Good morning. Welcome to our extraordinary general meeting. Ladies and gentlemen, dear shareholders, I'm delighted to welcome you here for this extraordinary general meeting of Worldline at the beginning of this year, and I'd like to thank you for your presence here. As we usually do, and so as to preserve our best practices, this general assembly is broadcast live on the website in French and in English. After the presentations from the management and the statutory auditors, we will have a Q&A session, and for those following this meeting remotely, you will also have the opportunity to put your questions on the internet via the website interface. As the chairman of the Board, I will chair this extraordinary meeting. Besides me, for the company, we have Mr. Pierre-Antoine Vacheron, who is the CEO, and Mr. Charles-Henri de Taffin, who is the Secretary General and secretary of the Board.
I'd like to also thank the directors and the main managers of the group who are present here today with us. I would like to therefore declare this general shareholder meeting open. All the documents required by the Code of Commerce are at your disposal, and the Social and Economic Committee's disposal too. We will not read the report of the Board that has been put at your disposal in your convening brochure. As for the quorum, so this extraordinary general meeting is convening after a first invitation and requires a quorum of 25% of the shareholders. Charles-Henri, do you have the definitive quorum? Yes, the definitive quorum is at 55.63%, and before we pursue, I would like to go on to the composition of the bureau.
First of all, and in order to implement the regulatory provisions, we're going to constitute the bureau of this meeting that I'm going to chair. I'm going to ask the two shareholders that have the greatest number of votes who have accepted this function to fulfill the functions of scrutineers. It's Bpifrance Participations, represented by Georges Lambert, and Crédit Agricole SA, represented by Mr. Olivier Rocard. They are besides me, and I'd like to thank them for their presence. The bureau is set up. I would like Charles-Henri de Taffin, who's the secretary general the Board of Directors, to ensure the secretariat of this meeting. I observe the presence of Mr. Guillaume Arnal, who's been appointed by the Social and Economic Committee to attend this shareholder meeting. We also have Mr. Jocelyn Vernet from Deloitte & Associés and Mr.
Vincent Frambourg from Grant Thornton, who is our auditor, and they have been convened also, and I'd like to thank them for their presence here. I would like to inform you that some of the people who are not shareholders. There are some clerks, journalists, and analysts. They're also present here in this room, and now I'd like to give the floor to Charles-Henri de Taffin, who's our secretary, who's going to talk about the documentation, the agenda, and the quorum.
Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, I'd like to remind you that this is an extraordinary shareholder meeting upon the convening of the Board. The agenda and the text of the resolutions have been published in the brochure that have been published in the Bulletin of the 3rd of December 2025, and the convening notice was also published in this bulletin.
As Wilfried said, all the documents required by the Code of Commerce have been put at your disposal and at the disposal of the Social and Economic Committee according to the legal requirements. We're now going to read the reports that have been put in our notice. This is the first invitation. This requires a minimum quorum of 25% of the shares, and as the quorum is at 55.63%, and the quorum required has therefore been reached. As for the agenda of this extraordinary shareholder meeting, 13 resolutions will be subjected to your approval.
They are related to a reduction of the capital of the company because of losses, reduction of the nominal value, which is usual in the preparation of an increase in capital, an increase in the capital reserved to Bpifrance Participations, Crédit Agricole SA, and BNP Paribas, EUR 110 million, with the removal of the preferential subscription rights, an increase of capital of EUR 390 million, maintaining the preferential subscription rights of the shareholders, putting together all the shares of the company by the allocation of a new share of EUR 0.80 for 40 former shares of EUR 0.02 , and this regrouping is purely technical, and the renewal of the delegations for the increase of capital reserved to the employees or proxies.
The company has not received any written questions or any other item to be added on the agenda of this extraordinary meeting according to the legal provisions, whether it's from the shareholders or from the Social and Economic Committee. I'd like to give the floor back to our chairman now. Ladies and gentlemen, dear shareholders, I would like to present the program of this extraordinary shareholder meeting and the speakers. Pierre-Antoine Vacheron, who is the CEO, will recall the transformation plan, North Star 2030, and the actions that have already been undertaken to execute this plan. Srikanth Seshadri, who is the financial manager, will present the financial objectives of the plan. His presentation will be done in English, and you have headsets at your disposal to listen to the translation into French.
Pierre-Antoine Vacheron will then talk about the operation of the transaction plan, and I will present, or Charles-Henri, the secretary, will present the resolutions for which we require your approval. Mr. Vincent Frambourg from the Grant Thornton firm will speak on behalf of the joint auditors, and we will have a Q&A session, and then the shareholders will be allowed to put their oral questions, and we will answer the questions transmitted to us through the interface of this assembly. We will end with the votes on the resolutions at the end. The resolutions will have been proposed to you, and we will announce the results. Before giving the floor to Pierre-Antoine, I would first like to transmit a few messages from your Board. Since the arrival of Pierre-Antoine as the new CEO, the team has done a remarkable work to overcome the many obstacles and events.
The transformation of the group initiated by Pierre-Antoine is on the right track and has allowed us to dispose of several non-strategic assets. The objective is to become an integrated group, a disciplined group focused and streamlined, and a group that is ready for its future transformation. The Board is fully supporting and unanimously supporting the strategic roadmap that was presented to the markets in November. We believe that it will generate significant value creation for our clients, our employees, and of course, our shareholders. We are convinced that we have the best team around us to take up our ambitions and become the real leaders in payment services in Europe. My last remark concerns the capital increase of EUR 500,000 that will be carried out in the first half of 2026, and therefore we are submitting the future resolutions to you.
We are convinced that the operation proposed is essential because it will allow us to strengthen the equity and the financial flexibility of the company to accelerate our transformation and secure the implementation of our ambitious North Star 2030 plan and to have a stable base of European financial institutions who will be our shareholders. I'd like to thank you, and now I'm going to give the floor to Pierre-Antoine Vacheron, our CEO, who is going to share with you the actions that we have set up since the beginning of his term, and he will give you the first results. Thank you.
Mr. Chairman, ladies and gentlemen, dear board members, dear shareholders, I'm delighted to see you here, which is an important milestone in the history of your company. Before recalling the main elements of this transformation plan that we presented on the 6th of November, I'd like to go back on this past year, 2025. 2025 was a very difficult year for the company, for all of us, to begin with our shareholders.
And we questioned what is most precious for a listed company, for a payments company. That is our trust, our confidence. And we've used up a lot of our energy as a managerial team and all the employees also in close collaboration with our board to reestablish this confidence and this trust. And today, I believe that the situation has been stabilized. But the support of our shareholders at this time of capital increase is important to consolidate this stabilization. And after this, I mean, the result, sorry, the result of this meeting will be extremely important. Worldline is not just any payments company.
It is the main operator of payment infrastructure in Europe. Through its geographical presence, we are leaders in a certain number of countries, of course, in France, in Belgium, in the Netherlands, in Germany, Switzerland, Austria, Finland, the Baltic countries, Greece, and we are present in other countries. When you look at the next slide, you can see that we provide critical infrastructure in 10 countries in Europe. We process 47 billion transactions each and every year, EUR 480 billion of volumes acquired by merchants. That is the GDP of Singapore. We serve 1.2 million merchants in Europe, all different sizes, and we manage a card portfolio of 156 million cards to be compared to the European population. This size that we represent is found naturally in our coverage in terms of client segment. This is the next slide.
