Vusion : 2025 Universal Registration Document

About this update from Vusion

AI-Powered Connected Commerce Universal Registration Document 2025 Introduction and presentation of the Group's activities 3 Risk factors and uncertainties 29 Risk factors and associated risk management measures 30 Insurance program and Internal Control 43 Corporate Governance 49 Governing and management bodies 51 Remuneration of corporate officers 91 Information that may have an impact in the event of a takeover bid 109 Table of delegations of authority granted to the Board of Directors regarding capital increases 110 Shareholders' Meetings and specific terms governing shareholders' participation 111 Statutory auditors' special report 112 Sustainability Statement 117 General Information [ESRS 2] 119 Environmental information [E1, E2, E3, E4, E5] 145 Social information [S1, S2, S4] 206 Governance information [G1] 233 Cross-reference table 251 Appendices 257 Report from the independent third party 259 Management report on financial results 265 Analysis of 2025 results 266 Analysis of results for the fiscal years ended December 31, 2025, and December 31, 2024 272 Post-closing events 272 Recent developments and outlook 272 Report on the parent financial statements 273 Financial Statements 277 Group consolidated financial statements for the year ended December 31, 2025 279 Separate financial statements for the year ended December 31, 2025 303 Statutory Auditors' reports 329 Information on the Company and the share capital 339 Shareholding 340 Employee share ownership 345 Stock market data 346 Relationship with the financial community 347 Dividends 347 Share Buyback Program - Number of Shares and Percentage of Share Capital Held by the Company as of December 31, 2025 347 Changes in Share Capital over the Last Five Years 350 Legal information 350 Documents available to the public 353 Cross-reference table 355 Cross-reference table for the Universal Registration Document 356 Cross-reference table of the corporate governance report 364 Cross-reference table of the annual financial report 365 Cross-reference table of the management report 366 Statement from the person responsible for the report 369 Glossary 371 Universal Registration Document 2025 The Universal Registration Document was filed on April 24 th 2026, with the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation. The Universal Registration Document may be used for the purposes of a public offering of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The resulting package is approved by the AMF in accordance with Regulation (EU) 2017/1129. Copies of this Universal Registration Document are available free of charge from Vusion, 55, place Nelson Mandela, 92000 Nanterre, France, as well as on the Vusion ( https://www.vusion.com ) and AMF ( https://www.amf-france.org ) websites. This Universal Registration Document is a reproduction in PDF format, translated in english, of the official version of the Universal Registration Document established in XHTML format, filed with the AMF on April 24 th 2026 and available on the AMF website (https://www.amf-france.org/fr). This reproduction is available on our website (https://investor.vusion.com/). Universal Registration Document 2025 1 2 Universal Registration Document 2025 1 ‌Introduction and presentation of the Group's activities Message from the Chairman & CEO 6 Presentation of the Group 8 Key Events of 2025 9 Vision & Mission 11 Store Operational Excellence 12 Local e-Commerce Acceleration 13 Data-driven Commerce 14 In-Store Digital Retail Media and Shopper Services 15 Strategy 16 Technology leadership, innovation and differentiation 17 Geographic expansion and leading position in strategic markets 20 Leading global partner ecosystem 21 A sustainable performance supporting its customers' sustainability 22 Legislative and regulatory environment 24 Introduction and presentation of the Group's activities About Vusion About Vusion Global leader* in digitalization solutions for commerce At Vusion, we invent IoT and digital technologies that create a positive impact on society by enabling sustainable and human-centered commerce. Vusion is the global leader in AI-powered digitalization solutions for physical retail. The Group's customer base includes over 350 food and specialty retailers across Europe, Asia, and North America. Key Figures (1) Founded in 1992 24 subsidiaries and sales offices worldwide 1,174 employees (1) Figures at the end of December 2025. * Based on the Group's revenue as of December 31, 2025 and the revenue published by the main players in the ESL market over the same period. About Vusion Strong growth in revenue and profitability Revenue of €1,527m on an adjusted basis 1 , up +51% (€1,472m in IFRS up +54%) Doubling of VAS revenue to €211m, including €83m in recurring VAS (+45%) Order intake at €1.7bn, up +5% versus 2024 Adjusted 1 EBITDA of €277m, up +73% (€223m IFRS, up 113%); Adjusted 1 EBITDA margin of 18.2% (+2.3 points vs 2024) Adjusted 1 Net income of €157m, up +194% (€142m IFRS compared to -€29m in 2024) Free Cash Flow generation of €56m with a net cash position of €439m Proposed dividend of €0.90 per share (versus €0.60 in 2024) 2026 guidance: Group Revenue growth of 15% to 20% at constant exchange rates and tariffs Around +40% VAS revenue growth An adjusted 1 EBITDA margin increase of more than 100 basis points Group revenue since 2012 (€m) 1,010 802 621 423 177 188 247 290 63 82 81 111 153 1,527 75,000 stores 650 millio ns smart labels €1.5 billion in revenue 350 customers in more than 60 countries 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Introduction and presentation