SPIE SA (EPA:SPIE)
France flag France · Delayed Price · Currency is EUR
49.30
+0.46 (0.94%)
Apr 30, 2026, 5:35 PM CET
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AGM 2024

May 3, 2024

Speaker 11

Well, thank you very much, Mr. Amir. Without further ado, we're going to start our meeting, and our meeting is going to be broadcast. Thank you for being here. Together with the board, we're happy to welcome you to the general meeting of shareholders. Thank you for being here. Jérôme Vanhove, the Administrative Director and CFO, and Pascal Colbatzky, Head of Legal and Insurances, with us. I'd like to tell you that this meeting is a public meeting, and we're online on the company's website, and the recording will be online as well on our website after the meeting. Except if anybody's against, your image might be used during broadcasting. There's also simultaneous interpreting for those who'd like to listen to the broadcast in English. The time has come to open the session.

I hereby inform you that the combined general meeting of shareholders is held on first call or notice. The legal notices convening the meeting of shareholders were published within the regulatory deadlines. The financial statements, reports, and all the documents required to be made available to the shareholders have been made available in accordance with applicable laws and regulations. The documents are on the table. Please take due note of this. Time has come now to appoint the members of the bureau to check the quorum and to have a look at our agenda. I will be sharing, chairing, sorry, the meeting. Note that among the shareholders present or represented with the greatest number of vote, we have Bpifrance Investment with [Foreign language] Adeline Lemaire. The [audio distortion] , which is the fund for employee shareholders of SPIE, represented by the Chairperson, [Foreign language] Annie Biljen.

Do you accept being our scrutineers today? Thank you. Mr. Pascal Colbatzky, Head of Legal and Insurance for the group, will be our secretary today as far as the quorum is concerned. Now, SPIE SA's share capital is made of 166,907,584, and we have to deduct 390 shares to get the number, total number of shares. Given the fact that we have sometimes dual votes, the total number of voting rights is 196,056,398. The number of shares present for those present or those who voted by correspondence is 133,883,208. That is, the quorum is met because we have more than 20% and 25%, which is the quorum which is required for the validity of deliberations at ordinary and extraordinary shareholders' meetings convened on first noting. The meeting may therefore validly deliberate.

It being specified that when acting as an ordinary general meeting, resolutions must be passed by a simple majority, and when acting as an extraordinary general meeting, resolutions must be passed by a 2/3 majority. This meeting is called to deliberate on the agenda, which was communicated in the notice of the meeting provided to you prior to the meeting. We've received no new resolutions, and no changes have been made to the agenda. I therefore propose that we do not read it in full. I would also suggest that the meeting refrain from reading out in full the reports of the Board of Directors, the texts of which are set out in the Universal Registration Document or in the notice of the meeting brochure that we've made available to you in advance of this meeting.

I propose to outline them for you by presenting your group's key events for 2023.

Speaker 16

Geothermal energy [crosstalk] .

Speaker 11

As our meeting is concerned, I'll be commenting a number of highlights for 2023. Then we'll listen to Jérôme Vanhove, Chief Financial Officer, who will be presenting our financial highlights. Then I'll ask Mr. Patrick Jeantet, Lead Director and Chair of the Appointments and Remuneration Committee, to come to the lecture to present the proposals submitted to you with regard to director appointments and director remuneration. With Isabelle Lambert, the group's Sustainable Development Director, we'll then outline our objectives and achievements in the field of the environment and human capital. In particular, we'll recall our climate objectives and the actions undertaken by the company, as well as the results obtained so far. Finally, I'd like to outline the group's prospects. Then the statutory auditors will present a summary report of their various reports, and we'll be showing a number of videos as well as part of these presentations.

After these presentations, we'll give the floor to shareholders present in the room. I'd like to point out for the shareholders who are following our annual general meeting online on the company's website that they can ask questions in writing, which will be grouped by themes before we answer them. Then we'll proceed with the electronic vote and the resolutions. To start with, I'd like to show you a video that highlights the main events or the highlights of 2023.

Well, what about the sound?

Speaker 12

[audio distortion] .

Speaker 11

Well, thank you for watching the video and remaining very, very quiet. Now, the highlights for 2023, if we may. Well, 2023 was an excellent year for SPIE. We had a very good organic growth, as you can see, 8.4%, and then the margin has gone up. Better than what we anticipated and planned. The margin was up 40 basis points to reach 6.7%. Our free cash flow has reached an exceptional level with a cash conversion rate of more than 100%, and our leverage has reached a historic low. We've also managed to have faster bolt-on strategies, and we're a leader in sustainability. 48% of our revenues, or in French production, is aligned on the European Taxonomy. Now, some numbers. So, revenues EUR 8.7 billion, EBITDA EUR 584 million, organic growth 8.4%, total growth 7.6% restated from the disposals of the U.K. in 2022.

Our free cash flow is really good for EUR 127 million. Therefore, our leverage ratio is really low, historically low, at 1.2 x. Revenues from acquisitions EUR 702 million, nine acquisitions, earnings per share EUR 2.05, and the dividend recommend for this general meeting is EUR 0.83 per share. Therefore, up 13.7% from 2022. So, our organic growth, as I said, was really good through and through throughout the year. When we started off the year, well, compared to 2022, the beginning of the year was easier, and then it became more difficult during the year. All in all, 8.4%, that's our organic growth, which really shows that the markets were quite buoyant for us, and we have good positions on our markets. And also, look at the price impact.

More pricing in 2023, or rather higher prices in 2023 because the inflation rate was higher than the historic levels. Volumes are good, but margins even better. Our margins have been going up in all the segments where we operate. 20 basis points, that's for France, to reach 6.7% in 2023, which is the average of our group. 20 basis points as well in Germany. Reaching 6.6%, really close to the French margins now. And nice improvement as well in Northwestern Europe. Now, there are two aspects to this. First, the fact that we no longer have the U.K. business, which historically had a dilutive effect on the group. That accounts for part of the increase, and also, and mainly, we've improved very much in the Netherlands.

That's our historic scope that has grown, and we took over Workshare in 2022, and they joined the group in terms of the margin level, and we're very happy with this acquisition. Nowadays, we're number one in the Netherlands with more than EUR 1.5 billion in revenues. That's the third leg of our group that's very solid with France and Germany. And then the other segment, which is Global Services Energy, which is the new name of the former OGS, Oil and Gas Services, and nuclear. Well, they're up as well. So, our margins have gone up by 20 basis points as well in an environment which is more conducive for oil and gas in 2023. And the margins are historically very solid in the nuclear business. All in all, up 40 basis points. That's the margin of the group to reach 6.7% margin at group level.

