Good afternoon, ladies and gentlemen, dear shareholders. It's a bit after 3:00 P.M., I'd like to open our session. I'd like to inform you that in line with legal requirements, the presentations that will be made in the context of this meeting will be filmed and broadcast on our website, the meeting will also be available as a replay. Alongside me here today, we have Alessandro Dazza, who is our CEO; Pierre Lebreuil, the CFO, the new CFO of the group, whom we greet, we're very happy to have him with us here in his new post; Emmanuel Vaudoyez, whom you know, who is the Group General Counsel and Secretary of the Board of Directors. Annette Messemer also, who is the Chair of the Appointments and Compensation Committee.
She will be joining us a bit later on to present the items concerning corporate governance. We have in the room with us members of our board of directors, whom I'd like to greet, including Johannes Huth and Michael Ogrinz, who will be introduced to you later on. Johannes Huth will hopefully be co-opted by you at this meeting to the board, and Michael Ogrinz is a candidate to be a board member. We also have Nadia Laadouli, who is a partner in Deloitte & Associés, and Pierre-Olivier Etienne, who is a partner in PricewaterhouseCoopers Audit, representing the joint auditors. The general meeting is being held today on the first invitation, and it is an ordinary general meeting.
I'd like to ask Emmanuel Vaudoyez to please report to you the achievement of all of the formalities co-connected with the invitation to the meeting and the holding of the present meeting. Thank you, sir. Good afternoon, ladies and gentlemen. I'd like to tell you that in line with legal requirements, the prior notice of the meeting was published in the Bulletin des annonces légales obligatoires on the third of April, 2026. It presents also, of course, the agenda, the draft resolutions submitted to the vote here today, and also the conditions for attendance and for voting in the general meeting. The registered shareholders were convened by email and by post on the twenty-first of April, 2026, and the publication of the notice of the meeting was also done on the twenty-first of April, 2026.
The documents and the information that are a legal requirement to be made available to shareholders by virtue of the French Commercial Code were made available online on the website of the company. Thank you, Emmanuel Vaudoyez. We see that the quorum of one-fifth applicable to ordinary general meetings is achieved here today, and we'll see the detailed figure later on when we have the definitive quorum. We will now appoint the scrutineers of the meeting. Two shareholders who are present with us and who have the largest number of votes, who have accepted this function, that is Priscille Wollner, representing Belgian Securities SARL, representing 92,681,340 votes; and Paris Kyriacopoulos, who represents Blue Crest Holding SA, representing 8,060,772 votes.
I'd like to thank both of you for being with us today. Emmanuel Vaudoyez, she was appointed secretary of the meeting, as you know, and we have, of course, planned that we will have a Q&A session with the shareholders present. At the end of our meeting, you have voting devices that you'll be using later on to vote on the resolutions. After the presentations, we will tell you how to utilize these voting boxes when it comes to voting on the resolutions. I'd like, at this point, as a preliminary, to share with you the opinion issued by the Economic and Social Committee concerning the economic and financial situation and the sustainable development performance of the group. I will therefore, if you don't mind, summarize what was said by the ESC.
They say as follows: "In the light of the items presented in the report of the accountant, we note that the situation is stable in the context of a difficult market loss of volumes. Nonetheless, we have managed to put across price increases. The net income posts a deficit because of major impairments of assets, especially in the RAC segment, but no impact on the cash flow. As it was impairment of assets, the generation of net free cash flow was at a low level. The debt level was higher, and that means we've got to be vigilant in 2026 and 2027. The proposed dividend payout is going down, and it's not much compared to the cash generation of the group. We have the program called Horizon. That is a cost-cutting measure.
EUR 50 million to EUR 60 million of savings are being targeted, structural savings at group level. We have nonetheless maintained a level of non-statutory profit sharing at the same level as 2024. The main points of attention, says the ESC, are the following: The Project Horizon, the potential impact on jobs, potentially site closures and jobs to go. Also, impact on the organization of work and working conditions, and that hasn't been documented enough. Provisions also that have been booked. Now, on the RAC segment, we need to clarify the industrial trajectory and our capacities, our investments, our CapEx, possible restructuring also in the light of the impairments enacted in 2025. We need more visibility in terms of the trajectory for deleveraging the company and the priorities being set for 2026. This leads the ESC to give the following opinion.
In the light of the information exchanged during the consultation process, the elected representatives issued the following caveats. Firstly, they fear a significant downturn of the industrial climate, industrial relations climate, and they fear that the repercussions on the employees might be neglected. We cannot neglect such repercussions on the employees in the wake of these measures. We have some misgivings about the future of the project called EMILI, concerning lithium, and they challenge the jobs being done away with in the light of the EMILI project. We are worried about the job position. We would like some answers from the general meeting. We will be asking the management to update us regularly on all these topics.
Thank you to our ESC for this detailed opinion that you've rendered. We'll be hearing presentations as we go through the meeting that will go into these different points. Ladies and gentlemen, dear shareholders, I suggest at this point we should start off with the presentation of the highlights of 2025 by Alessandro Dazza, who is our CEO. You have the floor, Alessandro. "Thank you," says Alessandro Dazza.
Thank you. Ladies and gentlemen, dear shareholders, good afternoon. Thank you for joining us here today for this general meeting. Alongside me, I have Pierre Lebreuil, who is our new CFO, who was appointed last February, as the Chairman said. Pierre is not a newcomer in Imerys, however, because he's been working at the company for the last 20 years.
His presence now beefs up our management team, thus guaranteeing continuity, and he also, of course, has the experience necessary to help us to manage our business. I'd like to start off by commenting on the highlights of 2025. The turnover or revenue figure, EUR 3,384 million, overall in line with last year on a like-for-like basis. These figures reflect selling prices that have held their own. They also reflect industrial activity at a low level in Europe and a rather sluggish construction sector in North America and in Europe. The adjusted EBITDA for all of 2025 achieved EUR 546 million, in line with the forecast established in July of 2025, in spite of an unfavorable Forex effect of EUR 22 million in 2025, the depreciation of the dollar currency vis-à-vis the euro.
This, I think, is a robust performance in a difficult context. It was flat with respect to 2024, again on a like-for-like basis and excluding variations in the contributions of the joint ventures that we'll see later on. This is the result, in particular, of a rigorous pricing policy for selling prices and ongoing efforts that were made in terms of cost control, cost management. The group generated a free cash flow of EUR 127 million in 2025 before the strategic CapEx and EUR 78 million afterwards, after strategic CapEx. The strategic CapEx was mainly connected with our lithium projects, and I'll go back to that topic a little bit later on. The financial structure of Imerys is therefore sound, and our investment-grade rating has been confirmed.
The current net income stands at EUR 146 million, an ordinary dividend in cash of EUR 0.75 per share will be put to you for the vote during the resolutions later on at this meeting. The payout ratio is in line with what we had in previous years. A last important point, the group conducted an impairment of goodwill for the solutions for refractories, abrasives, and construction, or RAC segment, for an amount of EUR 467 million in 2025. This impairment, which was exceptional, has no impact on the cash position or the financing ability of the group. It reflects purely an accounting adjustment that was made necessary through the changing conditions and market assumptions and does not challenge the solidity or the sound nature of our business activity.
