2025 URD

1. Chairman's statement 1

2. Our markets 4

3. Our businesses 6

4. Our history 8

5. Our objectives and strategy 10

6. Our commercial activity 12

7. Supply chain management 14

8. Our suppliers 15

9. Our French customers 16

10. Our international customers 17

11. Our financial key figures 18

12. Our extra-financial key figures 20

13. Our real estate 22

14. Our Board of Directors 24

15. Our Executive Committee 25

16. Governance organisation chart 26

1. Risk factors 149

2. Insurance 153

3. Internal control 154

1. General information 157

2. Our companies 158

1. Main financial indicators 180

2. Consolidated accounts 2025 184

3. Notes to the consolidated 187

   financial statements

4. Statutory Auditors' report 207

1. Organisation chart 28

2. Executive Committee 29

3. Board of Directors 32

4. Audit committee 37

5. Sustainable development committee 38

6. Remuneration and nomination committee 39

7. Training of Board members 40

8. Executives' remunerations 41

9. Share performance 54

10. Composition of capital 56

11. Looking ahead to 2026 58

12. 2025 Annual General Meeting 59

13. Shareholders' relations 60

14. Summary of questions and answers 62

1. Parent company financial statements 211

2. Statutory Auditors' report 220

   on the annual accounts

3. Statutory Auditors' special report 222

   on regulated agreements

4. Statutory Auditors 223

1. Cross-reference table of the Universal 225

   Registration Document

2. Cross-reference table for the annual 228

   financial report including the management report and the corporate governance report

3. Declaration by the person responsible 228

1. Introduction 64

   SUSTAINABILITY STATEMENT 70

2. General information 70

3. Environment 88

4. Social 118

5. Governance 135

6. Summary of indicators 141

1. Chairman's statement 1

2. Our markets 4

3. Our businesses 6

4. Our history 8

5. Our objectives and strategy 10

6. Our commercial activity 12

7. Supply chain management 14

8. Our suppliers 15

9. Our French customers 16

10. Our international customers 17

11. Our financial key figures 18

12. Our extra-financial key figures 20

13. Our real estate 22

14. Our Board of Directors 24

15. Our Executive Committee 25

16. Governance organisation chart 26

1. OUR MARKETS

   Although the business lines of our various subsidiaries are quite similar, our organisation by market ensures a good spread of risks. Most of the markets in which we operate are linked to primary needs. For example: protection from cold and heat (heating and cooling), washing (domestic hot water, sanitation), hydration (drinking water supply), food (food industry), healthcare (pharmaceutical industry). What's more, most of our products are sold for maintenance and renovation.

   These characteristics give us a natural resilience in times of crisis and protect us from cyclical risks. Over the next six years, energy renovation programmes should boost our construction business in France. In the longer term, our group has a great card to play in Europe in the industrial valves market, which is still fairly fragmented. In 2022, the acquisition of DPI gave us the opportunity to become a supplier to the major players in the French public works sector. Entering this new market means that we can spread our risks even further.

   Fluid circuits in buildings

   = 41.1% of our turnover

   
   
   

   80% of sales

   in maintenance and renovation

   37.4 million

   housing units in France (01/2025)

   of which 5.4 million thermally inefficient

   €3.6 billion

   distributed in 2025 and 341,000 energy renovations in 2024

   EEC allocated to the building sector: approximately

   4 billion in 2025

   We offer all the accessories and equipment needed to ensure the proper circulation of water in heating and sanitary installations for the individual housing, collective housing and tertiary sector markets. We also offer complete ranges for controlling indoor air quality and temperature. Our subsidiaries target wholesalers, DIY superstores, online retailers and certain manufacturers.

   Regulatory changes (RE2020) aim to save water and energy and reduce carbon emissions from buildings, while ensuring the comfort and safety of residents and users. They stimulate innovation and lead us to offer solutions with higher added value.

   MaPrimeRénov', funded by the public authorities, and Energy Saving Certificates, funded by energy suppliers and distributors, constitute a theoretical funding envelope that we estimate at around €7.5 billion for 2025, to €7 billion in 2023. Taking all sectors, energy use is the leading source of greenhouse gas emissions in France: accounting for at least 258 Mt CO2 in 2024, or around 70% of the national total. Residential and tertiary buildings emit 55 Mt (15%), which means that energy renovation will remain a national priority for many years to come (source: https://www.statistiques.developpement-durable.gouv.fr).

   
   
   

   The bulk of our business is based on maintenance and renovation; these are resilient 'needs' markets in which we are very well positioned and highly responsive.

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

   ROBINETTERIE, COMPTEURS & RACCORDS

   See details of each company in chapter 5.2 of this document.

   Fluid circuits in industry

   = 29.0% of our turnover

   
   
   

   H2O

   GAS

   STEAM

   
   
   

   ...

   
   
   

   General industry

   Energy and waste

   Chemical and petrochemical industry

   Food industry

   Pharmaceutical industry

   Most industrial sites carry fluids in liquid or gaseous form. Six of our subsidiaries distribute manual and motorised valves, dampers, filters, fittings and regulation and control accessories tailored to maintenance operations and new-build projects.

   We are present with virtually all distributors of industrial valves and industrial supplies, engineering companies, machine builders and some major chemical accounts. We are constantly expanding our product ranges. We are also working with factories to promote our ranges and establish our brands.

   Sodeco Valves, based in Belgium, focuses on large industrial sites. This market is likely to be dynamic in the medium term due to Europe's desire to regain its independence in strategic sectors and the necessary investments to be made for the ecological transition of industry.

   
   
   
   
   
   
   
   
   
   
   
   
   
   
   

   ROBINETTERIE, COMPTEURS & RACCORDS

   
   
   

   See details of each company in chapter 5.2 of this document.

   Domestic pumps

   (watering, swimming pool, lifting, rainwater harvesting) = 16.6% of our turnover

   
   
   

   19 million

   private gardens, 20 to 25% of which are equipped with a watering pump

   1.7 million

   underground tanks in France

   Domestic wastewater lifting: 5 million households with non-collective sanitation homes, including 2 million that need to be brought into compliance, 30% of which with a pump

   We are involved in water collection, transport, use and disposal. Changing climatic conditions (successive episodes of flooding and drought) confirm the need to preserve, manage and make the most of water. Our customers are professionals in the fields of domestic heating, public works, swimming pools and pumping.

