Vantiva S.A. (VANTI) Earnings Call Transcript & Summary

So dear shareholders, as the Chair of the Board of Directors of your company. It's my pleasure to chair this general meeting of Vantiva 2026. Next to me are Mr. Timothy O’Loughlin the CEO; Mr. Lars Ihlen, the CFO, and Mr. [ Simon Anson ], who is the Secretary of the Board. Your participation in this Annual General Meeting is invaluable to Vantiva. Interpreters have been made available for presentations in English. So I invite you to put on your headphones if needed to hear the simultaneous translation. I will now proceed with the appointment of the presiding offices for the meeting. I hereby appoint the following individuals seated in the first row, of the auditorium as scrutineers, Mr. [indiscernible], both shareholders taking part in the meeting with the greatest number of votes and they have already agreed to hold this function. The [indiscernible] thus constituted, we appoint Mr. [ Simon Amsel ] as the Secretary of the meeting. I will now give the floor to [ Simon Amsel ] for the legal formalities.

Thank you to you Chair. The general meeting was convened today upon first call. Primary notice of the meeting was published at the [indiscernible] on May 25 and then the final notice on June 12. Shareholders present hold 350 million share plus 4,630 shareholders at the quorum is 73% as it stands [ 1373.74 ]. The final number of shareholders present or represented will be clarified by the -- before the vote of the resolutions. As now we can proceed with the -- both the ordinary and extraordinary agenda items. Also taking part in the meeting. Mrs. [indiscernible] representing Deloitte & Associates auditors, Mrs. [indiscernible] for this matter. Also, statutory auditors, [indiscernible] is attending the company's request and is here to check and record the proper conduct of this meeting. In accordance with the standard practice, the documents relating to the notice of this meeting have been placed on the table. Productions Article R.225-81 through 225-83 and 88 of the Code of [indiscernible] have been complied with and documents referred to in articles are 22589 and 90 of the same code have been made available to the shareholders. And the time limits regulations since all the shareholders have already had the opportunity to review the Board of Directors report. We will, therefore, not be reading it in its entirety. So this meeting is being broadcast live, and we have now created legal formalities and may proceed with the meeting itself.

Thank you. Mr. Timothy O’'Loughlin Chief Executive Officer; Lars Ihlen CFO; Laurence Lafont, Chair of the Governance and Compensation Committee and myself as the Chair of the Audit and CSR Committee. And finally, our independent auditors will each take the forum in turn to discuss the following items. First, Vantiva's current situation, two, the 2025 financial results, three, Q1 and outlooks for 2026, a focus on CSR and the compensation of the executives, and then we will have the report of the auditors. I will now give the floor to Mr. Tim your Chief Executive Officer for the opening presentations.

Welcome, shareholders to our Annual General Meeting. As Chief Executive Officer, is my duty to present the key highlights of the past financial year. I am pleased to report that we successfully delivered on all the objectives we set for 2025 despite a very volatile market. On Slide 5, following a strong start to the year for the Broadband segment, demand began to normalize in the third quarter and carried through into the fourth. This was partially expected given the particularly high level of activity we recorded during the fourth quarter of 2024. In 2025, we were also negatively impacted by supply constraints on certain components. The Video business continued to decline due to structural issues in that segment of the market. Despite this, we achieved a significant improvement in EBITDA margin driven by cost reductions from our rationalization efforts and the gains from integrating CommScope's, Home Networks business. Those synergies exceeded our initial expectations and further cost optimization opportunities remain ahead. During the year, we also initiated discussions to refinance our debt, which you read was successfully completed recently. In short, thanks to the company's transformation program and the commitment of our teams, we successfully delivered on all our objectives for the year. Of course, we do not intend to stop here, and we will continue advancing toward a sustainable turnaround for Vantiva. Lars, our CFO, will provide a more detailed review of the year's results, but first, let me comment briefly on 2025 activity. The group reported revenue of EUR 1.7 billion for the year representing a decline of 7% at actual exchange rates and 3.1% at constant exchange rates. Alongside the currency headwind, this decrease reflects the normalization of activity in Q4 and the continued decline in the Video segment. EBITDA amounted to EUR 145 million, up 33% year-over-year. The EBITDA margin came in at 8.3% of revenue compared to 5.8% in 2024. This improvement reflects the positive impact of our transformation plan and the operational benefits of bringing home networks into the group. Free cash flow after financial expenses and taxes was positive at EUR 62 million, an improvement of EUR 87 million compared to the previous year. It's worth noting that this is the first time free cash flow has turned positive since the separation of Technicolor Creative Studios. We exceeded every objective we had communicated at last year's Annual General Meeting, making 4 consecutive years in which we have met or surpassed our targets. Performance across the year was supported by strong demand for WiFi 7 and fixed wireless access solutions. Vantiva held and, in some case, strengthened its leading position into markets. Demand for Video set-tops on the other hand continues to feel the impact of structural shift in how consumers access video content, particularly in North America. The successful integration of the CommScope Home Networks business once again demonstrates the group's ability to fully capture potential synergies from such transactions which enabled us to exceed our initial expectations. Innovation remains a core priority for our company. We conducted multiple market trials for various gateway technologies, securing new business opportunities and winning new customers in the process. On sustainability, our policies and initiatives have allowed us to raise our ambitions with a target of achieving Net Zero greenhouse gas emissions by 2040. We are also developing solutions to reduce energy consumption of our products across their life cycle and improve packaging recyclability. These efforts were recognized with a gold medal from EcoVadis, placing us among the top performers in our industry. We are seeing encouraging signs of demand in the Broadband segment in Q1 2026, particularly for our Innovative Solutions in North America. Revenue, however, has been affected by the weakness of the U.S. dollar and continued softness in Video. Uncertainty surrounding memory availability and pricing, combined with ongoing geopolitical tensions is creating volatility in our operating environment, for this reason, we have decided to not provide EBITDA guidance at this stage. That said, we are targeting positive free cash flow for the year after financial expenses and taxes. I will now hand over the podium to Lars Ihlen, our Chief Financial Officer, who will walk you through our results and financial position in more detail. Thank you.

