Wendel (MF) Earnings Call Transcript & Summary

Ladies and gentlemen, dear shareholders, good afternoon. I suggest that we call this meeting to order. I can see many friendly faces around the room. So welcome. I hereby declare this meeting open. We are near our historical head office that we left on [ rue de la Victoire ]. And so it's with a little nostalgia that we're coming back to the scene of the crime a few meters away from our former head office. I have with me Laurent Mignon, Chief Executive Officer, who joined us at the end of 2022 and it's his first general meeting; and David Darmon, whom you know, member of the Executive Board; and Caroline Bertin Delacour, whom you also know who is General Counsel of Wendel. I would also mention, well, hello to the friendly faces, but also I would like to greet all the members of the Supervisory Board. I will now appoint the bureau, I will act as chair, and I suggest that we name 2 tellers. And so on the first row of this meeting, as tellers I would like to call Priscilla de Moustier, representing Wendel-Participations, our largest shareholder; and Mr. Humbert de Wendel. There are present shareholders representing either themselves or as proxies, the largest number of shares with the right to vote and both accepted dysfunction. With the tellers agreement, I suggest that we name Caroline Bertin Delacour, Secretary of the meeting. Before giving her the floor, I would like to say a few words about the changes that happened in Wendel's governance. As you know, André François-Poncet expressed last year his wish not to follow his second term until its end. Once again, I would like to express our gratitude not only for everything that he brought to the group from -- is the start of his term at the end of -- the beginning of 2018. So [indiscernible] really 5 years ago, but also for the help that he gave the Supervisory Board in selecting his successor and helping him take off. This was a seamless succession with perfect knowledge of the doses that were prepared and the group that he left, Laurent is a group in good order. Amongst the high-value candidates who are interviewed for Chairman of the Executive Board, and we said that they were ready to come. They choose the Supervisory Board landed on Laurent Mignon for several reasons. First of all, his professional background at the helm of large institutions, his managerial skills, his knowledge of the world of finance, his abilities and skills as the strategists, his general knowledge of the business world, his desire to have a more entrepreneurial experience with us because he went from BPCE with over 100,000 employees to a small boutique that has 90 and his personal values that fully aligned with those of the group. Laurent took office on 1st of December 2022 and is forming a great pair with David -- David Darmon, who is General Manager and member of the Executive Board by his side. Laurent's arrival was an opportunity for us at the Supervisory Board to start thinking strategically and give the Executive Board a twofold mission. First of all, that of business as usual. That is to say, to ensure the development of what is already in existence in the group, the existing subsidiaries, but also to redeploy towards higher-growth assets, the acquisition of Scalian that you heard about that will be finalized in September is fully in line with this remit business as usual. And then a second mission to write a new page for the Wendel Company looking at the possibility of starting managing other people's money, something that Laurent brilliantly executed in the BPCE Group. This thought process is still ongoing and it hasn't yet reached its end. So I imagine that there will be many, many questions. But unfortunately, I'm afraid that you will be left frustrated because this thinking is still ongoing. Coming back to matters of governance. And no longer about our strategic orientations. I'll draw your attention to the departure of Jacqueline Tammenoms Bakker as member of the Supervisory Board and Chair of our Governance and Sustainable Development Committee. She didn't want to be reappointed and is with great sadness and emotion that I'll see her leave. Her contribution to the Board's work was remarkable, be it in overhauling the remuneration systems, overseeing recruitments in compliance with the best governance practices, sustainable development and more broadly, all matters that are the remit of the Governance Board. And so on our collective behalf, ladies and gentlemen, dear shareholders, I would like to thank her warmheartedly for everything that you contributed dear Jacqueline. She will be replaced as Chair of the Governance Committee by William Torchiana, who was elected member of the Board last year and who is bringing vast experience and expertise of international matters because he's American and experience as a business lawyer at the highest level. So thank you, William, for accepting this function. And thank you so much for all the time that you are devoting to it because here, being Chair of the Governance Committee means that you also attend many meetings of the Audit Committee because there are many alignments between audit and governance. And so being Chair of this committee is very time consuming. So thank you very much, William. And if you vote favorably, we'll have the pleasure of welcoming Fabienne Lecorvaisier at the Supervisory Board. Fabienne has first-class experience. She was the first woman in France to become CFO of a listed company. It was Essilor and then Air Liquide and she will bring on top of her financial skills, unique experience about environmental matters because these last few years and the last 2 years, she was more specifically in charge of these matters of ESG and the environment at Air Liquide. I will now give the floor to Caroline for some clarifications regarding this current meeting.

Ladies and gentlemen, dear shareholders, good afternoon. This general meeting is both convened on an extraordinary and ordinary basis, given the nature of the resolutions that are submitted. Like every year, we ask Mr. [ Simona ], a Justice Officer in Paris to make sure that this meeting is conducted correctly. The agenda was published on the ballot on the website of the company and in the convening brochure also describing your company's activities. The resolutions for approval as well as the different ways of attending this meeting. All the documents and information required by legal and regulatory provisions applicable were made available within the time frame of 3 weeks before the meeting and are placed on the desk here. We received no proposals from shareholders to table items or resolutions on the agenda. I would ask you to please be able to do away with the reading of the various reports and the full text of resolutions in order to make our debates more lively and to spend most of our time having a Q&A via presentations and then the Q&A. Now regarding questions, well, you'll have an opportunity to ask questions in 2 ways, either in writing during the Executive Board's presentation, sheets of paper will be given to you and hostesses will be connecting them. And you also have an opportunity to ask your questions verbally, during -- after the presentations, and we will answer them before the votes within the allotted time frame. Regarding the quorum based on the attendance list, the shares present or represented by proxy or by mail represent 58.66% or 29 million shares for 2,434 shareholders. I'll give you the final quorum just before the vote. And we will vote on 23 resolutions. And for those of you who haven't voted prior to the meeting, you have an opportunity to vote with tablets that were given to you and you have a video about how they work before the vote. I'll give the floor back to the Chairman.

Thank you. Let's organize the general meeting according to the following agenda. First of all, Laurent will talk about the year 2022 and the portfolio performance, then David will come back over the beginning of 2023 and recent events. Then we will give the floor to Christine Anglade-Pirzadeh for an update on the group's ESG performance and then to Jacqueline Tammenoms Bakker for her report on governance and remunerations. Then resolutions will be presented by Caroline, and then you'll hear about the reports from such shortages. And then we'll take questions from shareholders, and we'll end with a vote on resolutions. I will now give the floor to Laurent.

