Wendel (MF) Earnings Call Transcript & Summary

May 15, 2025

Euronext Paris FR Financials Financial Services shareholder_meeting 119 min

Earnings Call Speaker Segments

Nicolas Ver Hulst

executive
#1

Good afternoon. The team and myself are really glad to welcome you to the shareholders' meeting. Welcome. I declare the meeting open. Today, with me, we have Laurent Mignon, Chairman of the Executive Board; David Darmon, member of the Executive Board and Chief Executive Officer; and Caroline Bertin Delacour, Corporate Secretary of Wendel. So let me welcome Guylaine Saucier. She is here in the first row. Guylaine, a very famous Canadian woman, she was part of the Audit Committee, member of the Advisory Committee for 12 years and part of the Auditing Committee. And you worked tirelessly, and we are really grateful for your work during all these years. Welcome. I would also like to welcome all of the members of the management council and the members of the Wendel teams. So in my capacity as Chairman of the Board, I form the bureau of the assembly, and I assume the presidency of this assembly. I propose that we appoint 2 tellers and therefore, I call to the front of the assembly, Mrs. Priscilla de Moustier, representing Wendel participations; and Nicolas Tabor also here in the front, representing Moneta Asset Management, who are the shareholders here, representing either themselves or as proxies, the greatest number of shares with voting rights, accepting this function. With the agreement of the tellers, I propose that you appoint Caroline Bertin Delacour as Secretary to the meeting. To get us started, I would like to say a few words on the current context since January 20, the world has obviously known a few changes. There is a fragmentation of the world. There are obviously new tariffs. There is a decline in international trade, and we are navigating in a world that has gone through a growing interdependence of economies in the last few years. And we're now seeing a decline in this interdependence in these linkages. And so that leads to slower growth and more inflation. The world that we've been living in for the past 80 years has changed. It is a world that's gone through 30 years of incredible growth. And then from the '80s, we've known the rise of IT systems, then China joining the WTO. And now the world has changed because of what happened at the beginning of 2025. It may appear as a bit of a pessimistic perception, but it's a bit like going to the doctor and the doctor telling you, well, what you're actually suffering from is very serious, but luckily, you are right to come and see me. So at Wendel, there are many reasons to rejoice. First of all, we successfully navigated our course, particularly in 2024. We've had the development of third-party private asset management with great teams, IK in Europe for private equity and Monroe in the U.S. for private debt. On the topic of Monroe, private debt is a fast-growing field. And whatever we think about what happened at the beginning of 2025, the United States is still an entrepreneurial country that has known better growth than Europe has. And so I, personally, am happy about this decision to joining with Monroe. The second thing is proprietary asset management. We have a flagship and that is Bureau Veritas. There is growth. There is profitability there with a very clear strategy with the LEAP 28 program. There is certain excellency there, great teams. And so the results from Bureau Veritas are very good. The third reason to rejoice is the acquisition of Globeducate in the field of private schools, so from kindergarten to the end of high school. So that represents 40,000 students in Spain, Italy, France, Cyprus, India, Morocco. And it is a company that is growing, is very profitable. And so we have a lot of hope for that. So third-party private asset management, our flagship proprietary asset management and this new acquisition, all mean that we are satisfied with 2024. And those reasons for satisfaction supercede the disappointment that we had with Scalian. Scalian is a good company. But like all companies in the IT sector, has been through a slower growth. So there is a bit of a disappointment there, but it is all due to the current context. Now the Supervisory Board, we are very focused on the net asset value, but we also focus on the discount -- the holding discount of about 50%, and we are not happy about that, but there is good news. We are in good financial health. And because of this discount, we have a share yield that's very high. And as proof of our financial health of the Supervisory Board and the Executive Board proposed to reach a dividend of EUR 4.7, so that's plus 17.5% compared to the EUR 4 of last year. So that is definitely showing our trust -- our collective trust, Supervisory and Executive Board trust in Wendel's future. An important part of the -- a large part of what the board gets depends on the dividend. Another topic for satisfaction for us at the Supervisory Board is the quality of our Executive Board. We have decided to renew it in April. And so we are carrying on with that great team that was created by Laurent and David. And there is a lot of trust in that team, a lot of loyalty with the Supervisory Board as well. At the Supervisory Board, in terms of governance, we have 4 mandate renewals, Priscilla de Moustier, B n dicte Coste, Fran ois de Mitry and my own. Obviously, as for me, if you decide to renew my mandate, I will also be renewed as Chairman of the Supervisory Board. Well, I will now give the floor to Caroline.

Caroline Delacour

executive
#2

Dear Shareholders, good afternoon. This is both an ordinary and an extraordinary meeting in view of the nature of the resolutions that are submitted to this meeting. As in previous years, we've asked Mr. [ Simona ], the Paris-based bailiff who is present here today to ensure that our meeting run smoothly. The agenda has been published in the ballot on the company's website and in the Notice of Meeting brochure, which also describes your company's activities, the resolutions submitted for your approval that we will comment on later on and how to take part in the meeting. All the documents and information required by the applicable laws and regulations were made available to you within the legal deadline of 3 weeks prior to the meeting, and they have been deposited on the desk. We have not received any proposals from shareholders for the inclusion of items or resolutions on the agenda. I propose that we dispense with the reading of the various reports and the full text of the resolutions. In order to liven up the discussions and to use most of our time to an exchange of views, which will take the form of presentation and a question-and-answer session. You will have the opportunity to ask your questions before the resolutions are put to the vote within the allotted time. With regard to the quorum, according to the provisional attendance sheets, the shares present are represented both by proxy or by postal vote, currently, total 78.18%. The final quorum will be communicated to you before the resolutions are put to the vote. We will be voting on 25 resolutions. And for those who have not voted before the meeting, you can cast your vote using the tablet that has been distributed to you, the operation of which will be explained to you before the vote. I'll now hand over to the Chairman of the assembly.

Nicolas Ver Hulst

executive
#3

So here is what we're suggesting for our meeting. You can see it on the screen. First, Laurent will discuss 2024 and the different highlights. Then David will talk about 2025 and recent events. We will then give the floor to Christine Anglade, so that she can tell us about the ESG performance of the group, and then we'll hear from William Torchiana for a report on governance and compensation. Then the resolutions will be presented to you by Caroline as well as the statutory auditor's report. And we will answer questions from shareholders, questions from you, and we will end our meeting with the vote on resolutions. Laurent, you have the floor.

