Imerys S.A. ($NK)

Good afternoon, ladies and gentlemen, dear shareholders. It's a bit after 03:00 p.m., and I'd like to open our session. I'd like to inform you that in line with legal requirements, the presentations that will be made in the context of this meeting will be filmed and broadcast on our website and the meeting will also be available as a replay. Alongside me here today, we have Alessandro Dazza, who is our CEO; Pierre Lebreuil, the CFO, the new CFO of the group whom we agreed, and we're very happy to have him with us here in this new post and to Emmanuelle Vaudoyer, whom you know, who is the Group General Counsel and Secretary of the Board of Directors. And Ms. [indiscernible] also who is the lady Chair of the Appointments and Compensation Committee, will be joining us a bit later on to present the items concerning corporate governance. Also, we have in the room with us members of our Board of Directors who might like to greet including [indiscernible] and Michael Ogrin, who will be introduced to you later on. Johannes [indiscernible] will hopefully, be quoted by you at this meeting to the Board and Michael Agrin is a candidate to be a Board member. And we also have Nadia Laduli, who is a partner in Deloitte and Associated Pierre Olivier [indiscernible], who is a partner in PriceCooper House -- PricewaterhouseCoopers Audit representing the joint auditors. The general meeting is being held today on the first invitation, and it is an ordinary general meeting. I'd like to ask Emmanuelle Vaudoyer to please report to you the achievement of all of the formalities connected with the invitation to the meeting and the holding of the press meeting. Thank you sir.

Good afternoon, ladies and gentlemen. I'd like to tell you that in line with the requirements, the prior notice of the meeting was published in the [indiscernible], the third of April 2026 presents also, of course, the agenda, the draft resolutions submitted to the vote here today and also the conditions for attendance and for voting in the general meeting. the registered shareholders were convened by e-mail and by post on the April 21, 2026 and the publication of the notice of the meeting was also on the 21st of April 2026. Also, the documents and the integration that are a legal requirement to be made available to shareholders by virtue of the French Commercial Code were made available online on the website of the company.

Thank you, Emmanuelle. So we see that the quorum of 1/5 applicable to ordinary general meetings is achieved here today. And you will see the detailed figure later on when we have the definitive quorum. we will now appoint the scrutineers of the meeting to shareholders who are present with us and who have the largest number of votes, who've accepted this [indiscernible] representing Belgian securities SCRL representing 92,681,340 votes and Paris [indiscernible] who represents Blue Crest Holding SA, representing 8,060,772 votes. And I'd like to thank both of you for being with us today. And then [indiscernible], she was appointed Secretary of the meeting, as you know, and we have, of course, planned that we will have a Q&A session with the shareholders present. At the end of our meeting, you have voting devices that you'll be using later on to vote on the resolutions. And after the presentations, we will tell you how to utilize these voting boxes when it comes to voting on the resolutions. Now I'd like at this point as a preliminary to share with you the opinion issued by the Economic and Social Committee -- Economic and Social Committee, concerning the economic and financial situation and the sustainable development performance of the group. And I will, therefore, if you don't mind, summarize what was said by the ESC this as follows. In the light of the items presented in the report of the accountant, we note that the situation is stable in the context of a difficult market loss of volumes. But nonetheless, we have managed gross price increases and the net income was a deficit because of major impairments of assets, especially in the RAC segment with no impact on the cash flow as it was impairment of assets, the generation of net free cash flow was at a low level. The debt level was higher, and that means we've got to be vigilant in 2026 and 2027. The proposed dividend payout is going down. And it's not much compared to the cash generation of the group. We have the program called Horizon. That is a cost-cutting measure, EUR 50 million to EUR 60 million of savings are being targeted -- structural savings at group level and we have nonetheless maintained a level of nonstatutory profit sharing at the same level as 2024. The main point of attention at the ESC are the following: the Horizon project, the potential impact on jobs, potentially 5 closures and jobs to go, also impact on the organization of work and working conditions and that hasn't been documented enough and provisions also have been booked. On the RAC segment, we need to clarify the industrial trajectory and our capacities, our investments, our CapEx, possible restructuring also in the light of the impairments enacted in 2025, then we need more visibility in terms of the trajectory for deleveraging the company and the priorities being set for 2026. This leads the ESC to give the following opinion. In the light of the information exchange during the consultation process, the elected representative issue the following caveats: Firstly, this year significant downturn of the industrial climate -- industrial relations climate and they fear that the repercussions on the employees might be neglected. We cannot neglect such percussions on employees in the wake of these measures. We have some misgivings about the future of the project called Emily concerning lithium. And the challenge the jobs being done away with in the light of the Emily project. So we are worried about the job position, and we would like some answers from the general meeting, and we will be asking the management to update us regularly on all these topics. Thank you to our ESC for this detailed opinion that you've rendered and will be hearing presentations as we go through the meeting, that will go into these different points. So ladies and gentlemen, dear shareholders, I suggest at this point, we should start off with the presentation of the highlights of 2025 by Alessandro Dazza, who is our CEO. You have the floor, Alessandro.

