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 site referenced by hyperlinks (www.id-logistics.com) in this Universal Registration Document, with the exception of that incorporated by reference as specified below, does not form part of this Universal Registration Document. As such, this information has not been reviewed or approved by the AMF.

Pursuant to Clause 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 into this Universal Registration Document:

Contents of this document

Definitions

In this Universal Registration Document, unless otherwise specified:

Market information

The Universal Registration Document contains information regarding the markets and market shares of the Company and its competitors, as well as its competitive positioning, particularly in sections 1.4 “The Contract Logistics Market” and 1.5 “ID Logistics’ Positioning.” This information is derived primarily from studies conducted by external sources. However, publicly available information, which the Company considers reliable, has not been verified by an independent expert, and the Company cannot guarantee that a third party using different methods to collect, analyze, or calculate market data would obtain the same results.

Risk factors

Investors are advised to carefully consider the risk factors set out in Chapter 2 “Risk Factors” of the Universal Registration Document before making their investment decision. The materialization of all or part of these risks is likely to have a negative effect on the Company’s business activities, financial position, earnings, or objectives. Furthermore, other risks, not yet identified or considered immaterial by the Company as of the Universal Registration Document Date, could have the same adverse effect, and investors could lose all or part of their investment.

Forward-looking information

The Universal Registration Document contains forward-looking statements and information regarding the Group’s objectives, particularly in sections 1.5 “ID LOGISTICS’ Positioning,” 1.6 “ID LOGISTICS’ Development Strategy,” and 4.14 “Trends,” which are sometimes identified by the use of the future tense, the conditional tense, and forward-looking terms such as “estimate,” “consider,” “aim to,” “anticipate,” “intend,” “should,” “wish,” “could,” in their affirmative or negative forms, or any other similar terminology. This information is based on data, assumptions, and estimates that the Company considers reasonable. The forward-looking statements and objectives contained in the Universal Registration Document may be affected by known and unknown risks, uncertainties related in particular to the regulatory, economic, financial, and competitive environment, and other factors that could cause the Company’s future earnings, performance, and achievements to differ materially from the stated or implied objectives. These factors may include, in particular, those set forth in Chapter 2, “Risk Factors,” of the Universal Registration Document.

ID Logistics is an international contract logistics group. Since its founding in 2001, the Group has experienced sustained and uninterrupted growth, reaching revenues of €3.7 billion in 2025.

ID Logistics has developed an asset-light model, primarily consisting of dedicated warehouse logistics per customer and involving a high level of technology. The Group currently manages over 450 sites located in 19 countries, representing 10 million square meters of operational space across Europe, the Americas, Asia, and Africa, with over 50,000 employees.

ID Logistics has a well-balanced portfolio across the retail, e-commerce, and fast-moving consumer goods sectors, serving leading international customers in their respective fields

Key dates in the Group’s history are:

The financial information presented below is derived from the consolidated financial statements for the years ended December 31, 2025, 2024, and 2023, prepared in accordance with applicable IFRS. The financial statements as of December 31, 2025, are included in Section 4.8 “Annual historic financial information” of the Universal Registration Document.

These key financial and operational data should be read in conjunction with the information contained in sections 4.2 “Comparison of the years ended December 31, 2025, and December 31, 2024,” 4.3 “Cash and Capital,” and 4.4 “Cash Flows.”

The figures shown in €m in the tables in this chapter have been rounded compared to those presented in Chapter 4 “Financial Statements.”

In 2025, the Group generated revenues of €3,737 million, underlying operating income (EBIT) of €165 million, and consolidated net income of €64 million.

With more than 50,000 employees worldwide, the Group had 450 sites representing 10 million sqm of warehouse space as of December 31, 2025.

Logistics encompasses all operations that enable the right product to be made available at the right time, in the right place, and at the lowest cost. It refers to the management and optimization of the flow of goods and information between a company, its suppliers, and its customers.

Logistics operations are at the heart of the supply chain, with upstream business activities such as freight forwarding (maritime or air) and land transport (road or rail), and downstream delivery operations, including the last mile.

Contract logistics, strictly speaking, covers the part of logistics that is outsourced by customers to partners and formalized between the customer and its Service Provider in an agreement that specifies, in particular, the resources to be deployed and the objectives to be achieved.

The contract logistics market encompasses a wide range of services, from warehouse inventory management and inventory-related flows to value-added services (packaging, packing, post-production operations, etc.). Given the varying degrees of integration between transportation and contract logistics business activities across countries, and the limited number of specific studies on the global contract logistics market, it is difficult to gauge the market’s size.

Based on its international presence, its experience, and competitors’ publications, ID Logistics estimates the global market at approximately €305 billion in 2025, up 3.4% from 2024 (sources: Transport Intelligence, estimate from the Company). Beyond the exceptional fluctuations caused by the health crisis of 2020 and 2021, this is a market that is generally growing at the rate of inflation and GDP growth in various local markets, with additional growth driven by the rise in e-commerce activity and the trend toward increasing outsourcing by customers.

The geographic breakdown of the global contract logistics market is estimated as follows for 2024 (source: Transport Intelligence, Company estimate):

The market share of the top 10 global players in 2024 is estimated as follows (source: Transport Intelligence, Company estimate):

The market is highly fragmented, and the top five global players account for only 15.9% of the market share. DHL’s Supply Chain division has a global presence, holding a leading position in Europe and North America and ranking thirdin the Asia-Pacific region. GXO operates primarily in North America (5th) and Europe (2nd). Ryder operates primarily on the North American continent. Maersk and CEVA Logistics have successfully expanded beyond Europe, their home continent, while Logisteed (formerly Hitachi) generates nearly all of its revenues in the Asia-Pacific region, 80% of which comes from Japan.

ID Logistics, ranked6thin Europe and experiencing strong growth in North America, is closing in on the global Top 10 with an estimated market share of 1.2% in 2025.

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

The geographical breakdown of the European contract logistics market in 2024 is estimated as follows (source: Transport Intelligence, Company estimate):

The market share of the top 5 players at the European level, including the United Kingdom, in 2024 is estimated as follows (source: Transport Intelligence, Company estimate):

The North American market is the third-largest contract logistics market in the world. ID Logistics entered this market in late 2019 and has grown by more than 30% annually since then.

The market share of the top 5 players in North America in 2024 is estimated as follows (source: Transport Intelligence, Company estimate):

Although sensitive to economic conditions, household consumption—particularly of fast-moving consumer products—remains relatively stable in volume, assuming constant demographic trends. Indeed, during an economic downturn, the end consumer is primarily price-sensitive: they may reduce spending in terms of value, but not necessarily in volume. Thus, contract logistics providers, whose remuneration is based primarily on the volumes handled (pallets, order picking, etc.), are relatively less affected by economic slowdowns. Nevertheless, the main challenge for contract logistics providers during an economic crisis lies in the erratic fluctuations and uncertainty of the volumes handled. Household consumption is also dependent on changes in purchasing power and demographics.

Changes in consumption patterns (particularly the growth of hard discount stores, specialty retailers, e-commerce, etc.) can lead to the emergence of new players and changes in the logistics models of major clients. Adapting to consumer behavior is a major challenge for large retailers and, consequently, for their Service Providers.

To meet the new expectations of clients, logistics groups are positioning themselves as global Service Providers, capable of managing all types of goods flows across an increasingly vast geographic area. Effective management of the supply chain for players in the consumer goods sector has become a key differentiator and a driver of value creation (product availability, minimizing stockouts, inventory and financial optimization, etc.).

