Dear shareholders, as the Chair of the Board of Directors of the Vantiva company, it is my pleasure to chair this general meeting of Vantiva 2026. Next to me are Mr. Tim O'Loughlin , the CEO, Mr. Lars Ihlen , the CFO, and Mr. Simon Amselle, who is the Secretary of the Board. Your participation in this annual general meeting is invaluable to Vantiva. Interpreters have been made available for presentations in English, so I invite you to put on your headphones if needed to hear the simultaneous translation. I will now proceed with the appointment of the presiding officers for the meeting. I hereby appoint the following individuals seated in the first row of the auditorium as scrutineers, Mr. [Ian Grossman] and Mr. [Van Argano]. Both are shareholders taking part in the meeting with the greatest number of votes, and they have already agreed to hold this function.
The bureau thus constituted, we appoint Mr. Simon Amselle as the Secretary of the Meeting. I will now give the floor to Simon Amselle for the legal formalities.
Thank you, dear Chair. The general meeting was convened today upon first call. A preliminary notice of the meeting was published at the Bulletin des Annonces légales Obligatoires, the BALO, on May 25, and then the final notice on June 12. Shareholders present hold 350 million shares plus for 630 shareholders. The quorum is 73 as it stands, 73.74%. The final number of shareholders present or represented will be clarified before the vote of the resolutions. As now, we can proceed with both the ordinary and extraordinary agenda items. Also taking part in the meeting, Mrs. Nadège Pineau , representing Deloitte & Associés, our auditors, Mr. Christophe Patouillère for this matter, also Statutory Auditors. [Maître Jérôme Semenelen], our Judicial Official, is attending.
The company's registrar is here to check and record the proper conduct of this meeting. In accordance with the standard practice, the documents relating to the notice of this meeting have been placed on the table. Provisions Article R.225-81 through 225-83 and 88 of the Code de commerce have been complied with, and documents referred to in Articles R.225-89 and 90 of the same code have been made available to the shareholders within the time limits set by regulations. Since all the shareholders have already had the opportunity to review the Board of Directors report, we will therefore not be reading it in its entirety. This meeting is being broadcast live, and we have now completed the legal formalities and may proceed with the meeting itself. Thank you.
Mr. Tim O'Loughlin, the Chief Executive Officer, Lars Ihlen, the CFO, Laurence Lafont, Chair of the Governance and Compensation Committee, and myself as the Chair of the Audit and CSR Committee. Finally, our independent auditors will each take the floor in turn to discuss the following items. First, Vantiva's current situation. Two, the 2025 financial results. Three, Q1 and outlook for 2026. A focus on CSR and the compensation of the executives. Then we will have the reports of the auditors. I will now give the floor to Mr. Tim, your Chief Executive Officer, for the opening presentations.
Thank you. Welcome, shareholders to our annual general meeting. As Chief Executive Officer, it is my duty to present the key highlights of the past financial year. I am pleased to report that we successfully delivered on all the objectives we set for 2025, despite a very volatile market. On slide five, following a strong start to the year for the broadband segment, demand began to normalize in the third quarter and carried through into the fourth. This was partially expected given the particularly high level of activity we recorded during the fourth quarter of 2024. In 2025, we were also negatively impacted by supply constraints on certain components. The video business continued to decline due to structural issues in that segment of the market.
Despite this, we achieved a significant improvement in EBITDA margin, driven by cost reductions from our rationalization efforts and the gains from integrating CommScope's Home Networks business. Those synergies exceeded our initial expectations, and further cost optimization opportunities remain ahead. During the year, we also initiated discussions to refinance our debt, which you read was successfully completed recently. In short, thanks to the company's transformation program and the commitment of our teams, we successfully delivered on all our objectives for the year. Of course, we do not intend to stop here, and we will continue advancing toward a sustainable turnaround for Vantiva. Lars, our CFO, will provide a more detailed review of the year's results. First, let me comment briefly on 2025 activity. The group reported revenue of EUR 1.7 billion for the year, representing a decline of 7% at actual exchange rates and 3.1% at constant exchange rates.
Alongside the currency headwind, this decrease reflects the normalization of activity in Q4 and the continued decline in the video segment. EBITDA amounted to EUR 145 million, up 33% year-over-year. The EBITDA margin came in at 8.3% of revenue, compared to 5.8% in 2024. This improvement reflects the positive impact of our transformation plan and the operational benefits of bringing Home Networks into the group. Free cash flow after financial expenses and taxes was positive at EUR 62 million, an improvement of EUR 87 million compared to the previous year. It's worth noting that this is the first time free cash flow has turned positive since the separation of Technicolor Creative Studios. We exceeded every objective we had communicated at last year's annual general meeting, making four consecutive years in which we have met or surpassed our targets.
