Edap Tms SA

This proposal asks shareholders to approve, as required under Article L.225-38 of the French Commercial Code, any related-person agreements that might have been entered into during fiscal 2025. The statutory auditors’ special report for FY2025 stated that no such agreements were entered into, so the practical effect of the resolution is to ratify the auditors’ report and to comply with French transparency and corporate governance rules. Management recommends a FOR vote because approval is ministerial when auditors report no covered agreements; it preserves regulatory compliance and provides shareholders with formal assurance that no related-party arrangements requiring special approval were concluded. A FOR vote confirms the Board’s commitment to disclosure and to the procedures for identifying, reviewing and, when required, reporting related-person transactions. The resolution does not itself authorize any specific transaction; rather it approves the auditors’ handling and the corporate disclosures for the period, which is standard practice for French entities and aligns with investor protection norms. In the rare event such agreements had existed, the shareholders would have been presented with the auditors’ analysis to decide on approval; here, shareholders are being asked simply to acknowledge and approve the auditors’ report and the Company’s representation. The Board frames this as a routine compliance matter, and management persists that a FOR vote supports transparent governance and reduces legal risk.

This set of proposals asks shareholders to: (i) approve the Company’s statutory financial statements prepared under French GAAP for FY2025, (ii) approve the consolidated financial statements prepared under IFRS/US GAAP for FY2025, and (iii) adopt the Board’s proposal to allocate the full statutory net book loss of €3,582,723 to retained earnings. Management seeks formal ratification of the accounts so that the statutory record is adopted and to provide shareholders the opportunity to review the auditors’ reports. The allocation resolution does not distribute cash but reflects an accounting decision to absorb the year’s loss into retained earnings, which is typical for a company carrying a loss. For investors, approval of the consolidated statements confirms the Company’s reported performance and cash position (including material lines such as growth in HIFU revenue and the EIB financing disclosed in the notes). The Board recommends FOR because approving the accounting record is a procedural step and because it allows the Company to move forward with regulatory and corporate housekeeping required under French law. A vote FOR also confirms that shareholders accept the Board’s presentation of financial results and the auditors’ opinion, which is especially important given the financing transactions (EIB warrants and debt) disclosed in the notes. Management warns that while the allocation increases negative retained earnings, it preserves liquidity and capital flexibility by not declaring dividends and supports the Company’s plan to use authorized financing facilities to bridge to profitability. Shareholders should note that approval is routine but important — it ratifies both management’s stewardship during 2025 and the formal financial record that underpins future capital actions.

This proposal specifically requests shareholder approval of the Company’s consolidated financial statements prepared under IFRS and US GAAP for the 2025 fiscal year. Management is seeking formal shareholder ratification to complete statutory filing requirements in France and to provide a consolidated view of the Group’s performance, including the growth of the HIFU business, the impact of R&D investments, and the EIB financing arrangement recognized in the notes. Approving these consolidated statements validates management’s accounting judgments (e.g., impairment tests, revenue recognition under IFRS 15, accounting for EIB warrants) and the auditors’ assessments. For sophisticated investors, this vote provides a signal of transparency and governance — a FOR vote affirms the auditors’ opinion and the Board’s oversight of financial reporting. The Board recommends FOR because acceptance permits the Company to finalize statutory filings and proceed with the planned capital and operational initiatives. Risks for shareholders include the fact that approval does not change past results and that certain footnote items (warrant liability, covenant waivers) highlight ongoing financing and liquidity considerations which shareholders should monitor going forward.

This proposal handles the statutory accounting allocation of the Company’s FY2025 loss by charging the €3,582,723 net book loss to retained earnings. The motion is an accounting formality rather than a redistribution of cash — it simply moves the loss into accumulated deficit, which will affect the Company’s balance sheet and potentially some covenant metrics. Management recommends a FOR vote because it aligns statutory records with the audited financials and preserves cash for near-term operations by not distributing dividends. For financial analysts, this allocation confirms the Company’s continued focus on reinvesting or preserving cash to fund HIFU commercialization and R&D, while the balance sheet reflects a larger retained deficit. Shareholders should note that repeated allocations of losses reduce distributable reserves and may affect future dividend prospects but do not directly alter operational plans; the Board is pursuing capital delegations and financing to support growth while managing balance sheet impacts.

