Ladies and gentlemen, dear shareholders, I am very happy to welcome you in my capacity as chairman for this annual shareholder meeting 2026 of Worldline. I'd like to thank you for your attendance. As we usually do, so as to preserve the best practices, this meeting will be broadcasted on live on the internet in French and in English.
After the presentations of the management and the statutory auditors, we'll have a Q&A session. For those who are following this meeting remotely, you will also have the opportunity to put your questions via the internet, via the online broadcasting interface. In my capacity as chairman of the board, I will chair this combined general meeting. Besides me, for the company, we have Mr. Pierre-Antoine Vacheron, who's the CEO. On my left, Mr. Charles-Henri de Taffin, Secretary General on my right, and our Financial Manager, Srikanth, who is beside Pierre-Antoine.
I'd like to also thank the members of the board and the main managers of the group who are present in the room. I would like to therefore open this general shareholder meeting. First of all, so as to implement the applicable regulatory provisions, we're going to constitute 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 fill in the functions of scrutineers. This is Bpifrance Participations, represented by Gregory Lambertie, and Crédit Agricole S.A., represented by Jérôme Grivet. They are beside me, and I'd like to thank them for their presence here. The committee is constituted. Therefore, I'd like to ask Mr. Charles-Henri de Taffin, the Secretary General, to ensure the secretariat of this meeting.
I observe the presence of Mr. Guillaume Arnal, appointed by the Social and Economic Committee to attend this general meeting. Mr. Josselin Vernay from Deloitte & Associés, and Mr. Vincent Frambourt from Grant Thornton, who are our statutory auditors. They have been convened. I'd like to also thank them for their presence here. I'd like to inform you that some people who are not shareholders, bailiffs, journalists, and others, also present here in this room. I'd like to give the floor now to Mr. de Taffin, 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 you are meeting here as a combined general meeting upon the convening of the board.
The agenda and the text of the resolutions were published in the meeting notice that was published in the ballot on the 6th of May 2026. The convening notice was published on the 22nd of May 2026 in the ballot.
The meeting brochure, as amended on the 26th of May, was put at your disposal. As for the documents, I'd like to remind you that all the documents required by the French Commercial Code were given to you, as well as those of the Economic and Social Committee according to the legal conditions. We will dispense from the reading of the report of the board, which is put at your disposal in the meeting brochure. This general assembly meeting, after the first convening, requires for its ordinary part a minimum quorum of 20% of the shares. For the extraordinary part, a minimum of one-fourth.
The quorum is at 62.68% for the general meeting and 62.68% for the extraordinary meeting. The quorum required for the ordinary and the extraordinary parts of the meeting have been reached, therefore. As for the agenda of this general meeting, 27 resolutions will be submitted to your approval this year. The agenda for the ordinary part of the meeting, with particularly the approval of the consolidated and annual statutory accounts 2025 and the appropriation of earnings and losses, the special reports and the related party agreements, the renewal of the terms of office of three directors, the renewal of Grant Thornton as our statutory auditors, the remuneration elements 2025 for our corporate officers, the compensation policies 2026 for our corporate officers, and the renewal of the purchasing of shares.
For the extraordinary, the usual financial delegations and the modification of the articles of association according to the regulatory and legal provisions. The company has not received any written questions or any request to add any additional point on the agenda, whether it's from shareholders or from the Economic and Social Committee.
I'd like to give back the floor to the Chairman.
Thank you, Charles-Henri. Ladies and gentlemen, dear shareholders, I'd like to present the program of this general meeting and the speakers who will take the floor during this meeting, therefore. Mr. Pierre-Antoine Vacheron, who is the General Manager, CEO, will present the results of 2025. Srikanth Seshadri, Financial Manager, will share the results for 2025 and the first quarter of 2026. His presentation will be made in English. Headsets have been put at your disposal to listen to the French translation.
Mr. Vacheron, CEO, will present the priorities for 2026, and Mrs. Agnès Park, who is an Independent Lead Director and Chairperson of the CSR Committee, will present the CSR roadmap. I will present the report on governance and the report on compensations. Mr. Vernay from Deloitte & Associés will speak on behalf of the joint auditors and will present the statutory auditors' reports for the 2025 accounts and the financial resolutions.
He'll also present the report on the sustainability reporting. I will open our Q&A session afterwards. The shareholders will be allowed to put oral questions during the session, and we will answer the questions transmitted via the live retransmission interface during this meeting. We will end our general meeting with the vote in the session of all the resolutions that were proposed to you, and we will announce the results.
Ladies and gentlemen, dear shareholders, let's have a quick look at a video that's going to present the group to you.
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Without further ado, I'm going to give the floor to Pierre-Antoine Vacheron, who's going to present the results of 2025. Thank you very much, Mr. Chairman. Ladies and gentlemen, dear Directors, ladies and gentlemen, dear shareholders, thank you for attending this general meeting, which is an important annual meeting for the life of this company. I arrived here some 15 months ago at the head of Worldline.
The situation was complex, more complex than what had been anticipated and with a lot of challenges to take up. Since I joined Worldline, because I really deeply believe in Worldline. Worldline has strong potential, whether it's in its technologies, its position, its central role in the functioning of the European economy. 2025 was a very difficult year for you, for our shareholders, and for all our stakeholders, our clients, our partners, our suppliers, and our teams.
Considering all these challenges, which are existential, with support of our board throughout the year, I made some structuring decisions. Sometimes they were difficult to make, these allow us to build robust and sound foundations so that Worldline can grow again, so that it can become the European leader in payments, so that we can prepare for a new phase of value creation. 2025, as I said, was an intense year, we did our utmost. We did all that we had promised to do, we already have some tangible results. Of course, a lot still remains to be done, I'll go back on this in just a few moments.
It's important to underline that right from today, our clients are gaining more trust in Worldline. We can accompany them, we can be their long-term support, and we can be a sustainable player.
The company is innovating. As you can see, the live agentic payment that we presented last week. We have tangible results and have no doubt that the efforts will pay off. The valuation of the company. Let's go back to what was done in 2025. We began on June 30th. We assessed our assets considering the company perspectives, EUR 4.7 billion of impairment of goodwill. We had to go through that. We decided to refocus Worldline where we are strong, payments in Europe, so as to have all the chances to succeed in our integration and our transformation. In order to do so, we have set up a pruning plan with seven assets, seven assets that we disposed of in less than nine months. These strategic and necessary disposals, we received EUR 590 million-EUR 640 million. We obtained this cash.
We increased our capital by EUR 400 million because that was the only instrument that would reassure the rating agencies, our clients, and our partners, but also to reestablish the trust of our shareholders. With the subscription of 121%, this increase in capital was a success in spite of the negative context in which it took place, especially the war in Iran and the arbitration at the moment, to the benefit of AI.
I would like to thank the shareholders who supported this operation, this transaction. This increase in capital was the opportunity to have with us institutions at the forefront, BNP Paribas, BPI, and Crédit Mutuel. These investments, these investors, are reassuring for our clients, and they are coherent with our position as the European payments leader. The refocusing we carried out is significantly going to change the profile of the company.
You have to remember the reference revenue for 2025, EUR 3.6 billion, and especially the reduction in 40% of our sites, 30% of our workforce because of our disposals. Worldline is simpler now. It is more easy to maneuver Worldline to carry out this transformation. Worldline is now focusing on its core businesses, payments in Europe, and is a giant on the European payments scene. You saw it in the film, one payment card out of five is processed by Worldline. 1.2 billion merchants use our services for EUR 480 billion of volume each year, the equivalent of GDPs of countries like Romania and South Africa. Worldline is systemic in many key markets in Europe, the Netherlands, Germany, Switzerland, France, Belgium, Greece, Finland, just to mention a few.
This European presence is unique and is a major strategic advantage in an area where our ability to innovate is very significant. The European ecosystem is searching for sovereign solutions, and it remains widely fragmented in terms of payment methods and users. Worldline is the reference player in Europe in the field of payments. In Europe, we have set the major segments where we invest because we have the size, we have the technology, the integration in the ecosystems to win in all these areas. The small merchants, companies in Europe, global merchants, are searching for solutions to operate in Europe, financial institutions. These are our priorities. For each of these segments, we have identified specific growth objectives with the investments that are required so that we can reach these objectives.
The objective we have for Worldline, so as to reach our growth potential, is to go to the end of this group's integration to converge the platforms, because this convergence, this integration, these are the keys to simplify the company to have a better commercial performance. That is the objective of the North Star plan that we disclosed during our investor day on the 6th of November 2025, with two clear objectives, to have a comparable growth to that of the market and generate more than EUR 210 million of additional adjusted EBITDA by 2030.
This is a structuring plan, down to earth, with some 300 initiatives and many IT projects that are being deployed over several years with specific steps, discipline, and stability in its execution. The success of such a transformation will, of course, be based on the men and the women.
I have renewed the management team with all the necessary skills in the fields of finance, operations, technologies, human resources, risks, and transformation. With a great diversity of culture, a great diversity of gender. At the end of the year, we'll have renewed nearly 30% of the top 100 of our company. Everybody is sharing this common ambition.
Make sure that Worldline is simpler, more streamlined, closer to its client, and with a better performance. This massive renewal was necessary and remains necessary to change our corporate culture so that we can have a high-performance culture, which is customer-centered, which is courageous, loyal, and this is what we call the Worldline way. Such a transformation cannot just be decreed. It needs constant efforts so as to onboard our employees, so that we can be more demanding, and so that we can upskill our employees.
This human dimension is essential in any company. It is critical for Worldline. We know that it's going to be a long and winding road to reach our final objectives, but we are executing our plan, and on a quarterly basis, we are collecting the fruit of all our efforts, especially in terms of performance. 2025 ended in a reliable way, with figures in compliance with our objectives that we had communicated at the end of the first quarter once I had finished assessing the situation. Q4 was marked with growth in several geographies. The northern countries, Germany, which joined other growing countries, Italy, Greece, or Central Europe.
Overall, we have a business volume that is growing for the full year, and this is based on a drop in the attrition of the merchant portfolio on a Net Promoter Score, which is an indicator that measures customer satisfaction, which was stable in spite of the disruptions we went through. You saw it in April, the first quarter shows that this recovery is ongoing. In 2025, we signed some new brands, and some major companies renewed their trust in us in our strategic sectors, which are distribution, travel, hospitality, mobility.
We have some major merchants like SNCF, Cdiscount, Fnac. They've decided to renew their trust in Worldline and to migrate towards our new platforms. They have accepted to use e-commerce. We have a new will to conquer and sign partnerships to accelerate the distribution of our solutions among the smaller merchants.
Here we have Orderman and PayApp that you can distinguish. To enrich our offering with epay and YouLend. This signature, this partnership, these are encouraging signs because they demonstrate the quality of our solutions and the trust that these clients and these partners are giving to Worldline to accompany them in their development over time, beyond the ups and downs we've been through in the past few years. As for the financial institutions, the situation is quite dire, and you saw it in our figures for the first quarter. These figures are not reaching our ambitions because we've lost some contracts in the past few years. The weakness of our pipeline when I arrived, it was worsened by the delays in the signatures because of the turmoil in which we were in 2025.
All the same, we did have some major signatures in the field of monetics with, for example, PSA, which is the player that is bringing together all the Austrian banks, and they have decided to sign again with us for 15 years and to migrate on the new platform and entrust us with the management of Wero for the Austrian banks. In transfers, bank transfers, we have some very good contracts. In our digital offers, too, we have renewed our partnership with Visa. For these financial institutions, what you must remember is that we have the technology that the banks require to do better, to become more modern, and banks need European players, and there are very few European players like Worldline.
That's the reason why I have no doubt about our ability to rebound with the banks and financial institutions at the pace of our signatures and integrations with the banks, of course.