Mr. Chairman, Dear Nicolas, thank you so very much. Good afternoon, ladies and gentlemen, dear shareholders. I am really happy and honored to take part in this first general meeting of Wendel. For me, I would like to thank the members of the Supervisory Board for trusting me and asking me to join Wendel and become Chairman of the Executive Board. I would also like to thank the whole Wendel team for their warm welcome. So David and also Caroline ever since I joined your company. Indeed, I'll come back over the year 2022, for which my contribution was relatively limited, but still I'll try and do it fairly faithfully. And I would also like to expose the strategic orientations and guidance that we discussed with the Supervisory Board and that we announced at the same time as we announced the 2022 results of this company in March. The highlights of the year 2022. I will need to click through my slides, yes. Well, the highlights are: First, very strong performance of portfolio companies. Remember that the companies that this company that Wendel has a stake on in -- had very solid performance, and I'll come back to each of them individually with consolidated sales of portfolio companies reaching EUR 8.7 billion, up 15.9%. This is important because this is the underlying driver of value created, especially with close to 11%, 10.7% of organic growth. This is what you should take away. And as we'll see, the rest is due to foreign exchange variations and various other variations. Levels of margin are high across the board and the contribution of consolidated affiliates, restated total contribution increased by 15.5% in 2022. Second highlight, the investment activities, EUR 355 million worth of capital were deployed invested during the year of which EUR 304 million, mostly to acquire the U.S. company, ACAMS. And I think that the presentation was made about it during the last general meeting and will explain the performance of that company since and then the acceleration of the strategy that was deployed in 2022 around what was called Wendel Labs is now called Wendel Growth with in total EUR 51 million worth of funds committed in 2022 and a bit more since David will tell you more about this in 2023. Third highlight, which is very important, the significant financial flexibility of this company, liquidity of the company is high, and the loan-to-value ratio, LTV, stands at 5.8% saw a low level. This company is always aiming to keep an investment-grade rating and the level of debt. It's not the only indicator, but it's an important one. It should always be around 20%. That shows you the amount of financial flexibility that this company has with 5.8%. And above and beyond the leverage ratio of the parent company, the holding company, there's also the level of debt of the portfolio company. Companies, which is very low, I will come back to it, as you'll see, and this illustrates the conservative character of the management and the financial robustness of this company. And finally, the net asset value was EUR 167.9 per share, down compared to the previous year, down by 9% over 1 year, including the dividend versus a decline of 10.6% of the Stoxx Europe 600 Index, which is probably the best comparable given the types of investments of the company. The NAV is down, it is representative of the decline of the listed companies, and you'll see the unlisted companies had positive performance, however, by over 10% over the period. I'll come back over each of these highlights in detail. Consolidated sales and contribution from subsidiaries, 15.9% growth, organic growth, as you can see, over the bar chart on the far left, organic growth was 10.7%. I don't know if you can read in green on the chart. But let me tell you that this is a good figure, a scope effect of 2.2% and a ForEx effect that was positive, especially the appreciation of the dollar during the year 2022 of 4.6%, a small deconsolidation impact from some scopes either within affiliates are within the company of 1.6%. But the overall for the year, in absolute terms, that's nearly EUR 1.2 billion in extra revenue generated by the Wendel states. Regarding adjusted contribution from consolidated subsidiaries at EUR 791 million. There too, there was an increase compared to the previous year by 15.5% on an adjusted basis on a like-for-like basis. We've excluded Cromology that was divested in early 2022 and IHS, which, as you know, was deconsolidated subsequently to its IPO. So on a like-for-like basis, the companies that were here at the beginning of the year and that are still here at the end of the year, generated an increase of 15.5% in contribution, and that applies to all companies, excluding for one, which is Tarkett's, which was down slightly. Adjusted net income from operations was EUR 672 million, an increase with the same adjustments of 17.2% compared to the previous year. Net asset value was down, as I said, by 10.8%. This decline is mostly explained by the decline of listed companies, first amongst which because of its weight, not because of the extent. Extents of the decline, but because of its weight in the portfolio, Bureau Veritas, minus EUR 12.1 per share. The share price of Bureau Veritas was EUR 24.8 at 31st December 2022, a decline of 14% over the full year '22. There was also -- here, it was more pronounced as a percentage, the decline in the value of IHS, its value at 31st December 2022 was $6.5 and the decline was 52% compared to the beginning of the year '22. And then Tarkett, there also a decline at EUR 11.9 per share at 31 December, a decline of 36% over the year, but unlisted assets conversely made a positive contribution plus EUR 6.9 per share. This is the contribution per share of the net assets and then the divestment of the headquarters generated EUR 1.5 per share. The dividend, which was paid out, decreased the NAV by EUR 3 per share. And without the dividend payout, you can see that the decline is 9.2% over the period. That's the last figure you can see on this screen on the chart. The discount at 31 December was 47.5%, roughly similar to what it was a year previously. Those are the main figures of the year 2022. Now let me come back over what seems very important and that Nicolas started broaching and broad lines, which are the main strategic orientations and directions presented by the Executive Board to the Supervisory Board, and which is subject to the approval of the Board. First of all, the implementation of an active portfolio management and investment policy. The aim is to invest over the next 2 years. So 20 months, it's not 24 months. It's around the next 2 years, an amount of roughly EUR 2 billion worth of equity so to get our money -- to put our money to work in companies where the expected performance will be higher than that of the companies that we divest from or from cash to generate significant returns. What we're trying to do and I'll come back to that is to invest mostly into companies in which we will have majority stakes in unlisted companies and the aim is to reach companies the size of which in terms of equity investments will be between EUR 300 million and EUR 600 million roughly, and the geographical areas are those where we have skills and knowledge of the environment where moreover, we think that growth possibilities are strong and actual. So Western Europe and North America, where we have a great team. The second main element and I think that it is capital to create value is to strengthen our role as a hands-on investor to create value in the portfolio. That's true for portfolio company and in our investment style for new investments. For a very long time, value creation could happen, not always, but could happen through multiple inflation. So lower rates mechanically meant that companies were worth more over time. Our belief, which is shared with the Supervisory Board is that it won't be the case again tomorrow, the rates decline is behind us. We are moving to a period where interest rates will remain higher for the long term and performance will be generated, thanks to our operational work of -- support given to companies to help them improve their performance and grow faster. It's a major role. It's aligned with what's always been Wendel's DNA, that's why we mostly want to invest into companies where the governance is simpler, so unlisted companies and with priorities given to majority stakes. That is translated into an active involvement of the team. That's true for all portfolio companies, and that's also true for the biggest company for us which accounts for nearly half of our net assets, which is Bureau Veritas. BV is a wonderful company in which Wendel invested a long time ago, and we are fully convinced that this company has significant value creation. The new general management will be put in place next week although this is the end of the transition period, but we are convinced that BV can create a lot of value and Wendel's team will be strongly involved side-by-side with management to support it in its project. A major item that Nicolas mentioned [ coaptly ], we want to become a new business for Wendel naturally because it relies on the skills and know-how developed by the team, which is to become a third-party asset manager. The Wendel team, which is now using its talent only for Wendel's portfolio will be able to deploy its talent on behalf of investors that will trust Wendel with their funds. And the team will be paid in fees so that we can add extra revenue generation capacities to create a new business and a business that will gain value over time. Creating third-party asset management businesses is taking time. It will take a few years to happen. It won't happen overnight. And we are still in the preparation phase, but we're absolutely convinced that by relying on the infrastructure and talent of this company will be able to create a true new business that will give more value to your company. Regarding the financial policy, it matters today we have a twofold choice. First of all, I talked about the debt level, which is relatively low. We probably want to have a higher level of leverage than we have now, was always trying to remain investment grade, which is very important for our ability to refinance the group sustainably and for the long term. Regarding the remuneration of the shareholders, which is very important, our wish is to express the shareholder return policy based on the net asset value of the group and to take a sort of commitment in terms of return, around 2% of the NAV over the long term, whilst avoiding hiccups and ups and downs, trying to not see the dividend go down. There are periods when the dividend could be higher when NAV may be under difficulty because of the share index further. This is a bit more than what we're working out so far because we were around levels of 1.6% or 1.7% of NAV. And we think that this is a decent return to shareholders and fair return to shareholders over the long term. That's the policy and all these actions are aimed at generating an average shareholder return at 2 digits so higher than 10% over the long term. Those are the broad lines of the strategy that was presented and accepted by the Supervisory Board of this company. David will illustrate some of the first actions that were adopted and you'll see that a lot of these items started falling into place since the choices were made. Regarding the dividend that I talked about, the translation of this policy is a proposed dividend of EUR 3.20 per share, an increase of 6.7% compared to last year. That's -- that represented because we always need to set a date a share return of 3.2% and compared to the NAV, that's 1.9% of NAV. So that's slightly below the 2% that I set as a target, but we want that to be a long-term target, and we'll monitor this policy very closely but the dividend kept increasing and its ratio compared to NAV was between 1.3% and 1.9% at the highest and so we proposed a EUR 3.20 dividend in 2022. We had EUR 25.4 million in share buybacks also. So there maybe one last thing about the performance of group companies in 2022. I get the aggregate figures. You can see them by company with the great performance of Bureau Veritas, sales growth of 13.4% at over EUR 5.6 billion in revenues and an EBITDA, an operating profit for Bureau Veritas of EUR 902 million, an increase margin rate of 16%, which is high in 2022. Bureau Veritas was the company in its ICT sector that had the best profit margin at 16% and also the best overall growth rates. ACAMS that I told you about earlier that was acquired. The acquisition was closed at the -- in 2022, revenues up by 15.4%. Well, those are smaller figures than Bureau Veritas, but $98.4 million this time. Organic growth of 15.9% and an EBITDA of almost $20 million, $19.4 million with a high profit margin at 19.7%. Constantia Flexibles. That's also another beautiful company that you know well. It's a revenue responded very well to the crisis, was able to adjust to a challenging environment EUR 1.954 billion, up more than 20%, almost 22%, EBITDA standing at EUR 256 million, profit margin of 13.1%, that's a fine performance. And another American company that you're well familiar with but CPI, Crisis Prevention Institute, you may remember that -- well, their sales, their revenue stood at $120 million, up 15% and 7% (sic) [ 17% ] organic growth and EBITDA at $69.1 million (sic) [ $61.9 million ] and a spectacular profit margin, I don't know if we can always expect that kind of performance, but that really is quite something 51.5%. Stahl everybody knows Stahl, and we say more about that because there was lots of activity in H1, the new acquisition, but about EUR 915 million in revenue, 10.1% growth, 6.3% organic growth and EBITDA stood at EUR 194 million. Tarkett, its growth was 20%, including 11.7% organic at almost EUR 3,360,000,000. EBITDA, only 7%, EUR 234 million, still pretty good. And IHS Towers, a good profit margin, very good growth as well, 24% growth. And almost $2 billion in revenue and EBITDA just under $1 billion in EBITDA, almost 50% profit margin -- actually upwards of 50%. Sorry. And then the final word, I said that these companies are not leveraged or very little. EBITDAs in terms of [indiscernible] boards, it's less than 1x EBITDA, very low leverage, both in absolute numbers and in relative numbers compared to its peers. Net debt at EUR 975 million, 100% in fixed rate in the average maturity for years. So very sound financial base. Constantia 1.1x EBITDA in terms of leverage. Stahl at 0.4x. CPI 4.9x, but this is down compared to last year. ACAMS 5.9x, that's also down compared to 6.5x last year. But maturities stand at about 4 years. Tarkett is the only one with IHS, whose leverage actually -- the debt level increased, but still 2.8X or 3.2x for IHS. Tarketts debt horizon is over 5 years. Now the loan-to-value ratio, which I mentioned earlier on 5.8% at the end of the year, that is the lowest we've ever reached at least since 2010, where 2010, the numbers were high, but this we were going through a major financial crisis at 5.8%. Our loan-to-value ratio is outstanding. The financial capacity is extremely sound and the financial status is very healthy. Indeed, net debt stands at EUR 500 million. So in conclusion, and I'll then give the floor to David, who will tell us about the first few months of the year, an outstanding performance, and that is that all the companies controlled by Wendel did extremely well last year, and we're in a position to create value, financial flexibility for the holding company and that you saw that LTV stood at 5.8%. But also the companies in our portfolio as you just saw were doing very well and significant and measurable progress has been made. I can see that our teams have looked very hard at the issues of ESG and Christine will tell you more about that. And then a new strategic directions that will provide -- that will bring more value to our shareholders and we expect a double-digit return rate not to repeat what I said before. That, in a nutshell, ladies and gentlemen, dear shareholders, is what I had to tell you about the year 2022. And now I'll give the floor to David, who will now address the issues of -- well, the development, sorry, in H1 2023.

