Euroapi S.A. (EAPI) Earnings Call Transcript & Summary

May 21, 2025

Euronext Paris FR Health Care Pharmaceuticals shareholder_meeting 97 min

Earnings Call Speaker Segments

Emmanuel Blin

executive
#1

Ladies and gentlemen, dear shareholders, I'd like to bid you a warm welcome to the 2025 AGM of EUROAPI. My name is Emmanuel Blin. I'm the Chairman of the Board of Directors, and we have with us today also most of the members of our Board as well as the management team of the company. We're very honored to host you here today so as to present to you the business activity for 2024 of your company and submit to a poll the resolutions that feature on the agenda. I will be chairing the committee of the meeting myself. It will be made up of scrutineers, Clemens Udo from Sanofi and Cyril Rolling from L'Oréal; and Mr. Sebastien Hache, who is the Secretary of the Board of Directors of the company, who will perform the secretarial duties of the meeting. Here on the stage with me, we have Mr. David Seignolle, who is the CEO of the group; and Mr. Olivier Falut, who is the CFO of EUROAPI. I'd also like to thank for his presence, Mr. Pierre Chassagne, who represents Ernst & Young, the statutory auditors. I would therefore like to officially open our 2025 AGM and hand over to Sebastien Hache, who will explain a few preliminary points to you. Thank you, sir.

Sebastien Hache

attendee
#2

Thank you, Chairman. As safety is a top priority in EUROAPI, you will find here on the screen the outlay -- the layout rather of the room, and you may be able to identify the emergency exits if needed. This meeting was convened by a notice of the meeting that was published in the BALO on the 16th of April 2025, and by notice of meeting that featured in Actu Juridique and in the BALO Gazette on the 20th of April 2025. Ordinary letters were sent out also to the registered shareholders in the conditions provided for in Article R. 225-68 of the Commercial Code. Ernst & Young and BDO Paris are our auditors, our statutory auditors. They also have been convened, of course. Concerning the attendance sheet, we drew an attendance sheet that was signed by each member of the meeting when they entered, in their own personal name or as a proxy holder. And according to the attendance sheet, we see that 3,582 shareholders owning together 74,327,475 shares and representing 78.7% of the registered capital are present or represented. So therefore, this AGM is duly convened and may act validly within its ordinary and its extraordinary remits. I'll give you the definitive figures, of course, before we vote upon the resolutions. All of the documents provided for by law are here on the desk in front of me. They've been made available to shareholders on the website of the company and at the head office of the company within the legal deadlines. Let's now move on to our agenda. There are 15 items that are within the remit of the Ordinary General Meeting, like the approval of the accounts, the approval of related party agreements, the say-on-pay ex-post and ex-ante. So that's 15 items under the Ordinary General Meeting and 16 resolutions within the remit of the Extraordinary General Meeting. I'll present those resolutions a little bit later on in this meeting. You see the resolution screened right now. This agenda was decided upon at the meeting of the Board that met on the 21st of April 2025. I'd like to inform you that no shareholders filed any other draft resolution. Thank you for your attention. I'll give the floor back to the Chairman.

Emmanuel Blin

executive
#3

Thank you, Sebastien. So David Seignolle and Olivier Falut will be accompanying me to present our consolidated results for 2024, and the initial components of the implementation of our FOCUS-27 plan that we presented to you last year, which is unfolding as we had planned. After a brief introduction, David and Olivier will present the highlights and the consolidated results for 2024. Then I'll come back and talk about the governance of the group and the proceedings of your Board in 2024, and Elizabeth Bastoni, who is the Lady Chair of the Nominations and Compensation Committee, will present the policy concerning the compensation of corporate officers. We'll then answer your questions after the detailed presentation of the resolutions and the reading of the report from our statutory auditors before we hold the poll on the resolutions. All of the presentation will be in the French language, and there is simultaneous interpretation available in English. Perhaps I should introduce myself briefly before we start off. Most of my career I spent in the pharmaceutical industry. I worked in Bristol-Myers Squibb, and I spent more than 20 years, several years in the COMEX of the group, in charge of global commercial operations and corporate strategy in the medium and long term. So I'm a veteran of the pharmaceutical industry in the way, and I'm familiar with other important dimensions of the health care industry in general. I'm married for the last 35 years. I'm 55 years of age, and I've got 4 children. So I've become the Chairman of the Board, that was in December of 2024 that I took office. And I'm an independent Board member of the company, have been that since it IPO-ed. And I've been the member of the ESG Committee and the Nominations and Compensation Committee as well until I was appointed as Chairman of the Board. So you EUROAPI. As you know, 2024 was a year which was a key year for your company, during which we once again had to contend with headwinds that we'll go back to. If we had to sum up 2024 in a few words, I would say resilience, agility and discipline. They are the most appropriate words to describe the year. Firstly, resilience. Starting off with the resilience of our sales volume, our revenues in the context that was still marked by legacies from the past. We bolstered our business dynamics in the API Solutions business and in CDMO as well. For example, we won 37 new clients for our APIs and 16 new projects in CDMO in 2024. In the second quarter of 2024, we secured, for 5 years, a contract of EUR 130 million to EUR 150 million with a leading group specialized in animal health. This is concrete evidence of our ability to win substantially important contracts. So secondly, agility, agility of our teams who demonstrated exemplary responsiveness in a rather constrained context. And that was in particular, thanks to their mobilization that we managed to limit the consequences of the temporary suspension of production in our Brindisi plant in Italy and made sure it restarted fairly quickly. So resilience, agility and discipline. They are our key words for 2024. In 2024, we saw an important step along the way in the execution of our plan. We were a disciplined company, and this was very important in succeeding in what was important for us in 2024, which was a voluntary reduction of our inventories, enabling us to manage our operations with more efficiency. And of course, in 2024 then, we came into a new step along the way in the execution of our FOCUS-27 plan with tangible progress made in each of its 4 pillars. David will go back to that in a short while. And finally, in the rather demanding context, we resolutely pursued the implementation of our ESG program. Even better, we sped it up, we fast tracked it at the start of the year, and we committed to submitting our decarbonization road map to the SBTi, the Science-Based Target initiative. 2024 marked the first year of the implementation of our plan, which is FOCUS-27. I'd like to just recall that this ambition is to bolster the competitiveness of your company and make it more agile, more nimble, also more efficient and capable especially of generating ultimately profitable growth. Initiatives that were very important ones were rolled out in each of the 4 pillars of this plan. And at this stage, the pace of execution observed actually reassures us about our ability to achieve the objectives we've set, in particular, the most decisive of those, that is to generate between EUR 75 million and EUR 80 million of additional annual core EBITDA between now and the end of 2027. And what's important, too, this plan has been financed and Olivier Falut will go back to that in detail in a short while. He is our CFO, of course. So it's in that context that I'd like to thank our main shareholder, that's Sanofi, whose support was really decisive in our successful negotiations with our other stakeholders, in particular, in the context of the refinancing of our revolving credit facility of EUR 451 million, whose maturity was extended to February 2029. In terms of governance, in the last 18 months, and more particularly at the end of 2024, even throughout 2024, we've seen several developments within the governance bodies of your company. That is in the Board of Directors and in the corporate management. Clearly, these changes led to a climate of uncertainty that is on the financial markets and also within the teams of EUROAPI. At the moment, I can guarantee you that one of the top priorities of the Board of Directors is to consolidate stable and mobilized governance structures at the service of the transformation of your group and the success of its strategic plan. My appointment as Chairman of the Board, alongside David Seignolle as CEO, opens a new chapter, I would say, in the governance of your group, a chapter that we all want to see containing a rallying back of your company and sustainable success for EUROAPI. Before giving the floor to David and then to Olivier to go back in detail into what made 2024 for us, a few words about our outlook for the current year. In 2025, as you know, we anticipate flat or slightly decreased revenues. The growth in the sales of APIs to clients other than Sanofi and CDMO projects at the early stage should be neutralized by a new drop in demand from Sanofi and also the discontinuation of CDMO projects in the commercial phase. The core EBITDA margin should progress and should stand at something between 7% and 9%, driven by efficiency gains at all levels of the company and by expense control. The improvement of the free cash flow before financing will be made possible by the increase in the EBITDA, the continuing improvement in our working capital, even though to a lesser degree than in 2024, and the positive impact of the investment of Sanofi in securing our future production capacities. Finally, our industrial CapEx for 2025 should be slightly lower than what we saw in 2024. I'll now give the floor to David and Olivier to present in detail our results for 2024.