Thank you. [indiscernible]. Thank you. Ladies and gentlemen, dear shareholders. Good afternoon. Thank you for joining us here today for this general meeting. Alongside me, I have Pierre Lebreuil, who is our new CFO, who was appointed last February as the Chairman said. Pierre is not a newcomer in Imerys, however, because you've been working with the company for the last 20 years. His presence now beefs up our management team, is guaranteeing continuity and he also, of course, has the experience necessary to help us to manage our business. I'd like to start off by commenting on the highlights of 2025. The turnover, our revenue figure, EUR 3.384 billion overall in line with last year, on a like-for-like basis. These figures reflect selling prices that have held their own. They also reflect industrial activity at a low level in Europe and a rather sluggish construction sector in North America and in Europe. The adjusted EBITDA for all of 2025 achieved EUR 546 million, in line with the forecast established in July of 2025, in spite of an unfavorable ForEx effect of EUR 22 million in 2025. The depreciation of the dollar currency vis-a-vis the euro. This, I think, is a robust performance in a difficult context. It was flat with respect to 2024. Again, on a like-for-like basis and excluding variations in the contributions of the joint ventures that we'll see later on. This is the result, in particular of a rigorous pricing policy for selling prices and ongoing efforts that were made in terms of cost control, cost management. The group generated a free cash flow of EUR 127 million in 2025 before the strategic CapEx and EUR 78 million after after strategic CapEx. The strategic was mainly connected with our lithium projects, and I'll go back to that topic a little bit later on. The financial structure of Imerys is, therefore, sound, and our investment-grade rating has been confirmed. The current net income stands at EUR 146 million, and the ordinary dividend in cash of EUR 0.75 per share will be put to you for the vote during the resolutions later on at this meeting. The payout ratio is in line with what we had in previous years. Our last important point, the group conducted an impairment of goodwill for the solutions for refractories, abrasives and construction or segment for an amount of EUR 467 million in 2025. This impairment which was exceptional, has no impact on the cash position or the financing ability of the group. It reflects purely accounts and accounting adjustment that was made necessary through the changing conditions and market assumptions and does not challenge the solidity or the sound nature of our business activity. It will be a more in detail by Pierre Lebreuil a little bit later on in the financial section. Now this slide underscores the robustness of our business model in times. On the left-hand side of the screen, you can see the adjusted EBITDA as it unfolded in 2025 compared to the previous year. We see a substantial impact by this scope. That is because of the divestment of assets that service the papermaking market in July 2024 and also the impact of the joint ventures especially the [indiscernible] Corporation, whose financial performance was exceptional in the first half of last year, much less so in 2025. And you can also see the substantial impact of the foreign exchange rates, especially the U.S. dollar in the first part of the year -- the earlier part of the year. What's most important, however, is that the core business of Imerys generated a resilient EBITDA practically in line with what we had in the previous year in spite of a difficult context, as we all know. On the right-hand side of the screen, the price/cost balance highlight the continuous ongoing high-quality work put in by the group so as to reduce our cost, but also the agility of Imerys in adjusting our selling prices when that is deemed to be necessary. This remains a key success factor for Imerys going forward. If you don't mind at this point, I'd like to give you a brief update on 2 key topics for the group. Firstly, the lithium projects. Concerning Emily in France, as was announced on the 11th of February last. The french state has acquired a minority stake in this project. This is a key step for the future of this project recognized as being strategic both by France and by Europe. This investment will enable us to support this project right as far as the finalization of the definitive feasibility study in early 2027. So EUR 50 million worth of stake for the French state. Regarding Imerys British Lithium, the scoping study was finalized early in 2026, and that confirms the great value and the strategic relevance of the project. However, the group decided to mothball this project for the moment. As a consequence, other piece of investment or expenditure will be committed for the moment. On the right, you see the Chapter 11 proceedings concerning the talk entities in the United States and the court session confirming the reorganization plan before the bankruptcy court in Delaware was concluded on the sixth of February 2026 as planned. We're expecting the court to hand down its ruling in the coming few weeks, I would say, or even days. the potential confirmation of the reorganization plan -- this is important, should thereafter, subject to tops being filed reviewed and confirmed by the Federal Court in the United States. We remain confident about the positive outcome of this proceeding. Cost and performance improvement called Horizon project. The objective was to reach -- to reinforce competitive standing of the group and improve the capacity and to improve our agility and the existing environment. This deals with the simplification, the streamlining of the organization is the group through reduction of the cost basis, improving the streamlining of the production capacity worldwide. This program is ongoing. We have social processes ongoing. They are planned and necessary. Now on the financial point of view, we are targeting annual savings of roughly EUR 50 million to EUR 60 million relative to the 2025 cost base with 50% of the savings expected as early as 2026 with a full impact in 2027. We estimate that the implementation costs of this program, which will impact the group's cash flow should amount to approximately 1 year's worth of savings. To give you an idea of Imery's future growth drivers. This slide shows a few examples of the group's recent developments. Our conductive additives business continues to grow, thanks to the capacity expansion in Belgium and Switzerland. The same applies to our investments in China in the automotive sector and in India for refractories and construction. A final example is the ongoing increase in production capacity for [indiscernible]. This is a high purity [indiscernible] earth-based filtration product to filter blood and plasma for the pharmaceutical industry. Overall, these new industrial capacities contributed to more than EUR 30 million additional revenue in 2025. This figure is expected to grow in the future. Similarly when it comes to innovation, launching new products takes time, but this is the foundation of the group's future growth. I will not talk too much about the details on the right in the slides, but you see a few examples of innovative products. Some are already generating sales. Others are currently being qualified in the process of customers. Specialty Minerals have unique and varied properties as well that give rise to new ideas and new applications every year. And as you know, at Imerys, we have the broadest portfolio of minerals on the market. Let me now turn to the floor -- I turn the floor over to Pierre for a detailed analysis of our financial results.

Hi, everyone. It's a pleasure to be with you here today. Let me summarize briefly some of the key aspects of our financial performance, starting with revenue. The group's revenue amounted to some EUR 3.4 billion in 2025. This represents a 0.7% decrease at constant exchange rates and scope compared to last year with volumes down slightly and prices holding up well. As a reminder, the scope effect includes EUR 65 million coming from the sale of our assets dedicated to paper markets in July 2025. It was partially compensated for by EUR 50 million in sales generated that were acquired at the beginning -- in early 2025. Currencies had a negative impact of EUR 82 million, primarily due to a decline in the U.S. dollar against the euro, starting in the second quarter of 2025. Let's now analyze the group's profitability. For the full year 2025, adjusted EBITDA reached EUR 546 million, corresponding to a margin of 16.1% by examining Imerys' direct operating performance, highlighted in the gray box, you can see that EBITDA was very resilient, down slightly by 0.7%, which represents a major achievement given the challenging economic environment in which the company operated in 2025. This performance is attributable to strict discipline on selling prices and cost control. Adjusted EBITDA decreased by 19% compared to 2024. This decline is due to a lower contribution from joint ventures, some EUR 74 million, changes in scope amounting to EUR 30 million; and lastly, an unfavorable exchange rate effect of EUR 22 million. Let's look now at the bottom of the P&L at the bottom line. Net income group share is negative by EUR 409 million. As detailed on this slide, this is impacted by other operating income and expenses, which amounted to some minus EUR 555 million. This minus EUR 555 million is primarily related to 2 items. The first of which is a goodwill impairment charge of EUR 467 million related to the Refractories, Abrasives and Construction business, RAC, business. This impairment has no effect on the group's cash flow and reflects business performance that was lower than anticipated a year ago as well as the fact that the antidumping measures on import of used materials from China, which were ultimately implemented by the European Union are less protective than initially expected. It is important to note that the markets served by this business have finally stabilized. We expect a gradual recovery already observed in the third and fourth quarters of '25 during which RAC posted positive organic growth. So the expected savings from the Horizon project should also support improved profitability. Other operating income and expenses are also impacted by asset impairments, with no cash effect. One related to the Horizon project for EUR 41 million and the other to the decision to place Imerys' British lithium into administration for EUR 31 million. To conclude the financial review of 2025. Let us now examine the group's debt. It increased slightly in 2025 due to strategic capital expenditures and dividend payments. I would like to highlight a few additional points: First, net financial debt decreased in the second half of 2025, where cash flow was therefore positive in the second half of the year. Secondly, we do not anticipate any significant strategic investments in 2026. Since the definitive feasibility study for the Emily lithium project, will be funded through our partners' contribution to the project. I would also like to remind you that we have successfully placed EUR 600 million bond issue an unsecured bonds last November. The average maturity of our bonds has consequently been extended to 4.3 years as compared to 3.4 years in June of 2025. Lastly, as investment-grade credit rating was confirmed by S&P and Moody's in the second half of 2025 with net debt representing 2.5x adjusted EBITDA, reflecting the group's solid financial structure. Now I'm going to hand over again to Alessandro to discuss the performance for the first quarter of 2026.

