Viridien Société anonyme (VIRI) Earnings Call Transcript & Summary
April 30, 2025
Earnings Call Speaker Segments
Philippe Salle
executiveGood morning to all of you, ladies and gentlemen. Ladies and gentlemen, dear shareholders, we are pleased to welcome you today for our Annual General Meeting. As a preliminary matter, in accordance with the EU regulations, we would like to inform you that this Annual General Meeting is currently being recorded and available as an audio webcast on our website. We would like to thank you for turning off your mobile phones. I now propose that we proceed with the legal formalities for the constitution of the bureau. In accordance with Article R225-101 of the French Commercial Code, it has been proposed to the 2 shareholders representing the majority of the votes to act as scrutineers. We have with us today DNCA Finance holding 3.22% of the share capital, represented by Mr. Boris Radondy; and we have INOCAP Gestion holding 0.78% of the share capital and represented by Mr. Geoffroy Perreira. So the 2 shareholders are on my left. These 2 shareholders who are present today have got the largest number of votes, have previously accepted these duties as scrutineers, and we would like to thank them for this. Mr. Eduardo Coutinho, Chief Legal Officer of the group and member of the Executive Committee is appointed secretary for today. And we are also pleased to welcome in the room the members of the Board of Directors: Mrs. Anne-France Laclide-Drouin; Mrs. Colette Lewiner; Mr. Michael Daly; Mr. Olivier Jouve; and Mr. Mario Ruscev. Also President of the members of Executive Committee, Madam Emma Muller, Head of HR; and Mr. Jerome Serve, the Chief Financial Officer. We would like to thank our auditors, Mazars, represented by Alexandre Belleville; and EY, represented by Mrs. Claire Cesari-Walch, and she will present us with the work on behalf of the college of auditors. The bureau being constituted, I now declare the meeting open. I inform you that the attendance form shows that the number of shareholders represented or having cast a postal vote represents, at the current stage of our tally, a total of 2,508,000 voting rights corresponding to 34.91% of shares with voting rights. We will give you the final figure when we vote on the resolutions. The quorum of 25% required for a combined general meeting is therefore reached. In preparation for the combined general meeting and in accordance with the law, a prior notice of the meeting was published in the BALO on March 24, 2025. The combined general meeting was convened by a notice of the meeting published in the BALO and in the Le Parisien on April 11, 2025. The invitation brochure was sent to all registered shareholders. The general meeting is therefore constituted and established. The desk contains all of the general meeting documents required by law. These documents have been published on our website and are available to shareholders at the registered office within the legal deadlines. We have not received any written questions or requests for the inclusion of draft resolutions or items on the agenda. We will begin this meeting with a presentation of our Board of Directors and its committees, followed by a presentation of the remuneration compensation items for corporate officers as well as the proposed remuneration compensation policies for 2025. And Sophie will present you with the different business activities for 2024 together with the outlook of the group. Finally, our statutory auditors will reflect on their work and present their reports. This will be followed by a traditional question-and-answer session before the vote on the resolutions. Regarding governance. So if you look at the Board of Directors, the composition of our Board of Directors has remained unchanged. You can see the people on the slide: 9 Board members, 9 Directors, 8 of whom are elected by shareholders and 1 Director representing the employees, Mr. Choupin. However, in the wake of this meeting, as the company no longer overshoots the account thresholds that require the appointment of a Director representing employees and as Mr. Patrick Choupin's term of office expires, no Director representing employees will be appointed after the meeting. The Board of Directors will be, therefore, made up of 8 Directors at the close of this general meeting. During the 2024 financial year, the Board met 8 times with an overall attendance rate of 100%. So one session was fully dedicated to the strategy of the group with a specific focus on our group business activities. In addition to reviewing the accounts and the risks associated with Viridien's activities, the Board has, during the past year, approved SMO restructuring, share consolidation, debt refinancing, first with the extension of the RCF and the repurchasing of bonds, then more recently, in March, with the issuance of senior secured bonds matured in October 2030, for a total nominal amount of $450 million, bearing a 10% interest rate and for a total nominal amount of EUR 475 million bearing an 8.5% interest rate. We remind you that in accordance with AFEP-MEDEF Code, the Board met once last December as part of an executive session, i.e., without Chief Executive Officer being present, to discuss the governance structure and the Chief Executive Officer's performance and objectives. The Board of Directors has complied with diversity-related objectives in 2024. First, the Board is composed of 50% of women, of 87.5% of Independent Directors, a rate well above the 50% recommended by the AFEP-MEDEF Code. Our Board also includes 3 nationalities, French, American, British. The average age of the members is about 62, and the members of the Board have a lot of expertise in different domains and fields of energy, innovation, digitalization, technology, IT and strategy. The council has established 4 committees, which report directly to it. The first committee is the Audit and Risk Management Committee, chaired by Mrs. Anne-France Laclide-Drouin. This committee met 6 times in 2024 with an attendance rate of 100%. The second committee that you can see on the slide, the Remuneration, Nomination and Governance Committee, chaired by Mrs. Colette Lewiner. This committee met 8 times in 2024 with an attendance rate of 97%. Then the Sustainability Committee, chaired by Mr. Michael Daly. The committee met 3 times in 2024 with a 100% participation rate. And the New Business and Merger Acquisition Committee, chaired temporarily by Sophie Zurquiyah. It met 4 times in 2024 with an attendance rate of 95%. Lastly, in order to foster interactions between the committees in view of cross-functioning issues such as the implementation of the CSRD directive aimed at beefing up transparency and making companies accountable for the environmental, social and governance impacts. I will hand over to Mr. Coutinho, the Chief Legal Officer of the group. He will introduce you to Directors whose terms of office are up for renewal or ratification by the general meeting. He will then continue his presentation highlighting the main items relating to the remuneration of corporate officers.