Well, thank you. Ladies and gentlemen, Laurent just told you about the performance for 2022, the new strategic direction that was taken in line with the decisions of the Supervisory Board, a few therefore, a few key developments. H1 -- Q1, sorry, was very busy indeed. Revenue growth was -- I mean, revenue stood at EUR 2.2 billion, and this is the result of 8.4% organic growth, 10.4% if you add scope -- scope and ForEx effects. So very good performance in Q1. Regarding NAV, up 2.8% compared to the end of last year, standing at EUR 172.5 per share. And as you'll see later on, that increase is wholly attributable to the rise in the share value -- in the share prices of our companies in portfolio -- listed companies in portfolio. There was also a dynamic external growth in a number of acquisitions. In Q1, we closed the acquisition of ISG. Stahl invested something like EUR 200 million to strengthen its position as a global leader in coating and high specialty materials. Constantia announced the closing of the joint venture of its operations in India. This is no longer consolidated and Constantia also announced the closing of 2 acquisitions EUR 45 million in revenue, and that is in line with its own growth strategy, both organic and by acquisitions. Wendel on the bond market, where we had in operation with the tradable bonds worth EUR 750 million at the beginning of the year. And this year, this week, rather, another issue of about EUR 550 million -- sorry, EUR 300 million in -- we also have a pre-agreement to acquire the company Scalian as part of our Wendel Growth business, we invested -- we made 3 direct investments in a company called Preligens, Brigad and Tadaweb. And that, again, is in line with the strategic directions announced by Laurent just now. On this table, you have the performance of Q1 2023 for our portfolio companies, growth on average is 10.4% in published data including 8.4% in organic growth. And the scope effect stands at about 2.2%. Now you can see that most of the company enjoyed significant organic growth. The -- keeping on the trend of last year with the one exception of Stahl. Stahl had a more challenging beginning of the year with the destocking phenomenon. But the rest of the business went well, and as I said, a significant growth coming from acquisitions scope effect, non-negligible. Regarding the net asset value, the rise is related to the rise in the share price of our listed companies that's about 6.9 points right there. But there has been a decline in the valuation of unlisted assets because of the lower performance of stock indexes. And then you can see that our group has -- well, the debt -- the interest rate on average is 2.3% on average, which is low compared to present exchange interest rates. And most of the maturities are over the long term. The operations I mentioned that took place this week and recently will cover the reimbursement of the bond that will be due in 2026 for -- we traded that for a 7-year bond. So we have fairly long maturities ahead regarding our own debt. What about Scalian then? We started exclusive talks with a view to acquiring that company, at least to gain majority control over that company and the investment is about EUR 550 million, which is in line with the equity levels mentioned by Laurent. Scalian specializes in the digital transformation of companies. So this is a consulting company. They are there to provide support to companies that want to improve their performance, working on the digital dimension. Scalian's growth is significant. Organic growth was upwards of 12% over the past few years, but also external growth, a number of acquisitions took place over the past few years, Scalian is present in as many as 9 countries with upwards 5,000 employees. The evaluation of that company is EUR 950 million and so EUR 965 million of which EUR 550 million would be invested out of our own equity. Now something about vendor growth, I said that there was a very busy first quarter. We considered as many as 50 investment opportunities, 3 direct investments on top of the existing commitments, Tadaweb, Brigad and Preligens. And now, of course, we want to provide all the support we can to ensure that these companies enjoy a strong growth. So we've been -- we'll be investing somewhat less and focusing on efforts on these 3 companies, EUR 200 million were assigned to Wendel growth. You have a team -- 4 people who are implementing that strategy. We're looking at EUR 500 million to be invested over the medium term as part of Wendel growth. So to sum up, in Q1, we should note that, well, we started in -- very actively in implementing our strategy in terms of capital deployment, value creation. I mentioned external growth operations. But of course, we've been actively managing our assets, looking at the cost of debt reshuffling that maturities and because the economic environment is uncertain, we want to have a strong balance sheet. Two operations I mentioned early on, these issuing of bonds tradable into Bureau Veritas shares and that will provide EUR 750 million in additional cash and the acquisition of Scalian. Right now, we have more than EUR 1.9 billion and with the -- and adding the revolving facility, the position is EUR 2.7 billion. And now I'll give the floor to Christine Anglade, will tell us about our ESG performance.

