Solocal Group S.A. (LOCAL) Earnings Call Transcript & Summary

June 2, 2022

Euronext Paris FR Communication Services shareholder_meeting 137 min

Earnings Call Speaker Segments

Philippe Jean Mellier

executive
#1

Ladies and gentlemen, good afternoon. I'm Philippe Mellier. I'm the Chairman of the Board. And I'm very pleased to be with you, all shareholders and members of the Solocal staff to chair this combined general assembly, General Shareholders' Meeting. It's true that with COVID, it was not easy to meet physically, and it's really nice to see you all now. It's my first shareholders' meeting as a Chairman, because I joined the group on the first of July last year. So it's almost 1 year now. I want to thank you all for attending this event, which is very important for the company life, because it's the opportunity for us to speak with you and to inform you. We are together today to report on the activity of the company throughout the fiscal year that ended on December 31, 2021. And we are also going to ask you to approve the accounts of that year. We also want to ask you to make a decision on the allocation of the financial result for 2021, the ratification of my appointment as an independent director, the appointment of [ Bruno Guillemet ] as an Independent Director. Also, I would like to ask Bruno to stand up so that you can see who you are talking about. The renewal of the term of office of independent administrator for Madame Anne-France Laclide, and you are also going to have to renew a certain number of financial authorizations, which are usually granted to the Board of Directors by the shareholders. Now first, I would like to give you some legal type of information. According to the law, Article 29 of the bylaws of the Solocal Group, I am going to chair this meeting, which is being held following the first convening letter. The convening letter was published at the [indiscernible] on the 16th of May 2022 and to the [indiscernible] on the 16th of May 2022 as well. The quorum has already been reached. And the final quorum will be given to you before we read out the first resolution to be voted on, once all the shares presented or represented will have been counted. So I now declare open the shareholders' meeting, and we are not going to set up the bureau for that meeting. Let's appoint observers. We have 2 present -- 2 shareholders present who have the greatest number of shares, either directly or by proxy and who have accepted that position. We have GoldenTree represented by Pat Dyson, who is physically present in New York and he's Connected to the meeting and following us by webcast; and then [indiscernible] represented by [ Jean-Charles Meriaux ], who is sitting here on my left. And then as secretary for the meeting, we are going to have Anne Cette, who's the Deputy Secretary General of the group, and she is sitting right there with Mr. [indiscernible] at the desk. In the absence of Jeremy Thurbin, who is the auditor of AUDITEX; and Stéphane [indiscernible who is an auditor of Deloitte. They are both absent for personal reasons. But summaries of their reports will be given to you in the form of a video. [ A comment is made of mic ]. They were invited to attend and for personal reasons, they couldn't make it. Of course, you understand that if they had been able to make it, they would be here. Unfortunately, they couldn't. And we have a video with their message, and I'm sure that the team will be able to answer any questions you might have. Of course, it's totally legal because we would not do it if it was not. All the documents are available on the website of the company and also in the single registration document. [indiscernible] are also present in the room and will take notes of that meeting. I also want to indicate that nonshareholder persons are also present in the room, and I have to indicate that the company has not received any additional draft resolutions or miscellaneous items on the agenda before the meeting. I have all documents available for you. Although legal documents were sent to all shareholders who requested them, and they were also available at the headquarter of the company and are still accessible online on the website. The agenda is the one that is -- that appears on the convening letter. And if you agree, I will not read out all the reports or the text -- the complete text of the resolutions presented to the -- to be voted on, but you can find those text on the website. And I would like to tell you a few words about the agenda now. I will tell you a few words, and then we will be with Hervé Milcent, who is the Managing Director of -- the CEO of the group, and he will tell you about the highlights of 2021. Then we will hand over the floor to Olivier for the financial results of 2021. We will have the report by the auditors. Then a few words about governance, a few words about the compensation policy, then there will be the traditional Q&A session, which is very much expected, I know. And then at the end, we will vote on the resolutions. And if you allow me, I'd like to tell you a few words following my 11 months of presence with the company. Today, we have a new team on board who have been working together for about a year, Hervé Milcent, the CEO, and myself as Chairman of the Board. And by way of an introduction, I'd like to tell you a few words about the work that we've done together. As you know, this COVID crisis accelerated the evolution in the uses and needs of people after the shock that happened in March 2020, the crisis acted as a booster on the digitization of SMEs. And for us, it's a good thing because our market that of digital -- local digital communication is growing. And this is the result of this crisis. The queries of the web users about local information is booming. There will be time for questions and answers after that, if you can wait. [ The gentleman asked a question without a microphone ]. Solocal remains the French leader in that area, but our group, as you know, has to complete its transformation in order to secure its leadership and to go back to growth. For the past year, we have committed ourselves with the Board of Directors and the management team, that is Hervé Milcent's team, in piloting the transformation of the company. 2021 was a very important year for Solocal. With the Board of Directors, we have defined the main orientations for the future of the company. And these are as follows. We are absolutely back to basics because we want to ensure the stability of the company. And this is exactly what we have worked on. First of all, we want to strengthen the sales force. Having customers is good, but you have to be able to work with them. Having products is good, but you have to have the right products with the right sales force to sell the right products to the right customers. So we want to strengthen the sales force. We are going to reorganize it based on customer acquisition. We have been very successful in the deployment of the subscription mode, which was not as easy as it seemed. We have started a greater -- to implement a greater culture of customer satisfaction. The second thing that we are going to do is to develop our very small companies, small companies and key account Digital Solutions, we are going to ramp up in that area. Then we are going to transform PagesJaunes in the media of reference. We are going to optimize a new search engine that was started in 2021 in order to give better results to the PagesJaunes final users. And we are going to modernize our new PagesJaunes app which was set up in December 2021. I see that Maxime is here. So congratulations, Maxime. You've done a great job. Please download it because it's a very modern up-to-date app. Very, very different from the old one, and I'm sure that all those who use it like it very much. Then we want to continue the industrial dialogue that we started a few years ago. We've had a lot of discussions with the employee representatives in 2021 and among other things. And after a negotiation process, we have set up a new pay plan for sales forces. I know that we have a few representatives outside the building maybe they expect to convey a message. But I don't think that this is in contradiction with what I just said. I think that industrial dialogue is now peaceful and that we have good relationships. They are a good relationship between Hervé Milcent and the management teams and the employee representatives and the staff in general. And then cost control and points of vigilance on the group's IT systems. Because in any restructuring process, you always have to think in the long term and to control costs. You must have understood what I mean with all these pillars on which we want to build the Solocal of the future. I'm not keeping anything hidden from you. We are confident. And with Hervé, we can tell you that we are going to be totally transparent. We still have a lot of challenges to take. Let's face it. In order to put Solocal back on the track of growth. But I think that we have started an outstanding transformation process in the context of pandemic and governance change. We have to be demanding, clear-sited, and we also have to see what has been done already, and Hervé will present everything that we did in 2021. Now 2021 was a transition year, but it was not a break year or gap year. With the arrival of a new team and the stabilization of the revenue, which was unseen before because it had been dropping for 10 years. So 2022 is going to be a consolidation year for Solocal. We will see the deployment of the 3-year strategic plan that was announced in October 2021. And this plan, when it is deployed, is going to enable us to go back to growth right starting in 2023. Hervé Milcent and myself are fully committed to this mission. All employees also are committed on a daily basis to that course. We trust our model. We trust our teams. We trust our offers and our products, and we have total confidence. This is why Hervé and myself have committed ourselves personally by increasing our share of the group's capital, as has been indicated in the press release on May 25, 2022. We believe in the company, so we invest in the company. Of course, we have a lot of clouds and storms behind us. The reasons to trust -- to reasonably trust in the future whenever so many and I think that there are a lot of opportunities ahead of us, especially in the next months and years to come. And I would like to hand over to Hervé now, who is going to tell you what's happened in 2021. And he will also tell you about what is going to happen in the near future.