It'll be explained more in detail by Pierre Lebreuil a little bit later on in the financial section. Now, this slide underscores the robustness of our business model in Imerys. On the left-hand side of the screen, you can see the adjusted EBITDA as it unfolded in 2025 compared to the previous year. We see a substantial impact by the scope. That is because of the divestment of assets that service the paper-making market in July 2024, and also the impact of the joint ventures, especially The Quartz Corporation, whose financial performance was exceptional in the first half of last year, much less so in 2025 then. You can also see the substantial impact of the foreign exchange rates, especially the U.S. dollar, in the first part of the year, the earlier part of the year.
What's most important, however, is that the core business of Imerys generated a resilient EBITDA, practically in line with what we had in the previous year, in spite of a difficult context, as we all know. On the right-hand side of the screen, the price-cost balance highlights the continuous ongoing high-quality work put in by the group so as to reduce our cost, but also, the agility of Imerys in adjusting our selling prices when that is deemed to be necessary. This remains a key success factor for Imerys going forward.
If you don't mind, at this point, I'd like to give you a brief update on two key topics for the group. Firstly, the lithium projects. Concerning EMILI in France, as was announced on the 11th of February last, the French state has acquired a minority stake in this project. This is a key step for the future of this project, recognized as being strategic both by France and by Europe. This investment will enable us to support this project right as far as the finalization of the definitive feasibility study in early 2027. EUR 50 million worth of a stake for the French state. Regarding Imerys British Lithium, the scoping study was finalized early in 2026, and that confirms the great value and the strategic relevance of the project. However, the group decided to mothball this project for the moment.
As a consequence, no other piece of investment or expenditure will be committed for the moment. On the right you see the Chapter 11 proceedings concerning the talc entities in the U.S., and the court session confirming the reorganization plan before the Bankruptcy Court in Delaware was concluded on the 6th of February, 2026, as planned. We're expecting the court to hand down its ruling in the coming few weeks, I would say, or even days. The potential confirmation of the reorganization plan, this is important, should thereafter, subject to no appeals being filed, be reviewed and confirmed by the federal court in the U.S. We remain confident about the positive outcome of this proceeding. A cost and performance improvement called Project Horizon.
The objective was to reach to reinforce competitive standing of the group and improve the capacity and to improve our agility in the existing environment. This deals with the simplification, the streamlining of the organization of the group, the reduction of the cost basis, improving the streamlining of the production capacity worldwide. This program is ongoing. We have social processes ongoing. They are planned and necessary. Now, on the financial point of view, we are targeting annual savings of roughly EUR 50 million-EUR 60 million relative to the 2025 cost base, with 50% of the savings expected as early as 2026, with a full impact in 2027. We estimate that the implementation costs of this program, which will impact the group's cash flow, should amount to approximately one year's worth of savings.
To give you an idea of Imerys' future growth drivers, this slide shows a few examples of the group's recent developments. Our conductive additives business continues to grow thanks to the capacity expansion in Belgium and Switzerland. The same applies to our investments in China, in the automotive sector and in India for refractories and construction. A final example is the ongoing increase in production capacity for Celpure. This is a high-purity diatomaceous earth-based filtration product to filter blood and plasma for the pharmaceutical industry. Overall, these new industrial capacities contributed to more than EUR 30 million additional revenue in 2025. This figure is expected to grow in the future. Similarly, when it comes to innovation, launching new products takes time, but this is the foundation of the group's future growth.
I will not talk too much about the details on the right in the slides, but you see a few examples of innovative products. Some are already generating sales, others are currently being qualified in the premises of our customers. Specialty minerals have unique and varied properties as well that give rise to new ideas and new applications every year. As you know, at Imerys, we have the broadest portfolio of minerals on the market. Let me now turn the floor over to Pierre for a detailed analysis of our financial results.
Hi, everyone. It's a pleasure to be with you here today. Let me summarize briefly some of the key aspects of our financial performance, starting with revenue. The group's revenue amounted to some EUR 3.4 billion in 2025.
This represents a 0.7% decrease at constant exchange rates and scope compared to last year, with volumes down slightly and prices holding up well. As a reminder, the scope effect includes EUR 65 million coming from the sale of our assets dedicated to paper markets in July 2025. It was partially compensated for by EUR 50 million in sales generated that were acquired at the beginning, in early 2025. Currencies had a negative impact of EUR 82 million, primarily due to a decline in the U.S. dollar against the euro starting in the second quarter of 2025. Let's now analyze the group's profitability. For the full year 2025, adjusted EBITDA reached EUR 546 million, corresponding to a margin of 16.1%.
By examining Imerys' direct operating in performance highlighted in the gray box, you can see that EBITDA was very resilient, down slightly by 0.7%, which represents a major achievement given the challenging economic environment in which the company operated in 2025. This performance is attributable to strict discipline on selling prices and cost control. Adjusted EBITDA decreased by 19% compared to 2024. This decline is due to a lower contribution from joint ventures, some EUR 74 million, changes in scope amounting to EUR 30 million, and lastly, an unfavorable exchange rate effect of EUR 22 million. Let's look now at the bottom of the P&L, at the bottom line. Net income group share is negative by EUR 409 million.
As detailed on this slide, this is impacted by other operating income and expenses which amounted to some minus EUR 555 million. This minus EUR 555 million is primarily related to two items. The first of which is a goodwill impairment charge of EUR 467 million related to the refractories, abrasives, and construction business, RAC business. This impairment has no effect on the group's cash flow and reflects business performance that was lower than anticipated a year ago, as well as the fact that the anti-dumping measures on import of fused materials from China, which were ultimately implemented by the European Union, are less protective than initially expected. It is important to note that the markets served by this business have finally stabilized.
We expect a gradual recovery already observed in the third and fourth quarters of 2025 during which RAC posted positive organic growth. The expected savings from Project Horizon should also support improved profitability. Other operating income and expenses are also impacted by asset impairments with no cash effect. One related to Project Horizon for EUR 41 million, and the other to the decision to place Imerys British Lithium into administration for EUR 31 million. To conclude the financial review of 2025, let us now examine the group's debt. It increased slightly in 2025 due to strategic capital expenditures and dividend payments. I would like to highlight a few additional points. First, net financial debt decreased in the second half of 2025, where cash flow was therefore positive in the second half of the year.
Secondly, we do not anticipate any significant strategic investments in 2026, since the definitive feasibility study for the EMILI Lithium project will be funded through our partner's contribution to the project. I would also like to remind you that we have successfully placed EUR 600 million in bond issue in unsecured bonds last November. The average maturity of our bonds has consequently been extended to 4.3 years as compared to 3.4 years in June of 2025. Lastly, Imerys' investment-grade credit rating was confirmed by S&P and Moody's in the second half of 2025, with net debt representing 2.5 times adjusted EBITDA, reflecting the group's solid financial structure. I'm gonna hand over again to Alessandro Dazza to discuss the performance for the first quarter of 2026.
