Exclusive Networks SA (EXN) Earnings Call Transcript & Summary

June 21, 2022

Euronext Paris FR Information Technology shareholder_meeting 54 min

Earnings Call Speaker Segments

Barbara Thoralfsson

executive
#1

Ladies and gentlemen, dear shareholders, on behalf of the Board of Directors of Exclusive Networks, I would like to wish you a warm welcome to this Annual General Meeting. This is the first general meeting after the company's IPO in September 2021. We are delighted to be able to hold this meeting in-person as the health situation allows us to do so. I would like to start by expressing, on behalf of the Board of Directors, our warmest thanks for the trust you have placed in Exclusive Networks. This general shareholders' meeting will be held in English, but of course, headphones are available for you to follow the discussions in French, if you wish. I would like to point out that the Annual General Meeting is also broadcast in both languages on the company's website in order to allow our shareholders who are not able to attend in-person to participate remotely. And I would like to thank you, in particular, for having dialed in to follow this important event of shareholders' life from a distance. I would also like to thank our shareholders for their mobilization over the last few weeks, in particular, for your votes. I, therefore, declare this general shareholders' meeting open. I've now finished my brief introductory remarks, and we'll open this Annual General meeting more formally. Firstly, in line with the regulatory requirements, we will set up the committee of the meeting. I will chair the shareholders meeting. I would like to ask Mr. Pierre Pozzo, who represents the company, Permira, and Mr. Olivier Breittmayer, who represents the company, HTIVB, the 2 shareholders who represent the largest number of votes, to act as scrutineers. Thank you. I would like to thank them for accepting these functions. I propose that you appoint Mr. Vincent Savesi, Group General Counsel and Secretary of the Board of Directors of Exclusive Networks as Secretary of the Meeting. The committee is thus validly constituted. Mr. Jesper Trolle, Chief Executive of Officer is, of course, present by my side on behalf of the company. The company Deloitte & Associés and Mazars, the statutory auditors of our company, are duly convened. I would like to thank Jean-Marie Le Guiner and Marc Biasibetti, representing the joint statutory auditors for their presence here today. They will redo the statutory auditor's reports during this general meeting. I will give the floor to the Secretary, Mr. Vincent Savesi, to report on the documentation made available, the agenda of the shareholders' meeting and the quorum.

Vincent Savesi

executive
#2

Thank you. Ladies and gentlemen, dear shareholders, I would like to remind you that you are being convened to the combined Annual General Meeting by decision of the Board of Directors, which did so on May 9, 2022. The agenda of the general meeting on the next -- and the text of the resolutions were published in the notice of meeting in the French Gazette, Bulletin des annonces légales obligatoires on 11th May 2022. And the notice of meeting was published on June 3, 2022, in the French Gazette, Bulletin des annonces légales obligatoires as well as in the legal notices section of the newspaper avis Parisian. The regulatory documents and information, which are currently displayed on the screen, have been sent to the shareholders and were published on the company's website 21 days ahead of the present meeting. They were also made available to the shareholders at Exclusive Networks' registered office in Boulogne-Billancourt 15 days ahead of the meeting in accordance with French law. With regard to the 2021 universal registration document, I remind you that it is available on the company's website, and you can also obtain a copy on requests. The joint statutory auditors were also invited to attend by registered letter with acknowledgment of receipts. The list of shareholders is also available to the shareholders. The attendance sheet will be put at the disposal of the shareholders as soon as it is final and certified as accurate by the members of the presiding committee at the end of this meeting. In accordance with the legal provisions, the required documents are deposited before the committee. I would like to remind you that shareholders who could not attend today's Annual General Meeting and vote in the meeting, were able to cast their votes before the meeting either by voting remotely by sending their instructions by post and by Internet via the secure vote access platform or by giving a Power of Attorney to the Chairperson of the Board of Directors or to any other proxy of their choice. I would like to point out that the total number of shares to be taken into account for the calculation of the quorum is 91,451,683 shares, which represent the same number of 91,451,683 voting rights. As this Annual General Meeting is convened on first notice, it requires for its ordinary part a minimum quorum of 20% of the shares with voting rights, corresponding to 18,290,337 shares; and for its extraordinary part, a minimum quorum of 25% of the shares, which represents 22,862,921 shares. After considering the votes and powers of attorney received before the Annual General Meeting, the online votes and the votes by correspondence, I note that the current provision stands according to the attendance sheet at 90.72% representing 82,960,553 shares. A definitive quorum will be given to you just before the vote on the resolutions. The attendance sheet will, of course, be made available to the members of the committee. In order to allow those shareholders who could have been withheld to attend and vote at this meeting, we will wait until the end of the presentation of the auditor's reports to decide on the number of participants. Consequently, having met the quorum required by law, the meeting is legally constituted and can validly deliberate as a combined general meeting. Today's agenda is currently displayed on the screen. 14 resolutions will be put to your vote this year. As already mentioned, the resolutions were published in the Notice of Meeting and the Notice of Convocation on May 11 and June 3, 2022, as well as in the convening notice. The ordinary general meeting will be asked to vote on the usual resolutions of an Annual General Meeting, such as the approval of the financial statements for the year 2021, the allocation of income, the approval of 1 regulated agreement, the remuneration of the corporate officers and the company's trading in its own shares. On an extraordinary basis, you will be asked to vote on the authorization to be given to the Board to grant performance shares. We will, of course, come back to these topics during the Annual General Meeting when the resolutions are presented. I propose in the interest of the discussion that the authors of the reports of the Board of Directors on the preparation and organization of the work of the Board be excused from reading them. I confirm that no shareholder has exercised his or her right to have items or draft resolution included on the agenda of the general meeting. I now give the floor back to Mrs. Barbara Thoralfsson to present the program of this annual meeting.

