Imerys S.A. (EPA:NK)
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May 7, 2026, 5:35 PM CET
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AGM 2024

May 14, 2024

Operator

Welcome to the Imerys AGM. Before we start off, I'd like to give you some safety instructions just in case there were to be a fire that might break out or whatever. So the lights would go off, so would the electricity. You would hear a voice from the ceiling indicating how to make your way out of the premises. On either side of the room, there are indeed exits from the room, and there would be a strip lighting showing you the way towards the two stairways, the main stairway you used to come down here earlier. Obviously, you would avoid using the elevators, the lifts, in such circumstances, and we would all meet in Rue Nélaton, Nélaton Street, which is the side street right beside here, to make sure that everybody has come out of the building if that were to happen.

Thank you for your attention, and enjoy your AGM.

Patrick Kron
Chairman of the Board, Imerys S.A.

Thank you. Good afternoon, ladies and gentlemen, dear shareholders. It's now 3:20 P.M., and I'd like to open our AGM. I'd like to start off by expressing our apologies. Some people encountered some difficulties in making their way to the room. I think the IT server had a mishap, and we were suffering the consequences of that. So we had to do manual registration of participants and voters later on. And the fact is we couldn't allocate a voting box to one precise voter or shareholder. So we'll have to do things like we did in the old days when I chaired other meetings. Instead of having real-time voting, we'll have to use paper ballots and ask you to vote on each of our resolutions manually.

And that will lead us to give you the outcome of the voting process in a rather delayed fashion so that the outcome of the poll will be available tomorrow on our website. If the IT is working now, well, somebody must be saying to the chairman that the IT system is working now. Don't worry. Don't worry. We'll get it organized. So have no worries about that. So having said that, I suggest we start our meeting now. Even if the server were to be working again, we'd have the issue to do with the registration of the voting parties, and we couldn't match the voting boxes with the people who would have been registered manually. So this meeting is being broadcast on our website. It'll be available also as a replay. And I can guarantee you that. Also, we have Mr.

Dazza, our CEO, Alessandro Dazza, by my side, Sébastien Rouge, our CFO, and Emmanuelle Vaudoyer on my left here, the group general counsel, and members of our board, Marie-Françoise Walbaum, who is the chair of the Appointments Committee and the Compensation Committee, as she does every year, will join us in a few minutes to make a presentation to this meeting of the items on the agenda concerning corporate governance. Also present in the room, we have the members of our board of directors, as well as Olivier Broissand, who is a partner within Deloitte & Associés, and Cédric Haaser, who is a partner within PricewaterhouseCoopers Audit, representing the joint statutory auditors. Thank you, gentlemen, for joining us. So the general meeting, which is meeting on the first call here today, is actually an ordinary general meeting here today.

I would like to ask Emmanuelle Vaudoyer to kindly, if you don't mind, Emmanuelle, talk about the accomplishment of all of the formalities relating to the invitation to the meeting and the holding of the current meeting.

Emmanuelle Vaudoyer
Group General Counsel and Company Secretary, Imerys S.A.

Thank you, says Emmanuelle. I confirm that in compliance with the law, the prior notice of meeting, which is the invitation to the general meeting, presenting in particular the agenda, the draft resolutions, and the conditions for participation and voting at the general meeting, these were published in the BALO publication here in France on the 5th of April 2024. The registered shareholders were also convened by letter or by email addressed to them on the 24th of April 2024, and the publication of the notice for the meeting was conducted on the actejuridique.fr website on the same date.

The documents and information that should be made available to the shareholders by virtue of the provisions of the French Commercial Code were indeed made available on the website of the company, and the shareholders also were able to take cognizance prior to this meeting within the legal deadlines of the documents provided for by law.

Patrick Kron
Chairman of the Board, Imerys S.A.

Perfect. "Thank you, Emmanuelle," says the chairman. Thank you. We'll have to make the usual checks, of course. It seems that if we look at the attendance sheet of the meeting, the quorum is achieved: 16,896,422 shares present or represented here. We'll confirm the final quorum before the end of the meeting, of course. We want to appoint scrutineers for the meeting. They will be the two shareholders present who have the largest number of votes.

We have Mr. Frédéric Vermeersch - hope I got your name right, is it, the pronunciation - who is the nominee of Belgian Securities BV, representing 92,682,540 votes, and Mr. Paris Kyriakopoulos, who is the nominee of Blue Crest Holding SA, representing 8,096,217 votes. They have kindly agreed to be the returning officers, the scrutineers of the meeting, and I would like to thank them for that. Emmanuelle Vaudoyer will be the secretary of our meeting. As we usually do, in order to leave enough time for the presentation of our business activities and the results of your group and make a presentation on our climatic transition plan, we will, well, we suggest we wouldn't read out in full all of the different reports provided for by law.

These documents are available in full in the Universal Registration Document for 2023 that was filed with the AMF body on the 26th of March last. There are copies of this UORD document for 2023, also the invitation to the meeting brochure, and the climatic transition plan available here to shareholders in the room. We will, of course, have a Q&A session at the end of the meeting. I won't talk about the functioning of the electronic voting boxes because we won't be using them. That'll save some time. Let's move into the heart of the matter, if I could put it that way. We'll have a presentation on the major highlights with our CEO, Alessandro Dazza.

Alessandro Dazza
CEO, Imerys S.A.

Thank you, Patrick, says Alessandro. Good afternoon, everybody. Let's now look back at 2023 and detail out the results of the company along with our CFO, who is Sébastien Rouge. If you don't mind, I'd like to start off by focusing on certain highlights. In 2023, Imerys continued to prove its resilience and its agility, how resilient and agile it could be in a complex market environment. The sales volumes in 2023 were impacted by the low level of demand on end markets, especially the residential construction market, the market of industry, especially in Europe, and the paper market as well. And this low level of demand was aggravated by stock release, destocking that went on throughout the year. So in spite of a high comparative base last year, prices actually held their own, held their own pretty well, and they even went up by 2.6% for the whole year.

But they slowed down then in Q4, reflecting the end of certain energy surcharges that we had applied to our clients. And Sébastien Rouge, our CFO, will go into this topic in more detail in a short while. Thanks to our discipline in terms of pricing, and especially thanks to the hard-hitting action we took on costs, Imerys posted a current EBITDA for all of the financial year of 2023 at EUR 633 million, in line with our guidance. We should also note the high level of free operating cash flow generation, EUR 288 million before strategic Capex, slightly up compared with the previous year, 2022, and EUR 192 million after this Capex. This is largely the fruit of a couple of things: action taken on the working capital requirement, especially with a big reduction in inventories, but also helped along by the drop in inflation.

The board of directors will be proposing to shareholders a cash dividend of EUR 1.35 per share, in line with the historical average payout ratio. If we now look at the performance of the group over the last two years, Imerys confirms that its business model, our business model, is indeed resilient even when times are hard, in difficult times like in 2023. In spite of low volumes, the EBITDA margin currently is remaining flat around 17%. This proves the agility of the group. You can see on the graph on the bottom right that we've adjusted our prices to take account of the trend in variable costs, inflation also impacting our fixed costs and overheads.

These price increases in 2022 and the adjustment in 2023 were indeed necessary to maintain our profitability, just like the cost-cutting measures set up, and we describe them actually in the next slide, the cost-cutting measures. The purpose of this slide is to give you an overview of the hard-hitting, far-reaching actions taken to drive our costs down. The idea is to explain how, in spite of a low level of business activity, we achieved a current EBITDA margin that is flat at almost 17% in 2023. Between 2022 and 2023, our costs went down by 9%, not just because of the drop in volumes, production volumes, but also thanks to the substantial actions we took to drive down our costs. These actions enabled us to achieve EUR 126 million worth of savings, at 3.3% of total costs. This more than offset the total inflation impact.

