Good afternoon, ladies and gentlemen. It's a great pleasure to be with you this afternoon. You've turned up in great numbers, so thank you very much for being with us. There are more shareholders than we have representatives of the Wendel Group. The first two rows are made up of Wendel people, and then the rest of the room is shareholders, and that's great to see. Thank you very much for outnumbering us in such a way. I'm going to be chairing today's proceedings. Today's assembly is now officially open. We have Laurent Mignon and David Darmon here next to me. Laurent chairs the Executive Board, and David Darmon is a member of the Executive Board and General Director. You all know both of them. To my left, Sébastien Metzger, whom you might not know. He is the Legal Director for Wendel and Secretary of the Executive Board.
Sébastien is with us with his hat of legal director since 2008. He joined in 2008, which was a great vintage, great year to join us and to deal with a lot of debt-related issues that we had back then. Someone who's acquired, over the years, a great deal of experience. I would like to also thank François de Wendel, my predecessor. He's here in the room. Good afternoon also to all the members of the Supervisory Board with the head of the Audit Committee and the Governance Committee, who are with us this afternoon, and they do a great job. As the chair, I'm going to be appointing the bureau of the assembly or the shareholders' meeting, and I'll be appointing two tellers.
We have in the first and second row of the room, Ms. Priscilla de Moustier from Wendel-Participations, and Ms. Ramona Piscopo, representative of Eight Points Limited. They are the ones who represent the most or the greatest number of shares with voting rights, and they kindly accepted to be our tellers this afternoon. Thank you very much. A word now on the business of Wendel in 2025. 2025 was quite a unique year for us, marked by the speeding up of our strategic transformation. Across less than three years, Wendel became a global investment company whilst staying true to our DNA of a long-term investor. We performed a number of key operations during the year to achieve that. Laurent and David will be talking you through that later on. More specifically, we have set up a platform to manage private assets, Wendel Investment Managers.
That was beefed up because we now have three pillars: private equity, private debt, and then secondary debt. Under the more traditional side of our business, we have our own investments, which we call Wendel Principal Investments, and we've given a mandate to IK Partners. When we bought IK Partners, we were very much amazed by their long-term vision, by their know-how, and by their wealth of experience. We were quite amazed by the flow and the number of transactions they performed. We thought it was a wise move to rely on their ecosystem, their knowledge, whilst at the same time keeping control of our own assets. We truly tap into that know-how of IK Partners. Luckily, they have their offices in this very building right next to ours.
Value creation for shareholders remain for us a top priority at the supervisory board and the executive board. In keeping with this desire to increase the return to shareholders, we're going to be suggesting a EUR 5.1 dividend for 2025, up 8.5% compared to 2024. EUR 5.1. You might recall that in November last year, shareholders received EUR 1.5. It's EUR 3.60, which will be paid out in June. EUR 3.6 plus EUR 1.5 equals to EUR 5.1. That's going to be paid out for 2025. We will also have an interim dividend in November 2026, and so we'll be continuing with our policy of paying out dividends every six months. Regarding governance now in the resolutions, we're going to be asking you to renew the terms of Franca Bertagnin Benetton and William Torchiana, two independent members.
The Supervisory Board will also ask you to approve the appointment of Mr. Alain Missoffe as an observer until next year. Over now to Sébastien to tell us more about today's meeting and how we're going to proceed.
Ladies and gentlemen, dear shareholders, this meeting is both ordinary and extraordinary in light of the resolutions that you'll have to be voting on. We're going to ask Maître Simonin, our bailiff here in Paris, to make sure that this meeting runs smoothly. The agenda was published on the website of the company and is also in the convening notice that outlines the different businesses of your company, the resolutions that you will be able to vote on later on. You also have all the documents and information that you received three weeks at least before the assembly and are also available here in the room.
We have not received any suggestion from shareholders to add anything to the agenda or any resolution. I suggest that we don't read all of the reports here in the room, and we don't read all the resolutions either, so that we have more time for discussions, presentations, and a Q&A session. You'll get a chance to ask your questions before we vote on the resolutions. Regarding the quorum, I look at the attendance sheet, and when I look at the number of shares that are representative, we have 71.15% of voters that are here. We'll give you the final number before the resolutions or before we vote. There'll be 28 resolutions altogether. If you haven't already voted before the general meeting, you'll be able to do so with the tablets later on towards the end of the meeting. Back to you, Chair.
Well, I suggest that we follow the agenda that we have here. Laurent is going to walk you through the highlights of 2025 and the performance of our two businesses. David will be talking about the highlights of 2026 so far, which as you know, was quite a few highlights already in 2026. We'll hear from the points on governance and compensation. Sébastien will talk you through the resolutions. Christine will be talking about ESG performance, and then Malcom Sossou will be speaking on behalf of the chartered accountants. We'll have your questions, and then you will get to vote on the resolutions. Laurent, back to you.
Well, thank you very much, Nicolas. I'm going to walk you through the highlights of 2025 and highlight our activities under WIM and under WPI. A quick recap to start this off.
We gave a presentation, as we do every year during our Capital Markets Day, on Investor Day, December. It's a chance for us to share our ambitions for the years to come, with a vision until 2030. It's good, I think, to start off with a bit of a recap of these ambitions. First of all, our ambition is to generate EUR 7 billion of cumulative cash flows by 2030 through asset rotation, so selling some of our assets, and then also by generating cash flow due to our asset management, which we call FRE, so fee-related earnings. Essentially, what we charge for managing assets. That was the first bullet point, and these EUR 7 billion will lead to a return in excess of EUR 1.6 billion to shareholders. With share buyback, with dividends being paid out, and actually, we've had a share buyback program already this year.
Our organic growth, or at least what we are aiming for, our organic growth will allow us to increase our FRE by 15% per annum. That's taking into account our annual fees, not the performance fees. It's a very important indicator in our industry, and our FRE will grow organically by 15% per annum. We are also forecasting an increase in the intrinsic value of WPI from 12%-16% per annum. It's very important for us to have these two engines, a long-term engine that creates more value, and then another business which allows us to have some cash flow across the year. Let's take a look at our business model and what we've been doing since 2025. I'm going to start sorry, with our asset management. In 2025, we closed the acquisition of Monroe Capital.
The acquisition was announced in 2024 but closed in March 2025. What is important to note here is that in 2025, we raised some money, and if you take IK Partners plus Monroe Capital and everything that we've raised with these two companies. After investors who were made aware of the change in the shareholder structure and after them joining our platform, it's EUR 11 billion that were raised. That means that there's a great deal of trust in our model, our platforms, and our teams. Other important takeaway, we announced the acquisition of Committed Advisors. It's basically the third pillar of our asset management business, and this is a part of the business that is growing very quickly right now because there's a huge demand on the private equity market.
They want secondary liquidity, the funds that can do this, like Committed Advisors, are doing very well at the moment. There's also all the continuation vehicles that are performing well. This is a unique kind of expertise, very few players have this expertise, and Committed Advisors is one of them. We have this strong focus on the mid-market, mid-size companies, basically, which is a segment where I think we can bring the most value to the countries we invest in or loan money to. This is where we can be the most profitable. When you include Committed Advisors and the acquisition that was realized in 2025, it's tantamount to EUR 50 billion that is being managed on the WIM platform, and it should generate EUR 200 million of FRE in 2026.