David Seignolle

executive
#4

Thank you, Emmanuel. Ladies and gentlemen, dear shareholders, good morning. I'll just introduce myself, if you don't mind, as Emmanuel did too. I started my career in the automotive sector, and then I went into the pharma business. I worked in McKinsey and Bain, management consultants, and I occupied leadership roles in industrial operation in Teva before I joined EUROAPI at the end of 2023 as COO and then CEO in December of 2024, as Emmanuel recalled. I'll start my presentation by a brief overview of our main financial indicators for 2024 that we'll analyze in more detail in the coming few minutes, along with Olivier. The revenue figure for 2024 stood at EUR 911.9 million, down by 10% compared to 2023. The core EBITDA, which excludes exceptional items connected with the implementation of FOCUS-27 plan stood at EUR 50.4 million. That's down by 45.8% compared to 2023. That's an EBITDA margin of 5.5%. Industrial CapEx reached a level of EUR 108 million. That's a bit less than 12% of the revenues. 53% of these investments were intended for growth or performance projects. A few details about the dip in our revenue figure in 2024. As you know, 2024 was affected by the suspension of our production in our Brindisi plant between mid-March and the end of the summertime. This is a suspension of production we decided on ourselves. So without the Brindisi site, the sales of the group would have gone down by 7.3%. The dip in the sales of APIs to Sanofi was mainly due to the reduction in volumes of sevelamer made in Haverhill in the U.K., partly offset by the revision of the commercial contractual terms that bind our 2 companies. The sales of APIs to clients other than Sanofi were affected by the drop in sales of vitamin B12, partly offset by the increase in the number of customers and also by the strategy of cross-selling, which consists of diversifying our sales to one and the same customer. Thirdly, the CDMO revenues achieved with Sanofi progressed, especially driven by the ramping up of an important contract in the commercial phase. Lastly, the CDMO sales in customer services in Sanofi were affected by the reduction in 2 major historical contracts, which more than compensated the increase in sales coming from new contracts, notably upstream in early stages. Now let's move on to the 4 plans of our FOCUS plan. The first pillar is the rationalization of the streamlining of our portfolio. Ultimately, our objective is to generate more than 70% of our sales based on highly differentiated APIs, which enable us to develop more profitability. To reach that objective, as we announced, we stopped production of 13 products with lower negative margins, while focusing our commercial strategy on more profitable products or market sectors such as peptides, oligonucleotides, prostaglandins and opiates. By the end of 2024, these differentiated APIs represented 61% of our sales, up 8 percentage points. The conditions for shutting down the 13 APIs were agreed with our customers, mainly Sanofi, and that will happen in the next half year. The second pillar of the FOCUS plan concerns our CDMO offering, which we aim to make more targeted, less risky and more personalized. The risk reduction will be achieved through the evolution of our portfolio and customer base. In concrete terms, this means 2 things: a higher proportion of projects at an advanced stage and a stronger focus on large pharmaceutical companies and well-established biotechs. Our aim is also to make the most of our uniquely diverse technological offering, which enables us to provide our customers with comprehensive support across the entire CDMO value chain. Finally, to enhance our offering and provide our customers with a true one-stop shop experience, we have signed a partnership with StrainChem, a French company specialized in green chemistry and recognized for its expertise in liquid phase peptide synthesis. The third pillar of the FOCUS plan, which kept me busy in '24, is industrial. And this aims to streamline our footprint by concentrating on our 4 key sites, Elbeuf and Vertolaye in France, Frankfurt in Germany, and Budapest in Hungary. In this context, as we announced in 2024, the Haverhill and Brindisi sites are to be divested. The process of selling the Haverhill site in the U.K. is well underway. As for Brindisi, the situation is more complex with the aim of finding a solution by the end of 2027. The industrial aspect of the FOCUS-27 plan is not limited to streamlining our industrial footprint. FOCUS-27 includes a major growth component through an ambitious industrial investment program, around 60% of which is dedicated to supporting the group's long-term growth. These projects include the extension of our production capacities for peptides and oligonucleotides at Frankfurt, prostaglandins in Budapest, and vitamin B12 at Elbeuf. In Elbeuf as well, we have launched a project combining a substantial reduction in our greenhouse gas emissions with a reduction in our water consumption. This project will help us to achieve our objectives under the Paris Agreement. The fourth pillar of the FOCUS-27 plan and by no means the least concerns the transformation of our organization into a more agile and flexible company. Several initiatives were launched in 2024 to evolve our working methods and to improve our operational efficiency. An example of that, amongst others, is that we developed a new purchasing organization to help us simplify, centralize and will contribute to reducing both direct and indirect costs. Excluding the Brindisi and Haverhill sites, the headcounts have been reduced in all functions with a total reduction of around 180 jobs of the 550 currently planned by the end of 2027. Another point of note in the FOCUS plan, as Emmanuel underlined, and above and beyond the operational aspects, the highlight of 2024 will undoubtedly be the securing of funding for the FOCUS-27 plan, giving it the financial stability and visibility needed for its implementation. In particular, we renegotiated our revolving credit facility, extending its maturity to February '29. Our main shareholder, Sanofi, has invested EUR 200 million in the TSSDI, an indetermined subordinated loan and has undertaken to reserve production capacity for certain products to the tune of EUR 54 million. Under this commitment, EUR 18 million have been received already in '24 and the remaining EUR 36 million will be paid out this year. Finally, beyond this financing via our financial partners, what we are perhaps the most proud of internally is having achieved EUR 100 million improvement in working capital requirements by 2024. This reflects the commitment of the teams and the efforts of everyone for rigor throughout the year. While implementing the FOCUS plan, we continue to roll out the ESG road map, which is now fully integrated into our strategy. We are indeed convinced that both our environmental efficiency and our social and societal policies contribute to the creation of value by our company. Solid environmental progress was made in '24. In the environmental areas, we reduced our greenhouse gas emissions and the intensity of greenhouse gases, improved the recycling of our solvents and so forth. We also confirmed our decarbonization targets, and we are committed to the Science-Based Target initiative, the SBTi, with the aim of validating our road map by the end of this year. The proportion of women in management positions at EUROAPI is higher than the average for equivalent companies, and it already exceeds a 30% objective set by the Rixain Law for 2026. There remains one key and essential area where we need to make progress, which is very important to us, and that is workplace safety. In 2024, the total number of accidents increased, mainly due to minor incidents, which had an impact on our severity rate, a negative impact. Mitigating measures have already been put into place to correct this trend. Furthermore, safety is a central criterion in the annual variable remuneration of EUROAPI's management team in 2025, including my own. I will be particularly vigilant in ensuring that we meet our safety targets, as this is a final commitment to our employees. Lastly, even if the success of FOCUS plan is our short- and medium-term objective, we need to look further ahead and start thinking beyond the next 3 years. Although it is too early to commit formally to a growth plan over the long haul, we know that as with the rest of the health care industry as a whole, the future of EUROAPI depends on part on an active contribution to French and European health care sovereignty programs. We are, therefore, committed to 2 major initiatives. The France is the -- France 2030 program for the relocation of essential medicines, under which we are working to increase French production capacity for morphine pain killers using innovative processes. And the second is the PIEC, the European PIEC, which enables us to pursue the development of innovative programs in the fields of macrolide antibiotics, corticosteroids and the use of nanoparticles to improve the bioavailability of drugs with concrete benefits for patients. I'm going to hand over to Olivier Falut for the review of consolidated accounts.