   In this context, we are also committed to reducing our environmental impact by offering innovative, water- and energy-efficient solutions.

   Finally, we strive to preserve our raw material resources by favouring the use of new technologies, recycled materials and reconditioned products, while guaranteeing a high level of technical quality.

   
   
   

   See details of each company in chapter 5.2 of this document.

   Pipe for public works

   = 5.6% of our turnover

   
   
   

   175,000 tonnes (estimate)

   of plastic pipes for wet and dry networks sold on the French public works and irrigation market

   In France, the drinking water network covers around 850,000 kilometres (https://ofb.gouv.fr), while the wastewater network covers around 425,000 km (www.services.eaufrance.fr). Currently, the annual renewal rate for these networks is around 0.67% (https:// www.services.eaufrance.fr) for drinking water and 0.6% for wastewater (www.monreseaudeau.fr). At this rate, it would take around 150 and 170 years respectively to renew all of this infrastructure. These figures indicate a significant need for renovation to maintain and improve the performance of drinking water and wastewater networks in France. Our plastic pipes (conduits, pipes and tubes, ducts, drains, fittings, etc.) are used for drinking water, waste water, irrigation, watering, drainage, dredging, gas and biogas, as well as telecommunications, electricity and fibre optic networks.

   Our customers are specialist wholesalers and major players in the building, public works, network design and construction and irrigation markets.

   
   
   

   See details of each company in chapter 5.2 of this document.

   Heavy tooling equipment for private

   individuals, professionals and industry = 7.7% of our turnover

   
   
   

   €86m

   The DIY superstore market for compressors, generators and welding sets

   €122m

   The high pressure cleaner market in DIY superstores

   €140m or 100,000 compressors

   The market for air compressors in the professional channel

   We sell air compressors, generators, welding sets, chargers and high-pressure cleaners to mass retailers and via the web to skilled DIY enthusiasts.

   To differentiate the offer made to the various DIY players, we use our brands (Mecafer), those of our customers, and also brands operated under licence by our suppliers (Michelin, Stanley, Facom).

   Under the Nuair and Fini brands, as well as piston compressors and screw compressors, we also sell to automotive and industrial supply professionals. We also sell air tanks and a wide range of accessories.

   
   
   

   See details of each company in chapter 5.2 of this document.

2. OUR BUSINESSES

   
   
   

   Our subsidiaries act as useful and efficient interfaces between a large number of manufacturers around the world and increasingly demanding wholesalers, DIY superstores, factories, swimming pool professionals, e-merchants and marketplaces.

   OUR SUPPLIERS

   982 factories of partner-manufacturers ensure production.

   We guarantee them the distribution of their products in Europe via an extremely efficient commercial and logistics organisation.

   OUR SUBSIDIARIES

   
   
   
   
   
   
   
   
   
   
   
   
   

   Distribution in France

   International distribution

   HVAC OPERATORS

   PUBLIC WORKS SELF-EMPLOYED INSTALLERS

   ADMINISTRATIONS

   WHOLESALERS

   E-COMMERCE WEBSITES

   MARKETPLACES

WHOLESALERS

E-COMMERCE WEBSITES MARKETPLACES

MANUFACTURERS

DIY & FOOD SUPERSTORES

E-COMMERCE WEBSITES

MARKETPLACES

AGRICULTURAL OUTLETS

PRIVATE INDIVIDUALS

SWIMMING POOL PROFESSIONALS

1. OUR HISTORY

   THE STAGES OF OUR DEVELOPMENT

   1968

   1973

   1977

   1978

   1986

   
   
   
   
   

   Creation

   of Thermador

   Start-up capital 300,000 FRF (€45,735).

   Importing and distributing central heating accessories.

   Founders: Guy Vincent, Jacques Borde, Hubert Fournier, Geneviève Boreil and Marc de Sereys

   Creation of Thely

   Real estate company

   Creation of Jetly

   Distribution of domestic pumps and pump accessories

   ROBINETTERIE, COMPTEURS & RACCORDS

   Creation of Sferaco

   Distribution of valves

   to the construction business and industry

   Creation of Dipra

   Sale to DIY superstores: pumps, household valves, plumbing

   Merger of Dipra and Édouard Rousseau

   Name changed to ODREA in 2022

   2006

   
   
   

   Creation of Thermador International

   Distribution of the group's products on international markets

   Name change in 2019 to Syveco

   2013

   
   
   

   Creation of Axelair

   Specialised distribution of ventilation equipment and accessories

   2013

   
   
   

   Creation of Thewa

   Taps business within the Thermador subsidiary

   2015

   
   
   

   Creation of Aello

   Specialised distribution

   of swimming pool equipment and accessories

   2015

   
   
   

   Acquisition

   of Nuair by Sectoriel

   Distribution of screw and reciprocating compressors for professionals

   and for industry

   
   
   

   2015

   THE START OF EXTERNAL GROWTH

   2018

   ROUSSEAU

   
   
   

   Acquisition of Etablissements Édouard Rousseau

   by Thermador Groupe

   Sale to DIY superstores and supermarket

   retail in France and Spain of a range

   of taps for bathrooms and kitchens

   Merger of Dipra and Édouard Rousseau

   Name change to ODREA in 2022

   2019

   
   
   

   Acquisition of Distrilabo by Thermador Groupe

   Distribution of technical materials for pressure, temperature, level and flow measurement and control for industrial processes and air-treatment engineering

   2020

   
   
   

   Acquisition of Thermacome

   by Thermador Groupe

   Radiant surface and hydrodistribution systems for housing and buildings

   2022

   Acquisition of the business

   of AFY by Sferaco

   Sale to specialised wholesalers

   of industrial supplies

   2022

   
   
   

   Acquisition of DPI by Thermador Groupe

   Sale to specialist wholesalers and installers of plastic solutions for water, construction and public works

   EXTERNAL GROWTH

   1986

   
   
   

   Creation

   of Thermador Groupe

   Capital: 66,320,000 FRF (€10,110,418)

   1987

   Thermador Groupe listed on the

   stock exchange

   1989

   
   
   

   Creation of Sectoriel

   Motorised valves

   1989

   
   
   

   Creation of PBtub

   Distribution of pipes in synthetic materials, underfloor heating and domestic water

   1992

   
   
   

   Creation of Isocel

   Sale of parts to boiler manufacturers

   2002

   
   
   

   Creation of Opaline

   Communications agency

   2015

   
   
