Ladies and gentlemen, good morning and welcome. I would like first to thank you for being here despite this heat wave in the spring. Thank you for being here today, and thank you for the trust you are giving us. We are very happy to review the performance for fiscal 2025 and to submit the draft resolutions to your vote. In a challenging context, we want to make this annual meeting a moment of sharing and openness. I will be chairing the meeting with the scrutineers, being Clément Soudot from Sanofi and Cyril Rollin for L'Oréal. Sébastien Hache will serve as secretary to this meeting in his capacity as secretary to the board. With me on stage are David Seignolle, the CEO of the group, as well as Olivier Falut, the CFO of EUROAPI.
I would also like to thank our statutory auditors, including Eric Picarle, for the BDO firm, who will be reviewing the various reports. I declare the 2026 annual meeting open, and I give the floor to Sébastien Hache.
Thank you, Chair. Since safety is key at EUROAPI, you have the map of this room where you have the emergency exits being displayed. Now, the annual meeting was convened by convening notice published in the Legal Gazette on the 20th of 2026, as well as a convening notice posted on the online Legal Gazette on the 29th of April 2026. Ordinary letters were sent out to all registered shareholders under Article R. 225-68 of the Commercial Code. Ernst & Young Audit and BDO Paris are the two auditing firms who are here present with us.
With respect to the attendance sheet, an attendance sheet was signed by each person in this meeting when they entered the room, either in their personal name as a registered shareholder or in their capacity of proxies. It is noted that 211 shareholders, 65,000,702 shares, representing 68.93% of capital. The meeting is thus declared as properly constituted and can validly be organized in its ordinary and extraordinary form. All of the documents, as provided by law, are here on this table, and they were made available to the shareholders at the head office of the company and in the website of the company. Let us review the agenda for today.
22 items fall within the remit of the ordinary shareholders meeting, like the approval of the financial statement, the related party agreements, the renewal of the directors, the say on pay policies. Three resolutions are within the remit of the extraordinary annual meeting. This agenda was approved by the board meeting of the 16th of March 2026. I would like to tell you that no shareholder has put forward any draft resolution. Thank you.
Thank you, Sébastien. David and Olivier will be with me to review the performance and results, as well as the status of the FOCUS-27 plan. After my brief introduction, Olivier will be walking you through the results of fiscal 2025. David will tell you about the outlook and the FOCUS-27 plan. After David's talk, I will review some developments in the governance structure of the group.
Elizabeth Bastoni, who chairs the Appointment and Compensation Committee, will review the compensation policy for the corporate officers. We'll answer any questions you may have after the detailed presentations of the resolutions and the reports of the statutory auditors and before you take your vote. All of the presentation will take place in French. Simultaneous interpretation service is available in English, as well as live transcription of the presentations and discussions as was requested by a person with hearing deficiency last year. We all know that 2025 was a challenging year. In a tough environment with tensions in our markets, fiercer competition, especially from Asia, and dynamics which are not as favorable as we had anticipated. In this tough context, our teams proved extremely dedicated and committed. They mobilized across all fronts to strengthen our effectiveness, strengthen our positions, and pave the way for the future.
Olivier Falut, our CFO, will review the various revenue aspects in some more detail. In such a context, again, a tough context, all of our employees in the group behaved with great discipline, practical and pragmatic behavior and determination, especially with a goal, which was to optimize our base of cost by reducing external expenditures in order to maintain and strengthen our financial discipline, and also to generate margin in order to pave the way for our future growth and our selective action. These measures, which were taken in 2025, which are still underway in 2026, are not adjustments, but they reflect structural developments and changes in the company and business model. Even though some KPIs connected with our plan reflect the reality, i.e. external pressure, we have a clear course, we know where we're heading to, and we have discipline to go about it.
Going back to how the company's changing, the key point was the appointment of David Seignolle as new CEO in late 2024, as well as the almost total renewal and change of our Executive Committee. Around David, we have a strong, cohesive leadership team with experienced professionals with rich and complementary backgrounds. Some with in-depth knowledge of the industry, some coming from different backgrounds and industries. What they have together is expertise in their own respective areas, which you may expect from directors, and to be fully dedicated to the success of the company and to work cohesively as a team. Each member actively contributes to the success of EUROAPI with the common goal of sustainably transforming the company while strengthening its performance.
This renewal is not just a change in the governance mechanism, it's a key driver to keep changing and transforming EUROAPI, which is an additional form of assurance for the board of EUROAPI to deliver on its roadmap and on its strategic goals. In fiscal 2025, we have stayed the course. Despite the headwinds, some key measures were taken so as to deeply change the company. The most important of those was the change in the product portfolio. In 2025, two third of our revenues originated in API products, i.e. differentiated APIs, up from 57% two years ago. This was a major change. In our FOCUS-27 plan, we want to be 70% of this proportion next year. In the CDMO business, the same deep change.
We went from a very broad opportunity-driven portfolio to a more mature portfolio with more than two-thirds of our projects being in an advanced phase, i.e. more visibility in the pipe, less risky projects as well. Finally, in order to implement this change, obviously, we have extended our industrial footprint, and we worked by taking resolute action and improve the productivity levels across our locations. We have paid for the future by a selective CapEx program. This is happening in a challenging environment, as I said, and knowing that the market is a changing market. It's a market with some EUR 200 billion in value, 80% of the value being dominated by small ingredients market, which keeps growing with high potential.
At the same time, the rules in this game are changing with increased pressure on margins, especially on the basic APIs, where all operators are confronted with pressures on their profitability. Among others, the reality is that the production costs are significantly higher in Europe than in other regions, especially China, and this generates sustainable imbalances and requires that we, EUROAPI, among other European operators, have to adapt. This involves the necessary change in our product portfolio. The key major change with respect to the supply chains, you know that Europe is highly dependent on Asia, especially China, for a number of the so-called essential APIs, especially antibiotics. There are strategic issues with respect to health sovereignty and securing our supply chains. The market is becoming more segmented, more polarized, more selective.
These changes are not just constraints, pressure on margins, but they are as well as many opportunities for companies which are capable of standing out, of differentiating, innovating, and transforming. This is exactly this momentum of change that EUROAPI is engaged in. David will repeat this in a more tangible manner. We have initiated FOCUS-27 as a strategic plan. Our markets are changing. Quite quickly, the board considered that we had to move faster and go further in transforming and changing the group. FOCUS-27 basically paves the way to establish robust foundations. We initiated transformation. We made defining decisions and started to deliver tangible results. Today, agility in execution and velocity in the executions will be key success factors. We've decided to accelerate in fiscal 2025, and to intensify the rollout of our FOCUS-27 strategic plan.
David will give you more detail on that. We decided to launch complementary targeted initiatives in order to sustainably strengthen the company and prepare for the future. These initiatives have a clear goal, i.e., improve our performance, strengthen our robustness, our resilience, and position EUROAPI on more buoyant and dynamic segments in the market. David Seignolle will review these initiatives in some more detail, knowing that we consider them as defining and important, showing that we are capable to adapt, be agile, and change and develop our plan depending on the context. David will review these initiatives in detail, but Olivier Falut will walk you through the results and performance of fiscal 2025.
Thank you, Emmanuel. Ladies, gentlemen, good day. I would start by a brief overview of our key performance indicators for fiscal 2025. Revenues reached EUR 848 million, down 7% over 2024.
Core EBITDA, not including one-offs connected with the implementation of FOCUS-27, reached EUR 66.2 million, i.e., an EBITDA margin of 7.8%. EBITDA, which includes the EUR 56.3 million of non-recurring items, reached EUR 9.9 million. Capital expenditures were EUR 77 million, i.e., accounting for 9% of revenues. Important to note that 55% of these CapEx were for growth and performance-driven projects. We'll go into some more detail later on. We've ended 2025 with a positive cash position of EUR 68.2 million, improving our working capital requirements by some EUR 120 million. Now, let's look into our consolidated financial statement, starting with the accounting KPIs, including EBITDA.
