SPIE SA (SPIE) Earnings Call Transcript & Summary

So ladies and gentlemen, welcome to this SPIE SA Annual General Meeting, and delighted to welcome you here alongside with the Board of Directors. And again, thank you for attending this session. We have here, Jérôme Vanhove, who is our CFO; and Pascal Colbatzky, who is Head of the Legal Department. This is an open meeting. It is being webcast. The video recording will be available on the company website after this session. And of course, you're listening to the English translation. Right. Well, before starting, let me point out that this combined general meeting was convened upon the first invitation. All the legal announcements regarding this meeting were done in the -- according to legal provisions, you have the accounts, reports and documents available on the table. If you will recognize this, it is not for me to appoint the members of the officers of this meeting, check on the quorum and remind you of the agenda. I will be chairing this amongst the shareholders, representative of the shareholders. You have the FCPE SPIE for you, which is the mutual fund of SPIE, represented by the Supervisory Board Director -- Head of the Supervisory Board Madam Annie Bildgen. She will be the first teller. The second teller will be Jean-Francois Delcaire, who is HMG Finance will be the second teller. So Mrs. Bildgen, Mr. Delcaire to accept this position. Thank you. And then Christopher Allen, who represents the legal department, will be doubling up as secretary of this AGM. And regarding the quorum, the share capital includes 168,073,514 shares. You have to remove the treasury shares, 390 shares to get the reference number of shares. Taking into account the double voting rights, the total voting rights represent 184,998,844 shares. Number of shares held by shareholders either present or having voted by mail is [ 125,000, 18,000 and 176 shares ], 74.38% of shareholders with voting rights, which is above the 20% and 25% forms needed for decisions to be taken in the ordinary and extraordinary AGMs upon the first meeting. The AGM can therefore take decisions. The decisions in the ordinary part need a simple majority. For the extraordinary part decisions, will need a 2/3 majority. Now this meeting will be asked to vote on the item of the agenda that was passed on, in the notice that was distributed prior to this AGM. We haven't received new resolutions and no changes were made to the agenda. And so let's -- I will not read the entire text, of the text nor shall we read the reports of the Board whose -- that can be found in the Universal Registration Document or the convening notice that were made available prior to this meeting. Let's go through the highlights of this company in 2024 regarding this AGM. So I will go through some of the highlights of 2024. Then Jérôme Vanhove, who is our CFO, will go through the financial highlights. Isabelle Lambert, who's in charge of sustainable development, will look at our objectives for 2025, especially as regard to the environment and human capital. We'll also indicate our climate objectives for 2030. After the presentations, I will give you an outlook of the group, and I'll ask Patrick Jeantet, who is the Lead Director and Head of the Appointments and Compensation Committee, to come and present the proposals regarding the appointments of directors and compensation issues. The auditors will present their reports. And as part of these presentations, a few videos will be shown. After the presentations, shareholders will be given a chance to give good questions. Shareholders online can put their questions in writing. These questions will be grouped into themes and we'll provide answers and then we can vote on the resolutions. Let's start off with a video on the highlights of 2024. [Presentation]

Right then. So let's look at the highlights of 2024. 2024 was the -- well, the Olympic year. It was also an Olympic year for SPIE because we broke all our records. We had double-digit growth in revenue, up 13.7%, significant increase in our EBITDA margin, plus 50 basis points compared to 2023 to 7.2%. Free cash flow reached the high point at EUR 570 million and conversion rate, cash conversion, which is also a significant item for SPIE, 122%. A significant M&A activity, EUR 457 million revenues on an annual basis acquired in 2024, and we developed our leadership in sustainable development, 49% of our own revenue is in line with the European Taxonomy. Outstanding performance in all areas. We're looking at EUR 9.91 billion in revenue, up 4.3% in organic growth compared to 2023. EBITDA stands at EUR 712 million, up almost 22%. And as I said, the EBITDA margin stands at 7.2%, putting us right up in the top of the profession. Free cash flow, EUR 572 million. I just said the cash conversion ratio was 122%, and we have a leverage ratio of 1.6x EBITDA, which is quite reasonable considering that we had a significant M&A acquisition, as many as 8 acquisitions, EUR 457 million in revenue acquired, and there were 8 acquisitions, and there was some cash out in the year. We have an adjusted earnings per share EUR 2.5 and dividend is up 20.5% compared to 2023. So revenue was up significantly, dynamic increase, many acquisitions. Germany, in particular, we're looking at 26.7% increase in acquisitions, 6.3% organic growth. So Germany has become SPIE's first segment. France overall growth stands at 3.1%, of which 1.4% organic. And so France had an excellent start of the year, but then there were disruptions because of the political developments we had. In the country, Northwest Europe, overall growth stands at 10.5%, a significant portion of organic growth at 7.9%, especially in the Netherlands because that was very dynamic indeed in 2024. Central Europe, well, there was negative growth, minus 2.5%, minus 2.9% in organic and small contribution in nonorganic growth. And Global Services Energy, significant growth at 23.8%. There was a significant portion in Africa, and then organic growth stood at 13.7% and then additional growth mostly to do with wind turbines. So overall growth stood at 13.5%, 4.3% organic and 9.2% from acquisitions. Now then, if you look, I was talking about acquisitions, as I said, there was a lot of acquisitions, 3 in Germany, 1 in PV panels in the company in Berlin, 1 in communication services. So that was landlines and fibers, therefore, and also mobile telephony with 4 and 5G networks in Germany. And then at the end of the year, we acquired Otto. Otto is an engineering and project management company in the pharmaceutical industry. And that is, of course, an exciting industry. We are delighted to have made that acquisition in Germany and France, 2 acquisitions, including nuclear and another one in special piping, and that is the company Spefinox. In Poland, in services, Elektromontaz. In the services, we have cloud services in Switzerland, but also in ICT infrastructure, we acquired AnyLinQ in the Netherlands. So as I said, a significant and highly diversified M&A acquisition in many different territories. Each country has seen its businesses strengthened and the pipeline of additional acquisitions remain quite significant. We are operating in highly fragmented markets. So there are new targets showing up constantly, and that is part and parcel of our growth model. Now in 2024, we managed to increase margins in all business areas. We have as many 90 basis points additional in Germany, EUR 242 million in EBITDA in Germany above France. There was an additional 10 basis points acquired in France, 40 basis points, plus 40 basis points in Northwestern Europe, especially thanks to the Netherlands. The Netherlands now is ahead of the team alongside France, plus 20 basis points in Central Europe and then 120 basis points. So we have above 10% profit margin in GSE. So all segments have contributed to this additional 50 basis points in our profit margin. We stood at 7.2% in 2024 compared to 6.7% in the previous year. And this growth in profit margin is reflected in cash generation. So we were able to get an outstanding performance in 2024. If you look at our share capital structure, as you know, our employee shareholders are the largest single group of shareholders. They own 7.8% of all shares. And if you add in 1.8% of management, you have 9.6%. And so the largest group of shareholders is the company's employees. And then the float stands at 90.4%. I'll now give the floor to Jérôme Vanhove, who will give you more details on the financial performance.