Furthermore, major clients tend to favor a limited number of Service Providers capable of handling transformative projects that require genuine expertise and investment capacity to implement and manage increasingly complex projects with high levels of innovation and technology. This rise in influence of the sector’s major players is occurring at the expense of a purchasing policy that relies on a large number of transportation or warehousing service providers.

Beyond cyclical factors, the environment for logistics service providers remains marked by a structural trend among shippers toward outsourcing logistics functions. This reliance on subcontracting is driven by the following needs:

The outsourcing rate for logistics functions is estimated at between 38% and 42%, depending on the source. It varies significantly by geographic region, ranging from approximately 25% in the United States to nearly 60% in the United Kingdom, for example. There is still significant room for growth, particularly in the current climate where uncertainty and a lack of confidence weighing on the global economy are reinforcing economic actors’ decision to focus on their core business and outsource ancillary operations to gain flexibility and reduce costs.

The share of e-commerce in total retail sales has continued to rise in recent years, reaching nearly 25%. E-commerce has now established itself as a distinct mode of consumption.

Because e-commerce directly involves the end customer, it demands higher standards of reliability and faster order picking timeframes than those required in traditional brick-and-mortar retail. Order picking is also more detailed, as it typically involves only a few units of a few SKUs per parcel. The solutions to be implemented and managed are therefore much more complex and sophisticated, with greater reliance on mechanization and automation. Finally, e-commerce is characterized by high return rates (approximately 30% of shipped goods), which generates additional logistics operations.

For all these reasons, e-commerce has been and will continue to be a growth driver for the contract logistics market and a catalyst for revenues for logistics providers that are well-positioned and recognized in this segment, such as ID Logistics.

The emergence of sustainability issues has only accelerated this trend. Indeed, reducing the carbon footprint requires greater consolidation of transport.

It also reinforces the need for global Service Providers capable of measuring CO₂ consumption across the entire supply chain, proposing sufficiently comprehensive action plans to reduce these impacts, and offering global solutions to optimize this chain (see section 5 “Sustainability Report” of the Universal Registration Document).

Recent crises linked to the COVID-19 pandemic or issues related to procurement, energy costs, or customs duties have highlighted the need to make supply chains even more resilient. In this context, clients are being led to rethink their logistics organization and consider building safety stock or relocating part of their inventory closer to consumption areas such as Europe or North America. These reorganizations would represent new growth opportunities for the contract logistics market.

Over the past 10 years, the logistics market has undergone a consolidation trend driven by the professionalization of players and the pursuit of critical mass to offer a broad range of services and support their customers’ international expansion.

The table below lists the major mergers and acquisitions over the past 10 years:

The Group’s strategic choice is to continue developing its expertise in assembling technical solutions tailored to each customer. Thus, the Group does not intend to expand into sectors where growth is driven by control of networks (land transport, air and sea freight forwarding, etc.).

Thanks to its positioning as a pure player since its inception and over 20 years of experience, ID Logistics does not merely provide basic logistics services but offers comprehensive logistics solutions ranging from the performance|fulfillment of standard logistics tasks to the design of solutions integrated into the customer’s strategy.

This approach is particularly illustrated by the Group’s constant focus on innovation, the pursuit of financial and environmental optimization solutions, and ongoing efforts to optimize supply chain flows on behalf of its customers, etc.

ID Logistics places itself at the heart of its customers’ logistics strategy. It has established a dedicated organization focused on client relationships to best meet their expectations and proactively anticipate their future needs.

Specializing in key customers and high-volume operations, ID Logistics primarily operates warehouses dedicated to a single customer. Each warehouse is thus organized and managed specifically for that customer, with resources directly dedicated to them.

To offer optimal and consistent service quality across all its subsidiaries (in France and Internationally), the Group has established a set of “best practices.” These aim to ensure top-tier service quality during the operational launch of new facilities (in France and internationally) and to ensure the transfer of expertise and values within the Group.

Beyond these best practices, ID Logistics also implements replicable “core templates” for customers developing multiple logistics operations in one or more countries. This approach, based on a thorough understanding of customer needs and the standardization of organizational structures and resources to meet them, enables, in particular, the accelerated implementation of new operations and the monitoring of business activities.

The Group’s expertise lies in the logistics management of high-volume agreements, seeking optimization solutions across the entire supply chain from the manufacturer to the end customer. The Group’s goal is to continue expanding its customer base within this sector.

Through this approach, the Group has built lasting relationships of trust with its customers, which have resulted in supporting the majority of them internationally (expanding into 18 new countries since its founding in 2001).

The Group is present in most major consumer markets where its retail and consumer goods customers operate. The priority is to increase its market share in these countries, particularly by supporting local customers. In the coming years, expanding into new countries could be considered to support existing customers. The initial step would be to support the Group’s existing customers as they grow in these new countries.

Significant growth potential lies in expanding the offering for the Group’s current customers. Indeed, distribution methods are changing, requiring increasingly critical logistical support.

The growth of online sales, the emergence of “Drive-through” templates, home delivery, and similar trends are driving changes in how retailers organize their logistics and thus present numerous opportunities for the Group.

More generally, shifts in consumer behavior are leading to increasing complexity in logistics operations due to:

The development of logistics services is an appropriate response to these challenges.

Since its inception, the Group has embraced an innovative approach, notably through the creation of an R&D department, to offer its customers high-performance technological tools. This approach enables the Group to introduce improvements aimed at enhancing the operational and financial performance of its sites and providing better working conditions for its employees (reduced accident rates, increased productivity, etc.).

For the past 10 years, ID Logistics has also been offering solutions and innovations in mechanization, automation, and robotics, including high-speed automated sorting systems, robots for load transfer, gripping, and packing to optimize workstation ergonomics and working conditions for our employees, automated goods-to-person solutions (shuttles, miniloads) to improve order-picking ergonomics, increase storage density, and boost production capacity, as well as high-bay stacker cranes for pallet storage. Thanks to its expertise and experience, ID Logistics has the ability to connect, integrate, and manage systems through fully digitized processes and interfaces, and to offer scalable solutions as the business activities of its customers mature.

Finally, following the creation in 2024 of a Group Division dedicated to digital and technology, ID Logistics launched its AI4ID program in 2025, focused on artificial intelligence applied to the field of contract logistics. As with robotization and mechanization, the goal is to develop in-house expertise through a dedicated team in existing and future- s to improve productivity across the various stages of warehouse operations or customers’ transportation organization. These practical applications must benefit customers while making ID Logistics even more attractive.

The Group has developed extensive expertise in the management and implementation of information systems, enabling it to deploy customized solutions tailored to each Site’s specific needs and to provide real-time access to structured data. The seamless flow and reliability of this data make it possible to analyze and, consequently, continuously improve a Site’s performance.

The Group places particular importance on sharing its values with its employees: entrepreneurship, operational excellence, high standards, and solidarity. Furthermore, ID Logistics has successfully attracted and retained talent, leading to stability within the management team.

Finally, beyond its competitive strengths, ID Logistics is committed to a strategy of sustainable development and growth in service of its customers. Indeed, the Group has launched numerous projects aimed at reducing its environmental impact and has developed specific expertise in environmental and financial analysis and optimization on behalf of its customers.

The services offered by ID Logistics take into account its customers’ sustainable development challenges. They are strongly focused on occupational health and safety, relying on training, innovation, and the empowerment of all company stakeholders. They are also designed to support customers in their strategy to reduce their environmental footprint.

ID Logistics offers a wide range of logistics services to its customers.

ID Logistics’ offerings address the specific needs of ambient-temperature logistics, fresh-food logistics, and e-commerce logistics.