Herve Milcent

executive
#2

Thank you, Philippe. Good afternoon to all of you. I'm very pleased to be here with you physically because we couldn't meet for 2 years. As Philippe said, I would like to share with you the highlights of 2021. Because for Philippe and for myself, actually, it was our first year. It was a little bit shorter for me because I joined the group in April 2021. It was not a full year, but it has enabled us to come up with a certain number of lessons and of actions. What are the highlights? What have we done? The first thing I'd like to tell you about is what happened in 2019. In 2019, Solocal made a major decision of changing its business model. The business model was based on the renewal of customers and Solocal decided to go to the subscription mode. And it's a decision which I consider was absolutely necessary, but it has led to a certain number of consequences. As Philippe said, this rollout in the subscription model is now complete, and it was completed during the course of 2021. It took us about 2 years, which makes perfect sense to managed to migrate all the PagesJaunes customers from the renewal model into the subscription model. 2 years, and then at the end of 2021, we have 89% of our customers who are in full subscription mode. So we are at the maximum here. Because you will always have key accounts who don't go to subscription. You will always have, and I hope that this is something that we are going to work on, the public sector. The public sector, they don't go to the subscription mode. So 89% is the maximum that we've reached. Now what do you have to see also is that we have a certain number of KPIs which are going into the green. The first is the average ticket. Since I joined the company, I said that I wanted to create value, especially by increasing the flow of business that we do with our customers. This flow of business has increased by 28% in 2021. In average, of course. And I'm sure and I'm confident that this trend is going to continue in 2022. Now the churn. When you start shifting to subscription mode, one of the key elements in your performance is churn, of course. And how many customers do you lose? How many leave you? At the end of 2020 and beginning of 2021, the churn rate was somewhere around 20%. And at the end of 2021 fiscal, we are at 12.8%, which is outstanding. It is outstanding, and I really want to take this opportunity to thank all the people of Solocal who did an incredible work in terms of retention strategy for the customers during that year, especially during the second half of 2021. And then our customer fleet is now stable at 309,000 customers. It's shrunk a little, but the trade-off for that is that we increase the individual customer value. So 309,000 is not something that we should worry about. It's totally what we had in the plan. The third element that I would like to tell you about, Philippe has touched upon it, is this stabilization of the revenue. In 2019, when we started the migration towards subscription mode, we lost 9% in revenue. In 2020, we lost 14%, 14% drop in the revenue. In 2021, the drop was minus 1.1%. So I really dare to imagine and to hope that this is a strong and positive signal in terms of how steady the drop is becoming. And I hope that we might get back to growth. I see that out of the 4 quarters of 2021, 3 were actually growing in terms of revenue. And then also during the course of 2021, which was very difficult, let me tell you this for external reasons that I mentioned in my introduction, it's been very difficult because of the pandemic, it's been very difficult because we were hit -- we had to go to lockdown in April 2021, but there were also internal reasons like a change in governance. And despite all this, the men and women of Solocal worked to control the costs, to continue the operations in order to deliver the commitments that were made at the beginning of 2021 in terms of EBITDA as well as in terms of cash. [indiscernible] As you might expect, things are not all coming up roses. I have to remind you that the consequence of such a profound change in our business model, this massive shift to the subscription-based model has brought along other changes. When you switch to subscription-based sales, then the renewal flow will wane. And we had to support this profound change for our sales force with significant efforts. Because for many years, they had become trained to renew -- to get renewals from our customers, and now they have to convince customers to subscribe. So this is a profound change and we have to support our sales force so that they can continue to work as successfully as they have, which is to win over new customers. And you can't win over customers at top of the head. You have to prepare. You have to train. You have to plan. And so unsurprisingly, we have a lot of ground to cover to reach our targets, and we work very hard to improve our acquisition -- our customer acquisition. The next challenge I'd like to underscore is that customer satisfaction leaves something to be desired, and we intend to tackle this with energy this year for the last 2 years. We've been migrating our customers and rolling them over to commitments for the long term. And from that standpoint, it has to be recognized that we have not always been perfectly clear and perfectly explicit about the situation. And some of our customers as a result feel that we have not been fully transparent with them. Now we're prepared to recognize that we have perhaps been insufficiently transparent, and we're not going to really stress the importance of clarity and transparency. We want our offering, our product lineup, to be as clear as possible in the eyes of our customers. And the third challenge that I want to mention here this afternoon is PagesJaunes, that's 20 million single visits a month. So 4 out of every 10 French people use PagesJaunes. This is not nothing. This is a significant rate of usage. We are #1 in our market in France. Yet in recent years, there has been a shrink in our audience. And this is something we are going to tackle resolutely. There is no reason that we should continue to allow PagesJaunes to be so little used, relatively speaking. So those are our 3 major changes. So in October of last year, as Philippe told you, we implemented a 3-year strategy. And I would like to report on the situation today, how far we've come along on this plan announced in October last. We have set our sights. We've defined action plans. And before we went any further, we had to give Solocal's business model clarity. And it's a complex business model. It is complex because what lies at the heart of the reactor, PagesJaunes, are in fact 2 spheres, 2 universes that you have to manage every day. There's one which is the realm of the French men and women who visit PagesJaunes. That's the B2C realm or universe to people who search PagesJaunes. And in parallel to that, we sell Digital Solutions to business people. And net sphere, we operate on the B2B mode. And those 2 worlds, those 2 spheres, those 2 universes have got to coexist, but they've also got to feed off of each other, which is why we have no choice but to take very good guaranteed of PagesJaunes and also cultivate new products, new offerings. We have to work hard to create new solutions to help our business customers digitize. So we have a 3-step program, which will run -- well, which started last year and which will run through 2024 in 3 stages. And we need to bolster our commercial strategy. This is a critical part of our plan. We have got to get back on track when it comes to energetic canvassing of our customers. We need to go on the offensive. Now 2021/2022 is the first stage, and the operative term here will be trust. Trust, trust, trust on the part of our customers has got to be improved, developed, cultivated, cherished, and we also have to bolster the trust of the users of PagesJaunes, the internet users. And we need to bring those 2 spheres into harmonious coexistence. And when we have finished that phase, we will then move on to the next phase, which will be to become the standard setter for professionals who need a Digital Solution, whether it's to promote their wares or to advertise what they have to offer, to manage their business or even for the purpose of HR. We are convinced that in the future, the business operators of today will have to dematerialize their back-office operations. So with your kind permission, I'm going to give you a few more details about the details of this, it's a -- there are 4 pillars of our go-to-market from the field sales. We will first improve the local coverage. It will be adapted to the commercial potential. So we need to be present on the ground, everywhere that there is a customer and prospective customer potential. The second important thrust of our program is performance management. How can we support and recognize the abilities and the hard work of our sales force? So we're going to -- well, we actually implemented, it's a done thing. We implemented a new pay plan back in January, and we are going to better balance HR and the sales force management to help them improve their quality of their work, improve retention and build loyalty and bolster their skills in general. Now we will not succeed if our sales force is not high powered, and we need to train them and help them to become very, very proficient. It's not easy to sell a Digital Solution when your target audience is business community that is relatively unfamiliar with digital technology. And so we have to train to sell these Digital Solutions. And we have been training our sales force in large numbers, newcomers to Solocal, but also our incumbent sales force. I want them. It is my intention to ensure that they become ever more proficient in selling our solutions. And the last significant aspect of this program is that we have come up with what we call a prospection plan, we have new methods and tools to support the acquisition activity. And our sales force now have lists of prospective customers to canvas. This is a solution that we devised a tool that we put together in a matter of months. And of course, it's perfectable, but it was urgent that we support this transformation and support this commercial program with the right tools, mapping -- customer mapping in the sales force's catchment area. They can now rationalize -- the sales people can now rationalize their canvasing route and see where they need to -- which doors they need to knock on. So this is a mapping tool. The next major phase 2022/2023. Well, we are poised to become #1 in digitization satisfaction. This is something that we have firmly set our sights on. And in order to achieve customer satisfaction, we have a number of initiatives. What struck me when I joined Solocal was the fact that there was a lack of information flow about what we were good at. And we need to help business operators toot their own horns. This is what I'm good at. This is what they need to be able to say. I'm a tile layer, I'm a plumber, and this is what I'm good at. So we need to help them make that statement and we need to help them, very simply, know what their return on advertising spend is, how many people have visited their web page in a given period of time. Well, Solocal managers reporting dashboard has been completely revisited, redesigned. And in the next few weeks, we will use the information that is now available through these dashboards to alert our clients to the fact that we are creating value for them. They need to what they're good at and we have to tell them what a good job we've been doing on their behalf. The competition does so and it's time for us to do the same. This is part of our plan to take better care of our customers and to keep them informed of the good work we've been doing on their behalf once again. And now we need to do a better job inducting our new customers. We need to help them become acquainted with the solution. The handover has got to be improved, selling, presence, management, selling an Internet site, selling an advertising campaign on social media, these are all things that our salespeople have got to become thoroughly familiar with. And we need to help our customers understand, again, what it is we can do for them. And in the next few weeks, we're going to create a position called the Customer Success Manager, the one-stop shopping window where we explain the contents of our product range to new customers and we reward their trust in our ability to promote their business and advertise their wares. And the first such managers will be operational on July 7 for the Internet website product range. And there can be no customer satisfaction without a complete overhaul of our customer experience. The customer experience from our standpoint and from my standpoint is far too complicated, we have to really revisit this experience in details. The customer journey has got to be highly, thoroughly satisfactory. It's got to be enjoyable as opposed to being a series of hurdles that have to be jumped and thus a number of disappointments. We have to really turn our customer journey on its head. And we've already started to tackle that particular part of the program. Trust and this works both ways, customers have to trust us and the Internet users have to trust us. There are, as I told you, a large number of PagesJaunes users. So what can we do to make sure they're satisfied? Well, it's quite simple. When your ambition is to position PagesJaunes back on the growth track, you have to make sure that your recommendation engine and your response engine is relevant, accurate and fast. So we have changed that recommendation engine in a matter of months. We now have technology that is in every way comparable to Google's. Thus, the contents, the answers are relevant. Relevance is now guaranteed. That was prerequisite number one. Prerequisite number two is the use case. As you all know, ladies and gentlemen, the use case is a mobile phone. So mobile apps. So the PagesJaunes mobile app, we had to revisit that and refurbish it. It's been completely redesigned. It has been operational since last April. And as you can see, the users or, as we know, the users have been very, very favorable to this app. We've been very well rated with this new app. So relevance, done. Use case, done. Now what are we to make of PagesJaunes? PagesJaunes is an intermediation platform whose purpose is to put Internet users in contact with professionals, and we want to make it a trusted third party. You cannot operate on a market without trust. Now in order to achieve that level of trust, we've created a status called SuperPro. SuperPro in July, I believe, SuperPro is going to appear on PagesJaunes and it will be -- it will lie along a single vertical, the habitat vertical. What is SuperPro, it is the concatenation of a number of criteria that will allow us to -- allow the Internet user to find the best professional for their purposes. And the criteria will be, of course, take the form of algorithms and they will be highly objective criteria. Little by little, we will reposition PagesJaunes in such a way as to make it solution environment, a relevant environment and a trusted environment, all of which, all of those characteristics, will then be advertised. We're going to communicate about the new features and the new characteristics of PagesJaunes, and this will take us right through early 2023. We really want to put PagesJaunes front and center, henceforth. So that, in a few words, was what I wanted to announce about our 2022/2023 strategy. As you will have understood by now, it's a matter of making Solocal attractive. This is our objective, and this will require that we demonstrate that we can recover lost growth dynamic and we're on the verge of a resumption of growth. There are 3 aspects to this. The average spend will have to increase. It will have to continue to increase. Increase not just because it creates value, but also because the more you create by way of business flow, deal flows, then the more your loyalty program is appealing. The second aspect is the churn. We've got to, as I say, look after our customers, we have to identify weak signals of dissatisfaction before they balloon into trouble. We have to be able to forecast that, hey, that customer may have a problem. And acquisition -- acquisition, win over. We have got to conclude -- successfully conclude our transformation process and bring in more and more new customers to Solocal. So in a few words, that is the set of our priorities. We laid out those objectives last October. Philippe has reminded you of the fact that we are both reasonable and careful planners, and the program I've announced to you requires that this year, we consolidate step by step, which is why our goals, our targets this year are comparable to the 2021 figures for EBITDA, revenues and cash. So this is a consolidation year and then in 2023 and 2024, we will achieve once again momentum of growth. We'll be back on a growth track. So that's the program. And Olivier is now going to take you through the figures. Thank you very kindly for your attention.