Barbara Thoralfsson

executive
#3

Mr. Jesper Trolle, Chief Executive Officer, will start the presentation with the key events of 2021 and the group's business performance. He will then present the 2021 financial results and the 2022 outlook and strategy. The statutory auditors will present the reports to you before our question-and-answer session. You will have the opportunity to ask questions during the Annual General Meeting. We will conclude our meeting with the presentation and voting of the resolutions, which Mr. Vincent Savesi will lead. I remind you that the text of the resolutions is included in the notice of the meeting. To give you a detailed outline of the company's activities in 2021, I now give the floor to Mr. Jesper Trolle, CEO.

Jesper Trolle

executive
#4

Thank you, Barbara, and welcome, everyone, who are in the room today and everyone who is with us virtually over the Internet. So 2021 was a defining year in the journey of Exclusive Networks; a journey that started almost 2 decades ago; a journey where we have established ourselves as a global pioneer and a specialist within cybersecurity ecosystem; a journey where we have helped launch, help grow and scale some of the most biggest and most successful cybersecurity companies in the world; a journey that frankly reached a momentum milestone in last September as we successfully IPO-ed on the Euronext Paris Stock Exchange. But this was only the beginning. Our journey continues as we build the foundations for the next decade of growth. Today, we sit at the core of what we call a diverse and an ever-expanding ecosystem of cybersecurity players, at the intersection of supply and demand between innovation and transformation and value and growth. Our partners and customers sees us as many things, depending on where they sit within this ecosystem. We have some that looks at us as pioneers, as innovators, as market makers, all the way to technologists, to analysts and advisers to their businesses. Exclusive has never been seen really as just a distribution business. Instead, we are seen as a specialist aggregation platform at the center of the cybersecurity ecosystem where we are creating lasting value and delivering long-term sustainable growth. I'm immensely proud of what we have achieved during 2021, and I'm privileged to lead such a passionate and dedicated team of talented global people that continue to build the success together with me and the rest of our leadership team. The backdrop to 2021 continues to be dominated by global cybersecurity challenges. The emergence of new threat actors and the rise in cybercrime as a service have led to an escalation in the frequency, the severity and the sophistication of cyberattacks. Organizations are becoming vulnerable to attack due to the ever-expanding threat landscape and surfaces. This is coupled with a chronic lack of cyber skills that is further compounding the situation with an estimated 3 million cybersecurity vacancies around the world today. It's clear that organizations around the world are under-resourced and damages for cybercrimes is estimated to reach $6 trillion in 2021. With these tailwinds and a proven growth strategy, our teams delivered outstanding results and a record year for a company culminating in our first ever EUR 1 billion quarter in Q4 of 2021. We grew our adjusted EBITDA by 10% as gross sales broke through the EUR 3 billion barrier for the first time in the company history. We increased our growing influence and standing in the cybersecurity ecosystem through new partnerships with different types of players. We continue to increase our serviceable addressable market through strategic vendor expansion and acquisitions. In short, we delivered on our growth strategy, achieving both our gross sales and profitability targets. 2020 was a year of continued expansion across all key pillars of our business. On the vendor front, we reshaped and we realigned our global vendor management team to enhance our overall vendor strategy. We identified and attracted 40 new vendors to our leading cybersecurity portfolio. We expanded our scope with another 20 existing vendors into new territories and new market segments. In total, we drove 73 geographic authorizations across existing and new vendors. This sets up Exclusive to target an additional EUR 4.5 billion within what we call our addressable market. Downstream in our business, we expanded our specialist partner ecosystem by almost 10%. We added another 2,000 transacting partners to our business. We also continue to expand our talent base and our global workforce increased by 8%, mainly on the back of our acquisitions of Ignition Technology and Networks Unlimited. 2021 also saw us continue to grow our cloud-based business, which now represents 25% of our overall gross sales. Cloud remains a key focus for us, and it's being driven on 3 different fronts. First off, we are helping our traditional partners and vendors transition their business from hardware to software and cloud-based revenues. Secondly, through the Ignition Technology team, we are currently focused mainly on disruptive SaaS security vendors. And finally, through Nuaware, our specialist DevSecOps business unit that is driving cloud-native technologies and services to help organizations overcome the challenges of securely transitioning to the cloud. Another contribution to our cloud-based business is the growth within what we call Exclusive-on-Demand or X-OD. Here, we are addressing the global demand for as-a-service and subscription-based consumption models. X-OD recorded an almost 400% increase in annualized sales for SaaS-based bookings between June and December of 2021, led by a strong performance with endpoint security vendors such as SentinelOne. Finally, on the