EDAP TMS (FOCL) Proxy filing summary

Executive summary

• Achieved record HIFU revenue in 2025, driven by increased system placements and procedure volumes, especially in the U.S.

• Launched Focal One i, an advanced HIFU platform with enhanced imaging integration and new clinical capabilities.

• Received CE Mark for endometriosis treatment, expanding indications beyond prostate cancer.

• Refined business model to focus on high-growth, high-margin HIFU opportunities, reducing legacy activities.

• Entering 2026 with strong momentum, prioritizing global adoption, new indications, and commercial infrastructure.

Voting matters and shareholder proposals

• 32 resolutions scheduled, including director renewals, auditor appointment, financial statement approvals, and executive compensation votes.

• Board recommends FOR all resolutions except advisory votes on biennial/triennial say-on-pay and employee savings plan share issuance.

• Extraordinary resolutions seek authority for capital increases, mergers, and amendments to bylaws.

• Shareholders can vote in person, by proxy, or by mail; ADS holders vote via Depositary instructions.

Board of directors and corporate governance

• Board consists of five members, with separation of Chairman and CEO roles since 2023.

• Four of five directors are independent per Nasdaq standards; two-year director terms.

• Board committees (audit, compensation, nominations) operate under written charters and comply with French and U.S. regulations.

• Annual self-assessment and regular updates to governance practices based on feedback and best practices.

• Code of Conduct, Insider Trading Policy, and other governance documents are in place and publicly available.