Ladies and gentlemen, welcome to this SPIE SA annual general meeting, and delighted to welcome you here alongside the board of directors. Again, thank you for attending this session. We have here Jérôme Vanhove, who is our CFO, and Pascal Colbatzky, who is Head of the Legal Department. This is an open meeting. It is being webcast. The video recording will be available on the company website after this session. Of course, you're listening to the English translation. Right, before starting, let me point out that this combined general meeting was convened upon the first invitation. All the legal announcements regarding this meeting were done according to legal provisions. You have the accounts, reports, and documents available on the table.
If you will recognize this, it is now for me to appoint the members, the officers of this meeting, take on the quorum, and remind you of the agenda. I will be chairing this amongst the shareholders. Representative of the shareholders, you have FCP SPI for You, which is the mutual fund of SPIE, represented by the supervisory board's director, head of the supervisory board, Madame Annie Bilgen. She will be the first teller. The second teller will be Jean-François Delclercq, who is HMG Finance, will be the second teller. Mrs. Bilgen, Mr. Delclercq, do you accept this position? Thank you. Christopher Allen, who represents the legal department, will be doubling up as secretary of this AGM. Regarding the quorum, the share capital includes 168,073,514 shares. You have to remove the treasury shares, 390 shares, to get the reference number of shares.
Taking into account the double voting rights, the total voting rights represent 184,998,844 shares. The number of shares held by shareholders either present or having voted by mail is 125,018,176 shares, 74.38% of shareholders with voting rights, which is above the 20% and 25% quorums needed for decisions to be taken in the ordinary and extraordinary AGMs upon the first meeting. The AGM can therefore take decisions. The decisions in the ordinary part need a simple majority. For the extraordinary part, decisions will need a two-thirds majority. Now, this meeting will be asked to vote on the item of the agenda that was passed on in the notice that was distributed prior to this AGM. We haven't received new resolutions, and no changes were made to the agenda.
I will not read the entire text of the text, nor shall we read the reports of the boards that can be found in the universal registration document or the convening notice that were made available prior to this meeting. Let's go through the highlights of this company in 2024. Regarding this AGM, I will go through some of the highlights of 2024. Jérôme Vanhove, who is our CFO, will go through the financial highlights. Isabelle Lambert, who is in charge of sustainable development, will look at our objectives for 2025, especially as regard the environment and human capital. We'll also indicate our climate objectives for 2030.
After the presentations, I will give you an outlook of the group and ask Patrick Jeantet, who is the Lead Director and head of the appointments and compensation committee, to come and present the proposals regarding appointments of directors and compensation issues. The auditors will present their reports, and as part of these presentations, a few videos will be shown. After the presentations, shareholders will be given a chance to put questions. Shareholders online can put their questions in writing. These questions will be grouped into themes and will provide answers, and then we can vote on the resolutions. Let's start off with a video on the highlights of 2024. Right then, so let's look at the highlights of 2024. 2024 was the Olympic year. It was also the Olympic year for SPIE because we broke all our records. We had double-digit growth in revenue, up 13.7%.
Significant increase in our EBITDA margin, + 50 basis points compared to 2023, to 7.2%. Free cash flow reached a high point at EUR 570 million. And conversion rate, cash conversion, which is also a significant item for SPIE, 122%. Significant M&A activity, EUR 457 million revenues on an annual basis acquired in 2024. We developed our leadership in sustainable development. 49% of our own revenue is in line with the European taxonomy. Outstanding performance in all areas. We're looking at EUR 9.901 billion in revenue, up 4.3% in organic growth compared to 2023. EBITDA stands at EUR 712 million, up almost 22%. As I said, the EBITDA margin stands at 7.2%, putting us right up in the top of the profession. Free cash flow, EUR 572 million. I just said the conversion, cash conversion ratio was 122%.
We have a leverage ratio of 1.6 times EBITDA, which is quite reasonable considering that we had a significant M&A acquisition, as many as eight acquisitions, EUR 457 million in revenue acquired. There were eight acquisitions, and there was some cash out in the year. We have an adjusted earning per share at EUR 2.5, and dividend is up 20.5% compared to 2023. Revenue was up significantly, dynamic increase, many acquisitions. Germany, in particular, we're looking at 26.7% increase in acquisition, 6.3% organic growth. Germany has become SPIE's first segment. France's overall growth stands at 3.1%, of which 1.4% organic. France had an excellent start of the year, but then there were disruptions because of the political developments we had in the country.
Northwest Europe overall growth stands at 10.5%, a significant portion of organic growth at 7.9%, especially in the Netherlands, because that was very dynamic indeed in 2024. Central Europe, there was negative growth, minus 2.5%, minus 2.9% in organic and small contribution in non-organic growth. Global services energy significant growth at 23.8%. There was a significant portion in Africa. Organic growth stood at 13.7%. Additional growth, mostly to do with wind turbines. Overall growth stood at 13.5%, 4.3% organic, and 9.2% from acquisitions. Now then, if you look at, I was talking about acquisitions. As I said, there was a lot of acquisitions, three in Germany, one in PV panels in a company in Berlin, one in communication services. That was landlines and fibers, therefore, and also mobile telephony with 4 and 5G networks in Germany.
At the end of the year, we acquired Otto. Otto is an engineering and product management company in the pharmaceutical industry. That is, of course, an exciting industry. We are delighted to have made that acquisition in Germany and France. Two acquisitions, including a nuclear and another one in special piping, and that is the company Spiff Inox. In Poland, in services, Electro Montage, and services, we had cloud services in Switzerland, but also in ICT infrastructure, we acquired AnyLink in the Netherlands. As I said, significant and highly diversified M&A acquisition in many different territories. Each country has seen its businesses strengthened, and the pipeline of additional acquisitions remained quite significant. We are operating in highly fragmented markets, so there are new targets showing up constantly, and that is part and parcel of our growth model.
Now, in 2024, we managed to increase margins in all business areas. We have as many as 24 basis, 90 basis points additional in Germany, EUR 242 million in EBITDA in Germany above France. There was an additional 10 basis points acquired in France, 40 basis points, plus 40 basis points in Northwest Europe, especially thanks to the Netherlands. The Netherlands now is ahead of the team alongside France, plus 20 basis points in Central Europe, and then 120 basis points. We have above 10% profit margin in GSC. All segments have contributed to this additional 50 basis points in our profit margin.
