Good afternoon, everyone. Before the beginning of this meeting, a few brief safety advice. If the alarm sounds, the lights turn on, the screens turn off, and you'll have a lighted way out and a message that will give you the way you go out. You go on the sides into the corridor, and we will be there to guide you so that you can reach the pharmacy which is behind—that is the meeting point—because we'll have to count you. Have a good General Assembly meeting.
Bienvenue à Ploemeur.
Welcome to.
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Hi, ladies and gentlemen, shareholders. I declare the session open. I'd like to inform you that, in accordance with the new legal requirements, the presentations will be filmed and broadcast on our website, and the meeting will also be available for viewing at a later date. With me today is Allesanro Dazza, who's the CEO; Sébastien Rouge, who's the CFO; Emmanuelle Vaudoyer, who's the Chief Legal Officer and Secretary of the Board of Directors; Annette Messemer, Chairwoman of the Appointments Committee and the Remuneration Committee, will also be joining us in a few moments to present the corporate government's information with respect to your meeting.
Also present in the room are members of the Board of Directors, as well as the candidates for the position of Director, whose appointment will be submitted to your vote, as well as Olivier Bossard, partner at Deloitte & Associates, Cédric Haaser and Pierre-Olivier—there he is—and Pierre-Olivier Etienne, partners at PricewaterhouseCoopers Audit, representing the Statutory Auditors' College. General meeting convened on first call is a combined general meeting. I would like to ask Emmanuelle Vaudoyer to report on the completion of all formalities relating to the convening and holding of this meeting. Emmanuelle, the floor is yours.
Hi, ladies and gentlemen.
I hereby confirm, in accordance with the law, the preliminary notice of meeting, which serves as the notice of convocation for the general meeting, setting out, in particular, the agenda, the draft resolutions to be submitted to the shareholders for approval, and the conditions for participation in voting at the general meeting, was published in the Bulletin des Annonces Légales on April 4th, 2025. The shareholders' meeting registered chairs were convened on the 23rd of April and by post April 28th, 2025. The notice of meeting was published on the website [Foreign language] on the 23rd of April, 2025. In addition, the documents and information required to be made available to shareholders in accordance with the provisions of the French commercial code have been posted on the company's website.
Shareholders were also given the opportunity to review the documents required by law prior to this meeting and within the legal time limits.
Thank you, Emmanuel. Subject to the usual verifications, the attendance list shows that the quorum of 1/5 and 1/4, i.e., the shares and extraordinary shares, have been reached since the provisional quorum stands around 92.5%. The scrutiny has been designated the two shareholders having the largest number of votes and accepting to assume these functions. Frédéric Vermersche, who's a representative of Belgium Securities SARL, and Paris Kyriacopoulos, who's a representative of Blue Crest Holding SA, are here, and I thank them for their presence and to have accepted these functions.
I suggest that Emmanuelle Vaudoyer be appointed Secretary of the meeting, and as usual, and in order to allow more time for the presentation of your group's activities and results, as well as the presentation of the results in terms of sustainable development, the various reports required by law will not be read out, as these are reproduced in full in the 2024 Universal Registration Document filed with the Autorité des Marchés Financiers on the 26th of March last, and they are more than 500 pages. Copies of the 2024 Universal Registration Document and the Biodiversity Report have been made available to shareholders in the meeting room. Everything has been done to satisfy your curiosity. In addition, a question-and-answer session with the shareholders present is scheduled at the end of the meeting.
You have voting devices that will be made available to you, and we will explain how to use them before proceeding to the vote on the resolutions. We will get back to the way you use the devices in due time. As a preliminary remark, I would like to share with you the opinion issued by the CSE on the group's economic and financial situation and the Statutory Auditors, which they have done and which I would like to share with you. We can either read it or you can discover it on the website of the company, but since it is quite short, I will give a reading if you are willing to. The CSE pronounces in the following terms. First of all, on the economic situation and financial situation of the elected, issued a favorable opinion with some reserves and authorizations. The results are correct. I am not speaking they are.
In the economic and geopolitical context, which is difficult, but the elected officials draw the attention to the weakness in organic growth, which has already been underlined in the previous opinion. There has been growth in 2024 without gettichambrionng back to the level of 2022, and the price effect is almost nonexistent. Points: Imerys has a solid financial performance. It was published in July 2024. The third point: the amount of investments has been stable in the lithium market. We've devoted to reinforce our business around diatomite with [Chambérion], which intervened at the end of the year. About the innovation, there's no reduction in expenditures, but we are working into the weight and volume terms of the new products.
We encourage the management to maintain the effort to develop new added value products, to pursue acquisitions, to get back to a growth rate in the economic context, which is difficult in the world. We salute the good financial management and the flexibility. There has been a strong reduction in staffing in the group without any significant growth in the transfer of staff to Imerys Service, for a subject which is totally not clear so far. On the roadmap concerning sustainable development, the CSR have issued a favorable opinion, particularly the group is on the proper way to reach the objectives by 2025 in its roadmap in sustainable development. There are two indicators that slightly downed the biodiversity and inclusion and are below the intermediate objective about the requirements in terms of water.
Another point raised by the report was environmental actions taken by Imerys show a real will to reduce the carbon footprint of the group, and they are holding those objectives that have been set for the first year of implementing the CSRD, which is the European form of reporting on sustainable development issues. 68% fully of those requirements that were mandatory have been published, and we have a certain amount of time to reach the 100%. The main noting rating agencies noted the positive ESG performance of the group. Thank you for that positive opinion. There are some comments that could be open to discussion, as is always the case, but we did take due notice, and we will provide the appropriate responses in due time.
Ladies and gentlemen, I suggest that we move forward with the presentation of the events of note in 2024, which can only be done by our General Manager, and for the purpose, I will hand over to Allesanro Dazza.
Thank you, President. Hi, everyone. I'd like to wish you welcome to this general assembly. We will be going back over 2024 with Sébastien Rouge, who's our Financial Director, and we'll go over the results of the company. I'd like to start by sharing with you some events of note in 2024. Now, Imerys produced a very solid performance marked by organic growth in sales, an increase in adjusted EBITDA, and in margin brought forward by a pickup in volume. Sales reached EUR 3.6 billion or organic growth of 1%. The organic growth in the fourth quarter was 3.5%, marking in this way the third consecutive quarter of improvement.
This performance reflects a continuous increase in volume stimulated by additional industrial capacity and CapEx, not only new products, but increased market share. Imerys logged an adjusted EBITDA for the full year of EUR 675 million, or a growth of 10.4% compared to the previous year like- for- like, in compliance with our forecasts. We should note the good performance in the fourth quarter of 2024, standing at 11.6% like- for- like with respect to the fourth quarter of 2023. The group generated free cash flow operationally of substantial EUR 66 million prior to strategic investments, EUR 36 million after. The financial structure of Imerys remains solid and robust, and its investment grade rating was confirmed by ratings agencies of Standard & Poor's and Moody's. To conclude, Imerys is offering the shareholders a payout of attractive stature.
The board proposes an increase of 7.4% in the dividend, standing at EUR 1.45 per share compared to EUR 1.35 paid in 2024.
Now, on this slide, we're focusing a bit more on Imerys's performance regarding sales. The revenue figure for the fourth quarter was very sound, with organic growth of 3.5% compared to the previous year. That was very similar to what we saw in Q3. It's the third quarter running where we've seen organic growth. This performance is the fruit of the excellent work put in, in particular, by the Performance Minerals teams, that's in the U.S. and in Europe, and also a substantial increase in the business volumes in Graphite & Carbon. The prices in Q4 also confirmed that they were in good kilt. That was triggered in Q3, and for the full year, the prices are almost flat compared with the previous year.
Let's now comment on the performance of your company in terms of the adjusted EBITDA for the full year of 2024. On the left-hand side, you see we've highlighted the substantial improvement of the adjusted EBITDA margin. This reached 18.7%. That's an upswing of 110 basis points compared with the previous year. This improvement is due to a pickup in volumes, also discipline in terms of selling prices and cost control. Thanks to substantial savings actions undertaken, our costs have actually gone down quite a bit from one year to the next. In parallel, the adjusted EBITDA progressed by 10.4% on a like-for-like basis compared with the previous year. Now, if we look at the trend in prices and costs for the fourth quarter and for the full year, the graph on the right illustrates the capability of Imerys to adjust its selling prices to cost inflation.
