Euroapi S.A. (EAPI) Earnings Call Transcript & Summary
May 27, 2026
Earnings Call Speaker Segments
Emmanuel Blin
executiveLadies and gentlemen, good morning, and welcome. I would like, first, to thank you for being here despite this heat wave in the spring. Thank you for being here today, and thank you for the trust you are giving us. We are very happy to review the performance for fiscal 2025 and to submit the draft resolutions to your vote. So in a challenging context, we want to make this annual meeting a moment of sharing and openness. I will be chairing the meeting with the scrutineers being Clemens Udo from Sanofi and Cyril Rolling from L'Oreal. Sebastien Hache will serve as Secretary to this meeting in his capacity of Secretary to the Board. With me on stage are David Seignolle, the CEO of the group; as well as Olivier Falut, the CFO of Euroapi. I would also like to thank our statutory auditors, including Eric Picard for the BDO firm, who will be reviewing the various reports. So I declare the 2026 Annual Meeting opened, and I give the floor to Sebastien Hache.
Sebastien Hache
attendeeThank you, Chairman. Since safety is key at Euroapi, you have the map of this room, where you have the emergency exits being displayed. Now, the Annual Meeting was convened by convening notice published in the legal gazette on the 20th of 2026 as well as a convening notice posted on the online legal gazette on the 29th of April 2026. Ordinary letters were sent out to all registered shareholders under Article R225-68 of the Commercial Code. Ernst & Young Audit and BDO Paris are the two auditing firms who are here present with us. With respect to the attendance sheet, an attendance sheet was signed by each person in this meeting when they entered the room, either in their personal name, as registered shareholders, or in their capacity of proxies. It is noted that 211 shareholders, 65,000,702 shares, representing 68.93% of capital. The meeting is thus declared as properly constituted and can validly be organized in its ordinary and extraordinary form. Now, all of the documents, as provided by law, are here on this table, and they were made available to the shareholders at the head office of the company and in the website of the company. Now, let us review the agenda for today, 22 items fall within the remit of the ordinary and shareholders' meeting like the approval of the financial statements, the related party agreements, the renewal of the directors, say-on-pay policies, and 3 resolutions within the remits of the extraordinary annual meeting. This agenda was approved by the Board Meeting of the 16th of March 2026, and I would like to tell you that no shareholder has put forward any draft resolution. Thank you.
Emmanuel Blin
executiveThank you, Sebastian. David and Olivier will be with me to review the performance and results as well as status of the Focus 2027 plan. After my brief introduction, Olivier will be walking you through the results of fiscal 2025. And David will tell you about the outlook and the FOCUS-27 plan. After David's talk, I will review some developments in the governance structure of the group. Then, Elizabeth Bastoni, who chairs the Appointment and Compensation Committee will review the compensation policy for the corporate officers will answer any questions you may have after the detailed presentation of the resolutions and the reports of the statutory auditors. And before you take your vote, all of the presentation will take place in French. Simultaneous interpretation services available in English as well as live transcription of the presentations and discussions as was requested by a person with hearing deficiency last year. We all know that 2025 was a challenging year. In a tough environment, with tensions in our markets. Here, also, competition, especially from Asia and dynamics, which are not as favorable as we had anticipated. In this tough context, our teams have proved extremely dedicated and committed. They mobilized across all fronts to strengthen our effectiveness, strengthen our positions and pave the way for the future. And Olivier Falut, our CFO, will review the various revenue aspects in some more detail. In such a context, again, the tough context, all of our employees in the group behaved with great discipline, practical and pragmatic behavior and determination, especially with a goal, which was to optimize our base of cost by reducing external expenditures in order to maintain and strengthen our financial discipline and also to generate margin in order to pave the way for our future growth and our selective action. These measures, which were taken in 2025, which are still underway in '26, are not adjustments, but they reflect structural developments and changes in the company and business model. And even though some KPIs connected with our plan reflect the reality, i.e., external pressure. We have a clear course. We know where we're heading to, and we have discipline to go about it. Now, going back to how the company is changing, the key point was the appointment of David Seignolle as new CEO in late 2024 and as well as the almost total renewal and change of our Executive Committee around David. We have a strong, cohesive leadership team with experienced professionals with a rich and complementary background, some with in-depth knowledge of the industry, some coming from different backgrounds and industries. What they have together is expertise in their own respective areas, which you may expect from directors and to be fully dedicated to the success of the company and to work cohesively as a team. Each member then actively contribute to the success of Euroapi with the common goal of sustainably transforming the company while strengthening its performance. So this renewal is not just a change in the governance mechanism. It's a key driver to keep changing and transforming Euroapi, which is an additional form of assurance for the Board, Euroapi to deliver on its road map and on its strategic goals. Now, in fiscal 2025, we have stayed the course. And despite the headwinds, some key measures were taken so as to deeply change the company. The most important of those was the change in the product portfolio. In 2025, 2/3 of our revenues originated in API products, i.e., differentiated APIs up from 57% 2 years ago. This was a major change in our Focus 2027 plan, we want to be 70% of this proportion next year. In the CDMO business, the same big change. We went from a very broad opportunity-driven portfolio to a more mature portfolio with more than 2/3 of our projects being in an advanced phase, i.e., more visibility in the pipe, less risky projects as well. Finally, in order to implement this change, obviously, we have extended our industrial footprint, and we worked by taking resolute action and improve the productivity levels across our locations, and we have paid for the future by the selective CapEx program. Now, this is happening in a challenging environment, as I said, and knowing that the market is a changing market. It's a market with some EUR 200 billion in value, and 80% of the value being dominated by small ingredients market, which keeps growing with high potential. At the same time, the rules in this game are changing with increased pressure on margins, especially on the basic APIs, where all operators are confronted with pressures on their profitability. Among those, the reality is that the production costs are significantly higher in Europe than in other regions, especially China. And this generates substantial imbalances and requires that we, Euroapi, among other European operators, have to adapt. This involves the necessary change in our product portfolio. The key major change with respect to the supply chain. You know that Europe is highly dependent on Asia, especially China, for a number of the so-called essential APIs, especially antibiotics. So there are strategic issues with respect to health sovereignty and securing our supply chain. So the market is becoming more segmented, more polarized, more selective. This changes are not just constraints, pressure on margins, but there are as well as many opportunities for companies, which are capable of standing out, differentiating, innovating and transforming. And this is exactly this momentum of change that Euroapi is engaged in. And David will repeat this in a more tangible manner, but we have initiated FOCUS-27 as a strategic plan. Our markets are changing. So quite quickly, the Board considered that we had to move faster and go further in transforming and changing the group. So Focus 2027 basically paves the way to establish robust foundations. We initiated transformation. We made defining decisions and started to deliver tangible results. But today, agility in execution and velocity in the execution will be key success factors. So we decided to accelerate in fiscal 2025 and to intensify the rollout of our FOCUS-27 strategic plan. And David will give you more detail on that. We decided to launch complementary targeted initiatives in order to sustainably strengthen the company and prepare for the future. These initiatives have a clear goal, i.e., improve our performance, strengthen our robustness, our resilience and position Euroapi on more buoyant and dynamic segments in the market. David Seignolle will review these initiatives in some more detail, knowing that we consider them as defining and important, showing that we are capable to adapt, be agile and change and develop our plan depending on the context. So David will review these initiatives in detail, but Olivier Falut will walk you through the results and performance of fiscal '25.