Laurent Mignon

executive
#4

Thank you, Nicolas. Thank you, Chair. So I'm going to tell you about 2024, the different highlights of the year and the impact that we've seen on the different indicators, most notably, the creation of value, so the net asset value indicator. But we will talk about the 2 activities of your company, so third-party private asset management, our historic field. And then, of course, this new field -- sorry, the proprietary asset management and then the third party private asset management generate assets. And it's also about value creation that allows us to have a revenue flow that's quite different to our other activity. In 2024, the value creation, if we look at the adjusted net asset value was -- we had a growth of 17.5% -- so 17% in 2024. And this performance, and I will explain it to you later, will translate in a growth of the dividend to reach EUR 4.7. If we look at the third-party private asset management field, the value creation was strong, EUR 21.1 per share by the appreciation of the companies in which your company is invested. So we -- Nicolas said it with a really good performance of Bureau Veritas with a share price that went up by 28.3% in 2024, and that definitely contributed to that performance. 2024 was also the year where we had consolidated asset management, the closing happened with IK in 2024. So that's the first time that we have within Wendel third party private asset management. That's about almost EUR 70 million that were generated. So that's above expectations for IK. IK reached EUR 13.8 billion in assets under management at the end of 2024. So that's up 24%. And this year was also the year of EUR 3.4 billion raised with investors. Given the current context, this is a very good performance. This value creation then means that we have a high dividend, EUR 4.7 per share. And then when we presented the new company's strategy, I explained it, this dividend comes from 2 sources. First, 2.5% of the patrimonial value of the proprietary asset management activity. And 90% of inflow generated by asset management. So that's related to the field-related earnings. 2024 is the year where we begin this new activity because we consolidated the IK Partners over 9 months. But it is beginning to feed into that, and that is why we have a dividend per share of EUR 4.7, up 17.5%. So the development of the third-party private asset management will then show an improvement in the NAV as well and will reach 3.5% of the net asset value. That is what we can see here. We have a new momentum of the dividend. It went from EUR 3.2 to EUR 4.7 per share over 2 years. So that's 21.2% of average annual growth with a yield of 5.2%. I would rather have it that the yield was a bit lower. So that the share price could be a bit higher, but this is still interesting. In 2024, we also had a share buyback program, EUR 100 million share buyback. So that program was finalized in July 2024, and EUR 92.5 million of shares were bought back throughout the year. If we now go more in depth, what happened in 2024 is that for principal investments, the first main point is the new strategic plan of Bureau Veritas, LEAP 28. It was announced in March 2024, and it was welcomed by the market. And so the share price of Bureau Veritas was impacted by that very positively. And the strategy is very clear. It's now implemented by Hinda Gharbi and her team, and that shows a new strategic clarity that gives us trust in the development of Bureau Veritas in the future. We've had also a certain number of strategic M&A activities with the acquisition of Weilburger Graphics by Stahl. And those movements change the strategic profile of Stahl from a company that historically was dealing with leather, and it is now a company of specialty coating, and its profile seems to us as being better now. With Scalian, there was also a small acquisition, MANNARINO in Canada, specialized in drone tech. That's an interesting acquisition for Scalian. We'll go back to Scalian because the operational -- operating performances are not great. But again, the current environment explains that. We had Tarkett as well. It continued its development with this sector that's quite interesting for Tarkett, which is the field of sports flooring. A lot of that is in the U.S. Then EUR 2.3 billion of disposals. So we had the finalization of Constantia's disposals. It was announced in 2023, but then it happened at the beginning of 2024, and the disposal of a securities block of Bureau Veritas that happened in April 2024. Then we invested -- and Nicolas talked about it, we acquired 50% of Globeducate. It is a great company, and we do believe that it adds a very interesting profile to our portfolio with long-term perspectives that seem great with growth outlook that's very positive. So we have a total contribution from principal investment subsidiaries that is up by 7.7%, ignoring Constantia that was disposed off at the beginning of 2024. When it comes to asset management, so this new activity. We announced the acquisition in October of IK Partner. It happened in April and the integration of IK within the Wendel ecosystem really went well, great communication with the teams and also what matters to us a lot is that this acquisition means that IK was able to raise more funds. So the LPs, the investors, the clients of IK really welcome this operation as well and supported implicitly by investing in IK more. And there was no one left from IK, quite the opposite. There was a strengthening of the teams and they really welcome the project. So to us, that was really key because that is what allows us to continue to develop IK in the future. So that's the first element. And then the second element, Nicolas also mentioned it, that's the acquisition of 72% of Monroe Capital. Monroe Capital is a great private debt company in the United States. I will go over Monroe in more detail in my presentation, but that is a very significant investment. Over $1 billion of investment allowed -- announced in October, November 2024. And the closing took place on March 31, so that it wouldn't be April 1. So March 31, 2025. And so it is already integrated to the group as of 2025. I will not go back to the strong growth of IK's fee-related earnings because I went over that already, but IK really went through successful fundraising. And I do believe that this is showing that investors welcomed and supported the operation. So that shows a good perception of the operation. All of that means that we have an improved growth profile. We have an increased recurring cash flow generation. And of course, that translates to a higher dividend yield profile and opportunistic share buyback in the future. The NAV is of EUR 185.7 per share. So that is a -- so that's plus 16.3%, I think. And as Nicolas said it, the discount on December 31 was minus 48.5%. So we will -- we need a good strategy and the performance of proprietary asset management will probably allow to reduce that discount in the future. It is interesting to see that asset management is a new activity for us because you can see that for the whole net asset value, it only amounts to EUR 616 million of investment when we have an overall EUR 10 billion. So as you see, it's a small part of our activities, and it is still a minority, but it will grow quite quickly because of the acquisition of Monroe as well. But for now, in 2024, it is still a small contributor to the financial profile of the company. I'd like to understand how value was created, and I believe that it's always interesting to see this graph. So EUR 21.1 per share was created by the appreciation of listed assets, mainly thanks to Bureau Veritas. Nonlisted assets, without Constantia, had a contribution of minus 7%, mostly due to Scalian, but not only because of the current context. The asset management contributed to EUR 6 in this value creation for an activity that's still a small -- that is a good contribution. The cash operating costs and net financing results contributed negatively, minus EUR 1 per share. And then the share buyback related impact per share. So buying back a share at 50% of its value generated EUR 1.4 per share. So that means EUR 27.4 per share. Total value creation per share is plus EUR 27.4. So that means that