This non-binding proposal (say-on-pay) asks shareholders to approve the Company’s disclosed executive compensation framework and 2025 payouts for named executive officers. Management frames executive pay as pay-for-performance, with a meaningful portion of compensation in long-term equity (stock options, RSUs) to align management incentives with shareholder value. The Board emphasizes that the advisory vote is non-binding but will be carefully considered; if shareholders express concerns, the compensation committee will review and potentially adjust future programs. For investors, a FOR vote signals support for management’s compensation philosophy, whereas a significant opposition could prompt engagement and design changes. Given the Board’s recommendation and the Company’s emphasis on growth in its HIFU platform, management argues the current approach supports recruitment and retention during a capital-intensive commercialization phase. Risks include potential dilution from equity awards and the need to balance near-term cash preservation with competitive pay; the Board commits to monitoring outcomes and investor feedback when setting future compensation. The company also offers frequency options (annual, biennial, triennial) in Resolutions 13–15 to gauge shareholder preference on how often to hold say-on-pay votes.

This trio of advisory items asks shareholders to indicate their preference for the frequency of future non-binding say-on-pay votes — annually, every two years, or every three years. The Board recommends an annual frequency, arguing it facilitates regular engagement and timely shareholder feedback on compensation decisions, which is especially relevant for a smaller, high-growth medical device company navigating commercialization and regulatory milestones. For investors, the choice signals how often they want to review pay practices: annual votes maximize oversight but can be resource intensive; multi-year votes reduce administrative burden but lessen near-term recourse. The Board advises shareholders to vote FOR the annual option (Resolution 13) and AGAINST Resolutions 14 and 15; management states it will treat the most supported resolution as the shareholder recommendation even if no single option receives a majority. While non-binding, the outcome will guide the compensation committee’s cadence for engagement and may shape how quickly the Company adapts pay programs based on shareholder concerns. The Company commits to continued investor outreach regardless of the chosen cadence. Given its strategic transition and need for retention tools, management argues an annual rhythm enables closer alignment between pay outcomes and strategic progress.

This proposal offers shareholders the option to prefer biennial say-on-pay votes; the Board recommends AGAINST and instead favors annual votes for more regular oversight, arguing that annual input better aligns compensation with rapid operational developments and milestone-driven industries like medical devices. A vote in favor of the two-year option would reduce the frequency of formal shareholder feedback, potentially slowing the Company’s ability to respond to investor concerns. Given EDAP’s strategic inflection points (e.g., product launches, regulatory approvals, EIB financing), the Board believes that an annual cadence better serves transparency and alignment with shareholder interests. Although non-binding, the result will be considered by the compensation committee when establishing future engagement practice; a plurality in favor of biennial votes could lead to less frequent formal say-on-pay reviews. Management underscores ongoing shareholder communications between formal votes regardless of frequency, but maintains that annual votes facilitate immediate accountability for compensation outcomes. Given these factors, the Board recommends voting AGAINST Resolution 14 and for an annual schedule.

This resolution asks shareholders to indicate a preference for triennial say-on-pay votes; the Board advises AGAINST this option and supports annual votes to ensure ongoing shareholder input and accountability. In fast-moving sectors and during phases of strategic change, longer intervals between formal advisory votes can delay shareholder reactions to compensation decisions and diminish governance responsiveness. A FOR vote for triennial frequency would reduce administrative burden but could disconnect pay reviews from near-term performance indicators; it may be favored by investors prioritizing lower governance costs but is less attractive to those seeking frequent oversight. The Board notes that the advisory outcome is not binding but will inform its approach going forward, and reiterates that management will maintain engagement outside the formal vote cycle. Given the Company’s growth and financing activities, the Board believes annual votes are best practice and therefore recommends AGAINST Resolution 15.

This resolution seeks shareholder authorization to grant the Board a 26‑month delegation to issue shares and securities with preferential subscription rights for existing shareholders, up to an aggregate nominal amount of €2,600,000 (and a related debt cap). The delegation preserves shareholders’ preemptive rights while giving the Board the operational flexibility to deploy rights offerings quickly in support of capital needs such as R&D, commercial expansion, and working capital. For governance, the mechanism is less dilutive than private placements without preemptive rights and preserves market access via a rights offering structure; the Board will still determine timing and price within parameters and must report to the next shareholders’ meeting. From a shareholder perspective the delegation balances protecting existing owners (preferential rights retained) and enabling management to act swiftly in evolving capital markets; it is standard for growth-stage companies with financing needs. The Board recommends FOR because it maintains shareholder rights while preserving funding optionality — an important consideration given the Company’s R&D and commercialization strategy and recent EIB financing. Risks include potential dilution if shareholders do not fully subscribe and market discounting at issuance; the Board indicates it will use the tool judiciously and within the overall limit set by Resolution 25.