Thank you, Pierre Lebreuil.
First, a few highlights from the first quarter of 2026. This was a good quarter for Imerys, with revenue and adjusted EBITDA increased compared to last year, like for like, despite nonetheless a challenging environment with the crisis in the Middle East. Revenues of EUR 835 million was up 0.7% compared to the previous year's like for like, driven by volume growth and stable prices. It is important to note the unfavorable currency effect in the first quarter. The USD had a very strong effect. This amounted to approximately EUR 40 million offset, represented fully minus 5% decline compared to 2025.
Adjusted EBITDA for the period amounted to EUR 118 million, up 4% at constant exchange rate like for like, reflecting the strength of our operational execution, higher sales volumes, and our cost control. Regarding the progress of Imerys' key projects, first, Project Horizon, which you've heard about, it has been launched in the main countries concerned, where the program is underway, and it's on schedule. This should enable us to make savings of EUR 50-60 million per year. We announced on the 10th of April acquiring Great Lakes Minerals, one of the leading processors of industrial minerals for refractories and abrasives in the U.S. Annual revenue for this business amounts to $80 million roughly. The conclusion should be any moment now.
In this slide, we're summarizing the sales performance at Imerys per geographic region in the first quarter of 2026. You can see clearly the sales in Asia were solid with growth driven by over 10% by conductive additives for various applications and for polymers. A very good activity in China. Europe remains slightly negative, mainly impacted by the weakness of the residential construction market. Despite a slight increase, we recorded a strong performance in consumer goods markets in Europe. We shouldn't forget that sales in this region included the Middle East. We are obviously, in the month of March, impacted by the Gulf crisis to the tune of some EUR 4 million of loss in sales. Sales in North America were moderate in the first quarter, confirming the trend from the second half of 2025.
In particular, the residential market remains weak in construction, and the poor weather conditions in January had an impact of several million EUR on our sales. As a reminder, the 1st quarter of 2025 was a very positive currency effect, but that's not the case this year, and South America was acceptable with solid sales in consumer goods. The last slide summarizes the excellent work done by the teams. On the left-hand side of the slide, you can see the trend in adjusted EBITDA compared to last year. The weakness of the U.S. dollar in the 1st quarter of 2026 had a significant impact on the reported figures. This effect should normally diminish and eventually disappear as the current exchange rate aligns with the exchange rates of last year.
At constant exchange rates, adjusted EBITDA increased by 4% year-over-year, primarily driven by volume growth and cost controls. On the right-hand side, the price-to-cost ratio highlights the group's efforts to control costs. Despite inflation and higher volumes in the first quarter of 2026, fixed costs and variable costs and general cumulative overheads are lower. This results from our operational excellence programs and various cost savings initiatives, including those related to Project Horizon, contributing to the strong performance. A word about sustainable development, which is an important topic. It's at the heart of the group strategy. As you recall, we had a program, SustainAgility, which is aligned with the United Nations Global Compact goals, which is built around three pillars: empowering our teams, building the future with our customers, and protecting the planet.
These priorities are translated into medium-term goals, which we report on annually in our sustainability report. Turning now to our sustainability performance, I am pleased to announce that we have successfully completed our SustainAgility '23-'25 roadmap. The group has met or exceeded 14 of its 16 key objectives. As you can see on the slide, you have the indicators and the progress made in 2025. All of these indicators and targets are detailed in chapter 3 of the 2025 Universal Registration Document available on our website with copies available, there are some copies available in the room for review today. If we take a closer look at our about in sustainability is certainly the decarbonization. If we look at this more in detail, our climate trajectory, you can see on the slide that it remains fully aligned with our 2030 targets.
In 2025 specifically, our Scope 1 and Scope 2 emissions reached 1,780 kilotons of CO2, which represents a 28% reduction since 2021, which is well in line with the 42% reduction target by 2030. For Scope 3, as shown in the graph on the right, you can see that we have already achieved a 22% reduction compared to the 2021 baseline, bringing us closer to our 25% target objective for 2030. This performance is supported by the EUR 82 million decarbonization CapEx invested since 2021, primarily allocated to energy efficiency, heat recovery, and transition to low-carbon electricity. The year 2026, SustainAgility kicked off our third roadmap since 2018.
The new roadmap builds on the progress made during previous cycles. It focuses on 10 objectives which you see here that directly address the most material impacts, risks, and opportunities identified for the group. I'm not gonna go into detail. Everything's available. Lastly, our efforts towards transparency, combined with the continuous improvement of our indicators, enabled us in 2025 to continue making significant progress in our ESG ratings, which you can see on this slide. We have top-tier scores from the leading ratings agencies specializing in sustainable development. I will now hand over to the chair. Thank you, Alessandro.
Insofar as the dividend proposal, the board of directors proposes to this meeting the payment of a cash dividend of EUR 0.75 per share, which is lower than the dividend proposed last year, but remains in line with the payout ratios of the previous years, around 45%, 44%. I would like to ask Emmanuelle Vaudoyer to summarize for you the resolutions on which you're being asked to vote at this annual general meeting, and then obviously Annette Messemer will be joining us to present the various recommendations of the Appointments and Nominations Committee. The general meeting is asked to vote on the agenda displayed on the screen. I would like to note that no request to add items to the agenda or to submit additional draft resolutions has been made by the shareholders.
Furthermore, the resolution submitted by for a vote were produced in full on pages 489 to 492 of the 2025 universal registration document, as well as in the notice of meeting, both of which are available on the company's website. Copies of the universal registration document have also been made available to you in the meeting room. The first and second resolutions concern, as is customary, on the general meeting's approval of the company's management and annual financial statements and the group's consolidated financial statements for the past fiscal year, as they were just discussed. The third resolution concerns the appropriation of Imerys' 2025 net income. As indicated by the Chair, the board of directors propose paying a cash dividend of EUR 0.75 per share.
Under the fourth resolution, you are asked to vote on the statutory auditor's special report on the regulated agreements entered into by the company. In the session of the 19th of February, 2026, reviewed by all agreements, reexamined all of the agreements concluded with related parties. A regulated agreement entered into 2025 was already approved at the last shareholders' meeting. No other regulated agreement was entered into during the 2025's fiscal year, nor was any agreement entered into with a related party during a prior fiscal year disqualified or reclassified as a regulated agreement. The board also noted that no regulated agreement entered into during a prior fiscal year and already approved by general meetings continued into 2025.
Before proceeding with the presentation of the resolutions relating to corporate governance, and in particular to compensation, we'd like to remind you that all information regarding the 2026 compensation policies for corporate officers and details of any compensation paid or awarded in 2025 is included in chapters 4 and 8 of the 2025 universal registration document. Thank you. I'd like to ask Mrs. Messemer to join us and to go over the resolutions regarding corporate governance.
