AGM 2021

May 12, 2021

This year's meeting, again, the meeting is held behind closed doors because of the pandemic and in order to protect the health of our shareholders and employees and in accordance with the regulation. Obviously, I regret this situation, and I would like to thank you for your understanding. This meeting is taking place at the head office in Sergipe Pontoise and is being held on first notice. Present with me are Michel Delville, Group CFO Pascal Kolbazski, Head of Legal and Insurance and Pascal Hauness, Head of Communications. Our statutory auditors are following this meeting live. The legal notices were published within the regulatory deadlines. The accounts reports and all the documents that must be made available to shareholders were made available in accordance with the legal and regulatory provisions in force and can be consulted on the company's website. This meeting is broadcast live on our website. You've had the opportunity to vote by mail in paper form or electronically and to send us questions in writing. The scrutinies will be Mr. Jean Francois Martiniere representing the SPIFA UFCP and Mr. Damien Mariette, representing Sycomore AM Asset Management, who are following this meeting live. I'd like to point out that they represent 2 out of the 10 largest shareholders of the company in terms of voting rights. Many of you have voted by mail. You gave proxy to the Chairman or you voted online through the vote access system. I would like to thank you for that. The final quorum is at 74.83%. Our meeting can therefore validly deliberate. The agenda of your meeting is displayed on the screen. I would like to go through the highlights of 2020 before Michel Delville talks about the financial elements. Then I'll take the floor again to talk about corporate social responsibility. Before we talk about the group's future Michel Blittrak, Chairman of the Appointments and Remuneration Committee and Pierre Henri Navas, on behalf of the Board of Statutory Auditors, will then take the floor. Their presentations have been recorded in advance. After these speeches, we will continue with a Q and A. Those who are watching the general meeting will be able to ask us questions in a chat room during the presentations. These questions will then be grouped by themes so that we can answer them. And then we will conclude with the votes on the resolutions. Now we will be watching a video which will show you the main highlights of 2020 before we talk about some of these elements in a minute. The highlights of 2020. In 2020, SPE celebrated its 120th anniversary from March onwards. SP mobilized to fight COVID-nineteen, emergency equipment and technical installation of specialized care units. We ensured everyone had access to essential services, renovation of a switching station for Berlin's electricity grid, Germany, 3,000 teachers connected to facilitate remote learning, Switzerland. 4 gs antenna repairs in France. We stepped up our acts of solidarity: lighting up the rainbow bridge in tribute to health care workers, the U. K, food distribution in Angola and Nigeria. As a key player in the energy and digital transition, SPEED proves its ability to rebound: Renewable Energy Connecting Wind Farms to Electricity Grid, Germany and Belgium 1st, floating solar plant, France electricity mobility, 3,000 charging points for the Greater Paris project data centers offering greater energy efficiency. We continue to innovate to better serve our customers. Smart Office, Comfort and Safety at Work, Switzerland. Well, after this short video, we'll go through the highlights of 2020. Before anything, I'd like to thank our employees who really have shown how committed they are during this very difficult period, something we had never experienced before in the company. They're fully committed. Their engagement to better serve our customers is something that I should mention. No customer was left on the side of the road. No service was neglected. And our employees, women and men, have shown how committed they are. They have been very much responsible in this very difficult period. I would like to thank them very much and from the bottom of my heart. As far as 2020 is concerned, this was a very unique year. It was an opportunity, if I can use the expression, FYSB, to show how solid our business model is in an unprecedented context. During the second half of twenty twenty, we saw a sharp rebound even though the health measures were hardened in most of the countries where we work. We have been able to be resilient throughout the health crisis. As you can see in the profit of our group in 2020, we have paid attention to generation of free cash flow. And during this period, we've reduced the debt of our group in a significant way, thanks to a very good operating free cash flow generation. As far as the short term objectives are concerned, we have continued to work also on our midterm plans, and we have paid attention to the greening of our activities within the framework of European taxonomy. And we have also decided to take more commitments and more stringent commitments so as to reduce our carbon footprint in compliance with the 1.5 degree target defined by the IPCC. Our commitment is to reduce our footprint by 25% before 2025. This resilient is something that we can see in our figures. In 2020, we saw a decrease in revenues limited to 5%. This is the organic decrease. Our margins have remained at a very good level. If you look at our peers, the decrease was limited to 90 basis points. At the end of the year, our margin was at 5.1%. I mentioned cash generation. We had a free cash flow of 3.20 €3,000,000 a record and a cash conversion, which is important for the SPIE group, at 139%. Therefore, we have again sharply decreased our