Worldline SA (EPA:WLN)
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May 14, 2026, 5:35 PM CET
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AGM 2025

Jun 5, 2025

Wilfried Verstraete
Chairman of the Board, Worldline SA

Ladies and gentlemen, dear shareholders, I am very happy to welcome you for the first time in my capacity as the President of this annual General Shareholder Meeting of Worldline 2025. Just as last year, and so as to preserve the best practices, this General Assembly will be transmitted live on the Internet in French and English. After the presentations of the Management and Strategy Auditors, we'll have a Q&A session, and for those who are following this meeting remotely, you will have the opportunity to put questions on the Internet via the online broadcasting interface. In my capacity as the President of the Board, I will chair this combined General Shareholder Meeting. We will have Mr. Pierre-Antoine Vacheron, our new CEO, and Charles-Henri de Taffin, Secretary General and Secretary of the Board. I'd like to also thank the Directors and the main managers of the Group who are also present.

I would like to therefore declare this General Assembly Meeting open. First, to implement the applicable regulatory provisions, we're going to set up the committee of this meeting that I will chair. I will ask the two shareholders who have the greatest number of votes and who have accepted this function to fulfill the functions of scrutineers. It is Sixth Group AG, represented by Madame Julia Fitzpatrick, and BPI France, represented by Mr. Thierry Somlet. They are here besides me. I'd like to thank them for their presence. The committee is set up, and therefore I'd like to ask Charles-Henri de Taffin, Secretary General and Secretary of the Board, to ensure the secretariat of this shareholder meeting. I observe the presence of Madame Françoise Auguste, appointed by the Social and Economic Committee to attend this shareholder meeting, Mr. Jocelyn Verneux from Deloitte and Associates, and Mr. Vincent Frambeau from Grant Thornton, Statutory Auditors, who have been convened, and I'd like to thank them for their presence.

I'd like to inform you that some people who do not have the capacity of shareholders, one journalist, analyst, and a clerk, are also present in this room. I'd like to give the floor to Charles-Henri de Taffin, Secretary of the Meeting, who's going to talk about the documentation, the agenda, and the quorum. Thank you, Mr. President. Ladies and gentlemen, dear shareholders, I'd like to remind you that this is the shareholder meeting which has been convened by the Board. The agenda and the text of the resolutions have been published in the convening report that appeared in the Bulletin des Annonces Légales Obligatoires on the 30th of April 2025. This convening, correcting the invitation, the brochure was published on the 14th of May 2025.

I would like to recall that all the documents required by the Code of Commerce are at your disposal, as well as those of the Social and Economic Committee. This meeting is meeting and requires a minimum quorum of 20% of the shares with the right to vote, and for the extraordinary part, a minimum quorum, one-fourth of the shares. The quorum is at 76.94% for the ordinary meeting, and for the extraordinary meeting, the quorum required for the ordinary and extraordinary parts of the meeting have been reached. Now, as for the agenda of this meeting, 32 resolutions will be submitted to your approval this year.

First of all, for the ordinary meeting, we will submit the approval of the annual and consolidated accounts for 2024 and the attribution of the results, the report on the registered party agreements, the renewal of the terms of office of two directors, and the ratification of the cooptation of one director, the compensation elements 2024 for our corporate officers, the compensation policies for 2025 for our corporate officers, and the renewal of the share purchase program. We have, for the extraordinary part, the financial delegations, as well as the statutory modifications concerning the convening conditions and the vote of the Board, as well as the age limit for the President. For the ordinary part, the company has not received any registration of all the draft resolutions on our agenda, whether it's from our shareholders or the Economic or Social Committee.

I'm going to give the floor back to our President. Ladies and gentlemen, I'm going to present the program of this meeting and the speakers who will be speaking during our shareholder meeting. We have Grégory Lambertie, who is the Financial Officer, who will present the situation of 2024 and the financial performance of 2024 and the performance in the First Quarter of 2025. Pierre-Antoine Vacheron will share with you his first observations and his roadmap. Mrs. Agnès Park, Independent Director and Chair of the CSR Committee, will present the CSR Roadmap. I will present, as far as I'm concerned, the report on the governance, as well as the report on the compensations. Mr. Vincent Frambeau from Grant Thornton will speak on behalf of the College of Statutory Auditors.

He'll talk about the 2024 accounts and the financial resolutions. Mr. Jocelyn Verneux from Deloitte and Associates will present the report on the sustainability reporting. I will then open the Q&A session. The shareholders will then be allowed to put questions during this session, and we will answer the questions that have been transmitted to us via the transmission interface live during this meeting. We will end our meeting with the votes on the resolutions that have been proposed to you, and we will announce the results. Ladies and gentlemen, dear shareholders, I suggest we look at a video on the Group.

Speaker 19

[Foregn language]

Wilfried Verstraete
Chairman of the Board, Worldline SA

I'm going to give the floor now to Mr. Grégory Lambertie, who is the CFO, and he's going to present the state of affairs for 2024 and the financial performance in 2024 and the First Quarter of 2025.

Grégory Lambertie
CFO, Worldline SA

Thank you, Wilfried. Ladies and gentlemen, dear shareholders, good afternoon. My name is Grégory Lambertie, Financial Manager of Worldline. I'm going to talk to you about the highlights of 2024 and the associated financial performance before giving the floor to Pierre-Antoine Vacheron, who is the CEO since the 1st of March 2025. First, the main financial elements for 2024. The situation was less favorable in the second half of the year, and our revenue was EUR 4.6 billion in 2024. That is an organic growth of 0.5%, made up of 2.1% growth in the first half and a slight slowdown in the second half by 1%.

The adjusted EBITDA for 2024 was EUR 1.07 billion. That is 26.7% recorded in the second half. Excluding the costs linked to our Visa and Mastercard, our margin is at 27%. We have focused on costs and cost generation with a cash flow of EUR 201 million and recurring expenses of EUR 139 million related to our Power 24 plan. This is a conversion rate for the EBITDA of roughly 19% or 32%, not including the expenses related to Power 24. The normalized net income of the Group reached EUR 434 million. That is 9.4% of the revenue, whereas the reported net income of the Group represented a loss of EUR 297 million, mainly due to the exception provision related to Power 24 and because of the review of the fair value of the shares, the preference shares of Ingenico.

The diluted normalized earnings per share reached EUR 1.53 per share. In 2024, there was a slowdown and a loss, but we pursued the development of many partnerships. We set up a solid basis for future growth. I would like to particularly mention the strengthening of our partnership with CCB, our accreditation in Italy, and I'd like to add that we have added 85,000 new merchants. The expansion of our commercial presence through the supply of independent software like ISV, Tabesto, or Wix. We have also signed a partnership in Italy with RCH for integrated payments at the point of sale, and there is a joint venture with Credit Agricole, which is progressing with the first offer meant for SMEs, which is on sale, and it will be followed in the second half of the year for projects for large companies.

Among the other future acceleration factors, you have integrated payments, 30,000 integrated merchants to the OPP platform so that we can better target the ISVs and the markets in the whole of Europe, as well as the expansion of our tap and mobile solutions, and the transaction volumes represent some EUR 30 million per month and are posting a rapid growth. As for our other divisions in financial services, in spite of the internationalization of our major client absorbed by a competitive bank, we have signed some major new contracts, especially in the field of immediate payments. These new signatures generated some EUR 200 million of future business. That is a growth of 50% compared to the previous year. This comforts our ambition to renew our growth in the near future.

Finally, in the mobility and e-transactional services, the growth was pursued in 2024 because of our dedicated solutions for health online, and we are continuing developing and innovating, for example, with the new electronic e-ticketing service that should keep gaining ground, and thanks to our artificial intelligence integrated solutions. As I was saying earlier on, the available free cash flow and the mustering of costs were our main concerns. Power 24 is in line with our financial objectives. This will allow us to carry out cash savings of EUR 20 million annually with full efficiency, operational efficiency that will be expected at the end of the year. These savings are visible at several levels. At the level of our P&L, we have recorded a gain of EUR 117 million based on our costs in 2024, and we expect to save EUR 50 million more in 2025.

As for our investments, we have contained our expenses in 2024. That accounts for 6.1% of our revenue versus 7.2% in 2023. Our streamlining and integration costs have also dropped by EUR 50 million, and all this has allowed us to have a free cash flow of more than EUR 200 million in 2024, and we will pursue paying particular attention to controlling our costs. Now, if we look at the financial performance per division in 2024, the merchant services generated an organic growth of 1.9% with a slowdown in the economy in general in the second half compared to the first half, and because of specific problems in Australia and e-commerce and the selling back of terminals, the EBITDA reached EUR 815 million. The revenue of financial services dropped by 5.1%, impacted by the reinternalization process, and the EBITDA reached EUR 242 million in the segment.

At METS, the growth in sales reached 2.1%, and the EBITDA stands at EUR 68 million. Central costs have dropped by EUR 6 million compared to last year. Now, if we look at the P&L, as for the operational elements of the P&L, our EBITDA has reached EUR 750 million. The greatest impact on the EBITDA is an expense of EUR 203 million related to our Power 24 plan, and this is a non-cash provision related to our restructuring staff restructuring costs. The integration and streamlining costs have gone down by EUR 59 million. The net financial expenses have reached EUR 846 million, mainly impacted by the variation in the fair value of EUR 349 million for the preferential shares of TSS, and the tax expense stood at EUR 11 million.

The Group's net income stands at EUR 297 million, and the normalized net income Group share at EUR 434 million. Now, this is the available cash flow. We have generated EUR 201 million of free cash flow. That is 9% of our adjusted EBITDA. As for the main elements, the variation in the working capital requirements represented an expense of EUR 72 million. The taxes paid increased in 2023 because of a different sequencing of our payments. Our investment topics dropped by EUR 50 million to EUR 282 million, and our integration and streamlining costs dropped by roughly EUR 50 million, not including the temporary impacts of the plan of the Power 24. The cash flow available before Power 24 in 2024 stood at EUR 240 million and stood at EUR 201 million. That is the figure at the bottom of the table, with a conversion at 19%.