Thank you, David. Ladies and gentlemen, dear shareholders, this is a presentation of Wendel's ESG performance over the year 2022. We defined our strategy back in 2020, and that is in line with our mission, and that was as it were the first road map for the period 2020-2023. ESG is being addressed through 2 dimensions, of course, Wendel itself. And Wendel has 90 employees, 3 offices, 3 headquarters. We work on the governance, consumption, human resources. But of course, the real ESG is use, the main relevant issues all to do with our own investment activity, and that's in the blue box on the screen. Before we invest in a company, we analyze the social, environmental and governance profile of our targets, we have to see if this is in line with our own exclusion list. This is what is known as pre-investment diligence. Once we have invested and over the period of ownership, this is where we work as active investors, and we work with these companies on ESG issues. Of course, there are Board meetings in the companies themselves. But a lot of work and probably most of the work, in fact, is to do between -- is between the -- our own ESG people and the companies in our portfolio. And that goes on, on a daily basis. This is a daily dialogue. It has a legal dimension because, of course, there's lots and lots of new regulations, complex new regulations. And so the company's portfolio do need our support to implement such regulation. There's the European taxonomy, and that was bit headache for many companies recently a new sustainable the standards TSRs have just come into force and will have to be implemented, not just at Wendel, but also in the company's in our portfolio, but also all of this translate into the operational model of the company. ESG is now becoming something very much hands on, and that's why at Wendel we deal with this issues with our operating partners that these people who are in charge of the hands on operations of the companies in our portfolio. Our first road map then includes 4 priorities. That's what we call the Wendel absolutes. And these are issues on which we expect the companies to have policies, objectives, indicators that will enable us to measure performance. As you can see, there are a number of issues, health, and security and safety, of course, and the product and services with environmental added value diversity, gender parity, and more women on board as if it were, and of course, climate. On the first 3 topics, we are doing well. And all companies have done well, have made headway. Climate, of course, is the one issue, the one challenge focusing all our efforts. It's an environmental issue, but that is also bringing about a sea change in companies in the world at large. All the companies -- all the consolidated companies, those of which we have control -- majority control are working on decarbonization. This is very complex. Indeed, this requires in-depth work to try and see on just what issues, what topics these companies can address to bring down the CO2 emissions and their greenhouse gas emissions. You have to understand that this is a rather new issue. And in as much as possible, we have to be more rigorous. And so therefore, we need to have data. We need to have reliable data, scientific data that is something that can be measured scientifically. And so what we are doing as shareholders as a majority of shareholders in some cases, we want to make sure that the companies obtain scientific validation of their road maps by SBTi. SBTi stands for a Science-based Targets Initiative, and that is the standard scientific model in line with the Paris agreement, the Paris Accords. This is a very lengthy procedure. This is you have to -- I mean, on average, it takes about 18 months to have what is on your trajectory evaluated by SBTi. It's a long process. But today, as much as 99% of CO2 emissions in our companies in portfolio have had the trajectory approved by SBTi, which is to say that Bureau Veritas has SBTi label likewise Constantia and Stahl. So that means that the coverage is extremely high. And of course, we ourselves, we would like to be able to make a similar commitment over -- regarding CO2 emissions, and we will be working on that in the coming months. By way of conclusion, the ratings, these are nonfinancial ratings that they are financial ratings that determine your financial profile, likewise, ESG is also rated. And so every year, our objectives, our indicators are rated. But here you have the main rating agencies that do reflect the best-known agencies. And you can see that in ESG terms, our performance is pretty good. We remain at the top of the sector. We are in the Dow Jones Sustainability Index, both worldwide and Europe. And this goes to show that we're doing the right thing. This is an endless task. ESG means a lot of work but in coming months, we will keep working on these issues. We will be working on the new road map because the existing one is coming to an end in 2023. And of course, we will be looking -- taking a very hard look at climate issues. Thank you for your attention.

Well, thank you, Christine. And now I'll give the floor to Jacqueline Tammenoms Bakker who is Chairperson of the Corporate Governance and Sustainable Development Committee of this company, who will give us an annual presentation of governance and compensation at Wendel.

Thank you, Nicolas. Ladies and gentlemen, I'm delighted to give you a presentation of Wendel's governance starting off with membership of the Supervisory Board. Prior to the General Annual Meeting was -- as you have on the screen is the names and pictures of the 12 members of the Supervisory Board. The terms of office of Gervais Pellissier and Humbert de Wendel are due to expire. We submit them to vote for the renewal for a further 4 years. My own mandate is coming to an end, but I'm not requesting, it's renewal. And we suggest that Fabienne Lecorvaisier should be appointed as an independent Board member for 4-year term. Let me -- let her introduce herself.

Thank you, Jacqueline. Ladies and gentlemen, my name is Fabienne Lecorvaisier, I'm 60 years of age. I'm French. I have 30 years' experience -- professional experience in France in the U.S. I've worked first in the banking industry, mostly in mergers and acquisitions. And then in the manufacturing industry, I was CFO for Essilor and then Air Liquide, then at Air Liquide, I became Deputy CEO of the company in charge of the General Secretariat, Public Affairs, Societal Issues and Sustainable Development. I put an end to my executive mandate at Air Liquide then focus on nonexecutive attributions because I'm also a director at Sanofi and Chair of the Audit Committee, and Director and member of the Audit Committee of Safran. What I propose to bring here is my own operational experience in France and abroad as well as my financial experience in -- regarding mergers acquisitions, also my experience in risk control and environmental and social responsibility. If you agree to this, I would be delighted to join the Risk and Audit Committee of Wendel and join Wendel in its own path. Thank you.

Well, thank you, Fabienne. So if Fabienne has appointed the Board at the end of this meeting, we will have 40% independent members, 40% women. In fact, 50% if you include employee representatives and 4 national entities will be on Board. William Torchiana will succeed me as Chairman of the Governance and Sustainable Development Committee and Fabienne Lecorvaisier will then join the Audit Risk and Compliance Committee. At Executive Board level, as Nicolas just said, in December 2022, Laurent Mignon took over from André François-Poncet, as Chairman of the Executive Board and the transition with the help of David Darmon. I can confirm this went very smoothly indeed at the end of a rigorous inclusive and effective selection process that was -- that started up as early as June. Regarding compensations remuneration issues for the Executive Board and so the compensation package. This is a reminder of the compensation package, it's structured since 2021. It is balanced equal parts between long-term that is annual compensation and long-term compensation. It is a very demanding structure since 3/4 of the compensation package is subject to performance requirements and the compensations policy was indeed applied in 2022. I'll say a few words about the terms of André François-Poncet departure. The compensation policy was applied without any waivers. In particular, no severance pay was paid to him and he did not receive in '22. He did not receive any stock options or performance shares, even though he left at the end of the year, his announced for 2021 was reduced on a prorated basis. The performance conditions plans being vested, as we speak, are still applying unchanged. As regards Laurent Mignon, his compensation comes under the previously approved compensation policy subject to 3 range adjustments that you have up on the screen, in particular. An increase in the fixed compensation, which had actually been planned as early as March 2021 for the second term of André François-Poncet, even though the latter decided to waive this because of the pandemic context. As a trade-off, the maximum allowance for long-term compensation for Laurent Mignon was reduced from 105% to 95% of his maximum fixed and variable compensation. In case of departure, greater flexibility is granted to the Board to waive, in some cases, presence conditions for stock options and performance shares. But in any event, no exception can be made to performance conditions. Performance requirements. Now a compensation for taking office was granted to Laurent Mignon to compensate for the loss of remuneration for leading his previous position. Laurent decided to take 40% of that package of debt bonuses that were in Wendel's shares. And then stock options and performance shares were attributed to Laurent when he joined. Wendel does grant these instruments every year at the same period at the end of July, beginning of August. In the case of Laurent, the amount allocated was worked out on a prorata reference period to take into account his actual presence from December 2022 to July 2023 during the first year of the plan. Now let's just move on to the fixed and variable amounts 2022 for the members of the Executive Board with the other benefits that they received. The variable remuneration was determined based on the achievement of predefined goals. Regarding financial goals, more specifically, regarding the performance of the main portfolio companies. The Board determined that they were reached for a rate of 96.3% based on the results explained by Laurent. Regarding nonfinancial -- 98% regarding nonfinancial goals, the Board review the various achievements of the year that were presented by the Executive Board. And this concluded the achievement rate was 96.3%. In ESG matters, goals were met and the positive changes showed earlier on by Christine Anglade Pirzadeh were observed by the Board. Given these good results and in line with Wendel's performance and its context in 2022, 97.4% of variable pay will be paid out to members of the Executive Board subject to your approval during the vote. Long-term remuneration for 2022 is in line with the conditions that you approved last year for the number of stock options and performance shares awarded and so there conditions that you can see here on screen. Now let's look at the remuneration policy for the Executive Board in 2023 and the associated conditions. Here, you can see the main items of compensation for 2023, fixed pay of EUR 1,300,000 for Laurent Mignon and EUR 770,000 for David Darmon. Variable compensation is 115% of fixed remuneration maximum without any changes this year. You'll also note that members of the Executive Board do not receive some remuneration items that can be proposed in other companies such as an additional pension. Regarding variable pay for 2023. The goals posted here are aligned on those of last year with a few adjustments. For financial goals, the list of portfolio companies the performance of which is assessed now includes ACAMS. For nonfinancial goals, reference is made to the new strategic plan or through the new directions and ESG criteria were simplified. The human resources criterion, the weighting of that was increased to 20%, highlighting the importance given to the quality of the team in order to ensure successful execution of the new strategic direction in a highly competitive context. Moving on to stock options and performance shares that would be awarded in July, August this year. The presence condition of 4 years is unchanged. Performance conditions observed over a period of 4 years are the following. For stock options, I would remind you that they include an intrinsic condition related to the share price developments. We've added a condition related to the S in ESG based on the monitoring of a new training cycle to raise awareness amongst the Wendel team on inclusion issues. This performance condition associated to those set in annual variable pay raises to 15.7%, the total share of remuneration based on ESG criteria. For performance shares, 3 conditions linked to the change in TSR and dividend are unchanged compared to last year. Finally, the maximum award would be identical for the 2 members of the Executive Board or 95% of the sum total of the maximum fixed and variable part of their annual remuneration. And let's conclude with the remuneration of the Supervisory Board. The remuneration 2022 for Nicolas ver Hulst, Chairman of the Board, is in line with the policy approved last year. The remuneration policy for the Supervisory Board for 2023, the details of which are on screen, was fine-tuned in order to be in line with the best practices in this area today. The preponderant share of the variable parts related to attendance compared to the fixed part is now systematically reviewed. Regardless of the number of meetings held during the year. And I'd also like to say that the overall envelope has remained unchanged since 2017. This presentation is now over. Thank you for your attention. And I would give you, Wendel shareholders, the Wendel team present in the room and my colleagues on the Supervisory Board, I wish you the best for the future of the company. It was a real privilege to work with and for you. Thank you.

