Pluxee N.V. (RV1.SG) Earnings Call Transcript & Summary

Good afternoon, everyone. On behalf of the Board and the management team, I am delighted to welcome you to our annual meeting. I would like to warmly thank our shareholders for joining us today. I am Didier Michaud-Daniel, Executive Chair of the Board of Pluxee and I am very pleased to officially open Pluxee's second shareholders' general meeting. I'm here today with Aurelien Sonet, Pluxee's Chief Executive Officer; Stephane Lhopiteau, Chief Financial Officer; and Béatrice Bihr, Chief Legal Officer and Group General Counsel, who will serve as Secretary of the General Meeting. We are also joined by Mr. Feico van der Ploeg, representing Pluxee's external auditor, PricewaterhouseCoopers accountants, who will comment on the results of the financial statement audit. Before giving the floor to Béatrice Bihr, I would like to highlight some key takeaways from the past fiscal year. Fiscal '25 was a milestone year for Pluxee marked by meaningful advancement in the execution of our strategic road map. In just a few minutes, Aurelien Sonet will walk you through these achievements in more detail. For now, I want to recognize his tremendous contributions. He drove the execution of our strategy and guided our teams to achieve solid results, all while navigating a complex political, economic and regulatory environment. Throughout the year, Pluxee continued to see the opportunities across the high potential employee benefit and engagement market. Demand for our solutions continued to be robust underscoring the resilience of our business model and the relevance of the solutions we provide. Pluxee strengthened its global leadership supported by its continuously enhanced digital offering. It also expanded in key markets, announcing strategic acquisition in Europe, Latin America and Asia. All these achievements have been made possible by our more than 5,600 employees around the world. I'd like to thank them for their ongoing enthusiasm, talent and dedication. Moving forward, they are fully prepared to further strengthen our leadership all while successfully navigating the challenges before us. I'd also like to thank our Board of Directors for their oncoming ongoing commitment and contribution. With the continued support of our controlling shareholder Bellon S.A, we will continue to consolidate our position as a leader in employee benefits and engagement sector. We will keep delivering a tangible positive impact for businesses, public institution and beneficiaries worldwide. I will now hand over to Béatrice Bihr to share the agenda for today's session. Béatrice?

Thank you, Mr. Chairman. I'm pleased to act today as Secretary of this general meeting. To start, I can confirm that the quorum of 1/3 of the issued and outstanding share capital has been duly met. Therefore, the general meeting can validly deliberate on the resolutions on today's agenda. The general meeting is recorded, and a replay of today's webcast will be available on our website. Now let's move to the topics of speakers for today's meeting on the next slide. Aurelien Sonet will open the session by presenting the highlights of fiscal 2025 and delivering a strategic vision. Stephane Lhopiteau, our CFO, will then provide a detailed overview of the group's financial performance and will present Pluxee's financial objectives for the coming fiscal year. Following this presentation, Pluxee external auditor PricewaterhouseCoopers represented by Feico van der Ploeg will then present the external audit report. Then Didier Michaud-Daniel will return to share a few words on the functioning of our Board and our commitment to achieving excellence in corporate governance. I finally will say a few words on remuneration and present this year resolutions, followed by a question-and-answer session and the vote on the resolutions. As a reminder, only shareholders attending in person or by proxy can vote during the general meeting. You can see on the next slide, the list of these resolutions. As part of their presentation, Aurelien and Stephane will address Item 2A, report of the Board for fiscal year 2025, and Item 2C, annual accounts. They will also cover items 3A and 3B presentation of our dividend policy and adoption of the dividend proposal. Please note that items 2A and 3A are not subject to vote. I will then cover the remaining items on the slide. And now it's my pleasure to give the floor to Aurelien Sonet, who will take us to the group fiscal 2025 highlights.