Performance across the year was supported by strong demand for Wi-Fi 7 and fixed wireless access solutions. Vantiva held, and in some case, strengthened its leading position in key markets. Demand for video set-tops, on the other hand, continues to feel the impact of structural shift in how consumers access video content, particularly in North America. The successful integration of the CommScope Home Networks business once again demonstrates the group's ability to fully capture the potential synergies from such transactions, which enabled us to exceed our initial expectations. Innovation remains a core priority for our company. We conducted multiple market trials for various gateway technologies, securing new business opportunities and winning new customers in the process. On sustainability, our policies and initiatives have allowed us to raise our ambitions with a target of achieving net zero greenhouse gas emissions by 2040.
We are also developing solutions to reduce energy consumption of our products across their life cycle and improve packaging recyclability. These efforts were recognized with a gold medal from EcoVadis, placing us among the top performers in our industry. We are seeing encouraging signs of demand in the broadband segment in Q1 2026, particularly for our innovative solutions in North America. Revenue, however, has been affected by the weakness of the U.S. dollar and continued softness in video. Uncertainty surrounding memory availability and pricing, combined with ongoing geopolitical tensions, is creating volatility in our operating environment. For this reason, we have decided to not provide EBITDA guidance at this stage. That said, we are targeting positive free cash flow for the year after financial expenses and taxes.
I will now hand over the podium to Lars Ihlen, our Chief Financial Officer, who will walk you through our results and financial position in more detail. Thank you.
Thank you very much, Tim. Tim has already touched upon a lot of these points, but allow me to go in a bit more details on the changes from 2024 to 2025. Sales decreased roughly by 7%, and this was mainly driven by a systemic decline in our video business. During the year, our video segment declined by 41%, fully offsetting a 13% growth in our broadband segment. EBITDA increased from EUR 109 million to EUR 145 million, and this is mainly coming from the synergies we achieved during the integration of the whole network division. The EBITDA equals 8.3% of sales, which is up from 5.8% at the end of 2024. Depreciations and provisions increased by EUR 5 million to EUR 68 million, and as a result, EBITA increased by EUR 30 million, from EUR 46 million to EUR 76 million.
EBITA, as a percentage of sales, equals 4.3% of sales, which is up from 2.4% the prior year. The non-recurring expenses reached a negative of EUR 110 million during 2025, which is a EUR 35 million increase from 2024. A reduction in the amount of restructuring reserves was more than offset by a one-time impact of settlements we had with some key customers following an IP indemnification claim. This gave us an EBIT of minus EUR 47 million, which is roughly in line with the number from 2024. The net result for the continuing activities was minus EUR 145 million, and that's an improvement of EUR 12 million from the prior year. If you look at the results from the discontinued activities, they were negative by EUR 248 million, and that's mainly coming from the disposal of our Supply Chain Services division in March 2025.
And more specifically, the largest part of this loss was linked to an accounting entry of EUR 201 million, following the reclassification of all the accumulated exchange rate variances linked to this division since Thomson purchased Technicolor early in the 2000s. This variance was already accounted for on the balance sheet, and it did not have any impact on our equity or our free cash flow.
The net result was EUR -393 million, down EUR 111 million from the year before. But as said, this is mainly linked to the one-off accounting impact that I just mentioned. The following part of this table explains the movement in the free cash flow, but I have a later slide that will explain that a bit better. One final point to mention on this page is that our net debt without leasing under IFRS reached EUR 508 million, up EUR 40 million from 2024.
This was mainly driven by the peak interests that are accruing to the end of the year and the lower cash on hand that we had at the end of December. If you move on to the following slide, we can look at how we generated our free cash flow. If you start with the EUR 25 million negative we achieved in 2024, we need to add the EUR 36 million of improvements in EBITDA that we just mentioned. We have been able to reduce the CapEx by EUR 80 million, thanks to streamlining our R&D functions. Cash out or restructuring improved by EUR 21 million as the peak of the synergies was taken out in 2024. The variation of working capital was negative by EUR 28 million, and this was measured by the variance last year versus the variance in 2025.
Even if the working capital was positive in 2025, it is still negative because it was less positive than in 2024. Pensions improved by EUR 6 million, and interest and other financial expenses improved by EUR 17 million. This was mainly linked to the fact that the bridge loan we had during 2024 was repaid in 2024, and we did not have an interest expense on that in 2025. We also had lower utilization on our Wells Fargo facility during the year. Finally, our taxes improved by EUR 16 million, mainly linked to a U.S. tax bill that was fully refunded in 2025. The sum of all of these changes gave us EUR 62 million in free cash flow in 2025. The following page shows us the liquidity and the debt at the end of 2025.
