Worldline SA (WLN.PA) Earnings Call Transcript & Summary

Good morning. Welcome to our Extraordinary General Meeting. Ladies and gentlemen, dear shareholders, I'm delighted to welcome you here for this Extraordinary General Meeting of Worldline at the beginning of this year. I'd like to thank you for your presence here. As we usually do so, and so as to preserve our best practices, this general assembly is broadcasted live on the website in French and in English. After the presentations from the management and the statutory auditors, we will have a Q&A session. And for those following this meeting remotely, you will also have the opportunity to put your questions on the Internet via the website interface. As the Chairman of the Board, I will chair this extraordinary meeting. Besides me for the company, we have Mr. Pierre-Antoine Vacheron, who is the CEO; and Mr. Charles-Henri de Taffin, who is the Secretary General and Secretary of the Board. I'd like to also thank the directors and the main managers of the group who are present here today with us. I would like to, therefore, declare this general shareholder meeting open. All the documents required by the Code of Commerce are at your disposal and the Social and Economic Committee's disposal, too. We will not read the report of the Board that has been put at your disposal in your convening brochure. As for the quorum, so this Extraordinary General Meeting is convening after presentation and requires a quorum of 25% of the shareholders. Charles-Henri, do you have the definitive quorum?

Yes, the definitive quorum is at 55.63%.

And before we pursue, I would like to go on to the composition of the bureau. So first of all, and in order to implement the regulatory provisions, we're going to constitute the bureau of this meeting that I'm going to chair. I'm going to ask the 2 shareholder that have the greatest number of votes, who have accepted this function to fulfill the functions of scrutineers. It's Bpifrance Participations, represented by [ George Lambeau ]; and the Credit Agricole S.A., represented by Mr. Oliver Rocard. They are besides me, and I'd like to thank them for their presence. The bureau is set up. I would like Charles-Henri de Taffin, who is the Secretary General and Secretary of the Board of Directors to ensure the Secretary of this meeting. I observed the presence of Mr. Guillaume Arnal, who's been appointed by the Social and Economic Committee to attend this shareholder meeting. We also have [ Mr. Joe LaVerne ] from Deloitte & Associates and Vincent Frambourt from Grant Thornton, who is our auditor. And they have been convened also. I'd like to thank them for their presence here. I would like to inform you that some of the people who are not shareholders, there are some clerks, journalists and analysts. They are also present here in this room. And now I'd like to give the floor to Charles-Henri de Taffin, who's our Secretary, who's going to talk about the documentation, the agenda and the quorum.

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, I'd like to remind you that this is an extraordinary shareholder meeting upon the convening of the Board. The agenda and the text of the resolutions have been published in the brochure that have been published in the ballot of the 3rd of December 2025, and the convening notice was also published in this bulletin. As Wilfried said, all the documents required by the Code of Commerce have been put at your disposal and at the disposal of the Economic and Social Commission according to the legal requirements. We are going to read the reports that have been put in our notice. This is the first invitation. This requires a minimum quorum of 25% of the shares. And as the quorum is at 55.63% and the quorum required has therefore been reached. As for the agenda of this extraordinary shareholder meeting, 13 resolutions will be subjected to your approval. They are related to a reduction of the capital of the company because of losses, reduction of the nominal value, which is usual in the preparation of an increase in capital, an increase in the capital reserved to Bpifrance Participations, Credit Agricole S.A. and BNP Paribas, EUR 110 million with removal of the preferential subscription rights, an increase of capital of EUR 390 million, maintaining the preferential subscription rights of the shareholders. Putting together all the shares of the company by the allocation of a new share of EUR 0.80 for 40 former shares of EUR 0.02, and this regrouping is purely technical and the renewal of the delegations for the increase of capital reserved to the employees or proxies. The company has not received any written questions or any other item to be added on the agenda of this extraordinary meetings according to the legal provisions, whether it's from the shareholders or from the Economic and Social Committee. I have to give the floor back to our Chairman now.

Ladies and gentlemen, dear shareholders, I would like to present the program of this extraordinary shareholder meeting and the speakers. Pierre-Antoine Vacheron, who is the CEO, will recall the transformation plan, North Star 2030 and the actions that have already been undertaken to execute this plan. Srikanth Seshadri, who is the Financial Manager, will present the financial objectives of the plan. His presentation will be done in English, and you have headsets at your disposal to listen to the translation into French. Pierre-Antoine Vacheron will then talk about the operation of the transaction plan, and I will present or Charles-Henri, the Secretary, will present the resolutions for which we require your approval. Mr. Vincent Frambourt from the Grant Thornton firm will speak on behalf of the joint auditors, and we will have a Q&A session and then the shareholders will be allowed to put their oral questions, and we will answer the questions transmitted to us through the interface of this assembly. And we will end with the votes on the resolutions at the end. The resolutions will have been proposed to you, and we will announce the results. Before giving the floor to Pierre-Antoine, I would first like to transmit a few messages from your Board. Since the arrival of Pierre-Antoine as the new CEO, the team has done a remarkable work to overcome the many obstacles and events. The transformation of the group initiated by Pierre-Antoine is on the right track and has allowed us to dispose of several nonstrategic assets. The objective is to become an integrated group, a disciplined group, focused and streamlined and a group that is ready for its future transformation. The Board is fully supporting and unanimously supporting the strategic growth plan that was presented to the market in November. We believe that it will generate a significant value creation for our clients, our employees and of course, our shareholders. We are convinced that we have the best team around us to take up our ambitions and become the real leaders in payment services in Europe. My last remark concerns the capital increase of EUR 500,000 that will be carried out in the first half of 2026. And therefore, we are submitting the future resolutions to you. We are convinced that the operation is essential because it will allow us to strengthen the equity and the financial flexibility of the company to accelerate our transformation and secure the implementation of our ambitious North Star 2030 plan and to have a stable base of financial -- European financial institutions, who will be our shareholders. I'd like to thank you. And now I'm going to give the floor to Pierre-Antoine Vacheron, our CEO, who is going to share with you the actions that we have set up since the beginning of his term, and he will give you the first results. Thank you.