Thank you very much. Good morning to all, dear shareholders. Now I'll talk you through our financial results. That's for year 2024. Revenue, EUR 9.9 billion. Therefore, total growth of 13.7%, which includes 4.3%, that's organic growth. And of course, we can see the acquisitions made and their contribution, acquisitions made in 2024 for a bit more than 9%, which means EUR 800 million. That's the total contribution for the year's revenue. We have a strong increase in EBITA, EUR 712 million, therefore, 21.9% growth versus 2023. Now of course, the first thing that accounts for this is our revenue growth. But as we said earlier on, also, we have an improvement of 50 basis points on our EBITA margin. There's more or less 25 basis points connected to an improved performance on the historic scope of the group, that is we can increase our prices. We execute in all of our segments and also our product mix is favorable if you look at all of our business segments. And then the other half, that is 25 basis points, we see the accretive contribution of our acquisitions. And for this vintage, 2024, as you can see, what we did is a lot better than the 6.7% that we had in 2023, which means that the adjusted net income, as you know, we always restate the net income because we have non-cash IFRS expenses, for instance, amortization connected to intangible and assets and items rather and goodwill and also other expenses connected to the fair value on the convertible bond. The net adjusted income translates the intrinsic economic performance of the group, and it's up 22%, reaching EUR 420 million, therefore, totally in line with the EBITA of the group or operating income. Net EPS on an adjusted basis is at EUR 2.5, therefore, an increase of more than 20% versus 2023. And then the net income group share has evolved, as you can see, with an increase above 10%, as you can see, 14.5% despite the IFRS non-cash expenses connected to depreciation of goodwill connected to our M&A business, that is acquisitions. Now I'll give you more detail about the financial structure of the group. And as you can see, EBITA has increased EUR 712 million. We have EUR 87.2 million. That's for the net financial debt, therefore, up almost 19% versus 2023. This is because we have an increase in the net debt, a gradual increase over the year. And of course, with this debt increase, we have to remember that we made quite a lot of acquisitions. There are other financial expenses that have remained almost stable, EUR 30 million, as you can see, and this includes mainly the interests paid connected to our pension schemes and systems in Germany and Switzerland. This being said, the normative tax rate for the group is up a little at 29.1%. This is because our geographic mix or scope has been modified. And of course, today, we have more revenues from Germany. And Germany is one of the countries where we have the highest tax rate at 30.7%. That's why we have a slight increase. Thus, the adjusted net income group share is at more or less EUR 420 million, therefore, a 22% increase, which is very much in line with the EBITA growth, which really reflects a very sound financial position for our group. Now a few words about our cash, as Gauthier said before. Cash generation during the year was really good. And this again reflects our business model that we've chosen for the group and how important, cash generation is important. We've gone from EUR 793 million to EUR 1.262 billion. If you look at cash flow from operations, the results were quite good in 2024. And as you can see on the page as well, we made investments in the M&A strategy over the period, EUR 930 million more or less. Let us start with our cash flow from operations, EUR 81 million connected to our CapEx, capital expenditure. This really reflects the fact that our structure is not very much capital intensive. It's 0.8% of our total revenue. And then the change and the contribution of the change in working capital requirement was quite significant this year, as you can see. And this really shows that our results are really excellent. And also, this reflects the fact that all the teams in the group keep an eye on WCR and they pay attention to cash generation. As we usually say, we say that SPIE is not a bang for its customers. Now on this basis, that is cash flow from operations, EUR 852 million, which again shows a conversion rate of our EBITA in cash. That is the cash conversion rate of 122%. We have cashed out EUR 244 million. That's the net interest paid on the debt and also the taxes paid. So free cash flow, EUR 570 million, thanks to which we've managed to finance completely all of our acquisitions, the ones signed during the year, EUR 930 million, that's the total amount, as I said, and other cash outs, that's the dividend and also the increase due to the capital increase for the employees, EUR 42 million. Net debt, EUR 1.262 billion. This really shows that we have a leverage rate, which is slightly up versus 2023, but at 1.6x excluding the IFRS 16 impact. Our balance sheet has not really changed. The structure has not changed. We have a bond loan, EUR 600 million, maturity is June 2026. That's the tenor, and we are thinking about refinancing it. And then we have a bank syndication, EUR 600 million maturity being postponed from 2022 to 2027 and the convertible bonds signed in 2023 maturity in 2028. With this, we have an average cost -- weighted average cost of our debt, which is quite stable from 1 year to the next at 3.4%. What's new about 2024 is that we've had an increase in the RCF which is undrawn at the end of the year, but available for a total of more or less EUR 1 billion. Therefore, it's up from EUR 600 million to EUR 1 billion, so that the group has enough liquidity so that we can continue and acquire companies. So a liquidity level, which at the end of the year was still very high at EUR 1.6 billion, a bit more than that. Now the structure of our debt is with fixed rates, more than 81%. So we do not react to changes in rates. And S&P and Fitch still rate as BB+. Fitch recently gave us better outlooks. Now we are positive. The outlook is positive. Now during this AGM, what we propose is a dividend for the year, which will be at EUR 1 per share on the basis of a distribution rate that has not changed versus what we did in the past, 40% of net income that's been adjusted. So a dividend of EUR 1 per share, that's an increase compared with 2023, more or less 20.5% increase. By the way, as you can see, dividends increased twofold in the past 9 years, when SPIE was floated from EUR 0.50 up to EUR 1. EUR 0.25 were paid. That's the interim dividend that was paid out in September 2024. And the rest that is EUR 0.75 will be paid out on the 16th of May with a coupon that's going to be detached on the 14th of May 2025 if the AGM so agrees. And a new interim dividend is planned for a total of 30% of the dividend we present to the AGM and will be paid out in September 2025. Thank you very much for your attention.