As you can see, the group's EBITDA was positive by EUR 9.9 billion in fiscal 2025, compared with a loss of EUR 43.6 million in 2024. This improvement originates in the reduction of non-recurring items, which reached EUR 56.3 million in fiscal 2025, down from EUR 94 million in 2024.
Among those, EUR 58 million are directly connected with FOCUS-27. We registered EUR 36 million of under-activity costs, mainly due to the streamlining of the Frankfurt location. We accounted for EUR 6.6 million of internal and external expenses connected with the transformation process of the company. Payroll expenses reached EUR 13.5 million on the back of some restructuring efforts, mainly covering the Frankfurt plan, as well as the disposal of Haverhill in the U.K. 2025 was marked by lower operating expenses related with lower payroll expenses and savings on external spending, as Emmanuel mentioned in his introductory remarks. Now, with respect to items below the EBITDA, operating income was a loss of EUR 130 million in 2025, compared with an operating loss of EUR 120 million in 2024. Depreciation amortization remained stable last year, and asset impairments increased.
This reflects the shutdown of the vitamin B12 project in Elbeuf due to the reassessment of its economic upside in a more and more competitive pricing environment. The second factor was that we align the long-term growth assumptions with the latest market trends. If we go on in the analysis, net financial investment income improved with a negative amount of EUR 7.5 million in 2025, down from EUR 19.1 million in interest result loss. This translates the reduction of the financial expenses following the financing plan. The tax charge of EUR 72.9 million in 2025 includes the impairment of deferred tax assets. All this leads to a net loss of EUR 211 million, up from EUR 130 million in fiscal 2024. As was mentioned before, capital expenditures reached EUR 77 million in 2025, i.e., 9% of revenues, down year-on-year because we stood at EUR 108 million for fiscal 2024.
55% of CapEx were devoted to growth and performance-driven projects to support initiatives to improve capacity, improve efficiencies in the key domains like peptides and oligonucleotides, prostaglandins, and corticosteroids. 21% of CapEx were connected with compliance-related investments. As a reminder, this portion of investments relates to issues of safety, quality, and environment requirements, some of it being mandatory.
24% of CapEx remaining are with maintaining the existing asset base. Now to end the review of financial KPI, some words on the change in our cash position, which was positive by EUR 68.2 million in late 2025 versus EUR 24.6 million back in fiscal 2024. Cash flows from operations generated EUR 128.5 million in fiscal 2025. This performance mainly originates in the change in working capital requirements, which improved by more than EUR 120 million. This improvement of working capital requirements reflects some factors. Number one, reduction in our inventories in the order of EUR 38.9 million.
Reduction in receivables, supported by FK program, which was launched in 2025. The other current assets and liabilities have improved as well, including EUR 36 million paid out by Sanofi in order to reserve minimal capacity across five selected products, EUR 18 million for subsidies and grants paid out at the start of the FK program, and EUR 6.5 million connected with the monetization of the research tax credits program in France. Taking into account the EUR 77 million of CapEx, which I mentioned earlier, available cash flows before financing reach EUR 51.5 million in 2025, up from EUR 15 million in 2024 only. Cash flows from financing operations include the cost of debt in the order of EUR 3 million, which is clearly down following the refinancing process, which came about in 2024. To end my presentation, let me share some non-financial facts and numbers.
The challenges in the course of 2025 has not weakened our sustainability commitments and requirements. Our goal to reduce carbon emissions in the short- term were validated by the SBTi organization, which clearly illustrates the strong alignment of our trajectory with the Paris Agreement goals and requirements. Looking at our emissions in 2025, clear progress is visible. We reached half of our goals for Scope 1 and Scope 2 emissions, and we already have exceeded our goal for Scope 3 emissions. This is a major milestone for the company. With respect to diversity, in the context of reorganizing the group, our goal for 2025 was not fully reached. We must recall that back in 2023 and 2024, our diversity ratio had improved, even exceeding our goals at the time. The long-term momentum remains positive. With respect to safety, despite pursued efforts, the frequency rates remained stable in 2025.
The majority of injuries are of low severity due to trips and falls. Having said that, one accident is one accident too much, and we'll strengthen our process by analysis of root causes and proactive preventative action. David will now review the prospect and outlook for 2026 and FOCUS-27.
Thank you. Greetings, dear shareholders. In line with the presentation of the accounts for FY 2025, let me start by the outlook for 2026. As Emmanuel just stated, the market environment remains tough and will continue to change fast. Competitive pressure, notably from Asia, low-cost Asian players, is intensifying. Against that background, we shall pursue rationalization of our business in order to focus our resources on the most differentiated products, those that create, generate the most value. Some non-differentiated APIs need to be stopped, but they will weigh on our activity in 2026. The impact will be between EUR 55 million and EUR 60 million on the year's revenues. As a result, we anticipate a drop of around 10% of revenues like for like. In view of that situation, we are pursuing our cost reduction efforts. We are striving to improve our industrial performance and to control our cash.
Of course, the priority remains the protection of our profitability while strengthening our operational model. We therefore anticipate that 2026 shall have a Core EBITDA margin on the whole in line with 2025. We shall also continue to apply very strict discipline on investments with a CapEx ratio expected at around 8% of revenue. Let me now return to the evolution of our FOCUS-27 plan and the actions implemented to adapt EUROAPI to the new environment. The purpose of the FOCUS plan is to significantly strengthen EUROAPI's fundamentals and deeply transform a number of key aspects of the group, including our API portfolio and our CDMO business. It's also important to adapt our industrial footprint to reduce our cost base lastingly while simplifying our organization. Over a period of two years, these actions have already produced concrete results.
We have strengthened our operational discipline and made the company more agile and more resilient. Emmanuel told you about the progress made by the plan. I won't go into much more detail. One must really insist on the fact that these are really truly structural initiatives. We have delivered a major part of the plan, despite difficulties. We have deeply improved the quality of our portfolio by limiting non-differentiated products. We have de-risked our CDMO business, and we have gained additional visibility. We've also transformed our industrial footprint, notably with a withdrawal from Haverhill, improved productivity, adaptation of our production capacity with very concrete results, and often in advance of the plan's deadlines. In parallel, we have simplified our organization, refocused our priorities, and sustainably reduced our costs. EUROAPI is now more agile, more disciplined, and better prepared for the future than it was in 2023.
We've evoked this before, operational discipline is reflected in a very strong improvement in our capital allocation policies. Our CapEx were down from EUR 137 million -EUR 77 million between 2023 and 2025. The ratio was brought from 14% - 9% over a period of two years, and very soon, 8%. This evolution reflects a much more selective prioritization of our investments with a focus on more profitable products that strengthen our competitiveness in the long- term. We shall continue to invest in our strategic platforms, notably peptides and oligonucleotides, prostaglandins, opioids, as well as complex APIs, where the entry barrier is very high. In parallel, we have also made the necessary decisions when market conditions no longer justified investments, as was the case for Project Vitamin B12. Emmanuel evoked this earlier. The environment around us has changed very fast and very deeply, and much more than anticipated.
This evolution is imposing adaptations we need to strengthen and become even more demanding in terms of execution. We have initiated transformation of the company. A lot remains to be done, but transformation is very much underway. Structural actions have been initiated, the foundation is becoming more robust, and the team is mobilized. At the same time, of course, the reality of the market is forced upon us, but we cannot afford to slow down. Quite the contrary, we must accelerate execution of the plan, go quicker, go stronger, be more selective, and boost performance. In order to go further, we are launching new initiatives to further strengthen our competitiveness and, of course, to lastingly support growth. The acceleration of FOCUS-27, our transformation, is based on three strategic pillars. The first one, as I was just saying, is obviously growth.
