Good morning, everyone. Welcome to the annual general meeting of shareholders of Wolters Kluwer at our corporate office in Alphen. This meeting is being broadcast live via video webcast, and a recording will be made to correctly produce minutes. During today's meeting, all members of the Supervisory B oard and Executive Board are present. Our Auditor for the 2025 annual report, Mr. Bakker of KPMG Accountants, and our company's notary, Ms. Lamerijs of law firm A&O Shearman, are joining us here in Alphen as well. We are pleased that many shareholders took the opportunity to exercise their voting rights by way of electronic or written proxy. We have complied with all statutory provisions and the provisions of our articles of association for convening this meeting, therefore can resolve validly at this meeting on all of the agenda items.
As soon as the exact number of shares present or represented is known, I will inform you. Let us turn now to the agenda. I would like to discuss agenda items 2a, b, c, d, and 3a together. To introduce items 2a and 3a, I would now like to give the floor to Ms. Caywood, CEO and Chair of the Executive Board. Stacey?
Thank you, Ann. I'd like to add my welcome to everyone who's joining us here in Alphen and those following the meeting via the webcast. First, I will share a brief recap of our 2025 financial and sustainability performance. I will spend a bit more time on our strategy and our plans for further accelerating the pace of advanced AI innovation to capture the exciting opportunities ahead for Wolters Kluwer. We are already making significant progress in rolling out advanced AI capabilities across our solutions and seeing rapid adoption by customers. I will wrap up by discussing our recent trading update, the outlook for full year 2026, and our proposed dividend. This slide summarizes our financial and strategic performance in 2025. We delivered 6% organic revenue growth, supported by continued growth in our recurring revenues, including our cloud-based software solutions.
We achieved a further 40 basis point increase in our adjusted operating profit margin to 27.5%. This strong operating performance helped drive a 9% increase in diluted Adjusted earnings per share in constant currencies. Both the margin and earnings per share growth were at the top end of our guidance range. Adjusted free cash flow increased 10% in constant currencies, which was ahead of our guidance for the year. Return on invested capital was 18%, which was in line with our guidance. Our balance sheet remains strong at 2x leverage. We maintained high levels of investment in product development at 11% of revenues. We've been investing in AI for well over 10 years, and currently nearly 70% of our digital revenues are derived from AI-powered solutions.
Important advanced AI product launches of the last few months have been UpToDate Expert AI in health, CCH Axcess Expert AI in tax and accounting, and the Libra AI workspace in the legal markets. All three are seeing very good adoption by our customers. I'm pleased to report that the acquisitions we made last year, including RASi, Brightflag, and Libra, are all performing well and are creating new growth opportunities. Overall, it was a year of strong financial results in line with or ahead of guidance and a year of important strategic progress in rolling out advanced AI solutions across our core markets. As you can see on the next slide, we continue to build upon our multi-year track record of financial performance. The charts on the top left show our organic revenue growth.
Since the COVID pandemic, we have been delivering consistent 6% organic growth, and this has been driven by continued strong performance in recurring revenues, which have been growing 7% organically. Recurring revenues have helped offset what have been weaker trends in non-recurring revenues, such as revenue from transactions, print books, on-premise software, and other non-subscription products. The chart on the top right shows our track record of improving our Adjusted operating profit margin. On average, we have delivered approximately 60 basis points of margin expansion every year over the last five years through continued focus on operational efficiencies and more recently, through internal use of AI. The charts along the bottom of this slide show our track record of growing diluted Adjusted earnings per share, return on invested capital, and Adjusted free cash flow. The next slide highlights some of the key sustainability measures that we track closely.
Our business is driven by the sheer talent and efforts of our global workforce. We spend considerable effort in ensuring the team is highly engaged and well supported. In 2025, our employee engagement and belonging scores were maintained at 78 and 75 respectively, and we continue to aim for the top quartile performance over time. Over the years, we have developed a range of training programs, it's great to see that employees are taking advantage of that. Despite the highly competitive nature of the talent market globally, especially in tech and AI skills, we have had very consistent turnover. It increased only slightly last year. Security and data privacy remain very important for us. I'm pleased to report that our global information security program, which is designed to protect our organization, our products, and our customers, continues to score well.
We made strong environmental progress last year, rationalizing our global office footprint by 8% in 2025. We reduced our Scope 1 and 2 emissions by 60% in 2025, which means that we have now reduced our direct emissions by 80% since the base year of 2019, reaching our near-term target ahead of goal. We remain committed to reaching net zero by 2050. All in all, very good progress on delivering financial, strategic, and sustainability goals last year. Unfortunately, this strong performance has not been rewarded by the stock market in recent times. The next slide shows our share price performance alongside that of our competitors and other sector peers since the start of this year. As you can see, nearly all of these peers in the professional information solutions and software sector have seen significant share price declines.
The prevailing AI disruption narrative has led the market to shift away from fundamental performance. We will continue to step up our communication efforts to combat this AI disruption narrative, and our teams remain laser-focused on delivering our advanced AI product roadmaps and product development roadmaps so that we remain the trusted provider of choice for our customers. I am very confident in the unique strengths of our business and the ability of our teams to deliver for our customers. Now, let me discuss our strategy and the progress we are making. The strategic plan we are pursuing remains the right one. We are building on a strong foundation, delivering expert solutions that deliver trusted insights and increase productivity for our customers, leveraging AI and other advanced technologies. Our AI-powered expert solutions strategy aims to increase organic growth, margins, and returns.