We stood at 7.2% in 2024 compared to 6.7% the previous year. This growth in profit margin is reflected in cash generation. We were able to get an outstanding performance in 2024. If you look at our share capital structure, as you know, our employee shareholders are the largest single group of shareholders. They own 7.8% of all shares. If you add in 1.8% of management, you have 9.6%. The largest group of shareholders is the company's employees. The float stands at 90.4%. I'll now give the floor to Jérôme Vanhove, who will give you more details on the financial performance. [foreign language] Merci, Gauthier. Bonjour, mesdames et messieurs.
Thank you very much, Gauthier. Good morning to all, dear shareholders. Now, I'll talk you through our financial results. That's for year 2024. Revenue EUR 9.9 billion, therefore total growth of 13.7%, which includes 4.3%, that's organic growth. We can see the acquisitions made and their contribution. Acquisitions made in 2024 for a bit more than 9%, which means EUR 800 million. That's the total contribution for the year's revenue. We have a strong increase in EBITA, EUR 712 million, therefore 21.9% growth versus 2023.
Now, of course, the first thing that accounts for this is our revenue growth. As was said earlier on, also we have an improvement of 50 basis points on our EBITA margin. There is more or less 25 basis points connected to an improved performance on the historic scope of the group. That is, we can increase our prices, we execute in all of our segments, and also our product mix is favorable if you look at all of our business segments. The other half, that is 25 basis points, we see the accretive contribution of our acquisitions.
For this vintage 2024, as you can see, what we did is a lot better than the 6.7% that we had in 2023, which means that the adjusted net income, as you know, we always restate the net income because we have non-cash IFRS expenses, for instance, amortization connected to intangible assets and items, rather, and goodwill, and also other expenses connected to the fair value on the convertible bonds. The net adjusted income translates to the intrinsic economic performance of the group, and it's up 22%, reaching EUR 420 million, therefore totally in line with the EBITA of the group or operating income. Net EPS on an adjusted basis is at EUR 2.5, therefore an increase of more than 20% versus 2023.
Then the net income group share has evolved, as you can see, with an increase above 10%, as you can see, 14.5%, despite the IFRS non-cash expenses connected to depreciation of goodwill connected to our M&A business, that is, acquisitions. Now, I'll give you more detail about the financial structure of the group. As you can see, EBITA has increased EUR 712 million. We have EUR 87.2 million. That's for the net financial debt, therefore up almost 19% versus 2023. This is because we have an increase in the net debt, a gradual increase over the year. Of course, with this debt increase, we have to remember that we made quite a lot of acquisitions. There are other financial expenses that have remained almost stable, EUR 30 million, as you can see.
This includes mainly the interests paid connected to our pension schemes and systems in Germany and Switzerland. This being said, the normative tax rate for the group is up a little at 29.1%. This is because our geographic mix or scope has been modified. Of course, today we have more revenues from Germany. Germany is one of the countries where we have the highest tax rate at 30.7%. That is where we have a slight increase. Thus, the adjusted net income group share is at more or less EUR 420 million, therefore a 22% increase, which is very much in line with the EBITA growth, which really reflects a very sound financial position for our group. Now, a few words about our cash, as Gauthier Louette said before. Cash generation during the year was really good.
This, again, reflects our business model that we've chosen for the group and how important cash generation is. We've gone from EUR 793 million- EUR 1 billion 262 million. If you look at cash flow from operations, the results were quite good in 2024. As you can see on the page as well, we made investments in the M&A strategy over the period, EUR 930 million, more or less. Let us start with our cash flow from operations, EUR 81 million connected to our CapEx, capital expenditure. This really reflects the fact that our structure is not very much capital intensive. It is 0.8% of our total revenue. The change and the contribution of the change in working capital requirement was quite significant this year, as you can see. This really shows that our results are really excellent.
This reflects the fact that all the teams in the group keep an eye on WCR, and they pay attention to cash generation, as we usually say. We say that SPIE is not a bank for its customers. Now, on this basis, that is, cash flow from operations, EUR 852 million, which again shows a conversion rate of our EBITA in cash, that is, the cash conversion rate of 122%. We have cashed out EUR 244 million. That's the net interests paid on the debt and also the taxes paid. Free cash flow, EUR 570 million, thanks to which we've managed to finance completely all of our acquisitions. The one signed during the year, EUR 930 million, that's the total amount, as I said, and other cash outs, that's the dividend and also the increase due to the capital increase for the employees, EUR 42 million.
Net debt, EUR 1 billion-EUR 262 million. This really shows that we have a leverage rate, which is slightly up versus 2023, but at 1.6 times, excluding the IFRS 16 impact. Our balance sheet has not really changed. The structure has not changed. We have a bond loan, EUR 600 million. Maturity is June 2026. That is the tenor, and we are thinking about refinancing it. We have a bank syndication, EUR 600 million. Maturity had been postponed from 2022 to 2027, and the convertible bonds signed in 2023, maturity in 2028. With this, we have an average cost, a weighted average cost of our debt, which is quite stable from one year to the next at 3.4%.
What's new about 2024 is that we've had an increase in the RCF, which is undrawn at the end of the year, but available for a total of more or less EUR 1 billion. Therefore, it's up from EUR 600 million- EUR 1 billion so that the group has enough liquidity so that we can continue and acquire companies. A liquidity level, which at the end of the year was still very high at EUR 1.6 billion, a bit more than that. Now, the structure of our debt is with fixed rates, more than 81%, so not sensitive. We do not react to changes in rates. S&P and Fitch still rate us double B plus. Fitch recently gave us better outlooks. Now we are positive. The outlook is positive.
Now, during this AGM, what we propose is a dividend for the year, which will be at EUR 1 per share on the basis of a distribution rate that has not changed versus what we did in the past, 40% of net income that's been adjusted. A dividend of EUR 1 per share, that's an increase compared with 2023, more or less a 20.5% increase. By the way, as you can see, dividends increased twofold in the past nine years when SPIE was floated from EUR 0.50 up to EUR 1. EUR 0.25 were paid. That's the interim dividend that was paid out in September 2024. The rest, that is EUR 0.75, will be paid out on the 16th of May with a coupon that's going to be detached on the 14th of May 2025 if the AGM so agrees. A new interim dividend is planned for a total of 30% of the dividend we present to the AGM and will be paid out in September 2025. Thank you very much for your attention.