   

   Acquisition of Mecafer by Thermador Groupe

   Sale to DIY superstores

   2017

   
   
   

   Acquisition of Sodeco Valves by Thermador Groupe

   Industrial valves

   2017

   
   
   

   Acquisition of FGinox by Thermador Groupe

   Sale of stainless steel

   2017

   Acquisition of the business

   of Vortice France

   2017

   
   
   

   Acquisition of Domac by Mecafer

   2017

   
   
   

   Acquisition of Groupe Valfit by Sferaco

   of air compressors, pneumatic tools, generators, welding stations

   and chargers

   in Belgium, the Netherlands, Germany, France and Switzerland

   Merger of Sodeco

   and Vena Contracta in 2024

   connectors, flanges, valves and accessories

   by Axelair

   Sale of air compressors, generators, welding stations and battery chargers

   Sale to specialist wholesalers

   of a targeted range of connectors, meters and valves

   2022

   2024

   2025

   2025

   
   
   

   Merger of Dipra and Édouard Rousseau

   Change of name to ODREA in 2022

   Acquisition

   of Compteur-energie.com, OTMetric and MyMeterInfo by Thermador Groupe

   Change of name

   to Alto Metering in 2024

   Acquisition of C2AI by

   Thermador Groupe

   Acquisition

   of the Spanish company Quilinox by

   Thermador Groupe

2. OUR OBJECTIVES AND STRATEGY

   THERMADOR GROUPE OWNS, CONTROLS, BRINGS TOGETHER, FEDERATES AND SUPPORTS DISTRIBUTION COMPANIES:

   Our subsidiaries market technical equipment and accessories for the circulation of fluids in building, public works and industry, as well as heavy-duty equipment for the general public and professionals.

   OBJECTIVES - VISION

   We are constantly adapting and innovating in order to pursue balanced and sustainable growth, while respecting our teams, shareholders, customers, suppliers, all our partners and the environment. The niche markets in which we operate, although fragmented, offer us opportunities to build ambitious long-term projects while remaining faithful to our distribution model and our values.

   Since 2019, our goal has been to maintain average annual revenue growth of over 7% while preserving our profitability. This allows us to finance our development, maintain our freedom of action and guarantee our long-term viability.

   Our model requires a high-performance information system, a large stock and suitable buildings, all of which we can afford thanks to our very solid financial structure, which must not be weakened.

   WHO ARE WE, AND WHAT ARE OUR VALUES?

   We always give priority to trust, transparency, simplicity, sobriety and conviviality in human relations, while also sharing a high level of standards and the quest for maximum efficiency. We are asking everyone to work well and do well, so that we don't have to do it all over again.

   We want to give our teams excellent working conditions and a consistent fixed salary. A slice of the profits is shared between the subsidiaries, with the Thermador's mutual fund (FCPE) acting as the group's motivational lever.

   We expect our leaders to be efficient, exemplary, communicative and, above all, driven by the collective interest.

   Our decision to open up the capital very widely means that we have an obligation to satisfy our shareholders through exemplary communication, management and behaviour, the right allocation of invested capital, regular results and dividends, a high level of transparency and complete availability. We pursue a proactive policy to ensure that our employees and managers hold a significant proportion of our capital.

   Challenges 2026-2031

   Reduce absenteeism to below 4%.

   
   
   

   HUMAN

   RESOURCES

   
   
   

   SUSTAINABLE DEVELOPMENT

   
   
   

   ACTIVITY

   
   
   

   DIGITAL

   Welcoming and assisting people with disabilities. Attract and retain talent at all levels of the group.

   Promote parity in all governance bodies and diversity in all our organisations.

   Meet our commitments and achieve our objectives set out in section 1.12 of this document. Get our suppliers on board to reduce our impact.

   Encourage and support internal initiatives to protect the environment.

   Proportionally increase international business.

   Continue the process of integrating recently acquired companies.

   Better understand and better meet the expectations of our clients' customers.

   Developing our skills, digital tools and mastery of artificial intelligence to improve operational efficiency.

   TRANSFORMATION Ensure the integrity of our information systems.

   Accelerate the digitalisation of our sales.

   
   
   

   Constantly improve the working conditions of our employees.

   LOGISTICS

   Optimise our logistics platforms (flows, resources, environmental impact). Increase our operational efficiency.

   
   
   

   GEOPOLITICS Diversify our sources of supply and give priority to local suppliers*.

   *Please refer to the chapitre on risk management in chapter 4.1.

   A DECENTRALISED ORGANISATION AND ELEMENTS OF DIFFERENTIATION

   Our model is based on 21 specialised sales subsidiaries that handle sales, marketing and logistics for the geographical areas, customers and distribution channels agreed with their manufacturing partners. Their purchase prices and cost control ensure that they are both profitable and competitive.

   Five activity coordinators are responsible, among other tasks, for promoting commercial synergies in the construction, industry, water cycle, consumer and international sectors.

   Our subsidiaries differ in:

   • the stability, quality and commitment of their teams,

   • a constant focus on customer satisfaction,

   • a proactive approach to sustainable development,

   • the breadth, depth and constant adaptation of the ranges,

   • permanent, high-performance sourcing,

   • product expertise in the pre-sales department,

   • the efficiency and consistency of our the after-sales service,

   • excellence in logistics and operational processes,

   • mastering the digital tools available to them,

   • the relevance of the information transmitted to the market to feed digital channels effectively,

   • the ability to adapt and innovate.

     Their managers enjoy extensive autonomy over the management of their staff and the running of their business.

     21 specialised sales subsidiaries
     
     

     handling sales, marketing and logistics

     DEVELOPMENT STRATEGY

     We can act on several levers to ensure our growth.

     ORGANIC GROWTH:

     Each subsidiary acts on three levers to develop its sales through:

   • developing market share in ranges where it is below 30%,

   • price increases when market conditions make them possible or necessary,

   • and range extensions without ever competing with another group subsidiary.

     INTERNATIONAL:

     From France, we are concentrating on markets within reach of our logistics organisation and on ranges where we have a competitive advantage. Our foreign subsidiaries are using the traditional levers of organic growth.

     SUBSIDIARY CREATION:

     It is possible in a business that is close to our universe, as long as we find the women or men to lead the project and the industrial partners to put together the basic offering. This is how Axelair and Aello were created in 2013 and 2015.

