonal fluctuations, second-half revenues tend to be slightly higher than first-half revenues, in view of the breakdown of customers and their growth profile.

However, first half revenues tend to be more volatile in terms of volumes with larger swings between business peaks and lows than in the second half. Excluding the impact of any new facility start-up costs, this volatility is reflected in lower operational productivity, and first-half operating income is generally lower than in the second half.

This feature of ID Logistics’ business, which is also experienced by some competitors, is entirely factored into its operating procedures and financial management and does not constitute a risk as such.

Assets assigned to each contract

For each contract, ID Logistics provides a tailored solution designed to meet the specific requirements of each customer, including the following services:

Almost entirely single-customer solutions (one customer per warehouse).

Dedicated resources for each customer: warehouses, equipment, vehicles, etc.

An “asset light” policy which allows the Group to minimize the risk of unoccupied surfaces whilst offering significant flexibility to customers.

Market information systems tailored to customer needs.

A system for measuring performance and action plans.

Specifically trained teams assigned to the operation.

An ultra-flexible business model

ID Logistics has traditionally pursued its development according to a model based on flexibility and adaptability. This approach has enabled the Group to offer its customers bespoke solutions, without having to rely solely on its own assets and avoiding the risks associated with the acquisition of a large amount of property, plant and equipment. It is particularly suited to the present economic climate, as it allows the Group to adapt to consumer trends and the global economic situation in the medium to long-term.

The Group has therefore decided to focus on leasing its warehouses (all warehouse surface area in operation as of December 31, 2024). With each new contract, the Group can offer bespoke real estate solutions tailored to each customer’s requirements: leasing (takeover of the existing warehouse or search for a new location), use of the customer warehouse, construction, etc. In the case of leasing, the term of the lease corresponds to that of the customer’s contractual obligation.

In terms of human resources, the Group assigns a training and management team to each contract and determines the staffing requirements in accordance with the specific features of each site. Seasonal effects and activity peaks are absorbed by the use of temporary workers without impacting the ongoing cost structure. The Group works together with the main temporary employment agencies.

In addition, the equipment required for operating the warehouses (trolleys, forklifts, etc.) is generally leased for the duration of the contract.

Genuine transparency with each customer

The customer partnership approach developed by ID Logistics is based on transparency.

This transparency is reflected in the practice of notifying the customer of all assets deployed and costs incurred in order to guarantee the proper performance of the contract. ID Logistics’ operating margin is thus calculated on a clear and shared basis.

However, this transparent approach does not necessarily involve invoicing based on “cost + margin”, a practice which, although common in English-speaking countries, is relatively rare in the countries in which ID Logistics operates.

Every year, ID Logistics reviews price developments and the improvement procedures it undertakes with its customers. ID Logistics’ philosophy of long-term customer support is embodied in the form of improvement plans designed to ensure the continuous improvement of logistics operation performance (reducing the overall cost for the customer while optimizing the level of service). The benefits of these improvement plans are shared in a transparent manner between ID Logistics and its customers.

Long-term support

The legal term of a contract depends mainly on the value of the investments required or on other more specific elements, such as the takeover of staff in the context of outsourcing. The term varies between 3 and 10 years. Once the initial contractual term is completed, contracts are renewed on a regular basis.

If the logistics provider is able to establish a strong relationship with its customer based on transparency and solid communication, contracts are frequently renewed as changing providers involves major costs and risks.

1.6ID Logistics growth strategy

The Group’s main strategic principles

In view of these different sources of growth, ID Logistics follows a strategy based on four major principles:

A fundamental approach as a logistics pure player and integrator of technical solutions

The Group has made the strategic decision to pursue growth based on its expertise in developing technical solutions specific to individual customers. As such the Group does not aim to develop business lines where growth is driven by control of networks (i.e. inland transportation, air and sea freight forwarding, etc.).

International positioning focused on mass consumption markets

The Group is present in most mass consumption countries where its large retail and FMCG manufacturing customers operate. The main objective is to increase market share in these countries, in particular through support offered to domestic customers. In the coming years, the activity of supporting existing customers could lead to openings in new countries. The first step would be to continue to offer support to existing customers for their growth in these countries.

Continuing focus on the mass market

The Group’s expertise is based on the logistical management of high-volume contracts and the search for optimizing solutions along the entire supply chain from manufacturer through to end customer. The Group aims to continue to serve new types of customer within this sector.

Support for major customers in their new business lines and particularly in cross-channel selling

One avenue of potential growth lies in expanding the Group’s offer to existing customers. In fact, increasingly decisive logistics support is required in order to keep pace with changing modes of distribution.

The growth of online selling, the opening of “Click & Collect”-type models, home delivery and other factors entail changes to distributors’ logistics organization and thus provide the Group with new opportunities.

In a broader context, changes in consumer habits lead to growing complexity of logistical arrangements, due to:

an increase in the number of products offered for sale and the need for those products to be available;

complexity of sales and distribution channels;

a requirement for greater flexibility in the management of volumes.

Expansion of the logistics offering is a suitable response to these requirements.

Major untapped potential for organic growth

ID Logistics currently operates in most countries where the mass market is a major target for large manufacturers and retailers. The Group intends to focus on sectors where it is already present, in France and abroad.

In France, the Group has many sources of growth through the acquisition of new contracts (either due to a change in logistics supplier or by manufacturers or retailers outsourcing logistics) or development of multi-channel logistics solutions (“traditional” versus
“e-commerce” logistics) in conjunction with the support offered to existing customers. The Group also made significant inroads into this new business line, which has grown over
10 years and now accounts for 25% of its revenues.

The Group still has major growth potential abroad. In the first stage, ID Logistics pursued a strategy of supporting its customers based in France and abroad. In the second stage, the Group aims to boost its competitive position by supporting local customers, either in their country of origin or via the Group’s sites in other countries. In this respect, ID Logistics intends to focus on certain major growth sectors such as textiles, fresh produce, healthcare and fragrances.

Geographically speaking, the Group does not rule out the possibility of moving into new countries with high growth potential, while maintaining its usual approach of supporting its existing customers then consolidating its local market position.

Stepping up growth through acquisitions

The Group is also stepping up growth via acquisitions in order to:

strengthen competitive positions in countries where it is already present in order to consolidate the sector in France and abroad;

develop additional logistics expertise in a new business;

reinforce the services related to contract logistics operations.

It was precisely this strategy which led to the July 2013 acquisition of CEPL that confirmed the strategic advantage of stepping up external growth and the Group’s ability to carry out and integrate value-adding acquisitions.

Thanks to this acquisition, the ID Logistics Group has boosted its service offering in the single order picking market segment and has become the No. 1 French operator in automated order picking. The Group has expanded its customer base to take on new market segments such as electronic and cultural goods, perfumes and clothing and now serves well-known high-potential customers such as Sony, Bouygues Telecom, Givenchy, Guerlain, Yves Rocher, Elizabeth Arden. This operation also allowed ID Logistics to bolster its e-commerce services with customers such as vente-privee.com.

Furthermore, CEPL’s in-depth expertise in automation and order picking has allowed the ID Logistics Group to offer innovative solutions to all customers while providing flexible, bespoke logistics services to e-commerce customers. As a result of this transaction, ID Logistics has boosted its European network by expanding into Germany and the Netherlands while consolidating its traditional operations in Spain. Lastly, CEPL’s existing customers provided potential for commercial growth abroad.

Likewise, in 2016 ID Logistics continued to roll out its international growth strategy, strengthen its leadership in Europe and shore up its logistics pure player model via the acquisition of Logiters. In 2015, Logiters managed more than 50 warehouses equivalent to around 750,000 sqm, employed 3,300 people and posted revenues of €250 million. This important acquisition has allowed ID Logistics to develop its business in high-potential sectors such as healthcare/pharmaceuticals and the automotive industry, to strengthen its positioning in its historical sectors of FMCG and retail, and to enhance its portfolio with new, high-profile customers. Logiters also provided ID Logistics with new expertise and know-how, particularly in IT systems, engineering and transport organization, and new value-added solutions such as industrial pooling.

In late 2019 ID Logistics purchased a number of business operations from Jagged Peak, a US-based e-commerce logistics specialist which posted 2018 revenues of $80 million and employs around 200 people. Jagged Peak stands out by its ability to provide order picking and distribution solutions over the whole of North America, using its own resources backed by an extensive partner network, streamlined organization and an unrivaled IT system. This management system, which includes OMS (order management system), WMS (warehouse management system) and TMS (transport management system) modules, ensures record-time distribution of products for e-commerce key accounts throughout North America. Acquiring Jagged Peak has given ID Logistics a foothold in the USA, a new source of growth through acquisitions and organic growth.

In line with this strategy of targeted development through acquisitions, ID Logistics carried out the following operations in late 2021 and early 2022:

Acquisition of GVT, Benelux (December 2021). GVT manages 12 sites, employs over 750 people, leases 200,000 sqm of warehouse space and has a fleet of 285 trucks in the Netherlands and Belgium. The company generates annual revenues of around €100 million. It has strategic locations close to major ports and airports and benefits from easy access by water, rail and road in order to serve mainly international blue-chip electronics and non-food distribution companies. This acquisition allows ID Logistics to consolidate its presence in Northern Europe and broaden its customer portfolio.

Acquisition of Colisweb, France (January 2022). Founded in 2013, Colisweb offers a unique multi-channel software solution to organize last-mile delivery by appointment on D or D+1, in 2-hour time slots, for shipments of up to 1,800 kg with the possibility of assembly, commissioning or collection of packaging and used equipment. Through its network of 1,500 delivery partners, Colisweb serves all French regions and has attracted a varied portfolio of customers, particularly in the DIY, furniture and decoration sectors. Colisweb posted revenues of around €30 million in 2021 for nearly 750,000 packages delivered. This acquisition allows ID Logistics to offer its many customers in the French DIY and home furnishing sectors an integrated response to the last mile problem.

Acquisition of 100% of US-based Kane Logistics group (March 2022). Kane Logistics is a leading US contract logistics provider working mainly with reputed manufacturers in the consumer goods, food, beverage and specialist retail sectors. Kane Logistics posted 20% annual revenue growth from 2019 to reach $235 million in 2021 and operates 20 hubs nationwide (including Pennsylvania, Georgia, Ohio, Illinois and California) representing 725,000 sqm. Two years after its first steps in the United States with the takeover of Nespresso’s logistics operations, this acquisition has enabled ID Logistics to develop commercial synergies and pursue strong growth in a region with high potential for the Group’s activities.

In 2023, ID Logistics continued this strategy with the acquisition of Spedimex (Poland), a company boasting extensive expertise and a strong reputation in the fashion sector. Spedimex has developed an asset-light model and operates 15 sites across the country spanning a total area of 230,000 sqm. The company has implemented sophisticated automation and technology solutions capable of managing large complex flows, such as e-commerce and store returns covering over 15 European countries for a single customer. The complementary nature of Spedimex and ID Logistics’ customer portfolios and technical expertise should also enable them to develop commercial synergies, particularly for international market-leading customers. Lastly, in line with the post-COVID industrial relocation trend, ID Logistics has strengthened its position in a booming market that is already playing a central role in the current reorganization of supply chains in Europe. The Spedimex acquisition has put ID Logistics in a leading position in the Polish market, backed by 35 sites, 7,000 employees and a prestigious customer portfolio of manufacturers, distributors and e-commerce companies.

1.7Environmental issues

The Group’s operations do not represent any material risk for the environment: as of the Universal Registration Document date, the Group stores and handles a certain amount of materials regarded as toxic under Seveso or equivalent regulations (aerosols, car batteries, paint, etc.) and provides the corresponding road transport services. These activities and services are of limited scope compared to the rest of the Group’s activities and the Group considers that it is not significantly exposed to environmental risks. The Group also maintains an active policy of sustainable development, as described in section 5 “Sustainability Report” of the Universal Registration Document.

Fewer than 10% of the facilities operated by the Group worldwide are located in areas exposed to natural risks such as earthquakes (e.g. Taiwan or USA West Coast) or cyclones (e.g. Réunion Island or South-East USA). These facilities comply with standards and regulations aimed at limiting the potential impact of these phenomena on their activity. In the regions concerned, the Group has organized its operations in such a way that movements can be reallocated between the various warehouses managed. Lastly, the Group pursues an asset-light approach and does not own the real estate assets it operates.

In this respect, outside the scope of the usual regulations relating to environmental and safety standards, there is no environmental issue that could significantly influence the use of the Group’s property, plant and equipment.

1.8Organization charts

1.8.1Legal organization chart


As stated in section 3.1.1 “Capital stock”, ownership of the Company breaks down as follows as of December 31, 2024:

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Treasury stock held by the Company under the liquidity contract is included under “Public”. As of December 31, 2024 treasury shares represented 0.13% of the capital stock.

The diagram below shows the simplified organization chart with the main Group companies as of December 31, 2024:

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The Company is a holding company which has no business operations. It centralizes some of the Group’s central services. The business operations are carried out by the subsidiaries (see section 1.8.2 “Presentation of the Group’s main companies”).

As of December 31, 2024, the Company held direct and indirect equity investments in 132 companies, 61 of which are located within mainland France. This chapter only covers the Group’s main subsidiaries.

The Group companies’ business is described in chapter 1, “Business Overview”.

The duties carried out in the subsidiaries by the Company’s officers and directors are described in section 3.1, “Board of Directors’ corporate governance report”.

The Group’s operational structure and the main centralized services are described in section 1.8.3, “Operational organization chart”.

The breakdown of the Group’s workforce is presented in section 5 “Sustainability report”.

The companies included in the Group’s 2024 consolidated financial statements are listed in Note 30 to the Company’s consolidated financial statements appearing in section 4.8 “Annual historic financial information”.

As of December 31, 2024, the relative weighting of subsidiaries grouped by region is as follows:

(€m except for headcount)

France

International

Total

Revenues

868.0

2,403.0

3,271.0

Underlying EBITDA

126.6

386.9

513.5

EBIT before amortization of acquired customer relations

36.4

111.4

147.8

Net cash flow from operating activities

102.4

379.3

481.7

Operating investments

33.4

63.5

96.9

Fixed assets

351.6

1,481.1

1,832.7

Headcount

8,780

22,761

31,541

1.8.2Presentation of the main Group companies

As of December 31, 2024, the main Group companies are:

CEPL Barcelona (Spain)

CEPL Barcelona is a company incorporated under Spanish law that operates a site for a cosmetics customer. The company had 164 employees as of December 31, 2024.

Colisweb (France)

Colisweb is a company incorporated under French law created in 2013 and acquired by the Group in January 2022. Colisweb offers software solutions for organizing and optimizing last mile delivery. It does not operate any facilities as such and employed 60 people as of December 31, 2024.

Logistics IDL España Group (Spain)

Logistics IDL España Group is a company incorporated under Spanish law whose head office is in Madrid. Created in 2006, it operates eight sites for major retailers and the textile industry. Most of its sites are managed with the help of mechanical systems. As of December 31, 2024, Logistics IDL España Group had 984 direct employees.

ID Freight Netherlands (Netherlands)

ID Freight Netherlands (formerly GVT Transport & Logistics) is a company incorporated under Dutch law whose head office is in Tilburg. Acquired by the ID Logistics group in December 2021, the company manages 13 sites and had 685 employees as of December 31, 2024.

ID Freight Management (Netherlands)

ID Freight Management is a company incorporated under Dutch law that manages three transport sites in the Netherlands and Belgium and has no direct employees.

ID Logistics Benelux (Netherlands)

ID Logistics Benelux (formerly CEPL Tilburg) is a company incorporated under Dutch law whose head office is in Tilburg. It is an indirect subsidiary of CFL, acquired in 2013. ID Logistics Benelux operates eight sites and had 246 direct employees as of December 31, 2024.

ID Logistics Bucharest (Romania)

ID Logistics Bucharest is a company incorporated under Romanian law and created in 2018. It operates ten sites and had 711 employees as of December 31, 2024.

ID Logistics Distribution (Poland)

ID Logistics Distribution (formerly Spedimex) is a company incorporated under Polish law whose head office is in Strykow, Poland. Acquired by the ID Logistics group in May 2023, It operates 15 sites and had 761 employees as of December 31, 2024.

ID Logistics do Brasil (Brazil)

ID Logistics do Brasil is a company incorporated under Brazilian law whose head office is in São Paulo. Created in 2002, it manages approximately 44 sites for a varied portfolio of customers and provides a diversified range of services for major retailers, e-commerce, consumer goods and manufacturers. As of December 31, 2024, ID Logistics do Brasil had 5,435 direct employees.

ID Logistics France (France)

ID Logistics France is a French simplified joint stock company (société par actions simplifiée) registered on December 1, 2000 with the Avignon Trade and Companies Registry under the name “La Flèche Logistique”. It was given its current name on February 11, 2002 within the framework of the spin-off of the logistics business of ID Projets (formerly La Flèche Cavaillonnaise) into a new company whose shares were transferred to ID Logistics in December 2001. Today, it is the Group’s main operating subsidiary and had 5,397 direct employees as of December 31, 2024.

ID Logistics GmbH (Germany)

ID Logistics GmbH is a company incorporated under German law whose head office is in Weilbach. It operates one site and had 363 direct employees as of December 31, 2024.

ID Logistics Iberia (Spain)

ID Logistics Iberia (formerly Logiters Logística) is a company incorporated under Spanish law and based in Madrid. Purchased by the Group in 2016, it operates around 50 sites throughout the region for retail, consumer goods, healthcare and automotive customers. As of December 31, 2024, ID Logistics Iberia had 2,338 employees. Following the acquisition, it houses the head office and all administrative activities for Spain.

ID Logistics Italy (Italy)

ID Logistics Italy is a company incorporated under Italian law whose head office is in Milan. Founded in 2022, it operates three sites and had 311 direct employees as of December 31, 2024.

ID Logistics Kaiserslautern (Germany)

ID Logistics Kaiserslautern is a company incorporated under German law and created in 2020. It operates one e-commerce site and had 179 direct employees as of December 31, 2024.

ID Logistics Kleinostheim (Germany)

ID Logistics Kleinostheim is a company incorporated under German law and created in 2020. It operates one e-commerce site and had 138 direct employees as of December 31, 2024.

ID Logistics Ltd (UK)

ID Logistics Ltd is a company incorporated under the laws of England and Wales and created in 2023. It operates one site for a leading fashion customer and had 327 direct employees as of December 31, 2024.

ID Logistics Polska (Poland)

ID Logistics Polska is a company incorporated under Polish law whose head office is in Katowice. Created in 2008, it manages food and non-food warehouses for major retailers and their suppliers. As of December 31, 2024, ID Logistics Polska had 2,094 direct employees.

ID Logistics Selective (France)

ID Logistics Selective is a company incorporated under French law and created in 2012. It operates one e-commerce site and had 258 direct employees as of December 31, 2024.

ID Logistics Selective 3 (France)

ID Logistics Selective 3 is a company incorporated under French law specializing in last-mile delivery services, primarily for e-commerce customers. The company had 538 employees as of December 31, 2024.

ID Logistics Taiwan (Taiwan)

ID Logistics Taiwan is a company incorporated under Taiwanese law whose head office is in Lujhu. It was created in 2001, and was the Group’s first foreign subsidiary. It is jointly owned by its co-founder and current General Manager (who has a 40% shareholding). ID Logistics Taiwan manages food and non-food warehouses for major retailers, mainly in the form of cross-docking. It had 234 direct employees as of December 31, 2024.

ID Logistics US, Inc. (USA)

ID Logistics US, Inc. is a company incorporated under US law based in Tampa. It operates 6 sites throughout the USA serving e-commerce customers. The company had 264 employees as of December 31, 2024.

ID Logistics Warehousing (USA)

ID Logistics Warehousing (formerly Kane Warehousing) is a company incorporated under US law that was part of the Kane Logistics group acquired by the Group in March 2022. It operates 20 logistics sites for a variety of customers in the consumer goods and distribution sectors. The company had 2,759 employees as of December 31, 2024.

ID Supply Chain (Argentina)

ID Supply Chain is a company incorporated under Argentinian law whose head office is in Buenos Aires. Created in 2008, it is held jointly by its co-founder and current General Manager, who holds a 40% equity stake. It manages food and non-food warehouses for major retailers. As of December 31, 2024, ID Supply Chain had 667 direct employees.

La Flèche (France)

La Flèche is a société par actions simplifiée (simplified joint stock company) created in 2007 when the Group acquired ID Projets (formerly La Flèche Cavaillonnaise), whose business it operates pursuant to a lease management agreement. It operates three sites in France and had 185 direct employees as of December 31, 2024.

Logiters Logística Portugal (Portugal)

Logiters Logística Portugal is a company incorporated under Portuguese law, based in Azambuja. It is wholly-owned by ID Logistics Iberia. It operates five sites for consumer goods and healthcare customers. As of December 31, 2024, Logiters Logística Portugal had 316 employees.

1.8.3Operational organization chart

As of the Universal Registration Document date, the Group operational organization chart was as follows:

image

All Group senior managers have extensive experience in their respective fields.

1.9Research and development

As stated in section 1.5, “ID Logistics market positioning”, since its inception the Group has placed a strong emphasis on technological innovation, enabling it to offer its customers solutions that combine quality of service with productivity, while ensuring more ergonomic working conditions for its staff.

This innovation culture is supported by the Group’s R&D department, staffed by forty technicians around the world, who add a new technological perspective to each commercial offer or reengineering request.

Nevertheless, the Group’s R&D expenditure does not entitle it to a material tax credit. The Group cannot capitalize its R&D expenses; they are posted to expenses as and when incurred. The annual amount of R&D costs recorded as expenses by the Company is not material.

2

Risk factors

Investors are invited to take into consideration all the information contained in the Universal Registration Document, including the risk factors described in this chapter, before deciding to subscribe for or purchase shares in the Company. The Company has reviewed the risks that could have a material adverse impact on the Group, its business activity, financial position, earnings, outlook, image or ability to meet its objectives. The risks deemed material and specific to the Company as of the Universal Registration Document date are presented below.

However, investors’ attention is drawn to the fact that the list of risks and contingencies described below is not exhaustive. Other known or unknown risks which, as of the Universal Registration Document date, are not considered likely to have a material adverse effect on the Group, its business activity, financial position, earnings, image or outlook may exist or become major factors that could have a material adverse effect on the Group, its business activity, financial position, earnings, growth, image or outlook.

2.1Risk mapping and assessment

Risks impacting the ID Logistics Group are assessed on a “net risk” basis, i.e. including the impact of risk management measures, depending on probability of occurrence and their impact in terms of finance, image, etc. They are classified on four levels:

Occurrence scale: low, medium, high, significant.

Impact scale: low, medium, high, significant.

The risks assessed according to these levels are classified by category and are presented in each category in no particular order of priority. Within each risk category, the risk factors that the Company considers most significant at the Universal Registration Document date are listed first. Any new circumstances within or outside the Group could therefore alter this order of importance in the future.

image

Risk

Section

Strategic and operational risks

A. Risks related to organic growth

2.2.1

B. Risk of non-renewal of contracts

2.2.2

C. Risks related to mergers and acquisitions

2.2.3

D. Risks related to cybercrime

2.2.4

E. Risks related to supplier dependence

2.2.5

F. Risks related to HR management

2.2.6

G. Pandemic risks

2.2.7

H. Risks related to staff safety

2.2.8

I. Risks of technical failure

2.2.9

J. Risks related to industrial relations

2.2.10

K. Risks of destruction of site or inventory

2.2.11

L. Risks related to international exposure

2.2.12

Financial risks

M. Customer credit risk

2.3.1

N. Exchange rate and interest rate risk

2.3.2

Legal and regulatory risks

O. Risk related to a major dispute

2.4.1

P. Fraud risk

2.4.2

Q. Ethical and non-compliance risks

2.4.3

2.2Strategic and operational risks

2.2.1Risks related to organic growth

The Group’s business has grown rapidly since its foundation, mainly through organic growth driven by:

a price effect related to the contractual indexation of prices under existing contracts, generally based on the inflation rate;

a volume effect related to optimizing the volume of goods handled by existing warehouses, although the Group’s dedicated customer-specific logistics policy means that maximum site capacity is quickly reached by the customer and the volume effect is therefore limited;

the launch of new sites after winning calls for tender initiated by customers;

increased market share across new segments and services;

the establishment of operations in new regions.

While the Group has acquired considerable experience in starting up new contracts, this type of growth may involve major costs during the launch phase, related to the start of operations on a new site or the takeover of staff, equipment and information systems on existing sites. This is generally the case during the first 24 months of operation, this being the length of time required to reach maturity in terms of productivity. The first 12-18 months of this period are generally loss-making.

The Group is also growing internationally, mainly by supporting its existing customers as part of their own international growth. Besides the costs of launching the first site in a new country (see above), establishing operations in a new country requires setting up a local administrative structure and management team to manage operations in the country. Under these conditions, establishment in a new country involves overheads that cannot be covered by operations. In addition, subsequent contracts with new customers can entail costs that weigh heavily on the subsidiary’s financial results until critical mass is achieved. Finally, throughout this growth period the Group remains locally dependent on a limited number of contracts. The loss of a major contract in a given country could pose a threat to the Group’s operations in that country.

New site launches over the past five years:

2020

2021

2022

2023

2024

Number of new sites

18

22

16

22

26

An acceleration in organic growth or new site launches, or the Group’s inability to manage its organic growth, or unexpected difficulties encountered during its expansion could have an adverse impact on its business activity, earnings, financial position, growth, image and outlook.

2.2.2Risk of non-renewal or early termination of customer contracts

Logistics service contracts are entered into with customers for a fixed term at the end of which they are submitted for renewal via a call for tenders procedure. Generally speaking, the first contract is entered into for a term of
5-6 years, then renewed for subsequent 3-year terms. Over 90% of contracts are renewed. Given these various cycles, the average residual term of customer contracts outstanding is currently around 4 years, while 20-25% of revenues are renewed every year.

Furthermore, customers have the right to terminate contracts early in the event of repeated and serious non-compliance with contractual quality indicators.

To limit the risks, the Group prioritizes the leasing of warehouses and handling and computer equipment for its logistics contracts, subject to lease terms and termination conditions identical to those of the customer contract. If it is not possible to lease specific equipment and the Group incurs capital expenditure costs, these costs are included in the price of services invoiced to the relevant customer during the contract term.

When the contract ends, particularly in the event of early termination by the customer, the Group may incur rental and maintenance costs for space that is no longer used, along with costs for operating staff dismissals if they are not taken on by the new operator or the Group cannot reassign them to other operations.

The occurrence of these risks would have an adverse impact on the Group’s financial position, earnings, growth, image and outlook.

2.2.3Risks related to mergers and acquisitions

Knowledge of the customer’s business sector and products plays a key role in winning calls for tenders for logistics services. Visits to sites operated by ID Logistics in a prospective customer’s business sector may help convince the prospect of the Group’s ability to manage its logistics operations. Without such knowledge and a specific customer portfolio, the chances of winning a call for tenders would be more limited.

Acquisitions aimed at acquiring important sector customers are therefore essential in order to support organic growth and expansion into new sectors. Accordingly, around 35% of Group revenues in 2024 came from acquisitions completed over the last ten years (CEPL, Logiters, Jagged Peak, GVT, Colisweb, Kane Logistics, Spedimex).

However, the Group cannot guarantee its ability to identify, value, acquire and integrate the best acquisition targets. By their very nature, such operations also involve risks related in particular to the valuation of the assets and liabilities acquired, the integration of staff, business activities and technologies (including information systems) and the development of relations with the relevant customers and partners.

The Group’s inability to manage its acquisitions or unexpected difficulties encountered during its expansion could have an adverse impact on its business activity, earnings, financial position, growth and outlook.

2.2.4Risks related to cybercrime

Besides the risk of internal information system failure, the Group is exposed to the growing risk of cybercrime. The potential impacts of cyberattack include theft, loss or leakage of personal, confidential or strategic operating data or partial or total system crashes caused by ransomware.

The Group has engaged a cybersecurity partner to monitor cyberthreats and has carried out penetration tests and audits. It uses automated vulnerability analysis tools.

It has also raised awareness among all Group employees through an IT Charter for users and administrators, awareness-raising campaigns, phishing tests and the definition and roll-out of an information system security policy (ISSP).

Furthermore, the Group has taken out cyber insurance to cover the costs it may incur and/or be ordered to pay in the event of a breach of personal data in its possession, policyholder information systems/data or third-party data.

The Group has implemented a number of measures to comply with data privacy legislation (GDPR), including the formal establishment of a processing register and data privacy policy, along with impact analyses of sensitive areas.

Despite the considerable amounts invested in protecting information systems, the inability to conduct daily operations or the loss or disclosure of sensitive data could disrupt Group operations and have an adverse impact on its financial position, earnings, outlook, image and reputation.

2.2.5Risks related to supplier dependence

The Group may employ external service providers (temporary employment agencies, equipment rental firms, IT subcontractors, automated equipment manufacturers, etc.) in conjunction with its contract logistics and ancillary service activities.

In order to meet its needs, the Group regularly controls the quality of its subcontractors and maintains a large and diversified subcontractor database. As of the Universal Registration Document date, the Group is not dependent on any given external supplier in such a way that this might represent a risk to the smooth functioning of the Group’s operations.

However, specific technical solutions (e.g. automation or warehouse management software) may be offered by a limited number of specialist suppliers. If such suppliers are unable to deliver all or part of their solutions on time, this could lead to project delays or cancellation, which could have an adverse impact on the Group’s financial position, earnings, growth, image and outlook.

Furthermore, the Group’s operations require a considerable number of temporary employees (40% of the headcount at 2024 year-end). These employees are hired through a number of specialized leading employment agencies with which the Group has master agreements, enabling it to procure additional personnel at any given moment in accordance with activity peaks.

The temporary employment agencies are regularly controlled or invited to bid in tender offers organized by the Group. During these controls and tender offers, the Group pays particular attention to the training, safety and security procedures followed by these agencies and to procedures relating to compliance with legislation (Labor Code, immigration law, operating authorizations, approvals, etc.). Temporary staff receive the same training and are subject to the same safety and security rules as permanent ID Logistics staff.

However, the Group cannot rule out the possibility of incorrect application of procedures by the temporary employment agencies it uses, and cannot guarantee that temporary employees will carry out their assignments in a satisfactory manner. The materialization of such risks could have an adverse impact on the Group’s financial position, earnings, growth and outlook.

2.2.6Risks related to HR management

In order to manage and grow the Group’s business activities, qualified technicians and managers must be recruited and retained. The success of the Group’s operations depends in particular on the experience and commitment of the management team and the employees. The Group’s ability to retain its employees, to attract, integrate and retain new high-quality staff and to train and promote promising employees is an important factor.

The Group has implemented an active human resources strategy in France and abroad aimed at identifying, attracting, retaining and updating the skills and competencies required for its operations and growth in a highly competitive environment. The Group has therefore formed partnerships with various schools. It has also adopted succession plans for key employees, annual appraisal schemes, people reviews for a number of executives and employee appraisals for all on-site staff, along with training courses. If the Group lost the services of one or more of its managers or key personnel, the Group considers that most responsibilities held by such individuals could be assumed by other persons, if necessary after a period of adaptation and/or training for the vacant jobs. However, the departure or long-term absence of one or more such persons could have an adverse impact on the Group’s strategy or business activity, on the implementation of new projects required for its growth and, consequently, on the Group’s business activity, financial position, earnings, growth, image and outlook.

2.2.7Pandemic risks

The outbreak of a contagious disease affecting multiple countries worldwide, such as COVID-19 or SARS, could seriously disrupt the Group, its customers and some of its suppliers’ business.

Certain customers’ business could increase sharply in the event of panic buying (food, hygiene, health, e-commerce for example). In this case, the Group may find itself understaffed and unable to increase its workforce, particularly in the event of illness or travel restrictions. Productivity may also decline due to the added complexities of certain processes (disinfection, taking temperatures, social distance, etc.).

Meanwhile, other customers could see a sharp decline in business (e.g. furniture, textiles, automotive), in which case the Group may find itself overstaffed.

The Group may be dependent on specific technology suppliers. Operational difficulties experienced by such suppliers due to a pandemic would increase this risk of dependency.

Nearly 70% of the Group’s business is generated by consumer goods, food retail, hygiene, healthcare and e-commerce, which recorded a significant increase in activity during the COVID-19 crisis and helped offset the slowdown or shutdown of other activities. Temporary staff also account for an average of 34% of its workforce, and the Group is able to transfer staff from one site to another and limit the impacts of major variations in customer volumes. Finally, the Group has a diverse global foothold between France (26% of revenues in 2024), Europe (48%), North America (17%) and the Rest of the World (9%), mainly in South America, which has also helped offset the differing situations in these regions (intensity, time, individual government responses).

However, the outbreak of a pandemic could adversely impact the Group’s business activity, earnings, financial position, growth, image and outlook. The extent of these impacts would depend on the scale and duration of the pandemic, the Group’s ability to share the burden of these impacts with its customers, as well as governmental measures taken in response to such a situation (travel restrictions, overstaffing, regulatory relaxations in case of understaffing, access to liquidity, etc.).

2.2.8Risks related to staff safety

Logistics operations are handling operations which, even if they are considerably supported by mechanical and technological resources, nevertheless remain highly manual. Therefore, there is a risk of physical injury to employees. The Group implements preventive measures and monitors the occurrence of industrial accidents with a view to reducing their frequency and severity. It regularly raises awareness among staff and organizes training on safety, handling and posture.

Despite the measures implemented, a deterioration in Group staff safety conditions could result in higher insurance premiums or social security charges and limit the Group’s attractiveness as an employer. Such a situation would have an adverse impact on the Group’s financial position, earnings, growth, image and outlook.

2.2.9Risks of technical failure

In conjunction with its operations, the Group uses information systems and a certain amount of automated equipment, in particular to manage and safeguard its daily information flows. Such equipment and systems are used for the organization of logistics operations, customer billing, management of operating staff, financial control of operations and communication to customers of the information required for their inventory management.

The Group pays particular attention to the preventive maintenance of automated equipment and the storage of replacement parts and has implemented call-out and repair agreements with third parties. Furthermore, the Group ensures data back-up and rapid data restoration in case of an incident. All emergency and back-up networks are duplicated and managed from two separate cleanrooms outsourced to a leading service provider. Furthermore, the Group has defined continuity and recovery plans.

In order to optimize assets and minimize risks, the management of information systems for most of the overseas subsidiaries is centralized and carried out directly via staff and assets based in France.

Lastly, disaster recovery testing is regularly conducted in order to check that the procedures in place are effective.

Nevertheless, in view of the flow of information managed by the Group, if the equipment and information systems failed or if certain databases were destroyed or damaged for any reason whatsoever, the Group’s operations could be disrupted. As a result, the Group’s financial position, earnings and image could be adversely impacted.

2.2.10Risks related to industrial relations

Despite the care applied by the Group with regard to its industrial relations management, it cannot rule out the possibility of deterioration in industrial relations or disruption in labor. The Group’s business activities could be disrupted by strikes, employee claims and other labor actions.

Business interruptions due to industrial action could impact the Group’s business activity, financial position, operating earnings and image.

2.2.11Risks of destruction of site or inventory

The Group is exposed to the risk of destruction or loss of goods or equipment, particularly due to fire, extreme weather conditions (flood, wind) or natural disaster (earthquake).

The Group installs appropriate fire safety and prevention equipment on its sites, which at a minimum complies with applicable regulations. Group sites are also protected by security personnel and access control systems. In addition, the Group’s organizational structure is sufficiently responsive to enable it to transfer the operations of a disabled site to a new site within a few days. Buildings and equipment leased by ID Logistics, along with goods, are covered by specific insurance policies for damage, third-party liability, etc.

Despite the measures taken, the occurrence of these risks intrinsic to the Group’s logistics business could delay or halt the performance of certain contracts and result in higher insurance premiums or social security charges, which would have an adverse impact on the Group’s financial position, earnings, growth, image and outlook.

2.2.12Risks related to international exposure

Part of the Group’s international operations are carried out in fast-growing countries, where the Group is primarily exposed to the following risks: GDP volatility, relative economic instability (leading to major fluctuation in inflation, interest rates or exchange rates, for example) and rapid or major changes in local regulations (taxation, exchange controls, foreign investors, etc.). More specifically, regarding risks of exposure to areas of conflict or under embargo, ID Logistics has no operations in Ukraine or Russia.

All of these factors could impact the Group’s financial position, earnings, growth, image and outlook.

2.3Financial risks

2.3.1Credit risk related to customer default

ID Logistics specializes in dedicated as opposed to multi-customer contract logistics: each warehouse is dedicated to a single customer, meaning that the costs of organization, processes, equipment and the entire real estate surface area used are passed on to the customer under a specific logistics service contract per customer and per site.

The Group prioritizes the leasing of warehouses and handling and computer equipment for its logistics contracts, subject to lease terms and termination conditions identical to those of the customer contract. If it is not possible to lease specific equipment and the Group incurs capital expenditure costs, the cost is included in the price of services invoiced to the relevant customer.

In the event of bankruptcy or insolvency of a customer for which the Group has outstanding commitments, the Group may incur rental and maintenance costs for space that is no longer used, exceptional impairment charges on equipment and facilities installed for the customer and the costs of dismissing operating staff.

The occurrence of such risk would have an adverse impact on the Group’s financial position, earnings, growth, image and outlook.

2.3.2Exchange rate and interest rate risk

Exchange rate risk

The Group publishes its consolidated financial statements and carries out most of its operations in euros. The Group’s subsidiaries situated outside the eurozone trade largely in local currency, which limits the Group’s exposure to exchange rate fluctuations.

Assets excluding goodwill net of liabilities excluding shareholders’ equity denominated in non-euro currencies amounted to net assets of €195.7 million as of December 31, 2024 and mainly consisted of net assets of €80.7 million denominated in Polish zloty, €57.3 million in US dollars and €16.6 million in Brazilian reals (see Note 15 to the consolidated financial statements in section 4.8 of the Universal Registration Document).

The Group periodically reappraises its exposure to exchange risk and, as of December 31, 2024, these amounts were not subject to any specific hedging.

As of the Universal Registration Document date, the Group considers that its exposure to exchange rate risk is limited, however cannot rule out the possibility of a major increase in international business or major fluctuations among some currencies heightening its exposure to this risk.

Interest rate risk

As of December 31, 2024, gross borrowings (in the form of bank loans or factoring) stood at €428.5  million and were mainly contracted by French legal entities.

At this date, 86% of the Group’s borrowings before interest rate hedges are subject to floating interest rates. To provide against an adverse movement in interest rates, the Group has adopted a hedging strategy in the form of swaps (between floating and fixed rates) or caps (floating rate caps). After hedges, 67% of the Group’s borrowings as of December 31, 2024 were at floating rates.

As stated under Note 15 to the 2024 Group consolidated financial statements in section 4.8.1 “2024 Group consolidated financial statements”, a 1% average increase in interest rates would result in a €2.9 million increase in interest expense under net financial items. As of the Universal Registration Document date, the Group considers that its exposure to interest rate risk is limited, however cannot rule out the possibility of a major fluctuation in interest rates heightening its exposure to this risk.

2.4Regulatory and legal risks

2.4.1Risk related to a major dispute

During the normal course of its business, the Group is exposed to legal risks in view of its status as an employer, taxpayer, service provider and purchaser of goods and services.

Accordingly, the Group may be involved in administrative, judicial or arbitration proceedings involving material claims or potential penalties imposed on the Group.

Furthermore, provisions recognized in the accounts based on Group estimates of the risk arising from administrative, judicial or arbitration proceedings could insufficiently cover actual expenses following the issue of the final ruling. Irrespective of the merits of such rulings, this situation could have a material impact on the Group’s business activity, financial position, earnings, image or outlook.

2.4.2Fraud risk

ID Logistics is exposed to the risk of fraud of internal (e.g. collusion between employees, theft or misappropriation of goods, false statements, circumvention of limits) or external origin (e.g. usurpation of identity, forgery, misappropriation of bank account details).

To limit the risks of fraud, the Group implements internal control procedures such as setting limits on powers, rules for segregating tasks, counter-appeal procedures, a supplier approval procedure, inventory monitoring and security audits, etc. It regularly raises awareness among staff through email campaigns and training. However, the Group cannot rule out the possibility that an act of fraud could have a material impact on the Group’s business activity, earnings or outlook.

2.4.3Ethical and non-compliance risks

Unethical conduct by Group employees (particularly with regard to human rights violations, health and safety) or a breach of applicable laws and regulations (in terms of corruption or fraud) could expose ID Logistics to criminal and civil sanctions and damage its reputation and share value.

The Group’s Code of Ethics, which applies to all of its employees, enshrines ID Logistics’ commitment to integrity and compliance with applicable legal requirements, and is founded on a “zero tolerance” approach in the matter. In order to fulfill the regulatory requirements and, in particular, the requirements of the French Sapin 2 Act, the Group has implemented an ethics and anti-corruption protocol comprising a number of measures:

risk mapping regarding corruption and influence peddling;

a set of disciplinary sanctions;

a whistleblowing system made available to all employees and third parties to report unethical behavior;

ethics awareness-raising initiatives: target communications, training, e-learning, Purchasing and CSR Charter;

controls, audits and procedures (policy on gifts, donations and sponsorship, supplier approval procedure, etc), supplier assessment including specific measures applicable to sensitive suppliers (ethics clause, audit clause, etc).

Despite this program, the Group cannot guarantee that its employees, suppliers, subcontractors or other business partners will comply with the Group’s code of conduct and ethical standards or with applicable statutory regulations.

3

Governance

3.1Board of Directors’ corporate governance report

Pursuant to Articles L. 225-37 and L. 22-10-10 of the French Commercial Code, your Board of Directors prepared this report on the corporate governance of your Company.

This report was prepared based on information provided by several departments, notably the Group legal affairs and finance departments, and then passed to the Audit Committee for discussion and review before being approved by the Board of Directors on March 12, 2025 and subsequently submitted to the statutory auditors.

3.1.1Capital stock

a) Amount of capital stock

At December 31, 2024, the Company’s capital stock amounted to €3,274,164.00 divided into 6,548,328 fully paid-up shares with a par value of €0.50 each. As of the Universal Registration Document Date, the Company’s capital stock amounted to €3,274,164.00 divided into 6,548,328 fully paid-up shares with a par value of €0.50 each.

b) Change in capital over the last 5 years

Date

Nature of transactions

Capital stock (€)

Issue premium (€)*

Number of shares created

Par value (€)

Company’s capital stock (€)

2020

Capital increase by bonus share allotment

2,063.00

-

4,126

0.50

2,824,713.50

2021

Capital increase by bonus share allotment

12,180.50

-

24,361

0.50

2,836,894.00

2022

Capital increase by bonus share allotment

6,185.50

-

12,371

0.50

2,843,079.50

2023

Reserved capital increase as consideration for the contribution of 5.0% of Ficopar by Immod to the Company

147,710.00

83,284,806.40

295,420

0.50

2,990,789.50

2023

Reserved capital increase as consideration for the contribution of 70% of Spedimex by the Company (the balance being paid in cash)

95,874.50

53,833,531.75

191,749

0.50

3,086,664.00

2024

Capital increase by way of issue of new shares without shareholder preferential subscription rights via an accelerated bookbuilding process

187,500.00

134,812,500.00

375,000

0.50

3,274,164.00

* The issue premiums above are stated at gross value, whereas their values net of capital increase costs are recognized in the financial statements.

c) Securities not giving entitlement to equity

None.

d) Changes in shareholders

The breakdown of the Company’s capital and theoretical and exercisable voting rights over the last three fiscal years has been as follows:

12/31/2022

12/31/2023

12/31/2024

Number of shares

Number of voting rights

Number of shares

Number of voting rights

Number of shares

Number of voting rights

Immod (1)

1,680,711

3,346,157

1,978,289

3,643,735

2,004,539

3,669,985

Eric Hémar

1,296,460

2,592,920

1,296,460

2,592,920

1,296,460

2,592,920

Libertad (1)

177,133

354,266

154,819

309,638

137,133

274,266

Christophe Satin

81,029

159,948

81,029

159,948

81,029

159,948

Subtotal held in concert

3,235,333

6,453,291

3,510,597

6,706,241

3,519,161

6,697,119

Others (2)

174,431

331,306

172,316

325,872

179,000

319,072

Public float

2,259,252

2,259,252

2,468,096

2,468,096

2,841,398

2,841,398

Treasury shares

17,143

17,143

22,319

22,319

8,769

8,769

Total

5,686,159

9,060,992

6,173,328

9,522,528

6,548,328

9,866,358

12/31/2022

12/31/2023

12/31/2024

% capital

% theoretical voting rights

% exercisable voting rights

% capital

% theoretical voting rights

% exercisable voting rights

% capital

% theoretical voting rights

% exercisable voting rights

Immod (1)

29.56%

36.93%

37.00%

32.05%

38.26%

38.35%

30.61%

37.20%

37.23%

Eric Hémar

22.80%

28.62%

28.67%

21.00%

27.23%

27.29%

19.80%

26.28%

26.30%

Libertad (1)

3.12%

3.91%

3.92%

2.51%

3.25%

3.26%

2.09%

2.78%

2.78%

Christophe Satin

1.43%

1.77%

1.77%

1.31%

1.68%

1.68%

1.24%

1.62%

1.62%

Subtotal held in concert

56.90%

71.22%

71.36%

56.87%

70.43%

70.59%

53.74%

67.88%

67.94%

Others (2)

3.07%

3.66%

3.66%

2.79%

3.42%

3.43%

2.73%

3.23%

3.24%

Public float

39.73%

24.93%

24.98%

39.98%

25.92%

25.98%

43.39%

28.80%

28.82%

Treasury shares

0.30%

0.19%

-

0.36%

0.23%

-

0.13%

0.09%

-

Total

100%

100%

100%

100%

100%

100%

100%

100%

100%

(1) As of December 31, 2024, 100% of Immod’s capital stock was indirectly held by Mr. Eric Hémar, via Comète SARL (the latter acting as lead holding company). Libertad SARL is owned 90% by Mr. Christophe Satin and 10% by his wife.

(2) The “Other” shareholders are registered shareholders and are primarily current or former Group employees, none of whom individually hold more than 2% of the capital stock or voting rights.

In view of the relations between Messrs Hémar and Satin since the Company’s inception, their respective offices and their common status as shareholders of Immod SAS, itself a shareholder in the Company, Messrs Hémar and Satin and Immod SAS have formalized their relationship by signing a shareholder agreement to act in concert (AMF decision
212C053). An initial supplemental agreement was executed on January 19, 2016 whereby Libertad SARL joined the aforementioned shareholder agreement (AMF decision 216C0276) and a second supplemental amendment was executed on March 4, 2022 whereby the term of the agreement was extended to March 7, 2032 (AMF decision 222C0618) (see paragraph h) below for further detail on this agreement).

e) Authorized capital

Current delegations and authorizations granted to the Company with regard to capital increases include:

General meeting date

Delegation expiry date

Cap (nominal value)

Exercise in 2024

Balance at December 31, 2024

Issue of shares and/or securities providing immediate and/or future access to the Company’s capital stock, with continued effectiveness of preferential subscription rights

5/31/2023

7/30/2025*

Shares:

€1,400,000

Debt securities:

€250,000,000

**

None

Shares:

€1,400,000

Debt securities:

€250,000,000

Issue without preferential subscription rights, by a public offering, excluding the offers referred to in Article L. 411-2 (1) of the French Monetary and Financial Code, of shares and/or securities providing immediate and/or future access to the Company’s capital stock and option to confer a priority right

5/31/2023

7/30/2025*

Shares:

€1,400,000

Debt securities:

€250,000,000

**

375,000 shares

Shares:

€1,212,500

Debt securities:

€250,000,000

Issue without preferential subscription rights, by an offering referred to in Article L. 411-2 (1) of the French Monetary and Financial Code, of shares and/or securities providing immediate and/or future access to the Company’s capital stock, capped at 20% of capital stock per year

5/31/2023

7/30/2025*

Shares:

€1,400,000 and capped at 20% of capital stock per annum

Debt securities:

€250,000,000

**

None

Shares:

€1,400,000 and capped at 20% of capital stock per annum

Debt securities:

€250,000,000

Authorization to set the issue price within the limit of 10% of the capital per annum

5/31/2023

7/30/2025*

Capped at 10% of capital stock per annum

None

Capped at 10% of capital stock per annum

Authorization to increase the total value of issues in the event of excess demand (delegation with preferential subscription rights and cancellation of preferential subscription rights via a public offering, delegation under the price derogation rule within the 10% limit)

5/31/2023

7/30/2025*

Capped at 15% of the initial issue amount

None

Capped at 15% of the initial issue amount

Issue of shares and/or securities providing immediate and/or future access to the Company’s capital stock, with cancellation of preferential subscription rights, to a specific category of beneficiaries

5/30/2024

11/29/2025*

Shares:

€1,400,000

Debt securities:

€250,000,000

**

None

Shares:

€1,400,000

Debt securities:

€250,000,000

Authorization to increase the total value of issues in the event of surplus demand (capital increase with cancellation of preferential subscription rights in favor of a category of beneficiaries)

5/30/2024

11/29/2025*

Capped at 15% of the initial issue amount

None

Capped at 15% of the initial issue amount

Capital increase by way of issue of shares and/or securities providing immediate and/or future access to the Company’s capital stock without preferential subscription rights, as consideration for contributions in kind of capital securities or securities providing access to the capital stock

5/31/2023

7/30/2025*

- Shares: Capped at 10% of capital stock per annum

- Securities representing debt or equivalent securities: €283,052

**

None

Capped at 10% of capital stock per annum

Capital increase by capitalization of reserves, profits or additional paid-in capital

5/31/2023

7/30/2025*

€1,400,000

**

None

€1,400,000

Capital increase by way of issue of shares for subscribers to a corporate savings plan implemented pursuant to Articles L. 3332-18 to L. 3332-24 et seq. of the French Labor Code, without preferential subscription rights, in favor of such subscribers

5/30/2024

07/29/2026*

Capped at 3% of post-issue capital stock as of the Board of Directors’ decision to perform this increase

**

None

Capped at 3% of post-issue capital stock as of the Board of Directors’ decision to perform this increase

Power to issue equity warrants

5/30/2024

11/29/2025*

€290,000 nominal value

**

None

€290,000 nominal value

Authorization to be given to the Board of Directors to grant Company stock options in favor of Group employees and corporate officers

5/31/2023

7/30/2026

10% of capital stock as of their allotment by the general meeting

None

617,363 shares

Authorization to be given to the Board of Directors to grant new or existing bonus shares to Group employees and corporate officers

5/31/2023

7/30/2026

10% of the capital stock existing on the date such grant is decided by the Board of Directors

21,455 shares granted

503,745 shares

* It will be recommended to the June 3, 2025 annual general meeting that these authorizations be renewed (see chapter 7 of this Universal Registration Document).

** Independent caps

f) Potential capital

Shares resulting from exercise of equity warrants

Immod, which held 30.61% of the Company’s capital at December 31, 2024, holds 155,520 shares with equity warrants representing at that date a 5.04% maximum potential dilution of post-dilution capital (a shareholder holding 1.00% of the capital stock before exercise of the equity warrants would hold 0.95% thereafter), the main terms of which are:

General meeting date

10/13/2008

Board of Directors meeting date

October 13, 2008, modified on June 21, 2010

Total number of warrants issued

155,520

Maximum number of shares that may be subscribed by Immod

311,040

Earliest exercise date

10/13/2008

Expiry date

Not set

Exercise price

€4.50

Terms of exercise

1 equity warrant = 2 shares

Number of shares subscribed as of the Universal Registration Document Date

None

Number of canceled or lapsed warrants to date

None

Number of shares potentially subscribed as of the Universal Registration Document Date

311,040

Warrants outstanding as of the Universal Registration Document Date

155,520

Bonus shares

The following allotments decided by the Company’s Board of Directors in exercise of the authorizations successively granted to it by the general meeting are still outstanding as of December 31, 2024:

Plan
5-5

Plan
5-5 b

Plan
2023-G

Plan
2023-S

Plans
2023 P & T

Plan
2024-G

Plan
2024-S

General meeting date

5/31/2022

5/31/2022

5/31/2022

5/31/2023

5/31/2023

5/31/2023

5/31/2023

Board of Directors meeting date

5/31/2022

8/30/2022

3/15/2023

8/30/2023

8/30/2023

3/13/2024

8/28/2024

Total number of bonus shares granted

16,600

266

3,135

20,128

68,900

4,826

16,629

Total number of shares that may be subscribed by corporate officers

-

-

-

-

13,000

-

-

Vesting date

5/31/2025 (3)

5/31/2025 (3)

(1) (2)

8/30/2026 (3)

8/30/2028 (4)

(1) (5)

8/29/2027 (3)

End of lock-in period

n/a

n/a

(2)

n/a

n/a

(5)

n/a

Number of shares fully vested as of the Universal Registration Document Date

-

-

2,090

-

-

-

-

Total number of lapsed or canceled shares as of the Universal Registration Document Date

308

-

-

133

-

-

-

Bonus shares granted and outstanding as of the Universal Registration Document Date

16,292

266

1,045

19,995

68,900

4,826

16,629

(1) Bonus shares granted under ‘G’ plans shall vest subject to the continued employment of the beneficiaries.

(2) The shares granted break down into two tranches, Tranche A and Tranche B, where the number of shares granted under Tranche B is equal to 50% of the number of shares granted under Tranche A. The vesting periods are one year for Tranche A, i.e. until March 15, 2024, and two years for Tranche B, i.e. until March 15, 2025. The lock-in period for Tranche A is one year, i.e. until March 15, 2025. There is no lock-in period for Tranche B.

(3) Bonus shares vest subject to the continued employment of the beneficiaries and the fulfillment of performance criteria related to EBIT, consolidated net income and share price.

(4) Bonus shares vest subject to the continued employment of the beneficiaries and the fulfillment of performance criteria related to revenues and EBIT. The shares granted break down into four tranches according to the performance years and criteria, all with the same vesting date on August 31, 2028.

(5) The shares granted break down into two tranches, Tranche A and Tranche B, where the number of shares granted under Tranche B is equal to 50% of the number of shares granted under Tranche A. The vesting periods are one year for Tranche A, i.e. until March 13, 2025, and two years for Tranche B, i.e. until March 13, 2026. The lock-in period for Tranche A is one year, i.e. until March 13, 2026. There is no lock-in period for Tranche B.

Accordingly, the maximum potential dilution is as follows:

Board meeting date

Type of instrument

Total initial number

Total outstanding at 3/31/2025

Potential dilution (1)

10/13/2008

Equity warrants (BSA)(2)

155,520

155,520

4.75%

5/31/2022

Bonus shares

16,600

16,292

0.25%

8/30/2022

Bonus shares

948

266

0.00%

8/30/2023

Bonus shares

20,128

19,995

0.31%

8/30/2023

Bonus shares

68,900

68,900

1.05%

3/13/2024

Bonus shares

4,826

1,696

0.03%

8/28/2024

Bonus shares

16,629

16,629

0.25%

(1) Maximum potential equity dilution of post-dilution capital

(2) Note that exercise of the equity warrants (“BSA”) may result in the creation of a maximum of 311,040 shares.

g) Breakdown of voting rights

The Company’s capital stock and voting rights as of March 31, 2025 are detailed in the following table:

Shareholders

Number of shares

Number of voting rights

% capital stock

% theoretical voting rights

% exercisable voting rights

Immod (1)

2,004,539

3,669,985

30.61%

37.30%

37.35%

Eric Hémar (1)

1,296,460

2,592,920

19.80%

26.35%

26.39%

Libertad (1)

104,527

209054

1.60%

2.12%

2.13%

Christophe Satin (1)

81,029

159,948

1.24%

1.63%

1.63%

Subtotal held in concert

3,486,555

6,631,907

53.24%

67.40%

67.49%

Others (2)

181,410

327,203

2.77%

3.33%

3.33%

Public float

2,867,770

2,867,770

43.79%

29.15%

29.18%

Treasury shares

12593

12,593

0.19%

0.13%

0%

Total

6,548,328

9,839,473

100%

100%

100%

(1) As of March 31, 2025, 100% of Immod SAS’s capital stock was indirectly held by Mr. Eric Hémar and his wife and children, via the company Comète (the latter acting as lead holding company). Libertad SARL is owned 90% by Mr. Christophe Satin and 10% by his wife.

(2) The “Other” shareholders are registered shareholders and are primarily current or former Group employees, none of whom individually hold more than 2% of the capital stock or voting rights.

The Company is not aware of any other shareholder who, directly or indirectly, acting alone or in concert, holds over 5% of the capital or voting rights.

To the Company’s knowledge, as of the Universal Registration Document Date there has been no significant change in the breakdown of the Company’s capital since March 31, 2025.

Following the decision of the June 21, 2010 general meeting, a double voting right is conferred upon shares which have been registered in the name of the same shareholder for at least four years (Article 25 of the Company bylaws). This principle explains any differences between the equity interest percentage and the voting rights percentage in the above table. The difference between the theoretical and actual voting rights percentages arises from treasury shares.

h) Control of the Company

As of December 31, 2024, Eric Hémar held:

19.80% of the Company’s capital stock and 26.30% of the exercisable voting rights directly,

30.61% of the Company’s capital stock and 37.23% of the exercisable voting rights indirectly via Immod, in which he holds 100% of the capital via Comète (the latter acting as lead holding company).

Eric Hémar therefore directly and indirectly holds 50.41% of the capital and 63.53% of the exercisable voting rights (excluding treasury stock) and, acting in concert with Christophe Satin and Libertad, 53.74% of the capital and 67.94% of the exercisable voting rights.

The Company is controlled as stated above. Steps taken to ensure that control is not abused include the presence of four independent directors and one independent advisor on the Board of Directors.

Moreover, in view of the relations existing between Messrs Hémar and Satin since the Company’s incorporation and their respective offices, Messrs Hémar and Satin and Immod have formalized their relationship by signing a shareholder agreement that represents an action in concert.

The main clauses of the shareholder agreement stipulate that the parties shall cooperate as follows: the parties undertake to cooperate prior to any decision justifying a common position or materially impacting the number or percentage of voting rights they hold in the Company.

The parties meet: (i) prior to all Company ordinary and extraordinary shareholders’ meetings, (ii) in the event of a declaration from a third party acting alone or in concert that such third party has crossed the 2% threshold of the Company’s capital and voting rights, (iii) in the event of a public tender offer from a third party for the capital stock of ID Logistics Group SA, and (iv) in the event of an issue of stock or any other securities enabling holders immediately or in the future to acquire an equity interest in ID Logistics Group SA.

This shareholder agreement was signed for an initial 10-year term with effect from March 7, 2012 and will terminate early vis-à-vis: (i) any party who ceases to carry out his duties in the Company or in a company controlled by the Company, (ii) any party who no longer holds ID Logistics Group stock, (iii) all parties as of the date when the parties, separately or together, no longer hold at least 30% of the Company’s capital or voting rights and (iv) all parties, should all parties mutually agree to terminate the shareholder agreement early (AMF decision 212C0523).

A supplemental agreement was executed on January 19, 2016 whereby Libertad SARL adhered to the aforementioned shareholder agreement (AMF decision 216C0276).

A second supplemental agreement was executed between the parties whereby the term of the shareholder agreement was extended by ten years in relation to the initial term, i.e. until March 7, 2032. This supplemental agreement entails no novation or modification of the agreement other than with regard to its term (AMF decision 222C0618).

i) Crossing of statutory thresholds

In the last three fiscal years, the following statutory threshold crossings have been declared:

In a letter received May 12, 2023, Immod declared its intention to individually cross the threshold of 30% of the capital of ID Logistics Group via two simultaneous transactions to be carried out on May 31, 2023: (a) the contribution to ID Logistics Group of the 5.0% stake held by Immod in the intermediate sub-holding company Ficopar, which holds all of the Group’s operating activities, in consideration for shares received by Immod; (b) the acquisition by ID Logistics Group of Spedimex in Poland, for which 70% of the consideration was paid in ID Logistics Group shares. Following these two simultaneous transactions, Immod held 32.01% of the capital of ID Logistics Group and 38.22% of the exercisable voting rights (AMF decision 223C0795 of May 30, 2023).

In addition, considering that ID Logistics Group was already majority controlled by Mr. Éric Hémar (directly and indirectly through Immod) and by the concert formed with Mr. Christophe Satin, and, furthermore, noting that the balance of the majority concert would not be changed, the AMF granted Immod an exemption from the requirement to file a public tender offer for ID Logistics Group shares on the regulatory basis invoked by Immod, namely Article 234-9, 6) of the AMF General Regulation (“holding of the majority of the voting rights of the company by the applicant or by a third party, acting alone or in concert”) (AMF decision 223C0795 of May 30, 2023).

By letter received on September 11, 2024, supplemented by a letter received on September 12, 2024, Mr. Éric Hémar declared that, on September 9, 2024, he had individually fallen below the threshold of 20% of the capital of ID Logistics Group, in connection with the company’s capital increase. Following this transaction, the concert comprising Mr. Éric Hémar and Mr. Christophe Satin did not cross any thresholds and held 53.74% of ID Logistics Group’s capital and 67.88% of the voting rights at September 9, 2024 (AMF decision 224C1597 of September 12, 2024).

j) Agreements or mechanisms that could delay, defer or prevent a change of control

There is no particular clause in the Company’s deed of incorporation, bylaws, any charter or regulations that could result in delaying, deferring or preventing a change in control of the Company.