Thank you, Pierre. First, a few highlights from the first quarter of 2026. This was a good quarter for Imerys with revenue and adjusted EBITDA increased compared to last year like-for-like, despite nonetheless, a challenging environment with the crisis in the Middle East. Revenues of EUR 835 million was up 0.7% compared to the previous year's like-for-like, driven by volume growth and stable prices. It is important to note the unfavorable currency effect in the first quarter. The dollar have had a very strong effect. This amounted to approximately EUR 40 million offset represented fully minus 5% decline compared to 2025. Adjusted EBITDA for the period amounted to EUR 118 million, up 4% at constant exchange rate or like-for-like, reflecting the strength of our operational execution, higher sales volumes and our cost control. Regarding the progress of Imerys' key projects. First, the Horizon project, which you've heard about, it has been launched in the main countries concerned where the program is underway, and it's on schedule. This should enable us to make savings of EUR 50 million to EUR 60 million per year. Next, we announced on the April 10th the acquiring Great Lakes Minerals, 1 of the leading processes of industrial minerals for refractories and abrasives in the United States. Annual revenue for this business amounts to $80 million roughly. So that's -- so the conclusion should be any moment now. In this slide, we're summarizing the sales performance at Imerys per geographic region in the first quarter of '26. You can see clearly the sales in Asia were solid with growth driven by conductive additives for various applications. And for polymers, very good activity in China. In Europe remained slightly negative, mainly impacted by the weakness of the residential construction market. Despite a slight increase we recorded a strong performance in consumer goods markets in Europe. We shouldn't forget that sales in this region included the Middle East, we are obviously in the month of March, inflected by the Gulf crisis to the tune of some EUR 4 million of loss in sales. Sales in North America were moderate in the first quarter, confirming the trend from the second half of 2025. In particular, the residential market remains weak in construction and the poor weather conditions in January had an impact of several million euros on our sales. As a reminder, the first quarter of 2025 was a very positive currency effect, but that's not the case this year and South America was acceptable with solid sales in consumer goods. The last slide summarizes the excellent work done by the teams. On the left-hand side of the slide, you can see the trend in adjusted EBITDA compared to last year, the weakness of the U.S. dollar in the first quarter of 2026 had a significant impact on the reported figures. This effect should normally diminish and eventually disappear as the current exchange rate aligns with the exchange rates of last year. At constant exchange rates, adjusted EBITDA increased by 4% year-over-year, primarily driven by volume growth and cost controls. On the right-hand side, the price-to-cost ratio highlights the group's efforts to control costs. despite inflation and higher volumes in the first quarter of 2026, fixed costs and variable costs and general cumulative overheads are lower. This results from our operational excellence programs and various cost savings initiatives, including those related to the Horizon project contributing to the strong performance. Now a word about sustainable development which is an important topic. It's at the heart of the group strategy. As you recall, we had a program sustained Agility, which is aligned with the United Nations Global Compact goals, which is built around 3 pillars: empowering our teams, building their future with our customers and protecting the planet. These priorities are translated into medium-term goals, which we report on annually in our sustainability report. Turning now to our sustainability performance. I am pleased to announce that we have successfully completed our sustained Agility 2025 road map. The group has met or exceeded 14 of its 16 key objectives. As you can see on the slide, you have the indicators and the progress made in 2025. All of these indicators and targets are detailed in Chapter 3 of the 2025 universal registration document available on our website with copies available -- there are some copies available in the room for review today. If we take a closer look at our in sustainability is certainly the decarbonation. If we look at this more in detail, our climate trajectory, you can see on the slide that remains fully aligned with our 2030 targets. In 2025, specifically, our Scope 1 and Scope 2 emissions reached 1.780 kilotons of CO2, which represents a 28% reduction since 2021, which is well in line with the 42% reduction target by 2030. For Scope 3, as shown in the graph on the right, you can see that we have already achieved a 22% reduction compared to the 2021 baseline bringing us closer to our 25% target objective for 2030. This performance is supported by the EUR 82 million decarbonation capital expenditures invested since 2021. Primarily allocated to energy efficiency, heat recovery and transition to low-carbon electricity. The year 2026, an agility kicked off. Our third road map since 2018, the new road map, builds on the progress made during previous cycles. It focuses on 10 objectives, which you see here that directly address the most material impacts, risks and opportunities identified for the group. I'm not going to go into detail. Everything is available. Lastly, our efforts towards transparency, combined with the continuous improvement of our indicators enabled us in 2025 to continue making significant progress in our ESG ratings, which you can see on this slide. We have top-tier scores from the leading ratings agencies specializing in sustainable development. I will now hand over to the Chair.

Thank you, Alessandro. And so far as the dividend proposal, the Board of Directors proposes to this meeting the payment of a cash dividend of EUR 0.75 per share, which is lower than the dividend proposed last year, but remains in line with the payout ratios of previous years around 44%. I would like to ask Emmanuelle Vaudoyer to summarize for you the resolutions on which you're being asked to vote at this Annual General Meeting. And then obviously, [indiscernible] will be joining us to present the various recommendations of the appointments of Nominations Committee.

The general meeting is asked to vote on the agenda displayed on the screen. I would like to note that no request to add items to the agenda or to submit additional resolutions has been made by the shareholders. Furthermore, the resolution submitted for a vote produced in full on Pages 489 to 492 of the 2025 universal registration document as well as in the notice of meeting, both of which are available on the company's website. Copies of the universal registration document also been made available to you in the meeting room. The first and second resolutions concern as is customary on the general meeting's approval of the company's management and annual financial statements and the group's consolidated financial statements for the past fiscal year is that we just discussed. And the third resolution concerns the appropriation of Imerys' 2025 net income. As indicated by the Chair, the Board of Directors proposed paying a cash dividend of EUR 0.75 per share. Under the fourth resolution, you are asked to vote on the statutory auditor special report on the regulated agreements entered into by the company in the session of the 19th of February 2026 reviewed all agreements reexamined all of the agreements concluded with related parties. A regulated agreement entered into 2025 was already approved at the last shareholders' meeting, and no other regulated agreement was entered into during the 2025 fiscal year nor was any agreement entered into with a related party during a prior fiscal year, disqualified or reclassified as a regulated agreement. The Board also noted that no regulated agreement entered into during a prior fiscal year and already approved by general meetings continued into 2025. Before proceeding with the presentation of the resolutions relating to corporate governance and in particular, to compensation, we'd like to remind you that all information regarding the 2026 compensation policies for corporate officers and details of any compensation paid or awarded in 2025 is included in Chapters 4 and 8 of the 2025 universal registration document. Thank you. I'd like to ask Mrs. [indiscernible] to join us and to go over the resolutions regarding corporate governance.

The floor is all yours.