Thank you very much, Tim. So Tim has already touched upon a lot of these points, but allow me to go in a bit more details on the changes from 2024 to 2025. So sales decreased roughly by 7%, and this was mainly driven by a systemic decline in our Video business. So during the year, our Video segment declined by 41%, fully offsetting a 13% growth in our Broadband segment. EBITA increased from EUR 109 million to EUR 145 million, and this is mainly coming from the synergies we achieved during the integration of the Home Network division. So the EBITDA equals 8% or 3% of sales, which is up from 5.8% at the end of 2024. Depreciation and provisions increased by EUR 5 million to EUR 68 million, and as a result, EBIT increased by EUR 30 million from EUR 46 million to EUR 76 million. EBITDA as a percentage of sales equals 4.3% of sales, which is up from [indiscernible]4% the prior year. The nonrecurring expenses reached a negative of EUR 110 million during 2025, which is a EUR 35 million increase from 2024. A reduction in the amount of restructuring reserves was more than offset by a onetime impact of settlements we had with some key customers following an IP indemnification claim. [indiscernible] was an EBIT of minus EUR 47 million, which is roughly in line with the number from 2024. The net result for the continuing activities was minus EUR 145 million, and that's an improvement of EUR 12 million from the prior year. If you look at the results from the discontinued activities, they were negative by EUR 248 million and that's mainly coming from the disposal of our Supply Chain Services division in March 2025. And more specifically, the largest part of this loss was linked to an accounting entry of EUR 201 million following the reclassification of all the accumulated exchange rate variances linked to this division since [ Thomson ] purchased Technicolor early in the 2000s. This variance was already accounted for on the balance sheet and it didn't have any impact on our equity or our free cash flow. The net result was minus EUR 393 million, down EUR 111 million from the year before. But as said, this is mainly linked to the one-off accounting impact that I just mentioned. The following part of this table explains the movement in the free cash flow, but I have a later slide that will explain that a bit better. So one final point to mention on this page is that our net debt without leasing under IFRS reached EUR 508 million, up EUR 40 million from 2024. This was mainly driven by the peak interest that are accruing to the end of the year and the lower cash on hand that we had at the end of December. So if you move on to the following slide, we can look at how we generated our free cash flow. So if you start with the EUR 25 million negative we achieved in 2024. We need to add the EUR 36 million of improvements in EBITDA that you just mentioned. We have been able to reduce the CapEx by EUR [ 18 ] million, thanks to streamlining our R&D functions. And cash out for restructuring improved by EUR 21 million as the peak of the synergies was taken out in 2024. The variation of working capital was negative by EUR 28 million, and this was measured by the variance last year versus the variance in 2025. So even if the working capital was positive in 2025, it is still negative because it was less positive than in 2024. Pensions improved by EUR 6 million and interest and other financial expenses improved by EUR 17 million. This was mainly linked to the fact that the bridge loan we had during 2024 was repaid in 2024, and we didn't have any interest expense on that in 2025. We also had lower utilization on the Wells Fargo facility during the year. And finally, our taxes improved by EUR 16 million, mainly through a U.S. tax bill that was fully refunded in 2025. And the sum of all of these changes gave us a EUR 62 million in free cash flow in 2025. Then the following page shows us the liquidity and the debt at the end of 2025. We had EUR 13 million cash on hand, and we had EUR 22 million available on our Wells Fargo facility, giving us a liquidity of EUR 35 million at the end of the year. The net debt without leasing was EUR 501 million in nominal terms and EUR 497 million according to IFRS. If you now look at a bit of what happened in the first quarter. So our revenues in Q1 were impacted both by the negative exchange rate and continued decline in the Video market. So sales were down 4% at constant rate, but 14% at actual rate as the dollar depreciated versus the euro in the second half of 2025. In concentrate, the Video business declined by 40% and the Broadband business increased by 13%, continuing the good trend out to 2025. In terms of positive impacts in the first quarter, it's worth mentioning the continued [indiscernible] activity in our North American market, and traction on new contracts with the WiFi 7 technology. As Tim just mentioned, we are not going to give a guidance on EBITDA this year, and this is due to the uncertainties concerning the memory cost and other component shortages in the market. However, we have chosen to give a guidance on the free cash flow, which we expect to be positive during the year. One of the biggest news this quarter is that we have managed to finalize the -- an agreement of lenders to do an amend and extend of the credit current facilities. The maturity of the new facilities have been extended to April 30, 2030 for the first lien and October 30, 2030 for the second lien. In addition to this, approximately EUR 20 million of [indiscernible] have been converted into a pick instrument that is maturing in April 2031. The extension of this debt is accompanied by several strategic initiatives including a proposed transfer of the company's listing to Euronext growth multilateral trading facility and a proposed issuance of a convertible bond to the participating lenders, avoiding the need for a cash settlement of the exit fees we just mentioned. Both these measures remain set to shareholder approval. We have also extended the maturity of our asset-based lending facility with Wells Fargo to the end of June 2030. Taken together, these measures will enhance Vantiva's financial flexibility, improve its financial efficiency and support execution of our long-term strategic objectives. And with this, I give it back to Kathleen.