We had EUR 13 million cash on hand, and we had EUR 22 million available on our Wells Fargo facility, giving us a liquidity of EUR 35 million at the end of the year. The net debt without leasing was EUR 501 million in nominal terms and EUR 497 million according to IFRS. If you now look at this, at what happened in the first quarter. Our revenues in Q1 were impacted both by the negative exchange rate and the continued decline in the video market. Sales were down 4% at constant rate, but 14% at actual rate as the dollar depreciated versus the euro in the second half of 2025. In constant rate, the video business declined by 40% and the broadband business increased by 13%, continuing the good trend out of 2025.
In terms of positive impacts in the first quarter, it is worth mentioning the continued good activity in our North American market and good traction on new contracts with the Wi-Fi 7 technology. As Tim just mentioned, we are not going to give a guidance on EBITDA this year. This is due to the uncertainties concerning the memory cost and other component shortages in the market. However, we have chosen to give a guidance on the free cash flow, which we expect to be positive during the year. One of the biggest news over this quarter is that we have managed to finalize an agreement with our lenders to do an amend and extend of the credit current facilities. The maturity of the new facilities have been extended to April 30, 2030 for the first lien, and October 30, 2030 for the second lien.
In addition to this, approximately EUR 20 million of exit fees have been converted into a TIC instrument that is maturing in April 2031. The extension of this debt is accompanied by several strategic initiatives, including a proposed transfer of the company's listing to Euronext Growth multilateral trading facility, and a proposed issuance of a convertible bond to the participating lenders, avoiding the need for a cash settlement of the exit fees we just mentioned. Both these measures remain subject to shareholder approval. We have also extended the maturity of our asset-based lending facility with Wells Fargo to the end of June 2030. Taken together, these measures will enhance Vantiva's financial flexibility, improve its financial efficiency, and support execution of our long-term strategic objectives. With this, I give it back to Katy.
Dear shareholders, I would like to spend a few minutes to report on Vantiva's environmental, social, and governance performance. As chair of the Audit and CSR committee, I am closely following this work throughout the year. I am pleased to share where the company stands. Let me begin with external recognition, because independent assessments give a useful comparable read on progress and contribute to transparency on our sustainability communication.
As mentioned by Tim, in March of this year, Vantiva earned its fourth EcoVadis Gold medal, placing it in the top 1% of companies in its sector worldwide. This rating covers the environment, human rights, ethics, and sustainable procurement. It reflects the breadth of the company's commitment to ESG commitments and initiatives. On climate transparency, Vantiva maintained its CDP score of B for the 2024 climate report, confirming the quality and reliability of the climate data it reports on its carbon trajectory.
I am also proud to report on pay equity. Vantiva's adjusted gender pay gap stands at -0.3% at global level, which means the company has reached effective parity across the group. As regards our accomplishments, I would like to outline the following elements. Firstly, for the climate transition. The Science Based Targets initiative in October 2025 approved Vantiva's near and long-term targets, confirming that they are aligned with the 1.5 degrees pathway in the Paris Agreement. This validation sets a net zero target for 2040, which is an accelerated target by a full decade from its original 2050 timeline. The company will also, in the autumn 2026, publish its climate transition plan, which sets out year by year what goals will be put in place to achieve these targets.
For example, Vantiva has also taken raw data from 14 key suppliers with a view to better understanding their decarbonation strategy and to refine its own roadmap. The suppliers represent a significant portion of the company's carbon footprint, so their involvement is essential for our approach to be credible. On governance, Vantiva achieved global ISO 37001 certification across all its sites in the world. This anti-bribery standard gives shareholders, customers, and partners confidence that the same high ethical bar applies everywhere the company operates. Finally, on social commitment, Vantiva has integrated the living wage into its code of ethics, which formalizes its pledge that everyone who works for the company can meet their basic needs with dignity. Taken together, these achievements and commitments show a company that treats sustainability and sustainable development as a central part of its operating discipline and its long-term value creation.
Vantiva will keep strengthening its ambitions, and I look forward to reporting further progress next year. Thank you for your attention. I am now going to give the floor to Ms. Laurence Lafont, who is Chair of the Governance and Compensation Committee.
Good afternoon, everybody. Dear shareholders, I will now present the key points of the Board of Directors report on corporate governance. Your Board of Directors consists of 10 directors and one non-voting director. It includes five women and five men. Its independence rate is 70%. This board has a strong international dimension that reflects that of the group's activities, not only due to the presence of foreign directors, but also to that of French directors who are based abroad or who have spent most of their careers abroad.
Furthermore, the directors and non-voting director represent a broad and diverse range of expertise, whether in cross-functional or operational roles, covering the group's various business lines and sectors. In 2025, the Board of Directors met 14 times with an average attendance rate of 90%. Since January 2026, the board's committees have been reorganized. The board is now supported by two standing committees, the Audit and CSR Committee and the Governance and Compensation Committee. In addition, an ad hoc refinancing committee has been established to monitor the group's financing maturities and renewals. The composition of these committees is displayed on the screen. As a reminder, in 2025, the board was assisted by three board committees, which were also very active, with attendance rates respectively of 90% for the audit committee, 83.3% for the compensation and talent committee, and 93.8% for the governance and corporate social responsibility committee.