Thank you very much, dear Jacqueline. I'll join my applause to that of the room because it will be difficult to replace you, and I'm happy that Fabienne agreed, but thank you for everything you did. I will now give the floor to Caroline, our General Counsel, for presentation of the resolutions.

We are now putting to the vote 23 resolutions. And to make the presentation easier, I will group them in 3 themes. The fiscal year '22 governance and financial authorizations. Let's start with Resolutions 1 and 2. The aim of which is to subject to your approval, the accounts of Wendel at 31 December 2022. The individual statutory accounts posting a net negative income of EUR 174 million. The consolidated accounts were presented by Laurent Mignon, and they posted a net income group share that was positive for EUR 656.3 million. Resolution #3 is about the allocation of earnings of the fiscal year 2022 and the payout of a dividend of EUR 3.20 per share, an increase of 6.7% compared to what was paid last year, and the payment date will be the 21st of June. Resolutions 4 and 5 are about the approval of new regulated third-party -- related party conventions. You have details about them. Resolution #4 is about agreements with corporate officers and the other convention is with Wendel Participations. The statutory auditors will tell you more about this later. Regarding governance, Resolution #6 is here to subject to your ratification the transfer of the head office of Wendel because as Nicolas explained, we were on rue Taitbout on #89, close to here. And on the 1st of April 2023, we moved to the 2-4 rue Paul Cézanne in the eighth district of Paris. Resolution 7 is putting to the vote the appointment as independent member of the Board of Fabienne Lecorvaisier, who introduced herself earlier. Resolutions 8 and 9 are about the reappointments of Gervais Pellissier and Humbert de Wendel, and all these terms will last 4 years. Now resolutions related to the remuneration of management described by Jacqueline. Resolutions 10 to 15 are submitting to your approval of the 2022 items of remuneration and those paid or attributed to Andrea Francois-Poncet, Laurent Mignon, David Darmon, Nicolas ver Hulst. Resolution 16 to 18 subject to approval of the remuneration policy for members of the Executive and Supervisory Boards for 2023. Now third and last theme of financial authorizations. There are a few this year. First of all, Resolution 19, the share buyback program you are asked to authorize the Executive Board to buy back shares of the company up to 10% of the issued share capital. In terms of employee share ownership, 3 resolutions are put to your vote, in the extraordinary part of the shareholders' meeting for a 2/3 majority. Resolution 20 renews the authorization given the board to increase capital to the benefit of members of the company savings plan. This allegation is here to improve long-term every share ownership, and it will be put into place for a maximum nominal amount of EUR 200,000 and for price aligned with the share price with a maximum discount of 30%, in line with the law. Resolutions 21 and 22 authorized the Executive Board to award to employees and corporate officers, stock options and performance shares limited to 1% of the share capital. And Resolution 23 powers for legal formalities and publicity after the shareholders' meeting. I'll give the floor back to the Chairman, I will now give the floor to Jacques Pierres for a reading of the reports of Statutory Auditors. Jacques, this is your last shareholder meeting with us. And so you will be missed also here.

Thank you for these kind words. Mr. Chairman. Ladies and gentlemen, dear shareholders, good afternoon. On behalf of the college of auditors, the companies, Deloitte and Ernst & Young, I have the pleasure to report on our mission for the fiscal year 2022. This mission led us to carry out work on 3 aspects. First is about the annual and consolidated accounts of your company. We worked on the regulated third-party agreements, and also on operations related to the share capital of Wendel. The conclusions of our work are formalized in reports that we issued that are available to you with the bureau of the meeting. The content is year to shed light on your decisions on the vote of resolutions that will be put to your vote. As usual, I suggest that I shall not read the full report, but I'll highlight the main items as well as the conclusions. First of all, regarding the accounts. As part of the ordinary shareholders' meeting, we issued 2 reports on the verifications on the statutory accounts on the one hand and the consolidated accounts on the other hand. These reports are on Pages 410 to half 413 and 382 to 387 of the Universal Registration Document French version. The aim of our mission was to make sure of the truthfulness of the accounts we checked for the absence of significant errors and that the principal accounting principles that were applied and was correct and also that everything followed the legislation. So we formalized our audit work in the main subsidiaries of Wendel in France and abroad. Our approach is aligned on Wendel's organization in his business and our assessment of these risks. We looked at current operations and also more one-off items such as divestments and acquisitions of companies by our group. The key audit points, i.e., the areas where our work was particularly focused, were the accounting treatment of acquisitions and divestments, the assessment of the goodwill the accounting treatment of association mechanism for the management team and the investment of the group and also the assessment of participatory shares and debt associated to these participations. On all that, we looked in depth at the assumptions and underlying data, the calculations made by the company and the presentation of that in the financial statements. Our approach and observations were shared regularly with the Audit Committee with which we had 6 working sessions this year, and we gave them a full detailed report documenting our journey and the finalization of our work. The conclusions of our work were also presented on 16 March to your Supervisory Board. In conclusion, we consider that we had the necessary resources to have an enlightened opinion so that we can fulfill our commitments vis-a-vis the shareholders. So we certified unreservedly the statutory and consolidated accounts. And we also checked the information presented in the management's report, and we have no observations to make on their truthfulness and their alignment on the annual accounts. Second part regarding third-party agreements. Our report on third-party agreements highlights the characteristics and specific terms of agreements that we were made aware of. The aim is to give -- to shed light on these agreements so that you can see the relevance of the conclusions of -- and the signing of each of these agreements. Our report is found on Pages 442 to 447 of the URD in its French version. This year, we were made aware of the following agreements subject to preliminary approval of the Supervisory Board. The first one is about Mr. Andre Francois-Poncet, Chairman of the Executive Board until the 1st of December 2022, and an agreement about the MOU regarding the end of his term. Regarding Mr. Laurent Mignon chairman of the supervisory -- the Executive Board from the 2nd of December 2022, a guarantee letter an agreement related to co-investments in CPI, Tarkett and ACAMS and an agreement related to promises buy and sell with the Wendel Luxembourg company. Third company with Mr. David Darmon, member of the Executive Board, a co-investment agreement in CPI, and also an agreement with Wendel Participations SE, a rider to the agreement to use the Wendel brand and also riders to the service provision convention with this company and 3 agreements related to the move to the new head office on the rue Paul Cézanne. We were made aware of an agreement that was not previously authorized by the Board an agreement with Wendel participation SE related to the authorizations to sell furniture and objects of art the Supervisory Board approved in retrospect, this agreement. And our report also mentions previously approved agreements during the previous shareholders meeting. A third part of our meeting is about the extraordinary part of the shareholders' meeting regarding this past, that would be subject to your approval later. Resolutions will be presented that may have an impact on the share capital of the company and you'll be asked to vote in a few minutes. And so we issued 3 reports. These are the operations on Resolutions 20, 21 and 22. They were presented by Ms. Caroline Bertin Delacour. A description of the main items of the operations involved are also quoted in our reports, and there are no observations about them. There is a share issuance reserved as Caroline said to members of the employee share ownership plan. So the increase of the share capital ratio of shares of securities and the authorization to grant subscription or purchase options and reallocation of existing shares or shares to be issued. Mr. Chairman, ladies and gentlemen. Dear shareholders, on behalf of the college of [ auditors ], thank you for your attention.

