Worldline SA (WLN) Earnings Call Transcript & Summary

[Presentation] [Interpreted] Ladies and gentlemen, dear shareholders, on behalf of the Board of Directors, I would like to bid you a warm welcome for the Shareholders' Meeting of Worldline for 2022. After 2 years, marked by virtual meetings held behind closed doors, we're very happy to be able to hold this meeting in person once again. For me, it's an opportunity to meet you the first time in person since I was appointed to the Chairmanship of the Board, but also since the purchase of Ingenico took place at the end of 2020. Like last year, this meeting will be streamed directly live the Internet in French and English. And following the presentations by the corporate management and the statutory auditors, we'll have a Q&A session, a question-and-answer session. If you're attending remotely, you will also have an opportunity to ask your questions via the Internet through the online broadcasting interface, and we will answer these questions during the session. Alongside me here, I've got Gilles Grapinet, our CEO; Marc-Henri Desportes, Chief Operating Officer; Gregory Lambertie, CFO; Charles-Henri de Taffin, who is the Human Resources Manager; and Sébastien Mandron, who is the Director in charge of Corporate Social Responsibility. So I'd like to open the shareholders' meeting at this point. First thing is we've got to set up the committee of the AGM. We have the scrutineers who will be Bpifrance, shareholder of the company, represented by Mr. Thierry Sommelet. And then SIX Group AG, shareholder of the company, also represented by Mr. Daniel Schmucki. Thank you to both of you, gentlemen, for being with us today. Charles-Henri de Taffin will be the Secretary of the meeting today. So we now can act validly. We have a committee for the AGM. The Deloitte and Grant Thornton firms have been duly convened also. They indeed are our statutory auditors. I'd like to welcome Madame Virginie Palethorpe, who represents the joint auditors. And I'll give the floor straightaway to the Secretary so as to recap the documentation, the agenda and the quorum.

Thank you. Ladies and gentlemen, dear shareholders, I'd like to recall that you've been convened here at a combined general meeting at the invitation of the Board of Directors decided upon on the 26th of April 2022. The agenda and the text of the resolutions were published in the notice of meeting that was published in the BALO publication gazette on the 2nd of May, 2022. And then the convening notice was published on May 23, 2022 in the BALO and also in the Journal Spécial des Sociétés. In line with legal requirements that were enforceable, the documents that must be communicated to the shareholders' meeting were published on the website of the company during the 21 days preceding the meeting and for others, they were made available to shareholders in the 15 days preceding the meeting. I'd like to suggest, therefore, that we will dispense their authors from reading out these reports. Regarding the universal registration document, I'd like to recall it's accessible on the website of the company in the Investors heading. Also, you can obtain a copy of it on request from the company. The total number of shares to be taken into account to calculate the quorum is 226,309,719 shares, representing 259,010,764 votes taking account also of double -- dual voting rights, a buildup by certain shareholders who've been holding their registered shares continuously for more than 2 years. This general meeting is being convened here. The first invitation, it requires a minimum 20% quorum of shares with voting rights and for the extraordinary part, a minimum quorum of 1/4 of the shares. After taking account of the attendance sheet and the votes and the proxies passed on before the general meeting, the quorum is at 80.66% for the ordinary part of the session and the same percentage for the extraordinary part of our combined meeting. I'd also like to point out that this quorum was finalized on the evening of -- on the day before, rather, the meeting at 3:00 p.m. Consequently, we are duly convened and connect validly as a combined general meeting today. And before moving on to vote upon the resolutions, I will communicate to you the definitive quorum figures. Concerning the agenda of the meeting, 39 resolutions will be put to you for approval this year. You've taken cognizance of the resolutions in the convening notice and the notice of meeting, published on the 2nd and 23rd of May 2022. And I confirm that the company received no valid request to feature points or items regarding resolutions on the agenda of the general meeting according to the framework provided for BALO B8 on the side of shareholders or on the side of the Social and Economic Committee. I'd like to recall also that this meeting was convened in order to make decisions on the agenda that you see on the screen before you today. In particular, the approval of the annual accounts and a related party agreement, the renewal of the terms of office of Board members and statutory auditors, amendments to the bylaws, including ones relating to the transfer of the head office, items to do with the compensation packages and also the usual financial delegations. I'll give the floor now to Mr. Bernard Bourigeaud.

Thank you. I'd like to tell you who will take the floor. Firstly, we'll have our CEO, Gilles Grapinet, who will present the update on the last year's activities. Then Marc-Henri Desportes, our Chief Operating Officer, will present the operating activities. Then Gregory Lambertie, the CFO, will pursue the presentations and represent the financial results for 2021, the highlights of the first quarter of 2022 also, and also the objectives, the guidance for this year. And then Gilles Grapinet will come back again and will present a point on the stock market performance in 2021 and also the ambitions we have, under our Ambition 2024 plan, in particular, in terms of our corporate societal responsibility. Then we'll have a presentation of the report on the corporate governance. The Chairman of the Remuneration Committee, Luc Rémont, is unfortunately away on business abroad at the moment and can't attend, and he has asked Danielle Lagarde, who is a member of his Remuneration Committee, he has asked her to represent him today. And she's also an independent member of that committee and she'll present the report from the Remuneration Committee. Now Virginie Palethorpe from Grant Thornton will then present the reports of the statutory enters on behalf of the joint auditors before our Q&A session. And then you'll be able to ask all the questions you like, of course. We'll field all your questions after the presentations. And we'll answer, of course, also the questions that will have come in, in writing. We will conclude our meeting by voting here the session upon the resolutions put to you. And also, we will announce the outcome of the polls on the resolutions. So Gilles Grapinet will now make his presentation.

Thank you very much, Mr. Chairman, dear Bernard. Thank you. Good afternoon, dear shareholders. I am so happy to be able to come back to an in-person AGM again this year because we missed meeting you at our last two sessions. So I'd like to start off, as Bernard said, by presenting the summary of what happened in the last year in 2021. Lots of things going on in the company. And then I'll give the floor to Marc-Henri and Gregory, who will talk about the more operational and financial performance items. And then I'll come back to bring up other items, especially the medium and longer-term perspectives of the country -- of the company, sorry. So let me start off by underscoring the fact that we have indeed fulfilled on our strategic road map that we set up for ourselves, perfectly in line with the priorities that we set ourselves in February of 2021. So we have 4 priorities, the first one being to execute the budget of the year and we have come up with very sound financial results. That was our intention. That's what we've done. I'll come back to that in a minute with, in particular, the speeding up of the growth throughout the year, with the prospects of coming out of the pandemic in the second half of the year and growth accelerating up to 10.2%, and I'll go back to that in a minute in the second half. The second priority, as you know, was to embark on the strategic review of the TSS division after the acquisition of Ingenico. And as of February of 2020, as soon as we completed the acquisition, we said we were going to focus on the strategic review on this particular global business line, was it going to be retained more in line or would it fly with its own wings. Now we made a lot of progress on that in 2021. And at the start of 2022, we received a binding offer that was accepted by your Board from the Apollo Company. So this activity will become independent from now. The third priority, whilst pursuing the integration of Ingenico and implementing our synergy program, fruit of previous acquisitions, we pursued the consolidation in the industry going on in the payments service industry that is in Europe. And since we were IPO-ed in 2014, we were part of that process the whole time. We've progressed a lot in the last year. We made 4 additional acquisitions. I'll go back to them in a second. That represents for your group a lot of developments, especially in the south of Europe, where we were underrepresented. Our footprint was really too small in the past. And finally, we also wish to be capable, after the acquisition of Ingenico and after going through all of our strategic points with Ingenico in 2021, we wanted to present to the markets our medium-term strategy. And we held -- we had an Investor Day held at the end of October last year. And there were some conclusions about the future prospects of the company that I'll present to you in the short while. So let's have a look at the financial results, that Gregory will go into the detail of later on. The first point is that 2021 was a good year for us, in spite of all of the imponderables around because of COVID. And in many geographies, we had lockouts with the administrative closures of certain entities and so on. And travel restrictions, tourist restrictions, business travel restrictions. So a rather chaotic year for many merchants. But we said we'd achieve at least 6% of growth, and we did 6.8% in actuality, with a lot of growth in the second half, as I said earlier, which was 10.2% in the second half of 2021. Even though we had to contend with new lockouts at the end of the year, totally unexpected in certain of our geographies, like the Netherlands, for example, or Austria. And we tend to forget it, maybe. But between the end of November and the Christmas holiday period, the Austrians were, like in China a few weeks ago, totally locked down again. And the retail outlets were -- couldn't operate and so on. So in the context of the pandemic, we think it was a pretty sound performance. And also, we had to manage the consequences of the semiconductor crisis because of the manufacturing of payment terminals that needed certain items, and we had to try and equip merchant clients. So our guidance was 6%. So the figure we achieved, we think, is quite a feat, given what was happening throughout the year. So apart from growth, we also improved the profitability in terms of the OMDA, almost 220 basis points better actually. And that corresponds, of course, to the operational leverage, especially in the second half, but also because of the rigorous execution of all of our synergy plans, especially on costs, but in particular, thanks to the first year of operations with Ingenico. And we did essentially better than the objective we set ourselves to convert to the June 44% this OMDA into free cash flow. And we achieved 44%. And that reflected the rigorous management of the cash of the company, its ability to encash money from its clients and keep control over its expense flow. The second priority, apart from the operational and financial results that were robust, is the fact that we made progress too on the possible divestment of TSS, the payment terminals. This was a considerable activity. Here, you have the main steps, the main milestones. And don't forget that we concluded the acquisition of Ingenico only in November 2020. So we spent the first few months together, looking around what was going on in this business activity. And along with Ingenico, we've put together a business plan for the combined entities and so on. And we also, in parallel, pursue the strategic review of the process for this business area. We had not preconceived ideas, but we wondered, should we keep it? Should we IPO it, partially, whole or what? Are there trade players interested in this? There might be a strategic trade partnership to be done. And it's an asset that would give interest to investment funds to perhaps. So we look through all of that and under the supervision of the Board, of course, in the first half, the process went on. And then that led us up to when we published the earnings for Q3, it led us to make an announcement that we decided to divest this business activity, and we indeed concluded a deal with an investment fund. So this will be deconsolidated from our accounts, hence forth, and we want to finalize the discussions underway with the fund ASAP. As we said at the time, we have named it upfront, but it is, of course, the Apollo Fund. And we, therefore, received the binding offer that was accepted by your Board concerning the divestment of terminals, valuation of EUR 2.3 billion worth. And we immediately engaged in operations to crystallize this promise of purchase with the regulatory consultations of our staff, representative bodies and all of the regulatory authorization that must be obtained around the world. And we hope to conclude the deal in the second half of this year. So it's a fundamental transformational operation, really, this one, just 3 major benefits for us. Now the first one is for the TSS business activity itself as it will be independent as Worldline did with Atos some years ago. It will be able to deploy its full potential, and it will -- if there's a possible trade war that takes place, most of the clients in the terminals activities are direct competitors of Worldline and it's not easy to act in that arena. So -- it's also for the Worldline Group, the possibility is mentioned here of refocusing on our core business. It's not the hardware side of things but the service payment, service dimension. Also, our growth profile is perhaps a bit different. These are rather mature market, the terminals market, very distributed and the long-term growth prospects are perhaps slightly positive, but it's not double-digit growth in other words. And finally, in the context where the interest rates are going up quite a lot, we'll go back to that later on, it was an opportunity to deleverage the company massively in a big way, following the acquisition of Ingenico to enable us to be more agile, nimble, strategically speaking going forward for future acquisitions. So it was a decisive step along the way. And I have a lot of gratitude for the TSS teams and the Worldline teams, I really must extend my thanks to them. They helped us to stick to our time line on this. And the third priority, to pursue consolidation in Europe. A lot of banks are opting out of payments activities. These days, they recognize that when leaders like Worldline emerge with the arrival of new players too, it's harder for the banks these days to be competitive. So that enabled us last year to conclude 4 new acquisitions: 2 in Greece, giving us now a market share of about 25% in the Greek market, which is quite a promising market. There's a lot of liquidity done in Greece and a lot of transactions in cash, but also, it's the second largest tourist country in Europe with more than 32 million annual visitors. So tourism in the payments business area is one of the big levers to bring in revenues and growth. And then Sweden. Sweden with the acquisition from Handelsbanken, which is the second largest Swedish bank, of its commercial acquiring activity. And a distribution partnership with this big Swedish bank bolstering our position, making us #2 in Scandinavia at this point. And the third big acquisition, third big country that we made a move in is Italy, which is where Nexi, of course, is largely present. We've been trying to strengthen our footprint in Italy for quite a while. And there are a lot of cash transactions there too. So the signature of the strategic partnership and the acquisition of the activities of the subsidiary of BNP Paribas, initially called BNL, in commercial acquiring, that is, this was a major move. So all of these operations taken together represent the acquisition of 400,000 relationships with merchants, a lot of potential revenue development and that will grow merchant services quite a lot for us in the future. And we have high hopes that we'll replicate this kind of operation with European banks more and more in the coming number of years. And -- for the last few years, we've known that a time would come when the banks would opt out of payment services in Europe and this is how we were IPO-ed ourselves a while back. And so we're in the right place these days to be part of the consolidation of the industry. So last point I have to recognize. And also, I'd like to congratulate them all. I'd like them -- to thank them for the rigorous execution of the 2021 plan despite all the constraints of the pandemic. In your companies, just like many others around the world, almost 80% of our headcount were able to carry out tele-work during the whole of 2021. So they couldn't move around. They couldn't visit their teams in other countries. They couldn't have physical meetings. So all this has meant and allowed us -- allowed all our employees, due to their motivation and commitment, to ensure all our service activities for our merchants, governments and banks throughout Europe and the whole of the world. So we've had no operational incident to speak of in 2021. Despite of the difficult conditions, we were also able to anticipate a rebound that everybody was expecting after the pandemic. So we stopped recruitment for almost 12 months, but we were able to relaunch recruitment in order to deal with the strong growth that we felt was coming. So we launched a recruitment campaign during the second half of 2021 and all this meant an awful lot of activity. Of course, we delivered the 2 synergy plans that we had ongoing in parallel. So we have the end of the SIX Payment Services quite end of 2018, so third year in 2021, and we also had the synergies with Ingenico for the first year and those were extremely well executed by the team. And then finally, we wanted to use the acquisition of Ingenico, and this is what we said at the beginning of exchanges to Ingenico. We knew that if we put these 2 companies together, we have the opportunity to have -- to create a huge machine in terms of Merchant Services. And this was one of the first synergies that we wanted to carry out in terms of the integration plan. And -- so this is one of our great satisfactions and the penetration of the market -- gains in market share in 2021. And so this just strengthened, consolidated the impact of the joining of these 2 companies. So we were also able to renew all the large contracts that we were able to gain from Equens and Dutch banks and others that were able to see their activities to us and other contracts were renewed at the end of 2021. So those are the highlights, and those make me very satisfied to see the commitment of our teams. Also the teams of Ingenico as well who are working hand-in-hand with Worldline. This -- so 2021 was a very intense year with some important achievements in line with what the management team presented to the Board, and I will come back to you in a moment to talk about the midterm perspectives. Now I'll hand over to the Finance Director, and he will explain the excellent results to you.