As you can see here, let's take support on our very wide coverage of the entire value chain. We can serve banks and financial institutions that account for 20% of our business, but we also serve a large portfolio of small businesses in all our geographies that account for 46% of our revenue. Global commerce, when you purchase at Auchan, Fnac, Darty, Intermarché, it's the Worldline platform that is used for all the transactions, and we serve a large number of players in e-commerce, airlines like Lufthansa, Emirates on a pan-European basis. 2025, as I was telling, was a very intense year in terms of actions with some concrete results based on three verticals, three pillars. The first pillar is on our investments, the confidence in our company. There was turmoil in the middle of the summer in the media on our merchant portfolio.
So we had to proceed with a certain number of audits and evaluations, not only of our merchant portfolio to demonstrate that this portfolio had been cleaned up since 2023, and to assess our risk control systems in our merchant portfolio. And then there was another turmoil to manage our treasury, our cash with the downgrading of our rating from Standard & Poor's. And here again, we made a huge effort of transparency with the arrival of our new financial manager, Srikanth. And there were questions on our cash, and we decided to develop our intra-group loans, and we will present this during the presentation of our annual report. The second pillar is on our clients and employees, and that is the main substance of our company.
When we arrived, when I arrived, sorry, we were blocked because there were a few deficiencies in our offers, especially payment terminals, and we dealt with all these topics. Now we have a whole range of terminals that are available in all our geographies. We've also worked a lot on the robustness of our IT platforms. You remember that Worldline in 2024 was affected by a certain number of problems in Italy and in France, and we invested a lot in our processes, in our infrastructure so that today we could have an improvement in the stability of our platforms. So we did all of this work on the supply side on our platform so as to stabilize our NPS, our Net Promoter Score, the indicator of our customer satisfaction in 2025, in spite of all the difficulties encountered in that year.
In the very last quarter, we reduced the attrition of our portfolio of small merchants. On the side of our employees, the action undertaken by the new management team enabled us, as we've seen in the results of our most recent Great Place to Work survey. We got the results just a few days ago. That enabled us to bolster the engagement of our people, and those people are now committed to the company in a way that's unrivaled with our past history. The last pillar is the rationalization of our scope so as to bolster our financial flexibility, our headroom, and refocus on our core businesses. In five months, we announced the divestment of four large-sized assets. The closing of those deals will take place in the first half of this year.
Those transactions enable us to streamline our organization, but also increase our free cash flow so as to plow those monies back into our capital expenditure and deleverage the company, so the result of all of these actions undertaken in 2025 helped us to address our structural issues in the company, and we noted in the results in the last quarter that our goodwill has suffered a lot in the more recent past because of difficulties we encountered, the headwinds we'd had in previous years. In the area of financial institutions, you'll recall that we lost in 2022 and 2023 a certain number of contracts that had an impact in 2025, and once again, will continue to have an impact in 2026.
The loss of those contracts is connected with the focus that was laid by Worldline on the merchant businesses, the merchant-related businesses, and that'll be an asset for us in the future. Of course, it'll be a major advantage going forward, but in that process, we lost quite a lot of contracts, even though we were investing in new solutions for financial institutions at the same time. Now, this development in our revenues with financial institutions, is it something we can't remedy? Obviously, no, because we've talked to the banks about this.
They would like Worldline to be there with them in terms of a value proposition for their cards, their bank transfers, and so on, their money transfers, because it's strategic for banks, and it's a very particular kind of domain that you've got to invest a lot in, and the banks wish just one thing, that's that they could be underpinned by a partner like us. So the objective of our plan is to get back to growth in that segment of financial institutions. In the area of merchants, our goodwill has suffered a lot too, well, for a couple of main reasons. The first reason is the cleaning up of the portfolio that was done since 2023. That is reflected in a loss of EUR 130 million of revenues, as we stated to the markets and to the investors over the last several months.
So the revenues won't come back just like that, obviously, because we don't want to be exposed to that kind of customer base anymore. So the second thing has to do with our operational difficulties that we encountered in terms of our value propositions not being available, satisfaction of clients not always up to par with our expectations, and that led to an unfavorable development in our business mix. That is between small merchants, where we lost a lot of ground in the last few quarters, and also the very large merchants, where the margins are much smaller. Now, is this something we cannot change? Well, no, it's not something that we cannot change. We do want to reverse the trend, and that's why we're investing in respect of the North Star plan.
We want to offer digital journeys of much better quality to the smaller merchants as well so as to get back to growth in that segment and restore our margins. Beyond the difficulties in terms of our goodwill, our stock and trade that we're addressing, we had difficulties to do with our operational model in the company. It was built up on the basis of a whole accumulation of acquisitions, and these companies themselves had been acquired very often in the past. So it was multiple acquisitions that led to our structure, and we set down a few challenges for ourselves. These are the pillars of our plan. We want to converge our service platforms, our IT platforms, that is. This is a huge workstream that will keep us going for several years. Then the integration of operations too.
We're currently in the situation whereby our operations remain compartmentalized by entity that we acquired over time, and the third thing is the automation of processes. We have a lot of processes, massive processes to manage 1.2 million clients, and we've got to automate those processes so as to enhance the quality of service and, of course, manage our costs better. All of this is the content of the North Star 2030 plan that we presented on the 6th of November, revolving around four main pillars: the streamlining of our organization, the convergence of the platforms, the integration of our operations underpinned mainly by our service centers in India, Romania, and Poland, and we also want to bolster our commercial performance, our business performance. Each of these pillars will make its contribution to improving our EBITDA, and you've seen the figure we're aiming at for 2030.
More than half will stem from the convergence of the platforms. We want to also integrate operations and bolster our commercial performance. That's 20% for each of those, and streamline our model. That'll be 5%. This plan, as you know, is a plan that is staggered over time, of course. It'll be done stepwise. As of 2027, we hope to net in a positive net contribution to our operating income, our EBITDA, as we call it, and this contribution will increase then year in, year out. So it's a plan that's going to be phased in because a company like Worldline has to be able to bear the size of certain IT projects and transformation projects.
The fact of having a plan that's staggered over time, over a period of four years, enables us also to best manage impacts in terms of cash, in terms of CapEx, and in terms of restructuring costs associated with that plan. Our transformation has already started, of course. It's already underway. We have got off to a head start, we think. Now, the key facts to appraise the performance of this is it's important to appraise the key facts. Firstly, we've got to streamline our actual organization. The last few quarters, we preempted the impact of the divestments we'd be making so as to get rid of a whole layer of organization in the company in terms of merchant services. We now, directly from the executive committee down, address directly the needs of the merchants.
We also have experience in terms of decommissioning platforms, IT platforms, because in 2025, we closed down four platforms in different geographies. We decommissioned four platforms, so we know how to do that. The third thing to bear in mind is that the target platforms, the to-be platforms, the one we're aiming to achieve with convergence, have already been modernized. Worldline, in the last few years, has invested a lot in acquiring platforms for card issuance, for instantaneous transfers, and so on, everything to do with e-commerce. We have brand new systems so we can use modern technology, state-of-the-art technology, and that, of course, is very important when it comes to payments.
The last illustration I'd like to give you, and we'll communicate on this more broadly when we present our earnings, our annual earnings later on in February, is that we've already netted in initial results from the optimization of our revenues because of the repricing we initiated in the last year in 2025. So obviously, a plan like this requires very disciplined governance because it's a long-term effort. It's a long haul. It's complex. Each of the projects has got to dovetail with all the others, especially we've got to take care of the interdependencies. So we initiated, following the presentation of the plan, a whole piece of work with all of the initiative takers, all of the project owners, because it's 250 initiatives.