Dear shareholders, I would like to spend a few minutes to report on Vantiva's, environmental, social and governance performance. As Chair of the Audit and CSR Committee, I closely following this work throughout the year. I'm pleased to share where the company stands. Let me begin with external recognition because independent assessments give a useful, comparable read on progress and contribute to transparency on our sustainability communication. As mentioned by Tim, in March of this year, Vantiva earned its fourth EcoVadis gold metal, placing it in the top 1% of companies in its sector worldwide. This rating covers the environment, human rights, ethics and sustainable procurement. It reflects the breadth of the company's commitment to ESG commitment and initiatives. On climate transparency, Vantiva maintained its CDP score of B for the 2024 climate report, confirming the quality and reliability of the climate data it reports on its carbon trajectory. I am also proud to report on pay equity. Vantiva's adjusted gender pay gap stands at minus 0.3% at global level, which means the company has reached effective parity across the group. As regards our accomplishments, I would like to outline the following elements. Firstly, for the climate transition, the science-based targets initiative in October 2025 approved Vantiva's near and long-term targets, confirming that they are aligned with the 1.5 degrees pathway in the Paris agreement. This validation sets a Net Zero target for 2040. A which is an accelerated target by a full decade from its original 2050 time line. The company will also in the [indiscernible] 2026 published its climate transition plan, which sets out year-by-year what goals we put in place to achieve these targets. For example, Vantiva has also taken raw data from 14 key suppliers with a view to better understanding their decarbonation strategy and to refine its own road map. The suppliers represent a significant portion of the company's carbon footprint. So their involvement is essential for our approach to be credible. On governance, Vantiva achieved Global ISO-37001 certification across all its sites in the world. This anti-bribery standard gives shareholders, customers and partners confidence that the same high ethical bar applies everywhere the company operates. Finally, on social commitment. Vantiva has integrated the living wage into its code of ethics, which formalizes it [indiscernible] that everyone who works with the company can meet their basic needs with dignity. Taken together, these achievements and commitments show a company that treats sustainability and sustainable development as a central part of its operating discipline and its long-term value creation. Vantiva will keep strengthening its ambitions, and I look forward to reporting further progress next year. Thank you for your attention. I'm now going to give the floor to Ms. Laurence Lafont, who is Chair of the Governance and Compensation Committee.