The floor is all yours. Thank you, Patrick. Ladies and gentlemen, dear shareholders, in order to reinforce shareholder dialogue, the Board of Directors held a series of meetings with institutional investors and proxy advisory firms in November 2025, attended by the Chairman of the Board of Directors, myself, the Group's General Counsel and Secretary of the Board, the Group's Chief Human Resources Officer, and the Director of Investor Relations and Financial Communications. These meetings facilitated a constructive dialogue on governance and compensation issues within the company and provided input also for the work of the Compensation Committee itself and the Board of Directors. Accordingly, the Board of Directors wished to make certain targeted adjustments, which are presented on the screen here. With particular regard to the CEO's compensation policy, these adjustments aim to enhance its clarity and alignment with the group's long-term strategy.
They specifically concern the refocusing of ESG criteria, all derived from the group's new SustainAgility 2026 to 2030 sustainability roadmap to enhance the clarity of these criteria and also avoid redundancies between those used for annual variable compensation and those used for long-term variable compensation. The introduction in the assessment of long-term performance of a relative performance criterion measured by total shareholder return, TSR, as we often call it. This will be evaluated by comparison with a panel of similar companies. These changes are detailed in the universal registration document. As in the past, we present below a summary of the components of these compensation policies for 2026.
Pursuant to the 5th resolution regarding the compensation policy applicable to the Chairman of the Board, that is Patrick Kron, his compensation consists exclusively of a fixed annual gross salary of EUR 400,000, which has remained unchanged since 2022. Under the 6th resolution, the 2026 compensation policy for the Chief Executive Officer would include the following main components: an annual fixed compensation of EUR 920,000, unchanged since 2023; an annual variable compensation based on the achievement of quantifiable criteria related to the group's financial and ESG performance, as well also as the achievement of personal criteria. This annual variable compensation is capped at 165% of the Chief Executive Officer's annual fixed compensation. Regarding the quantifiable criteria linked to the group's financial performance, these include adjusted EBITDA and operating free cash flow before strategic CapEx.
These criteria account for 65% of the annual variable compensation. The expected achievement levels are identical to the 2026 budget targets. Regarding the quantifiable criteria related to the group's ESG performance then, these are limited to 3 and focus on diversity and inclusion, then biodiversity, and thirdly, the climate. This refocusing enhances their clarity and consistency. These criterion objectives are derived from the group's SustainAgility roadmap as it has just been presented to you. The weighting of these criteria remains unchanged at 15% of annual variable compensation. In addition, the personal criteria focus, among other things, on restoring the group's target profitability. Finalizing the exit also from the Chapter 11 proceedings for the group's former North American talc entities. Evaluating also the group's post-Chapter 11 strategic options. Fourthly, returning the group to a growth trajectory. These criteria account for 20% of variable compensation.
The CEO's compensation also includes the grant of 95,000 performance shares. This increased grant is justified by the introduction of the new TSR criterion, weighted at 30% of long-term compensation. The introduction of this criterion strengthens the alignment with shareholders and links a higher level of compensation to actual value creation. Effective value creation, that is. The purpose of the TSR is to compare the performance of the Imerys share with the median TSR of a peer group. The reference peer group was determined by the board of directors upon the recommendation of the compensation committee. This peer group consists of international companies of comparable size and sector. The other performance criteria for long-term compensation have remained unchanged and concern financial criteria. The net current income and free operating cash flow and ESG criteria.
The annual objectives are set in accordance with the budget objectives and the SustainAgility roadmap that the group has. Now, the seventh resolution, the subject of that is the 2026 compensation policy for board members. This resolution proposes to maintain the compensation policy unchanged as approved in 2025 by your meeting. Under the eighth resolution, you're asked to vote on the compensation report, which is intended to provide you with a full account of all compensation and benefits of any kind, as well also as various other items related to their terms of office for each corporate officer for the past fiscal year. Under the ninth and tenth resolutions, you're also asked to vote on the compensation paid or awarded in 2025 to each of the executive corporate officers.
That is namely to your Chairman of the Board, the company granted and paid in 2025 a gross annual fixed compensation of EUR 400,000. To your Chief Executive Officer, the company allocated and paid in 2025 a gross annual fixed compensation of EUR 920,000. Paid in 2025 for the FY 2024 an annual variable compensation of EUR 1,147,862 following approval by the shareholders meeting on May 13, 2025. Allocated in 2026 for the FY 2025 an annual variable compensation of EUR 809,600 corresponding to 80% of the target annual variable compensation for 2025. This amount will be paid subject to the approval of this resolution by your meeting today.
Your Chief Executive Officer's 2025 compensation also includes an allocation of 85,000 performance shares, fully subject to performance conditions as well as benefits in kind representing a book value of EUR 68,765. The following resolutions concern the composition of the Board of Directors. As part of the developments going on in the governance structure of GBL, the company's major shareholder that is the GBL Group, the Board co-opted Johannes Huth, Managing Director of GBL, on September 30, 2025. The ratification of his co-optation is submitted to this meeting here today. After serving on the Board for 16 years, Ian Gallienne, who is now Chairman of GBL, will step down from his position as Director following this meeting.
It was also decided to adjust GBL's representation on the board by reducing the number of directors appointed by it from three to two. The appointment of Michael Ogrinz will thus be submitted to a vote by the shareholders here today following Martin Doyen's resignation from his position as director. As for myself, I have not sought re-election for a third term and will be leaving the board of directors following this meeting. You're therefore asked to vote on the following. Under the eleventh and twelfth resolutions, the renewal of the terms of office of directors who are Stéphanie Besnier and Véronique Saubot. Their terms will expire at the conclusion of this meeting, and in connection with the thirteenth and fourteenth resolutions, you'll be asked to ratify the co-opting of Johannes Huth, Chief Executive Officer of GBL, and to appoint Michael Ogrinz, investment partner at GBL, as a director.
Finally, I would also like to inform you that Fatima Bensif has joined the board as a new director representing the employees following her election by the European Works Council. I'd like to invite firstly Johannes Huth to kindly introduce himself, and after that, Michael Ogrinz, if you don't mind, gentlemen.
Thank you very much, Annette. My name is Johannes Huth. I was born in Germany, in Heidelberg. After my studies in Germany, I came to France to study, and I also went to the U.K. and the U.S. to study. After that, I started my career in finance, and I spent almost 40 years starting off in an investment bank and then in different investment funds. It was with great pleasure that I took on a new post as a managing director of the GBL group exactly a year ago now.
In that capacity, I hope you will confirm my co-opting to the board of Imerys. It's a great pleasure for me to work with Alessandro and Patrick. Thank you in advance for ratifying my co-opting. My name is Michael Ogrinz. I'm Austrian. I was born in Vienna. I studied here in France, and I started off as an entrepreneur in reselling second-hand industrial plant and equipment. I went into the world of investment, and for 25 years now, I've been in the investment sector, in investment funds. I met Johannes Huth some years ago in that context. My adventure started with him way back then, and it's with great pleasure I would join your board. I've got industrial experience too as being a shareholder in another company in this same industry.
It would be a pleasure for me if you put your trust in me. It'd be a great pleasure for me therefore to work with the members of the board of Imerys.