So, a very good year in terms of bolt-on acquisitions. We'll start with the biggest one, which is ROBUR, signed off in 2023, and we closed the deal beginning of 2024, EUR 380 million. In Germany, which is where we intend to grow. This is one of our priorities, and part of this business is a business where we were not present. We usually don't cover industry in Germany. This is a sector that's very important. If you look at German industry, it's three times as big as French industry, and therefore, we thought we had to operate in this industry. We're good in France, in Belgium, or also in the Netherlands, and we needed to have this position, which is what we did. We're now present in industry in Germany with ROBUR, and they have another line, which is maintenance of wind farms.

That's also an interesting business for us in the future. Then there's BridgingIT. That's for information and communications systems, and ECS. It's smaller. Three acquisitions in France in networks, information, communications services, and also TechFM. As you can see, we have acquired a whole gamut of companies in France in 2023, and then two other acquisitions in the Netherlands. One which comes from Strukton, which is in the transmission distribution of energy, T&D. We're good on that market, but we'll have a stronger position because we've gained or bought extra capacity. Then Correll, which is in the U.K., but they operate throughout the world. That's to connect high voltage lines and the wind farms. It's in the former oil and gas business, and now it's called Global Services Energy, the new name for this BU.

So, all in all, if you look at our numbers and look at the SPIE IPO, the IPO that was in 2015, look at the considerable progress. Revenues gained from EUR 5.3 billion to EUR 8.7 billion, a bit up 66%. Our operating cash flow up 71% to reach EUR 629 million. The leverage is down. We were at 2.6 during the IPO. At the end of 2023, we'd reached 1.2, and earnings per share was up 64%, which really shows that SPIE's got a good positioning, and it really is we're good at executing. I'd like to thank all of our teams for what they did. All the SPIE teams, which work day in, day out with our clients. They're highly dedicated to our clients, and they're highly skilled, and that's what we see in this very good performance.

Now, before I hand over to Jérôme Vanhove, our CFO and administrative director, we have another video that'll show you the main acquisitions in 2023, and this video will be the ROBUR video. I hope we're going to have sound. Who knows?

Speaker 16

Since ancient times, the only constant has been change. One thing's for sure. Change just keeps speeding up. With the exponential change in computing power over the last 70 years, our world is transforming, well, exponentially. The pressures of digital transformation, automation, and carbon targets keep business leaders awake at night and aren't exactly the recipe for a peaceful life. How do we manage that and invest in the people we need to get the job done? Transforming your business, looking after your people, and the environment is not impossible, but it is hard. Every industrial transformation brings more specialists, more challenges, and technology always seems to be a moving target. Knowing what calls to make, what innovations to invest in, is more than one leader, one board, or even one industry can grapple with.

That's why we created ROBUR, to bring together the specialists, to integrate the expertise you need to transform your operations for the challenges of today and keep transforming in readiness for tomorrow. From planning and realization to maintenance and operation to relocation and decommissioning. From digitization and automation to enterprise asset management and data insight. From 5G to cobots and AGVs. ROBUR delivers more than industry service. We help you navigate change by helping you to maintain assets that are always ready for it so you can deliver on your business goals ethically, sustainably, profitably, and get some sleep at night. That's ROBUR, peace of mind.

Jérôme Vanhove
CFO and Administrative Director, SPIE

[Foreign language] .

Good morning, dear shareholders. Now, I'll talk you through the main highlights for financial year 2023. There we are. We will start with revenues at a bit more than EUR 8.7 billion, therefore, total increase of 7.6%. This total increase is mainly due to our organic growth, +8.4% for this year. Then, total growth is slightly lower than that number due to the deconsolidation effect of our U.K. business, EUR 250 million, more or less, in terms of revenues in 2022. Therefore, the impact was a -3.1%. But we acquired as well companies in 2023 to the tune of 2.4%, and therefore, total growth 7.6%. EBITDA at EUR 584 million, which means an improvement of our EBITDA margin by 40 basis points, as our chairman said.

For the full segment, 20 basis points and a bit more as well if we look at the Netherlands, and that also factors in another effect, which is the accretive effect of the fact that we disposed of our U.K. businesses to the tune of 10 basis points if we look at the overall improvement for financial 2023. Adjusted net income reached EUR 344 million, therefore, up 14%, which is quite in keeping with the fact that our operating EBIT or EBITDA has gone up as well. Net income, therefore, was at EUR 239 million, a sharp increase, almost 60%. And you might remember that in 2022, the book loss was due to the exiting of our business in the U.K., and this weighed on the net income in 2022. Now, back to the P&L or income statement and the EBITDA. First, the cost of the financial debt.

Well, we have a moderate increase, 9.6%. That's mainly due to the fact that we've reduced our debt during the financial year, as we will see later on, but also, it's due to the very structure of our debt. The gross debt structure is with fixed rates mainly, or if it's variable rates, they're hedged partly. And therefore, during this year, when we saw a quite sharp increase of interest rates in the short-term or mid-term interest rates, we managed to contain the increase of the cost of debt. Then, if we look at other financial expenses, there's a sharp increase, and this includes the interests connected to the pension schemes we have mainly in Germany. The increase in interest rates triggers an increase in the expenses that have increased more than twofold in 2023.

If we look at the like-for-like basis, in 2022, we had net gains in terms of exchange that were higher than usual, and these gains and losses look neutral in 2023, and that's why we have such an increase during financial year 2023. If we look at the adjusted income, 9.7%. If from that we deduct the normative tax level on the basis of our normative rate, which is not far from the effective rate, what we get is an adjusted net income of EUR 344 million for fiscal 2023. Therefore, up 14% again, very much in line with the increase in our operating performance during the same period. We will now have a look at our cash flow. As the chairman said earlier on, our cash performance is quite exceptional for this year. Our cash flow from operations is at EUR 629 million, therefore, higher than the EBITDA.

This is measured on the basis of a cash conversion rate, and the target each year is 100%. In 2023, we had a cash conversion of 109%, and we also managed to correctly manage our working capital requirement, and at the end of December 2023, the structure of our WCR was improved with a reduction in the number of payables and a reduction in the number of days for bills that we need to issue, which each year is a very important objective to meet. On the basis of this cash flow, EUR 170 million of cash outs for the taxes to be paid, so EUR 97 million, more or less, EUR 96 million, and the debt and interests paid on the debt. Therefore, all in all, the free cash flow was at EUR 427 million for the year, which is a record high.

I think that SPIE's never gone that far, and in terms of capital allocation, with this, we managed to buy companies. That's external acquisition. There were EUR 196 million that were cashed out during the financial year. Two of these transactions that we mentioned last year will be closed only at the beginning of 2024. And of course, the dividend, EUR 128 million, which means that with all that, we've reduced the net debt by EUR 130 million, more or less, during the financial year, and this to reach EUR 793 million on the 31st of December 2023. Then, we measure the leverage ratio. That's to measure the debt.