Thank you very much, Jérôme. If we look at the highlights in 2024, one of the things that we worked on is our purpose, the SPIE purpose. It was co-hatched in 2023 with more than 550 employees representing nine countries. Twenty-four clients were consulted, and this really gives meaning to our businesses and SPIE's contribution to society over the long term. Now, in a context which is that of climate urgency, decarbonation is pivotal in our purpose. It is based on four commitments. It connects the value of the company with the value that we intend to create for the different stakeholders. It unites the teams and is the course that SPIE wants to follow so as to grow. We will now watch a video on that.
Change begins with people who shape it. At SPIE, we apply our collective expertise to designing and implementing reliable technical solutions that address society's sustainability challenges. We are passionate about developing our core competencies to solve complex technical challenges. We are a trusted partner for delivering mission-critical services to our customers. We are a proactive partner, offering technical mastery of field-proven solutions, fostering a low-carbon economy.
We share cutting-edge innovations with our stakeholders and integrate them into tailor-made solutions. All these achievements would be nothing without the people who make them possible. All these promises only become valuable when they are brought to life by the faces behind our mission. At SPIE, it's not just about technology. It's about the passion for working together towards a better future. Our employees are the heartbeat of our mission, the driving force behind change. With combined knowledge and dedication, we are shaping the world of tomorrow. We are part of the solution. We are SPIE.
Since we're talking about our employees, men and women, I can tell you that 2024 was a very buoyant year. We've recruited 6,800 people. We've welcomed 4,000 employees because of our acquisitions in 2024. All in all, that means 11,000 new employees on a group that has a total of 55,000 this year. It's a major challenge because our intention is to share the values of the company, which is essential so that we can continue with the group's development very much in line with our values, our culture, and our strategy.
We've developed co-optation programs up 32% this year compared to where we were at the year before, which means that this is dear to our hearts again. It's a way for us to make sure that there's a good match between those employees who join us and the needs that the company has. They know the company. We know them as well. There's commitment on both sides, which is quite fruitful. We've also reduced the voluntary rates, the number of people who leave the group on a voluntary basis, 6.6%. We promote equality and diversity. We have 19.9% women at managerial level in SPIE. Therefore, a nice improvement compared to where we were in 2020. That was the beginning of our period when we decided to commit on that front. That is equality and diversity. We still promote apprenticeship. We have 1,500 apprentices.
We have also their mentors who help them. That's very important. I meet people who work for SPIE who were in the past the apprentices and now who are mentors. That's very important to pass on the culture that you've acquired, the company culture. The employee share ownership plan have improved 9.6% of the total shares of the group in the hands of our people. This is dear to our hearts. On the board, we have a representative of the French FCP, Mrs. Van Claveren and Annie Bilgen as well, who chairs the FCP, the mutual fund. It's something essential in the company to make sure that the employees create value, that the links are strong between them and the group. We will continue and promote share ownership in the group in the years to come. Now, I'll hand over immediately without further ado to Isabelle Lambert, Sustainability Director. She will be talking you through sustainability and what we've done on that front this year.
Hello. In 2021, we developed our first sustainability roadmap for 2025, and it's based on two pillars: the environment to start with, and number two, reducing the negative impacts of climate. We have decided to focus on health and safety for our employees. That's what we call social, and to have more balanced teams. As to reduce the negative effects of climate change, what we do before anything else is that we measure what we do so that our clients can decarbonize their own business. We do this, and to do this, we use the European taxonomy of sustainability, and we started in 2019. We started at 35%. At the end of 2024, we had reached 49%.
All these are activities that contribute to decarbonizing different industries. The first one is T&D, transport and distribution, transmission and distribution, then all the services in buildings, better energy efficiency, or better industrial maintenance, and to a lesser extent, low carbon mobility included in the 49%. Our objective on the roadmap is to reach 50% at the end of this year, 2025. As you can see, we got off to a very good start. We help our clients decarbonize, but this means that we have to do things for ourselves as well. We have to reduce the group's footprint, our footprint and our own operations. That's what we call direct impacts of the group, scopes one and two. We want to reduce our footprint by 25%. This applies to our fleets of cars.
Now, on the video that we showed you, you saw 1,500 electric vehicles, but I'd say it's almost 7,000 electric vehicles that we use in our fleets. It's electrified to 11% of 25%. What's more is that we've improved our energy efficiency in our buildings. We use renewable energy for these buildings. Last year, in 2024, we had decreased our carbon footprint by 21%, and this year, our objective is to reach a reduction of 25% by the end of the year. Our direct footprint is measured thanks to scopes one and two, as I said. Yet, there are GHG emissions, greenhouse gases also that we have to take into account that come from the value chain. That is, the CO2 emissions coming from what we buy or the use that people make when they buy our products. Therefore, the lifecycle of our products.
Our objective for 2025 is a commitment from our suppliers. That is, by the end of 2025, we want to reach a level of 67% of GHG emissions from the products and services that we buy that would be coming from suppliers that are committed to reducing their footprint, carbon footprint. We've improved nicely to reach 58% at the end of 2024. 58% of committed suppliers. That's the level of emission. That means more than 2,000 suppliers who've committed to reducing their carbon footprint, which also means that our own operations and our purchasers have worked on that so that we have more suppliers who commit than what we call the social objectives. Our objective is to reduce by 50% severe accidents connected to our operations. If you look at the situation in 2024, the results are not really that good.
That is, the situation is stable versus the starting point, that is 2019. Sixteen severe accidents. It doesn't mean that we will never meet our objective for 2025. We're working on that day in, day out. We have the basic safety rules that we stick to, and we do this and deploy them on a daily basis. Diversity in gender. Mr. Louette has already talked about the good results that we've had. Our objective is a 25% objective. That is, 25% more women at a managerial position. 25%, that's the increase between 2020 and end of 2025. At the end of last year, we reached 24%. This reflects the progress on basis of our roadmap and our plans for 2025. Last year, we also defined the future objectives. For that, we've drafted another roadmap for 2030.