As announced in February, we are further accelerating the pace in a few key areas to capture the AI opportunities we see in our markets. We intend to increase our investment in product development spend to between 12% and 13% of revenues this year and beyond. We intend to fund this investment while simultaneously increasing our operating profit margin. My immediate focus on the three key areas is outlined on the next slide. One. We are speeding up the pace of AI innovation to capture strong market demand. We have a significant opportunity to scale our AI-enabled solutions while continuing to bring new products to market. We are leveraging our AI-Enablement Platform that we call FAB to accelerate development cycles and improve customer integration. We are deploying an expert-in-the-loop approach to deliver high-quality, trusted solutions to support our customers' critical decision-making.
Second, we are expanding and scaling our strategic partnerships. These relationships allow us to embed our solutions more deeply in our customer workflows and ecosystems and extend our markets and the value for customers. And three, we are intensifying our go-to-market approach through more data-driven and scalable sales, marketing, and revenue processes. Let me illustrate this with three important examples, starting with UpToDate Expert AI from Health. Last fall, we launched UpToDate Expert AI, and at the end of April, more than 1/2 of our U.S. enterprise customers, representing approximately 2,000 hospitals, have signed up to adopt the solution. We are on track to reach our goal of around 70% by mid-year. Before deployment, each implementation goes through a rigorous governance and security process. Feedback from our customers continues to be very strong, and we continue to work closely with customers to enhance the solution and expand its capabilities.
Two other important examples are covered on the next slide. In Tax and Accounting, we recently launched six agentic AI-powered modules on our native cloud platform, CCH Axcess. Even before we've entered our main selling season, we have more than 150 accounting firms who have been early adopters of these AI modules. These modules introduce agentic AI capabilities across the workflow, from document intake and analysis to collaboration, insights, and advisory, helping firms work more efficiently and deliver greater value to their clients. Importantly, these solutions are deeply integrated with firm and client data, and feedback from customers has been very positive, particularly around the seamless integration, the security, and trustworthiness of our solutions. In Legal, we acquired a German legal AI startup at the beginning of this year.
In less than six months since the acquisition, we have launched the Libra AI Workspace across nine European markets, combining Libra's advanced AI capabilities with our proprietary legal research content in Europe. The Libra solution provides lawyers with an integrated AI-enabled working environment that is directly embedded into their workflows, combining GenAI-powered search across trusted legal content with tools that support the drafting of briefs, memos, and other legal documents. Again, feedback from our customers has been very positive. All three of these examples are leveraging the unique strengths that Wolters Kluwer has. This slide shows these four unique strengths, which together create a powerful and differentiated position that no LLM or native AI disruptor can replicate. This is our moat. First, our trusted proprietary content, which is a foundational strength that supports our customers in their daily mission-critical work.
Second, our customer-centric software platforms, which are embedded in workflows and act as a system of record, delivering productivity, insights, and control. Third, our approach to AI, which combines our deep domain expertise, proprietary data, and expert validation to deliver high-quality, trusted outcomes in the regulated environments many of our customers work in. Lastly, the deep integration that we have into our customer ecosystems ensures that we are present at the moments decisions are made. Together, these strengths underpin our competitive position, they power our strong brand and our deep customer relationships, and position us to lead in the age of AI. I'd like to turn to the trading update and the outlook for 2026. We have seen a solid start to the year, in line with our expectations. Organic growth was 5%. Excluding print, it was 6% organic growth.
Recurring revenues, which represent 85% of our total, sustaining a 7% organic growth. As expected, non-recurring revenues were weak in the first quarter. Cloud software revenue continues to perform well, growing 14% organically. Across the divisions, performance was largely in line with our expectations. Adjusted operating profit increased 11% in constant currencies, and Adjusted free cash flow was up 15%. We remain confident in reiterating our full-year guidance. We continue to expect another year of good organic growth, a further margin increase, and high single-digit growth in diluted Adjusted EPS in constant currencies. Importantly, we expect to increase the margin while we simultaneously increase product development spending to between 12% and 13% of revenues to further advance our AI strategy. Let me wrap up with our dividend proposal and our share buyback program.
The strength of our balance sheet allows us to invest in the business organically and through acquisitions, while at the same time return cash to shareholders. Today, we are proposing an 8% increase in our total dividend per share to EUR 2.52. This results in a final dividend of EUR 1.59 per share to be paid in early June, subject to your approval today. In February, we announced our plan to repurchase up to EUR 500 million of shares in 2026. As of May 14th, we have completed over a third of that program. We balance many factors when determining the appropriate amount of share buyback, including our available distributable reserves. Including the dividend and share buybacks, we expect to distribute approximately 100% of our guided 2026 Adjusted free cash flow. Thank you very much for your attention. With that, I'd like to turn the proceedings back to Ann.
Thank you for the presentation, Stacy. Ms. Heleen Kersten, Chair of our Selection and Remuneration Committee dealing with remuneration matters, has prepared an introduction on agenda item 2d. This agenda item is submitted to you for an advisory vote in accordance with Dutch law. By voting, you can indicate whether, in your view, the 2025 Remuneration Report provides a clear and comprehensive overview of all remuneration paid to individual members of the Executive Board and the Supervisory Board in the last fiscal year. Heleen?
Thank you, Ann. Related to agenda item 2d, which is the advisory vote on the 2025 Remuneration Report, I would like to provide a summary of how the company's performance against one-year and three-year targets determine the remuneration outcome for 2025. This slide shows the short-term incentive plan measures, targets, and actual performance for the year 2025. The short-term incentive was linked to three financial measures and three non-financial measures, as shown in the table. The financial measures were weighted at a combined 90%, while the non-financial measures were weighted at a combined 10%. As described in the annual report, the overall financial and non-financial performance for 2025 was, in aggregate, ahead of target, resulting in an above-target payout. The financial outcomes were very close to or ahead of short-term incentive targets. Revenue performance was slightly below target.