Finally, over the period, we also set going again our machine to innovate and to produce products. That was key in an ecosystem that's evolving the whole time. On that, we're very pragmatic, down-to-earth, and very agile as well. Sometimes these innovations are the fruit of our own development efforts, like intelligent routing of transactions so as to optimize conversion on the Internet or integration of Wero. These innovations can also be the output of partnerships like dynamic advances of cash to merchants or the stablecoin efforts we put in, but with a partner as well. Whether it be
On our own or with partners, the idea is to be the leading player for financial institutions so as to enable them to navigate in the world of the future, which is more and more demanding in terms of security, in terms of regulations, in terms of technological performance as well. I'll round off this first part by giving you an update on our North Star 2030 program, because the initial results are already tangible. They're already visible. As you know, we completed our divestment program, four divestments in 2025, and three further ones in 2026. We've started to streamline our organization, doing away with a whole layer of organization, that is the merchant services layer, that we now directly manage. We took total control over our operations in Greece so as to better integrate our business there.
In terms of convergence, we've already noted real-life results that are really worthwhile. We decommissioned in 2025 4 platforms, and 1 further one in the first quarter of this year. We've reduced the incident level, because we also converged our infrastructures that were underlying these businesses. We migrate, in terms of e-commerce, 68% at the end of Q1 of our Ogone portfolio towards our GoPay platform.
That'll be completed at the end of the first half of this year, that whole process. In terms of growth, we've also taken action in 2025 on pricing. We've reevaluated the way in which prices were set vis-à-vis our different segments, and our program is making good progress. We've stabilized the NPS. We've also rolled out products in the recent past, especially Wero in Germany, in Belgium, and in France. In the second half of this year, it'll be done.
Bizum, that's the equivalent of Wero in Spain, that we rolled out in the 2nd quarter of this year. Klarna for multiple payments, fractional payments, split payments, that is. I'll give the floor now to Srikanth Seshadri, who is our CFO, who'll detail out the financial results for 2025, and then I'll come back and we'll talk about the priorities for 2026.
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Thank you, Pierre-Antoine. Good afternoon, everybody. Thank you for being with us today. I'm very happy to present to you our results for 2025 and confirm our ambitions, our financial ambitions that is, at this AGM, this combined AGM. I'll pursue my presentation in the English language if you don't mind. You will have simultaneous interpretation into French for those who desire to listen to the French language.
Before talking about Worldline's 2025 performance and the first quarter of 2026, let me detail the significant progress we've made in terms of our portfolio pruning strategy. The seven items that you see on the screen are the deals that we've signed, and we've already closed five, as Pierre-Antoine mentioned.
The closing of India and Australia is expected now in the second semester. With the refocus now, we are 98% Europe and 100% payments. On this slide, you see on the left-hand side the numbers related to the scope before the divestments of 2025 and 2026. Worldline had a revenue of EUR 4.5 billion, adjusted EBITDA of EUR 841 million, and free cash flow of minus EUR 9 million. What you see in the center column is our published scope governed by IFRS 5, which is the International Financial Reporting Standard for discontinued operations and assets held for sale.
Without MTS business, our revenue was EUR 4 billion, with the adjusted EBITDA at EUR 737 million, and free cash flow at minus EUR 26 million. On the right-hand side, you see the fully pruned scope, which is after all the seven divestments are excluded. Our revenue will be EUR 3.6 billion, with an adjusted EBITDA at EUR 631 million, with the free cash flow at minus EUR 72 million. For 2026, we have guided the market based on the fully pruned scope, which will be the scope going forward, which is the core of Worldline.
Looking at the performance of 2025 in a bit more detail. On the published scope of EUR 4 billion, we had an organic decline of 2.7%, including a slightly negative merchant services and a nearly 8% decline in the financial services impacted by the legacy contract terminations as anticipated.
In the net revenue terms after the scheme fees, the revenue declined by 5.2%. Adjusted EBITDA came in at EUR 737 million, impacted by an unfavorable business mix on merchant services. You see in the table below that merchant services ended up with a margin of 19.3%, down 4.6% year-on-year. Financial services published a margin at 21.7%, down 5.7% year-on-year, again linked to the overhang from client terminations from the past. Reviewing the income statement in a bit more detail, on the bottom part, you see a EUR 175 million of normalized net income, which is normalized diluted earning per share at EUR 0.63 per share. On the top of the table, you see there's a EUR 100 million cost increase year-on-year, and that's got two parts to it.
One is the inflation of cost of EUR 80 million that we have structurally offset through our cost improvements. The second part is EUR 100 million increase, again, split into two parts: half due to the scheme fees, due to the increased cross-border transactions within Worldline, and another EUR 50 million, which is due to transition costs, balance sheet cleanup, product and compliance costs that we said was important for us, and we've continued to invest that in 2026. Below adjusted EBITDA, you see the impact of Power24.
We have halved the level of rationalization and integration costs in 2025 as compared to 2024, and we'll continue to reduce that in 2026. On goodwill, you saw an amount of EUR 4.1 billion, which was impaired in H1, and we took another EUR 600 million due to the prune scope, so EUR 4.7 billion is what we impaired in 2025 on goodwill.
The second aspect as well that you see related to TSS, which is our share of Ingenico preferred shares, which we have now completely impaired the EUR 290 million based on the business plan we have received from them. If you move to the free cash flow now. Year-on-year, we saw a reduction of EUR 150 million, largely driven by the EBITDA decrease of EUR 230 million that we've just seen.
On the other side, we stabilized working capital. We halved the level of hard inventories, from EUR 70 million to EUR 30 million that you'll see in the next slide. While the interest cost increased, the level of Power24 cash out reduced, and 2026 will mark the end of spend on Power24 cash out. Relating to debt evolution, we see year-on-year, there's an evolution of EUR 200 million. Again, it's got two parts.
One part is due to the merchant portfolio that we got in Italy related to Credem, from which we've got new merchants in order to grow our business. The second one is related to the cash from discontinued operation, the asset held for sale for EUR 186 million. That's not part of continuing operations anymore.
Looking at the balance sheet now. December 2024 is not restated. December 2025 is with the asset held for sale. When you look at the size of the goodwill, that's obviously the most notable one. We went from EUR 9 billion to EUR 3.8 billion, so a EUR 5.2 billion reduction, EUR 4.6 billion that I already talked about, and another EUR 600 million due to the goodwill in the asset held for sale. We discussed in the previous slide on the reduction of inventories, halved it from EUR 72 million to EUR 33 million.
The third aspect is in terms of cash at the end of the year, we ended up with EUR 1.1 billion as anticipated, EUR 900 million in continuing operation, and around EUR 200 million in discontinued scope. Moving on to the first quarter of 2026. On a fully prune basis, i.e., without the seven divestments that we've talked about, we had a revenue of EUR 831 million as compared to EUR 835 million in the same time the last year, giving us an organic decline of 0.5%, fully in line with expectation.
Merchant services has turned positive for the first quarter. You see the +1.6%. It's the first time that it has turned positive since Q4 2024. Albeit boosted with some non-recurring positive items, we do see volume momentum in our business on both in-store and online channels. Small and medium business we said was a strategic axis for us.
We've started to stabilize the churn. Switzerland and Benelux is still in recovery phase. Enterprise is growing, especially in the mobility and self-service kiosk. We have a niche here, and we start to grow. Global commerce, travel, and hospitality has remained solid. Despite the macroeconomic factors, it has not shown an impact as of date. We addressed the digital goods recovery. We've changed the management, and we start to accelerate them. Financial services declined by 7.4%, reflecting previously decommissioned contracts. We did say during the CMD, Capital Markets Day, and during our full-year results, we have a EUR 60 million impact for the full year, which is quite linear, and we've seen the first quarter impact. We start to rebuild the growth on financial services and start strengthening our commercial pipeline.
We do see some product traction shift in the client behavior, getting more assured, especially after the capital increase, thanks to you all. Looking at liquidity, that would be my last slide. We reinforced our liquidity. In terms of cash, we landed at EUR 1.1 billion as we anticipated end of 2025. This has been reinforced with the equity of EUR 470 million, which was extremely crucial for us from the capital structure point as well, in order to keep the rating. We've got the undrawn revolving credit facility at EUR 1.125 billion, which acts as a source of funds, especially for the rating agencies, and that's without any covenants.
Additionally, the M&A proceeds of EUR 580 million received to date from the five deals and another EUR 40 million-EUR 50 million to go from the two deals that is remaining to be closed in India and Australia. The use of proceeds is the paydown of the puts. We have two puts. Pierre-Antoine mentioned Greece, now that we have owning 100% of Greece, and we paid EUR 72 million there. We'll have the put of Italy, which will crystallize over Q3.
We will also use these funds in order to retire the convertible bond of EUR 414 million that matures in Q3. Our strategy is therefore clear. The primary objective is to deleverage the company, as well as reinvesting into our business through our North Star transformation plan to then give us the longer-term of capital allocation optionality in the future as we've maintained consistently. Thank you for listening.
I'll now hand you over back to Pierre-Antoine.
Thank you, Srikanth. A few words about 2026. I hope I won't bore you, 2026 will be steered like 2025 around three main strands. Firstly, operational performance, North Star, and our ability to innovate. Firstly, operational performance. That's important because we know that 2026 is a year of transition, financially speaking. I can reassure you about the underlying business activities that we have, so as to reassure you about the progress we have been making and will continue to make.
We've defined some indicators that will enable us to be reassured about the future that our business is being beefed up, and the attrition rate for small merchants, that should be down for the full year, was stable in Q1 of 2026. We'll see also an improvement of the Net Promoter Score for each geography we have and for each business activity.
We're currently in the contrasted situation, depending on the segments we're talking about, of course. Regarding key accounts and services to banks, the big issue is to improve our order intake, because these are long-term cycles. To fuel growth of 2027, we need to take in orders in 2026. Finally, we have sustained momentum in the areas where we feel we're pretty well positioned already. That is travel and hospitality, mobility, and self-service. Second major strand is North Star. North Star 2030, with some really decisive milestones in 2026. You know our objective in terms of migration of our portfolios to our target platforms. That's what we call convergence. Wepa for Worldline Connect, that's been done. Small merchants portfolios of Ogone and Sips moving towards GoPay. Sips is the French platform that was the legacy one of Worldline.
The migration of the bulk of our merchant portfolio in Italy towards our own target acquisition platform, with several million EUR worth of savings there in 2027. In terms of streamlining, we have the objective of closing down six legal entities and handing back a license that we have, closing down two data centers, and we also intend to close down seven geographical sites, physical sites. We're talking here about fine-tuning the way we steer our action plans under North Star 2030. Finally, our innovation capabilities, as I said earlier, this is a key feature of our competitiveness in the long term.
Fundamentally, we're taking action on the experience of our customers, especially the onboarding of customers, the way in which they sign on to our platforms, with an important milestone being at the end of this first half of this year, a project that we call Launchpad, and also simplifying the life of consumers with the deployment of Click to Pay. Click to Pay will be a way of authenticating oneself more simply on the internet to not enter for your card data when you're making a payment, you can do it in a simpler manner. For our merchants, what will be important will be the position we'll adopt regarding new payment methods. That's Stablecoins, for example, to pay the merchants, or Wero I already talked about.
Wero, Bizum also, recurring payments, for example, for subscriptions, when people subscribe to video gaming platforms, for example, that kind of thing. Working a lot, we're deploying Gen AI in all of our business segments. We'll be doing an update in a detailed way on that when we present the first half results. Of course, Gen AI can contribute a lot to an activity like ours, improving the customer experience, the experience of the customers of our own customers. We can also streamline the internal management, our HR processes, our financial processes, thanks to generative AI, we'll be able to speed up our IT developments, thanks also to Gen AI.