That is, it's EBITDA during the period, which is a pro forma number, and given the good performance, we've reduced the ratio to a historic low with 1.2 x, and I think you've heard us before when we were saying that the maximum was 2x, is what we wanted, between 1.2x and 2x. That's the room for maneuver. We have to continue and buy out companies, and these will be self-financed. As I said, the ratio is 1.2 x at the end of December 2023, if we set aside the impact due to the cash outs for two of the acquisitions announced last year, ROBUR in Germany that we've just presented, and Correll. That's the wind business for our segment, which is the former oil and gas segment.

Therefore, it goes without saying, if we look at 2024, as you will see, we will see again an increase in the leverage ratio. Then, let's have a look at the balance sheet and structure of our debt. As I said before, 80% of the gross debt and the vehicles issued by the group are with fixed rates, only 20% floating rates, and in 2023, what we did is that we issued a convertible bond, an ORNANE bond, that you can see on the right-hand side. This is mainly what we've changed in the debt structure, and with this, we've reimbursed a year before the revolving debt that we had on the balance sheet by EUR 600 million. Therefore, we've reduced the gross indebtedness of the group during the period.

There's no need to go through all the benefits of the ORNANE bond, but with this, we have a very low coupon at 2%. Then, the level of cash at the end of the year is really high, EUR 1.7 billion, more or less the level we had the year before, EUR 1.7 billion, which is going to be very useful, mainly if we look at 2024 when we'll have to cash out some sums due to the M&As that we're thinking about, the ones we announced, and I hope there will be more. On that basis, we've had a better rating. That's Standard & Poor's and Fitch, and today, we're rated BB+. And finally, the dividend that we recommend that you'll be voting on, up 13.7% for 2023, therefore, EUR 0.80 per share.

We paid out an interim dividend, EUR 0.22 in September 2023, so the rest will be paid on the 16th of May 2024 and the coupon on the 14th of May 2024, so EUR 0.83, because that's what we've always done with our dividend policy. That is the equivalent of 40% of the adjusted net income per share. Thank you very much for your attention.

Speaker 11

Thank you very much, Jérôme. Now, I'll hand over to Patrick Jeantet, the Chair of the Appointments and Remuneration Committee.

Patrick Jeantet
Chair of the Appointments and Remuneration Committee, SPIE

[Foreign language] .

Good morning, ladies and gentlemen, dear shareholders. As every year, the Board of Directors considered the compensation of the Chief Executive Officer for 2023 for the variable part of the compensation. The criteria for the year 2023 did not change compared to 2022. You have two parts. You have quantitative criteria. EBITDA, we look at the EBITDA compared with the budget. The target is 30% of the fixed compensation, and in light of the outstanding performance, well, the CEO outperformed to 40.4% on criteria one. Criteria two is cash flow as measured against the budget. The target is 30% of the fixed part of the compensation. There was, again, he outperformed that because, well, you had a maximum of 60%. The third criterion is the, well, in acquisition, the volume in terms of revenue, and then the quality of integration into the group. That's ex post.

So the target there is 10% of the fixed compensation, and here we are at 9.5% of that. So all in all, the quantitative criteria are up to 109.9%, above target, but below the maximum, which is 141. Then, you have the qualitative criteria, individual objectives set out by the board on such issues as CSR, the work of the members of the executive committee in relations with shareholders and financial communication. Now, that's qualitative, so you cannot overperform there, and there, you have 25 out of the 30%. That is what's decided by the board. So all in all, the variable part is 134.9%, so that's applied to fixed compensation, EUR 850,000, so the grand total is EUR 1,146,650. That's 2023. 2024 now, the fixed compensation for the CEO had been increased to EUR 800,000, so that was an increase of 6.25% initially.

That amount, EUR 850,000, was supposed to remain unchanged throughout the term unless there were changes in his duties or a change in general economic conditions. So the compensation for 2023 remained unchanged at EUR 850,000, even though there was significant inflation, both indeed in 2022 and 2023. The board said that should high inflation remain in 2023, well, then the fixed annual compensation would be reconsidered, revisited in 2024 with a sense of being more fair in line with that. Now, we found that inflation, indeed, in 2023 was upwards of 5%. Then, there was an acceleration of the business, indeed, significant growth, as the CEO pointed out. There was, because of external growth, that made a significant contribution in H2 with the ROBUR and other acquisition, both, of course, meant both in terms of scope and revenue. That made a big difference.

In any case, for all these reasons, the Board of Directors felt that the annual compensation should be adjusted to EUR 900,000, up 5.89%, so that amount would be slightly above the median compensation, that is, for the fixed part in a benchmark, but that should remain unchanged until the end of the term set out in May 2026. Regarding the variable compensation, what we propose is to adjust the criteria to give more significance to the issue and more transparency to the issue of safety. It's not just looking at weighting the EBITDA, but here, you have a criterion that is independent of financial criteria in the quantitative part. So that will be 5% of the target compensation. It will be worked out on the basis of two criteria equally accounted: the total recordable case frequency rate and the lost-time injury frequency rate.

These are indicators that the board and indeed our company as a whole have been monitoring constantly, and that is well accepted by the profession as a whole. So there's a lower, a median, and upper scenario. We'll see how the safety indicators perform, and of course, the idea is to improve safety by 2% a year based on these two criteria. So this variable part, and so the quantitative part rises from 70% to 75% if you add in this safety criteria, and then conversely, the qualitative will come down from 30% to 25%, so the target remains 100%. If you do away with that qualitative criteria, that is, relation with shareholders and financial communication, that criterion, that seems no longer relevant. That indicator was introduced during the IPO. That was about 10 years ago.

Now then, we also increase the weight of ESG criteria to reflect, of course, the significance of our ESG strategy, which we'll present in a few moments. So the variable compensation for 2024, quantitative criteria, 75%. You have four criteria: EBITDA, cash flow, external growth, just like this, here indeed, but then you have this safety criterion, and the qualitative criteria that only account for 25%. You have CSR, risk control, and then succession plans for our key managers. And then, you have the next issue, and that is the compensation of directors. The structure, the present structure for the compensation goes back to 2015. That's when, again, the company was IPO-ed, and we felt it was relevant to look at that compensation in line with common practice in 2023. And so what we found, well, we worked with consultants to produce a benchmark, and what we found was this.