Adjusted net profit was 2% above target, while Adjusted free cash flow was 10% above target. Similarly, performance against non-financial measures was close to or ahead of targets. The employee belonging score came in just under target, which was to improve the score by one point compared to the prior year. The indexed cybersecurity maturity score exceeded the target, which was to maintain the score above or in line with the benchmark for high-tech companies. Finally, the reduction of the office footprint, a measure aimed at reducing Scope 1 and 2 emissions, was larger than target, with an overall reduction of 8%, which exceeded the target range of 5%-6%. Additional details are included in the remuneration report. Let's turn to the long-term incentive plan on the next slide.
The long-term incentive covered the three-year period of 2023-2025, and included targets for relative TSR, diluted Adjusted EPS growth, and return on invested capital. Performance across these three measures resulted in below-target payouts. With respect to relative TSR performance, Wolters Kluwer ranked 15th among the TSR peers, as you can see in the chart on the left. With respect to diluted Adjusted EPS growth, Wolters Kluwer delivered a compound annual growth rate of 10.5%, which was close to the target of 10.8%. These figures are calculated in constant currencies. With respect to return on invested capital, Wolters Kluwer achieved 18.2% in 2025, which was below the target of 19%. These figures are also calculated in constant currencies. Further detail can be found in the remuneration report. With that, I would like to turn the proceedings back to you, Ann.
Thank you, Heleen. The financial statements for the year 2025 have been audited by the independent external auditor, KPMG, and their opinion can be found on pages 218-224 of the 2025 annual report. I would now like to invite Kees Bakker, Partner at KPMG Accountants, to give a brief overview on the audit work performed by his firm. Kees, the floor is yours.
Thank you very much, Ann. My name is Kees Bakker. I am a Partner of KPMG. I am here together with my fellow partner, Jurgen te Nijenhuis . This was our first year that we audited the financial statements of Wolters Kluwer. It is a good practice to give a little explanation about the audit process, but especially I would like to talk a little bit about the transition process. That's small captions. Looking at the transition process, Wolters Kluwer decided early to transition to KPMG, and we started the transition process very early. Starting in the second half of 2024, we attended all relevant meetings relating to the audit. Also, we worked very closely with our predecessor auditor, Deloitte, who cooperated very well to introduce us to Wolters Kluwer together with management.
During the transition, we invested heavily in upgrading our business understanding, getting a feel for the internal control framework, the IT systems, to determine in which areas we would find the most risks that we need to address in the audit. Also, I have to take my notes. Thank you. We also onboarded the global audit teams of KPMG. For the audit, we used a materiality threshold of EUR 65 million, which is a little less than 5% of the adjusted normalized profit before tax. We agreed also with the Supervisory Board to report any misstatements above a little over EUR 3 million. In the group audit, we incorporated 23 components across the globe, many of them obviously in the U.S. With the audit, we attained a coverage of 87% of group assets and 73% of group revenues, which is a robust coverage in the audit.
We also were heavily involved in supervising, instructing, and being involved with the audit by our component auditors. We also did perform site visits, both to management as well as to our component auditors in the U.S., in Germany, and in Italy. In the audit, we involved specialists where needed, and these ranged from IT specialists, obviously valuation specialists in the valuation of goodwill and the purchase price allocation process, forensic specialists, tax specialists, and ESG specialists. This all resulted in two opinions. One is our opinion on the audited consolidated financial statements. Thank you, Ann, for pointing to the exact pages so I don't have to repeat them, but if you're interested, you can read more details on those pages. Also, we provided limited assurance on the CSRD statements, also on the metrics that Stacey pointed to on the slide before.
These have been subject to our limited assurance work. If I move to our observations, you may have read that our key audit matters that we addressed in our audit opinion related to revenue recognition, especially revenue recognition for revenues that are recognized at a point in time. We looked at the fair value of intangibles for the two major acquisitions during the year, also called as purchase price allocation process, and we looked at the impairment test for goodwill, which is the item evaluation of goodwill. There are a couple of areas where we had specific audit responses, those related to two presumed fraud risks. One is related to revenue recognition, the other one to the presumed risk of management override of controls. We also looked at the going concern risk.
Obviously, we did not note any risk in that respect, and also, we did not identify any risk of material misstatement relating to non-compliance with laws or regulations, climate change, or cybersecurity. Another matter to raise is the divestment of the finance risk regulatory unit. We spent attention to it, although it did not result in a key audit matter. Also, we did assess the consistency of the board report, the CSRD statements, but also the statement of risk management, also called the VER in the Netherlands. We had involvement in that. We did not audit it, but we checked the consistency of the message with the knowledge that we obtained during our work. If you look at the CSRD engagement, I already mentioned that's limited assurance, so not reasonable assurance. As part of that, we assessed double materiality assessment.
One of the key risks we looked at, again, is the presumed risk of management override of controls. Lastly, we also considered the consistency of the sustainability statements, whether they included all the relevant elements from the relevant guidance. Looking forward to the 2026 audit, our expected audit approach is largely consistent with last year's audit approach. We also expect a further rollout of AI and data analytics in our audit work, on which we invested heavily in the first year. That's what I would like to explain to you in a bit. I'm happy to take any questions. I would like to hand it back to Ann.
Thank you, Kees. We would now like to take questions relating to the 2025 annual report. This includes agenda items 2a, b, c, and d, plus item 3a, the report of the Executive Board, including the sustainability statements, the corporate governance chapter as included in the 2025 annual report, the report of the Supervisory Board, the remuneration report, and the financial statements of 2025. Are there any questions from shareholders in the room? You'll get a microphone. Okay. It doesn't matter. Give the mic to somebody, please. Please state your name clearly.
All right. Hi. My name is Eric van den Hudding. I'm here on behalf of European Investors-VEB, VEB. Thank you very much for the presentation, thank you also for maybe stepping up the stories around AI. We've had a good engagement also with Wolters Kluwer. What can you do more? I appreciate the teachings. I appreciate all the things you're doing. Now, you've said a lot about, of course, the AI opportunities, also a little bit about the threats. I was wondering maybe you can talk a little bit more about where you see the threats most in terms of which business segments, and then also a little bit about how you have your content, you have your data, but you also have your workflow-related businesses where there's the idea that there's more threats, too. Can you talk a little bit about that?