It's now a significant part of the business when a couple years ago it was, well, zero because it didn't exist at that moment. When it comes to our principal investments, that's our long-standing business. We have divested to the tune of EUR 1.3 billion for the shares of Bureau Veritas through two transactions completed in March and September 2025. As Nicolas ver Hulst mentioned earlier, we gave a mandate to IK Partners, which is going to allow us to draw on the ecosystem of IK Partners so that we are even more relevant in our investments. We basically enjoy the expertise and the support from IK Partners, their operating partners, the capital market expertise, for example. We believe that with their support, the performance of our investment is going to be much better.
IK Partners also introduces us to potential co-investors, which will allow us to grow the amount that we're going to be investing in some companies in the future. Making all these announcements is all well and fine. I've talked about the EUR 7 billion by 2030. It's great. It could also just be a pipe dream. In actual fact, we've already divested EUR 1.65 billion worth of assets. We have the proceeds of the disposals of Stahl that was in our portfolio for 20 years, and we sold it with an IRR and a yield of 15% per annum. It was actually a bit more. I think it was 17% across 20 years. A great performance there. We also disposed of, let's say, our last representative of our African journey, that's IHS. The transaction is underway, but we agreed in February 2026 to dispose of it.
Since we have done this in 2026, we are able to reach the objectives that we set ourselves in terms of return for shareholders. This allows us, for example, to execute our shareholder our share buyback program up to 9% of our capital. It also allows us to deploy new capital towards new investments, but also to grow our asset management business. Now, if we take a look at financial year 2025, at the end of the year, and if you look just at the two companies that we had at the time, IK Partners and Monroe Capital, we had EUR 41.2 billion of AUM generating about EUR 350 million of fees. Fees paid by the investors for the service that we provide with an adjusted result before tax.
This time, including the recurring fees and the performance fees of a total of EUR 146 million. It's up 156%. There's a scope effect because we didn't have Monroe last year, and we had them this year. Even in pro forma, we're at +15% for that particular indicator. The total GAV of WPI stands at EUR 5.5 billion with a positive impact of listed assets. However, unlisted assets were impacted by their performances. For some companies, it was a bit of a tricky year. I talk about CPI and Scalian. The unlisted assets were also affected by the market that went down, so lower peer multiples. You know that we assess our companies by comparing them to listed companies that have pretty much the same profile to these companies that we've bought. These assets were also impacted by foreign exchange.
We've invested in Europe and the U.S. As you know, the value of the dollar went down after Liberation Day in 2025. That led to a drop in value of the two assets that we had invested in, CPI and ACAMS. The fully diluted net assets, taking into account the issuance of shares or self-held shares, stands at EUR 164.2 as of December 31st, 2025. If you look at the companies that we've invested in, the largest one is Bureau Veritas. When you look at its turnover, but also its valuation. It's more interesting to look at organic growth. I think it's a better indicator. You can see that the organic growth of Bureau Veritas stands at +6.5%, a good growth rate and above global GDP, a global company.
An operational profit for BVI that stands at more than EUR 1 billion with a margin that stands at 16.3% when it was 16% last year. The operational margin has improved as per their strategy. ACAMS now, that is an American company. They enjoyed good growth last year, +9%, and a margin at 24.4%. Decent margin, which has grown since last year. CPI had a bit of a trickier year with a growth of 0.9% after several years of double-digit growth. CPI is basically present on two markets, education in America and hospitals. Both these markets had to deal with the budget cuts that were enforced by the Trump administration. It does not directly affect CPI, but the industry that they operate in as a whole were affected. There was a knock-on effect that ended up affecting CPI.
We changed also the manager because the previous manager retired. A new manager at CPI. The margin remains very high at 49.5% of EBITDA, which is great. Globeducate, here growth is at around 10%. It's a bit difficult to do organic growth because a lot of changes in scope have happened of late. The takeaway is that the margin is at 26%, and the operating profit, EUR 108 million. There's good growth, good organic growth and a great platform also to grow externally, which will allow Globeducate to bring in more schools into their business. Scalian, they had quite a hard year, -9% as for organic growth. EBITDA that stands at EUR 55 million, so 11% margin. Slightly underneath our expectations. We performed a number of changes. We changed the general director during the year, for example.
We have a new general director, William Rozé from Capgemini, who is doing an outstanding work to help this company recover. I think that we are on the good track in an industry that was very much disrupted in 2025. Things are looking better and things are looking up for 2026 and looking forwards. Regarding asset management now and asset management business for private equity, we raised EUR 1.3 billion of equity in 2025. It was a campaign that run across two years.
When you look at the total amount that was raised by IK Partners, it is actually more than EUR 6 billion, be it for their main strategy, the flagship midcap strategy, but also under the small cap cap dev strategy. Total is EUR 6.2 billion, and that was the top end of the objectives that they set themselves. It really speaks to the great performance of IK Partners.
It was a very busy year with EUR 0.9 billion proceeds from full exits and EUR 800 million that was deployed in 13 transactions by IK Partners and their teams. The AUM went up by 11% thanks to this fundraising in 2025. We also created an ELTIF fund to support the development of the wealth management business. Private credit now serves the U.S. and Monroe. EUR 3.8 billion of equity raised in 2025, AUM +22% in 2025. We have now this ability to invest. Investments that have not been made, more than $6 billion of capital available for deployment. This is important because in private credit, you only get fees from assets that you are trusted with once you've done the investment, contrary to private equity, where you start receiving fees, once it's been invested.
It shows that Monroe Capital has a greater capacity for deployment during the year and is doing it very smartly. In 2026, we have a project that of growing Monroe Capital in Europe or launching it. The second reason I mentioned earlier, I won't be going back on that now. Let's take a look at our P&L. It's always a bit frustrating to look at the P&L, because you have to look it through the lens of the IFRS. It doesn't really reflect our true value creation because when we sell assets that we consolidate, the proceeds of that is not in the P&L. It goes straight into our equity, it grows our equity. In 2025, our capital gains was more than EUR 1 billion for the Bureau Veritas shares. For IHS, it was about EUR 200 million in the value gap.
That's reflected in the equity and the rest goes in the P&L. It means that the perception of the net consolidated results might look different to what actually happened during the year. You can see that our asset management now reaches EUR 127.5 million. A significant increase compared to the previous year. The other numbers are slightly down because Bureau Veritas is no longer reflected there. We also have lower operating expenses. We try and be as careful as we can in that regard. The other highlight is that we have financial costs which are negative this year. They were EUR 36 million in 2024. That was because we had a lot of cash. That's for our financial expenses. We had to spend a lot at the end of the year for Globeducate and Monroe.
Secondly, the interest rates were much higher, we had higher returns in 2024 versus 2025. This is why we have a huge gap in our financial expenses. Let's take a look at the dividend. As Nicolas reminded us earlier, the company is going to propose a dividend of EUR 5.1. A dividend that we've paid out, or at least in part with the interim dividend in November 2025. If the 5.1 figure is approved by shareholders, we will have to pay out at the end of May, I believe it's on the 26th, EUR 3.60. The remaining part of the dividend after the EUR 1.5 that was paid in 2025. Let me just go back to this slide here and speak to the growth because we're at +8% compared to last year and +17% if you look at 2022.
In terms of cash flow, it's been interesting to look at that as well. Last year, shareholders of Wendel received a ordinary dividend of EUR 4.70, which was paid out at the end of the 2025 shareholders meeting. Shareholders also received in October or November, EUR 1.50. That was the interim dividend. They received EUR 6.2 altogether. This year, shareholders will receive EUR 3.60. In addition to the interim dividend of EUR 1.5, and they'll be receiving also a interim dividend in 2026, in November 2026, which makes up half of the dividend of 2025, EUR 2.55. Which means a flow of cash of EUR 6.15 paid out for 2026 or in 2026. Up 24% compared to what was paid out in 2023. That's for the annual average, of course.