Well, thank you very much, Jérôme. If we look at the highlights in 2024, one of the things that we worked on is our purpose, the SPIE purpose. It was co-hatched in 2023 with more than 550 employees representing 9 countries, 24 clients were consulted, and this really gives meaning to our businesses and SPIE's contribution to society over the long term. Now in a context which is that of climate urgency, decarbonization is pivotal our purpose. It's based on 4 commitments. It connects the value of the company with value that we intend to create for the different stakeholders. It unites the teams and is the course that SPIE wants to follow so as to grow. We will now watch the video. [Presentation]

Since we're talking about our employees, men and women, I can tell you that 2024 was a very buoyant year. We've recruited 6,800 people. We've welcomed 4,000 employees because of our acquisitions in 2024. So all in all, that means 11,000 new employees on a group that has a total of 55,000 this year. So it's a major challenge because our intention is to share the values of the company, which is essential so that we can continue with the group's development very much in line with our values, our culture and our strategy. We've developed co-optation programs, up 32% this year compared to where we were at the year before, which means that this is dear to our hearts again. It's a way for us to make sure that there's a good match between those employees who join us and the needs that the company has. They know the company. We know them as well. There's commitment on both sides, which is quite fruitful. We've also reduced the voluntary rates -- well, the number of people who leave the group on a voluntary basis, 6.6%. And we promote equality and diversity. We have 19.9% women at managerial level in SPIE. Therefore, a nice improvement compared to where we were in 2020. That was the beginning of our period when we decided to commit on that front, that is equality and diversity. We still promote apprenticeship. We have 1,500 apprentices. We have also their mentors who help them. That's very important. So I meet people who work for SPIE, who were in the past, the apprentices and now who are mentors. So that's very important to pass on the culture that you've acquired, the company culture. And the employee share ownership plan have improved, 9.6% of the total shares of the group in the hands of our people. This is dear to our hearts. On the Board, we have a representative of the French FCP, Mrs. van Klaveren and Annie Bildgen as well, who chairs the FCP, the mutual fund. It's something essential in the company to make sure that the employees create value, that the link is strong between them and the group. We will continue and promote share ownership in the group in the years to come. Now I'll hand over immediately without further ado to Isabelle Lambert, Sustainability Director. She will be talking you through sustainability and what we've done on that front this year.

Hello. Well, in 2021, we developed our first sustainability road map for 2025. And it's based on 2 pillars: the environment, to start with; and number two, reducing the negative impacts of climate. And then we decided to focus on health and safety for our employees. That's what we call social and to have more balanced teams. So as to reduce the negative effects of climate change, what we do before anything else is that we measure what we do so that our clients can decarbonize their own business. We do this. And to do this, we use the European Taxonomy of sustainability, and we started in 2019. We started at 35%. At the end of 2024, we had reached 49%. All these are activities that contribute to decarbonizing different industries. The first one is T&D, transport and distribution -- transmission and distribution, then all the services in buildings, better energy efficiency or better industrial maintenance and, to a lesser extent, low carbon mobility included in the 49%. Our objective on the road map is to reach 50% at the end of this year, 2025. As you can see, we got off to a very good start. So we help our clients decarbonize. But this means that we have to do things for ourselves as well. We have to reduce the group's footprint. Our footprint and our own operations that what we call direct impacts of the group, Scopes 1 and 2. We want to reduce our footprint by 25%. This applies to our fleets of cars. Now on the video that we showed you, you saw 1,500 electric vehicles, but I'd say it's almost 7,000 electric vehicles that we use in our fleets. It's electrified to a level of 25%. What's more is that we've improved our energy efficiency in our buildings. We use renewable energy for these buildings. Last year, in 2024, we had decreased our carbon footprint by 21%. And this year, our objective is to reach a reduction of 25% by the end of the year. And our direct footprint is measured, thanks to Scopes 1 and 2, as I said. Yet there are GHG emissions, greenhouse gases also that we have to take into account that come from the value chain. That is the CO2 emissions coming from what we buy or the use that people make when they buy our products, therefore, the life cycle of our products. Our objective for 2025 is a commitment from our suppliers that is by the end of 2025, we want to reach a level of 67% of GHG emissions from the products and services that we buy that would be coming from suppliers that are committed to reducing their carbon footprint. We've improved nicely to reach 58% at the end of 2024, 58% of committed supplies. That's the level of emission. That means more than 2,000 suppliers who've committed to reducing their carbon footprint, which also means that our own operations and our purchases have worked on that so that we have more suppliers who commit. Then what we call the social objectives. Our objective is to reduce by 50% severe accidents connected to our operations. If you look at the situation in 2024, the results are not really that good. That is the situation is stable versus the starting point, that is 2019, 16 severe accidents. It doesn't mean that we will never meet our objective for 2025. We're working on that day in, day out. We have the basic safety rules that we stick to, and we do this and deploy them on a daily basis. Then diversity and gender. Mr. Louette has already talked about the good results that we've had. Our objective is a 25% objective. That is 25% more women at a managerial position, 25%, that's the increase between 2020 and end of 2025. At the end of last year, we reached 24%. So this reflects the progress on basis of our road map and our plans for 2025. And last year, we also defined the future objectives. And for that, we've drafted another road map for 2030. Now what are the businesses aligned on the European Taxonomy. For 2025 to 2030, we always want to have more than 50% of our total revenue that will be aligned on the EU Taxonomy. First, the carbon footprint that has to go down. So we're working on our direct footprint from our fleets and buildings. Our objective is minus 50%. We want to reduce our CO2 footprint before 2030. Then for indirect emissions, that is Scope 3, our objective is even more ambitious. The objective so far was qualitative. We wanted the commitments of our suppliers. And now it's a quantitative objective. We want to reduce our footprint to cover the whole value chain from the products and services that we buy down to our customers, that is when they buy our products and services. The objective is to have a reduction reaching 55%. That's the total reduction in the intensity of indirect emissions. Then as far as the social aspects are concerned, we're still working on severe accidents. But this time, we look at intensity. As Mr. Vanhove said, we acquire many, many companies, which means that we can assess our progress and still take into account the fact that our scope is continually growing. Our objective is to reduce by 30% the intensity of serious -- severe accidents versus the previous period. And as far as diversity and gender are concerned, we're going to broaden the scope. And until 2025, we were looking at managerial positions that is more or less 250 positions in the SPIE organization. And before now, 2030, we've changed the plan. These will be the middle management and higher management positions. But this time, we will cover 2,000 positions in our organization. And the objective perhaps is to increase the number of women for the coming period. All right. I already commented on those who contributed to decarbonize the economies of the way in which you can contribute to well, change the energy mix. That includes the electric grid, but also the way in which you use renewables, the energy efficiency in buildings and low-carbon mobility. So that could be electric charging structures or such transportation networks as the metro that have a zero carbon footprint. A few words about the final slide. On the right-hand side, you can see that we have a new goal regarding Scope 3. It's a highly ambitious goal. We are reducing the intensity of emissions in Scope 3, a 55% reduction. We will achieve this by pursuing, of course, the commitment on behalf of our suppliers, and we started that a number of years ago, identifying more consistently all low-carbon alternatives they might offer. But we want to be proactive with our customers, telling them about the advantages of low-carbon alternatives throughout the life cycle of our services. And so that could be maintenance services or indeed one-off installations. But it also means we have to consider the way in which we design our facilities. Last year, we already stood at minus 21% in bringing down the carbon intensity. So we're well on our way to that achievement, but we still have some ways to go. So we want to arrive at minus 55% by 2030. And now I'll give the floor to Mr. Louette.