ID Logistics operates across a wide range of market types:

Historically, the Group has built its business around major international groups of French origin and has demonstrated its ability to support them over the long term and in their advanced international markets. ID LOGISTICS has successfully strengthened its long-standing relationships with its key customers and adapted to their evolving needs, particularly through continuous improvement plans and the development of innovative solutions.

Building on its operational performance with its long-standing customers, the Group has successfully expanded and diversified its customer portfolio by supporting major French retail groups and large international industrial groups in regions with high growth potential. This strategy enables ID Logistics to operate in a total of 19 countries across Europe (73% of revenues in 2025), North America (19%), and South America, Africa, and Asia (8%).

With few exceptions, all of the Group’s customers are leading players in their respective business activities and operate in Europe and internationally.

The Group aims to support the growth of its customers, both in France and internationally, and to adapt to changes in their strategies.

From the outset, the Group has chosen to support its customers internationally. Today, the Group serves more than half of its customers in at least two countries.

Supporting customers internationally generally involves an initial phase of upgrading operational processes before conducting the existing technology roll-out at the customers’ sites in France. During this upgrade phase, revenues converted to euros per employee (permanent and temporary) are generally lower than those observed at sites operated in France.

Contract logistics relies on the systematic formalization of contracts, to which appropriate resources are allocated.

This contractualization occurs following a bidding process during which the service providers invited to compete determine the best logistics solution, transparently and in collaboration with the customer, based on the information provided by the customer (upstream sourcing area, downstream distribution area, volume, product mix, seasonality, etc.). This information is used, in particular, to determine the optimal geographic location of the warehouse (center of gravity), its operational characteristics, the associated IT processes, the permanent and temporary workforce, etc.

Following a tender process conducted almost systematically by shippers, the project awarded to ID Logistics is formalized through a contract with each customer that details:

ID Logistics has a policy of not taking on a new project without first clearly defining all of these elements with its customer.

Each agreement features different pricing terms (indexation, volumes) resulting from commercial negotiations based on the operational conditions provided by the customer (volume, seasonality, order mix, etc.). Revenues are generally calculated as follows: billing based on the type of service (full pallet, specific parcel preparation, etc.) and the number of parcels prepared.

 The Group’s revenues are primarily based on the volumes processed, which are contractually defined based on the data provided by the customers during the bidding process. In the event of a significant upward or downward deviation from these volumes, prices are renegotiated accordingly.

Most agreements contain clauses for annual price indexation, applicable on the agreement anniversary date and based on official local inflation indices.

The Group’s revenues do not exhibit strong seasonality, although, given the nature of its customer portfolio and its growth profile, revenues in the second half of the year are generally slightly higher than in the first half.

In contrast, activity in the first semester is subject to greater volatility in volumes processed, with wider swings between peaks and troughs than in the second semester. This volatility results, excluding the impact of any start-up costs for new sites, in lower operational productivity and an operating profit for the H1 that is generally lower than that of the second half.

This characteristic of ID Logistics’ activity, which is also found among some of its competitors, is fully integrated into its operating procedures and financial management and does not represent a risk in and of itself.

For each project, ID Logistics implements a tailored solution specific to each customer’s needs, which includes the following services:

ID Logistics has historically built its growth on a model centered on flexibility and adaptability. This approach enables the Group to offer customized solutions to its customers, independent of ID Logistics’ own assets, while protecting itself from risks associated with holding significant tangible assets. This approach is particularly well-suited to the current economic climate, as it enables the Group to adapt in the medium to long term to changing consumption patterns and the global economic environment.

The Group has therefore chosen to prioritize the leasing of its warehouses (all spaces in operation as of December 31, 2025). When taking on a project, the Group is able to offer real estate solutions tailored to each customer’s needs: leasing (taking over the same warehouse or finding a new location), provision by the customer, construction, etc. In the case of leasing, the Group aligns the lease term with that of the customer’s contractual commitment.

Furthermore, with the notable exception of racking, fire protection equipment, and mechanization or robotization solutions which generally must be purchased, the equipment necessary for warehouse operations (forklifts, machinery, etc.) is typically leased for the same duration as the agreements.

Regarding human resources, the Group assigns a supervisory and management team to each agreement and tailors staffing needs to the specific characteristics of each site. The use of temporary staff helps absorb the effects of seasonality and activity peaks without impacting the permanent cost structure. The Group thus collaborates with the leading temporary staffing agencies.

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

This transparency is reflected in the communication to the customer of all the resources and costs incurred to ensure the smooth execution of an agreement. The operating margin generated by ID Logistics is thus calculated on a clear and shared basis.

However, this commitment to transparency does not necessarily lead to a “cost plus margin” billing model, which remains a minority practice in the countries where ID Logistics operates, whereas it is a common billing method in Anglo-Saxon countries.

Changes in costs and the improvement initiatives undertaken by ID Logistics are discussed annually with the customer. Reflecting its commitment to supporting its customers over the long term, ID Logistics is dedicated to a framework of improvement plans aimed at continuously enhancing the performance of its logistics services (reducing the overall cost for the customer while optimizing service levels). The benefits of these improvement plans are shared transparently between ID Logistics and its customers.

The legal term of an agreement depends largely on the scale of the investments required or on more specific factors such as the staff write-back in the context of outsourcing. This term ranges from 3 to 10 years. Once this initial commitment period has ended, the agreement is subject to regular renewal.

If the logistics service provider succeeds in establishing a strong relationship based on transparency and genuine dialogue with its customer, agreement renewal is common, as the costs and risks of switching service providers are considered significant.

In response to these various developments, ID Logistics is rolling out a strategy built around four pillars:

The Group’s strategic choice is to continue developing its expertise in assembling technical solutions tailored to each customer. Thus, the Group does not intend to expand into sectors where growth is driven by control of networks (land transport, air and sea freight forwarding, etc.).

The Group operates in most major consumer markets where its customers in the retail sector or the FMCG industry have established a presence. The priority is to increase its market share in these countries, particularly by supporting local customers. In the coming years, expanding into new countries could be considered to support existing customers. The initial step would be to support the Group’s existing customers as they grow in these new countries.

The Group’s expertise lies in the logistics management of high-volume agreements, seeking optimization solutions across the entire supply chain from the manufacturer to the end customer. The Group’s goal is to continue expanding its customer base within this sector.s.

Significant growth potential lies in expanding the offering for the Group’s current customers. Indeed, distribution methods are changing, requiring increasingly critical logistical support.

The growth of online sales, the emergence of “Drive-through” templates, home delivery, and other trends are driving changes in how retailers organize their logistics, thereby presenting numerous opportunities for the Group.

More generally, shifts in consumer behavior are leading to increasing complexity in logistics operations due to:

The development of logistics services is an appropriate response to these challenges.

ID Logistics is now present in most countries where the consumer goods sector is a major focus for large manufacturers and distributors. The Group intends to focus primarily on the sectors in which it operates, both in France and internationally.

In France, the Group has numerous avenues for growth through securing new agreements (either through a change in Service Provider or as part of the outsourcing of this function by manufacturers or retailers) or the development of a multichannel logistics offering (“traditional” logistics vs. “e-commerce”), always as part of its support for existing customers. The Group has, in fact, made significant inroads into this new business segment, which now accounts for 28% of its revenues over the past 10 years.

Internationally, the Group still has significant growth potential. Initially, ID Logistics focused on supporting its France-based customers in their international operations. In a second phase, the Group aims to strengthen its competitive position by supporting local customers, either in their home countries or through the Group’s operations in other countries. To this end, ID Logistics plans to focus on certain sectors with significant growth potential, such as textiles, fresh produce, healthcare, and fragrances.