Thank you, Gilles. Thank you, and good afternoon, everybody. So I'm going to start my presentation by commenting the performance of the services -- Merchant Services. 2021 was the first full year where the effects of the merger with Ingenico were able to be observed. The commercial development was quite remarkable for many aspects. So the first market share showed the competitive edge that we were able to acquire, so -- and Merchant Services represents 2/3 of our activities, especially on the 3-year plan. So since the beginning of this year, we started publishing information, financial information and commercial information, which is more detailed. And we comment on those very regularly, and this is what I'll do in the next couple of slides. So the first point is a strong growth of the number of payment points operated by Worldline, where this is on the web, in tellers or whatever, gains in new contracts for national or international players, partnerships to enrich our offering and also to start monetizing our very central position in terms of the payment ecosystem. Finally, and this is the result of everything said before, the MSV results, the turnover for merchants to -- for electronic payments through the connected payments and through our acquisition platforms, and you see that 2021, this increased much more quickly than the growth on the market. So this is a very clear sign of the good development of the company. I'm going to start with commercial dynamic for Merchant Services, which is the first driving force of Worldline, the first source of growth in 2021. We're 120,000 merchants on our platform. And so 1.1 million merchants, as you will have seen in the film at the beginning of the general assembly. So at the end of '21, 12 -- an increase in 12% and this growth was for physical merchants, increased by 10% and also for the online merchants, where growth there was 21%. In fact, our main challenge for 2021 was supplying the payment terminals due to the crisis that we're seeing in terms of electronic components. So it's dynamic and it's the result of our portfolio amongst other things which have all the needs of the merchants and which has simplified payments for them. For small merchants, we provide packaged, plug-and-play offers, and we have online subscriptions, simple digital enrollment in terms of retailers. We supply very personalized offers, and we include services which allow us to stimulate sales and also omnichannel solutions, solutions on online and also a large international coverage as well. So this regular growth of our base of merchants, of course, shows an increase in retail activities in Europe, and this allows us to be ahead in terms of our objectives, so to integrate more merchants in 2022 to 2024. This is a plan which is currently ongoing. Now to go back to the signature with the major merchants in the fourth quarter, so I'm going to focus on the first -- or fourth quarter. So in terms of the relevance of our offering, I wanted to talk about 2 categories. First of all, I want to give you a concrete example of the way in which we increase our portfolio with existing merchants. And then I wanted to talk about some new merchants that we have gained from competitors. So these are the merchants that we've developed activity with. L'Oréal for example, we've increased the number of brands, which are covered. We've included Valentino, La Roche-Posay, which we are accompanying along their digital transition with SHEIN. We've increased their geographic coverage. And Aldi, we have provided a special offer in terms of new merchants served for the omnichannel solution. We have KOSTAD and The Kooples. So we have dynadot with a cross-border solution, Motorola and Kilo.Health. So this is the quality of our international corridors, so online payments towards specific geographies, and this made a difference in terms of the different countries that they deal with us. We presented during our Investor Day in 2021, we have had a special strategy in terms of orchestration of the ecosystem of payments and this has created extra value. So our single entry point -- so this gives us a key advantage, strong activity in terms of the eco -- the payment ecosystem. And this position allowed us to sign numerous partnerships during the year with fintechs and also digital companies. You can see lots of names on this particular slide. So this partnership approach is one of the growth accelerators at Worldline. And on the one hand, you have supplementary services proposed by partners, for our merchants and also the possibility to attract new merchants due to a service offering, which has been enhanced. So it's a virtuous circle. From that point of view, we are playing our role as an orchestrator. And we use the position of our company, which has been constructed and built over several years. Now let's go to the factual data. All our actions contribute to the growth of our MSV, so this is merchant service value. So it's the turnover from merchants that we cash for them in terms of electronic payments. So the volume of Worldline there increased 11% for 2021, [ 262 million ]. So this EUR 264.6 billion. So also, we gained market share in terms of reserves, 7% and 10%. So with the first quarter, which was marked with a lot of restrictions in many countries, the main countries, as Gilles pointed out, the MSV has accelerated quarter after quarter, and supported the growth of our turnover. We were therefore able to deliver double-digit growth during the second half of 2021. Not just compared to 2020, but also compared to the MSV of 2019. So you can see the different years on the slide. And in terms of 2021, this recovery -- this was without the pickup in the travel industry, which was quite limited. So this is a real opportunity for the future for us and especially for this year. So we've seen that traveling is really taking off again. So what you can see on the blue line of this slide, we continue to have a very positive trend at the beginning of 2022. So this makes us confident so that we can realize our growth ambitions for this year. We're determined to continue with this and to accelerate developing key solutions. So this will allow us to improve commercial performance for our customers. Now all these success and these commercial developments are the fruit of the group, of the work and the group. And this is backed by robust expertise, which has been proved through our acquisitions and the implementation of our synergy plans. In terms of the 2 main achievements, SIX Payment Services in 2018, Ingenico in 2020, we were able to achieve synergies that were identified as planned. Just to remind you, you have the figures on this slide, EUR 110 million for SPS, and the total of that will be made by the end of the year, EUR 230 million for Ingenico. 30% has already been delivered in 2021, as announced through this operation. So the integration that has given major advantages, and this allows us to deliver increasing synergies, and we can always rely on a single platform, and I will talk about that in the next slide. So we have also been through technological transformation. This is based on 2 pillars, conversions of applications and solutions, moving towards a single solution, migration to the cloud, so the improvement of cloud technology so that we can have the best scalability and speed for our operations. So in terms of our single platform, this is operational. So all these different components are delivered and currently working with certain volume and customers. But they don't allow -- and they will allow us to move our transactions towards this platform to increase our efficiency by 40% on the objective by 2024 is: one, to have 24% of volume and 80% of transactions on this platform by 2024. So the cloud solutions, intense use of the cloud technology, this has provided structural advantages such as maintenance, simplified production and major savings in terms of IT costs, and also has increased agility so that we can provide new functionalities and new products. So this new technological architecture was designed to increase our efficiency and also to provide a single experience for our customers. Now the last slide, this is backed by plans. We have the management team who wants to make our company, Paytech, a leading pay taker. So we are investing massively in our products and also in our solutions. So we have a community of developers and experts that is world-renowned for innovation and excellence, expertise in terms of technology and also in payments. So we have the offers and the teams, which allow Worldline to achieve accelerated growth, which will create value. So this is the end of my presentation. I'm now going to hand over to Gregory Lambertie so that he can present the financial performance of 2021. Thank you.