Eduardo Coutinho
executiveThanks a lot, Chair. Good morning to all of you. First of all, let's have a look at the terms of office that will be renewed or whose quotation is submitted to this meeting. The Board of Directors, on the recommendation of the Compensation, Appointments and Governance committee, proposes the renewal terms of office of Mr. Philippe Salle, Mrs. Anne-France Laclide-Drouin, and Mr. Michael Daly for a period of 4 years until after the end of the General Meeting of 2029 called upon to decide on the financial statements of the past fiscal year. I would now like to introduce each of the Directors whose term of office or mandate is up for renewal. Mr. Philippe Salle has been an Independent Director of the company since 2018. As you know, he's also the Chair of the Board. He is 59 years of age. He is a French citizen and he holds 2,830 Viridien shares. The participation rate, the attendance rate at Viridien Board is 100%. In 2024, he received remuneration worth EUR 240,000. And since February 1, Philippe Salle has been the Chairman and Chief Executive Officer of Atos, a listed French company. Mr. Philippe Salle will be appointed by Chairman of Viridien's Board of Directors and Lead Director subject to his reappointment by the present General Meeting. We'll return in more detail to the temporary change in the mode of governance in the governance structure as it were. Mrs. Anne-France Laclide-Drouin has been an Independent Director of the company since 2017. She is 57 years old, a French citizen and owns 225 Viridien shares. Madam Anne-France Laclide-Drouin is also Chairwoman of the Audit and Risk Management Committee and a member of the Sustainability Committee. Her attendance rate at Viridien Board meetings in 2024 was 100%. In 2024, she received a remuneration of EUR 72,300 in her capacity as Director. At the same time, Mrs. Anne-France Laclide-Drouin is also a Board member at Believe, a French listed company. Let's move on with Mr. Michael Daly, who has been an Independent Director of the company since 2015. He is 71 years of age and is British and he holds 345 Viridien shares. Mr. Michael Daly is also Chairman of the Sustainability Committee and a member of the New Business and M&A Committee. He is currently Professor at the university, of Earth Sciences, at Oxford University and is a Director of Snowfox Discovery Limited, a hydrogen exploration company. His attendance rate at Viridien Board meetings in 2024 was 100%. In 2024, he received remuneration in his capacity as a Director amounting to EUR 64,300. Mr. Michael Daly holds no other office in a listed company. On October 31, 2024, upon recommendation of the Remuneration, Appointment, and Governance Committee, Viridien Board of Directors coopted Mrs. Amélie Oyarzabal as an Independent Director to replace Helen Lee Bouygues’ for the remainder of the term of office, i.e., until the close of the Annual General Meeting in 2028 convened to approve the financial statements for the previous year. So we ask you to ratify her cooptation. Madam or Mrs. Amélie Oyarzabal is an Independent Director. She is 70 years of age, a French citizen, and holds 750 Viridien shares. Mrs. Amélie Oyarzabal is a member of Viridien's New Business and M&A Committee and also a member of the Audit and Risk Management Committee. She's currently Managing Director of Greenhill's French office. Her attendance rate at Viridien Board meetings in 2024 was 100%. In 2024, she received remuneration of EUR 15,575 in her capacity as Director. Amélie Oyarzabal holds no other office in a listed company. By way of conclusion, the Board of Directors supports the renewal of Mr. Salle, Mrs. Laclide-Drouin and Mr. Daly's terms of office, and the ratification of the cooptation of Mrs. Oyarzabal to enable the group's transformation to continue in order to meet the future challenges and seize the new opportunities as we move forward. Finally, in line with the announcement made last December, the company has decided to temporarily change its governance structure to combine the functions of Chairman of the Board and Chief Executive Officer. Accordingly, in view of Mr. Philippe Salle's new position with another listed company in France, Viridian's Board of Directors has decided to replace its current Chairperson as of April 30, 2025. On the recommendation of the Compensation, Appointments and Governance Committee, the Board, therefore, decided to implement the succession plan provided for this purpose. As a result, Sophie Zurquiyah will hold, for the transitional period, the role of Chairman and CEO of Viridian with effect from April 30, 2025. This unified governance will last at the latest until the end of Sophie Zurquiyah's term of office as Director, i.e., until the Annual General Meeting of 2026. At the same time, in the interest of stable and balanced corporate governance, the Board is proposing to this Annual General Meeting that Mr. Philippe Salle be reappointed as a Director with reinforced role as Vice Chairman of the Board and Lead Director. I would now like to invite you to review the components of the remuneration paid to our corporate officers, starting with the Chairman of the Board. With regard to his ex-post remuneration, i.e., for the 2024 financial year, the amounts paid are stable compared with 2023 and are in line with the policy approved by the '24 Annual General Meeting. The Chairman's ex-ante compensation policy for fiscal year 2025 will remain identical to that of 2024. It will apply to the period from January 1 to April 30, 2025. It will comprise of a fixed portion of EUR 170,000 per annum in respect of his position as Chairman and a variable compensation of EUR 70,000 in respect of his position as a Director. This variable compensation will be subject to a minimum attendance requirement of 90% and will be paid pro rata temporis. As for the other components of his remuneration, the Chairman of the Board is eligible for the general health and welfare scheme and a company car, but does not benefit from either. I now propose that we move on to the remuneration of the Chief Executive Officer. The compensation paid or awarded to the Chief Executive Officer for 2024 is in line with the policy approved by the shareholders in 2024. The Board of Directors, on the recommendation of the Compensation, Appointments and Governance Committee has assessed the amount of variable compensation of EUR 780,215 for 2024 based on an overall target achievement rate of 115%. In addition to that, 1 million performance shares were allocated to the Chief Executive Officer in 2024. Total long-term compensation amounts to EUR 450,000, i.e., 66% of the Chief Executive Officer's fixed annual compensation. The vesting period for these compensation components is 3 years. Concerning the Chief Executive Officer's ex-ante compensation policy for '25, this is applicable to Mrs. Sophie Zurquiyah for the period from January 1 to April 30, '25, prior to the implementation of the compensation policy for the Chairman and Chief Executive Officer applicable from April 30 to December 31, 2025, during which period Mrs. Sophie Zurquiyah will also assume the role of Chairman of the Board and Board of Directors in addition to her current role as Chief Executive Officer. The remuneration policy for the Chief Executive Officer applicable until April 30, 2025, remains unchanged from that of 2024. It provides for a fixed annual remuneration of EUR 680,400 paid pro rata in the period from January 1 to April 30, 2025. As for the annual variable component, the principles remain unchanged. The target is 100% of fixed compensation with 2/3 financial targets and 1/3 nonfinancial targets. For financial targets of Viridien, the core sales criteria has replaced the operating income criteria. No other changes have been made to the financial targets, which still include group net cash flow, free EBITDA, and external sales from group activities. Nonfinancial targets remain largely similar to 2024 and focus on the following points, i.e., the strategic plans of the group and new activities, the management of the group's commercial and operational performance and of its human resources, the group's social environmental responsibility and governance. In 2025, a criterion linked to debt refinancing has also been added to assess the success of this refinancing, ensuring that the interest rates obtained are in line with market conditions, including for the new revolving credit line. Long-term variable remuneration remains subject to factors based on growth in Viridien's share price relative to an index composed of a group of peers, revenues from the new beyond the core activities, average net debt-to-EBITDA and the company's ESG performance. Vesting and assessment period for this long-term remuneration is 3 years. The remuneration policy for the Chief Executive Officer also includes other benefits, including company car, general health and welfare scheme, supplementary pension scheme, international medical insurance, executive and employment benefit, termination indemnity and noncompetition commitment. The unified role of Chairman and Chief Executive Officer referred to as Chairman and Chief Executive Officer is the subject of a separate remuneration policy, subject to a separate resolution and applicable from April 30 to December 31, 2025. This policy provides for a revision of fixed remuneration in relation to the Chief Executive Officer's policy, while the other components of remuneration remain unchanged in line with the Chief Executive Officer's remuneration policy for 2025. Indeed, an increase of 11% is proposed, raising fixed compensation from EUR 680,400 to EUR 755,400. This increase in fixed remuneration after 3 years without review reflects the Board's desire to recognize Sophie Zurquiyah's performance, particularly in executing the strategic plan, selling off nonstrategic activities and growing beyond the core activities. This adjustment is also designed to ensure competitive positioning. The increase in fixed remuneration offsets a long-term remuneration below the median figure of the comparison panel, enabling total remuneration to remain broadly in line with the market. Lastly, the increase takes into account new responsibilities as Chairman of the Board of Directors until the Annual General Meeting of 2026, and would represent a development considered reasonable in view of the projects completed and the challenges ahead as fixed remuneration was reviewed as part of the 2025 policy and reviews are carried out in relatively long intervals. No change in the pipeline for the fixed remuneration in 2026. Concerning the compensation policy applicable to the Board members in 2025, the total package is maintained annually at EUR 550,000, unchanged from 2020. The rules for distributing the compensation among the Board members that is a fixed component, representing 1/3, and a variable component that is preponderant, representing 2/3, will be identical to what we have in 2024. The only changes concern 2 main points. The remuneration of the Lead Independent Director, EUR 30,000 per annum, and the nonremuneration of written consultation. I'll now give the floor to Ms. Sophie Zurquiyah, the Chief Executive Officer. Thank you.