Now, what are the businesses aligned on the European taxonomy for 2025 to 2030? We always want to have more than 50% of our total revenue that will be aligned on the EU taxonomy. First, the carbon footprint that has to go down. We are working on our direct footprint from our fleets and buildings. Our objective is minus 50%. We want to reduce our CO2 footprint before 2030. For indirect emissions, that is scope three, our objective is even more ambitious. The objective so far was qualitative. We wanted the commitments of our suppliers, and now it is a quantitative objective. We want to reduce our footprint to cover the whole value chain from the products and services that we buy down to our customers, that is, when they buy our products and services. The objective is to have a reduction reaching 55%.
That's the total reduction in the intensity of indirect emissions. As far as the social aspects are concerned, we're still working on severe accidents, but this time, we look at intensity. As Mr. Vanhove said, we acquire many, many companies, which means that we can assess our progress and still take into account the fact that our scope is continually growing. Our objective is to reduce by 30% the intensity of severe accidents versus the previous period. As far as diversity and gender are concerned, we're going to broaden the scope. Until 2025, we were looking at managerial positions. That is more or less 250 positions in the SPIE organization. Before now, 2030, we've changed the plan. These will be the middle management and higher management positions, but this time, we will cover 2,000 positions in our organization.
The objective, perhaps, is to increase the number of women for the coming period. All right, I already commented on those who contributed to decarbonize the economies of the way in which you can contribute to, you know, change the energy mix. That includes the electric grid, but also the way in which you use renewables, the energy efficiency in buildings, and low carbon mobility. That could be electric charging structures or such transportation networks as the Metro that have a zero carbon footprint. A few words about the final slide. On the right-hand side, you can see that we have a new goal regarding scope three. It's a highly ambitious goal. We're reducing the intensity of emissions in scope three, a 55% reduction.
We will achieve this by pursuing, of course, the commitment on behalf of our suppliers, and we started that a number of years ago, identifying more consistently all low carbon alternatives they might offer. We want to be proactive with our customers, telling them about the advantages of low carbon alternatives throughout the lifecycle of our services. That could be maintenance services or indeed one-off installations. It also means we have to consider the way in which we design our facilities. Last year, we already stood at -21% in bringing down the carbon intensity. We are well on our way to that achievement, but we still have some ways to go. We want to arrive at -55% by 2030. Now I'll give the floor to Mr. Louette.
Yes, thank you so much, Isabelle. Regarding our outlook for 2025, we are looking at a new year of sustained growth and financial performance. We propose to continue organic growth, but also sustained acquisitions. We expect revenue to go way past the EUR 10 billion mark. We will continue, as we always have. We propose to continue expanding our EBITA margin, and we will maintain our dividends policy. We are looking at a 40% payout of our net adjusted income group share. There was an investor day earlier this year. We announced the outlook for 2025 to 2028. EBITA should be beyond EUR 1 billion by 2028, but also annual or average annual growth should stand anywhere between 7%-9%, including 3%-4% of organic growth on average per year over the period 2025 to 2028.
We're looking at an EBITA margin at least 7.7% by 2028, enabling us to go past the EUR 1 billion mark for EBITA by 2028. Free cash flow on an accumulated basis should be beyond EUR 2 billion over the period 2025 to 2028. Accumulated free cash flow will be, well, free cash flow should be allocated as follows. Dividend with a payout ratio of about 40%. We will continue buying back our own shares as part of the anti-dilutive plan in favor of our employees.
We will have so-called bolt-on acquisitions that will be self-financed, and that should provide us with more flexibility for additional returns to shareholders or for more acquisitions if we find suitable targets with an ability to take them on board. That's the outlook for 2025 to 2028. Before I give the floor to Patrick Jeantet, we'll have a brief presentation of a video illustrating our activities in renewable energies. That is an example to do with battery storage systems. That is a very useful contribution to the grid because there are many intermittent renewables. You need to have buffer systems, and that's what these processes are all about.
As we know, renewable energies like wind and solar power have become essential in the energy transition, largely dependent on weather conditions. The production of these energies poses three major challenges. First, a need to not lose generated energy when it exceeds demand. Second, a need to deliver an uninterrupted energy supply to consumers. Lastly, a need for an electrical network that offers stable frequency and voltage.
The solution to these challenges is to connect the grid to a BES, a battery energy storage system, in order to store surplus electricity, release this electricity when demand increases, ensure grid stability and supply balancing with fast response times. A BES thus contributes to exploiting the potential of renewable energies and reducing the use of carbon-based energy. SPIE offers a range of BES-related services, from the design and study phase to the installation of batteries and peripheral electrical equipment and high-voltage network connection. Our experience and technical expertise enable us to support our customers in their projects so that together we can contribute to the development of renewable energies.
Okay, ladies and gentlemen, I'm delighted to introduce a number of resolutions for you to vote on regarding the appointment of directors, compensation of the CEO, and compensation of the directors themselves. The first item is resolution number five. That is the renewal of two independent directors, the first one being Madame Sandrine Théron, who was appointed for the first time on the board in 2021. She is an independent director. She heads the audit committee, and she is a very present director.
She's there 100% of the time, and she's been appointed because of her financial competence. As to myself, I was appointed for the first time in 2021. I'm an independent director. I'm a lead director, and I head the appointments and compensation committee. I'm also a member of the CSR and governance committee. I've also attended all the sessions 100% of the time. The board is recommending my own appointment because of my experience, hands-on operational experience, and my expertise in governance. We have, on the seventh resolution, the appointment of Madame Carole Le Gall.
She is an engineer graduated from the School of Corps des Mines. She also has a Master of Science from the Massachusetts Institute of Technology. She was involved in the energy industry with Engie and Total, and now she is a director at GECINA. Sustainable development and the energy transition are the red thread of her own professional career, and she will then strengthen the competence of the board of directors in these fields. The eighth resolution is the appointment of Madame Marielle von Schomann. She has a dual German and Belgian nationality. She holds a master's degree in international management from EAP ESCP Europe. She started her career at Digital Equipment Corporation, then at Compaq Computer Geneva, then Boston, before joining Siemens in 2001. She had various positions at Siemens, and she was chief of staff, undersecretary, and in charge of markets at Siemens.