That's it for 2025. I will now give the to David so that he can provide more detail on what has happened since the first quarter. It was quite an upheaval from a geopolitical stance and political stance. He will provide more details.
Thank you very much, Laurent Mignon. Good afternoon to everyone. I will now talk about developments since January 1st. Obviously, a lot has taken place. First of all, let's go back on the financial performance during the first quarter. If we look at what Laurent Mignon said earlier, and we talk about the March 31st, we are at EUR 41.8 billion for assets under management for IK and Monroe Capital, which were the two entities who were part of the group on the March 31st.
As Laurent said earlier, the closing of the acquisition of Committed Advisors happened in April, and if we take into account this recent acquisition, we are around EUR 50 billion in AUM today. In terms of revenue, during the first quarter, this yielded EUR 106 million in commissions for IK and Monroe only because Committed Advisors was closed afterwards. This represents 129% increase and 8% in organic growth because there was a change of scope. Remember, in the first quarter of 2025, Monroe Capital was not part of our activities. In terms of Wendel Principal Investments, on the right, you will see that growth is at EUR 5.5 billion.
There has been a positive impact of listed assets, and our IHS values have increased, and our non-listed assets were impacted by a decrease in terms of stock performance, because on the March 31st, there was a problem in the market, and when we took a screenshot of what was going on, we were penalized by the contraction of peer multiples. The NAV, which is fully diluted, was of EUR 158.4 million on the March 31st, or a decrease of 3.6%. This evolution shows that there was an accretive impact of share buyback performed in the first quarter, and this had an impact on the NAV. If we look at this more specifically, this decrease, we see that there's a decrease of EUR 8.5 of NAV on investment manager activities. This reflects the decrease in peer multiples on the stock market.
We had a EUR 0.40 change with a double impact that was stated earlier. There was an increase of listed assets, specifically IHS, and the contraction of non-listed assets, which I talked about earlier. They neutralized to have a EUR 0.40 impact. There were no changes on these activities. The operational costs have been maintained and had an impact of EUR 0.70 per security in this quarter. The share buyback positive effect was of 3.3%. This represents 4.7% of shared capital. We were able to benefit from this because the decrease was of EUR 50 on the NAV quantity. If we look more closely at the evolution of assets in Wendel Principal Investments, we can see that Bureau Veritas had an important organic growth, 4.5%, but was impacted by a change, a decrease of 5.2%, and the total variation was of 0.8% in a decrease.
Scalian also decreased 4.6%. The decrease is less important than what Laurent said earlier. We can see that things have recovered, but there has been growth since the beginning of the year, and this penalized us in the first half of the year. We can see that the tendency has started becoming more positive. There was also an organic decrease of 0.7% and a positive impact change of 1.7%. ACAMS continues to perform well with an organic growth of 5%, combined with a 0.6% impact change. Globeducate, as you can see here, you can see these stats earlier. There's a balance growth, an increase of 6.3% in organic growth due to the evolution of prices. There was a scope effect. We've acquired many small schools, and there has been a negative impact change, which had an impact of 12.5% during the first quarter.
To go back to the divestments mentioned earlier, when it comes to Stahl, this was in our portfolio since 2006, so around 20 years. At the beginning of the year, we signed a divestment project with Engie, we will receive EUR 1.2 billion in estimated net proceeds. This is a little bit more than the NAV in the third quarter of 2025. The last publication of NAV was 20% less. This represents 15% of TRI over 20 years. Very good performance over a number of years. Over the past 20 years, this represents 6.6% the initial investment that we put into Stahl. If we talk about operational performance, as you can see on the right, we have tripled revenue, important growth from an organic standpoint. The results also grew.
They quadrupled over 20 years because we were able to improve average margins by 5% over this period. We have also worked on repositioning the group with divestments, mergers, and acquisitions to ensure that we are a player with a clear activity and an attractive activity, which has attracted Engie. This divestment was therefore very attractive. On the long term, we are very happy with the evolutions. Now I'd like to go back to the divestment of our participation in IHS. We expect EUR 535 million from this divestment. This represents 21% more, compared to the third quarter of 2025. However, compared to the initial investment, this represents 0.7 times what we invested between 2013 and 2026. Our first investment was 13 years ago. Why is this investment disappointing? As you can see on the right, the operational performance was spectacular. Revenue was multiplied by 10.
The EBITDA was multiplied by 21, with very strong growth and margins. There was operational work here in terms of organic growth and acquisitions. Our investment was penalized by external factors. First of all, the devaluation of Naira, the first functional currency of the group from Nigeria, it was divided by eight. The second factor was the derating, the decrease of average multiples. This penalizes because when we invested in 2013, 2014, this sector showed strong value, this is no longer the case. These external factors had negative impacts on the spectacular progress that you can see above. Let's now turn our focus to WIM's progression during the first quarter. We're talking about EUR 50 billion of actives under management, AUM. The closing of the acquisition of Committed Advisors took place in April 2026. This is a giant on the secondary market.
This is the first time we are presenting this actor to you, and we will have two slides to introduce this group to you. In terms of fundraising during the first quarter, there was $1.5 billion in equity raised for the first quarter. As Laurent said, the fundraising activity of IK Partners yielded very positive results. In terms of revenue during the first quarter, the commissions were at EUR 106 million, but there was an organic growth effect of 8% and a change in scope, because in 2025, during the first quarter, we had not yet consolidated Monroe Capital. Now I'd like to provide more information on Committed Advisors. This is a company which was created in 2010 with a team of around 50 people in three different offices.
As you can see on the right, a big office in Paris, another one in New York, and a third one in Singapore. The team is really international and is very involved around the world. Today, EUR 7.7 billion AUM and 19% gross IRR on average across the different funds of the group. A lot of accumulated experience, more than 223 shares over the past 15 years. As you can see, we are in the mid-market range here, which is consistent with the rest of the portfolio because IK and Monroe Capital are also actors in this strategy. In terms of commissions and FRE in 2026, we are envisaging EUR 45 million in commissions for the year. If we add up these 3 platforms, these are the results for WIM on the march 31st, 2026.
As you can see, at the end of 2024, we started with Monroe and IK Partners, organic growth of this strategy took us to less than EUR 43 billion. If you add EUR 7.7 billion from Committed Advisors on the march 31st, 2026, this platform manages roughly EUR 50 billion. In terms of commissions and FRE for 2026, we are talking about EUR 200 million, EUR 45 million that we have just acquired from Committed Advisors, we are envisaging this for 2026. This gets added to the commissions from Monroe and IK, which are in excess of EUR 150 million for 2026. I'd like to say a word on the results to date.
As you can see, we have solid structure financing with very high liquidity and credit lines, EUR 1.6 billion in gross debt. Combined to other factors, our loan-to-value percentage is 7.8%, and this is a very positive figure.
The average maturity is 6.3 years, long maturity, and we don't have any deadlines in the next four years. Really, our long-term debt until January 2034 is spread out throughout different years, we do not have any short-term deadlines. We also made the most of the weakness of markets a few months ago to change the way we finance, we have bonds that are relatively weak. This gives us credit that is very well scored by S&P. As you can see at the bottom of the slide, a BBB grade, which is a very good grade and a solid result for our group. These are the takeaways that we must take note of. A good start of the year for 2026. Committed Advisors joining the group, which we mentioned earlier. We'd like to confirm our ambitions of over EUR 200 million in commissions for 2026.