Thank you, dear Jacques. We will now move on to the questions-and-answers session. So I will ask, first of all, written questions first. Yes, indeed, a shareholder sent a written question before the meeting, so let's start with this question. I'll read the question and the Executive Board will answer. This is a question from Ms. [indiscernible] Lee. We know that the company has 2 ways to return profit to shareholders, dividends and share buybacks. Your company was very active in the use of share buybacks and in the last few years. And so I would like to know why you focused on share buybacks rather than a dividend payout. What is the relevance of buying your back your own shares? What are the differences between share buybacks and dividends? Moreover, what are the criteria that you use to decide on the split between buybacks and dividends? I'm aware that you have an employee share ownership plan, but you could give us -- could you give us -- are there other reasons on this because I can saw that there was a major discrepancy between your share buyback program and the needs of the every share ownership plan.

I'll answer, and I thank Ms. Lee for this question. First of all, well, before I answer a quick clarification on Symantec's dividend payouts and share buybacks are not really a way to return profits to shareholders. It's only one way to access the earnings, which are owned by shareholders on the one hand, in the net asset value or in another way in a liquid way via dividends or share buybacks. And so it is, in a way, a part to return to shareholders some cash that is part of the NAV that they already own via their shares. As you know, in our strategic guidance on 16 March 2023, we said the dividend will be set to around 2% of the net asset value with at least a minimum goal to keep the dividend stable. This is how we define it. Regarding share buybacks, as I said earlier, Wendel bought back EUR 25 million worth of owned shares in 2022, much less than the dividend because the dividend of EUR 3.20 that we are subjecting to your vote, is roughly EUR 139 million. Out of the last 20 years, Wendel paid nearly EUR 2 billion of dividends in total to shareholders. And over the same period, the company bought back over EUR 1.5 million of its own shares, mostly shares bought and then canceled being earnings enhancing for all shareholders. The treasury shares for Wendel is now 980,000 shares and this amount of shares is here to cover stock options plans. As you can see, we paid out more dividends than we bought back shares. And regarding the future, we think that now our priority is to invest into new assets to create value for all shareholders. And so the dividend, you know the policy and for the future, we'll invest rather than buy back shares. So we do not intend to buy back shares in the short or medium term other than to cover the LTIP plans that will be awarded in the next few months. And so the balance will be largely in favor of dividends. Thank you, Laurent.

Let's carry on with questions given on the forms that were given at the entrance of the room.

Absolutely. Yes, I have them here. We have questions that were asked in writing. A question by Thierry [indiscernible]. What is your strategy when it comes to management, the Bureau Veritas stake? All your companies are growing. Congratulations. Why is the share price stagnating around EUR 100?

Thank you, sir, for those 2 very interesting questions and fundamental ones at that. Regarding Bureau Veritas, our strategy is to support Bureau Veritas in its value creation. This is a beautiful company, as I recalled earlier, and we are absolutely convinced that the market on which it operates, which is called ICTs but certification, mostly acting as a trusted third party to reassure about the good running of industrial processes, the quality of -- and the good running of supply chains and the quality of buildings and infrastructure that we'll build is a business that will grow for many, many years to come. And this strongly benefits from the decarbonization of the economy because here also, you'll need to be certified for that. So we think that there's a lot of value creation potential for this company and our aim is to support this company and its value creation journey as we've done for years. But sometimes, we do not exclude having a -- an opportunistic policy depending on the elements you saw that we had a convertible bond issue for EUR 750 million of Bureau Veritas shares with a 25% bonus premium over the share price. Those 25% value creation over 3 years appeared legitimate. That's it for Bureau Veritas, a word about the share price, it's a bit more difficult for me to comment on that. because we don't set the share price the market does so. And it's true that we have a high discount. Unfortunately, and we can't be happy about it, but it's similar to other comparable companies now with increasing rates, we saw that everywhere discounts deepened under the twofold impacts of anticipated potential slowdown of the economy. So maybe the share price anticipated that, maybe a form of skepticism by some investors on the valuation of unlisted companies, and that's not really justified for this company because we have a large part of our assets made up of listed companies for which the value is undisputable. And for unlisted companies, the valuation methodology is very rigorous for a limited number of companies, so it's easy to check. And also, overall, there's the ability to prove in the next few years. That's our task to reduce this discount and to show our ability to create value for the long term and to return it linearly. Well, it's not a return, but it's a steady dividend payment, a growing dividend on that. And if we can apply this policy, with the third-party asset management business, we'll generated recurring revenues in the holding company, and so we'll make sure that this discount will be reduced over time. But anyway, hoping that the share will be more valuable. And regarding 2022, we showed you a high operating performance and it's true that the share price did not follow the same performance. There are 3 factors really at play in the share price development. We talked about improved performance and growth in revenues and margins. that we discussed, the discounts that Laurent mentioned that was very high overall, but it deepen over the year. And then there's the change in multiples. The application of these 3 levers had an impact on the share price in 2022. The share price was heavily penalized by the downward trend of comparable multiples because our NAV methodology is strongly impacted by the declining share price of peers. And so companies comparable to those in the portfolio, even with good operating performance, even though the discount is still fairly flat the contraction of listed multiples of listed comparables was negative on the NAV. And so with a constant discount that led to a decline in the share price.

Are there any other questions?

Yes, 4 questions by Mr. [indiscernible], and that will be used for written questions, and then we'll move on to verbal questions. The 4 questions are the first one is about Wendel growth. What is your goal in terms of total NAV in the next 3 to 5 years? Second question, third-party asset management. Do you think that you can buy external structures, external growth, what will be the financial impact on your performance for Wendel and the dividend increase? Third question, the bond financing helped reduce the weight of Bureau Veritas. Do you think that this will carry on? What is the impact on the decline of the discount that we mentioned a minute ago? And fourth question on IHS by Mr. [indiscernible]. What are your growth projects in the Middle East, Africa and Latin America?

Thank you for all these questions. Wendel growth targets regarding NAV, we said that then our growth strategy was to reach about EUR 500 million invested in that investment strategy, either directly or for our own -- in companies or in funds that are growth funds. And we stand at about EUR 150 million. And gradually, we will get there. Over 3 or 5 years, but no more than EUR 500 million as things at. Third-party asset management, we propose to engage in external growth in acquisitions. Well, we are basically working on using our own talent, team's abilities to generate value by investing money either on behalf of your company, and also for third-party investors who will trust us with M&A and pay us fees for investing it effectively. There could be opportunities arising, but we basically propose to use our own in-house many talents either here in Paris or in America, bond financing for Bureau Veritas. Well, we're not going to reduce the weight of bureau Veritas. Only if over the next 3 years we exercised our option to trade our bonds for Bureau Veritas shares, and that is if the share price has gone up more than 25%, which is what we have in the contract, but we propose to have similar operations, no. I mean that was a chance to broaden our investment base, our investment capacity, but we don't propose to make a similar operation. Regarding IHS, can you say anything about developments in Africa or South America? Yes, you're right. IHS is present in these parts of the world, and it's said publicly that it proposed to engage in both organic and external growth. organic growth, it will raise its prices and provide more services. So there will be more services provided by the towers. Then build to fit that is built towers and then acquisitions. So in these 3 areas, the companies has forged ahead and proposes to continue. Right. Questions from the audience now. Yes, sir.

Let me introduce myself. I represent individual shareholders. A few minutes ago, you talked about the effects of interest rates. Do you -- how do you see interest rates evolve over time? And what would be the consequences? What will be the consequences for Wendel's business?