Olivier Falut
executiveThank you, Emmanuel. Ladies and gentlemen, good day. I will start by a brief overview of our key performance indicators for fiscal '25. Revenues reached EUR 848 million, down 7% over '24. Core EBITDA, not including one-offs connected with the implementation of FOCUS-27, reached EUR 66.2 million, i.e., an EBITDA margin of 7.8%. EBITDA, which includes the EUR 56.3 million of nonrecurring items, reached EUR 9.9 million. Capital expenditures were EUR 77 million, i.e., accounting for 9% of revenues. Important to note that 55% of this CapEx were for growth and performance driven projects, but we'll go into some more detail later on. We've ended 2025 with a positive cash position of EUR 68.2 million, improving our working capital requirements by some EUR 120 million. Now, let's look into our consolidated financial statements, starting with the accounting KPIs, including EBITDA. As you can see, the group's EBITDA was positive by EUR 9.9 million in fiscal '25 compared with a loss of EUR 43.6 million in '24. This improvement originates in the reduction of nonrecurring items, which reached EUR 56.3 million in fiscal '25, down from EUR 94 million in '24, among those, EUR 58 million are directly connected with FOCUS-27. We registered EUR 36 million of under activity costs mainly due to the streamlining of the Frankfurt location. We accounted for EUR 6.6 million of internal and external expenses connected with the transformation process of the company. And payroll expenses reached EUR 13.5 million on the back of some restructuring efforts, mainly covering the Frankfurt plant as well as the disposal of Haverhill in the U.K. 2025 was marked by lower operating expenses related with lower payroll expenses and savings on external spending, as Emmanuel mentioned in his introductory remarks. Now, with respect to items below the EBITDA. Operating income reached was a loss of EUR 130 million in '25 compared with a loss of -- an operating loss of EUR 120 million in '24. Depreciation and amortization remained stable last year, and impairments -- asset impairment increased. This reflects the shutdown of the vitamin B12 project in Elbeuf due to the reassessment of its economic upside in a more and more competitive pricing environment. And the second factor was that we align the long-term growth assumptions with the latest market trends. If we go on in the analysis, net financial investment income improved with a negative amount of EUR 7.5 million in 2025, down from EUR 19.1 million in interest reserve loss. This translates the reduction of the financial expenses following the financing plan then. The tax charge of EUR 72.9 million in '25 includes the impairment of deferred tax assets. All this leads to a net loss of EUR 211 million, up from EUR 130 million in fiscal 2024. So as was mentioned before, capital expenditures reached EUR 77 million in '25, i.e., 9% of revenues, down year-on-year because we stood at EUR 108 million for fiscal '24. 55% of CapEx were devoted to growth and performance-driven projects to support initiatives to improve capacity, improve efficiencies in the key domains like peptides and oligonucleotides, prostaglandins and corticosteroids. 21% of CapEx were connected with compliance-related investments. As a reminder, this portion of investments relates to issues of safety, quality and environment requirements, some of it being mandatory. 24% of CapEx remaining are with maintaining the existing asset base. Now to end the review of financial KPIs some words on the change in our cash position, which was positive by EUR 68.2 million in late 2025 versus EUR 24.6 million back in fiscal '24. Cash flows from operations generated EUR 128.5 million in fiscal '25, this performance, mainly originated in the change in working capital requirements, which improved by more than EUR 120 million. This improvement of working capital requirements reflects some factors. Number one, reduction in our inventories in the order of EUR 38.9 million, reduction in receivables, supported by factoring program, which is launched in 2025. The current assets and liabilities have improved as well, including EUR 36 million paid out by Sanofi in order to reserve minimal capacity across 5 selected products, EUR 18 million for subsidies and grants paid out at the start of the IPCEI program and EUR 6.5 million connected with the monetization of the research tax credit program in France. Taking into account the EUR 77 million of CapEx, which I mentioned earlier, available cash flows before financing reached EUR 51.5 million in 2025, up from EUR 15 million in '24, only finally, cash flows from financing operations include the cost of debt in the order of EUR 3 million, which is clearly down following the refinancing process, which came about in 2024. Now, to end my presentation, let me share some nonfinancial factor numbers. The challenges in the course of 2025 has not weakened our sustainability commitments and requirements. Our goal to reduce carbon emissions in the short term were validated by the SBTi organization, which clearly illustrates the strong alignment of our trajectory with the Paris Accord goals and requirements. Looking at our Mission '25, clear progress is visible. We reached half of our goals for Scope 1 and Scope 2 emissions, and we already have exceeded our goal for Scope 3 emissions. This is a major milestone for the company. With respect to diversity in the context of reorganizing the group, our goal for 2025 was not fully reached. We must recall that back in '23 and '24, our diversity ratio had improved even exceeding our goals at the time. The long-term momentum remains positive. With respect to safety, despite some pursued efforts, the frequency rates remained stable in 2025. The majority of injuries of low severity due to trips and falls. Having said that, one accident is one accident too much, and we will strengthen our process by analysis of root causes and proactive preventative actions. David will now review the prospect and outlook for 2026 and FOCUS-27.
David Seignolle
executiveThank you. Greetings, dear shareholders. So in line with the presentation of the accounts for fiscal '25, let me start by the outlook for 2026. As Emmanuel just stated, the environment -- the market environment remains tough and will continue to change fast. Competitive pressure, notably from Asia, low-cost Asian players is intensifying. Against that background, we shall pursue rationalization of our business in order to focus our resources on the most differentiated products, those that create -- generate most value. Some nondifferentiated APIs need to be stopped. But they will weigh on our activity in 2026. The impact will be between EUR 55 million and EUR 60 million on the year's revenues. As a result, we anticipate a drop of around 10% of revenues like-for-like. In view of that situation, we are pursuing our cost reduction efforts. We are striving to improve our industrial performance and to control our cash. Of course, the priority remains the protection of our profitability while strengthening our operational model. We, therefore, anticipate that 2026 shall have a core EBITDA margin on the whole in line with 2025. We shall also continue to apply very strict discipline on investments with a CapEx ratio expected at around 8% of revenue. Let me now return to the evolution of our FOCUS-27 plan and the actions implemented to adapt to Euroapi to the new environment. The purpose of the Focus plan is to significantly strengthen Euroapi's fundamentals and deeply transform a number of key aspects of the group, including our API portfolio and our CDMO business. It's also important to adapt our industrial footprint to reduce our cost base lastingly, while simplifying our organization. Over a period of 2 years, these actions have already produced concrete results. We have strengthened our operational discipline and made the company more agile and more resilient. Emmanuel told you about the progress made by the plan. I won't go into much more detail, but one must really insist on the fact that these are really truly structural initiatives, we have delivered a major part of the plan despite difficulties. We have deeply improved the quality of our portfolio by limiting nondifferentiated products. We have derisked our CDMO business, and we have gained additional visibility. We've also transformed our industrial footprint, notably with a withdrawal from Haverhill, improve productivity, adaptation of our production capacity with very concrete results and often in advance of the planned deadlines. In parallel, we have simplified our organization, refocused our priorities and sustainably reduced our costs. Euroapi is now more agile, more disciplined and better prepared for the future than it was in 2023. We've evoked this before, but operational discipline is reflected in a very strong improvement in our capital allocation policies. Our CapEx were down from EUR 137 million to EUR 77 million between 2023 and 2025. The ratio was brought from 14% to 9% over a period of 2 years. And very soon, 8%. This evolution reflects a much more selective prioritization of our investments with a focus on more profitable products that strengthen our competitiveness in the long term. We shall continue to invest in our strategic platforms, notably peptides and oligonucleotides, prostaglandins, opioids as well as complex APIs where the entry barrier is very high. In parallel, we have also made the necessary decisions when market conditions no longer justified investments as was the case for project vitamin B12. Emmanuel evoked this earlier, the environment around us has changed very fast and very deeply and much more than anticipated. And this evolution is imposing adaptations. We need to strengthen and become even more demanding in terms of execution. We have initiated a transformation of the company. A lot remains to be done, but transformation is very much underway. Structural actions have been initiated. The foundation is becoming more robust, and the team is mobilized. At the same time, of course, the reality of the market is forced upon us, but we cannot afford to slow down. Quite the contrary, must accelerate execution of the plan, go quicker, go stronger, be more selective and boost performance. And in order to go further, we are launching new initiatives to further strengthen our competitiveness, and of course, to lastingly support growth. So the acceleration of FOCUS-27, our transformation is based on 3 strategic pillars. The first one, as I was just saying, is obviously growth. We wish to relaunch growth with more attractive offerings in our API, CMO, and CDMO business lines by strengthening our sales excellence and continuing our geographical expansion. First of all, we shall be continuing to reduce our exposure to small standard active ingredients, which are subject to very high competitive pressure to refocus on segments with a very high entry barriers, such as prostaglandins, corticosteroids, opioids. We are also going to strengthen our commercial CMO business because we are perfectly able to offer reliable and sovereign production to our customers, who, especially as they wish to secure their supply -- API supply chain that will allow us to secure a repeat business and improve the usage rates of our production capacity. We're also going to refocus on CDMO our business on strategic customers and complex active