Beyond the restructuring of the committees, the board's composition has changed significantly since December 2025. I would like to remind you that on March 13, 2025, the Board of Directors noted that the terms of office of Messrs Loïc Desmouceaux and Marc Vogeleisen, directors representing the employees, have expired. On June 30, 2025, your shareholders' meeting renewed the terms of office of Messrs Tim O'Loughlin and Thierry Amarger as directors. On December 22, 2025, the board appointed Ms. Katleen Vandeweyer as chair to replace Mr. Brian Shearer, who had resigned. I will now introduce the directors whose terms are being proposed for ratification and renewal today. First, you will be asked to ratify the appointment of Mr. Dylan Hallerberg as a director for the remainder of the term of his predecessor, Mr. Brian Shearer, who has resigned.
That is until the conclusion of the annual general meeting to be held in 2027. Dylan Hallerberg is classified as an independent director. He is a U.S. and British citizen. He has significant expertise in finance and corporate governance. Next, you will be asked to renew the term of Ms. Katleen Vandeweyer, who joined the board in April 2023 as an independent director. Ms. Katleen Vandeweyer is Chair of the Board of Directors and of the Audit and CSR Committee. As her term expires at the conclusion of this meeting, it is proposed that you renew her term for a period of three years, that is until the conclusion of the meeting to be held in 2029. We will take any questions later. Thank you. Ms. Katleen Vandeweyer is a Belgian national.
She serves as a director of both publicly traded and privately held companies. She has extensive experience in finance and corporate governance. Her expertise will be invaluable in maintaining the board's positive momentum and addressing Vantiva's operational challenges. Next, you are invited to renew the term of Ms. Laurence Lafont, who joined the board in August 2022 as an independent director. Laurence is Chair of the Governance and Compensation Committee. As her term expires at the conclusion of this meeting, you are being asked to renew it for a period of three years, that is until the conclusion of the meeting to be held in 2029. Ms. Laurence Lafont is a French national and a corporate executive. She has extensive experience in governance. Her skills will be invaluable in maintaining the board's positive momentum and addressing Vantiva's operational challenges. Thank you, Katleen.
Next, you are being asked to renew the term of Ms. Karine Brunet, who joined the board in June 2023 as an independent director. Ms. Karine Brunet is a member of the Audit and CSR Committee. As her term expires at the conclusion of this meeting, you are being asked to renew it for a period of three years, that is until the conclusion of the meeting to be held in 2029. Ms. Karine Brunet is a French national. She is a member of Capgemini's Executive Committee. She has extensive experience in strategy and operations. Her expertise will be invaluable in maintaining the board's positive momentum in addressing Vantiva's operational challenges. You will also be asked to ratify the term of office of Mr. Tony Werner, who joined the board in June 2023 as an independent director.
His term expires at the conclusion of this meeting, so you are being asked to renew it for a period of three years, that is until the conclusion of the meeting to be held in 2029. Mr. Tony Werner qualifies as an independent director. He is a U.S. citizen and has significant expertise and experience in technology and Vantiva's business. His expertise will be invaluable in maintaining the board's positive momentum in addressing Vantiva's operational challenges. Next, you are being asked to renew the term of office for Angelo Gordon, represented by Ms. Nicola von Mueller. The company, Angelo Gordon, was appointed to the board in October 2023. It is a member of the Governance and CSR Committee.
Its term expires at the conclusion of this meeting, so you are being asked to renew it for a period of three years, that is until the conclusion of the meeting to be held in 2029. I will now present the main points of the Board of Directors' report on compensation. This report covers corporate officers' compensation for 2025 and the proposed compensation policies for 2026. All of these details are set forth in the company's 2025 universal registration document in the section of the corporate governance report devoted to compensation on pages 119 and following. Regarding the compensation paid or awarded for the 2025 fiscal year, you are invited today to approve that through the say on pay ex post resolutions numbered 11 and 12.
Regarding the compensation awarded or paid to Mr. Tim O'Loughlin for 2025 in his capacity as Chief Executive Officer, you are asked to approve the items detailed on pages 128 through 131 of the 2025 universal registration statement. This consists primarily of a fixed compensation paid every two weeks in the amount of $750,000. Variable compensation amounting to $260,625, the payment of which is subject to a post-facto vote by this general meeting. In addition, he received a supplementary payment of $54,324 to cover his housing expenses. Tim O'Loughlin's compensation for his role as CEO for the 2025 fiscal year would thus total $1,006,081. That is annually. Regarding the compensation of the members of the Board of Directors, within an annual budget of EUR 700,000, the total amount allocated to directors as compensation for their duties performed in 2025 was EUR 558,500 compared to EUR 543,000 in 2024.
