Euroapi SaEURONEXT: EAPI

Rapport financier semestriel 2026

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fOAPI



Active Solutions for Health

2026

If-Yeor nciol

Report



2026 HALF-YEAR FINANCIAL REPORT

Half-year management report 4

Notes to the condensed half-year consolidated financial statements as of June 30, 2026 18

Consolidated financial statements 12

Consolidated statement of financial position 13

Statutory auditors' review report on the half-yearly financial information 45 Statement by the person responsible for the half-year report 46

Consolidated income statement 14

Consolidated statement of comprehensive

income 15

Consolidated statement of cash flows 16

Consolidated statement of changes in equity 17



  1. ‌HALF-YEAR 2026 MANAGEMENT REPORT

    Highlights of the first half of 2026 5

    Main events 5

    Other events 5

    Analysis of the Group's results for the six-month period ended June 30,

    2026 6

    Group income statement analysis 6

    Group cash flow analysis 9

    Related party transactions 11

    Outlook 11

    Outlook 2026 11

    Main risks and uncertainties for the next six months 11



    HALF-YEAR 2026 Management report

    Highlights of the first half of 2026

    1. ‌HIGHLIGHTS OF THE 2026 FINANCIAL YEAR

      1. ‌Main events

        Focus-27 update

        As we continue to execute our transformation, we incurred 63.8 million euros restructuring and related costs associated with the FOCUS-27 program: these include personnel-related charges (primarily due to the redundancy plans in Germany and in France), under-activity costs, and other external and internal transformation costs, and are detailed in note 6.6 to the interim financial statements.

        Brindisi Divestment

        As part of continued execution of the FOCUS-27 transformation plan, EUROAPI signed a share purchase agreement (SPA) for the sale of EUROAPI Italy S.R.L., the subsidiary operating its Brindisi manufacturing site, to Huvepharma EOOD, a fast-growing global pharmaceutical company with a focus on developing, manufacturing and marketing human health, animal health and nutraceutical products (see Notes 5.10 and 10.1 of the interim financial statements).

        EUROAPI share-based payments

        On May 27, 2026, EUROAPI's Board of Directors granted new performance share plans and free share plans. Detailed information regarding the terms and conditions of these plans and their financial impacts on the consolidated financial statements is presented in Note 5.11.

        Capital increase

        By decision of May 22, 2026 and June 24, 2026, the Board of Directors carried out two capital increases resulting from the definitive allocation of free shares to its employees for respectively €382,200 and €38,179.

      2. ‌Other events

        None

    2. ‌ANALYSIS OF THE GROUP'S RESULTS

      ‌EUROAPI H1-2026 Net Sales reached €356.5 million, -13.5% versus H1 2025 as reported and -11.8% on a comparative basis (at Constant Exchange Rates and constant perimeter).

      Net sales by flow and type

      (in € million)

      June 30, 2026

      June 30, 20251

      Change

      June 2025 as

      reported

      API Solutions - Other clients

      178.3

      200.1

      (11.0)%

      175.9

      API Solutions - Sanofi

      63.6

      99.6

      (36.2)%

      123.8

      API Solutions

      241.9

      299.7

      (19.3)%

      299.7

      CDMO - Other clients

      55.2

      60.2

      (8.2)%

      60.2

      CDMO - Sanofi

      59.5

      52.2

      13,8%

      52.2

      CDMO

      114.7

      112.4

      2.0 %

      112.4

      Total net sales

      356.5

      412.1

      (13.5)%

      412.1

      Total net sales - Other clients

      233.5

      260.3

      (10.3)%

      236.0

      Total net sales - Sanofi

      123.0

      151.8

      (19.0)%

      176.1

      API Solutions

      API Solutions' Net Sales decreased 19.3% to €241.9 million. H1 2026 sales of discontinued products were of €13 million, compared to €26 million in H1 2025 (€13 million negative impact on H1 2026 API sales).

      • API Solutions sales to Sanofi declined by 36.2% like-for-like1 to €63.6 million. Excluding the sales of Haverhill, sales would have decreased by 28.4% primarily attributable to products discontinuation.

      • Sales to Other Clients decreased by 11.0% like-for-like1, notably due to decrease in corticosteroids and complex small molecules, combined with flat vitamin B12 sales.

      CDMO

      CDMO sales increased by 2.0% to €114.7 million.

      • Commercial Phase (CMO) projects represented 94% of total CDMO sales, amounting to €107.6 million, up 11.5% compared to previous year. H1 2026 CMO sales included a one-off impact related to the discontinuation of a project in Large Molecules. Excluding this impact, CMO sales in H1 would have increased by 8%, supported by the development of projects with Sanofi such as Poly-L-Lactic Acid (PLLA) produced in H1.

      • Phase I, II and III CDMO projects represented 6% of total CDMO sales for a total value of €7.1 million.

        1 Restated of the change in allocation of Opella sales from Sanofi to Other Clients (in 2025,

        the allocation of sales between Sanofi and Other Clients evolved following the change in Opella's majority shareholder)

        Net sales by product category

        (in € million)

        June 30, 2026

        June 30, 2025

        Change

        Large molecules

        31.1

        29.8

        4.4 %

        Highly potent molecules

        34.9

        30.9

        12.9 %

        Biochemistry molecules derived from fermentation

        40.8

        52.8

        (22.7)%

        Complex chemical synthesis molecules

        249.8

        298.6

        (16.4)%

        Total net sales

        356.5

        412.1

        (13.5)%

        1. Group income statement analysis

          The table below shows the Group's consolidated income statement for the half-years ended June 30, 2026, and June 30, 2025.

          (in € million)

          June 30, 2026

          June 30, 2025

          Net sales Other revenues

          Cost of sales

          356.5

          - (300.7)

          412.1

          2.4

          (337.9)

          Gross profit

          55.8

          76.6

          Gross Margin (% of net sales)

          15.7 %

          18.6 %

          Selling and distribution expenses

          (15.8)

          (17.0)

          Research and development expenses

          (12.6)

          (10.2)

          Administrative and general expenses

          (36.1)

          (39.4)

          Other operating income and expenses

          0.7

          0.8

          Impairment of assets

          (63.0)

          (3.0)

          Restructuring costs and similar items

          (64.8)

          (40.3)

          Other gains and losses, and litigation

          -

          4.7

          Operating income

          (135.7)

          (27.8)

          Operating income (% of net sales)

          (38.1)%

          (6.7)%

          Financial result

          (3.4)

          (2.3)

          Income/(loss) before tax

          (139.2)

          (30.1)

          Income/(loss) before tax (% of net sales)

          (39.0)%

          (7.3)%

          Income tax

          (2.4)

          1.5

          ETR (%)

          1.7 %

          (5.1)%

          Net income/(loss)

          (141.5)

          (28.5)

          Net income/(loss) (% of net sales)

          (39.7)%

          (6.9)%

          Gross profit

          Gross profit was €55.8 million, down from €76.6 million in H1 2025. Gross profit margin stood at 15.7% compared to 18.6% in H1 2025.

          Operating expenses

          Selling and distribution expenses for H1 2026 amounted to €15.8 million, versus €17.0 million for H1 2025. Research and development expenses for H1 2026 came to €12.6 million, versus €10.2 million for H1 2025. Administrative and general expenses for H1 2026 amounted to €36.1 million, versus €39.4 million for H1 2025.

          Restructuring costs and similar items

          The €64.8 million in restructuring and related costs include:

      • €12.2 million of under-activity costs related to the execution of FOCUS-27 (€11.1 million d'euros without depreciations);

      • €10.1 million of internal and external costs related to the company's transformation;

      • €42.5 million in personnel costs, as part of the FOCUS-27 plan.

        Operating income

        Operating income amounts to €(135.7) million compared to €(27.8) in H1 2025. The €63.0 million impairment was triggered by a revision of mid-term customer demand for certain small molecules manufactured in Frankfurt (€26.8 million impact), and the impact of the divestment of Brindisi based on the agreement signed with Huvepharma on July 29th, 2026 (€35.7 million impact). See note 6.3, 6.4, 6.5 and

        10.1 of the Consolidated Accounts.

        Financial income

        Financial income was €(3.4) million, compared with

        €(2.3) million in H1 2025.

        Income tax

        Income tax expense was €(2.4) million, compared with

        €1.5 million in H1 2025.

        Net income

        Net income was €(141.5) million in H1 2026, compared to €(28.5) million in H1 2025.

        Key performance indicators

        (in € million)

        June 30, 2026

        June 30, 2025

        Net sales

        356.5

        412.1

        Gross profit

        55.8

        76.6

        as a % of net sales

        15.7 %

        18.6 %

        EBITDA

        (43.1)

        5.0

        as a % of net sales

        (12.1)%

        1.2 %

        Core EBITDA

        20.7

        39.5

        as a % of net sales

        5.8 %

        9.6 %

        Net income

        (141.5)

        (28.5)

        Basic EPS (in euros)

        (1.49)

        (0.3)

        Free Cash Flow before financing

        (103.4)

        (20.0)

        Net Debt position

        (37.9)

        1.1

        EBITDA and Core EBITDA

        EBITDA was €(43.1) million compared to €5.0 million in H1 2025. Non-recurring costs totaled €63.8 million, broken down as follows:

        • €11.1 million of idle cost2 linked to the execution of FOCUS-27

        • €10.1 million of internal and external costs related to the transformation of the company

        • €42.5 million in employee-related expenses linked to the FOCUS-27 plan, reflecting the phasing of severance costs, notably in Frankfurt. Consequently, related employee expenses are expected to be materially lower in H2 2026 than in H1 2026.

        Core EBITDA amounted to €20.7 million, compared to

        €39.5 million in H1 2025.

        The Core EBITDA margin was 5.8%, compared to 9.6% in H1 2025. The main drivers of the Core EBITDA margin decrease were:

      • Volumes (+1.8 pts);

      • Price and Mix (+1.1 pts)

      • Industrial performance (-5.9 pts)

      • Energy and Raw Materials (+0.3 pts)

      • FX Impact (-0,6 pts)

      • OPEX (SG&A and R&D) (-0.3 pts)

      • Brindisi Site (+0.2 pts)

      • Haverhill site (-0.5 pts)

        2 Under-activity triggered by the execution of FOCUS-27

        1. ‌Group cash flow analysis

          (in € million)

          June 30, 2026

          June 30, 2025

          Net cash provided by/(used in) operating activities

          (64.3)

          18.4

          Net cash provided by/(used in) investing activities

          (39.1)

          (38.3)

          Net cash provided by/(used in) financing activities

          40.7

          (4.0)

          Impact of exchange rates on cash and cash equivalents

          0.9

          0.2

          Net change in cash and cash equivalents

          (61.8)

          (23.8)

          Cash and cash equivalents, at beginning of period

          113.8

          75.2

          Cash and cash equivalents, at end of period

          52.0

          51.5

          Cash and cash equivalents totaled €52.0 million at June 30, 2026. For more details, please refer to the financial statements.