Good afternoon, everybody, dear shareholders. I will now present the key points of the Board of Directors' report on corporate governance. Your Board of Directors consists of 10 directors and 1 nonvoting director. It includes 5 women and 5 men, its independence rate is 70%. This Board has a strong international dimension that reflects that of the group's activities, not only due to the presence of foreign directors, but also to that of French directors who are based abroad or who have spent most of their careers abroad. Furthermore, directors and nonvoting director represent a broad and diverse range of expertise, whether in cross functional or operational roles, covering the group's various business lines and sectors. In 2025, Board of Directors met 14 times with an average attendance rate of 90%. Since January 2026, the Board's committees have been reorganized. The Board is now supported by 2 standard committees, the Audit CSR Committee and the Governance and Compensation Committee. In addition, an ad-hoc refinancing committee has been established to monitor the group's financing maturities and renewals. The composition of these committees is displayed on the screen. As a reminder, in 2025, the Board was assisted by 3 Board committees, which were also very active with attendance rates, respectively, of 90% for the Audit Committee, 83.3% for the Compensation and Talent Committee and 93.8% for the Governance and Corporate Social Responsibility Committee. Beyond the restructuring of the committees, the Board's composition has changed significantly since December 2025. And I would like to remind you that on the 13th of March 2025, the Board of Directors noted that the terms of office of [indiscernible] and Mark [indiscernible], directors representing the employees have expired. On 30th of June 2025, your shareholders' meeting renewed the terms of office of Mr. Timothy O’'Loughlin and Thierry [indiscernible] as Directors. On 22nd of December 2025 the Board appointed Ms. Katleen Vandeweyer as Chair to replace Mr. Brian Shearer, who had resigned. I will now introduce the directors whose terms are being proposed for ratification and renewal today. First, you will be asked to ratify the appointment of Mr. Dylan Hallerberg as a Director for the remainder of the term of his predecessor, Mr. Brian Shearer, who has resigned. That is until the conclusion of the Annual General Meeting to be held in 2027. Mr. Dylan Hallerberg is classified as an independent director here. He is a U.S. and British citizen. He has significant expertise in finance and corporate governance. Next, you will be asked to renew the term of Ms. Katleen Vandeweyer, who joined the Board in April 2023 as an independent director. Ms. Katleen Vandeweyer, is Chair of the Board of Directors, and of the Audit and CSR Committee. As her term expires at the conclusion of this meeting, it is proposed that you renew her term for a period of 3 years. That is until the conclusion of the meeting to be held in 2029. We will take any questions later. Thank you. Ms. Katleen Vandeweyer is a Belgian national. She serves as a Director of both publicly traded and privately held companies. She has extensive experience in finance and corporate governance. Her expertise will be invaluable in maintaining the Board's positive momentum and addressing Vantiva's operational challenges. Next, you are invited to renew the term of Mr. Laurence Lafont, who joined the Board in August 2022 as an independent director. Laurence is Chair of the Governance and Compensation Committee. As the term expires at the conclusion of the meeting, you are being asked to renew it for a period of 3 years, that is until the conclusion of the meeting to be held in 2029. Ms. Laurence Lafont is a French national and a corporate executive. She has extensive experience in governance. Her skills will be invaluable in maintaining the Board's positive momentum and addressing Vantiva's operational challenges. Thank you, Katleen. Next, [indiscernible] asked to renew the term of Ms. Karine Brunet, who joined the Board in June 2023 as an independent director. Ms. Karine Brunet is a member of the Audit and CSR Committee. As that term expires at the conclusion of this meeting you're being asked to renew it for a period of 3 years, that is until the conclusion of the thing to be held in 2029. Ms. Karine Brunet is a French national. She is a member of Cap Gemini's Executive Committee. She has extensive experience in strategy and operations. Her expertise will be invaluable in maintaining the Board's positive momentum in addressing Vantiva's operational challenges. You will also be asked to ratify term of office of Mr. [ Tony Werner ], who joined the Board in June 2023 as an independent director. His term expires at the conclusion of this meeting so you are being asked to renew it for a period of 3 years that is until the conclusion of the meeting to be held in 2029. Mr. Tony Werner qualifies as an independent director. He is a U.S. citizen, and has significant expertise and experience in technology and [indiscernible] business. His expertise will be invaluable in maintaining the Board positive momentum and addressing Vantiva's operational challenges. Next, you being asked to renew the term of office for Angelo Gordon represented by Ms. [ Nicola Van Mala ]. The company, Angelo Gordon was appointed to the Board in October 2023. It is a member of the Governance and CSR Committee. Its term expires at the conclusion of this meeting. So you're being asked to renew it for 3 years. That is until the conclusion of the meeting to be held in 2029. I will now present the main points of the Board of Directors' report on compensation. This report covers corporate officers' compensation and the proposed compensation policies for 2026. All of these details are set forth in the company's 2025 universal registration document in the section on the -- of the corporate governance report [indiscernible] to compensation on Pages 119 following. Regarding the compensation paid or awarded for the 2025 fiscal