Thank you, Patrick. Ladies and gentlemen, dear shareholders, in order to reinforce shareholder dialogue, the Board of Directors held a series of meetings with institutional investors and proxy advisory firms in November 2025 attended by the Chairman of the Board of Directors and myself, the Group's General Counsel and Secretary of the Board, the group's Chief Human Resources Officer and the Director of Investor Relations and Financial Communications. These meetings facilitated a constructive dialogue on governance and compensation issues within the company and provided input also for the work of the Compensation Committee itself and the Board of Directors. Accordingly, the Board of Directors wish to make certain targeted adjustments, which are presented on the screen here. With particular regard to the CEO's compensation policy, these adjustments aim to enhance its clarity and alignment with the group's long-term strategy. The specifically concerned the refocusing of ESG criteria, all derived from the group's new sustained agility, 2026 to 2030 sustainability road map to enhance the clarity of this criteria and also avoid redundancies between those used for annual variable compensation and those used for long-term variable compensation and the introduction in the assessment of long-term performance of a relative performance criteria measured by total shareholder return TS or as we often call it. And this will be evaluated by comparison with the panel of similar companies. These changes are detailed in the universal registration document. As in the past, we present below a summary of the components of these compensation policies for 2026. So pursuant to the fifth resolution regarding the compensation policy applicable to the Chairman of your Board, that is Patrick Kron. His compensation consists exclusively of a fixed annual growth salary of EUR 400,000, which has remained unchanged since 2022. Under the sixth resolution, the 2026 compensation policy for the Chief Executive Officer would include the following main components: an annual fixed compensation of EUR 920,000 unchanged since 2023, an annual variable compensation based on the achievement of quantifiable criteria related to the group's financial and ESG performance as well also as the achievement of personal criteria. This annual variable compensation is capped a 165% of the Chief Executive Officer's annual fixed compensation. Then regarding the quantifiable criteria linked to the group's financial performance. These include adjusted EBITDA and operating free cash flow before strategic CapEx. These criteria account for 65% of the annual variable compensation. The expected achievement levels are identical to the 2026 budget targets. Regarding the quantifiable criteria related to the group's ESG performance then, these are limited to 3 and focus on diversity and inclusion, then biodiversity and thirdly, the climate. This refocusing enhances their clarity and consistency. These criteria and objectives are derived from the group's sustained agility road map, as it has just been presented to you. The weighting of these criteria remains unchanged at 15% of annual variable compensation. In addition, the personal criteria focus among other things on restoring the group's target profitability, finalizing the exit also from the Chapter 11 proceedings for the group's former North American talk entities, evaluating also the group's post-Chapter 11 strategic options and fourthly, returning the group to a growth trajectory. These criteria account for 20% of variable compensation. The CEO's compensation also includes the grant of 95,000 performance shares. This increased grant is justified by the introduction of the new TSR criteria, weighted at 30% of long-term compensation. The introduction of this criterion strengthens the alignment with shareholders and links the higher level of compensation to actual value creation, effective value creation that is. The purpose of the TSR is to compare the performance of the Imerys share with the median TSR of the peer group. The reference peer group was determined by the Board of Directors upon the recommendation of the Compensation Committee. This peer group consists of international companies of comparable size and sector. The other performance criteria for long-term compensation have remained unchanged and concerns financial criteria. The net current income and free operating cash flow and ESG criteria. The annual objectives are set in accordance with the budget objectives and the sustained agility road map that the group has. Now the seventh resolution, the subject of that is the 2026 compensation policy for Board members. This resolution proposes to maintain the compensation policy unchanged as approved in 2025 by your meeting. Under the eighth resolution, you are asked to vote on the compensation report, which is intended to provide you with a full account of all compensation and benefits of any kind as well also as various other items related to their terms of office for each corporate officer for the past fiscal year. Under the ninth and tenth resolution, you're also asked to vote on the compensation paid or awarded in 2025 to each of the executive corporate officers. That is namely your Chairman of the Board, the company granted and paid in 2025, a gross annual fixed compensation of EUR 400,000. Also to your Chief Executive Officer, the company allocated [indiscernible] 2025, a gross annual fixed compensation of EUR 920,000 and paid in 2025 for the 2024 fiscal year and annual variable compensation of EUR 1,104,786 following approval by the shareholders' meeting on May 13, 2025. And allocated in 2026 for the fiscal year and annual variable compensation of EUR 809,600 corresponding to 80% of the target annual variable compensation for 2025. This amount will be paid subject to the approval of this resolution by your meeting today. Your Chief Executive Officer's 2025 compensation also includes an allocation of thousand performance shares fully subject to performance conditions as well as benefits in kind, representing a book value of EUR 68,765. The following resolutions concern the composition of the Board of Directors. As part of the development going on in the governance structure of GBL, the company's major shareholder, that is, the GBL Group, the Board coopted Johanne Sut, managing director of GBL on September 30, 2025. The ratification of capitation is submitted to this meeting here today. Furthermore, after serving on the Board for 16 years, Ian Gallienne, who is now Chairman of GBL will step down from his position as Director following this meeting. It was also decided to adjust GBL's representation on the board by reducing the number of directors appointed by [indiscernible] from 3 to 2. The appointment of Mikhail Orin will thus be submitted to a vote by the shareholders here today following [indiscernible] resignation from his position as Director. As for myself, I have not sought reelection for a third term and will be leaving the Board of Directors following this meeting. You're there for us to vote on the following: under the 11 and 12 resolutions, the renewal of the terms of office of directors who are Stephanie Bene and Veronique [indiscernible]. Their terms will expire at the conclusion of this meeting. And in connection with the 13th and 14th resolutions you'll be asked to ratify the co-opting of Johannes Huth, Chief Executive Officer of GBL and to appoint Michael Ogrin, Investment Partner GBL as a Director. Finally, I would also like to inform you that Fatima [indiscernible] has joined the Board as a new director representing the employees following her election by the European work Council. I'd like to invite first Johannes Huth to kindly introduce herself. And after that, Mikael Ogrin, if you don't mind, gentlemen.

Thank you very much, Amit. My name is [indiscernible]. I was born in Germany, in Heidelberg. After my studies in Germany, I came to France to study, and I also went to the U.K. and the U.S. to selling. And after that, I started my career in finance, and I spent almost 40 years, starting off in an investment bank and then in different investment funds. And it was with great pleasure that I took on a new post as Managing Director of the JBL Group, exactly a year ago now. And in that capacity, I hope you will confirm my co-opting to the Board of Imerys. It's a great pleasure for me to work with Alessandro and Patrick in advance for [indiscernible].

My name is Michael Orin. I'm Austrian, I was born in Vienna. I studied here in France. And I started off as an entrepreneur in reselling secondhand industrial plant and equipment, then I went into the world of investment in for 25 years. Now I've been in the investment sector in investment funds. And I met you understood some years ago in that context. And in my well, my adventure started with them way back then, and it's with great pleasure I would join the Board. I've got industrial experience to being a shareholder in another company in the same industry. So it will be a pleasure for me. If you put your [indiscernible] the great session for me there for to work with the members of the Board of Imerys.