Mr. Chairman, ladies and gentlemen, dear Board members, dear shareholders, I'm delighted to see you here, which is an important milestone in the history of your company. Before recalling the main elements of this transformation plan that we presented on the 6th of November, I'd like to go back on this past year, 2025. 2025 was a very difficult year for the company, for all of us to begin with our shareholders. And we question what is most precious for a listed company, for a payments company? That is our trust, our confidence. And we've used up a lot of our energy as a managerial team and all the employees also in close collaboration with our Board to reestablish this confidence and this trust. And today, I believe that the situation has been stabilized. But the support of our shareholders with this -- at this time of capital increase is important to consolidate this stabilization. And after this -- I mean the results -- sorry, the result of this meeting will be extremely important. Worldline is not just any payment company. It is the main operator of payment infrastructure in Europe. Through its geographical presence. We are leaders in a certain number of countries, of course, in France, in Belgium, in the Netherlands, in Germany, Switzerland, Austria, Finland, the Baltic countries, Greece, and we are present in other countries. And when you look at the next slide, you can see that we provide critical infrastructure in 10 countries in Europe. We process 47 billion of transactions each and every year, EUR 480 billion of volumes acquired by merchants. That is the GDP of Singapore. We serve 1.2 million of merchants in Europe, all different sizes and we manage a card portfolio of 156 million of cards to be compared to the European population. This size that we represent is found naturally in our coverage in terms of client segment. This is the next slide. As you can see here, let's take support on our very wide coverage of the entire value chain. We can serve banks and financial institutions that account for 20% of our business, but we also serve a large portfolio of small businesses in all our geographies that account for 46% of our revenue. Global commerce, when you purchase at OCEANE, Fnac, Darty, at [ Marché ], it's the Worldline platform that is used for all the transactions, and we serve a large number of players in e-commerce. Airlines like Lufthansa, Emirates on a pan-European basis. 2025, as I was saying, was a very intense year in terms of actions with some concrete results based on 3 verticals, 3 pillars. The first pillar is on our investments, the confidence in our company. There was a turmoil in the middle of the summer in the media on our merchant portfolio. So we had to proceed with a certain number of audits and evaluations, not only of our merchant portfolio to demonstrate that this portfolio had been cleaned up since 2023 and to assess our risk control systems in our merchant portfolio. And then there was another turmoil to manage our treasury, our cash with the downgrading of our rating from Standard & Poor's. And here again, we made a huge effort of transparency with the arrival of our new Financial Manager, Srikanth. And there were questions on our cash, and we decided to develop our intragroup loans, and we will present this during the presentation of our annual report. The second pillar is on our clients and employees, and that is the main substance of our company. When we arrived -- when I arrived, sorry, we were blocked because there were a few deficiencies in our offers, especially payment terminals, and we deal with all these topics. Now we have a whole range of terminals that are available in all our geographies. We've also worked a lot on the robustness of our IT platforms. You remember that Worldline in 2024 was affected by a certain number of problems in Italy and in France. And we invested a lot in our processes, in our infrastructure so that today, we could have an improvement in the stability of our platforms. So we did all of this work on the supply side on our platform so as to stabilize our NPS, our Net Promoter Score, the indicator of our customer satisfaction in 2025 in spite of all the difficulties encountered in that year. And in the very last quarter, we reduced the attrition of our portfolio of small merchants. On the side of our employees, the action undertaken by the new management team enabled us, as we've seen in the results of our most recent Great Place to Work survey, we got the results just a few days ago. That enabled us to bolster the engagement of our people. And those people are now committed to the company in a way that's unrivaled with our past history. The last pillar is the rationalization of our scope so as to bolster our financial flexibility, our headroom and refocus on our core businesses. In 5 months, we announced the divestment of 4 large-sized assets. The closing of those deals will take place in the first half of this year. Those transactions enable us to streamline our organization, but also increase our free cash flow so as to plow those moneys back into our capital expenditure and deleverage the company. So the result of all of these actions undertaken in 2025 help us to address our structural issues in the company. And we noted in the results in the last quarter that our goodwill has suffered a lot in the more recent past because of difficulties we encountered, the headwinds we've had in previous years. In the area of financial institutions, you will recall that we lost in 2022 and 2023, a certain number of contracts that had an impact in 2025 and once again, will continue to have an impact in 2026. The loss of those contracts are connected with the focus that was laid by Worldline on the merchant businesses -- the merchant-related businesses. And that will be an asset for us in the future. Of course, it will be a major advantage going forward. But in that process, we lost quite a lot of contracts even though we were investing in new solutions for financial institutions at the same time. Now this development in our revenues with financial institutions, is it something we can't remedy? Obviously, no, because we've talked to the banks about this. They would like Worldline to be there with them in terms of a value proposition for their cards, their bank transfers and so on, their money transfers because it's strategic for banks. And it's a very particular kind of domain that you've got to invest a lot in and the banks wish just one thing that's that they could be underpinned by a partner like us. So the objective of our plan is to get back to growth in that segment of financial institutions. In the area of merchants, our goodwill has suffered a lot, too. Well, for a couple of main reasons. The first reason is the cleaning up of the portfolio that was done since 2023. That is reflected in a loss of EUR 130 million of revenues as we stated to the markets and to the investors over the last several months. So the revenues won't come back just like that, obviously, because we don't want to be exposed to that kind of customer base anymore. So the second thing has to do with our operational difficulties that we encountered in terms of our value propositions, not being available, satisfaction of clients, not always on a par with our expectations. And that led to an unfavorable development in our business mix that is between small merchants where we lost a lot of ground in the last few quarters and also the very large merchants where the margins are much smaller. Now is this something we cannot change? No, it's not something that we cannot change. We do want to reverse the trend. And that's why we're investing in respect of the North Star plan. We want to offer digital journeys of a much better quality to the smaller merchants as well so as to get back to growth in that segment and restore our margins. Beyond the difficulties in terms of our goodwill, our stock and trade that we're addressing, we had difficulties to do with our operational model in the company. It was built up on the basis of a whole accumulation of acquisitions, and these companies themselves have been acquired very often in the past. So it was multiple acquisitions that led to our structure, and we set down a few challenges for ourselves. These are the pillars of our plan. We want to converge our service platforms, our IT platforms that is. This is a huge work stream that will keep us going for several years. Then the integration of operations, too, we're currently in a situation whereby our operations remain compartmentalized by entity that we acquired over time. And the third thing is the automation of processes. We have a lot of