     EXTERNAL GROWTH:

     We are looking at opportunities, with a preference for companies located in Europe and outside France, in order to achieve a better balance between our domestic and export sales. We have set ourselves a number of prerequisites: distribution companies that are close to our business model in the industrial or water cycle sectors, a proven strategic interest, a reasonable price that is acceptable to our shareholders, honesty, professionalism and commitment on the part of the management team, eventual control of 100% of the capital, and the maintenance of operational excellence over the medium term.

     SUSTAINABLE DEVELOPMENT:

     We want to make progress on sustainable development through:

   • expertise and training in all governance bodies,

   • the co-decision of ambitious consolidated targets by all the group's managers,

   • honouring commitments made,

   • accurate, honest and regular communication with all stakeholders.

     COMMERCIAL AND LOGISTICS EFFICIENCY

     We want to boost our commercial and logistical efficiency by:

   • pursuing the continuous improvement of our information systems by increasing our level of autonomy and our development capacity,

   • the collection, storage, analysis and exploitation of data useful to our businesses by adding appropriate algorithmic models to our information systems,

   • the gradual introduction of automated storage systems.

3. OUR COMMERCIAL ACTIVITY

   Thermador Groupe in figures

   VISITS TO CUSTOMERS	52,110 2025	51,818 2024	54,303 2023
   CUSTOMER ACCOUNTS	35,158 2025	33,724 2024	32,332 2023
   CUSTOMERS HAVING VISITED OUR GROUP	667 2025	430 2024	255 2023
   E-COMMERCE WEBSITES AND IN-HOUSE ACTIVITY	21 2025	15 2024	12 2023

   Expressed in number of units.

   45%

   of staff in constant

   contact with our customers in the field or on the phone

   The role of our CEOs and sales teams is to be in constant contact with our customers, whether in the field or on the telephone. They have in-depth knowledge of the product ranges they promote, and although some of our wholesale customers receive representatives from several group subsidiaries in the same day, they never complain about wasted time.

   Every week, we conduct training sessions in the field or at our premises, with our customers' teams.

   Our office-based technical sales teams deal very quickly with all types of requests over the telephone: prices, availability, after-sales service, technical information, etc.

   Some of our wholesale customers have developed their own web-based business. At the same time, pure players and marketplaces have entered our markets. We welcome this new distribution channel as an opportunity, and are investing to ensure that our technical resources and the expertise of our teams are equal to the challenge. Modern websites, enrichment and distribution of product data, referencing of our brands, adaptation of pricing policies, digital marketing, online videos, social networks, influencers...

   
   
   
   
   
   
   

   TELEPHONE CALLS	424,687 2025	429,339 2024	546,371 2023
   WEB PAGES VISITED ON OUR SITES	5,066,603 2025	4,683,279 2024	3,785,780 2023
   CATALOGUE PAGES	4,115 2025	4,075 2024	4,770 2023
   CUSTOMERS WHO RESPOND TO THE SATISFACTION SURVEY	1,329 2025	1,127 2024	262 2023

   Expressed in number of units.

   VIRTUAL REALITY

   Since 2021, Opaline has been making a name for itself in the creation of immersive projects for the construction and industry sectors.

   In four years, the 3D team has designed three virtual visit platforms: a detached house, a commercial building and a block of flats. These virtual environments enable to showcase the products of the six building subsidiaries in their context of use: Axelair, Jetly, PBtub, Sferaco, Thermacome and Thermador.

   The single-family home has been adapted for a virtual reality headset, offering trade show visitors a unique and immersive experience.

   In 2024, an enhanced version of this detached home was launched, with a new ergonomic interface and guided tours to showcase the subsidiaries' flagship products.

   On the industrial side, Opaline has developed a number of interactive valves, capable of revealing their technical features thanks to a detailed breakdown of the components. These visual tools are very useful for training or sales.

   In partnership with Sectoriel, Sferaco, Sodeco and Syveco, another virtual world is already up and running, featuring a storage tank in a virtual factory. With these projects, Thermador Groupe is demonstrating its capacity for innovation, creating immersive experiences that enhance the appeal of its products.

   
   
   

   The virtual factory The detached house

4. SUPPLY CHAIN MANAGEMENT

   The rapid technological developments applicable to the supply chain and the context of recent years mean that monitoring is more essential than ever. It is a strategic lever for optimising logistics performance and identifying emerging trends and technological innovations, enabling us to maintain a competitive edge. It is therefore essential to enriching our approach, refining our vision and guaranteeing informed decision-making, thereby contributing to sustainable development and operational efficiency. That's why we regularly take part in conferences and trade fairs, talk to integrators and companies of all sizes, and keep abreast of the latest developments in the supply chain in France and internationally.

   OUR LOGISTICS IN FIGURES

   Our imports:

   • 47% of tonnage received in containers by sea

   • a greening of the post-routing still under way with our containers being brought up from the port of Fos by road, rail and/or barge.

     Our logistics platforms:

   • 201 women and men

   • 132,314 m² of storage

   • a pallet capacity of 133,545

   • 263 handling machines from 3 historic manufacturers

   • 72,090 items held in stockem

   • 571,680 orders shipped over the year 72,359,878 items for a total tonnage of

     47,824 tonnes and an average turnover/order of €1,095

     Our commitment to our customers in France, Europe and Africa (delivery times):

   • 24H/72H in France

   • FROM 2 TO 6 DAYS internationally depending on destinations

   • IN 4H for Sodeco Valves, based in Belgium, in its catchment area.

     We would not be able to meet these high standards without a daily concern for the well-being of our employees, an appropriate level of stock and strong partnerships with reliable carriers.

     For more details on the well-being of our employees, see chapter 3.4 ESRS S1.

     OUR SUPPLIES

     Our subsidiaries currently use a range of tools for their procurement. ThermAppro is the most technologically advanced tool we have to offer.

     This decision-support tool incorporating machine learning algorithms was developed in 2020-2021 to help our buyer/ supplier teams optimise their sourcing. In 2025, we developed numerous new features to further improve this solution. We also deployed this tool at Aello in 2025. To date, we have seven subsidiaries (Aello, Jetly, Odrea France, Odrea Spain, Sectoriel, Sferaco, Thermador) using the solution. Some of them now use ThermAppro for more than 80% of their stock order lines.

     OUR UPSTREAM TRANSPORT (IMPORT)

     We import our products mainly from Europe and Asia by various modes of transport: sea, road, rail or barge, depending on the context and requirements.

