Worldline SA (WLN) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of the Board, I'd like to welcome you to the 2020 Worldline General Meeting. And I'd like to, first, of course, on behalf of the Board, express our greatest regret that because of the health situation and constraints, we had to hold this general meeting behind closed doors exceptionally, but we are giving priority to your health and to the health of our employees. And this is why we made this decision, which complies with the 25th of March 2020 decision and which corresponds to the practices on the marketplace in the exceptional year. I'd like to thank you for your very strong mobilization in the past few weeks in spite of the context. I'd like to thank you for your votes by mail as well as for your questions. I'd like to thank you right now all of you who are following us live on the net, showing your strong engagement for this central event for the shareholder life of our group. This general meeting is very important, as you know, because it's the first one that is being held after the major spin-off of our incumbent shareholder Atos. And Atos has gone from more than 50% of the capital to less than 5%. And this is triggering a new step in the history of our company as a fully independent company. And finally, as you all know, this general meeting is particularly strategic because for you it was the opportunity to tell us about the necessary resolutions for the friendly acquisition of Ingenico, which is a strategic transaction for our group and for industrial payments at large. I have finished with my brief introduction. To open this general meeting in a more administrative way, first of all, as per the rules, considering the health situation, the Bureau here have the scrutineers of this assembly representing Bpifrance, a new important shareholder of the company, who is here, you will be voting on him and will be -- I'd like to thank him for having made himself available at this historical meeting and Marc-Henri Desportes, who is the Deputy General manager and shareholder of the company. The Secretary of the assembly will be Mr. Charles-Henri de Taffin, who's the Legal Manager and the Secretary of the Worldline Board. And we also have Eric Heurtaux; Madame Virginie Palethorpe, who is the representative of the Auditors College. I have to thank her warmly for her presence here with us today. Of course, all the health measures have been set up to respect all the measures as recommended by the competent authority, and we have done on the best to respect the AMF recommendations for the general meeting being held closed doors. I'd like to give the floor to the Secretary who's going to talk about the documents, the agenda and the quorum. Charles-Henri.