EUR 23.4 of fully diluted net asset value and EUR 4 were distributed as dividends because that was dividend for 2023, paid in 2024. The IFRS P&L is a consolidation of a very diverse set. So EUR 8 billion in revenue, a contribution to net income from operations of EUR 753.7 million. And capital gain on Constantia, EUR 692 million, but we're not seeing the capital gain on the session disposal of BV Securities. And that's the same thing for the variation in fair value of IHS. It is booked in equity directly. So that's minus EUR 85 million. So that's just showing that the P&L is interesting to look at, but it is not as representative of value creation than the NAV does so, but it is still interesting to look at. And so as you can see, we have a net income of EUR 990 million. We can see that capital gain still has an impact on this P&L. The performance of the group's companies. So Bureau Veritas, I'm not going to go over that again. But as you can see, a very strong organic growth last year plus 10.2%, and this company had not seen such a strong organic growth rate. That's a little bit less in total growth, 6.4% because there were some negative exchange rates, but this is still very good with a margin of 16%. Adjusted operating margin, 16%. That's up 0.2 or 0.3 points compared to 2023. A good performance of ACAMS in terms of EBITDA, but a certain stability when it comes to the P&L. There's been a managerial transition with a new CEO in this company with -- he came with a new strategy as well. And this strategy really worked on the margin, and that shows a real new dynamic for 2024. Scalian, it's an acquisition from 2023. It's a good company, but the current context -- I mean, the acquisition happened at the wrong time. Let's be clear about that. And so the performance is quite disappointing compared to what we were expecting. And it is disappointing because the whole field is disappointing and clients have invested less in IT, and the activities of Scalian is linked to fewer added value activities. And so we have an EBITDA of EUR [ 16 ] million and an organic growth. That's negative, minus 4% when we were expecting stronger organic growth. So a disappointment to some extent, but we're working with this company, and David will fill you in on that later on. And as Nicolas mentioned earlier, we believe that it's a good quality company, but we just need to weather this current storm. Stahl, it was a great year with good operational margin, with flat growth or slightly positive growth in a difficult set of circumstances for the clients of Stahl. The main client industry of Stahl is the luxury industry and the automobile industry and the shoemakers as well. So these 3 industries have had a difficult 2024 and a difficult beginning to 2025, but Stahl is doing a huge amount of work to reorganize and reposition itself. They are global leaders in their industry, and we believe that it's a top company. Globeducate, a great growth outlook, a margin of 24%. Tarkett, a difficult year for them in terms of revenue growth, but a very good improvement in their margin, a lot of restructuring that happened there and great development in the U.S. IHS is too complicated to unbundle the results of IHS, and their contribution to the group is quite low, so I'll skip over that. Regarding IK now. IK is a great acquisition, as I mentioned earlier. It's a company whose performances are really good. What is important in the current times is for these private asset management to return money to their shareholders because that's what is important in private equity, i.e., DPI. And IK made EUR 1.6 billion worth of proceeds from 11 exits. So that's 2.8x the MM indicator, the 2 IK funds, mid-cap and small-cap also posted good performances. Hence, why actually these performances increased the fundraising. We had EUR 3.4 billion for 2024. So for IK, the flagship IK X and the small-cap fund and the partnership funds, the whole kind of range for 2024 and 2025 have done great fundraising. Altogether for '24 and '25, it will be about EUR 6 billion. This will be completed by the end of June. And that's a great performance because the previous round was EUR 4 billion. So companies that are able to do 50% more fundraising than for the previous round is quite unusual, and it's definitely good news and a great, also, satisfaction because it means that the team is doing their job properly and that the investors are also recognizing that good work. And it's great that IK has joined Wendel and joined that platform that we are putting together, a platform that has been very well received by investors. IK deployed EUR 1.5 billion in 2024, 17 deals altogether. And we continue to innovate in our fund strategy. We have a continuation vehicle, for example, and we have the IK X fund, which was closed recently. It's an Article 8+ fund. Now a word about Monroe. They are pretty much the highlight when it comes to asset management, a very important acquisition for us. It's an important company for private debt in the U.S. for the small mid-cap segment in the U.S., a company with 278 people working for it. People who work all around the U.S., close to their customers and it's only private debt for American companies. However, the funds come from investors from all around the world. Monroe Capital manages $20 billion through 45 investment vehicles, and with investors who are large institutional investors, but also what we call high net worth individuals and wealth management through the BDC vehicles. And then the other investors are made up of market investors for the CLO side of things. This company has been around since 2003, founded by Ted Koenig, who's still the CEO and who will remain active at the helm of the company, a company with a great history in terms of performance and also growing really well. Its market segment is actually the companies that have EUR 5 million to EUR 40 million worth of EBITDA. So the small mid-cap segment which is less crowded than the large or the mid-cap where we have a lot of private credit funds that operate. So Monroe is not integrated in our 2024 figures. They will be integrated from 2025 onwards. And Monroe will increase the contribution of fee-related earnings in 2025. So asset management will start taking up a bit more space for us in 2025. Now to give you a quick overview of how your company has changed. Principal investments to the tune of EUR 6.3 billion, 44% of that for business services, mainly driven by BV and Scalian. And then an important part in educational -- education -- sorry, professional training and tech with 3 top quality companies, CPI, for example. Actually, I didn't mention CPI. I don't know why I skipped it earlier. CPI enjoyed very good growth once again last year, but we'll be discussing CPI further down the line. And then this Globeducate that is the latest comer. And then ACAMS that we touched upon earlier. And then there's the industrial players, which is the smallest part of our principal investments with Stahl and Tarkett. And then we have our third-party asset management platform, where we manage assets for others. It now makes up EUR 34 billion worth of AUM. It's 480 people who are now a part of the Wendel family. There are the management teams that are part of our operations, now 480 people. And then you have the headcounts of the companies that we invest in. So these 480 people operate in 11 countries. We invest mainly in the U.S. and in Europe, but we also have some footprint in other countries to help with fundraising EUR 15 billion worth of AUM for IK Partners and EUR 19 billion worth of AUM for Monroe. So this is a platform that generates EUR 160 million of FRE. Now we don't get 100% of that because we own 72% of Monroe and not 100% of IK. We'll get to 100% at some point. But the share of the EUR 160 million is about EUR 100 million for 2025, or EUR 101 million, I believe, if I remember correctly. Now regarding the economic position or exposure, you can see that by chance, it's quite well balanced. 34%, North America; 36%, Europe; and then 13%, APAC; and 13%, rest of the world. The only problem is at 34%, 36% and 26% doesn't make up 100%. We'll just have to look for the missing 4% somewhere. Over to you, David, while I look for these wretched 4%.