of the Group's activities Message from the Chairman & CEO ‌Message from the Chairman & CEO 2025 ended with an exceptional fourth quarter of over €500 million (1) in revenue, representing a 46% increase driven by sales in North America, notably the rapid rollout of EdgeSense in Walmart supercenters. VAS sales also saw strong growth in Q4, both for recurring revenue (+58%) and non-recurring revenue (+84%). Thierry Gadou Chairman & CEO Vusion With this record quarter, we slightly exceeded our annual target of €1.5 billion in adjusted revenue, with VAS revenue doubling to €211 million and a 45% growth in recurring VAS, which exceeded the €100 million mark in ARR (annual recurring revenue) in Q4. Annual order intake reached €1.7 billion, an increase of 5% compared to the 2024 figure. This high level of orders was generated by Vusion's customer base as well as numerous new client signings (Coop, Asda Express, Morrison, OBI, …). In terms of VAS, fourth-quarter orders notably include significant expansions of our Captana installations, as well as the first deployment projects of our new Retail Media solutions. During 2025, Vusion also announced partnerships with major European retailers, DM in Germany and Carrefour in France, the latter leading to the announcement on February 18 of a major European deployment project for the Vusion platform (EdgeSense, V-cloud, and Captana). Walmart's deployment now confirms on a large scale the performance of the EdgeSense platform, which has no equivalent in the world today for optimizing productivity, speed, and accuracy in shelf management tasks and in-store e-commerce order preparation. In particular, our bet on the BLE protocol for our new IoT operating system (VusionOX) is proving decisive and is expected to become standard in the industry, as is the choice to pool energy in a smart rail to enable applications and maximize ROI. (1) Restated figures reflect the reported financials before adjusting for certain non-cash IFRS restatements related to the Walmart contract. These adjustments only impact the Americas & Asia-Pacific region. Message from the Chairman & CEO Innovation was once again at the heart of our priorities in 2025, with a 20% increase in our R&D investments, this increase being largely dedicated to new products around Data, AI, and Retail Media. We have significantly enhanced our Captana solution and expect to deploy more than 150,000 AI cameras this year. 2025 was also a year of significant growth in our capabilities and industrial competitiveness, which contributed to the improvement of our profitability (+2.3 points of EBITDA). We also considerably strengthened our financial structure, which allows us to finance our future growth, our R&D investments, to seize potential external growth opportunities if they arise, and to increase our dividend payments as promised. The year 2026 starts on a high note with the announcement on February 18 of our important partnership with Carrefour, which is the first large-scale, simultaneous deployment project in Europe for EdgeSense, Vusion Cloud, and Captana. This partnership is significant because, alongside the digital transformation of Carrefour's European hypermarkets and supermarkets, Carrefour and Vusion will create a joint innovation lab and collaborate to invent tomorrow's retail world. For the current year, we anticipate a revenue growth of between 15% and 20%, with a growth rate for VAS twice as high (around 40%), continued improvement in profitability and operating cash flow, while maintaining a very strong balance sheet and a surplus net cash position at year-end (excluding acquisitions). The transformation of retail is entering a new era that will place physical stores at the heart of the omnichannel strategies of retailers, as demonstrated by Walmart's extraordinary success. Vusion is more than ever at the forefront of this revolution, which is why we are confident about our growth prospects in the years to come. ‌Presentation of the Group SES (Store Electronic Systems) was founded over 30 years ago, in 1992, by an entrepreneur from a family of retailers in the north of France who grew up in his parents' supermarkets and wanted to bring technological innovations to an industry that greatly needed them to be modernized. The Company's origin explains one of the major differences of Vusion in the market: extensive knowledge of the retail business, its processes and its challenges, and high operational effectiveness of the solutions developed by the Company. Global Ambition Every product detail is engineered to ensure full operational reliability in the field, even under the demanding daily conditions of a retail business. From the beginning, SES differentiated itself through technological leadership and cost competitiveness, enabling its success first in France and then internationally. €1.5bn revenue Strategic alliance with NielsenIQ Partnership with Carrefour and first major deals in the Imagotag Findbox acquisition in Germany, specialized in AI and Computer Vision. Launch of Vusion IoT Cloud platform and creation of a subsidiary in the US . 2017 Qualcomm Technologies strategic partnership. 2019 2018 Rollout contract with Walmart to deploy 4,600 stores in the US. 2023 2022 Acquisitions of Memory, expert in data analytics, and United Kingdom 2025 2024 SES-imagotag becomes VusionGroup . VusionGroup's sales exceed the €1bn mark. Thierry Gadou becomes Chairman and CEO. 2012 1992 acquisition and birth of SES-imagotag. 2014 2013 SES becomes the Global N°1. 