These programs encompassed all of the levers available to us in Imerys via action that we took on procurement, initiatives on procurement, operational efficiency in plants, adjustments of capacity, reductions of overheads, and discretionary expenditure in general. As a consequence of this, our cost base for 2024 this year will be lower than what we had in 2023 because these actions have been deployed, most of them anyway, in an enduring way. You see then on this slide the main end markets of Imerys that saw contrasting orientations and more rather unfavorable ones, I would say, in 2023. First market is construction. Overall, we can say it was positive. But thanks to the momentum of the infrastructure sector, an increase of 7% compared to 2022. But Imerys hasn't got a big, big footprint in that market segment. It's less than 10% of our revenues in construction for Imerys.

Exposure is mainly in the residential market. That was very much impacted and still is impacted by the upswing of interest rates and the tightening of lending conditions in Europe and in North America. Consumer goods, beauty, care goods, 18% of our exposure remained on the positive trend in the United States thanks to the robust labor markets there, but down a bit in Europe because of high inflation. Regarding automotive and transportation, in general, 13% of our exposure. The year was pretty good. We've seen a robust business activity in nearly all the geographies, especially thanks to the catching up that was done regarding sales because of the shortages in 2022 of semiconductors. Having said that, we shouldn't forget that sales overall remain at a lower EBITDA compared with pre-COVID times, 14% negative compared to the situation before COVID.

In the other markets that we service, energy, for example, low industrial activity in Europe and in North America impacted negatively by energy consumption there. Electronics, the inflationary context, impacted end markets and end demand. And then plants and equipment for industry, a big slowdown in Europe, a bit less in the U.S. thanks to all of the actions taken, governmental flanking measures to support economies. And then for paper and steel, especially in Europe, we continue to slow down with a lot of capacity reduction, especially because of high costs of energy. A few words about lithium now, the lithium projects. In 2023, it was an important year for us, but 2024 will be a pivotal year for these projects on lithium. For France, there's the EMILI Project, aiming at producing 34,000 metric tons per year of lithium hydroxide. And we've come through some important milestones already.

The drilling campaigns, for example, the success of drilling campaigns confirmed the attractiveness of the deposit. The technology was tried and tested on a lab scale with several hundreds of kilos of lithium of battery grade already produced. Now, the locations of the loading station in Saint-Bonnet-de-Rochefort and the conversion plant in Montluçon, these locations were announced in January 2024. That means that all of the sites will be set up in the same département, same county here in France, which is Allier. So what's on the cards for 2024? There was already an important public debate started off. It started on the 13th of March last year in France. So that's a key milestone. The Commission Nationale du Débat Public will be publishing its report at the start of July. In parallel, the pre-feasibility study is continuing and should be concluded by the end of the year.

Subject to obtaining all the permitting necessary, the construction of an industrial pilot plant will be launched. For the Imerys British Lithium Project in the U.K., aiming at producing 21,000 metric tons per annum of lithium carbonate, substantial progress was made up to now. This project is running behind the French one, of course. So the drilling has confirmed the grade of resource available and the concentration of lithium. So we have already produced in a pilot lab on the spot battery-grade lithium carbonate. And the integration of this project within Imerys is now underway. The next steps are as follows. We'll be pursuing our drilling campaign to increase the level of precision regarding the size and the content of the deposit. And in parallel, we'll be optimizing our processes within the context of the pre-feasibility study that's already underway. And a couple of words on innovation now.

The group has rolled out more than 50 new products in 2023. The priority is in three areas: green mobility, sustainable construction, and natural solutions for consumer goods. I won't go into the details of each new product, but I'd just like to underscore two points: our constant efforts to meet the needs of clients and markets in conjunction with the three key trends that we've mentioned. Also, each innovation project is now reviewed with a framework that we call the Portfolio Sustainability Evaluation Framework. We have it checked by an independent outside body. 78% of our innovative solutions in 2023 are indeed deemed to be sustainable solutions. Now I'll give the floor to Sébastien Rouge, our CFO, who will detail out the figures for you.

Sébastien Rouge
CFO, Imerys S.A.

Thank you, Alessandro. Good afternoon, everybody. I'd like to go back to some key financials for Imerys in 2023, starting off with the revenues. Sales achieved EUR 3.8 billion worth in 2023, a drop of 9% compared with the record-breaking previous year. The negative scope effect of EUR 31 million is connected with the recent divestments. The revenue figure also integrates a negative forex impact of EUR 83 million, mainly because of the depreciation of the U.S. dollar compared with the euro. Now, the impact of prices remained slightly positive in 2023 for the full year after the exceptional inflation we saw in 2022.

We note the reversal of the upward price trend in Q4 of last year, of 2023. Now, if we have a look at the trend in the profitability of the group, the current EBITDA of 2023 was in line with our guidance announced in July last at EUR 633 million.

That's a drop of 12% compared with 2022 financial year. This trend is the reflection of the drop in the volumes, EUR 240 million worth. Also, the contribution of prices was positive. That's EUR 106 million worth of positive price impact associated with a drop in costs because of the cost-cutting actions we took and the reduction of the inflationary pressure that we were under, especially in Q4. It's also the reflection of the increase in the dividends paid by the joint ventures and the associates that we have. As a consequence, the current EBITDA margin leveled off at 16.7%, in line with the 16.8% of 2022, the previous year. Let's now look at the other items in the Imerys P&L.

The current operating income stood at EUR 365 million, the net financial income negative by EUR 38 million, an improvement of 12 million compared to 2022, mainly because of the deleveraging we've done in the group. The current taxes, EUR 81 million, they corresponded to a current effective tax rate of 24.9%. The increased contribution of the net profit from joint ventures not taxed at the level of Imerys brings down this percentage of taxation, of course. The current net income of the continuing operations stood at EUR 242 million, down by 13% compared to 2022, a variation fairly close to the variation in the revenues.

[Foreign language] Impactée par une importante dépréciation des actifs servant le marché du papier pour EUR 175 million d'euros. Et enfin, vous voyez la contribution des activités abandonnées qui correspond aux écritures relatives à notre activité de solutions pour haute température qui a été cédée fin janvier.

Speaker 7

That was sold at the end of 2023 until the net result stood at EUR 51 million. If we look now at the financial structure of the group in 2023, we were able to reinforce the balance sheet of Imerys thanks to the sale of the HCS activity and the significant generation of operating cash. And after the payment of an exceptional dividend of EUR 330 million paid in May 2023, Imerys has reduced its debt last year. At the end of 2023, the ratio was diminished compared to 2022, reaching 1.0 times. In absolute terms, financial debt was reduced by EUR 548 million to reach EUR 1.1 billion, which made it possible to have a net indebtedness standing at 35%, which is a record level for Imerys. I'll hand over now to Alessandro Dazza for information having to do with the first quarter 2024. Thank you.

But before I hand over to Mr. Dazza, what's going to be due is to give you the text that we received today from the Social and Economic Committee, the representatives of staff, which is complying with the law. They're invited to issue an opinion on the economic and financial situation after having heard the report of the statutory auditor and the accountant. So the Economic and Social Committee, the CSE in French, gave the following opinion, which I'm going to read quickly to you. First of all, these are the main points. They went over the main figures that Mr. Dazza and Mr. Rouge read: decrease of sales, mainly due to a decrease in volumes of sales. We were not able to compensate by crisis increases, this decrease in volumes. So the result is down with the current operating activity, which is significantly down.