David Darmon

executive
#5

Well, good afternoon, everybody. I'm now going to walk you through the highlights of Q1 for Wendel. We've talked about some of these deals and transactions. So I'll gloss over this quickly. Regarding the principal investments, we have performed a forward sale of Bureau Veritas shares, EUR 27.25 generating EUR 750 million of proceeds. So Bureau Veritas weighs a little bit less in our portfolio now and has more liquidity. For the listed companies, they continue to have good performances. We'll look at it line by line. The performance at the beginning of the year is overall quite good. These companies also made some external acquisitions, 2 for BV, 1 for CPI and 1 for Scalian. For CPI, it's the first acquisition since we bought up shares in 2021. It's a development in Scandinavia. It's a small company. So the first bought up by CPI since we joined their Board. As Laurent mentioned earlier, total principal investments make up EUR 6.3 billion. For asset management now, the main event of the beginning of the year is the closing of Monroe Capital that took place on March 31, 2025. Now we have a balanced portfolio with debt and equity, U.S. and Europe, but mainly focused on the small- and mid-cap, which is a very attractive segment with strong growth and also a lot of liquidity for these assets. So we're very happy to have reinforced our operations in that particular niche. Regarding fundraising, the good performance that we enjoyed in 2024 carried over in 2025. Altogether, IK and Monroe raised EUR 3.4 billion in Q1. So today, at 31st of March, the third-party management makes up EUR 34 billion worth of AUM. Now regarding the NAV at March 31, the fully diluted NAV stands at EUR 176.7. It's a 47.9% discount, which is still very high, less than at December 31, but it's still at a very high level or in any case, above the historical average. Now let's take a look at Q1 2025 NAV. You can see that the NAV dropped by EUR 6.5. Asset management, quite flat with good management. It's for the nonlisted assets that the valuation went down because most of our assets saw their peers suffer from a multiples perspective. And these drops had an impact on our NAV. For third-party asset management, you have the impact of IK. So it's the comparables of IK in terms of fluctuation that drove up the fee-related earnings. And as you can see, the cash operating costs were under control. So a total change in value on fully diluted NAV per share of minus EUR 9, so down 4.8%. Here, you've got the breakdown of the Q1 2025 revenue growth across the Board. Bureau Veritas continued to post strong growth, plus 8.3%, with organic growth and also small acquisitions performed in 2024. For Stahl, moderate growth posted at 2.4%, with negative organic growth, offset by a scope impact of plus 8.1% because we add Weilburger Graphics, and that compensates the low organic growth. Scalian and their revenue dropped by 6.3% because of what mentioned -- Laurent mentioned earlier, a difficult market, especially for IT and especially for small clients. For OT and for large clients, the performance remains very good, for example, Boeing, Safran, Thales. But for smaller clients, it's a bit more of a struggle because there's more pressure. There's also a scope effect because Scalian made the MANNARINO operation last year and a small acquisition also this year for the Ministry of Defense. So we reinforced last year on drones and this year on defense. CPI, organic growth, which is a bit lower than usual, but still good. In the U.S., it looks like the clients of CPI have a kind of wait-and-see attitude. They did have a complete good visibility of their budget. And since it's mainly hospitals and schools in the U.S. that are clients of CPI, they are very careful for the moment because they don't know exactly what kind of budget they're going to get. And the social services have seen their budgets go down, and they are also clients of CPI. Hence, the current figures. In 2024, there was also a higher capital for CPI. ACAMS, good momentum. In 2024, the margin was good, but the revenue didn't increase that much. However, in 2025, we can see that there is a little bit of a ramp-up with a Q1 at 6.4% growth. And with organic growth, which is even higher at 6.9%, with a great transformation of the group with a change in management, a new CEO who arrived at the beginning of last year, a new sales director, a new operations director. So the teams changed quite a lot at ACAMS with a new strategy with tech deployment and the results are now showing. So we're very happy with the beginning of the year for ACAMS. Globeducate, which joined us in October 2024, good performance. As expected, growth of plus 11%. A lot of small schools have joined since we invested in Globeducate. And we believe that we could do EUR 5 million to EUR 10 million worth of external acquisitions in terms of EBITDA. IK Partners, you can see that the performance is really good at plus 33%, which also takes into account the catch-up effect. So for the players who arrive at the end of the cycle, they enjoy the same conditions as those who arrived earlier. So the flagship of IK in Q1. So was closed. So there were these catch-up fees which drove up the growth, hence why we're at 33%. Now a quick look at asset management for Q1. Laurent told you earlier that 12 months ago, this made up 0% of our GAV and now it's 17%. And we haven't even started deploying our funds in IK and Monroe. So this is really just the value of our shares with IK and Monroe. And at March 31, we'd only invested about EUR 30 million in their funds. So the 70% of GAV is just the valuation of our shares. You can see the revenue growth, plus 33% for IK Partners, very strong growth of AUM. EUR 34 billion of AUM at the end of March for IK and Monroe. Good fundraising, EUR 3.4 billion for Q1, as I mentioned earlier. And the small cap [ debt capital ] partnership doing really well. And the hard cap, the ceiling of the IK X has been reached in spite of a complicated set of circumstances. So Q1 with a lot of things to report on for both our business lines. Wendel is -- enjoys a very good balance sheet with a total liquidity of EUR 1.7 billion; EUR 875 million in committed credit facility; gross debt, EUR 2.4 billion; and 17.2% LTV ratio. Our maturity is quite long, on average, 3.4 years, for some items until January 2024. Weighted average cost of debt stands at 2.4%, which gives us this BBB rating and stable outlook from S&P, which was restated recently or reiterated recently. Here, you've got the key takeaways for Q1. You've seen good performance of group companies across the board, strong portfolio rotation in 2024. For example, we disposed of Constantia and parts of Bureau Veritas, Globeducate which joined a good rotation of the portfolio. We also mentioned very briefly at the top with Nicolas, the effects of the new administration in the U.S. and tariffs. For the moment, the direct impact on our portfolio is quite limited. The indirect impact will depend on the macroeconomic features and the evolution of the dollar. But the indirect impact should remain quite low. For fundraising, a good performance in 2024 and 2025. And today, we've got, yes, 17% of our GAV as of March 2025. Strong financial structure with a LTV pro forma that stands at 17.2%.

Laurent Mignon

executive
#6

Just a quick word to say that we have found the 4% after all. Actually, it should have said 17% for APAC, for the Asia Pacific region. So 17% plus 13%. I think it was 36% for the U.K., 34% for Europe. So all in all, 100%. So it's just a typo.

David Darmon

executive
#7

Okay, a strong dividend. We've mentioned that already. So we'll now hear from Christine to talk about our ESG performance.