To the Company’s knowledge, with the exception of the shareholder agreement between Messrs Hémar and Satin, Libertad and Immod, as of the Universal Registration Document Date there are no other agreements or actions in concert between the Company’s shareholders that could result in a change of control over the Company.

k) Statement of pledges

To the Company’s knowledge, as of the Universal Registration Document Date there are no material pledges over the Company’s shares.

l) Dutreil pact

To the Company’s knowledge, there is no Dutreil pact in force at Company level. For information purposes, there is a Dutreil pact in force between Mr. Eric Hémar and his children, covering 97.54% of the capital stock of Comète, which controls 100% of Immod, which holds a 30.61% equity stake in ID Logistics Group.

m) Information on capital stock of any Group member subject to an option or conditional or unconditional agreement providing for an option in respect thereof

As far as the Company is aware, there is no call or put option or undertaking in favor of the Company’s shareholders or granted by them in respect of the Company’s shares.

n) Summary statement of share transactions carried out by Company directors or officers as defined under Article L. 621-18-2 of the French Monetary and Financial Code

In respect of 2024, the following transactions on Company shares were reported by directors or officers:

Director or officer

Immod(1)

Libertad(3)

Position in the Company

Director and Deputy CEO

Director and Deputy CEO

Disposals

Total number of shares sold

-

17,561

Total disposal value (€)

-

5,384,977

Acquisitions

Total number of shares purchased

26,250 (2)

-

Total purchase value (€)

9,450,000 (2)

-

(1) As of March 31, 2025, 100% of Immod SAS’s capital stock was indirectly held by Mr. Eric Hémar and his wife and children, via the company Comète (the latter acting as lead holding company).

(2) Shares acquired through subscription to the capital increase without shareholder preferential subscription rights via an accelerated bookbuilding process dated September 5, 2024

(3) Libertad is controlled by Mr. Christophe Satin.

3.1.2Corporate governance code

The Company applies the Middlenext corporate governance code. This code can be viewed at: www.middlenext.com.

As it does every year, ID Logistics has reviewed the 22 Middlenext Code recommendations and in particular the revisions made in September 2021. This review was commented on during the March 12, 2025 Board of Directors meeting, specifically:

#

Recommendation

Applied

1

Ethics for Board members

Yes(1)

2

Conflicts of interest

Yes(1)

3

Board members: presence of independent directors

Yes

4

Information for Board members

Yes

5

Training of Board members

Yes(2)

6

Organization of Board meetings and committees

Yes

7

Introduction of committees

Yes

8

Establishment of a special CSR Committee

Yes(3)

9

Introduction of the Board Rules of Procedure

Yes(1)

10

Choice of each director

Yes

11

Term of office for Board members

Yes

12

Directors’ remuneration

Yes

13

Introduction of evaluations of the Board’s work

Yes

14

Relationships with “shareholders”

Yes

15

Diversity and equity policy within the Company

Yes

16

Definition and transparency of directors’ remuneration

Yes

17

Preparation of executive officers’ succession

no(4)

18

Combining employment contract and directorship

Yes

19

Severance pay

Yes

20

Supplementary pension scheme

Yes

21

Stock options and bonus shares

Yes

22

Review of points requiring special attention

Yes

(1) The Board of Directors considers that these recommendations are effectively implemented but that they will be reviewed in depth for inclusion in the updated Board of Directors Rules of Procedure, which are currently being prepared. More specifically, with regard to Recommendation R2 on conflicts of interest, the members of the Board of Directors each confirmed at the March 12, 2025 meeting that there were no conflicts of interest concerning them.

(2) With regard to Recommendation R5 on the training of the members of the Board of Directors, ID Logistics recalls that the members are chosen on the basis of their training and high level of experience as recalled in section 3.1.3(c) “Director information”. ID Logistics also recalls that, at least once a year, the Board of Directors holds a full-day meeting at one of the operational sites, together with an organized visit, and addresses in concrete terms the contract logistics business, developments in the market and competitive environment and at least one strategic theme specific to said business. The topics already discussed during these meetings include the impact of new consumption patterns, automation, innovation, new sustainable development issues, development of an employer brand, etc. The members of the Board of Directors therefore considered that it was not necessary at this stage to organize a three-year training program as proposed by Recommendation R5, but did not exclude the possibility of individual requests from its members.

(3) With regard to Recommendation R8 on the establishment of a Social and Environmental Responsibility Committee, ID Logistics considers that, at this stage, the discussions that have been initiated with the Board of Directors on the basis of the statements of non-financial performance and the follow-up of the 10 CSR objectives established in 2021 are currently sufficient and do not require the creation of a specific Committee. In addition, since 2024 a specific CSR item has been added to the agenda of the annual Board meeting on developments and challenges in the contract logistics business.

(4) The topic is regularly discussed by the Board of Directors but has never been formally set down as such. On March 12, 2025, the Board set itself the goal of formally drafting a succession plan before the next meeting called to approve the 2025 financial statements.

The Board of Directors has also reviewed the Middlenext Code points requiring special attention as revised in September 2021. Specifically:

points concerning the Board’s supervisory powers were discussed in conjunction with assessing the work of the Board of Directors in March 2025;

points concerning executive and sovereign powers were reviewed at the March 12, 2025 Board of Directors meeting during its discussions on the operations of the Board of Directors and the merits of establishing an Appointments and Remuneration Committee.

3.1.3The Board of Directors and Committees

a) Members of the Board of Directors

The Board of Directors comprises nine directors (including the employee representative director) and one independent advisor. Their term of office is three years, it being specified that the General Meeting of May 30, 2024 amended Article 14 of the bylaws to allow directors’ terms of office to be staggered.

In fiscal year 2024, the following were reappointed as directors:

Ms. Eléonore de Lacharrière, reappointed as director for a three-year term by the May 31, 2024 general meeting;

Ms. Malgorzata Hornig, reappointed as director for a three-year term by the May 31, 2024 general meeting;

Mr. Hervé Montjotin, reappointed as director for a three-year term by the May 31, 2024 general meeting;

Mr. Gérard Lavinay, reappointed as director for a two-year term by the May 31, 2024 general meeting.

Membership of the Board of Directors has been arranged so as to involve the Group’s controlling shareholder representatives in the definition, implementation and monitoring of the Group’s growth strategy, while ensuring that the Group benefits from the diverse international professional experience of its Board members.

As of the Universal Registration Document Date, the Company’s Board of Directors consists of the following members:

Full name

Title

Independent director

Year first appointed

Expiry of term of office

Member of the Audit Committee

Eric Hémar

Chairman and CEO

No

2010

2025

No

Comète, represented by Marie-Aude Hémar

Director

No

2019

2025

No

Christophe Satin

Director and Deputy CEO

No

2013

2025

No

Michel Clair

Director

Yes

2011

2026

Yes (Chairman)

Hervé Montjotin

Director

Yes

2021

2027

Yes

Eléonore Ladreit de Lacharrière

Director

Yes

2021

2027

No

Gérard Lavinay

Director

Yes

2021

2026

No

Malgorzata Hornig

Director

No

2023

2027

No

Carine Mosnier

Employee representative director

No

2022

2026

No

The Board of Directors also comprises one independent advisor: Mr. Jesus Hernandez, a Spanish national, was reappointed as independent advisor by the Board of Directors on May 31, 2024, with effect from the same day, for a three-year term expiring at the close of the general meeting held in 2027 to approve the financial statements for the year ended December 31, 2026.

It will be recommended to the June 3, 2025 combined general meeting that Éric Hémar, Christophe Satin and Comète be reappointed as directors.

Subject to the above renewal and ratification, the Company is compliant with the legal requirement of balanced representation of women and men on boards of directors which, for boards comprising a maximum of eight members, provides that the difference between the number of directors of each gender must not be more than two, while the employee representative director is not included in this calculation.

Under Recommendation R3 of the Middlenext corporate governance code for small and mid caps, the criteria for classifying a Board member as independent are as follows:

Criteria

Michel Clair

Hervé Montjotin

Eléonore Ladreit de Lacharrière

Gérard Lavinay

has not been, over the last five years, and is not currently an employee or executive corporate officer of the company or a group company;

Yes

Yes

Yes

Yes

has not been, over the last two years, and is not currently in a material business relationship with the company or its group (customer, supplier, competitor, service provider, creditor, banker, etc.);

Yes

Yes

Yes

Yes

is not a major shareholder in the company, and does not hold a significant percentage of the voting rights;

Yes

Yes

Yes

Yes

has no close relationship or family ties with a corporate officer or major shareholder;

Yes

Yes

Yes

Yes

has not been, over the last six years, a statutory auditor of the company.

Yes

Yes

Yes

Yes

Among the members of the Board, Michel Clair, Hervé Montjotin, Gérard Lavinay and Eléonore Ladreit de Lacharrière meet all of these criteria and are considered independent. The Board of Directors is therefore composed of eight members excluding the employee representative director, four of whom are independent (50%). Accordingly, the Company complies with Recommendation R3 of the Middlenext Code.

Ms. Marie-Aude Hémar, permanent representative of Comète, is Mr. Eric Hémar’s wife. There are no other family links between the other members listed above.

To the Company’s knowledge, as of the date this Universal Registration Document was prepared, no Board of Directors or senior management members have, within the last five years:

been sentenced for fraud;

been involved in bankruptcy, receivership, liquidation or court-ordered administration proceedings;

been indicted or incurred official public sanctions imposed by statutory or regulatory authorities (including designated professional bodies);

been deprived by a court of the right to perform the duties of a member of an administrative, management or supervisory body of an issuer or from being involved in the management or conduct of the business of an issuer.

b) Conflicts of interest among members of the administrative and management bodies and senior management

To the Company’s knowledge, and as of the date this Universal Registration Document was prepared, there is:

no conflict of interest between the duties of each member of the senior management team and Board of Directors towards the Company as corporate officers and their private or other interests;

no arrangement or agreement with the principal shareholders or with any customers, suppliers or other persons pursuant to which any members of the senior management team or Board of Directors were appointed;

no restriction accepted by the members of the senior management team or Board of Directors members in relation to the sale of the Company securities that they hold, with the exception of the aforementioned shareholder agreement (see section 3.1.1, h) “Control of the Company”).

There are related party agreements which are described under sections 3.1.6 “Contracts with corporate officers or a shareholder holding more than 10% of the voting rights in the Company” and 4.10 “Transactions with related parties”.

c) Director information

• Eric Hémar

Chairman and CEO

Business address:
ID Logistics, 55 chemin des Engranauds, 13660 Orgon, France

Eric Hémar, a former student of ENA, began his career at the Cour des Comptes (French government Court of Audit) before joining the French Ministry of Equipment, Transport and Tourism in 1993, where he was technical advisor to minister Bernard Bosson. In 1995, he began working for the Sceta group, followed by Geodis as Corporate Secretary. He left Geodis Logistics in March 2001 to found the ID Logistics group. Eric Hémar has been Chairman and Chief Executive Officer of the Company since the June 21, 2010 shareholders’ general meeting, prior to which he was Chairman of the Company.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Chairman and Chief Executive Officer of ID Logistics Group SA, the ID Logistics group holding company

Other offices within the Group

Chairman: ID Logistics, ID Logistics France, ID Logistics France 3, ID Logistics Océan Indien, La Financière de Commerce et Participations (Ficopar), IDL Supply Chain South Africa (Pty) Ltd, ID Logistics Belgium,
ID Logistics US

General Manager: FC Logistique R&D, ID Logistics Maroc, ID Logistics Training,
IDL Bucharest

Member of the Supervisory Board: Dislogic

Director: ID Logistics China Holding Hong-Kong, ID Logistics Polska, ID Logistics Taiwan, IDE Enterprise Co, ID Logistics Switzerland, ID Logistics Hungary, ID Logistics & Transport Limited, ID Logistics US Inc, ID Logistics & Transport Limited, ID Logistics Holdings Inc, ID Logistics Enterprises LLC, ID Logistics Freight Lines LLC, ID Logistics Services Inc, ID Logistics Traffic Services LLC, ID Logistics Warehousing LLC, ID Global Co. Ltd, IDL Contract Logistics UK Limited, ID Logistics Services UK Limited, ID Logistics E-Com UK Limited, ID Logistics Fulfilment UK Limited

Other offices outside the Group

Chairman: Les Parcs du Lubéron Holding, TLF

General Manager: Comète, SCI Fininco

List of functions and offices having expired during the last five years

Chairman: Timler, ID Assets

Director: Coface, listed on Euronext (Chairman of the Audit Committee)

• Comète, represented
by Marie-Aude Hémar

Director

Business address:
ID Logistics, 55 chemin des Engranauds, 13660 Orgon, France

Comète is a French private limited company (SARL) with capital stock of €162,400, having its head office at 23 rue de la Comète, 75007 Paris, France, and registered in the Paris Trade and Companies Register under number 438 726 762. Eric Hémar holds 50.25% of the capital stock, his wife Marie-Aude Hémar holds 2.46% and his children each hold 11.82%. Comète is the holding company that manages the operations of the ID Logistics group under a group management agreement entered into between Comète and ID Logistics Group.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Lead holding company of the ID Logistics group

Other offices within the Group

None

Other offices outside the Group

Managing Director (represented by Eric Hémar): Immod, Financière ID, Logistics II, Logistics V, I Meca Holding

List of functions and offices having expired during the last five years

None

• Marie-Aude Hémar

Representative of Comète

Business address:
ID Logistics, 55 chemin des Engranauds, 13660 Orgon, France

Having graduated from IDRAC Paris, from 1986 to 2011 Marie-Aude Hémar held various positions at Caisse d’Epargne IDF, including business client manager, business branch manager and inspector with the Controlling Department. Ms. Marie-Aude Hémar, permanent representative of Comète, is Mr. Eric Hémar’s wife.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

None

Other offices within the Group

None

Other offices outside the Group

Joint Managing Director: Comète

List of functions and offices having expired during the last five years

None

• Christophe Satin

Director, Deputy CEO

Business address:

ID Logistics, 55 chemin des Engranauds, 13660 Orgon, France

Christophe Satin graduated from ISG and began his career at Arthur Andersen. He went on to work for various industrial companies before joining Geodis as overseas financial manager for Geodis Logistics. In 2001, he co-founded ID Logistics, where he was appointed Chief Financial Officer and later Deputy CEO.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Deputy CEO of ID Logistics Group SA, the ID Logistics group holding company

Other offices within the Group

Chairman: Coop Interflèche, Compagnie Financière de Logistique (CFL), Compagnie Européenne de Prestations Logistiques (CEPL), ID Logistics A

General Manager: ID Logistics Central, ID Logistics Germany, ID Logistics Kaiserslautern, ID Logistics Gottingen, ID Logistics Salzgitter, ID Logistics GmbH, ID Logistics Sudost, ID Logistics Sudwest, ID Logistics Nord, ID Logistics Nordost, ID Logistics Nordwest, ID Logistics Werl, ID Logistics Kleinhostheim

Director: ID Logistics China Holding Hong-Kong, ID Logistics Taiwan, ID Logistics Nanjing, ID Logistics Polska, ID Logistics Belgium, ID Logistics & Transport Limited, ID Logistics US Inc, ID Logistics & Transport Limited, ID Logistics Holdings Inc, ID Logistics Enterprises LLC, ID Logistics Freight Lines LLC, ID Logistics Services Inc, ID Logistics Inc, ID Logistics Traffic Services LLC, ID Logistics Warehousing LLC, ID Global Co. Ltd., IDL Contract Logistics UK Limited, ID Logistics Services UK Limited, ID Logistics E-Com UK Limited, ID Logistics Fulfilment UK Limited

Member of the Supervisory Board and Chairman: Dislogic

Managing director: CEPL Barcelona, CEPL Iberia, CEPL La Roca, ID Logistics Iberia, IDL Automotive Logistica y Secuenciacion, Logistics IDL España Group

Other offices outside the Group

General Manager: Libertad

List of functions and offices having expired during the last five years

Chairman: La Flèche, ID Logistics Champagne, CEPL Holding Compagnie

Director: ID Assets

• Michel Clair

Independent director and Chairman of the Audit Committee

Business address:
SIPAC, 2 place de la Porte Maillot, 75017 Paris, France

A former student of ENA, Michel Clair was auditor, then senior advisor for the Cour des Comptes (1975-91) before taking up various positions within government agencies and several ministries. This included chief of staff for the Ministry of Trade, Crafts and Services from 1986 to 1988. In 1991, he joined Compagnie Bancaire, for which he was Corporate Secretary and member of the Management Board. Following the Paribas - Compagnie Bancaire merger, he became a member of the Executive Committee of Paribas, in charge of real estate and shared services. In 1996 he joined the Klépierre group as member of the Board of Directors and was appointed Chairman the following year. From 1998 to 2012, he was chairman of the Klépierre Management Board followed by the Supervisory Board.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Manager SAS Clair Grenelle

Other offices within the Group: None

Other offices outside the Group

Deputy Chairman: Klesia Retraites

Director: Klesia

List of functions and offices having expired during the last five years

Chairman: Propexpo, PromoSalons, Comexposium, France Habitation, Omnium de Gestion Immobilière de France (OGIF), Société Immobilière du Palais des Congrès (SIPAC)

Deputy Chairman: CCI Paris Ile de France

• Hervé Montjotin

Independent director and member of the Audit Committee

Business address:
Socotec, Bâtiment Mirabeau – 5 place des Frères Montgolfier – Guyancourt – CS 20732 – 78182 St-Quentin-en-Yvelines Cedex – France

Hervé Montjotin studied at the Ecole Normale Supérieure (schools of education, social sciences) and the ESCP, before launching his career in Organizational Advisory at Bossard Consultants in 1989. In 1995, he joined Norbert Dentressangle transport and logistics group, where he worked successively as Head of HR, Managing Director Organization and Member of the Management Board (2001), Managing Director Division Transport (2005) and Chairman of the Management Board from 2012 to 2015, when the company was sold to US company XPO. Over these 20 years, the Norbert Dentressangle Group grew revenues from €300 million to €5 billion and became a European benchmark in the supply chain industry. In 2016, Hervé Montjotin took over as CEO of Socotec Group with a mission to make it global leader in the construction and infrastructure testing, inspection and certification (TIC) sector.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

CEO: Socotec

Other offices within the Group

None

Other offices outside the Group

Chairman: HSM Participations, HSM 2, Patrick Lévy Consulting (PLC) SAS, Socotec Environnement SAS, Phoenix Manco 1, Phoenix Manco 2, Phoenix Manco 3, Socotec Gestion SAS, ArchEng Holding Company (USA), Socotec US Holding Inc (USA), Socotec US Holding LLC (USA)

Chairman: Vidaris Inc (USA)

Independent director: Hoffmann Green Cement Technology (listed on Euronext Growth), Holding Dentressangle

Advisory Board: Socotec Deutschland Holding (Germany) 

Deputy Chairman: C2G International LLC (USA), CBI Consulting LLC (USA), IBA Holding LLC (USA), LPI Engineering Inc (USA), LPI Inc (USA), Lucius Pitkin Inc (USA), Synergen Consulting International LLC (USA), Vidaris Holdings LLC (USA), Vidaris of Florida Inc (USA), VIH Company (USA)

Director: ESG Investments - Cayman (UK), Phoenix UK 2020 Ltd (UK), Socotec UK Holding (UK), Chairman

General Manager: Pama SCI, La Cordée SCI

List of functions and offices having expired during the last five years

None

• Eléonore Ladreit de Lacharrière

Independent director

Business address:

Fimalac, 97 rue de Lille, 75007 Paris, France

A graduate of Paris Dauphine University and ESSEC business school, Eléonore de Lacharrière joined Fimalac Group in 2006. She is a member of the Board of Directors and the Executive Committee. She is also the Chair of the Fondation Culture & Diversité, Fimalac’s company foundation. She sits on the Board of Directors of the Fondation du Patrimoine and of the Louvre Museum.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Member of the Executive Committee of Fimalac

Other offices within the Group

None

Other offices outside the Group

Chairwoman of the Board of Directors: Fondation Culture & Diversité, Association Trophée d’Impro Culture & Diversité, Association Culture & Vie

Director: Fimalac Entertainment, Webedia, Banijay Group, Fimalac Développement (Luxembourg), Louvre Museum, Fondation Kenza, Fondation Léopold Bellan, Fondation du Patrimoine, Le BAL

List of functions and offices having expired during the last five years

Chair of the Board of Directors of the Rodin Museum and the Ecole Nationale Supérieure des Beaux-Arts de Paris.

Member of the Haut Conseil de l’Education Artistique et Culturelle.

Member of the Business Advisory Board of Paris Dauphine-PSL University

• Gérard Lavinay

Independent director

Mr. Gérard Lavinay began his career at Euromarché in 1980. He worked in several roles in the hypermarket chain, which was taken over by Carrefour in 1991, first in-store then as logistics manager. From 1998, Gérard Lavinay worked for Carrefour Greece in various roles before becoming Executive Director of Carrefour Chile in 2003. He returned to France in 2004 as Group Supply Chain Director, then Group Organization, Systems and Supply Chain Director. In 2008, he was appointed Executive Director supermarkets France. Gérard Lavinay moved to Carrefour Belgium in 2009 as Executive Director and Managing Director. In 2013, he headed Carrefour’s Northern Europe operations (Belgium, Poland and Romania) and the international merchandise support and coordination teams. In 2017, Gérard Lavinay was appointed Executive Director Merchandise, Supply and Formats. Responsibilities included merchandise, private label, supply chain and formats. From 2017 to 2020, he was Executive Director Italy.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Manager Page Patrimoine

Other offices within the Group

None

Other offices outside the Group

Independent director Ascencio

List of functions and offices having expired during the last five years

Member of the Executive Committee of the Carrefour Group (listed on Euronext)

Chairman and Chief Executive Officer of Carrefour Italia (2018-2020)

Chairman of Erteco, Hyparlo, Comptoirs Modernes, Carrefour Import and Carrefour Marchandises Internationales.

Director of Carrefour Belgium, Carrefour Polska, Carrefour Romania, Market Pay.

Independent director, Generix Group

• Carine Mosnier

Employee representative director

Business address:
55 chemin des Engranauds, 13660 Orgon, France

After graduating from the University of Aix-en-Provence with a post-graduate degree in Business Law, she began her career at Norbert Dentressangle France before joining ID Logistics over 20 years ago. She currently holds the position of Deputy Group General Counsel.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Group Deputy General Counsel, ID Logistics

Other offices within the Group

None

Other offices outside the Group

None

List of functions and offices having expired during the last five years

None

• Malgorzata Hornig

Director

Business address:

ID Logistics Polska, Al. Roździeńskiego 91, 40-203 Katowice, Poland

Having graduated from the Silesian University of Technology, she began her career at Work Express placement agency. In 2009, she joined ID Logistics Poland as Human Resources Director.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

ID Logistics Human Resources Director Poland

Other offices within the Group

None

Other offices outside the Group

None

List of functions and offices having expired during the last five years

None

d) Director shareholdings - Securities giving access to the capital granted to the directors

As of March 31, 2025, members of the Board of Directors held the following direct equity investments and securities giving access to the Company’s capital stock:

Directors

Shares and voting rights

Number

% equity

% exercisable voting rights

Eric Hémar

1,296,460

19.80%

27.39%

Comète(1), represented by Marie-Aude Hémar

-

-

-

Christophe Satin

81,029

1.24%

1.63%

Michel Clair (2)

6,300

0.01%

0.01%

Hervé Montjotin

380

0.01%

0.01%

Eléonore Ladreit de Lacharrière

50

0.00%

0.00%

Gérard Lavinay

200

0.00%

0.00%

Malgorzata Hornig

-

-

-

Carine Mosnier

1,535

0.02%

0.03%

(1) As of March 31, 2025, the capital stock of Comète (acting as lead holding company) was fully controlled by Eric Hémar and his family.

(2) Investment held directly and indirectly via Clair Grenelle SAS.

Eric Hémar also controls Immod, a company which, as of March 31, 2025, held 2,004,539 Company shares representing 30.61% of the capital stock and 37.35% of the exercisable voting rights. In addition, Immod holds 155,520 equity warrants, the main terms of which are set out in section 3.1.1 paragraph f) “Potential capital”. Each warrant carries the right to subscribe for two shares, implying as of March 31, 2025 a 4.75% potential maximum equity dilution of post-dilution capital.

Christophe Satin also controls Libertad, a company which, as of March 31, 2025, held 104,527 Company shares representing 1.60% of the capital stock and 2.13% of the exercisable voting rights.

e) Information on the independent advisor

• Jesus Hernandez

Advisor

Business address:
ID Logistics España, C/Federico Mompou,
5 – Edificio 1, Plant 6, 28050 Madrid, Spain

Having graduated from the University of Madrid, Jesus Hernandez developed international management skills during a broad career in logistics. He started work with C&A, where he remained for 19 years. His positions during this time included Coordination Logistics Director in Düsseldorf, Germany. He then joined logistics operator Tibbett & Britten as Chief Operating Officer Spain and, just a year later, was appointed Chief Executive for Spain, Portugal and Morocco, a position he continued after the takeover of the company by Exel Logistics. In March 2006, Jesus Hernandez joined ID Logistics as General Manager Spain. In March 2015, he was appointed General Manager Brazil. After a year devoted to ID Logistics operations in Germany, in December 2019 he was appointed Chief Integration Officer in respect of ID Logistics’ new operations in the USA.

List of functions and offices exercised as of the Universal Registration Document Date

Principal function

Chief Integration Officer

Other offices within the Group

None

Other offices outside the Group

None

List of functions and offices having expired during the last five years

ID Logistics Brazil General Manager

The independent advisor brings to the Board of Directors his extensive operational experience in logistics and international affairs. As mentioned in Article 16 bis of the Company bylaws, we hereby inform you that the independent advisor is responsible for ensuring the application of the bylaws, laws and regulations. He may issue an opinion on any item on the Board meeting agenda and may ask the Chairman that his comments be communicated to the shareholders’ general meeting if he deems it appropriate. As stated in section 3.1.5.3 d), his remuneration in respect of his office is included in the amount of remuneration paid to non-executive directors, subject to the same allocation rules as other non-executive directors. He is also subject to the Board of Directors Rules of Procedure and to the conflict of interest rules applicable to the other members of the Board of Directors.

f) Conditions for preparing the Board’s work

In order to give sufficient time to Board members to properly prepare for meetings, the Chairman endeavors to send them all information and documentation required in advance. Accordingly, the draft annual financial statements were sent to the directors five days before the designated Board meeting to approve the financial statements.

Each time a Board member has submitted a request, the Chairman has sent him or her the requested information and documentation, as far as possible.

g) Board meetings

The Board met eight times in 2024. The attendance rate for Board meetings during the year was 99%. Meetings are held at Group premises or by conference call.

The statutory auditors were invited to the Board of Directors meetings called to approve the annual and half-year financial statements and management forecasts, which they attended.

h) Board of Directors Rules of Procedure

The Board has introduced Rules of Procedure, which principally cover the following points:

The Board’s members, role and procedures.

Duties of the directors (fiduciary duty, non-compete obligations, confidentiality, diligence, prevention of insider trading, etc.)

Audit Committee.

The Board of Directors Rules of Procedure can be viewed on the Company website in the corporate governance section under “Shareholders”.

i) Conflicts of interest among Board members

Article 4, “Directors’ duties”, of the Board of Directors Rules of Procedure stipulates that, in a situation that gives rise to or could give rise to a conflict between corporate interests and the direct or indirect private interests of a director or the interests of shareholders or a group of shareholders that he/she represents, the director in question undertakes to:

inform the Board of the situation as soon as he/she is aware of it,

declare any conflicts of interest prior to each Board meeting, depending on the agenda, and

decide on any consequences affecting his/her position as a director.

Depending on the individual circumstances, the director must:

either abstain from participating in the deliberations and vote on an agreement or transaction that presents a conflict of interest,

or not attend the Board meetings during the period in which he or she is involved in a conflict of interest,

or resign as a director.

Non-disclosure shall be construed as an acknowledgment that no conflict of interest exists.

j) Tasks of the Board of Directors

The Board of Directors sets the direction of the Company’s business and ensures the implementation thereof, in accordance with the Company’s interests, taking into account the social and environmental implications of its business. Subject to the powers expressly reserved for general meetings of shareholders and subject to the corporate purpose, it addresses any matters pertaining to the efficient running of the Company and, by way of voting, settles matters concerning the Company.

k) Subjects discussed during Board meetings and performance review

During the year ended December 31, 2024, the Company’s Board of Directors met eight times:

Date

% directors in attendance

Subjects

1/17/2024

100%

Review of strategy and business challenges

Vesting under a bonus share plan

3/13/2024

100%

Approval of 2023 financial statements

Review of 2023 statement of non-financial performance

Update on the integration of recent acquisitions

Review of management forecasts

Determination of executive officers’ remuneration

Board assessment and operation

Review of potential conflicts of interest

Review of Middlenext Code points requiring special attention

Preparation of the general meeting

Update on CSR commitments

Vesting under a bonus share plan

5/30/2024

90%

Reappointments

Implementation of the share buyback program

Share plan

6/7/2024

100%

Authorization for an issue of Company shares without preferential subscription rights

8/28/2024

100%

Approval of H1 2024 financial statements

Bonus share plans

Authorization for real estate guarantees

9/3/2024

100%

Authorization for an issue of Company shares without preferential subscription rights

10/30/2024

100%

Authorization for the legal restructuring of holdings in certain subsidiaries

11/26/2024

100%

Authorization to sign a loan and guarantee agreement

In addition to technical issues on the agenda, Board meetings are always an opportunity to review the Company’s business, its development and changes in its market environment.

l) Assessment of the Board’s work

In March 2025, the Board conducted a formal assessment of its own work and that of the Audit Committee.

This self-assessment covered matters including gender balance on the Board and the balance of relations between the Chairman and Chief Executive Officer and the Board, both of which were deemed satisfactory.

The composition and operation of the Board of Directors were held to be satisfactory.

m) Organization and operation of the Special Committee

Audit Committee members

The Audit Committee has two members, by preference both independent directors, appointed by the Board of Directors: Chairman Michel Clair and Hervé Montjotin, both independent directors.

All Audit Committee members have financial expertise (see “Director information” above).

Objectives

The Audit Committee’s objective is to issue opinions or recommendations to the Board of Directors with regard to the accounts, internal and external audit and the Group’s financial policies, while ensuring that information provided to shareholders and the market is reliable and clear. To fulfill its mission, the Audit Committee:

reviews accounting principles and methods adopted in the preparation of the individual and consolidated financial statements that are submitted to the Board of Directors, ensuring they are appropriate, consistently applied and that any proposed changes are properly justified;

reviews draft annual and half-year individual and consolidated financial statements prepared by senior management before presentation to the Board of Directors;

reviews draft annual and half-year management reports from the Board of Directors, and all other reports, opinions, statements and other documents containing accounting or financial information, the publication of which is compulsory under current regulations, before their publication, as well as all accounts prepared for purposes of specific material transactions such as capital contributions, mergers, market transactions and payment of interim dividends;

reviews the company consolidation scope and, if applicable, the reasons for excluding certain companies, changes in consolidation scope and the impact thereof;

reviews material off-balance sheet risks and commitments;

verifies that in-house data collection and checking procedures ensure that the data is accurate, quickly reported and appropriate;

annually reviews with internal audit managers and the statutory auditors their audit plans, the conclusions of their audits, their recommendations and the follow-up action taken;

interviews internal audit managers and controllers from the finance department and issues an opinion on the department’s organization;

conducts the procedure for selecting the statutory auditors prior to their appointment or reappointment and oversees compliance with rules, principles and recommendations ensuring their independence;

issues a recommendation regarding statutory auditor appointments or reappointments to be proposed to the general meeting;

issues an opinion on the fees requested by the statutory auditors for the performance of their statutory audit of the financial statements and for any other engagements;

approves the provision of services by the statutory auditors other than the certification of the financial statements;

monitors the statutory auditors’ performance of their assignment and, where relevant, notes any observations and findings of the French High Council of Statutory Auditors following audits conducted;

reviews regulated agreements requiring the prior approval of the Board of Directors;

monitors the efficacy of the risk management system;

reviews any financial or accounting matters submitted to it by the Board of Directors or its Chairman and expresses, in particular, an opinion on any planned issue of new shares, securities or debt; and

regularly reports to the Board of Directors on the findings of the financial statement certification assignment, the manner in which the assignment contributed to the integrity of the financial reporting and the role it played in this process. It must also promptly inform the Board of any difficulty encountered.

Operations

The Audit Committee meets according to a timetable established by the committee Chairman, which must give the committee time to review at least the annual and half-year consolidated financial statements, the Group budget and the internal and external audit plan.

The Audit Committee may interview any member of the Company’s Board of Directors and arrange for the performance of any internal or external audit on any subject that, in its opinion, falls within its remit. The Audit Committee Chairman informs the Board of Directors thereof in advance. In particular, the Audit Committee is entitled to interview persons involved in preparing or auditing the financial statements, including the Chief Financial Officer and the main managers within the finance department. The Audit Committee’s interview of the statutory auditors may but need not be attended by any representative of the Company.

The Audit Committee Chairman reports to the Board of Directors on the committee’s work. If, during the course of its work, the Audit Committee detects a material risk that it considers is not being managed properly, the Chairman notifies the Chairman of the Board of Directors thereof without delay.

The Audit Committee met twice in 2024, on the following dates:

March 13, 2024 to review the 2023 financial statements;

August 28, 2024 to review the 2024 half-year financial statements.

All committee members attended these meetings and were given adequate time to review the financial and accounting documents. They had the opportunity to interview the statutory auditors and the Chief Financial Officer.

The Committee reported on its work to the Board, which has taken note and has followed all of its recommendations.

3.1.4General management and Board Chairman

a) Detailed arrangements for the exercise of general management

Either the Chairman of the Board of Directors, or another individual appointed by the Board of Directors as Chief Executive Officer, shall carry out and be responsible for the general management of the Company.

The Board of Directors shall choose between the two methods of general management. The decision as to the choice of the general management method shall be taken by a simple majority vote of the directors in attendance or represented. The option selected must be implemented for a term of no less than one year.

By decision dated June 21, 2010, the Board of Directors appointed Mr. Eric Hémar as Chairman and CEO of the Company. On May 31, 2022, the Board of Directors resolved to renew the term of office of Mr. Eric Hémar as Chairman and CEO and, on the proposal of the latter, to renew the term of office of Mr. Christophe Satin as Deputy CEO.

The Combined General Meeting of 3 June 2025 will be asked to amend Articles 15-1 and 17 of the ID Logistics Group’s bylaws to increase the age limit applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer to 75 years.

b) Limitation of the powers of the CEO and Deputy CEO

The Chief Executive Officer is vested with the broadest powers to act under any circumstances in the name of the Company. He exercises these powers subject to the corporate purpose and subject to those powers expressly reserved by law to the shareholders’ meetings or to the Board of Directors. He represents the Company in its dealings with third parties.

Where the general management of the Company is performed by the Chairman of the Board of Directors, the following provisions relating to the CEO apply to him.

The CEO is subject to the provisions governing the simultaneous holding of appointments as Chief Executive Officer, member of the management committee, sole managing director, director or member of the supervisory board of corporations (sociétés anonymes) whose head office is located in France.

On a motion by the CEO, the Board of Directors may appoint one or more individuals to assist the CEO; such person(s) shall hold the office of Deputy Chief Executive Officer. There may not be more than five Deputy CEOs.

Where the CEO ceases or is unable to perform his duties, the Deputy CEOs shall, unless otherwise resolved by the Board, remain in office and continue to hold their powers until a new CEO is appointed.

The Board of Directors shall determine the remuneration of the Deputy CEOs. The Board of Directors shall, jointly with the CEO, determine the scope and term of the powers conferred on Deputy CEOs. Vis-à-vis third parties, Deputy CEOs shall hold the same powers as the CEO.

Apart from statutory or regulatory restrictions, no other specific limitation has been set by the Board of Directors on the powers of the CEO or Deputy CEOs.

3.1.5Remuneration of Company corporate officers

Presented below is the corporate officer remuneration policy for the 2025 financial year established by the Board of Directors on March 12, 2025, which will be submitted for approval to the combined general meeting to be held on June 3, 2025.

This section also sets out the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kinds paid during the 2024 fiscal year or allocated in respect of that year to the Chairman and CEO, the Deputy CEO and the directors, in respect of their appointments.

Pursuant to Article L. 22-10-34 of the French Commercial Code, we hereby inform you that the payment of items of variable and exceptional remuneration in respect of the 2024 and 2025 financial years presented in this report and to be paid to the persons concerned is subject respectively to the approval of the June 3, 2025 combined general meeting and the general meeting to be held in 2026 to approve the 2025 financial statements.

3.1.5.1Remuneration policy applicable to all corporate officers

On March 12, 2025, the Board of Directors approved the remuneration policy for all corporate officers as follows:

a) Respect for the corporate interest and contribution to the Company’s commercial strategy and sustainability

The remuneration policy for corporate officers is in line with the Company’s interests, contributes to its sustainability and is aligned with its development strategy as described in section 1.6 “Development strategy” of the 2024 Universal Registration Document. It is also a component of the value-added model referred to in chapter 5 “Sustainability Report” of the 2024 Universal Registration Document.

b) Decision-making process for the determination, review and implementation of the remuneration policy, including the measures to prevent or manage conflicts of interest, and the manner in which the remuneration and employment conditions applicable to the Company’s employees are taken into consideration

The Board of Directors alone is authorized to determine the remuneration and benefits in kind granted to corporate officers. Remuneration and benefits in kind granted to the executive corporate officers are determined based on the following principles:

competitiveness and loyalty;

internal equity and performance;

comprehensiveness and overall assessment;

balance between the various items comprising remuneration;

use of comparative data based on both market standards and practices employed at comparable companies;

consistency, transparency, stability and intelligibility of the rules applied;

adaptation to the strategy and business context, compliance with the corporate interest;

consideration of the importance of the responsibilities taken on.

The Board of Directors votes on the remuneration awarded to corporate officers every year, it being noted that the executive corporate officers are required to abstain from discussion and voting on their own remuneration.

The Board of Directors takes into account and applies the principles set forth by the Middlenext Code (Recommendations R12 and R16) when establishing the remuneration awarded to executive corporate officers. The Board ensures that the remuneration and employment conditions applicable to the Company’s employees are taken into consideration when establishing the remuneration; in particular, it ensures that the remuneration established for the executive corporate officers is consistent with that of the Company’s other corporate officers and employees and that the remuneration established maintains a fair balance and takes into account the Company’s interests, market practices, the executives’ performance, and the Company’s other stakeholders.

c) Valuation methods to be applied to the corporate officers in order to establish the extent to which they meet the performance criteria provided for variable and share-based remuneration

The level of achievement of the objectives set for the variable remuneration and, where applicable, share-based remuneration, is determined by the Board of Directors. The Board of Directors relies on the Group finance department to determine the level of achievement of the financial targets and, where applicable, on the legal and human resources departments to determine the level of achievement of the non-financial targets. These elements are discussed during Board meetings.

d) Criteria for distributing the fixed annual amount allocated by the general meeting to the directors

The Board of Directors is free to distribute among its members the amount set by the general meeting for Board member remuneration. However, in accordance with the Board of Directors Rules of Procedure, in respect of their remuneration, the directors receive a fixed portion (pro rata temporis depending on the start or end date of the term of office, as the case may be) and a variable portion relating to their attendance of Board meetings during the year. The Board of Directors also takes into account the participation of some of its members in the Audit Committee.

e) Description and explanation of substantial changes to the remuneration policy

No changes have been made to the Company’s remuneration policy since the version adopted for the previous year.

f) Application of the remuneration policy to corporate officers recently appointed or reappointed, pending approval by the general meeting of any significant changes to the policy

In the event of changes in governance, the remuneration policy will be applied to the Company’s new corporate officers, adjusted as required and subject to general meeting approval of any significant changes to the remuneration policy, in accordance with Article L. 22-10-8 (II) of the French Commercial Code.

g) Procedural conditions allowing exceptions to the remuneration policy

Under exceptional and temporary circumstances, the Board of Directors may make exceptions to all terms of the remuneration policy approved by the general meeting. The Board of Directors, assisted by the various Group departments (finance, legal, human resources, etc.) if necessary, will be responsible for approving the exceptional and temporary nature of the circumstances invoked as well as the fact that the planned exception is temporary, in accordance with the corporate purpose and as required in order to ensure the Company’s sustainability or viability. The officers concerned will not be involved in this decision.

3.1.5.2Remuneration policy applicable to the Chairman and CEO, the Deputy CEO and the directors

3.1.5.2.1Remuneration policy applicable to the Chairman and CEO

a) Annual fixed and variable remuneration

The Chairman and CEO’s annual remuneration includes a fixed portion and a variable portion relating to the achievement of stringent financial and non-financial quantitative and qualitative targets determined at the beginning of the year in line with the strategy approved by the Board of Directors.

The amount of the Chairman and CEO’s fixed remuneration and the methods for calculating his variable remuneration (specifically the quantitative and qualitative financial and non-financial targets) are determined by the Board of Directors, based on an analysis of practices at a selection of comparable companies and on the executive’s performance.

This fixed and variable remuneration is reviewed each year by the Board of Directors. Changes to this remuneration may be applied in view of the Company’s economic and financial results for the previous financial year. Fixed remuneration is payable monthly over a 12-month period.

Mr. Eric Hémar does not receive any remuneration from the Group. He receives remuneration from Comète, a company in which he holds a 50.25% equity stake (the remainder being held by his wife and children) and which has signed a management agreement and services agreements with various Group subsidiaries, as set out in section 3.1.6.

Under these agreements and in respect of 2025, the Board of Directors proposes the following items of annual fixed and variable remuneration:

Fixed remuneration

€700,000

Annual variable remuneration in the event that 100% of the targets below are achieved

€600,000

The annual variable portion of Mr. Eric Hémar’s remuneration in respect of 2025 will be determined based on the achievement of the following targets:

Target (1)

% Annual variable remuneration

Achievement of 2025 budget (2)

60%

Business development and customer retention (3)

20%

CSR roadmap (4)

10%

M&A implementation

10%

Annual variable remuneration

100%

(1) The target achievement for quantified criteria is not published for reasons of confidentiality.

(2) Financial targets include consolidated quantitative indicators regarding revenue growth, underlying operating income (EBIT) and trade receivables days sales outstanding.

(3) The business development and customer retention targets include quantitative indicators expressed as a percentage of revenues and qualitative indicators regarding business development with new customers and/or new sectors, in line with the financial and strategic management targets.

(4) The CSR policy implementation target includes qualitative indicators regarding the implementation of an organizational system and plan to implement the Group’s CSR policy.

If targets are surpassed, variable remuneration is capped at the fulfillment of the targets and payment of the annual variable remuneration presented in this section will be subject to approval by the general meeting called in 2026 to approve the 2025 financial statements.

b) Exceptional remuneration

The Company’s remuneration policy does not provide for any exceptional remuneration attributable to the Chairman and CEO in the normal course of business.

However, in the event of an exceptional event or operation (including but not limited to: organic growth of over 10%, an external acquisition representing more than 20% of current revenues, the establishment of operations in a new country representing more than 10% of current revenues, etc.), exceptional remuneration as approved by the Board of Directors, pursuant to a reasoned decision, may be paid after approval by the general meeting.

c) Deferred variable remuneration

The Company’s remuneration policy does not provide for any deferred variable remuneration attributable to the Chairman and CEO during the normal course of business.

However, in the event of an exceptional event or operation (including but not limited to: organic growth of over 10%, an external acquisition representing more than 20% of current revenues, the establishment of operations in a new country representing more than 10% of current revenues, etc.), deferred variable remuneration as approved by the Board of Directors may be paid after approval by the general meeting.

d) Granting of bonus performance shares or stock options

Subject to the provisions of Articles L. 225-197-1 II 4 and L. 225-185 of the French Commercial Code, the Chairman and CEO’s long-term incentive plans may take the form of bonus performance share plans or the granting of stock options, depending on the tax and social security framework applicable at the time of allocation. Long-term incentive plans are designed to ensure that the interests of executive corporate officers and shareholders are aligned. The vesting of performance shares granted or, where applicable, the exercise of stock options would be subject to stringent performance criteria, combining internal corporate criteria and external criteria which, as far as possible, would be measured with regard to the Company and Group’s performance compared to the rest of the market.

The Board of Directors approves the allocation of bonus performance shares or stock options to the Chairman and CEO, ensuring that they are lawful (in particular as regards the proportion of the Company’s capital held by the beneficiary) and that such allocations, which shall be valued in accordance with IFRS 2, do not represent an excessive proportion of the Chairman and CEO’s total remuneration and that the portion of allocations reserved for the Chairman and CEO under a plan is in accordance with market practices.

If the Chairman and CEO’s appointment is terminated before the end of the vesting period for performance shares or options granted, they will be deemed invalid unless the provisions applicable in the event of death or disability are applied.

e) Remuneration related to taking office

The Company’s remuneration policy does not provide for any remuneration related to the assumption of office by the Chairman and CEO.

f) Remuneration and commitments upon termination of duties

The Chairman and CEO does not benefit from any commitments related to the termination of his duties in the form of severance pay and/or non-compete compensation.

g) Remuneration awarded to directors

The Company’s remuneration policy provides for the allocation of remuneration related to the Chairman and CEO’s membership of the Board of Directors.

h) Remuneration and benefits in kind owed or potentially owed to the Chairman and CEO under agreements entered into, directly or through an intermediary, in respect of his or her term of office, with the company in which the office is held, any company controlled by such company within the meaning of Article L. 233-16 of the French Commercial Code, any company that such company controls, within the meaning of said article, or any company under the same controlling entity, within the meaning of said article

Service agreements have been entered into between Comète (acting as lead holding company), in which Mr. Eric Hémar holds a 50.25% equity stake (with the remainder being held by his family), and the Group’s various subsidiaries (including the Company in particular), it being specified that Mr. Eric Hémar is paid by Comète (see section 3.1.6 of this Universal Registration Document).

i) Benefits in kind, insurance and pension

The Chairman and CEO does not receive benefits in kind or pension and insurance benefits. However, the Board of Directors may approve the affiliation of the Chairman and CEO, if his personal situation so allows, to a personal protection insurance scheme (healthcare costs, disability, invalidity and death) and to the mandatory, defined-contribution group complementary pension scheme granted to all Company employees.

j) Any other item of remuneration that may be attributed by virtue of the corporate office

The entire remuneration policy for the Chairman and CEO is set out above. He is not entitled to receive any additional remuneration in respect of his office.

3.1.5.2.2Remuneration policy applicable to the Deputy CEO

a) Annual fixed and variable remuneration

The Deputy CEO’s annual remuneration includes a fixed portion and a variable portion relating to the achievement of stringent financial and non-financial quantitative and qualitative targets determined at the beginning of the year in line with the strategy approved by the Board of Directors.

The amount of the Deputy CEO’s fixed remuneration and the methods for calculating his variable remuneration (specifically the quantitative and qualitative financial and non-financial targets) are determined by the Board of Directors, based on an analysis of practices at a selection of comparable companies and on the executive’s performance.

This fixed and variable remuneration is reviewed each year by the Board of Directors. Changes to this remuneration may be applied in view of the Company’s economic and financial results for the previous financial year. Fixed remuneration is payable monthly over a 12-month period.

The remuneration awarded to Mr. Christophe Satin, Group Deputy CEO and director of the Company, includes a fixed and variable portion. In respect of 2025, the Board of Directors proposes the following items of annual fixed and variable remuneration:

Fixed remuneration

€500,000

Annual variable remuneration in the event that 100% of the targets below are achieved

€450,000

Benefits in kind (1)

€5,000

(1) Corresponds to a company vehicle

The annual variable portion of Mr. Christophe Satin’s remuneration in respect of 2025 will be determined based on the achievement of the following targets:

Target (1)

% variable remuneration

Achievement of 2025 budget (2)

60%

Achieving the CSR roadmap objectives (3)

10%

Expanding the customer portfolio and implementing a specific approach to file renewals (4)

20%

Finalizing internal organizational changes (HR, AI, etc.)

10%

Annual variable remuneration

100%

(1) The target achievement for quantified criteria is not published for reasons of confidentiality.

(2) Financial targets include consolidated quantitative indicators regarding revenue growth, underlying operating income (EBIT) and trade receivables days sales outstanding.

(3) The CSR policy implementation target includes qualitative indicators regarding the implementation of an organizational system and plan to implement the Group’s CSR policy.

(4) The business development and customer retention targets include quantitative indicators expressed as a percentage of revenues and qualitative indicators regarding business development with new customers and/or new sectors, in line with the financial and strategic management targets.

We hereby inform you that, in the event targets are surpassed, variable remuneration is capped at the fulfillment of the targets and that payment of the annual variable remuneration presented in this section will be subject to approval by the general meeting called in 2026 to approve the 2025 financial statements.

b) Exceptional remuneration

The Company’s remuneration policy does not provide for any exceptional remuneration attributable to the Deputy CEO in the normal course of business.

However, in the event of an exceptional event or operation (including but not limited to: organic growth of over 10%, an external acquisition representing more than 20% of current revenues, the establishment of operations in a new country representing more than 10% of current revenues, etc.), exceptional remuneration as approved by the Board of Directors, pursuant to a reasoned decision, may be paid after approval by the general meeting.

c) Deferred variable remuneration

The Company’s remuneration policy does not provide for any deferred variable remuneration attributable to the Deputy CEO during the normal course of business.

However, in the event of an exceptional event or operation (including but not limited to: organic growth of over 10%, an external acquisition representing more than 20% of current revenues, the establishment of operations in a new country representing more than 10% of current revenues, etc.), deferred variable remuneration as approved by the Board of Directors may be paid after approval by the general meeting.

d) Granting of bonus performance shares or stock options

The Deputy CEO’s long-term incentive plans may take the form of bonus performance share plans or the granting of stock options, depending on the tax and social security framework applicable at the time of allocation. Long-term incentive plans are designed to ensure that the interests of executive corporate officers and shareholders are aligned. The vesting of performance shares granted or, where applicable, the exercise of stock options would be subject to stringent performance criteria, combining internal corporate criteria and external criteria which, as far as possible, would be measured with regard to the Company and Group’s performance compared to the rest of the market.

The Board of Directors approves the allocation of bonus performance shares or stock options to the Deputy CEO, ensuring that they are lawful (in particular as regards the proportion of the Company’s capital held by the beneficiary) and that such allocations, which shall be valued in accordance with IFRS 2, do not represent an excessive proportion of the Deputy CEO’s total remuneration and that the portion of allocations reserved for the Deputy CEO under a plan is in accordance with market practices.

If the Deputy CEO’s appointment is terminated before the end of the vesting period for performance shares or options granted, they will be deemed invalid unless the provisions applicable in the event of death or disability are applied.

e) Remuneration related to taking office

The Company’s remuneration policy does not provide for any remuneration related to the assumption of office by the Deputy CEO.

f) Remuneration and commitments upon termination of duties

The Deputy Chief Executive Officer benefits from non-compete compensation. However, he does not benefit from any commitments related to the termination of his duties, although the Board of Directors may take out a “senior executive loss of employment” policy for the Deputy CEO, which guarantees him all or part of his contractual income for a maximum period of 24 months.

g) Remuneration awarded to directors

The Company’s remuneration policy provides for the allocation of remuneration related to the Deputy CEO’s membership of the Board of Directors.

h) Remuneration and benefits in kind owed or potentially owed to the Deputy CEO under agreements entered into, directly or through an intermediary, in respect of his or her term of office, with the company in which the office is held, any company controlled by such company within the meaning of Article L. 233-16 of the French Commercial Code, any company that such company controls, within the meaning of said article, or any company under the same controlling entity, within the meaning of said article

None

i) Benefits in kind, insurance and pension

The Deputy CEO receives a benefit in kind consisting of the provision of a company car. He does not benefit from an insurance or pension plan. However, the Board of Directors may approve the affiliation of the Deputy CEO, if his personal situation so allows, to a personal protection insurance scheme (healthcare costs, disability, invalidity and death) and to the mandatory, defined-contribution group complementary pension scheme granted to all Company employees.

j) Any other item of remuneration that may be attributed by virtue of the corporate office

The entire remuneration policy for the Deputy CEO is set out above. He is not entitled to receive any additional remuneration in respect of his office.

3.1.5.2.3Remuneration policy applicable to members of the Board of Directors

The May 31, 2022 general meeting set the total amount of remuneration to be paid to Board members in respect of their appointments at €150,000 per fiscal year with effect from fiscal 2022 (until decided otherwise). The Board of Directors pays each member a fixed portion of 50% (pro rata temporis depending on the start or end date of the term of office, as the case may be), and a variable portion of 50% in accordance with the attendance rate at Board meetings during the year. The Board of Directors takes Audit Committee membership into account in its distribution of the total amount to be allocated.

3.1.5.3Corporate officer remuneration in respect of 2024

In application of the remuneration policy approved by the May 30, 2024 general meeting (9th to 11th ordinary resolutions), this paragraph sets out the remuneration and benefits allocated in respect of or paid during fiscal year 2024:

to the Company’s executive corporate officers, namely Mr. Eric Hémar, Chairman and CEO, and Mr. Christophe Satin, Deputy CEO, on the understanding that the variable remuneration will not be paid until approval by the June 3, 2025 general meeting in accordance with the provisions of Article L. 22-10-34 of the French Commercial Code (see chapter 7 of this Universal Registration Document) and that no variable remuneration may be reclaimed,

to the Company’s directors.

Moreover, with regard to Mr. Eric Hémar and Mr. Christophe Satin, the following information is provided:

 

Employment contract

Supplementary pension scheme

Indemnities or benefits actually or potentially due upon termination or change of duties

Indemnities relating to non-compete
clause

 

Yes

No

Yes

No

Yes

No

Yes

Eric Hémar

Chairman and CEO

1st appointment in 2010

End of term of office: 2025

 

X

 

X

 

X

 

Christophe Satin

Deputy CEO

1st appointment in 2013

End of term of office: 2025

X(1)

 

 

X

 

X(2)

X

(1) Christophe Satin co-founded ID Logistics in 2001. When he was first appointed in 2010 as representative of Immod, director, he had already been an ID Logistics employee for nine years. His employment contract, which is permanent, contains a three-month notice clause and does not contain any clauses related to specific severance payments. However, his employment contract does entitle him to a pension based on his length of service with the Group.

(2) Effective May 1, 2015, the Company took out a senior executive loss of employment insurance policy for Christophe Satin, which guarantees him 80% of his contractual income for a period of 18 months.

The summary tables below were prepared in accordance with the provisions of AMF Position-Recommendation no. 2021-02. Tables 4, 5, 7 and 9 do not apply to the Company.

a) Remuneration and benefits allocated in respect of 2024 or paid during that year to Mr. Eric Hémar, Chairman and CEO

It is hereby specified that Mr. Eric Hémar receives no remuneration from the Group other than that paid by Comète (acting as lead holding company), as described below.

The table below presents the remuneration or benefits granted in respect of 2024 or paid during the same year to Comète, in which Mr. Eric Hémar, Chairman and Chief Executive Officer of the Company, and his family hold 100% of the capital.

Remuneration allocated in respect of 2024 or paid during that year to Comète

Amount or accounting valuation

Fixed remuneration (paid)

€700,000

Annual variable remuneration (to be paid subject to approval by the 2025 general meeting)

€500,000

Deferred variable cash remuneration

n/a

Exceptional remuneration

n/a

Stock options, performance shares or any other long-term item of remuneration

n/a

Remuneration in respect of directorship

n/a

Valuation of benefits in kind

n/a

Remuneration, indemnities or benefits owed or potentially owed due to the assumption of, resignation from or change in duties or following the exercise thereof

n/a

Contractual remuneration

* see section below on the breakdown of variable remuneration

The table below presents the remuneration and benefits paid or owing in respect of fiscal year 2024 by Comète to Mr. Eric Hémar, Chairman and Chief Executive Officer of the Company.

Remuneration paid or owing by Comète in respect of the fiscal year ended December 31, 2024

Amount or accounting valuation

Fixed remuneration (paid)

€160,000

Annual variable remuneration

n/a

Deferred variable cash remuneration

n/a

Exceptional remuneration

n/a

Stock options, performance shares or any other long-term item of remuneration

n/a

Remuneration in respect of directorship

n/a

Valuation of benefits in kind

n/a

Remuneration, indemnities or benefits owed or potentially owed due to the assumption of, resignation from or change in duties or following the exercise thereof

n/a

Contractual remuneration

Summary of remuneration, options and shares allocated to Comète (acting as lead holding company), a company controlled by Eric Hémar, Chairman and CEO of ID Logistics Group and general manager of Comète (in euros)

2024

2023

Remuneration allocated in respect of the year

€1,200,000

€1,050,000

Valuation of deferred variable remuneration allocated during the year

n/a

n/a

Valuation of stock options granted during the year

n/a

n/a

Valuation of bonus shares

n/a

n/a

TOTAL

€1,200,000

€1,050,000

Summary of the remuneration awarded to Comète (acting as lead holding company), a company controlled by Eric Hémar, Chairman and CEO of ID Logistics Group and general manager of Comète (in euros)

2024

2023

Amount allocated

Amount
paid

Amount allocated

Amount
paid

Fixed remuneration

700,000

700,000

650,000

650,000

Annual variable remuneration

500,000 (1)

400,000

400,000

400,000

Deferred variable remuneration

n/a

n/a

n/a

n/a

Exceptional remuneration

n/a

n/a

n/a

n/a

Remuneration allocated in respect of directorships

n/a

n/a

n/a

n/a

Benefits in kind

n/a

n/a

n/a

n/a

TOTAL

1,200,000

1,100,000

1,050,000

1,050,000

(1) This variable remuneration shall only be paid once approved by the June 3, 2025 general meeting.

In particular, the annual variable portion of Comète’s remuneration in respect of 2024 was determined based on the achievement of the following targets:

Target (1)

% variable
remuneration

Financial targets

60%

Business development and customer retention

20%

CSR policy targets

10%

M&A target identification and policy

10%

Annual variable remuneration approved by the May 30, 2024 general meeting

Annual variable remuneration calculated in respect of 2024

Annual variable remuneration allocated in respect of 2024 (which will be subject to approval by the 2025 general meeting)

(1) The target achievement for quantified criteria is not published for reasons of confidentiality.

For information purposes, the tables below specify remuneration paid by Comète to Eric Hémar in respect of his position as general manager of Comète.

Summary of remuneration, options and shares allocated to Eric Hémar, Chairman and CEO of ID Logistics Group and general manager of Comète

 

2024

2023

Remuneration allocated in respect of the year

160,000

160,000

Valuation of deferred variable remuneration allocated during the year

n/a

n/a

Valuation of stock options granted during the year

n/a

n/a

Valuation of bonus shares

n/a

n/a

Value of other long-term remuneration plans

n/a

n/a

TOTAL

160,000

160,000

Summary of the remuneration paid by Comète (acting as lead holding company), a company controlled by Eric Hémar, Chairman and CEO of ID Logistics Group and general manager of Comète

 

2024

2023

 

Amount allocated

Amount paid

Amount allocated

Amount paid

Fixed remuneration

160,000

160,000

160,000

160,000

Annual variable remuneration

0

0

0

0

Deferred variable remuneration

n/a

n/a

n/a

n/a

Exceptional remuneration

n/a

n/a

n/a

 

Remuneration allocated in respect of directorships

n/a

n/a

n/a

n/a

Benefits in kind

n/a

n/a

n/a

n/a

TOTAL

160,000

160,000

160,000

160,000

It is also specified that the departure of Mr. Hémar would not per se entail the automatic and immediate termination of the services agreements concluded with Comète. Nevertheless, all of these agreements could be terminated by the respective Group companies, subject to a three-month notice period.

The table below sets out the amount of remuneration paid to the Chairman and CEO (as detailed above in the summary of remuneration awarded to Comète) compared to the average and median remuneration paid to Company employees other than corporate officers over the last five years.

 

2020

2021

2022

2023

2024

Annual change in total remuneration paid* during the year to the Chairman and CEO

-27.0%

+87.8%

+1.1%

-8.7%

+4.8%

Annual change in average total remuneration paid during the year to Company employees**

-1.1%

+43.1%

+14.5%

-5.8%

+0.4%

Total remuneration paid* to the Chairman and CEO as a multiple of the average remuneration paid to Company employees**

2.2

3.1

3.1

3.0

2.9

Total remuneration paid* to the Chairman and CEO as a multiple of the median remuneration paid to Company employees**

2.2

4.0

5.4

4.6

4.1

Total remuneration paid* to the Chairman and CEO as a multiple of the French minimum wage (SMIC)

22.6

42.0

40.2

34.1

35.7

Performance of the Company

Consolidated revenues

Consolidated EBIT

+7.1%

+12.0%

+16.3%

+25.0%

+31.9%

+48.7%

+10.7%

+16.3%

+19.1%

+17.5%

* Calculated in gross equivalent excluding social security charges for comparison purposes: The calculation uses the gross remuneration amounts paid to employees before employer social security charges. The amounts paid to Comète in the form of fees are not subject to social security charges and therefore correspond to the total cost for the Company. To make these two amounts comparable, the fees paid to Comète used for the calculation are reduced by an equivalent amount of employer social security charges to make them comparable to a gross amount before employer social security charges.

** Other than corporate officers.

b) Remuneration and benefits allocated in respect of 2024 or paid during that year to Mr. Christophe Satin, Deputy CEO

The table below presents the remuneration and benefits paid or owing to Mr. Christophe Satin, Deputy Chief Executive Officer, in respect of fiscal year 2024.

Remuneration allocated in respect of 2024 or paid during that year

Amount or accounting valuation

Fixed remuneration (paid)

€500,000

Annual variable remuneration (to be paid subject to approval by the 2025 general meeting)

€400,000

Deferred variable cash remuneration

n/a

Exceptional remuneration

n/a

Stock options, performance shares or any other long-term item of remuneration

n/a

Remuneration in respect of directorship

n/a

Valuation of benefits in kind

€5,000

Remuneration, indemnities or benefits owed or potentially owed due to the assumption of, resignation from or change in duties or following the exercise thereof

n/a

Contractual remuneration

n/a

* see section below on the breakdown of variable remuneration.

Summary of remuneration, options and shares allocated to Christophe Satin, Deputy CEO of ID Logistics Group (in euros)

 

2024

2023

Remuneration allocated in respect of the year

900,000

800,000

Valuation of deferred variable remuneration allocated during the year

n/a

n/a

Valuation of stock options granted during the year

n/a

n/a

Valuation of bonus shares

n/a

n/a

Value of other long-term remuneration plans

n/a

n/a

TOTAL

900,000

800,000

Summary table of remuneration paid to Christophe Satin, Deputy CEO of ID Logistics Group (in euros)

 

2024

2023

 

Amount allocated

Amount
paid

Amount allocated

Amount
paid

Fixed remuneration

500,000

500,000

500,000

500,000

Annual variable remuneration

400,000(1)

300,000

300,000

300,000

Deferred variable remuneration

n/a

n/a

n/a

n/a

Exceptional remuneration

n/a

n/a

n/a

n/a

Remuneration awarded for directorships

n/a

n/a

n/a

n/a

Benefits in kind (2)

3,482

3,482

3,482

3,482

TOTAL

903,482

803,482

803,482

803,482

(1) This variable remuneration shall only be paid once approved by the June 3, 2025 general meeting.