The breakdown of this compensation is shown on the screen and reflects the application of the allocation rules, which I will review in a few minutes as part of the directors' compensation policy. I would like to remind you that the ex post compensation for directors is not the subject of a specific resolution, but is to be approved by you as part of the block vote, which is the subject of Resolution 12. I would now like to say a few words about the 2026 compensation policies applicable to the different categories of corporate officers, which are submitted for your approval as part of the [Axens] say on pay under Resolution numbers 13, 14, and 15. Ms. Katleen Vandeweyer was appointed Chair of the Board of Directors on December 22, 2025, to replace Mr. Brian Shearer, who resigned.
For the record, the previous compensation policy for the Chair of the Board of Directors provided for a fixed annual compensation of EUR 250,000. Mr. Brian Shearer had waived this compensation due in particular to the policy implemented by Angelo Gordon. It is proposed that Ms. Katleen Vandeweyer be granted an annual fixed compensation of EUR 330,000 for her duties as Chair of the Board of Directors. This amount represents the maximum that we wanted to offer given Ms. Katleen Vandeweyer's high level of involvement. She also serves as Chair of the Audit and CSR Committee and the ad hoc refinancing committee. The Chair of the Board of Directors will not receive any compensation for her duties as director. Let's move on to the compensation policy applicable to the Chief Executive Officer, which is resolution number 14.
The compensation policy detailed on pages 122 through 127 of the 2025 universal registration document is as follows. This is the new regulation. We should have access to this. They are available on the general meeting website. This is in line with the regulations. Perhaps we could continue, and then we'll take some questions later, if you don't mind. There's some time for the presentation and then Q&A, which will come later. Thank you. I'll try to be as clear as possible. Now, pages 122 through 127 of the universal registration document is as follows, an annual fixed compensation of $750,000 paid every two weeks. Variable compensation amounting to $750,000 for 100% achievement of objectives, which may reach a maximum of $1,125,000 or 150% of fixed compensation amount.
In the absence of authorization to grant performance shares and to align the CEO's interests with those of the shareholders, rewarding his contribution to performance while maintaining a balanced compensation structure and ensuring consistent positioning relative to the company's peers, additional compensation of up to $10 million over three years is proposed. This compensation is contingent upon achieving demanding financial targets and on the condition that the chief executive officer remains in office as of June 30, 2028. This compensation will be paid according to the following terms, up to a maximum of $1 million , subject to ex post approval by Vantiva's 2026 annual general meeting following the 2027 annual general meeting. Please note that the associated target was not met.
Consequently, no compensation will be awarded in connection with this target. A maximum of $3.5 million, subject to ex post approval by Vantiva's 2027 annual general meeting, following that same annual general meeting. Then $5.5 million subject to ex post approval by Vantiva's 2028 annual general meeting, and following that same annual general meeting. The objectives include reducing medium-term debt, generating free cash flow, growing revenue and EBITDA, as well as diversifying and refinancing long-term debt at a better interest rate. These objectives are detailed on page 157 of the universal registration document. In the event of departure prior to June 30, 2028, regardless of the reason for the termination of the term of office, he must reimburse the company for all advanced payments received prior to the effective date of his departure and will forfeit all rights to any awarded but unpaid long-term exceptional cash compensation.
Termination indemnity and non-competition indemnity will also be planned for.
Concerning the compensation policy applicable to directors, subject to Resolution number 15, the annual compensation budget would remain at EUR 700,000. The rules and allocation levels proposed under this policy would be as follows: a fixed compensation of EUR 30,000 for each director, a variable compensation of EUR 3,000 for each Board of Directors meeting, a fixed compensation of EUR 15,000 for each committee chair, a fixed compensation of EUR 15,000 for the lead director, if any. We, at the present term, have none. A variable compensation of EUR 2,500 for each meeting of the standing committee and EUR 500 cap at EUR 4,000 for the ad hoc committee on refinancing. A travel allowance of EUR 2,000 limited to trips lasting more than six hours. Thank you for your attention. This presentation is now over. I will hand over to the chair.
Thank you, Laurence, for your presentation.
I will now give the floor to Christophe Patouillère, representing the firm, Forvis Mazars, who, on behalf of the Board of Statutory Auditors, will summarize the content of the statutory auditors' reports for you.
Ladies and gentlemen, shareholders, Madam Chair, the Board of Directors. On behalf of the Board of Statutory Auditors, Deloitte, and Forvis Mazars , it is my honor to report to you on our engagement and to present our reports issued on the fiscal year ended on December 31, 2025. These reports have been made available for most parts in the Universal Registration Document, as is the custom. To summarize the key points of our report. For the purposes of the ordinary general meeting, we have issued four reports which are included in full in the Universal Registration Document.