Thank you very much, Johan, and thank you, Michael. You both are excellent French speakers. Thank you for introducing yourselves. As Chairman of the company, I'd like to thank Annette Chair of the nominating and Compensation Committee and a number of the strategy and sustaining the development community, who previously worked in the Audit Committee, belongs to the Board, I'd like to thank her for all the work she put in all the years she spent within the board, within this company. I thank you, Annette, for your commitment, your devotion and your contribution to the Board, you're active in other companies, too. And I wish you successful future. I'd like to turn over to Ian Gallienne, a member of the Board. He's not with us actually physically today, but he was with us when we were working this morning over lunch on important matters for the group. And I'd like to thank him for the 16 years he spent within our Board. He discharge its duties for 16 whole years, and I would like to thank him for his valuable contribution, his vision and the role he played in the proceedings of the Board and the development of the group. And once again, thank you, Ian Gallienne, for your contributions and your constant devotion to the development of this fine company. I'd like to also turn to Martin [indiscernible], do member of the Board, extend our thanks to him for his contributions to the proceedings of the Board during his term of office, too. So at this point, I'd like to also say that following these developments that are proposed to you subject to those developments being approved. Your Board would then be composed -- there's music in the room says the Chairman, that's nice. The Board would then be made up of 10 directors, the Board's independence rate, if you vote on the resolutions in question would be 62.5%, which is higher than existing recommendations for the company with a controlling shareholder with a core shareholder of [indiscernible]. So regarding gender diversity with 3 women out of 8 directors, excluding directors representing employees, the company meets the requirements for a balanced representation on its Board between men and women. You can stay with us next, if you like or you can go back to your seat as you like, where ever you feel comfortable. Anyway, I'll give the floor to Emmanuelle next who will pursue with the reading of the different draft resolutions.

Thank you. The 15th resolution concerns the ratification of the transfer of the company's registered office currently located at #43 [indiscernible] and the 15,000 Smart Paris. The relocation would be to #7211 [indiscernible]. Also on the 15 so the Chairman, yes, and the [indiscernible] are on the smart Paris, which will be effective as of September 2026. This decision by the Board is part of an initiative that's aimed at providing the group with a modern, sustainable work environment that is fully aligned with this value. This new headquarters intended to be a space that will foster collaboration, cooperation, innovation and cross-functional cooperation among our team. Subject to the approval of this resolution, the Article of Association, of course, will be amended accordingly. And the 16th resolution concerns as usual, the renewal for another 18 months of the company's authorization to repurchase its own shares for a new term of 18 months before. And the objective of this new share repurchase program, the objectives are staged on the screen here. The maximum number of shares that may be acquired under this program has been set at 10% of the total number of shares outstanding as of January 1, 2026, of 5% in the case of shares acquired by the company for the purpose of holding them and subsequently delivering them in payment or an exchange as part of a merger spin-off or contribution. This resolution provides that the Board of Directors may not exercise this authorization during any period in which a public offering of the company's securities is in progress. And finally, the 17th and final resolution is intended to grant the power necessary to carry out the legal formalities following this meeting.

Thank you. I'd like to now invite Mr. Pierre Olivier [indiscernible] to join us. He's there. He's a secondary partner in PricewaterhouseCoopers audit speaking on behalf of our joint auditors, I'd like to invite him to present the reports issued in respect of fiscal 2025 regarding the company. Thank you. You have the floor, sir.

Thank you, Mr. Chairman. On behalf of the joint stationers, Pricewater Copis Audit in Deloitte and sir. I am pleased to report to you on the performance of our audit for the 2025 fiscal year. We've issued various support as required by law. Our reports cover the financial statements as well as related party agreements. Furthermore, although this is not the subject of a corresponding resolution to be put to a vote learn, we've also issued a sustainability information assurance report. In accordance with the customary practice of this meeting, I'd like to summarize the terms of our various reports, which will be made available to you by the company and are included in the 2025 universal registration document or URD. Now regarding our engagement on financial matters, we've issued reports on the auditing of the group's consolidated financial statements as well as the annual financial statements of Imerys SA as of December 31, 2025. In accordance with professional standards, the objective of our work was to obtain reasonable assurance that the group's consolidated financial statements prepared in accordance with International Financial Reporting Standards, IFRS, and the annual financial statements of Imerys SA prepared in accordance with the French GAAP were free from material restatements. To this end, we performed our coordinated audit work at the group's principal subsidiaries. Our approach is tailored to Imerys' organization, its specific characteristics and the risk identified based on both quantitative and qualitative criteria. This approach also takes into account the principal events and transactions of the period. In our report on the consolidated financial statements, we draw your attention to 3 key audit matters to which we paid particular attention. The first concerns the assessment of the recoverable amount of goodwill. The second relates to the assessment of provisions for the decommissioning of industrial sites and the rehabilitation of mining sites. And the third concern, the assessment of the financial consequences of the litigation related to the talk situation, the [indiscernible] entities in the U.S. With regard to the annual financial statements of Imerys SA, the key audit matter concerns the valuation of equity investments. Without qualifying our opinion, we draw your attention to the note application of ANC regulation number 2022 06 on the [ marginalization ] of the general accounting plan in the notes to the annual financial statements, which describe the effects of the change in accounting policies related to the first time application of this regulation. We've also focused on verifying the accuracy of the management report presented by your Board of Directors with respect to the accounting and financial information contained therein. Information regarding compensation benefits paid to corporate officers and finally, information regarding corporate governance. All of our work and not detailed conclusions were regularly shared with your group's Audit Committee and the Board of Directors. In summary, having the net resources for sell our commitment to you, we have issued an unqualified opinion on the parent company's financial statements as well as the group's consolidated financial statements. With regard to our special report on related party transactions, we stated in the first part of this report that we have not been notified of any new transactions to be submitted for your approval. And in the second part of this report, we note that an amendment to the agreement for the acquisition of the S&D group was signed in February 2025, and that this amendment has been approved in advance by our Board of Directors in December 2024. And finally, regarding our engagement on sustainability-related information, we've performed the necessary work to provide you with limited assurance on the following 3 areas, the compliance of the process implemented by the company to determine the sustainability-related information to be disclosed in accordance with the European sustainability of Reporting Standards, the ESRS, the compliance of the sustainability information included in the management report with the ESRS and finally, compliance with the disclosure requirements set forth in the taxonomy. Upon completion of our work, we did not identify any material errors emissions or inconsistencies in any of these 3 areas. Ladies and gentlemen, shareholders, Mr. Chair, thank you for your attention. Thank you. More generally, I'd like to thank the statutory auditors for having accompanied us through this whole period, which results from many exchanges between our teams, and I'd like to thank you for that.

Before proceeding to the vote on the resolutions, I'd like to inform the meeting that we have not received any written questions prior to the meeting. And according to normal practice, I'd like to invite the shareholders present in the room who would like to ask us to ask us questions, and there are microphones that will be available to you to ask any questions you may have. You have the floor. Yes, sir.