leverage ratio going from 2.7 down to 2.4x. And we will if the general meeting agrees, we will start again our payout policy in 2021 for the 2020 results on the basis of €0.44 per share. During the second half of the year, there was strong recovery. As you can see on the slide, this is for organic revenues per quarter in 2020. As you can see, there was a massive impact during Q2 with a drop of 17% due to lockdown measures that were stringent measures taken by the government in France, in Belgium and in the U. K. More particularly, Other countries like Germany or the Netherlands or Poland didn't have these types of lockdowns at that moment in 2020. And our organic growth, as you can see, is stabilizing and we're improving. The degrowth was 1.8% during Q3, and now we've improved, reaching 1.3% degrowth or negative growth during Q4. This really shows that the SPE model is resilient. We've been telling you that for years. Our services are essential services. They are mission critical. I think this is something we've managed to check again this year. When our customers are in a position to grow. They need us. And that's why we've limited the organic decrease, and we've managed to more or less offset this situation at the end of the year. And this also shows that our teams are really close to our customers. It's always been the case, and we've continued. And then we have the underlying trends, such as energy transition and the digital transformation. Now let's have a look at geographic breakdown. The organic contraction of revenues of the group limited to a negative 5% in 2020. In France, if you look at the main geographies, France was the most affected country with a degrowth of a negative 9.8%. That's the organic percentage for the full year. And as you've seen, it was mainly during Q2 that it happened. Then in Germany, in Central Europe, the situation was different altogether with an organic growth, which is still in the blank, so slightly positive. And total growth, thanks to our acquisitions, reached 3.2%. I think it is important to say that in this organic growth, which is slightly positive, Germany had an organic growth which was higher than that in 2020. Then North Western Europe, we've had a degrowth, minus 2.7%. And as I said earlier on, there's an important country for us in this region, which is our 3rd country in the SPEED group, which is the Netherlands. The organic growth was slightly positive during the year. Then there's oil and gas and nuclear. They were affected negatively for different reasons. Oil and gas, as you know, there's indirect impact of the COVID pandemic on the oil prices. And this business has been impacted in the field of service activities. And as far as the nuclear business is concerned, it's mainly during Q2 that we suffered when EDF decided to sharply limit the access to employees to their power plants. And therefore, now the business is back to a more normal level, which is a trend that reversed in summer. So all in all for the group, organic degrowth is at minus 5%. Now let's talk about our margins or EBITA margin. We got off to a very good start at the beginning of the year. Q1 was stable despite lockdown measures that had impact on the second half of March. Our margin was quite good during Q1, and we were more affected during Q2 for the reasons I mentioned earlier on. And as you can see on this slide, we're almost back to the level we reached in 2019. During the Q during Q4 2020, we're back to the margins we had in 2019. And as you can see, it was the case as well for Q1 2021. So we've recovered. Our margins have recovered rather even though the context is tough. We can't do the things we would do in the past due to health constraints that have had impact on productivity and on our cost structures. Yet we're back to a good margin level, and we managed to do this during Q4. So for the year, margins decreased but in a limited way, 90 basis points. And at the end of the year, we reached 5.1%. Now I will hand over to Michel Delville, our Administrative and Financial Director, who will be going through the financial results of 2020, our CFO. Thank you, Gauthier. Hello, everybody. As Gauthier has just said, the performance of our group was really good in 2020 in an unprecedented context. Let's have a look at the profit and loss account. The revenues reached €6,600,000,000 therefore, a drop of 4.7% compared with 2019. I'll come back to this in a minute. Then there's EBITA that reached €339,000,000 which means a drop of 18.9% versus the previous year. And our EBITA margin at 5.1% is down again. It was at 6% in 2019. Yet it's still at a high level given the context. The net adjusted earnings of the group reached €176,000,000 Therefore, net earnings per share adjusted is 1 €100, therefore, a drop of 24% compared with the previous fiscal year. And then the net group attributable earnings is at €53,200,000 We had €150,000,000 in 2019. In 2020, the group had nonrecurring expenses, which was not the case in 2019. For instance, an accounting loss of €46,000,000 when we disposed of a business activity for mobile maintenance in the U. K. Plus restructuring costs totaling €24,000,000 by the way. These nonrecurring expenses will not have an impact on the adjusted earnings and the net earnings per share. So that we have a like for like basis, I'd like to say that the 2019 figures have been restated. We've re included the contribution of the U. K. Business for Global Maintenance in Schools, a business which in the past was supposed to be disposed of and therefore presented in the 2019 accounts as to be disposed of in compliance with IFRS 5. We, however, managed to keep this we have the 2019 figures that were declared before restatement. And as you can see, the impact is quite minimal. Now back