We wish to relaunch growth with more attractive offerings in our API, CMO, and CDMO business lines by strengthening our sales excellence and continuing our geographical expansion. First of all, we shall be continuing to reduce our exposure to small, standard active ingredients, which are subject to very high competitive pressure to refocus on segments with very high entry barriers, such as prostaglandins, corticosteroids, opioids. We are also going to strengthen our commercial CMO business because we are perfectly able to offer reliable and sovereign production to our customers who, especially as they wish to secure their API supply chain, that will allow us to secure repeat business and improve the usage rates of our production capacity.
We're also going to refocus our CDMO business on strategic customers and complex active ingredients, notably peptides and oligonucleotides, which means that we will stop diluting our sales efforts to focus our resources on key accounts and projects on which we have a high chance of success. Second pillar, the continuity of the FOCUS-27, operational excellence. We are accelerating standardization of processes to improve our production costs. We're also optimizing our supply chain in order to reduce costs. Naturally, we are sustainably improving our cost structure. All of this, of course, has the capacity to improve competitiveness. Third pillar, our organization. We are adapting our competence, our skills to a fast-moving environment, simplifying our processes, and moving our governance to become more effective and responsive.
In parallel to all of this, we must not forget that success for our FOCUS-27 plan requires preparing for the future with a long-term ambition that can generate value. EUROAPI wishes to become a benchmark European reference supplier in complex APIs, a sovereign supplier, a reliable partner for CMO for existing APIs, and a trustworthy CDMO for the development of new active ingredients and new medications. The market evolutions we're witnessing today further strengthen the relevance of our positioning. Health sovereignty, more secure supply chains, the need for reliable industrial partners, all of this is becoming increasingly strategic for ourselves and for our industry as a whole. We are transforming EUROAPI with method, discipline, and great determination. Our model will become more competitive, more agile, more resilient, but also more demanding in capital allocation.
The decisions we are making today are indeed tough, but they are necessary if we are to sustainably strengthen the group and prepare for long-term success. We're moving forward, eyes wide open, in the face of the challenges that are around us, but we are very confident in our assets and our ability to transform. This is the path we shall follow in the best interests of all of our stakeholders. Many thanks for your attention. Now back over to Emmanuel.
Thank you, David. Let us now discuss governance and then compensation and benefits. I would like to talk about the great quality of the board. There are less members now. It is more focused. We have had some who have been working with EUROAPI from the onset and who are very well-versed in all of the company's issues.
All of that is extremely valuable because it provides hindsight and stability in key moments. Along with these directors who have been there from the onset, we have other directors who have complementary expertise and who further enrich the board. 63 members of the board are independent, which makes them, of course, objective and independent in the decision-making process. We also have an international opening with four different nationalities, which is, of course, crucial for a global company. Finally, I would like to talk about the commitment of our employee representatives and say that their contribution is extremely valuable because they truly understand the reality on the field and the in-house momentum within the company. Truly, their contribution improves our work and makes our decisions more relevant. We have different profiles, different prospects, different outlooks, which strengthen the entire board.
Let me also tell you Do I have this slide? Sorry. The board is deeply engaged and highly active. Again, it worked very hard in 2025. The context was very demanding, of course. A lot of new decisions had to be taken, and we played our part in supporting, challenging, and working with management in the implementation of FOCUS-27. There were nine board meetings in the year with a participation rate of almost 100%, which is not very frequent. Beyond the frequency of these meetings, it's also the diversity of subjects discussed that's important. We were at the heart of a number of structural decisions, of course, the strategic roadmap, the growth prospects in the medium- and long- term, our ambitions post FOCUS-27, as David just discussed. Of course, we were also deeply involved in reorganizing the ExCo.
We remain deeply engaged in all of the decisions which may affect the long-term path of EUROAPI. Of course, management needs to play its role. Let me note that our decisions were always taken in a collegial manner with full responsibility and in the best interests of all of our stakeholders, among which, naturally, our shareholders. I would say that that deep commitment, strong commitment of management is a good sign. As for the board committees, there are a few changes within these committees. Tristan Imbert is now chairing the Audit Committee as an independent director after the departure of Rodolfo, where there was a conflict of interest because of his new job, a new position he took on in 2025. The representative of the French government now joined the ESG Committee. In terms of the proceedings, attendance more than 90% for all of the committees.
The audit committee was involved in examining the company's financials and risk management in a very significant way. The remuneration committee and the review of the independence of directors, for the ESG Committee, they monitored our commitments in terms of sustainable development and our sustainability declaration. Before I yield the floor to Elizabeth, I would like to tell you about a number of proposals we'll be asking you to vote on to try to modify the manner for which one votes for directors, so that all of the directors be renewed in 2026 rather than a tiered approach. It's quite unusual, but it's linked to the history of the EUROAPI carve-out. A number of current directors were appointed in May 2022 when the group was created, Elizabeth Bastoni, Cécile Dussart, and myself.
In addition to that, in 2023, Mattias Perjos was appointed for a three-year term, which is habitual in France. Which now brings us to a rather unusual situation. Notably, we only have a single cohort of directors whose term of office is reaching an end simultaneously. Therefore, we would like to suggest different durations for these terms of office one, two, or three years, so that we don't end up in the exact same situation down the road. The decision of this tiered approach addresses a number of complex ideas to ensure continuity of the board, to guarantee stability of governance in the long- term, which is, of course, very important in our industry. This also aims to facilitate the gradual integration of directors in a more effective way, and it allows a better organization of succession plans.
We believe this is truly in the company's best interests, and particularly for our minority shareholders. Now over to Elizabeth, who chairs the Compensation and Appointment Committee.
Thank you, Emmanuel. Dear shareholders, a good day. I would like to start by reviewing the compensation of the independent directors and that of the chair of the company for independent directors based on a budget of EUR 450,000 approved at the last meeting. It is suggested that EUR 396,784 be approved, including a fixed portion of EUR 60,000 by independent director, depending on the role in each committee. The compensation of the Chair of the Board will be EUR 270,000 in line with the approved policy. Now, exposed compensation for the CEO is made up of the following items. Fixed portion of EUR 485,000, flexible portion of EUR 397,700. Other items in the order of EUR 88,344. The total being EUR 971,044.
With respect to the flexible portion of compensation for the two financial indicators, that of the Core EBITDA margin was reached by 60%, and the cash flow KPI was exceeded by an amount of 150%, which explains why we have 102.5% as total achievement. The board of directors considered that the three individual goals for the CEO were achieved. The board has been satisfied that the first year of David Seignolle serving as CEO, despite it being a tough environment. Although he left the company in late 2024, we ask you to approve the balance payment of the flexible portion of 2024 of Ludwig de Mot. During the previous meeting, you approved the payout of EUR 143,700. After correction of the achievement rate for one of the KPI, the amount was adjusted up to EUR 151,130. The balance to be paid out is EUR 7,430.
Let's move on to the compensation policies for fiscal 2026. We move by way of resolutions 18 and 19 to approve the compensation of the directors and the Chair of the Board maintained to their 2025 level. The individual compensation of independent directors will be distributed as follows. A fixed amount unchanged of EUR 60,000 by director, whose payout will depend on the actual attendance, attending a minimum of 80% of Board meetings. Specific additional compensation to be granted to committee members remaining unchanged compared to 2025 for with compensation of EUR 4,000 for any director traveling to a non-European country. With respect to the Chief Executive Officer, the Board of Directors moves that his compensation be maintained to EUR 485,000. The target flexible portion being 80% of the fixed annual portion similar to last year.