There's been an increase in the number of meetings of the board and its committees, and the meetings themselves lasted longer than in 2015 because of an increasing workload, especially because of CSR. And then, we have the number of annual meetings is on the upper bracket of that benchmark. Among our peers, there is very often a lump sum per meeting, and that gives a better correlation between the compensation, the number of meetings, and attendance to these meetings, attendance of these meetings. Then, the compensation of the chair of the audit committee is well below the benchmark, and then you have a budget for the board meetings, and that is, again, the compensation is well below what we find in our peers. So we decided to revisit the variable part of the compensation of the directors. That is capped.

We also are revising upwards the compensation of the heads of committees, especially the audit committee, better transparency on the compensation of specific amounts given to chairs of committee and the lead director, and then there's an increased budget for the board itself, taking on board a new compensation policy, but also, we can add in a new director should the board wish to do so. So that accounts for this bigger budget. So this is what we have for the directors. You have a fixed amount, which is 40% of the total, which is EUR 24,000. That remains unchanged. The variable amount is now 60%, so a maximum of EUR 36,000. That means it would be now EUR 4,000 per meeting of the board with an annual ceiling of EUR 40,000, EUR 2,000 per meetings of the committees, then capping EUR 12,000 for the audit committee, EUR 8,000 for the others.

Chairing the committee would be EUR 10,000, EUR 18,000. That was EUR 10,000. It would be now EUR 18,000 for the audit committee, EUR 12,000 for the others, and then for the lead directors, it's now capped at EUR 90,000. It was EUR 90,000, both parts included, including chairing of a committee. Now, you have EUR 20,000 for specific missions of the lead director, and if that director is also chair of a committee, the maximum would be EUR 112,000, provided that chair of that committee attends all meetings of his or her committee. Now, there was a question. A number of investors were wondering what happens at the end of the term of the CEO, that is, after the AGM of 2026. So the Board of Directors takes great care at looking who will step in, and all members of the exco and the CEO in particular would like to see what the plan is.

It seems a bit early days now. We're only halfway through that term, a bit early days now to communicate on that. So neither at this AGM nor next meeting will be addressed this issue, but we will, of course, be addressing this in 2026, and the board is working on this right now. Thank you.

Speaker 12

[Foreign language] .

Speaker 11

Thank you, Patrick. So ladies and gentlemen, dear shareholders, as you know, the climate issues and the energy transition, these are major issues, and SPIE has been very much involved in this. Before giving the floor to Isabelle Lambert, who's in charge of sustainable development, let's watch this video telling you about what is at stake and what SPIE has been doing this to meet the challenges.

Speaker 16

Today, there is a serious alert from the largest system that concerns every one of us: our planet. The climate warning light is on. If we do not act very quickly, this light will stay red, and it will be too late. SPIE's objective is simple: to be part of the solution. As a specialist in technical systems, we are strengthening our action in favor of a less energy-intensive society that limits global warming and contributes to our energy independence. We're helping our customers to reduce their energy consumption and carbon footprint in all the European countries where we are established.

We're doing this by modernizing buildings and facilities with high-performance technical and energy management systems and carrying out efficient maintenance, extending and strengthening electricity networks, and directly providing our customers with access to low-carbon energy, implementing responsible digital services, installing charging stations for electric vehicles, modernizing public transportation, and delivering traffic optimization solutions. We also ensure that these virtuous approaches apply to ourselves by reducing our own carbon footprint thanks to the rapid electrification of our large vehicle fleet and collaborating with our suppliers on climate action. This is part of the company's sustainability roadmap, which includes two other long-standing priorities within SPIE: the protection of human safety and promotion of gender diversity. Awareness of environmental and social issues is growing on all sides. Coalitions of interests, including customers, suppliers, and investors, are following this same path of transformation. We are only at the very beginning.

Alongside them, SPIE employees are working and innovating day to day to deliver energy transition solutions for a more sustainable Europe, now.

Isabelle Lambert
Sustainable Development Director, SPIE

[Foreign language] .

Good morning, ladies and gentlemen. Let us look at our performance in terms of sustainable development. As you were able to see in the movie, our main performance is that we are close to the customers, and we help them reduce their own carbon footprints. That is what we've been doing. That's what we've been measuring since 2019 using the European Taxonomy, and you can see that part of our revenue is indeed in line with the Taxonomy criteria from 35%-48% by the end of 2023. And as you can see, we're working on a number of lines. The most significant one is what we do to improve the energy efficiency of buildings, of a number of manufacturing processes. Then line number two is what we do to improve the energy mix with a lower carbon footprint on energy grades, on electricity grades using renewable energies.

And then number three, we work for mobility with less carbon footprint there. So we're talking about either individual mobility or public transport. So here, you have a few typical examples. You have substations that connect renewable energies to the grid. Then you have lighting. When you have LEDs instead of standard bulbs, you save 60% in energy. And then recharging stations with the e-Vadea network. We'll see a video of that later on. And then we also try and bring the carbon footprint down in line with the provisions of the Paris Agreement. So in a matter of five years, we're supposed to bring our carbon footprint down by 25%, and we were already at 10% by 2023. Now, we're not moving completely in line with our objectives because most of the carbon footprint is due to our fleet of vehicles.

We're trying to, of course, have electric cars instead of the IC cars. You can see the orders of new cars. That's a blue line. We're ordering electric vehicles instead. So from 6% in 2021, we ordered the share of electric vehicles with 54% in our orders, but the delivery times are long. And so even though on paper, we're ready to have a large portion of electric cars, in practice, they haven't been coming in quite as fast. Still, now we were at 2% in 2021, 4% in 2022, now 11%, and there will be even more this year. So a few examples of that. These are LCVs. So we have 30% of those in Switzerland, electric vans. Regarding the buildings, you have a large number of buildings. So if you look at those buildings accounting for the footprint, the footprint was down 37% since 2019.

The footprint or the share of the carbon footprint, the share of buildings in the carbon footprint is now down 37%. But now we want to propose low-carbon solutions to society as a whole. These are these charging stations. We have 25 stations on the French motorway network, but also in local authorities, they also have these stations, but we use it ourselves. We use these stations ourselves for our own electric vans.

Speaker 13

[Foreign language] .

Speaker 14

[Foreign language] .

Speaker 13

[Foreign language] .

Speaker 15

[Foreign language] .

Speaker 13

[Foreign language] .

Speaker 11

So this is an overview of SPIE's full carbon footprint. You can see that our direct footprint, that is, that coming from our own buildings and cars, it's only a small fraction of the group's total footprint. SPIE is no exception. The CO2 emissions from our own value chain, and that is the upstream value chain, so goods and services purchased, had that accounts for 90% of the full of the total carbon footprint. That's why we're paying great attention to that. We work on the value chain upstream from our own work. We want 67% of our supplies by 2025 to come from suppliers who themselves are committed to drastically reduce their own carbon footprints. There's been significant progress there over the past three years. In 2021, we stood at 17%.