During the first nine months of 2024, the price-cost equilibrium was positive, in spite of a few price concessions that were extended to clients in the first half of the year. In Q4, although the cost situation was not as favorable in terms of increase then, we nonetheless managed to put across some price increases, and that is clearly one of the major strengths of Imerys. Let's now focus on the strategic highlights of the last year. We were satisfied to be able to announce the acquisition at the start of 2025 of the European diatomite and perlite businesses belonging to Chemviron. This is a fine business which supplements our European footprint already in these spheres of diatomite and perlite.
This acquisition enlarges our portfolio of products for filtration and life sciences so as to better serve customers on the markets which are food, beverages, filtration, and the pharmaceutical industry as well. Concerning talc in the United States, on the 5th of January 2025, more than 90% of the voting parties accepted the reorganization plan. Imerys looked upon this as being a favorable development, a positive development, even though there are still some steps to go through before the North American talc entities close out this Chapter 11 process, as it is called, as we have detailed out in this slide. The 22nd of April process is still underway, the one that started on the 22nd of April. Now, our lithium projects are progressing as per our plan.
Concerning the EMILI project, we've completed the preliminary feasibility study, and we're now starting to work on the definitive, the DFS, the definitive feasibility study, whilst finalizing anything we need to do for the construction of the industrial pilot plant, in particular, the permitting process. On the 25th of March last, this project was recognized as being a strategic project by the European Union. In the U.K., Imerys British Lithium, we've lagged a bit behind our timelines, but we acquired the remaining 20% of the interest that we did not own up to now, and we've pursued the work we've been doing on the characterization, the description of the deposit, and the pre-feasibility study. Concerning sustainable development, I'll address that topic in more detail in a later point. On this slide and the following one, I'd like to illustrate how I consider Imerys's overperformance on its end markets in 2024.
Firstly, the new production lines that were recently commissioned have already contributed to the tune of EUR 50 million to the revenues generated by the group in 2024. Firstly, the Jade plant based in China producing high-grade talc used for lightening polymers for the automotive industry, EUR 4 million worth of revenues generated in the second half of 2024, but EUR 30 million are forecast when it reaches full capacity. In Willebroek in Belgium, producing conductive additives for batteries, line three was commissioned in the middle of 2023, and it generated EUR 31 million worth of sales in 2024, reaching in the space of one year one half of its full capacity. At the end of the year, we commissioned line four as well.
Finally, in Vizag in India, producing specialty binding agents serving the local market for refractories and construction, EUR 14 million worth of revenues were generated in 2024, and EUR 25 million are slated at full capacity. The second lever concerns innovative products. I will not comment in detail on these examples of innovation here and how they generated EUR 40 million worth of sales in 2024, and it will be substantially more in the future. What we should underline here is that we are availing of our expertise in natural minerals so as to help our clients to do without oil-based minerals in the future. This strategy is quite in line with the global trends in this regard, positioning Imerys, therefore, in the forefront of sustainable industrial solutions. Sébastien Rouge is our CFO, and he will now take the floor to go into the details of our financials.
Thank you, Allesanro. Good afternoon, everybody. If you don't mind, I'll hark back to the key financial metrics for 2024, starting off with the revenue figure. To start off, the divestment of the assets serving the paper market was finalized at the start of July 2024. It's important to bear that in mind because it shouldn't eclipse the good performance of the underlying business operations of Imerys. The scope effect on sales, EUR -182 million, is mainly connected with the assets I've just mentioned that serve the paper market that we divested. You'll note an upswing in volumes, a continued upswing up by 1.1% for the full year and + 2.1% in Q4. Selling prices continue to become more normal after two years of high inflation.
As we had forecast, prices were positive in the last few quarters of 2024 and were more or less flat for the full year. Overall, the revenue figure reached EUR 3.6 billion for 2024 and posted positive organic growth of +1%. If we review the profitability of the group as a whole next, for 2024, we see that adjusted EBITDA reached EUR 675 million. That's quite in line with the forecast we had provided, the guidance we had provided last July. That's an increase of 1.2% compared to the previous year. If we exclude the scope effects and the forex effects, the adjusted EBITDA went up by 11.4% compared with 2023. The adjusted EBITDA margin reached 18.7%, showing a substantial improvement of 110 basis points compared with 2023, driven by operational gearing that was stronger and a higher contribution from the net income figures of the joint ventures.
Now, if we have a look at the other components of our P&L for 2024, we see that the current operating income improved by 8%, reaching EUR 394 million. That's 10.9% of the revenue figure, thanks to the improvement of the adjusted EBITDA and amortization costs and provisions that were at a lesser level than the previous year. We had a tax burden that was more or less similar to 2023. In spite of financial charges that were higher, the current net income of continuing activity stood at EUR 262 million. That's up by 8.2% compared with 2023. The other net OpEx represented EUR -357 million. That is a figure that stems mainly from the currency translation reserve associated with the assets servicing the paper market that we divested in July 2024.
This is a translation reserve that was largely connected with the devaluation of the Brazilian currency, the Real, since the acquisition of these assets several decades ago. I would just like to remind you that when we closed the transaction, this translation reserve was recycled in the P&L as other income and expenses in line with the applicable IFRS standards. We should also recall that this accounting entry of EUR 302 million had no impact on the cash position of the group. Even if it brought down the net income figure, it had no effect on the equity of the group. How were these different components reflected in the Imerys balance sheet? The net debt at the end of the year reached a figure of EUR 1.275 billion, with an operational free cash flow of EUR 136 million in 2024.
There were two specific subjects that we should flag up for 2024. Firstly, we contributed to the tune of EUR 56 million to our pension plans in the United Kingdom and the United States, a positive impact on our balance sheet, therefore, for the coming years. This amount is included in the EUR 80 million worth of financial expenses paid. Secondly, Imerys recorded a substantial negative forex impact, EUR 36 million, mainly attributable to the U.S. dollar. As a whole, the amount of the net debt remains pretty contained at 1.9 x the adjusted EBITDA figure, reflecting the sound financial structure of the group. At this point, I'll give the floor back to Allesanro Dazza for the information concerning Q1 of 2025.
Thank you, Sébastien. A few words about the results for Q1 of 2025 that we disclosed on the 28th of April last. Firstly, the salient figures.
The revenue figure for the first quarter of 2025 stands at EUR 871 million, up by 0.7% on a like-for-like basis compared with Q1 of 2024. This is the fourth quarter running now, where we've posted organic growth, and this performance was achieved in spite of an uncertain environment and weak industrial markets, especially in Europe. The adjusted EBITDA for the period stands at EUR 128 million, availing of an increased contribution from the Performance Minerals businesses and Graphite & Carbon, as we saw at the end of last year already. It also reflects a deterioration of the contribution of the joint ventures compared with an exceptional performance put in in Q1 in 2024. We'll go into details on that a bit later on. Finally, Imerys reasserted its continuing commitment in favor of sustainable development via substantially important actions.
Firstly, the publication of its very first Biodiversity Report that I'll go into a bit later on, and also the signature of an important green power purchasing contract in the United States. On this slide, we're looking more particularly at the commercial performances of the company. In the first quarter, Imerys achieved a revenue figure of EUR 871 million, organic growth of 0.7% compared with the previous year. The volume of sales of the group went down a little bit, impacted by the ongoing weakness of the construction sector and the substantial slowing down of the industrial and automotive markets, especially in Europe. Partly offset by the stability of demand when it comes to consumer goods and also by a strong growth in sales of EVs, electric vehicles, where we have indeed very strong positions.
Prices were up 1.4% year on year in the first quarter of 2025, in line with expectations. The first quarter of 2025 sales include, as was the case last year, a negative perimeter effect of EUR 68 million, mainly due to the disposal of assets serving the paper market effective in July of 2024. In this slide, this is an illustration of the robust nature of the economic model of Imerys. On the left hand, you have the assessment of the EBITDA adjusted from one year to the next, excluding the scope effect, mainly attributable to the disposal of assets serving the paper market and the deterioration in the contribution from joint ventures compared with our quartz activity in Norway. Adjusted EBITDA increased by 4.3% year- on- year.