     In 2025, 342 of our containers were transported by barge or rail from the port of Fos to our subsidiaries in Saint-Quentin-Fallavier, representing nearly 30% of this freight. This desire for modal shift and massification will continue to accelerate in the years to come.

     In 2024, we launched our 1st call for tenders. This call for tenders, which was finalised in 2025, enabled us to streamline our approach and optimise our maritime imports both financially and operationally by selecting two freight forwarders for the entire group (compared to seven previously). The framework agreements signed run until February 28, 2026, which led us to launch a second call for tenders in the second half of 2025 for the year 2026-27.

     OUR PLATFORMS

     Our logistics platforms play a central role in our business. We must constantly ensure that we have the simplest and most optimised workflows possible to facilitate the storage, preparation and dispatch of our products, while regularly increasing our efficiency and responsiveness. That's why, for several years now, we have been working on projects to digitise and/or mechanise or even automate some of our platforms.

     In June 2023, we launched a project to optimise the Sferaco platform. The aim of this project was to support the subsidiary's growth over the next 5-10 years. The challenges we faced were numerous: to provide our customers with an ever-better service, to optimise our flows and resources in order to improve efficiency, and to increase the density of our stocks, while respecting environmental and social issues. After an in-depth study, we launched a call for tenders for integrators in 2024. We have signed a contract with the integrator chosen in 2025 with the solution being rolled out in 2026-2027.

     OUR TRANSPORT PARTNERS

     Downstream transport is a key component of our offering. It contributes to the satisfaction of our customers and to our overall operational efficiency. We select our partners carefully to ensure that our products are delivered on time, while meeting our customers' growing demands for flexibility and reliability. Anaïs Der Hagopian-Virieux heads the team that negotiates and selects our transport partners (couriers and express operators) each year through structured invitations to tender. We are committed to forging balanced partnerships that ensure good economic performance, long-term commitment and a quality of service that lives up to our expectations.

5. OUR SUPPLIERS

   It is the responsibility of the CEO of each of our subsidiaries to choose

   their suppliers and to maintain trusting relationships with them.

   Although some suppliers are shared by several subsidiaries, we do not consider it useful to have a centralised purchasing department for the group. We prefer each company to focus on its own priorities, linked to its market, and ask everyone to share information about these 'group' partners. Our suppliers are manufacturers that we have selected from among the best in their profession. We work closely with them over the long term, ensuring that their products comply with all current technical and safety standards.

   The challenges posed by sustainable development and the forthcoming European CS3D (Corporate Sustainability Due Diligence Directive) regulations have led us to develop a uniform set of procedures for all the group's subsidiaries: our responsible purchasing charter and our supplier rating system were rolled out in 2021 and 2024 respectively. In 2025, we determined a uniform audit approach.

   We are also working to estimate the geopolitical and climatic risks associated with the industrial sites from which our products originate. Generally speaking, our site visits are very

   40 years of partnership with 20% of our suppliers

   more than 982

   partner factories worldwide

   65% of our purchases are made from European manufacturers

   Our biggest supplier: 7.9% of our merchandise purchases The top 5 represent: 20.8%

   The top 10 represent: 28.8%

   GOODS PURCHASED

   thorough: we pay particular attention to the working conditions of employees and ensure that no children are present in the workshops and factories of our partners (see our sustainable development report in chapter 3.4.2 of this reference document).

   From the outset, the group's development has been based on collaboration with Italian manufacturers, renowned for their expertise in valves and pumps. They now account for 35% of our supplies. Caleffi, Cordivari and DAB consolidated their positions as No. 1, No. 2 and No. 5 suppliers in 2025.

   Since the end of '90s, we have also selected Chinese and Taiwanese manufacturers specialising in our businesses, with whom we maintain solid partnerships.

   Today, 33% of our purchases are made in China and Taiwan, where we have a hundred regular suppliers of good quality. With the exception of health crisis years, our teams make around 20 to 30 trips per year to this country, often accompanied by a Chinese employee living in France, with the added remit of assisting and advising the subsidiaries to develop and facilitate the relationships we have with our industrial partners and their managers.

   For several years now, Odrea has had a representative office in Shanghai, where a team that is very loyal to the company carries out checks in the factories and organises logistics to optimise the filling of containers.

   €321m

   €316m

   2025

1. OUR FRENCH CUSTOMERS

   Our customers are wholesalers of heating and sanitary equipment, pumps, valves and fittings, industrial supplies, OEMs, swimming pool professionals, industrialists, public works companies and all those involved in DIY.

   Some of our customers have expanded through acquisitions, while others prefer to grow organically. In any case, they are very diverse:

   • Independent or affiliated to listed or family groups.

   • International, national or regional for their organisation and logistics.

   • Group members or independents for their purchasing, marketing and communication. They include:

   Saint-Gobain Distribution, Pompac Développement, Adeo, Rexel, Mr Bricolage, Les Mousquetaires, Qérys, Kingfisher, Frans Bonhomme, Richardson, Algorel and Socoda members.

   We have a very active sales presence at national decision-making centres and at points of sale (events, training, etc.).

   The way our sales force is organised, with small teams of highly professional salespeople who have a strong presence in the field or on the telephone, means we're very efficient.

   Our sustainable development approach is of interest to more and more of our customers, especially those subject to European CSRD reporting regulations.

   
   
   31,443

   customers in France

   Our biggest customer accounts for 5.5%

   of our turnover.

   The top 5 accounts for 18.8%, the top 10 29.9%.

   Aello - Tech sessions, December 3, 2025

   
   
   

   Artibat Fair, October 2025 Pollutec Fair, October 2025

   
   
   
   
   

2. OUR INTERNATIONAL CUSTOMERS

   66 countries visited since 2019

   International activity 17.3%

   5,947 customers

   MORE THAN 20 LANGUAGES SPOKEN BY OUR TEAMS

   As in 2024, our international activities, which are mainly focused on industry, have held up rather well. Syveco and FGinox are likely to have gained market share in Europe and the Middle East with their distributor customers. Sodeco Valves was able to contain the fall in turnover, despite the absence of major projects. In Spain, Odrea faced even stiffer competition from the own brands of DIY superstores. Quilinox, which joined us on September 30, 2025 and also operates in Spain and Portugal, had a very successful year.