Thank you, Marc-Henri. Good afternoon, everybody. Let me start with the key figures for 2021, which reflects the solid financial performance delivered in 2021 and the reaching of all the objectives. So turnover, EUR 3.7 million (sic) [ EUR 3.7 billion ] organic growth. You can see the figures on the board, a strong acceleration in the second half of the year, which compensated for the weak growth in the first half of the year, which was impacted by COVID. EBO, EUR 933 million. So improvement of 220 basis points and equal scope. So we've been able to deliver on synergies, so acceleration of the growth in the second half of the year. So a disposable cash flow, EUR 407 million. So this was over 120 basis points. So the net result for -- the net result group share, EUR 440 million. Profit benefit per share, EUR 1.53. So this slide presents performance per service each year. So -- we've had Merchant Services, 8.2%, they increased their growth in the first quarter. Financial Services, 3.1% over the year and 5.2% of the second half year. MTS, organic growth of 6.8% and 9.3% in the second half of the year. So after the first half of the year impacted by COVID, all the activities recovered strongly in the second half of the year, organic growth of 10.2%. In terms of profitability, having been impacted by the negative turnover in the first half, profitability increased significantly in the second half of the year due to the acceleration of growth and due to the operational lever and also the synergy plans that were put in place. Profitability of Merchant Services increased -- was up 220 basis points due to various factors and also including transversal actions and productivity. Also, an operational lever benefited, and this was due to the acceleration of turnover. The margin of FS was up by [ 15.31 points ], but this was affected by tariff concessions and the historic contracts of Equens, despite significant improvements in the cost base. So the profitability of MTS benefited from an increase of 20 basis points to 14.9%, and also from rigorous management. Finally, in terms of the central costs, we continued with our streamlining efforts, and we reduced by EUR 23 million over the year. So that was an improvement of 75 basis points. Globally speaking, the good performance of '21 confirms our -- is in line with our plan, our 3-year plan. So now let's look at the other elements of the profit and loss. So this is excluding TSS. So nonrecurrent element, EUR 364 million. So -- and also, patents, EUR 189 million. The integration costs and acquisition costs, EUR 86 million. So this is integration cost of Ingenico and also SIX Payment Services. All the increase concerning the turnover 2020, of course, needs to be explained within the context of the integration of Ingenico. The operating result for the whole of 2021 was EUR 304 million. Financial -- net financial cost reached EUR 38 million, an increase by EUR 9 million on 2020, and this was due to the full year effect. And the interest from Ingenico bonds and new bonds from OCEANE and the cost of taxation, EUR 64 million. So a reduction of 180 basis points. So the income, the net group income reached EUR 191 million. So these were in line with the IFRS 5 standards. Depreciation of EUR 900 million, tax impact of almost EUR 150 million. So negative net result of EUR 751 million for 2021. However, the net profit was EUR 440 million, i.e., 12% of the turnover and the diluted share profit reached EUR 1.53 as against EUR 1.45 for 2020. Now what about the cash flow statements? The main items in the generation cash flow are the following. The amount of EUR 226 million in terms of operational investments is quite in line with the target set of 5% to 6% of the revenues. We plan to accelerate our investments as of 2022 in a bracket of 5% to 7%, in line with our new 3-year plan. The variation in the working capital requirement in 2021 provides a positive contribution of EUR 62 million, reflecting the alignment of our contractual conditions between Worldline and Ingenico. This should be normalized, levelized in 2022. The integration costs are fully in line with the forecast and are mainly connected with the Ingenico and SPS. All told, the free cash flow for fiscal year 2021 stood at EUR 407 million. That is 43.6% of the OMDA, excluding all contributions of TSS and in line with the trajectory of our 3-year plan. This good performance reflects our ability to execute our synergy plans, as Marc-Henri said, whilst optimizing implementation costs. And also by strictly enforcing our cash management policy. Let's have a look now at the development of our net debt in the group, down to EUR 2.923 billion at the end of 2021 as opposed to EUR 3.211 billion at the start of the year. This deleveraging is mainly connected with the strong cash generation during the course of 2021. The other points to be mentioned are the impact of the acquisitions and divestments closed in 2021, EUR 315 million worth mainly, concerning the acquisition of Handelsbanken and Cardlink and also the effect of the booking of TSS according to the IFRS 5 standards, which contributes EUR 486 million and corresponds overall to the free cash flow generation in 2021 by the entity. If we add the amount that will be received at the time of the closure of the divestment of TSS to the net debt at the end of 2021, the theoretical debt level of the group at the end of 2022 represents about 1.5x the OMDA. And as you know, there were a few further acquisition moves made in the earlier part of this year. So let's now look at the first quarter of 2022. We're well on the way to achieving our objectives. We think for 2022, this fine performance in terms of growth was in spite of the headwinds that we hadn't anticipated during the first quarter, the current geopolitical crisis in Ukraine and the immediate enforcement of international sanctions against Russia. In terms of organic growth, all of our divisions fed into the results of the first quarter. Double-digit growth of our merchant activities up by 15.8%. Our performance of Financial Services and MeTS, that are quite in line with our expectations with a strong first quarter for MeTS. And the start of the year, that was in line for Financial Services with the trajectory provided for this year -- forecast for this year. In the first quarter also, we finalized the acquisition of Axepta in Italy and the merchant acquiring activities of ANZ. These 2 transactions provide a significant contribution to the merchant services activities with about EUR 230 million worth of additional revenues on an annual basis and double-digit growth and a strong increase in our merchant base with about 110,000 new merchants in our portfolio. Finally, the finalization of the divestment announced of TSS to Apollo is well on track, as Gilles said in his introduction. It's well underway. And we've already received the opinion of the works council, and we hope to fully confirm our timetable with the finalization planned in the second half of this year. On the basis of this very strong head start in the year, we've confirmed at the end of April the annual guidance for 2022 and our medium-term ambitions. In the first quarter of 2022, the revenues of Worldline stood at EUR 939 million, posting sound growth, organic growth of 11.6%, driven by Merchant Services at 15.8%. This service line represents now 67% of the revenues of Worldline and it will build up the strong growth in the payment volumes throughout the quarter in terms of the in-store activities and also online activities and our commercial momentum with the new merchants that we onboarded on our platform. Financial Services posted organic growth of 2.5%, as planned, with good business developments, enabling us to offset, in part, the effect of the historic renewals of the Equens contracts. Finally, MTS also posted organic growth of 8.4% and availed of strong activity -- project activity with new clients and existing clients as well as some momentum in the transactional activities in the sector of transportation. All told, this strong performance in the first quarter confirms the trend observed in the last quarter of 2021 and falls into line fully with our trajectory for our plans for our forecast, that is for 2022. On this basis, we confirmed our annual guidance that I'd like to recall: Organic growth of 8% to 10% and improvement in the OMDA margin comprised between 100 and 150 basis points compared with the pro forma margin estimated for 2021 of 24.8% and also a conversion ratio of the OMDA into free cash flow of the order of 45%. The lower part of the bracket of the objectives for 2022 integrates COVID-19 -- localized COVID-19 restrictions and temporary restrictions, also limited resumption of international travel and some disruptions that would be limited in the delivery of terminals, payment terminals connected with the extension of the current shortage of electronic components, of course, and the impact throughout the year of the international sanctions on the e-commerce activities of merchant services in Russia. I'll give the floor back to Gilles now. Before concluding, he'll present an update on the stock market trend in our business sector in our industry, and he'll talk about Ambition 2024 for our group and also this year's overall strategy.

Thank you. Following what Marc-Henri, Gregory and myself recalled a while ago, I'd like to go into some more details about what struck us so regarding the market developments in the payment sector and especially technological stocks in the last part of 2021. All the players in digital payments in the world, that is, the Americans and the Europeans, everybody saw their high valuation point in the course of 2021. They went through a high point. And all of our industry around the world started to go down as of the second half. In Europe, it was the third quarter. And behind these trends, there are very unusual abrupt reasons. And of course, we didn't escape those consequences. They are exogenous, they're externalities. Nothing to do with our industry. Firstly, you have some deep-seated reasons that we have on the top of the slide here. The change in the macroeconomic context because we were coming out of the COVID crisis, but there was overheating of the economy in the second half and the return of inflation, putting pressure on wage rises, prices and some shortages in many commodities. And also in the payment sector in the U.S., we saw certain investors starting to think that there was a possible disruption on the side of players like FIS, Fiserv, Global Payments in the U.S. their consolidation in the industry in the U.S., of course. And they started that FIS, Fiserv and Global Payments, they -- it was thought that they might lose market shares because there were more innovative players born in Silicon Valley. And since February of 2022, as you all know, we're contending with a massive shock wave of the invasion of Ukraine by Russia and the consequence in terms of hyperinflation of that and the shortages in critical commodities that have run -- have made certain economic activities grind to a halt. And in areas that are very exposed to energy sources from Russia, of course, well, it's pretty disastrous. There's a lot of hyperinflationary pressure in countries like Germany. Obviously all those major upheavals, we had a turnaround in the monetary policies of the central banks. They thought that the fight to abate inflation was a priority compared with the supporting of growth. And I mentioned the overheating after the COVID crisis, but they started to really hike the interest rates up after the easing policy that went on for many years to support growth, to shore up growth because of the many and varied macroeconomic shock waves that we all went through in the last few years, the subprime crisis, the sovereign crisis and stuff. So there is a major about change, a major game changer, really, and we've had negative interest rates for many, many years. So this is a huge change impacting all companies that are growing because growth is less fashionable than it was. But you see the markets had to absorb all these macroeconomic shocks that were aggregated together and they -- that led to two waves of drops in stock prices in the Payments segment, even though we were highly performing industries, highly performing companies, and we often overshot our guidance. Now the -- that is in the second half of 2021, we saw an about turn in the valuation of our industry at large, as I said, sped up by the narrative about this disruption possibility that was borne in the U.S. And the companies I mentioned in the U.S. were concerned by some European companies, too. And they saw a contraction in their valuation of about 30%. And this was for all companies in our industry, of course. And the multiple on average, that was about 18x. The OMDA moved down to just 13x at the end of 2021. So the multiples shrank. We went down quite a lot in terms of valuation. This was industry-wide. Then in the start of 2022, there is the second wave of drops. Our type of activity started to go down with others in the industry. But then we saw new players coming into the payments industry. Some names are familiar to you, like Adyen in Europe or Square in the U.S., they were beneficiaries of the disruption hypothesis, they saw a huge drop in their stock price of 45% since the start of the year and 70% since their all-time high in 2021. So all of this against the backdrop of collapsing of valuations of the tech companies in general, including the big technology platforms that are well-known, like in the U.S., digi stocks, techno, which is a big index in the technology industry like ours, 30% down between this all-time high in 2021 and what happened after. So the collapsing in the technology stocks, sorry, and also changes in the paradigm macroeconomically speaking, too, of a substantial extent that you see on the next slide. We, therefore, are on the left. We think we're consolidators, traditional consolidators in the payments industry. And our U.S. colleagues are mentioned here, too, as you see. And if you compare this with the 7 -- sorry, the 7th of June 2022, the drop in valuations on average in our sector of industry compared with the all-time highs we all had, well, we now stand at -- before a drop of about 40%. So the other segment you see in the middle, these are new players in the payment segment that were born about 10 years ago, Adyen, Total, Square, PayPal and so on. And their drops in valuation are of the order of about 70%. Obviously, they're more in line with the drops the technology stocks. We mentioned some here, Uber, Netflix, Facebook and so on, Spotify down by about 60%. So the -- this is like a crash in the technology stocks. And that affected companies like ourselves, that are technology companies. And obviously, this is part of the whole backdrop we're contending with. So we've seen an abrupt correction in the stock values of our industry. And in spite of the high quality of our results, we just didn't escape this groundswell trend. But it's to do with externalities. It's exogenous factors, nothing to do with what's going on in the payments industry and the sound companies in it, and it's nothing to do with the quality of our earnings or our prospects going forward, I'll go back to that in a minute, that are considered to be really robust and promising. And that's really the next point. So it's a total decorrelation essentially between what happened at the middle of 2021 and the financial performance of your group and then the -- this break, this disconnect that took place all this sudden. There was always a good correlation between our stock price and our financial earnings. And then there was this disconnect, as you see here. So here you see the different 3-year plans that we fulfilled rigorously each time, each and every time. We started off with a growth ambition of 3% to 5% and the OMDA margin of 19%. And the next one, the following one, growth, we were shooting for 5% to 7%. And the OMDA margin, up 2 -- 21% roughly, as you see here, growth in 6% to 8%, OMDA margin progressing at 24%. And in the period, the stock price have -- were aligned and slightly correlated. You see the equity story here on the screen. Now the new plan, much better than the previous ones. Look at the high numbers here. And the major transformation that place was Ingenico, of course. But now from now on, we hope to deliver 9% to 11% growth. As you see, that's our ambition on the margin, circa 30%, 300 basis points. This disconnect in the stock price, total disconnect with the stock price, as you see, compared with performance levels that have been better and better, very robust. So there's a total dislocation in the marketplace -- decorrelation, not reflecting the track record we had. So there is a kind of panic mode, like we had temporarily here in the first wave of COVID period, as you see here in the middle of the screen that I'm pointing out right now. This is what happened in the first wave of COVID when the stock price plummeted because there was panic in the stock market. Of course, this created a major shock wave, but it went up again after that. Now this decorrelation that we see here is also identified by the analysts, of course. There are 18 analysts covering our Worldline stock right now in their reports. 90% of them have a buy recommendation for our stock. And the objective of the average stock price for them is EUR 63 ,60% of an upside potential. They've analyzed our 3-year plan, these analysts, and they think it's credible and totally within our reach, feasible. And that brings me to say -- that brings me on to say that when you're a captain of industry here in Worldline, you have this quality that we have in our management team, we feel in our position that there's no point in crying and lamenting about what's going on in the market. You need financing capability when you've got to get involved in strategic acquisitions. You got to be ambitious, and there's no point in crying over spilt milk, so to speak. So this is just the way it is. And we have an action plan that's clear and sound opposite all of this. We want to continue doing what we do well, execute our plan, deliver results that will be in line with the expectations and objectives that we've set ourselves. Gregory recalled this a while ago, our prime ambition is deliver our plan, growth to 9% to 11% in the coming 3 years. And we finished off 2021 very well with the second half at more than 10%, and we have got off to a head start in 2022, quite in line with the pace expected already. And the second thing is that we're going to pursue the execution of the strategic dimension of our plan 2, that is obviously pursue the business development that Marc-Henri commented upon, also our strategy regarding synergies that we want to derive from Ingenico. And we've got off to a good start, as Marc-Henri said, at the start of this year. And also, pursue technological and innovation development. We're going to be developing -- researching and developing a lot more than EUR 200 million worth, going into solutions for our platforms and solutions that we want to invent in the future. That's the best thing we can do for the market. And we want to be an active consolidation player in the industry. As I said, there are shifting sands out there. The banks are looking for partners more and more for payments to help them to adapt to the payment transformations going on. And also, we've got to bear in mind, this is a hyper volatility period. The investors have seen all these macroeconomic shocks going on, and they've withdrawn from the equity markets, some of them, because they don't know where we're headed because of all the uncertainties, there's central banks, geopolitics, hyperinflation, some commodities becoming scarce, and the transformations going on in their economies that's necessary to abate the problems of climate change. So more than ever, we've got to work side by side with investors. We've been doing that with the Investor Relation teams, Gregory and Marc-Henri. We've seen more than 800 investors in the last 6 months, and we continue talking to them individually, so as to describe to them the exceptional period we're going through the payments sector that you shouldn't throw the baby out with the black water is what we're telling them. We can generate free cash flow. We have an established track record in terms of growth. We can execute our integration plans and do it well. They are not promises that we're giving in thin air. We have a good track record on this. It's an exceptional market phenomenon where in Europe, which is a much better market in terms of electronic payments than the U.S. where there's more cash still that should move to payment platforms, banks more than -- still hold more than 1/2 of the market, and they're making a transition towards companies like ours these days, the banks. And it's a question of critical mass in Europe that nobody else has. Nobody else has forged a leadership position like Worldline has done, with the support of our Board and our shareholders, of course. And that is we're going to continue doing and hammering home. It's the message we're going to hammer home to the analysts and the investors. Our peers in this industry have the same devaluation of their stock problems like we have, and they're putting in the same efforts as we are, of course, and I'm convinced that none of us has delivered over the last 9 months a profit warning or a revenue warning or has changed their medium-term prospects or guidance. There is no fundamental reason for this dislocation, this disconnect I showed you on the screen with the stock price. So it's something that will have to be corrected, will be corrected over time. So I'd like to finish on this, talking about the ambitions for 2024, and this is what we have the opportunity to mention. I just wanted to say since listing on the stock exchange, we have also profoundly transformed Worldline, and this is in line with what we predicted in 2014. So we wanted to accelerate organic growth of Worldline and make it an active player in this industry, create a leader -- a European leader as well. Now due to this combination of that we have carried out, Worldline has multiplied its turnover by 3, and more than doubled its organic growth, as I said before, multiplied by 4. It's surplus operating costs over by 700 basis points its profitability rating. We have realized the first phase of the transformation. And despite the drop in the stock and in terms of our stock market listing, we have performance which is -- of more than 50% in terms of the performance rate. And now from our transformation is much more visible when you look at the main businesses where we have managed to multiply and increase size of Merchant Services, EUR 400 million when we started in 2014. And now it's close to EUR 3 billion this year, so multiplied by 9. And this is our first growth engine. So -- and we think this growth will achieve more than 10% a year. We've also more than doubled the Financial Services and -- and so this has made us a partner which -- a vital partner when a bank is thinking about its -- the future of its activities in terms of payments from that point of view. And moving forward, I'd like to point out that we have also improved the quality of Worldline. We've transformed its activity portfolio. We've derisked its exposure and -- which is very strong in Benelux countries. And so this is what you can see on this next slide. We have a presence, which is very balanced in many countries, which are leadership countries in terms of payment services. We're not dependent anymore on certain geographies as we were a couple of years ago. And this is due to the acquisitions, Equens, SIX Payment Services and also Ingenico. And so this has given our group not just a stronger base also the ability or distribution ability that Marc-Henri annually talked about through the partnerships. And this map is about the activities of Worldline payment services, but it's also the amount that shows partners when a brand in terms of payments wants to have access to the European markets, wants access to banks and merchants, they look at this map and they know they have to talk to Worldline. Worldline is able -- is quick to allow a company who wants to penetrate the European market to be accepted in point of sales, in e-commerce as well as in physical sales. It's also a unique capacity, way of accompanying merchants who want to become more and more international. So in all the distribution groups and retailers, they want to group together their payment activities in one -- just one single contract and there are very few companies that can do this. So this consolidation strategy has a rosy future. In all the different regions of Europe, 55% of this activity belongs to about 200 banks and these banks are now thinking strategically about this activity and the need to use industrial players like us. So that was our 3-year plan. And I'd just like to finish by saying that, of course, the 3-year plan that we have carried out was based on 3 main trends. And -- so the first was the increasing complexity of the ecosystem, which is something positive for us and it will calculate a number of different brands in terms of payment services, who want to set up in Europe, want to create an alternative to Visa or Mastercard and create very powerful companies for payments. But this complexity, which the merchants are experienced lots of different brands that they have to deal with. And one of the -- this is one of the value proposals that we offer is that we simplify things and this allows them to concentrate on the retail activities. Then we've got technology. So this activity was basically a banking activity, and it's become an activity where technology is more and more important. The critical mass of Worldline is very important in that respect. We have a platform, as I said, and a pan-European presence to accompany the merchants who are becoming more and more international. So it's all this research at the very heart of the 3-year plan, which I will summarize in the next slides before I give the floor back to the Chairman. Accelerating growth over the next 3 years and really profiting of the -- from the recovery in the post-COVID era, more and more electronic payments, digital payments. So the competition, differentiators that we have created, increasing profitability, and this comes from an acceleration of growth, execution of the synergies, strengthening this role of an innovator and orchestrator and having partnerships with third companies, so we can distribute them or -- and also the continuation of sectorial consolidation. So -- while contributing to a more responsible economy and also take into account all the stakeholders through our Trust 2025 program. The Trust 2025 program is the matrix where we carry out our corporate social responsibility, environmental policy. This is an activity that I am directly responsible with the Director of Corporate Social Responsibility, who is here in the room. He has a very sort of ecosystemic vision of things and all our partners are involved in this as well, the shareholders, our customers, our partners, our employees, the company and in the broadest sense, also the local communities that we accompany. And also our production and coproduction ecosystems. So our company is one of the leaders in terms of corporate CSR. So we are subject to many different assessments, and I have a great pride in telling you that we have 17,000 employees. And so we -- this has made our efforts in terms of CRS, so this has allowed us to distinguish ourselves. And so -- and also, we have -- we signed contracts for 10 or 12 years with banks. So it's important that they know that this company does what is necessary to exist over the long time and long term and takes into account all the needs of its partners. So I've come to the end of this presentation. I just want to point out that we have the great satisfaction to have delivered on the 2021 results. These were fully in line with our ambitions. We will continue this in '22 acceleration, which is in line with the 3-year plan, consolidation of the different sectors that we were able to move forward with the next -- last year, new prospects for them. And then the 3-year plan, which is the most ambitious that we have ever had since we were listed on the stock exchange. And we were able to take advantage of all the benefits of the acquisition of Ingenico. So -- and this is mentioned on this slide. This is your company, and we want to reach between 9% and 11% of growth. So the OMDA, we hope to be more than 400 basis points over the 2022-2024 period and then a conversion of the OMDA, you already saw the results overall. So thank you for your attention, and I'm going to hand over now to the Chairman.