The payout of the flexible portion will be dependent on the achievement of a number of goals, which are collective in the amount of 60%, as well as individual qualitative objectives in the amount of 40%. Individual goals and targets were defined consistently with the company strategy. 15% of flexible portion for fiscal 26 will dependent on the successful rollout of a commercial recovery plan, 10% covering the optimization of the organizational structure, and 15% covering the development of strategy aiming at the sustainable viability of the company. Knowing that it is key to restore the growth dynamics for your company, the board of directors decided to introduce a new mechanism with commercial performance incentive for fiscal 2026.
If the revenue for fiscal 2026 reaches or exceeds a predefined amount, which is higher than the budget amount, a multiplying factor of 1.25 would be applied to the total compensation amount for the flexible portion of the CEO. Now, the long-term compensation for the CEO remains a key component in the senior leadership team, as well as for the CEO. In 2025, David Seignolle was granted both stock options and free performance shares, which all were dependent on the performance terms and conditions. Via Resolution 24, we move to authorize the board of directors to grant freely within the next 26 months, shares of the company reserved for employees and corporate officers, in the limit of 3.6% of capital stock, including 1%, which could be granted to corporate officers.
The goal of these performance shares will be to retain those senior executives and engage them in the success of the group. The strategy plan was devised to be fully consistent with the interest of the shareholders. With a vesting period of three years, the CEO will be required to keep 25% of the shares obtained at the time of vesting with performance terms, including both revenue targets and profitability targets. For the other ingredients of the plan, there will be a mix of performance shares and shares connected with the attendance. This concludes my presentation, and I turn over to Emmanuel Blin, our chairman.
Thank you very much, Elizabeth. Some concluding remarks before we review the draft resolutions. We all are aware that we operate in an uncertain and difficult environment. EUROAPI is operating in a period which requires that we are fully dedicated and determined.
We are convinced that your company has the resources, the talent, and legitimacy it takes to deliver a fruitful, successful future, which will generate values for all. The goal and ambition was re-written this year with a clear goal to become the sovereign provider of the country, a recognized CMO partner, recognized for its reliability with a trustful CDMO business to serve the development of the next generation drugs. The goal being to secure the value chain in the health industry. We all operate in a world where the issues of health, sovereignty, access to medication in Europe have never been as critical, and our role is essential in this world. Obviously, we move forward with humility, but we also have confidence in our ability to transform. Obviously, the board of directors is fully committed to stand with the leadership team to successfully carry out this transformational change.
We thank you for your trust and for your support in such a context. I turn over to Sébastien for the review of the resolutions.
Thank you, Emmanuel. I will review the resolutions which are submitted to your vote. The agenda, as well as detailed explanation of the resolutions, can be found in the report of the board of directors, which you have in your convening notice and which is available on our website. Let us start with resolutions which are within the remit of the ordinary shareholder's meeting. The first two resolutions, it is moved to approve the parent company and the consolidated financial statements for the year ended 31st of December 2025, after acknowledging the various reports.
It is also moved in resolution number three to allocate the net income for the year as carry forward. Finally, in resolution number four, it is moved to approve the regulated agreement signed between some companies affiliates and the Sanofi Group. It is moved in resolutions from five to 11 to renew the terms of office of some directors, Emmanuel Blin, Elizabeth Bastoni, Cécile Dussart, Sanofi-Aventis Participations SAS, Bpifrance, Géraldine Leveau, and Mattias Perjos. In resolutions 12 - 13, it is moved to co-opt and renew the term of office of Tristan Imbert as a director to your company. It is moved in resolution 14 to approve information relating to the compensation of corporate officers for fiscal 2025. In resolution number 15, to approve the total compensation of Emmanuel Blin as Chairman of the Board of your company for fiscal 2025.
In resolution number 16, it is moved to approve the total compensation benefits of David Seignolle as a CEO of your company for fiscal 2025. As resolution 17, it is moved to approve the variable components of the remaining balance of compensation paid out to Ludwig de Mot in respect of his office as CEO from 1st of March 2024 - 9th of December 2024. The next three resolutions move to approve the compensation policy for the members of the board of directors, resolution 18, and for Mr. Emmanuel Blin, Chairman of the Board, resolution 19, and resolution 20, for David Seignolle as CEO of your company. Resolution 21 moves to ratify the transfer of the registered office of your company.
Resolution 22 moves to have the shareholders in meeting to authorize the buyback of the company's own share in the context of a buyback program as at the 31st of December 2025. In the liquidity program, Kepler Cheuvreux bought out 1,676,754 share and sold 1,636,493 shares. At December 31st 2025, the company held 401,871 shares, i.e., 0.42% of the share capital. The cap will be 10% of share capital, the unit maximum purchase price will be EUR 15 per share. Let's move on with resolutions within the remit of the extraordinary shareholders meeting with Resolution 23, where we move to authorize the board of directors to cancel parts of all shares that the company might purchase on the back of authorization provided by the shareholders in meeting.
Resolution 24 moves to grant free company shares to company employees with a ceiling of 3.6% of share capital over a period of 26 months. Finally, resolution 25 is a habitual resolution to carry out legal formalities and any advertising efforts.
Thank you, Sébastien. I would ask Eric Picarle, representing the BDO auditing firm, to read out the reports by the statutory auditors.
Thank you, Chair. Ladies and gentlemen, dear shareholders, in the name of the auditors, Ernst & Young Audit and BDO Paris, I will report back on auditing for fiscal 2025. We have issued five reports so that you can vote. Three reports for the ordinary meeting on the related party agreements, and two reports for the extraordinary shareholders, as provided by law with respect to powers and carrying out any capital stock operation.
Last report by Ernst & Young Audit on the certification of sustainability information, which was communicated to you, knowing that this report is not subject to your voting. I suggest that we do not read them out exhaustively, but to focus on the key highlights and our concluding remarks. For the ordinary part of your meeting, I will be reviewing those reports on the parent company and consolidated financial statements as well as the special report on related party agreements. Financial statements were approved by your Board on the 3rd of March 2026. In this meeting, we have issued reports on the auditing of the parent company financial statements as well as on the consolidated financial statements as at the 31st of December 2025. You can find them in pages 2,010 and 2,013, as well as 182 of the universal registration document, which is available to you.
Our auditing will give you the reasonable assurance that the financial statements are fair and true with respect to French accounting principles and give a true and fair view of the company's financial position as well as performance for FY 2025. Our report on the annual consolidated financial statements take up the key auditing points, i.e., those items which we've considered most important in the review of the financial statements. For the consolidated financial statements, the key auditing matters relate to the recognition of revenue as well as depreciation and impairment testing. For the cash-generating units with respect to the parent company point, the key auditing matter that we mentioned in our report is with respect to the valuation of the equity interest on the balance sheets of your company. All this has been shared with the audit committee of your group, as well as its board of directors.
By way of conclusion, knowing that we were able to do our audit correctly, we are issuing an unqualified opinion on the parent company financial assessments and on the consolidated financial statement. Just a matter to report, i.e., a change in accounting method with respect to the regulation ANC 2022-06. With respect to the ordinary part of your shareholders' meeting. Next slide, please. We have issued a report on the related party agreements. We were informed of five such agreements to be voted upon by you. We've grouped them together into two categories in the context of this presentation. That between EUROAPI France and Sanofi Winthrop Industries on agreements connected with the GMSA, the Global Manufacturing and Supply Agreement, or the Reverse Manufacturing Supply Agreement.
You have another category of agreements between EUROAPI and Sanofi on the extension of the Master Carve-out Agreement relative to the update of some regulatory files. This report will enable you to acknowledge and become informed of those agreements under this general meeting, and you are able to look at the relevance of each of these agreements. For the ordinary part, for the extraordinary part of this meeting, very quickly, because you were just read out the resolutions by the secretaries to this meeting with respect to resolutions 23 and 24. Resolution 23 to reduce capital, we have no observation to make, no matter to report with respect to reduction of capital. Resolution 24, which was read out to you, is with respect to the grant of free shares to be issued.