   Overall, our international turnover increased compared to 2024 (16.3%). In addition, the overseas departments and regions and overseas communities (DROM-COM) account for 2.3% of the group's turnover, generated by several subsidiaries. Exports account for 19.6% of the group turnover.

   At the end of the 1960s and until the mid-2000s, the group's subsidiaries bought in Europe to sell in France. Today, they buy from all over the world and sell to Europe, Africa and the Middle East via Syveco, Sodeco Valves, Quilinox, FGinox and Rousseau. Syveco, created in 2006, contributed 43.0% of our international turnover in 2025. Sodeco Valves, Quilinox, FGinox and Odrea account for 49.1% of this business, with the remainder coming from our other subsidiaries.

   
   
   

   Syveco delivers a wide range of products to wholesalers from our main warehouse in Saint-Quentin-Fallavier at short notice, in line with market demand. Advances in logistics and shorter delivery times have simply pushed back our frontiers, as we are now able to deliver to the whole of Europe between D+2 and D+6.

   For our customers outside Europe, orders are handed over immediately and in full to forwarding agents, who deliver the goods to the markets concerned within two or three weeks.

   Headquartered in Belgium, Sodeco Valves delivers on D+1 and D+2 to its industrial customers, mainly in Belgium, the Netherlands and Germany (with a sales company for each country and local sales staff).

   Quilinox sells sanitary pumps, aseptic valves and stainless steel equipment on the Iberian market, including to industrial clients.

   FGinox has an export department and markets its range of stainless steel fittings to industrial customers and specialist wholesalers in Europe and Africa.

   Rousseau, Odrea's sales subsidiary in Spain, stocks and distributes a range of sanitary fittings for DIY superstores.

   Our margins for growth are immense, in line with the current and future needs of countries with strong development potential and the commercial synergies that are being established between the various subsidiaries concerned.

   
   
   

   Albania Algeria Angola Austria Belgium Benin

   Bosnia and Herzegovina

   
   
   

   Bulgaria Cameroon Canada Colombia Congo Croatia

   Czech Republic Denmark

   
   
   

   Egypt Eire Estonia Ethiopia Finland Gabon Germany Ghana Greece Guinea Hungary Italy

   Ivory Coast Jordan Kenya Latvia Lebanon Lituania Luxembourg Madagascar Mali Mauritania Mexico Moldova Montenegro Morocco

   
   
   

   Netherlands Nigeria

   North Macedonia Norway

   Oman Poland Portugal Qatar Romania Rwanda Saudi Arabia Senegal Serbia Slovakia

   Slovenia South Africa Spain Sweden Switzerland Togo Tunisia Türkiye Ukraine

   
   
   

   United Arab Emirates

   
   
   

   United Kingdom

3. OUR FINANCIAL KEY FIGURES

   GROWTH BASED ON ESSENTIAL NEEDS

   CONSOLIDATED EX-VAT TURNOVER

   OPERATING PROFIT

   (IN MILLIONS OF EUROS)

   CONSOLIDATED NET PROFIT AS A PORTION OF THE GROUP

   (IN MILLIONS OF EUROS)

   €501.7m

   486

   554

   581

   504 502

   €59.4m

   73.2

   79.6 80.8

   (IN MILLIONS OF EUROS)

   €44.1m

   58.9 58.3

   220 231

   311

   268

   369

   396

   44

   37.7

   31 31.7

   47.8 51.4

   60.2 59.4

   20.2 20.6

   26.2

   29.1 32.4

   36.2

   52.9

   44.7 44.1

   15 16 17 18 19 20 21 22 23 24 25

   15 16 17 18 19 20 21 22 23 24 25

   15 16 17 18 19 20 21 22 23 24 25

   According

   to IAS 18

According to IFRS 15

1. OUR EXTRA-FINANCIAL KEY FIGURES

   We have chosen 19 mid- and long-term priorities

   
   
   

   GOVERNANCE SOCIAL ENVIRONMENT SOCIETAL

   Our social responsibility has been at the heart of our values and concerns since 1968. In 2012, for the first time, we talked about our sustainable development approach in our annual report and began to describe the initiatives and achievements of our employees and management teams on governance, the environment and social issues.

   In 2021, the Executive Committee selected 19 key indicators that reflect our commitments and the group's desire to be part of the long term by structuring its continuous improvement approach around priority issues. They focus on four areas: governance, people, the environment and society. The 2025 and 2030 horizons chosen reflect the commitment of the current management of Thermador Groupe until the retirement of the majority of its members. These objectives were discussed and challenged by the Sustainable committee and presented to our Board of Directors.

   Each priority is translated into a quantified objective and tracked in thank to our consolidated indicators, enabling everyone to monitor changes in our non-financial performance.

   The ACT Step by Step approach guided us to structure

   our climate transition plan.

   2021 to 2024 were rich in progress on our extra-financial achievements.

   • In 2021, we set our 19 key priorities, completed our GHG emissions inventory for all 3 Scopes, committed to the Global Compact and developed our responsible purchasing charter to encourage our stakeholders to get involved with us in our sustainable development objectives. The variable remuneration of corporate officers are indexed to the results achieved in relation to our sustainable development priorities.

   • In 2022, creation of a Sustainable Development Unit at Executive Committee level and publication of turnover generated by products in our range aligned with the European taxonomy.

   • In 2023, publication of our first eligible turnover aligned with the European taxonomy, enabling a contribution to the objectives of the transition to a circular economy, through the sale of spare parts, repair and refurbishment. Publication also of our eligible and aligned capital and operating expenditure for our activities relating to the buildings owned by our Thely subsidiary. Setting of a target for reducing our carbon emissions on Scope 3 mapping our exposure to physical climate risks.

   • In 2024, roll-out of the first Environmental and Health Declaration Sheets, Product Environmental Profiles and other Environmental Product Declarations for certain products. Launch of an eco-designed range at Sferaco and implementation of the highly complex European standard (CSRD) for audited reporting of sustainable development information.

   • In 2025, we affirmed our climate strategy by following the ACT* Step by Step approach. Our carbon trajectory estimate is now modelled. At the same time, we continued our work to ultimately reduce uncertainties in the assessment of our greenhouse gas emissions.

   The resources committed to implementing the group's transition plans and those of its subsidiaries, to ensuring its extra-financial performance and, ultimately, the company's long-term viability, are of various kinds: training at all levels, which is vital to the successful completion of the work, remunerations of the dedicated teams, external support and tools. They are presented in the Sustainability Statement.