At the end of 2023, we already stand at 47% of purchases made with suppliers that themselves have committed to reduce their carbon footprints. So that, of course, comes along with a strong mobilization of our procurement people who are raising awareness amongst their operational people in every single country, especially for those suppliers that have not already made that move. We raise awareness there during performances or during performance reviews or webinars, but also helping them along because SPIE, as you know, has many suppliers indeed. We work with many SMEs, many of whom that haven't started greening their business. So we're helping them do that. And especially our procurement people are doing just that. Then you had a good example with the previous video, Mrs. Macario, who is Operational Director for Low Carbon Mobility at City Networks in France. We want to improve the gender balance.

We've been working on that for a number of years. And there, we want to have more women in key managerial positions to raise it by about 25% in a matter of five years, which means instead of having 16% of women in managerial in key managerial positions by end 2020, as was the case in 2021, 2020, we would like 21% of women by 2025. And we already stand at +17% in key managerial positions. So how are we achieving this? Well, you have to keep in mind that today, women only account for 30% of the total headcount, but 18% of all managerial positions. And so we're looking at that. We're looking at these we're talking here about 250 positions in the group. And so we're looking at better performance both in recruitment, but also in keeping our top people.

And so we always try to make sure there is at least one woman in our shortlist. And there is an overrepresentation of women in all development programs of the group. So this is a clear strategy. And then we have a dedicated gender balance program, which goes beyond mere awareness raising. And now I'll give the floor to we will be talking about safety on the worksite. This will be my colleague, Gauthier Louette. Gauthier Louette, our CEO, of course.

Gauthier Louette
CEO and Chairman, SPIE

Yes, thank you. We have reduced by 25% the number of severe injuries. There was a slight increase in 2023, especially at the beginning of the year. And in Germany, in particular, we had a higher number of incidents. And so there's quite a bit of work to do.

Well, the year 2024 hasn't started well because, as you know, there was a real tragedy in Africa. As many as six people were killed on an oil platform, including five employees or subcontractors of SPIE. Naturally, we will help out the families, and the inquiry is on the way to see just what happened. But nonetheless, in purely statistical terms and of course, statistics obey their own logic, what we have found is that there is some improvement in 2024 compared to the same period in 2023. Nonetheless, regarding our employees, there are 50,000 people, indeed 54,000 people now that we have these new acquisitions. In 2023, SPIE showed its ability to recruit 6,400 new employees and 1,300 new apprentices. And of course, apprenticeships are important, significant. At SPIE, we work hard on that. We train our apprentices.

You have young apprentices who spend half the time in the company and the other half at school. We also have a co-optation policy, and we have as many as 100 as 1,600 people who were recruited. That's part of this recommendation program, up 25% compared to 2022. So this is significant. You have to, of course, we don't just want to recruit them. We want to keep them. In 2022, there were fewer resignations down from 8% to 7%. You may remember that after COVID, the numbers were higher. Now we're down to more normal levels. We stood at about 6%. So we've started bringing down the number of departures. That's good news. One way of keeping our employees is the Employee Shareholdership program. I'll get back to that in a minute. Then we also work hard at keeping women in our company.

There are well-structured initiatives in all our countries. We have a very positive policy there. So regarding employee shareholders, our shareholders are the main group of shareholders at 7.4%. In 2023, there was another operation to open up the capital to employees. SHARE FOR YOU was the name of the program. That was very successful in terms of subscriptions in 2023. As many as 17,000 employees joined the program. So that's up 55% compared to 2022. And that is, of course, significant. That included 5,000 employees who took up SPIE shares for the first time, and the overall amount was around about EUR 34 million. So we have a strong bond with our shareholders well, with our employees who become shareholders of their own company. And in 2024, we'll have similar plans as well to increase employee shareholdership.

I'm happy to see Annie Biljen who chairs the fund running the shares of the employee . That accounts, I mean, it's worth more than EUR 350 million altogether. We have two lead shareholders, and we very much appreciate their presence, the LAC1 from Bpifrance, and then Peugeot Invest. They each have about more than 5% of the capital stock, and the float is about 80%. Regarding the year 2024 and beyond, the outlook for 2024 remains robust. We certainly expect organic growth to continue, albeit not quite as strongly as 2023, but still pretty good. We expect our profit margins to increase as well. We already have finalized a number of acquisitions for this year. This will be another buoyant year in terms of acquisitions at SPIE in 2024.

As Jérôme was saying, we keep unchanged our dividends policy, about 40% of a net adjusted income. And regarding 2025, we gave guidance back in 2022 that is being revisited, not so much on organic growth, but we are still looking at about 4% for the period, neither on our ambition to step up both on the acquisition program. We are committed to keeping our cash conversion rate at 100% or above our CSR. ESG commitments remain the same, and that includes converting our vans to electric vans. What we do propose to do is be even more ambitious on profit margin. We're looking at we want to be as close at to be close to 7% in 2025. That's the target. Initially, what we announced, we said 6.7% by 2025. This figure of 6.7%, we reached as early as 2023.

So we have reason to believe we can revisit the target upwards for 2025. All in all, the markets remain, as I said, buoyant, and our employees are very much committed to our activity. They are highly skilled. There's a close relation with our customers, and the demand is such. Our customers are well aware of the skills we can provide, and that accounts for a high level of orders. So that makes us confident for the future. And now, without further ado, let me give the floor to our auditors, Edouard Sattler and Pierre Bourgeois. You have the full reports at your disposal. They'll give you a brief summary of their work so they can join us. They can join us here at the lecture.

[Foreign language] .

Thank you, Mr. Chairman. Dear shareholders, on behalf of EY and PwC, we will share with you what we've done for 2023. What we have done is that we have produced audit reports to check the sincerity and compliance of individual accounts, annual accounts, as well as the consolidated financial statements of your company. Also, we've reviewed other elements that are communicated, and we've also reviewed the regulated third-party agreements. We have produced three reports that cover three of the ordinary resolutions, which we'll be voting on later on. As far as the extraordinary resolutions are concerned, we've reviewed them, and we've therefore reviewed reports produced by your corporate management, and they require specific reviews on our side. We've produced a number of reports that you can see on the slide, and I'll share with you our conclusions.

To come back to the first aspect, that is the ordinary general meeting, in terms of the annual financial statements, but also the consolidated financial statements of SPIE, our opinion is without any reservations for the 2023 financial year. In our reports, we've highlighted the key audit points. We consider that one element is a key point. If it's a very important item, that is the most important item for auditing the financial statements. For instance, the equities. And for the consolidated financial statements, it's the goodwill plus the recognition of revenue on the long-term contracts. Then, as far as specific reviews are concerned, which is our duty when we audit the financial statements, we checked that the information sent to you in the management report and in the other documents made available to you are compliant with the regulation. We have no observations on that.