Thank you, Béatrice, and good afternoon, everyone. It's a pleasure to be with you today for Pluxee's second Annual General Meeting. I will start by outlining the key achievements and figures delivered in fiscal 2025, which has been another strong year for the group. After this overview, Stephane Lhopiteau, our CFO, will take you through our financial performance in more detail and review our objectives for the coming year. Let's begin with the main milestone from fiscal 2025. It was a pivotal year for Pluxee. We step up the execution of our strategic road map, both organically and through targeted M&A and delivered above expectations across all key metrics. Throughout the year, we announced our global employee benefits and engagement offering and more broadly, our value proposition to our 3 stakeholders, driving business volumes up to EUR 24 billion for the fiscal year. M&A played a decisive role reinforcing our presence in key markets, broadening our offering and integrating innovative technologies. It was a busy year during which we deepened our partnership with Santander in Brazil. We integrated Cobee and rolled it out in Spain, Mexico and Portugal and completed 6 additional bolt-on acquisitions such as Skipr, an employee mobility specialist present in Belgium and France. Overall, we were very pleased to announce that the group met and in some areas even exceeded all its main business and financial objectives. This strong performance demonstrates the relevance of Pluxee's value proposition and the effectiveness of the group's strategy. I am very proud of these results, which reflects the relentless commitment of our teams around the world. Now let's look at the key highlights of the year in a nutshell. First, we continue to see strong momentum in new client acquisition with a growing contribution from SMEs year-on-year. Second, despite weaker portfolio growth, reflecting current macro uncertainties, we maintain net retention rate of 100% in line with our midterm objective. And lastly, our recent M&A transactions, a core pillar of our growth model are already delivering positive revenue contributions. This translated into, first, a solid top line organic growth, supported by continued strong momentum in Employee Benefits. Second, robust margin expansion primarily fueled this year by operating improvements, underscoring the operating leverage of our model and the headroom for further margin gains, and third, an outstanding cash generation and conversion. Let's now take a look at our fiscal 2025 performance against our objectives. As just mentioned, we delivered across our 3 key financial objectives in fiscal 2025. We recorded a plus 10.6% organic growth in total revenues, fully consistent with our low-double-digit objective. We achieved a significant expansion of 230 basis points in recurring EBITDA margin compared to plus 150 basis points previously. This demonstrates both the operating leverage of our platform and our ability to drive efficiencies. And finally, we delivered 89% recurring cash conversion, well above our target of above 75% on average for fiscal 2024 to 2026. All these strong results have enabled us to revisit our shareholder return for fiscal 2025. Indeed, consistent with our disciplined approach to capital allocation and our commitment to revisit regularly our framework, we have decided with the support of the Board to further enhance shareholder return for fiscal 2025 through a combined approach, including, first, a dividend of EUR 0.38 per share, up plus 9% compared to fiscal 2024, representing a total dividend distribution of approximately EUR 55 million, subject to shareholder approval today. And second, a EUR 100 million share buyback program, leveraging our record cash flow generation and significant increase in our net cash position. Now before jumping back on the commercial performance delivered by the group, I just would like to remind you the key pillars of our strategic road map. You may be familiar with this slide, which is a recap of our strategic framework that we presented at our Capital Markets Day in January 2024. As a pure player, the group strategy is twofold, reinforce our leadership in Midland food benefits and augment our wider employee benefits and engagement offer. This strategy is enabled by our digitally skilled, diverse and highly engaged talent, our best-in-class scalable tech and data platform and a target and disciplined M&A strategy. All of this is underpinned by our strong sustainability commitment and our overall goal to have a positive impact on our ecosystem. Before presenting how we have successfully delivered on our strategic initiatives, I would like to remind you how Pluxee creates value for each of its key stakeholders. Pluxee's tech-enabled one platform ecosystem connects together a large number of clients, consumers and merchants, processing more than 4 million transactions every day. Our relentless focus on delivering value to every stakeholder drives the group's sustainable long-term profitable growth. Starting with our strong client base, let me share the example of our long-standing relationship with Skoda in the Czech Republic. Since the beginning of the contract in 2019, in response to Skoda's employee retention challenges, we have progressively implemented a broader benefit structure to address their evolving employee needs, while also advising the company on an attractive annual contribution per employee. As a result, we have multiplied annual business volumes by more than 40x over the past 6 years. And today, over 37,000 active users benefit from our tailored multi-benefit solution. Through our B2B2C model, we are also strongly committed to