We have also seen positive growth in terms of our portfolio with certain topics that are sticking points, but we are actively working on them. In terms of the NAV, I talked about the decrease of peer multiples, which had an impact on our non-listed assets. This represents a slight decrease this quarter. I'd like to talk about the ESG performance of the group, and I will welcome Christine Anglade-Pirzadeh to talk about this.
Thanks very much, David Darmon. Ladies and gentlemen, dear shareholders, hello. I'm now going to talk about the ESG performance of our group. I'm going to talk about the scoring that we get every year. As you can see, the results are solid. We don't necessarily choose to be scored by these scoring agencies. Each of them have their own specificities and their own methodologies.
As you can see, these scores are solid, stable. MSCI has given us a double A grade. This puts us in a leading position, and this reflects the quality of our governance and the responsible investment processes which we have proved over the years at Wendel. The next scoring agency is also very important. We're talking about negligible risk. That is how we have been graded. That means we are in the top 2% in our sector. We are 11th out of 184 companies. Once again, these results are very positive. The CDP, Carbon Disclosure Project, is an agency who evaluates our capacity to fight against climate change, and we have been given a grade of B in terms of leadership. I don't think it's possible to go beyond this grade because this rating is not adapted to investors, given that we do not work in industry.
This is very positive. It means that we have the right processes. I would now like to spend some time talking about a very interesting grade that was given to us because this covers a lot of ground when it comes to ESG. For the sixth consecutive year, Wendel, we're not only talking about a grade here, this is also a stock exchange index. For the second consecutive year, we are part of DJSI World in Europe, today this is Dow Jones's best-in-class indicator. This is an important distinction because it is a very demanding grading system. It's a 40-day exercise to fill in the survey, just so that you get an idea. We know where we stand here, we now know where we have to go, we are fully committed to this exercise.
It's not enough to have a positive rating to be part of this list. It's a bit like when you take a medical entrance exam, either you do well or you are out. We are very happy to be part of this list. Over the past few years, this is a long-term performance. When we look at this slide, how can we compare all of this? It is impossible to compare because we are talking about different methodologies. The topics are different. Perhaps we must tell ourselves that this is an overall performance which is evaluated through different methodologies and focus points.
We will obviously try to continue our efforts next year, even though we are in a particular context in terms of the change of our model, and we must also adapt our governance and reporting models, which are very important when it comes to ESG, especially because we are developing the management of third-party investments. Like all listed companies, we have a sustainability index, and this year, we have been doing this for two years. This is the second year. Before, the context was different, but now we must be able to integrate all of these new factors. In the first year, we had IK Partners, a European partner, so the context was similar, and it was easier to include them in this regulatory environment. This year, we added Monroe as a new actor, and so we have reinvented our model in terms of CSRD reporting.
On the one hand, what we can divide the report in two, it's a 60-page report, so obviously I am summing things up here. On one hand, you can see Wendel Investment Managers or WIM, and we wanted to include investment factors. This covers Wendel. We are an investor. This is our traditional activity. IK Partners, Monroe Capital. Next year, we will include Committed Advisors. Each of these companies have an investment policy. They are not all the same. Naturally, we cannot all expect the same thing from Monroe Capital or from IK or Wendel. If I have to sum up, IK and Wendel work in similar ways when it comes to these matters. Today, 100% of those who are part of Wendel think that it is positive to have a responsible investment policy.
On the other hand, when it comes to Wendel Principal Investments or WPI, there is a differentiated reporting based on the consolidation level. There's a complete reporting for consolidated companies, Bureau Veritas, Stahl, ACAMS, CPI, and Scalian, and reporting is partial for IHS, Tarkett, and Globeducate. CSRD has asked us to do this. Today, we have the ability to respond to the requirements of this CSRD because 100% of the companies that are consolidated managed a double materiality analysis, 87% of ESG are covered by SBTi commitments. We are going in the right direction, and today we can say that we are performing well when it comes to CSRD.
Next year, the report will be completely different because the CSRD is being overhauled, and we are quite pleased to note this because we believe that this will summarize reporting and streamline it, and will allow us to focus on more material questions, and we will have more breadth to choose the topics that we consider important for our company. I cannot really tell you how this will all take shape because this hasn't evolved yet. I think that this reporting will be relevant, and we will continue to deploy all the efforts that we can to ensure that we are performing well in terms of ESG. Thank you very much.
Thank you very much, Christine. I would now like to give the floor to William Torchiana, the President of the Governance Committee and the Sustainability Committee, to present the compensation of the executive board, as well as our performance.
I should have brought my sunglasses. It's very well lit here. Thank you very much. Nicolas. Ladies and gentlemen, dear shareholders, it's a pleasure to present the governance of Wendel, as well as the compensation of the supervisory board. Let us begin by talking about the supervisory committee. You can see here the 12 members. This year, the mandates of Franca Bertagnin Benetton as well as my own expire, and so we would like to vote on the renewal for a new four-year period. We would also like to vote on the naming of Alain Missoffe as Observer of the Board.
This is a temporary status which will allow him to have a consultative role until the second shareholders' meeting, which will take place in 2027. His nomination will be subject to vote. Alain Missoffe, whose biography you can see on the screen, is Director General of Cross-Cutting Development at Diot-Siaci, and he will become the CEO of Wendel-Participations at the beginning of June. He will come and introduce himself in a few moments. After the meeting and subject to your vote, the board would have 40% of independent members and 40% of the members would be women, one observer and four nationalities.
The two committees of the board, the Audit Committee and the Governance Committee, you can see the makeup of these committees on the screen. When it comes to the executive board, as you know, it is made up of Laurent Mignon, who is the chairman, as well as David Darmon, who is the Director-General. The executive board's mandate will last until April 2029. Let's now move on to the question of compensation for 2025 for the executive board. The compensation policy, which was approved by the shareholders meeting last year, was applied. As you can see on the screen, the amounts of compensation, which are fixed and variable of executive board members, and you will also see other benefits. The variable compensation was determined based on predetermined objectives.
In terms of financial goals, the board determined that these goals were achieved at a percentage of 87.7% after analyzing the performance of the companies under the portfolio and third-party asset management. In terms of extra-financial goals, the board looked at the different accomplishments, and the rate of success was 83.3%. The apportion weighting was different. The members of the executive board will receive 86.4% of their variable compensation, subject to your vote, of course. The long-term compensation for 2025 also followed the conditions that were voted on last year when it comes to the performance and the shares structured in three different plans, AP1, AP2, and AP3. They also respected performance, presence, and holding conditions.
We would like to subject this to your vote in terms of AP2 and AP3 for 2025, and we would like to cap the holding conditions which apply at 50% vested for four years, and AP2 and AP3 will be divested or able to be divested when beneficiaries hold 200% of their fixed compensation in Wendel shares. Let us now look at the compensation policy for the executive board for 2026. As you can see here, you can see the main factors that make up the compensation policy in the short term. There have been no changes vis-à-vis 2024 and 2025. Fixed compensation is at EUR 1,300,000 for Laurent Mignon and EUR 770,000 for David Darmon, and variable compensation, which represents maximum 115% of fixed compensation. In terms of variable compensation for 2026, this depends on attaining financial objectives at 70% and extra-financial goals, 30% of attainment of these objectives.