Thank you, Gilles. Thank you to the -- all the team for these very clear presentations. I'm going to talk about governance of your company. And let me remind you that the details on the functioning of governance are in the universal registration document for 2021. And so I would urge you to consult that. So I'm going to concentrate and focus on the most important aspects. As we said at the beginning of this meeting, governance of the corporate governance has changed this year with my nomination in October last year as the Chairman of the Board. And Gilles Grapinet will be the CEO. So despite separating the Chairman of the Board and the CEO functions, on the recommendation of the Nominations Committee, we decided preserve the function of the reference administrator so that we are in line with the best governance practices, but also to take advantage of the major experience of Georges Pauget. As we said last year, the Board is made up of 19 corporate offices and 2 representatives of employees. So we have a censor as well, and we also have a representative from the Social and Economic Committee. So the Board is composed of independent corporate offices to the tune of 70%. 41% are women and an equivalent proportion of foreign corporate operators. Their current composition comes from this desire to have a balanced board, especially after the [indiscernible] between Worldline and Ingenico. It takes into account the level of independence as well as the agreements that come from the operations carried out by the group, and it allows us to have adequate representation of strategic partners, amongst others. So SIX Group AG, which is a major partner group; Bpifrance, which is a significant shareholder; and DSV Group, which is a partner in terms of a joint venture, PAYONE joint venture with the [indiscernible], the German [indiscernible]. Also, the Board is balanced in terms of diversity and gender parity and also in terms of competence and expertise. The current composition allows the Board to benefit from different profiles and this provides complementary competence, especially in terms of payment services, investment strategies and governance, but also in terms of risk and compliance, but also CSR. And you will also see on this particular slide, the very high number members of the Board who have deep knowledge and experience of the payments landscape and world. And this is not common in terms of CAC 40 companies. The diversity and the complementary nature of the different profiles, different competencies and skills of the Board members are perfectly illustrated on this slide. Throughout 2021, so 1 year after the acquisition of Ingenico, we had an external evaluation of the Board carried out and this assessment on the details are in the universal registration document, especially -- and this highlighted, especially the fact that the structure and the composition of the Board is well adapted to the company. And it brings together the adequate competencies due to Board members who are extremely well involved. This assessment also show the very positive dynamic within the Board, and it underscored in particular, the relevance of the different subjects covered as well as the quality of the preparatory work done, and the quality of the debates. But what is also very important is the relationship between the Board and the management team. This is based on respect, transparency and also trust. And so the Board is extremely efficient and the decision-making is very fluid. So progress made over the last couple of years in terms of governance, that progress will be continued due to the improvement plan, this continuous improvement plan. And this is under my supervision and also under the supervision of the reference board member. I have -- the lead independent director. So I have a weekly meetings and I met personally with the members. And I can say that we have high-quality relations and also good communications between the corporate offices and also with the management team. And we are very satisfied with that. In terms of the Board 2021, this was a very dense full year if we look at the different work carried out and the nature of the different subjects that we handled. The Board have met 13 times in 2021 with a presence rate of 75%. In terms of the 5 different committees of the Board, they met between 3 and 9 times a year with a following of almost 100% presence. So this remarkable presence shows the commitment of all the different corporate offices. Your Board and its different committees have been extremely active in 2021, especially in terms of integrating Ingenico, in terms of the major evolutions, in terms of the group's scope, this has been gone into detail. The strategic review of [ TTS ] services and terminals and disposal, which is currently being finalized. There have also been some external factors such as the pandemic, the COVID-19 pandemic, and more recently, the war in Ukraine. The corporate office has also worked thoroughly on the major strategic axis for the group. If we look at the evolutions in the market, investment strategies, and this was to prepare the 3-year strategic plan. This plan was communicated in October last year. And of course, this is an important development step for the group. Each year, we organized a 2-year seminar for the whole of the executive committee and also for the Board, and this is where we discuss the strategy of the group. The Board reviewed the remuneration of the managers. And this will be looked into in a moment. We also worked collegially on the composition of the Board so that we could define a trajectory to gradually reduce the size of this and become close to the standards. But we wanted to achieve a balance and also, of course, have the smooth functioning of the Board. Apart from a review of results, budgets and objectives, financial communication, the Board also looked at risk, compliance, cybersecurity. Extra financial performance was monitored and the Board has also worked on the corporate social strategy for the group and also the corporate social -- CSR program, which has been implemented. This is called Trust 25, and we have a dedicated committee on CSR with Georges Pauget, our Lead Independent Director. We are also -- also did our work in a very open spirit with the management team. So the Nominations Committee began discussions and work in 2021, and this was to potentially reduce the number of corporate officers so that we can have a size, which is more in line with the boards of other companies, comparable companies. So we -- this is to respond to a concern which has been expressed by a number of shareholders. And on the recommendations of the Nominations Committee, the Board decided to gradually reduce its size and to have a kind of a target size of 13 corporate officers plus 2 administrators that represent the employees, and this is by 2024. So this reduction in size will be very progressive, and it will start in 2023, for the year 2023. And during that year, the Board will lose 2 corporate officers, the censor as well, and there will also be 2 other further reductions in 2024 so that we can have 13 corporate officers. We want to maintain the balance and the smooth functioning of the Board as well as the complementary nature of the profiles and competencies. So we are pursuing our work with the Independent Lead Director and with myself in order to identify those Directors who could leave the Board in 2023 and 2024. So we are being guided by this idea of quality of treatment and the objective of having a balanced representative of key shareholders and also strategic partners. And we also want to have a high level of independence and preserve the complementary nature and the robustness of the different profiles and competencies. So in line with the quality of treatment of directors decided by the Board, all the profiles will be reviewed and discussed independently of the date of renewal of the term of office so that we can achieve the most -- the best adapted configuration. So we propose the renewal of Directors whose mandate is coming to an end this year. So I'd like to remind you that their biographies are available in the convening brochure. So very quickly, let me remind you of their names. George Pauget. And I talked about the importance of him as the Lead Independent Director and also because of his past experience. Then Mette Kamsvåg, whose experience in terms of payments are recognized, especially in Nordic countries. And this, of course, is very valuable for our company. Then we've got Caroline Parot, who previously was on the Board of Ingenico, and she provides experience as an independent director previously and also is a member of the Auditing Committee. Luc Rémont, who has executive experience and a lot of experience, operational experience. He is in charge of the Remunerations Committee. He played a major role in terms of improving our practices in this respect. Dr. Michael Stollarz, he allows the Board to take advantage of his major experience in Germany, which is a key country for Worldline. He is CEO of DSG, which is a very important partner for the group in its PAYONE joint venture in Germany. Susan Tolson, she allows us to benefit from her financial expertise and also she gives an Anglo-Saxon point of view, which is very useful. Then next, we have Johannes Dijsselhof, sorry if I'm mispronouncing your name. He provides us with his experience as CEO in SIX Group, which is the prime shareholder in the group and a strategic partner for Worldline. So all of these terms of office are up for renewal at this shareholders' meeting. Also, I'd like to recall that the term of Office of Marie-Christine Lebert, who is with us today -- she is a lady Board member representing the employees. Her term of office is due to expire at the end of this meeting. And Mr. Arnaud Lucien, who is also a Board member representing the employees, he resigned from his post and this will take effect following this shareholders' meeting in order to anticipate the effects of the divestment that's underway of the terminals business that he is part of. The Economic and [ Social ] Committee of the company renewed the office, reelected Marie-Christine Lebert -- congratulations, Marie-Christine, as the Board member representing the employees and appointed [ Mr. Olivier Laurio ] for the second post. Olivier Laurio, who is with us today too. If the proposal to amend the bylaws that you will be voting on later on, if this motion is carried, well, then the duration of their term of office will be 1 year. Now the Board, upon the recommendation of the Nominations Committee, already intimated that the composition of the committees would not be changed if the renewals proposed are approved by this meeting. I'd also like to recall that the composition that you see displayed on the screen right now shows total compliance with the recommendations of the Afep-MEDEF code. Also, each committee is composed of at least 50% of independent members, in line with the best market practices. So that concerns the governance of your company. I'd like to invite now Danielle Lagarde, who is an independent member of the Remuneration Committee, to present the report from the Remuneration Committee in the absence of the Chairman of that committee, who is Luc Rémont.

