2024 URD
Universal Registration
Document
1




MERSEN
Universal Registration Document
page


1 Group Profile 3


2 Corporate governance report 27


3 Management Report 75


4 Sustainability report 103


4 Other sustainability information 195
BIS

Information about the Company,
5 the share capital and share ownership 203


6 Consolidated financial statements 219


7 Parent company financial statements 275


8 Additional information & glossaries 299




This is a translation into English for convenience purposes only of the (universal) registration document
of the Company issued in French and it is available on Mersen website www.mersen.com
Mersen is a global expert in electrical
power and advanced materials
for high-tech industries.
With more than 50 industrial sites and
21 R&D centers in about 30 countries
around the world, Mersen develops
custom-built solutions and delivers key
products for clients in order to meet the
new technological challenges shaping
tomorrow’s world.
For over 130 years, Mersen has focused
tirelessly on innovation to accompany
its clients and meet their needs.
Be it in wind power, solar power,
electronics, electric vehicles, aeronautics,
space or countless other sectors,
wherever technology is progressing,
you will always find a bit of Mersen.
GROUP PROFILE 3




MERSEN GROUP PROFILE 2024
04
INTRODUCTION
04 • MESSAGE FROM LUC THEMELIN




06
PROFILE
20
AMBITIONS
06 • MERSEN IN A NUTSHELL
& KEY FIGURES 20 • FOUR PILLARS
OF MEDIUM-TERM
08 • LANDMARK DATES GROWTH
10 • TRENDS AND 22 • MEDIUM-TERM
OPPORTUNITIES STRATEGIC PLAN
12 • BUSINESS MODEL
14 • OUR EXPERTISE
16 • OUR SOLUTIONS
BY MARKET
18 • OUR STRENGTHS




24
GOVERNANCE




26
SHARE
OWNERSHIP
& TRADING
4
MERSEN GROUP PROFILE 2024 INTRODUCTION MESSAGE FROM LUC THEMELIN




MESSAGE
FROM LUC THEMELIN
CHIEF EXECUTIVE
OFFICER OF MERSEN

We returned
to external growth
in 2024.



Luc Themelin, 64, has been Chief In recent years, Mersen has taken on a new dimension and acquired a
Executive Officer of Mersen since more comprehensive, dynamic, profitable and resilient profile thanks
May 11, 2016, after serving as to our unique expertise in electrical power and advanced materials, our
Chairman of the Management Board international presence and our position as world leader.
from August 2011 to May 2016. In 2024, Mersen set a new sales record, at €1,244 million. We have returned
He also sits on the Group’s Board to external growth, and are delighted to welcome the employees of GMI,
of Directors. He holds a PhD Bar-Lo and KTK to the Group. These acquisitions in the United States are
in ceramic materials science, an opportunity for us to expand our customer base while consolidating
and initially joined the Group our production resources and expertise.
in 1993 as an R&D engineer.
However, the Group’s organic sales growth of 2.6% in 2024 is below
initial expectations, due to a sharp downturn in deliveries to the solar cell
market in China in the second half of the year and slower growth in SiC
semiconductors due to turbulence in the electric vehicle market. These
factors have also led the Group to push back its medium-term objectives
by two years, from 2027 to 2029.
The Group rapidly adapted to the delay in these markets and achieved
an EBITDA margin of 16.5%, virtually unchanged from last year. The
increase in development costs for electric vehicles and the p-SiC
substrate development project was offset by the ramping up of measures
to improve the profitability of certain sites and product lines, with
effects already visible at the end of 2024. The operating margin before
non-recurring items, at 10.5% of sales, was 80 basis points lower than in
2023, due to the increase in depreciation and amortization linked to the
significant investments made in 2023 and 2024.
5




16.5% 3




MERSEN GROUP PROFILE 2024
EBITDA MARGIN BEFORE ACQUISITIONS:
NON-RECURRING ITEMS GMI, BAR-LO AND KTK




Thanks to an increase in prepayments on contracts in the SiC
semiconductor market and the initial effects of the inventory reduction
plan announced at the end of October, the Group was able to generate
record net cash from operating activities before capital expenditure over
The Board
the year.
of Directors
Net debt at the end of 2024 stood at €370 million, a significant increase
compared to December 31, 2023, due to record capital expenditure and will ask
the financing of acquisitions. However, the Group’s financial structure
remains solid, with a leverage ratio (net debt/EBITDA) of 1.8x, in line with shareholders
its policy. We also strengthened our cash position with the issue of a
€100 million German private placement “Schuldschein”) in March 2024,
to approve
together with a US private placement of almost USD 195 million signed
in February 2025.
a dividend
Lastly, the Group has complied with the European Corporate of €0.90 per share.
Sustainability Reporting Directive (CSRD) and published its first
sustainability report this year. In the future, the CSR double materiality
assessment will help align the Group’s strategy even more closely with
its sustainability objectives.
Based on these results, the Board of Directors will ask shareholders at
the Annual General Meeting to approve a cash dividend of €0.90 per
share for 2024, in line with the Group’s policy.
In 2025, we will continue to implement our strategic plan, leveraging
growth opportunities in our markets and pursuing our adaptation and
cost optimization initiatives against a backdrop that remains turbulent.


Luc Themelin
6
MERSEN GROUP PROFILE 2024 PROFILE MERSEN IN A NUTSHELL & KEY FIGURES




MERSEN IN A NUTSHELL
& KEY FIGURES FOR 2024
A global expert in electrical power and advanced materials,
Mersen partners companies around the world that drive
today’s industry and shape tomorrow’s society.
A committed partner and core technology provider.



OUR SOLUTIONS

The Group develops • High-temperature graphite solutions
tailor-made solutions • High-temperature insulation
and supplies key products • Advanced mirrors
across ten main product lines • Anti-corrosion equipment
to meet new technological • Power transfer
challenges. • Power conversion
• Overcurrent protection
• Overvoltage protection
• Motor brushes
• Signal transfer




€1,244M IN SALES
55%
FOR SUSTAINABLE
DEVELOPMENT MARKETS




EARNINGS DIVIDEND FINANCIAL STRUCTURE
PER SHARE


€206M €0.90 10.8%
EBITDA BEFORE Subject to shareholder RETURN ON
NON-RECURRING ITEMS approval at the Annual CAPITAL EMPLOYED
General Meeting


€131M 1.8
OPERATING INCOME LEVERAGE
BEFORE NON-RECURRING ITEMS



€59M
NET INCOME ATTRIBUTABLE
TO MERSEN SHAREHOLDERS


OUR COMMITMENTS
7




MERSEN GROUP PROFILE 2024
MERSEN
WORLDWIDE


7,466
EMPLOYEES
33
COUNTRIES
55
SITES WORLDWIDE
(of which 18 with more than 125 employees)




NORTH AMERICA EUROPE


ASIA-PACIFIC
34%
EMPLOYEES
38%
EMPLOYEES


19 19 21%
EMPLOYEES
MANUFACTURING SITES MANUFACTURING SITES


41% 32% 13
MANUFACTURING SITES
OF SALES OF SALES


24%
OF SALES




REST
OF THE WORLD



7%
EMPLOYEES


4
MANUFACTURING SITES


3%
OF SALES
8
MERSEN GROUP PROFILE 2024 PROFILE LANDMARK DATES




LANDMARK
DATES
The revolution in electricity,
where it all began
Mersen’s roots lay in a technology that was about to play
a decisive role in the coming electrical revolution: carbon REBUILDING
arc rods. These would illuminate public spaces and large
department stores from the 1870s.
Following on from lighting and arc lamps, electric motors When France was liberated in 1945, Carbone
gave the Group’s founders opportunities to develop on an Lorraine recovered most of its plants in working
industrial scale. Electricity was being produced by dynamos order. However, the Group emerged weakened
in which the current was transmitted by sliding contacts from the global conflict.
in the form of small brushes made of carbon, another major It was now faced with a major challenge:
market that would underpin Mersen’s growth. modernize or disappear. Under the leadership
In addition, electrical networks also required distribution, of its new Chairman, Charles Malégarie, the Group
control and protection equipment: Mersen rapidly became rallied to return to the industrial presence it had
a leader in the electrical appliances industry. enjoyed in the 1930s.



1950–1985 Resumption of worldwide
distribution of products
from Ferraz, a Lyon-based
FOUNDING manufacturer of industrial fuses
and brush-holders

The adventure began with two entrepreneurs,
Maurice Lacombe and Fabius Henrion. Their
companies – Le Carbone and the Compagnie
Lorraine de Charbons – merged in 1937 to give
rise to the Carbone Lorraine group. These two
entrepreneurs are the true founders of Mersen.




1891 Establishment of the Fabius Henrion
factory, producing electric motors,
dynamos and lamps




1892 Creation of Le Carbone in Paris, 1961 Construction of the Amiens
specializing in the manufacture plant to manufacture brushes
of brushes for motors for electric motors



1897 Opening of the first foreign
subsidiary, in Germany




1937 Foundation of Carbone Lorraine
9




MERSEN GROUP PROFILE 2024
EXPANDING CONSOLIDATING


In the early 80s, the Group decided In 2010, the Group undertook to bring its identity
to reinvent itself. The aim was to move away in line with its new profile. Carbone Lorraine gave
from commonplace products and specialize way to Mersen.
in highly technical manufacturing methods.
At the same time, R&D efforts were more and more
focused around customers so as to offer them
tailor-made products. This important turning
point is what shaped the Mersen Group 2010 CARBONE LORRAINE
as we know it today. BECOMES MERSEN




1991 Acquisition of Stackpole’s electrical
applications and high-temperature 2010 Acquisition of a majority stake
assets (United States) in Boostec, a specialist in silicon
carbide

2010 Strengthening of the solar energy
1999 Acquisition of the Gould-Shawmut business with the acquisition
group’s electrical protection division of a majority stake in Yantaï in China
(American standard fuses)

2011 Acquisition of Eldre, a specialist
in laminated and insulated
bus bars

2014–2018 Acquisition of Cirprotec,
2005 Disposal of its automotive magnets a specialist in lightning
business and surge protection
devices (SPD)

2007 Inauguration of the Chongqing 2018 Acquisition of Idealec, a leader
plant, the Group’s first industrial in designing and manufacturing
facility in China to produce laminated bus bars
isostatic graphite
2018 Acquisition of FTCap, a leader
in designing and manufacturing
capacitors

2019 Acquisition of the Columbia site
to manufacture isostatic
and extruded graphite
and insulation felts


2008 Acquisition of Xianda (heat
exchangers) and Mingrong Electrical
Protection (MEP) (fuses),
the Group’s first acquisitions in China

2008 Disposal of its rail and motorcycle
braking business to Faiveley

2008 Acquisition of Calcarb, world no. 2
in rigid graphite felts


2019 Acquisition of Advanced Graphite
Materials Italy, a specialist in the
machining of graphite and carbon
fiber insulation

2020 Acquisition of GAB Neumann,
a specialist in graphite and silicon
2009 Disposal of its automotive carbide heat exchangers
and household electrical appliance
brush business
10
MERSEN GROUP PROFILE 2024 PROFILE TRENDS AND OPPORTUNITIES




TRENDS
AND OPPORTUNITIES
The energy transition is one of the greatest challenges of the 21st century, as the world
faces the depletion of natural resources, a growing need for energy supply, and climate
change.
The way forward is a structural transformation to reduce energy consumption and give
green energy a greater share of our energy mix.
Mersen sees these underlying trends as opportunities to further support economic
development and the global energy transition, delivering tailor-made solutions and key
products to customers to help them rise to these new technological challenges.




Supporting the development Mersen is contributing to the boom
of renewable energies in renewable energies: solar, wind
and hydroelectric.
At the end of 2023, renewable energies accounted
for 30% of global electricity production, of which Thanks to its offering of solutions and products
14% from hydroelectric power, 8% from wind power that help make these major energy sources possible,
and 5% from solar power. In 2024, the combined Mersen benefits from the short- and medium-term
capacities of solar and wind power overtook potential of these markets. Its global presence
hydroelectric power. Annual solar panel installations at the heart of its markets is also a major advantage.
climbed from 228 GW in 2022 to 440 GW in 2023,
and then to more than 550 GW in 2024.
Installed on-shore and off-shore wind power capacity
was estimated at around 1,150 GW worldwide
at the end of 2024 (1,020 GW worldwide at the end Helping convert
of 2023). and transmit electricity
Renewable energies are expected to account The development of high-performance storage
for 46% of global energy production in 2030 and transmission solutions is crucial if renewable
(source: IEA Renewables 2024), with particularly energies are to continue to rise.
strong growth in solar power.
Due to its intermittent nature, renewable power
has to be converted so that it can be transmitted
China is set to consolidate its leading position
and stored.
in the rollout of additional capacity, accounting
for 60% of global capacity expansion by 2030. Energy storage systems help balance electricity
Since 2020, China's cumulative photovoltaic solar supply and demand on power grids and mitigate
power capacity has almost quadrupled and its wind the intermittent output of renewables. Excess energy
power capacity has doubled, thanks to competitive produced at certain times can be stored and then
costs and support policies. fed back into the grid when demand is higher.
These systems also meet the needs of remote,
off-grid areas.




(1) Source: International Energy Agency (IEA).
11




MERSEN GROUP PROFILE 2024
In most cases, electrical energy cannot be stored
or transmitted directly, so it is converted into the
form required for its intended use – from direct Mersen is a key player in the rise
current to alternating current, for example. of SiC semiconductors.
Thanks to power conversion, electricity from The Group’s expertise in supplying the components
renewable sources can be transformed into an needed to manufacture power semiconductors
energy form that is subsequently fed into power is virtually unique. Mersen’s isostatic graphite and
grids, or stored and transformed back when it needs insulators ensure perfect control of the reaction at
to be used. 2,400°C, to form very high-quality silicon carbide.



Power conversion is a key area
of development for Mersen. Participating in the development
The Group offers passive components for power of electric vehicles
management, as well as a wide range for optimizing
the operation of power conversion and storage The electric vehicle (BEV, HEV or PHEV(2)) market
systems to make sure they are safe and reliable. is thriving, with both the passenger vehicle, and
industrial and commercial heavy vehicle segments
enjoying robust growth.
More than 14 million new electric cars were
Improving power conversion sold in 2023, representing over 16% of total
car sales, compared with around 4% in 2020
efficiency with silicon carbide (source: JD Power).
semiconductors Growth in the passenger vehicle market has been
driven by China, early adopters and European
Silicon carbide (SiC) semiconductors, which perform regulatory requirements. In 2024, China accounted
better and consume less energy than their silicon (Si) for more than 60% of all electric vehicles sold, and
counterparts, are increasingly becoming the go-to is expected to continue to represent a significant
choice in the transition toward greater efficiency. share of the market in the medium term. In Europe
They are used in the conversion systems of electric and North America, electric vehicles are being
vehicles, energy storage, wind power and solar adopted more slowly than initially anticipated due to
energy. vehicle purchase costs and automakers and charging
They are particularly essential in accelerating infrastructures running behind schedule. The global
the adoption of electric vehicles, as they improve market is estimated to be delayed by about three
range and reduce battery charging times. years compared to the 2023 estimate.

The power components market was estimated
at USD 2.7 billion in 2023, 70% of which was used
in electric vehicles. Other end markets include Mersen is contributing to the powerful
manufacturing (speed drives for motors) and momentum of the electric vehicle market.
renewable energies (power conversion). Despite the
Thanks to its expertise in cutting-edge technologies
current temporary slowdown in the electric vehicle
and its long experience in sectors that share the
market, with an estimated delay of about three years
same need for electrical protection and energy
compared to the 2023 estimate, strong growth
management, the Group has been developing and
is still expected: the market is set to climb
adapting its products (particularly fuses and bus
to around USD 10 billion by 2029(1),
bars) for several years to meet the requirements for
i.e., a growth rate of around 25% per year.
battery protection and connection and for the range
of electric vehicles.




(1) Source: Yole: Power SiC – Markets and Applications 2024.
(2) Plug-in Hybrid Electric Vehicle.
12
MERSEN GROUP PROFILE 2024 PROFILE BUSINESS MODEL




BUSINESS Purpose
MODEL
SUPPLY
CHAIN BUSINESSES




✚ Processed raw ADVANCED ELECTRICAL
materials (black MATERIALS POWER
materials)
✚ New or recycled
Design Design
metals Materials formulation Concept
✚ Energy Transformation Assembly
✚ Plastic Treatment processes,
✚ Sand finishing ✚ Fuses
✚ Cooling
✚ Graphite ✚ Bus bars
✚ Brushes ✚ Capacitors
✚ Felts




• €710m in purchases • 55 manufacturing sites
• 76% renewable • 59% of sites certified ISO 14001 (>125 people)
electricity • €204m in capital expenditure
• 21 R&D centers
• 7,466 employees
• €390m in fixed salaries
• €31m in profit sharing plans and bonuses
13




MERSEN GROUP PROFILE 2024
WE PROVIDE MANUFACTURERS ALL OVER
THE WORLD WITH INNOVATIVE SOLUTIONS TO
ENHANCE THE PERFORMANCE OF THEIR OFFER.




END USE
CUSTOMERS OF PRODUCTS




DISTRIBUTORS




OEM & MANUFACTURERS MARKETS

Energy
Electronics
Transportation
Chemicals
Process industries




• 55% of sales linked to
sustainable development


ECONOMIC CONTRIBUTION

• €31m in dividends paid
• €13m in income tax
• €17m in interest paid to banks
14
MERSEN GROUP PROFILE 2024 PROFILE OUR EXPERTISE




OUR
EXPERTISE
Since its beginnings at the end of the 19th century, Mersen has gradually transformed
into an industrial group with recognized expertise in two key areas – Advanced
Materials and Electrical Power. The Group primarily develops innovative solutions
tailored to its customers’ needs.




Advanced Materials
€690M
segment IN SALES


In the Advanced Materials segment, the Group operates across the entire
value chain, from the formulation and manufacture of materials (graphite,
silicon carbide, carbon fiber insulation and carbon-carbon composites)
55%
OF TOTAL SALES
to the design of final products in line with customer needs.
It offers a range of solutions and products designed to perform
the following principal functions:


Resistance against Protection Electric power
very high temperatures against corrosion transfer
Mersen’s range includes isostatic This is provided by equipment The Group’s range provides stable
graphite equipment, carbon-carbon using graphite, reactive metals and constant generation, flow and
composites, flexible and rigid insulating or silicon carbide for the chemical, transformation of electrical current
felt, silicon carbide parts (for solar pharmaceutical and metallurgy in industrial environments (steel,
applications and semiconductors) industries. mining, etc.), energy (power plants,
and other refractory components, hydropower plants, wind farms, etc.)
electrodes for electrical discharge and transportation (rail, aeronautics,
machining and kiln linings. Since 2019 space and maritime). This function
and the acquisition of the Columbia WORLD NO. 1-2(1)(2) is carried out with brushes, brush
site (United States), the Group has in graphite anticorrosion holders and power slip rings used
also produced specialty extruded equipment. in generators and motors, and with
graphite. In 2024, it boosted its pantograph strips and collectors and
graphite processing capabilities third-rail shoe systems for subways.
with the acquisition of two companies
in the United States (GMI and
Bar-Lo Carbon Products).
WORLD NO. 1-2(2)
in brushes and brush holders
for industrial electric motors.
(1)(2)
WORLD NO. 1
in high-temperature isostatic
graphite applications.




Main competitors (in alphabetical order)

• Helwig Carbon (United States) • Schunk (Germany) – isostatic graphite • Tokai Carbon (Japan) – isostatic
– brushes, brush-holders and transformation, brushes, brush-holders, graphite and extruded graphite.
pantograph strips. pantograph strips and carbon-carbon • Toyo Tanso (Japan) – isostatic graphite,
• Morgan Advanced Materials composites. carbon-carbon composites.
(United Kingdom) – brushes, • SGL Carbon (Germany) – isostatic
brush-holders and pantograph strips graphite, anticorrosion systems,
and flexible and insulating felt. extruded graphite and flexible
and rigid insulating felt.
15




MERSEN GROUP PROFILE 2024
Electrical Power
€554M
segment IN SALES




The Electrical Power segment offers a range of solutions
and products designed to perform the following principal
45%
OF TOTAL SALES
functions across the entire electrical chain:


Equipment and people protection Power conversion
This function prevents the destruction of This function changes the nature, voltage,
industrial and commercial electrical equipment, intensity or frequency of the current to meet
ensures an uninterrupted power supply and helps very diverse applications, such as motor speed
stabilize the electrical network. It is provided variation, solar and wind energy conversion,
by overcurrent protection devices (such electric vehicle propulsion and the management
as industrial fuses) and by surge protection of battery-based systems (electric vehicle
devices (to protect against damage from or stationary storage).
power surges). To provide this, Mersen is the only group with
The Group stands out for its ability to offer an offering for power electronics industry
a wide and thorough range of products that players that includes high-speed fuses, cooling
meet various regional standards (e.g., UL, IEC, devices, laminated bus bars, and capacitors
BS and DIN) and are aligned with the needs that are integrated around power electronics
of the majority of its distributor and components or in the architecture of battery
OEM customers. packs. In 2024, the Group strengthened its
expertise in cooling devices with the acquisition
of KTK Thermal Technologies.
WORLD NO. 2(2) For the electric vehicle market, some Group sites
in industrial fuses are certified to International Automotive Task
Force (IATF) standards.


WORLD NO. 1(1)(2)
supplier of components
for the power electronics market.




Main competitors (in alphabetical order)

• Boyd Corp (USA) – cooling devices • Method (USA) – bus bars • Wabtec (USA) – current collector
• Dehn (Germany) – surge protection devices • Phoenix Contact (USA) – surge protection devices and earth current return units
for rail transportation
• Eaton (USA) – industrial fuses • Rogers (USA) – bus bars
• WDI (China) – bus bars
• ETI (Slovenia) – industrial fuses • Siba (Germany) – industrial fuses
• Littelfuse (USA) – industrial fuses • TDK Electronics (Japan) – capacitors




(1) Some businesses are covered by the regulations on the control of exports of dual-use items and technology.
(2) Internal source: the Group operates in niche markets. It draws on its in-depth sector expertise and the financial and technical
documentation published by its competitors to establish its market position.
16
MERSEN GROUP PROFILE 2024 PROFILE OUR SOLUTIONS BY MARKET




OUR SOLUTIONS
BY MARKET
Mersen provides solutions for all sectors in manufacturing,
as well as all companies seeking efficiency and reliability.
ENERGIES




ELECTRONICS
19%
OF SALES


• Signal transmission systems,
brushes and brush holders for yaw
motors and grounding systems.
23%
OF SALES
• Full range of fuses, fusegears,
fuseholders and surge protection
devices. Si and compound
• High-speed fuses, capacitors, semiconductor manufacturing
laminated bus bars and cooling • High-grade, ultra-pure graphite
devices used for wind power for the manufacture of
Solutions and products for principal conversion. semiconductors.
energy sources, and renewable
• Maintenance services: technical • Coated graphite supports for
energies in particular.
diagnostics, equipment verification, epitaxy and deposition phases
installation and replacement of of semiconductor active layers
Solar power components. (CVD, MOCVD, ALD, etc.).
• Graphite and carbon fiber • Graphite parts for semiconductor
components for silicon ingot pulling Energy storage manufacturing steps (lithography
which are needed to guarantee the and ion implantation).
• Direct current surge protection
purity of solar cells and to control
solutions with fuse-based devices
the temperature of hot zones
and laminated bus bars to connect SiC semiconductor
during crystallization.
battery cells. manufacturing
• Isostatic graphite components
• High-speed fuses, capacitors, • Rigid felt and graphite
for the deposition of blue
laminated bus bars and cooling components for the PVT process.
anti-reflective coating on the
devices used in power conversion. • Coated graphite supports for
surface of solar panels
(PECVD process). epitaxy and deposition phases
Conventional energies of semiconductor active layers
• A full range of solutions for the
(CVD, MOCVD, ALD, etc.).
protection of photovoltaic panel • Power transfer solutions (brushes,
installations (circuit breakers, fuses slip ring assemblies, brush holders, • Polycrystalline substrates (p-SiC®)
and surge protection devices). and monitoring solutions). for Soitec’s SmartSiC process.
• High-speed fuses, capacitors, • Power management: fuses
laminated bus bars and cooling and fusegears, cooling devices Power conversion
devices used for power conversion, and laminated bus bars. • High-speed fuses, capacitors,
which can be used in an integrated  laminated bus bars and
architecture. cooling devices used for power
conversion, which can be used
Wind power in an integrated architecture.
• Carbon brushes and brush holders
and slip ring assemblies for current
collection for generators.
17




MERSEN GROUP PROFILE 2024
TRANSPORTATION




PROCESS INDUSTRIES
33%
OF SALES




16%
OF SALES
A wide range of tailor-made
products and solutions to meet
the challenges of energy efficiency
and electrical protection.
• Metallurgy: electrical and graphite
Rail • Materials and heat processing solutions for foundries and
solutions for manufacturing furnaces, hot and cold rolling mills,
Solutions that meet the needs
processes for superalloy galvanic lines and electrolysis
of rail infrastructure and rolling
reactor blades. systems.
stock:
• High temperature furnace
• High-speed fuses, capacitors,
industry: graphite refractories,
laminated bus bars and Electric vehicles thermal insulation and flexible
cooling devices used for
High-end BEV and pHEV graphite composite systems.
power conversion, which
and industrial and commercial • Sintering processes: graphite
can be used in an integrated
heavy vehicle markets: refractory tools to withstand
architecture.
• High-speed fuses and bus extreme pressure and temperature
• Current collector devices
bars for battery modules during processes.
(pantograph strips, third rail
and packs. • Glass industry: graphite solutions
shoes), brushes and brush
holders. • Dedicated range of fuses and grades specially designed for
to protect the electrical glass molding and handling.
system supporting auxiliary • Rubber and plastic: solutions
Aeronautics functions. designed for very specific
• Components for auxiliary • High-speed fuses, capacitors, operations (extrusion, injection,
motors, air conditioning, laminated bus bars and surge high temperatures, constant or
electrical power generation protection devices for electric variable speed, etc.).
and distribution systems. vehicle charging stations. • Pulp and paper: electrical,
• Wear-resistant composite mechanical and sealing solutions.
materials and brushes and
Space • Oil and gas industries: electrical,
brush holders designed for
• Silicon carbide mirrors and mechanical and sealing solutions
aircraft pressure systems.
structures for telescopes, and equipment for production
• Optimal electronics cooling processes (drilling and refining).
particularly for observation
systems, low-inductance
satellites, but also for
CORROSIVE CHEMICALS




laminated bus bars, turbine
ground-based telescopes
blade positioning devices
(ELT).
and components with lower
friction rates.




9%
OF SALES


The Group offers equipment
designed to meet the
most stringent production
requirements, in particular for
phosphoric acid, chlor-alkali,
active pharmaceutical ingredients,
isocyanates, acid and specialty
chemicals.
Made from graphite, SiC or
reactive metals, its customized
solutions:
• perform heat exchange and
reaction functions: heat
exchangers;
• transfer highly corrosive and
high-temperature fluids: columns,
reactors, pressure vessels, piping,
fittings and bellows.
18
MERSEN GROUP PROFILE 2024 PROFILE OUR STRENGTHS




OUR
STRENGTHS

88%
OF EMPLOYEES SATISFIED
WITH WORKING FOR MERSEN




96%
OF PLANT MANAGERS
RECRUITED LOCALLY




Local relationships
worldwide
Mersen works side-by-side with its customers
all over the world. The Group draws on its
production base of more than 50 manufacturing
sites in over 30 countries, overseen by local
managers to facilitate interaction with local
stakeholders.

4
VALUES
The Group leverages its knowledge of its
customers’ challenges to offer innovative
products and solutions, which are sometimes
developed jointly.



Employees committed
to shared values

Mersen’s major strength is its 7,400-plus
employees around the world who drive its
development according to a strict code of ethics
that guides all of the Group’s activities and
operations.
Its four core values are driven by 12 principles
of conduct and action:
• People first: health & safety, respect, people
development
• One step ahead: continuous improvement,
open to challenges, balanced achievement
• Cross collaboration: trust, open-mindedness,
collective intelligence
• Innovate for our customers: deep
understanding of customers & markets,
customer orientation, co-development
19




MERSEN GROUP PROFILE 2024
21
R&D CENTERS
230
EXPERTS AND SPECIALISTS
200
EMPLOYEES WORKING IN R&D AND
INNOVATION




Innovative answers to Partnerships to strengthen R&D
customer challenges The Group relies on a network of partnerships
and collaborations with external players such as
universities and large national research centers,
R&D organization which play a key role in helping the company
Mersen’s R&D organization is built around a lean to develop core knowledge, without which
central structure headed by the Group’s Chief the Group would be less efficient in delivering
Technical Officer (CTO), who also manages solutions to the increasingly complex problems
its 21 R&D centers. which its customers need to solve. It is also
This structure oversees the long-term vision involved in standardization and standards
and manages priorities in line with the company’s committees.
strategy. Each activity splits its efforts between
“everyday” innovations and very ambitious The Innovation Challenge
projects, in terms of both the challenges to be
solved and the value of the developments The Innovation Challenge is designed
in question for Mersen. to encourage and reward individual or collective
initiatives that can contribute to the Group’s
The Group devotes around 3% of its sales to growth or improve its performance.
research and development for products, materials It is an annual event and culminates in two prizes:
and processes, and to technical sales efforts
so as to constantly adapt its solutions or services • the “Growth +” prize rewards a team for putting
to each customer’s specific requirements. forward a successful growth project whose
Most of this expenditure is financed internally. execution is already contributing significantly
to Mersen’s sales growth;
The Group offers certain employees the option
of professional careers focused primarily on • the “Best Creative” prize rewards the best
the development of critical technical expertise innovative idea whose future implementation
for Mersen. The role of these 230 experts and could make a lasting contribution to the growth
specialists is to ensure that the Group’s internal or improvement of the Group’s net income.
scientific culture and know-how are leveraged
and passed on. Eco-design
Since 2021, Mersen has been stepping up its
A source of synergies between eco-design approach in order to reduce the
Mersen's different activities overall ecological impact of certain products.
One of the Group's defining characteristics For example, when developing new products
is the wide range of expertise required for its in the Electrical Power segment, the challenge
various activities to succeed, reflected by the is to design products that have a lesser impact
highly decentralized rollout of R&D projects. than existing product lines.
As such, Mersen ensures that central resources To achieve this, Mersen integrates environmental
are in place and available to each of its activities, criteria into its design process, such as carbon
in particular powerful computing resources weight (kg CO2eq.) and water acidification and
and the specialists needed to operate them, consumption.
making possible to multiply and streamline The process begins with a life cycle assessment
our digital simulations. As well as accelerating of the existing product to calculate its current
the development of all parties involved, these impact, identify areas for improvement and define
resources also make it easier to share relevant impact reduction targets. This assessment covers
expertise between activities. the product's entire life cycle, from the extraction
of materials to production, transportation, use
and end-of-life recycling. The results of this
assessment are then used to optimize the various
stages in the product's life cycle. For example,
the use of recycled materials may be increased
to optimize the materials extraction stage,
certain production sites may be selected to limit
emissions of pollutants, and identical materials
may be used for different components of the
same product to make it more easily recyclable.
20
MERSEN GROUP PROFILE 2024 AMBITIONS FOUR PILLARS OF MEDIUM-TERM GROWTH




FOUR PILLARS
OF MEDIUM-TERM
GROWTH
As a key player in manufacturing industries around the world,
Mersen follows a strategy based on four main pillars:




1 Pursuing the development
of solutions tailored to our
customers’ needs by relying
on our high value-added expertise
Mersen offers a wide range of products, services
and solutions in our two areas of expertise –
electrical power and advanced materials.
To effectively address customers’ specific needs,
the Group draws on its network of 21 R&D centers
located close to its customers across the world.
This proximity gives Mersen unique insight into
the challenges facing each player and enables
the Group to offer custom-designed, innovative
solutions backed by state-of-the-art technology.
Mersen is also pursuing its policy of targeted




2
acquisitions to provide its customers with an
enhanced experience, consolidate its leadership
positions and expand its operations in certain
regions.




Fostering growth in buoyant
sustainable development markets
by offering innovative and
sustainable solutions
Mersen works closely with major industry players
around the world, leveraging its international
sales and manufacturing network. It focuses
its efforts on markets with significant medium-
term growth potential that contribute to the
sustainable development of the planet, from
renewable energy to electronics, energy storage
and electric vehicles.
21




MERSEN GROUP PROFILE 2024
3
Continuing to implement its
competitiveness and performance
program while taking a socially
responsible approach
Mersen wants to gain in operational efficiency
while promoting the security and safety of
its plants and the people who work there
and strengthening its ties with stakeholders
in its host communities. The Group’s overall
performance is supported by a global operational
excellence initiative for all parts of the company,
from operations through to sales, with special
emphasis on improving health and safety in
the workplace and reducing the environmental
footprint of its sites.




4
Ensuring human capital
development by building
on Mersen’s strong identity
Mersen promotes a culture where people are
the bedrock of the Group and its development.
It has built a robust, deep-rooted and attractive
culture by offering employees genuine trust and
accountability, and by respecting local cultures
and fighting all forms of discrimination. Mersen
is committed to helping its employees grow –
while paying the utmost respect to human
rights – and providing social protection for all.
22
MERSEN GROUP PROFILE 2024 AMBITIONS MEDIUM-TERM STRATEGIC PLAN




MEDIUM-TERM
STRATEGIC PLAN
OPERATIONAL
AND FINANCIAL

In 2023, Mersen presented Mersen estimates that these markets will be delayed
by three years. The Group's other markets continue
its 2027 strategic plan to grow, and the Group can leverage its extensive
expertise, global leadership position, international
The plan draws on the stability of Mersen's traditional footprint and longstanding relationships with leading
markets as well as strong momentum from some players to continue its development.
buoyant energy transition markets:
Investments made as part of the Group’s growth
• silicon carbide semiconductors: Mersen supplies plan will be adjusted to this new context. They are
materials that are essential for manufacturing now expected to total between €280 million and
these power components, which are necessary €290 million over the 2023-2025 period, a reduction
for high-performance electric vehicles. of between €30 million and €40 million, excluding
the impact of inflation, on the amount initially
• silicon semiconductors: the Group has a strong planned in 2023.
position in the most sophisticated stages of the
manufacturing process.
• electric vehicles, with a dedicated offering
for battery connection and protection, including
a wide range of fuses.
Medium-term objectives
unchanged but postponed
• renewable energies, with:
- photovoltaic solar power, for which the Group
Mersen confirms the targets it announced in 2023
is a major supplier across the entire value
but is pushing them back by two years, to 2029.
chain, ranging from materials for the solar cell
production process to protection for panels Accordingly, by 2029, the Group is aiming for:
and conversion of the energy produced,
- wind power, with solutions that contribute • sales of around €1.7 billion;
to the functioning of wind turbines, spanning • operating margin before non-recurring items
from protection and electricity production of 12% of sales. This margin may vary
through to power transfer and cooling. by +/-50 basis points;
Alongside this strategic plan, the Group also drew up • EBITDA margin before non-recurring items
a plan for the capital expenditure necessary of 19% of sales. This margin may vary
to support its growth, earmarking approximately by +/-50 basis points;
€300 million for 2023-2025 – above its usual level
of expenditure – as well as around €100 million for • ROCE of 13%, which may vary by +/-50 basis
bolt-on acquisitions. points.

These objectives include bolt-on acquisitions,
of which three were completed in 2024.
Updating the roadmap
In the second half of 2024, a number of indicators
from our customers confirmed a slowdown
in the electric vehicle market, and consequently
in the related SiC semiconductor market.
23




MERSEN GROUP PROFILE 2024
CORPORATE
SOCIAL
RESPONSIBILITY
In March 2024, the Group plotted out a 2027 CSR roadmap, in line
with its strategic objectives and with a view to growing its business
in a responsible and sustainable way. No changes were made
to this roadmap in 2024. It will be reviewed over the coming
years in light of the European Corporate Sustainability Reporting
Directive (CSRD).
Mersen’s commitment to CSR is reflected in a number of objectives
across the entire value chain, built on four pillars:




Being responsible partners Promoting a social responsibility policy
Ensuring responsible purchasing for all: 100% employee beneficiaries
• Provide social protection with a universal
• Maintain a minimum of 85% of external purchases
indemnity in the event of death in service
with local suppliers
• Standardize profit-sharing schemes
• Less than 5% of suppliers with a CSR score
of less than 25 • Adopt a minimum amount of paid leave in all
countries

Promoting well-being, health and safety
at work
• Keep LTIR ≤1.8 and ISR ≤60
Limiting our environmental • Increase the number of management safety
footprint visits per employee by 30% (compared
with 2022)
Limiting greenhouse gas emissions
• Reduce GHG emission intensity (scopes 1 and 2)
by 35% (compared with 2022)
• Increase the share of renewable electricity to 80%

Recycling waste Cultivating an ethics
• Increase the share of waste recycled to 80% and regulatory
Limiting water consumption compliance culture
• Reduce water consumption by 15% (compared
Ethics training
with 2022)
• Compulsory for new hires
• Draw up a formal water conservation plan for all sites
exposed to water stress • Compulsory refresher training every two years
(individual or theme-based training by site)

Cybersecurity training
• Compulsory for employees with a personal
computer
Developing human capital
Promoting equal opportunity and diversity
• Encourage gender balance and diversity
in the workplace:
- % of senior management positions held
by women: 27%
- % women engineers and managers: ≥29%
- Improve inclusion of people with disabilities:
up 25% (compared with 2022)
24
MERSEN GROUP PROFILE 2024 GOVERNANCE




GOVERNANCE


BOARD OF

DIRECTORS
The Board of Directors determines the Company’s overall strategy, overseen by its Chairman in close
collaboration with Executive Management. As part of this role, it examines and approves the Company’s
strategic plans and activities.
It is assisted by two committees: the Audit and Accounts Committee and the Governance, Appointments
and Remuneration Committee.
Two directors play a coordinating role in strategic issues and CSR.




57%
PERCENTAGE OF
98%
AVERAGE ATTENDANCE
INDEPENDENT DIRECTORS RATE OF DIRECTORS




Olivier Legrain* Emmanuel Blot Pierre Creusy Carolle Foissaud
Chairman of the Representative of Director representing Member of the
Board and member Bpifrance Participations employees and member Governance,
of the Governance, in charge of CSR issues of the Governance, Appointments
Appointments and and member of the Appointments and Remuneration
Remuneration Audit and Accounts and Remuneration Committee
Committee Committee Committee




Emmanuelle Picard* Luc Themelin Denis Thiery* Jocelyne Vassoille*
Responsible for leading Chief Executive Officer Chair of the Audit and Chair of the Governance,
discussions on strategic of Mersen Accounts Committee Appointments
issues and member and member of and Remuneration
of the Audit and the Governance, Committee
Accounts Committee Appointments and
Remuneration
Committee
Board members (at the date of publication of the URD)


* Independent director
25




MERSEN GROUP PROFILE 2024
EXECUTIVE

COMMITTEE
The Executive Committee is responsible for managing the Mersen group’s operational affairs and meets
every month to review the Group’s financial and non-financial performance and decide on action plans
in various areas (including human resources, IT, procurement, legal affairs and development) in line with
its strategic priorities. The Executive Committee ensures that the Group’s organization runs smoothly.
To this end, it is closely involved in forecasting the human resources required for the continued
development of its business activities. It defines the Group’s sustainable development roadmap
and ensures that it is applied at all levels of the company.




16YEARS
AVERAGE LENGTH OF SERVICE
30%
WOMEN




Luc Themelin Thomas Baumgartner Gilles Boisseau Christophe Bommier Thomas Farkas
Chief Executive Officer Chief Financial Officer Executive Vice President, Group Vice President, Group Vice President,
Electrical Power Technology, Research, Strategy & Development
Innovation and Business
Support




Jean-Philippe Éric Guajioty Sylvie Guiganti Delphine Jacquemont Estelle Legrand
Fournier Executive Vice President, Group Chief General Counsel and Group Vice President,
Group Vice President, Advanced Materials Information Officer Secretary of the Board Human Resources
Operational Excellence of Directors
26
MERSEN GROUP PROFILE 2024 SHARE OWNERSHIP & TRADING




SHARE OWNERSHIP
& TRADING
SHARE OWNERSHIP on December 31, 2024



42.3%
International institutional
investors




37.1%
French institutional investors


20.3%
Individual shareholders
including employees
0.3%
Treasury shares


Number of shares: 24,418,312



SHARE PRICE in 2024


45

40

35

30

25

20

15 Mersen

10 Adjusted SBF
120 index
Jan. Feb. March April May June July Aug. Sept. Oct. Nov. Dec.




Share price on December 31, 2024: €20.60

Average daily transactions in 2024: 118,390 shares



DIVIDEND PER SHARE in €*

* Subject to shareholder approval
€0.90
at the Annual General Meeting
27




2 CORPORATE
GOVERNANCE REPORT

1. ADMINISTRATIVE AND MANAGEMENT BODIES 28
1.1. The Board of Directors 28
1.2. Executive Management 46

2. COMPENSATION AND BENEFITS
OF CORPORATE OFFICERS 47
2.1. Compensation policy for corporate officers 47
2.2. Compensation paid to directors and corporate officers in 2024 52
2.3. Free performance shares (executives programs) 57
2.4. Free shares (non-executives programs) 63
2.5. Free share authorization to be put to the shareholders’ vote
at the next Annual General Meeting on May 16, 2025 68
2.6. Components of compensation paid or granted to Luc Themelin
(Chief Executive Officer) in respect of the fiscal year
ended December 31, 2024 submitted to a vote
by the Combined General Meeting of May 16, 2025 68
2.7. Components of compensation paid or granted to Olivier Legrain
(Chairman of the Board) in respect of the fiscal year
ended December 31, 2024 submitted to a vote
by the Combined General Meeting of May 16, 2025 70

3. OTHER DISCLOSURES 71
3.1. Items likely to have an impact in the event of a public offer 71
3.2. Agreements within the meaning of Articles L.225-38 and L.225-39
of the French Commercial Code and agreements entered
into between (i) a corporate officer or a shareholder with more
than 10% of the voting rights and (ii) a controlled company
within the meaning of Article L.233-3 of the French Commercial Code 72

STATUTORY AUDITORS’ SPECIAL REPORT
ON RELATED-PARTY AGREEMENTS 73
28
CORPORATE GOVERNANCE REPORT
ADMINISTRATIVE AND MANAGEMENT BODIES
2
This corporate governance report was prepared by the Board of The corporate governance policy of Mersen (“the Company”) is
Directors in respect of the fiscal year ended December 31, 2024, in line with the legislative and regulatory provisions applicable to
in accordance with the provisions of Articles L.225-37, L.225-37-4 listed companies in France, its Articles of Association (available
and L.22-10-8 to L.22-10-11 of the French Commercial Code online at www.mersen.com) and the recommendations of the
(Code de commerce). Pursuant to these provisions, this report AFEP-MEDEF Corporate Governance Code for listed companies
was submitted for the opinion of the Governance, Appointments as revised in December 2022 to which the Company refers
and Remuneration Committee, which met on March 25, 2025, (hereinafter “the AFEP-MEDEF Code”) and whose provisions it
and for the approval of the Board of Directors on March 27, 2025. complies with. The AFEP-MEDEF Code is available (in French)
on the AFEP website (www.afep.com) and on the MEDEF website
(www.medef.com).




1. ADMINISTRATIVE AND MANAGEMENT BODIES
1.1. The Board of Directors

The Company has been governed by a Board of Directors and an The Internal Rules have seven articles and one annex:
Executive Management team since the Annual General Meeting of ■ Article 1 defines the composition of the Board of Directors in
May 11, 2016. It was previously governed by a two-tier structure accordance with its diversity policy applied to its members,
with a Supervisory Board and a Management Board. training of its members, and the concept of “independent”
members;
1.1.1. The Internal Rules of the Board ■ Article 2 relates to the role and duties of the Board of Directors
of Directors and indicates the lists of decisions made by the Chief Executive
The Internal Rules represent the governance charter for the Board Officer subject to the Board of Directors’ authorization or prior
of Directors and also govern the relationships between Board opinion;
members and the Company’s Chief Executive Officer, in a spirit of ■ Article 3 relates to the holding and the procedures of meetings
cooperation notably intended to ensure fluid exchanges between of the Board of Directors (notices of meetings, participation,
the corporate bodies in the interest of shareholders. majority rules, minutes, and Board secretary);
It is intended to give the Board the means to implement best ■ Article 4 covers the compensation and benefits paid to
practices in corporate governance in line with the recommendations members of the Board of Directors (directors’ compensation,
of the AFEP-MEDEF Code. compensation and benefits paid to the Chairman, and
The Internal Rules were amended in 2024 on several points and exceptional compensation and benefits);
in particular: ■ Article 5 covers the obligations applicable to members of the
■ The roles and duties of the Board of Directors and the Audit and Board of Directors;
Accounts Committee were expanded to include sustainability ■ Article 6 covers the assessment rules for the Board of Directors
matters, in accordance with the provisions of French and its Committees;
government order no. 2023-1142 of December 6, 2023 and
the French decree of December 30, 2023, which transposed ■ Article 7 governs the operating rules for the Committees set
the European Corporate Sustainability Reporting Directive up by the Board of Directors.
(“CSRD”) into French law; Annex 1 refers to the selection procedure for independent
■ The procedures for the assessment of the Board of Directors directors (see section 1.1.5 below).
were defined; The Internal Rules of the Board of Directors can be downloaded
■ Directors’ compensation was adjusted; from the Company’s website at www.mersen.com.

■ The prohibition on the use of videoconference or other means
of telecommunication to attend Board meetings called to 1.1.2. Assignments and duties
approve the annual financial statements was removed (this of the Board of Directors
prohibition has no longer been mandatory since the entry into The Board of Directors determines the Company’s overall strategy,
force of French law no. 2024-537 of June 13, 2024 aimed at overseen by its Chairman in close collaboration with Executive
making the Paris financial market more attractive). Management. As part of this role, it examines and approves the
Company’s strategic plans and activities.
29
CORPORATE GOVERNANCE REPORT
ADMINISTRATIVE AND MANAGEMENT BODIES
2
Under the Articles of Association, the Chairman of the Board ■ allocation of compensation among the members of the Board
of Directors is a natural person, appointed by the Board from of Directors, setting of the Chairman’s compensation in
among its members. The Chairman is responsible for convening accordance with the conditions provided for by the regulations;
the Board and directing its proceedings. The Chairman exercises ■ prior consultation on the content of the interim financial
their functions for the duration of their term of office as a director information released to the market;
and may be re-elected. The Chairman is subject to the same
age limit as the members of the Board of Directors and may, at ■ authorizations relating to guarantees and endorsements;
any time, be dismissed by the Board of Directors. The vote of ■ convening of the Annual General Meeting and approval of
the Chairman does not act as the casting vote in the event of a proposed resolutions;
tied vote.
■ set-up of stock option and free share plans.
The Chairman may delegate to another member of the Board their
powers for organizing the Board’s work, preparing Board meetings The Chief Executive Officer may not make decisions, unless
in advance and leading the discussions during Board meetings. previously authorized to do so by the Board, in the following areas:
Until May 16, 2024, Michel Crochon, an independent director, was ■ issues of securities conferring rights directly or indirectly to the
responsible for leading discussions on strategic issues. He was Company’s share capital;
replaced on that date by Emmanuelle Picard.
■ funding operations likely to substantially alter the Company’s
The Chairman and the director responsible for leading discussions financing structure;
on strategic issues may:
■ approval and/or modification of the Group’s business plan;
■ receive from the Company any documents that they deem
■ capital expenditure for organic growth exceeding the Group’s
useful for carrying out their duties;
annual budget or business plan by an aggregate amount of
■ hold meetings with the Chief Executive Officer (if the Chairman over €20 million;
does not also hold the position of Chief Executive Officer) and
■ acquisitions in any form (acquisitions of assets or equity
any Deputy Chief Executive Officers, as well as with any other
interests), the price of which, including all liabilities and less
person they may consider it useful to meet with;
any cash, exceeds €5 million;
■ request that any third parties of their choosing (specialists,
■ asset or equity interest disposals in an amount of over
advisers or statutory auditors) attend Board meetings;
€10 million per transaction, if not provided for in the annual
■ commission, at the Company’s expense and subject to the budget;
budgets approved by the Board of Directors, any internal or
■ authorizations to grant sureties, endorsements and guarantees,
external specialist studies or research that may help the Board
in accordance with the legal provisions in force;
in its discussions.
■ strategic partnership agreements that are likely to have a
The Board’s main duties are:
substantial impact on the Company’s business activities or
■ review of the financial position, cash position and commitments financial results;
of the Company and its subsidiaries; the Board also receives a
■ major internal restructuring operations;
monthly report on the Group’s net sales and net income, and
on the Group’s financial position; ■ major transactions that do not fall within the scope of the
Company’s announced strategy.
■ annual review and approval of the budget;
approval of the management report (including the sustainability
■
information) and the corporate governance report;
1.1.3. Promoting long-term value
creation and committing
review and approval of the parent company and consolidated
■
financial statements;
to corporate social responsibility
(CSR) issues
■ review of related-party agreements and annual assessment of
routine agreements entered into on arm’s length terms; In accordance with Article L.225-35 of the French Commercial
Code and with the AFEP-MEDEF Code, the Board of Directors
■ prior authorization of related-party agreements and their annual determines the priorities of the Company’s businesses and ensures
review in order to ensure that they are in the Company’s that these priorities are implemented in line with the general
interests; interest of the Company, while taking into consideration the social
■ appointment and removal of the Chief Executive Officer and and environmental challenges of the Company’s businesses.
setting of their compensation in accordance with the regulations; For corporate social responsibility, the Board determines multi-
year strategic objectives, on the recommendation of Executive
■ definition of the compensation policy for corporate officers;
Management, which reports annually on implementation and
■ review and approval of the succession plan for executive results achieved. More specifically with regard to climate issues,
corporate officers; the Board sets precise objectives to be achieved at various
■ co-optation of members of the Board of Directors; intervals. It reviews the results obtained each year, adapts the
objectives if necessary and presents the strategy to the Annual
General Meeting in the event of any significant change, and at
least every three years.
30
CORPORATE GOVERNANCE REPORT
ADMINISTRATIVE AND MANAGEMENT BODIES
2
To this end, on December 17, 2021, the Board decided to appoint This year, compliance with the new requirements under the CSRD
a director to oversee CSR issues. As part of this role, the director gave rise to several progress reports and discussions within the
coordinates work ahead of Board meetings. The director makes Audit and Accounts Committee and the Board:
sure that CSR issues are assigned the proper level of priority and, ■ proposal to appoint the sustainability auditor (Grant Thornton)
in particular, reviews the CSR roadmap defined by the Group’s at the Annual General Meeting of May 16, 2024;
Executive Management and oversees its implementation (see
chapter 4 of this Universal Registration Document). The director ■ presentation of material matters and validation of the double
also ensures that the CSR challenges of the issues submitted materiality matrix;
to the Board for approval are included in the reports provided ■ drafting of the sustainability report and coordination of the
beforehand. associated audit program.
This role has been carried out by Emmanuel Blot since January Detailed information on the governance and implementation of
5, 2024 (see section 1.1.8.2). the Group’s CSR policy is presented in chapter 4 of this Universal
The Audit and Accounts Committee, of which Emmanuel Blot is a Registration Document.
member, and the Governance, Appointments and Remuneration
Committee are also fully engaged on the various aspects of CSR 1.1.4. Promoting diversity in the Board
(see section 1.1.9.2).
of Directors and policy to increase
With the entry into force of the new CSRD-related legal provisions the proportion of women in senior
in January 2024, the duties of the Board and the Audit and
Accounts Committee were expanded to include sustainability
management positions
information (see sections 1.1.1, 1.1.2 and 1.1.9). The Board of Directors pays close attention to diversity, particularly
in terms of gender and expertise. It works to achieve balance in
Progress reports on the implementation of the CSR roadmap are
its composition and that of the Committees it establishes from
the subject of regular presentations and discussions at meetings
among its members, by ensuring that its tasks and those of its
of the Board of Directors and Board Committees. For example,
Committees are carried out with the necessary independence
in October 2024, several members of the Executive Committee
and objectivity. In particular, it ensures that the composition of
presented to the Board the progress of the Group’s objectives
the Board allows for the balanced representation of men and
in terms of gender balance, safety and the reduction of CO2
women, different nationalities, ages, qualifications, professional
emissions.
experience and expertise.

Promoting diversity in the Board

Criterion Objectives Measures implemented and results obtained in 2024

Representation Balanced representation of men and women The legal provisions concerning gender parity are complied
of men and on the Board with, since the gender gap on the Board (excluding directors
women representing employees) does not exceed two directors
(see chapter 4, ESRS 2 GOV-1).
Nationalities Directors who are non-French citizens or with an The majority of the directors have international experience.
and international background and/or with international Experience and skills are described in section 1.1.8.3.
international experience
profiles
Age of Directors Compliance with statutory provisions As of December 31, 2024, the directors are between
Generational balance 39 to 72 years old with an average age of 60.
Qualifications, Complementary skills and experiences of directors The Board of Directors has described the expertise it deems
experience Directors’ experience and expertise in relation necessary to carry out its duties. This expertise is regularly
and expertise to the Mersen group’s businesses and strategy assessed by the Governance, Appointments and Remuneration
Committee (see section 1.1.8.3).


Policy to increase the proportion of women women in senior management positions, in accordance with the
in senior management positions recommendations of the AFEP-MEDEF Code. The Group has
The Board supports and encourages management in its diversity accordingly set the target of gradually raising this figure. The
policy. It notes the Group’s exemplary position in terms of target is to have women represent 27% of senior management
international diversity, as 96% of site managers are local, and positions by 2027.
endorses the Group’s policy of increasing the percentage of In its annual Corporate Governance Report, the Board of Directors
women engineers and managers (see chapter 4 of this Universal reports on the progress made during the past year, including,
Registration Document). where applicable, the reasons why targets were not met and the
At its meeting of March 10, 2021, the Board of Directors adopted corrective measures taken.
an ambitious policy aimed at increasing the proportion of
MERSEN 2024 URD
31
CORPORATE GOVERNANCE REPORT
ADMINISTRATIVE AND MANAGEMENT BODIES
2
The objectives set in 2022 and the results obtained in 2024 are presented below:


Objective Measures implemented and results obtained in 2024

Increase the proportion of women in senior management positions In 2024, the Group endeavored to develop its pool of internal
from 19.7% at end-2020 to 27% by the end of 2027 female candidates (see the section on diversity, inclusion
Scope: Executive Committee, Management Committees and equal opportunity in the chapter 4).
of businesses and support functions As of December 31, 2024, based on the scope used
and shown opposite, the proportion of women stood at 26.4%
(24.3% in 2023).


1.1.5. Selection procedure of the members of the Board of Directors
As of the date of this Universal Registration Document, the Board ■ one director representing employees appointed by the Group
of Directors comprised three categories of directors: Committee, in accordance with the Articles of Association;
■ directors elected by the Annual General Meeting on the ■ independent directors.
proposal of major shareholders; For the election of independent directors, the Board of Directors
adopted a selection procedure, which is appended to the Internal
Rules and shown below.

Selection procedure for independent directors

Definition Identification Selection Appointment

Definition by the Identification The shortlisted candidates are interviewed by the members The Board of
Governance, of several candidates of the Governance, Appointments and Remuneration Directors approves
Appointments and by the Governance, Committee, including the Chief Executive Officer where the final choice
Remuneration Appointments and appropriate, each of whom establish a ranking according of the candidate
Committee of the profile Remuneration to the skills matrix. and proposes their
sought in light of the Committee with the help Opinions are then pooled and the Governance, Appointments election to the
Board’s requirements of a specialized and Remuneration Committee, after a discussion among shareholders at the
in terms of expertise consultant in accordance its members, chooses the candidate to be recommended Annual General
and diversity with market practices to the Board of Directors. Meeting.

This procedure was followed when Carolle Foissaud was replaced In addition, directors representing employees receive training on
by Jocelyne Vassoille, whose appointment was approved by the their role on the Board and must be given the necessary time to
Combined General Meeting of May 16, 2024. It was followed devote to their directorships.
again in 2024 to replace Olivier Legrain, Chairman of the Board of
Lastly, the Company offers each director the chance to enroll with
Directors, whose term of office expires at the Combined General
an organization tasked with supporting, informing and training
Meeting of May 16, 2025 (see section 1.1.8.4): for each of these
members of boards of directors. Accordingly, all directors can use
replacements, the Governance, Appointments and Remuneration
this organization’s services.
Committee established a detailed profile for the purpose of
identifying suitable candidates, with the support of a specialized
consultant. Interviews were then conducted with each of the 1.1.7. Assessment of the Board
pre-selected candidates. of Directors’ practices
and procedures
1.1.6. Training of the members The Board of Directors assesses its ability to fulfill its duties by
of the Board of Directors periodically assessing its composition, organization and operation.
In accordance with the recommendations of the AFEP-MEDEF The assessment has three objectives:
Code, directors who deem it necessary may benefit from additional ■ reviewing the operating procedures of the Board and its
training in the Company’s specific characteristics, business Committees;
segments, business sector and corporate social responsibility
■ ensuring that important issues within its remit are properly
issues, with a focus on climate issues. This training is particularly
prepared and debated;
intended for new Directors and
■ evaluating the effective contribution of each director to the work
may take the form of visits to the Group’s sites. In 2024, for
of the Board and its Committees.
example, during work undertaken at the Gennevilliers site
(France) as part of the p-SiC project, a visit was organized for The assessment is conducted as follows:
certain members of the Board of Directors. ■ once a year, the Board of Directors devotes an item on its
agenda to a discussion of its practices and procedures,
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Upon their appointment, Audit and Accounts Committee members
are given information about the Company’s specific accounting, based on an assessment conducted by a director, under the
financial and operational requirements. guidance of the Governance, Appointments and Remuneration
Committee;
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■ at least every three years, an assessment by an independent representing employees), the Group Committee shall appoint a
external consultant selected by the Governance, Appointments director representing employees. When this number is greater
and Compensation Committee is conducted; than eight, then a second director representing employees shall
be appointed by the European Works Council. The directors
■ the assessment includes a report that is presented to the Board
representing employees are appointed for a period of four years
of Directors;
ending on the date of the first meeting of the Group Committee
■ each year, shareholders are informed in the corporate or, where appropriate, of the European Works Council, following
governance report of the results of the assessment and of the date of the fourth anniversary of their appointment. The term
any suggested improvements. of the director representing the employees may be renewed once.
For 2024, the assessment was conducted by Pierre Creusy, The age limit applicable to the duties performed by any individual
director representing employees and member of the CGNR, under Board member and any permanent representative of a legal
the supervision of this committee, by means of a questionnaire entity is set at 72 years; members who have reached this age
and individual interviews with all directors. The results of this during their term are deemed to have resigned at the close of
assessment were reviewed by the CGNR and then presented and the Ordinary General Meeting held after the date of the seventy-
discussed at the Board of Directors’ meeting of March 5, 2025. second birthday.
This gave rise to the following conclusions: Furthermore, no individual person having passed the age of
■ Board member satisfaction is very high; 70 years may be elected as a member of the Board of Directors
if their election results in over one-third of the members of the
■ The Board’s operations are appropriate, despite its small size Board of Directors having exceeded that age.
(8 people);
Board members are elected for a renewable term in office of
■ Most of the areas for improvement identified in previous years four years, with the possibility of providing for a period of two
have been implemented. or three years to be able to implement or maintain a staggered
The main areas for improvement identified are as follows: board or to take into account the abovementioned rules relating
to the age limit.
■ Rebalance the number of members between the 2 committees,
with the Audit and Accounts Committee comprising only For smoother management of the process of replacing directors,
3 members; the Combined General Meeting of May 16, 2025 will be asked to
approve the following amendments to the Articles of Association:
■ Intensify presentations of CSR topics, particularly safety;
■ raise the age limit from 72 to 75;
■ Improve monitoring of HR issues (more frequent updates, and
indicators to be implemented); ■ provide for the possibility of appointing a director for a one-
year term under the staggering clause or to take account of
■ More systematically include an update on the share price age limit rules.
situation (with benchmark elements) in the monthly reports
sent by General Management on trends in sales, earnings and If approved, these amendments will allow for more flexible
the Group’s financial situation; management of future successions (see section 1.1.8.5).

■ Present post-mortem analyses of acquisitions made in recent 1.1.8.2. Changes in the composition
years;
of the Board of Directors in 2024
■ Reinforce presentations on Capex monitoring; The following changes took place in January 2024:
■ Share additional information on cybersecurity, regulatory ■ Magali Joëssel, permanent representative of Bpifrance
compliance and anti-corruption. Investissement, asked to be relieved of these duties in order
to focus on an investment fund she manages. To replace her,
1.1.8. Composition of the Board Bpifrance Investissement appointed Carolle Foissaud, an
independent director, who has since resigned from her position.
of Directors
■ To replace Carolle Foissaud for the remainder of her term of
1.1.8.1. Current Articles of Association office, the Board of Directors appointed Jocelyne Vassoille,
and proposed changes currently Vice-President, Human Resources and member of
According to the Articles of Association, the Board of Directors the Executive Committee of Vinci. Jocelyne Vassoille brings
comprises at least three members and at most 18 members, to the Board her extensive experience in human resources
who are elected by the Annual General Meeting of shareholders management for major international groups, as well as in
on the recommendation of the Board of Directors. The Board governance and CSR issues.
of Directors elects a Chairman from among its members, a ■ Magali Joëssel was also responsible for CSR issues on the
natural person, who is responsible for convening the Board and Board of Directors and was a member of the Audit and Accounts
directing its proceedings. The Chairman exercises their functions Committee. She has been replaced in these roles by Emmanuel
for the duration of their term of office as a director and may be Blot, permanent representative of Bpifrance Participations.
re-elected. One or two employee directors are also appointed Emmanuel Blot brings to these CSR issues the expertise in
in accordance with legal provisions. Pursuant to the Articles multi-criteria environmental and socio-economic analysis he
of Association, when the number of directors, calculated in has developed working on investment projects. The extensive
accordance with Article L.225-27-1 II of the French Commercial financial expertise acquired in her role at Bpi is also an asset
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Code, is less than or equal to eight (not including any directors for the Audit and Accounts Committee.
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■ Carolle Foissaud was also Chair of the Governance, The changes described above took effect on January 5, 2024.
Appointments and Remuneration Committee and a member The Annual General Meeting of May 16, 2024 ratified the
of the Audit and Accounts Committee. Jocelyne Vassoille has co-optation and renewed the term of office of Jocelyne Vassoille
been appointed to replace her as Chair of the Governance, as a director for a period of four years. It also decided not to
Appointments and Remuneration Committee. Carolle Foissaud renew nor replace Michel Crochon, whose term of office was
remains a member of this Committee, replacing Emmanuel due to expire and who could not stand for re-election due to the
Blot. Emmanuelle Picard has replaced Carolle Foissaud on age limit for directors.
the Audit and Accounts Committee.

Summary of changes in the composition of the Board of Directors and the Committees in 2024

Election Re-election
Departure (term of office) (term of office)

The Board Magali Joëssel Carolle Foissaud (as of January 5, 2024)
of Directors (as of January 5, 2024) as permanent representative of Bpifrance
as permanent representative Investissement
of Bpifrance Investissement

Carolle Foissaud Jocelyne Vassoille (as of January 5, 2024 Jocelyne Vassoille
(as of January 5, 2024) for the remainder of the term of Carolle Foissaud, (ratification
as director who resigned, i.e., until May 16, 2024) of provisional
appointment and
renewal for four years)
Michel Crochon
(as of May 16, 2024)
Audit and Accounts Magali Joëssel Emmanuel Blot permanent representative
Committee (as of January 5, 2024) of Bpifrance Participations
(as of January 5, 2024)

Carolle Foissaud Emmanuelle Picard
(as of January 5, 2024) (as of January 5, 2024)

Michel Crochon
(as of May 16, 2024)
Governance, Carole Foissaud Jocelyne Vassoille, independent director,
Appointments (as of January 5, 2024) appointed Chair of the Governance,
and Remuneration as President of CGNR Appointments and Remuneration Committee
Committee with effect from January 5, 2024 for the duration
of her term of office as a director
Emmanuel Blot
(as of January 5, 2024)
Oversight Magali Joëssel (as of January 5, 2024) Emmanuel Blot permanent representative
of CSR issues of Bpifrance Participations (as of January 5, 2024)
Oversight Michel Crochon Emmanuelle Picard
of strategic issues (as of May 16, 2024) (as of May 16, 2024)
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Thus, at the date of this Universal Registration Document, the Board of Directors was composed of eight members, including one
director representing employees:


Participation
Personal information Position within the Board in a Committee
Length of
Age service Governance,
(at the on the Audit Appointments
2025 Number Date of first Term Board and and
AGM) Gender Nationality of shares Independence election ends (years) Accounts Remuneration

Olivier Legrain
72 M FR 3,631 X 05/18/2017 2025 AGM 8 X
Chairman
Bpifrance Participations
Director
Represented by
39 M FR 2,627,244 05/19/2022 2026 GM 3 X
Emmanuel Blot
Responsible
for CSR issues
Pierre Creusy Group
Director Committee
62 M FR 902 10/12/2017 7 X
representing meeting post
employees 05/05/2026
Jocelyne Vassoille
59 F FR 800 X 01/05/2024 2024 AGM 1 X
Director
Bpifrance Investissement
Director
58 F FR 1,100* 10/30/2013 2027 AGM 11 X
Represented by
Carolle Foissaud
Emmanuelle Picard
50 F FR 800 X 05/16/2023 2027 AGM 2 X
Director
Luc Themelin
Chief Executive Officer 64 M FR 63,252 05/20/2021 2025 AGM 4
Director
Denis Thiery
69 M FR 1,032 X 05/17/2019 2027 AGM 6 X X
Director
■ Chair.
* Number of shares held by Carolle Foissaud in a personal capacity.


1.1.8.3. Profile, experience and expertise of directors
The Board of Directors and the Governance, Appointments and achieve the best possible balance of directors’ profiles, taking
Remuneration Committee regularly assess the composition of the into account both international expertise and diversity – in terms
Board and its Committees, as well as the skills and experience of nationality, gender and experience.
that each director brings to the Board. They also identify how to
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The following table summarizes the main areas of expertise and experience of Board members.
General expertise




C. Foissaud




L. Themelin




J. Vassoille
O. Legrain




P. Creusy




E. Picard




D. Thiery
E. Blot
Executive Management X X X X X
Innovation X X X X
Strategy X X X X X X X
Experience in Mersen’s business activities X X X X X X
Industrial expertise X X X
International/knowledge of a strategic geographic area for Mersen X X X X X X
Finance/risk management/knowledge of financial markets/M&A X X X X X
Experience in listed companies X X X X X X X


CSR expertise
The CSR skills of the members of the Board of Directors are presented by issue based on the double materiality assessment (see
chapter 4).




C. Foissaud




L. Themelin




J. Vassoille
O. Legrain




P. Creusy




E. Picard




D. Thiery
E. Blot



Environment
Reduction of the carbon footprint X X X X X X
Measures to adapt to climate change X X X X X
Waste management and the circular economy X X X X X X
Business operations
Business ethics X X X X X X
Responsible supply chain X X X X
Legislative and regulatory inflation X X X X X X
Human resources
Diversity, inclusion and equal opportunity X X X X X
Training and skills development X X X X X
Employee safety and well-being X X X X X X X X
Working conditions for value chain workers X X X
Societal
Product safety and security X X X X X
Respect for human rights and fundamental freedoms X X X X X X X
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1.1.8.4. Detailed presentation of the members of the Board of Directors at the date of this Universal
Registration Document

Olivier Legrain Chairman of Mersen’s Board of Directors – Member of the Governance, Appointments
and Remuneration Committee
Biography – Professional experience
Olivier Legrain began his career with Rhône-Poulenc, where he held executive positions
in several business units. He subsequently joined the Lafarge Group as a member of its Executive
Committee, in charge of specialty materials and strategy. After organizing the sale of the Lafarge
Group’s stake in Materis, a group specializing in materials, he became Chairman of Materis
until 2015.
Main activities exercised outside the Company
Olivier Legrain is now a therapist.
Born 09/30/1952
French nationality Current directorships:
Term ends: 2025 Directorships in listed companies other than Mersen:
Shares held: 3,631 N/A
Business address: Directorships in non-listed companies:
Tour Trinity Director of Kiloutou
1 bis, place de la Défense Director of Minafin
92400 Courbevoie, France Member of the Governance Committee of Balas
Independent member
Directorships that have expired in the past five years:
Director of Parrot, Astrance
Member of the Supervisory Board of Amplegest
Bpifrance Participations Member of Mersen’s Board of Directors – Member of the Audit and Accounts Committee
Represented by Emmanuel Blot Responsible for CSR issues
Biography – Professional experience
Emmanuel Blot started his career as a sell-side analyst in the capital goods sector, first at Bryan,
Garnier & Co and then at Oddo BHF, covering industrial and aerospace companies. In 2012,
he joined Fonds Stratégique d’Investissement, which became part of Bpifrance in 2013,
and is currently Investment Director in the Large Cap division, with a focus on listed investments.
He has been part of the team monitoring Mersen at Bpifrance for over ten years.
Main activities exercised outside the Company
Director in the Large Cap division of Bpifrance Participations
Born 07/06/1985 Current directorships:
French nationality Directorships in listed companies other than Mersen:
Term ends: 2026 Director of Constellium SE
Shares held by Bpifrance Director of VusionGroup
Participations: 2,627,244 Permanent representative of Bpifrance Investissement on the Board of Directors of Quadient
Business address: Directorships in non-listed companies:
27/31, avenue du Général Leclerc N/A
94710 Maisons-Alfort cedex, France
Directorships that have expired in the past five years:
N/A
Pierre Creusy Member of Mersen’s Board of Directors representing employees –
Member of the Governance, Appointments and Remuneration Committee
Biography – Professional experience
Pierre Creusy joined Mersen in 1986. After working in Korea, he held positions in production
engineering and subsequently in product management before joining Mersen’s Corporate Finance
team as a financial controller. In 1999, he took on business responsibilities in Asia and then held
the position of Director of Strategic Projects within the Electrical Power segment. He is now
VP Industrial Performance and EHS for this segment.
Main activities exercised outside the Company
N/A
Born 09/27/1962
French nationality Current directorships:
Term ends: First Group Committee N/A
meeting post 05/05/2026
Directorships that have expired in the past five years:
Shares held: 902
N/A
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Business address:
15, rue Jacques de Vaucanson
69720 Saint-Bonnet-de-Mure, France
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Bpifrance Investissement Member of Mersen’s Board of Directors – Member of the Governance, Appointments and
Represented by Carolle Foissaud Remuneration Committee
Biography – Professional experience
Carolle Foissaud has spent the bulk of her career with the Areva Group, primarily in operational
positions within the Fuel and Reactors units and in management positions as Chair and Chief
Executive Officer of STMI and its subsidiaries in the field of Cleanup and as Chair and Chief
Executive Officer of TechnicAtome, which specializes in naval propulsion reactors and research
reactors. She was also a member of the Areva Group’s Executive Management Board. She
then held the position of Chief Executive Officer of the Energy & Industry segment at Bouygues
Energies & Services (2,500 employees) from September 2017 to June 2021, after which
she was Managing Director of EQUANS Specialties business until 2023, a €2 billion division
Born 09/02/1966 with 8,600 employees in France and abroad. Today, she is Deputy Chief Executive Officer
French nationality of Teréga in charge of the group’s executive coordination.
Term ends: 2027 Main activities exercised outside the Company
Shares held Deputy Chief Executive Officer of Teréga in charge of the group’s executive coordination
by Carolle Foissaud: 1,100
Business address: Current directorships:
Teréga, Directorships in listed companies other than Mersen:
40, avenue de l’Europe Director of GTT
64000 Pau, France Directorships in non-listed companies:
Chair of the Orientation Committee of ENSTA
Independent director of KEOLIS
Member of the Supervisory Board of Grand Port Maritime de Bordeaux
Directorships that have expired in the past five years:
N/A
Emmanuelle Picard Member of Mersen’s Board of Directors, member of the Audit and Accounts Committee,
responsible for coordinating discussions on strategic issues
Biography – Professional experience
Emmanuelle Picard has more than 20 years of industry experience with international responsibility,
gained in strategy, marketing and executive management positions. In particular, she spent
nearly 15 years with the Saint-Gobain group, where her positions included Managing Director
of the Abrasive Wheel Reinforcement business and then of Saint-Gobain Adfors Industrial Fabrics
Europe. She was also Managing Director, Performance Additives, for the EMEA region
at Imerys and Executive Vice President, Building Materials, at the Ahlstrom group, a world leader
in advanced fiber-based materials.
Born 10/08/1974 Main activities exercised outside the Company
French nationality N/A
Term ends: 2027
Shares held: 800 Current directorships:
Business address: Directorships in listed companies other than Mersen:
9, rue des Halles N/A
75001 Paris, France Directorships in non-listed companies:
Independent member Member of the Minafin Monitoring Committee (fine chemicals)
Directorships that have expired in the past five years:
Member of advisory boards of Bpifrance mid-cap accelerator programs
(Boccard, Neys Group, ECM Technologies, Treuil Group, Civitec)
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Luc Themelin Chief Executive Officer and member of the Board of Directors of Mersen
Biography – Professional experience
Luc Themelin holds a Ph.D. in ceramic materials science. He began his career at Alliages Frittés
Metafram, a subsidiary of the Pechiney Group, in 1988. He joined the Mersen group in 1993
as a Research and Development engineer. He was appointed Director of the Braking Division
in 1998 and Director of the High Temperatures Division in 2004. He joined the Executive
Committee in 2005, while continuing to manage the Braking Division and overseeing the High
Temperatures Division. On July 1, 2008, Luc Themelin was appointed as Supervisor of the
Electrical Applications division and a member of the Management Board in May 2009.
Luc Themelin was appointed Chairman of the Management Board on August 24, 2011.
Born 02/23/1961 His term of office as Chairman was renewed on May 16, 2013 for a period of four years.
French nationality He was then appointed Chief Executive Officer on May 11, 2016. His term of office
Term ends: 2025 as Chief Executive Officer will expire at the Board meeting following the 2027 Ordinary
Shares held: 63,252 General Meeting (see section 1.2.1 of this Corporate Governance Report).
Business address: Main activities exercised outside the Company
Tour Trinity N/A
1 bis, place de la Défense
92400 Courbevoie, France Current directorships:
Directorships in listed companies other than Mersen:
N/A
Directorships in non-listed companies:
Chairman and/or director of several subsidiaries that are controlled by the Company
within the meaning of Article L.233-6 of the French Commercial Code
Directorships that have expired in the past five years:
Director of ITEN until February 2024
Denis Thiery Member of Mersen’s Board of Directors – Chairman of the Audit and Accounts Committee
and member of the Governance, Appointments and Remuneration Committee
Biography – Professional experience
Denis Thiery worked at Wang France between 1984 and 1991, where he held various posts,
including Chief Financial Officer from 1989. From 1991 through 1997, he served as Chief Financial
Officer and then Chief Executive Officer of Moorings, a world leader in pleasure boat charters
based in the United States. He then joined the Neopost group as Group Chief Financial Officer
in 1998 where he served as Group Chief Executive Officer from 2007 through 2018 and Chairman
of the Board of Directors from January 2010 until July 2019.
Main activities exercised outside the Company
Born 06/28/1955 N/A
French nationality
Term ends: 2027 Current directorships:
Shares held: 1,032 N/A
Business address:
Directorships that have expired in the past five years:
26, rue de St Germain
Chairman of Neopost/Quadient (2019)
78112 Fourqueux, France
Independent member
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Jocelyne Vassoille Member of Mersen’s Board of Directors – Chair of the Governance, Appointments and
Remuneration Committee
Biography – Professional experience
Jocelyne Vassoille began her career in aeronautics and HR consulting before joining the Danone
group, where she held HR positions both in and outside France. She then joined LVMH as
Director of Human Resources in charge of Group Talent and Acquisition, as well as the Selective
Distribution, Perfumes and Cosmetics divisions, before being appointed Director of Human
Resources at Parfums Christian Dior. She was then appointed Director of Human Resources,
CSR and Communications at Vivarte. She was Director of Human Resources of L’Oréal’s
Research & Innovation division before being appointed Vice-President, Human Resources
Born 06/29/1965 and a member of the Executive Committee of the Vinci group.
French nationality Main activities exercised outside the Company
Term ends: 2028 Vice-President, Human Resources and member of the Executive Committee of the Vinci group
Shares held: 800
Business address: Current directorships:
1973, boulevard de La Défense Directorships in listed companies other than Mersen:
92000 Nanterre, France Member of the Supervisory Board of the Laurent-Perrier group
Independent member Directorships in non-listed companies:
Chair of Vinci Management SA
Director of La Fabrique de la Cité
Chief Executive Officer of Vie SAS
Directorships that have expired in the past five years:
N/A

To the Company’s knowledge, at the date of this Universal Registration Document, there were no benefits granted under any service
agreements between corporate officers and the issuer or any of its subsidiaries.

Other members of the Board of Directors in 2024
■ Michel Crochon was a member of the Board of Directors and responsible for coordinating discussions on strategic issues until the
Annual General Meeting of May 16, 2024:


Michel Crochon Member of Mersen’s Board of Directors – Responsible for leading discussions on strategic
issues – Member of the Audit and Accounts Committee
Biography – Professional experience
Michel Crochon has spent his entire career at Schneider Electric, where he accumulated years
of experience in many different roles. In addition to managing departments and production plants,
he has also worked in sales and marketing, held cross-functional roles and managed large units.
He was a member of the Executive Committee for 12 consecutive years. During that time, he was
Head of the Customers and Markets Division, and later Head of the Industry Business and the
Energy and Infrastructure Business, before becoming Head of the Group’s Corporate Strategy
and Technology. Michel Crochon has experience in working abroad and facing cross-cultural
Born 10/14/1951 challenges, having traveled and managed teams in a variety of countries. He spent three years
French nationality in China and another three in Hong Kong.
Independent member Main activities exercised outside the Company
N/A
Directorships at May 16, 2024:
Directorships in listed companies other than Mersen:
N/A
Directorships in non-listed companies:
Director of Sphéréa,
Director of Opéra Energie
Directorships that have expired in the past five years:
N/A
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■ Magali Joëssel was a representative of Bpifrance Investissement, a member of the Governance, Appointments and Remuneration
Committee and was in charge of CSR issues until January 5, 2024:


Biography – Professional experience
Magali Joëssel began her career with the Inspectorate General of Finance at the French Ministry
of Economic and Financial Affairs, before being named General Interest Investment Manager
at Caisse des Dépôts et Consignations, where she was responsible for the deployment
of investments and the development of new offers in the fields of renewable energy and energy
efficiency. She joined Bpifrance when it was created in mid-2013 as Strategy Manager.
Since 2015, Magali Joëssel has been heading an investment division dedicated to the
development of new industrial activities in territories that work directly or indirectly in favor
of the energy transition.
Investment projects are subject to a multi-criteria environmental analysis and a socio-economic
Born 10/24/1973
analysis.
French nationality
Main activities exercised outside the Company
Since September 2014, Magali Joëssel has been in charge of the Industrial Project Companies
(SPI) fund, which invests in the development of innovative industrial activities and projects.
Directorships at January 5, 2024:
Directorships in listed companies other than Mersen:
Metabolic Explorer
Other directorships:
Director of Yposkesi, Aledlia and Iten; non-voting director of Expliseat
Directorships that have expired in the past five years:
Director of Naval Energies and RATP


1.1.8.5. Upcoming changes in the composition ■ be (or be directly or indirectly linked to) a customer, supplier,
of the Board of Directors in 2025 commercial banker, financial banker or adviser that is material
to the Company or its Group, or for which the Company or its
Two directorships are due to expire at the Combined General
Group accounts for a significant part of its business;
Meeting of May 16, 2025:
■ have close family ties to a corporate officer of the Company
■ Olivier Legrain. As his successor has not yet been identified,
or its Group;
his re-election for an additional one-year term will be subject
to approval by the Combined General Meeting of May 16, ■ be, or have been in the past five years, a statutory auditor for
2025 and to approval of the two amendments to the Articles the Group’s financial statements or for the financial statements
of Association set out in section 1.1.8.1; of a Group company;
■ Luc Themelin, Chief Executive Officer. His re-election for an ■ have been a corporate officer of the Company for more than
additional four-year term will be subject to approval by the 12 years.
Combined General Meeting of May 16, 2025. A non-executive corporate officer may not be regarded as
independent if they receive variable compensation in cash or in
1.1.8.6. Independence of Directors shares or any other compensation related to the performance of
To verify whether or not each member is independent, after the Company or the Group.
being informed of the recommendations of the Governance,
Directors representing major shareholders of the Company or
Appointments and Remuneration Committee, the Board reviews
its parent company may be considered independent if those
all the criteria recommended by the AFEP-MEDEF Code and set
shareholders do not control the Company within the meaning of
out in the Board’s Internal Rules, which state that an independent
Article L.233-3 of the French Commercial Code. However, where
member may not:
the shareholder owns more than 10% of the capital or voting rights,
■ be an employee or executive corporate officer of the Company the Board will systematically review the director’s independence
or the Group, an employee, executive corporate officer or based on a report by the Governance, Appointments and
director of a company that the Company consolidates, of the Remuneration Committee, taking into account the Company’s
parent company of the Company or of a company consolidated ownership structure and any potential conflict of interest.
by that parent company for the previous five years;
A member who meets all the above criteria may nevertheless
■ be an executive corporate officer of another company in which be deemed not independent by the Board of Directors due to
the Company holds, directly or indirectly, a directorship, or their individual circumstances or the Company’s circumstances
in which an employee appointed as such or an executive regarding its shareholders or for any other reason. Conversely,
corporate officer of the Company (currently in office or having the Board may consider that a member who does not meet all of
been in office within the past five years) is a director; the above criteria is nevertheless independent. The Board must
be able to justify such cases based on the Company’s specific
circumstances and the individual circumstances of the Board
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member in question.
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Based on the recommendations of the Governance, Appointments as independent due to the level of Bpifrance’s holding in the
and Remuneration Committee, the Board of Directors reviewed Company’s capital. The director representing employees and the
the situation of each director in light of the independence criteria. Chief Executive Officer cannot be regarded as independent either.
It ruled that the representatives of Bpifrance could not be regarded


Non-independent directors Independent directors




Investissement,
represented by




represented by
Participations,




C. Foissaud




L. Themelin




J. Vassoille
O. Legrain
P. Creusy*
Bpifrance




Bpifrance




E. Picard


D. Thiery
E. Blot
Employee or executive corporate officer of the Company
X X O O X X X X
in the past five years
Cross-directorships X X X X X X X X
Significant business relationships X X X X X X X X
Close family ties to a senior manager X X X X X X X X
Statutory Auditor of the Company in the past five years X X X X X X X X
Director of the Company for more than 12 years X X X X X X X X
Variable or performance-related compensation
X X X N/A X X X X
for non-executive corporate officers
Major shareholder O O X X X X X X
X = no; O = yes
* Employee representative.


None of the independent directors have a business relationship ■ no members have been prevented by a court from acting as a
with the Company. member of an administrative, management or supervisory body
or from participating in a company’s management or business
At the date of this Universal Registration Document, the
operations for at least the past five years;
proportion of independent directors was 57%. In accordance with
the recommendations of the AFEP-MEDEF Code, the director ■ no conflicts of interest have been identified between their private
representing employees is not included in the calculation of this interests and/or other duties with respect to the Company;
percentage. The proportion of independent directors is higher ■ there are no arrangements or agreements between the main
than that recommended by the AFEP-MEDEF Code, according to shareholders and customers, suppliers or other parties under
which independent directors should account for half the members which any one of them has been appointed as a member of
of the Board in widely-held corporations without controlling the Board of Directors;
shareholders.
■ there is no restriction to which one of them agreed concerning
1.1.8.7. No convictions or conflicts of interest, the sale of their interest in the Company’s share capital, within
and other disclosures concerning a given timeframe, provided that:
members of the Board of Directors • each member of the Board of Directors (with the exception
and Executive Management of the director representing employees) holds at least 800
To the Company’s knowledge, at the date of this Universal shares of the Company, fully paid up and held in registered
Registration Document, the following was true of the members form,
of the Board of Directors and Executive Management: • stock options or free shares granted to the Chief Executive
■ there are no family ties between them; Officer are subject to minimum holding periods (see section
2.3).
■ none of them has been convicted of fraud for at least the past
five years; As regards the prevention and management of conflicts of interest,
Article 5 of the Internal Rules states that the directors “shall inform
■ none of them has been involved in bankruptcy, receivership the Board of Directors of any actual or potential conflict of interest
or liquidation proceedings or the placing of companies under to which they may be exposed in particular when they are directly
administration as a result of having served as a member of an or indirectly involved in a regulated agreement submitted to the
administrative, management or supervisory body for at least Board of Directors for authorization or assessment. Where this is
the past five years; the case, they shall abstain from taking part in any deliberations
■ no official complaint and/or public sanction has been issued and any decisions relating to the matters concerned.” No conflict
by a statutory or regulatory authority (including designated of interest or potential conflict of interest was brought to the
professional bodies) against any of them for at least five years; attention of the Board of Directors in 2024.
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1.1.8.8. Compliance with the rules on multiple • approval of amendments to the Board’s Internal Rules;
directorships • assessment of routine agreements entered into on arm’s
According to the Board of Directors’ Internal Rules, the members length terms;
of the Board of Directors undertake to devote the necessary time • update on the assessment of the Board;
and attention to their duties. In this respect, in accordance with the
recommendations of the AFEP-MEDEF Code, a director should • update on the Board’s composition.
not hold more than four other directorships in listed companies, ■ Compensation
including foreign corporations, outside the Group. In addition, the
French Commercial Code provides that no natural person may • approval of the Chief Executive Officer’s compensation
simultaneously hold more than five directorships in French joint (including setting targets for the current year and validating
stock corporations (sociétés anonymes) having their registered achievement levels for the previous year);
office in France. On the basis of the information provided by • approval of the compensation policy for the Chairman and
the directors, all the directors comply with the rules on multiple members of the Board of Directors;
directorships.
• approval of long-term incentive (LTI) plans.
■ Preparation of the Annual General Meeting
1.1.9. Work of the Board of Directors
• approval of resolutions to be put to the Annual General
and its Committees in 2024 Meeting.
1.1.9.1. Work of the Board ■ Other
The Board of Directors met nine times, including two extraordinary • setting of the annual amount for the authorization of
meetings not scheduled in the initial timetable, with an average guarantees and deposits issued by Mersen;
attendance rate of 98%. In addition, as every year, an informal
meeting was held without any executive corporate officers being
• analysis of the minutes of Board Committee meetings;
present. As this meeting was informal, no minutes were drawn up. • authorization of financing (€100 million Schuldschein German
private placement; approximately USD 200 million US private
During these meetings, the Board reviewed and/or made decisions
placement).
concerning the following issues:
■ Group strategy and development 1.1.9.2. Work performed by the Board
• approval of strategic plans, business plan and budget; of Directors’ Committees
• discussions about strategic topics, in particular M&A projects, In its Internal Rules, the Board of Directors has defined the roles,
progress made in the electric vehicle market, developments responsibilities, and resources of its two Committees: the Audit
on the SiC market, particularly in China, investments at the and Accounts Committee and the Governance, Appointments and
Columbia (Tennessee, United States) plant, and the graphite Remuneration Committee. As far as possible and depending on
production strategy; the applicable circumstances, all Board decisions that fall within
the remit of a Committee must not be taken without prior discussion
• approval of the revised medium-term roadmap to 2029. with the relevant Committee and may be made only after that
■ CSR policy Committee has issued its recommendations and proposals.
• On the recommendation of the Audit and Accounts Committee, When performing its duties, each of the Committees may:
proposal to the Annual General Meeting to appoint Grant ■ receive from the Company any documents that it deems useful
Thornton as sustainable auditors; for carrying out its duties;
• CSR governance and update on the implementation of the ■ hold meetings with the Chief Executive Officer (if the Chairman
sustainability report; does not also hold the position of Chief Executive Officer) and
• HR roadmap and challenges of the growth plan to 2027. any Deputy Chief Executive Officer(s), as well as with any other
person it may consider it useful to meet with;
■ Group results
■ request that any third parties of its choosing (specialists,
• regular reviews of the Group’s business;
advisers or statutory auditors) attend Committee meetings;
• approval of interim and annual financial statements,
■ commission, at the Company’s expense and subject to the
management forecasts and draft press releases on results
budgets approved by the Board of Directors, any internal or
and guidance.
external specialist studies or research that may help the Board
■ Governance in its discussions.
• review of directors’ independence; The consultation of the Committees as described above may
• re-election of Luc Themelin as Chief Executive Officer; not serve to delegate the powers conferred upon the Board of
Directors by law or in the Articles of Association or have the
• succession planning; effect of reducing or restricting the Chief Executive Officer’s
powers. Each Committee meeting is reported to the next Board
of Directors.
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Audit and Accounts Committee ■ review the financial statements and sustainability information
The Internal Rules of the Board of Directors state that the Audit and ensure the appropriateness and ongoing consistency
and Accounts Committee must comprise at least three and at of the accounting methods used to prepare the Company’s
most six members. In accordance with the recommendations consolidated and parent company financial statements,
of the AFEP-MEDEF Code, it also stipulates that (i) at least and review the statutory audit of the parent company and
two-thirds of the members of the Committee must be independent; consolidated financial statements by the Statutory Auditors
(ii) no executive corporate officer may be a member; (iii) members and the certification of sustainability information by the
are selected on account of their accounting or statutory audit Statutory Auditor(s) and/or, where applicable, the independent
expertise; and (iv) the appointment or reappointment of the third party(ies) (hereinafter referred to as the “Sustainability
Chair of the Audit and Accounts Committee, as proposed by the Auditor(s)”);
Governance, Appointments and Remuneration Committee, must ■ ensure compliance with the conditions for the independence of
be subject to a specific review by the Board. the Statutory Auditors and the Sustainability Auditor(s);
At the date of this Universal Registration Document, the ■ make a recommendation on the Statutory Auditors and
composition of the Audit and Accounts Committee was as follows: the Sustainability Auditor(s) nominated for appointment
■ Chairman: Denis Thiery; at the Annual General Meeting in accordance with
Article L.821-67 of the French Commercial Code. The
■ Members: Bpifrance Participations (represented by Emmanuel Committee’s recommendations and preferences are brought
Blot) and Emmanuelle Picard. to the attention of the Annual General Meeting asked to vote on
Given their training and professional experience (see section the appointment of the Statutory Auditors and the Sustainability
1.1.8.4), the Committee members satisfy the aforementioned Auditor(s);
criteria. In addition, two-thirds of the members are independent ■ approve the provision of non-audit and sustainability reporting
and the executive corporate officer, Luc Themelin, is not a member services, provided they are permitted by the regulations. The
of the Committee. Committee’s decision is based on an analysis of the risks to the
The Audit and Accounts Committee meets at least three times per independence of the Statutory Auditors and the Sustainability
year and whenever it deems necessary, and prior to meetings of Auditor(s) involved in the certification of the financial statements
the Board of Directors for which the agenda includes a review of and the sustainability information, and the safeguards applied
an issue related to its area of expertise. The Committee meets by the Committee.
approximately one week before the Board of Directors to review The Committee met six times in 2024, with an attendance rate
the annual financial statements. The Group’s Chief Financial of 100%.
Officer is responsible for making the presentations. He reports
at least once a year on the Group’s risk exposure, including social During these meetings, the Committee reviewed and/or made
and environmental risk. The Director of Risk and Compliance and decisions concerning the following issues:
the Director of Internal Audit attend these meetings at least once a ■ review and validation of the Group’s annual and interim results;
year, as do the Director of Management Control and the Director
■ review of the Universal Registration Document;
of Treasury and Financing.
■ changes to accounting standards;
In 2024, the remit of the Audit and Accounts Committee was
expanded to include sustainability information, in line with new ■ review of compliance work, notably in relation to France’s
regulations resulting from the transposition of the CSRD. “Sapin II” law and the GDPR;
The role of the Audit and Accounts Committee is now to: ■ review of the progress of the Buzit plan (upgrade of the Group’s
IT systems);
■ monitor the financial and sustainability reporting process
and, where applicable, make recommendations to ensure its ■ review of risk mapping;
integrity; ■ approval of new German private placement financing
■ monitor the effectiveness of internal control, risk management (Schuldschein) for €100 million;
and, where applicable, internal audit systems, regarding ■ authorization of new US private placement (USPP) financing
procedures for preparing and processing financial accounting for USD 100 million + €90 million;
and sustainability information;
■ review of cybersecurity risks and the Group’s cybersecurity
policy;
■ review of environmental risks;
■ review of the aggregate investments at the Columbia plant
(United States);
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■ review of internal control and audits in 2024, and review and The role of the Governance, Appointments and Remuneration
approval of the 2025 audit program; Committee is as follows:
■ review of the independence of the Statutory Auditors and ■ Governance and appointments
of the Sustainability Auditor(s); review of Statutory Auditors’
• make proposals on the appointment, removal and
fees for nonaudit services; review of the charter applicable to
re-appointment of the Chief Executive Officer, Chairman of
non-audit services;
the Board, Committee members and Presidents and any
■ review of routine agreements between Mersen and its Deputy Chief Executive Officer(s);
non-wholly owned subsidiaries; • give an opinion on proposed candidates for the above
■ discussions on increasing the auditors’ fees in view of offices in terms of expertise, availability, suitability and
inflationary pressures; complementarity with other members of the Board, taking
■ Recommendation concerning the appointment of the into account the Board’s diversity policy;
Sustainability Auditor (Grant Thornton) for the remainder of • conduct the selection process for new independent directors,
the term of office (financial year 2027); following the procedure described in the table above, and
■ proposed governance of CSRD matters at Group level; propose any changes to that procedure;

■ update on CSRD-related work, including approval of the double
• prepare a succession plan for the executive corporate officers
and make sure a succession plan is in place for members of
materiality matrix and a progress report on audit work with the
the Executive Committee;
Sustainability Auditor in attendance;
■ other matters, such as pensions, taxation and cash flow. • be informed in advance about Executive Management’s
proposals to appoint or remove members of the Executive
The Committee also met twice with the Statutory Auditors without Committee;
management being present.
• determine which Board members can be regarded as
Governance, Appointments and Remuneration independent;
Committee • review and assess the Company’s corporate governance
The Internal Rules of the Board of Directors state that the practices and, in particular, review and inform the Board
Governance, Appointments and Remuneration Committee must about changes in the corporate governance rules to which
comprise at least three and at most six members, with a majority the Company refers;
of independent members and meet at least twice a year and, no • review the draft corporate governance report prepared by
matter the circumstances, prior to the Board of Directors’ meetings Executive Management;
for which the agenda includes the review of an issue related to
its area of expertise. In accordance with the recommendations • periodically review the structure, composition, procedures
of the AFEP-MEDEF Code, it also provides that the Committee and practices of the Board of Directors and make
(i) is chaired by an independent director; (ii) comprises a majority recommendations on potential changes;
of independent members and a director representing employees; • prepare the assessment of the Board of Directors provided
and (iii) does not include any executive corporate officer among for in its Internal Rules and make recommendations to the
its members. Board of Directors on its procedures and practices based on
At the date of this Universal Registration Document, the the outcome of the assessment;
composition of the Governance, Appointments and Remuneration • examine the proposals made by General Management with a
Committee was as follows: view to determining the objectives for gender diversity within
■ Chair: Jocelyne Vassoille the management bodies.

■ Members: Olivier Legrain, Pierre Creusy, Denis Thiery and
Bpifrance Investissement (represented by Carolle Foissaud).
The composition of the Governance, Appointments and
Remuneration Committee complies with the Internal Rules and
the recommendations of the AFEP-MEDEF Code, since a majority
of the Committee’s members are independent (three out of four)
as the director representing employees is not taken into account
in the calculation of the percentage of independent directors in
line with Articles 18.1 and 19.1 of the AFEPMEDEF Code.
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■ Compensation During these meetings, the Committee reviewed and/or made
• propose the compensation of the Chairman and, where decisions concerning the following issues:
applicable, the Vice-Chairman of the Board of Directors and ■ Compensation
put forward to the Board of Directors recommended changes
• 2023 results and 2024 proposals for the fixed and variable
to the aggregate amount of compensation to be paid to the
compensation (annual and multi-year variable) of the Chief
Board members and/or the allocation of such compensation,
Executive Officer;
in order for the Board to then submit the proposed changes
for shareholder approval at the Annual General Meeting; • proposal relating to the 2024 bonus share plans and
consideration of changes to certain points relating to 2025
• make recommendations to the Board about (i) the annual bonus share plans.
and multi-annual compensation of the Chief Executive Officer
and any Deputy Chief Executive Officer(s); (ii) the rules for ■ Governance and appointments
determining their variable compensation; and (iii) other items • assessment of the Board of Directors’ practices and
of compensation such as supplementary pension plans and procedures;
benefits in kind;
• review of directors’ expertise;
• make recommendations on the compensation and benefits
envisaged in the event of the removal from office or the • review of the attendance rate at Board and Committee
termination of the term of office of the Chairman of the meetings;
Board of Directors, the Chief Executive Officer and, where • review of the information published in the Universal
applicable, the Deputy Chief Executive Officers; Registration Document, in particular ex-post and ex-ante
• be informed of the termination benefits proposed by the Chief votes and pay ratios;
Executive Officer upon the termination of the employment • preparation of the Annual General Meeting: review of
contract of a member of the Executive Committee, and give governance information;
an opinion thereon to the Chairman of the Board of Directors;
• assessment of the implementation of the policy to increase
• give advice on the policy for allocating stock options, the proportion of women in senior management positions;
performance shares or any other type of securities
• assessment of the directors’ independence;
implemented by the Board of Directors for all categories
of beneficiary and more particularly for the Chief Executive • review of the Internal Rules of the Board of Directors;
Officer and the members of the Company’s Executive • succession planning for the Chairman of the Board of
Committee, and make recommendations on the frequency Directors;
and terms of allocation;
• succession planning for the Chief Executive Officer. As it
• be informed in advance about conditions and changes in the does each year, the Committee reviewed the succession
compensation of Executive Committee members. plan drawn up by Executive Management and the Human
In 2024, the Governance, Appointments and Remuneration Resources Department. An external specialized firm prepares
Committee met four times during the year, with an attendance a report on the support they provided to members of the
rate of 100%. Executive Committee team. The Committee also approved
the specialized firm that will assist the Group in identifying
the external talent pool.

The table below summarizes each Board member’s attendance at Board and Committee meetings in 2024.

Attendance
at Governance,
Attendance Attendance at Audit Appointments and
at Board and Accounts Remuneration
Members of the Board meetings Committee meetings Committee meetings

Jocelyne Vassoille 90% N/A 100%
Bpifrance Participations represented by Emmanuel Blot 100% 100% N/A
Bpifrance Investissement, represented by Carolle Foissaud 100% N/A 100%
Pierre Creusy 100% N/A 100%
Michel Crochon* 100% 100% N/A
Olivier Legrain 100% N/A 100%
Emmanuelle Picard 100% 100% N/A
Denis Thiery 100% 100% 100%
Luc Themelin 100% N/A N/A
Average 98% 100% 100%
* Until the AGM of May 16, 2024.
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1.2. Executive Management

1.2.1. Chief Executive Officer year ended December 31, 2023. On March 12, 2024, the Board
of Directors decided to renew Luc Themelin’s term of office for an
The Company is administered by a Chief Executive Officer, who
additional three years. His term of office as Chief Executive Officer
performs their duties under the oversight of the Board of Directors.
will therefore expire in 2027, at the Board meeting following the
The Chief Executive Officer is eligible for reappointment. They
Annual General Meeting called to approve the financial statements
may not be more than 65 years of age. When they reach the age
for the year ending December 31, 2026.
limit, they are deemed to have resigned at the end of the Ordinary
General Meeting called to vote on the financial statements for the For a detailed presentation, see section 1.1.8.4 of this chapter.
year in which the age limit is reached. The Chief Executive Officer The AFEP-MEDEF Code recommends that executive corporate
may be removed by the Board of Directors. officers not hold more than two other directorships in listed
The Chief Executive Officer has the broadest powers to act in companies, including foreign companies, outside their group. Luc
all circumstances in the name of the Company, within the limits Themelin has no other directorship in another French or foreign
of the corporate purpose and subject to the powers granted by listed company.
law to the Board of Directors and to shareholders’ meetings and No Deputy Chief Executive Officer was appointed by the Board
subject to the limitations on powers described in section 1.1.2. of Directors in 2024.
In dealings with third parties, the Company is bound even by
acts of the Chief Executive Officer not falling within the corporate 1.2.2. Executive Committee
purpose, unless it can prove that the third party knew that the act
An Executive Committee was established by the Management
fell outside the scope of the corporate purpose or that it could not
Board on October 14, 2011 and maintained following the change
fail to know this in view of the circumstances, with mere publication
in governance on May 11, 2016. It is responsible for managing
of the Articles of Association not counting as evidence thereof.
the Mersen group’s operational affairs and meets every month
The Chief Executive Officer represents the Company in its to review the Group’s financial and non-financial performance
dealings with third parties. Upon the recommendation of the Chief and decide on action plans in various areas (including human
Executive Officer, the Board of Directors may appoint one or more resources, IT, procurement, legal affairs and development) in line
individuals – who need not be Board members – to assist the with its strategic priorities. The Executive Committee ensures
Chief Executive Officer. Those individuals then have the title of that the Group’s organization runs smoothly. To this end, it is
Deputy Chief Executive Officer. closely involved in forecasting the human resources required for
Luc Themelin was appointed Chief Executive Officer on May 11, the continued development of its business activities. It defines
2016. His four-year term of office was to expire on the date of the Group’s CSR roadmap and ensures that it is applied at all
the Board of Directors meeting held immediately after the Annual levels of the Company.
General Meeting called to vote on the financial statements for the The Executive Committee has ten members.