So all of the owners of the individual projects on the ground will have to confirm that they are capable of achieving what they're supposed to achieve. They've got to confirm the resources they need to pursue those initiatives and also enable us to sequence as best possible all of these initiatives so we don't telescope things between and among these several initiatives, so we're taking this kind of bottom-up approach, and we should complete that approach by the end of February, the actual process to achieve the sequencing, and it'll be done very systematically, and as of the end of February, after we present our earnings, we'll be able to confirm the sequencing of all of those initiatives, and throughout the duration of the plan, of course, we're going to steer the achievement.
Every week, we're going to be meeting in the management team and the executive committee to give a steer to all of this on a regular basis. We'll have a steering committee. The transformation steering committee will review weekly the progress of each of these initiatives. So it's a very granular approach, a very sequenced approach, a very disciplined approach too. Obviously, one of the challenges we've got to pick up has to do with our employees. Another one has to do with our clients, then our investors, and our shareholders, of course. So we've got to address all of the needs of all of our stakeholders. So we won't go into a tunnel. Each of these stakeholders should be able to gauge the progress we're making quarter and quarter out in this transformation process in improving our operations.
So the commitment we're giving so as to gain the trust of all these stakeholders is to communicate, as of 2026, around three main strands, apart from the financial indicators, I mean. The first one is the progress of our transformations, the progress of our North Star plan. We will be setting down indicators. We'll communicate as of our February earnings announcement. But just to give you an idea, we're going to track indicators such as the platforms that we're going to close down in 2026, also the progress in the migration of merchant portfolios towards our target platforms, especially the online merchant platform, target platform that a lot of our merchants are migrating towards. The third example, the legal entities that we're going to close and dissolve during 2026 fiscal year.
The third type of indicator that will demonstrate that the operational performance is improving beyond all the financial figures, with indicators on attrition of the small merchants, which is an indicator on the health of the company's portfolio, indicators on the signature of new contracts with financial institutions, because one of the major thrusts is to renew our dynamism in this sector. And the third indicator, which is an indicator on the major incidents, so as to demonstrate and explain the improvement of our operational performance. The third type of indicator is our capacity to innovate. Worldline is operating in the sector of payments, which is a very dynamic sector, and it is important to keep innovating even during this phase of transformation.
And here again, we have thought about this, and in the next weeks, we will set the indicators that we'll be communicating to the market and to the shareholders. The first will be related to the deployment of our digital tools to activate the small merchants. This is the Launch pad project, as we've called it. The objective is to disseminate this tool in some countries by the first half of 2026. The second type of topic around which we're going to communicate is the positioning of Worldline in the new areas like the deployment of Wero in several geographies. It's the positioning of Worldline in the agentic trade and the positioning of Worldline in stablecoin settlements. And the third type of topic on which we are extremely exposed, and Worldline is ahead of the others, is to increase the use of generative AI in our development and our operations.
We have an indicator which is already leading. That is the use of our LibreChat tools so that all our employees can use OpenAI and all the LLMs that we've adopted in a very secure environment, and the whole point is to deploy generative AI in our IT development tools, especially from India, and our interactions with our clients and especially with our merchants, so this engagement is very important. We want to be transparent. Very few companies do that, but we believe that this is essential so that our investors, our shareholders might believe in the success of our transformation and in Worldline's capacity to reach its objectives, so this is what I wanted to tell you in my introduction, so my main messages before giving the floor to Srikanth is that our situation is stabilized now with what all we've done. Our plan is built. It is detailed.
It is on the right track. It has received the unanimous support from the Board. And we are convinced with all the efforts of transparency we are making that the support of our shareholders beyond the capital increase will keep growing in the coming quarters. Thank you very much. I'm going to give the floor to Srikanth Seshadri.
Merci, Pierre-Antoine. Thank you, Pierre-Antoine. Good morning, ladies and gentlemen. Thank you for attending this meeting here today. I'm delighted to confirm our financial ambitions during this extraordinary shareholder meeting. I will pursue this presentation in English. You can listen to the simultaneous translation for our French-speaking shareholders. We'll bring rigor in the execution of the transformation plan that has just been detailed. Our priority is to restore growth, to bring profitability and cash generation until 2030, with 2026 being a year of transition.
So we've got three objectives there for 2030 on growth, on profitability, and cash. On growth, we expect to progressively grow at the speed of the market and to beat the market at 4% from 2027 to 2030 cumulative annual growth rate, with an exit rate at 5% by 2030. There are two key axes for our development, one which is the small and medium-sized businesses and one which is the financial services. In the small and medium-sized businesses, we'll defend our key markets in Western Europe, especially in Switzerland and Benelux, i.e., Belgium, Netherlands, and Luxembourg, while we grow with our partner channels in the Nordics, especially the independent software vendors. In Central and Eastern Europe, where we've been growing well over the past few years, we'll continue to grow across all verticals in Central and Eastern Europe.
In financial services, we've lost a bit of ground in the previous years, and we are resurrecting our portfolio. It'll be a key growth in the midterm, especially within the issuing as well as in the digital service. In enterprise and global commerce, which are our third and fourth key segments, cross-selling on our acquiring services will provide momentum, especially on travel and hospitality, while agentic commerce innovation will drive as an accelerator. Regarding profitability, we go from between EUR 720 million and EUR 745 million in 2025 to EUR 1 billion + by 2030, capturing the entire North Star 2030. In terms of free cash flow generation on a pro forma basis, i.e., without the signatures of cession that we've done, we'll be around -EUR 55 million to -EUR 85 million in 2025.
By 2030, we'll go to a positive EUR 300 million-EUR 350 million of cash, which suggests that it's a 30%-35% profit conversion to cash. 2026 will be a year of reset, consolidation, and transition, and we'll explain why, so on the slide after on profitability, you see there are two key areas, one which is the organic business mix that we still have an adverse effect from 2025 and 2026, including the overhang on financial services where we've lost some businesses in the past, and the second thing is really for us to invest in the remediation measures. Pierre-Antoine mentioned about the ongoing due diligence reviews on our merchants, where we have a considerable backlog, and we are investing to clear the deck for future growth.
From 2026 to 2030, there are two main blocks, one which is the EUR 150 million of profitability coming from organic measures, which comes with the increase in revenue. And the second block is EUR 210 million of the four blocks that Pierre-Antoine mentioned between simplify, integrate, converge platforms, and grow. And that's EUR 210 million having a run rate of EUR 210 million EBITDA by 2030. So with those two key axes, we grow to EUR 1 billion + in terms of profitability. On cash, we start to turn positive cash from 2027, and it progressively grows to the EUR 300-EUR 350 million. And included in there is EUR 120 million of interest costs that we have taken as an assumption based on current market rates and our future liquidity needs. And if you move to the next slide, please.
So what are the key components of cash costs below adjusted EBITDA? We have five key blocks. On the left-hand side, you see those five blocks cover EUR 800 million for the scope we are presenting today. In purple, you see capital expenditure as well as capitalized development costs of EUR 250 million . We've also incurred cost of EUR 240 million on restructuring and integration costs. The large part is the last year of the large year end of spend on the Power 24.
We've spent EUR 130 million in terms of leases, EUR 140 million in terms of tax cash costs, and another EUR 50 million in terms of interest cost. In terms of 2024, the interest cost was close to zero. So we are starting to have a higher level of interest cost. Projecting that to 2030, we keep the same level of CapEx cost at 250, which is bringing down the percentage of a sale from 6% to 5%.
We are absorbing inflation. We are closing down some of the platforms that Pierre-Antoine mentioned. And what it does is it creates a bit more space for more innovative and discretionary CapEx rather than maintenance CapEx. The second key axis that helps our cash generation is the almost close to zero of the restructuring and integration costs because we'll be at the end of the plan. We optimize the level of real estate and absorb inflation, and we are lower by EUR 10 million after five years in terms of lease cost. Tax cash cost is at 140, and interest cost is significantly higher at 120. And that's an assumption today. Depending on market conditions, we will see as to what it will be in 2030. So the three key strategic pillars for our capital allocations are, one, invest in the Worldline transformation plan.