Christine Anglade-Pirzadeh

executive
#8

Thank you very much, David. Dear shareholders, ladies and gentlemen, good afternoon. I'm going to walk you through what we've done in terms of ESG this year with a few slides to help me along. For the listed companies, we have focused on implementing CSRD in keeping with our ESG strategy. CSRD is an EU piece of legislation which was enforced in France last year and applicable to Wendel for this year. And as a result, also for the companies that sit in our portfolio. It means more reporting since the statutory auditors have a bit more work to do. They have to do a more in-depth evaluation. And it also means more requirements in terms of KPI, information quality and also in terms of procedures and policies that we implemented that it can be counted and accounted as respecting the CSRD standards. There is a sustainability report. It's a massive report. You can take a look at it in the universal registration document, if you're brave enough. And we've adapted the structure of the report to what we've done previously. CSRD is great because you give more nonfinancial information, but it's not adapted to a company like Wendel. So we came up with a structure that we believe reflects the activities of Wendel. So we started out with some general information about the Wendel Group to explain our ESG approach. And then we added some information about the investment activities and our 2 business lines, so to speak, with asset management for third parties, which is one leg. And then the other leg, which is our historical investment business, where we buy shares or buy up companies, and David walked you through the portfolio earlier on. So that's the way in which we invest. So we explained that in the report. And the third chapter of the sustainability report is information about the fully consolidated portfolio companies. So here, you have the information that is cross-cutting because our portfolio is very consistent with a lot of services by Stahl. So there are a lot of themes that are shared, but other also themes that are a bit more specific for Stahl, for example. The information for GES covers the whole value chain because this is what CSRD compels us to do, not just the entities that are consolidated. So you can see really the big picture. In 2024, we rolled out a new ESG road map that has nothing revolutionary actually about it. It's all a number of items that we've been tracking for about 15 years. We have more than 15 years' worth of experience in ESG. We aligned this road map with the requirements of CSRD. So you can see the 2 main businesses, investment activity, all the responsible work that we do, the due diligence, our exclusion list, et cetera. We also talk about another important moment of our investment cycle. So that's the performance of company. We also do the vendor due diligence. And then on the right-hand side, you've got what we call corporate, that's a social responsibility of Wendel and third-party asset management companies. So that's really about all the people of Wendel and its partners. It's about 300 people. In the reporting, there will also be people from Monroe Capital, which is not included this year because these are the figures for 2024 only. So you can see these 5 themes, which are very important. CSRD requires us to work on what is vital to us. So governance and business ethics is vital to us as investors. Health and safety is something that is very important for us, a legacy from our industrial days. Climate change, I mean, that's valuable for everyone. Gender parity. And finally, reliability of ESG data, so nonfinancial data. Now it might seem obvious that this information should be reliable. But actually, ESG is very much in its infancy, and therefore, we don't have a huge amount of experience and of data points. So as investors, we can help our companies make their information as reliable as possible. We have people who work with the portfolio of companies through audits, et cetera, to do that. So there's financial support, but also administrative support that goes into that. Here on this slide, you have our long-standing activity of investments. So investing in our portfolio companies, BV, Stahl, ACAMS and all the other companies that you heard from earlier on. It's probably in investments that we have the greatest level of ESG maturity. We have a long-standing experience in 2012 and the reporting criteria that were implemented back then. The KPIs that you have here are CSRD KPIs. So they're not always at 100% because the bar is set a little bit higher than previously. You've got most of the CEO -- 60% of CEOs who have a part of their variable compensation index to ESG criteria. We put 100% for the reliability of nonfinancial information because all the companies in the portfolio did the double materiality assessment that was reviewed by our auditors. So we are pretty much sure about reliability of nonfinancial information. Likewise, for health and safety. And then you've got climate change here, we're at 97%. Last year, you might remember that we started our decarbonation plan, validated by SBTi. And today, we're quite happy because 97% of our CO2 emissions that are covered by an SBTi commitment. So for us, Wendel, but also for all the portfolio companies. So we believe that this is something that is extremely valuable and worth pointing out. And we hope that we can keep at this level because there are scope effects. Of course, every time we integrate a new company, within 2 years, they also need to make these same SBTi commitments and to be validated by SBTi. Now this is our new-ish business, third-party management. So here's Wendel and IK Partners. So here's more about process, which is normal because IK Partners was integrated last year. Next year, we'll be talking about Monroe for sure. IK Partner is very mature from an ESG perspective than Article 8+. As we mentioned, that's the regulation for the funds, but we were able to converge to a place where we are comfortable with the reliability of ESG information. And especially on the issues that are important for IK since we see that they are very well positioned. And a good surprise is that independently from Wendel, they were also being approved by SBTi themselves and their portfolio companies. So positive across the Board. And obviously, next year, we'll work with Monroe Capital. And again, we're dealing with different assets. It's an American company, probably a different perception. So we'll have to adapt and support this company. The last slide, you know it. We've been presenting it for years. It is looking at the extra financial Wendel's performance. Those scores are variable. There is one that we're particularly looking at is the S&P Global because it's truly a 360-degree look on ESG performance. So once we've gone through this scoring exercise, it takes up a whole month for a member of the team -- of the ESG team. So we've gained 10 points in 2024. We are among the top 1% of our industry. The other scores also matter. You see that it's quite stable, except for CDP. CDP, it's not normal that we get a lower grade this year. Why? Because it is a referential that is not really adapted to investment activities. It really makes sense for industrial activities, but not necessarily for us. So we do it because we sort of -- we have to, but we cannot fully comply to their criteria. So that was quite concise. Over the next few months, we are going to work hard on the way that we can define a framework that makes sense for third-party private asset management, also something that would make sense given the difference in assets because we have IK Partners doing private equity, Monroe Capital doing private debt. Those are very different operations. And so we'll try to find a cross-cutting framework that makes sense for an investor at Wendel, but we have to be able to fully grasp the specific needs from the different asset types. So we'll probably have different inclusion lists depending on the assets. So that's it for this very concise presentation. Thank you for your attention. And I'll yield back the floor to Nicolas.

Nicolas Ver Hulst

executive
#9

Thank you, Christine. Now we'll give the floor to William Torchiana, Chairman of the Governance and Sustainability Committee for an annual presentation on governance and compensation.

William Torchiana

executive
#10

Thank you, Nicolas. Ladies and gentlemen, I am pleased to present Wendel's corporate governance structure and the compensation for 2024 and 2025 of the Executive Board. Let us look at the composition of the Supervisory Board. You can see on the screen, the names and the photos of its 12 members. The Board includes 40% of independent members, 40% of women or 50% if we include the members that are representing employees and 4 nationalities. This year, like Nicolas explained earlier on, the terms of office of Nicolas Ver Hulst, B n dicte Coste, Fran ois de Mitry and Priscilla de Moustier are due to expire, and we submit them to your vote for renewal for a further 4 years. If Nicolas Ver Hulst' mandate is renewed, he will also be reappointed as Chairman of the Supervisory Board. The composition of the Board's 2 committees, so the Audit Committee and the Governance Committee are also shown here on the screen. Now when it comes to the Executive Board, it is currently made up of Laurent Mignon, Chairman; and David Darmon, Chief Executive Officer. The Board's mandate was renewed on April 7, 2025, for 4 years. Let's move on to the topic of the 2024 remuneration of the Executive Board. The remuneration policy approved by your shareholders' meeting last year has been strictly applied. Here, you can see the amounts of fixed and variable remuneration of the members of the Executive Board, together with the other items from which they benefited. The variable remuneration was determined on the basis of the achievement of predefined goals. With regards to the financial targets, the Board determines that those targets have been reached at 87.8%, notably after analyzing the performance of the main companies in the portfolio. With regards to nonfinancial targets, the Board reviewed the year's various achievements and sets a 95% achievement rate. Taking into account the weighting assigned to these different targets, members of the Executive Board will receive 90.32% of their maximum variable compensation and that is subjected to your vote, of course. Long-term remuneration for 2024 is also in line with the conditions that you approved last year both in terms of the number of stock options and performance, shares granted and in terms of their presence and performance conditions. And you can see it on the screen here. Now let's take a look at the new remuneration policy for the Executive Board for the 2025-2028 period, which was fully reviewed by the Supervisory Board as part of the renewal of the Executive Board's mandates. Here, you can see the main components of the short-term remuneration package for 2025. It is unchanged compared to the one from 2024 insofar as the Supervisory Board considered that its structure and its amount remained appropriate. So a fixed remuneration of EUR 1,300,000 for Laurent Mignon and EUR 770,000 for David Darmon and a variable remuneration representing still a maximum of 115% of the fixed salary. With regards to variable remuneration in 2025, the targets shown give a larger share than before to the third-party asset management to reflect the dual model of Wendel's activities. The adjustments appear in green on the screen. So the adjustments that were made compared to last year. The weighting of financial targets has been increased to 70% versus 65% previously. The share of performance from third-party asset management activities have been increased from 10% to 20%. The nonfinancial targets whose weighting have been reduced from 35% to 30% have been renewed with updated initiatives and expected actions. Now let's move on to the new long-term remuneration policy for 2025-2028. This is where the changes have been the most significant in order to take into account when Wendel's strategic evolution. So stock options in the co-investment program have been abolished. They will be replaced subject to your vote by a single performance share allocation system based on 3 plans named AP 1, AP 2 and AP 3 that are displayed here on the screen. The total allocation has been set to 555,000 shares, representing around 1.25% of the share capital for all plans. The Executive Board allocation is different for each plan as shown on the screen. For AP 1, it represents 100% of the sum of the maximum fixed and variable portions of the annual remuneration of each member of the Executive Board. For AP 2, the maximum allocation would be 13% for the Chairman of the Executive Board and 11% for the Executive Board member. And for AP 3, the maximum allocation would be 27.5% for the Chairman of the Executive Board and 22.5% for the Executive Board member. The 4-year presence requirement is unchanged for all 3 plans, and the performance conditions observed over a 4-year period for the 3 plans are as follows: For AP 1, 2 related conditions. For 75%, it is linked to the TSR trends in absolute terms, and for 25% of it, it is about the dividend growth. For AP 2 and AP 3, the performance condition is 100% based on absolute TSR trends with a more demanding grid than for AP 1. And for AP 3, more demanding than for AP 2. We believe that these performance share plans will contribute in the long term to achieving three main goals. First, aligning the interests of the shareholders and management, attracting and retaining talent and offering greater transparency. In short, as you can see on the left part of the graph, the long-term remuneration is more important than short-term annual remuneration. And on the second graph on the right, you can see that 80% of the remuneration is subjected to performance conditions. Finally, we turn to the Supervisory Board remuneration. The 2024 remuneration package for Nicolas Ver Hulst, Chairman of the Board is in line with the policy approved last year. The Board's remuneration policy for 2025, details of which are shown on the screen, is the same as last year. The overall package is unchanged at EUR 900,000, and it has been the same since 2017. The remuneration structure ensures the preponderance of the variable portion linked to attendance over the fixed portion. This presentation is now over. Thank you very much for your attention. I do apologize for my poor French and my American accents, and I will give the floor back to Nicolas.