Also related to that, if you look over the past couple of years, you've seen an acceleration in your growth. A lot of that growth, I think, has come from workflow. I was wondering, how do you see that continuing with all the AI assistance from Anthropic, et cetera, who are today coming up? Maybe also related to that, of course, a lot of your business is subscription-based. We don't see it back in the numbers, of course, if there would be customers that would be unhappy or whatever. I was wondering, a lot of scaries there around maybe in two or three years' time, there will be a cliff, and all those customers will disappear. That's my first two or maybe five questions.
I would say five.
Five. All right.
You may have to repeat some of them, but I'll start in.
Yeah. No, please.
Yes. Thank you. Now I don't have to shout. Thank you for that. Obviously, AI is top of mind and our key focus as we think about the teams. I have to say, our teams, our customers, have never been more excited about what we can deliver in terms of more value to customers with the AI capabilities, the agentic capabilities. What we see, I gave a few examples, I think important to point out health, tax, and legal, just because those are areas where we've sort of heard other narratives around what might happen, and we are full out. I shared the stats.
To see the adoption of, for example, our enterprise UpToDate Expert AI in the key health systems in the U.S., at the pace that it is being deployed, despite the very strong governance and security those health systems need to go through to approve the AI systems in use in the health systems embedded in their, for example, their HR workflows. We're very pleased about it. The additional work that we're doing to partner with other players that are becoming very key to these health systems, such as ambient technology. We announced two partnerships, one with Abridge, one with Microsoft, where the software solution is listening in the background to what's happening with the patient visit and summarizes it, but includes up-to-date content within that solution.
What it does is really bringing so much productivity to our clinicians, and I talk to CMIO who say this is just a huge benefit for their clinicians, and being able to spend more time with patients. That's just one example of not only what we're doing ourselves, but how we're integrating with others to be fully embedded in the ecosystem. I shared the opportunities in tax, where we've launched these six agentic solutions, and we are seeing significant productivity improvement for tax professionals so that they can spend time on higher value work, which is things like advisory. As you may know, the accounting profession, I think, Kees, you could point to this as well, is one where we're actually challenged from the number of professionals. There's a shortage. Having these productivity tools is a big benefit, and has a strong ROI for those companies.
Similarly within our legal markets, where I think there's been question about what's our right to play, and it is very strong. The combination of the Libra solution that we acquired at the end of the last year with our proprietary deep trusted content for the legal market is very powerful. For us, it extends our total addressable market. Right? Where we were in the content space before, we now can extend to the workflows, productivity tools, the ability for lawyers to draft and do their contract reviews in a much faster and more accurate way because of the unique content that we bring to the table in that combination. We feel really good about our position. We have these deep, long-standing customer relationships, and what really matters to them is the trusted way that we are bringing our AI solutions to them.
It's always grounded in our proprietary content, and then we add a whole layer of what we call evaluations, where the experts, either our experts in health or our tax experts, are actually refining those models to be based on the accurate, deterministic answer, both in content and in the way that we develop our workflows. Yeah. Again, we feel really excited about the opportunity. The feedback we're getting is great, and the roll-outs are continuing. As I mentioned, we're stepping up our investment to be able to deploy even more solutions.
Yes. Okay. aybe two follow-ups related to two answers you gave.
Two. Okay.
I will keep to two, very strictly. There have been a number of studies that you've of course noted that talk about how well these, especially if you look at the clinical type of tools, how well these new AI models, the general AI models are in their answering. Some have said they're even on par or even better than the AI models from specialized parties like yourself. I was wondering if you can reflect on that, if that's something that you see as a threat.
Yeah. I would say that, again, the combination of the trusted data set along with the refining that we do with our own experts is a much more trustworthy solution. You would not be seeing the kind of rollout that we're getting in the health systems that we're getting if that weren't the case. In fact, there will be some studies, we understand, external studies that will be coming out shortly.
All right. You've already mentioned legal. Of course, you're aware that a lot of these analysts are writing about the difference between Europe and maybe the U.S. market in terms of RELX being in a much stronger position in the U.S. when it comes down to proprietary data. How likely is it that these AI models get that much better that, let's say, the European legal market is disrupted from the perspective that the information is much more public?
Yeah. Certainly, there is the public data that is freely available. What we bring to the table, that we've been bringing to the table for years and years, is the proprietary trusted treatise, the analytics that is core to being able to, again, have the correct answers. That combination with the legal workspace that I mentioned earlier is an opportunity that gives us further growth potential.
Okay. Thank you.
I think the VBDO has a question.
Tosca Langerei s on behalf of VBDO. Dear members of the Board, dear members of the Supervisory Board, the Dutch Association of Investors for Sustainable Development, VBDO, would like to continue engagement with Wolters Kluwer N.V. about its sustainability performance. Thank you for the opportunity. For this year's AGM, we have selected the following questions. Environment water. Water stress is becoming worldwide increasingly important. At least 50% of the world's population live under highly water-stressed conditions for at least one month of the year. VBDO commends Wolters Kluwer for conducting a water stress evaluation of your top 50 offices.
However, VBDO also believes that the biggest impact related to the topic of water can be made in the supply chain of Wolters Kluwer, especially regarding data center providers. Large data center can consume up to 5 million gallons per day for cooling, equivalent to the water use of a town populated by 10,000 to 50,000 people. Question, could you tell us which insight have been gained via the assessment of Wolters Kluwer's own offices? Would Wolters Kluwer, especially in the area with high levels of water stress, consider engaging with suppliers, including data center providers, around the topic of water usage? Living wage. Considering ongoing concerns about working conditions and the fundamental role of a living wage in fostering systemic change to alleviate poverty, VBDO continues to urge companies to commit to paying a living wage across their value chains.