Mr. Chair Patrick [indiscernible], shareholder for one year only. I realize I have the same initials as you. It's okay. We can survive it. Welcome to the club. Given the extensive activities in health, mobility, industry and equipment, electronics as well. I didn't see the semiconductor materials that are in your panel of activities. But having activities in 136 countries, is it hard to manage. There aren't many groups in the [ CAC 40 ] that have that bigger geographical coverage. Is that not hard for the group to handle that many countries when we look at the ratios like EUR 25 million per country. Just one question I had. The second question having to do with long-term share ownership that we're going to be voting for the General Director. 65% of the shares our profitability related. I don't understand if the criteria were based on the figures of 2025, which are bad, so it would be pretty easy to respect. And or if it's on the average of the other groups in the area in materials, in which case, it wouldn't be hard to fulfill that. So could you enlighten us about that? And third point, which is a comment, why not hold the general assembly in the new headquarters in the [indiscernible] Park next year. Thanks for your answers.

Thanks for the question. I'll start by the [indiscernible] In terms of semiconductors, Indeed, the group deliveries in semiconductors via a joint venture, a co-enterprise called [indiscernible] Corporation, which produces high-purity silicon, which is used to pure silicon wafers, which we think about that photo cells or semiconductors. So it's a 50-50 partnership with a Norwegian company. And since according to accounting rules, we cannot consolidate that. This joint venture of companies, which are more or less EUR 200 million, I think, EUR 200 million yearly with a very good level of profit around in 2025, it was 630. Globally yes. You're only authorized to consolidate if our share was more than 50%. And for that reason, we do not speak about it in the document you have in front of you about the semiconductor or solar markets because in truth, we don't have the figures in that activity, but it is present, it's very important to us. It's a beautiful company. And that's important to us. Second question, 136 countries. Imerys is present in 38 to 40 companies as production sites, so much less than the 136. That includes the sales in those 136 countries through. But often, it's just a container that's sold from France for Zimbabwe. It leaves from here, but we don't actually have a presence or activity in 126 countries. Certainly, in the 40, where we have production sites, we do in places such as South Korea, we don't have an industrial location, but we have a very active presence and physical presence with Imerys. I think it's probably not more than 50 countries and sales are in the 140, some 140 in the world in industrial minerals go everywhere and have all applications and they're necessary all around the world. Now in terms of the means of distribution, this has adapted to the actual volume encountered. If you buy -- if somebody buys a container, which will -- we may refuse because they don't have the right organization, it could be just an export system about compensation of the General Director by definition, the General Manager has always paid too much, but if I try to be serious about it, the way in which the compensation is determined is calculated as a function of the performance of the 3 upcoming years on the variable part of pay, right? Which -- and this is measured objectively in terms of objectives. So we try to streamline that, but that's how it works and it's been working very well. In fact, in times are difficult, I can assure you, the pay of General Manager feels that right away. So next year, you'll have the opportunity to observe how it moves over time. And I think that the system is quite well done. In terms of the location of the next assembly, headquarters will be 100 meters away. We're going to see where exactly we do it. I can't give you a bad news to managers today. But we're in the neighborhood, we're going to do for the best. Thank you. Yes, sir?

[indiscernible] Fred, individual shareholder. You announced a strong depreciation of goodwill in the refractory and abrasive activities. And you announced at the beginning of the year the acquisition of in the U.S., which is in that activity. So it seems to be as apparent contradiction. Could you help us understand why we're going to buy a company and why not invest in an activity that's more buoyant, such as one in my country. which is supporting the actual share value.

I start with the end, we're investing a lot between the [ '20 and '25 ], we built 3 in Switzerland, 3 lines in Belgium and a fourth 1 in Belgium. I'd say 15, 25 million, in 60 million altogether. We invested EUR 200 million, and we -- to double our capacity in the 2 main markets, [indiscernible] Carbon Black and synthetic [ graphics ] to work in bacteria. Now if today, as we announced 2 weeks ago, we can have organic growth of 11% by the end of 2026 or 8% to 10% last year is because we invested a year or 2 ago thankfully. Thankfully, that this Board and your shareholders supported the project and invested. I think that we have the capacity to cover at least the next 3 or 4 years, depending on the speed at which we are growing, but at least 3 years, maybe 4, but I think by 2 years kind of the start thinking about the next expansion or extension of capacity. In the 2 sites where we are at full capacity, we basically have to find a new site for production elsewhere, probably in Asia, most bacterias are produced over there anyway. Obviously, to get back to the first question, depreciation. That's really an accounting point in the value in the books of the Imerys in RAC, which has served in the past 5, 10, 20 years ago, accounting value is not proportionate to the value of the activity today. So what has really impacted the activity. It is the highest -- with the highest consumption of energy in the group, especially in electricity and gas. So this business has suffered a great deal from the inflation of the cost of energy in 2023 and even today, which placed us in a competitive disadvantage compared to agent producers typically Chinese, which won a lot of market share in '23 and '24. We asked some protection to the European committee. We are counting on the antidumping legislation with 3 or 4 European producers that was given in July was granted, but in January in the 16th of January '26, the European committee reduced the production. It's less than half of the imports are not protected. They're free. So they eliminated the rate of tariff. So this helped us to understand that those that led this activity in the past, it's going to be difficult, if not impossible, because the presidents of the Chinese and Chinese materials which are cheaper. For that reason, mechanically, the value in the books, it doesn't represent the actual value of the activity today. And that's why we took the action of depreciating that. So the idea is that we're going to do a lot in 2022, 2023. These are a lack of net market share starting in 2024 with a reduction in cost, but it's come back. We've become more competitive. Last year, it was more competitive. We're an organic growth in the third quarter and the fourth quarter in '25 and the first quarter in '26. So today, and I hope with a crisis in the Middle East, it's not going to change much. But today, in terms of the cost of energy and the normal cost of energy in Europe, we can fight against of Chinese competitors. And to add to this, we've made an acquisition in the U.S. because the U.S. is the most dynamic market after all. Dissimilar to the Europe, the tariffs in the U.S. are extremely protective. So there's a very strong pickup in local production ceramics, a steel and aluminum and so forth, which should normally help us specifically in this business, we're expecting a lot of growth, which is going to require refractories and abrasives in U.S. markets. I should be able to -- so we have -- I think we paid a very interesting price for this acquisition. The problem was raised of competitiveness in the industrial base was raised and has been raised for quite some time in Europe. We waited in Europe. We had hoped that the barriers and tariffs but it was basically only partial, and that's why, unfortunately, we had to depreciate things which you observed. The interpreter can't hear the question. We hope in this -- the new player is going to be joining us and we'll be able to close very soon theoretically. Yes, sir? You'll be right after.

Individual shareholder. In your presentation, you spoke about that despite the decrease in the dividend proposed today, your distribution didn't vary that much. So I deduce from that, that if the net consolidated results went down. So when you look at the attribution of the social result, it stands at more than EUR 1 billion, the carryover. Is there not an exception to the rule here having to do with the policy of distribution and the level of distribution compared to the results. Could you put up Slide number -- the one dealing with this particular issue.

Which was it, which number is it?