Nicolas Ver Hulst

executive
#11

Thank you, William, for your very comprehensive presentation. I'll now hand over to Caroline for the presentation of the resolutions.

Caroline Delacour

executive
#12

So we are voting -- submitting 25 resolutions to your vote. To make it easier for the presentation, I have grouped them by theme. We have fiscal year 2024 governance, financial authorizations and modification of the Articles of Association. The purpose of the first and second resolutions is to submit for your approval of the financial statement of Wendel for the year ended December 31, 2024. The third resolution concerns the net income allocation dividend approval, a dividend of EUR 4.7 per share to be paid on May 23. The fourth and fifth resolutions are about the approval of new regulated agreements, details of which are shown. Some have been concluded with corporate offices, others with Wendel participations, our reference shareholder and the statutory auditors will talk to you about these more in depth in a moment. In terms of corporate governance, we have the resolutions 6, 7, 8, 9. They are submitted to your vote for the reappointment of Nicolas Ver Hulst, B n dicte Coste, Fran ois de Mitry and Priscilla de Moustier as members of the Supervisory Board. These are appointments for 4 years. Resolutions 10, 11, 12, 13 are about appointing the statutory auditors responsible for certifying the financial statements and sustainability information. You are asked to renew the mandate of Deloitte & Associates and to appoint Forvis Mazars for a period of 6 years. Now resolutions on remuneration that were presented to you by William. Resolutions 14, 15, 16, 17 submitted for your approval, the 2024 compensation packages, in particular, those paid to Laurent Mignon, David Darmon and Nicolas Ver Hulst. Resolutions 18, 19, 20, the remuneration policy for members of the Executive Board and Supervisory Board for 2025. We now turn to the financial authorizations, of which there are a few this year as most were renewed at our meeting last year for a period of two years. This year, we proposed to renew the share buyback program, that is Resolution 21. And we ask you to authorize the managing -- the Executive Board to buy back up to 10% of the company's capital stock. When it comes to employee share ownership, 2 resolutions are submitted to your vote. The 22nd resolution, which is also customary, renews the delegation of authority to the Executive Board to increase the share capital in favor of members of Wendel's Group savings plan. This delegation aims at developing long-term employee shareholding and it may be implemented for a maximum nominal amount of EUR 200,000 and at a price corresponding to the stock market price, minus a maximum discount of 30% in accordance with the law. Resolution 23 is about allowing Executive Board to grant performance shares to employees and corporate offices. So AP 1, AP 2, AP 3 that William presented to you earlier, up to a limit of 1.25% of the share capital. It being noted that the effective acquisition of shares by beneficiaries is subjected to presence and performance conditions as it was explained to you earlier. Lastly, we would like to amend the company's Articles of Association. It is proposed that we update Articles 14, 15 and 25 to take into account the changes resulting from the French Attractiveness Act in order to enable Board members to exercise their voting rights by mail, to make written consultation more flexible for the Supervisory Board and to make the appointment or reappointment of sustainability auditors subject to prior authorization by the Board that is already the case for statutory auditors. Lastly, resolution 25 will enable the company to carry out all publication and other formalities required by law after the shareholders' meeting. That is it for the resolution, so I will hand over the floor to Nicolas.

Nicolas Ver Hulst

executive
#13

And I will give the floor immediately to Madam Vermelle to read the statutory auditor's report.

Ioulia Vermelle

attendee
#14

Thank you, Chair. Ladies and gentlemen, dear shareholders. On behalf of Ernst & Young Audit and Deloitte Associ e, I would like to present to you the results of our mission for the year ended December 31, 2024. I would like to show you a summary of our report on related party agreements. Two reports on authorizations to be given to the Executive Board to carry out transactions on capital. And finally, the conclusions of our report on the certification of sustainability information. So I will show you the highlights of our reports. We can move on to the next slide. On the consolidated and annual financial statements. So you will find our report on Page 334 and 361 of the Universal Registering Document for 2024. Quickly, our goal is to ensure sincerity, regularity of the financial statements. So we work with all significant entities of Wendel Group in France and abroad. Our approach is adapted to the organization of Wendel Group, its activities and our risk appreciation. We examine current operations and extraordinary activities, such as M&A. We had a certain number of workshops with the Audit Committee on the 2024 year. We have presented the conclusion of our work to the Audit Committee and to the Supervisory Board that was on February 25 and February 26, 2025. In our report on the annual and consolidated financial statement, we share with you the key audit points related to the significant anomaly risks. And according to our professional opinion, the main -- the most important element for the audit of the statements. So first, on the report, on the consolidated financial statements, we highlighted 3 main audit points. They relate to the accounting treatment of acquisition and divestment of portfolio companies to the measurement of goodwill and to the accounting treatment of mechanisms for the participation of management teams in the group's investments. Now on the annual financial statements. The key audit points is on the valuation of these investments in subsidiaries and associates, and loans and advances connected with investments. So for each of these audit points in our report, we go in depth on the reasons that we identified those, the nature of the risk that we identified and the processes that we have carried out to mitigate those risks. In our opinion, we have no -- the consolidated and annual financial statements give a true and fair view of the assets and liabilities and of the financial position. Now on the special report on related party agreements. This is on Page 388 of the document. It is particularly detailed. So I'm going to give you the highlights. We communicate the essential characteristics of the regulated conventions that we were told about by the company, and we do not talk -- speak on the existence of the conventions and we're not looking for other conventions or other agreements that we would not have been told about. So we have been told about the following agreements that were previously authorized by the Supervisory Board. So agreements with Laurent Mignon, David Darmon and Mrs. Harper Mates and Mrs. Sophie Tomasi, an agreement relating to co-investments in Scalian, Globeducate and Aqemia. And another agreement with Wendel-Participations on an intellectual property agreements. We were also told about the following agreement that was not previously authorized, but that was approved afterwards by the Supervisory Board. It is an agreement with Laurent Mignon, David Darmon, Harper Mates and Sophie Tomasi relating to co-investments in YesWeHack and Tadaweb. Finally, in our report, we also included agreements that were previously approved by the shareholders' meeting. So they were approved in prior years, and their execution continued during the past year. So for Wendel participations, there is a whole list of agreements relating to the sublease contract of workspace relating to administrative assistance services to anticorruption compliance to tax reporting services and the provision of technical equipment, and finally, a deposit agreement for works of art. And for Laurent Mignon, David Darmon, Harper Mates and Sophie Tomasi, we describe long-standing agreements relating to core investments. Next slide. Now the reports pertaining to the resolutions of the extraordinary meeting, we have published 2 reports on the operations linked to the social capital of your company, on which you will have to vote. Those reports are on Page 393 and 394 of the same documents. These are the resolution operations on -- that you'll find in resolutions 22 and 23, and these operations were presented by Caroline Bertin Delacour. So we have no comments on the terms of the proposed operations and on the information given in the report of the Executive Board. Regarding the 22nd resolution, the final conditions under which the issue would be carried out have not been fixed, and so we do not express an opinion on them and on the proposed cancellation of preferential subscription rights that is made to you. We shall issue another report, if necessary, when these delegations are used by your Executive Board. And last slide, this is about the report on sustainability -- on the certification of sustainability information. This is the first time that your company has published any information on sustainability complying with the new EU CSRD, and we have published a report, giving limited assurance on the compliance of the process and the information published with the standards. We have not identified any errors -- material errors, omissions or inconsistencies. We also wanted to highlight 2 elements. First, the specific circumstances with the first complying exercise with the CSRD. And second, the specificities of the Wendel Group that were presented by Christine Anglade, and those specificities of the group led to an adaptation of the structure of the Wendel sustainability report. To conclude, Mr. Chair, ladies and gentlemen, shareholders, I also wanted to say something on behalf of EY, we have reached the end of our mandate as we have reached the maximum amount of years that is allowed by law. So I wanted to use this opportunity to thank all the shareholders, thank the members of the Supervisory Board of the Audit Committee for the trust that you have shown us. I also wanted to thank all the management teams, everyone at Wendel for all the -- this great partnership that we've had over those years.