She will provide her expertise in the international markets, her knowledge of governance, industrial environment, and the energy and technology business in Germany. We are also co-opting another independent director, Bertrand Finet. The board of directors co-opted on 27 March 2025, Mr. Bertrand Finet, after he resigned from his position as director at Peugeot Invest. He was representing Peugeot Invest, and he has no further engagement with Peugeot Invest after he resigned. He will bring to the board of directors his financial skills and knowledge in the fields of fusions, mergers, and acquisitions, and investor relations. We have a number of resolutions for them. If they are adopted, the board will change as follows. Right now, we have 10 directors, 6 independent directors, a 40% ratio of women, and half of the directors are not French.
After the AGM, provided these resolutions are adopted, there will be 12 directors, including 8 independent directors. The gender ratio will be 50% for women, and 50% of administrators will be non-French. The two other resolutions I meant to tell you about are those concerning the compensation of the CEO. The fixed part of this compensation, as you know, the annual compensation of the CEO was raised to EUR 900,000 in 2024 upon decision of the AGM last year. This amount will remain unchanged for 2025. Regarding the variable part of the compensation for 2024, the structure was adopted by the AGM last year. It includes two criteria: quantitative criteria and qualitative criteria. Regarding quantitative criteria, for such criteria, EBITA, which, as you know, was overshot. The target was 30%, and now we stand at 36.4%. The other item is cash flow for 2024 compared to budget.
That was indeed significantly, as you could see in the financial figures, well overshot because we reached the maximum possible figure at 60%. External growth, that is, acquisitions. Now that is, you have two sub-items, acquisitions, but also what is known as look-back, that is, ex post facto assessment of acquisitions, two years down the drain. In both cases, there was an improved performance. We stood at a full 15%. The fourth criterion, which was introduced last year on safety at the workplace, there were two KPIs that are followed by all the top management. These two criteria were overperformed. There was improvement in safety at SPIE, but unfortunately, because of the serious accident in Gabon on an oil platform in 2024, the CEO considered that he would not earn any bonus on that front. That's why you have this 0% figure.
If you look at all the quantitative criteria, you arrive at 111.4% of the fixed compensation. If you look at the qualitative criteria that weigh 25% in terms of objective, there are three types. You have CSR with a number of criteria, including reducing CO2 emissions or CO2 equivalent greenhouse gases in scopes one and two, increase the procurement with suppliers who propose to reduce their carbon footprint, as Isabelle told you earlier on, and then increase that portion of revenue considered to be green according to European taxonomy. This is in line with the company's CSR plan, and the board found that for the year 2024, the maximum had been reached for all these targets, and hence we put in a full 15%. The second item is risk management, and there the board also found that risk management is well organized at SPIE.
Therefore, the way in which risk is managed and the way in which the CEO has been running that structure meets all requirements, and we get a full 5%. The third item is a succession plan for key managers, and that is for, of course, the executive committee of SPIE to work on that. Last year, there was a session with the CEO who presented his own succession plan, as he does every year. We had a very strong commitment with a very frank discussion on short-term and long-term succession plans for all members of the exco. That led to a full mark of 5%. We feel that on all three criteria, the maximum was reached, and we get 25%. That means that the variable part of the compensation standard is 136.4% of the fixed annual compensation.
You arrive at EUR 1.127 million. Regarding the structure of the variable compensation for 2025, we propose to keep the same qualitative and quantitative criteria as those used in 2024 with an equal weighting, 75% quantitative and 25% qualitative. Finally, the last item, and these are resolutions number 12 and 13, compensation of the directors. There's a quick reminder of last year's AGM. We upgraded compensation on the variable part of compensation per meeting with a ceiling, with a cap. There was also an upgrade of compensations of the heads of committees, especially the audit committee. That was decided based on a benchmark conducted last year looking at our peers. In 2024, as you can see in the URD, the compensation was computed based on these principles. The compensation criteria will remain the same for 2025 for directors.
Thank you, Patrick, I'll give the floor to our auditors. I'll give you a brief summary of their reports. You can get the full reports in the information document that was made available prior to the AGM. I'll give the floor to Mr. Bourgeois.
Chairman, ladies and gentlemen, dear shareholders, on behalf of the shareholders, PricewaterhouseCoopers and Ernst & Young, I'll give you a brief summary of the work that we conducted as part of the year 2024. On the one hand, we had to conduct audits with a view to assess the accuracy, the truthfulness, and fairness of the accounts, and also check on the accuracy of the information provided, especially as regards related party agreements. There were three reports, and that relates to three resolutions of the ordinary part of the AGM.
We also reviewed the reports produced by top management and the draft resolutions, which, in line with the Code of Commerce, require specific verifications on our part. We produced four reports in line with resolutions 15 to 18. Regarding the annual and consolidated financial statements on pages 262 and 233 of the URD, both on the annual financial statements and consolidated financial statements, we have an unreserved opinion for the year 2024. We highlighted in our report the key items of the audit as follows: assessments of redeemable shares for the annual financial statements and recognition of the income on long-term service contracts and assessments of goodwill on the renewed contracts. We also reviewed, or we made checks on the information provided that were listed in the annual reports, as well as other documents provided.
When we went through these, we found no observations. We also found that the presentation of accounts is in keeping with the European electronic format. That for the annual and consolidated financial statements for related party agreements, we were not told of any new such agreement for the year 2024. We find that no previous agreement was continued over the year 2024. For the resolutions for the extraordinary part of the AGM, there were four reports on delegation of authority granted to the board of directors. These are operations listed in resolutions 15 to 18. For each of these operations, we checked the content of the reports of the board of directors. We looked at the terms and conditions for a possible reduction of capital under resolution 15.
For resolutions 16 and 17, we reviewed and we expressed an opinion on the information on the conditions to determine the price of the new shares and the conditions under which the preemption rights were moved. We had no observations on resolution number 15 and resolution number 18 regarding operations listed in resolution 16 and 17. This is standard practice. A number of items regarding the modalities, this is delegation of authority to be given to the board of directors. Since this has not been defined yet, we do not express an opinion on these items, but we will do so. We will produce an additional report when the board of directors does implement that delegation of authority. We did actually produce a few weeks ago a report regarding delegation of authority that was granted to the board back in 2024, on the 3rd of May.