Thank you, Gilles. The documents that must be communicated at the general meeting were published on the Internet site of the company during the 21 days preceding the current meeting. And for the others, they were held available to the shareholders 15 days before the meeting, and this in accordance with the law. Therefore, I'd like to ask the general meeting to dispense us for the reading of these reports. As for the URD, it is available on our Internet site, and you can also obtain a copy upon request. The current combined general meeting will deliberate on the agenda indicated on the convening notice published in the official gazette on the 4th of May 2020 and on the convening notice published on the official gazette on the 25th of May 2020. If you cannot attend the general meeting because of the health situation, the shareholders could send their votes according to the 3 conditions planned by law, voting remotely, giving a proxy to the President or any other representative of their choice. The shareholders could address their instructions by postal mail and by the Internet via the secure platform, voter access, that we have put at your disposal this year considering this exceptional context. The quorum required to hold the general meetings, 1/4 of the shares having the right to vote for the extraordinary resolutions and 1/5 for the ordinary resolutions. After taking into account the votes and the proxies transmitted before the general meeting, the quorum was at 78.441% for the ordinary meeting and 78.440% for the extraordinary meeting. The general meeting will be held behind closed doors without voting during the session, so this quorum is definitive. The assembly -- therefore, the general assembly can therefore deliberate as a combined general meeting. Thank you. So therefore I declare this general meeting open. And we're going to continue with, of course, before going through the detailed analysis of the company accounts supported by the reviews of the auditors and the presentation of the future strategy, I'd like to give you a general overview of 2019, the year that has just passed and the corporate strategy. So of course, I'd like to begin by reminding you a few key figures. I'd like to tell you what your group has now become after 5 years of development, 5 years after the IPO. So during these years, Worldline setup its position as a leader in electronic payments with a revenue of EUR 2.4 billion, carried out by 12,000 employees in some 30 countries in the world, and with, as you know, a very strong position in Europe -- Continental Europe and some promising positions in some emerging markets, especially India and Asia. The group is operating along the entire line of electronic payments, providing a full range to the financial institutions, but also merchants, big and small, and companies in the field of public transportation and governmental institutions. Our activities are organized in 3 service lines, which are global and each present their own range of products, solutions and services, and they all have some important development opportunities. The Merchant Services includes the commercial acquisition, which is the first business of the group, which is both pan-European and international for the physical companies or companies working via Internet with EUR 1.1 billion of revenue. It accounts for 47% of the group and serves more than 400,000 merchants. Financial Services is mainly meant for banks and financial institutions. The mission is the processing -- industrial processing of electronic payment transactions for the payment issuers or third-party acquirers, and the mission is constant innovation and the follow-up of the regulatory innovations which are very dense in Europe in order to set up new means of payment by treating EUR 13 billion of non-card payments and EUR 11 billion card payments. This line is EUR 0.9 billion of revenue. And then you have Mobility & e-Transactional Services, which goes beyond payments to provide public transportation, governments and companies that are switching over into connectivity by giving them digital services so that they control their orders so they can follow their customer transactions and cash and payments when this belongs to their processes. We serve more than 250 clients in various industries. And this Mobility & e-Transactional Services has generated an annual revenue of EUR 400 million. I'd like to remind you that in a constant way since its IPO, the group strategy was set and it has allowed the realization that we are going to be going through, which remains focus over the 3 themes, which have remained unchanged since the beginning of our strategic project in 2014. So make the best of the deep industrial transformation in electronic payment because of the changes in the regulations and the appearance of new technologies and a very strong sectorial consolidation, especially in Europe since the integration of the euro and the launching of the transforming project, which is the SEPA, the Single European Payment Area. It is also to meet the constant emergence of the new needs of electronic payments related to digital transformation in the world in the public and private sectors and sees the numerous opportunities, growth opportunities, especially via acquisitions on a market where we have systemic changes. And this stems from the scale economies, which are very important in support functions. This strategy has a very strong ambition to create value for all the stakeholders of the group in the form of a strategic policy. We want to strengthen our leadership in Europe. With the acquisition of SIX Payment Services in November 2018 and Equens in 2016, Worldline is already the leader in payments in Europe, and it will be stronger globally with this project we are carrying out in a friendly way with Ingenico. I'll go back on this a little later. As you know, the group was IPO to benefit from strategic -- greater strategic flexibility compared to what it was in the past and so that you can take part in the consolidation of our sector. And in compliance with this strategy, we have done a lot to identify and to conclude a great number of different size acquisitions in the past years, which are recapped here and we have strengthened our main payment divisions with tripling. You can see it on the left of the size of the services -- Merchant Services after 6 acquisitions, SIX Payment Services was the major one and we have more than doubled the size of our Financial Services division compared to 2014 with 4 acquisitions, out of which the one in 2015 announce of Equens, which was a central event for the soaring of our activity in this area and our ability to sign important contracts organically, thanks to the scale economies and our very strong offer portfolio, which has been strengthened by Equens, which was finalized in 2016. The success of this execution is also based, as you know, on the execution of our strategy and it is based on a very careful selection of the targets, rigorous qualification of the synergies that we are expecting from these merger acquisition projects. And also based on the force demonstrated, which is always progressing of our own integration capacity, which is a real know-how, real methodology for our group. And so therefore, in the coming years, this acquisition and development strategy will remain core in our group strategy. It will be a differentiating factor compared to our colleagues. The execution of our strategy has led our group to double its revenue in the past 5 years as presented here on the screen, on the slide, and this reflects the fruit of external growth, which was very strong, as I told you, and the continuous acceleration of our organic growth until 2019. By capitalizing on the strong operational lever and all the synergies, acquisitions -- stemming from all our acquisitions, the group also delivered an improvement of 660 basis points of its OMDA margin since 2014 and has recorded a multiplication by 2.5 of its free cash flow -- available free cash flow. These achievements were transitioned, we'd like to thank you for that, with a very strong support of the shareholder community and investors to our history, our strategy, our development ambitions, and this was reflected in the evolution of our stock price since our IPO on the 11th of June 2014. This slide reminds you of the itinerary on the stock exchange, the price was multiplied by 4 since the IPO and at the same time, the reference index in Paris was progressing only by 17%. So beyond these strictly financial indicators, Worldline has done a lot in terms of CSR. This has become its priority. All the actions are under my supervision. Our conviction as an industrial company is that our action should be continued in time. This is true because there our investments, we need to have return on investment over the mid and long term. It's also because of the type of our contracts, banking contracts, and very often, in practice beyond the contractual terms are over several decades. And of course, within such a context, Worldline should have a global or long-term vision of its performance and should measure it according to the expectations, not only financial, but the expectations of all its stakeholders. So the group, besides its financial objectives, has decided to have a global performance which will be the best in the framework of the Trust program, thanks to its engagements, CSR, strong environmental engagements which are measured regularly according to 5 objectives, dealing with all the expectations of the major stakeholders. It is given here to have the trust of our clients with secure available platforms to increase value creation to the benefit of the clients with sustainable and innovative solutions, to be a responsible employer that can review the full potential of its employees at any time, to promote very strict ethics within our value chain and make the best of all our possibilities in our data centers, in our offices and in all our activities and to be eco-efficient, to contribute to all the programs contributing to the Paris Agreements, to reduce the temperature on our planet and our carbon emissions. So all this is submitted to independent organizations because we're taking parts in a growing number of international ratings, which are recognized around the world. And of course, we can hold -- we cannot hold this general meeting without informing you how Worldline has faced this major crisis, this COVID crisis, we had 5 clear objectives, first of our team and the health of our employees and operational continuity, intense communication, adapting our cost base. There was a deep drop in March because of the closing of the economic activities and because of the isolation of hundreds of thousands of people in Europe, and we have maintained our strategic priority. We have executed our friendly transaction with Ingenico. The first priority was to ensure the health of our employees and deploy remote working. And we had remote working rate of 98% throughout the group, ensuring the continuity of all our operations while guaranteeing the highest level of protection for the health of our employees. We are gradually going back to work in more normal conditions. But of course, we are respecting all the hygiene and health rules dictated by the local competence authority. Secondly, we've mobilized ourselves to ensure continuity in all our countries for all our contracts very quickly. Right in February in Europe, we had our activity continuity plans and I'm proud to confirm to you that on the 9th of June, Worldline could deliver all the services expected at the right quality, showing you that our company was really prepared with this major risk and we were very efficient in this exceptional circumstances. And at this phase of the crisis, we had intensive communication with all our stakeholders, especially with the management and all our forces. We multiplied communication with all our forces and the sales force of Worldline remained mobilized with its clients and could maintain a constant dialogue with them, especially with the commercial processes underway and we wanted to remain very close to the hundreds of thousands of merchants who are trusting us with the COVID pandemic and for some of them, this was an important threat for the sustainability of their activity. And from mid-March and to provide as much clarity as possible to this new context, we have maintained very close contacts with you with your investors and shareholders to share with you the greatest visibility that we could have and extend our dialogue on the outlooks of this crisis that can represent for our businesses with all the investor community. We also embarked on strong hard-hitting actions so as to come to terms with the huge downturn in the number of transactions and the commercial prospects ahead of us because of these exceptional measures enacted by governments in all countries of the world. Marc-Henri will talk about that in some more detail in a short while. Finally, our deep seated conviction is -- was just reinforced over the last few weeks -- the last while and the last few months even that this is a serious crisis, but it is, by nature, temporary. Hence, it will not change our medium- to long-term strategy. And that's why we've maintained in transient attention turn towards the fulfillment of our strategy and we have been totally mobilized in order to complete our friendly transaction with Ingenico. Subject to your approval today, we hope to finalize that transaction in the third quarter as we already announced. And we're confident in the future. In other words, we've also started adapting our value propositions to the post-COVID-19 period so as to avail opportunities for growth that any crisis contains within it. So to go through with our presentation here on the screen, Marc-Henri will come back to some of these points in terms of the progress we've made with respect to our roadmap to complete this acquisition. But I'd like to touch for a minute on the strategic value of this planned combination of our entities with Ingenico. This would make a huge piece of progress for us in fulfilling our consolidation strategy. You will recall that this merger will lead to a step change in our own core business, that is Merchant Services in particular, and will lead to the creation of the first European chapter of global size in payments. We would be about #4 then globally, positioned #4. So well done with bolsters leadership position in Europe and reached EUR 300 billion of acquisition volumes roughly, and the open market estimated at being about 20% in its Financial Services and about 15% in Merchant Services. We'll also become the third largest player in Europe in online payments on the Internet, with 250,000 clients and online merchants growing a lot these days and 350 payment methods around the world covered as well. So we will, therefore, more than ever be able to propose to major merchants around the world full coverage of the whole value chain of payments and banks also supporting them with our leadership positions in the most recent generation payment solutions, mobile payments, online payments, instantaneous payments and so on. We service more than 1 million merchants, banks and financial institutions, and we will be building on the economies of scale and the new operational possibilities made available by this combination of our talent, skills and value propositions going forward. So the new entity will have a value proposition affording exceptional possibilities to our clients and business partners. So this will be a landmark date, we think, in the European consolidation landscape. Also on the global scale, it will position us as being a major European player -- a major player in digital payments. So far from being weakened by the context of COVID-19, the rationale and the operational underlying elements of the acquisition of Ingenico are actually now strengthened in the light of this crisis. Our analysis show that our economies of scale will further avail of the in-house volumes stemming from the speeding up of the transition of many of our countries towards an economy that's more and more cashless, the cashless society as we often call it, because of fears that emerged during the coronavirus crisis about using cash, bank notes and coins, and people have been paying contactless a lot in the recent past. So online payments will be facilitated too. In the last 3 months, we've seen the momentum of e-commerce around the world, which in fact, has we superseded physical trading, which, in many cases, just couldn't function anymore. And in the market, in recession, major merchants will need to improve also their operating conditions and bolster their own P&Ls. And to that extent, they will want payment service providers that will bring down their cost for them, simplify, streamline their purchasing processes so as to optimize their own operations and transactions. Strategically speaking, this is a major landmark phase, as I say so, that we feel we will go forward in a stronger way after this consolidation, given the strategic importance of payment terminals and they will be reviewed, revisited. After the completion of the transaction, we will also be pursuing an asset disposal program at these banks rather and financial institutions will in the main be disposing of certain payments assets because they want to focus going forward on their core businesses, and those assets will, therefore, be available on the market. So we will continue playing our full role in the consolidation going on in this industry, therefore. And more than ever, we think that the acquisition of Ingenico is taking place at a very opportune point in time, also post-COVID-19. So before we go into the accounts of the company and our auditors will also comment on those accounts after our speaker. But we will, first of all, perhaps just review some of the main financials in the past financial year. Here, you have a recap of our key figures that were published as usual in February. In the light of these figures, I must say, I'm very proud, very proud along with our Executive Committee and our Board of these annual results for 2019. For the first time, we've integrated the contribution of 12 months of SIX Payments Services. It was really a very sound year, a robust year for our company, for the new Worldline, fully in line with the objectives we've set ourselves for the year. The revenues, as you see, EUR 2,382 million. That's an organic trend of plus 6.9% compared to 2018. Growth in the revenues sped up as we thought it would during the year, especially in the second half of 2019 and even 7.5% up in the fourth quarter of 2019. That demonstrates the momentum, the organic acceleration -- organic growth acceleration in the group. Now the OMDA, EUR 602 million, representing 25.3% of our revenues. An equivalent of more than 240 basis points in the space of just 1 year compared to 2018, fully in line with the ambitions for the year. And the free cash flow, EUR 288 million, that's up 38.6% compared with the previous year. Net debt, EUR 641 million. And you will recall, we made an acquisition in 2019 in September. That was minority, 6 of 5 banks in our joint subsidiary at the time which is Equens then and now we're full owners of that entity. So beyond the figures, the year was also remarkable and particularly active in terms of our strategy and its implementation. And operationally speaking behind the growth figure of the group, we are satisfied to see that our 3 global business lines recorded a fine performance, especially Merchant Services witnessing growth greater than 8% in the second half of the year. Many commercial successes also recorded during the course of the year with new clients in our 3 areas of business, representing lots of prospects for growth going forward and development too. And operationally speaking, I can confirm the excellent dynamic of the integration of SIX Payment Services running very well still. The synergies we planned for 2019 were fully indeed realized, and the plan is unfolding even faster than we had initially forecasted. So all of this, obviously, was decisive in flanking the strategic transformations going on in the group. And more fundamentally, in 2019, as you know, Worldline very substantially improved its ability for strategic headroom at a decisive time in the speeding of consolidation in our industry. This is connected with the exiting from the consolidation scope of Atos. A decision announced as of January 2019 by the group that was a former parent company. It's also connected with the fact that we took outright control of the equensWorldline subsidiary, which is the largest transaction processor on behalf of banks and financial institutions in Europe, that opens up for us possibilities of new types of strategic dialogue with banking institutions because from now on we own all of the equity there. And also, it gives us access to very attractive financing conditions, thanks to the BBB Global Investment Grade rating granted to us by Standard & Poor's, especially within the context of the financing of the acquisition of the minority interest in equensWorldline. So all of this gave Worldline a lot of strategic flexibility, enhanced flexibility so that we can remain focused on realizing our long-term vision, which remains unchanged, that is -- gives you a global scale champion in digital payments. And that led us to embark on fruitful discussions, as you've heard with the Ingenico Group that we recalled a while ago. In parallel, thanks to our transformation program and our CSR our long-term program too that was initiated 4 years ago. Worldline was able, as we see here, to pose constant regular progress in terms of sustainable development in its 5 strategic commitments within our program, that is, 15 key performance indicators that we keep a steer on. So we've improved our group position in many of these CSR rankings, as you see here encapsulated on the slide. These are global rankings acknowledged worldwide. And that proves that our commitment is there and that we're in intransigent and moving towards excellence on this, but also that we've achieved results. So in 2019, Worldline in particular, stood out from the bunch, so to speak, in terms of reducing by 40% and offsetting 100% our CO2 emissions connected with our activities. Worldline, therefore, became the first company in the electronic payments segment to be carbon neutral in all of its ecosystem. Also, we obtained an environmental rating by the Carbon Disclosure Program, as you see here, CDP, which is very good, and we have carbon ambitions now quite in line with the Science Database Target Initiative, SBTi, which we'll talk about in a short while too. Worldline also bolstered in 2019 its position as a responsible employer. The overall satisfaction rate of our staff members is 63%. That's up 13 percentage points since 2015. And we're mentioned in more and more media in terms of the quality of the work environment offered to our people and also the working conditions in terms of recruitment, staff retention and talent and development. So I'll at this point ask Eric Heurtaux, our CFO, to come to the rostrum to give us a more detailed presentation of the account for 2019 and the objectives for 2020. Eric, you have the floor.