(2) Corresponds to a company vehicle

In particular, the annual variable portion of Christophe Satin’s remuneration in respect of 2024 was determined based on the achievement of the following targets:

Target (1)

% variable
remuneration

Financial targets

60%

Business development and customer retention

20%

CSR policy targets

10%

Reorganization in response to business developments

10%

Annual variable remuneration

100%

Annual variable remuneration calculated in respect of 2024

Annual variable remuneration allocated in respect of 2024 (which will be subject to approval by the 2025 general meeting)

(1) The target achievement for quantified criteria is not published for reasons of confidentiality.

The table below sets out the amount of remuneration paid to the Deputy CEO (as detailed above in the summary of remuneration awarded to Christophe Satin) compared to the average and median remuneration paid to Company employees other than corporate officers over the last five years.

 

2020

2021

2022

2023

2024

Annual change in total remuneration paid during the year to the Deputy CEO

-22.3%

+50.6%

+38.1%

-16.3%

+0.0%

Annual change in average total remuneration paid to Company employees*

-1.1%

+43.1%

+14.5%

-5.8%

+0.4%

Total remuneration paid to the Deputy CEO as a multiple of the average remuneration paid to Company employees*

2.4

2.8

3.8

3.4

3.1

Total remuneration paid to the Deputy CEO as a multiple of the median remuneration paid to Company employees*

2.5

3.5

6.5

5.2

4.3

Total remuneration paid to the Deputy CEO as a multiple of the French minimum wage (SMIC)

25.0

37.3

48.6

38.6

37.8

Performance of the Company

Consolidated revenues

Consolidated EBIT

+7.1%

+12.0%

+16.3%

+25.0%

+31.9%

+48.7%

+10.7%

+16.3%

+19.1%

+17.5%

* Other than corporate officers.

c) Bonus shares allocated to each corporate officer

Corporate officer

Plan no. and date

Number of bonus shares allocated during the year

Value of shares at allocation date price

Vesting date

End of lock-in period

Performance criteria

Christophe Satin,
Deputy CEO

Plan 2023-T

8/30/2023

13,000

€3,146,000

8/31/2028

8/31/2028

(1)

Total

13,000

€3,146,000

 

 

 

(1) Continued employment of the beneficiary and achievement of revenue and EBIT criteria for 2022-2026. Quantified criteria levels are not published for reasons of confidentiality.

d) Remuneration paid to non-executive corporate officers of the Company

The May 31, 2022 general meeting set the total amount of remuneration to be paid to Board members in respect of their appointments at €150,000 per fiscal year with effect from fiscal 2022 (until decided otherwise). The Board of Directors pays each director a fixed 50% portion of this amount (pro rata temporis depending on the start or end date of the term of office, as the case may be) taking any committee membership into account, and a variable 50% portion in accordance with the attendance rate at Board meetings during the year.

In respect of fiscal year 2023, the Company awarded remuneration in respect of directorships for a total gross amount of €136,785, no remuneration having been awarded to Eric Hémar, Christophe Satin, Jesus Hernandez or Malgorzata Hornig.

In respect of fiscal year 2024, the Company awarded remuneration in respect of directorships for a total gross amount of €137,250, no remuneration having been awarded to Eric Hémar, Christophe Satin, Jesus Hernandez or Malgorzata Hornig.

Non-executive corporate officers

Gross amounts allocated in respect of fiscal year 2024

Gross amounts paid during fiscal 2024 in respect of fiscal 2023

Gross amounts allocated in respect of fiscal year 2023

Gross amounts paid during fiscal 2023 in respect of fiscal 2022

Michel Clair

 

 

Remuneration in respect of directorship

€33,000

€33,000

€33,000

€33,000

Other remuneration

-

-

-

-

Hervé Montjotin

Remuneration in respect of directorship

€26,250

€25,785

€25,785

€27,642

Other remuneration

-

-

-

-

Eléonore Ladreit de Lacharrière

Remuneration in respect of directorship

€26,000

€26,000

€26,000

€26,000

Other remuneration

-

-

-

-

Gérard Lavinay

Remuneration in respect of directorship

€26,000

€26,000

€26,000

€26,000

Other remuneration

-

-

-

-

Marie-Aude Hémar (Comète representative)

Remuneration in respect of directorship

€26,000

€26,000

€26,000

€26,000

Other remuneration

-

-

-

-

Malgorzata Hornig (director since October 24, 2022)

Remuneration in respect of directorship

-

-

-

-

Other remuneration

(1)

(1)

(1)

(1)

Carine Mosnier (employee representative director since August 31, 2022)

Remuneration in respect of directorship

-

-

-

-

Other remuneration

(1)

(1)

(1)

(1)

(1) Ms. Malgorzata Hornig and Ms. Carine Mosnier receive remuneration as employees, the amount of which is not disclosed.

With the exception of the remuneration described above, the Company does not owe and did not pay any fees to Immod or Comète for their duties as directors in respect of fiscal 2023 and 2024, or to Ms. Marie-Aude Hémar, permanent representative of Comète on the Company’s Board of Directors.

3.1.6Contracts with corporate officers or a shareholder holding more than 10% of the voting rights in the Company

As of December 31, 2024, there were three indirect services agreements between Eric Hémar and the ID Logistics group via Comète. These agreements have an unlimited term with a three-month notice period and are subject to the following financial terms and conditions for 2024:

Company

Purpose

Fixed portion
paid in 2024*

(€)

Variable portion
paid in 2024

(€)

Variable portion
allocated in respect of 2024*

(€)

ID Logistics Group SA

General management, team management and strategic oversight, notably abroad

221,000

350,000

450,000

ID Logistics France SAS

Business development, human resources management

431,000

50,000

50,000

La Flèche SAS

Corporate relations, professional organizations, business development

48,000

-

-

Total

 

700,000

400,000

500,000

(*) The fixed portion is billed monthly and payable within 30 days.

(**) The variable portion is billed the following year after approval of the amount by the general meeting, subject to the payment terms applicable to the fixed portion. The variable portion for 2024 shall only be paid once approved by the June 3, 2025 general meeting.

There is also a management agreement between ID Logistics Group and Comète, pursuant to which Comète manages the Group and provides assistance in the performance of management services to the Group’s direct and indirect subsidiaries. No consideration is awarded under this agreement.

See also the statutory auditors’ special report in section 4.10.3 as well as Note 26 to the consolidated financial statements.

3.1.7Evaluation procedure for ordinary agreements

The Audit Committee and the Board of Directors assess ordinary agreements entered into or renewed by the Company on a regular basis and at least once a year in order to ensure that they relate to ordinary transactions entered into on arm’s length terms. They base their judgments on information provided by the Company’s legal department, helped where appropriate by the finance department, which meets at least annually to review ongoing agreements made or renewed during the fiscal year and the criteria for classification and terms and conditions of these agreements. Persons with a direct or indirect interest in any of these agreements can contribute to the discussions of the Audit Committee and Board of Directors but not participate in the assessment.

3.1.8Shareholder participation in general meetings

Detailed information regarding the specific conditions relating to shareholder participation in general meetings is provided in Article 20 et seq. of the Company bylaws. Any shareholder, irrespective of the number of shares held, is entitled to participate in general meetings upon proof of identity, subject to registration in a securities account prior to midnight (Paris time) on the second business day preceding the meeting, either in the registered share accounts kept by the Company, or in the bearer securities account kept by the authorized intermediary.

3.1.9Items liable to have an impact in the event of a public takeover bid

In application of Article L. 22-10-11 of the French Commercial Code, we wish to specify the following points liable to have an impact in the event of a public takeover bid:

The capital structure, the direct or indirect equity investments known to the Company and all relevant details are described under section 3.1.1 of the Universal Registration Document, “Capital stock”.

There is no restriction in the bylaws on the exercise of voting rights except for the cancellation of voting rights, which one or more shareholders may request, if a shareholder has failed to declare having crossed a shareholding threshold provided for in the bylaws.

There is no restriction in the bylaws on share transfers, with the exception of the shareholder agreement described in section 3.1.1 h) of the Universal Registration Document, “Control of the Company”.

To the Company’s knowledge, there are no agreements or commitments between shareholders other than those described in section 3.1.1 h) of the Universal Registration Document, “Control of the Company”.

There are no shares granting holders special control. However, a double voting right is conferred upon shares which can be proved to have been registered in the name of the same shareholder for at least four years.

The appointment and dismissal of members of the Board of Directors are governed by statutory provisions and Articles 12 to 17 of the bylaws.

With respect to the powers of the Board of Directors, current authorizations are set out in the table of powers to increase capital stock under section 3.1.1 e) of the Universal Registration Document, “Authorized capital”. The Board of Directors’ share buyback powers are described under section 6.2 “Treasury stock - Description of the share buyback program”.

Changes to the Company bylaws are made in accordance with statutory and regulatory provisions.

The voting rights attached to ID Logistics shares held by staff via the ID Logistics Group employee equity mutual fund (FCPE) are exercised by a representative authorized by the fund’s supervisory board to represent the holders in general meetings.

There are no special agreements providing for indemnification if Board members or employees resign, are made redundant without actual and serious cause or if their employment is terminated due to a public takeover bid.

The loan agreement and revolving credit facility contracted in 2024 by ID Logistics to refinance existing acquisition loans will be canceled and all or part of the outstanding balance (€335 million excluding interest at December 31, 2024) may immediately fall due in the event of a change in control or delisting of the Company share.

3.2Internal control and risk management procedures

The Company relies on the AMF’s reference manual and guidelines for small and mid caps published in January 2007 and updated in July 2010 to establish its internal control manual and to structure its approach.

The internal control system covers all companies under the Group’s control and included in the Group consolidation. Internal controls are tailored to the specific features of every consolidated company and take into account the relations between the Company and its subsidiaries.

However well the risk management and internal control procedures are designed and applied, they cannot provide an absolute guarantee of the Company’s achievement of its objectives, which may partly depend on factors beyond the Company’s control. Indeed, there are inherent limitations to any system and procedures in view of factors such as uncertainties in the outside world, use of judgment or flaws that can occur due to technical failures or human or other errors.

a) General principles of risk management

A risk is the possibility of the occurrence of an event, the consequences of which could harm the Company’s human resources, assets, environment, objectives or reputation.

Risk management consists of a set of appropriate resources, behaviors, procedures and actions defined and implemented by the Company. Risk management aims to identify and analyze the major risks faced by the Company. Risks exceeding limits considered acceptable are dealt with in an appropriate manner. In this context, the Company may implement action plans involving the introduction of appropriate procedures and controls as well as specific insurance programs if applicable.

The objectives of risk management are as follows:

Make the Company’s decision-making and strategic and operational procedures secure with a view to promoting its objectives by taking an objective overview of potential threats and opportunities, resulting in an appropriate risk-taking approach and adequate allocation of human, technical and financial resources;

Safeguard and enhance the Company’s value, assets and reputation by identifying and analyzing key threats and opportunities so that risks may be anticipated;

Ensure that the Company’s actions are consistent with its values;

Rally the Company’s employees behind a shared vision of the main risks and promote awareness of the challenges and risks related to their job.

Consistent with these objectives, the risk management system is based on:

an organizational system;

persons involved in internal control;

a reference manual;

formal periodic review of the principal risks facing the Group;

a code of ethics.

Any financial risks associated with climate change and the measures taken by the Company to reduce its carbon footprint in all aspects of its business are described in the Sustainability Report set out in chapter 5 of the Universal Registration Document.

b) General principles of internal control

The internal control procedures are based on the risk management system and are designed to identify the main risks and issues requiring control. The procedures include appropriate controls and ensure the efficiency thereof.

They cover a set of resources, behaviors, procedures and actions tailored to the specific features of each subsidiary and the Group as a whole, which:

promote control over the business, the efficiency of its operations as well as the effective use of resources,

and must allow the Group to appropriately take into account major operational, financial and compliance risks.

The internal control procedures are specifically intended to ensure:

compliance with laws and regulations in force,

compliance with instructions and guidelines laid down by senior management or the Board of Directors,

the proper functioning of Company in-house procedures, including those designed to safeguard its assets,

accurate accounting and financial data.

By helping to prevent and control the risk of the Company not achieving its objectives, internal control plays a key role in the conduct and control of the Group’s various businesses. In this context, the Company has adopted a dynamic approach to adapt its internal control procedures to the nature and development of its activities.

The Group internal control procedures are primarily based on its organization, its capacity to disseminate information quickly and its targeted human resources policy.

The Group’s organizational structure constitutes the underlying internal control environment.

Board of Directors

The Board of Directors discusses the key issues facing the Group and decides on major strategies. Through its Rules of Procedure, Audit Committee and ongoing control over Group management, the Board ensures that internal controls function correctly throughout the Group.

Senior management and Executive Committee

The Chairman and CEO has overall operational and functional responsibility to implement the Board of Directors’ approved strategy across all Group businesses. He is specifically responsible for the effective implementation of internal controls within the Group.

The Chairman and CEO is assisted in his duties by the Deputy CEO and by an Executive Committee whose members are appointed by the Chairman and the Deputy CEO. As of the Universal Registration Document Date, the Executive Committee comprised the Chief Financial Officer, the Chief Development and Innovation Officer and the Chief Operating Officer.

Executive Committee members are responsible for setting up and monitoring internal control systems in their respective areas of responsibility.

International Committee

The International Committee comprises the members of the Executive Committee, the directors of the 18 countries where the Group operates and some Group directors who are not members of the Executive Committee.

The International Committee is designed to be a forum for the exchange and communication of information between its members. The Committee ensures that Group strategy and the operational policies derived from it, including internal control matters, have been properly implemented.

Operating divisions and functional departments

In view of the Group’s highly decentralized structure, the general managers of every business have the necessary powers to organize, direct and manage the operations and functions for which they are responsible, and to delegate authority likewise to the managers who report to them.

Each division is responsible for adopting internal controls in line with both its organization and Group policies and rules.

The Group’s lean management style and the regular financial, operational, HR and sales reporting ensure that information is rapidly and directly distributed. The Group has also introduced in-house communication systems including intranet, a staff journal, plasma screens, etc., which help to spread a culture of internal control.

Finally, the human resources function fully adheres to internal control procedures:

on staff recruitment by ensuring appropriate skills in line with the responsibilities of the position and an awareness of Group policies and values;

through an ongoing training program;

through annual performance reviews.

c) Internal control relating to the preparation and processing of financial information

As part of the Company’s overall internal control system described above, the Group finance department is specifically responsible for accounting and financial internal controls which help to ensure that accounting and financial information is accurate and in compliance. The system functions as follows:

Organization

Accounting is centralized for all activities in France. While each country has its own accounting department so as to comply with local rules for statutory accounts, taxation and administrative declarations, as in France, it is centralized and supplier invoices and payments are made directly from the head office of the subsidiaries concerned.

The consolidation is performed within the Group finance department. Consolidation instructions and a reporting timetable are sent out at the beginning of every year. Standard consolidation packages are used by the various subsidiaries. Currency conversions and IFRS adjustments are primarily performed within the corporate consolidation department, which constantly checks accounting standards and, where necessary, adjusts the procedure and data reported by the subsidiaries.

All reporting and analysis by site and by country is centralized with the Group management accounting department, which prepares all reports that, after review by the Group finance department, are issued to senior management.

Treasury is centralized for all activities in France. Furthermore, a cash pooling system has been set up with certain countries, covering 86% of available cash at December 31, 2024. All borrowings, including outside France, are approved and centralized with the Group finance department.

Financial communications are centralized under the direct responsibility of the Chairman and CEO, the Deputy CEO and the CFO, who are the only people entitled to communicate Group financial data to outsiders. They prepare all financial press releases, which are published via a licensed broadcaster, the Group website and a PR agency.

This organization is regularly reviewed and the employees involved are subject to an annual performance review. Training plans are put in place in order to maintain skills in line with Group requirements. The Group finance department participates in and approves the recruitment of chief financial officers of foreign subsidiaries. New foreign CFOs spend two weeks in induction training at the Group head office in France.

Systems and procedures

Financial information is prepared on integrated systems: the SAP ERP system covers accounting for the Group’s main entities, which together account for 91% of consolidated revenues, and management reporting for all Group business units worldwide. All users, including foreign CFOs and financial controllers, are trained in using this ERP system and the procedures are distributed. The budget is also prepared in this system in order to facilitate comparisons and analysis.

Controlling

Management reports are regularly prepared and reported:

on a weekly basis showing margin per warehouse;

on a monthly basis including cut-off entries per site and overhead costs per country.

These monthly reports are backed up by an accounting closure which supplements these analyses with details concerning net income, cash flows, DSO and the balance sheet for each legal entity.

The monthly reports and financial results are discussed by Group finance department staff every month with every subsidiary before being presented to senior management.

Monthly scoreboards showing these financial indicators alongside operational indicators (e.g. volumes handled, hours worked, load ratio, hourly rate, etc.) and human resources indicators (e.g. temporary staff rate, accident rates, absenteeism, etc.) are sent to senior management. Variances vs. budget and prior year are explained and analyzed.

Real-time productivity reports per site (number of packages prepared, resources) are available on an ongoing basis.

The Group finance department performs a weekly cash review highlighting changes in cash balances over the previous week and a cash flow forecast for the following 5 weeks.

In addition to these various reports, a full-year projected Group cash flow statement and income statement are prepared every month based on forecasts received from all subsidiaries. These forecasts are presented and discussed with senior management, who subsequently take corrective action required to maintain estimated results in line with in-house budgets.

Finally, once a year, a three-year plan is prepared and presented to senior management per site and per country. These presentations lead to in-depth discussions on the financial results of the current year and the next three years, as well as on operational matters in order to anticipate their potential financial consequences: customer satisfaction surveys, HR statistics (industrial accidents, absenteeism, employment of disabled persons, etc.), identification of high-potential managers, review of staff morale, etc.

3.3Vigilance plan

In application of Law no. 2017-399 dated March 27, 2017 on the vigilance of parent companies and instructing companies, the Chairman of the Board of Directors of the ID Logistics group has adopted this vigilance plan in order to identify the risks and prevent serious breaches of human rights and fundamental freedoms, the health and safety of individuals and the environment.

Furthermore, Article 17 of the French Sapin 2 Act requires the ID Logistics group to implement an anti-corruption plan.

As the requirements and approach of these two laws are similar and complement one another, a joint working group has been set up. The vigilance plan prepared applies to the entire ID Logistics group, which includes all consolidated companies (hereinafter referred to as the “Group”). It presents the overall progress of both plans.

The plan is one of many important parts of the Group’s sustainable development policy, which has been in place for several years and is presented in the annual CSR report. The vigilance law has provided an opportunity to strengthen CSR efforts and, in particular, measures relating to the coordination of suppliers and subcontractors.

The process for drawing up and defining the vigilance plan began in 2017 and continued up until now, covering the whole Group.

In order to prepare this plan, which applies to all ID Logistics group companies, a working group comprising the following department representatives was formed: purchasing, human resources, risk management, legal, compliance, operations.

The current plan was designed based on the initial observations set out in the vigilance law:

Risk mapping

Risk assessment and prevention

Whistleblowing system

Measuring effectiveness

The plan has been regularly supplemented and gradually rolled out across the Group’s subsidiaries since 2022.

3.3.1Identification and assessment of risks generated by ID Logistics’ business

For a number of years, the Group has taken a global approach to managing its risks. The risks identified are classified under seven categories: External & Strategic, Business, Finance, Operational, Legal, Human Resources and IT.

The working group conducted a review of all of these risks with regard to the vigilance law and Sapin 2. Additional risks were identified and existing risks were defined in more detail, through a review of the entire value chain (risks of adverse impacts on individuals and the environment, and not only for the company).

24 specific risks were identified and classified under four categories:

Corruption & Integrity

Human rights and fundamental freedoms

Health and safety

Environment

Area

Examples of risks assessed

Corruption & Integrity

Gifts, donations and sponsorship

Facilitation payments

Conflicts of interest

Collusion with customer or supplier

Goods theft

Human rights

Illegal workers

Compliance with working times

Regulations regarding temporary staff

Harassment and discrimination

Health and Safety

Analysis of accidents at logistics sites

Analysis of road transport accidents

Food hygiene with respect to stored products

Environment

Storage of toxic materials

Building upkeep (sprinklers, etc.)

The risk assessment methodology has been formalized to enable the Group’s various subsidiaries to implement an annual self-assessment campaign:

Gross risk

Gross risk includes the probability of the risk materializing and the impacts of the risk (financial, human and reputational) without taking into account the risk management measures in place.

Risk assessment is based on three criteria:

1.Country vulnerability

Country risk is assessed using two indices:

CPI Transparency International, Corruption Perception Index

Maplecroft, human rights

2.History/Maturity of the subsidiary in the area

Identification and analysis of past incidents (serious accidents, disputes with partners, etc.) as well as the level of the subsidiary’s maturity with regard to ethics: regulatory framework, local code of ethics, local whistleblowing system, etc.

3.Risk factors

Specific factors relating to the organization of the subsidiary, its country of location, the services provided or the nature of the products stored (toxic materials, food/fresh products, etc.).

Net risk

This is the residual risk, i.e. the gross risk after taking into account control measures in place (procedures, checks, audits).

The net risk assessment determines the actions to be carried out:

Danger zone: mandatory implementation of an action plan by local management to reduce the risks and monitor progress at Group level.

Vigilance zone: audit/checks of control systems in place at Group level.

Comfort zone: local risk monitoring.

The risk matrix and associated methodology are formalized and distributed by the Group risk management department.

The Ethics & Compliance Officers (usually the CFO and HRD) at each subsidiary carry out a self-assessment of the subsidiary’s risks, identify the risk management systems in place and draw up an action plan for critical risks.

Subsidiary risk maps were consolidated by the Group risk management department, which made adjustments/decisions.

This consolidation enabled the Group to establish two types of action plan:

actions driven and led by the Group and shared with the subsidiaries,

local actions led by the subsidiaries.

3.3.2Risk assessment and prevention

The risk prevention strategy is based on a series of measures adapted to each area for which the Group is responsible. The main measures are presented below.

Code of Ethics

The Group’s Code of Ethics sets out a set of rules and principles to be applied by all employees. Having been provided to all employees and made available on the Group’s website, it was updated in 2018 to reflect legislative changes (French Sapin 2 Act on the prevention of corruption). All topics covered by the vigilance law and Sapin 2 are included in this code, which has been appended to the internal regulations for French subsidiaries. As part of the induction procedure, the Code of Ethics is automatically sent by email to each new employee. This Code of Ethics is translated and distributed among each of our subsidiaries. In addition to the Code of Ethics, the Group has implemented specific procedures (gifts and invitations, donations and sponsorship, etc.).

Ethics training

The most exposed staff (all head office employees and operations managers in France) receive ethics training in e-learning format. Furthermore, the Group has shared these training materials with the foreign subsidiaries, which have trained their staff via physical courses or e-learning.

This training module has been revised to take into account the requirements of the vigilance/Sapin 2 laws and to make the content more relevant to the risks identified during the risk mapping process (case studies and roleplays). It must enable employees to identify human rights and ethical risks in their day-to-day duties, as well as the areas and activities most at risk, and to acquire the right reflexes.

More specific in-class training sessions are provided to our employees and temporary staff members at our sites, as part of the integration process (covering safety, management and analysis of industrial accidents, PMS, management).

Since 2020, dedicated “responsible procurement” training has also been provided to the Group purchasing department.

ID Logistics Certification (“CID”)

In order to ensure consistent operational quality across all its subsidiaries throughout the world and to mitigate operational risks, the Group has implemented internal certification at all its sites/logistics warehouses.

The framework includes Group and local rules, and involves:

internal audits (conducted by operational staff) and external audits (conducted by an independent third party),

action plans,

a site performance report with an associated grade.

The framework also includes regulatory and safety components that cover vigilance requirements:

Group

Commitment

Checkpoint examples

Safety & Regulations

Staff receive safety training

Monitoring and control of operating authorizations

Handling and posture training (load bearing, electrical authorizations, evacuation, classified sites, etc.)

On-site display of good practices and integration booklets

Safety & Regulations

Employee files are monitored

Verification of documents

Verification of medical exams and other regulatory requirements

Integration process

Safety & Regulations

Industrial accidents are under control

Monitoring and improvement of frequency and severity rates

Accident reports and preliminary analysis sheets

Risk assessment by work unit

Safety & Regulations

The management of the single assessment document is under control

Risk assessment and review by work unit

Safety meeting & and monthly safety inspection

Safety & Regulations

Regulatory aspects are in place

Prevention plan suited to the specific risks relating to subcontractor operations and working environment

Fire safety certificates, driver/operator licenses, etc.

Evacuation drills

Wearing of personal protective equipment

Safety & Regulations

Site security and access are ensured

Audit of security specifications

Known and applied safety protocol

Loading/unloading procedures

Safety & Regulations

Environmental risks are monitored at the sites concerned

Monitoring of authorizations and approvals

Toxic materials management and thresholds

Safety & Regulations

Actions to improve working conditions are underway

Actions and best practices for the design of picking locations, pallet wrapping, use of mobile equipment, etc.

Safety & Regulations

Each site complies with a preventive and regulatory maintenance plan and ensures that the necessary repairs are performed

Follow-up with ID Logistics’ maintenance service providers

Follow-up of controls and audits

Audit of palletizers

Compliance of agreements signed with suppliers and subcontractors

Compliance of nationally approved suppliers

Safety & Regulations

Handling and IT equipment are managed

Verification of regular general inspections

Forklift maintenance

Forklift safety (anti-start system if safety belt is not attached, etc.)

Inventory of IT equipment

Safety & Regulations

Waste management and cleaning are ensured for non-food sites

Waste recycling and monitoring of recycling bill

Specific disposal system for industrial waste

Cleaning checks

Safety & Regulations

The sanitary control of the site is ensured (temperature-controlled warehouse)

Specific training plan

Product safety data sheets

Procedure and training guide for product checks at goods-in and shipment

Safety & Regulations

The sanitary control of the site is ensured (ambient warehouse for food storage)

Specific training plan

Product safety data sheets

Procedure and training guide for product checks at goods-in and shipment

Safety & Regulations

The sanitary control of the site is ensured (mainly non-food ambient warehouse)

Specific training plan

Product safety data sheets

Procedure and training guide for product checks at goods-in and shipment

Purchasing and CSR Charter

The corporate, social, ethical and environmental commitments required by the Group are set out in a supplier code of conduct or in the ID Logistics Purchasing and CSR Charter. The following aspects are covered:

Business ethics and confidentiality.

Anti-corruption measures.

Environmental protection: energy and natural resource consumption, toxic materials management, waste recycling.

Fundamental human rights (compliance with fundamental conventions, anti-discrimination initiatives).

Working conditions (schedules, pay).

Workplace health and safety.

Suppliers are required to adhere to these principles and ensure that all of their subcontractors enforce them throughout their supply chains.

The charter must be signed by all suppliers as well as those participating in calls for tenders launched by the Group.

The Group has signed the “Responsible Supplier Relationship” charter, in which it undertakes to maintain a respectful relationship with all suppliers, to incorporate environmental and social responsibility issues and to ensure the professionalism and ethics of its purchasing department.

Purchasing procedures

Given its decentralized operations across approximately 450 logistics warehouses worldwide, the Group has set up centralized procedures for approving and managing its suppliers.

Major purchasing categories are managed by the Group or subsidiary purchasing department. Operational staff at our sites therefore have limited room for maneuver with suppliers, most of whom are preselected. This is designed to limit all risks relating to collusion and non-compliance with the Group’s commitments.

Calls for tenders are launched at Group or national level for our subsidiaries. Supplier approval is based on a checklist, enabling potential CSR risks to be identified. The choice of supplier and contractual arrangements are approved by Group senior management or by the country manager.

Standard contracts containing specific clauses (related to ethics, audits, etc.) have been drawn up by the Group legal department and circulated to the subsidiaries and sites.

Supplier questionnaire

The most important suppliers in terms of purchasing volumes undergo an assessment/survey conducted by the purchasing department. These surveys help to ascertain internal stakeholders’ (our logistics sites) perception of suppliers.

This assessment covers a number of qualitative criteria, including compliance with commitments imposed by the Group. A section on ethics and corruption has been added to this survey.

Supplier risk mapping

A specific methodology has been set up to assess Group suppliers and implement the necessary actions for high-risk suppliers.

To begin with, Group purchases have been broken down into purchase categories/business activities. These categories are then assessed in relation to four risks:

Ethical risks (corruption, gifts and benefits offered, collusion, etc.)

Human rights risks (child labor, illegal workers, etc.)

Safety risks (work on safety and security facilities at our sites, absence of operating authorizations, etc.)

Environmental risks (transport, storage of toxic materials, etc.)

A risk assessment is carried out at Group level and the most critical purchasing categories are broken down by supplier and subcontractor. Each supplier’s base country is recorded in order to distinguish two types of partners: those that operate in countries that do not present a risk, and those operating in countries that do. At-risk countries are those identified by Verisk Maplecroft.

Operating in a country classified as at-risk is a compounding factor that impacts the initial assessment. A weighting coefficient is also applied to each category based on the amount of expenditure incurred.

Based on this risk assessment, the following actions are taken depending on the supplier and subcontractor risk:

1.Risk-free or low-risk partner:

a. Signing of the Purchasing and CSR Charter.

2.Moderate risk partner:

a. Signing of the Purchasing and CSR Charter.

b. Inclusion of a CSR/ethics clause in the purchase agreement.

3.High-risk partner:

a. Signing of the Purchasing and CSR Charter.

b. Inclusion of a CSR/ethics clause in the purchase agreement.

c. Inclusion of an audit clause in the purchase agreement and on-site audits, if required.

d. Compliance report (country risk, politically exposed persons, sanctions, negative press) generated by an external database for the identification of at-risk counterparties and monitoring of this third party (via alerts). The tool is currently being implemented for the Group’s subsidiaries.

3.3.3Whistleblowing system

The top-down policies for identifying and mitigating the ethical, social and environmental risks described below are combined with bottom-up reporting mechanisms, enabling anyone who observes an at-risk situation to bring it to the Group’s attention.

The Group has set up an internal whistleblowing system to meet the requirements of the Sapin 2 Act regarding corruption, and has extended it to environmental and human rights offenses. The objective is to have a single whistleblowing system for the entire Group. A whistleblowing procedure was thus shared with all our subsidiaries.

The Group’s Code of Ethics refers to the specific internal whistleblowing procedure, which is communicated to employees and stakeholders. The Group whistleblowing system is available for use by third parties. The different types of alerts managed under the whistleblowing system include:

conflicts of interest, corruption and influence-peddling,

discrimination and harassment,

financial and bank fraud,

environmental protection,

workplace health and safety,

non-compliance with laws, regulations or the public interest.

The Group has chosen a dedicated market solution specifically designed to satisfy all regulatory requirements (whistleblowing channel security; management of alert confidentiality, the whistleblower’s identity, the identity of the third parties mentioned in the alert and all information collected as part of the processing of the alert), processing and protection of personal data, protection of whistleblowers and alert facilitators. The system is available both internally and externally. 

The risk management and legal departments are authorized to receive and investigate alerts under strict confidentiality, and to conduct any investigations they may deem necessary.

3.3.4Measuring effectiveness: monitoring the measures implemented and assessing their effectiveness

The ad hoc committee comprising the members of the initial working group is responsible for monitoring the plan and assessing the various tools and actions in place.

There are already indicators used to assess the effectiveness of measures in place. New indicators will be rolled out over time as part of a continuous improvement process for monitoring the system. The full integration of these measures into the internal control systems will also help ensure effective monitoring.

Monitoring ID Logistics Certification ratings (CID)

Our sites all over the world undergo internal and external audits each year to determine compliance with Group standards and best practices.

When the rating is not in compliance, action plans must be implemented and monitored over time.

Whistleblowing alert report

The roll-out of the whistleblowing system at Group level makes it possible to prepare a report on all alerts submitted by employees or third parties.

Internal audits

Internal audits were carried out, in particular on the international subsidiaries, to verify the efficacy of anti-corruption and ethics programs:

Internal audits: control of risk management systems, audit of procurement process, review of accounting records exposed to risk (donations, sponsorships, etc.), audit of access and authorization management.

Audit of specific at-risk suppliers: the Group’s purchasing and risk management departments may be called upon to audit suppliers identified as being at risk. The audit consists of a visit to the head office and production sites as well as interviews based on an audit questionnaire focused on 5 themes (Environment, HR, Quality, Ethics/Corruption, Production/Distribution). These audits are the subject of a report and a progress plan shared and monitored with the supplier. Assessment questionnaires are also sent to the main suppliers.

3.4Statutory auditors

3.4.1Regular statutory auditors

Deloitte et Associés

6 place de la Pyramide – 92908 Paris La Défense Cedex

Represented by Mr. Stéphane Rimbeuf

Deloitte et Associés was reappointed as regular statutory auditor at the May 31, 2022 general meeting for a six-year term ending at the close of the ordinary general meeting called to approve the financial statements for the fiscal year ending December 31, 2027. Deloitte et Associés was first appointed as regular statutory auditor of the Company at the June 21, 2010 general meeting. Deloitte et Associés has been the statutory auditor of the Group’s principal subsidiaries in France and abroad since incorporation. Deloitte et Associés is registered with the Versailles and Centre Institute of Statutory Auditors.

Grant Thornton

Cité Internationale - 44 quai Charles de Gaulle – CS 60095 – 69463 Lyon Cedex 6

Represented by Mr. Helmi Ben Jezia and Mr. Vianney Martin

Grant Thornton was reappointed regular statutory auditor at the May 26, 2020 annual general meeting for a six-year term ending at the close of the ordinary general meeting called to approve the financial statements for the fiscal year ending December 31, 2025. Grant Thornton was first appointed as regular statutory auditor at the May 23, 2018 annual general meeting for the remaining term of its predecessor (i.e. until the May 26, 2020 annual general meeting). Grant Thornton is registered with the Versailles and Centre Institute of Statutory Auditors.

4

Financial statements

4.1General presentation

4.1.1.Key factors that had a material impact on business and earnings

4.1.2.Summary income statement

4.1.3.Alternative performance indicators

4.2Comparison of fiscal years 2024 and 2023

4.3Cash and capital

4.3.1.Group capital, cash and sources of finance

4.3.2.Equity finance

4.3.3.Cash

4.3.4.Debt finance

4.3.5.Restrictions on the use of capital resources

4.3.6.Off-balance sheet commitments

4.4Cash flow

4.5Required sources of finance for the future

4.6Capital expenditure

4.6.1.Main capital expenditure over the last three fiscal years

4.6.2.Principal ongoing or planned capital expenditure

4.6.3.Main capital expenditure planned

4.7Dividend distribution policy

4.7.1.Dividends distributed in the last three fiscal years

4.7.2.Dividend distribution policy

4.8Annual historic financial information

4.8.1.2024 Group consolidated financial statements

4.8.2.Statutory auditors’ report on the 2024 Group consolidated financial statements

4.9Review of results and financial position - parent company financial statements

4.9.1.Comparison of fiscal years 2024 and 2023

4.9.2.2024 parent company financial statements

4.9.3.Statutory auditors’ report on the 2024 Company financial statements

4.9.4.Financial results of the Company for the last 5 years

4.10Transactions with related parties

4.10.1.Transactions with related parties

4.10.2.Statutory auditors’ report on regulated agreements in respect of the year ended December 31, 2024

4.11Date of latest financial information

4.12Material contracts

4.13Information provided by third parties, experts’ declarations and disclosures of self-interest

4.14Trends

4.14.1.Principal trends since the most recent fiscal year-end, December 31, 2024

4.14.2.Known trends, uncertainties, commitment requests or events reasonably likely to impact the Company’s outlook

4.14.3.Profit forecasts or estimates

4.15Court and arbitration proceedings

4.16Significant change in financial or trading position

The reader is invited to read the following information relating to the Group’s financial position and earnings together with the Group consolidated financial statements prepared under IFRS for the years ended December 31, 2024 and 2023 as provided under section 4.8 of the Universal Registration Document, “Annual historic financial information”.

Given that the figures stated in euro millions in the tables and analyses in this chapter have been rounded, the totals shown do not necessarily equal the sum of the individual rounded figures. Similarly, the sum of the percentages that are based on the rounded figures does not necessarily equal 100%.

4.1General presentation

The Company’s consolidated financial statements have been prepared pursuant to IFRS, as adopted by the European Union. The financial statements were approved by the Board of Directors at its March 12, 2025 meeting.

4.1.1Key factors that had a material impact on business and earnings

Development of the Group’s business

The main factor that had a material impact on the Group’s business and earnings was rapid growth and the corresponding increase in revenues.

In the past, most growth in revenues was derived from winning new contracts, which generally came from tender offers that put the main market players in competition with each other.

The start of a new contract involves progressive improvements in productivity due to training and gradual optimization of the staff involved, progressive changes to the site in terms of location of the goods in the warehouse, use of equipment, adaptation of logistical processes (i.e. goods-in, order picking, shipment, quality controls etc.) and the introduction of IT systems. Given these requirements, it can take several months before optimum productivity is reached.

Furthermore, a new contract may be acquired due to the Group establishing a presence in a new country. The burden of additional administrative costs specifically due to establishing a new legal and operational company in the relevant country comes on top of the progressive improvement in the site’s operational productivity.

Driving growth via the launch of new sites can therefore temporarily dampen the Group’s overall earnings, which do not necessarily move in line with changes in revenues.

Changes in contracts in progress

For existing contracts, changes in revenues mostly follow movements in the indices used to establish the contractual price for the services and volumes provided. As such, the state of the economy may have an impact on the indices and volumes themselves, and on the Group’s capacity to successfully carry out commercial negotiations.

Non-renewal of contracts

The non-renewal of a contract results in a loss in Group revenues and, accordingly, earnings.

Volatility of volumes

Revenues, costs and the Group’s operating income are subject to a certain degree of volatility in volumes during a year, month or even week. In order to manage such volatility, based on data provided from customers and knowledge acquired from past contracts, the Group optimizes the fixed and variable resources at its disposal in terms of real estate, equipment and staff.

Changes in production costs

The Group’s operating expenses cover both fixed and variable costs and include the following:

Staff costs, including a fixed part and a variable part (due to temporary employees hired to cope with changes in volumes during the year);

Real estate costs, which are largely fixed, and related overheads including energy, cleaning etc.;

Plant and equipment costs (e.g. IT, forklift trucks etc.) covering rent, maintenance and consumables.

The Group strives to keep its costs variable where possible, notably its real estate, equipment and temporary staff expenses, and constantly reengineers its materials management procedures in order to improve the Group’s margins.

4.1.2Summary income statement

Revenues

Revenues correspond to invoices for services rendered, which cover handling, storage and other services (i.e. management of shipments, transport, co-packing, etc.). Services are invoiced when rendered, generally on a monthly basis.

Revenues are recorded net of value added tax.

Purchases and external charges

Purchases and external charges largely comprise the following items:

Temporary staff costs;

Premises costs including rent, rental charges, repairs and maintenance, security personnel and utilities such as water, electricity and gas, excluding lease liabilities under IFRS 16;

Handling and transport equipment costs on forklifts, tractors, articulated trailers, etc. covering rent, repairs and maintenance, fuel etc. excluding lease liabilities under IFRS 16;

Subcontracting costs;

Other purchases and external charges comprise consumables (e.g. film, labels and packaging), travel expenses, IT costs and administrative costs.

Staff costs

Staff costs cover all expenses related to Group employees including fixed and variable pay, related social security charges, pension accruals and charges, and employee profit share and incentives or the equivalent depending on the country concerned.

Miscellaneous taxes

The ‘Miscellaneous taxes’ line principally relates to tax on salaries, car tax, land tax, C3S social contribution (former ORGANIC contribution) in France and the equivalent depending on the country concerned.

The Group has opted to account for CVAE as a tax on income, while only the part relating to CFE continues to be posted under ’Miscellaneous taxes’.

Other income and expenses

Other income and expenses largely consist of items that cannot be classified under one of the aforementioned categories, such as subsidies, capital gains or losses on sale of fixed assets and accrual write-backs if applicable.

EBIT

EBIT reflects the economic results of operations before non-recurring items (such as restructuring costs) and non-operating items (such as amortization of acquired customer relations).

4.1.3Alternative performance indicators

In addition to the financial indicators presented in the financial statements, the Group tracks the following alternative performance indicators:

Like-for-like change in revenues: this reflects the Group’s organic growth, excluding the impact of:

-changes in consolidation scope: the contribution to revenues of companies acquired during the period and companies sold during the previous period is excluded;

-changes in the applicable accounting principles;

-changes in exchange rates, by calculating revenues for the various periods on the basis of identical exchange rates: published data for the previous period is converted using the exchange rate for the current period.

Underlying EBITDA: underlying operating income (EBIT) before net depreciation, amortization and impairment of PP&E and intangible assets

Net borrowings: gross borrowings plus bank overdrafts less cash and cash equivalents

Net debt: net borrowings plus IFRS 16 lease liabilities

Gearing: net borrowings over consolidated equity

4.2Comparison of fiscal years 2024 and 2023

2024 highlights:

The Group issued 375,000 shares of common stock with a par value of €0.50 each combined with an issue premium of €359.50 per share, representing a capital increase of €135 million. The final completion of the share issue took place on September 9, 2024.

On November 28, 2024, the Group contracted a new syndicated loan for €335 million to replace the previous loans taken out in 2022 and 2023. The Group also negotiated a new €100 million revolving credit facility and a €150 million line of credit for operating capital expenditure. As of December 31, 2024, both of these confirmed facilities were unused.

€m

2024

2023

Revenues

3,271.0

2,747.4

Purchases and external charges

(1,645.8)

(1,357.3)

Staff costs

(1,098.3)

(936.4)

Miscellaneous taxes

(22.1)

(19.4)

Other underlying income (expenses)

2.6

2.9

Net write-backs (increases) to provisions

6.0

(2.5)

Underlying EBITDA

513.5

434.7

Net depreciation/impairment

(365.7)

(308.9)

EBIT before amortization of acquired customer relations

147.8

125.8

Amortization of acquired customer relations

(6.7)

(6.0)

Non-recurring income (expenses)

-

7.1

Net financial items

(67.4)

(54.8)

Corporate income tax

(20.8)

(18.9)

Share of earnings of equity affiliates

1.1

0.7

Total consolidated net income

53.9

53.9

Minority interests

1.1

1.7

Group share

52.8

52.1

Consolidated revenues for the year ended December 31, 2024 amounted to €3,271.0 million, up 19.1% versus 2023 (up 17.2% like-for-like). In accordance with the definition restated in section 4.1.3 “Alternative performance indicators”, the reconciliation between reported and like-for-like revenue data is as follows:

€m

2023

Change in consolidation

Foreign exchange gains or losses

Impact of the application of IAS 29

Like-for-like change

2024

Revenues

2,747.4

+1.9%

-0.0%

+0.0%

+17.2%

3,271.0

Revenues break down as follows:

€m

2024

2023

France

868.1

826.5

Europe (excl. France)

1,575.8

1,287.2

USA

554.2

398.0

Other

272.9

235.7

International

2,402.9

1,920.9

Total revenues

3,271.0

2,747.4

The strong performance in 2024 includes revenues from Spedimex, a company acquired in Poland and consolidated since June 1, 2023. Restated for this change in consolidation scope and a slight currency loss in 2024, like-for-like growth came to 17.2% versus 2023, including:

France

In France (27% of Group revenues), business activity ramped up throughout the year, driven by the numerous new site launches, and generated 5.0% growth for fiscal 2024, including 15.0% growth in Q4.

International

In Europe excluding France (48% of Group revenues), growth was sustained at 16.8% like-for-like, mainly bolstered by Poland, Spain and the first full year of business activity in the United Kingdom (launched in 2023);

In the United States (17% of Group revenues), momentum remained very strong with like-for-like revenue growth of 39.3%, reflecting the region’s high potential;

In the other countries (8% of Group revenues), growth came to 24.9% like-for-like thanks to a significant price effect in Argentina and the launch of new sites in Brazil.

2024 saw the Group launch 26 new contracts, compared to 22 in 2023.

2024 purchases and external charges amounted to €1,645.8 million, up from €1,357.3 million in 2023 and representing a greater proportion of revenues (50.3% in 2024 versus 49.4% in 2023), mainly due to the increase in temporary staff costs in connection with the numerous launches in 2024 and strong levels of consumer purchasing, particularly during the second half.

Staff costs totaled €1,098.3 million, up from €936.4 million in 2023 and down slightly as a percentage of revenues (33.6% in 2024 versus 34.1% in 2023). The relative decrease counterbalances the aforementioned increased use of temporary staff.

Miscellaneous taxes amounted to 0.7% of revenues, comparable to 2023.

As in 2023, other income and expenses broke even in 2024.

2024 net provision write-backs amounted to €6.0 million, compared to net provision charges of €2.5 million in 2023. Provisions were mainly used to cover corresponding expenses classified as external expenses or staff costs.

Accordingly, 2024 underlying EBITDA came to €513.5 million, up from €434.7 million in 2023. The underlying EBITDA margin over revenues was stable at 15.7%, compared to 15.8% in 2023.

Depreciation, amortization and impairment charges increased from €308.9 million in 2023 to €365.7 million and represented 11.2% of 2024 revenues, comparable to 2023.

As a result of the foregoing items, 2024 EBIT before amortization of acquired customer relations came in at €147.8 million, giving an EBIT margin of 4.5%, compared to 2023 EBIT of €125.8 million and a 4.6% EBIT margin. EBIT breaks down as follows:

€m

2024

2023

International

111.4

91.2

EBIT margin (% revenues)

4.6%

4.7%

France

36.4

34.6

EBIT margin (% revenues)

4.2%

4.2%

Total

147.8

125.8

EBIT margin (% revenues)

4.5%

4.6%

International EBIT margin came to 4.6%, a slight dip compared to the previous year (4.7%). This margin was mainly impacted by start-up costs for the various new contracts in 2024, which were almost entirely offset by the increase in productivity under contracts commenced in 2022 and 2023.

In France, the impact of launching new contracts was offset by sound cost management of existing contracts, as a result of which the operating margin was maintained at 4.2% in 2024, as in 2023.

Amortization charges for acquired customer relations rose from €6.0 million in 2023 to €6.7 million due to the full-year impact of Spedimex, a company acquired and consolidated in June 2023.

Non-recurring income of €7.1 million in 2023 corresponded to a provision write-back on the Colisweb earnout payment, as the company failed to meet the relevant performance criteria in 2023.

Financial items amounted to a net expense of €67.4 million in 2024, up €12.6 million from 2023. Net cost of debt included in this item increased from €27.5 million in 2023 to €31.1 million in 2024. Other financial income mainly comprises the portion of financial expense reconstituted on rent paid for warehouses and equipment used (application of IFRS 16) and increased by €9.5 million to €36.2 million, in line with the growth in business.

The 2024 ‘Corporate income tax’ charge includes a business added value tax (“CVAE”) charge of €1.8 million compared to €2.0 million in 2023. Excluding CVAE, the 2024 net tax charge amounted to €19.0 million, representing an effective tax rate of 26.5%, compared to a €16.9 million charge and an effective rate of 24.1% in 2023.

Group share of earnings of equity affiliates amounted to income of €1.1 million in 2024, compared to €0.7 million in 2023.

As a result of the foregoing items, 2024 consolidated net income came in at €53.9 million, stable compared to 2023.

Minority interests decreased between 2023 and 2024, while net income, Group share amounted to €52.8 million, up 1.3% from €52.1 million in 2023.

4.3Cash and capital

Given that the figures stated in euro millions in the tables and analyses in this chapter have been rounded, the totals shown do not necessarily equal the sum of the individual rounded figures. Similarly, the sum of the percentages that are based on the rounded figures does not necessarily equal 100%.

4.3.1Group capital, cash and sources of finance

Group net debt breaks down as follows:

€m

12/31/2024

12/31/2023

Net cash and cash equivalents

314.3

241.8

Loans and borrowings

(428.5)

(523.8)

Net borrowings

(114.2)

(282.0)

IFRS 16 lease liabilities

(1,022.1)

(855.7)

Net debt

(1,136.3)

(1,137.7)

4.3.2Equity finance

Changes in the Company’s capital stock over the last five years are set out in section 3.1.1b) “Change in capital over the last 5 years”.

4.3.3Cash

As of December 31, 2024, Group net cash and cash equivalents amounted to €314.3 million, up from €241.8 million as of December 31, 2023.

€m

12/31/2024

12/31/2023

Cash and cash equivalents

314.3

241.8

Bank overdrafts

-

-

Net cash and cash equivalents

314.3

241.8

Cash and cash equivalents include cash, sight bank deposits, highly liquid money-market investments with initial maturities of up to three months and bank overdrafts. These investments amounted to €24.0 million as of December 31, 2024 and €16.0 million as of December 31, 2023.

4.3.4Debt finance

In addition to using operating cash flows, the Group funds capital expenditure by loans, finance leases and, where necessary, factoring.

These sources of finance are broken down as follows by category:

€m

12/31/2024

12/31/2023

Bank loan

417.9

513.7

Factoring

10.5

10.0

Other

0.1

0.1

Total

428.5

523.8

As of December 31, 2023, bank loans included two acquisition bank loans from 2022 and 2023 with a total balance of €380 million and a €65 million fully drawn revolving credit facility. In 2024, following the repayment of €45 million in accordance with the schedule for the two acquisition loans, ID Logistics refinanced the €335 million balance of both loans via a new loan for the same amount. ID Logistics has also repaid the €65 million revolving credit facility in full. As of 31 December 2024, bank loans include this new loan in the amount of €335 million.

These borrowings are subject to the following bank covenant: as of June 30 and December 31, net borrowings over underlying EBITDA, calculated excluding IFRS 16 impact, must be less than 2.5. As of December 31, 2024, this ratio was in compliance.

Other borrowings mainly related to warehouse plant and equipment (including forklift trucks, information systems, surveillance and access control and other equipment).

At December 31, 2024, the maturities of these borrowings break down as follows:

€m

Due in < 1 year(1)

1 to 5 years

Due in > 5 years

Total

Bank loans

77.4

331.0

9.5

417.9

Factoring

10.5

-

-

10.5

Other

0.1

-

-

0.1

Total gross borrowings

88.0

331.0

9.5

428.5

IFRS 16 lease liabilities

291.3

610.7

120.1

1,022.1

Total gross debt

379.3

941.7

129.6

1,450.6

At December 31, 2024, the breakdown of these borrowings by interest rate and currency is as follows:

€m

Amount

Currency

Rate

Bank loans

335.0

EUR

Floating

Bank loans

51.1

EUR

Fixed

Bank loans

15.5

PLN

Floating

Bank loans

9.2

BRL

Floating

Bank loans

7.1

USD

Fixed

Factoring

10.5

EUR

Floating

Other payables

0.1

EUR

Fixed

Total

428.5

 

 

The €335.0 million bank loan has been hedged via an interest rate cap covering €80 million as of December 31, 2024.

4.3.5Restrictions on the use of capital resources

There are no restrictions on the use of capital resources generated or received by the Company and its subsidiaries.

4.3.6Off-balance sheet commitments

As stated in section 4.3.4 above, the €445.0 million syndicated loan is subject to a bank covenant. Other off-balance sheet commitments granted by the Group are as follows:

€m

12/31/2024

12/31/2023

Parent company guarantees

28.0

27.4

4.4Cash flow

€m

2024

2023

Net income from continuing operations

53.9

53.9

Net depreciation, impairment and provisions

366.5

317.4

Change in working capital

(6.2)

14.8

Other changes

67.5

43.7

Net cash flow from operating activities

481.7

429.8

Net capital expenditure

(91.3)

(72.9)

Acquisition of subsidiaries

-

(26.4)

Net cash flow from investing activities

(91.3)

(99.3)

Net financial expenses on financing activities

(31.2)

(27.4)

Net borrowings taken out (repaid)

(93.8)

29.3

Repayment of IFRS 16 lease liabilities

(316.3)

(269.2)

(Purchase) sale of treasury shares

(6.7)

(5.4)

Capital increase after costs

132.6

-

Non-Group dividends distributed

(0.7)

(0.6)

Net cash flow from financing activities

(316.2)

(273.4)

Exchange gains (losses)

(1.7)

1.0

Change in net cash and cash equivalents

72.5

58.2

Opening net cash and cash equivalents

241.8

183.6

Closing net cash and cash equivalents

314.3

241.8

Net cash flow from operating activities

2024 net cash flow from operating activities amounted to €481.7 million, up from €429.8 million in 2023.

Before change in working capital, 2024 operating cash flow amounted to €487.9 million versus €415.0 million in 2023. This €72.9 million increase is in line with the improvement in underlying EBITDA compared to 2023.

The change in working capital represented a €6.2 million cash outflow in 2024 compared to a €14.8 million inflow in 2023:

-Operating working capital (trade receivables and payables) decreased by around 1 day to 12 days sales as of December 31, 2024;

-Non-operating working capital (tax and social security payables and other receivables and payables) represents an inflow that fell by 2 days sales between 2023 and 2024;

-Overall working capital fell by 1 day of sales between 2023 and 2024.

Net cash flow from investing activities

2024 net cash flow from investing activities represented a net outflow of €91.3 million, compared to €99.3 million in 2023. This breaks down as follows:

In 2023, the Group acquired Spedimex in Poland, partly paid in cash for €19.7 million net of cash acquired. The Group also paid a €6.7 million earnout on Colisweb in respect of the company’s 2022 performance.

Adjusted for these non-operating investments, 2024 net capital expenditure amounted to €91.3 million, compared to €72.9 million in 2023. As in previous years, this mainly comprises capital expenditure on hardware and equipment for new sites launched. Operating capital expenditure amounted to 2.8% of revenues in 2024 versus 2.7% in 2023.

Net cash flow from financing activities

Net cash flow from financing activities amounted to a €273.4 million outflow compared to a €5.3 million outflow in 2023.

In 2024, ID Logistics carried out a share issue without shareholders’ preferential subscription rights via an accelerated bookbuilding process at a price of €360 per share, representing a gross amount of €135 million. The total amount net of costs came to €132.6 million.

In 2024, following the repayment of €45 million in accordance with the schedule for the 2022 and 2023 acquisition loans, ID Logistics refinanced the €335 million balance of both loans via a new loan for the same amount. ID Logistics has also repaid the €65 million revolving credit facility in full. In total, these operations resulted in a €445 million debt repayment and a new debt issue of €335 million, accounting for the majority of the changes in borrowings in 2024.

As a reminder, in 2023, the Group repaid €20 million in accordance with the 2022 acquisition loan schedule. The Group also used the €65 million revolving credit facility, mainly to finance the Spedimex acquisition.

IFRS 16 lease liability payments, i.e. warehouse lease payments and payments for rented handling and IT equipment, amounted to €316.3 million in 2024 compared to €269.2 million in 2023. This increase is in line with the increase in revenues and the resources leased as a consequence.

Other changes were related to treasury share transactions under the liquidity contract, share repurchases to cover share allocation plans, and dividend payments to minority shareholders of some subsidiaries.

In total, after exchange gains and losses, the Group posted a €72.5 million net cash inflow in 2024, compared to a net inflow of €58.2 million in 2023.

4.5Required sources of finance for the future

Group management therefore considers that operating cash flows and available sources of finance as described under section 4.3.4 of the Universal Registration Document, “Debt finance”, are sufficient to fund the Group’s business.

4.6Capital expenditure

4.6.1Main capital expenditure over the last three fiscal years

Capital expenditure over the last three years excluding subsidiary acquisitions and lease commitments breaks down as follows:

€m

2024

2023

2022

Intangible assets

5.8

4.2

5.5

Property, plant and equipment

91.1

70.8

62.0

Total

96.9

75.0

67.6

These assets relate to ordinary operations including storage equipment, forklift trucks, transport equipment, information systems, computer hardware, electronic access and surveillance material and equipment. This capital expenditure is usually made at the start of a new contract.

4.6.2Principal ongoing or planned capital expenditure

As of the Universal Registration Document Date, ID Logistics is pursuing its capital expenditure program in relation to new site launches at levels comparable to previous years, as explained in section 4.6.1 above.

4.6.3Main capital expenditure planned

As of the Universal Registration Document Date, the Company’s senior management have not adopted any firm commitments regarding major capital expenditure.

4.7Dividend distribution policy

4.7.1Dividends distributed in the last three fiscal years

None

4.7.2Dividend distribution policy

In view of the Group’s growth strategy, which covers both organic growth and mergers and acquisitions, Group management is not planning to make any short-term commitments regarding dividend distribution policy.

However, the Company’s Board of Directors will regularly review opportunities to pay out a dividend taking account of the general state of the economic environment, the specific state of its business sector, the Group’s earnings and financial position, the interests of the shareholders and any other factors it deems to be relevant.

4.8Annual historic financial information

4.8.12024 Group consolidated financial statements

CONSOLIDATED INCOME STATEMENT

(€000)

Notes

2024

2023

Revenues

3,271,004

2,747,425

Purchases and external charges

(1,645,754)

(1,357,291)

Staff costs

(1,098,273)

(936,430)

Miscellaneous taxes

(22,096)

(19,417)

Other underlying income (expenses)

18

2,661

2,866

Net (increases) write-backs to provisions

19

5,958

(2,497)

Net depreciation/impairment

20

(365,722)

(308,906)

EBIT before amortization of customer relations

147,778

125,750

Amortization of acquired customer relations

(6,714)

(5,978)

Non-recurring income (expenses)

21

-

7,071

Operating income

141,064

126,843

Financial income

22

6,435

6,745

Financial expenses

22

(73,881)

(61,514)

Group income before tax

73,618

72,074

Corporate income tax

23

(20,817)

(18,935)

Share of earnings of equity affiliates

5

1,118

730

Total consolidated net income

53,919

53,869

Minority interests

1,090

1,728

Group share

52,829

52,141

Earnings per share, Group share

• Basic EPS (€)

24

8.40

8.77

• Diluted EPS (€)

24

7.86

8.21

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(€000)

2024

2023

Total consolidated net income

53,919

53,869

Post-tax pension provision discounting income (charge)

127

(2,875)

Other comprehensive income not reclassified to the income statement

127

(2,875)

Post-tax exchange differences

20,662

(11,020)

Other post-tax items

4,197

1,794

Other comprehensive income that may be transferred to the income statement

24,859

(9,226)

Total gains and losses posted to shareholders’ equity net of tax

24,986

(12,101)

Comprehensive net income

78,905

41,768

Minority interests

847

(1,345)

Group share

78,058

43,113

CONSOLIDATED BALANCE SHEET

(€000)

Notes

12/31/2024

12/31/2023

Goodwill

1-4

550,395

532,913

Intangible assets

1

53,331

57,786

Property, plant and equipment

2

238,396

212,915

Right-of-use assets - IFRS 16

3

990,610

837,892

Investments in equity affiliates

5

2,908

2,554

Other non-current financial assets

6

19,296

18,582

Deferred tax assets

13

12,511

13,310

Non-current assets

1,867,447

1,675,952

Inventories

1,290

1,638

Trade receivables

7

621,233

520,802

Other receivables

7

135,806

112,152

Other current financial assets

6

42,240

36,840

Cash and cash equivalents

8

314,314

241,809

Current assets

1,114,883

913,241

Total assets

2,982,330

2,589,193

Capital stock

9

3,274

3,087

Additional paid-in capital

9

325,982

193,618

Exchange differences

8,009

(12,895)

Consolidated reserves

230,173

175,980

Net income for the year

52,829

52,141

Shareholders’ equity, Group share

620,267

411,931

Minority interests

1,782

1,636

Shareholders’ equity

622,049

413,567

Borrowings (due in over 1 yr)

10

340,466

370,874

Lease liabilities (due in over 1 yr) - IFRS 16

11

730,838

617,903

Long-term provisions

12-17

18,791

17,794

Deferred tax liabilities

13

8,303

4,290

Non-current liabilities

1,098,398

1,010,861

Short-term provisions

12

29,120

35,461

Borrowings (due in less than 1 yr)

10

88,023

152,889

Lease liabilities (due in less than 1 yr) - IFRS 16

11

291,292

237,827

Bank overdrafts

8

1

-

Trade payables

14

496,471

416,572

Other payables

14

356,976

322,016

Current liabilities

1,261,883

1,164,765

Total liabilities and shareholders’ equity

2,982,330

2,589,193

CONSOLIDATED STATEMENT OF CASH FLOWS

(€000)

Note

2024

2023

Net income from continuing operations

53,919

53,869

Net depreciation, impairment and provisions

366,478

317,381

Share of undistributed earnings of equity affiliates

5

(354)

34

Capital gains or losses on the sale of fixed assets

1,610

2,142

Change in working capital

(6,155)

14,774

Net cash flows from operating activities after net cost of debt and tax

415,498

388,200

Corporate income tax

23

20,817

18,935

Acquisition costs

-

203

Net financial expenses on financing activities

22

66,558

54,184

Net cash flows from operating activities before net cost of debt and tax

502,873

461,522

Tax paid

(21,179)

(31,756)

Net cash flow from operating activities

481,694

429,766

Purchase of intangible assets and PP&E

1-2

(96,887)

(74,926)

Purchase of subsidiaries net of cash acquired

-

(26,147)

Acquisition costs

-

(203)

Sale of intangible assets and PP&E

1-2

5,554

2,013

Net cash flow from investing activities

(91,333)

(99,263)

Net financial expenses on financing activities

22

(31,183)

(27,414)

Net loans received

10

397,919

298,477

Loan repayments

10

(491,747)

(269,154)

Lease liability repayments

(316,346)

(269,226)

(Purchase) sale of treasury shares

(6,677)

(5,372)

Minority interest dividends distributed by subsidiaries

(701)

(671)

Share issue

9

132,551

-

Net cash flow from financing activities

(316,184)

(273,360)

Exchange gains (losses)

(1,673)

1,023

Change in net cash and cash equivalents

72,504

58,166

Opening net cash and cash equivalents

8

241,809

183,643

Closing net cash and cash equivalents

8

314,313

241,809

CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

(€000)

Capital stock

Additional paid-in capital

Consolidation reserves

Exchange differences

Shareholders’ equity, Group share

Minority interests

Total consolidated shareholders’ equity

January 1, 2023

2,843

57,241

252,722

(4,948)

307,858

16,796

324,654

2023 net income

-

-

52,141

-

52,141

1,728

53,869

Other items of comprehensive income

-

-

(1,081)

(7,947)

(9,028)

(3,073)

(12,101)

Minority interest dividends distributed by subsidiaries

-

-

-

-

-

(671)

(671)

Treasury shares

-

-

(5,372)

-

(5,372)

-

(5,372)

Share issue

244

136,377

(70,289)

-

66,332

(13,144)

53,188

December 31, 2023

3,087

193,618

228,121

(12,895)

411,931

1,636

413,567

2024 net income

-

-

52,829

0

52,829

1,090

53,919

Other items of comprehensive income

-

-

4,324

20,904

25,228

(242)

24,986

Minority interest dividends distributed by subsidiaries

-

-

-

-

-

(702)

(702)

Treasury shares

-

-

(2,272)

-

(2,272)

-

(2,272)

Share issue

187

132,364

-

-

132,551

-

132,551

December 31, 2024

3,274

325,982

283,002

8,009

620,267

1,782

622,049

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1GENERAL INFORMATION

ID Logistics Group SA is a société anonyme (French corporation) subject to French law with head office located at 55 chemin des Engranauds, Orgon (13660), France. ID Logistics Group SA and its subsidiaries (hereinafter the “Group”) carry out their logistics business in France and 18 other countries.

