Ladies and gentlemen, dear shareholders, good morning. I'm very proud to address you today for my first general meeting as Chair of the Board of Directors of BIC. I'm joined by our new CEO, Rob Versloot.
Good morning.
On behalf of all members of the board, I'm thrilled to welcome you to this general meeting for FY 2025. This General Meeting is being webcast live on BIC's corporate website and will be available for replay. First, allow me to introduce the directors who are present in the auditorium today. Rob Versloot, our CEO. Albert Baladi. Marie-Aimée Bich-Dufour. Geoffroy Bich. Sébastien Drecq. Karen Guerra. Esther Gaide. Candace Matthews. Véronique Laury. Héla Madiouni and Marie-Edmée Vallery-Radot.
The members of the Executive Committee are also present. Laura Vanhoutte will act as Secretary for the General Meeting. The following persons will act as vote-tellers: Ms. Marie-Edmée Vallery-Radot, who represents Société M.B.D., shareholder and director. Mr. Domitille, who represents Faison Capital , shareholder. We will give priority to the shareholders of BIC during the Q&A session, but I ask you to kindly authorize the presence of journalists and analysts in the room.
Before we proceed, I would like to pay tribute to my uncle, François Bich, who passed away on the 23rd of February. He was the son of founder Marcel Bich and devoted his entire career to the group. He left an indelible mark on the group's history, mainly through the development and the global success of the BIC lighter, division that he ran for more than 40 years. He was a visionary and was deeply attached to the Group's values. He left a lasting impression on all of our employees. I now declare open the General Meeting of our company. Let me now hand over to Laura Vanh outte.
Thank you, Édouard. For the record, this General Meeting was convened by a prior meeting notice serving as meeting notice that was published in the Bulletin of Official Legal Notices, the BALO, on April 10, 2026, as well as a meeting notice published in the Journal Spécial des Sociétés on April 29, 2026. An attendance sheet was established, was signed by each member of the general meeting on their way in, either in their personal capacity or as authorized representative. It is noted according to the provisional attendance sheet that 1,576 shareholders who own together , 34,913,598 shares represent 85.87% of the share capital are present or represented. As a quarter of the shares comprising the share capital and carrying voting rights are present or represented, the meeting is therefore declared duly constituted and may validly deliberate on both ordinary and extraordinary matters.
I shall disclose the final figures before the vote on resolutions. All documents required by law have been submitted to me. They were made available to shareholders at the company's registered office and on the company's website within the statutory deadline. The agenda for the general meeting will be reviewed and detailed before the resolutions are voted on. It is noted that this agenda was set by the board of directors on February 24th, 2026. I can also inform you that no shareholders have submitted any draft resolution. We shall start this meeting with a presentation of the highlights for the past year, as well as on our progress in terms of sustainable development by Rob Versloot, our CEO. Grégory Lambertie, our Chief Financial and Digital Officer, will be presenting the 2025 consolidated results and BIC's performance in the Q1 of 2026.
We shall then listen to a presentation of Tangle Teezer by James Vowles, its CEO. We'll then continue with the parts on corporate governance and the reports by statutory auditors. We'll then move on to the presentation of and the vote on resolutions before ending with a Q&A session. Over to Rob Versloot.
Thank you, Laura. Hello everyone and welcome to BIC's Annual General Meeting. I am Rob Versloot. I'm the Chief Executive Officer of BIC. If I may, I will proceed in English.
I am very happy to be here with you today for my first shareholders meeting as CEO of BIC, having joined the group in September last year. I was also co-opted by the board of directors of BIC upon the recommendation of the nominations, governance, and CSR committee. I would be honored if the shareholders would approve the ratification of this co-optation as director, which is submitted to the vote of the General Meeting today, and I will be honored if the shareholders could approve it. Throughout my career, I have seen firsthand the reach and relevance of the BIC brand around the world. It's a brand that people know, trust, and use every day, and that's something truly special.
BIC offers iconic essential products used by billions of consumers globally. I'm honored to lead this remarkable company with such a strong legacy, and I'm energized by the opportunity of writing BIC's next chapter of growth. As the new CEO, my first priority when I arrived was clear, shift gears and set a strong foundation for the future. This transition didn't happen overnight and is still in progress. Together with my new leadership team, we're moving quickly with focus and determination to shape and deliver our new strategy. When I look back at my initial assessment of BIC's strengths and the foundations for our new strategy, I am fully confident that the power of our brands, the depth of our distribution network and our excellence in manufacturing will remain instrumental pillars in shaping BIC's future.
I look forward to coming back in September to share with you our new strategy and the next phase of BIC's transformation. Let me now tell you more about BIC's performance in 2025. 2025 was a tough year for BIC. We navigated significant headwinds across some of our key markets, marked by macroeconomic uncertainty and softer consumer trends. In addition to this, BIC's own performance was challenging. I would like to highlight the following key takeaways about this challenging year. First, in this demanding environment, we managed to stabilize the business in the H2 of the year and delivered results in line with the expectations I set when I joined as CEO.