This proposal authorizes the Board to issue shares or securities via a public offering while canceling shareholders’ preferential subscription rights, subject to a pricing floor (VWAP of the last three NASDAQ sessions minus up to 30%) and an overall nominal cap of €2,600,000. Management seeks this authority to allow the Company to access public markets quickly when conditions are favorable and to optimize the capital structure with a market-based issuance, which can be less dilutive than private placements at steeper discounts. The Board still requires reporting back to shareholders and must operate within the resolution’s quantitative and pricing constraints; in effect it offers a market-driven alternative to rights issues. For investors, the delegation increases the Board’s optionality to raise funds efficiently but raises the potential for dilution and execution risk if shares are issued at a discount. The Board recommends FOR because, in a capital-intensive commercial and clinical expansion phase, the ability to issue publicly under prescribed safeguards is a strategic tool. Shareholders should weigh that safeguard (pricing floor) and overall issuance cap against the need for timely capital to sustain growth and R&D programs.

This resolution seeks shareholder authorization to enable the Board to issue shares or securities in private placements (qualified investors or limited circles under Article L.411‑2(1)) without shareholders’ preferential subscription rights, up to the stated nominal cap. The mechanics include a minimum pricing safeguard (VWAP of recent NASDAQ sessions less up to a 30% discount) and overall limits designed to constrain dilution. Management wants this capability to rapidly access institutional capital when strategic opportunities arise or when a targeted investor base can provide more favorable economics or strategic value than a broad public offering. From a governance viewpoint, private placements can be faster and provide certainty of execution, but they can also be more dilutive and concentrate ownership if used frequently. The Board recommends FOR because this delegation broadens the toolbox for financing growth initiatives, while the pricing formula and global caps are intended to protect shareholders from opportunistic dilution. Investors should monitor any implementation to ensure fair pricing and strategic rationale for each issuance; the Board must report back to shareholders after using the authorization.

This resolution permits the Board to issue shares or securities without preemptive rights, reserved for a defined first category of investors (institutional/qualified investors, sector-specialist funds, placement agents as compensation, banks or guarantors), subject to a minimum subscription of €250,000 per investor and overall issuance caps. The delegation is intended to support strategic financing targeted at investors who can provide both capital and sector expertise, or to compensate placement agents and underwriters, including use in ATM-style programs or financing syndicated by banks. The authorization includes pricing safeguards (VWAP minus up to 30%) and an 18‑month life, and the Board must allocate issuances to beneficiaries. For shareholders, this tool can enable faster, more strategic capital raises but carries dilution risk if used frequently or at discounts; management emphasizes the minimum subscription threshold and investor criteria as protective elements. The Board recommends FOR because the delegation is targeted, time-limited, and supports flexible financing options to scale commercialization while retaining protective pricing floors and overall caps set in Resolution 25. Shareholders should expect transparent reporting on any use and rationale for chosen investors.

This resolution allows the Company to reserve a capital issuance without preferential subscription rights for a second category of targeted investors — practitioners who use the Company’s technologies, commercial partners, or patients who have been treated with the Company’s devices — capped at 150 subscribers and a minimum subscription of €10,000 per investor. Management envisages this as a strategic instrument to deepen clinical adoption, reward key users and partners, and potentially create ambassadors who align with the Company’s commercial expansion, particularly for HIFU adoption. The delegation includes price protections (VWAP-based floor minus up to 30%) and overall caps to mitigate dilution, and the Board retains allocation discretion within the defined beneficiary categories. From a shareholder perspective, such targeted programs can foster adoption and incentivize service providers, but may be controversial due to the potential for preferential access for non-institutional participants; the Board points to the relatively small per-investor minimum and overall cap as mitigating factors. The Board recommends FOR as a measured tool to support commercialization and stakeholder alignment while maintaining governance safeguards and reporting obligations to shareholders.