The Group consolidated financial statements for the year ended December 31, 2024 were approved by the Board of Directors on March 12, 2025. Unless otherwise indicated, they are presented in thousands of euros.

2BASIS FOR THE PREPARATION AND PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

2.1Accounting principles and methods applied

The Group consolidated financial statements for the year ended December 31, 2024 have been prepared in accordance with International Financial Reporting Standards (hereinafter “IFRS”), as adopted in the European Union as of December 31, 2023. International accounting principles cover all standards approved by the International Accounting Standards Board (IASB), i.e. IFRS, International Accounting Standards (IAS) and the interpretations issued by the IFRS Interpretations Committee (IFRS IC).

Said accounting principles can be viewed on the following website: http://ec.europa.eu/finance/company-reporting/index_en.htm

If there are no standards or interpretations applicable to a specific transaction, Group management uses its own judgment to define and apply the accounting principles which result in fair and reliable data so that the financial statements:

give a fair view of the Group’s financial position, earnings and cash flows;

reflect the economic substance of the transactions;

are objective;

are prudent; and

are complete in all significant aspects.

2.2Change in accounting principles

2.2.1New compulsory standards, amendments and interpretations adopted by the European Union for fiscal 2024

The Group has applied all of the standards, amendments and interpretations compulsory for fiscal years beginning on or after January 1, 2024.

2.2.2New standards, amendments and interpretations adopted by the European Union but not compulsory for fiscal 2024

The Group has not applied in advance the non-mandatory standards and amendments for 2024.

The Group is currently analyzing the consequences of the new standards, amendments and interpretations and the impact of their application on the financial statements. It does not expect any material impacts to arise from the application of the new compulsory standards.

2.3Underlying accounting convention

The consolidated financial statements have been prepared pursuant to the historical cost convention, with the exception of certain assets and liabilities in accordance with IFRS rules. The assets and liabilities in question are mentioned in the notes below.

2.4Estimates and judgments

To prepare the accounts, the Group made certain estimates and adopted certain assumptions that it considered reasonable and realistic. The Group reviews its estimates and assumptions on a regular basis to take account of past experience and other factors considered relevant in view of economic conditions. Depending on how these assumptions evolve and on various conditions, the actual amounts or the amounts recorded in future financial statements may differ from the current estimates.

The principal estimates made by the Group to prepare the financial statements relate to the valuation and estimated useful lives of non-current operating assets and goodwill, the valuation of contingency and other operating provisions, the valuation of recorded deferred tax assets and assumptions adopted to calculate employee benefit liabilities.

The potential impacts of climate change are taken into account in the Group’s strategic plan and risk management policy. In preparing the consolidated financial statements, the Group took these impacts into account when reviewing the useful lives of property, plant and equipment (Note 4.5) and carrying out goodwill impairment tests (Note 4.7).

The Group is committed to reducing its CO2 emissions by reducing its energy consumption. This commitment is reflected in particular by the following measures:

Replacement of vehicle fleet (forklifts, trucks, passenger and commercial vehicles, etc.) with cleaner vehicles;

Energy-saving measures in existing warehouses (low-energy lighting, reduction of ambient temperature, etc.);

Selection of warehouses that meet the latest environmental standards for new locations.

2.5Presentation principles

2.5.1Income statement

Pursuant to IAS 1 - Presentation of financial statements, the Group presents the consolidated income statement by nature of expenses.

2.5.2Balance sheet

Pursuant to IAS 1 - Presentation of financial statements, the Group presents the consolidated balance sheet distinguishing between current and non-current assets and between current and non-current liabilities.

The Group’s operating assets, cash and cash equivalents and operating financial assets are all stated as current assets. Deferred tax assets and the other assets are stated as non-current assets.

The Group’s operating liabilities and payables falling due in the next 12 months are stated as current liabilities. Deferred tax liabilities and the other liabilities are stated as non-current liabilities.

3HIGHLIGHTS

The Group issued 375,000 shares of common stock with a par value of €0.50 each combined with an issue premium of €359.50 per share, representing a capital increase of €135 million. The final completion of the share issue took place on September 9, 2024.

On November 28, 2024, the Group contracted a new syndicated loan for €335 million to replace the previous loans taken out in 2022 and 2023. The Group also negotiated a new €100 million revolving credit facility and a €150 million line of credit.

4ACCOUNTING PRINCIPLES AND METHODS

4.1Consolidation principles and scope

The Group consists of the parent company, ID Logistics Group SA, and its subsidiaries, joint ventures and equity affiliates. The list of companies included in the Group consolidation is provided in Note 30. All consolidated companies have the same balance sheet date, December 31.

4.1.1Subsidiaries

The subsidiaries’ financial statements are included in the consolidated financial statements as from the date when control is acquired and until the date such control is lost.

Material transactions, balances and inter-company profits and losses between consolidated companies are eliminated.

4.2Conversion of foreign currencies

4.2.1Operating currency and reporting currency

The accounts are maintained in the operating currency of each Group company, i.e. the currency of the principal economic environment in which it operates, which is generally the local currency.

The consolidated financial statements are stated in euros, which is the operating and reporting currency of ID Logistics Group SA, the consolidating company.

4.2.2Transactions in foreign currencies

Transactions denominated in foreign currencies are converted at the prevailing exchange rate as of the transaction date. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are converted at the closing rate. Exchange gains and losses arising are posted to income.

Exchange differences on monetary assets and liabilities linked to a net investment in foreign subsidiaries are posted to items of other comprehensive income.

4.2.3Conversion of subsidiaries’ financial statements denominated in foreign currencies

Balance sheets of companies whose operating currency is not the euro are converted into euros at the closing rate, while their income statements and cash flow statements are converted into euros at the average rate for the year. The exchange difference arising is posted to shareholders’ equity under “Exchange differences”. If a company is sold or closed, the related cumulative exchange differences in shareholders’ equity are posted to income for the period.

Goodwill is monitored in the currency of the subsidiary concerned.

As the conditions for treating Argentina as a hyperinflationary economy as defined by IFRS are satisfied, the Group applies IAS 29 to its operations in Argentina.

4.3Business combinations, purchases of further equity interests and sales of equity interests

At the acquisition date, the goodwill equals the difference between:

the fair value of the consideration transferred in exchange for control of the company, including any additions to the price, plus the value of the minority interests in the acquired company and, for a business combination performed in steps, plus the fair value at the acquisition date of the purchaser’s previously held investment in the acquired company, with the corresponding revaluation via the income statement; and

the fair value of identifiable assets and liabilities acquired at the acquisition date.

Any purchase price supplements for business combinations are thus valued at fair value at the acquisition date. After the acquisition date, they are measured at fair value through profit or loss, unless the reason for the adjustment is related to a situation existing prior to the acquisition of which the purchaser was not aware. Following a one-year period from the acquisition date, any change in fair value is posted to income.

If the goodwill is negative, it is immediately posted to income.

Costs directly attributable to business combinations are recognized as non-recurring expenses for the period.

If less than 100% control is acquired, IFRS 3 revised gives the option, for any business combination, to recognize goodwill based either on 100% interest or on the percentage interest acquired (without subsequent change in the event of further purchases of equity interests not giving control). Minority interests (non-controlling interests) in the acquired company are similarly valued either at fair value or at the share of net identifiable assets of the company acquired.

Business combinations prior to January 1, 2010 used to be accounted for under the partial goodwill method, which was the only applicable method.

For further acquisitions of equity interests in a subsidiary completed after January 1, 2010, the difference between the purchase price of the investment and the additional share of consolidated equity acquired is posted to shareholders’ equity, Group share, without changing the consolidated value of the subsidiary’s identifiable assets and liabilities including goodwill. For purposes of the consolidated statement of cash flows, payments for acquisitions paid in cash net of related acquisition costs are classified as cash flows from financing activities.

4.4Intangible assets

Intangible assets are stated at cost less cumulative amortization and impairment.

Intangible assets include amortized assets such as software, patents and customer relations.

In the case of business combinations where the customer profile, market share or operations of the entity acquired allow it to continue trading with its customers in view of customer loyalty programs, customer relations are posted to intangible assets and amortized over a period estimated as of the acquisition date.

Amortizable intangible assets are written down in fixed annual amounts over one to twelve years.

4.5Property, plant and equipment

Property, plant and equipment are stated at cost less cumulative depreciation and impairment.

The cost of borrowings taken out to finance major capital expenditure, incurred during the period of construction, is included in the acquisition cost.

Investment grants are recorded as a deduction from the value of property, plant and equipment.

Land is not depreciated. Other property, plant and equipment with a finite useful life are depreciated on a straight-line basis, based on the following estimated useful lives:

Buildings

10 to 30 years

Building fixtures and fittings

10 years

Plant, machinery and tools

3 to 10 years

Vehicles

3 to 8 years

IT and office equipment


3 to 10 years

Useful lives are reassessed at each balance sheet date. Assets with indefinite useful lives are not depreciated but are tested for impairment each year.

In view of the nature of the assets held, with the exception of buildings, no material asset components have been identified.

As of the December 31, 2024 balance sheet date, the Group identified no material climate change factors requiring revision of the useful lives applied.

4.6Leases

Within the scope of its operations, the Group enters into lease agreements as lessee in respect of the following main asset types:

Logistics warehouses.

Handling and transport equipment.

Warehouse equipment.

For all agreements (except for the exemptions listed below) that meet the IFRS 16 definition of a lease, the lessee must recognize a right-of-use asset in respect of the leased asset and a lease liability amounting to the present value of future lease commitments (referred to as “lease liabilities”).

An agreement comprises a lease if it entitles the Group to control the use of an identified asset for a fixed period in return for payment of consideration.

The Group has elected not to apply IFRS 16:

to leases with a term of 12 months or less;

to leases of low-value assets.

The main assumptions used to measure right-of-use assets and lease liabilities are as follows:

Lease term. This corresponds to the non-cancellable period during which the lessee is entitled to use the underlying asset plus the periods covered by renewal or cancellation options that the Group is reasonably certain to exercise (renewal) or not (cancellation).

Lease liability discount rate. The discount rate applied is the lessee’s incremental borrowing rate. For each subsidiary, this corresponds to the interest rate determined in accordance with the lease currency and the country.

The Group conducted analyses to determine the existence of subleases, which may take the form of finance subleases or operating subleases. These analyses did not result in identifying any finance subleases requiring recognition of a rent receivable under assets instead of a right-of-use asset.

Deferred taxes relating to a right-of-use asset and lease liability arising from a single transaction are recognized on a net basis.

4.7Impairment of fixed assets

Impairment of property, plant and equipment and intangible assets

Pursuant to IAS 36 – Impairment of assets, the Group measures the recoverability of its non-current assets based on the following procedure:

For depreciated property, plant and equipment and amortized intangible assets, management determines whether there is an indication of loss in value on such assets at each balance sheet date. Indications of loss in value are identified in relation to external or internal criteria. If applicable, an impairment test is carried out by comparing the net book value with the recoverable value, which is the higher of (i) the sales price less future selling costs and (ii) the value in use,

For goodwill, an impairment test is carried out at least once a year and whenever an indication of loss in value is identified. Goodwill is tested at the level of each cash-generating unit corresponding to the geographical region to which the goodwill is assigned.

Value in use is calculated based on the discounted present value of the estimated future cash flows from using the assets. Future cash flows are derived from (i) a three-year business plan prepared and approved by management, (ii) two further years of extrapolated cash flows after the business plan period in order to take account of business growth trends and a gradual rise in operating margins to normalized levels, (iii) plus a terminal value based on normalized discounted cash flows applying a growth rate to infinity. The discount rate applied represents the Company’s post-tax weighted average cost of capital.

Future cash flows take into account the current best estimate of the impact of climate change, in particular on the amounts of planned capital expenditure.

Impairment recorded against goodwill cannot be reversed or written back.

Impairment on investments in equity affiliates

Impairment tests on the value of investments in equity affiliates are conducted whenever there is an indication of loss in value. Under these tests, the book value of investments in equity affiliates is compared to the Group share of the present value of expected future cash flows for the equity affiliate concerned. If the book value of the investment exceeds the present value of expected future cash flows, an impairment charge for the difference is booked against the value of the investment in the equity affiliate concerned.

Impairment write-backs on intangible assets (other than goodwill), property, plant and equipment and investments in equity affiliates

At every balance sheet date, the Group assesses whether new events or circumstances show that impairment booked in previous periods may be written back.

In this case, if recoverable value based on the new estimates exceeds the net book value of the relevant asset, the Group writes back the impairment for an amount limited to the book value after depreciation that would have resulted had the impairment not been recorded.

4.8Financial assets

Financial assets are classified into one of the following four categories upon initial recognition:

Financial assets stated at fair value through profit or loss: this category consists of securities held for trading by the Group.

Financial assets stated at fair value through items of other comprehensive income: these are financial assets whose business model includes both the receipt of contractual cash flows and the sale of the assets; their contractual terms provide for cash flows corresponding solely to repayments of principal and interest on specified dates. They may include securities held for trading by the Group.

Financial assets stated at amortized cost: these are financial assets whose business model involves the receipt of contractual cash flows; their contractual terms provide for cash flows corresponding solely to repayments of principal and interest on specified dates. These assets include loans, deposits and bonds;

Financial assets are not reclassified after initial recognition, unless the Group changes the business model according to which they are managed.

A bad debt accrual is recorded if there is a risk of non-recovery, which is assessed individually based on the aging of the financial assets.

Financial assets are derecognized if the right to receive any cash flow from these assets has expired or has been transferred and if the Group has transferred substantially all the risks and rewards of their ownership. If trade receivables are assigned with recourse against the transferor (in the form of a secured deposit or direct recourse) in the event of a payment default by the customer, such trade receivables may not be derecognized.

Gains and losses resulting from changes in the fair value of financial assets stated at fair value through profit or loss are included in income for the period when they arose.

The fair value of listed assets is based on current buy market prices. If there is no active market for a financial asset and in respect of unlisted securities, the Group determines fair value by using valuation techniques. Such valuation techniques include over the counter transactions, other similar instruments or a discounted cash flow analysis using as much market data as possible and not based wherever possible on in-house criteria.

The fair value of financial instruments was determined based on different methods as follows:

1. Prices quoted on an active market. When prices quoted on an active market are available, they are used as a matter of preference in determining the market value. As of December 31, 2024, assets measured at fair value consisted of cash equivalents.

2. In-house model with observable market criteria based on in-house valuation techniques. These techniques make use of customary actuarial methods factoring in observable market data (e.g. futures prices, yield curves, etc.). Most exchange-traded derivatives are valued using the methods commonly used by market players to value such financial instruments. As of December 31, 2024, only derivatives were valued under method 2.

3. In-house model with unobservable criteria. The fair values used to determine book values are a reasonable estimate of market values. As of December 31, 2024, only non-current financial assets and liabilities as described in Note 6 were valued under method 3.

4.9Inventories

Inventories are stated at weighted average cost. If the market value is lower than cost, an impairment reserve is set aside.

4.10Cash and cash equivalents

Cash and cash equivalents include cash, sight bank deposits, highly liquid money-market investments with initial maturities of up to three months and non-material risk of loss, and bank overdrafts.

Positive bank balances are included in “Cash and cash equivalents” under balance sheet assets, while negative balances are included in “Bank overdrafts” under balance sheet liabilities.

Net cash and cash equivalents within the statement of consolidated cash flows represents the amount of cash and cash equivalents less bank overdrafts.

4.11Treasury shares

Company shares held by the parent company or one of its consolidated subsidiaries are accounted for as a deduction from shareholders’ equity at purchase cost. Changes in the fair value of treasury shares while they are held are not accounted for. Post-tax gains and losses on sale of treasury shares are posted to shareholders’ equity.

4.12Financial liabilities

Borrowings and bank loans are first recorded at fair value, which is generally their face value less directly attributable transaction costs. Thereafter, financial liabilities are stated at cost less repayments. Any difference between the cost less repayments and the repayment value is taken to income based on the effective interest and the term of the borrowings.

Liability derivatives are also measured at fair value on an ongoing basis.

Other financial liabilities, excluding derivatives, are stated at cost less repayments.

4.13Derivatives

The Group holds derivative financial instruments in order to reduce exposure to interest rate risks. The purpose of such instruments is to hedge against the financial risks facing the Group. Financial instruments are recorded as of the transaction date, i.e. when the hedge was contracted. However, only those that meet the hedge accounting criteria under IAS 39 on financial instruments are accounted for in the manner described below. Changes in fair value on financial instruments not qualifying as hedges are immediately posted to other financial income and expense.

All transactions qualifying as hedges are documented in relation to the hedging strategy specifying the risk hedged, the asset or liability hedged, the hedge itself, the hedging relationship and the method for measuring the effectiveness of the hedge. Hedge effectiveness is reviewed at each balance sheet date. Derivatives are initially recorded at fair value. Thereafter, fair value is updated at each balance sheet date by reference to market data. Asset and liability derivatives are shown as current or non-current depending on their maturity and that of their underlying assets and liabilities.

A cash flow hedge protects against fluctuations in cash flows arising from an asset or liability or a highly probable future transaction when such fluctuations are liable to affect earnings. At each balance sheet date, the effective portion of the hedge is posted to shareholders’ equity and the ineffective portion is posted to income. When the transaction is recorded, the effective portion within shareholders’ equity is transferred to income at the same time as recording the hedged asset or liability.

4.14Staff benefits

Pursuant to the laws and practices in each country where it operates, the Group has various pension plans.

With respect to defined contribution plans, the Group has no liabilities other than to pay contributions.

With respect to defined benefit plans, the Group provides for its liability to pay defined levels of pensions to its employees.

Defined contribution plans

With respect to basic plans and other defined contribution schemes, the Group posts its contributions payable to expenses when they fall due and no accrual is recorded given that the Group has no commitment in addition to the contributions paid.

Defined benefit plans

With respect to defined benefit plans and one-off retirement compensation, the Group calculates its estimated liabilities every year in accordance with IAS 19 – Employee benefits, based on the projected unit of credit method.

This method takes into account future length of service probability, future level of pay, life expectancy and staff turnover on the basis of actuarial assumptions. The liability is discounted using an appropriate discount rate for each country where there are pension commitments. It is recorded in proportion to employees’ years of service. If pensions are pre-financed by external funds, the assets held by these funds are valued at fair value as of the balance sheet date.

The cost of services rendered (which includes an increase in pension liabilities from adding one year’s additional service) and interest expense on the liability reflecting the reversal of the discounting effect, are all posted to the income statement. Updates to the pension fund’s investments are deducted from the foregoing expenses. All these expenses and income are recorded under underlying operating income (EBIT) except for the reversal of the discounting effect, which is included in net financial items.

4.15Provisions and contingent liabilities

The Group books a provision when there is a legal, regulatory, contractual or constructive obligation resulting from past events that is expected to lead to an outflow of the Group’s resources which represent economic benefits, and which can be reliably measured.

Provisions are discounted if the impact is deemed material and, if so, the discounting effect is posted to operating income.

Contingent liabilities represent potential obligations resulting from past events that will only be confirmed upon the occurrence of future uncertain events that are beyond the company’s control. Contingent liabilities also relate to current obligations for which an outflow of resources is not probable. Apart from those arising from business combinations, contingent liabilities are disclosed in the notes and not accrued.

4.16Revenues

Group revenues are recognized as the amount the Group expects to receive as consideration for the transfer of control of goods and services. A performance obligation is defined as a promise to transfer to the customer a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.

The business generates revenues by providing warehousing and distribution services from dedicated or multi-client warehouses. Contract terms range from several months to several years. There is a single performance obligation insofar as the different services provided remain essentially the same for the duration of the contract. This performance obligation is satisfied over time, as it corresponds to the timing whereby the client receives and consumes the benefits associated with the promise. The transaction price is based on all the elements specified in the contract which, in a large number of cases, include a fixed part and a variable part covering this single performance obligation.

Customer invoicing and payment terms are determined individually for each contract.

4.17Tax

Corporate income tax charges or income include current tax charges (income) and deferred tax charges (income). Tax charges (income) are recorded in income unless they relate to items within shareholders’ equity, in which case they are posted to shareholders’ equity.

Current tax

Current tax represents the estimated amount due in respect of taxable income for the period plus or minus any adjustment for current tax in respect of prior periods.

Deferred tax

Deferred tax is determined and recorded based on the liability method in respect of all temporary differences between the book value of assets and liabilities and their tax base.

Deferred tax is not recorded for the following items: (i) taxable timing differences (deferred tax liability) arising from the initial recognition of goodwill, (ii) initial recognition of an asset or liability in a transaction that is not a business combination and affects neither taxable income nor accounting earnings and (iii) timing differences arising from equity investments in subsidiaries if it is not probable that such differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are computed at the expected tax rates applying in the periods when the asset will be realized or the liability paid, based on tax regulations that have been adopted or substantially adopted as of the balance sheet date. Deferred tax assets and liabilities are netted off if there is a legally enforceable right to offset current tax receivables and payables and if they relate to corporate income tax charged by the same tax authority for the same entity.

Deferred tax assets are only recognized if it is probable that the Group will have sufficient future taxable income against which the relevant temporary differences can be offset. Deferred tax assets are reviewed every balance sheet date and are reduced to the extent that it is no longer probable that sufficient future taxable income will be available. To assess the Group’s ability to realize deferred tax assets, the following items have been taken into account:

Forecasts of future taxable income;

Non-recurring costs that are included in past losses;

Historical taxable income for previous years.

With respect to investments in subsidiaries, joint ventures and equity affiliates, a deferred tax liability is booked for all taxable timing differences between the book value of the investments and their tax base, unless:

the Group can decide the date when such differences reverse, for instance for a dividend payout; and

it is probable that such differences will not reverse in the foreseeable future.

4.18Earnings per share

Basic earnings per share is calculated by dividing Group net income by the weighted average number of shares of common stock in issue during the year.

Diluted earnings per share is calculated by dividing adjusted Group net income by the weighted average number of shares of common stock in issue plus any potential future diluting shares excluding any treasury shares.

5SEGMENT INFORMATION

Operating segments correspond to each country in which ID Logistics operates, with the exception of the Iberia (Spain and Portugal) and Benelux (Netherlands and Belgium) regions, each of which has a single management team.

The Group has meticulously analyzed the criteria for segment aggregation under the provisions of IFRS 8.12 and has concluded that all segments are similar and can therefore be aggregated into a single segment.

Indeed, ID Logistics offers the same type of logistics services across all sectors. Warehouse organization is based on globally similar technical processes and IT solutions and, after the launch period and subsequent productivity ramp-up, performance is relatively comparable between the different countries where the Group operates.

Nevertheless, the Group has elected to present its business activities under the following two segments:

“France”, which corresponds to the operating segment comprising all subsidiaries operating in France, the Group’s historic and most significant country of operation, where it occupies a leading position in a mature market.

“International”, which includes the other segments comprising subsidiaries operating outside France.

Fixed assets are operating assets used by a segment for operational purposes. They include goodwill, intangible assets and property, plant and equipment. They do not include current assets used for operational purposes, deferred tax assets/liabilities or non-current financial assets.

Information by segment breaks down as follows:

12/31/2024 (12 months)

12/31/2023 (12 months)

France

International

Total

France

International

Total

Revenues

867,988

2,403,016

3,271,004

826,497

1,920,928

2,747,425

Cost of sales

(741,371)

(2,016,134)

(2,757,505)

(700,316)

(1,612,454)

(2,312,770)

Underlying EBITDA(1)

126,617

386,882

513,499

126,181

308,474

434,655

Depreciation/amortization

(90,242)

(275,480)

(365,722)

(91,594)

(217,312)

(308,906)

EBIT before amortization of customer relations

36,375

111,402

147,777

34,587

91,162

125,749

Amortization of customer relations

0

(6,714)

(6,714)

0

(5,978)

(5,978)

Non-recurring income (expenses)

0

0

0

7,071

0

7,071

Operating income

36,375

104,688

141,063

41,658

85,184

126,842

Financial income

6

6,429

6,435

2,952

3,793

6,745

Financial expenses

(612)

(73,269)

(73,881)

(17,113)

(44,401)

(61,514)

Corporate income tax

(9,767)

(11,049)

(20,816)

(6,865)

(12,070)

(18,935)

Share of earnings of equity affiliates

1,082

36

1,118

708

21

729

Net income

27,084

26,835

53,919

21,340

32,527

53,867

Operating capex(2)

33,353

63,535

96,888

13,843

61,083

74,926

Fixed assets

351,588

1,481,144

1,832,732

324,849

1,316,657

1,641,506

o/w Right-of-use assets under IFRS 16

197,042

793,568

990,610

145,649

692,243

837,892

(1) Underlying EBITDA corresponds to underlying operating income (EBIT) before net depreciation, amortization and impairment of PP&E and intangible assets.

(2) Operating capital expenditure corresponds to acquisitions of intangible assets and property, plant and equipment, excluding acquisitions of subsidiaries.

The Group’s three largest customers accounted for 25.9% of revenues in 2024, across a total of 66 contracts. Only one of the Group’s customers meets the criteria of IFRS 8.34.

Revenues by customer business sector break down as follows:

Business sector

2024

E-commerce

25%

Food retail

21%

Fast-moving consumer goods

22%

Non-food retail

11%

Technology

6%

Fashion

8%

Cosmetics

3%

Industry

2%

Pharmaceuticals

2%

6NOTES RELATING TO THE BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASH FLOWS AND CHANGES THERETO

6.1Balance sheet notes

Note 1: Goodwill and intangible assets

Goodwill

Software

Other

Total

Gross

January 1, 2023

471,955

51,124

45,279

568,358

Acquisitions

-

3,972

199

4,171

Disposals

-

(3,366)

(3,764)

(7,130)

Change in consolidation

68,042

-

11,727

79,769

Exchange gains (losses)

(6,628)

188

-

(6,440)

Reclassification

-

889

(119)

770

December 31, 2023

533,369

52,807

53,322

639,498

Acquisitions

-

5,494

265

5,759

Disposals

-

(303)

(43)

(346)

Change in consolidation

-

-

-

-

Exchange gains (losses)

14,437

(315)

1,705

15,827

Reclassification

3,045

961

(84)

3,922

December 31, 2024

550,851

58,644

55,165

664,660

Cumulative amortization and impairment

January 1, 2023

456

41,497

1,112

43,065

Amortization for the year

-

5,650

2,539

8,189

Impairment

-

-

-

-

Disposals

-

(2,547)

-

(2,547)

Exchange gains (losses)

-

166

(74)

92

Reclassification

-

-

-

-

December 31, 2023

456

44,766

3,577

48,799

Amortization for the year

-

5,288

6,769

12,057

Impairment

-

-

-

-

Disposals

-

192

-

192

Exchange gains (losses)

-

248

(518)

(270)

Reclassification

-

(3,787)

3,943

156

December 31, 2024

456

46,707

13,771

60,934

Net

December 31, 2023

532,913

8,041

49,745

590,699

December 31, 2024

550,395

11,937

41,394

603,726

The Group has updated the accounting recognition of goodwill on the May 2023 acquisition of Spedimex.

The now finalized purchase price allocation breaks down as follows:

(€000)

Amount

Right-of-use assets (IFRS 16)

30,983

Customer relations

11,727

Non-current assets (fixed assets)

2,312

Working capital

(9,531)

Provisions

(2,162)

Cash

7,929

Deferred tax

(661)

Borrowings

(61)

Lease liabilities - IFRS 16

(30,983)

Total revalued net assets

9,553

Investment purchase price

80,582

Goodwill

71,029

The purchase price allocation process did not result in any material fair value adjustments.

Note 2: Property, plant and equipment

Land and buildings

Plant and equipment

Other fixed assets

Fixed assets in progress

Total

Gross

January 1, 2023

39,527

167,206

143,211

24,040

373,984

Acquisitions

7,733

21,015

17,859

24,148

70,755

Disposals

(2,751)

(1,350)

(10,312)

-

(14,413)

Change in consolidation

-

2,312

-

-

2,312

Exchange gains (losses)

692

(1,520)

1,013

(12)

173

Reclassification

3,528

26,016

(2,754)

(25,115)

1,675

December 31, 2023

48,729

213,679

149,017

23,061

434,486

Acquisitions

7,891

32,932

30,201

20,104

91,128

Disposals

(517)

(5,739)

(11,305)

(20)

(17,581)

Change in consolidation

-

-

-

-

-

Exchange gains (losses)

(2,271)

(1,221)

1,415

315

(1,762)

Reclassification

(10,481)

23,553

2,824

(17,955)

(2,059)

December 31, 2024

43,351

263,204

172,152

25,505

504,212

Cumulative depreciation and impairment

January 1, 2023

20,002

82,605

75,151

-

177,758

Depreciation for the year

5,420

25,093

28,819

-

59,332

Disposals

(1,915)

(296)

(9,415)

-

(11,626)

Exchange gains (losses)

261

(5,014)

593

-

(4,160)

Reclassification

328

(61)

-

-

267

December 31, 2023

24,096

102,327

95,148

-

221,571

Depreciation for the year

5,594

26,031

30,171

-

61,796

Disposals

(356)

(2,323)

(10,868)

-

(13,547)

Exchange gains (losses)

(1,147)

(1,286)

(90)

-

(2,523)

Reclassification

(5,578)

7,241

(3,144)

-

(1,481)

December 31, 2024

22,609

131,990

111,217

-

265,816

Net

December 31, 2023

24,633

111,352

53,869

23,061

212,915

December 31, 2024

20,742

131,214

60,935

25,505

238,396

Note 3: Right-of-use assets – IFRS 16

Buildings

Plant and equipment

Other fixed assets

Total

Gross

January 1, 2023

898,576

73,336

176,052

1,147,964

Acquisitions

269,140

37,461

49,262

355,863

Termination

(74,136)

(22,376)

(20,000)

(116,512)

Other (reclassification, changes in consolidation etc.)

28,340

1,805

838

30,983

Exchange gains (losses)

2,248

3,271

739

6,258

December 31, 2023

1,124,168

93,497

206,891

1,424,556

Acquisitions

309,903

8,616

141,409

459,928

Termination

(120,002)

(3,549)

(48,910)

(172,461)

Other (reclassification, changes in consolidation etc.)

-

-

-

-

Exchange gains (losses)

12,748

856

8,392

21,996

December 31, 2024

1,326,817

99,420

307,782

1,734,019

Cumulative depreciation and impairment

January 1, 2023

328,148

10,867

88,140

427,155

Depreciation charge

188,584

19,190

39,589

247,363

Termination

(50,064)

(20,438)

(20,130)

(90,632)

Other (reclassification, changes in consolidation etc.)

-

-

-

-

Exchange gains (losses)

1,379

619

780

2,778

December 31, 2023

468,047

10,238

108,379

586,664

Depreciation charge

233,776

10,615

54,192

298,583

Termination

(95,455)

(3,417)

(46,572)

(145,444)

Other (reclassification, changes in consolidation etc.)

(11,504)

11,504

-

-

Exchange gains (losses)

2,890

185

531

3,606

December 31, 2024

597,754

29,125

116,530

743,409

Net

December 31, 2023

656,121

83,259

98,512

837,892

December 31, 2024

729,063

70,295

191,252

990,610

Other non-current assets mainly consist of vehicles (trucks and wagons) and handling equipment (forklifts).

Lease expenses for the fiscal year relating to short-term leases and low-value assets totaled €71 million.

Approximately 75% of leases by value relate to logistics warehouses and transport platforms with contract terms essentially between 3 and 9 years.

Note 4: Goodwill and impairment tests

Impairment tests are conducted by region, for which the main assumptions for determining value in use are as follows:

2024

CGU

Value of related goodwill

Risk-free rate

Market premium

Beta

Country risk premium

Specific risk premium

Discount rate

Growth rate to infinity

France

125,898

2.2%

6.1%

0.88

0.8%

1.2%

8.6%

2.5%

Iberian Peninsula

65,944

2.2%

6.1%

0.88

2.1%

1.2%

9.9%

2.5%

Benelux

45,073

2.2%

6.1%

0.88

0.1%

1.2%

7.9%

2.5%

USA

222,010

2.2%

6.1%

0.88

0.0%

1.2%

7.8%

2.5%

Poland

75,969

2.2%

6.1%

0.89

1.1%

1.2%

9.0%

2.5%

Other regions

15,501

2.2%

6.1%

0.87-0.90

0.0-4.80%

1.2%

7.8%-12.3%

2.5%

2023

CGU

Value of related goodwill

Risk-free rate

Market premium

Beta

Country risk premium

Specific risk premium

Discount rate

Growth rate to infinity

France

125,898

0.5%

7.9%

1.08

0.8%

1.4%

8.6%

2.5%

Iberian Peninsula

65,944

0.5%

7.9%

1.08

2.4%

1.4%

10.2%

2.5%

Benelux

45,073

0.5%

7.9%

1.08

0.3%

1.4%

8.2%

2.5%

USA

209,823

0.5%

7.9%

1.08

0.0%

1.4%

7.9%

2.5%

Poland

72,037

0.5%

7.9%

1.10

1.3%

1.4%

9.3%

2.5%

Other regions

14,138

0.5%

7.9%

1.05-1.11

0.0-18.21%

1.4%

7.79%-24.83%

2.5%

All cash-generating units underwent impairment tests, which did not result in any impairment.

Discount rates used are post-tax rates applied to cash flows after tax. Using post-tax rates results in a recoverable amount identical to that which would have been obtained by applying a pre-tax rate to pre-tax cash flows.

France

International

Total

Book value of goodwill at December 31, 2022

125,898

345,601

471,499

Change in goodwill

-

-

-

Impairment

-

-

-

Exchange gains (losses)

-

(6,628)

(6,628)

Scope

-

68,042

68,042

Book value of goodwill at December 31, 2023

125,898

407,015

532,913

Change in goodwill

-

-

-

Impairment

-

-

-

Exchange gains (losses)

-

17,482

17,482

Scope

-

-

-

Book value of goodwill at December 31, 2024

125,898

424,497

550,395

A 0.5% increase in the discount rate would not lead to any impairment being recorded.

A 0.5% decrease in the growth rate to infinity would not lead to any impairment being recorded.

A 5% decrease in the EBIT value used to calculate the terminal value would not lead to any impairment being recorded.

Note 5: Investments in equity affiliates

Key information concerning equity affiliates based on their separate financial statements is as follows:

Equity interest (%)

Investment in equity affiliates

Shareholders’ equity

Revenues

Net income

Froid Combi

25%

2,736

10,743

32,668

4,247

Dislogic

50%

172

342

1,129

73

Total

2,908

2024

2023

At January 1

2,554

2,588

Share of earnings of equity affiliates

1,119

730

Dividends received

(765)

(764)

Other

-

-

At December 31

2,908

2,554

Note 6: Other financial assets

Other non-current financial assets

12/31/2024

12/31/2023

Deposits, bonds and other

18,854

18,143

Investment in non-consolidated companies

442

439

Total net value

19,296

18,582

Provisions on non-current financial assets

2024

2023

At January 1

(1,530)

(1,530)

Write-backs (increases)

-

-

At December 31

(1,530)

(1,530)

Other current financial assets

12/31/2024

12/31/2023

Security deposits

4,182

5,147

Trade payables

15,037

13,828

Staff

4,124

5,663

Financial instruments

2,349

2,511

Other

16,548

9,691

Total

42,240

36,840

Note 7: Trade and other current receivables

12/31/2024

12/31/2023

Trade receivables

628,580

527,423

Impairment provisions

(7,347)

(6,621)

Total trade receivables – net

621,233

520,802

Tax and social security receivables

86,834

79,646

Prepaid expenses

48,972

32,506

Total other receivables - net

135,806

112,152

Tax and social security receivables largely consist of value added tax or equivalent levies.

The doubtful receivables accrual changed as follows:

2024

2023

At January 1

(6,621)

(4,435)

Charges

(1,632)

(2,128)

Write-backs

906

(58)

At December 31

(7,347)

(6,621)

Bad debt accruals relate to over 90 days past due receivables.

Maturity of trade receivables

Total

Not due and not impaired

< 30 days past due

30-90 days past due

> 90 days past due

12/31/2024

628,580

553,665

58,908

4,082

11,925

12/31/2023

527,423

487,265

27,306

4,419

8,433

There is no material risk of bad debts in respect of past due receivables.

The Group has entered into various factoring agreements providing for the transfer of all risks to the factoring company upon the assignment of receivables. Deconsolidated trade receivables as of December 31, 2024 amounted to €54 million (versus €51 million as of December 31, 2023).

Note 8: Net cash and cash equivalents

12/31/2024

12/31/2023

Cash and cash equivalents

314,314

241,809

Bank overdrafts

(1)

-

Net cash and cash equivalents

314,313

241,809

Group cash and cash equivalents of €314 million at December 31, 2024 comprise cash, sight bank deposits, and money-market investments totaling €24 million.

Note 9: Issued capital stock and additional paid-in capital

Transaction type

Change in capital

Capital stock after transactions

Number of shares

Par value (€)

Additional paid-in capital (€)

Value (€)

Number of shares

January 1, 2023

57,240,985

2,843,080

5,686,159

Share issue

295,420

0.5

83,284,806

147,710

295,420

Share issue

191,749

0.5

53,092,532

95,875

191,749

December 31, 2023

193,618,323

3,086,665

6,173,328

Share issue

375,000

0.5

132,363,973

187,500

375,000

December 31, 2024

325,982,296

3,274,165

6,548,328

The Group has a single class of shares of common stock that entitle stockholders to the same dividend.

As of December 31, 2020, there were 155,520 equity warrants outstanding granting the right to subscribe for 311,040 new shares. All equity warrants are held by Immod, which held a 32.05% equity stake in ID Logistics Group as of December 31, 2024.

No dividends have been paid out in the last three fiscal years.

Note 10: Financial liabilities

Borrowings (excluding lease liabilities) as of December 31, 2024

12/31/2024

Due in < 1 year

Due in 1-5 years

Due in > 5 years

Current borrowings

Bank loans

77,429

77,429

-

-

Factoring

10,515

10,515

-

-

Other borrowings

79

79

-

-

Total current borrowings

88,023

88,023

-

-

Non-current borrowings

Bank loans

340,466

-

330,974

9,492

Total non-current borrowings

340,466

-

330,974

9,492

Total borrowings

428,489

88,023

330,974

9,492

Breakdown of borrowings by interest rate and currency

Amount

Currency

Rate

Loan

330,968

EUR

Floating

Loan

51,174

EUR

Fixed

Loan

15,547

PLN

Floating

Loan

9,248

BRL

Floating

Loan

3,286

RON

Fixed

Loan

508

ARS

Floating

Loan

7,164

USD

Fixed

Factoring

10,515

EUR

Floating

Other payables

79

EUR

Fixed

Total

428,489

Borrowings changed as follows:

Bank loans

Factoring

Other borrowings

Total

January 1, 2023

483,098

10,228

76

493,402

New borrowings

288,386

10,013

78

298,477

Repayments

(258,850)

(10,228)

(76)

(269,154)

Reclassification

-

-

-

-

Exchange differences

1,038

-

-

1,038

December 31, 2023

513,672

10,013

78

523,763

New borrowings

387,392

10,515

12

397,919

Repayments

(481,723)

(10,013)

(11)

(491,747)

Scope

-

-

-

-

Exchange differences

(1,446)

-

-

(1,446)

December 31, 2024

417,895

10,515

79

428,489

On February 16, 2022, the Group signed financing arrangements totaling €465 million, including a €200 million loan repayable over 5 years, a €200 million bridge loan with a maximum term of 2 years to be refinanced by instruments such as private placements, and a €65 million revolving credit facility with a maximum term of 7 years (fully drawn as of June 30, 2023).

On March 13, 2023, the Group contracted a new loan for €200 million, repayable over four years and maturing in February 2027. On March 15, 2023, this loan was used to fully repay the €202 million bridge loan maturing on August 16, 2023.

On November 28, 2024, the Group entered into a new loan agreement for €335 million repayable over 5 years and maturing in November 2029, a €100 million revolving credit facility with a maximum term of 7 years (unused as of December 31, 2024) and a €150 million capex line of credit available for 2 years and repayable over 3 or 4 years by November 30, 2029 at the latest.

The €335 million loan was used to fully repay the loans taken out in 2022 and 2023.

This loan is subject to the following bank covenant at December 31, 2024:

Ratio

Definition

Calculation

Limit

Leverage

Net borrowings over underlying EBITDA before application of IFRS 16

0.6

< 3.0

This ratio was in compliance at December 31, 2024.

Note 11: Lease liabilities - IFRS 16

12/31/2023

New borrowings

Repayments

Scope

Exchange differences

12/31/2024

Lease liabilities

855,730

459,928

(295,075)

-

1,547

1,022,130

Total

855,730

459,928

(295,075)

-

1,547

1,022,130

o/w lease liabilities (due in < 1 yr)

291,292

o/w lease liabilities (due in 1-5 yrs)

610,675

o/w lease liabilities (due in > 5 yrs)

120,163

Note 12: Provisions

Social security and tax risks

Operating risks

Employee benefits

Total

January 1, 2023

8,020

26,182

15,397

49,599

Charges

5,621

5,493

1,889

13,003

Write-backs used

(3,230)

(6,304)

(728)

(10,262)

Write-backs not used

(228)

(1,307)

-

(1,535)

Other (e.g. consolidation, currency etc.)

(15)

1,229

1,236

2,450

December 31, 2023

10,168

25,293

17,794

53,255

Charges

4,086

6,829

2,094

13,009

Write-backs used

(3,940)

(12,946)

(408)

(17,294)

Write-backs not used

(214)

(750)

-

(964)

Other (e.g. consolidation, currency etc.)

(163)

757

(689)

(95)

December 31, 2024

9,937

19,183

18,791

47,911

Of which current provisions

9,937

19,183

-

29,120

Of which non-current provisions

-

-

18,791

18,791

The provisions for operating risks relate to disputes with customers, lessors, etc.

Note 13: Deferred tax

12/31/2024

12/31/2023

Deferred tax assets

12,511

13,310

Deferred tax liabilities

(8,303)

(4,290)

Net deferred tax

4,208

9,020

12/31/2024

12/31/2023

Deferred tax assets

Deferred tax liabilities

Total net

Deferred tax assets

Deferred tax liabilities

Total net

Property, plant and equipment and leases

4,707

(14,915)

(10,208)

2,152

(7,350)

(5,198)

Provisions/employee benefits

17,156

-

17,156

16,712

-

16,712

Tax losses carried forward

490

-

490

500

(272)

228

Other items

541

(3,771)

(3,230)

(462)

(2,260)

(2,722)

Offsets

(10,383)

10,383

-

(5,592)

5,592

-

Total

12,511

(8,303)

4,208

13,310

(4,290)

9,020

Deferred tax changed as follows:

Property, plant and equipment and leases

Provisions and employee benefits

Tax losses carried forward

Other items

Total

January 1, 2023

(5,722)

18,966

374

619

14,237

Amounts posted to income

2,220

(586)

(246)

(2,102)

(714)

Amounts posted to shareholders’ equity

(88)

(528)

97

(621)

(1,140)

Foreign exchange gains or losses, changes in consolidation

(1,608)

(1,140)

3

(618)

(3,363)

December 31, 2023

(5,198)

16,712

228

(2,722)

9,020

Amounts posted to income

(190)

(3,520)

650

2,277

(783)

Amounts posted to shareholders’ equity

(4,545)

5,321

(341)

(2,784)

(2,349)

Foreign exchange gains or losses, changes in consolidation

(275)

(1,357)

(47)

(1)

(1,680)

December 31, 2024

(10,208)

17,156

490

(3,230)

4,208

The deferred tax assets arising from unrelieved tax losses were based on future taxable income calculated over a reasonable time frame.

The amounts of the Group’s unrelieved tax losses, for which no deferred tax has been recognized to date, are as follows:

Balance sheet date

Unrelieved tax losses

Unrecognized deferred tax

12/31/2024

85,970

22,676

12/31/2023

100,518

26,326

Timing differences from equity affiliates and joint ventures are not material.

Unrelieved tax losses not recognized are of European origin (mainly France, Spain and Germany). They are carried forward indefinitely.

Note 14: Trade and other payables

12/31/2024

12/31/2023

Trade payables

496,471

416,572

Tax and social security payables

295,065

268,628

Advances and down payments received

13,090

16,671

Other current payables

13,417

12,974

Deferred income

35,404

23,743

Total other payables

356,976

322,016

Trade and other payables all fall due in less than one year except for some deferred income which is amortized over the term of the customer contracts.

Note 15: Derivatives and risk management

The Group’s principal financial liabilities consist of bank loans and overdrafts, lease liabilities and finance leases, factoring liabilities and trade payables.

Furthermore, the Group holds financial assets such as trade receivables, security deposits, endorsements and available cash. These arise from the Group’s operations.

The table below specifies the book value and the fair value of the financial instruments recorded in the consolidated balance sheet.

12/31/2024

Fair value via shareholders’ equity

Loans and other receivables at amortized cost

Financial liabilities at cost less repayments

Derivatives

Closing book value

Fair value

Non-current financial assets

442

18,854

-

-

19,296

19,296

Trade receivables

-

621,233

-

-

621,233

621,233

Other receivables *

-

86,834

-

-

86,834

86,834

Current financial assets

-

39,891

-

2,349

42,240

42,240

Cash and cash equivalents

-

314,314

-

-

314,314

314,314

Total financial assets

442

1,081,126

-

2,349

1,083,917

1,083,917

Borrowings

-

-

428,489

-

428,489

428,489

Trade payables

-

-

496,471

-

496,471

496,471

Other payables

-

-

321,572

-

321,572

321,572

Liability derivatives

-

-

-

-

-

-

Bank overdrafts

-

-

1

-

1

1

Total financial liabilities

-

-

1,246,533

-

1,246,533

1,246,533

12/31/2023

Fair value via shareholders’ equity

Loans and other receivables at amortized cost

Financial liabilities at cost less repayments

Derivatives

Closing book value

Fair value

Non-current financial assets

439

18,143

-

-

18,582

18,582

Trade receivables

-

520,802

-

-

520,802

520,802

Other receivables *

-

79,646

-

-

79,646

79,646

Current financial assets

-

34,329

-

2,511

36,840

36,840

Cash and cash equivalents

-

241,809

-

-

241,809

241,809

Total financial assets

439

894,729

-

2,511

897,679

897,679

Borrowings

-

-

523,763

-

523,763

523,763

Trade payables

-

-

416,572

-

416,572

416,572

Other payables

-

-

298,273

-

298,273

298,273

Liability derivatives

-

-

-

-

-

-

Bank overdrafts

-

-

-

-

-

-

Total financial liabilities

-

-

1,238,608

-

1,238,608

1,238,608

* Tax and social security receivables described under Note 7

The fair value of the current assets and liabilities is close to the book value given the very low impact of discounting and credit risk.

Group management considers that the carrying amount of the non-current financial assets represents a reasonable approximation of their fair value. Group management considers that the carrying amount of the non-current financial liabilities, excluding bank loans, represents a reasonable approximation of their fair value.

Bank loans mainly consist of loans at floating interest rates and finance lease liabilities. The fair value of floating rate loans approximately equals their net book value. The net book value of non-current payables equals the discounted present value of the minimum amounts payable. Group management considers that this value represents a reasonable approximation of their fair value.

Management of financial risks

The main risks of the Group’s financial instruments are interest rate, exchange rate and liquidity risks.

Interest rate risk

Loan contracts are approved by the Group finance department and are predominantly contracted by the French legal entities.

As of December 31, 2024, 86% of borrowings were contracted at floating rates and 14% at fixed rates. After allowing for hedging arrangements, a 1% increase in average interest rates would result in an additional €3 million interest expense under net financial items.

The maturity of borrowings is detailed under Note 10. Trade and other payables represent current operating liabilities and largely fall due in less than one year.

Exchange rate risk

The Group regularly revalues its exposure to exchange rate risk. As of December 31, 2024, no specific hedge was taken out in respect of amounts denominated in currencies other than euros. The total value of foreign currency assets and liabilities as of December 31, 2024 is broken down as follows:

Foreign currency amount

BRL

PLN

RON

TWD

USD

Other

Total

Assets excluding goodwill

78,466

336,711

25,589

29,610

486,917

58,471

1,015,764

Liabilities

61,863

255,983

19,057

26,704

429,643

26,781

820,031

Net balance before hedging

16,603

80,728

6,532

2,906

57,274

31,690

195,733

Hedging

-

-

-

-

-

-

-

Net balance after hedging

16,603

80,728

6,532

2,906

57,274

31,690

195,733

Liquidity risk

The Group is financed principally from available cash, factoring, bank overdrafts, leases and a syndicated banking loan.

Based on prevailing exchange rates and interest rates as of December 31, 2024, as well as on the contractual loan repayment schedules, cash flows related to financial liabilities were as follows:

Due in < 1 year

Due in 1-5 years

Due in > 5 years

12/31/2024

Book value

Fixed rate interest expense

Floating rate interest expense

Re-payment

Fixed rate interest expense

Floating rate interest expense

Re-payment

Fixed rate interest expense

Floating rate interest expense

Re-payment

Bank overdrafts

1

-

-

1

-

-

-

-

-

-

Loans

417,895

2,852

221

77,429

7,548

69

330,974

627

-

9,492

Factoring

10,515

-

26

10,515

-

-

-

-

-

-

Other liabilities

79

-

-

79

-

-

-

-

-

-

Borrowings due in less than one year have the following maturities:

Due in < 1 month

Due in 1 to 3 months

Due in > 3 months

Total

Bank overdrafts

1

-

-

1

Loans

3,464

6,013

67,952

77,429

Factoring

10,515

-

-

10,515

Other liabilities

79

-

-

79

The Group regularly revalues its exposure to liquidity risk. As of December 31, 2024, management believes the Group can meet its future liabilities as they fall due.

Note 16: Financial instruments

As stated under Note 10, a portion of the Group’s borrowings is contracted at floating rates primarily based on EURIBOR 3 months. In order to limit exposure to an increase in rates, the Group has contracted interest rate hedging instruments.

In 2022 the Group entered into an interest rate cap contract for a nominal amount of €100 million.

Financial expenses include changes in the fair value of the interest rate cap in respect of its non-effective portion.

The fair value of the interest rate caps is recognized in assets with a matching deduction from shareholders’ equity corresponding to the amount net of tax, pursuant to IAS 39.

The impact of these gains and losses is described in the table below:

Recorded fair value

Posted to

Notional value

Assets

Liabilities

Profit or loss

Shareholders’ equity

Interest rate cap

80,000

2,349

-

49

(211)

12/31/2024

80,000

2,349

-

49

(211)

Interest rate cap

90,000

2,511

-

(595)

(1,161)

12/31/2023

90,000

2,511

-

(595)

(1,161)

Note 17: Employee benefits

17a) Pensions

Assumptions applied

The principal assumptions used for actuarial valuations of the plans are as follows:

France

12/31/2024

12/31/2023

Discount rate

3.44%

3.33%

Annual wage increases

2.20%

2.50%

Social security charge rate

39%

39%

International

12/31/2024

12/31/2023

Discount rate

3.15%-3.26%

2.39%-3.15%

Annual wage increases

0.00%-2.00%

0.00%-2.50%

Annual pensions increase

1.00%-2.30%

1.00%-2.30%

The discount rates were based on the yield on AA rated corporate bonds in the relevant countries as of the balance sheet date. The recorded liabilities have maturities similar to those of the underlying commitments.

The mortality tables used for the calculated values are in line with current legislation and statistics published in the various countries involved.

Accrued gross liability

France

International

Total

January 1, 2024

9,431

32,749

42,180

Amount paid

-

(497)

(497)

Recognized expenses

1,574

1,210

2,784

Actuarial gains and losses

(1,057)

(1,302)

(2,359)

Change in consolidation

-

-

-

December 31, 2024

9,948

32,160

42,108

Accrued net liability

Amounts recorded in respect of employee benefits are as follows:

France

International

Total

Actuarial liability

9,948

32,160

42,108

Value of plan assets

(710)

(22,607)

(23,317)

Net balance sheet liability

9,238

9,553

18,791

The Group’s recognized net liability changed as follows:

France

International

Total

January 1, 2024

8,738

9,055

17,793

Amount paid

-

(208)

(208)

Recognized expenses

1,557

556

2,113

Actuarial gains and losses

(1,057)

150

(907)

Change in consolidation

-

-

-

December 31, 2024

9,238

9,553

18,791

The plan assets changed as follows:

France

International

Total

January 1, 2024

(692)

(23,694)

(24,386)

Return on plan assets

(18)

(610)

(628)

Payment of benefits

-

289

289

Actuarial gains and losses

-

1,408

1,408

December 31, 2024

(710)

(22,607)

(23,317)

These assets break down as follows:

France

International

Total

Equities

-

-

-

Bonds

-

-

-

Insurance policies

710

22,607

23,317

Other

-

-

-

Total

710

22,607

23,317

Income statement expense

The expense for the year can be broken down as follows:

France

International

Total

Service cost

1,315

262

1,577

Net interest expense

242

294

536

Administrative costs

-

-

-

December 31, 2024

1,557

556

2,113

Actuarial gains and losses on the value of the plan assets and liabilities are broken down as follows:

France

International

Total

Demographic assumptions

-

-

-

Financial assumptions

(1,057)

150

(907)

Experience gains or losses on liability

-

-

-

Experience gains or losses on plan assets

-

-

-

Actuarial gains (losses)

(1,057)

150

(907)

The sensitivity of the present value of the liability to the discount rate is as follows:

Annual discount rate

(-50 basis points)

Base discount rate

(+50 basis points)

Present value of the liability

44,780

42,108

39,421

17b) Share-based pay

The cost of the plans is based on binomial-coefficient algorithms less the gross annual expense.

The calculation factors included are the exercise price, term of the option, non-exercise period, retention period, conditions for obligatory amendments, share value, dividend payout, risk-free rate until warrant maturity, and volatility and margin of the share loan.

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

General meeting date

5/23/2019

5/23/2019

5/31/2022

5/31/2022

5/31/2022

5/31/2022

Board of Directors meeting date

5/31/2021

1/12/2022

5/31/2022

5/31/2022

8/30/2022

8/30/2022

Maximum number of shares that may be subscribed or purchased

18,199

2,466

405

16,600

266

682

Corporate officers

-

-

-

-

-

-

Top ten employee beneficiaries

9,377

516

405

807

266

682

Earliest date for exercising warrants

5/31/2021

1/12/2022

5/31/2022

5/31/2022

8/30/2022

8/30/2022

Expiry date

5/31/2024

A: 1/12/2023 B: 1/12/2024

5/31/2024

5/31/2025

5/31/2025

8/31/2024

Subscription price

-

-

-

-

-

-

Warrants or options issued

18,199

2,466

405

16,600

266

682

Warrants exercised or canceled in 2022

-

1,676

-

308

-

-

Warrants exercised or canceled in 2023

-

-

-

-

-

-

Warrants exercised or canceled in 2024

18,199

790

405

-

-

682

Warrants or options outstanding at 12/31/2024

-

-

-

16,292

266

-

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

General meeting date

5/31/2022

5/31/2023

5/31/2023

5/31/2023

5/31/2023

Board of Directors meeting date

3/15/2023

8/30/2023

8/30/2023

3/13/2024

8/28/2024

Maximum number of shares that may be subscribed or purchased

3,135

20,128

68,900

4,826

16,629

Corporate officers

-

-

13,000

-

-

Top ten employee beneficiaries

798

7,847

68,900

919

5,900

Earliest date for exercising warrants

3/15/2023

8/30/2023

8/30/2023

3/13/2024

8/28/2024

Expiry date

A: 3/15/2024
B: 3/15/2025

8/31/2026

8/31/2028

A: 3/13/2025
B: 3/13/2026

8/29/2027

Subscription price

-

-

-

-

-

Warrants or options issued

3,135

20,128

68,900

4,826

16,629

Warrants exercised or canceled in 2023

-

133

-

-

-

Warrants exercised or canceled in 2024

2,090

-

-

-

-

Warrants or options outstanding at 12/31/2024

1,045

19,995

68,900

4,826

16,629

6.2Income statement notes

Note 18: Other underlying income and expenses

2024

2023

Other underlying income

7,424

7,094

Other underlying expenses

(4,763)

(4,228)

Other underlying income and expenses

2,661

2,866

Note 19: Provision charges and write-backs

2024

2023

Provision write-backs

19,308

11,521

Provision charges

(13,350)

(14,018)

Provision charges and write-backs

5,958

(2,497)

Note 20: Depreciation/impairment

2024

2023

Depreciation/impairment

(365,722)

(308,906)

Provision write-backs

-

-

Net depreciation/impairment

(365,722)

(308,906)

Note 21: Non-recurring income (expenses)

Non-recurring income and expenses are broken down as follows:

2024

2023

Other non-recurring income

-

7,273

Costs on acquisitions of equity investments

-

(202)

Total non-recurring expenses

-

7,071

Other non-recurring income for 2023 included a €7 million item corresponding to the cancellation of the outstanding Colisweb earnout payment, as the relevant performance criteria were not met.

Costs on acquisitions of equity interests in 2023 corresponded mainly to costs incurred in connection with the Spedimex acquisition.

Note 22: Net financial items

2024

2023

Interest and related financial income

4,732

4,368

Currency gains

981

820

Gains on hedging transactions

722

1,557

Total financial income

6,435

6,745

Interest and related expenses

(35,915)

(31,782)

Interest expenses - IFRS 16

(36,190)

(26,590)

Discounting of balance sheet accounts

(263)

(520)

Other financial expenses

(1,347)

(1,622)

Currency losses

(166)

(1,000)

Losses on hedging transactions

-

-

Total financial expenses

(73,881)

(61,514)

Total

(67,446)

(54,769)

Interest and related expenses include a €36 million interest expense recognized in application of IFRS 16, while the remaining amount pertains to bank loans, other payables and bank overdrafts.

Net cost of debt excluding IFRS 16 amounted to €31 million in 2024, compared to €27 million in 2023.

Note 23: Corporate income tax

2024

2023

Current tax charge

18,240

16,235

Net deferred tax charge (income)

783

715

Tax on business value added (CVAE)

1,794

1,985

Total tax

20,817

18,935

2024

2023

Total consolidated net income

53,919

53,869

Tax excluding CVAE

19,023

16,950

Earnings in equity affiliates

(1,118)

(730)

Income before tax

71,824

70,089

Statutory tax rate

25.83%

25.83%

Theoretical tax

18,552

18,104

Permanent differences

1,112

1,785

Losses for the year not recognized

1,523

1,794

Use and recognition of prior losses not recognized

(3,897)

(3,068)

Other taxes

1,995

(504)

Differences in tax rates

(262)

(1,161)

Tax excluding CVAE

19,023

16,950

Effective tax rate excl. CVAE

26.49%

24.18%

CVAE

1,794

1,985

Tax including CVAE

20,817

18,935

Effective tax rate

28.28%

26.27%

Note 24: Average number of shares

The average number of shares during the period was as follows:

(In units)

2024

2023

Average number of shares in issue

6,298,328

5,970,341

Average number of treasury shares

(7,865)

(22,207)

Average number of shares

6,290,463

5,948,134

Equity warrants

434,128

401,280

Average number of diluted shares

6,724,591

6,349,414

6.3Other information

Note 25: Headcount

The number of employees under open-ended employment contracts at December 31 was as follows:

(In units)

12/31/2024

12/31/2023

Managers

2,383

1,878

Non-managers

29,158

26,167

Total

31,541

28,045

Note 26: Transactions with related parties

Transactions conducted between the Group and affiliated companies on an arm’s length basis were as follows:

Company

Type of relationship

Transaction type

Income (expense)

Balance sheet asset (liability)

2024

2023

2024

2023

Comète

Joint director

(1)

(1,200)

(1,050)

(662)

(616)

Financière ID

Joint shareholder

(2)

(875)

630

596

-

Logistriel Netherlands

Joint shareholder

(3)

(795)

(28)

(135)

(28)

CEPL objekt

Joint shareholder

(3)

-

1,600

-

-

Logistriel Spain 2

Joint shareholder

(3)

(1,614)

(807)

(939)

(773)

(1) The fees invoiced by Comète correspond to the remuneration of said company under services agreements entered into with the Group for general management, team management, strategic oversight, commercial development, human resources management and relations with institutions.

(2) The Group recharges to Financière ID the costs incurred on its behalf and Financière ID charges the Group rent for the warehouses made available.