delivering value to our 37 million consumers. The acquisition and seamless integration of Cobee demonstrates our proven ability to offer flexible personalized choices and elevate the employee experience. And I'll come back to this later in the presentation. And finally, we are constantly enhancing the value we offer to our 1.7 million affiliated merchant, especially through targeted cross-sell initiatives. In Colombia, for instance, we have deployed local advertising campaigns to our merchants, enabling them to raise visibility, attract more customers and grow their sales, while supporting local shops growth, it also reinforces our local ecosystem. Let's now see how it translated into strong commercial performance in fiscal 2025. Pluxee has maintained a strong business momentum through fiscal 2025, even amid persistent macroeconomic headwinds in certain countries. Starting with new client development. We have once again outperformed our objective, generating EUR 1.5 billion in annualized PVI from new clients in fiscal 2025, well above our EUR 1.3 billion annual target. Our net client retention rate also remained consistently at 100%. This was achieved through a combination of improved client loyalty, further increase in face value and steady cross-selling while absorbing end user portfolio evolution. Looking more closely at the face value driver, which supports net retention, it contributed an incremental EUR 1.1 billion in business volumes issued over the fiscal year. So this means that we have already reached 80% of our EUR 3 billion target over 3 years. And on this specific topic, we are quite confident for the years ahead given the recent announcements in terms of increases in face value legal cap in several countries. Now that we have discussed business performance, let's move on to our M&A strategy and how we've been progressing with recent integrations. Since the spinoff, we have completed 8 transactions comprising of 1 strategic partnership and 7 bolt-on acquisitions, including the most recent one signed in early fiscal 2026. We have been and will remain guided by a clear strategic framework centered on 3 key priorities: expand business volumes to consolidate the group's market share, broaden our offering and product portfolio to deliver more value to both employers and employees and enrich our technology capabilities to accelerate innovation, scalability and end user engagement. Step by step, we are strengthening our track record in sourcing and acquiring targets while demonstrating our ability to successfully integrate them and generate growth synergies. Looking ahead, our M&A pipeline remains strong and diversified, spanning multiple geography and deal sizes, consistent with our global strategic road map and our solid balance sheet. Let's now take a closer look at how we are integrating these acquisitions and the tangible impact that they are already having on our strategic positioning and our performance. These recent partnerships and acquisitions are progressively delivering incremental value, including through initial synergies. In Brazil, our exclusive distribution agreement with Santander is now fully activated and gaining strong traction. Concretely, monthly volumes generated through the bank's distribution network have doubled year-on-year, underscoring the effectiveness of this partnership. Still in Brazil, the acquisition of Beneficio Fácil has allowed us to internalize the employee mobility benefits, further enhancing our multi-benefit offering. New client wins, notably through Santander, are already supporting commercial traction. Lastly, the successful integration of Cobee has propelled Pluxee to the #1 position -- market position in Spain. It is built on our best-in-class multi-benefit platform and our proven ability to engage employees through a fully digital, intuitive and flexible experience. The results are tangible, employees' opt-in rates have increased by 50% on the clients that we migrated, demonstrating both the appeal of Cobee's model and the success of our integration. I'd like to briefly touch on our sustainability road map, which is fully embedded in our strategy. This road map is built around 4 core values, each supported by clear and measurable targets. First, Pluxee act as a trusted partner with 98.7% of our employees being trained in responsible business conduct. Second, we empower individuals while promoting diversity with 40.6% of women currently holding a leadership position. Third, we strengthened local communities with EUR 7 billion in business volumes, reimbursed to small and midsize merchants. And finally, we reduced our environmental impact with a current 23% reduction in carbon emissions compared to our 2017 baseline. Before I hand over to Stephan, a few concluding words, fiscal 2025 was another very strong year. and we are entering fiscal 2026 on solid foundations. However, the regulatory change in one of our key markets, Brazil, has forced us to revise our financial outlook for fiscal 2026. During his presentation, Stephane will remind us of the projected impact. While the evolution may require us to rebase our financial, the resilience of our business, together with our proven expertise and our agility in adapting to evolving regulatory frameworks, enable us to maintain positive prospects, both at the top line and the profitability level, even under the most conservative scenario. By focusing on the execution of our value creation road map and mobilizing our engaged teams I am confident that the group will continue to deliver sustainable, long-term profitable growth. With that, I will now hand over to Stephane, who will take you through the financial details.