The report on the annual financial statements, the group's consolidated financial statements, the special report on regulated agreements, and the assurance report on the sustainability statement. The annual financial statements were prepared according to the French accounting principles, the consolidated statements, based on the IFRS standard, as adopted by the EU. I would like to remind you that our fundamental objective is to obtain a reasonable assurance that financial statements are honest and compliant with applicable regulations without any material misstatements. We conducted our work in accordance with the professional standards applicable in France. The findings of our work were presented to your company's Audit Committee and Board of Directors. In summary, we have issued an unqualified opinion on Vantiva's consolidated financial system and annual financial statements for the fiscal year ended December 31.
Our report on the annual financial statement includes a comment regarding first-time application of the ANC regulation rule on modernization of financial statement. Our reports also highlight the key points of our audits. These areas that required particular attention during the fiscal year, which are based on adjustments of the management. They relate to the assessment of the liquidity risk and financial indebtedness, and the assessment of the recoverable value of goodwill for the consolidated financial statements and the equity securities for the annual financial statements. For each one of these matters, our reports describe the risk identified, and the audit procedures performed to address them. Finally, regarding the specific reviews required by law, our reports noted that we have no observations regarding the information contained in the management report, the corporate governance report, and the other documents provided to the shareholders.
Regarding our report on regulated agreements, we have been notified of a new agreement for drawing down and creating a security authorized and entered during fiscal year 2025, which is submitted for your approval, and four agreements already approved in prior fiscal years and included in our report. With regards to the work on published sustainability information, the report issued by Deloitte is intended to provide limited assurance regarding the compliance of the three items presented on the screen with applicable rules, including ESRS standards.
Based on the work performed, no material errors, omissions, or inconsistencies were identified by this report. It includes an observation that is not called as complete and into question. In connection with the extraordinary general meeting, we have prepared four reports. The first one regarding the 17th resolution concerning the authorization granted to the Board of Directors to reduce the share capital while canceling repurchased shares.
Second report pursuant to the 18th, 19th, 20th, 21st, 23rd, 24th, and 27th resolutions for the proposal to delegate to your Board of Directors the authority to issue various issuances of shares and/or securities with a waiver of preemptive subscription rights. Report three regarding the Resolution 25 concerning the delegation of authority granted to the Board of Directors to issue common stock and/or various securities of the company reserved for participants in a company savings plan. Fourth report, pursuant to the Resolution 26 regarding the delegation of authority granted to the Board of Directors to issue common stock and/or various securities of the company reserved for categories of beneficiaries as part of employee share ownership transactions outside the group savings plan.
We have no specific comments except for our second report, which calls for comment on our inability to express an opinion regarding the selection of the factors used to calculate the issue price and the elimination of preemptive subscription rights. We will prepare some additional reports if necessary when your Board of Directors exercises these delegation powers. Finally, in accordance with the law, we would like to bring to your attention the irregularity identified during our engagement relating to the failure to restore share liquidity with the statutory timeframe.
Thank you, dear shareholders. Before we give you the floor and open the discussion, I would like Simon to present the written questions.
Thank you, dear Chair. No question in writing was received by the company as referred to in Article R.225-84 of the French Code de commerce.
The audience is now invited to ask questions in either French or English, as we have interpreters to translate in the room. Please use the microphone to ask your questions. Please make sure that you ask your questions as directly and precisely and concisely as possible. That is a maximum of two minutes.
Good afternoon. I would like to know, it is a very short question. I would like to know if there will be a regrouping of shares.
As it stands today or in the coming years. Nothing has been decided about this, and any way would be, if such was the case, it would be submitted to the shareholders. Perhaps I will let our CFO answer this question if necessary. No? Okay, that is all I can say. It is a pity. In view of the share price, it would seem that there will be a regrouping of shares.
Okay, next question.
Good afternoon. Do you know the average rate of indebtedness in 2025?
It's presented in the URD. I think just from the top of my head, I think it reached 11.5%, but you can confirm that with the URD.
Okay. First of all, I would like to thank you for these presentations. I missed the beginning of the meeting. I arrived 30 minutes late. Sorry. What I'd like to know is the potential impact of those sharp prices, memory prices, on what we manufacture. I think from a geographical point of view, we've stabilized our footprint after the merger with the other competitors. Do we have any sourcing issues, problem with the tariffs, or is there any problem related to energy, such as gas or industrial gases?
Thank you. A number of parts to your question, I'll take them each individually. From a memory standpoint, like all of the electronics manufacturing companies, Vantiva has seen accelerating memory prices. We see that in every memory category, which includes different flavors of DDR memory and eMMC flash memory. Our customers have been reasonably cooperative, and the majority of the firms in the space, OEMs like Vantiva, are passing the costs of the memory through to the customers, much like you saw the announcement last week from Apple that they had to raise their prices. It is a problem across the industry. We have a Chief Operating Officer, a procurement team that is world-class. They work the memory issues every single day, and we talk to our customers every day about memory.