Nicolas Ver Hulst

executive
#15

Thank you, Ioulia. I was precisely about to say that EY has been our statutory auditor for years, all within the legal limit obviously, but I wanted to thank EY and thank you personally and your team for the quality of your work and for the greater work relation that you have been able to establish with the Wendel teams and with the Supervisory Board, which truly fully trusted EY. So thank you very much. So now we will move on to our question-and-answer session. Did I forget anything?

Caroline Delacour

executive
#16

We will start with written questions. So we'll start with written questions before we move on to questions from the room. We have some written questions from Mr. [indiscernible] and a full answer has been published on our website this morning. And now we can move on to the questions in the room.

Nicolas Ver Hulst

executive
#17

Okay. So questions from the people in the room? [Operator Instructions] Do we have any questions in the room?

Unknown Shareholder

shareholder
#18

Daniel, individual shareholders. I've got a few questions. The first one is on BV. Where do you stand in terms of share? Are you going to fully exit or keep your shares in BV? Second question, on your management, you've got several small companies that have EUR 20 million revenue. Does it make any sense? It seems like a lot of paperwork and not -- it doesn't bring in a lot of money. Thirdly, in the ESG report, I'm a bit surprised that nobody mentioned the Scope 1 and Scope 2, and how much they make up. For me Scope 1 and 2 doesn't make up a lot for a company like yourself, but it's Scope 3, which is probably more relevant, but you haven't mentioned it. And then another question on -- what's it called again? Yes, compensation. What about the share of ESG, which has gone from 35% to 30%? It seems that in other companies, it goes in the other direction of travel. So could you maybe explain us why? And regarding the statutory auditors, I see that there is a limited confidence in the report, and I'm not very comfortable with that.

Nicolas Ver Hulst

executive
#19

Now I will let the executive think about these questions and answer your question on compensation. Now ESG is in actual -- there are different blocks. That's the fixed part, there's the annual variable part and then there's long-term compensation, that this year, has been worked on considerably by the Governance Committee because we removed the incentives and we replaced it by the AP 2 and AP 3 that we mentioned earlier. So what you are referring to is the variable part of the compensation package. The fixed share is 70% and the variable part is 30%. And it's true that we've reduced it a little bit and ESG only makes up 5%. That is true. But you will have noticed that the general trend is to reduce the share attributed to ESG as a whole movement which comes from the U.S. to give more space to performance rather than quality and ESG-like criteria. But nonetheless, we do focus quite a lot of ESG, but not so much in the compensation package because we want to see the CSRD performance.

Caroline Delacour

executive
#20

Now in addition, we wanted to give a greater share this year to a third-party management. This is why we've gone to 65% to 70% for the financial objectives and the qualitative objectives, including ESG went down from 35% to 30%. It's down to our third-party management.

Laurent Mignon

executive
#21

Well, even if we've gone from 5.5% to 5.6%, it's not a huge change. And in any case, it will not change our commitment to reaching the group's ESG targets. Our commitments, myself, David and I and the whole team remain fully committed to ESG regardless of the change in percentage.

Nicolas Ver Hulst

executive
#22

For the limited assurance, that's just a legalese. This is just a technical term. And the statutory auditor is speaking off mic.

Ioulia Vermelle

attendee
#23

But the main message is that they have approved the reports, the financial statement. It's all well and fine. And then by law, we have to issue this limited assurance opinion and reasonable assurance for the accounts.

Unknown Shareholder

shareholder
#24

That's on the CSRD?

Laurent Mignon

executive
#25

Yes, let's not confuse between the certification report for the accounts, where, as you say, there is reasonable assurance, which is granted, which is the very highest level. And for CSRD, what they ask for is a limited assurance because we're at the beginning of CSRD, and everybody knows that we can't gain the same level of granularity and detailed information as we do for the financial statements, where we have much more experience. So it's not a limited assurance on the accounts. It's for the CSRD side of things.

Nicolas Ver Hulst

executive
#26

Now for the 3 questions. BV third-party management, proprietary AM and carbon Scope 1, Scope 2.

Laurent Mignon

executive
#27

So for Bureau Veritas, we've done a new deal. We've got 26.5% of the shares, 41% of voting rights. And our desire is to continue to grow the company to help it with its strategy. BV's strategy is a strategy that we truly believe in. But it doesn't mean that now and again, we don't rebalance our business. We remain nonetheless, fully committed to BV, and we remain their main shareholder with 41% of voting rights. For the small companies that you mentioned, it's not very kind what you said, but over to you, David.

David Darmon

executive
#28

Yes, you mentioned Slide 18, I believe, with the different lines with the companies of the group. Now first of all, this is a quarterly revenue. So for the whole year, you've got to multiply it by 4. There are 3 companies that have a revenue of EUR 10 billion, EUR 20 billion for quarters, it's IK Partners and ACAMS with a revenue of EUR 100 million, EUR 150 million. These companies are growing very quickly. So do bear this in mind, IK Partners is a plus 33% for Q1 and CPI has often double-digit growth. And these are companies that are very profitable. The most obvious example is CPI with a 49% EBITDA margin. So even if they are small, around EUR 100 million or EUR 150 million worth of revenue. Their growth and their margin actually means that they are very valuable. So our investment in these companies are actually quite significant. For example, for IK Partners, we had a valuation recently announced at EUR 700 million. It's not because the volume is smaller than BV, that these investments are not significant. So no, it's not paperwork. We do spend a lot of time for them, and they're very valuable for us.