Well, thank you, and I'm glad to have the Advisory Committee of Wendel shareholders and the Executive Board and the Supervisory Board take great care listening to shareholders whoever they are. It is a privilege to have you as external shareholders. So that committee is critical for our work -- and likewise, this is why we have the concept of lead director, Gerard Pellissier, who is himself a company manager is a lead Director of the Supervisory Board. And he is in touch with the family and proxy -- proxy companies. And Laurent happens to be a great banker. Hang on, I'm a former banker, and I was -- I was a banker, I'm not saying anything about how good was, but it's hard to see where interest rates will go. The first thing economy send to do is to get it wrong or they will tell you that things will get worse before they get better. because if you say that, you end up being right. But my own belief is that we are -- we've pulled out of a system where interest rates are very low. And it was a system because -- and it reflected lower prices or very low inflation and that over the past, what, 15 years, I mean, we saw prices coming down, and that was due to 2 phenomena. First, globalization. Globalization meant that asset prices came down because of a sort of global trade organization, and that meant that in real terms, manufactured goods dropped in value -- and then it was at the same time, major productivity gains due to digitalization. Now on the first chapter, and that is globalization then, well, that will keep going. I mean the world remains global. However, the expansion of globalization has come to and in fact, we are now seeing regionalization in certain industries in certain areas. And so that will -- that might change the trend in terms of prices, especially because some -- there's been a change in the way in which products were manufactured it used to be made in certain countries that is changing. They're coming back home in many cases. And there's another factor, by the way, and that's decarbonization that is a global imperative, and that phenomenon decarbonization means that manufactured goods will become more expensive. As Fabienne mentioned, if you make steel using hydrogen, it's more expensive than when you make steel with coal. And yet, at the end of the day, it's itself same product. And so lots of investment -- massive investment will take place in years to come. And that means that, well, manufactured goods will become more expensive. If you want to have them decarbonize. Now then once the hurdle of big investment is behind us, the prices will come down again. But right now, we are moving away from existing assets and investments that will have to be replaced with new ones to meet new challenges. And so we are in a situation where prices will be driven up. And so that means that structurally, interest rates will become higher as well. Now from a -- I mean here and there, you will find short-term rates come down. And indeed, several banks have pushed up these rates in an unprecedented fashion. We've never seen this. I haven't seen such a growth as has happened over the past, 18 months. I don't -- I'm not saying that it will come down immediately, but in the months to come, short-term rates will come down. However, long-term rates will remain high is my guess. In view of all this, I believe that our economies have been absorbing these higher rates. There were some shocks, but [indiscernible] and you may have seen this here and there. But for this -- for our business, and this takes us back to what we said earlier, investment performance will be on operations on our ability to help companies become more effective to have to generate more better operational performance and create value because in the past, 1 key source of value creation was the expansion of multiples, simply because valuation multiples went up, but that was simply a reflection of lower rates. And this means that we cannot rely on that anymore. And so we have to be much more demanding. And we have to stand by the companies in our portfolio to ensure that the transfer but that has always been part of our DNA for many years. A few years about the effect of interest rates on this company, leaving aside valuations and the listed multiples of comparables. I mentioned EUR 1.9 billion in cash. And so high interest rates mean that we can generate revenue from that. But conversely, we mentioned the company's debt. Most of that is at fixed rates. And so the cost of debt for both our -- portfolio company in our own is at fixed rate, but our own cash generating profit, generating interest that is going up.

My name is [indiscernible], I have 2 questions. Number one, on artificial intelligence and the other one on the management -- asset management for third parties. We have Viva Technology, VivaTech, where everybody is going mad over artificial intelligence, but your own investment teams at Wendel Group. Have they found any start-ups in this fuel that could become tomorrow's Tesla? The arrival of Laurent Mignon as the head of the Executive Board, Laurent Mignon was former CEO of [indiscernible] BPCE. Is this in line with the new policy of Vendor regarding third-party asset management, even though that business is just starting, but can you still give us a tenure perspective on additional revenue generated by that business?

Yes. I'll take the first question, and you'll take the second. Yes. Well, thank you, sir, you're right. Artificial intelligence is an issue for VivaTech but also for this company for Wendel growth. Of course, we are looking at this in the 3 companies I mentioned you have [ Preda ] , which is an artificial intelligence company. And they have very powerful software that can detect out of satellite images that can detect specific object, specifically military objects, and that is using artificial intelligence. So we are also betting in that. Will that be tomorrow's Tesla? Well, we certainly hope so we will see. But as far as Wendel growth doing this and the rest of the company, the issue of artificial intelligence has become very topical indeed. And now, we -- for any business, we asked the effect of artificial intelligence. So this on the specific industry will this bring cost down will this bring entry bears up or down. So that, of course, is a major criteria. Laurent Mignon.

Well, you asked whether there was a connection between my appointment and third-party asset management. The answer is yes and no. I mean working with the teams here, I suggested that the Supervisory Board should look into third-party asset management. It's not my decision. I think this is something that was on the table, that had been on the table for some time. And this is responding to profound changes in the investment business. Now the contribution of that business activity over a 10-year horizon to Wendel's revenue, that would be pretty chance dicey. We can't give you exact figures, but where you're right is, this is long term. And if you want to create that kind of business, you cannot do it overnight. This takes time because that business is based on trust, the trust you inspire in investors who gradually will trust them with their -- not their savings, their customer savings so you can invest that money wisely. And so it is for us to build that trust and trust takes time. When you start a fund, you have a first fundraising and with the first success, then you can raise more capital because of your performance is because -- we hope that with good performances, investors will keep investing in that fund. And this is a long-term work. But of course, we certainly hope that this should bring in significant revenue. We don't want over the next 10 years. We don't want this to be a sort of nominal. If I may, Laurent Mignon appointment when we decided -- well, when Andre decided that he wanted to leave and when we decided to start looking for replacement with the help of external consultants. We talk to many possible Africa, many possible candidates. And Laurent well, the choice -- our decision to go for Laurent was basically on -- based on his ability as a company manager is as -- his entrepreneurial spirit and of course, his great financial skill and knowledge. But we didn't say right, well, PBCE [indiscernible] is managing EUR 1 trillion worth, I mean, more than EUR 1,000 billion worth of assets and that we didn't say, well, because he was behind this, this company managing huge sums of money, he's demand we need if we want to get started in this new business. That's not the way it works. We decided to go for the home because we felt it was the best qualified person to take over from Andre. And as he came on board, well, the Executive Board came up with the idea. We worked on the idea of third-party asset management and presented it to the Supervisory Board. Now in our business, we have either minority or majority investors and -- but we are managing these companies already on behalf of our investors. But the difference is we are not paid in fees or in profit sharing. And then this business, the investment business, the investment industry is consolidating. If you look at private equity, you have a number of private equity companies will simply not be able to survive because they will not be able to find investors. And so now there's a sort of flight to quality. There's -- we find that the equity from private equity companies are becoming more and more professional. They're getting -- becoming fewer and fewer of them, but they are getting bigger, and that is also part of the reason we are going that way.

Hello. My name is Mr. Gocher. I'm an individual shareholder. I would like to know whether with all companies in the energy industry, have you decided to take a stake in any of these companies. There are many to choose from. That will be going back to the past because I believe that you were already investing in the energy industry in the Netherlands weren't you a few years back?

Well, the industry -- the energy industry is not one where we have a specific know-how. We -- I mean, of course, we will have to be very knowledgeable about any industry before we invest there with a view to creating [indiscernible ]. There may be related industries where there may be companies where we may decide to invest. And indeed, we do look at such opportunities in neighboring industries, but industry -- energy as such, of course, there is -- well, the whole basis of the energy transition, but the pure energy power generation is not an area where we will invest because we haven't got the know-how, but there will be service industries -- related services industries where indeed, we might decide to invest.

There's a microphone problem again. Hello, and good afternoon. I work for APIA, the association for individual shareholders and investors. Well, 2 questions and congratulations. Well done for choosing a company from Societe Generale for running a company, they really are out there listening to specific needs of shareholders. The -- I attend about 80 AGMs year and Societe and I can tell you, is one of the best, if not the best. Congratulations also to Mr. Laurent Mignon for your election as your appointment as a director for LVMH. This is a good place to see -- to watch the world. Now a couple of questions. In the past, Wendel had investments in Africa. Is there -- are there any assets left in Africa? What are they worth? And question number two, and that's also a question about artificial intelligence or augmented intelligence. It seems to me that this send us back to issues of cybersecurity. Have there been additional costs in cybersecurity and in terms of sovereign cloud? And then I have question number 3, on Wendel growth. You have been investing in a number of high-tech companies. Can you tell me what these small companies can bring to your portfolio? Will there be synergies? Or will these companies remain on their own? And then another question about this, the new index, the Dow Jones World and Europe Sustainability Index. What does it mean for this company, the fact that you're on this index, apart from being about the top 10% companies in terms of sustainable development. What else does that entail?