On the right hand side, the balance between prices and costs underlines once again Imerys's agility in reacting quickly to inflationary or deflationary market trends, but also its strength in keeping this balance always positive. As a result, even modest cost increases were passed on to customers in order to preserve Imerys's profitability. Now, let's move on to sustainable development. As the world leader in specialty minerals, Imerys operates more than 70 quarries worldwide and mines and processes more than 20 different minerals at more than 150 industrial sites. Sustainable development at Imerys is at the very heart of the group's strategy. Our ambitions in this area are in line with the United Nations SDGs, Sustainable Development Goals, which are translated into a three-year sustainable development program, which I'm going to be showing you in a few minutes.
This sustainability program focuses on three key areas: empowering our teams, building the future with our customers, and preserving our planet. It is also based on six priorities, which you can see outlined on this slide. These priorities are aligned with the expectations of our shareholders and translated to medium-term objectives, which we communicate each year in our sustainability report. Our performance in sustainable development continues to progress and to progress in 2024. Last year saw a significant improvement in our key sustainability indicators. Here you can see a selection of these performance indicators for 2024, which show that we are well on the way to achieving our medium-term objectives with a 28% reduction in Scope 1 and Scope 2 greenhouse gases by the end of 2024 and 28% at the end of 2024, in line with our target of 42% reduction by 2030.
I would like to remind you that all of these indications and targets are detailed in Chapter 3 of the group's Universal 2024 registration document, which is, of course, available on our website, and a few examples, copies are available today for your consultation. I'd also like to indicate that this year our teams have made a considerable effort to produce a sustainability report in line with the requirements of the CSRD, the new European Directive on Extra Financial Reporting, which is quite complicated. These efforts in transparency, combined with the continuous improvement of our indicators, have enabled us to significantly improve our ESG ratings in 2024. As you can see here, we enjoy top-ranking scores amongst the main rating agencies specializing in sustainable development.
In 2024, we improved most of our ratings, in particular the CDP Climate Survey, in which we were awarded an A rating for the first time. We are particularly proud of this rating, given that only 2% of the companies assessed by CDP actually achieve this score. In particular, this rating rewards the quality of our roadmap and our progress in the fight against climate change, as detailed on the next slide. Since 2024, we have set ambitious emission reduction targets aligned with the 1.5 trajectory and validated by the SBTi. That's a ratings reference. The group committed to reducing scope one and scope two CO2 emissions by 42% in absolute terms and its scope three emissions by 25% by 2030, with 2021 being the reference year.
We also published in detail these commitments in our 2024 climate transition plan, which shows the group plans to invest on an average between EUR 20 million and EUR 25 million a year to finance these different decarbonization levers. By the end of 2024, we had reduced our Scope 1 and Scope 2 emissions by 28% compared to 2021 and Scope 3 emissions by 15%. These results are therefore well in line with the 2030 targets to which we have committed ourselves, as we saw in the previous slide. To conclude, in terms of biodiversity, which is a major issue for a group such as ours, which operates more than 70 quarries worldwide, we have made significant progress. I'm pleased to announce that we have just published our first Biodiversity Report in March 2025, which can be downloaded from the group's website.
There are a few copies here today if you'd like to peruse them at your leisure. Following the example of our climate transition plan, this report details not only our commitments and progress to 2024, but also our action plans to mitigate or remediate the potential impact of our activities on biodiversity. Thank you, and I will now hand over to the Chair. Thank you.
Thank you, Allesanro, for this detailed presentation. We are available to you to respond to any questions you may have. I'd like to deal with another topic, which generally has generated quite a bit of interest, is dividends. The Board proposes to pay a dividend of EUR 1.45 per share, as was indicated earlier. We also have the historical sequence of the distribution policy, which is followed by the last few years.
You will see that this proposal bears witness and translates the confidence that the board has in the fundamentals in the group's strategy. In terms of EUR 1.45, it is an attractive yield for shareholders. To comply with the best practices in the group, I'd like to ask Emmanuelle Vaudoyer to please summarize for you the resolutions we're asking you to present during this assembly.
Thank you, Mr. Chair. The general assembly combined is going to be dealing with the agenda you see on the screen. I'd like to indicate that no requirement for inscription on the agenda has been formulated by shareholders, so the resolutions that are subject to vote today that are going to be presented to you were actually produced in the Universal Registration Document and in the convening notice.
The first and second resolutions have to do with the approval by management and parent company, the financial statements for the year ended December 31st, 2024. The approval of the consolidated financial statements and the attribution of the results. The board suggests that we issue a dividend of EUR 1.45 per share. With respect to the fourth resolution, we are asking you to vote on the special auditor's report prepared by the company. The board, in its session of the 20th of February, examined all of the agreements and observed that no regulated agreement was signed during this year, that an agreement was authorized by the board in December 2024 and was signed in February 2025. The details appear on the screen. The board also noted that no regulated agreements were entered into during a previous financial year and already approved by the shareholders' meeting continued in 2024.
We're going now to proceed to the presentation of the results to corporate governance and, in particular, remuneration. We'd like to remind you that all information relative to the 2025 remuneration policies for corporate officers and information relating to any remuneration paid or awarded in 2024 is included in Chapters 4 and Chapter 8 of the company's 2024 Universal Registration Document. There are about 100 pages here. I'm going to invite Mrs. Messemer, who's Chairwoman of the Nominations and Compensation Committees, to join us to provide details on the resolutions relating to corporate governance.
First of all, hello from me.
The fourth to seventh resolutions, and in accordance with the legal provisions relating to ex-ante voting, i.e., voting in advance, you are asked to vote on the compensation policies for the company's corporate officers for 2025, as determined by the board of directors on February 20th, 2025, following the recommendations of the compensation committee, following the constructive dialogue conducted during the first governance roadshow organized in December 2024 and January 2025 at the initiative of the nomination committee with the Chairman of the Board of Directors, the group's Chief Legal Officer, and the investment relations department. The board of directors wished to submit certain adjustments to the 2025 compensation policies. These adjustments take into account the main recommendations aiming to enhance transparency and align remuneration policies with shareholder expectations.
These changes proposed this year relate in particular to the capping at two years of non-competition and severance payments that may be paid to the CEO, limiting to six months the amount of compensation that would be paid in the event of the application of the non-competition clause and the duration of such clause, establishing guidelines for the granting of and capping the amount of any exceptional compensation that may be paid to the CEO, and the framework for any indemnity for taking up office that may be granted to a future CEO. These amendments have been set out in the Universal Registration Document. As in the past, the components of the remuneration policies for 2025 are presented to you in the summary form.
Under the fifth resolution, the fifth resolution relative to the Chairman of your Board, Patrick Kron, his compensation includes only a fixed annual gross compensation, which remains unchanged since 2022, standing at EUR 400,000. Under the sixth resolution, the 2025 compensation policy for the CEO would include the following main components: a fixed annual compensation of EUR 920,000, unchanged since 2023, annual variable remuneration based on the achievement of quantifiable criteria linked to the group's financial and ESG performance, as well as the achievement of personal criteria as described on the screen. The quantifiable criteria related to the group's financial performance include adjusted EBITDA and free operating cash flow. These criteria are weighted at 65% of variable compensation. The expected level of achievement is linked to the 2025 budget targets.
The quantifiable criteria relating to the group's ESG performance are unchanged from 2024, with the exception of the criterion relating to the fight against global warming, which is now currently expressed as a percentage reduction, whereas previously it was expressed in kilotons. These ESG criteria and the associated targets are fully aligned with the group's sustainability ESG roadmap, as presented by our General Director. These criteria amount to 15% of variable compensation. In addition, the personal criteria aim, amongst other things, the finalization of the settlement of the situation related to Chapter 11 proceedings of the group's former North American talc entities, evaluate the group's strategic options, pursue organic growth, and continue to develop the energy transition solutions business line. These criteria account for 20% of variable compensation. Lastly, it should be noted that this annual variable compensation is capped at 165% of the CEO's annual fixed compensation.
The CEO's compensation also includes the award of 85,000 performance shares, identical to the award made in 2024. This long-term remuneration is fully subject to attendance and performance conditions based on the group's financial performance and the group's financial performance in ESG. These conditions are set in line with the relevant budgetary and ESG objectives. In 2025, the ESG targets are set out in the roadmap for sustained agility. In addition, the CEO compensation includes the adjustments indicated above. The subject of the seventh resolution, the 2025 compensation policy for members of the board, proposes a change in the distribution scale while keeping the maximum amount allocated to the compensation of the members unchanged. In order, indeed, to continue to recruit high-quality independent directors, a benchmark study was conducted to ensure that their remuneration is in line with market practices.