The main changes can be seen in green on the screen, and the goals linked to Wendel Investment Managers has been increased by 20% to 25%, and the one linked to Bureau Veritas's performance was reduced by 20% to 15% to reflect asset management for third-party investments within Wendel's strategy. The HR and ESG criteria were merged and represented 10% of variable compensation. Let us now move on to long-term 2026 compensation.
The structure of long-term compensation was overhauled last year under the renewal of the mandate of the executive board, where we removed the carried interest. It now relies on the performance shares structured in three different plans, AP1, AP2, and AP3. The general budget makes up 1.3% of the capital for all beneficiaries. That means employees and members of the executive board. The characteristics of these plans, which remain unchanged since 2025, are displayed on the screen with, for example, a presence condition of four years, criteria of four years, performance also that runs across the four years, and it also relies on evolution of the TSR, and also improvement in the AP1 for the evolution of the dividend. Also conditions for how long the shares have been held.
We believe that this helps us to reach the mid- and long-term objectives of the group and the value creation also objectives for shareholders. To sum up all of these elements, we have a balanced and challenging structure of the compensation for the executive board. As you can see on the pie chart on the left, long-term compensation outweighs short-term compensation. On the right-hand side, you can also see that 80% of the compensation is tied to performance. I'm going to conclude this presentation with the compensation of supervisory board members. We have Nicolas ver Hulst, the chairman. His compensation is in keeping with the policy that was approved last year. For 2026, the supervisory board members' policy is up on the screen. The budget remains the same, EUR 900,000, and it's the same since 2017.
The structure of this compensation shows that there's a greater variable part compared to the fixed part. In keeping with the appointment of Observer this year, we suggest taking a part of that budget to compensate our Observer. A compensation that makes up half the annual compensation of a Supervisory Board member. This presentation is now over, and I'd like to thank you for your kind attention, and I'm to give the floor to Alain Missoffe. Apologies for my slight American accent when speaking French.
Well, I'm going to be extremely brief. Thank you very much, William. We have to wait for the approval of my position as an Observer, but I'd like to say that I'm very happy to join the Supervisory Board. I'd like to thank the members for this great honor bestowed upon me.
I am linked to the family in three different ways, so I like to think that I know the history of Wendel. For the future, I think I'm very passionate to arrive at the board where Laurent Mignon is here and has started off a deep transformation of the group. For me, these are very exciting times. Still, regarding my personal journey, I can sign my book on the women of the Wendel family. I've written a book about them, women who have marked contemporary history, and I'll be more than happy to sign a copy of the book for any shareholders who are interested. Now, regarding my professional background, I've worked a lot in insurance and in health, and I'm in charge of cross-cutting development for insurance. We cover all of the areas of insurance for companies, small SMEs, larger companies, and SBF 120 or CAC 40 companies.
We cover all these different profiles. The company I work for is a French company with a revenue of EUR 1.3 billion, with 1,500 people working for it. We want to become a huge European and international player. My group is in touch with a lot of companies, a lot of company managers, executive managers, and operate in many fields where there are so many digital changes that we see nowadays. I'm also married. I've got four children. If you want to be really very exhaustive about my journey so far. Thank you very much, and thank you for your kind welcome among you.
Thank you very much, William and Alain, for this great presentation. I recommend Alain's book since he mentioned it. I think it's a very interesting read, and Christine knows it. It's a company that has been managed by women.
Priscilla, of course, is with us. She's chair of the holding of Wendel, but she's standing down, which of course, makes me quite sad because Priscilla and the supervisory board worked really well together. There are some critical moments in our history that are very well detailed in Alain's book. The French Revolution, for example, where Marguerite d'Hausen had to deal with the army of immigrants that was battling Austria and the French Revolution and had to rebuild the group after the revolution. Then Joséphine de Dieuleveult, who at the end of the war against Prussia in 1871, made a very tough decision, that of rebuilding the furnaces in Lorraine region, which had been invaded by Germany, and Wendel believed that it was their duty at the time to rebuild these furnaces. That choice was made to rebuild these furnaces in the French region of Lorraine.
These are tough decisions and good decisions that were made by women at Wendel. We have another comment, sadly, off mic, but it's about another woman who, it would seem, made a great contribution to the history of Wendel. Okay, just to advertise Alain's book and the role of women at Wendel. Alain didn't mention Diot-Siaci. Now they are a partner for Wendel, and they're number one in France. It's the broker, to be more precise. Over to you now for the presentation of the resolutions.
Dear shareholders, we are going to be voting on 28 resolutions. The resolutions are probably not as interesting as Alain's book. I suggest that we group them under themes. The first one for the 2025 fiscal year, approval of accounts, a second group on governance, and a third one on the renewal of financial authorizations.
Resolution one and two aim at approving the financial statements of Wendel. The third resolution is on net income allocation and the distribution of a dividend of EUR 5.1 and an interim dividend was paid out in November 2025, EUR 1.5 and EUR 3.6 remaining will be paid out if the resolution is approved. Fourth resolution here, we'll be looking at the approval of regulated related party agreements entered into with Wendel-Participations SE, we'll hear more from that in a minute. For the fifth and sixth resolution are on the renewal of Mrs. Franca Bertagnin Benetton and Mr. William Torchiana as Supervisory Board members for four years. Seventh resolution, appointment of Mr. Alain Missoffe for a year as an observer. Moving on now to resolutions on compensation. William outlined them earlier. Eight resolution will allow us to perform an adjustment for 2025 to the Executive Board long-term compensation.
Ninth and tenth, eleventh, twelveth resolution are on the compensation for 2025 for Laurent Mignon, David Darmon, and Nicolas ver Hulst. thirteenth to fifteenth resolutions are on the compensation policy for the members of the executive board and the supervisory board members. Moving on now to financial authorizations. There are quite a few this year, as you know. We're going to start with resolution number 16 and the share buyback. Here we suggest buying up shares of the company up to 10% of the share capital. Simultaneously, there's the Seventeenth resolution to perform share capital reduction up to 10% of the share capital by 24 months periods. Of course, any share capital reduction is subject to prior supervisory board authorization. For share capital increases, we are going to approve a cap on the Eighteenth resolution. You've got the detail up on the screen.
Nineteenth to twenty-fifth resolution, they are basically about giving enough flexibility and agility to the company to allow an increase of the share capital, but still subject to approval of the Supervisory Board. They run for 26 months and cannot be used during public offering campaigns. These share capital increases with preferential subscription rights up to 40% of the share capital, and share capital increases without preferential subscription rights up to 10% of the share capital. That's for resolution 20 and 21. Finally, we can also have share capital increase by incorporation of reserves, profits, premiums, or other items up to 50% of the share capital. Now, moving on to employee shareholding. You have two resolutions in that regard.
Number 26, to renew the delegation to increase capital reserved for members of the group savings plan, which can be implemented up to EUR 200K and a share price discount of maximum 30%. Twenty-seventh resolution, that covers performance shares, grants to corporate officers and employees with an overall cap of 1.3% of share capital and special caps for executive boards, 50% of the overall cap, compensation policy limits, et cetera. A twenty-eighth resolution, that's the powers for legal formalities after the shareholders' meeting. That's it for this presentation. Over to our chair.
We're now going to hear from Mr. Malcom Sossou, who is our statutory auditors from Forvis Mazars, to read out his report.
Good afternoon, dear shareholders. On behalf of the statutory auditors Forvis Mazars and Deloitte, I would like to share with you our findings on financial year that ended on December 31st, 2025.