VBDO has chosen to stick to the ILO definition of a living wage, even though the term adequate wage is used by the CSRD since the end of 2025. Wolters Kluwer has identified a potential negative impact fo r workers in the value chain and assessed ESRS as too as material. Last year, EcoVadis was selected as your vendor sustainability assessment tool. What insights have been gained from using this tool regarding the labor/human rights conditions of workers in the value chain, particularly regarding living wages? Would Wolters Kluwer consider reporting on these findings in the next annual report? CSRD. Even though the CSRD has not yet been transposed into Dutch law, the sustainability statements, as presented in Wolters Kluwer 2025 annual report, have, for the third time, been prepared in line with the European Sustainability Reporting Standards.
Wolters Kluwer states that it continually enhances its double materiality assessment to ensure it remains robust and responsive to changes in strategy, data availability, and evolving market trends. Some companies indicate a timeline for full revision of DMA, e.g., every three years, and how in other years minor revisions are integrated. Could more information be provided what a double materiality assessment process looks like for Wolters Kluwer? Thank you.
Okay. Thank you. Appreciate the questions. Indeed, on water stress, we have, across our largest offices, been doing an assessment and compared the progress last year to the 2023 baseline that we did. What we found is that we are limited in the water consumption, which we're very pleased about, and we do have measures in place to continually watch and make sure that we're using various techniques to make sure that we are controlling the water use. We do recognize that through the supply chain, that is something that we want to make sure we're also tracking and are mindful of. We do assess suppliers, including the data center suppliers that you mentioned, on their performance, and we are using the sustainability tool to do that.
Where water management is considered relevant to sustainability for the sector, we do make sure we're engaging with them on improvement areas. We'll obviously continue to do so. I will say that there are only about 22% of our suppliers that, through EcoVadis, has been found to have water as a relevant topic, and only nine of those were considered high. Again, we will continue to track and monitor and work with our suppliers on that topic. Yeah. Thank you. On living wage, indeed, through EcoVadis, we also have been getting a better understanding of the visibility of sustainability risks across our supply chain. We did invite several higher-risk suppliers to a comprehensive and externally validated assessment. What we found is that overall, the majority of our suppliers are associated with low risk in human and labor rights.
With regard to living wages, this topic applies to a very limited number of suppliers based on their sector and the country risk. But again, we will continue to monitor all the relevant indicators and developments relating to overall labor and human rights in the supply chain, and we will report if they become more relevant. Yep. On the CSRD, we do continuously monitor our DMA to ensure that it remains aligned with our business and the strategy. We are on a three-year cycle. To answer your question, a three-year cycle. In other years, we do also conduct light assessments, and make sure that we're integrating anything we learn into the process going forward.
Since our last DMA was conducted in 2023, and we did the light revisions in 2024 and 2025, we will undertake the full revision in 2026 and report on it in our 2026 annual report. Yeah. Thank you.
Yes
Thank you. My name is George Verreijt. I'm a very happy shareholder, long-term already in Wolters Kluwer. Thanks for the presentations. I have just one question. As you know, you also show that the stock price, compared to the peer, is doing equal like the peer. It's a very bad performance in the stock price, which was not so nice for us shareholders as you can understand. My question is, did the board, either the supervisory board or the executive board, consider to make an interim statement before the Q1 figures?
The share price was already falling last year, like September, and then we had a change of CEO within the company, and I found it rather late that we only got an update in Q1 of the figures and not a real feedback from the company towards the whole hype against Wolters Kluwer in terms of AI. Do you recognize what I say? Did you consider to go to the market and give some statement?
We certainly are considering extending our outreach. We did do some pretty extensive teach-ins in December, and then obviously, you have to be careful about disclosure ahead of results.
Not any sort of special statements. Actually, if you look at our disclosures relative to our peers, now I'm talking about results disclosures. We're actually relatively fulsome, compared to some of what our peers disclose. I think you can see from the company, if you look at press releases, they have up there talking about their AI initiatives, innovations, et cetera, to make sure people understand how much progress the company has made in AI over the years. We have stepped that up, but no special statement on the performance of the stock price.
You did not consider it either?
I think you see it's a market-driven phenomenon, and so we thought it would not be appropriate or there was nothing really to say.
Okay.
Yes?
Yeah, where the mic is close. You have dropped 50% of your share buyback in comparison to the last three years. Could you give some more rationale why? Because the share price, we all know, is very attractive. Perhaps you can give us the rationale why you dropped this with 50%. Thank you.
Kevin?
Yes. Whenever we're making capital allocation decisions, we consider many factors. One of them is what are our legally distributable reserves. If you look at retained earnings, there are certain reserves there that we're not allowed to distribute. The rest we are allowed to distribute in the form of a dividend and a share buyback. That does inform us on what we can do with regard to the dividend and the share buyback program. I will point out that what we expect to do this year is return nearly 100% of our free cash flow in the form of dividends and share buyback. Hopefully that helps you understand our thinking behind capital allocation.
Yes, over here. I'm sorry.
[Non-English content]
The language of the meeting is English.
[ Non-English content]
I'm sorry. The official language of the meeting is English. If you'd like to ask a question in English or have somebody ask it for you in English, I'd love to entertain it. Anything else? Well, thank you for your questions, and I would ask that you now prepare for the first voting item. Please make sure that you are connected to the voting platform or otherwise, please raise your hand for assistance.
Before we proceed, I will pass on the notary's formal observations, which are according to the registration list, shareholders are present or represented who can jointly cast 159,080,876 shares, representing 70.95% of the issued and outstanding share capital at the meeting. Before the meeting, shareholders submitted a total of 159,068,499 votes to the notary by proxy. May I ask the operator to open the voting system for agenda item 2d, the advisory vote on the remuneration report. Voting is now open.