Thank you, Gilles. Good morning, everybody. Before we go into the global business lines, I'd like to tell you about our performance in 2019 as a whole overall. The revenues of Worldline in 2019 recorded organic growth of 6.9% in 2019 to achieve EUR 2,382 billion. Now the 3 global business lines fed into the growth of the revenues. The business mix reflects the new breakdown of our revenues in Worldline after the acquisition of SPS, with Merchant Services representing 47% of our revenues; Financial Services 39%; and Mobility & e-Transactional Services standing at 14%. The operational profitability in 2019 takes account of the setting up of IFRS 16 standard regarding leasing contracts as of 1st of January 2019. For the full year, that represented a positive impact of EUR 41 million, 180 basis points, standing therefore -- meaning the OMDA stands, as you see here at a high figure representing 25.3% of our total revenues. On a comparable basis, on a like-for-like basis, that is, not taking count of the effects of the new IFRS standard, the OMDA goes up to 240 basis points compared to 2018. Now at this point, I'd like to detail out these figures per global business line. Firstly, for Merchant Services, the revenues stood at EUR 1,119 million organic growth, which is quite substantial, also in terms of basis points. Now Merchant Acquiring in double digits in terms of growth and especially driven by the growing use of credit cards for low-value transactions and the increase in contactless payments. The sustained growth of online payments and transactions, of course, fed into this as well, as well as the success in the deployment of our vertical commercial offering, specialized market by market. Finally, good growth too in the volumes of added value services, especially DCC, which is our Dynamic Currency Conversion tool that also fed into the fine performance we see here. Now the revenues in terms of omnichannel acceptance, double-digit growth there too, mainly driven by transaction volumes that were higher and new clients in France, in Switzerland, in Austria, and new key accounts internationally. The sales of Payment Terminals slightly down in 2019, but they more or less leveled off from the second half of the year, availing of enhanced demand and also learning of synergies with SIX Payment Services. The digital services for merchants are the smallest operational entity in that service line, and they went down slightly, mainly because of the lower revenue figure for digital kiosks in the U.K. The growth in Merchant Services remained overall fairly strong, more than 9.4% up, excluding Payment Terminals. The OMDA of Merchant Services up by 500 basis points compared to the same period in 2019, that represents EUR 67.9 million, reaching EUR 265 million, 27% of the revenues. This is due to the good commercial momentum in the divisions, which are merchant-acquiring and the acceptance of online means of payment and omnichannel businesses. And also, we've availed synergies, thanks to SIX Payment Services. And thanks to the impact of cost-cutting productivity gain measures, especially our program called TEAM2. The revenues of financial services stands at EUR 918.4 million, up by EUR 51 million, 5.9%. Noncard payments, double-digit growth, driven by good transaction volumes in -- seek attempt in Germany, Italy and the Netherlands, in particular, and also fine growth in the transaction volumes in the ideal Dutch scheme. Also, we built of the ramping of the major outsourcing contracts signed last year, with one contract signed with Commerzbank, in particular. And digital banking, of course, contributed to the performance of the service line pretty well, double-digit growth, thanks to the PSD2 compliance requirement and also the revenues of originator processing ensure processing good growth and also strong authentication and 3D-Secure grew well and the figures concerning licenses for payment softwares went in the right direction. As you see, now acquirer processing revenue went down a bit, but the comparative was very high. 2018 was a very good year. So the figure was slightly down compared to 2018. Now we see that we had organic growth reaching 33.4% of revenues. Also, in particular, we were driven by the high level of activity previously commented upon in respect of our issuer processing, noncard payments and digital banking, but also the gains associated with productivity plan of our TEAM2 program and also the synergy plans with equensWorldline and SIX Payment Services. Let's move on now to the revenues of Mobility & e-Transactional Services. You'll see the revenue figure here. Organic growth running at a high level here too. Revenue, EUR 343 million. All of the different parts of this business lines put in good organic growth. You have electronic ticketing sustained growth there. In many French towns and cities, we saw a growth in business and also we signed a major contract with the Ile-de-France region. Also Latin America fed into the fine performance of that division. Growth in the revenues of Digital Trust Services, also fine volume of transactions there and projects concerning the track and placability of tobacco-based products. And many contracts signed with different government agencies in different parts of the world. Now the e-Consumer and Mobility division, fine growth there as well, especially supported by the contact contracts and the fine contribution of the activities concerning Connected Living. The OMDA of this division, EUR 53 million, organic growth of EUR 7.4 million, that's 90 basis points compared to last year. The main reason for this growth, fine commercial trend in these divisions, also improvement in productivity, thanks to the scale effects that were bolstered on our platform and also the cross-cutting effects of the TEAM2 program. Let's move -- now let's go on to the free cash flow table. We're going to begin -- we are going to first begin with the income statement and we're going to go through it, and it is represented on this page here. So the operating margin includes EUR 39.1 million of amortization because of the setting up of IFRS 16 from the 1st of January 2019. As I said, the cause for the reorganization of the workforce and streamlining and integration are mainly linked to the achievement of the synergies and recent acquisitions, the improvement, the increase in the amortization of customer relations and patents, thanks to the amortization of assets identified within SIX Payment Services led to the strong increase that you can see on the line, amortization of customer relations and patents. The tax rate in 2019 was at 18% compared to 24.4% in 2018. However, if I restate the exceptional associated to the counterpart conditions rated to the acquisition of SIX Payment Services, this rate would have been 25.1% in 2019. The financial results integrate EUR 117.6 million associated to the cancellation of the eventual counterpart related to the acquisition of SIX Payment Services. And the normalized net income, net of tax is at EUR 300.5 million, which is 95% more compared to 2018. And finally, the net group share income, which is diluted, is EUR 1.63 million, plus 46% compared to 2018, which was at EUR 1.12 million. Now let's have a look at the free cash flow. The increase in the available free cash flow was posted at 38.6% and available free cash flow of EUR 207.6 million. This can be explained by the following points. The first is a change in our working capital requirements, which is particularly related to the changes in our customer payments, which went from 31 days at the end of 2019, whereas it was at 33 days at the end of 2018. And there was also the effect in the other direction with an increase in the supplier payment time, which went from 73 days at the end of 2019 to 87 days at the end of 2018. And you also see an increase in the financial debt and the purchasing of the minorities of equensWorldline. The integration cost, as previously mentioned, are mainly related to the integration of SIX Payment Services, financial investments, which are positive includes the recovery of Visa debt, the amount was EUR 14 million. You see that in the long-term financial investments, the net acquisitions correspond to the acquisition of the minority interest of equensWorldline accounting for EUR 1.1 billion. And the calculation in 2019 of the financial debt corresponding to the conditional counterpart related to the acquisition of SIX Payment Services for EUR 180 million. That is also visible in the additional counterparts adjusted value. And finally, you note EUR 11.8 million, those are the dividends paid to the minorities of equensWorldline in 2018. Now to end this section, just a few comments on the simplified balance sheet. Let's begin with the other noncurrent assets, which correspond to the using rights recognized in the framework of the IFRS 16 standard from 2019 onwards the increase of the other current assets. This corresponds to the increase in the customer debt online with the growth in the activity. The financial liability, which have really increased correspond to the convertible bond emissions and the standard bonds for the buying back of the minorities of Worldline and the noncurrent debts were recognized within the IFRS 16 standard framework. And this corresponds to what you have in the corresponding assets for the right-of-use corresponding to this IFRS 16 standard. Now I would like to show you the key points on our net debt. As you can see, it went through important changes this year with particularly an increase corresponding to the EUR 1.71 million associated to the acquisition of the minority stakes of equensWorldline. As you know, we financed part of this acquisition through a convertible bond, for which we have a credit of EUR 82 million with the equity of this financial instrument. And you can observe the changes and the recovery of the provision associated to the EUR 118 million corresponding to the tool allowing us to finance the conditional payment associated to the transaction with SIX Group. SIX Group announced in 2019 that it has set up a hedging instrument for part of the Worldline shares, this conditional obligation now has been removed. And so therefore, we can take over this provision. And finally, you can note the positive contribution of the available free cash flow this year, EUR 288 million. So we are ending 2019 with a net debt at the end of the year at EUR 641 million. Just a few words now on our objectives for 2020, particularly the scenario that has been retained to determine these objectives. This scenario looks at the major assumptions identified by the group. Together with the COVID-19 situation, we have broken it up in 2 parts. The first part which corresponds to the second quarter of 2020. There will be a strong impact of the pandemic and we have experience, of course, the closing of all the nonessential stores for part of this quarter. And from the moment when the isolation and the lockdown was not so straight, well, there was still some important social distancing measures. These elements should be removed gradually. And in the second half, we will have a good increase in the domestic flows considering the low point reached in the second quarter and a recovery of the local activity. However, the group does not plan a strong recovery of the activity with international traveling and tourism during this period, and we anticipate a pick up at the end of the year. And the major events were, of course, canceled and put off to 2021, and this has also limited recovery in this economic sector. The integration of this macroeconomic scenario has led us to communicate on the objectives for 2020. You can see them on the screen here. Actually, in 2020, the group expects a comparable performance comparable to that we obtained in 2019, especially in terms of our revenue, we expect a stable performance or just a withdrawal of a few growth points compared to 2019. As for OMDA, we expect 25% of the revenue that is roughly the same level as in 2019. And as for the available free cash flow, the group plans conversion rate of the OMDA into free cash flow, which corresponds to the one we had in 2019. That is roughly 47.8%.