All of the reports were made available by the company and can be found in the main document that is available on the website of the company. As per usual, I suggest that I sum up these reports. First of all, our report on the financial statements, which was prepared under the French law and standards. That report is on page 358-361 of this in the French version. We have no caveats on this. It's been approved under the AMF regulation that covers modernization of financial statements. These reports on financial statements has a chapter devoted to our audits on any risk or potential risk. We've looked at the potential risks and potential solutions. We looked at financial accounts. We looked at debts and securities.
Regarding our report on consolidated financial statements based on the IFRS rules approved by the EU, and which actually covers resolution number two, you have this in page 334 of the main document. We've certified these accounts with no additional comments. The key point of our audit in that regard was the accounting of capital transactions for Bureau Veritas, the measurement of goodwill, and the accounting of the acquisition of Monroe Capital. We also confirm that in these reports, we've performed all the checks under French law, and we have no observation to make, and the regulations were very much followed by the company. We also have a special report on related party agreements. That's in page 386 of the main document, once again, in the French version.
In the first part of our report, we mention a related party agreement signed during the financial year, which needs to be approved. That agreement was with Wendel-Participations. It's basically an agreement to the sublease of work spaces of Group Process and an amendment to the IP agreement contract. Similar agreements were approved in previous years. This related party agreement pertains to agreements with Wendel-Participations or co-investments with members of management or the Supervisory Board. For the extraordinary part of the assembly, we've produced a report on the decrease of capital. You have this in page 391 of the document. We have no comment to make or no observations to make on that particular item. Another report was produced on the value of assets of the company.
That's for resolutions 18 to 24, on the issuance of shares or various securities, with or without cancellation of subscription rights. We have the issuance of ordinary shares or various securities reserved for members of the company savings scheme. That's for resolution number 26, gratification of existing shares or shares to be issued. That's for resolution 27. We've got reports for all of these items. We have no observations to make on the price for the issuance of shares. For the second year of CSRD and its enforcement, we have a report on certification of sustainability, which you can find in the main document.
On the basis of the work that we've done, we haven't seen any mistake or any significant inconsistency when it comes to the compliancy of the application of this new regulation, ESRS. We have not identified any material errors, be it in communication of indicators under the group's taxonomy. Therefore, we've issued a limited no-reserve opinion for 2025. Our observations in this report mainly covered financial issues on recent portfolio activities, acquisitions of partners, and Monroe Capital. Information also on the operational difficulties encountered by Stahl in consolidating information relating to air and water pollution, and information on Bureau Veritas' payment practices as the company continues to develop indicators relating to supplier payment terms. Dear shareholders, thank you very much for your kind attention.
Now, moving on to the Q&A session. We haven't received any questions in writing. I suggest that we give the floor to the people in the room. I'm going to ask shareholders to please stand up if they have a question. We have roving microphones in the room that will make their way to you. I'll ask you also to introduce yourself before you ask your question. Please speak into the microphone. Who wants to kick us off?
Good afternoon. Stunza, individual shareholder. I've got three questions, mainly on Monroe Capital, because you became shareholders of Monroe Capital. I am a shareholder of that company through a listed BDC. It had to be saved by other company called now Horizon Technology. My first question is, what was the level of your involvement in BDC or in upstream companies? Second question on the exposure. What kind of exposure does this give to private lending in the U.S. to Wendel? Can you give it to us in dollars? What's your perspective on that sector when you know that interest rates and inflation is going to remain high? Is that not going to hinder companies in the portfolio? We saw First Brands go bankrupt, for example.
Now, Mr. Mignon, I remember you as a shareholder in Natixis. You've got a financial background. What are your long-term objectives for Wendel? Do you want to become a financial asset management and less of an industrial investor in the future?
Okay. Well, I'm going to further thank you for these questions and discuss private credit because that grabbed a few headlines recently. Now, Wendel is not the same shareholder as the company that you mentioned, because we are not shareholders of Monroe Capital.
I forget the name, the BDC. We're not shareholders of that. We are shareholders of the GP, the asset manager. Those who manage and who receive fees from investors. The company that manages the assets and funds on behalf of others. Overall, I think that Monroe has about EUR 30 billion under management, and they've merged with Horizon Technology, and their only listed BDC. BDC is business development company. Basically, they're companies that manage and give loans to companies, and they themselves are listed and given a valuation on the market. We are not on the Monroe BDC, so we have no exposure to that. We have invested in the management company. We've got 36% of the management company, which is essentially the company that receives the fees.
To answer your second question on the level of exposure to private credit in the U.S., well, we have invested in the new funds that Monroe has launched, and we have about EUR 100 million, $200 million that are not deployed yet, but committed. It's slightly different because as I mentioned earlier, between the moment where you have the money and invest it, there's going to be, well, a period of time. Right now it's not invested, but it will be in the foreseeable. You asked another question about interest rates that are going to remain high for a long time, as you described it. That's a good question. It's a question also that is of relevance for European and American companies alike.
In other words, companies that have huge debt levels, are they going to be under pressure with higher interest rates, so interest rates higher for longer? If they do remain higher for longer, there are some companies that will be struggling. There will be a credit cycle in the U.S., very much like in Europe. All players will be affected. Private credit or people who've taken bank loans out. The important thing here is that your criteria for investment or subscription, are they going to be rewarded or not? Companies who are going to struggle to pay back their loans, there will be a few of them for sure. The quality of the portfolio at Monroe, we check that regularly. We believe that the quality of the portfolio at Monroe is great. They loan to a great number of American companies.
There are about 12 local offices of Monroe across the U.S. They lend money to American companies with operational results that are between EUR 15 million and EUR 50 million. They're not large companies. It's companies that are pegged to the American economies and its development, its growth. The American economy is more dynamic than in Europe. In the U.S., the debt levels are higher than in Europe. I'm not talking about the government debt here, but really the debt of private companies. We are keeping a close eye on this, but the performance of funds of Monroe are really good with 9%, 11%, depending on the setup of the funds performance-wise. As you know, there is some concern about retail that wants to pull out at the moment because they didn't assess the situation very well a few years ago.
In any case, the market is very well structured. There's a quarterly cap. Monroe actually did not even need to go over this quarterly cap. They might have to in the future. You're lending money here to companies for two, three, five years. Your strategy has to be consistent with that timeline. Right now, Monroe is performing well. Our exposure is not a cause for concern. My whole background is in finance. My whole career is in finance. I'm not, let's say, an industry expert, be it in banking, insurance, investment, asset management. I'd like to remind you that from the very beginning, we've always said and always considered that it's important to have two drivers for value creation. Asset management on one hand, which is a pillar that allows us to create recurring revenue.
For a company like Wendel, allows the shareholders to receive a recurring dividend where you can have good growth rates if you do things properly. The companies in which we've invested are, by the way, high-quality companies. We're very confident. Our second pillar is to invest in companies that operate in the industrial sector, but also in services. They're here to create value by growing these companies. Both pillars are important. There's no reason to focus on one more than the other. For investment, we need to do that in the most professional framework as possible because we are competing with funds and different players from all across the world. This is why we've decided to use the framework, the expertise of IK Partners on top of what we've done so far. Both pillars are equally important.
