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:

Contents of this document

Definitions

In this Universal Registration Document, except where indicated otherwise:

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”.

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.

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

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.

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.

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.

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):

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

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 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):

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

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):

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.

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.

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:

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.

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.

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”).

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.

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:

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. 

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.

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.

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. 

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. 

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:

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

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.

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.

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.

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.

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

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

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

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.

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.

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.

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.

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:

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.

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.

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

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.

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.

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.

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

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.).

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.

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.

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:

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

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.

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

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:

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.

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.

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 main Group companies are:

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 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 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 (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 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 (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 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 (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 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 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 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 (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 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 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 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 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 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 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 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 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. 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 (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 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 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 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.

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.

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.

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:

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.

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

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:

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.

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.

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.

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.

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.

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.

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.

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.).

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

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.

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.

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).

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.

As of December 31, 2024, Eric Hémar held:

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).

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

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.

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

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.

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:

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.

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.

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:

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

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”.