          Net cash provided by (used in) operating activities

          The following table shows net cash provided by operating activities for the periods ended June 30, 2026 and June 30, 2025:

          (in € million)

          June 30, 2026

          June 30, 2025

          Net income

          (141.5)

          (28.5)

          Depreciation, amortization and impairment of property, plant and equipment, right-of-use assets and intangible assets

          92.6

          32.7

          Gains and losses on disposals of non-current assets, net of tax

          0.0

          (4.7)

          Income tax expense/(income)

          2.4

          (1.5)

          Other profit or loss items with no cash effect and reclassification of interests

          24.5

          11.1

          Operating cash flow before changes in working capital

          (22.1)

          9.0

          (Increase)/decrease in inventories

          (42.7)

          (7.2)

          (Increase)/decrease in trade receivables

          3.2

          24.7

          Increase/(decrease) in trade payables

          12.8

          2.7

          Net change in other current assets and other current liabilities

          (15.6)

          (10.8)

          Net cash provided by/(used in) operating activities

          (64.3)

          18.4

          Net cash provided by operating activities amounted to

          €(64.3) million for the H1 2026, compared to €18.4 million for the H1 2025.

          • Operating cash flow before changes in working capital decreased by €22.1 million in the first half of 2026, consistent with the decrease in EBITDA (€(43.1) million in H1 2026 versus €5.0 million in H1 2025).

          • The increase in inventories was evenly driven by higher volumes reflecting sales phasing to H2, and the impact of the insourcing of the production of an intermediate previously produced by Sanofi as part of CMO contract.

          • Factored receivables amounted to €17.6 million at the end of June 2026.

      • Net change in other current assets and other current include IT and insurance deferred expenses. H1 2025 Other Current Assets and Liabilities included

      €18 million paid by Sanofi to secure available capacity for five selected products as part of the financing of FOCUS 27.

      Net cash provided by (used in) investing activities

      The following table shows net cash used in investing activities for the H1 2026 and H1 2025:

      (in € million)

      June 30, 2026

      June 30, 2025

      Acquisitions of property, plant and equipment and intangible assets

      (39.1)

      (37.8)

      Proceeds/(payments) arising from the disposal of businesses

      -

      (0.5)

      Net cash provided by/(used in) investing activities

      (39.1)

      (38.3)

      Net cash used in investing activities during the period reflected acquisitions of property, plant and equipment and intangible assets, which totaled €39.1 million for H1 2026, versus €38.3 million for H1 2025. 64% of the CAPEX invested in H1 2026 were dedicated to growth projects.

      Net cash flow from (used in) financing activities

      (in € million)

      June 30, 2026

      June 30, 2025

      Capital increases

      -

      -

      Dividends paid

      -

      -

      Repayment of lease liabilities

      (2.6)

      (2.9)

      Net change in short-term debt

      45.0

      -

      Net finance costs paid

      (1.2)

      (1.3)

      Acquisition and disposal of treasury shares

      (0.5)

      0.1

      Other net cash flow arising from financing activities

      (0.1)

      0.1

      Net cash provided by/(used in) financing activities

      40.7

      (4.0)

      Net cash from financing activities amounted to €40.7 million for the H1 2026, compared to €(4.0) million for the H1 2025.

      Net Debt Position

      (in € millions)

      June 30, 2026

      Net cash/(Debt) position - December 2025

      68.2

      Cash Flow from Operating activities

      (64.3)

      Of which change in Working Capital

      (42.3)

      (Increase)/decrease in inventories

      (42.7)

      (Increase)/decrease in trade receivables

      3.2

      Increase/(decrease) in trade payables

      12.8

      Other current assets and liabilities

      (15.6)

      Cash Flow from Investing Activities

      (39.1)

      Of which CAPEX

      (39.1)

      Cash Flow from Financing activities

      (4.2)

      Exchange rate

      1.4

      Net Cash/(Debt) position - June 2026

      (37.9)

    3. ‌Related party transactions

      The Group's main related parties are defined in Section 2.4 "Related-party transactions" and in Note 10.7 of the consolidated financial statements for the year ended December 31, 2025 of Universal Registration Document of 2025, approved by the AMF on March 27, 2026.

      Note 10.5 to the condensed half-year consolidated financial statements provides a description of the main transactions and balances with related parties for the six-month period ended June 30, 2026.

    4. ‌OUTLOOK

      ‌2026 outlook adjusted

      • Despite an increasingly challenging business environment, FY 2026 net sales are expected in line with initial outlook3.

      • For the balance of the year, the operational improvements and cost discipline resulting from our transformation will be more than offset by the impact of the recent appreciation of the Hungarian Forint on our local cost base, which is expected to weigh approximately €(9) million on FY 2026 Core EBITDA. As a result, the FY 2026 Core EBITDA margin is now expected to be around 6%4.

    5. ‌Main risks and uncertainties for the next six months

      The main risks and uncertainties faced by the Group over the remaining six months of the year are substantially similar to those presented in Section 3.2 "Risk factors" of the 2025 Universal Registration Document approved by the AMF on March 27, 2026, under the number: D.26-0158.

      One or more of these risks, as well as any others that we may not yet have identified, could materialize during the second half of 2026.

      For more information, please refer to our 2025 Universal Registration Document, page 101.

      3 Decrease of around 10% on a comparative basis

      4 Based on the 2025 perimeter, i.e. excluding the impact on FY2026 Net Sales and Core EBITDA of the deconsolidation of the Brindisi site before year-end



  2. ‌CONSOLIDATED FINANCIAL

    STATEMENTS 2026

    Condensed half-year consolidated financial statements as of June 30, 2026 13

    Consolidated statement of financial position 13

    Consolidated income statement 14

    Consolidated statement of comprehensive income 15

    Consolidated statement of cash flows 16

    Consolidated statement of changes in equity 17

    18

    Notes to the condensed half-year consolidated financial statements as of June 30, 2026

    Statutory Auditors' report on the half-yearly financial information 45

    Statement by the person responsible for the half-year report 46

    1. ‌Condensed half-year consolidated financial statements as of June 30, 2026

‌Consolidated statement of financial position

(in € million)

Note

June 30, 2026

December 31, 2025

Goodwill

5.1

-

-

Property, plant and equipment

5.2/5.5

435.4

450.9

Right-of-use assets

5.3/5.5

34.4

35.7

Intangible assets

5.4/5.5

23.9

26.7

Other non-current assets

5.6

3.9

4.4

Deferred tax assets

7

18.6

18.5

Non-current assets

516.1

536.3

Inventories

5.7

518.3

495.2

Trade receivables

5.8

108.4

114.9

Other current assets

5.9

47.0

44.5

Cash and cash equivalents

5.18

52.0

113.8

Assets held for sale

5.10

-

-

Current assets

725.6

768.4

Total assets

1,241.8

1,304.7

Equity attributable to owners of the parent

Equity attributable to non-controlling interests

668.0

-

788.0

-

Total equity

5.11

668.0

788.0

Non-current lease liabilities

5.12

14.9

16.3

Provisions

5.13

147.3

150.6

Other non-current liabilities

5.14

51.3

54.7

Deferred tax liabilities

7

-

-

Non-current liabilities

213.4

221.6

Trade payables

5.15

117.5

110.5

Other current liabilities

5.16

126.8

135.5

Current lease liabilities

5.12

3.6

3.6

Short-term debt and other financial liabilities

5.18

90.5

45.5

Liabilities related to assets held for sale

5.10

21.9

-

Current liabilities

360.3

295.1

Total equity and liabilities

1,241.8

1,304.7

‌Consolidated income statement

(in € million)

Note

June 30, 2026

June 30, 2025

Net sales Other revenues

Cost of sales

6.1

6.1

356.5

- (300.7)

412.1

2.4

(337.9)

Gross profit

55.8

76.6

Selling and distribution expenses

(15.8)

(17.0)

Research and development expenses

6.2

(12.6)

(10.2)

Administrative and general expenses

(36.1)

(39.4)

Other operating income and expense

6.4

0.7

0.8

Impairment of assets

5.5/6.5

(63.0)

(3.0)

Restructuring costs and similar items

6.6

(64.8)

(40.3)

Other gains and losses, and litigation

6.7

-

4.7

Operating income/(loss)

(135.7)

(27.8)

Financial expenses

6.8

(8.8)

(4.9)

Financial income

6.8

5.4

2.6

Income/(loss) before tax

(139.2)

(30.1)

Income tax

7

(2.4)

1.5

Net income/(loss)

(141.5)

(28.5)

Attributable to owners of the parent

(141.5)

(28.5)

Attributable to non-controlling interests

-

-

-

Average number of shares outstanding (in million)

5.11.4

94.7

94.6

Average number of shares after dilution (in million)

5.11.4

95.1

94.8

Basic earnings per share (in euros)

(1.49)

(0.30)

Diluted earnings per share (in euros) (a)

(1.49)

(0.30)

  1. Diluted earnings per share for periods in which there was a net loss is presented as equivalent to basic earnings per share.