We have no matter to report with the information which was provided to you in the reports by the board of directors. Much for the report subject to your voting. Information on the sustainability requirements, which are presented in the universal registration document, pages 318 -3 22. As a reminder, it is limited assurance covering three distinct areas. Number one, the compliance of the process implemented to assess sustainability-related information. The second is compliance with ESRS. Finally, the compliance with the requirements of disclosure of information under the Regulation 2022/852. We have no matters to report with respect to any error, omission, or inconsistency on these three areas. Thank you for your attention.
Thank you, Eric. Let us move on then to your questions.
Before we do that, before we give the floor to the audience with microphones traveling this auditorium, we will first answer questions which were sent to us in writing. Sébastien.
W e did receive answers by Alain Gerson in writing. Question number one. Mr. Chairman, EUROAPI has been shedding jobs in France. Its stock price went down below EUR 1.5. How can you explain that the Board of Directors maintains a CEO who is inexperienced, whose fixed compensation portion is in excess of EUR 400,000? His 2025 bonus, almost equivalent, which means that he will be compensated a bit more than EUR 1 million, including free and performance shares. Answer by the Board of Directors is as follows.
The board of directors affirms the trust it has in the ability of the CEO to carry out the transformation of EUROAPI based on his leadership, on his understanding of the key issues with the implementation of the FOCUS-27 plan. The board has been considering that David Seignolle's profile and track record are key assets in the current situation. His compensation are standard with the market levels and are dependent on demanding performance terms, which are directly connected with the successful transformation process.
Question number two. Mr. Chair, why has your board accepted to assess that the achievement was 102%, despite the fact that the EBITDA reached 60% of its performance with a profit warning and a drop of the stock price? Answer by the Chairman. The variable compensation portion of the CEO is dependent on quantitative and collective and individual qualitative targets.
With respect to the qualitative individual targets, the Board of Directors considered that the three individual targets for fiscal 2025 for the CEO were achieved, and defining measures to ensure the success of the company were taken in a tough, demanding environment. With respect to the financial targets for fiscal 2025, the Core EBITDA margin target was reached by 60% of the target, but the cash flow target was exceeded in the amount of 150% thanks to better discipline. This overperformance explains why the achievement rate was 102.5%.
Mr. Chair, question number three. Mr. Chairman, your role should consist in working to serve and protect the interest of shareholders, and you get paid EUR 270,000 to do this. If all shareholders lose their value of capital year after year, are we not in a situation where the chairman and the CEO protect their own respective interests to the detriment of the interest of the shareholders?
The board of directors responds and say that the compensation of the chairman and that of the CEO are rigorously set based on market trends and comparisons in line with governance guidelines. The compensation policy for your company aims at retaining key high caliber leaders able to drive the company forward in a tough context. There is no logic of any mutual protection. Much to the contrary, there's a demanding governance mechanism which is in place. Question number four.
A question about the independence of the independent directors. It would seem that they are elected by or appointed by Sanofi and BPI. Does that not mean to the great laxness on the manner in which the CEO and perhaps the chairman have not been punished because they continuing to receive compensation that is not in line with the company's performance? Answer by the board. The board rejects the allegation that the independence of directors would result in any form of complacency. The directors are assessed based on precise criteria. Once appointed, elected by the general assembly, they work in the best interests of the company independently and the best interests of the shareholders, not in the interests of those who appointed them.
There is continuous performance review of the CEO, whose compensation and benefits package is subject to a very strict and well-defined set of criteria that is reviewed on a regular basis.
Mr. Chair, an analysis I conducted on LinkedIn on what former ExCo members have become is that, in fact, senior profiles have been replaced by lesser qualified people. Are we going to continue to downgrade EUROAPI by saying, "Don't worry, everything's fine"? Answer from the board. Evolutions within the management team fall within a transformation process that adapts the team to the current challenges in order to strengthen the complementarity of skills and the ability to deliver. The CEO has created a well-mobilized team, a well-qualified team, in line with the needs of the company, and the situation is regularly monitored by the board.
We also received other questions after the deadline, one about the compensation and benefits packages. There was, although, one question about the tax domiciliation of the management team. Therefore whatever they do is perfectly legal and in line, and their activities in France are subject to taxation in France as per the law. Okay, let us now move on to a live in-person Q&A. We have two people who shall be circulating microphones in the room.
Ladies and gentlemen, Mr. Chair, Mr. CEO, let me start by thanking you. You kept up to your promise for the deaf and hard of hearing, which happens to be my own personal situation. I can hear you very well. Apart from Mr. Falut, who wasn't speaking very loudly, it was all very comfortable for me. Former chair, former director, former CEO myself, I would have three questions for you.
Three questions for Messrs. Blin and Seignolle. Both as an individual shareholder of EUROAPI, for the past three general meetings, I have managed to avoid significant losses, but also in my quality as a French taxpayer. When I invested in EUROAPI, like many other employees and shareholders of the company, I was attracted and allured by the project that was on the table, a European champion of health sovereignty to secure the supply of crucial medication in France and Europe. In the last meeting, you committed very strongly to restore the company's performance, improve value, and strengthen Europe's Health sovereignty. One can only note that one year later, the results are really not there, and that these promises appear hollow and as pretty much a disaster. Reality is really very far from what you had promised.
Jobs are being cut, the share price is down, employees are losing their jobs, while other shareholder employees are seeing the value of their savings shrink. Employee shareholders, and therefore French taxpayers, have suffered from mass value destruction while top management continues to receive very high compensation and benefit packages without suffering at all. Again, the same old excuses. It's because of Asia. That only applies to vitamin B12. It's because of the market, or the context, or the previous management team. Mr. Blin, you have been a member of this board since the foundation of EUROAPI. Mr. Seignolle, you've been here since 2023. The former management is you, basically. According to the universal registration document, Mr. Blin, you hold around 500 EUROAPI shares, which is the legal minimum required to sit. Viviane Monges had more than 22,000.
Mr. Seignolle, you seem to have bought absolutely no paying shares of EUROAPI with all of the money you're making. Mr. Gardet had more than 26,000. As for Mr. de Mot, I did not find any information. Even more surprisingly, and that shall bring me to my questions, the directors who represent the employees hold more EUROAPI shares than the Chair of the Board and the CEO put together. Which brings me to my questions. Mr. Chair, Mr. CEO, how can you today ask minority shareholders of this company and employee shareholders who are being affected by job cuts, and the French taxpayer to continue to believe in the future of EUROAPI in a situation where you have very little financial stakes in the company's success?
Second question, what have you, in very real terms, accomplished for France's and Europe's sovereign health sovereignty for public health and for the creation of value for shareholders and employees in compensation for all of the public money that you have received through the IPCEI, for instance, that was funded indirectly by French taxpayers? Finally, final question, which also goes to all of the shareholders who wish to be involved in EUROAPI's future and prevent the voting resolutions that would entrench the disaster. Should we believe that the EUROAPI project as it was sold initially is dead, or should we just accept that today the CEO and Chairman are no longer credible to drive the project? Many thanks for your answers. I hope you will have strong arguments.
You did not introduce yourself.
Thank you for your well-constructed question that seems to cover a whole lot of issues. Maybe David and I could share. I have been chairman of the board since December 2024, not since the origin, but I have indeed been an independent director since the very start and involved in development since the carve-out. I am very proud and very happy to have done so. Yes, it's true that the market performance at EUROAPI is, of course, not at all what it should have been. The company has run into difficulties, both in the stock market that are extremely significant. I understand, and the board fully understands, the perceptions that shareholders may have of this particularly disappointing market performance which is far below what it was initially. The share price has been dropping from the onset.