Second, we took decisive actions by streamlining our brand portfolio with the discontinuation of underperforming activities such as Skin Creative and the sale of our Cello business in India. At the same time, we successfully integrated Tangle Teezer, which delivered double-digit growth in its first year with BIC. This very strong performance reflected clear evidence of disciplined execution strong cross-functional collaboration, and the rapid alignment of Tangle Teezer with BIC's operating model.
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We put in place a new leadership team that is fully mobilized and actively shaping the organization to support our future operating model and restore sustainable profitable growth. Let me now walk you through BIC's shareholder remuneration for the FY 2025. In line with BIC's capital allocation policy, the Board of Directors proposes an ordinary dividend of EUR 2.40, representing a 51% payout ratio. In addition to this dividend, we are renewing our share buyback program in 2026 with a total consideration that can reach up to EUR 40 million. Our resilient free cash flow in 2025 enables us to continue delivering these returns to our shareholders while reinvesting in the business to deliver on our strategic goals. On that end, our new strategy will be communicated to you in more detail during our strategic update in September.
I now would like to go over the progress we have made on our sustainable development journey and outline the next steps we are taking to continue advancing on this path. In 2025, we continued to make tangible progress, completing the last year of the Writing the Future, Together sustainable development plan. We achieved key milestones across three core ESG KPIs. 100% of cardboard packaging now comes from a certified recycled source. Second, we reduced our Scope 1 greenhouse gas emissions by 47% compared to 2019. Lastly, we helped improve learning conditions of 245 million children across the globe, notably through the work of the BIC Corporate Foundation.
More recently, we have just published the new edition of our Sustainable Development Reports that can be found on our website, we have announced our new commitments going forward as a continuation of the Writing the Future, Together plan. Going forward, our next steps are fueled by everything we have learned so far, we are actively mapping our path ahead. Our new sustainable development priorities will be focusing on three key pillars: circularity, climate, and people. First, creating everyday essentials for circularity with responsibility and accountability. Second, making climate action part of how we work, create, and grow together.
Third, putting people first in our communities, products, and workplaces. The targets and main KPIs behind each of these commitments will be disclosed during our strategic updates planned in September. Let's now take a closer look at our 2026 outlook. In this year of transition, and as BIC's leadership team prepares its strategic plan, we anticipate, under current assumptions, improving organic net sales trends in 2026, a slight expansion in Adjusted EBIT margin as well as a stable free cash flow. At the same time, we remain mindful of the highly volatile environment, particularly the evolving situation in the Middle East.
While our direct exposure is limited and no major operational disruptions have been observed to date, we are actively managing potential risks and maintaining flexibility in our execution. To conclude, 2026 is a key transitional year for BIC, as we are focused on improving and transforming our business as well as implementing the right structure and operating model. With the full support of the Board of Directors and my new leadership team, I strongly believe we are well positioned to prepare a clear action plan and write the next chapter for BIC. I'm very optimistic that the decisive actions we have taken so far are laying strong foundations for BIC to return to sustainable profitable growth. I now would like to give the floor to Grégory Lambertie, who will present to you our 2025 consolidated results and our net sales performance for the Q1 of 2026. Grégory.
Thank you, Rob. Good morning, everyone. I am Grégory Lambertie, CFO of Société BIC. I'm delighted to be with you today for the shareholders' meeting. Like Rob Versloot, this is also my first AGM at BIC, having joined the group this past January. I'm pleased to present BIC's consolidated results for FY 2025, together with our net sales performance for Q1 2026. Let me begin with an overview of our financial performance in 2025. Net sales totaled EUR 2,090 million, down 0.9% on a like-for-like forex basis. Excluding scope effects related to the integration of Tangle Teezer and the disposal of Cello in Q4, organic growth was down 4.7%. Adjusted EBIT came in at EUR 283 million, representing a margin of 13.6%, down 2 points compared with 2024. This mainly reflects the decline in net sales, partially offset by the cost-based actions we implemented during the year.
Adjusted group earnings per share were EUR 4.74 compared with EUR 6.15 in 2024. Lastly, free cash flow reached EUR 222 million, and we ended the year with a net cash position of EUR 234 million. Let us now review our 2025 performance by division. First, net sales for the Human Expression division totaled EUR 736 million, down 6.3% at constant currencies. This decline was mainly driven by weaker performance in Latin America and the U.S., as well as the negative contribution from businesses discontinued in 2025, namely Cello, Rocketbook, and Skin Creative, which offset the continued strong growth recorded in the Middle East and Africa. Net sales for the Flame for Life division came to EUR 723 million, down 6.7% at constant currencies, notably due to softer performance in North America and Latin America.
Lastly, net sales for the Blade Excellence division reached EUR 602 million, up 15.7% at constant currencies, primarily driven by the contribution from Tangle Teezer. Excluding Tangle Teezer, sales were down 0.8%. The integration of Tangle Teezer has been a real success, with strong sales growth in 2025 and a 4.1-point contribution to Group net sales, while also delivering a positive impact on margins. This excellent performance reflects disciplined execution, close collaboration between the Tangle Teezer and the BIC teams, and Tangle Teezer's rapid integration into our operating model. James Vowles, CEO of Tangle Teezer, who's kindly joining us today, will speak to this outstanding performance in just a few moments. The next slide presents the Group's main income statement items for 2025. It should be noted that in 2025, BIC carried out several asset disposals and discontinued activities that have been dilutive to the Group's growth and margins.