to production, that is revenues of our group. As you can see, if we set aside the ForEx effect, we've had a moderate drop in revenues of 4.6%. This includes an organic contraction limited to 5% and the impact of acquisitions totaling 1.3%, a positive impact, therefore. That's the full year effect of acquisitions made in 2019. And as you can see as well, there's the negative impact, which is 0.9%, which is the disposal of mobile maintenance activities in the U. K. Conducted in March 2020. Therefore, in a nutshell, the figures show a good resilience in the difficult context with a significant rebound during the second half, which really shows that our business model is quite resilient and solid. Now let's have a look at free cash flow and debt. As you can see here on the right hand side, 2020 was a record year for us in terms of generating free cash flow, reaching €333,000,000 a record that we'd never met before. This year, again, the EBITA conversion into operating free cash flow was really good, above 100%. We've reached 139%. Of course, in 2020, we had postponement of taxes and social expenses, thanks to government measures that were rolled out so as to react to the health crisis. And of course, these amounts will have to be paid this year. We have started paying them as I speak. Yet, as you can see, we have good control on our working capital requirement, which is part and parcel of the group's DNA and our financial discipline. And this worked really well again in 2020 despite the context, and thanks to the remarkable work done by the financial teams and our operatives. What you can see on this slide is a good illustration of the ability of the group to transform the operating performance into cash generation, which, as you can see, has been renewed year in, year out, which was very useful in 2020. Our group didn't have to ask for new lines from the banks. We have enough liquidity and banking lines to cover our needs. The cash flow generated in 2020 has helped us to pay our debt. The initial base line debt was €1,251,000,000 at the end of December 2019. As you can read on the left hand side of this slide, Cash flow from operations amounts to €466,000,000 with an extraordinary improvement of our working capital requirement by €244,000,000 And after payment of our taxes and corporates and interests, we end up with a free cash flow of EUR 323,000,000 that I just mentioned. On the right hand side of the slide, you see the direct impact of disposals and acquisitions. And since we're close to 0, we end up with a net of €927,000,000 as of 31st December 2020. So it has decreased with IFRS standards. Of course, this has improved our leverage. As you can see here, our leverage ratio is part of our focuses. This is a slide showing the history of this ratio. You have the LBO years with rather high rates in 2011 from 4.5. And every year, it has improved. The group kept on paying its debt after the IPO in 2015, up to the acquisitions of SIG, which has allowed us the group to grow in Germany bigger and raised this ratio to 3.3 in 2017. And then onwards, the ratio went on decreasing. And once again, this year, it is standing at 2.4 in 2020, thanks to the significant decrease of our debt. So this leverage ratio decrease will continue in 2021, thanks to the expected recovery of EBITDA, which was impacted in 2020 in Q2 because of the health crisis. When it comes to the dividend, I'd like to remind, first of all, that in the context of a social, economic and health crisis that is unprecedented, the Board of Directors had proposed last year not to pay the balance or the remaining amount of this dividend as a sign of solidarity to the stakeholders, including the employees, and it was approved by the shareholders general meeting. And it was decided that paying the dividend was nevertheless at the heart of the capital allocation of SPIE. Our objective is to pay 40% of our net result to our shareholders. The remaining amounts are allocated to payment of our debt and investments and CapEx and payment of acquisitions. These are also levers and drivers for growth. That's why this year, we've decided to pay out €0.44 per share. These will be fully paid in cash as of May 27 since there wasn't any down payment in 2020. This year, we will be renewing with the down payment, which will account for 0.13 €0.13 and will be paid out in cash in September 2021. Our shareholders will therefore have a dividend of €0.57 of euros as a dividend and down payment on dividend or interim dividend. And I'm now giving the floor back to Gautier Louet. Thank you, Michel. I will now talk about our PCSR, Corporate and Social Responsibility. You know that it is a topic that is very dear to our hearts and we've been really striving to meet our objectives. And since last year, as far as we could, of course, in the framework of the European Taxonomy measuring sustainable businesses, the first exercise in 2019 showed that the green part of our business were 35%, and this year, it is standing at 41%, with 2 main reasons for this improvement. The taxonomy is now more favorable, particularly when it comes to buildings, energy efficiency and also our businesses have grown in green, and that's in line with our business strategy. That's plus 3%, particularly thanks to the growth of our transmission and distribution, power transmission and distribution, particularly in Germany. So that's the green part of our business as per the European taxonomy, which is now at 41% for 2020. And of course, we will strive to make sure that this percentage will go up again. This is an example of a switch in transformer in Lutmin, Germany. Phil Cheshire being the client, it was about connecting wind farms to the grid. And that's a very big station, power station, collecting power supplied