Yes. Thank you so much, Isabelle. And so regarding our outlook for 2025, we are looking at a new year of sustained growth and financial performance. And so we propose to continue organic growth, but also sustain acquisitions. And so we expect revenue to go way past the EUR 10 billion mark. We will continue, as we always have, we propose to continue expanding our EBITA margin, and we will maintain our dividend policy. We're looking at a 40% payout of our net adjusted income group share. There was an Investor Day earlier this year, we announced the outlook for 2025 to 2028. EBITA should be beyond EUR 1 billion by 2028, but also annual or average annual growth should stand anywhere between 7% and 9%, including 3% and 4% of organic growth on average per year over the period 2025 to 2028. We're looking at an EBITA margin at least 7.7% by 2028, enabling us to go past the EUR 1 billion mark for EBITA by 2028. Free cash flow on a cumulated basis should be beyond EUR 2 billion over the period 2025 to '28. So accumulated free cash flow will be -- well, free cash flow should be allocated as follows: dividend with a payout ratio of about 40%. We will continue buying back our own shares as part of an anti-dilutive plan in favor of our employees. We will have a so-called bolt-on acquisitions that will be self-financed, and that should provide us with more flexibility for additional returns to shareholders or for more acquisitions if we find suitable targets with an ability to take them on board. So that's the outlook for 2025 to 2028. But before I give the floor to Patrick Jeantet, we'll have a brief presentation of a video illustrating our activities in renewable energies. And that's an example to do with battery storage systems. And that is a very useful contribution to the grid because since there are many intermittent renewables, you need to have buffer systems, and that's what we... [Presentation]