Thank you, Daniel, and good afternoon, everyone. It is my pleasure to be with you today to present our financial performance for fiscal 2025, starting with the evolution of our business volumes issued on the next slide. The sustained growth in business volume issued or BVI, has been one of the key growth drivers to Pluxee top line growth over fiscal '25. Over the year, Total BVI reached EUR 24.5 billion. It was fueled by Employee Benefits BVI, which reached EUR 18.7 billion, up plus 7.6% or plus 8.5% when excluding the one-off effect related to the purchasing power program in Belgium. Such growth in Employee Benefits BVI was driven as Aurelien already mentioned by, first, strong new client development across both large account and SMEs. Second, the net retention rate maintained around 100%, supported by enhanced client loyalty, further increase in face value and steady cross-selling. And third, the positive contribution from recent M&A transactions through both growth synergies and positive scope effect. However, performance was also affected by persistent macroeconomic headwinds leading to increased pressure on end users' portfolio across an expanding set of markets, notably Continental Europe and Mexico and within sectors like temporary staffing, consulting and manufacturing. On its side, BVI from other products and services remained stable in fiscal '25 at EUR 5.8 billion mainly due to the public benefit segment, reflecting the discontinuation of large programs during the year, primarily in Romania and Chile, the latter being partially renewed from March 2025 onwards. Let's now see how this BVI organic growth fueled our solid revenue organic growth. Total revenues reached EUR 1.287 billion in fiscal '25, up plus 10.6% organically, fully in line with the group's low-double-digit growth target. Fiscal '25 total revenues were made of EUR 1.125 million in operating revenue up plus 12.3% organically and EUR 162 million in float revenue, up plus 12.6% organically. This strong performance in fiscal '25 underlines Pluxee's ability to deliver sustained top line growth in an increasingly challenging and volatile environment. Although revenue trends varied across regions, our diversified geographic footprint supported top line growth in fiscal '25. Two regions delivered strong double-digit organic growth in fiscal '25, namely Latin America and rest of the world, while Continental Europe was tempered by a challenging macroeconomic environment and a high comparable basis. Starting with Europe. Even amidst a tempered growth environment, the group continued to benefit from solid momentum in Southern Europe, particularly in Spain, supported by the Cobee acquisition. In Latin America, Pluxee delivered strong performance led by Brazil with the fully operational Santander partnership and further market penetration while commercial activity remains strong in Hispanic LatAm, notably in Chile with the renewed Junaeb Public Benefit program. In the rest of the world, the group achieved double-digit organic growth, driven by Turkey through increased face value from existing clients and deeper benefit market penetration. As expected, performance in U.K. and U.S. remained below group standard amid ongoing business repositioning. This strong total revenue growth mainly driven by Latin America and Rest of the World has translated into strong margin expansion as shown on the next slide. Recurring EBITDA rose strongly, up plus 22.2% organically to EUR 471 million, up plus 9.4% on a reported basis. Recurring EBITDA margin reached 36.6%, up plus 230 basis points organically and plus 102 basis points, including the currency and scope effect driven by solid operating profitability gains across all 3 regions. This robust performance was primarily supported by the inherent operating leverage embedded in the group's business model. It was further enhanced by the initial positive contribution from certain recently closed acquisition commented by Aurelien. The margin expansion also reflects efficiency gains achieved through first, the strict cost basis monitoring; second, our constant portfolio rationalization efforts; and third, the end of one-off effects related to the spin-off. Altogether, this translated into a plus 235 basis points organic expansion in recurring operating EBITDA margin, I mean here, excluding float revenue. And it was further supported at the recurring EBITDA level by favorable flow-through from still growing float revenue, notably in Latin America and rest of the world. This strong growth in recurring EBITDA fueled solid performance through the income statement, all the way down to adjusted net profit, and it contributed to the strong free cash flow generation as disclosed on the next slide. Adjusted net profit group share reached EUR 221 million, up plus 8.4% year-on-year compared to EUR 203 million in fiscal '24, mainly driven by the strong improvement of recurring EBITDA. I remind you that this metric adjusted net profit group share serves as a basis for our dividend distribution. And we are once again very pleased with our cash flow generation this year. We delivered record recurring free cash flow of EUR 417 million, up plus 10% year-on-year, resulting in a cash conversion rate of 89%, exceeding once again in fiscal '25 or 3-year average target of above 75%. This strong cash generation and high cash conversion clearly demonstrates the group's disciplined execution and sustained operational efficiency and it enhanced our financial flexibility. This strong cash generation indeed strengthened our capital structure and financial profile as of end of fiscal '25. The group's net financial cash position increased by EUR 108 million over the year, up to EUR 1.163 billion of net cash as of year-end. It was mainly driven by the positive inflow from the EUR 417 million of recurring free cash flow, as we have just seen. Main outflows over the fiscal year included primarily EUR 148 million linked to the payments and related impact of the acquisition completed in fiscal '25, notably Cobee in Spain. It was partly offset by the disposal of the nonconsolidated investment . And then these outflows also included 65 million related to dividend distribution to both shareholders and noncontrolling interest, EUR 50 million of other impacts related mainly to the cash out from other income and expenses and from the purchase of treasury shares and EUR 47 million of unfavorable currency effects on cash position, excluding restricted cash. This very solid net cash position is also reflected in our BBB+ rating that was just confirmed by the recent S&P credit update. This strong Pluxee's net cash position allows us to actively deploy our capital allocation strategy, which I will review on the next page. Over fiscal 2025, we have pursued the deployment of our capital allocation strategy focused on our 3 core pillars: investing for future organic growth through CapEx, acquiring targeted and value-accretive business through M&A and returning capital to shareholders. First, we maintained our investment policy in CapEx to support sustainable organic growth. Although this year's CapEx to revenue ratio was temporarily slightly lower, our investment focus remains strong, particularly in technology and data. Second, we continued to deploy our targeted and disciplined M&A strategy. As Aurelien highlighted earlier, all our recent acquisitions have fully met expectation, clearly evidenced by their progressive positive contribution to growth once integrated. And lastly, we remain fully committed to returning value to our shareholders. The initial step in our shareholder return policy is the dividend. The shift last year for fiscal '24 to adjusted net profit as the basis for dividend payout sent a clear and confident signal to our shareholders. Accordingly, we are proposing this year for fiscal '25 to increase the dividend from EUR 0.35 to EUR 0.38 per share, representing a plus 9% uplift. In addition, we have launched a EUR 100 million share buyback program. This is a testament to our focus to shareholder return and to our confidence in the group's future performance. And I will now conclude this section by reminding you of our financial objectives for fiscal '26. Back in January 2024, we set ambitious medium-term financial objective. And over the first 2 years of the plan, we can clearly say that we delivered and even outperformed those targets. Now the macroeconomic environment in which we operate and more recently, the regulatory framework in Brazil have been changing. As Aurelien mentioned, the presidential decree, which is reforming the PAT program in Brazil, is introducing evolution to the merchant discount rate, the reimbursement deadlines and the voucher processing system. Although significant uncertainties remain about the reform scope, operational feasibility and time frame we have decided to revise our fiscal '26 financial objectives on the most conservative scenario in Brazil. Our debt reflects worst-case assumption including the full implementation of the reform according to the announced time table, meaning starting to be applied from mid-February 2026. And this update incorporates a set of mitigation action that we will deploy depending on the measures ultimately applied. Consequently we now expect for fiscal '26 stable total revenues like-for-like to be compared with high-single-digit organic growth announced previously, slight organic expansion in recurring EBITDA margin to be compared to plus 100 basis point margin expansion initially and around 80% average recurring cash conversion rate over fiscal '24 to '26. Beyond fiscal '26 and provided the announced measures and timing are confirmed, our financial will still be impacted in the first half of fiscal '27. But from the second half of fiscal '27, we expect to be back on a sustainable and profitable growth path. In conclusion, I would like to reaffirm our confidence in the future, grounded in our strong performance track record and the solid foundations we have continued to build on. Looking ahead, we remain committed to reinforcing Pluxee organically and through M&A to deliver long-term profitable growth. And with that, I will now hand over to Feico van der Ploeg for the auditors report.