Just after Mr. [indiscernible], 26 or 25. Let me have a look, sorry to do this exercise.

So you have here the figures, sir. There's no magic in these figures. You can see that the distribution rate we historically stood around 45, 50. We stayed on that. And indeed, we had [ 44 ] [ EUR 0.75 compared to EUR 1.73 ], which you have there. This is also consistent with the pressure on the cash flow that were subject to at the same time. So I think -- I believe that it's a bad performance. I'm not going to explain if you go from [ 0.45 to 0.75 ] is not great. Otherwise, [indiscernible], you maybe with the carryover amount statutory, but in fact, it's a bit more. But our policy is to make sure that in the holding company, we have enough carryover from an accounting point of view to do the dividend that's decided by the shareholders. And you have to decide for the amount of the dividend, which is much relevant to look at the P&L of the year rather than the financial or statutory financial statements. It's the P&L.

Ladies and gentlemen, Olivier, individual shareholder. For the last 3 years, but it's been longer than I've been following the company. e-Metal, which became [indiscernible]. I have 2 questions. The first has to do with the dividend. They might give the impression that it's kind of the same thing that was just asked. But the question is going to be expressed differently. The second question has to do with prospectives. You went over your performance in the first quarter. I'd like to talk about perspective. About the dividend, if I've understood properly in describing the changes of indebtedness of the company. You spoke about the change in debt after payment of the dividend. And obviously, there's a carryover, but there's cash. Could you detail and don't be afraid to get into details. Could you go into the detail in which you finance the payment of the dividend, in particular, when you're using -- you're talking about bad financial performance. The second question about perspective. You talked about the first quarter which is logging an increase of activity of 0.7% on an average. You referred to the contrasted aspect because in March, perhaps you might have noticed, it really was the beginning of a kind of a slowdown. Could you perhaps give us the details the way in which you felt the change in the market as time went by and is week after week, in the second quarter is moving forward. Thank you in advance.

Thank you, Mr. [indiscernible] can you deal with the first part? But the first aspect about funding of the payment of a dividend is not really any allocation of certain resources. I think we can represent look at the slide that talked about the change in our net debt. But ultimately, Imerys is generating an operating cash flow, which makes it possible to cover financial expenditures and to cover the dividend. So factually, when you look at the performance in '25, indeed, we had the increase of EUR 100 million in indebtedness. Clearly, for '26 in terms of perspective, that is an attention point for us. As we indicated, you have to bear in mind that our operating cash flow in 2025 was impacted by our strategic investments in lithium. And today, a minority shareholder, which makes it possible to minimize that point. We also had increasing working capital requirements in '26. And -- so this -- so this led us to believe that the dividend is going to be more contained. The Chairman, and you can see on this slide then before us that fiscal 2025 reflects, obviously, pressure on the accounts that is self-evident the debt, the EBITDA, the net debt with respect to the equity. You see the figures here. I mean, they speak for themselves, the total debt, the total net debt going to [ EUR 400 million ]. So you see the figures. So the fiscal year was difficult indeed, it was, in terms of our accounts, in terms of our leveraging and the cash flow, of course, as well.

And could I add something to -- just Well, in 2026, we won't have the expenditure in 2026 like we had in 2025 for lithium. And we have a financial partner that is fund with the stake of partners will have the monies. So to bring us right up to Q1 of 2020 so that's lesser CapEx for us in this year compared to the previous year. And the other thing is that in terms of our joint venture, we had about EUR 70 million worth of dividend paid to us. That didn't come in 2025 because we had to fund the expansion of capacity in the joint venture. Now that's been completed. It's all paid for in 2026, we should hopefully have a distribution of dividend to Imerys again from that joint venture. So those are the 2 main reasons that would give us hope that the operating performance will look up in 2026 the cash generation cash flow and the debt situation of the company. Regarding the prospects going forward, concerning our business. Well, the first quarter of this year got off to a weak start in January, got better in February. And March was very good, was very strong. So it's counterintuitive in the way, it was the start of the war. But that's what it was. Now April, but we haven't totally closed out for April, but if we're faring pretty well in April. So we see direct clear impact on our cost at -- energy costs, in particular, now that we have to pass on to the market in terms of price increases. And so I'm not too worried about that. We have a business reduction that might be EUR 5 million of revenues less per month. And there's a site in [indiscernible], for example, that we're discontinuing. We're not selling much in the Emirates and Saudi Arabia and so on right now. there's a slowdown, not to say a total stoppage. There's still there would be that downturn in revenues per annum. Now in Europe and Asia and in the U.S., we're holding our own. The markets they are holding their own. But the open question, the open-ended question is this cost increase that becomes a price increase passed on by Imerys is customers to lead to inflation in the market. So for this inflation like that in price on the market, will it slow down the economy in general, I mean, the construction market investment in cars? Is there a risk that interest rates might go up as well? And more generally, political disorders as the Chairman that might have consequences on demand in certain markets. That's obviously [indiscernible].

I'm an individual shareholder for quite a long time. I'd like to talk about lithium mining. We haven't heard much from you about that. I think the French President went down to the site. Yes. But 10 ministers and not the [indiscernible] as well. They were all there says Mr. Kron. So lithium, I have doubt about lithium myself. I mean look at [indiscernible], the Chinese, they brought out a sodium battery with exceptional performance. The sodium costs not much compared to lithium. So I have misgivings about the future of lithium, the advantage of opening a lithium mine. And then you're looking for allies to do the mining. How far is that got? Have you found partners? Now the lithium price globally is about EUR 7,000 to EUR 8,000 per ton metric ton at what price would you be producing the lithium from your mind? Because according to what I've heard, we would be far off those values. Now in the criteria, you mentioned you talked about after 11. Is this -- are these proceedings in the U.S. [indiscernible] is it?

Yes, because the situation was frozen regarding [indiscernible] because this was one of the criteria for the remuneration of the CEO. Are you going -- could you tell us how far you got from that? What's the current status? Thirdly, you missed some of the criteria regarding ESG in the performance of the company. I think companies are here to earn money is respecting ESG criteria, not the opposite. So I mean you're changing the ESG criteria. I think it's just smoke and mirrors because of the results that aren't prudent. Well, I'll talk about the last point you made the criteria, the ESG criteria. If you've been with us for 40 years, you'll know that there were people sometimes at our meetings weren't very happy about the ESG as managed by the company. And you can be in mining in the world if you use responsible means to operate your mines, and that's what we do. So subject to correction by anybody if I'm wrong. I don't think there were any changes in terms of the relative weight of ESG criteria and the remuneration of our corporate officers. That hasn't changed. -- it's still around 15%. It has not changed. My colleagues confirmed that. Then regarding Chapter 11. That's the procedure in the U.S. is the bankruptcy proceedings in the U.S. Chapter 11, you filed under Chapter 11 in the U.S. for bankruptcy. And we're hoping to get out of those proceedings as quickly as possible as best possible. It took 3 years before the court is taken as we're awaiting the answers to be undone by the course. The decisions but it's still underweight hasn't been concluded yet. The [indiscernible] litigation in the U.S. Then Mr. [indiscernible]?

