SPIE SA (EPA:SPIE)
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Apr 30, 2026, 5:35 PM CET
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AGM 2022

May 11, 2022

Gauthier Louette
Chairman and CEO, SPIE

Well, ladies and gentlemen, dear shareholders, welcome to the Annual General Meeting of SPIE SA. I'd like to thank you for being with us today. First of all, I'd like to tell you that this meeting will be held in public and is going to be broadcast online on the company's website. The video recording will also be posted on the company's website after the meeting. Unless any objections, your image may be used during the broadcast. I'm delighted to be able to welcome you here with the board of directors with me in such a setting. After two years, when we had to hold the annual general meetings in video conferencing due to COVID. After COVID, unfortunately, well, you know what happened, the war in Ukraine and the appalling consequences for the population in Ukraine. We'd like to express our full solidarity.

Later on, I'll be talking about the minimal impact that this has had on our company so far. The moment has come to officially start the meeting. I'd like to inform you that the combined general meeting of shareholders is being held on first notice. The legal advertisements relating to the convening of the shareholders' meeting were carried out within the regulatory deadlines. The account reports and all the documents that must be available to shareholders have been made available in accordance with the legal and regulatory provisions in force. These documents are on the table. I'd like you to acknowledge this. Now it's time to appoint the members of the bureau to check the quorum and remind you of the agenda of our meetings. Look at the present shareholders and the representative shareholders. We have Peugeot Invest Assets represented by the CEO, Mr. Bertrand Finet.

The FCPE SPIE for you, a fund for SPIE employee shareholders, represented by the chairman of the supervisory board, Mr. Jean-François Martinet. I therefore ask them if they agree to act as scrutineers. Yes. Thank you, gentlemen. I propose that Mr. Pascal Colbatzky, group legal and insurance director, act as secretary to the meeting. With regards to the quorum, I'd like to inform you that the share capital of SPIE currently comprises 162,916,200 shares. From this number, the number of the treasury shares should be deducted, that is 390 shares, so that we get the number of reference shares. Taking into account the double voting rights, the total number of voting rights represents 182,367,460.

The total number of shares today or for shareholders present or represented or voting by post is 121,126,298. That is 74.28% of the shares that have the voting rights, therefore more than the quorum that's necessary to hold our general meeting. Therefore, we can now deliberate. When we rule under the conditions of an ordinary general meeting, the resolutions must be adopted by simple majority. When the meeting rules under the conditions of an extraordinary general meeting, they must be adopted by a two-thirds majority. I remind you that the present meeting is called to deliberate on the agenda, which was communicated in the convening brochure made available to you prior to the present meeting.

We have not received any new resolutions, and no changes have been made to the agenda. I suggest that we do not read the agenda in full. I also suggest that the meeting does not proceed with a full reading of the report of the Board of Directors, the text of which are included in the universal registration document or in the convening brochure that we've made available to you prior to the meeting. I propose to outline them and by presenting the highlights for the group in 2021. As far as the proceedings of the meeting are concerned, to start with, we're going to watch a video. We'll see the salient moments of 2021, and then I'll be talking about some of these events.

We'll listen to Jérôme Vanhove, the administrative head and CFO of the group, who will be talking you through the main financial elements. We'll listen to Sir Peter Mason, who's the lead director and chairman of the Audit Committee, who'll be talking to you about the governance of your group and the work of the Audit Committee. This will be in English. Therefore, if you need translation, if you want to, you can use headsets because we have simultaneous interpretation if you want to listen to the French version. I'll ask Patrick Jeantet, head of the Nominations and Remuneration Committee, to come and join us to present the proposals submitted to your vote on the appointment of directors and remuneration.

With Isabelle Lambert, SPIE's head of corporate social responsibility, we'll go through the objectives and achievements in the field of environment and human capital. We'll show you a video relating to the objectives that aim at reducing our carbon footprint. I'll be outlining the group's short-term and medium-term objectives and prospects. The statutory auditors will go through a summary report of their reports, and then we'll have a Q&A with the shareholders present in the room. Now, for those who are following us online on the company's website, you could ask questions in writing, and we'll collect them in groups so that we answer them, and then we'll continue and vote on the resolutions. To do this, we'll have a show of hands.

Since it takes some minutes between the moment we vote and the announcement of the results, we have a number of videos for you so that you can discover the many facets of the SPIE group. We'll be listening to a number of employees, women and men. I'll tell you more about this later on. A few words to talk about 2021. In 2021, we saw a strong rebound in our revenues in line with the figures we had in 2019, with an EBITA margin that is above the level we had before COVID. In 2021, we've managed to almost offset the negative effects of COVID. It was again a good year in terms of cash generation.

We've therefore reduced the leverage and we've reached really a trough, and we've accelerated with acquisitions, so that we have a better growth profile, and we've accelerated the value creation in the group. The sustained effort as well in the field of sustainable development. This is something really good for our business. We started off the year with an excellent backlog and very solid fundamentals. These are the main KPIs or numbers for 2021. Revenue is almost at EUR 7 billion. There is a growth in our revenues of almost 5%, 4.9%. As I said before, we are now back to the levels we had in 2019. Our EBITA margin has improved considerably versus 2020 that was affected by COVID.

We're back to a margin which is higher than the one we had in 2019, 6.1%. Adjusted net earnings has increased a lot versus 2020 and also versus 2019, 6.6%. Our financial leverage is at really a low point, as I said before, 1.8 and the good free cash flow generation in 2021, EUR 268 million. The M&A business really was sustained, EUR 277 million in revenues for the full year. That's what we've acquired or gained. These are the small and mid-size acquisitions. In addition to this, in 2021, we had a bigger acquisition that I'll talk about later on, Worksphere in the Netherlands with more than EUR 400 million in revenues.

This was an excellent year, as you can see, in terms of volumes, in terms of margins and cash generation. Thanks to that, we can pay out a dividend of EUR 0.60 per share, therefore up 36% compared to 2020. If we look at the main geographic segments, there's France, of course, that was very much impacted in 2020 due to lockdown, strong lockdown that had a major impact during H2 2020. We've seen a strong rebound, therefore, if we compare to this period. Germany and Central Europe have been less impacted. There was still growth in 2020 in this region. We still enjoy some type of growth in 2021, so this really shows that this region is dynamic. In Northwestern Europe, there's a drop, a decrease. The Netherlands didn't really suffer very much from COVID in 2020.

Well, that's for the business volume, and I'll come back to this later on. We had a sharp drop in our business in the UK in 2021. The oil and gas and nuclear business has enjoyed a nice performance in 2021, therefore some type of recovery versus the previous year, 2020. For the group, all in all, with exchange rates being the same, we have more than 5%. The segment breakdown, let's have a look at our margins. France, as I said, has enjoyed a strong rebound in the second half of 2020. The business is good again in commercial business, but also in industry at the end of the year. The margin is up again, was up in 2021, and we're back almost to the levels we'd reached in 2019.

That is 6.2%, which shows really that we are doing well in the business in our profession. France represents 38% of our business. That's for 2021. The second major region is Germany and Western Europe. That's 36% of our total business. As I was saying before, business suffered less. That is, in terms of volumes. We were more penalized on costs with the technical unemployment. As far as volumes are concerned, we were less impacted. Therefore, the margin was up in 2021. Revenue also increased nicely in 2021. This region, as you know, is a priority development area for SPIE. It's very important for us to have a high level of performance in this region. The future looks really quite bright in this region of Europe.

Northwestern Europe, that's Belgium, the Netherlands and the U.K. for us. By the way, it's a pleasure for me to see that a former SPIE boss from Belgium is with us today, Johan Dekempe. Thank you very much, Johan. We've taken care of your baby business after your departure. Performance in Belgium is really good. Was good in 2021. Excellent performance in the Netherlands as well. They are the ones who really helped us improve the margins in this segment. Whereas in the U.K., the year was tougher, mainly the top line. If you look at the margins, the margins are stabilized in the U.K. at a level which is slightly positive. The final segment is oil and gas and nuclear. The margin level, sorry, is quite satisfactory.

The nuclear business is sustained thanks to long-term positive trends, and we're back to growth in the oil and gas. That was the case during the second half. With barrel prices that increased, and we realized that our clients had an appetite for maintenance works or small renovation works as well. That's for all the segments.

With an EBITDA close to EUR 430 million for EBITDA, with a revenue standing almost at EUR 7 billion. I did mention the 2021 mergers and acquisition. It was quite a dynamic year with 8 bolt-on acquisitions, that is small and medium-sized acquisitions, 6 of which in Germany and Central Europe, with no surprise because it was considered as a priority growth area for SPIE. With Energotest to start with industrial automation system in Poland. KEM Montage in Austria is a business that develops the fiber optics networks, a bit of electricity networks as well. Another one in telecom networks, WirliebenKabel. "We love cable," that's the name in German of this company. That's also in the buoyant system of fiber optics.

We know that Germany is a bit dragging compared with France when it comes to the fiber optics infrastructures. It's very important for us to be on this very promising market. Another Polish company, NexoTech, also in telecommunication networks, that is, copper cable and fiber optics. Wiegel in Germany is a company we already knew because there were some subcontractors for data centers. That's mainly in HVAC businesses. The latest acquisition in Germany was DÜRR, which is a company which is present both in Germany and in Austria for the electromechanical ventilation, fire detection systems for emergency exits in tunnel infrastructures. Six acquisitions in Germany and Central Europe, and two acquisitions in France. Valorel for the pharmacy industry.