The second one is the reinforcement of our capital structure and deleverage our debt position. And the third one, as we've already mentioned, is rationalizing our portfolio by removing the non-core assets to focus ourselves on payments and in Europe. So I'll finish with that. With the 2030 Worldline being an agile, efficient transformation operating model, we'll have a much better capital allocation optionality that will be creating value for all stakeholders. So with that, [Foreign language] .
[Foreign language] , Srikanth. Thank you very much, Srikanth. In June, I think Srikanth will speak in French. So I'm going to present the operation if we can show the slide. So the objective we are pursuing is to increase our capital by EUR 500 million to improve the robustness of our balance sheet, and especially our leverage, so that we will have a greater strategic flexibility. So the objective is to reinforce Worldline's equity, obviously, to offer financial flexibility, a greater financial flexibility because of the refinancing costs, and to secure our strategic ambitions by reassuring our large accounts and especially the banks. So the operation, as you know, will provide a good basis of reference financial institutions that will reflect through their investments the strategic issues of Worldline, Bpifrance Participations, Crédit Agricole SA, and BNP Paribas.
This increase of capital of EUR 500 million will have two successive forms: a reserved increase in capital of EUR 110 million, which will be subscribed by the three financial banks with an issuing rate of EUR 2.75 per share, and it will be followed by a capital increase with preferential subscription rights, and all our shareholders will be able to contribute to this, and that will be EUR 390 million. For your information, and just to give you an indication, considering the volatility of the stock price, and based on the stock price of EUR 1.50, a shareholder holding 1% of the capital today before the reserved capital increase would hold 0.88% after this reserved capital increase and will be able to participate in the pro-rata of his participation with increase without additional sweat.
If he does not participate with DPS, then his participation would go down to 0.22% after these two transactions. When it comes to the timeline, we've gotten to marching order to fast-track things as much as we can. We'll wait for the market conditions to be conducive, but we hope to finish the transaction by the end of Q1. The transaction has been approved by the Board. The three key shareholders involved in the reserved capital increase have committed to retain their holding until the rollout of the rights issue and to subscribe to that to the tune of about EUR 135 million. Also, they committed to retain all of their securities for 180 days. There's a lockup provided following the opening of the rights issue. Now, or the closing, sorry, of the rights issue.
This, of course, has all been agreed upon, and there will be ongoing communication done with our investors so as to secure the success of the transaction. This transaction and the different components of it will be subjected to approval of yourselves in respect of our different resolutions here in the Extraordinary General Meeting today. As I was saying, our objective is to complete the transaction by the end of Q1. Now, we've got to publish our earnings for 2025, of course, on the 25th of February. Then we'll roll out the reserved capital increase on the 6th of March, the rights issue on the 12th of March, and the earnings will be communicated. Sorry, the results will be communicated at the end of March, on the 31st of March, depending again on market conditions. That's about it for me.
I'll give the floor back to our chairman. Thank you.
Thank you, Pierre-Antoine. Following what Pierre-Antoine and Srikanth have presented, I'd like to once again give you a few key messages before we move on to present the resolutions. Firstly, we share your frustration and dissatisfaction concerning the development of our stock price impacted by an insufficient performance and also a lot of speculation in the the Board of Directors of your company has made a change in the management of your company so as to meet these operational challenges and to achieve a better performance in the group. Also, it's worked with a new management team so as to define the strategy that was presented to you early November. The capital increase as proposed today aims at enabling us to fulfill this strategic plan by contributing to its financing.
It'll bolster our balance sheet and our financial flexibility and will enable us gradually to come back to access to funding in more reasonable conditions. Now, since we announced the strategic plan and the capital increase with the full support, as was recalled, of European key financial institutions, our stock price has stabilized at a low level, I grant you that. The management team and the whole organization have been focused on the implementation of the roadmap announced that should bring the group back onto the rails of growth and a generation of robust cash flows in the future, and we're quite convinced this will create a lot of value in the organization that will be reflected then in the stock market performance of the company too.
I'll give the floor now to Charles-Henri for the presentation of our resolutions that will be put to you for approval in a short while. Charles-Henri.
Ladies and gentlemen, dear shareholders, we have 13 resolutions being put to you for approval here today for this extraordinary general meeting. Firstly, on your resolution number one, you asked to authorize a share capital reduction resulting from losses by reducing the nominal value of shares from EUR 0.68 to EUR 0.02. This operation is a usual thing in the preparation of a capital increase with the maintenance of preferential subscription rights. It would secure the achievement of the whole transaction and would make it possible, combined with a possible share consolidation later on, it would make it possible to obtain an appropriate stock price for the company.
In respect of resolutions 2 to 7, it's proposed to you that the Board of Directors delegation of authority so as to achieve reserved capital increases for Bpifrance Participations, Crédit Agricole SA, and BNP Paribas for a total amount of about EUR 110 million with a waiver of preferential subscription rights for shareholders. The new ordinary shares would be issued at a unit issue price of EUR 2.75, that is EUR 0.02 in nominal value, and a unit issuance premium of EUR 2.73 per share.
In this way, you'll be asked to waive the preferential subscription right of the shareholders with respect to the subscription of the ordinary shares for the benefit of the three investors so as to make it possible to make additional reinvestments to have them reinvest additionally their share of capital in the company so as to bolster our equity and give us additional financial flexibility and secure the implementation of our strategic ambitions set down in North Star 2030, as well as anchoring a stable base of financial institutions who would be core shareholders in the group. In the eighth resolution, you are asked to grant a new delegation the Board of Directors so as to achieve a capital increase of roughly EUR 390 million, maintaining preferential subscription rights for shareholders.
In this case, the issuance price of the new shares will be set by the Board determined on the basis of recommendations of a banking syndicate in compliance with the usual market practices for this kind of transaction, taking account of the market conditions in force. Bpifrance Participations, Crédit Agricole SA, and BNP Paribas have committed to subscribe to this capital increase to the tune of their stake in the capital of the company, as determined following the reserved capital increases that I detailed just a minute ago, and to the tune of an additional amount of roughly EUR 30 million. The portion of the capital increase that would not be subscribed to would be the focus of an underwriting agreement in line with market practice signed with a banking syndicate. Resolutions numbers one to eight are proposed to you, but they are an inseparable whole, and they're interdependent.
The adoption of each of these resolutions will be, of course, governed by condition precedent, which is the adoption of the other resolutions. So as to enable the company to be in a position to implement the transaction, it would be necessary that all of the resolutions would be approved by yourselves. Then, in respect of resolution number nine, it is proposed that we should take an identical figure for the caps initially approved by the general shareholders' meeting on the 5th of June 2025, the combined shareholders' meeting, and reset at 50% of the registered capital, the total cap of the capital increases for which we would charge all of the capital increases that could result from the 21st, 22nd, 23rd, and 24th resolutions approved by the combined general meeting of the 5th of June 2025.
We would set a level of EUR 1.5 billion, which would be the overall nominal cap for the issuance of securities representing debt instruments or equivalent giving access to the capital of the company to which we would allocate the said 21st and 22nd resolution. This resolution simply aims at maintaining the mechanics for the charging, or at least the allocation of these resolutions and charging of them to global caps, and we have picked up the identical form that was already used. Within the context of resolution number 10, you're proposed to implement a reverse share split in the company following the achievement of the capital increase, maintaining preferential subscription rights. The shareholders would be invited to exchange 40 shares with a nominal value of EUR 0.02 for a new share with a nominal value of EUR 0.80.