But Imerys is maintaining an operational performance, which is robust, in line with the forecast we issued in 2023. The year 2023 was marked by a significant generation of cash supported by a significant reduction in the need for cash flow and a reduction in inventory. So this is taking into account the impact of the disposal of HTS, which occurred and finalized at the end of January 2023. Thus, the ratio of net debt compared to EBITDA current and owned capital is improved considerably, offering the group good flexibility from a financial point of view because it's a very high level of available resources. The committee reminded us as well that the NHAS group share, because of the other minus -135 other operational expenditures, as Mr.

Rouge indicated, saw an exceptional result on goodwill and assets having to do with the paper market, EUR 175 million out of the EUR 235 million that I mentioned. So a dividend stands at EUR 1.35 as proposed in cash, an overall amount of EUR 115 million, or a rate of distribution of 1.46. From a social point of view, not much change there other than the high-temperature solutions, which is out of scope over the last three years, now reaching 13,678 staff. It is down in Europe, outside of France, and in Asia-Pacific between the end of December 2022 and the end of December 2023. So it's stable globally, group-wide. So that's what Imerys says. A very high level of outside production, outsourced production, and internal employment is down. And that's a criticism.

For these reasons, the elected members of the CSE issue a favorable opinion with the following reserves: if in 2022 and 2023 are atypical in the trajectory of the group, we are doubtful about the ability of organic group in the group. And we are wondering about the connect and shape effort in the commercial and social areas. That's the opinion of the Social and Economic Committee. I hope that our general director will be able to convince you and them and our social partners of the fact that we are less doubtful than they are and more convinced about the ability of the group to have organic growth. This has been the case in the past. And obviously, we obviously are subject to economic realities as we were in 2022 and 2023. We are subject to that directly, the consequences of that.

We hope that this will show the ability of the group to bounce back and to get back to organic growth of significant proportions. I'll hand now over to Mr. Dazza, who's going to be confirming what I just said, I hope, about the figures from the first quarter 2024. Thank you. Indeed, if you allow me to present the results from the first quarter 2024, which was published the 30th of April last, they're very good results and well received by the market. Now, the important event of note is that I'm convinced we have the first signs of recovery in the actual demand. Sales have reached EUR 930 million, which is higher than the fourth quarter and the third quarters of last year, thanks to higher volumes. This is the first time after 6.5 years.

Some end markets are still weak: industrial markets in Europe and residential construction in the U.S. partially and in Europe. This explains the rate, but the worst is behind us. Now, if we look at it quarter by quarter, sales are down by 3% compared to the first quarter of last year, which was a basis of comparison which is quite high. The month of March was a record of the last year. The prices are slightly down, standing down by 1.9% compared to a high level last year. As I remind you, the first quarter of 2023, the prices had increased by 11% compared to the previous year. The second important fact is that adjusted EBITDA stood at EUR 188 million, up 9% compared to the first quarter of 2023. Very solid margins, standing at 20%.

This performance is really the fruit of our commercial actions, our savings, and the good financial performance of the co-enterprise. Another effect of note is the group continued to implement a strategic roadmap, three things of importance: the creation of a new branch called Solutions for the Energy Transition. I'm going to talk about that in a minute. And then we entered into exclusive negotiations with the American group Flacks, which potentially could sell off the assets serving the paper market. This transaction should be closed by the summer. Lastly, Imerys was active in acquisitions after a very tranquil 2023. We are continuing negotiating with Chemviron, which is an affiliate of Calgon Carbon, to buy their perlite and diatomite activity in France in two sites then and in Italy's one site. So these activities are represented in 2023: EUR 50 million in sales and 130 staff.

This acquisition is targeted, which will generate synergies of significant proportions that will enlarge our product portfolio, especially these are natural solutions for consumer goods, and this is a market that is strongly up. Imerys is continuing to be resilient and to be agile in an economic environment which is getting better but is still a challenge. As presented to the markets the last 12th of April, we created a new branch of activity called Solutions for the Energy Transition so as to better reflect how important the contribution to growth is: group activities in minerals, in critical minerals. This branch includes the graphite and carbon activities at Imerys. And the part of our group is 50% in the co-enterprise of Quartz Corporation, a world leader in the production of silicon of high purity for solar, photovoltaic, and semiconductors markets.

Both of these represent key engines for growth in the future of Imerys and underline the major role that Imerys plays in that energy transition. As I said previously, the first signs of a recovery are strongly there in group activity. You can see the arrow is going up. Now, in the last two quarters, this has been significant. This is due to changes in volumes. Comparing with last year, the prices are down, and the concurrent effects are negative. And we have sold off in activity, so the scope is necessarily negative. To conclude, we can look at the future with a certain amount of optimism. Now, I'm going to change topics. I'm going to start talking about where we stand in sustainable development since 2018.

Our ambition in terms of sustainable development is around three major areas which are fully aligned with the Pacte Mondial of the UN and the Sustainable Development Goals of the United Nations. The first area is deriving value from our teams to make sure that our employees stay in good health and are safe, to protect human rights, to develop talent, to promote diversity and inclusion, and commit to local communities. Secondly, to build the future with our customers, to behave ethically, to guarantee responsible purchases and promote products and sustainable processes, to take care of our planet. That means we're protecting the environment, promoting the efficacy of natural resources, respecting biodiversity, and acting against climate change. In 2022, the group defined priority themes with objectives in sustainable development over three years, which should be reached by the end of 2025. Those are just a few examples.

Now, after many years of continuing improvements, our performance is continuing to progress. All of these objectives are detailed in chapter 3 in the universal document of the group. I'm not going to go into all of the details. Here, you have a selection of indicators of performance here linked to 2023. They demonstrate that we are on the right path to reach our objectives in the middle term, especially and notably thanks to the reduction of our greenhouse gas emissions in Scope 1 and 2, 24% by 2023, which are in line with our objective to reduce by 42% by 2030. I'll get back to that. This slide shows the integration of sustainable development in the heart of our strategy and that starts by solid governance, robust governance. The board plays an essential role in validating these sustainable ambitions of the group.

In 2024, the strategy committee became the Strategy and Sustainable Development Committee. This committee meets. Has been supported by a referent administrator, ESG, who's independent since 2021. From an operational point of view, every day, our program called SustainAgility is supervised by a Sustainable Development Committee. This committee meets every quarter and is responsible for drawing up the ambitions of the group group-wide to approve key steps and to follow the implementation of the group objectives. We need to mention as well that realizing these objectives of our program are integrated in the variable compensation agreements of the general director, myself, the executive board, as well as all of the senior managers. Our climate transition plan is robust and will make it possible for us to reach our ambitious objectives, which are in line with the Paris Agreement, 1.5 degrees for limiting the rise in temperature.

The detailed plan underlines our objective and our transparency, but also the progress of our performance and the actions that are concrete that we put into place every day and the solutions we're developing to help our customers to reduce their own emissions. We have a dedicated publication for this plan, and you'll find some copies in the room today of that plan. This is a key slide here. Here, you can see to reach our roadmap for decarbonization. We have to accelerate our efforts to reduce emissions, taking concrete measures to integrate the climate in all of our production processes as well as in our value chain. We've announced in 2023 new objectives aligned with the 1.5 degrees trajectory. In other words, reducing CO2 emissions of Scopes 1 and 2 by 42% in absolute value.