As a result, a number of exceptional items were recognized during the year. In 2025, non-recurring items amounted to EUR 127 million, compared with EUR 53 million in 2024. They mainly included EUR 104 million related to the discontinuation of the tattoo businesses grouped under Skin Creative, as well as Rocketbook, EUR 11 million related to disposal of Cello in India, and EUR 10 million in fair value adjustments relating to long-term power purchase agreements entered into in France and Greece. This slide outlines the main components of our free cash flow generation in 2025. Cash flow from operations totaled EUR 400 million, down EUR 71 million versus last year, mainly reflecting the decrease in operating margin. Changes in working capital had a positive effect of EUR 7 million.
Income taxes paid amounted to EUR 90 million, and CapEx totaled EUR 87 million, broadly stable compared with last year. Overall, free cash flow generation remained solid at EUR 222 million. In addition to the free cash flow items just mentioned, the Group paid EUR 127 million in dividends and carried out EUR 40 million in share buybacks in 2025. As of the end of December 2025, our net cash flow stood at EUR 234 million, up EUR 45 million compared with December 2024. Let us now turn to Q1 2026 net sales, which were published on April 28th. Net sales totaled EUR 453 million, representing organic growth of 1.6%, in line with expectations and with the trajectory shared at the beginning of the year.
Growth was driven by all categories and major regions. The continued improvement in North America reflects the effectiveness of the actions implemented by the Group in this key market, particularly in stationery, lighters, and hairbrushes. However, we recorded a decline in sales in the Middle East and Africa as the ongoing conflict continued to weigh on regional performance. Lastly, following a successful first year within the BIC Group, Tangle Teezer once again acted as a strong growth driver, delivering sales growth of 13% over the quarter. The outlook is a positive one.
To conclude, our Q1 performance was in line with expectations. Over the remainder of the year, we will continue to strengthen our commercial execution across our key regions. At the same time, we will continue to advance our strategic transformation with the objective of reinforcing the core fundamentals that have underpinned the Group's success since its inception. In September, we will present our new strategy designed to return BIC to sustainable and profitable growth. I will now hand over to James Vowles, CEO of Tangle Teezer, who will present the business and its recent performance.
Thank you, Grégory. Good morning, everyone. My name is James Vowles, and I'm the leader of Tangle Teezer. I speak a little French. Forgive me now if I switch to English.
I'm delighted to be with you today to talk to you about Tangle Teezer. By way of introduction, I spent the last nine years with Tangle Teezer and now with BIC, leading this special brand through sustained growth. Myself and the Tangle Teezer are delighted to be part of the BIC Group and looking forward to taking the brand to new growth heights. We're a very visual brand. What we wanted to do was to start off the presentation with a video which captures some of our brand highlights and innovation across 2025 and also 2026.
Great. I hope you enjoyed that as much as I did. The key thing to take away is Tangle Teezer is delivering consistent growth across markets and across product groups, a real sign of brand strength. I'm aware that many of you are not as familiar with Tangle Teezer as you are with the other BIC products. I wanted to give you a little bit of a recap to Tangle Teezer. Tangle Teezer was created in 2007 by hairstylist Shaun Pulfrey, who launched the product on Dragons' Den, [Foreign language]-
Known in France as [Foreign language]
-distribution in a leading high street retailer, Boots, in the U.K. before expanding internationally. Fast forward 19 years, we've now sold 140 million brushes worldwide. At the heart of Tangle Teezer's success is the ability to customize the bristle or the teeth to work for different hair types. Whether you have fine hair, straight to wavy hair, or thick and curly hair, the brush works really, really well.
Over the years, the brand wins multiple awards from titles such as Marie Claire, Vogue, and Elle, as well as generating 5-star reviews across the world from consumers. It's a very, very special brand. In summary, Tangle Teezer is a fast-growing brand in a growing category, which is also very fragmented but has lots and lots of opportunities for growth. The brand is sold in 75 countries worldwide, and the ability to customize the hairbrush for different hair types means that we are a market leader in a number of very diverse markets, whether it's the U.K., the U.S., France, Brazil, or Japan. We also have great strategic partnerships with retailers, bricks-and-mortar retailers and online retailers, where our premium price positioning coupled with our sustained growth makes us the preferred choice amongst retailers as well as consumers.
In 2025, you know, we delivered double-digit growth. That was marked by consistent growth across markets, across sales channels, and across product groups. At the heart of our model is investing in marketing. 2025 saw very successful launches from Extra Gentle, which you saw in the video, the Chromes collection, which I'll touch on, and also the Matte collection. At the end of the day, you'll get a matte hairbrush as part of your goodie bag. 2025 also saw us integrate into BIC's world-class supply chain. We are now using BIC's facilities to both manufacture and distribute the products with the objective of delivering cost savings which can be reinvested into the business. Across the world, we retain those market-leading positions.