ingredients, notably peptides and oligonucleotides, which means that we will stop diluting our sales efforts to focus our resources on key accounts and projects on which we have a high chance of success. Second pillar is the continuity of the Focus plan, operational excellence. We are accelerating standardization of processes to improve our production costs. We're also optimizing our supply chain in order to reduce costs. And naturally, we are sustainably improving our cost structure, all of this, of course, improves -- has the capacity to improve competitiveness. And then third pillar, our organization. We are adapting our competence, our skills to a fast-moving environment, simplifying our processes and moving our governance to become more effective and responsive. In parallel to all of this, we must not forget that success for our FOCUS-27 plan requires preparing for the future with a long-term ambition that can generate value. Euroapi, wishes to become a benchmark European reference supply and complex APIs, a sovereign supplier, a reliable partner for CMO for existing APIs and a trustworthy CDMO for the development of new active ingredients and new medications. The market evolutions we're witnessing today further strengthen the relevance of our positioning. Health sovereignty, more secure supply chains, the need for reliable industrial partners, all of this is becoming increasingly strategic for ourselves and for our industry as a whole. We are transforming Euroapi with methods, discipline and great determination. Our model will become more competitive, more agile, more resilient, but also more demanding in capital allocation. The decisions we are making today are indeed tough, but they are necessary if we are to sustainably strengthen the group and prepare for long-term success. We're moving forward eyes wide open in the face of the challenges that are around us, but we are very confident in our assets and our ability to transform. This is the path we shall follow in the best interest of all of our stakeholders. Many thanks for your attention. And now back over to Emmanuel.
Emmanuel Blin
executiveThank you, David. Let us now discuss governance and then compensation and benefits. I would like to talk about the great quality of the Board. There are less members now. It is more focused. We have had some who have been working with Euroapi from the onset and who are very well versed in all of the company's issues. All of that is extremely valuable because it provides hindsight and stability in key moments. So along these directors who have been from the onset, we have other directors who have complementary expertise and who further enrich the Board, 63 members of the Board are independent, which makes them, of course, objective and independent in the decision-making process. We also have an international opening with 4 different nationalities, which is, of course, crucial for a global company. And finally, I would like to talk about the commitments of our employee representatives and say that their contribution is extremely valuable because they truly understand the reality on the field and the in-house momentum within the company, and truly, their contribution improves our work and makes our decisions more relevant. So we have different profiles, different prospects, different outlooks, which strengthen the entire Board. Let me also tell you -- do I have the slide? Sorry. So the Board is deeply engaged and highly active. And again, it worked very hard in 2025. The context is very demanding. Of course, a lot of new decisions had to be taken. And we played our part in supporting, challenging and working with management in the implementation of FOCUS-27. There were 9 Board meetings in the year, with a participation rate of almost 100%, which is not very frequent. But beyond the frequency of these meetings, it's also the diversity of subjects discussed that's important. We were at the heart of a number of structural decisions, of course, the strategic road map, the growth prospects in the medium and long term, our ambitions post FOCUS-27, as David just discussed, and of course, we're also deeply involved in the reorganizing the Excom. And we remain deeply engaged in all of the decisions, which may affect the long-term path of Euroapi, of course, the management needs to play its role. Let me note that our decisions were always taken in a collegial manner with full responsibility and in the best interest of all of our stakeholders, among which naturally our shareholders. And I would say that, that deep commitment, strong commitment of management is a good sign. As for the Board committees, there are a few changes within these committees, Tristan Imbert is now chairing the Audit Committee as an independent director after the departure of Rodolfo, where there was a conflict of interest because of his new job, a new job, a new position he took on in 2025. And the representative of the French government now joined the ESG Committee. So in terms of the proceedings, attendance, more than 90% for all of the committees. The Audit Committee was involved in examining the company's financials and risk management in a very significant way. The Remuneration Committee and the review of the independence of directors and for the ESG Committee, they monitored our commitments in terms of sustainable development and our sustainability declaration. So before I yield the floor to Elizabeth, I would like to tell you about a proposal, which we shall be -- a number of proposals we will be asking you to vote on to try to modify the manner for which one votes for directors so that the renewal that all of the directors be renewed in 2026, rather than a tiered approach. And it's quite unusual that it's linked to the history of the Euroapi carve-out. A number of current directors were appointed in May 2022, when the group was created; Elizabeth Bastoni, Cecile Dusart and myself. In addition to that, in 2023, Mattias Perjos was appointed for a 3-year term, which is a habitual in France, which now brings us to a rather unusual situation. Notably, we only have a single cohort of directors whose term of office is reaching an end simultaneously. And therefore, we would like to suggest different durations for these terms of office, 1, 2 or 3 years so that we don't end up in the exact same situation down the road. So the decision of this tiered approach addresses a number of complex ideas to ensure continuity of the Board to guarantee stability of governance in the long term, which is, of course, very important in our industry. This also aims to facilitate the gradual integration of directors in a more effective way, and it allows a better organization of succession plans. So we believe this is truly in the company's best interest and particularly for our minority shareholders. So now over to Elizabeth, who chairs the Compensation and Appointments Committee.
Elizabeth Bastoni
executiveThank you, Emmanuel. And dear shareholders, a good day. I would like to start by reviewing the compensation of the independent directors and part of the Chair of the company for independent directors based on a budget of EUR 450,000 approved at the last meeting, it is suggested that EUR 396,784 be approved, including fixed portion of EUR 60,000 by independent director, depending on the role in each committee. The compensation of the Chairman of the Board will be EUR 270,000, in line with the approved policy in our exposed compensation for the CEO is made up of the following items: fixed portion of EUR 485,000, flexible portion of EUR 397,700. Other items in the order of EUR 88,344. The total will be EUR 971,044. With respect to the flexible portion of the compensation for the two financial indicators that of the core EBITDA margin was reached by 60%. And the cash flow KPI was exceeded by an amount of 150%, which explains why we have 102.5% as total achievement, and the Board of Directors considered that the 3 individual goals for the CEO were achieved. So the Board has been satisfied with the first year of David Seignolle as serving despite it being a tough environment. Although he left the company in late 2024, we ask you to approve the balance payment of the flexible portion of 2024 of Ludwig de Mot. During the previous meeting, you approved the payout of EUR 143,700 after correction of the achievement rate for one of the KPI, the amount was adjusted up to EUR 151,130. So the balance to be paid out is EUR 7,430. Now let's move on to the compensation policies for fiscal 2026. We move by way of resolutions 18 and 19 to approve the compensation of the directors and the Chair of the Board maintained to their 25 level. The individual compensation of independent directors will be distributed as follows: the fixed amount of EUR 60,000 by director, whose payout will depend on the actual attendance, attending a minimum of 80% of Board meetings. Specific additional compensation to be granted to committee members remaining unchanged compared to 2024 with a compensation of EUR 4,000 for any director traveling to a non-European country. With respect to the Chief Executive Officer, the Board of Directors moves that his compensation be maintained to EUR 485,000. The target flexible portion being 80% of the fixed annual portion, similar to last year. The payout of the flexible portion will be dependent on the achievement of a number of goals, which are collective in the amount of 60% as well as individual qualitative objectives in the amount of 40%. Individual goals and targets were defined consistently with the company's strategy. 15% of flexible portion for fiscal '26 will be dependent on the successful rollout of a commercial recovery plan, 10% covering the optimization of the organizational structure and 15% covering the development of strategy aiming at the sustainable viability of the company. Knowing that it is key to restore the growth dynamics for your company, the Board of Directors decided to introduce a new mechanism with commercial performance incentive for fiscal '26. If the revenue for fiscal '26 reaches or exceeds a predefined amount, which is higher than the budget amount, a multiplying factor of 1.25 would be applied to the total compensation amount for the flexible portion of this year. Now, the long-term compensation for the CEO remains a key component in the senior leadership team as well as for the CEO. In 2025, David Seignolle was granted both stock options and free performance shares which all were dependent on the performance terms and conditions via Resolution 24, we moved to authorize the Board of Directors to grant freely within the next 26 months shares of the company reserved for employees and corporate officers in the limit of 3.6% of capital stock, including 1%, which could be granted to corporate officers. The goal of these performance shares will be to retain those senior executives and engage them in the success of the group. The strategic plan was devised to be fully consistent with the interest of the shareholders with the vesting period of 3 years. This year will be required to keep 25% of the shares obtained at the time of vesting with performance terms, including both revenue target and profitability targets. For the other ingredients of the plant, there will be a mix of performance shares and shares connected with the attendance. This concludes my presentation, and I turn over to Emmanuel Blin, our Chairman.