From a geographic perspective, the Group does not rule out establishing a presence in new high-potential countries, while maintaining a strategy of supporting long-standing customers and then consolidating its local positioning.

The Group is also accelerating its development through external growth initiatives with the aim of:

It was this strategy that led to the acquisition of the CEPL Group in July 2013, validating the strategic value of accelerating growth through acquisitions and the Group’s ability to execute and integrate value-creating external growth transactions.

Thanks to this acquisition, the ID Logistics Group has strengthened its offering in the unit-picking segment and has become the French leader in automated retail order picking. The Group then expanded its client portfolio to new market segments such as electronics and cultural goods, fragrances, and textiles, gaining access to prestigious, high-potential accounts such as Sony, Bouygues Telecom, Givenchy, Guerlain, Yves Rocher, and Elizabeth Arden. This transaction also enabled ID Logistics to strengthen its e-commerce offering, with customers such as vente-privee.com.

Furthermore, CEPL’s strong expertise in mechanization and retail order fulfillment enabled the ID Logistics Group to offer innovative solutions to all its customers and to provide e-commerce players with flexible and tailored logistics services. Through this transaction, ID Logistics strengthened its European network by establishing a presence in Germany and the Netherlands and consolidated its long-standing presence in Spain. Finally, CEPL’s existing customers offered potential for international business development.

Similarly, in 2016, with the acquisition of Logiters, ID Logistics continued its international growth strategy, consolidated its leadership positions in Europe, and reinforced its “pure player” logistics model. Logiters managed more than 50 sites representing nearly 750,000 sqm and, with 3,300 employees, generated revenues of €250 million in 2015. Thanks to this significant acquisition, ID Logistics is expanding into high-potential business segments such as healthcare/pharmaceuticals and automotive, strengthening its presence in its traditional sectors of fast-moving consumer goods and retail, and broadening its portfolio to include top-tier customers. With Logiters, ID Logistics is also integrating new know-how and expertise, particularly in IT, engineering, and supply chain management, and is acquiring new value-added solutions, such as industrial pooling.

In late 2019, ID Logistics acquired certain business activities of Jagged Peak in the United States, a logistics services company specializing in e-commerce, which generated $80 million in revenues in 2018 and employs nearly 200 people. Jagged Peak stands out in particular for its ability to carry out the roll-out|deployment of order picking and distribution services across the entire United States, either directly or through a network of partners, thanks to an efficient organization and a unified Information System. This integrated management tool, which includes OMS (order management system), WMS (warehouse management system), and TMS (transport management system) modules, enables major e-commerce clients to distribute their products across North America in record time. With Jagged Peak, ID Logistics established a foothold in the United States and opened up new growth opportunities through both organic growth and acquisitions.

In line with this acquisition-driven growth strategy, ID Logistics completed the following transactions in late 2021 and early 2022:

The Group’s business activities do not pose a significant risk to the environment: on the Universal Registration Document Date, the Group engages in some storage or handling of products considered to be toxic materials under the Seveso regulations or equivalent (such as aerosols, automotive batteries, paints, etc.) and offers related road transport services. These business activities or services remain limited compared to the Group’s other business activities; the Group therefore considers itself not to be significantly exposed to environmental risks. The Group also pursues an active policy on sustainable development, as detailed in Chapter 5, “Sustainability Report,” of the Universal Registration Document.

Less than 10% of the sites operated by the Group worldwide are located in areas potentially exposed to natural hazards such as earthquakes (in Taiwan or on the U.S. West Coast, for example) or cyclones (on the island of Réunion or in the southeastern United States, for example). These sites comply with standards and regulations designed to limit the potential impacts of such phenomena on its activity. In the affected regions, the Group is organized in such a way as to be able to reallocate its logistics flows among the various warehouses it manages. Finally, the Group has an asset-light approach and does not own the real estate assets it operates.

In this context, beyond standard regulations regarding compliance with environmental and safety standards, there are no environmental issues that could significantly influence the use of the Group’s tangible fixed assets.

The Company is a holding company with no operating activities. It brings together certain central services of the Group. Operating activities are carried out by the subsidiaries (see subsection 1.8.2 “Presentation of the Group’s main companies”).

As of December 31, 2025, the Company holds direct and indirect equity investments in 143 companies, including 72 in mainland France. Only the Group’s main subsidiaries are presented in this chapter|section.

The business activities of the Group’s companies are set out in Chapter 1 “Presentation of the Group.”

The roles performed by the Company’s executives in the subsidiaries are set out in Section 3.1 “Report of the Board of Directors on Corporate Governance.”The Group’s operational organization and key cross-functional roles are presented in subsection 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 scope of consolidation as of December 31, 2025, are listed in Note 30 of Schedule 4.8, “Annual historic financial information.”

As of December 31, 2025, the Group’s main Companies are as follows:

CEPL Barcelona is a company incorporated under Spanish law that operates a site for a customer in the cosmetics industry. It employed 164 people as of December 31, 2025.

Colisweb is a company incorporated under French law, founded in 2013 and acquired by the Group in January 2022. Colisweb offers software solutions to organize and optimize last-mile delivery. It does not operate any Sites as such and employed 63 people as of December 31, 2025.

Logistics IDL España Group is a company incorporated under Spanish law with its headquarters in Madrid. Founded in 2006, it operates eight sites serving the retail and textile industries. The majority of its sites are managed using automated solutions. Logistics IDL España Group had N direct employees as of December 31, 2025.

ID Freight Netherlands (formerly GVT Transport & Logistics) is a company incorporated under Dutch law with its headquarters in Tilburg. Acquired by the ID Logistics Group in December 2021, it operates 13 sites and employs 685 people as of December 31, 2025.

ID Freight Management is a company incorporated under Dutch law that manages 3 transport sites in the Netherlands and Belgium and does not have any direct employees.

ID Logistics Benelux (formerly CEPL Tilburg) is a company incorporated under Dutch law with its headquarters in Tilburg. It is an indirect subsidiary of CFL, acquired in 2013. ID Logistics Benelux operates 8 sites and had N direct employees as of December 31, 2025.

ID Logistics Bucharest is a company incorporated under Romanian law, established in 2018. It operates 10 sites and employs 1,265 people as of December 31, 2025.

ID Logistics Distribution (formerly Spedimex) is a company incorporated under Polish law with its headquarters in Strykow. Acquired by the ID Logistics Group in May 2023, it manages transportation operations and employs 293 people as of December 31, 2025.

ID Logistics do Brasil is a company incorporated under Brazilian law with its headquarters in São Paulo. Founded in 2002, it manages 44 sites serving a diverse customer portfolio and range of services for mass retail, e-commerce, consumer goods, fashion, and industrial customers. ID Logistics do Brasil had 5,905 direct employees as of December 31, 2025.

ID Logistics France is a company incorporated under French law established in 2000. It is currently the Group’s main operating subsidiary and had 4,455 direct employees as of December 31, 2025.

ID Logistics France 4 is a company incorporated under French law that provides road and rail transport services in Europe. It is jointly owned with the Danone Group and had N direct employees as of December 31, 2025.

ID Logistics GmbH is a company incorporated under German law with its headquarters in Weilbach. It operates one site and had 332 direct employees as of December 31, 2025.