We fully understand how that can be perceived by the shareholders, and it doesn't make us any happier than you. The question you have asked initially was, what could this company do to become attractive again? To become attractive for investors in terms of the share price. If we are to become attractive, we need to strive for profitable growth, which is currently not the case, and has not been since the company was floated. Profitable growth, the first decision we took a number of years ago, was to refocus EUROAPI's strategy versus what was announced at the time of the carve-out. The 27 plan is moving in that direction. Of course, Haverhill, the Haverhill spin-off is part of Focus 2027. It wasn't planned initially. We said that we were going to dispose of Brindisi.
That was also not part of the EUROAPI story at the time of the carve-out. I think there was initial awareness that the strategy had to be reoriented versus what had been defined at the time of the carve-out. That strategy is FOCUS-27. A smaller company that produces and markets less non-differentiated APIs, and that has sales capacity to sell to other customers than Sanofi. There are elements of the strategy that existed at the time of the carve-out, and there are other strategic elements that are new. First point. Second point. At the time of the carve-out, or even 18 months ago, no one could have anticipated the highly aggressive stance taken by the Chinese notably, who have come to Europe in huge numbers. Of course, there are great geopolitical evolutions that you are witnessing as we are.
That required in 2025, and again today, to adjust FOCUS-27 and to add new aspects. Notably, as regards our investments and the sizing of our teams and so on. These changes are underway and are currently being discussed with the social partners. There's something new that is currently being executed. All of this to say, to answer your question, what could make EUROAPI attractive once more? All of these changes are designed and focused to allow us to boost revenue, to return to revenue growth. Revenue growth for differentiated APIs that are profitable. It's a path in our sector, in our industry, that takes some time. Changes in market conditions that emerge in 2025 and 2026 are making the change even more complicated, even more difficult. In addition to that and the necessary transformation of the company, we also need to face more intense competition.
I'm not blaming everything on China. I am just saying that the market conditions are strengthening the depth and breadth of changes that the company will need to undergo. That's the reason why the board of directors is happy with the initiatives taken by general management to accelerate change within the company. It's not a question of hollow promises. The board of directors promises nothing. What we are paying particular attention to is to ensure that management is implementing EUROAPI's transformation, because there is no choice. There is no other choice. Only transformation can allow us to return to profitable growth, if you think about things rationally. The process is underway, but it will take time, which is why we need highly mobilized and engaged teams, highly driven and motivated management.
We believe that we have the competitive compensation and benefit packages to allow us to have the right people to do it. As for IPCEI, in the EUROAPI's investment program, which is jointly funded by the French government. It was an important question. Maybe I should let David go into the finer details of what the state is funding, what is being done, what these R&D projects are, and what their importance is. They are not going to be yielding sales results in the short- term. These are R&D projects, either to allow us to launch new products or to make part of our current portfolio more competitive through innovation, by changing our manufacturing processes, notably. It's an R&D medium-term initiative. It should serve to boost EUROAPI's competitiveness, but it won't happen overnight. It's true, and rest assured or not, but the board is experiencing this situation.
It's an industry where things take time. Driving restructuring and transformation takes time. We have industrial sites, Seveso-listed sites, and so on. Transformations cannot be conducted over a period of two weeks or six months. We need to ensure that in the field of R&D and CapEx and growth, we can invest where there is a reasonable chance to remain sustainably competitive. Sometimes it's a risky bet. R&D always is. We all hope that we will win these bets, but who knows? Mr. Robert, many thanks for your question.
You are right to note how important the IPCEI program is. It is a CapEx program which is of significance for us because it will determine the future of EUROAPI above and beyond 2030, and it is an R&D-driven project, as Emmanuel said, and on the three areas of focus that IPCEI, European corticosteroids, going from micronization to nanonization. Basically, this work and development work will span out the next six to eight years, by way of research and development, with investment spanning the next 10 years. Your question was relevant as to, and interesting with respect to, what did we do? We worked hard and fought hard to sign this contract, which was only signed in early December last year. The French state does not take it lightly to sign such a contract with as much CapEx.
This is why we worked hand in hand with the administration agencies, the French administration agencies, to make sure that everything which was done was done properly, and this was done until late 2025. Having said that, we have not stayed idle, waiting for the contract to go live. Before, we worked hard, and the first step we took was to contractualize all this work with academics, with small size businesses, be they manufacturers, be they firms, and research and design firms and companies and OEMs and equipment manufacturers. We worked hard last year to start the first stages of work and to contractualize things. Development work is underway. Of course, these R&D projects will take time, but I believe we are well positioned to soon deliver, and I hope we'll be delivering as early as 2027 on part of this program.
Obviously, you can imagine that if and as the French state subsidizes up to EUR 140 million, this means that EUROAPI's CapEx are of a more significant nature, and we are paying high attention to how and what we spend out. We told you about very disciplined, very strict investment management policy, and the same goes with IPCEI. We haven't spent, and we will try and be as effective, as efficient as possible by spending less, if possible. If this happens, we'll ask less from the state, and the EUR 140 million is the maximum ceiling, which obviously will have to be supported and justified. Last point, you can imagine that the French state is scrutinizing what we've been doing and how we've been spending.
Just a few weeks back, we had a meeting with representatives of the Ministry for Capital Goods and Equipments scrutinizing what we've done with strict requirements, and we'll keep moving forward in this way.
Thank you. With respect to any questions you may have on shares you hold. The first point I would say is that in the compensation package for the CEO, a significant portion of that is with respect to the grant of free shares, free performance shares, and stock options, and David is the potential holder of shares with performance options, and David is the potential owner of a high, vast amount of EUROAPI shares. The board, and we all consider that is the best way to align the action of the CEO with the interest of the company by allocating performance shares to the CEO. This is my first answer.
Maybe David can speak about his own position with respect to his holding and investments. I'm turning over to him.
We are in a complex situation for EUROAPI in the industry. We won't repeat what was said. In this respect, it is critical that we provide a strong action with new strategy, which we have detailed. In this respect, I want to be cautious because I'm bound by insider dealing requirements. I don't want to say anything as to my propensity of buying any shares. I'm being cautious, and this is why I haven't purchased any shares so far. Would you like to have a follow-up question? The answer is no, let's move on to another question. Question number two.
Good morning, Chairman. Good morning, everyone. I'm an individual shareholder of EUROAPI, and I have experienced some spin-off situations in my career, especially in the pharmaceutical industry.
This is the first case of a spin-off when I see such a disastrous loss in value in such a little time. I guess that all shareholders who have been suffering from this harsh deterioration cannot but ask themselves questions of how a company which floated at an IPO price of EUR 17, if I'm not mistaken, find themself with a stock price of EUR 1 or some EUR 2 or EUR 3 down the road. We can but have questions whether there was any price rigging, whether there was any concealment, any cheating, whether things were done by the rule. These are questions that I also ask myself. A company cannot collapse. I've been experiencing and leading a number of companies. I started working in a company which had 140,000 employees. You don't see companies collapse within just two or three years.
You find a phenomenon of slow decline by way of external competitions like the Asian competitions, I've never seen such an unprecedented collapse. I have a few precise questions. You have disposed of some businesses. You're in the process of disposing some other businesses. I would like you to explain why you have disposed of these operations, knowing that you may be on the verge of disposing of some more plants and operations. I would like you to tell us more why you did so. What were the reasons? Was it due to lack of productivity? Was it due to the fact that the investments were not made at the right time to support these operations? Was it just a question of price or pricing?
This is my first question because such a degree of deterioration cannot be explained by just competition, knowing that competition will keep being stronger because countries like India and China will keep pushing. If we don't have what it takes to fight on the competitive fronts, we'll be losing products one after another, even those that you are developing today, with China and India having deeper pockets and many more capabilities with respect to research and development capabilities. Last point I wanted to make is when I was submitting a plan to my chairman at the time when I was actively working, I was always marking the upside for new products. Here, I have not heard you speak about new products. You spoke about an eight-year period. What will you be doing within the next eight years?