Thank you very much, Eric Heurtaux. I'd now like to invite Marc-Henri Desportes as Deputy General Manager to present the exceptional plan for 2020, the consequences of the COVID-19 and the friendly purchasing of Ingenico.

Yes. Good morning. The exceptional situation regarding the COVID-19 led us to launch an exceptional plan to adapt Worldline to this new environment. So first of all, I'd like to remind you that thanks to the resilience of our operational model, thanks to our digital culture, we could very quickly call on remote working and adapt ourselves to the various governmental measures, lockdown measures. So we didn't have any problems with people who could not work or discontinuity operations and the level of transactions slowed down with the slowing down of the economy and the closing of a certain number of activities. And this required an adaptation of our cost base. So therefore, we set up a solid plan to adapt our cost base with these following key adaptations, we froze all the new hirings, we've postponed the increases in salaries, specific measures on the summer holidays and contracts with the major suppliers, all that was adapted. We reviewed the projects to limit our projects to the strict minimum and our key transformations and all the discretionary expenses were strongly restricted. Besides the commercial efforts were maintained, we stressed the identification of new business opportunities with the banks and with the merchants. This crisis has generated some new needs that we're trying to satisfy. And the sales force of Worldline maintained a constant dialogue with its clients throughout the crisis. The control of the merchant risk was strengthened with very strong interactions with the concerned merchants. And in this respect, our teams, which are very good, beefed up their workforce, and we didn't have any notable failures for all the activities related to traveling, the merchant risk in most of the Continental European area have been mitigated, and there was the existence of national systems and guarantee funds. And I would also like to remind you about all the actions we have set up with the merchants, right from the lockdown -- the beginning of the lockdown, we tried to see how we could help as soon as possible the concerned merchants and adapt their activity to this crisis. We developed task force, and we set up new ideas. We supported merchants to increase their capacity of click and collect. We gave access to small merchants to new online payments system so they could launch a few electronic trade activities and maintain the revenue. And we have promoted contactless payments and mobile payment terminals for deliveries at homes. We also launched, as you can see here on the screen, national campaigns to promote contactless payments and the safest payment means. We've participated in many campaigns and national campaigns so as to raise the limits of contactless payments. And finally, we proposed temporary tariff systems for small merchants to support them during this period where they had to close their stores. I'd like to end this section on the COVID-19 by specifying that this crisis was a real accelerator of the dematerialization of payments and transactions towards a noncash society. Here on the left of the slide, you can see the list of countries where we are operating, where they've decided to increase the contactless payments. In most of the countries, these payments were doubled and there will probably be a sustainable increase in the use of contactless cards and mobile payments in stores. We observe a preference for electronic payments because of the current health situation. I'm sure that you've all seen signs and messages as they appear here on this slide in favor of other payments other than cash payments. Even the WHO has communicated quite widely on this. And we have the example of some major Swiss retailers who have posted an increase of 50% in the use of electronic payment cards. And that's the reason why we will see an acceleration from the cash to digital payments, especially in the heart of Europe, in the DACH region, Germany, Austria and Switzerland, where, as you know, we are leaders on the market, and this will be strengthened with this merger with Ingenico. And since this situation should last several months throughout 2020 and even further, we think that these changes in the payment habits will continue even after the crisis. And also a few words on the progress made on the acquisition of Ingenico. I'd like to begin by reminding you the strong geographical complementarity between the 2 groups, online with the strategic relevance, as recalled by Gilles. This will allow us to strengthen our position as leaders, especially on the German electronic payments market. We will have a better access. We'll have a strong position in the Scandinavian countries. And this will allow us to have a real international presence with an access to the American market, a strengthened exposure to the South American merchants and the Asian Pacific area also. And we will have a better access to the global online payment market. This is based on an important synergy plan, EUR 250 million annually until 2024 with the previous acquisitions carried out by Worldline. So this means EUR 220 million of impacts in OMDA, additional rhythms 20% would be achieved right from 2021 and plus 50% in 2022. This EUR 220 million of annual synergies are broken down into cost synergies, EUR 190 million OMDA impacts on IT infrastructure, the optimization of purchasing, the exchanges and the setting up of better operational practices, but also an increase in the revenue with an OMDA impact at EUR 30 million. Thanks to more complete and exhaustive offer to Merchant Services and new banking alliances in terms of payment acquisitions and by using the new complementarities in the group that we've mentioned previously. We also anticipate EUR 30 million of -- from additional savings and relief, thanks to the optimization of investments and leases. And these cash impacts will be in cash and multiple [ MD ] . So an additional EUR 30 million, EUR 220 million plus EUR 30 million, that is EUR 250 million. The internalization of subcontracted services, optimization of the terminal activities. So the synergies expected for Merchant Services will reach 8% in terms of the cost base and this is in compliance with our benchmarks and acquisitions. The realization of the synergies will be at EUR 250 million over the next 4 years. One of the main priorities in the last quarter was to progress rapidly with the Ingenico teams for the conclusion of this transaction, that should take place in the third quarter of 2020, as we have already communicated. Particularly, all the deposits and pre-deposits to obtain regulatory approvals required for the transaction of that has been achieved and this is being discussed with the concern regulation authorities, whether these are the financial supervision authorizations, control of foreign investments or concentration controls. The obtention of various authorizations, all this is progressing according to our initial plan. The French social process was carried out with success, especially the opinion of the Ingenico Works Council was obtained. The relay loan for the financing of the transaction was confirmed with a group of 8 banks, and we have started preparing for the integration according to our methodology, which has been approved. We should be ready right from the first day, right from the day of closure, supported by a joint governance process with new key managers in both the companies. So obviously, this is taking place with an excellent partnership. We're using a lot of video conferencing because of the COVID, but all our remote working habits have allowed us to overcome these obstacles, and we are advancing online with our plan. And this shows you the synergies and all this is done by taking into account the review of our strategy and our B&A activities, which will be launched post-integration.

Thank you very much, Marc-Henri, says Mr. Grapinet. These were very important points of information concerning COVID-19 and the state of progress of our friendly offer with a view to combining our entity within Ingenico. And I will give the floor to the Charles-Henri de Taffin for the next item on the agenda, which is the report and corporate governance.