At the date of this Universal Registration Document, the members of the Executive Committee were as follows:

Date of joining
Name Position the Group

Thomas Baumgartner Chief Financial Officer 1999
Gilles Boisseau Executive Vice President, Electrical Power 2015
Christophe Bommier Group Vice President, Technology, Research, Innovation and Business Support 1989
Thomas Farkas Group Vice President, Strategy & Development 2006
Jean-Philippe Fournier Group Vice President, Operational Excellence 2013
Eric Guajioty Executive Vice President, Advanced Materials 2016
Sylvie Guiganti Group Chief Information Officer 2017
Delphine Jacquemont General Counsel 2020
Estelle Legrand Group Vice President, Human Resources 2009
Luc Themelin Chief Executive Officer 1993
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2
2. COMPENSATION AND BENEFITS
OF CORPORATE OFFICERS

2.1. Compensation policy for corporate officers

This compensation policy for corporate officers was drawn up 2.1.2. Compensation policy
by the Board of Directors in accordance with Article L.22-10-8 of
the French Commercial Code (Code de commerce). It is subject
for the Chairman of the Board
to approval by the Combined General Meeting of May 16, 2025. of Directors
At its meetings of March 11 and March 27, 2025, the Board of The compensation policy for the Chairman of the Board of
Directors decided not to make any changes to the compensation Directors remains unchanged from the policy approved by the
policy for corporate officers. It therefore remains unchanged from Combined General Meeting of May 16, 2024 (ninth resolution)
the policy approved by the Combined General Meeting of May by a 99.84% majority.
16, 2024, subject to updated performance criteria for the annual The compensation of the Chairman of the Board of Directors
variable compensation of the Chief Executive Officer and a review comprises fixed annual compensation for his duties as Chairman,
of the criteria for long-term variable compensation. for a gross amount of €120,000, as well as compensation for his
duties as a director, the payment of which is mostly conditional
on attendance (see section 2.1.3).
2.1.1. General principles for determining
the compensation policy The Chairman of the Board does not receive any cash-based or
share-based variable compensation or any compensation related
for corporate officers to the performance of either the Company or the Group.
The compensation policy for corporate officers is determined by
the Board of Directors on the recommendation of the Governance,
Appointments and Remuneration Committee, taking into account 2.1.3. Compensation policy for directors
the principles set out in the AFEP-MEDEF Code, which are as The compensation policy for directors remains unchanged from
follows: the policy approved by the Combined General Meeting of May
16, 2024 (eleventh resolution) by a 99.48% majority.
■ comprehensiveness: the compensation determined through
this process must be comprehensive. All the components of the It takes into account a maximum amount of €330,000 to be
compensation must be taken into account when determining allocated to the Board of Directors for the 2025 financial year
the overall compensation level; and is determined as follows:
■ balance between the compensation components: each ■ rules for allocating compensation in accordance with the
component of the compensation must be clearly substantiated recommendations of the AFEP-MEDEF Code in this area, with
and correspond to the general interest of the company; a predominant portion contingent on attendance. The annual
compensation paid to each director comprises a fixed portion
■ comparability: the compensation must be assessed within
of €13,000. On top of this basic amount, directors receive
the context of a business sector and the reference market.
additional compensation as follows:
If the market is taken as a reference, it must not be the only
one since the compensation of a corporate officer depends
on the responsibilities assumed, the results achieved and the Chair of the Audit and Accounts Committee €11,000
work performed. It may also depend on the nature of the tasks Chair of the Governance, Appointments
entrusted to the corporate officer or the specific situations; and Remuneration Committee €9,000
■ consistency: a corporate officer’s compensation must be Director responsible for strategic issues €6,000
determined in a manner consistent with that of the other officers Director responsible for CSR issues €6,000
and employees of the company;
■ understandability of the rules: the rules should be simple, ■ each director also receives a variable portion of compensation
stable and transparent. The performance criteria used must based on their actual attendance at Board and Committee
correspond to the company’s objectives, and be demanding, meetings, corresponding to €2,000 per meeting.
explicit, and, to the greatest extent possible, long-lasting;
If the aggregate amount of compensation calculated by applying
■ proportionality: the determination of the compensation the above rules is higher than the compensation package of
components must be well balanced and simultaneously take €330,000 (i.e., if more meetings are held than usual), then the
account of the company’s general interest, market practices, compensation of each director will be reduced proportionately.
the performance of the senior managers, and the other
stakeholders in the company.
The Board of Directors ensures that the compensation policy is in
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line with market practices for comparable companies, is adapted
to the company’s strategy and context, and is intended to promote
its medium- and long-term performance and competitiveness.
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2.1.4. Compensation policy for the Chief Article L.22-10-8 of the French Commercial Code, if specific
circumstances arise that represent reasonable grounds for
Executive Officer and/of for any exceptionally adjusting (either upwards or downwards) one or
other executive corporate officer more of the criteria underlying his compensation components in
The current compensation policy for the Chief Executive Officer order to ensure that the application of those criteria (as defined
remains unchanged from the policy approved by the Combined below) reflects the individual performance of the Chief Executive
General Meeting of May 16, 2024 (tenth resolution) by a 96.66% Officer and the performance of the Group as a whole. Any such
majority, with the exception of (i) a change in the respective adjustments would be made to the Chief Executive Officer’s
weightings of the financial criteria (recurring EBITDA and annual variable compensation by the Board of Directors, acting
recurring operating margin) for annual variable remuneration, on the recommendation of the Governance, Appointments and
and (ii) a change in the rule governing the retention of the Remuneration Committee, after the Board has duly justified its
benefit of long-term share-based remuneration plans in certain decision and provided the shareholders with a clear and precise
cases where the Chief Executive Officer leaves before the plans explanation of its choice, it being specified that the adjusted
expire. This modification, approved by the Board of Directors on amounts may not exceed the maximum amount originally
March 27, 2025 on the recommendation of the CGNR, is in line approved for the Chief Executive Officer’s annual variable
with the recommendations of the AFEP-MEDEF Code. compensation provided for in this policy.
If there is a major change in circumstances affecting how the
2.1.4.1. Principles Group’s financial data is calculated (particularly a change in
The Board of Directors is responsible for setting and adjusting accounting standards), the Board may set the components of
the compensation of the Chief Executive Officer based on the Chief Executive Officer’s compensation package excluding
recommendations made by the Governance, Appointments any such exceptional external factors.
and Remuneration Committee. When carrying out its analyses
and drawing up proposals for the Board, the Committee pays 2.1.4.2. Overall structure of the compensation
particular attention to respecting the recommendations in the package
AFEP-MEDEF Code. The Chief Executive Officer is not present The compensation of the Chief Executive Officer comprises
during discussions on these matters. fixed compensation, annual variable compensation, multi-year
The compensation policy for the Chief Executive Officer is in line share-based compensation subject to performance conditions,
with the Group’s objective of growing its business responsibly and and benefits. In accordance with the law, the payment of annual
sustainably in order to ensure its longevity and profitable growth variable compensation awarded for a given year is contingent on
and futureproof the resources it needs for its expansion. The the approval by the Ordinary General Meeting of the components
Board set this policy taking into account the Group’s strategy as of compensation paid or awarded to the Chief Executive Officer
described in chapter 1 of this Universal Registration Document. for that year (individual ex-post vote).
All of the components of the Chief Executive Officer’s A severance payment upon the termination of his term of office,
compensation and benefits are analyzed exhaustively every based on length of service and performance conditions, may also
year on a componentbycomponent basis followed by an overall be agreed subject to the legal provisions and recommendations
consistency review in order to achieve the best balance between of the AFEP-MEDEF Code.
fixed and variable, individual and collective, and short- and long-
term compensation. Fixed compensation
Fixed compensation may only be reviewed on a multi-annual
Benchmarking surveys are regularly carried out with the help of basis.
specialist consultants to position the Chief Executive Officer’s
compensation in relation to a panel of comparable companies, The Chief Executive Officer’s gross annual fixed compensation
in light of Mersen’s specific characteristics. The criteria used for 2025 amounts to €500,000, unchanged from 2024.
for selecting the panel members are based on business sector,
sales, headcount, nationality and listing on a financial market. The
Annual variable compensation
companies of the panel are also all companies with a production The Chief Executive Officer’s annual variable compensation is
activity and generate at least 30% of their sales outside France. contingent on performance conditions aligned with the Group’s
strategy. There is no minimum guaranteed amount.
The Board of Directors has decided that the Chief Executive
Officer’s fixed compensation may only be revised at relatively The Board defines the specific financial criteria and individual
long intervals, in accordance with the recommendations of the criteria for setting the annual variable compensation.
AFEP-MEDEF Code. However, it may be revised on an exceptional The financial criteria represent 70% of the total. Under the principle
basis if there is a major change in his duties and responsibilities of removing caps, these criteria can represent up to 120% of fixed
or if there is a significant gap between his compensation and the compensation if objectives are exceeded (see table below).
market benchmark. Any changes made to his fixed compensation
They are based on the main financial indicators used by the
as a result of these specific cases would be publicly disclosed
Board to assess the Group’s financial performance, in particular
along with the reasons for the changes.
those reported in the Universal Registration Document, such as
Additionally, the Board of Directors reserves the right to exercise operating margin before non-recurring items, EBITDA before
its discretionary power when setting the Chief Executive non-recurring items (in value) and net cash generated by operating
Officer’s compensation, in compliance with the principles activities (operating cash flow), as defined in the statement of
MERSEN 2024 URD




of the compensation policy approved in accordance with cash flows.
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If there is a major change in circumstances affecting how the ■ Environment (25%) (see chapter 4, ESRS 2 GOV-3): the
Group’s financial data is calculated (particularly a change in objective is based on four criteria, each with equal weighting:
accounting standards), the Board may set the components of • the waste recycling rate must be greater than or equal to 75%
the Chief Executive Officer’s compensation package excluding to reach 100% achievement (0% if less than or equal to 72%),
any such exceptional external factors.
• the Scope 3 greenhouse gas emissions targets must be
The individual criteria are defined by the Board of Directors in validated for publication,
line with the Group’s strategy. They are reviewed independently.
At least one criterion must be based on a CSR objective. • Scope 1 and 2 GHG emissions intensity must be less than
or equal to 85 tCO2 per million euros of sales for 100%
At its meeting of March 11, 2025, the Board of Directors set the achievement (0 if greater than or equal to 87 tCO2 per million
following criteria for 2025 (weighting of each criterion is indicated euros of sales),
in brackets):
• water consumption intensity must be less than 624 cu.m per
■ Safety (25%): the objective is based on three criteria, each
million euros of sales for 100% achievement (0 if greater than
with equal weighting:
or equal to 645 cu.m per million euros of sales).
• the lost time injury rate (LTIR) must be less than or equal to ■ Succession planning (25%): the objective is to continue to
1.6 to reach 100% achievement (0% if more than or equal roll out the succession plan for the Chief Executive Officer.
to 1.8),
■ Business (25%): the objective is to successfully track and
• the severity injury rate (SIR) must be less than or equal to 60 manage the Group’s capital expenditure plan and to achieve
to reach 100% achievement (0% if more than 70),
the target return and costs for the p-SiC project.
• the number of management safety visits (MSV) must be 0.98
per employee to reach 100% achievement.

The breakdown of targets and achievement rates are as follows:

Criterion Target Maximum

Operating margin before non-recurring items 20% 30%
EBITDA before non-recurring items (€m) 30% 60%
Operating cash flow 20% 30%
Non-financial criteria 30%
TOTAL (as a % of fixed compensation) 100% 150%
of which weighting of financial criteria 70% 120%


Achievement rates between the lower and upper limits will be Such compensation packages will take the form of free shares and/
calculated on a straight-line basis. or stock options whose value (measured on an IFRS basis as at the
The limits (target and maximum) are defined by the Board of date of the Board meeting that decides on the allocation) may not
Directors in line with the budget objectives. Achievement beyond exceed 30% of the Chief Executive Officer’s entire compensation
the target rewards financial outperformance. At its meeting for the previous calendar year (fixed, maximum annual variable and
on March 11, 2025, the Board of Directors decided to modify long-term share-based compensation measured based on the
the weightings of the operating margin and EBITDA before method used for the consolidated financial statements).
non-recurring items targets to take account of the context and the In addition, the Chief Executive Officer may not receive more
time lag in the medium-term growth plan, leading to a significant than 10% of all stock options and free shares allocated each
increase in depreciation and amortization without the expected year, measured on an IFRS basis. These percentages are set by
growth. the Board of Directors based on market practices. Free shares
In addition, the Board of Directors reserves the right to exercise its and/or stock options are subject to the achievement of performance
discretionary power if specific circumstances arise as mentioned objectives over a minimum period of three years.
in the principles set out in section 2.1.4.1. One of the criteria must be relative to the performance of other
The payment of annual variable compensation awarded in respect comparable companies (SBF 120 or other relevant, documented
of the previous year is contingent on the approval by the Ordinary benchmarks).
General Meeting of the components of compensation and benefits
Benefits in kind
in kind paid during the previous year or awarded for that year
The Chief Executive Officer may receive benefits in kind, mainly
(individual ex-post vote).
contributions paid to an external organization in respect of
Long-term share-based compensation executive unemployment insurance, as well as use of a company
As part of an overall strategy to motivate and retain the Chief car and the payment of an annual medical examination.
Executive Officer over the long term, the Chief Executive Officer
may be awarded long-term share-based compensation contingent
MERSEN 2024 URD




on meeting objectives related to the Group’s medium- to
long-term strategy.
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Incentive plans To date, taking into account his service with the Péchiney Group,
The Chief Executive Officer is eligible for the staff incentive plans to which Mersen belonged, Luc Themelin has 36 years of service
set up at company and/or Group level. with the Mersen group, including 25 years as an employee. The
potential future pension rights of Luc Themelin have therefore
Exceptional compensation been capped for more than ten years and can no longer be
No exceptional compensation may be paid. increased.
Given his length of service with the Group, Luc Themelin shall
Signing bonus receive a supplementary pension corresponding to 20% of the
In order to facilitate the recruitment of an executive corporate amount of his reference compensation.
officer from outside the Group, the Board of Directors may, on
the recommendation of the Governance, Appointments and This plan is an important tool in securing the loyalty of the Chief
Remuneration Committee, grant a signing bonus. The amount Executive Officer in that it entitles him to a pension at a similar
of this bonus may not exceed the amount of the executive officer’s rate to that of the rest of the company’s employees. It does
compensation package in their previous job. not represent an undue financial burden on the company. At
December 31, 2024, the estimated amount of the annuity under
the supplementary pension scheme paid to Luc Themelin was
2.1.4.3. Compensation and benefits in the event
€175,000, before tax and social security contributions:
of the termination of the Chief Executive
Officer’s term of office Data in euros Ending salary Annual pension
Pension plan Basic salary (average of 3 years) 500,000 100,000
Luc Themelin benefits from the “Mersen group defined benefit
Maximum bonus (50% of 1.5
pension plan”. The purpose of this plan, adopted in 1999, then fixed) 375,000 75,000
amended in 2005, 2007 and 2013, is to enable Mersen to reward
Base 875,000 175,000
its Chief Executive Officer for his loyalty.
The rules state that:
In December 2021, with the approval of the Board of Directors and
■ the beneficiary must effectively end their professional career after a favorable review by the Audit and Accounts Committee and
with the member company at the age of 65 or from the age the Governance, Appointments and Remuneration Committee, the
of 60; Company paid an amount of €2.5 million (excluding taxes and
■ the beneficiary must first claim their state old-age pension; charges) into the collective insurance fund intended to finance
the Company’s defined benefit pension obligations in respect of
■ the beneficiary must have at least ten years of continuous the Chief Executive Officer. The early payment of a portion of
service at the Mersen group; the pension obligations to the Chief Executive Officer enables
■ the beneficiary must have been a member of the Group’s the Company to spread over time the disbursements related to
Executive Committee for at least three years during their career; these obligations. In the event of the Chief Executive Officer’s
early retirement resulting in the loss of these entitlements, the
■ the 2013 amendment confirms that the beneficiary will have to
funds (after taxes) would be returned to the Company.
be classified at a rank equal to or higher than coefficient 880
of the classification of the collective bargaining agreement for Non-compete and non-solicitation clause
the French chemicals industry.
Should his term of office as Chief Executive Officer end, and in
Pension entitlements and the method for calculating the pension return for signing a non-compete and non-solicitation undertaking
are based on the following rules: for one year from the date on which his duties cease, Luc
■ the reference base for the calculation of the pension is the Themelin will receive a monthly payment equivalent to 50% of the
end of career salary (ending salary – ES), made up of (i) the gross fixed monthly compensation that he received immediately
average annual gross salaries for the last three years of activity prior to the termination of his term of office, paid over the period.
preceding retirement, and (ii) 50% of the maximum bonus; The Company may decide to forgo this non-compete and
non-solicitation clause and thus free itself from its obligation of
■ the calculation of the pension: R is the annual amount of the making this monthly payment, by informing Luc Themelin of its
pension to which the beneficiary is entitled. It is based on decision within a notice period of two months of the termination
service determined in accordance with the rules mentioned of his term of office.
above, bearing in mind that the entitlements are full and final
with 20 years of service: The non-compete undertaking referred to above will cover all of
the Group’s business activities and will be applicable in all of the
Calculation of the annual countries in which Mersen is active (whether it has a physical
Service amount of the pension presence there or whether it operates from a base in another
country). At the Company’s discretion, the non-compete and
10 years 10% x ES non-solicitation undertaking will be laid down and structured as
15 years 15% x ES a non-compete agreement, if necessary.
20 years or more 20% x ES No payment will be made once the Chief Executive Officer has
claimed his pension benefits. In any event, no payment will be
made after he reaches the age of 65.
MERSEN 2024 URD
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Severance payment Unemployment benefits
Should the Mersen group terminate, in any manner and for Luc Themelin is also eligible for basic corporate officers’
whatever reason (barring gross or willful misconduct, retirement, unemployment benefits (Garantie Sociale des Chefs d’Entreprises,
enforced retirement, resignation or change of function within the GSC) for up to 24 months. The annual cost of this benefit depends
Group), Luc Themelin’s term of office as Chief Executive Officer on the previous year’s net taxable income of the party concerned
(notably by dismissal, non-renewal of the term of office for and the length of the period over which the benefit is paid. The
whatever reason or elimination of office following the conversion Company pays 40% of the contribution and Luc Themelin pays
or merger of the Company, except for a change in corporate 60%. This arrangement includes a waiting period of 30 days of
governance leading to his appointment as Chairman of the continuous unemployment.
Management Board of a limited company with a Supervisory
Board and a Management Board), a lump sum payment will be Stock options – Performance shares
made to Luc Themelin, calculated as stated below in the applicable Should Luc Themelin’s term of office as Chief Executive Officer be
performance conditions (the “Severance Payment”), when his terminated in any manner and for any reason whatsoever (barring
departure is forced. The Severance Payment will exclude the termination following the acquisition of control of the Company,
payment of any other indemnity of any kind, including damages, retirement or enforced retirement), he will automatically lose his
except for the non-compete and non-solicitation indemnity. entitlement to all the stock options allocated to him prior to the
end date of his term of office where the conditions of allocation
Should the responsibilities and/or compensation of Luc Themelin
(condition related to continued presence and performance
be modified substantially following a take-over of the Company,
conditions) have not been satisfied by the end date of his term
and if as a result, he decides to leave the Company, he would be
of office. He will also automatically lose his entitlement to all the
entitled to the same Severance Payment.
free shares allocated to him in accordance with the provisions of
The amount of the Severance Payment is calculated as follows: Articles L.225-197-1 to L.225-197-5, L.22-10-59 and L.22-10-60
I = 0.5 x R x C of the French Commercial Code, prior to the end date of his term
of office, where shares allocated have not vested by the end date
where of his term of office.
■ I is the amount of the Severance Payment; However, the Board of Directors reserves the right to decide,
■ R is the gross total compensation (fixed compensation and where appropriate, to maintain the benefit of the stock options and
annual variable compensation, excluding benefits in kind and performance shares, reduced on a pro rata basis, and subject to
incentives) paid to Luc Themelin for the 3 calendar years prior achievement of the corresponding performance conditions. The
to termination, whether this compensation and benefits have Board is required to give reasons for its decision.
been paid to him in respect of his duties as Chief Executive In the event that the responsibilities and/or remuneration of
Officer or as an employee; and Mr. Luc Themelin should be substantially modified following a
■ C is Luc Themelin’s performance condition as measured in takeover of the Company, and where, as a result, he should
accordance with the criteria defined below. decide to leave the Company, as well as in the event of dismissal
following a takeover of the Company, retirement or being forced
Payment of the Severance Payment will be subject to the
into retirement, the benefit of the share subscription options and
achievement of the performance condition under the following
free shares in question will be maintained, after reduction of
conditions:
their number pro rata temporis and subject to the fulfillment of
■ Performance rate (P): the corresponding performance conditions. However, the Board
P = the average percentage of Luc Themelin’s annual variable reserves the right, by reasoned decision, not to proceed with all
compensation in the four calendar years preceding his departure or part of the aforementioned reduction.
(as Chief Executive Officer).
2.1.4.4. Changes in the organization
The percentage of annual variable compensation may vary from
of Executive Management
0 to 112% of annual fixed compensation. The average performance
rate P will be observed by the Board of Directors. If the Board of Directors decides to appoint one or more Deputy
Chief Executive Officers, the policy relating to the Chief Executive
■ Performance condition (C): Officer’s compensation package will also apply to the Deputy
If P ≥ 100%, C = 100% Chief Executive Officer(s), adapted as required. If the Board of
Directors decides to combine the roles of Chairman and Chief
If P ≥ 90% and < 100%, C = 90%
Executive Officer, the policy relating to the Chief Executive
If P ≥ 80% and < 90%, C = 80% Officer’s compensation package will apply to the Chairman and
If P ≥ 60% and < 80%, C = 60% Chief Executive Officer, adapted as required.

If P ≥ 50% and < 60%, C = 50%
If P < 50%, no payment will be made.
The amount of any Severance Payment (I) that may be due upon
termination of his term of office may not exceed 18 months of total
gross compensation (fixed and annual variable). In addition to this
Severance Payment, a non-compete indemnity may also be due
MERSEN 2024 URD




and may not exceed six months of total gross compensation (fixed
and annual variable), making a total of 24 months of total gross
compensation (fixed and annual variable) for both payments.
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2.1.5. Summary of commitments given to corporate officers
Compensation
and benefits payable
or likely to be payable
Employment Supplementary owing to termination Non-compete
contract pension plan or change of office indemnity

Olivier Legrain
Chairman of the Board of Directors since May 18, 2017
(expiration 2025 AGM) NO NO NO NO
Luc Themelin
Chief Executive Officer since May 11, 2016
(expiration post-2027 AGM Board meeting) NO YES(1) YES(2) YES
(1) Luc Themelin is eligible for a supplementary pension plan pursuant to his employment contract, the terms of which are described in section 2.1.4.3.
(2) Compensation and benefits payable or likely to be payable owing to termination or change of office are described in section 2.1.4.3.




2.2. Compensation paid to directors and corporate officers in 2024

2.2.1. Directors’ compensation for 2024
The compensation for directors for 2024 was awarded in Chief Executive Officer do not receive any compensation for their
accordance with the compensation policy described in 2023 URD duties as directors. In addition, Emmanuel Blot, who since January
and was paid in a single installment at the beginning of 2025. 5, 2024 has been responsible for monitoring matters related to
It should be noted that, in accordance with the Internal Rules of the CSR, stated that he did not wish to receive any compensation in
Board of Directors, the director representing employees and the this capacity (see section 1.1.3 of this chapter).


Amounts granted for 2024
Amounts
(In euros – gross amounts) Total o/w fixed portion Paid in 2024 granted for 2023 Paid in 2023

Isabelle Azemard 0 0 0 0 15,951
Bpifrance Participations (represented by Emmanuel Blot) 43,000 13,000 37,603 37,603 20,875
Bpifrance Investissement (represented by Carolle Foissaud) 41,000 13,000 39,274 39,274 40,604
Pierre Creusy (director representing employees) NA NA NA NA NA
Michel Crochon 21,079 4,844 44,288 44,288 46,269
Carolle Foissaud 0 0 52,361 52,361 40,604
Olivier Legrain* 41,000 13,000 37,603 37,603 36,827
Emmanuelle Picard 46,764 13,000 13,519 13,519 0
Ulrike Steinhorst 0 0 23,530 23,530 45,325
Luc Themelin NA NA NA NA NA
Denis Thiery 64,000 13,000 56,822 56,822 58,545
Jocelyne Vassoille 48,000 13,000 0 0 0
304,843 82,844 305,000 305,000 305,000
* Excluding compensation for his duties as Chairman (see section 2.2.2 below).


The amounts indicated above include the compensation Article L.233-16 of the French Commercial Code. In accordance
and benefits in kind received by the directors from the Company with Article L.225-45 of the French Commercial Code, this only
and from its controlled companies within the meaning of concerns compensation for their duties as directors.
MERSEN 2024 URD
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2.2.2. Compensation of the Chairman
of the Board of Directors (Olivier Legrain) for 2024
The compensation of the Chairman of the Board of Directors for 2024 was granted in accordance with the compensation policy described
in the 2023 URD.

(In euros – gross amounts) 2024 2023

Compensation granted in respect of the fiscal year (broken down below) 161,000 157,603
Value of long-term variable compensation granted during the fiscal year N/A N/A
Value of options granted during the fiscal year N/A N/A
Value of performance shares granted during the fiscal year N/A N/A
Value of other long-term incentive plans N/A N/A
TOTAL 161,000 157,603


2024 2023

Amounts Amounts Amounts Amounts
(In euros – gross amounts) granted for 2024 paid in 2024 granted for 2023 paid in 2023

Directors’ compensation* 41,000 37,603 37,603 36,827
Chairman’s fixed compensation 120,000 120,000 120,000 120,000
TOTAL 161,000 157,603 157,603 156,827
* The compensation granted in respect of a given fiscal year is paid in the subsequent year.

The amounts indicated above include the compensation and benefits in kind received by the Chairman of the Board of Directors from the
Company and, where applicable, from its controlled companies within the meaning of Article L. 233-16 of the French Commercial Code.


2.2.3. Compensation of the Chief Executive Officer (Luc Themelin) for 2024
The compensation of the Chief Executive Officer for 2024 was granted in accordance with the compensation policy described in the
2023 URD.

Summary of the compensation and benefits, options and shares granted to the Chief Executive Officer

2024 2023

Compensation granted in respect of the fiscal year (broken down below) 919,913 1,273,234
Value of long-term variable compensation granted during the fiscal year N/A N/A
Value of options granted during the fiscal year N/A N/A
Value of performance shares granted during the fiscal year 488,105 318,254
Value of other long-term incentive plans N/A N/A
TOTAL 1,408,018 1,591,488


2024 2023

Amounts Amounts Amounts Amounts
(in euros) granted for 2024 paid in 2024 granted for 2023 paid in 2023

Fixed compensation 500,000 500,000 500,000 500,000
Annual variable compensation 359,050 715,451 715,451 660,000
Long-term variable compensation N/A N/A N/A N/A
Exceptional compensation N/A N/A N/A N/A
Incentives 23,184 22,240 21,996 20,223
Compensation for serving as a director N/A N/A N/A N/A
Benefits in kind* 37,679 37,679 35,787 35,787
TOTAL 919,913 1,275,370 1,273,234 1,216,010
* Benefits in kind primarily correspond to contributions for executive unemployment benefits.
MERSEN 2024 URD
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The amounts indicated above include the compensation and Annual variable compensation
benefits in kind received by the Chief Executive Officer from the At its meeting of March 11, 2025, the Board of Directors carried
Company and, where applicable, from its controlled companies out a performance assessment of Luc Themelin and set the
within the meaning of Article L.233-16 of the French Commercial overall performance at 71.8%, representing annual variable
Code. The Chief Executive Officer does not receive any compensation granted of €359,050 for 2024, payable in 2025
compensation from these companies. contingent on the approval by the Combined General Meeting
of May 16, 2025 of the compensation components paid to Luc
Annual fixed compensation Themelin in the previous year or granted in respect of that year
Luc Themelin’s fixed compensation for 2024 was €500,000, gross. (individual ex-post vote).


Financial objectives Unit Min. Target Max. Actual

Group operating margin before non-recurring items Indicator value % 10.0 10.8 11.4 10.5
% of fixed compensation % 0% 30% 60% 16.1%
Group operating cash flow Indicator value €m 120.6 148.6 162.6 194.0
% of fixed compensation % 0% 20% 30% 30%
EBITDA before non-recurring items Indicator value €m 199 216 225 206
% of fixed compensation % 0% 20% 30% 7.7%
0% 70% 120% 53.8%
Non-financial objectives
Security 0% 7.5% 0%
Environment 0% 7.5% 3.9%
Succession plan 0% 4.5% 4.5%
Capital expenditure plan and p-SiC project 0% 6.0% 5.1%
External growth 0% 4.5% 4.5%
0% 30% 18%
TOTAL AS A % OF FIXED COMPENSATION 0% 100% 150% 71.8%


Financial criteria: Non-financial criteria:
The 2024 financial objectives were based on the Group’s annual For 2024, the non-financial objectives were based on the following
budget: criteria:
■ Operating margin before non-recurring items: the maximum ■ Safety (25%): this criterion is based on three indicators:
target was 11.4% of sales, higher than the 2023 target of 11.3%. • The lost time injury rate (LTIR) must be less than or equal to
The Board of Directors set an ambitious maximum target in 1.4 to reach 100% achievement (0% if more than or equal to
the context of the Group’s growth plan, which requires high 1.6). For 2024, the rate was 2.1, i.e., 0% achievement. This
levels of capital expenditure and therefore higher depreciation rate is lower than that for 2023 (2.78), demonstrating the
and amortization. The result achieved was 10.5%, or an Group’s efforts to limit the lost time injury rate.
achievement rate of 53.7%. During the year, the short- to
medium-term outlook for the electric vehicle market – and • The severity injury rate (SIR) must be less than or equal to
therefore for SiC semiconductors – shifted, leading to lower 60 to reach 100% achievement (0% if more than or equal to
volumes for the Group and therefore a lower margin than 70). For 2024, the rate was 70, i.e., 0% achievement. This
initially expected. rate is close to that of 2023 (68).
■ Operating cash flow: the target was set at €148.6 million in • The number of management safety visits (MSV) must be
2024. The maximum target (€162.6 million) was set below the greater than 1.2 per employee. For 2024, the number of
level for 2023 (€179 million), which had been a record year, MSVs was 0.95 per employee, an improvement of 15%
in particular owing to advances received on SiC contracts. on 2023, but still not enough to meet the target set. The
However, the targets and maximum targets are well above achievement rate is therefore 0%.
the levels for 2022 (€105.5 million) and 2021 (€116.8 million). The Board of Directors is aware that the safety targets set for
Achievement was well above target, mainly due to the swift 2024 were very difficult to achieve, particularly in view of the
results from the initial inventory reduction plan at the end of deployment of the Group’s growth plan. It considers that the 0%
the year, leading to an achievement rate of 150%. achievement rate does not call into question the robustness of
■ EBITDA before non-recurring items: the target for this the Group’s safety policy or the prevention initiatives deployed.
objective was €216 million and the maximum was €225 million,
representing a 10% increase compared with 2023. Based
on EBITDA before non-recurring items of €206 million,
achievement of this objective stands at 38.5%.
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■ Environment (25%): this criterion is based on four indicators: ■ External growth (15%): the objective was to complete
• The waste recycling rate must be greater than or equal to the various acquisitions planned for 2024. With regard to
75% to reach 100% achievement (0% if less than or equal to acquisitions completed, namely GMI, KTK and Bar-Lo,
70%). For 2024, the rate was 71.3%, i.e., 26% achievement. the objective was 100% achieved, representing 4.5% of all
objectives.
• The target for Scope 3 greenhouse gas emissions was to have
the methodology validated for publication. The methodology The Board of Directors considers that the 60% overall
was validated and tested but not published. The target was achievement rate for non-financial objectives illustrates the
therefore 80% achieved. complexity and ambitious nature of the targets set, particularly
with regard to safety and the environment.
• The target for Scope 1 and 2 GHG emissions intensity was
for the intensity to be less than or equal to 87 tCO2 per million Long-term compensation
euros to reach 100% achievement, lower than the level in Under the 2024 plan, the Board of Directors allocated 17,321 free
2023 (0 if greater than or equal to 92 tCO2 per million euros); shares to the Chief Executive Officer, subject to the continued
the actual result was 77 tCO2 per million euros, representing presence and performance conditions set out in section 2.3.4,
an achievement rate of 100%. representing 6.3% of the total number of shares allocated under
• The last target for the environmental objective was for the three plans authorized by the Combined General Meeting of
the Group’s water consumption intensity to be less than May 16, 2024.
645 cu.m per million euros of sales to reach 100% It should be noted that the Board of Directors’ meeting of
achievement, with a low of 653 cu.m per million euros of May 16, 2024 had initially decided to allocate 17,640 shares to
sales, lower than the intensity achieved in 2023. In 2024, the Chief Executive Officer, it being specified, however, that in
the actual figure was 692 cu.m per million euros of sales, accordance with the Chief Executive Officer’s compensation
representing a 0% achievement rate. Benefits from the policy, this number could be capped in the event that the value
Group’s ongoing review of its most water-intensive sites of these shares as calculated under IFRS standards exceeded
should filter through in 2025. 30% of his total compensation for 2023. On the basis of the IFRS
Taking these factors into account, the overall achievement rate valuation report submitted by an independent consultant in June
for the safety objective was 52%, i.e., a 3.9% contribution to the 2024, the number of shares granted to Luc Themelin was reduced
nonfinancial objectives out of a maximum 7.5%. by 319 shares to remain within the above-mentioned limit.

■ Succession plan (15%): this plan is necessary to ensure Under the 2021 plan, Luc Themelin received 11,857 shares which
an effective transition for certain roles in the Executive vest in 2024. The extent to which performance conditions have
Committee over the medium term. The Board of Directors been achieved is presented in section 2.3.1.
considers that the objective was 100% achieved, particularly with
the appointment of Caroline Levy as successor to Christophe Incentives
Bommier, Chief Technology Officer. Significant progress has In 2024, the Chief Executive Officer was a member of the incentive
been made on other succession plans. This represents a 4.5% plan set up within the Company.
contribution to total annual variable compensation.
■ Business (20%): in 2024, the objective was to track and
manage the Group’s capital expenditure plan, and specifically
the p-SiC project. The objective was 85% achieved, i.e., 5.1%
of total compensation, the Board judging that progress on the
p-SiC project was significant but not wholly in line with initial
expectations for the year.


2.2.4. Summary of free shares granted to executive corporate officers and shares
that became available during the year
Free shares granted during the year to each executive corporate officer
Value of shares
Number of shares according to the method
No. and date granted during used in the consolidated Vesting Availability Performance
Beneficiary of plan the fiscal year financial statements date date conditions
Luc Themelin 2024 plan 17,321 488,105 May 17, 2027 May 17, 2027 See section 2.3.4.


Free shares that became available during the year for each executive corporate officer
Beneficiary No. and date of plan Number of shares that become available during the fiscal year
Luc Themelin 2021 plan 11,857
MERSEN 2024 URD




As described in sections 2.1.2 and 2.2.2, the Chairman of the Board of Directors does not receive free shares.
56
CORPORATE GOVERNANCE REPORT
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2
2.2.5. Pay ratio The components of compensation taken into account, described
below, are the gross components before social security
In accordance with the provisions of Article L.22-10-9 of the French
contributions paid during the year:
Commercial Code and the recommendations of the AFEP-MEDEF
Code, the Company discloses a pay ratio showing the difference ■ basic salary, regular or special bonuses, overtime and any other
between the compensation of executive corporate officers components of gross salary paid in year Y;
(Chairman and Chief Executive Officer) and the average and ■ variable compensation paid in year Y;
median salary of all employees of the French entities (excluding
executive corporate officers) of the Company and its controlled ■ accounting valuation of the LTI allocated in year Y;
companies within the meaning of Article L.233-16 of the French ■ incentives and profit-sharing paid in year Y;
Commercial Code having their registered office in France. The
■ benefits in kind (contributions paid into the executive
scope includes 1,066 employees (46 employees for the Group’s
unemployment insurance scheme and use of a company car);
head office). It corresponds to all the French companies that
formed part of the Group at end-2024. ■ directors’ compensation (for the Chairman of the Board) for
year Y.
In accordance with the AFEP-MEDEF guidelines on compensation
multiples, only employees “continuously present” during a given This definition differs from the one presented in section 2.2.3.
year are included, i.e., the figures exclude the effects of hires and
departures during that year.

PAY RATIO TABLE UNDER L. 6° AND 7° OF ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE

Company performance
Financial criteria – reported data 2024 2023 2022 2021 2020
Sales (€m) 1,244 1,211 1,115 923 847
Change (as a %) +2.7% +8.6% +20.8% +9.0% -10.8%
Operating margin before non-recurring items (as a % of sales) 10.5% 11.3% 10.9% 10.0% 8.1%
ROCE* (as a %) 10.8% 13.0% 12.5% 10.8% 7.8%
Operating cash flow* (€m) 194 179 106 117 133
Change (as a %) +8.4% +69% -9.4% -12.0% +8.1%
CEO’s compensation (€m) 1,763,475** 1,534,264 1,449,986 1,025,077 781,763
Chairman’s compensation (€m) 161,000 157,602 156,827 114,884 105,664
Change (as a %) in CEO’s compensation +15% +6% +41% +31% -31%
Change (as a %) in Chairman’s compensation +2% +0% +35% +9% -1%


Information on the scope of the Group’s head office 2024 2023 2022 2021 2020
Headquarters – Average 235,493 228,726 212,147 161,220 127,681
Headquarters – Median 130,797 147,738 121,131 95,173 93,847
Change (as a %) in average employee compensation +3% +8% +32% +26% -24%
Change (as a %) in median employee compensation -11% +22% +27% +1% +17%
Pay vs. average employee compensation 0.68 0.69 0.73 0.71 0.83
Chairman




Change (as a %) compared to previous year -1% -6% +3% -14% +30%
Pay vs. median employee compensation 1.23 1.07 1.28 1.21 1.13
Change (as a %) compared to previous year +15% -17% +6% +7% -15%
Pay vs. average employee compensation 7.49 6.72 6.83 6.36 6.12
Change (as a %) compared to previous year +11% -2% +7% +4% -10%
CEO




Pay vs. median employee compensation 13.48 10.4 11.97 10.77 8.33
Change (as a %) compared to previous year +30% -13% +11% +29% -41%

Information on extended scope (French site employees) 2024 2023 2022 2021 2020
France – Average 59,542 51,968 49,610 46,534 45,122
France – Median 40,093 41,598 39,025 35,567 32,769
Change (as a %) in average employee compensation +15% +5% +7% +3% -11%
Change (as a %) in median employee compensation -4% +7% +10% +9% -5%
Pay vs. average employee compensation 2.70 3.03 3.12 2.47 2.34
Chairman




Change (as a %) compared to previous year -11% -3% +26% +6% +11%
Pay vs. median employee compensation 4.02 3.79 3.97 3.23 3.22
MERSEN 2024 URD




Change (as a %) compared to previous year +6% -5% +23% 0% +4%
Pay vs. average employee compensation 29.62 29.52 29.23 22.03 17.33
Change (as a %) compared to previous year 0% +1% +33% +27% -23%
CEO




Pay vs. median employee compensation 43.98 36.95 37.15 28.82 23.86
Change (as a %) compared to previous year +19% -1% +29% +21% -28%
* See glossary at the end of this document.
57
CORPORATE GOVERNANCE REPORT
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2
Annual changes are calculated on the basis of samples that reflect the Group’s particularly strong performance in that year
change from one year to the next. While only those employees and (ii) the value of the LTIs awarded in 2024 at a higher share
who were present throughout the year in question are used to price than that used for the valuation in 2023.
calculate the ratio, the sample used in a given year is liable to Information on trends in median employee compensation: this
change in subsequent years. is lower in 2024 than in 2023 for both scopes due to the arrival
** The significant increase in the Chief Executive Officer’s of new junior employees during 2023 with lower-than-average
compensation for 2024 compared with 2023 is explained by (i) salaries.
the significant variable portion paid in 2024 in respect of 2023 to



2.3. Free performance shares (executives programs)

The three free share plans for executives that have not yet reached • The value of the shares granted to the Chief Executive Officer
the end of the vesting period are those awarded by the Board of (measured on an IFRS basis as at the date of the Board
Directors under the authorizations granted by the Annual General meeting that decides on the allocation) may not exceed 30%
Meeting in 2022, 2023 and 2024. Shares vested for beneficiaries of the Chief Executive Officer’s entire compensation for the
under the 2021 plan in 2024. The characteristics of each plan previous calendar year (fixed, maximum annual variable and
are detailed below and summarized in the table in section 2.3.5. long-term share-based compensation measured based on
the method used for the consolidated financial statements).
Specific rules applicable to free shares • In certain cases of termination of his term of office, and
granted to the Chief Executive Officer subject to fulfillment of the performance conditions,
In accordance with the recommendations of the AFEP-MEDEF Luc Themelin may be entitled to free shares on a pro rata
Code, free share grants to the Chief Executive Officer are subject basis.
to the following rules:
■ No hedging: the Chief Executive Officer has formally undertaken 2.3.1. 2021 executives plan
not to engage in hedging. To the best of the Company’s
On May 20, 2021, upon authorization of the Annual General
knowledge, no hedging instruments have been put in place.
Meeting on that date (twenty-first resolution), the Board of
■ Holding requirements: the Board of Directors has decided that Directors adopted a free share plan for the members of the
the Chief Executive Officer is required to retain 30% of the Executive Committee, including the Chief Executive Officer and
shares vested under each plan until he holds an amount of the Vice-Presidents of the Group’s five business lines, i.e., a total
Company shares at least equivalent to one years’ fixed salary of 14 people.
(gross).
Number of free shares and portion allocated
Terms and conditions common to the 2021, 2022, to the Chief Executive Officer
2023 and 2024 executive free share plans
■ Maximum number of shares that may be allocated: 84,000.
■ The beneficiaries of these plans are the Chief Executive Officer
and the other members of the Executive Committee, as well as ■ Total number of shares allocated: 84,000.
a limited number of Vice-Presidents of the Group’s business ■ Total number of shares allocated to the Chief Executive Officer:
lines. 12,600, representing 6.5% of the total number of free shares
■ The objective of these plans is to incentivize the senior allocated under the three plans authorized by the Annual
executives by giving them a long-term stake in (i) the growth General Meeting of May 20, 2021.
of the share price, (ii) an increase in the Group’s profitability
and (iii) an improvement in non-financial indicators, in line with Performance conditions
the Group’s CSR roadmap. On the recommendation of the Governance and Remuneration
Committee, the Board of Directors selected five performance
■ Term of plans (vesting period): 3 years. Shares vest at the end
criteria, detailed below. Each criterion is independent.
of this period, subject to continued presence and performance
conditions. ■ Stock market criterion (33%)
■ In accordance with the compensation policy for the Chief Growth in the Mersen share price (“G”) will be compared to that
Executive Officer (see section 2.1.4.3): of the STOXX Europe 600 index (Industrial goods and services)
or to the SBF 120 index if the STOXX Europe 600 index is no
• The number of free shares granted to the Chief Executive
longer available (“the Index”). Growth in the share price will be
Officer under a given plan may not exceed 10% of the total
compared over three years, starting from the first working day of
number of free shares granted under all plans approved in
the month of the 2021 Annual General Meeting, i.e., from May
the same year.
2, 2021 to April 30, 2024.
MERSEN 2024 URD
58
CORPORATE GOVERNANCE REPORT
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2
The percentage achievement will be calculated as follows: Percentage of waste recycled or recovered Achievement

< 60% of waste recycled in comparison 0%
Achievement
with the total amount of waste produced
G < index growth 0% ≥ 60% of waste recycled in comparison 30%
G = index growth 50% with the total amount of waste produced
G ≥ 10 percentage points above index growth 100% ≥ 70% of waste recycled in comparison 100%
with the total amount of waste produced
The achievement rate between the lower and upper limits has
been calculated on a straight-line basis. The achievement rate between the lower and upper limits has
been calculated on a straight-line basis.
■ Profitability criterion (34%)
• Reduction in greenhouse gas emissions intensity of our
Profitability has been measured based on operating income production sites
before non-recurring items per share and return on capital
employed (ROCE – calculated as the ratio of operating income This criterion was measured in 2023 based on the environmental
before non-recurring items to average weighted capital employed, reporting scope, which includes all the sites.
excluding right-of-use assets). These two criteria have been
measured over the average of 2021, 2022 and 2023. Each Reduction in CO2 emissions Achievement
indicator counts independently for 17% (the outperformance or
underperformance of one of the indicators will have no effect on < 5% reduction in emissions intensity 0%
the other financial criterion). The lower limit is equal to the Group’s ≥ 5% reduction in emissions intensity 30%
2020 performance. The upper limit was disclosed on an ex-post ≥ 10% reduction in emissions intensity 100%
basis (see results below).
The achievement rate between the lower and upper limits has
Operating income before non-recurring been calculated on a straight-line basis.
items per share Achievement
Results
Operating income before non-recurring 0% Actual performance and achievement rates were as follows:
items per share < €3.30
Operating income before non-recurring 30%
items per share = €3.30 Actual Achievement
performance rate
Operating income before non-recurring 100%
items per share ≥ €4.20 Stock market criterion +9.9% 99%
Financial criteria 100%
ROCE Achievement Average operating income before €5.29 100%
non-recurring items per share
ROCE < 7.8% 0% Average ROCE 12% 100%
ROCE = 7.8% 30% CSR criteria 83%
ROCE ≥ 9.0% 100% % women engineers 26.1% 49%
and managers
■ Three CSR criteria (33%), each with the same weighting Waste recycling rate 70% 100%
Reduction in emissions intensity -54% 100%
(11%)
• Human capital development: Percentage of women engineers As a result, the overall achievement rate is 94.1%. A total of
and managers in the Group in December 2023 79,041 free shares were allocated to 14 beneficiaries, including
The indicator has been measured based on employees on 11,857 to the Chief Executive Officer.
sites included in the Group’s HRIS at December 31, 2020
(approximately 99% of Group employees). Acquisitions made 2.3.2. 2022 executives plan
after December 2020 have been excluded from the calculation
On May 19, 2022, upon authorization of the Annual General
of this criterion.
Meeting on that date (thirty-first resolution), the Board of Directors
adopted a free share plan for the members of the Executive
Percentage of women engineers and managers Achievement Committee, including the Chief Executive Officer and the
Vice-Presidents of the Group’s five business lines, i.e., a total
< 24% 0%
of 14 people.
= 27% 70%
≥ 30% 100% Number of free shares and portion allocated
to the Chief Executive Officer
The achievement rate between the lower and upper limits has
■ Maximum number of shares that may be allocated: 84,000.
been calculated on a straight-line basis.
■ Total number of shares allocated: 84,000.
• Environmental footprint of our sites: Percentage of waste
MERSEN 2024 URD




recycled in comparison with the total amount of waste ■ Total number of shares allocated to the Chief Executive Officer:
generated by the Group’s operations 12,600, representing 6.4% of the total number of shares
allocated under the three plans authorized by the Annual
This criterion was measured in 2023 based on the environmental
General Meeting of May 19, 2022.
reporting scope.
59
CORPORATE GOVERNANCE REPORT
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2
In April 2023, Mersen carried out a capital increase. In order to ■ Four CSR criteria (33%), each with the same weighting
neutralize the dilutive effect of this increase on the free shares (8.25%)
initially granted in May 2022, the Board of Directors used the • Human capital development: Percentage of women engineers
authorization given by the Company’s shareholders in the thirty- and managers in the Group in December 2024
first resolution of the Annual General Meeting of May 19, 2022
in order to increase the total number of shares granted by 5% The indicator will be measured based on employees on sites
(88,200 shares). The number of shares granted to the Chief included in the Group’s HRIS at December 31, 2021 (approximately
Executive Officer therefore now totals 13,230. 99% of Group employees). Acquisitions made after December
2021 will be excluded from the calculation of this criterion.
Performance conditions
On the recommendation of the Governance and Remuneration Percentage of women engineers and managers Achievement
Committee, the Board of Directors selected six performance
criteria, detailed below. Each criterion is independent: < 24.4% 0%
= 26% 80%
■ Stock market criterion (33%)
≥ 28% 100%
Growth in the Mersen share price (“G”) will be compared to that
of the STOXX Europe 600 index (Industrial goods and services) Achievement rates between the lower and upper limits will be
or to the SBF 120 index if the STOXX Europe 600 index is no calculated on a straight-line basis.
longer available (“the Index”). Growth in the share price will be
• Environmental footprint of our sites: Percentage of waste
compared over three years, starting from the first working day
recycled in comparison with the total amount of waste
of the month of the 2022 Annual General Meeting, i.e., from
generated by the Group’s operations
May 2, 2022 to April 30, 2025.
This criterion will be measured in 2024 based on the environmental
The percentage achievement will be calculated as follows:
reporting scope.

Achievement
Percentage of waste recycled or recovered Achievement
G < index growth 0%
< 63% of waste recycled in comparison 0%
G = index growth 50% with the total amount of waste produced
G ≥ 7 percentage points above index growth 100% ≥ 63% of waste recycled in comparison 30%
with the total amount of waste produced
Achievement rates between the lower and upper limits will be
≥ 72.5% of waste recycled in comparison 100%
calculated on a straight-line basis. with the total amount of waste produced
■ Profitability criterion (34%)
Profitability will be measured based on operating income before Achievement rates between the lower and upper limits will be
non-recurring items per share and return on capital employed calculated on a straight-line basis.
(ROCE – calculated as the ratio of operating income before • Reduction in greenhouse gas emissions intensity of our
non-recurring items to average weighted capital employed, production sites
excluding right-of-use assets). These two criteria will be measured
This criterion will be measured in 2024 based on the environmental
over the average of 2022, 2023 and 2024. Each indicator will count
reporting scope, which includes all the sites.
independently for 17% (the outperformance or underperformance
of one of the indicators will have no effect on the other financial
criterion). Reduction in CO2 emissions Achievement

< 13% reduction in emissions intensity 0%
Operating income before non-recurring ≥ 15% reduction in emissions intensity 80%
items per share Achievement ≥ 17% reduction in emissions intensity 100%
Operating income before non-recurring 0%
items per share < €4.45 Achievement rates between the lower and upper limits will be
Operating income before non-recurring 30% calculated on a straight-line basis.
items per share = €4.45 • Reduction in water consumption at our production sites
Operating income before non-recurring 100% This criterion will be measured in 2024 based on the 2021
items per share ≥ €5.20
environmental reporting scope, which includes all the sites.
Achievement rates between the lower and upper limits will be
calculated on a straight-line basis. Reduction in water consumption Achievement

Water consumption > 672,000 cu.m 0%
ROCE Achievement Water consumption < 672,000 cu.m 30%
ROCE < 10.4% 0% Water consumption ≤ 637,000 cu.m 100%
MERSEN 2024 URD




ROCE = 10.4% 30%
Achievement rates between the lower and upper limits will be
ROCE ≥ 11.2% 100%
calculated on a straight-line basis.
Achievement rates between the lower and upper limits will be
calculated on a straight-line basis.
60
CORPORATE GOVERNANCE REPORT
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Results Operating income before non-recurring
The performance achievement rates will not be known until 2025. items per share Achievement
(calculation of stock market criterion)
Operating income before non-recurring 0%
items per share < €5.02
2.3.3. 2023 executives plan Operating income before non-recurring 30%
On May 16, 2023, upon authorization of the Annual General items per share = €5.02
Meeting on that date (nineteenth resolution), the Board of Operating income before non-recurring 100%
Directors approved a plan covering the members of the Executive items per share ≥ €xxx
Committee, including the Chief Executive Officer and the
Vice-Presidents of the Group’s five business lines, i.e., a total Achievement rates between the lower and upper limits will be
of 14 people. calculated on a straight-line basis. The upper limit will be disclosed
ex-post.
Number of free shares and portion allocated The lower limit of operating income before non-recurring items
to the Chief Executive Officer per share (€5.02) was adjusted by the number of shares created
■ Maximum number of shares that may be allocated: 86,100. during the May 2023 capital increase.
■ Total number of shares allocated: 86,100.
■ Maximum number of shares allocated to the Chief Executive ROCE Achievement
Officer: 12,600, representing 6.3% of the total number of shares ROCE < 10.0% 0%
granted under the three plans authorized by the Annual General
ROCE = 10.0% 30%
Meeting of May 16, 2023.
ROCE ≥ xxx 100%
Performance conditions
Achievement rates between the lower and upper limits will be
On the recommendation of the Governance and Remuneration calculated on a straight-line basis. The upper limit will be disclosed
Committee, the Board of Directors selected six performance ex-post.
criteria, detailed below. Each criterion is independent:
■ Three CSR criteria (33%), each with the same weighting
■ Stock market criterion (33%) (11%)
Growth in the Mersen share price (G) will be compared to that of • Human capital development: Percentage of women engineers
the SBF 120 index. Growth in the share price will be compared and managers in the Group in December 2025
over three years, starting from the first working day of the month
of the 2023 Annual General Meeting, i.e., from May 2, 2023 to The indicator will be measured based on employees on sites
April 30, 2026. included in the Group’s HRIS at December 31, 2022 (100% of
Group employees). Acquisitions made after December 2022 will
The percentage achievement will be calculated as follows: be excluded from the calculation of this criterion.

Achievement Percentage of women engineers and managers Achievement
G < index growth 0% < 25.3% 0%
G = index growth 50% = 27% 80%
G ≥ 7 percentage points above index growth 100% ≥ 28.3% 100%

Achievement rates between the lower and upper limits will be Achievement rates between the lower and upper limits will be
calculated on a straight-line basis and capped at 100%. calculated on a straight-line basis.
■ Profitability criterion (34%) • Environmental footprint of our sites: Percentage of waste
Profitability will be measured based on operating income before recycled in comparison with the total amount of waste
non-recurring items per share and return on capital employed generated by the Group’s operations
(ROCE – calculated as the ratio of operating income before This criterion will be measured in 2025 based on the environmental
non-recurring items to average weighted capital employed, reporting scope.
excluding right-of-use assets). These two criteria will be measured
over the average of 2023, 2024 and 2025. Each indicator will count
independently for 17% (the outperformance or underperformance Percentage of waste recycled or recovered Achievement
of one of the indicators will have no effect on the other financial
< 70% of waste recycled in comparison 0%
criterion). with the total amount of waste produced
= 70% of waste recycled in comparison 30%
with the total amount of waste produced
≥ 75% of waste recycled in comparison 100%
with the total amount of waste produced
MERSEN 2024 URD




Achievement rates between the lower and upper limits will be
calculated on a straight-line basis.
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• Reduction in Scope 1 and 2 greenhouse gas emissions ■ Sales criterion (15%)
intensity of our production sites This criterion will be measured on the basis of the compound
This criterion will be measured in 2024 based on the environmental average growth rate (CAGR) of Group sales over the three years
reporting scope, calculated on the basis of sales at constant 2023 to 2026, including bolt-on acquisitions and disposals (in line
exchange rates. with the Group’s roadmap), calculated at constant USD and CNY
exchange rates.
Scope 1 and 2 GHG emissions intensity Achievement The upper limit is higher than the average growth expected
between 2023 and 2027 (8.8%) in the Group’s medium-term
> 157 tCO2 emitted per million euros of sales 0% business plan announced in March 2023 (€1.7 billion in 2027).
= 157 tCO2 emitted per million euros of sales 30% The lower limit (0% achievement) corresponds to an expected
= 130 tCO2 emitted per million euros of sales 50% growth rate well above world GDP growth.
= 123 tCO2 emitted per million euros of sales 80% Actual data will be disclosed ex-post.
≤ 120 tCO2 emitted per million euros of sales 100%
■ Criterion based on ROCE (15%)
Achievement rates between the lower and upper limits will be This criterion will be measured based on the return on capital
calculated on a straight-line basis. employed (ROCE). It will take into account average Group ROCE
for 2024, 2025 and 2026, calculated using the same methodology
Results used to calculate Group ROCE for 2023. The lower (0%) and
The performance achievement rates will not be known until 2026. upper (100%) limits were determined based on the business
plan used to set the Group’s 2027 targets, and will be disclosed
ex-post.
2.3.4. 2024 executives plan
■ Criterion based on EBITDA (15%)
On May 16, 2024, upon authorization of the Annual General
Meeting on that date (twenty-eighth resolution), the Board of This criterion will be measured based on EBITDA margin before
Directors adopted a plan for the members of the Executive non-recurring items and will take into account the Group’s average
Committee, including the Chief Executive Officer and the EBITDA margin before non-recurring items for 2024, 2025 and
Vice-Presidents of the Group’s four business lines, i.e., a total 2026. The limits have been determined based on the Group’s
of 14 people. business plan and will be disclosed ex-post.
■ Three CSR criteria (30%) each with the same weighting
Number of free shares and portion allocated (10%)
to the Chief Executive Officer • Human capital development: Percentage of women engineers
■ Maximum number of shares that may be allocated: 120,540. and managers in the Group in December 2026
■ Total number of shares allocated: 120,221. The Group has set itself the objective of increasing the percentage
■ Total number of shares allocated to the Chief Executive Officer: of women engineers and managers in 2027 versus 2022 by
17,321, representing 6.5% of the total number of shares 4 points.
allocated under the three plans authorized by the Annual In the proposed plan, the lower limit (0%) corresponds to the
General Meeting of May 16, 2024. percentage of women engineers and managers at end-2023, i.e.,
26.1%.
Performance conditions
The upper limit (100%) is set at 28.5%, in line with the roadmap
On the recommendation of the Governance and Remuneration (4-point increase between 2022 and 2027, i.e., an average
Committee, the Board of Directors selected seven performance 0.75-point increase per year).
criteria, detailed below. Each criterion is independent:
The indicator will be measured based on employees on sites
■ Stock market criterion (25%) included in the Group’s HRIS at December 31, 2023. Acquisitions
Growth in the Mersen share price (“G”) will be compared to that made after this date will be excluded from the calculation of this
of the SBF 120 index over three years, starting from the first criterion.
working day of the month of the 2024 Annual General Meeting, Achievement rates between the lower and upper limits will be
i.e., from May 2, 2024 to April 30, 2027. To limit the impacts calculated on a straight-line basis and capped at 100%. The
of volatility, the average closing price for the 20 trading days calculation method may be modified by the Board of Directors in
preceding May 2, 2024 will be used for the beginning of the period the event of a change in definition, notably in connection with the
and the average closing price for the 20 trading days prior to application of the European Corporate Sustainability Reporting
April 30, 2027 will be used for the end of the period. Directive (CSRD).
The lower limit (0%) corresponds to share price growth below • Reduction of greenhouse gas emissions (Scopes 1 and 2)
that for the index. The upper limit (100%) corresponds to share from our production sites, calculated in tonnes of CO2 per
price growth 5 percentage points or more higher than growth for million euros of sales (tCO2/€m).
the index. Achievement rates between the lower and upper limits
will be calculated on a straight-line basis and capped at 100%. The Group set a target to reduce CO2 emissions intensity (Scopes
1 and 2) by 35% by 2027 compared with 2022.
Actual data will be disclosed ex-post.
MERSEN 2024 URD
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CORPORATE GOVERNANCE REPORT
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In 2023, the Group reduced its emissions intensity to 90 tCO2 per In the proposed plan, the lower limit (0%) corresponds to the
million euros of sales, compared with 121 tCO2 per million euros results obtained at end-2022. The upper limit (100%) is set at
of sales in 2022. 603 cu.m per million euros of sales, i.e., a reduction of 12%
In the proposed plan, the lower limit (0%) is set at 100 tCO2 compared with 2022, in line with the roadmap.
per million euros of sales, i.e., a 17% improvement on the 2022 This criterion will be measured based on consumption in cubic
performance (121 tCO2 per million euros of sales). The upper meters per million euros of Group sales (cu.m/€m).
limit (100%) is set at 82 tCO2 per million euros of sales, a 32%
Achievement rates between the lower and upper limits will be
reduction on 2022, in line with the roadmap.
calculated on a straight-line basis. This criterion will be measured
This criterion will be measured in 2026 based on the 2023 in 2026 based on the 2023 like-for-like environmental reporting
environmental reporting scope and on sales at constant exchange scope and on sales at constant exchange rates (2023-2026).
rates in order to cancel out the impacts of currency fluctuations In particular, consumption related to the p-SiC project will not
on the ratio. The limits may be adjusted by the Board of Directors be included as it was still being determined at the date of this
in the event of a change in the calculation method. document.
Achievement rates between the lower and upper limits will be
calculated on a straight-line basis. Results
• Water consumption intensity The performance achievement rates will not be known until 2027.

The Group set a target to reduce its water consumption intensity
by 15% between 2022 and 2027. In 2022, the Group’s water
consumption intensity was 686 cu.m per million euros of sales.


2.3.5. Free shares for executives: previous allocations
2021 plan 2022 plan 2023 plan 2024 plan Total

Date of Board of Directors’ meeting May 20, 2021 May 19, 2022* May 16, 2023 May 16, 2024
Total number of shares allocated 84,000 88,200 86,100 120,540 378,840
Total number of shares allocated 84,000 88,200 86,100 120,221 378,521
o/w corporate officers (Luc Themelin) 12,600 12,600 12,600 17,321 55,121
o/w top ten recipients 67,200 69,195 69,300 96,701 302,396
Share price at allocation date 20.23 20.84 25.26 28.18
Vesting date (end of vesting period) May 20, 2024 May 19, 2025 May 16, 2026 May 16, 2027
Date of availability (end of lock-up period) May 21, 2024 May 20, 2025 May 17, 2026 May 17, 2027
Allocation canceled at Dec. 31, 2024 4,959 0 0 0 4,959
o/w canceled in 2024 4,959 0 0 0 4,959
Number of shares fully vested and transferable 79,041 0 0 0 79,041
BALANCE AT DECEMBER 31, 2024 0 88,200 86,100 120,221 294,521
* In April 2023, Mersen carried out a capital increase. In order to neutralize the dilutive effect of this increase on the shares initially granted in May 2022, the Board
used the authorization given in the thirty-first resolution of the Annual General Meeting of May 19, 2022 in order to increase the total number of shares granted by 5%.
MERSEN 2024 URD
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2.4. Free shares (non-executives programs)

The free share plans for non-executives that have not yet reached • or (the most favorable criterion is used)
the end of the vesting period are those awarded under the – Criterion 2: growth in the EBITDA margin before non-recurring
authorizations granted by the Annual General Meeting in 2022, items between 2020 and the 2021-2023 average compared
2023 and 2024. Shares allocated under the plans awarded in to the average growth in the EBITDA margin of a panel of
2021 vested fully for their beneficiaries in 2024. companies determined when the plan is set up.
Terms and conditions common to the free share plans awarded These criteria will be disclosed ex-post.
to non-executives
■ CSR objectives (33%) made up of three independent
■ Each year, the Annual General Meeting authorizes two free
criteria with the same weighting (11% each)
share plans for non-executives, one of which is subject to
performance conditions. These plans are reserved for certain • Human capital development: Percentage of women engineers
employees identified as high-potential managers or managers and managers in the Group in December 2023
with expertise in strategic sectors. The indicator will be measured based on employees on sites
■ The Board of Directors determines the identity and categories included in the Group’s HRIS at December 31, 2020 (approximately
of the beneficiaries of the share allocation, as well as any 99% of Group employees). Acquisitions made after December
allocation conditions. 2020 will be excluded from the calculation of this criterion.
■ Neither the Chief Executive Officer nor any member of the
Executive Committee was a beneficiary of this plan. Percentage of women engineers and managers Achievement
■ The plans have a three-year vesting period. < 24% 0%
= 27% 70%
2.4.1. 2021 plans ≥ 30% 100%
On May 20, 2021, upon authorization of the Annual General
Meeting on that date (twentieth and twenty-second resolutions), Achievement rates between the lower and upper limits will be
the Board of Directors adopted two free share plans for Group calculated on a straight-line basis.
managers other than those covered by the executive plan. • Environmental footprint of our sites: Percentage of waste
recycled in comparison with the total amount of waste
2.4.1.1. Performance-based plan generated by the Group’s operations

Number of shares and beneficiaries This criterion will be measured in 2023 based on the environmental
reporting scope.
■ Maximum number of shares to be allocated: 100,800 shares,
representing around 0.5% of the share capital at the date of
the Annual General Meeting. Percentage of waste recycled or recovered Achievement
■ Number of shares allocated: 100,800 shares. < 60% of waste recycled in comparison 0%
■ Number of beneficiaries: 194 Mersen Group managers. with the total amount of waste produced
≥ 60% of waste recycled in comparison 30%
Performance conditions with the total amount of waste produced
Free shares may only be allocated to the beneficiary at the end ≥ 70% of waste recycled in comparison 100%
of the vesting period (May 20, 2024) if the beneficiary is still an with the total amount of waste produced
employee of the Group and if the performance conditions defined
below are met. Achievement rates between the lower and upper limits will be
Therefore, the percentage of free shares allocated to each of the calculated on a straight-line basis.
beneficiaries will be determined based on the two criteria below; • Reduction in greenhouse gas emissions intensity of our
each criterion is independent (any outperformance in relation to production sites
a criterion cannot offset the result of another criterion) and counts
This criterion will be measured in 2023 based on the environmental
as part of the overall achievement, expressed as a percentage
reporting scope.
as set out below:
■ A financial criterion (67%)
Reduction in CO2 emissions Achievement
• This criterion is made up of two independent sub-criteria with
the same weighting: < 5% reduction in emissions intensity 0%
≥ 5% reduction in emissions intensity 30%
– Criterion 1a: average organic growth in sales over
2021/2022/2023 ≥ 10% reduction in emissions intensity 100%

– Criterion 1b: average of the EBITDA margin before non- Achievement rates between the lower and upper limits will be
recurring items between 2021 and 2023 calculated on a straight-line basis.
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Results Allocation conditions
The achievement rates for the applicable performance criteria Free shares may only be allocated to the beneficiary at the end
are as follows: of the vesting period (May 19, 2025) if the beneficiary is still an
employee of the Group and if the performance conditions defined
below are met.
Actual Achievement
performance rate
Performance conditions:
Financial criteria 100% The percentage of free shares allocated to each of the
Average organic growth in sales 12.4% beneficiaries will be determined based on the two criteria below;
over 2021/2022/2023 each criterion is independent (any outperformance in relation to
Average of the EBITDA margin 16.5% a criterion cannot offset the result of another criterion) and counts
before non-recurring items as part of the overall achievement, expressed as a percentage
between 2021 and 2023 as set out below:
CSR criteria 83%
■ A financial criterion (67%)
Women engineers and managers 26.1% 49%
Waste recycling rate 70% 100% ■ This criterion is made up of two independent sub-criteria with
Reduction in emissions intensity -54% 100% the same weighting:
• Criterion 1a: average organic growth in sales over
In view of these results, 94.4% of the shares were allocated on 2022/2023/2024
May 20, 2024, representing a total of 89,925 free shares allocated
to 182 beneficiaries. • Criterion 1b: average of the EBITDA margin before
non-recurring items between 2022 and 2024
2.4.1.2. Plan without performance conditions ■ or (the most favorable criterion is used)
Number of shares and beneficiaries • Criterion 2: growth in the EBITDA margin before non-recurring
■ Maximum number of shares to be allocated: 12,000 shares, items between 2021 and the 2022-2024 average compared
representing less than 0.1% of the share capital at the date of to the average growth in the EBITDA margin of a panel of
the Annual General Meeting. companies determined when the plan is set up.

■ Number of shares allocated: 11,350 shares. These criteria will be disclosed ex-post.

■ Number of beneficiaries: 40 Group employees. ■ CSR objectives (33%) made up of four independent criteria
with the same weighting (8.25% each)
Allocation conditions: • Human capital development: Percentage of women engineers
Free shares may only be allocated to the beneficiary at the end and managers in the Group in December 2024
of the vesting period (May 20, 2024) if the beneficiary continues
The indicator will be measured based on employees on sites
to be employed by the Group at that date.
included in the Group’s HRIS at December 31, 2021 (approximately
On May 20, 2024, after verification of the continued presence 99% of Group employees). Acquisitions made after December
condition, 9,6 50 vested free shares were allocated to 2021 will be excluded from the calculation of this criterion.
32 beneficiaries.
Percentage of women engineers and managers Achievement
2.4.2. 2022 plans
< 24.4% 0%
On May 19, 2022, upon authorization of the Annual General
Meeting on that date (thirtieth and thirty-second resolutions), = 28% 80%
the Board of Directors adopted two free share plans for Group ≥ 28% 100%
managers other than those covered by the executives plan.
Achievement rates between the lower and upper limits will be
2.4.2.1. Performance-based plan calculated on a straight-line basis.
• Environmental footprint of our sites: Percentage of waste
Number of shares and beneficiaries
recycled in comparison with the total amount of waste
■ Maximum number of shares to be allocated: 100,800 shares, generated by the Group’s operations
representing around 0.5% of the share capital at the date of
the Annual General Meeting. This criterion will be measured in 2024 based on the environmental
reporting scope.
■ Number of shares allocated: 98,600 shares.
■ Number of beneficiaries: 202 Mersen Group managers. Percentage of waste recycled or recovered Achievement
In April 2023, Mersen carried out a capital increase. In order to
neutralize the dilutive effect of this increase on the shares initially < 63% of waste recycled in comparison 0%
granted in May 2022, the Board of Directors used the authorization with the total amount of waste produced
given in the thirty-first resolution of the Annual General Meeting ≥ 63% of waste recycled in comparison 30%
of May 19, 2022 in order to increase the total number of shares with the total amount of waste produced
≥ 72.5% of waste recycled in comparison 100%
MERSEN 2024 URD




granted by 5%,raising the maximum number of shares that may
vest to 105,840. with the total amount of waste produced

Achievement rates between the lower and upper limits will be
calculated on a straight-line basis.
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• Reduction in greenhouse gas emissions intensity of our Allocation conditions
production sites Free shares may only be allocated to the beneficiary at the end
This criterion will be measured in 2024 based on the environmental of the vesting period (May 19, 2025) if the beneficiary is still an
reporting scope. employee of the Group and if the performance conditions defined
below are met.

Reduction in CO2 emissions intensity Achievement Performance conditions
< 13% reduction in emissions intensity 0% The percentage of free shares allocated to each of the
beneficiaries will be determined based on the two criteria below;
≥ 15% reduction in emissions intensity 80%
each criterion is independent (any outperformance in relation to
≥ 17% reduction in emissions intensity 100%
a criterion cannot offset the result of another criterion) and counts
as part of the overall achievement, expressed as a percentage
Achievement rates between the lower and upper limits will be
as set out below:
calculated on a straight-line basis.
■ A financial criterion (67%)
• Reduction in water consumption at our production sites
■ This criterion is made up of two independent sub-criteria with
This criterion will be measured in 2024 based on the 2021
the same weighting:
environmental reporting scope, which includes all the sites.
• Criterion 1a: average organic growth in sales over
2023/2024/2025
Reduction in water consumption Achievement
• Criterion 1b: average of the EBITDA margin before
> 672,000 cu.m 0% non-recurring items between 2023 and 2025
< 672,000 cu.m 30% ■ or (the most favorable criterion is used)
≤ 637,000 cu.m 100%
• Criterion 2: growth in the EBITDA margin before non-recurring
Achievement rates between the lower and upper limits will be items between 2022 and the 2023-2025 average compared
calculated on a straight-line basis. to the average growth in the EBITDA margin of a panel of
companies determined when the plan is set up.
2.4.2.2. Plan without performance conditions These criteria will be disclosed ex-post.

Number of shares and beneficiaries ■ CSR objectives (33%) made up of three independent
■ Maximum number of shares to be allocated: 12,000 shares, criteria with the same weighting (11% each)
representing less than 0.1% of the share capital at the date of • Human capital development: Percentage of women engineers
the Annual General Meeting. and managers in the Group
■ Number of shares allocated: 12,000 shares. The indicator will exclude acquisitions made after December 2022.
■ Number of beneficiaries: 46 Group employees.
In April 2023, Mersen carried out a capital increase. In order Percentage of women engineers and managers Achievement
to neutralize the dilutive effect of this increase on the shares < 25.3% 0%
initially granted in May 2022, the Board used the authorization
= 27% 80%
given in the thirty-first resolution of the Annual General Meeting
≥ 28.3% 100%
of May 19, 2022 in order to increase the total number of shares
granted by 5%.
Achievement rates between the lower and upper limits will be
This corresponds to 12,600 shares allocated. calculated on a straight-line basis.

Allocation conditions: • Environmental footprint of our sites: Percentage of waste
Free shares may only be allocated to the beneficiary at the end recycled in comparison with the total amount of waste
of the vesting period (May 19, 2025) if the beneficiary continues generated by the Group’s operations
to be employed by the Group at that date. This criterion will be measured in 2025 based on the environmental
reporting scope.
2.4.3. 2023 plans
On May 16, 2023, upon authorization of the Annual General Percentage of waste recycled or recovered Achievement
Meeting on that date (eighteenth and twentieth resolutions), < 70% of waste recycled in comparison 0%
the Board of Directors adopted two free share plans for Group with the total amount of waste produced
managers other than those covered by the executives plan.
= 70% of waste recycled in comparison 30%
with the total amount of waste produced
2.4.3.1. Performance-based plan ≥ 75% of waste recycled in comparison 100%
Number of shares and beneficiaries with the total amount of waste produced
■ Maximum number of shares to be allocated: 100,800 shares,
Achievement rates between the lower and upper limits will be
MERSEN 2024 URD




representing around 0.4% of the share capital at the date of
the Annual General Meeting. calculated on a straight-line basis.

■ Number of shares allocated: 99,800 shares.
■ Number of beneficiaries: 196 Mersen Group managers.
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• Reduction in greenhouse gas emissions intensity of our The lower limit (0%) corresponds to share price growth below
production sites that for the index. The upper limit (100%) corresponds to share
This criterion will be measured in 2025 based on the environmental price growth 5 percentage points or more higher than growth for
reporting scope, calculated on the basis of sales at constant the index. Achievement rates between the lower and upper limits
exchange rates. will be calculated on a straight-line basis and capped at 100%.
Actual data will be disclosed ex-post.
Scope 1 and 2 GHG emissions intensity Achievement ■ Average sales growth (22.5%)

> 157 tCO2 emitted per million euros of sales 0% This criterion will be measured on the basis of the compound
average growth rate (CAGR) of Group sales over the three years
= 157 tCO2 emitted per million euros of sales 30%
2023 to 2026, including bolt-on acquisitions and disposals (in line
= 130 tCO2 emitted per million euros of sales 50%
with the Group’s roadmap), calculated at constant USD and CNY
= 123 tCO2 emitted per million euros of sales 80% exchange rates.
≤ 120 tCO2 emitted per million euros of sales 100%
The upper limit is higher than the average growth expected
between 2023 and 2027 (8.8%) under the Group’s medium-
Achievement rates between the lower and upper limits will be
term business plan (€1.7 billion in 2027). The lower limit
calculated on a straight-line basis.
(0% achievement) corresponds to an expected growth rate well
above world GDP growth.
2.4.3.2. Plan without performance conditions
Actual data will be disclosed ex-post.
Number of shares and beneficiaries
■ ROCE (15%)
■ Maximum number of shares to be allocated: 12,000 shares,
representing less than 0.1% of the share capital at the date of This criterion will be measured based on the return on capital
the Annual General Meeting. employed (ROCE). It will take into account average Group ROCE
for 2024, 2025 and 2026, calculated using the same methodology
■ Number of shares allocated: 10,650 shares.
used to calculate Group ROCE for 2023. The lower (0%) and
■ Number of beneficiaries: 40 Group employees. upper (100%) limits were determined based on the business
plan used to set the Group’s 2027 targets, and will be disclosed
Allocation conditions ex-post.
Free shares may only be allocated to the beneficiary at the end
■ EBITDA (22.5%)
of the vesting period (May 19, 2025) if the beneficiary continues
to be employed by the Group at that date. This criterion will be measured based on EBITDA margin before
non-recurring items and will take into account the Group’s average
EBITDA margin before non-recurring items for 2024, 2025 and
2.4.4. 2024 plans for non-executives 2026. The limits have been determined based on the Group’s
On May 16, 2024, upon authorization of the Annual General business plan, and will be disclosed ex-post.
Meeting on that date (twenty-seventh and twenty-ninth
■ Three independent CSR criteria (30%)
resolutions), the Board of Directors adopted two free share plans
for Group managers other than those covered by the executives A. Human capital development: Percentage of women
plan. engineers and managers in the Group in December 2026
The Group set itself the objective of increasing the percentage of
2.4.4.1. Performance-based plan women engineers and managers in 2027 versus 2022 by 4 points.
Number of shares and beneficiaries In the proposed plan, the lower limit (0%) corresponds to the
■ Maximum number of shares to be allocated: 128,340 shares, percentage of women engineers and managers at end-2023, i.e.,
representing around 0.5% of the share capital at the date of 26.1%.
the Annual General Meeting. The upper limit (100%) is set at 28.5%, in line with the roadmap
■ Number of shares allocated: 122,250 shares. (4-point increase between 2022 and 2027, i.e., an average
0.75-point increase per year).
■ Number of beneficiaries: 217 Mersen Group managers.
The indicator will be measured based on employees on sites
Allocation conditions included in the Group’s HRIS at December 31, 2023. Acquisitions
Free shares may only be allocated to the beneficiary at the end made after this date will be excluded from the calculation of this
of the vesting period (May 16, 2027) if the beneficiary is still an criterion.
employee of the Group and if the performance conditions defined Achievement rates between the lower and upper limits will be
below are met. calculated on a straight-line basis and capped at 100%. The
calculation method may be modified by the Board of Directors in
Performance conditions
the event of a change in definition, notably in connection with the
■ Share price performance (10%)
application of the European Corporate Sustainability Reporting
Growth in the Mersen share price will be compared to that Directive (CSRD).
of the SBF 120 index over three years, starting from the first
working day of the month of the 2024 Annual General Meeting,
MERSEN 2024 URD




i.e., from May 2, 2024 to April 30, 2027. To limit the impacts
of volatility, the average closing price for the 20 trading days
preceding May 2, 2024 will be used for the beginning of the period
and the average closing price for the 20 trading days prior to
April 30, 2027 will be used for the end of the period.
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B. Reduction of greenhouse gas emissions (Scopes 1 and 2) In the proposed plan, the lower limit (0%) corresponds to the
from our production sites, calculated in tonnes of CO2 results obtained at end-2022. The upper limit (100%) is set at
per million euros of sales (tCO2/€m) 603 cu.m per million euros of sales, representing a reduction of
The Group set a target to reduce CO2 emissions intensity (Scopes 12% compared with 2022, in line with the roadmap.
1 and 2) by 35% by 2027 compared with 2022. Measurement will be based on consumption in cubic meters per
In 2023, the Group reduced its emissions intensity to 90 tCO2 million euros of Group sales (cu.m/€m).
per million euros of sales, compared with 121 tCO2 per million Achievement rates between the lower and upper limits will be
euros of sales in 2022. calculated on a straight-line basis. This criterion will be measured
In the proposed plan, the lower limit (0%) is set at 100 tCO2 in 2026 based on the 2023 like-for-like environmental reporting
per million euros of sales, i.e., a 17% improvement on the 2022 scope and on sales at constant exchange rates (2023-2026).
performance (121 tCO2 per million euros of sales). The upper In particular, consumption related to the p-SiC project will not
limit (100%) is set at 82 tCO2 per million euros of sales, a 32% be included as it was still being determined at the date of this
reduction on 2022, in line with the roadmap. document.

This criterion will be measured in 2026 based on the 2023
2.4.4.2. Plan without performance conditions
environmental reporting scope and on sales at constant exchange
rates in order to cancel out the impacts of currency fluctuations Number of shares and beneficiaries
on the ratio. The limits may be adjusted by the Board of Directors ■ Maximum number of shares to be allocated: 16,800 shares,
in the event of a change in the calculation method. representing less than 0.1% of the share capital at the date of
Achievement rates between the lower and upper limits will be the Annual General Meeting.
calculated on a straight-line basis. ■ Number of shares allocated: 14,220 shares.
C. Water consumption intensity ■ Number of beneficiaries: 47 Group employees.
The Group set a target to reduce its water consumption intensity
Allocation conditions
by 15% between 2022 and 2027. In 2022, the Group’s water
consumption intensity was 686 cu.m per million euros of sales. Free shares may only be allocated to the beneficiary at the end
of the vesting period (May 16, 2027) if the beneficiary continues
to be employed by the Group at that date.


2.4.5. Free shares for non-executives: previous allocations
2021 plan 2021 plan 2022 plan 2022 plan 2023 plan 2023 plan 2024 plan 2024 plan Total

High High High High
Managers potentials Managers potentials Managers potentials Managers potentials

Performance conditions Yes No Yes No Yes No Yes No

May 20, May 20, May 19, May 19, May 16, May 16, May 16, May 16,
Date of Board of Directors’ meeting 2021 2021 2022 2022 2023 2023 2024 2024
Total number of shares allocated 100,800 12,000 105,840 12,600 100,800 12,000 128,340 16,800 489,180
Total number of shares allocated 100,800 11,350 104,101 12,597 99,800 10,650 122,250 14,220 475,768
o/w corporate officers
(Luc Themelin) 0 0 0 0 0 0 0
o/w top ten recipients 13,250 4,600 11,760 4,040 15,800 3,950 17,500 3,720 74,620
Share price at allocation date 23.43 23.43 23.98 23.98 29.42 29.42 29.77 30.83
Vesting date May 20, May 20, May 19, May 19, May 16, May 16, May 16, May 16,
(end of vesting period) 2024 2024 2025 2025 2026 2026 2027 2027
Date of availability May 21, May 21, May 20, May 20, May 17, May 17, May 17, May 17,
(end of lock-up period) 2024 2024 2025 2025 2026 2026 2027 2027
Allocation canceled at Dec. 31, 2024 10,875 1,700 0 0 0 0 0 0 12,575
o/w canceled in 2024 10,875 1,700 0 0 0 0 0 0 12,575
Number of shares fully vested and
transferable 89,925 9,650 0 0 0 0 0 0 99,575
BALANCE AT
DECEMBER 31, 2024 0 0 104,101 12,597 99,800 10,650 122,250 14,220 363,618
MERSEN 2024 URD
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2.5. Free share authorization to be put to the shareholders’ vote at the
next Annual General Meeting on May 16, 2025

As has been the case in previous years, the shareholders will be ■ For the executives and managers plans, ambitious and
invited to approve three authorizations for the allocation of free quantified performance conditions, both financial and
shares (for executives, managers, and experts and talent). The non-financial, set in line with the Group’s roadmap. These
plans will have a similar structure to those set up before, i.e.: performance conditions will be described in detail in the notice
■ A three-year presence condition. of meeting for the Annual General Meeting.
■ A maximum number of free shares in line with the 2024 plan.



2.6. Components of compensation paid or granted to Luc Themelin
(Chief Executive Officer) in respect of the fiscal year ended
December 31, 2024 submitted to a vote by the Combined General
Meeting of May 16, 2025

Amount
granted in
Amount 2024
paid in (or fair value
2024 of shares) Observations

Fixed compensation €500,000 €500,000 No increase in 2024.
Annual variable €715,451 €359,050 The variable portion is between 0% and 100% of the fixed compensation
compensation (to be paid and may be increased in the event of outperformance to up to 150%
subject to of the fixed compensation. The individual and financial objectives are reviewed
the condition every year by the Governance, Appointments and Remuneration Committee,
precedent of based on the Group’s strategic priorities.
the AGM vote) The variable portion is composed of financial objectives for 70% (30% based
on the Group’s operating margin before non-recurring items, 20% based
on the Group’s operating cash flow and 20% based on EBITDA before
nonrecurring items). In the event of outperformance, these three financial
objectives may be increased to a maximum of 60%, 30% and 30% respectively,
i.e., a total of 120%.
The 2024 financial objectives were based on the Group’s annual budget.
• Operating margin before non-recurring items: the target is 10.8% of sales
(100% achievement). The actual amount was 10.5% of sales, representing
an achievement rate of 54%.
• Operating cash flow: the target was set at €148.6 million in 2024.
The actual amount was well above the target limit (€194 million), resulting
in an achievement rate of 150%.
• EBITDA before non-recurring items: the target is €216 million. The Group
posted EBITDA before non-recurring items of €206 million, representing
an achievement rate of 38.5%.
The non-financial objectives for 2024 accounted for 30% and were as follows:
• Safety (25%): based on three equally weighted indicators: (i) A lost time
injury rate (LTIR) of less than or equal to 1.4 for 100% achievement (0%
achievement if greater than or equal to 1.6). For 2024, the rate was 2.1, i.e.,
0% achievement. (ii) A severity injury rate (SIR), which had to be less than
60 in order to reach 100% achievement (0% if greater than or equal to 70).
In 2024, the SIR was 70, i.e., 0% achievement. (iii) The number
of management safety visits (MSV), which had to be greater than
1.2 per employee. For 2024, the ratio was 0.95, i.e., 0% achievement.
Taking these factors into account, the achievement rate was 0%.
MERSEN 2024 URD
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Amount
granted in
Amount 2024
paid in (or fair value
2024 of shares) Observations
• Environment (25%): based on four indicators with equal weighting:
(i) A waste recycling rate of at least 75% for 100% achievement (0% if less
than or equal to 70%). For 2024, this rate was 71.3%, i.e., 26% achievement.
ii) For Scope 3 greenhouse gas emissions, the target was to have the
methodology validated and published. The methodology was validated and
tested but not published. The objective has therefore been 80% achieved.
iii) The target for greenhouse gas emissions intensity (Scopes 1 and 2) was
for intensity to be less than or equal to 87 tCO2 per million euros of sales for
100% achievement (0% if greater than or equal to 92 tCO2 per million euros
of sales). The actual amount was 77 tCO2 per million euros of sales, i.e.,
100% achievement. iv) For water consumption, the target was to have
a water consumption intensity of less than 645 cu.m per million euros
of sales for 100% achievement (0% if more than 653 cu.m per million euros
of sales). In 2024, the actual figure was 692 cu.m per million euros of sales,
representing a 0% achievement rate.
Taking these factors into account, the overall achievement rate stood
at 52%, i.e., a 3.9% contribution to the objectives out of a maximum 7.5%.
• Succession plan (15%): this plan is necessary to ensure an effective
transition for certain roles over the medium term. The Board considered
that the objective was 100% achieved.
• p-SiC project and Capex monitoring (20%): the objective was to monitor
and manage the Group’s capital expenditure plan, and specifically the pSiC
project. The Board of Directors deemed that this objective was 85% achieved.
• Organic growth (15%): the objective was to complete the external
acquisitions planned in the budget. The objective was 100% achieved.
The variable compensation for 2024 represents 71.8% of the fixed
compensation (due) and breaks down as follows: the portion linked to financial
objectives amounted to 16.1% of the Group’s operating margin before
non-recurring items, 30% of operating cash flow and 7.7% of EBITDA before
non-recurring items. The proportion linked to non-financial objectives, taking
into account the weightings applied to each criterion, amounted to 60%.
Incentives €22,240 €23,184 The amount of incentives is capped.
Performance shares €318,254 €488,105 Luc Themelin was granted 17,321 performance shares in 2024.
Under the performance share plan launched in 2021, 94.1% of the
performance criteria were met. A total of 11,857 shares were allocated
to Luc Themelin in 2024.
Directors’ compensation N/A N/A Luc Themelin does not receive any compensation as a director.
in respect of office
Benefits in kind €37,679 €37,679 Benefits in kind primarily comprise contributions paid to an external
organization for executive unemployment insurance. They also include the use
of a company car and the payment of an annual medical examination.
Severance payment €0 €0 No severance payment was due for or paid in 2024.
Non-compete indemnity €0 €0 No non-compete indemnity was due for or paid in 2024.
Supplementary €0 €0 No amounts were due for or paid in 2024 in relation to supplementary
pension plan pension plans.
The theoretical calculation of the annuity paid to Luc Themelin would
amount to €175,000, before tax and social charges.
MERSEN 2024 URD
70
CORPORATE GOVERNANCE REPORT
COMPENSATION AND BENEFITS OF CORPORATE OFFICERS
2
2.7. Components of compensation paid or granted to Olivier Legrain
(Chairman of the Board) in respect of the fiscal year ended
December 31, 2024 submitted to a vote by the Combined General
Meeting of May 16, 2025

(in euros – Amount paid Amount granted
gross amount) in 2024 in 2024 Observations on the amounts allocated
Fixed compensation €120,000 €120,000 No increase in 2024. The compensation granted
for a given year is paid monthly in the year.
Directors’ compensation €37,603 €41,000 The compensation granted for a given year is paid
at the beginning of the subsequent year.
Benefits in kind N/A N/A
MERSEN 2024 URD
71
CORPORATE GOVERNANCE REPORT
OTHER DISCLOSURES
2
3. OTHER DISCLOSURES
3.1. Items likely to have an impact in the event of a public offer

Pursuant to Article L.22-10-11 of the French Commercial Code, ■ the rules for appointing and removing members of the Board
we hereby inform you of the following points which are likely to of Directors shall be those provided for by the law and by the
have an impact in the event of a public offer: Articles of Association. The director representing employees
■ the capital structure as well as any direct or indirect shall be appointed by the Group Committee (Article 17 of the
shareholdings of which the company is aware and all related Articles of Association);
information are described in chapter 5 of this Universal ■ as regards the powers of the Board of Directors, current
Registration Document; delegations and authorizations are described in chapter 5
■ the Articles of Association do not provide for any restrictions of the Universal Registration Document (share buyback
to the exercise of voting rights, except for the request to strip program and table summarizing delegations and authorizations
shares of voting rights that may be made by one or more regarding increases to share capital), it being understood that
shareholders holding at least 1% of the share capital or voting the authorization to buy back shares and the various financial
rights if a shareholder fails to declare having crossed the authorizations and delegations are suspended during a public
threshold of 1% (Article 11 ter of the Articles of Association) offer for the Company’s shares;
(see chapter 5, section 1.8); ■ amendments to the company’s Articles of Association shall
■ no agreement provisions have been brought to the Company’s be made in accordance with legal and regulatory provisions;
attention pursuant to Article L.233-11 of the French Commercial ■ financial contracts entered into by the company may be
Code; amended or terminated in the event of a change of control of
■ in regard to special control rights that may be attached to the company. Certain business contracts may also be affected;
shares, it is specified that double voting rights are attached to ■ certain Group activities are subject to export controls
fully paid-up shares that have been held in registered form for governing dual-use items and technologies as well as to the
at least two years (see chapter 5, section 2.6); US International Traffic in Arms Regulations (ITAR);
■ there are no restrictions on the transfer of shares; ■ certain Group activities are subject to controls governing
■ as far as the company is aware, no agreements or other sensitive technologies in France (Security and Defense);
commitments have been signed between shareholders; ■ the agreements providing for compensation in the event
■ voting rights attached to Mersen shares held by employees via of termination of the Chief Executive Officer’s duties are
the Mersen FCPE (corporate mutual fund) shall be exercised described in section 2.1.4.3 of this chapter. There are no
by a representative appointed by the FCPE’s supervisory board special agreements in place that provide for compensation
to represent the employees at the Annual General Meeting; for members of the Board or employees in the event of their
resignation or dismissal without fair cause or if their term of
employment is ended due to a public tender or exchange offer.




MERSEN 2024 URD
72
CORPORATE GOVERNANCE REPORT
OTHER DISCLOSURES
2
3.2. Agreements within the meaning of Articles L.225-38 and L.225-39
of the French Commercial Code and agreements entered
into between (i) a corporate officer or a shareholder with more
than 10% of the voting rights and (ii) a controlled company within
the meaning of Article L.233-3 of the French Commercial Code

“Related-party agreements” are the agreements entered into In 2024, based on this review, no new related-party agreements
directly or through an intermediary between the Company and or routine agreements entered into on arm’s length terms came
a corporate officer, a shareholder holding over 10% of the voting to light that no longer met these conditions.
rights, or another company if one of the Company’s corporate An assessment of routine agreements entered into on arm’s length
officers is the sole proprietor, unlimited partner, legal manager, terms by the Company with its non-wholly owned subsidiaries was
director or, generally, an executive officer of such company. provided to the Audit and Accounts Committee. At its meeting of
They are subject to the prior authorization of the Board of March 11, 2025, the Audit and Accounts Committee confirmed
Directors and the approval of the Annual General Meeting, with the the relevance of the criteria used to assess these agreements.
exception of agreements between Mersen and Group companies At its meeting on March 11, 2025, the Board of Directors noted
that are directly or indirectly wholly owned by Mersen, and routine these findings and the fact that there were no routine agreements
agreements entered into on arm’s length terms. Pursuant to entered into on arm’s length terms that no longer met these
Article L.225-39 of the French Commercial Code, these two conditions.
categories of agreements are expressly exempt from the specific
related-party agreements procedure (prior authorization of the The Board of Directors also noted that a regulated related-party
Board of Directors, statement in the Statutory Auditors’ special agreement entered into in 2023 and approved by the Annual
report and approval by the Annual General Meeting). General Meeting of May 16, 2024 continued into 2024. The details
of this agreement are set out below:

3.2.1. Procedure for identifying ■ Purpose: waiver of receivables between Mersen SA and
Italthai Mersen Co Ltd, Thailand, a company in the process
related-party agreements and of liquidation, in the amount of 3.7 million baht (96,000 euros).
reviewing routine agreements
Person concerned: Luc Themelin is a director of both Mersen
entered into on arm’s length ■
and Italthai Mersen Co Ltd.
terms
■ Context: Italthai Mersen Co Ltd is a company owned 49% by
Pursuant to Article L.22-10-12 of the French Commercial Mersen and 49% by a local company. The two partners decided
Code, the Board of Directors approved an internal procedure to mothball and then liquidate the company, and in order to
for identifying relatedparty agreements and reviewing routine facilitate the liquidation process each agreed to waive part of
agreements entered into on arm’s length terms. This procedure their claims for the same amount. As the receivable had already
is applied before any agreement that could qualify as a related- been 100% written down, this waiver had no impact on the
party agreement is signed, as well as prior to any amendments, financial statements for the year ended December 31, 2023.
renewals or terminations of such agreements. It is used to assess
whether an agreement relates to routine operations and has been This partial waiver of receivables had been granted in return
entered into on arm’s length terms, in which case it is not a related- for repayment of the balance of the receivable by the Company
party agreement under French law. This procedure also makes (1.3M Bhats, i.e. 34k€). This repayment was made in September
it possible to regularly review whether agreements relating to 2024. The agreement has now been fully executed.
routine operations entered into on arm’s length terms meet those
conditions. 3.2.3. Agreements entered into
This procedure was defined by the Board of Directors on between (i) a corporate officer
December 19, 2019. It is available on the Company’s website. or a shareholder with more than
10% of the voting rights and
3.2.2. Implementation of the procedure (ii) a controlled company within
in 2024 the meaning of Article L.233-3
In accordance with the procedure described in the previous of the French Commercial Code
section, the Company’s Finance and Legal Departments conduct a
In 2024, Mersen France Angers, a wholly owned subsidiary of
review of draft agreements to determine whether they are subject
Mersen, received a grant from Bpifrance.
to the abovementioned authorization procedure, and then, every
year, they review routine agreement entered into on arm’s length
terms to ensure that they meet these conditions.
MERSEN 2024 URD
73
CORPORATE GOVERNANCE REPORT
STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS
2
STATUTORY AUDITORS’ SPECIAL REPORT
ON RELATED-PARTY AGREEMENTS
ANNUAL GENERAL MEETING CALLED TO APPROVE THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024

This is a free translation into English of the Statutory Auditors’ special report on related-party agreements issued in French and is provided
solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance
with, French law and professional auditing standards applicable in France.



To the Shareholders of Mersen, Agreements already approved
In our capacity as Statutory Auditors of Mersen, we hereby report
to you on related-party agreements.
by the annual general meeting
It is our responsibility to report to shareholders, based on the In accordance with Article R.225-30 of the French Commercial
information provided to us, on the main terms and conditions Code, we were informed of the following agreements, approved
of agreements that have been disclosed to us or that we may by the Annual General Meeting in previous years, which were
have identified as part of our engagement, as well as the implemented during the year.
reasons given as to why they are beneficial for the Company,
without commenting on their relevance or substance or Debt waiver to Italthai Mersen Co., Ltd.
identifying any undisclosed agreements. Under the provisions of
■ Agreement authorized by the Board of Directors on
Article R.225-31 of the French Commercial Code (Code de
January 24, 2024, it being specified that, due to the liquidation
commerce), it is the responsibility of the shareholders to determine
process ongoing in 2023, the authorization procedure was not
whether the agreements are appropriate and should be approved.
followed.
Where applicable, it is also our responsibility to provide
■ Person concerned: Luc Themelin, director of both Mersen and
shareholders with the information required by Article R.225-31
Italthai Mersen Co., Ltd.
of the French Commercial Code in relation to the implementation
during the year of agreements already approved by the Annual ■ Nature and purpose: on May 15, 2023, Mersen entered into a
General Meeting. partial debt waiver agreement with Italthai Mersen Co., Ltd, a
49%-owned company in liquidation.
We performed the procedures that we deemed necessary in
accordance with professional standards applicable in France ■ Terms and conditions: the amount of the partial waiver was
to such engagements. These procedures consisted in verifying 3.7 million Thai baht (€96,000) granted by Mersen and subject
that the information we received is consistent with the underlying to repayment of the balance of the receivable for 1.3 million
documents. Thai baht. In September 2024, the company repaid Mersen,
definitively terminating the agreement entered into in 2023.
The receivable had been fully provisioned in Mersen’s financial
statements. For 2024, the financial impact was income linked
Agreements to be submitted to the reversal of the provision in an amount of €34 thousand.

for the approval of the annual
general meeting
We were not informed of any agreement authorized and entered
into during the year to be submitted for the approval of the Annual
General Meeting pursuant to the provisions of Article L.225-38 of
the French Commercial Code.



Paris-La Défense, March 28, 2025
The Statutory Auditors
KPMG SA ERNST & YOUNG Audit

Alexandra SAASTAMOINEN Pierre BOURGEOIS
Partner Partner
74
75




3 MANAGEMENT REPORT

1. INTRODUCTION 76

2. CONSOLIDATED SALES 77

3. RESULTS 78

4. CASH FLOW 80

5. STATEMENT OF FINANCIAL POSITION 82

6. SUBSEQUENT EVENTS 83

7. 2025 GUIDANCE 84

8. DIVIDEND 84

9. INTERNAL CONTROL 85

10. RISK FACTORS 89

11. INSURANCE 100

12. RELATIONS BETWEEN THE PARENT COMPANY
AND ITS SUBSIDIARIES 101

13. PARENT COMPANY RESULTS 101




For the definitions, please refer to the glossaries at the end of the document.
Unless otherwise stated, amounts are expressed in millions of euros
and rounded to the nearest decimal place. Rounding may lead to non-material
differences between the reported totals and the sum of the rounded amounts.
76
MANAGEMENT REPORT
INTRODUCTION
3
1. INTRODUCTION
In recent years, Mersen has taken on a new dimension and The operating margin before non-recurring items, at 10.5%
acquired a more comprehensive, dynamic, profitable and resilient of sales, was 80 basis points lower than in 2023, due to the
profile thanks to its unique expertise in its two segments – electrical increase in depreciation and amortization linked to the significant
power and advanced materials – its international presence and investments made in 2023 and 2024.
its position as world leader. It also plays a key role in the value
This year, the Group generated a higher level of net cash before
chain with a diversified base of major customers in markets and
capital expenditure than last year, thanks to an increase in
applications linked to the energy transition, such as renewable
prepayments on contracts in the SiC semiconductor market and
energies, electricity transmission and power conversion, green
the initial effects of a plan to reduce inventories announced in
transportation and energy efficiency.
October.
Following on from the presentation of an ambitious medium-term
Net debt (€370 million) rose significantly year on year due to
growth plan and the completion of a capital increase in 2023, the
record capital expenditure (€204 million) and the financing of
Group saw record sales in 2024 of €1,244 million.
acquisitions (€66 million outlay in 2024). However, the Group’s
This year, Mersen successfully completed a number of external financial structure remains very solid, with a leverage ratio (net
growth transactions in the United States, which now accounts debt/EBITDA) of 1.8x, in line with Group policy. The Group has
for over 36% of Group sales. These acquisitions in a highly also strengthened its cash position with the issue of a €100 million
dynamic region have expanded the Group’s customer base German private placement “Schuldschein”) in March 2024,
and consolidated its industrial resources (GMI and Bar-Lo) and together with a US private placement of almost USD 195 million
expertise (KTK). signed in February 2025.
However, the Group’s organic sales growth of 2.6% in 2024 is Lastly, the Group has complied with the European Corporate
below initial expectations, due to a sharp downturn in deliveries Sustainability Reporting Directive (CSRD) and published its
to the solar cell market in China in the second half of the year first sustainability report this year. In the future, the CSR double
and slower growth in SiC semiconductors due to turbulence in the materiality assessment will help align the Group’s strategy even
electric vehicle market. These factors have also led the Group to more closely with its sustainability objectives.
push back its medium-term objectives by two years, from 2027
On the stock market, the Group saw its market capitalization
to 2029.
decrease by 41% over the year. Over the summer, news of
The Group achieved an EBITDA margin of 16.5%, virtually possible delays in electric vehicle launches had an adverse
unchanged from last year. The increase in development costs for impact on securities in the electric vehicle and SiC semiconductor
electric vehicles and the p-SiC substrate development project was segments, leading to a fall in Mersen’s share price. More generally,
offset by the ramping up of measures to improve the profitability a lack of confidence in French mid-caps weighed on share prices.
of certain sites and product lines, with effects already visible at
the end of 2024.
77
MANAGEMENT REPORT
CONSOLIDATED SALES
3
2. CONSOLIDATED SALES
Mersen’s consolidated sales for full-year 2024 totaled won. The scope effect corresponds partly to the disposal of a
€1,244 million, up by 2.6% on an organic basis versus 2023. chemicals business in Germany in August 2023 and of a rail brush
Over 2% of this growth was attributable to price increases. business in China in April 2024. It also reflects the consolidation
of GMI from July 1, 2024, of KTK from October 1, 2024, and of
The unfavorable currency effect was mainly due to the depreciation
Bar-Lo from November 1, 2024.
of the Chinese renminbi, the Japanese yen and the South Korean


Organic Scope Currency Reported
In millions of euros FY 2024 FY 2023 growth effect effect growth

Advanced Materials 689.8 669.4 2.6% +1.4% -0.9% 3.0%
Electrical Power 553.8 541.5 2.6% +0.3% -0.6% 2.3%
Europe 400.2 397.2 1.8% -0.9% -0.1% 0.8%
Asia-Pacific 297.7 310.9 -1.2% -1.1% -2.0% -4.3%
North America 508.9 463.1 6.3% +3.9% -0.3% 9.9%
Rest of the world 36.8 39.7 -4.0% -0.6% -2.8% -7.3%
GROUP 1,243.6 1,210.9 2.6% +0.9% -0.7% 2.7%



2.1. By segment

Advanced Materials sales totaled €690 million, up 2.6% on an Electrical Power sales came to €554 million for the year,
organic basis over the year. As expected, sales in the solar and representing organic year-on-year growth of 2.6%. Sales to
silicon semiconductor markets were dampened due to customers’ the electrical distribution market in the United States remained
high inventory levels. Growth was particularly robust in the strong, albeit slightly down on last year. Sales for electric vehicles
transportation market (aeronautics and rail). Sales for the SiC remained buoyant, as did other transportation markets (rail and
semiconductors market increased by around 10%. Lastly, growth aeronautics). However, sales were stable in power electronics.
in the chemicals and process industries markets was higher than
the Group average.



2.2. By geographic area

Europe reported moderate growth, driven by an improvement other hand, enjoyed strong growth, driven respectively by the rail
in the transportation (rail, aeronautics and electric vehicles) and and energy storage markets.
SiC semiconductor markets, offset by a decline in renewable North America posted growth in both segments, with particularly
energies and electrical distribution. Business remained firm in good performances in the aeronautics and chemicals markets. As
both France and Italy, while Germany saw a decline, due to the expected, electrical distribution contracted from the very high level
local economic climate. of activity in 2023, while the other process industries remained
In Asia, Group sales dipped 1.2% compared with last year, mainly buoyant. SiC semiconductors saw slight growth in sales, but this
as a result of a sharp slowdown in the production of solar cells in did not offset the decline in Si semiconductors.
China toward the end of the year. India and South Korea, on the
78
MANAGEMENT REPORT
RESULTS
3
3. RESULTS
3.1. EBITDA and operating income before non-recurring items

(In millions of euros) 2024 2023

EBITDA before non-recurring items 205.5 202.7
As a % of sales 16.5% 16.7%
Depreciation and amortization (74.5) (65.4)
Operating income before non-recurring items 131.1 137.3
As a % of sales 10.5% 11.3%


Group EBITDA before non-recurring items was 1.4% higher electric vehicle team. In addition, price increases and productivity
year on year, at €205.5 million. The EBITDA margin before gains largely offset the impact of higher raw material and labor
non-recurring items was close to that for 2023, at 16.5% versus costs.
16.7%.
Operating income before non-recurring items stood at
The EBITDA margin before non-recurring items for the Advanced €131.1 million, down slightly compared to 2023 (€137.3 million).
Materials segment was 21.4%, down compared to 2023 (22.4%). The operating margin before non-recurring items was 10.5%,
While price increases and productivity gains offset inflation in raw compared with 11.3% in 2023, mainly due to higher depreciation
material, energy and labor costs, the mix effect was negative. and amortization linked to investments under the growth plan,
Net income also included higher development costs for the p-SiC and development costs associated with the p-SiC and electric
project than in 2023. vehicle projects. The volume/mix effect was slightly negative.
The EBITDA margin before non-recurring items for the Electrical Price increases and productivity gains, linked in part to the
Power segment grew by 60 basis points to 14.0% (13.4% in 2023). acceleration of the adaptation plan, more than offset the inflation
Volume/mix effect was positive and offset the costs linked to the in raw material, energy and labor costs.