2016 PDi acquisition in Taïwan, the global leader in e-Paper display module engineering. MarketHub acquisition in the UK, specialized in AI and Data Analytics for Retail. Belive.ai , specialized in AI and Computer Vision for physical commerce. EcoVadis "Platinum Sustainability Rating" certification obtained for the Group sustainability performance. SES (Store Electronic Systems) inception in France. From the very beginning, the Group stood out through its technological edge and strong cost competitiveness, which explains its success first in France and then internationally. Introduction and presentation of the Group's activities Key Events of 2025 ‌Key Events of 2025 February 26: Vusion publishes its 2024 annual results (€1 billion in adjusted revenue, strong improvement in profitability, free cash flow). March 6: The Dutch organic retailer Ekoplaza selects Vusion to accelerate the digitalization of its stores. April 15: The pharmacy chain Dr. Max partners with Vusion to digitalize its stores in Europe. April 23: Vusion publishes its Q1 2025 sales (strong growth) and confirms its outlook. May 6: NielsenIQ and Vusion announce a partnership to improve retail execution and in-store measurement. May 20: The German retailer Lekkerland (REWE Group) chooses Vusion to digitalize pricing and operations management in its 24/7 autonomous stores. May 22: The British retailer Co-op selects Vusion to deploy digitalization solutions in its stores. June 12: Carrefour and Vusion launch a test of next-generation connected stores using the EdgeSense platform and data/AI solutions. June 24: The Spanish retailer Eroski partners with Vusion to digitize its stores. July 30: Publication of first half 2025 sales , announcing record activity and strong growth in the United States. September 15: Publication of first half 2025 results : strong profitability growth and upward revision of annual guidance. October 3: British retailer Asda deploys Vusion's electronic shelf labels in its Asda Express stores. October 20: Vusion unveils its EdgeSense AI initiative, focused on integrating generative AI in stores. October 22: Publication of the third quarter 2024 revenue with a record order level over 9 months of €1.1 billion, up 63%, driven by strong momentum in the United States and numerous commercial successes in Europe. October 22: British retailer Morrisons partners with Vusion to digitize price management across all its supermarkets. October 31: German retailer DM selects Vusion as a strategic partner and deploys the EdgeSense platform. November 26: German DIY retailer OBI rolls out Vusion technologies in over 200 stores. Universal Registration Document 2025 9 24 Subsidiaries and sales offices around the world For over 30 years, Vusion has been supporting the growth of its long-standing customers in Europe (Leclerc, Intermarché, Carrefour, Edeka, DM, etc.) and continues to launch new partnerships on other continents (Walmart, 7-Eleven...), i.e. a total of more than 350 distributors worldwide. GROUP'S HEADQUARTERS Europe : France LOGISTICS Europe : France and Austria Americas : United States and Mexico (1) In 2025 SUBSIDIARIES AND SALES REPRESENTATIVE OFFICES (1) Europe : France, Austria, Germany, Croatia, Denmark, Spain, Italy, Ireland, the Netherlands, Poland, the United Kingdom and Sweden More than 350 international partners Americas : United States, Canada and Mexico Asia : Australia, Hong Kong, Singapore, Taiwan, and Japan RESEARCH AND DEVELOPMENT CENTERS IoT : France, Austria, Germany, United States, Croatia and Taiwan Software : France, Germany and Ireland Vision & Mission ‌Vision & Mission Technology supporting retailers, consumers and brands Solutions Physical retail is the world's largest industry, accounting for around 25% (1) of global GDP and employment, and having a significant impact on society. Yet, it faces major challenges: food security, food waste reduction, the carbon footprint of physical retail, and the environmental impact of logistics and packaging. Today, consumers increasingly expect a retail experience that is omnichannel, sustainable, transparent, secure, fair and respectful of personal data. It is imperative to put technology at the service of individuals and consumers. By leveraging IoT, Cloud and AI technologies to transform physical stores into high-value, data-driven digital assets that are increasingly automated, connected to consumers and suppliers, while delivering efficient and seamless services thanks to transparent, omnichannel and personalized information, and ensuring data privacy and integrity. Digitizing physical stores enables accurate, real-time insight into in-store activity, ushering in a new era of enhanced collaboration between suppliers and retailers to improve efficiency, transparency, security and resilience of the entire chain. As the world's leading physical retail technology player, Vusion's primary objective is to support retailers in their digital transformation. (1) Source: World Bank, Statista. Store Operational Excellence Local e-Commerce Acceleration Data-driven Commerce In-Store Digital Retail Media and Shopper Services Introduction and presentation of the Group's activities Store Operational Excellence ‌Store Operational Excellence The solutions developed by Vusion enable stores to operate more precisely and improve their operational efficiency. By automating tedious, low-value-added tasks, the technology deployed in stores facilitates daily management and provides a better working environment for employees. By combining IoT and Computer Vision, retailers can digitize manual operations while generating data at all levels of the stores to analyze performance and trigger corrective or value-adding actions. Price and promotion automation Merchandising compliance and