Now, under new European regulations, you need to have an auditor that has to produce a report on sustainability matters. That's the very first implementation of CSRD. We sort of discovered, put it this way, the whole business. PricewaterhouseCoopers engaged in limited assurance on sustainability reports. The report produced by PwC covers three issues that you can find in this table. If you look at the last column on the right-hand side, you can see that our conclusions of the report on limited assurance, all the conclusions are positives on all three items. There are two comments that were made by PwC regarding, well, items of information provided by SPIE and in SPIE's own, it is to be found in SPIE's own report. These are technical observations that are fully detailed. That's about it, ladies and gentlemen. Thank you for your attention.
Right, I should like to thank the auditors, but before we move on to questions from shareholders, let me point out that we have not received any questions in writing from any shareholder. Now we are here to take any questions that you might have here now, but please introduce yourselves first. We have allowed 30 minutes for the Q&A session, so please be brief in your questions and please limit the number of questions so that everybody gets a chance to put a question. We will return to you if you have additional questions.
Je reprends sur HMG Delclercq, HMG Discovery is the fund I represent. Now, I've been attending a number of your AGMs, and to start with, I think we need to congratulate the directors, plus all the employees who work for the group, given their commitment, their engagement, thanks to which this year, again, the results really look very good. Congratulations to all of you. I have a couple of questions to ask. Question number one, the operating margin for Central Europe. Could you give us more color and give us the current level and the reasons why this margin is not as good as the one we have in France and Germany? Is this a one-off thing or is it structural? Could you perhaps shed light on that? Please. I have a second question now about the current political environment.
As we know, there were positive winds going in the direction of decarbonizing the world, but we know that politically, the political stances have changed on that front. Have you felt, has SPIE felt some type of slowdown in decarbonization? As you said, we've signed off projects for electric vehicle charging stations, and we know that nowadays there's a bit of a slowdown for this or less appetite. I have a third question. I have more questions later on, but for the time being, only three. Third question, your Q1 reports. I think that France was like saying, we're going to wait and see what's going to happen. There was the base effect, of course, as you said, during the Q1 results. You said, I think as well, that you had fewer projects in fiber optics.
It was very much the wait and see atmosphere coming from the clients. What can you say about France for Q1 and Q2? What about your client's mindset? Would you say that this is still the case? Another company this morning was saying that in France, we were waiting to see what the politicians would do, and now it's the case all over the world. We're waiting to see what the political positions will look like. Another question is, what about the outlook for 2025? We know that Germany is the word today because the budgets we think are really good in Germany. There's going to be some type of support from the government to the general economy. When will this have a positive impact on the SPIE group's business? Those are my questions to start with, if you don't mind.
It's a good thing I told you not to ask more than one question. Anyway, as far as our margin in Central Europe is concerned, that's true. It's not as good as the group's margin, but the level is still very good. Central Europe for us is a region with different countries, as you know. Some are big, like Poland. To cut a long story short, this is very much connected to boots on the ground in the countries where we operate. In Poland, we're quite big. In Switzerland, we're small, if I can say, or Hungary as well, and Slovakia. That's the first effect. That's why we have an M&A policy, so that we have a better foothold locally, a stronger foothold, which will have a positive impact on our margins. In any case, in all of these countries, we have quality teams.
Our cash flow is really respectable, and the trend that we see is quite good. Poland is well exposed in the energy transition. Now, the political environment and the energy transition and impacts thereof. I think, as you said, it's a bumpy road. There are political statements, and then there's the reality of what we see on the ground. The energy transition is still very much a reality. This is some type of danger for some countries, and that's why we need to decarbonize energy in the Netherlands, in Germany, in Poland. Decarbonization is a sustained trend, and we don't have these bumps on the road. It's not really based on anybody's tweets that are sent out. That's quite constant, a trend that lasts. As you can see, we've improved in all the countries where we operate on that front.
Now, you wanted me to talk a little about Q1 results. That's true. In France, we've had a slight decrease, organic decrease during Q1, but our country is very resilient. I mean, our SPIE country is very resilient. We saw that in the past. We work mainly in maintenance or refurbishment, renovation, and therefore we're very resilient. We have a strong basis, and we're not really worried for the rest of the year. To say something about Germany, we are very optimistic for the rest of the year. As I said earlier on, energy transition is a driving force in Germany. It's a driver.
We're number one in T&D, transmission and distribution of energy in Germany, with a backlog that covers several years of business for transmission. The support to economy is going to help our clients in distribution. T&D is going to be better off, and that's for distribution. We need to adapt the local grids, and that requires massive investments for the years to come. Here again, we're number one in Germany. There are other aspects in that country-level plan that will have positive effects, not right now, but later on. Thus, the business environment will be better for us in the near future, very near future.
Hello, I'm Mr. Chaumier. I am a shareholder. Your numbers are quite impressive. The Germans have a EUR 500 billion plan for the years to come. Many people will look at you with envy. In your industry, you're the only group that's independent, I'd say. Usually, the other ones are connected to a construction group. 90% of your capital structure is free float. I wanted to say something about this.
Have you seen any changes, or have some groups knocked at your door or tried to contact you? People perhaps are looking at you with envy when you look at your position in Germany. Are you afraid of anything that you will be backed on a larger group, or is it the valuation of the group, the company's valuation that's going to protect your group?
I think you've answered your own question. If you're smaller than others, you have to run faster than others. It's our market cap that's going up nicely and faster than other groups, and this helps us. We do believe in the virtue of remaining a standalone group, an independent group for our clients, for our employees as well. We only have one business, but we do it very well, and we continue and work on our performance. It's the best way for us to ward off all those who would look at us with envy.
Hello, I have a couple of questions about the debt and the goodwill. First question is on the debt. Page 148 in French. 600, 400, 300, 600, these are all the debts in millions. The second line, second question is the bond loans, the Ornans bond loans. Page 151 in the French document, if you don't meet an objective, etc., you would have penalties or increases in the rate. What are they, please? Second question, it's the tranche A in the senior credit contract that's not explained. Page 151, there's nothing, or I couldn't read anything on the page in the French registration document. Fourth question about securitization. Is it something that's close to factoring or something that looks like factoring? And a question about the goodwill. It's a simple question.
You use the DCF, and your goodwill is going up. Therefore, there is no provision, no amortization of goodwill. That means that your goodwill is gaining value. It does not need to be amortized. Thank you for your question, for your answers. As far as Ornans bonds are concerned, that is true. As early as 2022, and for all the financial vehicles we use in the group, we stick to sustainability-linked principles with ESG frameworks so that we align our policy in sustainability and ESG commitments. We align them on our financial policy. As far as convertible bonds are concerned, there are penalties that will be owed, that we will have to pay when we reach maturity. If we do not meet the ESG predefined objectives, this would be a maximum of 50 basis points. That is not 0.5% on the nominal that we have borrowed. That is EUR 400 million.