Finally, in terms of our net debt, at the end of 2024, our net debt stood at EUR 2 billion, including the IFRS 16 contract. That is 1.9 times the adjusted EBITDA. In terms of the management of the debt and cash, we've signed a revolving credit facility, EUR 1.125 billion, by July 2029, by replacing the previous facility, which was combined at EUR 1.05 billion, and the maturity was in December 2025. We have a new bond of EUR 500 million. The deadline is November 2029. This bond is rated BBB according to Standard and Poor, and we have bought back and canceled part of the OCM for July 2025 and July 2026 for a total amount of EUR 250 million, and this was done in November 2024.

The Group is still managing the maturity profile of its debt while maintaining a high level of liquidity, and we have completed bond operation two days ago for EUR 450 million, still rated BBB minus by Standard and Poor with a coupon of 5.5%. We have bought back part of the OCMs in circulation that will be matured by July 26 for a total amount of EUR 332 million. To end this part and before giving the floor to Pierre-Antoine Vacheron, let's have a look at the performance in the First Quarter of 2025. Worldline, in the First Quarter, the revenue was in compliance with its initial expectations, with a drop in our services to merchants of 1%. That is a drop of 3.5% in terms of our net base. Our revenue has progressed by 3.5% in our merchant services division.

The gap between the NNR and the revenue is mainly due to the mix between our merchants and products. The revenue in our financial services has dropped by 8.9% because of the reinternalization of the merchant I mentioned, and the revenue of the METS has increased by 2%. Thank you. I'd like to give the floor now to Mr. Pierre-Antoine Vacheron, our CEO.

Pierre-Antoine Vacheron
CEO, Worldline SA

[Foreign language] Thank you very much. Good afternoon, ladies and gentlemen, dear shareholders. I'm very happy to have an opportunity to speak to you for the first time here this afternoon, three months after I was appointed by your board. I would like to give you my analysis of the status of the Group and also give an initial report to you on the many initiatives that we have been taking since I arrived in the Group to put our company back on the rails towards value-creating growth, especially for the shareholders. My experience in this kind of situation goes back many years, more than 15 years actually in payments, nine years within Ingenico and six years within the BPCE Group helped me to work fairly speedily in getting into contact with the reality of this company and getting to know it from the inside, in other words, without, of course, laying claim to knowing all about it just yet.

As of the 23rd of April, I presented on the occasion of the reporting of the revenue figure for the First Quarter initial thrust for action for this Group to go forward. The first challenge in the short term was and still is to get our organization up and running in marching order. The company has been embrittled by difficulties that it encountered in the last few years, the accumulation of integration projects into the merchant services business, the loss of certain strategic key clients on the financial service side, difficulties with regulators, the implications of the Power 24 plan too. That got off to a good start with good intentions, but that was reflected by losses in skills, a skills drain that posed problems in certain places.

The second challenge for the upcoming months for me is to streamline all of the issues going on, rationalizing the business portfolio, resolving also product challenges in the short term to bring us back to a competitive stance with a particular challenge that we have regarding payment terminals that we shared with the investors in April regarding, therefore, the payment terminals and the value proposition to small merchants. We also need to clarify the priorities for our team so as to facilitate the convergence of platforms. Finally, also bolster the resilience of our operations, be it the stability of the technical and technological platforms or incident management, also compliance with regulations and our obligations to fight against money laundering and, of course, work to counter terrorism financing and also take care of operational and counterparty risks.

The third major challenge I see for the pathway before the company now is to identify future growth opportunities, define also a strategy for capital allocation that will be efficient with the objective of presenting our guidelines at a capital markets day at the end of autumn this year. The overarching objective, as you've understood, is to generate value for all of our stakeholders, satisfy our customers better, to generate better margins, of course, have better asset rollover, and strengthen our cash generation processes. This initial period of 100 days for me was really an in-depth period when I had to go into the different entities of the company thoroughly so as to form a diagnosis, a baseline assessment, and create the dynamic we need, and also the disruptive actions, as we call them, that will be required by the situation at hand.

I spent a lot of time in listening to and encouraging our teams in our main European geographies, combining also working sessions and meetings with all of the employees in town hall kind of sessions. The same holds true for our major partners, the merchants, the banks, the technological partners. We, of course, have our investor base to take care of, too, our strategic shareholders as well and the institutional investors. All told, two-thirds of our shareholdership was met with during the last three months. We want to gain traction, and a new dynamic must be given to move forward on concrete subjects. Firstly, the new e-commerce offering that's called CAWL, developed by Worldline, is being distributed since last month by the Credit Agricole Network.

Yesterday, I was talking on this with more than 150 merchants that have already availed of this offering by call. Yesterday, we also announced the signature of agreements with EPI and the availability of the Wero proposition for our merchants as of this summertime, starting off with Germany. We also started to deliver new generation terminals that we were missing in Q1 in Belgium and in Germany in the last few weeks. Our activity is a service business and financial services, too, of course, and it's, of course, underpinned by technology. That's the reason why a large share of my time consisted of conducting an initial review of our infrastructures, the platforms, incident management. There's still too many incidents and the quality of customer support.

Of course, the arrival of our new lady CTO on the 1st of July will enable us to speed up in this area, but already I have bolstered the teams when it comes to IT operations management. We could not wait for that to be done. Now, these arrivals of new managers are part of a more general move, more targeted, really. We want to renew a certain number of executive positions. The initial ones were announced on the 23rd of April with a new person to oversee the services for small merchants and a new person in charge of risk, a new Chief Risk Officer, a really experienced person. The objective is to supplement our managerial teams by the end of Q3 and also have an impactful team, a strike force, so to speak, so as to go and pursue the transformation we need to pursue.

These reinforcements that are really targeted are part, some of them anyway, of a whole development process in our organization, which is merchant services in particular, that we presented to our teams this week, aiming at bringing together the product strategies, the platforms, and the markets on our different segments and make sure that decision-making takes place at the right part of the organization. Of course, the organization is not everything. The rebirth of Worldline and its transformation will require us to make deep-seated cultural changes, especially in the management teams, with less bureaucracy, more decision-making, and responsibility empowerment at the right level. We have got to be out in quest of excellence, especially in customer management. The last area I would like to refer to now at group level is the optimization of and the management of our financial resources.

Given the uncertainty we had regarding performance for this year, we rolled out an additional savings plan of EUR 50 million on OPEX and on CAPEX. This plan was designed collectively with all of the management team. It is moving forward in compliance with our expectations, in accordance with what we expected, with, of course, a greater impact that will be felt in the second half of the year than the first. We also fast-tracked our refocusing projects for our business portfolio, and we will comment on that when the time comes. Finally, as Grégory Lambertie was saying, we also opted for active financial management of our balance sheet with the extension of our RCF, the issuance of a EUR 550 million bond at conditions that were fairly similar to 2024, and the buyback of 40% of our convertible bonds with the maturity date being 2026.

The window of opportunity was right, and in the current geopolitical context, we had to act opportunistically, and that's what we did. Now, when we look at the diagnosis, as I was explaining I did in April, we see that Worldline is indeed a fine company. That's what comes out of that process. It's a great brand, and the proof of it is the ease with which we attract payments. I mean, when we need to find financing on the market, we find it. This is a growth industry. It's going faster than the GNP, even though it's slower than what it was in the past. We want to position ourselves on the high-growth areas within this industry and the bigger margin-generating areas, of course, too.

We're covering the whole value chain, but we've got to improve and make more visible our ability to innovate, especially by speeding up what we do regarding cloud computing and generative AI, Gen AI, and especially putting the customer experience, the customer journey in the forefront of our decisions. We have critical mass, critical size. We manage EUR 30 billion worth of transactions per year. We manage a huge number of cards and card transactions. We have many, many merchant clients. Nobody can say that we haven't got critical mass, but we have a major challenge about totally converging our platforms and rationalizing our cost base. Also, we have a big, I mean, talent pool, lots of competencies and unique experience in offshoring in the payments industry.

What we've got to do is bolster the resilience of our teams and our processes now and just be more demanding day to day. As you've understood, you'll see it on the next slide. We have a springboard. Yes, we have a sound springboard. It's important, but we've got to do a lot of things to get the company back, not on the springboard, but on the rails. I won't go back to the performance in Q1. It probably reflected the difficulties of the company currently. We were impacted and still are impacted in this quarter, as we expected, by the end of partnerships in the financial services part of the business and also by the discontinuation of businesses in merchant services that were not in line with what Worldline wants to be, reputationally speaking and in terms of compliance.

We are currently rolling out a five-year strategy, a multi-year strategy to fight against financial crime so as to bolster supervision and implement in a harmonized way throughout all of our entities the regulatory requirements that are growing and growing these days. There are many projects underway so as to improve the maturity and the efficiency of our arrangements, and we're continuing to bolster our risk appraisal policy connected with merchants. In this context, we cooperate fully with the regulators, of course, who supervise us and with whom we're in touch regularly on all of that. The arrival of Tim Minol that we announced in April will help us a lot. You can rely on my support as a banker in the past to make sure that these compliance issues will be addressed in a very demanding way.

Also, we're exerting maximum pressure so as to deploy new generation terminals in compliance with required standards. This is an exercise that has to be done market by market, though, because payments are really compartmentalized still in Europe, and that will take time necessarily. Finally, the trend in the margin in Q1 was not great given the customer mix we had: more air traffic, fewer small merchants, and so on. What we want to do is turn around that trend in the customer mix, especially in the SMB world, but it will take time. That is why we initiated the savings plan of EUR 50 million worth that I mentioned a while ago. As you know, we will be announcing our outlook at the end of July and giving guidance there when we report our first half earnings.