That study, confirmed by an outside consultant, revealed that remuneration should be marginally increased to bring it in line with the median of the panel used by Imerys. We propose to increase the fixed share for members of the board to EUR 20,000, to increase the variable portion for members of the nominations and compensation committee to EUR 3,500. Under the eighth resolution, you are asked to vote on the remuneration report intended to provide you with clear and detailed information on all remuneration and benefits of any kind and various items relating to their office for the past financial year for each of the corporate officers.
Under the ninth and tenth resolutions, you are also asked to vote on the remuneration paid or awarded in 2024 to each of the executive corporate officers, that is, to your Chairman of the Board and the company awarded and paid in 2024 a fixed gross annual remuneration of EUR 400,000. For your Chief Executive Officer, the company awarded and paid in 2024 a fixed annual gross remuneration of EUR 920,000 paid in 2024 for the 2023 financial year following approval by the shareholders' meeting of May the 14th, 2024, variable annual compensation of EUR 946,849 and awarded in 2025 for the 2024 financial year variable annual compensation of EUR 1,147,862. That corresponds to approximately 113.4% of the target annual variable compensation for 2024, and this amount will be paid subject to the approval of this resolution by this meeting here today.
Your Chief Executive Officer's 2024 compensation also includes, by the way, an allocation of 85,000 performance shares entirely subject to performance conditions, as well as benefits in kind, which represent a book value of EUR 74,970. The following resolutions concern the composition of the Board of Directors. It is proposed in the 11th and 12th resolutions that the terms of office of Mr. Ian Gallienne and Ms. Lucile Ribot, expiring at the end of this meeting, should be renewed, therefore. Furthermore, as Bernard Delpit and Laurent Raets have expressed their wish not to seek renewal of their terms of office, it is proposed in the 13th and 14th resolutions that you should appoint, on the recommendation of GBL Group Bruxelles Lambert, Mr. Nicolas Gheysens and Mr. Martin Doyen as directors for a term of three years.
Professional information has been made available to shareholders on the company's website, and the biographies are displayed on the screen. Mr. Nicolas Gheysens and Mr. Martin Doyen are fully qualified to make a significant contribution to the board, and we look forward to welcoming them if you vote in favor of their appointment. I'd like to invite Mr. Nicolas Gheysens and then Mr. Martin Doyen to kindly introduce themselves.
Hello, my name is Nicolas Gheysens. As you can see here, I joined GBL's teams as a partner five years ago. Before that, my career experience was finance and investment, and I was in the KKR group, actually, in that respect for more than 15 years.
Hello, my name is Martin Doyen. I joined GBL 10 years ago, the investment team, and now I have a post as director within the investment team.
Before that, I provided consultancy services in terms of M&A, mergers, and acquisitions.
Patrick, the floor is back to you.
Thank you, says Mr. Kron.
Thank you, Annette. What I'd like to do is, on behalf of myself and the board, I'd like to also thank Mr. Bernard Delpit and Mr. Laurent Raetz, who contributed to the group's development during their years of service on the board and its committees. A big thank you to both of you, particularly the Strategy and Sustainable Development Committee and the Audit Committee. I would also like to welcome Nicolas and Martin, and I'm sure that your past experience will indeed be of great help and support to us in the board to take the right decisions going forward in the coming few years.
Also, I would like to salute the work put in by Annette, Annette Messemer, who did a fantastic job within the two committees.
Very rigorously, I was going to say Germanic rigor, but, anyway. That is because of my accent, says Annette.
No, it is just the great rigor, the great tradition that prevailed in the proceedings in these two committees.
Thank you, says Ms. Messemer.
Subject to acceptance of these resolutions, the independence ratio of the board would be maintained at 60%. That is a percentage that is greater than the recommendations for a company with a controlling shareholder. The number of females, of women, in the board would be maintained then at 40%. That would be in line with the enforceable regulations. Thank you for your patience. I went through a lot of technical details.
Thank you for your attention, and I'll give the floor back to Emmanuelle.
Thank you once again, Annette, says Mr. Kron. Thank you for the work you've been doing. If these proposals are accepted by the meeting here today, we will be fully in line with the Afep- Medef code's recommendations, and that's our reference code, of course. Thank you once again, Annette, and I'll give the floor now to Emmanuel.
Thank you, says Emmanuelle. I'll continue with resolution number 15, which, as usual, concerns the re-election for a new term of office, or at least renewal for a new period of 18 months of the authorization for the company to buy back its own shares, share buyback program, the details of which feature on this screen here.
The maximum number of shares that may be acquired under this program has been set at 10% of the total number of shares outstanding on the 1st of January 2025, or 5% in the case of shares acquired by the company for the purpose of holding them and subsequently using them as consideration or an exchange in the merger, spinoff, or contribution. The maximum purchase price for these shares has been set at EUR 85. This resolution provides that the board of directors may not exercise this authorization during any period in which a public offering is being made for the company's securities. The 25th resolution authorizes your board under the same conditions as the authorization currently enforced to cancel all or part of the shares held by the company up to a limit of 10% of its share capital per 24-month period. That concerns treasury shares, of course.
The chart on the screen now shows you the main features of these authorizations. These authorizations and delegations are renewed under conditions similar to those approved in 2023. The 16th and 17th resolutions then seek authorization to increase the share capital on one or more occasions with or without preferential subscription rights up to a maximum nominal amount of EUR 75 million and EUR 15 million, respectively. The 18th resolution provides for the possibility of carrying out capital increases in favor of qualified investors or a restricted circle of investors with the removal, the waiver of preferential subscription rights, and the maximum amount here authorized is set at 10% of share capital per year.
The 19th resolution aims at increasing the number of securities to be issued in the event of oversubscription in connection with the capital increases with or without preferential subscription rights that have just been presented to you. The 20th resolution grants the board of directors all powers to carry out capital increases in order to remunerate contributions in kind made to the company and consisting of equity, securities, or securities giving access to equity within the limit provided by law of 10% of the company's capital. The 21st resolution provides for the possibility for the board of directors to carry out one or more capital increases by incorporating premiums, profits, or any other available reserves up to a nominal amount of EUR 75 million.
A global ceiling on all capital increases with or without preferential subscription rights that may result from the use of all these delegations is set by the 22nd resolution at EUR 75 million, representing 44% of the existing share capital. In addition, the 22nd resolution also provides, therefore, for a common overall sub-ceiling for all capital increases that may be carried out with the cancellation of preferential subscription rights of EUR 15 million, representing approximately 9% of the existing share capital. Finally, the total nominal amount of securities that may give access immediately or in the future to the company's share capital amounts to EUR 1 billion. We would like to point out, of course, that all of these resolutions exclude the possibility for the Board of Directors to make use of these financial delegations during any public offering of the company's securities.
Now we'll talk about resolution number 23. This concerns the renewal under these same conditions of the delegation of authority to carry out capital increases reserved for group employees who subscribe to a company savings plan or a group savings plan and who also meet any other conditions imposed by the board of directors. The ceiling for this authorization is set at 3% of the share capital, and it's common to the 24th resolution and is deducted from the overall ceilings provided for in the previous resolution. Under the terms of the 24th resolution, you're asked to vote on the renewal of a specific authorization granted to the board of directors to allocate performance shares to certain employees and corporate officers of the group. The terms and conditions of allocation provided for in these new authorizations are identical to those currently enforced and impose mandatory performance criteria.
The 26th resolution provides for the amendment of Article 15 of the company's Articles of Association relating to the functioning of the board of directors following the enactment of the attractiveness law, as we mentioned earlier. These proposed amendments relate to the possibility for the board to take all its decisions by video conference, written consultation, and correspondence. Finally, the 27th and last resolution is intended, as usual, to grant the powers necessary to complete the legal formalities following this meeting.
Thank you. Thank you, Emmanuel. I would now like to invite Olivier Bossard, a partner in Deloitte and partners. He has the immense responsibility to speak on behalf of our joint auditors here today to present all of their general and special reports issued in respect of fiscal 2024. The floor is yours, Mr. Bossard.
Thank you, Mr. Chairman, dear shareholders.