The other question, tranche A, that's connected to the documents we always give in the group, but all the bank financing. Yes, please, sir. The question in the room is off microphone. The interpreters cannot translate. The answer is the objectives were presented by Isabelle Lambert. These are the objectives we use for all the financial instruments that are backed. Is there a risk for us? I do not think so, no. In Isabelle Lambert's presentation, you saw that we are delivering nicely in terms of meeting a green share, which will be a 50% objective, and in terms of CO2 abatement, scope one, scope two, and other aggregates. We are on the right tracks, but we have not yet finished the plan. We will see this when we come to the end of the plan. As far as tranche A is concerned, there is just one tranche today.
This is a bank loan from a syndication of banks, more or less 15 banks, for a total of EUR 600 million, and the tenor or maturity is 2027. Securitization, EUR 300 million were mobilized, mainly in France and Belgium. This is not factoring as such. This is not going to have an impact on the consolidation of our group. The debts are still on our balance. This is a facility that we are granted with very good rates because we come with also the receivables as a collateral. This is Euribor plus a margin at 90 basis points, three months. The goodwill. No, we do not reappreciate the goodwill.
Most of our goodwill comes from the goodwill from the companies that we acquire, the bolt-on acquisitions. Most of this is not depreciated. We test this every single year. This is also something checked by the auditors. The rest is what we call allocated goodwill. That is the brands, and these are depreciated on a regular basis from 3 to 15 years. We do not reevaluate the goodwill upwards. The increase in the goodwill comes from the new companies we acquired, the companies that are included in our business scope, the bolt-on acquisitions.
I have two questions, sir. Another very important word today is AI, artificial intelligence. I'd like to understand something. What about AI in the SPIE group? What have you done? Could you perhaps beef this up with practical examples? Where do you use AI? What are the gains? Have you seen any productivity gains because you're using AI? That's my first question. The second question, which is very topical, as you will see. Two days ago, there was an incredible power outage in Spain and Portugal.
I suppose that your experts understand what happened. It's not crystal clear, but from what I gather, this is due to frequency and the stability of frequency in the energy generation mix in these two countries. Now, apart from the video that we saw about the BES, storage of energy, would you say that what's happened in Spain might perhaps be a source of new opportunities for the SPIE group or not? Please. To answer your point on AI, yesterday, we had a presentation to the board of directors of what we do on AI. There's the architecture, the compliance that we're working on, but there are very tangible initiatives that are conducted, and that's what you wanted. Let me give you an example. A very large German customer, I don't want to mention their names, but we're in charge of maintenance on their site.
In the databases, what we do is that we collate all the data that we have, all the data points from all the machines that we have to maintain, the pumps, the handling systems, you have it, the cold units, and all the data we have from the supplies, all the operational data, all of this is versed into a database, and thanks to which we can develop a chatbot. If there's a breakdown, the technicians know how to query the chatbot. This is going to help our technicians, maintenance technicians. They will know what to do, what type of job to do, and they will find a solution to the breakdown. This is a learning system, of course. With time, this means that we will save time. The technicians on the ground will save time. This is what we've been doing as we speak.
This is a technology we use, and everybody is dreaming of predictive maintenance. We're not yet there, but we're getting closer in some areas. Since we're talking about AI, now there's an impact for SPIE, a direct impact for SPIE. It's the data centers. Now, the power required for each square meter is considerable. There's a considerable increase. This means what's at stake is safety, the safety of supply, but also circular economy, reuse of water, for instance. This is something very interesting. I think we've helped our customers a lot on that front. The blackout, the power outage in Spain and Portugal. I don't exactly know the causes, the reasons, but the system we were talking about, the BES, the battery-based electric storage system, is to monitor frequency on the grid so that we can adjust the grid regardless of the intermittence of power.
If there's a cloud, you can't use as much photovoltaic cells, so you have to regulate this. The only way to go about it is to have this type of battery system, the BES system. The example we gave you was in Belgium. This is where it all started. Belgium is a hub, a node, if you will, in terms of flows of electricity. We do the same in the Netherlands, in Germany. We're starting developing this in France as well. Regulation was based on the power generation of nuclear power plants, but they were not designed for this. We will need other systems to regulate frequency. This is something we can use to grow. That's quite interesting. True.
My name is [audio distortion] Douhaine. I used to be an SPIE employee. I'm still a shareholder, as was indicated by Jean-François. I should like to congratulate you on your performance. Ever since I've been, ever since I've worked for SPIE, I could see that revenue and margins have been going up. I note that the employees are the largest single group of shareholders. I found it surprising when I retired three years ago because employee shareholders are not considered to be able to attend the general meeting, the AGM. You need to have nominal shares to be able to attend. That's why I acquired nominal shares myself in order to be invited. Is this to do with French regulations? No, you could be a nominal shareholder and attend the AGM, but we have few shareholders showing up at all. You have the mutual fund, the FCP that is represented.
Those shareholders that own shares through the company fund are represented by this person who is, in fact, part of the supervisory board as well. We have received questions from employee shareholders. We have 28,000 such shareholders. I can only thank you for the words of encouragement because, of course, all employees are in a position to acquire shares. What we find is that year after year, we find more employees signing up to the employee shareholder plan. We want to encourage this. We are trying to find an incentive whereby small holdings are encouraged to have as many employees as possible, even if they own relatively few shares. Regarding share capital, can you give us an update on the percentages? Does any one shareholder own a large chunk of the shares? Also, for such infrastructure as hospitals, are you well positioned? Because if there should be a blackout in a hospital, that would be serious.
We are involved in building electricity infrastructure, but we also provide maintenance services for hospitals and healthcare centers. There are rescue teams generating sets that are produced for hospitals. Should there be a power failure, what we do is we have these teams simulating. We have drills where we simulate a power outage, and we have the emergency response. Regarding the float, I will ask, I do not know if we are allowed to disclose information about the individual shareholders. You have mostly institutional investors. What we are allowed to disclose is those funds that hold more than 5%. Indeed, there were reports made to the French AMF and the others. There is one shareholder, the BlackRock Fund, has more than 5%. We can disclose this.
