SPIE SA (SPIE) Earnings Call Transcript & Summary

[Interpreted] Ladies and gentlemen, dear shareholders, welcome to the Annual General Meeting of SPIE SA. I'd like to thank you for being with us today. And for anything, I'd like to tell you that this meeting will be held in public and it's going to be broadcast online on the company's website. As we do, recording will be also posted on the company's website after the meeting, unless any objections, your image may be used during the broadcast. I'm delighted to be able to welcome you here with the Board of Directors that would meet in such a setting after 2 years when you have to hold the Annual General Meeting in video conferencing due to COVID. After COVID unfortunately, well, you know what happened, the war in Ukraine and the appalling consequences for the population in Ukraine, we'd like to express our full solidarity. Later on, I'll be talking about the minimal impact that this has had on our company so far. The moment has come to officially start the meeting. I'd like to inform you that the combined general meeting of shareholders is being held on first notice. The legal advertisement relating to the convenience of the shareholders' meeting were carried on -- carried out within the regulatory deadlines, the accounts report and all the documents that must be available to shareholders that have been made available in accordance with the legal and regulatory provisions. And for these documents are on the table. I'd like you to acknowledge this. Now it's time to appoint the members of the bureau to check the quorum and to remind you of the agenda of our meeting. And the present shareholders and the represented shareholders, we have crucial investor sets represented by the CEO, Mr. [indiscernible] for employee shareholders represented by the Chairman of the Supervisory Board, Mr. [indiscernible]. I therefore asked them if they agreed to act as scrutineers. Yes. Thank you, gentlemen. I propose that Mr. Pascal Colbatzky, Group Legal Insurance Director as Secretary to the meeting. And with regards to quorum, I'd like to inform you that the [indiscernible] currently comprises 162,960,200 shares. From this number, the number of the treasury shares should be deducted, that is 390 shares so that we get the number of record shares. Taking into account the double voting right, the total number of voting rights was 182,367,406 shares. The total number of shares today for shareholders present or represented voting by phone is 121,126,189 that is 726 shares of shares that have voting rights and, therefore, more of the quorum that's necessary to hold a general meeting. Therefore, we can now deliver and when we rule under the conditions of an ordinary general meeting, the resolutions must be adopted by simple majority. And when the meeting rules under the conditions of an extraordinary general meeting, then it must be adopted by a 2/3 majority. Remind you that the present meeting is called to deliberate on the agenda, which was communicated in the convening brochure made available to you prior to the present meeting. We have not received any new resolutions and no changes have been made to the agenda. So I suggest that we do not read the agenda in full. I also suggest that the meeting does not proceed with the full reading of the report of the Board of Directors, the text of which are included in the universal registration document or in the convenience brochure that we've made available to prior the meeting. I propose to outline them and by presenting the highlights for the group in 2021. As far as the proceedings of the meeting are concerned, to start with, we're going to watch a video. We'll see a salient moment of 2021 and then I'll be talking about some of these events and then we listen to Jérôme Vanhove, the Industry Head and CFO of the group, who will be talking you through the main financial elements. And then we'll listen to Mr. Peter Mason, who is the Lead Director and Chairman of the Audit Committee, who will be talking to you about the governance of your group and the work of the Audit Committee. And this would be in English. Therefore, if you need a translation, if you want to, you can use it because we have simultaneous translation if you want to listen to the French version. Then I'll ask Patrick Jeantet, Head of the Nominations and Remunerations Committee to come and join us to present the proposals submitted to your vote on the appointment of directors and remuneration. And then with Isabelle Lambert, SPIE's Head of Corporate Social Responsibility, will go through the projected and achievements in the field of environment and human capital. And then we'll show you a video relating to the objectives that aim at reducing our carbon footprint. Then I'll be outlining the group's short-term and medium-term objectives and prospects. The statutory auditors will go through a summary report to their reports, and then we'll have a Q&A with the shareholders present in the room. Now for those who are coming online on the company's website, you could ask question in writing and we collect them in groups so that we answer them and we'll continue on voting on the resolutions. [Operator Instructions] Between the moment we vote and the announcement of the results, we have a number of videos for you so that you can discover that many [indiscernible] would be listening to a number of employees, women and men. I'll tell you more about this later on. Well, a few words to talk about 2021 to 2024 [indiscernible] revenues in line with the figures we had in 2019 [indiscernible] with a margin that is above the level we had before COVID. So in 2021, we managed to almost offset the negative effects of COVID, which was again a good year in terms of cash generation. We've therefore reused the leverage and we've reached really, a trough trial. And we've accelerated with acquisitions so that we have effective growth profile as we've accelerated the value creation. The sustained effort is already in the field of sustainable development, this is something really good for our business. And then we started off the year with an excellent backlog and very solid fundamentals. These are the main KPIs or numbers for 2021, revenue is almost at EUR 7 billion, the growth in our revenues almost of 5%, 4.9%. And as I said before, we are now back to the levels we had in 2019. Our EBITA margin has improved considerably versus 2020, that was affected by COVID. So we're back to a margin which is higher than the one we had in 2019, 6.1%. Adjusted net earnings has increased a lot versus 2020 and also versus 2019, 6.6%. Our [indiscernible] leverage is at really a low point, as I said, before 1.8 in good free cash flow generation in 2021, EUR 268 million. The M&A business really was sustained, EUR 277 million in revenues for the full year, that's what we've acquired gained with small and midsized acquisitions. But in addition to this, in 2021, we had bigger acquisition that I'll talk about later on [indiscernible] in the Netherlands with more than EUR 400 million in revenues. This was an excellent year, as you can see in terms of volumes, in terms of margins and cash generation. And thanks to that, we can pay out a dividend of EUR 0.60 per share, therefore, up 36% compared to 2020. And if we look at the main geographic segments, there's France, of course, was very much impacted in 2020 due to lockdown, strong lockdown that had a later impact during H2 2020. We've seen a strong rebound, therefore, if we compared to this period. Germany and Central Europe have been less impacted, there is still growth in 2020 in this region, we still enjoyed some type of growth in 2021. So this really shows this region is dynamic. And in Northwestern Europe, there's a drop, a decrease. The Netherlands didn't really suffer very much from COVID in 2020. Well, that's for the business for you. And I'll come back to this later on. We had a sharp drop in our business in the U.K. in 2021. And then the oil and gas and nuclear business has enjoyed a nice performance in 2020. Therefore, some type of recovery versus the previous year 2020. So for the group, all in all, with exchange rates being the same, we have more than 5%. And the segment breakdown, let's have a look at our margins. France, as I said, has enjoyed a strong rebound versus second half of 2020. The business is good again in commercial business, but also in the industry at the end of the year. The margin is up, again, was up in 2021, and we're back almost to the levels we've reached in 2019. That is 6.2%, which shows really that we are doing well in the business in our professional firms represents 38% of our business. That's for 2021. The second major region is Germany and Western Europe, that's 36% of our total business. And as I said before, business suffered less, that is in terms of volumes. We were more penalized on costs with the technical unemployment. But as far as volumes are concerned, we were less impacted. And therefore, the margin was up in 2021. And revenue also increased nicely in 2021. This region, as you know, is a priority development area for SPIE. It's very important for us to have a high level of performance in this region. And the future looks really quite bright to this region of Europe. North Western Europe, Belgium, The Netherlands and the U.K. for us. And by the way, it's a pleasure for me to see that former SPIE boss from Belgium is with us today, [indiscernible]. Thank you very much, [indiscernible]. We've taken care of your baby business after your departure and performance in Belgium is really good, was good in 2021. Excellent performance in The Netherlands as well. And they are the ones who really helped us improve the margins in this segment, whereas in the U.K., the year was tougher, mainly the top line. But if you look at the margins, the margins stabilized in the U.K. at a level which is slightly positive. And the final segment is Oil & Gas and Nuclear, the margin level is quite satisfactory. The nuclear business is sustained, thanks to long-term positive trends and we're back to growth in the Oil & Gas. That was the case during the second half, with the barrel prices that increased and we realized that our clients had an appetite for maintenance works or small renovation of the works as well. So that's for all the segments. With an EBITDA close to EUR 430 million for [indiscernible] with a revenue standing almost EUR 37 billion. So I did mention the 2021 mergers and acquisition, it was quite a dynamic year with 8 bolt-on acquisitions that is small and medium-sized acquisitions, 6 of which in Germany and Central Europe, with no surprise because it was considered as a priority growth area for SPIE. And our [indiscernible] to start with, with industrial automation system in Poland. KEM in Austria is a business that develops the fiber optics networks, a bit of electricity networks as well. Another one in telecom networks, really even cable. We love cable but the name in German of this company. So that's also in the deploying system of fiber optics. We know that Germany is a bit dragging compared with France when it comes to the fiber optics infrastructures. So it's very important for us to be on this very promising market. Then another Polish company, NexoTech, also in telecommunication networks, that is co-part cable and fiber optics. The Vigar in Germany is a company we already knew because there were some subcontractors for data centers. So that's mainly in HVAC businesses and the latest acquisition in Germany was Duro, which is a company which is present both in Germany and in Austria for the electronic, chemical ventilation, fire detection systems for an emergency exits in tunnel infrastructures. So 6 acquisitions in Germany and Central Europe and 2 acquisitions in France. [indiscernible] for the pharma industry, they are producing stainless steel pipings and in [indiscernible] the data center infrastructures. That is, therefore, IT and specialized in transmission, security and computing that are to be found in the data center. So dynamic bolt-on, merger and acquisition, plus EUR 277 million of annual production added in 2021. And also in 2021, we were very pleased to make a much bigger acquisitions in The Netherlands with Work Sphere, which was part of Stratton Group, which is a construction also involved in the railway sector in The Netherlands. Work Sphere is specialized in electromechanics, with a significant business in maintenance and we [indiscernible] was no longer considered as a core business, while it is part of the core business of SPIE, we wanted to acquire more than 10 years ago, but we kept an eye and we still have Work Sphere in the back of our mind. And when it was put on the market, we set in very quickly, and we've convinced the management to join SPIE as a pure player. So more than EUR 400 million worth of revenue, very prestigious customers such as SML or the Dutch Ministry of Defense. Therefore, we have become a leader in The Netherlands with a revenue of EUR 1.2 billion, approximately, some 6,000 employees in 4 different sites. A leading company in The Netherlands, with a very strong presence in the maintenance area as well as business in project management that is performing very well and very well managed. They will have a slight dilutive impact in our business results in The Netherlands, but we'll make sure that this will fade away gradually. We're very pleased with this acquisition. The very first month of the acquisitions were run at full speed. The teams in SPIE and Work Sphere started to work immediately together, and I'm very confident about the success of this acquisition. So that's for the 2021 highlights. Isa then will talk later on the ESG rating because it's very important for us. But before that, I will give the floor to Jérôme Vanhove, our Administrative Director and CFO, who is going to tell us about our financial performance in 2021.