Olivier Regnard

executive
#3

Thank you, Hervé. Good afternoon, ladies and gentlemen. Now before you are asked to vote on the accounts of the group. I wanted to present them to you very briefly accounts for financial results for 2021. And then the commercial performance of the first quarter of 2022. Now first of all, in terms of revenue, Philippe and Hervé have mentioned that already, it had been a certain number of years since we had managed to stabilize the revenue. Well, it was the case you have EUR 428 million versus EUR 432 million the year before. You know that we have 3 ranges. The first 1 is Connect. Is the range of products, which makes it possible for our customers to be visible on the Internet to indicate their opening hours to publish their reviews and pictures, and they can do this on the major sites of reference. The second range is websites. We produce and host websites for our customers. And the last range, which is the biggest one in our activity, is Booster. It's basically advertising and marketing. And in that range of products, you have priority referencing offers. You also have our large accounts, which are in that category. If you look at the trend of 2021 versus 2020, Connect performed very well, which shows that our professionals need to be more and more visible. They need to communicate better, especially on their opening hours, and they need to be sure that people will find them. Now Websites are stable, and you know that it's a key element in our development. We really put a lot of emphasis on Websites because it's probably the most resilient product. So it's an activity that we want to boost. And you will see that the revenue in that category is going to grow. For Booster, however, there is a slight decrease. You remember all that we completely revisited our range of services back in 2019. Booster takes into account our large accounts and the large accounts Booster sites have not been revamped for the moment. And we hope that at the end of Q3 and beginning of Q4 2022, we will have done that and we will have a new offer that will make it possible for us to meet the expectations of our large account customers and to stabilize this market segment. Now how is this turn into EBITDA? EUR 428 million. You've got gross margin, 89%, which is in line with what we have recorded the years before. So gross margin is high. The fixed costs have been put under control. We have been able to continue with the nonrecurrent savings that we had the year before. Part-time unemployment, we have managed to make that last. And in 2021, despite an unfavorable situation, we have managed to reduce our fixed cost basis. This is why the EBITDA is around 28% of the revenue. Operating income, EUR 71 million. Net income, EUR 28 million, which is comparable to what we did the year before, EUR 28 million, that's EUR 20 million the debt, EUR 4 million is financial expenses and EUR 4 million is amortization of the loan expenses so that the net income is EUR 22 million. And for your information, the social statement income of Solocal is minus EUR 9.9 million. Now how does this EBITDA turning to cash? The first key element is that our cash position as of December 31, 2021, is robust. We have EUR 80 million in cash, which is available. So what happened in terms of cash flow generation in 2020? The EUR 121 million in EBITDA made it possible after working capital requirement variation and after amortization to come up with EUR 71 million of operating cash flow. That's the cash flow generated by operations. It's EUR 72 million. And after paying taxes and financial expenses and nonrecurring costs, we are at slightly over EUR 40 million. And after paying all the rents, we have a net cash flow generation of EUR 18 million. The first quarter of 2022, as we said already, has a few things to highlight. First of all, the revenue was slightly lower than what we anticipated. We anticipated the drop, but it was slightly greater than we thought. So that the revenue for Q1 is down by 4.8%. Customer base is [ EUR 304,000 ], and the churn is still under control at 13.7%. Hervé indicated that to you already, and Philippe did too, the drop in the churn was major in 2021. It slightly picked up in 2022 because of a cohort effect. And the ARPA is flat at EUR 1,360. The backlog, that is basically all the orders that we have taken in to date, which still have not been accounted for in the revenue, is at EUR 240 million, stable compared to the 31st of December 2021. The secured revenue, that is the revenue that would have been accounted for if no order had been taken after the 1st of April, is at EUR 286.2 million. And as Hervé said, we have confirmed our ambition for 2022 and we are going to continue the rolling out of the strategic plan. And before you leave, we wanted to remind you of the main pillars of our CSR policy. You have 4 pillars to that: society, governance, social and environment. And I will not dwell on these 4 pillars. Maybe the first one, though, deserves a little bit of our attention because it's very dear to our hearts. It's digital accessibility. And we have a score in terms of digital literacy, which is 83%. It's very high. And it means that we actually are accessible by a lot of web users. For example, we have invested a significant amount of money to make sure that our website, PagesJaunes, is accessible to blind people. And this is very important for us. It's a way of fighting against isolation. PagesJaunes is also a way to fight against the local deserts. And we will show you a certain number of -- numbers regarding ESG during the presentation of our 2022 accounts. And I will now hand over to Jeremy Thurbin, who was tested COVID positive yesterday, so he couldn't be with us, but he recorded his message to you, and I suggest that we listen to it now.

Jeremy Thurbin

attendee
#4

Ladies and gentlemen, shareholders, I am going to present the summary of our auditor's reports. We worked with AUDITEX, a member of UI, and Deloitte and associates. Now first of all, let's look at the report on the -- for the ordinary Assembly -- General Assembly Meeting. It's available on Page 202 of the Universal Registration Document. And the report on the statutory financial statements is available on Page 247 of that same document. Our opinions on the financial statements are unqualified for both. And we have revenue recognition and going concern. We have a key point, a key audit matters for statutory financial statement, which is going concern. And in terms of these points, you can find them in our reports. And when it comes to the specific verifications required by the law, we have no matters to report. Then you can find a special report on the third-party agreements. It is available on Page 279 of the Universal Registration Document. We have been informed of no regulated agreement authorized and concluding during the period. One regulated agreement had been authorized and concluded in the prior period, it was a pledge deed relating to Solocal SA shares owned by Solocal Group in guarantee of the EUR 17.8 million bond loan issued by Solocal Group in August 2020. And in terms of your extraordinary meeting that is resolutions 20, 21, 22, 23 and 25, we are looking at operations in connection with the company's share capital. We have issued reports which are summarized here. Subject to future review of the conditions of issuances yet to be decided, we have nothing to report. This is pertaining to resolutions number 21, 22 and 25. Moreover, since the report of the Board of Directors does not set out the criteria for determining the issue price of capital to be issued with regard to the 20th resolution, we cannot report on the choice of criteria used for the issue price. Since the definitive conditions under which these issuances would be realized have not yet been fixed, we do not report on them. Or therefore, on the proposition of subscription - preferential subscription rights, which is made in the 21st, 22nd and 25th resolution. In accordance with Article R 225-116 of the Code du Commerce, we will issue a supplementary report if and when these delegations are used by your Board of Directors. Ladies and gentlemen, thank you for your attention.