Thank you. Good afternoon, everybody. This is Danielle Lagarde. Ladies and gentlemen, dear shareholders, in the absence of Mr. Luc Rémont, who is the Chairman of our Committee, who expresses apologies and has asked me to speak in his stead today, I'd like to, therefore, present the report from our Committee. My presentation will concern, for a start, the main items of compensation for 2021 of the corporate offices and also the compensation policy that will be applicable on them this year. Also, you will find all the details, by the way, in the universal registration document for 2021 that I would invite you to refer to. I'll now therefore focused just on the more salient points. Firstly, the 2021 compensation package, the ex-post say-on-pay. Now firstly, the compensation of the Board members and the censor, the total package stands at EUR 911,000 in 2021. That's substantially below the total package that stood at EUR 1,200,000. Also Mr. Bernard Bourigeaud, Chairman of the Board of Directors, receives only fixed annual remuneration for his post, the annual amount of EUR 300,000. His remuneration pro rata temporis for 2021 stands at EUR 56,539. Insofar as he took his post -- he took up his post on the 25th of October, 2021. And if you don't mind, we move on now to the remuneration of the executive corporate officers for 2021. Now the Remuneration Committee studied in detail the consequences on the remuneration of the strategic focus to divest from terminals business operations as reflected in the 3-year plan announced this year. Concerning the variable annual in-cash compensation, the objectives were not adjusted to take account of this strategic orientation to divest from the company, from terminals business operations. But we adjusted upwards to take account of the M&A operations conducted during the course of the year. Also, this holds true for the objectives associated with the supplemental pension scheme that the CEO avails of, which is also based on annual objectives. Conversely, the Board decided, upon the recommendation from our committee, to adjust the objectives in terms of the internal performance conditions associated with the multiannual stock-based compensation to take account of the announcement of the 3-year plan, reflecting the strategic orientation to divest from the terminals businesses, communicated upon in public at the same time, to the market that is and to the employees. However, the Board of Directors has listened to the recommendations concerning votes and the opinions expressed by the shareholders at the previous shareholders' meeting concerning these adjustments conducted last year concerning the 2020 objectives in view of the exceptional context of the COVID-19 pandemic. In this way after holding debates with the main part is concerned, the Board decided to reduce by 25% the total number of stock options and performance shares that would exist by virtue of the 2019 plans and the ones that would be vested in July 2022 for the corporate officers. In doing this, the committee took account of a major need, which is to motivate our people and to retain the beneficiaries. And more generally, in terms of fairness and competitiveness in terms of the compensation packages in the context where we've got to attract and retain highly talented people. This is a major challenge in this industry. And we've got to particularly maintain the community of interest with the shareholders. In this regard, we've got to recall that the positioning of the remuneration of our corporate officers remains at levels that are, in fact, lower than the lowest quartile of companies in the CAC 40 index. So the details have been set down transparently in the Universal Registration Document. I think at this point, I'll come on to talk individually about the items of compensation of the executive corporate officers that were in line with the policies for compensation for 2021, applicable to each of them, adopted by yourselves last year. So firstly, let's look at the CEO, Mr. Gilles Grapinet. We have the details here on the slide, in particular, the fixed annual compensation of EUR 691,154, supplemented by cash variable compensation package of EUR 761,624 in line with the achievement of the objectives set down by the Board and the granting of performance shares and stock options in respect of fiscal 2021 for an amount of which the fair value under IFRS standards has been estimated as a total of EUR 1,368,800, it being recalled that these securities will be delivered or will be exercisable only in 2024 if the performance conditions pertain. And by the way, Mr. Gilles Grapinet did not receive any remuneration by virtue of his Board membership functions. Let's now look at our Chief Operating Officer, Marc-Henri Desportes. This is resolution #21 here on our agenda today. The items are as follows, as you see on the screen: fixed annual remuneration of EUR 398,462, supplemented by cash variable remuneration of EUR 375,037 in line with the level of achievement of objectives set down by the Board and the granting of performance shares and stock options in respect of fiscal 2021 for a total amount, of which the IFRS fair value is estimated at being a total of EUR 809,101. And I'd recall that these securities will be delivered or will be exercisable only in 2024 if the performance conditions have been achieved. Mr. Marc-Henri Desportes received no remuneration in respect of his functions as CEO of Ingenico Group SA. Let's now look at the 2022 remuneration, that is the ex ante, say on pay. I'd just like to say that gradual revaluation was decided upon last year. No revaluation is being proposed this year. But the question will be raised again next year given the positioning of the current pay packages of your corporate officers and given the current context. Now when it comes to the compensation policy applicable to nonexecutive corporate officers for 2022. Firstly, the remuneration of the Board member. The total package of EUR 1,200,000 will remain unchanged for 2022, just like the compensation policy that you see in detail here on the screen. Just like previous years, Mr. Gilles Grapinet, the Board members representing employees and the person appointed by Bpifrance will not receive remuneration in respect of their office as Board member or committee member. The compensation policy for 2022 that's already underway, of course, that's applicable to Mr. Bernard Bourigeaud for his term of office as Chairman of the Board of Directors, that is annual fixed remuneration of EUR 300,000, that remains also unchanged. Let's now have a look at the compensation policy applicable to executive corporate officers of the company for 2022. And that [indiscernible] was decided on last year. The compensation proposal for 2022 will be broken down as follows: for the CEO, fixed compensation of EUR 750,000; short-term target variable compensation corresponding to EUR 117,000 -- sorry, 117% of his fixed remuneration, that is EUR 880,000; and multi-annual remuneration made up of performance shares and stock options that will be attributed or granted in the course of fiscal 2022, IFRS fair value standing at EUR 1,370,000, it being recalled that these securities will be delivered or will be exercisable only in 2025 if performance conditions are achieved. For the COO, fixed remuneration of EUR 440,000; short-term variable remuneration that target value corresponding to 100% of his fixed remuneration, that's EUR 440,000; and multi-annual remuneration in the form of stocks made up of performance shares and stock options, which will be granted in respect of fiscal 2022, and the IFRS fair value of this stands at EUR 810,000, it being recalled that these securities will be delivered or will become exercisable only in 2025 if the performance conditions are achieved. The supplemental pension scheme and the compensatory guarantee availed of by Mr. Gilles Grapinet will be maintained without any change compared with last year for 2022 as well. Also, I'd like to point out that in order to support the ambitions and objectives developed in the context of the corporate, societal and environmental responsibility policy of the group towards 2025 and in order to align to the best markets practices, the Board of Directors decided to introduce a combined -- a criterion that all combine external performance relating to societal and environmental responsibility into the short-term variable remuneration policy for executive corporate officers. This criterion will represent 20% of the short-term variable compensation in respect of the second half of 2022. Now the slide you see here shows you that the position is balanced and transparent, totally aligned to the performance of the group in the short term and long term. Let's move on now to the presentation -- the main characteristics of the stock-based multi-annual compensation plans for the period between 2022 and 2024. You're familiar with the structure of this. We're combining here performance shares and stock options, just like in previous years. The definitive vesting of these shares and stock options will be subjected to the satisfaction of demanding transparent, quantified and verifiable performance conditions measured over a period of 3 years. These conditions are based on 3 financial metrics to the tune of 80% and 1 nonfinancial indicator, a combined indicator, to the tune of 20%. The financial indicators concerning the internal performance of the group remain unchanged compared to the previous years, correspond to the -- to key factors regularly communicated upon to the shareholders in order to monitor the achievement of the ambitions of the group, that is revenues, OMDA and free cash flow. The nonfinancial indicator connected with societal and environmental responsibility of the company this year is underpinned by a combination of external indicators and internal group indicators, unchanged compared with last year, with the exception of the introduction of a criterion relating to the reduction of CO2 emissions in the context of the Science Based Targets initiative. The latter is now replacing what we used in the past, connected with the Carbon Disclosure Program used in the plants in 2020 and 2021, which the group has already achieved the highest possible score. So it becomes redundant now when it comes to the objectives for the reduction of CO2 emissions. And elasticity curve enables us to accelerate upwards or downwards the percentage of vesting for each indicator as a function of the level of achievement. I'd like to point out that the percentage of total vesting can in no case be higher than 100%. Finally, we introduced, as of 2022, a rule for prioritization of vesting of the performance stocks and the stock options not yet definitively vested on the date of retirement of an executive corporate officer in order to align ourselves to the best market practices in this respect. This rule shall be enforceable on the plans granted as of this year. Mr. Chairman, ladies and gentlemen, dear shareholders, I'd like to thank you for your attention.

Thank you, Danielle. So I will now invite Virginie Palethorpe, who represents the Board of Auditors. So at the same time, I'd like to ask you not to read the report because these reports already exist in the reference document. So you have the floor.