Thank you. Thank you very much, Johannes, and thank you, Michael. You both are excellent French speakers. Thank you for introducing yourselves. As chairman of the company, I'd like to thank Annette, lady Chair of the Appointments and Compensation Committee and member of the strategy and sustainable development committee, who previously worked in the audit committee, belongs to the board. I'd like to thank her for all the work she put in all the years she spent within the board, within this company. I'd like to thank you, Annette, for your commitment, your devotion, and your contributions to the board.
You're active in other companies too. I wish you a successful future. I'd like to turn also to Ian Gallienne, a member of the board. He's not with us actually physically today. He was with us when we were working this morning and over lunch on important matters for the group. I'd like to thank him for the 16 years he spent within our board. He discharged his duties for 16 whole years. I'd like to thank him for his valuable contributions, his vision, and the role he played in the proceedings of the board and the development of the group. Once again, thank you, Ian Gallienne, for your contributions and your constant devotion to the development of this fine company. I'd like to also turn to Martin Doyen, member of the board.
Extend our thanks to him for his contributions to the proceedings of the board during his term of office too. At this point, I'd like to also say that following these developments that are proposed to you, subject to those developments being approved, your board would then be composed. There's music in the room, says the chairman. That's nice. The board would then be made up of 10 directors. The board's independence rate, if you vote on the resolutions in question, would be 62.5%, which is higher than existing recommendations for a company with a controlling shareholder, with a core shareholder, that is. Regarding gender diversity, with 3 women out of 8 directors, excluding directors representing employees, the company meets the requirements for balanced representation on its board between men and women.
You can stay with us, Annette, if you like, or you can go back to your seat as you like, wherever you feel comfortable. Anyway, I'll give the floor to Emmanuel next, who will pursue with the reading of the different draft resolutions.
Thank you. The 15th resolution concerns the ratification of the transfer of the company's registered office currently located at number 43, Quai de Grenelle in the 15th arrondissement of Paris. The relocation would be to number 7 to 11, Quai André Citroën. Also on the 15th, says the chairman. Yes. In the 15th arrondissement of Paris, which would be effective as of September 2026. This decision by the board is part of an initiative that's aimed at providing the group with a modernized, sustainable work environment that is fully aligned with its values.
This new headquarters is intended to be a space that will foster collaboration, cooperation, innovation, and cross-functional cooperation among our teams. Subject to the approval of this resolution, the article of association, of course, will be amended accordingly. The 16th resolution concerns, as usual, the re-renewal for another 18 months of the company's authorization to repurchase its own shares for a new term of 18 months. Therefore, the objective of this new share repurchase program, the objectives are displayed on the 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 as of January 1st, 2026 or 5% in the case of shares acquired by the company for the purpose of holding them and subsequently delivering them in payment or in exchange as part of a merger, spinoff, or contribution. This resolution provides that the board of directors may not exercise this authorization during any period in which a public offering of the company's securities is in progress. Finally, the seventeenth and final resolution is intended to grant the powers necessary to carry out the legal formalities following this meeting.
Do you have the docket?
Thank you. I'd like to now invite Monsieur Pierre-Olivier Etienne to join us. He's there. He's a signatory partner in PricewaterhouseCoopers Audit, speaking on behalf of our joint auditors. I'd like to invite him to present the reports issued in respect of fiscal 2025 regarding the company. Thank you. You have the floor, sir.
Thank you, Mr. Chairman. On behalf of the joint statutory auditors, PricewaterhouseCoopers Audit and Deloitte & Associés, I am pleased to report to you on the performance of our audit for the 2025 fiscal year. We have issued various reports as required by law. Our reports cover the financial statements as well as related party agreements. Although this is not the subject of a corresponding resolution to be put to a vote later on, we've also issued a sustainability information assurance report.
In accordance with the customary practice of this meeting, I'd like to summarize the terms of our various reports, which have been made available to you by the company and are included in the 2025 Universal Registration Document, or URD. Regarding our engagement on financial matters, we've issued reports on the auditing of the group's consolidated financial statements, as well as the annual financial statements of Imerys SA as of December 31st, 2025. In accordance with professional standards, the objective of our work was to obtain reasonable assurance that the group's consolidated financial statements prepared in accordance with International Financial Reporting Standards, IFRS, and the annual financial statements of Imerys SA prepared in accordance with the French GAAP, were free from material misstatements. To this end, we performed our coordinated audit work at the group's principal subsidiaries.
Our approach is tailored to Imerys' organization, its specific characteristics, and the risks identified based on both quantitative and qualitative criteria. This approach also takes into account the principal events and transactions of the period. In our report on the consolidated financial statements, we draw your attention to three key audit matters to which we paid particular attention. The first concerns the assessment of the recoverable amount of goodwill. The second relates to the assessment of provisions for the decommissioning of industrial sites and the rehabilitation of mining sites. The third concerns the assessment of the financial consequences of the litigation related to the talc situation, the talc entities in the U.S. With regard to the annual financial statements of Imerys SA, the key audit matter concerns the valuation of equity investments.
Without qualifying our opinion, we draw your attention to the note application of ANC Regulation number 2022-06 on the modernization of the General Accounting Plan in the notes to the annual financial statements which describe the effects of the change in accounting policies related to the first time application of this regulation. We've also focused on verifying the accuracy of the management report presented by your board of directors with respect to the accounting and financial information contained therein, information regarding compensation and benefits paid to corporate officers, and finally, information regarding corporate governance. All of our work and our detailed conclusions were regularly shared with your group's audit committee and the board of directors. In summary, having the necessary resources to fulfill our commitment to you, we have issued an unqualified opinion on the parent company's financial statements as well as the group's consolidated financial statements.
With regard to our special report on related party transactions, we state in the first part of this report that we have not been notified of any new transactions to be submitted for your approval. In the second part of this report, we note that an amendment to the agreement for the acquisition of the SNB Group was signed in February 2025 and that this amendment had been approved in advance by your board of directors in December 2024. Finally, regarding our engagement on sustainability-related information, we've performed the necessary work to provide you with limited assurance on the following three areas.
The compliance of the process implemented by the company to determine the sustainability-related information to be disclosed in accordance with the European Sustainability Reporting Standards, the ESRS. The compliance of the sustainability information included in the management report with the ESRS. Finally, compliance with the disclosure requirements set forth in the taxonomy. Upon completion of our work, we did not identify any material errors, omissions, or inconsistencies in any of these three areas. Ladies and gentlemen, shareholders, Mr. Chair, thank you for your attention. Thank you.
More generally, I'd like to thank the statutory auditors for having accompanied us through this whole period, which results from many exchanges between our teams, and I'd like to thank you for that.
Before proceeding to the vote on the resolutions, I'd like to inform the meeting that we have not received any written questions prior to the meeting. According to normal practice, I'd like to invite the shareholders present in the room who would like to ask us to ask us questions, and there are microphones that will be available to you to ask any questions you may have. You have the floor.