M&A front, 2020 saw us successfully integrate the and complete the integration of the acquisitions that we did in 2020, notably JJNET in Hong Kong, Nuaware and also Veracomp in Central and Eastern Europe. We also welcomed 2 new acquisitions to our Exclusive Networks group, namely Ignition Technology and Networks Unlimited in Sub-Sahara Africa. Our M&A pipeline remains very active, and M&A continues to be one of the key vehicles in which we are accelerating the implementation of our strategy. As I said before, Exclusive really plays a critical role in the increasingly complex and highly fragmented cybersecurity ecosystem. This ecosystem consists of more than 3,000 vendors on the supply side with over 100,000 specialist partners on the demand side. As an ecosystem aggregator, Exclusive creates the real value by enabling these constituents to address over 40 million global end customers around the world. Beyond these traditional partnerships, we continue to enhance our specialist reputation as a global thought leader within the cybersecurity market, increasing our prominence and our influence through new alliances. This is what I like to describe as our nontransactional partnership. That includes educational institutions, investment and advisory firms, public and private coalitions and other global business agencies. These are all constituents within the rapid evolving cybersecurity ecosystem who despite not transacting are still exerting maximum influence on the direction of the global cybersecurity market. Let me spend a moment to give you a couple of examples of some of these partnerships. On the educational front, we have entered into a collaboration agreement with California Polytechnic State University. We are now an on-campus facility that allows us to be closer to the academic environment and foster the exchange of knowledge and skills between the education and the business communities. This helps us increase the awareness of cybersecurity and directly supports our efforts of enabling and tackling the global cybersecurity talent crisis, by helping to place students directly into work placements and opportunities within Exclusive but also in our wider ecosystem. In France, we have entered into a similar partnership with Guardia to create the first-ever private cybersecurity academy in this country. We are supporting them with specialty industry knowledge and expertise, and we help them design educational courses as well as providing mentorship and internship to the students. In Belgium, we became an advisory member of the Cyber Security Coalition, a partnership between academia, public authorities and the private sector to share specialist expertise and knowledge and information, all to [ condemn ] against the fight against cybercrime. We've also created a strategic partnership with a company called NightDragon, a cybersecurity investment and advisory firm that is investing in and nurturing the next generation of cybersecurity innovators. This gives us a unique insight and access to their portfolio of companies and some of the potential cyber leaders of tomorrow. What's in it for them is that these portfolio companies can leverage our extensive services portfolio, our go-to-market expertise and our global partner network to help ultimately accelerate their growth. We have also recently become a founding partner in a coalition with NightDragon and other leading cybersecurity businesses in an initiative to help close the cyber talent skill gap. Finally, we recently announced a partnership with the International Chamber of Commerce. This sees Exclusive Networks become the specialist cybersecurity partner to ICC's members organizations around the world through the Trade For Prosperity initiative to more than 45 million individual businesses across 100 countries around the world. So 2020, as I said, was truly a momentous year for Exclusive, which culminated with exceptional financial results. In essence, it's a continuation of the spectacular growth trend that this business has delivered over the last 10 years. We delivered on our full year guidance with gross sales up by 15% year-on-year to EUR 3.3 billion, delivering a net margin of EUR 320 million, up 9.2% year-on-year. We continue to demonstrate the operating leverage within our model with adjusted EBITDA growing by 10% year-on-year to EUR 119 million, improving our profitability with our EBIT margins growing from 37% in 2020 to 37.3% in 2021. And finally, we've always said we have an asset-light model. And we are happy to say that we maintained a ROCE of 52% when excluding goodwill and other intangible assets. Our 3 international theaters all delivered and contributed to the profitable growth. In EMEA, our largest region, which accounted for 78% of our total gross sale, our gross sales reached EUR 2.58 billion, up 14.5% year-on-year, with adjusted EBITDA growing 9% year-on-year to EUR 118 million. Growth here was fueled by a greater partnership with and a commitment with our large enterprise partners as well as our global system integrators. These are now buying more off our vendors on a more frequent basis which is leading to a significant increase in the large enterprise deals. We had nearly 200 deals last year in the excess of EUR 1 million, which is an increase of 31% versus 2020. APAC accounted for 12% of our gross sales with revenue reaching EUR 394 million, an increase of 8.7%. In this part of the region, we see the greatest negative impact of COVID in 2021. Because of the zero COVID policy, there is a further lockdown, which has impact on the supply chain disruptions. Despite this, we still managed to maintain a strong business and financial performance with adjusted EBITDA up 11.7% to EUR 19 million. The Americas delivered an outstanding