Olivier Falut

executive
#5

Thank you, David. Ladies and gentlemen, dear shareholders, first, a few words before giving my presentation because this is my first general assembly. I joined the group in October last. I started my career in financial audits. I then carried on by working in the accounting management in the company and financial management, usually in the agro-food such as the job that I offered as a financial manager at Lactalis, and more recently, I worked in pharmacies and cosmetics. Now let's move on to the figures you have. David already spoke about our sales trends. I'm going to continue with an analysis of our consolidated accounts, starting with profitability indicators and, in particular, EBITDA, which is our main indicator. As you can see, the group's EBITDA was negative by EUR 43 million in 2024 compared with a gain of EUR 68.6 million in 2023. This sharp deterioration is largely due to nonrecurring items directly linked to the execution of the FOCUS-27 plan. We recorded EUR 62.5 million of idle costs at our plants linked in particular to the gradual downsizing of 2 workshops in Frankfurt, which had to be shut down. They are under control, and we also voluntarily shut them down. We're also decreasing the inventory at Vertolaye. We also recorded a charge of over EUR 11 million linked to the company's transformation and the initial implementation of the FOCUS-27 plan. Lastly, exceptional personnel expenses amounted to EUR 12.3 million. Restated for these nonrecurring expenses, the core EBITDA for 2024 stood at EUR 50.4 million or a margin of 5.5% compared with 9.2% in 2023. And on the next page, I'm going to explain the main reasons for this discrepancy. Here, you see the various factors that have contributed positively and negatively to the decline in core EBITDA margin in '24. The positive impacts were higher volumes than last year, including the one-off impact of the buserelin destocking in the first half of the year, which weighed upon that difference; lower energy and raw materials prices; the improvement in our manufacturing efficiency through the implementation of the FOCUS-27 plan. Unfortunately, these favorable factors were more than offset by negative price and mix effects, unfavorable absorption of fixed costs, largely due to the sale of products manufactured in the previous 24 months, i.e., at the peak period of inflation, and then a slight increase in OpEx, mainly due to the reinforcement of certain support functions. About the last point, we are clearly in the process of absorbing this effect. Finally, the Brindisi and Haverhill sites weighed on the group's profitability in 2024. Brindisi was affected by the suspension of production for several months, as you know, and Haverhill by the strong drop in sevelamer volumes. Let's move on to the operating income. The operating income was minus EUR 120 million compared with a loss of EUR 234 million for the previous year. Net financial expenses reached EUR 19.2 million compared to EUR 8.5 million in the previous year due to higher interest rates and the impact of the RCF renewal in the second half of the year. We closed then 2024 with a loss of EUR 130.6 million compared to minus EUR 189 million in 2023. To conclude, a few words about the change in our net indebtedness. We ended '24 with a positive net cash position of EUR 25.2 million compared with net debt of EUR 171 million at the end of 2023 at closing. The main factors that explain this was, first of all, an operating cash flow that improved by EUR 123 million, including EUR 160 million improvement in working capital requirements, thanks to a sharp reduction in inventory, which was required by the group, and also a certain number of measures to improve our DSO. The EUR 60 million in other current assets and liabilities notably include EUR 18 million in capacity reservations paid by Sanofi as a part of the financing of FOCUS-27. EUR 36 million will be received in '25. As David indicated, capital expenditure reached EUR 128 million in 2024. The free cash flow before financing thus amounted to EUR 15 million, a significant improvement on the minus EUR 132 million at the end of 2023. Cash flows from financing activities include EUR 193 million of hybrid super-subordinated bonds subscribed by Sanofi in October 2024. So here's a review of our consolidated results for 2024. I now hand over to Emmanuel Blin.

Emmanuel Blin

executive
#6

Thank you, Olivier. Thank you, David, as well. Let's move on now to governance and remuneration or compensation. Firstly, concerning governance. In my introduction, I already talked a little bit about the different developments in the governance of your company in 2024. And to those, we must add also a slight change in your Board. Following this AGM, the Board will be made up of 10 members. It was 12 previously. So that's 63% independent members, by the way. This is a smaller Board and a diversified one that will be able to more efficiently support the management, we feel. Claire Giraut, who was an independent Board member and Lady Chair of the Audit Committee since the very start of EUROAPI, decided to leave her office, and she will not be replaced in the Board, but rather will be replaced at the Head of the Audit Committee by Rodolfo Savitzky, who has been a member of that particular committee since he joined the Board. I'd like to thank Viviane Monges, the lady who preceded me, and also Claire Giraut for their commitment, both of them in favor of our company throughout their terms of office. Their advice and their leadership were key in the difficult times that we've just gone through. Regarding the functioning of your Board, it had a lot of work in hand in 2024 and continued to support the management, in particular, in the implementation of the FOCUS-27 plan. The Board met 14 times. That's almost twice as much as in 2023, and almost 4x more than 2022. And the attendance rate was nearly 100%. Beyond the implementation of the new strategic road map of the group, the Board was very much involved in the governance changes, the organization of the Executive Committee as well, and the refinancing of the group. It remains highly involved in decisions that may impact the long-term future of EUROAPI. Decisions were taken as a body and in the best interest of all of the stakeholders, in particular, the interest of our shareholders. The Audit, Nominations and Compensation and ESG committees met, respectively, 8, 9 and 3 times in 2024, with attendance rates that were greater than 90%. Among the main pieces of work done by these 3 committees in 2024, I could mention, in particular, for the Audit Committee, the review of the financial situation of the group, risk mapping and, for the first time this year, the review, as in many companies, of the sustainability statements following the implementation of CSRD. For the Nominations and Compensation Committee, the definition of the policy on compensation for corporate officers and the review of the independence of the Board members kept it fairly busy. Also for the ESG Committee, that committee monitored the implementation of our commitments concerning sustainability and the review of the sustainability statement. Elizabeth Bastoni is the Lady Chair of the Nominations and Compensation Committee, and she will now join us here on the stage so as to present to you the policy for the compensation of corporate officers that will be put to you for approval a little bit later on.