processes, massive processes to manage 1.2 million clients. And we've got to automate those processes so as to enhance the quality of service and, of course, manage our costs better. So all of this is the content of the North Star 2030 plan that we presented on the 6th of November, revolving around 4 main pillars. The streamlining of our organization, the convergence of the platforms, the integration of our operations underpinned mainly by our service centers in India, Romania and Poland. And we also want to bolster our commercial performance, our business performance. Each of these pillars will make its contribution to improving our EBITDA. And you've seen the figure we're aiming at for 2030. More than half will stem from the convergence of the platforms. We want to also integrate operations and bolster our commercial performance. That's 20% for each of those and streamline our model, that will be 5%. This plan, as you know, is a plan that is staggered over time, of course. It will be done stepwise. As of 2027, we hope to net in a positive net contribution to our operating income, our EBITDA as we call it. And this contribution will increase then year in, year out. So it's a plan that phased -- going to be phased in because a company like Worldline has to be able to bear the size of certain IT projects and transformation projects. And the fact of having a plan that's staggered over time, over a period of 4 years enables us also to best manage impacts in terms of cash, in terms of CapEx and in terms of restructuring costs associated with that plan. So our transformation has already started, of course, it's already underway. We have got off to a head start, we think. Now the key fact to appraise the performance of this is -- it's important to appraise the key facts. Firstly, we've got to streamline our actual organization. The last few quarters, we preempted the impact of the divestments we'd be making so as to get rid of a whole layer of organization in the company in terms of merchant services. We now directly from the Executive Committee down, address directly the needs of the merchants. And we also have experience in terms of decommissioning platforms, IT platforms because in 2025, we closed down 4 platforms in different geographies. We decommissioned 4 platforms. So we know how to do that. The third thing to bear in mind is that the target platforms, B2B platforms, the one we're aiming to achieve with convergence have already been modernized. Worldline in the last few years has invested a lot in acquiring platforms for card issuance, for instantaneous transfers and so on, everything to do with e-commerce. We have brand-new systems so we can use modern technology, state-of-the-art technology. And that, of course, is very important when it comes to payments. The last illustration I'd like to give you, and we'll communicate on this more broadly in -- when we present our earnings, our annual earnings later on in February, is that we've already netted in initial results from the optimization of our revenues because of the repricing we initiated in the last year in 2025. So obviously, a plan like this requires very disciplined governance because it's a long-term effort. It's a long haul. It's complex. Each of the projects has got to dovetail with all the others, especially we've got to take care of the interdependencies. So we initiated following the presentation of the plan, a whole piece of work with all of the initiative takers, all of the project owners because it's 250 initiatives. So all of the individual projects on the ground will have to confirm that they are capable of achieving what they're supposed to achieve. They've got to confirm the resources they need to pursue those initiatives and also enable us to sequence as best possible all of these initiatives. So we don't telescope things between and among these several initiatives. So we're taking this kind of bottom-up approach, and we should complete that approach by the end of February, the actual process to achieve the sequencing, and it will be done very systematically, sorry. And as of the end of February, after we present our earnings, we'll be able to confirm the sequencing of all of those initiatives. And throughout the duration of the plan, of course, we're going to steer the achievement every week. We're going to be meeting in the management team and the Executive Committee to give a steer to all of this. On a regular basis, we'll have a steering committee. The Transformation Steering Committee will review weekly the progress of each of these initiatives. So it's a very granular approach, a very sequenced approach, a very disciplined approach, too. Obviously, one of the challenges we've got to pick up has to do with our employees. Another one has to do with our clients, and our investors and our shareholders, of course. So we've got to address all of the needs of all of our stakeholders. So we won't go into a tunnel. Each of these stakeholders should be able to gauge the progress we're making quarter in, quarter out in this transformation process in improving our operations. So the commitment we're giving so as to gain the trust of all the stakeholders is to communicate as of 2026, around 3 main strands, apart from the financial indicators, I mean. First one is the progress of our transformation, the progress of our North Star plan. We will be setting down indicators. We'll communicate as of our February earnings announcement. But just to give you an idea, we are going to track indicators such as the platforms that we're going to close down in 2026, also the progress in the migration of merchant portfolios towards our target platforms, especially the online merchant platform, target platform that a lot of our merchants are migrating towards. The third example, the legal entities that are going to close and dissolved during 2026 fiscal year. The third type of indicator that will demonstrate that the operational performance is improving beyond all the financial figures with indicators on attrition of the small merchants, which is an indicator on the health of the company's portfolio, indicators on the signature of new contracts with financial institutions because one of the major thrusts is to renew our dynamism in this sector. And the third indicator, which is an indicator on the major incidents was to demonstrate and explain the improvement of our operational performance. The third type of indicator are capacity to innovate. Worldline is operating in the sector of payments, which is a very dynamic sector, and it is important to keep innovating even during this phase of transformation. And here again, we have thought about this. And in the next weeks, we will set the indicators that we'll be communicating to the market and to the shareholders. The first will be related to the deployment of our digital tools to activate the small merchants. This is the Launchpad project, as we've called it. The objective is to disseminate this tool in some countries by the first half of 2026. The second type of topic around -- which we're going to communicate is the positioning of Worldline in the new areas like the deployment of Wero in several geographies. It's the positioning of Worldline in the agentic trade and the positioning of Worldline in stablecoin settlements. And the third type of topic on which we are extremely exposed and Worldline is ahead of the others is to increase the use of generative AI in our development and our operations. We have an indicator which is already leading that is the use of our [ LiveChat ] tools that all our employees can use OpenAI and all the LLM that we've adopted in a very secure environment. And the whole point is to deploy generative AI in our IT development tools, especially from India and our interactions with our clients and especially with our merchants. So this engagement is very important. We want to be transparent. Very few companies do that. But we believe that this is essential so that our investors, our shareholders might believe in the success of our transformation and in Worldline's capacity to reach its objectives. So this is what I wanted to tell you in my introduction. So my main messages before giving the floor to Srikanth is that our situation is stabilized now with what all we've done. Our plan is built. It is detailed. It is on the right track. It has received the unanimous support from the Board, and we are convinced with all the efforts of transparency we are making that the support of our shareholders beyond the capital increase will keep growing in the coming quarters. Thank you very much. I'm going to give the floor to Srikanth Seshadri.