ID Logistics Iberia (formerly Logiters Logística) is a company incorporated under Spanish law based in Madrid. Acquired by the Group in 2016, it operates approximately 50 sites throughout the country, serving customers in retail, consumer goods, healthcare, and the automotive sector. ID Logistics Iberia employs 2,418 people as of December 31, 2025. Following the acquisition, it houses the headquarters and all administrative operations for Spain.

ID Logistics Kaiserslautern is a company incorporated under German law established in 2020. It operates two e-commerce sites and had 297 direct employees as of December 31, 2025.

ID Logistics Kleinostheim is a company incorporated under German law established in 2020. It operates an e-commerce site and had 177 direct employees as of December 31, 2025.

ID Logistics Ltd is a company incorporated under English law established in 2023. It operates a site for a leading fashion retailer and had 372 direct employees as of December 31, 2025.

ID Logistics Polska is a company incorporated under Polish law with its headquarters in Katowice. Founded in 2008, it manages logistics operations for clients in the retail, e-commerce, consumer goods, and fashion sectors. ID Logistics Polska had 2,627 direct employees as of December 31, 2025.

ID Logistics Selective is a company incorporated under French law established in 2012. It operates an e-commerce site and had 254 direct employees as of December 31, 2025.

ID Logistics Selective 3 is a company incorporated under French law specializing in last-mile delivery services, particularly for e-commerce customers. It employed 435 people as of December 31, 2025.

ID Logistics Selective 19 is a company incorporated under French law and operates an e-commerce site. It employs 284 people as of December 31, 2025.

ID Logistics US, Inc. is a company incorporated under U.S. law based in Tampa. It operates 6 sites across the United States for customers specializing in e-commerce. It employs 248 people as of December 31, 2025.

ID Logistics Warehousing (formerly Kane Warehousing) is a company incorporated under U.S. 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 retail sectors. It employs 4,142 people as of December 31, 2025.

ID Supply Chain is a company incorporated under Argentine law with its headquarters in Buenos Aires. Founded in 2008, it is 40% co-owned by its co-founder and current General Manager. It manages food and non-food warehouses for the retail sector. ID Supply Chain had 931 direct employees as of December 31, 2025

La Flèche is a French simplified joint stock company (société par actions simplifiée) created in 2007 following the Group’s acquisition of ID Projets (formerly La Flèche Cavaillonnaise), whose business assets it operates under a lease-management agreement. It operates 3 sites in France and had 190 direct employees as of December 31, 2025.

As indicated in Section 1.5 “ID Logistics’ Positioning,” since its inception, the Group has emphasized technological innovation to offer its customers solutions that combine service quality and productivity, while ensuring its staff benefits from improved workplace ergonomics.

This culture of innovation is driven by the Group’s R&D department, which comprises some 40 employees worldwide and brings a fresh technological perspective to every commercial proposal or request for re-engineering.

However, the Group does not incur research and development expenses that would qualify for a significant tax credit. These expenses are not capitalized and are expensed as incurred. The annual amount of research and development expenses expensed by the Company is not significant.

Investors are advised to consider all information contained in the Universal Registration Document, including the risk factors set out in this chapter, before deciding to subscribe for or purchase shares of the Company. The Company has conducted a review of risks that could have an adverse impact on the Group, its activity, financial position, earnings, outlook, reputation, or its ability to achieve its objectives. It sets forth below the risks deemed material and specific to the Company as of the Universal Registration Document Date.

Investors are nevertheless advised that the list of risks and uncertainties set out below is not exhaustive. Other risks or uncertainties that are unknown or whose occurrence is not considered, as of the Universal Registration Document Date, to be likely to have an adverse impact on the Group, its business, its financial position, its earnings, its reputation, or its outlook, may exist or become significant factors that could have an adverse impact on the Group, its business, its financial position, its earnings, its development, its reputation, or its outlook.

The risks of the ID Logistics Group are assessed on the basis of “net risk” (i.e., taking into account risk management measures) according to their probability of occurrence and their impact (in financial, reputational, and other terms), classified into four levels:

The risks assessed in this manner are grouped by category and presented within each category without any ranking among them. Within each risk category, the risk factors that the Company considers, as of the Universal Registration Document Date, to be the most significant are listed first. The occurrence of new developments, whether internal to the Group or external, may therefore alter this order of importance in the future.

Since its inception, the Group has experienced rapid growth in its business activities, particularly through organic growth. This growth is based on:

The Group has acquired extensive experience in launching new agreements; however, this type of expansion may entail significant investments related to warehouse organization, particularly in the case of automated or robotic solutions, as well as substantial costs during the launch phases associated with setting up a new site or, for existing sites, the integration of staff, hardware, and information systems. This is generally the case during the first 24 months of operation, the time required to bring sites to maturity in terms of productivity, with an initial period of financial loss during the first 12–18 months of operation.

The Group also expands internationally, most often by supporting its existing customers in their own international expansion. In addition to the investments and startup costs for the first site established in the new country (see above), setting up operations in a country requires the establishment of a local administrative structure and a management team to oversee operations in that new country. Under these conditions, establishing a presence in a new country entails structural costs that may not be covered by operating business.

Similarly, the successive launches of new customers can generate investments and costs that negatively impact the subsidiary’s earnings until a critical mass is reached. Finally, during this ramp-up phase, the Group remains locally dependent on a limited number of agreements. The loss of a significant agreement for the country in question could jeopardize the Group’s presence in that country.

Over the past five years, the number of project launches has evolved as follows:

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

Logistics service contracts are entered into with customers for fixed terms, after which they are subject to renewal through a competitive bidding process. Generally, an initial agreement is entered into for a term of 5–6 years and then renewed for 3-year terms, with a renewal rate exceeding 90%. Given these various cycles, the average remaining term of current customer agreements is approximately 4 years today, and between 20% and 25% of revenues are subject to renewal each year.

Furthermore, customers have the option to terminate agreements early in the event of serious and repeated failures to meet contractual quality metrics.

To limit risks, the Group manages its logistics agreements by prioritizing the leasing of warehouses and material handling or IT equipment as much as possible, with lease terms and contract termination conditions identical to those of customer agreements. In cases where it is not possible to lease certain equipment and the Group must make investments, these costs are incorporated into the service prices billed to the relevant customers over the term of the Agreement.

At the end of an agreement, and particularly in the event of early termination by the customer, the Group may be exposed to the costs of rent and maintenance for spaces that are no longer in use, as well as the cost of laying off operational staff if they are not taken on by the new operator or if the Group cannot reassign them to one of its other business activities.

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

Among the key success factors that enable the Group to win a bid for a logistics service, knowledge of the customer’s industry and the specific characteristics of its products is crucial. Visits to sites currently operated by the ID Logistics group in the same sector as the prospective client can help convince them of the Group’s ability to manage their logistics. Without this knowledge and these concrete references, the chances of winning the bid would be more limited.

As indicated in Section 1.6 of this Universal Registration Document, external growth transactions aimed at acquiring these sector-specific references are therefore necessary to subsequently support organic growth and expansion into new sectors. Thus, approximately 25% of the Group’s revenues in 2025 stems from acquisitions made over the past ten years (Logiters, Jagged Peak, GVT, Colisweb, Kane Logistics, Spedimex).

However, the Group cannot guarantee that it will be able to identify, evaluate, acquire, and integrate the best targets. Furthermore, these transactions inherently involve risks related, in particular, to the valuation of acquired assets and liabilities, the integration of staff, business activities, and technologies (including information systems), and changes in relationships with the relevant customers and partners.

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

Beyond the risk of internal failure of its information systems, the Group is also exposed to the growing risk of cybercrime. The potential impacts of a cyberattack include the theft, loss, or leakage of personal data and confidential or strategic operational data, or the blocking of all or part of the systems via ransomware.