Elizabeth Bastoni

executive
#7

Thank you, Emmanuel. Ladies and gentlemen, dear shareholders, I'd like to start off by the remuneration of the independent Board members of your company, as the other Board members are not remunerated. The independent Board members received, for 2024 fiscal year, total compensation of EUR 527,526. This amount includes a fixed component of EUR 60,000 per Board member, an additional amount, which depends on their attendance and their role within the 3 committees and finally, fixed remuneration for the Lead Independent Director. The amount of the total compensation does not include the EUR 300,000 of fixed remuneration of the Lady Chair of the Board. For 2025, we propose to you that you should approve a package of EUR 450,000 broken down as follows: An unchanged fixed amount of EUR 60,000 per Director, per Board member, the payment of which will depend on the actual attendance at, at least 80% of the Board sessions. Additional specific remuneration for the members of the committees remaining unchanged compared to 2024. And finally, remuneration of EUR 4,000 per trip for Board members traveling from countries outside of Europe. That hasn't changed either. This package does not comprise the remuneration of the Chairman of the Board. Concerning the Chair of the Board and in compliance with your approval at the last AGM, the amount owing to Viviane Monges for 2024 is as follows: EUR 324,318, and that's broken down as follows: Fixed remuneration of EUR 281,818 pro rata temporis, that's EUR 300,000 pro rata temporis, and benefit in kind for an amount of EUR 6,000, exceptional remuneration of EUR 36,500 between the 1st of January and the 29th of February 2024, a period when she combined the offices of CEO, as acting CEO, that is, and Chairperson of the Board. As Chairperson of the Board between the 9th and 31st of December 2024, we would ask you to approve ex-post remuneration of EUR 17,386 for Emmanuel Blin, that is EUR 270,000 pro rata temporis. For 2025, we would propose that you would approve remuneration of EUR 270,000 for Emmanuel Blin in his capacity as Chairman of the Board. This amount reflects a drop of 10% compared with the previous budget. The total compensation owing to Ludwig de Mot, CEO between the 1st of March and the 9th of December 2024, stood at EUR 603,125. It's broken down into the following components: Fixed remuneration calculated on the basis of the time he spent in his office, that is EUR 399,500; variable compensation of EUR 143,700; other components of compensation to the tune of EUR 59,925 within the context of contributions to a pension scheme. In line with the compensation policy approved in 2024, Ludwig de Mot will not retain any benefit in respect of the stock options which were granted to him in May of 2024. Also, on a recommendation by the Nominations and Compensation Committee, the Board of Directors decided to not enforce the noncompete clause. Finally, and still in compliance with the compensation policy, Ludwig de Mot will not avail of any severance pay following his resignation. Concerning David Seignolle, we would ask you to kindly approve his remuneration as CEO between the 9th and the 31st of December 2024. That is a total amount of EUR 33,908 pro rata temporis. For 2025, the Board proposes a compensation policy for the CEO as follows: Fixed compensation of EUR 485,000. That's a drop of 6% compared with the 2024 amount. Annual variable compensation with a target bonus of 80% and a maximum bonus of 150%. That's 120% of the fixed salary. This variable compensation shall be subjected to the following performance criteria: 50% will be established on the basis of 2 financial objectives, that's the core EBITDA margin and the amount of the free cash flow before financing. 50% will be established on the basis of the following objectives: The pursuit of the implementation of the FOCUS-27 plan, including the management of the discontinuation of 13 APIs and the adjustment of the industrial scope; the transformation of the company with particular attention being paid to the workers in the group; and 2 ESG objectives, one concerning safety and one concerning the validation of our decarbonization road map by the SBTi. This concludes my presentation. I'd like to thank you for your attention and give the floor back to Emmanuel Blin.

Emmanuel Blin

executive
#8

Thank you, Elizabeth. Before moving on to the presentation of the resolutions, and Sebastien will do that, I'd like to share with you a few pointers concerning the company and its future. Just like David and his teams, I'm quite convinced that your company has all of the necessary assets it needs to reconquer its leading position in Europe. The objective of the FOCUS-27 plan is indeed to transform EUROAPI to make it into an organization that would be more agile, more nimble, therefore, more highly performing. An organization that would be capable of tapping into its assets and advantages, speeding up in terms of innovation, capable of optimizing its industrial footprint, and at the same time, maintaining sustainable development in the forefront of its corporate purpose. Of course, it won't be an easy path. But I'm quite convinced that with the help and support of the Board and the main shareholders and the commitment, the engagement of our people working in EUROAPI, we shall achieve our objectives in the medium term and our growth ambition in the long term. At this point, I'll give the floor to Sebastien Hache, who will present to you the resolutions that will be put to you on the poll later on.

Sebastien Hache

attendee
#9

Thank you, Chairman. Let's look at summary presentation of the resolutions submitted to you on the poll. The agenda and the detailed explanations of the resolutions feature in the report by the Board included in the notice of the meeting that can be found on our website. Let's start off with the resolutions concerning the Ordinary General Meeting first. In the first 2 resolutions, we ask you to approve the statutory accounts and the consolidated accounts of the company as of 31st of December 2024, having taken cognizance of the different reports issued by the company. Also, it is proposed to you in the 3rd resolution that you should approve the allocation of earnings to the retained earnings account. And it's proposed in Resolution #4 that you should approve the regulated agreements entered into between the company's affiliates and the Sanofi Group. It's proposed to you in the 5th resolution that you should determine at EUR 450,000 the amount of the total compensation allocated to the members of the Board of Directors. In the 6th resolution, you're asked to approve the remuneration of the Board of Directors in respect of 2024. In the following 2 resolutions, you are asked to approve the components of compensation for the Chairperson of the Board of your company in respect of financial year 2024, that is Viviane Monges until the 9th of December 2024 for Resolution #7, and Mr. Emmanuel Blin as of the 9th of December 2024 for the 8th resolution. Then in the following 3 resolutions, you are asked to approve the components of compensation of the corporate management members of your company in respect of 2024. That is Ms. Viviane Monges up to the 20th of February 2024 for the 9th resolution. Mr. Ludwig de Mot from the 20th of February 2024 until the 9th of December 2024 for the 10th resolution; and Mr. David Seignolle as of the 9th of December 2024 for Resolution #11. The following 3 resolutions ask you to approve the compensation policy for 2025 then for the members of the Board of Directors, that's Resolution #12; Mr. Emmanuel Blin, Chairman of the Board of Directors for Resolution #13; and Mr. David Seignolle, CEO of the company, in Resolution #14. In Resolution #15, it is proposed to the AGM that you should grant an authorization to the company to purchase its own shares in the context of a share buyback program. On the 31st of December in 2024, in the context of the liquidity contract, Kepler Cheuvreux purchased 209,749 shares and sold 169,929 shares. On the 31st of December 2024, your company held 361,610 shares. That's 0.378% of the registered capital, and the cap would be 10% of the registered capital. And the maximum unit price for purchase would be EUR 15 per share. Let's move on now to the resolutions within the remit of the Extraordinary General Meeting. In Resolution #16, it's proposed to the AGM that you should grant an authorization to the Board of Directors to reduce the capital by way of cancellation of all or part of the share that your company might acquire by virtue of the authorization granted by the AGM of the shareholders. 17th resolution concerns the faculty for capital increase with preemptive subscription rights. The 18th, capital increase without preemptive subscription rights. 19th concerns capital increase without preemptive rights reserved for qualified investors and/or a limited circle of investors acting on their own behalf. The 20th resolution, power to increase the amount of issues in the event of oversubscription in connection with Resolutions #17, #18 and #19. And the 21st, capital increase without preemptive subscription rights for certain categories of beneficiaries. The 22nd resolution involves the capital increase in connection with public offering initiated by your company. 23rd resolution, capital increase to remunerate securities contributed by the company. The 24th resolution involves defining the limit -- the global amount -- the limit to the total amount of capital increases to EUR 47 million, which was less than 50% of capital from '17 to '23; as well as for the 29th resolution, limit for EUR 9.5 million or 10% of share capital for '19 to '23 for the 29th resolution. And lastly, a total limit on debt securities issues standing at EUR 750 million. For this 25th resolution, the capital increase by incorporation of reserves, profits, premiums and other items. Allocation of company share subscription is limited to 2% of capital in the 26th resolution, and free allotment of company shares of 0.8% of share capital, including 0.2% for corporate officers maximum, in the 27th, to the benefit of employees and executive directors. For the 28th resolution, we're setting the overall limits on financial authorizations for granting of stock options and bonus shares. The 29th resolution, it is a matter of capital increases reserved for employees participating in a company savings plan with a capital of 1.88 million shares. The 30th resolution proposes the modification of the amendment to Article 13 of the company's Article of Association relating to meetings and deliberations of the Board of Directors. And lastly, powers for formalities as usual.