We'll do a detailed update on that at the end of July, because then we'll have all of the feedback from operational experience over the last six months at that point. I'll come on to show you a video perhaps about what we've been doing on agentic commerce in the last few months. You perhaps know, you all use ChatGPT and Gemini and all of these new tools, I'm sure. In the U.S., 50% of searches on the internet use those platforms these days. They don't use Google anymore, in other words, typically. We consider that between five and seven years of a timeframe, 20% of e-commerce transactions will be initiated by this platform. That means you're delegating your transaction to an agent. New issues to be addressed for merchants, for consumers too, but also for banks, the issuing banks.
You've got to reassure all of the ecosystem about how it's going to happen. That is, if it's a transaction presented by an agent, it should be accepted by the acquirer, not disputed by the consumer, and accepted by the bank of the consumer. This whole ecosystem that we're building up right now will be there to enable the agentic commerce to take place. We were the first in Europe to do this with an issuer, which is the ING Bank in the Netherlands, with a Mastercard scheme. We were the first in Europe to do a transaction in that environment using an agent in real-life conditions, not just as a demonstrator effort. In this video, you will understand what we mean when we talk about agentic commerce.
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Thank you very much. As you can see, this is a version which is an assisted agent version. That means the entire journey is done with the Gemini ChatGPT, but the consumer has the hand, has the control. That is the first step.
The second step is a situation where you will tell your ChatGPT, "Find a ticket for this weekend between this time and that time, at this or that price," and you will trust the agent to do the entire transaction, and you will not have to confirm the transaction. That is step 2 of this evolution. What is very important in what we have achieved here is that we are totally integrated in the journey initiated by ChatGPT. This innovation perfectly illustrates what we want to do as Worldline. We do not do innovation just for the sake of innovation.
We innovate because we wanted to have an impact for the consumer, for the merchant, we do this in partnership in an ecosystem, which is a very large ecosystem, we can do this because of the size of Worldline. I am sure there will be a lot of questions about this, to conclude, you have understood that after 2025, where we went through this transformation, we have a Worldline now that is ready, that is strong, and that will keep on in this momentum in 2026 based on four major verticals. We are focusing on our core businesses. That is where we have the best assets to create value over a long period of time. We are resolutely engaged in a deep transformation that aims at simplifying our organization and strengthening our competitiveness.
We are extremely disciplined in the execution of our strategy with a particular attention on operational performance and value creation. Finally, innovation is part of all this. Ladies and gentlemen, I would like to conclude by saying that this year, 2025, was a turning point in the history of Worldline. We made some strong decision to refocus our activities, begin a deep transformation of our operating model. All this work accomplished since a year is allowing us to see the future more clearly, more strongly, and with greater trust. We are observing the first signs of improvement, the ongoing exchanges we have with our clients and partners are confirming that we are in the right direction. These results were made possible thanks to the work of all the Worldline teams. I would like to deeply thank them for that.
Of course, there is still a lot remains to be done, we have the foundations. We are on the right track. We are mobilized so that Worldline might be a simple, more innovative company with a good performance that it can create-
Sustainable value for all the stakeholders. On behalf of the board, I'd like to thank our clients, our partners, our teams, our shareholders, for their trust and support throughout this transition period. It's together, we will achieve this ambition, make Worldline the European payments leader. Thank you.
Thank you very much, Pierre-Antoine Vacheron. Thank you, Srikanth, for your very convincing presentation. I hope it was convincing for you too, dear shareholders. I shall give the floor now to Mrs. Agnès Park, who is a lead independent director, who is the chair of the CSR Committee, and she's going to present the CSR roadmap.
Thank you. I'm going to present the CSR roadmap of the group, which is fully integrated in Worldline's strategy, and which is followed by the board. Sustainable development is a strategic part of your company in the past 10 years, since our IPO in 2014.
The formalization of our first ESG policy in 2015, we put these stakes in the heart of our development model. Digital payment will allow us to reduce the carbon footprint of our transactions, and this activity gives us a specific responsibility in this environmental transition. Our approach is based on a material analysis that is reviewed according to the CSRD standards that guides all our ambitions and the ESG action plans. Your company is recognized for its expertise in ecodesign. The group is steering right now the preparation of the ISO/IEC TS 20125-1 standard to determine the future ecodesign standards for payment solutions and digital payment solutions. This initiative illustrates our capacity to help in the standards, and this will be differentiating for our clients. The quality of our approach is recognized by the main ESG rating agencies.
Finally, after Trust 2020 and Trust 2025, and we're finalizing the work this year, we're going to launch Trust 2030, our third transformation program, and we're demonstrating the continuity and the ambition of our engagements. After 2024, which was mainly devoted to preparing the CSRD reporting, 2025 marks a new step in our CSR transformation. The launching of Trust 2030 translates the maturity of our approach, aligned on our materiality analysis reviewed according to the CSRD standard. This plan shows our sustainability ambitions for 2030. It is based on six priorities: operational excellence, customer experience, ethics, the development of our employees, inclusion and responsible purchasing, and carbon neutrality. The board will be fully mobilized to accompany this trajectory and follow its implementation.
By 2030, this has been set by the Paris Agreement, your company will pursue its Green IT priorities and will accompany its clients in their own decarbonization while transforming its activities. The group has published its climate transition plan for Scope 1 and Scope 2, and the results are quite encouraging, with a reduction of 54% of the emissions since 2021. We are now pursuing our structuring work on Scope 3, which is the major issue for the coming years. Our decarbonization program as suppliers will allow us to determine, right from 2026, a trajectory for our transition over the entire value chain. We have strengthened our organization for Green IT, and we want to reduce our environmental footprint of our own infrastructures. This expertise is a differentiating factor for us today, and it is very significant.
2025 was also marked by some recognized progress, which was recognized by the rating agencies. Our CDP has advanced to reach level 1, and our score, EcoVadis, is at 84 out of 100, and we have maintained our platinum status. This confirms the position of Worldline as one of the leaders of the sector in terms of sustainability. The period between 2020-2025 was also marked by significant progress in terms of professional equality. 36% of the women in the group, that is plus four points, 50% of the women at the executive committee, that is plus 39 points, 20% of women among managers, that is plus six points, and 44% of women in our hirings in 2025, that is plus seven points. These results come from three different actions.
First, the development of an inclusive culture through the UNITE network, learning courses, which are dedicated, the use of nomad profiles to promote intercultural promotion. Secondly, the development of opportunities for women with targeted programs, and the setting up of the HR process, guaranteeing more equity thanks to structuring interviews and the use of artificial intelligence, promoting job descriptions that are more inclusive. Together with the North Star program for 2026, our actions will be based on three priorities. First, to make equity between the genders more sustainable in the group, thanks to several provisions that will be monitored and strengthened. Accelerate the progress of gender equality by having more attraction and develop women's talents, and strengthen the monitoring and the development of our pool of women to accompany them in their evolution within the group.
These orientations will guide our actions to pursue all the progress achieved in terms of equal opportunities in 2026. I'd like to thank Sébastien Mandron and Annica Trent, and their teams for the excellent work provided in 2025. Ladies and gentlemen, I'd like to thank you for your attention, to give the floor back to our chairman. Thank you, Agnès. I'd like to thank all the speakers for the full presentation, which was very clear. Now I'd like to present the main points of the report on corporate governance. To go back on the composition of the board, its activity in 2025, and the renewals and changes that will be proposed this year.
To begin with, I'd like to tell you that all the details, especially on governance, our activities and ambitions, figure in the Universal Registration Document 2025, the convening brochure, and the addendum that I put at your disposal, and I invite you to refer yourselves to this. The board has 13 directors, seven independent directors, four directors who stem from our shareholders and strategic partners, and two employee directors. We have a representative from the Social and Economic Committee who is invited at our board meetings, but he has no voting rights. Your board has an independence rate of 64%, 36% women, and a strong international dimension with 64% of directors who are non-French. Since 2001, the board has changed the size and changed its composition with two objectives.
First, to reduce its size that had significantly increased after the acquisition of Ingenico in 2020, secondly, strengthen the complementarity of all the profiles. This approach was pursued rigorously in 2025. It was accompanied by a renewal of its composition so as to have a greater diversity of its profiles, to enrich it with new skills, and to strengthen its complementarity. I'd like to remind you that in 2025, one director, independent, Rodolphe Savitzky, was appointed by your meeting to prepare a fluid and efficient transition for the chairmanship of the audit committee in due time. The board has taken due note of the wish of Mr. Aldo Cardoso not to renew his term as a director, which will expire this year after 12 years of commitment in our body.
On behalf of all the members of the board, I'd like to deeply thank him for the exceptional contribution he provided to our group. The rigor with which he carried out his functions, especially as the chair of the Audit and Risk Committee, and the excellence of his work throughout his term. At the end of 2025, the board has taken due note of the resignation of Giulia Fitzpatrick, who had been appointed upon the proposal of SIX Group. This resignation took place after the announcement of SIX Group not to take part in the capital of the company because of its own priorities. This general meeting is part of this idea to reduce the size of the board.
I'd like to underline that the work is carried out with the appointment committee, and we want to apply the following principles: equal treatment of all the directors; balanced representation of the main shareholders and strategic partners; compliance with the legal demands and the recommendations of the AFEP-MEDEF code to maintain a high level of independence; the complementarity and the allocation of profiles and competencies; finally, the respect of our diversity and non-discrimination policies. Now, let's go on to the activity of the board and its committees in 2025.
The activity of the board and its committees was pretty sustained, reflecting the importance of our strategic, financial, and regulatory challenges and the transformation requirements of the group. We had 21 meetings of the board that were held with an average attendance rate of 94%.
This reflects all of our board members' collective commitments. We had 35 meetings of our committees with a total attendance rate of 92%. There was a strategy seminar that was organized, enabling the board members to debate together in-depth with the key managers, especially regarding the group strategy, the market trends, and the positioning of the group. We had three sessions that were held among the board members without the corporate officers, the executive corporate officers being present, and that was in line with the best governance practices. Also we had some thematic sessions and training sessions that were held throughout the year, so as to go in more thoroughly to important topics and bolster the interactions between the board members and the main group managers on many subjects, such as artificial intelligence, cybersecurity, technology risk, security compliance, and CSR.
In an exceptional context like we had, the board also set up a specific organization that enabled it to do close monitoring of certain sensitive situations. Finally, we conducted an external assessment process, too, of the composition and the functioning of the board and its committees.
This process was part of our continuous improvement plan, and it was quite opportune in the light of the changes that took place within the board and in the management echelons in the last 18 months. It was a key period for the group. It was a crossroads for the group, and it required the board and its committees to be highly involved in many key areas. The main work of the board in 2025 focused in particular on the strategic plan. The board supported the pruning of the businesses of the group, so as to refocus on payments in Europe.
It reviewed the strategic and transformation plan, North Star 2030, that is, and it steered the capital increase that was announced on our Capital Markets Day. Financially speaking, the board monitored the group business activities, its performance, its trajectory, its budget, its financing strategy, and also took care of the quality of financial communications. In terms of audit, risk, and compliance, particular attention was devoted to the portfolio of high-risk merchants, also the risk mapping of the group, the frameworks for compliance and remediation plans, and also the interactions that were necessary with the regulatory authorities. Concerning ethics and CSR, the board pursued our climate strategy. The results of Trust 2025 set on the objectives for Trust 2030, and the initiatives that were taken in terms of human resources, diversity, disability, and ethics were, of course, reviewed by the board.
In terms of governance, the work done by the board also focused on the selection of the new CEO, the recomposition of the executive committee, the evaluation of the board, the succession planning, and dialogue with shareholders. Topics to do with human resources and remuneration of corporate senior managers that I'll have the honor of presenting in a minute, were also, of course, issues reviewed by the board. All of these workstreams illustrate the very active role and the commitment of the board in 2025. It indeed was a very intense year of work.
As to preserve the balance in the composition of the board and bolster the complementarity of the profiles we have and their correspondence with the requirements of the board, given the context and the strategy of the group, the board proposes, at the recommendation of the nomination committee, that you should approve the re-election of Thierry Sommelet, whose term will expire, and also the early reappointment of two lady independent board members, Nazan Somer Özelgin and Sylvia Steinmann. The board suggests, at the recommendation of the nominations committee, that you should reappoint Thierry Sommelet. He's been a board member since 2020. Thierry Sommelet was appointed at the proposal of Bpifrance Participations, which is one of the core strategic investors that bought into the capital increase that was finalized in March of 2026.