You have the full list on the screen. I'm not going to read it out. We've checked all of these items in terms of their being exhaustive, correct, and compliant with the financial statements. Another remark for those who use the modern version, which is the XHTML version, we can confirm that all of these accounts respect the European Single Electronic Format, ESEF, yet some items might be slightly different from the paper version that you have. Finally, as far as our special report is concerned on the regulated third-party agreements, we have seen that there's no new third-party agreement and no agreement prior to 2023 that was continued during this fiscal year. Now the final slide. Now, this is for the extraordinary resolutions.

We have produced five reports because there are many delegations of powers given to the board and that we'll have to vote on at the end of the general meeting. For each of these items, we have checked the content of the board report for these transactions. For some resolutions, we will have to express our opinion on the information provided to you to set the price for the shares to be issued. And also, we have to give an opinion on the suppression of the preferential subscription right. We have no special comment to make on that. As far as capital reduction is concerned, we looked at the conditions, terms, and conditions to reduce the company's share capital connected to resolution number 11. Generally speaking, these are our conclusions.

Well, we have no observation to make concerning the causes and conditions leading to the reduction in the company's share capital. That's for resolution number 11. For the other resolutions, our reviews are such that we have had nothing to highlight in particular. As far as the share capital is concerned, resolutions from 16 - 18, we have not been seized, and therefore, we have no opinion to express on this, as well as we have no opinion on the cancellation of the preferential subscription rights, which is what we did in 2023. There was a resolution that was submitted to the meeting in 2022, therefore, last year's general meeting.

In a specific report, we can confirm that the increase in capital with a cancellation of the preferential subscription rights for the past employees and current employees and corporate offices is compliant with the terms and conditions that you delegated to the board for carrying these formalities out. This is it as far as we are concerned. Thank you very much for your attention.

Speaker 11

Thank you very much. Now, before we listen to the shareholders in the room, I must say that we have not received any questions in writing from the shareholders. Now, maybe you have some questions in the room, and we have 30 minutes for the Q&A, more or less. We'll ask you to ask quick questions if possible, and we'll have a limited number of questions. But of course, if you have more questions, we'll listen to you again. We will start this session now, I think.

Jean-François Delcaire
Analyst, HMG Découvertes Fund

I'm Jean-François Delcaire, and I represent the HMG Découvertes Fund. We have 40,000 SPIE shares. Well, congratulations. Well, it's a terrible thing to say. We say bravo to the board members, but also congratulations to the teams, thanks to whom you've achieved such good results. I have six questions. I'll ask three in a row, which is what I always do. The first question, could you tell us more about the competition, please? Could we have more color on that? Could you tell us how the competitive landscape is changing or not changing, for all we know? Question number two, what do you want to do with your operating margin? You've said that from now on, your target is 7%. Well, congratulations again for that. But I'm not an expert at all in this industry. How would you compare this 7% with what competitors do in Europe or elsewhere?

Would you say there's a maximum? Is this a maximum, the 7% target? Or could you consider other business lines so that you would have more accretive effect, so to go beyond the 7%? Is it usual habit in your industry? Is it quite low? I don't think it's a low level the 7% is. But then my third question, when things go well, you should perhaps think about things that might go badly. So is there something in particular you pay attention to that you're vigilant about? I thought about those myself, and I thought, what would be the dangers for SPIE? And I thought maybe your organic growth that could be normalized. I don't think you're going to go down to 4%. I know you're very conservative, so your organic growth could go up.

But if you look at the macroeconomics, there's perhaps some type of slowdown to expect. What about working capital requirement? Is it more difficult to have a good cash conversion rate? It's difficult to have money in or inflows of monies. Are you worried about this? Or perhaps as well, which is something very important in your company, I know, is people, the people you manage. Would you say there's some people-related tension? Or perhaps there's nothing that might go wrong because the company's doing very nicely? Thank you very much. These are my first three questions.

Speaker 11

Well, thank you very much, sir. As far as the competition is concerned, EQUANS was taken over by Bouygues, and this is quite positive. That is, there's more discipline in terms of pricing policy at EQUANS, and they're more careful about their cash generation.

And therefore, this competitor, I'd say, is now more reasonable on the market compared to what they were doing in the past. This is good for us. And apart from that, some companies are consolidating. Eiffage has taken over EQUANS in Germany, I think. And people are disciplined. And we are all aware that resources are scarce. So we have to be careful, careful about our resources and how we use our resources. This has an impact on our operating margin. Since resources are scarce, you have to choose the battle you want to fight and therefore decide who you want to work with, the clients you want to have. And the ones who really like our services are quite willing to pay for our services at a good level, which was good for us if you look at our margins and how they upped.

We know that, as I said before, our resources are scarce. In all the countries where we operate as well, by and large, I'd say that we always execute better and better, which means that our margins will be improving. There are acquisitions as well that have an accretive impact. Who are the best in the industry? VINCI Energies, in 2023, said that their margin was at 7%. We are at 6.7%, not far behind them. Yeah, that's our target. We want to get as close as we can to this 7% goal and as early as 2025. This is the commitment that SPIE has made. We intend to meet the objective. Is 7% a maximum? Well, who knows? We do things step by step as you know. First, let's reach the 7% goal, and then we'll see.

But if you look at the backdrop, it's quite favorable. We acquire companies and businesses where we have better margins. And if you look at the historical businesses of ours, we're more demanding with our margins. We've improved our margins, which is good. The margins are going in the right direction, and we'll go in the right direction in the future. Now, what about your next question? Things we pay attention to that we're vigilant about? Well, we always have to be all ears and eyes out for anything that might go wrong. Otherwise, the road will be a slippery road. So we look at contractual terms and conditions. We look at price levels that we negotiate with our subcontractors and suppliers. We're very vigilant about the teams we work with, the quality of our teams. We pay attention to our teams all the time, as you know.

What's very important for me at the beginning of the year is safety. It's what I pay attention to, really. We constantly have to keep an eye on safety. As far as working capital requirement, I'll hand over to Jérôme.

Jérôme Vanhove
CFO and Administrative Director, SPIE

Well, I'm not going to say that cash collection is an easy thing. It's what most of our operations directors do day in, day out, and they do a good job. I showed you the structure of our WCR at the end of 2023, and we've improved compared to what we did in the past. With this level of performance, we get off to a good start in 2024. There's nothing artificial about our structures. We pay our supplies earlier. We have a better WCR structure so that we can do a better job. It's never easy. We work on this every single day.