result and now accounts for 10% of our total gross sales. It's up 28.6% in 2021 to EUR 347 million. This is driven by a solid organic growth with existing vendors as well as a strong progress in building out our cybersecurity portfolio in this big market. We have the platform to scale here as evidenced by a phenomenal growth of 56.3% to EUR 9 million in adjusted EBITDA. If I look ahead, the outlook for the global cybersecurity market continues to remain strong. Complexity continues to grow with ongoing adoption of cloud-as-a-service consumption models and hybrid working environments. Greater compliance is being driven by government bodies in the face of a rising attacks on nation states, businesses and national critical infrastructures. The capacity and the capability of organizations to defend themself will continue to be challenged in the face of the cybersecurity skill shortage. And as we're all witnessing, geopolitical unrest is driving global tension, and we are in a new area of cyber warfare. The combination of these factors is producing a perfect storm, creating challenges and opportunities alike. Exclusive is ideally positioned to address these challenges and leverage the opportunities that they present to us. Let me give you some stats on the sheer size and scale of these cyber-attacks to give you an idea about the size of the challenge that we are dealing with. According to the leading cybersecurity research firm Cybersecurity Ventures, global number of cyber breaches have increased by over 800% between 2017 and 2021. And the number of records compromised in 2020 was more than the aggregate number of the 4 prior years. The exponential rise in ransomware have been a significant contributor to these breaches. And we currently see an attack happening every 11 seconds. And the combined cost of all these cyber-attacks in 2021 was a mind-blowing $6 trillion. But cybersecurity vendors actually expect that this number continues to grow by about 15% year-on-year and over the next 5 years will reach $10.5 trillion of damage caused by cybersecurity attacks around the world. These escalating costs have led to a rise in the adoption of and cost for cyber insurances, which are expected to continue to surge in the next decade, creating a $15 billion market opportunity for cyber insurance. Clearly, cybersecurity is becoming a CEO and a Board-level discussion. And it's estimated that by 2025, 40% of Boards is expected to have a dedicated cybersecurity committee. With these market trends and drivers in mind, let's talk a little bit about why we win within this market. For me, it's down to our capability to consistently outgrow and outperform the cybersecurity market which lies in 3 distinct areas. First, we have developed a proven ability to identify, attract and partner with new cybersecurity innovators often at very early stage of their growth journey. This ability includes spotting new and emerging market trends. It's about evaluating and validating emerging technologies. And then it's about understanding the growth opportunities and build a successful plan to launch them across our footprint. We couple this -- this part of our strategy, sorry, has always been and will continue to be a major part of the years to come for our business. Secondly, we couple this focus on the new and emerging vendors with a continuous focus on scaling out our relationships across more of our global footprint across the world. And thirdly, we complement the growth of our new and existing vendors with solutions, with our unique range of value-added services. This combination of partnering with the key market leaders in most of the relevant cybersecurity segments and often in very early stage, as I mentioned, with a continuous focus on expansion is really creating a flywheel effect within our business that gives us a unique position within the cybersecurity ecosystem. And in 2021, this resulted in Exclusive Networks outperforming the market growth in 5 out of the 6 top cybersecurity sectors, which further allows us to capture a larger share of the market and further strengthen our central positioning within the ecosystem. Through this successful growth strategy, we continue to increase our market opportunity. But to really understand the growth potential that we have in front of us, one needs to look at the Exclusive Networks business in the context of our sweet spot within the market. For me, this is key to understanding our strategy. The service of addressable market is the gray bubble on this slide, defined as all of the cybersecurity products that's going through 2-tier distribution, assuming the current penetration of the 2-tier model, including segments and geographies where we currently are not present today. The sweet spot on the other hand, which is this pink bubble, is based on the main cybersecurity vendors and segments that we address with our current vendors. We are focused on continually capturing a larger share of the total addressable market by increasing the relative size of our -- or the absolute size, sorry, of our sweet spot through the expansion of vendor relationships and by moving into new, emerging security segments. And an example of that emerging security segment is the acquisition we did of Nuaware, back in October of 2020. This added the emerging cybersecurity segment of DevSecOps to Exclusive Networks' sweet spot and where we since then have expanded our portfolio with successful partnerships with the likes of HashiCorp, Docker and Salt Security. So when bringing all this together is what makes up our 5-pillar execution plan. Simply put, it's aiming at growing faster than the market by increasing our relative share within the sweet spot through the 3 before-mentioned key levers. First, we have the underlying