I can tell you they have less than 10%, and they have been shareholders for many years, indeed, ever since the IPO. Other than that, we have French, English, American, and indeed German institutional investors, but they all hold less than 5% of the share capital. Right then, if there are no further questions, I think we can move on. Thank you for the questions, and thank you for your interest in the company. We will now move on to the resolution. That puts the Q&A session to an end, and we can move on to the votes of the resolutions. Before we vote on that, we have 74.39%. We have 22 resolutions to be voted on, including 14 coming under the ordinary AGM and 8 for the extraordinary part of the session. For those shareholders already in the audience, you have a voting box.
This is, of course, the digital area, so you vote using that box. The instructions are up on the screen. You press one for a vote in favor, you press two for a vote against, and 3 for abstention. That box works only if the chip in there has been properly inserted. Now, should you encounter any difficulty, do let us know right away so we can fix this and enable you to vote. Right then, I will ask Christopher Allen, who is our secretary, to go to read out the resolutions, telling you when you can start voting and when voting is over. We will start with the resolutions for the ordinary meeting. Resolution number one is the approval of the company's statutory financial statements for the financial year ended 31 December 2024. Please vote now.
Voting is completed, and the resolution is adopted with 99.98% of the votes in favor. Resolution number 2 is the approval of the company's consolidated financial statements for the financial year ended 31 December 2024. Please vote now. Voting and the resolution again is adopted with 99.98% of the votes. Resolution number 3 is the allocation of the profit or loss of the financial year ended December 31st and setting a dividend of EUR 1 per share. Please vote now. Voting is completed, and the resolution was adopted with 99.82% of the votes. Number four is approval of the regulated related party agreements and undertakings referred to in articles 2 to 5 of the Code of Commerce. Please vote now. Voting is completed, and the resolution is adopted with upwards of 99.99% of the votes. Right then, number five, renewal of the mandate of Mrs. Sandrine Théron as director.
Please vote now. Voting is completed, and the resolution was adopted with 99.61% of the vote. Number six, renewal of the mandate of Mr. Patrick Jeantet as director. Please vote now. Voting is over, and the resolution was adopted with 97.37% of the votes. Resolution Number seven is the appointment of Madame Carole Le Gall as a director. Please vote now. Voting is closed, and now the resolution was adopted with 99.93% of the votes. Number eight, appointment of Marielle von Schomann as director. Please vote now. Voting is closed, and the resolution was adopted with 99.96% of the votes. Number nine, ratification of the appointment of Mr. Bertrand Finet as director. Please vote now. Voting is closed, and the resolution was adopted with 99.72% of the votes. Approbation of the fixed variable.
Right then, approval of the fixed variable exceptional components of the compensation and benefits in kind attributable to the Chief, to the Chairman and CEO for the year 2024. Please vote now. Voting is closed, and the resolution was adopted with 96.61% of the votes. Number 11, approval of the compensation policy of the Chairman and Chief Executive Officer. Please vote now. Voting is closed, and the resolution was adopted with 93.6% of the votes. Number 12, approval of the information mentioned in article L221091 of the French Commercial Code. Please vote now. Voting is closed, and the resolution was adopted with 96.92% of the votes. Number 13, approval of the director's compensation policy. Please vote now. Voting is closed, and the resolution was adopted with 99.53% of the votes. Number 14, authorization granted to the Board of Directors to trade the company's shares. Please vote now.
Voting is closed, and the resolution was adopted with 99.39% of the votes. We move on to extraordinary matters. Number 15, authorization granted to the board of directors to reduce the company's share capital by canceling treasury shares. Please vote now. Voting is closed, and the resolution was adopted with 99.89% of the votes. Number 16, delegation of authority to the board of directors to increase the share capital with elimination of the preferential subscription rights by issuing company shares reserved for members of the company savings plan. Please vote now. Voting is closed, and the resolution was adopted with 99.43% of the votes. Number 17, delegation of authority to the board of directors to increase the share capital by issuing shares with elimination of the preferential subscription rights in favor of specific categories of beneficiaries. Please vote now. Voting is closed, and the resolution was adopted.
Number 18, authorization for the board of directors to freely allot existing shares or issue new shares in favor of certain employees and executive officers of the company and related companies. Please vote now. Voting is closed, and the resolution was adopted. Number 19, amendment of article 11 of the company's bylaws. Please vote now. Voting is closed, and the resolution was adopted. We move on to resolution number 20, amendment of article 15.3 of the company's bylaws. Please vote now. Voting is closed, and the resolution was adopted. Number 21, amendment of article 16 of the company's bylaws. Please vote now. Voting is closed, and the resolution was adopted. Number 22, powers for the purposes of legal formalities. Please vote now. Voting is closed, and the resolution was adopted as well.
Thank you all. This brings this session to an end. The agenda is exhausted. We can call the meeting to an end. I would like to thank you for your attendance, and we will see you next year. Before we say goodbye, let me show you this corporate video. Goodbye, and thank you.
At SPIE, when we say we're part of the solution, it's not just another corporate tagline; it really means something. It means working on the energy transition, implementing innovative technical solutions to help combat climate change day by day, project by project. It means increasing the amount of renewable energy available, reducing dependency on single sources. It means installing smart technology in buildings to pioneer energy management systems, decarbonizing industry by electrifying production processes, deploying low-carbon mobility technology, and managing the flow of traffic in urban areas and cross-country, and increasing the share of our revenue derived from sustainable activities.
It means designing, installing, and running today's technology while also playing a pioneering role in developing tomorrow's solutions. We believe in and deploy future energy sources such as green hydrogen and geothermal. We develop storage solutions at scale to help ensure a steady supply of energy during yield fluctuations from renewables. We transmit information faster and faster on networks which are getting safer, offering higher performance, and becoming more energy efficient.
Being part of the solution also means setting an example and reducing our own carbon footprint by working on our transport operations, on our buildings, offices, and on our equipment. It also means making a priority of diversity and inclusion and offering safe and stimulating employment opportunities to the 50,000 people working at SPIE. Being part of the solution means being the European independent leader at the service of our clients in all sectors of the economy.
Together, let's take action today for the energy transition and for a responsible approach to digital transformation.