[Interpreted] Good morning, ladies and gentlemen. I'll be presenting a summary of our business results in 2021, starting with the income statement. Production in 2021 stands at EUR 6.970 million. That's plus 4.9% to be compared with 3.2% of organic growth and the M&A acquisition of almost 2% for 2021. EBITDA stands at EUR 426.7 million, that is 6.1%. That's plus 6 basis points to be compared with 2020. And we have recovered and renewed with the 2019 fiscal year. The adjusted net result stands at EUR 243 million, a significant improvement, plus 38% when comparing with 2020 and the adjusted net result stands at EUR 169 million. The cash flow from operations is at EUR 411 million. That's a cash conversion of almost 100%. That's 98% of cash version, which is quite outstanding considering that during this fiscal year, we have paid all the tax and social debts and contributions, which were postponed at the end of 2020 because of the COVID pandemic and the negative economic context. So we've paid back our debt and the cash conversion is close to 100%. So -- and that was made possible, thanks to a very stringent management of our cash, to which we have to add the payment on taxes and the interest of our debt, EUR 68 million and EUR 50 million, so that's EUR 118 million and also, all the payment and the charges for restructuring and other discontinuation for EUR 25 million. So the cash flow available is EUR 268 million for this fiscal year, allowing us to fund and pay for all the mergers and acquisitions, EUR 157 million out of EUR 159 million, 7 of the 9 mergers and acquisitions which were mentioned by Gauthier Louette, in 2021 have been paid, and this has allowed us to pay the dividend for EUR 92 million. And finally, the contribution to our net cash flow of the EUR 35 million being a chunk of it is based on the employee shareholding schemes and the capital increase resulting from this. For the whole fiscal year, we have reduced our net debt by EUR 52 million. And our net debt is now standing at EUR 874 million, excluding the impact of IFRS 16 at the end of this fiscal year. A reminder about our EBITDA pro forma for this time divided by the net debt, so as the EBITDA net debt ratio figures are self-explanatory. It shows that over the years, our business model, that of SPIE, has always generated cash and has allowed us to consistently reduce our debt, except for 2017 when the [indiscernible] acquisition was made because it was a major acquisition and resulted in a higher debt level for the group. So our leverage is now at 1.8x. That's the ratio. So that's for the end of 2021, is slightly better than what was planned. And for 2022, we consider that this financial leverage will be the same, while we've paid out EUR 200 million in Q1 to -- for the acquisitions -- the acquisition of Work Sphere as we have mentioned already. Our financial situation is very solid, EUR 874 million of net debt, which is made of EUR 2.1 billion of gross debt and liquidity EUR 1.2 billion. The maturity goes from 2023 to 2026. And this year, we are going to prepare for the first maturity deadline. Liquidity, EUR 1.2 billion at the end of the year, to which we may add, if needed be, an undrawn credit on revolving credit of EUR 600 million. We are ratings, Standard & Poor's and Fitch are still BB in the -- last quarter, we went from negative to neutral by Standard & Poor's and the IFRS impact is marginal impact on our leverage, including the date IFRS, our debt would go from 1.8 to 2, that is the leverage. Therefore, the dividend that is proposed to this general assembly for 2021 is EUR 0.60 per share. That's perfectly in line with our dividend distribution policy that is a 40% distribution of the adjusted net income, that significant improvement when comparing with 2020. That's plus 36.4% on a fully diluted basis by the number of shares. It would mean an overall amount of EUR 97 million. In September 2021, we paid an interim dividend of EUR 0.13, so EUR 0.13. And in May, the remaining amount, that is EUR 0.47 per share, will be paid out. And since we -- the IPO in 2015 and excluding the COVID year, our dividend have always been on the rise steadily fiscal year after fiscal year. Now I'd like to talk about our value creation model, which was recently presented in our showroom, which is in our Investor Day, which is aimed at having a steady organic growth year in, year out. Gauthier Louette has mentioned the market we're present on, that is digital formation and energy transition with small and medium-sized recurring acquisitions every year, allowing for our growth, to which we have to add our margin improvement with excellence in our operations that is deployed in all our businesses. And in part of our businesses, we have the capacity to have a pricing effect, because we are very well positioned in our markets. And finally, we also use the synergies that are -- go along with the M&A process every year. So it allows us to generate high cash flow, which is also supported with extremely rigorous management of our working capital requirements, which structurally is negative at SPIE, which means by a constant number of business there is -- we can accelerate the free cash flow generation. The free cash flow helps us to pay out a dividend that increases every year and also to pay our debt and improve our leverage year after year and to support our growth strategy. And in 2021, with this 1.8x below the landmark of 2, we are at a satisfactory level. Some would take a maximum but it means probably that for the forthcoming fiscal years, all our free cash flow will be earmarked for the payment of dividend and also to support our external growth policy. Thank you for your attention.

[Interpreted] Thank you very much, Jerome. Now, I will hand over to Sir Peter Mason, our Lead Director and also the Head of the Audit Committee.

Good morning, everybody. Good governance has always been important to well-managed the companies. But as you be aware, there's been more and more focus on governance in the last few years. And so as a Senior Independent Director in 2021, I want to say just a few words on the approach to governance and SPIE. The Board has been managed to ensure that we have a good balance in terms of gender and nationality, as well as representatives of employees and employee shareholders. Whilst balancing the composition of the Board, we've also ensured that we have relevant competencies appropriate to SPIE's activities. We conduct an annual evaluation of the work of the Board and responded to any weaknesses that we've found. At least on Board, we think every year, but nonexecutives only. We ensure that a majority of Board members are truly independent, that all committees are chaired by an independent director. Last year, we paid particular attention to corporate social responsibility. For example, reviewing progress on CO2 emissions, women in senior management positions and ratings by ESG agencies. We monitor the group's performance in terms of the safety of our employees and third parties. The Board was heavily engaged in reviewing and approving acquisition proposals, a key aspect of the company's business model. The major success in this regard, as you heard a little while ago, was the acquisition of [indiscernible] in The Netherlands. And we had a particularly successful meeting last year, led by the CEO, devoted to agreeing company's strategy for the next few years. As we do every year, we examine the succession plan for the CEO and for members of the Executive Committee. And we are satisfied that there is a first class successful process -- succession process in place. The Board visited a work site to gain a better insight to the commerce activities, and that's the first time we've been able to do that in the last couple of years due to COVID restrictions. A question which is often asked is why in the Board's opinion, the aggregation that the CEO and Chairman roles is in the best interest of the company. And coming to this conclusion, we have taken into account the company's performance and the quality of communication with the Board, with investors and with third parties generally. And importantly, we believe that investors support this arrangement. In terms of greater uncertainty, whether it's COVID or Ukraine, we believe that steady leadership is particularly important. What we do ensure is there's a balance of power to achieve a majority of independent directors with a senior independent director to lead discussions with the Chairman and CEO. And my successor in this role will be named after today's meeting. And finally, turning to the Audit Committee. You can see here the members of the Audit Committee, and you'll notice that the members are our independent directors, together with the representatives of the employee shareholders. Also present at committee meetings are our statutory auditors, the Chief Financial Officer and the Director of Risk Control and Internal Audit. From time to time, other members of the executive committee made detailed presentations to the committee in their areas of expertise. And you can see here the main reviews undertaken by the Audit Committee in 2021. All topics, I'm sure, which you would expect to see. And now just to finish on a personal note, you may be aware that today, I stand down as a director of SPIE after 11 years. Although, my relation with SPIE [indiscernible] as it was then, goes back over 20 years. In that time, I've seen the group become more and more focused on markets which are growing and which offer the opportunity to a more predictable margins, whilst controlling risks. And I believe that the management of SPIE have done an outstanding job, particularly under Chairmanship, Gauthier Louette, our CEO. And I thank you personally for the privilege of being a Director of the company, and I wish the company, its management and you, the shareholders, ongoing success. And we'll continue to watch the progress of the company from the sidelines, but also as a shareholder. Thank you.