from the wind farms in the Baltic Sea. These are the wind farms of Baltic Eagle and Arcades. So that's really at the heart of the business of PSAG in Germany. Now in the area of smart cities, you have here an example of IoT, Internet of Things for street lighting, helping to save power in public lighting. We are aiming a 60% saving. And this is something we have actually achieved, and we control this at B. And public lighting, even though it helps to achieve some savings is still not part of the European Green Taxonomy. So the authorities maybe should take this into account so that it will increase the green part of our business. Another example are data centers that are very important in our business. And this is an example of Eindhoven High-tech Campus for KPN in the Netherlands. This is a data center where energy or power is recycled to provide power to the neighboring districts. This is a system that helps to collect heat for the heating in the neighboring districts. And it helps, therefore, to significantly save power and helps to reach a positive balance in terms of CO2 emissions. Even during this crisis, we our business is considered as mission critical. Of course, as you know, the aerospace and aeronautics industry were greatly impacted. It never prevented us from winning any contract. And for instance, here, we've won a contract for the industrial sites of Air France in ROCE and Orly airports. And they have set quite ambitious objectives, CSP. And here again, our know how will help these industrial clients to significantly decrease their carbon footprint. Another example in the Netherlands, as you know, the Netherlands is flat. So we're talking here about an onshore wind farm. These wind farms are all at the very heart of our business. We have developed several wind farms of such type in the Netherlands. And this one allows to provide power to 60,000 households or even slightly more, 65,000 households by the end of 2021. Now this commitment of in sustainable development is reflected in this green share of our business. But we've also decided to reduce our own carbon footprint, that's Scope 1 and 2. That is the scopes that are specific to our our direct emissions are due to the fleet of our vehicles, 87% of such emissions. And of course, the challenge here will be about significantly reducing the carbon footprint of our vehicles. And there is only one solution to that, that is we'll have to increase the share of electric vehicles in our fleet that is increasing by 35% by 2025. The second part of our direct emissions are due to our buildings, real estate. It's only 13%, but this is something we will keep on making efforts to further reduce this, thanks to our energy efficiency. And of course, I have no concerns regarding this because we have all the know how at home. There is also human capital that matters in the framework of CSR. And for a long time, we've had a well developed employee share ownership plan back to 20 17 when it was set up. And this was further developed as the company was growing, as the group was growing. More than 6% of SP shares are held by employees in the framework of FCP or direct share ownership like in Germany. And it has puts me in the top 10 of the SBF 120 index in terms of employee share ownership. And the SPIE employees are the leading shareholders. It's the most important group of shareholders in the company. In the midterm, even at a time of a pandemic, in 2020, in extremely hectic years, we kept on recruiting almost 4,000 people we recruited in 2020. We've also had 900 apprentices, that is young students in sandwich courses. And we've also worked on improving our retention rates, and the voluntary departures from the company has significantly decreased compared with 2019. And that was very important to keep on working on these retention plans to keep our employees. Health and safety at work, that's also the heart of our corporate culture. And it did help us during this pandemic, the safety culture that has been developed at speed, the habit to develop new safety measures has also been very helpful, particularly when it came to restarting our worksites because people were very strict in applying and enforcing the new restrictions and the new rules and procedures. Therefore, the number percentage of severe accident has significantly reduced by 20% as well as the frequency rate of with the loss of time accidents 5.8% versus 6.3% in 2019. So our employees really have endorsed this responsibility. We've also worked quite hard on diversity, gender diversity. And our objective by 2025 is to increase by 20% the number of women holding key positions, managerial positions in the company, the baseline being today 16%. One last example in relation to this COVID pandemic before we move on to the comments on our business results. You have here an example from Clermont Ferrand in the center of France. We could also have taken a similar example in Germany, where we provided vaccination centers as they were developed. They had to be developed quickly, and hopefully, they will not be there for a long time. So we provided them with all the IT and connection systems in a very responsive fashion. Now outlooks for 2021. SPE is hoping for a strong recovery of its production EBITDA margin, very close to the 2019 figures. We also want to renew our bolt on acquisitions by an amount of €200,000,000 of annual turnover to be acquired this year. And as Michel has just told you, we will keep on reducing our leverage ratio. We know that it will keep on decreasing in 2021. And as Michel has just confirmed, we are resuming our dividend policy, dividend distribution policy. And in 2021, we aim at distributing a dividend of 40% of the adjusted net results. Now the bolt on acquisitions for 2021, there