Delphine Grison

executive
#5

Good afternoon. I'm going to tell you a few words about governance. We would like to remind you of what happened in 2021 in terms of the composition of the committees. The first thing is that we changed chairman in 2021 and an ad hoc committee was set up to look for a new chairman. It was then dissolved once the search had been completed. The ad hoc committee, as you can see, was made up of members of the Compensation and Nominations Committee plus 2 additional directors, [indiscernible] and Anne-France Laclide. And another important point is that we have dissolved the Customer Satisfaction Committee, which was chaired by Pierre Danon. He left us in June and so the committee was dissolved in June as well. As Hervé said, it's not because customer satisfaction is no longer a key topic for us, it's on the contrary. But we considered that there was maybe a line that we shouldn't be crossing as the Board because that was the role of management. And so when a new CEO came, we decided that he had to be fully in charge of that topic and this is what he did. And of course, it's a topic that we continue to discuss as a Board every time we meet. And one last thing about the composition of committees. As you know, and we will tell you more about this later, we are going to ask that [ Bruno Guillemet ] is appointed to the Board of Directors. That's because he's very skilled in HR, very knowledgeable, and we have a lot of HR challenges to face in order to continue with our change management process. And Bruno was appointed as an observer in October. And of course, he has joined the Compensation and Nomination Committee as an invited member. Now the Board of Directors continued to have a very intense activity in 2021. We met on 17 occasions and attendance was high because, on average, 95% of all directors attended each meeting. The average length of the meeting was 3 hours and 30 minutes. We cover a whole array of topics. I will get back to this in a minute, but the 2 elements which are very important is the selection of a new CEO, which was done in April, and also a new Chairman for the Board was appointed. Now the committees themselves were also very active. As you can see, we had up to 12 meetings of the ad hoc committee, with a very high level of attendance. I have 2 things which I did not mention so far. The Audit Committee also continued to monitor cash, and the Compensation and Nominations Committee, on top of recruiting a new CEO, also reviewed the compensation policy of the group and looked at the variable part and the incentive plans. Now the resolutions that will be submitted to vote on the composition of the Board. Philippe, as he said, was co-opted as a director on the 30th of June 2021 following the resignation of Pierre Danon. He is Chairman of the Board, so we are going to ask you to ratify his co-optation. Anne-France Laclide is also the chairperson of the Audit Committee. Her term of office is coming to an end, and so we ask that, that should be renewed. And we also ask you to vote in favor of the nomination of [ Bruno Guillemet ] as a full-fledged director, because being here as an observer of course, can only be temporary for him and we would like to be able to use his skills at best. Now if you should vote positively, especially on the appointment of Bruno as a full-fledged member, we are going to review the composition of the committees. What can I say about the new composition of the committees? Well, Philippe wanted to actually seize the company and -- so we did not want to go too quickly in the definition of the committees, but we will create a Strategic and Innovation Committee chaired by Philippe. The second thing that I want to say also is that the competencies of the Compensation and Nomination Committee is going to be broadened and it's now going to be called Governance Committee. Bruno will chair it should he be elected. And they will be looking at governance, in particular CSR, and [ Catherine ] will join this Governance Committee. What I can say, too, is that we stuck to the policy that we had put in place, which is that each board member can be the member of one committee and not several. Because the idea is that everybody should be really committed to the committee work. Now a few words about compensation. As you know, you are going to have to approve what we call exposed resolutions. So that is resolution for a certain number of people, It corresponds to what was voted ex ante last year, so it's just the application of this policy. Now about Pierre Danon. As you remember, up until April 6, he was the CEO. And on April 6, when Hervé joined, he became Chairman of the Board up until the 30th of June, and this is when he resigned. So his compensation has to be broken down into 2. That's pre and post-June 30. So when he was the CEO, he had 2 parts to his compensation. There was a compensation for his office as Chief Executive Officer. The basis was EUR 150,000 a year. So this part here is pro rata temporis and the second part was compensation for his office as Chairman of the Board. This one was EUR 150,000 per year also, plus the fact that he shared a certain number of committees, so we have a total of EUR 43,000. Post April 6, he only has a conversation for his office as Chairman of the Board and other terms of office and committees. And if you look at the pro rata temporis amount, you have EUR 39,892. Philippe Mellier became President on July 1. So we maintained his compensation in that regard, EUR 75,000. Hervé stepped into office on April 6, and pursuant to pro rata temporis criteria, the fixed compensation, EUR 450,000 a year applies, and we simply applied pro rata temporis to that figure. The variable part of the compensation was computed carefully. We completely revisited the criteria of the variable compensation. And both the committee and the Board opted to apply quantitative criteria that are not subject to interpretation. You either reach a target or you do not. And we retained a small number of criteria to for the purpose of maintaining legibility and for the sake of clarity regarding Solocal's priorities. So in 2021, the criteria were EBITDA, CapEx and free cash flow, and they were reached and they were, in fact, exceeded. The other criteria were not reached so that the achievement rate was 61.2%. And if you apply pro rata temporis to his hours of presence, you can see the results regarding his variable compensation. And we gave Hervé performance shares with 3-year maturities, that's EUR 275,000 in number, with 2 plans that correspond to slightly different criteria. So here you see the valuation of that plan in the accounts. And benefits in kind, we will come back to them later. They are completely traditional in nature. Now the other issues that you will be voting on include the remuneration policy -- compensation policy for the directors of the Board. For 2022, we are suggesting an annual envelope of EUR 547,600, which reflects the fact that we are suggesting that a direct to be added. And we've made a few adjustments to which don't weigh very heavily in the amount, adjustments to the compensation of the members of the committee, which is very low previously. All of which was double-checked. We made sure that we were in line with market practice. So we performed a benchmarking exercise to determine this regarding the compensation, in effect, in companies of comparable size and we are within the middle of the range. And the closer to the middle of the range that the Board and the committee have been extremely active, as I indicated. We are also asking you to vote on the compensation policy for 2022. So we'll start here with the Chairman of the Board. We are proposing that there'll be no change to the compensation. It will remain at EUR 150,000, included in the envelope that I described to you earlier, to which must be added for the sake of comprehensiveness the compensation collected in his capacity as chairman of the committee. As to the compensation for the CEO, no change. It will continue to stand at EUR 450,000. Let me remind you that this compensation, which was voted on last year, was the result, again, of a benchmarking exercise. And it was down slightly from previous levels. The variable portion of the compensation for 2022 remains the same for targets reached based on the criteria that we established, this is the result of work that we did last year. We retained the same criteria -- the same evaluation criteria. The only change that we made was that we very slightly reweighted the number of clients from 10% to 5% and stressed free cash flow. As Hervé explained, the balance we want to strike between the number of clients on the ARPA is all important this year. So that was slightly de-weighted. But we remain focused on cash generation. As you can see, the first 2 criteria, CapEx and free cash flow account for 65% of the total. Benefits in kind remain unchanged. There is nothing unusual here in this category of compensation. Nothing that needs commenting. Hervé will not be compensated for any other additional responsibilities that he might take on at Solocal. The starting amount policy has not changed -- sorry, severance payments is the topic. There has been -- the adjustment made here. We have arrived that level that we think is more in line with current practice. There is potentially compensation for noncompetition. But taken all together, the duration cannot be more than at 12 months. And at the discretion of -- discussion of the Board, the company can waive its right to require noncompensation -- noncompetition and not compensate in exchange. And at Solocal, we have had a long-standing pension scheme, which will remain unchanged. As to the performance share plan, we are here considering the resolution that was passed last year in 2021 at the general meeting. The CEO would be given 197,500 free shares, providing the attendance is at the right level and providing that the performance is at the right level. There is a free cash flow criterion, which is cumulative over 3 years. Cash generation will be measured as a total amount over that period of 3 years, and 40% of the assessment will be based on the stock market price comparable to -- comparatively, sorry, to an index. This has a 3-year acquisition period. And if it has to retain this year, we would have to retain 30% of them until he has collected 3 years' worth of profits over that 3-year period. Now this is subject to your vote once again under the heading Say on Pay. I need to specify here, as you can see on the slide, 2 additional matters. The first is that, as you will recall, last year, there was a resolution which was valid -- was to be valid for 2 years. That's why there is no new resolution in this regard this year. And we will be using less than half of the envelope that was approved last year. So in line with that resolution, the share of the CEO is less than 20% of half of the envelope. I believe I have covered everything regarding the compensation policy. As I announced last year, we have made significant efforts to benchmark, as I've indicated, and to achieve full transparency, and we've been very, very stringent to ensure that the compensation that we have set out corresponds to the needs of the business and its performance.