year, you are invited today to approve that through the say-on-pay ex-post resolutions, numbered 11 and 12. Regarding the compensation awarded or paid to Mr. Tim O’'Loughlin for 2025 in his capacity as Chief Executive Officer. You are asked to approve the items detailed on Pages 128 through 131 of the 2025 registration statement. This consists primarily of a fixed compensation paid every 2 weeks in the amount of USD 750,000. Variable compensation amounting to USD 260,625 the payment of which is subject to an -- to a post factor vote by this general meeting. And again, he received a supplementary payment of USD 54,324 to cover his housing expenses. Timothy O’'Loughlin compensation for his role as CEO for the 2025 fiscal year with this total, EUR 1,006,081. That is annually. Regarding the compensation of the members of the Board of Directors, within an annual budget of EUR 700,000, the total amount allocated to directors as compensation for their duties billed in 2025 was EUR 558,500 compared to EUR 543,000 in 2024. The breakdown of this compensation shown on the screen and reflects the application of the allocation rules, which I will review in a few minutes as much of the directors' compensation policy. I would like to remind you that the ex-post compensation for directors is not the subject of a specific resolution, but is to be approved by you as part of the block vote, which is the subject of Resolution 12. I would now like to say a few words about the 2026 compensation policies applicable to the different categories of corporate offices, which are submitted for approval as part of the [indiscernible] say-on-pay under resolution numbers 13, 14 and 15. Ms. Katleen Vandeweyer was appointed Chair of the Board of Directors on December 22, 2025 to replace Mr. Brian Shearer, who resigned. For the record the previous compensation policy for the Chair of the Board of Directors provided for a fixed annual compensation of EUR 250,000. Mr. Brian Shearer had waived this compensation [indiscernible] to the policy implemented by at Angelo Gordon. It is proposed that Ms. Katleen Vandeweyer be granted annual fixed compensation of EUR 330,000 for her duties as Chair of the Board of Directors. This amount represents the maximum that we wanted to offer given Ms. Katleen Vandeweyer's high level of involvement. She also serves as Chair of the Audit and CSR Committee, and the Ad-Hoc refinance Committee. The Chair of the Board of Directors will not receive any compensation for duties as Director. Let's move on to the compensation policy applicable to the Chief Executive Officer, which is resolution #14. The compensation policy detailed on Pages 122 through 127 of the 2025 universal registration document is as follows -- off my comments. This is a new recognition. [indiscernible]. They are available on the General Meeting website. This is in line with the regulations, perhaps we could continue, and then we'll take some questions later, if you don't mind. There's some time presentation and then Q&A which will come later. Thank you. I'll try to be as clear as possible. Now Pages 122 through 127 of the universal registration document is as follows: an annual fixed compensation of USD 750,000 paid every 2-weeks. Variable compensation amounting to USD 750,000 for 100% achievement of objectives, which may reach a maximum of USD 1,125,000 or 150% of fixed compensation amount. In the absence of authorization to grant performance shares and to rely in the CEO's interest with those of the shareholders, rewarding his contribution to performance while maintaining a balanced compensation structure and ensuring consistent positioning relative to the company's peers, additional compensation of up to USD 10 million over 3 years is proposed. This compensation is contingent upon achieving demanding financial targets, and on the condition that the Chief Executive Officer remains in office as of June 30, 2028. This compensation will be paid according to the following terms up to a maximum of maximum of USD 1 million, subject to ex post approval by Vantiva's 2026 Annual General Meeting following the 2027 Annual General Meeting. Please note that the associated target was not met. Consequently, no compensation will be awarded in connection with this target. A maximum of USD 3.5 million subject to ex post approval by Vantiva's 2027 Annual General Meeting following that same Annual General Meeting. And then USD 5.5 million, subject to ex-post approval by Vantiva's 2028 Annual General Meeting and following that same Annual General Meeting. The objectives include reducing medium-term debt, generating free cash flow, growing revenue and EBITDA as well as diversifying and refinancing long-term debt at a better interest rate. These objectives are detailed on Page 157 of the universal registration document. In the event of departure prior to June 30, 2028, regardless of the reason for the termination of the term of office, he must reimburse the company for all advanced payments received prior to the effective date of his departure and will forfeit all rights to any awarded but unpaid long-term exceptional cash compensation. Termination indemnity and noncompetition indemnity will also be planful. Concerning the compensation policy applicable to directors, subject to resolution 15, the annual compensation budget would remain at EUR 700,000. The rules and allocation levels proposed under this [indiscernible] would be as follows. The fixed compensation of EUR 30,000 for each director variable compensation of EUR 3,000 for each Board of Directors meeting. The fixed compensation of EUR 15,000 for each committee chair, a fixed compensation of EUR 15,000 for the lead director, if any, we, at the present term have none, variable conversation of EUR 2,500 for each meeting of the standing committee and EUR 500 capped at EUR 4,000 for the ad hoc committee on refinancing, travel allowance of EUR 2,000 limited to trip lasting more than 6 hours. Thank you for your attention. This presentation is now over. I will hand over to the Chair.