were 3 of those since the beginning of the year, Energotest in Poland, in Industrial I and C Systems, Vierliebenkabel in Germany. We love cables. That's what it means. So it's a very just easy to understand the purpose of this company. It is specialized in deploying optical fiber cables and they joined us in April this year. Same thing for Telecom and Fiber Optics. We've acquired KEM in Austria. And they also have a significant share in the development of optical fibers in this country. Because as you see, the fiber to the home penetration is far behind what we have in France or in the European Union of 28 states. So they're lagging several years. So it's important for us because we have a strong presence in France in this business. It's important to reinforce our presence in Central Europe and Germany. Therefore, we've made these two acquisitions in April. Now for Q1 2021, we are rather happy with the preliminary figures. The production trends are robust in 2021. Q1, we have an organic growth weather production, which is greater than the Q1 'twenty two and Q1 twenty nineteen, a significant increase with an organic growth, which is or equal to 4% in France and Germany. In Germany, Q1 2020 was not impacted by the health crisis. So it was a very high performance level in Germany. And we've also observed that the markets are very dynamic, and it shows how relevant our positioning is to serve energy transition and digital transformation. EBITA margin has renewed with the 2019. That is the pre COVID margin. We have also reinforced our capacity in production for optical fibers networks in Germany and Central Europe, as I just explained. And so we are confirming our guidance for 2021 in line with the guidance I've just described. Now the key figures for Q1 are 1.4% organic growth compared with 2020 and 1.1% compared with plus 1.1% compared with 2019, with a margin standing at 3.7%, which is the same as the Q1 2019 margin. And this recovery was significant in France, particularly when comparing with Q1 2020 because of the very strict lockdown which was imposed in France with an organic growth which is also on the rise in Germany and Central Europe, 4% in Germany out of this 3.1%. Northwestern Europe is declining, and that's because the Netherlands were not impacted in Q1 2020, but the business has slowed down and was slower in peaking up, particularly in the industrial sector. Oil and Gas and Nuclear are stable compared with 2020. So organic growth is at 1.4% for Q1 2021 for the group compared with Q1 2020. Now in the midterm, I think that our group is very well positioned. And this is supported by the recovery plans, which have been announced by the French and German government that are focusing on energy transition and green economy, sustainable mobility and also new items, particularly in the industry with hydrogen as a source of power and everything that is related to digital transformation. So all these investment plans, these support plans are boosting SPII's development and growth. SPIE is on the solutions side. And indeed, the fact that states and governments are investing in these governments is a very positive message for the company. Right. This is it for the 2020 results and Q1 2021. Our message is a message of trust, reasoned trust in the future. Our company has been very strongly resilient, and our group has managed to show that the employees are fully committed, and technically, they're highly skilled. Our good performance has to do with our good client portfolio. We've had 0 default on the client side during this very tough period. That's very positive for us in terms of our future. And the underlying trends are quite favorable for the SPIE Group. I usually say that SPIE is on the side of solutions, and I usually say that time is a favorable time for people to be engineers and electricians. Thank you very much for your attention concerning our group's business. Now I'll hand over to Mr. Michel Bleitrac as Chairman of the Appointments and Remuneration Committee. And his speech was recorded in advance. And after Mr. Blittrak will listen to Mr. Navas, who will be speaking on behalf of the Board of Statutory Auditors. Thank you very much for your attention. Ladies and gentlemen, dear SP shareholders, As Chairman of the appointment and remuneration of the Board, I will go through a couple of slides about the appointment of 2 independent directors, of course, subject to your approval and the elements of the variable pay of Gauthier Loeb, Chairman and CEO, for 2020 and the structure of his compensation for 2021, both fixed pay and variable pay. On the first slide, you can see a reminder of the members of the Appointments and Compensation Committee. We have 1 director representing employees, Jerome Nier, and 3 independent directors, Regine Stasselhaus, Bertrand Fine and myself as Chair. As far as the new independent directors are concerned, they were selected according to the process described to Page 209 of the universal registration document. Within the framework of this process, our committee received guidance from a consulting firm and proposed names of candidates to the board to replace Sophie Stabile, who left the board in March 2021, and myself since I'll be leaving the board at the end of today's combined shareholders general meeting. I would like to seize this opportunity to tell you that it was a privilege for me to be a member of your board, and I also wanted to thank you for trusting me since your company was IPO ed. As far as the first appointment is concerned, we're talking about Mrs. Sandrine Theron, who was chosen as an independent director upon decision of the board dated 11th March 2021. Her resume is in our brochure. Her appointment was announced and released dated 15th March 2021. We