Does it work?
Do you need assistance?
Yes, please.
Asking questions about the agenda to talk.
Okay. Voting is now closed. I'm pleased to report that agenda item 2d received a majority of 85.19% of the vote in favor. May I ask the operator to open the voting system for agenda item 3a, the adoption of the 2025 financial statements. Voting is now open. Voting is closed. I am pleased to report that agenda item 3a passed with 99.99% of the vote in favor. I propose we now proceed to the next set of agenda items. Item 3b, explanation of the dividend policy, and item 3c, the proposal to distribute a total dividend of EUR 2.52 per ordinary share, resulting in a final dividend of EUR 1.59 per ordinary share. I will describe the company's progressive dividend policy. Wolters Kluwer aims to pay a higher dividend per share in euros each year compared to the prior year.
The annual increase depends on factors such as our financial performance, market conditions, and our need for financial flexibility. It is also part of our policy to pay an interim dividend after the first six months of each year. We intend to set the interim dividend for 2026 payable in September at 40% of the prior year's total dividend. As in prior years, the Supervisory Board has carefully reviewed the financial situation of the company and the company allocation and feels confident that the proposed dividend is appropriate. I also refer to the earlier presentation of Stacey Caywood in this respect. In line with the progressive dividend policy, we propose a total cash dividend of EUR 2.52 per ordinary share to be paid for the full financial year 2025, which represents an increase of 8% over the prior year.
Since an interim dividend of EUR 0.93 per share was already paid in September 2025, the final dividend payable in June will amount to EUR 1.59 per share. Upon your approval of the dividend proposal for 2025, this will be the 20th consecutive year in which the company has increased its dividend per share in euros under the progressive dividend policy. Are there any shareholders who would like to raise a question on this item? May I ask the operator to open the voting system for agenda item 3c. Voting is now open. Voting is now closed. I'm pleased to report that agenda item 3c passed with a vote of 99.9% in favor. I would now like to discuss agenda item 4. The proposals to release the members of the Executive Board and the members of the Supervisory Board from liability are separate agenda items and will be voted on separately.
However, I will deal with questions on items 4a and 4b together. Are there any shareholders who would like to raise a question? May I ask the operator to open the voting system for agenda item 4a, the proposal to release the members of the Executive Board for the exercise of their duties. Voting is now open. Voting is now closed, and I am pleased to report that agenda item 4a passed with 97.48% of the votes in favor. May I ask the operator to open the voting system for agenda item 4b, the release of liability for the members of the Supervisory Board. Voting is now open. Voting is now closed. I am pleased to report that 97.48% of the votes have been voted in favor of agenda item 4b, and it has passed. Moving to agenda item 5.
As detailed in the explanatory notes to the agenda, the first four-year term of Ms. Heleen Kersten will expire after today's annual general meeting. We are pleased that Ms. Kersten is available for reappointment for a period of four years. Her term of reappointment will run from today until after the annual general meeting of shareholders to be held in 2030. The term of Mr. de Kreij will expire upon conclusion of this meeting, and he will retire from the Supervisory Board as planned, in line with his decision in 2024 to make himself available for a reappointment for one final two-year term. On behalf of the Supervisory Board, I would like to express our gratitude to Jack for his highly valued and appreciated contributions as Vice-Chair and member of this Board, and in particular, for chairing the Audit Committee.
Jack, we will miss your commitment, your eye to detail, and your words of wisdom. We enjoyed working with you, and we wish you all the best. I do still have your cell number. Thank you, Jack. With Jack retiring, Chris Vogelzang will take over as Vice Chair of the Supervisory Board. I don't even know where Chris is. The Supervisory Board is pleased to propose the appointment of Mr. Maarten de Vries as a new Member of the Supervisory Board with effect from today until after the annual general meeting of shareholders to be held in 2030. It is our intention to appoint Mr. de Vries as Chair of the Audit Committee after his retirement as CFO of AkzoNobel in about one year's time. Until that time, Mr. Chris Vogelzang will also act as Chair of the Audit Committee.
We appreciate your willingness to step up and take this additional role, Chris. Upon the reappointment of Ms. Kersten and the appointment of Mr. de Vries by the general meeting of shareholders, the Supervisory Board will continue to consist of nine members, of whom five are women and five are men, in line with our profile. Let's proceed with item 5b, the reappointment of Ms. Kersten. Heleen has extensive knowledge of corporate law and corporate governance. We highly value the contributions Heleen has made as a member of our Board and Co-Chair of the Selection and Remuneration Committee and are pleased to nominate her for appointment to her second four-year term. Are there any shareholders who would like to raise a question? Yes, sir.
[ Non-English content]
Again, I'm sorry. Unless you can ask the question in English.
Shall I give a quick comment?
Sure
Yes. As a V ice- Chair of the Supervisory bBoard, I will do it in Dutch quickly. [ Non-English content] Just the answer was I advise the shareholder to liaise with the corporate legal counsel after the meeting.
Thank you.
Yeah.
Maarten.
Maarten. Yeah. Yeah. Is that okay?
If there are no other questions, let's proceed with the voting. May I ask the operator to open the voting system for agenda item 5a? Voting is now closed. I'm pleased to report that agenda item 5a has passed with 95.94% of the vote in favor. Let's proceed with item 5b, the appointment of Maarten de Vries. Maarten is an experienced leader with extensive international management experience and financial expertise. Before we open the floor for questions and go to the voting on agenda item 5b, I would like to give Maarten the floor for a brief introduction.