   *ACT: Assessing Low Carbon Transition.

   2001

   2010

   2016

   2017

   2018

   2020

   2021

   2022

   2023

   2024

   2025

   Introduction of the company

   Thermador Groupe

   enters the TOP

   Appointment of a Board member

   Introduction of the 1st QWL barometer

   The first EFPS to include sustainability

   Creation of the Sustainable development

   Publication of our 2025 and

   2030 targets

   Creation of the

   Sustainable

   Eligibility for 1st Sustainability Carbon the taxonomy Statement footprint

   Carbon goal Life cycle analysis established

   savings plan

   (PEE)

   10 of the GAÏA indices

   representing Guidance from the

   employee environment agency

   objectives

   committee

   Creation

   Signatory of the pact

   Development Unit

   Scope 3

   of some of our products

   as part of the ACT

   
   
   

   shareholders

   (ADEME)

   
   
   

   to reduce our

   carbon footprint

   of Thermavert group

   Launch of an eco-designed range

   Step by Step approach.

   Priorities & objectives

   OUR 19 KEY INDICATORS year	Base 2021	2024 ACTUAL	2025 ACTUAL	Advancement	TARGETS 2025	TARGETS 2030
   GOVERNANCE
   1. Attendance rate at the Board of Directors.	100%	93.4%	93.5%	≥95%		≥95%
   2. Attendance rate at the Annual General Meeting.	71.5%	77.1%	75.8%	≥68%		≥73%
   3. Percentage of capital held by employees and former employees.	7%	6.6%	6.9%	≥8%		≥8,5%
   4. Percentage of exposed employees trained in anti-corruption over the last 3 years.	98.9%	98.6%	98.0%	≥95%		≥95%
   SOCIAL
   5. Professional equality index (x/100).	88	81	90	≥90		≥ 90
   6. Women in management positions.	39%	41.6%	39.8%	≥40%		≥ 40%
   7. Average seniority (years).	9.68	9.28	9.75	≥8		≥ 8
   8. Percentage of permanent employees trained per year (including internal training).	72,1%	85.5%	85.6%	≥95%		≥ 95%
   9. Absenteeism (including long-term illness).	3.4%	5.8%	5.3%	<4%		< 4%
   ENVIRONMENT
   10. Scope 1 - Direct emissions - vehicle fleet (tCO2e /vehicle).	3.49*	2.64	2.0	<2,72		<1,69
   11. Scope 1 - Direct emissions - building heating and cooling (tCO2e per 1,000 m2).	6.37*	3.95	3.63	<4,56		<3,82
   12. Scope 2 - Indirect emissions from building energy consumption (tCO2e per 1,000 m2).	1.25*	0.74	0.62	<0,81		<0,44
   13. Scope 3 - Indirect emissions from our sold products (tCO2e / tonnes of products).	6.92*	7.17	7.22	- 2%		- 17%
   14. Waste from our activities (kg/tonnage received).	20.28	15.94	15.8	<20,71		<18,72
   15. Percentage of waste sent for recycling.	90.7%	96.5%	97.8%	≥90%		≥95%
   SOCIETAL
   16. Percentage of turnover from rated suppliers. 17.1% 86.2%			84.9%	≥80%		≥85%
   17. Percentage of turnover from ISO 9001 or 14001 certified suppliers.	80.4%	91%	91.3%	≥85%		≥90%
   18. Percentage of turnover achieved by ISO 9001 or 14001 subsidiaries.	32.6%	65.9%	67.1%	≥70%		≥90%
   19. Percentage of turnover from suppliers who are signed our Responsible Purchasing Charter or equivalent charter.	4.8%	92.2%	94.1%	≥85%		≥90%

   
   
   
   
   : Targets met : Targets in progress : Behind targets
   
   

   * Exception: reference year 2022 tCO2e: CO2 tonne equivalent

   The scope of these data corresponds to the consolidated scope of the group, excluding C2AI and Quilinox, companies acquired in 2025.

   Explanatory notes on these objectives and performances are presented in the Sustainability Report, in Chapter 3 of this document.

2. OUR REAL ESTATE

   LAND	322,061 m2 2025	315,679 m2 310,002 m2 2024 2023
   BUILDINGS	127,139 m2 2025	125,992 m2 124,397 m2 2024 2023

   With climate change a major concern for the years ahead, we are committed to developing our property portfolio to make it more efficient, while reducing its carbon footprint.

   The group's strategy to own the properties it uses means it

   can invest in practical, innovative solutions to achieve ambitious goals.

   The real estate company (SCI) THELY, a subsidiary of Thermador Groupe, owns 85% of the property portfolio. Most of the estate is located 25 km south-east of Lyon, in Saint-Quentin-Fallavier (Isère 38, in the largest business park in France and the 3rd largest in Europe).

   Our property portfolio has gradually expanded thanks to the acquisition of Domac (3,857 m²), Sodeco Valves (5,340 m²) and Edouard Rousseau, renamed Odrea (9,345 m²).

   In 2022, SCI THELY has acquired a 2,927 m² building in Saint-Quentin-Fallavier, thereby strengthening our assets.

   At the end of 2024, the acquisition of the ACORE building located at 60 rue du Ruisseau in Saint-Quentin-Fallavier brought the group's total floor space to 125,992 m².

   In 2025, two new acquisitions have further expanded our assets: the APS building, located at 30 rue du Ruisseau in Saint-Quentin-Fallavier (1,178 m²), and the integration of Quilinox by Thermador Groupe, which owns a building plot in the Valencia region of Spain.

   S.C.I. THELY

   A real estate company founded in 1973 to manage the group's real estate assets.

   • Capital €3,100k 100% owned by Thermador Groupe.

   • Total equity at December 31, 2025: €41,989k.

   • Borrowings from Thermador Groupe at December 31, 2025 :

     €23,728k.

   • Estimated value of the property complex: €91.9m of which

     €82.3m, in respect of Thely, (see Note 14 in chapter 6.3 Notes to the annual consolidated financial statements).

   • Net book value of the property excluding assets under construction: €56,822k.

   • 2025 Profit: €3,087 k (€2,000k in 2024).