The reverse share split proposed is an adjustment that's purely technical. And under the other resolutions, you'll be asked to approve the remaining business.
Thank you very much, Charles-Henri, for your presentation of the resolutions. At this point, we'll give the floor straight away to our statutory auditors, Mr. Vincent Frambourg from Grant Thornton, who will present the report of the auditors on behalf of the joint auditors.
Thank you, Mr. Chairman. Dear shareholders, on behalf of the joint auditors, I would like to present the four reports that we issued in view of this extraordinary general meeting, but I'll sum up our reports if you don't mind. The first one has to do with capital reduction. We've got no comments or no observation on that. The second one concerns the capital increases with a waiver of preferential subscription rights, as explained a minute ago.
These are resolutions two, three, four, five, six, the Board of Directors has proposed resolutions, and we would say that the ordinary shares' issuance price would be the fruit of evaluations done. And this piece has the Board of Directors on the basis, in particular, of the work done by its financial advisors. So to this end, we have not had access to the elements of calculation to set this price and the amounts justifying that provided by the regulatory text. And the capital increase has not been set in terms of the definitive amount. So to that extent, we cannot form an opinion on the waiver of the preferential rights. Concerning with the French Commercial Code, we'll prepare an additional report if necessary upon these delegations exercised by your Board of Directors.
The last two reports then present the same conclusions, and I bring them together if you don't mind, concerning resolutions 11 and 12. And the conclusion from those two reports is that, subject to review later on of the conditions of issuance that will be decided upon, we have no observations to make concerning the determination of the issuance prices of the securities to be issued, as suggested in the Board of Directors. the definitive conditions in which these issuances will be made are not yet known, so we cannot form an opinion on them. So concerning the waiver of the preferential subscription rights, we cannot form an opinion either. Thank you.
Merci beaucoup. Thank you. At this point, if you don't mind, we'll move on to the Q&A session. Our company has received no written question in advance of the meeting from our shareholders. So we'd like to answer your questions from the room, and please raise your hand if you have a question. A hostess will come and give you a microphone, of course. So please be concise so that the other shareholders can also ask their questions. The secretary of the meeting will also tell us the questions that have been raised via the web platform, the internet platform. We have a question towards the front of the room, I think, first. The micro is just coming to you, sir.
Well, it was important for me to come today to this meeting to understand all the brainstorming that's been going on. Originally, I was a shareholder because I thought it was a market need, and the presentation made by Mr. Brassac helped me to continue holding my share. They convinced me that it was worthwhile, I think, for me to do. Now, I know there have been problems encountered by the company in the past, and obviously, bankers are not going to scuttle the ship. I'll try and follow suit.
But I find it hard to understand what you've just been explaining, I must say, because with a stock price that is at EUR 1.5, the lowest point was EUR 1. We're talking about EUR 2.75 subscription price, and we're talking about very low figures, and we're told that the stock price will be determined on the basis of market practice. So I just can't fathom all this. I cannot come to terms with these explanations. Could you tell us the mechanics, please, that will prevail?
It's not easy for you to give an answer here and now, probably, because a lot of externalities will come into play on all of that, but you might give us some kind of an explanation.
[Foreign language] . And apart from that, you talk about attrition of small merchants. The small merchants need means of payment, and you've explained that during the past two years, you had a customer, a client portfolio that had gone down, that had declined. You've also said that you were leaders in France and in Italy, and I'd like to know what is the situation regarding your competitors, because those clients have not been lost for everyone. Thank you for your answers.
Thank you for your question. Pierre-Antoine, first on the last part on competition, and then on the more technical aspects. You're absolutely right. It's a bit difficult to follow all this. We've given you a lot of figures. That's for your first question, and thank you very much for your loyalty and your interest for our activities. There's no doubt about the fact that we have lost clients in the recent period. The situation is quite different from one country to another. If you take France as an example, in France, Worldline operates 50% of the merchant volumes in France, especially for large merchants. All the major companies you know of in France, Carrefour, Auchan, Decathlon, Fnac, they go through the Worldline platforms.
This activity has not suffered. We have not lost any significant clients, but where we have suffered is for the small merchants in geographies where we are present for those activities, typically Germany, Switzerland, the Benelux, Sweden, and what happened recently is that Worldline had problems in terms of availability of new products, especially the new generation of payment terminals that use Android and modern interfaces. You must have followed this in our financial communication.
For several months, we were in a situation where we had no new products to offer to the merchants, and if you can't do that, you can't capture these clients, so we're trying to deal with all this, quarter after quarter, country after country. We have set up this capacity to deliver terminals and reverse this attrition of our merchant portfolio. There's fierce competition, and it is very different from one segment to another. Typically, if you take small merchants, well, naturally, you have banks in some countries. In some countries, banks are our partners, as in France with the Crédit Agricole, as in Germany with the Caisse d'Épargne in Germany, and sometimes they are our competitors.
You also have new generation players like Adyen, that is Dutch, Stripe, that is American, and they come up with very modern, disruptive solutions considering the way we would offer services to our merchants. One of the things on which we're working in Worldline, and that's our portal to activate the merchants I was talking about earlier on, we want to offer small merchants the digital journeys as the new situation, the new market, the competition would offer them. The financial institutions, there are fewer competitors. There are American competitors like Fiserv. There's an Italian competitor, Nexi. You probably have heard about them. Global Payments is another competitor. They are Americans. Our point is to reassure and convince banks that it's in their interest to entrust us with more services because we know how to innovate.
We know how to provide good quality and regular services, and we avoid them from having to invest into new solutions.
Thank you very much, Pierre-Antoine. Charles-Henri, can you talk about the more technical aspects of this operation and the various amounts that have been mentioned?
Yes, now very quickly. As for the price, there are two components in this transaction because you have the reserved capital increase, and the price was already determined. And this price is set at EUR 2.75. So there is a significant premium compared to the moment when the operation was announced, and even more so today based on the current share price. And you have the second part, which is the traditional capital increase with the maintenance of the preferential subscription rights. And as we've indicated, the price has not been determined for this one.
It will be when the operation will be launched in March, and it will be determined by the Board according to the share price at that moment. Thank you very much. Are there any more questions? Yes, madam? Oh, I have the microphone. Sorry. This is another gentleman.
Well, I wanted to talk about the operation. We do not know the price between EUR 2.75 and EUR 1.50, which is the current price. It does not help us. We had the small shareholders to invest. All the shareholders who have less than 40 shares are going to be washed out. The price has gone down in the past five years. At the highest, it was at EUR 85. It went down to EUR 1.30. After restructuring, it went up to EUR 1.50. But can't you have internal growth to increase this price because it went down simply?
So can't you increase it up to EUR 10 with all the good work you've done and all the good results? So according to what I've heard during this presentation in 2024, there were a series of technical incidents that impacted Worldline and that didn't help for Worldline's reputation. And then there were some dirty payments. There was some fraud. There were no controls. You said that you carried out an audit. You've restructured all this. Now, the combining of shares is very hazardous. If your company is submitted to these ups and downs, if there's a down, you'll be affected once again. And the share price might go down again as fast as it might have gone up. And I'm not a merchant, and I know Worldline through the stock exchange. So I see your logo. I don't understand the logo. The thicker, bolder lines, that's the past.
The finer lines, that's the future. Now, this identity, don't you think we should make sure that the company is well-known and some of the shareholders organize days to get to know Worldline? Now, Worldline, we hear about Worldline in the media. It's never good news, and I don't think we should combine the shares by 40.