Emmanuel Blin

executive
#10

Thank you, Sebastien. I'd like to invite Mr. Pierre Chassagne, representing Ernst & Young, for the read of the statutory auditor's report. Pierre, the floor is yours.

Pierre Chassagne

attendee
#11

Thank you, Mr. Chair. Ladies and gentlemen, shareholders, on behalf of the statutory auditors, BDO and Ernst & Young audit, I'm pleased to report on the performance of our duties for the 2024 financial year. We have issued various reports to enable you to exercise your judgment when voting on the resolutions. The reports for the Ordinary General meeting concern the financial statements and the regulated agreements and those for the Extraordinary General Meeting are required by law in connection with the proposals to delegate to your Board of Directors the authority or powers to carry out transactions involving your company's capital. In addition, although this is not subject to a corresponding resolution to be submitted to you for a vote, we have also issued a report certifying the sustainability information. I suggest that you do not read them in its entirety, but rather review the key points and conclusions. For the Ordinary General Meeting, we have issued reports on the audit of the parent company's annual financial statements, and the group's consolidated statements were submitted on the 31st of December 2024, which can be found on Pages 225 to 228. These financial statements provide reasonable assurance that the financial statements presented are free of material misstatement, that the accounting policies used are appropriate, that the risks are adequately covered and the laws in force have been complied with. Our reports on the consolidated and annual financial statements highlight the key points of the audit, i.e., the points we considered most important in the context of the audit of EUROAPI's financial statements. All of our work and conclusions were regularly shared with the group's Audit Committee and Board of Directors. In conclusion, we have the necessary resources to fulfill our commitment to you. We have issued an unqualified opinion of both the parent company's annual financial statements and the consolidated financial statements of the group. Also in the ordinary part of your general meeting, we have issued a report on regulated agreements. We were notified of 8 regulated agreements concerning amendments, addenda, and new contracts with companies in the Sanofi Group. This report enables you to assess the merits of each of these agreements entered into between your company and the Sanofi Group without us having to express an opinion on their usefulness or validity. We also reviewed in our report the previous agreements that continued to be performed during the fiscal year. Now with regard to the resolutions concerning your company's share capital proposed in the extraordinary section of your shareholders' meeting, our report covers the proposals to delegate to your Board of Directors the authority or powers to carry out transactions involving your company's share capital, such as a capital reduction through cancellation of purchase shares, the issue of shares or various securities with or without preferential subscription rights and the allocation of bonus shares or share subscriptions or purchase options. Our work includes verifying the content of the Board of Directors' report on these transactions and the terms and conditions envisaged in light of the provisions of the law. With regard to the planned issues of equity securities, as of financial terms and conditions under which they would be carried out have not yet been determined, we do not express an opinion on them and thus, on the proposals to cancel preferential subscription rights made to you on the 15th, 16th and 19th resolutions. And finally, for the first time this year, we have issued a sustainability information certification report. This report is included on Pages 343 to 347 of the universal registration document. Our work consisted of providing you with limited assurance on 3 specific areas: The compliance of the process implemented by your group to determine the sustainability information to be disclosed. The second was the compliance of the disclosure of this information in the management or the ESRS report. And lastly, the compliance with the disclosure requirements relative to taxonomy. On the basis of our verifications, we have identified no inconsistencies. Thank you for your attention to the information appearing in the sustainability report preparation, which indicated the limitations on the interpretation of the text having recourse to estimates inherent in the assessment of such things. Ladies and gentlemen, Mr. Chair, thank you for your attention.

Emmanuel Blin

executive
#12

Thank you, Pierre. Ladies and gentlemen, let us move on to the Q&A session. Hostesses are available in the room with microphones for you. I would like to ask you to limit your questions to one question if possible and to be concise in your expression, so that everyone who wishes to ask questions can express themselves. Thank you very much.

Unknown Shareholder

shareholder
#13

I would like some information. Mr. Seignolle has been here since 2023, I think. And since the 9th of December 2024, a director. I don't understand why you don't have a single share in EUROAPI. I think you could have perhaps bought a few. Or do you not have any confidence in your company?

David Seignolle

executive
#14

Thank you for your question. I'd like to do what I want, but I'm actually limited by the Financial Markets Authority. And with the information I have available, I don't have the right to do that. In fact, if I'm here, it's because I believe in the plan, I know we're going to deliver. And we have work ahead of us. And as I said earlier, we're confident in what we're doing. And we're starting with 2025, and we'll see what it brings in from 2027, but we are confident in our profitability.

Emmanuel Blin

executive
#15

This is off-mic. We need a microphone.

David Seignolle

executive
#16

I just said that I cannot because there were rules governing such actions in the Financial Market Authority. I'm not actually allowed to do so.

Emmanuel Blin

executive
#17

Interpreter can't hear the questions because the microphone is not being used. The situation is we have windows that may be opening and at such time, we'll see what every individual, whether in the executive committee or the group or have access to privileged information, if they can do whatever they feel is opportunistic. In the reference in universal registration document, all of the Board members have specific skills. They have skills in EUROAPI.

Unknown Shareholder

shareholder
#18

You don't have skills. Why you're the only one that doesn't have any experience in EUROAPI?