They are producing stainless steel pipings, and Intmedix in the data center infrastructures. That is therefore IT and specialized in transmission, security, and computing that are to be found in a data center. A dynamic bolt-on merger and acquisition, plus EUR 277 million of annual production added in 2021. In 2021, we were very pleased to make a much bigger acquisition in the Netherlands with Worksphere, which was part of a Strukton group, which is a construction also involved in the railway sector in the Netherlands. Worksphere is specialized in electromechanics with a significant business in maintenance. For Strukton it was no longer considered as a core business, while it is part of the core business of SPIE.

We wanted to acquire it more than 10 years ago, but we kept an eye, and we still had Worksphere in the back of our mind, and when it was put on the market, we stepped in very quickly, and we've convinced the management to join SPIE as a pure player. More than EUR 400 million worth of revenue. Very prestigious customers such as ASML or the Dutch Ministry of Defense. Therefore, we have become a leader in the Netherlands with a revenue of EUR 1.2 billion, approximately some 6,000 employees in four different sites. A leading company in the Netherlands with a very strong presence in the maintenance area, as well as a business in project management that is performing very well and very well managed.

They will have a slight dilutive impact in our business results in the Netherlands, but we'll make sure that this will fade away gradually. We're very pleased with this acquisition. The very first month of the acquisitions were ran at full speed. The teams in SPIE and Worksphere started to work immediately together, and I'm very confident about the success of this acquisition. That's for the 2021 highlights. Isabelle will talk later on about the ESG rating because it's very important for us. Before that, I will give the floor to Jérôme Vanhove, our Administrative Director and CFO, who is going to tell us more about our financial performance in 2021. Good morning, ladies and gentlemen. I'll be presenting a summary of our business results in 2021, starting with the income statement.

Jérôme Vanhove
Group CFO, SPIE

Revenue in 2021 stands at EUR 697 million. That's plus 4.9% to be compared with 3.2% of organic growth and the M&A acquisition of almost 2% for 2021. EBITDA stands at EUR 426.7 million. That is 6.1%. That's plus 6 basis points to be compared with 2020. We have recovered and renewed with the 2019 fiscal year. The adjusted net result stands at EUR 243 million. A significant improvement, plus 38% when comparing with 2020. The adjusted net result stands at EUR 169 million. The cash flow from operations is at EUR 411 million.

That's a cash conversion of almost 100%. That's 98% cash conversion, which is quite outstanding considering that during this fiscal year we have paid all the tax and social debts and contributions which were postponed at the end of 2020 because of the COVID pandemic and the negative economic context. We've paid back our debt, and the cash conversion is close to 100%. That was made possible thanks to a very stringent management of our cash, to which we have to add the payment on taxes and the interest of our debt, EUR 68 million and EUR 50 million, so that's EUR 118 million and also all the payment and the charges for restructuring another discontinuation for EUR 25 million.

The cash flow available is EUR 268 million for this fiscal year, allowing us to fund and pay for all the mergers and acquisitions, EUR 157 million out of EUR 159 million. Seven of the nine mergers and acquisitions, which were mentioned by Gauthier Louette in 2021, have been paid, and this has allowed us to pay the dividend for EUR 92 million. Finally, the contribution to our net cash flow of the EUR 35 million, a big chunk of it is based on the employee shareholding schemes and the capital increase resulting from this.

For this whole fiscal year, we have reduced our net debt by EUR 52 million, and our net debt is now standing at EUR 874 million, excluding the impact of IFRS 16 at the end of this fiscal year. A reminder about our EBITDA pro forma for this time divided by the net debt, so that's the EBITDA net debt ratio. Figures are self-explanatory. It shows that over the years, our business model, that of SPIE, has always generated cash and has allowed us to consistently reduce our debt, except for 2017 when the SAG acquisition was made, because it was a major acquisition and resulted in a higher debt level for the group. Our leverage is now at 1.8 times. That's the ratio.

That's for the end of 2021, is slightly better than what was planned. For 2022, we consider that these this financial leverage will be the same, while we've paid out EUR 200 million in Q1 to for the acquisitions or the acquisition of Worksphere, as we have mentioned already. Our financial situation is very solid, EUR 874 million net debt, which is made of EUR 2.1 billion of gross debt and liquidity EUR 1.2 billion. The maturity goes from 2023 to 2026. This year we are going to prepare for this first maturity deadline.

Liquidity EUR 1.2 billion at the end of the year, to which we may add, if need be, an undrawn credit on revolving credit of EUR 600 million that we are rated Standard & Poor's and Fitch are still BB. In the last quarter, we went from negative to neutral by Standard & Poor's. The IFRS impact is a marginal impact on our leverage, including the latest IFRSs, our debt would go from 1.8 to 2. That is the leverage. Therefore, the dividend that is proposed to this general assembly for 2021 is EUR 0.60 per share. That's perfectly in line with our dividend distribution policy, that is a 40% distribution of the adjusted net income.

That's a significant improvement when comparing with 2020. That's +36.4%. On a fully diluted base, by the number of shares, it would mean, an overall, amount of EUR 97 million. In September 2021, we paid an interim dividend of 0.13 EUR, so 13 cents. In May, the remaining amount, that is 0.47 EUR per share, will be paid out. Since the IPO in 2015, and excluding the COVID year, our dividend have always been on the rise steadily, fiscal year after fiscal year. Now, I'd like to talk about our value creation model, which was recently presented in our showroom, which in our Investors Day, which is aimed at having steady organic growth year in, year out.

Gauthier Louette has mentioned the market we're present on, that is digital transformation and energy transition, with small and medium-size recurring acquisitions every year allowing for our growth, to which we have to add our margin improvement with excellence in our operations that is deployed in all our businesses. In part of our businesses, we have the capacity to have a pricing effect because we're very well positioned in our markets. Finally, we also use the synergies that go along with the M&A process every year.

It allows us to generate a high cash flow, which is also supported with extremely rigorous management over working capital requirements, which structurally is negative at SPIE, which means by a constant number of business days, we can accelerate the free cash flow generation. The free cash flow helps us to pay out a dividend that increases every year and also to pay our debt and improve our leverage year after year, and to support our growth strategy. In 2021, with this 1.8 times below the landmark of 2, we are at a satisfactory level. Some would say it's a maximum, but it means probably that for the forthcoming fiscal years, all our free cash flow will be earmarked for the payment of dividend and also to support our external growth policy.

Thank you for your attention.

Gauthier Louette
Chairman and CEO, SPIE

Merci, Jérôme. Thank you very much, Jérôme. Now I'll hand over to Sir Peter Mason, our lead director and also the head of the audit committee.

Peter Mason
Senior Independent Director and Chairman of the Audit Committee, SPIE

Good morning, everybody. Good governance has always been important to well-managed companies. As you'll all be aware, there's been more and more focus on governance in the last few years. As a senior independent director in 2021, I want to say just a few words on the approach to governance in SPIE. The board has been managed to ensure that we have a good balance in terms of gender and nationality, as well as representatives of employees and employee shareholders. While balancing the composition of the board, we've also ensured that we have relevant competencies appropriate to SPIE's activities. We conduct an annual evaluation of the work of the board and responded to any weaknesses that we've found. We have at least one board meeting every year with non-executives only.

We ensure that a majority of board members are truly independent, and all committees are chaired by an independent director. Last year, we paid particular attention to corporate social responsibility. For example, reviewing progress in CO2 emissions, women in senior management positions, and ratings by ESG agencies. We monitor the group's performance in terms of the safety of our employees and third parties. The board was heavily engaged in reviewing and approving acquisition proposals, a key aspect of the company's business model. The major success in this regard, as you heard a little while ago, was the acquisition of Worksphere here in the Netherlands. We had a particularly successful meeting last year, led by the CEO, devoted to agreeing the company's strategy for the next few years.

As we do every year, we examine the succession plan for the CEO and for members of the executive committee, and we are satisfied that there is a first-class succession process in place. The board visited a work site to gain a better insight to the company's activities, and that's the first time we've been able to do that in the last couple of years due to COVID restrictions. A question which is often asked is why, in the board's opinion, the aggregation of the CEO and chairman roles is in the best interest of the company. In coming to this conclusion, we have taken into account the company's performance and the quality of communication with the board, with investors, and with third parties generally. Importantly, we believe that investors support this arrangement.

In times of great uncertainty, whether it's COVID or Ukraine, we believe that steady leadership is particularly important. We do ensure that there's a balance of power to achieve via a majority of independent directors with a senior independent director to lead discussions with the chairman CEO. My successor in this role will be named after today's meeting. Finally, turning to the audit committee, you can see here the members of the audit committee, and you'll notice that the members are all independent directors together with the representatives of the employee shareholders. Also present at committee meetings are our statutory auditors, the chief financial officer, and the director of risk control and internal audit. From time to time, other members of the executive committee make detailed presentations to the committee in their areas of expertise.

You can see here the main reviews undertaken by the audit committee in 2021. All topics I'm sure which you would expect to see. Now, just to finish on a personal note, you may be aware that today I stand down as a director of SPIE after 11 years. Although my relationship with SPIE or Spie batignolles, as it was then, goes back over 20 years. In that time, I've seen the group becoming more and more focused on markets which are growing and which offer the opportunity to make more predictable margins while controlling risks. I believe that the management of SPIE have done an outstanding job, particularly under the chairmanship of Gauthier Louette, our CEO.