So these are in tons of CO2 of Scope 3 of the 25% between now and 2030, with 2021 being the reference year taken into account. Now, these objectives were approved by the Science Based Targets initiative, SBTI, in July of 2023 and approved by the end of last year. So our roadmap for decreasing greenhouse gas emissions is based on 5 main levers for decarbonation: energy efficiency, change in fuels and biomass used, electrification, electricity at low carbon emission, and innovation in processes. For Scope 3 emissions, the levers include, which are mainly upstream and downstream, some include actions in collaboration with our suppliers and managing our product portfolios, in addition to replacing certain fossil fuel by biomass and actions targeting the improvement in energy efficacy. Here, a few examples of levers for decarbonation which will contribute to reaching our objectives for reducing emissions of greenhouse gases.

An example: in Andersonville in the U.S., we replaced the use of coal in rotating furnaces with peanut shells or the increase in our electrical consumption in low carbon thanks to producing photovoltaic electricity on our sites. Lastly, studying new long-term projects such as carbon capture and storage derived from our production processes which make it possible to reduce significantly our greenhouse gas emissions. Lastly, at Imerys, we will be using solid methods and objectives to quantify our performance aligned to international standards. These fundamental elements contribute to define our position as leaders in terms of sustainable development, recognized by the ratings agencies where we are regularly recognized as being leaders in our sectors. Thank you for your attention. And now I'll hand back over to our chair.

Patrick Kron
Chairman of the Board, Imerys S.A.

Thank you, Alessandro, and congratulations to you and your teams for the work that's been done, which certainly is a reduction in the results, but this has been accomplished in a very difficult economic environment, as you've seen with the decrease in volume that was significantly impacting and difficult to compensate. But a lot of work has been done, and you will see the effects of that over time because, obviously, this is a structural job. What about dividends now? That's the historical thing that we do in the General Assembly. It's legitimate. Now, what's being proposed by the board at this point is a payment of a dividend of EUR 1.35, which translates the renewed confidence on the part of the board in the strategy of the group. Here, you have displayed this slide, which gives you the history.

You can see clearly that in 2022, we talked about it last year, about the dividend, the ordinary dividend, as it were. We added to that an extraordinary dividend having to do with sending back to shareholders a part of the product of the sell-off of SDS, of the disposal of SDS, which had been done. And you also see 47% of the payout, of the percentage of the net current distributed result. So we were placed historically. The net current result was down by 13% and the dividend by 10%. So a distribution rate is slightly higher now, except for 2020, which was marked by COVID. It was a historically low amount, which is already observed. It was roughly 50% below. But that makes it possible to provide good participation to shareholders with the progress of the group.

I hope this will make it possible for our shares to be contributive to our value. So that's what I wanted to say. I'm going to ask Emmanuelle if he could so kindly summarize the resolutions that we are going to be asked to vote upon. We'll obviously have the opportunity to discuss various matters to enable us to best respond to these. Thank you.

Speaker 8

Merci, Monsieur le Président.

Speaker 7

Thank you, Chairman. The ordinary general meeting has to approve the agenda that we have before us here on the screen with our 17 resolutions, as you can see. No request has been made to add an item to the agenda. No draft resolution apart from these ones has been proposed. So we will, of course, be voting upon the resolutions later on. The resolutions submitted to you for your approval today are reproduced in full in pages 376 to 379 of our universal registration document for 2023 and also available, of course, in the brochure of invitation to this meeting, both available too, of course, on the website of the company.

Now, the first and second resolutions, as usual, concern the approval by the meeting of the management of the company and the annual accounts of the company, as well as the consolidated accounts of the group, of course, for the past financial year, as you've heard expounded upon by Alessandro and Sébastien. The third resolution then concerns the allocation of profit and setting the dividend with respect to the year ended December 31st, 2023, EUR 1.35, as you heard. Fourth resolution, you're asked to give your opinion about the statutory auditor special report governed by Article L2 to 5 to 40 of the French Commercial Code. Now, the board of directors, at its session on the 21st of February, 2024, in particular, reviewed once again all of the related party agreements.

The board noted that there was no related party agreement that was entered into during fiscal 2023 and that no related party agreement entered into during a previous financial year and already approved the general meeting was pursued in 2023. Next, you have, in summary, the resolutions concerning corporate governance, especially the compensation of the corporate officers.

Now, before making this presentation, we would like to recall that all of the items concerning the determination and the content of the compensation policies of the corporate officers, as we call them, ex ante votes, and the information concerning all compensation paid with respect to or granted during fiscal 2023, this is what we call the ex post votes, these feature in pages 194-212 of chapter four, corporate governance, and pages 367-373 of chapter eight, the ordinary general meeting of the 14th of May, 2024, in our universal registration document for 2023. I think we can pursue now. If that's all right, I think Marie-Françoise Walbaum will join us for the next section. Yes, says the chairman. We're going to talk about the resolutions concerning corporate governance, of course.

As we said in our introduction, Marie-Françoise Walbaum, who is the Chair of the compensation and appointments committees, she will detail out the resolutions on these topics. Thank you, says Marie-Françoise Walbaum. In the context of resolutions 5-7 by virtue of the legal provisions concerning the ex ante vote, you're called upon to give your opinion on the policies for compensation of corporate officers of the company for 2024 as decided upon by the board of directors on the 21st of February, 2024, as per the recommendations of the compensation committee. On a prior basis, we'd like to display on the screen here the principles that govern the termination of these policies, especially the fact of respecting our corporate interests and the fact of being in line with the business strategy and the enduring nature of the company.

The main modifications made to the compensation policies compared to 2023 are displayed on the screen. These were developed within the Universal Registration Document in more detail. As in the past, we present, in summary, the components making up these compensation policies of the Imerys corporate officers for 2024. Concerning the Chairman of your Board, Patrick Kron, his compensation includes exclusively an annual gross fixed compensation, which remains unchanged, standing at EUR 400,000. Concerning the 2024 compensation policy for the CEO, the changes proposed concern the modification of certain criteria included in his annual variable compensation.

So the 2024 compensation policy of the CEO would include the following main components: annual fixed compensation standing at EUR 920,000, unchanged since 2023; annual variable compensation, which will be a function of the achievement of quantifiable criteria connected with the financial and ESG performance of the group; and also the achievement of personal criteria, as we have described them here on the screen. Concerning the quantifiable criteria connected with the financial performance of the group, these include the EBITDA and the free operating cash flow. These criteria are weighted 65%. They account for 65% in the weighting of variable compensation. And the levels of achievement expected are in line with the budget objectives for 2024. Concerning the quantifiable criteria connected with the ESG performance of the group, these are detailed out on the next slide. And they include, in particular, a new criterion that's connected with water management.

These ESG criteria are fully aligned to the ESG roadmap that we call sustainability here in the group. The objectives are set consistently with respect to that. The weighting of these criteria is 15% worth of the variable compensation. Additionally, the personal criteria aim, among other things, at the pursuit of the strategic realignment of the group towards end markets, which will post stronger growth, and the implementation of the lithium project and projects roadmap. The weighting of these criteria is 20% of the variable compensation. Finally, it's also stipulated that this annual variable compensation is capped at 165% of the annual fixed compensation of the CEO.