That, Mr. Chairman and dear shareholders, sums up what's been going on in the company. There are three main convictions I would like to share with you. Our addressable market is mainly European, and it's a growth market. We have critical size there, and we have a unique positioning here in Europe. I'm not the one who says it. It's our customers who say it, our major banking partners, big companies, big corporates who are expecting us to be the European player of choice in payments. My last conviction is that 2025 is a year when we'll get ourselves back on the rails in this company. A lot is underway. A lot remains to be done.

There are hard yards to go, but I have no doubt about our ability to get back to a value-creating growth pathway in the future and, of course, growing value, especially for you as shareholders. I'd like to thank you for your attention and give the floor to Agnès Park, who will sum up on the CSR roadmap next.

Agnès Park
Board Member, Worldline SA

[Foreign language] . Ladies and gentlemen, dear shareholders, in 2020, your company rolled out a program called Trust 2025, which embodies all of the ambitions we have in the company in terms of the CSRD requirements, and it's totally aligned to the new materiality matrix that is now required. In 2024, there are several indicators that are already ahead of our objectives for 2025: -45% of CO2 emissions as opposed to 25% initially slated, 95.3% of the expenses related to strategic supplies evaluated by EcoVadis, and the target for 2025 was only 90%. That bolsters our attractiveness. This year, the satisfaction of employees also remained high with a rate of 64%, and the good results that we achieved with the non-financial rating agencies also show that what we've been doing has borne fruit. During 2024, Worldline reinforced its decarbonization plan of our payment activities, of course.

This action plan confirms the alignment of the company with the Paris Agreements as validated by SBTi for the timeline of 2030 and enables us to continue proposing to Worldline clients decarbonized solutions, including the fact that demand has increased a lot since the start of the year because of the advent of CSRD. Now, the Worldline decarbonization plan aims at reducing the energy consumption of buildings and rolling out more generally decarbonized energy sources such as renewable energy sources, reducing the environmental impact of our IT production, to analyzing in detail the CO2 emissions generated by our solutions so as to propose to our clients decarbonization actions and engage with our suppliers on the need to decarbonize goods and services that are sold to the company.

This action plan should enable us to reduce our carbon bill, so to speak, as it may be called, but also propose solutions where emissions will be reduced and actively contribute to reducing carbon, to contribute, sorry, to carbon neutrality. During the 2024 financial year, Worldline pursued these efforts that we've been making in favor of equality at the workplace between men and women, of course. Our action plan gravitated around four major strands. Obviously, it's not something that will happen by itself. Transformation and equity to start off with, developing female leadership via programs like RiseHer, specific to your company, and bolster an inclusive culture, a culture of inclusion at all levels of the company, and also guarantee processes that would be transparent and equitable in terms of HR. These efforts bore fruit.

The proportion of women in the group went from 35% to 36%, with more than 45% of women recruited in 2024 as opposed to 38% in the previous year, 2023. Female participation in the talent program is also progressing very nicely, 36% in 2024 versus 32% in 2023. The representation of women in the top management echelons has gained two percentage points. I'd like to salute these achievements in spite of the transformational context. You know, the HR people are very good professionals, but it's a complicated matter to get all this done at the same time in parallel, and they've put in a very good job of work. I would also like to extend thanks to Mr. Sébastien Mandrand, the CSR manager therefore of Worldline, for the efforts he's been putting in too. Thank you for all your help and support. I'll give the floor now back to you, Mr. Chairman.

Wilfried Verstraete
Chairman of the Board, Worldline SA

[Foreign language] I'd like to thank all the speakers, Grégory Lambertie, Pierre-Antoine Vacheron, and Agnès Park. Thank you very much. Now, it is time for me to present the report on the corporate governance to give you a clear vision of our governance, its recent evolutions, and its activities. To begin, I'd like to remind you that all the details, and particularly the details on governance, our activities and ambitions figure in the URD 2024. The convening brochure and the addendum are at your disposal, and I suggest you refer to them. On the slide, you can see the current composition of the board since the beginning, since the departure of Mr. Gilles Grabinet in September 2024.

We have 13 directors, seven independent directors, directors who are our shareholders and strategic partners, as well as two employee shareholders. Before the current meeting, your board included 64% of independent directors, 46% women, and 64% of non-French directors. A representative of the social and economic committee is also invited to the board, but he does not have a voting right. As you know, since 2021, we have initiated a great amount of work to redimension our board because the size had increased after the acquisition of Ingenico in 2020. The plan to gradually reduce the size of the board was finalized during the last general meeting as announced. This resizing of the board was accompanied by a deep renewal of its composition so as to enrich it with new talents, to diversify the profiles, and to strengthen the complementarity between the directors.

In 2024, six directors therefore left the board, and three new directors were appointed. The work was carried out by my predecessor with the nominations and appointments committee and my participation by implementing the following principles: equal treatment between all the directors, a balanced representation of the main shareholders and strategic partners, compliance with the legal requirements and the recommendations of the AFEP-MEDEF Code, maintenance of a high level of independence, complementarity and adequation of profiles and skills, and respect of our diversity and non-discrimination policy. You see on the screen the talent matrix of our board.

The resizing and the reshuffling of the board have allowed us to strengthen the collegiality as well as the diversity and complementarity of all the skills and expertise, particularly in the field of technology, management, governance, finance, and transformation, as well as human resources, particularly in the sectors of banking, IT, and technologies. To maintain a high level of independence, to strengthen the multiplicity of gender and nationalities, and guarantee an efficient and robust governance adapted to our group's issues at stake. We've put at your disposal a detailed matrix of the individual competencies of our directors in our 2024 URD and our convening brochure. The presidence of the board was entrusted to me after last year's shareholder meeting, and I can testify that it is operating efficiently. It is of great quality. There's a great complementarity between all the profiles, and this is exactly what the group requires.

Now, let's go on to the activity of the board and its committees in 2024. The activity was particularly intense and dense. The board, in close collaboration with the governance teams and the general management, mobilized itself strongly and was greatly involved at a time when the group was in full transformation. Nineteen meetings of the board were held with an attendance rate of 97%, forty-seven meetings of the committees with an attendance rate of 97%. Four sessions were held with the directors without the presence of the leaders and the executive corporate officers. We had a strategic seminar so that we could exchange with the key managers in the group on the group strategy, the market trends, and a great variety of key topics. We also organized topical sessions.

We organized trainings throughout the year to strengthen the interactions between the directors and the major group managers, and this on a large number of topics such as artificial intelligence, cybersecurity, technology, risk, security, safety, compliance, and CSR. During this turning point for the group, we really needed the strong involvement of the board in many areas. As you can see on the screen, the main work carried out by the board in 2024 was particularly carried out on the strategy, particularly the positioning of the group, the market trends, the competitive landscape, and the partnership with Crédit Agricole, the main investments, and reviewing the portfolio, which could give way to potential targeted disposals in this perspective of a refocusing.

We reviewed the activities, the outlooks, the budget, the objectives, as well as the financial and non-financial performance of the group, the finalization of the Power 24 program, the financial strategy, the governance of the company, as I mentioned a few minutes ago, the new composition of the board and the change of its chair, the selection process of the new general manager, the audit, internal control, risk management, the improvement in resilience, safety, as well as compliance, and all the topics related to our policies and action plans. Human resources and the compensation of our managers, I will talk about this later on, the CSR and climate strategy that has just been presented to you, and the setting up of the sustainability report. 2024 was very rich and intense, and this illustrates the very active role and the commitment of the members of the board.

As you know, after the departure of Mr. Gilles Grabinet at the end of September 2024, the selection process for the new general manager, CEO, was a key step for the group and its governance. The board, upon the recommendation of the appointments committee, decided to appoint Marc-Henri Desportes as joint CEO in his capacity of CEO to ensure this interim period. A rigorous and deep selection process was initiated and carried out by the board in close collaboration with the appointments committee and with the help of an international recruitment firm to ensure the best adequation of the profile of the person with our issues. Together, we have determined in a very precise way the profile of the new CEO, a leader with an international experience, a deep knowledge of the sectors of payment, and great success in the field of transformation animated with an entrepreneurial spirit.

After having analyzed multiple profiles with different experience and different diverse nationalities, we believe that Pierre-Antoine Vacheron was the best candidate for the group because of his rich experience in the field of payments and in the banking sector, his international scope, and his efficient leadership to support the transformation and the growth of our group. He also benefits from the great operational expertise and good performance in terms of management. Pierre-Antoine joined us on the 1st of March as our new CEO. His knowledge of Worldline and of the sector allowed him to take immediately in charge of the most burning and most important topics. He is totally committed to the group. He presented his roadmap and his priorities for the group, and he benefits from the full support of the board.

The board is convinced that under his impetus, Worldline will strengthen his position as a champion in payment technologies and will generate value on a sustainable basis. Here you see the presentation of our mode of governance, which is well balanced thanks to a separation of the functions of the President of the Board and CEO in compliance with our articles of association, and which has strengthened the independence of the board in line with our best governance practices. More than two-thirds of the board are independent directors, and the committees are made up by two-thirds of independent directors. This structure will allow us to preserve an efficient and balanced governance.

Now, to preserve the balance in the composition of our board and strengthen complementarity between the profiles, the board suggests, upon the recommendation of the appointments committee, to approve the renewal of two board members, Mette Kaunzwag and Michael Stollarz, whose terms are coming to an end, to ratify the cooptation of director Jérôme Grivet, and to appoint a new independent director, Rodolfo Savitzky. First, the board proposes, upon the recommendation of the appointments committee, to renew the terms of office of Mette Kaunzwag, independent director, since 2019. Mette is an accomplished director. She has 20 years of experience in the field of payments, IT, and technology. Her international profile in northern markets is an asset to strengthen the international dimension of our group. Her average attendance rate at the board stands at 94%, which reflects her commitment and involvement.