Odrea (in Etigny)

12. FGinox warehouse

4. Sferaco

3. Thermador

1. OUR BOARD OF DIRECTORS

   Our Board members have been chosen for their personalities (straightforward, selfless and committed) and for their knowledge of distribution, e-commerce, social networks, innovation catalysts and the decision-making processes of institutional and private investors. The diversity of their ages, origins and backgrounds guarantees greater openness and protects us from one-track thinking. Of the 11 Board members, 5 are women, 5 are independent and 2 represent employees.

   SECRETARY TO THE BOARD OF DIRECTORS SINCE 2016.

   Patricia Mavigner

   Deputy CEO since May 1, 2016.

   Regular guest of the Audit Committee

   and of the Sustainable development committee.

   
   
   

   BOARD MEMBERS NOT FREE OF INTERESTS

   
   
   

   Guillaume Robin

   Chairman and CEO since since June 30, 2011. Board member since April 12, 2010.

   End of current term of office: April 2026.

   Xavier Isaac

   Deputy CEO since April 8, 2025.

   Board member since April 7, 2025.

   End of current term of office: April 2029. CEO of Sectoriel since 2008.

   Regular guest of the audit committee.

   
   
   

   Peter Wartel

   CEO of Sodeco Valves since 2019. Board member since April 7, 2025.

   End of current term of office: April 2026.

   Janis Rentrop

   Board member not free of interest since April 10, 2017. End of current term of office: April 2029.

   Member of the Remuneration and nomination committee.

   REPRESENTATIVES FOR EMPLOYEE SHAREHOLDERS

   
   
   

   Bertrand Chevalier

   Board member representing employee shareholders since April 4, 2022.

   End of current term of office: April 2026.

   Member of the Sustainable development committee.

   Marion Granger

   Board member representing employee shareholders since April 4, 2022.

   End of current term of office: April 2026.

   Member of the Remuneration and nomination committee.

   
   
   

   INDEPENDENT BOARD MEMBERS

   
   
   

   Olivier Villemonte de la Clergerie

   Independent board member since April 5, 2016.

   End of current term of office: April 2027.

   Independent Chairman and member of the Audit committee.

   Independent member of the committee..

   Caroline Meignen

   Independent board member since April 10, 2017.

   End of current term of office: April 2029.

   Independent member of the Remuneration

   and nomination committee.

   Véronique Bouscayrol

   Independent board member since April 3, 2023.

   End of current term of office: April 2027.

   Independent member of the Audit committee.

   Laurence Paganini

   Independent board member since April 10, 2017.

   End of current term of office: April 2029.

   Lead Director.

   Chairwoman and independent member of the Remuneration and nomination committee.

   Independent member of the Sustainable development committee.

   Mathilde Yagoubi

   Independent board member since April 8, 2019.

   End of current term of office: April 2027.

   Chairwoman and independent member of the Sustainable development committee.

2. OUR EXECUTIVE COMMITTEE

   2.65% of the capital held

   by the Executive Committee, i.e. 243,461 shares.

   
   
   

   Christophe Arquillière

   CEO of Sferaco since 2016.

   Chairman of Alto Metering since 2024.

   
   
   
   
   

   ROBINETTERIE, COMPTEURS & RACCORDS

   Frank Bourgois

   CEO of Jetly since 2020.

   
   
   

   Water cycle activity coordinator.

   Caroline Desplats

   Director of Sustainable Development since 2022.

   
   
   

   Laure Empereur

   CEO of Odrea since 2020.

   Representative of Thermador Groupe, Sole Director of Rousseau SA (Spain).

   Retail activity coordinator.

   
   
   
   
   

   Lionel Monroe

   CEO of Syveco since 2006. Chairman of Sodeco since 2017. Chairman of Quilinox since 2025. International business coordinator.

   Xavier Isaac

   CEO of Sectoriel since 2008. Chairman of Distrilabo since 2020. Chairman of MMT since 2025.

   Deputy CEO of Thermador Groupe since 2025.

   Industry activity coordinator.

   Board member.

   
   
   
   
   

   Guillaume Robin

   Chairman and CEO of Thermador Groupe since 2011.

   
   
   

   Board member.

   Patricia Mavigner

   Deputy CEO of Thermador Groupe since 2016.

   Deputy CEO in charge of finance, legal, real estate, information systems.

   Secretary to the Board of Directors.

   
   
   
   
   

   Yves Ruget

   CEO of Thermador since 2014.

   Building activity coordinator.

   
   
   
   
   
   
   

3. GOVERNANCE ORGANISATION CHART

SOVEREIGN POWER

ANNUAL GENERAL MEETING

10,521 legal entities and natural persons

EXECUTIVE POWER

EXECUTIVE COMMITTEE (EXCOM)

9 CEOs

EXTENDED EXECUTIVE COMMITTEE

Executive Committee + 15 CEOs

21 MANAGEMENT COMMITTEES

ROBINETTERIE, COMPTEURS & RACCORDS

OVERSIGHT POWER

BOARD OF DIRECTORS OF THERMADOR GROUPE

11 Board members + 1 Deputy CEO

1. Organisation chart 28

2. Executive Committee 29

3. Board of Directors 32

4. Audit committee 37

5. Sustainable development committee 38

6. Remuneration and nomination committee 39

7. Training for Board members 40

8. Executives' remunerations 41

9. Share performance 54

10. Composition of capital 56

11. Looking ahead to 2026 58

12. 2025 Annual General Meeting 59

13. Shareholders' relations 60

14. Summary of questions and answers from our shareholders 62

Information Systems Management

Finance team

Xavier Isaac Deputy CEO Section 2.3.2

1. ORGANISATION CHART

Patricia Mavigner Property Manager Section 2.2.2

Arlette Berliocchi

CEO

Section 2.2.2

Frank Bourgois

CEO

Section 2.3.2

Jérôme Chabaudie CEO

Section 2.2.2

Grégory Urpi

CEO

Section 2.2.2

Xavier Isaac

CEO

Section 2.2.1

Lionel Monroe

CEO

Section 2.3.2

Gilles Marchand CEO

Section 2.2.2

ROBINETTERIE, COMPTEURS & RACCORDS

Christophe Arquillière CEO

Section 2.2.1

Eric Mantione

CEO

Section 2.2.2

Fabienne Bochet CEO

Section 2.2.2

Yves Ruget

CEO

Section 2.2.1

Fernando Mari

CEO

Section 2.2.2

Thierry Dupont CEO

Section 2.2.2

Anne-Sophie Bultey

CEO

Section 2.2.2

Laure Empereur CEO

Section 2.2.1