I thank you personally for the privilege of being a director of the company, and I wish the company, its management, and you, the shareholders, ongoing success. I will continue to watch the progress of the company from the sidelines, but also as a shareholder. Thank you.

Gauthier Louette
Chairman and CEO, SPIE

Thank you, Peter. Just,

Now, before we listen to Patrick Jeantet, the Nominations and Remuneration Committee, says something. As Peter said, his term of office is coming to an end at the end of our meeting. He was a member of the board for 11 years. On behalf of all of us, I'd like to express our warm thanks for all of these years serving the company. He's really provided us with strong and solid support, and his contribution to the advancement of governance and the quality of the work of the audit committee during all of these years. Thank you very much, Peter, for your thorough knowledge of the group, your immense support during these many years. I wish you well. I do hope that we keep in touch. Thank you, Peter.

Peter Mason
Senior Independent Director and Chairman of the Audit Committee, SPIE

Thank you.

Patrick Jeantet
Independent Director and Chairman of the Nominations and Remuneration Committee, SPIE

Ladies and gentlemen, dear shareholders, hello. I'll be talking about a number of topics that have to do with nomination and remuneration. First, new independent directors. The Nominations and Remuneration Committee for SPIE has one employee director, Jean-Pierre, three independent directors, Régine Stachelhaus, Bertrand Finet, representing Peugeot Invest Assets, and myself, since I chair this committee. In the past year, we've chosen new directors, independent directors, and this is described page 205 of the universal registration document. Within the framework of this process, our committee has proposed to the board, with the help of the external consultant, two names for independent directors, Madam Trudy Schoolenberg and Mr. Christopher Delbrück. We have also discussed with the permanent representative from Bpifrance Investissement, Adeline Lemaire, before the appointment. The general meeting is asked to ratify the cooptation made by the board of directors of Mrs.

Trudy Schoolenberg, who's replaced Mrs. Rueckert, and Bpifrance Investissement that's replaced Madame Van Damme. These are resolutions 5 and 7. The general meeting has also to decide on the nomination for 4 years of Mrs. Schoolenberg and Mr. Christopher Delbrück. The latter nomination is the result of the fact that Sir Peter Mason's term of office has come to an end. Resolution 6 and 11. I'd like to underscore also that Mrs. Schoolenberg and Mr. Delbrück also will be providing the board with a wealth of experience in terms of international knowledge and also the energy sector knowledge that they have because they've been working in the business, in their career at high levels. Mrs. Adeline Lemaire represents Bpifrance Investissement, and she will provide the group with a deep knowledge in corporate social responsibility. Her role at Bpifrance is very special in this area.

With these new three directors, as you can see, we will have more diversity on the board and will be able to gain more skills. That was the first point I wanted to go through. Now, the second one is annual variable pay for 2021 for the chairman and CEO. First, let me tell you that the way we calculated the variable pay for period 2021 have remained unchanged versus 2020 and 2019. The variable pay includes two main types of criteria. First, the quantitative criteria that represent a target of 70% of the annual fixed pay with a maximum that can go up to 141% depending on the performance attained. These quantitative criteria break down into three main criteria.

First, the EBIT, the organic EBITA gross, which is weighted on basis of coefficient connected to the security indicator in the group. The second one is generation of cash flow by the group, measured on the basis of the year budgets. The third one is external acquisitions, external growth, that is M&As with two points, the volume side to start with, as we saw before, the volume we gain thanks to acquisitions. The second point is the quality of the merger, because afterwards, we look at the merger to see if the merger was conducted nicely one or two years later. If we look at 2021, the result is as follows. In terms of organic EBITA, it's 60% with a security and safety coefficient.

We reach 63.7%, therefore close to the maximum between the targets and the cap, close to the cap. This reflects the fact that the results were very good for PSA for period 2021. As was presented before, if we look at cash flow, the level was really high and the objective is 58.9%, so close to the target. For M&As, 12%. You see between the target and the maximum. With all of that, we have a total of 134.6%. That's the attainment level, not far from the maximum, but slightly below, very good fiscal 2021. The second part is qualitative criteria. They represent 30% of the fixed annual pay with a number of sub-criteria.

Very important, CSR criteria and indicators, risk control as well, and also the strengthening of the organization and succession, planning. Finally, another objective in terms of how we communicate with the shareholders and financial communication. The board has assessed, the situation, and we feel that good takeaways has reached 26%, therefore close to the target, which reflects a really good result in terms of the qualitative criteria. This being said, after assessing the criteria, we have a total percentage of 160.6%. That's for the fixed annual remuneration, therefore close to the maximum. It's slightly below, which means an amount of EUR 1,284,800. You can see, the calculation here. On the slide. The third point I wanted to talk about is about the future.

That is annual pay for the chairman and CEO for 2022. First, the fixed pay for 2022. The board of directors feels that we should have EUR 850 thousand for the annual fixed pay for the term that starts in May 2022 until May 2026, therefore four years. At present, we have an amount of EUR 800 thousand. This sum will be fixed for the duration of the term of office, except if the scope of responsibility changes massively or if the economic conditions change considerably as well. Let's have a look at the variable pay for 2022. This is how we calculated the variable pay. As you can see on the slide, they'll be valid for fiscal 2022. They have not changed versus 2021. There's one difference, however, which is the EBITA criteria.

The organic EBITA growth will be replaced by EBITA measured on the basis of budget. All the other criteria are unchanged. I'm not going to go through them. You have them on the slide. There we are. These are the key indicators for 2022 for the variable pay. If we look at other compensation items, the Chairman and CEO has a special pension system and with defined contributions in Section 532 of the universal registration document. There's no need to come back to that. Also has a possible severance pay that applies if he's obliged to leave for a total amount, which represents one year of remuneration, fixed pay and variable pay on basis of performance conditions, and also has a company car.

Finally, within the framework of performance shares of the group, he's going to be entitled to a total potential amount of 42,767 shares, therefore 7.79% of all the shares in the scheme. That's the SPIE 2022 scheme. It's a scheme that lasts three years. We had one in 2019 that's going to be unbundled this year. We have a new scheme, 2022, the end of which will be in 2025. The shares that people receive are based on the performance criteria that we measured throughout the plan. That is three years. In addition to this, I must say that there's no other compensation items such as non-compete clauses or exceptional remuneration or remuneration being a director. None of those for 2022 for your chairman and CEO.

Finally, the remuneration of directors. The rule is for eligible directors. It has not been modified. First, there's a total budget of EUR 600,000. That's in line with resolution 16 of May 2018. The total amount is not going to change in 2022. The remuneration of directors has two parts, a fixed amount, which represents 40% of the basis amount, that is EUR 60,000 for each director. That is EUR 24,000 for the year. A variable pay as well that represents 60%. This is in proportion to the attendance of directors to the different committees and board meetings. For the lead director, the maximum is EUR 90,000, including 60%, which is the fixed part, and the rest is for the variable pay. The chairs of the committees, in addition, receive EUR 10,000.

The individual calculation is page 209 of the universal registration document. For the past year, the average rate of attendance to the board and committees was 99.5%, which is an excellent result. Thank you very much.

Yeah. Merci, thank you very much, Patrick. Now we're going to talk about corporate social responsibility and how it is handled at SPIE. Earlier, I mentioned that SPIE is extremely well-positioned when it comes to market trends. You see on this graph the production pillars. That is 50% of our revenue is in the four areas that are described here: transmission & distribution, energy efficiency for building data centers, and net-zero carbon for the industry, or decarbonization of the industry. All these four areas are enjoying a buoyant growth rate that has been further reinforced recently by the decisions made by various governments. This is an area SPIE is extremely well-positioned. We've observed the emergence of new business areas that could be growth accelerators. These are certainly familiar to you.

That is, electric mobility, low carbon public transportation, solar energy, wind power, biomass, and that is extremely present in Germany, fiber optics with a different level of a progress according to, depending on the countries and energy performance contracts. Something that is emerging, but for which, sharp growth is expected for the forthcoming years is hydrogen, green hydrogen. All these topics are well-known, and in all these areas we are already present. We are in touch with the historical operators of these business areas, and it is certainly a way to speed up our growth in the future. I'd like to give you three examples regarding the energy mix to start with.

As you know, the share of green energy in electricity is to go from 21 to 25% in Europe by 2030, and this is certainly going to be further accelerated and reinforced by the decision of the European Union to phase out Russian gas. The share of EnR, of renewable energy, should be raised to 65% by 2030, and that was before the decisions were made by various governments in Europe to phase out the Russian oil and gas. We have a few examples regarding this. In Austria, we have installed two phase shifter branches for the Austrian Power Grid operator, the utility that is equivalent to EDF.

More such workstations will be required because of the connection of wind power to the existing grid, which means that all the substations will have to be reshuffled and upgraded to integrate these intermittent sources of wind energy. Here, for instance, in Belgium, we have the biggest energy storage with batteries in Belgium being installed, which will help to absorb the power intermittency in the grid. Variable or volatile renewables, that is wind and solar, because the solar power in Belgium is certainly volatile. The story doesn't end here, and because we've heard that a customer for this storage area in Belgium has told us that he wanted to multiply by 4 this energy storage capacity.