On behalf of the joint auditors, I would like to render an account to you of the fulfillment of our assignment in respect of financial 2024. We issue different reports in order to enable you to exercise your judgment, your appraisal during the voting process for the resolutions. Our reports in respect of the ordinary general meeting concern the related party agreements and the accounts, and those in respect of the extraordinary general meeting are required by law in the context of capital-related transactions of the company. Also, and it's not the focus of any corresponding resolution that would be put to the vote today, we also issued a report in which we certify information concerning sustainable development. I propose that I shouldn't go through exhaustively all of our reports, but just focus on the salient points of them and the conditions relating thereto.
Now, as to the ordinary general assembly, with the group's consolidated accounts and the annual accounts from Imerys S.A. on the 31st of December 2024, we have on page 426 - 430 and 431 - 434 Universal Registration Documents that are available to you. Our work consisted in providing the reasonable assurance that the accounts that are presented are sincere, by verifying the absence of any significant errors, regulatory accounting principles applied, the correct provisioning of risk, and the respect of texts and laws in force. For this purpose, we used audit work in the main affiliates of the group throughout the world. Our approach and our diligence was adapted to the organization of Imerys and its specific nature and the risks identified on the basis of quantitative and qualitative terms.
We have worked on the accounts and the internal processes, and we've worked on current items and particular items, especially for sale of assets in the paper business. Our report on consolidated accounts draws three points that were significant in the financial statements that are requiring particular attention on our part. For these items, we have examined the main judgments underlying their measurement. We ensured that there were no significant misstatements and verified that adequate information was provided in the notes to the financial statements. The first concerns the measurement of the recoverable amount of goodwill, EUR 1.9 billion, or 28% of the balance sheet. The second relates to the measurement of provisions for the dismantling of industrial sites, rehabilitation of mining sites. And the last relates to the measurement of the financial impact of litigation related to the talc dispute.
Without questioning the opinions expressed below, we draw your attention to note 2.2, voluntary changes in the notes to the consolidated financial statements, which explains the change in presentation of the interest paid, which is now presented in the consolidated net cash flow statement relating to financial activity, but no longer on operating activities. With respect to the annual financial statements of Imerys S.A., we have selected the valuation of equity investments recorded in the balance sheet, EUR 4.6 billion, or 75% of the balance sheet, as a key audit focus. Without qualifying the opinions expressed below, we draw your attention to the note of the accounting principles and methods in the notes to the annual financial statements, which explains the change in the accounting policy initiated by the company relating to the measurement of retirement benefits and its impact on the financial statement.
We also sought to verify the accuracy of the management report presented by your Board of Directors, the accounting and financial information contained therein, the information relating to the remuneration and benefits paid to corporate officers, and lastly, the information relating to corporate governance. All of our work and detailed conclusions were shared regularly with your group's Audit Committee and Board of Directors. In summary, having the necessary resources to fulfill our commitment to you, we have issued an unqualified opinion on both the parent company's annual financial statements and the consolidated financial statements of the group. Also, as part of the ordinary session of your general meeting, we have issued another report on the regulated agreements. It can be on page 435 of the Universal Registration Document.
In the first part of this report, we indicate that we have not been notified of any new agreements to be submitted to your approval. In the second part of the report, we note that an amendment to the agreement to acquire the S&B group was signed in February 2025 and that this amendment had been approved in advance by your Board of Directors in December 2024. We have also issued various reports relating to the extraordinary general meeting, which are included on page 475-479 of the universal registration document provided to you. These reports concern authorizations or delegations of authority to be granted to your Board of Directors in order to carry out a certain number of transactions relating to your company's share capital.
We have no comments to make on the information provided by the board of directors' report, given that the proposed transaction complies with the conditions laid down by law and that all of the information required to enable you to assess the cancellation of your preferential subscription rights has been brought to your attention. Lastly, for the first time this year, we have issued a sustainability information certification report. This report is included on pages 227 - 220 of the Universal Registration Document.
Our work consisted of providing you with limited assurance on three specific areas: the compliance of the process implemented by your group to determine the sustainability information to be disclosed in accordance with European sustainability reporting standards, the ESRS, and the compliance with the ESRS of the disclosure of this information in the management report, and finally, the compliance with the disclosure requirements relating to taxonomy provided for Article 8 of Regulation EU 2020-852. Based on our review, we have not identified any material errors, omissions, or inconsistencies relating to these three topics described above. However, without calling this into question, we draw your attention to the information in the uncertainties and limitations paragraph in Section 1.1.1.2 of the sustainability report, which highlights the limitations inherent in a first-time application characterized by uncertainties regarding the interpretation of the texts and the use of estimates. Ladies and gentlemen, Mr.
Chair, thank you for your attention.
Thank you, Olivier, and thanks to all of the statutory auditors with the audit committee. This was confirmed everywhere with the financial teams that made it possible to close the exercise despite the complexity with some changes in scope that had to be done that were accomplished under good conditions. The collective effort was appreciated. Now, before moving on to the resolutions, I'd like to inform the assembly that we have not received any written questions before this assembly, and obviously, we are now going to deal with the interactive portion of this assembly, and I'd like to invite the shareholders who would like to respond to their questions to please take the floor, raise your hands, and I'd like to thank you so much for this purpose to use the microphones that are made available to you. Yes, sir, and then you, sir.
Thank you. Go ahead.
Mr. Chair, thank you. I'm François Leclerc. I represent funds managed by MJ Franz. We've earned 665,000 shares. First of all, I'd like to thank you for the involvement and engagement of all of the staff in Imerys in this very solid and robust exercise in a very complex environment that you spoke of. I have only three questions this year. I know that people are going to be disappointed that there aren't more, but you'll have to deal with it. If we're talking about a hypothetical recovery plan, which has started in Germany, I'd like you to remind me the exposure of the group to the German economy in either direct or indirect exposure. What you could say to us about the sensitivity of that area, please. That would be my first question.
The second, and we talk about this every year, but we never see the end of it, is our litigation about talc. I think we're not far from an outcome, but we talked about May and June, perhaps a decision in June or maybe a bit later. Now, to date, can you tell us exactly what are the last steps and how confident are you that that can be accomplished? Because you already spoke about this last year, and it seemed to be imminent, but in fact, unfortunately, there were some delays. The third question, which is kind of current, is to talk to us about the margin of most recent business involvements qualitatively, because this is confidential information, obviously. What can you qualify as how things are going in April up until mid-May? We're already mid-May anyway.
Could you perhaps give us qualitatively a bit of feedback on the trajectory and the volumes involved throughout in terms of our attractiveness? Thank you, ladies and gentlemen.
I'll start by giving some new information under the control of the person on my left. The second question is equally very important concerning talc. There is litigation that is ongoing that we had to place our affiliate under Chapter 11, and our activity over the last few years consisted in trying to get out and to sell out to sign off this activity. We had to pass significant provisions on our balance sheet to verify that the exercise closing after closing corresponded to our analyses of the residual level of risk. We have attempted to properly provision that to deal with the consequences of that final decision. The question is, when will we have the final decision?
Now, that's a good question, my dear friend. I thought I was going to have it, and I didn't. I should be cautious. What has happened since the last time we spoke of this? First of all, it's very important. Compliant with American law, the project of a solution which involves us, but many other players involved, was subject to the vote of the plaintiff. The vote for the plan to be approved requires a threshold that was 75%. We did exceed that threshold because I'm not going to get into all the technical details, but the two complaints are litigated points that had to be more than 90% in favor of the plan.
That's a fundamental step because in the past, we had failed to obtain that threshold, and that's what led us to have to once again commence the whole very painful experience, and I can admit that. Now, what happens is once the approval has been given by the plaintiff, the complaint needs to be approved by a court, and there is a legal sequence which winds up with the judge's approval, and that approval requires hearings. These hearings are committed to. They have started over the last few days on the 22nd of April, that's right. There was a first series of exchanges.
The judge asked a certain number of questions upon which the parties have to come back on where we are moving forward, but I can't imagine what is going to happen in terms of the calendar because that depends on the judge and the content. We're optimistic, but I would like to refrain from issuing any judgment, a legal decision that we don't have control of. Obviously, we have lawyers. The lawyers work actively on this matter. It's really a question of weeks or months or more. I don't know. I hope it depends on the decision made by the judge. Then subsequently, there are possible appeals, and there's also approval by the federal authority. There are several steps.
The first fundamental step, which has been done and which had not been done before, is the approval by the category of the population the most directly involved, i.e., those who are issuing claims. This is off mic because I cannot translate. What would be favorable is to sign this thing off and get it off the table. It is an amount in dollars, $95 million. That is the amount of what we are provisioning. That is the point. Things are moving forward in an imagined trajectory. We had hoped for auditions to happen more quickly, and they are taking time because there are a lot of things that have been asked by one side and the other. It is moving forward, and at this point in time, we have not yet identified an insurmountable blockage on our way forward.