The stake and the voting rights of Bpifrance have now exceeded 10%, so he's not deemed to be an independent board member anymore, even though it's not a controlling interest and there is no conflict of interest. Thierry has more than 20 years' worth of experience in private and public investments in the sectors which are technology, media, and telecommunications. He brought to the board and to the board's committees his in-depth expertise in terms of governance, investment, and technology. His average attendance rate of the board and the board committees in 2025 was 87%, and that reflects his commitment and his complementarity with others and his deep-seated involvement.
In order to stagger, in a balanced way, the terms of office of our board members and limit the number of reappointments that would need to be done simultaneously in 2025, the nominations committee of the board talked to each of the board members and considered it was opportune at this point to anticipate the reappointment of two of our board members. That is Nazan Somer Özelgin, who has been an independent board member since 2020. That's proposed to you at recommendation by the nominations committee. Nazan has occupied, and still occupies, high-level positions in different groups and sectors of industry, and she has been a board member in many well-known banks and listed companies. She has wide-ranging knowledge of the banking sector and the payments industry and has sound competencies in terms of finance, audit, risks, compliance, and governance.
She's taken part in all of the meetings of the board and the committees that she's been a member of in 2025. If her term is renewed by your meeting here today, Nazan would remain a member of the audit committee and would take over the chair of a new committee, which is the risk committee, which has a key role in the governance of the group in this stage of its transformation.
The board is proposing to you, upon the recommendation of the nominations committee, that you should approve the early reappointment of Sylvia Steinmann. She's been an independent board member since 2024. Sylvia has sound experience in management and in information technologies, combined with international experience in various industries, such as IT services and financial services. She's somebody who has wide-ranging experience in terms of technology, and she'll continue to bring that to bear at our board.
She's also got sound knowledge of governance and risk management matters. Her average attendance rate at the board and its committees in 2025 was 97%. That totally reflects her strong commitment. If you reappoint her, Sylvia would remain member of the audit committee and a member of the CSR committee and would assume the chair of the new technology and transformation committee that we'll talk about in a minute.
The role of that committee will be key to guarantee the monitoring of the technological dimensions of the North Star 2030 plan. Subject to the adoption of the resolutions proposed in terms of governance of the company, the board would then be composed of 10 directors, including two employee directors, with an independence ratio of 60%, a percentage of women of 40%, and 70% of board members who would be of foreign nationality.
That testifies to the strong international dimension of our board of directors and our company. This composition would be fully in line with the legal provisions that are enforceable and in line with the recommendations of the AFEP-MEDEF code and the best marketplace practices. We're quite convinced that this configuration will enable the board to have complementary profiles, and the right skills on board, and also the right experience so as to support the group in this key time of transformation. It'll help us to defend the best interests of all of our shareholders, we feel as well. Subject to the approval of these reappointments, the board of directors will reorganize its committees so as to align them to the strategy and the priorities of the group announced in the context of our new strategic plan.
Firstly, we would split the audit and risk committee into two separate committees so as to guarantee dedicated monitoring of operational, financial, and compliance-related risks in the context of the transformation underway. Secondly, we would like to set up a technology and transformation committee so as to have dedicated monitoring of these dimensions in the context of our North Star 2030 plan.
Thirdly, we would like to merge the nominations and remuneration committee, insofar the topics addressed by these two committees are closely linked and would warrant being addressed in a consistent and integrated manner. You can see on the screen here now the composition of this new structure of our committees. The audit committee would be chaired by Rodolphe Savitzky. The new risk committee would be chaired by Nazan Somer Özelgin, and the new technology and transformation committee would be chaired by Sylvia Steinmann.
The CSR committee would remain chaired by Agnès Park, and the committee combining nominations and remuneration would remain chaired by myself. The standing committees would therefore be chaired only by independent board members. Their composition would remain balanced with high independence ratios and would be in compliance in full with the recommendations of the AFEP-MEDEF code. You can now see on the screen the matrix of the skills of the board, illustrating the complementarity and the diversity of the profiles and the skills that should enable us to support the group as best possible in this transformation process, so as to get back to growth and value creation once again. We've made available to you a detailed matrix of the individual competencies of the directors in our universal registration document for 2025 and our notice of meeting brochure.
Ladies and gentlemen, dear shareholders, thank you for your attention. I'd like us to now move on to the report on the remuneration. This report, which I have the honor of presenting to you, reflects the decisions of your board of directors when it comes to the remuneration of the corporate officers, decisions guided by three main principles: transparency, alignment with your interests, and compliance with the best governance practices. You'll find all of the details in our universal registration document for 2025 and also in the convening notice that was made available to you. Our presentation will be divided into two main parts. Firstly, the ex post say on pay concerning the 2025 remuneration, and then the ex ante say on pay, submitting for your approval the remuneration policies for fiscal 2026.
Let's start off with the components of remuneration of our corporate officers for 2025, marked by a context of managerial transition with the arrival of our new CEO. As you can see on the screen, the total compensation paid to the board members stands in 2025 at EUR 1,026,005, which remains below the total annual package that you approved. I'd like to recall too that the employee board members and the board members appointed at the proposal of shareholders did not receive any remuneration in respect of their terms of office, as was agreed. The annual fixed compensation of the chairman of the board of directors stands at EUR 375,000, as provided for in the remuneration policy. Onto resolutions 9 and 10, we're proposing that you should approve these items of compensation.
This is a pure enforcement of the policy that you yourselves approved at the general meeting on the 5th of June 2025. Let's move on now to the components of compensation for 2025 of our CEO. I'd just like to remind you that Pierre-Antoine Vacheron took office on the 1st of March 2025. The compensation policy for 2025 approved by your meeting last year comprised certain specificities applicable only for the year of managerial transition in 2025. You can see on this slide a recap of the remuneration allocated on a pro rata temporis basis in 2025, which remains quite less than the target remuneration provided for by the 2025 remuneration policy. The components allocated reflect the strict application of the remuneration policy for the transition period approved by your meeting in June 2025.
Concerning the annual fixed remuneration, given the fact that he took office on the 1st of March 2025, the fixed remuneration was computed on a pro rata basis, EUR 583,333 that is paid out on an annual basis therefore of EUR 700,000. Concerning the annual variable remuneration, this was appreciated on the basis of the objectives and the budget defined before the arrival of Pierre-Antoine within the group in March 2025, without any later adjustment being made. The criteria didn't reach their triggering threshold, so the minimum threshold of payment of 90% that was agreed upon at the time of recruitment of the new CEO was applied in line with the transition policy we had in 2025.
The 2025 remuneration policy provided also for the possibility for the board of applying a multiplying coefficient, enabling us to take account of the more qualitative performance of the CEO, dimensions which by nature are not reflected in purely quantitative indicators.
On the basis of the evaluation conducted by the Remuneration Committee, the board initially decided on a coefficient of 110% so as to acknowledge his performance since his appointment and give a concrete signal of the support of the board of directors, especially with regard to the following items: sound performance since he took office in a difficult context, the efficient management of unforeseen events arising from circumstances that prevailed before his term was started, his leadership in leading the teams and the group in general, the definition of the strategy of the group via the North Star 2030 plan, the operational launch of the transformation of the group aligned with this trajectory, and also tangible progress in stabilizing the group's business activities and the start of the turnaround.
We want to guarantee the best alignment possible with the interest of the shareholders in the year that was marked by a stock market performance that was still disappointing. The board decided, at the proposal of the CEO, to not apply the multiplying coefficient of 110% initially contemplated, and to stick with just the application of the minimum threshold of 90% provided for in the transition policy. This adjustment to reduce the annual compensation, which was EUR 525,500, was reflected in the addendum of the brochure of the 26th of May. As for the multi-annual variable compensation, I'd like to remind you that no performance share was attributed to Pierre-Antoine in 2025. In accordance with the compensation policy 2025, 100,000 free shares submitted to attendance conditions and acquired progressively over four years were allocated to him.
I'd like to go back to the context in which this allocation had been decided. At the time of taking his office in March 2025, this allocation was valued based on the stock price at the time, and the overall value over four years was then assessed to roughly EUR 750,000. This allocation aimed at offsetting the loss of rights and benefits acquired during his previous offices.
Taking into account the managerial transition in a difficult context, strengthen his profit sharing, his retention, and the alignment of his interests with yours as shareholders by indexing a significant part of his compensation on the performance of the share. Because of the drop in the share price and the increase in capital, this exceptional compensation in shares spread over four years represents a value that is much lower today. On the whole, the overall compensation in 2025 of our CEO is under the lowest quartile of the SBF 120, and it is in this framework that we are proposing you to vote upon resolution number 11. Let's go on to the compensation policy of our corporate officers for the fiscal year 2026.
As for the directors and the chairman of the board, we propose that their compensation policies remain unchanged compared with 2025, as you can see it here on the screen. The annual global envelope allocated to the directors remains fixed at EUR 1.2 million, which is stable since 2020. The fixed annual compensation of the chairman of the board remains fixed at EUR 375,000. He's not eligible to the compensation of the directors. Let's go on to the compensation policy of our CEO in 2026. As you can see on this slide, the structure proposed for 2026 is related to the performance and characterized by a significant component in bonus shares to ensure the retention effect. More than 70% of his total compensation is directly related to the performance, translating a strong alignment with value creation for our shareholders.
Besides, this compensation policy is relative because the nominal part is aligned with the lower quartile of the SBF 120, the multi-annual variable share in shares is under the average for most of it. For the last year, we want to strengthen the profit sharing and the success of the transformation plan, the North Star strategy, to reinforce the alignment of the interests of the shareholders. As for the annual variable compensation, the board, upon the recommendation of the Compensation Committee, would like to have a more demanding framework than the one retained in 2025 in the context of managerial transition. The minimum payment threshold of 90%, which was specific for the managerial transition period, has been removed. No payment will be carried out if the accumulated rate is under 60%.
The mechanisms are followed by a fixed cap of 150% of the fixed compensation, which is a clawback mechanism. As for the compensation policy or the variable multi-annual compensation, the board proposes a system adapted to the group's context so as to preserve the incentives and which will follow the group's transformation. We plan to allocate performance shares, the number must correspond to the amount of EUR 1,000,050, or 150% of the fixed wage instead of 100% planned last year, calculated based on the average of the closing price of the three previous months according to the attribution date. This system is submitted to performance conditions appreciated during the period 2026, 2028, determined on the basis of the budget, which is approved each and every year by the board. A mechanism limiting the compensation possibilities have been set up.
If the financial criteria do not reach their threshold, the overall financial pillar will be capped at 70%. No compensation between the financial criteria and the CSR criteria is possible. The objective to this plan, which is characterized by a close link with the group's performance and its value creation, this is to restore an efficient clawback mechanism, to align the interest of the shareholders over the long term. This policy will be the subject of a re-examination in 2027, according to the group's situation. Let's end with the free share plan 2026. This plan will be the subject of the 25th resolution, which will be submitted to you later on.
The overall envelope required stands at 3% of the share capital. This envelope takes into account the current market context with the low market value. The group wants to encourage its key talents to realize their transformation and find the path back to value creation. This plan is there to accompany the group's transformation and support the commitment of the managers and key contributors and strengthen their alignment with the long-term performance of Worldline.
It is exclusively on performance shares, submitted to very demanding conditions, which are set each year by the board. Ladies and gentlemen, dear shareholders, I'd like to thank you for your attention. I'd like to now invite Mr. Josselin Vernay from Deloitte & Associés, representing the joint auditors, to present their reports for the 2025 accounts and the financial resolutions that will be submitted to your approval.