Okay. Ladies and gentlemen, I'm delighted to introduce a number of resolutions for you to vote on regarding the appointment of directors, compensation of the CEO and compensation of the directors themselves. So the first item is resolution #5, that is the renewal of 2 independent directors. The first one being Madam Sandrine Téran, who was appointed for the first time on the Board in 2021. She is an Independent Director. She heads the Audit Committee, and she is a very present director. She's there 100% of the time, and she is being appointed on because of her financial competence. As to myself, I was appointed for the first time in 2021. I'm an Independent Director. I'm a Lead Director, and I head the Appointments and Compensation Committee. I'm also a member of the CSR and Governance Committee. I've also attended all the sessions 100% of the time. And so the Board is recommending my own appointment because of my experience, hands-on operational experience and expertise in governance. We have on the seventh resolution, the appointment of Carole Le Gall. She is an engineering graduated from the School of Corps des Mines. She also have a Master of Science of the Massachusetts Institute of Technology. She was involved in the energy industry with ENGIE and Total and now she is a Director at Gecina. Sustainable development and the energy transition is the red thread of her own professional career, and she will then strengthen the competence of the Board of Directors in this field. The eighth resolution is the appointment of Madam Mariel von Schumann. She has a dual German and Belgian nationality. She holds a master's degree in international management at EAP-ESCP Europe. She started her career at Digital Equipment Corporation, then at Compaq Computer at Geneva and then Boston before joining Siemens in 2001. She had various positions at Siemens and she was Chief of Staff undersecretary and in charge of markets at Siemens. She will provide her expertise in the international markets, knowledge of governance, industrial environment and the energy and technology business in Germany. We're also co-opting another independent director, Bertrand Finet. The Board of Directors co-opted on 27 March 2025, Mr. Bertrand Finet, after he resigned from his position as Director at Peugeot Invest. He was representing Peugeot Invest and he has no further engagement with Peugeot Invest after he resigned. He will bring to the Board of Directors his financial skills and knowledge in the fields of fusions and mergers and acquisitions and Investor Relations. We have a number of resolutions for them. If they are adopted, the Board will change as follows. Right now, we have 10 directors, 6 independent directors, a 40% ratio of women and half of the directors are not French. After the AGM, provided these resolutions are adopted, there will be 12 directors, including 8 independent directors. The gender ratio will be 50% for women and 50% of administrators will be non-French. The 2 other resolutions I meant to tell you about are those concerning the compensation of the CEO. The fixed part of this compensation, as you know, the annual compensation of the CEO was raised to EUR 900,000 in 2024 upon decision of the AGM last year. This amount will remain unchanged for 2025. Regarding the variable part of the compensation for 2024, the structure was adopted by the AGM last year. It includes 2 criteria, quantitative criteria and qualitative criteria. Regarding quantitative criteria for such criteria, EBITA which, as you know, was over-shopped, the target was 30% and now we stand at 36.4%. The other item is cash flow for 2024 compared to budget. That was indeed significantly, as you could see in the financial figures, well over-shopped because we reached the maximum possible figure at 60%. External growth that is acquisitions. And now that is -- you have 2 sub-items, acquisitions, but also what is known as a look back, that is ex post facto assessment of acquisitions 2 years down the bridge. On both cases, there was an improved performance. We stood at a full 15%. And then the fourth criterion, which was introduced last year on safety at the workplace, there were 2 KPIs that are followed by all the top management. So these 2 criteria were over-performed. There was improvement in safety at SPIE. But unfortunately, because of the serious accident in Gabon on the platform in 2024, the CEO considered that he would not earn any bonus on that front. That's why you have this 0% figure. So if you look at all the quantitative criteria, you arrive at 111.4% of the fixed compensation. If you look at the qualitative criteria that weigh 25% in terms of objective, there are 3 types: you have CSR with a number of criteria, including reducing CO2 emissions over CO2-equivalent greenhouse gases in Scopes 1 and 2; increase the procurement with suppliers who propose to reduce their carbon footprint, as Isabelle told you earlier on; and then increase that portion of revenue considered to be green according to European Taxonomy. So this is in line with the company's CSR plan. And the Board found that for the year 2024, the maximum had been reached for all these targets. And hence, we put in a full 15%. And the second item is risk management. And there, the Board also found that risk management is well organized at speed. And so therefore, the way in which risk is managed and the way in which the CEO has been running that structure meets all requirements. And so we get a full 5%. And the third item is a succession plan for key managers, and that is for, of course, the Executive Committee of SPIE to work on that. Last year, there was a session with the CEO, who presented his own succession plan as he does every year. We had a very strong commitment with a very frank discussion on short-term and long-term succession plans for all members of the ExCo. And again, that led to a full mark of 5%. And so we feel that on all 3 criteria, the maximum was reached and so we get 25%. And so that means that the variable part of the compensation stand at 136.4% of the fixed annual compensation. So you arrive at EUR 1.127 million. Regarding the structure of the variable compensation for 2025, we propose to keep the same qualitative and quantitative criteria as those used in 2024 with an equal weighting, 75% quantitative and 25% qualitative. Finally, and the last item and these are resolutions #12 and 13, compensation of the directors. There's a quick reminder of last year's AGM, we upgraded compensation on the variable part of the compensation with per meeting with a ceiling, with a cap. There was also an upgrade of compensations of the heads of committees, especially the Audit Committee. That was decided based on a benchmark conducted last year looking at our peers. In 2024, as you can see in the URD, the compensation was computed based on these principles. The compensation criteria will remain the same for 2025 for directors.

Well, thank you, Patrick. And I'll give the floor to our auditors. And so I'll give you a brief summary of their reports. You can get the full report in the information document that was made available prior to the AGM. And so I'll give the floor to Mr. Bourgeois.

Chairman, ladies and gentlemen, dear shareholders, on behalf of the shareholders, PricewaterhouseCoopers and Ernst & Young, I'll give you a brief summary of the work that we conducted as part of the year 2024. On the one hand, we had to conduct audits with a view to assess the accuracy, the truthfulness and fairness of the accounts and also check on the accuracy of the information provided, especially as regards to related party agreements. There were 3 reports, and that relates to 3 resolutions of the ordinary part of the AGM. We also reviewed the reports produced by top management and the draft resolutions, which in line with the Code of Commerce require specific verifications on our part. We produced 4 resolutions, 15 to 18 in line with -- sorry, 4 reports in line with resolutions 15 to 18. Regarding the annual and consolidated financial statements on Pages 262 and 233 of the URD, both on the annual financial statements and consolidated financial statements, we have an unreserved opinion for the year 2024. We highlighted in our report the key items of the audit as follows: assessments of redeemable shares for the annual financial statements and recognition of the income on long-term service contracts and assessments of goodwill on the renewed contracts. We also reviewed or we made checks on the information provided that were listed in the annual reports as well as other documents provided. When we went through these, we found no observations. We also found that the presentation of accounts are in keeping with the European electronic format. That for the annual and consolidated financial statements. For related party agreements, we were not told of any new such agreement for the year 2024. We find that no previous agreement was continued over the year 2024. For the resolutions for the extraordinary part of the AGM, there were 4 reports on delegation of authority granted to the Board of Directors. These are operations listed in resolutions 15 to 18. For each of these operations, we check the content of the report of the Board of Directors. We looked at the terms and conditions for a possible reduction of capital under resolution 15. For resolution 16 and 17, we reviewed and we expressed an opinion on the information on the conditions to determine the price of the new shares and the conditions under which the preemption rights was removed. We had no observations on resolution #15 and resolution #18. Regarding operations listed in resolution 16 and 17, this is standard practice, a number of items regarding the modalities, this is delegation of authority to be given to the Board of Directors. Since this has not been defined yet, we do not express an opinion on these items, but we will do so. We will produce an additional report when the Board of Directors does implement that delegation of authority. We did actually produce a few weeks ago a report regarding delegation of authority that was granted to the Board back in 2024 on the 3rd of May. Now on the new European regulations, you need to have an auditor that has to produce a report on sustainability matters. That's the very first implementation of CSRD. We sort of discovered, put it this way, the whole business. PricewaterhouseCoopers engaged in limited assurance on sustainability report. So the report produced by PwC covers 3 issues that you can find in this table. If you look at the last column on the right-hand side, you can see that our conclusions or the conclusions of the report on limited assurance, all the conclusions are positive on all 3 items. There are 2 comments that were made by PwC on -- regarding, well, items of information provided by SPIE and in SPIE zone, it is to be found in SPIE's zone report. These are technical observations that are fully detailed. Well, that's about it, ladies and gentlemen. Thank you for your attention.