[Interpreted] Thank you, Peter. Now before we listen to Patrick Jeantet, the Nominations and Remunerations Committee says something. As Peter said, his term of office is coming to an end at the end of our meeting. He was a member of the Board for 11 years. So on behalf of all of us, I'd like to express our warm thanks for all of his years serving the company. He has really provided us with strong and solid support and his contribution to the advancement of governance and the quality of the work of the Audit Committee during all of these years. Thank you very much, Peter, for your thorough knowledge of the group, your immense support during these many years. I wish you well. I do hope that we keep in touch. Thank you, Peter.

Ladies and gentlemen, dear shareholders, hello. I'll be talking about the number of contracts that have to do with Nomination and Remuneration. First, a new independent director, the Nomination and Remuneration Committee of SPIE SA, has 1 employee -- Director, 3 Independent Directors, [indiscernible] 1 female representing [indiscernible] and myself since I chair this Committee. In the past year, we chose new directors, independent directors, and this is described on Page 205 of the universal registration document. [indiscernible] our committee has proposed to the Board, with the help of external control, in 2 names for independent directors. [indiscernible] And I've also discussed with the parent representative from [indiscernible] investment before the appointment. The general meeting is asked to ratify the computation made by Board Director of [indiscernible] who replaces [indiscernible] investment and it's replaced Madam [indiscernible]. These resolutions [indiscernible] the general meeting has also to decide on the nomination for full years of Mr. Shatt Schulenburg and Mr. Christopher del Cemp. The latter nomination is a result of the Mr. Peter Mason's term of office just come to an end. Resolution 6 and 11. I'd like to underscore also that Mrs. [indiscernible] also will be providing the Board with a wealth of experience in terms of international knowledge and also the energy sector knowledge of they have because they've been working in the business in their career at high levels. Mrs. [indiscernible] represents BPI France Investments, and she will provide the group with a deep knowledge in corporate social responsibility. Her role at BPI France is very special in this area. So with these new 3 directors, as you can see, we will have more diversity on the Board and we'll be able to gain more skills. That was the first point I wanted to go through. Now the second one is annual variable pay for 2021 for the Chairman and CEO. First, let me tell you that the way we calculated the variable pay for period 2021 have remained un-budged versus 2020 and 2019. Variable pay includes 2 main types of criteria for the quantitative criteria that represents a target of 70% of the annual fixed pay, with a maximum that can go up to 141% depending on performance attained. This quantitative criteria flow down into 3 main criteria. First, the organic EBITDA growth, which is weighted on basis of coefficient connected to the security indicator in the group; the second one is the generation of cash flow by the group measured on the basis of the year; and the third one is external acquisitions, external growth, that is M&As. With 2 points, the volume side [indiscernible] as we saw before, the volume we gained, thanks to acquisitions. And the second point is the quality of the merger. We look at the merger to see if the merger was conducted nicely, 1 or 2 years later. Then if we look in 2021, the result is as follows. In terms of organic EBITDA, it's 60% with security and safety coefficient. We reached 63.7% therefore, close to the maximum between the target and the cap, close to the cap and this reflects the fact that results were very good for SPIE SA to period 2021. And as was presented before, if we look at cash flow, the level was really high. And the objective is 58.9% as opposed to the target. And for M&As, 12%. So you see between the target and the maximum, with all of that, we have a total of 134.6%, that's the attainment level, not far from the maximum but slightly below, so very good fiscal 2021. The second part is criteria. They represent a 30% of the fixed annual pay with a number of some criteria. It's very important the CSR criteria and indicators, risk control as well and also the strengthening of the organization and succession planning and finding other objectives in terms of how we communicate with the shareholders and financial communication of the Board has assessed the situation, and we feel that Gauthier Louette has reached 26%, therefore, close to the target, which reflects a really good result in terms of the qualitative criteria. This being said, after assessing the criteria, we have a total percentage of 160.6% [indiscernible] fixed annual remuneration there, close to the maximum that's slightly below, which means an amount of EUR 1,284,800. You can see the calculation on the slide. The third point I wanted to talk about is about the future that is for the Chairman and CEO for 2022. First, the fixed pay for 2022, the Board of Directors feels that we should have EUR 850,000 for the annual fixed pay for the term that starts in May 2022 until May 2026, therefore 4 years. At present, we have an amount of EUR 800,000. This sum will be fixed for the duration of the term of office, except if the scope of responsibility changes massively or if the economic conditions change considerably as well. Then let's have a look at the variable pay for 2022. This is how we calculated the variable pay. You can see on the slide, they'll be valid through fiscal 2022. They have not changed versus 2021. There's one difference, however, which is the EBITA criteria. The organic EBITDA growth will be replaced by EBITDA measured of basis in budget or the other criteria are un-budged. So I'm not going to go through them, you have them on the slide. There we are. These are the key indicators for 2022 is the variable pay. And if we look at the compensation, the Chairman and CEO has a special pension system and with a defined contributions in Section 532 of the universal registration document, there's no need to come back to that and also has a possible severance pay that applies if he's able to leave, for a total amount represents 1 year of remuneration, fixed pay and variable pay on basis of performance conditions and also has a company car, and finally, within the framework of performance shares of the group, he is going to be entitled to a total potential amount of 42,767 shares or 7.79% of all the shares in the scheme. That's the SPIE 2022 scheme. It's a scheme that runs 3 years. We had one in 2019, that's going to be unbundled this year. And then we have a new scheme, 2022, the end of which will be in 2025. And the shares that people receive are based on the performance criteria that we measured throughout the [indiscernible] 3 years. In addition to this, I must say that there's no other compensation items such as non-compete clauses or exceptional remuneration or remuneration being a director. So none of those for 2022 for your Chairman and CEO. And finally, the remuneration of directors. The rule is for eligible directors. It is not being modified. And first, there's a total budget of EUR 600,000. That's in line with Resolution 16 of May 2018. The total amount is not going to change in 2022. The remuneration of directors has 2 parts: a fixed amount, which represents 40% of the basis amount, that is EUR 60,000 for each director, which is EUR 24,000 for the year and a variable pay as well that represents 60% and this is in proportion to the attendance of directors to the different committees and the Board meetings. For the lead director, the maximum is EUR 90,000, including 60%, which is the fixed part and for the rest is a variable pay and the chairs of the committee, in addition to receive EUR 10,000. The individual calculation is Page 209 of the universal registration document. And for the past year, the average rate of attendance to the Board and committees was 99.5%, which is an excellent result. Thank you very much.