think that Sandrine Theron will bring her financial skills to the board as well as her experience in a listed company. And thus, she has joined the audit committee. Pursuant to the 5th resolution, we're asking you to ratify the appointment of Mrs. Saint Vienne Terrain as Director and pursuant to the 6th resolution to appoint Mrs. Sandrine Terron as independent director for a period of 4 years. The second appointment is that of Patrick Chantee as independent director for a period of 4 years. Pursuant to the 7th resolution, Patrick the board the board, we think that Patrick Jontay will bring both his experience of operations, his international profile and his knowledge of digital. If you approve his appointment, he will be joining the Appointments and Remuneration Committee On the following page, we have information about Resolution 8. That is the annual variable compensation of your Chairman and CEO, Mr. Gautier Louth, for 2020. There's one element which is very important. The board has decided not to change the formula that we use to calculate the variable compensation for both quantitative and qualitative criteria despite the unprecedented pandemic. Therefore, there are 3 quantitative criteria, the first one being the organic growth of EBITDA. This organic growth is such that the annual variable compensation will be equal to 0 because, as you know, SPE's result is approximately 18% lower than what was achieved in 2019. Conversely, as far as cash flow generation is concerned, despite lockdown in France and despite all the headwinds, well, SPIE has been resilient and generated operating free cash flow, which exceeded by far the numbers in the 2020 budget objectives. Therefore, the variable compensation for this criterion is set as 42.9%, which is quite remarkable and worth noting. As far as the acquisitions criterion is concerned, there are 2 elements. 1st, the revenue growth, €200,000,000 This objective was not met, of course, since there were no acquisitions per se really in 2020. Therefore, this means 0 for this item. And the second item is the quality of integration and or integration rather of the acquisitions made in 2018 and assessed in 2020. As far as this item is concerned, it was rated 4 out of 5, which means 4% of the total, 10% for this quantitative criteria. All in all, the quantitative annual variable compensation is 46.9%. Then the qualitative evaluation is based on 4 key criteria: the CSR policy, risk control of course, succession planning for key managers and the strengthening of management teams. And the 4th criterion is the relations that the group has with you, ladies and gentlemen, and dear shareholders, on the quality of financial communication to all the stakeholders. In this case, out of a total of 30%, which is both the maximum and the target, we consider that excellent, which was visible in SPIE's resilience and all the elements which contribute to SPE's excellent results, including the share price and obviously risk control. Thus, the board rated this criterion 29 out of 30%. In total, the annual variable compensation for Gautier L'Ouet is set at 75.9 percent of his fixed compensation, which upon his request was reduced by 25% during the 2 months lockdown. Instead of €800,000 for 2020, it has been decreased to 769 €1,231 which means a variable compensation, which is subject to your approval at €583,846 pursuant to this resolution. Resolution number 9, annual variable and fixed compensation attributable to Gauthier L'Ouet for 2021 as far as his fixed remuneration is concerned. On the basis of a benchmark made with key SBF 120 companies, which we use with the with the external councils, we have noted that Gertriloet's compensation was in the median in this panel of companies. In addition, since we noted no change in scope and no evolution in the function of Chairman and CEO, we suggest we maintain the fixed remuneration for 2021 at the level of 2020, that is €800,000 before the one off reduction due to the pandemic. As for the variable compensation, well, there are no changes again, just like in 2020, concerning the 3 quantitative criteria, that is EBITDA, operating free cash flow generation and the quality of acquisitions and the amount of revenues acquired by external growth in 2020. One point about the qualitative criteria. The structure will not change, but we added another requirement for our CSR policy in the field of the group's carbon footprint on the first hand. And then we added indicators linked to the rating of our company by extra financial rating agencies, including EcoVadis, MMCI and Sustain Analytics. This will give us a better overview of Spee's CSR policy under the supervision of your Chairman and CEO. The annual total for the variable compensation will not exceed 171% like the previous years, that is 171% of the fixed compensation. As to the other components used for Gothelwett's compensation, there are no changes, except for the amount of shares, which the board would like to attribute as performance shares instead of more or less 36,000 shares given in the previous scheme. The board's proposal is to grant 46,000 oh, sorry, 22,767 shares, that is plus 6,000 more to Mr. Gautier Lhuet as performance shares. That is 8% of all performance shares granted to the 250 managers who will or who might get them if all criteria are met at the end of the 3 year plan. By the way, we have not changed the ceiling for performance shares. This ceiling was set by yourselves for Mr. Gull Tillwert in the past. But rather than using a lower figure, let me remind you that last year, we had 6.8% of the total amount of performance shares given to Mr. Gucci Enwet. Well, this year, we will be using the 8% ceiling, which is well below by 8% market average. That is 8% lower than market