Philippe Jean Mellier

executive
#6

I am back to kick off the Q&A session. And I'm available to answer your questions. Who would like to ask the first one? [Foreign Language] Why did the session start 10 minutes late. I believe there was some difficulty getting into the building and we had a couple of minutes of a technical delay to hook up with New York. We wanted to make sure that everyone was safely seated in the room, and the directors had to all be present and the members of the bureau had to all be present before we could begin the proceedings.

Unknown Attendee

attendee
#7

Ladies and gentlemen of the Board, I have a question. [I cannot read your name].

Philippe Jean Mellier

executive
#8

I'm Philippe Mellier.

Unknown Attendee

attendee
#9

Behind you, Mr. Hervé. Yes, sir. I'm a shareholder, minority shareholders, I have a very small number of shares. And I chatted with the employees, the union member employees who were picketing the entrance today. And I have been following your progress when it came to reducing staffing levels. So my question is this, sir. Sir, Mr. Hervé, but any of the members of the Board can answer. You talked about lots of customers, commercial aggressivity and customer satisfaction levels, well, how are you going to achieve all of those goals that you laid out with reduced staffing levels and achieve the win over of new customers?

Herve Milcent

executive
#10

The answer well, customer loyalty and customer satisfaction are not directly related to the size of the headcount. As far as I'm concerned, customer satisfaction is something that you determine based on the service provided, the transparency of your offer and the relevance of your product lineup. So not directly related, as you seem to think, to reduced staffing levels. And if you're raising this point -- as you've raised this point, I'm bound to answer, and I will say this. For one thing, the sales force and the customer contact team are not going to be subject to reduced staffing levels. We have had very difficult time of it indeed recruiting new staff members. At this time, whether it be salespeople or telesales people, it's very hard to recruit. And our peers are in the very same situation. It's very hard indeed to recruit. That's my first point. And now my second point, reduced staffing levels result from an attempt to cap and bring costs under control, which is an absolute requirement. As I indicated earlier, between 2019 and 2021, we lost 9% and then 14%, and it would be irresponsible of me not to see a connection between those factors. Lastly, I have to say, and I'm sorry to have to say in a way that people are more and more mobile. So it's not so much that they have been reduced staffing levels, but rather that at Solocal, we have a lot of vacancies. We have 75 vacancies at the central office. And we've been unable to fill those vacancies. So yes, today, we are focusing very hard on solving this conundrum. We will make every effort to resume growth. We were very clear about that. I was very clear about that. It is -- we're duty bound. We are duty bound to adhere to historical trends.

Unknown Attendee

attendee
#11

[ Fabian Lade ], I'm an individual shareholder. I see in the convening notice on Page 7 that you're saying that there's a net debt of EUR 175 million. And on the next page, the net debt is EUR 232 million, EUR 233 million. What is the actual level? What is your actual gearing, please?

Olivier Regnard

executive
#12

EUR 175 million is the net debt, so that's the gross debt minus the cash position. The EUR 233 million figure that you have referred to is the impact of the IFRS 16 rule. As you know, rents are now capitalized, the capitalization of leases according to IFRS 16 means that you have to recognize a right to use of the asset on the one hand and debt on the other hand. And that debt is debt, which is debt but not in the sense of banking documentation. So EUR 175 million is in the sense of banking documentation. Excluding the lease debt and the EUR 233 million is the total debt, including the IFRS debt, which is comparable to the EBITDA figure that we have posted, the EUR 120 million in EBITDA that we posted. Yes, sir?

Unknown Attendee

attendee
#13

[ Mr. Fino ], I've been a shareholder at Solocal since you're -- since PagesJaunes' IPO. And I've been following you very closely, PagesJaunes was an exciting adventure. I think it was 1 year dividend for a cost price of 12-some, 8% dividend, that was great. Great. Then the vultures started to circle and they took up the cash. They emptied the cash box and made off with the cash. And I don't know then what happened. I don't remember if it was an LBO. Anyway, credit replaced cash and the company no longer had the resources required to grow. And then there was a succession of jokers chairman who says, "I am in the same boat as you are." If this all creators, then my family savings will be lost. And so of course, I have an interest in the share prices rising. And we heard many such claims all empty. I've always been told not to put all your eggs in one basket, as I'm sure you have been told. That has been adoption for me. So anyone who makes such claims as that is a bad manager, poor steward of the company. So I don't know how it was that he came to occupy his position. There were another few people of his ilk. And they left in circumstances that are shrouded in mystery. We don't know because we voted on their severance pay, but who knows what they actually collected. I would dearly like to know how those gentlemen that preceded you did leave the company under what circumstances?

Philippe Jean Mellier

executive
#14

Sir, what is your question?

Unknown Attendee

attendee
#15

Wait a minute, I'm not done. So they left. And then in U.K.

Philippe Jean Mellier

executive
#16

Well, you don't compare me with them, do you?

Unknown Attendee

attendee
#17

Well, I don't know you yet.

Philippe Jean Mellier

executive
#18

Oh, well, that's good. I get the benefit of doubt, right? Just because I'm new.

Unknown Attendee

attendee
#19

So everything that -- if I understand your message, you made a very nice, very interesting speech.

Philippe Jean Mellier

executive
#20

Oh, thank you, sir.

Unknown Attendee

attendee
#21

You said things that I can understand. But I think that I've heard this before. We're going to do this and that, and so and so. And then in the end, nothing happens, less than nothing happens. You put things together in order to not be too ridiculous because, otherwise, you would have 0.00 something. So I think that a new crew on the ship might have maybe at least consolidated the share price or even boosted the share price a little because people might have been seduced by what the newcomers are saying. But I think that we are below [ 1.003 ] or something. So it's really nothing. So if you came last summer, now it means that you've been here 1 year, and the people were already able to appreciate how consistent your speech is with facts. Well, actually, there's nothing happening. So I understand that you cannot change the world in 24 hours. Given where we are at now, we are not just on infusion, we are like need to be intubated now. It's total emergency. I don't see any recovery. You're talking about a consolidation year.

Philippe Jean Mellier

executive
#22

Well, I think I understand your point, sir, and I'll try to answer you, if I may. Well, convincing -- I don't think I can convince you in 1 week or 1 month. I'm not here to comment on the past. I know that if you've been here a long time, I know that you have been impacted financially and I can understand that, sir. [ the gentleman is going on without a mic]. But most certainly, I understand and I want to start by saying that we are very much aware of this. Hervé and the Board and myself, we are aware of this. We found when we came a situation which was what it was, and I think that the market is sovereign. And the share price will increase when the market will have understood that things are going better. What we told you today is that 2021 was the stabilization year, it's the first time that we managed to have steady revenue in 10 years, which is not that bad. Of course, you can always say that we could do better. But before going back up, when you were in a plane and you've landed or you're below the ground, you cannot go up anymore. Well, right here, we're in the consolidation phase. That's what's going to happen in 2022. We did that. We were going to do it. I think that we've walked the talk so far. And after 2023, we expect a recovery of growth, not vertical, but growth nevertheless. The market is expecting a strategic turnaround. We have given indications to the market that we are there. We have respected last year's guidance. We have, on the other side, the market. And of course, there are very low volumes in trading for our shares. So the share price goes up or down, but in a very, very small proportion. So we have to demonstrate that the results will get better in the long term. And I think that this is something that might happen. As you understand, [ I and ] Hervé, we are being very practical, we are being very transparent. We don't promise things that we cannot deliver, What do we say? We say that maybe we have good products. I believe that we have good products, but we need them to be sold properly. In order to do that, we need the proper sales force. And if you're a little bit aware of the situation, you will know that having a few hundreds of salespeople -- selling people in the field. Well, you have to hire these people. You have to train them. You have to support them. You have to grow them. And unfortunately, this is not something that you can do in 2 weeks' time. So we have started this recruitment operation. We have already trained a lot of them. Of course, they will not reach skyrocketing ARPA right away, but a good sales guy can do 5,000. But you must have seen that we have a new compensation system to motivate these people better. And it's working. So it seems that people are understanding that it's all worth it to sell better, to sell more. So that's a driver for growth, but it all takes time. And I think that today, we're not coming to you and saying, okay, it's going to be plus 50% in 2 years, and it's going to be a bed of roses. What you have to understand is that we have seized the problem. We have understood how bad it is, how serious it is. And we have a strategy which is robust and reasonable and sensible and which goes back to fundamentals. What we want to do is to solve the basic problem, starting with the sales force. And it's like when you build a house, you can build it on sand and say, okay, it's going to be quick and it's going to hold. Well, usually it doesn't. We want to have -- to pour concrete in that it will hold. It takes a little bit longer. Of course, you must not forget the iron cladding of concrete, and it takes a little bit longer but it's going to work. It's going to hold. I'm not trying to make excuses or anything. But unfortunately, for us, we are in a current situation where it's very difficult to hire people. There is so much competition for salespeople and others. In another area of activity, I'm looking for 200 mechanics. I can't find them. I am short of 200 mechanics. The job market is extremely tense. Salespeople, all those jobs which require a lot of work, hard work, it's very difficult to hire people. So we have a hiring machine, which I think works quite well. But then once you've hired the people, you have to train them, you have to support them, and this is you get the results. I'm listening to what you're saying. I understand, I sympathize. We are aware that there were problems and that you suffered because of that. And so the point is that we are now here and we are really building a concrete foundation so that we can then start building the walls and it's the message that we're trying to convey. It's going to take a little bit of time, but it's going to work. I'm convinced of that.