Thank you, Pierre-Antoine. There are a lot of questions in your question. I think you have to understand the technical aspects of this transaction and the combining of the shares as part of that. The objective is not to have a very low share price. This would be a problem for the institutional investors. So for the small bearers, it is a problem. Yeah. As for the technical aspect, the combining of shares, it is neutral for the shareholders.
The whole point is that, as you've seen, we're first going to have a share capital reduction. We'll reduce the nominal value after this meeting. After the capital increase by combining the shares, we will have a security, and the stock price shouldn't be too low at EUR 1, for example. There will be no impacts for the shareholders with this combining of shares. It'll be a neutral operation. There's no magic in a share price. There are two aspects in a share price. There's trust and the result. We were particularly attacked and exposed to speculation in 2025 because there was a loss of trust, the dirty payment matter you're alluding to, the questioning on our cash, the questioning on our ability to rebound. This dimension, I think we've dealt with it during the past year. We've reset the stock price.
Now, the other aspect, so that we might have a better valuation, more consistent with our company, this will be related to the results. In 2025, we will publish results in compliance with the expectations. We will confirm the guidance given to the market in 2025. 2026, we'll have to comply with the expectations and our cash generation because that is what is most important at the end. It has to be in compliance with our plan. So there's no magic to increase the share price, but we want to limit the ups and downs. We want to predict everything in what we're doing.
And now, I would like to go back to two questions that were put on our website, on our platform, and I think that we can bring them together. Pierre-Antoine replied to this question partially, but we have to insist on this point. The first question was, there are several players that publish profitable results. You're saying that you'll be profitable from 2027 onwards only. Can you tell us why and why we should follow your trajectory? And why did you wait for the price to go from EUR 7 in March to EUR 1.50 today to launch this capital increase, which is strongly dilutive?
So as for the first point, 2025, the net income will be strongly negative, not because of the operating income, but because of the depreciation of the goodwill. And we proceeded to that at the end of the first half. But our operating income is positive, but our cash generation will probably be negative at the end of this year. Now, why are we different from our main competitors because of our operating performance?
The whole point is to regain growth, is to restore the operating margins by reestablishing our customer mix and cut our costs. And this will be the result of our transformation plan. As for your second question, why did you wait for this drop in the share price? We didn't wait for anything. The managerial team was changed. Well, I arrived. I joined the group on the 1st of March. The managerial team was renewed, and it took full effect in the second half in the financial department, human resources, etc. So we needed time, which is quite legitimate, one and a half months to prepare our plan. And based on this plan that we have taken into account by the Board, we think it can be reached. We wanted to strengthen our equity, and the stock price went down in that interval.
Thank you, Pierre-Antoine. Madam here has raised her hand.
Yes, to go back to this division to 40. For a shareholder who has 100 shares that can't be divided by 40, what's going to happen to that shareholder? You say it's going to be the same, but what will happen actually? I'd like you to explain that to me.
What's going to happen is that the shareholders will be invited, if they wish to, to take the right number of shares. And if there are share fractions, they will be compensated for this difference. So that's why I'm saying it is neutral for the shareholders. They are invited to have the right number of shares, and they will be given time to do so. But if they don't wish to, if they can't, they will be compensated consequently so that they might not be penalized.
Another question. I have several questions. I will begin with what you're proposing in the first resolution to have a share capital reduction because of the losses incurred, but after this share capital reduction, will the carry forward be back at zero? Will it be positive, or will there be a negative carry forward?
Well, maybe I should answer the first question. It's correlated. As Pierre-Antoine was saying, sorry, there are depreciations that were carried out in the first half. We are writing certain values at the nominal value. Once the accounts will be finalized, there will be a carry forward. What was already written off here will not be written off in the carry forward.
I have another question. The three lead shareholders, Bpifrance, Crédit Agricole SA, BNP Paribas, they will have a reserved capital increase. According to the resolutions, they have also committed to subscribe 30 million EUR in the framework of this capital increase offered to everyone. What about this figure of 135 million EUR that was mentioned in your presentation?
Actually, there are two components. You have the reserved capital increase for a start, and then the capital increase open to all the shareholders maintaining preferential subscription rights. Those three core shareholders, as you say, will first of all subscribe to the reserved capital increase to the tune of that amount. Then, in the context of the rights issue open to all the shareholders, they have already committed to buy into that, to take part in that to the tune of their stake in the company. Additionally, 30 million EUR that they commit to invest additionally.
That's when we're talking about the capital increase that's open to all the shareholders that makes it possible to guarantee the proper execution of the transaction. It's a guarantee they're giving us.
Well, in your presentation, when it comes to the chronology, there was only one date that I noted as being of importance. That's the early March date when the capital increase will be open to everybody, all the shareholders. Now, what about the nominal value of the shares? That'll be just two cents. When will that take place?
Well, in the order of the different transactions, the reduction of the par value will probably take place sometime in January. Once again, it's a purely mechanical thing. It's inconsequential for the shareholders. Then we'll have the closing of the accounts, the reporting of the earnings end of February.
If the right conditions prevail, we will then carry out the reserved capital increase with the three core shareholders that we mentioned. That would be early March. And then, if the decision is taken by the Board on the basis of the resolution that's proposed here today, the transaction to do the rights issue open to all the shareholders can be rolled out after that sometime in March once the reserved capital increase has been finalized.
Thank you. Well, given all those transactions that have to take place, ultimately, what will be the percentage of the holdings of those three core shareholders in the equity base of the company? Mr. Taffin.
Well, what we've indicated is that following the reserved capital increase reserved for those three reference shareholders, we'll have Bpifrance that will have about 9.5% of the equity, Crédit Agricole about 9.5% of the equity base, and BNP about 7.9% of the equity. So taking account of the EUR 110 million plus the EUR 30 million, is that it? And possibly the additional, well, the part you didn't quantify when they came to the rights issue. That's following the part that would be reserved for them. So Mr. Taffin, after the EUR 110 million, yes. Because after that, they've committed to buy into the operation to the tune of that stake that I just mentioned, the percentage I just mentioned for each of the core shareholders. Yes, sir. Good morning, everybody. I have a question I'd like to ask, if you don't mind. Mr.
Vacheron, in your presentation, you said there were four entities that would be sold off in the first half of the year. Could you tell us the general bracket? I mean, how much cash will it net in? Will it be lesser losses, perhaps potentially too? Mr. Vacheron.
Well, the first investment, it's around EUR 500 million worth, yeah? Between EUR 500 million and EUR 550 million is what we're talking about for these divestments. Now, the four entities that we announced the divestment of, they're generating EBITDA margins. And it was before the last transaction where we shared on the 6th of November the impact of those divestments on the EBITDA for 2025 on the pro forma basis. Mr. Seshadri, we had EUR 110 million for the three in the CMD, and now we've got EUR 40 million additionally for the fourth. So EUR 550 million in total.
Selling off for EUR 550 million, okay, the entities that net in that amount of EBITDA. Okay. In terms of the reserved capital increase, I'm trying to understand why the three core shareholders mentioned would not, I mean, would not take part in the same way. BPI has increased the stake from 5 and a bit to 9.5, Crédit Agricole 7 up to 9.5, 35% of an increase only. BNP is going from 4.9 to 7.9. That's 61% of an increase. They're not increasing their stakes in the same proportions. The amounts requested of Crédit Agricole, EUR 30 million, BNP EUR 32 million. I don't think banks would have problems in putting more money on the table. Could you tell us why the proportions aren't the same?
