CONTENTS 1

5

THE GROUP

3

MANAGEMENT REPORT 95

  • 1.1. ACTIVITIES, STRATEGY AND MARKETS

  • 1.2. HISTORY OF THE GROUP

  • 1.3. GROUP ORGANIZATION

  • 1.4. SELECTED FINANCIAL INFORMATION

4 11 12 13

5.1. BUSINESS ACTIVITIES DURING

THE 2020 FINANCIAL YEAR 96

5.2. OUTLOOK 100 5.3. TABLE SUMMARIZING THE RESULTS

OF PAST FINANCIAL YEARS 100

2

6

REPORT ON CORPORATE GOVERNANCE 15

FINANCIAL STATEMENTS 101

  • 2.1. GOVERNANCE CODE

  • 2.2. FUNCTIONING OF THE GENERAL MANAGEMENT

  • 2.3. BOARD OF DIRECTORS

  • 2.4. COMPENSATION PAID TO THE DIRECTORS

    AND THE MANAGEMENT

  • 2.5. ADDITIONAL INFORMATION IN RESPECT

    OF CORPORATE GOVERNANCE

  • 2.6. STATUTORY AUDITORS' REPORT

    ON REGULATED AGREEMENTS

16 17 20 36 49 54

6.1. CONSOLIDATED FINANCIAL STATEMENTS 102 6.2. ESI GROUP ANNUAL FINANCIAL

STATEMENTS 142

7

RESOLUTIONS SUBMITTED

TO THE GENERAL MEETING 169

3

  • 7.1. DECISIONS FALLING WITHIN THE

    COMPETENCE OF THE ORDINARY GENERAL

    MEETING 171

    RISKS AND RISK MANAGEMENT

    55

  • 7.2. DECISIONS FALLING WITHIN THE

    COMPETENCE OF THE EXTRAORDINARY

    • 3.1. RISK FACTORS

    • 3.2. INTERNAL CONTROL AND RISK MANAGEMENT

      PROCEDURES

    56 58

    GENERAL MEETING 175

7.3. JOINT DECISIONS 176

4

8

INFORMATION ON THE COMPANYSTATEMENT ON EXTRA-FINANCIAL PERFORMANCE

63

AND SHARE CAPITAL 177

8.1. INFORMATION ON THE COMPANY 178

  • 4.1. ESI - THE PRODUCT PERFORMANCE LIFECYCLE

    8.2. INFORMATION ON THE COMPANY'S CAPITAL 180

    COMPANY

    64

    8.3. ESI SHARES - MARKET 186

  • 4.2. ESI - A COMMITTED GROUP

    65

  • 4.3. BEING A COMMITTED EMPLOYER

    70

  • 4.4. BEING AN OUTSTANDING PARTNER

    80

    9

  • 4.5. BEING AN ETHICAL AND COMMITTED COMPANY

    82

  • 4.6. BEING AN ENVIRONMENTALLY FRIENDLY PLAYER 84

ADDITIONAL INFORMATION 187

4.7. EUROPEAN TAXONOMY 89

9.1. PERSONS RESPONSIBLE FOR THE

4.8. REPORTING 91

UNIVERSAL REGISTRATION DOCUMENT 188

9.2. STATUTORY AUDITORS 188

9.3. DOCUMENTS AVAILABLE TO THE PUBLIC 189

9.4. INFORMATION INCLUDED BY REFERENCE 189

CROSS-REFERENCE TABLES 190 KEYWORDS OF THE 2021 UNIVERSAL

REGISTRATION DOCUMENT 196

This Universal Registration Document was filed on April 11, 2022 with the Autorité des Marchés Financiers (AMF), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This Universal Registration Document is available on ESI Group's website (www.esi-group.com) and on the AMF's website (www.amf-france.org). This document is a non-binding "free" translation from French into English and has no legal value other than an informative one. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by ESI Group.

French and English copies of this document are available free of charge from ESI Group (the "Company" or the "Group") - 3 bis rue Saarinen, 94150 Rungis, France.

SHAREHOLDERS

MESSAGES

ALEX DAVERN'S MESSAGE

Chairman of the Board of Directors

ESI GROUP: New Core Strategic Vision to drive growth and new governance in line with the best market standards

2021 was a foundational year for ESI. It was marked by the introduction of new Core Strategic Vision for growth, a profound governance evolution and also by the communication of its first publicly shared three-year plan. The Group led by Cristel de Rouvray and her LeadershipTeam demonstrated their vision for future growth and profitability and their ability to lead and transform this company. The 2021 financial results released in March 2022 validated this motion. I thank Cristel, her team, and all employees for this performance in 2021.