Thank you, Pierre-Antoine. Good morning, ladies and gentlemen. Thank you for attending this meeting here today. I'm delighted to confirm our financial ambitions during this extraordinary shareholder meeting. I will pursue this presentation in English. You can listen to the simultaneous translation for our French-speaking shareholders. We'll bring rigor in the execution of the transformation plan that has just been detailed. Our priority is to restore growth, to bring profitability and cash generation until 2030 with 2026 being a year of transition. So we've got 3 objectives there for 2030 on growth, on profitability and cash. On growth, we expect to progressively grow at the speed of the market and to beat the market at 4% from 2027 until 2030 cumulative annual growth rate. With an exit rate at 5% by 2030, there is 2 key axis for our development, one which is the small and medium-sized businesses and one which is the financial services. In the small- and medium-sized businesses, we'll defend our key markets in Western Europe, especially in Switzerland and Benelux, i.e., Belgium, Netherlands and Luxembourg, while we grow with our partner channels in the Nordics, especially the independent software vendors. In Central and Eastern Europe, where we've been growing well over the past few years, we'll continue to grow across all verticals in Central and Eastern Europe. In Financial Services, we've lost a bit of ground in the previous years, and we are resurrecting our portfolio. And it will be a key growth in the midterm, especially within the issuing as well as in the digital service. In Enterprise and Global Commerce, which is our third and fourth key segments, cross-selling on our acquiring services will provide momentum, especially on travel and hospitality, while agent e-commerce innovation will drive as an accelerator. Regarding profitability, we go from between EUR 720 million and EUR 745 million in 2025 to EUR 1 billion plus by 2030, capturing the entire North Star plan 2030. In terms of free cash flow generation on a pro forma basis, i.e., without the signatures of cession that we have done, we'll be at around minus EUR 55 million to minus EUR 85 million in 2025. By 2030, we'll go to a positive EUR 300 million to EUR 350 million of cash, which suggests that it's 30% to 35% profit conversion to cash. 2026 will be a year of reset, consolidation and transition, and we'll explain why. So on the slide after, on profitability, you see there are 2 key areas: one, which is the organic business mix that we still have an adverse effect from 2025 and '26, including the overhang on financial services, where we've lost some businesses in the past. And the second thing is really for us to invest in the remediation measures. Pierre-Antoine mentioned about the ongoing due diligence reviews on our merchants where we need -- we have a considerable backlog, and we are investing to clear the deck for future growth. From 2026 to 2030, there are 2 main blocks, one which is the EUR 150 million of profitability coming from organic measures, which comes with the increase in revenue. And the second block is EUR 210 million of the 4 blocks that Pierre-Antoine mentioned between simplify, integrate, converge platforms and grow. And that's EUR 210 million having a run rate of EUR 210 million EBITDA by 2030. So with those 2 key axes, we grow to EUR 1 billion plus in terms of profitability. On cash, we start to turn positive cash from 2027, and it progressively grows to the EUR 300 million to EUR 350 million and included in there is EUR 120 million of interest costs that we have taken as an assumption based on current market rates and our future liquidity needs. And if you move to the next slide, please. So what is -- what are the key components of cash cost below adjusted EBITDA, we have 5 key blocks. On the left-hand side, you see those 5 blocks cover EUR 800 million for the scope we are presenting today. In purple, you see capital expenditure as well as capitalized development costs of EUR 250 million. We've also incurred cost of EUR 240 million on restructuring and integration costs. The large part is the last year of the large year end of spend on the Power24. We've spent EUR 130 million in terms of leases, EUR 140 million in terms of tax cash costs and another EUR 50 million in terms of interest cost. In terms of 2024, the interest cost was close to 0. So we are starting to have higher level of interest cost. Projecting back to 2030, we keep the same level of CapEx cost at EUR 250 million, which is bringing down the percentage of sales from 6% to 5%. We are absorbing inflation. We are closing down some of the platforms that Pierre-Antoine mentioned. And what it does is it creates a bit more space for more innovative and discretionary CapEx rather than maintenance CapEx. The second key axis that helps our cash generation is the almost close to 0 of the restructuring and integration costs because we'll be at the end of the plan. We optimize the level of real estate and absorb inflation, and we are lower by EUR 10 million after 5 years in terms of lease cost. Tax cost -- tax cash cost is at EUR 140 million and interest cost is significantly higher at EUR 120 million. And that's an assumption today. Depending on market conditions, we will see as to what it will be in 2030. So the 3 key strategic pillars for our capital allocations are: one, invest in the Worldline transformation plan. The second one is the reinforcement of our capital structure and deleverage our debt position. And the third one, as we've already mentioned, is rationalizing our portfolio by removing the noncore assets to focus ourselves on payments and in Europe. So I'll finish with that. With the 2030 Worldline being an agile, efficient, transformative operating model, we'll have a much better capital allocation optionality that will be creating value for all stakeholders. So with that, [Foreign Language].