Thank you, Laurence, for your presentation. I will now give the floor to [indiscernible], representing the firm [indiscernible] who, on behalf of the Board of statutory auditors, will summarize the content of the statutory auditor's reports for you.

Ladies and gentlemen, shareholders, Madam Chair, the Board of Directors. On behalf of the Board of statutory auditors Deloitte [indiscernible] it's my honor to report to you on our engagement and to present and/or report issued on the fiscal year ended 31st of December 2025. These reports have been made available for most parts in the universal registration document, as is the custom to summarize the key points of our reports. Both purposes of the Ordinary General Meeting, we have issued 4 reports which are included in full in the universal registration document, the report on the annual financial statements, the group's consolidated financial statements, the special report on regulated agreements and the assurance report under the sustainability statement. The annual financial statements were prepared according to the French accounting principle, the consolidated statements based on the IFRS standard as adopted by the EU. Now I would like to remind you that our firm -- objective is to obtain a reasonable assurance that financial statements are honest and compliant with applicable regulations without any material misstatements. We conducted our work in accordance with the professional standards applicable in France. The [indiscernible] on work were presented to your company's Audit Committee and Board of Director summary. We have issued an unqualified [indiscernible] consolidated financial season and annual financial statement for the fiscal year ended December 31. Our report on the annual financial statement includes a comment regarding the first-time application of the ANC regulation rule on modernization financial statement. Our reports also highlight the key points of our audits. These areas that require particular attention during the fiscal year which are based on [indiscernible] of the management. They relate to the assessment of the liquidity risk and financial indebtedness and the assessment of the recoverable value of goodwill for the consolidated financial statements of equity securities for the annual financial statements for each one of these matters. Our reports describe the risk then [indiscernible] audit procedures performed to address them. Finally, regarding the specific reviews required by law, our reports conclude that we have no observations regarding the information contained in the management report, the corporate governance report and the other documents provided to the shareholders. Regarding our report on regulated agreements, we have been notified the new agreement for drawing down and creating a security authorized and entered during fiscal year 2025, which is submitted for your approval and 4 agreements already approved in prior fiscal years, and included in our report. With regards to the work on published sustainability is information, the report issued by Deloitte is intended to provide limited assurance regarding the compliance of the 3 items presented on the screen with applicable rules, including ESRS standards based on the work performed, no material errors, omissions or any inconsistencies were identified in those report, includes an observation that does not call this conclusion [indiscernible]. In connection with the extraordinary general meeting, we have prepared four reports. The first one, regarding the 17th resolution concerning the authorization [indiscernible] to the Board of Directors to reduce the share capital while canceling repurchase shares. Second report pursuant the 18th and 19th, 20th, 21st, 23rd, 24th and 27th resolutions, for the proposal to delegate to your Board of Directors the authority to issue various issuances of shares and securities with a waiver of preemptive [indiscernible] from rights. Report 3, regarding Resolution 25, concerning the delegation of authority granted to the Board of Directors to [indiscernible] various securities of the company, reserve for participants in the company savings plan. Fourth report pursuant to the Resolution 26 regarding the delegation of authority granted to the Board of Directors to issue common stock and/or various securities of the company reserved for categories of beneficiaries as part of employee share ownership transactions outset the group savings plan. We have no specific comments except for our second report which calls for comment on our inability to express an opinion regarding the selection of the factors used to calculate the issue price and the elimination of the preemptive subscription right. We will prepare additional report if necessary when your Board of Directors exercises, these delegation. Finally, in accordance with that, we would like to bring to your attention in [indiscernible] identified during our engagement relating to the [indiscernible] resources liquidity with the statutory trial frame. Thank you, dear shareholders before we give you a floor and open the discussion. I would like Simon to present the [indiscernible] question. Thank you, Dear Chair, no question in writing was received by the company as referred to in article R.225-58 of the French Code of Commerce. So the audience is now invited to ask the questions in either French or English as we have interpreters to translate in the room. And please use the microphone to ask your questions. And please make sure that you ask your questions directly and precisely and concisely responsible that is a maximum of 2 minutes.

Afternoon. It's a very short question. I would like to know if there will be a regrouping of shares?

As it stands today or in the coming years. Nothing has been decided about this. And anyway, we -- as such was the case it would be submitted to the shareholders. Perhaps I will let our CFO answer this question now. Okay. That's all I can say. In view of the share price it would seem that there will be a regrouping of shares. Okay. Next question.

Good afternoon. Do you know that the average rate of indebtedness in 2025.

It is presented in the URD I think just from the top of my head, I think it reached 11.5%. But you can confirm that with URD.

First of all, I would like to thank you for these presentations, missed the beginning of the meeting I arrived about 30 minutes late, sorry. But what I'd like to know is the impact -- potential impact of the sharp price of memory prices on what we manufacture. And I think from a geographical point of view, we've stabilized our footprint after the merger with the other competitors. But do we have any sourcing issues, problem with the tariffs? Or is any problem related to energy just gas or industrial gases?