Sophie Zurquiyah-Rousset
executiveThank you to everybody for coming along here today to the general meeting. I therefore present our 2024 business operations, the financial statements, too, and give you some inputs concerning Q1 of 2025 that we reported last evening, and also talk about our financial road map. To sum it up, Viridien is now positioned as being a high-tech company in the area of geosciences, and we're a leader, an unrivaled leader, an undisputed leader. We make our services and products and equipment available to all of the challenges and those meeting the challenges connected with natural resources. Now we have 3 main business lines: Geoscience and Imaging, Earth Data concerning seismic data, and then Sensing and Monitoring, which is an area specialized in seismic equipment, SMO. So to deliver our products and services, we're underpinned by 3 main pillars. We've got exceptional teams for a start, and we have more than 1,000 people with a master's degree, and we've got a lot of people with doctorates, especially in physics as well. So highly qualified people. And we have high-quality differentiated data. I'll show you some pictures in a minute, and remarkable technologies, digital technologies. And also, I wanted to say that these skills and competencies, we implement also in order to develop new markets. Last year, they represented 10% of our total revenues. We chose 3 main strengths. Firstly, low carbon, to focus on low carbon, carbon capture and storage, and then digital, HPC and cloud solutions, and then infrastructure monitoring. We consider, as we're a benchmark player in terms of ESG, and our way of looking at things is -- we're rated by ESG rating agencies, and we're among the best rating you'll find in our industry. And we've established a high standard. We've set the bar high, as they say. And that's part of our value, to always act responsibly. So one of the things we measure is our pathway towards carbon neutrality with an objective for 2050 that we've set down. I hope we'll achieve it even before that. We're making progress faster than initially planned actually. And right now, compared with our benchmark in 2019, our baseline, we've managed to change by 71%, reduced by 71% our emissions since 2019, that is. And we have 25% of women in managerial posts, that was in 2024, in the uppermost echelons of the company. And that's part of ESG as well, of course. When it comes to the number of employees, 3,378 employees at the end of 2024. And you can see the breakdown here per business area with Sensing and Monitoring represented almost 1/2 of our headcount, and region by region with Europe and the Middle East representing the biggest proportion, knowing that it's France and the U.S. mainly there. 30% of women and 70% of men in total in our organization. I'll now review the financials for 2024, and the operations. To sum it up, well, we can say that overall, 2024 was a year of outperforming ourselves, overachievements really, because we have overachieved what we wanted, we've gone past what we wanted to do initially. So you see our segment revenue here. And we've increased the adjusted EBITDA by 14% compared to 2023. That was beyond our expectations in spite of the fact that there were $54 million worth of penalty fees from the vessel commitments. This is the commitment we've made. But in spite of that, we outperformed, we overachieved. The net cash flow, that's the most important metric, $56 million, beyond our expectations. We thought it would be $30 million, and up by 71% compared with the previous year 2023. Now the main highlights are summed up here. I talked about our overachievement concerning the financial objectives. On the operational side, we're very happy to put in a good business development performance in Geoscience and Earth Data. For Geoscience, it can be measured by the fact that at the end of the year, we increased by 90% our order book, our backlog for imaging activities, that's a huge increase, that enables us to deliver Q1 this year that was beyond our expectations. Also regarding Earth Data, it's a mixture, I would say, of good performance levels in aftersales and also combined with an increase in CapEx and an increase in investments, so an increase in prefunding of our investments. In Sensing and Monitoring SMO, well, we improved our financial performance knowing, as you'll see later, that we were expecting a dip in the revenues, and key milestones were achieved of the financial road map that we set down. And in March of 2025, we saw the refinancing of our debt, which indeed crowned our successes in that regard. So we have our 3 core businesses, as you know, Geoscience, Earth Data and Sensing and Monitoring. In Geoscience, we increased our market share more than 50%. So we have best-in-class technology. I mentioned our more than 1,000 experts. On Earth Data, we have about 20% of our market share, and we're continuing to invest every year in new seismic data in key basins, which are Gulf of Mexico, Norway and Brazil, but also in other regions that I'll present in a short while. Sensing and Monitoring, we remained with about 50% of our market share with the largest installed base, and this installed base is getting bigger and bigger the whole time as we deliver new equipment. And we had about 1/2 of the vessels that were operating and we had 50% of new land channels delivered since 2018. So developing new businesses then, the 3 main focuses, I presented them earlier, low carbon solutions, digital and infrastructure monitoring. Now the low carbon solutions. That's a very natural add-on or extension to what we were doing already, because we're using our expertise in geoscience in order to identify reservoirs for the storage of carbon and also so as to identify mines and ores that are necessary for the energy transition, especially as we were saying before, lithium is important for us, and also copper that's really important for electrification. And then regarding digital, the focal points are mainly on the digital transformation for our clients, in particular, the utilization of their subsurface data, the management and digitalization and classification of those subsurface data, we call it the data hub, and the use of our computing power, not just for oil and gas and for our long-standing customers, but also in new verticals, use our HPC facilities. And then infrastructure monitoring, which is development of our Sensing and Monitoring business area, the utilization and repositioning of our sensors for the supervision of the health -- I mean, the soundness of these infrastructures, be they bridges, tunnels or railways, for example, but not just those. There are other examples, too. And to give you some color on that, at the moment, we're doing a survey of a nuclear power plant site. So you can see here the dynamic of each of our business areas between 2023 and 2024, a big increase in the momentum here, very positive for Geoscience. It's gone up by more than 20%. That's the external business figure compared to the previous year, shored up by our technological innovation and algorithms and imaging. I'll show you some pictures in a short while. We're all over the world in this activity. We're in geographic regions where there are subsurface complex