I think with this negative level of WCR, we think that we can have a good level of EBIT. Yes, sir.

Speaker 8

[audio distortion] , I have two questions. What do you do against takeover bids? First question, 80% of the general public has shares, so that's the float. Peugeot Invest has 5% and BPI 5.5% of the share capital. So it's not fully protected. What can you do to avoid a hostile takeover? Now, back to the employees who own shares. I looked at page 282 of the Universal Registration Document in French, page 282. Everything is done for institutional investors, the socially responsible investors, and the analysts. What about individual shareholders? Nothing at all about them. Don't you think you should get closer to these shareholders with a club of shareholders, visiting sites, or having meetings in Paris and in the regions?

In doing that, you would focus more on the shareholders that you could count on should you need these individual shareholders. Thank you.

Speaker 11

Well, as far as the weapons we can use against any hostile takeover bid, well, there's no such threat. And I don't know which weapons we could use. If you look at our market, there are smaller fish and bigger fish. We're not the biggest fish in the pond. If you're not the biggest, the best thing is to run faster than the others. And if you look at the bottom line, the income of our company, that's our best protection. Each year, we're more and more expensive. That's the best protection as far as individual shareholders are concerned. We meet institutional shareholders, but also our employees who have shares.

There's the so-called FCP, the Employee Share Ownership Plan, the SHARE FOR YOU plan , where we meet these individual shareholders, and that's all we have for the time being.

Speaker 8

I have a question. I have three questions, in fact, to ask. Mr. Jeantet answered the first question about your replacement. That was crystal clear. In the press releases, I saw that you decided not to acquire sometimes 100% of the shares of some of the targets you wanted to buy. Is there a specific reason? Maybe Jérôme can answer this.

Jérôme Vanhove
CFO and Administrative Director, SPIE

Thank you, [audio distortion]. That's true. For some of these acquisitions we announced in 2023, we decided to have a minority stake.

Well, this is not a revolution, but we decided to adapt because we want to converge on joint objectives between the management teams that have shares in their companies and they've given us control and the joint ambition that we have. That is, we want to grow these companies we acquire. Now, if you look at all the M&A portfolio, you can have all types of clauses. That is, an ENAT clause on the basis of a future performance that you're targeting and that you have to meet, or you take a minority stake in the capital structure of the company, in the share capital, with other clauses to buy back or to sell the shares and then at the end of the day to have 100%, but then the minority shareholders will benefit from the improvements. We've not changed our policy in general. We've just adapted to the situation.

That's for specific cases. We don't do this systematically, but we need to have a management team that owns shares. Thank you.

Speaker 8

I have another question about Belgium. You're not talking a lot about Belgium. And the former head of SPIE Belgium, as you know. And SPIE Belgium is really minimal compared to SPIE Netherlands. My question, therefore, is, are you thinking perhaps about something along the lines of what you did with the U.K.?

Gauthier Louette
CEO and Chairman, SPIE

Oh, no, no, no, no, no. Well, we really decided to bet on the Netherlands, and it's borne a number of fruits with some transactions and deals in the Netherlands. We tried in Belgium. Each year, we've been studying several companies that we intended to acquire, but none of them came to any fruition. But we have more on the back burner.

So this is our ambition, which is what we do in all the countries where we operate. We want to continue and grow the business. So the comparison with the U.K. is not valid at all. If you look at the profit of Belgium, it's always been good, satisfactory. And if you look at cash generation and WCR, it's one of the best performance in our group. So no, we are making constant effort to find companies we could take over so as to grow our business in Belgium.

Speaker 8

Thank you very much, Gauthier. And by the way, I must say that I'm a very happy shareholder.

Speaker 9

We have another question at the back of the room.

Arnaud Bleuez
Managing Director and Partner, BPC Partners

I'm Arnaud Bleuez. Mr. Chairman, Mr. Gauthier Louette, last time there was an Eiffage General Meeting, Benoît de Ruffray was asked a question about getting closer to SPIE.

He said lots of positive things about your company. It would make sense in terms of operations. Your two companies look alike. If the two companies could get together, you could have a group to the tune of EUR 15 billion bigger than Bouygues. It would be interesting for the investors. It could create value for the shareholders in both companies. This is what Bouygues did when they took over EQUANS. And it looks like it's a deal that's quite profitable for Bouygues. Therefore, Mr. Chairman, do you intend to do this, or are you listening to those who are singing below your balcony?

Gauthier Louette
CEO and Chairman, SPIE

Well, this meeting is in Paris, not in Verona. But since you've listened carefully to Mr. de Ruffray, you know what he said at the end of his answer.

He highlighted the fact that we are respecting the independence of a company such as SPIE is what he said.

Speaker 9

Yes, please, Mr. Volcker, please.

Speaker 10

Is it the final question? Oh, yeah, my three following questions. The sequel and the end. I think I saw Bravida somewhere had some problems. Could you tell us more about this, Bravida? Could this have an impact on us? Yes or no? That's my first question. Question number two, the CSRD directive, which is for all the main listed companies to be enforced next year. What about CSRD? What about the cost for you, the cost of this directive, the CSRD directive, or this new norm, let's call it, norm? And another topic, my AFG Professional Association, that is, the French Association for Financial Management, has seen that one shareholder on the board is not always attending the meetings.

Could you tell us more about this and how come? And that's all.

Speaker 11

Well, Bravida. Bravida is a big player in Scandinavia, a market that's totally disconnected. We have zero business in Scandinavia. Last year, they said it was difficult for them to make sure that the clients would pay for higher prices. That is, inflation that would be factored in their prices. I must say it was not easy to do this. All of our teams have worked on this to pass on the inflation in the pricing policy. So that's for Bravida. Then the directive of the CSRD. Well, that's a lot of work. We're working on it. All the functions of the company are working on this. There's HR, human resources. Mrs. Zeltzer, our new HR Director, is in the room. And there's sustainability, Mrs. Lambert, or finance with Jérôme Vanhove. And we're working on it.

We're organized. We're anticipating. We don't have a real or exact view of what the cost will be like, but we will report on what we have to report in compliance with the law. And then attendance, attendance of the different shareholders. I don't think there's anything to say about this in the SPIE group. I can tell you that the board meetings, well, we have quite a lot of board meetings during the year. Apart from those that are compulsory, the board meets quite regularly to review acquisitions, possible acquisitions. Some of these will come to fruition. Others will not. The ones we share with you are only the ones that succeed. And I must say that there's good and active attendance. It's an interesting way of working. The different members share their value.