‌Consolidated statement of comprehensive income

(in € million) Note

June 30, 2026

June 30, 2025

Net income/(loss)

(141.5)

(28.5)

Attributable to owners of the parent

Attributable to non-controlling interests

(141.5)

-

(28.5)

-

Other comprehensive income:

Actuarial gains/(losses) 5.13

Tax effects

(0.3)

-

-

4.2

(1.3)

Subtotal: items that will not subsequently be reclassified to profit or loss (A)

(0.3)

2.9

Currency translation differences (a)

22.1

(5.4)

Change in fair value of cash flow hedges (b)

(0.3)

-

Tax effect related to the fair value changes of cash flow hedges

0.1

-

Subtotal: items that may be reclassified to profit or loss (B)

21.9

(5.4)

Other comprehensive income for the period, net of taxes (A+B)

21.5

(2.5)

Comprehensive income

(120.0)

(31.0)

Of which comprehensive income attributable to owners of the parent

(120.0)

(31.0)

Of which comprehensive income attributable to non-controlling interests

-

-

  1. The positive €22.1 million mainly concerns Hungary (€21.8 million).

  2. The negative €0.3 million relates to hedging instruments on sales generated in USD, as explained in note 9.1.

‌Consolidated statement of cash flows

(in € million)

Note

June 30, 2026

June 30, 2025

Net income/(loss)

(141.5)

(28.5)

Depreciation, amortization and impairment of property, plant and equipment, right-of-use assets and intangible assets

5.2 to 5.4

92.6

32.7

Gains and losses on disposals of non-current assets, net of tax

-

(4.7)

Income tax expense/(income)

2.4

(1.5)

Other profit or loss items with no cash effect and reclassification of financial interests (a)

24.5

11.1

Operating cash flow before changes in working capital

(22.1)

9.0

(Increase)/decrease in inventories

(42.7)

(7.2)

(Increase)/decrease in trade receivables (b)

3.2

24.7

Increase/(decrease) in trade payables

12.8

2.7

Net change in other current assets and other current liabilities (c)

(15.6)

(10.8)

Net cash provided by operating activities

(64.3)

18.4

Acquisitions of property, plant and equipment and intangible assets (d)

(39.1)

(37.8)

Proceeds/(payments) arising from the disposal of businesses (e)

-

(0.5)

Proceeds from disposals of property, plant and equipment and intangible assets

-

-

Net cash used in investing activities

(39.1)

(38.3)

Capital increases

5.11.1

-

-

Dividends paid

-

-

Repayment of lease liabilities

5.12

(2.6)

(2.9)

Net change in short-term debt

5.17

45.0

-

Net finance costs paid (f)

(1.2)

(1.3)

Acquisitions and disposals of treasury shares

5.11.3

(0.5)

0.1

Other net cash flow arising from financing activities

(0.1)

0.1

Net cash provided by financing activities

40.7

(4.0)

-

Impact of exchange rates on cash and cash equivalents

0.9

0.2

-

Net change in cash and cash equivalents

(61.8)

(23.8)

-

Cash and cash equivalents at beginning of period

113.8

75.2

Cash and cash equivalents at end of period

52.0

51.5

  1. In first-half 2026, the line mainly includes changes in provisions and unwinding of discount for €21 million, the cost of debt for €1.3 million and the unrealized gain and loss for €1.6 million.

    In first-half 2025, the line mainly includes changes in provisions and unwinding of discount for €7.7 million, the cost of debt for €1.4 million and share based payments expenses for €0.8 million (see Note 5.11.6).

  2. In the first-half of 2026, the impact of trade receivables factored and derecognized is not significant. In first-half 2025, the line includes an impact of

    €14.3 million of trade receivables factored and derecognized, following the implementation of factoring over the period.

  3. In first-half 2026, the line includes a negative amount of €1.4 million of income tax paid, the change over the period in VAT receivables for €3.0 million, the change of the employee-related liability for negative €3.5 million, the change of contract liabilities for negative €2.7 million and the payment of various taxes for €3.9 million.

    In first-half 2025, the line includes a negative amount of €1.6 million of income tax paid, the change over the period in VAT receivables for €2.0 million, the change of the employee-related liability for negative €7.7 million and the change of contract liabilities for €13.7 million (mainly due to the capacity reservations from Sanofi signed in 2024).

  4. In first-half 2026, this line includes the acquisition carried out during the period for €24.6 million and the change over the period in amounts payable for acquisitions of non-current assets (capital expenditure) for €14.4 million.

    In first-half 2025, this line includes the acquisition carried out during the period for €18.2 million and the change over the period in amounts payable for acquisitions of non-current assets (capital expenditure) for €19.0 million.

  5. In first-half 2025, this line is entirely composed of cash held by EUROAPI UK on the date of sale.

  6. In first-half 2026, net finance costs paid include interest paid for €1.5 million, and €0.4 million of interest received. In first-half 2025, net finance costs paid include interest paid for €1.7 million, and €0.3 million of interest received.

‌Consolidated statement of changes in equity

(in € million)

Share capital

Legal reserve and share premium

Treasury shares

Cumulativ

e translation adjustmen

ts

Perpetual Subordinat ed Hybrid

Bond

Other reserves

and retained earnings

Equity attributabl

e to owners of the parent

Non-controllin g interests

Total equity

Balance at January 1, 2025

95.6

1,861.3

(2.0)

(11.5)

200.0

(1,159.8)

983.5

-

983.5

Other comprehensive income for the period (a)

-

-

-

(5.4)

-

2.9

(2.5)

-

(2.5)

Net income/(loss) for the period

-

-

-

-

-

(28.5)

(28.5)

-

(28.5)

Comprehensive income for the period

-

-

-

(5.4)

-

(25.6)

(31.0)

-

(31.0)

Capital increases

-

-

-

-

-

-

-

-

-

Dividend paid out of 2024 earnings

-

-

-

-

-

-

-

-

-

Share-based payment (b)

-

-

-

-

-

0.8

0.8

-

0.8

Net issuance (repayment) of perpetual subordinated notes

-

-

-

-

-

-

-

-

Treasury shares

-

-

0.1

-

-

-

0.1

-

0.1

Other movements

-

-

-

-

-

-

-

-

-

Balance at June 30, 2025

95.6

1,861.3

(1.9)

(16.8)

200.0

(1,184.7)

953.4

-

953.4

  1. Of which negative €11.5 million corresponding to the recycling of EUROAPI UK cumulative translation adjustments from consolidated statement of comprehensive income to consolidated income statement, following the sale of the company.

  2. Note 5.11.6 explains the main impacts presented under "Share-based payment".

(in € million)

Share capital

Legal reserve and share premium

Treasury shares

Cumulative translation adjustments

Perpetual Subordinate

d Hybrid

Bond

Other reserves and

retained earnings

Equity attributable to owners of the parent

Non-controlling interests

Total equity

Balance at January 1, 2026

95.6

1,861.3

(2.0)

(7.1)

200.0

(1,359.7)

788.0

-

788.0

Other comprehensive income for the period

-

-

-

22.1

-

(0.5)

21.5

-

21.5

Net income/(loss) for the period

-

-

-

-

-

(141.5)

(141.5)

-

(141.5)

Comprehensive income for the period

-

-

-

22.1

-

(142.1)

(120.0)

-

(120.0)

Capital increases (a)

0.4

(0.4)

-

-

-

-

-

-

-

Dividend paid out of 2025 earnings

-

-

-

-

-

-

-

-

-

Share-based payment (b)

-

-

-

-

-

0.5

0.5

-

0.5

Treasury shares

-

-

(0.5)

-

-

-

(0.5)

-

(0.5)

Payments on perpetual subordinated notes

-

-

-

-

-

-

-

-

-

Other movements

-

-

-

-

-

-

-

-

-

Balance at June 30, 2026

96.0

1,860.9

(2.4)

14.9

200.0

(1,501.2)

668.0

-

668.0

  1. Note 5.11 explains in detail the capital increase.

  2. Note 5.11.6 explains the main impacts presented under "Share-based payment".

Note 6.

Notes to the income statement

33

6.1

Net sales and other revenues

33

6.2

Research and development expenses

33

6.3

Personnel costs

33

6.4

Other operating income and expenses

33

6.5

Impairment of assets

33

6.6

Restructuring costs, similar items

33

6.7

Other gains and losses and litigation

34

6.8

Financial income and expenses

34

Note 7.

Taxes

35

Note 8.

Segment information

36

8.1

Segment results

36

8.2

Additional information

36

Note 9.

Risk exposure

38

9.1

Foreign exchange risk

38

9.2

Interest rate risk

38

9.3

Liquidity risk

38

9.4

Customer credit risk

39

Note 10.

Other information

40

10.1

Subsequent events

40

10.2

Off-balance sheet commitments

40

10.3

Legal and arbitration proceedings

42

10.4

Other items

42

10.5

Related parties

42

‌NOTES TO THE CONDENSED HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2026

Note 1.

Introduction

19

Note 2.

Basis of preparation of the condensed half-year consolidated financial statements and accounting policies

19

Note 3.

First-half 2026 highlights

22

3.1

Main acquisitions of the period

22

3.2

Other significant events

22

Note 4.

Scope of consolidation

22

Note 5.

Notes to the statement of financial position

23

5.1

Business combinations and goodwill

23

5.2

Property, plant and equipment

23

5.3

Right-of-use assets

23

5.4

Intangible assets

24

5.5

Impairment of goodwill, property, plant and equipment, right of use assets and intangible assets

24

5.6

Other non-current assets

25

5.7

Inventories

25

5.8

Trade receivables

25

5.9

Other current assets

25

26

  1. Assets held for sale and discontinued operations

  2. Equity 26

    44

    5.13 Non-current provisions

    28

    10.6

    5.14 Other non-current liabilities

    29

    5.15 Trade payables

    29

    5.16 Other current liabilities

    30

    5.17 Derivative financial instruments

    30

    5.18 Debt, cash and cash equivalents

    31

    5.19 Customer contract liabilities

    31

  3. Lease liabilities 28

List of companies included in the scope of consolidation

‌Note 1. Introduction

EUROAPI, together with its subsidiaries (collectively "EUROAPI", "the Group" or "the Company") is a leading player in the active pharmaceutical ingredient (API) market.

The Group comprises (i) five specialist API manufacturing sites in four European countries (France, Germany, Italy and Hungary); (ii) a number of development platforms, the two largest of which are housed at the Group's sites in Hungary and Germany;

(iii) a commercial network responsible for the worldwide distribution and commercialization of a portfolio of approximately 200 active pharmaceutical

ingredients for both API solutions and CDMO activities; and (iv) development and business management teams responsible for those activities within EUROAPI.

EUROAPI is listed on the regulated market of Euronext Paris (Euronext: EAPI).

The condensed consolidated financial statements for the six months ended June 30, 2026 were approved and authorized for issue by the EUROAPI Board of Directors at its meeting on July 29, 2026.

‌Note 2. Basis of preparation of the condensed half-year consolidated financial statements and accounting policies

Pursuant to Regulation No. 1606/2002 of July 19, 2002, as amended by European Regulation No. 297/2008 of March 11, 2008, the interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as endorsed by the European Union and issued by the International Accounting Standards Board (IASB). The IFRSs endorsed by the European Union as of June 30, 2026 can be consulted via the following web link:

https://www.efrag.org/Endorsement.

The term "IFRS" refers collectively to International Accounting Standards and International Financial Reporting Standards (IASs and IFRSs) and to the interpretations of the IFRS Interpretations Committee (IFRS-IC).

The interim consolidated financial statements, presented here in condensed form, have been prepared in accordance with IAS 34 "Interim Financial Reporting". They do not contain all the information and notes included in a full set of annual financial statements. They should therefore be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2025.

The accounting policies applied effective January 1, 2026 are identical to those used to prepare the consolidated financial statements for the year ended December 31, 2025.

Unless otherwise indicated, the amounts shown in the consolidated financial statements are presented in millions of euros and all values are rounded to the nearest tenth of a million unless otherwise indicated. Rounding differences may result in minor differences between the statements.