He will also present his report on the sustainability reporting. Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on behalf of the joint auditors of Worldline, Deloitte, and Grant Thornton, I will tell you about the execution of our missions for the 2025 accounts. We have issued 10 reports, nine on resolutions submitted to your approval and concern the annual financial statements of Worldline SA, the consolidated financial statements, the operations of the capital planned in the resolutions that will be submitted to you. That means resolutions 16, 17 to 21, 24, 25, and 23, and the related party agreements. One report will not have a resolution. This concerns the certification of information on sustainability, which figures in the group's management report. I suggest not to read our reports, but to summarize the main points.
First of all, as for the report on the financial statements, our report on the consolidated financial statements presented from pages 2030 to 2,234 of the URD and the one on the annual accounts on pages 307 to 310. Our work, in compliance with our professional standards, can give you a reasonable assurance that the consolidated accounts do not bear any material misstatements. Our audit plan as well as the conclusions were presented to the audit committee and the board. Our two firms worked in France and internationally in all the significant entities of your group. Our approach and our diligences have been adapted to the various activities of your group so as to take into account the specificities in terms of regulations, risks, organization, internal control system, as well as the important or non-recurring operations.
Within our framework, we have paid particular attention to the application of the booking principles to review the various material misstatements. Our reports on the accounts state the key points of our audit as well as the diligences we have implemented to meet them. For the annual financial statements, only one key point has been identified. That is the assessment of the securities.
For the consolidated financial statements, we have paid particular attention to three points. The assessment of the goodwill, which stands at €3,840,000 net value at the 31st of December 2025. The booking of the revenue stemming from the transactional activities, the classification, and the assessment of the assets held so as to sell the discontinued operations in the compliance with standard IFRS 5. Our reports include a technical observation in application of the ANC regulation, which is compulsory from the 1st of January 2025 onwards.
We've also proceeded with the specific verifications planned with our professional standards. We have no observation to make about that. We have issued five reports on the delegation of the capital operations on which you'll have to vote in resolution 16, 17, 21, 23, 24, and 25. That is resolution 16 on the reduction of share by the cancellation of treasury shares. Resolution 17 to 20 confirm so that your board can issue in one or several times shares and various securities with the maintenance or the suppression of preference subscription rights. Resolution 23 for the increase of share capital. 24th resolution, delegation of competence to the board 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.
Resolution 25, authorization to the board of directors to grant free shares issued to be issued with the waiver by shareholders to their preferential subscription rights to the employees and corporate officers of the company and its affiliated companies. This is presented in the board's report. We have carried out all the diligences in compliance with what can be applied in France. As for resolution 16, we have no observation to make on the clauses of the reduction of share capital. As for resolution 17 and 21, we indicate that to determine the issuing price, since they have not been fixed, we cannot give our opinion about the choice of the calculation of this issuing price and its amount.
As for resolutions 18 and 19, we have no observation to make on the conditions to determine the issuing price, but the definitive conditions according to which the issuings will be carried out, since they have not been fixed, we are not going to express any opinion on this because of the suppression of the share capital rights. Resolutions 24 and 25, we are not expressing any opinion on that, nor on the suppression of the preferential subscription rights. Resolution 25, we have no observation to make on the information given in the report of the board. We will establish additional reports in case we use these delegations by your board. Finally, we have issued two specific reports on related party agreements. One special report, which was presented on page 311 to 314 of the URD.
We inform you that we were given four new conventions authorized since the last general meeting, and two after the closing of the accounts. The four new conventions are the following: the conclusion of two subscription engagements signed on the 5th of November 2025, on the Bpifrance Participations, the other one with Crédit Agricole S.A. for the extraordinary general assembly on the 8th of January 2026. The conclusion of an agreement letter signed on the 5th of November 2025 with the Crédit Agricole Payment Services and CAWL formalizing the conditions for the implementation of the phase 1 of the merchant magnetic partnership.
The conclusion of a standby underwriting letter signed on the 8th of January 2026 with a banking syndicate for the increase of capital and to maintain the special subscription right and an addendum to the engagement for subscription of the Société Crédit Agricole S.A. and Delfinances signed on the 3rd of February 2026. We have no observation to make on these conventions. We finally issued a special additional report related to one convention authorized and concluded after our initial special report on the guarantee contract for an amount of EUR 250 million, concluded on the 11th of March 2026 and authorized by your board on the 10th of March 2026. We have no observation to make on this agreement. Ladies and gentlemen, dear shareholders, I do thank you for your attention. Thank you, Mr. Vernay, for your presentation.
Ladies and gentlemen, dear shareholders, I now suggest we go on to the questions and answers session. The company has not received any written question transmitted from the shareholders in due form and within the time permitted. We're going to answer the questions in the room. For those following our meeting remotely, you can also put your questions on the internet via the online broadcasting interface. For your questions in the room, I suggest you raise your hand if you have a question, and a hostess will give you a microphone. Please be concise so that the other shareholders might be able to put their questions, and the secretary will transmit the questions put during the meeting via the platform online. To begin, I see that there are already two questions online. I'll take the first one to begin.
The question is the following: BNP Paribas and Crédit Mutuel have become strategic major shareholders after the capital increase. Did they ask to hold a seat at the board? The answer is no. Whether it's BNP Paribas or Crédit Mutuel, they've told us that for the moment, they do not wish to be represented at the board. Therefore, we will remain with the representatives from Bpifrance, Crédit Agricole, and SIX.
Are there questions in the room? Yes, sir, you're the first one. Ladies and gentlemen, good afternoon. Eric Bourgade, individual shareholder, and I hold many shares. I have two questions. My first question is on the managerial execution of the recovery plan. First, I would like to thank you for the Mercato 2025 carried out by Mr. Vacheron. This was done for the key positions in the company. This was really welcome. Congratulations.
You have a road map which is worthy of the Champions League. Thanks to this organization, what specific indicators, what regulatory or financial milestones should we examine and watch and monitor closely in the next 18 months to validate the trajectory of our 2030 plan? That's my first question. The second question, very quickly, which concerns the alignment of the technologies, the relevance of the solutions catalog, and the infrastructures. In the industry, the general manager of Valeo, Mr. Périllat, said that he would confirm that the technological choices of Valeo were structurally the right ones vis-a-vis competition. What about Worldline? Can you confirm today that our convergence platforms and our current acquisition tools are perfectly aligned with our customers' needs, and that you have the necessary head start to fight against our competitors? Pierre-Antoine, can you answer this question?
As for the first question, I presented a few indicators that we are steering, which are the indicators. We have three types of indicators, the operational performance indicators, the ones that I mentioned, the attrition rate of the small merchants, the evolution of the NPS, the evolution of the number of orders in the two segments, companies and the financial institutions. They will help us, and you have to follow those milestones.
The second criteria is the progress in our transformation plan. Here we have on a quarterly basis, this is based on the convergence of our platforms. At the end of June, the fact that we migrated the portfolios of small merchants, Ogone and Sips on Ogone, and the fact that we are closing down Ogone. The migration of the portfolio of Italian merchants on our acquisition platform. These are very concrete facts.
The closing of some legal entities, the closing of certain sites. This is something concrete that we are steering on a quarterly basis. The third element is our ability to innovate. As you're saying yourself, we are in an industry where innovation, adaptation of the supply to demand is very important, and we have some milestones that are clearly identified products or solutions that we would like to launch during the year. What's most important for our customer experience is our onboarding portal, which we call the Launchpad, and we will have the first version this summer before the publications of the first half.
As you say, steering performance has to be underpinned by very operational indicators, and the financial side will follow on after that.
You talked about our products and so on, being in line with future needs and enabling us to be a winning team. I'd be more humble than the boss of Valeo. I'd say time will tell really, whether we've got it right in terms of the products we've produced or not. What reassures me, there are a couple of things. Firstly, the fact that key accounts like the SNCF, the SNCB, Cdiscount, the Fnac company, they're not small players. They've all decided, after calls for tender, to migrate to our target platforms. It's the customer has made those choices, so that's very reassuring. The other thing that reassures me is that the migration of our Italian portfolio is going very well.
That means that we have here a product that's in line with merchants' needs, and that delivers the service expected of our go-to-market segments. Thank you very much. Are there other questions? There's a gentleman there raising his hand towards the center of the room.
I'd like to go back to the message you put into your brochure. You said at one point, just looking at the brochure here, that we're fully aware that the fact of coming back to regular growth and improving the cash flow of the group will require sustained execution over time. The question is very simple. I'd like a figure to be put on the word time. It's going to take time going forward. How long?
We have North Star 2030 already, as you know, and the objectives we've set for the company by 2030 are well known. 2026, we all know, is a year of transition and setting the foundations down. After 2027, we'll start getting back into a positive free cash flow situation. They're the milestones we've set down time-wise. The turning point is going to be 2027. Our objectives in terms of growth rate and cash generation in the full year, 2030.
Thank you. My second question concerns an accounting item. I don't understand why the depreciation of the impairment of the goodwill is at such a high level. It represents almost all of the accounting losses, the book losses. How come? How come the amount is so high in terms of the impairment of the goodwill? Why is the figure so high?
Would you allow me to
Answer in English, if you don't mind. I'd prefer it. Thank you.
Billion euro of debt impairment in H1, the first semester of 2025, because that's the time that we reviewed the business plan. I think that was the first quarter that Pierre-Antoine joined Worldline and felt that the previous business plans that we had was higher. Also, the payment sector was going down, and most of our competitors still had a mid-single digit, and now some of them are in the low single digit. We took an impairment of EUR 4.1 billion then, and that business plan was very similar to the one that we presented then in the Capital Markets Day. On that basis, we would not have needed further depreciation. The EUR 4 billion is really coming from a reduced growth rate going forward.
The second EUR 600 million that we took in the second half of last year was really a reassessment given the scope we had started to prune in terms of our divestment. That's why we had the EUR 4.1 plus the EUR 0.6, EUR 4.7 billion. Now we are at EUR 3.8 total.
There's a gentleman in the same row with a question, too. Thank you. Yes, I'm a retail shareholder myself. I have a few questions. We had EUR 580 million of divestments in 2025, and that brought down the cash by EUR 186 million. Is that right? You sold off EUR 580 million's worth, but on the other hand, there were EUR 686 million of cash less. If we do the difference, we can understand what was the gain before the disposals. Is that right? You talked about the dynamic.
You said there's a good dynamic in travel and hospitality and self-service. Well, we don't travel every day, but we tend to eat and go shopping every day with tier 1 retailers, and these are industries where your market share increases would tend to be going up less than elsewhere. There are also existing customers that have migrated towards new solutions, you said.
Does that mean that our new solutions by and large are more expensive or less expensive for those clients? Is there more competition or what? When you renew with those clients, there might be additional services, but overall, what's the total amount over the period of the contract? Is it maybe lesser, perhaps, given the competitive landscape? You want to close down some data centers. Two data centers, I think. Could you tell us more details about that? Another more generic topic. When we ask for an admission card, we are moved over to Votaccess, and you've got to go through different slides and say, "I want an admission card for this meeting," and you want to download and so on. There are all sorts of steps along the way. How come the process isn't streamlined?
It should all be available on one page for Votaccess, I think. It would make it simpler for people, if you don't mind me saying so. The simpler the process is for your clients or your shareholders, the better it'll be for everybody. Thank you for those points. Charles-Henri will answer the last question in a minute, but Pierre-Antoine will probably start off with the second question, and Srikanth will perhaps take the question on the cash following the disposals. Mr. Vacheron. Yes.
There were lots of questions in your second question, so I'll try and not forget anything. Obviously, each segment, each go-to-market, each vertical, has its own dynamics that are specific. If you look at the dynamic of a given vertical, you have to look at the competitive landscape around you. As Worldline, we've got to look around us, and that's how we've got to reason.