growth of our existing vendors in existing markets. Keep in mind, a lot of these vendors are often the market leaders in their respective quadrants. I think of this as a market growth in our business. Secondly, we continue to identify, attract and create partnerships with the most prominent new, innovative cybersecurity start-ups. And then finally, all the work that we are doing to scale our existing vendors into more of our global footprint. Here, our global scale and local sales model resonates because we are uniquely positioned today to drive vendor's global priorities adapted to the local cultures and requirements of each of the markets we are in. We underpin these 3 first growth pillars with 2 incremental accelerators. The first is a constant focus on building out our value-creating services capabilities. These are very margin accretive to Exclusive Networks business. And services is critical for us in the way that we engage with our vendors and our partners, and quite frankly, often they are prerequisite to onboarding and retaining both new vendors and new customers. The second incremental accelerator is our M&A strategy. Over the last 8 years, we've completed 19 acquisitions with 5 done over the last 2 years. This remains a key focus for us, and we believe we'll continue the M&A trend in 2022 and the years to come. So in summary, we made significant progress against each of these 5 pillars of our execution plan. And I'm looking forward to continue to drive the business through a strong and efficient execution against these pillars in 2022 and the years to come. Moving on to ESG. It's clear that the very nature of cybersecurity has significant and growing impact on global sustainability issues, everything from safeguarding the increasingly digital lives of citizens to securing the global digital economy, to protecting the environmental well-being of the planet. Being at the center of the cybersecurity ecosystem, we take the responsibility extremely serious, which is reflected in our mission to deliver a totally trusted digital world for all people and organizations. ESG is a key strategic focus for us at Exclusive, which we clearly communicated during our IPO and in our recent annual report. We are setting our path towards ESG Excellence and working on a roadmap that allows us to be a reference within our sector. Going forward, ESG progress will be reported at the Board level and we'll communicate the progress and the results of this policy on an annualized basis. The vast majority of our environmental impact is indirect as a consequence of working with the 2-tier value chain. This accounts for 98% of our GHG emissions. To address this, we are actively supporting our business partners in meeting their carbon reduction and net-zero targets. We are doing this through innovative range of sustainability services such as local deployments and remote configurations to reduce the carbon footprint for travels, hardware maintenance services to extend the product life cycle of the products we are selling and then end of life cycle management where we refurbish and reuse and recycle equipment. Our social commitment focuses heavily on our people, and it centers around our core values of honesty, integrity and social respect. Our annual employee engagement survey achieved a 77% approval rate with 83% of employees saying that they will recommend Exclusive as a great place to work. Diversity and inclusion are also 2 key focus areas, and we have published a diversity and an equality policy that includes a commitment to measure and reduce gaps in gender pay and increase equal opportunities for all. In 2021, 40% of our global workforce were females of which 34% were in management positions. Our global commitment to solving the global talent skill shortage remains a key part of our social mission. And we continue to join forces and lead the fight through before-mentioned partnerships like Guardia, California Polytechnic, the Cybersecurity Coalition and others alike. The Board of Directors is reflective of our commitment to strong governance, diversity, equality and inclusion. It consist of 43% of independent members, 43 female members, 4 nationalities and have an average age of 49 years. We have a strong compliance culture that includes robust anticorruption and expert control programs. And finally, as you would expect, cybersecurity and data protection is at the heart of our IT operations and infrastructure. With that, let's spend a quick moment talking about our outlook for 2022. I think it's clear that the cybersecurity market continues to grow in attractiveness due to the reasons that are presented here today. We remain very positive about the opportunities that we have ahead of us. And as a result, we increased our 2022 guidance from what we presented at the time of our IPO. We are now targeting a gross sales above EUR 3.8 billion, and net margin in the range of EUR 362 million to EUR 368 million. We expect our adjusted EBITDA to be between EUR 133 million to EUR 138 million, with operating free cash flow before tax of 80% of adjusted EBITDA. Based on our trading update in Q1, we remain confident in this full year guidance. So in closing, and before I hand it over, cybersecurity is becoming more prominent than ever as it's becoming a strategic imperative for businesses and governments worldwide as they struggle to combat this rising tide of cyber-attacks. Our proven growth strategy and our unique position within the security ecosystem gives us relevance, relationships and resilience to deliver long-term success. With the success and momentum achieved in 2021, we remain confident in our proven ability to execute against our strategic plan. So thank you for your time, and I will now hand it back to Barbara.