I'll take them each individually. From a memory standpoint, like all of the electronics manufacturing companies, Vantiva has seen accelerating memory prices. We see that in every memory category, which includes different flavors of DDR memory and eMMC flash memory. Our customers have been reasonably cooperative, and the majority of the firms in the space, OEMs like Vantiva are passing the cost of the memory through to the customers, much like you saw the announcement last week from Apple that they had to raise their prices. So it is a problem across the industry. We have a Chief Operating Officer and procurement team that is world-class. They work the memory issues every single day, and we talk to our customers every day about memory. Around sourcing we have seen because of the AI build-out we have seen other categories in sourcing continue to become constrained or accelerate things like ceramic capacitors, PCB material, any of the components have from time to time, become scarce or gone up. We're continuing to monitor the cost of the devices in trying to pass that through to customers. You asked about tariffs also. Tariffs have mainly impacted our business in a limited way in the United States. And in the United States so far, only our Video CPE products have been impacted by tariffs. And fortunately or unfortunately, depending on how you look at it, we don't have many shipments of Video CPE devices into the United States. So we really have paid very few tariffs and some of those tariffs may become refundable pending the outcome of the administration's issues in the United States with respect to tariffs. The Broadband devices do not incur tariffs. And then you asked about the cost of petroleum. We've seen the cost of petroleum go up and down a few times over the last 12 months. We track the cost of transportation of our goods and mainly the cost of transportation to Europe, or to the United States. All of that has been accounted for. We are watching transportation costs very, very closely with respect to that impact of petroleum there are some indirect impacts of the conflict in the Middle East related to the price of helium and some other goods that are related to petroleum. We've seen a little bit of flow-through of that, but very minor so far. Thank you. Very good question.

Okay. Any other questions?

I have a question about the financial figures end of 2025 in particular, for the cash flow of the company, EUR 13 million cash available by the end of 2025 plus EUR 22 million with the confirmed credit line. These amounts remain pretty low and down from the previous years, if I'm not mistaken. So my question is to know what are your objectives? Or any actions you have envisaged to improve the cash flow of the company and do you ensure the operations in the longer term for the group?

Thank you for this question. And you are right. I mean, to have EUR 13 million cash on hand and EUR 22 million available on our equity facility is low. That gives us some challenges, but these are things that management know how to deal with and we are dealing with this on a daily basis trying to make sure that we have enough cash to run this business. Going forward, we are, of course, looking at several things to improve the situation. One of the things we can see is that the new debt we have negotiated comes at lower interest than the previous step, which is good news, which will make it easier to handle the future. And we are also looking at what we can do with customer-suppliers in order to make sure that we have enough cash to run this business. So management is on top of it. We're working it on a daily basis, and we are expecting this to be [indiscernible] into 2026 and 2027.

My second question is about -- but before I would like to say that it's been nice to have a comprehensive handout document before the meeting. So my question on the finance now. What is it possible to do to lower the interest rate that the lenders, the banks apply because you said that we were standing at 11.5% -- is huge. So how can we bring this number down to, say, 8% or 9%?

Why we are paying so much interest. And that is because the debt we took out in '22 was built in a way where we were supposed to sell the assets we had in technical and creative studios and repay this debt quickly. And it was structured, so it got more and more expensive during the years to motivate us to sell the shares and repay this as quick as possible. As we said now, we knew what happened -- we know what happened to the assets of Technicolor Creative Studios, and we were not able to settle the debt as we had hoped, meaning that we were getting a more expensive [ debt along ]. So in order to make sure that when the debt became due this year, in June this year, we have spent a considerable amount of time in the market, running a different couple of a couple of projects, to make sure that when we came to the time of refinancing, we got the best possible debt. So we run one exercise where we were going externally with an external bank contacting a multiple of financial institutions, seeing what they could provide, and we run an order track, which was trying to extend to the current lenders and we run the exercise together. And when we came to the conclusion, we saw that the best thing to do was to amend and extend with the current lenders. We have much better rates than what we had in 2025. We are seeing roughly 300 basis points going forward, which takes us down to the area you were mentioning of roughly 8%.

Thank you. Any other question. No. Okay. I cannot see any other hands being raised. I note that the other shareholder wishes to ask any other questions. Therefore, the discussion is now closed. We can now proceed with the vote of the resolution, and therefore, I will give the floor to [ Simon].

Thank you, Dear, Chair. Today's general meeting is called upon to vote on 27 resolutions, put to you by the Board of Directors. Before we proceed with the vote, we will first check the final quorum. The shareholders hold [indiscernible] shares representing 73.18% of the company's share capital to proceed with the vote on resolution. We propose to use the individual electronic voting devices systems that have been handed over to you. You have here a slide to tell you how to use these devices. Because all the shareholders were able to review the draft resolutions and the documents enabling them to cast an informed vote. I purpose not to read the resolutions in full. Any objections to this? Resolution 1 on the approval of accounts votes. We have an issue with the voting for us. Okay. [Voting]

Voting is over. Resolution adopted, carried. Resolution 2 consolidated accounts as of 31 of December 2025. Voting is open. [Voting]

Voting is now close. Resolutions is carried with the majority of votes. Resolution 3, the results closed on the statement on 31st of December 2025 is open. [Voting]

Adopted. Resolution 4, for special reported the auditors on regulated agreements. Vote is open. [Voting]

Voting is closed. The resolution is adopted. Fifth resolution to finding the director term for Mr. Dylan Hallerberg, open for voting now. [Voting]