New standards, amendments and interpretations

New standards applicable from January 1, 2026:

Standards, amendments and interpretations whose application was mandatory as of January 1, 2026 are as follows:

  • Amendments to IFRS 9 and IFRS 7 : the Classification and Measurement of Financial Instruments (issued on May 30, 2024 and endorsed by the European Union on May 28, 2025).

  • Amendments to IFRS 9 and IFRS 7 : Contracts Referencing Nature-dependent Electricity (issued on December 18, 2024 and endorsed by the European Union on July 1, 2025).

  • Annual improvements to IFRS accounting standards

    - Volume 11 (issued on July 18, 2024 and endorsed by the European Union on July 10, 2025).

    These new amendments had no impact on the Group's consolidated financial statements.

    New pronouncements issued by the IASB and applicable from 2027 or later:

    Standards, amendments and interpretations issued by the IASB that will have mandatory application in 2027 or subsequent years :

  • IFRS 18 Presentation and Disclosure in Financial Statements (issued on April 9, 2024 and endorsed by the European Union on 16 February 2026). Application will be mandatory for annual reporting periods beginning on or after January 1, 2027;

  • IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on May 9, 2024 and not yet endorsed by the European Union);

    • Amendments to IFRS 19 Subsidiaries without public accountability: Disclosures (issued on August 21, 2025 and not yet endorsed by the European Union) ;

    • Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (issued on November 13, 2025 and not yet endorsed by the European Union) ;

    • IFRS 20 Regulatory Assets and Regulatory Liabilities (issued on 27 May 2026 and not yet endorsed by the European Union).

      Those amendments have not been early adopted by EUROAPI. The Group is currently analyzing the potential impacts of IFRS 18 on the presentation of the Group's consolidated financial statements. The potential main changes concern the reclassification of foreign-exchange gains and losses on current accounts and cash to operating and investing activities respectively, and the presentation of unused RCF commitment fees within operating activities.

      Use of estimates

      The preparation of financial statements under IFRS requires management to make estimates and assumptions that affect the amounts presented in the financial statements and the notes thereto.

      These estimates and assumptions, prepared on the basis of information available at the end of the reporting period, relate in particular to:

    • the level and pattern of recognition of revenue from industrial services contracts with "CDMO" customers (see Note 6.1);

    • the recoverable amount of cash generating units (see Note 5.5);

    • the carrying amount, and allowances for impairment and destruction of inventories (see Note 5.7);

    • the measurement of liabilities relating to post-

      employment benefits (see Note 5.13);

  • the recoverability of deferred tax assets (Note 7); and

  • the amount of provisions for risks (see Note 5.13), including environmental risks and provisions linked to FOCUS-27 plan,

  • the repayment likelihood of IPCEI public aid supporting the accounting treatment (see Note 10.4).

    Risks associated with climate change as assessed to date, and the commitments made by EUROAPI on cutting greenhouse gas emissions, do not have a material impact on the financial statements. EUROAPI's ambitious decarbonization roadmap relies on several drivers such as increased use of renewable energies, energy savings projects or heat recovery programs.

    Financial instruments

    Accounting policies related to financial instruments are described in the Group's consolidated financial statements for the year ended December 31, 2025.

    Fair value of financial instruments

    Under IFRS 13 "Fair Value Measurement" and IFRS 7 "Financial Instruments: Disclosures", fair value measurements must be classified using a hierarchy based on the inputs used to measure the fair value of the instrument. This hierarchy has three levels:

  • level 1: quoted prices in active markets for identical assets or liabilities (without modification or repackaging);

  • level 2: quoted prices in active markets for similar assets and liabilities, or valuation techniques in which all critical inputs are derived from observable market data; and

  • level 3: valuation techniques in which not all critical inputs are derived from observable market data.

The table below shows the disclosures required under IFRS 7 relating to the measurement principles applied to financial instruments.

Note

Type of financial instrument

Measurement principle

Level in

fair value hierarchy

Valuation technique

Method used to determine fair value

Long-term loans and

Amortized cost

N/A

N/A

The amortized cost of long-term loans and advances,

advances, and other

and other non-current receivables and payables, is not

non-current receivables

materially different from their fair value at the end of

and payables

the reporting period.

5.8/5.15

Trade receivables and

Amortized cost

N/A

N/A

Trade receivables and payables are measured at fair

payables

value (which in most cases equates to face value) on

initial recognition, and subsequently at amortized cost.

5.13

Financial assets

Fair value

1

Market

Quoted market

measured at fair value

value

held to meet obligations

under post-employment

benefit plans

5.12

Lease liabilities and

Amortized cost

N/A

N/A

Amortized cost is regarded as an acceptable

debt

approximation of fair value as reported in the notes to

the consolidated financial statements. The liability for

future lease payments is discounted using the

incremental borrowing rate.

5.17

Forward currency

Fair value

2

Mark-to-market

contracts

Seasonal trends

EUROAPI's activities are not subject to significant seasonal fluctuations. It should be noted however that the production cycle for the bulk of APIs exceeds six months.

CDMO contracts can take around six months to start generating revenue and are executed over an average period of 18 to 24 months.

‌Note 3. First-half 2026 highlights

  1. ‌Main acquisitions of the period

    None.

  2. ‌Other significant events

Focus-27 update

As part of the FOCUS-27 transformation plan, the Group is engaged in a process to sell EUROAPI Italy, as detailed in Notes 5.10 and 10.1.

Restructuring and related costs associated with the FOCUS-27 program: these include personnel-related charges (primarily due to the redundancy plan in Germany and in France), under-activity costs, and other external and internal transformation costs, and are detailed in note 6.6.

EUROAPI share-based payments

On May 27, 2026, EUROAPI's Board of Directors granted new performance share plans and free share plans. Detailed information regarding the terms and conditions of these plans and their financial impacts on the consolidated financial statements is presented in Note 5.11.

Capital increase

By decision of May 22, 2026 and June 24, 2026, the Board of Directors carried out two capital increases resulting from the definitive allocation of free shares to its employees for respectively €382,200 and €38,179.

‌Note 4. Scope of consolidation

No change in the scope of consolidation during the first-half of 2026.

‌Note 5. Notes to the statement of financial position

  1. ‌Business combinations and goodwill

    This aggregate is composed of the goodwill of BianoGMB, acquired by EUROAPI on November 21, 2023, amounted to €4.1 million, fully impaired during the year 2024.

  2. ‌Property, plant and equipment

    The net carrying amount of property, plant and equipment owned by EUROAPI stood at €435.4 million as of June 30, 2026.

    (in € million)

    December 31, 2025

    Acquisitions and other increases

    Depreciation

    expense

    Impairment losses, net of reversals

    Disposals and other decreases

    Currency translation differences

    Transfers(a)

    June 30,

    2026

    Land

    2.4

    -

    -

    -

    -

    0.1

    (0.5)

    2.0

    Buildings

    314.1

    -

    -

    -

    -

    8.9

    (19.4)

    303.6

    Machinery and equipment

    1,635.6

    -

    -

    -

    (0.4)

    14.2

    (182.1)

    1,467.2

    Fixtures, fittings and other

    158.5

    -

    -

    -

    -

    1.1

    (5.8)

    153.8

    Property, plant and

    equipment in progress

    131.6

    23.5

    -

    -

    -

    1.8

    (30.5)

    126.4

    Gross value

    2,242.2

    23.5

    -

    -

    (0.4)

    26.0

    (238.2)

    2,053.1

    Land

    (0.5)

    -

    -

    -

    -

    -

    0.5

    -

    Buildings

    (216.1)

    -

    (3.2)

    -

    -

    (5.0)

    24.0

    (200.3)

    Machinery and equipment

    (1,405.3)

    -

    (16.6)

    (17.5)

    0.3

    (9.2)

    197.6

    (1,250.8)

    Fixtures, fittings and other

    (142.6)

    -

    (2.6)

    -

    -

    (1.0)

    7.3

    (138.8)

    Property, plant and

    equipment in progress

    (26.8)

    -

    -

    (9.3)

    -

    -

    8.3

    (27.8)

    Accumulated depreciation and impairment

    (1,791.3)

    -

    (22.4)

    (26.8)

    0.3

    (15.2)

    237.7

    (1,617.7)

    Land

    2.0

    -

    -

    -

    -

    0.1

    -

    2.0

    Buildings

    98.0

    -

    (3.2)

    -

    -

    3.8

    4.7

    103.3

    Machinery and equipment

    230.2

    -

    (16.6)

    (17.5)

    (0.1)

    5.0

    15.5

    216.5

    Fixtures, fittings and other

    15.9

    -

    (2.6)

    -

    -

    0.2

    1.5

    15.0

    Property, plant and

    equipment in progress

    104.8

    23.5

    -

    (9.3)

    -

    1.8

    (22.2)

    98.6

    Net value

    450.9

    23.5

    (22.4)

    (26.8)

    (0.1)

    10.8

    (0.5)

    435.4

    (a) The transfers made during the period mainly correspond to the commissioning of the exercise and the reclassification of EUROAPI Italy's assets into assets held for sale.

  3. ‌Right-of-use assets

    Right-of-use assets and lease liabilities

    Non-cancelable operating leases attributed to EUROAPI comprise mainly:

    • leases of office space and industrial premises;

    • leases of vehicles.

    ‌Right-of-use assets relating to property, plant and equipment held under leases break down as follows:

    (in € million)

    December 31, 2025

    Acquisitions and other increases

    Depreciation

    expense

    Disposals and other decreases

    Currency translation differences

    Transfers(a)

    June 30,

    2026

    Land and buildings

    56.6

    -

    -

    (0.7)

    -

    -

    56.0

    Machinery and equipment

    -

    -

    -

    -

    -

    -

    -

    Other property, plant and equipment

    11.1

    1.6

    -

    (0.9)

    0.1

    (0.8)

    11.1

    Gross value

    67.7

    1.6

    -

    (1.6)

    0.1

    (0.8)

    67.0

    Land and buildings

    (24.7)

    -

    (2.0)

    0.7

    -

    -

    (26.0)

    Machinery and equipment

    -

    -

    -

    -

    -

    -

    -

    Other property, plant and equipment

    (7.3)

    -

    (0.9)

    0.8

    (0.1)

    0.8

    (6.7)

    Accumulated depreciation and impairment

    (32.1)

    -

    (2.8)

    1.5

    (0.1)

    0.8

    (32.7)

    Land and buildings

    31.9

    -

    (2.0)

    -

    -

    -

    29.9

    Machinery and equipment

    -

    -

    -

    -

    -

    -

    -

    Other property, plant and equipment

    3.7

    1.6

    (0.9)

    (0.1)

    0.1

    -

    4.4

    Net value

    35.7

    1.6

    (2.8)

    (0.1)

    0.1

    -

    34.4

    (a) The transfers made during the period mainly correspond to the reclassification of EUROAPI Italy's assets into assets held for sale.