These core shareholders, if they're present in the room, might tell us why they haven't all increased their stake in the same way. I mean, in the same way as Bpifrance. Is it a desire expressed by the Board that nobody should go further than Bpifrance that would become number one shareholder, perhaps? Because they will go further than Crédit Agricole. They'll be a bigger shareholder. What's the reason behind that? And then I have another question on the EUR 2.75 price. Mr. Verstraete, well, the threshold of 10% that you've identified, there's a reason that's quite technical for that. It's connected with the regulations on venture capital by banks. Below 10%, the stake is deemed to be a financial investment and requires less venture capital from a bank than as compared to going beyond the 10% mark.
Now, the way in which all of this is booked and the computation of the venture capital is totally different below and above 10%. So that's why the banks wish to remain below the 10% mark. That's the reason why. Okay. Thank you. Concerning the EUR 2.75 price in the report from the auditors that we got here verbally this morning, it said that the Board hasn't given in its report the items of computation taken on board to reach this price of EUR 2.75 in spite of what's provided for by the legal and regulatory text. Now, it's a pity that you didn't give different modes of calculation that could have enabled us to understand how that amount of EUR 2.75 was arrived at.
Because, well, I mean, the shareholders, I suppose, agreed to pay EUR 2.75, but seen from the outside, we have no explanation about how that price was arrived at. I mean, what's the potential in there? Because I assume if people agreed to EUR 2.75, but the price isn't there yet, they assume there's some upside potential in the stock price. Why did the Board decide not to communicate this or could have communicated brackets, different modes of calculation, but it might be done the conventional way, but nothing was communicated on that? Mr. Taffin, as was indicated, it's the outcome of talks that took place integrating a premium of 10% compared with the volume-weighted stock price in the previous 30 days. And that's what prevailed in those talks. That's what led to the price of EUR 2.75. Okay. The last question then.
I'm sorry, I'm a bit lengthy, but maybe of interest to other people too. Could you give us the list of your biggest shareholders, please? With the three core shareholders, all right, but the five largest, 10 largest shareholders, and then the percentage of people shorting the stock at the moment, and what do you think of that? Okay, says the chairman. Regarding the percentage of shorting, okay. We went up to 30%-35%, I think. On some days, it was even peaks of 40%. Now, it's come back to, in the last few weeks, to the most recent figure we have is a percentage of shorting at 25%. Now, regarding our main shareholders, we have the list, Mr. Taffin. Well, I haven't got all the details, but approximately, the main shareholder is SIX Group with a bit more than 10%. Fidelity with a bit more than 9%.
Then BPI, Crédit Agricole with about 7%. Causeway, BPI with about 5%. And BNP, roughly in the region of the same figure. Thank you. Thank you very much. That's the end of my questions. I just wanted to say it's the first time I've come along to this meeting. I'm still learning about a lot of these things. But in spite of the explanations you gave us, you don't seem to have a ready-made solution for small merchants. It looks like you have nothing at all to offer them right now by the sound of it. It's a pity. Well, thank you for your questions. There's a gentleman towards the front who's raised his hand, who will be given the microphone in just a minute. We can't really see you. Sorry, sir, with the spotlight, so.
Yes, Mr. Wai is my name. I have a problem and three questions. The first thing is I'm a physical person, not a legal entity. I've asked for an admission card to the general meeting as a physical person, but I also have a company thanks to which I voted by correspondence. When I came to the meeting, my voting rights as a physical person were brought down to zero because I was told I just had the usufruct, which is not correct. I have full ownership.
Anyway, they corrected that. However, I asked, as I voted by correspondence on Tuesday against the resolutions, 15,900 stocks I hold. I asked about was there the same concern for those securities. I have a certificate saying that my votes were taken on board for 15,900 securities on last Tuesday when I voted by correspondence. My position was just 300 securities. I now have 16,300 if I add them up.
So my votes against the capital increases were not taken on board, were not taken into consideration. So how reliable is the system? How confident can we be in the outcome of the shareholders' meeting? Because if I hadn't come this morning personally, as a physical person, I think my votes by correspondence, I would have thought they went through properly, whereas they did not. So that's one issue I have. Then I've got three questions.
[Foreign language] . So, as for this announcement on the capital increase, I have deduced that it's a capital increase, and I deduced that one month before the 6th of November, just by looking at the stock price and the shorts that started shorting the stock. So, 275, that was one month before the announcement about the capital increase. And some people on the market already had this information before the 6th of November, before private people had this information. So, I'd like to have the vision of the Board on this. And then I have another question, one financial one and one technical one.
The financial one is on the free cash flow. You're announcing a return to a positive free cash flow in 2027. So, that means that in 2025 and 2026, the free cash flow will be negative. And I would like you to separate three elements of this free cash flow: the free cash flow of the operational activities that we could call normal activities, all the exceptional aspects, the redundancy plans, or do you have other restructuring costs outside of this industrial plan? And the third element, you announced some disposals. What is the impact of these disposals on the free cash flow?
How is it taken into account, and what will be the result in terms of our debt? And the last question is a question on the payment terminals. You're saying that you've had a number of problems with your payment terminals. I am a recent shareholder, so I haven't followed all the operations with Ingenico. And so, there was the buyback of the Ingenico payment terminals. It had been sold off to an investment fund. So, what is left at Worldline and what has been disposed of? That's what I'd like to understand. Thank you. We are checking about your first question on voting rights. So, we will go back on this in just a few moments. Pierre-Antoine, as for the other questions on the operational part, so, as for the payment terminals, you're right, historically, Worldline had its own payment terminal activity.
Then it acquired Ingenico with the payment portfolio of Ingenico. And this activity was disposed to Apollo three years ago, I think. And so, today, we don't have any payment terminal activity anymore. What remains is the supply of terminal payment to merchants to allow them to accept the transactions. So, we accept this. This is done by Ingenico. And we have a layer of software for terminals. And the difficulty that Worldline has is that Ingenico itself was in trouble, operationally speaking. So, we combined, we asked Ingenico to provide the right software, and we also used our software on Ingenico's software to answer your question very directly. As for free cash flow, I will give the floor to Srikanth to give you the details.
The disposals are not in the free cash flow. It's in debt reduction at a level under the free cash flow. The free cash flow in 2025 is significantly impacted by the restructuring costs of the Power 24 plan. Can you give us the details? So, we have EUR 240 million in 2025, and we still have the last expenses of Power 24 in 2026. And then it will be finished for Power 24. I would say that we have the cash coming from normal operations and the one-offs. And I would say it is 50%, half-half from 2026 to 2027.
So, half of the free cash flow, which is positive, is related to the operational activities and the other half to the restructuring costs. So, it is negative by how much? By EUR 50 million, I would say, because you might have seen the organic impact. And for remediation between 2025 and 2026, we have still made investments. And the costs for restructuring and integration in 2027, we will normalize this with EUR 100 million per year. So, EUR 240 million in 2024, EUR 170-EUR 180 million in 2026, and EUR 100 million and EUR 120 million in 2027. Thank you.
As for the first technical point, we've just checked, it's a mistake made by your financial establishment in the registration, and G2S has done the necessary so that this might be corrected and so that the securities and the votes might be taken into account normally. I'm sorry, but the person is speaking without a microphone, and the interpreters cannot hear him.
My problem remains because in Votaccess , I had a vote certificate that had been taken into account with my votes, but I had to attend the meeting to realize that the votes had not been taken into account. And I believe that there is a major issue. How many shareholders who, just as me, received a voting certificate and actually their votes will not be taken into account?