I had hoped if you asked me three years ago, I would have said that we'll get this out of the door very quickly, and I'm three years late with respect to that initial plan. I don't want to start again and be overly optimistic on the calendar. Now, the question about Germany is easier. I expect they were going to be hard. This is somebody for the Germany is a big market. It's really important for the group, especially for sales. We have a limited activity. We have maybe five or six sites in Germany, but this is a market that's of significant proportions for sales. Last year, between 10% and 12% corresponded to 10%-12% of all sales in the group, EUR 400 million roughly. Unfortunately, if you look at five years ago, it was much bigger.
Germany, if I look at the first quarter of this year, the majority of all countries worldwide was positive except for Germany. It was strongly linked to the automobile industry, and what needs to be followed up by the Conseil de l'Europe is suffering more than other geographies and other markets. The plan, we recently had a trade fair in Germany, a Coating show, and it's important because coating is having to do with paint, with construction. It's an important trade fair, and the atmosphere in Germany for the first time after four years is very positive. Industrially speaking, it's really like a pickup of activity thanks to the plan announced by the new government. We'll see. 10%-12% over EUR 400 million.
The market activities this year, if you look at the first months in the month of April, we do not have the figures on a monthly basis usually. We finished 2024 in November, December with a gradual decrease in activity linked to all the bad news in the market. There is the automotive industry. We have got construction, which is not really starting up yet, and we added uncertainty having to do with the various policies and tariffs thanks to our American president. If you look at the beginning of the year, there was a decrease in December and January and November and December, which continued in January, and the month of March, which is the best in the quarter. I hope that management's direction is positive. I think it is quite positive. It is aligned with the month of March.
What we can see is a significant level of uncertainty, and to answer the questions that could crop up, Imerys is not really exposed to American tariffs because we're very local in the various countries. Today, we're selling from a global point of view more than EUR 160 million to the U.S. produced outside of the U.S., which means that's 2%-3% of sales of the group. Apparently, we're not seeing customs tax, but there are things coming in from Asia, from Canada, and so forth. It is very limited for the moment. Most of these products are not present in the U.S. It means that the country would have to import them. How much do we pay? Is it 13% or whatever? This is not really up and running that is going to reduce the volume because of the direct effect on tariffs.
On the contrary, we think that we'll be able to pass that tariff over to the customers in the final market. The real risk we're going to have today is indirect. In other words, a reduction of generalized information if the economy shuts down, and you just see the generalized. If you're paid to work in ceramics in Thailand, which fundamentally produces, what do you call those, showers, sinks, and these are used mainly in the U.S. Thailand has impacted much more with 40% more of the tariffs, and the activity shut down. All of the importers in the U.S. in ceramics, they stopped because they're afraid that as soon as the boat shows up, we'll have to pay the tariff. How are you going to break that down and so forth? We see more of an indirect input.
Audi, you can stop. Because of the 25% and the uncertainty of it all, most are transported by ship. It is four or five weeks later. What is going to be applied six weeks later? We do not know. It is better to be cautious. Today, it is really an atmosphere of uncertainty. It is not a crisis. Yes, it is clear, says Mr. Kron, that the current context is full of uncertainties, and that could stall certain projects and would have economic consequences, and sometimes indirect ones, as Allesanro has just said. There is a gentleman over there who has a question. Please wait for the microphone to come to you. The microphone has just reached the person with the question. You probably have a loud enough voice, but it is better to speak in the microphone.
Hello. I am an individual shareholder myself.
My question is, what are your different financial assets, and how do you utilize them in the management of your business operations? That is all. That is my question. That is for our CFO.
The bulk of our financial assets, the less liquid ones, are T-bonds and things like that, cash that is invested very prudently that we keep to come to terms with our cash requirements in the group. There are investments. They are actually short-term investments, really. Short-term, mainly short-term investments so as to come to terms with our normal liquidity requirements. It is not speculative or anything like that. It is not investing to make a quick profit or anything like that. Short-term investments so that we can readily access our cash if needed.
Hello. I am an individual shareholder too. Nothing to do with the demonstrators. I have a question about lithium.
I'd like you to give us some information about the progress of the lithium mine that you're intending to open shortly. Secondly, the current batteries are expensive and not very efficient. Do you think that lithium is a forward-looking metal? For that application, I've got some doubts myself. At what price do you think lithium would be sold? I know you're on international markets and everything is denominated in dollars there, and the dollar would have gone down there, and you have said you have accruals because of forex fluctuations. Could you answer me about lithium, please? Thank you.
Quick update on the EMILI project, as it's called, for lithium in France. Last year, we completed the public consultation process. That was a positive outcome. Now we're completing our feasibility study.
Feasibility study means that we've got to finally define the technology that would be used, what CapEx will be required, the operational costs, and so on, and also describe the deposits. Now, that's been done. That much has been done. Ahead of us, we still have more work to do. We're going from the pre-feasibility phase into the more definitive feasibility phase. The pre-feasibility phase is about 30%. It's the plant and equipment and so on. There is the engineering design work and so on that's got to be done in the definitive feasibility study. That will take quite a while, at least a couple of years, because potentially it's EUR 1 billion worth of spending. It would take two years to go through all of the required engineering research so as to get the plant and equipment ready and go operational.
That is being done. With permitting, permitting and the second pilot plant, I mean, it's a new technology. As you know, lithium is extracted from rock already, but French rock is a bit different to rocks elsewhere, like in Australia where they do it already. It works in the lab, but we want to do work already in the lab. We produce battery-grade lithium already at lab stage, but the laboratory is a laboratory. You have to obviously build a pilot plant to see if it would work on an industrial scale. That is what we're talking about here, EUR 150 million worth of investments there. A real lithium production plant with the same machines that would be used, the same plant and equipment that would be used on site in the future. The engineering design work has been completed.
Now we're awaiting the closing out of the permitting process. We haven't yet obtained the permit. That has to be completed by the summertime. We've promised the markets that we'll give them a complete update on the costs and the necessary investments, the CapEx, the quality of the grade of the deposit, and so on. It's to update the information already made available. On the technology itself, we regularly ask external consultants, reputed people, to do analysis on alternative future technologies. Now, the lithium battery, I wouldn't say it's not efficient. Lithium at the moment is the only metal. It's sold as a mineral. It's lithium carbon, really. Anyway, it's the lightest metal we have available right now. If you look at the table of metals, lithium is the lightest. That's why it's good for batteries because of the weight.
Now, we heard about sodium. It works, but it weighs three times more, three times heavier. Obviously, you end up with very heavy cars, and it would be a very large-sized battery too, a heavy car and a large-sized battery, or else you stick with lithium. Right now, all of the experts and renowned institutions in this regard say that lithium will be the core battery metal for at least another 15 years. There are static batteries too, solid-state ones that people use in their homes. Okay, you can have bigger batteries in that context or heavier ones because if you're not traveling with them, it's like a telephone. It's got to be light. There are lithium batteries in there. They're so light. That's why they're so good. There is development work going on at the moment concerning what they call solid batteries. You replace liquid with solid.
Fundamentally, the ingredient going in is lithium. It will not be nickel, it will not be cobalt, it will not be manganese, whatever, but lithium will remain. Lithium will stay. We do not have any knowledge of any technology right now that would do the job better. This technology was developed 25 years ago, do not forget, and it has reached a high-performance level. It is industrialized, and it is put into cars. If somebody this evening comes up with a better solution, it would have to go industrial scale. It would have to be proven. I mean, it would be a long haul. You can have a bright idea, but you have to prove it is worth it too. We are sticking with lithium in France and the U.K. Price, the price of lithium, that is the issue right now.
I'm not so scared of the dollar price. Where is the price of lithium? Because in 2022, it was $80, and then it went to $40 in 2023, and now it's about $10-$12 per kilo right now. That's the current price. At that price, it's not easy to fund projects and to become involved in expensive capital expenditure. Why did you go from $80 down to $10? At $80, it was really speculative because there was demand that far exceeded output. That led the lithium price to skyrocket. $40, it was probably a balanced market, but at $10, it's the opposite. Lots of people investing, you see, at $80. Now we see capacity extensions going on, and the adoption of EVs, electric vehicles, is taking place a bit more slowly than what was initially forecast. Look at Europe, for example.