The compensation of the CEO includes, in particular, an end-of-contract allowance in the event of a constrained departure, a maximum amount of two years of compensation, an indemnity, a non-compete indemnity, an amount equal to one year of fixed compensation, and the average of the last two years' variable compensation, and 85,000 performance shares in line with the grant conducted in 2023. The 2024 performance share plan will, like last year, be fully subjected to performance conditions based on the economic and business performance of the group and its ESG performance. These conditions would be set in line with the relevant budget targets and would be in compliance, of course, with the group's sustainability, as we call it, ESG roadmap. The ESG criteria applicable to the Chief Executive Officer's variable annual compensation and long-term compensation and performance shares can be seen here on the screen under his 2024 compensation policy.

That is for 2024, of course. Then, in the seventh resolution, the 2024 remuneration policy for members of the board is amended to allow the board to waive the 50% deduction of the remuneration provided for in the event of participation in a board or committee meeting by telephone or video conference when exceptional circumstances prevent the meeting from being held in person. The proposed 2024 remuneration policy remains, however, unchanged. Thus, the annual remuneration of board members will be determined according to the scale displayed on the screen and will still be within the limit of EUR 1.2 million per year. This limit has remained unchanged since 2018.

In the eighth resolution, you're asked to vote on the remuneration or compensation report, which is intended to provide you with a clear and detailed overview for each corporate officer of all remuneration and benefits of any kind and any other items relating to their office for the year just ended. In the first instance, with the ninth and tenth resolutions, you're asked to approve the compensation paid or granted in 2023 to each of the executive directors. That is, the Chair. 2023. This amount will be paid subject to approval, of course, of this resolution by this general meeting. Your CEO's 2023 compensation also includes a grant of 85,000 performance shares, all subject to performance conditions, as well as benefits in kind representing a book value of EUR 109,516. The following resolutions concern then the composition of the board of directors.

First of all, you're reminded that I personally have expressed the wish not to seek reappointment as director with effect from the present meeting. In the 11th to the 13th resolutions, you're asked, therefore, to renew the terms of office as directors of Patrick Kron and Paris Kyriakopoulos, which expire at the close of this general meeting, and to appoint Laurent Fèvre as director, all for a three-year term. Mr. Laurent Fèvre is CEO of OPmobility, which was formerly Plastic Omnium. Professional information has been made available to shareholders in accordance with legal requirements. His biography is displayed on the screen right now. Mr. Laurent Fèvre has all the qualifications necessary to make a great contribution to the board. We look forward to welcoming him if you vote in favor. Due to a long-planned business trip, Laurent Fèvre is unable to attend today, unfortunately.

And I'll give the floor to Patrick. He will perhaps tell us a couple of words about Laurent Fèvre.

Patrick Kron
Chairman of the Board, Imerys S.A.

Well, as chairman, I am so happy to see the candidacy of Laurent Fèvre, who will bring to the board precise and interesting, worthwhile knowledge of the strategic issues facing the group and his in-depth knowledge of a certain number of industrial sectors that are important for us. And as Marie-Françoise has said, Laurent Fèvre is the CEO of formerly Plastic Omnium, OPmobility. We've known them as Plastic Omnium for so long. We tend to sometimes still call them Plastic Omnium. And he's CEO of that group. And he's in the U.S. at the moment. It was very difficult for him to not honor his commitments over there today. So he could not be with us, unfortunately. But he is really looking forward to hopefully joining our board.

He will be attending our board meetings between now and the end of the year. If you vote him in as member of the board and it was such a pity he couldn't be with us here today to present himself, to introduce himself to you in person. I can guarantee you that we had a very interesting process with the appointments committee. It was a very interesting process of research that we engaged in with lots of fine candidates available. But he was a little bit better than the others. That's why we chose to ask you to vote in his favor here today. We would be very happy if you were to grant him your support in joining the board and the strategy committee belonging to the board, too, where he'd be particularly useful, we think.

And also, I'd like to say on my own behalf and also on behalf of all of the board, I'd like to thank Ms. Marie-Françoise Walbaum for the 11 years you put in, I think, if I'm not wrong, Ms. Walbaum. You've put in a lot of valuable work over the last 11 years. And you've helped us in the different battles we had to wage to grow and develop the company. And thank you for feeding into the workings of the board and the board committees, of course, especially the compensation committee and the appointments committee that you actually chaired, Marie-Françoise, both of them for several years. So thank you again, Marie-Françoise. And I'll give you back the floor, Marie-Françoise Walbaum.

Marie-Françoise Walbaum
Chair of the Appointments and Compensation, Imerys S.A.

Well, we're not voting for her, but we're thanking her. Yes, thank you. Thank you, Patrick. Thank you to everybody as well.

Subject to the approval of these resolutions, the new composition of the company's board would be, as shown on the screen here right now. It shows whether or not each member is independent, as assessed by the board of directors on the recommendations of the appointments committee and their membership of the board's specialized committees. So you can see that on the screen here at the moment. Thank you. I'll give the floor back to Emmanuelle.

Emmanuelle Vaudoyer
Group General Counsel and Company Secretary, Imerys S.A.

Thank you, says Emmanuelle. Thank you, Marie-Françoise. The 14th and 15th resolutions concern the appointment of Deloitte & Associés and PricewaterhouseCoopers Audit as statutory auditors with responsibility for certifying sustainability information with effect from the 2024 financial year. Their terms of office will expire at the close of the annual general meeting to be called in 2028 to approve the financial statements for the year ending December 31st, 2027.

The 16th resolution concerns, as usual, the renewal for further 18 months of the authorization for the company to buy back its own shares. The objectives of this new share buyback program are set out on the screen. The maximum number of shares that may be acquired under this program has been set at 10% of the total number of shares outstanding in January 2024 or 5% if the shares are acquired by the company with a view to their retention and subsequent remittance in payment or exchange in connection with a merger, demerger, or contribution. The maximum purchase price of these shares has been set at €85 per share. This resolution also stipulates that the board of directors may not make use of this authorization in the event of a public offer for the company's shares.

The purpose of the 17th and last resolution is, as usual, to confer the necessary powers to carry out the legal formalities subsequent to this meeting.

Patrick Kron
Chairman of the Board, Imerys S.A.

Thank you, says the chairman. Thank you very much, Emmanuelle. I would now like to move on to the statutory auditors' reports. I'd like to invite Cédric Hazer, signing partner of PricewaterhouseCoopers Audit, who is speaking on behalf of the joint statutory auditors, to present to you all of their reports, board general and special ones issued in respect of the 2023 financial year.

Speaker 9

Thank you, says Mr. Hazer. Thank you, Mr. Chairman. If you authorize me to turn my back to you for a couple of minutes, I do apologize. Ladies and gentlemen, dear shareholders, on behalf of the joint auditors, PwC and Deloitte, I'd like to report on our assignments fulfilled in financial year 2023.

The report on the company and consolidated accounts and our report on the wage party agreements feature in the Universal Registration Document and also in the invitation notice to this meeting. The page numbers are on the screen here. So I suggest, as we usually do at this meeting, to sum up the salient items in these reports. Firstly, I'd like to recall that PwC and Deloitte and their network do the verification of the accounts of all of the substantially sized entities in the group concerning our report on the accounts. We recall that the objective of our assignment is to obtain reasonable assurance on the truthfulness and accuracy of the accounts and make sure that there's no material misstatement in these accounts.