This is accelerating even further after the decisions which were made by the various EU governments. Greener energy that is more valuable that needs to be saved. You know that SPIE's very good in this area of energy efficiency. We have sometimes helped our customers save up to 60% of the power used, and that's particularly true in commercial buildings with a huge market of refurbishing, which is considered to be, according to estimates, close to EUR 80 billion and enjoying sharp growth. That's also true for the industry, where the return on investment will be 4 years max for energy efficiency of industrial plants. That's particularly true for fluid management and steam generation. Here we have two examples for Siemens Healthineers, which is everything.

The branch at Siemens that is involved in the health sector with a new station to generate cold rooms, allowing to save huge quantities of CO2. In order to implement these energy efficiency solutions, you need more digital solutions. You need to have sensors on the equipment, as well as monitoring sensors and actuation sensors. We have developed our own tool, which is called Smart FM360, whereby customers will have a complete picture of their systems and equipment. It's a tool which has been widely developed and deployed in France in 2,600 sites. The acquisition of Worksphere has helped us to have access to the tool that Worksphere has developed, which is similar to Smart FM360 and even probably better than this one.

This is really meeting our customers' expectations. The last area where the challenge of zero emission is the car fleet. It's an emerging market that has just started to speed up in terms of charging stations at various pace of development depending on the geographic areas where we're present. We're talking about more than 30 million charging stations in the European Union by 2030. We're very present on this market. Our European presence has allowed us to meet our customers' request who wanted to develop charging stations networks throughout Europe.

I'm thinking of IONITY, which is a joint venture between various car makers and allowing to develop superchargers. Here in Paris as well, we have upgraded the Autolib or network called now Belib' in conjunction with TotalEnergies, where this network will include more than 1,800 charging stations. These are the emerging areas which will be allowing to accelerate our growth in the future. This very robust and relevant area of green energy needs to be further measured because it's extremely important both for our customers and our employees alike. I will ask Isabelle Lambert to describe the way we measure our contribution to zero emission and to curbing the climate change effect.

Isabelle Lambert
Director of Corporate Social Responsibility, SPIE

Good morning.

Indeed, for the last three years, SPIE has measured its contribution to the curbing of the climate change in all our business areas. As you see in the header, two-thirds of our businesses are contributing to mitigating climate change. I will be mentioning the two sets of references that we're using to measure this. We use the European Taxonomy on Sustainable Activities. We were the very first group using this taxonomy as a barometer. Now Europe has developed what we would call a dictionary of green activities to help remove greenwashing and with technical parameters plus social environmental parameters. It helps to earmark financial flows in the future so that they will be allowing the European Union to reach the zero emission by 2050.

The European Taxonomy meets six environmental objectives, both on climate adaptation and mitigation to start with. As far as we are concerned, we are more involved in the mitigation part with our businesses. In the future, a new criteria will be developed to prevent pollution, to protect water resources and to promote circular economy. That's for the taxonomy. The technical criteria are binary and extremely strict. It means that it's yes or no. If you're below the threshold, you will not be qualified for an increment of your revenue based on the European Taxonomy. Based on the projects which were previously described by Mr.

Louette, you will see that in our revenue, 42% of our activities will reduce and help mitigate the effects of climate change under the European Taxonomy. Our main contributor is energy efficiency of buildings and also the shift in the energy mix to rely on sources of power that are carbon neutral or that have reduced their carbon emissions. The third contributor is mobility. That is low carbon mobility, electric vehicles mainly. I've just mentioned the binary nature of the European Taxonomy, which is yes or no, and which might seem to be a bit challenging when it comes to actually to measure the actual contribution of our businesses. That's why we're using a second set of references, which is called the Net Environmental Contribution, or NEC, as it is called.

It is like a balance system, a balance sheet system, from -100 to +100, which highlights all the positive solutions that are contributing to the fight against climate change. That's 23% that adds up to the European Taxonomy measuring of our activities, which is already positive, as understood by NEC. 65% of our activities are on the right side, that is helping to mitigate the effect of climate change. Now, I'd like to say a few words about the CSR roadmap, which was defined last year, and our objectives are geared towards 2025. It allows us to have enough time to start some changing in our business model.

Based on the EU Taxonomy that I've just mentioned, with a 42% of our performance described earlier, we have set as an objective 50% on the sustainable or climate change mitigation impact by 2025. I will ask the technicians to show you a video which summarizes our intention to reduce our own carbon footprint and example that SPIE is setting in zero carbon emission.

Speaker 13

Well, at SPIE, as a group, we consider it our duty to fight against global warming and climate change. Therefore, we decided to reduce the carbon footprint by 25% before 2025. Practically, this means that our fleet of vehicles represents 87% of total direct CO2 emissions. That means to reduce the fuel consumption and GHGs, we're going to increase the number of electric vehicles in our fleets. In 2025, more than one-third of our vehicles will be EVs. We'll reduce the size and power of our vehicles. We'll install the charging terminals and infrastructure on our sites. We'll optimize our commuting, and we'll encourage telework as well. Our objective is to reduce CO2 emissions in the buildings, thanks to better energy efficiency and because they're going to be connected to renewable energies. Finally, we want to reduce indirect emissions.

We'll take several measures to do this. With our suppliers, we'll set ambitious objectives to reduce their carbon footprints. We will reduce the number of business trips, and we'll have solutions that better respect the environment. We better sort our waste, and we'll recycle more. We've joined other companies so as to define objectives that are aligned on scientific knowledge. Therefore, we contribute to a maximum of 1.5 degrees to the benefit of future generations.

Isabelle Lambert
Director of Corporate Social Responsibility, SPIE

Thank you very much. Now in the video, you've seen that, we've talked about the Science Based Targets. It's an organization that we joined last year. At the end of the year, they endorsed our ambitions and objectives. That is, it's the most ambitious scenario, which aims at 1.5 degree. Well, this organization has the latest production and work from the IPCC. That's scientific knowledge.

Well, this organization is going to look into the details of our carbon footprint. It's going to evaluate the types of commitments that we take, and then they will certify so that we see if we're in line with the efforts made by societies and companies so as to reduce the negative impacts of climate change and set a maximum of 1.5-degree increase by the year 2100. Therefore, as you can see, these are very stringent objectives. We're very ambitious, and this is short-term, the deadline being 2025. As you saw in the video, our direct footprint before anything else is our vehicle fleets, more than 80%, and the energy that we use in our buildings.

Last year, our performance, if we think about the objectives that we set, was -2% for that scope, and that the performance was not as high as expected due to a number of things. That is, we didn't get cars on time. We renew our fleets, well, more or less 30% of our fleets of vehicles annually. You probably know that the supply chains have been affected, and they can't send you the cars you've ordered on time. This is going to have an impact on us this year as well, but we keep an eye on this in each of our subsidiaries, and we have objectives that have been set at the highest levels in our subsidiaries. Scope three, our sourcing. We work with suppliers that are committed to reducing their own footprint. The number is 17% for 2021.

Now what does that mean? This is a first assessment, you see. It probably doesn't reflect reality. We have 70,000 suppliers, and as we speak, we don't exactly know how many in this total of 70,000 suppliers, how many of them are fully engaged and to which level. We have specific committees, and we work with CSR teams and procurement in the group. Finally, the social aspects. We've committed to reducing by more than half the serious or severe accidents in the company versus 2019. Also, we'll increase to the tune of 25% the number of roles given to women in key positions by 2025. We had in 2021 as many severe accidents as we had in 2019. Mr. Louette will talk about this later on.

As far as gender diversity is concerned in key managerial positions, and that's a group of 270 people, well, we have made tangible progress, +13% women for these key positions. Now I'll hand over to Mr. Louette again.

Gauthier Louette
Chairman and CEO, SPIE

Well, as you've seen, we've been talking about the growth of our group, and we highlighted the fact that growth is going to accelerate in the years to come. Well, you know what's very important for us, which is the quality of our people, the women and men we hire. We want them to be loyal, stay with us, and they will be working with our clients. This is essential for the SPIE group. It's one of the principal reasons why, during all of these years, we've developed employee shareholding schemes. It's a long-standing tradition in our group. It started in 1997.

Employee share ownership plans is something we encourage year in, year out. The SPIE employees are the first shareholders of the group. They have 6.7% of the total share capital. The 2021 Share for You scheme covers more or less all the countries where we operate. We want to have loyal workers, employees, and people. We share the value we create with our employees. This is dear to us. As you can see today, we have Gabrielle van Klaveren-Hessel, and she's the director appointed by the FCP, and also Jean-François Martinet, who's the chairman of the Supervisory Board of the FCP scheme. They're in the room with us. Now, so as to meet the growth objectives, we need to attract people and have loyal people.

If we look at the number of people who left in 2021, fewer people left than in 2019. There are some countries, like in Germany, we're even below the level of 6%. We recruited 5,200 people in 2021. What is dear to us is apprentices as well. If you look at the percentage of apprentices, it's between 4% and 5% of total workforce at SPIE. We hired 1,100 apprentices, in addition to the 5,200 recruitments I mentioned in 2021. The conversion rate that is going from apprentices to employees is very high. Isabelle was talking about health and safety and our objectives.

We improved in 2021 versus 2019 in terms of frequency rates, lost time accidents, and the absolute accident frequency rate or total recordable rate. Now, if we look at severe accidents, unfortunately, the number is stable if compared to 2019. As Isabelle was saying, we're working to have a better gender balance. As she said, +13% for the 270 most important roles at SPIE. We have a network called SoSPIE Ladies. They're very active, very much engaged, so that we can onboard women easily in the group, so that women feel they're recognized in the group, so that they can grow and develop in the group as well.