Emmanuel Blin
executiveThank you very much, Elizabeth. Some concluding remarks before we review the draft resolutions. So we all are aware that we operate in an uncertain and difficult environment. Euroapi is operating in a period, which requires that we are fully dedicated and determined. We are convinced that your company has the resources, the talent and legitimacy takes to deliver a fruitful, successful future, which will generate values for all. The goal and ambition was rewritten this year with a clear goal to become the sovereign provider of the country, a recognized CMO partner, recognized for its reliability with a trustful CDMO business to further development of the next-generation drugs. The goal being to secure the value chain in the health industry. We all operate in a world where the issues of health, sovereignty, access to medication in Europe have never been as critical, and our role is essential in this world. Obviously, we move forward with humility, but we also have confidence in our ability to transform. And obviously, the Board of Directors is fully committed to stand with the leadership team to successfully carry out this transformational change. And we thank you for your trust and for your support in such a context. I'll turn over to Sebastian for the review of the resolutions.
Sebastien Hache
attendeeThank you, Emmanuel. I will review the resolutions, which are submitted to your vote. The agenda as well as detailed explanation of the resolutions can be found in the report of the Board of Directors, which you have in your convening notice and which is available on our website. Now let's start with resolutions, which are within the remit of the ordinary shareholders meeting. The first two resolutions. It is moved to approve the parent company and the consolidated financial statements for the year ended 31st December 2025 after acknowledging the various reports. It is also moved in resolution #3 to allocate the net income for the year as carryforward. Finally, in Resolution #4, it is moved to approve the regulated agreements entered into between some companies affiliate and the Sanofi Group. It is moved in resolution from 5 to 11 to renew terms of office of some directors: Emmanuel Blin, madam Elizabeth Bastoni, Madam Cecile Dussart, Sanofi Aventis Participations, Bpifrance, Geraldine Leveau and Mr. Mattias Perjos. In resolutions 12 to 13, it is moved to coopt and renew the term of office of Tristan Imbert as a Director to your company. It is moved to introduce resolution 14 to approve information relating to the compensation of corporate officers for fiscal '25. In Resolution #15, to approve the total compensation of Emmanuel Blin as Chairman of the Board of your company for fiscal 2025. In Resolution #16, it is moved to approve the total compensation benefits of David Seignolle as the CEO of your company for fiscal 2025. As Resolution 17, it is moved to approve the variable components of the remaining balance of compensation paid out to Ludwig de Moot in respect of his office as CEO from 1st March of March 2024 to 9th of December 2024. The next 3 resolutions move to approve the compensation policy for the members of the Board of Directors, Resolution 18, and for Mr. Emmanuel Blin, Chairman of the Board, Resolution 19 and Resolution 20 for David Seignolle as CEO of your company. Resolution 21 moves to ratify the transfer of the registered office of your company. Resolution 22 moves to have the shareholders meeting to authorize the buyback of the company's own share in the context of the buyback program as at the 31st of December 2025 in the liquidity program, Kepler Cheuvreux bought out 1,676,754 share and sold 1,636,493 shares. And at December 31, '25, the company held 401,871 shares, i.e. 0.42% of the share capital. The cap will be 10% of share capital and the unit maximum purchase price would be EUR 15 per share. Let's move on with resolutions within the remit of the extraordinary shareholders' meeting with Resolution 23, where we move to authorize the Board of Directors to cancel parts of all shares that the company might purchase on the back of authorization provided by the shareholders in meeting. Resolution 24 moves to grant free company shares to company employees with a ceiling of 3.6% of share capital over a period of 26 months. Finally, Resolution 25 is a habitual resolution to carry out legal formalities and any advertising efforts.
Emmanuel Blin
executiveThank you, Sebastian. I would ask Eric Picard, representing the BDO auditing firm to read out the report by the statutory auditors.
Unknown Attendee
attendeeThank you, Chair. Ladies and gentlemen, dear shareholders, in the name of the auditors Ernst and Young and BDO Paris, I will report back on auditing for fiscal 2025. We have issued a final report so that you can vote 3 reports for the ordinary meeting on the related party agreements and 2 reports for the extraordinary shareholders as provided by law, with respect to powers and carrying out any capital stock operation. Last report by Ernst & Young on the certification of sustainability information, which was communicated to you, knowing that this report is not subject to your voting. I suggest that we do not read out -- we do not read them out exhaustively, but to focus on the key highlights and our concluding remarks. For the ordinary part of your meeting, I will be reviewing those reports on the parent company and consolidated financial statements as well as the special report on related party agreement. Financials were approved by your Board on the 3rd of March 2026. In this meeting, we have issued reports on the auditing of the parent company financial statements as well as the consolidated financial statements as of the 31st of December '25. You can find that in Pages 2010 and 2013 as well as 182 of the universal registration document, which is available to you. Auditing will give you the reasonable assurance that the financial statements are fair and true with respect to French accounting principles and give a true fair view that the company's financial position as well as performance for fiscal '25. Our report on the annual consolidated financial statements take up the key auditing points those items which we've considered most important in the review of the financial statements for the consolidated financial statements. The key auditing matters relate to the recognition of revenue as well as depreciation and impairment testing for the cash generating units with respect to the parent company point. The key auditing matter that we mentioned in our report is with respect to the valuation of the equity interests on the balance sheet of your company. All this has been shared with the Audit Committee of your group as well as its Board of Directors. By way of conclusion, knowing that we were able to do our audit correctly, we are issuing an unqualified opinion on the parent company financial statements and on the consolidated financial statement. Just a matter to report, i.e., a change in new accounting method with respect to the regulation E&C 226. Now, with respect to the ordinary part of your shareholders' meeting, next slide, please, we have issued a report on the related party agreements. We were informed of five such agreements to be voted upon by you. We've grouped them together into two categories in the context of this presentation that between Euroapi France and Sanofi Winthrop Industrie on agreements connected with GMSA, the global manufacturing and supply agreement or the reverse manufacturing supply agreement. Finally, you have another category agreement between Euroapi and Sanofi on the extension of the master carve-out agreement relative to the update of some regulatory file. This report will enable you to acknowledge and become informed of those agreements under this general meeting. And without -- you are able to look at the relevance of each of these agreements. Now, for the ordinary part -- for the extraordinary part of this meeting, very quickly because you were just read out the resolutions by the secretary to this meeting. With respect to Resolutions 23 and 24. Resolution 23, to reduce capital, we have no observation to make, no matter to report with respect to reduction of capital. Resolution 24, which was read out to you, is with respect to the grant of free shares to be issued. We have no matter to report with the information that was provided to you in the report by the Board of Directors. So much for the report subject to your voting. Then information on the sustainability requirements, which are presented in the universal registration document, Pages 318 to 322. As a reminder, it is limited assurance covering 3 distinct areas: number one, the compliance of the process implemented to assess sustainability related information. The second is compliance with ESRS. And finally, the compliance with the requirements of disclosure of information under Regulation (EU) 2020/852. We have no matters to report with respect to any error or omission, or inconsistency on these 3 areas. Thank you for your attention.