Well, about Africa for us, you're right. We -- a significant capital of about EUR 1 billion was invested in companies in Africa, insurance companies. Carrefour in the Ivy Coast in South Africa, there are service companies providing services to companies to other companies. And -- now as things stand today, most of this was disposed off, we -- there's -- well, there's still African business in companies -- in our portfolio companies, such as Gatorade as the only direct investment in Africa proper is IHS. In our NAV, we have $450 million of the groups in NAV in IHS. And Africa, well, do you have that and then you have a portion of business in Bureau Vietas in Africa, but that's not much. But all in all, we're talking about less than 5% of the group as a whole. Question number two, the costs of cybersecurity and brought about by artificial intangible, of course, we are handling sensitive data. So cybersecurity is critical. We work with an external company to help with this and the costs are rising. We're not in the sovereign cloud. Our needs are not such that we need to have a sovereign cloud, but we have to be particularly watchful not just for ourselves, but also for the companies we are investing in, in the issue of cybersecurity has been an issue conversation with or target companies or in these are portfolio companies, there were -- when there were cybersecurity incidents where we work with them to make sure that they had plans in place to protect themselves and to protect their data. And that is a recurring issue with the companies in which we have -- in which we have invested because we know how critical this can be for the value of the company, if it becomes active, it's reliability is challenged if its ability to protect its data is challenged. And so that is, of course, a critical issue. Regarding synergies between -- well, we do invest independent growth companies, we invest in companies based on their own merits, but also we try and see if there could be synergies with the portfolio companies in our portfolio, they -- these tend to be minor operations. But still, we do try, of course, to let our -- well, to make our own access to companies available to these smaller companies. We help them. We put them in touch with potential customers or potential investors. We indeed share with them our own contacts. We help them, for instance, grow in the U.S. We have contacts there, and so we can help. So as shareholders, what we do is we help these companies grow and develop. So if synergies can be found within our portfolio, fine. It's not critical, but it may happen. But we mostly are there to help them grow in France, Europe or elsewhere based on our own connections as it were in our own know-how. And that is usually why investors -- companies are delighted to see us join their investors. Regarding one of the firms we have in the U.S., we have indeed a cybersecurity company, and we introduced them to Bureau Veritas. And indeed, Bureau Veritas turn to them to protect some of its own assets. So they did business together. There you are. The Dow Jones Index, the Sustainability Index, very few companies in this -- in our industry end up in that index. This means -- I mean, this is demanding. This requires efforts on our part, especially as regard to ESG, Christine told you all about it. So it does -- it is a challenge, but it's worth it. I'm not saying that we can cash in on this here now. But over the long run, that certainly will be worth well and to be recognized in this industry as one of the few companies having that sort of label is critical. And -- but of course, we have to be supported by the best indices, and that is one of the more demanding one. Look, we are running out of time. And so I suggest we move on to the vote on resolutions. Caroline has the floor. First, let me read out the final number of shares present or represented as controlled by our belief. We have 69.36% of shares, representing 13,730,977 for 2,982 shareholders. So we have the quorum both for the ordinary and the extraordinary part of the AGM. Now a few details regarding the votes, you could have a dual voting right for shares that have been -- for which there has been a nominal shareholders for the past 2 years. Should the share should be set up between the ownership of the shares of and the dividends. The votes are split up between the owners of either. For the extraordinary votes, you need 2/3 majority ordinary 50%, we have the electronic system, you have voting boxes with instructions and each box states a number of votes that you have. You have a little video explaining how it works. So to vote on the resolution of the AGM, you were presented with this tablet. It is strictly personal and can only be used for this -- for the purpose of this AGM. When a resolution is on the vote, the window shows up -- the relevant window shows up on the screen, even if you had it in sleep mode. Voting is that simple. All you need to do is press the right button for abstention or against. You then press okay to -- okay, your vote once you have finalized your vote, you may no longer change it. please return the tablet as you leave the room. Well, the results of each of the resolutions votes will be shown on screen. And then next few days, the final numbers will be displayed. So let's start with approval of the parent company financial statements for 2022. Please vote now. [Voting]

The vote is closed. Yes, the resolution is approved. Resolution #2, approval of the consolidated financial statements for 2022, the vote is open. [Voting]

The vote closed. The resolution is approved. Resolution #3, net income allocation, dividend approval and dividend payment. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution #4, approval of regulated party agreements with some corporate officers. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution #5, approval of regulated related parties agreements entered with -- into with Wendel-Participations SE. The vote is open. [Voting]

The vote is closed. The resolution is approved. Moving on to resolutions regarding governance. Number 6, approval of the registered office transfer. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution #7, appointment of Fabienne Lecorvaisier as the Supervisory Board. The vote is open. [Voting]

The vote is closed. This resolution is now approved. Resolution #8, reappointment of Gervais Pellissier to the Supervisory Board. The vote is open. [Voting]

The vote is closed. And the resolution is approved. Resolution 9, reappointment of Humbert de Wendel, the Supervisory Board. The vote is open. [Voting]

The vote is closed. The resolution is approved. We will now vote on resolutions related to remuneration of corporate officers, and we will start with the resolution paid in 2022. Resolution #10, approval of amendments made for 2022 to the compensation policy of Laurent Mignon. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 11, approval of the report on the compensation previously paid to members of the Executive and Supervisory Boards. The vote's open. [Voting]

The vote is closed. The resolution is approved. Resolution 12, approval of the compensation for 2022 to Andre Francois-Poncet. The vote is open. [Voting]

The vote is closed. Resolution is approved. Resolution 13, approval of 2022 compensation for Laurent Mignon. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 14, approval of David Darmon's 2022 compensation. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 15, approval of Nicolas ver Hulst's 2022 conversation. The vote is open. [Voting]

The vote is closed. And the resolution is approved. Coming on with the remuneration policy for 2023 Resolution 16, approval of the 2023 compensation policy for the Chairman of the Executive Board, the vote is open. [Voting]

The vote is closed. Resolution approved. Resolution 17, approval of the 2023 compensation policy for the member of the Executive Board, the vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 18, approval of the 2023 compensation policy for the members of the Supervisory Board. The vote is open. [Voting]

The vote is closed. The resolution is approved. We are now moving on to the financial authorizations. We have 4 resolutions. Resolution 19 related to the share buyback program. The votes open. [Voting]

The vote is closed. The resolution is approved. Resolution 20 on capital increases benefiting the members of the group savings plan. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 22, award of -- no, I'm sorry, I'm wrong. Resolution 21. Authorization given to grant stock options, stock subscription or purchase options to group company's corporate officers and employees. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 22, award of shares to corporate officers and employees. The vote is open. [Voting]

The vote is closed. The resolution is approved. Resolution 23, the final one, giving powers for legal formalities for this general meeting. The vote is open. [Voting]

And the vote is closed. The resolution is approved. The vote is now complete. I will give the floor back to the chair.

Thank you, Caroline. I would like to thank all of you. Well, first of all, congratulations are in order for Fabienne Lecorvaisier for her appointment, welcome into our Board. Congratulations also to Humbert de Wendel and Gervais Pellissier for their reelection. These 3 elections were happened with almost Soviet-style majorities, with congratulations. Secondly, thank you to the Wendel team that prepared this shareholders' meeting. Of course, Olivier Allot, who is in charge of Investor Relations, Caroline Delacour and[indiscernible] who are at work and who do excellent work every year to make these general meetings a success. I would also like to thank you, dear shareholders, ladies and gentlemen. We are very fond of speak on our collective behalf. We are very fond of these meetings, these general meetings, which are great places for the company to meet with its shareholders because it's always interesting for us to have your feedback and your questions, although I had to cut them short. So thank you for coming to this general meeting. And I can see that we've addressed all items on the agenda and the meeting is adjourned at 16:45 Paris time. Thank you, Caroline, that's 14:45. This general meeting is now adjourned. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]