Around sourcing, we have seen because of the AI build-out, we have seen other categories in sourcing continue to become constrained or accelerate. Things like ceramic capacitors, PCB material, any of the components have from time to time become scarce or gone up. We are continuing to monitor the cost of the devices and trying to pass that through to customers. You asked about tariffs also. Tariffs have mainly impacted our business in a limited way in the U.S. And in the U.S. so far, only our video CPE products have been impacted by tariffs.
Fortunately or unfortunately, depending on how you look at it, we do not have many shipments of video CPE devices into the U.S., so we really have paid very few tariffs, and some of those tariffs may become refundable pending the outcome of the administration's issues in the U.S. with respect to tariffs. The broadband devices do not incur tariffs. You asked about the cost of petroleum. We have seen the cost of petroleum go up and down a few times over the last 12 months. We track the cost of transportation of our goods and mainly the cost of transportation to Europe or to the U.S. All of that has been accounted for. We are watching transportation costs very closely with respect to that impact of petroleum.
There are some indirect impacts of the conflict in the Middle East related to the price of helium and some other goods that are related to petroleum. We have seen a little bit of flow-through of that, but very minor so far. Thank you. Very good question.
Okay. Any other question? Any other questions?
Yes. Good afternoon. I have a question about the financial figures of 2025 in particular. For the cash flow of the company, EUR 13 million cash available by the end of 2025, EUR +22 million with the confirmed credit line. These amounts remain pretty low and down from the previous years, if I am not mistaken. My question is, what are your objectives or any actions you have envisaged to improve the cash flow of the company and to ensure the operations in the longer term for the group?
Thank you for this question, and you are totally right. To have 13 million cash on hand and 22 million available on our liquidity facility is low. This gives us some challenges, but these are things the management know how to deal with. We are dealing with this on a daily basis, trying to make sure that we have enough cash to run this business. Going forward, we are, of course, looking at several things to improve the situation. One of the things we can see is that the new debt we have negotiated comes at lower interest than the previous debt, which is good news, which will make it easier to handle in the future. We are also looking at what we can do with customers and suppliers in order to make sure that we have enough cash to run this business.
Management is on top of it. They're working it on a daily basis, and we are expecting this to be fine in 2026 and 2027.
Thank you very much. Any other question? Any other questions?
My second question is about. But before, I would like to say that it would have been nice to have a comprehensive handout document before the meeting. My question on the finance now. What is it possible to do to lower the interest rate that the lenders, the banks apply? Because you said that we were standing at 11.5% is huge. How can we bring this number down to, say, 8% or 9%?
Why we are paying so much interest, and that is because the debt we took out in 2022 was built in a way where we were supposed to sell the assets we had in Technicolor Creative Studios, and repay this debt quickly. It was structured, so it got more and more expensive during the years to motivate us to sell the shares and repay this as quick as possible. As we sadly know, we know what happened to the assets of Technicolor Creative Studios, and we were not able to settle the debt as fast as we had hoped, meaning that we were getting a more expensive debt as we went along.
So in order to make sure that when the debt became due this year, in June this year, we have spent a considerable amount of time in the market running a different couple of projects to make sure that when we came to the time of refinancing, we got the best possible debt. We run one exercise where we were going externally with an external bank, contacting a multiple of financial institutions, seeing what they could provide. And we run an audit track, which was trying to amend and extend to the current lenders. And we run the exercise together, and when we came to the conclusion, we saw that the best thing to do was to amend and extend with the current lenders. We have much better rates than what we had in 2025.
We are saving roughly 300 basis points going forward, which takes us down to the area you are mentioning of roughly 8%.
Okay. Thank you. Any other question? No. Okay. I cannot see any other hands being raised, so I note that no other shareholder wishes to ask any other question. Therefore, the discussion is now closed. We can now proceed with the vote of the resolutions, and therefore, I will give the floor to Simon.
Thank you, dear Chair. Today's general meeting is called upon to vote on 27 resolutions put to you by the Board of Directors. Before we proceed with the vote, we will first check the final quorum. The shareholders present here hold 336,000 shares, representing 73.18% of the company's share capital to proceed with the vote on resolutions. We propose to use the individual electronic voting device and system that have been handed over to you. You have here a slide to tell you how to use these devices.
Since all the shareholders were able to review the draft resolutions and the documents enabling them to cast an an informed vote, I propose not to read the resolutions in full. Any objections to this? Resolution one, on the approval of accounts. Vote is open. We have an issue with the voting device. Okay, voting is over. Resolution adopted. Carried. Resolution two, consolidated accounts as of 31 of December 2025. Voting is open. Vote is now closed. Resolution is carried with a majority of votes. Resolution three, the results closed on the statements on 31st of December 2025. Vote is open. Over. Adopted. Resolution four, special report of the auditors on regulated agreements. Vote is open.