The Group has established monitoring of these cyber threats through a cybersecurity partner and has conducted penetration tests and audits. It uses automated vulnerability analysis tools.

It has also raised awareness among all its employees through tools such as an IT Charter for users and administrators, awareness campaigns, phishing tests, and the formalization and dissemination of an ISSP (Information Systems Security Policy).

Furthermore, the Group has taken out “Cyber” insurance designed to cover the various costs the Group might incur and/or be ordered to pay in the event of a breach of personal data in its possession, a breach of information systems or data belonging to the insured, or a breach of third-party data.

In accordance with the General Data Protection Law (GDPR), the Group has implemented several measures, including the formalization of a data processing register and a personal data policy, as well as impact assessments for certain sensitive files.

Although the Group invests significant sums in protecting its information systems, the inability to carry out daily operations, or the loss or disclosure of sensitive data, could disrupt the normal functioning of the Group’s business activities, adversely affecting its financial position, earnings, outlook, image, and reputation.

The Group may need to engage external Service Providers (temporary staffing agencies, hardware rental companies, IT subcontractors, manufacturers of automated solutions, etc.) in connection with its contract logistics and related services activity.

To meet its needs, the Group regularly assesses the quality of its subcontractors and maintains a broad and diversified pool of subcontractors. As of the Universal Registration Document Date, there is therefore no dependence on any external Service Provider that could pose a risk to the smooth operation of the Group’s business activities.

However, certain technological solutions (such as mechanization and warehouse management software) may be offered by a limited number of specific suppliers. Their inability to deliver all or part of their solution within the required timeframes could result in a project delay or cancellation and have an adverse impact on the Group’s financial position, earnings, growth and outlook.

Furthermore, the Group’s operations rely heavily on temporary staff (41% of the workforce in 2025). These employees are recruited through several leading specialized agencies with which the Group has established Framework Agreements, enabling it to meet its needs at any time to manage peaks in activity.

The Group regularly audits or puts these staffing agencies out to bid. During these audits or bidding processes, the Group pays particular attention to the procedures these agencies have in place regarding training, safety, and compliance with laws (French Labor Code, immigration law, driver’s licenses, clearances, etc.). Temporary staff receive the same training and are subject to the same safety and security rules as ID Logistics staff.

However, the Group cannot rule out a potential failure of the procedures implemented by the temporary staffing agencies it uses and cannot guarantee that temporary staff will perform their duties satisfactorily. The materialization of such risks could have an adverse impact on the Group’s financial position, earnings, growth and outlook.

The management and development of the Group’s business activities require the employment and recruitment of qualified technicians and managers. The success of the Group’s business activities depends in particular on the experience and commitment of its management team and employees. The Group’s ability to retain its employees, attract, integrate, and retain new talent, and train and promote high-potential employees is a significant challenge.

•The Group has implemented an active human resources policy, both on the French and/or international stock exchanges, aimed at attracting, identifying, retaining, and renewing the expertise and skills necessary for its business activities and growth in a highly competitive environment. To this end, the Group has developed partnerships with schools. It has also implemented succession plans for key employees, annual review campaigns, performance reviews for a group of managers, and professional development discussions for site staff, as well as training programs. In the event that the Group were to lose the services of one or more of its executives or key employees, the Group believes that a significant portion of the tasks performed could be assumed by other individuals, if necessary following a period of adjustment and/or training for the vacant positions. However, the departure or prolonged unavailability of one or more of these individuals could have an adverse impact on the Group’s strategy or business, as well as on the implementation of new projects necessary for its development and thus have an adverse impact on its activity, earnings, financial position, growth and outlook.

The emergence of a contagious disease affecting multiple countries, such as COVID-19 or SARS, could severely disrupt the Group’s activity, that of its customers, and that of certain suppliers:

The Group notes that nearly 70% of its activity is tied to consumer goods and food distribution, hygiene, healthcare, and e-commerce, which saw a sharp increase in activity during the COVID-19 crisis and helped offset the reduction or halt of other activities. It also employs, on average, 41% temporary staff and has the ability to transfer staff from one site to another, thereby limiting the effects of sharp declines or increases in volume from one customer to another. Finally, the Group has a diversified geographic presence across France (26% of revenues in 2025), Europe excluding France (47%), North America (19%), and the rest of the world (7%), primarily in South America, which has also enabled it to offset the varying conditions in these different regions (severity, timing, and government responses).

However, the occurrence of a pandemic would have an adverse impact on the Group’s activity, earnings, financial position, growth and outlook. The extent of these impacts would depend on the duration and scope of the pandemic, the Group’s ability to share these impacts with its customers, as well as the governmental measures that would be taken in such a context (travel restrictions, management of excess staff, regulatory relaxations in the event of understaffing, access to liquidity, etc.).

Logistics operations involve material handling that, although significantly supported by automated systems and technological tools, remains largely manual. There is therefore a risk of physical injury to staff. As indicated in Section 5.3.2 of this Universal Registration Document, the Group conducts workplace industrial accident prevention and monitoring programs aimed at reducing their frequency rates and severity rates. It regularly raises awareness among its staff and organizes training on safety as well as proper movements and postures.

Despite the measures in place, a deterioration in safety conditions for the Group’s staff could lead to an increase in insurance premiums or social security charges and could limit the Group’s attractiveness in terms of recruitment. This situation would have an adverse impact on its financial position, earnings, growth and outlook.

As part of its operational activities, the Group uses a number of mechanized and automated systems, as well as IT solutions, particularly for managing and securing the flow of information that circulates daily. These systems and solutions are used to organize logistics operations, bill customers, manage operational staff, perform financial oversight of operations, and provide customers with the information necessary for inventory tracking.

The Group pays particular attention to the preventive maintenance of machinery, the storage of Replacement Parts, and has established service and repair agreements with third parties. Furthermore, it ensures data backup and the rapid restoration of data in the event of an incident. All backup and recovery systems are duplicated and processed in two separate clean rooms outsourced to a leading Service Provider. Furthermore, the Group has formalized business continuity and disaster recovery plans.

To optimize resources and limit risks, the management of information systems for most foreign subsidiaries is centralized and directly managed by teams and resources based in France.

Finally, activity recovery tests are conducted regularly to ensure the proper functioning of the procedures in place.

However, given the volume of information processed by the Group, in the event of a failure of this equipment and these information systems, or if databases were to be destroyed or damaged for any reason, the Group’s activity could be disrupted. Consequently, the Group’s financial position, earnings, and reputation could be adversely affected.

Despite the care the Group takes in managing its labor relations, it cannot rule out the possibility of a deterioration in labor relations or social unrest. Strikes, labor disputes, or other social movements could disrupt the Group’s business.

Business interruptions caused by labor unrest could affect the Group’s activity, financial position, earnings, and reputation.

There is a risk of damage to or loss of goods or hardware, particularly due to fire, severe weather conditions (floods, wind), or natural disasters (earthquakes).

The Group equips its sites with appropriate fire prevention and suppression measures, meeting at a minimum the requirements of applicable regulations. In addition, it secures its sites with security guards and access control. Furthermore, the Group has an organization that is sufficiently responsive to be able to resume operations at a new site within a few days if a site becomes inoperable. Finally, the buildings or equipment leased by ID Logistics and the goods are covered by specific insurance policies (property damage, liability).

Despite the measures in place, the occurrence of these risks inherent to the Group’s activity could lead to a delay or suspension in the fulfillment of certain agreements and an increase in insurance premiums or social security charges, which would have an adverse impact on its financial position, earnings, growth and outlook.