Regarding the verticals as a whole that are connected with the development of consumption, while the dynamics are pretty buoyant, I would say, depending on the vertical. Typically, we all know that textiles aren't fairing very well these days. No matter what performance, you may have an excellent value proposition, no matter how good the performance is, it'll tend to go down no matter what. However, if you're in tier 1 volume retailers for food, especially hard discount stores, you'll have more growth, but the margins will be lower. That's the way it is. We've got to live with that. Each quarter we'll have a more or less strong dynamic on the net revenue figure that we'll achieve and so on. That's the first answer.
Where we see a lot of EVs being charged at charging stations and service stations and so on, we would hope to be present because there's a lot of activity going on there, and that's where we are present and more and more present because we're very present in the ecosystems of that kind of charging station, for example, for electric vehicles. We've had growth of 8%, for example, in the first quarter of this year in that segment. That's one-third of the enterprise vertical of Worldline. That's worth looking at. For travel, we're very well integrated into the ecosystem there, too. We've a strong position in that particular vertical, and that is very buoyant, not necessarily because of local customers, but because of the transcontinental clientele, as we used to call them in the old days.
When it comes to the price dynamics, the world of payments is a world where prices are under pressure. It's also one of the reasons why the convergence of our platforms, the automation of our processes, will be worthwhile. Because if you've a price drop, well, what's important is to drop your cost faster than the price drops, so as to lock in your margins, and we're fighting on that.
In 2025, we do a quite substantial drop in our contribution margin, the level 1 of the margin. What we said was that 2026 would probably be still of the same ilk, and it's as of 2027 onwards that we'll level it off, stabilize the contribution margin by availing of the rationalization of the platforms, the automation of the operations, leveraging our ability to sell more products for the same merchant.
That's why we're pushing forward the dynamic prices for merchants. Now, on data centers. This is a journey we're on. It's been going on for a while, and will continue. We want to reduce the number of autonomous data centers, legacy infrastructures, we call them, in Worldline. We are continuing to do that in 2026, after 2025 already. There are different directions we're going to go in. We can have autonomous data centers for some of them, or else we can migrate towards our sovereign cloud, because Worldline is characterized by a sovereign private cloud that we operate ourselves, which is very virtuous for banks and Tier 1 retailers. Also, we want to migrate to public cloud services with a palette going from Google, with which the group had entered into a rather large agreement some years ago, and AWS.
I'd like to avail of the opportunity, says the chairman, to add in the question that came up online before I let Srikanth answer the previous question. What's the risk of delaying in execution regarding convergence of the platforms? What's the risk of delays? Well, there's always a risk of delays because we're talking about IT projects.
Now, the good news is that as we speak, when it comes to the projects we rolled out for 2026, we're really on track, even ahead of ourselves in some cases. I think the convergence of platforms, to explain what it's about, in Worldline's context, we've chosen a strategy, which is to elect target platforms to which we'll migrate our portfolios of merchants. It's not take two platforms and put them together, merge them, or anything like that. No. We'll take a target platform, a to-be platform that's already been modernized.
We'll do some marginal adaptations to come into line with market needs, and we migrate our portfolio of merchants over there. It's a simpler thing to do than merging other platforms. Merging platforms together, I mean. Okay, well, thank you. Srikanth.
There were two parts. One was the EUR 580 million that you mentioned. The EUR 580 million, which we have banked to date, with another EUR 40 million to EUR 50 million to go for India and Australia. The total amount that we said that we'll get from the M&A proceeds was between EUR 590 million and EUR 640 million.
With the EUR 580 million and EUR 40 million to go, we are in the range that we had said earlier. That's one. The second part is your EUR 186 million of cash that you've mentioned. Part of this, and that goes on top, such as the one in Switzerland where we did the divestment. We've got that cash from the EUR 186 million. It was roughly EUR 40 million, and we got that paid on top. India is something which is still to be done in H2.
As we said, the equity value was higher than the enterprise value, because we have cash in India. We'll get paid when we close. Same thing in Australia. In terms of the mobility transaction services, they have a longer time to finish the completion accounts. With that, it'll crystallize in H2. When we come to H2, we'll show you exactly how much of the cash has been brought back into Worldline or paid as part of M&A. Of course, EUR 186 million was in December 2025. By the time we had the closure, the cash had moved up or down. We'll give that full account when come to H2.
Concerning the voting process. Votaccess. Mr. de Taffin, as you were saying, it's a platform that's used by the bookrunners and for issuers to take account of the polls and the admission cards. This issue was reported to us already, and we'll be pushing it forward as well, in the direction you've suggested. We'll try and simplify that process. I still have another question online, said the chairman.
Hello. I would like to know when the planned cuts to personnel, 7% per year, cost will start.
Okay. Mr. Vacheron. What we're talking about here, it's 4%-5% of cutbacks staff-wise in Western Europe. That's the scope outside of the global competency centers. That's already been started, that process, because if I look at the period since the 1st of January of this year, in a reduced scope, because we lost, as you know, 30% of our headcount with the divestments we made. We went from 18,000 down to 13,400 people because of the disposals. 30% of a headcount drop, and 10% of a drop in the revenues. Regarding the remainder, we've got about 10,000 people in Western Europe. Out of the 10,000 people in Western Europe, we've already got 200 people who have left since the start of this year. What we've got to bear in mind is the process we've adopted is not unique to Worldline.
It aims at being supported as much as possible by a process of voluntary leavers, and there's the natural attrition as well. With the 4% to 5% total objective for the whole of the planned period, per year, we have voluntary departures, voluntary leaves, 6% or so per year.
The process we've embarked on aims at replacing as much as possible the people who leave on a voluntary basis by internal skills, people we train, whom we reskill. We've got a very far-reaching plan for training, for reskilling of our employees, so as to reskill them for these posts so that we can manage the 45% in a less costly manner. That's why we haven't got that many restructuring costs in the plan. Also we want to give a chance to insiders, to employees already in the company, to be reskilled, and move on to a new post.
Yes, sir. There's a gentleman towards the front of the room with a question who is waiting for a microphone. There's somebody at the back, sorry, who has a microphone already. Sir, yes. I'm an individual shareholder. You mentioned the experience of lots of people in the board of directors, and you're suggesting that certain members should be reappointed.
Some of those people led us into almost bankruptcy. Second question, what about remuneration? We keep on hearing this at all the shareholders' meetings, that we've got to increase the remuneration because we're below the market average. I don't know how you compute the average. We keep on hearing this every day in all the AGMs we go to. I'm an individual shareholder. I've lost a lot of money, and this failure of the company was because of a lot of blunders. Thank you. The Chairman.
Firstly, regarding the remuneration, there is no increase in the remuneration proposed today. I'd like to reassure you about that. What is proposed for 2026 is the strict application or enforcement of what was voted through in 2025. No increase, therefore, that's been planned as such. Secondly, your appraisal regarding our board members. Firstly, the fact that we're here today indicates that the company has not gone bankrupt. It's gone through difficulties, yes, indeed. The role of the board of directors in this current composition with the reappointment of the management teams as well, is supposed to address the difficult situation that the company found itself in.
We're totally convinced that the people currently in the board of directors, speaking as chairman of the board, I consider all those people to be totally fit for the purpose, professional and competent people to help us to turn around the company.
[Non-English content ]
Another question here at the bottom.
Good afternoon. I'm a bit bitter because I was since 25 years at Ingenico. You see, when you're loyal over the long run, I thought I would be a winner, but I'm a loser. We had this beautiful company, Ingenico. I'd like to pay tribute to Jean-Jacques Poutrel, the founder of Ingenico. He had created this company, and I really liked him. Here I feel that what's happened, I've lost everything. What I'd like to know, because I'm nostalgic about that company, and I believe that you've sold off the hardware. What is left from Ingenico within Worldline? That's my first question. I'd like to know that. I have a second question. You were talking about the board. There are a lot of non-French people, directors.
You were saying that Worldline is an international company, but I'm a bit shocked because the name sounds British or American, but you are working in Europe. Do you have ideas about going onto other continents? In Europe, if you work well in Europe, what is your market share per country? Do you know what is your market share per country? Thank you.
Well, I do agree with you. The name Worldline was chosen quite a few years ago. I don't exactly remember when, more than 10 years ago. The level of ambition in those days was different. As for the international aspect, I will let Pierre-Antoine complete my answer. France accounts for a small part of our revenue.
We are active internationally. We're based in France. It's a French company, but our activities are carried out abroad, mainly. By abroad, after the cleaning of our portfolio, we are mainly based in Europe. Mainly European. Yes, I do confirm we are mainly European. As for Ingenico, Worldline has indeed sold the hardware.
That was some three years ago. As for the terminals from Ingenico, I think it's a good decision because the terminal section of Ingenico at Apollo, now they're part of Apollo, they have a lot of difficulties. As for what's left of Ingenico, these are all the activities in Europe that have been bought over by Ingenico to redeploy them in the payment services. GlobalCollect, Axess, that was bought over in 2006 by Ingenico. That is our core offer for large merchants. Payone in Germany, a major part comes from Ingenico.
GoPay, that's the rest of Ogone that had been bought by Ingenico. The success of Worldline today is due to Ingenico. A major part, not the whole of it, but a major part. Worldline is probably one-third coming from Ingenico, a major part coming from SIX. SIX is our engine for acquisitions and equensWorldline that have been set up and bought over by Worldline. That's your second question. As for your third question regarding Europe, we have positions which are very significant. France is not the major part of our revenue, but in France, more than half of the transactions in commerce goes via our platforms. All the major companies go via Worldline platforms. When you do an e-commerce transaction, your authentication is carried out by Worldline for three-fourths of the banks.
If you look at Belgium, the Netherlands, we have very strong market shares, whether it's on the side of the banks or on the side of the merchants. In Germany, we hold 40% of the market, so we have a strong position. In Switzerland, we have even stronger positions between 70% and 80%. In Austria, our position is very strong from the banking institutions because we process most of the transactions from the banks. In Greece, we hold 30% of the market. Italy, we are around 20%, Sweden, around 20%. We're not that strong. We are deeply anchored in Europe. In the U.K., yes, we are not that strong. We are stronger for the acceptance of large merchants like Sainsbury's. They go through our platforms. We have a small portfolio of small merchants, and they go through partners.
We have a license to operate post-Brexit in the U.K. I have another question that was put online. The European sovereignty, is it an opportunity for Worldline? Yes, clearly. Worldline is the only European player which is present in all these geographies, and it's a player in sovereignty. We're not a public player, but the fact that we have European technologies, we have a hosting in a cloud that is sovereign. We are considered by banks and large merchants like one of the players of European sovereignty. This is a differentiating factor in our calls, especially for the banks. Yes. Good afternoon. First of all, I'd like to congratulate you for the European refocusing, which is a success, especially with the disposals that were finalized on the 1st of June of mobility, e-services, transactional web. The operational engagements are held.
For 2026, you are still anticipating a negative free cash flow, minus EUR 70 million to minus EUR 80 million, if I'm not mistaken. I would like to have more information on two pitfalls. Free cash flow that will be positive, first. As for your restructuring plan, it is associated to Worldline's track record. The restructuring costs and IT optimization costs are always above what is budgeted. That's a fact.
The second point, if I'm not mistaken, you are in a business where there are a lot of fixed costs. How can you guarantee that there will not be a violent scissors effect with this drop in the revenue after this refocusing and increase in the costs? After this return to a positive free cash flow, which might be temporary or which is factual. From which quarter onwards do you have visibility about this?
Thank you. I will begin. Srikanth will continue, will complete. The first point, today, our costs are held, our restructuring costs are held as planned. We are steering the way we are managing departures, the exceptional investments, so that we might not drift considering our budget that we had fixed. The second element, most of the disposals carried out did not use our European platforms.
The fact that they are leaving, this is not translated by lesser absorption of fixed costs. The third element, this is why we are converging our platforms on our target platforms, that is to better absorb the fixed costs. To give you an idea, the fact that we are going to migrate our Italian portfolio to our target acquisition portfolio, that is a full economy of EUR 30 million in 2027. It is a substantial amount.