We're the number 1 in the U.K., the number 3 in the U.S., and we have top three positions in markets like France, Germany, and Japan. Really strong year. I wanted to bring to life our sort of brand business model with the Chromes collection. All of our innovation or innovations is rooted in insights. We work with trend agencies a couple of years in advance to identify what are going to be the trends which are going to be on the catwalks or the red carpet events. We deliberately design products, fabulous projects, products which will encapsulate those trends. We work with curated gift boxes with influencers to bring that product to life and present them to retailers.
The commercial model, the premium price nature of Tangle Teezer, plus our sustained track record in delivering growth year- after- year, means that we generate disproportionate shelf and in-store gains. Then we see consumers, you know, add great 5-star reviews to our product pages as well some fabulous comments about their experience with Tangle Teezer. Moving on to 2026, the momentum has continued. As Grégory said, we deliver 13% net sales growth in Q1, and that's been consistent again across regions. We also saw the benefits of the supply chain integration with BIC. That's not all for 2026. While Q1 has started very strongly, we're very, very confident about sustained growth for the rest of the year. Also in the video, we talked about the Devil Wears Prada collaboration, which sets our execution to a new level.
We invested in social media, both in terms of paid and organic programs, a lot of work in terms of influence and gift boxes. We got great support from our retailers, both in-store and online, and we hosted events both in the U.K. and the U.S. where we invited top-tier journalists as well as influencers to be part of the launch. That in turn has generated great press coverage. That's not just it for 2026. We have some really, really exciting product launches which will set the new standard for accelerated growth for Tangle Teezer for years to come. In summary, this is a fabulous business with lots and lots of growth opportunities.
We're very, very excited about the future, and I look forward to talking to you more about some of the new product launches at future meetings. I'm now going to hand over to Édouard Bich, who's going to take you to the governance part of the section. Thank you.
Thank you, James. Ladies and gentlemen, I suggest we now move on to governance. I'll just start with a few words on the organization of governance, and then I'll give you a recap of the work of the Board of Directors for FY 2025. To date, the Board is comprised of 12 directors. Of which four independent directors and two directors that represent employees, and all in all, 60% of women. First, in terms of governance, following the announcement that Gonzalve Bich was stepping down from his position as director and CEO, the Board of Directors organized his succession plan and an ad hoc succession committee was set up in order to carry out the selection and preparation process for this nomination. Thus, Rob Versloot was appointed CEO. This decision came into force on the September 15th, 2025.
Besides, the Board reviewed the terms and conditions of the remuneration of Gonzalve Bich in the context of his departure as well as those applicable to Rob Versloot in his capacity as CEO. Again, in terms of governance, the Board strengthened its membership by appointing new directors. The approval of co-optations will be put to your approval today. Now, in terms of strategy, the Board has supported the completion of the Horizon Plan that came to an end in 2025, while starting to reflect on the Group's future strategic orientations. In addition, further to the acquisition of Tangle Teezer, the Board followed the integration work of that business within BIC. The Board also carried out a strategic review of the Group's activities, which led to the disposal of BIC Cello in India, and the discontinuation of tattoo activities that were grouped under Skin Creative as well as Rocketbook.
As part of its work, the board also paid particular attention to the sustainability, environmental, and societal challenges, mainly through the review of the CSR Directive requirements. In line with its fiduciary responsibilities, the Board continued its work on risk management, on the risk management strategy, on the financial and legal risks or aspects related to the group's activity, as well as all issues related to corporate officers' remuneration. In 2025, the Board convened 13 times. The attendance rate was 93%. It demonstrates the commitment of our directors. Throughout the year, our board also benefited from the expertise of its three specialized committees. These committees convened many times. The engagement rate was high. This has translated into an average attendance rate close to 90%. The Audit Committee supported the Board on the review of financial statements, on risk monitoring, as well as the monitoring of liquidity and strategic operations.
The Remuneration Committee was instrumental in the context of managerial transition by ensuring that remuneration policies would be in line with market practices and corporate interests. The Nomination, Governance, and CSR Committee focused on the membership of the board, on succession plans, and sustainability issues. Last, in the context of the events that occurred recently, I can inform you that BIC, as well as the French financial market authorities, the AMF, were notified in compliance with applicable regulation that we entered into a shareholders' agreement with MBD. MBD entered into a shareholders' agreement with the voting bloc, which accounts in total for 44.5% and 59% of the voting rights. This shareholders' agreement reaffirms the BIC family's commitment to maintaining its long-term shareholding in Société BIC. Its primary purpose is to formalize a family preemption right in the event of the sale of Société BIC shares held by family shareholders.
This is an additional milestone which demonstrates and strengthens in the long term the Bich family's commitment for BIC. This is in line with the changes that occurred in the company's governance in 2025. Let me hand over to Laura Vanhoutte, who is going to be presenting the evolutions that will be put to your vote in relation to the membership of the board. Laura.
Thank you, Édouard. As regards governance, we propose to you the reappointment of two directors. First, the renewal of Candace Matthews' term for three years. We would like you to make the decision on the reappointment of Véronique Laury for two years. Further to the changes in governance in the FY 2025, the board is recommending you to vote on a number of ratifications, co-optations, and reappointments. First, we propose that you approve the cooptation of Rob Versloot, who was provisionally appointed by the board of directors at its meeting on the September 12, 2025 as a director, replacing Gonzalve Bich.