Emmanuel Blin

executive
#19

Who are you speaking to, madam? I don't know if you pointed him, but Mr. Seignolle is not a member of the Board. So I don't know what document you're referring to. Additionally, if there's one person here who knows our company the best, it is certainly him. This is all off mic, unfortunately. You need to pass the microphones because the interpreters cannot hear and translate the questions. Lady, Madam, what you're reading is the Board of Directors and not management. I think you're referring to that, which is regulatory and can only involve members of the Board in their actual skills. This is regulatory.

Unknown Shareholder

shareholder
#20

Thank you for the meeting. I would have 2 little questions. I'm an independent shareholder. In the last years, since EUROAPI has been listed, the stock market went down by 40% and by 30% to previous years. I'd like to know today what are the real ways of dealing with that. For example, the Brindisi site, will that make it possible to increase significantly the margins, so that we can have some visibility about the stock market listings in the light of FOCUS-27 or 2030. Are there dividend objectives involved in this?

Emmanuel Blin

executive
#21

That's a lot of questions. Indeed. Clearly, the stock market listings of the company have been extremely difficult. And I'd like to thank you as well as all of our shareholders for your loyalty in this context. What's its stake in the plan that we're implementing is to restore our competitiveness and our profitability of this company. From the point of view of the financial markets, this should be translated by successful execution of our plan. So today, the focus of management and of the company and the support of the Board is on the successful execution of the plan, which should enable us to get back to levels of EBITDA and profitability and to restore confidence in the company. And that will be happening half year after half year. And for us, today, we have to be disciplined in our execution of these policies. Regarding dividends, this question will arise when we will have cash flows that will make it possible.

Unknown Shareholder

shareholder
#22

Could you talk a bit about the risk factors, please, for the company, especially those connected with the contracts that the company has with Sanofi? And then your main competitor, could you talk about them? Who are they? And where do they stand? What's their status compared to the company?

Emmanuel Blin

executive
#23

Thank you. David will answer the questions, I think. David.

David Seignolle

executive
#24

The risk factors, well, initially -- well, the risks associated with our contracts with Sanofi have been analyzed and understood and we've been subjected to the drop in volumes that Sanofi was subjected to on their markets, too. And so because they're focusing on general medicine, and there have been volume drops. What's important for us now is to continue talking to Sanofi. We were on very good terms with them quarter in, quarter out. We had very good relations with them over the last while, and we're looking to the future. There's a clause for the reservation of capacity around EUR 54 million that was mentioned during the meeting. And for certain products, that will be volumes beyond the current MSA that we have -- quite a bit beyond the current MSA. And then we're talking about CDMO with Sanofi, new projects, future projects to be developed together in CDMO. So our relations are the normal relations between a client and their supplier working hand-in-hand in perfect cooperation to build the future together. That's the reality of our commercial approach with Sanofi. Concerning competitors, I'd like to have just one, sir. We're in the business area where there are more than EUR 100 billion earned in the general market. We represent a bit less than EUR 1 billion. And there's the merchant part and the non-merchant part. You have big pharmaceutical entities that do their APIs themselves and then there's the merchant side of the market like EUROAPI, where we're positioned with others. And in Europe, other companies have been subjected to the same impacts as ourselves. We're contending with Asian competitors, very aggressive people, with more recent plant and equipment and governmental constraints, let's say, that material costs and labor costs and all sorts of ESG constraints, environmental constraints that aren't the same as ours. We don't work in the same way as they do. We have a different context to live with. So they're very aggressive. So we have a close look at what the competition is doing, but especially we look at where we could win in what business segments, and we try to focus on the right products to have in our portfolio in a targeted way with a competitive product offering. And the FOCUS-27 plan will enable us to be more competitive on those markets that we want to be present in, where we want to win contracts. And our R&D colleagues are working hard every single day to work on innovative processes to enable us to be more and more competitive, and more competitive than our Asian competitors too. It's a lengthy answer to your question. I'm sorry for that, but it's keeping us going every single day.

Emmanuel Blin

executive
#25

All of this work to be done. There is another person with a question just being given a microphone.

Unknown Shareholder

shareholder
#26

Good morning, Mr. Chairman. Good morning, Mr. CEO. Good morning, everybody. It's perhaps not the first time it's been said to you, but I'll say it again, nonetheless. I'm not happy. And why? He's saying it in English. Because I've discovered that we've only got 38% of women, only 38% of women. You go beyond the legal minimum, but at the same time, it's not a good comparison with other companies. It's not a good benchmark because in other companies, there are 42 or more percent, even 50% and more in some companies of women on the staff. So couldn't you step up your efforts to have more women in the management teams, especially? I want to talk about the accounts as well. I heard about FOCUS-27, but it looks like you want to get back to long-term growth. Now what's long-term growth? There are emergencies to be taken care of. I know year in, year out, we've been making a loss. And you say you've got competitors. Will they leave you time to achieve this long-term growth that you want to achieve to turn around the accounts? Because I'm an accidental shareholder. I became a shareholder by accident. If I hadn't been a Sanofi shareholder, I wouldn't have been a EUROAPI shareholder. And even Sanofi, since the very start, they seem to be stepping back from the situation. They're bringing down the volume of business they're offering by the look of it. So FOCUS-27, but maybe it should be FOCUS-37, you're looking for long-term growth and long-term profitability. But the situation the company is in isn't something that augurs well for the long term. There are a lot of emergencies to be dealt with. We have to talk about turning around the accounts here and now, I would say.

Emmanuel Blin

executive
#27

Okay. Thank you for your questions, your 2 questions. On the female proportions of staff and management teams as well. Regarding diversity and inclusion, the company and the Board are mobilized. We're harnessing our efforts to achieve a better performance there, to make sure that in the top management echelons, in the management of the company generally, we would have an appropriate diversity picture. So every quarter, every half year, and throughout the year, we're working on that the whole time. And the second point, the objective of FOCUS-27 is initially to return to profitability in this company. That's a sine qua non condition, a prerequisite to enable us to invest in our growth drivers. So that's the whole challenge of this plan. In the context for forecasting volumes, it isn't easy. It's not easy to forecast volumes in this industry. It's the case for Sanofi. It's the case for all of our other clients, too. We're servicing pharmaceutical companies that have variable volume forecast, and that explains the variability of our volume forecast. So the challenge for us is to get back to a level of profitability that would enable us to invest, to do some capital expenditure. And that's with 2027 as a time line in mind. We're trying to do that by refocusing on the part of our product portfolio that has the most growth potential, because it's differentiated and is profitable. So we're trying in the coming few years to get back to profitability and, secondly, to have growth enablers in place via the refocusing plan on what is profitable. That's what David and the management team have to do half year in, half year out, and they'll be working on it actively throughout this year. A couple of answers of my own, says David.