issues to be resolved. And historically, we've always been present where there are complex issues to be resolved in the subsurface. But also we're in the Middle East, taking care of complex subsurface imaging issues. Now we renewed 2 contracts, dedicated contracts for clients where we work within the customers' organization with dedicated centers. We renewed 2 contracts there, one in Oman, where we're working for PDO for more than 30 years already. So that gives you an inkling into how important we are for that client; and another one for Shell, a 3-year contract. And then EDA, high level of EDA revenues. As you see here, as I was saying earlier, was driven by new investments. We saw a big increase in our CapEx and our investments in EDA. We went from about -- we've gone up quite a lot. And in our core business zones, we use our technologies to reuse existing data and give new value to them. So we can continue selling the data. And then EDA aftersales up 25% in a flat market, as you see here, too. So for Sensing and Monitoring, we did expect the revenue to go down. It did go down by 27% following the delivery of mega-crew systems in 2023. So this wasn't a recurring thing. And obviously, it didn't happen again in 2024. So we expected the revenue to go down there, which it did in SMO. However, we have recurring revenues at quite a fair to middling level, I would say, concerning our installed base. And also beyond that, we focused last year on operational efficiency and on the drop in the level of profitability of that particular business. The new businesses next that we talked about earlier, $118 million worth of revenues in 2024, up by 33% compared to the previous year. You can see it here, but in reality, they're contained and accounted for within each of the business lines. Now DDE represented, that's Geoscience and Earth Data together, by the way, DDE. And there's a lot of synergy you see, because we use the most recent Geoscience technologies and Earth Data so as to put together our data libraries. And you see here some images, our most recent piece of investment in the Gulf of Mexico, where you can see the image, most recent image we had, we thought was the best one possible, some years ago, that is. It was the most recent. Now we have a newer one, which you see on the right, and you can obviously see the difference there. For our customers, it's highly important that they're trying to bring down their investment spending and increase their success rate in exploration, because with that kind of image, customers can increase their success rate, obviously, because they have access to more detailed information. Now the success in imaging and this innovation that we have in imaging is underpinned by computing power by our HPC facilities. And we're clearly the leader in our industry in that, but not just in our industry, we're probably one of the biggest industrialists in that area, in France, in Europe or maybe even worldwide. I'm talking about industrial scale. I'm not talking about computation centers of hyperscalers or Google, people like that. That's not the same thing. They're dedicated to artificial intelligence mainly. But industrially speaking, we have huge computing power. You see the figure in petaflops here for 2024, and it's going up year-by-year. And that is really the driver of our geoscience activity, too. So it's that activity that we're trying to now focus outside of oil and gas, I mean, so as to provide those HPC services to other business areas and other verticals. Now on Geoscience, we have more than 1,000 people, 1,200, 1,300 people all over the world working in Geoscience. And I'm just looking for the detailed data. I have them here somewhere. From memory, I would say, 5 regional centers, and it is 5 regional centers. You see them in green here and 22 centers for processing imaging data. And then Earth Data, we're investing a lot in our project portfolio. You see in pink, oil and gas in our key basins, Laconia OBN, Gulf of Mexico, and then Norway up there to NVG '24 in pink as well in oil and gas. And Brazil is our other big key basin. We didn't do any major project there last year, but there are some new ones. You see a future -- forward-looking ones that you see dotted around the world in pink too, Ivory Coast, Côte d'Ivoire Reprocessing, Malaysia, associated with an acquisition there. And early on in 2024 in Australia, too. And the Australian project is partly oil and gas and partly low carbon. And you can see we're trying to implement this business model that we have in Earth Data to carbon capture and storage possibilities, because obviously, oil reservoirs can be used, some of them anyway, for carbon storage. But we're trying to deploy that business model then also in the mining and ore part of the business. It's a bit more difficult because it's a new business model. And we invested in North America in Arizona Multiphysics, as you see here. Here, we propose a package of comprehensive data that will enable different clients to go faster in their exploration operations. Regarding Sensing and Monitoring, in 2024, it was a year of transition for us, connected with revenues that were down, but we had expected that, and driven by our onshore systems, our nodal and cable-based systems. And also on the marine side, we have our new marine nodes, GPR300, we call them, 300 because of the depth. So it's shallow waters. And also, we should note the success of our low-frequency source. And it's thanks to that also that we're capable of improving the quality of the images that I was showing you a minute ago. So we've put in huge efforts to restructure here in SMO to improve the breakeven point. And we had $330 million, that was profitable. And in that sector, which represented 17% of revenues, we saw lots of potential concerning infrastructure monitoring, especially the utilization of our solutions for more geotechnical activities, that's in mining, tunnels and railways. And at the moment, we're doing surveys regarding stability for railways in Saudi Arabia, for example. And the deployment of Marlin, this is a solution that we got from the oil and gas sector in order to help and optimize marine and sea logistics in ports and harbors. Let's zero in on the new businesses, accounting for 10% of our sales and revenues in 2024, and 33% in terms of growth versus the previous year. So the 2 big chunks or the 2 big contributors to the $118 million in terms of sales and revenues, carbon storage and monitoring together with infrastructure monitoring. On the right-hand side, you can see a list of the different projects. I've mentioned some of them. The railways in Saudi Arabia, digital technologies. We've been working with different companies in digital imaging, in biotechnology. We endeavor to develop our network with some customers. They need those computing power procedures. And of course, what is important is low carbon and carbon capture business activities. It's an extension of our work in oil and gas. More figures for 2024. I mean, I've talked about those figures. Have a look at the stable revenues, $1.17 billion versus 2023 and the increase of the adjusted EBITDA, $455 million despite the penalties that we got, $54 million, because of the ships. Why did we pay some