Rob Versloot will serve the remaining term of his predecessor until 2028. We further propose that you approve the co-optation of Albert Baladi, provisionally appointed by the Board of Directors at its meeting on September 12th, 2025, as an Independent Director, and to renew his term for a period of three years. Over to Albert Baladi.
Thank you, Laura. Greetings. My name is Albert Baladi. I'm a Spanish national and I have Lebanese origins. I spent most of my career in international groups, global groups as it were. For more than 40 years, my wife and I have lived in seven countries on the five continents. I am delighted to be here to introduce myself. I started my career within Procter & Gamble. I then went on to work for PepsiCo, the Yum! Brands Group, and then Suntory, where I eventually became the CEO of the spirits part, Beam Suntory, which is now known as Suntory Global Spirits. In that context, I brought about strategic changes in a very demanding, very challenging environment, which was quite similar to the environment where BIC is operating today.
Then I retired. Today, I'm a shareholder. I'm also an independent director at Pernod Ricard. I'm also an independent director for a number of startup companies. I remain particularly focused on governance, strategy, and corporate responsibility matters. I'm delighted to have been co-opted as a director of Société BIC. It's been an amazing experience the past two months, and I am honored to be able to continue to serve. Thank you in advance for your support, and I hope to be able to make a meaningful contribution to the next chapter of BIC's development. Thank you very much.
Thank you. Albert, we're next asking you to ratify the co-optation of Geoffroy Bich as director made on an interim basis by the board of directors at its meeting of September 12, 2025, and to renew his term of office for a period of one year. Geoffroy, the floor is yours.
Dear shareholders, my name is Geoffroy Bich and I'm a member of the Bich family, the controlling shareholder of Société BIC. I began my career with the BIC Group more than 30 years ago, 35 years ago, and over the years I have held a variety of operational and leadership roles, both within the group's industrial operations and in international environments. I held several positions within the manufacturing activities of BIC's 3 divisions before taking responsibility for industrial sites in France, Spain, Brazil, and China.
These experiences gave me an in-depth understanding of our businesses, our products, and the industrial, commercial, and human challenges facing the Group. Today, as Vice President in charge of Business Development, based in Dubai, I support the growth of BIC's activities across the Middle East and Africa through a pragmatic and performance-driven approach, while remaining deeply attentive to the human dimension that lies at the heart of our success. Building on this experience, I would like to continue supporting the Group in its growth and transformation ambitions by bringing to the board a detailed understanding of its operations, its markets, and its teams. Thank you for your trust and support.
Thank you, Geoffroy. We are asking you to ratify the co-optation of Karen Guerra as Independent Director, made on an interim basis by the Board of Directors at its meeting on December 16, 2025, and to renew her term of office for a period of three years.
Ladies and gentlemen, dear shareholders, hello, my name is Karen Guerra. I speak a little bit of French, it's probably safer for everyone if I revert back to English. I graduated from The University of Manchester and my career has been focused on the industrial and consumer sectors. For more than 20 years, I held senior positions in leading international companies, notably at PepsiCo and Colgate-Palmolive. Most of those years were at Colgate-Palmolive, and I served finally as the PDG, President General for the U.K., and then finally for France. I've acquired a solid non-executive and governance experience by serving as a board member for several international companies, including Amcor plc, Campari, RS Components, which was formerly called Electrocomponents, and Swedish Match.
Finally, since 2020, I've been an independent director and member of the nominations and remuneration committee for British American Tobacco, and in fact, in April, I was elected as the senior independent director of that company. Drawing on these experiences, I am fully prepared to assume my responsibilities as director of BIC, and I would be honored to contribute my expertise to the board in support of BIC's long-term success. Thank you.
Thank you, Karen. Following this shareholders' meeting and subject to the approval of the resolutions, the board of directors will comprise 12 directors, including four independent directors and two employee representatives. I will now hand over to Jeremy Thurbin representing the statutory auditors for the presentation of their report.
Thank you, Laura. Ladies and gentlemen, dear shareholders, good morning. On behalf of the statutory auditors, members of the EY and Grant Thornton networks, I have the pleasure to report on our engagement for fiscal 2025 and summarize the various reports we have established. Next slide, please. Our reports regarding the ordinary part of the AGM. Mostly we're reporting on the related party agreements and the consolidated and parent company financial statements.
Regarding the extraordinary part of our AGM, we have issued two reports regarding delegations of authorities and proxies given to the board of directors for a number of share capital transactions. Regarding the financial statements, we have issued reports on the consolidated financial statements as well as the annual financial statements. You can find them on pages 322 and 346 of the URD. We expressed no reservations. We have an unqualified opinion regarding the fairness, consistency, and true and fair view of the financial statements. There is, however, a change in the accounting method regarding the annual financial statements in 2025.
Key audit matters considering the relative contribution to the financial statements as well as the discretion and judgment required included the following, assessment of the recoverable value of goodwill, I'm referring to our report on the consolidated financial statements, and secondly, evaluation of equity investments, I'm referring here to the parent company financial statements. We also performed a number of specific verifications. We have no observations regarding the information disclosed in the management report as well as the corporate governance report in line with existing legal provisions. Next slide. We also established a report on related party agreements. You can find it on page 350 of the URD.