Thank you, Gilles. Good morning, everybody. It's my duty to present to you the report from the Board on corporate governance. On a preliminary basis, I'd like to recall that the details of this report featured in the Universal Registration Document for 2019 that I would invite you to refer to, to have more details. I'll mainly in my presentation focus on the salient features of that report. Concerning the activities of the Board and the Board's committees in 2019, first, I'd like to underscore that 2019 was a year that was marked by particularly dense activity, very intense activity indeed in terms of governance, especially in the context of the changes that stemmed from the successive disengagements about us, the resignation of Mr. Thierry Breton from his duties as Chairman of the Board when the presidency of the French Republic announced his candidacy as European Commissioner. Also, we took care of the preparation of many strategic projects, in particular, the acquisition of Ingenico, but also many, many improvements that were implemented by the Board in the course of the past year, such as the setting up of a committee dedicated to topics concerning corporate and environmental -- social and environmental responsibility, the appointment of a lead independent director on the Board, the modification of our long-term incentive plans and the formulation of our [indiscernible] for the company, and we'll go back to that in a short while. Now the high level of activity of the Board members was illustrated by the number of meetings of the Board 15 and this committee is 20, which we'll have throughout the year. Their attendance rate you see here was very high in the past year as well, 90% on average in the Board and even 98% for the Audit Committee. This participation reflects once again the exemplary commitment of our directors on the Board of Worldline in this very important year for us. And I'd like on behalf of the company to thank them very warmly. As you can see on this slide, the topics that the Board members addressed in the past year were many and varied, and I'd like to just underscore the more emblematic ones. Firstly, in terms of strategy, there were several events that marked the year in 2019, especially the deconsolidation from Atos Group, the acquisition of the minority interest that remains still in equensWorldline, the financing strategy and, of course, the planned acquisition of Ingenico. The governance of the company had to be adjusted to take account of the new shareholdership structure, resulting from the successive disposals enacted by Atos, but also in the light of the departure of Mr. Thierry Breton with -- on a temporary basis, the unification of the functions of Chairman and Chief Executive Officer and the appointment of an independent -- lead independent Board member. Now 2019 was also the year -- the first full year of integration of SIX Payment Services, which was followed very attentively, very closely by the Board and the Audit committee. Also in terms of compensation, 2019 was also marked in particular by the advent of the enforcement of the PACTE law in France and the adaptation of the long-term incentive plans of the group to come into line with certain market practices. We should underscore that the evaluation of the proceedings and the functioning of the Board was very positive this year, again, highlighting the quality of the proceedings and the discussions within the Board. The trends that we saw in 2019 consisted of covering more, and more varied topics and more and more topics in general, especially CSR and risk topics and strategy, and of course, that will be pursued in 2020. At this point, I think we should move on to the governance of Worldline after the contemplated acquisition of Ingenico. In this context, it's proposed that you should make a change in the composition of the Board so that it could be enlarged to have 18 members. And therefore, have members who would be current Board members of Ingenico, once the acquisition would be completed. The Board will then be composed as follows: the members -- the current members of the Worldline Board will be on the Board, that is the CEO and current Chairman of the Board, 3 Board members appointed on the proposal of SIX Group, 6 independent directors, 1 lady Board member representing the employees. There would be a second Board member representing employees that will be appointed and would take office in the 6 months following this AGM in line with the French PACTE law and subject to your approval, of course. Mr. Gilles Arditti, currently censor, it is proposed he would be appointed as a director following the completion of the transaction with Ingenico. Also 6 members from the current Board of Directors of Ingenico, 5 of whom are independent. Mr. Bernard Bourigeaud, who would be appointed non-Executive Chairman of the Board of Directors; Mr. Gilles Grapinet will then remember -- will remain, sorry, CEO, 3 other independent directors, Ms. Agnes Audier; Ms. Caroline Parot; and Ms. Nazan Somer Ozelgin and a representative of Bpifrance, who is Mr. Thierry Sommelet, who is present with us today, and 1 non-independent Board member, Mr. Michael Stollarz, CEO of Deutscher Sparkassen Verlag GmbH, Strategic Partner of Ingenico and Payone, which is a joint venture with -- which is this joint venture in Germany. So there's a censor to Mr. Jos Dijsselhof; and also finally, a representative of the economic and social council, Ms. Julie Noir de Chazournes. So you'll see that the Board will be balanced. SIX Group AG would be represented on the power with its status of main shareholders and Bpifrance on the power with its substantial participation of SIX. And there would be ample room then for the Board members of Ingenico in line with its importance in the equity base of the new combined group. So the new Board has proposed, which have about 65% of independent members, that is quite a bit more than what's recommended by the AFEP-MEDEF Code, and it will then be in compliance, of course, with the legal provisions in terms of gender diversity. The composition proposed, has the approval of the Nominations and Compensation Committee, which has studied this attentively, so as to further enhance the diversity and the complementarity of the profiles, whilst preserving the very positive dynamic that we have within the Board. As you can see, the career path of each of the members, current or future, in particular, their field of expertise and their level of responsibility will enable our Board to avail a diverse competencies, complementary ones and particularly sound skills, which will favor the proper functioning of the Board and which will be valuable, indeed, to finalize the acquisition of Ingenico also in terms of monitoring the integration and supporting the company in its future developments. Now the appointments, ratification and renewals of the members of the Board of Directors are subjected to this AGM put to the vote in resolutions 8 to 21. And like to recall that the information on the new candidates and the Board members subject to your approval today, this information was made available to you within the convening notice to the meeting. Also with the approval of the Corporate Social and Environmental Responsibility Committee and after a wide-ranging consultation in the group and involving many managers and employees of the group with great diversity in the representation, the Board of Directors will propose to your meeting that we should modify our bylaws in so as to, integrate our raise-on-debt, as we call, so as to affect our fundamental values. The raise-on-debt that we suggest is the following: we design and operate leading digital payment and transactional solutions that enable sustainable economic growth and reinforce trust and security in our societies. We make them environmentally friendly, widely accessible and support social transformation. That is my presentation. Thank you, ladies and gentlemen.

Thank you, Charles-Henri, for this very detailed report, high quality report, that does reflect the commitment of all of our Board members, as was recalled, they are genuinely of great support -- great help and support to us. It was a positive challenge for the management team, I would say, too. If I could give my personal testimonial, it's a privilege to have been supported so well over the years after all these years, we then had these important changes that Charles-Henri has just been mentioning. So in the past and in the current, change is going on, hopefully, with the friendly of Ingenico, which we will realize, we will further need the help and support, and I'm sure we'll have that. So given the exceptional circumstances at the moment with the COVID-19 crisis, we'll give the floor by video to Lorenz von Habsburg, who kindly recorded a video, so as to make his report to your general meeting, concerning his committee in the past year, the Nomination and Compensation Committee. And he will also talk about resolutions on the topics covered by this committee presented to you here today. If you'd like to screen the video of Lorenz von Habsburg, please.

Ladies and gentlemen, dear shareholders, it's my duty to present to you the report from my Nominations and Compensation Committee on the compensation of the corporate officers. The presentation will concern, firstly, the items of compensation for 2019, then the compensation policy which will be applicable to them in respect of their remit for 2020. And finally, the adaptations brought by the company to the items of compensation in the light of the COVID-19 pandemic. On a preliminary basis, I'd like to recall that you will find all of the details concerning this in the universal registration document that I would invite you to refer to. The items of compensation of the corporate officers within fiscal 2019 are submitted to your general meeting today in resolutions 24 to 26. I'd recall that Mr. Thierry Breton resigned from his duties on the 24th of October last and that since that date, the chairmanship of the Board of Directors has been affected by Mr. Gilles Grapinet, who does not receive any additional compensation for his duties as Chairman. Concerning the compensation of the Directors, the total amount of their compensation in respect of 2019 stood at EUR 496,917. And we'd recall that the amount of the package approved by your General Meeting last year stood at EUR 600,000. Concerning the Chairman and CEO, I'd like to recall that since the 1st of February 2019, Mr. Gilles Grapinet has been devoting all of his time to his duties within Worldline. His main items of compensation in 2019 are as follows: Firstly, fixed annual compensation of EUR 605,740, supplemented by variable compensation of EUR 711,457 determined in the light of the overperformance of predefined objectives. Also the granting of share based payment, the fair value, which is estimated as being a total of EUR 1,280,738. The compensation for 2019 of the Chairman and CEO is summed up in this slide. And this is the focus of resolution #25. The main items of compensation for 2019 of the Deputy CEO, subject to resolution 26, the main item, therefore, are as follows: a fixed annual compensation set at EUR 350,000, supplemented by variable compensation of EUR 356,053 determined in the light of the overperformance of predefined objectives. Also, the granting of share-based payment, the fair value of which is estimated as being a total of EUR 663,544. I'd like to now go into the policy for compensation for 2020 for the corporate officers. This policy is aligned with the corporate interests, of course, and it contributes to the strategy of the company. With a view to guaranteeing sustainability going forward, it's enduring business activity and also about assessing its business development. These items are detailed out in the universal registration document. And these items are put to the vote at this meeting in resolutions 27 to 29. Concerning the non-executive Board members and the censors, I'd like to recall that given the current economic circumstances, connected with the COVID-19 crisis, the Board of Directors decided to not implement this year the increase in the variable portion of the compensation of Board members, which was initially planned so as to move gradually closer to the market practice. Hence, the rules for the allocation of the total amount of compensation of directors will remain in line with what we saw in the previous financial year, recalls on this slide. As a reminder, in the same way as previous year, Mr. Gilles Grapinet, is not paid any compensation in respect of his remit as a Director on the Board. Pursuant to the rules for allocation defined in this way, it's proposed in resolution 7 that we should set at EUR 1,200,000, the total annual amount of compensation of directors. The increase in the package available compared to the previous year can be explained, first and foremost, by the increase in the total number of Board members at the time of the completion of the planned acquisition of Ingenico. This can be explained also by the increase in the amount of activity of the Board in its committee. Also the creation of a new committee for Corporate, Social and Environmental Responsibility, and the recent appointment of a lead independent director. Concerning executive corporate officers. I'd like to recall that the duties of Chairman and CEO will once again be separated in the context of the planned acquisition of Ingenico. But the total compensation package for Mr. Gilles Grapinet will not be impacted by this separation of duties. The Board of Directors will determine in due course, the compensation that is applicable for the new Chairman of the Board of Directors. And given the current economic circumstances connected with the COVID-19 crisis, it's recalled that the Chairman and CEO and the Deputy CEO, decided to forego the benefit of the increase in their fixed and variable compensation, which had been planned for 2020. Hence, the components of the compensation in respect of fiscal 2020 will remain unchanged compared with fiscal 2019. And hence, will remain below the median of the SBF 120 index. In particular, the maximum value of their multi-annual compensation, which is share based, shall be identical to the value of what was granted last year. Finally it's recalled that last year, for the benefit of Mr. Gilles Grapinet in order to avoid his being penalized following his transfer from Atos, what was done was a supplementary pension scheme and compensating guarantee were set up for him, subject to conditions, in the event of a constrained departure. This plan was brought into compliance with the new PACTE law of France. We should also recall that the total gross amount of the annuity corresponding to these mechanisms cannot, in any case, exceed EUR 291,000 per annum, which is the cap that was achieved by virtue of the retirement plan set up by Atos. As you can see and as this bridge on this slide, the compensation structure subjected to you for your approval is quite clear and transparent, designed into those conjunction with the performance of the company in the short-term and in the long-term. I suggest now we should move on to the characteristics of the long-term incentive plans for 2020 to be implemented by the Board of Directors. The final vesting of the performance shares and the right to exercise stock options will be subjected to condition of presence at the time of vesting and subjected also to the achievement of the following prerequisites or conditions. Firstly, 3 financial performance indicators that were in turn over a period of 3 years connected with the key factors for the achievement of the ambitions of the group as described in the strategic plan, and regularly communicated to the shareholders. Also an external performance condition connected with the Corporate Social Responsibility of the company and based on 3 combined indicators, the achievement of which shall be a function of the scores obtained at the end of the period concerned. There's an elasticity curve defined before the crisis connected with COVID-19 that enable us to accelerate upwards or downwards, the percentage of the relative granting in respect of each indicator as a function of its level of achievement. The percentage of vesting that will ensue from it, can, in no case, be greater than 100%. All of the details concerning the characteristics of the grant plans for 2020 shall be detailed in the Universal Registration Document. I'd like to recall that a specific delegation of authority is subjected to your approval here today at this meeting in respect of Resolution 35, to enable the Board of Directors to resolve on performance share plan for the benefit of employees and corporate officers in the Ingenico Group, according to conditions that are harmonized, with respect to the performance share granting plan of Worldline, as just presented, subject to the fact that for 2020 and as far as possible, we will take account of the level of satisfaction of the internal performance conditions of the Ingenico 2020 plan. I don't want to conclude this presentation without putting forward all the measures taken by the company in terms of the remuneration of the corporate officers, considering the exceptional economic circumstances related to the COVID-19 crisis, and some of them have already been mentioned during this presentation. The CEO and Deputy CEO have renounced an increase of their fixed annual compensation and variable annual remuneration for 2020. There was a decision from the Board not to implement this year the increase planned of the variable share of the remuneration of the directors. The company has set up a limitation of the maximum number of options, securities allocated to the corporate officers -- executive corporate officers, so as to take into account the volatility of the stock prices and avoiding the certain effects. Dear Chairman, I'd like to thank you all for your attention.