The board also suggests, upon the recommendation of the appointments committee, to renew the terms of office of Michael Stollarz, who joined our board in 2020 when we acquired Ingenico, upon the proposal of the DSV Group, that is a first-class commercial partner in our PayOne joint venture company in Germany. Michael has a high-level expertise in the field of management, governance, risk, and investment, and a great experience in payments, banking, IT, and technologies. He is very much involved in the work of the board with an attendance rate at 100%, ensuring a rigorous supervision of our activities. As CEO of DSV, Michael is a precious asset for our PayOne German joint venture. The board then proposes, upon the recommendation of the appointments committee, to ratify the cooptation of director Jérôme Grivet, upon the proposal of the Crédit Agricole, our strategic partner and first-class shareholder of Worldline.

This after the departure of Olivier Gavalda on the 23rd of April 2025 because of his appointment in his capacity as CEO of Crédit Agricole. Jérôme has occupied and occupies high-level positions at Crédit Agricole, and recently he was appointed joint CEO, and this shows the renewed trust in our strategic partner, as well as his will to be represented by one of his key managers within our board. He will provide the board and the investment committee his experience and his skills in the field of management, governance, finance, audit, risk management, strategy, and investment, as well as his deep knowledge in the field of financial services and banking. I'd like to remind you that since the departure of Gilles Grabinet in September 2024, there was a vacancy at the board.

Our President of the Audit and Risk Committee, Aldo Cardoso, will have worked for 11 years soon within our board. Therefore, upon the recommendation of the Appointments Committee, we have felt that it would be good to present the appointment of an additional independent director, Mr. Rodolfo Savitzky, who would join the Audit and Risk Committee. He's been trained in engineering and finance, and Rodolfo Savitzky has a vast experience in financial management and transformation in international listed and non-listed companies and in many industries, especially in the field of technologies and IT. Rodolfo also developed a great experience in governance in the listed companies as a manager, but also as director and chairman of various audit committees.

He will provide the board and the Audit Committee and Risk Committee his experience and his skills in the field of finance, management, transformation in international environments, improvement of our performance strategy, and governance in several sectors. For further details, I'd like to remind you that their biographies figure in our meeting brochure, and the addendum are at your disposal. Now we're going to view a presentation of Jérôme Grivet and Rodolfo Savitzky, the new directors who will be submitted to your approval, and we will begin with Jérôme Grivet.

Jérôme Grivet
Director on the Board of Directors, Worldline SA

[Foreign language]

Wilfried Verstraete
Chairman of the Board, Worldline SA

We will continue with a presentation of Mr. Rodolfo Savitzky.

Rodolfo Savitzky
Independent Director and Member of the Audit and Risks Committee, Worldline SA

Dear ladies and gentlemen, valued shareholders, I am really honored to be part of Worldline's General Assembly and to be considered for a position at its board of directors. Allow me to introduce myself. My name is Rodolfo Savitzky, and I have been in leadership financial positions for over 20 years. My passion is creating value through investing behind growth and innovation, driving operational excellence, and developing talent. Most recently, I was CFO and member of the executive board of SoftwareOne, a leading software and cloud services provider based in Switzerland. The company is about to close a major strategic transaction in June. An operational excellence program which I led has helped set the foundation for a successful combination, delivering significant synergies and EPS accretion once the transaction is completed.

With this milestone, I will now focus on my non-executive roles and some privately backed ventures. I'm also a member of the board of directors and the chair of the audit committee of EuroAPI, a contract development and manufacturing organization based in France, and of UCB, a pharmaceutical company based in Belgium. Prior to SoftwareOne, I was a CFO and a member of the executive committee of Lonza, also a leading contract development and manufacturing organization based in Switzerland. Prior to that, I worked for Novartis in different leadership financial roles, and I started my career at Procter & Gamble, where I had roles in finance of increasing responsibility across Latin America and Europe. I'm really excited to contribute to Worldline's success as a board member and a member of the audit and risk committee, particularly in areas like finance, transformation, and governance. It is a really exciting opportunity, and you can count on my commitment to put all efforts to make my contributions to Worldline a part of the company's success. Many thanks for your trust.

Wilfried Verstraete
Chairman of the Board, Worldline SA

This slide shows you the makeup of the board following this shareholders meeting, of course, if you adopt the resolutions proposed when it comes to governance of your company. The board would be made up of 14 board members, with two employee representatives, an independence rate of 67%, a percentage of women of 42%, and 67% of non-French nationality directors. This composition of the board would be quite in line with the enforceable legal requirements and in line also with the recommendations of the AFEP MEDEF Code and the best practices in terms of corporate governance.

Thanks to this configuration, we're quite convinced that the board will henceforth have all the necessary skills it needs to support the group in this crossroads period. You can see now on the screen the changes in the composition of our different board committees that would ensue from all of that. Jérôme Grivet would retain his functions within the investment committee, and Mr. Rodolfo Savitzky would join then the audit and risk committee, and these compositions would remain balanced with high independence rates and, in all respects, in line with the recommendations of the AFEP MEDEF Code. Finally, two amendments to the articles of association of your company are going to be proposed to you in the resolutions later on.

The first one concerns the amendment of Article 18 concerning the arrangements for convening the board and deliberating in the board, so to take account of the provisions of the French law that is called the Attractiveness Act. Now, this amendment would enable board members to attend the board by any means of telecommunication. It would also enable us to use a written procedure, written consultation, and it would also make it possible for board members to give their opinion by any written means. The objective is to give your board more flexibility in the arrangements made for decision-making within the board while continuing to grant special importance to in-person attendance of board members at the meetings of the board to make for more joint efficiency. The second amendment concerns the age limit for the chairman of the board.

I'd like to recall that in order to enable the appointment of Mr. Bernard Bourigeaud as Chairman of the Board of Directors within the context of the friendly acquisition of the Ingenico Group in 2020, the articles of association with the company had been amended to increase the age limit of the Chairman. Following the departure of Mr. Bourigeaud and taking account of the changes in governance that have taken place, the Board of Directors, at the recommendation of the Appointments Committee, proposes to you today that we should revert back to the age limit of 70, 70 years of age that was enforceable on the Chairman at the time of the IPO of Worldline in 2014. We should point out, though, that this age limit would be appreciated at the time of the appointment or the re-election of the Chairperson.

Ladies and gentlemen, dear shareholders, I would like to thank you for your attention, and I think we should now move on to the report on compensation, remuneration in the company. Dear shareholders, I'd now like to present the report on compensation. I'd like to recall that you'll find all of the details in our universal registration document for 2024, the URD, and also in the convening brochure that were made available to you. Let's start off with the main components of remuneration for 2024 of the corporate officers, taking account of the changes in governance during the course of the year. As you can see on the screen here, the total compensation of board members in 2024 stood at EUR 878,000. That remains substantially below the total package.

Taking account of the departure of Mr. Georges Pourjet, Chairman of the Board, acting Chairman of the Board, and then the appointment on the 13th of June 2024 of myself, the annual fixed compensation of the Chairman of the Board, that's EUR 300,000, was allocated according to the rule of pro rata tempor, on a proportional basis. In the context of resolutions 8, 9, and 10 put to you here today, we propose that you should approve these components of compensation in line with the compensation policies that you approved last year. If you don't mind, now we'll move on to the 2024 compensation components of the executive corporate officers, which are the focus of resolutions 11 and 12. Now, here you see on the screen the remuneration of the executive corporate officers for 2024. We should note that it's a pure enforcement of the 2024 compensation policies approved last year.

The annual fixed compensation was allocated according to the rule of pro rata temporis, proportionally, taking account of the changes in governance. The annual variable compensation for 2024 is based on a rate of achievement of 8.19%, taking account of the middling performance, fair to middling performance of the group. The financial criteria, therefore, do not give rise to any payment. Only the CSR criteria were partially achieved. Concerning the multi-annual variable compensation, Gilles Grabinet lost his entitlements concerning the performance action plans underway following his departure. Concerning Marc-Henri Desportes, his service agreement, which had been suspended when he was appointed in 2018 as Deputy CEO, was reactivated early March 2025 when his capacity of acting CEO came to an end.

He, therefore, did not lose his rights concerning the multi-annual plans underway. However, his multi-annual variable compensation was reduced pro rata temporis so as to cover the span of his term as an executive corporate officer. Finally, I'd like to recall that it was decided last year to convert their annual variable compensation for 2023, which was reduced to 49.5%, into the form of performance shares on the basis of a stock price set at EUR 22.5 in order to bolster the alignment of their interests with those of the shareholders. These performance shares will, therefore, be delivered only in 2026, subject to the achievement of a single performance condition connected with the stock price of the Worldline stock, which it was said had to achieve EUR 22.5.

You'll find on this slide next the departure conditions, the severance conditions of Gilles Grabinet, a strict application of the compensation policies approved since 2019. I'd like to recall that when Gilles Grabinet was fully devoted to Worldline operations in 2019, it was decided to set up supplemental pension schemes and mechanisms that helped him to offset for him, rather, the loss of entitlements that happened and that he'd acquired during the previous years within the Atos Group. These components of compensation were approved in each general meeting annually of yourselves that took place previously, that is, including 2024, and these were implemented following his departure in a very strict way. This slide shows the breakdown. It's a strict application of each of these mechanisms.

Firstly, the annual income with respect to the supplemental pension schemes and then the implementation of the offsetting, the compensating guarantee set in place in the event of constrained departure, which gives him an entitlement to a complementary annual income in certain conditions. In respect of this guarantee mechanism, a net bonus of EUR 2.6 million was paid into a life insurance contract, Article 82, and we should note that this amount remains in any case lower than the cap of two years compensation that is fixed and variable annually that was recommended by the AFEP MEDEF Code. Now, let's have a look at the multi-annual share-based variable compensation of the executive corporate officers. The multi-annual 2022 variable compensation plan posts a level of achievement of 11.5% for the senior managers and members of the executive committee.