It's been brought to our attention, convention which was authorized during previous fiscal years and entered into during this fiscal year. This agreement between your company and Gonzalve Bich allowed on December 11th financial arrangements for a six-month period following the end of his term of office. Our special report also refers to agreements approved during the past year between your company and Gonzalve Bich, previously authorized by the board on December 11, 2024, which determines the financial conditions of his exit. Next slide. Regarding the resolutions proposed for the extraordinary part of your AGM, we have established two reports regarding the authorizations and delegations given to the board to perform a number of share capital transactions. The reports regarding Resolutions 2024 and 2025 call for a non-qualified opinion on our part. This concludes our presentation, ladies and gentlemen. Thank you very much for your attention.
I will now present a summary of the proposed resolutions before moving on to the Q&A session, during which priority will be given to the shareholders. In summary, the following resolutions are submitted for your approval. We are submitting for your approval the parent company consolidated financial statements for fiscal 2025, having taken note of the various reports issued by the company, the statutory auditors. We're also proposing the payment of an ordinary dividend of EUR 2.40 per share. The detailed information relating to these three resolutions was presented earlier in the meeting by Grégory Lambertie. We are also submitting for your approval the statutory auditor's special report confirming the absence of related party agreements for fiscal 2025 and describing the implementation of agreements previously authorized.
Under the fifth resolution, you are being asked to renew the authorization granted to the board of directors to trade in BIC shares within a limit of 10% of the share capital. With respect to governance matters, we are asking you to renew the terms of office of Candace Matthews and Véronique Laury for periods of three years and two years respectively. You are also being asked to ratify the co-option of Rob Versloot as director. He will serve for the remainder of his predecessor's term, namely until 2023. Lastly, we are asking you to ratify the cooptations and renew the terms of office of Albert Baladi and Karen Guerra for periods of three years, as well as Geoffroy Bich's term of office for a period of one year. Resolutions 15 to 23 relate to the compensation of corporate officers.
In addition to the presentation made earlier, detailed information relating to this compensation is set out in the Board of Directors Corporate Governance Report in Chapter 4 of the 2025 URD, as well as in the notice of meeting brochure. This compensation is submitted for your approval in accordance with the provisions of the French Commercial Code. Resolutions 15, 16, and 20 therefore relate to the compensation policy, including in particular the compensation of Gonzalve Bich, CEO until September 15, 2025, and of Rob Versloot, CEO from September 15 onward for the 2025 financial year, and the principles applicable for 2026.
Resolutions 18, 19, and 21 relate to the compensation components applicable to the chairman of the board for FY 2025, namely Nikos Koumettis, who served as chairman until May 20th, 2025, and Édouard Bich, who served as chairman since May 20th, 2025, as well as the principles applicable for 2026. Resolutions 22 and 23 relate to the director's compensation policy and to the aggregate annual amount allocated to director's compensation for fiscal 2026, set at EUR 750,000. Let us now move on to the extraordinary resolutions. Under Resolution 24, you are being asked to renew the financial authorizations granted to the board of directors to reduce the share capital through the cancellation of shares.
Resolution 25 relates to the delegation of authority granted to the board of directors to carry out a capital increase through the issuance of new ordinary shares and/or securities giving access to the share capital while maintaining shareholders' preferential subscription rights. Resolution 26 relates to the delegation of authority granted to the board of directors to decide one or more capital increases through the capitalization of reserves, retained earnings, share premiums, or any other amounts eligible for capitalization. Resolution 27 proposes an amendment to Article 8-bis of the company's articles of association relating to disclosure thresholds. The 28th and final resolution is a customary one and relates to the granting of powers required to complete the legal formalities. Let's open the Q&A session. Go ahead, sir.
My name is Jean-Pierre Seguilier. I'm an individual shareholder. I have a tiny question. It may be a silly question, following previous AGMs.
I'm sorry, sir, we can barely hear you.
In previous AGMs, we were given ballpoint pens as a goodie. We were given lighters, we were given shavers. I showed this quite original lighter to the people around me, and they felt it was extremely convenient being able to use flat-faced lighters. We try to find it elsewhere, and nobody has ever been able to find it. Is that on purpose? Is that a marketing campaign, or did something fall through the cracks?
Good morning . Thank you very much for your question. This product is very interesting indeed. It's extremely useful and has an added benefit. Its environmental impact its environmental footprint is extremely low. We launched it in the U.S. market, and it's been extremely successful there. Why did we give the U.S. market priority? Well, in terms of supporting the brand, it's taken longer to launch and build this brand in Europe. Over time, you will be able to find it in more and more stores, I'm delighted that you actually looked for it. Thank you.
Hello, Mr. Louchet. I'm an individual shareholder. Can you tell us about the proportion of plastics that come from the conflict areas in the Middle East? Is that a lot? What is the impact on your cost prices?
Hello, my name is [Mr. Rosenfleck]. I'd like to ask a question about the 4-Color BIC pen. You can see it everywhere in France. You can't go to museum or to a newsagent or to a small town without seeing it. There are new collections every week. I'd like to know what the impact is on stationery. This formula, this recipe has been very successful in France. Has it been copied elsewhere in the world?