When we know the number of shorts, we might understand that my securities have been recuperated by the banks to pass these resolutions, which I believe is unacceptable. No, that is not correct. There is a person who certifies all the votes. So, all this is followed, and the mistake made by the financial establishment is not. It does not correspond with the vote that was carried out. The way in which the financial establishment has dealt with their securities, all that has been corrected. Let's have two more questions that were put on the platform. The first one, what are the issues regarding the streamlining of the platforms? And is there a risk in the execution and the issues at stake?
We talked about this during our presentation today. What is at stake is to have a company that is more efficient. We talk about streamlining that is cutting our costs so that this platform might be able to run so that we can have a more rigorous, more transparent management. Is there an execution risk? Yes, just as in any streamlining of any platform, just as when we have an introduction of a new platform, there's always a risk in the execution. But we are absolutely confident that with the renewal of the team that is in charge of this project, that these risks in terms of the execution will be taken into account and all the measures have been taken so that this might be successful. Now, the second question, when would you be able to announce the underwriting consortium with the banks for the capital increase?
Well, that will be done sometime before the capital increase as such. And today, already, we are discussing with the banking consortium, and the underwriting as such is carried out just before launching the operation. So, officially, this announcement will be made at the end of February or beginning March, just before the operation. And most probably, we're working on this. Now, very quickly, we will announce a first level of commitment of a bank syndicate to comfort all the investors on the confidence of the banks in this investment. And one last question for the gentlemen here. Can we have a microphone, please?
[Foreign language]. Good morning. I have a question on taxes. There's a law, a recent law. I don't know if other shareholders were in my situation. There's a law that goes back to 2012. When there was the exchange with Ingenico in 2020, we received a soulte. When the soulte goes above 10% of the nominal value of the operation, the taxes took it as a tax, in addition to all the social payments on the underlying capital gain. Because I was at Ingenico, and then I became Worldline, but I kept my portfolio shares. But during this exchange, there was a soulte. This soulte went above the 10%, so the taxes asked me to pay. And I was upset about this, and I told the tax office that they are not allowed to do this. We have to pay a tax when we have a capital gain, when we sell. But here, I'm not selling. I'm keeping them in my portfolio. So, it is an underlying capital gain. This goes back to 2012. You see, it is quite recent.
It was under Hollande's government in 2012. So, I wanted to look at the paper, and everything is written black on white. But I would like you to explain. If the stock price goes down, I would have had to pay a tax, and I'm going to lose everything, but you won't lose anything. You're taking the taxes in advance, and that is exactly what happened. Five years later, I lost everything. I lost my entire investment, and so my capital gain on which I had to pay taxes and social payments. And since it is a law that goes back to 2012, I don't know if there are other shareholders who are in the same situation as me.
From the legal point of view, since this is quite new, I would like to know if I can do something about this with the tax office, because I think it is a scandal, this law. They asked me to pay taxes for shares in my portfolio, and today, I have nothing, but they've taken everything in advance, and I have nothing left. I would like to know if I can have recourse with the tax office, because I don't think I'm the only shareholder in this situation.
I'm very sorry about this, but unfortunately, we're not responsible for all the tax policies in France. I think it would be different today if this was possible, but I'm afraid that in your case, I don't know about all the details, but what the tax has taken, they've taken it. And if you wish, we can look at all this in further details with you outside of this meeting, but I'm afraid that you won't be able to have any recourse on this. But I would be delighted to give you some further explanations after the meeting or at another time.
Thank you very much. I suggest we go on to the vote of the resolutions. So, before going on to the votes, I would like to announce the definitive quorum, 155,719,042 shares, which are present or represented. That is 60, sorry, 55.65% of the shares in the share capital having the right to vote. Explanations on the practical conditions on the electronic voting system and the functioning of the tablet. This was communicated to you when you entered this room. So now I suggest we vote on the resolutions, and we will show you a quick video to recall the way to vote. [Foreign language] .
To vote upon the resolutions of the shareholders' meeting, you've been given a tablet. It is strictly personal and may be used only at this meeting. When we announce the opening of the poll on the resolution, a window will open automatically on your tablet, even though it may have gone to sleep. To vote, it's very simple. Press on the button that corresponds to your choice for abstention or against. Press on OK to validate your choice before we close the poll. Once your vote has been validated, you cannot change it anymore. Please hand back your tablet when you leave the room. So, to organize the poll for the resolutions, please stay in the room until the end of the poll.
So, let's move on to resolution number one concerning the share capital reduction resulting from losses by reducing the nominal value of shares and delegation the Board of Directors to carry out the share capital reduction. Please vote now. The poll is now over. This resolution is approved, 99.11% in favor. Resolution number two, delegation the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of Bpifrance Participations for a total nominal amount of EUR 334,494.54. Please vote now on resolution number two. This poll is now over. This resolution is approved, 98.6% in favor. Thank you. Resolution number three, waiver of shareholders' preferential subscription rights in favor of Bpifrance Participations. Please vote now on resolution number three. The poll is now over.
This resolution is carried, 98.93% in favor. Thank you. Resolution number four, delegation the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of Crédit Agricole SA for a total nominal amount of EUR 218,450.90. We open the poll on resolution number four. This poll is now closed, and the result is on this screen. This resolution is carried, 98.65% of votes in favor. Thank you. Resolution number five is next, waiver of shareholders' preferential subscription rights in favor of Crédit Agricole SA. Please vote now. The voting process has been completed, and the results are on the screen. This motion is carried, 98.99% of votes in favor. Thank you.
Resolution number six, delegation the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of BNP Paribas for a total nominal amount of EUR 232,800. Please vote now. The poll is now closed. This motion is carried, 98.64% of votes in favor. Resolution number seven, the waiver of shareholders' preferential subscription rights in favor of BNP Paribas. We open the poll on resolution number seven. The poll is now closed. This resolution is carried, 98.97% of votes in favor. Next is the eighth resolution, delegation the Board of Directors to increase the share capital while maintaining preferential subscription rights for shareholders by issuing ordinary shares of the company. Please vote now on resolution number eight. The poll is now closed. This motion is carried, 96.23% of votes in favor.
Next is resolution number nine, restatement of the overall nominal cap on capital increases and the overall nominal cap ratios of debt securities or equivalent instruments giving access to the company's share capital provided for in paragraph two of the 20th resolution of the general meeting held on June 5, 2025. Please vote now on resolution number nine. The poll is now closed. This motion is carried, 98.85% of votes in favor. Thank you. Next is resolution number ten, reverse share split of the company's shares by allocation of one new share with a par value of EUR 0.80 for 40 existing shares with a par value of EUR 0.02 each. Delegation the Board of Directors for the purpose of implementing the reverse share split. Please vote now on resolution number ten. The poll is now closed.
This resolution is adopted, 99.04% of votes in favor. Thank you. Next is resolution number 11, delegation 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 on resolution number 11. The poll is now closed. This resolution is carried, 98.92% of votes in favor. Next resolution is number 12, delegation 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 on resolution number 12. The poll is now closed. This resolution is approved, 98.91% of votes in favor.
And finally, the 13th resolution, powers for legal formalities for filing, publications, and so on connected with the general meeting. Please vote now. The poll is now closed. This resolution is carried, 99.20% of votes in favor. Ladies and gentlemen, thank you for attending today. I'd like to recall that the voting tablets have to be handed back to the hostesses, please, as you leave the room, and I'll give the floor back to the chairman to close this meeting. Ladies and gentlemen, dear shareholders, I'd like to thank you for attending today. I'd like to thank our scrutineers and our statutory auditors for attending as well today. For us, it was important, and it was a pleasure to meet with you here today to debate with you. It's an important meeting in the life of our company.
All of the resolutions have been put to the vote, and we've exhausted our agenda, so we shall now adjourn our general meeting. Thank you, and see you again the next time.