Barbara Thoralfsson

executive
#5

Thank you, Jesper. Jesper and Exclusive's CFO, Pierre Boccon-Liaudet, will be staying with us in case you have any questions for them later. Now let's continue with our agenda. Mr. Jean-Marie Le Guiner and Mr. Marc Biasibetti, our auditors, are present in the room. I invite Mr. Jean-Marie Le Guiner to present their conclusions. I would like to point out for all intents and purposes that the statutory auditors reports are reproduced in their entirety in the 2021 universal registration document and have been posted on the company's website under the tab Investors, within the legal deadlines. Jean-Marie?

Jean-Marie Le Guiner

attendee
#6

Thank you. So I am Jean-Marie Le Guiner, partner of Deloitte. And I am representing the joint auditors of Exclusive Networks, Deloitte and Mazars [indiscernible]. I am pleased to present you today the summary of our audit reports. All audit reports are included into the universal registration document. First report. First one is on annual financial statements. So we have no matters to report regarding the fair presentation of the annual and financial information prepared in accordance with French accounting principles. Second report. The second one is on the consolidated financial report. We have no matters to report regarding the fair presentation of the consolidated financial information prepared in accordance with IFRS. Third one. Third report on regulated agreement. A new agreement was signed in September 2021 between your company, U.K. Holdco and the banks in connection with the IPO. So particulars and terms of this agreement have been described in our report. Fourth report. First one is on the authorization to grant shares. And we have no comments to make on the information provided in the report drawn up by the Board of Directors. Thank you for your attention.

Barbara Thoralfsson

executive
#7

Thank you, Jean-Marie. I would like to point out that the company has not received any written questions prior to this general assembly. I therefore give the floor to those of you who wish to ask a question. [Operator Instructions] As indicated in the introduction to this meeting, you can ask your questions in French or in English. The floor is now open for any questions. There's someone on the fourth row.

Unknown Shareholder

shareholder
#8

[ Francois Deneuville ] , individual shareholder. I have a remark related to the 12th resolution. In this resolution, there is a mention of L225-209 article. This article does not exist anymore. It is now L22-10-62.