The Group conducts part of its business activities internationally in high-growth countries. These involve risks to which the Group is thus exposed, and in particular: volatility of gross domestic product, relative economic instability (through, for example, significant fluctuations in inflation, interest rates, or exchange rates), rapid or significant changes in local regulations (taxation, exchange controls, foreign investors, etc.), etc. More specifically, regarding risks of exposure to conflict zones or restricted areas, ID Logistics has no activity in Ukraine or Russia, nor in the Persian Gulf countries.

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

ID Logistics specializes in dedicated contract logistics as opposed to multi-client contract logistics: each warehouse is dedicated to a single customer, specifically the organization, processes, equipment, and the entire facility, which are billed to the customer under a specific logistics services agreement for that customer and site.

The Group operates its logistics contracts by prioritizing, to the greatest extent possible, the leasing of warehouses and material-handling or IT equipment, with lease terms and contract termination conditions identical to those of the customer agreements. In cases where it is not possible to lease certain equipment and the Group must make investments, the cost of such investments is incorporated into the prices for services billed to customers.

In the event of financial default by a customer for whom the Group has made commitments, the Group could be exposed to the costs of rent and maintenance for unused space, the extraordinary depreciation of equipment and facilities installed for the customer, and the cost of laying off operational staff.

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

The Group publishes its consolidated financial statements and conducts the majority of its business activities in euros. The Group’s subsidiaries located outside the eurozone conduct the majority of their sales and purchases in local currency, which limits the Group’s exposure to exchange rate fluctuations.

The net amount of assets (excluding goodwill) and liabilities (excluding equity) denominated in currencies other than the euro represented a net asset position of €322.0 million as of December 31, 2025, consisting primarily of net assets of €119.9 million denominated in U.S. dollars, €95.7 million denominated in Polish zloty, €35.8 million denominated in British pounds, and €22.2 million denominated in Brazilian reais (see Note 15 to the consolidated financial statements in Section 4.8 of the Universal Registration Document).

The Group regularly reassesses its exposure to foreign exchange risk, and as of December 31, 2025, these amounts were not subject to any specific hedging.

As of the Universal Registration Document Date, the Group considers its exposure to foreign exchange risk to be limited, but it cannot rule out the possibility that a significant increase in its international activity or significant fluctuations in certain currencies could result in greater exposure to foreign exchange risk.

The Group’s gross financial debt (in the form of bank loans or factoring) amounted to €483.5 million as of December 31, 2025, and is primarily incurred by French legal entities.

As of that date, and before taking into account interest rate hedging agreements, 84% of the Group’s financial debt is denominated in variable rates. To protect against adverse changes in interest rates, the Group has implemented a hedging policy through swap agreements (exchanging variable rates for fixed rates) or cap agreements (capping variable rates). After taking these hedging agreements into account, the portion of the Group’s financial debt denominated in variable rates is reduced to 70% as of December 31, 2025.

As indicated in Note 15 of the schedules to the 2025 consolidated financial statements presented in Chapter 4.8.1 “Group Consolidated Financial Statements for the 2025 year,” an average increase in interest rates of 1% would result in an additional interest expense of €3.3 million in financial income. As of the Universal Registration Document Date, the Group considers its exposure to interest rate risk to be limited, but it cannot rule out the possibility that a significant fluctuation in rates could result in greater exposure to interest rate risk.

In the normal course of its business activities, the Group is exposed to legal risks related to its status as an employer, taxpayer, supplier, and purchaser of goods and services.

The Group may thus be involved in administrative, judicial or arbitration proceedings in which significant amounts may be claimed, or sanctions may be imposed against it.

Furthermore, the provisions recognized, if any, in the Group’s financial statements based on the Group’s estimate of the risk associated with administrative, judicial or arbitration proceedings could prove insufficient in light of final decisions (see Note 12 to the consolidated financial statements in Section 4.8 of the Universal Registration Document). Regardless of the merits of these decisions, this situation could have a material impact on the Group’s activity, financial position, earnings, reputation, or outlook.

ID Logistics is exposed to the risk of fraud originating internally (e.g., collusion among employees, theft or misappropriation of goods, false statements, circumvention of limits) or externally (e.g., identity theft, forgery, misappropriation of bank details).

To mitigate fraud risks, the Group implements internal control procedures (limitations on authority, segregation of duties, second-opinion procedures, supplier vetting procedures, inventory monitoring, security audits, etc.). It regularly raises awareness among its staff through email campaigns and training sessions. However, the Group cannot guarantee that no instances of fraud will occur, which could have a material impact on the Group’s business, financial position, earnings, or outlook.

Conduct by Group employees that is contrary to ethical standards (particularly regarding human rights, health, and safety) or the violation of applicable laws and regulations (regarding corruption, fraud) may expose ID Logistics to criminal and civil penalties and may damage its reputation and shareholder value.

The Group’s Code of Ethics, applicable to all its employees, formalizes ID Logistics’ commitment to integrity and compliance with applicable legal requirements, and is based on a “zero-tolerance” policy in this regard. As indicated in Section 5.2.2 of this Universal Registration Document, to meet regulatory requirements, including those of the Sapin II law, the Group has implemented an anti-corruption and ethics program comprising several measures:

However, the Group cannot guarantee that its employees, suppliers, subcontractors, or other business partners will comply with the requirements of its Code of Conduct, its ethical standards, or applicable regulations and legal requirements.

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 11, 2026 and subsequently submitted to the statutory auditors.

At December 31, 2025, 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).

To the Company’s knowledge, there are no other shareholders holding, directly or indirectly, alone or in concert, more than 5% of the capital stock or voting rights.

As of the Universal Registration Document Date, and to the Company's knowledge, there has been no significant change in the distribution of the Company's capital stock since March 31, 2026.

Since the decision of the General Meeting of June 21, 2010, double voting rights have been granted to shares that have been registered in the name of the same shareholder for at least four consecutive years (Clause 25 of the Company’s bylaws). This principle explains the discrepancy that may exist in the table above between the percentage of ownership and the percentage of voting rights. The difference between the theoretical percentage of voting rights and the actual percentage of voting rights stems from treasury shares.

As of December 31, 2025, Éric Hémar holds:

Éric Hémar therefore holds, directly and indirectly, 50.41% of the capital stock and 64.09% of the exercisable voting rights and, in concert with Christophe Satin and Libertad, 52.63% of the capital stock and 67.07% of the exercisable voting rights.

The Company is controlled as indicated above. The measures taken to ensure that control is not exercised abusively include the presence of four independent directors and an independent advisor on the Board of Directors.

Furthermore, given the ties that have united Messrs. Hémar and Satin since the Company’s inception and their respective roles, Mr. Hémar, Mr. Satin, and Immod have formalized their relationship in a shareholder agreement constituting a concerted action.

The main provisions of said agreement provide for consultation among the parties: the parties undertake to consult prior to any decision requiring the establishment of a common position or likely to significantly affect the number or percentage of voting rights they hold in the Company.

The parties will meet: (i) prior to any ordinary or extraordinary general meeting of the Company, (ii) in the event that a third party acting alone or in concert hereby represents that the 2% threshold in the Company’s capital stock and voting rights has been crossed, (iii) in the event of a public takeover bid filed by a third party for the shares of ID Logistics Group, and (iv) in the event of the issuance of shares or any other securities entitling the holder, immediately or in the future, to a stake in the capital stock of ID Logistics Group.