    Lease expenses on short-term leases and low-value assets are not significant in first-half 2025 and first-half 2026.

  4. ‌Intangible assets

    Movements in other intangible assets during the first-half of 2026 were as follows:

    (in € million)

    December 31, 2025

    Acquisitions and other increases

    Depreciation

    expense

    Impairment losses, net of reversals

    Disposals and other decreases

    Currency translation differences

    Transfers

    June 30,

    2026

    Software

    65.6

    0.8

    -

    -

    -

    0.5

    (1.1)

    65.7

    Other intangible assets

    2.2

    -

    -

    -

    -

    -

    -

    2.2

    Other rights

    0.2

    -

    -

    -

    -

    -

    (0.2)

    -

    Gross value

    67.9

    0.8

    -

    -

    -

    0.5

    (1.3)

    68.0

    Software

    (41.0)

    -

    (4.4)

    -

    -

    (0.4)

    1.7

    (44.0)

    Other intangible assets

    -

    -

    -

    -

    -

    -

    Other rights

    (0.2)

    -

    -

    -

    -

    -

    0.2

    -

    Accumulated

    amortization and impairment

    (41.2)

    -

    (4.4)

    -

    -

    (0.4)

    2.0

    (44.1)

    Software

    24.6

    0.8

    (4.4)

    -

    -

    0.1

    0.5

    21.7

    Other intangible assets

    2.2

    -

    -

    -

    -

    -

    -

    2.2

    Other rights

    -

    -

    -

    -

    -

    -

    -

    -

    Net value

    26.7

    0.8

    (4.4)

    -

    -

    0.1

    0.5

    23.9

  5. ‌Impairment of goodwill, property, plant and equipment, right of use assets and intangible assets

    At June 30, 2026, EUROAPI reviewed its non-current assets and cash-generating units (CGUs) for any internal and external indications of impairment, according to accounting principles defined in the Note 5.5 to the 2025 consolidated financial statements.

    The Group identified an impairment indicator in Germany, mainly triggered by a revision of mid-term customer demand for certain small molecules manufactured, which led Euroapi to decide to close one workshop and to consider the future of two others. Consequently, the related industrial assets were fully impaired as of June 30, 2026, for €26.8 million.

    Regarding the other CGUs, Euroapi has not identified at this stage any factor that would call into question the mid-term trajectory used for the 2025 impairment tests. The Group will perform an impairment test on all CGUs as of December 31, 2026, based on a mid-term plan to be updated in the second half of the year.

  6. Other non-current assets

    The amount €3.9 million as of June 30, 2026 includes €1.7 million of deposits provided to various third parties.

  7. ‌Inventories

    (in € million)

    June 30, 2026

    December 31, 2025

    Gross value

    Allowances

    Carrying amount

    Gross value

    Allowances

    Carrying amount

    Raw materials

    73.0

    (9.1)

    63.9

    69.4

    (6.3)

    63.2

    Work in progress

    307.3

    (11.1)

    296.2

    296.9

    (13.1)

    283.8

    Finished goods

    170.6

    (12.5)

    158.1

    173.7

    (25.5)

    148.2

    Total

    550.9

    (32.6)

    518.3

    540.0

    (44.8)

    495.2

    Inventories amount to €518.3 million as of June 30, 2026, versus €495.2 million as of December 31, 2025.

    Inventory allowance decreased from €44.8 million as of December 31, 2025, to €32.6 million as of June 30, 2026. This decrease is mainly attributable to the reclassification of EUROAPI Italy inventories to assets held for sale.

  8. Trade receivables

    Trade receivables break down as follows:

    (in € million)

    June 30, 2026

    December 31, 2025

    Gross value(a)

    114.3

    120.7

    Allowances

    (5.9)

    (5.8)

    Carrying amount

    108.4

    114.9

    (a) Trade receivables factored and derecognized amount to €17.6 million as of June 30, 2026 (€26.5 million as of December 31, 2025).

    (in € million)

    June 30, 2026

    December 31, 2025

    Trade receivables - third parties

    Trade receivables - related parties

    68.4

    40.0

    70.8

    44.1

    Carrying amount

    108.4

    114.9

    The table below shows the aging profile of overdue trade receivables, based on gross value:

    Not due -gross value

    (in € million)

    < 1 month past due

    1 to 3 months

    past due

    3 to 6 months

    past due

    6 to 12 months

    past due

    > 12 months Total past past due due - gross

    value

    June 30, 2026 100.7

    4.5

    2.6

    0.5

    0.1

    5.8 13.5

    December 31, 2025 107.5

    5.9

    0.8

    0.2

    1.8

    4.5 13.2

  9. Other current assets

    Other current assets comprise:

    (in € million)

    June 30, 2026

    December 31, 2025

    Tax receivables (a)

    21.1

    21.4

    Other receivables (b)

    8.6

    14.1

    Prepaid expenses

    11.6

    3.3

    Other current financial assets (c)

    5.7

    5.7

    Total

    47.0

    44.5

    1. In 2026, this caption includes €13.1 million in VAT receivables versus €15.5 million in 2025.

    2. In 2026, this caption includes mainly €1.5 million of receivable linked to the sale of EUROAPI UK Ltd (no change compared to December 31, 2025), and

      €2.4 million of insurance indemnity receivable (no change compared to December 31, 2025). The decrease over the period is linked to the reclassification of grants receivables for €4.7 million in Italy in the line "assets held for sale" as explained in Note 5.10.

    3. In 2026, this caption mainly comprises the current portion of the indemnity provided by Sanofi (€4.8 million in 2026 against €5.2 million in 2025) against environmental liabilities arising on non-operating sites (see Note 10.5).

  10. ‌Assets and liabilities held for sale and discontinued operations

    EUROAPI Italy assets and liabilities are reclassified in a different line "Assets held for sale" and "Liabilities directly associated with assets held for sale "for respectively €21.9 million in liabilities.

    As of June 30, 2026, the Group is engaged in a process to divest EUROAPI Italy and believes that the conditions required by IFRS 5 for classification as an asset held for disposal are met, particularly given the high probability of the transaction. However, as EUROAPI Italy does not represent either a major line of business or a separate significant geographical area of operations, it does not meet the definition of a discontinued operation under IFRS 5. Its contribution therefore remains included in continuing operations.

  11. ‌Equity

    Total equity stood at €668.0 million as of June 30, 2026.

    1. Share capital and share premium

      By decision of May 22, 2026 and June 24, 2026, the Board of Directors carried out two capital increases resulting from the definitive allocation of free shares to its employees for respectively €382,200 and €38,179.

      Based on the agreement signed on July 29, 2026 for the sale of EUROAPI Italy (see Note 10.1), the estimated fair value less costs to sell led the Group to fully impair the assets held for sale, amounting to

      €35.7 million as of June 30, 2026.

      As of June 30, 2026, EUROAPI's share capital amounted to €96.0 million and the share premium stood at €1,860.9 million.

      The table below shows movements in the share capital of EUROAPI for the periods presented:

      % of share capital Number of shares for the period

      June 30, 2026 96,010,156 100

      December 31, 2025 95,589,777 100

    2. Perpetual Hybrid Bond subscribed by Sanofi

      In October 2024, the Group issued a Perpetual Deeply Subordinated Hybrid Bond (TSSDI) for a total amount of €200 million subscribed by Sanofi, presented as equity. Transaction costs linked to this transaction have been recorded in deduction of equity for an amount of €2.0 million (net of income tax). Details regarding the implementation of this instrument are available in the consolidated financial statements for the year ended December 31, 2024.

      The capitalization of the interests constitute an off balance-sheet commitment of €27.7 million as of June 30, 2026 as mentioned in Note 10.2.

      5.11.3 Treasury shares

      At June 30, 2026, all treasury shares owned by EUROAPI are held under the liquidity agreement. Purchases and sales of EUROAPI shares under the liquidity agreement in first-half 2026 were as follows:

      2026

      2025

      Number of shares purchased during the year

      913,169

      1,676,754

      Number of shares sold during the year

      833,532

      1,636,493

      At June 30, 2026, EUROAPI held 481.508 treasury shares representing 0.50% of the share capital.

      5.11.4 Number of shares used to calculate earnings per share

      (in millions)

      June 30, 2026

      December 31, 2025

      Average number of shares outstanding

      94.7

      94.7

      Adjustment for share-based payment with dilutive effect

      0.4

      0.2

      Average number of shares used to compute diluted earnings per share

      95.1

      94.9

      Earnings per share and diluted earnings per share as of June 30, 2026 are presented in the consolidated income statement.

      5.11.5 Currency translation differences

      Cumulative currency translation differences amounted to €14.9 million as of June 30, 2026, and mainly related to Hungary for €17.5 million.

      5.11.6 Share-based payments

      Share-based payments are accounted for in accordance with the accounting principle described in Note 5.11 to the consolidated financial statements for the year ended December 31, 2025.

      ‌2026 EUROAPI performance share and restricted shares

      On May 27, 2026 EUROAPI's Board of Directors approved the implementation of a long-term incentive plan for the Group's key executives and managers, through free shares and performance share subject to performance and service conditions.

      The principal features of the plans granted are set out below:

      Stock option

      Stock option

      Performance

      share plan

      Stock option

      Performance

      share plan

      Stock option

      Performance

      share plan

      Free share

      plan 2022

      plan 2023

      2024 (a)

      plan 2024

      2025 (b)

      plan 2025

      2026

      plan 2026

      Date granted by the

      June 3,

      June 5,

      May 22,

      May 22,

      May 21,

      May 21,

      May 27,

      May 27,

      Board

      2022

      2023

      2024

      2024

      2025

      2025

      2026

      2026

      Total number of shares

      or options granted

      (in thousands)

      327.1

      405.4

      602.3

      623.0

      728.0

      760.5

      731.2

      390.8

      Vesting period

      4 years

      1 to 4 years

      3 years

      1 to 4 years

      3 years

      1 to 4 years

      3 years

      3 years

      June 3,

      June 5,

      May 22,

      May 21,

      2026 to

      2024 to

      2025 to

      2026 to

      June 3,

      June 3,

      May 22,

      May 22,

      Exercise period

      2031

      2032

      NA

      2033

      NA

      2034

      NA

      NA

      Exercise price

      13.91

      10.30

      NA

      3.30

      NA

      2.75

      NA

      NA

      Shares or options

      delivered or canceled

      197.1

      277.6

      213.9

      347.6

      106.8

      147.5

      -

      -

      Outstanding shares or

      options at June 30, 2026

      130.0

      127.8

      388.4

      275.4

      621.2

      613.0

      731.2

      390.8

      Share price at grant date

      in euros (a)

      14.20

      10.18

      3.30

      3.30

      2.75

      2.75

      1.47

      1.47

      Fair value per share

      or option in euros (b)

      4.51

      3.25

      3.25

      1.57

      2.71

      1.47

      1.45

      1.45

      1. The 2024 performance share plan is subject to internal performance conditions (CDMO, highly differentiated products and two ESG indicators: carbon footprint of main 30 products and reduction production hazardous waste).