Jesper Trolle

executive
#9

Thank you. We can still both refer to old numbering or new numbering.

Unknown Shareholder

shareholder
#10

But in fact, the article has been suppressed.

Jesper Trolle

executive
#11

Yes. And included in the new numbering, but we refer identically to either the new one or the old numbering. It doesn't matter actually for the vote.

Unknown Shareholder

shareholder
#12

Okay.

Barbara Thoralfsson

executive
#13

Okay. It doesn't look like -- any further questions? Somebody have a question? Okay. Thank you for the question. We've now answered all the questions that are asked. And I, therefore, now propose that we vote on the 14 proposed resolutions. I now give the floor to the Secretary of the Presiding Committee of at the General Meeting, Mr. Vincent Savesi, to present the resolutions and the results on the vote of each resolution.

Vincent Savesi

executive
#14

So we can now proceed to vote on the resolutions. For the sake of simplicity and efficiency, I would like to ask you to dispense me from the full reading of each resolution and allow me to simply present them to vote. I will announce the result and then we'll consider the next resolution. I hereby inform you on the final quorum, which applies to both the ordinary and extraordinary general meeting. 83,399,062 shares are represented. And this represents 91.19% of the capital and of the voting rights. The web page on your smartphone or the voting pad assigned to you are strictly personal. Voting is very simple, 3 options available to you. You must touch or press the green key for voting, yes. The red key for voting, no. And the yellow key for voting, abstention. You will vote one resolution at a time. After reading the text of a resolution, I will announce the vote is open. A progress bar will appear showing the time available for voting, about 12 seconds per resolution. When the progress bar is complete, the message, the vote is closed, will appear and you will not be able to vote anymore. A few seconds after, the voting results will appear in percentages and in a graphical format. Before proceeding to the vote on the resolutions, we will have mock test with one question. I will let you familiarize yourself with voting on the virtual voting pad of your smartphone or on your physical voting pads. Especially for those using the smartphone, it is important that you see the 3 colored keys for voting that appear on the screen of your device. In case you don't see them appearing, please raise your hand and a technician will solve your issue or provide you with a physical voting pad. So we will now proceed with the test. So as a test question, are you satisfied on the fact that the 2022 Exclusive Networks Annual General Meeting is held in the -- on the company premises? The vote is now open. [Voting]

Vincent Savesi

executive
#15

The vote is closed. And I hope it works, but the result is 100%. So we can now vote on the first resolution. The first resolution concerns the approval of the annual financial statements for the year ending December 31, 2021. These accounts show a deficit of EUR 2,111,921. The vote is open. [Voting]

Vincent Savesi

executive
#16

The vote is closed. And the first resolution is adopted with 99.99% of the votes. The second resolution is to approve the consolidated financial statement for the year ending December 31, 2021, which show a group share loss of EUR 13,522,373. The vote is open. [Voting]

Vincent Savesi

executive
#17

The vote is closed. And the second resolution is adopted with 99.99% of the votes. The third resolution aims to allocate the results of the financial year ending December 31, 2021, and to propose the distribution of a dividend. It is therefore proposed to allocate the entire 2021 results to other reserves and to distribute a dividend of EUR 0.20 per share corresponding to a total amount of EUR 91,476,536 in accordance with the group policy. The right to the distribution will be detached from the shares on July 5, 2022, and the dividend will be paid on July 7, 2022. I also remind you that no dividend was paid for the 3 previous financial years. The vote is open. [Voting]

Vincent Savesi

executive
#18

The vote is closed. The third resolution is adopted with 99.99% of the votes. The fourth resolution concerns the approval of the underwriting agreement concluded during the 2021 year on the basis of the auditors' special report on regulated agreements and commitments. We'll also ask you to note the absence of any other regulated agreements and commitments entered into or authorized previously and afterwards during the financial year 2021. I remind that interested shareholders may vote or not on this resolution. The vote is open. [Voting]

Vincent Savesi

executive
#19

The vote is closed. And the fourth resolution is adopted with 99.99% of the votes. We'll now proceed to vote on the resolutions relating to the remuneration of corporate officers, in application of the say on pay procedure. Under the terms of the fifth resolution, the Board of the Directors submits for your approval the information on the remuneration of all corporate officers as contained in the Board of Directors' reports on corporate governance, which is annex to the 2021 Universal Registration Document. The vote is open. [Voting]