We have implemented an audit procedure that looks at the risks incurred, the economic context that the group is working in, and its subsidiaries, and also the changes in the consolidation scope. The audit approach is adapted to take account of the different lines of business of the group and its organization. We also try to verify that the ordinary and particular transactions are the focus of procedures we implement as a function of the standard practice in the audit industry here in France. We shared with the financial department of the group on many occasions. We had debates and talks with them. We have spoken, of course, to the audit committee and the board on multiple occasions as well.

In line with the provisions laid down in European regulations, our reports flag up the key audit matters concerning the risks of material misstatements and the responses we found in those respects. Also, we use the IFRS reference base adopted by the European Union, pages 335-339 of the URD. There are three key audit matters we'd like to flag up. Firstly, the measurement of the recoverable amount of goodwill. Secondly, the valuation of provisions for the industrial sites that need to be dismantled and the remediation of the mining sites and also the assessment of the financial impacts relating to the talc litigation. Following our work, we provided a non-qualified certification of the consolidated accounts of the group. Regarding the annual accounts of Imerys using the French GAAP, you will find on pages 340-343 of the Universal Registration Document the details regarding that.

You will find all of the details there. Following the work we did, we also certified in a non-qualified manner the annual accounts of your company, the statutory accounts. We also verified the management reports and the other documents intended for yourselves. We looked at the truthfulness and accuracy of the information provided in the management report. We can certify that in the report from the board on corporate governance, we see all of the requisite information required by the French Commercial Code. We also verified the compliance with the accounts of the information concerning the compensation and benefits paid and the commitments made in favor of corporate officers. Concerning the related party agreements, we were not advised of any authorized related party agreement entered into in the past financial year. There was also no agreement authorized, concluded, and previously approved whose implementation continued in 2023.

So Deloitte and partners turned to an external, independent outside body regarding the non-financial rating that needed to be done. You'll find the details on that on pages 148 to 150 of the URD. No material misstatement was found concerning the statements made by the company or the truthfulness of the information provided in pages 148 to 250 of the URD.

Patrick Kron
Chairman of the Board, Imerys S.A.

Thank you, sir. Thank you, Cédric, says the chairman.

Speaker 11

Thank you, Cédric. And the quality of your work and that colleague has accomplished. I'd like to thank the financial teams as well for their cooperation, which was able to propose the closing of the accounts and so that could run smoothly without any particular problem routinely. Thank you. We are going to move on to discussions and questions. Q&A session. Any questions you might like to ask us? I would just like to say that we do not have written questions. I think in the legal sense, we have a question which has to do with a buyback of shares, company shares, considering that this is done to the detriment of the long-term development. The share buyback program and operations that were made in this framework, as described in the Universal Registration Document of 2023, there's no secret. It is there published on our site.

And as they're available in this room, the objective of which was to ensure daily liquidity of the stock market prices, which is in the interest of all stockholders, shareholders, and to provide appropriate hedging for the performance shares to the benefit of staff in the group and corporate officers and general manager. So it avoids a dilution that would be generated, even if it would be moderate, by attributing performance shares, which conditioned upon performance criteria, the distribution of shares to the benefit. So this is not an aggressive policy of share buybacks. It's just to provide liquidity on the market and to avoid dilution linked to distribution of performance shares as authorized by the general meeting and updated by the board. That's what I wanted to say about that particular aspect. Now, what I suggest is that we respond to the questions.

Please let us know who you are. We will be passing around a microphone so that you may use the microphone to ask your questions. Please wait to get the microphone. Thank you. I'm an individual shareholder. First of all, congratulations. Thank you for your results. They're done. But you did what you could, certainly better than what others might have done. My question has to do with your investments in terms of the environment, with a future perspective on strong constraints that we'll be encountering about the climate. I raised these questions to your colleagues. My question has two aspects. What's the global envelope of investments that need to be done? How much is that going to cost us? The subsidiary question is, what measures are profitable?

Some friend from Vinci said it was, "We should have thought of it earlier because they're profitable." But the second two-thirds are profitable. And the third part, "We're doing that because we have to." So how much is it going to cost us? And can we have what's the breakdown between those three-thirds, basic ballpark figures? Every company receives these kinds of questions. So these are non-financial criteria and commitments linked to the energy transition. And it's an exercise that's imposed on all companies, especially industrial-type companies as ours. And that's asked to the board. So the answer is simple. You will find a discussion we're going to have in the transition plan, the climate transition plan, there's a page on that. So generally, Imerys today is investing every year between EUR 280 million and EUR 300 million regularly to manage mines and future aspects.

Up until 2023, we had invested between EUR 100 million additional to ramp up the capacity when you're building a new plant, synthetic for what we call ecological transition critical elements. So we're proposing EUR 25 million now. But we normally have a good level of capacity to manage the next 3 to 5 years. EUR 300 million will stay as kind of the basis for the future Imerys. What we considered to be today to succeed in reducing our carbon production by 42%, which we've committed to, we estimated between EUR 20 million and EUR 25 million would be required every year to reach that goal, to set up electrification, to change out fossil fuel, new technologies. That's the amount. So it's roughly 10% additional in what we invested every year. It's not a catastrophe, absolutely not. And I think it's important.

There's an important chart in this document that you can find in the room. Half of that amount is for projects to reduce greenhouse gas emissions. They're profitable. In other words, for EUR 1 invested, I'm going to save more than EUR 1, so at least half. So maybe it's going to take time to make that euro. Typically, we are restrictive in return on investment. We expect that we need it to be 3-5 years, we get it all back. But for these kinds of things, the return might be a bit longer. Half of those investments will be generating savings rather than costing money. Today, we have half. Is going to cost us more than EUR 1 to save EUR 1. But there's hope because what's simple and clear and economical, we're going to be doing it now.

The rest are going to—we're going to wait. We have six years to finish. Technologies will be improving. There will be more, and it's less expensive. And I think this curve will be a positive effect in the future. So we're not facing a wall, which says, "Reducing CO2 is going to hurt the company." No, that's not the case. We could perhaps add, if I may, there are constraints that Mr. Dazza just indicated. But there are markets which are generated through the energy transition. To cite a few, you have graphite and carbon in batteries, lithium, obviously, we're talking about, quartz, high-purity quartz that are used in solar panels and semiconductors, the lightening up of vehicles so that we replace a certain number of metals by plastic. But so that the characteristics of plastic are adequately resistant to shock, we include minerals in there.

So you have to look at what the basic image is. We have absolutely nothing to cry about other than our own convictions as citizens. As businesspeople, we have no reason to cry either. When you make investment decisions, obviously, we include that whole aspect of the ecology, the environment, and the effect that it'll have on the transition plan. There are many areas and many markets we have a very sustained growth rate that we are part of. We're contributing to that. Did we put you to sleep? We knock you out. I had the nice questions.

Speaker 10

Now, the last questions are for the director, François Dendeville, shareholder, individual. I have two questions concerning the EMILI project. Who's going to be deciding from a government side about yes or no to the project?

And the second question is, will RTE have a percentage in the project? RTE, that's the electrical network. The answer is no. The EMILI project is owned 100% by Imerys. We have several times mentioned that it was a very extensive project. We're going to be investing most likely more than EUR 1 billion in it. And for that reason, we consider that at the time we're launching this investment, we might invite partners in. But for the moment, that's not the case. It's 100% Imerys. RTE might be the preferred partner. What authorizations? Well, today, ongoing, we have a public inquiry. It's typically French, right? The state creates a commission managed by a chair who organizes public discussions over a period of four months. Upstream, you have to work in describing the project. You have to really put all the information about the project in that description.