In millions of euros 2024 2023 Change

Consolidated sales 1,243.6 1,210.9 +2.7%
Gross income 385.8 385.4
as a % of sales 31.0% 31.8%
Selling, marketing and other operating expenses (90.2) (88.5) +2.0%
Administrative and research expenses (163.1) (158.5) +2.9%
Amortization of revalued intangible assets (1.4) (1.2)
Operating income before non-recurring items 131.1 137.3 -4.6%
as a % of sales 10.5% 11.3%


Gross margin was 31.0%, down from 31.8% in 2023, due to higher Administrative and research expenses were up by 2.9%, or 2.5%
depreciation and amortization and a negative volume/mix effect. on a like-for-like basis.
Selling, marketing and other operating expenses were up 2.0%, Overall, payroll expenses amounted to €419 million, a year-on-
but down slightly on a like-for-like basis. The decline was seen year increase of 8% on a like-for-like basis. This includes an
in the second half, as the Group decided towards the end of the increase of more than 5% in average wages to take account of
year to ramp up cost adaptation measures due to the delay in the inflation in many countries.
electric vehicle and SiC semiconductor markets.
79
MANAGEMENT REPORT
RESULTS
3
3.2. Net income
Net income attributable to owners of the parent amounted to €59.0 million for 2024, compared with €81.6 million in 2023.

In millions of euros 2024 2023

Operating income before non-recurring items 131.1 137.3
Non-recurring income and expenses (23.5) (5.9)
Operating income 107.5 131.4
Net financial expense (24.0) (19.3)
Current and deferred income tax (22.0) (26.2)
Net income 61.5 85.9
Attributable to owners of the parent 59.0 81.6
Attributable to non-controlling interests 2.5 4.3


Non-recurring items represented a net expense of €23.5 million Income tax expense was €22.0 million, representing an effective
in 2024, including nearly €17 million in expenses and provisions tax rate of 26.4%, an increase compared to the 2023 rate (23.4%),
related to the adaptation plan and €3 million in expenses related to due to restructuring costs which did not give rise to tax savings.
disposals and acquisitions. The remaining costs of the adaptation Excluding this factor, the effective tax rate would be around 24%.
plan, estimated at €6 million, should be recognized in 2025. In
Income from non-controlling interests essentially included Mersen
2023, the €5.9 million net expense mainly comprised provisions
Yantai (China) and Mersen Galaxy (China), in which Mersen holds
for disputes and other expenses relating to acquisition projects,
a 60% stake. This was down due to the decline in the solar cell
and impairment losses on underused assets.
manufacturing market in China, one of the main markets for these
The net financial expense of €24 million, an increase on 2023, companies.
was due to higher average gross debt (€392 million in 2024 vs.
€314 million in 2023) and higher interest rates on the variable
portion of debt.
80
MANAGEMENT REPORT
CASH FLOW
3
4. CASH FLOW
4.1. Condensed statement of cash flows

(In millions of euros) 2024 2023

Cash generated by operating activities before change in WCR 197.8 201.0
Change in working capital requirement (WCR) 9.1 3.2
Income tax paid (12.9) (25.0)
Net cash generated by operating activities 194.0 179.3
Capital expenditure (204.3) (176.3)
Disposals of assets and other 3.1 1.6
Net cash generated by/(used in) operating activities
after capital expenditure, net of disposals (7.2) 4.5
Investments in intangible and financial assets (12.3) (11.0)
Changes in scope of consolidation (66.4) 2.1
Net cash used in operating and investing activities (85.9) (4.4)


The Group generated very strong cash flow from operating There was accordingly a positive change in working capital
activities of €194 million, up more than 8% compared to last year. requirement of €5.9 million. The WCR ratio remained below 20%,
At the end of October, the Group decided to launch a specific at 19.7%, versus 19.1% in 2023.
inventory reduction plan, which reaped rewards in the fourth Taxes paid amounted to €12.9 million, down sharply on the
quarter of 2024. Inventory was reduced by 5% compared with previous year, mainly due to a decrease in earnings linked to
the end of 2023 (down €14 million), excluding the effect of non-recurring expenses and the use of tax receivables.
exchange rates and changes in the scope of consolidation linked
In 2024, the Group finalized three acquisitions in the United States
to the consolidation of assets and liabilities from acquisitions
for cash consideration of €66 million, plus earn-out payments
made in the year. In addition, prepayments on contracts in the
estimated at €8 million, depending in part on the results of the
SiC semiconductor market increased by more than €10 million.
companies acquired.
These favorable effects were partially offset by substantial bonus
payments in respect of 2023.
81
MANAGEMENT REPORT
CASH FLOW
3
4.2. Investments

In 2024, capital expenditure reached a high point for the Group Investments in intangible assets (€12.3 million) related to the
at €204.3 million. It includes €110 million for the Group’s growth plan to digitize and modernize information systems which began
plan, over €40 million for other growth projects, €40 million for the in 2020 and to the capitalization of certain R&D expenses on the
maintenance, upkeep and modernization of plants and equipment, p-SiC project.
and €10 million for safety and environment.
The Mersen group’s capital expenditure amounted to €176.3 million
Regarding the Group’s growth plan, more than 88% of in 2023, 81% of which was linked to investments outside France.
this expenditure is related to the capacity required for the Almost 54% of this amount (€95 million) related to the growth
semiconductor market, including a proportion that can also be plan presented by the Group in March 2023, corresponding to
used for other markets. The remainder relates to the electric investments to increase graphite and insulation felt production
vehicle market. capacity, the expansion of graphite finishing plants and the
Investments in France (33% of the total) mainly concern the extension of plants serving the electric vehicle market.
development of p-SiC in partnership with Soitec (Gennevilliers) According to the Group’s internal procedure, authorization from the
and the setting up of a dedicated workshop to manufacture Board of Directors is required for any organic growth investment
laminated bus bars for ACC (St Bonnet de Mure). exceeding the annual budget or the Group’s business plan by an
aggregate amount of over €20 million and for any acquisition of
more than €5 million.


(In millions of euros) 2024 2023

Capital expenditure (204.3) (176.3)
Disposals of assets and other 3.1 1.6
Capital expenditure, net of disposals (201.2) (174.7)
Investments in intangible assets (12.3) (11.0)
Changes in scope of consolidation (66.4) 2.1
TOTAL (279.9) (183.7)
82
MANAGEMENT REPORT
STATEMENT OF FINANCIAL POSITION
3
5. STATEMENT OF FINANCIAL POSITION
5.1. Financing policy

The Mersen group has defined a financing policy, which is In 2021, the Group set up a US private placement of
coordinated by the Finance and Administration Department. The USD 60 million maturing in 2031 and €30 million maturing in 2028,
Group has committed credit lines, which have not been drawn payable on maturity, in order to extend the maturity of its debt and
down in their entirety. diversify its funding sources.
Most committed financing facilities are arranged by Mersen SA, In 2022, the Group refinanced in advance its €200 million
which lends via intra-Group loans to its subsidiaries, except in syndicated loan maturing in July 2024 with a new €320 million
the special case of subsidiaries with substantial cash surpluses, multicurrency facility repayable in full in October 2029, following
which lend them to Mersen SA. At the end of 2024, Mersen China the exercise of a second one-year extension option in 2024. It
Holding had lent €102.1 million to Mersen SA. Cash pooling includes a margin indexed to ESG indicators.
systems in Europe, the United States and China also help to
In October 2022 and January 2024, the Group also set up two
optimize use of all the credit lines.
bilateral loans with Bpifrance for a total original amount of €30
In 2016, the Group set up an NEU CP program, whose maximum million, originally maturing in five years and repayable on a
amount was increased to €300 million in 2023, in order to diversify straight-line basis.
its sources of financing.
In March 2024, the Group entered into a second German private
In 2019, the Group finalized a German private placement placement (“Schuldschein”) of €100 million. This private placement
(“Schuldschein”) for €130 million, reduced to €115 million in with European and Asian investors is repayable at maturity and
2022 following an early partial redemption. The notes have a has a maturity of almost six years.
final maturity of 2026. The Group also refinanced its syndicated
The Group also issued a US private placement of around
loan in China, which matured in 2021, with bilateral credit facilities
€190 million in February 2025 (see the section entitled Subsequent
including RMB 50 million maturing in 2026 after activation of an
events).
extension option in 2023.
All the details concerning financing as of December 31, 2024
In 2020, the Group set up an NEU MTN program, whose maximum
are presented in Notes 4 and 15 to the consolidated financial
amount was increased to €300 million in 2023, in order to diversify
statements.
its sources of financing.



5.2. Net debt

Net debt at the end of 2024 stood at €370.3 million, an increase The Group’s financial structure remained solid in 2024, with a
compared to December 31, 2023 (€212.5 million), primarily leverage ratio of 1.82x and a 0.42 gearing ratio.
reflecting the financing of investments and acquisitions as part
of the Group’s growth plan.


Dec. 31, 2024 Dec. 31, 2023

Gearing ratio 0.42 0.25
Leverage ratio 1.82 1.09

The Group is in compliance with all its financial covenants.
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3
5.3. ROCE
The Group recorded return on capital employed (ROCE) of 10.8% in 2024 (13.0% in 2023). This increase reflects the Group’s major
investment cycle, which is expected to pay off in 2028/2029.

Average of the
last three half- Dec. 31, June 30, Dec. 31,
In millions of euros year periods 2024 2024 2023

Goodwill 272.5 298.1 261.9 257.7
Other intangible assets 56.9 66.2 53.8 50.7
Land 33.0 40.0 30.4 28.6
Buildings 124.6 152.8 117.5 103.6
Machinery, equipment and other tangible assets 290.9 327.8 264.3 280.5
Property, plant and equipment in progress 199.3 228.7 220.1 149.2
Equity interests 2.6 2.7 2.5 2.6
Other financial assets 3.6 3.5 3.5 3.7
Long-term portion of current tax assets 6.5 6.7 6.8 5.9
Inventories 310.6 307.8 324.7 299.2
Trade receivables 180.2 176.7 195.0 168.8
Contract assets 3.3 1.9 4.8 3.2
Other operating receivables 27.8 27.0 28.9 27.5
Short-term portion of current tax assets 8.1 4.5 7.7 12.0
Current derivatives 2.8 1.4 3.0 4.1
CAPITAL EMPLOYED – ASSETS (A) 1,522.7 1,645.7 1,524.8 1,397.5
Trade payables 85.4 80.9 91.6 83.8
Contract liabilities 67.9 68.8 70.7 64.2
Other operating payables 119.8 118.9 119.9 120.6
Short-term portion of current tax liabilities 4.8 4.6 5.6 4.3
Miscellaneous liabilities 27.2 21.2 48.8 11.7
Current derivatives 4.3 9.9 1.6 1.4
CAPITAL EMPLOYED – LIABILITIES (B) 309.5 304.3 338.3 286.0
CAPITAL EMPLOYED ((C) = (A) – (B)) 1,213.1 1,341.4 1,186.5 1,111.5
Operating income before non-recurring items (D) 131.1
ROCE = (D) / (C) 10.8%




6. SUBSEQUENT EVENTS
As part of its growth plan and in order to refinance its 2025-2026 statements for the year ended December 31, 2024 and concern
loan maturities, on February 4, 2025 Mersen took out a second events occurring before March 12, 2025, the date on which the
US private placement for USD 100 million, maturing in 2035, and financial statements will be adopted by the Board of Directors.
€90 million, maturing in 2032, redeemable at maturity, with a pool As of the date of this Universal Registration Document, the
of North American investors. The funds will become available in Company is not aware of any other significant change in the
April 2025. Group’s financial performance or financial position that occurred
Significant events occurring between the end of the 2024 financial between December 31, 2024 and the date of this Universal
year and the date on which this Universal Registration Document Registration Document.
was filed are described in Note 28 to the consolidated financial
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2025 GUIDANCE
3
7. 2025 GUIDANCE
Mersen believes that 2025 will be a year of transition due to a ■ lower sales in chemicals after a record year in 2024;
temporary slowdown in the electric vehicle and SiC semiconductor
■ growth depending on macro-economic trends for process
markets, which has led it to push back its medium-term targets
industries.
communicated in March 2023 by two years, from 2027 to 2029.
To adapt to this year of transition, the Group will continue to
For 2025, the Group has the following expectations of its
implement its cost and inventory adaptation plan.
medium-term growth markets:
Consequently, in 2025, the Group is aiming for:
■ a temporary slowdown in the solar market at the beginning of
the year, following on from the trend at the end of 2024; ■ reported sales to remain stable or increase compared with
2024, based on EUR/USD exchange rates of 1.05 and EUR/
■ a significant drop in the silicon carbide (SiC) semiconductors
RMB exchange rates of 7.65, representing organic growth of
market, impacted by a three-year lag in demand. Mersen is
between -5% and 0;
renegotiating contracts with its customers with the aim of
adjusting its production rate over the next three years; ■ EBITDA margin before non-recurring items of between 16%
and 16.5% of sales;
■ dynamic growth in the silicon semiconductor market after a
sluggish 2024; ■ operating margin before non-recurring items of between 9 and
9.5% of sales, reflecting a significant increase in depreciation
■ moderate growth in the electric vehicle market.
and amortization;
In its other markets, the Group expects to see: ■ capital expenditure of between €160 million and €170 million,
■ growth in the rail market; including €15 million pushed back from the end of 2024.
■ continued brisk business growth in aeronautics;




8. DIVIDEND
At the Annual General Meeting to be held on May 16, 2025, of around €22 million. The dividend would correspond to 37% of
the Board of Directors will recommend the payment of a net income attributable to owners of the parent, or 30% of net
€0.90 cash dividend per share. This would represent a total payout result restated for restructuring costs, in line with Group policy.
85
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INTERNAL CONTROL
3
9. INTERNAL CONTROL
9.1. Definition of internal control

At Mersen, internal control is a process implemented by all Mersen’s definition of internal control is similar to that used
employees, under the leadership of the Executive Committee, to in the international framework laid down by the Committee of
run the Group rigorously and effectively. Sponsoring Organizations of the Treadway Commission (COSO),
Mersen’s internal control aims to achieve the following objectives: whose conclusions were published in 1992 in the United States
and are available at www.coso.org. The COSO framework, which
■ compliance with the policies defined by the Group, and with was revised in 2013, advocates the extension of internal controls
the legislation and regulations in force; to non-financial functions, as well as careful monitoring of the
■ smooth operation of internal processes and notably those work by the Audit and Accounts Committee. Mersen evaluated
helping to protect its assets; its current organization with regard to this framework. The
review showed that all Mersen group internal control practices
■ prevention of fraud and errors; comply with the framework. However, the current control system
■ accurate and complete financial information. cannot provide absolute assurance that all risks are completely
eliminated. The Group also takes into account the reference
framework published by the French Financial Markets Authority
(Autorité des marchés financiers – AMF) governing the general
principles of internal control.
In addition, in 2025 Mersen will identify potential areas in which
to adapt its internal control as a result of applying the European
Corporate Sustainability Reporting Directive (CSRD).



9.2. Internal control participants
With a manufacturing base spanning more than 30 countries on ■ reviewing the financial statements and ensuring the
five continents, the Mersen group monitors the effectiveness of appropriateness and ongoing consistency of the accounting
its internal control framework by means of the following: methods used to prepare the financial statements;
■ ensuring the efficiency of the internal control and financial and
9.2.1. Board of Directors and Audit and non-financial risk management systems by:
Accounts Committee • validating the annual internal audit program and ensuring that
From a corporate governance perspective, Mersen has opted for the efficiency of internal control systems is monitored and
an organization guaranteeing separation and balance between that the recommendations made by the Statutory Auditors
powers. The executive and management powers exercised by the and internal audit teams are implemented,
Chief Executive Officer, supported by the Executive Committee, • monitoring progress on work in the management of financial,
are kept clearly separate from the control duties exercised by the legal, operational, social and environmental risk and the
Board of Directors. related measures taken;
As part of its control duties, Mersen’s Board of Directors has set ■ overseeing the audit of the annual and consolidated financial
up an Audit and Accounts Committee, the composition, number of statements by the Statutory Auditors;
meetings and main duties of which are described in the “Corporate
governance” section of this document. It supervises internal ■ ensuring that the Statutory Auditors and the Sustainability
control and is notably responsible for: Auditor are independent.

■ monitoring the process used to prepare financial and Internal audit work is presented to the Audit and Accounts
non-financial information by assessing the financial and Committee once a year.
non-financial documents (Sustainability Report) published by
the Company and ensuring that a sufficiently well organized 9.2.2. Executive Committee
process is in place for the preparation of this information; Mersen’s Executive Committee oversees the Group’s internal
control. The composition, operation, powers and responsibilities
of the Executive Committee are described in chapter 2 of this
document.
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INTERNAL CONTROL
3
9.2.3. Internal Control and Audit • information systems,
Department • customs and other indirect taxes,
Responsibilities • direct taxes,
The Group’s Internal Control and Audit Department is responsible • legal affairs;
for leading the Group’s internal control program and overseeing
■ the fundamental internal controls to be implemented to ensure
the proper implementation of the internal control handbook. It
the reliability of the accounting and reporting systems and
also coordinates the networks and organization of corporate and
financial statements with regard to the following objectives:
cross audits across the Group.
• safeguarding assets,
Its main responsibilities are:
• compiling an exhaustive record of accounting transactions,
■ analyzing the effectiveness of internal control and verifying the
proper application of the action plans implemented following the • making sure transactions are accurately reflected,
audits conducted at certain sites in previous years; • complying with the dates on which transactions are recorded,
■ ensuring the effective implementation of action plans at the • correctly valuing assets and liabilities,
sites that were audited in the previous year and at which
internal control was not deemed to be satisfactory; • confidentiality;

■ disseminating a culture of internal control across the Group’s ■ controls to ensure that the ethics and compliance policy
various sites through awareness-raising and training initiatives. is effectively implemented and respected, with particular
emphasis on the following points:
Governance
• compliance with embargoes,
The Internal Control and Audit Department always uses a
specialized external firm to ensure the quality and independence • export controls and compliance with OFAC regulations,
of the audit program and to facilitate continuous improvement. In • gifts, invitations and donations,
some cases, a consulting firm may also be appointed to perform
• ethics and anti-corruption training,
audits requiring specific expertise.
• conflicts of interest.
The Internal Control and Audit Department reports to the Risk,
Audit and Compliance Department and presents its work to ■ An update of the internal control handbook is scheduled in
the Audit and Accounts Committee and the Statutory Auditors. 2025 to include controls regarding compliance with the CSR
The Executive Committee also receives regular updates on the policy and the proper application of the non-financial indicators
Group’s internal control activities. required by the CSRD.
Prior to an audit by the Internal Control and Audit Department, Cross audits
sites perform a self-assessment of their internal control system. Aside from the corporate audits conducted by the Internal Control
These assessments are reviewed by the internal audit team to and Audit Department, the Group has conducted cross audits for
help correct certain differences in judgment and to enhance the many years in order to strengthen the internal control systems and
culture of internal control within the units. culture. After adequate training, these audits are performed by the
Internal control handbook Group’s operational and functional staff, or guest auditors, from
each major geographical area (Asia, Europe and the Americas).
Mersen has circulated an internal control handbook to all of
its subsidiaries. The document, which was updated in 2023, is The cross audit program is determined by the Group’s Internal
available online on Mersen’s intranet site. It encompasses all the Control and Audit Department. These audits help to check on
internal control procedures applicable to every Group unit and internal control fundamentals every year, as well as to ensure that
covers the following points: action plans drawn up during previous audits have actually been
implemented. They also make it possible to more easily integrate
■ a description of the background, objectives and resources
some of the acquired companies and gradually bring them to the
used in internal control; a description of the internal control
required level of internal control.
organization and reference to the internal control framework
adopted by the Group; This program provides for an exchange of best practices and
helps to instill the internal control culture as widely as possible.
■ a list of all the fundamental internal controls to be implemented
to ensure the efficient operation of the main business processes, Aside from the action plans and tools described in this report,
including: each year the Group requires that all plant managers and financial
officers provide a formal written statement affirming that the main
• sales/customers,
points of internal control are applied properly at their plant.
• purchases/suppliers,
Within the Group’s subsidiaries, each site manager is responsible
• inventories, for implementing the internal control policy defined by the Group.
• human resources management,
• investments/fixed assets,
• quality,
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3
9.2.4. Support functions 9.2.4.3. Human Resources Department
Internal control of human resources management is structured
9.2.4.1. Information Systems Department around the following aspects:
The Information Systems Department is responsible for overseeing ■ management reviews providing a regular update on all the
information systems security, specifically: Group’s managers to enhance their career opportunities and
■ ensuring the security of the IT systems and protecting data identify the Group’s key men and women;
confidentiality; ■ annual individual reviews that enable unit managers to assess
■ ensuring the security of IT infrastructure and applications to the performance of their employees and set targets for the
ensure business continuity. following year together with them;
In addition, the Group is currently deploying the BuZIT project, ■ forward planning of human resources, notably succession
which aims to centralize most infrastructure and use a Group planning for senior managers;
Core Model in the subsidiaries. This new Core Model uses unified ■ monthly updates presented by the Human Resources
tools, data, directories and processes to enable better monitoring Department to the Executive Committee.
of information systems and rapid software updates.
Lastly, individual and/or collective performance-related bonuses
An Information Systems Security Manager reports on a dotted- are calculated using clearly defined rules.
line basis to the Risk, Audit and Compliance Department. Their
role is to: 9.2.4.4. Operational Excellence Department
■ verify that the information systems security policy is The Operational Excellence Department is tasked with improving
implemented properly; the Group’s operational performance by introducing tools for
■ lead the information systems’ network of correspondents on analysis and continuous improvement at the Group’s sites. It also
all aspects of security; seeks to develop a “lean” culture within all of the Group’s units.

■ propose analysis and improvement tools for optimum control It relies on certain operational indicators, such as service
of the existing systems; level, non-quality level, safety and inventory turnover, which
are monitored at all Group sites. It implements and verifies the
■ develop an information systems security culture. implementation of the plan in place at all sites for improving
The Information Systems Security Department audited 22 sites competitiveness. These projects, which are included in the budget,
in 2024. are reviewed at regular intervals and their financial contribution
is assessed monthly.
The Information Systems Security Manager regularly meets with
the Head of the Risk and Compliance Department, the Chief
Financial Officer and the Group Chief Information Officer to review
9.2.4.5. Risk and Compliance Department
the security of the Group’s information systems. In addition, an The Risk and Compliance Department is tasked with (i) identifying
update on cybersecurity is presented once a year to the Audit and assessing any risks of non-compliance with laws or regulations
and Accounts Committee. that would damage the image, culture or financial stability of the
Group; (ii) implementing appropriate procedures and processes
9.2.4.2. Management control to minimize such risks; (iii) informing and raising the awareness
and strategic planning of Group employees of the main risks.
A Strategic Plan determining the priorities for coming years, a It reports on a dotted-line basis to the Chief Executive Officer and
quantified business plan and the challenges, particularly industrial the Ethics and Compliance Committee.
and human are prepared every year and presented to the Board In addition, compliance controls have been formally set out in
of Directors. the Group’s internal control handbook to strengthen them and
The budgeting process is carried out once a year. The budget ensure that they are systematically applied during internal audits.
is submitted to the Executive Committee for approval and then Other specific committees have also been set up, covering, for
ratified by the Board of Directors. example, insider information (the MAR Committee) and health,
Forecasts for the Group’s activity and its main financial aggregates safety and the environment (the HSE Committee).
for the current year are defined every quarter. This process allows
adjustments to be made for trend reversals and helps to speed up
the decision-making process for any remedial measures required.
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INTERNAL CONTROL
3
9.3. Accounting and financial internal control

9.3.1. General organization Each Group entity produces monthly accounts and a standardized
consolidation package by the deadline set by the Group. When
The Group’s Finance and Administration Department is
this data is reported using Group-wide consolidation software,
responsible for accounting and financial internal control. Its role
consistency checks are applied at each stage of the data gathering
is to produce and ensure the quality of the financial statements
and processing process. The purpose of these checks is to:
and management accounts, with the support of each business’
Finance Department, which in turn liaise with the Finance ■ ensure the Group’s standards are correctly applied;
Department of each site. This organization allows targets to be ■ ensure that intra-group transactions are correctly validated and
set and accounting and financial information to be collected and eliminated;
analyzed at different levels of the organization.
■ ensure that consolidation adjustments are made.

9.3.2. Preparation of accounting
9.3.3. Treasury and financing
and financial information
The Treasury and Financing Department manages the Group’s
The Finance and Administration Department has prepared and
treasury on a centralized basis. To control risks, the Group has
distributed a handbook of accounting and consolidation principles
procedures in place specifically to manage exchange rate,
to all subsidiaries. This handbook contains the accounting
commodity and customer risks, the issuance of guarantees, and
principles applicable to every Group unit, as well as a description
the management of cash pooling and netting processes.
of the process for closing the accounts. It also contains the
timetable for the various accounting closes, as well as a list of the The Group has pursued a major drive to develop its cash
information to be reported as part of the consolidation procedure. management culture, mainly at manager level.
It lays down the rules that need to be followed by the consolidated During years in which the department is not audited by an external
sub-groups. This document is available on Mersen’s intranet site. firm, it must use a Group tool to carry out a self-assessment of
The handbook is updated in line with external changes in its various procedures. This self-assessment is controlled by the
accounting standards in collaboration with the Statutory Auditors, Group’s Internal Audit Department.
who validate the changes made with the Group’s Finance and
Administration Department.



9.4. Approach adopted in 2024 and 2025 action plan for internal control

The Internal Control and Audit Department carried out 22 audits ■ the implementation of back-up solutions in Finance to ensure
worldwide in 2024. business continuity for periodic financial reporting in the event
of force majeure.
The results of the audits were good overall and the level of internal
control was stable, with satisfactory or very satisfactory levels at Lastly, an audit was carried out on the implementation of internal
the audited units, with the exception of one site in Europe, which controls on the new IT Core Model.
will undergo a control audit in 2025. For 2025, the Internal Control and Audit Department has set itself
In addition, at the request of the Executive Committee, the Internal the following objectives (beyond corporate and cross-functional
Control and Audit Department carried out three cross-functional audits):
audits to assess whether Group policies had been complied ■ Update the internal control handbook to include controls
with and rolled out in accordance with the procedures set by the relating to the CSRD;
Group’s support functions. These cross-functional audits covered:
■ Improve Internal Audit’s non-financial auditing skills. For
■ contractual agreements and payments to business
this purpose, several auditors will take part in CSRD audits
intermediaries (agents, distributors);
conducted by the Sustainability Auditor.
■ the maturity of the GDPR procedures at French sites;
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MANAGEMENT REPORT
RISK FACTORS
3
10. RISK FACTORS
10.1. Governance and risk reporting

Since 2001, Mersen has mapped the Group’s risks, summarizing priority. They are ranked in descending order of importance, as
them in relation to their materiality, the probability of their of the date of this document, according to their negative impact
occurrence and the related risk management measures. The risk and the probability of their occurrence, after taking into account
mapping is updated each year, approved by the Group’s Executive the risk management measures implemented by the Company.
Committee and presented to the Audit and Accounts Committee, The risk factors that the Company deems to be most material at
which draws up a summary for the Board of Directors. Every the reporting date are indicated by an asterisk (*). Some themes
three years, the Group reviews this mapping in greater depth have been grouped together to be able to clearly visualize the
based on interviews with Group managers and directors, and issues involved. For each risk, the description below includes the
with assistance from an outside firm. Each risk is monitored by a measures implemented to limit the probability of its occurrence
member of the Executive Committee. This organization illustrates and/or to mitigate its impact.
the Group’s close involvement in risk management. The Risk and
The risks presented below are, as of the date of this Universal
Compliance Department presents an interim review of all action
Registration Document, those which the Group believes could
plans to the Executive Committee.
have a material adverse effect on its business, results, prospects
The three-yearly update to the risk map was carried out in 2024. or reputation. The list of these risks is not exhaustive, however,
A review was carried out to ensure the map was consistent with and other risks, unknown or deemed to have a minor impact as
the Corporate Sustainability Reporting Directive (CSRD) double at the date of this document, could arise and have an adverse
materiality matrix. effect on the Group’s business.
In accordance with Regulation (EU) No. 2017/1129 of the The Mersen group deploys preventive measures adapted to each
European Parliament and of the Council of June 14, 2017, known type of risk and has taken out a number of insurance policies to
as “Prospectus 3”, and the ESMA Guidelines published in October limit its risk exposure (see the section on insurance below).
2019, the risks within each category are managed in order of



10.2. Risk map

Risk related to our expansion
High 4 in the SiC market
Risks related to our expansion
in the electric vehicle market Geopolitical and
Reduced financial flexibility macroeconomic instability
Delayed rollout of environmental
and climate policy Product Quality,
Safety and Regulation
Dependence on certain production sites
and/or certain suppliers
Medium 3
Major disputes and non-compliance issues Competitive pressure and lower profitability
in certain product lines
Impact of risk




Difficulty attracting Risks related to ineffective management
and retaining experts of technological development

Human capital shortages
Ineffective integration of newly for the 2027 growth plan
IT systems
acquired companies
failure and
cyberattacks
Moderate 2




Low 1
1 2 Probability 3 4
Low Moderate Medium High


Risks related Legal and Industrial and
to operations regulatory risks environmental risks
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3
PRIORITIZATION OF RISKS AND CHANGES VERSUS 2023
Trend vs. 2023
Probability Impact

Risks related to operations Geopolitical and macroeconomic instability* ++ +
Risks related to our strategy to penetrate the electric vehicle market* + =
Product Quality, Safety and Regulation* = +
Risks related to our expansion in the SiC market* + =
Risk related to reduced financial flexibility*
Dependence on certain production sites and/or certain suppliers* - =
Competitive pressure and lower profitability in certain product lines* ++ ++
Risks related to ineffective management of technological development - =
Difficulty attracting and retaining experts - =
IT systems failure and cyberattacks = =
Ineffective integration of newly acquired companies = =
Human capital shortages for the growth plan = =
Industrial and Delayed rollout of environmental and climate policy = ++
environmental risks
Legal and Major disputes and non-compliance issues = =
regulatory risks
* Risks considered to be the most significant
+: increase in risk
-: decrease in risk


MAIN CHANGES IN THE RISK MAP VERSUS 2023

Increasing risks (in terms of impact and/or probability) ■ Competitive pressure and lower profitability in certain product
■ Geopolitical and macroeconomic instability: the probability lines: a number of markets slowed down in 2024, including
of occurrence and impact have increased due to the rise in the North American electrical distribution market and the solar
geopolitical tensions between the United States and China market in China, despite the Group’s high margins in these
and regional tensions in Europe and the Middle East which markets. A prolonged slowdown could weigh on the Group’s
could have an impact on the Group’s business and/or that of profitability.
its customers and suppliers. ■ Delayed rollout of environmental and climate policy: the impact
■ Risks related to our strategy to penetrate the electric vehicle of this risk has been revised upwards. The Group is not yet in
market: the probability of this risk is higher than in 2023, due a position to calculate all of its greenhouse gas emissions, in
to (i) the slowdown of the global electric vehicle market, (ii) the particular those linked to product use and end-of-life.
significant market share won by Chinese carmakers that is not Decreasing risks (in terms of impact and/or probability)
accessible to Mersen, and (iii) the lasting viability of battery ■ Dependence on certain production sites and/or certain
manufacturers in Europe still not having been proven, primarily suppliers: this risk has been reassessed downwards, mainly
ACC, which represents a significant contract for Mersen. The because of ongoing qualification plans to identify alternative
Group pushed its sales targets in this market back by three sources of strategic materials.
years in December 2024, but recovery may take longer than
this. ■ Risks related to ineffective management of technological
development: the impact of this risk has been revised
■ Product Quality, Safety and Regulation: this risk has been downwards, due to technical advances in various different
revised upwards, as safety, quality and regulatory constraints fields, in particular improved yields for the p-SiC project.
impacting the Group’s products (REACH, RoHS, WEEE) are
becoming increasingly complex. They could have a negative ■ Difficulty attracting and retaining experts: the Group has
impact on the Group’s business if they are not taken into improved its recruitment practices by increasing the number
account in the technical advancement of its products, both in of recruiters, launching a new training module for recruiters
traditional and new markets. and rolling out its employer brand. In addition, tension on the
job market is lower than in the last two years.
■ Risks related to our expansion in the SiC market: the slowdown
of the electric vehicle market is having an unfavorable impact The 2024 risk map includes a new risk, “Reduction in the Group’s
on the SiC semiconductor market, with slower growth and a financial flexibility”. This new risk is linked to slower growth in
build-up of inventories in the value chain. The Group pushed its the electric vehicle and SiC markets, despite the Group’s major
sales targets in this market back by three years in December investments and the three acquisitions completed in 2024.
2024, but recovery may take longer than this.
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3
10.3. Risks related to operations

The risk factors that the Company deems to be most material at The potential negative impacts for the Group are:
the reporting date are indicated by an asterisk (*). ■ a sales decline stemming from a global recession, or at least
a stoppage of certain capital expenditure projects, which could
10.3.1. Geopolitical and macroeconomic significantly impact profitability as several Group activities are
instability* sensitive to volume effects;
■ in the event of a threat of international sanctions against a
Description of risk country, it may become difficult to continue operating some
Mersen is present in more than 30 countries worldwide and serves businesses with high technological content in countries such
many different end-markets. The international scope of the Group’s as China. This would have an unfavorable effect on Group
business exposes it to the direct and indirect consequences of sales, profitability and share price;
geopolitical or macroeconomic developments or crises such as ■ a sharp drop in Mersen’s share price, as the Group is still
trade conflicts, embargoes, changing customs regulations, armed perceived as cyclical and dependent on the economic
conflicts, health crises and epidemics or pandemics. environment;
The Group is exposed to the geopolitical situation of certain ■ in the event of persistent inflation, margins may be eroded if
countries and regions, in Mexico and Tunisia, for instance, where the Group is unable to pass on this inflation in its selling prices.
it has large plants for the Electrical Power segment, and in Asia, Wage inflation may also lead to labor unrest that could impact
where it has nine manufacturing sites in China and generates business if the Group is unable to grant the wage increases
around 24% of its total sales. expected by employees;
The Group is also exposed to industrial GDP growth rates, ■ major restructuring costs or impairment losses in the event of
particularly for process industries (which account for roughly 33% a prolonged economic downturn;
of its total sales) and/or in some countries, including the United
States, China, Germany and France, which together account for ■ lower profitability due to higher customs duties if the economic
64% of its total sales. environment prevents increases in these duties from being
passed on at least partially in selling prices;
The Group is also sensitive to inflation, especially wage inflation
(salaries represent approximately 30% of Group sales) and ■ possible restriction of available cash, particularly from China.
inflation on some raw materials and components. Although energy
costs represent only about 5% of Group sales, they may impact Risk management
the profitability and competitiveness of certain businesses in the The Group operates in forward-looking growth markets, particularly
Advanced Materials segment in Europe if an increase such as in sustainable development markets, which account for around
that observed in 2022-2023 were to reoccur. 55% of consolidated sales (see the sustainability chapter of this
In addition, if tensions between China and the United States document). This is helping it to reduce its dependence on process
continue to deteriorate, this could have a negative impact on our industries, which are more sensitive to changes in the economic
operations in China, particularly solar cell manufacturing. environment.

Most of the Group’s borrowings are borne by the parent company. The Group has put procedures in place to regularly assess the
In addition, the Group borrows some of its financial resources need for price increases and their impact on the profitability of its
(cash) from its Chinese subsidiaries. Restrictions on borrowing various businesses. Mersen’s high market share, the technological
and/or lending (including tax) between the parent company and component of its products and its close customer relationships are
its subsidiaries could reduce available cash in certain regions. factors that make it easier to pass on inflation in selling prices.
The average price increase in 2024 was over 2%.
Lastly, although most sites have a local production model, some
produce semi-products or components used by plants located The gradual rollout of benefit policies throughout the Group (e.g.,
in other countries. These intra-group transactions are sensitive profit sharing, minimum vacation entitlement, top-up pensions and
to trade barriers in view of today’s increasingly protectionist supplementary healthcare programs, or guaranteed minimum
geopolitical context. The Group’s fuses produced in Mexico for death benefits) may help mitigate inflation-related labor unrest.
the North American market could therefore be subject to customs The diversity of the Group’s markets as well as its geographical
duties. However, its main competitors in this market, who also presence gave have enabled it in the past to show good resilience
have production sites in Mexico, would be in the same situation. to both the health crisis and the international crisis related to
the Russia-Ukraine conflict thanks to its diverse markets and
geographic footprint.
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Since 2021, the Group has been treading carefully in sensitive The potential negative impacts for the Group are:
geographies such as China, limiting both its capital investment ■ restriction of the Group’s development potential in this market
and new acquisitions in this country. However, although the compared to its forecasts, with a highly unfavorable impact on
Group factors geopolitical tensions into its investment decisions, Group sales and profit margins;
it does not rule out capital investments or acquisitions in risky
geographies on a case-by-case basis if the investments were ■ a significant reduction in ACC’s bus bar orders, reducing
particularly relevant to its strategy. the profitability of investments made or earmarked for this
customer;

10.3.2. Risks related to our strategy ■ more intense price pressure in this market, which could
squeeze the Group’s profit margins over the long term;
to penetrate the electric vehicle
market* ■ heightened risks of customer disputes (non-compliance,
delivery delays, product recalls, etc.);
Description of risk ■ damage to the Group’s image in the event of a major product
For Mersen, the electric vehicle market represents an important defect.
growth driver in an automotive sector that is complex and
demanding in terms of both risks and opportunities. This is a Risk management
new and highly demanding market for the Group, both in terms The Group has set up a dedicated internal “Electric Vehicles
of product quality and reliability and supply chain responsiveness. Committee” chaired by the Group CEO and tasked with (i)
The Group has been pursuing technical and commercial tracking developments in this market and Mersen’s technical
developments in this field for several years. A large number of and commercial positioning, (ii) identifying the risks associated
people with extensive experience in the automotive sector have with this market and drawing up appropriate action plans, and (iii)
reinforced the Group’s skillset. Mersen is now entering a key drawing up and monitoring the implementation of a formal strategy
production phase and entered into a contract with ACC in 2023 for the market. A product line with a dedicated organization has
that required capital expenditure and additional recruitment. been set up to better structure the activity, improve reactivity and
boost the Group’s visibility in this area.
In 2024, the Group achieved sales of €30 million in this market.
Between 2023 and 2029, the Group forecasts average annual The Group has continued to strengthen its teams dedicated to
growth of around 30% thanks to its two product lines, fuses the electric vehicle market in order to enhance automotive culture
and bus bars. It has invested in an automated workshop for the throughout the Group. It has also obtained IATF certification for
manufacture of bus bars in France. a second site located in Angers, France. The Group has decided
to consolidate its fuse production at the Songjiang site in China
The Group cannot guarantee that it will be able to meet the in order to benefit from economies of scale.
demands of this market, particularly in terms of price or quality
and/or expected product technical specifications. Its technical With the exception of the first automatic prototype lines, the Group
positioning (e.g., in fuses or bus bars), production facilities or can make investments in some of the equipment as and when
supply chain may not meet the expectations of sector-based required by customers.
players (especially in terms of flexibility and responsiveness). The establishment of partnerships with specialists in the
As part of the CSRD double materiality assessment, a material automotive sector helps to reduce risk and enables the Group
risk was identified for the end-users of our products: the risk to make faster progress in acquiring an automotive culture. The
related to safety or security defects in our products. This risk agreement with ACC is an opportunity for the Group to showcase
specifically concerns our fuses for the electric vehicle market. a quality benchmark in the bus bars for battery market.

In addition, the update of Mersen’s roadmap in December 2024 The Group’s positioning in the electric vehicle market is regularly
showed that penetrating this market may require more of the presented to the Board of Directors.
Group’s resources and time than initially anticipated.
In addition to the slowdown in growth prospects, the electric 10.3.3. Product quality, safety
vehicle market is experiencing major upheavals whose evolution and regulation*
and impact are difficult to measure, such as overcapacity and
strong competition from Chinese carmakers on the European Description of risk
market (leading to reduced accessibility for Mersen’s products) Mersen is a recognized expert and leader in two main areas:
and political figures (Europe, the United States) and certain advanced materials and electrical specialties. It mainly develops
players in the automotive sector advocating for a loosening of innovative customized solutions of a quality that its customers
pollution regulations for non-electric vehicles. have come to expect. Certain products may fail to meet customer
Finally, the lasting viability of battery manufacturers in Europe specifications or deadlines.
(such as ACC) has still not yet been demonstrated, as these new One of the technical challenges is to keep pace with constantly
plants are still in the start-up phase with complex manufacturing changing regulatory constraints, in an increasingly complex
processes that need to be fine-tuned. international context. This is particularly true of the WEEE, RoHS
and REACH regulations to which some of the Group’s product
lines are subject.
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Failure to comply with regulatory requirements could result in In particular, the Group is likely to encounter administrative and
customer claims, penalties, fines and an impact on the Group’s operational difficulties in implementing this technology, which
liability. could result in additional costs.
The potential negative impacts on the Group are: All of these investments (some of which have been made or
■ dissatisfied customers and loss of markets; earmarked), whether for the expansion of existing plants or the
acquisition of new equipment, could exceed €200 million by 2026.
■ possibility of major legal disputes (product recall, delayed
deliveries that could result in stoppages at our customers’ The expected average annual growth in sales in 2023-2029 would
sites, late penalty fees); be more than 15%. However, the Group may fail to position its
products (in terms of technical features or costs) to meet customer
■ damage to the Group’s image; expectations and/or its contractual obligations within a sufficiently
■ potentially significant financial consequences; short timeframe, thereby limiting its ability to benefit from market
growth or resulting in slack capacity.
■ convicted legal entities, legal representatives and delegated
persons. In this nascent market, balancing supply and demand may prove
complex. On the demand side, forecast customer activity, which
The material risk related to safety or security defects in our is already delayed compared to initial expectations, may turn out
products for electric vehicles has been assessed in accordance to be behind schedule or lower than expected as it is contingent
with the CSRD (see section 10.3.2). on the take-up rate of SiC semiconductors in electric vehicles and
on the growth in electric vehicle sales. Consequently, the Group
Risk management may not achieve its objectives or expected success in this market.
Several years ago, the Group put in place an Operational
Lastly, the rapid development of cost-competitive Chinese players
Excellence Department that has in turn devised a continuous
in the SiC market could have a negative impact on our customers’
improvement program based around five objectives: safety,
activities.
quality, logistics, cost and team commitment. This is rounded out
by quality management and dispute prevention tools. In addition, The potential negative impacts for the Group are:
the management of safety, quality and regulatory requirements ■ unfavorable impact on Group sales, return on investment
impacting our products (REACH, RoHS, WEEE) in both traditional and profitability in the event of poor product positioning,
and new markets (electric vehicles and SiC) is being strengthened failure to produce within the required timeframe, or contract
to comply with these sector-specific standards and requirements. renegociation;
The Group has also strengthened its teams with specialists in the ■ too much capital investment in relation to current and/or
automotive field, particularly in terms of quality expertise. future demand, dragging down margins and return on Group
investments for a number of years;
10.3.4. Risks related to our expansion ■ operational losses due to insufficient yields and/or the cost of
in the SiC market* developing p-SiC to meet expected technical specifications
and prices;
Description of risk
■ partial impairment of assets on the p-SiC project due to
A new type of “SiC semiconductor” is being adopted in certain dedicated investments in this technology;
markets such as the electric vehicle market. Growth in this market
is therefore mainly linked to developments in electric vehicles ■ no Group presence with a major – or emerging – player in the
over the next few years. SiC market, limiting the Group’s development in this market;

Manufacturing technology for these semiconductors is complex, ■ significant penalties for failure to comply with contractual
constantly changing and requires high quality materials, notably agreements or deterioration of commercial relations (see legal
insulating felt and graphite produced by Mersen, with technical and regulatory risks);
features that can also change very quickly. ■ unfavorable impact on share price if the Group does not
In 2024, the Group generated around €100 million in sales in achieve its objectives in this market.
this market and continued to invest in order to meet the demand
expressed by its customers in early 2023. In March 2023, it Risk management
announced that it had signed a major contract with Wolfspeed The Group has strong technical expertise in the materials used in
that will lead to capital expenditure of USD 120 million. the SiC semiconductor market and maintains this edge through
its sustained technology watch.
It has also entered into a partnership with Soitec to develop an
alternative technology (known as p-SiC) which requires significant The Group has also negotiated contracts with binding clauses
investments. It could take longer than Mersen initially expected with a number of players in the semiconductor market. This
to develop this new technology and the process could generate allows Mersen to potentially renegotiate these contracts under
significant development costs. good conditions, should market conditions make this necessary.
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The SiC semiconductor market together with related commercial In addition, the Group aims to achieve the following financial
and technical developments are tracked on a month-by-month objectives by 2029, which should allow it to maintain its financial
basis by the Chief Executive Officer and monitored regularly by flexibility and deal with its debt:
the Board of Directors. ■ sales of around €1.7 billion;
■ operating margin before non-recurring items of 12% of sales,
10.3.5. Reduction in the Group’s which may vary by +/-50 basis points;
financial flexibility* ■ EBITDA margin before non-recurring items of 19% of sales,
which may vary by +/-50 basis points;
Description of risk
The Group’s debt increased in 2024 due to major investments and ■ ROCE of 13%, which may vary by +/-50 basis points.
the acquisition of three companies in North America. Its debt could Lastly, the Group has decided to keep its investments in 2024 and
rise further over the next few years as a result of the investment 2025 lower than the amount initially planned in 2023.
plan undertaken against a backdrop of deteriorating growth,
particularly in the electric vehicle and SiC markets, compared
with the estimates initially made when these investments were 10.3.6. Dependence on certain
planned. production sites
The Group’s financial structure was in line with its leverage policy and/or certain suppliers*
(net debt to EBITDA before non-recurring items) at the end of
December 2024, with a ratio of 1.8. This ratio could deteriorate and Description of risk
remain at a high level if the Group were faced with an economic When the Advanced Materials segment manufactures graphite
slowdown, potentially for a period of several years, which would products, it first prepares the raw material and then makes
limit the Group’s financial flexibility. graphite blocks, which are subsequently processed and machined.
The manufacture of these blocks, and some of the processing
At December 31, 2024, the Group’s net debt stood at
operations involved, require heavy and/or complex machines that
€369 million. As part of its financing agreements, however, the
cannot be easily installed in more than a certain number of sites.
Group is required to meet certain deadlines in order to maintain
The production sites for these blocks are based in China and the
sufficiently large available lines of credit to finance its 2029 growth
United States. Complex transformation sites are also located in
plan and maintain its financial flexibility. At December 31, 2024,
those countries, as well as in South Korea, Germany and France.
undrawn committed credit lines amounted to €265 million and the
In addition, there are unique production sites in France and the
cash position was positive, at €50 million.
United Kingdom.
The Group’s ability to raise additional funding in the longer term
Some products manufactured by the Electrical Power segment
will depend on financial, economic and business conditions, as
require a large amount of labor to produce high volumes at a
well as other factors over which it has no or only limited control
reasonable cost. The segment’s facilities for making those
as they are dependent on external factors.
products are therefore concentrated in a small number of plants
The potential impacts of a lack of timely financing or of financing in China, Hungary and Mexico. This means that the Group is
on less favorable terms for the Group are: highly dependent on those plants for the manufacture of certain
■ non-completion of projects (acquisitions, investments, etc.) that products. There may also be unique production sites and skills
are important for the Group’s development; centers in the United States, France or Germany.

■ increased cost of debt for several years; Any event that impacts a key production site or distribution center,
resulting in a one-off or longer shutdown of one of these sites,
■ negative stakeholder perceptions of the Group’s financial could have a significant adverse effect on Group business.
structure (investors, lenders, customers, etc.);
On a general note, intra-group transactions account for
■ a decline in available cash. approximately 27% of total billing.

Risk management There are some suppliers on which the Group may be dependent.
In such a case, any significant delays in deliveries of components
At the end of the year, the Group accelerated its cost adjustment or raw materials could cause temporary stoppages or delays in
measures, which involved closing down certain unprofitable production, which could lead to customer dissatisfaction and/or
production lines and closing and transferring certain activities. late delivery penalties. Although no single supplier represents
The measures were accompanied by a plan to reduce inventories more than 2% of the Group’s total purchases (excluding capital
and thereby improve its working capital requirement. expenditure), one supplier may be significantly important for a
In February 2025, the Group paid back in advance a Schuldschein major Group plant.
private placement arranged in 2019 for €115 million maturing in For almost all strategic suppliers of raw materials and components
April 2026 by taking out a US private placement with leading there is at least a second source. However, if the main supplier
North American investors, comprising a USD 100 million tranche has a significant shortage, the second source may not always
with a ten-year term, and a €90 million tranche with a seven-year be able to make up the difference quickly and at a similar cost.
term. The funds will become available in April 2025 and will be
repayable in full at maturity. The Group further diversified its sources of supply in 2024 and
was able to pass on raw material inflation in selling prices.
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The global economic and political environment may jeopardize Competitive pressure – especially from Chinese firms – in certain
this supply dependence even further. The increased scarcity of developing markets could also eventually erode Mersen’s position
materials and energy could also potentially impact certain product in these markets. Moreover, a mismatch between supply and
lines. demand in graphite applications and/or a significant decline in
The potential negative impacts for the Group are: sales in the Electrical Power segment in North America could have
an unfavorable impact on the Group’s business and profitability.
■ direct and indirect losses of volume (production stoppages
at other Group sites) with consequent losses in sales and The potential negative impacts on the Group are:
profitability in the event of a major plant shutdown over a long ■ loss of market share and adverse effect on Group sales;
period; ■ erosion of the Group’s overall profitability;
■ several days of stoppages at certain plants or distribution
■ a drop in share price;
centers in the Electrical Power segment could lead to a loss
of customers; ■ having to adapt the cost structure to lower profitability levels,
which could lead to significant restructuring costs;
■ for some sites, manufacturing delays could lead to substantial
late delivery penalties; ■ having to recognize impairment losses on certain under-used
assets, especially if there is a persistent imbalance between
■ high costs if certain facilities and/or equipment have to be
supply and demand.
rebuilt or restarted following an accident or other incident at
a production site;
Risk management
■ unfavorable impact on Group margins due to a significant In the past, the Group has put in place measures that would
increase in the cost of certain components or raw materials enable it to swiftly and effectively adapt its cost structure to
for which the Group is unable to find alternative suppliers. market changes. At the end of October 2024, following weaker-
than-expected growth in sales, Mersen decided to ramp up profit
Risk management optimization measures.
Business continuity plans have been drawn up for some sites.
The Group has developed an in-house Sales Excellence program
Alternative production solutions were also tested during the Covid-
to enhance its commercial efficiency and gain market share in the
19 crisis. In addition, the Risk and Compliance Department will be
most profitable segments. This is primarily based on a selective
stepping up its rollout of Business Continuity Plans.
policy of increasing sales prices to offset inflationary increases
Action plans are being deployed that limit the Group’s dependence in wages, materials and components impacting direct costs. For
on certain component suppliers (for the Electrical Power segment) example, price increases amounted to approximately 2% of sales
or materials suppliers (for the Advanced Materials segment) by in 2024.
growing the number of suppliers, securing long-term contracts and
Mersen is positioned in a large number of markets which are
strategic partnerships, and bringing certain production processes
not all equally cyclical, which makes it possible to offset certain
in-house. For example, the decision to buy the Columbia plant
cyclical effects. Moreover, certain types of equipment are used for
in July 2019 was partly motivated by a desire to take extruded
several markets (process industries, aeronautics, etc.).
graphite production back in-house.
Other external solutions may also be used in some cases, such
as outsourcing certain processes or purchasing parts from other
10.3.8. Risks related to ineffective
companies. management of technological
development
10.3.7. Competitive pressure Description of risk
and lower profitability Mersen designs bespoke products tailored to its customers’ specific
in certain product lines technical requirements, in terms of both use and performance. In
a number of its strategic markets, such as electronics, solar power
Description of risk and electric vehicles, customer requirements change quickly and
The Group’s profitability is dependent on certain product ranges. often. The Group therefore has to constantly monitor changes
For example, in the Electrical Power segment, profitability for the in technology so it can anticipate new market trends and more
fuses range is much higher in North America than in other regions. effectively meet its customers’ future needs.
And in the Advanced Materials segment, Graphite Specialties
It cannot be ruled out that alternative technologies will emerge, for
has a much higher profitability level than the Group’s other
instance in relation to manufacturing procedures for solar panels
activities, but at the same time is dependent on the use of graphite
or silicon carbide semiconductors, whose production requires a
production capacity, particularly due to its capital intensive nature.
large quantity of graphite. The partnership with Soitec on p-SiC
Generally speaking, Group profitability is higher in North America
is a good illustration of this.
and Asia (including China).
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The Group may be unable to develop or improve products in line To remain competitive, continue to grow over the long term and
with the latest technological developments within a timeframe and rise to future challenges, Mersen has to attract a wide range of
on terms that are satisfactory to its customers. talent, including experts. Its ability to attract these experts is key
Technological developments in more traditional products and to its success. Its expertise could wane over time if it does not
markets may be more or less favorable for Mersen. For example, have a proper talent management strategy.
the use of brushless motors could increase to the detriment of The Group is complex in terms of its size, and the diversity of
brushed motors, or a change in electrical standards could impact its products, markets and geographic footprint. To effectively
the market for the Electrical Power segment. manage this complexity, it needs talented people with a varied
Lastly, Mersen operates in markets where product offerings range of expert skills and in-depth knowledge of the Group, its
are becoming increasingly comprehensive and integrated and customers and its manufacturing facilities. Knowledge transfer
distribution methods are becoming more varied (particularly and the replacement of experts about to reach the end of their
thanks to e-commerce). Mersen has to factor in these trends careers are vital for Mersen’s future. In particular, the Group
and adapt its offerings accordingly, mainly in its Electrical Power must ensure it replaces certain managers and members of the
segment. Executive Committee and business management committees
whose retirement is scheduled in the short to medium term. It
The potential negative impacts for the Group are: must also ensure the succession of the Chief Executive Officer,
■ a possible prolonged decrease in sales if the Group is unable to whose term of office expires in 2026. As of December 31, 2024,
respond to technological developments in a market or standard, Group employees over 55 years of age represented 18.7% of
or if a new technology emerges in which Mersen does not have total Group headcount.
the required expertise; Retaining and attracting talent and experts could become more
■ loss of market share in strategic sectors, which could impact challenging, although the tension on the labor market experienced
the Group’s future growth rate; since early 2022 has gone down.
■ significant capital expenditure to adapt to market requirements The potential negative impacts on the Group of the loss of experts
and/or specific customer needs. are as follows:
■ loss of key expertise that could affect the Group’s ability to meet
Risk management customers’ requirements, which would limit its growth potential
A technology watch has been set up to help the Group anticipate and/or existing sales;
new market trends. Synergies between R&D and sales teams ■ less control over manufacturing processes, which could
have been optimized by the corporate R&D Department. Capital lead to (i) additional costs, which would reduce the Group’s
expenditure and/or R&D budgets have been increased for markets competitiveness for some products, (ii) product quality problems
and/or applications with high technological content and/or fast- that could affect relations with major customers, and (iii) safety
paced change. or environmental problems arising from complex processes;
The Group’s R&D Department has strengthened its simulation ■ poor strategic decisions due to insufficient knowledge of the
tools, developed partnerships with universities and worked with Group’s expertise and processes, its culture or its markets.
the businesses to significantly improve the digitization of the
customer offer. Risk management
Specialized committees have been set up for the SiC and The Group has created a dedicated organizational structure to
electric vehicle markets to track technological developments, the manage this risk, including:
players involved and market dynamics. The strategy adopted for
■ setting up an expert community, with a specific policy for
certain product ranges has been reviewed in order to propose a
succession planning, retaining and sharing expertise, and
broader and more comprehensive offering, notably by developing
enhancing talent retention measures;
connected products.
■ creating an expert committee to pool knowledge and motivate
Furthermore, the Group may pursue its acquisition policy with a
the Group’s experts;
focus on gaining key expertise, to further help prevent this risk. It
is closely monitoring competitors’ reorganization projects in order ■ systematically putting in place succession plans for major sites
to study potential opportunities for consolidation. and management committees (including the Group Executive
Committee);
10.3.9. Difficulty attracting ■ reviewing Executive Committee succession plans by the
and retaining experts Governance, Appointments and Remuneration Committee;
■ putting in place a career management policy, particularly for
Description of risk experts and young talent;
Mersen operates in highly technical and complex markets. ■ rolling out specific communication and “employer brand”
Managing the expertise required for these markets, which measures to develop and promote the Group’s reputation
can be very specific and specialized, is crucial if Mersen is to among job candidates and therefore attract new talent;
remain a global leader in its field. The Group’s business model
therefore draws on this expertise as well as Mersen’s century-long ■ broadening long-term incentive plans to include experts and
experience. Mersen also needs to be able to manage and develop high-potential employees.
the new expertise brought into the Group through acquisitions.
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10.3.10. IT systems failure Most acquired companies are small, family-owned businesses with
strong local expertise. The success of these acquisitions hinges
and cyberattacks largely on effective integration, from a technical, commercial
and, above all, human resources perspective. The Group may
Description of risk
pursue this acquisition policy to consolidate its position in certain
All of the Group’s management, planning and invoicing systems businesses or geographies.
are dependent on IT. The reliability and availability of the Group’s
IT systems are determining factors for meeting customer However, the Group may encounter the following difficulties that
deadlines, and are indispensable for certain activities such as impact forecast synergies and performance:
electricity distribution and electric vehicles. ■ issues not identified during due diligence may result in
In addition, some equipment that is essential for the Group’s substantial unexpected costs, delays or other financial and
business and/or is potentially risky is controlled via software. operational difficulties, as well as unforeseen legal problems
such as larger-than-expected liabilities;
Lastly, certain confidential data, notably relating to plans (both
the Group’s and its customers’), product offers and personal data ■ difficulties integrating acquired entities or businesses
are stored on servers. (particularly HR problems) or poorly managed transfers of
activities or plants;
The potential impacts for the Group in the event of failure are:
■ difficulties recruiting or retaining the expertise required for the
■ a stoppage of important equipment, which could temporarily transition;
affect production and therefore make it impossible for the Group
to deliver one or possibly many order(s), which in turn could ■ breach of non-compete clauses or disputes with the acquired
impact its profitability and potentially its future relations with companies;
some customers; ■ the technologies acquired may prove to be less effective
■ theft and/or sharing of confidential data, which could lead to than initially expected or process engineering conducted by
penalties and/or legal disputes and could harm the Group’s the Group may prove to be more complex and/or longer and
image; costlier than anticipated.

■ an accident due to the loss of control of dangerous equipment. The potential negative impacts on the Group if one or several
major projects were to fail are:
Risk management ■ a reduction in sales volume and/or expected profitability;
The Group has an IT security policy, which is regularly presented to ■ the need for additional financial investments or costs in order
the Audit and Accounts Committee. This policy is updated regularly to bring acquired companies or assets up to the required
to ensure the IT system remains resilient and synchronized Group- standards;
wide, with redundancy systems in place: the most business-critical
systems are redundant, and the DRP (Disaster Recovery Plan) ■ the expected benefits of future acquisitions may not be achieved
is regularly tested. within the expected timeframe or at the expected levels.

A specific cybersecurity risk map has been in place for several Risk management
years and internal audits are performed to verify that the relevant
Due diligence procedures (covering operational, IT, legal,
rules and procedures are respected. Mandatory training and
environmental, financial and compliance issues) are performed
awareness-raising sessions are also organized to enhance the
for all acquisitions and a tailored integration plan is drawn up and
Group’s cyber-risk culture. Moreover, Mersen uses external
regularly monitored by the members of the Executive Committee.
service providers to assess the robustness of its IT system. IT
The procedures must be approved by or communicated to by the
governance projects have been redefined and the IT teams have
Board of Directors, depending on their scope.
been strengthened in order to manage IT risks more effectively,
especially cybersecurity risks. A process of monitoring key people during the acquisition process
is fully operational.
The deployment of centralized tools provides more effective
control over updates and compliance with security guidelines. Post-acquisition reviews are regularly conducted to measure any
variances and the integration plan is adjusted if necessary, with
the reviews presented to the Board of Directors.
10.3.11. Ineffective integration of newly
acquired companies
10.3.12. Human capital shortages
Description of risk for the growth plan
The Group has carried out numerous acquisitions in the past.
In 2024, Mersen made three acquisitions in the United States in Description of risk
order to consolidate existing Group products/technologies. The Group’s international scope as well as the diversity of its
products, markets and applications require significant resources
and means that the Group cannot always provide as it is smaller
than other major multinational corporations.
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The Group has made and will continue to make many capital ■ sanctions and liability in the event of (involuntary) non-
expenditure outlays, industrial reorganizations and acquisitions. compliance with regulations could be prejudicial for the Group;
This high level of activity can lead to temporary shortfalls in human ■ slowdown of ongoing projects.
capital or additional human capital requirements that cannot
always be satisfied at competitive rates, particularly in the context
Risk management
of the 2029 growth plan.
In order to ensure the success of its growth plan, the Group has
The Group and its subsidiaries also need to deal with the maintained or undertaken the following actions:
increasing complexity of labor, environmental and tax regulations.
The increasingly demanding requirements for documentation and ■ Expansion and consolidation of its existing network of regional
formal processes for compliance purposes have created large liaison officers (for HR, finance and audits) who provide support
volumes of additional work, especially for support functions such to local sites.
as finance, HR and IT. Some smaller sites may find it difficult ■ Development of the employer brand to enhance the Group’s
to have effective regulatory watch processes in their particular attractiveness.
country.
■ Process of provisional management of jobs and resources.
The potential negative impacts for the Group are:
■ Certain support functions (compliance, legal affairs,
■ loss of competitive position and market share if the Group environmental affairs, etc.) have been strengthened over the
is unable to adapt quickly enough to specific changes in its past few years to deal with the growth in regulations.
markets or customers;
■ Regular follow-up with the Board of Directors.



10.4. Industrial and environmental risks

10.4.1. Delayed rollout of environmental ■ a reduction in sales and financial results;
and climate policy ■ additional costs incurred for researching less energy-hungry
production processes, especially if certain regulations change;
Description of risk ■ additional costs linked to the use of renewable electricity;
The manufacturing processes of the Advanced Materials segment
■ non-renewal or suspension of an operating license, which could
use energy, which leads to indirect CO2 emissions (see chapter
lead to a partial or total production stoppage at a major plant
4 in this document). Given the Group’s expected strong growth
while awaiting an alternative solution;
between now and 2029, it is likely to generate an increase in
greenhouse gas emissions in absolute terms across its entire ■ costs related to cleaning up land at a former site and/or to
value chain. The Group has set itself ambitious short-term targets third-party claims or disputes, or to compliance measures for
for reducing CO2 emissions intensity. These objectives are partly facilities.
linked to the use of electricity from renewable sources.
In addition, Mersen is facing increasingly demanding requests from Risk management
its external and internal stakeholders (customers, shareholders, The Group is well positioned in energy transition markets, and
employees, etc.) regarding its climate pathway. The Group may its medium-term strategy is based on the development of these
not be able to respond within the required timeframe. markets. In addition, most of Mersen’s products enable customers
to consume less energy. This helps to reduce reputational risk.
As part of its non-financial double materiality analysis, the Group
identified “Reducing the carbon footprint” and “Climate change In addition, the Group has implemented an ambitious
adaptation” as material issues (see chapter 4). environmental policy with numerous measures to mitigate the
risks described above. In particular, it:
The potential negative impacts on the Group are:
■ regularly monitors the Group’s actions and policies on climate
■ failure to reduce the Group’s GHG emissions or respect its
issues;
carbon trajectory, which could have a negative environmental
impact; ■ adopts and disseminates formal Group environmental
objectives and integrates them into the annual bonuses for
■ reputational and financial risks, leading to a fall in the share
some members of the Executive Committee and into bonus
price;
share plans for the Executive Committee and managers;
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MANAGEMENT REPORT
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3
■ carries out emission calculations, particularly with regard to ■ has set up a system for regularly monitoring waste, with
product use and end-of-life; measures implemented to ensure better recycling at all of its
■ has put in place the centralized monitoring of operating permits; manufacturing sites;
■ systematically carries out environmental due diligence reviews
■ has put in place a procedure whereby the Executive Committee
for acquisitions of manufacturing sites.
regularly monitors changes in the main standards that apply to
the Group in order to effectively anticipate any required capital In addition, the Group has implemented a solid governance
expenditure; structure for these issues, through the CSR Committee and the
■ strengthens environmental and climate resources; HSE Committee, which bring together the departments involved
as well as several members of the Executive Committee. A
member of the Board of Directors is responsible for overseeing
CSR issues.



10.5. Legal and regulatory risks

10.5.1. Major disputes and Risk management
non-compliance issues ■ Prevention of customer disputes
Since the end of the 1990s, the Group has had a quality
Description of risk program in place to ensure the quality of its products meets its
Mersen operates in complex and technically demanding markets. customers’ requirements. It also has an Operational Excellence
The products that the Group delivers are key components for the Department, set up in 2015, to improve the monitoring and
operation and/or safety of our customers’ products and services. quality of its products.
Claims may potentially be made against the Group for alleged
The Group’s Legal Department draws up contractual policy and
quality problems and/or for failing to meet delivery deadlines (such
assists the sales and technical teams in negotiating contracts
claims are frequent in the chemicals and automotive industries).
and managing claims, thus ensuring better prevention of
These risks are generally on the rise due to the growing number
disputes with customers. The Group has also taken out a civil
of significant long-term contracts, the more litigious nature of
liability insurance policy to limit the financial consequences of
relations with certain key customers and the Group’s expansion
such disputes (see paragraph on Insurance below).
in new businesses and international markets with differing legal
systems. This international positioning, combined with the fact that ■ Prevention of regulatory breaches
Mersen sells products that can be used for both civil and military The Group is committed to raising awareness and training
purposes, exposes it to sanctions by or disputes with government its employees in regulatory compliance to prevent the risk
agencies, especially tax and customs authorities. of breaches. Mandatory training is provided to all employees
The potential impacts for the Group are: on the Group’s Code of Ethics, which includes a section
on regulatory compliance. Employees who are particularly
■ administrative sanctions imposed by a government, which
exposed must also undergo specific training on anti-corruption
could potentially restrict or prohibit the Group’s access to
rules and competition law. In terms of export controls and
certain markets and harm its reputation;
embargoes, procedures have been implemented within the
■ potentially significant costs, especially in the event of product Group and awareness-raising sessions are regularly provided
recalls, serial defects on products or major delivery delays to the staff concerned.
under certain contracts;
Disputes are periodically assessed and the Group makes
■ a deterioration in commercial relations with certain customers, provisions in accordance with applicable accounting principles
with an ensuing loss of sales (although the Group’s largest to cover risks that it is able to reliably assess (see Note 13 to
customer only represents approximately 3.2% of its total sales). the consolidated financial statements).
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3
11. INSURANCE
The Mersen group has negotiated international insurance policies
applicable in certain countries via local policies to cover its main
11.2. Environmental liability
risks. These insurance policies are underwritten by leading insurance
insurance companies.
The purpose of the environmental liability insurance policy is to
To safeguard the Group’s future, the levels of coverage are
cover, subject to the usual deductibles, exclusions and limits on
regularly reassessed to take into account the risks incurred by
coverage, the financial consequences for the Group resulting from
the Group. Coverage, limits and deductibles are adapted to the
bodily injury, property damage and consequential loss suffered
needs of the Group and all of its subsidiaries. They are reviewed
by third parties in the event of pollution or environmental damage
each year, taking into account the Group’s activities and projects.
caused by the activities of the Group and its subsidiaries.
They are also subject to change depending on the terms available
in the insurance market.
The Mersen group does not have any captive policies.
Its main policies are as follows: 11.3. Property/Business
interruption insurance
The Group’s property/business interruption insurance program
11.1. Civil liability insurance notably covers – subject to the usual deductibles, exclusions and
limits on coverage – bodily injury and physical damage, as well
The professional third party liability insurance program (operations, as losses caused by the interruption of business at the Group’s
pre- and post-delivery) covers in particular – subject to the usual main plants as a result of any sudden and accidental events
deductibles, exclusions and limits on coverage – bodily harm, (such as fire, storm, explosion, electrical damage, theft, etc.). The
physical and economic loss, disassembly/reassembly costs, program comprises a master policy and local policies in certain
collection costs, damage to goods in third party storage and countries. It provides an overall contractual restriction per event
decontamination costs. The international program comprises a (property/business interruption combined) with sub-restrictions for
main policy in France and local policies in certain countries. certain events, such as storms, natural disasters or certain specific
guarantees, such as machine failures and IT and electrical risks.




11.4. Transportation insurance
Under the Group’s transportation insurance program, Mersen and
its subsidiaries are protected by a worldwide policy that covers
all of the Group’s goods shipments, irrespective of the means of
transportation used.
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PARENT COMPANY RESULTS
3
12. RELATIONS BETWEEN THE PARENT COMPANY
AND ITS SUBSIDIARIES

Mersen is a holding company that manages its investments in The Group’s Executive Committee runs its operational affairs. The
subsidiaries and affiliates and the Group’s financing activities, and members of the Executive Committee sometimes act as corporate
charges subsidiaries for services related to the intangible assets officers or directors at the companies linked to their activity.
and property, plant and equipment that it owns.
Mersen SA belongs to the Mersen group, which encompasses
93 consolidated and unconsolidated companies in approximately
32 countries. The Group’s largest manufacturing sites are located
in France, the United States, China and Mexico.




13. PARENT COMPANY RESULTS
13.1. Parent company’s financial position in the preceding financial year

The parent company, Mersen SA, generated sales and other Net income before tax and non-recurring items came to
income of €40.5 million in 2024. These revenues are derived €14.9 million.
from Mersen SA’s activities as a holding company, namely the
Non-recurring items amounted to a net loss of €0.4 million,
management of investments in subsidiaries and affiliates, Group
compared with net income of €3.8 million in 2023 which mainly
financing and invoicing for various services, plus fees for the use
reflected the reversal of a provision for disputes for €1.1 million
of the trademark and other associated intangibles.
and net income from the capital reduction of a subsidiary for
The parent company recorded a net operating loss of €4.6 million, €2.3 million. In 2024, the increase in non-recurring expenses was
compared with net income of €4.9 million in 2023. This reduction mainly due to the cost of acquiring free shares for Mersen group
is mainly due to increased expenditure by Mersen SA for the employees, largely offset by income from rebillings corresponding
development of its “Mersen” brand. All else being equal, this to the share of employees benefiting from the plan in other Group
increase in expenditure should lead to an improvement in the companies.
brand’s profitability over the next few years.
The €2.3 million income tax benefit chiefly reflects the benefit from
Net financial income came to €19.6 million, compared with net the consolidation of Mersen and its French subsidiaries for tax
income of €26.1 million in 2023, mainly comprising €38.6 million in purposes of €2.9 million and a tax expense at the global minimum
dividends from subsidiaries, compared with €32.9 million in 2023, tax rate (GloBE/Pillar Two) of €0.6 million.
and impairment of equity interests in the amount of €24.0 million,
After taking these items into account, net income came to
compared with €13.0 million in 2023.
€16.8 million versus €36.4 million in 2023.
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3
13.2. Information about payment terms for the parent company’s
suppliers
Invoices received and issued at fiscal year-end (table from part I of Article D. 441-4 of the French Commercial Code)

Trade payables: invoices received not settled Trade receivables: invoices issued not settled
and overdue at the balance sheet date and overdue at the balance sheet date

Total Total
At due 1 – 30 31 – 60 61 – 90 1 day At due 1 – 30 31 – 60 61 – 90 1 day
(In € thousands) date days days days 91 days+ or more date days days days 91 days+ or more

(A) Late payment tranches
Number of invoices 15 1 1 103 7 49 56
Total amount
of invoices
concerned incl. VAT 150 (1) (1) 1,606 95 518 614
% of total amount
of purchases
for the year, incl. VAT 2.70% -0.02% -0.02%
% of sales
for the year, incl. VAT 3.90% 0.23% 1.26% 1.49%
(B) Invoices excluded from (A) in respect of disputed or unrecognized debts and/or receivables
Number of invoices
excluded
Total amount of invoices
excluding VAT
(C) Reference payment terms used (contractual or legal – Article L.441-6 or Article L.443-1 of the French Commercial Code)
Terms of payment Legal terms: 45 days end of month, Contractual terms: 30 days end of month for French
used to calculate unless contractual terms are shorter and other European customers, 60 days end
late payment of month for the rest of the world
103




4 SUSTAINABILITY
REPORT

1. GENERAL DISCLOSURES (ESRS 2) 104

2. ENVIRONMENTAL INFORMATION 132
2.1. Climate change (ESRS E1) 132
2.2. Resource use and circular economy (ESRS E5) 142
2.3. European Taxonomy 147

3. SOCIAL INFORMATION 160
3.1. Own workforce (ESRS S1) 160
3.2. Workers in the value chain (ESRS S2) 175
3.3. Consumers and end-users (ESRS S4) 178

4. BUSINESS CONDUCT (ESRS G1) 181

REPORT BY THE STATUTORY AUDITOR
ON THE SUSTAINABILITY REPORT 190
104
SUSTAINABILITY REPORT
GENERAL DISCLOSURES
4
1. GENERAL DISCLOSURES (ESRS 2)
1.1. Basis for preparation (BP)

1.1.1. General basis for preparation Information on certain non-material matters is provided in the
sustainability report, along with required disclosures for material
of sustainability statements matters.
(BP-1)
Certain exclusions from the scope of reporting have been defined
1.1.1.1. Reporting organizational scope for some indicators, particularly when local legislation does not
permit the reporting of relevant data or the extrapolations are
The sustainability report covers all companies in the Group,
not satisfactory.
whether consolidated or not, based on the following principles:
■ Financial reporting: all companies included in the financial 1.1.1.4. Reporting methodology
consolidation scope; Mersen prepared its sustainability report with the help of the
■ Workforce reporting: all companies included in the financial HRIS human resources dedicated reporting tool, the CALAME
consolidation scope and in the HR information system (HRIS). operational reporting tools and various financial reporting
If a company is not included in the HRIS, the only datapoint systems.
reported is the number of employees at the end of the year; Quantitative information is collected using the indicators
■ Health and safety reporting: all Group sites, unless otherwise described in the dedicated frameworks. These frameworks
indicated; specify the indicator’s objectives, its scope of application, the
definitions needed to understand the indicator and its scope, the
■ Environmental reporting: all Group sites, unless otherwise
calculation methodology, and the consistency checks.
indicated;
Workforce information – ESRS S1
The sustainability report covers part
Workforce information is collected through the HRIS information
of the upstream and downstream value chain:
system used in all of the Group’s consolidated companies.
■ Health and Safety reporting covers on-site service providers.
Once collected and prior to final consolidation, the data submitted
■ Environmental reporting, specifically with regard to carbon
by the subsidiaries is verified for consistency using various criteria.
disclosures, covers impacts arising from the upstream
Any value or change in value considered suspect is verified
value chain (categories 3.1 Purchased goods and services,
with the relevant site, which will be asked to correct or explain
3.2 Capital goods, 3.3 Fuel and energy-related Activities,
the data. If the value cannot be corrected or if the explanation
3.4 Transportation and distribution); operational emissions
provided is deemed inconclusive, the scope concerned by that
(3.6 Business travel, 3.7 Employee commuting); and the
value will then be removed from the scope of consolidation.
downstream value chain (3.5 Waste generated in operations
and 3.9 Downstream transportation, excluding categories 3.10 Safety information – ESRS S1
Processing of sold products, 3.11 Use of sold products and Health and safety indicators are collected monthly through the
3.12 End-of-life treatment of sold products). Calame reporting system implemented at all Group companies.
Indicators on accidents cover Mersen employees as well as
1.1.1.2. Reporting timetable temporary workers and employees from outside companies
Quantitative indicators are calculated using the following method: working at Mersen sites.
■ workforce data: for the period from January 1 to December Once collected and prior to final consolidation, the data submitted
31, 2024, with figures reported as at December 31, 2024; by the subsidiaries is verified for consistency using various
■ safety data: for the period from January 1 to December 31, criteria. Any value or change in value considered suspect is
2024, with figures reported as at December 31, 2024; verified with the relevant site, which will be asked to correct or
explain the data.
■ environmental data: for the period from January 1
to December 31, 2024, with figures reported as at Environmental information – ESRS E1, ESRS E5
December 31, 2024. Environmental indicators are collected quarterly and annually
through the Calame reporting system. Data is entered by EHS
1.1.1.3. Operational reporting scope managers at each entity. It is validated by the BU’s industrial
director before being sent to the head office for consolidation.
Exclusions
■ Acquisitions made by the Group in 2024 are excluded from Once collected and prior to final consolidation, the data submitted
reporting, except for year-end headcount figures. They by the sites is verified for consistency using various criteria. Any
concern GMI Group (USA), KTK Thermal Technologies value or change in value considered suspect is verified with the
(USA) and Bar-Lo Carbon Products (USA), which have been relevant site.
included in the consolidated financial statements since July 1,
October 1 and November 1, 2024, respectively. These entities
have not yet been able to implement all the Group’s reporting
processes.
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SUSTAINABILITY REPORT
GENERAL DISCLOSURES
4
Governance information – ESRS G1 1.1.2.2. Limitations due to first-time application
This reporting includes the monitoring of ethical alerts. The first year of applying the directive gave rise to some inherent
uncertainties. In particular, these uncertainties meant that not
1.1.1.5. Reporting process participants and their all the value chain could be taken into account in the double
responsibilities – Validation process materiality analysis, which instead focused on Tier 1 business
A certain number of employees are involved in implementing the relationships and partially covered ESRS sub-topics (see section
reporting process within the Group and all of its subsidiaries. IRO1 1.4.1.3 on the double materiality analysis methodology).

The levels of responsibility are as follows: Mersen is committed to a continuous improvement approach and
will take into account information disclosed by other companies in
Corporate level addition to regulatory developments in future years.
Each department in charge of a topic (Human Resources – Lastly, Mersen is unable to provide full information on its material
workforce data; Operational Excellence – health, safety and matters due, in particular, to the considerable volume of data
environmental data; the segment Purchasing departments – required by the ESRS for this year. These omissions are presented
upstream value chain data) organizes the reporting process in in the table in appendix 4.
conjunction with the managers whose sites are included in the
scope. Their role is to: 1.1.2.3. Methodological limitations and sources
■ define framework indicators; of uncertainty
■ relay the internal frameworks (HRIS, Health & Safety, Certain data is subject to methodological limitations, indicated
Environment and the procedure for calculating greenhouse alongside the information presented in the sections by topic,
gas emissions) to Group site managers and ensure that they including in particular:
are clearly understood by providing adequate information and ■ Limitations in scope and accounting of Scope 3 greenhouse
training; gas emissions (see section E1 §1.8.1)
■ coordinate data collection; ■ The calculation method for raw materials considered to be main
■ ensure that the reporting schedule is adhered to; input resources (see section E5 §2.2.2)

■ check the completeness and consistency of the data collected; 1.1.2.4. Explanations concerning value chain
■ consolidate the data; data
■ use and analyze the data; Metrics that include value chain data mainly concern the calculation
of Scope 3 emissions in our carbon footprint, particularly emissions
■ disclose the data.
associated with raw material sourcing, transportation and product
Site level use. This data is mainly provided by our partners and suppliers.
Data reporting is the responsibility of the site managers included Data sources include specific supplier reports.
in the reporting scope. Their role is to: For now, the accuracy of the data assessed depends on the
■ organize data collection at their site by defining responsibilities quality of the information provided by our partners. We believe
and ensuring compliance with datapoint definitions; there are margins of error associated with certain data, particularly
in the absence of direct measurements.
■ ensure data traceability;
The Group has put in place various initiatives to improve future
■ ensure that the reporting schedule is adhered to; and
accuracy, including the implementation of advanced tracking
■ check the completeness and consistency of the data provided systems. Regular audits are also performed to check and improve
and implement requisite controls and checks by persons not the reliability of the data collected.
involved in the collection process.
1.1.2.5. Incorporation by reference
1.1.2. Disclosures in relation to specific See cross-reference table at the end of the report for references
circumstances (BP-2) to chapters outside the sustainability report (see appendix 3).

1.1.2.1. Time horizons used in the sustainability
report
The time horizons applied by the Group are consistent with those
defined in ESRS 1, i.e.:
■ short-term time horizon: the period adopted by the undertaking
as the reporting period in its financial statements;
■ medium-term time horizon: from the end of the reporting period
up to five years;
■ long-term time horizon: more than five years.
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4
1.2. Governance (GOV)

1.2.1. The role of the administrative, The Board of Directors is responsible for reviewing them annually,
in particular by defining progress goals and assessing their level
management and supervisory of achievement.
bodies (GOV-1)
The Board has delegated to Emmanuel Blot the responsibility of
1.2.1.1. Composition of the governance leading and monitoring sustainability topics and, more specifically,
and diversity bodies implementing the CSR roadmap defined by the Group’s Executive
Management and ensuring the proper application of the European
Mersen’s governance structure is described in detail in chapter
Corporate Sustainability Reporting Directive (CSRD) (see chapter
2, section 1, of this document:
2).
■ The Board of Directors is composed of eight members, including
the Chief Executive Officer and an employee representative Audit and Accounts Committee
(section 1.1.8.3). The Board delegates to the Audit and Accounts Committee the
■ Their skills and expertise are described in section 1.1.8.3. responsibility for monitoring nonfinancial risks and impacts,
particularly those relating to the CSRD. The Audit and Accounts
■ The Board’s diversity is described in detail in section 1.1.4. Committee ensures the proper implementation of the double
There are 3 women and 5 men. materiality assessment and oversees the internal control system
■ The percentage of independent directors is 57% (section associated with sustainability reporting and the management of
1.1.8.6). risks related to the information disclosed. It is responsible for
implementing the CSRD.
1.2.1.2. Roles and responsibilities of the
Governance, Appointments and Remuneration
administrative and supervisory bodies
Committee
The Board of Directors The Committee gives an advisory opinion on short- and medium-
The sustainability strategy and the monitoring of its impacts, risks term compensation objectives related to sustainability and linked
and opportunities are an integral part of the Group’s strategy. to the Group’s impacts, risks and opportunities.


Audit and Accounts Board of Directors Governance,
Committee Appointments and
Director responsible for monitoring CSR issues Remuneration Committee


Executive Management and Executive Committee



Corporate Health,
Ethics and
Social Safety and Diversity
Compliance
Responsibility Environment Committee
Committee
(CSR) Committee Committee


1.2.1.3. Description of management’s role The Ethics and Compliance Committee, comprising the Group’s
in monitoring, managing and overseeing Chief Executive Officer, the Chief Financial Officer, the Vice
IROs President, Human Resources, the General Counsel and the
Vice President, Risks, Audit & Compliance, meets at least
The Group’s Executive Committee oversees the sustainability
quarterly. It is responsible for tracking objectives, monitoring
strategy and the implementation of IRO policies. It is supported
actions and targets linked to IROs for business conduct and
by dedicated committees
compliance with human rights.
The Corporate Social Responsibility (CSR) Committee comprises
The Diversity Committee, comprising the Human Resources
the Chief Executive Officer, the Chief Financial Officer, the Vice
Department, the Internal Communications Department and three
President, Human Resources, the Vice President, Operational
members of the Executive Committee, meets four times a year. Its
Excellence, the Head of Financial Communication and the Vice
role is to set targets and monitor the achievement of the Group’s
President, Risks, Audit & Compliance. It meets quarterly to steer
objectives in terms of diversity, inclusion and equal opportunity. It
action on managing IROs, track progress towards meeting ongoing
is responsible for formulating proposals, defining priority actions,
objectives, coordinate CSRD work and prepare communications.
overseeing their implementation, promoting the exchange of best
The Health, Safety and Environment (HSE) Committee meets practices and coordinating local diversity networks.
monthly to oversee all policies, initiatives and indicators relating
In addition, the Group’s Human Resources Department defines
to the environment and the health and safety of employees. It
human capital development objectives as part of its strategic
comprises Executive Management, the Finance and Administration
roadmap. It works together with the segments’ human resources
Department, the Human Resources Department, the Operational
departments and the regional and site teams to roll out training
Excellence Department and the heads of both of the Group’s
programs.
segments.
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4
The Group’s purchasing organization seeks to improve the ■ Risks and opportunities related, respectively, to employee
performance of the upstream value chain. It is responsible for safety and well-being, and to diversity, inclusion and equal
encouraging suppliers to commit to continuous improvement opportunity
of CSR. The segment Heads of Purchasing sit on the segment ■ Risks related to the failure to respect human rights and
management committees, which meet monthly. fundamental freedoms
The Electrical Power segment has put in place a dedicated
committee to monitor the electric vehicle market. The committee,
which meets monthly, comprises the Chief Executive Officer, the
1.2.3. Integration of sustainability-
Executive Vice President of Electrical Power, the Vice President related performance in incentive
of the Electric Vehicles business and the Vice President, Risks, schemes (GOV-3)
Audit & Compliance. It is in charge of reviewing current customer Members of the Board of Directors receive fixed and variable
projects and EVrelated risks, notably the quality of sold products, compensation linked to attendance, without regard to sustainability-
particularly fuses, which are key safety components. related allocation criteria. Only the Chief Executive Officer, who
is also a member of the Board of Directors, receives variable
1.2.1.4. Board of Directors’ skills and knowledge compensation that is partially linked to sustainability topics.
for overseeing sustainability matters
In 2024, his variable compensation package was structured as
The Board’s sustainability expertise is described in chapter 2, follows (see chapter 2):
section 1.1.8.3, of this document.
■ Yearly bonus: 30% of the Chief Executive Officer’s annual
variable compensation is related to non-financial criteria, 50%
1.2.2. Information provided of which is linked to CSR performance. Of this, personal safety
to and sustainability matters criteria represent 25%, divided between three equally weighted
addressed by the undertaking’s subcriteria: lost-time injury rate, severity injury rate and number
of safety visits per employee. Environmental criteria represent
administrative bodies (GOV-2) the other 25%, divided into four equally weighted sub-criteria:
The director in charge of CSR issues provides the Board of waste recycling rate, calculation of Scope 3 greenhouse
Directors with a progress report on sustainability matters at least gas emissions, sales intensity of greenhouse gas emissions
twice a year. (CO 2eq/sales) and water consumption intensity. Criteria
The Audit and Accounts Committee reviews the risks associated related to the reduction of greenhouse gas emissions therefore
with sustainability matters once a year. In 2024, the committee account for 2% of the annual variable component. Targets and
focused its attention on compliance and environmental issues. thresholds are described in chapter 2.
In 2024, the Board of Directors: ■ Long-term compensation plans: 30% of the criteria of the
long-term free share plans are dependent on quantifiable CSR
■ Reported on the results for 2023 and its revised CSR roadmap
performance (three criteria in 2024: percentage of women
■ Received progress updates on CSRD implementation engineers and managers, reduction in water consumption,
■ Validated the double materiality matrix and the associated reduction in CO2 emissions intensity). The portion related to
challenges. the reduction of greenhouse gas emissions accounts for 9% of
the share allocation criteria. Targets and thresholds are detailed
It examined the following topics (see ESRS 2 SBM): in chapter 2.
The Governance, Appointments and Remuneration Committee
Impacts
makes a recommendation to the Board of Directors, for its
■ Positive impacts related to carbon footprint reduction; climate approval, concerning the Chief Executive Officer’s compensation
change adaptation; diversity, inclusion and equal opportunity; package. The criteria are related to the goals set out in the Group’s
and employee safety and well-being CSR roadmap.
■ Negative impacts related to carbon footprint reduction
1.2.4. Risk management and internal
Risks and opportunities
controls on sustainability
■ Risks and opportunities related, respectively, to carbon footprint
reduction and climate change adaptation information (GOV-5)
Please refer to chapter 3.9 of this universal registration document
(Management Report, Internal Control).


1.2.5. Statement on due diligence (GOV-4)
Core elements of due diligence Sections of the sustainability report
a) Embedding due diligence in governance, ESRS 2 SBM-1 and 3
strategy and business model GOV 1-2-3-5
b) Collaborating with the relevant stakeholders ESRS 2 SBM-2
in all steps of due diligence
c) Identifying and assessing negative impacts ESRS 2 IRO 1-2, SBM-3
d) Taking measures to remedy these negative impacts ESRS S2 3.2.4; ESRS S4 3.3.4
e) Tracking the effectiveness of these efforts and communicating ESRS E1 2.1.6; ESRS E5 2.2.3; ESRS S1 3.1.8; ESRS S2 3.2.6; ESRS S4 3.3.6
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1.3. Strategy (SBM)

1.3.1. Strategy, business model ■ In the electronics market, Mersen develops materials for
manufacturing more efficient semiconductors. It also provides
and value chain (SBM-1) passive components for power conversion.
For more information, see the following:
■ The transportation market spans rail, aeronautics and electric
■ Mersen’s business model (chapter 1, pages 12,13); vehicles. In these markets, Mersen offers safety products
■ CSR roadmap (section 1.4.3 of this chapter); (fuses and surge protection devices), passive components to
improve power conversion efficiency and material solutions for
■ Risks related to sustainable development (section 1.3.3.3 IRO); various manufacturing processes.
■ Stakeholder engagement (section 1.3.2) Interests and views ■ Corrosive chemicals: The Group offers equipment designed to
of stakeholders; meet the most stringent production requirements, in particular
■ The double materiality matrix is presented section 1.3.3 for phosphoric acid, chlor-alkali, active pharmaceutical
(Description of the processes to identify and assess significant ingredients, isocyanates, acid and specialty chemicals.
impacts, risks and opportunities); ■ Process industries comprise metalworking, high-temperature
■ Mersen’s workforce (section 3.1.9); and furnaces, sintering processes, glass and plastics and other
sectors. Mersen offers a wide range of tailormade products
■ Breakdown of Mersen’s total revenue (chapter 3, section 2).
and solutions to meet the challenges of energy efficiency and
electrical protection.
1.3.1.1. Description of activities
The Group develops innovative solutions tailored to its customers’ 1.3.1.2. Total workforce by geographical area
needs, thanks to two areas of expertise.
Workforce information is provided in ESRS S1, section 3.1.9.
In the Advanced Materials segment, the Group operates across
the entire value chain, from the formulation and manufacture of 1.3.1.3. Mersen’s contribution to the United
materials (graphite, silicon carbide, carbon fiber insulation and Nations Sustainable Development Goals
carbon-carbon composites) to the design of final products in line (SDGs)
with customer needs. It offers an array of solutions and products
designed to perform the following principal functions: resistance to Mersen’s commitment is built on four pillars:
very high temperatures, protection against corrosion and electric ■ Being responsible partners
power transmission.
■ Limiting our environmental footprint
The Electrical Power segment offers a range of solutions and
■ Developing human capital
products designed to perform two functions across the entire
electrical chain – protection of equipment and individuals, and ■ Cultivating an ethics and regulatory compliance culture
power conversion. The Group focuses specifically on making a genuine contribution
Leveraging its expertise in these two areas, the Group provides to the 13 SDGs listed below:
solutions for all sectors in manufacturing, as well as companies
seeking efficiency and reliability.
■ In the energy market, Mersen develops solutions and products
that meet the needs of the principal energy sources, and
renewable energies in particular (solar, wind, hydro).


Theme SDG

Responsible partner




Limiting our environmental impact




Developing human capital




Ethics and compliance culture
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The Group’s commitments in relation to the SDGs are as follows: 1.3.1.4. Linking strategy and sustainability
Mersen’s strategy is built on four pillars:
Responsible partner
■ Responsible management of the sourcing of metals with ■ Continue to develop products and solutions adapted to our
potentially negative social and/or environmental impacts, customers’ needs that, by and large, reduce the environmental
particularly conflict minerals. impact of their products or processes (see ESRS E1, section
2.1.2.5).
■ Integration of environmental and social criteria in the purchase
of products and services. ■ Contribute to the development of sustainable development
markets, in particular solar energy, electronics, energy storage
Limiting our environmental impact and electric vehicles (see ESRS E1, section 2.1.2.5).
■ Reduction of energy consumption, decarbonization, ■ Continue to implement the competitiveness and performance
implementation of measures to mitigate its impact on climate program, while ensuring the safety of plants and employees.
change and adapt to that change. This approach encompasses manufacturing excellence, risk
■ Reduction of waste production, adoption of sorting and recovery prevention, the improvement of working conditions and the
through recycling or reuse measures. reduction of the sites’ environmental footprint.

■ A stepped-up focus on pollution and discharges to air, water ■ Ensure human capital development, while safeguarding human
and soil that affect the environment. rights and providing a comprehensive social protection policy
(see ESRS S1 and S2).
■ Continued compliance with international regulations.
Mersen supports economic development and the global energy
■ Reduction of the ecological impacts of products over the entire transition by developing tailormade solutions and delivering key
life cycle: reduction in the use of resources during production, products that help customers address these new technological
eco-design, energy-saving products, etc. challenges.
■ Business continuity in the event of exceptional climatic or health This involves:
events requiring a reorganization of activities, and which may
constrain international trade. ■ the contribution to the boom in renewable energies: solar, wind
and hydroelectric;
Developing human capital ■ Supply of key passive components for power management and
■ Gender parity throughout the organization, local recruitment, power conversion systems;
policies in favor of disabled people and juniors/seniors, and
■ The contribution to the development of silicon carbide (SiC)
combating all forms of discrimination.
power semiconductors that limit energy consumption, while
■ Training and promotion policy to ensure the development of enhancing performance.
internal skills and the appropriation of the company’s values
■ Supply of high-performance components to the EV market to
by employees.
ensure vehicle safety and performance.
■ Ability of the company to attract the talent essential to its
Mersen’s strategy is described in chapter 1, page 20, 21.
operations.
■ Working conditions guaranteeing the safety of employees and 1.3.1.5. Description of the business model
service providers. and value chain
■ Prevention of accident risks, including psychosocial risks, both Mersen’s value chain extends from processed raw materials to
at Group level and by entity depending on their activities. end users, including product endof-life processes.

Ethics and compliance culture Impacts, risks and opportunities were identified in the upstream
value chain (Tier 1 suppliers), in own operations and in the
■ Group ethical rules and their appropriation by internal
downstream value chain (direct Group customers).
and external stakeholders, including corruption, fraud and
competition rules. Measures to control risks and develop opportunities are
undertaken jointly with the impacted stakeholders.
■ Data protection, including compliance with personal data
regulations, and computer system security.
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SUPPLY
CHAIN

03 04 08 ✚ Processed raw materials
(black materials)
✚ New or recycled metals
09 10 11 ✚ Energy
✚ Plastic
12 21 ✚ Sand




BUSINESSES
ADVANCED ELECTRICAL
01 02 03 05 MATERIALS POWER
Design Design
06 07 08 09 Materials Concept
formulation Assembly
Transformation
10 11 13 14 Treatment
processes,
finishing ✚ Fuses
15 16 19 20 ✚ Cooling
✚ Graphite ✚ Bus bars
✚ Brushes ✚ Capacitors
✚ Felts




OEM &
CUSTOMERS
MANUFACTURERS




03 08 09
PROCESSING
15 18 & USE




END USE
OF PRODUCTS

MARKETS

Energy
17 18 Electronics
Transportation
Chemicals
Process industries




IROS I+ POSITIVE IMPACT I- NEGATIVE IMPACT R RISK 0 OPPORTUNITY
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Value creation by IRO

IRO No. Type Issue or impact
Reduction of carbon footprint:
1 +
Positive impact of Mersen’s activities in favor of sustainable mobility
Measures to adapt to climate change:
2 + Positive impact of the development of sustainable development markets enabling employees to acquire new skills
and knowledge
Business ethics:
3 +
Positive impact on employees qualifying for whistleblower protection status
Responsible supply chain
4 +
Positive impact on Mersen’s supply chain in terms of whistleblower protection
Diversity, inclusion and equal opportunity
5 + Policies and actions already in place to prevent discrimination and promote diversity and inclusion, leading to a positive
impact on employees
Training and skills management:
6 +
Implementation of a job and career path management system to better anticipate career development goals
Employee safety and well-being:
7 +
Continuous improvement of the health and safety management system
Working conditions of value chain workers:
8 + Positive impact on Mersen’s value chain through initiatives to help suppliers and service providers adopt sustainable
practices
Respect for human rights and fundamental freedoms:
9 - Potential negative impact of Mersen’s activities if inadequate due diligence in certain countries weakens protection
of freedoms
Reduction of carbon footprint:
10 -
Potential negative impact on the environment if the Group fails to reduce GHG emissions or meet decarbonization goals
Absence of or non-compliance with commitments to reduce the Group’s GHG emissions and adopt a decarbonization
11 R
pathway

12 R Significantly increased cost of raw materials

13 R Employee failure to comply with internal ethical rules

Failure or lack of due diligence in the face of increased environmental and social regulations, potentially leading to local
14 R
non-compliance

15 R International regulations, sanctions, embargoes, export control laws

16 R Occupational accidents and illnesses

17 R Safety and security defects in products sold

18 O Revenues in sustainable development markets

19 O Integration of eco-design into product design

20 O Increased employee engagement

21 O More reliable supply
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1.3.2. Interests and views ■ Trade associations
of stakeholders (SBM-2) Mersen is actively involved in the European Carbon and Graphite
Association (ECGA) and the Groupement des entreprises de
1.3.2.1. Stakeholder map la filière électronumérique française (Gimelec), which enables
The identified stakeholders are categorized into two groups as it to stay informed, share knowledge on sustainability issues
“directly concerned” or “affected by” CSR matters. and to actively monitor environmental standards and the
practices of industry peers. The Group is thus committed to
a. Upstream stakeholders: Tier 1 and Tier 2 strategic the continuous improvement of its industrial processes, while
suppliers, service providers and value chain workers (raw ensuring compliance with applicable environmental regulations.
materials extraction, components, machines and processes),
universities, engineering firms, research centers, business ■ Customers
partners, associations and NGOs. Engaging with customers at supplier days and trade shows
b. Stakeholders linked to internal operations: Mersen employees allows Mersen to harness feedback and drive progress on CSR
(own workforce), local site communities, trade associations, issues. To address their concerns and reassure its customers
banks, investors and insurance companies, rating agencies, of its commitment to sustainability, the Group’s performance
administrative and regulatory authorities, associations, NGOs is assessed ever year through the EcoVadis platform. It also
and governmental authorities. includes in its general terms and conditions of sale a clause
requiring compliance with ethical standards that are at least
c. Downstream stakeholders: customers, distributors and equivalent to Mersen’s.
original equipment manufacturers, transportation and
waste management service providers, industry customers, ■ Banks, investors
end consumers (impacted by product use); NGOs, banks and The Group regularly meets with bank representatives and
insurance companies investors at roadshows. These events provide an opportunity to
One silent stakeholder which does not have a direct voice – the discuss their CSR expectations. To showcase its commitment to
environment – has been identified as being potentially affected sustainability, every year the Group completes questionnaires
by Mersen’s activities. from financial rating agencies like MSCI.
■ Local site communities
1.3.2.2. Stakeholder engagement process
With facilities around the world, the Group engages with local
Stakeholder engagement takes a variety of forms, including communities around its sites through interviews, meetings and
interviews, satisfaction surveys, meetings and roadshows. The consultations, taking note of their various CSR concerns and
different types of engagement are described below by stakeholder adapting its practices when necessary.
category.
Stakeholder engagement results are reported regularly at monthly
■ Suppliers, service providers and value chain workers Executive Committee meetings. The Executive Committee reviews
For suppliers, service providers and value chain workers, the state of supplier relationships to ensure proper implementation
engagement involves a CSR selfassessment, interviews to of the responsible procurement strategy. Dedicated presentations
discuss ratings and audits. It enables them to better understand provide information on the rollout of human resources policies,
the Group’s CSR expectations and clarify the tender process. ensuring follow-up on initiatives for employees. Finally, external
On this basis, Mersen can suggest improvement plans to ESG ratings, like those of EcoVadis and MSCI, are communicated
better integrate sustainability into their business practices (see to the Executive Committee after each assessment; they are used
ESRSR S2 and G1). by the Group’s customers, banks and investors.
■ Own workforce
Engagement with own workforce takes the form of information-
exchange meetings between site managers and teams, and
meetings with employee representative bodies (notably the
Group Committee and the European Works Council). The
Group also conducts an annual employee values survey
among the entire staff. The main concerns identified from
these exchanges were the focus on health and well-being as
a strategic priority, and equal pay. Mersen responded by setting
up the Mersen Care Program and integrating CSR criteria into
the variable compensation component of managers (see ESRS
S1, section 3.1.4).
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1.3.3. Material impacts, risks and opportunities and their interaction with strategy
and business model (SBM-3)
The double materiality assessment process is described in ESRS 2 IRO-1.