Thank you very much, Srikanth. In June, I think Srikanth will speak in French. So I'm going to present the operation, if we can show the slide. So the objective we are pursuing is to increase our capital by EUR 500 million to improve the robustness of our balance sheet and especially our leverage so that we will have a greater strategic flexibility. So the objective is to reinforce Worldline's equity, obviously, to offer financial flexibility, a greater financial flexibility because of the refinancing cost and to secure our strategic ambitions by reassuring our large accounts and especially the banks. So the operation, as you know, will provide a good basis of reference financial institutions that will reflect through their investments, the strategic issues of Worldline, Bpifrance Participations, Credit Agricole S.A. and the BNP. This increase of capital of EUR 500 million will have 2 successive forms, a reserved increase in capital of EUR 110 million, which will be subscribed by the 3 financial banks with the issuing rate of EUR 2.75 per share and it will be followed by a capital increase with preferential subscription rights. And all our shareholders will be able to contribute to this, and that will be EUR 390 million. For your information, and just to give you an indication, considering the volatility of the stock price and based on the stock price of EUR 1.50, a shareholder holding 1% of the capital today before the reserved capital increase would hold 0.88% after this reserved capital increase and will be able to participate in the pro rata of his participation with increase without additional -- and if he does not participate with the DPS, then his participation would go down to 0.22% after these 2 transactions. When it comes to the time line, we've got into marching order to fast track things as much as we can. We'll wait for the market conditions to be conducive, but we hope to finish the transaction by the end of Q1. The transaction has been approved by the Board. The 3 key shareholders involved in the reserved capital increase have committed to retain their holding until the rollout of the rights issue and to subscribe to that to the tune of about EUR 135 million. Also, they committed to retain all of their securities for 180 days. There's a lockup provided following the opening of the rights issue -- or the closing, sorry, of the rights issue. So this, of course, has all been agreed upon, and there will be ongoing communication done with our investors so as to secure the success of the transaction. So this transaction and the different components of it will be subjected to approval of yourselves in respect of our different resolutions here in the Extraordinary General Meeting today. And as I was saying, our objective is to complete the transaction by the end of Q1. Now we've got to publish our earnings for 2025, of course, on the 25th of February first, then we'll roll out the reserved capital increase on the 6th of March, the rights issue on the 12th of March and the earnings will be -- sorry, the results will be communicated on at the end of March, on the 31st of March, depending again on market conditions. So that's about it for me. I'll give the floor back to our Chairman. Thank you.