Unknown Attendee

attendee
#23

[There's no mic].

Philippe Jean Mellier

executive
#24

No comment. I don't have an answer to this comment. So I don't know.

Unknown Attendee

attendee
#25

[This gentleman still has no mic.]

Philippe Jean Mellier

executive
#26

I understand your point, sir, which was made off-mic, unfortunately, says the interpreter. What you had today was a very good presentation. You've seen that we try to keep costs under control. We benchmark ourselves with the outside to see if we are competitive enough. We are not trying to overpay people. We don't want to overpay them. My compensation as a Chairman seems to be totally reasonable and rather below the rest of the market, but that's okay because the company is going through a hard time, so I'm part of it. We don't want to have teams of mercenaries. We want things to work. And I don't think that you could accuse us of just distributing money to people who don't deserve it. I don't think so. Let's not talk about the past because I don't know the past. I wasn't there. I can tell you about the present and the future, and I can assure you that this is the case.

Unknown Attendee

attendee
#27

[And the gentleman continues without a mic.]

Philippe Jean Mellier

executive
#28

Yes. Well, it's just because you need that -- so that we can be sure that you came into the building. Let's move on to the next question, please. Next question, go ahead.

Unknown Attendee

attendee
#29

I'm Michelle Salgado, I'm a member of the Supervisory Board and a Solocal employee. I've been there longer than you because it's been 31 years. I have -- I go way back with Solocal. So I wanted to have Mr. Guillemet here. I was waiting for him to be here.

Philippe Jean Mellier

executive
#30

He had to leave the room for an urgent call, but he will be back. I'll try to answer, otherwise.

Unknown Attendee

attendee
#31

Now, well, actually, you suggested that an additional Board member should be appointed, so that will be additional cost for the company. It's not a replacement. So far, the directors whose name was suggested came from the digital world. We heard that they were going to contribute a lot. And so far, we haven't really seen a change -- or rather for the worst, we haven't seen a change for the best. Mr. Guillemet has a profile which seems to be HR only. I think it would -- should probably be interesting because he's going to look at CSR, for example. I was wondering what you expect of him in terms of the company. Because I don't know if you hear the same thing that we hear on the shop floor as employee representatives. But what we hear people say is that the HR management for the past 4 or 5 years has been behaving autistically. You know, those plans were presented -- I didn't say that they were accepted, they were presented. Well, it's absolutely not the case. But this is something that we can discuss maybe at another time. Now the question is, do you really plan, maybe with Mr. Guillemet, to set up an HR management that would be open to industrial dialogue and that would actually change the social climate of the company? Because today, it is awful for employees. There's very bad atmosphere. Absenteeism is along the lines of 20% in all departments, even those departments which usually have a low absenteeism rate, the turnover of sales force is up at 40%. So if you combine this with the hiring difficulties, well, I can see that Mr. Milcent seems to say that is not the case. Well, it is the case for telesales. Well, yes, of course, if you're looking at special niches, that's not what I'm doing. I'm just saying that you have a lot of people who leave because they are unfit. There was -- there were a lot of such situations. It's people who are unfit because they go on a burnout, for example, or that type of thing. And it's based on labor and [indiscernible] inspection. So it's not a nice picture. And we would like industrial dialogue to get better because this is a very sorry sight. And I was wondering if in HR, maybe thanks to the appointment of Mr. Guillemet, you are planning to work on that.

Philippe Jean Mellier

executive
#32

Well, I think this is a very good question. And it certainly illustrates our way of working. When I joined on the 1st of July, I had to look around. Well, I had to do this very quickly because Pierre Danon had left just a day before. And when I joined, I looked around and with Hervé, we immediately saw that maybe we could do better in terms of HR. And this is why we started to look for a director who could contribute this HR skill to the Board because we did not have that here. I've been the CEO of a lot of companies, I do have a little bit of HR knowledge, but I'm not a specialist. I'm not an expert. So we started to look for somebody who could really help, because the Board of Directors is there to listen to management to help and support management. And the HR component, we thought, was not sufficiently taken into account in the assessment of problems and the definition of future strategy. So this is probably very reassuring to you because, I understand what you're saying, but we have identified that maybe things could go better. So how is that for a start? And I called Bruno, not because he's a friend, I know him, I certainly do. But he is somebody with a huge knowledge in HR. He is very knowledgeable. He has already managed very difficult situations. Maybe he will tell you about that when he comes back. He had to manage difficult situations in a lot of industries. He was with Alstom. He was in the U.S., in France, everywhere. He was the HR manager of Valeo with 140,000 people. So he is somebody who knows the HR inside and out. He knows what works. He knows what has to be done. And he's got an extraordinary personality and he will most certainly help us and advise us. And thanks to him, and of course, with Hervé, we're going to hire a new HR manager for the group. And I think that maybe the HR perspective will look a little bit better than it did when I joined. The thing is that somebody is leaving, somebody new will have to come. So it takes a little bit of time. And I wanted to reassure you, I think, that we have identified the potential problem. We brought someone in who could help us during the transition phase. The new HR manager is going to join us, and I'm sure that this should help us improve the situation. Industrial discussions and the social climate at large are things that are very dear to my heart. I've always tried to preserve that. I've had a long career and I know that I was forced to do very difficult things sometimes, but I never killed industrial discussions. I was the Chairman of Alstom Transport in France. We had to let go 6,500 people. I don't think you've seen my name in the papers or you didn't hear about that on the news because -- well, unfortunately, we had to let go of these people. But fortunately, everything went very well. It is very, very important for me and it's really something that I will always emphasize. We identified the problem. Bruno was here as an observer from the start to help us. And I think that this resolution will be approved and that he will become a director. I think that the Board would really have a lot to gain from his presence. And this is really something that I expect. And of course, the proof of the pudding is in the eating, as they say in English. I think we're going in the right direction.

Unknown Attendee

attendee
#33

[indiscernible] .

Philippe Jean Mellier

executive
#34

Yes, sir. But maybe somebody else has a question because I can spend the evening discussing with you, but there were other people raising hands. I'll get back to you in a minute, sir.

Unknown Attendee

attendee
#35

[The gentleman has no mic.]

Philippe Jean Mellier

executive
#36

And the lady has the mic.

Unknown Attendee

attendee
#37

So I'm Nadine Champrou. I'm a sales rep and CFDT union representative. I'd like to pick up on what my colleague said, there's something which the shareholders are interested in which is cost control. Very often, cost control means reducing the payroll. In this company, there have been relocations of some departments to Mauritius and Rodrigues Island. And these people there, I'm sure, are very skilled people but they probably don't have the right culture to be able to speak with professional customers on the phone. I'm also an elected member of the S&E Committee, and we often -- the social, sorry, and environmental committee. Customer satisfaction is based on having the right person on the phone. So maybe it would be more beneficial to pay the right pay to somebody who is in France, who knows the economic fabric, who knows the professionals, who will be able to answer the customer just once and solve the problem in one call. Rather than having customers who have to call Mauritius 5 or 10 times to get somebody on the line who will be paid 10x less. Ask yourself the question because maybe it cannot be measured directly, but honestly, we are very, very unhappy to see the image of a company damaged as it is in the press because of that. And I would really like you to look at that. And I'm asking you if you have or if you are planning to.