Right. Well, I should like to thank our auditors. But before we move on to questions from shareholders, let me point out that we have not received any questions in writing from any shareholder. And now we're here to take any questions that you might have here now, but please introduce yourselves first. We have allowed 30 minutes for the Q&A session. So please be brief in your questions and please limit the number of questions so that everybody gets a chance to put a question. And then we will return to you if you have additional questions.

I'm Jean-Francois Delcaire. HMG Decouvertes is the fund I represent. Now I've been attending a number of your AGMs. And to start with, I think we need to congratulate the directors, plus all the employees who work for the group, given their commitment, their engagement, thanks to which this year, again, the results really look very good. Congratulations to all of you. I have a couple of questions to ask. Question number one, the operating margin for Central Europe. Could you give us more color and give us the current level and the reasons why this margin is not as good as the one we have in France and Germany? And is this a one-off thing? Or is it structural? Could you perhaps shed light on that, please? I have a second question now about the current political environment. As we know, there were positive wins going in the direction of decarbonizing the world. But we know that politically, the political stances have changed on that front. And have you felt has SPIE felt some type of slowdown in decarbonization? As you said, we've signed off projects for electric vehicle charging stations. And we know that nowadays, there's a bit of a slowdown to this or less appetite. And I have a third question. I have more questions later on, but for the time being, only 3. So third question, your Q1 report. I think that France was like saying we're going to wait and see what's going to happen. There was the base effect, of course, as you said, during the Q1 results. And you said, I think, as well that you had fewer projects in fiber optics. And also, it was very much the wait-and-see atmosphere coming from the clients. What can you say about France for Q1 and Q2? What about your clients' mindset? Would you say that this is still the case? Another company this morning was saying that in France, we were waiting to see what the politicians would do. And now it's the case all over the world, waiting to see what the political positions will look like. And then another question is what about the outlook for 2025? We know that Germany, Germany is the word today because the budgets we think are really good in Germany. There's going to be some type of support from the government to the general economy. And when will this have a positive impact on the SPIE Group's business? So those are my questions to start with, if you don't mind.

Well, it's a good thing I told you not to ask more than one question. Anyway, as far as our margin in Central Europe is concerned, that's true. It's not as good as the group's margin, but the level is still very good. Central Europe for us is a region with different countries, as you know, some are big like Poland. And to cut a long story short, this is very much connected to boots on the ground in the countries where we operate. In Poland, we're quite big. In Switzerland, we're small, if I can say, or Hungary as well and Slovakia. So that's the first effect. So that's why we have an M&A policy so that we have a better foothold locally, a stronger foothold, which will have a positive impact on our margins. Now in any case, in all of these countries, we have quality teams. Our cash flow is really respectable. And the trend that we see is quite good. Poland, Poland is well exposed in the energy transition. Now the political environment and the energy transition and the impacts thereof, well, I think, as you said, it's a bumpy road. There are political statements and then there's a reality of what we see on the ground. And the energy transition is still very much a reality. This is some type of danger for some countries, and that's why we need to decarbonize energy. In the Netherlands, in Germany, in Poland, decarbonization is a sustained trend. And we don't have these bumps on the road. It's not really based on anybody's tweets that they sent out. So that's quite constant, a trend that lasts. And as you can see, we've improved in all the countries where we operate on that front. Now you wanted me to talk a little about Q1 results. That's true in France. We've had a slight decrease, organic decrease during Q1. But our country is very resilient. I mean our SPIE country is very resilient. We saw that in the past. And we work mainly in maintenance or refurbishment, renovation. And therefore, we're very resilient. We have a strong basis. And we're not really worried for the rest of the year. And then to say something about Germany, we are very optimistic for the rest of the year. As I said earlier on, energy transition is a driving force in Germany. It's a driver. We're #1 in T&D, transmission and distribution of energy in Germany with a backlog that covers several years of business for transmission and the economy. The support to economy is going to help our clients in distribution. And T&D is going to be better off, and that's for distribution. We need to adapt the local grids, and that requires massive investments for the years to come. And here again, we're #1 in Germany. And there are other aspects in that country-level plan that will have positive effects, not right now, but later on. And thus, the business environment will be better for us in the near future, very near future.

I'm Mr. [ Schumi ]. I am a shareholder. Your numbers are quite impressive. And the Germans have a EUR 500 billion plan for the years to come. Many people will look at you with envy. In your industry, you're the only group that's independent, I'd say. Usually, the other ones are connected to a construction group. 90% of your capital structure is free float. So I wanted to say something about this. Have you seen any changes? Or have some groups knocked at your door or tried to contact you? And people perhaps are looking at you with envy when we look at your position in Germany. Are you afraid of anything that you will be backed on a larger group? Or is it the valuation of the group, the company's valuation that's going to protect your group?

I think you've answered your own question. If you're smaller than others, you have to run faster than others. It's our market cap that's going up nicely and faster than other groups, and this helps us. So we do believe in the virtue of remaining a stand-alone group, an independent group for our clients, for our employees as well. We only have one business, but we do it very well, and we continue and work on our performance. It's the best way for us to ward off all those who would look at us with envy.

I have a couple of questions about the debt and the goodwill. First question is on the debt. Page 148 in French. EUR 600 million, EUR 400 million, EUR 300 million, EUR 600 million, these are all the debts in millions. The second line, second question is the bond loans, the ORNANE bond loans. Page 151 in the French document, if you don't meet an objective, et cetera, you would have penalties or increases in the rates. What are they, please? Second question, it's the tranche A in the senior credit contract that's not explained. Page 151, there's nothing or I couldn't read anything on the page in the French registration document. Fourth question about securitization. Is it something that's close to factoring or something that looks like factoring? And the question about the goodwill. It's a simple question. You use the DCF and your goodwill is going up. And therefore, there's no provision, no amortization of goodwill. So that means that your goodwill is gaining value. It doesn't need to be amortized.