We'd like to thank Mr. von Habsburg for the quality of his report, as usual, since he's been chairing this committee. And now going to -- go on to the item #7 of the agenda. I'd like to invite our auditors to present their report. Their report on the extraordinary general assembly, and the report on the corporate governance will be fully reproduced in the URD. The report on the resolutions of the extraordinary agenda having put online on the Internet site of the company under investors section. And I'd like to thank Virginie Palethorpe for being here.

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on behalf of the Deloitte & Associes and Grant Thorton College, I'd like to tell you about the execution of our mission for the fiscal close at the 31st of December 2019. During the general meeting that is met under the ordinary section, we have issued 3 reports that are available according to the time frame planned by law. The consolidated accounts, annual accounts and related party agreements. As for the consolidated accounts that are presented on Pages 237 and 290 of the URD, I'd like to remind you that the objective for the [ chairmanship ] obtain a reasonable assurance that these accounts do not have any material misstatements. In order to do so, we have prepared an annual audit plan adapted to the activities and the group organization covering, significant operations, nonrecurrent operations as well as all the significant entities of the consolidation scope. We pay particular attention to the application of the accounting principles and the review of the significant statements retained by the directors. We have presented our -- the conclusions of our work presented in the various audit committees when we met them and to the Board, in compliance with the provisions of the regulatory environmental provisions. These are key points in our audit. We have set a procedure so as to meet the issues at stake. For the consolidated accounts, the points are related to the following domains, the accounting of the revenue for the development projects or platform migration, the accounting of the revenue stemming from transactional activities and the accounting processing related to the definitive allocation of the acquisition price of SIX Payment Services. As for the statutory accounts of Worldline SA established according to the French Accounting Principles, the 2 points -- the 2 key points of the audit that figure in our report are related to the assessment of the stakes and the accounting of the revenue on the development projects and the platform migration. In conclusion of our assignment, we believe that our work are sufficient and appropriate to found our opinion. We certify that the accounts for fiscal 2019 are true and fair and give a faithful image of the operations and results of the past fiscal as well as the financial situation as well as the consolidated accounts established according to the IFRS reference. We're not questioning our opinion. We have formulated certain observations to attract your attention on the change in the accounting method related to the implementation of IFRS 16 standards, based on the leasing contracts applicable from the 1st of January 2019. Besides our reports tell about the specific verifications that are incumbent on us, and we have no specific observations to make. As for a specific report on the related party agreements, that figure on Page 294 of the URD. It refers to the separation condition between Worldline and Atos SE, which was concluded on the 6th of May after prior authorization from your Board. This report reminds you of the conditions that have already been approved by the general meeting in the prior fiscal year. As for the moderate insurance report on the information contained in the extra financial performance, consolidated statement figuring in the report of your company presented on Page 206 of the URD, the [indiscernible] office appointed as independent third organization has concluded the absence of material misstatements related to all the information provided. As for the meeting -- the extraordinary meeting, we have issued 7 reports and the Board would like to realize various operations. The 31st, on the reduction of capital by canceling the sub-detained shares, resolution 32, 34, 37, 38, 39, 40, the issuing of shares, maintaining or eliminating the preferential subscription rights; the 33rd resolution for the attribution of free shares; the 35th on the authorization of free shares existing or to be issued to the benefit of employees; the Ingenico corporate officers or its subsidiaries; the 42nd for the securities reserved to the employees and corporate officers adhering to the company savings plan; the 43rd resolution and the 44th resolution for all the authorizations to the benefit of employees or social corporate officers of your company. We have no observations to formulate on these 7 reports. Thank you for your attention.

Thank you Mrs. Palethorpe for your -- all this information. I'd like to thank your colleagues. Thank you for the quality of your work, the rigor of your work that you have carried out throughout 2019. I'd like to suggest, if you don't mind, to go on to the Q&A session, and to answer some of the written questions that the company received before this general meeting. And I don't think that we received any online, at this time while we are speaking. So what I suggest is to organize ourselves.

We've received just many other CAC 40 companies and SBF 120 companies. A set of questions coming from the same group of investors on this very important topic, that is social corporate responsibility and the environmental responsibility of the listed companies, and we have provided the answers as for Worldline. And I would like to receive the contribution from Eric Heurtaux, our financial manager; and Olivier Burger, our Human Resources manager. And personally I will take upon this task to answer some of these questions, especially those related to our environmental policy. Indeed, we have three, 1st questions coming from this group of investors that are engaged in terms of social corporate responsibility. The first is to ask us for the list of our activities, which are not in compliance with the Paris Agreement that everybody knows of, climate scenario, that maintains the increase in the world temperature at a level which is under 2 degrees and to pursue our efforts to limit the increase of the temperature to 1.5 degrees. They're asking us what are our actions to divest ourselves from the actions that would not be compatible. I will put this together with the second question, which is in the same vein, that is what are our investment plans, our development and make sure that these are on line with a climate scenario, which is compatible with the Paris Agreement. And the third question is how do you analyze the impact of your activities on the global ecosystems and local ecosystem in terms of their biodiversity and what are their main impacts? First, I'd like to say, to go back to the first question, that is asking us the list of our activities, which are not compatible with the Paris Agreement that is that Worldline does not have activities that are not compatible with the Paris Agreement because of their nature. And beyond that, because we are an electronic payments company, we have services that are mainly digital services. And fundamentally, because since the long time, we have decided to be part of an environmental strategy with a low-carbon emission, which is totally part of the Paris Agreement. I'd like to remind you that all the activities related to CSR of Worldline are under my direct supervision to make sure that this is coherent strategically with the development of the company. Therefore, with these activities, and we want to be coherent. We want to have sustainable growth, balanced growth, financial and nonfinancial. And therefore, like to specify, vis-a-vis these 3 questions, therefore that so as to reduce our own environmental impact, although our activities are not incompatible with the Paris agreements, we have reinforced our ambitions. We want to fight against global warming. We did this since 2016 with low carbon emissions, and we have taken into account the 2-degree scenario determined after the Paris conference. And we aim at reducing the consumption of energy and carbon emissions because of our core business, the treatment of large quantities of data using our industrial applications in our data centers and the manufacturing of payment terminals. Therefore, 2018 marked a major turning point for Worldline because the company became, as I mentioned it earlier on, the first company in this payment sector to contribute to carbon neutrality through the production of services and solutions, and over the entire life cycle of payment terminals. You will find all the elements required in our registration document. And we are doing this by having very demanding programs in terms of energy efficiency. We have recourse through renewable energies. And for all that we cannot supply for renewable energy providers, we offset 100% of the residual CO2 emissions that cannot yet be avoided through a certified offsetting program. And this program, while we had support programs for the production of renewable energies for wind farms, thermal farms, and we have projects to preserve forests, which we believe are more efficient in terms of carbon neutrality programs. We have begun a worldwide program with an ISO 14001 certification. 9 of the data centers of Worldline are certified, and we will pursue this policy, with this merger with Ingenico. In general, we are progressing in this area and in our activities and in 2019, our ambition is to have our own objectives according to the science based targets, objective to reduce the impacts. Our ambition is to go further than the 2 maximum degrees by the end of the century, and our objectives were officially approved by the Science Based Targets International, which regroups 4 institutes the World Resources Institute, WWF, the Carbon Disclosure Program and the Global Compact. And we're very proud of this, and we want to pursue in this direction. Considering what all I have said, you can imagine that the answer to my question is that all our investment programs are aligned with this environmental strategy, which is chief. Of course, we go into the details, the choice of service, the most economic machines that we can find on the market, the choice of our service, the choice of all our necessary equipment for our offices and more widely, to end because there was a question, question three, the impact of our activities on the global ecosystems. In general, we've decided to analyze all our impacts according to the grids supplied by the UN, the sustainable development objectives. Worldline does not have any intrinsic negative impact on the environment. It has fundamentally positive impacts, transparency, justice, quality, the trust in the institutions in terms of the traceability that we allow, thanks to our business for financial transactions, but also the level of education, contribution to decent wages because we have training programs, and we mainly hire executives or technicians of very high level. We try to ensure their professional careers, their development. We have development programs for our employees. And as for biodiversity, Worldline has no negative impacts on diversity. And beyond that, we want to support certain initiatives that are trying to preserve the biodiversity. And that's the reason why we have engaged ourselves with the program Under The Pole, so that we can measure the undersea biodiversity, depths that are difficult to reach by scientists. And we are financing all this, and we are contributing -- we're trying to help those who are engaging themselves to defend this biodiversity. So that's what I can say regarding these first 3 questions. Our Financial Director, Mr. Eric Heurtaux, will answer question #4, the COVID crisis and the impacts on the economic fabric, he'll tell you what we're doing in terms of payment conditions for our suppliers, what is the geographical scope, and I'll ask him to answer another question, which is the question related to question #9 on the breakdown of taxes country by country, whether that is discussed at the Board. Eric, you have the floor.