penalties? Because we were obliged to use the capacities or pay penalties. And last year, we didn't get good projects. So at the end of the day, it was more profitable and interesting for the company to pay for penalties instead of launching long-haul projects that were negative for the company. And we also started to see the effects of the optimization plan for SMO. So net income, $36 million, positive net income is up $51 million. So what is the main focus for the company? We need to generate cash and to reduce our debt level. We are very happy that we've managed to improve the figures, $56 million in terms of net cash generation in 2024. So 2 years characterized by positive cash generation. And what is important is organic growth. And investments were significant, $341 million. These are investments in the data library, up $81 million in order to reach $250 million, and industrial investments have been made. They have been on the way in the past. And following significant investments in the data center, the situation improved. The cash flow is $56 million despite contractual penalties worth $75 million. The figure is different to that of EBITDA, because you have the discontinued business that is being considered. You have the marine or sea business activity was not accounted for in the recurring business. Now allow me to provide you with some elements for the first quarter. We did get off to a good start at the beginning of the year, something that has been hailed by the market. At the start of this meeting, the revenues, $301 million, one of the best quarters ever that we've posted for quite a long time, up 10% versus 2024. Adjusted EBITDA that has increased significantly. You have a mixture of different business activities that are more significant. And of course, we have the 10% revenue up. Of course, we have some penalties that we need to pay, but we have fewer penalties than last year. And of course, we've managed to improve the operating performance for Sensing and Monitoring. And in general, more business activities and Sensing and Monitoring is doing well. So minus $20 million for the net cash flow, you have to take into account the interest paid worth $42 million. They should have been paid in the second quarter, but they were paid in the first quarter because of the refunding, refinancing procedure. With corrected figures, the figure would be $22 million versus $30 million the previous year. So refinancing took place in March last year. This is something that we indicated, but we did not mention a date, but we did that in March in order to anticipate the ups and downs of the market, and we anticipated them in April, the end of the commitment of the ship capacities. This will help us in terms of cash flow generation and liquidities or $257 million, and we used our cash in order to redeem a part of our debt as part of this refinancing project. Let's have a look at the momentum for the different business areas and activities. It's a positive momentum for Geoscience. And it is still driven by our technologies that are totally different, and we can stand out from our competitors. The momentum is quite significant in the United States. But there's another significant project in Algeria that we wanted to tap. It does highlight that we have a diversified base of customers. That's quite logical. Our market share is more than 50%, and we can stand out from our competitors with our earth-related products. People know us regarding offshore deep water segments, but we are developing ourselves in North Africa, in the Middle East. Regarding Earth Data, the first quarter was very good, $104 million in terms of revenues. The first quarter normally is very low. But in the past few years, we've witnessed a change to the cycle of data. In the fourth quarter, it was generally buoyant. The fourth quarter is less risk, but you can notice that the first quarter of the next year is quite buoyant, a good momentum for the new projects, but also for the after sales. And we are very happy with the results of Earth Data, Sensing and Monitoring business activities. They have been stable from 1 year to another. And the business activities are very brisk for the Earth business activity, and there's a drop in the marine or sea business activity. And you have to consider the customers. We don't sell directly to national companies in the Middle East or in North Africa. We've been working in Latin American countries and in other areas as well. But we sell to companies, acquisition companies. These are services-oriented companies, and they work for national companies, but the final customer is a national company. So we are quite stable if you look at our business. Let's talk about the financial road map that is being mentioned for the results of 2023, early 2024. The financial road map has been executed taking into account the different items and elements. Refinancing of our debt at the start of the year with some details. So you can see the details in terms of bonds and $990 million in terms of bonds and the gross debt has been reduced and maturity debt has been postponed to October 2030. And we hope to generate cash worth $100 million in 2025. And how are we going to go about it? So we take into account the 2024 performance, the end of the commitments having to do with the ships, and this will enable us to have no penalties. So it will be positive improvement of Sensing and Monitoring productivity. It will be a major contributor, and we hope that our core business activities and new activities will go up in order to generate $100 million worth of cash for 2025. This is a target that we confirmed yesterday. And we think that our markets will remain stable, and this is the assumption that we've made on the basis of the discussions that we've got with our customers since the announcements that we made in early April. I already summarized all that. So there's a new indicator regarding EDA. It is cash EBITDA indicator, because we manage the company taking into account cash. And of course, we want to reduce our debt level, and we think that this indicator is quite logical, more logical than in the past. If you look at the outlook, there won't be any change to the market. So exploration production environment will be stable. The Geoscience business activity will continue to grow in a positive fashion because of the order books that we've managed to get last year. The cash EBITDA of Earth Data will improve, and we will make some savings for Sensing and Monitoring. And of course, we conducted some savings last year. And especially at the end of the restructuring process of the year, we hope that we will continue to improve the new business activities and the new business activities will be more profitable. And I've mentioned the financial objective, $100 million in terms of cash flow. But of course, we need to make sure that the market is stable. I think that I've got a slide left. A slide about the distribution of our shareholding base -- shareholders base, 40% of private investors. That's quite a significant figure for a listed company and 60% of industrialists.
Philippe Salle
executiveThanks a lot, Sophie. So I would like to invite the auditors, and they will present us their work on the financial year 2024.