That's published. The public inquiry started on the 13th of March. It concluded on the 7th of July. This commission meets twice a week. They have appointments as well, sort of general meetings to describe the project or specific meetings. We're talking about different batches, about the environment, about the final market, the products of other technology. In various countries and regions in France. We did in Vichy, in Paris, and all of the countries, Echassières, Montluçon, and a small presentation. Then there's two and a half hours of discussion where anybody can participate and ask questions, jump in, and express their opinions. All of that will be collected and transcribed with comments and advice that will be published at the end of the process. That's the obligation of Imerys to start the project, to consider that this is to improve the project.

This is advice. We don't necessarily have to follow the advice. But as is the case for all industrial projects, we have started to have building permits, operating permits, and so forth with all of the appropriate government organizations. So that's what's ahead of us at this point. Emmanuelle, for technical? It's an advisory. The technical consultation is for advice. It's a bit long, right? The process is a long process. Public debate takes 4 months. And it's mandatory. And we can't ask the next step is to build a pilot plant. It's about EUR 100 million-EUR 150 million of investment. It's a real plant that's going to be producing lithium. But to start the construction for we have to get a permit. You have to do that first. And you have to have that National Commission of the Public Debate up and running before you can do that plant.

Individual shareholder, I have a question about the lithium operation project in the Allier region in France. If I've understood this properly, it'll be an operation that's in a quarry. What's the interest of running lithium in a quarry? Whereas today in France, we have other people involved in this activity that can produce lithium salt investing in geothermal. So why don't we do that? I know it's not a quarry that starts from nothing in the Allier. It's already there, I think. But you have kaolin, right? That's where you get that from. But do you have any intention of perhaps producing lithium by investing in geothermics because the process would be cleaner? And then in terms of the Allier project, I have heard it said that the raw material would be transported from the Echassières to the plant by rail.

Speaker 11

Are you looking at a rail operator to do that? Because rail operators today refuse markets that are not profitable. So have you taken contract with rail operators about that? And if you have no rail operators, I imagine that you're going to have to transport them by road. And you're going to be losing some points from an environmental point of view. The second question, do you have partnerships with companies that are investing in geothermal, with Engie or Arverne, to exploit lithium while producing heat at the same time? So thank you. Several questions. First thing, nobody's produced lithium in France until now. There are projects in geothermal as well, starting from La Roche. But nobody is actually producing, at least on an industrial level. Nobody is producing lithium in France for the moment.

Extracting lithium in geothermal, and explain it quickly, it means pumping very deep water, 3 kilometers deep. It's very hot water. And that hot water often has lithium dissolved in it. In South America, half of the lithium worldwide is produced in salt flats. I'm sorry, in Argentina, in Chile, in Bolivia, in Peru, from deserts where the water is left on the ground over huge areas. And it evaporates. And we pick up the lithium. That's something that in Europe, we can't do. We don't have the sun. And we don't have the surface area. And we don't have that concentration of lithium in geothermal in Europe. It's one-tenth of what we would have in South America. For that reason, there's nobody producing lithium using this technology.

Those that tried to do it in Europe, and if we were able to do it, it would be clean, to filter the water and to filter out the lithium from the water. Many studies have been done. A lot of companies doing research. We have the German side. We have the French side of the Rhine River. But it's still something that's experimental. It's an incipient. Now, what about granite? Well, this is the other half of worldwide production, typically in Australia. And these are relatively well-known technologies and developed. Those that are using those, Imerys has an EMILI project in the Allier. In our particular mining activity for Imerys, the idea of geothermal is not an option. We don't have that. Secondly, we decided to invest in what we know well, which is this type of treatment of minerals.

So the situation is that way in Europe right now. The idea was to bring the mine down from 700 meters in altitude, is to concentrate minerals. You have to transport it for the final conversion. We decided to install that in Montluçon to avoid dozens and dozens of trucks per day going through the little towns. We are certainly going to be using rail. I'm sure we're going to be paid whatever price it takes to make the business profitable for our railway friends. Also, we're going to use rail to go to Montluçon. Certainly means certainly.

Thank you. Yeah, [crosstalk] clearly, we have talks going on at the moment with the SNCF, the French Railways, that they would be the natural partner.

Nobody said, "We won't carry your goods because it's not profitable." No, they're very interested in the future business with lots of volumes, regular business. I mean, every single day, there would be dedicated trains and so on. So on the contrary, people we're talking to are very interested in doing a deal with us on rail transportation. The chairman, well, if cars are to use diesel in the future, well, it'll solve the problem of lithium sourcing. So we're looking to EVs, of course. And I mean, if we get all of the lithium we need for Europe, if we get it all from China or somewhere else, I'm not sure it's a good idea to build up a sustainable business and make our national economy more independent. So we're lucky enough to have a deposit of lithium, at least one in France, in l'Allier département.

The additional piece of luck we have is that it happens to be below the quarrying of kaolin that's been quarried for 70 years already. So there are assets in that region. There are areas for storage that are available and so on. These deposits have a grade that's worthwhile. So there'll be some sterile material left as well as what we're going to take out. We won't be building mountains like the Vosges or the Alps down in the Allier département. Don't worry about that. The second thing is we decided to operate underground. That is, instead of doing it on the surface, we will be doing it underground. That will, by nature, massively reduce outside annoyances, disturbance, and so on.

We will refine and transport the material we will take from the subsurface and do initial screening and then transport those goods by rail. The cost for Imerys will be higher than if we decided to use open quarries. No, you don't do that anymore. You don't have open cast mines anymore like you had in the past. We don't do it these days that way. We've got to respect the environmental constraints and anticipate things. That's the way we want to do it, to meet the concerns of the local communities and so on. If nobody wants it, well, we'll see what we'll do with the lithium, whether it be England or wherever else. The conditions are conducive to pursue this project.

If the pilot project confirms that the capital expenditure is what we forecast it to be, as Alessandro said, we haven't got such an operation in France like that already. So we've got to overcome all the technical constraints. But I would say so far, so good. For the moment, it looks pretty good. But we haven't got to the end of our labor as yet. We have to have all of the certainty, economically speaking, business-wise, around this project before we will actually say, "Let's go for it." So it must be technically viable, in other words. And the pilot project, that represents quite a nice piece of investment, more than EUR 100 million, as Alessandro said, we're doing that first to sound out the feasibility of it all. So this is a bit more than our average amount of capital expenditure.

Patrick Kron
Chairman of the Board, Imerys S.A.

So will we need or would we be well advised to do it alone or go with a partner? We'll have to raise those questions. Would we have an industrial partner, have a kind of consortium that would guarantee that the risks are under control and that all the skills are available? Probably. But at this stage, no decision has been taken, of course. We're continuing to press forward. We're going it alone for the moment. So we have a deposit of lithium. That's the good news. It's usually you don't discover a deposit like that in a place where there's already kaolin being quarried. That's great news, good news. Let's go for it. Let's look into the feasibility and press forward. This is one of the nicer problems you can have, I would say.

But obviously, we're mindful of your legitimate questions to do with water, transportation, haulage of the products, and so on. Obviously, the public debate will be going on. They'll be going quite legitimately into all of the details, of course, in the public debate process here in France. And we'll see what permitting will be possible and so on. I would hope there won't be a showstopper, that it won't grind to a halt. It's a piece of luck for the country. It's a piece of luck for Europe. So we'll continue. I'd like to add, says Alessandro, that the project announced by Eramet with the city of Strasbourg to look into geothermal and generate power using it and then take lithium out of that process. The project talks about 5,000 metric tons per annum. Now, our EMILI project is quite substantial.