Voting is closed. The resolution is adopted. Fifth resolution, ratifying the director term for Mr. Dylan Hallerberg. Open for voting now. Now it is closed. It is adopted with a majority. Sixth resolution, renewing the term of Ms. Katleen Vandeweyer. Voting is open. Voting is closed, and the resolution is adopted by a majority. Seventh resolution, renewing the term as director of Ms. Laurence Lafont. You can now vote. Voting is closed. The resolution is adopted. Renewing the term as director of Ms. Karine Brunet. You can now vote. Voting is closed, and it is adopted. Ninth resolution, renewing the term of Mr. Tony Werner. Voting is open. Voting is closed. The resolution is adopted. Eleventh resolution. Renewing the Sorry, I have gone to the wrong resolution. You can vote now on renewing the term of office of Angelo Gordon. This is the 10th resolution. This is now closed.
The resolution is adopted by majority. 11th, approving the compensation of Mr. Tim O'Loughlin for 2025. You can now vote. The voting is closed. The resolution is adopted. 12th resolution. Vote on the information relating to compensation paid during 2025 or awarded in respect of that financial year to all corporate officers. You can now vote. Voting is now closed, and the resolution is adopted. Number 13, approval of the compensation policy applicable to the Chair of the Board of Directors for 2026. You can now vote. Voting is closed, and the resolution is adopted. Number 14, approving the compensation policy for the CEO for 2026. You can now vote. Voting is now closed. The resolution is adopted. Number 15, approving the compensation policy for directors for 2026. You can now vote. Voting is closed, and the resolution is adopted.
Number 16, authorization granted to the Board of Directors for a period of 18 months to implement a share buyback program. You now can vote. Voting is closed, and the resolution is adopted. Number 17. This is the extraordinary part now. Authorization granted to the Board for a period of 18 months to reduce the share capital by canceling shares repurchased under the share buyback program. You can now vote. Voting is closed, and the resolution is adopted. Number 18, delegation of authority granted for 26 months to the Board to issue shares and/or securities, giving access either immediately or in the future to the company's share capital whilst maintaining the preemptive subscription rights. You can now vote. Voting is closed. The resolution is adopted.
Number 19, delegation of authority granted for 26 months to the Board to issue without preferential subscription rights and by way of a public offer, with the exception of those referred to in Article L. 411-2 (1) of the Monetary and Financial Code, shares and/or securities, conferring immediately or in the future rights to the company share capital. You now can vote. Voting is closed. The resolution is adopted. 20th resolution. Delegation of powers to the board to issue without preemptive subscription rights, shares and/or securities conferring immediately or in the future rights to the company share capital as part of an offer referred to in Article L. 411-2-1 of the Monetary Financial Code. You can now vote. The vote is moved. Voting is closed. The resolution and the resolution is adopted.
Number 21, delegation of powers to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without preemptive subscription rights. You can now vote. The vote is moved. Voting is closed. The resolution is adopted. Number 22, delegation of powers to the board to carry out an increase in share capital by capitalizing share premiums, reserves, or profits. You can now vote. Voting is now closed. The resolution is adopted. Resolution 23, delegation of authority granted to the Board of Directors for a period of 26 months to issue without preemptive subscription rights, shares and/or securities conferring immediately or in the future rights to the company share capital for the purpose of compensating contributions in kind made to the company. You can now vote. The vote is moved. Voting is closed.
The resolution is adopted. Number 24, delegation of authority to be granted to the board to issue ordinary shares and/or equity securities, giving access to other equity securities or entitling the holders any allocation of debt securities and/or transferable securities, giving access to equity securities to be issued with the preemptive subscription. The right being waived in favor of more than one person to be appointed by the board. You can now vote. The vote is moved. Voting is closed. The resolution is adopted. Number 25, delegation of authority for a period of 26 months to the Board of Directors to carry out a share capital increase without shareholders' preemptive subscription rights reserved for members of a group savings scheme. You can now vote. The vote is moved. Voting is closed. The resolution is adopted.
Number 26, delegation of authority granted for 18 months to the board to carry out an increase in share capital without preemptive subscription rights for shareholders reserved for specific categories of beneficiaries. Shareholding schemes for the benefit of employees outside the group savings scheme. You can now vote. The vote is moved. It is now closed. The resolution is unanimously or majority approved. Overall limits on the amount of issues carried out under delegations of authority. You can now vote. The vote is moved. Voting is now closed. The resolution is adopted. The last resolution now, powers of attorney for formalities. Voting is now open. The vote is moved. Voting is closed. The resolution is adopted.
Thank you, Simon. We have now completed our agenda and nobody else has asked to speak, so the meeting is adjourned.
For those of you who would like some, there is some refreshment in the hallway. Thank you very much for your participation, and we wish you a wonderful summer. Thank you very much, everybody.