There was a board meeting yesterday on strategy to review our acquisitions to see if they would be a good fit with the company. Well, it seems that there are no more questions. Thank you very much. So that's the end of the Q&A. Thank you very much for all of these questions. It really shows that you're interested in the group. And now we're going to vote. Time has come for us to vote. Before that, I'll give you the quorum, the final quorum. The final quorum is 80.23%. So the Board of Directors has decided to submit 21 resolutions for your approval, 10 of which will fall within the scope of the ordinary shareholders' meeting and 11 of which fall within the scope of the extraordinary shareholders' meeting. You've been given a voting device so that you can vote. I hope that everybody's been given their devices.

So this device can work properly only if the chip is correctly inserted. And when the vote starts, which is not yet the case, you'll have to press one for, two against, and three abstentions. And then you will see there's a message on screen, oh, on your terminal, on your device that'll show you that you have voted correctly. And there we are. If you're not from the Y generation, generation Y, sorry, I'll give you some minutes so that you adapt to this device. Now I'll ask Pascal Colbatzky, Secretary of the Meeting, to announce the number and title of each resolution, and then I'll tell you when we open the vote and when it's closed.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Right. We'll start the resolutions for the ordinary meeting. The first one is approval of the company's statutory financial statements for the financial year ended December 31st, 2023.

Speaker 11

You can start voting now. That's the end of our vote for the first resolution. Carried, 99.99%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number two. Resolution number two, approval of the company's consolidated financial statements for the financial year ended December 31st, 2023.

Speaker 11

You can start voting now. We'll stop now. You've cast your votes. Carried, 99.99%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number three, allocation of the profit or loss of the financial year ended December 31st, 2023, and setting the dividend at EUR 0.83 per share.

Speaker 11

You can vote now. The vote is closed. Approved, 99.82%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number four, approval of the regulated related party agreements and undertakings referred to in articles L2 to 538 of the French Commercial Code and of the Statutory Auditor's Special Report.

Speaker 11

You can start voting now. Close the vote for this item. This resolution carried 99.99%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number five, appointment of PricewaterhouseCoopers Audit as Auditor of Sustainability Information.

Speaker 11

You can start voting now. Done. Carried, 97.73%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number six, approval of the fixed, variable, and exceptional components of the total compensation and benefits in kind attributable to Chairman and Chief Executive Officer for the year for 2023.

Speaker 11

You can start voting now. The vote is closed. Carried, 96.96%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number seven, approval of the compensation policy of the Chairman and CEO.

Speaker 11

You can start voting now. The vote is closed. Passed, 94.65%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number eight, approval of the information mentioned under article L22109 of the French Code of Commerce.

Speaker 11

You can start voting now. The vote is closed. Carried, 98.36%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number nine, approval of the director's compensation policy.

Speaker 11

You can go on with your votes now. The vote is closed. Carried as well, 98.35%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 10, authorization granted to the Board of Directors to trade in the company's shares.

Speaker 11

You can start voting now.

The vote is closed. The vote is closed. C arried, 99.73%.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution 11, these are resolutions relating to the extraordinary part of the AGM. Resolution number 11, authorization granted to the Board of Directors to reduce the company's share capital by canceling treasury shares.

Speaker 11

Please vote now. The vote is closed. The vote is closed. The resolution is carried with 99.94% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 12, delegation of authority to the Board of Directors to increase the share capital by capitalizing of premiums, reserves, profits, or other amounts.

Speaker 11

Please vote now. The vote is closed. Voting is completed. The resolution was adopted with 99.95% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 13, delegation of authority to the Board of Directors to decide the share capital increase with preferential subscription rights by issuing shares and/or other securities, giving access to the share capital, giving entitlement to allocation of debt securities or equity securities.

Speaker 11

You can still vote. That's it. Vote's up. That resolution was carried with 95.27% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 14 is a delegation of authority to the Board of Directors to decide the share capital increase without preferential subscription rights by issuing shares and/or other securities, giving access to the share capital and/or giving securities, giving entitlement to allocation of debt securities and/or equity securities to be issued through public offerings other than those referred to in Article 4112 of the French Monetary and Financial Code.

Speaker 11

Vote now, please. The vote is closed. Voting is closed. The resolution is carried with 93.4% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 15 is a delegation of authority to the Board of Directors to decide the share capital increase without preferential subscription rights by issuing shares and/or other securities, giving access to the share capital and/or securities, giving entitlement to allocation of debt securities and/or equity securities to be issued through public offerings referred to in Article 1 of Article L4112 of the French Monetary and Financial Code.

Speaker 11

Please vote now. The vote is closed. Voting is closed. The resolution was adopted with 85.77% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Resolution number 16 is the authorization granted to the Board of Directors to determine the price of the shares in accordance with the terms and conditions in line with the conditions set by the general shareholders' meeting within a limit of 10% of the share capital per year.

Speaker 11

Please vote now. The vote is closed. Voting is closed.

The resolution was adopted with 85.5% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

17, delegation of authority to the Board of Directors to issue shares or other securities, giving access to the share capital and securities, giving entitlement to the allocation of debt securities and/or equity securities within 10% of the share capital per year.

Speaker 11

The vote is closed. Voting is closed. The resolution is adopted with 96.79% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

18, delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights.

Speaker 11

Please vote now. The vote is closed. Voting is closed. The resolution was adopted with 99.41% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

19, delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated beneficiaries without preferential subscription rights.

Speaker 11

Please vote now. The vote is closed. Voting is closed.

The resolution was carried with 99.34% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

Number 20, authorization granted to the Board of Directors to issue free new or existing shares to the benefit of employees and directors of the company and other group companies.

Speaker 11

Please vote now. The vote is closed. Voting is closed. The resolution was carried with 98.15% of the votes.

Pascal Colbatzky
Head of Legal and Insurances, SPIE

21st and final resolution, that's the powers for the purposes of legal formalities.

Speaker 11

Please vote now. The vote is closed. Voting is closed. That resolution is carried with 99.83% of the votes. Right then, ladies and gentlemen, many thanks. The agenda for this AGM has come to an end. We can now stand call no, the meeting stands adjourned. But before we say goodbye, please watch this video on a geothermal project.

Speaker 16

Geothermal energy drawn from deep within the earth can help transform the building sector.

This unlimited source of heat is completely carbon-free. In recent years, SPIE has developed extensive expertise in geothermal energy. As part of its longstanding partnership with the French region of Nouvelle-Aquitaine, where it provides energy solutions for 30 high schools, SPIE is leading a unique project. [Foreign language] . SPIE now operates and maintains geothermal energy facilities in addition to building them.

SPIE [Foreign language] . Nouvelle-Aquitaine wants to cut emissions from its high schools to at least a quarter of current levels by 2050. Lycée Condorcet, a school where 90% of heating needs are met by geothermal energy, is smashing this ambitious target.

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