Yes, sir. Mr. Chair, Patrick Hermen, shareholder for 1 year only. I realize I have the same initials as you. It's okay. We can survive it. Welcome to the club. Given the extensive activities in health, mobility, industry, and equipment electronics as well, I didn't see the semiconductor materials that are in your panel of activities. Having activities in 136 country, isn't hard to manage?
There aren't that many groups in the CAC 40 that have that big a geographical coverage. Is that not hard for the group to handle that many countries? When you look at the ratios, like EUR 25 million per country. It's just one question I had. The second question, having to do with long-term share ownership that we're gonna be voting for the general director, 65% of his shares are profitability-related. I don't understand if the criteria were based on the figures of 2025, which are bad, so it'd be pretty easy to respect and or if it's on the average of the other groups in the area, in materials, in which case it wouldn't be hard to fulfill that. Could you enlighten us about that?
Third point, which is a comment, why not hold the general assembly in the new headquarters in the Citroën Park next year? Thanks for your answers.
Thanks for the question. I'll start by the more original. In terms of semiconductors, indeed, the group delivers in semiconductors via a joint venture, a co-enterprise called The Quartz Corporation, which produces high-purity silicon, which is used to pure silicon wafers, photocells or semiconductors. It's a 50/50 partnership with a Norwegian company. Since, according to accounting rules, we cannot consolidate that. This joint venture of companies which are more or less EUR 200 million, I think. EUR 200 million yearly with a very good level of profit around in 2025, it was EUR 630?
Globally.
Globally, yeah. It's not consolidated. That you're only authorized to consolidate if our share was more than 50%. For that reason, we do not speak about it in the document you have in front of you about the semiconductor or solar markets, because in truth, we don't have the figures in that activity. It is present. It's very important to us. It's a beautiful company, and it's important to us. Second question, 136 countries. Imerys is present in 38 to 40 companies as production sites, so much less than the 136. That includes the sales. In those 136 countries, it's true, but often it's just a container that's sold from France for Zimbabwe. It leaves from here, but we don't actually have a presence or activity in 126 countries.
Certainly, in the 40 where we have production sites, we do. In places such as South Korea, we don't have an industrial location, but we have a very active presence and physical presence with the Imerys. I think it's probably not more than 50 countries, and sales are in the 140, some 140 in the world. Industrial minerals go everywhere and have all applications, and they're necessary all around the world. In terms of the means of distribution is adapted to the actual volume encountered. If somebody buys a container, which we may refuse because they don't have the right organization. It could be just an export system. Compensation of the general director, by definition, the general manager is always paid too much.
If I try to be serious about it, the way in which the compensation is determined, is calculated as a function of the performance of the 3 upcoming years on the variable part of pay, right? And this is measured objectively in terms of objectives. We try to streamline that, but that's the way it works, and it's been working very well, in fact. When times are difficult, I can assure you, the pay of general manager feels that right away. Next year, you'll have the opportunity to observe how it moves over time, and I think that the system is quite well done. In terms of the location of the next assembly, headquarters will be 100 meters away. We're gonna see where exactly we do it.
That I can't give you bad news to managers today, but we're in the neighborhood. We're gonna do for the best.
Thank you. Yes, sir.
Alfred, individual shareholder. You announced a strong depreciation of goodwill in the refractory and abrasive activities, and you announced at the beginning of the year the acquisition of in the U.S., which is in that activity. It seems to be an apparent contradiction. Could you help us understand why we're gonna buy a company and why not invest in an activity that's more buoyant, such as one in my country, which is supporting the actual share value?
I start with the end. We're investing a lot.
Between the 20 and 25, we built 2, 3 in Switzerland, 3 lines in Belgium, and a 4th one in Belgium. I'd say EUR 15 million, EUR 25 million, EUR 60 million, EUR 60 million altogether. We invested EUR 200 million to double our capacity in the 2 main markets, so black, carbon black and synthetic graphite to work in batteries. If today, and we, as we announced 2 weeks ago, we can have organic group of 11% by the end of 2026 or 8%-10% last year, it's because we invested a year or 2 ago, thankfully. Thankfully that this board and your shareholders supported the project and invested.
I think that we have the capacity to cover at least the next 3 or 4 years, depending on the speed at which we are growing, but at least 3 years, maybe 4. I think by 2 years, we're gonna start thinking about the next expansion or extension of capacity. In the 2 sites where we're at full capacity, we basically have to find a new site for production elsewhere, probably in Asia. Most batteries are produced over there anyway. Obviously, to get back to the first question, depreciation, that's really an accounting point, and the value in the books of the Imerys in RAC, which has served in the past 5, 10, 20 years ago, and accounting value is not proportionate to the value of the activity today. What has really impacted the activity?
We're the highest consumption of energy in the group, especially in electricity and gas. This business has suffered a great deal from the inflation of the cost of energy in 2023 and even today, which placed us in a competitive disadvantage compared to Asian producers, typically Chinese, which won a lot of market share in 2023 and 2024. We asked for some protection to the European Commission. We are counting on the anti-dumping legislation with 3 or 4 European producers that was given in July. It was granted in January, on the 16th of January 2026, the European Commission reduced the protection. It's less than half of the imports are not protected, they are free. They limited the rate of tariff.
This helped us to understand that those that led this activity in the past, it's gonna be difficult if not impossible 'cause the precedence of the Chinese and Chinese materials which are cheaper. For that reason, mechanically, the value in the books doesn't represent the actual value of the activity today, and that's why we took the action of depreciating that. The idea is we're going to do a lot in 2022, 2023. These were lock of net market share starting in 2024 with the reduction of cost. It's come back. We've become more competitive. Last year, it was more competitive. We're in organic growth in the third quarter and the fourth quarter in 2025, and the first quarter in 2026.
Today, and I hope with the crisis in the Middle East, that's not going to change much. Today, in terms of the cost of energy and the normal cost of energy in Europe, we can fight against the Chinese competitors. To add to this, we made an acquisition in the U.S. because the U.S. is the most dynamic market, after all. Dissimilar to the Europe, the tariffs in the U.S. are extremely protective. There's a very strong pickup in local production of ceramics, of steel, and aluminum, and so forth, which should normally help us. Specifically in this business, we're expecting a lot of growth, which is going to require refractories and abrasives in U.S. markets. Should be able to. We have a I think we paid a very interesting price for this acquisition.
The problem was raised of competitiveness in the industrial base and has been raised for quite some time in Europe. We waited in Europe. We had hoped that the barriers and tariffs. It was basically only partial, and that's why, unfortunately, we had to depreciate things which you observed.
The interpreter can't hear the question.
We hope in this new, the new player is going to be joining us, and we'll be able to close very soon theoretically.
Yes, sir. You'll be right after.
Individual shareholder. In your presentation, you spoke about that despite the decrease in the dividend proposed today, your distribution didn't vary that much. I deduce from that if the net consolidated results went down, when you look at the attribution of the social result, it stands at more than EUR 1 billion, the carryover.
