EDAP TMS (EDAP) Proxy filing summary

Executive summary

• 2025 was a pivotal year marked by strong execution, record HIFU revenue, and the launch of the advanced Focal One i platform, driving global adoption and clinical integration, especially in the U.S. and EU.

• Regulatory milestones included CE Mark approval for endometriosis treatment, expanding the addressable market for non-invasive therapies.

• Strategic focus shifted to high-growth, high-margin HIFU business, reducing legacy activities to enhance long-term shareholder value.

• The company secured a €36 million EIB financing agreement to support R&D, with tranches tied to commercial and financial milestones.

• Despite a net loss, the company maintains sufficient liquidity for at least 12 months, with plans to draw further EIB funds in 2026.

Voting matters and shareholder proposals

• 32 resolutions are up for vote, including director renewals, approval of financial statements, allocation of losses, auditor renewal, executive compensation, and multiple capital authorization proposals.

• Board recommends FOR all resolutions except annual advisory votes on executive compensation every two or three years (AGAINST) and AGAINST capital increase for employee savings plan.

• Shareholders will vote on amendments to bylaws, including updates to share capital, board operations, and meeting procedures.

Board of directors and corporate governance

• Board consists of five members, with all current directors nominated for reelection for two-year terms.

• Chairman and CEO roles are separated; Dr. Lance Willsey serves as independent Chairman.

• Majority of directors are independent under Nasdaq and SEC rules; board committees include audit, compensation, and nominations.

• Governance documents and codes of conduct are publicly available; annual self-assessments and updates are conducted.