I would like to add that we have variable rates, which is not always easy to understand at the beginning, but there is no risk in terms of rates at Monroe Capital. What they're looking at is the spread, and the spread is constant, and they deliver a 10% performance per year. In terms of retail, there has been a misunderstanding. There has been a wave of panic, which was reported in the media because retail, which represents 20% at Monroe Capital. Regular people such as you and I felt that they could be asked for a reimbursement because there was a liquidity, a day-to-day liquidity. There are limits to this, and that's what we call a barrier.
For big funds like Blue Owl, this was activated, but it was not activated at Monroe Capital, and this gave rise to press articles that were going against private credit. As Laurent was saying, the quality of the loan portfolio is being closely followed. There are ratings and categories, five categories for loans, depending on the way the person borrowing decides to act, and we did not see a deterioration in terms of the quality of loans, and the default rate is 1%, so it is very weak.
Thank you very much. Benoît Hennaut. I am an individual shareholder, and I would also like to say that I'm a private investor. I would like to ask a question concerning your dividend policy. Since you were talking about a recurring revenue, because as an investor, that is what is interesting to me, what is your vision or your strategy?
Because you have implemented interim dividends, which I think are very positive to ensure that shareholders are loyal and to reassure. When we wake up in the morning, we don't know what's going to happen on the stock market, because if there's geopolitical turmoil or any problems, the stock market will go down. I would like you to give us your perspective in terms of dividends for the years to come. I would also like to say that I'm part of the consultative committee of Wendel shareholders, and we are working on communication for shareholders, and I would like to compliment you because we work with Christine, and Millie is here, Caroline, I'm thinking of the entire team, and we work in a very positive environment. We have questions which we get answers to, and there is transparency in the information that is communicated to us.
Last time we had an online call with very active exchanges on dividends, and I would like to compliment you for the quality of these exchanges because shareholders are heard at Wendel and listened to. I don't want to extend myself, but I do wish to commend you and ask that question on dividends.
Thank you very much for those compliments, and I'd like to congratulate Christine, Millie, and the entire team. It's a pleasure to hear this. The second thing is that Laurent has defined what the dividend policy would be. I think that for individual shareholders, dividends must be as predictable and as reliable as possible. This is important. Obviously, there are unforeseen catastrophes, but in normal times, we must have this strategy with two pillars, which allows us to ensure that there is recurring revenue.
We have defined things in a mathematical way, if you will, to make sure that we can anticipate as much as possible. We have done this in a straightforward manner because we said that we would contribute 2% of the total amount of the shares that we have invested, 2.5%, and around 90% or 95% of cash flows generated by asset management shares. That allows us to increase dividends in a consistent manner throughout our activities. You notice that for the past three years, dividends have gone up constantly, and there's no reason for this to change. We have also defined a rule saying that unless there are unforeseen events, dividends should not go down year-on-year. Even if the mathematical model of what I've provided could yield decreases, we would maintain dividends.
Two comments. Dividends are part of the executive board's goals in terms of compensation, and yields at Wendel are particularly high at the moment because EUR 5.10 divided by EUR 82 yields, sorry, EUR 88, and that represents 6%. Yes, we see more private equity products. Before, this used to be restricted to institutions or particular professionals. The fact that there are more individuals who are not involved in this sort of management, does this not present a risk? You showed that listed and unlisted assets have been over-evaluated. Are we not risking seeing private debt becoming an issue if we think that private individuals have these assets? We may end up with products that would be risky in this scenario.
Yes, this is a topic that is dear to my heart. I was a banker in the past, and so I understand the importance of this question. I don't think there's any reason to restrict access for people who want to invest in certain sectors. If they understand what they are investing in, if they know whether this is a liquid or investment that does not present particular liquidity in terms of private assets, and these are non-liquid assets.
We have to try to provide liquidity for assets that do not have liquidity. Otherwise, it's impossible to work around this. I believe that enabling investors with the right capabilities or investors who are advised in terms of the risk that they are taking, because private equity products are more risky than your standard investment savings funds. There is a problem with liquidity here, and the mistake would be to think that if yields are high, it's because risk is higher. There's also a relationship between liquidity and lack of liquidity.
I think that it is important to take this into account if there is a proper understanding from the part of the investor in terms of risks linked to liquidity. A bad scenario would be increasing products leading investors to believe that there is no risk and that there is liquidity, because then the consumer is misled, and so this causes a problem because someone believes they've invested in something that will provide high yields, but then this will not be the case. This creates a tension. That's why we must be very careful, and I am very sensitive to this matter. The second aspect I'm very conscious of is that we mustn't think in terms of increasing commissions rather than increasing yields for investors.
We must make sure that we distribute these products properly so that investors who invest their money will receive returns on their investment vis-à-vis the risk that they have taken. It's difficult to think of distribution. That's why I talked about wealth management earlier. It is better to keep these products for people who can be properly advised, and so they know what they are doing. I don't think we must create a hiatus here. What happens on the American market is that people have understood that these are liquid products across the board, but this may not be true. There have been liquidity windows for someone who may need money immediately because they need to pay for a house. They need liquidity.
If everybody perceives in this manner, it won't work because there will be a problem with liquidity, and that's why things have been organized this way. I think that we must only invest in products if we really understand the liquidity aspect and the proper understanding of risks linked to lack of liquidity. We must also be careful with the question of fees.
Hello. Nicolas Piqueray. I am an investor at Wendel. Looking at your results, I see that there is a lot of cash and negative debt. Are you planning to invest further? Are you satisfied with your current debt levels? I think that interests are at EUR 110 million per year. This is the cost of debt. Perhaps it is part of your line of work to create benefits.
I have another question in terms of the 50% quantity that non-listed assets were invested in at a moment that was not so favorable, and Wendel took the opportunity to buy back shares. When it comes to the compensation policy, I didn't hear anything about reducing this. Have you had any other indications from the market in terms of the discount?
Yes, AP1, AP2, and AP3. The long-term incentive plan depends on the share's performance, which means that implicitly, there are two elements here, the increase of NAVs, value of the assets, but also the discount. If the NAV remains constant and the discount reduces, the share progresses positively. In AP1, AP2, and AP3, this is an important criterion.
This is a constant concern of the executive board and of the supervisory board to monitor discounts. That's why we are buying back shares. We have this buyback program because the idea is that the market will not attribute the true underlying value to the share. There is a gap in this regard. To underline what Nicola has just said, the long-term profit sharing of the executive board and of the employees of the company is linked to the share's performance. We did this voluntarily. It is the absolute performance we are talking about here, which is a very demanding factor. This ensures we are aligned with investors. All holdings today, when we talk about discounts, all holdings have seen their discounts evolve over the years. I think that our strategy of having regular flows dividends will ensure that the discount will diminish.
This will take time, it is a long-term goal. I think that buying back shares is an idea, seeing important discounts may be a factor at play here if the price is right. I am also a shareholder, I have no doubts in this regard. To circle back to the question of debt and cash, we have a treasury situation, a net debt that is of EUR 220 million, maybe a little bit less. Today, we have EUR 1.4 billion in terms of our debt, which is a fixed rate debt at 2.8%. What David explained accurately earlier is that in a context where interest rates will be tense, we have a context where reimbursements will happen in four years for a duration of six years, this is a very positive situation.
We don't need to go and look for cash on the market to refinance our activities. This is what we said at the beginning, this gives us the ability to invest. We are also careful when it comes to the loan-to-value ratio, which is looked at by rating agencies, which looks at the financial risk of companies, and this is 7.8% today, meaning that we have gross debt levels. This takes into account our future projects. We have several companies where we haven't bought 100% of capital voluntarily because we wanted to ensure that the entrepreneurs at the head of these companies remained committed to the success of their companies, and there were joint interests, long-term joint interests in this regard. These are future commitments that we must take into account in our financial policy.