When joining the group's Board of Directors as Chairman a year ago, I was convinced by the value of this Group and that by releasing some historical constraints, Cristel and her team would be able to transform it into a best-in-class software company.

To unlock this value, we needed to focus our innovation and modernize our governance, and that' what we did.

A Clear and focused Core Strategic Vision (CSV)

As Cristel discusses below ,she and the team introduced the new CSV to focus our innovation and drive the next phase of ESI's growth.

No majority shareholder

In May 2021, the legacy founders shareholders' agreement was terminated by its different stakeholders. The Group no longer has any majority shareholders.

Greater transparency

Continuing our journey toward more transparency in communication with its shareholders, the team unveiled the first-ever communicated three-year strategic plan.

An independent Board

Following the addition of both myself and Patrice Soudan, the former CFO and Deputy CEO of Legrand, the Board of Directors is now composed of seven Directors, including six independent ones, and is led by a Non-Executive Chairman. The interests of ESI Group's stakeholders are now totally aligned in support of the new Core Strategic Vision and I'm convinced that the Group will unleash its full potential.

(a) Adjusted EBIT is a non-GAAP indicator based on EBIT (IFRS). Adjusted EBIT corresponds to EBIT before stock-based compensation expenses, restructuring charges, impairment charges and amortization of intangibles charges related to acquisition, the application of IFRS 16 standard on leases and other non-recurring items.

(b)Adjusted EBIT margin is calculated based on revenue excluding special projects (public grant for R&D projects).

CRISTEL DE ROUVRAY'S MESSAGE

Chief Executive Officer

2021, a turning point year for ESI Group

"We have introduced our new Core Strategic Vision to focus our innovation and deliver new value to our customers: 'To be a leading software partner in selected virtual test markets, by leveraging our predictive physics IP and platform for chaining'."

2021 was a turning point year for our Group.

The introduction of our new Core Strategic Vision is designed to focus our innovation and deliver new value to our customers. ESI's CSV is:

"To be a leading software partner in selected virtual test markets, by leveraging our predictive physics IP and platform for chaining."

By focusing on our innovation on our core markets and by investing to win we will strengthen our market position and accelerate our growth by adding new value to our customers through integrating previously siloed steps in the engineering workflow, to accelerate our customers time to market. In addition, we are also globalizing our distribution and executing in a more consistent fashion.

In 2021 we also successfully steered our company through a governance change, announced our redefining three-year strategic plan, and demonstrated considerable performance improvements. We reignited growth (€136.6 million, +4.6% YoY at constant exchange rate) and more than doubled our Adjusted EBIT margin

(from 4.5% to 9.6%). On this excellent foundation, we now enter the 1st year of our "OneESI 2024 - Focus to grow" plan. Across the globe, all our stakeholders are now experiencing the early benefits of this significant change in our ability to focus and drive results. I am confident in our ability to deliver our communicated multi-year objectives and long-term value to our shareholders by repositioning our Group.

We are entering a period of unprecedented change in our history, driven and accelerated by our "OneESI 2024 - Focus to Grow" plan. In 2022, we are becoming more global, more user-friendly, more reliable, more ambitious, to address all the needs of our customers to become one of their key software solutions partners.

Now more than ever, our talents are mobilized to deliver ESI Group's full value to industry.

Thank you to all our shareholders for their support and confidence. They can count on our collective motivation and enthusiasm to make ESI Group a reference in its sector.

2021 UNIVERSAL REGISTRATION DOCUMENT • ESI Group

THE1GROUP

1.1. ACTIVITIES, STRATEGY AND MARKETS 4

1.1.1. Main activities 4

1.1.2. Main markets 5

1.1.3. Core strategic vision 7

1.1.4. A focused multi-horizon offer 9

1.1.5. Research and development (R&D) policy 10

1.1.6. Ecosystem 10

1.2. HISTORY OF THE GROUP 11

1.3. GROUP ORGANIZATION 12

1.3.1. Operational flowchart 12

1.3.2. Legal flowchart 12

1.4. SELECTED FINANCIAL INFORMATION 13

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ESI Group SA published this content on 12 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2022 13:21:10 UTC.