David Seignolle

executive
#28

We talked about EUR 350 million to EUR 400 million of CapEx, but we communicated on the fact that it's between 2024 and 2027 and 60% would be dedicated to growth and performance activities. I've named certain projects concerning performance. Organic growth internally. We've got the right things. We're experts. We're specialized in certain areas, and we've got the right ingredients to succeed. And our teams are knuckling down to it. We won't wait for 2037. So don't be worried about that to get things done. And Sanofi does trust us, yes. They have confidence in us, and that's important to bear that in mind. I can't speak on behalf of Sanofi, but I can say what we see every single day with the Sanofi teams. A month ago, with Emmanuel, we were lunching with their CEO and their CFO. And Sanofi needs a European partner that's sustainable. That's an enduring partner that can supply APIs in Europe. That is in line with what we presented earlier. That's our road map, and we're aligned to achieving that ambition together. So that's why Sanofi helped us in financing our FOCUS-27 plan last year with the reservation of capacities beyond 2027. So I think -- I believe that Sanofi does trust us. Maybe at the next Sanofi AGM, you can ask them. Well, it's not up to us to comment on this, but Sanofi has invested millions of euro in the company in 2024. So that's the proof of it.

Unknown Shareholder

shareholder
#29

Mr. Chairman, good morning. I'm over here. I'm sorry, but I find it difficult to speak. I've got a bit of an impediment right now. But I'd like to thank you for your presentations. It wasn't easy for me to follow everything because of the context regarding visibility of the company. I was given a piece of equipment that hasn't helped me, and I was asked to sit here, and it was hard for me to read your lips. So I've already taken part in previous AGMs for other CAC 40 companies that in terms of inclusion had interpreters who would help people who have the disabilities I have. Using artificial intelligence, they can now subtitle what people say. And my question is as follows: At what future AGM will you be using this technology using AI that would make it much easier for people with disabilities. It would help them to understand things in a way that -- I mean I haven't managed to understand things today.

Emmanuel Blin

executive
#30

Thank you, sir, for your question. I don't know exactly what technology we'll use at next year's AGM, but we will use a technology that will enable you to follow what's going on at the meeting in an appropriate manner, next year at the 2026 AGM.

Unknown Shareholder

shareholder
#31

I'm willing to help you to do that. Thank you.

Unknown Shareholder

shareholder
#32

Thank you, gentlemen, for being optimistic. The new Board seems to be confident and optimistic, but there's a question that comes to mind for me. The stock price that's plummeted, maybe it's because the spin-off price was too high. What do you think?

David Seignolle

executive
#33

I'm totally unable to answer that, I'm afraid, Mr. Blin. Quite simply. I'm totally unable to answer that. And I don't know if anybody has an answer to that question.

Unknown Shareholder

shareholder
#34

Yes. Good morning, Mr. Chairman. Good morning, everybody. Sanofi represents almost 50% of the revenues. Sanofi being the main client has a bound and duty to protect you, I would think, because as you're a big supplier to Sanofi, they have obligations to EUROAPI, it seems to me. Now Sanofi would like you to disconnect yourself a bit from their volumes and that you would increase your volumes with other clients, it seems. So it's a bit contradictory, isn't it, because they're investing heavily in EUROAPI, and they're responsible in a way for certain things, because they're a major client and you're a big supplier for them, otherwise, you disappear. And at the same time, they want you to find other clients, because your leading client is themselves, Sanofi. So it's a rather difficult situation, isn't it? I do understand that Sanofi would continue to invest in the company because morally and legally speaking, they haven't really any choice right now, unless I'm wrong.

Emmanuel Blin

executive
#35

David mentioned this. The meeting that we had with the Sanofi management people quite recently, less than a month ago, actually. So I'd like to underscore 3 things. Firstly, Sanofi supports us. That's one thing. They do support us. And clearly, the decisions taken by Sanofi in 2024 were very important decisions that enabled us to obtain refinancing. Secondly, we're in a business relationship, commercial framework with Sanofi. It's crystal clear. We depend on the Sanofi products we supply. They have their own volume forecast, and we've got to supply to Sanofi what they need. And in the context where there's a medium-term commitment, we have the MSA, as you know, the marketing and service agreement that's being renegotiated for the upcoming period. So that's clear. They are facts. So this customer supply relationship has got to be a healthy one between Sanofi and ourselves. And it's a perfectly clear context for the Sanofi management people, as for ourselves. It's all very clear. And the third point you mentioned is independent of our relationship with Sanofi. The third point you mentioned is that it's absolutely key for your company, EUROAPI to get back to growth pathways with clients that are not Sanofi. And that's why it's absolutely key for us to get back to a level of profitability that will be appropriate as quickly as we can, so we can invest in growth enablers that David was talking about. So we can go out and win those new clients. But that's independent of our relationship with Sanofi. It's a plan that the management has to succeed in achieving.

Unknown Shareholder

shareholder
#36

I didn't see, in your communication, the revenue figure for the first 3 months of the year. It seems to me that that's a legal obligation. Have you got the figures for the first quarter of the year?

Emmanuel Blin

executive
#37

Well, we report our earnings every half year under our legal obligations. That's what's required. Maybe David can talk about the current year.

David Seignolle

executive
#38

At the end of April, we were in line with our annual objectives that were communicated on by Emmanuel, quite in line with what was communicated to you before, up to the end of April.

Unknown Shareholder

shareholder
#39

Could you -- compared to the first quarter 2024, how is the first quarter in 2025? Give us a few figures. We're up? Is it down? Talk to me a little bit about that first quarter 2025 compared to the first quarter of '24.

Emmanuel Blin

executive
#40

We announced -- we gave a guidance, as they call it. We announced our expectations for '25 in terms of sales and EBITDA on the basis of what we observed since the beginning of the year. We have no particular comment to make about our ability to deliver what we announced for 2025. So we are in line with what we announced for 2025, but we have no particular comment to be made with respect to what we've already said. The next results will be communicated at the end of the first half year, i.e., the end of July. You'll have a bit more information at that point. And we have no obligation for publication on a quarterly basis. So we are compliant. And in several of the questions that were asked, we have obligations, legal obligations that stop us from doing what you want concretely and very simply. If we had been strongly deviant, we would have had to issue a profit warning, which we didn't do. So we're pretty much in line. So that's good news. No news is good news. This is offline. I can't hear anybody. Please use the microphones.

Unknown Shareholder

shareholder
#41

I find that you're hiding a lot behind the legal obligations, because I'd like to remind you and get back to my first question that when the first director -- the first General Director of EUROAPI was appointed, he didn't even say hi in French. He bought a lot of shares personally. And for legal reasons, you say you can't give us a figure for legal reasons. I mean you're very gifted in not saying things. That will be the last question.

Emmanuel Blin

executive
#42

Thanks for waiting 2.5 months to have the half yearly results in the first half year of 2025. Thank you for understanding the fact that we are telling you today that the way we are moving forward in 2025 up until now is compliant with what we announced for the total over the year, which is, in fact, a good news.

Emmanuel Blin

executive
#43

Let's move on to the vote for the resolutions.