As you probably know, our boss in the Netherlands, by the way, is from Belgian origin, Johan, and she's been with us for a couple of years now, and it really is good to have a woman representing operations on the executive committee of our company. Right. That's that. Those are the highlights, the CSR highlights. Now, let's continue and talk about the outlook, what we're going to do in 2022, what we think we're going to do during this period. First, a number of key points. We've insisted on the fact that our markets are growing. There's the energy transition and the digital transformation. These are some of the key markets. Now, to seize the growth opportunities, well, you know that SPIE's geographic balance is quite satisfactory today. We have three main countries, France, Germany, and the Netherlands.

More than EUR 1 billion in revenues for each of those, and therefore they have leadership positions on their markets. We have a business portfolio which is highly diversified. It covers the full scope of economy, and we pay special attention to the fact that we want to keep our clients. As Jérôme said earlier on, the financial structure of the group is very solid. Therefore, we contend that we can continue and speed up with the growth policy that we have in Europe. This solid financial position is something that we gained thanks to cash flow generation. Cash flow generation was very good all of these years. This is, you see, an element that's at the heart of our business model, and we've always managed to stick to the business model of ours. We want to attract more people and to retain them.

This is something very important for us today so that we can grow. Now, what does that mean practically, if we look at the 2022 guidance? Organic growth will be of a minimum of 3%. Therefore, we're going to accelerate versus the pre-COVID period. We're going to continue and improve our EBITA margin. We'll continue and make progress, even though there's a slight short-term dilutive effect of Worksphere. We'll accelerate, we think, in the field of bolt-on acquisitions. The objective is EUR 250 million. That's our target for the year. As Jérôme said, the leverage ratio, even with bolt-on acquisitions and with the inclusion or merger of Worksphere, we will have a level, a lever that's going to be stable compared to 2021.

Now, this outlook is something we worked on at the beginning of the year, before the crisis in Ukraine. Now, what about this crisis and its effects on our group? We had 60 Ukrainian employees who were working for us, either in Poland or in Germany. Some of them are now on the battlefield. This is extremely shocking, thinking that people will take off their overalls and take weapons and fight in the twenty-first century. This is highly shocking. We're taking care of their families. This is the effort we made, so as to provide them with the best support. More particularly, our employees and workers in Poland, they were very much involved in hosting and welcoming the Ukrainians, the Ukrainian refugees. As far as our business is concerned, there's little impact today. We didn't have any business in these countries, neither in Ukraine nor in Russia.

We have some customers who are impacted indirectly, but not much. Now, in the midterm, what about the midterm? It's always difficult to know how the crisis is going to develop, but this has a midterm impact also that is based on immediate decisions such as re-industrialization in Europe and also changing the energy mix as well in Europe. Finally, since this is a general meeting of shareholders, I can confirm that our recommendation for the next general meeting is a dividend of more or less 40% of the net adjusted earnings, very much in keeping with the dividend or payout policy that Jérôme has explained earlier on. Apart from the outlook for 2022, well, several days ago, we presented something to the investors. We shared the midterm outlook with them.

We had an investor day, and we focused on our development objectives for the years to come. What we think we're going to do is that we're going to speed up with the organic growth to the tune of 4% minimum as an average from now to 2025. Our EBITA margin will have to increase again to reach 6.7% in 2025. We'll accelerate with our M&A model. We're a compounder. We consolidate the companies we take over, and we have another strong commitment in the group, which is to have a cash conversion of 100%. That's the difference between operating income and operational cash flow. Isabelle has also insisted very much on the CSR objectives. We're going to continue so as to meet our objectives in the years to come in the field of CSR.

That's for the midterm outlook. Please rest assured that all of the SPIE managers are involved, and all of our workers and employees, they buy into these commitments. They're proud of the group's development, proud of our CSR commitment, and we therefore trust that we'll be able to meet these midterm objectives. Thank you very much for your attention. Now we'll continue with the administrative part of the general meeting of shareholders. I'll hand over to our auditors.

Jérôme Vanhove
Group CFO, SPIE

Thank you, Mr. Chair. Thank you, ladies and gentlemen. Ladies and gentlemen, members of the board of directors, on behalf of the statutory auditors, I'll be briefly summarizing our work as for the fiscal year ending December 31, 2021. First of all, we have performed a series of audits to approve the consolidated and social accounts and statements of your company, as well as the third-party agreement. In the framework of the resolutions that are displayed here on the screen and which require specific checks as per the French Commercial Code, we have reviewed all the information provided to you and the reports produced by management. First of all, we have no reserve as to the certification of the annual income statement and the adjusted account for 2021.

Gauthier Louette
Chairman and CEO, SPIE

We have highlighted in our report some areas that deserve more particular attention. This year, for instance, the impact of a change in the registration for the compensation systems and the consequences of the COVID-19 pandemic. We have also reviewed the securities for the annual accounts and the acknowledgement of the income and the goodwill evaluation for the consolidated accounts. We have also made specific audit as to regarding various aspects that are presented here on the slide in the management report. We have also checked the electronic format of the accounts, and this does not call for particular observations on our side.

Our special report on the third-party regulations will find out the following: No new third-party agreements for 2021 and the commitment with the sponsors, which were defined in May 2015, were still executed in 2021 as per the 2015 terms with no changes as of today. It's a very long text here, but the shareholders are asked to delegate to the board of directors a series of transactions, a reduction of the capital and regarding namely the shareholding scheme for the employee, the granting of free shares or the issuance of shares or value, different values with or without the preferential subscription right.

We have made sure that these transactions are compliant with the law, and we've also, regarding the capital decrease, we have checked the clauses and the prerequisites. The price of the shares that you are asked to allow, and also the conditions by which free shares are to be granted. We have no observations to make regarding these transactions, but we will be publishing additional report if for the effect and the consequences of such delegation. That's the report from the statutory auditors. Thank you to our statutory auditors. Before moving on to questions from the floor, I'd like to mention that we have not received any written question from our shareholders. We are now available to entertain any question you might have. Don't forget to introduce yourself first.

In order to make sure that we give the floor to the highest number of you, that is for the next 20 minutes, we will ask you to be asking your questions very briefly and to limit the number of questions to allow for the maximum of people to ask questions. I see one first question.

Jean-François Delcaire
Asset Manager, HMG Finance

Good morning. My name is Jean-François Delcaire. I'm HMG Asset Manager. I came here in 2018, here in this very place. Thank you for all these very comprehensive presentations, and congratulations on the business result to the board and to the management for the flawless management and leading of this company. Also congratulations on CSR and the European Union Taxonomy.

I'm a general asset manager, and I have seen very few companies displaying such clear and transparent figures about your commitments regarding the EU Taxonomy. I have five questions, plus one bonus question, and I will kindly ask people here to accept the trivial nature of my questions. I'll be very brief. Now, if you're tired with my questions, I'll be firing with three questions first, and then we'll see. My first question is topical, of course, that's the high inflation rates, the high price of commodities and also possible pay raises. Could you please tell us more about the SPIE model and the impact of the inflation rate on your pricing and this new inflation, because this is something that companies are faced with for the first time.

What will be the impact on the margins? Will it have a dilutive effect or a neutral impact? That's for the first question. The second question is the following. It's related to your business strategy. What about your organic growth and the margins? Your organic growth has been ranging between 2% and 4% year in, year out, and the operating margin has been always standing between 6% and 7%. Could you aim for higher? Would you be ready to have a higher growth rate and a lower margin? Would you accept that?

You know the shareholders are always asking for more, I've noticed. Yes, I've noticed. The third question is about M&A. Once again, I'd like to congratulate the board for having missed the EQUANS opportunity, ironically. I think it was your discipline was quite right, and your decision was quite right, so congratulations on this failure. What about the M&A for 2022? Any forthcoming and significant mergers and acquisitions in the pipeline in addition to the Bolton acquisitions? Will there be acquisition of the same size as Worksphere in 2022? I'll stop here. These were my first three questions. Thank you for all your answers. Thank you.

Gauthier Louette
Chairman and CEO, SPIE

Thank you for having complied with the rule of a short number of questions. Now, regarding this, the first question on inflation rate, it's true that it's more sudden and sharper than in the past. Most of our contracts are subject to indexing rules.

That is, rules which will more or less reflect our cost base, and it's usually relevant. The calculation formula will differ according to the countries and the type of contracts. The second type of protection for us is that more than our 50% of our cost base is payroll, that is headcount. That is, our own employees plus that of our subcontractors. When you consider the inflation rates for salaries at the moment, they're lower than the general inflation rates that are currently observed. Most of the inflation rate is due to higher energy prices. We have annual bargaining processes in all countries, and so collective bargaining agreements. These allow us to have visibility on the payroll.

Regarding the price of power in our direct cost is 1% of our costs that are directly related to the gasoline to be put in our vehicles or in our equipment. That was for the correlation between the general inflation rate as observed and our cost base. Now, part of our contracts are based on an index and pegged to this inflation rate. Other contracts are short-term contracts with our customers, and those are frequently upgraded in our database, in the database that we're using for our quotations. We have to update these quotation database more frequently, so our quotes are updated very quickly since sometimes these work sites are very short term, so we can keep up with the pace of inflation.