Thank you very much, Patrick. Now we're going to talk about corporate social responsibility and how it is handled at SPIE. Earlier, I mentioned that SPIE is extremely well positioned when it comes to the bearing market trends. You see on this graph, the production pillars that is 50% of our revenue is in the 4 areas that are described here, transmission distribution, energy efficiency, for building data centers and neutral zero carbon for the industry -- with decarbonization of the industry. All these 4 areas are enjoying a buoyant growth rate that has been further reinforced recently by the decisions made by various governments, and this is an area SPIE is extremely well positioned. And also, we've observed the emergence of the new business areas that could be growth accelerators. These are certainly familiar to you -- that is, electric mobility, low-carbon public transportation, solar energy, wind power, biomass, and that is extremely present in Germany, fiber optics, with different level of a progress according to -- depending on the countries, and energy performance contracts, and something that is emerging but for which sharp growth is expected for the forthcoming years is hydrogen, green hydrogen. All these topics are well known. And in all these areas, we are already present. We are in touch with the historical operators of these business areas, and it is certainly a way to speed up our growth in the future. And I'd like to give you 3 examples. Regarding the energy mix to start with. As you know that the share of electricity -- green energy is to go from 21% to 25% in Europe by 2030. And this is certainly going to be further accelerated and reinforced by the decision of the European Union to phase away from Russian gas. The share of EnRs -- of renewable energy -- should be raised to 65% by 2030. And that was before the decisions were made by various governments in Europe to phase away from the Russian oil and gas. And we have a few examples regarding this. In Austria, we have installed 2 phase shifter branches for the Austrian power grid operator, the utility that is equivalent of EDF, and more such work stations will be required because of the connection of wind power to the existing grid, which means that all the substations will have to be reshuffled and upgraded to integrate these intermittent sources of energy. And here, for instance, in Belgium, we have the biggest energy storage with batteries in Belgium being installed, which will help to absorb the power intermittence in the grid -- variable or volatile renewables. That is, wind and solar. Because solar power in Belgium is certainly volatile. And the story doesn't end here, because we've heard that the customer for this storage area in Belgium has told us that he wanted to multiply by 4 this energy storage capacity. So this is accelerating even further after the decisions which were made by the various EU governors. So greener energy that is more valuable that needs to be saved -- you know that SPIE is very good in this area of energy efficiency. We help sometimes our customers save up to 60% of the power used, and that's particularly true in commercial buildings with a huge market of reshuffling, which is considered to be, according to estimates, close to EUR 80 billion and enjoying sharp growth. But that's also true for the industry, where the return on investment will be 4 years max for energy efficiency of industrial plants, and that's particularly true for fluid management and steam generation. And here, we have 2 examples for Siemens Healthineers, which is everything -- the branch at Siemens studies involved in the health sector with a new station to generate cold fluids, allowing to save huge quantities of CO2. In order to implement these energy efficiency solutions, you need more digital solutions. So you need to have sensors on the equipment as well as monitoring sensors and actuation sensors. So we have developed our own tool, which is called SMART FM 360°, where customers -- whereby customers will have a complete picture of their systems and equipment. It's a tool which has been widely developed and deployed in France in 2,600 sites. And the acquisition of Worksphere has helped us to have access to the tool that Worksphere has developed, which is similar to SMART FM 360°, and even probably better than this one. And this is really meeting our customers' expectations. And the last area where the challenge of zero emission is, is the car fleet. It's an emerging market that has just started to speed up in terms of charging stations at various pace of development, depending on the geographic areas where we're present. We're talking about more than EUR 30 million charging stations in the European Union by 2030. We're very present on this market. The European -- our European presence has allowed us to meet our customers' request who wanted to develop charging stations network throughout Europe. And I'm thinking of Ionity, which is a joint venture between various carmakers -- and allowing to develop superchargers. And here in Paris as well, we have upgraded the Autolib network -- called now Belib' -- in conjunction with Total Energy, where this network will include more than 1,800 charging stations. So these are the emerging areas, which will be allowing to accelerate our growth in the future. This very robust and relevant area of green energy needs to be further measured because it's extremely important, both for our customers and our employees alike. And I will ask Isabelle Lambert to describe the way we measure our contribution to zero emission, and to curbing the climate change effect.

[Interpreted] Good morning. And indeed, for the last 3 years, SPIE has measured its contribution to the curbing of the climate change in all our business areas. As you see in the header, 2/3 of our businesses are contributing to mitigating climate change. And I will be mentioning the 2 set of references that we're using to measure this. So we use the European taxonomy on sustainable activities. We were the very first group using this taxonomy as a barometer. Now Europe has developed what we would call a dictionary of green activities to help remove greenwashing. And with technical parameters plus social, environmental parameters, it helps to earmark financial flows in the future so that they will be allowing the European to reach zero emission by 2050. So the European taxonomy meets 6 environmental objectives, both on climate adaptation and mitigation to start with. And as far as we are concerned, we are more involved in the mitigation part with our businesses. And in the future, a new criteria will be developed to prevent pollution, to protect water resources and to promote circular economy. So that's for the taxonomy. The technical criteria are binary and extremely strict. It means that it's either yes or no. If you're below the threshold, you will not be qualified for an increment of your revenue based on the European taxonomy. And based on the projects which were previously described by Mr. Louette, you will see that in our revenue, 42% of our activities will reduce -- help mitigate the effects of climate change under the European taxonomy. And our main contributor is energy efficiency of buildings, and also the shift in the energy mix to rely on sources of power that are carbon neutral or that have reduced our carbon emissions. And then the third contributor is mobility, that is low carbon mobility, electric vehicles, mainly. I just mentioned the binary nature of the European taxonomy, which is yes or no, and which might seem to be a bit challenging when it comes to actually -- to measure the actual contribution of our businesses. And that's why we're using a second set of references, which is called the net environmental contribution, or NEC, as it is called. And it is like balanced system -- a balance sheet system, minus 100, plus 100, and which highlights all the positive solutions that are contributing to the fight against climate change. So that's -- 23%, that adds up to the European taxonomy measuring of our activities, which is already positive as understood by NEC. So 65% of our activities are on the right side. That is, helping to mitigate the effect of climate change. Now I'd like to say a few words about the CSR road map, which was defined last year, and our objectives are geared towards 2025. So it allows us to have enough time to start some changing in our business model. Based on the EU taxonomy that I've just mentioned with a 42% overall performance described earlier, we have set as an objective 50% on the sustainable -- climate change mitigation impact by 2025. And I will ask the technicians to show you a video, which summarizes our intention to reduce our own carbon footprint, and the example that SPIE is setting in zero carbon emission. [Presentation]

[Interpreted] At SPIE, as a group, we consider it our duty to fight against global warming and climate change. Therefore, we have decided to reduce the carbon footprint by 25% before 2025. Practically, this means that our fleet of vehicles represents 87% of total direct CO2 emissions. That means to reduce the fuel consumption and GHGs, we're going to increase the number of electric vehicles in our fleets. In 2025, more than 1/3 of our vehicles will be EVs. We'll reduce the size and [ parts ] of our vehicles. We'll install charging terminals, and infrastructure on our sites will optimize commuting and will encourage [ early ] work as well. Our objective is to reduce the CO2 emissions in the buildings thanks to better energy efficiency and because they can be connected to renewable energies. And finally, we want to reduce indirect emissions. We'll take several measures to do this. With our suppliers, we'll set ambitious objectives to reduce their carbon footprint. We will reduce the number of business trips and we'll have solutions that better respect the environment. We'll better sort our waste and we'll recycle more. We've joined other companies to define objectives that are aligned on scientific knowledge. And, therefore, we contribute to a maximum of 1.5 degrees, to the benefit of future generations.

[Interpreted] Thank you very much. In the video, you've seen that we've talked about the Science Based Targets. It's an organization that we joined last year. And at the end of the year, they endorsed our ambitions and objectives. That is, it's the most ambitious scenario, which aims at 1.5 degrees. Well, this organization has the latest production and work from the IPCC. That's scientific knowledge. Well, this organization is going to -- looking to the details of our carbon footprint, is going to evaluate the types of commitments that we take. And then they will certify so that we see if we're in line with the efforts made by societies and companies so as to reduce the negative impacts of climate change, and that a maximum of 1.5 degree increase by the year 2100. And therefore, as you can see, these are very stringent objectives. We're very ambitious. And this is short term, the deadline being 2025. As you saw in the video, our direct footprint before anything else is our vehicle fleets, more than 80%, and the energy that we use in other buildings. Last year, our performance, if we think about objectives that we set, was minus 2% for that scope. And the performance was not as high as expected due to a number of things. That is, we didn't get the cars on time. We renew our fleet -- well, more or less 30% of our vehicles, annually. And you probably know that the supply chains have been affected, and they can't send you the cars you've ordered on time. This is going to have an impact on us this year as well, but we'll keep an eye on this in each of our subsidiaries, and we have objectives that have been set at the highest levels in our subsidiaries. Scope 3, our sourcing. We work with suppliers that are committed to reducing their own footprint. The number is 17% for 2021. Now what does that mean? This is a first assessment, you see. It probably doesn't reflect reality. We have 70,000 suppliers. And as we speak, we don't exactly know how many in this total of 70,000 suppliers, how many of them are fully engaged and to which level. But we have specific committees, and we work with CSR teams and procurement in the group. And finally, the social aspects. We've committed to reducing by more than half the serious -- or severe accidents in the company versus of 2019. And also, we'll increase to the tune of 25% the number of roles given to women in key positions by 2025. We had in 2021 as many severe accidents as we had in 2019. Mr. Louette will talk about this later on. And as far as gender diversity is concerned in key managerial positions, and that's a group of 270 people, well, we have made tangible progress: plus 13% women for these key positions. Now I'll hand over to Mr. Louette.