Emmanuel Blin
executiveThank you, Eric.
Emmanuel Blin
executiveLet us move on then to your questions. And before we do that, and before we give the floor to the audience with microphones traveling this auditorium, we will first answer questions, which were sent to us in writing. Sebastian?
Sebastien Hache
attendeeWe did receive answers by Alan [indiscernible] in writing. Question number one, Mr. Chairman, Euroapi has been shedding job in France. Its stock price went down below EUR 1.5. How can you explain that the Board of Directors maintains a CEO who is unexperienced, whose fixed compensation portion is in excess of EUR 400,000. His 2025 bonus almost equivalent, which means that he will be compensated a bit more than EUR 1 million, including free and performance shares. Answer by the Board of directors is as follows: the Board of Directors affirms the trust it has in the ability of the CEO to carry out the transformation of Euroapi based on his leadership on his understanding of the key issues with the implementation of the FOCUS-27 plan. The board has been considering that David Seignolle's profile and track record are key assets in the current situation. His compensation are standard with the market levels and are dependent on demanding performance terms, which are directly connected with a successful transformation process. Question number two, Mr. Chair, why has your Board accepted to assess that the achievement was 102% despite the fact that the EBITDA reached 60% of its performance with the profit warning and a drop of the stock price. Answer by the Chairman. The variable compensation portion of the CEO is dependent on quantitative and collective and individual quality targets. With respect to the qualitative individual targets, the Board of Directors considered the three individual targets for fiscal 2025 for the CEO were achieved. And defining measures to ensure the success of the company were taken in a tough demanding environment. With respect to the financial targets for fiscal 2025, the core EBITDA margin target was reached by 60% of the target, but the cash flow target was exceeded in the amount of 150%, thanks to better discipline. This overperformance explains why the achievement rate was 102.5%. Mr. Chair, question number 3. Mr. Chairman, your role should consist in working to serve and protect the interest of shareholders, and you get paid EUR 270,000 to do this. If all shareholders lose their value of capital year after year, are we not in a situation where the Chairman and the CEO protect their own respective interest to the interest -- to the detriment of the interest of the shareholders. The Board of Directors response and say that the compensation of the Chairman and that of the CEO are rigorously set based on market trends and comparisons in line with governance guidelines. The compensation policy for your company aims at retaining key high caliber leaders able to drive the company forward in a tough context. There is no logic of any mutual protection. Much to the contrary, there's a demanding governance mechanism, which is in place. Question #4, a question about the independence of the independent directors. It would seem that they are elected by or appointed by Sanofi and BPI. does that not mean to the great laxness on the manner in which the CEO and perhaps the Chairman have not been punished because they are continuing to receive compensation that is not in line with the company's performance? Answered by the Board. The Board rejects the allegation that the independence of directors would result in any form of complacency. The directors are assessed on precise -- based on precise criteria. Once appointed, elected by the general assembly, they work in the best interest of the company independently in the best interest of the shareholders, not in the interest of those who appointed them. There is continuous performance review of the CEO, whose compensation and benefits of a package is subject to a very strict and well-defined set of criteria that is reviewed on a regular basis. Mr. Chair, an analysis I conducted on LinkedIn on what former ExCom members have become is that, in fact, senior profiles have been replaced by lesser qualified people. Are we going to continue to downgrade Euroapi by saying, don't worry, everything is fine. Answer from the Board. Evolutions within the management team fall within a transformation process that adapts the team to the current challenges in order to strengthen the complementarity of skills and the ability to deliver. The General Manager has created -- the CEO has created a well-mobilized team, a well-qualified team in line with the needs of the company and the situation is regularly monitored by the Board. We also received other questions, but after the deadline, one about the compensation and benefits packages. There was although one question about the tax domiciliation of the management team, and therefore, whatever they do is perfectly legal and in line and their activities in France are subject to taxation in France as per the law. Okay. Let us now move on to a live in-person Q&A. We have 2 people who shall be circulating microphones in the room.
Unknown Attendee
attendeeLadies and gentlemen, Mr. Chair, Mr. CEO, let me start by thanking you. You kept up to your promise for the death and heart of hearing, which happens to be my own personal situation. I can hear you very well. And apart from Mr. Falut, who wasn't speaking very loudly, it was all very comfortable for me. Former Chair, former Director, former CEO myself, I would have three questions for you. Three questions for Mrs. Blin and Seignolle. Both as an individual shareholder of Euroapi for the past three general meetings, I have managed to avoid significant losses, but also in my quality is a French taxpayer. When I invested in Euroapi, like many other employees and shareholders of the company, I was attracted and allured by the project that was on the table, a European sovereign champion of health sovereignty to secure the supply of crucial medication in France and Europe. In the last meeting, you committed very strongly to restore the company's performance, improve value and strengthen Europe's health sovereignty. One can only note that one year later, the results are really not there and that these promises appear hollow and as a pretty much a disaster. Reality is really very far from what you had promised. Jobs are being cut, the share price is down. Employees are losing their jobs, while other shareholder employees are seeing the value of their savings shrink, employee shareholders and therefore, French taxpayers have suffered from mass value destruction while top management continues to receive very high compensation and benefit packages without suffering at all. And again, the same old excuses, it's because of Asia. That only applies to vitamin B12. It's because of the market or the context or the previous management team. Mr. Blin, you have been a member of this Board since the foundation of Euroapi. Mr. Seignolle, you've been here since 2023. So the former management is you basically. According to the universal registration document, Mr. Blin, you hold around 500 Euroapi shares, which is the legal minimum required to sit. Vivane Monges had more than 22,000. Mr. Seignolle, you seem to have bought absolutely no paying shares of Euroapi with all of the money you're making. Mr. Karl Rotthier had more than 26,000. And as for Mr. De Mot, I did not find any information. Even more surprisingly, and that should bring me to my questions. The directors who represent the employees hold more Euroapi shares than the Chairman of the Board and the CEO put together, which brings me to my questions. Mr. Chair, Mr. CEO, how can you today ask minority shareholders of this company and employee shareholders, shareholders who are being affected by job cuts and the French taxpayer to continue to believe in the future of Euroapi in a situation where you have very little financial stakes in the company's success. Second question, what have you, in very real terms, accomplished for France's and Europe's sovereign health sovereignty for public health and for the creation of value for shareholders and employees in compensation for all of the public money that you have received through the IPCEI, for instance, that was funded indirectly by French taxpayers. And finally, final question, which also goes to all of the shareholders who wish to be involved in Euroapi's future and prevent the voting resolutions that would entrench the disaster. Should we believe that the project, the Euroapi project as it was sold initially is dead? Or should we just accept that today, the CEO and Chairman are no longer credible to drive the project. Many thanks for your answers, and I hope you will have strong arguments.