In some areas, we have to go back to the customer and renegotiate. What really matters here is the quality of our relation with our customers, with our long-term customers. Also, the fact that our customers are quite mindful of all the arguments we're putting forward because indeed they're aware of the fact that they will have some difficulties in finding a substitute supplier. In relation to your idea that we're going to improve our margins, we don't want to take too much advantage of the situation. Of course, we want to make sure that we are recognized. Now, the levers and the drivers that I've just described are helping us coping with this situation.

Now, the validity of our quotes is far shorter than it used to be, and we allow ourselves the right to increase our prices at the very last minute if the inflation rate were to soar again. The first quarter margins were not impacted, and we are confident as to SPIE's capacity to be up to its objectives in spite of the inflation. Considering the balance between organic growth and margins, we do not have any measuring tool for this, at least to measure it in a very fine manner. The difference between SPIE and EQUANS, for instance, is that our margin is our priority. Now, in a context that is favorable, you have to make decisions based on this, the customer's demand, the resources available, and the margins that can be generated.

The general context is more enabling than in the past. That's why we're aiming for organic growth, and that's why we think we can speed up organic growth and keep on improving our margins. Beyond 6%, these margins are among the best in our business sector. Now, we've said 6%-7% in 2025. It doesn't mean that it's the end of the story, but it means that we'll have a midterm milestones regarding M&A. Last year, to answer EQUANS, indeed, I wouldn't talk about a failure, but rather that withdrawal. Regarding M&As, of course, we're enjoying a still highly fragmented market. Even for the leaders on the market, the pipeline is still very rich, as I've observed over the last year. The pipeline is really flowing steadily.

Now, we have some projects that are being reviewed, allowing us to see that our guidance is realistic regarding bolt-on acquisitions. As to the M&A scheduling, it's not by the month or by the quarter that you know when the acquisitions will be made, but what is in the pipeline is consistent with what is observed over the past years. Now for the other acquisitions, it goes hand in hand. Markets will be generating some attraction by some investment funds, but the number of opportunities is high enough, allowing us to be extremely selective and, you know, picky about what we really want.

It all depend on the one-on-one relations and the bilateral negotiations so that we can avoid the auctioning system that we have observed over the last year with a slight inflation on the possible targets.

We will see. Yes, please.

Jean-Claude Dussan
Shareholder, Private Investor

Jean-Claude Dussand, an individual shareholder. In the registration document, you're saying that SPIE is ready for the 100 years to come. Is this really the case? 100 years? That really is the long run. This is impressive. Well, you see, we've not given any guidance then for the 100 years to come.

Gauthier Louette
Chairman and CEO, SPIE

Well, in any case, you wouldn't be here to be able to talk about those. I wouldn't either. Then it would be easier, no responsibility. Anyway. Right. Of course, this is a bit of a joke because we were celebrating 120 years in 2020. SPIE started in 1900 Société Parisienne d'Électricité for the electrification of the Paris Metro. Now, we've gone beyond the Porte de Champerret, part of Paris.

120 years, that's what we wanted to celebrate, but unfortunately, that's when COVID hit. Pascal Colbatzky was very sad about this, so we had to be much more discreet. We said, "Okay, we're 120 years old, so we're ready for the 100 years to come." Right.

Jean-Claude Dussan
Shareholder, Private Investor

I have another question. You said that the dividend payout was EUR 0.60 per euro, says the speaker. Now, on page 35, in the convening brochure, in the French document, when I look at the past five years, you're saying dividend per share, EUR 0.59. No idea whatsoever. We'll look into this. Does that mean that there's a tax on our own taxes?

Gauthier Louette
Chairman and CEO, SPIE

No, no. We don't do this in this house. The CFO said we're going to check the numbers. In any case, I can confirm EUR 0.60 per share. That's the dividend. As we said, the remainder is EUR 0.47. That'll be paid out in May.

Jean-Claude Dussan
Shareholder, Private Investor

Okay. I have three questions. About the corporate accounts. About EUR 7,200 for UTIs that are identical from 2020 to 2021 end of December. Well, that's a very specific question. I'll look into this. Philippe Pellerin, Head of Accounts, will try and answer that. He's looking at the number that you're talking about. It's in what we call the social report. If we can't answer today, we'll answer later in writing. I have another question. Available cash, it's still in the same report, EUR 35,587 in December, end of December 2021. How can you pay several millions worth of dividends in May?

Gauthier Louette
Chairman and CEO, SPIE

Well, the dividend we pay out is paid out because, of course, there's a cascading effect in the legal organization of the SPIE that is operating, BUs pay also an amount to the group, and it goes up, and therefore, we have enough money to pay out the dividend that's voted each year. Don't be afraid about this. Finally, another question, final question. There's an increase in the tax level of companies, whereas in 2021, if I look at the bottom line, the bottom line really has decreased a lot. 2020, we had EUR 16.7 million, and in 2021, EUR 19.9 million, more or less. Okay.

You're talking about what we call the company accounts or the results of our different BUs do not necessarily exactly reflect the overall evolution of the financial performance of the group. Maybe we've had more flows going up, but what you should pay attention to is the evolution of our performance that you will find in the consolidated financial statements.

Speaker 12

Good morning. I'm a shareholder as well. I'm also an ambassador for the Institut du Capitalisme Responsable, Responsible Capitalism. I have three questions about CSR. I'd like to thank you for these presentations on CSR. They're very clear and comprehensive. My first question is, will the company have a vision? That's my question. Do you want to have a vision in the company? Second question, what's the part of variable pay that's connected to CSR? I know this is qualitative.

You have 30%, I think, but it's not really explicitly said in the documents. My third question, in this universal registration document, I couldn't find anything about non-financial ratings. Thank you very much.

Gauthier Louette
Chairman and CEO, SPIE

Well, as far as our raison d'être, that is, mission statement is concerned, some companies have been studying this. Others have a mission statement or vision. Well, we're just starting to think about this. If we were to choose something, to have a slogan, it would be like any other projects in SPIE, it should be bottom-up. We should listen to the employees first, the people with the boots on the ground. It should represent the very meaning of the group to the employees. As Isabelle said earlier on, as far as energy transition is concerned, we're on the side of solutions.

We've been hammering this in for a while. This is quite credible and it makes sense. It's perhaps along the lines of what you call a mission or mission statement or vision. Number two, you were talking about my variable pay. Yes, I have KPIs connected to CSR, corporate social responsibilities. For instance, the carbon footprint of the company. We have performance shares granted to the employees as long as the performance objective is met. We have another criterion connected to carbon. That's true for the top 200 managers in the group. We have a variable pay that uses these KPIs. Since last year, we introduced a criterion connected to decarbonization with very tangible things. In some cases, it's the electrification of our fleet of vehicles, et cetera.

We use these criteria at different levels in the company. As you've probably noticed, these are criteria that are measurable. We measure them. Even though it's part of the quantitative set of criteria, we measure that. Your third question, the non-financial ratings. I'll hand over to Isabelle. She's worked an awful lot on that with rating agencies so as to fully describe our business. I think she will give you more information on that.

Isabelle Lambert
Director of Corporate Social Responsibility, SPIE

As far as our rating is concerned, for non-financial rating agencies are concerned, what we do is that. There are hundreds and thousands of agencies that keep on rating you. We choose the agencies that the investors usually prefer, so that we get in touch with them and discuss that. We focus on Sustainalytics, MSCI, and Vigeo Eiris.

Last time we had an investor day, and that was a fortnight ago, we presented our performance to these three main rating agencies. For MSCI, we're in band A. For Sustainalytics, our level is low risk. That's the level. We're in the top five or top 6% companies in this sector, in the industry. For Vigeo, we are rated goods and services to industry, and we're number two in this industry. These are all the ratings. We have a summary slide in the capital market day deck that we organized two weeks ago.

Gauthier Louette
Chairman and CEO, SPIE

Thank you, Isabelle.

Philippe Pellerin
Group Accounts Director, SPIE

Hello, I'm Philippe Pellerin. I'm in charge of the group financial statements, accounting that is. I'll answer very specifically your question on these EUR 7,000 of securities. These are SPIE treasury shares. These are treasury shares.

Gauthier Louette
Chairman and CEO, SPIE

Question off microphone. Interpreters, sorry, they can't translate the question. Answer. These are historic values that are shown in the company accounts. A total of 390 of those securities. Thank you, Philippe.

Jean-Claude Dussan
Shareholder, Private Investor

The return and the end. Question number four. A few words about your shareholding structure, perhaps. Well, first, we could perhaps listen to BPI. BPI is going to appoint a director, I think. I'd like to understand the reasons. Why did BPI choose SPIE? I'd like to know that. Why did the BPI board decide to invest in SPIE? Maybe you, Mr. Louette or the board, could tell us if Amber. I think there was a rumor that Amber had become shareholder in the SPIE group. Is that true or not? Have they reached a certain threshold, if we look at your bylaws, and did you discuss with them?

That's for the shareholders. My 5th question has to do with governance. Question to you, perhaps? Yep. Our management company is managed by AFG. AFG produced a document saying that there are two things they don't like. When we have free shares, and that's resolution 28, these free shares are not fully or the performance conditions are not fully disclosed. So maybe could you build on that? Also, there's the audit committee. There's something that I don't really like. I think Mr. Fain, they consider Mr. Fain is not totally free or independent, so could we perhaps have something on this? Then I have an extra question if I have time enough.