[Interpreted] Well, as you've seen, we've been talking about the growth of our group. And we highlighted the fact that growth is going to accelerate in the years to come. Well, you know what's very important for us, which is the quality of our people. The women and men we hire. We want them to be loyal, stay with us, and they will be working with our clients. This is essential for SPIE Group. It's one of the principal reasons why, during all these years, we've developed employee shareholding schemes. It's a long-standing tradition in our group. It started in 1997, and employee share ownership plans is something we encourage year in, year out. So SPIE employees are the first shareholders of the group. They have 6.7% of the total share capital. The 2021 Share for You scheme covers more or less all the countries where we operate. So we want to have loyal workers, employees and people. We share the value we create with our employees. This is dear to us. And as you can see today, we have Gabrielle van Klaveren, and she's the director appointed by the FCPE . And also [ Jean-Francois Martinier ], who is the Chairman of the Supervisory Board of the FCPE Scheme. They're in the room with us. So as to meet the growth objectives, we need to attract people and have loyal people. If we look at the number of people who left in 2021, fewer people left than in 2019. There are some countries like in Germany, we're even below a level of 6%. We recruited 5,200 people in 2021. And what is dear to us is apprentices as well. If you look at the percentage of apprentices, it's between 4% and 5% of total workforce at SPIE. We hired 1,100 apprentices in addition to the 5,200 recruitments I mentioned in 2021. So the conversion rate that is going from apprentices to employees is very high. Isabelle was talking about health and safety and our objectives. We improved in 2021 versus 2019 in terms of frequency rates, lost time accidents -- frequency rates and the absolute accident frequency rate of total recordable rate. Now if we look at severe accidents, unfortunately, the number is stable if compared to 2019. And as Isabelle was saying, we're working to have a better gender balance. As she said, plus 13% for the 270 most important roles at SPIE. And we do a network called So'SPIE Ladies. They're very active, very much engaged so that we can onboard women easily in the group so that women feel they're recognized in the group so that they can grow in developing the group as well. As you probably know, our boss in the Netherlands -- by the way, this is from Belgium-origin, [ Johanne. ] And she's been with us for a couple of years now, and it really is good to have a woman representing operations on the Executive Committee of our company. Well, those are the highlights, the CSR highlights. Now let's continue and talk about the outlook, what we're going to do in 2022, what we think we're going to do during this period. First, a number of key points. We've insisted on the fact that our markets are growing. There's the energy transition and the digital transformation. These are some of the key markets. Now to seize the growth opportunities. Well, you know that SPIE's geographic balance is quite satisfactory today. We have 3 main countries: France, Germany and the Netherlands, more than EUR 1 billion in revenues for each of those. And, therefore, they have leadership positions on their markets. We have a business portfolio which is highly diversified. It covers the full scope of economy, and we pay special attention to the fact that we want to keep our clients. As Jérôme said earlier on, the financial structure of the group is very solid. Therefore, we contend that we can continue and speed up with the growth policy that we have in Europe. This solid financial position is something that we gained thanks to cash flow generation. Cash flow generation was very good all of these years. This is -- you see an element that's at the heart of our business model, and we've always managed to stick to the business model of ours. And then we want to attract more people and to retain them. This is something very important for us today so that we can grow. Now what does that mean? Practically, if we look at the 2022 guidance, organic growth will be of a minimum of 3%. Therefore, we're going to accelerate versus the pre-COVID period. We're going to continue to improve our EBITA margin. We continue and make progress, even though there's a slight short-term dilutive effect of Worksphere. We'll accelerate, we think, in the field of bolt-on acquisitions. The objective is EUR 250 million. That's our target for the year. And as Jérôme said, the leverage ratio, even with bolt-on acquisitions and with the inclusion of merger of Worksphere, we will have a level -- a lever that's going to be stable compared to 2021. Now this outlook is something we worked on at the beginning of the year before the crisis in Ukraine. Now what about this crisis and its effects on our group? We had 60 Ukrainian employees who were working for us either in Poland or in Germany. Some of them are now on the battlefield. And this is extremely shocking, thinking that people will take off their overalls and take weapons and fight in the 21st century. This is highly shocking. We've taken care of their families. This is the effort we made so as to provide them with the best support. And more particularly, our employees and workers in Poland, they were very much involved in hosting and welcoming the Ukrainian refugees. As far as our business is concerned, there's little impact today. We didn't have any business in these countries, neither in Ukraine nor in Russia. We have some customers who are impacted indirectly, but not much. Now in the midterm, what about the midterm? It's always difficult to know how the crisis is going to develop. But this has a midterm impact. Also, that is based on immediate decisions such as reindustrialization in Europe and also changing the energy mix as well in Europe. And finally, since this is a general meeting of shareholders, I can confirm that our recommendation for the next general meeting is a dividend of more or less 40% of the net adjusted earnings, very much in keeping with the dividend or payout policy as Jérôme has explained earlier on. But apart from the outlook for 2022, well, 7 days ago, we presented something to the investors. We shared the midterm outlook with them. So we had an Investor Day, and we focused on our development objectives for the years to come. And what we think we're going to do is that we're going to speed up with the organic growth to the tune of 4% minimum as an average from now to 2025. Our EBITA margin will have to increase again to reach 6.7% in 2025. We'll accelerate with our M&A model. We are a compounder. We consolidate the companies we take over. And we have another strong commitment in the group, which is to have a cash conversion of 100%. That's the difference between operating income and operational cash flow -- operating cash flow. And Isabelle also insisted very much on the CSR objectives. We're going to continue as to meet our objectives in the years to come in the field of CSR. So that's for the midterm outlook. And please rest assured that all of the SPIE managers are involved and all of our workers and employees. They buy in to these commitments. They're proud of the group's development, proud of our CSR commitment. And we, therefore, trust that we'll be able to meet these midterm objectives. Thank you very much for your attention. And now we'll continue with the administrative part of the General Meeting of Shareholders. I'll hand over to our auditors.

[Interpreted] Thank you, Mr. Chair. Thank you, ladies and gentlemen. Ladies and gentlemen, members of the Board of Directors, on behalf of the statutory auditors, I'll be briefly summarizing our work as for the fiscal year ending December 31, 2021. First of all, we have performed a series of audits to approve the consolidated and social accounts and statements of your company as well as the third-party agreement. And in the framework of the resolution scenario displayed here on the screen, and which require specific checks, as per the French Code of Commerce, we have reviewed all the information provided to you and the reports produced by management. First of all, we have no reserve as to the certification of the annual income statement and the adjusted account for 2021. We have highlighted in our report some areas that deserve more particular attention. This year, for instance, the impact of a change in the registration for the compensation systems and the consequences of the COVID-19 pandemic. We have also reviewed the securities for the annual accounts and the acknowledgment of the income and the goodwill evaluation for the consolidated accounts. We have also made specific audit as to regarding various aspects that are presented here on the slide in the management report. We have also checked the electronic format of the accounts, and this does not call for particular observations on our side. Our special report on the third-party regulations will -- find out the following. No new third-party agreements for 2021 and the commitment with the sponsors, which were defined in May 2015, were still executed in 2021 as per the 2015 terms with no changes as of today. It's a very long text here, but shareholders are asked to delegate to the Board of Directors a series of transactions, a reduction of the capital and regarding namely the shareholding scheme for the employee, the granting of free shares or the issuance of shares or value -- different values with or without the preferential subscription right. We have made sure that these transactions are compliant with the law. And we've also -- regarding the capital decrease, we have checked the pauses and the prerequisites. The price of the shares that you are asked to allow, and also the conditions by which free shares are to be granted. We have no observations to make regarding these transactions, but we will be publishing additional report for the effect and the consequences of such delegation. So that's the report from the statutory auditors.

[Interpreted] So thank you to our statutory auditors. Before moving on to questions from the floor, I'd like to mention that we have not received any written questions from our shareholders. We are now available to entertain any question you might have. Don't forget to introduce yourself first. And in order to make sure that we give the floor to the highest number of you -- that is, for the next 20 minutes -- we will ask you to be asking your questions very briefly, and to limit the number of questions to allow for the maximum of people to ask questions. I see one first question.

[Interpreted] Good morning. My name is Jean-Francois Delcaire. HMG, Asset Manager. I came here in 2018, here in this very place. Thank you for all these very comprehensive presentations, and congratulations on the business result to the Board and to the management for the flawless management and leading of this company. And also congratulations on CSR and the European Union taxonomy. I'm a general asset manager, and I have seen very few companies displaying such clear and transparent figures about your commitment regarding the EU taxonomy. I have 5 questions plus one bonus question, and I will kindly ask people here to accept the trivial nature of my questions. But I'll be very brief. Now if you're tired with my questions, I'll be firing with 3 questions first, and then we'll see. My first question is topical, of course, it's the high inflation rate, the high price of commodities and also possible pay raise. Could you please tell us more about the SPIE model and the impact of the inflation rate on your pricing? And this new inflation? Because it's something that companies are faced with for the first time. And what will be the impact on the margins? Will it have a dilutive effect or a neutral impact? So that's for the first question. The second question is the following. It's related to your business strategy. What about your organic growth and the margins? Your organic growth has been ranging between 2% and 4% year in, year out. And operating margin has been always standing between 6% and 7%. So could you aim for higher? And would you be ready to have a higher growth rate and a lower margin? Would you accept that? So you know the shareholders are always asking for more.

[Interpreted] I've noticed. Yes, I've noticed.

[Interpreted] And the third question is about M&A. Once again, I'd like to congratulate the Board for having missed the EQUANS opportunity. Ironically, I think it was -- your discipline was quite right, and your decision was quite right. So congratulations on this failure. What about the M&A for 2022? Any forthcoming and significant mergers and acquisitions in the pipeline in addition to the bolt-on acquisitions? Will there be acquisitions of the same size as Worksphere in 2022? I'll stop here. These were my first 3 questions. Thank you for all your answers.