Thank you, Stephane. Good afternoon, everybody. My name is Feico Van Der Ploeg. I'm the auditor on behalf of PwC in the Netherlands, and I'm happy to comment on our audit. As you can see in Section 4.3 of the annual report, we have issued a long-form audit opinion, which is unqualified as to the nature. Included in that long-form audit opinion, we have described explicitly our materiality, the scope of our audit and the key audit matters. And I would like to go into a little bit more detail on these topics. But before doing that, maybe a short comment on the setup of the Pluxee audit. As you know, Pluxee N.V. is a Dutch entity, but headquartered in France. That means that we have a combined group engagement team, combined meaning PwC France and PwC, Netherlands included and we do that in good cooperation and in good communication. We are both represented in every audit committee that is taking place. The ultimate responsibility lies with PwC in the Netherlands. And as you might know, this is our second year of auditor. If I go to materiality, the materiality determines the depth and the scope of our audit work. We base that on what we consider relevant for the users of the financial statements. And on our professional judgment, we -- that we use -- the materiality is determined at EUR 16 million, which means a percentage of recurring operating profit before tax. What we've agreed with the Audit Committee and with management is that we report all unadjusted items over EUR 1.6 million to them. And we use a lower materiality on certain specific items, like, for example, the Board remuneration where we use a materiality of EUR 1. That should be a point blank. The scope of the audit is for this year that we ordered Pluxee N.V. in 12 locations, a full-scope audit, all audited by PwC. With that, we reached a coverage of 73% of revenues, 81% of the assets and 74% of profit before tax. For the remaining countries, we perform alternative procedures and we, as group auditors, are actively involved in the local audits. That means we send instructions to our colleagues in those countries. We have regular meetings with them. We review the working papers of the work that has been done. And this year, we visited Brazil and Turkey as part of the group audit procedures. Now heading over to the key audit matters. Key audit matters are those matters that we consider in our professional judgment, were of the most significance in our audit. They are explicitly mentioned in the audit opinion. And like last year, we have 3 key audit matters. The first one is the measurement of the recoverable amount of goodwill and I refer to the disclosures in Note 7.1 goodwill and Note 7.3, impairment of noncurrent assets. And we consider this to be a key audit matter, driven by the amount. It's a big amount of approximately EUR 800 million and because there is inherent uncertainty of certain inputs used in determining the valuation of the goodwill like achieving forecasted results, but also growth rates that are being used. In terms of audit procedures, they include obtaining and understanding and a critical review of the method applied and whether that is consistent with IFRS, IAS 36. We verify mathematical accuracy. We assess the assumptions underlying the projected cash flows through inquiry of group management, and we assess the budget process. We look at the reasonableness of the discount rates that are being applied, and we do that with the help of our valuation experts and also important, we assess the sensitivity analysis of values and use to changes in the main assumptions. So what assumptions are being used, and we stress test these assumptions there. Last but not least, we look at the adequacy of the disclosures in the financial statements, and we have -- we concur with how the goodwill is presented at value. There are no material findings from our perspective. The second key order matter relates to revenue recognition. For that one, I refer to Note 5.1 in the segment information and revenues information. Pluxee operates in different countries with different regulations regarding employee benefits. This, together with the risk of overstating revenues in the first years of a stand-alone company resulted in a focus of especially existence and occurrence of revenue, and we recognize that as a key audit matter. We evaluated the design and implementation of relevant controls relating to revenue. We assessed through sample testing where the revenue was adequately recognized in line with IFRS 15 for consumer and merchant commissions based on underlying documentations such as contracts, transaction data and payments. We obtained confirmations of a sample of clients and merchants and we assess the adequacy of the cutoff of revenues. So have they been properly recorded in fiscal '25. With respect to the flow revenue, we tested on a sample basis whether the revenue has been recognized in line with IFRS 9, also based on underlying documentation. And we looked at the appropriateness of the disclosures. Based on the procedures performed, we found the revenue recognition to be supported by sufficient order evidence and the disclosures to be adequate. The last key order matter relates to the presentation of recurring operating profit in the consolidated income statement. Pluxee makes a distinction between recurring operating profit and operating profit in the consolidated income statement. It's further disclosed in Note 5 segment information. The key audit matter is driven by the fact that this intermediate aggregate that is included is additional to what IFRS prescribes, and it is not common in the Dutch financial reporting environment. It requires judgment to be applied and the elements presented as other income and expenses, and that's why I think we've included as a key order matter. The procedures performed include the evaluation and design of implementation of controls relating to the classification of other income and expenses. We tested on a sample basis, the adequacy of the recognition of these costs and income, and we assessed the consistency of the presentation and classification compared to previous years, the listing prospectus that was issued early 2024 and what competitors do in terms of presenting in the income statement. Based on these procedures performed, we found the presentation of recurring operating profit to be supported by sufficient order evidence that we concur with how it is presented and disclosed. Maybe a word on what we've done with respect to fraud risk. I refer to Section 6, the risk and risk management section in the annual report of Pluxee. We evaluated the design of related internal controls including the code of conduct, whistleblower procedures and incident registration, and we tested the operating effectiveness where applicable. In our audit, we identified ourselves 2 specific fraud risks that are being addressed in our audit. They are both driven by auditing standards and prescribed by them. The first one is the management override of controls. So management is in a position of overriding internal control. And the procedures that we perform is that we focus on testing specific journal entries based on risk criteria. We look at important estimates that management makes and how they are supported by documentation, and we look at significant transaction outside the normal course of the business. So for example, the acquisitions that took place. The second fraud risk that we include in our order procedures relates to the risk of fraud and revenue recognition, I just elaborated on them in the key audit matter. Our audit procedures did not lead to any indications or suspicions of fraud. Two last subjects from my side, the auditor independents. We actively monitor the independence of the auditors involved in the audit. We do that in close cooperation with the company and with the Audit Committee and we both need to approve the non-audit services. So we, as group auditors and also the Audit Committee. We periodically report the non-audit services to the Audit Committee and then they approve as well and we can confirm our independence as auditor of Pluxee, we have complied with the auditor independence regulations. Then last but not least, on sustainability. As you might have seen, we have issued a limited assurance report on 22 sustainability indicators, an increase compared to the 9 of last year. Pluxee is not yet in scope for the CSRD. The CSRD has not been transposed into Dutch law, so there's no requirement yet. But with these 22 indicators, Pluxee is well underway with respect to getting CSRD reporting in place. That concludes.