Gauthier Louette
Chairman and CEO, SPIE

As far as Amber is concerned, they are a minority shareholder. I think from what they said, they have less than 0.5% in the equity structure of the group, the share capital of the group. They are shareholders, so we meet them from time to time. That's normal. We respect our shareholders. That's all we can say about Amber. Given the percentage that they own, we don't meet them weekly, easy to understand. Now, Pascal will answer the other questions, I think.

As far as the AFG is concerned and the independent director is concerned, the interpreters are doing their best. The microphone is not working. Beyond 3%, you're a significant shareholder. It's very important it comes from. Oh, we can't hear, mister. In the room, they can't hear Mr. Colbatzky. Oh, there we are.

Pascal Colbatzky
Group Legal and Insurance Director, SPIE

As I was saying, the AFG criteria, they're saying you're not independent if you have more than 3% of the share structure. The AFEP-MEDEF code says the threshold is 10%. We are a French company. We follow French law, and we follow the French code of governance. We don't use any other criteria. I'm very surprised to see that AFG uses a criterion from a foreign code to apply it on a French company.

A director is independent if they don't have 10% of all voting rights or the capital. This is what French code says. This is what we follow and do. This is what most French companies do. This is what we're assessed on. Each year, we get a report from the AMF and the Haut Comité de Gouvernement d'Entreprise, and they see if the French companies follow the French code. That's your second question. The other question about governance? Oh, yes, performance shares. As far as performance shares are concerned, there are two criteria that we don't talk about when we release the plan, but we do this later on. We communicate when the plan comes to maturity, and these are the financial objectives and the criteria connected to financial objectives.

Because some investors were seizing this opportunity, and they were questioning and challenging our guidance, our yearly guidance, which means that, well, these are budgetary items. We consider that to start with, they are confidential. As you will see, and this is what we did in 2019, these schemes or plans, we say, how much was attained, and we tell you if we've managed to meet the objectives or not. That's it for your two questions, I think.

Gauthier Louette
Chairman and CEO, SPIE

There was a question regarding BPI. BPI, I will ask Mrs. Adeline Lemaire, who is the director appointed by BPI to join the SPIE board of directors.

Adeline Lemaire
Permanent Representative of Bpifrance Investissement, Bpifrance Investissement

Thank you. Adeline Lemaire. I'm the permanent representative of Bpifrance, the board of directors of SPIE, and I've been here since March. I'd like to explain why Bpifrance is involved. As you know, it is a bank for companies and entrepreneurs, a one-stop shop for all French businesses offering investment solutions and equity solutions, regardless of the maturity and of these French companies. We fund and grant loans for all types of companies and for equity. We also present with tools allowing to help very small companies as from EUR 500,000, high cap and lower cap. We've created like one fund recently, which has invested in SPIE, buying shares.

We are aiming a size of EUR 5 billion so as to foster significant investment in French-listed companies that are supported in the same way as we support smaller-sized companies with the same financial performance objectives. Regarding SPIE, beyond the high performance of this company and its promising outlooks in the future, the fact that we're supporting a company that is at the very heart of digital transformation and energy transition was the driver for this decision.

Emmanuelle Boquien
Shareholder, Private Investor

Thank you. Emmanuelle Boquien. I'm an individual shareholder. I have a question about your business strategy. You have outlined all the key elements so that you will be involved in hydropower, solar power, and wind power. Would you consider one day making acquisitions and make use of all your tools so that you will be a utility yourself, that is, a power generation company?

Gauthier Louette
Chairman and CEO, SPIE

Well, we are present in the services to utilities, so, T&D, that is transmission and distribution, substations, et cetera. We are involved in energy efficiency and maintenance. We have a strong presence on maintenance in many power generation plants, and I'm thinking of nuclear power plants to start with, where we are one of the leading or the leading.

Provider of EDF for the maintenance of their reactors. We do not consider being present in power generation because it's a capital consuming type of business. Our working capital requirement is negative, so we work with what is paid out by our customers. That's our business model. As Jérôme said, we invest in acquisitions once we've paid our shareholders. Our business model is completely different and would have great difficulties in being involved in the power generation and all the infrastructure and capital consumption it requires. You said that you have, in 2021, had 1,100 apprentices. After they graduated, how many of those were actually hired? No, 1,100 were there. Was the number of those who were recruited.

In Germany, it's 80% of those who are employees. When we talk of apprentices, we are quite often talking about, you know, students who have sandwich courses. It can be at college and university level, and it's a very good way for them to have hands-on practice of their future jobs to understand what is the company all about and how it works. These apprentices have a two-year or three-year training in sandwich courses, and then we make an informed decision. That is, we offer them to work with us, and therefore their success rate is very high. It's a high satisfaction level for these apprentices.

I've been at SPIE for the last 35 years, and I've met people who were 35 years old or 40 years old, and they started as young apprentices at SPIE. There were no tutors or mentors or coaches for the young apprentices that were joining us. I think it's really rewarding for these people. We've received two questions online. One is to the CEO. When will the share be the stock price of EUR 25? Now, beware of the attempt to manipulate the stock price. Second question is do we have any quota as to the number of foreigners that are recruited as employees? For this particular question, there are no quotas. There is no minimum nor maximum number of foreign employees that are recruited.

When you see the diversity of the business lines at SPIE and the way people are being integrated in the company, when I go to the work sites and visit people, I have met employees who've joined SPIE by very different ways. Now regarding the stock price, I will certainly refrain from manipulating our stock price. It all depends on you. I'm returning this question back to you. Now the one very last question, because time's up for the questions. Regarding free shares, I don't think we were talking about performance share. AFG was about the 20th resolution or 26th resolution. No, 20th resolution. Is it free ordinary shares? No, these are performance shares. Now, my last question is the following. Mr. Louette or Mr.

Jean-Claude Dussan
Shareholder, Private Investor

Mr. Louette, when shaving in the morning, what are the challenges you think of? I've been thinking about that. The current economic situations, you've reminded us about the presence of SPIE in Germany with an area that is closer to us, and that is also close to Ukraine. Are you concerned about the general context? Recruitment is also an important aspect. Are you concerned by M&As? No. Of course, you shouldn't think about all that because you might be cutting yourself when shaving. What are your thoughts about the future strategic vision of SPIE, and what are the current and future challenges, or the challenges you think of in the morning?

Jean-François Delcaire
Asset Manager, HMG Finance

Well, one of the highlights, as was said earlier, is about attracting talents and retaining them in a context where we need people that are skilled and experienced. So that's one of our main concerns so that we, you know, retain these people so that we can carry on with our business at speed. That is grow, transform the business and go through constant transformation stages that have allowed SPIE to become number three in Europe in energy services. Now, my concern is what will be the next step? What will be the next transformation? What will be the next phase for the group? While keeping in mind that we need to keep on providing services to our clients every day.

Jean-Claude Dussan
Shareholder, Private Investor

Therefore, maintaining our positioning and retaining our employees. While being aware that in order to retain human resources at SPIE, we have to make sure that people have a meaningful job. That's why we're very at SPIE to be at the very heart of the energy transition process. Now, time's up for the Q&A session. Thank you for the interest you have demonstrated through your questions. We're going now to move on to the resolutions. The final quorum is 74.336%, sorry. 30 resolutions, 17 are of the ordinary shareholders general meeting, and 13 for extraordinary matters. By show of hands, I will ask you to express your vote.

We'll first ask those who are voting against to raise their hand, then we'll ask to those who abstain, and those who will not have showed their hand will be considered as those who voted in favor. We have to have a majority of 50% of the ballots for the ordinary shareholders meeting, or two-thirds of the ballots for the extraordinary matters. I will be reading only the titles of the resolutions because the full explanation of the resolutions are to be found in the convening letter which was found also. This is to be found also on the website and which have been made available to you at the entrance of this room. Starting with ordinary matters for the ordinary shareholders' general meeting. Approval of the company's statutory financial statement for the financial year ended December 31, 2021. Who is against? Abstentions? Okay.

Second resolution, approval of the company's consolidated financial statements for the financial year ended December 31, 2021. Against? Abstentions? Third resolution, allocation of the profit of the financial year ended December 31, 2021, and setting the dividend at EUR 0.60 per share. Against? Abstentions? Fourth resolution, approval of the regulated related party agreements referred to Article L.225-38, and following articles of French Commercial Code statutory auditor's report. Against? Abstentions? No. Fifth resolution, ratification of the appointment of Ms. Trudy Schoolenberg as director of the Board of Directors. Against? Abstentions? Number six, renewal of the mandate of Trudy Schoolenberg as director of the Board of Directors for four years. Against? Abstentions? Seven, ratification of the appointment of Bpifrance Investissement as director of the Board of Directors. Against? Abstentions? Eight, resolution renewal of the mandate of Mr.

Gauthier Louette as director of the board of directors for another four years. Against? Abstentions? Nine, renewal of the mandate of Mrs. Regine Stachelhaus as director of the board of directors for four years. Against? Abstentions? Ten, renewal of the mandate of Peugeot Invest Assets as director of the board of directors for four years. Against? Abstentions? Eleven, appointment of Mr. Christopher Delbrück as director of the board of directors for four years. Against? Abstentions? Twelve, renewal of the mandate of EY Ernst & Young as statutory auditors for six years. Against? Abstentions? Thirteen, resolution approval of the fixed variable and exceptional component of the total remuneration and benefits in kind attributable to Mr. Gauthier Louette as chairman and CEO for the year 2021. Against? Abstentions? Approval of the compensation policy for Mr. Gauthier Louette as chairman and chief executive officer. Against? Abstentions?