[Interpreted] Thank you, sir. And thank you for having complied with the rule of a short number of questions. Now regarding this -- the first question on inflation rate, it's true that it's a more sudden and sharper than in the past. So most of our contracts are subject to indexing rules -- that is, rules which will more or less reflect our cost base. And it's usually relevant. And the calculation formula will differ according to the countries and the type of contracts. The second type of protection for us is that -- more than 50% of our cost base is payroll. That is, head count. And that is the -- our own employees plus that of our subcontractors. And when you consider the inflation rates for salaries at the moment, they're very -- they're lower than the general inflation rates that are currently observed. And most of the inflation rate is due to higher energy prices. We have annual bargaining processes in all countries. And so collective bargaining agreements. These allow us to have visibility on the payroll. And regarding the price of power, in our direct cost is 1% of our costs that are directly related to the gasoline to be put in our vehicles or in our equipment. So that was for the correlation between the general inflation rate as observed and our cost base. Now part of our contracts are based on an index and pegged to this inflation rate. Other contracts are short-term contracts with our customers. And those are frequently upgraded in our database and the database that we're using for our quotations. So we have to update this quotation database more frequently. So our quotes are updated very quickly since these -- sometimes these work sites are very short term, so we can keep up with the pace of the inflation. In some areas, we have to go back to the customer and renegotiate, and what really matters here is the quality of relation with our customers -- with our long-term customers. And so that's why it's important to have such a base of loyal customers and also the fact that our customers are quite mindful of all the arguments we're putting forward because, indeed, they are aware of the fact that they will have some difficulties in finding a substitute supplier. So in relation to your idea that we're going to improve our margins, we don't want to take too much advantage of the situation. Of course, we want to make sure that we are recognized. The levers and the drivers that I've just described are helping us cope with this situation. Now the validity of our quotes is far shorter than it used to be, and we allow ourselves the right to increase our prices at the very last minute, if the inflation rate were to soar again. The first quarter margins were not impacted, and we are confident as to SPIE's capacity to be up to its objectives in spite of the inflation. Considering the balance between organic growth and margins, we do not have any measuring tool for this, at least to measure it in a very fine manner. The difference between SPIE and EQUANS, for instance, is that our margin is a priority. Now in a context that is favorable, you have to make decisions -- the customers demand, the resources available and the margins that can be generated. The general context is more enabling than in the past. That's why we're aiming for organic growth, and that's why we think we can speed up organic growth, and keep on improving our margins. And beyond 6%, these margins are amongst the best in our business sector. Now we've said 6 -- 7% in 2025. It doesn't mean that it's the end of the story, but it means that we'll have midterm milestones. Regarding M&A, I'll ask Jérôme to answer.

[Interpreted] EQUANS indeed, I wouldn't talk about a failure, but rather that -- a withdraw. Regarding M&A, of course, we're enjoying a still highly fragmented market even for the leaders on the market. The pipeline is still very rich as I've observed over the last year. The pipeline is really flowing steadily. Now we have some projects that are being reviewed, allowing us to see that our guidance is realistic regarding bolt-on acquisitions. But as to the M&A scheduling, it's not by the month or by the quarter that you know when the acquisitions will be made, but what is in the pipeline is consistent with what is observed over the past years. Now for the other acquisitions, it goes hand in hand, markets will be generating some traction, by some investment funds, but the number of opportunities is high enough, allowing us to be extremely selective and picky about what we really want. And it all depends on the one-on-one relations and the bilateral negotiations so that we can avoid the auctioning system that we have observed over the last year, with a slight inflation on the possible targets.

[Interpreted] [indiscernible], an individual shareholder. In the registration document, you're saying that SPIE is ready for the 100 years to come. Is this really the case? 100 years. That really is the long run. This is impressive.

[Interpreted] But you see, we've not given any guidance then for the 100 years to come.

[Interpreted] Well, in any case, you wouldn't be here to be able to talk about those. I wouldn't either.

[Interpreted] Then it would be easier, no responsibility. Anyway. Right. Of course, this is a bit of a joke because we were celebrating 120 years in 2020. SPIE started in 1900 -- Société parisienne -- for the electrification of the Paris Metro. And now we've gone beyond the Porte de Champerret part of Paris. So 120 years, that's what we wanted to celebrate. But unfortunately, that's when COVID, hit and Pascal Omnès was very sad about this. So we had to be much more discrete. We said, okay, we have -- we're 120 years old, so we're ready for the 100 years to come.

[Interpreted] I have another question. You said that the dividend payout was EUR 0.60 per [euro, says the speaker]. Now on Page 35, in the convening brochure, in the French document, when I look at the past 5 years, you're seeing dividend per share, EUR 0.59.

[Interpreted] No idea whatsoever. We'll look into this.

[Interpreted] Does that mean that there's a tax on our own taxes?

[Interpreted] No. No, no. We don't do this in this house. We're going to check the numbers. [CFO said.]

[Interpreted] In any case, I can confirm EUR 0.60 per share. That's the dividend. And as we said, the remainder is EUR 0.47. That will be paid out in May.

[Interpreted] Okay. I have 3 questions then. About the corporate accounts. So EUR 7,200 for [ UTIs ] that are identical from 2020 to 2021, end of December.

[Interpreted] Well, that's a very specific question. I'll look into this, [ Philippe Delanghe ] out of Accounts will try and answer that. He's looking at the number that you're talking about.

[Interpreted] It's in what you call the social report.

[Interpreted] If we can't answer today, we'll answer later in writing.

[Interpreted] So I have another question. available cash. It's still in the same report, EUR 35,587 in December -- end of December 2021. How can you pay several million worth of dividends in May?

[Interpreted] Well, the dividend we pay out is paid out because, of course, there's a cascading effect in the legal organization of SPIE that is operating BUs, pay also an amount to the group. And it goes up. And therefore, we have enough money to pay out the dividend that's voted each year. Don't be afraid about this.

[Interpreted] And finally, another question. Final question. There's an increase in the tax level of the company, whereas in 2021, if I look at the bottom line, the bottom line really has decreased a lot. 2020, we had EUR 16.7 million. And in 2021, EUR 19.9 million more or less.

[Interpreted] Okay. You're talking about what we call the company accounts or the results of our different BUs do not necessarily exactly reflect the overall evolution of the financial performance of the group. So maybe we've had more flows going up, but what you should pay attention to is the evolution of our performance that you will find in the consolidated financial statements.

Good morning. I'm a shareholder as well. And also an ambassador for the institute capitalism [indiscernible] responsible capitalism. I have 3 questions about CSR. I'd like to thank you for these presentations on CSR. They're very clear and comprehensive. My first question is will the company have a vision, that's my question. Do you want to have a vision for the company. Second question, what's the part of parents connected to CSR? I know this is qualitative, you have 30%, I think. But it's not really explicitly said in the documents. And my third question, in this universal registration document, I couldn't find anything as about nonfinancial ratings. Thank you very much.

As far as our mission statement is concerned. Some companies have been studying this. Others have a mission statement or vision. Well, we're just starting to think about this. And if we were, if we were to choose something to have a slogan, it would be like any other projects in speed, it should be bottom up. We should listen to the employees first, the people with the boots on the ground. It should represent the very meaning of the group to the employee. As Isabelle said earlier on, as far as energy transition is concerned, we're on the side of solutions. We've been hammering this in for a while. This is quite credible and it makes sense. It's perhaps along the lines of what you call a mission or mission statement or vision. Then number two, you were talking about variable pay, yes, I have KPIs connected to CSR, corporate social responsibilities. For instance, the carbon footprint of the company. And also, we have performance shares granted to the employees as long as performance objective is met. So we have another criterion connected to carbon. And that's true for the top 200 managers in the group. We have a variable pay that uses these KPIs. And since last year, we introduced a criterion connected to decarbonization with very tangible things. In some cases, it's the electrification of our fleet of vehicles, et cetera. So we use these criteria at different levels in the company. And as you've probably noticed, these are criteria that are measurable. We measure them even though it's part of the quantitative set of criteria. We measure that. And your third question is on financial ratings. I'll hand over to Isabelle. She's worked an awful lot on that with the rating agencies to fully describe our business, I think she will give you more information on that.

Well, as far as our rating is concerned for non-financial rating agencies are concerned what we do is that, well, there are hundreds and thousands of agencies that keep on bringing you. So we choose the agencies that the investors usually prefer so that we get in touch with them and discuss that. And we focus on Sustainalytics, MSCI and visual areas and last time we had an Investor Day, and that was a fortnight ago. We presented our performance to these 3 main rating agencies. And for MSCI, we're in band A. For Sustainalytics, our level is low risk, that's the level. So we're in the top 5% or top 6% companies in this sector in the industry. And for visual, we are rated goods and services to industry, and we're #2 in this industry. So these are all ratings. We have a summary slide in the Capital Market Day, deck that we organized 2 weeks ago.

Thank you, Isabelle. [indiscernible] I'm in charge of the group financial statements, accounting that is an answer very specifically your question on these EUR 7,000 of securities these are SPIE treasury shares. These are treasury shares. Question of microphone in -- sorry, I can't translate the question. These are historic values that is shown in the company accounts, a total of 390 of those securities. The return at the end.