Thank you, Pierre-Antoine. Following what Pierre-Antoine and Srikanth have presented, I'd like to once again give you a few key messages before we move on to present the resolutions. Firstly, we share your frustration and dissatisfaction concerning the development of our stock price impacted by an insufficient performance and also a lot of speculation in the latter months. Now the Board of Directors of your company has made a change in the management of your company, so as to meet these operational challenges and to achieve a better performance in the globe. Also, it's worked with the new management team so as to define the strategy that was presented to you early November. The capital increase as proposed today aims at enabling us to fulfill this strategic plan by contributing to its financing. It will bolster our balance sheet and our financial flexibility and will enable us gradually to come back to access to funding at more reasonable -- in more reasonable conditions. Now since we announced the strategic plan and the capital increase with the full support, as was recalled of European key financial institutions. Our stock price has stabilized at a low level a grant to that. The management team and the whole organization has been focused on the implementation of the road map announced that should bring the group back onto the rails growth and a generation of robust cash flows in the future. And we're quite convinced this will create a lot of value in the organization that will be reflected then in the stock market performance of the company, too. I'll give the floor now to Charles-Henri for the presentation of our resolutions that will be put to you for approval in a short while. Charles-Henri?

Ladies and gentlemen, dear shareholders, we have 13 resolutions being put you for approval here today for this Extraordinary General Meeting. Firstly, under resolution #1, you asked to authorize a share capital reduction resulting from losses by reducing the nominal value of shares from EUR 0.68 to EUR 0.02. This operation is the usual thing in the preparation of a capital increase with the maintenance of preferential subscription rights. It will secure -- would secure the achievement of the whole transaction and would make it possible combined with a possible share consolidation later on, it would make it possible to obtain an appropriate stock price for the company. In respect of resolutions 2 to 7, it's proposed to you that you should grant the Board of Directors delegation of authority so as to achieve reserved capital increases for Bpifrance Participations, Credit Agricole S.A. and BNP Paribas for a total amount of about EUR 110 million with a waiver of preferential subscription rights for shareholders. The new ordinary shares would be issued at a unit issue price of EUR 2.75, that is EUR 0.02 in nominal value and a unit issuance premium of EUR 2.73 per share. In this way, you'll be asked to waive the preference subscription right of the shareholders with respect to the subscription of the ordinary shares for the benefit of these 3 investors so as to make it possible to make additional reinvestments to have them reinvest additionally their share of capital in the company so as to bolster our equity and give us additional financial flexibility and secure the implementation of our strategic ambition set down in the North Star 2030 as well as anchoring a stable base of financial institutions who would be core shareholders in the group. In the eighth resolution, you are asked to grant a new delegation of authority to the Board of Directors so as to achieve a capital increase of roughly EUR 390 million, maintaining preferential subscription rights for shareholders. In this case, the issuance price of the new shares will be set by the Board determined on the basis of recommendations of a banking syndicate in compliance with the usual market practices for this kind of transaction, taking account of the market conditions in force. Bpifrance Participations, Credit Agricole S.A. and BNP Paribas have committed to subscribe to this capital increase to the tune of their stake in the capital of the company as determined following the reserve capital increases that I detailed just a minute ago. And to the tune of an additional amount of roughly EUR 30 million. The portion of the capital increase that would not be subscribed to would be the focus of an underwriting agreement in line with market practice signed with a banking syndicate. Resolutions #1 to #8 are proposed to you, but they are an inseparable whole and they're interdependent. The adoption of each of these resolutions will be, of course, governed by condition precedent, which is the adoption of the other resolutions. So as to enable the company to be in a position to implement the transaction, it would be necessary that all of the resolutions will be approved by yourselves. Then in respect of resolution #9, it is proposed that we should take an identical figure for the caps initially approved by the general shareholders meeting on the 5th of June 2025, the combined shareholders' meeting and reset at 50% of the registered capital, the total cap of the capital increases for which -- to which we would charge all of the capital increases that could result from the 21st, 22nd, 23rd and 24th resolutions approved by the general -- combined general meeting of the 5th of June 2025. And we would set a level of EUR 1.5 billion, which would be the overall nominal cap for the issuance of debt of securities representing debt instruments or equivalent, giving access to the capital of the company to which we would allocate the said 21st and 22nd resolution. This resolution simply aims at maintaining the mechanics for the charging or at least the allocation of these resolutions and charging all of them to global caps. And we have picked up the identical form that was already used. Within the context of resolution #10, you're proposed to implement a reverse share split in the company following the achievement of the capital increase, maintaining preferential subscription rights. The shareholders will be invited to exchange 40 shares with a nominal value of EUR 0.02 for a new share with a nominal value of EUR 0.80. The reverse share split proposed is an adjustment that's purely technical. And under the other resolutions, you will be asked to approve the remaining business.

Thank you very much, Charles-Henri, for your presentation of the resolutions at this point. We'll give the floor straight away to our statutory auditors, Mr. Vincent Frambourt from Grant Thornton, who will present the report of the auditors on behalf of the joint auditors.

Thank you, Mr. Chairman. Dear shareholders, on behalf of the joint auditors, I would like to present the 4 reports that we issued in view of this Extraordinary General Meeting. But I'll sum up our reports, if you don't mind. The first one has to do with capital reduction. We've got no comments or no observation on that. The second one concerns the capital increases with the waiver of preferential subscription rights. As explained a minute ago, these are resolutions 2, 3, 4, 5, 6 and 7. And the Board of Directors has proposed resolutions, and we would say that the ordinary shares issuance price would be the fruit of evaluations done. And this piece has been approved by the Board of Directors on the base, in particular, of the work done by its financial advisers. So to this end, we have not had access to the elements of calculation to set this price and the amounts justifying that provided by the regulatory tax and the capital increase has not been set in terms of the definitive amount. So to that extent, we cannot form an opinion on the waiver of the preferential rights. Concerning with the French Commercial Code, we'll prepare an additional report if necessary when these delegations are exercised by your Board of Directors. The last 2 reports then present the same conclusions, and I bring them together, if you don't mind, concerning resolutions 11 and 12. And the conclusion from those 2 reports is that subject to a review later on of the conditions of issuance that will be decided upon, we have no observations to make concerning the determination of the issuance prices of the securities to be issued as suggested in the report by the Board of Directors. The definitive conditions in which these issuances will be made, are not yet known, so we cannot form an opinion on them. So concerning the waiver of the preferential subscription rights, we cannot form an opinion either. Thank you.

Thank you. At this point, if you don't mind, we'll move on to the Q&A session. Our company has received no written questions in advance of the meeting from our shareholders. So we'd like to answer your questions from the room, and please raise your hand. If you have a question, a hostess will come and give you a microphone, of course. So please be concise so that the other shareholders can also ask their questions. The Secretary of the meeting will also tell us the questions that have been raised via the web platform, the Internet platform. We have a question towards the front of the room, I think, first.

Well, it was important for me to come today to this meeting to understand all the brainstorming that's been going on. Originally, I was a shareholder because I thought it was a market need and the presentation made by Mr. Verstraete helped me to continue holding my share. They convinced me that it was worthwhile, I think, for me to do. Now I know there have been problems encountered by the company in the past. And obviously, bankers are not going to scuttle the ship. I'll try and follow suit. But I find it hard to understand what you've just been explaining, I must say, because have a stock price that is at EUR 1.5. The lowest point was EUR 1. We're talking about EUR 2.75 subscription price, and we're talking about very low figures. And we're told that the stock price will be determined on the base of market practice. So I just can't fathom all this. I cannot come to terms with these explanations. Could you tell us the mechanics, please, that will prevail. It's not easy for you to give an answer here and now probably because a lot of externalities will come into play on all of that. But you might give us some kind of an explanation. And apart from that, you talk about attrition of small merchants. You -- the small merchants need means of payment. And you've explained that during the past 2 years, you had a customer -- a client portfolio that had gone down, that declined. You've also said that you were leaders in France and in Italy. And I'd like to know what is the situation regarding your competitors because those clients have not been lost for everyone.

Thank you for your question. Pierre-Antoine? First on the last part on competition and then on the more technical aspects. And you're absolutely right. It's a bit difficult to follow all this. We've given you a lot of figures.