Thank you, President. I have the pleasure on behalf of Deloitte and Grant Thornton to talk about the year, which closed December 31, 2021, and give you a summary of the various reports issued. So I'll do view a summary of all the reports. First of all, concerning our reports relating to the approval of the annual and consolidated accounts, these are Page 316, 249 in the Universal Registration Document, which is available on the company website. The objective of our work, in accordance with the professional standards, was to obtain reasonable assurance in line with the accounting standards, also the Worldline and annual accounts drawn up in the -- with the French accounting standards. So in order to do this, we had an approach and diligence that have been adapted to the organization of your group, its specificities and the risks identified on the basis of quantitative and qualitative criteria. We relied, as necessary, on the internal control framework, which was put in place by the company, and our 2 firms worked in France and abroad with lots of entities on your group. And so we looked at day-to-day operations as well as specific events of the year. I would also like to recall that your work took -- that our work, excuse me, took place in the context of COVID-19, which created special conditions for the preparation and audit of the accounts for the financial year. In 2021, the key points of audit identified, as given in the relative weight in the accounts as well as a high degree of estimation and judgment necessary for the valuation, relate to the consolidated financial statements, the recognition presentation of the Terminals segment -- Solutions & Services in assets, liabilities to be divested and discontinued operations in accordance with IFRS 5. The second point concerns the finalization allocation of the Ingenico purchase price, and the last point is the transactional activities. In terms of the annual accounts, the valuation of the equity sources, and in particular, the valuation of the Ingenico share has taken into account the proposed sale of the TSS business. All our work and the detailed conclusions have been regularly shared with the management and the Audit Committee of your group and, of course, with the Board. On the basis of this work, we certify that the consolidated accounts and the annual accounts of Worldline are regular and sincere with regard to the accounting standards in force, and they give a true and fair view of the result of the period and the financial situation of your group. Our reports also reflect the specific audits provided for by law that aim to ensure the sincerity of certain information given in the management report, the report of the Board of Directors on corporate governance and the documents sent to the shareholders. And we have no comments to make on these subjects. The company published for the first time the annual and consolidated financial statements for the 2021 according to the single electronic information formatting application of the European regulation. And we have no comments on this subject. Moreover, in application of European regulation, Worldline also published pro forma consolidated financial information, which reflects the impact of the disposal of TSS activities as if it had taken place on the 1st of January 2021 for the income statement on the 31st of December 2021 for the consolidated statement of the financial position. Our report on this pro forma financial information is on Page 248, Universal Registration Document and does not call for any specific comments. With regard to a special report on the regulated conventions, Page 320 of the Universal Registration, during the year, an agreement was approved and concluded with the DSV Group concerning the final terms of Worldline's contribution to its payment activities in Germany and Austria to PAYONE GmbH, a joint venture created with the DSV Group. We have no comments to make on this convention. This report also recalls the agreements already approved by the General Assembly and whose execution continued during the past financial year. Finally, Deloitte also issued a report presented at Page 226, concerning the consolidated statement of extra financial performance, for which it certifies the compliance of the declaration with the provisions provided by law and concluded that there were no material misstatements relating to the information provided. As part of the assembly meeting and an extraordinary basis, we issued 7 reports that refer to resolutions, 28 to 38 and on the intervention of the Board, carried various operations. And these reports do not require any comments from our side.

So thank you. Now we will go to the Q&A session. So I'm going to ask Charles-Henri to be the master of ceremonies for this particular section.

Thank you, Bernard. I don't know whether there are any questions in the room. We've got some hostesses with roving mics, and they will come to you so that you can ask your questions. We also have some written questions that have been posted on the platform.

So good morning, [indiscernible]. I'm from [indiscernible], the management company. We had one company. On resolution #6, which will integrate the mission bonus. Can you tell us about this resolution for this year?

So good morning. This is what we do every year. And this is part of our usual policy.

This is what we did when we acquired SIX Payment Services. And each time there's a very significant operation, which impacts our capital, then we proceed in this manner. And this allows us to match the reserve, and this is in case we have to pay out for any dividends. So go ahead.

Good afternoon. I'm just a shareholder. Two questions. The first, I'm a bit surprised this presentation is all very nice, very interesting. But everything is good, everything is positive. And I noted that there are no threats and risks for the future, whereas many things are in the pipeline. So no anomalies. So there are some, however, which are quite significant. So it's a picture which is all very rosy, but I would have liked to have had you talk about the expansion of the company. What are the difficulties that we may encounter in the future in terms of competition, in terms of the world events that are taking place? So I would have liked a bit more information and like things to be put into perspective. So in terms of the remuneration in general, I'm a bit surprised to see the difference between the CEO and the delegate CEO, the corporate COO. I can see the EUR 2.8 million. So that's the total for the COO. So the fixed plus the stock options. I don't know anybody. I've been a shareholder for a long time. So I don't know anybody here. So the COO -- so this is a big difference. And these remunerations don't correspond to this -- the post. I'm talking about 2021. And thirdly, as shareholders, we do this at our own cost. So we do this -- we are shareholders at our own cost. And you talked about the weakening of the tech sector, but some analysts are talking about specific problems concerning terminals. But I didn't see that in your analysis. And those people who bought at EUR 60, how long will it take them to recuperate their outlay, their initial money?

Thank you for your question. And okay, we can't -- I can't talk about the issue of remuneration. I just want to talk about the -- like our plans. So we have continued to adapt our remunerations of corporate officers, and this is in line with the review that we carried every year. So -- but then going back to your first question. You are quite right, and I would like to reassure you immediately. And this was mentioned in the presentations given by the President of the Board and the activities of the Board and specifically the Audit Committee. So -- and a lot of our activity concerns analyzing risk, preparing plans and to confront those risks. And so like any companies, we do risk mapping for the company, and we measure the efficiency of our response mechanisms or the need to reinforce those mechanisms. So there are many risks that exist for all companies. So let me start with the most important risk that you mentioned. This is a capacity to preserve the competencies within the company and to recruit enough competencies and train people to -- in a sector which evolves very quickly. We want to be a brand of excellence, for us to be recognized as an employer of excellence. We want to maintain and make loyal our employees. We want to -- people to think about the future with confidence. So of course -- so those people who -- so remuneration is in line with effort. And so those are the kind of risks that we manage. You also mentioned the risk of technological evolution and the competition risk for the censors. So this is a constant monitoring that we carry out in terms of our investment plans, EUR 900 million for a platform, and this allowed us -- because we are a company which generates free cash flow, and this allows us to reinvest that money and to fund our development. We constantly, as the Management Board, but also in the Board, we have a competition grid, and this is -- we are part of this grid. We have competitors at different levels. His legacy competitors are banks. They're not tech players because, as I pointed out, that most of these activities are done by banks, and the banks are aware of the evolution of the industry. And they have to deal with those risks. And so we do this through mergers, acquisitions. This allows us to strengthen ourselves and the banks to reinvent themselves and also while achieving economies of scale. And so we also have pure tech players that are in competition with us. Some are in doing -- going through private funding and looking at short-term profitability, but we are now in our scale-up phase. So -- and that is part of the competitive environment. And this is why we accelerated the transformation and our offers and solutions. But this is also part of our corporate culture, the culture of Worldline. This is why for all these years, we have focused with Marc-Henri on the transformation of Worldline to make it a company, which is Paytech, i.e., a fintech company where you specialize in payments. And the technological dimension of that is becoming increasingly important vis-à-vis the legacy activity, which was a para-banking activity. But we have -- so we are more and more focused on the technological dimension. There are natural risks as well, the evolution, the changes in development of cybercrime. So we secure our financial flows, and we also carry out reviews in terms of our exposure to risk. We also have response plans that we review in terms of our investment and expertise. So business is not to go over the risk landscape as -- which would be infinite. So we do our work with the Board, with our partners so that we can provide the appropriate response and also so that we can make our customers loyal, which is also a major risk. As I said, we signed and we have very long relations with our partners. This is one -- this is our business model. We invest a lot of CapEx in that respect. So investment is done over a long time. So the quality of service to the customer, the quality of response, our behavior towards our customers, these are very important aspects in terms of the value and the perception of the company. And so that's just as important as the products. Well, I could -- so I spend about 90 hours a week working on this. So like all people who are involved in such huge projects as this. But I understand your frustration in terms of the stock price. And I'm also frustrated because 70% of my assets is invested in this stock. But now I would say that the market is what it is. It doesn't belong to one company to turn around the perception of tech companies. And if you look at all payment companies, so they can't do anything in the short term. What will happen in the short term, as I pointed out in the action plan, is to, first of all, to focus on the execution of our budget and our ambitious plans, which are feasible. And we have the 17,000 employees to carry those out. And we have to deal with the risk and evolve rapidly. And then to continue to participate in consolidation of this industry, size and scale is extremely important in this business, and the value chain as well requires a certain scale. All companies, even small ones, want to be big companies, but critical -- size is very important. We have to have intense dialogue with investors. We all have -- well, you're an investor. So I know you have to follow the markets. You have to be as close as possible to the investors to capture the right moment when they feel that they should join these very robust companies that have good prospects. So we -- and so we will continue to transform this company as we have done so. And so this will have a positive effect on the stock. But I'm frustrated just as you are and -- but it doesn't stop me continuing daily business.

I'd like to add to the response from the CEO to say that the company, since it's been listed on the stock exchange, has always delivered the results that were announced. And unlike many companies, we -- we also have a 3-year plan. It's completely transparent, very strong indicators to back it up. And so we're moving towards a growth -- double-digit growth with an increase, which is quite significant in terms of our operating margin, cash creation as well, which is quite significant. So there are a few companies nowadays who are as transparent as we are in those aspects so -- despite the risk that you mentioned. The second point, and I would say that nowadays, Gilles Grapinet and Marc-Henri Desportes are very complementary in terms of the work they carry out. Perhaps this hasn't been sufficiently underscored. Marc-Henri Desportes has a very operational role to play, managing on a daily basis. So all the different operations. And Gilles Grapinet, he is much more involved in the development side, not just commercial development but also development of our partnerships. So the 2 functions are absolutely essential, and they're very, very complementary. So Marc-Henri Desportes, who works with Gilles -- who's been working with Gilles Grapinet for many years now, for about 10 years, is preparing to go on to more important functions. So I think I have 2 people who are extremely involved. And I happen to know that is very important for a group because it removes a risk that would exist otherwise. And our company doesn't depend on one single person, which is the case in other companies. It depends on a tandem, which works very well together. And this is backed by an operational team of extremely high quality. So I'm not going to comment on the remuneration aspect, which we have discussed with the Remuneration Committee. Perhaps Danielle wants to add something.

Good afternoon. So I'm also a member of the Remuneration Committee. And what I wanted to say was that on the one hand, as I mentioned in my presentation, the salaries of the CEO and the COO are in the lower part, the lower quartile in terms of the benchmark for the market. And most of the companies, so 99% of companies pay the medium rate. So -- but we are well below that. So -- but it will take us some time to catch up with that for the CEO, but also for the COO. And this is due to his seniority within the company. And so you asked the question why was there such a difference between the 2 salaries? [The interpreter apologizes, the sound for the executive's answer is off-mic.] Well, the gap -- as you know, we work on benchmarks, and those are provided by companies which are specialized, the market. And from one person to another, there will, of course, be a difference. Sometimes it may be significant. [Again, the interpreter apologizes, the sound is not possible to interpret.] Remuneration policy. Well, it would take quite a long time to go into that or even a couple of days. The CEO is in line with the specific benchmark, CAC company -- CAC 40 companies, and the COO also has an equivalent benchmark. So in terms of the function and the scope of these functions, they are positioned in the lowest quartile. If you want to compare this to an equivalent post with other CAC 40 companies, this is a difference in terms of their positions within the company. And this is what we're explaining. This is the practice in all CAC 40 companies, to have such a difference between the CEO and the COO because the scope of responsibility is different, as Bernard explained.

Yes. Can you hear me? Yes. I just want to hark back to the stock price. We're all interested in that. Indeed, there has been a very strong correction. But when we look at the figures, the capitalization value, I mean, the multiple is 25. It's not unreasonable really. So is this correction something that is not due to the excessive developments of the past where maybe people overbought tech stocks, and now we're coming back to more concrete realities? In the present time, inflation has picked up again. The context has changed. There is a lot of money that's flowed towards the tech industries at large. And perhaps that might explain why the stock price will never go back to the summits we've seen, the stratospheric levels we've seen in the past.