Question #4, a few words about your shareholding structure we could perhaps listen to BPI. BPI is going to appoint a director, I think so I'd like to understand the reasons why did BPI choose SPIE? I'd like to know that. And why did the BPI Board decide to invest in SPIE? And maybe you, Mr. [indiscernible] or the Board could tell us, I think there was a rumor that was a [ Umber ] had become shareholder in SPIE Group. Is that true or not? Have they reached a certain threshold? If we look at your bylevels? And did you discuss with them, that's for the shareholders. And my fifth question has to do with governance. Question to you, perhaps. And then if -- that's a mentioned company is managed by AFG. And AFG produce documents saying that there are 2 things they don't like. When we have free shares, and that's Resolution 28. These free shares are not fully -- or the performance conditions are not fully disclosed. So maybe could you build on that? And also, there's the audit committee, there's something that don't really like. I think Mr. [indiscernible], they consider Mr. [indiscernible] is not totally free or independent. So could we perhaps have something on this and then I have an extra question, if I have time enough.

As far as Umber is concerned, they are a minority shareholder. I think from what they said, they have less than half a percentage in the equity structure of the group. The share capital of the group. They are the shareholders, so we meet them from time to time. That's normal. We respect our shareholders. That's all we can say about Umber. And given the percentage that they own, we don't meet them weekly. Easy to understand. Now, Pascal will answer the other questions, I think.

Well, as far as the AFG is concerned, the independent director is concerned, the interpreters is doing their best. The microphone is not working. Beyond 3%, you're a significant shareholder. It's very important. It comes from -- oh, we can't hear Mr. In the room count Mr. Colbatzky. There we are. As was a the AFG criteria, they're saying, you're not independent, if you have more than 3% of the share structure, the [indiscernible] code says the threshold is 10%. We are a French company. We follow French law. And we follow the French code of governance. We don't use any other criteria. I'm very surprised to see that AFG uses a criterion from a foreign code to apply it on a French company. So a director is independent if they don't have 10% of all voting rights or the capital. This is what French code says. This is what we follow and do. This is what most French companies do. This is what we're assessed on each year, we get a report from the IMF and the [indiscernible], and they see if the French companies follow the French code. That's your second question. The other question about governance, yes, performance shares. And as far as performance shares are concerned, there are 2 criteria that we don't talk about when we release the plan, but we do this later on. We communicate when the plan comes to maturity. And these are the financial objectives and the criteria connected financial objectives because some investors were seizing this opportunity and they were questioning and challenging our guidance -- our yearly guidance, which means that, well, these are budgetary items, we consider that to start with or confidential. But as you will see, and this is what we did in 2019. With these schemes or plans we say how much was attained, and we tell you if we've managed to meet the objectives or not. That's it for your, 2 questions, I think.

And there was a question regarding BPI I will ask Mrs. [indiscernible], who is the Director, appointed by BPI join the Board of Directors.

Thank you. I'm [indiscernible], the permanent representative of Bpifrance, the Board of Directors of SPIE and I've been here since March. I'd like to explain why Bpifrance is involved. As you know, it is a bank for companies and entrepreneurs, a one-stop shop for all French businesses, offering investment solutions and equity solutions regardless of the maturity of these French companies. So we fund and grant loans for all types of companies. And for equity, we also present with tools allowing to -- how very small companies as from EUR 500,000, high cap and lower cap, and we've created Lac1 fund recently, which has invested in SPIE bank shares. We are aiming a size of EUR 5 billion. So as to foster significant investment in French-listed companies that are supported. In the same way as we support smaller-sized companies with the same financial performance objectives. And regarding SPIE beyond the high performance of this company and it's promising outlook in the future, the fact that we're supporting company that is at the very heart of digital transformation and energy transition was the driver for this decision. Thank you.

I'm an individual shareholder. I have a question about your business strategy. You have outlined all the key element so that you will be involved in hydropower, solar power and wind power, would you consider one day making an acquisition and make use of all your tools so that you will be a utility yourself. That is a power generation company.

Well we are present in the services to utilities. So T&D, that is transmission and distribution, substations, et cetera, we are involved in energy efficiency and maintenance. We have a strong presence on maintenance in many power generation plants, and I'm thinking of nuclear powerplant to start with, where we are one of the leading or the leading provider of EDF for the maintenance of their reactors. But we do not consider being present in power generation because it's capital consuming type of business. Our working capital requirement is negative. So we work with what is paid out by our customers. That's our business model. And as Jerome said, we invest in acquisitions once we've paid our shareholders, so our business model is completely different and would have great difficulties in being involved in power generation and all the infrastructure and capital consumption it requires.

You've said that you have in 2021 had 1,100 apprentices, after they graduated, how many of those were actually hired?

No, 1,100, where there was a number of those who were recruited. In Germany, it's 80% of those were employees. And when we talk of apprentices, we are quite often talking about students who have sandwich courses. It can be a college and university level, and it's a very good way for them to have hands on practice of their future jobs to understand what is the company all about and how it works. So this apprentices have a 2-year, 3-year training in sandwich courses, and then we make an informed decision that is we offer them to work with us -- and work with us, and therefore, there is success rate is very high. It's high satisfaction level for these apprentices have been at SPIE for the last 35 years, and I've met people who were 35-years old or 40-years old and they started as young apprentices at SPIE. And there were now tutors or mentors or coaches for the young apprentices that were joining us. And I think it's really rewarding for these people.

We've received 2 questions online. One is to the CEO, when will the share be the stock price of EUR 25? Now be aware the attempt to manipulate the stock price. Second question is, do we have any quota as to the number of foreigners that are recruited as employees?

So for this particular question, there are no quota. There is no minimum or maximum number of foreign employees that are recruited. And when you see the diversity of the business lines at SPIE and the way people are being integrated in the company. When I go to the worksites and visit people, I have met employees who've joined SPIE by very different ways. Now regarding the stock price, I will certainly refrain from manipulating our stock price. It all depends on you. I'm returning this question back to you.

Now one very last question because times up for the questions. Regarding free shares, I don't think we were talking about performance share. AFG was about the 28th resolution or 26th resolution. Now 28th resolution, is it 3 ordinary shares? Now these are performance shares. Now my last question is following Mr. Louette or Mr. [indiscernible], when shaving in the morning, what are the challenges you think of I've been thinking about the current economic situations, you've reminded us about the presence of SPIE in Germany, with an area that is closer to us, and that is also close to Ukraine. Are you concerned about the general context? Recruitment is also an important aspect are you concerned by M&A.? No, of course, you shouldn't think about all that because you might be cutting yourself while shaving. What are your thoughts about the future strategic vision of SPIE and what are the current and future challenges or the challenges you think of in the morning?

Well, one of the highlights as was said earlier, is about attracting talents and retaining them in a context where we need people that are skilled and experienced. So that's one of our main concerns so that we retain these people so that we can carry on with our business at SPIE that is grow, transform the business and go through constant transformation stages that has allowed us -- that have allowed SPIE to become #3 in Europe in energy services. Now my concern is what will be the next step? What would be the next transformation? What will be the next phase for the group? While keeping in mind that we need to keep on providing services to our clients every day, therefore, maintaining our positioning and retaining our employees and while being aware that in order to retain human resources at SPIE, we have to make sure that people have a meaningful job, and that's why we're very at SPIE to be at the very heart of the energy transition process.

Now times up for the Q&A session. Thank you the interest you have demonstrated through your questions. We are going now to move on to the resolution. So the final quorum is [ 74x36% -- ] sorry. 30 resolutions, 17 are of the ordinary Shareholders' General Meeting and 13 to ordinary matters. So by show of hands, you will ask you to express your vote. We will first ask those who are voting against to raise their hand, then we'll ask to those who abstain, and those who will not have showed their hand will be considered as those who voted in favor. We have to have a majority of 50% of the balance for the ordinary shareholders' meeting or 2/3 of the balance for the extraordinary matters. I will be reading only the titles of the resolutions because the full explanation of the resolutions are to be found in the convening letter, which was found also. This is to be found also on the website and which have been made available to you at the entrance of this room. Starting with ordinary matters for the ordinary Shareholders' General Meeting. Approval of the company's statutory financial statement for the financial year ended December 31, 2021. Who is against abstentions? [Voting]

Okay. Second resolution, approval of the company's consolidated financial statements for the financial year ended December 31, 2021. Against? Abstentions? [Voting]

Third resolution, allocation of the financial year ended December 31, 2021, and setting the dividend at EUR 0.60 per share. Against? Abstentions? [Voting]

Fourth resolution, approval of the regulated related post agreements and iterating referred to Article L-225-38 and following articles of French Commercial and statutory auditor's report. Against? Abstentions? No. [Voting]

Fifth resolution, ratification of the appointment of Mr. [ Hollenberg ] as Director of the Board of Directors. Against? Abstentions? [Voting]

Number 6, renew all of [indiscernible] did we give [indiscernible] Director of the Board Director for 4 years. Against? Abstentions? [Voting]

Seven, ratification of the appointment of Bpifrance Investment as Director of the Board of Directors. Against? Abstentions? [Voting]

Eighth resolution, renewal of the mandate of Mr. Gauthier Louette, as Director of the Board of Directors for another 4 years. Against? Abstentions? [Voting]