All this explains why we are confident, considering our margin and our convergence, that we will go back to a positive cash flow situation from 2027 onwards.
Say that in 2024, we had a restructuring cash-out in excess of EUR 240 million. We say in 2026, it's more in the range of EUR 170 million to EUR 180 million, and progressively in 2027, we go to EUR 100 billion plus. That's the level of reduction we've got. When we look at the North Star plan itself, it's a staged plan, so we can accelerate or decelerate on a given year, but globally, we are comfortable with the level of cash outlay needed.
Hello. I heard and read that you're planning to bring together your shares 1 for 40. The poor people who have less than 40 shares, what's going to happen, and when will this reverse share split begin? Well, this reverse share split has been announced, and it is ongoing. It will be finalized in a week or 10 days from now. The amount is such that for 40 shares, for one share, there can be share fractions. If you have a number of securities that is not a multiple of 40, the amounts will be relatively limited, and if it is the case, they will be compensated for if you do not have this number of shares.
The conversion will be carried out automatically, and for the shares that will not be included because you will not have a multiple of 40, your share fraction will be compensated for automatically. During this period, you can buy some to reach this multiple of 40. I'm sorry, the person is not using a microphone.
The shareholder asking the question is not using a microphone. The interpreters cannot hear him. Do you trust the company will be able to do this? I cannot answer the first part of the question. It is not my role, but I can answer the second part of your question. As for the trust in the future of the company, and here there's no doubt, the answer is yes. A few more questions. Very quickly. Yes, sir. I have the microphone, sorry. I am an individual shareholder since a very long time.
Several small questions. The auditor, statutory auditor, talked about the partnership. This had been presented with a lot of ambitions with the Crédit Agricole. It was called CAWL. I'd like to know more. I'd like to know if you have some important ambitions via this partnership. The increase in capital confirmed your piggybacking with banking partners that are very powerful. The Crédit Agricole, BNP Paribas, Crédit Mutuel has just entered. What is this going to provide you in terms of security? Do you expect some commercial partnerships between these fund investors and Worldline? The last question, this is to add to what the gentleman just said.
I know you don't make a lot of comments on this. What do you expect in terms of revaluation, or can you comment the difference between the value perceived of Worldline and the share price, which is not that good? Thank you very much. As for CAWL, the partnership with Crédit Agricole is present today. It is alive today because the acceptance, the technical part of the services we provide to the merchants. Since last summer, the Crédit Agricole, in its regional Caisse distributes our e-commerce offer. In the entity that is held by Crédit Agricole, since a few weeks, we have begun pilots for acceptance with the proximity merchants, modern solutions, and this is present in four regional Caisses. This is a partnership, in the world of acceptance, it's working well.
We have won some major merchants together. Worldline is providing acceptance with Ingenico and its platform, the acquisition from the financial point of view of this term of Crédit Agricole. That's the first answer. The second answer, I already communicated, especially after the presentation of the strategic plan, the ambitions we had for this partnership was quite disconnected from what had been announced initially, for a very simple reason. We are trying to clinch a partnership that will create value for Worldline too. One of the major assumptions was the transfer of a merchant portfolio that was not profitable, that did not correspond to our criteria. Based on that, we refocused our partnership with the Crédit Agricole on acceptance. We can provide something specific to Crédit Agricole without having negative margins to absorb on the side of Worldline.
Since the French market is a market that is quite difficult, the assumption that by removing the portfolio of the bank, we could increase our prices, we thought that that was not very realistic. It is a partnership that is working well. It is less ambitious than the original ideas, it is a partnership that must create value for everyone, including Worldline. This is why we have refocused this partnership on acceptance. All these elements, to reassure you, this is the assumption we've taken in our financial trajectory for 2030. We have a more reasonable approach for this partnership. The before last row. Thank you. Good afternoon. Shalika, individual shareholder. I'm very unhappy because of this stock exchange disaster. I really wonder how it was even possible. Three question, this stock exchange disaster, how can you explain it?
It's just incredible, this whole chain of problems, of revelations. How can you explain that no one in the company could say anything, was awake enough? How come you didn't know about the soft signals? The directors, none of you even noticed anything. I don't understand why this happened.
The second question, I need proof for the future regarding the acceptance of the management of the company. Page 480, you talk about the financial transactions of the directors. There are only two people, the chairman and CEO, who have bought securities since the 1st of January 2025. What about the others? Were there transactions in 2026? This report, is it only for 2025? Who bought? When a director, when the management buys, is nothing better than that for me. That's the best proof. Finally, for the future, why, Mr. Chair, you don't invest more?
You are investing EUR 30,000 of purchasing and EUR 65,000 for the CEO. Why aren't you taking an example from the manager of Atos, who has invested EUR 9 billion in the safeguarding plan? It's a proof of trust, there's nothing better, according to me. Thank you for your answers. First of all, you have to have the EUR 9 million before you can invest them.
The point on the personal investment of the directors, in our internal rules of procedure, we have a minimum threshold, but it is not relevant anymore today because of the share price. It is up to each director to decide that he wants to buy or not. As you might have noticed, personally, I have bought a few in 2024, I've bought a few in 2025, and I bought some in 2026. Unfortunately, in France, it is not possible.
It is not authorized by law. We cannot compensate the directors through shares. This would simplify a certain number of things, though. According to me, this would allow us to have a better alignment with the interests of the shareholders. We are complying with the law, it is up to each shareholder or each individual director to buy or not. When we look at the number of securities held by the shareholders, some of them bought them at a price of EUR 20 or more. There was a significant loss in all these purchases. If I take my personal case, as far as I can remember, the average cost of purchase was EUR 5. You see, compared to EUR 0.30, I didn't make a good deal here.
As for the stock price last year, there was a whole series of events which began with certain revelations, disclosures that we examined in detail. As very often in the press, there are a few truths, there are also a lot of exaggerations. The press is free to express itself, that's what happens. That wasn't very serious. What was very detrimental is that we were submitted to massive attacks from speculative funds, we couldn't defend ourselves against them. As very often, these speculative funds hunt in herds, they led us towards a downward spiral. I do not know if you've seen this, for those who know about the stock exchange, at certain moments, the number of securities sold openly represented 40% of the number of securities that we have, the short, therefore.
These are record percentages, and this lasted for months and months. There were massive sales of shares, of shorts, and the share price just collapsed. This has nothing to do with the operational performance, the intrinsic performance of the company. I would say that that is the risk of a listed company that does not have any major shareholder with a float, which at the time we were at 65% for the free float. This led us to speculations. It's all fine when it is bullish, but here these were shorts and massive shorts, and this led to the speculation. The more it went down, the more there was shorting. That's the only line of defense that the board has in this case. It's to work on the operational.
This is what we did with the almost total renewal of the management, with the new strategy, with the strengthening of the internal controls. A lot has been done. It isn't always visible from the outside, but I can guarantee you that the company we have today is not at all the same as the one that existed two years ago. I can guarantee that to you. As Pierre-Antoine said, and as he reiterated it, this transformation requires some amount of time. We will not have sensational results in the first half. We have to be realistic. It takes time. The board, myself, and the management, we are all convinced that we have the right strategy, and we're on the right track to make sure that the company recovers.
I'd like to just add a few comments of my own, if I may," says Mr. Vacheron. Obviously, the situation of the stock price right now, nobody is happy about it. I'm the first to say that. Given also the reinvestments that some of you have put in when we did our capital increase, the way in which the stock price has trended since that, well, wasn't in line with what we were hoping would happen when we rolled out the transaction.
I can say at the same time that we are not sparing in our efforts, and Srikanth is talking to our major investors regularly the whole time. To give you an idea, when we did the capital increase, we saw more than 100 institutional investors, so as to convince them to come and join us, to onboard them into our shareholder base.
We had 123% over-subscription. When you remember the context, too, you recall that it was 15 days after the start of the war in Iran, and Nexi, our major peer, was running at a discount of its real value on the market. If you look at the performance of Worldline compared to our peers since the start of the year, we're comparable. Unfortunately, only comparable to what our industry is doing. That's Nexi, the Italian company, Fiserv, the American company. We're doing better than Adyen, which has gone down in value quite a lot since the start of the year. It's the institutional investors that actually do the work that will change the way stock prices move, and they judge us on the base of our results.
They say, "What you've been doing is good." If you look at the analyst reports, that's what they say in their reports, but they're saying that we will come back to Worldline when you produce the results quarter in, quarter out. We've just got to be patient. Bide our time, because the financial analysts, some of them are starting to change their recommendation. One of them has gone into a positive recommendation already. They're starting to change the recommendations. Jefferies is the one that's gone positive on us now. We're on a journey that'll be long, but we do hope it'll end up producing results. When you've got two or three analysts that start making a move, that hopefully will generate moves by others too. The results have to be on par with expectations to do that.
Credibility is about something you build up quarter in, quarter out. You can lose a lot of credibility all of a sudden, but it takes several quarters to build it up again. I have a question here from somebody online on remuneration. The chairman, just to clarify, I was talking about the cash remuneration earlier. As I indicated during the presentation, the cap concerning the long-term remuneration, share-based remuneration, went from 100% to 150%. Just to clarify that because somebody online has raised this question in writing. I have time to take another couple of questions. There's a gentleman here waiting for a long time to ask his question. Please go ahead. Yeah. The value of the stocks, well, we've lost 99% of the worth in five years.
Would there be any solution, whereby Worldline would disappear and in exchange, if our shares were sold off, we could have shares of a U.S. competitor instead, Adyen? If we get EUR 1 out of the EUR 100 put in initially, if Worldline were to go by the board, couldn't we get other shares instead of losing 99% of the value? Now, my second question is the following. You have a competitor called Stripe. They have about the same revenue figure as yourselves now, EUR 5 billion worth. In EUR, it's similar to yourselves. They have one half of the headcount. How do they manage that? What's Worldline doing wrong, in other words? The same revenue figure, but twice the headcount compared to the other company. My third question is the new means of payment, Wero in particular.
What is the impact on the margin on the EBITDA of a Wero payment compared with a card-based payment?
Thank you. I'll ask the first part of the first question, and then Pierre-Antoine will take the other two questions. When you look in the rear-view mirror, obviously, it's easy to make the right decision.
With knowledge of hindsight, three or four years ago, if the company had been taken over by a big U.S. player, probably, and if the shareholders were given a share-based payment by that acquirer, maybe the value for those shareholders would have been higher in that eventuality. The stock market, there are random factors that come into play. Look at Fiserv, a big player. I think it was in the third or fourth quarter of last year that they also issued a profit warning, and overnight they lost 50% of their value.
If you look at Adyen, they were in Europe in terms of stock market valuation. They were the example to follow, the benchmark, let's say. If you look over the period of one year, Adyen lost 50% of its value. There are movements going on connected with the appreciation of the industry in general, the payments industry, that is. You can see at the moment that there's a lot of money from investors that's being directed towards companies connected with AI, artificial intelligence.
The example we could use is not in our industry, but it's comparable in terms of stock market behavior. Look at all the companies that are IT service providers, IT services and so on. Take the example of an American company. In spite of the fact that the multiples of valuation in the U.S. are higher than the European ones.
If you look at a company like Adobe, that probably we all use every day, Adobe, I think they lost 60% of their value in 18 months. Quite simply because they haven't got the AI label attached to them, money is flowing towards AI these days. There are movements going on, flows, let's say, that we have no control over. The steer that the board is giving the whole time to management people is operational things first. That's what we keep on saying to our management people, because we're convinced that in the long haul, it's quality that will come to the fore. We've had difficulties in the past, yes, undeniably so. We're quite convinced that if we deliver the goods, deliver on our roadmap as planned, the market will appreciate our results and will acknowledge that.
It'll be priced into our stock market, value to our stock price. Yes, the other two questions that you asked, the comparison with Stripe is an interesting one. You could compare us to Adyen as well. These are companies that are not the same as ours. Stripe, like Adyen, these are companies that are relatively young companies, even though they're nearly 15 years of age, I'd say, at this point.