That's an excellent remark, sir. I would be tempted to share your opinion on that. These stock market ups and downs have affected lots of companies around the world and the tech companies, especially that have been subjected to a violent correction. I don't know if there were excessive developments in the past if we went too high or what. But if you look at companies, including listed companies that have reached EBITDA multiples over 150, 180x not so long ago. So concerning what I know anyway, this is the payment sector. Unlike other tech companies, some were mentioned on our slide, there are 3 things that I think should give us confidence, and I think the investors will come around to this mindset, too. They'll see we're a quality stock, the long term -- very long, structural growth prospects that we have. The electronic payment sector is underpinned mainly -- especially a European company like ours, it's underpinned by a great structural development, which is the move from cash payments to cashless payments. It's not that we've invented a new technological object. This is a societal phenomena. It's because of the digitalization of our economies. It's a groundswell trend, a megatrend. And money will follow suit along with the transformation of what's going on in the transformation of our economies. And we have a real-life advantage compared with the U.S. companies that are more advanced in the shift towards the cashless economy, of course. About 80% of payments are digital. We have about 50% only in Europe. So we have a huge potential to tap into in Europe. The other thing is the fact that our companies are companies with a high leverage effect in so far as we have fairly fixed costs, and we grow the cost with the size of the companies, of course. And our ability -- I mean, we can marginally convert the most recent transactions like we did in Worldline recently. And this is profitable growth. All the tech companies haven't always been able to post such highly profitable growth. Their promise was hyperprofitability, especially with platforms that have claimed one day to become almost a monopoly in their sector of activity. Payments is different. It's something where structurally, we have a business line with economies of scale effects, and we can enhance the level of profitability when we manage the company efficiently. And then the last thing is that this growth is something that generates cash immediately operationally, in the growing ways we saw. So if I look at all these parameters and take them together, it's a tech business line, but really inrooted in concrete development. Now obviously, we won't get back to the level we want straightaway, especially if the monetary policies remain what they are. People will move to other class of assets, maybe they might contain more risk. But I think this area is really interesting for long-term investors interested in generating cash in an ongoing manner. I think when the dust settles, after these violent headwinds, I think the payments sector will come out of the fray as being a high-tech asset that generates cash. In Europe, we have industrial consolidation prospects ahead of us because our market is still fairly fragmented. That will be an accelerator of profitability, too. That's the story we're continuing to write. And the investors are listening to us, but maybe less attentively than in the past with all the things going on around us. But payments company are a category of tech assets that are slightly different to others, I would say.

Yes. There's a gentleman with a point or a question. Yes. Thank you. You've just been given the mic.

Yes. So I want to talk about the dividend. You talked about a 3-year plan earlier with good results potentially. But what about the dividend payout policy? I'd like to know about that. That's my first question. Secondly, regarding the remuneration policy that's often connected with the dividend and the stock price and -- in the remuneration policy, you often see a TSR, or total shareholder return, factor when it comes to performance shares being granted. So it's a bit paradoxical to see that there's not a dividend being paid out, but that the remuneration is quite substantial that's being paid to the main corporate officers. Now it's normal they should be paid attractively. But it's kind of paradoxical, I think, sorry for repeating myself, that there is variable remuneration at such a high level and that there's no dividend being paid out at the same time.

Well, concerning the dividend payout policy, the company has always been clear. It hasn't changed its policy this year. As you have seen, the Board hasn't proposed a payout of a dividend. The priority for us at the moment, in terms of making the best possible use of the cash in the company, is to fund the next cycle of acquisitions, and that is being part of the consolidation of the industry. The Board does review this question very seriously every year, and the Chairman would confirm that. But obviously, there will be a time when we'll think that the consolidation prospects will be lesser -- less decisive for us, and the additional economies of scale might be of lesser interest. And then the Board -- and this -- and will review the situation and will decide to pay out a dividend when the time comes. But this is how it is. The strategic consolidation strategy that we are pursuing at the moment -- for the moment makes us be in this position so that the dividend is not being paid out.

Just to give you an explanation, the plans are connected to performance indicators that are connected to the performance of the company in terms of revenues, cash generation and margin generation. But when it comes to the long-term plans, they are broken down in 2 ways: firstly, the stock-based plans; and then the stock options. Now -- the performance shares and the stock options. The stock options have equivalent amounts. And the stock option part is conditional on performance indicators, but also it can be with respect to the stock market performance. So to that extent, it's correlated to the stock market performance.

Maybe I could just take one of the recent questions that will build the question raised by the gentleman just now. That is regarding the dividend we envision doing a share buyback program. From that point of view, I'd say the same things I said on the dividend. The Board has had debates on this question. And it's considered that it's not in the best interest of the company to use or to incur debt, as Gregory recalled the net -- there's still some net debt in the company. So we're still an indebted company. And we want to drive down our debt, deleverage the company as much as possible. And it was decided that it wasn't in the best interest of the company to engage in a share buyback program at this point in time. This is something that will perhaps be revisited, if necessary, will take as a function of the divestment of TSS and so on. So we also had another question that came in. I see it here on the platform, I'll read it out. The European Commission has given its agreement for the divestment of TSS to Apollo. What are the main steps along the way that remain to be engaged in before the deal is closed? Well, yes, indeed, we've come through a lot of the milestones. We're moving towards the finalization of the process now, and I'd like to thank those involved in the perfect, on-time execution of the industrial relations processes. We had to obtain the opinion from certain entities on the proposed deal, and then the European Commission has validated the transaction, too. But we still have a few other authorizations from the antitrust authorities to obtain and also, work must be done in order to finalize the documentation legally, fiscally and so on with the acquirer. So we're moving forward on track. And we think it will be finalized sometime in the second half of 2022. There's another question here, too, that is coming concerning -- have we got time left?

Perhaps a last question before we vote on the resolutions.

Yes. Could you tell us, please, the state of progress of the European initiative on payments, the European Payments Initiative, the EPI? Well, I'd like to recall that originally, behind EPI, this European Payments Initiative, we saw certain European banks -- there were 20 starting off. Now there are about 15 players that are on board in this. The idea is to set up a pan-European setup that would compete with Visa and Mastercard for card-based payments in stores and also for payments that we're making more and more on the Internet these days or using our mobile phones. So this European Payment Initiative is a pan-European thing. And some years ago, bankers would never have been working on this alongside players like ourselves. But given the footprint we have these days and their importance with merchants in terms of acceptance of means of payment too, the situation is such that we were offered the possibility of joining this venture, joining up and being part of this project. Now the short answer is that the initial version of the project was, unfortunately, impossible to achieve, especially regarding the payment cards that are mentioned, the ones that you use every day, I'm sure, because of certain banking community people that thought that it was too costly, and they weren't receiving subsidies from Visa and Mastercard or at least they were receiving subsidies from Visa and Mastercard and they didn't want to have to pay upfront themselves and be out-of-pocket for this new project, and they were uncertain of the results. So it's a pity that Europe is so dependent on others, American cards. Why go through the U.S. if you are a euro-based transaction? So we want to build up the Europe of payments in the future, and we thought it was our bonds and duty as we're aligned to be part of this. And expert appraisal had to be done to see if the whole venture was feasible. Now the project has decided not to explore a less costly avenue in terms of investments focusing on the 21st century uses. Now on the 21st century uses, in-store payments remain highly important still. But nonetheless, we want to explore the way in which in-store and Internet-based payments can use a cardless solution based fundamentally on the wallet in your mobile telephone, which will trigger a payment from your bank account, especially using innovations in European regulations, instantaneous payments, instantaneous transfers, as you've done yourselves, I'm sure. You can move money in 10 seconds using instantaneous payment means. So this project, it hasn't yet received the go-live approval from its partners, including Worldline, but we think it's a feasible path to tread. And it's a more reasonable level of investment that won't have the same impact in terms of competition compared with the big payment banners of U.S. origin, but it could enrich the European payments landscape and give us a bit more control over certain payments in Europe. And Worldline considers that it could also be in our best interest to be around the table in this kind of payment scheme. It would be the only one where it would be a partner or a shareholder, and we'll have to see how all of that evolves. A player like ourselves, we think, should be part of such a venture and core construct, something that someday may become a major pan-European payment scheme. Now in payments, it doesn't always -- things don't always move forward that quickly. There's a certain amount of inertia in terms of usage habits and so on. So it's a long-term process really. It takes 10 to 15 years to change people's behavior patterns and habits. But 45 years ago, when the first debit cards were issued, nobody would have thought that they would represent almost 50% of large payments these days. It's taken us just a few decades really to get that far. So to move towards electronic payments in some countries, it's a very high percentage indeed of cashless payments. So it took a long time over history to move forward in terms of legal currency and then cashless payments and so on, but it all happens over time.

The last question then we'll take the vote on the resolutions. Yes?

Thank you for the quality of your explanations, and thank you for going into all the details so we can grasp all of the issues at stake. The first question I had, had to do with the divestment of TSS. I gathered that there's a fixed amount and then there's a variable amount as per certain indicators. Now I'd like to know a bit more about the terms of the deal, the variable part especially. Just have some kind of ballpark figure about the final amount that Worldline might encash -- will encash. And what would be the use made of those funds that will come into the Worldline coffers after the closing of the deal? Second question, regarding the maps you showed us, we have a good level of penetration in European markets by the look of it. In the dark green countries, you have a good footprint. But what about the lighter green countries, Spain and the U.K. in particular? What are your plans for Spain and the U.K.? And also saw in Western Europe, a country that was all gray was Ireland. I wanted to know what's the position on that. What's your plans regarding take-up on the Irish market, too? And then I think you said some time ago that Worldline is really focused on Europe and you were talking about diversification, geographical diversification. I think you mentioned Australia. What about the future then? Will Worldline remain just in Europe? There's lots to be done, I know, in Europe, all right and lots of developments going on. But after that, do you think you will extend the geographical footprint and the appetite of Worldline? And the last question has to do with what you mentioned when you talked about the payment players of the older generation and the new generation payment players that are going to be the big disruptors, as they're called, in the industry and that might potentially threaten the future revenues of companies like yours. Well, what should the assets, the main trump cards of a company like Worldline so as to contend with those new players and come to terms with their competition? Can you reassure me on that score, please? Thank you.

Thank you. I suggest we give our CFO the first question, Mr. Lambertie. And then Marc-Henri and myself will answer the second question and the last question, and I'll take the middle question on strategy.

Yes. You're right. There are 2 parts in the price to be paid by Apollo when we close the deal and -- a little bit later on. There's the first half of 2022, that is the deadline, EUR 1.7 billion in enterprise value, therefore, that we should receive. And then the second part, that is the earnout, which is aligned with the return for our partner, Apollo, as a function of the performance of the company and its capability to sell TSS in the future. And to give you an idea of the price levels and the amount of achievement of the business plan that would enable us to receive the earnout, to receive all of the earnout, EUR 900 million worth, you've got to achieve about 90% of the vendor business plan, which was analyzed by Apollo. So as to reach the value level that we've recognized in our books and that we published when we communicated on our financial earnings in February, that is EUR 600 million, that is 80% of achievement. And the payment starts as of 70% of the achievement of the figures. So the earnout will depend on the horizon for exiting the time line and the selling price that Apollo will be capable of setting down to -- for the divestment of TSS. So it just shows that everybody believes in this business line. So regarding the price, and the EUR 1.7 billion that we received initially and perhaps the earnout that we will receive later on, as was recalled by Gilles Grapinet a while ago, we think and our advisers and counselors, supporters listed, there will be a lot of growth opportunities still in the European market, 50% of the market is held by banks still. So these consolidation opportunities that will come up when our net debt would be lightened and at a time when our competitors will be much more indebted than ourselves would enable us to fast-track our positioning, and it would be a key differentiator for us in the future. We talked about the stock market price and -- the stock price and the multiples, but we want to execute our road map and stand out from the bunch, so to speak, have key differentiators in our favor.

And that's a good transition to your second and third questions, sir, where do we want to develop Worldline in the future. You're quite right. You've seen the map, and you've seen all the details, and we're in Central and Eastern Europe, and we're widening our efforts to encompass Italy and Greece, the Southern part of Europe. But we still have the Western seaboard of Europe to take care of. And in a way, we're not totally leader or not even present much there. Now in the U.K., we suspended our operations in the U.K. until we could see our way clearly regarding the regulations that would be enforceable after Brexit. With the [ Rolls Royce ] of assumptions, we froze everything. Now we're starting to see the regulations come out. So we're having a look at the U.K. again. I won't tell you a lie. The U.K. market is quite different to the European -- the other European markets we're interested in. That is a huge one for electronic payments, but it's very much penetrated and occupied by large U.K. banks and U.S. companies. So it won't be top of our list, but we've got to obtain our operating license to operate from Continental Europe in the U.K. And if there's an opportunity that made sense for us in the U.K., we would grasp it. And there's a second country, which paradox, is France. So with some of the leaders in terms -- we're a leader in terms of acceptance of payments, capturing e-payments, but we don't provide guarantees to -- payment guarantees to customers. This is done by French banks. And so France is, historically speaking -- and French banks have been very much attached to this kind of activity in the past, but they will be changing, and they are changing. So we'll have to see where this lead us. The rest of Europe has already gone through this phase, but now the French banks have started to do it as well. And then we've got the Iberian Peninsula consolidation in Spain and Portugal, a very good tourist destination. So that would be a good idea to penetrate those markets and set up in those countries. Also banks that are starting to think about various options. But outside of Europe, we will be very cautious. Australia was a wonderful example, very good partner who wanted to work with us on the Australian market. But this is very much like the European market. The only thing that changes is the distance. But we do believe strongly in this market. It's driven by Asia and more Southern Europe, but it's a good outlook in terms of limited investment to adapt ourselves to this market in terms of products and maturity of customers. So -- and so we always try to find for this type of investment countries, which resemble Europe and so -- where we can use a lot of our technological expertise. But then Africa as well, nothing is like it is in Europe, and they have -- they don't have banking cards, for example. The banks are very ill-equipped. So our investment there was very cautious. We invested very little there. We invested in a Senegalese start-up already present in 10 countries and with the industrial partner of this start-up. And -- but they're in charge of their products, and then we'll see how this relationship develops. And we also have a partnership with Total/CFAO. These are 2 other partners who believe in this particular start-up. So this is a way of us to penetrate the African market to work with very brilliant, creative people locally while respecting the culture. And this is a way of moving forward, which is cautious. But of course, Africa can be a good growth reservoir, a good consumer base, and we hope that it will take off, economically speaking. So it might take a long time, and it won't have necessarily an impact on the stock price, but it would be a shame to miss that.