      2. The 2025 performance share plan is subject to internal performance conditions (revenue, operational expenses and ESG indicators: GHG emission, water withdrawal, VOC Air emissions and waste recycling).

      3. The 2026 performance share plan is subject to internal performance conditions (revenue and core EBITDA margin).

      The total amount of share-based payments recognized as an expense in the consolidated income statement amounted to €0.3 million (including payroll taxes) in first-half 2026 against €1.1 million in first-half 2025.

  12. ‌Lease liabilities

    Lease liabilities comprise:

    (in € million)

    June 30, 2026

    December 31, 2025

    Non-current lease liabilities

    14.9

    16.3

    Current lease liabilities

    3.5

    3.6

    Total lease liabilities

    18.4

    19.9

    Total cash outflows on leases (excluding annual lease expense on short-term leases and low-value assets) amounted to €2.5 million for the 6-months period ended June 30, 2026 (of which €2.3 million in repayments of lease liabilities and €0.2 million in interest).

    A maturity analysis of lease liabilities as of June 30, 2026 is presented below:

    Future minimum lease payments

    (in € million)

    Total

    Less than

    1 year

    From 1 to

    3 years

    From 3 to

    5 years

    More than 5 years

    Total lease liabilities as of June 30, 2026

    18.4

    3.6

    5.1

    4.3

    5.4

    Total lease liabilities as of December 31, 2025

    19.9

    3.6

    5.6

    4.2

    6.5

  13. ‌Non-current provisions

    The table below shows movements in non-current provisions:

    (in € million)

    Provisions for environmental

    risks (a)

    Provisions for pensions and other post-employment

    benefits

    Provisions for other long-term benefits (b)

    Other provisions (c)

    Total

    Balance at December 31, 2025

    27.6

    61.4

    25.5

    36.2

    150.6

    Additions to provisions

    -

    0.7

    0.4

    0.2

    1.2

    Reversals of provisions (utilizations)

    -

    -

    (0.1)

    (1.4)

    (1.5)

    Reversals of surplus provisions

    -

    -

    -

    (0.5)

    (0.5)

    Transfers

    (0.2)

    -

    -

    (0.2)

    (0.5)

    Net interest related to employee benefits, and discounting effect

    0.5

    0.9

    0.1

    0.5

    2.0

    Currency translation differences

    0.3

    0.2

    -

    -

    0.5

    Reclassification Assets/Liabilities held for sale (d)

    (3.6)

    (0.4)

    (0.2)

    (0.7)

    (4.9)

    Actuarial gains and losses on defined-benefit plans (e)

    -

    0.3

    -

    -

    0.3

    Balance at June 30, 2026

    24.5

    63.0

    25.7

    34.1

    147.3

    1. The non-current portion of the provision for environmental risk amounts to €24.5 million as of June 30, 2026, mainly concerning France and Germany. The current portion of the provision for environmental risk amounts to €5.2 million and is presented in Note 5.16.

      The non-current portion of the provision for environmental risk amounts to €27.6 million as of December 31, 2025, mainly concerning France and Germany. The current portion of the provision for environmental risk amounts to €8.1 million and is presented in Note 5.16.

    2. The €25.7 million in this aggregate comprises seniority bonuses for €11.0 million (of which €7.6 million in France and €3.1 million in Germany) and

      €14.7 million in long-term provisions for vacation in France as of June, 2026.

      The €25.5 million in this aggregate comprises seniority bonuses for €11.1 million (of which €7.6 million in France and €3.0 million in Germany) and

      €14.5 million in long-term provisions for vacation in France as of December, 2025.

    3. This item mainly comprises restoration provisions for leased buildings in Germany (€29.0 million) and provisions for litigation mainly in France for €3.9 million as of June, 2026.

      This item mainly comprises restoration provisions for leased buildings in Germany (€28.5 million) and provisions for litigation mainly in France, Japan and Italy for €5.9 million as of December, 2025.

    4. See Note 5.10

    5. The positive €0.3 million impact on the line "actuarial gain and losses on defined-benefit plans" (of which negative €0.1 million in Germany and France and positive €0.5 million in Hungary) is linked to the update of discount rates as explained in Note 5.13.1.

    1. Provisions for pensions and other post-employment benefits

      EUROAPI offers its employees pension plans and other post-employment benefits. The specific features of the plans (benefit formulas, fund investment policy and fund assets held) vary depending on the applicable laws and regulations in each country. Employee benefits are accounted for in accordance with IAS 19. The principles of the main defined-benefit plans in the two main countries are described in Note 5.13 to the 2025 consolidated financial statements.

      The main assumptions used at June 30, 2026 are in line with those used at the previous year-end closing (described in Note 5.13 of 2025 consolidated financial statements), except for the discount rates that have been updated in France (4.00%), in Germany (between 3.30% and 4.30%) and in Hungary (5.00%), impacting the line "actuarial gains and losses on defined-benefit plans" as disclosed in the table above.

  14. ‌Other non-current liabilities

    Other non-current liabilities amount to €51.3 million as of June 30, 2026 and are mainly composed of:

    • €2.4 million related to a portion of the IPCEI aid received by the French government, accounted for as a forgivable loan. No change compared to December 31,2025. See more detail in Note 10.4;

    • €48.8 million related to non-current portion of capacity reservation received from Sanofi in France and in Germany (see Note 5.19).

  15. Trade payables

    Trade payables break down as follows:

    (in € million)

    June 30, 2026

    December 31, 2025

    Trade payables - third parties

    Trade payables - related parties

    80.4

    37.1

    88.5

    22.1

    Carrying amount

    117.5

    110.5

  16. ‌Other current liabilities

    Other current liabilities break down as follows:

    (in € million)

    June 30, 2026

    December 31, 2025

    Customer contract liabilities (a)

    13.5

    12.6

    Current income tax liabilities

    1.7

    1.4

    Taxes payable, other than corporate income taxes

    2.9

    6.0

    Employee-related liabilities

    38.8

    45.2

    Provisions (b)

    38.8

    24.1

    Amounts payable for acquisitions of non-current assets

    13.3

    28.3

    Other current liabilities (c)

    17.9

    17.9

    Total

    126.8

    135.5

    1. See Note 5.19.

    2. As of June 30, 2026, provisions amounted to €38.8 million, and mainly comprised the current portion of environmental provisions (€5.3 million), the current portion of provision for pensions and other post-employment benefits (€3.7 million) and restructuring provisions in Germany and France (€28.5 million).

      As of December 31, 2025, provisions amounted to €24.1 million, and mainly comprised the current portion of environmental provisions (€8.1 million), the current portion of provision for pensions and other post-employment benefits (€3.2 million) and restructuring provisions (€7.1 million).

    3. As of June 30, 2026 and December 31, 2025, this caption comprises the advance received by the French government related to the IPCEI Med4Cure project for the part considered as a government grant (see Note 10.4).

  17. ‌Derivative financial instruments

The foreign exchange hedging policy for operating and financial risk exposure is described in Note 9.1. The table below shows the fair value of derivative instruments as of June 30, 2026:

(in € million)

Non-

current assets

Current assets

Total assets

Non-

current liabilities

Current liabilities

Total liabilities

Market value at

June 30, 2026

(net)

Market value at

December 31,

2025 (net)

Currency derivatives

Operating

-

-

-

-

0.5

0.5

(0.5)

0.2

Financial

-

0.6

0.6

-

-

-

0.6

(0.1)

Total

-

0.6

0.6

-

0.5

0.5

0.1

0.1

Currency derivatives used to manage operating risk exposures

The table below shows operating currency hedging instruments in place as of June 30, 2026. The notional amount is translated into euros at the relevant closing exchange rate:

Of which derivatives designated as cash flow hedges Of which derivatives not designated as hedging instruments for accounting purposes

June 30, 2026

(in € million)

Notional amount

Mark-to-market

Montant notionnel

Mark-to-Market

Forward currency sales

17.0

(0.5)

-

-

Of which USD

17.0

(0.5)

-

-

Forward currency purchases

0.3

-

-

-

Of which USD

0.3

-

-

-

Total

17.3

(0.5)

-

-

‌Currency derivatives used to manage financial exposure

The cash pooling arrangements for foreign subsidiaries outside the eurozone, and some of EUROAPI's financing activities, expose EUROAPI SA (holding company) to financial foreign exchange risk (i.e., the risk of changes in the value of loans and borrowings denominated in a currency other than the functional currency of the lender or borrower).

The table below shows financial currency hedging instruments in place as of June 30, 2026. The notional amount is translated into euros at the relevant closing exchange rate:

June 30, 2026

(in € million)

Notional amount

Mark-to-market

Forward currency sales

4.1

-

Of which USD

1.3

-

Of which HUF

2.8

-

Forward currency purchases

50.5

0.6

Of which USD

3.9

0.1

Of which HUF

44.2

0.5

Of which JPY

2.4

-

Total

54.6

0.6

‌5.18 Debt, cash and cash equivalents

Changes in financial position during the period were as follows:

(in € million)

June 30, 2026

December 31, 2025

Long-term debt

-

-

Short-term debt and current portion of long-term debt

90.5

45.5

Interest rate and currency derivative used to manage debt

(0.6)

0.1

Total debt (a)

89.9

45.6

Cash and cash equivalents

(52.0)

(113.8)

Net debt/(Net cash) (a)

38.0

(68.2)

(a) As of June 30, 2026 and as of December 31, 2025, net debt does not include (i) lease liabilities, which amounted respectively to €18.4 million and to

€19.9 million and (ii) EUROAPI Italy net cash position which has been reclassified as asset held for sales in first-half 2026.

The table below shows an analysis of net debt by type:

(in € million)

June 30, 2026

December 31, 2025

Non-current

Current

Total

Non-current

Current

Total

Bond issues

-

-

-

-

-

-

Other borrowings

-

90.5

90.5

-

45.5

45.5

Bank credit balances

-

-

-

-

-

-

Interest rate and currency derivative used to manage debt

-

(0.6)

(0.6)

-

0.1

0.1

Total debt (a)

-

89.9

89.9

-

45.6

45.6

Cash and cash equivalents

-

(52.0)

(52.0)

-

(113.8)

(113.8)

Net debt/(Net cash) (a)

-

38.0

38.0

-

(68.2)

(68.2)

(a) As of June 30, 2026 and as of December 31, 2025, net debt does not include (i) lease liabilities, which amounted respectively to €18.4 million and to

€19.9 million and (ii) EUROAPI Italy net cash position which has been reclassified as asset held for sales in first-half 2026.