average and SPF 120 companies. We're looking at approximately 10% of the performance shares given to managers in the companies, the performance plans of which we have reviewed and scrutinized in the recent years, including 2021. So we are below market practices, and we will be using the ceiling that you've previously set for the previous schemes. And finally, regarding the compensation of the directors of your board, You will find all the information in the universal registration document, which specifies that the fixed compensation granted to independent directors was reviewed on the basis of the model used for Mr. Gautier Leuet, which means that it was reduced so as to take into account the lockdown period during the second half of twenty twenty. Ladies and gentlemen, dear shareholders, I'd like to thank you for your attention. Hello, ladies and gentlemen, dear shareholders. On behalf of the Board of Statutory Auditors, I have the honor of presenting to you a summary of the reports that were issued following our review of the parent company consolidated financial statements of Speegroup for the year ended 31st December 2020. It should be noted that these reports in their entirety have been made available to you by the company. In the context of the ordinary resolutions, we have issued 3 reports: a report certifying the annual financial statements, a report on the certification of the consolidated accounts and a report on regulated agreements. In the context of the extraordinary resolutions, we've issued 4 reports on transactions related to the share capital, the subjects of which are shown on the slide presented to you. We've issued a supplementary report to our report of 14th April 2020 on the capital increase with cancellation of preferential subscription rights. In our reports on the financial statements, we certify without any reservations the annual financial statements prepared in accordance with French accounting rules and principles and the consolidated financial statements prepared in accordance with IFRS as adopted by the European Union. We conducted our audit in accordance with professional standards applicable in France. These standards require that we obtain reasonable assurance that whether the annual financial statements and the consolidated financial statements are free of material misstatements and that our audit was conducted in accordance with the rules of independence. In the context of the justification of our assessments in the key audit review, we would firstly like to point out that these assessments were made in the complex and evolving context of the global crisis linked to COVID-nineteen. In our report, we present the key audit reviews that we consider to be the most important ones describing the risks identified and the responses made in the course of our work. These key points are for the audit of the annual accounts, the valuation of equity investments and for the audit of the consolidated accounts, the recognition of the results on the long term service contracts and the valuation of goodwill. In the context of the specific verifications required by law, we have no observations to make regarding the fairness and consistency of the annual accounts and consolidating financial statements, the information given in the management report of the Board of Directors and the other documents sent to the shareholders. We have no comments on the information provided that could have an impact in the event of a public offer or purchase or exchange. Finally, we have no comment on the information relating to the identity of the shareholders and voting rights. Furthermore, we certify the sincerity and consistency with the annual accounts of the information relating to payment deadlines, the accuracy and sincerity of the information provided on the remuneration and benefits paid to the corporate offices as well as on the commitments made in their favor. Finally, we certify that the consolidated statement of nonfinancial performance is included in the information relating to the group given in the management report. In conclusion on these reports, we report to you that we have verified that the presentation of the consolidated financial statements and the annual financial statements for inclusion in the annual financial report comply in all material aspects with a single European reporting format. Report on regulated party agreements. In our special report on regulated agreements, we inform you that we have not been notified of any agreements authorized during the financial year, which would be subject to approval by the general meeting. With regard to the agreements already approved during the previous financial years, the issuance of the agreement related to the bond statement letter, the 22nd amendment of 2019, the terms described on this slide. In addition, 2 agreements previously approved in the context of the agreement and some rights were relating to inadequate and the monetary requirement to the future. We issue 4 reports of the resolutions presented the extraordinary generating: a report on reduction in capital by cancellation of shares report on the capital increase served for members of the divisional team, a report on the increase with cancellation of preferential subscription rights for employees and corporate officers of your company or of the companies affiliated to it outside of France or your option to bring existing or future shares to employees and officers of your company or of related companies. For all of these operations, we conducted our work in accordance with the professional standards of the Compagnie Nationale des Comisseursons In conclusion, Finally, we would like for you that we'll draw up additional seats necessary where your Board of Directors uses these