assortment optimization Product availability and inventory management Supply chain traceability Food waste reduction and freshness management Local e-Commerce Acceleration ‌Local e-Commerce Acceleration The digitalization made possible by Vusion's technology allows retailers to adopt a hybrid, omnichannel model, combining the best of e-Commerce and physical retail. Stores become logistics centers for their e-Commerce, offering a strategic tool to deliver online orders quickly and close to consumers. This local e-Commerce model, driven by the digital transformation of stores, avoids the creation of additional logistics warehouses, which are significant sources of carbon emissions, and streamlines e-Commerce logistics flows. Optimization of logistics flows Improvement of e-Commerce order preparation Offering local products online and in-store Optimized omnichannel product availability Introduction and presentation of the Group's activities Data-driven Commerce ‌Data-driven Commerce Commerce driven by data generated and captured by Vusion solutions enables retailers and brands to optimize their assortment, pricing, promotions, and inventory using real-time data. Through artificial intelligence, in-depth analytics, and shelf-edge signals, the Vusion platform fosters better informed decision-making, enhances collaboration, and transforms daily execution into measurable growth. The data captured and generated in store also enable retailers to better collaborate with brands, by sharing commercial performance of products and compliance of merchandising plans in real time. Assortment and in-store merchandising optimization Inventory and product availability optimization Pricing and promotion optimization Collaboration between retailers and brands In-Store Digital Retail Media and Shopper Services ‌In-Store Digital Retail Media and Shopper Services Vusion technology turns stores into digital media platforms that engage shoppers with the best content, at the right time. Powered by in-store IoT and data, it connects retailers, brands, and shoppers to deliver measurable media impact, enhance engagement, and personalize the shopping journey. Brands can interact directly with consumers, while retailers can convert their traffic into additional revenue. Digitalized retail media Personalized in-store activations Real-time tracking of advertising campaign performance Personalized and connected shopping journey Introduction and presentation of the Group's activities Strategy ‌Strategy Vusion's market: the digitalization of physical commerce Vusion is a specialist in the digitalization of physical stores and connected ESLs. The Group has formalized its strategy and its growth ambition in the "VUSION-27" plan presented at its Capital Markets Day in November 2022. In financial terms, the VUSION-27 plan's goal is for Vusion to generate revenue of €2.2 billion and reach an EBITDA margin of 22%. The strategy implemented to achieve the ambitions of the VUSION-27 plan is based on several key priorities: Growth and Leadership Vusion aims to retain and expand its position as the global leader in Cloud IoT for retail and industry. The top-line ambition is to reach 1 billion connected IoT devices, and revenue of €2.2 billion (for an estimated CAGR of 30%, with 40% of sales generated in the United States) by 2027. Customer First Deliver outstanding customer value, experience and ROI, for a net promoter score (NPS) of 70. Value-added software, services, and non-ESLs solutions (VAS) Develop revenue generated by the Cloud, software solutions, and services offered by the Group to reach €650 million. Top Operational Performance Achieve an efficient business and operating model through fully digitized operations and a superior supply chain, leading to an EBITDA margin of 22%. Positive Impact Make a proven and quantifiable contribution to a low-carbon and positive retail sector, as recognized by top sustainability ratings, and be a great place to work for our employees. 16 Universal Registration Document 2025 ‌Technology leadership, innovation and differentiation Vusion is recognized worldwide for its cutting-edge technology, particularly in terms of highly reliable and very low-power communication protocol, e-Paper and TFT digital display technologies for physical retail, and IoT Cloud solutions featuring high scalability and security (smart labels, sensors and connected cameras), artificial intelligence applied to image recognition, and collaborative online services. The Group invests 5 to 10% of its revenue in R&D (software, hardware, IT, industrialization). Approximately 30% of Vusion's workforce is part of the R&D Department, with engineers and technicians spread over nine specialized research centers (software/cloud, display, radio and IoT, computer vision & data) located in Europe (France, Germany, Austria, Ireland, and Croatia), Asia (Taiwan), and the United States. This major R&D effort is guided by the ambition to provide the best possible response to the increasingly demanding requirements of the retail sector: absolute reliability of prices; increased responsiveness of adjustment and multi-channel synchronization; commercial and marketing performance and quality of on-shelf displays; interactivity with consumers and improvement of the in-store experience; accuracy, quality and responsiveness in inventory management and linear availability; in-store employee productivity and focus on motivating and high-value-added tasks; development of e-commerce and in-store order preparation; drastic reduction in operating costs; growing cybersecurity challenges related to the digitization of points of sale. Resulting from