1.3.3.1. Summary of material issues
The process identified 84 potential IROs for the Group, categorized for assessment according to 20 matters. As a result of the assessment,
21 IROs were identified as being material and were classified by topic into the following 12 material matters:


Environment: Labor
■ Reduction of carbon footprint ■ Diversity, inclusion and equal opportunities
■ Measures to adapt to climate change ■ Training and skills development
■ Waste management and circular economy ■ Employee safety and well-being
Business conduct ■ Working conditions of workers in the value chain
■ Business ethics (including anti-corruption) Societal
■ Responsible supply chain ■ Product safety and security
■ Over-regulation (not covered by ESRS but considered relevant ■ Respect for human rights and fundamental freedoms
for the Group)


1.3.3.2. Double materiality matrix



MATERIAL SUBJECTS ONLY, SUBJECTS WITH MATERIAL SUBJECTS
ACCORDING TO DOUBLE MATERIALITY ACCORDING TO
High IMPACT MATERIALITY FINANCIAL MATERIALITY
materiality
> 60% § Responsible § Training (I+)
supply chain (I+)
§ Adaptation to climate change (O; I+)
40 to 60% § Diversity, inclusion and equal opportunities (O; I+)
§ Carbon footprint reduction (R; I; I+)
§ Business ethics (R; I+)

§ Employee safety § Working conditions § Waste management and circular
and well-being (R; I+) for workers in the economy (R; O)
30 to 40% § Respect for human rights value chain (O; I+) § Product safety and security (R)
and fundamental freedoms (I-)
§ Normative and regulatory
Low
inflation (R)
materiality




Material issues covered by ESRS Environment Social Business conduct Societal
Material issues specific to Mersen
Matters are positioned according to the average of percentages of all IROs present within the same issue.
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1.3.3.3. Presentation of the IROs

ENVIRONMENT
REDUCTION OF CARBON FOOTPRINT
Actual impact (-,+) Risks Opportunities
• The negative impact concerns the failure to reduce • Reputational or financial risks Not material
the Group’s GHG emissions, mainly in the Advanced due to a lack of commitments
Materials segment, or to remain in line with its or non-compliance with commitments
decarbonization pathway, which could have an impact to lower the Group’s GHG emissions
on the environment as a stakeholder. and adopt a decarbonization pathway
Across the whole value chain Value chain own operations
• The positive impact of Mersen’s rapidly expanding Time horizon: medium-term
sustainable activities, offering materials and components
that enable customers to save energy.
Across the whole value chain
MEASURES TO ADAPT TO CLIMATE CHANGE
Actual impact (+) Risks Opportunities
• The growth of sustainable development markets Not material • Generate revenues for
will have a positive impact on employees by providing sustainable development
them with new skills and knowledge. markets
Value chain own operations Downstream value chain
Time horizon: medium-term
WASTE MANAGEMENT AND CIRCULAR ECONOMY
Impact Risks Opportunities
Not material Significantly increased cost Integration of eco-design into
of raw materials product design
Upstream value chain Value chain own operations
Time horizon: short-term Time horizon: long-term
LABOR
DIVERSITY, INCLUSION AND EQUAL OPPORTUNITIES
Actual impact (+) Risks Opportunities
• Policies and action plans to prevent discrimination Not material • Increased employee
and promote diversity and inclusion are already in place engagement
and having a positive impact on employees. Value chain own operations
Value chain own operations Time horizon: medium-term
TRAINING AND SKILLS MANAGEMENT
Actual impact (+) Risks Opportunities
• Positive impact thanks to the implementation of a job Not material Not material
and career path management system to better anticipate
career development goals in relation to business needs.
Employees have a better idea which training courses
are best suited to their personal projects.
Value chain own operations
EMPLOYEE SAFETY AND WELL-BEING
Potential impact (+) Risks Opportunities
• Working conditions are constantly being improved through • Exposure of employees to hazards Not material
the health and safety management system. It helps that could cause work-related
to ensure a better level of workstation safety, prevent accidents and illnesses
work-related accidents and illnesses and improve Value chain own operations
employee performance. Time horizon: short-term
Value chain own operations
Time horizon: short-term
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VALUE CHAIN WORKING CONDITIONS
Potential impact (+) Risks Opportunity
• Mersen has a positive impact on its value chain Not material • Create a responsible
through initiatives to help suppliers and service providers supply chain
enhance their sustainability efforts. Value chain upstream
Value chain Upstream (Tier 1 suppliers) (Tier 1 suppliers)
Time horizon: medium-term Time horizon: medium-term
BUSINESS CONDUCT
BUSINESS ETHICS
Actual impact (+) Risks Opportunity
• Positive impact on employees qualifying for whistleblower • Employee failure to comply Not material
protection status. They are covered by provisions protecting with internal ethical rules
them against retaliation and will be encouraged to report Value chain own operations
situations that are potentially dangerous for the company Time horizon: short-term
and themselves.
Value chain own operations
OVER-REGULATION
Impact Risk Opportunity
Not material • Failure or lack of due diligence Not material
in the face of increased environmental
and labor regulations potentially
leading to local non-compliance
Value chain own operations
Time horizon: short-term
• Non-compliance with international
regulations, sanctions, embargoes,
export controls
Value chain own operations
Time horizon: short-term
RESPONSIBLE SUPPLY CHAIN
Actual impact (+) Risk Opportunity
• Mersen has a positive impact on its supply chain in terms Not material Not material
of whistleblower protection. The supply chain is governed
by provisions that protect whistleblowers from retaliation.
They are accordingly encouraged to report situations that
are potentially dangerous for the company and themselves.
Value chain Upstream (Tier 1 suppliers)
SOCIETAL
PRODUCT SAFETY AND SECURITY
Impact Risk Opportunity
Not material • Safety and security defects Not material
in products sold, particularly fuses
for the electric vehicle market
Value chain downstream
(EV market customers)
Time horizon: medium-term
RESPECT FOR HUMAN RIGHTS AND FUNDAMENTAL FREEDOMS
Potential impact (-) Risk Opportunity
• Potential negative impact of Mersen’s business due to a lack Not material Not material
of due diligence in certain countries, where the protection
of freedoms can be more easily undermined.
Value chain Upstream (Tier 1 suppliers) and own operations
Time horizon: medium-term
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Details on adjustments to Mersen’s strategy and business model ■ In the downstream value chain (see ESRS S4):
with respect to the IROs are provided in section 1.3.1. The Group has a highly diversified customer base spanning
In 2024, there were no significant financial adjustments to cash a wide range of markets and geographies. Consequently, its
flow due to risks or opportunities. short-term dependence on developments in the environmental
and societal transitions within its business sectors and markets
1.3.3.4. Resilience of strategy and business is diluted. As a result, the Group has limited vulnerability to
model these risks and a certain degree of flexibility in capitalizing on
The Group monitors and assesses its performance against these opportunities. Longer term, the Group is developing offers to
impacts and risks and seizes opportunities that align with its support the environmental transition, with a focus on the green
strategic objectives. Mersen’s strategy and business model are mobility, renewable energy and energy efficiency markets.
resilient and sustainable overall. Sustainability criteria such as decarbonization, resource
■ In the upstream value chain (see ESRS S2): conservation, safe use/operating conditions, human rights and
business ethics will increasingly be incorporated into innovation
The resilience of Mersen’s upstream chain is supported by programs. In the coming years, the Group will closely assess
a diversified and secure supply base. No supplier accounts the short-, medium- and long-term resilience of its systems
for more than 2% of its purchases (excluding CapEx), thus across the entire value chain for all its material IROs. Process
reducing the risk of dependency on a single source. The Group sensitivity to environmental and social disruptions will be
also favors dual sourcing for its raw materials and uses local analyzed, as well as the Group’s ability to adapt.
suppliers whenever possible to limit vulnerability to logistical
disruptions. ■ The Group’s ability to limit its negative impacts and maximize
its positive impacts
As part of its responsible supply chain process, Mersen gives
priority to recycled raw materials whenever possible. The With regard to environmental impact, the Group is introducing
graphite manufacturing process produces production residues, policies that enable it, internally, to limit its direct impact on
some of which are reused without additional processing in GHG emissions and resource depletion (see decarbonization
various production processes within the Group or in external levers in ESRS E1-1) and, externally, to offer resource-efficient
channels. This contributes to better resource management and services designed to support transitions (renewable energies,
waste reduction. industrial efficiency, etc.) (see ESRS E1, E5).

Innovation and eco-design also play a key role in Mersen’s With regard to labor impact, the Group has implemented various
strategy. The Group develops solutions to replace or reduce mechanisms for managing changing employee expectations in
the weight of certain components or raw materials with more terms of inclusion and skills development, while ensuring good
environmentally-friendly materials, while at the same time health and safety conditions (see ESRS S1).
ensuring performance. This approach helps to enhance the
sustainability of Mersen’s business model.
In addition, through its procurement charter for a sustainable
supply chain, Mersen makes sure that sustainability criteria are
built into the process of selecting and monitoring suppliers. The
Group carries out regular assessments to ensure compliance
with ethical, environmental and labor standards within its supply
chain.
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■ The Group’s ability to limit risk The analysis of the risk map highlights the Group’s ability
Every year, Mersen prepares a risk map that ranks risks to manage these risks and thus contributes to its resilience.
according to their level of criticality for the Group, if the The Group employs rigorous risk prevention and remediation
risk has occurred, and their likelihood of occurrence (see measures backed by: operational excellence, GHG emission
chapter 3, section 10). The list of identified risks is as follows: reduction targets and optimized natural resources management,
environmental management, employment and career path
• Geopolitical and macroeconomic instability management, a health and safety plan, ethics program and
• Risks related to our strategy to penetrate the electric vehicle training, etc. (see ESRS S1, E2).
market ■ The Group’s ability to capitalize on opportunities
• Product quality, safety and regulation The Group is a leader in its core product lines, which benefit
• Risks related to our expansion in the SiC market from significant market share. It primarily develops made-to-
measure products according to customer specifications,
• Reduction in the Group’s financial flexibility
The Group therefore supports their demands by proposing
• Dependence on certain production sites and/or certain especially energy-saving offers with low environmental impact.
suppliers To meet current and future environmental challenges, Mersen
• Competitive pressure and lower profitability in certain product is gradually introducing eco-design principles into new product
lines development.
• Risks related to ineffective management of technological In terms of labor relations, the Group conducts business in
development over 30 countries and prefers to hire local managers in order
to strengthen ties with customers. It seeks to ensure and
• Difficulty attracting and retaining experts
improve employee engagement – a key factor in the long-
• IT systems failure and cyberattacks term sustainability of its operations – notably through skills
• Ineffective integration of newly acquired companies development and inclusion policies.

• Human capital shortages for the growth plan In terms of labor relations, the Group primarily seeks to ensure
and improve employee engagement – a key factor in the long-
• Delayed rollout of environmental and climate policy term sustainability of its operations – notably through skills
• Major disputes and non-compliance issues development and inclusion policies.
The risk map includes scenarios whereby certain opportunities
or positive impacts may not occur in the relatively long term
1.3.3.5. Company-specific matters
due to internal or external factors. Under its double materiality assessment, the Group identified
over-regulation as a material matter related to the “Business
For example, the “Revenues for sustainable development conduct” issue.
markets” opportunity (see IRO table above) is contingent on
the Group’s ability to develop in such markets as renewable As this matter is not covered by the disclosure requirements
energy, green transport and semiconductors. In these markets, defined in ESRS G1, it has been considered specific to the
the Group has identified two risks: “Risks related to our strategy Group’s activities. The material risks associated with this specific
of penetrating the electric vehicle market” and “Risks related to material matter are as follows:
our expansion into the SiC market”. Both markets are emerging ■ Failure or lack of due diligence in the face of increased
markets whose growth could, for example, be hindered by the environmental and social regulations, leading to local
slow adoption of electric vehicles worldwide. non-compliance
The double materiality assessment also highlighted the ■ Non-compliance with international regulations, sanctions,
existence of two opportunities: “Increased employee embargoes, export control laws
engagement” and “Training and skills development” (see IRO
table). These opportunities could limit the identified risk of All other identified impacts, risks and opportunities are covered
“human capital shortage for the growth plan”, should this risk by the ESRS disclosure requirements.
materialize.
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1.4. Impact, risk and opportunity management (IRO)

1.4.1. Description of the processes For matters assessed as being material, the Group must explain:
to identify and assess material ■ Its dependencies and resilience in the face of these
impacts, risks and opportunities sustainability matters
(IRO-1) ■ Governance measures for managing the matters
Materiality is a key corporate governance concept that consists in ■ Current and future policies and actions to address each IRO
prioritizing matters deemed relevant and significant due to their ■ Objectives (targets) and their state of progress
potential impact on stakeholders, the environment or business
performance. The notion of double materiality introduced by the ■ Indicators common to all entities, specific to a sector or specific
CSRD broadens the concept by viewing a matter’s materiality to the company that measure its performance.
from two perspectives: (i) how it impacts a company’s financial In 2024, the Mersen group carried out its double materiality
performance and (ii) how it impacts society and the environment. assessment with the help of an external consulting firm in order
This exercise in prioritizing labor, societal, environmental and to ensure that its methodology was robust and objective. The
governance matters not only informs the Group’s CSR strategy but work was notably based on the single materiality assessment
also ensures its compliance with regulatory requirements, which performed in 2021 and on the Group risk map prepared in 2023
in turn strengthens the Group’s accountability to its stakeholders that includes sustainability risks.
and ecosystem.
Materiality is determined by assessing two distinct sets of criteria: 1.4.1.1. Double materiality methodology
Mersen’s double materiality assessment comprised four main
Financial materiality: the matter can present risks and/or
steps:
opportunities affecting the company’s financial development –
access to resources, relations with stakeholders, impacts on cash
Step 1: Value chain mapping and stakeholder
flow, product prices, etc. – or its reputation.
identification:
Impact materiality: the company can have a positive or negative A value chain common to the two segments (Advanced Materials
impact on people, society and the environment (e.g., excessive and Electrical Power) was established to map out areas where
groundwater extraction in a water-stressed area). sustainability issues could occur. Each step was defined taking
A matter can have double materiality, meaning that it can be into account the stakeholders, the geographical location of
material from both a financial and an impact perspective. the activities and the stakeholders and the potentially relevant
sustainability matters.
The stakeholders are described in ESRS 2 SBM-2.


Main stages in the value chain: Mersen group

UPSTREAM OWN OPERATIONS DOWNSTREAM

Supply R&D Transportation Processing Product
Production/Quality Marketing Distribution
& services Design and logistics & use end of life



Step 2: Identification of impacts, The documents analyzed were:
risks and opportunities ■ general frameworks: ISO 26000, Sustainable Development
Identifying sustainability matters Goals,
The ESRS-related “sustainability issues” (topics, sub-topics, ■ industry frameworks: WWF Biodiversity Risk Filter, MSCI(1),
sub-sub-topics) were selected following a preliminary assessment SASB(2), GRI(3),TNFD, IFRS(4), LRI(5),
which eliminated some matters deemed not relevant to the ■ regulatory items: EFRAG work, AR 16 list, CSRD Appendix A,
Group’s activities. This work was supplemented by a review of
relevant documentation. ■ peer/competitor benchmarks,
■ the Group’s 2021 materiality assessment.
The nature of each sustainability issue was classified according
to whether the topic affects society or the environment (impacts)
or Mersen (risks and opportunities).




(1) ESG Industry Materiality Map.
(2) Find Industry Topics.
(3) GRI Sector Program.
(4) Sustainability collection.
(5) Labor Rights Index.
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The impacts, risks and opportunities were reviewed with the Identifying dependencies
various Group departments in relation to Mersen’s situation and An initial identification of the Group’s dependencies on resources
its current risk map. (tangible and intangible) that affect its operations was carried out
Due to their large number, the sustainability issues were divided and organized the dependencies around five pillars (environment;
into categories, each of which potentially represents several labor; business conduct; societal, and other).
impacts, risks and/or opportunities. These dependencies are the result of efforts to classify the
If a matter is not listed in the ESRS but is potentially relevant to Group’s impacts, risks and opportunities.
Mersen, it has been added.

Pillar Dependencies

Environment • Natural resources used in products (petroleum derivatives, graphite, non-ferrous metals, etc.)
• Industrial process resources (electricity, water, gas)
• Evolving environmental protection regulations
• Areas that are water-stressed or exposed to extreme heatwaves or droughts
Labor • Employee skills
• Availability of resources in competitive employment areas
• Qualified candidates
• Schools and universities (to train and propose candidates)
Business conduct • Production capacity and supplier economic resilience
• Supervisory authorities
• Supply logistics by geographic zone
Societal • Customers (businesses)
• Supervisory authorities
• Relations with local site communities
• Understanding of CSR matters by suppliers and service providers
Other • Investors
• Banks
• Insurance


Step 3: Impact, risk and opportunity assessment Potential and actual impacts were assessed using the following
Impact assessments were carried out using two consultation criteria:
methods: ■ Magnitude: the severity or benefit of the impact.

Expert workshops ■ Scope: the extent of the impact, expressed as a percentage
The people invited to take part in the workshops were recognized of the affected individuals (employees, value chain workers,
experts in their fields, representative of the matters covered. consumers, etc.), sites (factories, suppliers, etc.) and/or
communities (neighboring or non-neighboring populations,
Six workshops were led by an independent consultant to assess including the environment, impacted by the company’s
the Group’s risks, opportunities and impacts on a scale of activities).
1 to 4, according to the criteria listed below. The rating scales were
adapted from Mersen’s risk mapping methodology. ■ Irremediable nature (negative impacts only): ability to return
to its original state.
The workshops covered the following topics: Labor relations,
Environment, Ethics, Upstream value chain, Downstream value ■ Likelihood: probability of the impact occurring over time.
chain and IT. ■ Evolution and time horizon: prediction of how the impact will
The exchanges resulted in a single assessment for each IRO, change over time (increase, remain the same or decrease) and
with no weighting of the individual responses. corresponding time horizon.

The methodology used is in line with CSRD requirements.
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IMPACTS

Criteria Evaluation scales Weighting Scales

The company’s impact on society and/or the environment is minor,
Low 1
with no harm/significant improvement.
The company’s impacts can visibly disrupt the smooth functioning
Magnitude Moderate 3
of society/environment/bring visible improvements and benefits
of impact
(negative/ The company brings to its stakeholders (society, environment), a strong
positive) Major 6 prejudice in case of impact which would penalize them in a significant
way/a strong benefit which enables them to develop significantly.
The company’s impact calls into question the viability/perpetuity
Critical 10
of its stakeholders/which is essential for its development
Less than 10% of individuals*, sites* and/or communities*
Limited 1
will be potentially affected by the impact
Between 10 and 25% of individuals, sites and/or communities
Average 3
Range will be potentially affected by the impact
(perimeter) Between 25% and 75% of individuals, sites and/or communities
Consequential 6
will be potentially affected by the impact
More than 75% of individuals, sites and/or communities will be potentially
Widespread 10
affected by the impact
Impacts can be easily restored to original condition or equivalent
Easy 1
within the fiscal year (<1 year).
Impacts can be corrected, despite temporary deterioration,
Repairability Average 3
e.g. if remediation more than a year.
(if negative
impacts) Remedial measures can restore a low level of equivalence to the original
Complex 6
condition, or over the long term (over 5 years old)
Corrective measures will not allow a return to the original condition
Impossible 10
or to a condition equivalent to original state.
Impacts would only occur in very exceptional cases (combination
Improbable 1
of several factors, including chance)
Impacts are likely to occur but remain rare, without repeated frequency
Rare 3
(no seasonality).
Probability Impacts could occur at a given time, for example during certain periods
Possible 6
of occurrence (high season, summer...).
Impacts will occur with certainty (e.g. once a year), or have already
Very likely 10
occurred
When impacts concern human rights, probability is not assessed
Human rights 10
(severity is the only criterion evaluated).
Short-term (fiscal year)
Time
Medium-term (1-5 years) N.A.
horizon
Long-term (>5 years)
* Individuals: employees, value chain collaborators, consumers, etc.; Sites: factories, suppliers, etc.; Communities: neighboring or non-neighboring populations, including
the environment, impacted by activities


The workshop participants use the following criteria to assess each risk or opportunity:
■ Level of risk or opportunity: assessment of Mersen’s overall risk/opportunity profile (financial, operational, reputational or regulatory).
■ Likelihood: probability of the risk and/or opportunity occurring, assessed as an adjusted likelihood (i.e., taking into account the context
of the company and its industry to justify the occurrence of the proposed scenarios). Likelihood is not assessed when the impact
concerns human rights, since severity takes precedence over the probability of occurrence.
■ Evolution and time horizon: prediction of how the risk/opportunity will change over time (increase, remain the same or decrease)
and the corresponding time horizon: short-term (fiscal year), medium-term (1-5 years) and long-term (> 5 years).
Verbatim comments were collected to illustrate the assessments.
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RISKS AND
OPPORTUNITIES

Criteria Evaluation scales Weighting Impact on reputation and/or value sharing Regulatory impact

Low 1 Limited impact (local) - No impact on share value Minor fine
Moderate 3 Limited impact (regional) - No impact on share value Moderate fine
Risk National impact but limited in time - moderate impact Fine / major penalty
severity High 6
on share value
National impact + headlines - Significant impact Interruption of a specific
Very high 10
on share value business activity
Potential minor impact on sales or profits.
Low 1 The company’s image may benefit on a limited scale
(little media coverage, a few employees or departments impacted
Significant impact on sales or profits or reputation,
Scope Moderate 3 and could bring positive media exposure for the company
of (employees, policyholders, business sector)
opportunity Substantial impact on sales or profits, leading to an adjustment of the company’s
High 6 service offering that could result in significant growth in sales and/or the number
of customers.
Vital impact for the company, necessary for the development and sustainability
Strategic 10
of its business model
Improbable 1 Probability below 10% and/or risk of occurrence are rather low.
Probability of 10-30% and/or risk have never occurred and are unlikely
Rare 3
Probability to occur within the next 3 years.
of 30-60% probability and/or risk may occur. Occurrence is difficult to estimate given
occurrence Possible 6
external factors beyond your control and/or risks may occur within the next 3 years.
Probability >60% and/or the risk has already occurred in the past and is likely
Very likely 10
to recur given the context and/or the risk will occur within 1 or 2 years.
Short-term (<1 year)
Time
Medium-term (1-5 years) N.A.
horizon
Long term (>5 years)


Online questionnaires 84 potential IROs identified
To broaden the analysis, an online questionnaire was sent to other The next stage involved the calculation of an average severity
internal stakeholders representative of the various activities of score, multiplied by the likelihood of occurrence.
the Advanced Materials and Electrical Power segments and the
On this basis, a materiality threshold of 30% was used to determine
countries in which the Group operates, in particular France, the
the materiality of an IRO. This threshold was considered indicative
United States and Mexico.
of the matter’s propensity to produce negative or positive effects
On the basis of the same criteria mentioned in the previous on the company or its environment. Furthermore, it is in line with
paragraph, the respondents were able to assess each matter the ranking methodology used to create the Mersen group’s risk
within their area of expertise from the standpoint of financial map (see chapter 3, section 10).
materiality (risks and opportunities).
Verbatim comments were collected to illustrate the assessments. 1.4.1.2. Governance involvement
The project was led by the CSR Committee, which includes the
Step 4: Consolidation of results Head of Internal Control. Several members of the Executive
The assessments of the sustainability matters and their impacts, Committee participated in the assessment process.
risks and opportunities were carried out by participants with broad After consolidation of the final results, Mersen gave a detailed
expertise and knowledge of the company and its impacts. presentation and explanation of the double materiality assessment
Ultimately around 30 contributors were involved in a forward- to the Audit and Accounts Committee, focusing in particular on
looking exercise via workshops and online questionnaires, with the differences between the single materiality assessment and
approximately 200 assessments collected throughout the process. the new double materiality assessment.
It should be noted that some of the ESRS themes were broken The Board of Directors was regularly consulted and kept informed
down into positive and negative impacts and rated according to of progress and results. At the end of 2024, it validated the results
these two visions in parallel. In the absence of an established of the double materiality assessment.
regulatory definition of a positive impact, the evaluation method These various exchanges enabled the administrative bodies
based on the assessment of internal stakeholders has led to a to acquire new skills for gaining a better understanding of
majority proportion of positive material impacts. In the future, expectations in terms of impact, risk and opportunity management
Mersen will study market practices regarding the treatment of (see ESRS 2 GOV).
positive impacts.
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The Group is positioning itself in energy transition markets, With regard to the climate, the issues evaluated were the reduction
particularly renewable energy and electric vehicles. To support of the carbon footprint (including energy) and adaptation to the
this goal, it has adopted a significant investment plan. effects of climate change.
In addition, Mersen is focusing on innovation and eco-design to This exercise was also based on Mersen’s risk mapping. (See
address customer challenges. Through its R&D department, it is chapter 3, paragraph 10)
developing eco-design techniques to minimize the environmental
The Group did not take into account IPCC climate scenarios for
impact of its product lines.
the identification of the transition risk “Absence or non-compliance
Mersen’s labor and societal policies, including the Purchasing with commitments related to the reduction of the Group’s GHG
Charter for a Sustainable Supply Chain, support its strategy to emissions and the adoption of a low-carbon trajectory”.
take care of its employees and establish business relationships
The material impacts, risks and opportunities assessed are as
(suppliers, customers) that comply with the Group’s sustainability
follows:
commitments.
■ Negative impacts:
Follow-up on action plans related to these opportunities is
communicated on a regular basis to the Board of Directors and Reduction of the carbon footprint
the Audit and Accounts Committee. The use of non-renewable electricity and fossil fuels in the graphite
production process results in direct and indirect emissions that
1.4.1.3. Methodological limitations can have a significant impact on the environment.
The double materiality assessment was intended to take account ■ Positive impacts:
of the Mersen group’s entire value chain. The positioning of the
IROs within the selected scope is presented in SBM-3. However, Reduction of the carbon footprint
while Mersen has reliable and detailed data on the IROs of its Mersen invests in the search for solutions that promote the growth
own operations, the materiality assessment of the upstream and of low-carbon sectors and contribute to the decarbonization of
downstream value chain was largely qualitative and based on its customers (solutions that contribute to the progress of solar
the knowledge of internal experts. In the future, if information photovoltaic energy and the manufacture of generators for
from comparable companies or external data sources becomes wind turbines, improvement of the performance and reliability
available, the Group could carry out a more detailed assessment of equipment and infrastructure for new modes of urban public
of its double materiality. transport and electric vehicles).
The consultation process used to identify the material IROs was Adaptation to the effects of climate change
based on a robust and rigorous methodology with the support
The development of sustainable development markets contributes
of in-house experts. The participation of affected external
both to the Group’s resilience and to the climate resilience of its
stakeholders will be considered when updating the double
customers.
materiality assessment.
On the one hand, the Group, through its decarbonized approach,
Although the materiality exercise is defined by the CSRD, it may
limits its dependence on climatic hazards and thus makes the
be necessary to update the assessments of certain matters or
jobs of its employees more sustainable, and on the other hand,
criteria due to future regulatory disclosure requirements and
it develops new expertise and skills, a real driving force for
developments in this field. Mersen will review its double materiality
transformation and transition in the sector.
assessment at least every three years and will incorporate any
significant changes that have occurred in the interim. ■ Risks:
Lastly, the scope used for this initial assessment is the Group as a Reduction of the carbon footprint
whole. In a subsequent update, certain matters could be reviewed Failure to monitor GHG emissions and non-compliance with the
within a limited scope in order to identify where material scenarios company’s legal obligations could result in the loss of certain
are more concentrated: region, country or activity. business relationships.

1.4.1.4. IRO details for environmental ■ Opportunities:
and governance issues Adaptation to climate change
ESRS E1 Climate change Mersen designs and manufactures products, a significant portion
of which serves sustainable development markets. The resulting
Description of the process of identifying and assessing revenue generation is a key opportunity for the Group’s ambition to
impacts, risks and opportunities (IROs) on climate change, actively contribute to the transition to a low-carbon economy, while
in particular on GHG emissions (E1-6) positioning the Group as a responsible and innovative player.
The identification and assessment of material climate-related
impacts, risks and opportunities were carried out as part of a dual Description of the process for identifying physical risks
materiality analysis, with the support of a specialized consulting related to climate change
firm (see details in ESRS2 - IRO 1). After mapping the value chain In 2021, the Group mapped the exposure of its 14 main assets to
and identifying the associated stakeholders, the Group selected extreme weather events with the help of an external firm. A rating
and defined the ORIs, based on a sectoral benchmark, and from 0 (no risk) to 5 (very high risk) using Nathan (now Natural
identified our dependencies. The assessment of climate-related Hazards Edition) maps from Munich Re was established for the
ORIs was carried out by the selected internal stakeholders using following extreme weather events: earthquake, winter storm, hail,
two complementary methods: an online questionnaire and focus lightning, tornado, cyclone, volcano, fire, flood, tsunami.
groups of internal experts.
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The Juarez site in Mexico has been assessed as having a very the gross reporting approach are exceptionally allowed for
high risk level with regard to flooding. It is one of the Group’s most environmental impacts if effective preventive barriers are already
important assets and has the largest workforce. Consequently, the in place (investments) and have become an inherent part of
Group has decided to carry out an in-depth risk analysis of this operations, allowing for a reduction in the severity of an impact
site in 2023, with a long-term horizon of 2040, following the IPCC’s and the likelihood of it occurring.
RCP 8.5 scenario (global warming of +4-5°C by 2100), compared
to the reference scenario modeled over the period 1971-2000. As ESRS E3 Water and marine resources
a result, this site is exposed but not vulnerable to flooding. The (non-material)
site is exposed and vulnerable to rising temperatures and extreme The Group focused its assessment on its sites, its own activities
heat by 2040. Nevertheless, the two impacts identified concern and part of its upstream value chain. The conclusions were as
the well-being of employees and the use of air conditioning, and follows:
do not generate any anticipated material financial effects.
■ The weight and cost of raw materials having a critical or high
Overall, Mersen’s main assets appear to have little exposure and, water footprint in the upstream value chain (e.g., copper and
as a result, the Group has assessed that the gross physical risks aluminum) are low in relation to the Group’s total purchases.
related to the climate are non-material according to the knowledge
■ Group sites located in areas of high or extremely high water
available to date. Nevertheless, while the exposure of the sites
stress have not, in the past, recorded significant pressures
was assessed in 2021, vulnerability was only studied for Juarez.
on local resources or with the communities sharing these
The non-materiality is therefore based to date on exposure results
resources.
but not on vulnerability analysis, except for Juárez, which was the
case to be studied as a priority. The Songjiang site is theoretically However, in the coming years, the Group will play close attention
exposed to coastal flooding, but its vulnerability appears to be to the evolution of water stress zones and possibly carry out
reduced by the active adaptation actions of the local authorities. further analyses with a long-term view.
In-depth knowledge of the physical risks for certain other sites of In 2024, the Group rated the water issue as temporarily
the Mersen group is a possibility for the future. non-material.
ESRS E2 Pollution (non-material) The stakeholders consulted were mainly internal (see section 1.4).
Mersen assessed the impacts, risks and opportunities of pollution
ESRS E4 Biodiversity and ecosystems (non-material)
at all its industrial sites. It concluded that pollution-related impacts
are either low or negligible based on the following: Impacts on the Group’s own operations were assessed according
to the criteria presented in Step 3 of section 1.4.1.1 – Assessment
■ Water pollution: negligible since wastewater discharges of Impacts, Risks and Opportunities. Biodiversity impacts have
comprise cooling water from industrial processes that do not been deemed not material as Mersen’s own operations do
contain pollutants. not contribute significantly to biodiversity erosion. Mersen’s
■ Air pollution: production sites must comply with emission limit activities do not require land artificialization or land-use change,
values specified in their operating permits. Except on a few the introduction of invasive species or the direct exploitation of
occasions, the monitoring results were below the threshold biological resources.
values. In addition, the sites are equipped with fixed installations The Group’s dependencies are described in section 1.4.1.1. No
for processing or mitigating atmospheric emissions to ensure dependencies on biodiversity were identified by the Group.
compliance with limits.
The Group identified one risk concerning “Potential impacts
■ Soil pollution: the Group considers an impact to be synonymous on biodiversity in and around the site”. The materiality of this
with a clean-up obligation. risk was assessed according to the criteria presented in Step
At the end of 2024, clean-up operations were still underway at 3. Given the low probability of reputational or financial impact
one site where the contamination originated prior to its acquisition from controversies over non-compliance, due to the fact that the
by Mersen. The land and buildings are owned by the Group, Group’s own operations have no significant impact on biodiversity,
but the business operations have been sold to a third party. the risk was assessed as non-material. No systemic risks were
With the exception of this one case, there are no other clean-up examined.
obligations at this time. Mersen applies industrial risk management Mersen only consulted with internal stakeholders. The Group did
procedures to identify, eliminate or reduce the risk of soil pollution. not identify any communities affected by its activities in terms of
Confirmed cases of pollution were inherited by the Group from biodiversity, as its activities do not involve any significant alteration
prior activities and are being monitored. Consequently, the of ecosystems. No biodiversity-related incidents were reported at
probability of a clean-up obligation occurring has been rated any of the sites during the year.
unlikely. With regard to raw materials sourcing, the impact on biodiversity
In conducting its double materiality assessment, the Group asked remains limited, seeing that the volumes of purchases of raw
questions of internal stakeholders with subject matter expertise, materials with a high biodiversity footprint(1) represent a small
via workshops and online questionnaires (see section 1.4) proportion of the Mersen group’s total purchases. In the future,
the Group will seek to benchmark itself against its industry peers.
The Group has rated the pollution topic as non-material. Under
the ESRS standards (and EFRAG guidelines), deviations from




(1) Raw materials such as aluminum, copper, nickel, silver, steel and zinc.
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Due to the nature of its operations and its small environmental The assessment criteria are described in Step 3.
footprint on biodiversity, the Group considers the risk of a negative
The Group did not engage with any external stakeholders as part
impact on biodiversity and local communities to be low.
of its double materiality assessment (see section 1.4.1.3).
In the coming years, the Group will widen its impact assessment
The Group designs and develops its products and solutions
to include the entire value chain.
through ongoing, in-depth technical relationships with its end-
In 2021, the Group conducted a site inventory based on their user customers. The company’s innovation enables it to meet
proximity to protected areas. Three sites (Cabreuva in Brazil, the requirements of its stakeholders, the users of its products,
La Mure and Saint-Loup-de-Naud in France) are located within which have historically evolved to take increasing account of
protected areas. Ten other(1) sites are situated less than a kilometer the use of resources. Our partners’ expectations in terms of the
away and are located in the following countries: Canada, South circular economy are identified through sector-specific market
Korea, Spain, France, Tunisia and the United States. All sites studies and discussions during commercial consultations. As a
have received detailed information on their positions and their result, some of our product lines have increased their lifespan,
responsibility with respect to biodiversity. incorporated a higher degree of recyclability, and been integrated
No site reported biodiversity loss in 2024. into our customers’ systems using less energy, materials or water.

The St-Loup-de-Naud site is no longer in operation; ESRS G1: Business conduct
decontamination work is in progress for operations predating The material impacts (actual or potential), risks and opportunities
Mersen. in relation to ESRS G1 were initially derived from a selection of
The La Mure site was certified to ISO14001, and an employee CSR topics that may apply to Mersen, including:
awareness campaign was conducted to highlight the zone’s ■ Business ethics
designation as a natural area of ecological, faunal and floristic
■ Political influence and lobbying activities
interest (ZNIEFF) on the Matheysin plateau.
■ Over-regulation
Located in the heart of a designated environmental region (Area
de Proteção Ambiental – APA), the Cabreúva site in Brazil ■ Responsible supply chain
has conducted a number of initiatives aimed at protecting the The impacts were assessed with the help of internal stakeholders
environment and biodiversity in this protected space. They focus knowledgeable about the subject matter, via questionnaires
on two main objectives: and workshops. Impact materiality was assessed according to
■ Preservation and responsible use of water: sustainable water four parameters: magnitude, scope, irremediable nature (in the
management, collection of rainwater in a 60,000-liter tank, use event of a negative impact) and probability of occurrence. Risks
of recovered water for garden irrigation, natural groundwater were assessed according to their severity, while opportunities
recharge. were assessed according to the magnitude of their effects, their
likelihood of occurrence and their evolution over time.
■ Development of beehives and pollinator gardens: employee and
community campaigns stressing the importance of pollination, The matter of political influence and lobbying activities was found
planting of nectar-rich flowers, preservation of habitats for bees to be non-material.
and other pollinators, installation of five “Jataí” beehives in Impacts
August 2023.
The Group has a real positive impact in terms of business ethics,
ESRS E5 Resource use and circular economy particularly on employees, who can qualify for whistleblower status
Given the different nature of its activities, the Group assessed the and rely on a support structure to protect them. This encourages
major impacts, risks and opportunities related to resource use employees to report situations that are potentially dangerous for
and the circular economy at the level of each of the Advanced both the company and themselves.
Materials and Electrical Power segments. Each segment identified The Group also has a real and positive impact in terms of
a major financial impact in terms of resource inflows, based on responsible supply chain management, thanks to its responsible
the fact that they account for a significant share of total production practices in selecting suppliers (Tier 1) and its sustainable sourcing
costs, and a major financial opportunity arising from the gradual policy. It is a reflection of the strong partnerships between Mersen
integration of eco-design into product development. Resource and its suppliers in ensuring sustainable sources of supply.
outflows were also analyzed and considered to be not material;
nevertheless, information on waste is included in the report (see
ESRS E5).




(1) In 2021, another industrial site was located near a protected area. It ceased operating in September 2024.
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The Group exerts a positive influence on its supply chain through 1.4.2. Disclosure Requirements in ESRS
its purchasing policy and its Purchasing Charter for a Sustainable
Supply Chain. In addition, its whistleblower protection policy
covered by the undertaking’s
covers the upstream and downstream value chains. sustainability statement (IRO-2)
There is, however, a potential negative impact related to the failure 1.4.2.1. Methodology for disclosing important
of our suppliers and subcontractors to respect human rights. It information
should be noted that the Group has a very broad supplier base and
The Group relied on the expertise of an external firm to compile
that the biggest supplier accounts for less than 1% of purchases.
a list of all material ESRS datapoints and classify them as either
Risks and opportunities “information for disclosure”, “optional”, “not material” (certain
Risks identified as material were linked to the issues of business datapoints may be not material within a material ESRS) or “not
ethics and over-regulation. These risks are primarily: concerned”.

■ Employee non-compliance with internal ethical rules. This risk Then, for each ESRS and its material IROs, the steering committee
is effectively supported through such guidelines as the Code assembled experts from each field to analyze any differences
of Ethics, the Anti-Corruption Code and the manual on anti- with respect to available information (mainly the 2023 URD) and
competitive practices, as well as various procedures relating to classify them as either “consistent”, “partially consistent”, “present
conflicts of interest, donations, patronage, gifts and hospitality, but not consistent” or “absent”.
in accordance with France’s Sapin II law. The characterization of impacts of a positive or negative nature
■ Failure or lack of due diligence in the face of increased has not been retained as a criterion for selecting the material
environmental and social regulations, leading to local information to be published according to the applicable material
non-compliance. IROs and standards. Wherever information is useful in translating
the management of material IROs, it has been retained.
■ Non-compliance with international regulations, sanctions,
embargoes, export controls The risk of non-compliance with Lastly, the working groups prioritized how data would be integrated
international regulations related to sanctions, embargoes into the 2024 sustainability report based on several situations:
and export controls is managed through rigorous procedures ■ Some information concerns topics (policies, actions, objectives,
(OFAC rules, embargoes, exports of dual-use products, indicators) addressed by the Group in 2024, or even earlier.
export controls), awareness initiatives and training manuals This data is disclosed in the report.
for operational teams.
■ Some information concerns items that were not addressed by
The assessment did not identify any opportunities related to the the Group in 2024 or before, but will be in future years. In this
business conduct topic. case, a justification is provided in the report.
The information for disclosure was mapped in relation to the
material IROs identified and the flow chart in Appendix E, ESRS 1.

1.4.2.2. List of material issues and concordance with the applicable ESRS

Material issues Materiality Material ESRS

Reduction of carbon footprint I/F E1
Measures to adapt to climate change I/F E1
Waste management and circular economy F E5
Diversity, inclusion and equal opportunity I/F S1
Training and skills development I S1
Employee safety and well-being I/F S1
Working conditions of workers in the value chain I/F S2
Product safety and security F S4
Respect for human rights and fundamental freedoms I S1 and S2
Business ethics I/F G1
Responsible supply chain I G1
Over-legislation F G1
I: Impact, F: Financial

Material ESRS:
E1 Climate change
E5 Resource use and circular economy
S1 Own workforce
S2 Workers in the value chain
S4 Consumers and end-users
G1 Business conduct
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1.4.2.3. ESRS 2 IRO annexes
Appendix 1: List of Disclosure Requirements applicable to Mersen

Disclosure Report
ESRS Requirements Full name of the Disclosure Requirement section

BP 1 General basis for preparation of sustainability statements 1.1.1
BP 2 Disclosures in relation to specific circumstances 1.1.2
GOV-1 The role of the administrative, management and supervisory bodies 1.2.1
GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, 1.2.2
management and supervisory bodies
GOV-3 Integration of sustainability-related performance in incentive schemes 1.2.3
ESRS 2 GOV-4 Statement on due diligence 1.2.5
GOV-5 Risk management and internal controls over sustainability reporting 1.2.4
SBM-1 Strategy, business model and value chain 1.3.1
SBM-2 Interests and views of stakeholders 1.3.2
SBM-3 Significant IROs and their interaction with strategy and business model 1.3.3
IRO-1 Description of the process to identify and assess material impacts, risks and opportunities 1.4.1
IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement 1.4.2
E1-1 Transition plan for climate change mitigation 2.2.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 2.1.3
ESRS 2 IRO-1 Description of the processes to identify and assess material climate-related impacts, 1.4.1.4
risks and opportunities
E1-2 Policies related to climate change mitigation and adaptation 2.1.4
E1 E1-3 Actions and resources in relation to climate change policies 2.1.5
E1-4 Targets related to climate change mitigation and adaptation 2.1.6
E1-5 Energy consumption and mix 2.1.7
E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions 2.1.8
E1-7 GHG removals and GHG mitigation projects financed through carbon credits 2.1.9
E1-8 Internal carbon pricing 2.1.10
ESRS 2 IRO-1 Description of the processes to identify and assess material resource use and circular
economy-related impacts, risks and opportunities
E5-1 Policies related to resource use and circular economy 2.2.1
E5 E5-2 Actions and resources related to resource use and circular economy 2.2.2
E5-3 Targets related to resource use and circular economy 2.2.3
E5-4 Resource inflows 2.2.4
E5-5 Resource outflows 2.2.5
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Disclosure Report
ESRS Requirements Full name of the Disclosure Requirement section

ESRS 2 SBM-2 Interests and views of stakeholders 3.1.1
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.1.2
S1-1 Policies related to own workforce 3.1.3
S1-2 Processes for engaging with own workers and workers’ representatives about impacts 3.1.4
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 3.1.5
S1-4 Taking action on material impacts, and approaches to mitigating material risks and pursuing 3.1.6
material opportunities related to affected communities, and effectiveness of those actions
and approaches
S1-5 Targets related to managing material negative impacts, advancing positive impacts 3.1.8
S1 and managing material risks and opportunities
S1-6 Characteristics of the undertaking’s employees 3.1.9
S1-9 Diversity metrics 3.1.10
S1-12 Persons with disabilities 3.1.11
S1-13 Training and skills development metrics 3.1.12
S1-14 Health and safety metric 3.1.13
S1-15 Work-life balance metrics 3.1.14
S1-16 Compensation metrics (pay gap and total remuneration) 3.1.15
S1-17 Incidents, complaints and severe human rights impacts 3.1.16
ESRS 2 SBM-2 Interests and views of stakeholders 1.3.2
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.2.1
S2-1 Policies related to value chain workers 3.2.2
S2-2 Processes for engaging with value chain workers about impacts 3.2.3
S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 3.2.4
S2
S2-4 Taking action on material impacts on value chain workers, and approaches to managing material 3.2.5
risks and pursuing material opportunities related to value chain workers, and effectiveness
of those actions
S2-5 Targets related to managing material negative impacts, advancing positive impacts, and 3.2.6
managing material risks and opportunities
ESRS 2 SBM-2 Interests and views of stakeholders 1.3.2
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 3.3.1
S4-1 Policies related to consumers and end-users 3.3.2
S4-2 Processes for engaging with consumers and end-users about impacts 3.3.3
S4-3 Processes to remediate negative impacts and channels for consumers and end-users to raise 3.3.4
S4 concerns
S4-4 Taking action on material impacts on consumers and end-users, and approaches to managing 3.3.5
material risks and pursuing material opportunities related to consumers and end-users,
and effectiveness of those actions
S4-5 Targets for managing material negative impacts, promoting positive impacts and managing 3.3.6
material risks and opportunities
ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 4.1
ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 4.2
G1-1 Corporate culture and business conduct policies 4.3
G1 G1-2 Management of relationships with suppliers 4.4
G1-3 Prevention and detection of corruption and bribery 4.5
G1-4 Incidents of corruption or bribery 4.6
G1-6 Payment practices 4.7
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Annex II (Appendix B of ESRS 2) List of datapoints in cross-cutting and topical standards that derive
from other EU legislation

Benchmark
SFDR Pillar 3 Regulation EU Climate Report
Disclosure Requirement Datapoint reference reference reference Law reference section

ESRS 2 GOV-1 21d Indicator number 13, Delegated Regulation (EU) 1.2.1.1
Board’s gender diversity Table #1 of Annex I 2020/1816, Annex II
ESRS 2 GOV-1 21e Indicator number 10, Delegated Regulation (EU) 1.2.1.1
Percentage of board members Table #1 of Annex I 2020/1816, Annex II
who are independent
ESRS 2 GOV-4 30 Indicator number 10, 1.2.4
Statement on due diligence Table #3 of Annex I
ESRS 2 SBM-1 40 (d) i Indicator number 4, Article 449a Regulation (EU) No 575/2013; Delegated Regulation (EU) Not material
Involvement in activities related Table #1 of Annex I Commission Implementing Regulation (EU) 2020/1816, Annex II
to fossil fuel activities 2022/2453 paragraph 6;Table 1: Qualitative
information on Environmental risk and Table 2:
Qualitative information on Social risk
ESRS 2 SBM-1 40 (d) iii Indicator number 9, Delegated Regulation (EU) Not material
Involvement in activities related Table #2 of Annex I 2020/1816, Annex II
to chemical production
ESRS 2 SBM-1 40 (d) iii Indicator number 14, Delegated Regulation (EU) Not material
Involvement in activities related Table #1 of Annex I 2020/1818 (7), Article 12(1)
to controversial weapons Delegated Regulation (EU)
2020/1816, Annex II
ESRS 2 SBM-1 40 (d) iv Delegated Regulation (EU) Not material
Involvement in activities related 2020/1818, Article 12(1)
to cultivation and production of tobacco Delegated Regulation (EU)
2020/1816, Annex II
ESRS E1-1 14 Regulation (EU) 2.1.2
Transition plan to reach climate 2021/1119,
neutrality by 2050 Article 2(1)
ESRS E1-1 16 (g) Article 449a Regulation (EU) No 575/2013; Delegated Regulation (EU) 2.1.2.4
Undertakings excluded Commission Implementing Regulation (EU) 2020/1818, Article12.1 (d)
from Paris-aligned Benchmarks 2022/2453 Template 1: Banking book – to (g), and Article 12.2
Climate change transition risk: Credit quality
of exposures by sector, emissions and residual
maturity
ESRS E1-4 34 Indicator number 4, Article 449a Regulation (EU) No 575/2013; Delegated Regulation (EU) 2.1.6
GHG emission reduction targets Table #2 of Annex I Commission Implementing Regulation (EU) 2020/1818, Article 6
2022/2453 Template 3: Banking book – Climate
change transition risk: alignment metrics
ESRS E1-5 38 Indicator number 2.1.7
Energy consumption from fossil 5, Table #1 and
sources disaggregated by sources Indicator number 5,
(only high climate impact sectors) Table #2 of Annex I
ESRS E1-5 37 Indicator number 5, 2.1.7
Energy consumption and mix Table #1 of Annex I
ESRS E1-5 40 to 43 Indicator number 6, 2.1.7.4
Energy intensity associated with activities Table #1 of Annex I
in high climate impact sectors
ESRS E1-6 44 Indicators number 1 Article 449a Regulation (EU) No 575/2013; Delegated Regulation (EU) 2.1.8
Gross Scope 1, 2, 3 and Total GHG emissions and number 2, Commission Implementing Regulation (EU) 2020/1818, Article 5(1),
Table #1 of Annex I 2022/2453 Template 1: Banking book – Climate 6 and 8(1)
change transition risk: Credit quality of
exposures by sector, emissions and residual
maturity
ESRS E1-6 53 to 55 Indicator number 3, Article 449a Regulation (EU) No 575/2013; Delegated Regulation (EU) 2.1.8
Gross GHG emissions intensity Table #1 of Annex I Commission Implementing Regulation (EU) 2020/1818, Article 8(1)
2022/2453 Template 3: Banking book – Climate
change transition risk: alignment metrics
ESRS E1-7 56 Regulation (EU) 2.1.9
GHG removals and carbon credits 2021/1119,
Article 2(1)
ESRS E1-9 66 Delegated Regulation Not disclosed
Exposure of the benchmark portfolio (EU) 2020/1818, Annex II
to climate-related physical risks Delegated Regulation (EU)
2020/1816, Annex II
ESRS E1-9 66 (c) Article 449a Regulation (EU) No 575/2013; Not disclosed
Disaggregation of monetary amounts Commission Implementing Regulation (EU)
by acute and chronic physical risk 2022/2453 paragraphs 46 and 47; Template 5:
ESRS E1-9 Location of significant assets Banking book – Climate change physical risk:
at material physical risk Exposures subject to physical risk.
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Benchmark
SFDR Pillar 3 Regulation EU Climate Report
Disclosure Requirement Datapoint reference reference reference Law reference section
ESRS E1-9 67 (c) Article 449a Regulation (EU) No 575/2013; Not disclosed
Breakdown of the carrying Commission Implementing Regulation (EU)
value of its real estate assets 2022/2453 paragraph 34; Template 2: Banking
by energy-efficiency classes book – Climate change transition risk: Loans
collateralised by immovable property – Energy
efficiency of the collateral
ESRS E1-9 69 Delegated Regulation (EU) Not disclosed
Degree of exposure of the portfolio 2020/1818, Annex II
to climate- related opportunities
ESRS E2-4 28 Indicator number 8, Not material
Amount of each pollutant listed in Annex II Table #1 of Annex I;
of the E-PRTR Regulation (European Indicator number 2,
Pollutant Release and Transfer Register) Table #2 of Annex I;
emitted to air, water and soil Indicator number 1,
Table #2 of Annex I;
Indicator number 3,
Table #2 of Annex I
ESRS E3-1 9 Indicator number 7, Not material
Water and marine resources Table #2 of Annex I
ESRS E3-1 13 Indicator number 8, Not material
Dedicated policy Table #2 of Annex I
ESRS E3-1 14 Indicator number 12, Not material
Sustainable oceans and seas Table #2 of Annex I
ESRS E3-4 28 (c) Indicator number 6.2, Not material
Total water recycled and reused Table #2 of Annex I
ESRS E3-4 29 Indicator number 6.1, Not material
Total water consumption in m3 Table #2 of Annex I
per net revenue on own operations
ESRS 2 – SBM 3 – E4 16 (a)i Indicator number 7, Not material
Table #1 of Annex I
ESRS 2 – SBM 3 – E4 16 (b) Indicator number 10, Not material
Table #2 of Annex I
ESRS 2 – SBM 3 – E4 16 (c) Indicator number 14, Not material
Table #2 of Annex I
ESRS E4-2 24 (b) Indicator number 11, Not material
Sustainable land/agriculture practices or policies Table #2 of Annex I
ESRS E4-2 24 (c) Indicator number 12, Not material
Sustainable oceans/seas practices or policies Table #2 of Annex I
ESRS E4-2 24 (d) Indicator number 15, Not material
Policies to address deforestation Table #2 of Annex I
ESRS E5-5 37 (d) Indicator number 13, 2.2.5.2
Non-recycled waste Table #2 of Annex I
ESRS E5-5 39 Indicator number 9, 2.2.5.2
Hazardous waste and radioactive waste Table #1 of Annex I
ESRS 2 – SBM3 – S1 14 (f) Indicator number 13, 3.1.3.6
Risk of incidents of forced labor Table #3 of Annex I
ESRS 2 – SBM3 – S1 14 (g) Indicator number 12, 3.1.3.6
Risk of incidents of child labor Table #3 of Annex I
ESRS S1-1 20 Indicator number 3.1.3.6
Human rights policy 9, Table #3 and
commitments Indicator number 11,
Table #1 of Annex I
ESRS S1-1 21 Delegated Regulation (EU) 3.1.3.6
Due diligence policies on issues addressed 2020/1816, Annex II
by the fundamental International Labour
Organization Conventions 1 to 8
ESRS S1-1 22 Indicator number 11, 3.1.3.6
Processes and measures for preventing Table #3 of Annex I
trafficking in human beings
ESRS S1-1 23 Indicator number 1, 3.1.3.5
Workplace accident prevention policy Table #3 of Annex I
or management system
ESRS S1-3 32 (c) Indicator number 5, 3.1.5.2
Grievance/complaints handling mechanisms Table #3 of Annex I
ESRS S1-14 88 (b) and Indicator number 2, Delegated Regulation (EU) 3.1.13
Number of fatalities and number (c) Table #3 of Annex I 2020/1816, Annex II
and rate of work-related accidents
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Benchmark
SFDR Pillar 3 Regulation EU Climate Report
Disclosure Requirement Datapoint reference reference reference Law reference section
ESRS S1-14 88 (e) Indicator number 3, 3.1.13
Number of days lost to injuries, accidents, Table #3 of Annex I
fatalities or illness
ESRS S1-16 97 (a) Indicator number 12, Delegated Regulation (EU) 3.1.15.1
Unadjusted gender pay gap Table #1 of Annex I 2020/1816, Annex II
ESRS S1-16 97 (b) Indicator number 8, 3.1.15.2
Excessive CEO pay ratio Table #3 of Annex I
ESRS S1-17 103 (a) Indicator number 7, 3.1.16
Incidents of discrimination Table #3 of Annex I
ESRS S1-17 104 (a) Indicator number Delegated Regulation 3.1.16
Non-respect of UNGPs on Business 10, Table #1 and (EU) 2020/1816, Annex II
and Human Rights principles Indicator number 14, Delegated Regulation (EU)
and OECD guidelines Table #3 of Annex I 2020/1818 Art 12 (1)
ESRS 2 – SBM3 – S2 11 (b) Indicators number 3.2.1
Significant risk of child labor 12 and number 13,
or forced labor in the value chain Table #3 of Annex I
ESRS S2-1 17 Indicator number 3.2.2
Human rights policy commitments 9, Table #3 and
Indicator number 11,
Table #1 of Annex I
ESRS S2-1 18 Indicator number 11 3.2.2
Policies related to value chain workers and number 4, Table
#3 of Annex I
ESRS S2-1 19 Indicator number 10, Delegated Regulation 3.2.2
Non-respect of UNGPs on Business Table #1 of Annex I (EU) 2020/1816, Annex II
and Human Rights principles Delegated Regulation (EU)
and OECD guidelines 2020/1818 Art 12 (1)
ESRS S2-1 19 Delegated Regulation (EU) 3.2.2
Due diligence policies on issues addressed 2020/1816, Annex II
by the fundamental International Labour
Organization Conventions 1 to 8
ESRS S2-4 36 Indicator number 14, 3.2.5
Human rights issues and incidents Table #3 of Annex I
connected to its upstream
and downstream value chain
ESRS S3-1 16 Indicator number 9, Not material
Human rights policy commitments Table #3 of Annex I
and Indicator number
11, Table #1 of
Annex I
ESRS S3-1 17 Indicator number 10, Delegated Regulation Not material
Non-respect of UNGPs on Business Table #1 of Annex I (EU) 2020/1816, Annex II
and Human Rights, ILO principles Delegated Regulation (EU)
or OECD guidelines 2020/1818 Art 12 (1)
ESRS S3-4 36 Indicator number 14, Not material
Human rights issues and incidents Table #3 of Annex I
ESRS S4-1 16 Indicator number 3.2.2
Policies related to consumers 9, Table #3 and
and end-users Indicator number 11,
Table #1 of Annex I
ESRS S4-1 17 Indicator number 10, Delegated Regulation Not material
Non-respect of UNGPs on Business Table #1 of Annex I (EU) 2020/1816, Annex II
and Human Rights principles Delegated Regulation (EU)
and OECD guidelines 2020/1818 Art 12 (1)
ESRS S4-4 35 Indicator number 14, 3.3.5
Human rights issues and incidents Table #3 of Annex I
ESRS G1-1 10 (b) Indicator number 15, 4.3.6
United Nations Convention against Corruption Table #3 of Annex I
ESRS G1-1 10 (d) Indicator number 6, 4.3.6.5
Protection of whistle-blowers Table #3 of Annex I
ESRS G1-4 24 (a) Indicator number 17, Delegated Regulation (EU) 4.6
Fines for violation of anti-corruption Table #3 of Annex I 2020/1816, Annex II
and anti-bribery laws
ESRS G1-4 24 (b) Indicator number 16, 4.5
Standards of anti-corruption and anti-bribery Table #3 of Annex I
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Appendix 3: Incorporations by reference

Publication requirements Reference to other sections (URD) outside the sustainability report
Identity of administrative/management/supervisory bodies Chapter 2: Corporate governance report,
or of the person within a body responsible for overseeing IROs Paragraph 1.1.3
(ESRS 2 GOV-1)
Integrating sustainability performance into incentive systems Chapter 2: Corporate governance report,
(ESRS 2 GOV-3) Paragraph 2.1.4.2
Resilience of the company’s strategy and business model: Chapter 3: Management report, Paragraph 10
ability to limit risks (ESRS 2 SBM-3)
Extent and manner in which the procedure for identifying, Chapter 3: Management report, Paragraph 10
assessing and managing IROs is integrated into the company’s
overall risk management process and used to assess the company’s
overall risk profile and risk management procedures (ESRS 2 IRO-1)
Turnover used to calculate energy intensity and GHG emissions Chapter 6: Consolidated financial statements,
intensity (E1-5; E1-6) Consolidated income statement section
CapEx reconciliation with financial statements (Taxonomy) Chapter 3: Management report, Paragraph 4
Reconciliation of taxonomy turnover and sustainable Chapter 1: Business model
development turnover (Taxonomy)
Payment practices (G1-6) Chapter 3: Management report, Paragraph 13.2
Chapter 6: Consolidated financial statements, Note 11


Appendix 4: Partial or unpublished information
ESRS Partial or unpublished information Data types Status

E5 Product life cycle Quantitative Partially published, to be completed by 2025
(see section E5-5 paragraph 2.2.1.2)
E5 Recyclability of products and packaging Quantitative Partially published, to be completed by 2025
(see section E5-5 paragraph 2.2.4.2)
G1 Recyclability of products and packaging Quantitative Published according to a French regulatory
(see section E5-5 paragraph 2.2.4.2) definition and on the Mersen SA perimeter,
will be completed for 2025.


Appendix 5: 2022-2027 roadmap
Priority commitments Ambition 2027 target (versus 2022)

Responsible partner Improve social and environmental • Less than 5% of suppliers with a CSR score of less than 25
practices throughout our value • Maintain a minimum of 85% of external purchases with local suppliers
chain
Limit the environmental Decarbonize and mitigate • Reduce GHG emissions intensity by 35% (Scopes 1 and 2)
impact of our sites the impact of climate change • Increase the share of renewable electricity to 80%
• Increase the share of waste recycled to 80%
• Lower water consumption intensity by 15%
• Draw up a formal water conservation plan for all sites exposed
to water stress
Develop human capital Promote equal opportunity • Increase by four points the percentage of women engineers
and diversity and managers (29%)
• Reach 27% of senior management positions held by women
• Increase by 25% the number of employees with disabilities

Promote a social responsibility • Provide social protection with a universal indemnity in the event
policy for all of death in service
• Standardize profit-sharing schemes
• Adopt a minimum amount of paid leave in all countries

Develop and consolidate • Keep LTIR* ≤1.8 and SIR* ≤60
the health and safety culture • Increase the number of management safety visits per employee
within the Group by 30%
Develop a culture Instill ethical behavior • Compulsory ethics training every 2 years and initial training
of ethics and compliance for new hires
Protect data and systems • Compulsory cybersecurity training (for employees with a PC)
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2. ENVIRONMENTAL INFORMATION
2.1. Climate change (ESRS E1)

2.1.1. Integration of sustainability- At the end of 2024, Mersen did not have a plan to transition to a
sustainable economy compatible with the Paris Agreement goal of
related performance in incentive limiting global warming to 1.5°C and with the objective of achieving
schemes (GOV-3) climate neutrality by 2050. It prefers not to commit to adopting a
The calculation of the annual variable compensation of the compliant transition plan within the next two years because it has
Chief Executive Officer (who is also a member of the Board of not completed its emissions inventory.
Directors), the members of the Executive Committee and the In 2018, the Mersen group began taking steps to mitigate climate
Vice Presidents of the business lines takes into account progress change by curbing Scope 1 and 2 GHG emissions. These
towards achieving climate targets defined in Mersen’s CSR primarily concern direct stationary combustion emissions from
roadmap. manufacturing processes and indirect emissions from electricity
Climate progress is also part of the performance criteria of the consumption. The Group implemented a system for collecting
long-term compensation plans for executives and managers. The the energy consumption data (natural gas and electricity) of the
long-term compensation plans are described in chapter 2 of this manufacturing sites, first annually, then quarterly, to ensure the
document. reliability of the data initially submitted. For the sites with the
highest consumption, action plans were drawn up specifying
For more information, please refer to chapter ESRS 2 GOV-3
consumption by equipment, physical energy intensity (MWh per
“Integration of sustainabilityrelated performance in incentive
production unit) and past and future actions to lower consumption.
schemes”.
The Group grew between 2018 and 2024 and expects growth to
In 2024, 30% of the Chief Executive Officer’s variable annual
continue until 2027. It was therefore decided to decouple strong
compensation was linked to nonfinancial criteria. Among the
economic growth from Scope 1 and 2 GHG emissions. A GHG
latter, four equally weighted sub-criteria accounting for a total
emissions intensity indicator (tCO2eq. per physical or monetary
of 25% were related to the environment: (i) increase the waste
unit) was considered a relevant approach for measuring the
recycling rate, (ii) reduce greenhouse gas emissions intensity,
mitigation effort: while physical intensity is appropriate for the
(iii) validate the calculation methodology for Scope 3 greenhouse
manufacturing sites, sales intensity is preferable for the Group
gas emissions, and (iv) reduce water consumption intensity. The
given the variety of products sold. Through these initiatives, the
portion linked to climate targets was therefore 7.5%.
Group and its sites intend to reduce their GHG emission intensities
The long-term compensation plans awarded in 2024 included for Scopes 1 and 2.
performance conditions, 30% of which were linked to non-financial
Since 2018, the Group has been inventorying its indirect GHG
targets: (i) increase the proportion of women engineers and
emissions in its upstream and downstream value chain (Scope
managers in the Group, (ii) reduce the intensity of greenhouse gas
3 of the GHG Protocol). Data (activity and associated emissions
emissions (Scopes 1 and 2), and (iii) reduce water consumption
factors) has been determined on a gradual basis, except for
intensity. The portion linked to climate targets in long-term
categories related to products sold (processing, use and end-
compensation plans was therefore 10% of the total criteria.
of-life treatment). The data is not complete and requires further
analysis to ensure that it is comprehensive and robust, particularly
2.1.2. Transition plan for climate change in view of the high proportion of customized products and the large
mitigation (E1-1) number of applications. As soon as methodologies are in place
making it possible to establish a reliable baseline scenario, the
Mersen’s industrial activities involve the development of graphite-
Group will be able to set Scope 3 mitigation targets.
and felt-based advanced materials and the assembly of electrical
products. The steps in the manufacture of graphite- and felt-based
materials are heat treatment and machining. The manufacture of
2.1.2.1. Decarbonization levers
electrical products involves screwing, bonding and crimping to The decarbonization levers for mitigating climate change (reducing
assemble components (see ESRS 2). GHG emissions) are as follows:
Conscious of its role in the global transition and climate change ■ Reduction in energy consumption;
mitigation, the Group makes strategic and financial decisions that ■ Purchase of energy from a certified renewable source;
take into account the emissions intensity of its activities and the
impact of its products on customers in sustainable development ■ Self-production of electricity using renewable or less GHG-
markets. Consequently, management has defined a sales intensity intensive energy sources;
target for emissions that has been validated by the Board of ■ Electrification of processes;
Directors.
■ Reduction of emissions from transportation.
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Reduction in energy consumption Process electrification
Mitigating climate change by reducing energy consumption The most energy-intensive equipment powered by natural gas are
is a priority for the Group. Electricity and natural gas are the the baking furnaces used to produce graphite. The production of
two main energy sources, and the graphite and felt production state-of-the-art graphite components involves technologies, such
processes using high-temperature furnaces in the Advanced as baking and graphitization, whose energy efficiency has been
Materials segment are the most energyintensive. The Advanced optimized by the industry over the past several decades to obtain
Materials and Electrical Power segments monitor the sites’ energy the physical and chemical properties required by final products.
consumption on a quarterly basis. Sub-meters are gradually The electrification of the baking process has been shown to
being installed on energyintensive equipment to obtain precise be feasible for certain graphite product categories and is being
consumption data. For the sites that are the heaviest consumers, implemented at one of our sites. However, the project covers
monitoring the physical energy intensity (tCO2eq. per production a small number of products sold and will result in just a slight
unit) of their processes makes it possible to manage the impact of
decrease in emissions linked to energy consumption.
mitigation actions on their installations. The energy consumption
of certain buildings is tracked separately when it accounts for a The electrification of graphite-related processes requires
significant proportion of the site’s total consumption. technological validations still lacking in the industry. It also requires
significant investments, since they concern the Group’s most
Emissions from the mobile combustion of fuels is minor compared
important assets.
with those from stationary combustion, as described earlier. The
Group has nevertheless made changes to its vehicle policy Reduction in transportation emissions
(company cars), and the industrial and administrative sites have The reduction of transportation emissions is a minor
started to equip their fleets with hybrid or electric vehicles and decarbonization lever for the Group which is present in more than
install charging stations. 30 countries. Reduction levers have nevertheless been defined
as follows:
Renewable electricity purchasing
The Group is working continuously to substitute its energy ■ restriction of the use of air freight;
purchases with energy derived from renewable sources. ■ increase in the use of maritime, rail and river transportation;
Depending on availability and cost, the electricity purchased at ■ pooling of transportation between subsidiaries;
certain facilities is certified with a guarantee of renewable origin.
The Group is committed to achieving 80% renewable electricity by ■ optimization of truck loading and use of electric vehicles for
2027. In line with this goal, contracts to buy unbundled certificates short distances;
are negotiated with intermediaries in compliance with local ■ use of the same means of transportation to avoid empty returns.
regulations.
The Group continues to study alternatives to natural gas of fossil 2.1.2.2. Using CapEx to support implementation
origin: biomethane produced by biogenic or thermochemical of the transition plan
processes is being studied for our heat treatment processes. The Group identifies investments (CapEx) related to the
It is also considering purchasing renewable gas certificates. environment, including expenditures for the compliance of
Whether this happens depends on economic considerations equipment, electrification, replacement of tax reduction programs,
(implementation is costly) and validation of carbon accounting environmental studies and remediation. Investments in climate
rules by the GHG protocol. change mitigation are insignificant in terms of total Group
expenditure.
Self-production of renewable electricity
Self-production of renewable electricity is achieved through CapEx and OpEx in the context
photovoltaic power plants. It is not a major decarbonization lever, of the EU Taxonomy
given the Group’s overall electricity requirements. Depending on Regarding its climate-action financing, the Group has already
the surface area of the panels, a plant’s annual output varies from made investments to mitigate its impact on the climate, as
50 to 1000 MWh. For some sites though, solar self-consumption described in the Environmental Taxonomy section.
is a decarbonization lever, providing up to 25% of their electricity
needs. 2.1.2.3. Qualitative assessment of locked-in
The Group studies the possibility of implementing these systems emissions from key assets and products
when their techno-economic feasibility has been demonstrated. At The GHG emission categories identified in the Group’s locked-in
end-2024, Mersen had 11 manufacturing sites equipped with solar emissions estimate are stationary combustion (GHG Protocol
power plants. Seven are designed for self-consumption and four category 1.1) and physical/chemical processes (GHG Protocol
partly for selfconsumption and partly for exportation to the grid. category 1.3). The other Scope 1 and 2 categories (including
2.1 Purchased electricity) are not considered locked-in, since
decarbonization levers exist. Direct GHG emissions produced
during the use phase of products sold are nil, as none of the
Group’s product lines generate direct GHGs directly.
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Stationary combustion and physical/chemical processes are The risk associated with the absence of or non-compliance with
limited to natural gas-fired furnaces. The Group estimates that, commitments to reduce greenhouse gas (GHG) emissions and
in the absence of a technological breakthrough, emissions from adopt a decarbonization pathway is considered a transition risk
these processes are locked in until 2030, or even 2050. They for the following factors:
accounted for approximately 70% of Scopes 1 and 2 emissions
i. Regulatory and legislative changes
in 2024.
■ Stricter climate regulations: The emergence of increasingly
2.1.2.4. Exclusions from Paris Agreement stringent regulations to limit GHG emissions could expose the
benchmarks Group to sanctions, fines or operational restrictions in the event
of non-compliance.
The Group’s activities do not correspond to the exclusions
mentioned in Article 12(1), points (d) to (g), and Article 12(2) of the ■ Adherence to international commitments: Businesses must
Commission Delegated Regulation (EU) 2020/1818. It is therefore comply with agreements such as the Paris Agreement. Failure
not considered excluded from the Paris Agreement benchmarks. to meet these commitments could lead to increased regulatory
pressure.
2.1.2.5. Development in sustainable markets ii. Market trends and investor expectations
The Mersen group serves customers in markets that contribute
■ Growing demand for low-carbon solutions: Customers and
to climate change mitigation. Among end-market segments in
partners are increasingly demanding less-polluting products
the chemicals, process, transportation, energy and electronics
and services. The absence of a low-carbon pathway could
industries, Mersen designs and manufactures products for sectors
weaken the Group’s competitiveness and market share.
involved in the energy transition (electric vehicles, electric rail,
renewable energy, semiconductors) for which it has decided to ■ Investors focused on ESG: Investors are attaching greater
launch a specific investment plan of 300 million euros in 2023. importance to companies aligned with climate goals. Failure
to meet commitments to reduce GHG emissions could make
Mersen helps customers in all markets carry out their transition
the Group less attractive to investors, potentially leading to
plans for climate change mitigation by developing products that
divestments.
use less energy and last longer.
iii. Reputational risk
2.1.2.6. Voluntary carbon offset projects ■ Stakeholder pressure: Internal and external stakeholders pay
Keenly aware of the climate emergency and knowing that rolling close attention to companies’ environmental commitments.
out an action plan to decarbonize its own business activities will Failure to meet GHG emission reduction targets could damage
take time, Mersen undertakes to finance – beyond its own activities the Group’s reputation and provoke negative reactions from
– projects that avoid CO2eq emissions, in an amount equaling stakeholders.
those generated by the €300 million additional investments that ■ Loss of confidence: The Group’s credibility among
the Group will make under its 2029 growth plan. stakeholders could be undermined, affecting the brand and
In 2023, the Group decided to contribute to financing renewable Mersen’s image as a responsible company.
energy projects in India, where it has over 250 employees (see iv. High transition costs
E1-7).
■ Late adaptation: A delayed or poorly planned transition to
a low-carbon economy could lead to higher costs in the long
2.1.3. Material impacts, risks and term, not least because of the need to upgrade facilities or
opportunities and their interaction offset unreduced emissions.
with strategy and business model ■ Missed opportunities: A delay in adopting a low-carbon
(SBM-3) strategy could prevent the Group from seizing innovation
The Group’s double materiality assessment identified one material opportunities and accessing new markets
climate-related risk: the absence of or non-compliance with
commitments to reduce the Group’s GHG emissions and adopt
Resilience of the Group’s strategy and business
a decarbonization pathway. This risk is considered a combination model in relation to climate change
of transition risks. The Group’s double materiality assessment identified the absence
of or non-compliance with commitments to reduce GHG emissions
and adopt a decarbonization pathway as a risk. On the basis of
anticipated changes in the market, the regulatory environment
and stakeholder expectations over the long term, and assuming
a scenario of growth, Mersen determined that this is a material
transition risk that could affect its resilience.
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This risk was also included in the Group’s risk map in 2018. The issues addressed are:
The Group made a commitment in its 2018-2022 CSR roadmap to ■ Climate change mitigation through management and reduction
reduce the intensity of its Scope 1 and Scope 2 GHG emissions of GHG emissions
by 20% between 2018 and 2022. Over this period, it achieved a ■ Climate change adaptation through alignment with
reduction of 38%, demonstrating its ability to meet its commitments organizational guidelines
and respond to market and investor expectations in terms of
climate change mitigation. ■ Energy efficiency and renewable energy deployment through
energy management
To align its efforts with its growth plan, the Group set a new target
in its new 2022-2027 roadmap: reduce the sales intensity of its ■ Other issues (compliance with environmental regulations)
emissions by 35% by 2027. This target is part of a decarbonization Adaptation is included in the transition risk management policy,
approach that aims to anticipate the challenges of the energy but there is no structured policy in 2024 for managing physical
transition. risks, apart from occasional organizational guidelines.
Mersen’s strategy is based on developing solutions to support This policy applies to all Group activities and sites and sets
the growth of low-carbon industries like renewable energy and out clear expectations for each manager and employee. It is
electric mobility. The Group is adapting to the effects of climate communicated to all site employees to encourage engagement
change by positioning itself in sustainable development markets and is reviewed annually to incorporate employee feedback and
and ensuring its employees’ long-term viability. (see IRO-1). developments.
The Group did not use a science-based pathway to set its sales
intensity target, but rather an estimation of best achievable 2.1.4.2. Governance
performance based on expected growth, locked-in emissions The Board of Directors: The Board of Directors endeavors to
and existing decarbonization levers and technologies currently protect the interests of the Company and its shareholders while
available to its business sectors. taking into consideration the social and environmental challenges
of the Company’s activities. To this end, it has appointed a
2.1.4. Policies related to climate change director responsible for CSR issues who works closely with the
Group’s Executive Management, representatives from the CSR
mitigation and adaptation (E1-2) Committee, and the Health and Safety, Environment and Industrial
Risks function to address climate and environmental issues. The
2.1.4.1. Mersen’s environmental policy Board approves the climate change mitigation and adaptation
Mersen’s environmental policy comprises an Environmental policy annually. Progress reports on the implementation of the
Commitment and an Environmental Management System (EMS). CSR roadmap, particularly climate change mitigation, are the
The Group’s primary goal is to reduce the environmental impact subject of regular presentations and discussions at meetings
of its products and industrial operations and prevent associated of the Board of Directors and Board Committees. For more
risks. The Environmental Commitment describes management’s information, see ESRS 2 GOV.
guiding principles, and the Environmental Management System
defines the interrelated or interacting elements used to establish The Executive Committee is responsible for defining and
policies and targets, and the processes for achieving these implementing the Group’s climate policy. It has appointed
targets. the Group Vice President, Operational Excellence as head of
implementation.

2.1.4.3. Reference to third-party standards
and initiatives
The ISO 14001 standard for environmental management systems
is the normative reference chosen by the Group for certified sites.


Percentage of manufacturing sites certified 2024 2023

All manufacturing sites 44% 44%
Manufacturing sites with over 125 employees 59% 56%


Each site ensures the implementation of planned actions and verifies that indicators and targets continue to be relevant and aligned with
needs. Feedback from managers and employees is taken into account to adjust and reinforce the implemented actions.
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2.1.5. Actions and resources in relation ■ Reduction in transportation emissions
to climate change policies (E1-3) The Group continued its efforts to optimize its logistics
Action plans are collected quarterly from the most energy-intensive operations and use more sustainable modes of transportation.
sites respectively: St Marys, Columbia, Chongqing, Holytown, Emissions from this category are insignificant; consequently,
Bay City, Pagny, Amiens, Gennevilliers, Juarez, Songjiang the levers have no impact on the Group’s footprint.
and Saint-Bonnet-de-Mure). Actions are classified under the
following headings: installation of highly energy-efficient auxiliary 2.1.5.2. List of future actions
equipment, implementation of energy management systems, ■ Reduction in energy consumption
purchase of renewable electricity, electrification of processes, The Group remains committed to reducing natural gas and
improvement of process output, optimization of logistics and use electricity consumption at all sites. However, the impact of these
of more sustainable transportation. Actions are defined on the actions on its total GHG emissions inventory is limited. To date,
initiative of the sites, in line with priorities set by the head office. no major technical development has been identified that would
have a significant impact on reducing Scope 1 and 2 emissions.
2.1.5.1. List of 2024 actions
■ Purchase of energy from a certified renewable source
The main actions carried out in 2024 were as follows:
To meet its targets of achieving 80% renewable electricity by
■ Reduction in energy consumption
2027 and reducing the sales intensity of its GHG emissions
The Holytown (UK), Songjiang (China), St Marys and Bay City from Scopes 1 and 2 by 35% between 2022 and 2027,
(USA), Saint-Bonnet-de-Mure and Amiens (France) plants Mersen plans to purchase renewable electricity certificates in
implemented energy management systems that provide the countries that consume the most. It is already conducting
detailed and reliable information on the energy consumption market research in order to be able to make informed cost-
of their installations’ main equipment. benefit decisions when choosing between different purchasing
Several sites made changes in their internal organization options.
in order to better manage auxiliary equipment (motors, The total impact of renewable electricity certificates is expected
compressors, LED lighting), while others strove to make their to be between 100,000 and 150,000 tCO2eq. per year.
heat exchange processes more efficient.
■ Self-production of electricity using renewable or less GHG-
The Songjiang site (China) replaced a gas-fired sintering intensive energy sources
furnace with a more energy-efficient gas-fired device and
This lever has a minor impact.
improved the energy efficiency of the new equipment by
reducing process time by 40%. ■ Process electrification
■ Purchase of energy from a certified renewable source Beginning in 2025, the use of electric heat treatment furnaces
at the Amiens site (France) is expected to reduce emissions
The Group did not purchase any new renewable electricity
by 700 tCO2eq. per year. The gas-fired furnaces will be phased
certificates in 2024 since the United States and China, the two
out over several years to allow testing of the new technology.
main countries where the Group’s most electricity-intensive
sites are located, are covered by existing contracts until ■ Reduction in transportation emissions
the end of 2025. The system in place is consistent with the This lever has a minor impact.
pathway defined by the Group to source 80% of electricity from
renewable sources by 2027. Given the growth of our business, it is difficult to make an
accurate assessment of the percentage reduction in energy
■ Self-production of electricity using renewable or less GHG- intensity for each action from one year to the next.
intensive energy sources
Equipping manufacturing sites with photovoltaic panels 2.1.5.3. Current and future financial resources
is a minor decarbonization lever for the Group as a whole. allocated to actions
Nevertheless, the Chongqing plant (China) installed a solar No significant financial resources were allocated only to current
panel system at the end of 2024 with a target capacity of or future actions in 2024.
420 MWh per year.
■ Process electrification
In 2024, the Amiens site (France) pursued its project to replace
part of its natural gas furnaces with electric ones. The new
equipment will reduce the site’s Scope 1 and 2 GHG emissions
as of 2025.
The Juarez (Mexico) plant replaced its small natural gas-
powered industrial ovens with electric equipment.
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2.1.6. Targets related to climate change The two targets cover all entities in the company’s scope of
consolidation and concern Scopes 1 and 2.
mitigation and adaptation (E1-4)
In its 2022-2027 roadmap, the Group has undertaken to reduce The 2022 baseline values are a sales intensity of 121 tCO2eq./
the sales intensity of its Scope 1 and Scope 2 GHG emissions by million euros of sales for Scope 1 and 2 GHG emissions and a
35% by 2027 relative to base year 2022 and to use at least 80% 58% share of renewable electricity.
renewable electricity by 2027. Based on projected strong growth The period covered by the target is 2022 to 2027. There is no
and increased activity between 2022 and 2027, the Group expects quantified interim milestone.
a rise in Scope 1, 2 and 3 absolute GHG emissions and has
The low-carbon pathway defined by the Group is science-based
therefore developed a pathway in line with its business context.
and compatible with limiting global warming to 1.5°C. Furthermore,
For this reason, it has not defined absolute targets. Moreover,
the Group has not set absolute reduction targets for 2030 and
it has not established Scope 3 targets since the calculation for
2050.
categories relating to products sold (GHG Protocol categories
3.10 to 3.12) has yet to be validated. In 2022, the Group examined various alternatives for setting an
absolute or relative emissions reduction target for all or part of
The 2022 base year is representative in terms of activities covered
Scopes 1, 2 and 3, based on projected business activity growth
and sales levels. According to the GHG Protocol Corporate
between 2022 and 2027. A comparative study of industrial
Standard (version 2004), base year recalculation is not required
companies in different sectors was also carried out. As a result,
when sales or physical intensity is involved.
the Group decided to set a relative reduction target for Scope 1
The target of reducing the sales intensity of GHG emissions and 2 emissions over a financial projection period beginning on
from Scopes 1 and 2 alone supports the goal of the Group’s the date the target is set and ending in 2027.
climate change mitigation policy. It aims to reduce Scope 1 and 2
In 2022, the Group studied the possibility of using renewable
emissions which, on the one hand, are directly associated with the
electricity in certain host countries and aligning with criterion C21
company’s operations (contrary to Scope 3 emissions occurring
of the SBTi Criteria (Version 5.0) of October 27, 2021, which
in the value chain outside the company), and, on the other, are
recommends thresholds of 80% by 2025 and 100% by 2030.
proportional to sales, as the Group expects its emissions to grow
in absolute terms. Consequently, a sales intensity ratio has been The sales intensity target is not based on conclusive scientific
defined to achieve an absolute decoupling of economic growth evidence. The target for the share of renewable electricity refers
from emissions. to Sciences Base Target initiatives (SBTi) criteria.
The target of increasing the share of renewable electricity supports Targets were determined with the involvement of internal
the Group’s policy of mitigating climate change and using lower- stakeholders, i.e. the heads of the Advanced Materials and
carbon energy. Electrical Power segments, in defining the indicator and goal.
The Group did not have any direct or prior contact with its business
Adaptation to the physical risks of climate change has been
relationships in the value chain. However, in setting its target, it
assessed as non-material (E1-1). Consequently, the Group does
took into account the methods used by its main customers for
not have any targets related to climate change adaptation. If future
establishing their own targets and goals.
assessments indicate the existence of risks, targets will be set.
The targets and goal levels have not changed since the 2022
The target for reducing the sales intensity of Scope 1 and 2 GHG
base year.
emissions is a relative amount, measured as a percentage, that
compares the decrease in intensity in 2027 to the 2022 baseline, Performance against the predetermined targets relating to sales
with intensity expressed in tCO2eq. per million euros of sales. The intensity of Scope 1 and 2 GHG emissions and share of renewable
target is a 35% reduction. electricity is measured annually and includes verification of
compliance with 2027 goals and analysis of significant changes.
The share of renewable electricity target is a percentage that
compares the amount of renewable electricity used to the total The GHG emissions reduction target was defined on the basis of
electricity used, with consumption expressed in MWh. the sales intensity indicator for Scopes 1 and 2 GHG emissions
(tCO2eq. per reported sales).


Base year 2022 2024 2027 target

Intensity of Scopes 1 and 2 GHG emissions (tCO2eq./million euros) 121 77 79
Energy efficiency and consumption reduction - -14 -10
Material efficiency and consumption reduction - - -
Fuel switching - - -
Electrification - - -2
Use of renewable energy - -30 -30
Phase out, substitution or modification of product - - -
Phase out, substitution or modification of process - - -
Other - - -
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2.1.7. Energy consumption and mix (E1-5)
The Group’s energy consumption breaks down as follows:


Energy consumption (MWh) and mix (%) Data source 2023 2024

1) Fuel consumption from coal No consumption - -
2) Fuel consumption from petroleum products Reports 5,945 5,703
3) Fuel consumption from natural gas Reports 243,779 235,478
4) Fuel consumption from other fossil sources No consumption - -
5) Consumption of purchased heat, steam or cooling from fossil sources No consumption - -
5) Consumption of purchased electricity without fossil PPA Reports and country mix 37,857 28,157
6) Total fossil energy consumption (sum of lines 1 to 5) Calculation 287,580 269,338
Share of fossil sources in total energy consumption (%) Calculation 56% 54%
Consumption of purchased electricity without nuclear PPA Reports and country mix 34,329 35,024
7) Consumption from nuclear sources Calculation 34,329 35,024
Share of nuclear sources in total energy consumption (%) Calculation 7% 7%
8) Fuel consumption from renewable sources Reports - -
Consumption of purchased electricity with PPA Reports 190,772 193,673
Consumption of purchased electricity without renewable PPA Reports and country mix - -
Consumption of purchased heat, steam and cooling from renewable sources No consumption - -
9) Consumption of purchased electricity, heat, steam,
and cooling from renewable sources Calculation 190,772 193,673
10) Consumption of self-generated electricity from renewable sources Reports 1,938 1,856
11) Consumption of energy from renewable sources Calculation 192,709 195,529
Share of renewable sources in total energy consumption (%) Calculation 37% 39%
Total energy consumption (MWh) (the sum of lines 6, 7 and 11) Calculation 514,619 499,891


2.1.7.1. Methodologies and limits 2.1.7.3. Energy production
The breakdown of energy consumption by fossil, nuclear and For reporting year 2024, the Group’s energy production was
renewable source is calculated for each site using the energy limited to certain sites that generate renewable electricity from
mix of each country for the year preceding the reporting year, photovoltaic power plants. As a result, for reporting year 2024:
i.e. 2023 (source: Energy Institute Statistical Review of World ■ Non-renewable energy production was 0 MWh.
Energy – ourworldindata.org).
■ Renewable energy production was 1,856 MWh.
The consumption of purchased electricity without renewable
power purchase agreement (PPA), calculated using the above
2.1.7.4. Energy intensity
method, is therefore broken down for each country by fossil and
nuclear source. The consumption of purchased electricity, heat, For the calculation of energy intensity, all of the Group’s activities
steam and cooling from renewable sources (line 9 in the table) were considered to be in high climate impact sectors, and
draws solely from sources with a certificate of origin. net revenue is sales for the reporting period (see Chapter 6
“Consolidated statement of income”. The Group’s energy intensity
2.1.7.2. Sources of energy consumption is as follows:
The company is involved in high climate impact sectors listed
in the NACE classification under the “Manufacturing” section, Energy intensity
sub-section “Manufacture of electrical equipment”. Its energy per net revenue (MWh/€m) 2023 2024 % N/N-1
consumption comes from:
Total energy consumption
■ 54% fossil sources, of which per net revenue 425 402 -5%
• 1% petroleum-based fuels
• 47% natural gas fuels
• 6% fossil-based electricity
■ 7% nuclear sources
■ 39% renewable sources
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2.1.8. Gross Scopes 1, 2, 3 and Total GHG emissions (E1-6)
The Group breaks down its emissions as follows:


Total GHG emissions (tCO2eq.) Base year %
2022 2023 2024 2024/2023

SCOPE 1
1.1 Stationary combustion 55,644 51,051 49,700
1.2 Mobile combustion 920 1,262 1,292
1.3 Direct emissions from physical or chemical processing 24,157 26,282 18,045
1.4 Fugitive emissions 6,598 6,565 6,655
Percentage of EU ETS Scope 1 emissions 0% 0% 0%
TOTAL SCOPE 1 87,319 85,161 75,693 -11%
SCOPE 2
2.1 Purchased electricity (location-based) 143,393 142,305 132,820
2.1 Purchased electricity (market-based) 46,011 23,375 19,301
2.2 Purchased steam, heat and cooling - - -
TOTAL SCOPE 2 46,011 23,375 19,301 -17%
SCOPE 3
3.1 Purchased goods and services 206,888 201,259 178,778
3.2. Capital goods 71,467 90,722 106,841
3.3 Fuel- and energy-related activities
(not included in Scope 1 or Scope 2) 21,997 20,992 20,359
3.4 Upstream transportation and distribution 19,847 21,043 20,842
3.5 Waste generated in operations 604 713 606
3.6 Business traveling 1,551 3,351 3,115
3.7 Employee commuting 3,933 4,034 4,053
3.8 Upstream leased assets - - -
3.9 Downstream transportation 5,954 6,313 6,253
3.10 Processing of sold products - - -
3.11 Use of sold products - - -
3.12 End-of-life treatment of sold products - - -
3.13 Downstream leased assets - - -
3.14 Franchises - - -
3.15 Investments - - -
TOTAL SCOPE 3 332,241 348,428 340,847 -2%
TOTAL SCOPE 1+2+3
Total GHG emissions (location-based) 562,953 575,893 549,360 -5%
Total GHG emissions (market-based) 465,571 456,963 435,841 -5%

The decline in scope 3 emissions was limited to -2% over the period, due to significant growth in category 3.2 (capital goods) linked to
the Group’s CapEx growth plan to reach a peak in 2024.
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2.1.8.1. Methodologies and limits For Scope 2 GHG emissions, the Group defined the following
The Group defined the following principles and methods: principles and methods:

■ The requirements of the GHG Protocol Corporate Standard ■ The requirements of the GHG Protocol Corporate Scope 2
(2004 version) were followed. Guidance (2015 version) were followed.

■ All entities over which the Group has operational control, ■ Scope 2 quality criteria pertaining to contractual instruments in
including joint ventures (Yantai, Bazet, Sant Feliu, Bogota), chapter 7.1 were applied. The Group reported Scope 2 GHG
were consolidated. emissions using location-based and market-based methods.

■ Emission factors were taken from Base Carbone V23.4 or ■ Contractual instruments were either bundled with electricity
calculated when not available. purchases or used on their own. In the latter case, the energy
attribute certificate (EAC) was obtained from the intermediary.
■ A breakdown of emissions by country, operating sector,
economic activity and subsidiary is not available since certain For Scope 3 GHG emissions, the Group defined the following
activity data is aggregated in the Group’s information systems. principles and methods:
The only breakdown is by GHG category (see table above). ■ The requirements of the GHG Protocol Corporate Value Chain
■ The reference period is the calendar year for all GHG (Scope 3) Accounting and Reporting Standard (version 2011)
categories. were followed.

For the 2024 reporting period and in accordance with the principles ■ Categories 3.1: Purchased goods and services, 3.2: Capital
of the GHG Protocol Corporate Standard (2004 version), the goods, 3.3: Fuel and energyrelated activities not included in
following changes in scope were identified: Scope 1 or Scope 2, 3.4: Upstream transport and distribution,
3.5: Waste generated in operations, 3.6: Business travel, 3.7:
■ Incoming industrial sites: Topton, Robesonia, Punxsutawney, Employee commuting and 3.9: Downstream transportation are
Metamora, Macedon, Fairfield. relevant and reported by the Group.
■ For companies acquired in 2024, data is not available since ■ Categories 3.8: Upstream leased assets, 3.13: Downstream
i) it is not included in existing reporting systems and ii) it was leased assets, 3.14: Franchises, and 3.15: Investments are
estimated and determined to be non-material. not relevant to the Group.
■ Energy consumption (natural gas and purchased electricity) ■ Upstream indirect emissions from long-term leased vehicles
was estimated by analogy with other manufacturing sites in were included in category 3.2: Capital goods.
the Group’s network and pro rata to the time elapsed from their
respective date of acquisition in 2024. As a result, Scopes 1 ■ Emissions factors for category 3.2: Capital goods were
and 2 emissions from acquisitions in 2024 were estimated at determined in monetary units (tCO2eq./million euros of goods
6,500 tCO2eq., which is insignificant compared to the Group’s purchased) and by type of good (buildings and parking lots,
2023 inventory (228,219 tCO2eq.), i.e. 2.9%. machinery and equipment, IT hardware). Primary data in
physical units (building surface area, number of machines) is
■ Outgoing industrial sites: Buenos Aires, Schiedam, Harbin. not always available in our information systems. Calculating
■ Emissions for the Harbin site were removed from the 2022 base emissions with these monetary factors involves a high degree
year and from the 2023 and 2024 inventories, as the facility of uncertainty.
was sold. The other sites were closed. ■ Upstream indirect emissions from long-term leased vehicles
■ Incoming administrative sites: Verrières-en-Anjou. were included in category 3.2: Capital goods.
■ Outgoing administrative sites: Auckland, Shenzen. ■ Categories 3.10: Processing of sold products, 3.11: Use of
sold products and 3.12: Endof-life treatment of sold products
■ The incoming and outgoing administrative sites’ base year 2022
are relevant to the Group but not reported. The Group will
emissions and 2023 and 2024 emissions were not restated, as
report these three categories once activity data and calculation
the sites were either created or closed.
methods have been validated for all product categories.
For Scope 1 GHG emissions, the Group defined the following Since 2023, the Group has validated an increasing number of
principles and methods: methods for the numerous product categories in its portfolio,
■ The Group is not subject to EU ETS reporting requirements. and in order to make further progress, it is carrying out sectoral
studies.
■ For category 1.1: Stationary combustion, a single emissions
factor in tCO2eq./MWh LHV from the ADEME Carbon Base ■ Activity data for upstream and downstream value chain
for Europe was used for natural gas, the dominant fuel, and activities is obtained exclusively from the Group’s internal
for all Group sites. information systems, and not from suppliers, service providers
or customers.
■ Carbon removal and carbon credits are not included in the
calculation of Scope 3 GHG emissions.
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2.1.8.2. Market-based emissions
The share of market-based Scope 2 GHG emissions associated with contractually purchased electricity, bundled or unbundled, was
calculated as follows:
■ (Location-based emissions - Market-based emissions) / Location-based emissions


Market-based share of Scope 2 GHG emissions (%) 2023 2024

Share (%) 85% 85%

The percentage of emissions calculated using primary data from suppliers or other value chain partners is 0%.

2.1.8.3. Emissions intensity
The company’s GHG emissions intensity is as follows. Net revenue is sales for the reporting period (see chapter 6 “Consolidated
statement of income”).


GHG emissions intensity by sales (tCO2eq./M€) 2023 2024 % N/N-1

Total GHG emissions (location-based) by net revenue 477 442 -7%
Total GHG emissions (market-based) by net revenue 379 351 -8%


2.1.9. GHG removals and GHG In 2023, the Group decided to contribute to financing renewable
energy projects in India, where it has over 250 employees.
mitigation projects financed
through carbon credits (E1-7) The Bendosol project is focused on generating a clean form of
electricity using a renewable solar energy source. It involves
2.1.9.1. Description of GHG emission removals the installation of several solar projects, each with a capacity of
resulting from climate change mitigation 120 MW, in different states of the country.
projects outside its value chain The Pawan wind power project comprises several projects in
Keenly aware of the climate emergency and knowing that rolling the state of Maharashtra, which traditionally relies on electricity
out an action plan to decarbonize its own business activities will generated from fossil fuels.
take time, Mersen undertakes to finance – beyond its own activities
– projects that avoid CO2 emissions, in an amount equaling those 2.1.9.2. Canceled carbon credits
generated by the €300 million additional investments that the In 2024, 52,500 tCO2eq. of carbon credits were canceled.
Group will make under its 2029 growth plan. Under existing contracts, 157,500 tCO2eq. of carbon credits will
be canceled in the future.


2024

Total (tCO2eq.) 52,500
Share from removal projects (%) 0%
Share from reduction projects (%) 100%
Recognized quality standard 1 (%) 100%
Share from projects within the EU (%) 0%
Share of carbon credits that qualify as corresponding adjustments (%) 100%


2.1.9.3. Carbon credits to be canceled in the future
Volume between 2025-2030

Carbon credits planned to be cancelled in the future 157,500 tCO2eq.


2.1.10. Internal carbon pricing (E1-8)
The Group does not apply an internal carbon pricing mechanism.
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2.2. Resource use and circular economy (ESRS E5)

2.2.1. Policies related to resource use The maturation of the graphite and felt materials market with
regard to life cycle assessment has been more recent. Mersen
and circular economy (E5-1) is a member of the European Carbon and Graphite Association
(ECGA). The first Product Category Rule for graphite was
2.2.1.1. Policy objectives
published in 2023 by members of the ECGA, to which Mersen
The Group has developed an environmental policy that contributed as an ad hoc committee participant. It defines the
encompasses resource use and the circular economy. The methodology for carrying out a life cycle assessment of graphite
implementation of circular economy principles requires moving for the “cradle to gate” scope only. Given the multiple uses of
from a linear consumption model to a circular approach that graphite, the “gate to grave” scope cannot be subject to common
emulates natural ecosystems. rules. The graphite and felt markets in which Mersen is present
The Group incorporates circular economy principles through the do not have global transparency requirements with regard to life
following: cycle assessments. Nevertheless, the Group is able to respond
to isolated customer requests, within a limited scope. With regard
■ Product design with progressive integration of eco-design
to resource inflows, the responsible use of materials is aimed
■ Responsible use of materials at addressing the abovementioned risk.
■ Waste management and recycling The Group has identified the main materials used in its
■ Monitoring of the use of hazardous substances manufacturing processes:
■ For graphite products, these are coal tar pitch, coke, graphite
2.2.1.2 Scope of application (as a raw material) and metals;
Regarding the integration of eco-design, the Group uses ■ For felt products, these are fiber and resin;
methods that are appropriate for designing new products by
progressively incorporating practices that evaluate environmental ■ For brushes, fuses, bus bars and cooling products, these are
impact. metals, plastic and sand.

Product lifespan: our product range includes consumables These eight materials represent significant purchase volumes
produced mainly by the Advanced Materials segment, such as and are subject to price changes that could have a substantial
brushes used to transmit electrical current or crucibles for silicon financial impact on the Group.
melting. The Group is pursuing its R&D efforts to extend the life Two other materials used to package products for sale – wood
of these products, while responding to customer requests to lower and cardboard – are also monitored. They concern the Group’s
sales prices. operations and downstream value chain.
For example, the lifespan of a wind turbine brush was doubled Regarding the circular economy, the Group has developed a
from 18 to 36 months between 2014 and 2022. waste policy based on the following principles:
Technology watch: R&D designers are gradually being trained ■ Optimization of waste management according to the waste
in eco-design principles, and environmental concerns have been hierarchy
incorporated into the specifications of certain new products. In
■ Reuse, recycling, recovery and disposal in channels that
2023, R&D experts created a life cycle assessment course for
comply with regulations
the R&D community.

Product life cycle assessment: 2.2.1.3. Governance and monitoring procedure
The Group uses Environmental Improvement Made Easy (EIME) Segment management is responsible for implementing the
software to calculate the environmental impact (GHG emissions, Group’s policy on the responsible use of resources and the
air/water pollution, depletion of natural resources, etc.) of certain integration of the circular economy. Updates on the progress of
electrical products in the Electrical Power segment. Mersen actions are performed regularly by the Segment management
designs and manufactures electrical protection products, notably committees and the HSE Committee.
for the European market, where certain market segments, such
as residential construction, have begun introducing environmental 2.2.1.4. Reference to third-party standards
impact transparency requirements for products. Since 2010, and initiatives
Mersen has been voluntarily meeting these requirements by The Group complies with RoHS, REACH and WEEE regulations:
publishing Product Environmental Footprints (PEFs), validated by
a third party (PEP ecopassport® program). The Group’s strategy WEEE Directive
is to respond in a differentiated manner, rather than with a uniform The European WEEE directive 2002/96/EC (Waste Electrical
approach, to environmental impact requirements for products. and Electronic Equipment) establishes ecocontribution rules in
Consequently, life cycle assessments are performed for certain European countries where the products are sold. The Group has
products and markets only. adopted the following principles:
■ Collection of products sold by European country of destination;
■ Implementation of eco-contribution payment systems by
country.
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RoHS Directive 2.2.2. Actions and resources related
The European RoHS Directive 2002/95/EC (Restriction of to resource use and circular
Hazardous Substances) establishes rules on using hazardous
substances in electrical and electronic equipment. The Group
economy (E5-2)
has adopted the following principles: Current and planned actions related to the use of resources and
the circular economy are described below.
■ Update of calculations and certificates in accordance with the
latest list (substances and thresholds);
2.2.2.1. List of current actions
■ Disclosure to European customers;
Circular economy
■ Replacement of substances on the exemption list whose use-by
■ Waste reduction: reducing waste generated is an ongoing
date is set to expire.
action.
REACH Regulation ■ Increasing waste recycling: expanding the share of recycled
The European REACH regulation 1907/2006/EC (Registration, waste is another ongoing action.
Evaluation, Authorization and Restriction of Chemicals) is an
integrated system that requires the registration and authorization 2.2.2.2. List of future actions
of chemicals within the industry. The Group has adopted the
following principles:
Resource inflows
■ More reliable reporting: for 2025, the goal is to enhance the
■ Collection of Safety Data Sheets from strategic suppliers; monitoring of metal sources, whether virgin or recycled, in
■ Identification of the presence of REACH substances by R&D collaboration with suppliers.
teams in collaboration with the Purchasing and the Health and ■ Identification of secondary resources: the Group undertakes
Safety functions; to determine by 2026 if secondary sources exist for the other
■ Availability of regulatory documents to European customers. main resource inflows.

2.2.1.5. Taking into account the phase out Circular economy
of virgin resources ■ Integration of life cycle assessment: the Group will begin to
progressively integrate life cycle assessment into product
Since 2021, the Group has focused its resource inflows policy
design in order to improve product durability.
on using more secondary (recycled) metal resources. A reporting
system specifying the origin of each metal, virgin or recycled, has During the reporting period, there were no major impacts on
been gradually set up with suppliers. external stakeholders with regard to resource use or the circular
economy.
By 2026, the other main resource inflows described above will be
examined to determine if a secondary (recycled) source exists,
and, if so, implement the same reporting procedure as the one
2.2.2.3. Scope and time horizons
used for metals. The scope of the key actions includes all of the Group’s
manufacturing sites, the upstream value chain for the main
2.2.1.6. Enhancing sustainable sourcing resource inflows, and part of the downstream value chain for
waste. Actions relating to resource inflows are scheduled for the
The use of renewable resources other than energy, dealt with
end of 2025 (metals) and year-end 2026 (resource inflows other
in E1-1, primarily concerns the main raw materials used by the
than metals).
Group (coal tar pitch, coke, graphite, fiber, resin, metals, plastic,
sand). Those relating to the circular economy are ongoing, with a waste
recycling rate target of 80% by 2027. After that, another target
The Group uses these resources for some of its metals to the
will be set.
extent that it is physically possible for suppliers to recycle them.
Aluminum can theoretically be recycled repeatedly, but certain Key actions relating to the progressive integration of life cycle
problems like oxide formation reduce its recyclability. assessment have yet to be defined.
The graphite used in the manufacture of graphite-based products
is partly purchased from suppliers (primary graphite) and partly
2.2.2.4. State of progress
recovered from the Group’s machining operations (recycled The key action to increase the share of recycled waste was behind
graphite). The scraps and dust that make up the recycled graphite schedule for the reporting period, compared to the road map,
are transported to our graphite manufacturing sites, thereby temporarily jeopardizing the target of achieving 80% by 2027. The
ensuring a sustainable supply of the material. Advanced Materials segment has the largest amount of disposed
waste. Although recycling channels have been identified for some
of this waste, examining their feasibility, cost/benefit ratio and
regulatory requirements will take longer than expected.
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2.2.2.5. Current and future financial resources Scope
allocated to actions The scope of the recycled waste target is the Group’s
No significant operating or capital expenditure was incurred during manufacturing sites. It does not include the administrative sites
the reporting period for key actions related to resource use and since their waste volume is insignificant in relation to that of the
the circular economy, nor is any planned. Group, and the nature of their activity is not representative of the
company’s industrial activities. The target does not include the
upstream and downstream value chain.
2.2.3. Targets related to resource use
and circular economy Reference period
The target reference period is that of the 2022 roadmap. In 2022,
2.2.3.1. Description of targets the share of recycled waste was 70%.
The Group has set a voluntary target of 80% waste recycled by
2027, i.e., the ratio between the volume of by-products (preparing Methods and assumptions
for reuse) and recycled waste and the total volume of waste (in The Group applied the definitions of European Waste Directive
tonnes). It does not include recovery operations. This target 2008/98/EC to categorize waste. The share of waste recycled
involves the evaluation of efforts to reuse or recover waste through is the ratio, expressed as a percentage, between the volume of
recycling channels, and thus contributes to the circular economy. recycled waste and by-products in tonnes and the total volume
of waste in tonnes. The share of waste recycled target is based
This approach also reflects the Group’s commitment to eco-
on a European regulatory requirement that the Group has applied
design. By integrating practices to reduce scrap and other
to all its industrial sites worldwide, but it is not linked to any
waste right from the design phase, the Group maximizes the
scientific study. The share of waste recycled target was set by
effectiveness of its environmental actions much more than it would
the company and did not involve any external stakeholders. The
by intervening at a later stage.
Group’s targets are determined primarily on the basis of market
analyses, regulatory developments and economic pros and cons,
both current and future.
The Group’s target of increasing the share of waste recycled to
80% by 2027 is accompanied by annual targets in its 2022-2027
roadmap.