David?
Good morning, sir. Thank you very much for your question. Yes, you're absolutely right. The 4-Color pen is an iconic product for BIC. It was already very successful a few decades ago in France. Now it is in the U.K., Spain and Belgium, also in the U.S. We have our head of U.S. operations. I think we have hit the EUR 5 million or EUR 7 million, actually EUR 7 million bar. We hit the EUR 75 million bar the world over recently. It is really expanding from France, the legacy country. Now our ambition is to gain market shares everywhere in the world. Thank you.
Sir.
I am an individual shareholder and I'd like to address the Skin Creative that was taken over a few years back. The company said that the outlook was fairly bright. What are the main takeaways? I mean, what conclusions did you draw? Why did you decide to discontinue this activity? India will become the largest population worldwide. Why are you pulling out of this market? 1 last question. One of BIC's specificities, as I see it, is integration, manufacturing, and a lot of marketing activity. What about the marketing activity for hairbrushes? Is it done in-house or is it outsourced? Thank you very much.
Over to Rob.
Let me start with answering your question concerning the tattoo business, Skin Creative. I think earlier the company was expecting a good performance of this business, but after having seen its performance in our portfolio for a couple of years, we concluded that business was actually negatively contributing to both our growth and profitability. Despite various tentatives to change the direction of the business, the company did not manage to do so. We felt for the long-term future and health of BIC, it was better to cease those activities. That's Skin Creative. Your second question is concerning our divestment of our operations in India.
Also here, we concluded after having observed the performance over several years and several tentatives to improve the performance, that we concluded that this business would not contribute significantly both to growth and to our profitability. Again, for the long-term future we felt it was a better decision to divest the business. The third element?
The marketing of Tangle Teezer. Integration of Tangle Teezer.
I think we are extremely happy with Tangle Teezer's performance. As you may have seen also in James' presentation, they have a very strong marketing capability. I think we, as BIC, can learn from it. Our intention is to maintain the marketing of Tangle Teezer separately from our other activities.
Sir.
As regards Tangle Teezer, the gentleman's question was, whether there was an industrial integration of production like in BIC.
I misunderstood that. Absolutely, I think this is, you know, one of the many good aspects of the combination of Tangle Teezer and BIC. We have started to produce the Tangle Teezer brushes in BIC factories, both in Mexico and Tunisia. By doing so, we will be able to generate cost savings. You heard James speaking, he'd like to reinvest that in the brands to further accelerate the growth of Tangle Teezer. There are great supply chain synergies between BIC and Tangle Teezer.
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No more questions. The Q&A session is now over. No one has requested the floor. We shall vote on resolutions. Before we proceed with the vote on resolution, I'm going to inform you on the final quorum. There are 1,616 shareholders, voting shares, that are present, represented, or voted by proxy that represents 34,917,671 shares. That represents a final quorum of 85.88%. The quorum is therefore met for resolutions. We're now going to watch a short explanatory video on how to vote with the tablets. A tablet has been handed over to you to vote during the general meeting. It's strictly for personal use and will be only used during this general meeting. When the vote on a resolution is announced, the voting window will automatically pop up on your tablet, even though the tablet can be on standby.
Voting is extremely simple. Press the button that reflects your choice, in favor of, abstention, against. Press Okey to confirm your choice before the end of the vote. Once your vote has been approved or confirmed, you cannot change it. Please make sure you return your tablets on your way out of the room. Thank you. Resolution 1. Approval of the corporate statements of the financial year ended on the December 31st, 2025. Vote is open
[Foreign language] The vote is closed. The resolution is adopted with 99.99% of votes. Resolution 2, approval of consolidated statements for the financial year ended on December 31st, 2025. Voting is open. Voting is over. This resolution is approved with 99.99% of votes. Resolution 3, appropriation of earnings for the financial year ended on the December 31st, 2025 and setting of the dividend. The vote is open. The vote is closed.
Excuse me, sir, the question was off mic, but the interpreter heard that Mrs. Vanhoutte said "as from the June 3."
This resolution is approved with 99.97% of votes. Resolution 4, report by statutory auditors on related party agreements. The vote is open. [Foreign language] The vote is over. This resolution is approved with 81.64% of votes. Resolution 5, authorization granted to the board of directors to allow the company to take action on its own shares. The vote is open.
[Foreign language] Vote is closed. This resolution is approved with 99.92% of votes. Resolution 6: Reappointment of Candace Matthews as a director. The vote is open. The vote is closed. This resolution is approved with 91.99% of votes. Resolution 7: Reappointment of Véronique Laury as Director. The vote is open. [Foreign language] The vote is closed. This resolution is approved with 86.11%. Resolution 8, approval of the co-optation of Rob Versloot as director to replace Gonzalve Bich. The vote is open. [Foreign language] The vote is closed. This resolution is approved with 99.3% of votes. [Foreign language] Resolution 9, approval of the co-optation of Albert Baladi as director in replacement of Jake Schwartz. The vote is open. [Foreign language] The vote is closed. This resolution is approved with 99.9% of votes.