Claire Cesari-Walch
attendeeChairman, ladies and gentlemen, shareholders, Board members, on behalf of the colleagues of the auditors, EY and Mazars, allow me to present you with the work that we did, as you can see in the different reports that have been established. So we issued 6 reports. And our 3 categories, the first is pertaining to the ordinary general meeting, and they are about our reports on the annual accounts and consolidated accounts of your company, on the one hand, and our special report on the related party agreements. The third category encompasses our reports regarding the resolutions pertaining to the extraordinary general meeting. These resolutions are about authorizations and delegations of authority granted to the Board in order to conduct capital-related operations. The first reports are in the universal registration document. You can see the page numbers in the presentation, and the others are available on the Internet site. And I will give you a conclusion. So for the ordinary general meeting, to report on the annual accounts and consolidated accounts, first and third resolutions, we've certified reservedly the annual accounts and the consolidated accounts for 2024, established according to the French accounting principles and rules and according to the IFRS system as it is adopted in the EU. For the annual accounts of last year, we've identified a few points in the audit regarding the assessment of the investment securities and related receivables, and we've examined the different processes. Regarding the consolidated accounts, there are 3 points to consider: the assessment of goodwill because of their importance in the accounts and estimates and judgments of management on which this assessment is based, especially if you consider the energy transition situation; assessment of Earth Data surveys, they are based on the judgment of management; regarding the outlook for sales and recoverability of deferred tax assets because of the estimates and judgments of management that are required for the assessment of the recoverable nature of these assets. We've also conducted the checks that are provided for the law. No observation to make regarding the information given in the management report. And in the report about corporate governance this year, EY as an auditor has issued a certification report about information in the field of sustainability and control of communication requirements of information provided for Article 8 in regulation of EU 2020/852 regarding the financial year that was closed on December 31, 2024. On the basis of verifications, we haven't detected any error, any mistake or significant mistake regarding the compliance of a process that is implemented with Viridien with ESRS, compliance of information regarding sustainability included on Chapter 3 of the management report with the different requirements of Article L.233-28-4 of the commerce code and with ESRS, and we complied with the requirements of Article 8 of the EU regulation 2020/852. No authorized covenant has been given to be submitted to your approval. So no agreement has been given an opinion upon that would have been approved by -- through a general meeting. So for the extraordinary general meeting, reduction of the share capital, 20th resolution. This resolution proposes to delegate to the Management Board for 24 months as of the date of this general meeting [ such as any ] power to cancel in the limit of 10% of its capital the shares bought as part of purchase authorization by your company of its own shares, issuance of ordinary shares or different securities of company with the preservation of renewal of the subscription preferential right. The global nominal amount of the increase in capital that will be conducted in the future won't go above EUR 3,580,732.50 as part of the 21st, 22nd, 23rd, 24th, 26th, 27th resolutions. And the total nominal amount of increase of the capital likely to be conducted immediately or in the future won't go above EUR 3,580,732.50 as part of resolution 22nd; EUR 760,146.50 (sic) [ EUR 716,146.50 ] for the 23rd, 24th, 26th resolutions. The global nominal amount of the securities likely to be issued won't go above EUR 50 million for the 22nd and 24th resolutions. These things take into account the number of additional securities that need to be created as part of the delegation of authorities that are being mentioned in the 22nd and 24th resolutions according to the condition provided for in Article L.225-135.1 (sic) [ Article L.225-135-1 ] of the commerce code. If you adopt the 26th resolution, issuance of ordinary shares and securities, I mean, for the corporate savings plan, the maximum nominal amount of the increase will be 2% of the share capital that has been reached as part of the decision that was made by the Board. When it comes to achieving this increase, you need to take into account the maximum nominal amount of the ordinary shares that will be likely -- that will likely be issued according to the 22nd resolution of the current general meeting together with the ceiling that was set as part of the 18th resolution of the general meeting on May 15, 2024. We will establish supplementary reports if the delegation of authorities are being given to your Board so that we can express an opinion on the final conditions for these operations. I would like to thank you for your kind attention.
Philippe Salle
executiveThank you for your presentation. I suggest we should open the floor to questions at this point. We'll have the Q&A session. But before I give the floor to the shareholders, I'd like to recall that in line with the regulations, this session is being broadcast live, so the replay will, of course, be available on our website later on. And before taking the floor, you may introduce yourself, or you don't have to. You're free not to give your names. You won't be filmed. We'll just record your voice. And having said that, I think we shall now start the Q&A session. So you'll be handed a wandering mic or a roving mic. There are people in the room who will give you a microphone. Thank you.
Unknown Shareholder
shareholder[ Christian Lacompte ] is my name. I'm a long-standing individual shareholder. I have a question for our lady CEO, please. Given the refinancing that's been done with interest rates of 10% for $450 million worth and 8.5% for a bit more than USD 500 million, that represents quite a charge, doesn't it? It's a big debt burden to bear about $90 million paid per year. So I wanted to know the time line, please, that you're going to use or implement so as to deleverage, to reduce that debt burden so that this burden of debt and the servicing of the debt won't drive down the stock price like it has been happening for some time now.
Sophie Zurquiyah-Rousset
executiveI perhaps give the floor to our CFO, who might add further information. But indeed, as you underscore the debt burden is substantial at $95 million in the past. Now it's $90 million. But we paid back some of our debt with the interest rates that were a bit higher so that if you look at what happened in the last few months was finally, there were good interest rates that we managed to obtain, so the figure comes out as being more or less equivalent in terms of the debt burden that is. So that's why we're trying to generate as much cash as possible. That's our priority to try and deleverage. Now we haven't officially reported the way in which we're going to do this, but we do intend to allocate a substantial share of our cash that's generated to deleveraging the company. And we can do that given the arrangements we have. Jerome, would like to add something perhaps?
Jerome Serve
executiveYes. Well, the first thing to be added is that it's B-, which is our rating. So we're still in an area where debt is expensive. The U.S. interest rates are higher than the interest rates in the Central Bank. So there's usually a cost of debt in dollars that's higher than what you have in the euro currency. Now you're quite right. If you look at the level of debt right now. Can you not hear me? Will I be closer to the microphone, perhaps? Okay. So I think the most important thing now will be to generate cash to the tune of $100 million and more so as to bring down the net debt.
Sophie Zurquiyah-Rousset
executiveIf you don't mind, if I could chip in, a priori, we're not really dragged down by the debt too much because if you look at the multiples of TGS, a competitor of ours, they're much -- I mean they're much less indebted than ourselves. And they were less indebted before that. But it's just a phenomenon to do with the perception of the sector. The perception of oil and gas is getting better, of course, the perception of exploration, but that's changing, too, as everybody realizes that we need to continue to find new oil and gas reservoirs and develop more fields. So it's a perception of the industry, I would say, rather than just perception of us as a company.
Unknown Shareholder
shareholderWell, in how many years are you going to pay back the $990 million of debt? How long is it going to take to pay back?
Jerome Serve
executiveWell, before, debt is $200 million of net cash flow, and then if you take account of the interest, so if we continue with $100 million additionally cash generation, I mean.
Unknown Shareholder
shareholderWhat about the capital increase? Is that -- would you not do a capital increase to go faster on this?
Jerome Serve
executiveWell, it's like the sort of [indiscernible] that was hanging over us that we don't really need it though. After a capital increase, it doesn't change the enterprise value really, the worth of the company. But what we've got to do to create value is really generate cash flow, generate good earnings, good cash flow and bring down the net debt because the cash flow will automatically bring down the net debt. So if we keep the gross debt and bring up the cash, that's the idea. So it's up to the Board to decide when and how we would pay back our debt, and those discussions will take place at the Board when the time comes. But $100 million are net, don't forget it, after paying back the interest. When we mentioned $100 million, it was after paying for the interest charges. And also the net debt in the first quarter, you saw it was bit skewed because we anticipated -- well, when we reimbursed the old debt and incurred the new debt, we had to pay off the interest on the former debt. And of course, the cash flow for the coming 3 quarters will, of course, necessarily be higher.