Thank you, Feico. Just -- stay just a few minutes. If anyone has a question to Feico on his report. Please note that the other question will be taken during the Q&A session at the end of the presentation. If there is no further question, and thank you, Feico. And Didier will now return to the stage to share a few words about our governance.

So on the governance to support Pluxee on this journey, we have continued to strengthen its corporate governance framework consistently striving to meet best practice standards. Today, I'd like to walk you through several key topics. The composition of the Board and its committees, its competencies and activity highlight as well as the key takeaways from its first internal annual evaluation. In process of Pluxee's long-term value creation, the Board comprise 4 non-executive directors affiliated with Bellon S.A., balanced by 5 independent nonexecutive directors. Collectively, they provide a broad mix of perspectives and expertise. As of today, women represent 40% of the board members, reflecting the group's commitment to the diversity, equity and inclusion policy adopted by the Board. The Board is firmly committed to promoting gender diversity across proxy and has set goals to increase the representation of women particularly in management leadership positions and digital roles. On the next slide, I'll share more about the skill set of the board members. Back in '24, as we established our governance framework and prepare for our listing on Euronext Paris, our priority was to build the balanced Board of leaders whose insight and capabilities would drive Pluxee's success. Today, our Board of Directors bring together a brand range of expertise across key areas. Each member combines significant international experience with a proven track record in general management, finance and M&A, skills that are essential to a global publicly listed company. In addition, they have a strong grounding in sustainability and governance, reflecting our commitment to ethical and responsible business practices. Pluxee's board members also offer deep knowledge in areas central to our business, including technology, digital and data management, payments, marketing and sales. They also bring extensive expertise in entrepreneurship, human resources and cybersecurity. Their insights have been instrumental to driving our business forward. Over the past fiscal year, the Board met 6 times and notably reviewed progress against Pluxee's 3-year strategic plan. This covered the group's financial trajectory included by geographies, key business, product and technology initiatives as well as its structure outlook. The Board also works closely with management to review and assess strategic objectives and action plans. Regarding the structure, the Board has 2 permanent committees: the Audit Committee and the Nomination and Remuneration Committee. I'll share more about them on the next slide. Each committee is composed of 5 directors. In fiscal '25, the Audit Committee and the Nomination and Remuneration Committee, both achieved 100% attendance, a clear sign of their commitment. Across both committees, their work covered a variety of strategic topics which you can read more about in our annual report. In fiscal '25, the Audit Committee fulfilled its usual responsibilities, reviewing financial statement, audit reports and related communication. But also addressed other topics such as CSR updates. The Nomination and Remuneration Committee also strengthened its focus on people. It amended its charter to highlight talent and leadership development as key to Pluxee's long-term success. In addition, 2 traditional matters like appointments, succession planning and remuneration, it reviewed investors' expectations regarding disclosure and remuneration, employee engagement, survey and people review. As the Board began its functions, in January '24, fiscal '25 was our first opportunity to review its achievements and conduct its first internal annual evaluation, ensuring we have robust and effective governance. The Board appointed the Lead Director and Chair of the Nomination and Remuneration Committee to oversee the process. The evaluation examined the Board and its committee's overall functioning and dynamics. In February '25, the nonexecutive directors met to review the conclusions of the evaluation. I am pleased to share that the results were very positive. Especially as Pluxee's governance have only been in place for 1 year. Directors unanimously agreed at the Board and its committee's composition, functioning and dynamics were highly satisfactory. All directors confirm that the independent directors are fulfilling their role effectively. It was a productive year for the Board, and I'd like to thank all its members, their engagement, and their enthusiasm are a tremendous asset for Pluxee. Now I will hand over to Béatrice Bihr for an update on the remuneration report. Béatrice?