(3) Logistriel Netherlands, CEPL Objekt and Logistriel Spain 2 charge the Group rent for the warehouses made available.

Transactions with equity affiliates, which are concluded on an arm’s length basis, related to ongoing administrative services and in total are not material in relation to the Group’s business.

Note 27: Directors’ remuneration

The Chairman of the Board of Directors does not receive any remuneration from the Group. He receives remuneration from Comète, a company in which he holds a 50.25% equity stake (the remainder being held by his wife and children) and which has signed service agreements with various Group subsidiaries. The services specified in these agreements include management related to strategy and business development.

The amounts of the aforementioned services are specified under Note 26.

Gross remuneration of other Board members

2024

2023

Expense type

Total gross remuneration

1,201

1,119

Post-employment benefits

-

-

Other long-term benefits

-

-

Severance pay

-

-

* excluding remuneration paid to the employee representative director

Note 28: Commitments and contingencies

The Group’s signed commitments at the balance sheet date were as follows:

12/31/2024

12/31/2023

Commitments given

Parent company guarantees *

27,981

27,381

Commitments received

Bank guarantees

18,147

20,010

* The parent company guarantees above do not include guarantees given for leasing commitments, which are described on the corresponding lines.

Note 29: Post balance sheet events

None.

Note 30: List of consolidated subsidiaries, joint ventures and equity affiliates

Country

Equity interest (%)

Control (%)

Consolidation
method

2024

2023

2024

2023

2024

2023

ID Logistics Group SA

France

Parent company

Parent company

Ficopar

France

100%

100%

FC

ID Logistics

France

100%

100%

100%

100%

FC

FC

ID Logistics France

France

100%

100%

100%

100%

FC

FC

ID Logistics France 3

France

100%

100%

100%

100%

FC

FC

ID Logistics France 4

France

50%

50%

100%

100%

FC

FC

ID Logistics Brebières

France

100%

100%

100%

100%

FC

FC

ID Logistics France VIII

France

100%

100%

100%

100%

FC

FC

ID Logistics France 13

France

100%

100%

100%

100%

FC

FC

ID Logistics France 14

France

100%

100%

100%

100%

FC

FC

ID Logistics France 15

France

100%

100%

100%

100%

FC

FC

ID Logistics France 16

France

100%

100%

100%

100%

FC

FC

ID Logistics France 17

France

100%

100%

100%

100%

FC

FC

ID Logistics France 18

France

100%

100%

FC

ID Logistics France 19

France

100%

100%

FC

ID Logistics Training

France

100%

100%

100%

100%

FC

FC

FC Logistique R&D

France

100%

100%

100%

100%

FC

FC

La Flèche

France

100%

100%

100%

100%

FC

FC

ID Projets

France

100%

100%

100%

100%

FC

FC

Froid Combi

France

25%

25%

25%

25%

EM

EM

Interflèche

France

100%

100%

100%

100%

FC

FC

ID Logistics Champagne

France

100%

100%

100%

100%

FC

FC

Timler

France

100%

100%

100%

100%

FC

FC

Cie Financière de Logistique

France

100%

100%

100%

100%

FC

FC

CEPL Holding et Cie

France

100%

100%

100%

100%

FC

FC

CEPL

France

100%

100%

100%

100%

FC

FC

ID Logistics Santé

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 2

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 3

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 4

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 5

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 6

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 7

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 8

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 9

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 10

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 11

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 12

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 13

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 14

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 15

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 16

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 17

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 18

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 19

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 20

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 21

France

100%

100%

100%

100%

FC

FC

ID Logistics Selective 22

France

100%

100%

FC

ID Logistics Selective 23

France

100%

100%

FC

CEPL Les Herbiers

France

100%

100%

100%

100%

FC

FC

CEPL Moreuil

France

100%

100%

100%

100%

FC

FC

CEPL Saint Ouen L’Aumone

France

100%

100%

100%

100%

FC

FC

CEPL Ozoir

France

100%

100%

100%

100%

FC

FC

CEPL Alsace

France

100%

100%

100%

100%

FC

FC

CEPL Beauvais

France

100%

100%

100%

100%

FC

FC

CEPL Beville

France

100%

100%

100%

100%

FC

FC

CEPL Chateauroux

France

100%

100%

100%

100%

FC

FC

CEPL Eragny

France

100%

100%

100%

100%

FC

FC

CEPL Fleury

France

100%

100%

100%

100%

FC

FC

SCI Alsace

France

100%

100%

100%

100%

FC

FC

Colisweb

France

100%

100%

100%

100%

FC

FC

ID Logistics GmbH

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Germany

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Gottingen

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Central

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Salzgitter

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Kaiserlautern

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Ginsheim

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Werd

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Nord

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Kleinostheim

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Nordost

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Nordwest

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Sudost

Germany

100%

100%

100%

100%

FC

FC

ID Logistics Sudwest

Germany

100%

100%

100%

100%

FC

FC

ID Logistics A

Argentina

90%

90%

100%

100%

FC

FC

ID Supply Chain

Argentina

60%

60%

100%

100%

FC

FC

ID Logistics Belgium

Belgium

100%

100%

100%

100%

FC

FC

ID Logistics Freight Belgium BV

Belgium

100%

100%

100%

100%

FC

FC

ID Logistica Do Brasil

Brazil

100%

100%

100%

100%

FC

FC

ID Armazens Gerais

Brazil

100%

100%

100%

100%

FC

FC

ID Transportes

Brazil

100%

100%

FC

Proserv

Brazil

100%

100%

100%

100%

FC

FC

ID Logistics Chile

Chile

60%

60%

100%

100%

FC

FC

ID Log. China Holding Hong Kong

China

100%

100%

100%

100%

FC

FC

ID Logistics Nanjing

China

100%

100%

100%

100%

FC

FC

ID Logistics Océan Indien

DOM

100%

100%

100%

100%

FC

FC

Dislogic

DOM

50%

50%

50%

50%

EM

EM

CEPL Iberia

Spain

100%

100%

100%

100%

FC

FC

CEPL Barcelona

Spain

100%

100%

100%

100%

FC

FC

CEPL La Roca

Spain

100%

100%

100%

100%

FC

FC

Group Logistics - IDL España

Spain

100%

100%

100%

100%

FC

FC

IDL Automotive Logistica

Spain

100%

100%

100%

100%

FC

FC

IDL Iberia

Spain

100%

100%

100%

100%

FC

FC

ID Logistics Palencia

Spain

100%

100%

100%

100%

FC

FC

Serval Retail

Spain

100%

100%

100%

100%

FC

FC

ID Logistics US LLC

USA

100%

100%

100%

100%

FC

FC

ID Logistics US INC

USA

100%

100%

100%

100%

FC

FC

ID Logistics Financial

USA

100%

100%

100%

100%

FC

FC

ID Logistics Services, Inc

USA

100%

100%

100%

100%

FC

FC

ID Logistics Enterprises

USA

100%

100%

100%

100%

FC

FC

IDL US INC

USA

100%

100%

100%

100%

FC

FC

ID Logistics Warehousing

USA

100%

100%

100%

100%

FC

FC

ID Logistics, Inc

USA

100%

100%

100%

100%

FC

FC

ID Logistics Freight Lines

USA

100%

100%

100%

100%

FC

FC

ID Logistics Traffic Services

USA

100%

100%

100%

100%

FC

FC

Pt. Inti Dinamika Logitama Ind.

Indonesia

100%

100%

100%

100%

FC

FC

Pt. International Dimension Log.

Indonesia

100%

100%

100%

100%

FC

FC

Pt. Inti Dinamika Logistics Ind.

Indonesia

100%

100%

100%

100%

FC

FC

ID Logistics Italy

Italy

100%

100%

100%

100%

FC

FC

ID Logistics Retail Italia

Italy

100%

100%

100%

100%

FC

FC

ID Logistics Re

Luxembourg

100%

100%

FC

ID Logistics Maroc

Morocco

60%

60%

100%

100%

FC

FC

ID Logistics Benelux

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Tilburg

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Nederland BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Apeldoorn BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Alkmaar BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Transport & Logistics BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Beheer BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Office Services BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Freight Fleets BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Freight Freight Management BV

Netherlands

100%

100%

100%

100%

FC

FC

ID Logistics Polska

Poland

100%

100%

100%

100%

FC

FC

ID Logistics Polska 1

Poland

100%

100%

100%

100%

FC

FC

ID Logistics Polska 2

Poland

100%

100%

FC

ID Logistics Polska 4

Poland

100%

100%

100%

100%

FC

FC

Spedimex

Poland

100%

100%

100%

100%

FC

FC

Logiters Portugal

Portugal

100%

100%

100%

100%

FC

FC

IDL Bucarest Srl

Romania

100%

100%

100%

100%

FC

FC

ID Logistics Rus

Russia

100%

100%

FC

ID Logistics Limited

UK

100%

100%

100%

100%

FC

FC

ID Logistics Global Co Ltd

Taiwan

60%

60%

100%

100%

FC

FC

FC: Full consolidation – EM: Equity method – DOM: French overseas territory

Note 31: Statutory auditors’ fees

The statutory auditors’ fees for the audit of the 2024 financial statements and other certification and procedures concerning the 2024 fiscal year are as follows:

(€000)

Deloitte & Associés

Grant Thornton

Other

Total

ID Logistics Group

114

85

-

199

Subsidiaries

734

675

199

1,608

Certification of financial statements

848

760

199

1,807

ID Logistics Group

-

-

45

45

Subsidiaries

-

6

-

6

Other procedures

-

6

45

51

Total

848

766

244

1,858

Other procedures correspond to the certification of sustainability information (€45,000) and the certificate for bank covenants (€6,000).

4.8.2Statutory auditors’ report on the 2024 Group consolidated financial statements

This is a free translation into English of the statutory auditors’ special report on regulated agreements issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.


To the Shareholders of ID Logistics Group,

Opinion

In compliance with the engagement entrusted to us by the shareholders’ general meeting, we have audited the accompanying consolidated financial statements of ID Logistics Group for the year ended December 31, 2024.

In our opinion, the consolidated financial statements give a true and fair view of the assets, liabilities and financial position of the Group as of December 31, 2019, 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 sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the “Statutory auditors’ responsibilities for the audit of the consolidated financial statements” section of our report.

Independence

We conducted our audit engagement in compliance with the independence rules laid down in the French Commercial Code and the French Code of Ethics (code de déontologie) for statutory auditors, for the period from January 1, 2023 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in 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 risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, We do not express an opinion on any components of the consolidated financial statements taken individually.

Measurement of revenue

Identified risk and main judgments

Group revenues for the year ended December 31, 2020 amounted to €3.3 billion. The Group generates its revenues by providing warehousing and distribution services from dedicated or multi-client warehouses. Revenues are recognized depending on contract terms (i.e. once the service has been rendered). Revenues from contracts are recognized as described in Note 4.16 to the consolidated financial statements. We deemed revenue recognition to be a key audit matter given the materiality of this indicator in the Group’s financial statements, the diversity and number of existing contracts, and because revenues represent a key performance indicator in the Group’s financial communication.

Audit approach

Our audit approach to revenue recognition includes the review of revenue measurement accounting procedures and substantive tests on recognized revenues. As part of our work relating to internal control, we specifically examined the procedures implemented by the Group and the key controls used to cover risks of material misstatements in the measurement of revenue. We also performed the following controls:

we reviewed contractual clauses across a sample of new contracts launched during the year and verified consistency with invoicing procedures;

we corroborated changes in revenue site by site based on our knowledge of the business and interviews with management;

we conducted sample tests to verify the consistency of logistics services invoicing with accounting and cash collection;

for new agreements entered into during the year, we:

selected agreements according to their financial impact and risk profile;

assessed the Group’s analyses of these agreements used to determine whether control is transferred over time and, where necessary, the identification of the various performance obligations.

Measurement of goodwill

Identified risk and main judgments

As part of its development, the Group has carried out targeted acquisitions and has recognized a number of items of goodwill. This goodwill, which corresponds to the difference between the price paid and the fair value of the assets acquired and liabilities assumed, is described in Notes 4.3 and 6.1 (sub-notes 1 and 4) to the consolidated financial statements. It has been allocated to cash-generating units (CGUs) corresponding to the regions where the acquired companies operate.

As of December 31, 2024, goodwill amounted to €550 million and represented 18.5% of assets in the consolidated balance sheet.

Pursuant to prevailing accounting principles, the ID Logistics group carries out impairment tests annually or whenever an indication of impairment is identified. An impairment loss is recognized in the balance sheet when the net carrying amount of these assets exceeds their recoverable amount.

The recoverable values of goodwill are measured with reference to the value in use calculated on the basis of the Group’s discounted net future cash flows generated by assets comprising the geographical area, as described in Notes 4.3 and 6.1 (sub-sections 1 and 4) to the consolidated financial statements.

The valuation of goodwill is a key audit matter considering its material amount and the significant estimates and judgments required of management in order to determine the various assumptions adopted, such as the revenue growth rate to infinity and annual cash flow discount rates.

Audit approach

We examined the consistency of the Group’s methodology with applicable accounting standards. We also conducted a critical review of how this methodology was implemented, specifically checking:

the completeness of the assets included in the carrying amount of the CGU related to each tested geographical area and the consistency in the determination of this value with the way projected cash flows have been calculated for the value in use;

the reasonableness of cash flow projections in connection with the economic and financial environment, the geographical areas in which the Group operates and the reliability of the process adopted to prepare estimates by examining the reasons for differences between forecasts and actual figures;

the consistency of the growth rate to infinity applied to cash flow projections with market analyses and the rates adopted by major operators;

with the assistance of our valuation experts, the calculation of the discount rate applied to estimated expected cash flows in geographical areas, verifying that the different discount parameters comprising the weighted average cost of capital of each CGU (debt ratio, risk free rate, market premium, economic beta, specific risk premium and cost of debt) could be used to obtain a value close to the return rate that market players would expect for such business at that time;

management’s analysis of the sensitivity of value in use to a change in the main assumptions adopted.

Finally, we verified that Notes 4.3 and 6.1 (sub-notes 1 and 4) provided appropriate information.

Specific testing

We have also performed specific checks required by the applicable laws and regulations on the information relating to the Group contained in the Board of Directors’ management report in accordance with applicable professional standards in France.

We have no matters to report as to the fair presentation of said information and its consistency with the consolidated financial statements.

Other checks and disclosures required pursuant to statutory and regulatory provisions

Consolidated financial statements presentation format for inclusion in Annual Financial Report

In accordance with the professional standards applicable to the statutory auditor’s work relating to the parent company and consolidated financial statements presented in accordance with the European single electronic reporting format, we also verified compliance with this format as defined by Commission Delegated Regulation No. 2019/815 of December 17, 2018 in the presentation of the consolidated financial statements to be included in the Annual Financial Report referred to in Article L. 451-1-2 I of the French Monetary and Financial Code, prepared under the responsibility of the Chairman and CEO. In the case of consolidated financial statements, our work includes verification that the marking up of these financial statements is in accordance with the format defined by said 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 aspects, with the European single electronic reporting format.

It is not our responsibility to verify that the consolidated financial statements that will actually be included by your Company in the annual financial report filed with the AMF correspond to those on which we have carried out our work.

Appointment of the statutory auditors

We were appointed as statutory auditors of ID Logistics Group SA by the June 21, 2010 general meeting, in the case of Deloitte & Associés, and the May 23, 2018 general meeting, in the case of Grant Thornton.

As of December 31, 2024, Deloitte & Associés was in the fifteenth consecutive year of its assignment and Grant Thornton in its seventh year, and their thirteenth and seventh years respectively since the Company’s shares were admitted to trading on a regulated market.

Responsibilities of management and those in charge of corporate governance regarding the consolidated financial statements

It is the responsibility of the Group’s management to prepare consolidated financial statements that present a true and fair view, in accordance with IFRS as adopted by the European Union, and to implement the internal control procedures that it considers necessary for the preparation of consolidated financial statements that contain no material misstatements, 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, for presenting, where applicable, in the consolidated financial statements, the necessary going concern information, and for applying the going concern accounting policy, unless it is expected that the Company will be liquidated or will cease trading.

The Audit Committee is responsible for monitoring the preparation of financial information and the effectiveness of internal control and risk management systems, as well as internal audits of procedures involved in the preparation and processing of accounting and financial information.

The consolidated financial statements were approved by the Board of Directors.

Statutory auditors’ responsibilities for the audit of the consolidated financial statements

Objective and audit approach

We are required to prepare a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements, taken as a whole, are free of material misstatements. While reasonable assurance entails a high level of assurance, it does not guarantee that an audit conducted in accordance with professional standards will systematically detect all material misstatements. Misstatements may result from fraud or error and are deemed material when it can reasonably be expected that they may influence, individually or in combination, economic decisions made on the basis of the financial statements.

As set out in Article L. 821-55 of the French Commercial Code, our engagement relating to the certification of the financial statements does not consist in guaranteeing the viability or quality of your company’s management.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:

identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures in response to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud more serious than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the overriding of internal control;

obtains an understanding of internal control 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 effectiveness of the internal control system;

evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements;

assesses the appropriateness of management’s use of the going concern principle and, based on the audit evidence obtained, assesses 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 auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, issue a qualified opinion or refuse to certify the financial statements;

evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation;

obtains sufficient and appropriate audit evidence regarding the financial information of the entities or business activities included in the consolidation scope in order to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements.

Report to the Audit Committee

We submit a report to the Audit Committee which includes 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 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 of the current period and which therefore comprise 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 set out 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 with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

Lyon and Paris-La Défense, April 14, 2025

The Statutory Auditors

Grant Thornton

French member of Grant Thornton International

Deloitte & Associés

Helmi Ben Jezia - Vianney Martin

Stéphane Rimbeuf

4.9Review of results and financial position - parent company financial statements

4.9.1Comparison of fiscal years 2024 and 2023

Significant events and changes to the bylaws

Since January 1, 2024, ID Logistics Group has been the parent company of tax group including its subsidiaries. The terms of the tax consolidation agreement are explained in Note 13.

The Company issued 375,000 shares of common stock with a par value of €0.50 combined with an issue premium of €359.50 per share, representing a capital increase of €135 million. The final completion of the share issue took place on September 9, 2024. 

On October 31, 2024, the Company’s Board of Directors authorized the transfer of the shares of IDL Distribution Pologne (ex-Spedimex) to Financière de Commerce et de Participations for a contribution value of €80,833,892. The transaction was completed on December 9, 2024 upon expiry of the creditor opposition period. 

On 31 December 2024, the general meetings of ID Logistics and Financière de Commerce et de Participations approved the transfer by way of merger by absorption of all the assets and liabilities of Financière de Commerce et de Participations and the universal transfer of its assets and liabilities to ID Logistics.

Business summary

€m

12/31/2024
(12 months)

12/31/2023
(12 months)

Revenues

17.0

23.8

EBIT

0.3

3.1

Net financial items

0.6

(2.5)

Corporate income tax

8.2

(0.5)

Net income

9.1

0.1

Non-current assets

219.2

219.0

Working capital

128.4

(13.1)

Cash and cash equivalents

0.0

0.0

Shareholders’ equity

347.6

205.9

ID Logistics Group SA is the parent company of the ID Logistics group and employs 15 people. ID Logistics Group SA operates as a holding company and recharges services provided to its direct and indirect subsidiaries, mainly in France. It has no commercial dealings outside the Group.

Revenues comprise invoices passed on to Group subsidiaries, which decreased in view of the lower costs incurred by ID Logistics Group on their behalf. Expenses consist of fees and staff costs. They also decreased compared to 2023.

Financial income and expenses comprise the results of the ID Logistics Group share buyback program and interest income on shareholder loans to subsidiaries.

Non-current assets largely consist of the Company’s investment in ID Logistics, the holding company for the ID Logistics group’s operational activities worldwide. Working capital consists mainly of the cash advance paid to its subsidiary ID Logistics under the cash management agreement. Finally, shareholders’ equity benefited from the capital increase of €132.6 million net of fees.

Equity investments

The various disposals and acquisitions of interest carried out during fiscal 2024 are laid out above under “Significant events and changes to the bylaws”.

Results of subsidiaries

ID Logistics Group SA holds a 100% stake in ID Logistics in France, for which the key figures for fiscal year 2024 are as follows (€000):

Subsidiary

Capital stock

Other equity

% interest

Gross investments

Net investments

Loans receivable and advances

Endorsements and sureties

Revenues

Net income

Dividends received

ID Logistics

23,900

144,078

100%

208,068

208,068

123,239

-

-

(6,625)

-

Total

23,900

144,078

208,068

208,068

123,239

-

-

(6,625)

-

Expenses not deductible for tax purposes

In accordance with Article 223 quater of the French General Tax Code, it is stated that the following expenses referred to under Article 39-4 of the same code have been definitively added back to 2024 taxable income:

Vehicle leasing: €100,465

Vehicle taxes: €4,306

Information on late payments

In application of the French Commercial Code, we present below a breakdown of late customer and supplier payments:

Article D. 441 I, 1°, French Commercial Code: Past due invoices received and unpaid at the balance sheet date

Due in 0 days
(for information)

Due in 1-30 days

Due in 31-60 days

Due in 61-90 days

Due in > 90 days

Total (due in ≥ 1 day)

(A) Past due payment categories

Number of invoices concerned

n/a

Total amount of invoices concerned (including taxes)

7,107,818

1,261,474

129,172

1,014

76,207

1,467,868

Percentage of total purchases for the year (including taxes)

59%

10%

1%

0%

1%

12%

Percentage of revenues for the year

n/a

(B) Invoices excluded from (A) relating to disputed receivables and payables not recognized

Number of invoices excluded

n/a

Total amount of invoices excluded (including taxes)

n/a

(C) Benchmark payment terms used (contractual or statutory terms – Article L. 441-6 or L. 441-3, French Commercial Code)

Payment terms used to calculate past due payments

Contractual terms

Article D. 441 I, 1°, French Commercial Code: Past due invoices issued and unpaid at the balance sheet date

Due in 0 days
(for information)

Due in 1-30 days

Due in 31-60 days

Due in 61-90 days

Due in > 90 days

Total (due in ≥ 1 day)

(A) Past due payment categories

Number of invoices concerned

n/a

Total amount of invoices concerned (including taxes)

72,475

19,072,643

0

0

0

19,173,093

Percentage of total purchases for the year (including taxes)

n/a

Percentage of revenues for the year

0%

94%

0%

0%

0%

94%

(B) Invoices excluded from (A) relating to disputed receivables and payables not recognized

Number of invoices excluded

n/a

Total amount of invoices excluded (including taxes)

n/a

(C) Benchmark payment terms used (contractual or statutory terms – Article L. 441-6 or L. 441-3, French Commercial Code)

Payment terms used to calculate past due payments

Contractual terms

Research and development activities

In 2024 ID Logistics Group SA did not conduct any R&D activities that entitle it to a tax credit.

Human resources and environmental impact of the business

The objective of the Group’s human resources policy is to ensure that all staff attain operational excellence and adhere to the Group’s corporate culture. For a number of years, ID Logistics has applied a training policy designed to focus on the induction of new staff, development of management skills, sharing and transfer of best practices and the spreading of the Group’s corporate culture. ID Logistics focuses on staff mobility and internal promotion to manage staff in France and abroad.

Moreover, the Group’s operations are subject to certain environmental laws and regulations. In view of its operations, the Group considers that it does not face a significant environmental risk. Nevertheless, the Group remains actively committed to an environmentally-friendly and sustainable development policy.

Recent developments and outlook

In 2025, ID Logistics Group SA will continue its role as holding company of the ID Logistics group. While it may centralize certain administrative Group functions, it does not plan to conduct any business activity as such.

4.9.22024 parent company financial statements

BALANCE SHEET (before appropriation of earnings) and INCOME STATEMENT

Assets (€000)

12/31/2024

12/31/2023

Intangible assets

2,402

1,990

Equity investments

208,068

208,068

Other fixed asset investments

3,328

6,830

Other financial assets

5,448

2,098

Total fixed assets

219,246

218,986

Trade receivables

19,246

25,532

Other receivables

132,335

255

Cash and cash equivalents

17

47

Prepaid expenses

-

57

Total current assets

151,598

25,891

Total assets

370,844

244,877

Liabilities and equity (€000)

12/31/2024

12/31/2023

Capital stock

3,274

3,087

Additional paid-in capital

326,032

193,668

Statutory reserve

292

284

Other reserves

4,724

4,724

Retained earnings

4,176

4,040

Net income for the year

9,102

144

Shareholders’ equity

347,600

205,947

Trade payables

8,576

10,482

Tax and social security payables

7,299

6,185

Other payables

7,369

22,263

Short-term payables

23,244

38,930

Total liabilities and shareholders’ equity

370,844

244,877

Income statement (€000)

2024

2023

Services revenues France

16,978

23,749

Other purchases and external charges

(10,107)

(14,386)

Staff costs

(6,078)

(5,515)

Miscellaneous taxes

(66)

(381)

Depreciation/impairment

(308)

(235)

Other expenses

(137)

(139)

Operating income

282

3,093

Financial income

920

-

Financial expenses

(348)

(2,474)

Net financial items

572

(2,474)

Corporate income tax

8,248

(475)

Net income

9,102

144

NOTES TO THE FINANCIAL STATEMENTS

1Accounting principles

The parent company financial statements for the year ended December 31, 2024 were prepared in accordance with ANC regulation 2018-07 of December 10, 2018 amending ANC regulation 2014-03 of June 5, 2014 on the French Chart of Accounts, and generally accepted accounting principles in France.

The financial statements are based on the following underlying conventions, in accordance with the principle of prudence:

going concern,

consistency of accounting principles between fiscal years,

accruals concept,

and in accordance with general principles for the preparation and presentation of annual financial statements.

The underlying method chosen for valuation of accounting items is the historical cost convention.

The main principles used for balance sheet accounts are as follows:

1.1Non-current assets

Intangible assets are stated at cost. They consist of software and software licenses and are amortized over their estimated useful life.

1.2Equity investments

The gross value consists of the purchase cost excluding incidental expenses.

Impairment tests on the value of equity investments are conducted every year. Under these tests, the book value of investments is compared to the Group share of the present value of future estimated cash flows. If the book value exceeds the present value of future estimated cash flows, an impairment charge for the difference is booked against the value of the investment.

1.3Liquidity contract and share buyback program

Treasury shares and other assets assigned to the liquidity contract and share buyback program are included under other fixed asset investments and other financial assets respectively.

The corresponding investment securities are valued pursuant to the FIFO (first in - first out) method and a provision is booked if the average stock market price over the last month of the year is less than the cost of the treasury shares.

1.4Receivables and payables

Receivables and payables are recorded at face value. A bad debt provision is recorded against the value of receivables whenever difficulties in collection are anticipated. This risk is assessed on a case-by-case basis.

1.5Pension liabilities

Pension liabilities are disclosed as off-balance sheet commitments and are not accounted for.

They have been calculated based on the following assumptions:

Retirement age: 64 years.

Wage growth rate: 2.23%.

Discount rate: 3.44% (3.33% in 2023).

Social security charge rate: 39%.

1.6Consolidation

The Company consolidates all ID Logistics group companies.

2Notes to the parent company financial statements

Unless otherwise indicated, data in the notes is stated in thousands of euros.

2.1Highlights of the year

Since January 1, 2024, ID Logistics Group has been the parent company of the tax group including its subsidiaries. The terms of the tax consolidation agreement are explained in Note 13.

The Company issued 375,000 shares of common stock with a par value of €0.50 combined with an issue premium of €359.50 per share, representing a capital increase of €135 million. The final completion of the share issue took place on September 9, 2024.

On October 31, 2024, the Company’s Board of Directors authorized the transfer of the shares of IDL Distribution Pologne (ex-Spedimex) to Financière de Commerce et de Participations for a contribution value of €80,833,892. The transaction was completed on December 9, 2024 upon expiry of the creditor opposition period.

On 31 December 2024, the general meetings of ID Logistics and Financière de Commerce et de Participations approved the transfer by way of merger by absorption of all the assets and liabilities of Financière de Commerce et de Participations and the universal transfer of its assets and liabilities to ID Logistics.

2.2Intangible assets

The change in intangible assets is broken down as follows:

12/31/2023

Acquisitions

Disposals

12/31/2024

Software

2,808

720

-

3,528

Total

2,808

720

-

3,528

The change in amortization of intangible assets breaks down as follows:

12/31/2023

Charges

Write-backs

12/31/2024

Software

818

308

-

1,126

Total

818

308

-

1,126

2.3Financial assets

The change in equity investments is broken down as follows:

12/31/2023

Acquisitions

Disposals

12/31/2024

Equity investments

208,068

208,068

(208,068)

208,068

Total

208,068

208,068

(208,068)

208,068

Changes in operations on securities are disclosed in Note 1) Highlights of the year.

Other fixed asset investments consist of treasury shares held under the liquidity contract and share buyback program. As of December 31, 2024, the Company held 5,643 treasury shares amounting to €2,142,000 under the liquidity contract and 3,126 shares amounting to €1,186,000 under the share buyback program.

Other financial assets correspond to deposits with the financial intermediary in respect of the liquidity contract and share buyback program.

No impairment has been booked against other financial assets.

2.4Maturity of receivables at the balance sheet date

All trade receivables fall due in less than one year.

2.5Information on related parties

Required related party disclosures under Article R. 123-199-1 of the French Commercial Code are as follows:

12/31/2024

12/31/2023

Trade receivables

19,246

25,532

Other receivables

131,094

-

Total assets

150,340

25,532

Trade payables

1,135

1,067

Other payables

7,369

22,198

Total liabilities and shareholders’ equity

8,504

23,265

Other receivables correspond to the current account advance paid by ID Logistics Group to ID Logistics under the Group’s cash-pooling agreement.

Revenues and financial income on related party transactions amounted to €16,978,000 and €416,000 respectively.

Operating and financial expenses on related party transactions amounted to €2,054,000 and €351,000 respectively.

2.6Shareholders’ equity and change in net assets

12/31/2023

2023 earnings appropriation

Issue of warrants

2024 net income

12/31/2024

Capital stock

3,087

-

187

-

3,274

Additional paid-in capital

193,668

-

132,364

-

326,032

Statutory reserve

284

8

-

-

292

Other reserves

4,724

-

-

-

4,724

Retained earnings

4,040

136

-

-

4,176

Net income for the year

144

(144)

-

9,102

9,102

Total assets

205,947

-

132,551

9,102

347,600

The share issue completed during the year is disclosed in Note 1) Highlights of the year.

Costs arising from the share issue amounted to €2,449,000 and have been charged against the issue premium.

The Company’s capital stock consists of 6,548,328 shares, each with a par value of €0.5. The ID Logistics share is listed on the Euronext regulated market in Paris, compartment B (ISIN: FR0010929125, ticker symbol: IDL).

As of December 31, 2020, there were 155,520 equity warrants outstanding granting the right to subscribe for 311,040 new shares. A single shareholder holds all equity warrants.

The Company issued equity warrants with the following main terms and conditions:

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

General meeting date

5/23/2019

5/23/2019

5/31/2022

5/31/2022

5/31/2022

5/31/2022

Board of Directors meeting date

5/31/2021

1/12/2022

5/31/2022

5/31/2022

8/30/2022

8/30/2022

Maximum number of shares that may be subscribed or purchased

18,199

2,466

405

16,600

266

682

Corporate officers

-

-

-

-

-

-

Top ten employee beneficiaries

9,377

516

405

807

266

682

Earliest date for exercising warrants

5/31/2021

1/12/2022

5/31/2022

5/31/2022

8/30/2022

8/30/2022

Expiry date

5/31/2024

A: 1/12/2023
B: 1/12/2024

5/31/2024

5/31/2025

5/31/2025

8/31/2024

Subscription price

-

-

-

-

-

-

Warrants or options issued

18,199

2,466

405

16,600

266

682

Warrants exercised or canceled in 2022

-

1,676

-

308

-

-

Warrants exercised or canceled in 2023

-

-

-

-

-

-

Warrants exercised or canceled in 2024

18,199

790

405

-

-

682

Warrants or options outstanding at 12/31/2024

-

-

-

16,292

266

-

Bonus shares

Bonus shares

Bonus shares

Bonus shares

Bonus shares

General meeting date

5/31/2022

5/31/2023

5/31/2023

5/31/2023

5/31/2023

Board of Directors meeting date

3/15/2023

8/30/2023

8/30/2023

3/13/2024

8/28/2024

Maximum number of shares that may be subscribed or purchased

3,135

20,128

68,900

4,826

16,629

Corporate officers

-

-

13,000

-

-

Top ten employee beneficiaries

798

7,847

68,900

919

5,900

Earliest date for exercising warrants

3/15/2023

8/30/2023

8/30/2023

3/13/2024

8/28/2024

Expiry date

A: 3/15/2024
B: 3/15/2025

8/31/2026

8/31/2028

A: 3/13/2025
B: 3/13/2026

8/29/2027

Subscription price

-

-

-

-

-

Warrants or options issued

3,135

20,128

68,900

4,826

16,629

Warrants exercised or canceled in 2023

-

133

-

-

-

Warrants exercised or canceled in 2024

2,090

-

-

-

-

Warrants or options outstanding at 12/31/2024

1,045

19,995

68,900

4,826

16,629

2.7Maturity of payables at the balance sheet date

All payables fall due in less than one year.

2.8Accrued income

12/31/2024

12/31/2023

Trade receivables

-

8,914

Other receivables

-

-

Total

-

8,914

2.9Accrued expenses

12/31/2024

12/31/2023

Trade payables

6,903

9,591

Tax and social security payables

2,928

2,790

Total

9,831

12,381

2.10Prepaid expenses

12/31/2024

12/31/2023

Operating expenses

-

57

Total

-

57

Prepaid expenses only comprise ordinary expenses whose impact on net income has been deferred to a subsequent fiscal year.

2.11Revenues

Revenues of €16,978,000 correspond to services provided and invoiced to different Group entities.

2.12Net financial items

2024

2023

Net gains and losses on sale of investments

479

(1,931)

Interest on loans to subsidiaries

66

(418)

Currency gains and losses

27

(125)

Total

572

(2,474)

2.13Corporate income tax

As of January 1, 2024, ID Logistics Group is the parent company of the tax group composed of all its direct and indirect subsidiaries more than 95% owned in France.

The tax consolidation agreement provides for a tax charge recorded in the income statement of each member company as if it were taxed separately.

Non-deductible expenses amounted to €104,771.

2.14Unrecorded deferred tax

The tax savings arising from the utilization of member company tax losses under the tax consolidation scheme, which amounted to €8 million, are liable to be paid back to these companies as and when they generate a profit.

2.15Subsidiaries and equity investments

Subsidiary

Capital stock

Other equity

% interest

Gross investments

Net investments

Loans receivable and advances

Endorsements and sureties

Revenues

Net income

Dividends received

ID Logistics

23,900

141,538

100%

208,068

208,068

123,239

-

-

(9,166)

-

Total

23,900

141,538

208,068

208,068

123,239

-

-

(9,166)

-

2.16Off-balance sheet commitments

Commitments given:

None.

Commitments received:

None.

Pension liabilities amounted to €407,000.

2.17Directors’ remuneration

Directors’ fees paid in 2024 amounted to €137,000.

The directors received remuneration totaling €518,000 in 2024.

2.18Headcount

The average headcount was 15 people.

2.19Statutory auditors’ fees

Statutory auditors’ fees for the year amounted to €199,000 for the annual certification of the financial statements and €45,000 for the certification of sustainability information.

2.20Post balance sheet events

There were no significant events between the balance sheet date and the date when the parent company financial statements were approved.

4.9.3Statutory auditors’ report on the 2024 Company financial statements

This is a free translation into English of the statutory auditors’ special report on regulated agreements issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the Shareholders of ID Logistics Group,

Opinion

In compliance with the engagement entrusted to us by the shareholders’ general meeting, we have audited the accompanying parent company financial statements of ID Logistics Group SA for the year ended December 31, 2024.

In our opinion the parent company financial statements, in accordance with French generally accepted accounting principles, give a true and fair view of the results of the Company’s operations for the year ended and of the Company’s financial position, assets and liabilities as of the balance sheet date.

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 sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the “Statutory auditors’ responsibilities for the audit of the parent company financial statements” section of our report.

Independence

We conducted our audit engagement in compliance with the independence rules laid down in the French Commercial Code and the French Code of Ethics (code de déontologie) for statutory auditors, for the period from January 1, 2024 to the date of our report, and specifically we did not provide any prohibited non-audit services referred to in 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 matter relating to risks of material misstatement that, in our professional judgment, was of most significance in our audit of the parent company financial statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the parent company financial statements as a whole, and in forming our opinion thereon, We do not express an opinion on any components of the parent company financial statements taken individually.

Valuation of equity investments

Identified risk and main judgments

Equity investments, as presented in the balance sheet as of December 31, 2024 at a net amount of €208,068,000, represent one of the most significant balance sheet items. They are recognized at cost on the acquisition date and written down on the basis of their value in use.

As mentioned in Note 1.2 to the parent company financial statements, value in use is estimated by management on the basis of the present value of future estimated cash flows.

Estimating the value in use of these investments requires management to exercise judgment when selecting information to be taken into account (cash flows, discount rates, etc.).

We deemed the valuation of equity investments to be a key audit matter considering their material amount and the significant estimates and judgments required of management in order to determine the various assumptions adopted, such as the revenue growth rate to infinity and annual cash flow discount rates.

Audit approach

To determine the reasonableness of the estimation of equity investments’ value in use, based on the information provided to us, our work primarily consisted in verifying that the estimate of this value determined by management was based on an appropriate justification of the valuation method and figures used.

Our work also involved:

obtaining cash flow and operating forecasts of the entity’s business activities prepared by the operational management team, and verifying their consistency with forecast data presented in the latest strategic plans, prepared under the supervision of the general management team for each business;

comparing forecasts adopted in previous periods with actual results in order to assess the achievement of past objectives;

assessing, mainly with management and our experts, the reasonableness of the main data and assumptions underlying these estimates such as cash flow discount rates and long-term revenue growth rates.

Specific testing

We also carried out the specific testing required by laws and regulations in accordance with the professional standards applicable in France.

Information provided in the management report and in other documentation addressed to shareholders on the financial position and the annual financial statements

Apart from the following item, we have no matters to report regarding the fair presentation of the information provided in the Board of Directors’ management report and in the other documents sent to shareholders concerning the financial position and the parent company financial statements or on the consistency of such information with the parent company financial statements.

We would like to make the following observation regarding the fair presentation of the information on late payments required under Article D. 441-6 of the French Commercial Code and the consistency of such information with the parent company financial statements: the management report does not include the information required under said article regarding the numbers of customer and supplier invoices.

Corporate governance report

We hereby confirm that the Board of Directors’ report on corporate governance contains the information required by Articles L. 225-37-4, L. 22-10-10 and L. 22-10-9 of the French Commercial Code.

Regarding the information provided pursuant to Article L. 22-10-9 of the French Commercial Code on remuneration and benefits paid or allocated to the corporate officers and commitments made in their favor, we have verified the consistency of such information with the financial statements or with the underlying data and, where appropriate, with the information obtained by your Company from consolidated companies controlled by the Company. On the basis of this work, we hereby confirm that said information is fair and accurate.

Regarding the information relating to items that your Company considered liable to have an impact in the event of a public takeover bid or exchange offer, that was provided pursuant to the provisions of Article L. 22-10-11 of the French Commercial Code, we have verified its compliance with the documents from which it was derived and which were communicated to us. On the basis of this work, we have no matters to report on this information.

Other information

As required by law, we have verified that the various disclosures relating to equity investments and the acquisition of controlling interests, along with the identity of the holders of capital and voting rights, have been made to you in the management report.

Other checks and disclosures required pursuant to statutory and regulatory obligations

Parent company financial statements presentation format for inclusion in Annual Financial Report

In accordance with the professional standards applicable to the statutory auditor’s work relating to the parent company and consolidated financial statements presented in accordance with the European single electronic reporting format, we also verified compliance with this format as defined by Commission Delegated Regulation No. 2019/815 of December 17, 2018 in the presentation of the parent company financial statements to be included in the Annual Financial Report referred to in Article L. 451-1-2 I of the French Monetary and Financial Code, prepared under the responsibility of the Chairman and CEO.

On the basis of our work, we conclude that the presentation of the parent company financial statements to be included in the annual financial report complies, in all material aspects, with the European single electronic reporting format.

It is not our responsibility to verify that the parent company financial statements that will actually be included by your Company in the annual financial report filed with the AMF correspond to those on which we have carried out our work.

Appointment of the statutory auditors

We were appointed as statutory auditors of ID Logistics Group SA by the June 21, 2010 general meeting, in the case of Deloitte & Associés, and the May 23, 2018 general meeting, in the case of Grant Thornton.

As of December 31, 2024, Deloitte & Associés was in the fifteenth consecutive year of its assignment and Grant Thornton in its seventh year, and their thirteenth and seventh years respectively since the Company’s shares were admitted to trading on a regulated market.

Responsibilities of management and those in charge of corporate governance regarding the parent company financial statements

It is the responsibility of the Group’s management to prepare parent company financial statements that present a true and fair view, in accordance with French generally accepted accounting principles, and to implement the internal control procedures that it considers necessary for the preparation of company financial statements that contain no material misstatements, whether due to fraud or error.

In preparing the parent company financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, for presenting, where applicable, in these financial statements, the necessary going concern information, and for applying the going concern accounting policy, unless it is expected that the Company will be liquidated or will cease trading.

The Audit Committee is responsible for monitoring the preparation of financial information and the effectiveness of internal control and risk management systems, as well as internal audits of procedures involved in the preparation and processing of accounting and financial information.

The parent company financial statements were approved by the Board of Directors.

Statutory auditors’ responsibilities for the audit of the parent company financial statements

Objective and audit approach

We are required to prepare a report on the parent company financial statements. Our objective is to obtain reasonable assurance that the parent company financial statements, taken as a whole, are free of material misstatements. While reasonable assurance entails a high level of assurance, it does not guarantee that an audit conducted in accordance with professional standards will systematically detect all material misstatements. Misstatements may result from fraud or error and are deemed material when it can reasonably be expected that they may influence, individually or in combination, economic decisions made on the basis of the financial statements.

As stated in Article L. 821-55 of the French Commercial Code, our assignment as auditors of the financial statements does not consist in guaranteeing the Company’s viability or the quality of its management.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit Moreover:

identifies and assesses the risks of material misstatement of the parent company financial statements, whether due to fraud or error, designs and performs audit procedures in response to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his 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 overriding of internal control;

obtains an understanding of internal control 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 effectiveness of the internal control system;

evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the parent company financial statements;

assesses the appropriateness of management’s use of the going concern principle and, based on the audit evidence obtained, assesses 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 auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the parent company financial statements or, if such disclosures are not provided or inadequate, issue a qualified opinion or refuse to certify the financial statements;

evaluates the overall presentation of the parent company financial statements and assesses 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 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 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 parent company financial statements of the current period and which therefore comprise 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 set out 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 with the Audit Committee the risks impacting our independence, and the related safeguards.

Paris-La-Défense and Lyon, April 14, 2025

The Statutory Auditors

Grant Thornton

French member of Grant Thornton International

Deloitte & Associés

Helmi Ben Jezia - Vianney Martin

Stéphane Rimbeuf

4.9.4Financial results of the Company for the last 5 years

(Art. R. 225-102 of the French Commercial Code)

2020

2021

2022

2023

2024

I. FINANCIAL POSITION AT YEAR-END

a) Capital stock

2,824,713.50

2,836,894.00

2,843,079.50

3,086,664.00

3,274,164.00

b) Number of shares issued

5,649,427

5,673,788

5,686,159

6,173,328

6,548,328

c) Number of convertible bonds/shares

-

-

-

-

-

II. TOTAL RESULTS OF OPERATIONS

 

a) Revenues excl. VAT

7,481,434

9,240,750

12,051,177

23,749,566

16,978,086

b) Earnings before tax, depreciation and provisions

712,438

923,197

427,228

854,197

1,161,146

c) Corporate income tax

-

6,506

87,286

474,948

-8,248,366

d) Employee profit sharing for the year

-

-

-

-

-

e) Earnings after tax, depreciation and provisions

563,269

767,452

157,310

144,062

9,101,973

f) Dividends distributed

-

-

-

-

-

III. EARNINGS PER SHARE

 

a) Earnings after tax and employee profit share, before depreciation and provisions

0.13

0.16

0.06

0.06

1.44

b) Earnings after tax

0.10

0.14

0.03

0.02

1.39

c) Dividend per share

-

-

-

-

-

IV. STAFF

 

a) Number of employees

11

12

15

15

15

b) Total wages and salaries

4,276,962

5,656,567

7,298,599

5,514,617

6,078,455

c) Total social security and staff benefits

-

-

-

-

-

4.10Transactions with related parties

Transactions with related parties are specified under Note 26 to the 2024 consolidated financial statements in section 4.8 of the Universal Registration Document, “Annual historic financial information”. Current regulated agreements are given in the special reports of the statutory auditors presented below.

No new regulated agreement has been entered into since the preparation of the statutory auditors’ special report for fiscal 2024.

4.10.1Transactions with related parties

As stated under Note 26 to the consolidated financial statements in section 4.8 of the Universal Registration Document, “Annual historic financial information”, agreements entered into with Financière ID and its subsidiaries concern services provided and warehouse renting under commercial leases. The services provided concern invoices passed on for part of the costs for two ID Logistics France employees, who carry out occasional administrative assignments for Financière ID. Financière ID is a company that provides research, expert assessment, technical support, project management and engineering consulting for industrial building projects and, in general, all operations related to transactions involving real estate and business undertakings. Financière ID may be called upon to carry out occasional transactions or consulting assignments in relation to real estate projects implemented by subsidiaries of ID Logistics Group. Lastly, out of the 450 or so warehouses operated by the Group, ID Logistics leases three that are owned by Financière ID: one in France to a DIY company, one in the Netherlands to a customer in the healthcare sector and one in Spain to a consumer goods customer.

Please refer also to section 3.1.6 of the Universal Registration Document, “Contracts with corporate officers or a shareholder holding more than 10% of the voting rights in the Company”.

4.10.2Statutory auditors’ report on regulated agreements in respect of the year ended December 31, 2024

This is a free translation into English of the statutory auditors’ special report on regulated agreements issued in the French language and is provided solely for the convenience of English-speaking readers. This report on regulated agreements should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

To the Shareholders of ID Logistics Group,

In our capacity as statutory auditors of the Company, we hereby submit our report on regulated agreements.

It is our responsibility to communicate to you, based on information given to us, the principal terms and conditions as well as the reasons justifying the interest for the Company of the agreements notified to us or that we discovered during our engagement; it is not our responsibility to comment on their usefulness or appropriateness or to search for other agreements. It is your responsibility, in accordance with Article R. 225-31 of the French commercial code, to assess the reason for signing these agreements in order to approve them.

It is also our responsibility to report to you any information required under Article R. 225-31 of the French Commercial Code relating to transactions undertaken during the past year in conjunction with agreements that the general meeting has approved in prior years.

We carried out the work that we considered necessary pursuant to professional standards of the French National Auditors Association relating to this engagement. This work consisted in verifying that the information provided to us was consistent with the source documents from which it was taken.

Agreements submitted for the approval of the general meeting.

Agreements authorized and entered into during the year ended

Pursuant to Article L.225-40 of the French Commercial Code, we have been informed of the following agreements entered into during the past financial year, which were subject to prior approval by your Board of Directors.

Amendment to the Service Agreement between ID Logistics Group and Comète

Person concerned: Mr. Éric Hémar (director of ID Logistics Group and manager of Comète)

The agreement, authorized by the board of directors on March 7, 2012, concerns the provision by Comète of management and strategy consulting and assistance services, as well as financial assistance and coordination. This agreement took effect on January 1, 2011, for an indefinite period.

In return for the services rendered, Comète receives a fixed remuneration, as well as a variable remuneration determined at the beginning of each financial year based on the objectives set.

The amendment, authorized by your Board of Directors on January 17, 2024, is intended to modify the fixed remuneration.

This agreement allows Mr. Hémar to be remunerated through Comète, as he does not receive any remuneration from the Group.

For the 2024 financial year, ID Logistics Group has recognized:

an expense of €221,000 excluding VAT for the fixed portion of this agreement;

an expense of €350,000 excluding VAT for the variable portion of this agreement.

Agreements already approved by the general meeting

Agreements approved in prior years, for which transactions continued during the year ended

Pursuant to Article R. 225-30 of the French Commercial Code, we have been notified of the following agreements approved by the general meeting in prior years which continued to run during the year ended.

Group management agreements between ID Logistics Group and Comète

Person concerned: Mr. Eric Hémar (director of ID Logistics Group and general manager of Comète)

The purpose of this agreement dated July 17, 2018, of which the last amendment signed on May 26, 2020 was authorized by your Board of Directors on the same day, is to manage the Group and provide assistance to direct and indirect subsidiaries in the performance of management services.

This agreement is entered into for an indefinite term and is not subject to any remuneration.

Lyon and Paris-La Défense, April 14, 2025

The Statutory Auditors

Grant Thornton

French member of Grant Thornton International

Deloitte & Associés

Helmi Ben Jezia - Vianney Martin

Stéphane Rimbeuf

4.11Date of latest financial information

The most recent financial information dates from December 31, 2024.

4.12Material contracts

The Company has not entered into any material contracts other than those executed in the ordinary course of business and with related parties (see 4.10.1 “Transactions with related parties”) and those related to the subsidiary acquisitions referred to in section 4.6.3 “Main capital expenditure planned”.

4.13Information provided by third parties, experts’ declarations and disclosures of self-interest

None

4.14Trends

4.14.1Principal trends since the most recent fiscal year-end, December 31, 2024

Business since 2024 year-end has continued in line with trends seen in 2024.

4.14.2Known trends, uncertainties, commitment requests or events reasonably likely to impact the Company’s outlook

As of the Universal Registration Document Date, apart from the aforementioned items there is no known trend, uncertainty, commitment request or event reasonably likely to have a material impact, either positive or negative, on the Company’s outlook.

4.14.3Profit forecasts or estimates

The Company does not intend to prepare a profits forecast or estimate.

4.15Court and arbitration proceedings

The Group may be involved in court or arbitration proceedings or disputes with the public authorities in the course of its normal activities. The Group books a provision when there is a reasonable probability that such litigation will lead to costs for the Company or one of its subsidiaries, and when such costs can be reliably estimated.

There are no administrative, court or arbitration proceedings, including any proceedings of which the Group is aware or proceedings which are suspended or threatened, that could have or that have over the last 12 months had a material effect on the Group’s and/or the Company’s financial position or earnings.

4.16Significant change in financial or trading position

With the exception of the items indicated in 4.14.1 “Principal trends since the most recent fiscal year-end, December 31, 2024”, to the Company’s best knowledge there has not been any material change in the Group’s financial or commercial position since December 31, 2024.

5

Sustainability report

5.1ESRS 2: General information

5.1.1Disclosure Requirement BP

Disclosure Requirement BP-1 – General basis for preparation of the sustainability statement

The ID Logistics group presents this Sustainability Report at consolidated rather than individual level. The consolidation scope for the Sustainability Report below is the same as the financial consolidation scope.

An impact, risk and opportunity (IRO) table is featured under ESRS 2 Disclosure Requirement IRO-1 (section 5.1.4).

Disclosure Requirement BP-2 – Disclosures in relation to specific circumstances

Time horizons

The time horizons set out in this report meet the expectations and definitions provided by ESRS 1 under “Definition of short-, medium- and long-term for reporting purposes”. The period covered by this Sustainability Report runs from January 1 to December 31, 2024. 

Data sources

Employee data is taken from the human resources department database in accordance with the definitions provided by the ESRS, in particular for the purposes of preparing social audit reports (for legal entities subject to this requirement). This data corresponds to the regulatory disclosures made to the various government agencies and social security organizations.

The environmental data in this report is based on periodic disclosures made by the Group’s entities. This data stems from internal measurements (self-monitoring).

At international level, environmental and employee data related to operations is collected by the relevant departments and entered into an internal reporting tool. Economic and financial data is prepared in accordance with sector accounting standards in force and audited as such by the statutory auditors of ID Logistics.

Consolidation methods and comparability

The consolidation of non-financial data also adheres to the accounting standards applied for the global method, in this case the arithmetic summation of elementary data for sites included in the consolidation scope.

Representativeness and traceability

The environmental indicators considered relevant to the operation in question are those selected in this Sustainability Report or will be examined by a working group to verify their relevance and sustainability. In the latter case, they will be published at a later date.

Numerous controls are implemented from the input stage onwards to avoid errors and facilitate traceability, using a set of features designed to manage the collection and quality clearance process regarding the information reported: controls at source, approval, data locking, alert management, management of supporting document requests.

Transparency - data auditing

In accordance with the French decree stipulating the terms of the audit provided for in Law no. 2010-788, ID Logistics entrusted Alcé Expertise audit firm with the task of verifying all the social, environmental and employee information contained in this report as from 2024, thereby taking over from Grant Thornton, tasked with certifying the statement of non-financial performance from 2022. The Group also applies the Middlenext Code recommendations with regard to the separation of audit engagements between the statutory auditors and the sustainability auditor.

5.1.2Disclosure Requirement GOV

CSR GOVERNANCE TAILORED TO NEW CHALLENGES

Disclosure Requirement GOV-1 – The role of the administrative and management bodies

The information relating to the administrative and management bodies is provided in chapter 4 of this Universal Registration Document, “Governance”. This chapter details the composition of the bodies as well as their roles and responsibilities in overseeing the procedure for managing material impacts, risks and opportunities, including the role of management in such procedures.

Disclosure Requirement GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative and management bodies

In view of current developments (strengthening of customer CSR commitments, stricter legislation, greater awareness of CSR issues within society), ID Logistics is stepping up its CSR strategy.

The Group presents the structure and organization of its sustainability governance below.

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Disclosure Requirement GOV-3 – Integration of sustainability-related results in incentive schemes

The achievement of CSR objectives represents 10% of the annual variable compensation of Mr. Éric Hémar, Chairman and CEO, and Mr. Christophe Satin, Deputy CEO.

Disclosure Requirement GOV-4 – Statement on due diligence

As part of its due diligence procedure, ID Logistics pays close attention to the negative impacts of its business activities on the environment and the communities concerned. This approach is embedded, not only in the Group’s governance, as explained in ESRS 2 Disclosure Requirement GOV-2 (section 5.2), but also in its strategy and business model as described in ESRS 2 Disclosure Requirement SBM-3 (section 1.7). 

5.1.3Disclosure Requirement SBM

Disclosure Requirement SBM-1 – Strategy, business model and value chain

The main elements of the Group’s overall strategy, business model and value chain are presented in the ID Logistics business model (SBM-1) diagram below. 

image

Sustainable development and growth since ID Logistics’ inception in 2001

CSR has been central to ID Logistics since its creation, with consideration given to the impact of its activities on the environment and its stakeholders.

image

A contract logistics pure player strategy

The ID Logistics group is a key player in the portion of logistics operations that is outsourced and formalized between the customer and its service provider in an agreement setting out the resources implemented and objectives to be achieved.

Backed by 51,600 employees, the Group manages nearly 400 warehouses comprising over 8 million square meters of surface area across 18 countries.

ID Logistics boasts a well-established strategy based on:

an asset-light business model and strong pricing power;

solid organic growth (volumes, e-commerce, logistics outsourcing);

a targeted M&A strategy.

ID Logistics has doubled in size every five years thanks to market share gains, active globalization and mergers and acquisitions.

After strengthening its positions in Europe and the United States, ID Logistics has become a global player capable of meeting the needs of major customers across all continents.

Our strategic pillars

Totally customer-focused organizational system.

Highly experienced long-standing teams.

Optimal and consistent quality of service.

Core CSR commitment since the Group’s inception in 2001.

Ongoing innovation process.

Our business lines

Warehousing and value-added services.

Supply chain optimization.

E-commerce solutions.

Transportation and flow organization.

Turnkey project delivery.

Our four founding values

SOLIDARITY: encourage promotion and social inclusion at all levels of the Company; engage with local communities.

ENTERPRISE: offer all employees the opportunity to imagine, undertake and create. Support employee initiatives and projects.

RIGOR: set high standards for ourselves and our customers, act as a responsible corporate citizen and control our social and environmental impact.

OPERATIONAL EXCELLENCE: guarantee the provision of logistics services of the highest standard with a view to performance and customer satisfaction.

When applied to training and the identification and promotion of talent, these values help define the Group’s strong team spirit. This environment is strengthened by the internal ID Certification (CID), which promotes the sharing of best practices, in favor of the end customer.

Disclosure Requirement SBM-2 – Interests and views of stakeholders

Whether employees or external affected parties, ID Logistics group stakeholders are consulted to form an ecosystem of sustainable partners. This principle was adopted during the preparation of the Group’s double materiality analysis in 2024 in which the Group identified the main impacts, risks and opportunities (IRO) of its own business activities and value chain (upstream and downstream) on its stakeholders (see diagram below).

An ecosystem of sustainable partners

The stakeholder consultation process at ID Logistics has three main objectives: 

listen to the business ecosystem and assess the expectations of each group with regard to the Group’s developments;

identify the priority ESG issues to work on and analyze their evolution compared to previous years;

anticipate emerging sustainability issues and update the ID Logistics ESG policy.

The methodology applied, including consultation with various stakeholders, is explained in ESRS 2 Disclosure Requirement IRO-1 (section 5.1.4).

image

Disclosure Requirement SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Each issue identified as material from an impact, risk and opportunity (IRO) perspective is described in detail in ESRS 2 Disclosure Requirement IRO-1 (section 5.1.4) to highlight the link between IROs and the Group’s business model.

5.1.4Disclosure Requirement IRO-1

Disclosure Requirement IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

Towards more sustainable logistics

With the help of Wavestone consulting firm, ID Logistics conducted a double materiality analysis in the first half of 2024 in order to identify the main non-financial (sustainability) issues presenting a risk and/or opportunity that could also impact its stakeholders. The aim was to respond to the EU CSRD Directive, whose double materiality analysis is the cornerstone for improving organizations’ sustainable development strategies.

As stated above, the issues covered by the double materiality analysis include both risks and opportunities. The process allowed the Group to identify and analyze non-financial risks, assessing the level of risk of each non-financial sustainability issue for the Group according to the CSRD. The assessment took into account each issue’s level of potential risk (which may have an impact on finances, operations or image), the time horizon for the occurrence of the risk (immediate, short, medium or long term) and criticality level (low, moderate, major or critical). The analysis also identified the most important issues/risks for the Group, thus meeting the requirements regarding the identification of risk factors for the Universal Registration Document, as defined by Article 16 of Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017 known as the “European Prospectus Regulation 3”, applicable from July 21, 2019.

The findings of the double materiality analysis were presented and approved by the ID Logistics Executive Committee on July 1, 2024.

The analysis was carried out in four steps:

Step 1: Identification of stakeholders

In order to identify the people to be interviewed, an updated mapping of internal and external stakeholders was carried out. Each stakeholder was assessed according to the levels of impact and their relationship with the Group. Persons representative of each category were selected. The categories of stakeholder consulted included customers, employees, bankers, competitors, suppliers and organizations exerting an influence on public opinion.

Step 2: Identification of issues

After an internal and external documentary review in accordance with several frameworks, guidelines and methodological guides, including the Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI), Morgan Stanley Capital International (MSCI), Draft ESRS (European Sustainability Reporting Standards), the European green taxonomy, TCFD/TFND (Task force on climate/nature-related financial disclosures), and the CSR framework for logistics issued by the French Ministry of Ecological Transition and Territorial Cohesion, 14 themes covering the ten ESRSs defined by the CSRD were assessed and divided into three themes: environmental, social and governance.

Step 3: Assessment of issues

Several consultation methods were used to assess the level of risk and impact, including focus groups, individual interviews and online questionnaires. Both employees and external stakeholders were consulted. This step was coordinated by two ID Logistics employees, including the Group CSR Director, and two external consultants. It involved interviewing 14 internal stakeholders and 11 external stakeholders individually, plus a further ten internal stakeholders via an online questionnaire.

Step 4: Calculation method for classifying issues

The level of financial materiality was assessed based on two criteria for risks and opportunities (scale and likelihood). The level of impact materiality was assessed based on three criteria for positive impacts (scale, scope and likelihood) and four for negative impacts (scale, scope, irremediable character, likelihood).

The results are presented in the double materiality matrix below, indicating the main risks and major impacts to be taken into account as a priority.

Issues deemed “major” or “critical” from the Company’s point of view (northeast quarter of the matrix) were identified as risks to be taken into account by the organization as a matter of priority. For this reason, ID Logistics chose to focus on the following four ESRS for its first Sustainability Report:

Business conduct (ESRS G1) with sub-topics 1/ Corporate culture, 2/ Business ethics and 3/ Management of relationships with suppliers;

Own workforce (ESRS S1) with sub-topics 1/ Working conditions, 2/ Health and safety, 3/ Equal treatment and equal opportunities for all, 4/ Training and skills development and 5/ Employment and inclusion of persons with disabilities;

Climate change (ESRS E1) with sub-topics 1/ Climate change mitigation and 2/ Energy efficiency;

Resource use and circular economy (ESRS E5) with sub-topic 1/ Waste.

The other material issues are monitored by the Group but will not be detailed in this report.

ID Logistics double materiality matrix

image

High priority

8. Working conditions

9. Equal treatment and other rights

7. Waste

1. Climate change mitigation

13. Corporate culture and business ethics

Low priority

4. Water and marine resources

14. Animal welfare

Medium priority

6. Resource inflows and outflows

11. Affected communities

3. Pollution

10. Workers in the value chain

5. Biodiversity and ecosystems

12. Consumers and end-users

2. Climate change adaptation

Each of the topics identified during this analysis was divided into sub-topics to enhance transparency and is covered by a sub-chapter presenting the state of play for the topic in question, risk mitigation measures implemented and the existing or upcoming monitoring indicators, objectives and action plans established by ID Logistics. The results of this materiality analysis will continue to be examined in 2025. Some of the issues identified during fiscal 2024 do not yet have associated objectives or key performance indicators. In this case, discussions have been initiated and will continue into 2025 in order to structure representative key performance indicators along with bold but realistic action plans and objectives.