Every time I used to submit a plan, I was focusing on the lost or gained revenue, but also focusing on the next generation product we would be introducing. I would have liked to hear you speak about the next products in some degree of detail that you would be introducing with the associated revenue. This would be the least that you owe to the shareholders who still have some faith in EUROAPI.
Thank you in advance for your question. When you are saying that we disposed of businesses, you are talking about Haverhill, right? Well, you did dispose of some businesses, if I'm not mistaken. Just to clarify your point, asks the chairman. Thank you for your question, sir. For these questions, I will let David answer them, especially your last two questions.
As to your first question, sir, generally speaking, the Haverhill location experienced an accelerated decline in the forecast volumes. I'm emphasizing forecast volumes with a significant loss to be anticipated without any prospect for rallying or reviving the business in any credible manner. The option of disposing of it just appeared as a key necessity to reduce the losses which weighed heavily on the current and the future finances of the company. The Italian situation was the subject of this similar analysis. A bit more complicated because the product portfolio was a bit more diversified, but the reality is the same. It is loss-making location with a declining business where the potential sources of growth are more difficult to identify. Much for your first question. With respect to the product development plan, David will speak about it.
On the new products we are working on, you know that we operate in an industry which has regulatory risks associated with any newly developed product. You need to have those clinical trials. There's the market authorizations. There's always a degree of loss and waste, which is not due to our own business, but which is due to the very nature of the pharmaceutical industry. I'm sure David will comment more on that. As to your third question, which related to the assumptions and the situation at the time of the IPO, and the allusions. Well, we were spun off by a listed company. I won't comment on that because all standard rules and regulations were obviously fully complied with. I will not comment on that.
As to your allegations, you've followed the process because you've been a faithful shareholder, thank you for this. We experienced many developments and unexpected twists. We had quality issues, we had compliance issues. We had downward adjustments from our clients with our key client, Sanofi, trading down significantly. Lots of things happened since the IPO in a few years, which required that we revised our assumptions downward and by redefining the FOCUS-27 plan. As often, the stock markets do amplify the economic and business realities of companies downward. Usually, the stock price collapse that you're mentioning does not actually reflect the reality of the business. Just wanting to come back to what you said about the disposal of the plants.
Well, 2.5 years ago, when the FOCUS-27 was being defined, we wanted to focus on a number of items, not to spread ourselves too thinly, going on all fronts. We had six manufacturing plants at the time, which required hard work and efforts across all of that manufacturing scope, including Elbeuf, Vertolaye, Frankfurt, and Budapest, which meant that we had to make clear choices on where we wanted to maintain our financial investments, our CapEx, and cash investments, while acknowledging the hard work which we had to engage in to rally and turn around the situation. We made a clear choice to mothball and dispose of the Haverhill and the Brindisi plants in the U.K. and in Italy because we couldn't be everywhere.
The utilization rate of equipment and tooling in the plants was too low, so that without any identified source of growth, without being to rally and turn them around quickly enough. Now, with respect to our product portfolio, your question was very relevant because these are questions which keep us busy, including Laurent for R&D and Frederick for the sales forces. Today, our API portfolio has mature ingredients, possibly somewhat oldish, which could have suffered with respect to the renewal process. We did suffer some failures with the attempt to develop new products. Were these failures connected with R&D and development issues? Were they associated with market issues possibly? Were these failures associated with a poor decision or poor inputs, which we didn't challenge enough at the time?
Not enough, but possibly, but we can't change history.
This is what you said, and this is what I'm asking my teams, and this is the question we are asking ourselves. What are we to do today to improve the future? With respect to our product portfolio today, we are working on a number of areas. We cannot imagine today that without breakthrough types of innovations that we'll be able to develop APIs in Europe which will be competitive. You have mentioned it yourself in the question you asked. We are working with the innovation and R&D teams, as well as with a number of partners to see how we can do things differently. We are not focusing on the CDMO part.
We are developing with some of our clients their next generation products, and we want to strengthen the health sovereignty dimension, seeing how a product which moved out of Europe 20 or 30 years back, how it could be reintroduced in Europe. If it were easy, it would already have been done by others. Today, we are well positioned to move forward on a number of products. Obviously, I cannot confirm anything today. I cannot tell you about this, neither in quantity nor in value, to industrialize a first product later this year or sometime next year. A new product that we are currently developing with a CRO on the back of innovative processes to potentially be able to repatriate products from Asia to Europe and reintroduce them in the near future.
As Emmanuel said, the manufacturing and industrialized processes are lengthy, take time, and you seem to know well that the process to authorize our processes as well as the client's processes to have clearance for using these APIs, all this takes time. It's too early today to qualify and even less to quantify things, but we're working hard on this. Number two, we need to draw lessons on what we heard in the last few years and what questions we need to ask ourselves and what processes we need to adjust, making the right decisions today to make sure that two or three years down the road, when these processes go live and reach maturity, that they reach a market so that we can market them.
Question.
Yes, I would like you to try to limit your questions.
Hello, I'm an individual shareholder. I have two questions. First, what is the impact of the Strait of Hormuz closure on your supply chain and on Asian competition? Second question, what proceeds are you expecting to obtain from the disposal of Brindisi?
Thank you for your questions. First question about the Strait of Hormuz. There's, of course, an impact on the prices, but there's also an impact in terms of reassurance that we could indeed obtain all of the ingredients we need, either solvents or active ingredients for the production of our APIs. To date, all of our teams have been working very hard, meaning that we have experienced zero issues in shipping our products and no impact on all of production that is scheduled for the coming months.
There's a price impact that I cannot really quantify and may seem relatively reasonable to date, but there is a little bit of scarcity on such or such a product, which is driving prices up. We didn't use the right word in French, but that may have a price impact. The financial impact on the group as a whole will be low, and then it will be up to our sales teams to engage in discussions with our own customers, with our customers to see whether these price hikes need to be passed down. You're also talking about competition.
Interesting question. We don't currently see any significant drop in our competitors, but we know where we need to be ready, which is why our sales teams are already talking to our customers to potentially draw benefits from this situation.
Of course, we wish to position ourselves as a sovereign producer with Europe-based plants and limited deliveries of raw materials from Asia. Let us make this weakness into a strength. Your second question was about Brindisi. It is true that we said that we wished to stop our activity in Brindisi. We said that the investment or rather the disposal or the divestment would happen within the framework of the plan, I cannot really comment any further in order to avoid compromising the potential disposal of the site in the coming weeks and months.
Hello, I'm Rafestin . I'm an employee, a very small shareholder, and also union representative for the CFDT Union. I have a question for Mr. Blin and Mr. Seignolle. Let me give you a bit of background. You launched a competitive plan in France, highly complex, four modules. One at head office, one in Elbeuf.
All of that will cost much more than EUR 7.5 million than a voluntary resignation plan. All of that is generating a huge amount of anxiety, everything needed to be started again from scratch. There are a great many outside consultants working on the case. You need to react, you need to change, you need to have a voluntary redundancy plan. You were talking also about renegotiating the collective agreement. What we have noted, Mr. Seignolle, your fixed pay package is the same. Your variable is 102.5%. The compensation and benefits are okay for everyone. The 80-100 business leaders have LTIPs. The difference between the 10% best paid and 10% worst paid in the company was 4.8% in 2024. I don't have the figures for 2025, the comparison is already completely extravagant compared to Sanofi Chimie, or Michelin. Guess what?
At EUR 2.2, the company is spending at least EUR 700,000 for around 40 of the best-paid people for their company cars, while operators and technicians and workers are suffering from higher oil prices. Do you also believe that at an age when everyone has been asked to tighten their belts, there are still seminars organized for more than 50 people in outside venues? My question, do you plan for the members of the board, you, Mr. Seignolle, personally, and the management team, should you not take part in the collective efforts that are asked from all? If nothing happens, I do not believe that your French site will bow their heads quietly. I am here to warn you because either a rosy picture is being painted for you, or you are turning a blind eye.