We're dragging behind the forecast. I mean, we're really lagging behind where we thought we'd be at. In Asia, especially in China, EVs are faring very well. They're selling more EVs than internal combustion engine cars, conventional cars. The majority of their new vehicles purchased are now EVs. I think we'll have to wait for the rest of this year, even wait for all of next year to see a big change. If capacity availability exceeds demand, prices will remain low for another while to come, I think. It's projected that demand will continue to increase, and then output will not be sufficient at a certain point in time to provide sufficient quantities of lithium to the markets. Lithium should come back to a price that would be more reasonable in the future.
Experts at the moment think that by the end of the decade, the price will be between $20 and $30 per kilo of lithium. It should come back to a more normal level, a more reasonable level, so that investors can fund projects such as ours. They're the current forecast anyway. Once again, the dollar vis-à-vis the different currencies, the currencies are fluctuating a lot these days vis-à-vis the dollar, and its ups and downs. That is not what would bother us so much as the price of lithium. That is what I have to explain to you on that, really. Thank you. The gentleman has put his hand up, the gentleman over there, and then there is another person behind him in the third row, says Mr. Kron.
Thank you. [Jean-Marc Étienne], individual shareholder. Hello, everyone, gentlemen, ladies.
From the accounting point of view, when you look at the consolidated statements, we see that there is a goodwill of EUR 1.85 billion, which is a considerable sum. Could you tell us a few words about where that comes from and the policy you have to amortize this goodwill?
Goodwill mainly comes from acquisitions. The two big amounts come from the acquisition of S&B and the acquisition of Kerneos, which represent between the two of them about 2/3 of the goodwill cumulatively. In terms of amortization, we are not allowed to amortize goodwill. That's no longer possible. We do impairment tests every year, so we verify that we can support economically the value of that goodwill. If it's not possible, then we have to actually reduce the book value. There is no actual systematic depreciation or amortization every year. But as Mr.
Rouge says, everyone accounting posting is looked at by the statutory auditors and their audit committee, what we call the impairment tests. They check that the various goodwill items correspond to activities that are consistent with perspectives of profitability of such activities. That is a significant level. As Olivier said, you said in your presentation, obviously, we are extremely attentive about these issues. First row and then back to the back.
Mr. Chair, ladies and gentlemen, I have a question about the other provisions, either legal. What about 2024? I thought the litigation was concluded. Why is it reduced, that provision? I have a question as well about the competition. Your main competition, how are they behaving, and how do you feel about what they are doing?
There was no specific lowering of provisions, I think.
The impact in the sale of the paper activity, obviously, we sold the provisions having to do with those activities, notably linked to some of the assets in Brazil. Other than that, let me comfort you, there's no significant decrease in provisions in the normal course of activity. We're selling the business, and you sell the liabilities as well as the assets. Everything is in the lot. The second question, sir, was about the competition. It's hard to find competition to Imerys because we have kind of an unusual constitution in this company. There are companies who have a prevalent activity in minerals. The closest might be Minerals Technologies. It's an American company that does only minerals, listed on the New York Stock Exchange. They are half the size or less than half the size in the decarbonates, bentonite, clay, refractories.
Very close to what we do, but maybe more exposed to the American market. Half of their activities are indeed in the U.S. and then the rest of the world. If I look at 2024, and we do this regularly, including the first quarter, we have performed better when you look typically at growth in sales, organic growth, and EBITDA growth on the results. In 2024, we overperformed. The American company was down in sales. They were down in organic growth by 2%, and Imerys were plus 1%. Imerys is positive to EBITDA. They are down. Same situation in the first quarter of 2025. I have adjusted this. We posted this down in activity of 8% decrease in activity, and Imerys traditionally were kind of + 1%. I think we did the right thing. They did a bit better than us in 2022.
In 2022, we did better. In 2021, we did better. We kind of... The other companies that are smaller, they have Elementis listed in the London Stock Exchange. We have companies such as Iluka in Australia that do only minerals. Harachi, Búzios, that do minerals and are partially a client of Imerys. We look at them regularly. I can't get into the details of all of them, but in 2024, the first quarter of 2025, they were not the best. They were not amongst the best. Specifically, the interpreter did not hear the question. You need the microphone. Now, you're talking about Performance Minerals. These are typically minerals that do not travel much. They are natural minerals, which means that if you have a quarry, it is very specific. What you pull out of that quarry is very specific.
It's a bit more difficult to replace it and to be a direct competitor if they're synthetic minerals, in other words, they're fabricated in our plants. You can do that in France, in Germany, or in China. Typically, that is the rack activity in abrasives that's kind of under competitive pressure these days, especially from China. It's also the activity that is the most exposed to the cost of energy in the market. Typically, in a plant, you use a lot of energy. In the last couple of years, Europe was not exceptional from a competitive point of view in terms of energy costs. That's where we lost a bit of market share to the Chinese. We don't have Chinese that can actually compare with us directly, but they do publish figures. It's hard to get comparisons because they're directly there.
Access to information for the Chinese competitors is not absolutely reliable. To reassure you, sir, our board studies regularly. It looks closely into what is going on around us and what the competitors are doing. That is certainly one of the most important things to analyze. We have kind of global competitors in different technologies and others that are more specific, other competitors that are more specific. They are looking at certain activities, but some are in carbon and graphite, another at Iraq. Indeed, the general director said very sincerely that in 2023, we were a bit behind. In 2024, we were kind of in the top of the panel. In the beginning of 2025, we are still looking pretty good, like in 2024.
To be followed up. Individual shareholder, I have a few questions about one of the resolutions. You are talking about 85 a year.
You have EUR 66 million that were given for retirement in Great Britain and the U.S. Is this paid, or is there any of that left? What do you have in quartz? Is that a strategy of the future to have big companies, or would you rather be on your own?
There's EUR 774 million. That's 36% of the capitalization. Do you consider that that amount carried over? Is that going to be down or not? What do you think? I don't know if a shareholder could answer. There are rumors in the market about how your main shareholder, which is more than 50% of your shares and more than 68% of voting rights, was wondering if perhaps they might want to be listed on the stock market. Could you talk about that? What was your reaction to this market activity? Thank you.
I'll start with the end.
I will not comment. The class of GBL. It's too bad you didn't ask that in their general assembly because it was just last week or 15 days ago. Insofar as the rumors are concerned, classically, our General Director, Imerys, we had to authorize between 98 and 100. These subjects were there. They're legitimate questions. Any shareholder has the right to wonder about these various options amongst such as a minority buyout is what you're wondering about. I have no comments about that in the place of GBL. You asked 14 other questions. I noted a few. A joint venture. Theoretically, the group has a preference to develop business by itself, obviously, unless there's really an added value in finding a partner. We have indeed a very good co-enterprise in Holland, in the Netherlands. Is it Sibus? What's the name? Is it Saint-Bergé? It's Alibert. Albergen.
That developed products together with them for tunnels, drilling sites, and so forth. These are the competencies of both partners. They are going to do EUR 100 million sales this year, and it is very profitable. Quartz, once again, is an example, a perfect example of synergy and the value. Imerys had a mine, a high-performance mine of silica, of the quality of quartz. It is exceptional quality. We did not have the technology or the plant to deal with it. The Norwegians had already built the site to process the quartz to create that valuable product. There were no mines in Norway, so they were not good enough to produce a good finished product. We looked at this 50-50 together.
Now we have a business which is doing EUR 350 million in sales with results that are maybe disappointing for the moment, but it's exceptional over the last three or four years. Both partners consider that this is a great added value. It is a preference, a majority for Imerys. We decide based on the opportunities and the project. I am mentioning this. The day we have to make a decision about lithium, we might consider a partner if they contribute abilities in lithium technology or in managing big industrial projects. EUR 1 billion for Imerys, we've never done. Far from that. Perhaps a partner that could help us not only in financing, but also know-how, technique, and experience. That could be something that could fly.
About pensions, retirement, we have two main plans at Imerys that are defined benefits, which are kind of risky because you talk more about what you recover for the beneficiaries than what you contribute. We contributed to these plans in the Great Britain and in the U.S., which makes it possible for us, with the local regulation, to make a good investment. That is the first thing in the U.S. The second thing is to be practically in equilibrium, financial equilibrium in these projects.