Dashboard of non-financial issues/risks with a high material priority

This table was created to present the new regulations related to the CSRD (Corporate Sustainability Reporting Directive) and to establish an initial qualitative analysis of the risks, impacts and opportunities related to ID Logistics’ non-financial issues.

Topic

Impacts, risks and opportunities

Policies

Key performance indicators

Objectives

ESRS G1: Business conduct

Topic 1: Corporate culture

Impact: strong growth requiring wide dissemination of corporate culture

Risks: financial, reputational, operational

Opportunities: operational control, lean structure

See 5.2.1

Site CSR initiative

Local community initiative

75% of sites running a CSR project

1 local community initiative per country

Topic 2: Business ethics

Impact: strong decentralization and culture of accountability

Risks: financial, reputational

Opportunities: securing of business activity

See 5.2.2

Ethics training rate among Management Committee members and managers

Number of ethics-related incidents

100% of Management Committee members and 80% of managers

0 ethics-related incidents

Topic 3: Relationships with suppliers

Impact: value chain monitoring

Risks: operational, reputational

Opportunities: cost reduction, securing of business activity, innovation

See 5.2.3

Proportion of suppliers having signed the Purchasing and CSR Charter

Purchasing and CSR Charter signed by 80% of suppliers covering 95% of purchases

ESRS S1: Own workforce

Topic 1: Working conditions

Impact: provision of human-operated services

Risks: operational, financial

Opportunities: operational, reputational

See 5.3.1

Absenteeism

Strike days

Ongoing decrease versus prior years

Topic 2: Employee health and safety

Impact: handling activity including temporary staff

Risks: operational, reputational

Opportunities: cost reduction, improvement in well-being

See 5.3.2

Frequency rate

Severity rate

Reduce our frequency/severity rate by 40% between 2018 and 2027

Topic 3: Equal treatment and opportunities for all

Impact: high level of diversity in the workforce

Risks: operational, legal

Opportunities: staff loyalty, increased attractiveness

See 5.3.3

Proportion of women

Proportion of employees over 55 years old

Currently being defined

Topic 4: Training and skills development

Impact: expansion of team competencies

Risks: operational

Opportunities: attractiveness of the Group, empowerment

See 5.3.4

Internal promotion for site managers

Number of training hours

Reach 70% internal promotion for site managers by 2030

Topic 5: Employment and inclusion of persons with disabilities

Impact: handling activity accessible to all

Risks: financial, reputational

Opportunities: diversity, attractiveness of the Group, fair workplace environment

See 5.3.5

Proportion of employees with disabilities

20% increase between 2020 and 2025

ESRS E1 – Climate change

Topic 1: Climate change mitigation

Impact: GHG-emitting logistics activities

Risks: change in customer behavior, carbon tax scheme, reputational

Opportunities: differentiating service offering

See 5.4.1.1

CO2/pallet

40% reduction between 2018 and 2030

Topic 2: Energy efficiency

Impact: temperature-controlled logistics activities and transport activities

Risks: loss of competitiveness, decline in business activity

Opportunities: reduction in energy dependency

See 5.4.1.2

kWh/sqm

20% reduction between 2018 and 2030

ESRS E5 – Resource use and circular economy

Topic 3: Waste

Impact: waste sorting to maximize recyclability

Risks: financial, reputational

Opportunities: economical, differentiating offer

See 5.4.2

Proportion of waste recovered

Reach 85% in 2025

Vigilance plan (detailed in section 3.3 of this URD)

CORE ELEMENTS OF DUE DILIGENCE

Corresponding section of the Sustainability Report

a) Embedding due diligence in governance, strategy and business model

3.1 Board of Directors’ corporate governance report

3.3 Vigilance plan

SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

b) Engaging with affected stakeholders at all key stages of the due diligence process

SBM-2 – Interests and views of stakeholders

IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

ESRS S1 – Topic 1: Working conditions

c) Identifying and assessing adverse impacts

IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

3.3.1 Identification and assessment of risks generated by ID Logistics’ business

d) Taking action to address those adverse impacts

ESRS G1 – Topic 1: Corporate culture / Topic 2: Business ethics / Topic 3: Management of relationships with suppliers

ESRS S1 – Topic 1: Working conditions / Topic 2: Health and safety / Topic 3: Equal treatment and opportunities for all / Topic 4: Training and skills development / Topic 5: Employment and inclusion of persons with disabilities

ESRS E1 – Topic 1: Climate change and climate change mitigation / Topic 2: Energy efficiency

ESRS E5 – Topic 1: Circular economy and waste

e) Tracking the effectiveness of these efforts and communicating

ESRS G1 – Topic 1: Corporate culture / Topic 2: Business ethics / Topic 3: Management of relationships with suppliers

ESRS S1 – Topic 1: Working conditions / Topic 2: Health and safety / Topic 3: Equal treatment and opportunities for all / Topic 4: Training and skills development / Topic 5: Employment and inclusion of persons with disabilities

ESRS E1 – Topic 1: Climate change and climate change mitigation / Topic 2: Energy efficiency

ESRS E5 – Topic 1: Circular economy and waste

Risk management and internal control over sustainability information

Group senior management has identified the non-financial risks likely to jeopardize the Group’s value-added model. The identification of these risks, which mainly concern staff and the environment, is combined with the tracking of performance indicators, which are reviewed on a monthly basis by the departments concerned in each country and at least once a year with the Group Executive Committee (GRI 101.4/101.6/101.7/101.8).

When the decree implementing the order transposing the European Directive was published, senior management reviewed the 41 themes listed in order to ensure that risks previously identified and already monitored by the Group were included and to see whether new risks needed to be added.

5.2ESRS Governance

In this section, governance issues have been listed in order of importance based on the results of the double materiality analysis, the state of play for the topic in question, the risk mitigation measures implemented and the existing or upcoming monitoring indicators, objectives and action plans. The Group also contributes towards the Sustainable Development Goals (SDGs 1, 2, 4, 5, 11, 15, 16 and 17).

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In line with its policy of integration into its regional, economic and social environment, ID Logistics has a transparent and responsible tax policy. Accordingly, ID Logistics has no profit transfer mechanism (via transfer pricing re-invoicing, management fees, Group fees, etc.) and pays its taxes and social security contributions in the countries where it operates.

5.2.1ESRS G1 – Topic 1: Corporate culture

In a context of strong growth, the dissemination of corporate culture is a key element to ensuring respect for our values across all of the Company’s business activities. For many years, the Group has relied on the core model and CID audits to guarantee its operations and ensure an unparalleled level of quality for its customers.

Risks

Loss of corporate culture against a backdrop of rapid growth.

Loss of customer trust if standards are no longer met.

Deterioration of the relationship with local communities leading to poor anticipation of external events impacting our business activity.

Opportunities

Rapid growth with limited structural costs.

Strengthening of the Group’s attractiveness through innovation and the CSR policy.

Simplified control of operations thanks to the core model.

Our policy

Place the customer at the heart of our concerns.

Pay particular attention to our employees, who are at the heart of our business activity.

Standardize our processes through the core models and keep them under control through the CID.

Deploy a raft of innovative solutions with a low environmental impact.

Be a responsible player by paying particular attention to disadvantaged persons and the local communities in which we operate.

Our objectives

Have 75% of sites roll out a CSR project related to the needs of their customer.

Implement one local community initiative per country.

Deploy at least two innovations on each site per year.

Our initiatives

Customer satisfaction survey

Carried out each year, the survey enables the Group to measure its response to the challenges faced by customers.

15% of the survey concerns CSR issues: of the 25 questions asked, 3 are used to assess the relevance of the ID Logistics CSR strategy and its consistency with customer strategies.

Through a detailed analysis of customer responses, the Group is able to adjust its policy and update the CID or its CSR initiatives where necessary. In 2024, our CSR rating increased to 3.92, up 5% from 3.74 in 2023, illustrating the improvement in customers’ perception of our CSR initiatives.

ID Logistics Certification (CID)

This procedure, which has been at the heart of our culture and practices since 2007, enables ID Logistics to ensure the implementation of all its operational policies, in particular its CSR strategy, whether through the regulations (covering all the standards and legal or regulatory requirements that must be followed in all our operations) or the promotion of best practices. The CID is the Group’s operations bible.

Constantly updated to account for new requirements, this certification must be achieved by all ID Logistics sites operating for over a year irrespective of geographical location or service type.

Certified sites are audited twice a year: once by ID Logistics auditors (persons not attached to the site audited) and once by independent external auditors (EURACRP). It is after this external audit that certification is awarded, thereby guaranteeing an independent assessment. More than 30% of external audits are spot audits (unannounced).

In the event of non-compliance, the site is given a period of one month to implement corrections, failing which certification is suspended.

A site performance report, with a corresponding rating, enables long-term monitoring of the changes from one year to the next and facilitates the management and comparison of the sites.

CID incorporates CSR issues, such as respect for employee rights, training, health and safety at work, environmental risks, waste management, sanitary control and responsible procurement. It covers 80% of ISO 14001 requirements.

Innovation

Innovation at ID Logistics is structured around three strategic pillars: robotics, artificial intelligence and all technologies that help to improve working conditions and CSR in general.

Innovation policy is coordinated by a central team that relies on points of contact in each country.

The aim is to broadly disseminate the innovation culture across all Group sites.

To achieve this goal, the team relies on:

three innovation campuses that act as laboratories for testing, developing and demonstrating innovations in logistics;

an annual challenge allowing new projects to emerge;

a policy for deploying innovations across a maximum number of sites.

In 2024, our innovation competition was opened up to all ID Logistics external partners, which resulted in the submission of over 300 innovative projects.

The Together + Responsible program

ID Logistics’ CSR principles are widely disseminated via this program’s two facets:

Sustain’ID: an application that allows each site to assess its CSR maturity across the three pillars: employees, the environment and society. This annual assessment takes place at the beginning of the year and is used to identify areas for progress in line with the strategy of the customer(s) operating on the site.

CSR initiative portal: once the areas for progress have been identified in the Sustain’ID application, the site must commit to a long-term goal by selecting one of 14 themes (zero carbon warehouse, zero waste warehouse, certified company, etc.). The Group has listed around 300 actions and over 700 projects have been launched since the creation of the platform.

The program fosters significant commitment among all Group employees, besides allowing actions to be structured at Group level to make employees:

more effective (by providing detailed information on the execution of projects);

repeatable, on the basis of internal sharing of best practices.

Each manager is responsible for promoting this sustainable development approach within their sphere of influence by carrying out a certain number of projects per year, as verified during CID audits.

Idebra

In Brazil, so as to improve its local community relations, in 2002 ID Logistics founded a non-profit called “ID Esperanza” (renamed Idebra in 2011), which promotes education for young children and teenagers from the Favela Beira Mar, a slum situated right next to one of the Group’s Rio de Janeiro sites.

This project was managed directly by the Group to ensure that funds were used properly and to control the results. The aim of the project is to bring children back into education by means of a series of educational (tutoring), sporting (volleyball) and play-oriented (dance, reading, singing and audiovisual media workshops) projects.

The annual cost amounted to 1,200,000 reals, paid in full by ID Logistics.

Since the start of the program more than 4,338 children have benefited from this year-long program, while individual events (sport, dance classes) have brought together almost 30,280 people.

In 2024 the program welcomed 282 students, 76% of whom have attended classes until the end of the cycle, double the average for a standard school curriculum in Brazil. 91% of students completed the Logistics Assistant training program launched in 2024. 17 of them were hired by ID Logistics in 2024.

Culture and diversity

Since 2014 in France, ID Logistics has been contributing financially to the Trophée d’Improvisation Culture & Diversité (Improvisation, Culture & Diversity award). This association organizes a nationwide theatrical improvisation competition for college students. Under the program, created in 2010 by Jamel Debbouze and Marc Ladreit de Lacharrière, pupils enrolled in the schools (largely in disadvantaged neighborhoods and rural areas) can learn about and practice theatrical improvisation, a key factor for personal development and social inclusion.

For the 2023/24 season, 130 schools spanning 22 regional education authorities and represented by 2,105 budding young improvisers took part in the Impro Culture & Diversity Trophy thanks to the support of 31 companies and cultural organizations.

CommittID Together

In January 2024, the Group launched the first edition of CommittID Together, a program highlighting the regional responsibility falling on each of its sites. This project allows ID Logistics to garner the creativity and interest of its employees to implement initiatives focused on major topics such as education, the environment, disability and training.

More than 110 projects were proposed by the various ID Logistics sites between January and April 2024. These initiatives respond to local priorities and issues, addressing various topics such as the environment (21% of projects), providing personal assistance (18%), professional training (14%), supporting children in need (12%) and disability (5%). Ultimately, 15 projects were selected from 12 countries, including France, Germany, the Netherlands, Poland, Brazil, Chile and the United States. Here are some of the proposals selected:

France is working alongside a local commission in Salon-de-Provence to help young people there discover the world of work by presenting the various career opportunities, providing personalized support, answering questions, showing them around warehouses and offering internships.

Spain contributes to the integration of women from disadvantaged neighborhoods through training in logistics professions in order to empower them to change their lives and the future of their families. Volunteer teams will provide classes to these women.

Brazil contributes towards offering sports and social activities to employees’ children aged 8 to 15, boys and girls alike, in order to promote the physical, mental and social development of young people in the community. This project has directly benefited 20 students and their families, reaching nearly 60 people directly and over 300 indirectly.

Romania provided students with an attractive and modern learning environment by funding part of the school equipment. The aim is to help educational institutions offer attractive activities and positive experiences to their students by modernizing the teaching equipment. Approximately 130 children have benefited from the implementation of this project. 

Global Compact

The ID Logistics group has been a signatory to the UN Global Compact since April 2020, thereby demonstrating its full support for the 10 principles and its commitment to integrating them into its corporate policy. The Group will take part in the various initiatives organized by Global Compact France in order to enhance its policies and practices.

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Our results

Proportion of sites having implemented an environmental initiative in line with customer needs:

 

2023

2024

Group total

69%

71%

Proportion of countries having implemented a local community initiative:

 

2023

2024

Group total

70%

75%

Number of innovations deployed across the sites:

 

2023

2024

Group total

Not available

633

5.2.2ESRS G1 – Topic 2: Business ethics

Business ethics has been at the heart of ID Logistics’ values since its inception. The Group places particular emphasis on this point, which is all the more sensitive in a decentralized structure that is growing rapidly, where employee empowerment is an essential element for our success. Our strength lies in the relationship of trust we have established with our value chain. It is therefore essential that these healthy relationships are maintained through a rigorous and uncompromising ethics policy.

Risks

Loss of customer trust in the handling of our business.

Business activities challenged due to ethical issues.

Company liability in the event of unlawful activities.

Opportunities

Improve our image throughout our value chain and be considered as a reliable business partner.

Secure our business through transparent business relationships.

Secure our decision-making processes.

Our policy

Guarantee business ethics in our operations.

Process any reported incidents in compliance with standards.

Keep all at-risk processes under control.

Keep the main purchasing categories under central control.

Systematically establish agreements for all business relationships.

Our objectives

Zero ethics incidents.

Ethics training for all Management Committees every year.

Train 80% of managers in ethics every year.

Our initiatives

The Group’s policies establish particular ethical rules governing relations with the ID Logistics group’s competitors, while also establishing the measures to be taken in order to prevent and combat unfair competition and corruption.

Fair competition

The Code of Ethics specifies in Article 1.1.2 that “ID Logistics competes aggressively but fairly in the marketplace”. We do not engage in illegal acts and unfair competition to win a contract or retain a customer. This requires our employees to behave in a fair and honest manner towards customers, suppliers, competitors and their colleagues. They must respect the rights of all parties.”

Prevent and combat corruption

Under Article 2.3.1 of the Code of Ethics, it is specified that: “We are committed to the practice of fair competition based solely on the quality of our services and solutions. As such, in view of our commitment to comply with current anti-corruption legislation, Group directors, senior executives and employees should not offer, promise or give anything to an individual from the public or private sector that could inappropriately influence the judgment of a third party on the services or solutions provided by ID Logistics or by another company, gain illegitimate advantage from a commercial transaction, influence the timing of business transactions or harm the reputation of ID Logistics if the offer, the promise or the payment were publicly disclosed.”

In light of Article 17 of the French Sapin 2 Act, the Group has implemented an anti-corruption protocol based on:

Corruption risk mapping to identify major risks of corruption and influence-peddling depending on country risk (based on Transparency International’s Corruption Perception Index), the history and maturity of the subsidiary, and any risk factors (the subsidiary’s organization, separation of tasks, type of services offered, type of products managed, local organization and revenues). Following this risk assessment, specific action was taken, including formalizing procedures and stepping up certain controls.

A Group Code of Ethics, updated to include the prevention of corruption, available on the Group website and circulated to employees.

The implementation of dedicated ethics training, accounting for requirements relating to laws on the duty of vigilance and the Sapin 2 Act. It enables employees to identify risks in their daily work related to human rights, corruption and influence-peddling, as well as the areas and activities most at risk, and to acquire the right reflexes. This module is disseminated via e-learning.

The implementation of centralized procedures for supplier approval and management (see section on responsible procurement). Major purchasing categories (handling equipment, temporary staff, uniforms, IT equipment, etc.) are managed directly by the Group or individual subsidiary’s purchasing department. Suppliers are approved through tenders coordinated at Group or national level, approved by Group senior management or by the country management team. Regular awareness-raising and training initiatives regarding responsible procurement are also organized.

An assessment/survey conducted by the purchasing department among the most important suppliers in terms of purchasing volumes. These surveys help to ascertain internal stakeholders’ (our logistics sites) perception of suppliers. This assessment covers a number of qualitative criteria, including compliance with commitments imposed by the Group. A section on ethics and corruption has been added to this survey and suppliers deemed to be at risk are audited.

A Group-wide whistleblowing system via SIGNALEMENT.NET, which meets the requirements of the French Sapin 2 Act.

Our results at 2024 year-end

Fair competition

No non-compliance was flagged in this regard in 2024, nor in the various audits or via the whistleblowing mechanism during previous years.

Ethics training

Delivery began in 2020 with the following results:

100% of Group and country Management Committee members received training in 2024.

On average, around 90% of the persons exposed received training in 2024.

5.2.3ESRS G1 – Topic 3: Management of relationships with suppliers

As ID Logistics is a key service provider in its customers’ supply chains, our own supply chain must be robust in order to ensure full business continuity for our customers. The reliability of our supply chains is therefore a key success factor.

This is partly why ID Logistics requests that its suppliers apply the rules imposed by its Code of Ethics, covering the following areas in particular:

Promotion of and adherence to the ILO fundamental conventions (the Group Code of Ethics recognizes employees’ right to form or join a trade union and to negotiate and sign collective agreements, with specific reference to ILO conventions 87 and 98).

Subcontracting, suppliers and fair commercial practices

Risks

Deterioration of our image among suppliers, leading to supply disruption.

Loss of customer trust in the handling of our purchases.

Business activities challenged due to supply disruption.

Company liability in the event of the use of unreliable suppliers who do not comply with our Responsible Procurement Charter.

Opportunities

Guarantee our procurement regardless of economic contingencies.

Reduce procurement costs via long-term supplier relations.

Offer our customers innovations prior to the marketing phase by leveraging our privileged relationship with suppliers.

Our policy

Ensure responsible procurement.

Guarantee our supply chains.

Create long-term, trusting relationships with our suppliers.

Our objectives

Sign the Responsible Purchasing and CSR Charter with 80% of suppliers covering 95% of purchases.

Our initiatives

Purchasing and CSR Charter: a generalized approach

The Group has formalized its responsible procurement policy in a “Purchasing and CSR” charter. By recalling the major principles to which ID Logistics is committed and which are included in our Code of Conduct (based on the following texts: the Universal Declaration of Human Rights (UDHR), the Tripartite Declaration of Principles concerning Multinational Enterprises published by the International Labour Organization (ILO), the ILO Declaration on Fundamental Principles and Rights at Work, the ILO Eight Fundamental Conventions and the OECD Guidelines for Multinational Enterprises),

ID Logistics formalizes its intention to share its CSR strategy with its suppliers. Designed to be signed by all suppliers worldwide working with ID Logistics, this charter covers the following commitments:

Economic commitments

-Apply fair, transparent business practices.

-Ensure confidentiality.

-Fight corruption.

Environmental commitments

-Controlled consumption of energy and natural resources.

-Management of hazardous products.

-Waste recycling.

Staff and social commitments

-Safeguard the mental and physical health of employees.

-Prohibit child labor.

-Ensure legal protection of employees.

-Fight discrimination at work.

-Ensure freedom of association and the right to collective bargaining.

Responsible Procurement Charter

The Group renewed its signature of the responsible procurement-supplier relations charter in September 2021.

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Country-level approaches

As such, each country develops a responsible purchasing strategy based on local constraints and expectations while upholding the Purchasing and CSR Charter as a prerequisite.

The following examples illustrate what we are doing to ensure responsible purchasing:

In Brazil, in October 2024, the second Responsible Procurement Conference was held in order to raise awareness among all the main local suppliers of our CSR policy on procurement and their role in our procurement process.

In France, the management of the main purchasing categories has been centralized, including a checklist used to identify potential CSR risks during tender procedures. Consequently, the most important suppliers in terms of purchasing volumes undergo an assessment/survey conducted by the purchasing department.

A specific methodology has been set up in France to assess Group suppliers and implement the necessary actions for high-risk suppliers. ID Logistics has opted to use a trusted third party to monitor suppliers regarding compliance with mandatory regulations (duty of vigilance, regulatory compliance of suppliers and CSR charter).

In Poland, on-site supplier audits were launched to verify working conditions.

Our results at 2024 year-end

 

2023

2024

Proportion of suppliers having signed the CSR Charter

75%

82%

Percentage of purchases made with suppliers having signed the CSR Charter

74%

72%

The percentage of supplier signatories (excluding the transport section) has increased following the systematic signing of the Purchasing and CSR Charter. However, despite an increase in signatories in most countries, the figure as a percentage of purchases dropped by two percentage points due to the higher number of countries falling below the Group average (North America).

5.3Social ESRS

In this section, social issues have been listed in order of importance based on the results of the double materiality analysis, the state of play for the topic in question, the risk mitigation measures implemented and the existing or upcoming monitoring indicators, objectives and action plans. The Group also contributes towards the Sustainable Development Goals (SDGs 3, 8 and 10).

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ID Logistics is aligned with the International Bill of Human Rights and complies with the European Convention of Human Rights.

Transparent and fair management of our global workforce is guaranteed as part of our commitment to corporate social responsibility.

At ID Logistics, the term “employees” refers to all staff members on permanent employment contracts, fixed-term contracts and work-study programs. In order to accurately reflect our social and economic impact, we also integrate temporary workers into our workforce monitoring.

This approach provides a comprehensive view of the Company’s social dynamics and ensures better consideration of issues related to employment, diversity and inclusion. By excluding interns from this category, we respect the distinction between training and employment, while maintaining structured support for their professional development.

In applying the guidelines from its vigilance plan, as well as the specifics of its Code of Ethics, ID Logistics is committed to respecting and promoting human rights across its entire scope of operation. In summary:

Respect freedom of political opinion and the right to join trade unions and other associations.

Respect diversity.

Fight against all forms of harassment and discrimination whether sexual or on the basis of race, color, gender, nationality, age, sexual orientation, disability, family situation, religion, political opinion, professional background, level of studies or the specific health condition of each person.

Promote healthy relationships and reject civil conflicts.

Promote and develop education.

When these rights are threatened, the Group seeks to enforce international standards and to avoid situations that could be interpreted as tolerating human rights violations. In all cases, the Group seeks to ensure that its equipment and facilities are used in accordance with these rights.

The Group believes that all of the activities mentioned in this report help to safeguard the dignity, well-being and rights of Group employees, their families and the communities in which they live, as well as other persons affected by its operations.

5.3.1ESRS S1 – Topic 1: Working conditions

As our capital mainly comprises human resources, working conditions across our operations have been a key concern for the Company from the start. As such, numerous improvement initiatives have been implemented over the years, including solutions to improve ergonomics (automation, workstation adaptation) and actions to ensure fair remuneration and a healthy work-life balance.

In order to ensure compliance with the Group’s rules on working conditions, the CID audit (see section 5.2.1) allows us to check that all sites are in compliance with the core model and, consequently, that proper working conditions are in force across all our activities.

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Risks

Reduced productivity and quality of service in the event of poor working conditions.

Loss of profitability of our activities due to an excessively high absenteeism rate.

Damage to the Company’s image in the event of strikes due to poor working conditions.

Increased staff turnover, loss of knowledge and know-how and decreased attractiveness.

Opportunities

Staff retention leading to a reduction in hiring costs.

Attractiveness of jobs for new talent.

Improvement of the Company’s image among stakeholders.

Improvement in workplace environment, thereby limiting business interruptions.

Our policy

Foster high-quality labor relations to ensure balance between employee expectations and business constraints.

Offer fair remuneration based on qualifications, experience and responsibilities, without discrimination based on gender, origin or sexual orientation.

Ensure benefits such as health insurance, paid leave, performance bonuses and contributions to pension funds.

Implement rigorous safety measures and protocols to prevent industrial accidents. Ensure a healthy and ergonomic working environment.

Ensure a proper work-life balance.

Our objectives

Reduce absenteeism to reach market standards.

Achieve a voluntary departure rate in line with the market average.

Foster and maintain quality labor relations for better working conditions.

Our KPIs

Voluntary departure rate.

Absenteeism rate.

Result of the Happy at Work survey.

Number of strike days.

Number of internal staff changes.

Our initiatives

Labor relations

Dialog and discussions should serve as a basis for resolving any difficulties. It is up to Group management and staff representatives to provide early warnings of difficulties encountered or breaches of the principles specified in the Code of Ethics. To comply with this early warning principle, local company management and staff representatives show willingness to communicate in order to prevent any difficulties arising from degenerating into labor conflicts.

The objective is to promote understanding between all levels of the company and to place labor relations at a global level, so as to improve them in all respects, including discussions between unions and management and between managers and their staff.

Employees themselves are the main focus of labor dialog and discussions are expanded to let them collectively or individually voice their opinions. By speaking and listening, the objective is to identify warning signs in advance and thereby avoid conflicts, while taking note of current working conditions and suggested improvements.

Focus

Monitoring our temporary workforce

In addition to the focus placed on permanent employees, ID Logistics implements a structured approach regarding temporary staff, including monitoring accident rates (frequency rate). In France, this approach follows a five-point process:

An induction kit including a test is issued to every temporary worker in order to measure their level of awareness of safety-related information (in the event of a score below 80%, the worker is not kept on).

In collaboration with the purchasing department, the health & safety department conducts a meeting with each temporary employment agency for the purposes of reporting and establishing targets and action plans.

Every month, each temporary employment agency reports on industrial accidents (monthly and cumulatively). After verification, the data is collated with data collected for permanent employees on a summary table sent to all levels of company management.

Specific day-long events are organized with temporary employment agencies to raise awareness among our temporary staff about the risks involved in their work. For sensitive matters, the temporary employment agencies are directly involved in the action plans implemented.

For sensitive matters, the temporary employment agencies are directly involved in the action plans implemented.

Introduction of collective agreements

ID Logistics continuously strives to strike a fair balance between business needs and the collective interests of the staff.

Accordingly, in 2023 ID Logistics France signed a new agreement on professional equality with the trade unions.

Employee shareholding

As of December 31, 2024 and as specified under section 3.1.1 of the Universal Registration Document, “Breakdown of capital stock and voting rights”, Group management holds a total of 3.4% of the Company’s capital (3.4% at December 31, 2023). Each manager is responsible for his or her own holdings and there is no collective scheme for equity holdings.

The Company has also established, via a mutual fund, a Group savings plan for all employees that grants access to a collective Company share acquisition scheme for employees, the terms of which are as follows:

The FCPE (corporate mutual fund) “Actions ID Logistics” was approved by the AMF on February 26, 2013 under authorization number FCE20130024.

At all times, between one third and 100% of the FCPE’s assets are invested in ID Logistics Group shares, the management objective being to invest between 95% and 100% in Group shares so that the FCPE’s value closely tracks the share’s market price.

This scheme was introduced during first half 2013 when the 2012 employee profit share was paid out. Since then, a new scheme has been launched every spring when the employee profit share is paid out.

Happy at Work

The survey was conducted for the second consecutive year, in 17 countries in which the Group operates and covering all employees. The Group posted a recommendation rate of 77.9%, an overall score of 3.95/5 and a participation rate of over 60.4% of employees Group-wide (20,500 respondents out of 26,300 employees questioned).

Each of the countries concerned is committed to an action plan aimed at keeping the Group in the list of top performers.

At the end of the survey, ID Logistics ranked 10th in the 500+ employees category of this ranking based on the opinions of employees questioned during the HappyIndex®AtWork 2022 survey. 

Our results at 2024 year-end

Number of permanent employees (at year-end)

 

2023

2024

Group total

27,468

30,778 

Percentage of temporary employees (at year-end)

 

2023

2024

Group total

34.9%

40.4%

Voluntary departure rate

 

2023

2024

Group total

12.3%

15.1%

Internal staff changes

 

2023

2024

Group total

2,801

4,330

Incentive and profit-sharing agreements

€000

2023

2024

Incentives

7,386

8,335

Profit share

4,896

3,664

Absenteeism

Overall absenteeism rate.

2023

2024

Group total

5.8%

6.0%

Number of strike days

Number of strike days

2023

2024

Group total

4,023

2,531

% of days worked

0

0

Collective agreement

Overall, nearly 90% of Group employees are covered by collective labor agreements covering, in particular, work arrangements and working hours, pay rates and fringe benefits.

5.3.2ESRS S1 – Topic 2: Health and safety

The ID Logistics group’s main asset is its workforce of over 51,600 employees.

For this reason, the ID Logistics group has set itself the primary objective of developing a health and safety culture applicable to all employees, regardless of their location, as well as to any other person who visits or is present at the Group’s sites.

The ID Logistics group disseminates its health and safety culture at all hierarchical levels and across all sites, regardless of the country in which it operates. ID Logistics provides its employees with a secure working environment that focuses on reducing arduous work via ergonomic equipment, innovations and enhancements.

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Our risks

Reduced productivity and quality of service in the event of strikes related to poor working conditions.

Increased staff turnover, loss of knowledge and know-how and decreased Company attractiveness.

Damage to ID Logistics’ reputation among the general public, employees or partners, which could impact the Company’s market share.

Our opportunities

Staff retention and strengthening of employee engagement.

Reduced costs related to industrial accidents and sick leave.

Improvement of employee well-being and satisfaction, strengthening of their commitment to Group projects, reduction of absenteeism and staff turnover, in particular through social dialog.

Improvement of the Group’s image as a responsible employer among the general public and potential future employees.

Our policy

Maintain our health and safety policy in compliance with the legislation of each country in which the Group operates.

Make health and safety a priority for everyone, regardless of their position or location.

Maintain and regularly update our CID (certification system) program, which constitutes the cornerstone of the Group’s health and safety policy.

Implement the Safety Charter across all our operations and update it periodically.

Develop a specific policy for the prevention of industrial accidents through various tools (for example, a welcome booklet, vocational training for employees and safety procedures).

Adopt a continuous improvement approach to our health and safety policy, conducting appropriate analyses and periodic safety audits.

Our objectives

40% reduction in the frequency rate between 2018 and 2027 for ID Logistics employees and temporary staff (frequency rate: the total number of accidents (at the workplace) resulting in death or total incapacity lasting at least one day (excluding the day of the accident)/the number of hours of exposure to risk times 1,000,000).

40% reduction in the severity rate between 2018 and 2027 for ID Logistics employees (severity rate: number of calendar days actually lost as a result of an industrial accident (at the workplace)/number of hours of exposure to risk times 1,000).

Our initiatives

Group-wide engagement

For ID Logistics, safety comes first and is everyone’s responsibility. It is for this reason that the managers take initial responsibility and are tasked with ensuring that this strategy is applied and implemented. The entire management team, from country manager to site manager, is set results-based health and safety targets. Safety indicators are included in the SIM (Short Interval Management) briefings designed to raise employees’ awareness and keep them regularly informed. Indicators are displayed at all ID Logistics sites and compiled monthly at country and Group level. Safety rules are displayed at all ID Logistics sites, both inside warehouses and in outside work areas.

Awareness-raising

Days dedicated to workplace health and safety were organized (Safety Week in November in the Benelux countries, Green April and Yellow May in Brazil, Safety Month in France, Spain and Poland). In France, 7,100 employees received training for four weeks in 2024 on four safety topics.

Deployment of digital tools

Since 2022, the Securitab mobile app has continued to spearhead safety initiatives at our sites in France, enabling:

-management of safety alerts delivered to site managers for the implementation of suitable corrective action and monitoring through to completion;

-tracking of site safety audits with results compilation, in order to identify areas for improvement and ensure their resolution;

-digital centralized management of the single assessment document;

-coordination of all safety measures (OSMID, TMS inspection, etc.).

The Group has decided on a phased deployment of this application (or any similar application offering the same features) across all sites.

In Poland, a new gamification application available on PC, smartphone and scanner was rolled out in 2023. Connected to the WMS, it distributes virtual experience points to employees depending on the quantity and type of their preparation tasks. Points can then be exchanged for tangible rewards.

In 2020, ID Logistics Benelux rolled out its Gamification technical training program initiated in 2020. Virtual reality training has been created for handling equipment operators. 80 people have been trained using this technique since December 2021.

In 2023, a virtual reality safety training course for new arrivals was introduced at 40 French sites, including risk hunting and simulations (fire accident) designed to raise employee awareness. The international roll-out of virtual reality continues, particularly in Chile, where our forklift operators are trained using 360° immersive videos.

Robotics

In 2020, Spain launched a robot enabling operators to handle heavy loads (car batteries) with the assistance of a mechanical arm and suction gripper. A similar system was introduced in 2022 to handle beer barrels for a Spanish customer and paint pots for a French customer.

Ergonomic study of workstations

Since the launch of the TMS-MAP project in France in 2020, 90% of sites have conducted an ergonomic study on five workstations. The procedure, which combines on-site visits, strain measurement via sensors and the use of avatars, enables categorization of the workstations that cause the greatest strains as well as the development of corrective measures. It contributes towards the development of best practices and the CID benchmark at Group level.

Exoskeletons

In 2023, the Group implemented a program to test the performance of exoskeletons in real-life conditions using EMG sensors, motion capture and heart rate measurement. This program allowed us to test a comprehensive set of equipment and determine the most appropriate situations, providing real value-added for the operator.

Forklifts

Speed Control functions that automatically slow down forklifts during loading are gradually being introduced at warehouses as the fleet is replaced. This initiative significantly reduces the risk of accidents in high-risk situations (bay crossings).

Our results at 2024 year-end

Frequency rate (ID Logistics employees)

 

2023

2024

Group total

14.8

13.8

The frequency rate for ID Logistics employees (i.e. number of lost time industrial accidents (excluding travel accidents) during the year over actual payroll hours times 1,000,000) fell 6.8% versus 2023 thanks to the various initiatives.

Frequency rate (temporary employees)

 

2023

2024

Group total

17.8

13.4

NB: All countries except Morocco reported this indicator for the full year in 2024.

The frequency rate for temporary employees (i.e. number of lost time industrial accidents (excluding travel accidents) during the year over actual payroll hours times 1,000,000) fell 24.7% versus 2023 thanks to the various initiatives. This decline is consistent across the entire Group scope.

Frequency rate (ID Logistics employees + temporary staff)

 

2023

2024

Group total

16.01

13.6

NB: All countries except Morocco and Italy reported this indicator for the full year 2024.

The frequency rate for all employees (ID Logistics + temporary staff) (i.e. number of lost time industrial accidents (excluding travel accidents) during the year over actual payroll hours times 1,000,000) fell 15.5% versus 2023 thanks to the various initiatives. This decline is consistent across the entire Group scope. The frequency rate fell 46% between 2018 and 2024, thereby exceeding our target of a 40% reduction between 2018 and 2027.

Severity rate (ID Logistics employees)

 

2023

2024

Group total

0.51

0.46

NB1: In the various countries where ID Logistics operates, there are significant differences between the definition of industrial accidents, the conditions regarding medical leave and the requirement to report them to the relevant bodies. These differences are particularly marked between European and non-European countries.

NB2: The severity rate measurement only covers the scope of ID Logistics employees and cannot be extended to temporary staff due to the lack of information, partly stemming from the confidentiality that temporary employment agencies must guarantee regarding sick leave.

The severity rate (i.e. number of days lost due to industrial accidents (excluding travel accidents and extended absences or relapses arising from industrial accidents in prior years) over actual payroll hours times 1,000) fell 9% versus 2023 thanks to the various initiatives. This decline is consistent across the entire Group scope. The severity rate fell 52% between 2018 and 2024, thereby exceeding our target of a 40% reduction between 2018 and 2027.

Occupational sickness

In 2024, 47 people declared occupational sickness in France with the CPAM (French employee welfare organization) and to date have not been rejected, compared to 37 people in 2023. Given that the occupational sickness definition varies too widely between the Group’s countries of operation, only the indicator for France, which is the most significant, is disclosed. GRI 403-10.

5.3.3ESRS S1 – Topic 3: Equal treatment and opportunities for all

One of ID Logistics’ strengths is the diversity of its workforce, consisting of men and women of many different nationalities and backgrounds working together and sharing common goals. Encouraging staff diversity is one of the Group’s key commitments toward its employees.

In this respect, ID Logistics strives to build an inclusive culture where all employees are valued for their different knowledge, skills, experience, culture and background.

ID Logistics also strives to develop programs promoting the employment of people from a variety of backgrounds. As an employer, ID Logistics encourages fair employment practices worldwide while respecting equal opportunities for all employees in terms of both hiring and career development.

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Our risks

Increased staff turnover, loss of knowledge and know-how and decreased Company attractiveness (reduced access to a skilled workforce) if the importance of human capital and the internal workplace environment is not sufficiently taken into account.

Legal action taken by employees in the event of discrimination or any other infringement of their rights.

Our opportunities

Staff retention and strengthening of employee engagement in ID Logistics activities, resulting in:

-better performance for the Company;

-reduced efforts and costs related to redundancies, potential absenteeism, recruitment and training of new employees;

-production savings for teams as a result of employee support and skills development.

Improvement in the Company’s attractiveness and reputation, among existing and future employees, all stakeholders (investors, business partners) and the general public, as a responsible employer capable of developing talent and promoting diversity and equality.

Our policies

Ensure respect and freedom of expression.

Fight discrimination and defend equal access to opportunities, inclusive recruitment and equality in work and pay.

Improve and develop employees’ skills by providing access to vocational training, education and the formalization of skills pathways.

Our initiatives

Promoting equal opportunities for men and women

In 2023, the Group focused on conducting a survey across France. This review, which was shared and discussed with staff representatives, revealed that:

-there is no difference in salary levels between men and women for comparable jobs;

-the Group’s workforce is largely male.

In order to promote a long-term shared commitment, the Group signed an agreement with staff representatives towards the end of 2023.

The agreement mainly concerns hiring more women through a bold action plan covering:

-Hiring and access to employment;

-Professional training;

-Promotion;

-Work-life balance;

-Working conditions and occupational health & safety.

Other countries have adopted the same approach: for example, since 2021 Spain and Portugal have conducted a campaign called “Corresponsabilidad” (joint responsibility) to promote gender equality.

Promoting the professional integration of young people (under 26)

The location of our platforms allows us to offer jobs to people experiencing difficulty in the job market, with priority given to young people aged under 26.

In 2023, over 70 young people from disadvantaged neighborhoods were hired in our warehouses under permanent contracts or fixed-term contracts of more than six months.

ID Logistics has stepped up its commitment to work-study contracts and apprenticeships by adopting a structured, proactive policy of helping young people aged under 26 obtain qualifications ranging from the CAP certificate of professional competence to a Master’s degree.

In addition to the section entitled “Enhance the Company’s ability to attract potential”, this structured policy involves:

-identifying and training around 30 mentors to guide future young graduates;

-continued organization of an inclusion day for young people;

-a new housing assistance scheme with no length of service requirement for young people.

Lastly, in line with the initiatives organized over the previous years, all under-26 new hires are assigned a mentor for their first three months of employment.

Promoting the hiring and retention of senior staff (at least 57 years old, and at least 55 for disabled employees) and the passing on of knowledge and skills to young people

The Company has committed to maintaining the proportion of senior employees among the total workforce over the next three years.

The retention of senior employees goes hand in hand with measures to promote proper working conditions, a safe working environment and the absence of arduous work. The ID Logistics group’s endeavors to promote job retention among senior employees are focused on improving working conditions and identifying and preventing arduous work situations: adaptation of work equipment and methods to the needs of senior employees, annual medical check-ups, partnerships with occupational physicians to identify potential incapacity in advance and facilitate return to work after medical leave exceeding 90 days.

Examples of measures implemented:

-Developing skills and qualifications and providing training (CPF personal training scheme, redeployment scheme, in-company training plan, VAE recognition of experience, etc.).

-Easing the transition between working life and retirement: assistance by the HR department in preparing the employee’s pension application, organization of training schemes under the DIF system to prepare for retirement.

-Promoting tutoring work for employees aged 57 or over who volunteer to pass on knowledge and skills.

Our results in 2024

Proportion of women in the workforce

 

2023

2024

Group total

33.6%

35.6%

Proportion of women among new hires

 

2023

2024

Group total

38.2%

38.4%

Gender Equality Index (France)

 

2023

2024

Group total

84/100

89/100

Proportion of employees over 55 years old

 

2023

2024

Group total

11.7%

11.7%

5.3.4ESRS S1 – Topic 4: Training and skills development

The Group has created essential training courses for all types of jobs and functions within the Company, all grouped together in the ID Academy.

More specifically, ID Logistics is committed to improving the safety culture among all Group employees, by organizing specific training sessions for both permanent and temporary staff. The two annual CID audits verify the proper supervision of the safety training plan.

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Risks

Reduced productivity and quality of service in the event of strikes or poor talent management. Low level of professional qualification among our workforce, loss of efficiency within our operations.

Increased staff turnover, loss of knowledge and know-how and decreased Company attractiveness (reduced access to a skilled workforce).

Opportunities

Talent acquisition is essential to supporting the Group’s growth.

Recognition of achievements and fostering employee loyalty.

Encouragement of supervisory staff with a strong “field” culture, empowerment of middle managers.

Our policy

Encourage employee promotion.

Promote internal mobility through job mapping and classification.

Identify talent and help them improve their skills via a personalized development plan.

Ensure the perpetuation of our know-how in key business lines.

Allow employees to target the skills they need to take on a new role.

Encourage the hiring of international interns (VIE program) and work-study students and allow them to embark on professional life, abroad if necessary, backed by practical experience.

Our objectives

Reach 70% internal promotion for site managers by 2030.

Our initiatives

Skills development (GRI 404)

Training represents a considerable challenge at ID Logistics for all Group employees.

In 2021, ID Logistics launched an initiative aimed at:

strengthening and structuring training programs for production personnel, particularly in the area of workplace health and safety;

deploying a comprehensive training catalog covering all our business activities;

developing VAE (validation of acquired experience) processes;

extending executive training, mainly for senior executives, by creating partnerships with Aix-Marseille University and AFTRAL;

committing to a comprehensive equal opportunity and internal promotion policy: the ID Logistics group has decided to launch a training course devoted to “Fundamental Skills” for employees needing to improve their mastery of basic skills, including literacy and numeracy. In 2024, 10 employees took part in this training course;

rolling out training courses that also cover personal topics: more generally, this training aims to provide employees with the keys to a healthier lifestyle. For example, ID Logistics has implemented the #Salud360 program in Spain, which covers health, eating habits and stress management at work, while addiction awareness campaigns have been conducted in France. Similarly, in France, a program was launched in 2020 with a view to acquiring or consolidating basic knowledge (literacy and numeracy).

Digitization

Launched in 2023, the ID Academy program combines all the training programs launched in the various countries with a view to safeguarding key skills and developing others, via gradual deployment of processes and shared training platforms for all countries.

Succession plan

ID Logistics pays particular attention to its HR risks and issues related to the sustainability of its organizational systems.

The development of the people review and the planning of needs in terms of key resources, for all Group countries, particularly at the level of Management Committees and of the sites which require a special approach, are deployed across all countries and aim to:

develop succession planning for jobs;

ensure continuity of service provided to customers;

safeguard organizational systems.

ID Logistics has also launched a program for identifying potential based on an assessment of performance and potential. France was the first country to set up a career committee with a shared matrix and criteria.

Job mapping and classification

The global job mapping initiative launched in 2019 led to the completion of new mapping and descriptions for all jobs in terms of tasks and skills in France in 2020. The program continued in 2022 with all positions within the Group being categorized under a single job classification system. The main objective was to provide a clear overview of the various jobs and functions present in all countries, to be able to “weigh” positions and thereby facilitate transfers between countries by more easily measuring skills gaps between different organizations, while defining the packages associated with those positions.

Career paths

The Group implements career paths to help employees envisage the opportunities for professional development within the organization, identify the skill sets required for each of the jobs concerned and train accordingly.

These courses follow on from the initiatives launched in 2020 and finalized in 2021 under the aegis of the ID operations department, which resulted in the creation of the Stock Academy aimed at establishing a shared reference framework and allowing our stock managers to acquire the skills sets needed to perform their duties effectively. Rolled out in France, this type of course has now been extended to six other jobs.

In Brazil, ID Logistics launched its Leadership Academy in 2020, an ambitious development program covering all three levels of management.

These initiatives are destined to be rolled out across all countries, as part of the drive to identify common standards, leading to:

the identification of key skills blocks per population;

the general roll-out of managerial training, depending on the level of responsibility.

Encouraging internal mobility

ID Logistics conducts ambitious strategic workforce planning in order to anticipate the Group’s future staffing requirements. By identifying potential movements and preparing for them in advance, the Group aims to perform the requisite internal staff changes with greater speed and efficiency as opportunities arise.

Fostering relationships with educational establishments and training organizations

In order to both promote the logistics and transport business lines, source future talent and train employees throughout their career, ID Logistics has developed numerous partnerships with different educational establishments and training organizations.

Relationship with universities

The ID Logistics group currently partners with a number of educational establishments:

France: KEDGE BS, IUT Aix-Marseille (logistics management training), AFTRAL.

Spain: Politécnica de Madrid, Politécnica de Cataluña, Complutense de Madrid, Alcalá de Henares, ESADE, IE, EAE.

Netherlands: ROC (Tilburg).

Romania: Polytechnic University Bucharest – Transport Faculty & Academy of Economic Studies – Logistics Master.

Taiwan: Vanung University, Chung Yuan Christian University, Shu-Te University, National Kaohsiung University of Science and Technology.

Brazil: São Paulo State, UNIP - Paulista University, Estácio University, Nove de Julho University, São Judas Tadeu University, Minas Gerais State, FAEX - Extrema College, Educational Anhanguera (University).

In particular, since 2020, ID Logistics and KEDGE Business School have established a partnership aimed at developing the Company’s reputation within the school community and supporting its employer brand by promoting the recruitment of interns and work-study trainees in supply chain business lines.

ID Logistics has been particularly involved in supporting students in their professional projects by participating in various recruitment or experience-based learning schemes. Meanwhile, ID Logistics also worked with KEDGE’s supply chain research center by assigning three-year study projects to its tutors.

In 2023, ID Logistics became one of the first signatories to the KEDGE CSR Partner Charter, thereby confirming its commitment to an ecological and social transition.

ID Logistics and KEDGE Business School have decided to step up their partnership by establishing new areas of development in the form of “Supply Chain Supporter” scholarships.

In this context, the ID Logistics group:

supports the school’s supply chain research activities, thereby contributing to the production of educational content;

awards an annual scholarship to two KEDGE students;

allows young workers under the age of 30 to join the Company and develop their skills through specialized supply chain programs;

assigns missions and case studies to students in specialized supply chain programs;

has signed the school’s CSR Partner Charter;

promotes the recruitment of work-study trainees & international VIE interns.

Work-study contracts: the Group’s proactive policy to hire work-study students led to over 130 new hires in 2024. The retention rate has been steadily increasing over the last five years (36% in 2024). Students are hired in either operational or cross-functional positions or pursue their work-study programs at ID Logistics. A support program was set up alongside KEDGE Business School in late 2023 to help tutors perform their duties.

VIE: in view of its rapid international expansion and the addition of new countries, ID Logistics has been prioritizing this scheme for several years. In 2024, nine VIE students carried out assignments in South America (Argentina) and Europe (Spain, Romania, Italy).

Management aims to encourage each country even more strongly to welcome young graduates in order to let them enjoy a great international experience and share their knowledge and skills on assignments in various fields, such as operations, continuous improvement and finance.

Forming partnerships

In 2024, ID Logistics continued to work alongside organizations promoting the professional integration of young people, including Ecole de la 2e Chance and 100 Chances 100 Emplois.

Our results at 2024 year-end

Internal promotion rate for logistics warehouse managers

 

2023

2024

Group total

64%

64%

Number of training hours

 

2023

2024

Group total (1)

306,295

413,478

(1) Training hours include employees’ statutory training entitlement (DIF) but exclude vocational qualification periods.

5.3.5ESRS S1 – Topic 5: Employment and inclusion of persons with disabilities

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Impacts

The Group has decided to structure the policy for promoting the hiring and retention of persons with disabilities, thus making their integration into the workforce an opportunity for broader reflection on the Company, its values and its organization. This initiative forms part of the global policy in favor of equal opportunities, promoting diversity and eliminating discrimination espoused by the ID Logistics group.

Risks

Incurring a financial penalty if the statutory minimum is not met in the countries concerned.

Damage to our reputation if persons with disabilities make up a non-material proportion of the workforce.

Opportunities

Improvement of the Group’s image as a responsible employer by including employees with disabilities.

Increase in the Group’s attractiveness.

Creation of high-performing teams thanks to the diversity of their members.

Development of a fairer and more peaceful workplace environment through inclusion.

Our policy

Raise awareness and train our teams on the integration of employees with disabilities.

Broadly inform and communicate about disability.

Employ and integrate persons with disabilities.

Support our employees with disabilities thanks to specific career paths.

Safeguard employment for persons with visible or invisible disabilities.

Work with the sheltered sector and disability-friendly companies.

Our objectives

Increase the proportion of employees with disabilities by 20% by 2025 versus 2020.

Our initiatives

A dedicated project in France

France has decided to create a specific disability project driven by a multidisciplinary, multi-purpose working group tasked with identifying and leveraging best practices in terms of access to employment, communication, training and retention of persons with disabilities. The best practices identified in this way will be disseminated across the other Group countries.

European Disability Employment Week (EDEW)

The Group organized a week of internal communication to coincide with European Disability Employment Week, featuring employee testimonials, practical information and an interactive quiz designed to inform employees and challenge misconceptions.

DUO Days

The Group organized a DUO Day in November 2024, creating over 30 “ID DUOs” bringing together people with disabilities and volunteers from among the ID Logistics workforce, in all roles and throughout France. The aim was to increase knowledge of the business and to promote coexistence, overcome prejudice and accept diversity and disability.

SIFU Foundation

Since 2023, we have been working with the SIFU Foundation, which promotes the social and professional integration of persons with disabilities. The Foundation runs an inclusive artistic project known as “BecasSuperArte”, which aims to promote the artistic development of persons with disabilities. In May 2023, we signed a collaboration agreement with the Foundation to sponsor a disabled artist and grant him a scholarship to pursue his artistic studies during the 2023-2024 academic year. The aim is to promote the employability of persons with disabilities by encouraging their personal and artistic development through culture.

Our results at 2024 year-end

The proportion of Group employees with disabilities has progressed as follows:

 

2023

2024

Group total

2.1%

2.1%

5.4Environmental ESRS

In this section, environmental issues have been listed in order of importance based on the results of the double materiality analysis, the state of play for the topic in question, the risk mitigation measures implemented and the existing or upcoming monitoring indicators, objectives and action plans. It also sets out the Sustainable Development Goals (SDGs 7, 12 and 13) to which the Group contributes.

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5.4.1ESRS E1 – Topic 1: Climate Change - Climate Change Mitigation

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Logistics activities impact the carbon footprint due to warehouse activities, transportation and, most of all, the logistics supplier’s positioning in its customer supply chains.

Therefore, for several years, the Group has been measuring its environmental impact across all of its activities and, consequently, across all three emissions scopes. These precise measurements make it possible to include its entire value chain, including suppliers and, above all, customers. The carbon assessment of business activities is therefore forwarded to the customer along with the associated reduction plans. In the ordinary course of business or when responding to calls for tenders, a systematic proposal is made to customers for solutions, covering all processes, to reduce the environmental impact, both in terms of energy (E1 - Scope 1 & 2) and packaging, waste or equipment (E5 - Scope 3). This global approach of customer inclusion is implemented in both logistics and transport business lines, where multiple solutions focused on alternative fuels and the modal shift are available.

Since 2020, ID Logistics has pursued a target to reduce its Scope 1 and 2 greenhouse gas emissions for the logistics business by 40% per pallet shipped between 2018 and 2030. This objective and the associated initiatives illustrate ID Logistics’ commitment to align with the Paris Agreement.

Moreover, a climate hazard risk analysis was carried out in order to identify sites at risk in the short term. As the Group does not own the sites it operates, preventive measures are implemented in conjunction with customers and lessors.

Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities related to climate change

Risks

Lack of attractiveness for customers/prospects for whom climate change is a major concern or regulatory constraint (particularly under the CSRD).

Lack of attractiveness for employees/candidates seeking a company committed to reducing its environmental footprint.

Failure to anticipate regulatory requirements that may lead to additional financial expenses.

Opportunities

Through a bold climate change mitigation policy, establish positions in the supply chains of customers pursuing goals at least as ambitious as our own.

Improve the Company’s image, increase attractiveness for new talent and enhance the meaningfulness of our initiatives for existing employees.

Obtain new logistics and transport markets with a high demand for low-carbon services.

Our policy

Keep our CO2 emissions under control throughout our value chain and across all three scopes (1, 2 & 3) and all business activities.

Deploy central governance that relies on country governance to manage our GHG emissions and the associated reduction plans.

Reduce greenhouse gas emissions generated by our logistics activities through the widespread roll-out of low-carbon energy.

Reduce greenhouse gas emissions generated by our transport activities by focusing on the modal shift and the deployment of alternative energies.

Reduce our environmental impact by working with customers to reduce waste and consumables.

Our objectives

Reduce the carbon footprint of our logistics activity, targeting a 40% reduction in CO2/pallet between 2018 and 2030 (Scopes 1 & 2).

Increase the proportion of multi-modal transport used.

Increase the proportion of alternative energies used for transport.

Our initiatives

Logistics activities

Low-carbon electricity

Deployment of on-site electricity production for self-consumption: over and above regulatory requirements, where contract duration allows or where the Group acts as a building construction project manager, the Group installs renewable energy production equipment.

Use of green electricity: the Group has also signed contracts for the supply of renewable electricity, with guarantee of origin certificates.

Consumables and waste

Waste reduction and increase in waste sorting. To reduce waste-related emissions, ID Logistics is working on improving its sorting and recovery processes (see section 5.4.3).

Deployment of reusable or low-carbon consumables:

-Reducing consumption: the Group seeks to reduce consumption, of shrink-wrapping in particular, by introducing automatic stretch wrap machines at most sites (leading to lower shrink-wrapping consumption compared to manual shrink-wrapping processes) and reducing shrink-wrap thickness;

-Reusable packaging: the introduction of reusable packaging is also an important area of work with our customers, specifically plastics bins, cardboard and pallets.

Responsible procurement

Working with suppliers to deliver products or services with an environmental impact that improves over time (see section 5.2.3)

Travel

Optimization of commuting: the Group is committed to limiting the commuter footprint and has launched projects to this end:

-Implementation of a car-sharing application in France;

-Offering jobs near the home if possible;

-Assistance with moving house;

-Daily bus service introduced in Poland.

Optimization of business travel: the Group’s travel policy favors travel by rail rather than air whenever possible. Lastly, some time ago the Group introduced a virtual meeting system for employees.

Transport activities

Deployment of multi-modal transport solutions

Combined cold chain logistics: ID Logistics uses the services of its subsidiary FroidCombi, a combined rail-road transport operator specializing in temperature-controlled transport. ID Logistics ships several swap bodies between the Avignon, Valenton and Dourges terminals each day. Rail transport emits nine times less CO2 and consumes six times less energy.

Use of swap bodies on regular rail-road lines for our own means of transport.

For monitored flows (IDEO):

-Reduction of the carbon footprint of affected customers thanks to routing plan optimization by reducing empty-load mileage and vehicle operating time. IDEO monitored over 350,000 transport orders in 2023.

-ID Logistics has also developed rail organization expertise, contributing to the modal shift (organization of 1,700 trains per year, the equivalent of 80,000 trucks, over an average distance of 750 km).

Low-carbon energy vehicles

Deployment of thermal vehicles running on alternative energy.

Deployment of high-volume thermal vehicles.

Fleet electrification over short distances for heavy loads and last-mile delivery.

Our results at 2024 year-end

Change in greenhouse gas emissions is as follows:

 Tons of CO2

2023

2024

Scope 1 total GRI 305-1

58,038

61,260

Scope 2 total GRI 305-1

67,905

70,327

Scope 3 total GRI 305-1

333,573

413,084

Tons of CO2 emitted, Scope 1, 2 and 3 (9) at constant scope

459,516

544,671

Scope 3 total GRI 305-1 at adjusted scope (1)

471,272

Tons of CO2 emitted, Scope 1, 2 and 3 (9) at adjusted scope

602,859

(1) The Scope 3 adjustment takes into account an adjustment made on subcontracted transport in the Netherlands which was largely underestimated in 2023 (additional 50,841 tCO2) and a reassessment of commuting distances for France (additional 7,346 tCO2)

Logistics and head office activities: 52% of the Group’s carbon footprint

The carbon footprint is primarily comprised of six elements. The Group works to reduce the carbon footprint in each of these areas, either by reducing volumes consumed or via less carbon-intensive consumption methods.

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Electricity

Impact: representing 22% of the warehouse carbon footprint, used for lighting, charging handling equipment, the operation of automated equipment and computer system power supply.

Change: the electricity carbon footprint increased by 4.3% in 2024, which is proportionally lower than the 7% increase in business volumes (number of pallets shipped). This relative decrease is mainly due to the use of low-carbon electricity in 2024 (27% of kWh consumed versus 18% in 2023).

Self-consumption: 6,183 MWh of electricity was produced and self-consumed at our logistics sites in 2023, which is 3.5 times more than in 2023.

Low-carbon electricity: 73,184 MWh, representing 27% of Group consumption, in Germany, Argentina, Brazil, the Netherlands, Spain, Poland and France.

Natural gas

Impact: representing 6% of warehouse carbon footprint and used to heat our premises as well as for copacking operations.

Change: reduced proportion compared to other emissions.

Buildings

Impact: representing 14% of warehouse carbon footprint, covering depreciation of the impact of construction over 20 years.

Change: stable proportion of Group carbon footprint compared to 2024. The absolute value increased in proportion to the surface area operated, which increased by 14%.

Certification: 25% of our logistics sites have obtained environmental certification (BREEAM, LEED, HQE or EDGE).

Waste

Impact: 19% of warehouse carbon footprint. Consideration of the end of waste generated by ID Logistics’ activity or waste treatment.

Change: the proportion increased slightly compared to 2023 due to growth in activities that generate more waste.

Raw materials and consumables

Impact: 9% of warehouse carbon footprint. Corresponds to the consumables used for handling and packing products, either inside the warehouse or at time of shipment. The Group’s activities consume few raw materials in the strict sense. Consumables mainly consist of cardboard packaging and shrink-wrapping and are highly dependent on our customers’ activity.

Change: consumables still represent a stable proportion of the Group’s carbon footprint and we are deploying solutions to reduce absolute tonnage, particularly for consumables used in our processes. The change in absolute tonnage varies greatly depending on the agreement we have with our customers, which changes from year to year.

Commuting

Impact: 23% of the carbon footprint. This is a macro estimate that will be fine-tuned over the coming years: it is calculated on the basis of estimates of commuting distances per country for an average FTE workforce spread over the year and an estimate of the means of transport.

Change: analysis of change is not relevant due to the highly theoretical calculation method. The Together + Responsible program offers a number of initiatives for reducing GHG emissions related to employee travel. Since 2023, over 19 projects targeting carbon footprint reduction have been carried out (e.g. prioritizing car-sharing in parking space allocation, establishing public transport links to our sites with the corresponding local authorities, building bicycle sheds, etc.).

Other elements

Other elements (fuel oil, refrigerant, business travel, forklifts, etc.) are non-material (< 7% of emissions):

IT: use of servers running on renewable energy, selection of energy-efficient computer equipment.

Business travel: preference for rail.

Company vehicles: transition of vehicle fleet towards more fuel-efficient engines.

Forklifts: switch to Li-ion batteries allowing a 20% reduction in electricity consumption.

Transport activities: 48% of the Group’s carbon footprint

The carbon footprint of transport is split into two categories: self-operated transport (energy used) and subcontracted transport. Monitored transport is not included in our carbon footprint.

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The Group deploys a range of alternative solutions in order to reduce this impact in absolute terms.

Self-operated transport

Self-operated transport, which represents 17% of our transport carbon footprint:

Multi-modal: ID Logistics transported 2,798 swap bodies in 2024, an 11.5% increase compared to 2023.

Alternative drive power in France: 52% of HGVs are fitted with an alternative engine (VNG or electric), including 2% HGV tractors (electric), as are 7% of LVs (electric) including 1% HGV tractors (electric). - Argentina: 10 trucks fitted with alternative drive power (VNG).

Mega-trucks - Spain: 9 mega-trucks have been rolled out (capable of transporting 1.5 times the load of a standard vehicle and twice the volume).

Charters and labels.