Unknown Shareholder
shareholderYes. I'm an individual shareholder myself. I've got several questions. Firstly, regarding the business segments. It's good to have stabilized the computation capacity at the number of petaflops that we have now and that would be utilized for industrial computations, as you said, but -- mainly. But will this computing power be made available to business segments like recycling that would utilize a lot of data, I'm sure, especially for sorting? And what about construction materials, maybe the possibilities there or in the automotive sector? Another question. And my second question is the following. We're in France. So I understood correctly, for a long time, we haven't seen any campaigns for exploration of the subsoil or the subsurface here in France. Now how many -- how much -- how far down can you go on the subsurface to do service down there under the ground? [ This was 2 assets ] in the presence of metals, ores or oil and gas. We might have some surprises if we went down deep enough. So that's another question. Another question I have, where we did the reverse share split. And why aren't you going to propose a dividend, especially now as 6 million to 7 million shares are out there only. So if you had a dividend of [ EUR 0.20 ] per share, it would be [ EUR 1.5 million ] cash out. I'm sure would be bearable for the company, should be doable.
Philippe Salle
executiveOkay. Can I take the last question and I leave Sophie answer the first 2? Okay, the question came up about the dividend. But with the refinancing arrangement we have, it's more or less impossible to make that decision at the Board for 2025 in respect of the 2024 results that is. But this is an open-ended question, of course, for next year. As we're going to generate cash, it's a possibility to start redistributing, paying out some kind of dividend. But that will be debated upon when the time comes in the Board at the start of 2026. And I don't know the outcome of those discussions, but we'll see what happens. We'll see how it goes. Now that the refinancing has been completed after 2030 and we're cash positive, it's a normal question to ask oneself if we're not going to pay out a dividend for Viridien and remunerate our shareholders, especially our faithful, loyal shareholders who stuck by our side the whole time. I'll leave you -- answer the more technology-related questions, Sophie.
Sophie Zurquiyah-Rousset
executiveOkay, the subsoil in France, subsurface in France. Under the surface in France, there is oil and mining -- sorry, gas and mining potential. Now don't know about permitting though. But in particular, there were permits or licenses that were opened in the Paris area at one stage in the Paris Basin and in the Aquitaine Basin to offshore, offshore. So there's, no doubt, potential there. Now regarding mines and ores, there was more activity in lithium, and we're part of that. In the recent past, there were start-ups here in France involved in lithium extraction, lithium mining, and we worked alongside some of them. Now hydrogen is not really in the mining segment, but it's a natural resource too and natural resource hydrogen that we're looking at. And we're a player that we're a must in geoscience. So obviously, we would be part of anything that would be going on, hopefully. Now computing power, 530 petaflops in the figure. In this year, we should continue to increase the computing power. As I was saying, it is industrial computing that we make available for our clients. We talk to people at TotalEnergies, ExxonMobil and PETRONAS and so on. They themselves have HPCs, and they need high computing power, and they sometimes talk to us to see if we can help them out. But on other verticals, we've selected the world of biotechnologies, biotech. The designing of medication, for example, you need huge computing power. We're looking for business niches where you need extremely high computing power. What we're doing is pretty state-of-the-art actually. And it's not just algorithms and computing power. It's our ability to understand the interactions between the algorithm and the machine. And the fact of being able to design supercomputer HPC architectures that would be in line with the needs of the problems that have to be resolved. And you find that in the designing of medication and biotech. Also, material science. We work in material science as well and digital imaging too, films, and you've seen lots of things going on there. Films are more and more digital, of course. And there is an imaging -- there are imaging issues to be resolved that require huge computing power. And we're trying to focus on certain specific segments that have extremely high computing needs.
Philippe Salle
executiveAnd if I could chip in. After petaflops is exaflops. So that's the next step-up. We have a question over there.
Unknown Shareholder
shareholderI'm an individual shareholder in Viridien also. I have a question. I came in during the meeting, and I don't know if the $990 million is net debt or gross debt. $990 million, is it net or gross?
Philippe Salle
executiveIt's net.
Unknown Shareholder
shareholderNet. And gross, what's the figure for the gross?
Philippe Salle
executiveA bit more than $1 billion. I think it's $1.1 billion, is it? $1.1 billion.
Unknown Shareholder
shareholderOkay. And then I wanted to know what's the current status regarding the takeover bid of Chevron on Hess. It was -- there's supposed to be some kind of outcome in May, and I'm just wondering what's the status -- what's the indemnity that Viridien would obtain? And what about the use of licenses by Chevron? And what's going to happen there?
Sophie Zurquiyah-Rousset
executiveYes, you're referring here to our business model for -- in the Earth Data for the data library partner. And during the acquisition of -- when there's an acquisition of a company by another, that engenders transfer fees, contractually speaking. The company buying over the other one must pay fees to transfer data from one company to another. So the principle is that the new company will be Chevron during the transaction to buy out Hess. It's not totally done yet. The deal isn't closed. So there's some litigation at the moment. There's a dispute, and there will be milestone in May. But there are no figures really mentioned, but it might be 60-40, I don't know, but it's not totally done. And it's not a done deal yet. And if the transaction were to go through, it would all depend on the decision taken by Chevron about the data transfer. So they'll have a look at the Hess library, and they'll decide what they want to transfer or not. So the objective would be that they transfer as much as possible because we'd receive more. But analysts bring up this question regularly. The figure would be something like the norm, and the norm for us is $20 million to $30 million usually in this instance. As we speak right now, we haven't got that figure. It will all depend on Chevron's decision and the fact that the transaction might go ahead or might not.
Philippe Salle
executiveAre there other questions? Nobody in the room has a question, nobody else?