Nine, renewal of the mandate of Mrs. Regine Stachelhaus as Director of the Board of Directors for 4 years. Against? Abstentions? [Voting]

Ten, renewal of the mandate of [indiscernible] Invest assets as Director of the Board of Directors for 4 years. Against? Abstentions? [Voting]

11, appointment of Mr. Christopher Delbruck as Director of the Board of Directors for 4 years. Against? Abstentions? [Voting]

12, renewal of the mandate of EY [indiscernible] statutory auditors for 6 years. Against? Abstentions? [Voting]

13th resolution, approval of the fixed, variable and exceptional components of the total remuneration and benefits and in kind attributable to Mr. Gauthier Louette, the Chairman of the and CEO for the year 2021. Against? Abstentions? [Voting]

Approval of the compensation policy for Mr. Gauthier Louette, our Chairman and Chief Executive Officer. Against? Abstentions? [Voting]

15th resolution approval of the information mentioned in article L22-10-9 of the French commercial called. Against? Abstentions? [Voting]

16, approval of the directors' compensation policy. Against? Abstentions? [Voting]

Authorization -- 17th resolution, authorization went to the Board of Directors to trade the company's trades in the limit of 10% or 5% of the equity and a payment in return of external growth operations, maximum EUR 33 for 18 months. Who's against? Abstentions? [Voting]

Now extraordinary matters, #18, authorization counted to the Board of Directors to reduce the company's share capital by canceling treasury shares within the limits of 10% for 24 months for a total duration of 26 months. Against? Abstentions? [Voting]

19, delegation authority to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts, that are accepted for total amount of more than EUR 14 million. That is more or less 20% of the taking capital for a duration 26 months, whose against? Abstentions? [Voting]

20, delegation of authority to the Board of Directors to increase the share capital increase with preferential subscription by issuing shares and other securities. So that's 50% of working capital and EUR 1 billion for securities for a total duration of 26 months. Who's against? Who abstains? [Voting]

21, the delegation of authority to the Board of Directors to increase the share capital increase with preferential subscription rights by issuing shares and or other securities. The article references 411-2 of the French monetary and financial cost, EUR 7.4 million. That's 10%. And we have securities for EUR 1 billion. Who's against? [Voting]

Could we a count perhaps, those against. I think we have 5 numbers in cards shown here. 6 perhaps, perfect. Who's going to abstain? [Voting]

22, delegation of authority to the Board of Directors to increase the share capital in case of article 411-2 of the Monitoring Financial Code. Capital has increased EUR 7.4 million, that is more or less 10% of the share capital, which is EUR 1 billion for a total duration of 26 months. Against? Who abstains? [Voting]

23, authorization constitute Board of Directors we do set the issuance price on bases of what was decided by the general assembly with a limited 10% of the share capital per year for a duration of 26 months. Who's against? Who's abstaining? [Voting]

24, authorization granted to Board of that is to increase the amount of issuances with or without preferential subscription right, limit is 15% for initial issuance and this will last 26 months. Who's against? Who would like to abstain? [Voting]

25, delegation of authority to the Board of Directors to increase the share capital to -- with a limit of 10% of the share capital to maximum length 10% of the share capital for total length of 26 months. Who is against? Abstentions? [Voting]

26, selection of authority to the Board of Directors to increase share capital by issuing reserved for employee savings with our preferential subscription rights, that's for those who are in as plan, maximum number amount, EUR 2 million, that is 2.6% of the share capital, for totaling of 26 months, who's against? Abstains? [Voting]

And 27, delegation of authority to Board of Directors to increase the checkup by issuing shares reserved for designated beneficiaries of preferential subscription rights for special beneficiaries, EUR 2 million, therefore more or less 2.6% of the current share capital, and this is to last 18 months. Who's against? Abstentions? [Voting]

28, authorization granted to the Board of Directors to issue free new for existing shares to the benefit of employees and directors of the company and other group companies 0.5% of the number of shares at of the decision when we go on for a total duration of 15 months. Who's against? One abstention, okay, abstentions? [Voting]

29, amendment of Article 15 of the company's by law so that they have a minimum of 1,500 shares that it has to have when they get the compensation or remuneration. Against? Abstentions? Comment off microphone. [Voting]

Resolution #30, [indiscernible] formalities. Who's against? Abstentions? [Voting]

Thank you. Well, don't do post I think we have voted on all of these resolutions. Now we're going to take a little while, Some minutes so we can compute all of that. And in meantime, we have a couple of videos for you to illustrate what we do at SPIE. First video is about inspection of -- sorry. First video is on commercial buildings. Commercial building. You will see what we do in commercial buildings, and this is connected to energy efficiency. [Presentation]

Well, finally we have a video for the telecom business, we listen to one of our employees, who's talking about the main objectives and what he does with the customers so that we have quality networks. [Presentation]

All right. I hope that we are ready and we'll be sharing results. That's clear. We're almost there. Well, in well, we received another question online. My question is, will SPIE be engaged or committed in the future EPRs. The answer is a clear yes. As you know, we have a program for future EPRs. And that's a very important program for the nuclear base in France. This is more or less 0.5% -- sorry, half the historic program. 50% of the program and SPIE focuses on nuclear business and also in Flamanville, we're in charge of installing general electricity for the Flamanville EPR. So SPIE will be a player, a leading player with the new EPRs. Those all in all, 6 EPRs that will be launched in the years to come, and they will be commissioned more or less in 2035.

Now, we have the results. I'll be quick. I'll give you the percentage those voting for, so that afterwards we can listen to our Chairman. Resolution #1 99.98%; #2 -- resolution #2, passed 99.98%; resolution 3, with the dividend at EUR 0.60 per share, passed 99.99%. Next, that is regulated out agreement is 96.5%. Ratification [indiscernible], 93.35%. Number 6 -- resolution #6, appointment as a director, 93.25%. All this is of course, passed. #7, Bpifrance as Director, passed, 98.56%; resolution #8, renewal of the mandate to office for Mr. Gauthier Louette, 74.44%; resolution #9, renewal of the term of office of Regine Stachelhaus, passed 99.17%. #10, renewal of the [indiscernible], 84.27%; 11, Mr. Delbruck as Director, 99.98%; #12, renewal of EY as statuary auditors, endorsed 91.77%; 13, approval of [indiscernible] exceptional pay for the CEO for year ending 31st of December 2021, 89.83% in favor; #14, approval of the compensation policy of Mr. Gauthier Louette, 92.38%; #15, the approval of information mentioned in article L22109 of the French Commercial Code, passed 98.28%; Resolution 16 -- 15 -- 16 approval of directors' compensation policy, passed, 99.62%; #17, authorization granted to the Board of Directors to trade in the company's share, passed 99.99%. Then for extraordinary matters, resolution #18, authorization given to the Board of directors to reduce the company's share capital by canceling the treasury shares, passed, 97.73%; 19, delegation of authority to the Board of Directors to increase share capital by capitalization of premiums, profit of amount, passed, 99.91%; #20, the delegation of authority to the Board of Directors to increase the share capital at with average subscription rates,90.88%; #21, delegation of site to Board of Directors to increase the share capital issues without preferential subscription rights shares, except for those covered by Article L4112, the French monitoring financial has got 92.05%, passed; #22, delegation authority to Board of directors said to increase the share capital without preferential subscription rights, and that's covered by Article 1 -- paragraph 1 of Article L4112 of the French Monetary and Financial code, passed, 85.79%. #. 23, authorization granted to the Board directors in turn pressure shares in accordance with the terms and conditions set by the General Shareholders Meeting in the case of a share capital increase without preferential subscription rights through public offerings with a limit of 10% a year, passed, 87.94%; #24, authorization granted to the Board of Directors decided to increase the amount of issuances with or without preferential subscription rates, passed, 83.61%; 25, delegation of authority to the Board of Directors to issue shares or other securities giving access to the share capital and all securities giving entitlement to allocation of debt securities with a limit of 10%, adopted 68.97%. #28 -- 26, sorry, delegation of authority to the Board of Directors to issue shares results for the numbers of our employed savings plans. And those 98.27%; and 27, delegation to the Board of plan is to increase the share capital by in shares reserved with designated beneficiaries without preferential subscription rights, passed, 98.24%; #28, authorization on the Board of Directors to issue 3 new existing shares, the benefit of employees and directors of the company and other group companies, passed, 93.37%; amendment of Article 15 of the company by laws, 97.9% more or less; and #30, powers for legal formality, passed, 99.99%. To those in the room, as usual, in the days to come, we will publish all of these results that will be available on web page, and then we'll hand over again to our Chairman.

Thank you. Thank you, Pascal. We have exhausted all the items on the agenda for today's general ordinary and extraordinary shareholders meeting. We'll meet again next year. I wish you in good health by then, and I'm hoping that the conflict in Ukraine will end, in the meantime, particularly for all the populations impacted by the conflict. And I can guarantee you that by the next general meeting, we will be working hard and striving to maintain our business model and create value for our shareholders, whom we would like to thank for their attendance today. Thank you all, and I wish you a very nice day. And this meeting is now closed. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]