Laurent Mignon

executive
#29

For Scope 1, Scope 2 CO2 emissions, well, as you mentioned, we are a company that mainly operates in the service industry. So very few Scope 1, Scope 2 emissions. And that is true for most of the portfolio, apart two, Stahl and Tarkett, which are more industrial players. So I might yield to my colleague, Christine to answer the questions on Scope 1, 2 and 3.

Christine Anglade-Pirzadeh

executive
#30

I'm not going to get into too much detail because there are 20 pages in our sustainability report for Scope 1, 2 and 3 in the whole portfolio. But you are right, so Scope 1 and 2 for a company like Wendel and asset management like IK Partners, it's not a lot. It's the real estate and the employees. So we look more into the portfolio. And indeed, it's covered by this SBTi commitment. And right now for Scope 3, we are in keeping with our decarbonation strategy. So once again, you've got about 15 pages of report, and you've got the Scope 1, Scope 2 numbers for all the companies and the consolidated figures as well.

Laurent Mignon

executive
#31

Thank you. Do we have no question in the room?

Nicolas Ver Hulst

executive
#32

Well, if no one is asking for the floor, I suggest we move on to the resolutions.

Caroline Delacour

executive
#33

Now before the vote, I'm going to give you the number of shares present and represented verified by our bailiff. And the final quorum is 72.6% and a total of 30,638,000 shares. The quorum has been reached, both for the ordinary and extraordinary part of this meeting. Before you cast your votes there are double voting rights for shares that have been entirely liberated. Now there is a voting right for the ordinary and extraordinary parts of these resolutions. And for the majority, the resolutions need to have a simple majority; and extraordinary resolutions, a 2/3 majority. Our voting system is an electronic system. You have tablets, which you received at the entrance and you've got the number of votes that you represent or that you hold. A quick look at a video to understand how the tablet works. To vote on the resolutions, you've been given a tablet. It is personal and is only necessary for today's proceedings. When a resolution is announced, a voting window will automatically pop up on your tablet even if it's on standby mode. To vote, it is extremely simple. All you need to do is to press on the button that you need to press on or want to press on for, abstention or against. Then just press okay before the end of the vote. Once your vote is validated, you can no longer modify it. Thank you very much for your attention. And please hand your tablet over at the end of the proceedings. So the result of the votes will be displayed and a summary will be published on our website shortly. Okay. We're going to go through all the resolutions. We're going to start off, of course, with the first resolution, approval of the financial statements for 2024. [Voting]

Caroline Delacour

executive
#34

The resolution is adopted. Second resolution, approval of the consolidated financial statements for 2024. [Voting]

Caroline Delacour

executive
#35

The resolution is approved. Third Resolution, net income allocation, dividend approval and dividend payments. [Voting]

Caroline Delacour

executive
#36

And the resolution is approved. Resolution #4, approval of regulated related-party agreements entered into with certain corporate offices. [Voting]

Caroline Delacour

executive
#37

And the resolution is approved. Resolution #5, approval of regulated related-party agreements entered into with Wendel-Participations. [Voting]

Caroline Delacour

executive
#38

The resolution is approved. Resolution #6, on governance now, renewal of Nicolas Ver Hulst at the Supervisory Board. [Voting]

Caroline Delacour

executive
#39

The resolution is approved. Resolution #7, renewal of B n dicte Coste at the Supervisory Board. [Voting]

Caroline Delacour

executive
#40

The resolution is approved. Resolution #8, renewal of Fran ois de Mitry at the Supervisory Board. [Voting]

Caroline Delacour

executive
#41

The resolution is approved. Resolution #9, renewal of Priscilla de Moustier at the Supervisory Board. [Voting]

Caroline Delacour

executive
#42

The resolution is approved. Resolution #10, renewal of Deloitte and Associates as statutory auditor for auditing the financial statements. [Voting]

Caroline Delacour

executive
#43

The resolution is approved. Resolution #11, renewal of Deloitte and Associates as statutory auditor for certifying the sustainability information. [Voting]

Caroline Delacour

executive
#44

The resolution is approved. Resolution #12, appointment of Forvis Mazars as statutory auditor for auditing the financial statements. [Voting]

Caroline Delacour

executive
#45

The resolution is approved. 13th Resolution, appointment of Forvis Mazars as statutory auditor the certifying sustainability information. And for those who are not sure of that, we do have 3 separate resolutions. [Voting]

Caroline Delacour

executive
#46

And the resolution is approved. We're now going to move on to compensation, starting with 2024, Resolution #14, approval of the report on compensation for members of the Executive Board and the Supervisory Board. [Voting]

Caroline Delacour

executive
#47

The resolution is approved. Resolution #15, approval of the compensation for Mr. Laurent Mignon in 2024. [Voting]

Caroline Delacour

executive
#48

The resolution is approved. 16th Resolution, approval of the compensation for 2024 to David Darmon. [Voting]

Caroline Delacour

executive
#49

The resolution is approved. Resolution #17, approval of the compensation for 2024 to Nicolas Ver Hulst. [Voting]

Caroline Delacour

executive
#50

The resolution is approved. Moving on now to compensation for 2025. We're going to start with Resolution #18, approval of the new compensation policy for the Chairman of the Executive Board. [Voting]

Caroline Delacour

executive
#51

The resolution is approved. Resolution #19, approval of the new compensation policy for the member of the Executive Board. [Voting]

Caroline Delacour

executive
#52

The resolution is approved. Resolution #20, approval of the new compensation policy for the members of the Supervisory Board. [Voting]

Caroline Delacour

executive
#53

The resolution is approved. Moving on now to financial authorization with Resolution #21 on the purchase of company shares. [Voting]

Caroline Delacour

executive
#54

The resolution is approved. And Resolution #22, now on increase in share capital for the group savings plan. [Voting]

Caroline Delacour

executive
#55

The resolution is approved. Resolution #23, this is a resolution on the bonus shares for company executives, corporate officers and employees. [Voting]

Caroline Delacour

executive
#56

The resolution is approved. Two more resolutions to go. Resolution #24, Amendments to Articles 14, 15 and 25 of the company's by-laws. [Voting]

Caroline Delacour

executive
#57

The resolution is approved. Resolution #25, it's essentially the powers for legal formalities after the general meeting. [Voting]

Caroline Delacour

executive
#58

And the resolution is approved. The voting is now over. Back to you, Chair.

Nicolas Ver Hulst

executive
#59

Thank you very much, Caroline. Thank you very much for taking part in this general meeting. Congratulations to the Supervisory Board members whose term has been renewed. Happy Birthday to Priscilla. And thank you very much to all the Wendel teams who prepared this general assembly. I'm going to forget some people, but we have Caroline Bertin Delacour. We have the other Caroline. We have Christine as well, Christine Anglade, [ Clemens ]. Olivier, in-charge of Investor Relations. Lucile, Millie and I'm probably forgetting a few people. But thank you to all of you because this general meeting was perfectly well prepared. And with that, I declare this general meeting closed at 5:00 p.m. Paris time. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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