This resolution authorizes targeted capital issuances reserved for a third category of beneficiaries — specifically directors, officers, certain employees, or commercial partners — under defined pricing approaches (either recent market transaction price ±10% or VWAP minus up to 30%) and an 18‑month authorization window. The instrument is a controlled way to issue shares for retention, compensation, or strategic partner arrangements while providing the Board discretion to set specific pricing within stated bounds. For governance, reserved issuances to insiders are often scrutinized; however, the Board has included price constraints and an overall cap to alleviate dilution concerns. Management supports the tool as necessary to align key personnel and partners with long-term value creation, particularly as the Company executes its commercialization strategy. Shareholders should consider the potential for insider allocation and expect the Board to disclose rationale and recipients; the Board’s recommendation FOR reflects its view that the delegation supports talent retention and strategic partnerships while including mitigating pricing and aggregate limits.

This resolution authorizes the Board to grant an over-allotment option (greenshoe) allowing issuance of up to an additional 15% of any initial issuance made under the capital delegations (Resolutions 16–21). This is a standard market mechanism used to stabilize pricing and satisfy excess demand in offerings. The over-allotment shares count toward the aggregate cap in Resolution 25 and must be issued at the same price as the initial issuance, which helps limit arbitrary dilution. Management recommends FOR because it provides the company with customary flexibility to support successful market issues while preserving pricing fairness for initial subscribers. For shareholders, the tool is familiar and helps reduce market volatility on issuance, but it increases potential dilution if exercised; the overall cap and reporting requirements are governance safeguards. The Board commits to using this option only when it serves investor demand and the company’s financing needs.

This resolution delegates to the Board (for up to 26 months) the authority to approve and implement strategic reorganizations including mergers, absorptions, spin-offs, and partial asset contributions under French law. The delegation allows the Board to set transaction terms, subject to legal limits, and is intended to provide agile governance when considering strategic transactions that could be time-sensitive. If any such transaction requires a capital increase, that increase must fall within the cap set by Resolution 24; the Board must report on any use of the delegation to shareholders. For shareholders this delegation balances speed and agility for strategic M&A with protections via capital limits and reporting; it is frequently used by companies to enable timely execution of transactions without waiting for an extraordinary general meeting. Management recommends FOR because it believes the delegation enhances the Company’s ability to pursue growth or restructuring opportunities while remaining accountable to shareholders.

This resolution empowers the Board to issue ordinary shares or securities giving access to shares as consideration for contributions in kind associated with mergers, demergers or partial asset contributions decided under Resolution 23. The authorization is bounded by the established nominal caps and includes a waiver of preemptive rights in favor of the contributing company’s shareholders, which is customary in M&A transactions. Management requests the authority to complete transactions when part of reorganizations or acquisitions where share consideration is appropriate, subject to caps and reporting; this mechanism streamlines execution and avoids the need for an extraordinary meeting for each transaction. From a shareholder perspective, issuance for contributions can be value-accretive if acquisitions or mergers create synergies but can dilute existing holders; the Board notes limits and requests the delegation only where strategic justification exists. The Board recommends FOR as it provides a standard corporate M&A tool while containing procedural and quantitative safeguards to limit excessive dilution.

This resolution establishes the aggregate ceilings that apply to the capital-authorizing delegations in Resolutions 16–24, fixing a €2.6 million nominal cap on share issuances (approximately 20 million shares at €0.13 par) and a €75 million cap on nominal debt securities. It is a housekeeping and protective measure that confines Board authority within predefined quantitative limits and reassures shareholders about the maximum dilution and indebtedness the Board may authorize without further shareholder approval. The Board frames the caps as a balance between shareholder protection and financing flexibility necessary to pursue growth initiatives. A FOR vote endorses the Board’s proposed upper bounds and is necessary for the other delegations to be meaningful; a rejection would constrain management’s ability to implement financing transactions quickly. Investors should note that the cap does not prevent future shareholder authorizations; it simply sets the current maximum the Board may use under the granted delegations.

This tailored resolution authorizes the Board to issue warrants or securities to the EIB (or successor) in connection with the EIB financing facility, specifically enabling issuance of additional warrants (Tranche C) calculated on an ADS-based formula and limited to a nominal €200,000 increase and up to a defined number of warrants. The delegation formalizes the contractual commitments made in the EIB Financing Agreement and provides the mechanics for conversion pricing and subscription terms consistent with the warrant agreements. For shareholders, the resolution is largely transactional — implementing a negotiated financing package — and includes price discount mechanics and reporting obligations; it is necessary to honor the EIB financing structure and preserve the Company’s access to tranche-based funding. The Board recommends FOR to complete the financing package, while noting that the warrants were recognized at fair value on initial issuance and the related accounting and potential dilution are disclosed in the notes; shareholders should weigh the strategic benefits of the EIB funding against the warrant-related dilution and debt dynamics.