Herve Milcent

executive
#38

In fact, this decision was made 2.5 years ago to set up operations at Mauritius and Rodrigues Island. I have no comment to make on that decision. But clearly, the upskilling of the employees at Mauritius and Rodrigues has been a lengthy process because they're not as well acquainted with [indiscernible], people living in Bordeaux or Rennes might be. So they have to be given time to train and acquire that familiarity. That's one thing. Another thing is that, as I said earlier, we are currently pondering how to improve customer relations. And customer relations, as I have had occasion to say at the Works Council meeting, customer relations is a no holds barred improvement process. We will do whatever it takes. And a few months ago, our offshore operations in Morocco, among other places, were reshored to France. So clearly, we're prepared to do what it takes. Case in point. If things do not improve, we will draw the necessary conclusions. Let me say again that we will be very, very careful because customer satisfaction is an absolute priority. We have to improve it and improve it significantly. And if it requires reshoring or any other operations, we will proceed according to requirements. So before we can make any decisions, we can't prejudge the customer experience, which at the moment is not what it needs to be. The customer experience has got to be streamlined. It's got to be improved and this requires reorganizing. Perhaps we need to de-segment, where we segmented to extremes. You're right, people have to make repeat calls because they do not obtain answers to their questions from us. Is this because the people answering the phones are offshore? Is it because they have not been sufficiently trained? Is it because the mix is not what it needs to be? Well, for the moment, the jury is out, and we will only be able to make that determination when we have more proof, when we have more information. We have offered the possibility to our clients to create websites, and we'll see in H2, what organization needs to be set up to achieve our goals and improve all of these parameters.

Unknown Attendee

attendee
#39

Thank you kindly for that answer.

Philippe Jean Mellier

executive
#40

Go ahead, you can make your comment. You said you had a comment to make with a microphone, preferably.

Unknown Attendee

attendee
#41

My neighbor here stated that there were lots of people leaving the company for medical reasons, you might say, because they've suffered burnout. Now, what is the cause of this burnout? Is it because they were unable to keep pace with changing technology? Is it because they were not upskilled? Are they burning out for reasons that you can discern? Are there not instances of bullying? That's my question. Because a few years ago, there was a suicide, I believe, and this caused a great deal of alarm because the occupational physician deemed this suicide as being rooted in working conditions. Your predecessor refused to take up this matter when he was questioned. Yet, social security recognized is suicide as being rooted in working conditions. A CEO who had nothing to say about that is obviously unfit. So what is the root cause of all of these departures? This needs to be discussed. You have to be clear about these matters.

Philippe Jean Mellier

executive
#42

Thank you very much for that observation. We will indeed be as clear as we possibly can.

Unknown Attendee

attendee
#43

About business volumes, your predecessors had established partnerships with Google and other GAFAM companies. What came of those partnerships. Do you have reason to believe that you are losing web traffic?

Herve Milcent

executive
#44

I can answer that in part. Those partnerships are absolutely essential if we are to provide a comprehensive product lineup. There were predecessors who made that choice were right to aggregate PagesJaunes to back it with Google and other providers' offerings. It is a matter of wedding fire and water. They are our best partners, Google, I'm thinking of Google, but they are also our most fearful competitor. So should we exclude them? Should we exclude them at a time when the market is eager and that's what our signature promises, the market is eager for single solution offerings? They don't want a silo approach. So the tremendous asset, the most powerful asset for competitiveness, is to team up with these partners. For a single reason, which is that we at Solocal own PagesJaunes. And so we are the only ones who can offer Solocal, are the only ones who can offer our clients and advertisers the ability to coordinate and manage in a one-stop shopping style all of those networks. Has this been successful, you say? Well, our partners defend their own interest, and they certainly are not doing any favors, but they do bring traffic, and they do make it possible for us to present a comprehensive offering. Thank you.

Unknown Attendee

attendee
#45

I see that there are very few people asking questions, and they seem to be repeat customers. I have a question for Ms. Grison who made a presentation. But this also goes to you, sir, as Chairman of the Board. She talked about the benchmark repeatedly. So question to both of you. It's always surprising to us to hear that the criteria for variable compensation and performance criteria are -- we're always surprised, we're always surprised to note that these criteria are -- I mean in addition to the stock market price -- these criteria can be controlled by the company cash flow, EBITDA for the variable part. And there are never any criteria regarding an increase in revenues, which it seems to us matters to the health of a company. So do your benchmarking exercises show that the increase in revenues, anything that can be done to grow the company, to grow the business, why does this not appear in your benchmarks?

Delphine Grison

executive
#46

The benchmarking exercise was on the level of compensation, not on the criteria -- the benchmarking applied to the volume of compensation, not to the criteria. We adapt to the circumstances of the business for the criteria that we applied to the variable compensation. And in the variable compensation criteria, you will find revenue. I don't remember what page, but it's 15% of the calculation that corresponds to revenue. Yes, the 15% of the computation is based on the revenue. As we indicated, we have to base ourselves on the businesses' current circumstances, and that required that revenues appear in this computation. The variable share of the compensation target is annual, and it's got to correspond to the priorities that we assign management so that if tomorrow, we raise our sights and have an ambitious revenue figure, then that will be reflected in the criteria. If we're in a phase where we are consolidating, shoring up our situation, then we're not going to focus on revenues. You see, it depends on the circumstances in which the business is operating. When there's a year where we apply 15%, there may very well be a year following that 1 where we will set our criteria in a 30%, and you will have noted that there is a criterion called absenteeism. We are in the process of consolidating the business. We're focusing on other matters than revenues. That's why it's weighted so slightly. You have to adjust these criteria as a function of the priorities of the moment. And we believe that the cursors have been set appropriately for this period in the company's history, and you will probably see changes next year.

Unknown Attendee

attendee
#47

How can you explain that? Since you arrived last year, the share price plummeted, it was cut by half and it's under EUR 1. Now, it's 1-point something, isn't it? It's not? You say it's under EUR 1, well.

Philippe Jean Mellier

executive
#48

Can I take full responsibility for that. I told you that the stock market price is a reflection of the market. And as I stated, the market has got to be gauged over periods of longer than a month or a week, and there is an underlying trend towards stability as you see the initial effects of the new strategic plan, and you will see that there will be an increased appetite for the silica share. I'm rather optimistic about that, as again, as a strategic plan takes hold. As we have announced this strategic plan, we will be expected to suit performance to announcements. That's only right. Are you really convinced that it's my fault? The market has opined that there was a change in governance that a strategic plan was beginning to take effect, and there is a wait-and-see attitude. As the share volume is slight, the swings are significant. That is something you have to bear in mind as you gauge the stock market performance. If over periods of 1 or 2 weeks, there were 300,000 shares changing hands, it would be a different matter. This is not the case. I think we're in a period where the market is playing wait and see and the market is king.

Unknown Attendee

attendee
#49

Question about Mr. Danon's resignation. Why did he leave? And after he left, you implemented a new strategic plan. Is that because the previous strategic plan was not the right plan or because the investors disagreed with the strategy?

Philippe Jean Mellier

executive
#50

Well, Mr. Danon left before I joined the company. I've never met the gentleman. [No microphone. Answer from the lectern.] That is your opinion. Delphine Grison was here then. She can answer that question. [There is much being said off microphone]. [Further comments made off microphone] Delphine would like to reply, and here's what Delphine Grison has to say.

Delphine Grison

executive
#51

As we informed you last year and as Pierre told you himself, he chose to resign. So the Board repositioned itself and as Pierre stated, this was notably because when a new CEO arrived, the transition was complex. Shifting from Chairman of CEO to Chairman of the Board was complex, and he left Herve with full powers. So the Board sought out a new Chairman. To answer your question about the departure -- no, to answer your question about the strategy, as we have a new CEO appointed in April, the Board only naturally requested of the CEO, who is the final arbiter for that strategic plan, asked of him that he designed a new strategic plan, and that was presented to the market in October. I myself came in July, immediately bought 40,000 shares. I've just bought another 100,000. And Herve has done just about the same, so we are absolutely banking on the success of the company. We are certainly hoping to recoup our investment. [Further comments being made off microphone].

Philippe Jean Mellier

executive
#52

Those are harsh words, sir. Now, what I can say is that it does happen that people decide to resign overnight. This was unexpected. He was no longer a CEO. He had been appointed Chairman of the Board. This was apparently unsatisfactory to him, but we had no way of anticipating that his decision would be to resign.

Delphine Grison

executive
#53

Ms. Grison has taken the floor to say our priority was to recruit a new CEO. We needed someone who was operational. So the Board. [Delphine interrupts herself] When Herve was already in office, [further comments off microphone]. I am not the CEO.

Philippe Jean Mellier

executive
#54

CEO is Herve Milcent. We are a tandem. He is the CEO and I, Philippe Mellier, the Chairman of the Board. I see no further questions, Philippe Mellier. I hereby bring this Q&A session to a close. Thank you very much for your questions and your comments, sir. You have covered a broad array of issues. I'm going to hand over to our next speaker. [Further commentary made off microphone]. Anne Cette is slotted to take the floor. Right, I hope you will not have the desire to hang me next time.