The performance conditions were not adjusted in 2024 in spite of the revision of our guidance. Concerning the 2023 plan, we conducted an adjustment of the performance conditions for 2025 to align the 2025 objectives with the 2025 budget approved by the board of directors, the objective being to loyalize our talents and the competencies of the key contributors to the group. In return for this adjustment, the vesting will be limited at 60%. However, this adjustment will not be of any avail to the senior managers or the members of the executive committee. They will not be able to avail of that. Concerning the 2024 plan, the 2024 objectives were not adjusted following the revision of our guidance in 2024.

Now we will tell you about the compensation components for 2025 of Marc-Henri Desportes, acting CEO, for the period between the 1st of January and the 28th of February 2025. Following the departure of Gilles Grabinet, the board of directors defined the compensation policy for Marc-Henri Desportes, who was the ad interim CEO, in line with the compensation policy approved by the 2024 shareholders meeting in the event of any changes in the governance structure. As you can see here on the screen, the compensation of Marc-Henri Desportes when he was appointed ad interim CEO on the 1st of January 2024. By virtue of this compensation policy, Marc-Henri Desportes would then, for this period, receive compensation pro rata temporis that would be fixed compensation of EUR 95,000 and variable compensation to the tune of EUR 6,452.

Let's now look at the compensation policy for the corporate officers for fiscal 2025. You're called upon to vote upon resolutions concerning the approval of the compensation policy for 2024 of the board members, the Chairman of the Board of Directors, and the CEO. You can see on the screen here now the 2025 compensation policies for the board members and the Chairman of the Board of Directors submitted to you on the poll in the resolutions later on. Concerning firstly the board members, the directors, the total annual package would remain unchanged at EUR 1.2 million.

We propose, however, that we should change the allocation rules to take account of the implication, the involvement, rather, of the board members in this key period for the group so as to bring their compensation closer to the average of the SBF 120 index companies while remaining below that average, but coming closer to it. Along the same lines, concerning the Chairman of the Board, the board, on the recommendation of the compensation committee, proposes also that you should increase his annual fixed compensation and bring it to EUR 375,000 given the commitment that will be necessary at this crossroads period in the group, undergoing a lot of transformation and with a revisited governance structure. This would also enable to bring his compensation level closer to the market practices whilst remaining also below the market average. Let's now move on to the compensation of the executive corporate officers.

You can see here on the screen the structure of the compensation of the new CEO, Mr. Pierre-Antoine Vacheron. You can see on the screen the compensation policy proposed as of the 1st of March 2025 in the context of managerial transition and the policy that would then be enforceable on him as of 2026. These policies comprise fixed annual compensation of EUR 700,000 and an equivalent target variable annual compensation figure of the same amount, therefore. As of 2026, it would comprise multi-annual variable compensation, which will be stock-based to the tune of EUR 1,050,000. The total cash compensation of the CEO is aligned to the lower quartile of the SBF 120 index companies, whilst his annual total compensation, the target level at least, would be positioned slightly above that lower quartile of the SBF 120 index, plus 18%.

This compensation policy takes account of the specific context the group finds itself in right now, in a really important crossroads strategic stance, which requires us to come to terms with a lot of challenges that require a whole transformation. Market uncertainties have to be taken into account, and we have a stock price that is volatile, so we think this is warranted. However, concerning the annual variable compensation for 2025, we would propose that we should modify the weighting of the financial indicators and give the same weight, that is, 30% to each of the performance criteria of a financial nature, that is the generation of cash via the free cash flows, the revenue figure on the margin, the EBITDA, and also the weighting of the CSR criterion would remain unchanged at 10%.

The board could implement a multiplying coefficient that would be comprised between 0.8 and 1.2 on the amounts owing without the annual variable compensation being able to exceed 150% of the annual fixed compensation. This mechanism makes it possible to take account of more qualitative aspects such as leadership skills, engagement of employees, managerial performance, and cooperation with the board of directors, which are indeed very important in this key period for the group. Taking account of the managerial transition in which Pierre-Antoine arrived in, his annual variable compensation will in 2025 be at least 90% of the pro rata-based target annual variable compensation. On this slide then, we detail out the other components of compensation for 2025 of our CEO.

As Pierre-Antoine arrived in the course of the year, it has not been planned to grant him multi-annual compensation, which would be stock-based in 2025, but we suggest at least we would grant him exceptional compensation in order to take account of the loss of entitlements and benefits inherent in his previous functions whilst bolstering the voluntary profit-sharing arrangements connected with the performance of the Worldline stock. We propose, therefore, that we would allocate to him 100,000 bonus shares, free shares, which will not require any performance condition with vesting quarter by quarter over a period of four years on each anniversary date of the grant, subject to continued employment in the company. The first tranche will be subjected to one year's worth of non-transferability conditions.

Now, the CEO will avail also of a supplemental pension plan under Article 82, severance pay in the event of constrained departure, capped at 100% of his gross annual compensation, and unemployment insurance that you can see the main details of on the screen. The 2025 compensation policy that's proposed to you for the CEO is therefore in line with the recommendations of the AFEP MEDEF Code. Let's end it up with the free share plans, the bonus share plans, the purpose of resolution number 28. The package required for the 2025 plan is 1% of the registered capital on the date of the present general meeting. Financial criteria and non-financial criteria are unchanged compared to 2024.

The performance would be appraised over three years, that is, 2025 up to 2027, on the basis of the budget approved each year by the board of directors. Ladies and gentlemen, dear shareholders, I'd like to thank you for your attention, and I'd now like to invite Mr. Vincent Frambourt from Grant Thornton, representing our joint auditors. I'd like to invite him to present the reports on the 2024 accounts and the financial resolutions submitted to you for approval here at the meeting today.

Vincent Frambourt
Partner and Statutory Auditor, Grant Thornton France

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on behalf of Deloitte and Grant Thornton of your company, I'd like to read the reports for 2024. We have issued five reports. Four that will be the subject of resolutions that you will have to approve on the annual accounts, on the consolidated accounts, on the operations, on the capital, and related party agreements. There is a report that will be submitted on the sustainability.

As for the reports on the accounts, our report on the consolidated accounts is presented on pages 2013 to 2016 of the URD, and the one on the annual accounts on pages 77 to 280. Our work was meant to obtain reasonable assurance that the consolidated and annual accounts did not have any misstatements. Our audit plan and the detailed conclusions of our work were presented to the audit committee and to the board of your group. Our two firms intervened in France and internationally that are significant for your group. Our approach and our diligence was adapted to the different activities of your group, so as to take into account the specificities in terms of regulations, risks, organization, internal control provisions, and all the important and non-recurring operations.

Within the framework of our work, we paid particular attention to the implementation of the accounting principles to review the significant estimates, and we also examined the presentation of all the accounts and the quality of the financial information. Our reports on the accounts state the key points of our audits and the diligences we have implemented to meet these. For the annual accounts, it is the valuing of the participation securities, especially the Ingenico securities. For the consolidated accounts, we've paid particular attention on two points. The first, the assessment of the goodwill that didn't show any loss in value in the fiscal year 2024, and the accounting of the revenue for all the transactional activities. Our reports certify, without any reservations, the annual and the consolidated accounts of your group. We've also proceeded to the specific verifications, and we have no observation to formulate on this point.

The second type of report, the one on the delegation, the operations on the capital, on which you'll have to pronounce yourselves in resolutions 19, 24, and 26 to 28. The conditions for the delegation were presented to the board. We implemented the necessary diligences applicable in France. As for the resolutions 20 to 24, the board did not justify in its reports the conditions to determine the issuing price, and we couldn't give our opinion on the choices to calculate the issuing price and the amount. As for resolutions 26 to 27, the board did not fix in its report the definitive conditions in which these issuings would be carried out. Therefore, we cannot give our opinion on these or on the proposal to cancel the preferential subscription rights.

We will establish additional reports for these delegations, and this will be done by your board if they deem it necessary. We have issued a specific report for the fourth resolution of your meeting. This report is on page 281 and 282 of the URD. We were told about one new agreement authorized during your last meeting. This is a convention to suspend the work contract for Marc-Henri Desportes, CEO of the company, during the interim period. Four conventions already approved by the General Assembly were pursued during the previous fiscal year. We have no observation to make on these agreements. Ladies and gentlemen, thank you for your attention.

Thank you very much for this presentation. I'd like to now invite Josselin Vernay from Deloitte to present his report on the sustainability reporting.

Josselin Vernay
Audit and Advisory Partner, Deloitte France

Ladies and gentlemen, dear shareholders, I'm going to now present the summary of our certification of information in terms of sustainability and control of the publication demands, which is published in Report B, the Sustainability Statement Report from page 71 of the URD. Our report has three different parts that each correspond to one of the thrusts of our mission as planned by the provisions of the Code of Commerce and the guidelines of the Haute Autorité de l'Audit. The first thrust corresponds to compliance to ESRS and the process set up by Worldline to determine the information published and respecting the obligation of consultation of the Social and Economic Committee as planned by the provisions of the Labor Code.

Based on the verifications we've carried out, we have not seen any mistakes, omissions, or any inconsistencies as for the compliance of the process set up by the company with the ESRS. As for the consultation of the Social and Economic Committee, we'd like to inform you that on the date of the report, they hadn't taken place yet. Now, without questioning the conclusions expressed beforehand, I'd like to draw your attention on the information present in the paragraph General Durability or Sustainability Report. The process was set up in the company in the first year of implementation to determine the information published and particularly the absence of practices and established framework and uncertainties concerning the interpretation of the text.