On lithium, technologically speaking. We purchased studies on the market that tell us that this year based technology will remain the basic technology for the upcoming 20 years for several reasons. The first one is that lithium was worked as a technology for battery 25 years ago. And I mean you can do things in the lab, but you've got to go industrial scale with other solutions, and that's not going to happen for years and years. So something we discover today, it won't be operating car straightaway. And the next point is lithium is expensive, sodium is like tablesalt, but it's 4x heavier. 4x, it weighs 4x more. So I mean either you have a battery in your car that's 4x heavier. So the carbon can hardly move or you have 4x less energy, 1/4 of the energy. So we do 100 kilometers instead of 400, you see or your telephone that has a lithium ion battery. It will weigh 4x more. I don't think you're going to walk around with a very heavy-duty telephone in your pocket. So sodium technology exists. It's going to develop all right. They might find a niche market in energy storage moving static batteries connected with homes to do solar power, things like that. That might work. If it's 100 kilos or 400 kilos, it will make a different [indiscernible] than somebody seller to give them power. So there'd be a niche market there maybe that might move to sodium, but cars, trucks, airplanes, mobile phones, mobility, if it's got to move around, it won't work on sodium, just won't work. It won't be efficient for pure chemical reasons. It's the lightest metal that exists. I mean if you look at the legible elements, you'll see that. So guarding the Emily project than in France. It's EUR 8 per kilo that price has been announced. Now you're right, the price lithium went down to 10 or 9 last year. And in December, went up to EUR 20 and now it's EUR 25, EUR 25 per kilo. That's the current price. So if we produce between -- a price between 7% and 8%, we were to productionize now and the prices is at EUR 25 that the selling price will go the fortune. But unfortunately, if it takes 5 years development time, there's a big lead time attached to that project. But for the moment, the current prices, lithium is EUR 25. And this massive piece of investment, if not millions, it's billions we're talking about when it comes to lithium-related projects as the Chairman and as the Chairman, I said, isn't a investment of [indiscernible]. [indiscernible] that will be required there. And if it's positive, with the outcome is positive, we'll have to invest EUR 1.5 billion, so to build the mine, the concentration plant and the conversion plant, the final conversion plan. So Imerys won't do it alone. There's no doubt about that. We wouldn't have the financial wherewithal to do it. So we're looking for allies or partners, as you say. And [indiscernible] is a partner for now but will be -- they won't be the only partner, we'll be looking for other investors and partners to do it with us. And you've seen the net debt of the group right now. We're continuing to invest the money of Imerys and -- but it's getting more complicated, and we do need partners. So naturally speaking, you want to derisk a project like that, and we need financial partners on board with us. I mean we're talking about mining activities and spending EUR 1.5 billion to development project. There's a big gap. You've got to actually do it with others with partners. So okay. Ladies and gentlemen, if that's all the questions I suggest we should move forward in our agenda. I consider that will -- we should now move on to vote on the resolutions, if that's all right with you. And we will give the floor to our dear Secretary, who will explain how we should proceed. If she doesn't mind.

Yes, of course. Thank you, Chair. Before we hold the vote, you've been given a voting box as you enter the room. This box can work only if the smart card is correctly inserted to vote. Just use 1 of the 3 keys that would be active only from the vote is open. So number one, in favor, number 2, against; and number three, abstention. If you make a mistake, you can press 1 of the 3 keys again. And so only the last time you press the key that we will take your decision into account. And we will go through each resolution 1 after the other, and we'll hold the vote for each resolution, we'll declare that the poll is open. And then you will see the timer on the screen. You have 10 seconds to vote. And after the pull is over, I declare that the poll is over and you can't vote after that. You will see a reference saying [indiscernible] on your voting book. That means your voting has been completed, and we've taken account of your vote. And we'll have some [indiscernible] us as you leave the room to take back your voting boxes, if you don't mind. So at this point, we will vote upon the resolutions. By the way, since the Chairman of the quorum is 81.63%. By the way, that's 68,879,113 shares -- 68,879,113 shares. So we have that definitive quorum, so we are duly convened. So Resolution 1 concerns the approval of the accounts the company's management and statutory financial statements for the year ended 31st of December 2025. Please vote now on resolution #1. [Voting]

The poll is now over. And this resolution stands approved, the Chairman. You've noted that we have seasoned shareholders here because last year, we gave 15 seconds for the voting process. This year, it's only 10. We know you were very efficient that day. Yes. Resolution number two, concerning the consolidated financial statements for the year ended 31st of December 2025. The vote is now open. [Voting]

This resolution stands approved. Resolution #3, the appropriation of profit and setting the dividend with respect to the financial year ended 31st of December 2025. Please vote now. [Voting]

The poll is now over. This motion down approved. Resolution #4, the statutory auditor special report governed by Article [ L225240 ] of the French Commercial Code on related party agreements. The poll is now open. [Voting]

The poll is now over. This motion stands approved. Resolution #6, approval of the compensation policy applicable to the Chief Executive Officer. Please vote now. [Voting]

This motion is approved. Resolution #7, the approval of the compensation policy for 2026 applicable to members of the Board of Directors. The vote is now open. [Voting]

This motion stands approved. Resolution #8 is approval of the compensation of corporate officers for 2025 fiscal year. Please vote now. [Voting]

The poll is now over. This motion is approved. Resolution #9, the remuneration for 2025 of the Chairman of the Board of Directors, Patrick Kron. Please vote now. [Voting]

This resolution is approved. Resolution #10 on the remuneration for 2025 of the CEO, Alessandro Dazza. The poll is now open. [Voting]

The resolution is carried. Resolution 11 on the reappointment of Stéphanie Besnier as a director. The vote is open. [Voting]

Resolution is carried. Resolution 12, on the reappointment of Veronique [indiscernible] so as a Director. The vote is open. [Voting]

The resolution is carried. Resolution 13 on the reappointment of Veronique -- I'm sorry, a coaptation of Johannes [indiscernible] as a Director. [Voting]

Resolution is adopted. Resolution 14 on the appointment of Michael Ogens as a Director. The vote is open. [Voting]

The vote is closed. Resolution adopted. Resolution 16 on the authorization to be granted -- I'm sorry, 15 to the ratification of the relocation of the company's registered office. The vote is open. [Voting]

The vote is closed. Resolution is adopted. Resolution 16 of the authorization to be granted to the Board of Directors to enable the company to buy back its own treasury shares. The vote is open. [Voting]

The vote is carried. Resolution 17 on powers to carry out formalities. The vote is open. [Voting]

Resolution is carried. Thank you.

Thank you, Emmanuel. Ladies and gentlemen, shareholders, we have finished our general assembly. It's almost 16:45. All of the resolutions have been approved and we will be publishing as soon as possible the results of this, which will be available online on the side of the company. We have finished the agenda, and we now declare the session closed. It's almost 16:45, and refreshments are available upstairs for the shareholders. Thank you once again for your participation and your interest.