Thank you. I will begin with the first question, the impact on the economic fabric. Actually, this is a topic that we started working upon very quickly in our crisis cell and the procurement department was mobilized to ensure a close monitoring of our critical suppliers. Particularly, we asked procurement department to make sure about 3 points, to sensitize all the suppliers to anticipate the impacts of this health crisis. Secondly, to list the risky situations in all our service lines, each 1 identified critical suppliers related to these solutions. And thirdly, to identify these critical suppliers and to support them to ensure the continuity of our supplies and activities. So through this initiative, Worldline could share with these suppliers, the measures that the group was planning to set up, and question the suppliers on the actions they're planning to set up to maintain their operations. In this period of uncertainty, Worldline engaged to ensure the continuity of its operations by maintaining the payment conditions of its suppliers within the contractual agreements in spite of the lockdown. The suppliers were also asked by their usual buyers to follow these rules, and this was consolidated in a centralized process to guarantee equal treatment. As for the payment conditions, while these were not modified, although Worldline pays particular attention to the very small companies and the small companies that would have difficulties to be able to support them on a case by case basis. At the same time, vis-a-vis it's most fragile clients, the very small companies and SMEs in the countries where the group directly supplies acquisition and payment services for merchants, possibilities of suspending monthly invoices were set up to the benefit of small companies, who could not open their stores anymore because of governmental decisions. Concerning then the second question, which focused on discussions in the Board and at the Audit committee, concerning taxation. Yes, indeed, the Audit Committee of Worldline among other things has the job of monitoring the preparation financial information also, during a review of statutory and consolidated accounts prepared by the financial department. In this context, the Audit Committee has to look at the tax burden of the group and the effective tax rate and also the breakdown of taxes per country and geographical region. So a declaration country-by-country, essentially the French checks authority is part of our reporting obligations. Thank you, Gilles Grapinet.

Thank you, Eric. I will call on Olivier Burger, who is in charge of Human Resources in the Worldline Group to answer questions raised concerning human resources. I'm sure he'll explain, what but we do in respect of this. Very important topic as the company, especially a high-tech company, has as its main wealth its human bank, the people working for it. So perhaps he will combine some of the questions. The first wide-ranging question is #5, how the company is preparing its employees for the transition, shaking our industry in the 21st century?

Thank you. Good afternoon, ladies and gentlemen, dear shareholders. How is our company preparing this transition of the 21st century shaking our industry? Well, firstly, our company is in the heart of digital payments and online transactions, all the societal changes going on around us. So we have a lot of engineers, as you know, in our company. So we've been preparing for this via our core business already. And we have 3 or 4 days per person, per annum on this topic, and there is a very high satisfaction ratio from our learners. 70% of our employees have a personal development plan also an individual one, so they can be prepared for the societal changes, changes in products, changes in processes and so on in our services that we deliver to our clients. Also, we have committee of experts with more than 250 members, which is preparing the future of the technologies of the future. And we maintain a high level of investment in research and development capacity in partnership with prestigious universities and research institutes so as to be prepared for technological innovations. Also, we have ongoing separate dialogue. We're setting up our European Works Council at the moment so as to take account of these upheavals in our societies and anticipate things. Also, we have availed of the new raison d'etre. As you saw, earlier more than 600 employees in 27 workshops in 22 countries fed into this process, to set up our raison d'etre. And we have awareness creation programs, and it's just taken in all the topics mentioned by our Chairman regarding corporate, social and environmental responsibility. That is how, in essence, we're preparing our employees for the future upheavals looming large on the horizon in this world, in the 21st century. Thank you.

Thank you. We have another few questions now. [ Southern geography name ], that we could partly group together, perhaps revolving around our compensation policy. I can reach them out briefly, and perhaps you can give a general answer. Now question #6, have you a definition of a living wage, not just the local minimum -- legal minimum, wage, have you a definition of living wage, therefore, that's not limited to the local minimum wage and if yes, which one, and how your company guarantees employs a decent salary, especially the main countries that you operate? And then question #7, do you take environmental and social criteria into account in the context of the profit sharing agreement for most of your employees in France? Yes, how and in what proportion? And 8, in the context of employee saving plans, what proportion of funds have a responsible label? I just recall that Worldline is a company that on a priority basis, employees, engineers and technicians, junior engineers, so question of the living wages doesn't come up in the same way in this organization as it might in others, Olivier?

Yes. More than 80% engineers on the staff, so our compensation is on the median of the market, including benefit and kind. We take into account individual performance and collective bargaining agreements, when they're collecting bargaining agreements, in certain countries, there may be increase that a general pay arises for the highest salaries, but our thresholds are EUR 40,000, EUR 60,000 and EUR 80,000 in France, for example. Those are thresholds for persons who avail of a general pay rise. So we have a salary paid this on the market median, which is quite a lot above the legal minimum wage across. Now the question concerning incentives and nonstatutory profit sharing. In France, we have a nonstatutory profit sharing scheme at the moment based on the revenues and the organic growth of the company, especially the social impact, the employee impact is that since we IPO-ed as Worldline, we approached more than 7,000 persons, and that's quite a large impact, of course, in terms of employees and for the new future agreements, there will be criteria to do with the environment and social matters. Social & environmental criteria is currently being negotiated upon. And then the savings plans. Yes, there is a fund, which is a social responsible fund that's got the label from the Comite Intersyndical de l'Epargne Salariale, CIES, 9% of the funds of the group savings scheme and 16% on the perquisite side. 9% of PEG fund, excluding employee shareholding and 16% on the perquisite side.

The last question well, 2 questions [ southern geographic ] concerning supervision by the Board of Directors, especially the nomination and compensation committee. Question #10, regarding social cohesion due to gaps in wages. Are these matters examined by the Board of Directors and are they subject of the policy is the question? And then question #11, are the policies to ensure equality between women and men in terms of remuneration, career and access to position of responsibility and the targets to be reached, discussed by the Board of Directors. That's question #11. That's a shared objective in this business line. That's a bit less attractive to ladies and some other business lines may be, especially for social responsibility and the targets to be achieved. Olivier?

Yes. Firstly, we don't have problems of social cohesion as such. We do the fairness ratio -- actually, a ratio, conclusion on based of all of the salaries paid out, interest and this is discussed at the Nomination and Compensation Committee and at the Board, of course. And it's pretty low actually. It's about 46, the Chairman and CEO and about 25 for the Deputy CEO. So we're talking about criteria that are actually lower than the marketplace around us, but the ratio that is discussed at the Board and the Nominations and Compensation Committee, and is put into the universal Registration Document on Pages 422 and the pages thereafter. Yes. Indeed. So on [ Foreign Language ], we have 30% of women on the staff, which is above the average of the high-tech sector. We wanted to go beyond that percentage, though. And we have many policies that are being -- that are debated upon, I mean, at the Board and also at the Social and Environmental Responsibility Committee that you heard about from Charles-Henri, where we look at all the indicators, all the metrics in terms of access to management posts. We've improved this year compared to last year. We're coming close to the same percentage of women as men in the managerial staff as compared with the total headcount. We verify access to the talent pool, the expert pool, convention seminars, training and so on, pay, of course, for women. And we look at all of the ratios we can possibly get a handle on in the countries we operate in. So indeed just going to take place at the governance bodies on this.

I can testify to that, says Mr. Grapinet, not just in the Board, but outside the Board to the topic that mobilizes, all of the management teams in the company has been mobilizing people for many years. We need diversity, gender diversity and all sorts of diversity. And question #12 that you plan to make public the opinion of the social partners on the group's nonfinancial performance declaration? Well, the answer is yes, the opinion of the social partners on the group's nonfinancial performance declaration may indeed be published. That answers questions raised by very responsible investors, who have raised very valid questions. Thank you for asking them. And Mr. Secretary, I think we should now come on to vote upon our resolutions. Because given the exceptional circumstances with COVID-19 crisis measures, we will, of course, have -- we have asked people to vote remotely, and that has been done. So we'll give you the details regarding the voting process. But before we go into all of that, I'd like to recall that in the unusual health crisis that prevails at the moment, we unfortunately don't have the shareholders with us physically present here today, and the company has, therefore, tried to adhere to best possible practices in this regard and also the recommendations made by the AMF and to this extent, the company has, in particular, implemented all of the implementing arrangements and modalities to facilitate the voting process for shareholders, in particular, by offering for the first time this year, the possibility of sending on voting instructions prior to the shareholders' meeting via the Internet via the vote access platform, and as usual, by posts as well. So there's no doubt, foster the achievement of our participation rate that is quite high in spite of the context we're living in. Mr. Grapinet, well, before we go into the figures on that for our minutes, the quorum is at 78.464% of the shares represented. So that's quite remarkable, I think. So let's move on to voting upon the resolutions.