years of development and consolidation of technological start-ups (Imagotag, Market Hub, Findbox, PDi, Memory, Belive.ai), the Vusion platform effectively responds to these challenges. Introduction and presentation of the Group's activities Technology leadership, innovation and differentiation The Vusion platform The Vusion Retail IoT Cloud platform helps retailers accelerate their digital transition and transform their physical stores into true digital, automated environments, driven by Data and AI and connected to consumers and suppliers: Vusion improves the agility and accuracy of prices and ensures the omnichannel synchronization of prices, product information, and marketing campaigns; Vusion optimizes the productivity and accuracy of order preparation and the restocking of products on shelves; Vusion eases the workload of in-store staff by automating low value-added processes and allows them to focus on customer service and merchandising; Vusion monitors the shelves in real time and connects them to the Cloud, providing precise, real-time information on the availability of products on the shelves, their location, and compliance with merchandising plans, while reducing inventories, stock-outs, and waste; Lastly, Vusion provides consumers with better, more transparent, and reliable product information, as well as a smooth shopping experience thanks to product search, in-store guidance, and pay-per-label features. Vusion: a cutting-edge technology backed by an active intellectual property strategy. An industrial Cloud and high availability The Vusion platform helps large retailers benefit from all the "elastic" power of the Cloud to deploy very quickly and manage a large number of stores and digital labels over time at a much lower cost than any other architecture and with peak performance. For example, the ability to simultaneously update all prices for a retailer that has 1,000 stores (e.g., "Black Friday" scenario for 10 million ESLs), guaranteed in less than two hours. The Vusion Cloud is already a success at scale, now with more than 375 million labels fully managed in the VusionCloud. In accordance with GDPR legislation, all teams with access to and working on the Cloud operating in European stores are located entirely in Europe. A highly secure and ultra-efficient communication protocol The IoT transmission technology developed by Vusion is based on highly secure electronic chips produced by two recognized semiconductor giants (Texas Instruments and Silicon Labs) associated with VusionOX enabling very fast transmission speeds (hypermarkets can be updated in under an hour) with very low energy consumption. Each tag has a unique, tamper-proof encryption key and end-to-end transactions are secure. The protocol developed by Vusion guarantees that there will be no interference with other HF/ Wi-Fi networks. An in-store infrastructure that is both extremely light and robust Servers and Core Appliances are no longer required in stores, eliminating any single point of failure (SPOF). The only active elements are the Access Points (AP), which are mutually redundant. Each ESL is "seen" by several APs, guaranteeing that hardware failures in stores have no effect on operations. Redundancy and the absence of a SPOF thus contribute to the solution's maximum availability. Pooling of ESL and Wi-Fi infrastructure Vusion has established close partnerships with Cisco-Meraki, Aruba, Mist (Juniper), Extreme Networks, Lancom, and Huawei, enabling the integration of Vusion's protocol on their Wi-Fi devices, eliminating the additional costs related to cabling, the installation, maintenance, and operation of infrastructure specific to ESLs. Skills are also pooled with those already required to operate Wi-Fi. As a result, operating and investment costs are significantly reduced. Vusion specializes in AI-powered digitalization solutions for physical commerce. Unrivaled expertise in color e-Paper technology Since the acquisition of PDi in Taiwan in 2016, Vusion has been the pioneer of color e-Paper developments in close collaboration with our partner (and shareholder) E Ink, and carried out the vast majority of deployments using color labels, which helped major retailers to effectively and efficiently distribute their commercial and promotional policies. The widest range of e-Paper graphic labels comprising 20 formats, including labels for extreme environments (for freezers and resistant to liquids, perfumes, and high temperatures). A high-speed and multi-color flashing light with the widest angle (180°) and the greatest visibility distance for genuine and truly effective visual assistance for picking up ("pick to light") and restocking merchandise. The EasyLock security system is tried and tested in the market with more than 100 million ESLs now secured in stores. The smart Eco-Design ensures that the electronic labels designed by the Group can be easily repaired and recycled. Since 2016, nearly 7 million ESLs have been collected and refurbished. This program and all of the Group's eco-design efforts are detailed in the CSRD statement enclosed in this URD. Industrial Superiority and Competitiveness Thanks to its strategic partnership with BOE, Vusion has developed the world's first megafactory for digital labels, which is automated and vertically integrated. The group has also established an industrial base in Vietnam with Jabil to serve the American market and is working on setting up operations in North America. As a global leader, Vusion leverages its scale advantage to offer its clients optimal competitiveness and quality. The design and industrialization quality is ensured through a