delegations. This includes the summary reading and reports at your attention. I'd like to thank Michel Bletrac and Henri Pierre Navas for their presentations. As he mentioned in his presentation, Michel Bettrac will leave the Board of Directors of SPE after this Shareholders General Meeting, after having been a member of this Board for almost 10 years. He's been with us along the journey, taking the company in the main milestones of its history in growth at the time of the IPO and as a listed company Under his Chairman Chief of the Appointment and Compensation Committee, significant progress have been made aiming and leading us towards the best practices. He has good common sense and has had an excellent capacity to ask relevant question to the management on the company on the decisions which were made regarding the company's development. And personally, I must say, I was extremely pleased to have Michel along with us throughout these years. And I know that we will keep in touch in the future after he's left. On behalf of the company, of the Board of Directors and the shareholders, we would like to sincerely thank Michel Bletrak for all the work he has performed with us over these years. I also would like to warmly thank Henri Pernavaz who because of the turnover in the statutory auditors, was with us for the very last time on their behalf at SP Shareholders General Meeting. I'd like to express our gratitude for his efficient work and great professional attitude over these years. Henri Pierre Navas has always been a valuable person when it came to providing us with advice and consultancy services accompanying the company. We are now moving on to the Q and A session. I've been informed that we haven't received any written questions from the shareholders. And the technical team also is telling me that we haven't received any question from the chat. We're now going to move on to the votes on resolution. And I will give the floor now to Pascal Cobalski, the Secretary of this general meeting, who will be presenting the result of the votes on the resolutions that have been presented to you as shareholders. I'd like to remind you that the voting rights after a deduction of self detained shares that are deprived of are 178,000,000, 7 69,317 with 100 and 19,880 838 votes. That is a quorum of 74.83%. There were 13 votes on the ordinary meeting and 4 for the extraordinary meeting. And so, reinforced majority by the 2 third for those. Now we are now going to present the results per resolution. 1st resolution, approval of the accounts of the company for the fiscal year closing on December 31, 2020, approved 99.81 percent. 2nd resolution, approval of the company's consolidated financial statements for the financial year ended December 31, 2020, approved 99.81%. 3rd resolution, allocation of the profit or loss of the financial year ended December 31, 2020, and setting the dividend at €0.44 per share, approved 99.81 percent of the vote. 4th resolution, approval of the regulated related party agreements and undertakings referred to in Article L22538 and following other French commercial called N of the Auditory's Special Report approved by 98.89%. 5th resolution, ratification of the appointment of Mrs. Sandrine Terrain as a Director approved 89.55 percent. 6th resolution, appointment of Mrs. Sandrine Terrain as Director, approved 85.54%. 7th resolution, appointment of Mr. Patrick Jeanty as Director, approved 99.97%. 8th resolution, approval of the fixed variable and exceptional components of the total remuneration and benefits in kind attributable to Mr. Gautier Louet as Chairman and Chief Executive Officer for the year 2020. This resolution is approved by 95% of the vote, 95.02. 9th resolution, approval of the remuneration policy for the Chairman and Chief Executive Officer approved 92.91%. 10th resolution, approval of the information mentioned in paragraph 1 of Article L2210 9 of the French Commercial Code, this resolution is approved by 95.61 percent of the votes. 11th, resolution, approval of the directors' compensation policy, approved 99.90 percent. 12th resolution, authorization granted to the Board of Directors to trade the company's shares approved 99.77 percent. 13th, resolution, authorization to the Board of Directors to reduce the company's share capital by canceling treasury shares approved by 99.99 percent of the votes. 14th resolution, delegation of authority to the Board of Directors to increase the share capital with elimination of the preferential subscription right by issuing company shares reserved for members of a company's savings plan approved 96 point 3%. And 15th resolution, delegation of authority to the Board of Directors to increase the share capital by issuing shares with elimination of preferential subscription rights in favor of a specific category of beneficiaries approved 95.95 percent. 16th resolution, approval authorization to the Board of Directors to freely allot existing shares or issue new shares in favor of certain employees and executive officers of the company related companies approved 91.22 percent. And finally, 17th resolution, the last one, powers for purposes of legal formalities approved 99.99%. I'd like to thank you for your attention and I will now give the floor to Mr. Gottlieb for the official closing of this shareholders' general meeting. Thank you, Pascal. Ladies and gentlemen, we're reaching the end of this Shareholders' general meeting, and I would like to thank you for your participation. I also wish you to stay safe and in good health, and I hope we'll have the opportunity to meet again next year in a more favorable health context, in a more friendly atmosphere. Finally, we would like to invite you to watch a short video on SPEAK. Thank you for the interest you have in our