This proposal requests shareholder authorization for the Board to grant up to 2.2 million free shares (bonus shares) to employees and eligible corporate officers over a 38‑month period, with minimum vesting and holding requirements (aggregate minimum vesting+holding ≥ 2 years). Under French law, shareholder authorization is required to issue free shares; the program is intended to support recruitment, retention and alignment of management and employees with long-term shareholder value. For investors, such grants are a common long-term incentive instrument; dilution risk exists but is capped, and the Board retains discretion over vesting schedules and beneficiary selection. The Company intends to use the plan judiciously to incentivize key contributors to commercialization of Focal One and other strategic priorities. The Board recommends FOR because management views equity-based compensation as critical for talent retention in a competitive medical device market while the plan includes limits and safeguards to minimize excessive dilution.

This resolution would authorize the Board to increase capital for shares reserved to employees participating in the company savings plan (plan d’épargne entreprise), with a small nominal cap (€50,000) and an 18-month window. While legally required to enable employee savings plan share allocations, Company management recommends AGAINST because, as stated in the proxy, the delegation is not consistent with the Company’s profit-sharing policies and current structure. The Board’s position suggests it prefers other employee equity mechanisms (e.g., free shares under Resolution 27) over this instrument. For shareholders, rejection prevents a narrowly-capped employee savings program that management assesses as misaligned with corporate policy; approval would add a small dilution mechanism to facilitate employee share acquisition through designated savings vehicles. The Board encourages a vote AGAINST, citing governance and policy alignment considerations.

This housekeeping resolution seeks shareholder approval to amend bylaws Articles 7 and 8 (capital increase and decrease provisions) so they reference applicable French legal provisions rather than reproducing the legal text in full, streamlining the bylaws and reducing the need for future bylaw amendments when law changes. The change enhances corporate flexibility and reduces administrative burden while leaving substantive shareholder rights intact since the underlying law continues to apply. The Board recommends FOR as a prudent governance refinement, and the amendment is non-substantive in economic terms; it simply modernizes the bylaws. Shareholders should expect no change in their rights or the Company’s capital governance powers beyond better alignment with evolving legal provisions.

This governance-focused resolution updates Article 14 of the bylaws to incorporate modern board practices: enabling any director to convene a meeting if the Chairman fails to do so, allowing routine telecommunication participation to count toward quorum and majority (subject to any charter limits), and permitting written consultation decisions unless objected to. These amendments reflect recent legal changes and enhance board responsiveness and efficiency, particularly important for a multinational public company coordinating across time zones. For shareholders, the edits are procedural and aim to facilitate timely oversight and decision-making; they do not remove substantive board duties or oversight. The Board recommends FOR because the changes align the Company with contemporary governance norms and support effective board functioning as the Company scales operations and engages in cross-border financing or transactions.

This amendment updates Article 22 to remove the prior-consent requirement for registered shareholders to be convened electronically and to set the shareholder record date five business days before the meeting — changes made to align the bylaws with recent French regulatory updates (Decree No. 2026‑94). The modifications facilitate electronic convening and modernize administrative procedures, improving shareholder access and lowering logistical friction for meetings. For investors, the changes increase the Company’s flexibility to use electronic notice and participation mechanisms, while preserving procedural safeguards (record date rule). The Board supports the change as a necessary legal and operational update; the amendment is administrative in nature and not economically dilutive.

This housekeeping resolution proposes a set of non-material amendments to several bylaw articles (Payment for Shares; Statutory Auditors; Expert; Inventory/Financial Statements; Dissolution; Liquidation) in order to reflect minor legal updates and improve clarity. The changes are procedural and aim to ensure legal compliance and to streamline corporate documents; they do not affect shareholder rights or authorize material transactions. The Board recommends FOR because the amendments reduce ambiguity and align the bylaws with current law, improving corporate governance documentation. For investors, the resolution is administrative and unlikely to have economic consequences, but it supports better legal conformity and clarity in the company’s governance framework.