So perhaps disruptive technologies, just a couple of words on that subject, to talk about our position and our reaction. In terms of our position, we have this universal dimension. So we are very good in terms of online payments, also good on physical payments, and we're very well distributed across Europe. So we know how to deal with things locally and do the work efficiently. But in terms of the new disruptors who are coming on to the market, they're much more specialized in a certain segment of the market. We have very large online companies or very small companies who want to go into Internet activities or players that come up with a payment solution that they try to -- but this is a very specialized payment solution. But we are a universal player. And so this is a strong point for us. The payments world is very complicated. And when the merchants need somebody who will simplify things, a one-stop shop, a single entry point -- and this strategy, we saw this in our figures, this does work very well. So -- and it works increasingly better with the technology that we have, where -- so we deal with payment in stores. We encourage merchants to sell more. But we want to really exploit this positioning. And to have as many merchants as possible, we simplify the access of the merchant to all these different payment solutions. And as soon as a new solution emerges, when they have had access to this market and there's a massive scale effect -- and so we can be well positioned there. It's a virtuous circle then. And it makes our offer to these merchants very attractive as well. So that's how we positioned our strategy. It's our strong point. It's a whole host of things that we've acquired over the years. We're going to continue with M&A.

Thank you. Bernard, I suggest we close the Q&A session. It was very important to have -- take some time to answer those questions after an absence of 2 years. So I suggest that we go to the voting of the resolutions now.

So I just want to say before we start the vote that there is the ordinary resolutions. Those will be adopted by a simple majority, and the extraordinary resolutions, that will be by qualified majority of 2/3. So I'll ask you to accept that only a summary of each of the resolutions should be read and presented before they're voted on. And before we go to the vote, let me give you the final quorum. So 226,329,000. So that represents 80.7%, which makes up the share capital and the right to vote. Explanations concerning the practical arrangements of the electronic voting system and the function of the tablets, those have already been communicated to you when you entered the meeting. So I suggest now, before we go to the voting on the resolutions, we'll show you a video so that this will remind you of how to use the tablet so that you can vote. [Presentation]

So I suggest that we go to the voting of the resolutions. The first resolution, amendment of Articles 20 and 28 of the company's bylaws to comply with the legal and regulatory provisions in force. Voting is open. [Voting]

Voting closed. So the resolution is adopted more than 99% of votes. Second resolution, amendment of Article 6.1 of the company's bylaws with respect to the term of office of directors representing the employees until we create an EWC. The voting is open. [Voting]

Voting closed. Adopted with over 99% of the votes. So third resolution, approval of the statutory financial statements for the financial year ending December 31, 2021. Voting open. [Voting]

Voting closed. Resolution adopted, over 99% of votes. Fourth resolution, approval of the consolidated financial statements for financial year ending December 31, 2021. Voting open. [Voting]

Voting closed. Adopted, approved, more than 99% of votes. Fifth resolution, allocation of the net income for the financial year ended on December 31, 2021. Voting open. [Voting]

Voting closed. Adopted, over 99% of votes. Resolution sixth, allocation of retained earnings to additional paid-in capital account and funding of the legal reserve. Voting open. [Voting]

Voting closed. Adopted, approved, more than 97% of votes. Seventh resolution, approval of the second amendment to the business combination agreement entered into between the company and the Deutscher Sparkassen. This was 25th of November 2021 as referred to -- in Article L225-38 of the French Code de commerce. Voting open. [Voting]

Voting closed. The resolution is approved, over 99% of votes. Eighth resolution, renewal of the mandate of Director Mette Kamsvåg. Voting is open. [Voting]

Voting closed. Resolution approved, more than 97% of votes. Ninth resolution, renewal of mandate of Mrs. Caroline Parot. Voting is open. [Voting]

Voting closed. Resolution adopted, more than 97% of votes. 10th resolution, renewal of mandate of Mr. Georges Pauget. Voting is open. [Voting]

Voting closed. Resolution adopted, more than 97% of votes. 11th resolution, renewal of the mandate of Mr. Luc Rémont. Voting is open. [Voting]

Voting closed. Resolution approved with more than 91% of votes. 12th resolution, renewal of the mandate of Dr. Michael Stollarz. Voting is open. [Voting]

Voting closed. Resolution approved with more than 97% of votes. 13th resolution, renewal of mandate of Mrs. Susan Tolson. Voting is open. [Voting]

Voting is closed. Resolution adopted, more than 97% of votes. 14th resolution, renewal of mandate of as censor of Mr. Johannes Dijsselhof. The voting is open. [Voting]

Voting closed. Resolution approved with more than 67% of votes. 15th resolution, renewal of the mandate of the statutory auditors, Deloitte & Associates. Voting is open. [Voting]

Voting closed. Resolution approved with more than 77% of votes. 16th resolution, nonrenewal of the mandate of substitute auditors, BEAS. Voting is open. [Voting]

Voting closed. Resolution approved, more than 99% of votes. 17th resolution, ratification of the transfer of the company's registered office in France. The voting is open. [Voting]

Voting closed. Resolution adopted, more than 99% of votes. 18th resolution, approval of the information referred to in Paragraph 1 of Article L.22-10-9 of the French Code of Commerce relating to compensation paid during financial year ended December 31, '22, or awarded for the same financial year to all corporate officers. Voting open. [Voting]

Voting closed. Resolution approved, more 94% of votes. Resolution 19, approval of the components making up the total compensation and benefits of any current payment during the financial year ended December 31, or awarded for the same financial year to Mr. Bernard Bourigeaud, Chairman of the Board of Directors. Voting is open. [Voting]

Voting closed. Resolution adopted, more than 99% of votes. Now let's move to the 20th resolution, the approval of the components making up the total compensation and benefits of any kind paid during the financial year ended on December 31, 2020, or awarded for the same financial year to Mr. Gilles Grapinet, Chief Executive Officer. The vote is open now. [Voting]

The poll is now over. The motion is carried. More than 88% in favor. 21st resolution, approval of the components making up the total compensation and benefits of any kind paid during the financial year ended on December 31, 2021, or awarded for the same financial year to Mr. Marc-Henri Desportes, Deputy Chief Executive Officer. We open the vote now. [Voting]

The poll is now over. The resolution is approved. More than 88% of votes in favor. 22nd resolution, approval of the compensation policy applicable to the Chairman of the Board of Directors for the current financial year, that is 2022. The poll is now open. [Voting]

The poll is now over. The motion is carried. More than 99% of votes in favor. 23rd resolution, approval of the compensation policy applicable to the Chief Executive Officer for the current financial year 2022. The poll is open now. [Voting]

The poll is now over. This motion is carried. More than 92% of votes in favor. 24th resolution, approval of the compensation policy applicable to the deputy Chief Executive Officer for the current financial year 2022. The poll is now open. [Voting]

The poll is now over. The Resolution is approved. More than 92% of votes in favor. Let's now move on to Resolution #25, approval of the compensation policy applicable to nonexecutive directors for the current financial year 2022. The poll is now open. [Voting]

The poll is now over. Resolution #25 stands approved. More than 99% of votes in favor. Number 26, authorization to the Board of Directors for the purposes of purchasing, holding or transferring shares of the company. The poll is open. [Voting]

The poll is now over. The motion is carried. More than 97% of votes in favor. Thank you. Number 27, authorization granted to the Board of Directors to reduce the share capital through the cancellation of treasury shares. We open the poll now. [Voting]

The poll is now over. This motion is approved. More than 95% of votes in favor. Thank you. Resolution #28, 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 instruments while maintaining preferential subscription rights. The poll is open now. [Voting]

The poll is now over. The resolution is approved. More than 95% of votes in favor. Thank you. Resolution #29, delegation to the Board of Directors of authority to decide the issue of shares under securities giving access to share capital under securities carrying a right to the allocation of debt instruments through public offerings without preferential subscription rights with a priority subscription right for shareholders. We open the poll on Resolution #29. [Voting]

The poll is now over. Resolution #29 is approved. More than 93% of votes in favor. Number 30, delegation to the Board of Directors of authority to decide the issue of shares under our securities giving access to share capital and/or securities carrying a right to the allocation of debt securities through public offerings referred to an article L.411-2-1 of the French Code monétaire et financier without preferential subscription rights. This poll is open on Resolution #30. [Voting]

And the poll is now over. More than 91% of votes in favor. Resolution #31, is the delegation 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. We open the poll on resolution #31. [Voting]

The poll is now closed. This motion is carried. More than 90% of votes in favor. Number 32, delegation to the Board of Directors of authority to issue shares or securities giving access to the share capital as consideration for contributions in kind relating to equity securities and securities giving access to the share capital other than in the case of a public exchange offer. The poll is open now. [Voting]

The poll is now closed. This motion is carried. More than 96% of votes in favor. Resolution #33, delegation to the Board of Directors of authority to decide to increase the company's share capital by incorporating premiums, reserves, profits or other items. The poll is now open. [Voting]

The poll is now over. This motion is carried with more than 99% of votes in favor. Thank you. Resolution 34, delegation to the Board of Directors of authority to decide the issue of shares without preferential subscription rights reserve for beneficiaries of free shares granted by Ingenico Group S.A. and holders of Ingenico Group SA shares through a company savings plan and/or group savings plan or through a company mutual fund. So we are now opening the vote on Resolution #34. [Voting]

The poll is now closed. The motion is carried. More than 95% of votes in favor. Resolution #35, delegation to the Board of Directors of authority to increase the share capital of the company without preferential subscription rights for the benefit of employees and/or corporate officers of the company and its affiliated companies as members of a company or group savings plan. Please vote on resolution #35. [Voting]

The poll is now closed. Approved. More than 96% of votes in favor. Number 36, delegation to the Board of Directors of authority to increase the company's share capital without preferential subscription rights, reserved for people with certain characteristics in the context of an employee shareholding operation. Please vote on Resolution #36. [Voting]

And the voting is now closed. This motion is approved. More than 96% of votes in favor. Number 37, authorization to the Board of Directors to grant options to subscribe for or to purchase shares to the employees and corporate offices of the company and/or its affiliated companies. Please vote on resolution #37. [Voting]

The poll is now closed. This motion is approved. More than 89% of votes in favor. Thank you. Resolution #38, authorization to the Board of Directors to grant free performance shares to the employees and corporate officers of the company and/or its affiliated companies. Please vote on resolution #38. [Voting]

And the voting is now closed. This resolution is approved. More than 92% of votes in favor. Thank you. And the 39th resolution, powers to accomplish formalities. We open the poll. [Voting]

The voting is now closed. This resolution is approved. More than 99% of votes in favor. Ladies and gentlemen, I'd like to thank you for taking part in this meeting here today. And the tablets used for voting must be handed back to the hostesses, please, as you leave the room, and I'll give the floor back to the Chairman to close the meeting. Thank you.

Dear shareholders, ladies and gentlemen, thank you for coming along and attending this session today and for asking your questions, and thank you for voting upon all of the resolutions put to the vote and approving them. And we will, therefore, adjourn our general meeting. Thank you again for coming. Thank you.