The elements that are the subject of particular attention were on the identification of the stakeholders, the identification of the impacts, risks, and opportunities, and the evaluation of the impact materiality and financial materiality. The second point deals with the compliance of the information in terms of sustainability included in the group's report with the demands of the Code of Commerce and ESRS. We have not seen any errors, mistakes, or inconsistencies on the compliance of the information in terms of sustainability included in the report on the management of the group. Without questioning the conclusion expressed beforehand, I would like to draw your attention on the information figuring in the same paragraph as mentioned earlier on that specifies particularly the quantitative information that's not available and the sources of estimation and uncertainties related.

The elements were on the information on climate change according to the standard ESRS E1 and the information published based on the greenhouse gas emissions. The third point is to respect the demands in terms of publishing information as planned in Article 8 of the EU regulations in terms of taxonomy. Based on our verifications, we have not seen any errors, omissions, or major inconsistencies with regard to the respect of these demands. Ladies and gentlemen, thank you for your attention.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you very much for this presentation. Ladies and gentlemen, dear shareholders, I suggest now to go on to the Q&A session. I'd like to specify that the company has not received any written question that was transmitted by the shareholders in a valid way. Now, we're going to answer your questions here in the room. Please raise your hand if you have a question, and the hostess will come and give you a microphone. Please be concise so that a large number of shareholders might be able to put their questions, and the secretary will also transmit the questions put to us via our platform online. We already have one question which we'll read to you. Your stock price has been dropping for the last three years with a stock price which is under the one we had at the time of the IPO. How do you intend to reverse this situation?

Pierre-Antoine Vacheron
CEO, Worldline SA

Everybody knows about the situation regarding the stock price, which is regretful. I think the stock price reflects the performance of a company. There can be a premium or loss according to the corporate strategy or discount, but it all depends on the performance. When we look at the stock price of Worldline compared to its peers, we see that there's a major discount if you take Nexi in terms of the EBITDA, and if you look at the generation of free cash flow, there's a slight discount because we are at seven times the generation of free cash flow versus nine times for Nexi. Of course, the first answer is to be in contact with the investors so that they might understand the situation of the company and our strategy to recover. The second answer, which is most important, is to recover and generate cash flow as I presented it in my introduction.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you very much, Pierre-Antoine. A second question before going on to the questions from the audience. What is your position for the Eurodigital situation that is creating a lot of discussion in the banks?

Pierre-Antoine Vacheron
CEO, Worldline SA

The vocation of Worldline is to be present in all the payment methods. We offer all the payment methods that should be accessible to all the consumers, to the retailers. We are processors for the payment methods by card, by transfers, and our priority is to offer Worldline as a platform for the payment sovereignty in Europe. For the payment sovereignty in Europe, that is access or the development of payment methods that do not depend on American players, particularly like Visa and Mastercard. Today, there are two major initiatives. The first initiative is a private initiative operated by banks, and we are totally part of this. These are wallets so that we can make payments with instantaneous transfers, no dependency on American systems. That is the case of Wero on our major markets, but it is also the case of Bizum in Spain, Twint in Switzerland.

As you know, we are really involved as shareholders and operators on Wero. There is an initiative by a competitor carried out by the Central European Bank to digitalize the euro and to have a central currency that is a digital currency. These initiatives in which we take part, and as processors, we are accompanying them. We provide services to financial institutions, and we cover our risks by being the operators of private initiatives. If the digital euro did come about, we would benefit from this method of payment.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you very much. Are there any questions from the audience? The first question, please.

Hervé Lesanne
Shareholder, Worldline SA

Yes, Mr. Chairman, I'd like to introduce myself. Hervé Lesanne, I'm a faithful shareholder, a loyal shareholder, and I joined Worldline because I was a friend of Bernard Bourigeaud, and I was also a shareholder of Atos. My question is on our debt because at Atos, there are two or three billion of debt, which is due to the processing of the working capital. And Gilles Grabinet was at Atos for a long time, and he might have changed camps because it was a real window dressing technique at that time with Thierry Breton. I would like to obtain convictions and certainties, and the CACs are the same, Deloitte and Grant Thornton. I would like to know the real level of debt, and I do not want any games on customer credit or creditors' accounts. What can you tell us about this?

Pierre-Antoine Vacheron
CEO, Worldline SA

Thank you for your question. Grégory will have the opportunity to complete my answer. It is a point that retained the attention of the Audit and Risk Committee and the board. During the year in 2024, we paid particular attention to the evolution of the working capital and our debt structure because in the past, there was confusion, a certain amount of confusion with a certain number of practices, certain allegations on Atos. We, as Worldline, really want to be sure that we will not land up in a situation where we will have the same allegations. Grégory will be able to give you more specific details with all the figures.

Grégory Lambertie
CFO, Worldline SA

Yes, absolutely. You're referring to two elements. The first is the factoring that's part of the diversification of our financing. We address ourselves to all investor pools, but in modest proportions because we remain stable. In the past few years, we are around EUR 40 million at the end of 2024. Nothing to do with our former parent company, and we have deconsolidated from them since six years. As for the management of the working capital, in the last two, three years, we regularly dropped the number of supplier days in our working capital, and we are paying a lot of attention to this so that we can pay our suppliers in due time. From that point of view, as I told you earlier on, our debt is around 1.9 times the EBITDA, which is the debt reported at the 31st of December 2024.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you, Grégory. Another question?

Speaker 13

Good afternoon. Can you tell us what you think about cryptocurrencies and what is the influence on the future of Worldline? Thank you.

Pierre-Antoine Vacheron
CEO, Worldline SA

I think we have to make the difference between cryptocurrencies and the blockchain technologies, which are very close topics and which are not really related to each other. There is a basic trend in the United States, particularly the use of blockchain as a technology to simplify and make transactions more reliable, especially the payments transactions. There is a strong trend to develop these cryptocurrencies and to use stablecoins, to have stablecoins combined with currencies to have cross-border transactions, especially in countries that are emerging countries. Our thesis is that this is not such an important topic for our regions in Europe because we have a single currency in most of our geographies. Considering that we have a European space which is integrated, the transactions within this space, within this zone, is well done, we do not need stablecoins. Over the midterm and long term, it is definitely an opportunity, and we will position ourselves in this area in due time. Our priority is such that this is not an immediate priority for us in 2025, 2026.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you. There's another question that was put through our platform. What is the breakdown of your share ownership today?

Pierre-Antoine Vacheron
CEO, Worldline SA

You have certain elements in the universal registration document, but to give you the major figures, the major shareholder is Sixth Group AG, 10% today, followed by other major shareholders like Ares Associates, BPI France with 5% today, Crédit Agricole 7%. These are the major shareholders. We have a large free float, majority with a mix of American institutional companies and European companies.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you. I see another question over there.

Jean-Luc Champotier
Journalist and Shareholder Representative, Investir Magazine

[Foreign language]. Yes. Jean-Luc Champotier is my name. I'm a journalist in Investir magazine, and I represent people who gave me a mandate regarding investments. Now, I have a question. If I've understood you correctly, with respect to 2026, Mr. Vacheron, you will receive bonus shares that will be partly provided even in the absence of performance conditions that would be fulfilled. That's a rare occurrence. Does it mean you're not confident in the performance that we'll achieve between now and 2026 or what? Okay. Mr. Verstraete, the justification of that, of this grant.

Wilfried Verstraete
Chairman of the Board, Worldline SA

When Pierre-Antoine decided to join Worldline as CEO, he lost a certain number of benefits he had that had been granted to him by his previous employer, BPCE. Now, we wanted to compensate for that, to offset that loss for him. Instead of doing it in a monetary fashion by paying him cash, we preferred to do it in the form of a share-based payment, hence the amount that was defined. At the same time, we wanted to have some retention and performance feature for the medium term built into it, into this grant process. That is why the shares, rather, will become available one quarter each year. That is, a quarter of them every year for four years. The granting of that quarter each year will be conditional on the fact of his retaining his shares for an additional year. To sum it up, instead of providing him with a compensation in cash in the immediate term, we thought it wise to tie him in closely to the performance of the company as reflected in the stock price. It will be staggered over four years, as I've just said. The first half will depend totally on the stock price between now and two years, hence.

Yes? Somebody else with the question? Yes. That is Mr. Taffin responding.

Charles-Henri de Taffin
Group General Secretary and Group Head of Legal, Contract Management and Compliance, Worldline SA

There are the shares without performance conditions when they arrived. As of 2026, indeed, Mr. Vacheron will avail of a long-term incentive, conventional kind of program subjected to performance conditions, three-year conditions as per the structure that we presented to you. This is a non-recurring exceptional measure that was enacted in his favor or has been put in place for him on an exceptional basis.

Wilfried Verstraete
Chairman of the Board, Worldline SA

There is another question then over there somewhere, I think, towards the front of the room.

Speaker 14

The future of Worldline. Perhaps, if I may ask, the terrain of banking and payments has speeded up in its change, and all kinds of new things are emerging. It is a big opportunity for innovative, new solutions to carve new territories instead of battling the old existing elbow-to-elbow saturated markets. Could you perhaps shed some light on the future direction? How can we expect or hope or help Worldline in some of the new technologies that are emerging or becoming an innovative new corporation, let's say, that could bring both a new face and potentially to capture some of these emerging markets where we can see growth and higher profit margin? If you could share some of your strategies on that, that would be appreciated.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Sure. Pierre-Antoine?

Pierre-Antoine Vacheron
CEO, Worldline SA

[Foreign language] Yes. I'll answer in Frenmech if you mind me. If I may take it upon myself to sum you up, it's about our capability and our vision in Worldline in terms of addressing and being exposed to new technologies, new means of payment, new ways of paying, emerging technologies which will post greater growth than the traditional ecosystem that we're elbow-to-elbow with the established competitors. That's more or less your question, I think, if I may sum it up that way. Okay. Thank you. I would like to give you two kinds of answer. Firstly, our first priority is to stabilize the company, to digest the different acquisitions we've made, to generate cash flow in a way that will enable us to plow monies into the challenges of the future. That could take 12, 18, 24 months, that process, because, as you've understood, what you've described is pretty well.