As far as ORNANE bonds are concerned, that's true. As early as 2022 and for all the financial vehicles we use in the group, we stick to sustainability-linked principles with ESG frameworks so that we align our policy in sustainability and ESG commitments. We align them on our financial policy. As far as convertible bonds are concerned, there are penalties that will be owed, that we'll have to pay when we reach maturity, if we don't meet the ESG predefined objectives, this would be a maximum of 50 basis points. That is 0.5% on the nominal that we've borrowed. That is EUR 400 million. The other question, tranche A, that's connected to the documents we always give in the group. But all the bank financing -- yes, please, sir. The question in the room is off microphone. The interpreters cannot translate. The answer is the objectives were presented by Isabelle Lambert. These are the objectives we use for all the financial instruments that are backed. Is there a risk for us? I don't think so. No. But in Isabelle Lambert's presentation, you saw that we are delivering nicely in terms of meeting a green share, which will be a 50% objective. And in terms of CO2 abatement, Scopes 1, Scope 2, another aggregate. We're on the right track, but we've not yet finished the plan. We will see this when we come to the end of the plan. As far as tranche A is concerned, there's just one tranche today. This is a bank loan from a syndication of banks, more or less 15 banks for a total of EUR 600 million, and the tenor on maturity is 2027. Securitization, EUR 300 million were mobilized, mainly in France and Belgium. This is not factoring as such. This is not going to have an impact on the consolidation of our group. The debts are still on our balance. This is a facility that we are granted with very good rates because we come with also the receivables as a collateral. This is Euribor plus a margin at 90 basis points, 3 months. And the goodwill, no, we don't re-appreciate the goodwill. Most of our goodwill comes from the goodwill from the companies that we acquire, the bolt-on acquisitions. Most of this is not depreciated. We test this every single year. This is also something checked by the auditors. And the rest is what we call allocated goodwill, that is the brands, and these are depreciated on a regular basis from 3 to 15 years. But we do not re-evaluate the goodwill upwards. The increase in the goodwill comes from the new companies we acquired, the companies that are included in our business scope, the bolt-on acquisitions.

I have 2 questions then. Another very important word today is AI, artificial intelligence. I'd like to understand something. What about AI in the SPIE Group? What have you done? Could you perhaps beef this up with practical examples? Where do you use AI? What are the gains? Have you seen any productivity gains because you're using AI? That's my first question. And the second question, which is very topical, as you will see. Two days ago, there was an incredible power outage in Spain and Portugal. I suppose that your experts understand what happened. It's not crystal clear. But from what I gather, this is due to frequency and the stability of frequency in the energy generation mix in these 2 countries. Now apart from the video that we saw about the BESS, the storage of energy, would you say that what's happened in Spain might perhaps be a source of new opportunities for the SPIE Group or not, please?

Well, to answer your point on AI, yesterday, we had a presentation to the Board of Directors of what we do on AI. Well, there's the architecture, the compliance that we're working on, but there are very tangible initiatives that are conducted, and that's what you wanted. Let me give you an example. A very large German customer, I don't want to mention their names, but we're in charge of maintenance on their sites. So in the databases, what we do is that we collate all the data that we have, all the data points from all the machines that we have to maintain, the pumps, the handling systems, you have it, the cold units and all the data we have from the suppliers, all the operational data, all this is versed into a database and thanks to which we can develop a chatbot. So if there's a breakdown, the technicians know how to query the chatbot. And this is going to help our technicians, maintenance technicians. They will know what to do, what type of job to do, and they will find a solution to the breakdown. And this is a learning system, of course. So with time, this means that we will save time. The technicians on the ground will save time. This is what we've been doing as we speak. This is a technology we use and everybody is dreaming of predictive maintenance. We're not yet there, but we're getting closer in some areas. Since we're talking about AI, now there's an impact for SPIE, a direct impact for SPIE. It's the data centers. Now the power required for each square meter is considerable. There's a considerable increase. This means what's at stake is safety, the safety of supply, but also circular economy, reuse of water, for instance. This is something very interesting. And I think we've helped our customers a lot on that front. Then the blackout, power outage in Spain and Portugal. I don't exactly know the causes, the reasons. But the system we were talking about, the BESS, the battery-based electric storage system is to monitor frequency on the grid so that we can adjust the grid regardless of the intermittence of power. If there's a cloud, you can't use as much photovoltaic cells. So you have to regulate this. The only way to go about it is to have this type of battery system, the BESS system. The example we gave you was in Belgium. This is where it all started. Belgium is a hub, a node, if you will, in terms of flows of electricity. But we do the same in the Netherlands, in Germany. We're starting developing this in France as well because so far, regulation was based on the power generation of nuclear power plants, but they were not designed for this. So we'll need other systems to regulate frequency. And this is something we can use to grow. That's quite interesting, true.

My name is [ Rick Duen ]. I used to be a SPIE employee. I'm still a shareholder. As was indicated by Jean-Francois, I should like to congratulate you on your performance. Ever since I've been -- ever since I've worked for SPIE, I could see that revenue and margins have been going up. I note that the employees are the largest single group of shareholders. I found it surprising when I retired 3 years ago because employee shareholders are not considered to be able to attend the general meeting, the AGM. You need to have nominal shares to be able to attend. And that's where I acquired nominal shares myself in order to be invited. Is this to do with French regulations?

No you could be a nominal shareholder and attend the AGM, but we have few shareholders showing up at all. Well, you have the mutual fund, the FCB that is represented. So those shareholders that own shares through the company fund, I mean, they are represented by this person who is, in fact, part of the Supervisory Board as well. We have received questions from employee shareholders. We have 28,000 such shareholders. And I can only thank you for the words of encouragement because, of course, all employees are in a position to acquire shares. But what we find is that year after year, we find more employees signing up to the employee shareholder plan. And we want to encourage this, and we are trying to find an incentive, whereby small holdings are encouraged to have as many employees as possible even if they own a relatively few shares.