Cash and cash equivalents include overnight investment facility (liquid short-term investments) amounting to €35.6 million as of June 30, 2026 (versus €80.3 million as of December 31, 2025).

Net debt includes an amount of €90 million drawn under the RCF Loan Agreement as of June 2026 (versus €45 million as of December 31, 2025), recorded in other borrowings (see Note 9.3).

5.19 Customer contract liabilities

Customer contract liabilities amounted to €62.3 million as of June 30, 2026, compared to €64.8 million as of December 31, 2025.

(in € million)

June 30, 2026

December 31, 2025

Non-current customer contract liabilities

48.8

52.3

Current customer contract liabilities

13.5

12.6

Total customer contract liabilities

62.3

64.8

This €2.5 million decrease is mainly due to Sanofi contract recognition in net sales. The contract liabilities breakdown is as follow:

  • €52.5 million of capacity reservation received from Sanofi in France and in Germany (of which €48.9 million classified as non-current and €3.7 million classified as current), compared to €53.2 million as of December 31, 2025. In 2026, an amount of €0.6 million has been recognized in net sales under this contract;

  • €4.1 million due to CDMO contracts, mainly in Germany for €1.7 million and Újpest for €2.2 million;

  • €5.5 million corresponding to advance payments from Sanofi for the modernization of equipment related to API product at Frankfurt site that is recognized over the period 2025-2027 in net sales in proportion of the delivery of the APIs. In 2026, an amount of €1.2 million has been recognized in net sales.

‌Note 6. Notes to the income statement

  1. ‌Net sales and other revenues

    Net sales amounted to €356.5 million as of June 30, 2026 (see Note 8.2).

  2. ‌Research and development expenses

    (in € million)

    June 30, 2026

    June 30, 2025

    Research and development

    (12.6)

    (10.2)

    Total

    (12.6)

    (10.2)

    In half-year 2026, the total amount of research and development costs includes (i) €1.2 million of research tax credit in France, Germany and Hungary, compared to €4.5 million in first-half 2025 and (ii) €0.7 million of IPCEI funding as explained in Note 10.4, compared to €1.0 million in first-half 2025. The cumulative amount of grant related to IPCEI recognized from 2023 as a reduction of research and development expenses amounts to €2.9 million.

  3. ‌Personnel costs

    Total personnel costs (other than termination benefits, presented in Note 6.6) include the following items:

    (in € million)

    June 30, 2026

    June 30, 2025

    Salaries

    (96.7)

    (103.5)

    Social security charges and defined contribution plan (a)

    (29.7)

    (31.6)

    Defined benefit plans, and voluntary and statutory profit-sharing schemes

    (3.6)

    (6.2)

    Stock options and other share-based payment expense (b)

    (0.3)

    (1.1)

    Other employee benefits

    (2.6)

    (3.8)

    Total

    (132.9)

    (146.2)

    1. In first-half 2026, defined-contribution plan expenses amounted to €3.6 million, versus €3.3 million in first-half 2025.

    2. This amount includes payroll costs. See details of EUROAPI share plans in Note 5.11.

  4. ‌Other operating income and expenses

    Other operating income and expenses amounted to €0.7 million in first-half 2026, mainly due to €0.8 million of foreign exchange losses on operating items in first-half 2026.

    In first-half 2025, other operating income and expenses amounted to €0.8 million, mainly due to €2.8 million of insurance indemnity recorded in EUROAPI France for compensation of a damage occurred in Vertolaye; offset by

    €2.0 million of foreign exchange losses on operating items.

  5. ‌Impairment of assets

    In first-half 2026, the total impact of impairment loss amounts €63.0 million, compared to a loss of €3.0 million in first-half 2025. The impairment recognized in the period concerns Germany and Italy as explained in Notes 5.5 and 5.10.

  6. ‌Restructuring costs, similar items

    Restructuring costs correspond to expenses incurred in connection with the transformation or reorganization of the EUROAPI Group's operations and support functions. These costs include collective redundancy plans, compensation awarded to third parties for the early termination of contracts, commitments made in connection with transformation and reorganization decisions, and idle costs related to the temporary shutdown of sites or production lines associated with such programs.

    They also include accelerated depreciation charges arising from closures of production facilities (including leased facilities), and losses on any resulting asset disposals.

    In addition, restructuring costs and similar items comprise expenses (both internal and external) incurred in connection with FOCUS-27 plan.

    Restructuring costs and similar items breaks down as follows:

    (in € million)

    June 30, 2026

    June 30, 2025

    Employee-related expenses Charges, gains or losses on assets

    Transformation programs and other costs

    (42.5)

    - (22.3)

    (13.7)

    - (26.6)

    Total

    (64.8)

    (40.3)

    Employee-related expenses of €42.5 million as of June 30, 2026, is composed of redundancy plan impact in EUROAPI Germany and EUROAPI France.

    In the first-half 2026, transformation programs and other costs include internal and external expenses, related to FOCUS-27 transformation plan described in Note 3.2 of which :

    • €12.1 million of idle costs related to temporary shutdown of production lines (compared to €21.6 million in first-half 2025), impacting mainly Frankfurt with the extended impact of the decision in 2024 to discontinue certain APIs;

    • €8.2 million of costs related to the shutdown of two workshops in Germany.

  7. ‌Other gains and losses and litigation

    In the first-half 2026, other gains and losses and litigation are nil. In first-half 2025, other gains and losses and litigation aggregate is fully composed of the consolidated gain related to the sale of EUROAPI UK., including the CTA recycling from consolidated statement of comprehensive income to profit and loss for €11.5 million.

  8. ‌Financial income and expenses

An analysis of financial income and expenses is presented below:

(in € million)

June 30, 2026

June 30, 2025

Cost of debt (a)

Interest income (b)

Cost of net debt

(1.7)

0.4

(1.3)

(1.8)

0.4

(1.4)

Other financial expenses

(0.4)

(0.6)

Non-operating foreign exchange gains/(losses)

1.1

1.5

Borrowing costs capitalized on tangible & intangible assets

0.1

0.6

Discounting effect of provisions (c)

(1.1)

(0.8)

Net interest cost related to employee benefits

(1.5)

(1.4)

Net interest expense on lease liabilities

(0.2)

(0.2)

Net financial income/(expense)

(3.4)

(2.3)

Of which financial expenses

(8.8)

(4.9)

Of which financial income

5.4

2.6

  1. The cost of debt is linked to the RCF (interests and commitments and utilization fees).

  2. Interest income include €0.3 million of revenue linked to overnight investment facility.

  3. See detail in Note 5.13.

‌Note 7. Taxes

The table below shows the allocation of income tax expense between current and deferred taxes:

(in € million)

June 30, 2026

June 30, 2025

Current taxes

Deferred taxes

(1.0)

(1.4)

(2.5)

4.1

Total

(2.4)

1.5

Income/(loss) before tax

(139.2)

(30.1)

The difference between effective tax income and the standard corporate income tax applicable in France can be explained as follows:

(in € million)

June 30, 2026

June 30, 2025

Income before taxes

Standard tax rate applicable in France

(139.2)

25.83 %

(30.1)

25.8 %

Theoretical tax income/(expense)

35.9

7.8

Impact of permanent differences (a)

(0.1)

(0.7)

Research tax credit

0.3

0.6

Differences in tax rates

(1.3)

0.8

Impact of non-recognized deferred tax assets

(38.2)

(8.0)

Perpetual Hybrid Bond

1.0

1.3

Other

(0.1)

(0.2)

Effective tax income/(expense)

(2.4)

1.5

  1. In the first-half 2026, no Pillar 2 impact.

Deferred tax assets are recognized under the same assumptions than those described in consolidated financial statements as of December 31, 2025. Deferred taxes are accordingly fully depreciated in France, Germany, Italy and partially depreciated in Hungary.

As of June 30, 2026, deferred tax assets amounted to

€18.6 million, of which €16.6 million in Hungary. Unrecognized deferred tax assets amounted to €238.5 million which are related to France, Germany, Hungary and Italy.

‌Note 8. Segment information

  1. ‌Segment results

    EUROAPI measures the operating performance of its operating segment on the basis of "Core EBITDA", the key internal performance indicator monitored by the Group.

    Core EBITDA is determined by adding the following items back to operating income or loss determined under IFRS:

    1. depreciation and amortization expense (see consolidated statements of cash flows);

    2. impairment losses charged against intangible assets and property, plant and equipment, net of reversals (see Note 5.4);

    3. restructuring costs and similar items (see Note 6.5);

    4. charges to provisions for environmental risks, net of reversals of unused provisions (see Note 5.13); and

    5. any other amounts relating to other items regarded as unusual in nature or size.

      A reconciliation of "Core EBITDA" to "Operating income/(loss)" as of June 30, 2026 and June 30, 2025 is shown below:

      (in € million)

      June 30, 2026

      June 30, 2025

      Operating income/(loss) (EBIT)

      (135.7)

      (27.8)

      (+)

      Depreciation, amortization and impairment

      92.6

      32.7

      Operating income/(loss) before depreciation, amortization and impairment (EBITDA)

      (43.1)

      5.0

      (+)

      Restructuring costs and similar items excluding depreciation, amortization and impairment (a)

      63.8

      39.3

      (+)

      Increase in provisions for environmental risks, net of reversals of surplus provisions

      -

      0.0

      (+)

      Other (b)

      0.0

      (4.7)

      Core EBITDA

      20.7

      39.5

      1. See Note 6.6

      2. "Other" for 2025 corresponds to the consolidated gain related to the sale of UK.