Emmanuel Blin
executiveSo you did not introduce yourself. Thank you for your well-constructed question that seems to cover a whole lot of issues. Maybe David and I could share -- so I have been Chairman of the Board since December 2024, not since the origin. But I have indeed been an independent director since the very start and involved in development since the carve-out. And I am very proud and very happy to have done so. So yes, it's true that the market performance at Euroapi is, of course, not at all what it should have been. The company has ran into difficulties, both in the stock market that are extremely significant. And I understand and the Board fully understands the perceptions that shareholders may have of this particularly disappointing market performance, which is far below what it was initially. And the share price has been dropping from the onset. So we fully understand how that can be perceived by the shareholders. And it doesn't make us any happier than you. The question you have asked initially was what could this company do to become attractive again, to become attractive for investors in terms of the share price. If we are to become attractive, we need to strive for profitable growth, which is currently not the case and has not been since the company was floated. Profitable growth, the first decision we took a number of years ago was to refocus Euroapi's strategy versus what was announced at the time of the carve-out. And the '27 plan is moving in that direction. Of course, Haverhill -- the Haverhill spin-off is part of focus 2027. It wasn't planned initially. We said that we were going to dispose of Brindisi. That was also not part of the Euroapi story at the time of the carve-out. So I think there was initial awareness that the strategy had to be reoriented versus what had been defined at the time of the carve-out. And that strategy is Focus-27, a smaller company that produces and markets less non differentiated APIs and that has sales capacity to sell to other customers than Sanofi. There are elements of the strategy that existed at the time of the carve-out, and there are other strategy -- strategic elements that are new. First point -- Second point, at the time of the carve-out or even 18 months ago, no one could have anticipated the highly aggressive stance taken by the Chinese notably, who have come to Europe in huge numbers. Of course, there are great geopolitical evolutions that you are witnessing as we are. So that required in 2025 and again today to adjust Focus-27 and to add new aspects notably, as regards our investments and the sizing of our teams and so on. And these changes are underway and are currently being discussed with the social partners. So there's something new that is currently being executed. All of this to say, to answer your question, what could make Euroapi attractive once more. All of these changes are designed and focused to allow us to boost revenue to return to revenue growth, revenue growth for differentiated APIs that are profitable. It's a path in our sector, in our industry that takes some time. Changes in market conditions that emerge in 2025 and 2026 are making the change even more complicated, even more difficult. In addition to that and the necessary transformation of the company, we also need to face more intense competition. And I'm not blaming everything on China. I am saying -- just saying that the market conditions are strengthening the depth and breadth of changes that the company will need to undergo. And that's the reason why the Board of Directors is happy with the initiatives taken by general management to accelerate change within the company. So it's not a question of hollow promises. The Board of Directors promises nothing. What we are paying particular attention to is to ensure that management is implementing Euroapi's transformation because there is no choice. There is no other choice. Only transformation can allow us to return to profitable growth, if you think about things rationally. The process is underway, but it will take time, which is why we need highly mobilized and engaged teams, highly driven and motivated management. And we believe that we have the competitive compensation and benefit packages to allow us to have the right people to do it. As for IPCEI, the Euroapi's investment program, which is jointly funded by the French government. It was an important question. Maybe I shall let David go into the final details of what the state is funding, what is being done, what these R&D projects are and what their importance is, they are not going to be yielding sales fruit -- sales results in the short term. These are R&D projects, either to allow us to launch new products or to make part of our current portfolio more competitive through innovation by changing our manufacturing processes, notably. So it's an R&D medium-term initiative. It should serve to boost Euroapi's competitiveness, but it won't happen overnight. And it's true. And rest assured or not, but the Board is experiencing this situation. It's an industry where things take time. Driving restructuring and transformation takes time. We have industrial sites, Seveso listed sites and so on. Transformations cannot be conducted over a period of 2 weeks or 6 months. And we need to ensure that in the field of R&D and CapEx and growth, we can invest where there is a reasonable chance to remain sustainably competitive. So sometimes it's a risky bet. R&D always is. And we all hope that we will win these bets, but who knows? Mr. Robert, thanks for your question.
David Seignolle
executiveYou are right to note how important the IPCEI program is. It is a CapEx program, which is of significance for us because it will determine the future of Euroapi above and beyond 2030, and it is an R&D-driven project, as Emmanuel said, among the three areas of focus that IPCEI European corticosteroids going from micronization to nanonization, basically, this work and development work will span out the next six to eight years by way of research and development with investments spanning the next 10 years. So your question was relevant as to and interesting with respect to what did we do? We worked hard to -- and thought hard to sign this contract, which was only signed in early December last year. And the French state does not take it too likely to sign such a contract with as much CapEx. This is why we work hand-in-hand with the administration agencies, the French administration agencies to make sure that everything which was done was done properly, and this was done until late 2025. Having said that, we have not stayed idle waiting for the contract to go live before we worked hard. And the first step we took was to contractualize all this work with academics, with small-sized businesses, be they manufacturers, be the firms and research and design firms and companies and OEMs and equipment manufacturers. We worked hard last year to start the first stages of work and to contractualize things. Now development work is underway. Of course, these R&D projects will take time, but I believe we are well positioned to soon deliver, and I hope we'll be delivering as early as 2027 on part of this program. Now obviously, you can imagine that if and as the French state subsidizes us up to EUR 140 million. This means that Euroapi's CapEx are of a more significant nature, and we are paying high attention to how and what we spend out. We told you about very disciplined, very strict investment management policy and the same goes with IPCEI. And we haven't spent and we will try and be as effective, as efficient as possible by spending less, if possible. And if this happens, we'll ask less from the state and the EUR 140 million is the maximum ceiling, which obviously will have to be supported and justified. Last point, you can imagine that the French state is scrutinizing what we've been doing and how we've been spending. Just a few weeks back, we had a meeting with representatives of the Ministry for capital goods and equipment, scrutinizing what we've done with strict requirements, and we'll keep moving forward in this way. Thank you.
Unknown Executive
executiveNow with respect to any questions you may have on shares you hold. The first point I would say is that in the compensation package for the CEO, a significant portion of that is with respect to the grant of a free shares, free performance shares and stock options. And David is the potential holder of shares with performance options. And David is the potential owner of a high -- vast amount of Euroapi shares and the Board, and we all consider that it's the best way to align the action of the CEO with the interest of the company by allocating performance shares to the CEO. This is my first answer. Maybe David can speak about his own position with respect to his holding and investments. I'm turning over to him.
David Seignolle
executiveWell, we are in a complex situation for Euroapi in the industry. We won't repeat what was said. In this respect, it is critical that we provide a strong action with new strategy, which we have detailed in this respect, I want to be cautious because I'm bound by insider dealing requirements. I don't want to say anything as to my propensity of buying any shares. So I'm being cautious, and this is why I haven't purchased any shares so far.
Unknown Executive
executiveWould you like to have a follow-up question? The answer is no. So let's move on to another question. Question number two.
Unknown Shareholder
shareholderGood morning, Chairman. Good morning, everyone. I'm an individual shareholder of Euroapi and I have experienced some spin-off situations in my career, especially in the pharmaceutical industry. But this is the first case of a spin-off when I see such a disastrous loss in value in such a little time. And I guess that all shareholders who have been suffering from this harsh deterioration cannot but ask themselves questions of how a company which floated at an IPO price of EUR 17, if I'm not mistaken, find themselves with a stock price of EUR 1 or some 2 or 3 years down the road. So we can -- but have questions whether there was any price rigging, whether there was any consignment, any cheating, whether things were done by the rule. These are questions that I also ask myself, a company cannot collapse. And I've been experiencing and leading a number of companies. I started working in a company which had 140,000 employees. So you don't see companies collapse within just 2 or 3 years. You find a phenomena of a slow decline by way of external competitions like the Asian competitions, but I've never seen such an unprecedented collapse. I have a few precise questions. You have disposed of some businesses. You're in the process of disposing some other businesses. I would like you to explain why you have disposed of these operations, knowing that you may be on the verge of disposing of some more plants and operations. I would like you to tell us more why you did so? What were the reasons? Was there due to lack of productivity, was it due to the fact that the investments were not made -- were not made at the right time to support these operations. So was it just a question of price or pricing? This is my first question because such a degree of deterioration cannot be explained by just competition knowing that competition will keep being stronger because countries like India and China will keep pushing. So if we don't have what it takes to fight on the competitive front, we'll be losing products one after another, even those that you are developing today with China and India having deeper pockets and many, many, many more capabilities with respect to research and development capabilities. And last point I wanted to make is when I -- when I was submitting a plan to my Chairman at the time when I was actively working, I was always marking the upside for new products. Here, I have not heard you speak about new products. You spoke about an 8-year period. What will you be doing within the next 8 years? Because every time I used to submit a plan, I was focusing on the loss or gain revenue, but also focusing on the next-generation products we will be introducing. I would have liked to hear you speak about the next products in detail, in some degree of detail that you would be introducing with the associated revenue. This would be the least that you owe to the shareholders who still have some faith in Euroapi.