Sebastien Hache

attendee
#44

Before moving on to the vote, ladies and gentlemen, I'd like to inform you that we are at 678.007% of the capital. Resolution. The video perhaps. We're going to explain how to use the voting units. Ladies and gentlemen, the unit that was handed over to you is strictly personal. The number of votes that you have or that you represent is loaded into that unit and is displayed on the screen. You will only be able to use the 3 green, yellow, and red buttons. The green corresponds to a vote in favor of, yellow is in abstention, and the red one is against. After the resolutions are read, we will proceed to the vote immediately. And so the vote will be declared as being open. At this point, you will see a blue rectangle on the side indicating the countdown of the seconds you have to make your choice of those 3 buttons in the vote. After that period of time is over, say that the vote is over, you will no longer be able to vote. You will see the results in a few seconds after the closure of the vote. One last indication, please turn off your cell phones during the vote and to hand back your units as you leave the room. So we're going to start Resolution 1, approval of the parent company financial statements for the year ended December 31, 2024. The vote is open. [Voting]

Sebastien Hache

attendee
#45

The vote is closed. The resolution is carried. Resolution #2, approval of consolidated financial statements for the year ended December 31, 2024. The vote is open. [Voting]

Sebastien Hache

attendee
#46

The vote is closed. Resolution is carried. Resolution #3, appropriation of net income for the year ended December 31, 2024. Vote is open. [Voting]

Sebastien Hache

attendee
#47

The vote is closed. Resolution is carried. Resolution #4, approval of agreements between certain subsidiaries of the company and companies in the Sanofi Group. The vote is open. [Voting]

Sebastien Hache

attendee
#48

The vote is closed. Resolution is carried. Resolution 5, setting the amount of total compensation paid to the company's Board of Directors. Vote is open. [Voting]

Sebastien Hache

attendee
#49

The vote is closed. Resolution #6, approval of information relating to remuneration paid to corporate officers in 2024 or granted in respect of the same year. Voting is open for Resolution 6. [Voting]

Sebastien Hache

attendee
#50

Vote is closed. The resolution is carried. Resolution #7, approval of total compensation and benefits of any kind paid in fiscal year 2024 are allocated in the same year to Mrs. Viviane Monges, Chairman of the Board of Directors until December 9, 2024. Vote is open. [Voting]

Sebastien Hache

attendee
#51

The vote is closed. Resolution is carried. Resolution 8, approval of total compensation and benefits of any kind paid in fiscal year 2024 or granted in respect of the same year to Mr. Emmanuel Blin, Chairman of the Board of Directors from December 9, 2024. Vote is open. [Voting]

Sebastien Hache

attendee
#52

The vote is closed. The resolution is carried. Resolution 9, approval of total compensation and benefits paid in 2024 or allocated in respect of the year for the same financial year to Viviane Monges, Managing Director until February 28, 2024. Vote is open. [Voting]

Sebastien Hache

attendee
#53

The vote is closed. The resolution is carried. Resolution 10, approval of total compensation and benefits of any kind paid in fiscal year 2024 are granted in the same year to Mr. Ludwig de Mot, Chief Executive Officer from March 1, 2024 to December 9, 2024. The vote is open. [Voting]

Sebastien Hache

attendee
#54

Vote is closed. Resolution is carried. Resolution 11, approval of total compensation and benefits of any kind paid in fiscal year 2024 are granted in respect of the same year to Mr. David Seignolle, Chief Executive Officer from December 9, 2024. The vote is open. [Voting]

Sebastien Hache

attendee
#55

The vote is closed. The resolution is carried. Resolution 12, approval of compensation policy for members of the Board of Directors. The vote is open. [Voting]

Sebastien Hache

attendee
#56

The vote is closed. Resolution is carried. Resolution 13, approval by the compensation policy for Mr. Emmanuel Blin, Chairman of the Board of Directors. Vote is open. [Voting]

Sebastien Hache

attendee
#57

The vote is closed. Resolution is carried. Resolution #14, approval of compensation policy for Mr. David Seignolle, CEO. The vote is open. [Voting]

Sebastien Hache

attendee
#58

The vote is closed. The resolution is carried. 15th resolution, purchase by the company of its own shares. The vote is open. [Voting]

Sebastien Hache

attendee
#59

The vote is closed. The vote is carried. 16th resolution, cancellation by way of capital reduction of shares purchased by the company. The vote is open. [Voting]

Sebastien Hache

attendee
#60

The vote is closed. Resolution is carried. Resolution 17, capital increase with preferential subscription rights for shareholders. Vote is open. [Voting]

Sebastien Hache

attendee
#61

The vote is closed. Resolution is carried. Resolution 18, capital increase without shareholders' preemptive subscription rights by means of a public offering other than those covered under Article L. 411-2-1 of the French Monetary and Financial Code. The vote is open. [Voting]

Sebastien Hache

attendee
#62

The vote is closed. The resolution is carried. Resolution #19, capital increase with cancellation of shareholders' preemptive subscription rights by means of offers exclusively to qualified investors and/or a restricted circle of investors acting on their own behalf in accordance with Article L.411-2 first of the French Monetary and Financial Code. The vote is open. [Voting]

Sebastien Hache

attendee
#63

The vote is closed. The resolution is carried. Resolution 20, power to increase the amount of issues in the event of oversubscription in connection with capital increases with or without shareholders' preferential subscription rights. The vote is open. [Voting]

Sebastien Hache

attendee
#64

The vote is closed. The resolution is carried. Resolution 21, authorization to issue ordinary shares or securities carrying rights to shares of the company without preemptive subscription rights for existing shareholders in favor of certain categories of beneficiaries. The vote is open. [Voting]

Sebastien Hache

attendee
#65

The vote is closed. Resolution is carried. Resolution 22, capital increase in connection with the public offering initiated by the company. The vote is open. [Voting]

Sebastien Hache

attendee
#66

The vote is closed. Resolution is carried. Resolution 23, capital increase to remunerate securities contributed to the company. The vote is open. [Voting]

Sebastien Hache

attendee
#67

The vote is closed. The resolution is carried. Resolution 24, overall limits on financial authorizations. The vote is open. [Voting]

Sebastien Hache

attendee
#68

The vote is closed. Resolution is approved. Resolution 25, capital increase by incorporation of reserves, profits, premiums or other items. The vote is open. [Voting]

Sebastien Hache

attendee
#69

The vote is closed. The resolution is carried. Resolution 26, allocation of company share subscriptions or purchase options to company employees and executive directors. The vote is open. [Voting]

Sebastien Hache

attendee
#70

The vote is closed. Resolution is carried. Resolution 27, free allotment of company shares to employees and executive directors. The vote is open. [Voting]

Sebastien Hache

attendee
#71

The vote is closed. The resolution is carried. Resolution 28, overall limits on financial authorizations for the granting of stock options and bonus shares. The vote is open. [Voting]

Sebastien Hache

attendee
#72

The vote is closed. Resolution is carried. Resolution 29, capital increase reserve for employees participating in the company saving plan. The vote is open. [Voting]

Sebastien Hache

attendee
#73

The vote is closed. The resolution is carried. Resolution 30, amendment to Article 13 of the company's Articles of Association concerning meetings and deliberations of the Board of Directors. The vote is open. [Voting]

Sebastien Hache

attendee
#74

The vote is closed. The vote is carried. Resolution 31, powers for formalities. The vote is open. [Voting]

Sebastien Hache

attendee
#75

The vote is closed and the resolution is carried. Thank you.

Emmanuel Blin

executive
#76

Thank you. Ladies and gentlemen, this concludes this Annual General Meeting. I thank you for your participation, and I wish you an excellent afternoon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

This call discussed

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