Thanks to IHS and Stahl, we have increased capabilities to buy back shares. We must have made 75% of the buyback program, which is positive. We also have to be able to invest in new companies that we believe have a promising future ahead of them. In our line of work, we are not making money off treasury flows. When we have money, that is positive, but we do not take risks. We are very cautious in this regard. Last year, our revenue was positive because the short-term interest rates increased in 2024, but we do not take risks when it comes to treasury. We are very careful. We want to ensure that cash is available at all times, just like in a regular savings account. To return to the EUR 110 million costs of debt, this goes back to our subsidiaries.
Our financial results were EUR 36 million a year, that is the true cost. Any other questions?
Yes, there's one at the back. Hello. Gasque. I'm a Wendel and Wendel-Participations investor. I would like to know what is the point of resolutions 20 and 21 with preferential subscription rates which would dilute family shareholding. The cancellation of preferential subscription rights.
To be honest, these are very technical resolutions that all companies deal with. We're talking about a private placement, these are delegation tools from a technical standpoint that most companies have, which gives them the flexibility to be able to raise funds on the markets. It's a question of flexibility, this is always subject to the supervisory board, this resolution already existed but had a limited lifespan, we had to renew it. Today, all shareholders implicitly have to buy back shares in the context of their company.
Hello. Antoine Jusse. Good afternoon, everyone. I have a practical question on profit-sharing in BV. Will disengagement continue with regards to this company?
BV is a lovely company which we are investing in, we have been investing in for a long time. There is a strategy plan, LEAP | 28, which is led by the BV management team. They are very committed to their work, I can tell you that the teams at Wendel who are following this company are very involved to ensure that they're supporting Bureau Veritas. I think that at one point in time, there was an imbalance. More than half of the company was represented by Bureau Veritas. There was a risk to an extent, or today, the balance that we have struck is better. I think that we are happy with the situation as it is. Yes, it's EUR 1.8 billion in terms of gross assets, which are below EUR 1.9 billion.
If there are no more questions, we are going to move on to the votes of the resolution. Thank you very much for these very constructive, fruitful exchanges. When it comes to the vote of resolutions, I would like to provide the number of shares, the quorum, 71.30%, 28,187,540 shares for the number of shareholders. The quorum has been met. Before moving on to the vote on resolutions, there is a double vote right. There was a nominative provision in this regard in terms of voting on ordinary resolutions and for extraordinary resolutions as well. Finally, in order to adopt the resolutions, ordinary resolutions have to reach a simple majority and extraordinary ones have to reach a two-thirds majority.
We will now move to the electronic vote. The information that you need will be on the tablets that have been given to you, particularly the number of votes that you have. We will now show a short video to explain how to vote.
You've received a tablet to vote on the resolutions. It's an individual personal tablet and can only be used during the shareholders' meeting. The resolution will be announced. There will be a window displayed on your tablet, even if it is not turned on or if it's on standby mode. It's very simple. All you have to do is to press on the button of your choice if you vote for, against, or decide to abstain. You can then press OK to validate your choice before the voting closes. Once your vote has been validated, you cannot change it. Please hand back your tablet as you leave the room. Thank you very much.
Thank you. The results of the vote will come up on the screen and a report will be available on the company website. We will now proceed to the vote by resolution.
First resolution, approval of the parent company financial statements for the year ended December 31st, 2025. The vote is open. The vote has been closed. The resolution is adopted.
Second resolution, approval of the consolidated financial statements of the 2025 year. Voting is open. Voting is closed. The resolution has been adopted. Third resolution, net income allocation, dividend approval, and dividend payment. Voting is open. Voting has closed. The resolution is adopted. Fourth resolution, relative to the approval of regulated related party agreements entered into with Wendel-Participations. Voting is open. Voting has closed.
Thus, the resolution is adopted. We will now move to resolution number five relating to governance. The renewal of Ms. Franca Bertagnin Benetton as Supervisory Board Member. Voting is open. The vote. Voting is closed. The resolution is adopted. We will now move on to resolution six, relating to the renewal of Mr. William Torchiana as Supervisory Board Member. Voting is open. Voting is closed. The resolution is adopted. Seventh resolution, the appointment of Alain Missoffe, Supervisory Board Observer. Voting is open. The vote. The voting is now over. The resolution is approved. Moving on now to the compensation of corporate officers. We can start with 2025 and resolution number eight, approval on an adjustment for 2025 for the Executive Board long-term compensation. Voting is over. The resolution is approved.
Resolution number nine, approval of the information relating to the compensation previously paid or awarded to the members of the executive board and the supervisory board. Voting is now open. The vote is now over. The resolution is approved. Resolution number 10, approval of the compensation items paid in 2025 to Mr. Laurent Mignon. Voting is open. Voting over. The resolution is approved. Resolution number 11, approval of the 2025 compensation for Mr. David Darmon. Voting over. The resolution is approved. Resolution number 12, approval of the compensation for Mr. Nicolas ver Hulst for 2025. Voting over. The resolution is approved. Moving on with compensation for 2026 with Resolution number 13, approval of the compensation policy for the chairman of the executive board for 2026. Voting over. The resolution is approved. Resolution number 14, approval of the 2026 compensation policy for the member of the executive board.
Voting over. The resolution is approved. Resolution number 15, approval of the 2026 compensation policies for the members of the Supervisory Board. Voting over. The resolution is approved. Moving on now to financial authorization, starting with Resolution number 16, authorization given to the Executive Board to purchase company shares. Voting over. The resolution is approved. Resolution number 17, authorization given to the Executive Board to reduce the share capital by the cancellation of shares. Voting over. The resolution is approved. Moving on now to capital increase resolutions with Resolution number 18 with the overall ceiling for capital increases. Voting over. The resolution is approved. Resolution number 19, delegation of authority to increase the share capital with preferential subscription rights maintained. Voting over. The resolution is approved. Resolution number 20, delegation of authority to increase the share capital by way of public offering. Voting over.
The resolution is approved. Resolution number 21, on increasing the share capital by way of a private offer. Voting over. Resolution is approved. Resolution number 22 to increase the number of shares to be issued in the event of over-subscription. Voting over. The resolution is approved. Resolution number 23 to increase the share capital as remunerations for contributions in kind. Voting over. Resolution is approved. Resolution number 24, to increase the share capital, in the context of a public exchange offer. Voting over. The resolution is approved. Resolution number 25 to increase the share capital by incorporation of reserves, profits, premiums, or other items. Voting over. The resolution is approved. Moving on to resolution number 26 on the increase of share capital for the group savings plan. Voting over. The resolution is approved.
Resolution number 27, to grant bonus shares to the company's executive corporate officers and employees. Voting over. The resolution is approved. Final resolution number 28, powers for legal formalities. Voting over. The resolution is approved. Sorry, didn't want to jump in too early. There's a bit of suspense, especially for that one. The vote is now over. Back to you.
Well, thank you very much, Sébastien. Thank you one and all for coming this afternoon and for voting. The percentages show that there's a great deal of trust in Wendel. We particularly appreciate that. We appreciate the trust that you have put in us. I would like to congratulate the members of the executive board, Franca and William, for their terms that have been renewed. Welcome to Alain, who's our observer for the next year. There are no more items on the agenda, so I suggest that we now wrap up at 12 minutes past five. That's it for our shareholders' meeting. Thank you very much.