Resolution one, approval of the company's financial statements for the financial year ending December 31, 2019, adopted, approved by 99.6% of the votes. Resolution #2, the approval of the consolidated financial statement for the financial year ending at the end of 2019, more than 99.9% of the votes in favor. Third resolution, allocation of the net income, approved also more than 99.9% of votes. Approval of the separation agreement entered into between Worldline and Atos SE. That's resolution 4. Approved to the tune of more than 99.9% of the votes. Approval of the voting undertaking between Worldline than SIX Group AG also approved to the tune of more than 99.9% of the votes. Approval of the letter-agreement related to SIX Group AG's stake in Worldline. This has been approved also more than 99.9% of votes in favor. Resolution 7, approval of an overall amount of annual directors' compensation, approved to the tune of 99.96% of votes. In #8, renewal of Mr. Gilles Grapinet as member of the Board of Directors, also stands approved, 99.36% of votes in favor. Renewal of Mr. Aldo Cardoso, resolution #9. Mr. Aldo Cardoso as member of the Board of Directors, approved 66.5% of votes in favor. #10, renewal of Ms. Giulia Fitzpatrick, as member of the Board of Directors, approved to the tune of 92.8% of votes. 11, ratification of the interim appointment of Mr. Daniel Schmucki, as a member of the Board of Directors, approved 93.26% in favor. Ratification then of the interim appointment of Mr. Johannes Dijsselhof, as censor. Approved with more than 60% of votes. #13, ratification of the interim appointment of Mr. Gilles Arditti as censor, 92.96% in favor. #14, ratification of the interim appointment of Mr. Pierre Barnabe, as member of the Board of Directors, and then as censor. Approved 92.4% in favor. #15 appointment subject to condition precedent of Mr. Gilles Arditti as member of the Board of Directors of the company, approved 99.85% votes in favor. 16, appointment subject to condition precedent of Mr. Bernard Bourigeaud, as member of the Board of Directors of the company. #16 approved 98.59% of votes in favor. #17 appointment subject to condition precedent of Mr. Thierry Sommelet, here present with us, as member of the Board of Directors of the company. Approved 98.6% of votes in favor. #18, appointment subject to condition precedent of Mr. Michael Stollarz, as a member of the Board of Directors of the company, approved to the tune of 98.93% of votes. #19, appointment subject to condition precedent of Ms. Caroline Parot as member of the Board of Directors of the company. Approved more than 99% of votes in favor. #20, appointment subject to condition precedent of Mrs. Agnes Audier, as member of the Board of Directors of the company. More than 99% of votes in favor. Appointment subject to condition precedent of Ms. Nazan Somer Ozelgin as member of the Board of Directors of the company, #21, approved to the tune of more than 99% of votes in favor. #22, renewal of the mandate of Grant Thornton as Statutory Auditors. Approved 99.94% of votes in favor. #23, acknowledgment of the termination of the mandate of IGEC as substitute auditors. Approved to the tune of more than 99.9% of votes in favor. Approval of the information and Corporate Officers' compensation referred to in I of Article L.225-37-3 of the French Commercial Code, #24. 98.54% was in favor of that. #25 approval of the elements of compensation and benefits paid for the financial year ending December 31, 2019, or awarded for the same to Mr. Gilles Grapinet, Chairman and CEO. 73.34% of votes in favor. #26, approval of the elements of compensation and benefits paid for the financial year ending December 31, 2019, are awarded for the same to Mr. Marc-Henri Desportes, Deputy Chief Executive Officer. Approved to the tune of 74.76% of votes in favor. #27, the approval of the compensation policy applicable to non-executive directors, working through 99.85% of votes in favor. #28, approval of the compensation policy applicable to the Chairman and CEO. Approved, 96.5% of votes in favor. #29, approval of the compensation policy applicable to the deputy CEO. Approved to the tune of 96.54% of votes in favor. #30, authorization granted to the Board of Directors for the purpose of purchasing, holding or transferring shares of the company. Resolution 30 approved more than 96% of votes in favor. #31, authorization granted to the Board of Directors to reduce the share capital by canceling self-owned shares. Approved to the tune of 98.53% of votes in favor. #32, delegation to the Board of Directors of authority to decide the issue of shares as part of a public offering with an exchange component initiated by the company without PSR on the securities of Ingenico. #32, approved 99.59% of votes in favor. #33, delegation to the Board of Directors of authority to decide the issue of shares without PSR reserved for people with certain characteristics, #33 approved by more than 99.9% of votes in favor. #34. Delegation to the Board of Directors of authority to decide the issue of shares or securities, giving access to the share capital without preferential subscription rights in consideration for contributions in kind relating to equity securities or securities giving access to capital. Approved to the tune of 97.98% of votes. #35, authorization to the Board of Directors to grant performance shares to the employees and corporate offices of Ingenico and/or its affiliated companies. #35 stands approved, 93.8% of votes in favor. #36, amendments subject to condition precedent of Article 19 of the company's bylaws to amend the age limit applicable to the Chairman of the Board of Directors. Approved more than 96% of votes in favor. #37, delegation to the Board of Directors of authority to decide the issue of shares and/or securities giving access to share capital and/or securities carrying a right to the allocation of debt securities while maintaining preferential subscription rights, and this is resolution number 37, which stands approved with 87.63% of votes. #38, delegation to the Board of Directors of authority to decide the issue of shares and/or securities giving access to share capital and/or securities, carrying a right to the allocation of debt securities through public offerings other than public offerings mentioned in Article L.411-2, 11 of the French Monetary and Financial Code, without preferential subscription rights, and that is, therefore, resolution #38 stands approved at 83.23% of votes in favor. #39, delegation to the Board of Directors of authority to decide the issue of shares and/or securities giving access to share capital and/or securities carrying a right to the allocation of debt securities through public offering mentioned in Article L.411-2, 11 of the French Monetary and Financial Code without preferential subscription rights. Resolution #39, 84.51% of votes in favor. Stands approved. #40, the allocation to the Board of Directors of authority to increase the number of securities to be issued in connection with the share capital increase with or without preferential subscription rights. #40, approved with more than 82% of votes in favor. #41, delegation of the Board of Directors of authority to decide the increase of the share capital through capitalization of premiums, reserves, profits or other items. Resolution #41, more than 99.9% of votes in favor. That resolution #41. #42. Delegation to the Board of Directors of authority to increase the capital of the company with the removal of the preferential subscription rights to the benefit of members of the company's savings plan as employees and executive officers of the company and its affiliated companies. #42, stands approved. More than 89% votes in favor. #43, authorization to the Board of Directors to grant options to subscribe for or to purchase shares to the employees and corporate officers the company and/or its affiliated companies. #43, more than 96% of votes in favor. So stands approved. 44, authorization to the Board of Directors to grant performance shares to the employees and corporate officers of the company and/or its affiliated companies. That stands approved, 90.8% of the votes in favor. #45, the amendment of Article 2 of the company bylaws in order to provide for that raison d'etre of the company. #45, stands approved more than 99.9% of votes in favor. And then #46, amendment of Article 16, the company's bylaws in order to determine the terms and conditions of the appointment of Directors representing the employees. Stands approved. More than 98.6% of votes in favor. #47, amendment of Article 17 of the company's bylaws related to the Board of Director's managerial decisions, stands approved with more than 98.6% of votes in favor. #48, amendment of Article 20 of the company's bylaws related to the director's compensation to comply with the provisions of the PACTE law. Resolution #48 stands approved with more than 98.6% of votes in favor. #49, amendment of Article 26 of the company's bylaws related to the censors of Board of Directors, more than 98.6% of votes in favor. There resolution #49. #50, amendment of Article 18 of the company's bylaws in order to enable the Board of Directors to take decision by means of written consultation. Stands approved more than 98.6% of votes in favor. And #51, concerning powers. Approved to the tune of more than 99.9% of votes in favor.

Thank you very much, Charles-Henri. Dear shareholders, you can find all the results on our Internet site. I'd like to thank you, of course, for your favorable votes on all these resolutions, especially at 99.99% for the approval of our raison d'etre, 99.59% on the central resolution to approve this operation projected with Ingenico. And of course, I would like to thank you on behalf of all the members who have been renewed, and I like to thank you personally for your trust by having renewed my mandate at the Board and at the -- as the Chairman of this company. And of course, we will try our best to create more value for all our stakeholders, in the framework of our very large vision for the creation of value for all the extra financial operations of this beautiful company. I'd like to declare this general meeting close. I'd like to thank you for your participation. I would like to thank all the people from the legal department, from the Investor Relations department, and Human Resources for having held this general meeting in these complicated situation, but still a very highly productive one. Thank you very much for your attention. [Statements in English on this transcript were spoken by an interpreter present on the live call.]