Now it's closed. It is adopted for the majority. Sixth resolution, renewing the term of Ms. Katleen Vandeweyer. Voting is open. [Voting]

Voting is closed. And the resolution is adopted by a majority. Seventh resolution, renewing the term as Director of Mr. Laurence Lafont. You can now vote. [Voting]

Voting is closed. The resolution is adopted. Renewing the term as Director of Ms. Karine Brunet. You can now vote. [Voting]

Voting is closed. And it is adopted. Ninth resolution, renewing the term of Mr. Tony Werner, Voting is open. [Voting]

Voting is closed. The resolution is adopted. 11th resolution. Renewing the -- sorry, I've gone to the wrong resolution. You can vote now on renewing the term of office of Angelo Gordon. So this is the tenth resolution. [Voting]

This is now closed. The resolution is adopted by majority. 11th, approving the compensation of Mr. Tim O'’Loughlin for 2025. You can now vote. [Voting]

The voting is closed. The resolution is adopted. 12th resolution, vote on the information relating to compensation paid during 2025 were awarded in respect of that financial year to all corporate officers. You can now vote. [Voting]

Voting is now closed, and the resolution is adopted. Number #13, approval of the compensation policy applicable to the Chair of the Board of Directors for 2026. You can now vote. [Voting]

Voting is closed, and the resolution is adopted. Number 14, approving the compensation policy for the CEO for 2026. You can now vote. [Voting]

Voting is now closed. The resolution is adopted. Number 15, approving the compensation policy for directors for 2026. You can now vote. [Voting]

Voting is closed and the resolution is adopted authorization granted to the Board of Directors for a period of 18 months to implement a share buyback program. You now can vote. [Voting]

Voting is closed. And the resolution is adopted. Number 17. This is the [indiscernible] part now. Authorization granted to the Board for a period of 18 months to reduce the share capital by canceling shares repurchased under the share buyback program. You can now vote. [Voting]

Voting is closed, and the resolution is adopted. Number 18, delegation of authority granted for 26 months to the Board to issue shares and/or securities giving access either immediately or in the future to the company's share capital whilst maintaining the preemptive subscription rights. You can now vote. [Voting]

Voting is closed. The resolution is adopted. Number 19, litigation of authority granted for 26 months to the board to issue without preferential subscription rights and by way of a public offer with the exception of those referred to in article L.411-21, of the Monitoring and Financial Code, shares and/or securities conferring immediately or in the future rights to the company's share capital. You now can vote. [Voting]

Voting is closed. The resolution is adopted. 20th resolution, delegation of powers to the Board to issue without preemptive subscription rights, shares and/or securities conferring immediately or in the future rights to the company's share capital as part of an offer referred to an article L.411-21 of the Monetary Financial Code. You can now vote. [Voting]

Voting is closed, and the resolution is adopted. Number 21, delegation of powers to the Board of Directors to increase the number of shares to be issued in the advent of the capital increase with or without preemptive subscription rights. You can now vote. [Voting]

Voting is closed. And the resolution is adopted. Number 22, delegation of powers to the Board to carry out an increase in share capital by capitalizing share premiums, reserves or profits. You can now vote. [Voting]

The resolution is adopted. Resolution 23, delegation of authority granted to the Board of Directors for a period of 26 months, to issue, without preemptive subscription rights, shares/or securities confirmed immediately or in the future, right, the company's share capital for the purpose of compensating contributions in [indiscernible], made the company. You can now vote. [Voting]

Voting closed, and the resolution is adopted. Number 24, delegation of authority to be granted to the Board to issue ordinary shares and/or equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or transferable securities giving access to quity securities to be issued with the preemptive of subscription. The right being waived in favor of more and more persons to appointed by the Board. You can now vote. [Voting]

Voting is closed. And the resolution is adopted. Number 25, delegation of authority for a period of 26 months to the Board of Directors to carry out a share capital increase without shareholders' preemptive subscription rights, reserved to members of the group savings scheme. You can now vote. [Voting]

Voting has closed and it is adopted. Number 26, delegation of authority granted for 18 months to the Board to carry out an increasing share capital without preemptive subscription rights for shareholders reserved for specific categories of beneficiaries, shareholding schemes for the benefit of employees outside the group saving scheme. You can now vote. [Voting]

The resolution is unanimously or majority, approved. Overall, limits on the amount of issues carried out under delegations of authority. You can now vote. [Voting]

Voting is now closed, and the resolution is adopted. The last resolution now powers of attorney for formalities. Voting is now open. [Voting]

Voting is closed. And the resolution is adopted.

We have now completed our agenda and nobody else has asked to speak. So the meeting is adjourned. For those of you who would like some -- there is some refreshments in the hallway. So thank you very much for your participation, and we wish you a wonderful summer. Thank you very much, everybody. [Statements in English on this transcript were spoken by an interpreter present on the live call.]