[Foreign language] Resolution 10. Reappointment of Albert Baladi as the director. Please vote. [Foreign language] Time's up. Resolution carried. 99.23%. Resolution 11, ratification of the co-optation of Geoffroy Bich as a director to replace Timothée Bich. Please vote. [Foreign language] Time's up. Resolution carried, 91.08% of the vote. Resolution 12, reappointment of Geoffroy Bich as a director. Please vote. [Foreign language] Time's up. Resolution carried, 90.05% of the vote. Resolution 13, ratification of the co-optation of Karen Guerra as a director to replace Carole Callebaut Piwnica. Please vote.
[Foreign language] Time's up. Resolution carried 99.52% of the vote. Congratulations. Resolution 14, reappointment of Karen Guerra as a director. Please vote. [Foreign language] Time's up. Resolution carried, 98.61% of the vote. Resolution 15. Resolution 15, approval of the information on the remuneration of the corporate officers referred to Article L22-10-91 of the French Commercial Code for fiscal year 2025, ex post vote. Please vote. [Foreign language] Time's up. Resolution carried 99.03%. Resolution 16, approval of the fixed, variable, or exceptional components of total remuneration and benefits paid or granted for FY 2025 to Gonzalve Bich CEO until September 15th, 2025. Please vote.
[Foreign language] Time's up. Resolution carried 76.7%. 7%. Resolution 17: Approval of the fixed, variable, or exceptional components of total remuneration and benefits paid or granted for FY 2025 to Rob Versloot, CEO, from September 15th, 2025. Please vote. [Foreign language] Time's up. Resolution carried 93.78%. Resolution 18: Approval of the fixed, variable, or exceptional components of total remuneration benefits paid or granted in FY 2025 to Nikos Koumettis, Chair of the Board of Directors until May 20th, 2025. Please vote.
[Foreign language] Time's up. Resolution carried 99.91%. Resolution 19, approval of the fixed, variable, or exceptional components of total remuneration and benefits paid or granted in FY 2025 to Édouard Bich, Chair of the Board of Directors, from May 20th, 2025. Please vote. [Foreign language] Time's up. Resolution carried 94.27%. Resolution 20, approval of the remuneration policy for the executive corporate officers. Please vote.
[Foreign language] Time's up. Resolution carried, 94.24%. Resolution 21: Approval of the remuneration policy for the chair of the board of directors. Please vote. Time's up. Resolution carried 99.99%. Resolution 22, approval of the remuneration policy for directors. Please vote. [Foreign language] Time's up. Resolution carried 99.86%. Resolution 23, setting the total annual amount of remuneration for directors for fiscal 2026. Please vote.
[Foreign language] Time's up. Resolution carried 99.86%. Resolution 24, authorization to be granted to the board of directors to reduce the company's share capital by cancellation of Treasury shares. Please vote. [Foreign language] Time's up. Resolution carried 99.99%. Aye. Resolution 25, delegation of authority to be given to the board of directors to increase the share capital by issuing new ordinary shares and/or securities giving access to the capital with preservation of shareholders' preferential rights of subscription. Please vote.
[Foreign language] Time's up. Resolution carried 99.71%. Resolution 26: Delegation of authority to be given to the board of directors to decide to increase the share capital on one or several occasions by incorporation of reserves, profits, premiums, or other sums of money whose capitalization shall be accepted? Please vote.
[Foreign language] Time's up. Resolution carried, 93.99%. Resolution 27, amendment to Article 8-bis of the company's Articles of Association relating to threshold crossings. Please vote. [Foreign language] Time's up. Resolution carried. 87.27%. Resolution 28, Powers for Formalities. Please vote. [Foreign language] Time's up. Resolution carried 99.99%. This concludes the voting process. Thank you, and I will now hand over to our CEO.
Thank you, Laura. Dear shareholders, first of all, thank you. Thank you for your votes. I am delighted to have taken part in my first shareholders meeting as a Chief Executive Officer of Société BIC. I would like to share a final few words with you. I will do it in French. Thank you. I have always been struck by the unique character of this company. BIC is a universal brand that is deeply embedded in the everyday lives of billions of consumers around the world. Our mission is rooted in a simple belief, to provide essential, high-quality, thoughtfully designed products that meet the real needs of consumers, or as I often say, beautiful everyday essentials. To continue strengthening the power of its brand, the group must keep reinventing itself.
2026 will be a year of transition, a year during which we will continue streamlining and transforming the organization, the goal being to restore sustainable profitable growth and also create long-term value for all stakeholders. I would like to extend my warmest thanks to all our teams across the world. I have met employees who are committed, who are deeply attached to the brand, and who are determined to move BIC forward. Also, I would like to thank the board of directors. Thank you all for your trust. I'd also like to thank you, dear shareholders, for your support throughout this important year for BIC. Thank you so much.
Ladies and gentlemen, as Rob just said, 2026 will be a transition year for our group, a year during which the leadership team led by Rob, with the support of the board of directors, will present and implement a new strategic plan. Please be assured of the commitment of all our employees around the world, our leadership team, and our board of directors to uphold and embody BIC's values. It is now time to bring this AGM to a close. Thank you all for being with us today. I propose that we adjourn the meeting. I look forward to seeing you all again next year.