Thank you, Mr. Chairman. Let me first remind you that the remuneration report was prepared in accordance with Dutch law and can be found in the Section 2.5 of our annual report. The report sets out the main element of Pluxee remuneration policy and its implementation during fiscal 2025. It shows that the compensation paid to the nonexecutive directors and to the Executive Chair in fiscal '25, complied with Pluxee's remuneration policy. No changes to the remuneration policy are being proposed at this general meeting. The group will continue to benchmark compensation trends in its markets to ensure its remuneration policy remains competitive and aligned with market practices. Following a recommendation by the nomination and remuneration policy, the Board of Directors has updated the remuneration section to include the performance level achieved against each criterion, more detailed vesting scales and explanation on how financial and nonfinancial objectives were met. And also a prospective disclosure of the criteria supporting variable remuneration for fiscal 2026. The remuneration section for fiscal 2025 will be submitted to an advisory vote today. Let's start with the remuneration of nonexecutive directors. The remuneration is aligned with their role, time commitment and responsibilities on the Board and its committees. Nonexecutive directors shall receive an annual fixed remuneration consisting of based returner fee, an additional retainer fee for the Lead Director in respect of its specific role and additional fees for committee membership and for acting as Committee Chairperson. Nonexecutive directors are also eligible to receive a separate attendance fee for each Board and committee meeting they attend. Accordingly, a total of EUR 731,000 was paid to nonexecutive directors for fiscal 2025. Moving to the next slide. We will share more about the Executive Chair remuneration. His remuneration for fiscal 2025 includes a fixed remuneration in line with the skills, experience and scope of responsibilities. Accordingly, the Executive Chair was paid EUR 430,000 for fiscal 2025. It also includes a variable remuneration, based 70% on financial objective and 30% of nonfinancial objectives. These objectives reflected the group business priority for fiscal 2025, and were set and evaluated by the Board following the Nomination and Remuneration Committee's recommendation. Accordingly, for the valuable, the Executive Chair was paid EUR 124,066 representing a 115% attainment rate of its annual objectives. The Chief Executive Officer's remuneration set by the Executive Chair in coordination with the Board is not part of the remuneration policy. In accordance with Dutch law, it is therefore not subject to a vote. However, we have disclosed it on a voluntary basis in the annual report, including information on its structure, performance assessment and historical evolution. Looking at the next resolutions. Item 3A and 3B on the dividend policy and dividend proposal were previously presented by our CFO. Items 4A and 4B proposed at the general meeting discharged from liability, the Executive Chair and the nonexecutive directors. This discharge concerned the performance of their duty during the fiscal year 2025. Item 5A concerns the renewal of the authorization of the Board for 18 months to issue ordinary shares and to grant rights to acquire shares up to a maximum of 10% of the company's issued ordinary shares. In connection with the use of the authorization under 5A, Item 5B concerns the renewal of the authorization of the Board for 18 months to restrict or exclude the preemptive rights of shareholders. Item 6 covered the renewal of the authorization of the Board for 18 months to repurchase ordinary shares up to 10% of the company's share capital. Item 7 concerns the renewal of the authorization of the Board for 18 months to cancel shares in the company's share capital from time to time. Finally, for Item 8, it is proposed to reappoint PricewaterhouseCoopers as the company's external auditor for the fiscal year 2026. The company's audit committee recommended the appointment and the Board concurred with this recommendation. For more details on all these resolutions, please refer to the explanatory notes to the agenda and the notice published on our website on November 5. Before the vote, we will proceed with a Q&A session.