Share of waste recycled (%) 2022 2023 2024 2027

Objective 70% 70% 72.5% 80%
Achieved 70% 70% 71.2%


The Group has made steady progress since 2018, going from 2.2.3.3. Target-related waste categories
46% in 2018 to 71.2% in 2024. Graphite product manufacturing In the waste hierarchy, the target for the share of waste recycled
generates the largest volume of waste. Waste recycling channels relates to the following categories:
have been developed at the sites that produce the most waste,
mainly for the steel industry, which uses graphite dust and scrap. ■ prevention;

Since 2023, the share of recycled waste has risen only slightly, ■ preparing for reuse (by-products);
since projects to recycle waste previously disposed of by the ■ recycling.
Advanced Materials segment take a long time to complete. Their
operational and economic efficiency has yet to be demonstrated.
2.2.4 Resource inflows (E5-4)
2.2.3.2. Target-related objectives
2.2.4.1. Description of significant resource
The Group has defined key actions to evaluate the source of inflows
metals, both virgin and recycled, and to identify a secondary
source for other major resource inflows. However, it has not yet The Group has identified the following major resource inflows
established measurable targets related to the increase of circular used in its own operations:
product design, the increase of circular material use rate, the ■ For graphite products, these are coal tar pitch, coke, graphite
minimization of primary raw material, or sustainable sourcing (in (as a raw material) and metals;
line with the cascading principle).
■ For felt products, these are fiber and resin;
Similarly, although resource outflows, with the exception of waste,
■ For brushes, fuses, bus bars and cooling products, these are
are not yet associated with quantifiable targets, the Group has
metals, plastic and sand;
implemented strategic actions to gradually integrate life cycle
assessment into the product design process. ■ For product packaging, these are wood and cardboard;
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■ For cooling in thermal treatment processes, this is water; 2.2.4.2. Total amount of materials inflows
■ The Group’s property, plant and equipment, i.e., buildings, The table below displays a breakdown of significant resource
equipment and machinery. inflows. The materials used to produce graphite and felt are coal
tar pitch, coke, primary graphite, fiber and resin.
The critical raw materials as defined by the 34 European
regulations on critical raw materials, adopted in March 2024, were The metals reported were aluminum, nickel, lead and lead alloys,
copper, aluminum and natural graphite. The Group did not identify steel, tantalum, zirconium, copper and copper alloys, gold, silver
any light or heavy rare earth elements under the same definitions. and zinc.


Significant resource inflows (in tonnes) 2024 2023 Change

Materials for the production of graphite and felt 29,217 31,877 -7%
Metals 6,403 7,372 -20%
Plastic 631 979 +55%
Sand 1,834 1,270 +27%
Timber 2,328 2,580 0%
Cardboard 1,353 1,600 0%
TOTAL 41,767 45,678 -8%

2.2.4.3. Amount of secondary components
The overall rate of significant resources from secondary sources remained stable at 7%. The rate of recycled metals continued to rise,
from 14% in 2022 to 30% in 2024. This was the focus of a major initiative launched in 2021 with the Group’s main suppliers.
A key initiative is underway for other resource inflows to determine the feasibility of recycled sourcing by 2026.

Significant resource inflows from secondary sources (In tonnes and as a %) 2024 2023 Change

Materials for the production of graphite and felt 925 (3%) 1,182 (4%) -1%
Metals 1,926 (30%) 2,071 (28%) +2%
Plastic 0 (0%) 0 (0%)
Sand 0 (0%) 0 (0%)
Timber 0 (0%) 0 (0%)
Cardboard 0 (0%) 0 (0%)
TOTAL 2,851 (7%) 3,253 (7%)


2.2.4.4. Data analysis methods The proportion of recycled resource inflows is collected from sites
The data used to establish the volume of resource inflows is that obtain information from their suppliers.
collected and processed as follows: The 2023 data has been adjusted to include graphite purchased
■ Gross quantity in physical units (kg, lb) from the ERP of each for resale, all metals and sulfur.
manufacturing site. The reliability of the output data is high and
the uncertainty very low. 2.2.5 Resource outflows (E5-5)
■ Quantity in number of items containing a raw material, converted
by the manufacturing site or business unit into physical units 2.2.5.1. Description of material and product
(tonnes). The reliability of the output data is moderate and the outflows
uncertainty moderate. The Group’s main products are graphite and felt parts, heat
exchangers made of advanced materials, brushes, and graphite
■ Quantity in monetary units, converted by the manufacturing site
power transmission products for the Advanced Materials segment.
or business unit into physical units (tonnes). The reliability of
The Electrical Power segment supplies fuses and fuse holders,
the output data is moderate and the uncertainty high.
bus bars, cooling products and capacitors.
The three methods below differ according to the type of resource
inflows and the business unit. This is due to the range of different They are made of graphite or felt, metals (mainly copper and
information systems across the approximately 60 manufacturing aluminum) and plastic.
sites.
The proportion of materials used for graphite and felt production
is over two thirds of the total. The data is collected using the first
method with high reliability and very low uncertainty.
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2.2.5.2. Characteristics of resource outflows Recyclability
The recyclability of the Group’s products depends to a large extent
Durability on the nature and purpose of the product:
The Group’s products are used in a wide range of applications,
and their durability varies from a few months to several decades. Parts of components that can be reused in their current form
for other purposes are considered recyclable. Materials that are
For products manufactured by the Electrical Power segment reusable after processing are not included in the recyclability rate
for which a life cycle assessment has been carried out, the (e.g. sand).
methodology is defined by the PEP ecopassport® program, a
benchmark in the electrical equipment solutions industry. It is ■ Graphite and felt products can be recycled in certain channels.
based on standards in which the reference lifespan is 20 years For example, graphite is ground and the powder used in other
for electrical appliances and, for the rail sector, 15 years for bus manufacturing processes.
bars, in line with the lifespan of electric vehicles. ■ Heat exchangers for the chemical industry are assemblies
For products in the Advanced Materials segment, durability varies integrated into complex processes. They are recyclable in the
considerably depending on the end-user’s application. sense that the metals can be recovered.
■ Current brushes contain metals that can be recycled.
Repairability
The recyclability of electrical products is determined by a life cycle
The vast majority of the Group’s products are consumables and
assessment (EIME tool).
are not intended for repair. In terms of customer usage, they are
state of the art. ■ Fuses can be recycled for their metals and sand. They are
considered to be at least 30% recyclable in terms of their metal
composition.
■ Bus bars and cooling devices are made of metals, the proportion
of which varies widely. Depending on the percentage, the
product sold is between 10% and 90% recyclable.
Packaging comes in many forms: users can recycle 100% of the
wood and cardboard.



2.2.5.3. Total amount of waste from own operations

Industrial waste in tonnes 2024 2023 % N/N-1

Total amount of waste generated 22,433 23,095 -3%
Total amount of non-disposed waste 17,632 18,144 -3%
Of which non-disposed hazardous waste 1,021 1,434 -40%
• Preparing for reuse 0 4 -
• Recycling 610 955 -57%
• Other recovery operations 411 475 -16%
Of which non-disposed non-hazardous waste 16,611 16,709 -1%
• Preparing for reuse 3,062 2,710 +11%
• Recycling 12,311 12,470 -1%
• Other recovery operations 1,238 1,529 -23%
Total amount of disposed waste 4,801 4,952 -3%
Of which disposed hazardous waste 1,146 1,559 -36%
• Incineration* 344 468 -36%
• Landfill* 802 1,091 -36%
• Other disposal operations* 0 0 -
Of which disposed non-hazardous waste 3,655 3,393 +7%
• Incineration* 1,096 1,018 +7%
• Landfill* 2,558 2,375 +7%
• Other disposal operations* 0 0 -
Total amount of non-recycled waste 6,450 6,955 -8%
Percentage of non-recycled waste (%) 28.8% 30% -5%
* See methodology below.
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Methodology The Group’s main waste streams are thermal process waste,
The Group assumes that landfill and incineration account for 70% chiefly from graphite manufacturing, and ordinary industrial and
and 30%, respectively, of total waste disposed. This assumption is packaging waste.
based on the OECD’s analysis of the distribution of waste disposal The materials that are present are refractories, solid sludge and
methods used worldwide in 2023. For reporting year 2024, the scrap metal.
Group did not have individual site data. It plans to carry out an
The Group produced 21,682,168 tonnes of hazardous waste in
in-depth study over the next two years to determine the practices
2024, none of which was radioactive.
of its sites based on location.
It collects waste generated by its industrial sites on a quarterly
basis. Administrative sites are not concerned since office waste
is insignificant in terms of volume and type. Waste is classified
according to the waste categories listed in the European Waste
Directive.



2.3. European Taxonomy

2.3.1. Regulatory environment ■ the proposals of the Technical Working Group in the March
2022 Platform on Sustainable Finance report;
The European Union (EU) has issued Regulation (EU) 2020/852
of the European Parliament and of the Council of June 18, 2020 ■ the Commission’s Frequently Asked Questions (FAQ) or
on the establishment of a framework to facilitate sustainable Commission Notice on the interpretation of certain legal
investment (known as the Taxonomy Regulation)(1). It requires provisions of the Delegated Regulation 2021/2178 published in
companies to disclose key performance indicators demonstrating December 2022 and the Climate Delegated Act of June 4, 2021;
the sustainable share of their eligible and aligned turnover, capital ■ the amendments of Objectives 1 and 2 amending Delegated
expenditure and operating expenditure derived from products Regulation (EU) 2021/2139 establishing additional technical
and/or services associated with economic activities considered screening criteria for determining the conditions under which
environmentally sustainable within the meaning of the Regulation certain economic activities qualify as contributing substantially
and its delegated acts for the environmental objectives. to climate change mitigation or climate change adaptation and
The annexes to the Delegated Regulations provide definitions of for determining whether those activities cause no significant
eligible activities, including the corresponding NACE (statistical harm to any other environmental objectives(4)(5);
classification of economic activities in the European Community) ■ clarification of the Taxonomy’s other environmental objectives
codes, and technical criteria to determine whether those activities relating to the sustainable use and protection of water and
can be classified as effectively sustainable. Consequently, marine resources, the transition to a circular economy, pollution
activities that do not comply with the descriptions are regarded prevention and control, and the protection and restoration of
as “not defined” in the reference framework (or “non-eligible”). biodiversity and ecosystems via the Commission Delegated
This Regulation has been supplemented by: Regulation (EU) of June 27, 2023 supplementing Delegated
Regulation (EU) 2020/2139(5).
■ the Climate Delegated Act of June 4, 2021 and its annexes(2)
supplementing Regulation (EU) 2020/852 by establishing the Some information may change depending on the arbitrations and
technical screening criteria for determining the conditions clarifications of the European Commission.
under which an economic activity qualifies as contributing
substantially to climate change mitigation or climate change
adaptation;
■ Delegated Regulation 2021/2178 of the European Commission
of July 6, 2021 and its annexes supplementing Regulation
(EU) 2020/852 by specifying how to calculate the KPIs and
the narrative information to be disclosed(3);




(1) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32020R0852&from=EN
(2) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=PI_COM:C(2021)2800&from=EN
(3) https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021R2178&from=EN
(4) https://eur-lex.europa.eu/resource.html?uri=cellar:aeb97864-150e-11ee-806b-01aa75ed71a1.0022.02/DOC_2&format=PDF
(5) Commission Delegated Regulation (EU) 2023/2486 of June 27, 2023 supplementing Regulation (EU) 2020/852 of the European Parliament
and of the Council by establishing the technical screening criteria for determining the conditions under which an economic activity qualifies
as contributing substantially to the sustainable use and protection of water and marine resources, to the transition to a circular economy,
to pollution prevention and control, or to the protection and restoration of biodiversity and ecosystems, and for determining whether that
economic activity causes no significant harm to any of the other environmental objectives and amending Commission Delegated Regulation
(EU) 2021/2178 as regards specific public disclosures for those economic activities (europa.eu)
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2.3.1.1. Regulatory indicators Denominator: All cash flows from capital expenditure and
The disclosure requirements for 2024 key performance indicators intangible assets (including those resulting from business
(KPIs) cover “eligibility” and “alignment” for all the climate combinations) before depreciation, amortization, revaluations
objectives: and changes in fair value.

1. climate change mitigation; OpEx:

2. climate change adaptation; Numerator: operating expenses related to assets or processes
associated with (i) taxonomy-eligible activities, and direct non-
3. the sustainable use and protection of water and marine capitalized costs relating to R&D, or (ii) individual measures
resources; promoting low-carbon activities or individual building renovation
4. the transition to a circular economy; measures.
5. pollution prevention and control; Mersen has no operating expenses committed to a plan to expand
a sustainable activity or make an activity sustainable (“OpEx
6. the protection and restoration of biodiversity and ecosystems.
Plan”).
An activity is considered eligible under the European Taxonomy
Denominator: direct non-capitalized costs relating to R&D, building
if it is included in the list of economic activities covered in the
renovation measures, short-term leases, and maintenance and
regulation and its delegated acts. It is aligned when it meets all
repairs, as well as all other direct expenditure in connection with
of the technical screening criteria, which are made up of specific
the daily maintenance of property, plant and equipment by the
conditions and performance thresholds required to demonstrate a
company or a third-party contractor that are necessary to ensure
substantial contribution to one of the six environmental objectives
the continuous and effective operation of these assets.
(SC – “Substantial Contribution” criteria), and does no significant
harm to the other objectives (DNSH – “Do No Significant Harm”)
in compliance with the minimum safeguards (MS – “Minimum 2.3.2. Eligibility of activities
Safeguards”) related to human rights, corruption, taxation and The financial information is sourced from the Group’s information
competition law. systems (CapEx monitoring, consolidation) after the closing of
Mersen is required to disclose KPIs that show the share of its the annual financial statements. They are jointly analyzed and
eligible turnover, capital expenditure (CapEx) and operating monitored by local and central teams to ensure consistency with
expenditure (OpEx) resulting from products and/or services consolidated turnover and capital expenditure, and reviewed by
associated with economic activities described in the annexes to the Group’s Finance, and Strategy and Development Departments.
the Taxonomy, as well as KPIs that show the share of its aligned
turnover, CapEx and OpEx resulting from products and/or services 2.3.2.1. Breakdown of turnover
associated with economic activities defined as sustainable in the The Group’s reporting frameworks allow for the segmentation of
annexes to the Climate Delegated Acts(1)(2)(3). turnover by business unit, product, application and market.
2.3.1.2. Definitions of KPIs The denominator follows the accounting definition and can be
reconciled with the financial statements.
The KPIs presented are calculated according to the same
methodology as the information presented in the notes to the The application approach has been favored when the business
financial statements. unit has detailed information on the performance of its products
as regards the criteria in the objectives of the Taxonomy and when
Turnover:
the market is not or is only marginally eligible.
Numerator: net turnover of products or services associated with
The market approach has been adopted when the business
taxonomy-eligible economic activities.
unit does not have sufficient information about its products as
Denominator: net turnover of products and services. regards the criteria in the objectives of the Taxonomy or when
CapEx: the product is not identified by the Taxonomy but can be included
when the destination market corresponds to an activity included
Numerator: Cash flows used in capital expenditure and intangible in the Taxonomy.
assets related to assets or processes that are associated with
(i) taxonomy-eligible activities, or (ii) the purchase of output from The mixed approach combines the above two methods. It is used
taxonomy-eligible activities. when it is possible to evaluate the activities by market and when
the level of detail on a specific type of product allows it.
Mersen has no capital expenditure committed to a plan to expand
a sustainable activity or make an activity sustainable (“CapEx
Plan”).




(1) Commission Delegated Regulation (EU) 2021/2178 of July 6, 2021 supplementing Regulation (EU) 2020/852 of the European Parliament
and of the Council by specifying the content and presentation of information to be disclosed by undertakings subject to Articles 19a or 29a
of Directive 2013/34/EU concerning environmentally sustainable economic activities, and specifying the methodology to comply with that
disclosure obligation.
(2) Annex I to the Delegated Act concerning the climate change mitigation objective. Available at:
https://ec.europa.eu/finance/docs/level-2-measures/taxonomy-regulation-delegated-act-2021-2800-annex-1_en.pdf
(3) IFRS accounting standard applied by the company.
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Does the BU have sales by market
and by product type?


Market and products



What share of the market and what share of the
products is eligible?


% eligible markets > % eligible markets <
% eligible products % eligible products




Are some of the non-eligible Are some of the non-eligible
markets related to eligible products related to eligible
products? markets?
Market only Product only
No Yes No Yes


#2 Market #1 Application #2 Market #3 Mixed #1 Application #3 Mixed
approach approach approach approach approach approach




Characterization of activities 2.3.2.2. Approach for CapEx
A market or an application is considered eligible if it corresponds The Mersen group has industrial operations in over 30 countries,
precisely to the definition of one of the activities described in with 55 manufacturing sites. It has decided to focus its analysis
the Taxonomy. If not, the market or application is considered on the main contributing sites, while ensuring that the selection
“non-eligible”. is representative of all the Group’s sites.

Double counting The assessment thus covered around 45 sites accounting for
99% of the Group’s total capital expenditure.
For several years now, the Group has been tracking its turnover in
sustainable development markets, which it publishes in its URD. CapEx and intangible assets were considered eligible-aligned or
This monitoring allows insulating felt sales to be analyzed in detail eligible-non-aligned when they were associated with a product
by market (solar, aeronautics and SiC semiconductors), so sales or market identified as such under the Taxonomy.
are not double counted. The assumption used for the end markets CapEx and intangible assets that cannot be directly linked to
of sales of bus bars and fuses is the breakdown by market of the such a product or market have been allocated in proportion to
entire activity to which they belong. the site’s turnover.

Double counting
Double counting is avoided for CapEx, as it is either clearly
identified with an activity, or broken down according to the site’s
activity profile.
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Activities eligible in respect of objectives 1 and 2 (climate change mitigation and adaptation)
of the European Taxonomy as of December 31, 2024

Mersen’s corresponding activities
Activity as described Materials: activities in the Advanced Materials segment
NACE code (1)
in the regulations(2) Description of the activity Power: activities in the Electrical Power segment

C25, C27, C28 3.1 Manufacture Manufacture of renewable energy Solar:
of renewable energy technologies, where renewable energy • Materials: Solar cell manufacturing
technologies is defined in Article 2(1) of Directive (EU) • Power: Electrical protection, power conversion
2018/2001. Wind:
• Materials: Brushes, signal transfer
• Power: Electrical protection, power conversion
Hydro-power:
• Materials: Brushes
C27.2 3.4 Manufacture Manufacture of rechargeable batteries, Energy storage:
and E38.32 of batteries battery packs and accumulators for • Materials: Insulation felts
transportation, stationary and off-grid energy • Power: Electrical protection, power conversion
storage and other industrial applications.
Manufacture of respective components
(battery active materials, battery cells,
casings and electronic components).
Recycling of end-of-life batteries.
C22, C25, 3.6 Manufacture Manufacture of technologies aimed • Materials: Heat exchangers, silicon carbide
C26, C27 of other low carbon at substantial GHG emission reductions scan mirrors, graphite and insulating felt
and C28 technologies in other sectors of the economy, where • Power: Power conversion
those technologies are not covered
in Sections 3.1 to 3.5 of this Annex.
3.18 Manufacture Manufacture, repair, maintenance and • Power: Fuses, bus bars, cooling devices
of automotive upgrade of components for zero-emission and SPDs
and mobility mobility systems.
components(3)
3.19 Manufacture Manufacture, installation, technical advisory, • Materials: pantograph strips, brushes,
of railway rolling modernization, upgrade, repair, maintenance slip ring assemblies
stock components(3) and reuse of rail-related products, • Power: Fuses, SPDs, power conversion,
equipment, systems and software. current collector and earth current return units
3.20 Manufacture, Systems for integrating renewable energy • Power: passive components, electrical panels
installation and sources into the power grid; interconnecting
maintenance or increasing grid automation, flexibility and
of high, medium stability; managing demand response and
and low-voltage developing transmission to drive substantial
electrical equipment improvement in energy efficiency.
for the transmission
and distribution
of electricity(3)
C30.3 3.21 Manufacture Manufacture, repair, maintenance, overhaul, • Materials: Brushes, graphite and insulation felt
of aircraft(3) refitting, design, reuse and upgrade of • Electrical: electrical protection and power
aircraft and aircraft parts and equipment. conversion
(1) Statistical classification of economic activities in the European Community.
(2) Delegated Act of June 4, 2021 and its Annexes 1 and 2 on climate change mitigation and adaptation. Commission Delegated Regulation (EU) of June 27, 2023 for the four
other objectives.
(3) Activities eligible for mitigation only.
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Activity eligible in respect of objective 4 (circular economy) of the European Taxonomy
as of December 31, 2024
Mersen’s corresponding activities
Activity as described Materials: activities in the Advanced Materials segment
NACE code(1) in the regulations(2) Description of the activity Power: activities in the Electrical Power segment

C26.1, C27.1, 1.2 Manufacture Manufacture of electrical and electronic • Power: Fuses, SPDs, capacitors, cooling devices
C27.2, C27.3 of electrical equipment for industrial, professional
and C27.9 and electronic and consumer use.
equipment
(1) Statistical classification of economic activities in the European Community.
(2) Delegated Act of June 4, 2021 and its Annexes 1 and 2 on climate change mitigation and adaptation. Commission Delegated Regulation (EU) of June 27, 2023 for the four
other objectives.


2.3.3. Alignment of activities ■ The manufacture, installation and maintenance of high-,
medium- and low-voltage electrical equipment for the
An activity may qualify as “aligned” or “sustainable” under
transmission and distribution of electricity (code 3.20): for
the taxonomy if it contributes substantially to one of the six
Mersen, this means passive components such as bus bars
environmental objectives and does no significant harm to any
and electrical panels.
of the other five objectives. A “sustainable” activity must also
meet minimum safeguards (aligned with the OECD Guidelines There is no double counting for products that can be aligned to
for Multinational Enterprises and the UN Guiding Principles on several activities.
Business and Human Rights). The Group decided to limit its analysis of the alignment criteria
to this scope in 2024.
2.3.3.1. Substantial contribution criteria
All the DNSH and MS criteria have been reviewed for the scope
The following activities meet the criteria for a substantial of sites corresponding to these activities. These manufacturing
contribution to the climate change mitigation objective by definition: sites are representative of the Group’s two areas of expertise,
■ The manufacture of renewable energy technologies (code 3.1): located on three continents, based on 2024 turnover.
for Mersen, this means products used in the manufacture of In 2024, these industrial sites represented €254 million, i.e., 20%
renewable energies (mainly solar cells), as well as components of turnover and 27% of eligible turnover. As the Group covers
dedicated to renewable energies (wind, solar PV, hydraulic); many markets with bespoke products, it will extend the analysis
■ The manufacture of stationary batteries and their components to the other eligible activities in the coming years (see outlook
(code 3.4): these are passive components for batteries and paragraph).
power converters that help reduce greenhouse gas emissions
in the green transportation and stationary storage sectors, as 2.3.3.2. DNSH(1) criteria
well as in various other industrial applications. Aligned products An analysis of the DNSH criteria was conducted under the above-
are fuses, capacitors, bus bars and cooling devices; mentioned scope.
■ The manufacture of automotive and mobility components (code
3.18): Mersen’s offer for electric vehicles automatically meets Climate change adaptation
the criteria for zero carbon emissions vehicles. The business In 2021, Mersen mapped the physical climate-related risks of
covers a range of dedicated fuses, laminated bus bars, cooling its manufacturing sites with the highest asset values. Using the
devices and SPDs (Surge Protection Devices); data from the Natural Hazards Edition of its insurer Munich Re
and with the help of an external firm, the Group identified only
■ The manufacture of railway rolling stock components
four sites with a very high risk, all these sites being affected by
(code 3.19): For the electric train market, Mersen designs
flooding (see ESRS 2, IRO-1).
current collector and earth current return units and pantograph
strips, which play a key role in power transfer, and carbon As part of the DNSH criteria analysis, a detailed climate
brushes for traction motors; assessment of the Juarez site was carried out, given its weight in
terms of aligned turnover. With the help of consulting firm EcoAct,
the Group carried out a prospective analysis of the future exposure
of this site to the 28 hazards defined in the Taxonomy over the
period 2021 to 2040, based on the IPCC RCP 8.5 scenario (4 or
5 degrees Celsius global warming by 2100), compared with the
reference scenario modeled for the period 1971 to 2000. This
analysis was complemented by a vulnerability analysis.




(1) Do No Significant Harm.
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Based on this work, it was concluded that the site could also In addition, under its new 2022-2027 CSR roadmap, the Group
be at significant risk from high temperatures and at moderate has undertaken to reduce its water consumption intensity over
risk from water stress. However, the assessment revealed the the period by 15% and to draw up a water conservation plan for
site’s low vulnerability to the risks of water stress and flooding. all sites exposed to water stress by 2027.
The adaptation plan was drawn up to mitigate the site’s high
Mersen reports annually on the water consumption of its
vulnerability to extreme heat.
manufacturing sites. In this context, it ensures compliance with
Faced with these known risks, the site has taken adjustment local regulatory constraints on this issue. In 2024, there was no
measures for some time now, such as insulating buildings or notification from the authorities.
painting the walls in white to combat high temperatures and
reusing the water from these processes for sanitary purposes Transition to a circular economy
to reduce its vulnerability to water stress. These measures The Group drew up a purchasing policy aimed at defining the
significantly limit the risks. practices to be implemented by the Group’s purchasing community
in order to encourage, in particular, recycled material alternatives
In addition to these measures, the site implemented the following
whenever possible. Since 2022, the Group has been identifying
actions in 2024:
the share of certain recycled metals in its purchases, with a focus
■ renovation of air cooling systems; on copper, aluminum, zinc, steel, nickel and silver. In 2024, the
■ installation of new barometric windows, improving fresh air share of these recycled metals reached 30%.
circulation in production areas and reducing the sensation of In 2024, the Group carried out an evaluation of the criteria for its
heat; aligned products in its Advanced Material and Electrical Power
■ replacement and insulation of water pipes for cooling devices; segments.

■ refreshment of white paint on walls. Almost all its Electrical Power products, especially those using
metallic materials, reuse components from recycled sources.
The Group will conduct further analyses to identify other paths Only certain specific products (capacitors, cooling devices),
for improvement. which require the purest possible components do not use such
materials. In Advanced Materials, the Group recycles internally
Sustainable use and protection of water
some production residues from the graphite manufacturing
and marine resources
process in various productions.
In 2024, Mersen updated the water stress map of its production
sites. It was unchanged from 2023 on a like-for-like basis. The Durability, recyclability and ease of disassembly depend to a large
Group acquired six manufacturing sites in 2024, one of which is extent on the products under consideration and their functions,
located in an area of high water stress (Metamora in the United which by their nature may require high durability (capacitors,
States). cooling devices or bus bars) or be difficult to disassemble (blown
fuses).
The sites included in the selected alignment scope and located
in areas of high or extremely high water stress are the same Information on substances of concern and their traceability is
as in 2023. These are Bangalore (India), Juarez (Mexico) and provided by REACH and ROHS certificates supplied to customers
Yantai (China). on request.

The Bangalore site in India has had a water conservation plan In waste management, Mersen considers that the reduction of
since 2019. It is working collectively to find solutions to save emissions of all kinds and waste reduction play an important role
water, such as reprocessing wastewater or installing water savers. in environmental impact reduction. The Group has set a target
Since 2019, the site also benefits from a 200,000-liter reservoir for increasing waste recycling (see 2022-2027 CSR roadmap
to collect rainwater. and ESRS E5). There is a target with associated action plans
for each site.
The Juarez site has implemented water saving measures including
reusing water from washing and cooling processes and installing Pollution prevention and control
filtration systems. The Group ensures that the use of substances of concern is under
Despite its location in an area of extremely high water stress, the its control, in particular by complying with regulations on the use
Yantai site has a low volume of water withdrawals, and therefore of chemical substances. With regard to the RoHS directive, the
no significant impact on local resources. Group ensures the monitoring and updating of the certificates
and makes them available to European customer services. In
addition, it actively works on the replacement of substances on
the exemption list to renew product lines.
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The Group also complies with the REACH regulation and is 2.3.3.3. Minimum safeguard criteria
organized to collect the necessary information from strategic
suppliers. It identifies the presence of substances defined in the Human rights, ethics and compliance commitments
REACH regulation and establishes the regulatory documents. The Group is a signatory of the United Nations Global Compact,
which is built on ten fundamental principles in the areas of human
In 2023, the Group carried out a survey of all its manufacturing
rights, international labor standards (ILO), the environment and
sites to identify a list of substances of potential concern used
the fight against corruption. It has drawn up a human rights
in their industrial processes. Two action plans were drawn up
policy setting out its commitments in terms of legal employment,
as a result. The first involves replacing lead in solders, with the
prohibition of child and forced labor, freedom of association and the
transition due to be completed by 2025. The second concerns the
right to collective bargaining, improvement of working conditions
graphite sites, for which a preliminary study has been launched for
and promotion of equal opportunities. In addition, in sections G1
treating certain types of waste. In 2024, the Amiens site (France)
and ESRS 2 GOV of the report, the Group describes its ethics and
identified the use of boric acid in the upstream phase of brush
compliance culture, as well as the measures put in place to ensure
manufacturing. This substance is destroyed during the curing
that it is well understood, and that the whistleblowing system
phase of the manufacturing process, leaving no traces left on
is effective. Lastly, ethics and compliance are underpinned by
the brooms sold. The use of this substance is being reviewed
policies and codes (code of ethics, anti-corruption code) covering
with a view to substituting it without compromising on technical
subjects such as the fight against corruption, competition law and
properties.
responsible taxation. These issues are integrated into the Group’s
The Group updates its inventory of substances of concern used internal audit program, and training courses are provided to raise
on its manufacturing sites, in line with regulatory developments. awareness of them among all employees.

Protection and restoration of biodiversity and Risk map
ecosystems On the basis of the list of rights of the International Human Rights
In 2021, Mersen identified its production sites and their proximity Charter (International Labor Organization), the Group drew
to protected areas in a biodiversity map. On this basis, only two up a map of risks in 2023 relating to human rights violations,
sites contributing significantly to the selected alignment scope based on 13 interviews with human resources managers of sites
were identified as being in a protected area. Actions to preserve representing the regions where the Group operates. As a result,
biodiversity in these areas are described in ESRS 2, IRO-1. specific areas of action were identified, primarily in the field of
The Group ensures that all its sites are in administrative pay equity, social protection and work-life balance. In response
compliance with local regulations. To this end, it conducts an to the risks identified, the Group has drawn up action plans to be
annual survey of its site managers. In 2024, no biodiversity loss rolled out either at corporate or regional level.
was recorded. Mersen has never been convicted for human rights violations.


2.3.4. Results
These results cover all activities included in the scope of Mersen’s financial consolidation at December 31, 2024.

2.3.4.1. Turnover
Eligible activities account for 74% of the Group’s 2024 turnover:

As a % of total turnover 2024 2023

Eligible turnover 74% 75%
ALIGNED TURNOVER 20% 21%

Proportion of turnover associated with taxonomy-eligible and/or aligned economic activities per environmental objective:

2024 Proportion of turnover/total turnover

Taxonomy-aligned Taxonomy-eligible
by objective by objective

Climate change mitigation (CCM) 20% 47%
Climate change adaptation (CCA) 11% 29%
Water and marine resources (WMR) 0% 0%
Circular economy (CE) 0% 27%
Pollution prevention and control (PPC) 0% 0%
Biodiversity and ecosystems (BIO) 0% 0%
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2.3.4.2. CapEx
Cash flows of eligible capital expenditure and intangible assets account for 82% of the Group’s total CapEx and intangible assets:

As a % of total CapEx 2024 2023

Eligible CapEx 82% 85%
ALIGNED CAPEX 15% 16%

Proportion of CapEx and intangible assets associated with taxonomy-eligible and/or aligned economic activities per environmental
objective:

2024 Proportion of CapEx/total CapEx

Taxonomy-aligned Taxonomy-eligible
by objective by objective

Climate change mitigation (CCM) 15% 74%
Climate change adaptation (CCA) 5% 59%
Water and marine resources (WMR) 0% 0%
Circular economy (CE) 0% 7%
Pollution prevention and control (PPC) 0% 0%
Biodiversity and ecosystems (BIO) 0% 0%


CapEx reconciliation with financial statements

Data from the statement of cash flows (see Chapter 3: Management report, section 4) In millions of euros

Investments in intangible assets (12.3)
Investments in property, plant and equipment (204.3)
Disposals of assets and other 3.1
Total CapEx (213.5)


2.3.4.3. OpEx
Based on a number of sites representing approximately half of its OpEx, the Group has estimated the amount of the OpEx denominator
to be analyzed with respect to the Taxonomy would be around 2.6% of the total (total OpEx of €1,132 million). The Group considered
this amount immaterial.
Proportion of OpEx associated with taxonomy-eligible and/or aligned economic activities per environmental objective:

2024 Proportion of OpEx/total OpEx

Taxonomy-aligned Taxonomy-eligible
by objective by objective

Climate change mitigation (CCM) 0%* 0%*
Climate change adaptation (CCA) 0%* 0%*
Water and marine resources (WMR) 0%* 0%*
Circular economy (CE) 0%* 0%*
Pollution prevention and control (PPC) 0%* 0%*
Biodiversity and ecosystems (BIO) 0%* 0%*
(*) Insignificant amount
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2.3.5. Outlook 2.3.6. Reconciliation of Taxonomy
In the coming years, the Group will continue to analyze all turnover and turnover for
alignment criteria for the Group’s eligible activities, and in sustainable development markets
particular:
For several years, the Group has been reporting on its turnover
■ With regard to climate change mitigation, activity 3.6 linked to sustainable development markets (see chapter 1). Such
“Manufacture of other low-carbon technologies”, especially markets include:
products serving the SiC semiconductor market.
■ renewable energies;
■ With regard to the transition to the circular economy, activity 1.2
■ green transportation: rail and electric vehicles;
“Manufacture of electrical and electronic equipment”, especially
fuses and fuseholders. ■ electronics for energy efficiency: manufacture of semiconductors
(Si or SiC) and components for power electronics;
It will also pay particular attention to any changes in the regulation
and its interpretation in the coming years. ■ certain process industries, in particular those related to heat
treatment;
It could progressively extend certain analyses to an even broader
scope, in particular regarding the MS criteria and also for the ■ the pharmaceutical market (API) and chlor-alkali electrolysis.
DNSH criteria when relevant. The Taxonomy Directive approach is different, but the underlying
philosophy is the same.

Reconciliation between the two methods is shown in the table below.


Sustainable Development turnover (Mersen definition) Eligible Non-eligible

Markets
Solar power
Wind power
Hydro-power
Storage
Rail
EV
Si semiconductors
SiC semiconductors
Applications/Market
Power conversion
Applications
Insulation/Thermal treatment
API

Other Mersen activities treated as eligible under the Taxonomy

Electrical protection*
Heat exchangers**
Aeronautics
* Excluding products included in sustainable development markets as per Mersen’s current classification.
** Products, maintenance and services for the chemical industry not included in sustainable development markets as per Mersen’s current classification, Eco&Flex excepted.
Corresponding to activities included in both sustainable development contracts (Mersen definition) and eligible according to the taxonomy.
Corresponding to either sustainable development activities (Mersen definition) or eligible or admissible according to the taxonomy, but not both definitions.
156




Financial year Y 2024 Substantial Contribution Criteria DNSH criteria (“Do No Significant Harm”)
4
Proportion of
Proportion Taxonomy-
of Climate Climate Climate Climate aligned (A.1.) Category Category
Turnover turnover, change change Circular change change Circular Minimum or eligible (A.2.) enabling transitional
Economic activities Code (€m) year Y mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards turnover, year Y-1 activity activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
2.3.7.1. Turnover

A.1. Environmentally sustainable activities (Taxonomy-aligned)
Manufacture of renewable
CCM 3.1 and CCA 3.1 138 11% YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 13% E
energy technologies
Manufacture of batteries CCM 3.4 and CCA 3.4 6 0% YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
2.3.7. Reporting scope




Manufacture of automotive
CCM 3.18 25 2% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 2% E
and mobility components
Manufacture of rail rolling
CCM 3.19 49 4% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 4% E
stock constituents
Manufacture, installation
ENVIRONMENTAL INFORMATION




and servicing of high, medium and
SUSTAINABILITY REPORT




low-voltage electrical equipment
for electrical transmission and CCM 3.20 26 2% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 2% E
distribution that result in or enable
a substantial contribution to
climate change mitigation
Turnover of environmentally sustainable
245 20% 19% 19% 0% 0% 0% 0% YES YES YES YES YES YES YES 21%
activities (Taxonomy-aligned) (A.1)
Of which Enabling 245 20% 19% 11% 0% 0% 0% 0% YES YES YES YES YES YES YES 21% E
Of which Transitional 0 0% NO NO NO NO NO NO NO 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Manufacture of renewable
CCM 3.1 et CCA 3.1 3 0% EL EL N/EL N/EL N/EL N/EL
energy technologies
Manufacture of automotive
CCM 3.18 2 0% EL N/EL N/EL N/EL N/EL N/EL
and mobility components
Manufacture of rail rolling stock
CCM 3.19 47 4% EL N/EL N/EL N/EL N/EL N/EL 3%
constituents
Manufacturing of aircraft CCM 3.21 61 5% EL N/EL N/EL N/EL N/EL N/EL 4%
Manufacture of electrical
CE 1.2 334 27% N/EL N/EL N/EL N/EL EL N/EL 28%
and electronic equipment
Manufacture of other low carbon
CCM 3.6 and CCA 3.6 228 18% EL N/EL N/EL N/EL N/EL N/EL 19%
technologies
Turnover of Taxonomy-eligible but not
environmentally sustainable activities 675 54% 26% 0% 0% 0% 27% 0% 15%
(not Taxonomy-aligned activities) (A.2)
A. Turnover of Taxonomy-eligible activities
920 74% 45% 11% 0% 0% 27% 0% 29%
(A.1 + A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 323 26%
TOTAL (A. + B.) 1,244 100%
Financial year Y 2024 Substantial Contribution Criteria DNSH criteria (“Do No Significant Harm”)

Proportion of
Climate Climate Climate Climate Taxonomy aligned Category Category
Proportion change change Circular change change Circular Minimum (A.1.) or eligible enabling transitional
CapEx of CapEx mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards (A.2.) CapEx, year activity activity
Economic activities (1) Code (2) (3) year Y (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) Y-1 (18) (19) (20)


2.3.7.2. CapEx
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (taxonomy-aligned)
Manufacture of renewable
CCM 3.1 and CCA 3.1 11 5% YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 8% E
energy technologies
Manufacture of batteries CCM 3.4 and CCA 3.4 0 0% YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
Manufacture of automotive E
CCM 3.18 13 5% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 5%
and mobility components
Manufacture of rail rolling stock
CCM 3.19 6 3% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 1% E
constituents
Manufacture, installation and
servicing of high, medium and
low-voltage electrical equipment
for electrical transmission and CCM 3.20 7 3% YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 2% E
distribution that result in or enable
a substantial contribution to
climate change mitigation
CapEx of environmentally sustainable activities
36 15% 15% 5% 0% 0% 0% 0% YES YES YES YES YES YES YES 16%
(Taxonomy-aligned) (A.1.)
Of which Enabling 39 15% 15% 5% 0% 0% 0% 0% YES YES YES YES YES YES YES 16% E
Of which Transitional 0% 0% YES YES YES YES YES YES YES 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Manufacture of renewable
CCM 3.1 et CCA 3.1 0 0% EL EL N/EL N/EL N/EL N/EL 0%
energy technologies
Manufacture of automotive
CCM 3.18 3 1% EL N/EL N/EL N/EL N/EL N/EL 0%
and mobility components
Manufacture of rail rolling stock
CCM 3.19 3 1% EL N/EL N/EL N/EL N/EL N/EL 4%
constituents
Manufacturing of aircraft CCM 3.21 6 2% EL N/EL N/EL N/EL N/EL N/EL 2%
Manufacture of electrical and
CE 1.2 17 7% N/EL N/EL N/EL N/EL EL N/EL 2%
electronic equipment
Manufacture of other low carbon
CCM 3.6 and CCA 3.6 128 54% EL N/EL N/EL N/EL N/EL N/EL 61%
technologies
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) 157 67% 57% 0% 0% 0% 7% 0% 69%
(A.2)
A. CapEx of Taxonomy-eligible activities (A.1 + A.2) 193 82% 74% 5% 0% 0% 7% 0% 85%
CapEx of Taxonomy-non-eligible activities 42 18%
TOTAL (A. + B.) 235 100%
ENVIRONMENTAL INFORMATION
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4
158




Financial year Y 2024 Substantial Contribution Criteria DNSH criteria (“Do No Significant Harm”)
4
Proportion
of Taxonomy
Climate Climate Climate Climate aligned (A.1.) Category Category
Proportion change change Circular change change Circular Minimum or eligible (A.2.) enabling transitional
of OpEx mitigation adaptation Water Pollution economy Biodiversity mitigation adaptation Water Pollution economy Biodiversity safeguards OpEx, year Y-1 activity activity
2.3.7.3. OpEx


Economic activities (1) Code (2) OpEx (3) year Y (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15) (16) (17) (18) (19) (20)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (taxonomy-aligned)
Manufacture of renewable
CCM 3.1 and CCA 3.1 0* 0%* YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
energy technologies
Manufacture of batteries CCM 3.4 and CCA 3.4 0* 0%* YES YES N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
Manufacture of automotive
CCM 3.18 0* 0%* YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
and mobility components
Manufacture of rail rolling stock
CCM 3.19 0* 0%* YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
constituents
ENVIRONMENTAL INFORMATION




Manufacture, installation and
SUSTAINABILITY REPORT




servicing of high, medium and
low-voltage electrical equipment
for electrical transmission and CCM 3.20 0* 0%* YES N/EL N/EL N/EL N/EL N/EL YES YES YES YES YES YES YES 0% E
distribution that result in or enable
a substantial contribution to
climate change mitigation
OpEx of environmentally sustainable activities
0* 0%* 0% 0% 0% 0% 0% 0% YES YES YES YES YES YES YES 0%
(taxonomy-aligned) (A.1)
Of which Enabling 0* 0%* 0% 0% 0% 0% 0% 0% YES YES YES YES YES YES YES 0% E
Of which Transitional 0* 0%* YES YES YES YES YES YES YES 0% T
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Manufacture of rail rolling
CCM 3.19 0* 0%* EL N/EL N/EL N/EL N/EL N/EL 0%*
stock constituents
Manufacturing of aircraft CCM 3.21 0* 0%* EL N/EL N/EL N/EL N/EL N/EL 0%*
Manufacture of electrical
CE 1.2 0* 0%* N/EL N/EL N/EL N/EL EL N/EL 0%*
and electronic equipment
Manufacture of other low
CCM 3.6 and CCA 3.6 0* 0%* EL N/EL N/EL N/EL N/EL N/EL 0%*
carbon technologies
OpEx of Taxonomy-eligible but environmentally
unsustainable (non-taxonomy-aligned) activities 0* 0%* 0% 0% 0% 0% 0% 0% 0%
(A.2.)
* Total amount of OpEx, non significant.
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2.3.7.4. Activities related to nuclear power and fossil gas

Nuclear energy related activities
The undertaking carries out, funds or has exposures to research, development, demonstration and deployment
of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste NO
from the fuel cycle.
The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations
to produce electricity or process heat, including for the purposes of district heating or industrial processes NO
such as hydrogen production, as well as their safety upgrades, using best available technologies.
The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations
that produce electricity or process heat, including for the purposes of district heating or industrial processes NO
such as hydrogen production from nuclear energy, as well as their safety upgrades.
Fossil gas related activities
The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities
NO
that produce electricity using fossil gaseous fuels.
The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined
NO
heat/cool and power generation facilities using fossil gaseous fuels.
The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat
NO
generation facilities that produce heat/cool using fossil gaseous fuels.
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4
3. SOCIAL INFORMATION
3.1. Own workforce (ESRS S1)

3.1.1. Interests and perspectives 3.1.2.3. Effects of Integrated Risks
of stakeholders (SBM-2) and Opportunities (IROs) on the strategy
and business model.
The methods of dialogue with the Group’s employees are defined
in ESRS 2 SBM-2 and in the present chapter in S1-2. Positive impact: Diversity, inclusion, and equal
Mersen employees consist of those with permanent contracts, opportunities.
fixed-term contracts, or apprenticeship contracts. Present in more than 30 countries across 4 continents, Mersen
has made the diversity of origins, backgrounds, cultures, and
Mersen also employs interns. The Group can also employ
ways of thinking within its teams one of its daily strengths.
temporary workers or consultants as external labor.
Diversity has long been embedded in the values and HR policy
of the Group, which considers a wide variety of profiles as a
3.1.2. Material impacts, risks, and wealth for the company as well as a lever for engagement and
opportunities and their interaction sustainable performance. This makes the Group a diverse and
with the strategy and business inclusive organization. This diversity enables the Group to better
understand the needs of its clients on a global scale. This strong
model (SBM-3). understanding of different cultures is important as it allows the
Information on the resilience of the strategy and the economic Group to strengthen its current markets (due to its proximity to
model, as well as the list of Integrated Risks and Opportunities clients) and to identify new opportunities. An inclusive culture is
(IRO) covered by requirements, is provided in ESRS 2 SBM-3. essential for the Group to better integrate into its international
markets while respecting local values and customs. This is why
3.1.2.1. Description of material impacts the vast majority of the Group’s sites are managed by local
The Group has identified positive impacts on its own operations managers.
related to the following issues: Moreover, as the Group operates in highly diverse markets and
■ Diversity, inclusion, and equal opportunities. technologies, the diversity of its teams leads to more creative
and innovative solutions, enhancing its competitive advantage
■ Training and skills management and increasing its organizational resilience. Its diverse teams
■ Safety and well-being of employees are therefore better equipped to handle complex and constantly
evolving environments.
And a negative impact related to the issue of respect for human
rights and fundamental freedoms, due to potential lack of vigilance The Group also aims to increase the presence of employees with
in certain countries where the protection of freedoms can be disabilities within its teams at all levels of the organization. The
more easily violated, particularly the freedom of association and inclusion of workers with disabilities helps change employees’
collective bargaining. perceptions of disability, whether intellectual or psychosocial.
Our diversity, inclusion, and equal opportunity policies influence
3.1.2.2. Description of material risks our business model through three main pillars:
and opportunities
■ Governance and leadership: Diversity is overseen at the
The risks and opportunities identified in its own operations are
highest level by the Executive Committee and a dedicated
as follows:
committee composed of the Human Resources management,
■ Risk: Workplace accidents and occupational illnesses Internal Communications, and three members of the Executive
■ Opportunity: Increase in employee engagement. Committee. The diversity issue is integrated into the variable
compensation of executives.
The process for evaluating impacts, risks, and opportunities is
detailed in ESRS 2 SBM-3. ■ Performance objectives: Key Performance Indicators (KPIs)
are used to monitor progress (see S1-5).
■ Stakeholder engagement: The Group works with its employees,
clients, suppliers, and communities to promote an inclusive and
accessible environment.
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The impact related to the issue of diversity, inclusion, and equal Continuing in this dynamic of training and skills development
opportunity affects all the Group’s employees. Mersen also strives for its employees, Mersen also places particular emphasis on
to uphold its values in its relationships with all its stakeholders training in ethics and safety. Indeed, beyond the enhancement of
(interns, temporary staff, external workforce, clients, suppliers). technical and professional skills, ethics and safety training helps
Employee communities advocating for diversity have been to strengthen a corporate culture based on integrity, responsibility
organized in several of the Group’s operating countries (notably and prevention. These training sessions are systematically
China, India, Brazil, the United States, Mexico, Canada, and included in the on-boarding process for new employees and
France). are accessible to all teams. This initiative positively impacts
operational performance and strengthens team engagement
The Group strengthens its authentic, ethical, and inclusive by fostering a healthy, safe work environment aligned with the
corporate culture through action plans based on internal surveys company’s core values.
and entropy reduction. These issues are integrated into managers’
objectives through the Open Manager management framework, This impact applies to all the Group’s employees, who all have
with annual targets tied to bonus calculations, encouraging access to the Mersen Academy platform. Employees who do not
inclusive management and overall performance centered on have computer equipment or a professional email address can
the 3Ps (People-Planet-Profit). At the same time, the Group access it using a login that can be used on their personal devices
is developing its employer brand, rolling out a digital program or on terminals provided in the workshops.
accessible to everyone, and launching the Mersen Care program.
Positive impact: Employee safety and well-being
Finally, it is implementing diversity policies aimed at pay equity and
The Group is committed to ensuring a work environment conducive
increasing the number of women and employees with disabilities.
to the well-being, health, and safety of all its employees. This
Positive impact: Training and skills management commitment is reflected in two programs: its health and safety
Skills management and the ongoing training of employees management system and the Mersen Care program (see S1-1).
represent a positive impact for the Group. Operating in complex, The safety and well-being of employees are priorities for the
highly technological sectors, Mersen owes much of its success Group because they positively contribute to the success of its
to the expertise of its teams and the know-how of its employees. business model. Mersen places the physical and mental health
and safety of all its employees above any economic, commercial,
To retain its talents and attract new ones, while adapting to the or operational considerations. It is a value both desired and
technical and technological changes in its markets, the Group experienced in the engagement surveys that the Group conducts
implements a human resources policy focused on the continuous regularly.
development of skills. An approach that translates into a forward-
looking vision of jobs and the necessary developments, enabling The Group strengthens preventive measures for health and
Mersen to maintain the competitive edge that defines it. well-being while providing tailored support for its employees.
By addressing their specific needs, it fosters a healthy working
The Skills Development Policy, the Performance Management environment, thereby enhancing their engagement and sense of
Policy, and the Professional Development Policy influence belonging. The positive impact related to the issue of employee
the business model across the following areas: strengthening safety and well-being extends to all the Group’s employees,
individual and collective skills plans, proactive management of temporary workers, and subcontractors at our sites. It constitutes
key competencies, implementing training programs tailored to the a potential short-term impact.
specific needs of our activities, and supporting employees through
internal mobility and career development paths. Negative Impact: Respect for human rights
Workforce planning and skills forecasting (GPEC) offer several and fundamental freedoms
benefits for employees. By anticipating changes in professions Respect for human rights and fundamental freedoms is an
and skills, this approach allows employees to foresee changes integral part of Mersen’s strategy and business model. Integrated
and adapt, thereby reducing the risks associated with skills transversally across all our activities, it thus strengthens the creation
obsolescence. It enables them to envision the future with more of sustainable economic value while minimizing negative impacts
confidence and take proactive steps for their professional on stakeholders (clients, suppliers, employees, subcontractors,
development. etc.). The Group’s commitment is based on dedicated policies
(Code of Ethics, Responsible Purchasing Charter, Human Rights
Policy, Anti-Slavery Policy, Children’s Rights Policy), and robust
governance (see (ESRS G1) and an operational integration of
due diligence mechanisms.
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Non-compliance with regulations related to human rights is a The promise contained within our employer brand plays a role
potential and systemic negative impact if Mersen fails to exercise in the engagement and well-being of our employees. It fosters a
vigilance in protecting employees in countries identified as less sense of belonging and long-term commitment.
protective in terms of fundamental freedoms.
Digital inclusion for all
Non-compliance with human rights is considered a potential
To ensure team engagement and motivation, as well as fairness,
medium-term negative impact.
Mersen has decided to extend access to various HR applications
Risks: Work-related accidents and occupational within the Group to all its employees.
diseases The technical solution, implemented in 2023 and widely deployed
The prevention of work accidents and occupational diseases aims in 2024, now allows access to HR applications through a unique
to avoid work-related incidents affecting its employees. The first identifier, from both company devices and personal IT tools
step is to identify hazards and risks, and the second is to provide (mobile phones, PCs, tablets):
solutions for their elimination or mitigation, as well as collective ■ MersenONE: A Group intranet that provides access to Group
and individual protection. and business information.
Since zero risk does not exist, the Group has identified potential ■ Mersen People: Provides access to individual employee files.
impacts, especially in terms of reputation, operations, and This is now accompanied by the systematic implementation,
finances. However, the number of workplace accidents has across all regions of the Group, of annual interviews to take into
significantly decreased over the past 10 years and remains at account the expectations, needs, and well-being of employees.
a very low level thanks to the health and safety management
policy implemented and deployed across all its industrial facilities. ■ Mersen Academy: A training platform (Learning Management
System) designed to facilitate mandatory Group training and
Mersen has defined a growth plan through to 2029, based on actively participate in its development.
significant growth in its key markets. The implementation of this
plan requires significant industrial investments. In this context, the This digital transformation initiative should help strengthen
risk to people’s health and safety could increase, given the tight collaboration, the bonds within work teams, the sense of
schedule for these investments. belonging, and the quality of work life.

However, the risk of ‘workplace accidents and occupational A diverse and inclusive organization fosters a positive working
diseases’ has not required any current or future adjustments to environment, boosting employee motivation, satisfaction, and,
the Group’s cash flows. ultimately, their engagement. A strong commitment to equal
opportunities further strengthens the bond of trust with our
Opportunity: Increase in employee engagement. employees and their sense of pride.

A strong and healthy work culture The opportunity of ‘increased employee engagement’ has not
required any current or future adjustments to the Group’s cash
Our diverse and inclusive organization fosters a positive work
flows.
environment, boosting the motivation, satisfaction, and thus the
engagement of our employees. A strong commitment to equal
opportunities further strengthens the bond of trust with our 3.1.2.4. Significant impacts on the workforce
employees and their sense of pride. This employee engagement resulting from an environmental
has been measured since 2016 through an annual survey, which transition plan
includes the measurement of the entropy indicator. Entropy The Group is positioned in markets related to energy transition.
measures the proportion of our energy that is wasted due to This strategic choice provides employees with the opportunity
dysfunctions, frictions, or internal conflicts. to train for future-oriented careers, while also enhancing their
long-term employability. Moreover, once finalized, the Group may
An authentic Employer Promise consider the impacts of its climate transition plan on its employees.
Mersen’s employer brand is built on this authentic and strong
corporate culture and represents the Group’s promise to its current 3.1.2.5. Characteristics of the workforce likely
and future employees. It is structured around three pillars: to be negatively affected
■ Be part of the progress (Faire partie du progrès): The Group identifies the following individuals with specific
■ Be part of the challenge (Faire partie du challenge): characteristics who may be negatively affected: workers with
disabilities, and workers operating in high-risk environments,
■ Be part of the family (Faire partie de la famille): particularly industrial sites handling hazardous substances or
Contribute to the world of tomorrow, have opportunities for growth, positions involving high physical demands.
and feel valued: these pillars form the foundation of our global
positioning Be part of the changing world and can be summarized
by the tagline: Mersen: authentically industrial and humane.
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In response to these risks, Mersen adopts a proactive approach to 3.1.3.2. Policy in favor of gender diversity and
prevention and risk reduction by implementing safety measures: pay equity between men and women
the company provides employees with suitable workstations and
This policy allows us to address both the impact of ‘diversity,
protective equipment, establishes strict safety protocols, and
inclusion, and equal opportunities’ and the opportunity for
conducts management safety tours to assess the effectiveness
‘increased employee engagement’.
of the measures in place.
Mersen’s gender diversity policy is built on four major pillars:
Moreover, the Group places special emphasis on awareness
recruiting women, developing and enhancing the visibility of
and training, with mandatory modules on safety, best practices,
female talent, fostering an inclusive culture, and promoting pay
and appropriate actions to take in risky situations. The Group
equity. The objectives are as follows:
measures the impact of its initiatives through key performance
indicators, particularly regarding workplace accidents. ■ Promote the inclusion of women in recruitment processes:
Mersen is committed to promoting increased representation of
women in the categories of engineers and executives, as well
3.1.3. Policies related to own workforce as within senior leadership, ensuring that every recruitment
(S1-1) opportunity is used to integrate more women into key positions
within the company.
3.1.3.1. Mersen Care program
■ Develop and value female talent to foster internal
The program focuses on the positive impact of ‘employee safety promotion: the Group is implementing programs to identify,
and well-being.’ support, and promote female talent within the organization by
The Mersen Care program aims to strengthen health and well- offering career development opportunities and increasing their
being prevention initiatives, while providing special support for visibility to enable them to access leadership positions.
the most vulnerable employees. It is based on four key pillars: ■ Build an inclusive and equitable culture: Mersen is
■ Mental health: Protect and promote psychological well-being committed to creating an inclusive work environment that
through regular surveys and long-term preventive initiatives. respects diversity and is free from discrimination. This involves
implementing policies against harassment and sexist behavior,
■ Physical health: Ensure a healthy working environment with
as well as encouraging local initiatives to promote gender
appropriate medical coverage and annual health check-ups
diversity and equality in everyday practices.
in countries where these services are not readily accessible.
■ Ensure fair remuneration for all: The Group places particular
■ Working conditions: Promote a work-life balance through
emphasis on reducing pay gaps between men and women by
flexible schedules, remote work opportunities, and guaranteed
analyzing potential inequalities and implementing measures
minimum paid leave.
to guarantee fair and equitable remuneration, based on skills
■ Financial well-being: Ensure common basic social protection, and performance, regardless of gender.
fairness in value sharing, and transparency in remuneration
The program applies to all Mersen employees. Specific initiatives,
systems.
such as reducing the gender pay gap, were first implemented in
The program applies to all Mersen Group sites and employees, France, the United States, and Canada and are gradually being
with special attention given to local and specific needs in each rolled out in other countries.
region, particularly in countries like China and Tunisia, where
The program draws inspiration from best practices in gender
social protection systems are less developed.
equality and inclusion, notably from global commitments to combat
The Executive Committee oversees the implementation of Mersen harassment and sexist behavior. The global anti-harassment
Care. policy, implemented in 2021, enforces a zero-tolerance approach
The objectives and initiatives of Mersen Care are transparently to discriminatory behavior and has been adapted to align with
communicated to all employees through internal surveys, local cultural and legal contexts. The Group also relies on
reference documents, and the Group’s communication platforms. external studies and specialized consultants to analyze and rectify
This approach ensures the engagement and understanding of all unjustified pay gaps between men and women.
stakeholders. Regular surveys enable the continuous evaluation The governance of the program is overseen by the Executive
and improvement of practices. Committee, particularly through objectives and guidelines for the
In addition to the Mersen Care program, the Charter for better work- representation of women in executive committees and recruitment
life balance, ratified in 2018, illustrates the Group’s commitment to processes. The implementation of the policy is overseen by the
providing a flexible and appealing work environment. This Charter Diversity Committee.
will be updated in 2025 to reflect the evolving needs of employees.
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The diversity and inclusion policy is communicated internally people with disabilities in the labor market, notably The Valuable
through regular communications, training sessions, and specific 500. These partnerships provide access to external expertise and
events. The results of these actions are shared with stakeholders support to enhance the integration of these employees.
through regularly updated internal channels.
The disability policy is monitored by the Human Resources teams,
A diversity training module is offered through the Mersen in coordination with site management. The Diversity Committee
Academy. It is a one-hour program available in six languages. This oversees the implementation of the actions outlined in this policy,
module is recommended for all employees with the goal of raising and the Executive Committee regularly evaluates these actions
awareness of the opportunities offered by a diverse organization. to ensure they continue to meet the evolving needs of employees
with disabilities.
3.1.3.3. Policy for better integration of people The policy for the inclusion of people with disabilities is made
with disabilities available to all stakeholders within the Group, both internally and
This policy simultaneously addresses the impact of ‘diversity, externally. Employees can access the policy through internal
inclusion, and equal opportunities’ and the opportunity to ‘increase communication channels, such as the intranet, and dedicated
employee engagement.’ training sessions are offered to raise awareness about disability-
It was adopted in 2021 with the objectives of: related issues.

1. Facilitating the inclusion of people with disabilities: The 3.1.3.4. Training and skills management policies
Group is committed to improving the inclusion of people with
The Performance Management, Professional Development,
disabilities, both in terms of recruitment and in job retention.
and Skills Development policies address the positive impact of
This involves collaborating with external partners to give
‘Training and skills development for employees’.
disabled people greater access to career opportunities within
the Group. Performance Management: The policy aims to establish ongoing
dialogue between employees and their managers to identify and
2. Adapting the working environment: The Group implements
align professional aspirations with internal opportunities, while
measures to adapt the working environment to the needs
setting personal and professional development goals.
of employees with disabilities by improving accessibility,
organizing work more effectively, and customizing workstations Professional Development: The objective is to promote proactive
to facilitate their inclusion. and tailored career management, enabling employees to develop
their skills and progress within the organization according to their
3. Raising awareness and combating prejudice: Mersen is
aspirations, while also addressing the company’s strategic needs.
committed to raising awareness of disability-related issues,
by debunking prejudices and promoting the exchange of best Skills Development: This policy encourages continuous learning,
practices. The objective is to create an inclusive and respectful offering each employee development opportunities to enhance
environment for people with disabilities while addressing fears their employability and make a meaningful contribution to the
and misunderstandings on the subject. company’s overall performance.
4. Ensuring equal opportunities: The policy aims to provide The performance management, professional development, and
equal opportunities for employees with disabilities in their skills development policies apply to all employees of the Group,
careers. This includes access to training, opportunities for career regardless of their role, hierarchical level, or geographical location.
advancement, and implementing reasonable accommodations These policies aim to ensure that professional development is
to support their professional development. aligned with individual aspirations and the company’s needs.
The Group’s policy for the inclusion of people with disabilities These policies are inspired by best practices in talent management,
applies to all employees across all the sites where it operates. It particularly the Group’s Job and Skills Framework, which precisely
includes recruitment, integration, job retention, and the adaptation defines the roles within the Group and identifies the essential
of working conditions for employees with disabilities, whether their skills required for each. This framework serves as a foundational
disabilities are visible or invisible. structure for building employees’ development plans and aligning
their career paths with the current and future needs of the Group.
This policy aligns with both local and international standards
regarding the inclusion of people with disabilities and the rights These policies are managed by the Human Resources
of disabled workers. The Group collaborates with networks and departments, under the supervision of the divisional management
external organizations specializing in promoting the inclusion of committees.
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The Jobs & Skills Committee, a governance body dedicated The Health and Safety Management Policy is communicated to all
to job development issues, plays a central role. Composed of Mersen employees via the Site Directors, using their own specific
pairs consisting of a senior executive and HR representative for methods. Any policy change is communicated accordingly.
each business line, the committee meets several times a year
to define critical roles for the Group’s future, monitor necessary 3.1.3.6. Human rights policy
skill developments, and ensure alignment of operational needs The Human Rights Policy addresses the negative impact related
with deployed training programs. This governance ensures a to the ‘Respect for human rights and fundamental freedoms.’ It
rigorous anticipation of the skills required in a constantly evolving has been in place since 2021 and outlines Mersen’s commitments
environment, thereby guaranteeing Mersen’s competitiveness as a responsible company to protect human rights. Specifically,
and technical excellence. it addresses the Group’s commitments regarding freedom of
The policies are communicated to employees through multiple association and collective bargaining.
channels, such as the company’s intranet portal, on-boarding This policy is aligned with key international frameworks, including:
sessions for new hires, and regular communications from Human
Resources. Managers are also trained to communicate and ■ The United Nations Global Compact, to which the Group is a
explain these policies, ensuring that they are understood and signatory (freedom of association and the right to collective
applied at all levels of the organization. bargaining).

Managers play a key role in implementing these policies by ■ The United Nations Guiding Principles on Business and Human
holding regular discussions with their teams, notably during Rights.
annual appraisal interviews. Career committees, mentorship ■ The International Labor Organization (ILO) Declaration on
programs, and training initiatives are coordinated at both global Fundamental Principles and Rights at Work.
and local levels to ensure optimal consistency and effectiveness.
■ OECD Guidelines for Multinational Enterprises.
3.1.3.5. Health and safety management policy The Human Rights Policy is accessible to all employees on the
The Health and Safety Management Policy addresses the Group’s intranet and website. The Group’s commitments to human
following topics: rights are integrated into the Ethics training module. This training
is mandatory for all employees of the Group. All new employees
■ Health and safety governance. must complete this training within 2 months of their arrival. All
■ Manager commitment, health and safety indicators, and annual Mersen employees must repeat this training every 2 years. (See
prevention plan. G1).
■ Risk assessment, regulatory compliance, prevention plans for The Group regularly conducts audits to ensure compliance with the
service providers, and health protection. principles outlined in its Human Rights Policy. The implementation
of action plans is monitored through internal control procedures
■ Golden safety rules.
(see paragraph 4.5.5). To date, no violations of human rights have
■ Safety training, emergency evacuation procedure. been identified. These processes include regular audits, human
■ Observations, safety inspections, and audits. rights risk assessments, and mechanisms to ensure compliance
with these commitments across all our activities, including within
■ Incident and potentially hazardous event analysis. our value chain.
This approach addresses the risks of ‘workplace accidents and The Human Rights Policy includes provisions against human
occupational illnesses’. trafficking, as well as forced and compulsory labor.
The Health and Safety Management Policy applies to all To achieve this goal, Mersen has:
employees of the Group, regardless of their role, hierarchical
■ Implemented risk assessment processes to detect and
level, or geographical location, as well as to all temporary staff
eliminate such practices in our operations and those of our
and sub-contractors of the company.
partners;
The Health and Safety Management Policy is inspired by the ISO
■ Incorporated specific contractual clauses with our suppliers and
45001 standard, Occupational Health, and Safety Management
subcontractors to explicitly prohibit such practices;
System. Some of the Group’s industrial sites are certified
according to this standard. ■ Raised awareness among its teams and business partners
about the risks associated with these issues.
The Health and Safety Management Policy is implemented by the
Health, Safety, and Environment Committee, chaired by the CEO
and composed of members of Mersen’s Executive Committee. It
defines, updates, and deploys the policy throughout the company.
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The Group ensures respect for equal opportunities, as well as the 3.1.4.2. Dialogue with collaborators
maintenance and strengthening of multidisciplinary teams. As a The Group’s Human Resources Department is responsible for
member of the United Nations Global Compact, Mersen is actively employee dialogue.
committed to eliminating all forms of discrimination in employment
and occupation worldwide. Mersen regularly exchanges best Moreover, employee feedback gathered from the annual surveys,
practices with other companies. is analyzed by the Group and the HR teams. These surveys
include closed questions to assess employee engagement and
3.1.3.7. Anti-harassment policy are supplemented every two years with open questions that allow
employees to share their views on current topics, their working
This policy addresses the positive impact of ‘employee safety
conditions, and their expectations.
and well-being’.
■ This results in action plans, both at the Group level and at the
The Group is committed to protecting employees from all forms
site level, which are communicated as follows. The Group HR
of harassment, intimidation, and violence.
Department publishes the overall results and action plans on
In 2021, Mersen drew up a policy aimed at preventing all forms the Intranet.
of harassment (including sexual harassment), targeting all
Each site is encouraged to disseminate both global and local
stakeholders associated with the company, whether internal
results on its own platform. Sites must also analyze their own
or external (employees, suppliers, subcontractors, candidates,
results, draw up action plans as necessary, communicate
clients), and ensuring swift and effective resolution of any
them, and implement them. The implementation progress of
incidents. This document outlines the roles and responsibilities
key actions is monitored globally through the involvement of
of the various stakeholders in cases of suspected harassment, as
ambassadors and members of the HR teams trained in the
well as the procedures to be followed, and applicable sanctions
Group’s methodology.
that may be imposed.
The information sessions organized by the Group and the
It has been supplemented with specific procedures in various
Divisions are relayed to each site through monthly or quarterly
geographical areas where the Group operates: in France, a
exchange meetings:
charter relating to the prevention and management of moral and
sexual harassment, as well as sexist behavior, has been put in ■ Either with all employees.
place. This policy outlines the process for handling any potential ■ Or with the management responsible for relaying the information
complaints from employees. In North America, a process for to the teams.
reporting harassment incidents was defined and made available
as early as June 2015. A similar process has also been in place The local pages on the intranet sites also enable the management
in China since August 2022 (see G1, paragraph 4.5.1.3). team to share relevant information and updates.

3.1.4.3. Use of employee feedback
3.1.4. Processes for engaging The feedback from these surveys is analyzed and used to guide
with own workers and workers’ the Group’s strategic and operational decisions. Here are some
representatives about impacts concrete examples:
(S1-2) ■ Employee recognition: In response to a strong need for
recognition expressed by employees, the Group implemented
3.1.4.1. Dialogue with employee representatives a webinar on this subject in 2023. Additionally, initiatives such
The Group has set up a number of forums for dialogue with as challenges around International Women’s Day and Disability
employee representatives, to address Human Rights issues, Day have been strengthened to highlight the best initiatives
particularly topics such as discrimination and harassment. The and allow employees who wish to do so to express their views
main forums are: on these topics.
■ European Works Council (EWC): The 2023 agreement ■ Improved communication: A need for improved communication
provides for the representation of countries included within the was identified and addressed by the organization of regular
scope of the European Works Council (EWC) and the exchange communication sessions, such as the CEO’s quarterly
of information. Work-related topics can be explored in greater presentations to managers and the roadshows organized by
depth at European level if required. the Electrical Power Division.
■ French Group Committee: This committee, composed ■ Accessibility of the intranet: At the January 2023 meetings,
of employee representatives, meets annually and can hold employee representatives requested intranet access for all
exceptional meetings at the request of its members. employees, including those without an email address. This
■ Meetings with trade unions: The Human Resources led to the development of access to internal communication
Department organizes annual exchange meetings with through personal smartphones.
representative trade unions in France. These exchanges ■ Training: In 2024, the Group rolled out access to the Mersen
allow for discussions on the expectations and concerns of training platform for all its employees.
employees.
■ Career development and transmission of knowledge: In
By the end of 2024, nearly 3,500 of the Group’s employees, response to strong expectations regarding career development
representing approximately 50% of the total workforce (excluding and the transmission of knowledge, the Mersen Group
acquisitions made during the year), are covered by collective revised and proposed new tools for professional development
agreements. discussions and experience-sharing at the end of 2024.
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3.1.5. Processes to remediate negative They alone decide whether to close an alert when they consider
that the proposed remedial measure has been effective, and they
impacts and channels for own inform the Ethics and Compliance Committee accordingly.
workers to raise concerns (S1-3)
The Group ensures that its employees are familiar with these
3.1.5.1. Processes for monitoring channels through a specific communication and training plan
and remedying negative impacts (see paragraph 4.5.2 ESRS G1). This was verified during the
annual survey conducted in 2023: indeed, on this occasion, 78%
Mersen has established a governance structure to monitor and
of employees stated that they were aware of the Group’s ethical
oversee ethics and compliance issues. This governance involves
alert process, and 96% of them expressed confidence in it.
the Executive Management and the Board of Directors, through
the Audit and Accounts Committee, thereby ensuring supervision This testifies to Mersen’s commitment to maintaining a high
at the highest level. The Risk, Audit, and Compliance Department standard of integrity and conduct in the area of human rights.
is specifically responsible for coordinating and driving the Group’s
ethics and compliance policy. It monitors non-compliance risks, 3.1.6. Taking action on material
analyzes alerts, and ensures the implementation of the necessary
corrective measures.
impacts on own workforce, and
approaches to mitigating material
An Ethics and Compliance Committee, composed of the Group’s
Chief Executive Officer, the Chief Financial Officer, the Human
risks and pursuing material
Resources Director, the Legal Director, and the Director of Risk, opportunities related to own
Audit and Compliance, meets at least quarterly to examine issues workforce, and effectiveness
raised and ensure the proper implementation of actions. This of those actions (S1-4)
committee may also be convened at any time in the event of an
alert requiring swift intervention. In addition, the Director of Risk, Actions related to the impacts, risks, and opportunities concerning
Audit and Compliance reports annually on all work carried out to the Group’s employees are identified through several channels,
the Audit and Accounts Committee. (See ESRS G1). primarily:
■ Internal audits and their effectiveness are verified through
3.1.5.2. Channels for employees to raise internal control.
concerns ■ Dialogue with employee representatives, in accordance with
Mersen has implemented a code of ethics that underscores the legal obligations and collective agreements.
collective and individual commitment of Mersen and its employees
■ The analysis of employee feedback through internal surveys
to establish and foster mutual trust - both within the Group and
focusing on satisfaction, engagement, and needs.
with all stakeholders in its environment.
■ The involvement of dedicated committees (Diversity Committee,
The code of ethics outlines the resources available to enable
HSE Committee, Ethics, and Compliance Committee), which
individuals who wish to alert the Group to do so safely and with
determine the appropriate measures to address any real or
complete confidentiality. A procedure related to this system and
potential negative impact on the workforce.
to whistleblowers was revised in 2023 and shared with Managers
and the HR network; it is available on the Group’s intranet and
website. This document outlines the process for handling alerts
3.1.6.1. Diversity, inclusion, and equal
and provides details on the whistleblower protection framework. opportunities.
Mersen is committed to ensuring that no sanctions will be taken Gender diversity
against individuals who report a breach in good faith and to
One of the Group’s objectives is to integrate a growing number of
protecting their anonymity in accordance with the regulations
women into all positions. To achieve this, the Group has launched
applicable to whistleblowers (see paragraph 5 G1-1).
a series of initiatives, including recruitment policies, and career
Two main alert channels have been established by the Group: path monitoring, among others.
■ a dedicated email address: ethics@mersen.com. More specifically, the Group has undertaken actions related to
■ a contact form available on the Group’s website. gender diversity, such as:

The Group’s Compliance Director and the Group’s Human ■ Diversity Challenge: Every year, a challenge is launched
Resources Director receive these alerts and handle them with due to mark International Women’s Day. All sites worldwide are
diligence. Alerts received locally and outside of these channels invited to participate. Following a vote, the Diversity Committee
are handled by the site’s HR manager. rewards the three sites/countries that have implemented the
most significant actions to promote women and enhance their
visibility.
■ Newcomers Event: Since 2024, a 30-minute workshop
on diversity has been offered to participants of the Group’s
engineers and executives integration seminar. This workshop
aims to inspire positive mindset change by challenging
stereotypes and emphasizing the importance of creating fair
and inclusive environments.
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■ Communication: A Diversity Newsletter is published three 3.1.6.2. Training and skills management
times a year to share updates and best practices in this area. Development needs are identified early on during the
■ Network: Since June 2021, Mersen has been a signatory of Performance & Development Reviews (PDR) conducted annually
the United Nations Women’s Empowerment Principles, thus between employees and their managers. These reviews help to
joining the global community of companies actively working diagnose current skills, formalize areas for improvement through
to promote gender equality. The Group has also established individualized development plans, and promote constructive
the Women in Mersen (WiN) network, which provides women dialogue around employees’ professional aspirations.
within the Group opportunities for visibility and professional Career committees, on the other hand, ensure collective and
development. strategic analysis to identify key talents, anticipate critical needs,
and promote smooth and coherent internal mobility within the
Results 2024
Group. In 2024, the Group introduced a Career Path Review
A total of 28 sites participated in the Diversity Challenge. The specifically for engineers and managers with 5 to 6 years of
winning site was M’Ghira in Tunisia for the production of a video tenure.
clip titled ‘Oh les femmes’.
A total of approximately 130 people, of whom more than 37% were Results 2024
women, participated in the diversity workshops at the Newcomers 100% of employees have access to the online training platform
Event. Participants gained insight into Mersen’s commitment to ‘Mersen Academy’, promoting continuous and tailored learning.
diversity, dismantling of prejudice, and promoting gender equality,
and promoting gender and disability equality. 3.1.6.3. Employee safety and well-being
Regarding internal communication, all Group employees with a In 2024, the Group rolled out its Mersen Care program (see
Mersen email address receive the Diversity Newsletter via email. paragraph 3.1.3.1). This program specifically enhances the
All employees can also access the newsletter on the intranet. psychological support program and flexible work arrangements.

Since 2022, representatives from each regional network have Its implementation will be monitored quarterly by the Group HR
been meeting twice a year to share best practices and better Department.
coordinate their actions. In 2024, seven WiN networks (France,
Europe, North America, China, Turkey, India, and Brazil) Percentage of employees covered, excluding
were established within the Group, comprising approximately employees from acquisitions 2024 2024 2023
700 members, both men and women, eager to engage in a
Physical and Mental Health
collective effort to promote diversity through sharing and mutual
Supplementary Retirement Benefits 56 54
support.
Health Insurance / Medical Expenses 87 81
The proportion of women in senior leadership positions increased
Income Protection 76 74
from 23.7% in 2022 to 26.4% in 2024.
Life Insurance / Death Benefit 98 100
The percentage of women engineers and executives increased Working conditions
from 25.3% in 2022 to 27% in 2024.
Minimum Leave Entitlement 91 71
Disability Financial Well-Being
The Group aims to increase the presence of employees with Profit-Sharing Program 76 52
disabilities at all levels of the organization and to address both
visible and invisible disabilities to improve working conditions. 3.1.6.4. Respect for human rights
More specifically, the Group has undertaken actions related to and fundamental freedoms
its Disability Policy, including:
Based on the list of rights set out in the International Charter of
■ Disability Challenge: Every year, a challenge is launched to Human Rights (International Labor Organization), the Group has
mark International Disability Day. Following a vote, the diversity mapped risks related to human rights violations. This mapping was
committee rewards the top three sites/countries that have made done through 13 interviews with HR managers from representative
the most progress in employing people with disabilities. sites across the geographies where the Group operates. This
■ Network: Mersen joined the international network The Valuable has helped to identify specific areas of action, primarily focusing
500 in 2021, a global initiative dedicated to the inclusion of on pay equity, social protection, and work-life balance in certain
people with disabilities in companies. Since 2024, the Women geographical regions (Asia, Europe, America).
In Mersen (WiN) network, which was already responsible In 2023, the Group translated these action areas into concrete
for promoting gender diversity, has also been tasked with plans, addressed either at the corporate level (7) or locally (10).
coordinating actions in support of disability inclusion. By the end of 2023, 6 action plans were fully completed, while
Representatives from each regional network meet twice a year the remaining ones were mostly finalized in 2024.
to share best practices and better coordinate their actions.
The Group conducted investigations following certain alerts
Results 2024 related to non-compliance with human rights. However, none of
these were found to be connected to an actual human rights
The WiN network also covers disability issues (as noted in the
event (cf. 3.1.16).
previous paragraph).
In 2024, the number of people with disabilities represents 2.7%
of the total workforce, compared to 2.4% in 2022.
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Moreover, CSR audits conducted with the Group’s key suppliers In parallel with its annual survey, since 2022, the Group has
serve as a way to communicate and share the Group’s embarked on a certification process with Great Place to Work
commitments to human rights. in certain countries. These certifications testify to Mersen’s
The results of these investigations and audits were presented to commitment to creating a rewarding work environment, where
the Executive Committee in 2024. collaboration, trust, and professional fulfillment are at the heart
of our corporate culture.
Results
Mersen has never been convicted of any human rights violations. Results
These actions have had positive effects on employees, as
3.1.6.5. Workplace accidents and occupational evidenced by the results of the annual employee surveys.
diseases The latest survey, conducted at the end of 2024, received
5,986 responses, representing nearly 76% of Mersen’s workforce.
Mersen has implemented an approach centered on identifying and This participation rate allows the company to rely on representative
assessing hazards and risks through several established routines. results. The findings of this survey provide the following indicators:
The Group’s most significant standards are updated annually in a
Risk Assessment document for each site, along with a Job Hazard ■ A high level of engagement: 88% of employees report being
Analysis at workstations. very motivated or fairly motivated, and 88% say they are very
satisfied or fairly satisfied.
Management Safety Visits are a major preventive tool aimed
at observing employees in their workplace and engaging in ■ An entropy rate of 12% in 2024, a level equivalent to that of
dialogue with them to identify hazardous acts and conditions 2022. It should be noted that industrial companies have an
and to implement 80% of corrective actions immediately. Since average entropy of 20%. The lower the rate, the less energy
2019, the Group has implemented initial 2-day training sessions is wasted and greater the commitment.
and maintenance and updating of skills every three years for Additionally, Mersen India has been Great Place to Work
individuals conducting these visits. certified since 2022, and Mersen China since 2023. The Group’s
In addition, the Group conducts annual audits for each site to headquarters (Paris) as well as the Shared Service in the DACH
monitor the progress of corrective actions if deviations from region have also been certified since 2023. At the end of 2024,
standards are identified. Mersen Brazil received the certification.

Results 3.1.7. Measures to avoid causing
By the end of 2024, 85% of industrial sites had updated their Risk
Assessments within the last 12 months.
or exacerbating negative impacts
The audit program was 66% completed in 2024. 3.1.7.1. Employees
Mersen strives to safeguard the well-being of its employees and
verifies this through regular internal audits, which help identify and
Management Safety Visits 2024 2023 2022
prevent practices likely to cause negative impacts. The company
The number of Safety Visits 7,582 8,033 6,569 also encourages social dialogue, providing employees with
The number of Safety Visits per channels to express their concerns and suggestions. Additionally,
0.96 0.99 0.83 training and awareness -raising programs are implemented to
employee and temporary worker
Change in the number of visits per promote a corporate culture that respects human rights and
+16% +7% well-being in the workplace.
employee and temporary worker

3.1.6.6. Increase in employee engagement 3.1.7.2. Purchasing practices
The actions implemented as part of the previously mentioned Mersen ensures that its purchasing practices comply with ethical
diversity, safety, well-being, and disability policies have helped standards and respect human rights. For this purpose, regular
strengthen employee engagement. Engagement is also indirectly supplier audits are conducted to verify the compliance of practices
assessed through the Entropy indicator, which measures the with the Group’s commitments. Each supplier is required to sign
amount of energy spent on unnecessary and non-productive a sustainable procurement charter, committing them to strict
activities. Every two years, employees also express their pride obligations regarding human rights, the elimination of forced labor,
in belonging to the Group. and the fight against child labor. Mersen also closely monitors
the performance of its suppliers and implements supplier self-
assessment questionnaires to identify any potential negative
impacts.
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3.1.7.3. Use of data In 2024, across all the countries concerned, 277 female
As part of the implementation of the General Data Protection employees had their salaries adjusted (representing 6.5% of the
Regulation (GDPR), the Group has established a dedicated total workforce but 23% of the female workforce). This represented
working group to identify and implement the actions necessary a cost of nearly €500,000 in 2024.
to ensure compliance with this regulation.
At the beginning of 2019, a ‘Data Protection Officer’ was officially 3.1.8. Targets related to managing
appointed for the Group, with the mission of strengthening material negative impacts,
the initiatives required to ensure compliance. Since that date, advancing positive impacts,
the Group has also been supported by a specialized external
consultancy, which provides its expertise in the development and
and managing material risks
implementation of a strategic roadmap. This collaboration aims and opportunities (S1-5)
to effectively structure actions and address all issues related to The reference year is 2022, the target is 2027, and the scope
data protection. concerned includes the entire Group.
To support the deployment of this approach, the Group relies on
a network of local correspondents present in its entities within 3.1.8.1. Diversity, inclusion, and equal
the European Union. opportunities.
A quarterly meeting is organized, bringing together local Objective
correspondents, the Director of Risk, Audit, and Compliance, ■ Promote equal opportunities and diversity.
as well as a representative from an external firm. This meeting
provides an opportunity to review the progress of projects and Targets
discuss the implementation of various tools and procedures. ■ Increase the proportion of female engineers and executives
To oversee the deployment of data protection regulations on a by 4 points. This feminization rate stood at 25.3% at the end
global scale, a Data Protection Committee has been established. of 2022.
This committee, led by the Director of Risk, Audit, and Compliance, ■ Achieve 27% representation of women in senior leadership
comprises the following members: positions. This feminization rate stood at 23.7% at the end
of 2022. (Definition: members of the Group’s Executive
■ The Group’s Legal Director;
Committee, members of the management committees of
■ The Director of Risk, Audit, and Compliance; Divisions and Activities, senior executives, and directors
■ The Group’s Information Systems Security Manager; reporting to the CEO, the Group’s Chief Financial Officer, and
the Group’s Human Resources Director).
■ The Group’s HR Information Systems Manager;
■ Increase the number of employees with disabilities by 25%.
■ The Head Office Information Systems Manager; At the end of 2022, the number of employees with disabilities
■ A specialized lawyer from a third-party firm. stood at 174.
The role of this committee is to ensure the sustainability of the
3.1.8.2. Safety and well-being of employees
GDPR program and to prevent risks of non-compliance related
to changes in local and regional regulations. Objectives
■ Promote a social policy for everyone
3.1.7.4. Resources mobilized for the
■ Develop and strengthen the culture of health and safety within
management of potential negative
the Group.
impacts
The Group has focused on reducing unjustified gender pay gaps Targets
in its main countries of operation in 2024 (China, Germany, United ■ Expand social protection to include 100% of employees
States, Canada, France, Austria). benefiting from coverage for total and permanent disability
To determine the extent of the gaps, the Group engaged the resulting from illness or accident, complementing the death
consulting firm Mercer, which developed a method for evaluating insurance already implemented since 2024.
pay disparities. The initial work was divided between Mersen’s ■ Standardize profit-sharing schemes to ensure 100% of sites
HR teams, who provide the data, and Mercer, who prepared the (excluding JVs) offering such schemes. Adopt a minimum leave
pay gap report. threshold across all countries
A country-specific survey was conducted with the goal of reducing ■ Maintain the LTIR ≤ 1.8 and the SIR ≤ 60.
these wage gaps to zero. ■ Increase the number of management safety visits per employee
The analysis of the gaps was conducted based on the following by 30%
criteria: mitigating the impact of any gap that can be objectively The Group’s target-setting process was based on:
explained. Thus, gaps related to age, tenure, performance, and
managerial positioning are neutralized. The gap due to gender ■ Benchmarks with companies of similar size to determine their
is the one that cannot be objectively explained. targets.

For each country concerned, the adjustment effort is planned over ■ Feedback from the diversity committee and the HSE committee.
three years. This allows for measuring year-on-year variations in ■ External studies, including ‘Whistling Vivaldi’ by Claude Steele,
the observed gaps. which addresses, among other things, the performance deficit
caused by the feeling of belonging to a minority.
■ Feedback from employees through satisfaction surveys.
The monitoring of targets is carried out during CSR committees.
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3.1.9. Characteristics of the undertaking’s employees (S1-6)
3.1.9.1. Information on the workforce by gender

Number of employees (end -2024 headcount) Number of employees (end -2024 headcount)

Male 4,792 4,718
Female 2,664 2,803
Others 10 13
Not declared 0 0
Total employees 7,466 7,534
Including employees of acquisitions made in 2024.


3.1.9.2. Information on the workforce in countries where the company has at least 50 employees,
representing at least 10% of its total workforce as of December 31, 2024.

Countries Men Women Others Not declared Number of employees

France 1,061 438 0 0 1,499
United States 1,048 260 7 0 1,315
China 713 357 0 0 1,070
Mexico 372 610 0 0 982


3.1.9.3. Information by type of contract and by gender as of December 31, 2024
The information below excludes elements related to the year’s acquisitions (211 people in the United States)

Workforce at the end of the period Woman Man Others Not disclosed TOTAL

Number of employees 2,631 4,614 10 0 7,255
Number of permanent employees 2,202 4,066 10 0 6,278
Number of temporary employees 429 548 0 0 977
Number of employees with non-guaranteed hours 0 0 0 0 0
Number of full-time employees 2,507 4,549 10 0 7,066
Number of part-time employees. 124 65 0 0 189


3.1.9.4. Workforce movements
During the period, 211 people joined the Group (3 acquisitions made in the United States), 1,311 were hired, and 1,507 left the Group.

TOTAL

Turnover rate 19.2 %
Total number of employees who left the company 1,507


The turnover rate is calculated as the total number of employees The Group’s turnover rate is 19.2% It takes into account significant
who voluntarily left their job or left due to dismissal, retirement, staff turnover at the Juarez sites and the sites in China, which are
or death while employed. related to local practices. Excluding these effects, the turnover
rate was 16.8%.
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3.1.10. Diversity metrics (S1-9)
3.1.10.1. Diversity of governing bodies
Mersen defines governing bodies as the members of the Group Executive Committee, the members of the management committees of
Divisions and Activities, the senior executives and directors reporting to the Group Chief Executive Officer, the Group Chief Financial
Officer, and the Group Director of Human Resources.

Workforce %

Men 53 73.6 %
Women 19 26.4 %
TOTAL 72 100.0 %

3.1.10.2. Age distribution
At the end of 2024, the Group had 15% of employees under 30 years old, 56.5% between 30 and 50 years old, and 28.5% over 50 years
old. These figures do not include the workforce of the companies acquired in 2024, which are not yet integrated into the Group’s HRIS
(Human Resources Information System).

Men Women Others TOTAL

under 30 years old 640 424 2 1,066
30-50 years old 2,578 1,527 6 4,111
over 50 years old 1,396 680 2 2,078
TOTAL 4,614 2,631 10 7,255


3.1.11. Persons with disabilities (S1-12)
At the end of 2024, the Group had 2.7% of employees recognized as workers with a disability status, of whom 41% were women and
59% were men. These figures do not include the workforce of the companies acquired in 2024, which are not yet integrated into the
Group’s HRIS (Human Resources Information System).

Men Women Others TOTAL

Total workforce 4,614 2,631 10 7,255
Workforce of employees with disabilities 113 80 - 193
% of employees with disabilities 2.4 % 3.0 % 0.0 % 2.7 %


3.1.12. Training and skills development metrics (S1-13)
3.1.12.1. Performance review indicator
By 2024, 73% of employees had fully completed a Performance Development Review (PDR).

Eligible workforce* Completed evaluations %

Senior executive 54 50 92.6 %
Engineer & executive 1,634 1,271 77.8 %
Supervisor & technician 1,256 931 74.1 %
Employee & operator 3,515 2,465 70.1 %
TOTAL 6,459 4,717 73.0 %


Eligible workforce* Completed evaluations %

Men 4,123 3,190 77.4 %
Women 2,326 1,519 65.3 %
Others 10 8 80.0 %
TOTAL 6,459 4,717 73.0 %

* The eligible workforce is defined as the employees (permanent and fixed-term contracts) on the payroll at 11/30/2023 + employees
(permanent and fixed-term contracts) hired between 12/01/2023 and 11/30/2024 - employees (permanent and fixed-term contracts)
leaving between 12/01/2023 and 11/30/2024.
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3.1.12.2. Average number of training hours per employee and by gender

2024 2023

Training hours* 129,090 121,081
In average number of hours per employee 17.2 16.2
including Men 18.0
including Women 15.9
including Others 13.6
including Mersen Academy 2.0 2.4
including France 16.3 9.3
Training expenses (in € million) 6.0 3.5
As a percentage of the payroll.
Group 2.1 1.4
France 2.1 1.6
* Total development time, recorded from 1/1/24 to 31/12/24, all sites, all formats, including mandatory training, and development actions, recorded on the Mersen Academy
platform.


3.1.13 Health and safety metrics (S1-14).
The health and safety management system of the Mersen group Furthermore, the Group’s policy allows its industrial sites the
covers its entire workforce (100%). Its implementation involves autonomy to become certified to the ISO 45001 occupational
applying the common guidelines described in the system. health and safety management system standard, which the Group
has chosen as its normative reference.


Percentage of certified industrial sites 2024 2023

ISO 45001:2015 31 % 32 %
ISO 45001:2015 (sites with more than 125 employees). 41 % 38 %


Accidents (employees, temporary staff, and subcontractors) Objective 2024 2023

LTIR frequency rate(1) 1.80 2.08 2.78
TRIR frequency rate(2) 4.04 5.50
SIR severity rate(3) 60 70 68
Number of accidents with and without lost workdays 64 94
Days lost due to accident, death, or occupational disease 1,109 1,157
Deaths due to accident or occupational disease 0 0
Accidents with serious consequences (> 6 months of lost time) 1 1
Number of occupational diseases 3 0


Accidents (employees) Objective 2024 2023

LTIR frequency rate (1)
1.80 1.91 2.53
TRIR frequency rate(2) 3.68 5.05
SIR severity rate(3) 60 77 74
Number of accidents with and without lost workdays 50 74
Days lost due to accidents, deaths, and occupational diseases 1,042 1,040
Deaths due to accidents or occupational diseases 0 0
Accidents with serious consequences (> 6 months of lost time) 1 1
Number of occupational diseases 3 0
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Accidents (temporary staff and subcontractors) Objective 2024 2023

LTIR frequency rate 1.80 3.13 4.35
TRIR frequency rate 6.25 8.26
SIR severity rate 60 30 34
Number of accidents with and without lost workdays 14 20
Days lost due to accidents, deaths, and occupational diseases 67 40
Deaths due to accidents or occupational diseases 0 0
Accidents with serious consequences (> 6 months of lost time) 0 0
Number of occupational diseases 0 0
(1) The LTIR (Lost Time Injury Rate) measures the number of accidents with lost workdays per million hours worked.
(2) The TRIR (Total Recordable Incident Rate) measures the number of accidents with and without lost workdays per million hours worked.
(3) The SIR (Severity Injury Rate) measures the number of days of lost workdays per million hours worked.


3.1.14. Work-life balance metrics (S1-15)
The following indicators are only available for France, excluding the Pontarlier site, which is not connected to the central payroll system.
In 2024, 100% of employees are entitled to family leave 3.85% benefited from it, of which 24% were women and 76% were men.


3.1.15. Compensation metrics (S1-16)
3.1.15.1. Gender pay
In 2024, the gender pay gap between male and female employees is as follows:

Gross hourly wage in euros Ratio

Men 23.95
Women 14.99
Pay gap 2024* 37.4 %
* Gender pay gap: (Average gross hourly pay of male employees - Average gross hourly pay of female employees) / Average gross hourly pay of male employees) × 100


3.1.15.2. Pay ratio of the highest-paid individual compared to the median pay of all employees

2024 gross remuneration in euros

Highest-paid employee 1,701,852
Median total remuneration 30,943
2024 Ratio* 55
* Total annual remuneration for the highest-paid individual in the company / Median total annual remuneration (excluding the highest-paid individual).



3.1.16. Incidents, complaints and severe human rights impacts (S1-17)
In 2024, 6 alerts were received concerning human rights (harassment). After investigations, 2 were substantiated.
No serious incidents or fines were reported.
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3.2. Workers in the value chain (ESRS S2)

3.2.1. Material impacts, risks and 3.2.2. Policies related to value chain
opportunities and their interaction workers (S2-1)
with strategy and business model The Chief Executive Officer and the Executive Committee are
(SBM-3) responsible for the effective application of all the codes and
policies set out below, which apply throughout the Group.
For further information on double materiality analysis and risk
identification, please refer to ESRS2.
3.2.1.1. Code of Ethics
Mersen is a global group with operations in over 30 countries. The Code of Ethics restates the collective and individual
Because of the large number of suppliers and the diversity of their commitment of Mersen and its employees to establish and build
countries of origin, the Group is unable to carry out a detailed on mutual trust both within the Group and with all our stakeholders.
analysis of the characteristics of all workers in the upstream value It applies to all Mersen employees, irrespective of the country in
chain. However, it is particularly attentive to the issue of child which they work or their position, as well as to the Chief Executive
labor or forced labor in high-risk countries (Latin America, India). Officer and the members of the Board of Directors, and formalizes
Outside its own operations, Mersen interacts with: the Group’s reciprocal commitments to:
■ Workers in the upstream value chain, including employees of ■ its employees;
its BOM (Bill Of Material)(1) tier-1 suppliers, ■ its external stakeholders;
■ Workers on indirectly sourced items, ■ civil society.
■ Employees of service companies working at Mersen. The full Code is available on the Mersen website.
Given the number of customers and their diversity in terms of
size, geography and sector, the downstream value chain is not 3.2.1.2 Purchasing Policy
currently included in the analysis. Furthermore, the degree of The Group’s Purchasing Policy sets out guidelines for
risk associated with workers in the downstream value chain is purchasing and supplies. It is underpinned by the following
considered low. commitments:
The (actual or potential) material impacts, risks and opportunities ■ having suppliers commit to a Purchasing Charter;
in relation to ESRS S2 are:
■ analyzing CSR risks and implementing contingency plans;
■ Widespread positive impact: Mersen has a positive impact on
its value chain through initiatives to help suppliers and service ■ managing the supplier base and supply chain to mitigate the
providers enhance their sustainability efforts. Group’s environmental impact and taking action to reduce
greenhouse gas emissions from the products and services
■ Isolated negative impact: failure to respect fundamental it purchases.
human rights freedoms (with particular regard to forced labor,
child labor, working hours and health and safety conditions) It is available on the Group’s intranet. This document refers to
could be potentially problematic depending on the degree the Code of Ethics and the Purchasing Charter for a Sustainable
of risk associated with the countries in question or with the Supply Chain.
suppliers based in these countries. Nevertheless, the impact It is intended for the Mersen procurement community.
is considered to be limited and isolated.
■ Opportunity: Create a responsible supply chain. A responsible
supply chain represents a financial opportunity for Mersen, as it
gives us access to markets with demanding CSR requirements.
It helps to improve resource management and limits legal,
financial and reputational risks. It also provides access to
new markets by meeting customers’ CSR requirements
and attracting investors who are increasingly attentive to
sustainability criteria. Lastly, by securing its supplies, Mersen
strengthens its long-term competitive performance.




(1) The BOM includes all the items that make up the manufactured product.
This includes all raw materials, components and packaging.
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3.2.1.3 Purchasing Charter ■ relations with local communities;
The Purchasing Charter for a Sustainable Supply Chain ■ human resources and governance strategies.
formalizes relations with suppliers and sets the standard for
virtuous collaboration. This questionnaire may be reviewed in the future, in the light
of assessment results and of changes to the supplier panel.
The framework states the Group’s requirements and promotes
the implementation of best practices – including on social and
environmental issues. It covers the Group’s commitments to 3.2.3. Processes for engaging
promoting and respecting human rights, protecting children, with value chain workers
ensuring health and safety, developing human potential,
maintaining a culture of integrity, protecting data and information,
about impacts (S2-2)
respecting rights and complying with regulations, protecting the Mersen carries out internal audits of those of its suppliers that do
environment and communities, and developing a global supply not have CSR practices in line with Group requirements (see S2-4).
chain with lower environmental impact. It reaffirms Mersen’s This provides a basis for engaging in dialog with the managers
commitment to preventing slavery and protecting children’s rights of these suppliers. The CSR assessment questionnaire forms
throughout the Group’s supply chain. the basis of discussion with suppliers to ensure it is understood,
to review supplier practices covered by each section of the
The Group’s Purchasing Charter for a Sustainable Supply Chain
questionnaire, and to collect evidence of supplier initiatives. The
is sent out to all suppliers, who are asked to sign it as a proof of
questionnaire covers the following topics:
their commitment. It is available on the Group’s website. It refers
to all the Mersen charters and policies available on its website, ■ CSR policy
including the one on human rights. ■ Business ethics risks
By sharing its purchasing charter with all its suppliers, the Group ■ Overall compliance with the UNGC
initiates a dialog with them on sustainability issues.
■ Safety policy
3.2.1.4 CSR questionnaire ■ Environmental issues
In 2019, the Group drew up a CSR questionnaire with a detailed ■ CSR practices
self-assessment grid to help suppliers better integrate CSR and
Compliance into their practices and measure their performance. Internal audit reports are presented at quarterly reviews to the
It includes items bearing on CSR policy and related practices, Purchasing Committees of each segment. The number and
ethical risks, nondiscrimination, safety policy and environmental scheduling of internal audits is set annually by each segment’s
policy. purchasing department.