Is there not an exception to the rule here having to do with the policy of distribution?
the level of distribution compared to the results. Could you put up slide number The one dealing with this particular issue? Which was it? Which number is it? Just after Mr. Dazza. 26 or 25. Let me have a look. Sorry to do this exercise. You have here the figures, sir. There's no magic in these figures. You can see that the distribution rate, we historically stood around 45, 50. We stayed on that, and indeed, we had EUR 44.075 compared to EUR 173, which you have there. This is also consistent with the pressure on the cash flow that we're subjected to at the same time. I believe that it's bad performance.
I'm not gonna explain if you go from 45 to EUR 0.75 is not great. Otherwise, you'd Maybe with the carryover amount statutory, but in fact, it's a bit more. Our policy is to make sure that in the holding company we have enough carryover from an accounting point of view to do the dividend that's decided by the shareholders. To have to decide for the amount of the dividend, which is much relevant to look at the, at the P&L of the year rather than the financial statutory financial statements. It's the P&L. Ladies and gentlemen, Olivier Elise, individual shareholder for the last 3 years, but it's been longer that I've been following the company, Imetal, which became Imerys.
I have 2 questions. The first has to do with the dividend.
It might give the impression that it's kind of the same thing that was just asked, but the question is going to be expressed differently. The second question has to do with perspectives. You went over your performance in the first quarter. I'd like to talk about perspective. About the dividend, if I've understood properly, in describing the changes of indebtedness of the company, you spoke about the change in debt after payment of the dividend. Obviously, there's a carryover, but there's cash. Could you detail, and don't be afraid to get into details. Could you go into the detail in which you finance the payment of the dividend? In particular, when you're accusing, you're talking about bad financial performance. The second question about perspective.
You talked about the first quarter, which is logging an increase of activity of 0.7% on average. You referred to the contrasted aspect because in March, perhaps, you might have noticed it, really was a beginning of a kind of a slowdown. Could you perhaps give us the details, the way in which you felt the change in the market as time went by and as week after week in the second quarter is moving forward? Thank you in advance.
Thank you, Mister. Can you deal with the first part? About the first aspect about funding of the payment of a dividend, there's not really any allocation of certain resources. I think we can look at the slide that talked about the change in our net debt.
Ultimately, Imerys is generating an operating cash flow, which makes it possible to cover financial expenditures and to cover the dividend. Factually, when you look at the performance in 2025, indeed, we had the increase of EUR 100 million in indebtedness. Clearly for 2026, in terms of perspective, that is a, it's an attention point for us. As we indicated, you have to bear in mind that our operating cash flow in 2025 was impacted by our strategic investments in lithium. Today we have a minority shareholder, which makes it possible to minimize that point. We also had increasing working capital requirements in 2026. This, so this would lead us to believe that the dividend is gonna be more contained.
The chairman. You can see on this slide before us that fiscal 2025 reflects obviously pressure on the accounts. That is self-evident. Look at the debt, the EBITDA, the net debt, with respect to the equity. You see the figures here. I mean, they speak for themselves. The total debt, the total net debt going to EUR 400. You see the figures. The fiscal year was difficult. Indeed, it was in terms of our accounts, in terms of our leveraging and the cash flow, of course, as well. Could I add something, Alessandro Dazza?
Well, in 2026, we won't have the expenditure in 2026 like we had in 2025 with lithium.
We have a financial partner that will fund I mean, with the stake of partners, we'll have the monies so as to bring us right up to Q1 of 2027. You know, that's lesser CapEx for us in this year compared with the previous year. The other thing is that in 2024, in terms of our joint venture, you know, we had about EUR 70 million worth of dividend paid up to us that didn't come in 2025 because we had to fund the expansion of capacity in the joint venture. Now, that's been completed. It's all paid for in 2026. We should hopefully have distribution of dividend to Imerys again from that joint venture. Those are the two main reasons that would give us hope that the operating performance will look up in 2026.
The cash generation, the cash flow, and the debt situation of the company. Regarding the prospects going forward, concerning our business, well, the first quarter of this year got off to a weak start in January, got better in February. March was very good. It was very strong. It's counterintuitive in a way. It was the start of the war, that's the way it was. April, well, we haven't totally closed out for April. We're faring pretty well in April. We see direct clear impact on our cost. That's energy costs in particular, you know, that we have to pass on to the market in terms of price increases. I'm not too worried about that. We have a business reduction that might be EUR 5 million of revenues less per month.
There's a site in Bahrain, for example, that we're discontinuing. We're not selling much in the Emirates and Saudi Arabia and so on right now. You know, there's a slowdown, not to say a total stoppage. There's still about fif- you know, there would be that downturn in revenues per annum. In Europe and Asia and the U.S., we're holding our own. The markets are holding their own. The open question, the open-ended question is this cost increase that becomes a price increase passed down, you know, by Imerys to its customers, it'll lead to inflation on the markets. When there's inflation like that in price on the markets, will it slow down the economy in general? I mean, the construction market, investment in cars. Is there a risk that interest rates might go up as well?
More generally, political disorder, says the chairman, that might have consequences on demand in certain markets.
I'm an individual shareholder for quite a long time. I'd like to talk about lithium mining. We haven't heard much from you about that. I think the French president went down to the site. Yeah, about 10 ministers and lots of prefects as well. "They were all there," says Mr. Kron. Lithium. I have doubts about lithium myself. I mean, look at CATL, the Chinese, they brought out a sodium battery with exceptional performance. Sodium costs not much compared to lithium. I have misgivings about the future of lithium, the advantage of opening a lithium mine. You're looking for allies to do the mining. How far has that got? Have you found partners?
The lithium price globally is about, what, EUR 7,000-8,000 per metric ton. At what price would you be producing the lithium from your mine? According to what I've heard, you know, we would be far off those values. In the criteria you mentioned, you talked about Chapter 11. Are these proceedings in the U.S.? Is to do with Talc, is it? The situation was frozen regarding Talc because this was one of the criteria for the remuneration of the CEO. Could you tell us how far you've got on that? What's the current status? Thirdly, you missed some of the criteria regarding ESG in the performance of the company. I think companies are here to earn money whilst respecting ESG criteria, not the opposite.
I mean, you're changing the ESG criteria, I think is just smoke and mirrors because of the results that aren't brilliant. Well, I'll talk about the last point you made, the criteria, the ESG criteria. If you've been with us for 40 years, you'll know that there were people sometimes at our meetings who weren't very happy about ESG as managed by the company. You can be in mining in the world if you use responsible means to operate your mines, and that's what we do. Subject to correction by anybody if I'm wrong, I don't think there were any changes in terms of the relative weight of ESG criteria and the remuneration of our corporate officers. That hasn't changed. It's still around 15%, isn't it? It has not changed. My colleagues confirm that.
Chapter 11. That's a procedure in the U.S. It's the bankruptcy proceedings in the U.S., Chapter 11. You file under Chapter 11 in the U.S. for bankruptcy, and we're hoping to get out of those proceedings as quickly as possible, as best possible. It took 3 years before the courts, you know? It's taken ages. We're awaiting the answers to be handed down by the courts, the decisions. You know, it's still underway. It hasn't been concluded yet, the talc litigation in the U.S. Mr. Dazza, on lithium, technologically speaking, we would purchase studies on the market that tell us that lithium-based technology will remain the basic technology for the upcoming 20 years for several reasons. The first one is that lithium was developed as a technology for batteries 25 years ago.