Even though we've made some divestments, we're still in a very complex setup given the number of platforms we acquired over the years, over the last few years in particular. If we don't overcome the basic issues and get to a level of customer satisfaction, that's where it should be at, we'll be losing ground. We won't generate cash flow, and we won't be in any position to innovate in any way. That's our first priority. It does not prevent us from innovating, however, on our own scale as we go forward on our own scale. That means being exposed to new payment methods, of course. While the wallet technologies, this is a groundswell trend that emerged in the last seven or eight years, and that's going to be a massive trend.

It is a mega trend, really, that's emerging that's going to come and compete with card-based payments, especially debit card payments, in the coming few years. If you take the case of the Swiss market, for example, Twint, that's the equivalent of Wero for the Swiss market, is 70% of the e-commerce payments now in the country. If we position ourselves in that kind of wallet-based payments, we will address that substitution that's taking place. People are replacing one technology by another. The secondary we want to position ourselves in, and are doing it already, is the adoption of AI technologies in all of our processes, the way in which we develop, the way in which we improve the payment journeys. In this latter topic, we see now the rapid emergence of Gen AI, which is a way of streamlining payment orders from consumers.

Also, when it comes to e-commerce, everything that happens is sped up. Now, it's not very expensive for us because these technologies are off-the-shelf technologies that we can access easily. You pay for a license, but you can access them easily. That would presuppose that our move to the cloud would take place pretty quickly and pretty massively. We're working on that while preserving the interests of the banks that don't want to move to the public cloud for reasons of sovereignty. These are indeed topics we are working on. As you said, too, and as we said ourselves, the other important aspect to address is the development of cross-border payments. We've got to, there are some initial attempts that have been made, and we'll be scaling them up slowly but surely as these emerge as real-life needs on the markets we service.

The last point I could make is that now we have critical size in Europe, but we do not have it in other geographies, such as in the U.S., for example, or in Asia, for example. It would be a lot of CapEx to achieve that. We might consider that. We might consider going to those growth markets later on. For now, we want to turn around the company. Thank you, says Mr. Verstraete.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Another question that came in from the online platform. I'll read it out. Are there new risks of impaired assets in respect of 2025 fiscal year? And what potential impact would that have on cash flows? Grégory, it's for you.

Grégory Lambertie
CFO, Worldline SA

Yes. Regarding the impairment exercise, we regularly do this with our statutory auditors. We've just done it too recently. It does not have an impact on our cash position. As we speak, there's no reason to believe that we'd need to redo another impairment of assets.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Okay. I see a question in the room towards the top of the room.

Speaker 15

It's a very complimentary question. If we look at the free cash flows, the generation of free cash flows was really impacted by Power 24. Now, are there other things that will come and impact, apart from Power 24, your free cash flows in 2025, 2026, and 2027? Things that right now might be known to you, not known to the shareholders. That's my question, please.

Pierre-Antoine Vacheron
CEO, Worldline SA

The answer is no. Obviously, it's very difficult to anticipate. I mean, you're talking about the period between 2026 and 2027. I mean, it's difficult to preempt what might happen in that timeframe. Regarding the second part of your question, which concerns precisely things that would be known to the board of directors but not known to the shareholders, the answer isa a straight no.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Excuse me, somebody in the front said something without a microphone, so the interpreters can't translate. Sorry. There's a gentleman in the very front row making a point but not speaking in the microphone. Now, here's the microphone.

Speaker 16

That's been said for years. We finally understood that there were EUR 2.5 billion worth of debt that was being carried that was kind of concealed and that the company was short of cash. It is a financial scandal, really, of a substantial size.

Wilfried Verstraete
Chairman of the Board, Worldline SA

The proof, says Mr. Verstraete , is that the unqualified certification of our accounts was done by the auditors. That's there. You made a comment about the auditors, the statutory auditors, but nonetheless, that's the guarantee we can give you, knowing that also, unlike the company you mentioned, Worldline is operating in an environment that is really highly regulated in many dimensions, and mainly when it comes to risk, risk-taking, resilience, and that involves also a review of our financial statements. What I can say on that is that it's the word of the board and its chairman, is that we devote really a lot of attention to that aspect because we've suffered, indeed, from the confusion, the mixing up that may have gone on with our former parent company. Another proof, implicit really, is the success of our bond issuance that we conducted a few days ago. That was quite a success. The rating is still the same.

Not so long ago, we received a visit from Standard & Poor's, and they revisited all of our financial statements and so on. For the EUR 550 million that we put on the market and the issuance, the demand was more than EUR 1.5 billion. Investors, bond investors, thought it was worth taking up. If you look at the names, the signatures who took up the offer, you see all of the leading investors. They are not small, obscure funds that thought they might do a good transaction of 5.5%. These are serious investors, well-established names that subscribe to the offering. That shows their confidence, the market's confidence in our ability to, for a start, redeem the debt, pay them back when the time comes, and also the implicit confidence they have in the veracity and the truthfulness of our accounts. [Foreign language]

Other question is one from somebody right at the top, I think. [Foreign language].

Pierre Rose
Individual Shareholder and Employee Representative, Worldline SA

Hello. Bonjour. Pierre Rose, my name. I'm an individual shareholder. I represent the employees too, by the way, in the company. My question spans many of the questions raised already about the practices that have come from Atos. We heard earlier that it's our talents or our success, and I fully agree with that as an employee of the company. The policy of talent management for the last 10-15 years has been pursued in the same way, and then downsizing was done. You loyalize, but then you downsize. Are you going to use the same recipe from now on, or are there going to be changes? Are you going to bring the changes in the way in which you manage your talents is my question.

Pierre-Antoine Vacheron
CEO, Worldline SA

I cannot appraise the way in which the company was previously managed, but I think that for the last few months, the employees of the company have a fairly clear vision of the way in which we foresee the management of the company going forward and its resources in general, its human resources in particular, underpinned by three simple things. Firstly, be more demanding and be more engaging as for more engagement because people's motivation has flagged for all sorts of reasons because of all of these waves of difficulties we've encountered that I mentioned in my introduction. The second thing is the fact of changing the offshoring model that we have and the way in which we have a geographical breakdown of competencies.

We had a very fragmenting approach to our skill sets with lots of teams that are really isolated in their own little corners, so to speak, broken up among many, many sides, split up, dispersed all over the place. In the management committee, in the executive committee, debates go on about that. We want to adopt an approach whereby we would have centers of excellence and people could come to the office because they are working as a team and not be isolated in individual sites and separate sites. The third thing will be training, training, focusing on training of our people because given the changes in technology going on, we will need certain skills in the future that we have to train our people into. We want to upskill our people and do more training, reskilling, in fact, as well. That's enabled people to be reskilled and go and do a somewhat different job in the future in a more promising business area. The HR people have challenges ahead of them, but it's functioning fairly well. I've seen that for myself.

Wilfried Verstraete
Chairman of the Board, Worldline SA

Thank you. Are there other questions from the room here in [Foreign language] ?

Speaker 17

Yes. My name is Le Marieux. I'm a small individual shareholder. I'd like to know regarding Power 24, will there be still a negative impact of it in the earnings of the upcoming years, this year and the following years?

Wilfried Verstraete
Chairman of the Board, Worldline SA

No, says the Chairman. The Power 24 plan is completed. All the decisions have been taken. There are some things that are still being done, but all of the costs connected with Power 24 have been booked by way of provisions. There'd be a remainder of a few thousand EUR here or there, but that's all. Overall, we can't have an impact of Power 24 in our accounts anymore in 2025 or 2026. There might be an impact on the cash flow in 2025, though, says the CFO, because there'll be implementation costs that'll have to be paid, as we've said, to the markets. Indeed, the bulk of the provisions have been booked, and the savings have been secured.

Speaker 18

Could you recall briefly, please, who are your major competitors internationally speaking? What about Verizon in the U.S.? Are they a competitor of Worldline? In what business segment also? What industry segment? Verizon, is it Verifone maybe, you mean?

Pierre-Antoine Vacheron
CEO, Worldline SA

They're purely a terminal supplier. That's all. They're a competitor of Ingenico like PAX and the Asian players in that business area rather than anything else. We have got two types of competitors. We have got competitors who compete in the services area of financial services, obviously Nexi is in there. They are Italian. There are also the Americans, like FIS, who has just bought up the processing operations of Global Payments. They are the two big competitors in that part of the business. We have new players too coming in, startup companies, fintechs assuming a position in processing these days. Regarding merchant services, there are many and varied competitors. It is banks, and also big competitors who were born 15 years ago like Adyen and Stripe. Adyen being Dutch, Stripe the American company, and some small players like Mody's for the digital side of the segment for merchant services. We will also see, for example, Nexi in there too, also Global Payments in that part of the market they serve, US-based competitors.

In that part of the market, that's the bulk of our operations these days, where Worldline has key differentiators, is its European footprint. We're much stronger, more balanced than Nexi in Europe. They're very Italian in focus, really, in their footprint in particular. We have another characteristic in our favor, which is that we're very close to the banks. It's not the case of Stripe, for example. That gives us good access to the market, different to what Adyen or Stripe would have exposed on the platform. Our challenge is to be better exposed on the platforms because we have the independent software vendors, and it's allowed growth, and we have that entree there. If you combine our services and merchant services and so on, altogether, we have an edge on Adyen and Stripe.

They are broad-ranging players, and the technologies are changing a lot, as we said earlier, especially with convergence between card payments and transfer payments. If you want ballpark figures regarding acquisition in Europe, it's 50% banks, 30% Nexi and ourselves, 10% Adyen, and 10% for the rest of them. That's the way the market is split up. There is market yet to be conquered for the banking side. It's fairly focused, fairly concentrated.