Thank you, Ann. I'm very pleased to be here today with all of you. In fact, I'm very honored with the proposal for my appointment to the Supervisory Board of Wolters Kluwer. If I reflect on the discussions I've had so far, I must say I'm very impressed with the caliber and the dedication of the people in Wolters Kluwer. I'm also looking forward to working closely together, of course, with the colleagues in the Bupervisory Board. A bit of my background. I'm currently, as Ann said, I'm the CFO and member of the Management Board of AkzoNobel, in fact, since 2018. Prior to that, I have been in the same position at TNT Express and Intertrust as CFO and as member of the Management Board for a period of three years.
Before that, in the period between 2011 and 2014, I was CEO of TP Vision, which is a globally operating standalone company. Before that, I've held various senior positions in Philips Electronics, amongst others, chief information officer, chief procurement officer, and various other functions, also part of a member of the group management committee. Indeed, apart from Wolters Kluwer, I don't have any other non-executive functions, because as you know, I accepted to stay and extend my tenure with another year at AkzoNobel to support the merger and the completion of the merger with AkzoNobel. From a personal perspective, it's maybe interesting to know that I lived for more than 10 years in Asia. I worked and lived for more than 10 years in Asia. That's also where I met my wife. My wife is Chinese. Currently, obviously, we live in Amsterdam.
Our two kids have grown up in the meantime. They live in London. The oldest one is working already in London, and the younger one is still studying in London. We are empty nest here in Amsterdam with a dog. With that, I look very much forward to be part of the Supervisory Board and to share my leadership, my experience, and my global perspectives, and of course also therefore to support the growth and the innovation of Wolters Kluwer. With that, thank you very much.
Thank you, Maarten. Is there anybody who would like to raise a question? Let's start the voting. May I ask the operator to open the voting system for agenda item 5b? Voting is closed. I'm pleased to report that agenda item 5b has passed with a 99.12% votes in favor. Congratulations, Maarten, and we look forward to working with you. Heleen Kersten, Chair of the Selection and Remuneration Committee dealing with remuneration matters, will introduce you to agenda item 6.
Thank you, Ann. Based on a regular review by the Supervisory Board of its remuneration, which was amended most recently in 2024, it is proposed to increase the Supervisory Board remuneration with effect from January 1st, 2026, to more closely align the remuneration with benchmark data provided by the independent consultant to the Supervisory Board. The Supervisory Board took into consideration the responsibility of Supervisory Board members, remuneration levels at other two-tier board Dutch-listed AEX companies, and selected European companies, as well as the international composition of the Supervisory Board. The increase is in line with the remuneration policy for the Supervisory Board, which was adopted by the general meeting of shareholders in 2024. The precise remuneration amounts for the Supervisory Board members for the financial year 2026 and onwards are included in the explanatory notes to the agenda. Are there any shareholders who would like to raise a question?
If there are no questions, may I ask the operator to open the voting system for agenda item 6, the proposal to amend the remuneration for members of the Supervisory Board. Voting is now open. Voting is now closed. I am pleased to report that agenda item 6 passed with 98.26% in favor. Thank you. I would now like to discuss agenda items 7, 8, and 9 together. These are the authorizations given to the Executive Board that return to the agenda each year. Under agenda item 7a, it is proposed to extend the Executive Board's authority to issue shares and/or grant rights to shareholders, or grant rights to subscribe for shares for 18 months as of today, up to a maximum of 10% of the share capital issued as of today.
Agenda item 7b concerns a proposal to extend the Executive Board's authority to restrict or exclude the preemptive rights of holders of ordinary shares for 18 months as of today, up to a maximum of 10% of the share capital issued as of today. Under agenda item 8, it is proposed that the Executive Board will be authorized for 18 months to acquire shares in the company, up to a maximum of 10% of the share capital issued as of today on the stock exchange or otherwise. Agenda item 9 requests a resolution for the Executive Board, if it so wishes, to cancel the ordinary shares of the company share capital that the company has purchased or will purchase on the basis of agenda item 8. The precise wording of these resolutions can be found in the agenda with the accompanying explanatory notes.
I would now like to turn to questions about agenda items 7, 8, and 9. Are there any questions from shareholders in the room? May I ask the operator to open the voting system for agenda item 7a, the extension of the authority of the Executive Board to issue shares. Voting is now open. Voting is now closed. I'm pleased to report that agenda item 7a has passed with 99.87% of the vote. May I ask the operator to open the voting system for agenda item 7b, the proposal to extend the authority of the Executive Board to restrict or exclude statutory preemptive rights. Voting is now open. Voting is now closed. I'm pleased to report that this agenda item has passed with 98.07% of the vote in favor.
May I ask the operator to open the voting system for agenda item 8, the proposal to authorize the Executive Board to acquire shares in the company. Voting is open. Voting is closed. I am pleased to report that agenda item 8 has passed with 99.09% of the votes cast in favor. May I ask the operator to open the voting system for agenda item 9, the proposal to cancel shares. Voting is now open. Voting is now closed. I am pleased to report that agenda item 9 has passed with a vote of 99.23% in favor. I now turn to our final agenda item, the proposal to amend the articles of association of the company by lowering the majority for adopting the remuneration policy of the Executive B oard from a super majority of 75% of the votes to a simple majority of the votes cast.
Dutch law explicitly provides for the possibility to do so. Let me provide you with some additional explanation. Wolters Kluwer is a talent-driven global technology company competing worldwide for talent. It is critical for Wolters Kluwer to be able to compete on a fair and level playing field globally when it comes to attracting and retaining talent in order to create sustainable long-term value for our stakeholders. Currently, such a level playing field does not exist due to the Dutch rule setting a 75% super majority as default to pass a remuneration policy. This super majority is unique to the Netherlands. In all other EU member states, in the U.K., and in the United States, adoption of the remuneration policy requires a simple majority. A situation in which a minority of shareholders can block majority-supported provisions could stall progress and create attraction and retention risks for our talent.