It is sent to the tier-1 suppliers that make up 80% of the BOM,
encouraging them to formalize some of their practices, or initiate 3.2.4. Channels for value chain workers
an improvement plan. to raise concerns (S2-3)
The Group carries out internal audits of suppliers whose CSR To ensure that concerns are identified and reported, the Group has
practices it considers to be insufficiently effective, and may specify set up two reporting channels accessible to all internal (employees)
improvement plans based on the audit results. As a minimum or external (e.g., customers and suppliers) stakeholders:
requirement, the Group checks that the supplier complies with ■ The ethics hotline, an anonymous and secure reporting system,
local legislation on workers’ rights. This internal audit process accessible round the clock by email: ethics@mersen.com;
motivates supplier progress on sustainability matters.
■ a contact form accessible from the Group’s website
The CSR supplier self-assessment questionnaire includes (www.mersen.com).
questions on “respect for human rights”.
Mersen’s Ethics Charter is available on its website, and is
On this matter, Mersen subscribes fully to the values of the United therefore accessible to everyone. There is also an alert form
Nations Global Compact, to which it is a signatory, and notably enabling anyone to report any inappropriate behavior.
its principles on human rights and labor standards. In 2021, the
Group rounded out these general principles by drawing up its own The Purchasing Charter for a Responsible Supply Chain
“Human Rights Policy” which sets out its commitments in terms of: specifically refers to the ethics line and the protection for
whistleblowers.
■ lawful work, particularly the Group’s zero tolerance policy on
child labor and forced labor; The process for monitoring alerts is set out in ESRS G1,
paragraph 4.5.1.
■ freedom of association and the right to collective bargaining;
■ working conditions;
■ equal opportunities;
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3.2.5. Targets related to managing 3.2.5.3. Responsible supply chain
material negative impacts, Mersen’s approach on supply chain responsibility involves regular
advancing positive impacts, dialog with suppliers, particularly on sustainability issues. This
helps improve the Group’s ratings in customer assessments, and
and managing material risks supports the development of the circular economy and the use of
and opportunities (S2-4) recycled materials, which is also conducive to the development
of new markets and suppliers.
3.2.5.1. Supplier support
In 2024, Mersen did not identify any proven cases of severe
Supplier support priority goes to the suppliers that make up 80% breaches of workers’ rights among its business partners (child
of the Bill of Material (BOM). Mersen asks these suppliers to labor and forced labor in particular), whether through the alert
complete a CSR self-assessment questionnaire, system or through internal audits.
the responses to which are processed in the B2Mersen Supplier
Relationship Management (SRM) system, which outputs a CSR 3.2.5.4. Monitoring of initiatives
rating of 0 to 100. For scores under 25, purchasing teams conduct Management of significant impacts comes under the responsibility
an audit leading to an improvement plan. Suppliers with a rating of the Group’s purchasing function.
higher than 25, but lower than 50, may be inspected on site, which
may subsequently lead to a more in-depth audit. Mersen’s Purchasing function is structured by segment,
purchasing category and region, covering the entire global
Where appropriate, action plans are monitored by the sites scope. Key Category Managers (KCMs) are responsible for a
concerned. Audit reports are archived on the B2Mersen platform. set of strategic product categories organized by key account,
In 2024, the Group updated its Purchasing Charter to introduce while local purchasing is managed by purchasing teams at Mersen
tighter control on certain aspects, including those on respect for sites worldwide.
human rights. The purchasing function consists of around 100 people mainly
In early 2025, the CSR questionnaire was reviewed to make it working in the various businesses for which developing a
clearer and more detailed, and to take into account the results of responsible supply chain is one of their purchasing objectives.
previous assessments. This should make it easier to understand This is taken into account when calculating the annual bonuses
the issues involved, especially for smaller suppliers who are less of eligible employees.
familiar with them. The segment Heads of Purchasing are responsible for overseeing,
Questions on child labor, compliance and safety cover the implementing and updating the Group’s Purchasing Policy.
following aspects in particular: They report to the segment Executive Vice Presidents, who are
members of the Group’s Executive Committee. They submit a
■ Compliance with international regulations on child labor, report and propose action plans to Executive Management twice
forced or compulsory labor and discrimination in employment a year.
or occupation
Measures to promote diversity and the inclusion of people with
■
disabilities
3.2.6. Taking action on material
impacts on value chain
Assessment of occupational risks, monitoring of workplace
■
accidents, and implementation of a health and safety
workers and effectiveness
management system of those actions (S2-5)
■ Compliance with environmental regulations The CSR self-assessments have made it possible to assign
“Supplier CSR” ratings, with results and the related improvement
On this basis, the Group will be conducting a fresh campaign plans monitored in the B2Mersen SRM. For ratings under 25,
directed at its suppliers in 2025, to improve its understanding of an internal audit is conducted to sound out the supplier, then
their CSR maturity appropriate improvement plans are run and tracked, to increase
the rating. Suppliers with a rating higher than 25, but lower than
3.2.5.2. Failure to respect fundamental freedoms 50, will be invited to a meeting, which may subsequently lead to
In line with the Taxonomy Regulation, a human rights risk map an internal audit.
was created in 2022. A specific upstream value chain risk was
In 2022 (base year), the Group focused on the 364 suppliers
identified in 2023, on the “Right of children to be protected from
accounting for 80% of the Bill Of Materials. At the end of 2022,
economic and social exploitation”. Action plans were drawn up
27 suppliers (7.4% of the total) had ratings under 25.
accordingly, to further improve human rights awareness across all
our sites. These were partially completed in 2023 and continued In 2024, across the same scope (suppliers making up 80% of the
in 2024. Bill Of Materials in 2024), 8 of the 454 suppliers (1.8%) had scores
under 25. Under the new 2027 CSR roadmap, the goal is to have
less than 5% of suppliers with a rating of 25 or lower by 2027.
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3.3. Consumers and end-users (ESRS S4)

3.3.1. Material impacts, risks and For Mersen:
opportunities and their interaction If Mersen products were found to be defective, the company could
suffer substantial impacts:
with strategy and business model
(SBM-3) ■ Legal liability: Mersen could be held liable for property
damage or personal injury, resulting in costly legal proceedings.
Mersen is a recognized expert in two main areas: advanced
materials and electrical specialties. The Group holds leading ■ Reputational damage: a major flaw could tarnish Mersen’s
positions in these sectors, developing innovative, high-quality and image.
tailormade solutions that are appreciated by customers operating ■ Loss of customers: carmakers and battery manufacturers
in a wide range of markets. could turn to competitors considered more reliable.
Among these markets, electric vehicles (EVs) represent a ■ Financial impact: product recalls, compensation or production
strategic focus for medium-term development. Mersen offers two stoppages ensuing as a result of a safety defect can lead to
key product ranges here: significant financial losses.
■ Bus bars, which perform interconnection for battery cells and
power electronics circuitry. 3.3.1.2. Relationship between
risks/opportunities, strategy
■ Fuses, which protect equipment and users against electrical
hazards.
and business model
To confront these issues, Mersen puts safety at the core of its
As part of the double materiality assessment process set out in strategy, adopting several preventive approaches:
ESRS 2 IRO-1, one material risk was identified for end-users
of our products: risk arising from a safety or security defect in ■ Innovation and rigorous testing: Mersen invests in research
the products sold. This risk specifically concerns our fuses for and development to ensure that its products meet the toughest
the electric vehicle market, identified as a critical area in this safety standards, by means of extensive testing under extreme
assessment. conditions.
■ High quality standards: Mersen’s production processes
3.3.1.1. Relationship between risks and comply with international certifications (ISO, IEC), to ensure
dependencies on consumer/end-user product reliability.
impacts ■ Close collaboration with customers: Mersen integrates
Product safety and security is a real strategic challenge for Mersen. automakers’ specifications to its solutions, ensuring safety
As a supplier of critical components for electric vehicles (EVs), requirements are met.
the company has major safety responsibilities. A safety flaw in its
■ Regulatory watch and compliance: Mersen closely monitors
products could entail major risks for end-users, plus significant
regulatory developments in the electric vehicle sector to
repercussions for the company. Fuses, in particular, play a
anticipate new requirements.
fundamental role in the safety and reliability of electric vehicles.
A failure in this area can therefore have serious consequences:
3.3.1.3. Types of end-user concerned
For users: by the identified risk
■ Risk to physical safety: a fault in the electrical system could As an upstream supplier in the electric vehicle value chain,
cause a serious road accident for the driver of the vehicle. Mersen is far removed from endusers, who are mainly the drivers
of these vehicles. Because of this distance, and the fact that
■ Loss of confidence in electric vehicles: incidents such as
electric vehicles are still an emerging market, the Group has only
these can hinder consumer take-up of electric mobility, slowing
limited visibility today on how possible malfunctions might affect
market development.
different end-user profiles.
■ Reputational impact: users often associate safety problems
with vehicle manufacturers, but suppliers such as Mersen might
also be blamed.
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3.3.2. Policies related to consumers Internal organization
and end-users (S4-1) ■ R&D is responsible for compliance with environmental standards
including REACH, RoHS and WEEE. The Environmental
3.3.2.1. Fuse quality and safety procedure Compliance Manager oversees the drafting of compliance
declarations and supporting documentation, ensuring that they
All Mersen EV sites are certified to IATF 16949, a standard
are accessible to all concerned within the company.
specific to the automotive sector. This means that they have
documented processes on product safety in product management ■ The site Health, Safety and Environment Manager ensures
and manufacturing processes (IATF §4.4.1.2 Product Safety, VDA that Safety Data Sheets are available and kept up to date.
– German Association of the Automotive Industry and AIAG – ■ Purchasing is responsible for ensuring that Mersen’s suppliers
Automotive Industry Action Group). These include: (particularly tier-1 suppliers) provide the necessary declarations
■ identification of legal and regulatory product safety requirements concerning chemical substances, compliant with regulatory
(VDA QMC Customer specific requirements); requirements.
■ identification of characteristics having a bearing on product ■ The Marketing Department also plays a role in compliance,
safety (VDA QMC Special characteristics); by investigating and responding to market and customer
expectations regarding product performance and compliance,
■ identification and production checks on items having a bearing
and providing detailed information on product composition
on product safety, at the production stage at which these items
where necessary.
are manufactured (internal procedure EVP06);
■ special approvals of design & process FMECAs and monitoring Communication with direct customers
plans; Mersen sales teams provide customers with safety data sheets,
■ definition of responsibilities, escalation process and information declarations of conformity (REACH, RoHS) and detailed
flow, including management and customer notification (global information on product composition, as requested.
procedure EVP00);
3.3.2.3. Strategic human rights commitments,
■ identification by the organization or customer of training for
and alignment with international
personnel involved in producing products or carrying out
processes relevant to safety;
provisions
Customers have direct access to Mersen’s human rights policy,
■ pre-implementation approval required for product or process anti-corruption code of conduct, code of ethics and ethics hotline.
modifications, including an assessment of potential safety
impacts;
■ product safety requirements extending throughout the entire
3.3.3. Processes for engaging
supply chain; with consumers and end-users
■ product traceability throughout the supply chain.
about impacts (S4-2)
Mersen’s electric vehicles (EV) business places the Group in a
Safety/regulatory requirements are thus included in all the
leading OEM position (under contract to automakers) or a second-
processes involved in the Mersen EV quality management system.
tier OEM position (under contract to OEMs that integrate our
As required by some automotive customers, a Product Safety and product(s) into systems that will equip electric vehicles). Mersen’s
Compliance Representative (PSCR) is appointed at each EV site operations necessarily involve regular work with both types of
following external qualification by the VDA QMC. The PSCR is customer, through which we address the particular issues facing
the guarantor of product integrity, safety and compliance within electric vehicle manufacturers and the needs that they must meet
the company, from the development phase through to end-of-life. in order to satisfy their end customers.

3.3.2.2. Environmental compliance procedure 3.3.3.1. Types of interaction with customers
The Group has an environmental compliance procedure to Customer interaction involves regular visits:
ensure the environmental safety and compliance of product
■ Close customer reach through regular interaction and frequent
lines (fuses and fusegear) sold within the European Union with
visits to customer sites, for a thorough understanding of their
regard to environmental regulations and directives, and to manage
needs and expectations.
communication with the European market accordingly.
■ Customer visits to Mersen’s production facilities, at supplier
Mersen’s various functions, and the R&D and Purchasing
audits or meetings with prospects, for a strong business
functions in particular, are responsible for compliance on product
relationship and to clearly demonstrate the credibility of the
safety and environment matters. The R&D function is involved
Mersen brand.
in the monitoring of products developed and modified, while the
Purchasing function ensures that suppliers provide the required ■ Annual customer surveys, to gage customer satisfaction, ensure
declarations of conformity. a full understanding of their needs, and gather information on
market dynamics and intentions, to inform our product plan
and align our strategies.
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3.3.3.2. Customer viewpoint 3.3.5. Taking action on material impacts
The customer’s viewpoint is of crucial importance for Mersen. on consumers and endusers,
During the product development phase, the customer is actively and approaches to managing
involved in product design, through regular exchanges between
the customer and a team comprising members from engineering material risks and pursuing
and sales functions. These interactions provide essential input material opportunities related
for fine-tuning product specifications. to consumers and endusers,
Once the product is validated, a sale contract is drawn up, and effectiveness of those
detailing: actions (S4-4)
■ Specifications on quality conditions.
3.3.5.1. 2024 and future actions
■ Procedures to follow in the event of non-compliance
In 2024, the Group updated its range of fuses to extend their
encountered before or after assembly, with details on who to
protection range. It has also extended its production capacity in
contact in the sales team to deal with any such instance.
China, and in the short term plans to expand bus bar production
at the Saint-Bonnet site in France, and potentially in the United
3.3.4. Processes to remediate States.
negative impacts and channels To strengthen customer relations, in 2024 the Group made a total
for consumers and end-users of 70 visits to customers in Europe, China, Mexico and the United
to raise concerns (S4-3) States, in addition to hosting some 30 visits to its production sites
in these regions.
3.3.4.1. Management of ethics-related incidents
Though the Mersen Group does not interact directly with the end- 3.3.5.2. Results obtained
users of its products, it does have a whistleblowing system for Through these visits, the Group developed its understanding of
transparent communication with its direct customers. This features the specific needs and expectations of customers in the electric
a whistleblower protection policy and an ethics hotline open to vehicle (EV) market, this being a crucial factor in the launch phase.
all stakeholders, including customers. This hotline, accessible Investments in and development of the EV market offering will
from the Mersen website, provides a secure means of reporting help support the Group’s strategic growth plan in this segment.
any ethical issues or incidents. For details of the procedure and
associated corrective actions, see the section on ESRS G1-1. 3.3.5.3. Risk mitigation measures
Group strategy makes full allowance for the risk of product safety
3.3.4.2. Specific channels for direct input
and security defects, as outlined in the section on S4 SBM-3.
of customer concerns This risk, identified in the risk map updated in 2024, is managed
In addition, customers can use a contact form available on the in accordance with the internal risk management procedure,
Group’s website to submit complaints directly to the customer ensuring close alignment with sustainability issues.
service department. This channel facilitates transparent
communication to improve the quality of business interactions.
3.3.6. Targets related to managing
3.3.4.3. Complaint handling mechanisms material negative impacts,
Defect reports are handled by the sales department or by the advancing positive impacts,
quality engineer, depending on the nature of the non-compliance, and managing material risks and
in accordance with the clauses of the sale contract. Management opportunities (S4-5)
of non-compliance in products for the electric vehicle market
complies with IATF, ISO 9001 and ISO 14001 standards. The Group has not yet set specific targets for managing the
material risk identified, due to its recent entry into the electric
vehicle market and the low volume of user feedback available
at this stage. During this introductory phase, the Group will be
closely observing and analyzing the specific needs and challenges
of this sector, in order to set appropriate and relevant objectives
for the future.
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4. BUSINESS CONDUCT (ESRS G1)
4.1. The role of the administrative, management and supervisory bodies
(GOV-1)

4.1.1. Organization of ethics and 4.1.2. Policy monitoring procedures
compliance within the Group The Ethics and Compliance Committee oversees policy
The highest levels of Mersen are involved in ethics and compliance implementation and periodically assesses emerging risks.
governance, including Executive Management and the Board of The Group measures the effectiveness of its policies through
Directors through its Audit and Accounts Committee. internal audits and compliance assessments. The results are
The Risk, Audit and Compliance Department develops and regularly reported to the Ethics and Compliance Committee and
coordinates the Group’s ethics and compliance policy effectively integrated into a continuous improvement methodology.
and sustainably. The internal control process ensures that concerns about
It is tasked with (i) identifying and assessing any risks of non- unlawful conduct or conduct in breach of the code of conduct
compliance with laws or regulations that could damage the are managed rigorously, transparently and appropriately. It is
image, culture or financial stability of the Group, (ii) implementing essential to strengthening the Group’s culture of integrity and
appropriate procedures and processes to minimize such risks, meeting stakeholder expectations. This is a key control point
(iii) informing and raising the awareness of Group employees of in the internal control manual, and each subsidiary manager is
the main risks and (iv) managing the “ethics hotline.” required to sign an annual internal control paper to confirm that
it is properly implemented.
It supports the development of the Group’s ethics culture and
dedicated tools, and ensures that action plans are properly Regular reports on trends and outcomes in whistleblowing are
implemented. In the event of an ethical and/or compliance related submitted to the Ethics and Compliance Committee and the
alert, the Committee is tasked with analyzing the situation and Executive Committee, and a report is submitted to the Audit and
deciding on the measures to be taken. The Ethics and Compliance Accounts Committee at least once a year.
Department also works with: Our internal policies and processes respond to input from the
■ the Human Resources Department to prevent illicit work and whistleblowing mechanism in order to prevent the recurrence
harassment, protect whistleblowers, ensure compliance with of non-compliant behavior. This gave rise to an update of the
labor laws and train employees; procedure in 2023.

■ the Legal Department to ensure that regulations are interpreted Mersen monitors the application and effectiveness of its policies
properly; through specific key performance indicators (KPIs) including:

■ Internal Audit, which takes compliance issues into account in ■ Number of ethics incidents reported and resolved;
its audit program and guidelines, and verifies that the related ■ Employee participation rate in Code of Conduct training;
procedures are properly applied;
■ Supplier CSR ratings.
■ specialized committees (CSR, MAR(1), HSE(2), etc.) that deal
with compliance.
4.1.3. Responsibilities on ethical
Work on ethics and compliance is supervised by an Ethics and
Compliance Committee comprising the Group’s Chief Executive
business policies
Officer, the Chief Financial Officer, the Vice President, Human
4.1.3.1. Strategic responsibility
Resources, the General Counsel and the Vice President Group,
Risks, Audit and Compliance and the Group Compliance Officer. The Executive Committee handles overall supervision of business
It meets quarterly. It can also meet on an as-needed basis, conduct and corporate culture policies. This involves:
particularly in the event of an ethics alert. ■ Validating the strategic orientations and priorities on business
The VP Group, Risks, Audit and Compliance reports to the Audit conduct and corporate culture;
and Accounts Committee on his ethics and compliance work at ■ Monitoring key performance indicators and ensuring they are
least once a year. consistent with Mersen’s commitments.
The Audit and Accounts Committee ensures that appropriate
ethics and compliance processes are in place. This involves
annual reports from the VP Group, Risks, Audit & Compliance.




(1) Market Abuse Regulation.
(2) Health, Safety, Environment.
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4.1.3.2. Executive responsibility 4.1.3.3. Operational coordination
Operational implementation of policies is overseen by the Ethics The VP Group, Risks, Audit & Compliance is responsible for:
and Compliance Committee, whose main role is to: ■ Employee awareness and training on policies and best
■ Supervise the implementation of policies in all business units practices;
and subsidiaries; ■ Follow-up on reported incidents and coordination of internal
■ Guarantee mobilization of the human and financial resources investigations;
needed to achieve the objectives set; ■ Communication of policy updates to all internal and external
■ Ensure coordination between the various departments stakeholders.
concerned (legal, HR, compliance, internal control);
To ensure consistency in policy implementation, regular reports
■ Review periodic progress reports and approve any necessary are submitted to the Ethics and Compliance Committee and, once
corrective measures. a year, to the Audit and Accounts Committee.



4.2. Description of the processes to identify and assess material
impacts, risks and opportunities (IRO-1)

The material impacts (actual or potential), risks and opportunities The Group exerts a positive influence on its supply chain through
in relation to ESRS G1 were initially derived from a selection of its purchasing policy and its dedicated charter for responsible
CSR topics that may apply to Mersen, including: procurement. In addition, its whistleblower protection policy covers
■ Business ethics; the upstream and downstream value chains.

■ Political influence and lobbying activities; There is, however, a potential negative impact related to the failure
of our suppliers and subcontractors to respect human rights. It
■ Over-regulation; should be noted that the Group has a very broad supplier base and
■ Responsible supply chain. that the biggest supplier accounts for less than 1% of purchases.
The impacts were assessed with the help of internal stakeholders
knowledgeable about the subject matter, via questionnaires 4.2.2. Risks and opportunities
and workshops. Impact materiality was assessed according to Risks identified as material were linked to the issues of business
four parameters: magnitude, scope, irremediable nature (in the ethics and over-regulation. These risks are primarily:
event of a negative impact) and probability of occurrence. Risks
■ Employee non-compliance with internal ethical rules. This risk
were assessed according to their severity, while opportunities
is effectively managed through such guidelines as the Code
were assessed according to the magnitude of their effects, their
of Ethics, the Anti-Corruption Code and the manual on anti-
likelihood of occurrence and their evolution over time.
competitive practices, as well as various procedures relating to
The matter of political influence and lobbying activities was found conflicts of interest, donations, patronage, gifts and hospitality,
to be non-material. in accordance with France’s Sapin II law;
■ Failure or lack of due diligence in the face of increased
4.2.1. Impacts environmental and social regulations, leading to local
The Group has a real positive impact in terms of business ethics, non-compliance;
particularly on employees, who can qualify for whistleblower status ■ Non-compliance with international regulations, sanctions,
and rely on a support structure to protect them. This encourages embargoes, export controls. The risk of non-compliance with
employees to report situations that are potentially dangerous for international regulations related to sanctions, embargoes and
both the company and themselves. export controls is managed through a rigorous procedure (OFAC
The Group also has a real and positive impact in terms of rules, embargoes, dual-use exports and export controls).
responsible supply chain management, thanks to its responsible The assessment did not identify any opportunities related to the
practices in selecting suppliers (Tier 1) and its sustainable sourcing business conduct topic.
policy. It is a reflection of the strong partnerships between Mersen
and its suppliers in ensuring sustainable sources of supply.
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4.3. Corporate culture and business conduct policies (G1-1)

Mersen’s business conduct and corporate culture policies aim to 4.3.2. Activities covered by business
establish and maintain high standards of ethics, accountability and
transparency throughout all of the organization’s activities. Global
conduct and corporate culture
management of these policies is governed by the following rules. policies
Mersen’s business conduct and corporate culture policies apply
to all operational activities, including:
4.3.1. Promoting corporate culture
Mersen fosters a culture of integrity and accountability at all levels ■ Internal processes (human resources, purchasing, sales, R&D,
of the organization. Our core values permeate every aspect of etc.);
our business: ■ Innovation projects and strategic initiatives;
■ people first: health & safety, respect, people development; ■ Interactions with customers and tier-1 suppliers.
■ cross collaboration: trust, open-mindedness, collective These policies specify the behaviors expected at every stage of
intelligence; our activities, and ensure that our practices are consistent with
■ innovate for our customers: deep understanding of customers our ethical, environmental and social commitments.
& markets, customer orientation, co-development;
■ one step ahead: continuous improvement, open to challenges, 4.3.3. Upstream and/or downstream
balanced achievement. value chain
This enables us to build lasting trust-based relationships with
Upstream:
our stakeholders.
The policies apply to our tier-1 suppliers, subcontractors and direct
The Mersen group’s development owes a great deal to the trust supply-chain partners. They include specific criteria on human
and confidence we inspire in all stakeholders, particularly our rights, anti-corruption and environmental sustainability.
employees, customers and suppliers, investors and banks, and
shareholders. This is reflected through values and ethics that Mersen issues its “Purchasing Charter for a Responsible Supply
are shared by all of its employees and applied responsibly, at all Chain” to its partners, who are invited to sign it and implement
levels, from site management and human resources to financial practices in line with our ethical commitments.
transparency, anti-corruption and, of course, an ambitious
sustainable development policy. Downstream:
The principles set out in our policies also extend to our customers
Mersen’s regulatory environment is becoming increasingly
and distributors, especially as regards anti-corruption measures
complex. This is particularly apparent with regulations concerning
and the final destination of goods (sensitive products and
competition law, anti-corruption, export control, embargoes,
compliance with embargoes).
economic sanctions and other restrictions imposed by certain
countries. For some products there are compliance requirements on product
usage, to limit negative impacts on end-users.
Mersen’s corporate governance policy is in line with the legislative
and regulatory provisions applicable to listed companies in France
and the recommendations of the AFEP-MEDEF Corporate 4.3.4. Geographical scope
Governance Code for Listed Companies to which the Company Mersen’s business conduct and corporate culture policies apply
refers. Executive Management has a strong commitment to to all legal entities and all operations in countries covered by
the respect for business ethics; it takes an active part in the Mersen, directly or indirectly.
compliance program and monitors its proper application through
dedicated governance. Particular attention is paid to areas considered subject to risk,
such as countries with weak regulatory frameworks or more
exposed to risks of corruption or human rights violations.
Specific assessments are carried out to adapt our policies to local
contexts while respecting our global commitments.
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4.3.5. Stakeholders affected 4.3.6. Description of policies
Under our business conduct and corporate culture policies, Mersen’s business conduct and corporate culture policies are
Mersen recognizes the importance of stakeholder interests. These set out below:
policies aim to balance the expectations and address the concerns
of internal and external stakeholders, while ensuring alignment 4.3.6.1. Code of Ethics
with our ethical, social and environmental commitments.
Objectives and scope
Stakeholders affected by the policies include:
Mersen has implemented a Code of Ethics which sets out the
collective and individual commitment of Mersen and its employees
Employees:
to establish and build on mutual trust both within the Group and
All Group employees, as key players in the implementation of our
with all our stakeholders. It applies to all Mersen employees,
corporate culture, are subject to the rules set out in our policies.
irrespective of the country in which they work or their position,
Specific training courses are offered to help employees better
as well as to the Chief Executive Officer and the members of
understand and commit to these policies.
the Board of Directors, and formalizes the Group’s reciprocal
commitments to:
Suppliers and subcontractors:
Our suppliers and subcontractors are invited to sign our ■ its employees;
“Purchasing Charter for a Responsible Supply Chain” as proof ■ its external stakeholders;
of their commitment. Strategic suppliers have completed a CSR
self-assessment questionnaire. ■ civil society.

Direct customers: Third-party standards or initiatives
Verifications are carried out across all our customers to check Mersen’s Code of Ethics aligns fully with the principles of the
the final destination of our products. In addition, customers are United Nations Global Compact, to which Mersen has been a
required to sign a certificate of compliance declaring that neither signatory since 2009. The first two of these principles call on
any entity of their corporate groups, nor their directors, officers businesses to “support and respect the protection of international
or managers, are or have been listed on a sanctions list at any human rights within their sphere of influence” (principle 1) and
time, or have acted on behalf of or on the instructions of a person “ensure that their companies are not complicit in human rights
listed on a sanctions list. abuses” (principle 2).

Investors and regulators: 4.3.6.2. Anti-Corruption Code of Conduct
Mersen’s business conduct and corporate culture policies Objectives and scope
meet investors’ expectations on responsible governance and
Under France’s Sapin II law, Mersen applies a code of conduct
compliance with local and international regulatory frameworks.
that clearly specifies the behaviors expected of our employees,
Local communities: managers and business partners. Its aim is to prevent and
sanction non-compliant behavior such as corruption, harassment
In all the areas where the Group operates, it takes measures
or conflicts of interest.
to minimize negative impacts and foster positive relations with
communities. The code covers key areas including:
■ specific rules for public officials;
Authorities:
The authorities are interested in our legal and regulatory ■ gifts and hospitality;
compliance with, for example, the requirements of the Sapin II ■ donations, patronage and sponsorship;
anti-corruption law or the General Data Protection Regulation.
■ facilitation payments;
■ third-party due diligence;
■ conflicts of interest;
■ accounting records and internal controls.

Third-party standards or initiatives
Our procedures specify the application of Transparency
International’s recommendations on reinforcing the fight
against corruption and on transparency and ethics in business
relationships.
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4.3.6.3. Personal data protection ■ Ensuring the consistency of practices throughout the Group;

Objectives and scope ■ Developing stakeholder responsibility;
Mersen runs robust policies that comply with the GDPR ■ Protecting the Company’s reputation and competitiveness.
(General Data Protection Regulation) and other applicable legal
frameworks. These policies include: Third-party standards or initiatives
Our export control policies are based on:
■ Collection and processing of data only within the legally defined
framework, with the clear and informed consent of the parties ■ Export control lists issued by the relevant authorities, notably
concerned; in Europe and the United States;
■ Security measures to protect data against unauthorized access, ■ International regulations, such as the Arms Trade Treaty and
loss or misuse, through mature and rigorous system security. restrictions regarding countries under sanctions.

Third-party standards or initiatives 4.3.6.5. Measures to protect whistleblowers
Mersen complies with local and regional regulations, including the on its workforce against retaliation,
GDPR (General Data Protection Regulation), for the management in accordance with applicable legislation
of personal data, through the appointment of a data protection transposing Directive (EU) 2019/1937
correspondent in each subsidiary. of the European Parliament and
of the Council
4.3.6.4. Export Control Manuals
Under France’s Sapin II law (no. 2016-1691 of December 9, 2016)
Objectives and scope and the “Waserman law” of March 21, 2022 on improving
In compliance with international and local trade and export whistleblower protection, Mersen implements strict measures
regulations, Mersen applies rigorous procedures to ensure that our to protect whistleblowers, as specified in the whistleblowing
products, services and technologies are not used inappropriately procedure updated in October 2023 and notified to all subsidiary
or in violation of the law. directors. These measures are as follows:
Mersen has provided its subsidiaries with export control manuals ■ Protection against retaliation, including a zero-tolerance policy
covering: against any form of retaliation, including dismissal, demotion
or discrimination;
■ classification of products and services in accordance with
applicable export control lists; ■ Guaranteed confidentiality: whistleblowers’ identities are strictly
protected, and access to information on them is restricted;
■ verification of business partners to prevent transactions with
entities or individuals subject to sanctions; ■ Whistleblowers are kept regularly informed of the progress in
and the outcomes of investigations into their reports. Details
■ approval and documentation process for all sensitive exports. on training on the whistleblowing procedure are given in G1-3,
These manuals meet several strategic and operational objectives, section 4.5.2.
including: Mersen’s procedure for prompt and objective handling of alerts
■ Guaranteeing legal compliance; is outlined under G1-3, section 4.5.1.3.
■ Preventing operational risks;
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4.4. Management of relationships with suppliers (G1-2)

4.4.1. Payment terms 4.4.2. Compliance with conflict minerals
Group sites comply with local regulations on payment terms (LME regulations
law in France). Pursuant to European Regulation (EU) 2017/821 on conflict
The Accounting and Management Control Department, which minerals and the equivalent US legislation (section 1502 of the
reports to the Group Finance Department, is responsible for Dodd Frank Act), the Group is strengthening its processes to
ensuring that payment terms are met. To do this, it uses input track conflict minerals throughout the supply chain in order to
from internal control and site financial controllers. identify and assess supply risks related to minerals from conflict-
affected areas.
The Group conducts its business according to ambitious
responsible development values and goals. It is committed to Moreover, the Group’s Purchasing Charter for a Sustainable
improving its social and environmental practices in order to bring Supply Chain sets out the commitments that suppliers have to
responsibly developed products to market. This commitment is make concerning the sourcing of tantalum, tin, tungsten and gold
expressed in its Sustainable Procurement Charter, which covers (and any other substances that could be added to the list of conflict
both its internal practices and those of its suppliers. minerals in the future) used in products they supply to the Group.
Mersen’s Sustainable Procurement Charter is outlined in ESRS Conflict Minerals Reporting Templates (CMRTs) are available on
S2 section 3.2.1.3. It covers: Mersen’s website. Corrective measures may be put in place if
necessary.
■ Suppliers’ commitments on respect for human rights, prevention
of child labor, personnel safety and protection, and healthy To the best of its knowledge, the Group does not use materials
working environments; from conflict zones.
■ Our procedure for selecting suppliers through CSR
assessments; 4.4.3. Export control
■ Conditions on meeting sustainability criteria to obtain preferred Actions on compliance with international sanctions and embargo
supplier status. regulations are set out in an export control policy.
The charter is issued to all the Group’s suppliers, who are asked In the conduct of its business, Mersen must comply with all
to sign it. applicable export control regulations and sanctions programs
throughout its value chain. A compliance program has been
Mersen suppliers and subcontractors commit to applying the drawn up for the people responsible for these controls in each of
highest standards of business and personal ethics and to following the Group’s operating units. Key personnel are trained in export
all applicable laws and regulations in the countries where they control regulations, and carry out all the necessary verifications
operate. before accepting orders. The Group has also appointed expert
Mersen’s whistleblowing procedures are accessible to all advisors for each activity, who are available to answer any
suppliers. technical questions that site personnel might have on these
matters.
Due to the potentially serious consequences of non-compliance
with any law regarding export control or sanctions, Mersen sites
must have a full understanding of their obligations in order to
ensure full compliance. Export regulations apply to sales and
purchases, whether directly with customers or suppliers, or
indirectly through distributors, agents, etc.
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4.5. Prevention and detection of corruption and bribery (G1-3)

4.5.1. Mechanisms for managing 4.5.1.3. Report handling process
concerns on conduct that Reception and recording
is unlawful or in breach All reports received through the above channels are stored on a
of the code of conduct secure and confidential server, complying with legal requirements,
including those of the GDPR (General Data Protection Regulation).
4.5.1.1. Purpose of whistleblowing mechanisms Each report is assigned a unique reference to ensure transparent
Mersen is committed to maintaining an ethical and transparent and rigorous follow-up.
working environment, in which concerns about unlawful conduct
or conduct in breach of the Code of Ethics and Anti-Corruption Preliminary assessment
Code of Conduct can be reported and dealt with effectively, An initial analysis is performed to assess the seriousness and
confidentially and fairly. In this regard it operates mechanisms validity of the reported concern.
designed to:
Reports considered unfounded or outside the scope of our
■ Rapidly identify behavior liable to harm Mersen’s ethics, business conduct policies are documented and closed without
compliance or reputation; further action, and the person submitting the alert notified
■ Protect employees and stakeholders against any form of accordingly where appropriate.
retaliation;
In-depth investigation
■ Foster a strong ethics and compliance culture. Reports requiring investigation are handled by a specific team as
A procedure relating to this system and whistleblowers was set out in the whistleblowing procedure.
reviewed in 2023 and distributed to managers and the HR network.
It is available on the Group’s intranet and corporate website. It Resolution and corrective action
describes the process for handling reports and the protection If unlawful behavior or breach of the code of conduct is confirmed,
measures for whistleblowers. Mersen is committed to ensuring that corrective or disciplinary measures are taken immediately.
no disciplinary measures are taken against whistleblowers acting In certain cases, serious incidents may be reported to the relevant
in good faith, and to preserving their anonymity in accordance authorities, in accordance with our legal obligations.
with the regulations applicable to whistleblowers.

4.5.1.2. Available whistleblowing mechanisms 4.5.2. Training system - Strategy on
To ensure that concerns are identified and reported, the Group has training in business conduct and
set up two reporting channels accessible to all internal (employees) identification of at-risk functions
or external (e.g., customers and suppliers) stakeholders:
■ the ethics hotline, an anonymous and secure reporting system,
4.5.2.1. Ethics training
accessible round the clock by email: ethics@mersen.com; A specific communication and training plan has been rolled out
throughout the Group to raise awareness of the ethical behavior
■ a contact form accessible from the Group’s website to be adopted and to prevent undue internal and external
(www.mersen.com). solicitations. Initial training was taken by all employees from 2018.
Only the Group Compliance Officer and Group Vice President for The Code of Ethics e-learning module was updated and expanded
Human Resources are authorized to receive these reports and in 2021. It is aimed at all employees. Newcomers are required to
are required to deal with them with due care. complete the module. Employees with a Mersen computer are
required to take it once every two years. For other employees, a
new system has been introduced under the new Mersen People
HRIS to enable them to connect to the platform.
All employees receive initial training on the whistleblowing process
and the role, rights and protection of whistleblowers.
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4.5.2.2. Training on competition law On completion, employees fill out a questionnaire to assess
Through the Group’s training program on compliance with what they have learned, requiring a minimum of 80% to pass
competition law, employees exposed to competition law risks the training.
develop a sound understanding of how competition law applies By 2024, 98% of employees targeted by this training had passed
to the day-to-day conduct of Mersen’s business. their course.
The program provides guidelines on compliance with competition
law and identifies situations in which Mersen employees should 4.5.2.4. Training on protection of whistleblowers
seek advice and prior approval from the Group Legal Department Communication, awareness-raising and training for managers
before acting. and employees are essential in explaining Mersen’s Ethics and
Compliance policy.
This training was updated in 2024. It is now available on the
Group’s e-learning platform, Mersen Academy. It is mandatory for The mandatory ethics training includes provision of the Code
the categories of people with the greatest exposure to the issue, of Ethics, with details on the ethics hotline and the associated
mainly people in the sales and purchasing functions (around whistleblowing form accessible on the Group’s website
1,300 people). (www.mersen.com).
The MersenOne Group intranet gives each employee easy access
4.5.2.3. Anti-corruption training to all of the Group’s charters, codes and policies.
An anti-corruption training course first implemented in 2018 is
Mersen’s whistleblowing procedure, updated in October 2023,
given to all employees directly exposed to these issues due to
facilitates prompt, independent and objective investigation into
their departments (e.g., sales, procurement, finance) or position
incidents concerning business conduct, including cases of
(management staff). This training course went online in 2020,
corruption and bribery.
on the Mersen Academy e-learning platform. It is compulsory for
all newcomers joining the Group in one of the aforementioned The VP Group, Risks, Audit and Compliance and the VP Human
positions that are the most exposed to corruption risks. Resources are the only persons authorized to receive reports
via the channels provided for this purpose (ethics line and form
The aim of the course is to build awareness on corruption risks,
on the Mersen corporate website) and to process them with all
legal obligations, and best practices to prevent and combat
due diligence.
corruption.
By virtue of their duties within the Group, they are well acquainted
Training covers the following points:
with the notions of confidentiality, neutrality and impartiality in the
■ Definition of key concepts regarding corruption, including handling of reports, and in 2019 attended forensic audit training
the difference between active and passive corruption, and by an external firm on best practices in investigation.
the different forms of corruption (bribery, influence peddling,
If a report proves too complex to process internally, the Ethics
favoritism, conflicts of interest, etc.);
and Compliance Committee is contacted to approve an external
■ Legal and regulatory frameworks, with priority given to France’s forensic audit, under direct supervision by the VP Group, Risks,
Sapin II law (which applies to all Mersen entities), the FCPA Audit and Compliance. This can apply to reports on business
in the United States, and the UK Bribery Act, and on criminal conduct, including incidents of corruption and bribery.
and civil sanctions and liabilities;
■ Prevention, control, detection and response mechanisms,
including instructions on responses to suspicion and reports.
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4.6. Confirmed incidents of corruption or bribery (G14)

The Anti-Corruption Code of Conduct presents the rules to be ■ Dynamic assignment of anti-corruption training for the
implemented and respected in order to combat corruption at all employees most exposed, under Mersen’s new Learning
levels and in all countries where Mersen is present. Management System;
A map of the Group’s corruption risks was established in 2023, ■ Update of the gifts and hospitality procedure and provision of
with a particular focus on the support functions. an “expense claim” procedure;
Corruption risk mapping is performed each year for certain ■ Reminder on the rules governing calls to tender, through an
corruption-sensitive countries (based on the Transparency update to the Purchasing Charter for a Sustainable Supply
International classification). Mapping has been performed for Chain;
eight countries since 2020. ■ Updated conflict of interest procedure and global centralization
There have been no cases of corruption or bribery in 2024. One of all declarations;
case of conflict of interest is currently being analyzed. ■ Systematic assessment of third parties and partners, including
An action plan is developed to improve the control of risks. This is intellectual service providers (except regulated professions)
monitored by the Group’s Risk, Audit and Compliance department and NGOs, by an update to the third-party control system.
and has been presented to the Ethics and Compliance Committee.

For 2024, it includes: 2024

■ Full review of the Group’s Code of Ethics and Anti-Corruption Number of convictions 0
Code; Amount of fines for violation of anti-corruption
■ Additional training for employees on anti-corruption measures and anti- bribery laws €0
and relationships with third parties of potential risk;



4.7. Payment practices (G1-6)

Detailed information on supplier and customer payment terms is At Group level, details of trade receivables are published in
published for the parent company Mersen SA only (see chapter 3, note 11 of chapter 6. Payment terms are not consolidated at
section 13.2). Group level but monitored locally.
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REPORT BY THE STATUTORY AUDITOR RESPONSIBLE
FOR THE CERTIFICATION OF SUSTAINABILITY INFORMATION
AND VERIFICATION OF THE DISCLOSURE REQUIREMENTS
UNDER ARTICLE 8 OF REGULATION (EU) 2020/852
YEAR ENDED DECEMBER 31, 2024

This is a translation into English of the Statutory Auditor’s report on the certification of sustainability information and verification of the
disclosure requirements under Article 8 of Regulation (EU) 2020/852 of the Company issued in French and it is provided solely for the
convenience of English-speaking users.
This report should be read in conjunction with, and construed in accordance with, French law and the H2A guidelines on “Limited
assurance engagement – Certification of sustainability reporting and verification of disclosure requirements set out in Article 8 of
Regulation (EU) 2020/852”.


To the Shareholders of Mersen SA, It is also governed by the H2A guidelines on limited assurance
engagements on the certification of sustainability information
This report is issued in our capacity as Statutory Auditor
and verification of disclosure requirements set out in Article 8 of
responsible for the certification of sustainability information. It
Regulation (EU) 2020/852.
covers the sustainability information and the information required
by Article 8 of Regulation (EU) 2020/852, relating to the financial In the three separate parts of the report that follow, we present, for
year ended December 31, 2024 and included in Chapter 4 of the each of the parts covered by our engagement, the nature of the
Group’s management report. procedures we carried out, the conclusions we drew from these
procedures and, in support of these conclusions, the elements to
Pursuant to Article L.233-28-4 of the French Commercial
which we paid particular attention and the procedures we carried
Code (Code de commerce), Mersen is required to include
out with regard to these elements. We draw your attention to
the abovementioned information in a separate section of its
the fact that we do not express a conclusion on any of these
management report. This information has been prepared in the
elements taken in isolation and that the procedures described
context of the first-time application of the aforementioned articles, a
should be considered in the overall context of the formation of
context characterized by uncertainties regarding the interpretation
the conclusions issued in respect of each of the three parts of
of the legal texts, the use of significant estimates, the absence
our engagement.
of established practices and frameworks, in particular for the
double materiality assessment, and an evolving internal control Finally, where it was deemed necessary to draw your attention to
system. It provides an understanding of the impact of Mersen’s one or more items of sustainability information provided by Mersen
activity on sustainability matters, as well as the way in which these in the group management report, we have included an emphasis
matters influence the development of its business, performance of matter paragraph hereafter.
and position. Sustainability matters include environmental, social
and corporate governance matters.
Pursuant to II of Article L.821-54 of the aforementioned Code, our
responsibility is to carry out the procedures necessary to issue a
The limits of our engagement
conclusion, expressing limited assurance, on:
As the purpose of our engagement is to provide limited assurance,
■ compliance with the sustainability reporting standards adopted the nature (choice of techniques), extent (scope) and timing of
pursuant to Article 29ter of Directive (EU) 2013/34 of the the procedures are less than those required to obtain reasonable
European Parliament and of the Council of December 14, 2022 assurance.
(hereinafter ESRS for European Sustainability Reporting
Furthermore, this engagement does not include assurance on the
Standards) of the process implemented by Mersen to determine
viability or the quality of Mersen’s management; in particular, it
the information reported, and compliance with the requirement
does not provide an assessment of the relevance of the choices
to consult the social and economic committee provided for in
made by Mersen in terms of action plans, targets, policies,
the sixth paragraph of Article L.2312-17 of the French Labor
scenario analyses and transition plans, that extends beyond
Code (Code du travail);
compliance with the ESRS reporting requirements.
■ compliance of the sustainability information included in Chapter
It does, however, allow us to express conclusions regarding
4 of the management report with the requirements of Article
the process for determining the sustainability information to be
L.233-28-4 of the French Commercial Code, including with
reported, the sustainability information itself, and the information
the ESRS; and
reported pursuant to Article 8 of Regulation (EU) 2020/852, as to
■ compliance with the requirements set out in Article 8 of the absence of identification or, on the contrary, the identification
Regulation (EU) 2020/852. of errors, omissions or inconsistencies of such importance that
This engagement is carried out in compliance with the ethical they would be likely to influence the decisions that readers of the
rules, including those on independence, and quality control, information subject to this engagement might make.
prescribed by the French Commercial Code. Our engagement does not cover any comparative data.
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We also assessed the completeness of the activities included
Compliance with the ESRS in the scope used to identify IROs.
of the process implemented We reviewed the map drawn up by the entity of the IROs
identified, including a description of their distribution in the
by Mersen to determine entity’s own operations and value chain, as well as their time
the information reported horizon (short, medium or long term), and we assessed the
consistency of this map with our knowledge of the entity and,
where applicable, with the risk analyses carried out by Group
entities.
Nature of the procedures carried out
Our procedures consisted in verifying that: We assessed:

■ the process defined and implemented by Mersen has enabled • the hybrid approach used by the entity to gather information
it, in accordance with the ESRS, to identify and assess its on subsidiaries;
impacts, risks and opportunities related to sustainability matters, • the way in which the entity considered the list of sustainability
and to identify the material impacts, risks and opportunities that topics listed in ESRS 1 (AR 16) in its assessment;
are disclosed in Chapter 4 of the management report; and
• the consistency of the actual and potential impacts, risks and
■ the information provided on this process also complies with opportunities identified by the entity through the available
the ESRS. sector analyses;
• the consistency of the actual and potential impacts, risks and
Conclusion of the procedures opportunities identified by the entity, in particular those that
carried out are specific to it, because they are not covered or insufficiently
covered by the ESRS, with our knowledge of the entity;
On the basis of the procedures we carried out, we did not identify
any material errors, omissions or inconsistencies regarding the • how the entity has taken different time horizons into
compliance of the process implemented by Mersen with the consideration, particularly with regard to climate matters;
ESRS. • whether the entity has taken into account the risks and
opportunities that may arise from both past and future events
Emphasis of matter as a result of its own operations or business relationships,
including the actions undertaken to manage certain impacts
Without qualifying the conclusion expressed above, we draw
or risks;
your attention to the information provided in Chapter 4 of the
management report, particularly in sections 1.1.2.2 “Limitations • whether the entity has taken account of its dependencies on
due to first-time application (BP-2)” and 1.4.1.2 “Methodological natural, human and/or social resources in identifying risks
limitations (IRO-1)”, which set out the approach for reporting on and opportunities.
the value chain. ■ Concerning the assessment of impact materiality and financial
materiality
Elements that received particular Information on the assessment of impact materiality and
attention financial materiality is provided in Chapter 4, section 1.4.1
The elements to which we paid particular attention concerning the “Description of the processes to identify and assess material
compliance with the ESRS of the process implemented by Mersen impacts, risks and opportunities” of the Group’s management
to determine the information reported are presented below. report.

■ Concerning the identification of impacts, risks and opportunities Through interviews with management and inspection of the
available documentation, we obtained an understanding of the
Information concerning the identification of impacts, risks impact materiality and financial materiality assessment process
and opportunities can be found in Chapter 4, sections 1.4.1 implemented by the entity, and assessed its compliance with
“Description of the processes to identify and assess material the criteria defined by ESRS 1.
impacts, risks and opportunities” and 1.4.2 “Disclosure
Requirements in ESRS covered by the undertaking’s In particular, we assessed the way in which the entity has
sustainability statement” of the Group’s management report. established and applied the materiality criteria defined by
ESRS 1, including those relating to the setting of thresholds, in
We reviewed the entity’s process for identifying actual order to determine the material information disclosed:
and potential impacts (positive and negative), risks and
opportunities (“IROs”) in relation to the sustainability issues set • in respect of indicators relating to material IROs identified in
out in paragraph AR 16 of ESRS 1 “Application requirements” accordance with the relevant topical ESRS;
and, where applicable, those specific to the entity, as presented • in respect of information that is specific to the entity.
in section 1.3.3.5 “Company-specific matters” of the Group’s
management report.
In particular, we assessed the approach taken by the entity
to determine its impacts and dependencies, which may be
a source of risks or opportunities, including any stakeholder
engagement undertaken.
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Compliance of the Information provided
sustainability information in application of the
included in Chapter 4 of the environmental standard
management report with ESRS E1
the requirements of Article The information disclosed with regard to climate change
L.233-28-4 of the French (ESRS E1) is set out in Chapter 4, section 2.1 “Climate change”
of the Group’s management report.
Commercial Code, including Our audit procedures mainly consisted in:
with the ESRS ■ on the basis of interviews with management and people
concerned, in particular the Operational Excellence Department,
assessing the policies, actions and targets (in terms of sales
Nature of the procedures carried out intensity) in place as implemented by the entity, and whether
these cover the following matters: climate change mitigation,
Our procedures consisted in verifying that, in accordance with
climate change adaptation, energy efficiency, renewable
legal and regulatory requirements, including the ESRS:
energy;
■ the disclosures provided provide an understanding of
■ on the basis of a document review and reconciliation with energy
the general basis for the preparation and governance of
data, assessing renewable electricity purchase agreements in
the sustainability information included in Chapter 4 of the
place as well as volumes covered by these agreements;
management report, including the general basis for determining
the information relating to the value chain and the exemptions ■ on the basis of a document review, assessing the greenhouse
from disclosures used; gas emission reduction/avoidance projects in place supported
by the entity and related to carbon credits.
■ the presentation of this information ensures its readability and
understandability; With regard to the information reported on energy consumption
and the greenhouse gas emissions statement:
■ the scope chosen by Mersen for providing this information is
appropriate; and ■ we obtained an understanding of the reporting and control
procedures implemented by the Group for the data used for
■ on the basis of a selection, based on our analysis of the
Scopes 1 and 2, and on a selection of the data used for Scope
risks of noncompliance of the information provided and the
3, with a view to ensuring the conformity of the information
expectations of users, this information does not contain any
published;
material errors, omissions or inconsistencies, i.e., that are
likely to influence the judgment or decisions of the users of ■ we obtained an understanding of the greenhouse gas emissions
this information. protocol used by the Group to measure its emissions, and
assessed its application;
Conclusion of the procedures ■ with regard to Scopes 1 and 2, we reviewed the application
carried out of energy consumption reporting procedures at a selection of
sites, and we reconciled the underlying data used to measure
Based on the procedures we carried out, we did not identify greenhouse gas emissions with underlying documentation
any material errors, omissions or inconsistencies regarding the using sampling techniques;
compliance of the sustainability information included in Chapter 4
of the management report with the requirements of Article ■ with regard to Scope 3 emissions, we assessed:
L.233-28-4 of the French Commercial Code, including the ESRS. • the justification for the inclusions and exclusions of the
various categories and the transparency of the information
Emphasis of matter provided in this respect,
Without qualifying our conclusion, we draw your attention to the • the information gathering process, in particular for category
information provided in Chapter 4 of the management report and 1 (purchases of goods and services) and category 2 (capital
more specifically in section 1.1.2 “Disclosures in relation to specific goods), and the methodological choices made;
circumstances (BP-2)”, which contains information on sources of ■ we assessed the appropriateness of the emission factors used
uncertainty, methodological limitations related to certain indicators and the calculation of the relevant conversions, as well as
and undisclosed or partially disclosed information, in particular the the calculation assumptions, taking into account the inherent
limits of the scope and calculation of Scope 3 GHG emissions, uncertainty related to the state of scientific or economic
product life and recyclability rates and the definition and scope knowledge and the quality of the external data used;
of indicators relating to payment terms.


Elements that received particular
attention
The elements to which we paid particular attention concerning
the compliance of the information disclosed with the ESRS are
presented below.
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we gained an understanding of the main changes in activities
■
during the year that could have an impact on the greenhouse
Compliance with the
gas emissions statement; reporting requirements
we performed analytical procedures;
■
set out in Article 8
■ we checked the mathematical accuracy of the main calculations
used to establish this information. of Regulation (EU) 2020/852

Nature of the procedures carried out
Information provided Our procedures consisted in verifying the process implemented by
Mersen to determine the eligible and aligned nature of the activities
in application of social of the entities included in the consolidation, in a context where
standards (ESRS S1) the complexity of European regulations concerning pollutants
and the extent of the debates concerning the DNSH pollution
methodology (Appendix C) and all other derogations make it
Disclosures regarding the company’s own workforce (ESRS S1)
challenging for companies to exhaustively identify pollutants and
can be found in Chapter 4, section 3.1 “Own workforce” of the
collect the related data.
Group’s management report.
They also involved verifying the information reported pursuant to
We performed the following procedures on this information:
Article 8 of Regulation (EU) 2020/852, which involves checking:
■ on the basis of interviews conducted with management or
■ compliance with the rules governing the presentation of this
people we deemed appropriate:
information to ensure that it is readable and understandable;
• we gained an understanding of the process for collecting
■ on the basis of a selection, the absence of material errors,
and compiling qualitative and quantitative information for
omissions or inconsistencies in the information provided, i.e.,
publication in the sustainability report,
information likely to influence the judgment or decisions of
• we examined the available underlying documentation, users of this information.
• we carried out procedures to verify the correct consolidation
of this data, Conclusion of the procedures
• we assessed whether the policies, actions and targets as carried out
described and implemented by the entity cover the following Based on the procedures we carried out, we did not identify
matters: human rights, diversity and inclusion, health and any material errors, omissions or inconsistencies in relation to
safety, social protection, and pay; compliance with the requirements of Article 8 of Regulation (EU)
■ we assessed the appropriateness of the disclosures provided 2020/852.
in section 3.1 “Own workforce” of the Social section of the
sustainability information included in the Group’s management Elements that received particular
report, and their overall consistency with our knowledge of
the Group. attention
We established that there were no such elements to address in
We also:
our report.
■ assessed the scope of the information provided;
■ defined and performed analytical procedures adapted to the
information under review;
■ examined the supporting documentation against relevant
information using sampling techniques.
We checked the mathematical accuracy of the calculations used
to establish this information, where applicable.



Neuilly-sur-Seine, March 28, 2025
One of the Statutory Auditors

Grant Thornton
French member of Grant Thornton International

Antoine Zani
Partner
194
195




4
BIS
OTHER SUSTAINABILITY
INFORMATION

1. CSR RATINGS 196

2. PROGRESS ON THE 2022-2027 ROADMAP 197

3. BIODIVERSITY PROTECTION 198

4. WATER CONSUMPTION 199

5. INFORMATION SYSTEMS PROTECTION 200

6. A RESPONSIBLE TAXPAYER 201




The information presented in this section is not material within the meaning
of the CSRD and has not been verified by our sustainability auditor.
Our various stakeholders nevertheless still require such information,
particularly within the scope of ESG questionnaires.
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OTHER SUSTAINABILITY INFORMATION
CSR RATINGS
4
BIS

1. CSR RATINGS
Mersen’s social responsibility performance is regularly assessed ■ For 2024, the Group obtained a “B” rating in the annual
by various rating agencies, using a variety of methods and criteria. assessment of transparency and leadership on climate
These assessments contribute to the identification and analysis issues and a “B-” rating in the assessment of water security
of areas for improvement. conducted by global environmental body CDP. This was an
■ Mersen once again had its non-financial performance assessed improvement on the “C” ratings obtained by the Group in
by EcoVadis in 2024 and maintained its score of 73 from 2023. both assessments in 2023. Mersen was one of more than
In 2022, it achieved a score of 72, and in 2021 67. With this 24,800 companies and organizations assessed globally,
score, the Group confirmed its “Gold” level of recognition, underscoring the Group’s commitment to contributing to the
placing it in the top 5% of companies. transition to a more environmentally friendly economy.




■ In June 2024, Mersen once again received an “AA” rating in
the MSCI rankings, as in the 2023 and 2022.
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OTHER SUSTAINABILITY INFORMATION
PROGRESS ON THE 2022-2027 ROADMAP
4
BIS

2. PROGRESS ON THE 2022-2027 ROADMAP
Priority commitments Ambition 2027 target 2024 achievements

Responsible partner Improve social and environmental • Less than 5% of suppliers Eight suppliers with a CSR rating
practices throughout our value with a CSR score of less than 25 below 25 (1.8%)
chain • Maintain a minimum of 85% 95% (includes substantial
of external purchases with local investments)
suppliers
Limit the environmental Decarbonize and mitigate the • Reduce GHG emissions intensity GHG emissions intensity:
impact of our sites impact of climate change by 35% (Scopes 1 and 2) versus 77 (-36% versus 2022)
2022
• Increase the share of renewable 76%
electricity to 80%
• Increase the share of waste Waste recycling rate:
recycled to 80% 71.2%
• Lower water consumption Water consumption intensity:
intensity by 15% versus 2022 -6% versus 2022
• Draw up a formal water Achieved
conservation plan for all sites for 5% of sites
exposed to water stress
Developing human capital Promote equal opportunity • Increase by four points the 27%
and diversity percentage of women engineers
and managers (29%)
• Reach 27% of senior 26.4%
management positions held
by women
Promote a social responsibility • Increase by 25% the number 193 (+11% versus 2022)
policy for all of employees with disabilities
• Provide social protection 98% of employees covered
with a universal indemnity
in the event of death in service
• Standardize profit-sharing 76% of employees
Develop and consolidate schemes
the health and safety culture • Adopt a minimum amount 91% of employees
within the Group of paid leave in all countries
• Keep LTIR* ≤1.8 and SIR* ≤60
• Increase the number LTIR*: 2.08
of management safety visits SIR*: 70
per employee by 30% MSV* per employee = 0.96
(+15% versus 2022)
Develop a culture Instill ethical behavior • Compulsory ethics training 98% of new hires with a PC
of ethics and compliance every 2 years and initial training
Protect data and systems for new hires
• Compulsory cybersecurity training 80% of targeted employees
(for employees with a PC)
* See glossary at the end of the document.
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OTHER SUSTAINABILITY INFORMATION
BIODIVERSITY PROTECTION
4
BIS

3. BIODIVERSITY PROTECTION
The Group is committed to protecting biological biodiversity so as In 2021, the Group identified its production sites (both former and
to ensure the protection and survival of animal and plant species, current) and their proximity to protected areas in a biodiversity
genetic diversity and natural ecosystems. This commitment is map. As of end-2024, three sites are located within one or more
based on the prevention, management and repair of damage to protected areas, and ten are located within a kilometer of one.
natural systems resulting from the Group’s activities and their All sites have received detailed information on their positions and
emissions and waste. their responsibility with respect to biodiversity. This inventory does
not take into account acquisitions made during the year.
No site reported biodiversity loss in 2024.


Type of
Protected WDPA Category (IUCN Owner/ protected
Country City area Surrounds reference or other) Main usage Lessee area

Germany Husum Adjacent Standortübungsplatz Husum 555517811 Natura 2000 Plant Owner Land
Germany Maulburg Adjacent Dinkelberg und Röttler Wald 555623537 Natura 2000 Plant Lessee Land
Brazil Cabreuva Inside Apa Cabreuva 555576351 V Plant Lessee Land
Canada Vaudreuil-Dorion Adjacent Lac Saint-Louis 555567530 IV Plant Owner Land
(Rivière des Outaouais) Water
Fowl Gathering Area
South Asan-Si Adjacent Chungcheonnamdo Asansi 555637530 IV Plant Owner Land
Korea Eumbongmyeon 2 (activity
discontinued)
Spain San Feliu Adjacent Serra de Collserola 555523642 Natura 2000 Plant Owner Land
De Llobregat
France Bazet & Adjacent Echez water system ZNIEFF type I Plant Owner Fresh water
Lannemezan & lessee
France La Mure Inside Bas-marais du Villaret ZNIEFF type I Plant Owner Fresh water
France La Mure Inside Lacs et zones humides ZNIEFF type I Plant Owner Fresh water
du pays Matheysin
France La Mure Inside Prairie humide de la citadelle ZNIEFF type II Plant Owner Land
France Pagny-sur-Moselle Adjacent Les Pres et Gravieres ZNIEFF type I Plant Owner Land
de Pagny-sur-Moselle
France Pagny-sur-Moselle Adjacent Boisements humides ZNIEFF type I Plant Owner Land
et Gravieres d’Arnaville
France Pagny-sur-Moselle Adjacent Coteaux calcaires ZNIEFF type II Plant Owner Land
du Rupt de Mad
au Pays Messin
France Pagny-sur-Moselle Adjacent Lorraine Natural Park/5 Plant Owner Land
France Saint-Loup- Inside Ancienne tourbière ZNIEFF type I Plant not Owner Fresh water
de-Naud de la Voulzie operated
by Mersen
France Saint-Loup- Inside Rivière du Dragon Natura 2000 Plant Owner Fresh water
de-Naud Not operated
by Mersen
Tunisia M’Ghira Adjacent Sebkhet Sejoumi 903086 Ramsar Plant Lessee Land
USA Louisville Adjacent Beargrass Creek 555602449 V Plant Lessee Land
Greenway at Irish Hill
USA Newburyport Adjacent Ram Island State Wildlife 555655682 VI Lab/R&D Lessee Sea
Sanctuary – Salisbury Former
factory
USA Newburyport Adjacent Carr Island 55551004 V Lab/R&D Lessee Land
Former
factory
WDPA: World Database on Protected Areas.
IUCN: International Union for Conservation of Nature.
199
OTHER SUSTAINABILITY INFORMATION
WATER CONSUMPTION
4
BIS

4. WATER CONSUMPTION
The Group uses water primarily to cool equipment used in heating and discharged into the sewage system in accordance with
processes (firing and impregnation of graphite and graphitization). regulatory requirements. Discharges are subject to rigorous
When the systems do not have a reuse loop, the water is treated inspection to avoid any risk of pollution.


2024-2022
Water consumption savings intensity in cu.m/€m sales 2024 2023 2022 change

Total water consumption 860,462 790,425 764,352 +12.5%
- o/w sourced from water suppliers 817,730 733,800 669,872
- o/w sourced from surface water 1,656 1,649 3,852
- o/w sourced from underground water 41,075 54,976 90,628
- o/w sourced from seawater 0 0 0
- o/w sourced from water produced 0 0 0
Sales (€m) 1,243,6 1,211.0 1,114.8
SAVINGS INTENSITY 647(1) 653 686 -6%
(1) The Columbia site (USA) suffered major water leaks during the reporting year, mainly due to extreme metrological conditions. This exceptional event resulted
in an estimated overconsumption of 56,000 m3. Repair and safety work will be completed in 2025. In order to measure the progress made by all other sites,
the economic intensity has been corrected for this exceptional overconsumption to stand at 647 m3/M€ of sales, a reduction of 6% compared with 2022.


Aware of its responsibility and in accordance with its commitments the gap between natural supply and human demand is determined
made in 2018, the Group updated the water stress map of its by ecoregion. Using baseline water stress as a metric, the
production sites in 2024, drawing on the latest version of the Group rated sites considered to be water-stressed as “High” or
Aqueduct Water Risk Atlas (Aqueduct 4.0) prepared by the World “Extremely high”, regardless of their water use volume.
Resources Institute. The degree of water stress corresponding to


Country Site Level of water stress

China Yantai Extremely High
Mexico Juarez Extremely High
India Bangalore Extremely High
China Harbin Extremely High
China Changxing Extremely High
China Kunshan Extremely High
China Songjiang Extremely High
Tunisia M’Ghira Extremely High
Chile Recoleta Extremely High
South Africa Johannesburg Extremely High
South Africa Cape Town Extremely High
India Pune Extremely High
United States Metamora Extremely High
United States Columbia High
China Xianda High
China Pudong High
Canada Toronto High
Turkey Gebze High
Italy Malonno High
Australia Reservoir High
Canada Mississauga High
Rated according to their water consumption.
200
OTHER SUSTAINABILITY INFORMATION
INFORMATION SYSTEMS PROTECTION
4
BIS

5. INFORMATION SYSTEMS PROTECTION
The Group endeavors to protect its information systems from
attacks intended to damage its systems or to manipulate, block
5.3. Approach
or steal data through simulated cyber attacks and awareness-
A centralized IT infrastructure enables Mersen to strengthen its
building campaigns for all of its employees.
information systems’ security. This involves:
The Risk Department is responsible for overseeing information
■ Centralized management of security solutions and incident
systems security, and specifically (i) ensuring the security of the
handling;
IT systems and protecting data confidentiality, and (ii) ensuring
the security of IT infrastructure and applications to safeguard the ■ Centralized management of computer networks;
continuity of operations. ■ Centralized applications in two certified data centers;
■ Centralized configuration of user and mobile workstations,
including enhanced security;
5.1. Organization – information ■ User access security with multi-factor authentication (MFA),
based on a single directory;
systems governance
■ A ban on BYOD (bring your own device);
An Information Systems Security Manager reports on a dotted-line ■ A security policy covering all information systems, including
basis to the Risk and Compliance Department. Their role is to: manufacturing;
■ verify that the information systems security policy is ■ A 24/7 Security Operation Center (SOC).
implemented properly;
■ lead the information systems’ network of correspondents on
all aspects of security;
■ propose analysis and improvement tools for optimum control
5.4. Audit and risk mapping
of the existing systems; of information systems
■ develop an information systems security culture.
Each employee has a role to play in safeguarding the Group’s IT
The Information Systems Security Manager organizes at least two assets, and Management encourages projects that seek to reduce
meetings per year with the Risk and Compliance Department, the IT risks in correlation with business-specific risks.
Chief Financial Officer and the Group Chief Information Officer to
review the security of the Group’s information systems. The overall policy is underpinned by an audit manual that lists the
main domains to be controlled, as well as technical documents
Since 2016, the Information Systems Security Manager has and best practices that are available on the Group’s intranet.
reported each year to the Audit and Accounts Committee on
the cyber risks facing the Group and the corresponding policy The policy evolves over time in line with changing information
implemented. security threats. It is focused on the implementation of preventive
actions and mechanisms.
Risks are identified and monitored based on a regularly updated
risk map as well as the findings of audits regularly carried out
5.2. References either on site or remotely. The Information Systems Security
Department audited 22 sites in 2024.
Launched in 2013, Mersen’s information systems security policy The SOC is connected to the Group’s incident management tool
is based on industry best practices and standards, particularly to enable monitoring, archiving and a better analysis of alerts.
ISO 27001 and NIST SP 800-171.
The underlying objective of the policy is to protect Mersen’s data
and ensure optimal availability of IT tools and systems, while
adapting the level of protection to be in line with the requirements 5.5. Training
of the Group’s various businesses and minimizing user constraints
to every extent possible. IT staff and advanced users have had access to an e-learning
module since 2016. Information letters are regularly issued in
several languages to keep IT teams and users updated about
potential risks and best practices. Specific training sessions are
also held on a regular basis.
The cybersecurity training module is mandatory for users.
201
OTHER SUSTAINABILITY INFORMATION
A RESPONSIBLE TAXPAYER
4
BIS

6. A RESPONSIBLE TAXPAYER
As an international Group operating worldwide, Mersen is keenly
aware of the important role that tax plays in countries’ economies.
6.2. Mersen’s geographic
The Group is committed to being exemplary when it comes to
locations
tax matters, and takes particular care to comply with all of the
At December 31, 2024, no Mersen Group companies were located
applicable national and international tax laws and regulations.
in a state or territory considered to be non-cooperative by France
Mersen has always sought to build and maintain good relations or the European Union.
with the tax authorities and ensures that its business is conducted
in a spirit of mutual trust and transparency.
The Group’s overall tax policy is designed to be responsible
and effective, in line with Mersen’s business and strategy, while 6.3. Country-by-country reporting
ensuring legal certainty and safeguarding the Group’s reputation.
It also helps preserve the value generated for the Group and its
(CbCR)
shareholders.
In accordance with the applicable laws and regulations, Mersen
In particular, Mersen does not engage in transactions that are reports to the French tax authorities on a country-by-country basis.
purely tax driven or which are artificially structured. It may,
However, it does not publicly disclose this information for reasons
however, benefit from tax incentives in some countries that
of confidentiality with respect to its main competitors as the CbCR
are available to all companies and are therefore not specific to
contains sensitive industrial and commercial information that could
Mersen.
be used by competitors.
To the best of Mersen’s knowledge, at December 31, 2024 none
of the Group competitors mentioned in the Universal Registration
6.1. Organization and governance Document had publicly disclosed its CbCR.

The Group’s Finance Department is responsible for coordinating
and managing Mersen’s tax situation. In this role, the Finance
Department makes sure that the most relevant tax options are 6.4. Variable compensation related
chosen in full compliance with the applicable laws and regulations. to tax performance
It also ensures that all taxes and provisions for tax risks are
properly accounted for in the consolidated financial statements. None of the performance objectives of the operations or finance
The Finance Department reports to the Audit and Accounts staff of the Group’s sites or businesses relate specifically to
Committee on the Group’s tax situation and its main tax risks at reducing the amount of tax paid or recorded in the accounts.
least once a year. The objective based on operating margin before non-recurring
items – which applies to everyone who receives variable
The Finance Department draws on the expertise of the Group
compensation – is set on a pre-tax basis. By contrast, Group
Tax Department. The Group’s Tax Director reports directly to the
cash level targets take into account the amount of taxes paid.
Group’s Chief Legal Officer and on a dotted-line basis to the Chief
Financial Officer. The Group Chief Financial Officer and certain managers from the
Group Finance Department may have performance objectives
He is responsible for applying the Group’s tax policy, especially
related to the Group’s tax rate, in line with the budget, or changes
for cross-border transactions, and for advising the Group’s
in tax losses in certain countries. Some finance managers are
various companies on tax matters. He also provides specialist
given objectives for improving their performance in terms of tax
tax advice for all acquisition and divestment projects and on any
monitoring or managing tax risks or related to the documentation
other industrial operations. The Tax Director can be assisted by
process for transfer pricing.
external consultants and advisors where required.
202
OTHER SUSTAINABILITY INFORMATION
A RESPONSIBLE TAXPAYER
4
BIS
The Group’s effective tax rate (ETR) for the past three years 6.6. Tax risks and audits
2024 2023 2022 The Finance Department endeavors to eliminate risks resulting
from uncertainties or complexities in interpreting tax laws and
Group ETR 26% 23% 24%
regulations, with the assistance of external consultants or
advisers where necessary. Mersen places particular importance
The Group’s ETR primarily reflects the tax rates applicable in the on rigorously complying with both the letter of the law and the
countries where the Group conducts business. objectives sought by the legislators.
In 2024, this rate took into account non-recurring expenses linked However, given the scale of its operations and the volume of its
to the adaptation plans which will not give rise to tax savings in tax obligations, the Group’s tax positions may be contested by
some jurisdictions. the tax authorities due to differences of interpretation. In such
cases, the Finance Department is responsible for defending the
Group’s interests.
The Group carries out tax due diligences whenever it acquires a
6.5. Cross-border transactions company but may nevertheless be exposed to unidentified risks.

Mersen takes care to ensure that its intra-group transactions Mersen is subject to tax audits, which may be carried out in any
comply with the arm’s length principle set out in the OECD’s of its host countries.
Transfer Pricing Guidelines and in the bilateral tax agreements The main tax disputes are managed by the Group Tax Department,
signed by the countries where the Group operates. One of the in conjunction with external consultants or advisers when
roles of Mersen’s Tax Department is to ensure that this principle necessary. The Group’s principal tax risks are presented on a
is properly applied. regular basis to the Audit and Accounts Committee.
Transfer pricing documentation is prepared for cross-border
transactions and provided to the local tax authorities whenever
required.
203




5 INFORMATION ABOUT THE COMPANY,
THE SHARE CAPITAL AND SHARE OWNERSHIP


1. GENERAL INFORMATION ABOUT THE COMPANY 204

2. GENERAL INFORMATION ABOUT THE SHARE CAPITAL 206

3. SHARE REPURCHASE PROGRAM 210

4. SHARE OWNERSHIP 213

5. DIVIDENDS 216

6. MERSEN AND THE STOCK MARKET 217
204
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE COMPANY
5
1. GENERAL INFORMATION ABOUT THE COMPANY
1.1. Corporate name Within the scope of the corporate purpose defined above, the
Company may carry out all operations related to:
and legal form ■ raw materials, prepared materials, components and elements,
spare parts and semi-finished products, finished products and
MERSEN
equipment, combinations of equipment, assemblies of all kinds
Limited liability company (société anonyme) with a Board of and sizes combining equipment;
Directors, governed by French law.
■ all work;
■ all techniques.
The Company may also indirectly carry out operations related
1.2. Registered office to its technical, industrial and commercial activities. To this end,
it may form any companies and groups of companies, acquire
Tour Trinity holdings in any companies and partnerships, contribute assets
1 bis place de la Défense to the capital and subscribe to the shares of any company, and
92400 Courbevoie, France purchase or sell any shares, partnership shares or corporate
Tel: +33 (0)1 46 94 54 00 rights.
Website: www.mersen.com/en
In general, the Company may carry out any industrial, commercial,
Information on the Company’s website does not form part of this financial, security or real estate operations related directly or
Universal Registration Document unless it is incorporated by indirectly to these activities.
reference.
It may also acquire any interest, in any form whatsoever, in any
French or foreign companies or organizations.


1.3. Date of incorporation and
term of existence (Article 5 1.5. Registration
of the Articles of Association) RCS NANTERRE B 572 060 333 – APE CODE: 70-10Z.
The Company was first incorporated on January 1, 1937 and Legal Entity Identifier (LEI): OQXDLNM5DTBULYMF5U27.
shall terminate on December 31, 2114, unless it is extended or
dissolved in advance by decision of an Extraordinary General
Meeting.
1.6. Access to the Company’s
corporate documents
1.4. Corporate purpose (Article 3 Corporate documents, particularly the Articles of Association,
of the Articles of Association) financial statements and reports to General Meetings by the Board
of Directors and the Statutory Auditors, may be consulted at the
The purpose of the Company in France and in all other countries is registered office, under the conditions and during the periods
to carry out all operations concerning the research, manufacture, prescribed by law, by contacting:
processing, use and sale of: Thomas Baumgartner
■ carbon-based products, articles or equipment, whether or not Chief Financial Officer of Mersen
they are combined with other materials; Tour Trinity
■ metal powders, articles made from these powders, special 1 bis place de la Défense
alloys and articles made from these alloys; 92400 Courbevoie, France
■ electro-mechanical and electronic products; All shareholder documents are also available on the “Investors”
page of the Company’s website.
■ all industrial products, namely metallurgical, mechanical, plastic
and elastomer products;
■ all other products, articles or equipment that may be related
to the above products:
• by using the latter to make the former,
• by developing research activities, or
• through manufacturing processes, industrial applications or
distribution networks.
205
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE COMPANY
5
1.7. Fiscal year (Article 26 1.9. Shareholders’ meetings
of the Articles of Association) (Article 25 of the Articles
The Company’s fiscal year commences on January 1 and ends
of Association)
on December 31.
Shareholder meetings shall be convened subject to the conditions
provided for by law and shall deliberate in accordance with quorum
and majority voting requirements determined by law.
1.8. Disclosure thresholds The meetings may be held at the Company’s headquarters or
at another location indicated in the notice calling the meeting.
(Article 11 ter of the Articles
The owners of registered shares have the right to attend the
of Association) General Meeting or to be represented by proxy or to vote by post,
regardless of the number of shares they hold, provided that their
The Company’s Articles of Association stipulate that any shares are fully paid up and registered in an account in their name
person, acting alone or in concert, who acquires, in any manner by 12:00 am, Paris time, two days before the date of the meeting,
whatsoever within the meaning of Article L.233-7 et seq. of the or in a registered share account held by the Company, or in the
French Commercial Code (Code de commerce), either directly or bearer securities account held by an authorized intermediary.
indirectly through companies that they control within the meaning Shareholders may also, by decision of the Board of Directors at
of Article L.233-3 of the French Commercial Code, a stake of 1% the time of convening the General Meeting, participate and vote
or more in the share capital or voting rights is required, within five at General Meetings by video conference or by any means of
days of the transaction and irrespective of their delivery, to disclose telecommunication that enables them to be correctly identified,
to the Company, by recorded delivery letter with acknowledgment in accordance with the law.
of receipt, the total number of shares or securities giving access
Meetings shall be chaired by the Chairman of the Board of
to the share capital or voting rights that they hold. Should their
Directors or, in his or her absence, by the Vice-Chairman of the
stake drop below the 1% threshold, it must be disclosed in the
Board of Directors and, if this is not possible, by a member of
same manner and within the same deadline. This obligation shall
the Board of Directors specially delegated for the purpose by the
apply whenever the share capital or voting rights held increases
Board of Directors. Failing this, the Meeting shall elect its own
or falls by at least 1%.
Chairman.
If a disclosure does not meet the terms and conditions above, the
Minutes of the meetings shall be taken and copies thereof shall
shares in excess of the threshold that should have been disclosed
be certified by the Chairman of the Board of Directors, the Vice-
shall be stripped of voting rights at any General Meeting held in the
Chairman of the Board of Directors, the secretary of the Board
two years following the date on which proper notification is made,
of Directors or by a signing officer authorized for the purpose.
at the request, during the Meeting, of one or more shareholders
holding at least 1% of the share capital or voting rights.
In addition to the above disclosure obligation, any crossing
of share ownership thresholds, as provided by law, must be 1.10. Provisions that would delay,
disclosed.
defer or prevent a change
in control
There are no provisions in the Articles of Association that would
delay, defer or prevent a change in control of the Company.
206
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE SHARE CAPITAL
5
2. GENERAL INFORMATION ABOUT THE SHARE CAPITAL
2.1. Conditions in the Articles 2.3. Valid authorizations
of Association governing and delegations
changes in the share capital The table below summarizes valid financial authorizations and
and shareholder rights delegations granted to the Board of Directors by the General
Meeting (in particular pursuant to Articles L.225-129-1 and
None. Changes in the share capital and the respective rights of L.225-129-2 of the French Commercial Code), and sets out the
the various categories of shares are made in accordance with the use of each one during the year.
provisions laid down in law.




2.2. Structure and amount
of share capital
The Company’s share capital is made up of ordinary shares. Each
share has a nominal value of €2.
At December 31, 2024, the share capital amounted to €48,836,624,
divided into 24,418,312 ordinary shares.
Ordinary shares are freely negotiable (Article 13 of the Articles
of Association). The rights attached to these shares are defined
in Article 15 of the Articles of Association:
1. The rights and obligations attached to each share are those
defined under the law, the regulations and the Articles of
Association, notably as regards the right to participate in
General Meetings and vote on resolutions, communication
rights, and subscription and allocation rights in the event of
a capital increase.
2. Each share gives the right, through the ownership of assets in
the Company, to a share in its profits and liquidation bonuses,
in proportion to the number of shares in existence, after
consideration of any capital that is depreciated, not depreciated
or fully paid up, and the nominal amount of the shares as
applicable.
Each share gives the right, during the life of the Company or
during its liquidation, to an equal nominal value and, excluding
any provisions linked to the date of entitlement to dividends, to
payment of the same net sum in the event of an allocation or
repayment. Similarly, no distinctions are made between shares
for any tax exemptions or reductions, or for any taxation owed by
the Company as a result of said allocation or repayment.
207
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE SHARE CAPITAL
5
Summary of valid financial delegations and authorizations and their use

Date of the Duration of
Type of delegation/ General authorization/
authorization Meeting delegation Initial limit Use in FY 2024

Delegation to increase the share capital 5/16/2024 26 months Maximum nominal value None
by capitalizing reserves, income Seventeenth of capital increases:
and/or additional paid-in capital(1) resolution €50 million
Delegation to increase the share capital 5/16/2024 26 months Maximum nominal value None
with preferential subscription rights Eighteenth of capital increases:
for existing shareholders(1) resolution €22 million(2)
Maximum nominal value
of debt securities:
€300 million(5)
Delegation to increase the share capital 5/16/2024 26 months Maximum nominal value None
without preferential subscription rights Nineteenth of capital increases:
but with a priority subscription period resolution €9.5 million(3)
for existing shareholders(1) Maximum nominal value
of debt securities:
€300 million(5)
Maximum discount of 10%
Delegation to increase the share capital 5/16/2024 26 months Maximum nominal value None
without preferential subscription rights Twentieth of capital increases:
for existing shareholders by way of a public resolution €4.8 million(4)
offer in the context of a public exchange offer(1) Maximum nominal value
of debt securities:
€300 million(5)
Delegation to increase the share capital 5/16/2024 26 months Maximum nominal value None
without preferential subscription rights Twenty-first of capital increases:
for existing shareholders by way of a private resolution €4.8 million(4)
placement(1) Maximum nominal value
of debt securities:
€300 million(5)
Maximum discount of 10%
Delegation to increase the share capital 5/16/2024 26 months Limited to 10% None
in return for contributions in kind(1) Twenty-third of the share capital(4)
resolution
Delegation to increase the share capital 5/16/2024 18 months €500,000(4)(8) None
for employees of Mersen group companies Twenty-fourth
outside France who are not members resolution
of a company savings plan(1)
Delegation to increase the share capital 5/16/2024 26 months €500,000(4)(8) None
for employees who are members Twenty-fifth
of a company savings plan(1) resolution
Authorization to grant free shares 5/16/2024 38 months 128,340 shares Grant of
to certain employees(1) Twenty-seventh 122,250 shares(6)
resolution
Authorization to grant free shares to senior 5/16/2024 38 months 120,540 shares Grant of
executives and corporate officers(1) Twenty-eighth 120,221 shares(6)
resolution
Authorization to grant free shares to certain 5/16/2024 38 months 16,800 shares Grant of
employees (high-potential managers Twenty-ninth 14,220 shares(7)
or managers with strategic expertise)(1) resolution
(1) This resolution may not be used during public offers.
(2) This amount is deducted from the overall ceiling of €22 million set by the General Meeting of May 16, 2024 for share issues (twenty-sixth resolution).
(3) This amount is deducted from the overall ceiling of €22 million and the sub-ceiling of €9.5 million set by the General Meeting of May 16, 2024 (twenty-sixth resolution).
(4) This amount is deducted from the overall ceiling of €22 million and the sub-ceilings of €9.5 million and €4.8 million set by the General Meeting of May 16, 2024 (twenty-
sixth resolution).
(5) This amount is deducted from the overall ceiling of €300 million set by the General Meeting of May 16, 2024 for issues of debt securities (twenty-sixth resolution).
(6) Three-year vesting period, subject to continued presence and performance conditions.
(7) Three-year vesting period, subject to continued presence conditions.
(8) The twenty-fourth and twenty-fifth resolutions share the same ceiling.

The twenty-second resolution of the General Meeting of May 16, 2024 allows the Board of Directors, in the event of oversubscription,
to decide to increase the number of securities to be issued when increasing the capital, while keeping within the authorized ceilings.
208
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE SHARE CAPITAL
5
2.4. Changes in the share capital

Share Issue Total number
capital after premium of shares after
Date Type of transaction transaction (in €) the transaction
1/23/2019 Issue of 129,905 new shares through the exercise 41,536,236 2,075,670 20,768,118
of subscription options in 2018
5/18/2019 Issue of 10,600 ordinary shares and issue of 1,172 category D 41,559,780 N/A 20,779,890
shares, each with a nominal value of €2
1/29/2020 Issue of 78,654 new shares, each with a nominal value of €2, 41,717,088 1,348,433 20,858,544
through the exercise of subscription options in 2019
1/29/2020 Cancellation of 317 category B shares 41,716,454 N/A 20,858,227
5/17/2020 Issue of 737 category E shares 41,717,928 N/A 20,858,964
6/10/2020 Conversion of 1,172 category C shares into category A shares 41,717,928 N/A 20,858,964
11/27/2020
8/2020 Issue of 5,100 new shares through the exercise 41,728,128 105,519 20,864,064
of subscription options
5/20/2021 Issue of 55,831 new shares through the exercise 41,839,790 1,155,143.39 20,919,895
of subscription options
5/20/2021 Cancellation of 109,894 treasury shares 41,620,002 N/A 20,810,001
9/1/2021 Issue of 11,206 new shares to cover conversion requests 41,642,414 N/A 20,821,207
for category D shares
5/17/2022 Issue of 16,752 category A shares 41,675,918 N/A 20,837,959
5/17/2022 Issue of 203 category E shares 41,676,324 N/A 20,838,162
5/19/2022 Issue of 6,742 new shares to cover conversion requests 41,689,808 N/A 20,844,904
for category E shares
9/17/2022 Conversion of 940 category E shares into category A shares 41,689,808 N/A 20,844,904
5/10/2023 Issue of 3,573,408 new shares (capital increase) 48,836,624 92,908,608 24,418,312
209
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
GENERAL INFORMATION ABOUT THE SHARE CAPITAL
5
2.5. Securities conferring rights 2.6. Voting rights
to the share capital To account for the entry into force of Act No. 2014-384 of March 29,
2014, the Company submitted a resolution to the May 19, 2015
■ Free performance shares (executives program)
Extraordinary General Meeting to eliminate double voting rights
The total number of shares that may vest under the 2022 so that shareholders could discuss and decide on this issue. The
executives plan is 88,200, of which 56,535 for members of the resolution was rejected. Double voting rights are now attached
Executive Committee (including 13,230 for the Chief Executive to all shares that fulfill both of the following conditions: (i) have
Officer)(1). been held in registered form for at least two years and (ii) are
The total number of shares that may vest under the 2023 fully paid up, in accordance with Article L.22-10-46 of the French
executives plan is 86,100, of which 69,300 for members of the Commercial Code.
Executive Committee (including 12,600 for the Chief Executive The theoretical number of voting rights stood at 27,076,887 at
Officer). December 31, 2024.
The total number of shares that may vest under the 2024 Taking into account double voting rights as well as treasury
executives plan is 120,540, of which 96,701 for members of the shares, which do not have voting rights (see section 3.3 below),
Executive Committee (including 17,321 for the Chief Executive the theoretical number of voting rights stood at 27,010,172 at
Officer). December 31, 2024.
■ Free shares (managers and high potentials program)
The total number of shares that may vest under the 2022 plans
is 116,698(1). 2.7. Voting right certificates
The total number of shares that may vest under the 2023 plans
is 110,450. None.
The total number of shares that may vest under the 2024 plans
is 145,140.
■ Summary 2.8. Investment certificates
At December 31, 2024, the total number of free shares that could
potentially vest corresponded to 667,128 new shares, each with None.
a par value of €2, representing 2.7% of the Company’s capital
at that date.
There are no other instruments or securities conferring rights to
the Company’s share capital. 2.9. Shares pledged
None.




2.10. Shareholders’ agreement
The Company is not aware of any shareholders’ agreements
or other agreements concerning its share capital whose
implementation could lead to a change in control of the Company
at a later date.




(1) Following the May 2023 capital increase, the number of shares was increased by around 5%.
210
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE REPURCHASE PROGRAM
5
3. SHARE REPURCHASE PROGRAM
3.1. Program authorized This authorization replaced the authorization granted by the
General Meeting of May 16, 2023.
by the General Meeting These share purchases, allocations or sales may be entered
of May 16, 2024 into and paid for by any means, including as part of a liquidity
agreement entered into by the Company with an investment
At the Combined General Meeting of May 16, 2024, the Company services provider.
was authorized to trade in its own shares on the stock exchange
in accordance with Articles L.22-10-62 and L.225-210 et seq. of
the French Commercial Code in order to:
■ perform secondary market-making or improve the liquidity of
3.2. Liquidity agreement
the Mersen share by engaging an investment services provider
under a liquidity agreement that complies with practices In March 2005, the Company signed a liquidity agreement with
approved by French law. For the purposes of the program, Exane BNP Paribas in compliance with the charter of ethics drawn
the number of shares taken into account to calculate the up by the French Association of Financial and Investment Firms
abovementioned limit corresponds to the number of shares (Association française des marchés financiers – AMAFI). This
acquired, less the number of shares re-sold; liquidity agreement was renewed each year by tacit approval. The
Company signed a new agreement with Exane on January 23,
■ hold the acquired shares in treasury and subsequently remit 2019, which was updated on January 1, 2022, in order to comply
them as part of an exchange offer or in consideration for any with the new AMAFI recommendations.
acquisitions;
The funds and shares made available pursuant to this agreement
■ cover stock option and/or free share plans (or similar plans) and credited to the liquidity account on February 25, 2005
allocated to Group employees and/or corporate officers, share comprised €2,200,000 and no shares.
allocations under company or group savings plans (or similar
plans) or company profit-sharing plans and/or any other forms In January 2023, the resources (cash and financial instruments)
of share allocations to Group employees and/or corporate allocated to the implementation of the agreement were reviewed.
officers; Based on market data at December 31, 2022, the cash resources
have been adjusted to ensure they remain proportional and
■ cover securities conferring rights to the allocation of shares adapted to the aims of the agreement, in accordance with Article 4,
in the Company, in accordance with applicable regulations; paragraph 6 of Decision no. 2021-01 of June 22, 2021 issued by
■ cancel the acquired shares, in accordance with the authorization the French Financial Markets Authority (Autorité des marchés
granted or to be granted by the Extraordinary General Meeting. financiers – AMF). Consequently, €700,000 were withdrawn on
January 31, 2023.
The maximum purchase price has been set at €65 per
share. This price is set subject to adjustments related to any On October 23, 2023, Exane, BNP Paribas Arbitrage and Mersen
transactions affecting the Company’s share capital. Based on entered into an agreement setting out the transfer to BNP Paribas
the aforementioned maximum purchase price and the number of Arbitrage of all Exane’s rights and obligations under the liquidity
shares making up the share capital at the date of the authorization, agreement.
the aggregate maximum amount of the purchases may not exceed At December 31, 2024, the following funds and shares appeared
€158,719,015. in the liquidity account (close-out day):
■ 51,647 shares
■ €358,400



3.3. Trading in its own shares by the Company in 2024
In 2024, the Company only purchased shares under the liquidity agreement.

Number of treasury shares held by the Company at December 31, 2023 228,754
Number of shares allocated to the performance-based free share plan -178,216
Number of shares purchased under the liquidity agreement 191,609
Number of shares sold under the liquidity agreement -175,432
Number of treasury shares held by the Company at December 31, 2024 66,715

The Company did not use any derivatives.
211
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE REPURCHASE PROGRAM
5
Breakdown by objective of treasury shares held at December 31, 2024
Number of treasury shares
and percentage of share capital

Allocation or transfer of shares to employees and/or corporate officers under company savings plans 15,268
and the allocation of shares, specifically the allocation of free shares or stock purchase options 0.0%
Allocation of shares in connection with the conversion or exchange of securities 0
(including debt securities) conferring rights to the Company’s share capital 0%
Purchase for holding purposes and subsequent remittal as part of an exchange offer 0
or in consideration for any acquisitions 0%
Cancellation of shares through a reduction in the share capital in accordance 0%
with the French Commercial Code
Market-making via a liquidity agreement 51,447
0.2%

The carrying amount of the treasury shares is €1,509 thousand (par value of shares: €2).




3.4. Description of the share repurchase program submitted
for shareholders’ approval at the Combined General Meeting
of May 16, 2025

Prepared in accordance with Articles 241-1 et seq. of the General 3.4.2. Objectives of the program
Regulation of the French Financial Markets Authority (Autorité des
Shares may be acquired in order to:
marchés financiers – AMF) and Articles L.22-10-62 et seq. and
L.225-210 et seq. of the French Commercial Code, this description ■ perform secondary market-making or improve the liquidity of
is intended to present the objectives and terms and conditions of the Mersen share by engaging an investment services provider
the renewal of the share repurchase program. under a liquidity agreement that complies with practices
approved by French law. For the purposes of the program,
the number of shares taken into account to calculate the
3.4.1. Summary of the principal abovementioned limit corresponds to the number of shares
characteristics of the operation acquired, less the number of shares re-sold;
■ Mersen’s ordinary shares, admitted for trading on Euronext ■ hold the acquired shares in treasury and subsequently remit
Paris, Compartment B (ISIN code: FR0000039620). them as part of an exchange offer or in consideration for any
■ Maximum percentage of the share capital authorized for mergers, demergers, asset contributions or acquisitions;
repurchase by shareholders at the General Meeting: 10%. ■ cover stock option and/or free share plans (or similar plans)
■ Maximum acquisition price per share: €50. allocated to employees and/or corporate officers of the Group,
including intercompany partnerships and related companies, as
■ Duration of the program: the authorization is valid for
well as any share allocations under company or group savings
18 months as of the General Meeting of May 16, 2025, i.e.,
plans (or similar plans) or company profit-sharing plans and/
until November 15, 2026.
or any other forms of share allocations to employees and/
or corporate officers of the Group, including intercompany
partnerships and related companies;
■ cover securities conferring rights to the allocation of shares
in the Company, in accordance with applicable regulations;
■ cancel the acquired shares, in accordance with the authorization
granted or to be granted by the Extraordinary General Meeting.
212
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE REPURCHASE PROGRAM
5
3.4.3. Legal framework 3.4.4. Procedures
The share repurchase program is compliant with the provisions
of Articles L.22-10-62 et seq. and L.225-210 et seq. of the 3.4.4.1. Maximum percentage of the share
French Commercial Code. It will be submitted to the approval capital to be acquired and maximum
of the shareholders at the Combined General Meeting of amount payable by Mersen
May 16, 2025, deliberating in accordance with quorum and Mersen will have the option of acquiring up to 10% of ordinary
majority voting requirements for Ordinary General Meetings. shares, i.e., 2,441,831 shares. This limit shall be assessed on the
The corresponding resolution to be proposed by the Board of date on which shares are acquired, in order to take into account
Directors is as follows: any capital increases or reductions that may occur during the term
of the share repurchase program. The number of shares taken
Having considered the Board of Directors’ report, the General into account to calculate the limit corresponds to the number
Meeting authorizes the Board of Directors for a period of 18 of shares acquired, less the number of shares re-sold during
months and in accordance with Articles L.22-10-62 et seq. and the term of the program for liquidity purposes. As the Company
L.225-210 et seq. of the French Commercial Code, to purchase cannot hold more than 10% of its share capital and given that
ordinary shares in the Company on one or more occasions and it already held 66,715 shares (or 0.2% of the share capital) at
at the times that it deems appropriate. The number of ordinary December 31, 2024, the maximum number of shares that it may
shares held by the Company under this authorization may not acquire under the program is 2,375,116 shares (or 9.7% of the
be greater than 10% of the Company’s capital at the date of the share capital), unless it sells or cancels the shares that it already
General Meeting and may be adjusted as necessary to take into holds.
account any capital increases or reductions that may occur during
the term of the program. The Company reserves the right to use the entire authorization.
Accordingly, the maximum amount that Mersen may pay,
This authorization supersedes the authorization granted to the assuming that it acquires shares at the maximum price set by
Board of Directors by the General Meeting of May 16, 2024 in its the General Meeting of €50 per share, would be €118,755,800.
fifteenth ordinary resolution.
In accordance with the law, the amount of the share repurchase
The shares may be purchased by any means, including by way of program may not exceed the Company’s discretionary reserves.
block purchases, at the times that the Board of Directors deems The Company’s discretionary reserves, as stated under liabilities
appropriate. in the most recent annual financial statements prepared and
The Company does not intend to use options or derivatives. audited at December 31, 2024, amounted to €391,295,190.
The Board of Directors may not use this authorization without Mersen undertakes to stay below the direct and indirect ownership
prior authorization from the General Meeting from the date that threshold of 10% of the share capital at all times.
a public offer for the Company’s shares is filed by a third party
until the end of the offer period. 3.4.4.2. Conditions governing repurchases
The maximum purchase price has been set at €50 per share. In These shares may be purchased, allocated or transferred at any
the event of a transaction affecting the Company’s share capital, time (except during a public offer for the Company’s shares) and
such as share splits or reverse splits and free share allocations to paid by any means, on or off the market, including by acquisition or
shareholders, the aforementioned amount will be adjusted in the transfer of blocks of shares, and specifically pursuant to a liquidity
same proportion (a coefficient of the ratio between the number agreement entered into by the Company with an investment
of shares comprising the share capital before the transaction and services provider.
the number of shares after the transaction).
3.4.4.3. Duration of program
The maximum amount of the share repurchase program has been
These share repurchases may take place only after the approval
set at €122,091,560.
of the corresponding resolution to be presented to the Combined
The General Meeting grants full powers to the Board of Directors to General Meeting of May 16, 2025 and for a period of 18 months,
carry out the share repurchase program, determine the conditions i.e., until November 15, 2026.
and procedures thereof, enter into any and all agreements and
carry out all formalities.
213
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE OWNERSHIP
5
4. SHARE OWNERSHIP
4.1. Share ownership thresholds ■ February 2 and 6: Dimensional disclosed that it had fallen below
and then exceeded the threshold of 3% of the voting rights
crossed and held 812,414 shares, i.e., 3.33% of the share capital and
3.0% of the voting rights.
In 2024, shareholders disclosed the following threshold crossings:
HSBC Global AM
Amiral Gestion
■ July 5 and 10: HSBC Global AM disclosed that it had exceeded
■ April 26: Amiral Gestion disclosed that it had fallen below the the thresholds of 1% of the share capital and voting rights
threshold of 5% of the share capital and held 1,214,543 shares, and held 272,608 shares, i.e., 1.11% of the share capital and
i.e., 4.97% of the share capital and 4.48% of the voting rights. 1.0% of the voting rights.
■ May 21: Amiral Gestion disclosed that it had exceeded the ■ October 10 and 15: HSBC Global AM disclosed that it had fallen
threshold of 5% of the share capital and held 1,240,949 shares, below the thresholds of 1% of the share capital and voting rights
i.e., 5.08% of the share capital and 4.58% of the voting rights. and held 224,129 shares, i.e., 0.92% of the share capital and
■ October 17: Amiral Gestion disclosed that it had exceeded the 0.83% of the voting rights.
threshold of 5% of the voting rights and held 1,365,666 shares, Invesco
i.e., 5.59% of the share capital and 5.04% of the voting rights.
■ January 9: Invesco disclosed that it held 696 shares, i.e.,
Amundi 0% of the share capital and voting rights.
■ November 29: Amundi disclosed that it had fallen below the Janus Henderson
threshold of 1% of the voting rights and held 269,753 shares,
■ February 1 and 14: Janus Henderson disclosed that it had
i.e., 0.99% of the voting rights.
exceeded and then fallen below the threshold of 5% of the
BlackRock share capital and held 1,219,306 shares, i.e., 4.99% of the
■ Between January 8 and June 21: BlackRock disclosed that it share capital and 4.5% of the voting rights.
had exceeded and then fallen below the threshold of 2% of the ■ June 19: Janus Henderson disclosed that it had exceeded the
voting rights or share capital several times and ultimately held threshold of 5% of the share capital and held 1,244,235 shares,
559,968 shares, i.e., 2.29% of the share capital and 2.07% of i.e., 5.09% of the share capital and 4.59% of the voting rights.
the voting rights.
■ October 1: Janus Henderson disclosed that it had exceeded the
Candriam threshold of 5% of the voting rights and held 1,430,377 shares,
■ July 9: Candriam disclosed that it had exceeded the threshold i.e., 5.86% of the share capital and 5.06% of the voting rights.
of 1% of the share capital and held 245,682 shares, i.e., La Banque Postale Asset Management
1.01% of the share capital.
■ May 2: La Banque Postale AM declared that it had exceeded
■ November 8: Candriam disclosed that it had fallen below the the threshold of 2% of the share capital and held 2.58% of the
threshold of 1% of the share capital and held 0.9% of the share share capital.
capital.
■ October 11: La Banque Postale AM declared that it had
Covea fallen below the threshold of 2% of the share capital and held
■ November 12: Covea disclosed that it had fallen below the 1.85% of the share capital.
threshold of 1% of the share capital and held 223,838 shares, ■ December 3: La Banque Postale AM declared that it had
i.e., 0.92% of the share capital. fallen below the threshold of 1% of the share capital and held
CDC Croissance 0.99% of the share capital.

■ November 5: CDC Croissance disclosed that it had fallen Sycomore Asset Management
below the threshold of 4% of the voting rights and held ■ April 24: Sycomore AM disclosed that it had fallen below the
1,076,352 shares, i.e., 3.97% of the share capital. This led to threshold of 2% of the share capital and held 488,317 shares,
the CDC Group (CDC Croissance and Bpifrance Participations) i.e., 1.99% of the share capital and 1.80% of the voting rights.
falling below the threshold of 22% of the voting rights.
■ July 3: Sycomore AM disclosed that it had exceeded the
■ November 21: CDC Croissance disclosed that it held threshold of 2% of the share capital and held 504,356 shares,
1,025,356 shares; the CDC Group (CDC Croissance and i.e., 2.07% of the share capital and 1.86% of the voting rights.
Bpifrance Participations) had therefore fallen below the
■ November 17: Sycomore AM disclosed that it had fallen
threshold of 15% of the share capital.
below the threshold of 2% of the share capital and held
Dimensional Fund Advisors 487,894 shares, i.e., 1.99% of the share capital and 1.80% of
■ January 11: Dimensional disclosed that it had exceeded the the voting rights.
threshold of 3% of the voting rights and held 812,628 shares,
i.e., 3.33% of the share capital and 3.0% of the voting rights.
214
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE OWNERSHIP
5
4.2. Changes in share ownership

Dec. 31, 2024 Dec. 31, 2023 Dec. 31, 2022

% of % of % of % of % of % of
the exercisable the exercisable the exercisable
Number share voting Number share voting Number share voting
Shareholders of shares capital rights of shares capital rights of shares capital rights

Free float, o/w
- French institutional investors 9,049,900 37.1% 41.8% 11,310,585 46.3% 50.5% 9,450,543 45.3% 50.3%
- International institutional investors 10,343,400 42.3% 38.3% 9,056,886 37.1% 33.8% 8,290,292 39.8% 35.7%
- Individual shareholders 4,546,371 18.6% 18.4% 3,541,253 14.5% 14.7% 2,588,509 12.4% 12.8%
- Employee shareholders 411,926 1.7% 1.5% 280,834 1.2% 1.0% 283,996 1.4% 1.2%
Treasury shares 66,715 0.3% - 228,754 0.9% - 231,564 1.1% -
TOTAL 24,418,312 100% 100% 24,418,312 100% 100% 20,844,904 100% 100%

The Chief Executive Officer and the members of the Board of Directors own 2,698,761 shares (of which 2,627,244 held by Bpifrance
Participations and 63,252 by the Chief Executive Officer), i.e., a total of 11.05% of the share capital.
To the best of the Company’s knowledge, at the date of publication of this document, the following shareholders hold more than 5% of
the Company’s share capital and voting rights:

Voting rights % of voting rights
Shares % of the share capital exercisable at GM exercisable at GM

Bpifrance Participations 2,627,244 10.8% 4,870,014 18.0%
Janus Henderson 1,458,900 6.0% 1,458,900 5.4%
Amiral Gestion 1,449,000 5.9% 1,449,000 5.4%

To the best of the Company’s knowledge, no other shareholder directly or indirectly, alone or in concert, holds more than 5% of the
share capital or voting rights.
There has been no material change in share ownership or voting rights since December 31, 2024.
No shareholders’ agreement is in place. No public tender or exchange offer, nor any guaranteed share price offer, has been made in
respect of the Company’s shares over the past three years. The Company has not initiated any such offers for other companies over
the same period.
215
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
SHARE OWNERSHIP
5
4.3. Trading in the Company’s shares during the year by senior
managers as defined in Article L.621-18-2 of the French Monetary
and Financial Code (Code monétaire et financier)

Weighted
Transaction Number average price

Olivier Legrain Purchase of shares 623 32.1
Christophe Bommier Vesting of free shares 5,928
Christophe Bommier Sale of shares 2,030 38.9
Sylvie Guiganti Vesting of free shares 1,133
Eric Guajioty Vesting of free shares 5,928
Eric Guajioty Sale of shares 5,928 39.1
Gilles Boisseau Vesting of free shares 5,928
Estelle Legrand Vesting of free shares 5,928
Luc Themelin Vesting of free shares 11,857
Thomas Farkas Vesting of free shares 5,928
Thomas Baumgartner Vesting of free shares 5,928
Delphine Jacquemont Vesting of free shares 661
Thomas Farkas Sale of shares 363 39.9




4.4. Terms of shareholder participation in General Meetings

The terms of shareholder participation in General Meetings are Book entries in bearer share accounts must be justified by a
governed by the applicable regulations. shareholding certificate issued by the authorized intermediary.
The right to participate in General Meetings is therefore subject If shareholders are unable to personally attend the meeting,
to the shares having been registered by book entry in the they may choose an alternative from the following three
shareholder’s name or in the name of the intermediary appointed options: (i) appoint a natural or legal person of their choice as
on his or her behalf at least two working days prior to the General a proxy under the conditions laid out in Articles L.225-106 and
Meeting by 12:00 am, Paris time. The entry must have been made L.22-10-39 of the French Commercial Code; (ii) send a proxy form
either in the registered share accounts held by the Company or to the Company without appointing a specific proxy representative;
in the bearer share accounts held by the authorized intermediary. or (iii) vote by correspondence.
216
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
DIVIDENDS
5
5. DIVIDENDS
Dividend payments are time-barred as prescribed by law, namely In the third resolution of the Combined General Meeting of
five years after their payment. After this time, payments are May 16, 2024, the shareholders approved the payment of a gross
made to the French State. It is specified that there is no dividend cash dividend of €1.25 per ordinary share in respect of 2023.
payment restriction. In the third resolution of the Combined General Meeting to be held
Historically, Mersen’s Board of Directors has chosen to propose on May 16, 2025, the shareholders will be asked to approve the
a dividend payout based on the Group’s net income whereby, payment of a gross cash dividend of €0.90 per ordinary share in
barring specific circumstances, the payout ratio is equal to respect of 2024.
between 30% and 40% of the Group’s net income for the year,
potentially adjusted for non-recurring items.


Dividend per share Share price (in €) Overall yield
No. of shares at year-end based on share price
Year-end at year-end (in €) High Low Last at year-end

2020 20,864,064 0.65 35.30 12.38 24.75 2.8%
2021 20,821,207 1.00 37.25 23.25 36.90 2.7%
2022 20,844,904 1.25 38.75 26.45 37.75 3.3%
2023 24,418,312 1.25 44.55 29.85 35.20 3.6%
2024 24,418,312 0.90 40.25 18.80 20.60 4.4%
217
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
MERSEN AND THE STOCK MARKET
5
6. MERSEN AND THE STOCK MARKET
Mersen endeavors to meet the value creation targets of its shareholders and to promote a broader understanding of the Group by
providing clear, regular and transparent information.




6.1. Share price performance and trading volumes

6.1.1. Share-related data
■ Listing: Euronext Paris.
■ Market: Eurolist Compartment B.
■ Indices: SBF 120, CAC Mid 60, CAC Mid&Small, Tech Croissance.
■ Eligible for SRD (deferred settlement) and PEA (equity savings plans).
■ ISIN code: FR0000039620.


6.1.2. Market data
Price
Number Share capital traded Average daily
of shares on a monthly basis number of High Low Average(a)
traded (in € millions) shares traded* (in €) (in €) (in €)

2023(b)
January 475,858 18.13 21,630 39.72 36.27 37.91
February 621,699 25.49 31,085 43.46 39.15 41.15
March 991,064 38.61 43,090 44.03 35.36 39.72
April 593,375 22.10 32,965 39.72 35.45 37.41
May 522,189 19.34 23,736 39.00 35.25 37.19
June 555,517 22.18 25,251 42.20 35.65 39.70
July 539,897 22.33 25,709 44.55 38.85 40.88
August 374,009 15.53 16,261 44.05 39.85 41.47
September 594,599 22.88 28,314 42.25 35.75 39.02
October 610,312 20.45 27,741 38.15 29.85 34.54
November 676,807 22.18 30,764 34.25 30.45 33.06
December 610,388 20.61 32,126 36.00 31.85 34.08
2024
January 996,887 32.25 45,313 35.50 30.30 32.69
February 632,575 22.66 30,123 37.95 33.65 35.80
March 681,420 24.71 34,071 39.50 34.80 35.87
April 557,453 19.70 26,545 36.80 33.70 35.21
May 645,917 24.87 29,360 40.25 34.55 38.31
June 687,343 24.10 34,367 39.05 31.85 35.28
July 841,751 28.27 36,598 35.70 30.90 33.49
August 497,726 15.29 22,624 32.25 29.10 30.80
September 830,795 23.40 39,562 31.35 26.85 28.12
October 1,795,471 43.61 78,064 29.05 21.10 24.90
November 1,298,681 26.53 61,842 22.30 19.58 20.54
December 1,263,588 25.48 63,179 21.65 18.80 20.27
2025
January 1,382,989 28.47 62,863 22.60 19.14 20.23
February 1,287,782 27.63 64,389 22.75 20.55 21.50
Source: Euronext.
(a) Average closing price.
(b) 2023 data prior to the capital increase have been restated.
* On Euronext only.
218
INFORMATION ABOUT THE COMPANY, THE SHARE CAPITAL AND SHARE OWNERSHIP
MERSEN AND THE STOCK MARKET
5
(Share price in €) February 2025 January 2025 2024 2023

At end of period 21.00 21.85 20.60 35.20
High/Low 22.75/20.55 22.60/19.14 40.25/18.80 44.55/29.85
YoY change -42.9% -2.7%
SBF 120 change -2.3% +13%
Market capitalization at end of period (in € millions) 513 534 503 860
Average monthly number of shares traded* 3,330,369 3,980,776 2,534,491 2,131,322
Average daily number of shares traded* 166,518 180,944 118,390 100,692
* On all trading platforms.