Thank you, Mrs. Rafestin. I'm sure you're speaking on behalf of your colleagues. You're right.
I don't think we need to go back to discuss the reasons or details of the plan. What you will have understood is that we are experiencing a drop in sales of around 10% this year, like for like. Lower volumes, notably for vitamin B12. Just to talk about the French side in Saint-Aubin-lès-Elbeuf, is Elbeuf, also across the company. Of course, this requires adaptation of the company, of the organization, therefore efforts which are asked from all employees. Unfortunately, this will mean layoffs, we are working very carefully on the layoff plan, I think that the dialogue we've had with the unions is going to allow us to move forward.
I believe it will be very important to continue to work with the right people, with your colleagues on-site, including head office in Paris, but also Frankfurt, to make sure that things can run smoothly. I am fully confident in the ability of our teams and HR operations who are in the field on a day-to-day basis to handle this. We do have information from the field, both good and bad news, and we are factoring this in. You made a comment about sharing the efforts. The answer is yes, you know very well that the discussion about the collective agreement has not yet started. It will start in July. Of course, when we discuss these types of issues, we will need to look at all employees and all needs, and what makes sense or no for the company.
Let me remind you've said so too, everyone needs to remain driven, including despite a difficult situation, despite a layoff plan. I would prefer to look towards the future, and I believe that the plan we have can help us to boost innovation with products or other items or sales efforts made by Frédéric and his sales teams all over the world.
Thank you very much, Madam, for your question. It's of course important for the board. It's also one of the reasons why we're particularly happy to have employee board members. It allows us better access to the grassroots realities of the company. Many thanks for that. We have asked at the board, we have asked management to work in a dialogue with social partners, with all of the stakeholders.
It's the only way to do things, and it's the only way that this board would support. Anything that contributes to social dialogue is more than welcome. That is, for us, a crucial principle, and we're closely monitoring the manner in which this is being implemented. Second, when I joined the board as chair a year ago, I asked for my compensation package to be lower than that of my predecessor. Just to let you know, without commenting more broadly, that for all of the board, leading by example is very much part of the equation. There are different ways of doing this, but it must be the basic premise. That is also one of the conditions of successful transformation, social dialogue, and management leading by example. These are principles in which the board strongly believes.
There are various, of course, manners of expressing this from one person to another, from one body to another, but these are the basic principles. Very short comment. Basically, in this room, everyone is losing out. Shareholders are losing money, the state potentially too, and the only winner in the room is the CEO with 102% of performance pay. When I chaired a board of directors, and when we had a CEO who would destroy shareholder value, I would either punish or eject. There, I have a sense that there is total impunity, which I consider as an injustice. What efforts have been made by the CEO?
None. Employees are going to lose out, shareholders are going to lose out, and the only person who will be okay is the CEO.
I would like to know, when does one actually say the CEO is running the company properly? I can tell you very clearly that I shall not be voting your resolutions.
Thank you. I believe we've already answered on that. Perhaps just to repeat the same thing. In the context of the company today and in 2025, the board of directors considers that the performance of the CEO is satisfactory and that he has implemented all necessary actions in the interest of the company's transformation. Sébastien.
Okay, before proceeding with the vote, let me update the quorum and the presence of shareholders. We have 3,229 shareholders owning 65,601,465 shares, i.e., 68.94% of the share capital. I think we can now proceed. Optivia will be showing you a brief video.
Ladies and gentlemen, the box you have been handed is strictly personal. The number of votes that you have is displayed on the screen. The only buttons you will need to use are the green, yellow, and red ones. The others do not count. Green is for, yellow is abstain, and red is against. Each of the resolutions will be read out, and then you will immediately have the opportunity to vote upon them. The vote is open. You will hear the vote is open. You will see a rectangle that indicates the countdown of the seconds remaining for you to vote. When the countdown is finished, you will hear the vote is closed, and it will no longer be possible to vote. Results will be displayed on the screen a few moments after the voting process will be closed.
Finally, please switch off your mobile phones during the voting process, and please return your voting devices as you leave the room. Let us start with Resolution 1, approval of financial statements for the year ending December 31st, 2025. The vote is open. The vote is closed. The resolution is carried. Resolution 2, approval of financial statements and consolidated financial statements for the year ended December 31st, 2025. The vote is open. The vote is closed. The resolution is carried. Resolution 3, allocation of loss for the financial year ending December 31, 2024, 2025. The vote is open. The vote is closed. Resolution is carried. Resolution 4, approval of the regulating agreements entered into between the company's affiliates and Sanofi Group. The vote is open. The vote is closed. The resolution is carried. Resolution 5, renewal of the term of office of Mr. Emmanuel Blin as company director.
The vote is open. The vote is closed. The resolution is carried. Resolution 6, renewal of Mrs. Elizabeth Bastoni's term of office as director of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 7, renewal of Mrs. Cécile Dussart's term of office as director of your company. The vote is open. The vote is closed. The resolution is carried. Resolution 8, renewal of Sanofi Aventis Participations' term of office as a director of your company. The vote is open. The vote is closed. The resolution is carried. Resolution 9, renewal of Bpifrance Investissement's term of office as director of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 10, renewal of Mrs. Géraldine Leveau's term of office as director of the company. The vote is open. The vote is closed. The resolution is carried.
Resolution 11, renewal of Mr. Mattias Perjos's term of office as director of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 12, ratification of the co-optation of Mr. Tristan Imbert as director of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 13, renewal of Mr. Tristan Imbert's term of office as director of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 14, approval of information mentioned under Article L. 22-10-9 of the Commercial Code regarding to the compensation of corporate officers paid in financial year 2025 to corporate directors. The vote is open. The vote is closed. The resolution is carried.
Resolution 15, approval of the fixed variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ending December 31st, 2025, or awarded in respect to the same financial year to Mr. Emmanuel Blin in respect of his office as Chairman of the Board of Directors of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 16, approval of the total compensation and benefits of any kind paid during financial year 2025 or awarded in respect to the same financial year to Mr. David Seignolle in respect of his office as CEO of the company.
The vote is open. The resolution is carried. Resolution 17, approval of the variable elements of the remainder of the remuneration until December 31st, 2025 to Mr. Ludwig de Mot as CEO of the company from March 3rd, 2024 - December 9th, 2024.
The vote is open. The vote is closed. The resolution is carried. Resolution 18, approval of the remuneration policy for members of the board of directors. The vote is open. The vote is closed. The resolution is carried. Resolution 19, approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors. The vote is open. The vote is closed. The resolution is carried. Resolution 20, approval of the remuneration policy for Mr. David Seignolle, CEO of the company. The vote is open. The vote is closed. The resolution is carried. Resolution 21, ratification of the transfer of the registered office. Ratification of the decision of the board of directors to transfer the company's registered office and to amend Article 4, Registered Office of the Articles of Association. The vote is open. The vote is closed. The resolution is carried.
Resolution 22, authorization given to the board of directors to purchase, hold, or transfer shares in the company. The vote is open. The vote is closed. The resolution is carried. Resolution 23, authorization granted to the board of directors to reduce the share capital by canceling shares under the authorization to repurchase the company's own shares, to buyback. The vote is closed. The resolution is carried. Resolution 24, authorization to be granted to the board of directors to grant free shares, existing or to be issued, resulting in a waiver by the shareholders of their preferential subscription rights. The vote is open. The vote is closed. The resolution is carried. Resolution 25, powers for formalities. The vote is open. The vote is closed. The resolution is carried. That is all as pertains to voting. Thank you. Thank you for coming.
Thank you for participating. This closes our general meeting for 2026. Many thanks.