rigorous selection of components, integrated solution security, intensive industrial testing, and certifications from major organizations. The Vusion solution stands out with the best total cost of ownership (TCO) on the market, thanks to competitive prices for premium quality labels, savings achieved via the Cloud, and the integration of the V:IoT protocol into Wi-Fi equipment. This reduces infrastructure and maintenance costs. The EasyLock mounting system protects electronic labels, reducing losses and theft. Overall, according to the Group's estimations, the Vusion solution offers a TCO that is at least 25% lower than other solutions on the market. Intellectual Property Innovation in support of retail has been central to Vusion's the mission and DNA since its founding over 30 years ago by a technology-driven retailer. Over the past decade, the pace of innovation has accelerated significantly, with a series of industry firsts, including the first geolocated label, NFC smart label, color labels, cloud platform, "infra- less" integration (Cisco), realogram technology, stock-out detection, and pay-to-tag solutions. Sustained growth in R&D investment over the recent years has reinforced the Company's technological leadership, underpinning its position as the undisputed global market leader and its strong worldwide market share. Number of patent families filed Vus b i y on V G u r s o io u n p si i nce 2015 4 Vusion supports this activity with a rigorous patent filing policy to secure its customers' long- term investments and protect them - given the size of the patent portfolio in the IoT field - from possible intellectual property appeals when the market becomes a mass market. More than 1,172 active patents in 19 countries 181 different families that cover all of Vusion's technological expertise (displays, IoT, radio, artificial intelligence, etc.) 32 1 09 201 5-201 9 2020-2025 +241 % Introduction and presentation of the Group's activities Geographic expansion and leading position in strategic markets ‌Geographic expansion and leading position in strategic markets Global presence In 2025, Vusion was a truly global company with around 90% of its revenue generated internationally. Vusion is the only player in its sector to have strengthened its international presence through its numerous subsidiaries (in the United States, Canada, Mexico, Australia, Japan, Taiwan, Hong Kong, Germany, Ireland, Austria, Croatia, Italy, Spain, Netherlands, Poland, United Kingdom, and Denmark), in addition to its network of international strategic partners. Vusion's ambition is to be a leader both globally and in all of its priority markets, as it has high potential. Its priority target is currently the top. 350 global retailers, but the Group is also developing, through a product offering and specific partnerships, a strategy dedicated to small and medium-sized retail chains, which will be an important driver of long-term profitable growth. As part of the Vusion'27 plan, the Group ambitions to reach sales of €2.2 bn by 2027 (30% CAGR), with half coming from Europe (€1.1 bn), €0.9bn from North America and €0.2 bn from the rest of the world. Leading references Vusion has more than 350 major distribution groups among its customers, half of which are in the Top 100 worldwide and around 40% in the Top 250 (based on the Deloitte Top 250 Global Powers of Retailing 2021). In particular, Vusion works with the most successful global retailers, leaders in their respective markets, such as Walmart, Edeka, Rewe, Casino, Leclerc, Colruyt, Coop, Dansk, Spar, MediaMarktSaturn, etc. Vusion stands out for its exceptional references in terms of large-scale deployment, with more than a dozen brands that have equipped more than 1,000 stores with the Vusion solution. 350 retail chains are customers of Vusion 50% of the top 100 companies according to Deloitte's ranking (1) 40% of the top 250 companies according to Deloitte's ranking (1) (1) Deloitte Top 250 Global Powers of Retailing Ranking. Leading global partner ecosystem ‌Leading global partner ecosystem For several years, the Group has been strengthening its cooperative ties with its partners (Microsoft, Qualcomm, SAP, E Ink, Aruba, Cisco-Meraki, Lancom, Mist, Panasonic, Proximus, T-Systems, Telefónica, etc.). This powerful global ecosystem of technology and business partners facilitates and accelerates the adoption of Vusion's digital solutions by retailers worldwide. A sustainable performance supporting its customers' sustainability ‌A sustainable performance supporting its customers' sustainability The mission of Vusion is to help the digital transformation of physical retail; it must benefit as many stores as possible around the world, but also consumers by meeting the highest standards to satisfy them and protect them. This digitization must also benefit the economy and society at large: better meet consumer expectations, improve store teams' well-being, build better cities (by reducing store erosion), produce less waste, increase food traceability and security, and contribute to the transition to more sustainable agriculture. These challenges are presented and structured in our roadmap for positive retail: Make physical stores a digital asset first . Contribute to the adoption of digital technologies by physical stores and sustain the economic health of the sector; Protect the environment by making the digital transformation of commerce low-carbon and sustainable. Aim at reducing the carbon footprint of our solutions and contribute to reducing that of our customers thanks to the many use cases enabling the avoidance of additional issues; while aligning itself with