This shareholder agreement was entered into for an Initial Term of 10 years effective March 7, 2012, and terminates early with respect to: (i) any party that ceases to hold a position within the Company or a company controlled by the Company, (ii) any party that ceases to hold ID Logistics Group shares, (iii) all parties on the date from which the parties cease to hold, jointly or separately, at least 30% of the Company’s capital or voting rights, and (iv) all parties, in the event of early termination by mutual agreement of all parties (AMF Decision 212C0523).

A supplemental agreement was entered into on January 19, 2016, pursuant to which the limited liability company Libertad acceded to the aforementioned agreement (AMF Decision 216C0276).

A second supplemental agreement was entered into on March 4, 2022, between the parties, pursuant to which it was agreed to extend the term of the agreement until March 7, 2032, representing a ten-year extension from the Initial Term of the shareholder agreement. This supplemental agreement does not entail any novation or modification of the agreement other than that relating to its term (AMF Decision 222C0618).

For the last three years, the following crossings of legal thresholds were reported:

No specific provision of the Company’s articles of incorporation, bylaws, charter, or regulations could have the effect of delaying, postponing, or preventing a change in its control.

To the Company’s knowledge, with the exception of the concerted action agreement entered into between Messrs. Hémar and Satin, Libertad, and Immod, there are no other concerted actions or agreements among the Company’s shareholders on the Universal Registration Document Date that could result in a change of control of the Company.

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

To the Company’s knowledge, there is no Dutreil agreement in effect at the Company level. For information purposes, there is a Dutreil agreement between Mr. Éric Hémar and his children covering 97.54% of the capital stock of Comète, which wholly owns Immod, itself a 30.61% shareholder of the ID Logistics Group.

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

During the 2025 year, the following individuals were reappointed as directors:

The composition of the Board of Directors is structured to involve representatives of the Group’s controlling shareholders in the definition, implementation, and monitoring of its development strategy, while enabling the Group to benefit from the diverse and international professional experience of its members.

As of the Universal Registration Document Date, the Company’s Board of Directors is composed as follows:

The Board of Directors also includes an independent advisor: Mr. Jesus Hernandez, a Spanish national, was reappointed as an independent advisor by the Board of Directors on May 31, 2024, with commencement on the same day, for a term of three years expiring at the conclusion of the Annual General Meeting to be held in 2027 to approve the financial statements for the preceding year.

It is noted that the appointment of two new directors to replace Mr. Michel Clair and Mr. Gérard Lavinay will be proposed to the combined general meeting on June 3, 2026.

Subject to the above appointments, the Company would comply with the legal rule on balanced representation of women and men on Boards of Directors, which stipulates that for Boards of Directors composed of no more than eight members, the difference between the number of directors of each gender must not exceed two, provided that the director representing the employees is not included in this calculation.

The third recommendation of the Middlenext corporate governance code for small and mid-cap companies defines the criteria for classifying a Board member as independent as follows:

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”.

Éric Hémar also controls Immod, which, as of March 31, 2026, holds 2,007,539 shares of the Company, representing 30.66% of the capital stock and 37.50% of the exercisable voting rights. In addition, Immod holds 155,520 equity warrants, the main characteristics of which are detailed in Section 3.1.1(f) “Potential Capital.” Each warrant entitles the holder to subscribe for two shares, representing, as of March 31, 2026, a maximum potential dilution of 4.75% of the post-dilution capital stock.

Christophe Satin also controls Libertad, which, as of March 31, 2026, holds 64,527 shares of the Company, representing 0.99% of the capital stock and 1.32% of the exercisable voting rights.

To enable Board members to prepare effectively for meetings, the Chairman endeavors to provide them with all necessary information or documents in advance. Accordingly, the draft parent company financial statements were sent to the directors five days prior to the Board meeting convened to approve them.

Whenever a Board member requested it, the Chairman provided, to the extent possible, the additional information and documents the member wished to receive.

The Board met five times during the 2025 year. Over this period, member attendance at Board meetings was 98%. Meetings were held at Group locations or via conference call.

The Statutory Auditors were invited to the Board of Directors meeting that approves the parent company financial statements, the semi-annual financial statements, and the forward-looking management documents. They actively participated in these meetings.

With the exception of the Audit Committees, there are no formal Board of Directors meetings held without the presence of executive officers. However, members of the Board of Directors regularly and directly consult with Company executives without the presence of executive officers.

The Board has adopted internal regulations|Rules of Procedure, which primarily address the following points:

The Board’s internal regulations|Rules of Procedure are available on the Company’s site, under the Governance section of the Shareholders tab.

The Board of Directors’ internal regulations|Rules of Procedure expressly provide in Clause 4, “Duties of Directors,” that in a situation where a conflict appears or may appear to exist between the corporate interest and the director’s direct or indirect personal interests, or the interests of the shareholder or group of shareholders that the director represents, the director concerned undertakes to:

Thus, depending on the circumstances, he or she must:

Failure to provide such information shall be deemed an acknowledgment that no conflict of interest exists.

The Board of Directors sets the strategic direction for the Company’s business activities and ensures their implementation in accordance with the Company’s corporate interests, taking into account the social and environmental implications of its business activities. Subject to the powers expressly granted to the Shareholders’ Meetings and within the limits of the corporate purpose, it addresses any matter relevant to the proper functioning of the Company and resolves matters concerning it through its deliberations.

In March 2026, the Board of Directors conducted a review of the formal self-assessment of its work and that of the Audit Committee.

The self-assessment specifically addressed the gender balance within the Board and the balance of relations between the Chairman and CEO and the Board, both of which were deemed satisfactory.

The composition and functioning of the Board of Directors are deemed satisfactory.

The Audit Committee consists of two members appointed by the Board of Directors, preferably chosen from among its independent members: Michel Clair, its Chairman, and Hervé Montjotin, both of whom are independent directors.

All members of the Audit Committee possess financial expertise (see the section “Information and Details on Directors” above).

The Audit Committee’s responsibilities include providing opinions or recommendations to the Board of Directors regarding the financial statements, internal and external audits, and the Group’s financial policy, and ensuring the reliability and clarity of the information provided to shareholders and the market. In carrying out its responsibilities, the Audit Committee:

The Audit Committee meets according to a schedule set by its Chair, which must, at a minimum, allow it to review the annual consolidated financial statements, the semi-annual consolidated financial statements, the Group’s budget, and the internal and external audit plans.

The Audit Committee may hear from any member of the Company’s Board of Directors and conduct any internal or external audit on any matter it deems relevant to its mandate. The Chair of the Audit Committee shall inform the Board of Directors in advance. In particular, the Audit Committee has the authority to interview individuals involved in the preparation or review of the financial statements (Chief Financial Officer and key members of the finance department). The Audit Committee interviews the statutory auditors, with or without the presence of any Company representative.

The Chair of the Audit Committee reports on its work to the Board of Directors. If, in the course of its work, the Audit Committee identifies a significant risk that it believes is not being adequately addressed, the Chair shall immediately alert the Chair of the Board of Directors.

The Audit Committee met twice during the 2025 year:

Attendance at these Committee meetings was 100%. Committee members were given sufficient timeframes to review the financial and accounting documents. They had the opportunity to hear from the statutory auditors and the Chief Financial Officer.

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

The senior management of the Company is exercised, under its responsibility, either by the Chairman of the Board of Directors or by another individual appointed by the Board of Directors and holding the title of CEO|Chief Executive Officer|General Manager.

The Board of Directors chooses between the two methods of exercising senior management. The decision regarding the choice of method for exercising senior management is made by a simple majority of the directors present or represented. The option selected must be for a term of no less than one year.