As for your first question, and thank you very much for your loyalty and your interest for our activities. There's no doubt about the fact that we have lost clients in the recent period. The situation is quite different from one country to another. If you take France as an example, in France, Worldline operates 50% of the merchant volumes in France, especially for large merchants, all the major companies you know of in France, Carrefour, Auchan, Decathlon, Fnac, they go through the Worldline platforms. This activity has not suffered. We have not lost any significant clients. But where we have suffered is for the small merchants in geographies where we are present for those activities, typically, Germany, Switzerland, the Benelux, Sweden. And what happened recently is that Worldline had problems in terms of availability of new products, especially the new generation of payment terminals that use Android and modern interfaces. You must have followed this in our financial communication. For several months, we were in a situation where we had no new products to offer to the merchants. And if you can't do that, you can't capture these clients. So we're trying to deal with all this quarter after quarter, country after country, we have set up this capacity to deliver terminals and reverse this attrition of our merchant portfolio. There's fierce competition, and it is very different from one segment to another. Typically, if you take small merchants, well, naturally, you have banks in some countries. In some countries, banks are our partners as in France, with the Credit Agricole, as in Germany, with the [ Ces De Bank ] in Germany. And sometimes they are our competitors. And you also have new generation players like Adyen, that is Dutch; Stripe, that is American. And they come up with very modern disruptive solutions considering the way we would offer services to our merchants. And one of the things on which we're working in Worldline, and that's our portal to activate the merchants I was talking about earlier on, we want to offer small merchants the digital journeys as the new situation, the new market, the competition will offer them. The financial institutions, there are fewer competitors. There are American competitors like [ FIS ]. There's an Italian competitor, Nexi, you probably have heard about them. Global Payments is another competitor, they are Americans. And our point is to reassure and convince banks that it's in their interest to entrust us with more services because we know how to innovate. We know how to provide good quality and regular services, and we avoid them from having to invest into new solutions.

Thank you very much, Pierre-Antoine. Henri, can you talk about the more technical aspects of this operation and the various amounts that have been mentioned?

Yes, now very quickly. As for the price, there are 2 components in this transaction because you have the capital -- the reserved capital increase and the price was already determined. And this price is set at EUR 2.75. So there is a significant premium compared to the moment when the operation was announced and even more so today based on the current price -- share price. And you have the second part, which is the traditional capital increase with the maintenance of the preferential subscription rights. And as we've indicated, the price has not been determined for this one. It will be when the operation will be launched in March, and it will be determined by the Board according to the share price at that moment.

Thank you very much. Are there any more questions? Yes, madam.

Well, I wanted to talk about the operation. We do not know the price between EUR 2.75 and EUR 1.50, which is the current price. It does not help us -- had the small bearers to invest. All the shareholders who have less than 40 shares are going to be washed out. The price has gone down in the past 5 years. At the highest, it was at EUR 85. It went down to EUR 1.30. After restructuring, it went up to EUR 1.50. But can't you have internal growth to increase this price because it went down simply. So can't you increase it up to EUR 10 with all the good work you've done and all the good results? So according to what I've heard during this presentation, in 2024, there were a series of technical incidents that impacted Worldline and that -- and then there were some dirty payments. There was some fraud. There were no controls. You said that you carried out an audit, you've restructured all this. Now the combining of shares is very hazardous. If your company is admitted to these ups and downs, if there's a down, you'll be affected once again. And the share price might go down again as fast as it might have gone up. And I'm not a merchant, and I know we'll learn through the stock exchange. So I see your logo. I don't understand the logo. This identity, don't you think we should make sure that the company is well known and some of the shareholders organize days to get to know Worldline? Now Worldline, we hear about Worldline in the media. It's never good news. And I don't think we should combine the shares by 40.

Thank you. Pierre-Antoine. There are a lot of questions in your question. I think you have to understand the technical aspects of this transaction and the combining of the shares as part of that, the objective is a problem for the institutional investors. So for the small bearers, it is a problem. Yes, as for the technical aspect, the combining of shares, it is neutral for the shareholders. And the point is that as you've seen, we're first going to have a share capital reduction will the nominal value after this meeting. And after the capital increase by combining the shares, we will have a security and the stock price will -- shouldn't be too low at EUR 1, for example, but there will be no impacts for the shareholders with this combining of shares. It will be a neutral operation. And then there's no magic in a share price. There are 2 aspects in the share price, trust and the result. We were particularly attacked and exposed to speculation in 2025 because there was a loss of trust, the dirty payment matter you're alluding to, the questioning on our cash, the questioning on our ability to rebound. And this dimension, I think we've dealt with it during the past year. We've reset the stock price. Now the other aspect so that we might have a better valuation more consistent with our company. This will be related to the results. In 2025, we will publish results in compliance with the expectations. We will confirm the guidance given to the market in 2025. 2026, we'll have to comply with the expectations and our cash generation because that is what is most important at the end. It has to be in compliance with our plan. So there's no magic to increase the share price, but we want to limit the ups and downs. We want to predict everything in what we are doing.

And now I would like to go back to 2 questions that were put on our website, on our platform. And I think that we can bring them together. Pierre-Antoine replied to this question partially, but we have to insist on this point. The first question was there are several players that publish profitable results. You're saying that you'll be profitable from 2027 onwards only. Can you tell us why and why we should follow your trajectory? And why did you wait for the price to go from EUR 7 in March to EUR 1.50 today to launch this capital increase, which is strongly dilutive?