the additional issues; while aligning itself with the guiding principles of the OECD and the United Nations in terms of human rights, anti-corruption, legal compliance, and fair competition. Introduction and presentation of the Group's activities A sustainable performance supporting its customers' sustainability In 2025, the Group's sustainable development strategy was recognized with a new EcoVadis Platinum medal and, for the first time, an ISS ESG Prime status. Universal Registration Document 2025 23 ‌Legislative and regulatory environment The Group's activities are subject to various regulatory provisions under European Union law and national regulations applicable in the countries where it operates. Within the European Union, the regulations applicable to certain areas relating to the Group's activities are relatively harmonized between the various Member States in which the Group operates. The following developments are intended to provide an overview of the main regulations applicable to the Group's activities. Intellectual property regulations In the various countries where it operates, the Group is required to comply with the diverse regulations protecting intellectual and industrial property, particularly with regard to counterfeiting and patent law. At the European level, Directive (EU) 2015/2436 of the Parliament and of the Council of December 16, 2015 reconciling the laws of the Member States on trademarks, as amended, and, as regards the creation, registration and protection of a trademark at the European Union level, by Regulation (EU) 2017/1001 of the European Parliament and of the Council of June 14, 2017 on the European Union trademark, as amended. In accordance with these provisions, trademarks can be registered with the European Union Intellectual Property Office (EUIPO) in order to obtain protection throughout the European Union via a filing and single review procedure. The protection granted is for a period of 10 years and is renewable. Directive 2001/29 of the European Parliament and of the Council also harmonized certain aspects of copyright and neighboring rights, so that the mere display for sale or listing of protected trademarks could be made punishable. At the national level, trademarks can be registered with a competent national authority designated at the level of each State, such as the National Institute of Industrial Property (INPI) in France, and thus obtain national protection within the country in which registration is sought. In France, the filing of a trademark at the national level gives rise to a priority right of six months to extend protection abroad. Similar national regulations are applicable in the other countries in which the Group operates. Directive 2004/48/EC of April 29, 2004 on the enforcement of intellectual property rights aims to harmonize the measures, procedures and reme- dies available in the EU to combat infringement of intellectual property rights, including patents. It concerns all intellectual property rights, including patents, trademarks, copyrights and designs. Directive 2004/48/EC has strengthened the fight against counterfeiting in Europe and is regularly invoked by right holders, particularly in the context of patents and intellectual property litigation. Decree No. 2018-429 of May 31, 2018 on the European patent with unitary effect and on the unified patent court introduces specific rules for the payment of fees for maintaining a European patent in force in the event of rejection of the patent unitary effect by the European Patent Office or the unified patent court. It also specifies the exclusive jurisdiction of the unified patent court and the consequences of this jurisdiction on proceedings brought before the Paris Tribunal de Grande Instance . Legislative and regulatory environment Vusion: Innovative technology protected by an active intellectual property policy. Environmental regulations As part of its various activities, the Group is required to comply with environmental regulations. These regulations include the provisions on the removal and treatment of end-of-life electrical and electronic equipment, the regulation of which was harmonized at European level by Directive 2012/19/EU of the European Parliament and of the Council of July 4, 2012 on waste electrical and electronic equipment ("WEEE"). The Group must also ensure that it complies with the environmental standards inherent to its equipment, including the regulatory toxicological requirements of Regulation 2006/1907/EC of December 18, 2006 known as REACH. In addition, the regulations impose specific requirements on electrical and electronic equipment, in particular under Directive 2011/65/EU of the European Parliament and of the Council of June 8, 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment. For more details on sustainability information, see section 4 of this document. Data Regulation Regulation (EU) No. 2023/2854 on data (the "Data Act"), which entered into force on 11 January 2024 and is applicable since 12 September 2025, harmonizes the rules governing access to and use of personal and non-personal data, with the aim of developing a single market for data. In particular, the Data Act pursues the following objectives: To require accessibility of data generated through the use of connected devices and related services, made available to business customers or consumers, including for the purposes of data portability and switching service providers; To regulate the conditions under which data held by companies, and, subject to an "exceptional need", by public sector bodies and EU institutions, may be used; To address contractual