They're companies that were set up with new architectures, new technologies. They believed in one single platform. Not many acquisitions were made. Worldline's a different kind of company. We grew by acquisitions of acquisitions of acquisitions of acquisitions, sometimes acquisitions of acquisitions of acquisitions of acquisitions. It's like Russian dolls, a Matryoshka kind of configuration, where we have all sorts of platforms, lots of legal entities, and a lot of licenses.
When you've got such fragmentation in the company, by definition, you need people to run all of these individual entities, sub-entities, platforms, and so on. One of the reasons why we came into difficulties in Worldline in the last two years, we have the Power 24 plan. You saw we'd reduce our head count and bring up our stock price without doing the work to integrate and rationalize first.
We ended up with a level of service that went downhill a lot because there was nobody to run each of the different activities. What we've tried to do now, the current process, is to simplify for a start, integrate, and when you don't need platforms, because our portfolios have migrated to our target platform, then you can actually reduce your head count. It may seem long to you. You'd like us to go faster.
No doubt you'd like us to have a 20% cut in the head count all of a sudden. When we can free up resources, we do it, and we try to redeploy those people to occupy posts that will be freed up by people who've left spontaneously, the voluntary leavers.
Will we end up with the same number of people as Stripe? I can't guarantee you that, but we will have a reduction of 4% or 5% per annum between now and 2030 in our staff numbers. The other question that came up from others, too. Wero is a payment scheme, just like a card scheme. The difference is that you don't have interchange fees paid by the issuing bank, and in terms of scheme fees, there are lesser scheme fees as opposed to what you pay to Visa or Mastercard.
What we note in the first clients that have signed up, we have less gross revenues, but we have the net margin that's higher because the intermediate costs are lesser. Wero is a better model for us in terms of margin for Worldline than the model of Visa or Mastercard. "Thank you very much," said the chairman. "Time is passing on. We'll take a last question from a gentleman here in the middle." Yes. I understand better what you explained last year now regarding the refocusing towards Europe. You're doing it right now. Okay. Apart from that, if I look at things objectively and transparently, you've explained all the headwinds you encountered. It's true that for me, there are names that were mentioned today concerning your competitors that I had totally not compared with you in the past.
Could you tell us the refocusing you're doing and shed some competitive light on the competitive landscape for us? I don't know a lot of those competitors very well. Another point is, at the start of the meeting, you said that there was one card out of five that you operate. Then you talked about Switzerland, where it's 40% and 30% in some other country, and you talk about France. It's hard for me to relate to these figures. What are the real figures, the actual figures? To me, there seem to be contradictory figures in there. Also, I'd like to know, please, what's your market share if we reason in terms of the refocusing, because the rest of it is out of our scope anyway.
Pierre-Antoine will answer you in detail, but just to give you a spontaneous answer for a start, the percentage, the number of cards held. When we talk about market share, we've got to know what service we're talking about, because it's not the same proportion of the same services in all the different countries. It varies. Pierre-Antoine will give you a more detailed answer, I'm sure. Pierre-Antoine. Indeed. It's not always cut and dried. We operate for banks 20% of our revenues, because we do a job for banks, and it's in that activity that we process payment cards on behalf of banks. Typically, if you are a client of ING, for example, Worldline will operate your card transactions. In that respect, we operate one card out of five in Europe. That's the figure.
Now, when we say we've got 30%-40% of our market share for other markets, I'm talking about the merchant side of things. That's 80% of our revenue figure. As Wilfried has said, depending on the segment, the market share isn't the same. Concerning the competition, we talked about a U.S. competitor, that's Stripe. Adyen is Dutch, they're European, really. Nexi is Italian, they're European. The banks, when they're competing with us, are European. That sets the backdrop a little bit. The ecosystem of payments is really, really fragmented, and it's complicated to simplify something that's totally fragmented. It's an ecosystem that is very fragmented, quite simply. "Thank you," says the chairman. At this point, I'd like to close the Q&A session, if you don't mind. Thank you to you all for taking part, for asking all your questions.
It's very important for the board of directors to debate with yourselves, to interact with you as shareholders. I'd like to ask the committee to look at the attendance sheet, and on the base of the centralizing entity that's conducted the verifications that are necessary, we'd like to have the final figure for the quorum.
We will vote upon the 27 resolutions that are submitted for your approval today, and we'll announce the results of the poll each time. The secretary, Charles-Henri de Taffin, will now organize the poll for the resolutions. "Thank you," says Charles-Henri. Firstly, I'd just like to clarify a question raised by this gentleman on the consolidation of share, the reverse split, and the dates. The last trading day is tomorrow. You want to hurry up, in other words. The new shares will be listed on Monday.
That's the answer to that gentleman's question. If there are no other questions, I suggest that we should close the question and answer session and move on to the poll on the resolutions. Before we do that, I'd like to announce the quorum, the final quorum, 62.73%. The quorum has been achieved therefore for this meeting. Explanations concerning the practical arrangements for the voting system, the electronic voting system, and the functioning of the tablet that you've been given. You've already been told how to use it when you enter the room. I suggest at this point that we should move on to the poll on the resolutions. We will screen a short video just to recall how to use the voting device, the tablet. To vote on the resolutions of the general meeting, you've been given a tablet.
It is strictly personal and will be used only at this general meeting. When we announced the opening of the poll on the resolution, you will have a window that will open automatically on your tablet, even though it might have gone to sleep. To vote, it's very simple. Just press the button that corresponds to your choice. For, withhold your vote, or against. Press the OK button to validate your choice before we close the poll. Once your vote has been validated, you cannot modify it. Please hand back your tablet when you leave the room. In order to organize the poll, we'd like to ask you to kindly remain in the room until the end of the poll on all of the resolutions. Let's start off with the resolutions within the ordinary general meeting remit.
First resolution, the approval of the statutory financial statements for the financial year ended on December 31st, 2025. The poll is now open. The poll is closed. This motion is approved, 99.86% of the votes. Second resolution, the approval of the consolidated financial statements for the financial year ended on December 31st, 2025. The poll is open. The poll is now closed. This resolution is approved, 99.84% of votes in favor.
Third resolution, the allocation of the loss for the financial year ended on December 31st, 2025, to be allocated to the retained earnings account. The poll is open. The poll is closed. This motion is approved, 99.85% of votes in favor. The fourth resolution, approval of the special reports of the auditors regarding the related party agreements. The poll is open. The poll is closed. This motion is carried, 99.63% of votes in favor.
In line with the recommendations of the nomination committee and at the proposal of the board of directors, you have to decide on the reappointment of three board members. This is the fifth resolution, the renewal of the term of office of Thierry Sommelet as director. The poll is open now. The poll is closed. This motion is carried, 98.98% of votes in favor. Sixth resolution, the early renewal of the term of office of Nazan Somer Özelgin as director. The poll is open.
The poll is closed. This motion is approved, 98.95% of votes in favor. Seventh resolution now, the early renewal of the term of office of Sylvia Steinmann as director. The poll is open. The poll is closed. This resolution is carried, 99.37% of votes in favor. The eighth resolution, the renewal of Grant Thornton as statutory auditors in charge of the certification of the accounts.
The poll is open. The poll is closed. This motion is carried, 99.53% of votes in favor. We will now review the resolutions concerning the remuneration of the corporate officers. We will start off by the resolutions concerning the 2025 remuneration. That is ex post. Ninth resolution, approval of the information referred to in the French Commercial Code relating to the compensation of all company officers. The poll is open.
The poll is closed. This motion is carried, 99.58% of votes in favor. The 10th resolution, the approval of the 2025 remuneration of Wilfried Verstraete, who is Chairman of the Board of Directors. The poll is now open. The poll is closed. This motion is carried, 99.56% of votes in favor. 11th resolution, approval of the compensation for 2025 of Pierre-Antoine Vacheron, CEO as of 1st of March 2025. The poll is now open. The poll is closed.
This motion is carried, 98.42% of votes in favor. Let us move on now to the resolutions concerning 2026 remuneration. That is ex-ante remuneration. 12th resolution, approval of the compensation policy applicable to the chairman of the board of directors. The poll is now open. The poll is closed. This motion is carried, 99.47% of votes in favor. 13th resolution, approval of the compensation policy applicable to the chief executive officer.
The poll is now open. The poll is closed. This motion is carried, 98.86% of votes in favor. Thank you. The 14th resolution, approval of the compensation policy applicable to directors. The vote is open. The poll is now closed. This resolution stands approved, 99.2% of votes in favor. 15th resolution. Like every year, we ask you to renew the authorization given to the company to purchase its own shares within an identified share buyback program. The poll is now open.
The poll is closed. This motion is carried, 99.48% of votes in favor. We'll now move on to the extraordinary part of this general meeting. 16th resolution, the authorization to be given to the board of directors to reduce the share capital through the cancellation of treasury shares. The poll is now open. The poll is closed. This motion is carried, 99.5% of votes in favor. The 17th resolution, delegation of competence to the board of directors for a period of 26 months to increase the share capital while maintaining preferential subscription rights for shareholders by issuing ordinary shares or any securities that are equity securities. Please vote now on resolution number 17. The poll is now closed. This motion is carried, 94.38% of votes in favor.
The 18th resolution next, delegation of competence to the board of directors to increase the share capital by way of public offerings other than those mentioned in Article L. 411-2-1 of the French Monetary and Financial Code without preferential subscription rights for shareholders, by issuing ordinary shares and/or any securities giving access to the share capital of the company or one of its subsidiaries.
The poll is now open. The poll is closed. This resolution is approved, 94.45% of votes in favor. Let's move on to the 19th resolution. That is delegation of competence to the board of directors to increase the share capital by way of public offerings mentioned in Article L. 411-2-1 of the French Monetary and Financial Code without preferential subscription rights for shareholders, by issuing ordinary shares and/or any securities giving access to the share capital of the company or one of its subsidiaries.
The poll is open for resolution number 19. The poll is closed. This resolution is approved, 94.16% of votes in favor. Resolution number 20, 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. The poll is now open. The poll is now closed.
This resolution stands approved, 93.9% of votes in favor. 21st resolution, delegation of powers to the board of directors to increase the share capital without preferential subscription rights for shareholders as consideration for a contribution in kind to the company, consisting of another company's equity securities or securities giving access to its capital outside of a public exchange offer. Please vote now on resolution number 21. The poll is closed. This motion is carried, 94.21% of votes in favor. Thank you.
22nd resolution, delegation of competence to the board of directors to increase the share capital by incorporating premiums, reserves, profits, or other items. Please vote now on resolution 22. The poll is closed.
This motion is carried, 99.72% of votes in favor. Now, resolution number 23, 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. The poll is open. The poll is closed. This motion is carried, 99.59% of votes in favor. Thank you. 24th resolution next, 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.
The poll is now open. The poll is closed. This motion is approved, 99.58% of votes in favor. The 25th resolution is next, the 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. The poll is open. The poll is closed. This motion is approved, 98.69% of votes in favor. 26th resolution, amendment to the bylaws to comply with laws and regulations. The poll is now open. The poll is closed. This motion is carried, 99.79% of votes in favor. Finally, 27th resolution, powers. The poll is open. The poll is closed. This resolution is carried, 99.76% of votes in favor. Ladies and gentlemen, thank you for taking part.
I'd like to recall that the tablets for voting must be handed back to the hostesses as you leave the room, please. I'll give the floor back to the chairman now to adjourn this meeting. Thank you, Charles-Henri. Ladies and gentlemen, dear shareholders, I'd like to thank you for taking part in this general meeting. It was a pleasure to hold this meeting with you today and to be able to interact with you. It's important in the life of our company. All of the resolutions that were put to the vote today have been voted through and we have exhausted our agenda. I'd now like to adjourn our session. Thank you. Have a nice evening.