Over the past few months, we've engaged extensively with institutional shareholders regarding the proposed amendment. A substantial majority of the shareholders we consulted understood the rationale for aligning with the global standard of a simple majority. We firmly believe that aligning with the global standard serves the best interest of both the company, its shareholders, and its other stakeholders. We will continue to actively engage with our shareholders on remuneration topics, and we aim to achieve high levels of support for remuneration policy proposals. I would now like to see if there's any questions on agenda item 10.
Yes, thank you. Eric van den Hudding on behalf of European Investors-VEB. I'd like to make a statement, and I'd like to ask three questions, if I may. First of all, the VEB was unpleasantly surprised to find out that Wolters Kluwer is seeking shareholder approval for lowering the statutory minority required for adopting the remuneration policy. As far as we are aware, this is the first time that a listed company proposes an amendment of this nature. The VEB strongly opposes this proposal and intends to vote against it. The VEB has always and consistently advocated for a 75% threshold for remuneration policies. Strengthening shareholder oversight of executive remuneration has long been a focus point of the VEB, even before the implementation of the Dutch Corporate Governance Code in 2004.
The current super majority requirement was intentionally introduced to ensure broad shareholder backing for remuneration policies and to strengthen shareholder oversight. Against that background, we do not find the rationale presented by the company particularly compelling. I understand the company's argument regarding the international competitiveness and the global market for talent, particularly in technology and AI-related fields. Lowering the threshold appears to reduce an important shareholder protection mechanism rather than improve engagement or governance quality. The reference to more recent IPO companies applying a 50% threshold before the listing, in our view, is misplaced and far removed from best practice. In fact, Wolters Kluwer itself has demonstrated in recent years that broad shareholder support can be achieved through meaningful engagement and responsive dialogue with investors. The remuneration policy received very strong shareholder support both in 2021 and 2025.
As a matter of fact, in our view, there's no compelling reasons whatsoever for such a fundamental change. It entails a serious curtailment of shareholder rights. Three more questions. First of all, could the board explain why the current framework is insufficient and why reducing shareholder rights is preferable to continuing constructive dialogue with shareholders on remuneration matters? In preparation of this proposal, Wolters Kluwer has engaged extensively with governance and investment teams. What percentage of shareholder capital was engaged, and how was the shareholder feedback reflected in the final proposal? Lastly, and I think this question is already a step up to next year, should shareholders interpret this proposal as a signal that Wolters Kluwer is preparing for substantial revision of the remuneration policy at the 2027 AGM, potentially including a material higher level of executive compensation? Thank you.
Okay. Let me speak to our engagement on this topic. We have over 1,000 institutional shareholders, right? We engaged with many of those shareholders. As you can imagine, we can't engage with 1,000 shareholders. The shareholders we were able to engage with, keep in mind, some people don't want to engage, right? There needs to be an organization that wants to have the conversation. The ones we spoke to, the significant majority were in favor of this once we could explain it to them. Right? Many of our shareholders not based in the Netherlands, and only a very small % of our shares are represented in the Netherlands. Many of them were not even aware of the requirement.
I do think it's critical in our minds, the level playing field for us is critical. Given the markets that we compete in, we're a global company, we're competing for AI talent, technology talent. We felt it was very important that we have this level playing field. I understand what you're saying. We may be the first listed company to propose this, but as you mentioned, companies now, the trend is before they list, they move to the 50%. I think the statistic now is 13 of the 29 AEX companies have adopted the 50% policy. There is a trend, even within the Netherlands, to go to this option, which the statute clearly provides. I guess we'll agree to disagree.
We've had extensive engagement, of course. Yeah. That's also been the, how do you call it, the conclusion of our conversation. A good conversation, but we disagree. Yeah.
We look forward to continued engagement in the future. Are there any other questions?
Third question.
Oh, I'm sorry. We didn't answer your third question. I'll let Heleen talk about.
Shall I? Okay. Thank you, Anne. Yes, as to your third question. At this stage, no specific changes are planned, and any future amendments to our remuneration policy will continue to follow our governance process, including objective benchmarking, extensive shareholder engagement, and detailed disclosures. Any adjustments in the future will be explained clearly, as we have done in the past. Of course, will be submitted to the AGM for approval, again, after shareholder consultation. Yeah, just to reinforce what Anne also said, we remain committed to reaching high levels of support among shareholders for our remuneration policy. Yeah, today, we're just really here proposing the amendment of the articles to lower the threshold. Thank you.
May I ask the operator to open the voting system for agenda item 10? Voting is now open. Voting is now closed. Agenda item 10 has passed with 54.17 of the vote in favor. As you can see, opinions on this resolution are divergent. Let me make a couple remarks in relation to the voting result. First, on behalf of Wolters Kluwer, we would like to express our deep gratitude to those shareholders who supported us on this proposal. We spoke to many institutions in a very extensive government engagement. In the process, as I mentioned, we discovered that many investors around the world were not familiar with the super majority provision default rule in Dutch Civil Code.
We also found that once we had the opportunity to explain it and explain our situation and our rationale, the significant majority of those investors with whom we spoke understood our point of view. As I mentioned, we have close to 1,000 institutional investors, making it impossible to speak with all of them, which in part we think explains the votes against. We also know that there are shareholders who feel strongly about the super majority rule for Dutch companies. We want to thank these shareholders for their time and consideration, and we want to reassure them, as expressly stated in our agenda, we remain committed to achieving high levels of support for remuneration policies. We are committed to engaging with shareholders on remuneration, both in advance of putting forward a policy, and if there is significant dissent following an AGM. Thank you.
Before closing the meeting, I want to ask if anybody has any final questions for any other business. Seeing no final questions, I want to thank you for your participation and input today. They're greatly appreciated. Have a good remainder of your day. Thank you and goodbye. I now close the meeting.