Unknown Executive
executiveThank you in advance for your question. When you are saying that you are disposing -- that we dispose of businesses, you are talking about Haverhill, right?
Unknown Shareholder
shareholderWell, you did dispose of some businesses, if I'm not mistaken. Just to clarify your point. Ask the Chairman.
Unknown Executive
executiveSo thank you for your question, sir. For these questions, I will let David answer them, especially your last two questions. As to your first question, sir, generally speaking, the Haverhill location experienced an accelerated decline in the forecast volumes. And I'm emphasizing forecast volumes with a significant loss to be anticipated without any prospect for rallying or reviving the business in any credible manner. So the option of disposing of it just appeared as a key necessity to reduce the losses, which weighed heavily on the current and the future finances of the company. And the Italian situation was the subject of the similar analysis, a bit more complicated because the product portfolio was a bit more diversified, but the reality is the same. It is loss-making location with a declining business where the potential sources of growth are more difficult to identify. So much for your first question. With respect to the product development plan, David will speak about it. On the new products we are working on. You know that we operate in an industry which has regulatory risk associated with any newly developed products. You need to have those clinical trials and then there's the market authorizations. There's always a degree of loss and waste, which is not due to our own business, but which is due to the very nature of the pharmaceutical industry. So I'm sure David will comment more on that. And as to your third question, which related to the assumptions and the situation at the time of the IPO and the illusions, well, we were spun off by a listed company. So I won't comment on that because all standard rules and regulations were obviously fully complied with. So I will not comment on that. As to your allegations, and you've followed the process because you've been a faithful shareholders, and thank you for this. We experienced many developments and unexpected twist. We had quality issues. We had compliance issues. We had downward adjustments from our clients with our key clients, Sanofi trading down significantly. So lots of things happened since the IPO in a few years, which required that we revised our assumptions downwards and by redefining the Focus-27 plan. But as often, the stock markets do amplify the economic and business realities of companies downward usually, so the stock price collapse that you are mentioning does not actually reflect the reality of the business. Just wanting to come back to what you said about the disposal of the plants. Well, 2.5 years ago, when the Focus-27 was being defined, we wanted to focus on a number of items, not to spread ourselves to thin going on all fronts. And we had six manufacturing plants at the time, which required hard work and efforts across all of that manufacturing scope, including Elbeuf, Elberline, Frankfurt and Budapest, which meant that we had to make clear choices on where we wanted to maintain our financial investments, our CapEx and cash investments while acknowledging the hard work, which we had to engage in to rally and turn around the situation. So we made a clear choice to mothball and dispose of the Haverhill and the Brindisi plants in the U.K. and in Italy because we couldn't be everywhere. And the utilization rate of equipment and tooling in the plants was too low so that without any identified source of growth, without being too rally and turn them around quickly enough. Now with respect to our product portfolio, your question was very relevant because these are questions which keep us busy, including Laurent for R&D and Frederic for the sales forces. Today, our API portfolio has mature ingredients, possibly somewhat oldish, which could have suffered with respect to the renewal process. We did suffer some failures with the attempt to develop new products, where these failures connected with R&D and development issues, where they associated with market issues, possibly was where these failures were associated with a poor decision or poor inputs, which we didn't challenge enough at the time, not enough, but possibly -- but we can't change history. This is what you said, and this is what I'm asking my teams, and this is the question we are asking ourselves, what are we to do today to improve the future. With respect to our product portfolio today, we are working on a number of areas. We cannot imagine today that without breakthrough types of innovations that we'll be able to develop APIs in Europe, which will be competitive. You have mentioned it yourself in the question you asked. So we are working with the innovation and R&D teams as well as with a number of partners to see how we can do things differently. We are not focusing on the CDMO part. We are developing with some of our clients their next-generation products. And we want to strengthen the sovereign -- the health sovereignty dimension, seeing how a product which moved out of Europe 20 or 30 years back, how it could be reintroduced in Europe. If it were easy, it would already have been done by others today. We are well positioned to move forward on a number of products. Obviously, I cannot confirm anything today. I cannot tell you about this, neither in quantity nor in value to industrialize the first product later this year or sometime next year, a new product that will -- we are currently developing with the CRO on the back of innovative processes to potentially be able to repatriate products from Asia to Europe and reintroduce them in the near future. But as Emmanuel said, the manufacturing and industrialized processes are lengthy, take time. And you seem to know well that the process to authorize our processes as well as the clients' processes to have clearance for using these APIs, all these takes time. It's too early today to qualify and even less to quantify things, to quantify or even less to qualify things, but we are working hard on this. Number two, we need to draw lessons on why we earned in the last few years and what questions we need to ask ourselves and what processes we need to adjust, making the right decisions today to make sure that 2 or 3 years down the road, when these process go live and reach maturity that there's -- that they reach a market, so that we can market them.
Unknown Executive
executiveI would like you to try to limit your questions.
Unknown Shareholder
shareholderI'm an individual shareholder. I have two questions. First, what is the impact of the straight of Hormuz closure on your supply chain and on Asian competition? And second question, what proceeds are you expecting to obtain from the disposal of Brindisi?
Unknown Executive
executiveThank you for your questions. First question about the straight of Hormuz. There's of course, an impact on the prices, but there's also an impact in terms of reassurance that we could indeed obtain all of the ingredients we need, either solvents or active ingredients for the production of our APIs. To date, all of our teams have been working very hard, meaning that we have experienced zero issues in shipping our products and no impact on all of production that is scheduled for the coming months. There's a price impact that I cannot really quantify and may seem relatively reasonable to date, but there is a little bit of scarcity on such or such a product, which is driving prices up. And not -- we didn't use the right word in French. But -- that may have a price impact, but the financial impact on the group as a whole will be low. And then it will be up to our sales teams to engage in discussions with our own customers -- with our customers to see whether these price hikes need to be passed down. You're also talking about competition. Interesting question. We don't currently see any significant drop in our competitors, but we know where we need to be ready, which is why our sales teams are already talking to our customers to potentially draw benefits from the situation because, of course, we wish to position ourselves as a sovereign producer with Europe-based plants and limited deliveries -- with limited deliveries of raw materials from Asia. So let us make this weakness into a strength. Your second question was about Brindisi. It is true that we said that we wished to stop our activity in Brindisi. We said that the investments or rather the disposal or the divestment would happen within the framework of the plan, but I cannot really comment any further. In order to avoid compromising the potential disposal of the site in the coming weeks and months.