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The French freight division has regularly renewed its commitment to the “Objectif CO2” charter since 2009. This charter formalizes the voluntary commitment made by road freight operators to reducing their carbon emissions. It was drawn up by the French Ministry of Ecology, Energy, Sustainable Development and Marine Affairs, and various professional organizations in collaboration with ADEME. By signing the charter, the Group has undertaken to meet certain CO2 emission reduction targets. The Group aims to meet these targets by modernizing its vehicle fleet, monitoring its fuel consumption, training its drivers, improving load ratios and minimizing empty-load mileage. The most recent renewal of the charter in 2022 for the 2022-2024 period targets a 10% reduction in GHG emissions within three years.

Subcontracted transport

Subcontracted transport, which represents 84% of the transport carbon footprint: Regarding its subcontractors, ID Logistics implements initiatives similar to those for its own fleet: transition to alternative fuels, deployment of electric vehicles.

Managed transport

Emissions from the transport flows that we manage on behalf of our customers (and which are not included in our carbon footprint) are estimated at 273,172 tCO2eq. for 2024. After the success of its 2020-2022 commitment and a total reduction of 8% in its transport GHGs, IDEO renewed its EVCOM commitment in 2023 with the aim of reducing emissions by a further 5% by 2025. Since the beginning of its commitment, IDEO has contributed to reducing its transport-related emissions by over 11,600 tCO2eq., the equivalent of over 15,000 full-load truck journeys between Paris and Lyon.

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Between 2020 and 2021, all of the French transport management businesses signed the EVCOM commitment. This charter formalizes a voluntary commitment to reducing carbon emissions on the part of flow managers and freight forwarders. It was drawn up by the French Ministry of Ecology, Energy, Sustainable Development and Marine Affairs, and various professional organizations in collaboration with ADEME. By signing the charter, the Group has undertaken to meet certain CO2 emission reduction targets. Its first commitment under the charter, signed in 2020 for the 2020-2022 period, is to target a 5% reduction in its own GHG emissions and those of its customers within 3 years.

Through initiatives such as the pooling of backhauls by maximizing train loads, IDEO contributes to reducing both costs and carbon footprint. A striking example is the partnership established in summer 2024 with Verbrugge Terminals B.V., a company specializing in port terminal management and maritime logistics, particularly in imports and exports for the paper industry, allowing for a 1,500-ton reduction in CO2 emissions per year thanks to the optimized use of return trains of one of its key customers between Benelux and the Rhône-Alpes region, via the Antwerp hub.

Carbon offsetting

The Group has entered into a carbon offsetting partnership with EcoAct. The partnership involves carrying out voluntary carbon offsets based on the most widely recognized certificates. No offsets were carried out in 2024.

5.4.2ESRS E1 – Topic 2: Energy efficiency

Disclosure Requirement related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Across our logistics activities, we use energy for lighting, heating, automation, forklifts and temperature control. However, we are not systematically able to manage changes, because we are heavily dependent on the activity of our customers and the specifications tailored to their business.

Energy is at the heart of our transport business. Proper energy management is therefore the main concern during our operations, and all employees are committed to furthering this goal, for example through route and load optimization and improved driving habits.

Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities related to climate change

Risks

Increase in energy costs and deterioration in the economic performance of our business, particularly energy-intensive activities such as the operation of temperature-controlled warehouses or transport.

Loss of attractiveness of our commercial offers due to poor energy management.

Contraction of our activity due to energy scarcity.

Opportunities

Stabilization of energy costs through control of consumption.

Limitation of operational dependence on energy.

Improvement of the Company’s image by meeting our energy intensity reduction targets.

Our policy

Across our logistics activities

Monitoring of energy consumption including quarterly monitoring at Group level.

Deployment of an action plan at each warehouse with a view to reducing energy consumption.

Across our transport activities

Deployment of technologies to reduce energy consumption by rolling stock.

Eco-friendly driver training.

Our objectives

Reduce the energy intensity (kWh/m²) of logistics activities by 20% between 2018 and 2030.

Our initiatives

Logistics activities

Buildings

Installation of our operations in new buildings that meet the most stringent environmental standards in terms of energy efficiency ( 25% of our warehouses have obtained environmental certification).

Electricity

Reduction of electricity consumption through the Watt’s Down program, which enables sites to assess their own consumption and identify projects for reducing it.

Installation of software to manage hourly energy consumption at the sites where ID Logistics is responsible for this item. In 2024, this technology was deployed at nearly 70 sites.

Replacement of conventional lighting with LEDs Combined with the installation of motion and brightness sensors, the switch to LEDs generates significant reductions. 56% of our warehouses are fitted with this low-consumption equipment.

Forklift lithium-ion batteries have been installed across nearly 45% of our warehouses, thereby generating a 20% reduction in electricity consumption while improving operator safety.

Natural gas

Deployment of software (as in the case of electricity) that manages hourly gas consumption at the sites where ID Logistics is responsible for this item.

At sites requiring temperature-control functions, especially in winter, several initiatives have been implemented, including adjusting the temperature setpoint and supplying equipment tailored to team requirements. Nearly 100 sites are equipped with centralized temperature management, allowing better control of the energy used to heat our buildings.

Transport activities

Eco-driving training for HGV drivers with consumption control via on-board telematics. Eco-driving reduces vehicle consumption by up to 15%.

Deployment of truck fleets that meet the latest, most stringent environmental standards. As such, the entire HGV fleet in France meets the Euro 6 standard and is equipped with stop-start systems to reduce vehicle consumption and therefore the environmental footprint.

Deployment of refrigerator trailers in France cooled using technologies that no longer require a diesel engine.

Our results at 2024 year-end

Our energy consumption in MWh – GRI 302-1:

 

2023

2024

Type

MWh

%

MWh

%

Electricity

243,297

50.8%

290,596

53%

Gas

75,305

15.7%

86,279

16%

Fuels

159,866

33.5%

166,680

31%

TOTAL

478,468

543,554

Our objective of reducing kWh/m² across the logistics activity

 

2023

2024

Group total

-15%

-16%

Based on our 2024 performance, we are on track to achieve our 2030 target of a 20% reduction in kWh consumption.

We have achieved a 16% decrease, down a further 1% compared to 2023. This performance should be considered in light of our increased proportion of temperature-controlled surface areas, up from 9% to 12% between 2023 and 2024, and automated surfaces, which expanded from 19% to 23% between 2023 and 2024.

5.4.3ESRS E5 – Topic 1: Circular economy - Waste

In a continuous effort to reduce its environmental impact, managing its own waste is one of ID Logistics’ most direct tools.

Waste generated by ID Logistics at its sites is mainly derived from four sources:

Packaging of products handled on site: this mainly includes primary packaging of products sent by customers, which ID prepares and ships in smaller units than those received (e.g. shrink-wrap on inbound pallets when products are prepared for packing, primary cardboard packaging when the product is prepared for unit shipment, strapping, etc.).

Products damaged on site or during transport, returns and obsolete products.

Consumables used by ID during order-picking and shipment processes (e.g. directional label holder, shrink-wrapping, cardboard).

On-site staff activities (paper, household waste, etc.).

Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities related to resource use and the circular economy

Risks

Loss of business if the Group fails to offer solutions to manage and recover warehouse waste in line with customer expectations.

Financial risk (fines) in the event of non-compliance, particularly in Europe, with regulations requiring companies to limit, sort and recover their waste (Directive 2008/98/EC).

Reputational risk (brand image) among customers, especially if waste management is not carried out correctly.

Opportunities

Commercial attractiveness for customers for whom this is a major concern.

Improved financial performance through better recovery of recyclable waste and reduction of miscellaneous waste.

Reduced costs thanks to the roll-out of reusable packaging.

Our policy

Implement waste sorting solutions.

Ensure that waste recycling or recovery channels are identified and used.

Work with customers to reduce waste at source.

Promote the circular economy in packaging in order to reduce single-use consumables, thereby reducing waste in our warehouses and at customer sites.

Our objectives

Reach 85% of waste recycled by 2025.

Our initiatives

Implementation of waste sorting at 83% of the sites where we manage waste (verified during the CID audit).

Reuse of waste as cushioning consumables. In Spain, France and the United States, cardboard has been increasingly used as cushioning instead of being sent for recycling. This made it possible to avoid both waste and the use of a new consumable.

Resale of boxes in good condition for reuse outside the Company.

Reuse of supply delivery boxes for shipments.

Deployment of closed loops for packaging supports. In Poland, a circuit for reusing pallet cover roll tubes has been set up with the supplier.

Reuse on the internal market of supplied packaging no longer in use. Spain promoted the recycling of old equipment by setting up a second-hand exchange (rastrillo) and a system for recycling WEEE.

Certain initiatives also allow waste to be recovered in an original way. In France, the Nanteuil site has set up a partnership with the Lycée des Métiers d’Art Saint-Quentin to supply material waste (cardboard, reconstituted wooden planks, work surface supports, etc.) to be transformed into works of art and to help young apprentices learn the trades of cabinetmaking, marquetry, engraving and painting.

Our results at 2024 year-end

Waste tonnage generated broke down as follows:

 

2023

2024

Type

Tonnage*

%

Tonnage*

%

Cardboard

39,927

46%

60,775

57%

Wood

9,552

11%

12,025

11%

Plastic

4,783

6%

7,113

7%

Ordinary industrial waste and other

30,099

34%

22,697

21%

WEEE

157

0%

259

0.2%

Hazardous waste

Not available

94

0.09%

Other

2,956

3%

3,189

3%

Destruction by customer

Not available

27,840

Excluded

TOTAL (excluding destruction)

87,474

106,152

* The coverage (based on the number of sites for which data is available over the number of sites included in the reporting procedure, as per the procedural memo) amounted to 87% in 2024.

Tonnage of cardboard (waste) reused in our processes (estimate)

 

2023

2024

Group total

n/a

410

Logistics waste sorting rate

 

2023

2024

Group total

66%

79%

5.4.4Green taxonomy

In accordance with the European Green Taxonomy Regulation, ID Logistics has listed its activities considered as contributing substantially to climate change mitigation.

Eligible activities

Eligible activities are restricted to purchasing, financing, credit and operations

Rail freight transport (activity 6.2).

Transport by motorbikes, passenger cars and light commercial vehicles (activity 6.5): vehicles designated as belonging to the categories and for commercial vehicles.

Road freight transport (activity 6.6).

Building acquisition and property (activity 7.7).

Aligned activities

A business activity is considered to be aligned if it (i) makes a substantial contribution and (ii) complies with the Do No Significant Harm (DNSH) principle.

Freight rail transport (activity 6.2): all activities are aligned with the substantial contribution criteria and comply with the DNSH principle.

Transport by motorbikes, passenger cars and light commercial vehicles (activity 6.5).

Freight transport services by road (activity 6.6): excluding subcontracted transport operations where the Group has no means of verifying the alignment criteria, as well as transport operations carried out with vehicles not covered by stage E of the Euro VI standard.

Acquisition and ownership of buildings (activity 7.7):

-The following were discounted:

buildings outside Europe for which the Group has no means of verifying the alignment criteria;

buildings exposed to climate risks (DNSH criterion). This verification was carried out by cross-checking the information from the WWF Water Risk Filter and the R4RE (resilience for real estate) tools on a sample representing over 70% of CAPEX and revenues;

buildings built before 2020 that do fall under Class A.

-The included buildings all benefit from an energy performance management system.

Scope

The revenue, capital expenditure and operating expenses in question cover all the Group’s activities corresponding to the scope of the companies under its control.

The financial data is taken from the financial statements for the year ended December 31, 2024. Revenue and capital expenditure can therefore be reconciled with the financial statements.

Operating expenses were negligible (€140 million vs. €2,766 million) and therefore not included. 

 

Revenues

Capital expenditure

 

Amount (€000)

%

Amount (€000)

%

Activities eligible for the taxonomy

1,067,852

33%

338,964

62%

Aligned activity

624,209

19%

208,947

38%

Non-aligned activity

443,643

14%

130,017

24%

Activities not eligible for the taxonomy

2,203,152

67%

212,092

38%

Total

3,271,004

100%

551,056

100%

Financial data is taken from the 2024 financial statements.

Since the regulations are changing, the Group’s analysis will be adapted in line with future changes.

Fiscal year N

Year

Substantial contribution criteria

Do No Significant Harm (DNSH) criteria (h)

Business category

Business activities (1)

Code (a) (2)

Revenues (€) (3)

Revenue share (%) (4)

Climate change mitigation
(Y;N;N/EL) (b) (c) (5)

Climate change adaptation (Y;N;N/EL) (6)

Water (Y;N;N/EL) (7)

Pollution (Y;N;N/EL) (8)

Circular economy (Y;N;N/EL) (9)

Biodiversity and ecosystems (Y;N;N/EL) (10)

Climate change mitigation (Y;N) (11)

Climate change adaptation (Y;N) (12)

Water (Y;N) (13)

Pollution (Y;N) (14)

Circular economy (Y;N) (15)

Biodiversity and ecosystems (Y;N) (16)

Minimum safeguards (Y;N) (17)

Proportion of revenues aligned with the taxonomy (A.1) or eligible (A.2), year N-1 (%) (18)

Category (enabling activity) (E) (19)

A. Activities eligible under the taxonomy 

A.1 Environmentally sustainable activities (aligned with the taxonomy)

Freight rail transport

6.2

9,367

0%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

0%

E

Home delivery activity

6.5

53,618

2%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

2%

E

Freight transport services by road

6.6

318,899

10%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

4%

E

Acquisition and ownership of buildings

7.7

242,326

7%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

N

Y

Y

Y

Y

Y

7%

E

Revenues of environmentally sustainable activities (aligned with the taxonomy) (A.1)

 

624,209

19%

19%

0%

 

 

 

 

 

 

 

 

13%

 

Of which enabling activity (%)

 

 

 

19%

0%

 

 

 

 

 

 

 

 

E

Of which transitional activity (%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.2 Activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (g)

Home delivery activity

6.5

5,958

0%

EL

EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

 

 

Freight transport services by road

6.6

165,941

5%

EL

EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

 

Acquisition and ownership of buildings

7.7

271,745

8%

EL

EL

N/EL

N/EL

N/EL

N/EL

 

 

 

 

 

 

 

 

Revenues from activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (A.2) 

 

443,643

14%

14%

0%

 

 

 

 

 

 

 

 

 

 

 

21%

B. Activities not eligible for the taxonomy (%)

Revenues from activities not eligible under the taxonomy

2,203,152

67%

Total (A + B)

3,271,004

100%

 

1,067,852

Fiscal year N

Year

Substantial contribution criteria

Do No Significant Harm (DNSH) criteria (h)

Business category

Business activities (1)

Code (a) (2)

CapEx (currency) (3)

CapEx share (%) (4)

Climate change mitigation
(Y;N;N/EL) (b) (c) (5)

Climate change adaptation (Y;N;N/EL) (6)

Water (Y;N;N/EL) (7)

Pollution (Y;N;N/EL) (8)

Circular economy (Y;N;N/EL) (9)

Biodiversity and ecosystems (Y;N;N/EL) (10)

Climate change mitigation (Y;N) (11)

Climate change adaptation (Y;N) (12)

Water (Y;N) (13)

Pollution (Y;N) (14)

Circular economy (Y;N) (15)

Biodiversity and ecosystems (Y;N) (16)

Minimum safeguards (Y;N) (17)

Proportion of CapEx aligned with the taxonomy (A.1) or eligible (A.2), year N-1 (%) (18)

Category (enabling activity) (E) (19)

A. ACTIVITIES ELIGIBLE UNDER THE TAXONOMY (%)

A.1 Environmentally sustainable activities (aligned with the taxonomy)

Freight rail transport

6.2

0

0%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

0%

E

Home delivery activity

6.5

0

0%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

0%

E

Freight transport services by road

6.6

19,733

4%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

Y

Y

Y

Y

Y

Y

4%

E

Acquisition and ownership of buildings

7.7

189,214

34%

Y

Y

N/EL

N/EL

N/EL

N/EL

Y

N

Y

Y

Y

Y

Y

35%

E

CapEx of environmentally sustainable activities (aligned with the taxonomy) (A.1)

208,947

38%

38%

0%

 

 

 

 

38%

 

Of which enabling activity (%)

 

 

38%

0%

 

 

 

 

 

E

Of which transitional activity (%)

 

 

 

 

 

 

 

 

 

 

A.2 Activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (g)

Home delivery activity

6.5

0

0%

EL

EL

N/EL

N/EL

N/EL

N/EL

0%

 

Freight transport services by road

6.6

2,116

0%

EL

EL

N/EL

N/EL

N/EL

N/EL

1%

 

Acquisition and ownership of buildings

7.7

127,901

23%

EL

EL

N/EL

N/EL

N/EL

N/EL

26%

 

CapEx of activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (A.2) 

 

130,017

24%

24%

0%

 

 

 

 

27%

 

B. ACTIVITIES NOT ELIGIBLE UNDER THE TAXONOMY (%)

CapEx of activities not eligible under the taxonomy

212,092

38%

Total (A + B)

551,056

100%

 

338,964

Fiscal year N

Year

Substantial contribution criteria

Do No Significant Harm (DNSH) criteria (h)

Business category

Business activities (1)

Code (a) (2)

OpEx (currency) (3)

OpEx share (%) (4)

Climate change mitigation
(Y;N;N/EL) (b) (c) (5)

Climate change adaptation (Y;N;N/EL) (6)

Water
(Y;N;N/EL) (7)

Pollution (Y;N;N/EL) (8)

Circular economy (Y;N;N/EL) (9)

Biodiversity and ecosystems (Y;N;N/EL) (10)

Climate change mitigation (Y;N) (11)

Climate change adaptation (Y;N) (12)

Water (Y;N) (13)

Pollution (Y;N) (14)

Circular economy (Y;N) (15)

Biodiversity and ecosystems (Y;N) (16)

Minimum safeguards (Y;N) (17)

Proportion of OpEx aligned with the taxonomy (A.1) or eligible (A.2), year N-1 (%) (18)

Category (enabling activity) (E) (19)

A. ACTIVITIES ELIGIBLE UNDER THE TAXONOMY (%)

 

 

A.1 Environmentally sustainable activities (aligned with the taxonomy)

Freight rail transport

6.2

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

Home delivery activity

6.5

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

Freight transport services by road

6.6

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

Acquisition and ownership of buildings

7.7

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

OpEx of environmentally sustainable activities (aligned with the taxonomy) (A.1)

0

0

 

 

 

 

 

 

 

 

 

 

 

 

Of which enabling activity (%)

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

E

Of which transitional activity (%)

0

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.2 Activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (g)

Home delivery activity

6.5

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

 

 

 

Freight transport services by road

6.6

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

 

 

 

Acquisition and ownership of buildings

7.7

0

0

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N

N

N

N

N

N

 

 

 

OpEx of activities eligible under the taxonomy but not environmentally sustainable (non-aligned with the taxonomy) (A.2) 

 

0

0

B. ACTIVITIES NOT ELIGIBLE UNDER THE TAXONOMY (%)

OpEx of activities not eligible under the taxonomy

0

0%

Total (A + B)

0

0%

5.5Progress report on Ambition 2030

Objective

Baseline year

End year

2023

2024

40% reduction in Scope 1&2 emissions from logistics activities vs. 2018 (CO2/pallet)

2018

2030

-18%

-19.6%

20% reduction in energy intensity in logistics activities (kWh/sqm)

2018

2030

-15%

-16%

85% of waste recycled

 

2027

66%

79%

40% reduction in frequency rate (ID Logistics and temporary staff)

2018

2027

-37%

-46%

40% reduction in severity rate (ID Logistics) / 15% reduction

2018

2027

-47%

-52%

20% increase in employment rate of people with disabilities

2020

2025

+2%

+2%

70% of site managers appointed by internal promotion

 

2030

64%

64%

75% of sites having undertaken a CSR initiative in collaboration with their customer

 

2030

69%

71%

100% of country Management Committee members and 80% of managers trained in ethics

 

2025

Achieved

Achieved

80% of suppliers representing 95% of purchases are signatories to the Purchasing and CSR Charter

 

2030

75% of suppliers accounting for 74% of revenues

82% of suppliers accounting for 72% of revenues

5.6Consolidated non-financial performance indicators

Reminder of the degree of accuracy inherent in indicators that include upstream and downstream value chain data estimated using indirect sources.

GOVERNANCE

Unit

2023

2024

Composition of governance bodies

Number of members of the Board of Directors

AV

10

10

Number of women on the Board of Directors

AV

4

4

Proportion of women on the Board of Directors

%

40

40

Number of independent advisors

AV

4

4

Business ethics

Publication of a formalized business conduct and anti-corruption policy

Y/N

Y

Y

Business activities in countries exposed to corruption risks

Y/N

N

N

Existence of a whistleblowing system

Y/N

Y

Y

CSR/Social & Environmental Performance policy

Formalization of a structured CSR/ESG strategy (with or without targets)

Y/N

Y

Y

Analysis and ranking of the Group’s ESG issues

Y/N

Y

Y

Signatory to the United Nations Global Compact

Y/N

Y

Y

Existence of a person responsible for CSR/sustainable development issues

Y/N

Y

Y

Presentation of the CSR strategy to the Board of Directors during the year

Y/N

Y

Y

Annual review of the company’s environmental and social performance by the Board of Directors

Y/N

Y

Y

Cybersecurity/data privacy

Compliance with the GDPR (General Data Protection Regulation)

Y/N

Y

Y

Presentation of IT risks to governance bodies at least once a year

Y/N

Y

Y

SOCIAL

Unit

2023

2024

Characteristics and corporate policy

Existence of a human resources department at Group level

Y/N

Y

0

Permanent total workforce at year-end (present at year-end)

AV

27,468

30,778

Proportion of temporary workers at year-end (FTE)

%

34.9

40.4

New hires (GRI 401-1)

AV

8,816

12,412

Working conditions

Voluntary departure rate among permanent employees (GRI 401-1)

%

12.3

15.1

Dismissals of permanent employees (GRI 401-1) (excluding redundancies)

AV

3,072

4,142

Number of strike days

AV

4,023

2,531

Percentage of strike days (/days worked)

%

0

0

Existence of profit-sharing schemes (incentive plans, employee shareholding plans, etc.) excluding statutory schemes

Y/N

Y

0

Percentage of employees operating under collective agreements

%

90

90

Incentive agreements (€000)

AV

7,386

8,335

Profit-sharing agreements (€000)

AV

4,896

3,664

Employee surveys conducted over the last three years

Y/N

Y

Y

Skills development

Number of training hours

AV

306,295

413,478

Internal staff changes

AV

2,801

4,330

Diversity/Equal opportunities

Proportion of women in the workforce

%

33.6

35.6

Proportion of women among new hires

%

38.2

38.4

Proportion of employees with disabilities

%

2.1

2.1

Average age

AV

39.4

39.7

Proportion of employees over 55 years

%

11.7

11.7

Health and safety

Absenteeism rate due to illness and industrial accidents

%

5.8

6

Industrial accident frequency rate among ID Logistics employees (1) (GRI 403-9)

AV

14.8

13.8

Industrial accident severity rate among ID Logistics employees (2) (GRI 403-9)

AV

0.5

0.46

Occupational sicknesses reported (France) (GRI 403-10)

AV

37

47

ENVIRONMENT

Unit

2023

2024

Energy

Group energy consumption (MWh) GRI 302-1

MWh

478,468

543,554

Electricity

MWh

243,297

290,596

Natural gas

MWh

75,305

86,279

Total fuel

MWh

159,866

166,680

Diesel

MWh

143,140

143,426

Non-road diesel

MWh

2,712

2,823

Fuel oil

MWh

2,283

2,513

Gasoline

MWh

6,374

10,805

Ethanol

MWh

6

316

LPG

MWh

931

3,144

VNG

MWh

4,421

3,653

Group energy consumption (kWh per shipped pallet) GRI 302-3

AV

7.59

7.67

Group energy consumption (kWh/€1,000 of revenues) GRI 302-3

AV

173.6

166.2

Changes in energy consumption – absolute value (GRI 302-4)

%

9

14

Changes in energy consumption – Intensity (/€1,000 of revenues) (GRI 302-4)

%

-14

-4.3

Greenhouse gas

Tons of CO2 emitted, Scope 1, 2 and 3 (4) at constant scope

tCO₂eq.

459,516

544,671

Scope 1 total GRI 305-1

tCO₂eq.

58,038

61,260

Scope 2 total GRI 305-1

tCO₂eq.

67,905

70,327

Scope 3 total GRI 305-1

tCO₂eq.

333,573

413,084

Tons of CO2 emitted, Scope 1, 2 and 3 (4) at adjusted scope

tCO2eq.

602,859

Scope 3 total adjusted scope GRI 305-1

471,272

Kg of CO2 emitted, Scope 1, 2 and 3 per shipped pallet (3) GRI 305-4

kgCO₂eq.

7

8.5

Scope 1 total GRI 305-1 per shipped pallet

kgCO₂eq.

0.9

0.86

Scope 2 total GRI 305-1 per shipped pallet

kgCO₂eq.

1

1

Scope 3 total GRI 305-1 per shipped pallet

kgCO₂eq.

5.1

6.65

Kg of CO2 emitted, Scope 1, 2 and 3 per €1,000 revenues (4) GRI 305-4

kgCO₂eq.

167.3

184.3

Scope 1 total GRI 305-1 per €1,000 revenues

kgCO₂eq.

21.1

18.73

Scope 2 total GRI 305-1 per €1,000 revenues

kgCO₂eq.

24.7

21.50

Scope 3 total GRI 305-1 per €1,000 revenues

kgCO₂eq.

121.5

144.08

Water

Water consumption (GRI 303-5)

Cubic meters

609,117

523,904

Intensity (cubic meters per thousand pallets shipped (3))

AV

10

7.4

Intensity (cubic meters per thousand warehouse sqm)

AV

89

65

Waste

Existence of a waste management action plan

Y/N

Y

Y

Proportion of waste recycled

%

66

79

Tons of waste produced GRI 306-1/3

T

87,474

106,152

Cardboard

T

39,927

60,775

Wood

T

9,552

12,025

Plastic

T

4,783

7,113

Ordinary industrial waste and other (OIW)

T

30,099

22,697

Waste electrical and electronic equipment (WEEE)

T

157

259

Other

T

2,956

3,189

Hazardous waste

T

Not available

94

Destruction by customer

T

Not available

27,840

Tons of waste avoided (reuse in our processes)

T

Not available

410

OIW intensity in T/€1,000 of revenues

AV

11

7

EXTERNAL STAKEHOLDERS

Unit

2023

2024

Relations with suppliers/supply chain

Responsible procurement policy including social and/or environmental criteria

Y/N

Y

Y

(1) Number of lost time industrial accidents (excluding travel accidents) during the year over actual payroll hours times 1,000,000.

(2) Number of days lost due to industrial accidents (excluding travel accidents and extended absences or relapses arising from industrial accidents in prior years) over actual payroll hours times 1,000.

(3) Shipped pallets are pallets shipped from our warehouses using transport and logistics.

(4) The emission factors applied are based on the ADEME “Bilan Carbone” method (combustion for Scope 1, production for Scope 2).

5.7Reported information

GRI 101.9

In 2024, within the historical reporting scope:

The entire scope of consolidation is covered apart from Morocco, which represents a non-material portion of the reporting scope. Temporary and cooperative staff in Italy are excluded from employment reporting.

As in previous years, sites included for environmental reporting must have operated for at least six months of the year and have six months of data. Sites that have operated for at least 6 months but have less than 6 months of data impact the indicator’s coverage (which is calculated on the number of sites). Unless otherwise indicated in the report, the indicators have 100% coverage.

Consolidation methods applied to calculate the reported indicators are the same as the accounting principles described under Note 4 to the consolidated financial statements.

Industrial accident indicators reported under 1.c) are calculated based on the following data:

-Actual hours worked as recorded for the pay period of the year in question for all ID Logistics employees, determined on the basis of the contractual hours of each employee plus overtime, minus all absences.

-The number of days lost due to industrial accidents (excluding travel accidents), based on a “prevention” approach, i.e. excluding extended absences or relapse related to industrial accidents in prior years.

-The number of lost time industrial accidents (excluding travel accidents) during the year.

Absenteeism is calculated by dividing the total number of calendar days off due to accidents, sickness and other unauthorized absences by total payroll calendar days.

The dismissal rate excludes redundancies.

The voluntary departure rate is calculated by dividing the number of voluntary leavers in the year by the number of permanent employees at December 31, 2023.

The waste recycling rate concerned mainly cardboard, packaging, film and paper waste at operating sites (excluding head office and other administrative offices).

For the calculation of CO2 emissions

-Scope 1 emissions are direct combustion emissions from warehouse fixed installations and cooling systems and vehicles managed directly by ID Logistics.

-Scope 2 emissions are indirect emissions related to electricity consumption by warehouses and vehicles managed directly by ID Logistics.

-Scope 3 emissions comprise other indirect emissions:

Emissions linked to purchases of cardboard and plastic film consumables.

Emissions related to the construction of buildings.

End-of-waste emissions.

IT-related emissions.

Emissions related to water consumption.

Upstream and downstream emissions from energy consumption.

Emissions from subcontracted transport.

Emissions related to the forklift life cycle.

Employee commuting emissions.

The conversion factors applied (from kWh, kg or liters to kg CO2 equivalent) have been updated with the latest ADEME “Base Carbone” figures issued in March 2023.

Issues such as food waste, the elimination of food insecurity, respect for animal welfare, measures to encourage physical exercise and sport and the promotion of responsible, fair and sustainable food have little bearing on the Group’s business activities. They are not included in the non-financial performance indicators.

5.8Report on the certification of sustainability reporting and verification of the disclosure requirements set out in Article 8 of Regulation (EU) 2020/852

To the shareholders’ general meeting,

This report is issued in our capacity as statutory auditor of the ID Logistics group’s sustainability information. It covers the sustainability information and the information set out in Article 8 of Regulation (EU) 2020/852, relating to the year ended December 31, 2024 and included in the Group’s management report and presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document.

Pursuant to Article L. 233-28-4 of the French Commercial Code, ID Logistics is required to include the aforementioned information in a separate section of the Group management report. This information has been prepared in the context of the first-time application of the aforementioned articles, which is characterized by uncertainties regarding the interpretation of the texts, the use of significant estimates, the absence of established practices and frameworks, particularly for the double materiality analysis, as well as an evolving internal control system. This information provides an understanding of the impacts of the Group’s activity on sustainability issues, as well as how these issues affect the evolution of the Group’s business activity, earnings and financial position. Sustainability issues include environmental, social and corporate governance issues.

In accordance with Article L. 821-54 II of the aforementioned Code, our assignment is to carry out the work necessary to issue an opinion, expressing limited assurance, on:

compliance with the sustainability reporting standards adopted pursuant to Article 29 ter of Directive (EU) 2013/34 of the European Parliament and of the Council of December 14, 2022 (hereinafter “ESRS” for “European Sustainability Reporting Standards”) of the process implemented by ID Logistics to determine the information published, and compliance with the obligation to consult the social and economic committee provided for in the sixth paragraph of Article L. 2312-17 of the French Labor Code;

the compliance of the sustainability information included in the Group management report and presented in sections 2.1 to 2.5 of chapter 2 of the Universal Registration Document with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS; and

compliance with the disclosure requirements set out in Article 8 of Regulation (EU) 2020/852.

This assignment is carried out in accordance with the rules of ethics, including those on independence, and the quality rules of the French Commercial Code.

It is also governed by the guidelines of the French High Audit Authority entitled “Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of Regulation (EU) 2020/852”.

In the following three separate parts of the report, we present, for each of the areas of our assignment, the nature of the verifications we carried out, the conclusions we drew from them, and, in support of these conclusions, the elements that were the subject of particular attention on our part and the work we carried out in relation to these elements. We draw your attention to the fact that we do not express a conclusion on these elements taken in isolation and that it should be considered that the procedures explained are part of the overall context of the conclusions reached on each of the three areas of our assignment.

Finally, when we feel it is necessary to draw your attention to one or more sustainability-related items of information provided by ID Logistics in the report on the Group’s management, we include a paragraph of comments. 

Limits of our assignment

As our assignment aims to express a limited assurance, the nature (choice of control procedures), scope (extent) and duration of our work are less than those required to obtain a reasonable assurance.

Furthermore, this assignment does not consist in guaranteeing the viability or quality of the Group’s management, in particular to make an assessment, which would go beyond compliance with the ESRS information requirements on the relevance of the choices made by ID Logistics in terms of action plans, targets, policies, scenario analyses and transition plans.

However, it does allow us to express conclusions regarding the process of determining the sustainability information published, the information itself, and the information published in accordance with Article 8 of Regulation (EU) 2020/852, regarding the absence of identification or, on the contrary, the identification of errors, omissions or inconsistencies of such significance that they could influence the decisions that might be taken by the readers of the information subject to our verifications.

Our assignment does not cover any comparative data. 

Compliance with the ESRS of the process implemented by ID Logistics to determine the information published, and compliance with the obligation 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 verifications carried out

Our work involved verifying that:

the process defined and implemented by ID Logistics enabled it, in accordance with the ESRS, to identify and assess its impacts, risks and opportunities related to sustainability issues, and to identify those material impacts, risks and opportunities that led to the publication of sustainability information in the Group’s management report and presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document; and

the information provided on this process also complies with the ESRS.

Moreover, we verified compliance with the obligation to consult the social and economic committee.

Conclusion drawn from the verifications carried out

Based on the verifications we carried out, we did not identify any material errors, omissions or inconsistencies regarding the compliance of the process implemented by ID Logistics with the ESRS.

We hereby state that, as of the date of this report, the consultation of the social and economic committee provided for in the sixth paragraph of Article L. 2312‑17 of the French Labor Code has not yet taken place.

Elements to which particular attention was paid

Below, we present the elements to which we paid particular attention with regard to the compliance with the ESRS of the process implemented by ID Logistics to determine the published information.

Concerning the identification of stakeholders

The information relating to the identification of stakeholders is mentioned in the Group’s management report and presented in section 5.1.4 “Disclosure Requirement IRO” of chapter 5 of the Universal Registration Document.

We took note of the analysis carried out by ID Logistics to identify:

the stakeholders that may have an impact on the entities within the scope of the reporting or may be impacted by them through their activities and direct or indirect business relationships within the value chain;

the main users of the sustainability reports (including the main users of the financial statements).

We held discussions with the CSR department and/or the persons we deemed appropriate and reviewed the available documentation.

We also assessed the coherence of the main stakeholders identified by the Group with the nature of its activities and its geographical location, taking into account its business relationships and value chain.

Regarding the identification of impacts, risks and opportunities (IRO)

Information relating to the identification of impacts, risks and opportunities is mentioned in section 5.1.4 “Disclosure Requirement IRO” of the Sustainability Report.

We took note of the process implemented by the Group for the identification of actual or potential impacts (negative or positive), risks and opportunities (“IRO”) related to the sustainability issues mentioned in paragraph AR 16 of the “Application Requirements” of the ESRS 1 standard and, where applicable, those specific to the entity.

In particular, we assessed the approach implemented by the Group to determine its impacts, which may be a source of risks or opportunities.

We took note of the list of IROs identified by the Group, including in particular the description of their distribution within the Group’s own business activities and the value chain, as well as their time horizon (short, medium or long term), and assessed the coherence of this list with our knowledge of the Group and, where applicable, with the risk analyses it has carried out.

Regarding the assessment of impact materiality and financial materiality

The information relating to the assessment of impact materiality and financial materiality is mentioned in section 5.1.4 “Disclosure Requirement IRO” of the Sustainability Report.

We took note of the Group’s process of assessing impact materiality and financial materiality through interviews with management and the inspection of the available documentation, and assessed its compliance with the criteria defined by ESRS 1.

In particular, we assessed the way in which the Group established and applied the information materiality criteria defined by the ESRS 1 standard to determine the material information published in respect of indicators relating to material IROs identified in accordance with the relevant thematic ESRS standards and in respect of information specific to the Group.

Compliance of the sustainability information included in the Group management report and presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS

Nature of the verifications carried out

Our work consisted of verifying that, in accordance with legal and regulatory requirements, including the ESRS:

the information provided enables an understanding of the procedures for the preparation and governance of the sustainability information included in the Group management report and presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document, including the procedures for determining the information relating to the value chain and the disclosure exemptions applied;

the presentation of this information ensures that it is legible and comprehensible;

the scope selected by ID Logistics with regard to 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 its users, that 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.

Conclusion drawn from the verifications carried out

Based on the verifications we carried out, we did not find any material errors, omissions or inconsistencies regarding the compliance of the sustainability information included in the Group’s management report presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS.

Observation

Without calling into question the conclusion expressed above, we draw your attention to the information presented in section:

5.7 “Reported information” of chapter 5 of the Universal Registration Document which specifies the methodological principles applied, particularly with regard to the scope.

Elements to which particular attention was paid

Below, we present the elements to which we paid particular attention concerning the compliance of the sustainability information included in the Group’s management report and presented in sections 5.1 to 5.7 of chapter 5 of the Universal Registration Document with the requirements of Article L. 233-28-4 of the French Commercial Code, including the ESRS.

Information provided in accordance with environmental standards (ESRS E1 to E5)

The information published in relation to climate change (ESRS E1) is mentioned in section 5.4 “Climate Change [ESRS E1]” and mainly focuses on two topics:

Section 5.4.2 ESRS E1 - Topic 2: Energy efficiency

Section 5.4.3 ESRS E5 - Topic 1: Circular Economy - Waste [ESRS E5].

Below, we present the elements to which we paid particular attention with regard to the compliance of this information with the ESRS.

Our work consisted in particular of:

conducting interviews with management or the individuals concerned, in particular, the Group’s “CSR” department, to learn about the entity’s policies and guidelines for climate change mitigation and adaptation;

reviewing the processes and internal documentation implemented by the entity to ensure the compliance of the information published.

More specifically, with regard to the information published in respect of greenhouse gas (GHG) emissions, our work consisted of:

with regard to Scope 3 emissions, assessing the selected scopes of the different categories and the information collection process;

with regard to value chain emissions with operational control, assessing the treatment of Group equity accounting in our carbon footprint;

taking note of the methodology selected for the estimates that we considered to be structuring;

reconciling a selection of underlying data used as a basis for the preparation of the greenhouse gas emissions report with supporting documents such as energy consumption, data from external databases for emission factors, and so on; 

implementing analytical procedures;

verifying the mathematical accuracy of the calculations used to establish this information.

Information provided in accordance with social standards (ESRS S1 to S4)

The information published in relation to social issues (ESRS S1) is mentioned in section 5.3 “Social ESRS” and mainly focuses on five topics:

Section 5.3.1 ESRS S1 - Topic 1: Working conditions

Section 5.3.2 ESRS S1 - Topic 2: Health and safety

Section 5.3.3 ESRS S1 - Topic 3: Equal treatment and opportunities for all

Section 5.3.4 ESRS S1 - Topic 4: Training and skills development

Section 5.3.5 ESRS S1 - Topic 5: Employment and inclusion of persons with disabilities

Below, we present the elements to which we paid particular attention with regard to the compliance of this information with the ESRS.

Our work consisted in particular of:

conducting interviews with management or the individuals concerned, in particular, the Group’s “CSR” department, to learn about the entity’s policies and guidelines for climate change mitigation and adaptation;

reviewing the processes and internal documentation implemented by the entity to ensure the compliance of the information published.

With regard to the verifications related to the transition plan for climate change mitigation, our work mainly consisted of:

assessing whether the information published in respect of the transition plan complies with ESRS E1 requirements and appropriately describes the structuring assumptions underlying this plan, it being specified that we are not required to express an opinion on the appropriateness or level of ambition of the objectives of said transition plan;

assessing whether this transition plan reflects the commitments made by the Group as well as the elements of the strategic plan as approved by the governing bodies.

Compliance with the disclosure requirements set out in Article 8 of Regulation (EU) 2020/852.

Nature of the verifications carried out

Our work consisted of verifying the process implemented by ID Logistics to determine the eligible and aligned nature of the activities of the entities included in the scope of consolidation.

It also consisted of verifying the information published in accordance with Article 8 of Regulation (EU) 2020/852, involving verification of:

compliance with the rules for the presentation of this information, guaranteeing its readability and comprehensibility;

on the basis of a selection, the absence of material errors, omissions and inconsistencies in the information provided, i.e. that are likely to influence the judgment or decisions of the users of this information.

Conclusion drawn from the verifications carried out

Based on the verifications we carried out, we are unable to certify that the information relating to the Green Taxonomy complies with the requirements of Article 8 of Regulation (EU) 2020/852.

In the context of our assignment, we were unable to carry out the following verifications:

Regarding the denominators (total revenues, CapEx and OpEx): we did not examine the reconciliations made by the entity between its accounting data and the data used to prepare its financial statements.

Regarding the numerators (share of revenues, CapEx and OpEx): we did not carry out a detailed validation of the amounts reported based on a sample of representative activities, operations or projects, selected on the basis of their impact on key performance indicators and a risk assessment.

Moreover, we were unable to assess the methodology applied by management to judge the eligibility and alignment of business activities, particularly with regard to the technical examination criteria of the Taxonomy Framework and compliance with the “Do No Significant Harm” principle to other environmental objectives. 

Elements to which particular attention was paid

Regarding the aligned nature of the eligible activities:

Information regarding the alignment of activities can be found in section 5.4.4 “Green Taxonomy” of the Group’s Sustainability Report.

As part of our verifications, we:

assessed the choices made by the entity as to whether or not to take into account the communications of the European Commission on the interpretation and implementation of certain provisions of the Taxonomy Framework;

consulted, on a sample basis, the documentary sources used, including external sources where applicable, and conducted interviews with the individuals concerned.

Le Mans, March 20, 2025

Statutory Auditors

Sustainability Auditor

Alcé Expertise

Aurélie Jaeg

6

Additional information

6.1Information concerning the Company

6.1.1Registered name of the Company

The Company’s registered name is: ID Logistics Group.

6.1.2Place of registration and Company registration number

The Company was registered with the Paris Trade and Companies Registry on October 3, 2001 before being transferred on October 4, 2005 to the Avignon Trade and Companies Registry, then, following relocation to the new head office, to the Tarascon Trade and Companies Registry in July 2018 under number 439 418 922.

The Company’s LEI number is: 969500U1DQN70VMJ9P45.

6.1.3Date of incorporation and term

The Company was incorporated for a 99-year term ending October 3, 2100, except in the event of early dissolution or extension.

6.1.4The Company’s head office and legal form, legislation governing its business activities

Originally incorporated as a French simplified joint stock company (société par actions simplifiée), the Company was transformed into a French corporation (société anonyme) pursuant to the decision of the June 21, 2010 shareholders’ general meeting.

The Company is governed by French law and is subject in particular to Articles L. 225-1 et seq. and L. 22-10-2 et seq. of the French Commercial Code with regard to its operations.

The Company’s head office is located at: 55 chemin des Engranauds, 13660 Orgon, France. The Company’s contact details are as follows:

Telephone: +33 (0)4 42 11 06 00

Website: www.id-logistics.com.

The information presented on the website does not form part of this document, unless incorporated by reference.

6.2Treasury stock - Description of the share buyback program

Share buyback program approved by the May 30, 2024 general meeting

The Company’s Combined Ordinary and Extraordinary General Meeting held on May 30, 2024 authorized the Board of Directors, for a period of eighteen months from the date of the meeting, to implement a share buyback program pursuant to Article L. 22-10-62 of the French Commercial Code and the General Regulation of the French financial markets authority (Autorité des Marchés Financiers, AMF), under the terms and conditions described below:

Securities: shares of common stock.

Maximum proportion of capital stock allowed for the program: 10% of capital (i.e. 617,332 shares as of the date of the general meeting), with the proviso that this limit shall be applied as of the share buyback dates so as to take account of any share issues or capital reductions that may occur during the term of the program. The number of shares included in the calculation of this limit represents the number of shares purchased less the number of shares resold during the term of the program under the liquidity objective.

Given that the Company may not hold more than 10% of its capital stock, the maximum number of shares that can be purchased shall be 617,332 shares including existing treasury shares.

Maximum purchase price: €600.

Maximum value of the program: €370,399,200.

Share buyback procedures: purchases, sales and transfers can be made by any means on financial markets or OTC markets, including by block trades; the draft shareholder resolution does not limit the portion of the program that may be completed by block share purchases.

Objectives:

-to stimulate trading on the secondary market or to enhance the liquidity of the ID Logistics Group share pursuant to a liquidity contract with an investment service provider, in compliance with market practices admitted by applicable regulations;

-to hold the purchased shares for subsequent reissue as consideration or in exchange with regard to potential acquisitions, provided that the shares purchased for this purpose do not exceed 5% of the Company’s capital stock;

-to ensure coverage of stock option and/or bonus share plans (or similar plans) in favor of Group employees and/or corporate officers, as well as all share allocations under Company or Group savings plans (or similar plans) and profit-sharing schemes and/or all other forms of share allocation to Group employees and/or corporate officers;

-to ensure coverage of securities giving entitlement to the allocation of Company shares pursuant to applicable regulations;

-to hold the purchased shares for subsequent reissue as consideration, repayment, etc., or to transfer them to any ID Logistics Group creditor, customer or partner;

-to implement any market practice that may be admitted by the French financial markets authority (AMF), and more generally to complete any other transaction in accordance with the regulations in force;

-to cancel the purchased shares, if applicable, pursuant to the approval granted at the May 30, 2024 shareholders’ general meeting.

Term of the program: 18 months with effect from the May 30, 2024 general meeting until November 29, 2025.

Implementation of the share buyback program

Reasons for purchase

% of the program

Stimulate the share price

78.0%

Coverage of share plans

22.0%

Stock options and warrants

-

Mergers and acquisitions

-

Cancellation

-

In conjunction with the share buyback program, the Company extended the liquidity contract entered into with Oddo Corporate Finance on April 18, 2012 until April 17, 2025. The contract will be renewed again until April 17, 2026. Under the liquidity contract, in 2024 the Company made the following purchases and sales of treasury shares:

Number of shares purchased

141,521

Average purchase price

€364.73

Number of shares sold

108,195

Average sale price

€374.40

Number of treasury shares at the balance sheet date

8,769 (0.13% of capital stock)

Value at average purchase price

€3,198,000

Par value at balance sheet date

€3,328,000

Transaction costs

€20,000

Furthermore, during fiscal year 2024, the Company bought back 31,125 of its shares to cover share plans and used 46,876 of these shares for said purpose.

As of December 31, 2024, the Company held a total of 8,769 treasury shares representing 0.13% of the capital stock. No shares of the Company are held by any of its subsidiaries whatsoever or by any third parties on its behalf.

The shares held by the Company have not been used or reassigned for other purposes since the last authorization granted by the shareholders’ general meeting.

New share buyback program submitted to the June 3, 2025 general meeting

As of March 31, 2025, the number of directly and indirectly held shares was 12,593 representing 0.19% of the Company’s capital stock.

Number of shares held broken down by objective:

Stimulating the share price via a liquidity contract in compliance with market practice: 6,930

Mergers and acquisitions: -

Coverage of share plans or equivalent: 5,663

Coverage of stock options and warrants: -

Cancellation: -

The new plan breaks down as follows:

Securities: shares of common stock.

Maximum proportion of capital stock allowed for the program: 10% of capital (i.e. 654,832 shares as of the date of the general meeting), with the proviso that this limit shall be applied as of the share buyback dates so as to take account of any share issues or capital reductions that may occur during the term of the program. The number of shares included in the calculation of this limit represents the number of shares purchased less the number of shares resold during the term of the program under the liquidity objective.

Given that the Company may not hold more than 10% of its capital stock, the maximum number of shares that can be purchased shall be 654,832 shares including existing treasury shares.

Maximum purchase price: €750

Maximum value of the program: €491,124,000

Share buyback procedures: purchases, sales and transfers can be made by any means on financial markets or OTC markets, including by block trades; the draft shareholder resolution does not limit the portion of the program that may be completed by block share purchases.

Objectives:

-to stimulate trading on the secondary market or to enhance the liquidity of the ID Logistics Group share pursuant to a liquidity contract with an investment service provider, in compliance with market practices admitted by applicable regulations;

-to hold the purchased shares for subsequent reissue as consideration or in exchange with regard to potential acquisitions, provided that the shares purchased for this purpose do not exceed 5% of the Company’s capital stock;

-to ensure coverage of stock option and/or bonus share plans (or similar plans) in favor of Group employees and/or corporate officers, as well as all share allocations under Company or Group savings plans (or similar plans) and profit-sharing schemes and/or all other forms of share allocation to Group employees and/or corporate officers;

-to ensure coverage of securities giving entitlement to the allocation of Company shares pursuant to applicable regulations;

-to hold the purchased shares for subsequent reissue as consideration, repayment, etc., or to transfer them to any ID Logistics Group creditor, customer or partner;

-to implement any market practice that may be admitted by the French financial markets authority (AMF), and more generally to complete any other transaction in accordance with the regulations in force;

-to cancel the purchased shares, if applicable, subject to approval from the June 3, 2025 shareholders’ general meeting.

Term of the program: 18 months with effect from the June 3, 2025 general meeting until December 2, 2026.

6.3Deed of incorporation and bylaws

6.3.1Corporate purpose (Article 4 of the bylaws)

The Company’s direct or indirect corporate purpose in France and abroad is: advising on and performing logistics services throughout the world and acquiring an interest in any company carrying out any activity; any industrial and commercial transactions pertaining to the creation, acquisition, letting or lease-management of any business undertaking, the rental, installation or operation of any establishment, business undertaking, factory or workshop pertaining to any of the activities specified above, the filing, acquisition, operation or assignment of any processes, patents and intellectual property rights regarding such activities, the direct or indirect involvement of the Company in any financial, real property or movable property transactions or commercial or industrial enterprises which may pertain to the corporate purpose or to any similar or related purpose; as well as any transactions whatsoever contributing to the achievement of this purpose.

6.3.2Rights, prerogatives and restrictions attaching to shares of the Company

6.3.2.1Voting rights (Article 25 of the bylaws)

The voting right attaching to shares is proportional to the amount of capital stock they represent. Each equity share or dividend share carries at least one vote. However, a double voting right as compared to that conferred on other shares, in light of the portion of the capital stock that they represent, is ascribed to all fully paid-up shares that are proved to have been registered for at least four consecutive years in the name of the same shareholder. In the event of a capital increase by capitalization of reserves, retained earnings or additional paid-in capital, or an exchange of shares in connection with a stock split or reverse stock split, the double voting right is conferred on shares allocated in respect of registered shares, provided that they are held in registered form following allocation and that the shares in respect of which they were allocated carried a double voting right.

Where shares are pledged, the voting right is exercised by their owner.

Registered double voting shares that are converted to bearer shares, sold or transferred shall forfeit their double voting rights except in cases provided for by law.

6.3.2.2Rights to dividends and profits (Article 11 of the bylaws)

All shares entitle their holders to a share of the Company’s assets and profits in proportion to the amount of capital stock they represent.

6.3.2.3Dividend lapse period (Article 30 of the bylaws)

Dividends that fail to be claimed within 5 years from the date of distribution will be time-barred in favor of the State (Article L. 1126-1 of the French General Public Entities’ Assets Code).

6.3.2.4Right to liquidation surplus (Article 32 of the bylaws)

The balance of net assets after repayment of the par value of the shares shall be shared equally between all shares.

6.3.2.5Preferential subscription right (Article 7 of the bylaws)

The Company’s shares shall each carry a preferential right to subscribe to share issues.

6.3.2.6Limitation of voting rights

None.

6.3.2.7Identifiable bearer securities (Article 9 of the bylaws)

Shares shall be in registered or bearer form, as the shareholder may elect. Where shares are registered, they are registered in an individual account on the terms and conditions and in accordance with the procedures set out in applicable statutory and regulatory provisions.

The Company may in particular, at any time and in accordance with applicable statutory and regulatory provisions, request either the central custodian holding the securities issue account or, directly, one or more intermediaries as referred to in Article L. 211-3 of the French Monetary and Financial Code (subject to payment of remuneration by the Company) to provide it with the information required by law on the holders of securities carrying an immediate or future voting right at its shareholders’ meetings, as well as the number of securities held by each of them and any restrictions affecting such securities.

6.3.2.8Buyback of Company shares

See section 5.2.3.

6.3.3Crossing of thresholds set in the bylaws (Article 9 of the bylaws)

In addition to the statutory duty to inform the Company of the ownership of certain percentages of the capital stock or voting rights, the Company bylaws provide that any individual or legal entity, acting alone or in concert, that comes to hold, directly or indirectly, a number of shares or voting rights in the Company that is equal to or greater than 2% of the Company’s capital stock or voting rights is required, no later than prior to the close of trading on the fourth trading day following the crossing of the threshold as of registration of the securities allowing that shareholder to attain or exceed this threshold, to disclose to the Company, by registered letter with return receipt requested, the total number of shares and voting rights that they hold as well as all the details and other information that may be required as a result of the statutory duty to disclose threshold crossings.

This disclosure shall be renewed in accordance with the foregoing provisions whenever a further 2% threshold is reached or exceeded, whether upwards or downwards, irrespective of the reason, including the crossing of the first statutory threshold.

In case of non-compliance with the foregoing provisions, subject to a request made by one or more shareholders holding at least 2% of the capital stock and recorded in the minutes of the general meeting, the shares exceeding the undisclosed threshold shall be stripped of voting rights at all shareholders’ general meetings held until the expiry of a two-year period following the date on which the non-disclosure is rectified.

6.4ID Logistics Group securities market

The institution performing financial market services for ID Logistics Group is CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy les Moulineaux Cedex 9.

ISIN code: FR0010929125

Stock exchange: Paris

Market: Euronext

Principal index: SBF 120

Other indices: CAC Mid 60, CAC Mid & Small, CAC All-Tradable, CAC Industrials

Schedule of trading on Euronext

Period

High and low prices (€)

Closing price

Daily average volumes

High

Low

Average (€)

Number of shares

Value (€000)

January 2022

370.00

295.50

331.57

3,518

1139

February 2022

360.00

304.50

326.75

2,443

803

March 2022

351.00

277.00

312.07

2,404

743

April 2022

338.00

292.00

310.13

2,346

724

May 2022

304.00

256.50

274.50

2,238

613

June 2022

282.50

231.00

255.27

3,112

786

July 2022

319.00

253.00

277.69

2,106

590

August 2022

324.00

278.00

305.98

1,824

561

September 2022

283.00

238.00

260.18

3,486

891

October 2022

284.50

248.00

268.00

2,261

605

November 2022

280.00

259.50

269.02

1,912

513

December 2022

287.50

258.00

268.45

2,348

634

January 2023

296.00

245.00

278.20

3,000

838

February 2023

312.00

286.50

300.70

3,024

908

March 2023

309.50

252.50

280.57

3,549

980

April 2023

290.50

263.50

275.78

2,620

720

May 2023

274.50

249.50

263.77

2,527

666

June 2023

275.00

247.50

260.30

2,363

616

July 2023

278.00

250.00

266.40

2,300

604

August 2023

261.00

236.00

244.02

2,049

500

September 2023

261.00

225.00

249.69

2,632

655

October 2023

264.50

233.50

249.89

3,051

766

November 2023

290.50

248.00

270.34

2,707

726

December 2023

311.00

282.50

298.11

3,240

968

January 2024

330.50

298.00

310.95

4,539

1,419

February 2024

341.50

316.50

325.24

3,205

1,049

March 2024

356.50

323.00

334.63

4,410

1,484

April 2024

356.00

323.50

339.67

4,085

1,391

May 2024

406.50

338.00

375.57

3,598

1,362

June 2024

406.00

341.50

377.78

5,057

1,887

July 2024

459.50

361.50

408.48

3,438

1,413

August 2024

466.00

400.50

440.27

3,407

1,478

September 2024

417.50

365.00

386.90

5,967

2,293

October 2024

423.00

367.00

389.63

4,760

1,879

November 2024

413.00

367.00

393.07

5,411

2,118

December 2024

391.50

360.50

376.75

4,757

1,784

January 2025

412.00

367.50

387.48

5,925

2,315

February 2025

426.50

396.50

414.43

5,288

2,187

March 2025

423.00

356.50

380.29

6,782

2,574

6.5Documents on display

All of the Company’s corporate documents which are required to be made available to the shareholders throughout the validity of this Universal Registration Document can be viewed at the Company’s head office.

The following in particular may be reviewed:

(a) The most recently updated version of the Company’s deed of incorporation and bylaws;

(b) All reports, correspondence and other documents, valuations and declarations drawn up by any expert at the Company’s request, part of which is included or referred to in the Universal Registration Document.

Furthermore, the regulated information within the meaning of the General Regulation of the French financial markets authority (AMF) shall also be available, in accordance with the requirements of applicable statutory and regulatory provisions, on the Group’s website (www.id-logistics.com).

6.6Legislation applicable to Group operations

The Group is subject to two categories of specific regulations:

Regulations concerning classified sites in the warehousing division;

Where applicable, regulations concerning transportation.

Compliance with regulations concerning classified sites

The regulations concerning classified sites require a structured approach to each tender offer, consisting in:

identifying the exact nature of the products to be stored and the related hazards (e.g. inflammables, explosives or pollutants);

defining volumes for the whole year and periods of peak activity.

These factors are used to determine which sections of the permit to operate facilities classified for environmental protection (ICPE – Installations Classées pour la Protection de l’Environnement) are relevant (1510, 2663, 1412, etc.). In the case of a smaller-scale project or cross-docking site, a simple declaration may be sufficient.

In France, the operator must apply to the Prefect’s Office (Préfecture) responsible for the region in which the site will be located for permission to operate a classified site. The permit is managed by the regional environment, development and housing department (DREAL), which is also responsible for carrying out regular checks on the operator’s compliance with its obligations once the permit has been granted. Similar regulations exist in foreign countries where the Group operates.

Based on this analysis, ID Logistics identifies existing warehouses on the market or warehouses to be built.

In certain cases, ID Logistics directly launches construction of a warehouse, completing all the formalities required for obtaining the requisite ICPE permits. To date, ID Logistics has managed the construction of eight warehouses in France, each time obtaining the relevant authorizations.

Compliance with operating permits is an important part of the work of a logistics operator, which must check that stored products comply with permits granted and that the specific facilities and procedures required under the permit are properly maintained (e.g. fenced-off areas, specific fire hose reels, special surveillance procedures, etc.)

Regulations may differ between the various countries where the Group operates, even though they correspond to the same general principles.

Similar regulations exist in foreign countries where the Group operates. Having established operating subsidiaries in seventeen countries, ID Logistics has acquired a wealth of experience in controlling legal risks in relation to the contract logistics business.

Compliance with transportation regulations

Transportation and freight forwarding operations are also subject to specific regulations. In countries where ID Logistics conducts these kinds of operations, specific authorization has been requested and obtained.

The Group has always adopted the following procedure when first establishing operations:

Analysis of the country’s legal environment by the Group legal affairs department;

Local support from a top-ranking legal firm;

Centralization of the required permits by the Group legal affairs department.

7

June 3, 2025 Combined General Meeting

The annual general meeting of our Company will be held on June 3, 2025. You are invited to regularly consult the “General Assembly” section of the Company’s website (https://www.id-logistics.com/en/finance/), which sets out practical procedures for the meeting.

7.1Agenda

Ordinary resolutions

Approval of the parent company financial statements for the year ended December 31, 2024 – Approval of expenses not deductible for tax purposes.

Approval of the consolidated financial statements for the year ended December 31, 2024.

Appropriation of earnings for the year.

Statutory auditors’ special report on regulated agreements and commitments and approval of these agreements.

Reappointment of Mr. Eric Hémar as director.

Reappointment of Comète as director.

Reappointment of Mr. Christophe Satin as director.

Approval of the remuneration policy for the Chairman and CEO pursuant to Article L. 22-10-8 II of the French Commercial Code.

Approval of the remuneration policy for the Deputy CEO pursuant to Article L. 22-10-8 II of the French Commercial Code.

Approval of the remuneration policy for directors pursuant to Article L. 22-10-8 II of the French Commercial Code.

Approval of all remuneration paid or awarded to corporate officers in respect of fiscal 2024 pursuant to Article L. 22-10-34 I of the French Commercial Code.

Approval of the remuneration paid or awarded to Mr. Eric Hémar, Chairman and CEO, in respect of fiscal year 2024.

Approval of the remuneration paid or awarded to Mr. Christophe Satin, Deputy CEO, in respect of fiscal year 2024.

Authorization to be granted to the Board of Directors for the Company to buy back its own shares in accordance with the conditions specified under Article L. 22-10-62 of the French Commercial Code, including the term of the authorization, objectives, procedures and cap.

Extraordinary resolutions

Authorization to be granted to the Board of Directors for the Company to cancel treasury shares purchased by the Company in accordance with the conditions specified under Article L. 22-10-62 of the French Commercial Code, including term of authorization and cap.

Authorization to be granted to the Board of Directors to increase capital stock by capitalizing reserves, retained earnings and/or additional paid-in capital, term of authorization, maximum par value of the capital increase and treatment of fractional shares.

Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) with preferential subscription rights, term of authorization, maximum par value of the capital increase and power to offer unsubscribed securities to the public.

Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights via a public offering, excluding the offers referred to in Article L. 411-2 1° of the French Monetary and Financial Code, and/or as consideration for securities in conjunction with a public exchange offer, term of authorization, maximum par value of the capital increase, issue price and power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities.

Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights, via an offer as referred to in Article L. 411-2 1° of the French Monetary and Financial Code, term of the authorization, maximum par value of the capital increase, issue price, power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities.

Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights, to a specific category of beneficiaries, term of authorization, maximum par value of the capital increase, issue price, power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities.

Authorization to be granted to the Board of Directors to decide on the issue of shares of common stock and/or securities giving access to the capital and/or debt securities, without preferential subscription rights, to one or more named individuals.

Authorization to increase the total value of issues in the event of surplus demand.

Authorization to be granted to the Board of Directors to increase capital stock by issuing shares of common stock and/or securities giving access to capital, up to 20% of the capital, in consideration for non-cash transfers received of equity securities or securities giving access to capital, term of the authorization.

Authorization to be granted to the Board of Directors to increase the capital stock by issuing shares of common stock and/or securities giving access to the capital without preferential subscription rights to members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code, term of authorization, maximum par value of the capital increase, issue price and power to grant bonus shares pursuant to Article L. 3332-21 of the French Labor Code.