imbalances that hinder fair data sharing between professionals. Given that the Group develops IoT solutions and SaaS services, this Regulation impacts the design of its products and services (data access and portability, technical interfaces), the structuring of its contractual relationships with customers and partners, as well as the organization of data flows and the provision of data, where applicable, for the benefit of public authorities. Regulations applicable to personal data In the course of its activities, the Group collects and processes personal data on behalf of the Group's companies, in their capacity as data controllers, on behalf of other Group companies as a subcontractor or on behalf of the Group's customers, as a subcontractor. Personal data is collected in the course of the Group's activities, in particular data relating to Group employees, Group service providers, Group customers and, where applicable, brick & mortar store customers who are themselves Group customers. Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of data ("GDPR") governs personal data protection in Europe since its entry into force on May 25, 2018 and applies to the processing, whether automated or not, of personal data carried out by any entity established in the territory of the European Union or to the processing carried out by an entity outside the European Union where the processing activities relate to the provision of goods or services to persons within the European Union or to the monitoring of the behavior (targeting) of such persons. Personal data is broadly defined as any information relating to an identified or identifiable natural person, directly or indirectly, regardless of the country of residence or nationality of that person. In accordance with the GDPR, the Group must comply with several essential rules in order to guarantee the confidentiality and security of the personal data processed. The GDPR offers Member States of the European Union the possibility of making local adaptations. France has made use of this option under the law of June 20, 2018, reforming Law No. 78-17 of January 6, 1978 relating to data processing, files and privacy (the "French Data Protection Act"). Therefore, in addition to the GDPR, local data protection laws in the countries in which the Group is established or offers services, in this case the French Data Protection Act, must be taken into account. Artificial Intelligence Regulation Regulation (EU) 2024/1689 on artificial intelligence (the "AI Act"), which will be applied progressively as from 2025, establishes a regulatory framework based on a risk-based approach, distinguishing in particular AI systems presenting an unacceptable risk (prohibited); high-risk AI systems (subject to enhanced requirements); Limited-risk AI systems (primarily subject to transparency obligations); and general-purpose AI models, which are subject to a specific regulatory regime. The Group is monitoring the work related to the adoption of the standards provided for under the AI Act and is gradually integrating these requirements into its development and deployment processes for AI-enabled solutions (e.g. governance of training data, documentation, risk management, user information). This framework operates in conjunction with the GDPR, which remains applicable to all processing of personal data, as well as with national requirements implemented by supervisory authorities, such as the French data protection authority (Commission nationale de l'informa-tique et des libertés - CNIL). Cybersecurity Regulation The Group's activities rely in part on digital infrastructures and services (cloud solutions), which must be secured in order to prevent cybersecurity incidents and limit their impact. Directive (EU) 2022/2555 of 14 December 2022 on measures for a high common level of cybersecurity across the Union ("NIS 2") strengthens the European framework applicable to operators in certain key sectors, in particular infrastructure operators and digital service providers. It introduces a categorisation of entities as "essential entities" and "important entities", primarily based on the sector of activity and the size of the entity, and imposes enhanced requirements in terms of cybersecurity governance, risk management and oversight of service providers. The Group is monitoring the national transposition measures of the NIS 2 Directive, assessing the applicability of this regime to its activities, and progressively strengthening its cybersecurity governance and risk management frameworks, including its procedures for the detection, response and notification of security incidents. Applicable anti-corruption legislation The Sapin II law, which entered into force on June 1, 2017, requires French companies with more than 500 employees and revenue in excess of €100 million to implement an anti-corruption compliance program. This program must include: a Code of Conduct defining and illustrating the different types of behavior to be prohibited; an internal whistleblowing system to collect reports from employees and related persons; risk mapping aimed at identifying, analyzing and prioritizing corruption risks; procedures for assessing third parties (customers, suppliers, intermediaries) based on risk mapping; internal accounting control procedures to ensure that the books, records and accounts do not conceal acts of corruption; the Waserman law, adopted on March 21, 2022, strengthens the protection of whistleblowers in France. It complements and improves the provisions of the Sapin II law. 28 Universal Registration Document 2025

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