So as for the first point, 2025, the net income will be strongly negative, not because of the operating income, but because of the depreciation of goodwill, and we proceeded to that at the end of the first half, but our operational income -- operating income is positive. But our cash generation will probably be negative at the end of this year. Now why are we different from our main competitors? Because of our operating performance. The whole point is to regain growth, is to restore the operating margins by reestablishing our customer mix and cut our costs, and this will be the result of our transformation plan. As for your second question, why having -- why did you wait for this drop in the share price? We didn't wait for anything. The managerial team was changed. Well, I arrived, I joined the group on the 1st of March. The managerial team was renewed, and it was -- it took full effect in the second half in the financial department, human resources, et cetera. So we needed time, which is quite legitimate, 1.5 months to prepare our plan. And based on this plan that we have taken into account by the Board, we think it can be reached. We wanted to strengthen our equity and the stock price went down in that interval.

Thank you, Pierre-Antoine. Madam here has raised her hand.

Yes, to go back to this division to 40. For a shareholder who has 100 shares that can be divided by 40, what's going to happen to that shareholder? You say it's going to be the same, but what will happen actually? I'd like you to explain that to me.

But what's going to happen is that the shareholders will be invited if they wish to, to take the right number of shares. And if there are share fractions, they will be compensated for this difference. So that's why I'm saying it is neutral for the shareholders. They are invited to have the right number of shares, and they will be given time to do so. But if they don't wish to, if they can't, they will be compensated consequently so that they might not be penalized.

I have several questions. I will begin with what you're proposing in the first resolution, to have a share capital reduction because of the losses incurred. But after this share capital reduction, will the carryforward be back at 0? Will it be positive? Or will there be a negative carryforward?

Well, maybe I should answer the first question. Well, it's correlated. Well, as Pierre-Antoine was saying, sorry, there are depreciations that were carried out in the first half. And we are writing certain values at the nominal value. And once the accounts will be finalized, there will be a carryforward. So what was already written off here will not be written off in the carryforward.

I have another question. The 3 lead shareholders, Bpifrance, Credit Agricole S.A., BNP Paribas, they will have a reserved capital increase. And according to the resolutions, they have also committed to subscribe EUR 30 million in the framework of this capital increase offered to everyone. But what about this figure of EUR 135 million that was mentioned in your presentation?

So actually, there are 2 components. You have the reserve capital increase for a start and then the capital increase open to all the shareholders, maintaining preferential subscription rights. Those 3 core shareholders, as you say, well, first of all, subscribed to the reserved capital increase to the tune of that amount. And then in the context of the rights issue open to all the shareholders, they've already committed to buy into that, to take part in that to the tune of their stake in the company. And additionally, EUR 30 million that they commit to invest additionally. So that's when we're talking about the capital increase that's open to all the shareholders that makes it possible to guarantee the proper execution of the transaction. It's a guarantee they're giving us.

Well, in your presentation, when it comes to the chronology, there was only one date that I noted as being of importance, that's the March -- early March date when the capital increase will be open to everybody, all the shareholders. Now what about the nominal value of the shares that will be just EUR 0.02. When will that take place?

Well, in the order of the different transactions, the reduction of the par value will probably take place sometime in January. Once again, it's a purely mechanical thing and it's inconsequential for the shareholders, then we'll have the closing of the accounts, the reporting of the earnings end of February. If the right conditions prevail, we will then carry out the reserve capital increase with the 3 core shareholders that we mentioned. That would be early March. And then if the decision is taken by the Board on the basis of the resolution that's proposed to you today, the transaction to the rights issue, open to all the shareholders can be rolled out after that sometime in March once the reserved capital increase has been finalized.

Well, given all those transactions that have to take place, ultimately, what will be the percentage of the holdings of those 3 core shareholders in the equity base of the company?

Mr. Taffin?

Well, what we've indicated is that following the reserved, capital increase reserve for those 3 reference shareholders, we'll have Bpifrance that will have about 9.5% of the equity, Credit Agricole about 9.5% of the equity base and BNP, about 7.9% of the equity.

So taking account of the EUR 110 million plus the EUR 30 million, is that it? And possibly the additional -- well, the part you didn't quantify when came to the rights issue?

That's following the part that would be reserved for them. After the EUR 110 million, yes. Because after that, they're committed to buy into the operation to the tune of that stake that I just mentioned, the percentage I just mentioned for each of the core shareholders.

I have a question I'd like to ask, if you don't mind. Mr. Vacheron, in your presentation, you said there were 4 entities that would be sold off in the first half of the year. Could you tell us the general bracket? I mean how much cash will it net in? Will it be lesser losses perhaps potentially too?

Well, the first divestment, it's around EUR 500 million worth, yes. Between EUR 500 million and EUR 550 million is what we're talking about for these divestments. Now the 4 entities that we announced the divestment of, they're generating EBITDA margins. And it was before the last transaction, what we shared on the 6th of November, the impact of those divestments on the EBITDA for 2025 on the pro forma basis. Mr. Seshadri?

We had EUR 110 million for the 3 in the CMD, and now we've got EUR 40 million additionally for the fourth. So EUR 550 million in total.

So selling off EUR 500 million for -- EUR 500 million and EUR 50 million -- okay, the entity that net in that amount of EBITDA. Okay. Well, in terms of the reserve capital increase, I'm trying to understand why the 3 core shareholders mentioned would not -- I mean would not take part in the same way. So Bpi has increased the stake from 5% in the bid to 9.5%. Credit Agricole, 7% up to 9.5%, 35% of an increase only. And BNP is going from 4.9% to 7.9%. That's 61% of an increase. So they're not increasing their stakes in the same proportions. Now the amounts requested of Credit Agricole EUR 30 million, BNP EUR 32 million. I don't think banks would have problems in putting more money on the table. Could you tell us why the proportions aren't the same? These core shareholders, if they're present in the room, might tell us why they haven't all increased their stake in the same way. I mean in the same way as Bpifrance. Is it a desire expressed by the Board that nobody should go further than Bpifrance that would become #1 shareholder, perhaps? Because they will go further than Credit Agricole, they'll be a bigger shareholder. What's the reason behind that? And then I have another question on the EUR 2.75 price.