Vincent Savesi

executive
#20

The vote is closed. And the fifth resolution is adopted with 98.5% of the votes. The sixth resolution seeks the approval of the general meeting on the remuneration elements paid or awarded in respect of the financial year 2021 to Jesper Trolle, Chief Executive Officer, as presented in the Board of Directors' Corporate Governance report, which is annex to the 2021 Universal Registration Document, the main features of which are currently displayed on the screen. The vote is open. [Voting]

Vincent Savesi

executive
#21

Vote is closed. And the sixth resolution is adopted with 96.43% of the votes. The seventh resolution submits to the approval of the general meeting the remuneration elements paid or awarded for the financial year 2021 to Barbara Thoralfsson, Chairperson of the Board of Directors, as presented in the Board of Directors Corporate Governance report. The main features of these elements for the Chairperson of the Board of Directors are shown on the screen. The vote is open. [Voting]

Vincent Savesi

executive
#22

The vote is closed. And the seventh resolution is adopted with 99.98% of the votes. The eighth resolution seeks the shareholders' approval for the 2022 remuneration policy for the Chief Executive Officer. The policy is described in the Board of Directors Corporate Governance report and its [ terms ] I recall, sorry, put on the screen. Subject to your approval, the remuneration policy, in particular, the increase of the fixed remuneration would be applicable as of January 1, 2022. The vote is open. [Voting]

Vincent Savesi

executive
#23

The vote is closed. The eighth resolution is adopted with 96.95% of the growth. The ninth resolution relates to the approval of the remuneration policy for 2022 for the Chairperson of the Board of Directors under the conditions that are currently displayed on the screen and that are unchanged with 2021. The vote is open. [Voting]

Vincent Savesi

executive
#24

The vote is closed. And the ninth resolution is adopted with 99.97% of the votes. The tenth resolution has the purpose to propose to your vote the approval of the remuneration policy for the directors for 2022 as set out in the Board of Directors' Corporate Governance report, the main elements of which are displayed on the screen. The vote is open. [Voting]

Vincent Savesi

executive
#25

The vote is closed. And the tenth resolution is adopted with 99.97% of the votes. The purpose of the 11th resolution is to propose to the shareholders the increase -- to increase the remuneration package allocated to the directors. The vote is open. [Voting]

Vincent Savesi

executive
#26

The vote is closed. And the 11th resolution is adopted with 99.94% of the votes. We have now ended the resolutions regarding the compensation for corporate offices. We'll now turn to the 12th resolution to authorize the Board of Directors to trade in the company's shares and thus to renew the authorization granted by the general meeting of shareholders as of 1st September 2021. The shares could be acquired at a minimum -- maximum price, sorry, of EUR 30 per share and within the limit of 10% of the share capital for a period of validity of 18 months. The authorization may not be used during a public offer period. The vote is open. [Voting]

Vincent Savesi

executive
#27

The vote is closed. The 12th resolution is adopted with 99.57% of the votes. We'll now pass to the vote of the resolution for the extraordinary general meeting. For this purpose, the 13th resolution presented to you is intended to authorize the Board of Directors to grant free shares to employees of group companies as well as to senior managers. With regard to the shares that may be granted to Jesper Trolle, the number of investing condition of these shares would, of course, be in accordance with the remuneration policy as approved by the shareholders. The maximum amount of shares that may be granted would be capped at 1.7% of the share capital as of the date of this general meeting. The number of shares that can be granted to executives would be capped at 11.14% of this ceiling. This delegation is granted for 38 months and replaces the one granted by the General Meeting of the shareholders of September 1, 2021. The vote is open. [Voting]

Vincent Savesi

executive
#28

The vote is closed. And the 13th resolution is adopted with 97.68% of the votes. And finally, the last resolution, the 14th resolution, by which the general meeting grants full powers to the Chairperson of the Board of Directors to carry out the formalities required and subsequent to this general meeting. The vote is open. [Voting]

Vincent Savesi

executive
#29

The vote is closed. The 14th resolution is adopted with 99.99% of the votes. That now concludes the voting on the resolution. Thank you very much for your time and for your votes.

Barbara Thoralfsson

executive
#30

Thank you, Vincent. Ladies and gentlemen, you can find all the results on our website. And I now declare this general meeting closed. Thank you very much for your participation. Have a nice afternoon, evening.

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