Anne Cette

executive
#55

Good afternoon. I give you the final quorum, 46.57% for the shareholders present in the room. I want to remind you that you can vote with the tablet that was given to you when you signed in. And I will show you a short video to explain how the voting device works. [Presentation]

Anne Cette

executive
#56

The device that is given -- that has been handed out to you is strictly personal. The number of votes that you own or have a proxy for is loaded in the device and displayed on the screen. You will only have to use the green, yellow and red buttons. The red (sic) [green] is for voting for; the yellow button is abstention; and the red button is against. After reading of each resolution, you will be able to vote. And then we will declare the vote open. From that moment, you will see this box on the screen indicating the countdown for the number of seconds that you have to vote for each resolution. When the countdown finishes, we will declare that the vote is now closed, and it will no longer be possible for you to vote. The results will be displayed on the screen a few seconds after the closing of the vote. One last detail, please turn off your cell phones during the duration of the vote, and please give your devices back as you leave the room. Now the text of the resolutions are Pages 22 and 23 of the convening letter, also available on the website of solocal.com. So each resolution will be identified by its number and summarized before we put it to the vote. The first resolution. The first resolution is the approval of the parent company financial statements for the year ended on December 31, 2021. The vote is now open. [Voting]

Anne Cette

executive
#57

The vote is closed. A resolution is adopted. Second resolution, approval of the consolidated financial statements for the year ended 31st of December 2021.

Unknown Attendee

attendee
#58

[Foreign Language] [indiscernible] .

Anne Cette

executive
#59

What do you mean, sir? Consolidated statements or financial statements? We are looking at consolidated financial statements in the second resolution, sir.

Unknown Attendee

attendee
#60

[Foreign Language] [indiscernible] .

Anne Cette

executive
#61

You may now vote. [Voting]

Anne Cette

executive
#62

The vote is now closed. Resolution is adopted by 97.66% in favor. Third resolution, allocation of profit or loss for the year ended December 31, 2021, as shown in the parent company financial statements. You may now vote. [Voting]

Anne Cette

executive
#63

Voting is now closed. The resolution is adopted at 99.25%. Fourth resolution, approval of the agreements referred to in articles L225-38 and following of the French Commercial Code. You may now vote. [Voting]

Anne Cette

executive
#64

The resolution is adopted with 99.48% votes in favor. Fifth resolution, approval of the components of the compensation paid during the fiscal year ended December 31, 2021 are awarded for the same fiscal year to Mr. Pierre Danon, Chairman and Chief Executive Officer until the 5th of April 2021 included. You may now vote. [Voting]

Anne Cette

executive
#65

Voting is now closed. Resolution is approved with 97.98% votes in favor. Sixth resolution, approval of the components of the compensation paid during the financial year ended December 31, 2021 are awarded for the same fiscal year to Mr. Pierre Danon, Chairman of the Board of Directors for the period starting from April 6, 2021 to June 29, 2021 included. You may now vote. [Voting]

Anne Cette

executive
#66

Voting is closed. Resolution is adopted with 97.77% votes in favor. Seventh resolution, approval of the components of the compensation paid during the fiscal year ended 31st of December 2021 or awarded for the same fiscal year to Mr. Philippe Mellier, Chairman of the Board of Directors for the period starting from June 30, 2021 to December 31, 2021. You may now vote. [Voting]

Anne Cette

executive
#67

Voting is closed. The resolution is adopted at 98.06% votes in favor. Eighth resolution, approval of the components of the compensation paid during the fiscal year December 31, 2021, or awarded for the same fiscal year to Mr. Herve Milcent, Chief Executive Officer, for the period going from April 6, 2021 to December 31, 2021. You may now vote. [Voting]

Anne Cette

executive
#68

The voting is closed. The resolution is adopted with 92.19% votes in favor. Ninth resolution, approval of the information related to the compensation of corporate officers mentioned in one of article L22-9 of the French Commercial Code. The voting is open. [Voting]

Anne Cette

executive
#69

Voting is closed. Resolution is approved with 98.07% votes in favor. Tenth resolution, approval of the compensation policy for the Chairman of the Board of Directors. You may now vote. [Voting]

Anne Cette

executive
#70

Voting is closed. The resolution is approved with 98.08% votes in favor. Eleventh resolution, approval of the compensation policy for the Chief Executive Officer. Voting is open. [Voting]

Anne Cette

executive
#71

Voting is closed. Resolution is approved with 95.59% votes in favor. Twelfth resolution, approval of the directors' compensation policy. You may now vote. [Voting]

Anne Cette

executive
#72

The voting is closed. The resolution is approved with 98.05% votes in favor. Resolution 13, ratification of the cooptation of Mr. Philippe Mellier as Independent Director for the company. You may now vote. [Voting]

Anne Cette

executive
#73

Thank you. Voting is closed. The resolution is adopted with 99.19% votes in favor. 14th resolution, appointment of Mr. Bruno Guillemet as Independent Director of the company. You may now vote. [Voting]

Anne Cette

executive
#74

Voting is closed. The resolution is adopted with 99.24% of votes in favor. 15th resolution, renewal of the term of office of Mrs. Anne France Laclide-Drouin as Independent Director of the company. You may vote. [Voting]

Anne Cette

executive
#75

Voting is closed. Resolution is adopted with 98.90% of votes in favor. 16th resolution, renewal of the term of office of an auditor, Deloitte & Partners. The voting is now open. [Voting]

Anne Cette

executive
#76

Voting is now closed. The resolution is approved with 98.82% of votes in favor. 17th resolution, renewal of the term of office of an auditor, Auditex. You may now vote. [Voting]

Anne Cette

executive
#77

Voting is closed. Resolution is adopted with 98.84% of votes in favor. 18th resolution, determination of the annual amount of the compensation to be allocated to the members of the Board of Directors. You may now vote. [Voting]

Anne Cette

executive
#78

Voting is closed. Resolution is adopted with 97.79% of votes in favor. 19th resolution, authorization to be granted to the Board of Directors to purchase or transfer Solocal Group shares. You may vote. [Voting]

Anne Cette

executive
#79

Voting is closed. Resolution is adopted with 99.38% of votes in favor. Now we have the resolutions based on extraordinary matters. 20th resolution, delegation of authority to the Board of Directors in order to increase the share capital while maintaining the shareholders' preferential subscription right by issuing shares and/or equity securities granting access to other equity securities and or granting the right to the award of debt securities and/or securities granting access to equity securities to be issued. You may now vote. [Voting]

Anne Cette

executive
#80

Voting is closed. Resolution is adopted with 99.28% of votes in favor. 21st resolution, delegation of authority to the Board of Directors in order to increase the share capital with cancellation of the shareholders' preferential subscription right through the issue of shares and/or equity securities granting access to other equity securities and granting the right to the award of debt securities and/or securities granting access to equity securities to be issued within the framework of public offerings. You may vote. [Voting]

Anne Cette

executive
#81

Voting is now closed. The resolution is adopted with 97.90% of votes in favor. 22nd resolution, delegation of authority to the Board of Directors to increase the share capital with cancellation of the shareholders' preferential subscription right through the issue of shares and/or equity securities, granting access to other equity securities and/or granting the right to the award of debt securities and/or securities granting access to equity securities to be issued in favor of qualified investors or small circle of investors. You may now vote. [Voting]

Anne Cette

executive
#82

The voting is closed. Resolution is adopted with 97.88% of votes in favor. 23rd resolution, authorization given to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without cancellation of the shareholders' preferential subscription right. You may now vote. [Voting]

Anne Cette

executive
#83

Voting is closed. The resolution is adopted with 98.73% of votes in favor. 24th resolution, delegation of authority to the Board of Directors to increase the company's share capital by incorporation of reserves, profits or premiums. You may vote. [Voting]

Anne Cette

executive
#84

The voting is closed. The resolution is adopted with 99.24% of votes in favor. 25th resolution, delegation of authority to the Board of Directors to proceed with a capital increase with cancellation of the shareholders' preferential subscription right reserved for members of a group savings plan. You may vote. [Voting]

Anne Cette

executive
#85

The resolution is adopted with 98.56% of votes in favor. 26th resolution, powers for formalities. The voting is now open. [Voting]

Anne Cette

executive
#86

Voting is closed. The resolution is adopted with 99.55% of votes in favor. Thank you.

Philippe Jean Mellier

executive
#87

Well, thank you. We are now finished with the voting. So it's time to wrap up the shareholders' meeting. I want to thank you very kindly for coming. It was a pleasure to see our shareholders in real life after 2 years of absence. So thank you very much. See you next year, and have a safe trip back. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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