Philippe Salle
executiveWell, then we'll move on, if you will, to the voting on the resolutions. We shall take a poll on the resolutions. And I'll give the floor to Mr. Coutinho, who will give us the final quorum. Or before we do that, we'll screen a short video concerning the use of the voting boxes, yes. So you probably know, but we'll let you listen in again. [Presentation]
Eduardo Coutinho
executiveThank you. So we will now have the present or represented shareholders. 2,510,391 voting rights, representing 34.94% of the total [indiscernible]. So the quorum of 25% required for a combined general meeting is therefore achieved. So we can take a vote on the resolutions. The full text of the resolutions was presented in the invitation published on the website of the company. So for that reason now, I will just read out the titles of the resolutions as we go through. We'll firstly vote on the resolutions within the ambiance of an ordinary general meeting. These resolutions will be voted upon on the basis of straight majority of votes of the shareholders present or represented. The first resolution is the approval of the statutory financial statements for the financial year ended December 31, 2024. The poll is now open. [Voting]
Eduardo Coutinho
executiveThe poll is now closed. This motion is carried. Resolution #2, the allocation of earnings for the financial year ended December 31, 2024. The vote is now open. [Voting]
Eduardo Coutinho
executiveThe poll is now over. This motion is carried. Third resolution. The approval of the consolidated financial statements for the financial year ended December 31, 2024. Please vote now. [Voting]
Eduardo Coutinho
executiveThe poll is now completed. And this resolution is carried. Fourth resolution. The appointment of Deloitte & Associes in replacement of Ernst & Young as statutory auditor in charge of certifying financial statement. Please vote now. [Voting]
Eduardo Coutinho
executiveSo the poll is closed. The resolution is carried. Fifth resolution. Appointment of BDO Paris in replacement of Mazars as statutory auditor in charge of certifying financial statements. Poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. So the resolution is carried. Sixth resolution. Appointment of BDO Paris as statutory auditor in charge of certifying the sustainability information. The poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. Seventh resolution. Renewal of the term of office of Mr. Philippe Salle as Director. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. Eight resolution. Renewal of the term of Mrs. Anne-France Laclide-Drouin as Director. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. Ninth resolution now. Renewal of the term of Mr. Michael Daly as Director. The poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 10th resolution. Ratification of co-optation of Mrs. Amélie Oyarzabal as Director. Poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 11th resolution about statutory auditors' special report on related party agreements, acknowledgment of the absence of any new agreement. Poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 12th resolution. Approval of the information mentioned under Part 1 of Article L.22-10-9 of the French Commercial Code. The vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. And the resolution is carried. 13th resolution. Approval of the fixed, variable and exceptional components constituting the global remuneration and benefits of any kind paid during the past financial year or granted in respect of the same financial year to Mr. Philippe Salle, Chairman of the Board of Directors. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 14th resolution. Approval of the fixed, variable and exceptional components constituting the global remuneration and benefits of any kind paid for the past financial year or granted in respect of the same financial year to Mrs. Sophie Zurquiyah, Chief Executive Officer. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 15th resolution. Approval of the remuneration policy of directors. The vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. Resolution is carried. 16th resolution. Approval of the remuneration policy of the Chairman of the Board of Directors. The vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. Resolution is carried. 17th resolution. Approval of the remuneration policy of the Chief Executive Officer. The vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. Resolution is carried. 18th resolution. Approval of the remuneration of the Chairperson and Chief Executive Officer. Vote is open. [Voting]
Eduardo Coutinho
executivePoll is closed. The resolution is carried. 19th resolution. Delegation of authority to the Board of Directors to buy back the company's shares in accordance with Article L.22-10-62 of the French Commercial Code, duration of the authority, purposes, terms, ceiling, suspension during a public offer period. Vote is open. [Voting]
Eduardo Coutinho
executiveThe vote is closed. The resolution is carried. Extraordinary general meeting resolutions, the quorum of the 25% with voting rights. These resolutions will be adopted to a majority of the 2/3 of the votes. 20th resolution. Authorization to the Board of Directors to cancel the company's shares bought in accordance with Article L.22-10-62 of the French Commercial Code, duration of the authorization, ceiling, suspension during public offer. Vote is open. [Voting]
Eduardo Coutinho
executiveVote is closed. The resolution is carried. 21st resolution. Delegation of authority to the Board of Directors to increase the share capital through the incorporation of reserves, profit and/or premium, duration of the authority, maximum aggregate amount of increase in capital, of fractional shares and suspension during public offer. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried or adopted. 22nd resolution. Delegation of authority to the Board of Directors to issue shares and/or securities granting access to capital of the company and/or debt securities, with preferential subscription right, duration of the authority, maximum aggregate amount of the increase in capital, the right to offer unsubscribed shares to the public, suspending -- suspended during a period of public offer. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 23rd resolution. Delegation of authority to the Board of Directors to issue and/or securities granting access to capital of the company and/or debt securities, without preferential subscription right, within the scope of public offerings other than the ones referred under 1 of Article L.411-2 of the French Monetary and Financial Code and/or as consideration for securities in a public exchange offer, duration of the authority, maximum aggregate amount of the increase in capital, issue price, option to limit the amount of subscriptions or to allocate unsubscribed securities, suspension during a public offering period. Vote is open. [Voting]
Eduardo Coutinho
executiveVote is closed. The resolution is carried. 24th resolution. Delegation of authority to the Board of Directors to issue shares and/or securities granting access to capital of the company and/or debt securities, without preferential subscription right, by mean of an offer referred to under 1 of Article L.411-2 of the French Monetary and Financial Code, duration of the authority, maximum aggregate amount of the increase in capital, issue price, option to limit the amount of subscriptions or to allocate and unsubscribed securities, suspension during a public offering period. Vote is open. [Voting]
Eduardo Coutinho
executiveVote is closed. The resolution is carried. 25th resolution. Authorization to increase the issues approved under the 22nd and 24th resolutions of this general meeting, suspension during a public offering period. The poll is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 26th resolution. Delegation of authority to the Board of Directors to increase the share capital by issuing shares, and/or securities granting access to the capital of the company within the limit of 10% of the capital in order to remunerate contributions in kind of securities or securities giving access to the capital, duration of the authority, suspension during a public offering period. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is carried. 27th resolution. Delegation to the Board of Directors to increase the share capital by issuing shares and/or securities granting access to the capital of the company, without preferential subscription right, to the members of a company savings plan, pursuant to Articles L.3332-18 and following the French Labor Code, duration of the authority, maximum aggregate amount of increase in capital, issue price, the possibility of allocating free shares under the L.3332-21 of the French Labor Code, suspension during a public offering period. Poll is open. [Voting]
Eduardo Coutinho
executiveSo the poll is closed. The resolution is carried. 28th resolution. Amendment to Article 9.4 of the Articles of Association concerning written consultations of directors. Vote is open. [Voting]
Eduardo Coutinho
executiveThe poll is closed. The resolution is adopted -- is carried. And 29th resolution. Powers for formalities. Vote is open. [Voting]
Eduardo Coutinho
executivePoll is closed. The resolution is carried. So this is the end of the vote for the resolutions. And I will hand over to our Chair.
Philippe Salle
executiveSo this is the end of this general meeting. I'd like to thank you for your participation and for approving all the resolutions. Your support is pivotal for us when it comes to implementing the strategy aiming at transforming the group. The results of the vote, the presentation and the video recording of the general meeting will be made available on the Internet site of the company. And at last before concluding, allow me to thank you sincerely for the trust that you've granted me since 2018. It's been an honor for me to be with you for the past 7 years. And Sophie will be the Chair of the Board, pending the new governance being constituted in 2026. The general assembly is now over. Thanks a lot, and have a good day. Thanks a lot. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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