Basically, in terms of asset management, it's a prudential treatment of these things, which should be moving at the same rhythm as possible liabilities and to avoid any market-related risk of significant proportions in the future, which should enable us at one point or another to outsource these plans and to be in balance under the proper conditions, which would be necessary to enter into this type of approach. We're quite happy for the moment. If you look at the annual report, these two major plans and the total of the two is balanced. It's a good way of using our financial assets to de-risk those plans from the point of view of the company, but also the point of view of the beneficiaries of these two important retirement plans. Maybe that's kind of an anecdote. EUR 0.85 a year. We didn't calculate that.
We just continued with the same amount as we designated in the previous years. We did not want to give any specific comments by changing the value or whatever. We just decided mechanically to replicate the previous amount that had been. It is a maximum. It is a maximum.
Question off mic. The answer, the retained earnings amount, it is kind of mechanical. If you look at the results, the income we have, we do not take any specific action towards to convert all this into reserves or anything. No. All of that would remain in the equity of the company. We do not intend to allocate, as you know, the retained earnings. It is easy to use if you want to have dividends later on. It is not bothersome as such. Thank you. Thank you, says Mr. Kron .
It seems to me that the people who ask questions have obtained answers, and we have a quorum at 82.45%. That is the final quorum, the definitive quorum. I think we should close out this discussion and move on to voting upon our resolution. We will give the floor back to Emmanuelle Vaudoyer, who will guide you through the poll on the resolutions.
Thank you, Mr. Chairman. In order to cast your vote, please use the voting box that was handed over to you when you entered the room. This box will work only if the smart card is correctly inserted in it. In order to vote, use one of the three keys that will be active only when we have opened the poll. Number one is in favor, yes. Number two is against, and number three is an abstention.
If you make a mistake, you can press one of these three buttons once again. It's only your last vote cast that will be taken into consideration as displayed on your box. We will go through each resolution one by one. We will read out the title of each of the resolutions first, and then I'll declare that the poll is open. You'll have 12 seconds to cast your vote. There will be a timer on the screen, an electronic timer on the screen. When the time is up, I will say the poll is now closed and it will be too late to vote. You will see the word "acquitté" on your voting box. The results will be put up on the screen a few seconds after we close the poll.
Following the meeting, our hosts and hostesses will take back the voting boxes you were given for the poll on the resolutions. Let's now start the poll on the resolutions. Firstly, resolution number one, approval of the company's management and statutory financial statements for the year ended December 31st, 2024. The poll is open. Please cast your vote. The poll is now over, and this motion is carried. Number two, approval of the consolidated financial statements for the year ended December 31st, 2024. The poll is now open. The poll is now closed, and this motion is carried. Third resolution is appropriation of profit and setting the dividend with respect to the year ended December 31st, 2024. Please vote now. The poll is open. The poll is now over, and this resolution is also approved.
Resolution number four is the statutory auditor special report governed by Article L225-40 of the French Commercial Code, related party agreements. Please vote now. The poll is open. The poll is now over, and this resolution is approved. Resolution number five is the approval of the compensation policy applicable to the Chairman of the Board of Directors with respect to 2025. The poll is open. The poll is now closed. This resolution is adopted. Resolution number six, approval of the compensation policy applicable to the CEO with respect to the year ending December 31st, 2025. Please vote now. The poll is open. The poll is now closed. This motion is carried. Resolution number eight concerning corporate officers. We open the poll now. Sorry, it is the members of the Board of Directors. She corrects herself. The members of the Board of Directors.
Approval of the compensation policy applicable to members of the Board of Directors for 2025. Poll is open. Now the poll is closed. This resolution is carried. That was seven. Eight now is approval of the information relating to the compensation of corporate officers for 2024. Please vote now. The poll is open. The poll is now closed, and this motion is carried. Resolution number nine on the compensation for 2024 of the Chairman of the Board. Please vote now. The poll is open. The poll is now closed. This resolution is approved. Resolution number ten concerning the total compensation and benefits in kind for the CEO for 2024. Please vote now. The poll is now closed. This motion is approved. Number eleven concerning the reappointment of Ian Gallienne as a director. The poll is open. The poll is now closed. This motion is approved.
Resolution number twelve, the reappointment of Lucile Ribot as a director. The poll is open. The poll is now closed. This motion is approved. Number thirteen, appointment of Nicolas Gheysens as a director. The poll is open. The poll is now closed. This resolution is approved. Resolution number fourteen, the appointment of Mr. Martin Doyen as a director. The poll is open. The poll is now closed. This resolution is approved. Resolution number sixteen, the delegation of authority granted to the board of directors to increase. Sorry. I apologize, says Madame Vaudoyer. It's number fifteen, authorization to be granted to the board of directors to enable the company to buy back its own treasury shares. Please vote now. The poll is open. The poll is now closed. This resolution is approved.
Resolution number sixteen, delegation of authority granted to the board of directors to increase the share capital with preemptive subscription rights. The poll is open. The poll is closed. This motion is approved. Resolution number seventeen, delegation of authority granted to the board of directors to increase the share capital without preemptive subscription rights. Please vote now. The poll is open. The poll is now closed, and this resolution is approved. Resolution number eighteen, delegation of authority granted to the board of directors to increase the share capital without preemptive subscription rights in favor of qualified institutional buyers or limited number of investors. The poll is now open. The poll is now closed, and this motion is carried.
Number nineteen, delegation of authority granted to the board of directors to increase the number of shares to be issued in a capital increase with or without preemptive subscription rights by up to 15% of the initial issue. Please vote now. The poll is open. The poll is now closed. This resolution is carried. Number twenty, delegation of powers granted to the board of directors to increase the share capital in consideration for contributions in kind up to 10% of capital per year. The poll is now open. The poll is closed. The resolution is carried. Resolution number twenty-one, delegation of authority granted to the board of directors to increase the share capital by capitalizing retained earnings, profits, additional paid-in capital, issue premiums, or other items. The poll is open. The poll is closed, and this motion is carried. Resolution number twenty-two next.
The overall cap for the par value of share capital increases on the issues of debt securities. The poll is open. The poll is closed, and this resolution is approved. Resolution number twenty-three, the delegation of authority granted to the board of directors to increase the share capital by issuing shares or securities conferring entitlement to capital reserve for members of a company or group savings plan without preemptive subscription rights. Please vote now. The poll is open. The poll is closed, and this motion is carried. On the twenty-fourth, somebody is saying, "But they haven't got a microphone. The interpreter can't hear what they're saying. We just hear a voice in the background. I do apologize." They're asking a question about resolution number twenty-four, but the interpreter can't hear because they're not speaking in the microphone.
[Foreign language]
Mr. Kron, while the board thinks that shares that are granted performance shares, that is, that are granted to employees, a certain number of employees, I think the number is 250 or so, isn't that it? Around 250. These are all connected with continuing employment in the company and also performance conditions. These performance conditions are not detailed out in the resolution itself, but they do feature in the 50 pages or so talking about corporate governance in the universal registration document here. I mean, I can give it to you in the gift wrap if you like. It's all in here.
I mean, there's a lot of reading in it, but there's no change in the process here. It's something which, for us, is important. That functions well. That makes sense only if it takes place over a certain time. Now, this is something I'll ask the Remuneration Committee to review so that we can detail out all of the answers to this question you've asked. Thank you for raising this question, but there's no issue about that. It's something that's functioning well. It works well. It's a good way of loyalizing, retaining our good people, and it's a good incentive too. If there's something we need to address, that wouldn't be the priority thing to address. Thank you for raising the point. Thank you for making this general recommendation. I don't think it's an issue.
We never had any regulatory authority making remarks on that about the modus operandi of our long-term incentives, our LTIs in the company.
[Foreign language]
Resolution is carried. Resolution number 25 about the authorization given to the board to reduce social capital by cancellation of actions held by the company. The vote is open. The vote is closed. Resolution is carried. This resolution 26 about the company's modification of articles of association and the article 15. The vote is open. The vote is closed. And the resolution is adopted. Lastly, 27th, on the grant of powers necessary to complete the legal formalities following this meeting. The vote is open. The vote is closed.
The resolution is carried. Thank you so much.
Thank you, Emmanuelle. Ladies and gentlemen, we have finished our general meeting. As you have observed, all of the resolutions were approved. The details will soon appear online in the company's website. Ladies and gentlemen, we have finished our meeting today. We declare the session closed. There are refreshments upstairs for you.