Over the summer, news of possible delays in the launch of
electric vehicles had a negative impact on EV and semiconductor
6.3. Indicative timetable
securities, leading to a fall in Mersen’s share price. More generally, for the Group’s financial
the lack of confidence in mid-caps on the whole also brought the
share price down.
communication
The full-year guidance was reviewed in late October, which in turn
led to a review of financial analysts’ target share prices. Then, Sales
on December 5, the Group held a Capital Market Day where Q4 2024 sales – January 29, 2025
it reassured the markets of the Group’s ability to seize current Q1 2025 sales – April 24, 2025
end-market trends.
Q2 2025 sales – July 31, 2025
Q3 2025 sales – October 23, 2025

6.2. A trust-based relationship Results
with shareholders 2024 annual results – March 13, 2025
2025 half-year results – July 31, 2025
Mersen maintains a trust-based relationship with its shareholders
built on transparency and communicates through various channels Annual General Meeting
to give them a better understanding of the Group, its strategy, Paris – May 16, 2025
businesses and fundamentals.
The Group’s investor relations strategy is predicated on an active
program of information meetings and presentations, including:
■ meetings with institutional investors in Europe and North 6.4. Person responsible
America; for the financial information
■ meetings and themed conferences run for the benefit of financial
analysts and journalists from the economic and financial press; Thomas Baumgartner
Chief Financial Officer
■ information and discussion meetings with individual
shareholders in France and a twice-yearly shareholders’ MERSEN
newsletter. Tour Trinity
1 bis place de la Défense
In addition, the website provides extensive information on products
92400 Courbevoie, France
and markets. All regulatory information and presentations of
results are available in the Investors section.
219




6 CONSOLIDATED
FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME 220

CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME 221

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 222

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 224

CONSOLIDATED STATEMENT OF CASH FLOWS 225

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 226

STATUTORY AUDITORS’ REPORT
ON THE CONSOLIDATED FINANCIAL STATEMENTS 270




NB: comments related to changes in the Group’s operations,
results and debt are presented in the Management Report (Chapter 3)
of this Universal Registration Document.
220
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
6
CONSOLIDATED STATEMENT OF INCOME
In millions of euros Note 2024 2023

Sales 19 1,243.6 1,210.9
Cost of sales (857.8) (825.5)
Total gross income 385.8 385.4
Selling and marketing expenses (89.4) (86.1)
Administrative and research expenses (163.1) (158.5)
Amortization of revalued intangible assets (1.4) (1.2)
Other operating expenses (0.8) (2.4)
OPERATING INCOME BEFORE NON-RECURRING ITEMS 131.1 137.3
Non-recurring expenses (23.5) (8.0)
Non-recurring income 0.0 2.1
NON-RECURRING INCOME AND EXPENSES 18 (23.5) (5.9)
OPERATING INCOME 19/21 107.5 131.4
Financial expenses (24.9) (19.3)
Financial income 0.9 0.0
Net financial expense 22 (24.0) (19.3)
Income before tax 83.5 112.1
Current and deferred income tax 23 (22.0) (26.2)
NET INCOME 61.5 85.9
Attributable to:
- Mersen shareholders 59.0 81.6
- Non-controlling interests 2.5 4.3
NET INCOME FOR THE PERIOD 61.5 85.9
Earnings per share 24
Basic earnings per share (in euros) 2.43 3.50
Diluted earnings per share (in euros) 2.37 3.42
221
CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6
CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME

In millions of euros Note 2024 2023

NET INCOME FOR THE PERIOD 61.5 85.9
Items that will not be subsequently reclassified to income
Financial assets at fair value through “Other comprehensive income” 0.1 0.0
Remeasurements of the net defined benefit liability (asset) 7.4 (1.7)
Tax impact on remeasurements of the net defined benefit liability (asset) (1.6) 0.3
5.8 (1.4)
Items that may subsequently be reclassified to income
Change in translation adjustments 26.5 (25.7)
Change in fair value of hedging instruments (4.3) (0.9)
Tax impact on change in fair value of hedging instruments 0.8 0.1
22.9 (26.5)
INCOME AND EXPENSES RECOGNIZED IN OTHER COMPREHENSIVE INCOME 28.8 (28.0)
TOTAL COMPREHENSIVE INCOME 90.3 57.9
Attributable to:
- Mersen shareholders 86.8 54.9
- Non-controlling interests 3.5 3.0
TOTAL COMPREHENSIVE INCOME 90.3 57.9
222
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
6
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS

In millions of euros Note Dec. 31, 2024 Dec. 31, 2023

NON-CURRENT ASSETS
Intangible assets
Goodwill 6 298.1 257.7
Other intangible assets 8 66.2 50.7
Property, plant and equipment
Land 8 40.0 28.6
Buildings 8 152.8 103.6
Machinery, equipment and other tangible assets 8 327.8 280.5
Property, plant and equipment in progress 8 228.7 149.2
Right-of-use assets 8/16 59.7 50.6
Non-current financial assets
Equity interests 9 2.7 2.6
Other financial assets 3.5 3.7
Non-current tax assets
Deferred tax assets 23 24.8 21.3
Long-term portion of current tax assets 6.7 5.9
TOTAL NON-CURRENT ASSETS 1,211.0 954.5
CURRENT ASSETS
Inventories 10 307.8 299.2
Trade receivables 11 176.7 168.8
Contract assets 11 1.9 3.2
Other operating receivables 27.0 27.5
Short-term portion of current tax assets 4.5 12.0
Current financial assets 15 19.8 27.1
Current derivatives 4 1.4 4.1
Cash and cash equivalents 15 51.3 37.4
Assets held for sale 0.0 1.6
TOTAL CURRENT ASSETS 590.4 581.0
TOTAL ASSETS 1,801.4 1,535.5
223
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
6

EQUITY AND LIABILITIES

In millions of euros Note Dec. 31, 2024 Dec. 31, 2023

EQUITY
Share capital 12 48.8 48.8
Retained earnings and other reserves 732.6 673.5
Net income for the period 59.0 81.6
Cumulative translation adjustments 9.8 (15.8)
EQUITY ATTRIBUTABLE TO MERSEN SHAREHOLDERS 850.2 788.2
Non-controlling interests 32.2 29.5
TOTAL EQUITY 882.4 817.7
NON-CURRENT LIABILITIES
Non-current provisions 13 7.0 7.0
Employee benefit obligations 14 32.4 40.4
Deferred tax liabilities 23 53.8 46.7
Long- and medium-term borrowings 15 349.5 256.2
Non-current lease liabilities 16 48.9 40.1
TOTAL NON-CURRENT LIABILITIES 491.6 390.5
CURRENT LIABILITIES
Trade payables 80.9 83.8
Contract liabilities 13 68.8 64.2
Other operating payables 13 118.9 120.6
Current provisions 13 15.7 6.8
Current lease liabilities 16 15.4 13.8
Short-term portion of current tax liabilities 4.6 4.3
Miscellaneous liabilities 13 21.2 11.7
Current financial liabilities 15 83.3 7.0
Current derivatives 4 9.9 1.4
Bank overdrafts 15 8.7 13.7
TOTAL CURRENT LIABILITIES 427.4 327.3
TOTAL EQUITY AND LIABILITIES 1,801.4 1,535.5
224
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
6
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to Mersen shareholders

Additional
paid-in
capital,
retained Cumulative
earnings translation
Share and other Net inco- adjust- Non-controlling Total
In millions of euros capital reserves me/(loss) ments Total interests equity

AT JANUARY 1, 2023 41.7 543.3 67.7 8.6 661.3 32.7 694.0
Prior-period net income/(loss) 67.7 (67.7) 0.0 0.0
Net income for the period 81.6 81.6 4.3 85.9
Change in fair value of derivative hedging instruments,
net of tax (0.8) (0.8) (0.8)
Financial assets at fair value 0.0 0.0 0.0
Remeasurements of the net defined benefit liability
(asset) after tax (1.5) (1.5) 0.0 (1.5)
Translation adjustments (24.4) (24.4) (1.3) (25.7)
Total other comprehensive income (loss) 0.0 (2.2) 0.0 (24.4) (26.7) (1.3) (28.0)
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD 0.0 (2.2) 81.6 (24.4) 54.9 3.0 57.9
Dividends paid (30.2) (30.2) (6.2) (36.4)
Treasury shares 0.2 0.2 0.2
Capital increases 7.1 89.8 97.0 97.0
Stock options and free shares 4.1 4.1 4.1
Hyperinflation 0.9 0.9 0.9
AT DECEMBER 31, 2023 48.8 673.5 81.6 (15.8) 788.2 29.5 817.7
Prior-period net income/(loss) 81.6 (81.6) 0.0 0.0
Net income for the period 59.0 59.0 2.5 61.5
Change in fair value of derivative hedging instruments,
net of tax (3.5) (3.5) (3.5)
Financial assets at fair value 0.1 0.1 0.1
Remeasurements of the net defined benefit liability
(asset) after tax 5.6 5.6 0.1 5.7
Translation adjustments 25.6 25.6 0.9 26.5
Total other comprehensive income 0.0 2.2 0.0 25.6 27.8 1.0 28.8
COMPREHENSIVE INCOME FOR THE PERIOD 0.0 2.2 59.0 25.6 86.8 3.5 90.3
Dividends paid (30.5) (30.5) (0.5) (30.9)
Treasury shares (0.3) (0.3) (0.3)
Stock options and free shares 5.1 5.1 5.1
Disposal of Mersen Hatan Electrical Carbon (Harbin)
Co. Ltd 0.0 (0.4) (0.4)
Hyperinflation 1.0 1.0 1.0
AT DECEMBER 31, 2024 48.8 732.6 59.0 9.8 850.2 32.2 882.4
225
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
6
CONSOLIDATED STATEMENT OF CASH FLOWS
In millions of euros Note 2024 2023

Operating activities
Income before tax 83.5 112.1
Depreciation and amortization 21 74.5 65.4
Additions to/(reversals of) provisions 6.8 (3.3)
Net financial expense 22 24.0 19.3
Capital gains on asset disposals 21 0.6 1.0
Other 8.5 6.5
Cash generated by operating activities before change in working capital requirement 197.8 201.0
Change in working capital requirement 9.1 3.2
Income tax paid (12.9) (25.0)
NET CASH GENERATED BY OPERATING ACTIVITIES 194.0 179.3
Investing activities
Investments in intangible assets 8 (12.3) (11.0)
Investments in property, plant and equipment 8 (204.3) (176.3)
Changes in scope of consolidation (66.4) 2.1
Disposals of assets and other 3.1 1.6
NET CASH USED IN INVESTING ACTIVITIES (279.9) (183.7)
NET CASH USED IN OPERATING AND INVESTING ACTIVITIES (85.9) (4.4)
Financing activities
Capital increases 12 0.0 95.9
Sales/(purchases) of treasury shares (0.5) 0.2
Dividends paid (30.9) (36.4)
Interest payments (16.6) (13.8)
Repayment of lease liabilities 16 (16.0) (13.7)
Increase in borrowings and debt 15 311.4 416.4
Decrease in borrowings and debt 15 (150.7) (465.6)
NET CASH GENERATED BY/(USED IN) FINANCING ACTIVITIES 96.7 (17.1)
Net increase/(decrease) in cash and cash equivalents 10.7 (21.5)
Cash and cash equivalents at beginning of period 15 37.4 59.2
Impact of currency fluctuations on cash and cash equivalents held 3.2 (0.3)
CASH AND CASH EQUIVALENTS AT END OF PERIOD 15 51.3 37.4
226
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS


Note 1 COMPLIANCE STATEMENT 227

Note 2 SIGNIFICANT EVENTS OF THE YEAR 227

Note 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND METHODS 227

Note 4 FINANCIAL RISK MANAGEMENT 235

Note 5 BUSINESS COMBINATIONS RECOGNIZED DURING THE YEAR 240

Note 6 GOODWILL 241

Note 7 ASSET IMPAIRMENT TESTS 241

Note 8 PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS 242

Note 9 EQUITY INTERESTS 243

Note 10 INVENTORIES 243

Note 11 TRADE RECEIVABLES 244

Note 12 EQUITY 245

Note 13 PROVISIONS, OPERATING PAYABLES, MISCELLANEOUS LIABILITIES AND CONTINGENT LIABILITIES 246

Note 14 EMPLOYEE BENEFITS 248

Note 15 NET DEBT 251

Note 16 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES 254

Note 17 FAIR VALUE OF FINANCIAL INSTRUMENTS 256

Note 18 NON-RECURRING INCOME AND EXPENSES 257

Note 19 SEGMENT REPORTING 258

Note 20 PAYROLL COSTS AND HEADCOUNT 260

Note 21 OPERATING INCOME 260

Note 22 NET FINANCE EXPENSE 261

Note 23 INCOME TAX 261

Note 24 EARNINGS PER SHARE 263

Note 25 DIVIDENDS 263

Note 26 RELATED PARTY DISCLOSURES 263

Note 27 OFF-BALANCE SHEET COMMITMENTS 265

Note 28 SUBSEQUENT EVENTS 265

Note 29 CONSOLIDATION SCOPE AT DECEMBER 31, 2024 266

Note 30 APPROVAL OF THE FINANCIAL STATEMENTS 269

Note 31 FEES PAID TO THE STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS BY THE GROUP 269
227
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 1 Compliance statement

In accordance with Regulation (EC) No. 1606/2002 of July 19, The consolidated financial statements at December 31, 2024
2002, the consolidated financial statements of Mersen and its were prepared by applying the principles for recognizing and
subsidiaries (the “Group”) have been prepared in accordance with valuing transactions set forth in the IFRS standards adopted in
IFRS (International Financial Reporting Standards). the European Union on this date.
Standards and interpretations effective for annual reporting For comparison purposes, the 2024 consolidated financial
periods beginning on or after January 1, 2024 are set out in Note statements include data for 2023, which were prepared using
3. The new standards applied with effect from 2024 are presented the same accounting rules.
in Note 3-X. The standards and interpretations yet to be applied
The accounting principles described in Note 3 et seq. were used
appear in Note 3-Y.
to prepare the comparative information and the 2024 annual
The options chosen by the Group are indicated in the chapters financial statements.
that follow.



Note 2 Significant events of the year

As part of its 2027 growth plan, in March 2024 Mersen successfully In the second half of 2024, Mersen acquired the Graphite
completed a Schuldschein private placement for €100 million with Machining, Inc. (GMI) group, KTK Thermal Technologies and
a maturity of almost six years. The transaction has allowed the Bar-Lo Carbon Products, Inc. Details of these acquisitions are
Group to maintain the average maturity of its financing facilities at provided in Note 5.
more than four years (based on committed authorized facilities),
to preserve a significant number of available lines of credit and
diversify the Group’s sources of funding (see Notes 4 and 15).



Note 3 Summary of significant accounting policies and methods

A - Consolidation scope and methods B - Presentation of the financial statements
The Mersen group’s consolidated financial statements include the The Mersen group presents its financial statements in accordance
financial statements of the parent company as well as those of with the principles contained in IAS 1 – Presentation of Financial
companies controlled by the parent company. The Group’s fiscal Statements.
year-end is the same as the calendar year-end, i.e., December 31.
B1 - Statement of comprehensive income
Income from subsidiaries acquired or sold during the period is
included in the consolidated statement of income since the date In view of customary practice and the nature of its business,
of acquisition or up to the loss of control, respectively. the Group has opted to present the statement of income using
the function of expense method, which consists in classifying
All reciprocal transactions and balances are eliminated. expenses according to their function under cost of sales, the cost
The consolidated financial statements are prepared in euros, of commercial activities, administrative activities and Research
which is the Company’s functional currency. Unless otherwise and Development (R&D).
stated, amounts are expressed in millions of euros and rounded The Group presents comprehensive income in two statements
to the nearest decimal place. Rounding may lead to non-material consisting of a statement of income and a separate statement
differences between the reported totals and the sum of the showing net income and other items of comprehensive income.
rounded amounts.
The Group’s business is not seasonal; both sales and purchases B2 - Consolidated statement of financial position
are spread evenly over the year. Assets and liabilities linked to the operating cycle and those
having a maturity of less than 12 months at the reporting date
are classified as current. Other assets and liabilities are classified
as non-current.
228
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
B3 - Statement of cash flows affiliated or proportionally consolidated company that includes a
The Group prepares the statement of cash flows using the indirect foreign operation abroad, but maintains a significant interest or
method and as stipulated in IAS 7 – Statement of Cash Flows. joint control, the proportional share of the aggregate amount of
the foreign exchange differences is reclassified under income.
The indirect method consists in determining the cash flows
relating to the operational activities, for which net income or loss With the exception of cash that is translated at the closing
is adjusted for the effects of non-cash transactions and items exchange rate, the cash flow statement is translated at the
relating to investment and financing activities. average exchange rate, unless it is not appropriate to do so.
Statement of financial position translation differences are recorded
B4 - Assets held for sale and discontinued operations separately in other comprehensive income under translation
In application of IFRS 5, assets and liabilities that are immediately adjustments and include:
available for sale in their current state, and whose sale is highly
■ the impact of the exchange rate movements on assets and
probable, are presented on the statement of financial position
liabilities;
under assets and liabilities held for sale. Where a group of assets
is held for sale as a single transaction and this group of assets ■ the difference between income calculated at the average
represents a distinct component of the entity (business segment or exchange rate and income calculated at the year-end exchange
principal and distinct geographical region covered by a single and rate.
coordinated disposal plan, or a subsidiary acquired exclusively Goodwill and fair value adjustments resulting from acquisitions of
with a view to resale), we consider the group of assets as a whole, subsidiaries whose functional currency is not the euro are treated
together with the related liabilities. The sale must take place during as assets and liabilities of the subsidiary. They are therefore stated
the year following this presentation of the asset or group of assets. in the functional currency of the subsidiary and translated at the
The non-current assets or group of assets held for sale are stated closing exchange rate.
at the lower of their net carrying amount and the fair value net of
disposal costs. Non-current assets presented in the statement of
financial position as held for sale are no longer depreciated (or
D - Translation of transactions expressed
amortized) once they are presented as such. in a currency other than the functional
currency
For groups of assets that meet the definition of discontinued
operations, their net income is presented separately from the The recognition and measurement of foreign currency transactions
net income of continuing operations and their cash flows are are defined by IAS 21 – Effects of Changes in Foreign Exchange
presented on separate lines in the cash flow statement. Rates.
Foreign currency transactions are translated at the exchange
C - Translation of financial statements rate effective at the time of the transaction. At the end of the
fiscal year, monetary assets and liabilities denominated in foreign
expressed in a currency other than currencies are translated at the closing exchange rate. The
the euro resulting translation adjustments are recognized in the statement
The financial statements of the Group’s foreign subsidiaries are of income under foreign exchange gains and losses.
prepared in their functional currency. The following translation Translation adjustments on foreign currency financial instruments
principles apply to all Group subsidiaries whose currency is not
corresponding to hedges of net investments in foreign subsidiaries
that of a hyperinflationary economy.
are recognized in other comprehensive income under translation
The statements of financial position of companies whose adjustments.
functional currency is not the euro are translated into euros at
the closing exchange rate, with the exception of equity, which is
translated at the historic exchange rate. Statements of income E - Hyperinflation
are translated at the average exchange rate during the period; the The Group applies IAS 29 – Financial Reporting in Hyperinflationary
average exchange rate is the approximate value of the exchange Economies to measure and incorporate in its consolidated
rate on the date of the transaction, in the absence of significant financial statements the accounts of subsidiaries whose functional
fluctuations. currency is that of a hyperinflationary economy:
Foreign exchange adjustments resulting from translation are ■ non-monetary assets and liabilities expressed on a historical
recognized under other items of comprehensive income, and cost basis, as well as components of equity, are restated at the
are presented in the currency translation reserve component of reporting date so that their value reflects changes in inflation
equity. However, if the operation involves a subsidiary that is since the date of their initial recognition;
not wholly owned, a foreign exchange difference proportional to
■ monetary assets and liabilities continue to be recognized
the percentage of the holding is assigned to the non-controlling
at their face value at the reporting date as they are already
interests. Where a foreign operation is sold and control or
expressed in terms of the monetary unit current at that date due
significant influence or joint control is lost, the aggregate amount
to the nature of the underlying assets and liabilities;
of the corresponding foreign exchange differences is reclassified
in income. Where the Group sells part of its equity interest in a ■ gains or losses on the subsidiary’s net monetary position
subsidiary that includes a foreign operation while retaining control, are recognized within financial income and expenses in the
a proportional share of the aggregate amount of the foreign statement of income to reflect the loss in purchasing power
exchange differences is reallocated to non-controlling interests. related to holding monetary assets and liabilities during the
Where the Group sells only a part of its equity interest in an year.
229
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
In accordance with IAS 21, the assets, liabilities, components of • income (cost of debt) in the case of a derivative recognized
equity, income and expenses of subsidiaries whose functional as a fair value hedge (e.g., a swap turning a fixed interest
currency is that of a hyperinflationary economy are translated rate into a variable interest rate). This recognition is offset by
at the closing exchange rate for the period for the purposes of changes in the fair value of the hedged debt.
consolidation in the Group’s financial statements. The comparative
consolidated financial statements are not restated, since the
Group’s financial statements are presented in the currency of a G - Intangible assets
non-hyperinflationary economy (the euro). The applicable standards are IAS 38 – Intangible Assets,
The Group presents the impact of restatements of non-monetary IAS 36 – Impairment of Assets and IFRS 3 – Business
assets and liabilities within consolidated retained earnings and Combinations.
other reserves. In accordance with IAS 38 – Intangible Assets, only items whose
future economic benefits are likely to benefit the Group and whose
cost can be reliably determined are recognized as intangible
F - Hedging assets.
The recognition and measurement of hedging transactions are
The Group’s intangible assets consist primarily of goodwill.
defined by IAS 32 and IFRS 9.
Other intangible assets (software, customer relationships,
F1 - Currency and commodity hedging technology, etc.) with a finite lifespan are recognized at cost
A currency derivative is eligible for hedge accounting provided less accumulated amortization and impairment. Amortization
that the hedging relationship was documented from the outset is recognized as an expense on a straight-line basis over the
and that its effectiveness over its lifetime has been demonstrated. estimated useful life.

Hedging protects against variations in the value of assets, G1 - Goodwill
liabilities or firm commitments; it also guards against variations The Group recognizes business combinations using the acquisition
in the value of cash flows (sales generated by the company’s method when an acquired set of activities and assets meets the
assets, for example). definition of a business and the Group has obtained control of that
Derivatives are stated at fair value. Changes in the fair value of business. In order for an integrated set of activities and assets
these instruments are recognized using the following methods: to be considered by the Group as a business, it has to include,
■ changes in the fair value of instruments eligible for the hedging at a minimum, an input, and a substantive process that together
of future cash flows are recognized in other comprehensive significantly contribute to the ability to produce goods or services.
income for the effective component of the hedge (intrinsic Goodwill arising on business combinations corresponds to the
value); changes in the fair value of these instruments are then fair value of the consideration transferred (including the fair value
recognized in net income and offset changes in the value of of any equity interest previously held in the acquired company)
the hedged assets, liabilities, or firm commitments as and plus the amount recognized for any non-controlling interest in
when they occur. The time value of the hedges is recognized the acquired company, less the net amount recognized (usually
in operating income under other operating expenses; the fair value) for the identifiable assets acquired and liabilities
■ changes in the fair value of instruments not eligible for hedging assumed, with all these items measured at their acquisition-date
future cash flows are recognized directly in income. values. When the difference is negative, the resulting gain is
recognized as a bargain purchase in income.
F2 - Interest rate hedging The Group chooses, transaction by transaction, on the date of
Interest rate derivatives are valued on the statement of financial acquisition, to value any non-controlling interest at either its fair
position at fair value. Changes in fair value are recognized using value or its share in the identifiable net assets of the acquired
the following methods: company recognized.
■ the ineffective component of the derivative instrument is Goodwill is allocated to the Group’s cash-generating units (CGU).
recognized under income as the cost of debt; The Group has defined the following five CGUs:
■ the effective component of the derivative instrument is ■ Power Transfer Technologies;
recognized as: ■ Graphite Specialties;
• other comprehensive income in the case of a derivative ■ Anticorrosion Equipment;
recognized as a cash flow hedge (e.g., a swap to fix a debt
carrying a variable interest rate), ■ Solutions for Power Management;
■ Electrical Protection & Control.
230
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Goodwill is not amortized. It is subject to an impairment test as G4 - Intangible assets acquired in connection
soon as indications of impairment appear, and at least once a with a business combination
year. Indications of impairment reviewed at the reporting date Intangible assets also include the technology, trademarks and
include an increase in the weighted average cost of capital, lower- customer relationships valued at the time of the acquisition of
than-expected performance by the CGU to which the goodwill is companies in application of IFRS 3 – Business Combinations.
allocated, or a revision of the business plan to reflect a downgrade
of future performance projections. Amortization is recognized as an expense on a straight-line basis
over the estimated useful life of the intangible assets, other than
In accordance with IAS 36, the method used by the Group for goodwill, as soon as they are ready to be brought into service.
testing the impairment of assets consists in: The estimated useful lives for the current period and comparable
■ developing cash flows after normative taxes on the basis of period for the acquisitions made were as follows:
the Strategic Plan of the relevant CGU; ■ trademarks whose useful life is finite up to 30 years
■ calculating a value in use using a method comparable to any ■ patents and technology up to 30 years
business valuation by discounting the cash flows at the Group’s
weighted average cost of capital (WACC), without taking ■ customer relationships up to 30 years
synergies or restructuring into account; To determine whether the useful life of an intangible asset is
■ comparing this value in use with the carrying amount of the finite or indefinite, the Group examines the external and internal
assets to determine whether an impairment loss should be factors relating to the asset according to the criteria laid down in
recorded. the standard.

The value in use is determined from discounted projections of
future operating cash flows over five years, and a terminal value. H - Property, plant and equipment
The discount rate used for these calculations is the weighted In accordance with IAS 16 – Property, Plant and Equipment, only
average cost of capital after tax. items whose cost can be reliably determined and whose future
Any impairment losses recognized against goodwill are economic benefits will probably benefit the Group are recognized
irreversible. as property, plant and equipment.
Property, plant and equipment are valued at their historical
G2 - Patents and licenses acquisition cost, less accumulated depreciation and impairments
Patents and licenses are amortized on a straight-line basis over observed, with the exception of land, which was revalued on the
the legal protection period. date of the IFRS transition date.
Computer software is amortized on a straight-line basis over its Borrowing costs directly attributable to the acquisition, construction
useful life. and production of qualifying assets are included in the cost of this
asset.
G3 - Development costs
Depreciation is calculated on the basis of the rate of consumption
In accordance with IAS 38 – Intangible Assets, development costs of the expected economic benefits for each asset item on the basis
are capitalized where it can be demonstrated: of the acquisition cost, where appropriate less a residual value.
■ that the company has the intention and the financial and The various components of property, plant and equipment are
technical capacity to see the development project through to recognized separately if their useful life and therefore their
its term; depreciation period are significantly different.
■ that the future economic benefits that are attributable to Accordingly, the depreciation method used by the Group is the
development spending will benefit the company; straight-line method, depending on the projected useful life of
■ that the cost of this asset can be measured reliably; and the asset.
■ how the intangible asset will generate probable future economic The periods used are:
benefits. ■ constructions: 20 to 50 years;
Development costs that do not meet the above criteria are ■ fixtures and fittings: 10 to 15 years;
expensed as incurred. Development costs (including for IT) that
meet the above criteria are recorded in the statement of financial ■ equipment and tools: 3 to 10 years;
position. They are amortized on a straight-line basis over their ■ vehicles: 3 to 5 years.
useful life. Expenditure incurred subsequent to an intangible asset
These depreciation periods and the residual values are reviewed
being brought into use, in order to enable that asset to generate
and adjusted at the end of each annual period; the changes are
future economic benefits in excess of its originally assessed
applied prospectively.
standard of performance, is also capitalized. Costs incurred
accessing application software hosted on a service provider’s Investment subsidies are recognized at the outset as a deduction
infrastructure are treated as a service contract or an intangible from the gross value of the asset.
asset, depending on the rights conferred.
231
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
I - Leases IAS 36 defines the discount rate to be used as the pre-tax rate
reflecting the current market assessments of the time value of
In accordance with IFRS 16, the Group’s statement of financial
money and the risks specific to the asset. It is the rate of return
position includes right-of-use assets and lease liabilities relating
that investors would require if they were to choose an investment
to leases of assets valued at more than USD 5,000 or leases with
whose amount, maturity and risks were equivalent to those of the
a term of more than one year.
relevant asset or Cash-Generating Unit (CGU).
Right-of-use assets are initially measured at cost and subsequently
amortized on a straight-line basis over the reasonably certain term
of the lease. Where necessary, right-of-use assets are adjusted K - Financial assets and liabilities
for any loss in value. Measurement, recognition and presentation of financial assets
Lease liabilities are initially recognized at the present value of and liabilities are defined in IFRS 9 – Financial Instruments,
the lease payments not yet paid at the commencement date IAS 32 – Financial Instruments: Presentation and IFRS 7 –
of the lease. Subsequent to initial recognition, lease liabilities Financial Instruments: Disclosures.
are remeasured if (i) there is a change in future lease payments Financial assets include equity instruments at fair value through
resulting from a change in an index or a rate, or (ii) there is a other items of comprehensive income, the fair value of hedging
change in the amounts expected to be payable under a residual instruments/derivatives held as assets, guarantee deposits
value guarantee, or (iii) the Group reassesses the probability of it paid, loans and receivables, contract assets and cash and cash
exercising a purchase, renewal or termination option, or (iv) there equivalents at amortized cost.
is a change in an in-substance fixed lease payment.
Current and non-current financial assets measured at amortized
One of the key assumptions is that specific discount rates are set cost are written down in line with the expected loss model set out
for each country, calculated according to that country’s default risk in IFRS 9: impairment of trade receivables is calculated based on
and the credit risk of the lessee entity. historical loss rates, adjusted prospectively for future events that
The Group estimates the reasonably certain term of its leases factor in both individual credit risks and the economic outlook on
based on its past experience. the markets in question.

In the consolidated statement of financial position, the Group Financial liabilities include borrowings, other financing facilities
presents right-of-use assets on a separate line in non-current and bank overdrafts, guarantee deposits received, contract
assets. Current and non-current lease liabilities are presented liabilities and the fair value of hedging instruments/derivatives
on two separate lines of the consolidated statement of financial held as liabilities. Unless they have been hedged at fair value,
position and are not included in net debt. borrowings and other financial liabilities are measured at the
amortized cost calculated using the effective interest rate (EIR).

J - Impairment of property, plant Equity interests
and equipment and intangible assets The equity interests in unconsolidated companies are non-current
(excluding goodwill) financial assets classified as equity investments that are not held
for trading and measured at their fair value.
In accordance with IAS 36 – Impairment of Assets, if events or
changes in the market environment suggest that there is a risk For each investment, at initial recognition, the Group may make
of impairment, the Group’s property, plant and equipment and an irrevocable decision to present subsequent changes in the fair
intangible assets are subject to a detailed review to determine value of the investment in other comprehensive income.
whether their carrying amount is lower than their recoverable The principal activity of the unconsolidated subsidiaries consists
amount, defined as the higher of either their fair value less the in the distribution of products manufactured by the consolidated
cost of disposal and their value in use. companies.
For property, plant and equipment, the main indicators of Subsidiaries that are considered, individually or on an aggregate
impairment reviewed by the Group at year-end are physical basis, to be immaterial, are not included in the consolidation
deterioration or underutilization. For intangible assets other scope.
than goodwill, indications of impairment include higher-than-
expected costs of developing and modifying information systems
or developing new products. The criteria for capitalizing these L - Capital
costs, as defined in IAS 38 (see note 3-G3), are reviewed at Ordinary shares are classified as equity instruments. Incidental
each reporting date. costs directly attributable to the issuance of ordinary shares or
If the recoverable amount of the assets is lower than their carrying share options are recognized as a deduction from equity, net of
amounts, an impairment loss is recognized equivalent to the tax.
difference between these two amounts. Impairment losses relating Treasury shares are recorded at their acquisition cost as a
to property, plant and equipment and intangible assets (excluding reduction in equity. The proceeds of the sale of these securities
goodwill) can be subsequently reversed if the recoverable amount are posted directly to equity and do not contribute to the income
becomes higher than the carrying amount (within the limit of the for the fiscal year.
impairment loss originally recognized).
The recoverable amount of an asset is usually determined on
the basis of its value in use. This corresponds to the value of the
future economic benefits expected from their use and sale. It is
calculated in particular by reference to the future discounted cash
flows determined in line with economic forecasts and provisional
operating conditions used by the Management of the Mersen
group.
232
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
M - Provisions Group’s warehouse, or delivery date if Mersen is responsible for
transporting the products). Revenue is recognized once (i) inherent
In accordance with IAS 37 – Provisions, Contingent Liabilities and
control over performance obligations has been transferred to the
Contingent Assets, provisions are recognized if at the end of the
customer, (ii) the consideration is expected to be recovered, and
year the Group has an obligation to a third party that is likely or
(iii) related costs, the possibility that the goods will be returned and
certain to result in an outflow of resources corresponding to future
the amount of revenue can all be reliably measured. Discounts
economic benefits in favor of this third party.
and rebates are recognized as a deduction from sales when they
This obligation may be legal, regulatory or contractual. It may can be estimated with sufficient reliability based on contractual
also result from the Group’s practices or from public commitments terms and conditions and past experience.
that have created a legitimate expectation in the minds of the
For the Advanced Materials segment, income from service
third parties concerned that the Group will assume certain
agreements and construction contracts is recognized in the
responsibilities.
statement of income based on the contract’s state of progress
The estimate of the amount shown as provisions corresponds at the reporting date. Revenue is recognized as and when the
to the outflow of resources that the Group will probably have performance obligations are satisfied.
to cover in order to fulfill its obligation. If this amount cannot be
Moreover, the Group presents the contract in the statement
reliably estimated, no provision is recognized; an explanation is
of financial position as a contract asset or a contract liability
then added to the notes to the financial statements.
depending on the relationship between the entity’s performance
Contingent liabilities correspond to potential obligations resulting and the customer’s payment:
from past events whose existence will only be confirmed by the
■ contract assets mainly comprise the Group’s accrued
occurrence of uncertain future events that are partly beyond the
entitlements to payments for work completed but not billed at
control of the company, or correspond to present obligations for
the reporting date;
which the outflow of resources is not probable. An explanation is
then added to the notes to the financial statements. ■ contract liabilities mainly comprise prepayments received from
customers.
In the case of restructuring, an obligation is created provided that
the restructuring has been announced, or has commenced and is Income from associated activities is shown in the statement of
described in a detailed plan, before the closing date. income as a deduction from expenses of the same type (selling,
general, administrative and research expenses).
If the Company has a reliable timetable, liabilities are discounted
if the effect of discounting is significant.
P - Employee benefits
N - Inventories Post-employment benefits granted by the Group vary, depending
on each subsidiary’s legal obligations and policy on the matter.
Inventories are initially valued at cost price, which corresponds to
They include defined contribution plans and defined benefit plans.
their acquisition cost or production cost. The production cost takes
into account the normal level of activity of the production tool. In the case of defined contribution plans, the Group’s obligations
Indirect costs taken into account when valuing work in progress are limited to the payment of regular contributions to external
and finished products include only those relating to production. organizations that provide administrative and financial
Interest expenses are not capitalized. management of the plans. The expenses recorded in connection
with these plans correspond to the contributions paid during the
At the year-end, an impairment loss is recognized in the income
reference period.
statement for any inventories whose realizable value is lower than
their cost. Net realizable value is the estimated selling price in the A defined benefit plan is any post-employment benefit plan other
ordinary course of business, less the estimated costs necessary than a defined contribution plan. The Group’s liability under
for the completion and sale of the inventories concerned. The defined benefit plans is evaluated separately for each plan by
calculation of the net realizable value of inventories takes into estimating the amount of future benefits acquired by the staff in
account factors such as their turnover rate and whether they have exchange for services rendered during the current period and
become technically or commercially obsolete. previous periods. When (i) beneficiaries of defined benefit plans
are entitled to benefits when they reach a specified retirement
age provided they still form part of the Group at that retirement
O - Sales age, and (ii) the amount of the retirement benefits to which
Sales include sales of finished products and services relating to the beneficiaries are entitled depends on the length of service
these products, sales of scrap, sales of goods purchased and before the retirement age and is capped at a specified number
invoiced shipping costs. of consecutive years of service, the Group recognizes the related
obligation based only on the years before the retirement age for
They are recognized in accordance with IFRS 15 – Revenue from which the beneficiaries’ service gives rise to benefit entitlements.
Contracts with Customers, i.e., revenue is recognized once control The amount of the defined benefit obligation is recognized in the
over a good or service passes to a customer for the amount statement of financial position at its present value. The fair value of
of consideration to which a seller expects to be entitled once plan assets is then deducted to determine the net liability (asset).
performance obligations have been satisfied. The Group determines the net interest expense (income) on the
Given the nature of the products and the Group’s general terms net liabilities (assets) for the defined benefits for the period, by
and conditions of sale, Group sales are usually recognized applying the discount rate used at the beginning of the fiscal year
once the performance obligation has been satisfied, taking into to evaluate the obligation under the net liabilities (assets).
account the incoterms applied (date the products leave the
233
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
The Group calculates the discount rate with the help of an R - Operating income
independent expert, taking into account market practices.
Operating income is shown before net finance expenses, taxes
The calculations are performed each year by a qualified actuary, and non-controlling interests.
using the projected unit credit method. If calculations of net
Operating subsidies are presented as a deduction from costs to
liabilities result in an asset for the Group, the amount recognized
which the subsidy relates.
in connection with this asset may not exceed the discounted value
of any economic benefit available in the form of a future repayment
by the plan or reductions in future contributions to the plan. All the S - Income tax
minimum funding requirements that apply to the Group’s plans are
taken into account to calculate the current value of the economic Income tax comprises current taxes and deferred taxes. It is
benefits. An economic benefit is available for the Group if it is recognized in profit and loss unless it relates to (i) a business
realizable during the lifetime of the plan, or on the settlement combination or (ii) items recognized directly in equity or other
dates of the plan’s liabilities. comprehensive income.

Remeasurement of net liabilities (assets) relating to the defined S1 - Current taxes
benefits include actuarial differences, the return on the plan assets Current tax includes the estimated amount of tax payable (or
(other than the amounts taken into account in the calculation of receivable) in respect of the taxable profit (or loss) for a given year,
the net interest on the net liabilities (assets)), and the change in adjusted for any tax carryforwards from prior years. Current tax
the impact of the asset ceiling (other than the amounts taken into payable (or receivable) is determined based on a best estimate
account in the calculation of the net interest on the net liabilities of the amount of tax the Group expects to pay (or receive), as
(assets), if any). The Group recognizes them immediately as well as any related uncertainties. It is calculated on the basis of
other items of comprehensive income and all the other expenses the tax rates that have been enacted or substantively enacted
relating to defined benefit plans are recognized on the statement at year-end.
of income as employee benefit obligations. Actuarial gains and
losses on other long-term employee benefits (in particular long- S2 - Deferred taxes
service awards) are recognized in the statement of income.
Accounting restatements or consolidation adjustments may
If the plan benefits change, the impact associated with past cause temporary differences in the statement of financial position
services rendered by personnel is recognized immediately in between the consolidated values and the tax values of the assets
the statement of income at the time of the change. If a plan is and liabilities, giving rise to the calculation of deferred taxes.
reduced, the profit or the loss resulting from the reduction is also
In accordance with IAS 12, the Group presents deferred taxes in
recognized immediately on the statement of income on the date
the consolidated statement of financial position separately from
of the reduction.
other assets and liabilities. Deferred tax assets are recorded on
The Group recognizes the profit or loss resulting from the liquidation the statement of financial position provided that it is more likely
of a defined benefit plan at the time of the liquidation. The profit or than not that they will be recovered in subsequent years. Deferred
loss resulting from a liquidation is equal to the difference between tax assets and liabilities are not discounted.
the discounted value of the liquidated defined benefit liability,
The following factors are taken into account when assessing the
calculated on the liquidation date, and the consideration of the
Group’s ability to recover these assets:
liquidation, including any plan assets transferred and any payment
made directly by the Group in connection with the liquidation. ■ projections of future taxable income covering a period of up
to eight years;

Q - Non-recurring expenses ■ taxable income in previous years.

Non-recurring income and expenses correspond to expenses and Deferred tax assets and liabilities are measured using the liability
income not arising during the normal course of the Company’s method, i.e., using the tax rate expected to be applied to the fiscal
business activities. This section is intended to recognize the year in which the asset will be realized or the liability settled, on
impact of major events that may distort operating performance, the basis of the tax rates (and tax regulations) that have been
and does not include any recurring operating costs. enacted or substantively enacted at year-end, taking into account
future rate rises or cuts.
Non-recurring income and expenses particularly include the
following items: The measurement of deferred tax assets and liabilities reflects
the tax consequences that depend on the extent to which the
■ the proceeds of material and non-recurring sales: property, company expects, at year-end, to recover or settle the carrying
plant and equipment and intangible assets, equity interests, value of these assets and liabilities.
other financial fixed assets and other assets;
■ impairment losses recognized on loans, goodwill, and assets;
■ certain provisions for litigation and restructuring;
■ reorganization and restructuring expenses;
■ costs relating to acquisitions as part of a business combination.
234
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
T - Segment reporting W - Use of estimates
IFRS 8 on segment information defines an operating segment as For the preparation of the consolidated financial statements, the
a component of an entity: calculation of certain figures shown in the financial statements
■ that engages in business activities from which it may earn requires that assumptions, estimates or appraisals be used, in
revenues and incur expenses; particular when calculating provisions and performing impairment
tests. These assumptions, estimates or appraisals are carried out
■ whose operating results are regularly reviewed by the entity’s on the basis of the information available or existing situations at
chief operating decision maker to make decisions about the reporting date. These estimates and assumptions are made
resources to be allocated to the segment and assess its on the basis of past experience and various other factors. The
performance; and current highly volatile economic and financial environment makes
■ for which discrete financial information is available. it difficult to accurately assess business prospects. The actual
amounts may subsequently turn out to be different from the
With regard to the management organization of the Mersen estimates and assumptions used.
group based on a segmentation by type of activity, and the
internal reporting available to the Executive Committee (the chief The actual occurrence of certain events after the reporting date
operating decision maker) and the Board of Directors, the Group may subsequently differ from the assumptions, estimates and
has identified the following two operating segments under IFRS 8: appraisals used in this context.
■ Advanced Materials segment, which includes the Group’s three Use of management estimates in the application
businesses related to carbon materials: graphite specialties of the Group’s accounting standards
for hightemperature applications (Graphite Specialties),
Mersen may be required to make estimates and to rely on
anti-corrosion equipment (Anticorrosion Equipment), mainly
assumptions that affect the carrying amount of assets and
used in the chemicals sector, and power transfer technologies
liabilities, income and expenses, and also information relating
(Power Transfer Technologies);
to unrealized assets and liabilities. Future earnings may differ
■ Electrical Power segment, which includes the Group’s two significantly from these estimates.
businesses related to the electrical market, namely Solutions
The underlying estimates and assumptions are determined based
for Power Management and electrical protection and control,
on past experience and other factors considered to be reasonable
primarily fuses, industrial fuse holders, and surge protection
in the circumstances. They thus serve as a basis for the exercise
solutions (Electrical Protection & Control).
of the judgment required to determine the carrying amounts of
assets and liabilities that cannot be obtained directly from other
U - Earnings per share sources. Actual amounts may differ from the estimated values.
Basic and diluted earnings per share are presented based on The underlying estimates and assumptions are reviewed on an
total net income and net income from continuing operations (if ongoing basis. The impact of changes in accounting estimates
they differ). is recognized during the period of the change, if this affects this
period only, or during the period of the change and future periods
Basic earnings per share are calculated by dividing net income for
if these are also affected by the change.
the year attributable to ordinary shares by the weighted average
number of ordinary shares outstanding during the year. Notes 3-G1, 3-J and 7 relate to impairment testing of goodwill
and other fixed assets. The Group’s Management has conducted
To calculate diluted earnings per share, net profit attributable
the tests on the basis of best expectations for future valuations
to ordinary shares and the weighted average number of shares
of the businesses of the units concerned, taking into account the
outstanding are adjusted for the effects of all dilutive potential
discount rate.
ordinary shares.
Notes 13 and 14 relating to provisions and employee benefit
obligations describe the provisions introduced by Mersen. In
V - Equity-linked benefits granted calculating these provisions, the Group took into account the best
to employees estimate of these obligations.
In accordance with IFRS 2 – Share-based Payment, the fair value Note 23 relating to the tax burden summarizes the Group’s tax
of share purchase and stock options reserved for employees situation and is based, especially in France and Germany, on the
involving the Group’s shares is measured at the grant date. best estimate that the Group has for future changes in taxable
The value of share purchase and stock options depends in income.
particular on the exercise price, the probability of fulfilling the All of these estimates are based on an organized process for
conditions for the exercise of the option, the lifetime of the option, gathering projections of future flows, with validation by the
the current price of the underlying shares, the expected volatility of operational managers, as well as market data projections based
the share price, the expected dividends and the risk-free interest on external indicators, used in accordance with consistent,
rate over the life of the option. This value is recorded under documented methodologies.
staff expenses on a straight-line basis over the vesting period,
with a corresponding adjustment to equity for share-settled and
debt-settled plans vis-à-vis the personnel for cash-settled plans.
235
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
X - New standards applied Y - New standards, amendments
Several new standards and interpretations came into effect as and interpretations published
from January 1, 2024 but did not have a material impact on the but not yet effective
Group’s financial statements: The following new amendments will be mandatory for annual
■ Amendments to IAS 1 – Classification of Liabilities as Current reporting periods beginning after January 1, 2024, subject to their
or Non-current endorsement by the European Union:
■ Amendments to IFRS 16 – Leases – Lease Liability in a Sale ■ Amendments to IAS 21 – Lack of Exchangeability
and Leaseback ■ IFRS 18 – Presentation and Disclosure in Financial Statements
■ Amendments to IAS 7 and IFRS 7 – Supplier Finance ■ IFRS 19 – Subsidiaries without Public Accountability:
Arrangements Disclosures
The OECD’s Pillar Two model rules – aimed at ensuring that Despite being available for early adoption (endorsed by the
multinationals pay a minimum level of tax on their profits – came European Union in 2024), the Group elected not to apply the
into force in the European Union on January 1, 2024. As with new standards, amendments and interpretations in preparing its
the preparation of the financial statements for the year ended consolidated financial statements.
December 31, 2023, the Group has applied the temporary relief
from accounting for deferred tax assets and liabilities arising from Application of IFRS 18 will be mandatory for accounting periods
the implementation of the Pillar Two model rules, as provided for beginning on or after January 1, 2027. Its impact on the Group
in the amendment to IAS 12 – International Tax Reform – Pillar is currently being analyzed. The other amendments described
Two Model Rules. The impacts on the Group’s tax burden in 2024 above are not expected to have a material impact on the Group’s
of applying the Pillar Two model rules are set out in Note 23. consolidated financial statements.



Note 4 Financial Risk Management

The Group is exposed to the following financial risks: Liquidity risk
■ liquidity risk; Mersen has committed credit lines and borrowing facilities
■ interest rate risk; totaling €695.3 million, of which 53% had been drawn down at
December 31, 2024. Based on the amounts drawn down, the
■ commodity risk; average maturity of these committed facilities is 3.8 years.
■ currency risk; To meet the Group’s general cash flow requirements, Mersen has
■ credit risk; entered into the following main committed financing agreements:
■ financial risks resulting from climate change. ■ A €320 million multi-currency syndicated bank loan (which
had not been drawn down at December 31, 2023), set up in
This note provides information regarding the Group’s exposure to
October 2022 and repayable in full in October 2029, following
each of the above risks, its objectives, its policy and its procedures
the exercise in 2024 of a second one-year option to extend
for evaluating and managing risks.
its maturity. The credit margin on the loan is indexed to ESG
Quantitative information is provided in other sections in the indicators. The interest payable is at a variable rate plus a credit
consolidated financial statements. margin that varies mainly according to the leverage covenant
Information on capital management is presented in Note 12. (see definition in Note 15) and the following ESG indicators:


Indicator Target 2024

Greenhouse gas emissions intensity
(in tonnes of CO2 equivalent per million euros of sales) <159 81
Accident frequency
(Lost Time Injury Rate (LTIR) based on the number of reported accidents per million hours worked) <1.8 2.08
Percentage of women engineers and managers
(out of the Group’s total number of engineers and managers) ≥27.0% 27.0%

In view of the above results, the credit margin will not be adjusted and the ratios will have no impact on the cost of debt in 2025 compared
with 2024.
236
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
■ two five-year bilateral loans granted by Bpifrance for an placement (“Schuldschein”) for an amount of €100 million
original total amount of €30 million, set up in October 2022 and was arranged in March 2024 with a pool of European and
January 2024 respectively, and repayable in equal installments. Asian investors, repayable in full in January 2030. Investors
The interest payable is at a variable Euribor rate, plus a credit receive fixed-rate interest on a nominal amount of €23 million
margin; and variable-rate interest at Euribor plus a credit margin on a
■ a bilateral bank loan arranged at the end of 2019 amounting to nominal amount of €77 million.
RMB 50 million, which matures in 2026 following the exercise In addition, as part of its policy to diversify its sources of financing,
of an extension option in 2023. This loan is intended to finance in March 2016 and May 2020, respectively, Mersen launched an
the Mersen group’s operations in China; NEU CP program and an NEU MTN program, whose maximum
■ a US private placement (USPP) with a pool of North American amounts were each increased to €300 million in 2023. At
investors, comprising a USD 60 million tranche maturing in December 31, 2024, the Group had issued €55 million under
2031, and a €30 million tranche maturing in 2028, both of the NEU CP program. Any commercial paper issued under this
which are redeemable at maturity. The private placement program has a maturity of less than one year and at its maturity
was arranged in May 2021 and the funds became available in date may be replaced by drawdowns on the Group syndicated
October 2021. The holders of the notes issued under the USPP loan. At the same date, the Group had used €45 million of the
receive interest at a fixed rate. NEU MTN program, with maturities in 2025, 2027 and 2028.

■ two German private placements (“Schuldschein”): the first Lastly, as part of its growth plan and in order to refinance its
for €130 million initially arranged in April 2019, reduced to 2025-2026 debt maturities, on February 4, 2025 Mersen set
€115 million in 2022 following an early partial redemption, up a second US private placement (“USPP”), comprising a
with a pool of European and Asian investors, with an initial USD 100 million tranche maturing in 2035, and a second
maturity of seven years and repayable at maturity. Investors €90 million tranche maturing in 2032, both of which are redeemable
receive fixed-rate interest on a nominal amount of €68 million at maturity. The notes were placed with a pool of North American
and variable-rate interest at Euribor plus a credit margin on a investors and the funds will become available in April 2025.
nominal amount of €47 million; The second German private

Maturity schedule of committed credit lines and borrowings

Maturity

Drawdown at Utilization rate Less than From More than
In millions of euros Amount Dec. 31, 2024 Dec. 31, 2024 1 year 1 to 5 years 5 years

Group syndicated loan 320.0 0.0 0% 0.0 320.0 0.0
Bpifrance loans 21.0 21.0 100% 6.0 15.0 0.0
NEU MTN 45.0 45.0 100% 20.0 25.0 0.0
Committed credit line – China 6.6 0.0 0% 0.0 6.6 0.0
German private placements 215.0 215.0 100% 0.0 115.0 100.0
US private placement 87.8 87.8 100% 0.0 30.0 57.8
TOTAL 695.3 368.8 53% 26.0 511.6 157.8
AVERAGE MATURITY (YEARS) 4.3(1) 3.8(2)
(1) Maturity calculated on the basis of authorized amounts.
(2) Maturity calculated on the basis of drawdown amounts.


Breakdown by maturity of cash flows on drawdowns of committed credit facilities and borrowings

In millions of euros Maturity

Drawdown at Expected More than
DRAWDOWNS Dec. 31, 2024 cash flows 1-6 months 6-12 months 1 year

Group syndicated loan 0.0 0.0 0.0 0.0 0.0
Bpifrance loans 21.0 22.5 3.4 3.3 15.8
NEU MTN 45.0 46.3 0.1 20.5 25.8
Committed credit line – China 0.0 0.0 0.0 0.0 0.0
German private placements 215.0 243.1 4.1 3.1 235.9
US private placement 87.8 102.7 1.1 1.1 100.4
TOTAL 368.8 414.6 8.7 28.0 377.9
237
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Interest rate risk Commodity risk
The interest rate risk management policy is approved by the CEO Certain Group companies purchase raw materials or components
of the Group on the basis of recommendations made by Mersen’s comprising commodities, such as non-ferrous metals like copper,
Finance Department. It consists of establishing positions from time silver and zinc. Copper and silver are the two metals accounting for
to time taking into account variations in interest rates. a significant volume of purchases (in total, around €53.8 million)
for the Mersen group. Different hedging techniques may be used,
Out of the Group’s main confirmed borrowing facilities, the US
such as index-linking of purchase prices, index-linking on selling
private placement set up in 2021 corresponds to fixed-rate
prices and, for hedgeable amounts, centralized bank hedging.
borrowings, with sixmonthly coupons of 3.32% on the US dollar
tranche and 1.27% on the euro tranche. The commodity price risk management policy is validated by the
Group’s Executive Committee on the basis of recommendations
The German private placement set up in 2019 includes a
by Mersen’s Finance and Purchasing departments, and consists of
€68 million fixed-interest tranche with an annual coupon of
establishing positions in the form of forward purchasing contracts
1.582%.
or zero premium collars.
The German private placement set up in 2024 includes a
At end-2024, a portion of the hedgeable copper and silver tonnage
€23 million fixed-interest tranche with an annual coupon of
provided for in the 2025 budget had been hedged.
4.394%.
An increase or decrease in the price of copper and silver, with
relation to closing prices at December 31, 2024 as indicated
below, would have resulted in an increase/(decrease) in other
comprehensive income and operating income by the amounts
indicated below as a result of the commodity hedges.


Copper Silver

Other Gains or losses Other Gains or losses
Impact (in millions of euros) comprehensive recognized in comprehensive recognized in
at Dec. 31, 2024 income operating income income operating income

Increase of 5% 0.8 0.0 0.6 0.0
Decrease of 5% (0.8) 0.0 (0.6) 0.0

Recognition at year-end 2024 of commodity hedges
Impact on 2024 other Impact on 2024
MTM(a) (stated in millions of euros) comprehensive income income

MTM of copper and silver hedges (2.1) 0.0
(a) Mark-to-market = evaluated at market price.


Other metals, primarily steel and reactive metals, are essentially graphite, have little correlation with oil prices. In general, energy,
used on the chemicals market. They are used for specific primarily electricity and gas, is purchased at fixed rates based on
customer requirements and their cost is generally reflected in forecast annual or multiannual volumes depending on regions.
the commercial offer. As a result, changes in prices have a limited Changes in energy prices and petroleum derivatives have had
impact on the Group’s gross margin. little impact on the Group’s margins overall, as they are partially
Prices of petroleum-derived products, especially petroleum coke or fully offset by selling price increases.
and pitch, which are raw materials used in the manufacture of


Currency risk
Fluctuations in the principal currencies used by the Group

JPY USD KRW GBP RMB

Average exchange rate from Jan. 1, 2023 to Dec. 31, 2023(a) 151.94 1.0816 1413.26 0.86991 7.6591
Closing exchange rate at Dec. 31, 2023(b) 156.33 1.1050 1433.66 0.86905 7.8509
Average exchange rate from Jan. 1, 2024 to Dec. 31, 2024(a) 163.82 1.0821 1475.26 0.84659 7.7863
Closing exchange rate at Dec. 31, 2024(b) 163.06 1.0389 1532.15 0.82918 7.5833
(a) Exchange rate used to convert the cash flow statement and statement of income.
(b) Exchange rate used to translate the statement of financial position.
238
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
The currency risk management policy is validated by Executive effect of changes in the US dollar exchange rate on the Group’s
Management on the basis of proposals made by the Finance equity, net debt and main income statement indicators.
Department. It consists of contracting forward exchange rate
The Group’s operating income before non-recurring items is
hedges with leading banks on the basis of a complete inventory of
inter-company and non-Group risks. exposed to exchange rate variations primarily through the
translation of earnings recorded by companies whose currency
In its commercial activities, barring exceptional circumstances, is not the euro. The primary exposure is with the US dollar. A
Group policy is to hedge currency risks when an order is taken 10% decline in the value of the USD compared with the average
or to hedge a large portion of the annual budget. The primary confirmed rate of January through December 2024 would have
currency risk concerns intra-Group flows. had a translation impact of a negative €6.5 million on the Group’s
In the area of financing, Group policy is contract loans in local operating income before non-recurring items. Conversely, this
currencies, except for special cases. Borrowings in foreign 10% decline in the value of the US dollar compared with the
currencies arranged by the parent company match financing made closing exchange rate for 2024 would have had a translation
in euros subject to hedges (foreign exchange swaps) transforming impact of a negative €20.2 million on the Group’s net debt at
them into financing in the currencies of the subsidiaries concerned. December 31, 2024. The Group’s debt policy means that the
sensitivity of its net debt-to-EBITDA ratio to changes in the US
For consolidation purposes, the statement of income and cash
dollar is not material.
flow statements of foreign subsidiaries are translated into euros at
the average exchange rate for the relevant period, while statement Apart from special cases, hedges are centralized at the level of
of financial position items are translated at the rate prevailing at the parent company. They are carried out under strictly defined
the end of each reporting period. The impact of this currency procedures. Hedges are valued as described below.
translation can be significant. The principal impact concerns the

EUR/Foreign currency risk

Risks (stated in millions of euros) (a) JPY USD KRW GBP RMB

Sale of foreign currencies 6.9 22.5 3.0 20.4 6.5
Purchase of foreign currencies (0.5) (36.2) (0.0) (21.5) (10.5)
Potential risks for 2025 6.4 (13.7) 3.0 (1.1) (4)
Hedges outstanding at December 31, 2024 (4.1) 12.0 (1.8) 2.0 0.6
Net position 2.3 (1.7) 1.2 0.9 (3.4)
Impact in euros of a 5% fall in the euro (b) 0.12 (0.09) 0.06 0.05 (0.18)
(a) Excluding any potential anticorrosion equipment sales, which are hedged when an order is placed.
(b) Sensitivity calculated on the basis of currency exchange rates at December 31, 2024.


USD/Foreign currency risks

Risks (stated in millions of US dollars) (a) JPY KRW GBP RMB CAD

Sale of foreign currencies 8.8 9.2 4.2 22.5 27.2
Purchases of foreign currencies 0.0 (8.9) (17.2) (31.6) (24.4)
Potential risks for 2025 8.8 0.3 (13.0) (9.1) 2.8
Hedges outstanding at December 31, 2024 (4.5) 0.0 10.8 5.8 (1.4)
Net position 4.3 0.3 (2.2) (3.3) 1.4
Impact in USD of a 5% fall in the USD (b) 0.23 0.02 (0.12) (0.18) 0.07
(a) Excluding any potential anticorrosion equipment sales, which are hedged when an order is placed.
(b) Sensitivity calculated on the basis of currency exchange rates at December 31, 2024.


Recognition at year-end 2024 of currency transactions

MTM (a) (stated in millions of euros) Dec. 31, 2024

Mark-to-market of currency hedges value Other comprehensive income (1.1)
Other financial items of operating income (5.3)
(a) Mark-to-market = evaluated at market price.
239
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
At December 31, 2024, the negative market-to-market adjustments An increase or decrease in the value of the euro, with relation to
to currency hedges mainly concerned currency swaps on intra- closing exchange rates of the USD, JPY and RMB at December
group loans and were offset by positive adjustments to the 31, 2024 as indicated below, would have resulted in an increase
underlying loans. (decrease) of other items of comprehensive income and operating
income by the amounts indicated below as a result of the currency
hedges.


Increase in the euro against foreign currencies Decrease in the euro against foreign currencies

Other items Gains or losses Other items Gains or losses
Impact at December 31, 2024 of comprehensive recognized in of comprehensive recognized in
(in millions of euros) income operating income* income operating income*

USD (change of 5%) 1.3 5.9 (1.5) (6.6)
JPY (change of 5%) 0.1 0.3 (0.1) (0.3)
RMB (change of 5%) (0.9) (4.0) 1.0 4.4
* Excluding inverse impacts related to the revaluation of underlying items recorded in the statement of financial position.


This analysis is carried on the basis of changes in exchange rates Sensitivities relating to other currency pairs were not mentioned
that the Group deems reasonably possible at the reporting date. due to their immaterial impacts.
For the purposes of this analysis, all other variables, especially
interest rates, are assumed to have remained constant and the
effect of forecasted sales and purchasing has been ignored.

Future impact on income of currency transactions recorded at end December 2024

In millions of euros Mark-to-market Impact on income
of currency derivatives in other
CURRENCY comprehensive income Under six months Over six months

Assets 1.1 0.4 0.7
Equity and liabilities (2.2) (1.1) (1.1)


Future cash flows on currency transactions recognized at December 31, 2024

CURRENCY (in millions of euros) MTM Expected cash flows

Assets 1.4 1.4
Equity and liabilities (7.8) (7.8)


Currency hedges are adjusted as a function of underlying assets However, the program does not cover 100% of risk because the
and there is therefore no timing difference between maturities. insurer excludes certain risks from the coverage.
During 2023 and 2024, the Group continued its assignment of
Credit risk receivables programs regarding several French subsidiaries,
which gave rise to assigned (and unconsolidated) receivables
The Group set up an insurance program in 2003 with commercial amounting to €16.9 million at December 31, 2024 compared with
credit insurer Coface covering its principal companies in the United €15.3 million at December 31, 2023. Delegation riders to contracts
States and Europe against the risk of non-payment for financial covering French company assigned receivables were signed with
or political reasons. Coverage may vary, by customer, between the factoring agent.
0 and 95% of invoiced amounts. This program was subsequently
extended to China and then South Korea. The guarantee deposit relating to assigned receivables programs
amounts to €0.85 million (derecognized assets with continuous
application).
240
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Financial risks resulting from climate the risk of losing certain business relationships in the event that
change the Group fails to track GHG emissions and to comply with its
legal obligations in this regard. This risk is also included in the
The sustainability strategy and the tracking of sustainability Group’s risk map. It is offset by the key opportunity represented
impacts, risks and opportunities are an integral part of the Group’s by the Group’s ambition to actively contribute to the transition to a
overall strategy. low-carbon economy.
In 2024, the Group performed the double materiality assessment These matters were taken into account by the Group in preparing
of climate-related risks required under the new Corporate its financial statements and based on its 2022-2027 CSR roadmap
Sustainability Reporting Directive, with the support and advice that includes targets for reducing the intensity of greenhouse gas
of external consultants to guarantee the robustness and neutrality emissions and increasing waste recycling.
of the methodology. The work was based, among other things, on
the simple materiality assessment carried out in 2021, and on the In 2024, there was no evidence that material physical and
Group risk map, including sustainability risks, produced in 2023. transition risks and potential opportunities related to climate
change would have a financial impact on the Group.
The double materiality assessment identified 12 material matters,
two of which relate to climate change: reduction of the carbon The Group is pursuing its strategy to limit its environmental
footprint and adaptation to the effects of climate change. The footprint and may need to reassess the accounting impact of
only financial risk identified during the exercise is linked to climate change issues.
efforts to reduce the company’s carbon footprint; it consists of



Note 5 Business combinations recognized during the year

On July 1, 2024, the Group acquired the Graphite Machining, Lastly, on November 1, 2024, Mersen acquired control of Bar-Lo
Inc. (GMI) group, an expert in the purification and machining Carbon Products, Inc. a US-based precision machiner of graphite
of graphite and carbon composites. This acquisition will allow and ceramics since 1965. This acquisition reinforces Mersen’s
Mersen’s Advanced Materials segment to reinforce its presence leading position in synthetic graphite in the United States, with
in the United States through additional machining and processing direct access to new customers in the semiconductor market and
capacities for isostatic and extruded graphite and insulation other process industries. It will also enable the Group to leverage
felts, as well as helping to create synergies between plants. synergies, both upstream and downstream of the value chain. A
GMI strengthens Mersen’s leading position in markets such as family-owned company, Bar-Lo employs approximately 30 people
aerospace, process industries and energy. Mersen will also have at its facility in Fairfield, New Jersey (United States) and has
an opportunity to leverage its global presence to develop GMI’s annual sales of around USD 15 million.
complementary offering. GMI is a family-owned group employing
The Group acquired 100% of the capital and voting rights in each
150 people at four different sites in Pennsylvania and Michigan
of above companies. Together, these business combinations
(United States). It has annual sales of around USD 40 million.
added €21.1 million to 2024 consolidated sales and €3.5 million to
On October 1, 2024, Mersen acquired KTK Thermal Technologies, 2024 consolidated operating income before non-recurring items,
an expert in cooling solutions with annual sales of around based on their contributions for the period from their respective
USD 8 million and around 30 employees based in Macedon, acquisition dates to the year end.
in the state of New York (United States). With this transaction,
The fair value of the total net assets acquired and provisional
Mersen has strengthened its technical competencies in thermal
goodwill on the business combinations are presented in the
management and acquired a highly complementary portfolio and
following table:
industrial footprint to consolidate the Group’s position.


Total business
Other business combinations
In millions of euros GMI combinations during the year

Non-current assets 20.1 5.5 25.6
Current assets 21.4 8.6 30.0
Non-current liabilities (0.9) (4.4) (5.3)
Current liabilities (2.5) (1.3) (3.8)
Fair value of identifiable net assets 38.2 8.3 46.5
Goodwill 15.7 15.8 31.5
Non-controlling interests 0.0 0.0 0.0
Consideration transferred 53.8 24.2 78.0

Goodwill on these three acquisitions as determined at December 31, 2024, is provisional and remains subject to adjustment.
241
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 6 Goodwill

In millions of euros 2024 2023

Carrying amount at start of period 257.7 262.0
Acquisitions 31.5
Impairment
Reclassification as assets held for sale
Cumulative translation adjustments 8.9 (4.3)
Carrying amount at end of period 298.1 257.7
Gross value at end of period 336.5 296.1
Total impairment losses at end of period (38.4) (38.4)

Breakdown by cash-generating unit is given in the table below:

Dec. 31, 2023 Movements during 2024 Dec. 31, 2024

Translation Carrying
In millions of euros Carrying amount adjustments Acquisitions Other amount

Anticorrosion Equipment 26.9 2.0 28.8
Graphite Specialties 96.5 2.6 31.4 130.5
Power Transfer Technologies 12.2 (0.1) 12.0
Electrical Protection & Control 77.6 4.3 81.9
Solutions for Power Management 44.6 0.2 0.1 44.8
TOTAL 257.7 8.9 31.5 298.1

The €31.5 million increase in goodwill in 2024 relates to the acquisition, in the second half of the year, of Graphite Machining, Inc. (GMI),
Bar-Lo Carbon Products, Inc. and KTK Thermal Technologies (see Note 5).



Note 7 Asset impairment tests

Some of the Group’s activities, particularly in the Advanced Impairment tests for each of the cash-generating units were
Materials segment, require significant quantities of plant and carried out at the close of 2024.
equipment, especially in order to anticipate demand in markets
In application of IAS 36, the tests were carried out on the basis
with high growth prospects. These assets lead to high levels of
of the value in use determined by applying the discounted cash
fixed costs in the Group’s overall production cost base. They can
flow method. The business plans prepared for each CGU are
also sometimes require long periods to be received and put into
based on assumptions concerning regional inflation, raw material
production and it is possible for the economic environment to
prices, and growth in the Group’s markets. They are approved
deteriorate during those periods.
annually by the Executive Committee and the Board of Directors.
The Group is exposed to the risk of overestimating growth in The actual performance of each CGU is compared to its budgeted
some markets and/or of changes in the economic environment, performance and any variances are analyzed as part of the
which could lead to an insufficient utilization rate for the plant Group’s monthly reporting. The results of the analyses are then
and equipment of the activities concerned and erode operating used to revise the CGU’s business plan as needed. Over the last
margin. A lasting erosion of operating margin would negatively five years, the actual performance of each CGU was in line with
impact the asset impairment tests. business plan projections, except in 2020 due to the Covid-19
crisis.
242
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
The main business plan assumptions used for impairment testing Sensitivity analysis
purposes at the end of 2024 were as follows: The sensitivity of the recoverable amount of each CGU was tested
■ five-year cash flows are used based on the 2025 budget and by varying the three main impairment test assumptions as follows:
projections for the four following years approved by the Board
■ a 1-point increase in the discount rate;
of Directors.
■ a 1-point decrease in the perpetuity growth rate;
■ the average weighted cost of capital used in discounting
future cash flows includes the calculation of Mersen’s beta ■ a 1-point decrease in operating profitability in the terminal year.
by analysts and that of the risk-free rate on ten-year French The tests performed in 2024 showed that the Group’s CGUs are
government bonds. Taking into account these parameters as not exposed to sensitivity risk.
well as a market risk premium and a size-specific premium, the
average cost of capital after tax used as the rate for discounting At the reporting date, the discount rates used so that the
future flows was set at 8.8%, unchanged from end-2023. As recoverable amount of the CGUs equals their carrying amount
the risks are reflected in the cash flows for each business, a were:
unique discount rate was set for all of the CGUs. There are ■ 18.2% for the Power Transfer Technologies CGU;
no substantive grounds for applying a different discount rate
■ 11.3% for the Solutions for Power Management CGU;
per CGU.
■ 16.5% for the Electrical Protection & Control CGU;
■ The perpetual growth rate is 2.5% for the Anticorrosion
Equipment CGU, 3.5% for the Graphite Specialties CGU, and ■ 10.1% for the Graphite Specialties CGU;
2% for the Power Transfer Technologies, Electrical Protection ■ 10.9% for the Anticorrosion Equipment CGU.
and Control, and Solutions for Power Management CGUs. The
perpetual growth rates applied for each CGU reflect expected Impairment tests will be carried out again at the 2025 year-end.
developments in their businesses in their various markets.
■ the standard tax rate used was 25%.



Note 8 Property, plant and equipment and intangible assets

Machinery, Total
equipment Right- property,
Intangible and other Assets in of-use plant and
In millions of euros assets Land Buildings assets progress assets equipment TOTAL

Carrying amount at Jan. 1, 2023 42.7 29.0 100.3 241.8 77.3 53.5 501.9 544.6
Acquisitions 10.3 0.3 1.7 33.6 147.9 10.6 194.1 204.5
Decommissioning, disposals and impairment (0.0) 0.0 (0.7) (2.8) (0.0) (0.0) (3.4) (3.4)
Depreciation and amortization (5.2) (0.0) (6.4) (41.6) (12.2) (60.2) (65.4)
Translation adjustments (0.3) (0.3) (3.5) (6.9) (3.3) (1.4) (15.3) (15.6)
Assets held for sale (0.5) (1.6) (2.2) (2.2)
Other movements (incl. equipment commissioning) 3.2 0.1 13.8 56.2 (72.6) (0.0) (2.5) 0.7
Carrying amount at Dec. 31, 2023 50.7 28.6 103.6 280.5 149.2 50.6 612.4 663.2
Gross value at Dec. 31, 2023 133.1 29.5 202.2 835.9 149.2 87.8 1,304.7 1,437.8
Cumulative depreciation, amortization and impair-
ment at Dec. 31, 2023 (82.4) (0.9) (98.7) (555.4) 0.0 (37.3) (692.3) (774.7)
Carrying amount at Jan. 1, 2024 50.7 28.6 103.6 280.5 149.2 50.6 612.4 663.2
Acquisitions 12.4 6.6 22.8 21.5 159.9 18.7 229.4 241.8
Decommissioning, disposals and impairment (0.7) 0.0 (0.3) (2.9) 0.0 (1.8) (5.0) (5.7)
Depreciation and amortization (6.5) (0.1) (7.8) (47.6) 0.0 (12.5) (67.9) (74.5)
Translation adjustments 0.7 0.8 4.8 12.3 6.9 0.7 25.5 26.2
Changes in scope of consolidation 7.9 0.9 4.9 6.4 0.0 4.1 16.3 24.2
Other movements (incl. equipment commissioning) 1.7 3.2 24.8 57.6 (87.3) (1.7) 0.1
Carrying amount at Dec. 31, 2024 66.2 40.0 152.8 327.8 228.7 59.7 809.0 875.2
Gross value at Dec. 31, 2024 155.6 41.7 261.9 925.2 228.7 107.7 1,565.3 1,720.9
Cumulative depreciation, amortization
and impairment at Dec. 31, 2024 (89.3) (1.7) (109.1) (597.5) 0.0 (48.0) (756.4) (845.7)
243
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
The main contributors to movements in “Property, plant and Capitalized development costs for the year mainly included costs
equipment in progress” were Mersen France Gennevilliers SAS, incurred for the digitalization and IT systems upgrade plan, for
Mersen Scotland Holytown Ltd. and Mersen USA GSTN Corp., €5.9 million (€6.5 million in 2023), and costs for the development
within the Graphite Specialties CGU. of p-SIC substrates in partnership with Soitec (€4.0 million).
Research costs are expensed as incurred. Regarding development Changes in scope of consolidation primarily reflected the
costs, an intangible asset resulting from development or from acquisition of Graphite Machining, Inc. (GMI), Bar-Lo Carbon
the development phase of an internal project, is recognized if, Products, Inc. and KTK Thermal Technologies in the second half of
and only if, the Group can demonstrate that these developments 2024. In particular, an intangible asset was recognized in respect
satisfy the criteria of the standard (see Note 3-G3). of GMI’s contractual customer relationships for a provisional
amount of €7.9 million.



Note 9 Equity interests

At year-end, investments in unconsolidated companies held by consolidated companies represented €2.7 million, compared with
€2.6 million at end-2023. The principal investments are the following:

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Le Carbone Materials KK (Japan) 1.7 1.5
Mersen S.A.U (Argentina) 0.0 0.1
Mersen Polska SP. Z.O.O (Poland) 0.7 0.7
Mersen Chile Limitada (Chile) 0.2 0.2
Other investments 0.1 0.1
TOTAL 2.7 2.6

At December 31, 2024, all non-consolidated equity investments are carried at fair value through other comprehensive income.



Note 10 Inventories

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Raw materials and other supplies 166.6 153.5
Work in progress 93.9 94.0
Finished products 82.4 82.5
Gross amount of inventories 342.9 330.0
Impairment losses (35.1) (30.8)
Carrying amount of inventories 307.8 299.2

Net inventories rose by €8.6 million over the year. Changes in the scope of consolidation (mainly consolidation of the acquisition-date
statements of financial position of Graphite Machining, Inc. (GMI), Bar-Lo Carbon Products, Inc. and KTK Thermal Technologies)
added €14.9 million and the currency effect was a positive €7.7 million. Excluding these positive changes, the underlying change in net
inventories was a decline of €14.1 million (-4.7%).
244
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 11 Trade receivables

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Gross trade receivables 183.8 175.1
Impairment losses (7.2) (6.3)
Contract assets 1.9 3.2
Net trade receivables and contract assets 178.6 172.1


The fairly modest increase in net trade receivables over the year At December 31, 2024, past-due receivables (identified as such
was mainly due to the €10.2 million positive impact of changes as soon as the due date has passed) represented 16.3% of total
in the scope of consolidation. trade receivables (including factored receivables), compared to
15.9% at December 31, 2023.
An off-balance sheet factoring contract was established in 2009
that concerns the assignment of trade receivables of our main Past-due trade receivables broke down as follows at
French subsidiaries. This contract (see Note 4) anticipates December 31:
a maximum amount of €20.0 million. At December 31, 2024,
usage amounted to €16.9 million, compared with €15.3 million
at end-2023.


Dec. 31, 2024 Dec. 31, 2023

In millions of euros Gross Impairment Gross Impairment

Receivables not yet due 151.1 (1.8) 144.8 (1.7)
Receivables 0 to 30 days past due 15.4 (0.3) 15.5 (0.3)
Receivables 31 to 120 days past due 8.4 (1.0) 9.1 (0.8)
Receivables 121 days to 1 year past due 5.5 (1.1) 3.0 (0.9)
Receivables more than 1 year past due 3.4 (2.9) 2.7 (2.5)
Net trade receivables 183.8 (7.2) 175.1 (6.3)

Movements related to impairment of trade receivables are as follows:

In millions of euros 2024 2023

Impairment losses at January 1 (6.3) (7.3)
(Allowance)/reversal during the year (0.9) 1.0
Impairment losses at December 31 (7.2) (6.3)

Impairment of trade receivables are based on expected losses.
245
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 12 Equity

Number of shares and breakdown of share capital

Number of shares (unless stated otherwise) Ordinary shares

Number of shares at January 1, 2024 24,418,312
Capital increase/reduction (in millions of euros)
Number of shares in issue and fully paid-up during the period
Number of shares at December 31, 2024 24,418,312
Number of treasury shares canceled
Number of shares in issue and not fully paid-up
Par value of shares (in euros) 2
Number of shares held by the Company or by its subsidiaries and associates 66,715

At December 31, 2024, the Company’s share capital was set Subscription options, free shares
at €48,836,624 divided into 24,418,312 ordinary shares, each and performance shares
with a par value of €2. Taking into account double voting rights ■ Free performance shares (executives program)
as well as treasury shares, which do not have voting rights,
the theoretical number of voting rights stood at 27,076,887 at The total number of shares that may vest under the 2022
December 31, 2024. executives plan is 88,200, of which 56,535 for members of the
Executive Committee (including 13,230 for the Chief Executive
Mersen’s ownership structure at December 31, 2024 was as Officer).
follows:
The total number of shares that may vest under the 2023
■ French institutional investors 37.1% executives plan is 86,100, of which 69,300 for members of the
■ International institutional investors 42.3% Executive Committee (including 12,600 for the Chief Executive
Officer).
■ Private shareholders 18.6%
The total number of shares that may vest under the 2024
■ Employee shareholders 1.7%
executives plan is 120,540, of which 96,701 for members of the
■ Treasury shares 0.3% Executive Committee (including 17,321 for the Chief Executive
Officer).
Capital management ■ Free shares (managers and talent program)
Mersen is committed to providing its shareholders with the highest The total number of shares that may vest under the 2022 plans
possible return on equity through profitable and sustainable is 116,698.
growth, as well as a payout ratio representing in general The total number of shares that may vest under the 2023 plans
between 30% and 40% of the Group’s net income each year. is 110,450.
The successful execution of Mersen’s strategy is underpinned
by key employees including executives, managers, experts and The total number of shares that may vest under the 2024 plans
high potential employees, who are eligible for free share plans is 145,140.
that are part of Mersen’s drive to motivate and retain its human The shares awarded under the “Talent” plans – designed for
capital. The Group is required to manage its capital in such a employees identified as high-potential managers or managers
way as to ensure that its gearing ratio (see definition in Note 15) with expertise in strategic areas – are not subject to performance
remains below 1.3. conditions.
■ Summary
Treasury shares At December 31, 2024, the total number of free shares that could
At December 31, 2024, 66,715 shares were held in treasury, potentially vest corresponded to 667,128 new shares, each with
representing 0.3% of the share capital, including 51,447 shares a par value of €2, representing 2.7% of the Company’s capital
held pursuant to the liquidity agreement entered into with at that date.
BNP Paribas. There are no other instruments or securities conferring rights to
the Company’s share capital.
Neither the Company nor its subsidiaries are subject to any specific
capital requirements pursuant to external rules or regulations.
246
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
With respect to share-based payments, the plans were evaluated in accordance with IFRS 2. The characteristics and assumptions used
to value the plans are as follows:

2021 plan – 2022 plan –
2021 plan – 2021 plan – High 2022 plan – 2022 plan – High
Executives Managers potentials Executives Managers potentials

Free Free Free Free
performance performance performance performance
Characteristics/Assumptions shares shares Free shares shares shares Free shares
Allocation date 05/20/2021 05/20/2021 05/20/2021 05/19/2022 05/19/2022 05/19/2022
Availability date 05/20/2024 05/20/2024 05/20/2024 05/19/2025 05/19/2025 05/19/2025
Expiration date 05/21/2024 05/21/2024 05/21/2024 05/20/2025 05/20/2025 05/20/2025
Number of plan shares 84,000 100,800 12,000 88,200 105,840 12,600
% actual (2021 plans) or estimated
94% 94% 100% 91% 91% 100%
(other plans) allocation at year-end


2023 plan – 2024 plan –
2023 plan – 2023 plan – High 2024 plan – 2024 plan – High
Executives Managers potentials Executives Managers potentials

Free Free Free Free
performance performance performance performance
Characteristics/Assumptions shares shares Free shares shares shares Free shares
Allocation date 05/16/2023 05/16/2023 05/16/2023 May 16, 2024 May 16, 2024 May 16, 2024
Availability date 05/16/2026 05/16/2026 05/16/2026 May 16, 2027 May 16, 2027 May 16, 2027
Expiration date 05/17/2026 05/17/2026 05/17/2026 May 17, 2027 May 17, 2027 May 17, 2027
Number of plan shares 86,100 100,800 12,000 120,540 128,340 16,800
% actual (2021 plans) or estimated
100% 100% 100% 100% 100% 100%
(other plans) allocation at year-end

A €5.1 million expense was recognized in 2024 for these plans (€4.1 million expense in 2023).



Note 13 Provisions, operating payables, miscellaneous
liabilities and contingent liabilities

Dec. 31, 2024 Dec. 31, 2023

In millions of euros Non-current Current Non-current Current

- provision for restructuring 0.8 6.5 1.1 0.3
- provision for environmental risks 3.8 0.3 3.1 0.7
- provision for litigation and other expenses 2.4 8.9 2.8 5.8
TOTAL 7.0 15.7 7.0 6.8


Provisions
In millions of euros set aside/ Translation
Current and non-current Dec. 31, 2023 (reversals) Uses Other adjustments Dec. 31, 2024

- provision for restructuring 1.3 6.0 (0.1) 0.0 0.1 7.3
- provision for environmental risks 3.8 0.5 (0.4) 0.0 0.2 4.1
- provision for litigation and other
expenses 8.6 4.1 (1.6) 0.2 (0.1) 11.3
TOTAL 13.8 10.5 (2.1) 0.2 0.3 22.7
247
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Provisions amounted to €22.7 million at December 31, 2024, Proceedings involving Mersen Mexico Monterrey
versus €13.8 million at end-December 2023, with the €8.9 million
Tax audits are regularly carried out on Mersen Mexico Monterrey,
year-on-year increase primarily stemming from provisions set
and in 2023 the Mexican tax authorities (SAT) launched an audit
aside during the year for business adaptation plans.
on the entity’s temporary import transactions for the period from
Provisions for environmental risks mainly correspond to 2015 to 2020. In response to this move, Mersen began a mediation
€3.3 million in clean-up costs for the Columbia site (United States). procedure through the Mexican tax ombudsman, Procuraduría de
The €4.1 million net addition to provisions for litigation and other la Defensa del Contribuyente (Prodecon), which led to the audit
expenses chiefly relates to commercial disputes. At December 31, being temporarily suspended. At the end of the mediation process,
2024, provisions for legal proceedings and disputes amounted to an agreement was reached with SAT concerning the settlement
€5.8 million (out of the €11.3 million in total provisions for litigation of tax deficiencies in the amount of MXN 1.5 million (€0.1 million
and other expenses). euros). However, Mersen remained liable for penalties in the
amount of MXN 30 million (around €1.4 million). An administrative
appeal (recurso de revocacion) has been lodged, contesting these
Administrative and legal proceedings penalties. A provision has been booked to cover the amount of
penalties that Mersen considers it is likely to have to pay.
At the reporting date, the Group is not aware of any administrative
or legal proceedings, including any pending or potential
proceedings, that could have or have had in the last 12 months, a Operating payables, miscellaneous
material adverse effect on its business activities, financial position liabilities and contingent liabilities
or results of operations.
Contract liabilities totaled €68.8 million at December 31, 2024, up
€4.6 million compared with the December 31, 2023 figure. These
Tax and customs proceedings liabilities correspond for the most part to advances received under
The Group regularly undergoes tax and customs audits carried out contracts for the supply of graphite and other high-tech materials
by the tax/customs authorities in the countries in which it operates. for the silicon carbide (SiC) semiconductors market, mainly in the
In the past, the reassessments issued after tax/customs audits United States and the United Kingdom.
have been for non-material amounts. Other operating payables (€118.9 million at December 31, 2024)
The amounts indicated below include interest. mainly comprised personnel and social security payables, VAT
and other tax payables (excluding income tax), and prepaid
Proceedings involving Mersen do Brasil income.
Mersen do Brasil is involved in a number of disputes – which are at Other liabilities in the amount of €21.2 million at December 31,
various stages – concerning reassessments made by the Brazilian 2024 chiefly comprise liabilities related to property, plant and
authorities in relation to social security contributions, taxation and equipment.
customs duties. In particular, the Brazilian authorities are alleging
that Mersen do Brasil filed late tax returns and made errors in the No material contingent liabilities were identified at December 31,
tax bases used. The potential financial consequences of these 2024.
disputes represent an aggregate BRL 18 million (approximately
€2.8 million). The Group has set aside a provision corresponding
only to the amount that it considers highly probable it will have
to pay.
248
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 14 Employee benefits

The Group operates defined contribution and defined benefit ■ There is a pension plan in the United Kingdom that was closed
plans. to new entrants in 2006. Based on local rules and conservative
assumptions, it has been fully covered by plan assets since
As regards the defined contribution plans, the Group is under no
2019.
obligation to make additional payments on top of the contributions
already paid into a fund if the latter does not have sufficient assets ■ These pension funds constitute entities that are legally distinct
to pay out the benefits corresponding to the service provided by from the Group. The funds’ administrative bodies are composed
employees during the period in progress or during future periods. of employee representatives, retirees and independent
For these plans, contributions are expensed as incurred. directors. They are legally required to act in the best interest
of the plan’s participants and are responsible for certain fund
The Mersen Group’s defined benefit plans are mainly located
policies, including the investment, contribution and indexing
in the United States (54% of the overall obligation), the United
policies, etc.
Kingdom (18%), France (16%) and Germany (7%).
■ In France, the defined benefit plans mainly involve lump-
■ There are two pension plans in the United States:
sum retirement payments, supplementary pension benefits
• the “hourly plan” for shop floor employees; and long-service awards. Supplementary pension plans are
• the “salaried plan” for office employees and closed to new pre-funded.
entrants in 2011 because it was replaced by a defined ■ There are two pension plans in Germany that are closed to
contribution plan. This plan was closed entirely in 2015. new entrants and are not funded.
Beneficiaries are now covered by the defined contribution
The Group’s obligations were measured at December 31, 2024
plan.
with the assistance of independent actuaries and in accordance
■ These two plans are funded by contributions calculated on the with IAS 19.
value of the obligation and paid based on a multi-year funding
plan. The coverage ratio of commitments by assets measured
in accordance with local standards is 98.05% for the salaried
plan and 101.11% for the hourly plan.

The rates used for the main countries are summarized below:

Discount Average rate of salary Inflation
2024 rate increases rate

France 3.40% Between 1.5% and 5.25% depending on age Not applicable
Germany 3.40% 2.50% 2.00%
United States 5.60% Not applicable Not applicable
United Kingdom 5.50% 3.60% 3.40%


Discount Average rate Inflation
2023 rate of salary increases rate

France 3.15% Between 1.5% and 5.25% depending on age Not applicable
Germany 3.15% 2.50% 2.00%
United States 4.90% Not applicable Not applicable
United Kingdom 4.50% 3.65% 3.45%

Mortality assumptions are based on published mortality tables.
249
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Breakdown of provisions recognized

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Present value of defined benefit obligation 139.9 147.6
Fair value of plan assets (107.5) (107.2)
Provision before impact of minimum funding requirement/asset ceiling 32.4 40.4
Impact of minimum funding requirement/asset ceiling
Provision after impact of minimum funding requirement/asset ceiling (net provision recognized) 32.4 40.4


Group provision at December 31 by geographical area

United Rest of the
In millions of euros France Germany United States Kingdom world Dec. 31, 2024

Present value of defined benefit obligation 22.5 9.6 74.9 24.8 8.2 139.9
Fair value of plan assets (3.3) 0.0 (70.6) (32.2) (1.4) (107.5)
Net amount recognized 19.2 9.6 4.3 (7.4) 6.8 32.4


Movements in the Group’s obligations

United King- Rest of the
In millions of euros France Germany United States dom world Total

At December 31, 2023 21.9 9.7 75.7 28.1 12.2 147.6
Payments made (1.0) (1.2) (4.6) (1.6) (0.7) (9.1)
Expenses recognized 2.0 0.4 5.4 1.3 1.0 10.0
Translation adjustments 3.9 1.3 (0.3) 4.9
Actuarial gains and losses (0.4) 0.7 (5.5) (4.2) 0.4 (9.1)
Other movements (4.4) (4.4)
At December 31, 2024 22.5 9.6 74.9 24.8 8.2 139.9

The amount recorded under “Other movements” relates to the benefit obligations in Canada being extinguished due to the settlement
of the Group’s defined benefit pension plan in that country.


Change in plan assets

United King- Rest of the
In millions of euros France Germany United States dom world Total

At December 31, 2023 3.2 65.1 33.6 5.2 107.2
Return on plan assets 0.1 3.2 1.5 0.1 4.9
Employer contribution 1.9 0.4 2.3
Payment of benefits (4.6) (1.6) (0.1) (6.3)
Actuarial gains and losses 0.8 (2.9) 0.3 (1.8)
Translation adjustments 4.2 1.6 (0.1) 5.7
Other movements (4.4) (4.4)
At December 31, 2024 3.3 0.0 70.6 32.2 1.4 107.5


Plan assets mainly cover plans in the United States (66% of total “Other movements” reflect the impact on plan assets of the
plan assets, with 45% invested in equities and 55% in bonds and settlement of the Group’s defined benefit pension plan in Canada.
alternative investments) and in the United Kingdom (30% of total
plan assets, all invested in bonds).
250
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Net expense recognized

United United Rest of December 31, December 31,
In millions of euros France Germany States Kingdom the world 2024 2023

Current service cost 1.3 0.1 0.7 0.0 0.7 2.8 2.7
Interest cost 0.7 0.4 3.8 1.3 0.4 6.5 6.8
Expected return on plan assets (0.1) (3.2) (1.5) (0.1) (4.9) (5.1)
Administrative costs 0.9 0.0 0.0 0.9 1.0
Plan amendments/curtailments/settlements (0.1) (0.1) (0.4)
Other movements (0.0) (0.0) 0.0 (0.1) (0.1) (0.2)
NET EXPENSE (INCOME) FOR THE YEAR 1.9 0.4 2.2 (0.2) 0.9 5.1 4.7


The net expense recognized in 2024 for defined benefit plans and Actuarial gains and losses arising on the measurement of the
other long-term employee benefits totaled €5.1 million, more or post-employment benefit obligations and the associated plan
less on a par with the €4.7 million net expense recorded for 2023. assets break down as follows:


United United Rest of December 31, December 31,
In millions of euros France Germany States Kingdom the world 2024 2023

Gains/(losses) linked to changes
in demographic assumptions (1.1) (1.1) 0.6
Gains/(losses) linked to changes
in financial assumptions (0.4) 0.6 (5.3) (3.2) 0.1 (8.2) 5.1
Experience adjustments 0.1 (0.2) 0.1 0.3 0.2 0.7
Yield adjustments to plan assets (0.0) (0.8) 2.9 (0.3) 1.8 (4.7)
Actuarial gains and losses (0.5) 0.7 (6.3) (1.3) 0.1 (7.4) 1.7


Sensitivity analysis
A 0.5-point increase in the discount rates applied would lead to a These sensitivities correspond to the impact on the gross projected
€6.5 million decrease in the projected benefit obligation. benefit obligation without taking into account any corresponding
offsetting effect on plan assets.
A 0.5-point increase in the inflation rate would lead to a €1.2 million
increase in the projected benefit obligation. The breakdown of sensitivities by country is presented in the
table below.


Impact (in € millions) 0.5-point increase 0.5-point increase
on the obligation of: in the discount rate in the inflation rate

France (0.8) 0.0
Germany (0.4) 0.4
United Kingdom (1.3) 0.7
United States (3.7) 0.0
Rest of the world (0.4) 0.1
TOTAL (6.5) 1.2
251
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 15 Net debt

Definitions ■ covenant EBITDA corresponds to EBITDA before non-recurring
items for the last 12-month period prior to application of
Net debt is defined as the sum of long- and medium-term
IFRS 16, it being specified that EBITDA before non-recurring
borrowings, current financial liabilities and bank overdrafts,
items is equal to operating income before non-recurring items,
less current financial assets, cash and cash equivalents. Lease
depreciation and amortization. By convention, to calculate
liabilities (recognized in accordance with IFRS 16) are not included
covenant EBITDA for the 2019 German private placement
in the calculation of net debt.
at the end of June, the metric is equal to EBITDA before
To calculate the covenant ratios presented below, the Group uses non-recurring items and the application of IFRS 16 for the last
the following indicators: six-month period, multiplied by two. In addition, the EBITDA
■ covenant net debt is equal to net debt less the carrying amount of companies acquired during the year may be restated to
of treasury shares at year-end. To calculate the covenant net take into account its amount over the entire period of the
debt in the event of a difference of more than 5% between leverage ratio calculation (depending on the acquisition date
the average and closing EUR/USD exchange rates, net debt and whether the acquisition price exceeds a certain threshold);
is recalculated at the average EUR/USD rate for the period; ■ net worth is equal to equity plus the carrying amount of treasury
shares held at year-end;
■ gearing represents covenant net debt divided by net worth;
■ leverage represents covenant net debt divided by covenant
EBITDA.


Analysis of net debt at December 31, 2024

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Long- and medium-term borrowings 349.5 256.2
Current financial liabilities(a) 83.3 7.0
Bank overdrafts 8.7 13.7
GROSS DEBT 441.4 277.0
Current financial assets(b) (19.8) (27.1)
Cash and cash equivalents (51.3) (37.4)
NET DEBT 370.3 212.5
(a) Including €55 million in commercial paper issued under the NEU CP program in 2024.
(b) Including €16.5 million in good quality Chinese bank drafts. Poor quality bank drafts are classified under Other operating receivables.


Net debt at December 31, 2024 amounted to €370.3 million new €10.0 million loan from Bpifrance. Repayments of borrowings
compared with €212.5 million at year-end 2023. during the period, which are recognized in the statement of
Gross debt increased by €164.4 million to €441.4 million at cash flows for €150.7 million, mainly result from repayments on
December 31, 2024, mainly reflecting the financing of capital the NEU CP for €115.0 million and on the syndicated loan for
expenditure and acquisitions for the year. Increases in borrowings €30.0 million, as well as the repayment of part of the Bpifrance
and debt, which are recognized in the statement of cash flows in loan for €5.0 million.
the amount of €311.4 million, include issuances under the NEU Of the €441.4 million in gross debt, €368.8 million stemmed from
CP commercial paper program for €170.0 million and the German the use of committed loans and borrowings and the remainder
Schuldschein private placement program for €100.0 million, chiefly from the use of uncommitted loans (bank overdrafts,
drawdowns on the syndicated line of credit for €30.0 million, and a NEU CP and other credit lines).
252
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Change in net debt

In millions of euros 2024 2023

Net debt at start of period 212.5 240.6
Net cash used in/(generated by) operating and investing activities 85.9 4.4
Capital increases 0.0 (95.9)
Purchases/(sales) of treasury shares 0.5 (0.2)
Dividends paid 30.9 36.4
Interest payments 16.6 13.8
Repayment of lease liabilities 16.0 13.7
Translation adjustments 0.1 0.5
Changes in scope of consolidation* 7.8 (1.3)
Other changes 0.1 0.4
Net debt at end of period 370.3 212.5
* i.e., change in amounts payable and receivable on shares in companies acquired or sold.


Changes in liabilities arising from financing activities
The table below shows changes in liabilities arising from financing €21.8 million increase in lease liabilities due to the addition or
activities. The “Other” column includes the reclassification from modification of lease contracts (€18.7 million) and the effect of
longterm to short-term of the portions of the NEU MTN debt unwinding the discounting adjustment (€3.1 million).
and the Bpifrance loan due within one year for €25.0 million, a

Non-cash flows

Dec. 31, Change in Dec. 31,
In millions of euros 2023 Cash flows Scope Currency fair value Other 2024

Long- and medium-term borrowings 256.2 115.2 0.1 3.7 0.0 (25.7) 349.5
Current financial liabilities 7.0 51.0 (0.0) 0.1 0.0 25.2 83.3
Bank overdrafts 13.7 (5.2) 0.0 0.2 0.0 0.0 8.7
Current and non-current lease liabilities 53.9 (16.0) 4.1 0.6 0.0 21.8 64.4
Total liabilities arising from financing activities 330.9 145.0 4.2 4.5 0.0 21.2 505.8


Financial covenants at December 31, 2024
In connection with its various committed borrowings at Group borrowings ahead of schedule. Under the cross-default clauses,
level and in China, Mersen is required to comply with a number early repayment of one significant loan may trigger an obligation
of obligations, which are customary for this type of lending for the Group to repay other loans and borrowings.
arrangement, as presented below. Should it fail to comply with Mersen must comply with the following financial covenants at
some of these obligations, the banks or investors (for the US June 30 and December 31 each year:
private placement) may require Mersen to repay the relevant


Leverage (*) Gearing

Committed credit lines Ratio to be Dec. 31, Dec. 31, Ratio to be Dec. 31, Dec. 31,
and borrowings observed 2024 2023 observed 2024 2023
US private placement
Group syndicated loan <3.5 1.82 1.09 <1.3 0.42 0.25
Committed credit line – China
German private placement (2024-2030) <3.5 1.82 N/A N/A N/A N/A
German private placement (2019-2026) <3.5 1.82 1.09 N/A N/A N/A
(*) The calculation method is presented in the Definitions section at the beginning of this note.
253
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Details of the calculation of the Group’s covenant ratios for the two periods presented are as follows:

In millions of euros Dec. 31, 2024 Dec. 31, 2023
Net debt 370.3 212.5
Carrying amount of treasury shares (1.5) (6.8)
Covenant net debt (A) 368.8 205.6
Equity 882.4 817.7
Carrying amount of treasury shares 1.5 6.8
Net worth (B) 883.9 824.5
EBITDA before non-recurring items 205.5 202.7
EBITDA restatement on acquisitions for the period 12.2
IFRS 16 restatement (15.1) (13.7)
Covenant EBITDA (C) 202.6 189.0
Gearing (A)/(B) 0.42 0.25
Leverage (A)/(C) 1.82 1.09


The interest rate on the German private placement notes The Group complies with all of its financial covenants.
(“Schuldschein”) is indexed to the leverage ratio (<3.5). Exceeding At December 31, 2024, there were no material credit lines or
this cap does not correspond to an event of default but the borrowings secured by assets or guaranteed by third parties.
applicable margin would be increased.


Breakdown by interest rate and currency of debt at December 31, 2024

O/w maturity O/w maturity
In millions of euros Total < 5 years > 5 years

Gross debt 441.4 283.6 157.8
Cash and cash equivalents (51.3) (51.3) 0.0
Net position 390.1 232.3 157.8
Of which net fixed-rate position 223.8 143.0 80.8


Based on gross debt, at constant exchange rates compared Gross debt breaks down as 51% at fixed rates and 49% at variable
with December 31, 2024, and considering that cash and cash rates.
equivalents generate little or no interest income, a 100 basis-point Total gross debt at December 31, 2024 stood at €441.4 million.
rise in variable interest rates would lead to a €2.2 million increase The Group’s exposure to currency risk on its gross debt breaks
in the Group’s annual interest costs. down by currency as follows:


Currency %

EUR 31.4
USD 52.8
Other 15.8

The Group’s exposure to currency risk on its USD borrowings concerns both external and intra-group debt.
254
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Breakdown by currency of the drawdowns on credit lines and committed medium-
and long-term borrowings including the short-term portion at December 31, 2024
Operating receivables and payables all mature in less than one year. A breakdown of borrowings by maturity is shown below.


In millions of euros Total 1 year 1 to 5 years > 5 years

Borrowings in USD(1) 57.8 0.0 0.0 57.8
Borrowings in EUR 311.0 26.0 185.0 100.0
TOTAL 368.8 26.0 185.0 157.8
Amortization of issuance costs at the EIR(2) (1.5)
Fair value of interest-rate derivatives 0.0
TOTAL 367.2
(1) Only confirmed borrowings from non-Group companies (before currency hedging)
(2) Effective interest rate.

Out of the €185.0 million in debt with maturities of between one and five years, €34 million worth had maturities of between three and
five years at December 31, 2024.



Note 16 Right-of-use assets and lease liabilities

The Group is a lessee of various real estate assets (offices, vehicles and forklift trucks). At December 31, 2024, right-of-use
plants and warehouses), which represent the majority of its assets recognized in the statement of financial position totaled
lease liabilities in value terms. In terms of the number of leases, €59.7 million.
however, movable assets account for the majority (primarily


Land and
Right-of-use assets (in millions of euros) buildings Other Total

At January 1, 2023 48.2 5.3 53.5
Depreciation and impairment for the period (8.9) (3.2) (12.2)
Additions or modifications to right-of-use assets 6.8 3.8 10.6
Translation adjustments and other movements (1.3) (0.0) (1.4)
AT DECEMBER 31, 2023 44.7 5.8 50.6
At January 1, 2024 44.7 5.8 50.6
Depreciation and impairment for the period (10.7) (3.7) (14.3)
Additions or modifications to right-of-use assets 13.7 4.9 18.7
Changes in scope of consolidation 4.1 0.0 4.1
Translation adjustments and other movements 0.6 0.1 0.7
AT DECEMBER 31, 2024 52.5 7.2 59.7


At December 31, 2024, lease liabilities recognized in the statement Shanghai Co. Ltd plant for a further period of 10 years. The value
of financial position totaled €64.4 million, including €48.9 million of right-of-use assets differs from that of lease liabilities since
due in less than one year and €15.4 million due beyond one year. right-of-use assets are depreciated (and potentially impaired) on
The increase in right-of-use assets and lease liabilities over the a straight-line basis, while a declining-balance basis is used for
year primarily reflected renewal of the lease on the Mersen Xianda lease liabilities.
255
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Lease liabilities by maturity (in millions of euros) Dec. 31, 2024 Dec. 31, 2023

Non-current lease liabilities 48.9 40.1
Current lease liabilities 15.4 13.8
Total lease liabilities 64.4 53.9

In 2024, repayment of lease liabilities totaled €16.0 million and the financing component recognized in net financial income/(expense)
amounted to €3.1 million.