Thank you, Béatrice. We have not received any pre-submitted questions within the required time frame. However, are there any shareholders in the room who would like to ask questions? So it seems there are no shareholders and no questions in consequence. So we will move to the vote for the resolution set out in the agenda of the general meeting. So I give the floor back to the Secretary of the General Meeting, Béatrice.

Thank you, Mr. Chairman. I will now explain the voting process. First, a reminder that the record date for the general meeting was November 19, 2025. As of that date, the total number of issued and outstanding ordinary and special voting shares excluding treasury shares, was 208,066,045 shares. The definitive quorum for this general meeting is 92.12% of the issued and outstanding shares. More than 1/3 of the issued and outstanding share capital is represented, and all voting items on the agenda can be adopted by a simple majority of votes. Shareholders attending in person can vote using the voting device received at the registration desk. Resolution will be submitted for a vote one by one. Now let's look at the slide explaining the voting instruction to use the device. To start, make sure your smart card is correctly inserted to ensure the device is working. Then once the vote is open, simply press the button of your choice: one to vote in favor of the resolution; two, to vote against the resolution; and three, to abstain. When you see the received notification on your device, it means the vote has been cast. Should you wish to change your vote, you can simply press the button of your choice within the given time. The voting results will be shown on the following slide and will also be published as part of our voting results at the end of the general meeting. Now I will originally open the vote on the resolutions. Starting with elution 2B. The vote is now open. [Voting]

The advisory vote for this resolution is now closed. Resolution 2B is adopted. The vote on Resolution 2C is now open. [Voting]

Resolution 2C is adopted. The vote on Resolution 3B is now open. [Voting]

The vote is now closed. Resolution 3B is adopted. The vote on Resolution 4A is now open. [Voting]

The vote is now closed. Resolution 4B is adopted. The vote on Resolution 4B is now open. [Voting]

The vote is now closed. Resolution 4B is adopted. The vote on Resolution 5A is now open. [Voting]

The vote is now closed. Resolution 5A is adopted. The vote on Resolution 5B is now open. [Voting]

The vote is now closed. Resolution 5B is adopted. The vote on Resolution 6 is now open. [Voting]

The vote is now closed. Resolution 6 is adopted. The vote on Resolution 7 is now open. [Voting]

The vote is closed. Resolution 7 is adopted. The vote on Resolution 8 is now open. [Voting]

The vote is now closed. Resolution 8 is adopted. Thank you for your participation. We have now finished the vote on the resolutions and I will give the floor back to Mr. Chairman to close the meeting.

Thank you, Béatrice. Thank you very much. So I would like to thank all the shareholders who attended and participated in today's general meeting. So it has been another notable year for Pluxee, during which we have strengthened our position as a leading pure player in employee benefits and engagement. With that, we conclude today's meeting. I wish you all a joyful holiday season and look forward to welcoming you to our Annual General Meeting next year.