I mean, you can do things in a lab, but you've got to go industrial scale with other solutions, and that's not going to happen for years and years. If something's discovered today, it won't be operating cars straight away. The next point is lithium is expensive. Sodium is like your table salt, but it's 4 times heavier. 4 times. It weighs 4 times more. I mean, if you, either you have a battery in your car that's 4 times heavier, so the car will hardly move, or else you'll have 4 times less energy, one-fourth of the energy. You'll do 100 kilometers instead of 400, you see? Or your telephone that has a lithium-ion battery, it'll weigh 4 times more. I don't think you're going to walk around with a very heavy-duty telephone in your pocket. Sodium technology exists.
It's going to develop all right. They might find a niche market in energy storage maybe. You know, static batteries connected with homes to do solar power, things like that. You know, that might work. If it's 100 kilos or 400 kilos, it won't make a difference if it's in somebody's cellar to give them power. There'd be a niche market there maybe that might move to sodium. Cars, trucks, airplanes, mobile phones, mobility, if it's got to move around, it won't work on sodium. Just won't work. It won't be efficient for purely chemical reasons. It's the lightest metal that exists. I mean, if you look at the logarithmic table of elements, you'll see that. Regarding the EMILI Project then in France, it's EUR 7 or EUR 8 per kilo. That's the price that's been announced.
You're right, the price of lithium went down to 10 or 9 last year. In December it went up to 20. Now it's EUR 25. EUR 25 per kilo. That's the current price. If we produce at a price between EUR 7 and EUR 8, if we were to productionize now and the price is at EUR 25 for the selling price, we would earn a fortune. Unfortunately, it'll take 5 years development time. There's a big lead time attached to that project. For the moment, the current price of lithium is EUR 25. It's a massive piece of investment. You know, it's not EUR millions, it's EUR billions we're talking about when it comes to lithium-related projects, says the Chairman. As the Chairman has said, says Monsieur Dazza, we've got through the first step.
Investment of EUR 100 million that'll be required there. If it's positive, if the outcome is positive, we'll have to invest EUR 1.5 billion so as to build the mine, the concentration plant, and the conversion plant, the final conversion plant. Imerys won't do it alone. There's no doubt about that. We wouldn't have the financial wherewithal to do it. We're looking for allies or partners, as you say. Caisse des Dépôts is, you know, a partner for now, but we'll be they won't be the only partner. We'll be looking for other investors or partners to do it with us. You've seen the net debt of the group right now. We're continuing to invest the money of Imerys. It's getting more complicated, and we do need partners, financially speaking.
You want to de-risk a project like that, we need financial partners on board with us. I mean, we're talking about mining activities and you know, spending a billion and a half to develop a project. You know, there's a big gap. You've got to actually do it with others, with partners.
Okay, ladies and gentlemen, if that's all the questions, I suggest we should move forward in our agenda. I consider that we should now move on to vote on the resolutions, if that's all right with you. We will give the floor to our dear secretary, who will explain how we should proceed. If she doesn't mind.
Yes, of course. Thank you, Chairman. Before we hold the vote, you've been given a voting box as you entered the room. This box can work only if the smart card is correctly inserted.
To vote, just use 1 of the 3 keys that will be active only when the vote is open. Number 1 in favor, number 2 against, and number 3, abstention. If you make a mistake, you can press 1 of the 3 keys again. It's only the last time you press the key that we will take your decision into account. We will go through each resolution one after the other, and we'll hold the vote. For each resolution, we'll declare that the poll is open, you'll see the timer on the screen. You'll have 10 seconds to vote. After the poll is over, I'll declare that the poll is over, and you can't vote after that. You will see a reference saying "quitus" on your voting box.
That means your voting has been completed, and we've taken account of your vote. We'll have hosts and hostesses, as you leave the room, to take back your voting boxes, if you don't mind. At this point, we will vote upon the resolutions. By the way, says the Chairman, the quorum is 81.63%. That's 68,879,113 shares. We have that definitive quorum, so we are duly convened. Resolution number 1 concerns the approval of the accounts, the company's management and statutory financial statements for the year ended 31st of December 2025. Please vote now on resolution number 1. The poll is now over. This resolution stands approved. The Chairman.
You've noted that we have seasoned shareholders here because last year we gave 15 seconds for the voting process. This year it's only 10. We know you were very efficient at this. Resolution number 2, concerning the consolidated financial statements for the year ended 31st of December, 2025. The vote is now open. The poll is now over. This resolution stands approved. Resolution number 3, the appropriation of profit and setting the dividend with respect to the financial year ended 31st of December, 2025. Please vote now. The poll is now over. This motion stands approved. Resolution number 4, the statutory auditor's special report governed by Article L225-40 of the French Commercial Code on related party agreements. The poll is now open. The poll is now over. This motion stands approved. Resolution number 6, approval of the compensation policy applicable to the chief executive officer.
Please vote now. The poll is now over. This motion is approved. Resolution number seven, the approval of the compensation policy for 2026 applicable to members of the Board of Directors. The vote is now open. The poll is now over. This motion stands approved. Resolution number eight is approval of the compensation of corporate officers for 2025 fiscal year. Please vote now. The poll is now over. This motion is approved. Resolution number nine, the remuneration for 2025 of the Chairman of the Board of Directors, Patrick Kron. Please vote now. The poll is now over. This resolution is approved. Resolution number 10 on the remuneration for 2025 of the CEO, Alessandro Dazza. The poll is now open.
The vote is closed. The vote is closed. The resolution is carried. Resolution 11 on the reappointment of Stéphanie Besnier as a director. The vote is open. The vote is closed. Resolution is carried. Resolution 12 on the reappointment of Véronique Saubot as a director. The vote is open. The vote is closed. The resolution is carried. Resolution 13 on the reappointment of Véronique Saubot I'm sorry, a co-optation of Johannes Huth as a director. The vote is closed. Resolution is adopted. Resolution 14 on the appointment of Michael Ogrinz as a director. The vote is open. The vote is closed. Adopted. Resolution 16 on the authorization to be granted I'm sorry, 15, to the ratification of the relocation of the company's registered office. The vote is open. The vote is closed. Resolution is adopted.
Resolution 16 on the authorization to be granted to the board of directors to enable the company to buy back its own treasury shares. The vote is open. The vote is closed. The vote is carried. Resolution 17 on powers to carry out formalities. The vote is open. The vote is closed. Resolution is carried. Thank you.
Thank you, Emmanuel. Ladies and gentlemen, shareholders, we have finished our general assembly. It's almost 4:45 P.M. All of the resolutions have been approved. We will be publishing as soon as possible the results of this, which will be available online on the site of the company. We have finished the agenda. We now declare the session closed. It's almost 4:45 P.M., 4:45 P.M. Refreshments are available upstairs for the shareholders. Thank you once again for your participation and your interest.