Unknown Shareholder
shareholder[indiscernible] I'm an employee, a pretty small shareholder and also union representative for the [CFDT] Union. I have a question for Mr. Blin and Seignolle. Let me give you a bit of background. You launched a competitive plan in France, highly complex, 4 modules. one at head office, one in Elbeuf. All of that will cost much more than EUR 7.5 million than a voluntary resignation plan. And all of that is generating a huge amount of anxiety and everything needed to be started again from scratch. And there are great many outside consultants working on the case. You need to react. You need to change, and you need to have a voluntary redundancy plan. You were talking also about renegotiating the collective agreement. What we have noted, Mr. Seignolle, your fixed pay package is the same. Your variable is 102.5%. The compensation and benefits are okay for everyone, the 80 to 100 business leaders have LTIPs. The difference between the 10% best paid and 10% worst paid in the company was 4.8% in 2024. I don't have the figures for 2025, but the comparison is already completely extravagant compared to Sanofi Chimie or Michelin. And Gas price is at EUR 2.2, the company is spending at least EUR 700,000 for around 40 people in 40 of the best paid people for their company cars. Well, operators and technicians and workers are suffering from higher oil prices. Do you also believe that at an age when everyone has been asked to tighten their belts, there are still seminars organized for more than 50 people in outside venues. My question, do you plan for the members of the Board you, Mr. Seignolle personally and the management team, should you not take part in the collective efforts that are draw from all. If nothing happens, I do not believe that your French site will bow their heads quietly. I am here to warn you because either your business picture is being painted for you or you are turning a blind eyes.
Unknown Executive
executiveThank you, Mrs. [indiscernible]. I'm sure you're speaking on behalf of your colleagues. You're right. I don't think we need to go back to discuss the reasons or details of the plan. But what you will have understood is that we are experiencing a drop in sales of around 10% this year, like-for-like, lower volumes, notably for vitamin B12, just to talk about the French side in Cantal, Manzbarth but also across the company. Of course, this requires adaptation of the company, of the organization and therefore, efforts, which are asked from all employees. Unfortunately, this will mean layoffs, and we are working very carefully on the layoff plan. And I think that the dialogue we've had with the unions is going to allow us to move forward. And I believe it will be very important to continue to work with the right people, with your colleagues on site, including a head office in Paris, but also Frankfurt to make sure that things can run smoothly. I am pretty confident in the ability of our teams in HR operations who are in the field on a day-to-day basis to handle this. And we do have information from the field, both good and bad news, and we are factoring this in. You made a comment about sharing the efforts. The answer is yes. But you know very well that the discussion about the collective agreement has not yet started. It will start in July. And of course, when we discuss these types of issues, we will need to look at all employees and all needs and what makes sense or no for the company. Let me remind you, and you've said so, too, everyone needs to remain driven, including despite a difficult situation, despite a layoff plan. I would prefer to look towards the future. And I believe that the plan we have can help us to boost innovation with products or other items or sales efforts made by Frederic and his sales teams all over the world.
Unknown Executive
executiveThank you very much, Madam, for your question. It's, of course, important for the Board. It's also one of the reasons why we're particularly happy to have employee Board members. It allows us a better access to the grassroots realities of the company. So many thanks for that. We have asked the Board -- at the Board, we have asked management to work in a dialogue with social partners, with all of the stakeholders. That is -- it's the only way to do things, and it's the only way that this Board would support. And anything that contributes to social dialogue is more than welcome. That is, for us, a crucial principle. And we're closely monitoring the manner in which this is being implemented. Second, when I joined the Board as Chair a year ago, I asked for my compensation package to be lower than that of my predecessor. Just to let you know without commenting broadly that for all of the Board, leading by example is very much part of the equation. There are different ways of doing this, but it must be the basic premise. That is also one of the conditions of successful transformation, social dialogue and management leading by example. These are principles in which the Board strongly believes. There are various, of course, manners of expressing this from one person to another, from one body to another, but these are the basic principles.
Unknown Shareholder
shareholderVery short comments. So basically, in this room, everyone is losing out. Shareholders are losing money. The state potentially do. And the only winner in the room is the CEO with 102% of performance pay. When I chaired a Board of Directors and when we had a CEO who would destroy shareholder value, I would either punish or eject. And there, I have a sense that there is a total impunity, which I consider as an injustice. What efforts have been made by the CEO? None. Employees are going to lose out, shareholders are going to lose out and the only person who will be okay is the CEO. I would like to know when does one actually verify? I have nothing against you personally, but when do people actually say the CEO is running the company properly. So I can tell you very clear that I shall not be voting your resolutions.
Unknown Executive
executiveThank you. I believe we've already answered on that. But perhaps just to repeat the same thing. In the context of the company today and in 2025, the Board of Directors considers that the performance of the CEO is satisfactory and that he has implemented all necessary actions in the interest of the company's transformation.
Unknown Executive
executiveSebastien, before proceeding with the vote, let me update the quorum and the presence of shareholders. We have 3,229 shareholders owning 65,601,465 shares, i.e., 68.94% of the share capital. And I think we can now proceed. Octavia will be showing you a brief video. [Presentation]
Unknown Executive
executiveLadies and gentlemen, the box you have been handed, it is strictly personal. The number of votes that you have is displayed on the screen. The only buttons you will need to use are the green, yellow and red ones. The others do not count. Green is for, Yellow is abstain, and red is against. Each of the resolutions will be read out, and then you will immediately have the opportunity to vote upon them. The vote is open. You will hear the vote is open. You will see a rectangle that indicates the countdown of the seconds remaining for you to vote. When the countdown is finished, you will hear the vote is closed, and it will no longer be possible to vote. Results will be displayed on the screen a few moments after the vote -- voting process will be closed. Finally, please switch off your mobile phones during the voting process. And please return your voting devices as you leave the room. So let us start with resolution one, approval of financial statements for the year ending December 31, 2025. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 2, approval of financial statements and consolidated financial statements for the year ended December 31, 2025, the vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 3, allocation of loss for the financial year ending [ December 31, 2025 ]. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 4, approval of the regulated agreements entered into between the company's affiliates and Sanofi Group. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 5, renewal of the term of office of Mr. Emmanuel Blin as company director. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 6, renewal of Mrs. Elizabeth Bastoni's term of office as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 7, renewal of Mrs. Cecile's term of office as Director of your company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 8, renewal of Sanofi Aventis participations term of office as a Director of your company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 9, renewal of Bpifrance Investissement's term of office as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 10, renewal of Mrs. Geraldine Leveau term of office as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 11, renewal of Mr. Mattias Perjos term of office as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 12, ratification of the cooptation of Mr. Tristan Imbert as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 13, renewal of Mr. Tristan Imbert term of Office as Director of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 14, approval of information mentioned under Article L22109 of the commercial code regarding to the compensation of corporate officers paid in financial year 2025 to corporate directors. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 15, approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ending December 31, 2025, all awarded in respect to the same financial year to Mr. Emmanuel Blin in respect to his office as Chairman of the Board of Directors of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 16, approval of the total compensation and benefits of any kind paid during financial year 2025, all awarded in respect to the same financial year to Mr. David Seignolle in respect of his office as CEO of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 17, approval of the variable elements of the remainder of the remuneration of the -- until 31st December 25 to Mr. Ludwig de Mot as CEO of the company from March 3, 2024 to December 9, 2024. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 18, approval of the remuneration policy for members of the Board of Directors. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 19, approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 20, approval of the remuneration policy for Mr. David Seignolle, CEO of the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 21, ratification of the transfer of the registered office, ratification of the decision of the Board of Directors to transfer the company's registered office and to amend Article 4, registered office of the Articles of Association. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 22, authorization given to the Board of Directors to purchase, hold or transfer shares to -- in the company. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 23, authorization granted to the Board of Directors to reduce the share capital by canceling shares under the authorization to repurchase the company's own shares to buy back. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 24, authorization to be granted to the Board of Directors to grant free shares existing or to be issued resulting in a waiver by the shareholders of their preferential subscription rights. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. Resolution 25, powers for formalities. The vote is open. [Voting]
Unknown Executive
executiveThe vote is closed. The resolution is carried. And that is all as pertains to voting. Thank you. Thank you for coming. Thank you for participating, and this closes our General Meeting for 2026. Many thanks. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
This call discussed
For developers and AI pipelines
Programmatic access to Euroapi S.A. earnings transcripts and 32,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.