Authorization to be granted to the Board of Directors with a view to issuing equity warrants (“BSA”), warrants to subscribe for and/or purchase new and/or existing shares (“BSAANE”) and/or redeemable warrants to subscribe for and/or purchase new and/or existing shares (“BSAAR”) without preferential subscription rights to a specific category of persons, maximum par value of the capital increase, term of the authorization and exercise price.

Amendment of Article 15-2 of the bylaws to define the manner of participation in the deliberations of the Board of Directors by means of written consultation.

Amendment of Article 15-3 of the bylaws in order to facilitate participation in meetings of the Board of Directors by means of telecommunication and to allow the use of postal voting.

Amendment of Articles 15-1 and 17 of the bylaws to increase the age limit applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer.

Powers for formalities.

7.2Draft resolutions

Ordinary resolutions

First Resolution – Approval of the parent company financial statements for the year ended December 31, 2024 – Approval of expenses not deductible for tax purposes

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the statutory auditors for the year ended December 31, 2024, hereby approve the parent company financial statements for the year ended December 31, 2021 as presented, which show net income of €9,101,973.

The shareholders at the general meeting specifically approve expenses referred to in Article 39 (4) of the French General Tax Code, amounting to €104,771, as well as the tax thereon.

Second Resolution – Approval of the consolidated financial statements for the year ended December 31, 2024

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the statutory auditors on the consolidated financial statements for the year ended December 31, 2024, hereby approve said financial statements as submitted to them, which show net income Group share of €52,829,000.

Third Resolution – Appropriation of earnings for the year

On the recommendation of the Board of Directors, the shareholders at the general meeting hereby resolve to appropriate earnings for the year ended December 31, 2024 as follows:

Source

Net income for the year

€9,101,973

Statutory reserve

€292,000

Retained earnings

€4,176,545

Appropriation

Statutory reserve

€35,400

Retained earnings

€9,066,573

Pursuant to the provisions of Article 243 bis of the French General Tax Code, it is recalled that no dividends or other earnings distributions within the meaning of the first paragraph of said article have been made in respect of the last three fiscal years.

Fourth Resolution – Statutory auditors’ special report on regulated agreements and commitments and approval of these agreements

Voting on the Statutory auditors’ special report on regulated agreements and commitments presented to it, the shareholders at the general meeting hereby approve the agreement referred to therein in accordance with Articles L. 225-38 et seq. of the French Commercial Code.

Fifth Resolution – Reappointment of Mr. Éric Hémar as director

The shareholders at the general meeting hereby resolve to reappoint Mr. Eric Hémar as director for a three-year term expiring at the close of the general meeting held in 2028 to approve the financial statements for the year ended.

Sixth Resolution – Reappointment of Comète as director

The shareholders at the general meeting hereby resolve to reappoint Comète as director for a three-year term expiring at the close of the general meeting held in 2028 to approve the financial statements for the year ended.

Seventh Resolution – Reappointment of Mr. Christophe Satin as director

The shareholders at the general meeting hereby resolve to reappoint Mr. Christophe Satin as director for a three-year term expiring at the close of the general meeting held in 2028 to approve the financial statements for the year ended.

Eighth Resolution – Approval of the remuneration policy for the Chairman and Chief Executive Officer pursuant to Article L. 22-10-8 II of the French Commercial Code

The shareholders at the general meeting, having reviewed the Board of Directors’ corporate governance report, hereby approve, pursuant to Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the remuneration policy for the Chairman and Chief Executive Officer as set out in said report and referred to in section 3.1.5 of the Company’s 2024 Universal Registration Document.

Ninth Resolution – Approval of the remuneration policy for the Deputy Chief Executive Officer pursuant to Article L. 22-10-8 II of the French Commercial Code

The shareholders at the general meeting, having reviewed the Board of Directors’ corporate governance report, hereby approve, pursuant to Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the remuneration policy for the Deputy Chief Executive Officer as set out in said report and referred to in section 3.1.5 of the Company’s 2024 Universal Registration Document.

Tenth Resolution – Approval of the remuneration policy for directors pursuant to Article L. 22-10-8 II of the French Commercial Code

The shareholders at the general meeting, having reviewed the Board of Directors’ corporate governance report, hereby approve, pursuant to Articles L. 22-10-8 II and R. 22-10-14 of the French Commercial Code, the remuneration policy for directors as set out in said report and referred to in section 3.1.5 of the Company’s 2024 Universal Registration Document.

Eleventh Resolution – Approval of all remuneration paid or awarded to corporate officers in respect of fiscal 2024 pursuant to Article L. 22-10-34 I of the French Commercial Code

The shareholders at the general meeting, having reviewed the Board of Directors’ report on corporate governance, hereby approve, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information set out in Article L. 22-10-9 I of said code regarding the remuneration paid or awarded to corporate officers in respect of fiscal year 2024, as set out in section 3.1.5 of the Company’s 2022 Universal Registration Document.

Twelfth Resolution – Approval of remuneration paid or awarded to Mr. Eric Hémar, Chairman and Chief Executive Officer, in respect of fiscal year 2024

The shareholders at the general meeting, having reviewed the Board of Directors’ report on corporate governance, hereby approve, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kinds paid or awarded to Mr. Éric Hémar in his capacity as Chairman and Chief Executive Officer in respect of fiscal 2024, as set out in section 3.1.5 of the Company’s 2024 Universal Registration Document.

Thirteenth Resolution – Approval of remuneration paid or awarded to Mr. Christophe Satin, Deputy Chief Executive Officer, in respect of fiscal year 2024

The shareholders at the general meeting, having reviewed the Board of Directors’ report on corporate governance, hereby approve, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional elements comprising the total remuneration and benefits of all kinds paid or awarded to Mr. Christophe Satin in his capacity as Deputy Chief Executive Officer in respect of fiscal 2024, as set out in section 3.1.5 of the Company’s 2024 Universal Registration Document.

Fourteenth Resolution – Authorization to be granted to the Board of Directors for the Company to buy back its own shares in accordance with the conditions specified under Article L. 22-10-62 of the French Commercial Code, including term of authorization, objectives, procedures and cap


The shareholders at the general meeting, having reviewed the report of the Board of Directors, hereby authorize the Board, for a term of eighteen months, pursuant to Articles L. 22-10-62 et seq. of the French Commercial Code, to buy back, on one or more occasions and at such times as it shall decide, Company shares subject to a cap of 10% of the number of shares comprising the capital stock, adjusted where applicable to take into account any capital increases or reductions carried out during the term of the share buyback plan.

This authorization shall cancel the authorization granted to the Board of Directors under the sixteenth ordinary resolution of the May 30, 2024 general meeting. 

Company shares may be repurchased for all purposes permitted by law, including without limitation:

to stimulate trading on the secondary market or to enhance the liquidity of the ID Logistics Group share pursuant to a liquidity contract with an investment service provider, in compliance with practices admitted by applicable regulations;

to hold the purchased shares for subsequent reissue as consideration or in exchange with regard to potential acquisitions, provided that the shares purchased for this purpose do not exceed 5% of the Company’s capital stock;

to ensure coverage of stock option and/or bonus share plans (or similar plans) in favor of Group employees and/or corporate officers, as well as all share allocations under Company or Group savings plans (or similar plans) and profit-sharing schemes and/or all other forms of share allocation to Group employees and/or corporate officers;

to ensure coverage of securities giving entitlement to the allocation of Company shares pursuant to applicable regulations;

to hold the purchased shares for subsequent reissue as consideration, repayment, etc., or to transfer them to any ID Logistics Group creditor, customer or partner;

to implement any market practice that may be admitted by the French financial markets authority (AMF), and more generally to complete any other transaction in accordance with the regulations in force;

to cancel the purchased shares if applicable, subject to the authorization granted under the fifteenth extraordinary resolution of this general meeting of shareholders.

These share buybacks, including their sale or transfer, may be carried out by any means, including block trades, and at such times as the Board of Directors shall see fit.

The Company reserves the right to use options or derivatives, in compliance with applicable regulations.

The maximum purchase price is set at €750 per share. In the event of equity transactions, including stock splits, reverse stock splits and bonus share allocations, the aforementioned amount will be revised accordingly through the application of a multiplier equal to the ratio between the number of shares comprising the capital stock before the transaction and the number of shares comprising the capital stock after the transaction.

The maximum value of the transaction is thus set at €491,124,000.

The shareholders at the general meeting hereby grant full powers to the Board of Directors, with the option to further delegate, to perform these transactions, define the terms and conditions thereof, sign any agreements and complete all formalities.

Extraordinary resolutions

Fifteenth Resolution – Authorization to be granted to the Board of Directors for the Company to cancel treasury shares purchased by the Company in accordance with the conditions specified under Article L. 22-10-62 of the French Commercial Code, including term of authorization and cap


The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the statutory auditors:

hereby authorize the Board of Directors to cancel, at its sole discretion, on one or more occasions, subject to a cap equal to 10% of the capital stock as determined on the day of the decision to cancel, after deduction of any shares canceled during the preceding 24 months, shares that the Company holds or may acquire as a result of purchases carried out pursuant to Article L. 22-10-62 of the French Commercial Code, and to reduce the capital stock accordingly, pursuant to applicable statutory and regulatory provisions;

hereby resolve that any excess of the purchase price of the shares over their par value shall be deducted from additional paid-in capital, merger or contribution premiums or from any available reserve, including the legal reserve, up to a maximum of 10% of the capital reduction carried out,

hereby set the term of this authorization at twenty-six months from the date of this general meeting, and 

hereby grant full powers to the Board of Directors, with the option to further delegate, to perform any operations required in connection with such share cancellations and corresponding capital reductions, amend the bylaws accordingly and complete all required formalities;

hereby resolve that this authorization cancels the unused portion of any prior authorization having the same purpose.

Sixteenth Resolution – Authorization to be granted to the Board of Directors to increase capital stock by capitalizing reserves, retained earnings and/or additional paid-in capital, term of authorization, maximum par value of the capital increase and treatment of fractional shares

The shareholders at the general meeting, voting in accordance with the quorum and majority requirements applicable to ordinary general meetings, having reviewed the report of the Board of Directors, and pursuant to the provisions of Articles L. 225-129-2, L. 225-130 and L. 22-10-50 of the French Commercial Code:

hereby delegate to the Board of Directors their power to increase capital stock, on one or more occasions and at such times as it shall decide, by capitalization of reserves, retained earnings, additional paid-in capital or other accounts that may legally be transferred to capital stock, by issuing and granting bonus shares or by increasing the par value of existing shares of common stock, or by a combination thereof; 

hereby resolve that should the Board of Directors use this authorization, pursuant to Article L. 22-10-50 of the French Commercial Code, in the event of a capital increase by issue of bonus shares, fractional shares shall not be tradable or transferable and that the corresponding shares shall be sold; the proceeds arising therefrom shall be distributed to the relevant shareholders within regulatory deadlines;

hereby set the term of this authorization at twenty-six months from the date of this general meeting;

hereby resolve that the par value of the capital increase resulting from issues carried out under this resolution shall not exceed €300,000,000, excluding amounts required to safeguard the statutory rights of holders of securities giving entitlement to shares.

This cap is independent of all other caps under other resolutions of this general meeting;

hereby grant the Board of Directors, with the option to further delegate, all powers to implement this resolution and, generally, to take all steps and perform all required formalities for proper completion of every capital increase, to record the completion of such capital increases and to amend the bylaws accordingly; and

hereby take note that this authorization immediately cancels any unused part of any prior authorization having the same purpose.

Seventeenth Resolution – Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) with preferential subscription rights, term of authorization, maximum par value of the capital increase and power to offer unsubscribed securities to the public

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the Statutory auditors’ special report, and pursuant to the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L. 22-10-49, L. 225-132 to L. 225-134-2, L. 228-91 et seq: 

1) hereby delegate to the Board of Directors their power to issue, on one or more occasions, in the proportions and at such times as it shall see fit, in euros or foreign currency or in any other unit established by reference to a basket of currencies:

shares of common stock, and/or

equity securities giving access to other equity securities or giving entitlement to debt securities, and/or

securities giving access to future equity securities.

In accordance with Article L. 228-93 of the French Commercial Code, future securities may entitle holders to equity securities to be issued by the Company and/or by any company which directly or indirectly owns more than half of the Company’s capital stock or in which the Company directly or indirectly owns more than half of the capital stock;

2) hereby set the term of this authorization at twenty-six months from the date of this general meeting;

3) hereby resolve to set the permitted limits for the issues should the Board of Directors use this authorization, as follows:

The total par value of the shares to be issued under this authorization shall not exceed €1,600,000.

The par value of any shares of common stock issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments. 

The par value of the debt securities which may be issued pursuant to this authorization may not exceed €300,000,000.

The caps referred to above are independent of all caps determined in other resolutions of this general meeting.


4) should the Board of Directors use this authorization to carry out the issues referred to under 1) above:

a/ hereby resolve that any issue of shares of common stock or securities giving access to capital stock shall be reserved by priority to shareholders who will be entitled to subscribe with no reduced allotments, moreover the Board of Directors may grant the shareholders a subscription right on a reducible basis to be exercised in proportion to the subscription rights they hold and up to the amounts requested by them, 

b/ hereby resolve that if statutory subscriptions plus any additional subscriptions do not cover the entire issue referred to under 1) above, the Board of Directors may:

limit the total issue value to the amount of the subscriptions, on the understanding that, in the event of issuing shares of common stock or securities giving access to capital stock where the primary security is a share, subscriptions must amount to at least three quarters of the resolved issue value for this limitation to be valid;

distribute any or all unsubscribed securities at its own discretion;

offer any or all unsubscribed securities to the public;

5) hereby resolve to grant the Board of Directors, within the limits set out above, with the option to further delegate, the necessary powers to exercise this authorization including, specifically, to set the issue terms and conditions and establish the issue price, and, if applicable, record the completion of the share issues arising therefrom, amend the bylaws accordingly, decide or not, at its sole discretion, to charge the cost of share issues against any premium on issue related thereto and deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each increase, and generally take all steps that are necessary;

6) take note that this authorization cancels any prior authorization having the same purpose.

Eighteenth Resolution – Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights via a public offering, excluding the offers referred to in Article L. 411-2 1° of the French Monetary and Financial Code, and/or as consideration for securities in conjunction with a public exchange offer, term of authorization, maximum par value of the capital increase, issue price and power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the Statutory auditors’ special report and in accordance with the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L. 22-10-49, L 22-10-52, L. 22-10-54 and L. 228-91 et seq:

1) hereby delegate to the Board of Directors their power to issue, on one or more occasions, in such proportions and at such times as it shall see fit, both in France and abroad, via a public offering, excluding the offers referred to in Article L. 411-2 1° of the French Monetary and Financial Code, in euros or foreign currency or in any other unit established by reference to a basket of currencies:

shares of common stock, and/or

equity securities giving access to other equity securities or giving entitlement to debt securities, and/or

securities giving access to future equity securities.

These securities may be issued in consideration for securities transferred to the Company in conjunction with a public exchange offer of securities that meets the conditions laid down by Article L. 22-10-54 of the French Commercial Code. 

In accordance with Article L. 228-93 of the French Commercial Code, future securities may entitle holders to equity securities to be issued by the Company and/or by any company which directly or indirectly owns more than half of the Company’s capital stock or in which the Company directly or indirectly owns more than half of the capital stock; 

2) hereby set the term of this authorization at twenty-six months from the date of this general meeting; 

3) the total par value of the shares of common stock to be issued under this authorization shall not exceed €1,600,000. 

The par value of any shares of common stock issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments.

This cap is independent of all other caps under other resolutions of this general meeting;

The par value of the debt securities which may be issued pursuant to this authorization may not exceed €300,000,000.

This cap is independent of all other caps under other resolutions of this general meeting;

4) hereby resolve to remove the shareholders’ preferential subscription right to the shares of common stock and securities referred to in this resolution, and hereby delegate to the Board of Directors the power to establish a statutory and/or additional shareholder priority subscription right, if required, pursuant to the conditions set out in Article L. 22-10-51 of the French Commercial Code, for all or part of a share issue, it being stipulated that securities not subscribed for in this way will be the subject of a public placement in France and/or abroad; 

5) formally note that the present authorization entails, in favor of holders of securities giving access to the Company’s capital, the shareholders’ waiver of their preferential subscription right to shares or securities to which the securities issued pursuant to this authorisation may give immediate or future entitlement;

6) hereby resolve, pursuant to Article L. 22-10-52 of the French Commercial Code:

to delegate all powers to the Board of Directors to freely set the issue price of any fungible equity securities issued under this authorization, and

that the issue price of the securities giving access to the capital and the number of shares to which the conversion, redemption or, generally, the transformation of each security giving access to the capital may give entitlement, shall be such that the amount immediately received by the Company, plus any amount subsequently received by the Company, shall be, for each of the shares of common stock issued as a result of the issue of said securities, at least equal to the price freely set by the Board of Directors; 

7) hereby resolve, should securities be issued in consideration for securities received under a public exchange offer, that the Board of Directors may, as stipulated in Article L. 22-10-54 of the French Commercial Code and within the limits set out above, determine the list of securities transferred as consideration, set the terms and conditions of issue, the exchange ratio and any additional cash payment, and determine the terms of issue;

8) hereby resolve that if the subscriptions do not account for the entire issue referred to under 1) above, the Board of Directors may:

limit the total issue value to the amount of the subscriptions, on the understanding that, in the event of issuing shares of common stock or securities giving access to capital stock where the primary security is a share, subscriptions must amount to at least three quarters of the resolved issue value for this limitation to be valid;

distribute any or all unsubscribed securities at its own discretion;

9) hereby resolve to grant the Board of Directors, within the limits set out above, with the option to further delegate, the necessary powers to exercise this authorization including, specifically, to set the issue terms and conditions and establish the issue price, and, if applicable, record the completion of the share issues arising therefrom, amend the bylaws accordingly, decide or not, at its sole discretion, to charge the cost of share issues against any premium on issue related thereto and deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each increase, and generally take all steps that are necessary; 

10) take note that this authorization cancels any prior authorization having the same purpose.

Nineteenth Resolution – Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights, via an offer as referred to in Article L. 411-2 1° of the French Monetary and Financial Code, term of authorization, maximum par value of the capital increase, issue price, power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the statutory auditors’ special report and in accordance with the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L. 22-10-49, L. 22-10-52 and L. 228-91 et seq: 

1) hereby delegate to the Board of Directors their power to issue, on one or more occasions, in such proportions and at such times as it shall see fit, both in France and abroad, via an offer as referred to in Article L. 411-2 1° of the French Monetary and Financial Code, in euros or foreign currency or in any other unit established by reference to a basket of currencies: 

shares of common stock, and/or

equity securities giving access to other equity securities or giving entitlement to debt securities, and/or

securities giving access to future equity securities.

In accordance with Article L. 228-93 of the French Commercial Code, future securities may entitle holders to other equity securities to be issued by the Company and/or by any company which directly or indirectly owns more than half of the Company’s capital stock or in which the Company directly or indirectly owns more than half of the capital stock; 

2) hereby set the term of this authorization at twenty-six months from the date of this general meeting; 

3) The total par value of the shares of common stock to be issued under this authorization shall not exceed €1,600,000, it being specified that the total par value will be further limited to 30% of capital stock per year.

The par value of any shares of common stock issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments. 

This cap is independent of all other caps under other resolutions of this general meeting;

The par value of the debt securities which may be issued pursuant to this authorization may not exceed €300,000,000. 

This cap is independent of all other caps under other resolutions of this general meeting;

4) hereby resolve to remove the preferential subscription right of shareholders to shares of common stock and securities giving access to capital stock and/or debt securities covered in this resolution; 

5) hereby resolve, pursuant to Article L. 22-10-52 of the French Commercial Code:

to delegate all powers to the Board of Directors to freely set the issue price of any fungible equity securities issued under this authorization, and

that the issue price of the securities giving access to the capital and the number of shares to which the conversion, redemption or, generally, the transformation of each security giving access to the capital may give entitlement, shall be such that the amount immediately received by the Company, plus any amount subsequently received by the Company, shall be, for each of the shares of common stock issued as a result of the issue of said securities, at least equal to the price freely set by the Board of Directors;

6) hereby resolve that if the subscriptions do not account for the entire issue referred to under 1) above, the Board of Directors may:

limit the total issue value to the amount of the subscriptions, on the understanding that, in the event of issuing shares of common stock or securities giving access to capital stock where the primary security is a share, subscriptions must amount to at least three quarters of the resolved issue value for this limitation to be valid;

distribute any or all unsubscribed securities at its own discretion; 

7) hereby resolve to grant the Board of Directors, within the limits set out above, with the option to further delegate, the necessary powers to exercise this authorization including, specifically, to set the issue terms and conditions and establish the issue price, and, if applicable, record the completion of the share issues arising therefrom, amend the bylaws accordingly, decide or not, at its sole discretion, to charge the cost of share issues against any premium on issue related thereto and deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each increase, and generally take all steps that are necessary;

8) formally note that the present authorization entails, in favor of holders of securities giving access to the Company’s capital, the shareholders’ waiver of their preferential subscription right to shares or securities to which the securities issued pursuant to this authorisation may give immediate or future entitlement.

9) take note that this authorization cancels any prior authorization having the same purpose.

Twentieth Resolution – Authorization to be granted to the Board of Directors to issue shares of common stock and/or equity securities giving access to other equity securities or giving entitlement to debt securities and/or securities giving access to future equity securities (of the Company or a Group company) without preferential subscription rights, to a specific category of beneficiaries, term of authorization, maximum par value of the capital increase, issue price, power to limit the offering to the amount of subscriptions or to distribute unsubscribed securities

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the statutory auditors’ special report and in accordance with the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L. 22-10-49, L. 22-10-51, L. 225-138 and L. 228-92:

a) hereby delegate to the Board of Directors their power to increase the capital stock, on one or more occasions, in such proportions and at such times as it shall see fit, both in France and abroad, by issuing, in euros or foreign currency or in any other unit established by reference to a basket of currencies:

shares of common stock, and/or

equity securities giving access to other equity securities or giving entitlement to debt securities, and/or

securities giving access to future equity securities.

In accordance with Article L. 228-93 of the French Commercial Code, future securities may entitle holders to other equity securities to be issued by the Company and/or by any company which directly or indirectly owns more than half of the Company’s capital stock or in which the Company directly or indirectly owns more than half of the capital stock;

b) hereby set the term of this authorization at eighteen months from the date of this general meeting; 

c) the total par value of share issues completed under this authorization shall not exceed €1,600,000.

The par value of any shares of common stock issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments.

This cap is independent of all other caps under other resolutions of this general meeting;

The total par value of debt securities issued by the Company may not exceed €300,000,000.

This cap is independent of all other caps under other resolutions of this general meeting;

d) hereby resolve to remove the shareholders’ preferential subscription right to the shares covered by this resolution in favor of the following category of beneficiaries: French or foreign legal entities (including holding companies, entities, investment firms, mutual funds and group savings funds) or individuals, regularly investing in listed companies operating in the handling, robotics or logistics sector, subject to a minimum individual subscription of €100,000 or an equivalent amount per transaction and a number of investors limited to 50; the Board of Directors shall draw up a precise list of the beneficiaries included in this category and the number of shares to be issued to each one; 

e) hereby note that this authorization requires the shareholders to waive their preferential subscription rights to Company shares that may be issued; 

f) hereby resolve that the issue price for the shares issued under this authorization shall be set by the Board of Directors and shall be at least equal to the average closing share price over five consecutive days chosen from among the thirty trading sessions immediately preceding the share price determination, less a potential maximum discount of 10%, taking the date of issuance into account where applicable, on the understanding that the issue price of any securities giving access to the capital issued pursuant to this resolution shall be equal to the amount received immediately by the Company, where applicable, plus the amount liable to be received by the Company upon exercise or conversion of said securities, or, for each share issued as a result of the issue of said securities, at least equal to the aforementioned minimum amount; 

g) hereby resolve that if the subscriptions do not account for the entire issue referred to under paragraph a) above, the Board of Directors may:

limit the total issue value to the amount of the subscriptions, on the understanding that, in the event of issuing shares of common stock or securities giving access to capital stock where the primary security is a share, subscriptions must amount to at least three quarters of the resolved issue value for this limitation to be valid;

distribute any or all unsubscribed securities at its own discretion; 

h) hereby resolve to grant the Board of Directors, within the limits set out above, with the option to further delegate, the necessary powers to exercise this authorization including, specifically, to:

set the amount of the share issue, the issue price and any issue premium that may be requested at time of issue,

set the dates, terms and conditions of all issues as well as the form and characteristics of the shares or securities giving access to the capital to be issued,

set the date of issuance, which may be retrospective, of the shares or securities giving access to the capital to be issued and the manner in which they are to be paid up,

draw up the list of beneficiaries included in the category of aforementioned persons and the number of shares to be granted to each one,

at its sole discretion and at such time as it shall see fit, charge the costs, levies and fees related to the share issues carried out through exercise of the authority granted under this resolution against the amount of premiums related to said transactions and deduct the amount required to increase the statutory reserve to one-tenth of the new capital stock from the amount of said premiums after each transaction,

record the completion of each share issue and amend the bylaws as required,

in general, enter into any agreement required, in particular, for the successful completion of the planned issues,

take all steps and complete all formalities required for the issue, listing and financial servicing of the securities issued pursuant to this authorization and for the exercise of the related rights,

take all decisions required to ensure the admission of the shares and securities thereby issued to trading on any market on which the Company’s shares might be admitted to trading.

i) formally note that the present authorization entails, in favor of holders of securities giving access to the Company’s capital, the shareholders’ waiver of their preferential subscription right to shares or securities to which the securities issued pursuant to this authorization may give immediate or future entitlement;

Twenty-first Resolution – Authorization to be granted to the Board of Directors to decide on the issue of shares of common stock and/or securities giving access to the capital and/or debt securities, without preferential subscription rights, to one or more named individuals

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the Statutory auditors’ special report and in accordance with the provisions of the French Commercial Code, specifically Articles L. 225-129-2, L. 22-10-49, L. 22-10-52 and L. 228-92:

1) hereby delegate to the Board of Directors their power to issue, on one or more occasions, in such proportions and at such times as it shall see fit, both in France and abroad, in euros or foreign currency or in any other unit established by reference to a basket of currencies, without preferential subscription rights, to one or more named individuals:

-shares of common stock, and/or

-securities giving access to the capital and/or debt securities. 

In accordance with Article L. 228-93 of the French Commercial Code, future securities may entitle holders to other equity securities to be issued by the Company and/or by any company which directly or indirectly owns more than half of the Company’s capital stock or in which the Company directly or indirectly owns more than half of the capital stock; 

2) Fixe à dix-huit mois la durée de validité de la présente délégation, décomptée à compter du jour de la présente assemblée.

3) The total par value of the shares of common stock to be issued under this authorization shall not exceed €1,600,000, it being specified that the total par value will be further limited to 30% of capital stock per year.

The par value of any shares of common stock issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments. 

This cap is independent of all other caps under other resolutions of this general meeting;

4) hereby resolve to remove the preferential subscription right of shareholders to the securities referred to in this resolution in favor of one or more named individuals and to delegate power to the Board of Directors to name such individual(s); 

5) hereby resolve, pursuant to the provisions of Article L. 22-10-52-1 of the French Commercial Code, that the issue price of any shares of common stock issued under this authorization shall be set by the Board of Directors in accordance with the regulatory provisions applicable on the date of exercise of this authorization; 

6) hereby resolve that if the subscriptions do not account for the entire issue referred to under 1) above, the Board of Directors may limit the total issue value to the amount of the subscriptions, where applicable within the limits provided for by the regulations;

7) hereby resolve to grant the Board of Directors, within the limits set out above, with the option to further delegate, the necessary powers to set the issue terms and conditions, to name the individual(s) to whom the issue(s) is/are reserved, to decide on the number of shares to be issued to each of the beneficiaries, to decide on the amount to be issued, the issue price and any issue premium that may be requested at time of issue, to determine the dates and terms of issue and the nature, form and characteristics of the securities to be created, to determine the manner in which the shares and/or securities issued or to be issued are to be paid up, to suspend, where applicable, the exercise of the rights attached to the securities issued for a maximum period of three months, to record the completion of the capital increases arising therefrom, to amend the bylaws accordingly, to charge, at its sole discretion, the cost of share issues against any premium on issue related thereto and to deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each increase, and generally take all steps that are necessary. 

8) Prend acte du fait que la présente délégation emporte, au profit des porteurs de valeurs mobilières donnant accès au capital de la Société, renonciation de plein droit par les actionnaires à leur droit préférentiel de souscription aux actions ou aux valeurs mobilières auxquelles les valeurs mobilières émises sur le fondement de la présente délégation pourront donner droit immédiatement ou à terme.

Twenty-second Resolution – Authorization to increase the issue amount in the event of over-subscription 

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the statutory auditors’ special report: 

1) hereby resolve that, for each issue of shares of common stock or securities giving access to capital stock under the 17th to 21st resolutions hereto, the number of securities to be issued may be increased under conditions laid down in Articles L. 225-135-1 and R. 225-118 of the French Commercial Code, subject to the caps set by the general meeting, in the event of over-subscription recognized by the Board of Directors;

2) hereby set the term of this authorization at twenty-six months from the date of this general meeting.

Twenty-third Resolution – Authorization to be granted to the Board of Directors to increase capital stock by issuing shares of common stock and/or securities giving access to capital, up to 20% of the capital, in consideration for non-cash transfers received of shares or securities giving access to capital stock, term of authorization

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the statutory auditors and in accordance with Articles L. 22-10-49, L. 22-10-53 and L. 228-92 of the French Commercial Code: 

1) hereby authorize the Board of Directors, having received a report from the independent accountant for the transaction, to issue shares of common stock or securities giving access to shares of common stock in consideration for non-cash asset transfers to the Company comprising shares or securities giving access to capital if the provisions of Article L. 22-10-54 of the French Commercial Code are not applicable; 

2) hereby set the term of this authorization at twenty-six months from the date of this general meeting; 

3) Décide que le montant nominal global des actions ordinaires susceptibles d’être émises en vertu de la présente délégation ne pourra être supérieur à 20 % du capital au jour de la présente Assemblée, compte non tenu de la valeur nominale des actions ordinaires à émettre pour préserver, conformément à la loi et, le cas échéant, aux stipulations contractuelles prévoyant d’autres cas d’ajustement, les droits des titulaires de valeurs mobilières donnant accès au capital de la Société. Ce plafond est indépendant de l’ensemble des plafonds prévus par les autres résolutions de la présente Assemblée.

4) hereby resolve that the total par value of the securities representing debt or equivalent securities of the Company which may be issued pursuant to this authorization may not exceed €300,000,000.

This cap is independent of all other caps under other resolutions of this general meeting; 

5) delegate all powers to the Board of Directors, with the option to further delegate, to approve the assessment of the transfers, to decide on the resulting share issue, to record the completion thereof, to charge the full costs and fees of the share issue against any transfer premium and to deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each share issue, to amend the bylaws accordingly and generally to take all steps that are necessary; 

6) formally note that the present authorization entails, in favor of holders of securities giving access to the Company’s capital, the shareholders’ waiver of their preferential subscription right to shares or securities to which the securities issued pursuant to this authorisation may give immediate or future entitlement; 

7) take note that this authorization cancels any prior authorization having the same purpose. 

Twenty-fourth Resolution – Authorization to be granted to the Board of Directors to increase the capital stock by issuing shares of common stock and/or securities giving access to the capital without preferential subscription rights to members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code, term of authorization, maximum par value of the capital increase, issue price and power to grant bonus shares pursuant to Article L. 3332-21 of the French Labor Code

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the statutory auditors’ special report and pursuant to Articles L. 22-10-49, L. 225-129-6, L. 225-138-1 and L. 228-92 of the French Commercial Code and Articles L. 3332-18 et seq. of the French Labor Code:

1) hereby authorize the Board of Directors, if it sees fit and at its sole discretion, to increase the capital stock on one or more occasions by issuing Company common shares or securities giving access to future equity securities of the Company to members of one or more company or group savings plans set up by the Company and/or its French or foreign related companies pursuant to Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code;

2) cancel, in favor of such persons, the preferential subscription right for shares that may be issued pursuant to this authorization;

3) hereby set the term of this authorization at twenty-six months from the date of this general meeting;

4) cap the par value of any capital increases carried out under this authorization at 3% of capital stock as of the date when the Board of Directors decides to carry out this increase, said cap being independent of all other authorized capital increase caps. Where applicable, the additional amount of common shares issued in the future to safeguard the rights of holders of securities giving access to the Company’s capital stock shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments;

5) hereby resolve, pursuant to paragraph 1) of this authorization, that the future share price may not vary, up or down, by more than 30%, or 40% when the plan lock-in period in accordance with Articles L. 3332-25 and L. 3332-26 of the French Labor Code is at least ten years, from the average closing share price during the twenty trading sessions preceding the Board of Directors’ decision to increase the capital and issue shares accordingly;

6) hereby resolve, pursuant to the provisions of Article L. 3332-21 of the French Labor Code, that the Board of Directors may allot free of charge new or existing shares, or other new or existing securities giving access to the Company’s capital stock, to the beneficiaries specified in paragraph 1) above, in order to (i) provide an employer contribution pursuant to regulations governing company or group savings schemes, and/or (ii) provide for a discount if appropriate;

7) take note that this authorization cancels any prior authorization having the same purpose. 

The Board of Directors may or may not implement this authorization, take all steps and carry out any necessary formalities, with the option to further delegate same. 

Twenty-fifth Resolution – Authorization to be granted to the Board of Directors with a view to issuing equity warrants (“BSA”), warrants to subscribe for and/or purchase new and/or existing shares (“BSAANE”) and/or redeemable warrants to subscribe for and/or purchase new and/or existing shares (“BSAAR”) without preferential subscription rights to a specific category of persons, maximum par value of the capital increase, term of authorization and exercise price

The shareholders at the general meeting, having reviewed the report of the Board of Directors and the statutory auditors’ special report and in accordance with Articles L. 225-129-2, L. 22-10-49, L. 225-138 and L. 228-91 of the French Commercial Code:

1) hereby delegate to the Board of Directors their power, on one or more occasions, in such proportions and at such times as it shall see fit, both in France and abroad, to issue equity warrants (“BSA”), warrants to subscribe for and/or purchase new and/or existing shares (“BSAANE”) and/or redeemable warrants to subscribe for and/or purchase new and/or existing shares (“BSAAR”), without preferential subscription rights, to a specific category of persons;

2) hereby set the term of this authorization at eighteen months from the date of this general meeting; 

3) hereby resolve that the total par value of the shares to which the holders of warrants issued under this authorization shall be entitled may not exceed €370,000. The par value of any shares of common stock issued in the future to safeguard the rights of holders of BSAs, BSAANEs and/or BSAARs shall be added to this cap in accordance with the law and any contractual requirements providing for other adjustments. This cap is independent of all other caps under other resolutions of this general meeting; 

4) hereby resolve that the subscription and/or purchase price of shares to which warrant holders shall be entitled, after taking account of the warrant issue price, shall be no less than the average closing price of the ID Logistics Group share weighted by volume for the forty trading sessions preceding the date of the decision to issue the warrants; 

5) hereby resolve to cancel the shareholders’ preferential subscription right to future BSAs, BSAANEs and BSAARs in favor of the following category of persons:

(i) the employees and/or corporate officers of the Company and/or a Group company within the meaning of Article L. 233-3 of the French Commercial Code; and/or

(ii) the service providers or consultants having entered into a contract with the Company or a Group company within the meaning of Article L. 233-3 of the French Commercial Code; 

6) Constate que la présente délégation emporte renonciation des actionnaires à leur droit préférentiel de souscription aux actions de la société susceptibles d’être émises sur exercice des bons au profit des titulaires de BSA, BSAANE et/ou BSAAR. 

7) hereby resolve that if the subscriptions do not account for an entire issue of BSAs, BSAANEs and/or BSAARs, the Board of Directors may:

limit the total issue value to the amount of the subscriptions;

distribute any or all unsubscribed BSAs, BSAANEs and/or BSAARs at its own discretion among the aforementioned category of persons; 

a) hereby resolve that the Board of Directors will have all necessary powers, with the option to further delegate, under statutory conditions and as stated above, to issue BSAs, BSAANEs and/or BSAARs and:

determine the specific list of beneficiaries within the aforementioned category of persons, the type and number of warrants to be granted to each beneficiary, the number of shares corresponding to each warrant, the warrant issue price and the subscription and/or purchase price of the shares to which warrant holders are entitled under the conditions set out above, where the issue price for the warrants shall be determined in accordance with market conditions and expert valuation, warrant subscription and exercise conditions and deadlines, their adjustment procedures, and generally determine all issue terms and conditions;

draw up a supplementary report describing the final terms of the issue;

purchase the requisite shares under the share buyback program and assign them to the warrant plan;

carry out the share issue arising from the exercise of BSAs, BSAANEs and/or BSAARs and amend the bylaws accordingly;

on its sole initiative, charge the costs of the share issues against any related premium on issue and deduct from this value the amount required to increase the statutory reserve to one-tenth of the new capital stock after each share issue;

sub-delegate to the Chief Executive Officer powers required to carry out the share issue and comply with the applicable limits, in accordance with any procedures determined in advance by the Board of Directors;

and generally do everything that is necessary in such matters.

The general meeting takes note that this authorization cancels any prior authorization having the same purpose. 

Twenty-sixth Resolution – Amendment of Article 15-2 of the bylaws to define the manner of participation in the deliberations of the Board of Directors by means of written consultation

The shareholders at the general meeting, having reviewed the report of the Board of Directors, hereby resolve:

to amend Article 15-2 paragraph 3 of the bylaws concerning written consultation of the directors, in particular in order to provide for the manner of such consultations, in accordance with Article L. 225-37 of the French Commercial Code as amended by French Law no. 2024-537 of June 13, 2024;

to amend Article 15-2 paragraph 3 of the bylaws accordingly and as follows, with the rest of the article remaining unchanged:

“However, subject to the right of any member of the Board to oppose this manner of consultation, the Board may, at the discretion of its Chairman, adopt its decisions by means of written consultation. In the event of a written consultation, each director shall be provided, by any means of written communication (including email), with the text of the proposed decisions as well as any information required in order to make the decision. Unless a shorter period is stipulated in the consultation notice for an urgent matter, the directors shall have a period of five (5) calendar days from the date of dispatch of said notice to send their votes to the stipulated address by any means of written communication (including by email). Directors who have not replied by the end of the stipulated period shall be deemed not to be present for the purposes of calculating quorum and majority. The quorum and majority rules applicable to decisions taken in a physical meeting shall apply mutatis mutandis to decisions taken by written consultation.” "

Twenty-seventh Resolution – Amendment of Article 15-3 of the bylaws in order to facilitate participation in meetings of the Board of Directors by means of telecommunication and to allow the use of postal voting

The shareholders at the general meeting, having reviewed the report of the Board of Directors, hereby resolve:

to amend Article 15-3 of the bylaws regarding the use of telecommunication means at meetings of the Board of Directors, in order to bring it into line with the provisions of Article L. 22-10-3-1 of the French Commercial Code established by French Law no. 2024-537 of June 13, 2024;

to delete paragraph 2 and amend paragraph 3 of Article 15-3 of the bylaws (which becomes paragraph 2) as follows:

Directors taking part in Board meetings by videoconference or any other means of telecommunication enabling their identification in accordance with applicable regulatory provisions are deemed to be in attendance for the purposes of calculating quorum and majority”;

and to insert the following paragraph after the new paragraph 2:

“Directors may also vote by post by means of a voting form in accordance with applicable regulatory provisions”,

with the rest of the article remaining unchanged.

Twenty-eighth Resolution – Amendment of Articles 15-1 and 17 of the bylaws to increase the age limit applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer

The shareholders at the general meeting, having reviewed the report of the Board of Directors, hereby resolve:

to amend Articles 15-1 and 17 of the bylaws concerning the age limit applicable to the Chairman of the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officer;

accordingly, to add the following paragraph after the first paragraph of Article 15-1 of the bylaws, with the rest of the article remaining unchanged:

 “No one over the age of 75 may be appointed Chairman of the Board of Directors. If the incumbent Chairman exceeds this age, he or she shall be automatically deemed to have resigned”; "

accordingly, to add the following paragraph after the second paragraph of Article 17 of the bylaws, with the rest of the article remaining unchanged:

When general management is not assumed by the Chairman of the Board of Directors, the Board of Directors shall appoint a Chief Executive Officer to whom the age limit set for the position of Chairman shall apply; "

to amend the ninth paragraph of Article 17 of the bylaws accordingly and as follows, with the rest of the article remaining unchanged:

On a motion by the CEO, the Board of Directors may appoint one or more individuals to assist the CEO; such person(s) shall hold the office of Deputy Chief Executive Officer. There may not be more than five Deputy CEOs. The age limit set for the position of Chairman shall also apply to the Deputy Chief Executive Officer(s).” " 

Twenty-ninth Resolution – Powers for formalities 

The shareholders at the general meeting hereby grant full powers to the bearer of a copy or excerpt of the minutes of this meeting to complete all filing and publication formalities required by law.

8

Persons responsible

8.1Person responsible for the Universal Registration Document

Mr. Eric Hémar, Chairman and CEO of ID Logistics Group.

8.2Statement of the person responsible for the Document

I hereby certify that the information contained in this Universal Registration Document is, to the best of my knowledge, in accordance with the facts and makes no omission likely to affect its import.

I hereby certify, to the best of my knowledge, that the annual financial statements and the consolidated financial statements have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profits and losses of the Company and all the entities included in the consolidation scope. I also certify that the management report, for which a cross-reference table is included in Chapter 9, presents a true and fair review of the development and results of the business, results and financial position of the Company and all the entities included in the consolidation scope and includes a description of the main risks and uncertainties to which they are exposed and was prepared in accordance with applicable sustainability reporting standards. 

Eric Hémar

Chairman and CEO

8.3Person responsible for financial reporting

Mr. Yann Perot

Chief Financial Officer

Address: 55 chemin des Engranauds – CS 20040 – 13660 Orgon, France

Telephone: +33 (0)4 42 11 06 00

Email address: yperot@id-logistics.com

9

Cross-reference tables

In order to facilitate the reading of this annual report in the form of a Universal Registration Document, the cross-reference table given below allows readers to identify the main information provided under Annexes 1 and 2 of Commission Delegated Regulation 2019/980 supplementing EU Directive 2017/1129. (n/a: not applicable).

Sections of Annexes 1 and 2 of Delegated Regulation 2019/980

Page

1

Persons responsible, information obtained from third parties, expert reports and approval by the competent authority

1.1

Name and function of persons responsible

218

1.2

Declaration by the persons responsible

218

1.3

Expert statements

n/a

1.4

Other statements

n/a

1.5

Competent authority approval

3

2

Statutory auditors

2.1

Name and address of the statutory auditors

84

2.2

Status of the term of office of the statutory auditors

84

3

Risk factors

28-34

4

Information about the issuer

4.1

Company name

196

4.2

Registration and LEI code

196

4.3

Date of incorporation and term

196

4.4

Head office, legal form – applicable legislation – website

196

5

Business overview

5.1

Principal activities

5.1.1 Operations and principal activities

9-16

5.1.2 New products

9-16

5.2

Principal markets

12-17

5.3

Important events in the development of the issuer’s business

6-7

5.4

Strategy and objectives

20-22

5.5

Degree of any dependence

30-31

5.6

The basis for any statements made by the Company regarding its competitive position

9-14

5.7

Capital expenditure

5.7.1 Major investments made

94

5.7.2 Material investments in progress or planned

94

5.7.3 Information on holdings

23-25, 128-130, 142

5.7.4 Environmental impact of operating property, plant and equipment

22

6

Organizational structure

6.1

Brief description of the Group

6-7, 12-22

6.2

List of the Company’s significant subsidiaries

24-25

7

Operating and financial review

7.1

Financial position

7.1.1 Review and results of the issuer’s business activity

88-131

7.1.2 Other information

88-131

7.2

Operating results

7.2.1 Significant factors

86

7.2.2 Material changes in net sales or revenues

89

8

Capital resources

8.1

Information concerning the issuer’s capital resources (both short term and long term)

90-92

8.2

Source and amount of cash flows

93-94

8.3

Borrowing requirements and funding structure

91-94

8.4

Restrictions on the use of capital resources

92

8.5

Anticipated sources of funds

94

9

Regulatory environment

9.1

External influences

201

10

Trend information

10.1

Significant trends and significant change in the Group’s financial performance

149

10.2

Elements likely to have a material impact on the issuer’s prospects

9-11, 28-34

11

Profit forecasts or estimates

11.1

Indication of forecasts or estimates or statement if these no longer apply

n/a

11.2

Major assumptions

n/a

11.3

Declaration of compliance

n/a

12

Administrative bodies and senior management

12.1

Information relating to the administrative bodies and senior management

46-59

12.2

Conflicts of interests among members of administrative bodies and senior management

47, 57

13

Remuneration and benefits

13.1

Remuneration paid

60-73

13.2

Provisions for pension, retirement or similar benefits

121-123

14

Board practices

14.1

Term of office

46

14.2

Service contracts

74, 147-148

14.3

Information about the Audit Committee

58-59

14.4

Compliance with the corporate governance regime

45

14.5

Potential material impacts on the corporate governance

n/a

15

Employees

15.1

Breakdown of employees

187

15.2

Shareholdings and stock options

37, 198-199

15.3

Employee shareholding agreement

167-169

16

Major shareholders

16.1

Breakdown of shareholders

37

16.2

Different voting rights

37, 198-199

16.3

Control of the Company

43

16.4

Shareholder agreement

43

17

Related party transactions

74, 126, 147-148

18

Financial information concerning the Company’s assets and liabilities, financial position and profits and losses

18.1

Historical financial information

8, 88-131, 135-143

18.2

Interim and other financial information

n/a

18.3

Audited historical financial information

131-134, 143-146

18.4

Pro forma financial information

n/a

18.5

Dividend policy

95

18.6

Legal and arbitration proceedings

149

18.7

Significant change in the Company’s financial position

150

19

Additional information

19.1

Share capital

19.1.1 Issued and authorized share capital

36

19.1.2 Shares not representing capital

37

19.1.3 Treasury stock

37, 196-198

19.1.4 Securities

n/a

19.1.5 Terms of acquisition

n/a

19.1.6 Option or agreement

n/a

19.1.7 History of capital stock

36

19.2

Memorandum and articles of association

19.2.1 Register and objects

196, 198

20

Material contracts

149

21

Documents available

201

21.2.3 Share rights and privileges

198-199

21.2.6 Provisions relating to change in control

43

(n/a: not applicable).

In order to facilitate the reading of this document, the cross-reference table below allows readers to find compulsory disclosures for listed companies pursuant to Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the AMF General Regulation in this Universal Registration Document. The table also specifies chapters that cover “regulated information” as defined by Article 221-1 of the AMF General Regulation.

Annual financial report

Chapter

1.

PARENT COMPANY FINANCIAL STATEMENTS

4.9.2

2.

CONSOLIDATED FINANCIAL STATEMENTS

4.8.1

3.

MANAGEMENT REPORT (AS SPECIFIED UNDER THE FRENCH MONETARY AND FINANCIAL CODE)

3.1

INFORMATION LISTED IN ARTICLE L. 225-100-1 OF THE FRENCH COMMERCIAL CODE

Analysis of business trends

4.2, 4.3, 4.4, 4.9.1

Analysis of results

4.2, 4.3, 4.4, 4.9.1

Analysis of financial position

4.2, 4.3, 4.4, 4.9.1

Main risks and uncertainties

2

Key financial and non-financial performance indicators

1.3, 5

Information on financial risks relating to the impacts of climate change and the presentation of measures taken by the Company to reduce said risks, by implementing a low-carbon strategy in all areas of its business

1.7

Main features of internal control and risk management procedures

3.2

Information on its objectives and policy regarding hedging of each main type of transaction for which hedge accounting is used, as well as its exposure to price, credit, liquidity and cash flow risks

2.3

3.2

INFORMATION LISTED IN ARTICLE L. 225-211 OF THE FRENCH COMMERCIAL CODE

Buyback of Company shares

6.2

3.3

BOARD OF DIRECTORS CORPORATE GOVERNANCE REPORT

3.1

Corporate officer remuneration policy

3.1.5

Remuneration and benefits of all kinds paid during the fiscal year or awarded in respect of the fiscal year to each corporate officer

3.1.5.3

Relative proportion of fixed and variable remuneration

3.1.5.3

Use of the possibility to reclaim variable remuneration

n/a

Commitments of any kind made by the Company in favor of the corporate officers, corresponding to elements of remuneration, compensation or benefits owed or liable to be owed, due to the assumption of, resignation from or change in their duties or following the exercise thereof

3.1.5

Remuneration paid or awarded by a company included in the consolidation scope within the meaning of Article L. 233-16 of the French Commercial Code

n/a

The ratios of remuneration awarded to each executive corporate officer to the average and median remuneration awarded to Company employees

3.1.5.3

Annual change in remuneration, Company performance, average remuneration awarded to Company employees and the above ratios over the five most recent fiscal years

3.1.5.3

Explanation of how total remuneration complies with the remuneration policy adopted, including how it contributes to the Company’s long-term performance and how performance criteria have been applied

3.1.5.2

How the vote of the last ordinary general meeting provided for in Article L. 225-100 II (until December 31, 2020) and Article L. 22-10-34 I (from January 1, 2021) of the French Commercial Code was taken into account

3.1.5.2

Deviation from the remuneration policy implementation procedure and any derogation

n/a

Application of the provisions of the second paragraph of Article L. 225-45 of the French Commercial Code (suspension of payment of directors’ remuneration in the event of failure to ensure diversity on the Board of Directors)

n/a

Grant of options to corporate officers and lock-in periods

3.1.5.3 c)

Grant of bonus shares to executive corporate officers and lock-in periods

3.1.5.3 c)

List of all offices and functions exercised in any company by each corporate officer during the fiscal year

3.1.3 c)

Agreements between an executive or significant shareholder and a subsidiary

3.1.6

Summary of valid powers granted by the shareholders’ general meeting in respect of capital increases

3.1.1 e)

Detailed arrangements for the exercise of general management

3.1.4

Composition and conditions for preparing and organizing the work of the Board of Directors

3.1.3

Application of the gender balance principle on the Board

3.1.3

Restrictions imposed by the Board of Directors on the powers of the Chief Executive Officer

3.1.4 b)

Reference to a corporate governance code and application of the “comply or explain” principle

3.1.2

Special arrangements for shareholder participation in general meetings

3.1.8

Evaluation procedure for ordinary agreements - Implementation

3.1.7

Information liable to have an impact in the event of a public takeover bid or exchange offer

3.1.9

For corporations (sociétés anonymes) with a supervisory board: Supervisory board’s comments on the management board report and financial statements

n/a

4.

STATEMENT OF PERSONS RESPONSIBLE FOR THE ANNUAL FINANCIAL REPORT

8

5.

STATUTORY AUDITORS’ REPORT ON THE PARENT COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS (including the statutory auditors’ report on the Board’s corporate governance report)

4.9.3, 4.8.2

OTHER INFORMATION

DISCLOSURES OF STATUTORY AUDITORS’ FEES

4.8.1

DESCRIPTION OF SHARE BUYBACK PROGRAM

6.2

In order to facilitate the reading of this document, the cross-reference table below allows readers to find management report information in this Universal Registration Document. It is also indicates the chapters corresponding to the documents attached to the management report.

Management report

Chapter

Objective and exhaustive analysis of the Company’s business operations, earnings, financial position including level of debt, volume and complexity of business, including any non-financial key performance indicators relating to the Company’s specific operations, including environmental and employee matters. Where applicable, this analysis contains references to amounts given in the financial statements and additional explanations.

4.2, 4.3, 4.4, 4.9.5

The Company’s position and business during the fiscal year ended

4.2, 4.4, 4.9

Forecasts

4.14

Key post balance sheet events

4.146

Intercompany cash loan and related statutory auditors’ report

n/a

Branch offices

n/a

Acquisition of equity interests of 5%, 10%, 20%, 33.33%, 50% and 66.66% of the capital or voting rights, or control

4.9.1

Research and development activities

1.9

Activity of subsidiaries and equity investments by business sector

4.2

Status of employee shareholdings as of the balance sheet date and the proportion of capital held by employees, including stock held by a PEE (French corporate savings plan) or FCPE (company mutual fund)

5

For companies operating at least one SEVESO facility:

n/a

Information on the Company’s technological accident risk prevention policy

Information on the Company’s ability to meet its property and personal civil liabilities arising from operating such facilities

Details on the Company’s resources to compensate victims in cases of technological accidents for which it may be liable

Treasury shares and interlocking investments: identities of controlled companies holding Company stock and equity interest held

n/a

Notice of holding more than 10% of the capital of another joint stock corporation. Rectification of interlocking investments

n/a

Dividends distributed in respect of the last three fiscal years and amount of distributed earnings eligible and non-eligible for tax allowances broken down by category of stock

4.7.1

Expenses not deductible for tax purposes

4.9.1

Number of shares purchased and sold during the year pursuant to Article L. 225-209 of the French Commercial Code, including the average purchase and sales prices, the value of transaction costs, the number of treasury shares held at the balance sheet date, their value at purchase price, their par value for each of the objectives, the number of shares used, any reissues of treasury shares and the proportion of capital they represent

6.2

Any injunctions or financial penalties imposed by the French Competition Council for anti-competitive practices

n/a

Details of calculation and results of changing the bases for exercise of stock options and warrants in the case of rights issues, bonus share issues, distribution of reserves or additional paid-in capital, change in the distribution of earnings or reduction in capital

n/a

Information on late supplier payments

4.9.1

Description of principal risks and contingencies

2

Indications on the Company’s use of financial instruments

n/a

Information on the manner in which the Company takes into account the social and environmental consequences of its operations

1.7, 5

Social commitments promoting non-discrimination, diversity and sustainable development

5

Information on financial risks relating to the impacts of climate change and the presentation of measures taken by the Company to reduce said risks, by implementing a low-carbon strategy in all areas of its business

5

Main features of internal control and risk management procedures implemented by the Company relating to the preparation and processing of accounting and financial information

3.2

Safeguard measures for identifying risks and preventing serious breaches of human rights and fundamental liberties as well as serious damage to personal health and safety and the environment

3.3

Details of calculation and results of adjustments to the bases for the exercise of stock options in the case of a Company buyback of its own shares at a price higher than the listed price

n/a

Details of calculation and results of adjustments to the bases of securities giving access to the capital in the case of a Company buyback of its own shares at a price higher than the listed price

n/a

Information on risks incurred in case of changes to interest rates, exchange rates or stock prices

2.3

Reference to Dutreil law lock-in agreements

3.1.1

Quantified information on the impact of the transition to IFRS

n/a

Summary of directors’ securities transactions

3.1.1

Identity of persons directly or indirectly holding more than 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.66%, 90% or 95% of the capital or voting rights

3.1.1

Documents attached to the management report

Table of earnings for the last five fiscal years

4.9.4

Board of Directors’ corporate governance report

3.1

Summary of current powers in respect of capital increases; exercise of such authority during the year

3.1.1

Composition and conditions for preparing and organizing the work of the Board of Directors

3.1.3

Application of the gender balance principle on the Board

3.1.3

Description of the diversity policy for Board members addressing such areas as age, gender, qualifications and professional experience and a description of the policy’s aims, implementation processes and results achieved during the year ended

n/a

Restrictions imposed by the Board of Directors on the powers of the Chief Executive Officer

3.1.3

Declaration regarding the corporate governance code adopted by the Company and reasons for which any provisions may have been disregarded

3.1.2

List of offices and functions exercised in all companies by each corporate officer during the fiscal year

3.1.3

Choice made of one of the two general management methods, if changed

n/a

Information on the remuneration awarded to each corporate officer, including those whose term of office expired and those newly appointed during the year ended

3.1.5

Description of the corporate officer remuneration policy

3.1.5

Board’s choice regarding lock-in provisions applicable to corporate officers holding bonus shares and/or shares resulting from the exercise of stock options

3.1.5

Agreements entered into, directly or via an intermediary, between i) a corporate officer or shareholder holding more than 10% of the voting rights in the Company and ii) a company controlled by the Company as defined under Article L. 233-3 of the French Commercial Code, with the exception of agreements covering ordinary transactions entered into on arm’s length terms

3.1.6

Description of the procedure for assessing ordinary agreements entered into on arm’s length terms

3.1.7

Bylaw provisions governing shareholder participation in general meetings

3.1.8

Items liable to have an impact in the event of a public takeover bid

3.1.9

Sustainability Report

5

Taxonomy data

5

Vigilance plan and report

3.3

Schedule

Glossary

IA

Industrial accident

Collaborative Consolidation Centers (CCC)

Supplier consolidation center

Operating Specifications

Describe the entire service and assets to be provided by the Group

Quality Specifications

Describe the quality commitments undertaken and how they are to be measured

Shipper

The order issuer of the logistics operator

CID

A scheme for the certification of best practices which has been gradually rolled out to all Group entities and which enables the Group to guarantee a consistent and high-level operating quality all over the world

Multi-supplier consolidation

The sharing of a warehouse by several suppliers of the same customer. The goods remain the property of the suppliers, which are often too small to be able to deliver regularly to retailers at a competitive price. This type of storage guarantees the availability of products to the customer.

Co-packing

Packaging operation involving the grouping of parts into a batch (special offers, for example) or for shop displays

Cross docking

Organization of transport ensuring that the goods are received from the suppliers and customer orders prepared and shipped on the same day, with zero storage time

Datacenters

Servers for storage and backup of all data (transport flows, inventories, etc.) managed by ID Logistics

HBA

Health, Beauty & Accessories

Class A, B or C warehouses

Class A warehouses: multi-function warehouses. Criteria include: height over 9.3m, maneuvering area over 35m deep, 1,000 sqm of wharfing, load-bearing capacity 5 tons per sqm, heating, sprinkler system;

Class B warehouses: warehouses that meet modern standards. Criteria include: height over 7.5m, maneuvering area over 32m deep, 1,500 sqm of wharfing, load-bearing capacity at least 3 tons per sqm, sprinkler system;

Class C warehouses: this category includes all warehouses which do not fall within classes A or B.

Shared distribution centers (EMCA)

The principle of these warehouses involves setting up a regional manufacturer’s inventory hosted at a retailer’s logistics warehouse with rail access, from which products will be shipped both to the host retailer’s stores and to other retailers’ warehouses.

EDI/WEB EDI

Electronic Data Interchange: the transfer of information in electronic form either by direct connection or via the internet (WEB EDI)

Engineering

The specific activity of defining, designing and analyzing projects for works, operations, coordination, support or control with a view to the execution and management of such projects

Shipment “per pallet”

A form of shipment and pricing per pallet unit (as opposed to full load)

Fast Moving Consumer Goods (FMCG)

Goods that are sold quickly and generally have a low price

Freight forwarding

The organization and management of international transport. The freight forwarder acts as an intermediary between its customer and the international transportation operators and organizes the transit arrangements for the transported goods (insurance, customs and administrative formalities, transport solutions, etc.)

GHG

Greenhouse gas

ICPE

“Installation Classée pour la Protection de l’Environnement” – classified facility for the protection of the environment

“Class A” logistics building

Warehouses with a height of over 9.3m and a maneuvering area over 35m deep. The buildings must also be insulated, heated and equipped with sprinkler systems, with a load-bearing capacity of at least 5 tons per sqm.

Kanban

A method of production management of Japanese origin designed to ensure just-in-time procurement by means of a card system. The aim of this method is to adapt the inventory level in accordance with actual and forecast consumption

Kitting

Putting several items together to form a kit or pack

Key Performance Indicator (KPI)

A set of performance indicators designed to measure the operating quality achieved in relation to a customer contract

Full load

A load that fills the whole vehicle (truck, freight wagon, barge, etc.), by occupying the entire floor space or by its volume or weight, leaving from a single point and delivered to a single customer

Flexible logistics 

Traditional logistics (rack, shelving and standard picking truck) combined with digital technologies (ibeacon, video tracking, KPI display)

Connected logistics 

Traditional logistics combined with ergonomic and smart handling equipment (“quick pick” remote picking truck, multi-code Put-to-Light systems, automatic packaging, etc.).

Mechanized logistics

Warehouse with a “pick & pack” order picking chain and teams working in shifts.

Automated logistics

Products are carried to operators by self-driving shuttles. Work is carried out in shifts. Stock movements are automated.

Complex system logistics

All operations are automated. Goods are received in shifts, before being transferred to the automated warehouse via self-driving shuttles. Several tools are used for picking operations (Goods to Man, high-speed sorters, picking stations). Shipment is mechanized or automated.

Traditional pallet distribution

Transportation, mainly by road, typified by the weight of packages (less than 500 kg) and speed of delivery

Pick-n-Go/Pick and Go

A system combining the classic picking truck, a voice-operated/radio frequency system, a WMS and a laser guiding system operated by means of terminals situated in the warehouse. The system facilitates the handling of goods and the movements of operators.

Radio Frequency Identification (RFID)

Technology enabling the remote collection and storage of data

RIA

Robinet Incendie Armé

Psychosocial risks

Principally stress at work

Supply chain

A term meaning the various suppliers and stages involved in purchasing. The flow of goods and information through logistics processes from the purchase of raw materials to delivery of the finished products to the customer. The supply chain includes all service providers and customers.

Mini-load system

An automated compact storage system

Transport Management System (TMS)

A system of transport management enabling providers to manage and plan the customer’s transport requirements and to offer optimized integration of the transport organization within its supply chain.

Voice-Picking

Order-picking system controlled by voice recognition. The order picker wears a single ear headset.

Warehouse Management System (WMS)

Warehouse management software

Photo credits: ID Logistics photo library, D.R., X

ID Logistics Group

A French corporation (société anonyme) with capital stock of €3,274,164.00

439 418 922 RCS Tarascon

www.id-logistics.com

Head office: 55 chemin des Engranauds, 13660 Orgon, France

Tel.: +33 (0)4 42 11 06 00