Regarding share capital, can we give us an update on the percentages? Does any one shareholder own a large chunk of the shares? And also for such infrastructure as hospitals, are you well positioned? Because if there should be a blackout in a hospital, that'd be serious.

Well, we are involved in building electricity infrastructure, but we also provide maintenance services for hospitals and health care centers. So there are rescue teams and generating sets that are produced for hospitals should there be a power failure. What we do is we have these teams simulating, we have drills where we simulate a power outage, and we have the emergency response. Regarding the float, I will ask -- I don't know if we are allowed to disclose information about the individual shareholders.

Well, you have mostly institutional investors. What we're allowed to disclose is that those funds that hold more than 5%. And there indeed, there were reports made to the French AMF and the others. But there's one shareholder, the BlackRock fund has more than 5%. We can disclose this. I can tell you they have less than 10% and they have been shareholders for many years, indeed, ever since the IPO. But other than that, we have French, English, American and indeed German institutional investors, but they all have hold less than 5% of the share capital.

Right then, if there are no further questions, I think we can move on. Well, thank you for the questions, and thank you for your interest in the company. We will now move on to the resolution. Well, that puts the Q&A session to an end, and we can move on to the votes of the resolutions. And before we do vote on that, the forum is 74.39% with 22 resolutions to be voted on, including 14 coming under the ordinary AGM and 8 for the extraordinary part of the session. For those shareholders already in the audience, you have a voting box. This is, of course, the digital era. So you vote using that box, the instructions are up on the screen. You press 1 for vote in favor, you press 2 for vote against and 3 for abstention. But that box votes works only if the chip in there has been properly inserted. Now should you encounter any difficulty, do let us know right away so we can fix this and enable you to vote. Right then. So I will ask Christopher Allen, who is our secretary to read out the resolutions telling you when you can start voting and when voting is over.

So we'll start with the resolutions for the ordinary meeting. Resolution #1 is the approval of the company statutory financial statements for the financial year ended 31 December 2024.

Please vote now. [Voting]

So voting is completed, and the resolution is adopted with 99.98% of the votes in favor.

Resolution #2 is the approval of the company's consolidated financial statements for the financial year ended 31 December 2024.

Please vote now. [Voting]

Voting is closed, and the resolution again is adopted with 99.98% of the votes.

Resolution #3 is the allocation of the profit or loss of the financial year ended December 31, and setting a dividend of EUR 1 per share.

Please vote now. [Voting]

Voting is completed, and the resolution was adopted with 99.82% of the votes.

Number 4 is approval of the regulated related party agreements and undertaking referred to in Articles 5 of the Code of Commerce.

Please vote now. [Voting]

And voting is completed, and the resolution is adopted with upwards of 99.99% of the votes.

Right then, #5, renewal of the mandate of Mrs. Sandrine Téran as Director.

Please vote now. [Voting]

Voting is completed, and the resolution was adopted with 99.61% of the vote.

Number 6, renewal of the mandate of Mr. Patrick Jeantet as Director.

Please vote now. [Voting]

Voting is over, and the resolution was adopted with 97.37% of the vote.

Resolution #7 is the appointment of Madam Carole Le Gall as a Director.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 99.93% of the vote.

Number 8, appointment of Mariel von Schumann as Director.

Please vote now. [Voting]

And voting is closed, and the resolution was adopted with 99.96% of the votes.

Number 9, ratification of the appointment of Mr. Bertrand Finet as Director.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 99.72% of the votes.

10, approval of the fixed variable exceptional components of the compensation and benefits in kind attributable to the Chairman and CEO for the year 2024.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 96.61% of the votes.

Number 11, approval of the compensation policy of the Chairman and Chief Executive Officer.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 93.6% of the vote.

And #12, approval of the information mentioned in article L22-10-91 of the French Commercial Code.

Please vote now. [Voting]

Voting is closed, and resolution was adopted with 96.92% of the votes.

Number 13, approval of the directors' compensation policy.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 99.53% of the votes.

Number 14, authorization granted to the Board of Directors to trade the company's shares.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 99.39% of the votes.

We move on to extraordinary matters. Number 15, authorization granted to the Board of Directors to reduce company share capital by canceling treasury shares.

Please vote now. [Voting]

Voting is closed. Resolution was adopted with 99.89% of the votes.

Number 16, delegation of authority to the Board of Directors to increase the share capital with elimination of the preferential subscription rights by issuing company shares reserved for members of the company savings plan.

Please vote now. [Voting]

Voting is closed, and the resolution was adopted with 99.43% of the votes.

Number 17, delegation of authority to the Board of Directors to increase the share capital by issuing shares with elimination of the preferential subscription rights in favor of specific category of beneficiaries.

Please vote now. [Voting]

Voting is closed and the resolution was adopted.

Number 18, authorization for the Board of Directors to freely allot existing shares or issue new shares in favor of certain employees and executive officers of the company and related companies.

Please vote now. [Voting]

Voting is closed and the resolution was adopted.

Number 19, amendment of Article 11 of the company's bylaws.

Please vote now. [Voting]

Voting is closed and the resolution was adopted.

We move on to resolution #20, amendment of Article 15.3 of the company's bylaws.

Please vote now. [Voting]

Voting is closed and the resolution was adopted.

Number 21, amendment of Article 16 of the company bylaws.

Please vote now. [Voting]

Voting is closed and the resolution was adopted.

And #22 powers for the purposes of legal formalities.

Please vote now. [Voting]

And the voting is closed and the resolution was adopted as well. Well, thank you all. This brings this session to an end. The agenda is exhausted. We can call the meeting to an end. I would like to thank you for your attendance, and we will see you next year. But before we say goodbye, let me show you this video. Goodbye, and thank you. [Presentation] [Statements in English on this transcript were spoken by an interpreter present on the live call.]