But it's only going to cover half of our needs here in France come 2030. So if we find a good technology to get the lithium out of geothermal, well and good too. Well, we'll need all of these processes to cover our future needs because the downstream industry people are investing. Look at the battery factories. Renault has invested a lot in EVs, in electric vehicles. But we need the raw materials to make those batteries. And we'll hopefully be building out our value chain here in France and have different sources of lithium available to meet our needs. Yes, sir. You may react, of course, if you like. Thank you. Thank you for all these explanations. I'd like to avail of the opportunity to say that I come from Vierzon, in the Cher département. I'm 41 years of age.

And for 40 years, I didn't know that Imerys was present 10 kilometers away from where I lived. I realized that you have kaolin in a quarry not far from where I live. Now, why did you use why did you go to the place you went to for lithium? I mean, there are opponents to this project that have said certain things. Now, if there's an existing site, there's a deposit under a quarry. I mean, what's wrong with what you're doing for the people in Allier? There are several places you've got kaolin in France. If there are issues down there, couldn't you move your project to another region of France where you might be more welcome? I mean, why are the opponents against you, is what I'm asking. Well, for 40 years, you didn't know that Imerys was working not far from where you lived.

Well, it shows that we weren't much of a nuisance around there. We weren't creating annoyance or pollution or anything in people's eyes if you didn't even know we were there. So, Alessandro, yes, the deposits of granite kaolin is there. And then we found granite underneath it containing lithium. It's not a choice. I mean, it happened to be there. So we didn't choose to find it. We just found it. So if you look around the mines we're involved in different parts of the world, we haven't found much lithium. We found some in the U.K., maybe in Thailand. But basically, in the main, there isn't much to be had in terms of lithium under kaolin. It doesn't happen often. So locally, there's a lot of support for the project, by the way. Especially the people from Allier département itself are very much in favor.

They see opportunities rather than problems there. There are probably pressure groups, ecological activists, maybe, not necessarily from the local region, who are against everything, essentially. Locally, we can see this when we have the public debates in the region down there. Basically, in the main, people are behind us. They are in favor of this project. The room for maneuver geographically is fairly limited, says the chairman. The deposit is where it is. The screening and the concentration and so on has to be done on the spot because you can't transport masses of product. You're going to take 1% out of a body of material of which 99% won't be used. So it'll be sterile. So we've got to do lots of things on the spot. But there is no point in going far away with 100% when you only need 1%.

So you have to do some processing locally. You need land. You need sites. You need power. You need water. There are certain constraints, of course. So on the basis of a debate with the local elected representatives, we've got to choose the right site for the refining. But the deposit is where it is. And the concentration job must be done on the spot, obviously, for the reasons I just mentioned. Is that all the questions? Nobody else with a question? Well, if there's no other question, then I'll give the floor to Emmanuelle, who will try and organize our poll because we did have those technical problems that we mentioned earlier. Emmanuelle, sorry. It's another lady taking the floor. We've got to take back your electronic voting boxes. The people who received an electronic voting box, please raise your hand.

We'll give you a paper ballot slip instead. So the people who already have an electronic voting box, please hand it back. Put up your hand so we can identify where you are. So you will be given a paper ballot slip instead. So we confirm that the quorum required for voting on the ordinary resolutions has been achieved. The definitive quorum is 82.02%. So we've achieved the quorum very nicely. Definitive quorum, 82.02%. So given the technical issues encountered concerning the electronic voting boxes, we told you what happened there. We will be replacing the electronic voting process by paper voting slips. Some people have received the paper voting slips when they signed into the meeting, when they registered. Now, you have received the ballot slips. You have a line for each of the resolutions you can vote for, against, or abstain each time for each resolution.

Three possibilities. We will vote on each resolution one at a time, I mean. I will read out the title of the resolution each time. I will open the poll. And then I'll try and be as precise as the electronic hourglass that we would have seen on the screen. It'll be 12 seconds for you to cast your vote. And then we will close the poll. But you won't be able to give us the results straight away and not in real time. "No, I won't," says Emmanuelle. Unfortunately, as the chairman said at the beginning of the session, the outcome of the poll will be available as of tomorrow on the website of the company. And obviously, following the session here today, our stewards and hostesses will be awaiting you outside the meeting room so as to collect your voting slips.

Alessandro Dazza
CEO, Imerys S.A.

Then we'll be able to count the votes. So we'll just wait for a minute. People are still giving back their electronic voting boxes. And they're receiving paper voting slips. And we will then organize the poll on the resolutions. So all of the voting slips have been handed over to the shareholders, including the ones who originally had an electronic voting box. So we will organize the poll. The first resolution is the approval of the company's management and statutory financial statements for the year ended December 31st, 2023. The poll is open now. The poll on the first resolution is now closed. Resolution number 2 is the approval of the consolidated financial statements for the year ended December 31st, 2023. Please cast your vote now. The poll is now completed.

Resolution number 3, the appropriation of profit and setting the dividend with respect to the year ended December 31st, 2023. Please cast your vote. Le vote est clos. The poll is now closed. Resolution number 4 is the statutory auditors' special report governed by Article L. 225-40 of the French Commercial Code. That's concerning related party agreements. Please cast your vote on Resolution 4. The poll is now closed. Resolution number 5 is the approval of the compensation policy for 2024 applicable to the chairman of the board of directors. The poll is now open. Next, Resolution number 6, approval of the compensation policy applicable to the chief executive officer with respect to the year ended December 31st, 2024. Please cast your votes now.

Then Resolution number 7, approval of the compensation policy applicable to members of the board of directors with respect to the year ended December 31st, 2024. Then Resolution number 8, approval of the information relating to the compensation of corporate officers with respect to the year ended December 31st, 2023, presented in Article L. 22-10-91 of the French Commercial Code. Please cast your votes. Thank you. Next is Resolution number 9, approval of the fixed variable and exceptional components of the total compensation of benefits paid or granted to the chairman of the board of directors with respect to the year ended December 31st, 2023. Now, the Resolution 10 about the reintegration of its CEO, Alessandro Dazza. The vote is open. Now, let's move on to Resolution 11 on the renewal of Patrick Kron's term of office as director. The vote is open.

Patrick Kron
Chairman of the Board, Imerys S.A.

Resolution 12 on the renewal of the term of office as director of Mr. Paris Kyriakopoulos. The vote is open. Resolution 13 on the appointment of Laurent Fèvre as director. The vote is open. Resolution 14 on the appointment of Deloitte and Associés as statutory auditors in charge of certifying sustainability information. The vote is open. Resolution 15 on the appointment of PricewaterhouseCoopers Audit as statutory auditors in charge of certifying sustainability information. The vote is open. 16th resolution on the buyback of the company's own shares. They say bye. Et pour terminer, la Resolution 17 sur. Resolution 17 on powers to carry out formalities. This is our last vote. The vote is open. Thank you. So sorry for the bit of suspense to have the result of your vote only tomorrow. Thank you. You have adopted this emergency measure.

Obviously, next year, we'll be in good shape with the right equipment and back to the usual method for voting. We've reached the end of the assembly. The resolutions will be available tomorrow and online on the internet site of our company. Ladies and gentlemen, there being no further business, we declare the meeting adjourned. There are some refreshments upstairs for the shareholders. I don't think there's any particular problem with the fridge. So we can keep discussing things up there.

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