  2. ‌Additional information

An analysis of net sales by category is provided below:

(in € million)

June 30, 2026

June 30, 2025

API Solutions

241.9

299.7

CDMO

114.7

112.4

Total net sales

356.5

412.1

An analysis of net sales by product type is provided below:

(in € million)

June 30, 2026

June 30, 2025

Large molecules

31.1

29.8

Highly potent molecules

34.9

30.9

Biochemistry molecules derived from fermentation

40.8

52.8

Complex chemical synthesis molecules

249.8

298.6

Total net sales

356.5

412.1

The total net sales of €356.5 million excluding €124.3 million sales to Sanofi (mainly invoiced to several entities located in Europe), are broken down by destination region as follows:

June 30, 2026

of which

of which

Total

sales to

of which

rest of

North

Asia-

Rest of the

(in € million)

EUROAPI

Sanofi

Europe

France

Europe

America

Pacific

World

Net sales

356.5

124.3

155.6

53.4

102.2

35.7

34.3

6.7

The analysis of 2025 net sales by geographical region is breakdown as below:

June 30, 2025

of which

of which

Total sales to

of which

rest of

North

Asia-

Rest of the

(in € million)

EUROAPI Sanofi

Europe France

Europe

America

Pacific

World

Net sales

412.1

183.4

142.8

41.9

100.9

31.3

49.3

5.3

An analysis of 2026 non-current assets by geographical region is breakdown as below:

June 30, 2026

Total

of which

of which rest of

North

Asia-

Rest of the

(in € million)

EUROAPI

Europe France

Europe

America

Pacific

World

Non-current assets, excluding DTA and other non-current assets :

- property, plant and equipment

435.4

435.4

222.2

213.2

-

-

-

- right of use

34.4

33.7

6.9

26.8

0.2

0.4

-

- goodwill

-

-

-

-

-

-

-

- intangible assets

23.9

23.9

22.3

1.6

-

-

-

An analysis of 2025 non-current assets by geographical region is breakdown as below:

December 31, 2025

of which

Total

of which

rest of

North

Asia-

Rest of the

(in € million)

EUROAPI

Europe France

Europe

America

Pacific

World

Non-current assets, excluding DTA and other non-current assets :

- property, plant and equipment

450.9

450.9

214.3

236.6

-

-

-

- right of use

35.7

35.0

6.9

28.1

0.1

0.5

-

- goodwill

-

-

-

-

-

-

-

- intangible assets

26.7

26.7

25.1

1.7

-

-

-

‌Note 9. Risk exposure

  1. ‌Foreign exchange risk

    The EUROAPI Group sells in over 80 countries. Group entities are exposed to foreign exchange risk when they enter into transactions in a currency other than their functional currency.

    The Group implements a foreign exchange hedging policy aimed at reducing its exposure to foreign exchange risks in its main currencies (USD, HUF and JPY) as detailed in Note 5.17.

    • Since the first-half 2026, the Group applies cash flow hedge accounting in accordance with IFRS 9 to hedge part of its exposure to future cash flow variability, mainly related to sales denominated in USD, on highly probable future cash flows. As part of this policy, derivative financial instruments-essentially forward foreign exchange contracts-are designated as cash flow hedge instruments in accordance with IFRS 9 requirements. The effective portion of changes in the fair value of these instruments is recognized in Other Comprehensive Income (OCI) and accumulated in equity within the hedging reserve. The amounts deferred in equity are reclassified to profit or loss when the hedged cash flows occur and affect operating profit. The Group documents hedging relationships at inception and performs regular assessments of their effectiveness to ensure they continuously meet the hedge accounting criteria under IFRS 9.

  2. ‌Interest rate risk

    The only interest rate exposure is that linked to the use of the RCF.

    Loans borrowed under the RCF Loan Agreement bear interest at a EURIBOR-indexed variable rate, plus an applicable margin.

  3. ‌Liquidity risk

    In October 2024, EUROAPI has set up a secured RCF Loan Agreement for €451 million, drawable in euros, with maturating in February 26, 2029.

    The purpose of the RCF Loan Agreement is to finance the Group's general corporate purposes and the FOCUS-27 plan. It is governed by French law. As a general rule, drawdowns are not subject to prior authorization from the Lenders but are subject only to the absence of an early repayment event and the accuracy of the customary representations.

    The RCF Loan Agreement contains certain affirmative and negative commitments, subject to the usual exceptions for this type of financing, including:

    • The commitment not to divest more than €200 million of consolidated assets (excluding EUROAPI UK and EUROAPI Italy) over the life of the facility;

    • For the residual exposure and for non-commercial transactions (internal loans denominated in foreign currencies), EUROAPI enters into forward purchase and sale contracts. These derivative instruments are not designated as hedging instruments for accounting purposes. They are initially and subsequently measured at fair value, with changes in fair value recognized in the income statement under "Other operating income", "Financial income" or "Financial expenses", depending on the nature of the underlying economic item. They are recorded under "Other current assets" and "Other current liabilities" in the statement of financial position.

      The consolidated financial statements are presented in euros. The principal currencies other than the euro in which transactions are denominated are the US dollar (USD), Hungarian forint (HUF), pound sterling (GBP) and Japanese yen (JPY).

      The applicable margin level is reviewed every six months. The margin varies within a range of 1.35% and 2.10% as a function of the covenant (leverage ratio) defined in Note 9.3.

    • The commitment not to make acquisitions exceeding €25 million over the life of the facility;

    • Permitted indebtedness: factoring basket of €100 million (with recourse factoring up to €50 million), other financial indebtedness basket of €50 million;

    • The commitment not to create certain security interests (pledges);

    • The commitment not to enter into any amalgamation, demerger or merger;

    • The commitment not to declare, make or pay any dividend;

      • The commitment not to amend, vary, novate, supplement, supersede, waive or terminate any term of the Sanofi Subordinated Debt Instrument or grant any consent under the Sanofi Subordinated Debt Instrument without the consent of all the Lenders;

      • The commitment not to grant loans to third parties or enter into transactions involving derivatives of a speculative nature;

      • A covenant tested every three months on Available Liquidity (including Available Commitments) stipulating that the level is no less than €50 million. On June 30, 2026, available liquidity is €413 million.

      • From June 2027 onwards, a covenant tested every six months stipulating that the ratio of total net debt to consolidated core EBITDA may not exceed 4.00. The covenant represents total net debt being defined as the consolidated financial debt less available cash and cash equivalent investments and the consolidated Core EBITDA as disclosed in the financial report of the Group for the relevant testing date adjusted by disapplying IFRS 16;

  4. ‌Customer credit risk

    The Group monitors all customer risks (see Note 5.8).

    To this end, all customer creations are checked by the Credit Management Department with a financial information tool. The financial assessment of the customer is carried out at least once a year for infrequent customers, and three to four times a year for regular customers, to ensure their financial soundness.

    • It also provides for, inter alia, an event of repayment and/or early cancellation in the event of a change in control of the Company at the request of any lender after a conciliation period of at least 60 days. A change of control would occur in the event that (i) Sanofi ceases to hold, directly or indirectly, on a fully diluted basis, at least 15% of the capital and voting rights of the Company and ceases to hold, directly or indirectly, the right to appoint or dismiss a member of the Board of Directors of the Company,

(ii) any person (other than Sanofi) or group of persons acting in concert (unless Sanofi would hold a majority share in such a group), would acquire more than 50% of the voting rights of the Company or (iii) all or a substantial portion of the Group's assets would be sold to a non-Group member (in one or more transactions).

The EUROAPI Group has set up an internal cash pooling arrangement between the parent company and its subsidiaries to centralize the Group's liquidity. In December 2025, Sanofi and EPIC Bpifrance, have agreed to extend further the duration of their lock-up until December 18, 2026, subject to customary exceptions.

The EUROAPI Group has set up an internal cash pooling arrangement between the parent company and its subsidiaries to centralize the Group's liquidity.

‌Note 10. Other information

  1. ‌Subsequent events

    As of July 29, 2026, EUROAPI signed a share purchase agreement for the sale of EUROAPI Italy S.R.L to Huvepharma EOOD for €5 million (enterprise value). EUROAPI will support the site during a two-year transition period, with contributions totaling €60 million aimed at funding operations, Capex and transformation initiatives (33% will be paid at closing and the balance over this two-year period). Representation and warranties are provided by the seller but the liability is capped at €15 million. The transaction is expected to close before year-end of 2026, subject to customary conditions precedent. This will result in the recognition of a loss in the second half of the year in respect of the investment contribution commitments made, the amount of which will depend on working-capital and closing account adjustments.

  2. ‌Off-balance sheet commitments

Off-balance sheet commitments linked to the Master Carve Out Agreement

In connection with the Preliminary Reorganization Transactions, EUROAPI and Sanofi signed a Master Carve Out Agreement effective October 1, 2021, setting out the general principles and arrangements for transferring the assets and liabilities associated with EUROAPI's activities. This agreement was amended on February 25, 2022.

These agreements set certain limitations on liabilities in respect of the transferred activities and the related assets and liabilities, and certain indemnity undertakings, that impact EUROAPI's consolidated financial statements for the period ended June 30, 2026.

The indemnities granted by Sanofi under the Master Carve Out Agreement are described below.

Certain non-transferred environmental liabilities retained by Sanofi

Sanofi retains the remediation obligation relating to the "Marat" parcel of land situated close to the Vertolaye site in France; only the freehold of that parcel of land was transferred as of October 1, 2021, with the transfer of the operating license contingent on Sanofi completing the remediation work. That undertaking is valid until the earlier of (i) completion of the principal remediation measures as required and attested by the competent authorities, and (ii) the date on which administrative responsibility for the environmental situation at the "Marat" parcel of land is transferred to the EUROAPI Group.

The legal remediation obligation retained by Sanofi, and reflected in the historical financial statements in an amount of €14.6 million, was not transferred to EUROAPI.

Certain undertakings in favor of BASF Agri production SAS (BASF)

Sanofi made an undertaking in the form of a

€21 million guarantee to indemnify EUROAPI against any loss it may incur in respect of an obligation, under a carve out agreement between BASF and Sanofi dated February 13, 2004 (as amended, in particular by the tripartite agreement dated September 28, 2021) that was transferred to EUROAPI at the same time as the transfer of the Saint-Aubin-lès-Elbeuf site pursuant to the Preliminary Reorganization Transactions, to indemnify BASF for losses incurred as a result of environmental incidents.

This undertaking represents an off-balance sheet commitment received as of June 30, 2026.

Environmental insurance contracted by Sanofi

In accordance with the undertakings made in the Master Carve Out Agreement, EUROAPI is covered by environmental insurance contracted by Sanofi for a 10-year period commencing October 1, 2021, providing coverage of up to €50 million for environmental liabilities not yet identified as of the transfer date and originating prior to implementation of the Preliminary Reorganization Transactions (or in some cases, prior to the EUROAPI initial public offering). The insurance is subject to the customary exclusions for environmental liability cover. The policy, the entire cost of which is borne by Sanofi, was transferred to EUROAPI at the date of the initial public offering. It was provided by the controlling entity until completion of the transaction, and covers EUROAPI against public liability in respect of pollution and remediation.

This undertaking constitutes an off-balance sheet commitment received.

Off-balance sheet commitments linked to the Global Manufacturing and Supply Agreement

Consistently with their long-established relationship, EUROAPI and Sanofi entered into a Global Manufacturing and Supply Agreement on

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