Fifteenth resolution: approval of the information mentioned in Article L.2210-9 of the French Commercial Code. Against? Abstentions? Sixteenth resolution: approval of the directors' compensation policy. Against? Abstentions? Authorizations. Seventeenth resolution: authorization granted to the board of directors to trade the company's shares in the limits of 10% or 5% of the share capital, and in payment for external growth operations maximum EUR 33 for 18 months. Who is against? Abstentions? Now, extraordinary matters. Eighteenth resolution: authorization granted to the board of directors to reduce the company's share capital by canceling treasury shares within the limits of 10% for 24 months, for a total duration of 26 months. Against? Abstentions? Nineteenth resolution: delegation of authority to the board of directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts.

That are accepted. Total amount of more than 14 million. That is more or less 20% of the total capital for a duration of 26 months. Who's against? Abstentions? 20. Delegation of authority to the board of directors to increase the share capital increase with preferential subscription rights by issuing shares and/or other securities. That's 50% of the total capital and EUR 1 billion for securities for a total duration of 26 months. Who's against? Who abstains? 21. Delegation of authority to the board of directors to increase the share capital increase with preferential subscription rights by issuing shares and/or other securities. The article references Article L.411-2 of the French Monetary and Financial Code. EUR 7.4 million. That is 10%. We have securities for EUR 1 billion. Who's against? Could we count perhaps those against?

I think we have five hands and cards shown here. Six perhaps. Who's going to abstain? 22, delegation of authority to the board of directors to increase the share capital in the case of Article L.411-2 of the French Monetary and Financial Code. Capital increase EUR 7.4 million. That is more or less 10% of the share capital. Securities, EUR 1 billion for a total duration of 26 months. Who's against? Who abstains? 23, authorization granted to the board of directors to set the issuance price on the basis of what was decided by the general assembly with a limit of 10% of the share capital per year for a total duration of 26 months. Who's against? Who's abstaining?

24, authorization granted to the board of directors to increase the amount of issuances with or without preferential subscription rights. The limit is 15% for the initial issuance, and this will last 26 months. Who's against? Who would like to abstain? 25, delegation of authority to the board of directors is to increase the share capital with a limit of 10% of the share capital. The maximum amount, 10% of the share capital. Total length, 26 months. Who's against? Abstentions? 26, delegation of authority to the board of directors to issue shares reserved for members of employee savings plans with their preferential subscription rights. That's for those who are in an ESO plan. The maximum nominal amount, EUR 2 million. That is 2.6% of the share capital for a total length of 26 months. Who's against? Who abstains?

27, delegation of authority to the board of directors to increase the share capital by issuing shares reserved for designated beneficiaries with their preferential subscription rights for special beneficiaries. EUR 2 million, therefore more or less 2.6% of the current share capital, and this is to last 18 months. Who's against? Abstentions? 28, authorization granted to the board of directors to issue free new or existing shares to the benefit of employees and directors of the company and other group companies. 0.5% of the number of shares on the date of decision when we grant them for a total duration of 15 months. Who's against? One abstention. Okay. Abstentions? One. Card up.

29, amendment of Article 15 of the company's bylaw so that we have a minimum of 1,500 shares that each director has to have when they get the compensation or remuneration. Who's against? Abstentions? Comment off microphone. Resolution number 30, powers for formalities. Who's against? Abstentions?

Thank you. I think we have voted on all of these resolutions. Now we're going to take a little while, some minutes, so that we can compute all of that. In the meantime, we have a couple of videos for you to illustrate what we do at SPIE. First video is on commercial buildings. Commercial buildings, you'll see what we do in commercial buildings, and this is connected to energy efficiency.

We have a second video. That's for inspections to see if anything is wrong with electrical lines, the overhead lines.

Speaker 13

The idea is to combine different sensors under the helicopter. We have thermal inspection, for example. We have the LiDAR survey to produce the 3D point clouds, and we put all those sensors under the helicopter just within one flight. Normally, the customer performs two or three flights for this topic. We do combine it to be more cost and time efficient. The benefits for the customers are to get a complete network digitized to do, for example, calculations on the sag of the line, et cetera. We have, on the other hand, the inspection, and we can find faults, mistakes on the line like birds nests, for example, like some problems with the wires, et cetera. We can give our recommendations to the customer, what he should do to prepare a better network.

The main challenge is, of course, to bring electricity from the northern parts to the southern parts of Germany. To do it with the existing grid means that we need more power on the transmission line. Of course, we need to know the condition of the network.

Gauthier Louette
Chairman and CEO, SPIE

Well, finally, we have another video. That's for the telecom business. We listen to one of our employees who's talking about the main objectives and what he does with the customers so that we have quality networks. Right. Now I hope that we are ready, and we'll be sharing the results. We're almost there.

Well, we've received another question online. The question is: Will SPIE be engaged or committed in the future EPRs? The answer is a clear yes. As you know, we have a program for future EPRs, and that's a very important program for the nuclear baseload in France. This is more or less half the historic program, 50% of the program. SPIE focuses on the nuclear business and also in Flamanville we're in charge of installing general electricity for the Flamanville EPR. SPIE will be a player, a leading player with the new EPRs. Those all in all, 6 EPRs that will be launched in the years to come, and they will be commissioned more or less in 2035. Now we have the results. I'll be quick.

I'll give you the percentage of those voting for so that afterwards we can listen to our chairman. Resolution number one, approval of financial statements, 99.98%. Number two, resolution number two passed 99.98%. Resolution 3, with the dividend at 0.60 EUR per share, passed 99.99%. Next, that is regulated party agreements, 96.5%. Ratification of co-optation of Madame Trudy Schoolenberg as director, 93.35%. Number six, resolution number six, appointment as a director, 93.25%. All of this is, of course, passed. Number seven, Bpifrance as director passed 98.56%. Resolution number eight, renewal of the mandate or term of office of Mr. Gauthier Louette, 74.44% for.

Renewal, that's resolution number 9, renewal of the term of office of Regine Stachelhaus is passed 99.78%. Number 10, renewal of Peugeot Invest Assets as directors, 84.27%. 11, Mr. Delbrück as director, 99.98%. Number 12, renewal of EY as statutory auditors endorsed 91.77%. 13, approval of variable exceptional pay for the CEO for year ending 31 December 2029, 89.83% in favor. Number 14, approval of the compensation policy of Mr. Gauthier Louette, 92.30%. Number 15, approval of information mentioned in Article L.22-10-9 of the French Commercial Code, passed 90.28%. That's resolution 16, approval of directors' compensation policy passed 99.62%. Number 17, authorization granted to the board of directors to trade in the company's share passed 99.99%.

For extraordinary matters, resolution number 18, authorization given to the board of directors to reduce the company's share capital by canceling treasury shares passed 97.73%. 19, delegation of authority to the board of directors to increase the share capital by capitalization of premiums, reserved profits or other amounts passed 99.91%. Number 20, delegation of authority to the board of directors to increase the share capital with issuance with preferential subscription rights, 90.88%. Number 21, delegation of authority to the board of directors to increase the share capital with issuance without preferential subscription rights by issuing shares, except for those covered by Article L.411-2 of the French Monetary and Financial Code, 92.05% passed.

Number 22, delegation of authority to the board of directors to decide to increase the share capital without preferential subscription rights. That's covered by article one. In Article, paragraph one of Article L.411-2 of the French Monetary and Financial Code, passed 85.79%. Number 23, authorization granted to the board of directors to determine the price of the shares in accordance with the terms and conditions set by the general shareholders' meeting in case of a share capital increase without preferential subscription rights through public offerings with a limit of 10% a year, passed 87.94%. Number 24, authorization granted to the board of directors deciding to increase the amount of issuances with or without preferential subscription rights, passed 83.61%.

Pascal Colbatzky
Group Legal and Insurance Director, SPIE

25, delegation of authority to the board of directors to issue shares or other securities giving access to the share capital and all securities giving entitlement to allocation of debt securities with a limit of 10%, adopted 68.97%. Number 26, delegation of authority to the board of directors to issue shares reserved for members of our employee savings plans, endorsed 90.27%. 27, delegation of authority to the board of directors to increase the share capital by issuing shares reserved for designated beneficiaries without preferential subscription rates, passed 90.24%. Number 28, authorization granted to the board of directors to issue or new or existing shares to the benefit of employees and directors of the company and of other group companies, passed 93.37%.

Amendment of Article 15 of the company bylaws, 97.9% more or less. Number 30, powers for legal formalities, passed 99.99%. For those following us online and those in the room, as usual, in the days to come, we will publish all of these results. They'll be available on our company's webpage. Now I'll hand over again to our chairman.

Gauthier Louette
Chairman and CEO, SPIE

Thank you. Thank you, Pascal. We have exhausted all the items on the agenda for today's general ordinary and extraordinary shareholders meeting. We'll meet again next year. I wish you in good health by then, and I'm hoping that the conflict in Ukraine will end in the meantime, particularly for all the populations impacted by the conflict. I can guarantee you that by the next general meeting, we will be working very hard and striving to maintain our business model and create value for our shareholders, whom we would like to thank for their attendance today. Thank you all, and I wish you a very nice day. This meeting is now closed. Thank you.

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