Wilfried Verstraete
Chairman of the Board, Worldline SA

A last question that was put on the platform now. From an operational point of view, to succeed in your recovery, you need your employees. So how would you remotivate your personnel after the Power 24 impact? We already answered this question earlier on. Maybe it's a different way of formulating things. One of the major issues we have is to reengage our employees along the lines I mentioned earlier on. Very well. If there are no more questions, I suggest we close this session. I'd like to thank you for your participation and for having asked all these questions so that we can throw light on the action plan as approved by the board and as proposed by our CEO.

I will ask the committee to examine the attendance sheet based on the elements collected and proceed to all the necessary verifications. Okay. Let's start voting on the 32 resolutions that are submitted to your approval. I'm going to give the floor to the Secretary of the Bureau of the Assembly, Charles-Henri de Taffin, to proceed with the voting of the resolutions. Before voting, I'm going to announce the definitive quorum. 214,978,256 shares are present or represented, and that is 76.95% of the shares composing the share capital that have the right to vote. Explanation on the practical conditions for the electronic voting system and the tablet. All this was communicated to you when you entered this room. Let's start voting on the resolutions, and we're going to show you a quick video to remind you.

Speaker 19

[Foreign language]

Wilfried Verstraete
Chairman of the Board, Worldline SA

To vote, please remain in the room until the end of the vote. Let's begin with the resolutions within the competence of the ordinary general meeting. The first resolution, you have to approve the parent company financial statements for the year ended on December 31, 2024. The poll is open. The poll is closed. The resolution is adopted at 99.98%. Second resolution, approval of the consolidated financial statements for 2024. The poll is open. The poll is closed. The resolution is adopted at 99.98%. Third resolution, allocation of the net income for the parent company financial year ended December 31, 2024. The poll is open. The poll is closed. The resolution is adopted at 99.97%. Fourth resolution, approval of the special report of the statutory auditors on the related party agreements. The poll is open. The poll is closed. The resolution is adopted at 99.98%.

In compliance with the recommendations of the appointment committee and the board, you have to decide about the renewal of the terms of two directors and the ratification for the cooptation of one director for three years. Therefore, the fifth resolution, renewal of Mette Kaunzwag as a director. The vote is open. The vote is closed. The resolution is adopted at 98.88%. Sixth resolution, renewal of Michael Stollarz as a director. The poll is open. The poll is closed. The resolution is adopted at 99.61%. Seventh resolution, ratification of the cooptation of Jérôme Grivet as a director. The poll is open, sorry. The poll is closed. The resolution is adopted at 96.57%. Now we're going to examine the resolutions on the compensation of the corporate officers. Let's begin with the exposed resolutions.

Resolution A, approval of the information for the company officers for the compensation of the company officers. The vote is open. The vote is closed. The resolution is adopted at 98.26%. I'm sorry, I think there's a comment made. The interpreters cannot hear. Just a moment, says the speaker. We're going to check with Société Générale. Sorry, the interpreters can't hear comments made off mic. Just a moment, please. [Foreign language] . Sorry for this adjournment. The votes have been taken into account and the abstentions. It's just a problem about the display on the slides. The abstentions have been taken into account. They're going to try and correct this. Sorry, comment made once again off mic. [Foreign language] . No, they're going to correct it.

It will be taken into account. Afterwards, you can come with us so that we can check the scores. Thank you. We can resume the voting of all the resolutions. Let's move on to the next resolution. [Foreign language] The ninth resolution, therefore. I don't see the resolutions on the screen yet. [Foreign language] What was presented? I'm sorry, but the person doesn't have a microphone. It was a problem of display on the slides. We just completed the eighth resolution. We're going to show you the slides again so you can see all the votes. [Foreign language] Here you see the results of the different resolutions once again. Resolution three, four, five, six. Resolution number seven, A.

We are moving to the ninth resolution. Approval of the compensation of Georges Pauget for 2024, interim chairman until the 13th of June 2024. The vote is open. The vote is closed. The resolution is adopted at 99.89%. Tenth resolution, approval of the compensation for 2024 of Wilfried Verstraete, chairman of the board of directors since June 2024. The vote is open. The vote is closed. The resolution is adopted at 99.9%. Eleventh resolution, approval of the compensation for 2024 of Gilles Grabinet, CEO, until the 30th of September 2024. The vote is open. The vote is closed. The resolution is adopted at 91.24%. Twelfth resolution. Twelfth resolution, therefore. Approval of the compensation for 2024 of Marc-Henri Desportes, deputy chief executive officer until September 2024, and then interim chief executive officer since October 1st, 2024. The poll is open. The poll is closed. The resolution is adopted at 91.49%.

Resolution on the compensation for 2025, X&T, 13th resolution. Approval of the compensation policy of the Chairman of the Board of Directors. The poll is open. The poll is closed. The resolution is adopted at 99.86%. Fourteenth resolution, approval of the compensation policy of the Chief Executive Officer. The poll is open. [Foreign language]. The poll is closed. [Foreign language] We can't see the results on the screen. [Foreign language] Here are the results. The resolution is adopted at 76.42% for the 14th resolution. Fifteenth resolution, approval of the compensation policy applicable to directors. The vote is open. The vote closed. The resolution is adopted at 99.32%. Now, the resolution on the compensation of the interim CEO until February 28, 2025.

This is resolution number 16, approval of the compensation policy of the interim Chief Executive Officer until February 28, 2025. The poll is open. The vote is closed. The resolution is adopted at 92.94%. Seventeenth resolution, approval of the compensation for 2025 of Marc-Henri Desportes until February 28, 2025. The poll is open. [Foreign language] . The poll is closed. The resolution is adopted at 92.84%. Eighteenth resolution, as every year, we ask you to authorize the company to buy back its shares with the buyback program that has been identified. The poll is open. [Foeign language] . The vote is closed. The resolution is adopted at 99.9%. Now we are going to go on to the extraordinary general meeting. Nineteenth resolution, authorization granted to the board to reduce the share capital to the cancellation of treasury shares. The vote is open. [Foreign language] .

The vote is closed. The resolution is adopted at 99.24%. Twentieth resolution, delegation of competence to the board for a period of 26 months to increase the share capital while maintaining the preferential subscription rights for shareholders by issuing ordinary shares or any securities. The vote is open. [Foreign language] . The resolution is adopted at 99.52%. Twenty-first resolution, delegation of competence to the board to increase the share capital by way of public offering other than those mentioned in articles L411 of the French Monetary and Financial Code without preferential subscription rights to shareholders by issuing ordinary shares or any securities. The vote is open. [Foreign language] . The vote is closed. The resolution is adopted at 93.96%.

Twenty-second resolution, delegation of competence to the board to increase the share capital by way of public offering mentioned in article L411.2.1 of the French Monetary Code without preferential subscription rights for shareholders by issuing ordinary shares and/or any securities. The vote is open. [Foreign language] . The poll is now over, and this resolution stands approved. 93.45% in favor. Resolution number 23, delegation to the board of directors of competence to increase the number of securities to be issued in connection with the share capital increase with or without preferential subscription rights of the shareholders. Please vote now. [Foreign language] . The poll is now completed. Thank you. This resolution stands approved. 93.12% in favor.

Next is resolution number 24, delegation of powers to the board of directors to increase the share capital without preferential subscription rights for shareholders as consideration for contributions in kind to the company. Please vote now. [Foreign language] . The poll is now over, and this motion is carried. 99.3% in favor. Thank you. Twenty-fifth resolution is delegation of competence to the board of directors to increase the share capital by incorporating premiums, reserves, profits, or other items. Please vote now. The poll is now over, and this resolution stands approved. 99.93% of votes in favor. Twenty-sixth resolution, delegation of competence to the board of directors to increase the share capital of the company without preferential subscription rights for shareholders for the benefit of employees and/or corporate officers of the company and/or its affiliated companies as members of a company or group savings plan. Please vote now.

The poll is now over, and this motion is carried. 99.8% of votes in favor. Thank you. Next is resolution number 27, delegation of competence to the board of directors to increase the company's share capital without preferential subscription rights for shareholders for the benefit of people with certain characteristics in the context of an employee shareholding operation. Please vote now. [Foreign language] . The poll is now over. This resolution stands approved. 99.79% of votes in favor. Next is resolution number 28, authorization to the board of directors to grant free shares issued or to be issued with the waiver by shareholders to their preferential subscription rights to the employees and corporate officers of the company and/or its affiliated companies. Please vote now. The poll is now over, and this resolution stands approved. 87.71% of votes in favor.

Next is resolution number 29, amendment to article 18 of the bylaws. That is resolution number 29. The procedure is therefore for convening and deliberating the board of directors. This is therefore the amendment proposed to article 18 of the bylaws. Please vote on resolution number 29. The poll is now over. This resolution is carried. 99.96% of votes in favor. Thirtieth resolution, amendment to article 19 of the bylaws of the company. The age of the chairman, the age limit of the chairman of the board of directors. Please vote now. The poll is now over. This resolution is approved. 94.08% of votes in favor. Now, the ordinary part of the meeting again with resolution number 31. The appointment of Rodolfo Savitzky, sorry, as a director for a period of three years. Please vote now on resolution number 31. Appointment of Rodolfo J. Savitzky as a director.

The poll is now over, and this motion is carried. 99.37% of votes in favor. The thirty-second resolution, powers for formalities. Please vote now on resolution number 32. Le vote est closed. The poll is now over. This resolution is approved. 99.96% of votes in favor of this resolution. Ladies and gentlemen, thank you for attending. Do not forget that your voting tablets must be handed back to the hostesses, please, as you leave the room, and I'll give the floor back now to our Chairman who will adjourn our meeting. Thank you, ladies and gentlemen, dear shareholders. I'd like to thank you all for taking part at this AGM here today. It was indeed a pleasure for us to meet with you today, to hold this meeting together and interact with you. It's an important time always.

The AGM and the resolutions put to the vote have been voted upon, and we have exhausted our agenda, so we shall now adjourn our meeting. Thank you indeed for attending.

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