Movements in lease liabilities (in millions of euros)

At January 1, 2023 55.4
Commitments generated by additions or modifications to right-of-use assets 10.6
Repayment of lease liabilities (13.7)
Financing component of lease commitments 3.0
Translation adjustments and other movements (1.4)
AT DECEMBER 31, 2023 53.9
At January 1, 2024 53.9
Commitments generated by additions or modifications to right-of-use assets 18.7
Repayment of lease liabilities (16.0)
Financing component of lease commitments 3.1
Changes in scope of consolidation 4.1
Translation adjustments and other movements 0.6
AT DECEMBER 31, 2024 64.4

In 2024, total depreciation and impairment of right-of-use assets came to €14.3 million (€12.2 million in 2023), including impairment of
righ-to-fuse assets recognized in connection with adaptation plans for €1.8 million.

Amounts included in net income (in millions of euros) 2024 2023

Depreciation and impairment (14.3) (12.2)
Financing component of lease commitments (3.1) (3.0)


At December 31, 2024, the Group held a number of leases that low-value assets. Future minimum lease payment obligations
meet the exemption criteria under IFRS 16 (short-term and low- under these leases were not material at December 31, 2024.
value leases). These contracts mainly correspond to leases of
256
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 17 Fair value of financial instruments

The following tables show the fair value of the Group’s financial provide information about the fair value of financial assets and
assets and liabilities and their carrying amount in the statement liabilities, measured at their carrying amount, insofar as their
of financial position, as well as their ranking in the fair value carrying amount corresponds to a reasonable approximation of
hierarchy for instruments measured at fair value. They do not the fair value.


December 31, 2024
In millions of euros Carrying amount Fair value

Fair value
through
“Other items Financial
Statement of financial position Fair value of of compre- assets at Other Total
items and categories hedging hensive amortized financial carrying
of instruments Note instruments income” cost liabilities amount Level 1 Level 2 Level 3 TOTAL

Financial assets
measured at fair value
Unlisted equity interests 9 2.7 2.7 2.7 2.7
Derivatives held as current
and noncurrent assets 4 1.4 1.4 1.4 1.4
1.4 2.7 0.0 0.0 4.1 0.0 1.4 2.7 4.1
Financial assets
not measured at fair value
Current and non-current
financial assets 15 23.3 23.3
Trade receivables 11 176.7 176.7
Cash and cash equivalents 15 51.3 51.3
0.0 0.0 251.3 0.0 251.3
Financial liabilities
measured at fair value
Derivatives held as current
and noncurrent liabilities 4 (9.9) (9.9) (9.9) (9.9)
(9.9) 0.0 0.0 0.0 (9.9) 0.0 (9.9) 0.0 (9.9)
Financial liabilities
not measured at fair value
Bank borrowings 15 (349.5) (349.5) (336.8)
Bank overdrafts 15 (8.7) (8.7)
Current financial liabilities 15 (83.3) (83.3)
Trade payables (80.9) (80.9)
0.0 0.0 0.0 (522.3) (522.3)
Carrying amount by category (8.6) 2.7 251.3 (522.3) (276.9)
257
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
December 31, 2023
In millions of euros Carrying amount Fair value

Fair value
through
“Other items Financial
Statement of financial position Fair value of of compre- assets at Other Total
items and categories hedging hensive amortized financial carrying
of instruments Note instruments income” cost liabilities amount Level 1 Level 2 Level 3 TOTAL

Financial assets
measured at fair value
Unlisted equity interests 9 2.6 2.6 2.6 2.6
Derivatives held as current
and noncurrent assets 4 4.1 4.1 4.1 4.1
4.1 2.6 0.0 0.0 6.7 0.0 4.1 2.6 6.7
Financial assets
not measured at fair value
Current and non-current
financial assets 15 30.8 30.8
Trade receivables 11 168.8 168.8
Cash and cash equivalents 15 37.4 37.4
0.0 0.0 237.0 0.0 237.0
Financial liabilities
measured at fair value
Derivatives held as current and non-
current liabilities 4 (1.4) (1.4) (1.4) (1.4)
(1.4) 0.0 0.0 0.0 (1.4) 0.0 (1.4) 0.0 (1.4)
Financial liabilities
not measured at fair value
Bank borrowings 15 (256.2) (256.2) (239.6)
Bank overdrafts 15 (13.7) (13.7)
Current financial liabilities 15 (7.0) (7.0)
Trade payables (83.8) (83.8)
0.0 0.0 0.0 (360.8) (360.8)
Carrying amount by category 2.7 2.6 237.0 (360.8) (118.4)


Regarding financial derivative instruments (including foreign on brokers’ quoted prices. Similar contracts are negotiated on an
exchange forward contracts and interest rate swaps), the market active market and their price reflects transactions that include
comparable measurement technique is used. Fair value is based similar instruments.



Note 18 Non-recurring income and expenses

Non-recurring income and expenses break down as follows:

In millions of euros 2024 2023

Adaptation plans (excluding asset impairment) (9.0)
Impairment of assets (8.8) (1.9)
Capital gains/(losses) on asset disposals (0.5) (1.2)
Acquisition-related expenses and site start-up costs (2.3) (1.3)
Litigation and other expenses (3.0) (1.4)
TOTAL NON-RECURRING INCOME AND EXPENSES (23.5) (5.9)
258
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
In 2024, non-recurring income and expenses represented a net In 2023, non-recurring income and expenses represented a net
expense of €23.5 million and mainly included: expense of €5.9 million and mainly included:
■ cash costs, impairment losses or provisions set aside in ■ €1.9 million in asset impairment losses, including €0.6 million
connection with adaptation plans, for a total of €16.7 million relating to the Asan-Si plant in South Korea where Mersen
(including €7.7 million in asset impairment losses); Korea Co. Ltd used to operate and which was classified under
■ disposal losses of €0.5 million, including a €0.4 million loss on “Assets held for sale” at December 31, 2023;
the disposal of Mersen Hatan Electrical Carbon (Harbin) Co. ■ a €1.2 million disposal loss arising on the sale of Mersen
Ltd in early April 2024; Deutschland Linsengericht;
■ €2.3 million in due diligence costs incurred on acquisition ■ €1.3 million in due diligence costs incurred on acquisition
projects, including Graphite Machining, Inc. (GMI), Bar-Lo projects;
Carbon Products, Inc. and KTK Thermal Technologies; ■ €1.4 million in additions to provisions for litigation, particularly
■ €3.0 million in additions to provisions for litigation and other related to tax and commercial disputes.
risks, particularly related to tax and commercial disputes.



Note 19 Segment reporting

The Advanced Materials (AM) segment based on carbon materials, chemicals markets. Lastly, this segment includes graphite brushes
which includes the Graphite Specialties, Anticorrosion Equipment and brush holders that ensure the transfer of electricity.
and Power Transfer Technologies CGUs, brings together design The Electrical Power (EP) segment, comprising the Electrical
and manufacturing activities for materials such as isostatic Protection & Control and Solutions for Power Management
graphite, extruded graphite and insulation felt. It serves markets CGUs, offers a range of products and solutions to protect people
such as solar energy, providing isostatic graphite equipment for and equipment (fuses, surge protection devices) and to convert
solar cell and semiconductor manufacturing, for which it designs currents in terms of intensity, frequency or voltage (cooling
graphite and insulation felt solutions adapted to the very high- devices, fuses, bus bars, capacitors). It has developed a range
temperature manufacturing process for these components. The of fuses and bus bars specifically for the electric vehicle market.
Group also supplies graphite-based equipment for the corrosive

Operating segment performance

2024 2023

Unallocated Unallocated
Advanced – Holding Advanced – Holding
Materials Electrical company GROUP Materials Electrical company GROUP
In millions of euros (AM) Power (EP) costs TOTAL (AM) Power (EP) costs TOTAL
Sales 689.8 553.8 1,243.6 669.4 541.5 1,210.9
Proportion of total 55.5% 44.5% 100.0% 55.3% 44.7% 100.0%
EBITDA before
non-recurring items(1) 147.3 77.7 (19.5) 205.5 149.8 72.8 (20.0) 202.7
EBITDA before
non-recurring items margin(2) 21.4% 14.0% 16.5% 22.4% 13.4% 16.7%
Depreciation and amortization (51.2) (19.7) (3.6) (74.5) (44.8) (18.2) (2.3) (65.4)
Operating income
before non-recurring items 96.1 58.0 (23.0) 131.1 105.0 54.6 (22.3) 137.3
Operating margin
before non-recurring items(2) 13.9% 10.5% 10.5% 15.7% 10.1% 11.3%
Non-recurring income
and expenses (15.1) (8.3) (0.1) (23.5) (6.4) (0.8) 1.3 (5.9)
Operating income 81.0 49.7 (23.2) 107.5 98.6 53.8 (21.0) 131.4
Operating margin(2) 11.7% 9.0% 8.6% 14.7% 9.9% 10.9%
Net financial expense (24.0) (24.0) (19.3) (19.3)
Current and deferred income tax (22.0) (22.0) (26.2) (26.2)
Net income 61.5 85.9
(1) EBITDA before non-recurring items is equal to operating income before non-recurring items plus depreciation and amortization.
(2) Margins correspond to the ratio of the indicator to sales.
259
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Breakdown of sales and sales trends by geographical area
The following table breaks down Group sales by customer location. No single customer accounts for over 10% of the Group’s sales. The
number one customer accounted for 3.2% of the Group’s sales. The Group’s activities are not subject to any significant seasonal variation.

In millions of euros 2024 % 2023 %

France 93.2 7% 85.5 7%
Rest of Europe 307.0 25% 311.7 26%
North America 508.9 41% 463.1 38%
Asia-Pacific 297.7 24% 310.9 26%
Rest of the world 36.8 3% 39.7 3%
TOTAL 1,243.6 100% 1,210.9 100%


Segment assets

In millions of euros AM EP Dec. 31, 2024

Net fixed assets 886.0 293.5 1,179.5
Inventories 211.3 96.4 307.8
Trade receivables 112.0 64.7 176.7
Contract assets 1.9 1.9
Other operating receivables 17.3 9.7 27.0
TOTAL SEGMENT ASSETS 1,228.4 464.4 1,692.8
Deferred tax assets 24.8
Long-term portion of current tax assets 6.7
Short-term portion of current tax assets 4.5
Current financial assets 19.8
Current derivatives 1.4
Cash and cash equivalents 51.3
TOTAL UNALLOCATED ASSETS 108.6
TOTAL 1,801.4


Segment liabilities

In millions of euros AM EP Dec. 31, 2024

Trade payables 37.5 43.4 80.9
Contract liabilities 67.8 0.9 68.8
Other payables and other liabilities 91.0 49.2 140.1
Non-current and current provisions 15.3 7.3 22.7
Employee benefit obligations 25.7 6.7 32.4
TOTAL SEGMENT LIABILITIES 237.3 107.6 344.9
Deferred tax liabilities 53.8
Long- and medium-term borrowings 349.5
Non-current lease liabilities 48.9
Current lease liabilities 15.4
Short-term portion of current tax liabilities 4.6
Current financial liabilities 83.3
Current derivatives 9.9
Bank overdrafts 8.7
TOTAL UNALLOCATED LIABILITIES 574.1
TOTAL 919.0
260
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 20 Payroll costs and headcount

Group payroll costs (including temporary staff, social security This represents a like-for-like increase of 8.0%, mainly attributable
contributions, provisions for pension obligations and retirement to salary inflation and, to a lesser extent, to hiring during the year.
compensation) came to €419.1 million in 2024 compared with
€383.9 million in 2023.

Headcount of consolidated companies at end of period by geographical area

Geographical area Dec. 31, 2024 % Dec. 31, 2023 %

France 1,504 20% 1,415 19%
Rest of Europe 1,345 18% 1,422 19%
North America & Mexico 2,503 34% 2,496 33%
Asia 1,585 21% 1,697 23%
Rest of the world 529 7% 504 7%
TOTAL 7,466 100% 7,534 100%

The headcount was reduced by a 68 persons in 2024, mainly in Asia and Europe (excluding France). The net reduction was determined
after taking into account the employees of the companies in North America acquired during the year, who totaled 211 persons at the
year-end.


Headcount of consolidated companies at end of period by category

Categories Dec. 31, 2024 % Dec. 31, 2023 %

Operators and clerical workers 4,152 56% 4,345 58%
Technicians and supervisors 1,476 20% 1,432 19%
Engineers and managers 1,838 25% 1,757 23%
TOTAL 7,466 100% 7,534 100%




Note 21 Operating income

An analysis of operating income by category of income and expense is shown in the following table:

In millions of euros 2024 2023

Sales 1,243.6 1,210.9
Purchases of raw materials and goods for resale (327.9) (325.7)
Manufacturing costs (229.9) (233.1)
Salaries, incentives and profit-sharing (419.1) (383.9)
Depreciation and amortization (74.5) (65.4)
Other expenses (64.0) (63.6)
Impairment losses and provisions (19.3) (5.9)
Gains/(losses) on asset disposals (0.6) (1.0)
Financial components of operating income (0.8) (1.0)
OPERATING INCOME 107.5 131.4

Impairment losses and provisions, in the amount of €19.3 million, were mainly recognized in connection with the adaptation plans set
up by the Group during the year.
261
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 22 Net finance expense

In millions of euros 2024 2023

Amortization of bond issuance expenses (0.4) (0.4)
Interest on debt (13.7) (9.2)
Short-term financial expense (4.0) (3.9)
Hyperinflation – gain/(loss) on net monetary position (0.5) (0.5)
Commission on debt (0.6) (0.6)
Ineffective portion of interest-rate hedges (0.0) (0.0)
Financing component of lease commitments (3.1) (3.0)
Net interest income from employee benefits (1.7) (1.7)
NET FINANCIAL EXPENSE (24.0) (19.3)


The Group applies IAS 29 – Financial Reporting in Hyperinflationary a baseline of 100 from 2003) amounts to 2684.55, and reflects
Economies to the financial statements of its subsidiary Mersen inflation of 44.4% in the country since January 1, 2024.
Istanbul Sanayi Ürunleri A.S. (see Note 3-E for further details). To The net financial expense shown above does not include the
calculate the gain or loss on the net monetary position, the Group following items related to assets and liabilities that are not stated
refers to the Turkish consumer price index (CPI) published by at fair value through profit or loss:
the Turkish government. At end-December 2024, the CPI (using

Financial income and expenses recognized in other comprehensive income

In millions of euros 2024 2023

Change in fair value of currency hedges (2.7) 1.1
Change in fair value of interest rate hedges 0.0 (0.1)
Change in fair value of commodity hedges (1.6) (2.0)
Tax impact on changes recognized in equity 0.8 0.1
Financial income and expenses recognized
in other comprehensive income, net of tax (3.5) (0.8)




Note 23 Income tax

In millions of euros 2024 2023

Current income tax (21.8) (16.1)
Deferred income tax 0.6 (9.8)
Withholding tax (0.9) (0.3)
Actual income tax benefit (expense) recognized (22.0) (26.2)


Within the Group, there are consolidated tax groups in France, The OECD’s Pillar Two model rules – aimed at ensuring that
Germany, Italy, the United Kingdom (group relief) and the United multinationals pay a minimum level of tax on their profits – came
States. into force in the European Union on January 1, 2024. In the case
of Mersen, only one country – China – is considered to be a
The Group’s tax rate was 26.4% in 2024. This rate takes into
low-tax jurisdiction under Pillar Two rules, reflecting the Group’s
account non-recurring expenses linked to the adaptation plans
eligibility for the favorable tax treatment granted to high-tech
which will not give rise to tax savings in some jurisdictions.
companies in that country. In 2024, the Group recorded a top-up
Restated for the tax effects of these non-recurring expenses,
tax of €0.6 million on the profits of its Chinese operations.
the Group’s effective tax rate was 24.1% in 2024 compared with
23.4% in 2023.
262
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Analysis of income tax expense

In millions of euros 2024 2023

Net income 61.5 85.9
Current and deferred income tax (22.0) (26.2)
Income before tax 83.5 112.1
Current tax rate in France 25.83% 25.83%
Theoretical tax benefit/(expense) (income before tax x current income tax rate in France) (21.6) (29.0)
Difference between income tax rate in France and other jurisdictions 3.5 6.0
Permanent differences 0.5 (3.0)
Ceiling on deferred tax assets (4.5) (0.2)
Other 0.0 0.0
Actual income tax benefit (expense) recognized (22.0) (26.2)

The restrictions on the recognition of deferred tax assets mainly concern tax losses generated over the period by Group entities in
France, Germany, China, Mexico and the Netherlands.
The deferred tax assets and liabilities recognized in the statement of financial position are as follows:

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Deferred tax assets 24.8 21.3
Deferred tax liabilities (53.8) (46.7)
Deferred tax assets (liabilities), net (29.0) (25.4)

Changes in deferred taxes in 2024 were as follows:

Other
Net income/ comprehensive Translation
In millions of euros* 2023 (loss) income Other adjustments 2024

Depreciation of fixed assets (55.9) (2.1) 0.0 (0.7) (3.7) (62.4)
Inventories 5.7 0.3 0.0 (0.0) 0.0 6.0
Employee benefit obligations 9.6 (0.0) (1.6) 0.1 (0.1) 7.9
Tax loss carryforwards 10.8 0.1 0.0 0.0 0.1 11.0
Other 4.5 2.4 0.8 0.5 0.4 8.5
Deferred tax assets (liabilities), net (25.4) 0.6 (0.8) (0.1) (3.3) (29.0)
* (- liabilities / + assets).


Deferred tax assets are recognized only to the extent that they tax loss carryforwards of the French tax group, which are the most
are recoverable. Given the short- and medium-term taxable significant losses at Group level, are determined on the basis of
income outlook in certain markets and geographic regions, and 8-year taxable income projections, taking into account the annual
in accordance with local tax rules, deferred taxes have been cap on the utilization of tax losses at 50% of taxable profits for
recognized on certain losses. Tax loss carryforwards giving rise to the year in excess of €1 million.
the recognition of deferred tax assets mainly concern the French
Unrecognized deferred tax assets correspond to tax loss
and American tax groups, and more marginally certain Group
carryforwards of €106 million in France (French tax group),
entities in China (the corresponding deferred tax assets for these
€23 million in Germany, €18 million in China, €4 million in Morocco
three tax jurisdictions amount to €8.5 million, €1.6 million and
and €4 million in Austria.
€0.8 million respectively). Recognizable deferred tax assets for
263
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 24 Earnings per share

Basic and diluted earnings per share are presented below:

2024 2023

Net income attributable to Mersen shareholders (in millions of euros) 59.0 81.6
Weighted average number of ordinary shares* used to calculate basic earnings per share 24,301,531 23,294,929
Maximum effect of dilutive potential ordinary shares 640,286 583,860
Weighted average number of ordinary shares* used to calculate diluted earnings per share 24,941,817 23,878,789
Basic earnings per share (in euros) 2.43 3.50
Diluted earnings per share (in euros) 2.37 3.42
* Excluding treasury shares.


During the year, the Group recognized significant non-recurring expenses related to adaptation plans. Excluding these expenses (and
the related tax effect), 2024 net income and earnings per share would be as follows:

2024

Net income 59.0
Non-recurring expenses related to the adaptation plan 16.7
Related tax effect (2.2)
Restated net income 73.5


2024

Net income attributable to Mersen shareholders, restated (in millions of euros) 73.5
Weighted average number of ordinary shares* used to calculate basic earnings per share 24,301,531
Maximum effect of dilutive potential ordinary shares 640,286
Weighted average number of ordinary shares* used to calculate diluted earnings per share 24,941,817
Basic earnings per share, restated (in euros) 3.03
Diluted earnings per share, restated (in euros) 2.95
* Excluding treasury shares.




Note 25 Dividends

The Annual General Meeting of May 16, 2024 approved a dividend proposed in respect of fiscal year 2024 stands at €0.90 per share,
payout of €1.25 per share in respect of 2023. The dividend representing an aggregate amount of €22 million.



Note 26 Related party disclosures

Mersen SA is a holding company that manages its investments 1 - Relations with unconsolidated
in subsidiaries and affiliates and the Group’s financing activities, subsidiaries
and charges subsidiaries for services related to the intangible
assets that it owns. Sales generated by the Group with unconsolidated subsidiaries
came to €9.2 million in 2024 (€8.8 million in 2023).
Mersen SA belongs to the Mersen group, which encompasses
93 consolidated and unconsolidated companies in 32 countries. In 2024, the management and administrative fees charged
to unconsolidated subsidiaries by the Group (deducted from
Transactions between the Group’s consolidated companies are administrative costs) amounted to €0.1 million, the same amount
eliminated for consolidation purposes. as in 2023.
The amounts receivable by the Group from its unconsolidated
subsidiaries totaled €2.7 million at December 31, 2024 and there
were no amounts payable to those subsidiaries at that date.
At December 31, 2024, shareholder advances granted to
unconsolidated subsidiaries represented a nil amount (as in 2023).
264
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
2 - Compensation and benefits paid to key executives
The table below sets out the annual compensation for the Group’s Chief Executive Officer for 2024.

In millions of euros 2024 2023

Salaries, bonuses, benefits in kind 0.9 1.3
Top-up pension plan payments(1) 0.3 0.3
TOTAL 1.2 1.6
(1) By contract, the Chief Executive Officer is entitled to the benefit of a top-up pension plan, defined as follows: provided that the person is still employed by the Group upon
his or her retirement, this regime guarantees a top-up pension income of 10-20%, depending on length of service, of the basic reference salary during the final three
years prior to retirement plus a flat-rate of 50% of the maximum bonus. The actuarial obligation was assessed at December 31, 2024 at €5.6 million (versus €5.2 million
at December 31, 2023).


Should his or her appointment be terminated (barring gross or Should his or her term of office as Chief Executive Officer end
willful misconduct), the Chief Executive Officer will receive a (except due to retirement), and in return for signing a one-
severance payment of no more than 0.5 times the total gross year non-compete and non-solicitation undertaking, the Chief
compensation and benefits paid to him or her in respect of Executive Officer will receive a monthly payment equivalent to
the 36-month period preceding termination, subject to the 50% of the gross fixed monthly compensation that he or she
attainment of performance criteria. Should the responsibilities received immediately prior to the termination of his or her term
and/or remuneration of the Chief Executive Officer be modified of office. This payment will be made in 12 monthly installments.
substantially following a take-over of the Company, and if as a The Company may decide to forgo this non-compete and non-
result, he or she decides to leave the Company, he or she would solicitation clause and thus free itself from its obligation of making
be entitled to the same Severance Pay. this monthly payment, by informing the Chief Executive Officer of
its decision within a notice period of two months of the termination
of his or her term of office.

■ Free shares – executives plan

2021 plan 2022 plan 2023 plan 2024 plan

Date of allocation decision May 20, 2021 May 19, 2022 May 16, 2023 May 16, 2024
Total number of shares allocated 12,600 13,230 12,600 17,321
Share price at allocation date (in euros) 23.59 24.31 25.26 28.18
End of vesting period May 20, 2024 May 19, 2025 May 16, 2026 May 16, 2027
End of holding period May 21, 2024 May 20, 2025 May 17, 2026 May 17, 2027


3 - Other agreements
The Group has not entered into any material agreements or commitments with other parties aside from the one described above concerning
the non-compete clause, termination of term in office and pension plan of the Chief Executive Officer, Luc Themelin.
265
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 27 Off-balance sheet commitments

The table below summarizes the Group’s off-balance sheet commitments.

In millions of euros Dec. 31, 2024 Dec. 31, 2023

Contract bonds 57.1 50.6
Payment guarantee on acquisitions 0.0 0.0
Other guarantees 8.0 8.0
Other commitments given 16.6 12.9
TOTAL 81.7 71.5


Nature except when they cover certain long-term contracts, in which
The €6.5 million year-on-year increase in contract bonds mainly case their term does not exceed 4.5 years.
corresponds to advance payment bonds issued in 2023 to
Control
customers in connection with commercial contracts, particularly
in the United States. Under the Group’s internal control organization, Group companies
are not authorized to enter into transactions giving rise to off-
The “other guarantees” item, which amounted to €8.0 million, balance sheet commitments without obtaining the prior approval
corresponds to a guarantee covering the maximum daily drawings of the Group’s Finance Department or Executive Management
by subsidiaries under the European cash pooling arrangements. and, where appropriate, of the Board of Directors. Nonetheless,
The €3.7 million increase in “Other commitments given” essentially certain Group companies have the option of issuing market
relates to purchase contracts for capital expenditure programs. guarantees not exceeding €150,000 with a maturity of less than
two years without prior authorization in the normal course of their
Maturity business activities. These guarantees are listed in the documents
Off-balance sheet commitments with a maturity of over one year completed by the companies as part of the account consolidation
amounted to €38.8 million. They include the €8 million guarantee procedure.
linked to the European cash pooling system, which remains in As far as the Company is aware, no material off-balance sheet
force for as long as the cash pooling agreements are in place. commitments under the accounting standards in force have been
Contract bonds generally have a term of less than one year, omitted.



Note 28 Subsequent events

As part of its growth plan and in order to refinance its 2025-2026 maturing in 2032, both of which are redeemable at maturity. The
debt maturities, on February 4, 2025 Mersen set up a second notes were placed with a pool of North American investors and
US private placement (“USPP”), comprising a USD 100 million the funds will become available in April 2025.
tranche maturing in 2035, and a second €90 million tranche
266
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 29 Consolidation scope at December 31, 2024

MERSEN

MERSEN Galaxy MERSEN China 100% 100% MERSEN 100% MERSEN Scotland
New Materials 60% Holding Co Ltd Scot. Holding Ltd Holytown Ltd
(Yantai) Co Ltd China United Kingdom United Kingdom
China
100% MERSEN France Mersen France
MERSEN Benelux BV 100% 100%
Angers SAS Pontarlier SAS
Shanghai ASP Netherlands 100% MERSEN France France
Lightning Protective 100% SB SAS France
Technology Co Ltd MERSEN Nordic AB 100% France
China 100% MIRO Holding 100% FUSES
Sweden 91,27 % France SAS
8.7% & SWITCHGEAR
MERSEN FMA France Hong Kong
MERSEN 60% Japan KK
Yantai Co Ltd MERSEN 100% 100%
Korea Co Ltd Japan NOLAM Tunisie
China Tunisia
South Korea 100 %
MERSEN 100% MERSEN Japan KK 100% MERSEN
Shanghai Co Ltd MERSEN Istanbul 100% Japan Österreich Wien GmbH
China 6DQD\LhUQOHUL$ù Austria
Turkey
MERSEN 100%
MERSEN Xianda 100% 100% Deutschland MERSEN CZ S.R.O.
Shanghai Co Ltd MERSEN Colombia SA 79.96% Jestetten GmbH
Czech Republic
China Colombia Germany 100% MERSEN
Hungaria Kft
MERSEN 100% MERSEN do Brasil Ltda 100% 100% MERSEN Canada Hungaria
Chongqing Co Ltd Brazil Dn Ltée / Ltd
China 100% Fusetech Kft.
Canada Hungaria
MERSEN 100% 84.1%
MERSEN 100% India Pvt Ltd MERSEN Canada 100 % MERSEN France
Kunshan Co Ltd India La Mure SAS
China Toronto Inc.
Canada France
MERSEN France 100% 15.89%
MERSEN 100% Gennevilliers SAS
MERSEN USA 100% Pudong Co Ltd
GS-GMI Corp. France
China
United States MERSEN
100% Deutschland 100% GAB NEUMANN
MERSEN France 100% GmbH
MERSEN E-mobility 100% Amiens SAS Holding GmbH & Co KG
MERSEN USA 100% Shanghai Co Ltd Germany
GS-ACT Corp. France Germany
China
United States 90% 100% ftcap GmbH
MERSEN France 100% 10% MERSEN Germany
MERSEN Zhejiang 100% Py SAS
MERSEN USA 100% Co Ltd Deutschland
France Frankfurt GmbH
GS-NAC Corp. China MERSEN
United States Germany 100% Deutschland Suhl GmbH
MERSEN Boostec SAS 95% Germany
MERSEN USA France 100% MERSEN
GS-SPV-Topton 100% Maroc SARL 100% MERSEN
GMI LLC MERSEN 100% Morocco Deutschland
United States Mexico Monterrey, Eggolsheim GmbH
S. de RL de CV Germany
Mexico
MERSEN USA
GS-SPV-Topton 100% MERSEN Österreich
100% Hittisau Ges.m.b.H
ACT LLC MERSEN 100%
United States SCHWEIZ AG Austria
Switzerland
MERSEN USA 100% MERSEN UK 100% MERSEN UK
GS-SPV-Topton 100% LRIC SL 100% Holdings Ltd Portslade Ltd
Field LLC Spain United Kingdom United Kingdom
United States 100%
CIRPROTEC SL 100%
MERSEN USA LE CARBONE
MERSEN USA 100% Spain (Holdings) Ltd
GS-SPV-Robesonia 100% GS Corp.
United States United Kingdom
ACT LLC MERSEN 100%
United States Ibérica BCN, SA MERSEN UK
100% 100%
MERSEN USA Spain Teesside Ltd
PTT Corp. United Kingdom
Bar-Lo Carbon 100% United States
Products Inc. MERSEN Ibérica, SA 50.05% 14.47%
United States Spain
MERSEN USA 100% 54.7% MERSEN South Africa 65% MERSEN MZANSI
ACE Corp. (Pty) Ltd (Pty) Ltd
MERSEN MERSEN USA 100% South Africa South Africa
de México Juarez, 100% Holding Corp.
MERSEN USA 100% 100% MERSEN Italia Spa. 100% MERSEN Italia
SA de CV United States
Mexico EP Corp. Italy Malonno Srl
United States Italy

MERSEN USA 100% MERSEN
100% MERSEN USA 100% Oceania, Pty Ltd
EV LLC GSTN Corp.
United States Australia
United States
100% MERSEN Corporate
KTK Thermal 100% MERSEN USA 100% Services SAS
Technologies, Inc. SPM Corp. France
United States United States
100% MERSEN
La Défense SAS
France

100% MERSEN
Europe EV SAS
France
267
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
List of consolidated companies

Consolidation
method % of Group
FC: fully consolidated % of Group control interests

1. MERSEN (France) FC 100 100
2. MERSEN France Amiens S.A.S (France) FC 100 100
3. MERSEN France Gennevilliers S.A.S (France) FC 100 100
4. MERSEN France Py S.A.S (France) FC 100 100
5. MERSEN Corporate Services S.A.S (France) FC 100 100
6. MERSEN France SB S.A.S (France) FC 100 100
- MERSEN France La Mûre S.A.S (France) FC 100 100
- MERSEN France Angers S.A.S (France) FC 100 100
- MERSEN France Pontarlier S.A.S (France) FC 100 100
- MERSEN Österreich Wien Gmbh (Austria) FC 100 100
- MERSEN CZ S.R.O. (Czech Republic) FC 100 100
- MERSEN Hungaria Kft (Hungary) FC 100 100
- NOLAM Tunisie SARL (Tunisia) FC 100 100
- MIRO Holding France SAS (France) FC 100 100
- FUSES & SWITCHGEAR (Hong Kong) FC 100 100
- MERSEN FMA Japan KK (Japan) FC 100 100
- MERSEN Japan KK (Japan) FC 100 100
- Fusetech Kft. (Hungary) FC 100 100
7. MERSEN Boostec S.A.S (France) FC 95 95
8. MERSEN La Défense S.A.S (France) FC 100 100
9. MERSEN Europe EV SAS (France) FC 100 100
10. MERSEN Deutschland Holding GmbH & Co. KG (Germany) FC 100 100
- MERSEN Deutschland Frankfurt GmbH (Germany) FC 100 100
- MERSEN Österreich Hittisau Ges.m.b.H. (Austria) FC 100 100
- MERSEN Deutschland Suhl GmbH (Germany) FC 100 100
- MERSEN Deutschland Eggolsheim GmbH (Germany) FC 100 100
- ftcap GmbH (Germany) FC 100 100
- GAB Neumann GmbH (Germany) FC 100 100
11. MERSEN Deutschland Jestetten GmbH (Germany) FC 100 100
12. MERSEN Ibérica S.A (Spain) FC 50 50
13. MERSEN Ibérica BCN S.A (Spain) FC 100 100
14. Cirprotec S.L. (Spain) FC 100 100
15. LRIC S.L. (Spain) FC 100 100
16. MERSEN UK Holdings Ltd. (United Kingdom) FC 100 100
- Le Carbone (Holdings) Ltd. (United Kingdom) FC 100 100
- MERSEN UK Portslade Ltd. (United Kingdom) FC 100 100
- MERSEN UK Teesside Ltd. (United Kingdom) FC 100 100
17. MERSEN Scot. Holding Ltd. (United Kingdom) FC 100 100
- MERSEN Scotland Holytown Ltd. (United Kingdom) FC 100 100
18. MERSEN Italia Spa. (Italy) FC 100 100
- MERSEN Italia Malonno Srl (Italy) FC 100 100
19. MERSEN Benelux BV (Netherlands) FC 100 100
20. MERSEN Nordic AB (Sweden) FC 100 100
21. MERSEN Schweiz AG (Switzerland) FC 100 100
22. MERSEN Canada Dn Ltée/Ltd. (Canada) FC 100 100
- MERSEN Canada Toronto Inc. (Canada) FC 100 100
268
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Consolidation
method % of Group
FC: fully consolidated % of Group control interests

23. MERSEN USA Holding Corp. (United States) FC 100 100
- MERSEN USA PTT Corp. (United States) FC 100 100
- MERSEN USA GS Corp (United States) FC 100 100
- MERSEN USA GS GMI Corp (United States) FC 100 100
- MERSEN USA GS-ACT Corp (United States) FC 100 100
- MERSEN USA GS-NAC Corp (United States) FC 100 100
- MERSEN USA GS-SPV-Topton GMI LLC (United States) FC 100 100
- MERSEN USA GS-SPV-Topton ACT LLC (United States) FC 100 100
- MERSEN USA GS-SPV-Topton Field LLC (United States) FC 100 100
- MERSEN USA GS-SPV-Robesonia ACT LLC (United States) FC 100 100
- Bar-Lo Carbon Products, Inc. (United States) FC 100 100
- MERSEN USA ACE Corp (United States) FC 100 100
- MERSEN USA EP Corp (United States) FC 100 100
- MERSEN de México Juarez, S.A DE. C.V (Mexico) FC 100 100
- MERSEN USA EV LLC (United States) FC 100 100
- MERSEN USA SPM Corp. (United States) FC 100 100
- KTK Thermal Technologies, Inc. (United States) FC 100 100
- MERSEN USA GSTN Corp. (United States) FC 100 100
24. MERSEN Mexico Monterrey, S de R.L. de C.V. (Mexico) FC 100 100
25. MERSEN Oceania, Pty Ltd. (Australia) FC 100 100
26. MERSEN Korea Co. Ltd. (South Korea) FC 100 100
27. MERSEN India Pvt. Ltd. (India) FC 100 100
28. MERSEN China holding Co. Ltd (China) FC 100 100
- MERSEN Pudong Co. Ltd (China) FC 100 100
- MERSEN Chongqing Co. Ltd (China) FC 100 100
- MERSEN Kunshan Co. Ltd (China) FC 100 100
- MERSEN Xianda Shanghai Co. Ltd (China) FC 100 100
- MERSEN Shanghai Co. Ltd (China) FC 100 100
- MERSEN Yantai Co. Ltd (China) FC 60 60
- Shanghai ASP Lightning Protective Technology Co. Ltd (China) FC 100 100
- MERSEN Galaxy New Materials (Yantai) Co. Ltd (China) FC 60 60
- MERSEN Zhejiang Co. Ltd (China) FC 100 100
- MERSEN E-mobility Shanghai Co Ltd (China) FC 100 100
29. MERSEN South Africa PTY Ltd (South Africa) FC 69 69
- MERSEN Mzansi PTY Ltd (South Africa) FC 65 45
30. MERSEN do Brasil Ltda. (Brazil) FC 100 100
31. MERSEN Istanbul Sanayi Ürünleri (Turkey) FC 100 100
32. MERSEN Colombia S.A (Colombia) FC 80 80
33. MERSEN Maroc S.A.R.L (Morocco) FC 100 100
269
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6
Note 30 Approval of the financial statements

The Group’s consolidated financial statements for the year ended December 31, 2024 were approved by the Board of Directors at its
meeting on March 11, 2025.



Note 31 Fees paid to the Statutory Auditors and members
of their networks by the Group

KPMG EY

Statutory Auditors Statutory Auditors
and their network and their network
(In thousands of euros)
Fees % Fees %

Audit of individual company financial statements and consolidated
financial statements and limited review of half-yearly financial statements
• Entity 217 17% 201 20%
• Controlled entities 873 68% 770 75%
SUB-TOTAL A 1,090 85% 971 95%
Other regulatory and legally required services
• Entity 0 0% 0 0%
• Controlled entities 0 0% 0 0%
SUB-TOTAL B 0 0% 0 0%
Other services provided at the request of the entity
• Entity 33 3% 4 0%
• Controlled entities 157 12% 52 5%
SUB-TOTAL C 190 15% 56 5%
OTHER NON-AUDIT SERVICES
SUB-TOTAL D = B + C 196 15% 55 5%
TOTAL E = A + D 1,280 100% 1,027 100%
270
CONSOLIDATED FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
6
STATUTORY AUDITORS’ REPORT
ON THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2024
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report includes information specifically required by European regulations or French law, such as information
about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French
law and professional auditing standards applicable in France.



To the Shareholders of Mersen, Independence
We conducted our audit engagement in compliance with the
independence rules provided for in the French Commercial
Code (Code de commerce) and the French Code of Ethics
Opinion (Code de déontologie) for Statutory Auditors, for the period from
January 1, 2024 to the date of our report, and, in particular, we
In compliance with the engagement entrusted to us by your did not provide any non-audit services prohibited by Article 5(1)
Annual General Meeting, we have audited the accompanying of Regulation (EU) No. 537/2014.
consolidated financial statements of Mersen for the year ended
December 31, 2024.
In our opinion, the consolidated financial statements give a true
and fair view of the assets and liabilities and of the financial Justification of assessments –
position of the Group at December 31, 2024 and of the results
of its operations for the year then ended in accordance with Key audit matters
International Financial Reporting Standards as adopted by the
European Union. In accordance with the requirements of Articles L.821-53 and
R.821-180 of the French Commercial Code relating to the
The audit opinion expressed above is consistent with our report
justification of our assessments, we inform you of the key audit
to the Audit and Accounts Committee.
matters relating to the risks of material misstatement that, in our
professional judgment, were the most significant in our audit of the
consolidated financial statements, as well as how we addressed
those risks.
Basis for opinion These matters were addressed as part of our audit of the
consolidated financial statements as a whole, and therefore
contributed to the opinion we formed as expressed above.
Audit framework We do not provide a separate opinion on specific items of the
We conducted our audit in accordance with professional standards consolidated financial statements.
applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Our responsibilities under these standards are further described in
the “Responsibilities of the Statutory Auditors relating to the audit
of the consolidated financial statements” section of our report.
271
CONSOLIDATED FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
6
Measurement of goodwill

Description of risk How our audit addressed this risk
At December 31, 2024, the net value of goodwill amounted to We obtained an understanding of the methods used by
€298 million against total assets of €1,801 million. management to perform the impairment tests and, in particular:
As indicated in Note 3-G.1 to the consolidated financial statements, ■ assessed the process for drawing up and approving the 2025
goodwill is tested for impairment whenever there is an indication budget and projections for the four following years;
of a loss of value or otherwise at least once a year by comparing ■ analyzed the consistency of cash flow forecasts with past
the carrying amount of the relevant assets with their value in use. performance, the market outlook, and the forecasts provided
The methods used to perform impairment tests and details of to the Board of Directors;
the assumptions used are described respectively in Notes 3-G.1 ■ assessed, by including valuation experts in our audit team, the
and 7 to the consolidated financial statements. assumptions used by management to determine the discount
Value in use is determined from discounted projections of future rate;
operating cash flows over five years, and a terminal value. The ■ reviewed the sensitivity analyses performed for the impairment
discount rate used for these calculations is the weighted average tests.
cost of capital after tax for each cash generating unit to which the
goodwill is allocated. Lastly, we assessed the appropriateness of the disclosures
provided in the notes to the consolidated financial statements.
We deemed the measurement of goodwill to be a key audit matter
due to the materiality of these assets in the consolidated financial
statements and the method of determining their value in use,
which relies primarily on estimates, in turn requiring management
to use assumptions and judgments, as described in Note 3-W to
the consolidated financial statements.




Specific verifications Other verifications
As required by legal and regulatory provisions and in accordance and information pursuant
with professional standards applicable in France, we have also
verified the information pertaining to the Group presented in the
to legal and regulatory
Board of Directors’ management report. requirements
We have no matters to report as to its fair presentation and its
consistency with the consolidated financial statements.
Presentation of the consolidated
financial statements to be included
in the annual financial report
In accordance with professional standards applicable to the
Statutory Auditors’ procedures for annual and consolidated
financial statements presented according to the European
single electronic reporting format, we have verified that the
presentation of the consolidated financial statements to be
included in the annual financial report referred to in paragraph I of
Article L.451-1-2 of the French Monetary and Financial Code
(Code monétaire et financier) and prepared under the Chief
Executive Officer’s responsibility, complies with this format, as
defined by European Delegated Regulation No. 2019/815 of
December 17, 2018. As it relates to the consolidated financial
statements, our work included verifying that the markups in
the financial statements comply with the format defined by the
aforementioned Regulation.
272
CONSOLIDATED FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
6
On the basis of our work, we conclude that the presentation
of the consolidated financial statements to be included in the
Responsibilities
annual financial report complies, in all material respects, with the
European single electronic reporting format.
of the Statutory Auditors
It is not our responsibility to ensure that the consolidated financial
relating to the audit
statements to be included by the Company in the annual financial
report filed with the AMF correspond to those on which we carried
of the consolidated financial
out our work. statements
Appointment of the Statutory Auditors
Objective and audit approach
We were appointed Statutory Auditors of Mersen by the Annual
General Meetings held on May 12, 2004 for KPMG SA and May Our role is to issue a report on the consolidated financial
19, 2022 for Ernst & Young Audit. statements. Our objective is to obtain reasonable assurance about
whether the consolidated financial statements as a whole are
At December 31, 2024, KPMG SA and Ernst & Young Audit free of material misstatement. Reasonable assurance is a high
were in the twenty-first and the third consecutive year of their level of assurance, but is not a guarantee that an audit conducted
engagement, respectively. in accordance with professional standards will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
Responsibilities the economic decisions taken by users on the basis of these
consolidated financial statements.
of management and those As specified in Article L.821-55 of the French Commercial Code,
charged with governance our audit does not include assurance on the viability or quality of
the Company’s management.
for the consolidated financial As part of an audit conducted in accordance with professional
statements standards applicable in France, the Statutory Auditors exercise
professional judgment throughout the audit. They also:
Management is responsible for preparing consolidated financial ■ identify and assess the risks of material misstatement in the
statements giving a true and fair view in accordance with consolidated financial statements, whether due to fraud or error,
International Financial Reporting Standards as adopted by design and perform audit procedures in response to those
the European Union and for implementing the internal control risks, and obtain audit evidence considered to be sufficient
procedures it deems necessary for the preparation of consolidated and appropriate to provide a basis for their opinion. The risk
financial statements that are free of material misstatement, of not detecting a material misstatement resulting from fraud is
whether due to fraud or error. higher than for one resulting from error, as fraud may involve
In preparing the consolidated financial statements, management collusion, forgery, intentional omissions, misrepresentations,
is responsible for assessing the Company’s ability to continue or the override of internal control;
as a going concern, disclosing, as applicable, matters related to ■ obtain an understanding of the internal control procedures
going concern, and using the going concern basis of accounting, relevant to the audit in order to design audit procedures that
unless it expects to liquidate the Company or to cease operations. are appropriate in the circumstances, but not for the purpose
The Audit and Accounts Committee is responsible for monitoring of expressing an opinion on the effectiveness of the internal
the financial reporting process and the effectiveness of internal control;
control and risk management systems, as well as, where ■ evaluate the appropriateness of accounting policies used
applicable, any internal audit systems, relating to accounting and and the reasonableness of accounting estimates made by
financial reporting procedures. management and the related disclosures in the notes to the
The consolidated financial statements were approved by the consolidated financial statements;
Board of Directors.
273
CONSOLIDATED FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
6
■ assess the appropriateness of management’s use of the going Report to the Audit and Accounts
concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
Committee
or conditions that may cast significant doubt on the Company’s We submit a report to the Audit and Accounts Committee which
ability to continue as a going concern. This assessment is includes, in particular, a description of the scope of the audit and
based on the audit evidence obtained up to the date of the the audit program implemented, as well as the results of our
audit report. However, future events or conditions may cause audit. We also report any significant deficiencies in internal control
the Company to cease to continue as a going concern. If the that we have identified regarding the accounting and financial
Statutory Auditors conclude that a material uncertainty exists, reporting procedures.
they are required to draw attention in the audit report to the Our report to the Audit and Accounts Committee includes the
related disclosures in the consolidated financial statements or, risks of material misstatement that, in our professional judgment,
if such disclosures are not provided or are inadequate, to issue were the most significant in the audit of the consolidated financial
a qualified opinion or a disclaimer of opinion; statements and which constitute the key audit matters that we are
■ evaluate the overall presentation of the consolidated financial required to describe in this report.
statements and assess whether these statements represent the We also provide the Audit and Accounts Committee with the
underlying transactions and events in a manner that achieves declaration provided for in Article 6 of Regulation (EU) No.
fair presentation; 537/2014, confirming our independence within the meaning of
■ obtain sufficient appropriate audit evidence regarding the the rules applicable in France, as defined in particular in Articles
financial information of the entities or business activities within L.821-27 to L.821-34 of the French Commercial Code and in the
the Group to express an opinion on the consolidated financial French Code of Ethics for Statutory Auditors. Where appropriate,
statements. The Statutory Auditors are responsible for the we discuss any risks to our independence and the related
management, supervision and performance of the audit of the safeguard measures with the Audit and Accounts Committee.
consolidated financial statements and for the opinion expressed
thereon.



Paris-La Défense, March 28, 2025
The Statutory Auditors
KPMG S.A. ERNST & YOUNG Audit

Alexandra Saastamoinen Pierre Bourgeois
274
275




7 PARENT COMPANY
FINANCIAL STATEMENTS

STATEMENT OF INCOME 276

STATEMENT OF FINANCIAL POSITION 278

NOTES TO THE STATEMENT OF FINANCIAL POSITION
AND STATEMENT OF INCOME 280

LIST OF SUBSIDIARIES AND EQUITY INTERESTS 293

STATUTORY AUDITORS’ REPORT
ON THE FINANCIAL STATEMENTS 294

FIVE-YEAR FINANCIAL SUMMARY 298
276
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF INCOME
7
STATEMENT OF INCOME
(In thousands of euros) 2024 2023

OPERATING REVENUES (1)
Revenues
Other revenues 3,071 3,009
TOTAL SALES 3,071 3,009
Operating subsidies
Reversals of operating provisions 65 5
Transferred operating costs 346 375
Other income 37,012 38,149
TOTAL 1 40,494 41,538
OPERATING EXPENSES (2)
Other purchases 1 18
External charges 39,011 30,053
Taxes other than income tax 808 811
Wages and salaries 2,210 2,241
Social security charges 822 1,138
Depreciation, amortization and charges to provisions:
- against fixed assets: depreciation and amortization 1,051 993
- for liabilities and charges: charges to provisions 934 1,149
Other expenses 305 281
TOTAL 2 45,142 36,684
OPERATING INCOME (EXPENSE) (TOTAL 1 - 2) (4,648) 4,854
277
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF INCOME
7

(In thousands of euros) 2024 2023

FINANCIAL INCOME (3)
Income from equity interests 61,158 49,898
Other income from fixed assets
Other interest and related income 10,709 6,901
Reversals of depreciation, amortization and charges to provisions 3,845 22,653
Foreign exchange gains 11,557 13,052
TOTAL 3 87,269 92,504
FINANCIAL EXPENSES (4)
Depreciation, amortization and charges to provisions 33,144 37,870
Interest and related expenses 19,158 12,379
Foreign exchange losses 15,377 16,150
TOTAL 4 67,679 66,399
NET FINANCIAL INCOME (3 - 4) 19,590 26,105
INCOME BEFORE TAX AND NON-RECURRING ITEMS 14,942 30,959
NON-RECURRING INCOME
Management transactions 61 9
Capital transactions 17,471 8,193
Reversals of provisions and transferred costs 3,338 1,100
TOTAL 5 20,870 9,302
NON-RECURRING EXPENSES
Management transactions 140 205
Capital transactions 21,149 5,342
Depreciation, amortization and charges to provisions
TOTAL 6 21,289 5,548
NET NON-RECURRING INCOME (TOTAL 5 - 6) (419) 3,754
INCOME TAX 2,322 1,655
NET INCOME FOR THE YEAR 16,846 36,368
TOTAL INCOME 150,956 144,999
TOTAL EXPENSES 134,110 108,631
278
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
7
STATEMENT OF FINANCIAL POSITION
ASSETS

Dec. 31, 2024 Dec. 31, 2023

Depreciation and
(In thousands of euros) Gross amortization Net Net

FIXED ASSETS
Intangible fixed assets
Start-up costs 4,131 1,652 2,479 3,305
Concessions, patents, licenses, brands 8,748 7,787 961 1,074
Intangible assets in progress
SUB-TOTAL 12,879 9,439 3,439 4,378
Property, plant and equipment
Other 1,095 418 677 786
Property, plant and equipment in progress
Advances and down payments
SUB-TOTAL 1,095 418 677 786
Financial fixed assets
Equity interests 777,349 202,600 574,749 449,198
Loans and advances to equity interests 335,849 2,803 333,046 269,478
Other fixed assets 5
Other 1,888 136 1,752 2,346
SUB-TOTAL 1,115,086 205,539 909,547 721,027
TOTAL A 1,129,059 215,396 913,663 726,191
CURRENT ASSETS
Advances and down payments paid on orders
Trade receivables and related accounts 14,217 14,217 1,614
Other receivables (a) 131,110 2,320 128,790 126,556
Investment securities 450 450 5,589
Cash and cash equivalents 1,296 1,296 1,365
Cash instruments 966 966 2,431
ACCRUALS
Prepaid expenses 883 883 469
TOTAL B 148,921 2,320 146,601 138,026
Deferred costs C 1,525 1,525 1,519
Foreign currency translation losses D 11,940 11,940 5,485
TOTAL (A+B+C+D) 1,291,445 217,716 1,073,729 871,220
(a) Of which current account receivables: 120,637
279
PARENT COMPANY FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
7

EQUITY AND LIABILITIES

(In thousands of euros) Dec. 31, 2024 Dec. 31, 2023

SHAREHOLDERS’ EQUITY
Share capital 48,837 48,837
Issue premium 309,107 309,107
Merger premium 8,252 8,252
Revaluation reserve 3,252 3,252
Unavailable reserves 5,490 5,490
Statutory reserve 4,884 4,169
Other reserves 73,936 72,992
Retained earnings 72 (4,186)
Net income for the year 16,846 36,368
Tax-regulated provisions 234 234
TOTAL A 470,909 484,514
PROVISIONS FOR LIABILITIES AND CHARGES
Provisions for liabilities 18,043 2,631
Provisions for charges 2,485 1,596
TOTAL B 20,528 4,227
FINANCIAL LIABILITIES (b)
Bond issues 2,894 2,894
Borrowings from credit institutions (c)
1,154 4,193
Other borrowings (d) 555,133 364,289
Advances and down payments received on orders in progress
Trade payables and related accounts 1,928 2,437
Tax and social security liabilities 2,173 2,115
Amounts due on fixed assets 3
Other financial liabilities 458 304
Cash instruments 6,612 758


ACCRUALS
Prepaid income
TOTAL C 570,352 376,994
Foreign currency translation gains D 11,940 5,485
TOTAL (A+B+C+D) 1,073,729 871,220
(b) Due in over one year: 343,684; due in less than one year: 226,668
(c) Including current bank loans: 254
(d) Of which current account payables: 127,237
280
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
NOTES TO THE STATEMENT OF FINANCIAL POSITION
AND STATEMENT OF INCOME



SUMMARY OF THE NOTES TO THE FINANCIAL STATEMENTS


Note 1 ACCOUNTING PRINCIPLES AND METHODS 281

Note 2 ANALYSIS AND COMMENTARY 283

Note 3 FIXED ASSETS 284

Note 4 PROVISIONS 284

Note 5 MATURITY SCHEDULE OF ASSETS AND LIABILITIES 285

Note 6 REVALUATION RESERVE 285

Note 7 ACCRUED INCOME AND EXPENSES 286

Note 8 SHARE CAPITAL 286

Note 9 COMMITMENTS 288

Note 10 FINANCE LEASES 288

Note 11 EXECUTIVE COMPENSATION 289

Note 12 AVERAGE HEADCOUNT 289

Note 13 ANALYSIS OF TAX EXPENSE 289

Note 14 TAX CONSOLIDATION 290

Note 15 FOREIGN CURRENCY TRANSLATION 290

Note 16 TREASURY SHARES 290

Note 17 INFORMATION ABOUT NON-RECURRING ITEMS 291

Note 18 INFORMATION ABOUT RISK FACTORS 292

Note 19 CONSOLIDATION 292
281
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 1 Accounting principles and methods

The financial statements of Mersen SA for fiscal year 2024 have Impairment losses and reversals of impairment in investments, as
been prepared in accordance with Regulation No. 2023-08 well as provisions related to equity interests, are recorded under
of November 22, 2023 of the French accounting standards financial items. When equity interests are sold, the reversals of
authority (Autorité des Normes Comptables – ANC) amending impairment on them are recognized under non-recurring items.
ANC Regulation No. 2014-03 relating to the official French chart
of accounts.
D - Current assets - receivables
The principal accounting methods used are as follows:
Receivables are valued at nominal value. Doubtful receivables
are written down to reflect the probable loss.
A - Share issuance costs
Share issuance costs are recognized as an asset under share E - Foreign currency transactions
issuance and other transaction costs. They are amortized over
five years. At the statement of financial position date, foreign currency
assets and liabilities are stated at the official exchange rate at
December 31. A corresponding adjustment is recorded under
B - Intangible fixed assets and property, foreign currency translation gains or losses.
plant and equipment Unrealized foreign currency gains or losses do not affect net
Fixed assets are stated at acquisition or production cost. income. This said, a provision is set aside to cover the risk arising
from unhedged unrealized foreign currency losses related to these
They are depreciated or amortized over their estimated useful
foreign currencies.
lives.
Differences between depreciation/amortization for tax and
accounting purposes are recognized under accelerated F - Provisions for liabilities and charges
depreciation/amortization and recorded under non-recurring Provisions for liabilities and charges are set aside to cover
expenses, with a corresponding adjustment to tax-regulated litigation, disputes, and guarantee and risk-related commitments
provisions under liabilities on the statement of financial position. arising during the normal course of the Company’s business and
The following useful lives are generally applied: likely to give rise to an outflow of resources.

■ software and other intangible fixed assets Accordingly, provisions were set aside to cover all significant risks
(based on expected period of use): 5 to 10 years that, due to the situation or events known at December 31, 2024,
were likely to occur.
■ fixtures and fittings: 10 years
■ office equipment and furniture: 5 years or 10 years
G - Costs deferred over several periods
Where there is evidence of impairment, an impairment test is
Bond issuance costs are recognized over the estimated average
conducted comparing the net carrying amount of the intangible
life of the relevant borrowing.
fixed asset or of the item of property, plant and equipment with
its current value. Where this current value has fallen below net
carrying amount, an impairment loss is recognized to bring the H - Pension obligations and retirement
net carrying amount into line with its current value. No such indemnities
impairment losses were recognized during the fiscal year.
Top-up pension obligations under “closed” defined benefit plans
covering part of the workforce are recognized in the form of a
C - Equity interests and other fixed assets provision. Obligations to still active employees are recorded
Gross value comprises the contribution value or acquisition cost under provisions for liabilities and charges. Obligations to retired
of the asset. An impairment loss may be recognized where the employees are transferred to a deferred cost account.
carrying amount of an asset exceeds its value in use, with the A provision for charges is set aside to cover the Company’s
latter determined by reference to: commitment arising from top-up pension obligations specifically
■ primarily, the share of each subsidiary’s equity; and related to the Group’s senior managers.

■ where necessary, the economic value determined by reference Retirement indemnities and long-service awards payable under
to the future cash flows including the activity carried out and collective bargaining agreements are recognized under provisions
the outlook for developments. for liabilities and charges.

Expenses related to the acquisition of equity interests and other
fixed assets are included in the cost of securities. They are
amortized over five years by applying accelerated tax depreciation.
282
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Retirement indemnities and long-service awards are calculated on When these repurchased shares are sold under a liquidity
an annual basis by independent actuaries in accordance with the agreement, gains and losses are recognized under non-recurring
provisions of the collective bargaining agreement for the French items.
chemicals industry and ANC recommendation 2013-02, updated
The Company may also repurchase shares on the market in
on November 5, 2021.
order to grant them to certain employees. These are recorded
The projected unit credit method is used to calculate retirement as investment securities at their acquisition value, in accordance
indemnities and long-service awards. It takes into account – using with French law.
actuarial assumptions – the employee’s probable future length of
service, level of salary costs, life expectancy and the rate of staff
turnover. The obligation is discounted at an appropriate discount J - Non-recurring items
rate. The obligation is partially funded through payments to an The Company has adopted the official French chart of accounts.
external organization under a collective life insurance policy, the Non-recurring items encompass items not arising during the
assets of which are stated at fair value. normal course of the Company’s business. Accordingly, non-
Retirement indemnities are recognized using the corridor method. recurring items comprise the carrying amount of and proceeds
from the disposal of fixed assets, accelerated tax depreciation and
The principal assumptions used in this calculation are as follows: non-recurring fixed asset write-downs, non-recurring indemnities,
■ future salary costs are calculated based on current salaries fines and penalties, as well as expenses related to these non-
including an annual rate of salary increases of 1.50% and recurring events.
additional age-related increases;
■ changes in actuarial assumptions are taken into account only K - Stock options and free share allocations
where they fall outside the corridor and are amortized over the
The Company has put in place stock option and free share
expected average remaining working life of plan members;
allocation plans for certain employees.
■ discounting to present value at a rate of 3.40%;
When stock options are exercised by beneficiaries, the new
■ an average cost ratio of 40% to 45%; shares are issued and accounted for in the same manner as a
■ staff turnover calculated by age bracket; conventional issue of shares. The issue premium is equal to the
difference between the subscription price paid by the employee
■ return on plan assets: 2.50%; and the increase in the share capital.
■ mortality table used: TGH - TGF 05. When free shares are allocated to beneficiaries, the new shares
are issued and accounted for in the same manner as an increase
I - Share repurchases in capital through the capitalization of reserves. The par value of
the shares is added to the share capital account, and the surplus
The shares repurchased by Mersen under the liquidity agreement is recorded under unavailable reserves.
entered into with a financial institution are reported under other
fixed assets, in line with French accounting regulations. The Company may also repurchase shares on the market. In
this case, a provision for expenses is recorded when this is likely
An impairment loss in these shares is recognized when the cost to give rise to an outflow of resources for the Company and is
of acquiring the shares exceeds the average share price during equal to the loss expected upon allocation of the securities to the
the final month of the fiscal year. employee plan beneficiaries. The provision must be recognized
Any shares repurchased in order to be canceled in the future are on a straight-line basis over the vesting period.
also recognized under fixed assets for their acquisition value.
283
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 2 Analysis and commentary

Statement of income €13,864 thousand in additional impairment losses recognized
against equity interests and receivables from subsidiaries.
Sales and other income
Non-recurring items
Other revenues (€3,071 thousand) primarily derived from services
billed in France and abroad. Other income (€37,012 thousand) Non-recurring items amounted to a net loss of €419 thousand,
related primarily to royalties from trademarks and intangibles. compared with net income of €3,754 thousand in 2023 which
Royalties from trademarks were €36,291 thousand in 2024 mainly reflected the reversal of a provision for disputes and
compared with €37,463 thousand in 2023. rebillings of related costs for €1,528 thousand and to net income
from the capital reduction of a subsidiary for €2,327 thousand. In
Operating income 2024, the increase in non-recurring expenses was mainly due to
Operating income was down, at a net loss of €4,648 thousand the cost of acquiring free shares for Mersen group employees,
versus net income of €4,854 thousand in 2023, attributable to largely offset by income from rebillings corresponding to the share
increased expenditure by Mersen SA for the development of its of employees benefiting from the plan in other Group companies.
“Mersen” brand. All else being equal, this increase in expenditure
Income tax
should lead to an improvement in the brand’s profitability over
the next few years. The Company recorded a 2024 income tax benefit of
€2,322 thousand, including the benefit from the consolidation
Net financial income of Mersen and its French subsidiaries for tax purposes of
Net financial income amounted to €19,590 thousand, down €2,932 thousand, and a tax expense at the global minimum tax
€6,515 thousand from €26,105 thousand in the prior year, due rate (GloBE/Pillar Two) of €610 thousand relating to Chinese
to a €5,769 thousand increase in income from equity interests subsidiaries.
and a €2,476 thousand increase in net interest income, offset by


Statement of financial position
In addition to the notes shown below, the following comments apply:

Debt

(In thousands of euros) Dec. 31, 2024 Dec. 31, 2023

Bank overdrafts 1,154 4,193
Bond issuance 2,894 2,894
Other borrowings 555,133 364,289
Total debt 559,181 371,376
Cash and cash equivalents (1,296) (1,365)
Forward financial instruments (966) (2,431)
Other financial receivables (120,637) (118,770)
Marketable securities, cash and cash equivalents (122,899) (122,567)
Loans to subsidiaries (333,046) (269,478)
Other financial fixed assets (1,752) (2,346)
Net debt 101,484 (23,014)
o/w: - due in over one year 12,486 (11,447)
- due in less than one year 88,998 (11,568)

Of the €559 million in total gross debt at December 31, 2024, Net debt due in less than one year was up due to greater use of
€324 million stems from the use of committed credit lines and NEU CP instruments, which can be substituted by the long-term
borrowings, €100 million from use of the commercial paper syndicated loan at maturity.
program, €127 million from current accounts with subsidiaries The rise in net debt can be explained by the increase in
and the remainder chiefly from the use of uncommitted credit expenditure as part of the Group’s growth plan, which Mersen
lines (bank overdrafts and other lines). SA partially financed through the capitalization of subsidiaries.
284
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 3 Fixed assets
DEPRECIATION, AMORTIZATION
FIXED ASSETS AND CHARGES TO PROVISIONS

Gross Gross
value at value at Total at Total at
(In thousands of euros) beginning end of beginning end of
Accounts of period Increases Decreases period of period Increases Decreases period

Intangible fixed assets
Start-up costs 4,131 4,131 826 826 1,652
Concessions, patents, licenses, brands,
processes, rights 8,748 8,748 7,674 113 7,787
Assets in progress
TOTAL 1 12,879 12,879 8,500 939 9,439
Property, plant and equipment
Buildings and technical installations
Other property, plant and equipment 1,091 3 1,095 306 112 418
Assets in progress
Advances and down payments
TOTAL 2 1,091 3 1,095 306 112 418
Financial fixed assets
Equity interests 630,122 149,598 (2,372) 777,349 180,924 27,133 (5,458) 202,600
Loans and advances to equity interests 273,270 210,301 (147,722) 335,849 3,792 450 (1,439) 2,803
Other fixed assets 5 (5)
Other financial fixed assets 2,346 8,353 (8,810) 1,888 136 136
TOTAL 3 905,743 368,252 (158,909) 1,115,086 184,716 27,719 (6,897) 205,539
TOTAL 919,713 368,255 (158,909) 1,129,059 193,522 28,770 (6,897) 215,396

Intangible fixed assets Financial fixed assets
Start-up costs for €4,131 thousand correspond to share issuance The €188,520 thousand year-on-year increase in the net value
costs, which are amortized over five years from 2023. of financial fixed assets results mainly from (i) capital increases
carried out by some subsidiaries (€149,598 thousand) in order
to finance Group investments as part of its growth plan, and
(ii) increases in loans to subsidiaries (€62,129 thousand), offset
by €21,675 thousand in impairment losses recognized against
equity interests.


Note 4 Provisions
Amount Reversals Reversals Amount
(In thousands of euros) at beginning of provisions of provisions at end
Accounts of period Charges used not used of period

Tax-regulated provisions
Accelerated tax depreciation 234 234
TOTAL 1 234 234
Provisions for liabilities and charges
Retirement indemnities 239 80 319
Long-service awards 9 1 10
Senior manager pensions 1,347 808 2,156
Personnel costs* 824 12,231 (351) 12,704
Risks related to subsidiaries 1,807 3,818 (141) (145) 5,339
TOTAL 2 4,227 16,937 (492) (145) 20,528
Provision for impairment
Equity interests 180,924 27,133 (2,372) (3,086) 202,600
Loans to subsidiaries 3,792 450 (859) (580) 2,803
Receivables from subsidiaries 1,153 1,167 2,320
TOTAL 3 185,869 28,750 (3,231) (3,666) 207,723
TOTAL 190,330 45,688 (3,723) (3,811) 228,485
* Provisions for personnel costs correspond to provisions for free share plans not yet vested, attributable to managers of the Mersen group. As the issuer of the free share
plans, Mersen SA books provisions corresponding to all employees benefiting from the plans. At the same time, it recognizes accrued income with respect to the portion
of employees from other Group companies benefiting from the plans.
285
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 5 Maturity schedule of assets and liabilities

(In thousands of euros) Gross statement of Due in one year Due in over
Amounts due to the Group financial position value or less one year

Loans and advances to equity interests 335,849 3,151 332,698
Other financial fixed assets 1,888 1,515 373
Trade receivables 14,217(b) 14,217
Other receivables 131,110(a) 124,838 6,273
Prepaid expenses 883 883
TOTAL 483,947 144,604 339,343
(a) Of which intra-Group receivables: 120,637.
(b) Of which accrued income for subsidiaries’ free share plans: 11,997.


Gross statement
(In thousands of euros) of financial Due in one year Due in over Due in over
Amounts payable by the Group position value or less one year five years

Bond issuance 2,894 2,894
Borrowings from credit institutions 1,154 1,154
Other borrowings 555,133 212,380(c) 185,000 157,753
Advances and down payments received
on orders in progress
Trade payables and related accounts 1,928 1,928
Tax and social security liabilities 2,173 1,243 931
Amounts due on fixed assets
Other financial liabilities 458 458
Prepaid income
TOTAL 563,740 220,056 185,000 158,684
(c) Of which intra-group borrowings for 127,237 and NEU CP instruments for 55,000, which may be refinanced at maturity by the syndicated loan.




Note 6 Revaluation reserve

(In thousands of euros)

Revaluation reserve
At beginning of period 3,252
Reversed during period
At end of period 3,252
286
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 7 Accrued income and expenses

(In thousands of euros)

1. Amount of accrued income included in the statement of financial position items below
Loans and advances to equity interests 2,737
Trade receivables and related accounts 11,997
Other receivables 2,102
Cash and cash equivalents 897
TOTAL 17,733
2. Amount of accrued expenses included in the statement of financial position items below
Other borrowings 5,042
Operating trade payables and related accounts 1,779
Tax and social security liabilities 1,469
Other financial liabilities 842
TOTAL 9,132
3. Amount of prepaid income and expenses Expenses Income
Operating items 883
Financial items
TOTAL 883
4. Costs deferred over several periods
Bond issuance expenses at Jan. 1, 2024 1,519
2024 bond issuance expenses 445
2024 amortization of bond issuance costs (440)
TOTAL 1,524




Note 8 Share capital

Share capital Free share allocations
At December 31, 2024, the Company’s share capital amounted Mersen managers are regularly offered the opportunity to take part
to €48,836,624, divided into 24,418,312 (twenty-four million, in stock option and/or free share plans, with vesting conditions
four hundred and eighteen thousand, three hundred and twelve) based on the manager concerned remaining with the Group for
category A shares, each with a par value of €2. a certain period of time and the achievement of internal and/or
external targets.
Four free share plans were set up on May 20, 2021, May 19,
2022, May 16, 2023 and May 16, 2024.
The employee categories benefiting from these free shares
were approved by the Chief Executive Officer and the Board of
Directors of the Group.
287
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
The principal characteristics of the free share plans are as follows:


2021 plan – 2021 plan – 2021 plan –
Executives Managers High potentials
Characteristics/Assumptions Free shares Free shares Free shares

Allocation date 5/20/2021 5/20/2021 5/20/2021
Availability date 5/20/2024 5/20/2024 5/20/2024
Expiration date 5/21/2024 5/21/2024 5/21/2024
Total number of plan shares that may be allocated 84,000 100,800 12,000
Estimated % of shares or options vested on achievement
of performance conditions 94% 94% 100%


2022 plan – 2022 plan – 2022 plan –
Executives Managers High potentials
Characteristics/Assumptions Free shares Free shares Free shares

Allocation date 5/19/2022 5/19/2022 5/19/2022
Availability date 5/19/2025 5/19/2025 5/19/2025
Expiration date 5/20/2025 5/20/2025 5/20/2025
Total number of plan shares that may be allocated 88,200 105,840 12,600
Estimated % of shares or options vested on achievement
of performance conditions 91% 91% 100%


2023 plan – 2023 plan – 2023 plan –
Executives Managers High potentials
Characteristics/Assumptions Free shares Free shares Free shares

Allocation date 5/16/2023 5/16/2023 5/16/2023
Availability date 5/16/2026 5/16/2026 5/16/2026
Expiration date 5/17/2026 5/17/2026 5/17/2026
Number of plan shares 86,100 100,800 12,000
Estimated % of shares or options vested on achievement
of performance conditions 100% 100% 100%


2024 plan – 2024 plan – 2024 plan –
Executives Managers High potentials
Characteristics/Assumptions Free shares Free shares Free shares

Allocation date 5/16/2024 5/16/2024 5/16/2024
Availability date 5/16/2027 5/16/2027 5/16/2027
Expiration date 5/17/2027 5/17/2027 5/17/2027
Number of plan shares 120,540 128,340 16,800
Estimated % of shares or options vested on achievement
of performance conditions 100% 100% 100%


Statement of changes in equity

(In thousands of euros)

Opening equity at January 1, 2024 484,514
Net income for the year 16,846
Change in tax-regulated provisions
Issue of new shares
Capital reduction
Change in accounting method
Dividend payment (30,451)
Closing equity at December 31, 2024 470,909
288
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 9 Commitments

Off-balance sheet commitments

(In thousands of euros)

Commitments given
Counter guarantees for building leases by certain subsidiaries 6,709
Counter guarantees given to banks for loans 19,099
Counter guarantees given to banks on the issuance of subsidiary guarantees 10,669
Bank lease guarantees 743
Guarantee for euro cash pooling arrangement 8,000
Advance payment guarantee on certain business contracts with subsidiaries 44,894
TOTAL 90,114
Commitments received
TOTAL 90,114



Other reciprocal commitments

(In thousands of euros)

Reciprocal commitments given
Currency hedges 236,277
Commodity hedges 2,100
TOTAL 238,377
Reciprocal commitments received
Currency hedges 236,277
Commodity hedges 2,100
TOTAL 238,377



Employee benefits
An actuarial valuation was performed for retirement indemnities, long-service awards and defined-benefit top-up pension plans for the
year ended December 31, 2024.

Retirement indemnities, long-service awards and defined-benefit top-up pension plans

(In thousands of euros)

Present value of plan obligations at 12/31/2024 7,040
Mathematical value of plan assets (2,906)
Unrecognized actuarial gains and losses (1,404)
Unrecognized past service cost related to the 2024 pension reform 131
TOTAL 2,861




Note 10 Finance leases

The Company did not hold any finance leases in progress at December 31, 2024.
289
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 11 Executive compensation

The compensation and benefits paid to members of the Group’s management and administrative bodies for 2024, either directly by the
Company or indirectly by certain subsidiaries, came to €1,345 thousand.
Net pension obligations for senior managers came to €5,637 thousand.



Note 12 Average headcount

Salaried employees Seconded employees

Executives 6.93
Supervisors and technicians 2
TOTAL 8.93




Note 13 Analysis of tax expense

(In thousands of euros) Income before tax Tax payable

Current 14,942
Non-recurring (419)
Net tax benefit 2,322



Increase and decrease in future tax liability

(In thousands of euros) Beginning of period Change during period End of period

Accelerated tax depreciation 234 234
Provision for pension obligations 2,044 817 2,861
Other non-deductible provisions 1,891 3,523 5,414
Tax base or future tax credit (significant items) 4,169 4,340 8,509
French tax group deficit 132,633 6,057 138,690
Total 136,802 10,397 147,199
Future long-term tax rate 25.83% 25.83%
Future tax receivable on deficit and main time differences 38,108 39,919
290
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 14 Tax consolidation

As of January 1, 2013, Mersen forms a consolidated tax group No arrangements have been made for repayment of tax to a
as defined in Article 223 A et seq. of the French Tax Code (Code loss-making subsidiary based on each subsidiary’s current
général des impôts). This tax group chiefly comprises Mersen situation. In addition, no compensation is provided for should a
France SB, Mersen France La Mure, Mersen France Gennevilliers, loss-making subsidiary leave the Group.
Mersen France Amiens, Mersen France PY, Mersen Corporate
The tax benefit recorded by the parent company primarily reflects
Services, Mersen La Défense, Mersen Angers, Mersen Boostec,
tax payments made by subsidiaries in profit less the tax liability
Mersen Pontarlier and Mersen Europe EV.
payable by the tax group to the tax authorities.
Tax expense is calculated for each subsidiary every year as if the
Subsidiaries are jointly and severally liable for payment of their
company were not a member of the tax group. This tax expense
tax to the French treasury, should Mersen default on payment.
thus takes into account the losses recorded by the subsidiary
during the period for which it has belonged to the tax group, which
it can offset pursuant to ordinary law.



Note 15 Foreign currency translation

Provisions for
(In thousands of euros) Amounts Other liabilities and charges
On financial fixed assets
On receivables
On miscellaneous borrowings 6,043
Other financial liabilities
On currency hedges 5,897
TOTAL FOREIGN CURRENCY TRANSLATION LOSSES 11,940
On financial fixed assets 11,818
On miscellaneous borrowings
On currency hedges 122
TOTAL FOREIGN CURRENCY TRANSLATION GAINS 11,940
TOTAL




Note 16 Treasury shares

Under the liquidity agreement established with BNP Paribas, the Company held 51,447 treasury shares at December 31, 2024.
The Group also held 15,268 shares to be allocated to employee free share plans.
291
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 17 Information about non-recurring items

Non-recurring income

(In thousands of euros)

Management transactions
Top-up pensions 61
SUB-TOTAL 61
Capital transactions
Gains on the sale of treasury shares 677
Income from rebillings for free share plans* 16,794
Miscellaneous income
SUB-TOTAL 17,471
Reversal of provisions and impairment 3,338
SUB-TOTAL 3,338
TOTAL 20,870



Non-recurring expenses

(In thousands of euros)

Management transactions
GPC pensions for non-active workers 16
Due diligence costs for acquisitions 123
SUB-TOTAL 139
Capital transactions
Carrying amount of assets sold 3,202
Losses on the sale of treasury shares 622
Cost of acquiring free shares* 17,325
SUB-TOTAL 21,149
Additions to provisions
SUB-TOTAL
TOTAL 21,289
* The costs of acquiring shares allocated to employees of other Mersen group companies under free share plans are rebilled by Mersen SA to the subsidiaries receiving
the shares.
292
PARENT COMPANY FINANCIAL STATEMENTS
NOTES TO THE STATEMENT OF FINANCIAL POSITION AND STATEMENT OF INCOME
7
Note 18 Information about risk factors

The financial risk management policy is approved by the Chief ■ a US private placement (USPP) arranged in May 2021 with
Executive Officer based on proposals submitted by the finance a pool of North American investors, comprising one tranche
department. Currency and commodity hedging transactions are of USD 60 million, maturing in 2031, and one tranche of
carried out subject to strictly defined procedures. €30 million, maturing in 2028, both of which are redeemable
at maturity. The funds became available in October 2021. The
holders of the notes issued under the USPP receive interest
Liquidity risk at a fixed rate.
Mersen’s main credit facility and committed borrowing agreements In addition, as part of its policy to diversify its sources of financing,
entered into to meet its general cash flow needs are as follows: in March 2016 and May 2020, respectively, Mersen launched an
■ a €320 million multi-currency syndicated bank loan (not used NEU CP program and an NEU MTN program, amounting to a
at year-end), set up in October 2022 and repayable in full in maximum set in 2023 of €300 million each. At December 31, 2024,
October 2029, following the exercise in 2024 of a second the Group had issued €55 million under the NEU CP program.
one-year option to extend the maturity. It includes a margin The commercial paper that may be issued under this program
indexed according to ESG indicators. The interest payable is at has a maturity of less than one year and at its maturity date may
a variable rate plus a credit margin that varies mainly according be replaced by drawdowns on the Group syndicated loan. At the
to the leverage covenant (see definition in Note 15 in Chapter 6) same date, the Group had used €45 million of the NEU MTN
and the following ESG indicators: program, with maturities in 2025, 2027 and 2028.
Lastly, as part of its growth plan and in order to refinance its
Indicator Target 2024 2025-2026 loan maturities, on February 4, 2025 Mersen took out
Greenhouse gas emissions intensity a second US private placement for USD 100 million, maturing in
(in tonnes of CO2 equivalent 2035, and €90 million, maturing in 2032, redeemable at maturity,
per million euros of sales) <159 81 with a pool of North American investors. The funds will become
available in April 2025.
Frequency rate of accidents (Lost Time Injury
Rate, or LTIR, of reported accidents
per million hours worked) <1.8 2.08 Interest rate risk
% of total Group engineer and manager
positions occupied by women ≥27.0% 27.0% The interest rate risk management policy consists in establishing
positions from time to time in line with the direction of interest
rates.
■ two five-year bilateral loans granted by Bpifrance for an initial
total amount of €30 million, set up in October 2022 and January
2024 respectively, and repayable in equal installments. The Commodity risk
interest payable is at a variable rate at Euribor plus a credit Certain Group companies purchase raw materials or components
margin; comprising commodities, such as non-ferrous metals like copper,
■ two German private placements (“Schuldschein”): the first silver and zinc. Copper and silver are the two metals accounting
for €130 million initially arranged in April 2019, reduced to for the largest purchases.
€115 million in 2022 following an early partial redemption, The commodity price risk management policy currently consists
with a pool of European and Asian investors, with an initial in arranging forward commodity purchases with prime banking
maturity of seven years and repayable at maturity. Investors institutions. These are passed on symmetrically to the subsidiaries
receive fixed-rate interest on a nominal amount of €68 million involved in commodity purchasing.
and variable-rate interest at Euribor plus a credit margin on a
nominal amount of €47 million. The second German private
placement (“Schuldschein”) for an amount of €100 million Currency risk
was arranged in March 2024 with a pool of European and The currency risk management policy consists, based on a
Asian investors, repayable in full in January 2030. Investors complete inventory of inter-company and external risks, in
receive fixed-rate interest on a nominal amount of €23 million arranging forward currency purchases with prime banking
and variable-rate interest at Euribor plus a credit margin on a institutions.
nominal amount of €77 million;
Except in special cases, the hedges arranged with banks are
centralized with the parent company and passed on symmetrically
to the relevant subsidiaries to hedge trading flows based either
on specific orders or on annual budgets.



Note 19 Consolidation

Mersen is fully consolidated by the Mersen group.
293
PARENT COMPANY FINANCIAL STATEMENTS
LIST OF SUBSIDIARIES AND EQUITY INTERESTS
7
LIST OF SUBSIDIARIES AND EQUITY INTERESTS
Sharehol- Carrying amount
ders’ in Mersen’s books
equity % of Dividends Loans Guarantees
(In thousands of euros) excluding share received and and
Detailed information Share the share capital by the advances, sureties
(securities exceeding 1% of the share capital) capital capital owned Gross Net Company net given

Mersen France SB S.A.S. (France) 32,350 (4,258) 100 119,589 27,743 38,918 189
Mersen France Amiens S.A.S. (France) 22,477 8,824 100 25,402 25,402 4,347 101
Mersen France Gennevilliers S.A.S. (France) 43,195 (4,446) 100 83,896 54,996 48,897 8,749
Mersen Corporate Services S.A.S. (France) 3,574 1,548 100 3,646 3,646 750 10,881
Mersen France PY S.A.S. (France) 4,651 9,259 100 48,788 29,411 2,898 1,006 5,014
Mersen Boostec (France) 3,243 11,835 95.07 11,792 11,792 1,002 228
Mersen Europe EV SAS (France) 27,550 (15,565) 100 27,550 11,985
Mersen Deutschland Frankfurt GMBH
(Germany) 10,021 3,010 10 1,635 1,303
Mersen Deutschland Holding
GmbH & Co. KG (Germany) 43,726 (14,209) 100 43,700 29,517 691 18,831 5,000
Mersen Argentina S.A. (Argentina) 84 (261) 100 1,845 (176)
Mersen Oceania Pty Ltd (Australia) 656 3,648 100 702 702 238
Mersen do Brasil Ltda (Brazil) 7,630 (1,146) 100 20,176 6,110 850
Mersen Canada Dn Ltee/Ltd (Canada) 1,291 (973) 100 1,322 1,322 2,134 820
Mersen China Holding Co Ltd (China) 132,103 91,335 100 114,742 114,742 4,951 6,593
Mersen Korea Co. Ltd (South Korea) 11,147 7,287 100 21,069 20,549 1,825
Cirprotec (Spain) 1,000 4,343 100 16,458 16,458 2,638 1,777
Mersen Ibérica S.A. (Spain) 2,404 3,951 50.05 682 682 450
Mersen Ibérica Bcn S.A. (Spain) 2,043 5,206 100 2,396 2,396
Mersen USA Holding (United States) 94,540 116,620 100 115,524 115,524 15,994 224,131 558
Mersen UK Holdings Ltd (United Kingdom) 7,511 618 100 903 903
Mersen Scot. Holding Ltd (United Kingdom) 80,261 (900) 100 75,409 75,409 11,940
Mersen India Pvt Ltd (India) 586 19,403 100 11,443 11,225 2,249
Mersen Italia Spa (Italy) 5,500 2,832 100 10,613 8,095 9,500
Mersen Fma Japan KK (Japan) 307 7,680 8.70 2,977 917 64 1,227 800
Mersen Maroc SARL (Morocco) 2,932 (7,148) 100 5,886 2,695
Mersen Mexico Monterrey
S. de R.L. de C.V. (Mexico) 1,329 (5,455) 100 1,149 2,320 403
Mersen Chile Ltd (Chile) 69 81 100 605 150
Mersen South Africa Pty Ltd (South Africa) 54 1,165 54.70 813 664
Mersen Nordic AB (Sweden) 175 1,338 100 551 551 970 234
Mersen Istanbul Sanayi Urunleri AS (Turkey) 311 1,386 100 5,016 1,707
Aggregate information (regarding other subsidiaries and equity interests)
Subsidiaries (at least 50%-owned)
In France 201 201
Outside France 689 482 43 3,493 2,200
Equity interests (10%- to 50%-owned)
In France
Outside France 180 124 36
TOTAL 777,349 574,749 38,640 377,909 32,083

Note: Information on sales and income has been omitted intentionally because of the serious harm that could result from its release in
a highly competitive international environment.
294
PARENT COMPANY FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
7
STATUTORY AUDITORS’ REPORT
ON THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2024

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English
speaking readers. This report includes information specifically required by European regulations or French law, such as information
about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French
law and professional auditing standards applicable in France.



To the Shareholders of Mersen, Independence
We conducted our audit engagement in compliance with the
independence rules provided for in the French Commercial
Code (Code de commerce) and the French Code of Ethics
Opinion (Code de déontologie) for Statutory Auditors, for the period from
January 1, 2024 to the date of our report, and, in particular, we
In compliance with the engagement entrusted to us by your Annual did not provide any non-audit services prohibited by Article 5(1)
General Meeting, we have audited the accompanying financial of Regulation (EU) No. 537/2014.
statements of Mersen for the year ended December 31, 2024.
In our opinion, the financial statements give a true and fair
view of the assets and liabilities and of the financial position of
the Company at December 31, 2024 and of the results of its Justification of assessments –
operations for the year then ended in accordance with French
accounting principles. Key audit matters
The audit opinion expressed above is consistent with our report
In accordance with the requirements of Articles L.821-53 and
to the Audit and Accounts Committee.
R.821-180 of the French Commercial Code relating to the
justification of our assessments, we inform you of the key audit
matters relating to the risks of material misstatement that, in our
professional judgment, were the most significant in our audit of
Basis for opinion the financial statements, as well as how we addressed those risks.
These matters were addressed as part of our audit of the financial
statements as a whole, and therefore contributed to the opinion
Audit framework we formed as expressed above. We do not provide a separate
We conducted our audit in accordance with professional standards opinion on specific items of the financial statements.
applicable in France. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Our responsibilities under these standards are further described in
the “Responsibilities of the Statutory Auditors relating to the audit
of the financial statements” section of our report.
295
PARENT COMPANY FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
7
Valuation of equity interests
Notes 1-C, 3 and 4 to the financial statements

Description of risk How our audit addressed this risk
The balance of equity interests at December 31, 2024 amounted In order to assess the appropriate nature of the estimated value in
to €575 million out of a total of €1,074 million, making them one use of equity interests as estimated by management and based on
of the largest assets on the balance sheet. the information provided to us, our audit work consisted primarily
Equity interests are stated at their contribution value or acquisition in ensuring that the appropriate method and underlying data were
cost and are impaired if their carrying amount is higher than their used to make the estimate.
value in use. In addition, depending on the securities, we also performed the
Value in use is determined from: following procedures:

■ primarily, the share of each subsidiary’s equity; ■ for valuations based on historical data, we reconciled recorded
equity with the financial statements of the entities concerned;
■ where necessary, the economic value determined based on
■ for valuations based on forecast data, we:
the future cash flows including the activity carried out and the
outlook for developments. • compared the forecast future cash flows of the entities
concerned, as established by local management, with the
Accordingly, due to the inherent uncertainty relating to (i) the
forecasts prepared by Executive Management;
method of determining value in use, which relies in particular on
estimates, in turn requiring management to use assumptions and • assessed the consistency of the assumptions used with the
judgments, and (ii) the achievement of forecasts, we deemed the economic environment at the end of the reporting period and
valuation of equity interests to be a key audit matter. at the date of preparation of the financial statements;
• assessed that the values based on forecast cash flows were
adjusted to account for the debts of the entity in question.
We also assessed the accuracy of the calculations of value in use.




Specific verifications Report on corporate governance
We attest that the Board of Directors’ report on corporate
In accordance with professional standards applicable in France, governance sets out the information required by Articles
we have also performed the specific verifications required by L.225-37-4, L.22-10-10 and L.22-10-9 of the French Commercial
French law. Code.
Concerning the information given in accordance with the
Information given in the management requirements of Article L.22-10-9 of the French Commercial Code
report and in the other documents relating to compensation and benefits paid or awarded to the
company officers and any other commitments made in their favor,
provided to the shareholders with we have verified its consistency with the financial statements or
respect to the Company’s financial with the underlying information used to prepare these financial
position and the financial statements statements, and, where applicable, with the information obtained
We have no matters to report as to the fair presentation and by the Company from controlled companies within its scope of
the consistency with the financial statements of the information consolidation. Based on this work, we attest to the accuracy and
given in the Board of Directors’ management report and in the fair presentation of this information.
other documents provided to the shareholders with respect to Concerning the information given in accordance with the
the Company’s financial position and the financial statements. requirements of Article L.22-10-11 of the French Commercial
We attest to the fair presentation and the consistency with the Code relating to those items the Company has deemed liable to
financial statements of the information about payment terms have an impact in the event of a takeover bid or exchange offer,
referred to in Article D.441-6 of the French Commercial Code. we have verified its consistency with the underlying documents
that were disclosed to us. Based on this work, we have no matters
to report with regard to this information.
296
PARENT COMPANY FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
7
Other information Responsibilities
In accordance with French law, we have verified that the required
information concerning the identity of the shareholders and of management and those
holders of the voting rights has been properly disclosed in the
management report.
charged with governance
for the financial statements
Management is responsible for preparing financial statements
Other verifications and giving a true and fair view in accordance with French accounting
principles, and for implementing the internal control procedures it
information pursuant to legal deems necessary for the preparation of financial statements that
are free of material misstatement, whether due to fraud or error.
and regulatory requirements
In preparing the financial statements, management is responsible
for assessing the Company’s ability to continue as a going concern,
Presentation of the financial statements disclosing, as applicable, matters related to going concern, and
using the going concern basis of accounting, unless it expects to
to be included in the annual financial liquidate the Company or to cease operations.
report
The Audit and Accounts Committee is responsible for monitoring
In accordance with professional standards applicable to the the financial reporting process and the effectiveness of internal
Statutory Auditors’ procedures for annual and consolidated control and risk management systems, as well as, where
financial statements presented according to the European single applicable, any internal audit systems, relating to accounting and
electronic reporting format, we have verified that the presentation financial reporting procedures.
of the financial statements to be included in the annual financial
report referred to in paragraph I of Article L.451-1-2 of the French The financial statements were approved by the Board of Directors.
Monetary and Financial Code (Code monétaire et financier) and
prepared under the Chief Executive Officer’s responsibility,
complies with this format, as defined by European Delegated
Regulation No. 2019/815 of December 17, 2018. Responsibilities
On the basis of our work, we conclude that the presentation of
the financial statements to be included in the annual financial
of the Statutory Auditors
report complies, in all material respects, with the European single relating to the audit
electronic reporting format.
It is not our responsibility to ensure that the financial statements
of the financial statements
to be included by the Company in the annual financial report
filed with the AMF correspond to those on which we carried out
our work.
Objective and audit approach
Our role is to issue a report on the financial statements. Our
objective is to obtain reasonable assurance about whether the
Appointment of the Statutory Auditors financial statements as a whole are free of material misstatement.
We were appointed Statutory Auditors of Mersen by the Annual Reasonable assurance is a high level of assurance, but is not a
General Meetings held on May 12, 2004 for KPMG SA and guarantee that an audit conducted in accordance with professional
May 19, 2022 for Ernst & Young Audit. standards will always detect a material misstatement when
At December 31, 2024, KPMG SA and Ernst & Young Audit it exists. Misstatements can arise from fraud or error and are
were in the twenty-first and the third consecutive year of their considered material if, individually or in the aggregate, they could
engagement, respectively. reasonably be expected to influence the economic decisions taken
by users on the basis of these financial statements.
As specified in Article L.821-55 of the French Commercial Code,
our audit does not include assurance on the viability or quality of
the Company’s management.
297
PARENT COMPANY FINANCIAL STATEMENTS
STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
7
As part of an audit conducted in accordance with professional ■ evaluate the overall presentation of the financial statements
standards applicable in France, the Statutory Auditors exercise and assess whether these statements represent the underlying
professional judgment throughout the audit. They also: transactions and events in a manner that achieves fair
■ identify and assess the risks of material misstatement in the presentation.
financial statements, whether due to fraud or error, design and
perform audit procedures in response to those risks, and obtain Report to the Audit and Accounts
audit evidence considered to be sufficient and appropriate to Committee
provide a basis for their opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for We submit a report to the Audit and Accounts Committee which
one resulting from error, as fraud may involve collusion, forgery, includes, in particular, a description of the scope of the audit and
intentional omissions, misrepresentations, or the override of the audit program implemented, as well as the results of our
internal control; audit. We also report any significant deficiencies in internal control
that we have identified regarding the accounting and financial
■ obtain an understanding of the internal control procedures reporting procedures.
relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose Our report to the Audit and Accounts Committee includes the
of expressing an opinion on the effectiveness of the internal risks of material misstatement that, in our professional judgment,
control; were the most significant in the audit of the financial statements
and which constitute the key audit matters that we are required
■ evaluate the appropriateness of accounting policies used to describe in this report.
and the reasonableness of accounting estimates made by
management and the related disclosures in the notes to the We also provide the Audit and Accounts Committee with the
financial statements; declaration provided for in Article 6 of Regulation (EU) No.
537/2014, confirming our independence within the meaning of
■ assess the appropriateness of management’s use of the the rules applicable in France, as defined in particular in Articles
going concern basis of accounting and, based on the audit L.821-27 to L.821-34 of the French Commercial Code and in the
evidence obtained, whether a material uncertainty exists French Code of Ethics for Statutory Auditors. Where appropriate,
related to events or conditions that may cast significant doubt we discuss any risks to our independence and the related
on the Company’s ability to continue as a going concern. This safeguard measures with the Audit and Accounts Committee.
assessment is based on the audit evidence obtained up to the
date of the audit report. However, future events or conditions
may cause the Company to cease to continue as a going
concern. If the Statutory Auditors conclude that a material
uncertainty exists, they are required to draw attention in the
audit report to the related disclosures in the financial statements
or, if such disclosures are not provided or are inadequate, to
issue a qualified opinion or a disclaimer of opinion;



Paris-La Défense, March 28, 2025
The Statutory Auditors
KPMG S.A. ERNST & YOUNG Audit

Alexandra Saastamoinen Pierre Bourgeois
298
PARENT COMPANY FINANCIAL STATEMENTS
FIVE-YEAR FINANCIAL SUMMARY
7
FIVE-YEAR FINANCIAL SUMMARY
2024 2023 2022 2021 2020 2019

1. Share capital at year-end
Share capital (in thousands of euros) 48,837 48,837 41,690 41,642 41,728 41,716
Number of shares outstanding 24,418,312 24,418,312 20,844,904 20,821,207 20,864,064 20,858,277
Par value of shares (in euros) 2 2 2 2 2 2
2. Overall result of operations
(in thousands of euros)
Income before tax, depreciation, amortization,
charges to provisions and employee profit-sharing 42,405 50,967 34,093 20,767 28,058 37,548
Income tax 2,322 1,655 1,944 1,796 2,523 1,021
Employee profit sharing 0 0 0 0 0 0
Net income after tax, depreciation,
amortization and charges to provisions 16,846 36,368 22,987 16,587 (11,842) 24,276
Total earnings paid out 30,451 30,242 20,709 13,454 0(2) 19,728
3. Overall result of operations per share (in euros)
Net income after tax and employee profit-sharing,
but before depreciation, amortization and charges
to provisions 1.83 2.16 1.73 1.08 1.47 1.85
Net income after tax, depreciation, amortization
and provisions 0.69 1.49 1.10 0.80 (0.58) 1.16
Dividend paid on each share 0.90(1) 1.25 1.25 1 0.65 0(2)
4. Employees
Average headcount 8.93 9.22 8.64 6.5 5 5
Total payroll costs (in thousands of euros) 2,191 2,155 2,040 (3)
1,320 1,004 1,120
Amount paid for welfare benefits (in thousands of euros) 822 1,138 1,784(4) 754 1,023 384
(1) Subject to the decision of the Annual General Meeting.
(2) No dividend was paid due to the Covid-19 crisis.
(3) The increase in Mersen SA’s total payroll costs in 2022 is attributable to the increase in headcount since July 2021.
(4) Employee benefits increase due to the increase in the number of employees since July 2021 and the payment of employer contributions to the collective insurance fund
intended to finance the Company’s defined benefit pension obligations to the Chief Executive Officer.
299




8 ADDITIONAL INFORMATION
& GLOSSARIES

1. INFORMATION INCORPORATED BY REFERENCE 300

2. OFFICER RESPONSIBLE FOR THE UNIVERSAL
REGISTRATION DOCUMENT 300

3. STATEMENT BY THE OFFICER 300

4. AUDITORS 301

5. SUSTAINABILITY AUDITOR 301

6. GLOSSARIES 302
300
ADDITIONAL INFORMATION & GLOSSARIES
INFORMATION INCORPORATED BY REFERENCE
8
1. INFORMATION INCORPORATED BY REFERENCE
Pursuant to Article 19 of European Regulation 2017/1129, the following are incorporated by reference in this Universal Registration
Document. Parts not included in these documents are either irrelevant to the investor or included elsewhere in the present Universal
Registration Document.


1.1. Fiscal 2023 1.2. Fiscal 2022
Incorporated in universal registration document no. D.24-0141 Incorporated in universal registration document no. D.23-0121
submitted to the Autorité des Marchés Financiers on March 20, submitted to the Autorité des Marchés Financiers on March 21,
2024 and available on the Group’s website www.mersen.com: 2023 and available on the Group’s website www.mersen.com:
■ the consolidated financial statements for fiscal 2023 prepared ■ the consolidated financial statements for fiscal 2022 prepared
in accordance with the IFRSs in force in 2023, together with in accordance with the IFRSs in force in 2022, together with
the Statutory Auditors’ report on the consolidated financial the Statutory Auditors’ report on the consolidated financial
statements, pages 190 to 241; statements, pages 188 to 240;
■ the annual financial statements for 2023, together with the ■ the annual financial statements for 2022, together with the
Statutory Auditors’ report on the annual financial statements, Statutory Auditors’ report on the annual financial statements,
pages 244 to 265; pages 242 to 264;
■ the 2023 management report, pages 72 to 98. ■ the 2022 management report, pages 78 to 103.




2. OFFICER RESPONSIBLE FOR THE UNIVERSAL
REGISTRATION DOCUMENT

Luc Themelin, Chief Executive Officer
Mersen
Tour Trinity
1 bis place de la Défense
F-92400 Courbevoie
Tel.: + 33 (0)1 46 91 54 19




3. STATEMENT BY THE OFFICER
I certify that, having taken all reasonable care to ensure that such and that the management report on page 75 presents a true and
is the case, the information contained in this document is, to the fair view of the development and performance of the business
best of my knowledge, in accordance with the facts and contains and the financial position of the Company and of all the entities
no omission likely to affect its import. included in the consolidation, as well as a description of the
principal risks and uncertainties they are facing and that it has
“I certify that, to the best of my knowledge, the annual and
been prepared in accordance with the applicable sustainability
consolidated accounts have been prepared in accordance with
reporting standards.
the relevant accounting standards and give a true and fair value of
the assets and liabilities, financial position and the profits or losses Luc Themelin
of the Company and of all the entities included in the consolidation,
301
ADDITIONAL INFORMATION & GLOSSARIES
SUSTAINABILITY AUDITOR
8
4. AUDITORS
Statutory Auditors

Ernst & Young Audit KPMG SA
Tour First Tour Eqho
TSA 1444 2 avenue Gambetta
F-92037 Paris La Défense cedex F-92066 Paris La Défense cedex
Member of the “Compagnie régionale des commissaires aux Member of the “Compagnie régionale des commissaires aux
comptes de Versailles et du Centre” comptes de Versailles et du Centre”
Date of first term: 2022 Date of first term: 2004
Duration: six years (term expiring at the close of the Ordinary Date of last renewal: 2022
General Meeting called to vote on the financial statements for Duration: six years (term expiring at the close of the Ordinary
the year ending December 31, 2027) General Meeting called to vote on the financial statements for
Represented by Pierre Bourgeois the year ending December 31, 2027)
Represented by Alexandra Saastamoinen




5. SUSTAINABILITY AUDITOR
Grant Thornton
29 rue du Pont
F-92200 Neuilly-sur-Seine
Date of first term: 2024
Duration: term expiring at the close of the Ordinary General Meeting called to vote on the financial statements for the year ending
December 31, 2027
Represented by Bertille Crichton
302
ADDITIONAL INFORMATION & GLOSSARIES
GLOSSARIES
8
6. GLOSSARIES
Finance

Average capital employed Average capital employed for the last three semesters.
Capital employed Definition: see Management Report, section 5.3.
Capital expenditure Sum of investments in property, plant and equipment and changes in amounts due to suppliers
of non-current assets.
Cash flow conversion Net cash generated by/(used in) operating activities divided by EBITDA before non-recurring items.
Covenant EBITDA EBITDA before non-recurring items and application of IFRS 16.
Covenant net debt Net debt less the carrying amount of treasury shares at year-end.
EBITDA before Operating income before non-recurring items, depreciation and amortization.
non-recurring items
EPS Earnings per share.
Net worth Sum of equity and the carrying amount of treasury shares at year-end.
Free cash flow Net cash generated by/(used in) operating activities, less capital expenditure.
Gearing Covenant net debt divided by Net worth.
Leverage Covenant net debt divided by covenant EBITDA.
Net debt Sum of long- and medium-term borrowings, current financial liabilities and bank overdrafts,
less current financial assets, cash and cash equivalents.
NEU MTN Negotiable EUropean Medium Term Note.
Operating income before As presented in the consolidated statement of income.
non-recurring items
Organic growth Calculated by comparing sales for the year with sales for the previous year, restated at the current year’s
exchange rate, excluding the impact of acquisitions and disposals.
Payout ratio Ratio of dividend per share proposed for the year to earnings per share for the year, calculated
based on the number of ordinary shares excluding treasury shares at year-end.
EBITDA before non-recurring EBITDA before non-recurring items divided by sales.
items margin
Restated payout ratio Ratio of dividend per share proposed for the year to earnings per share for the year, restated for
certain non-recurring income and expenses for the year as listed in Note 24 to the financial statements,
calculated based on the number of ordinary shares excluding treasury shares at year-end.
ROCE Operating income before non-recurring items for the last 12 months divided by average capital employed.
Return on capital employed
URD Universal Registration Document.
USPP US private placement.
WCR Sum of trade receivables, inventories, contract assets and other operating receivables, less trade
Working capital requirement payables, contract liabilities and other operating payables.
WCR ratio Working capital requirement divided by sales for the last quarter multiplied by four.
303
ADDITIONAL INFORMATION & GLOSSARIES
GLOSSARIES
8
Business

ACE Anti-corrosion equipment
AM Advanced Materials
BEV Battery electric vehicle
BS (British Standard) British Standardization organization
CSP Company savings plan
DACH DACH region (Germany, Austria and Switzerland)
DIN (Deutsches Institut für Normung) German Standardization organization
EP Electrical power
EPC Electrical Protection & Control
GAREAT Insurance and Reinsurance Management of Attacks and Terrorist Acts Risks
GS Graphite Specialties
HEV Hybrid electric vehicle
ICPE Installations classified as environmentally friendly
IEC International Electrotechnical Commission
ITAR International Traffic in Arms Regulation
Mersen Excellence Journey Continuous improvement plan acorss all Group functions
OEM Original Equipment Manufacturer
OFAC Office of Foreign Assets Control
pHEV Plug-in hybrid electric vehicle
PTT Power Transfer Technologies
PVC Polyvinyl chloride
SiC Silicon carbide
SPM Solutions for Power Management
UL US Standardization organization
UNIFE Association for the European Rail Supply Industry
304
ADDITIONAL INFORMATION & GLOSSARIES
GLOSSARIES
8
CSR

AR Application Requirements
CGNR Governance, Nomination and Remuneration Committee
CMRT Conflict Mineral Reporting Template
CSR Corporate Social Responsibility
CSRD Corporate Sustainability Reporting Directive
EFRAG European Sustainability Reporting Advisory Group
ESRS European Sustainability Reporting Standards
GDPR General Data Protection Regulation
GEPP Gestion des Emplois et des Parcours Professionnels - Employment
and Career Development Management
GHG Greenhouse gases
GPEC Forward human resources planning process
EHS Environmental health & safety
IRO Impact, Risk and Opportunity
LMS Learning Management System (Mersen Academy)
LTIR Lost Time Incident Rate
MAR Market Abuse Regulations
MSV Management Safety Visits
RoHS (Restriction of Hazardous Substances Directive) European Directive seeking to limit the use of 6 hazardous substances
SIR Severity Injury Rate
WiN Women in Mersen
WWF World Wildlife Fund
G LO B A L E X P E R T
I N E L E C T R I C A L P OW E R
& A DVA N C E D M AT E R I A L S




W W W. M E R S E N .C O M