Worldline Aktie

[Interpreted]

Ladies and gentlemen, dear shareholders, I'm very happy to welcome you in my capacity as Chairman for this Annual Shareholder Meeting 2026 of Worldline. I'd like to thank you for your attendance. As we usually do and so as to preserve the best practices, this meeting will be broadcasted live on the Internet in French and in English.

After the presentations of the management and the statutory auditors, we'll have a Q&A session. For those who are following this meeting remotely, you will also have the opportunity to put your questions via the Internet, via the online broadcasting interface. In my capacity as Chairman of the Board, I will chair this combined general meeting.

Besides me for the company, we have Mr. Pierre-Antoine Vacheron, who is the CEO on my left; Mr. Charles-Henri de Taffin, Secretary General on my right. And our Financial Manager, Srikanth, who is besides Pierre-Antoine. I'd like to also thank the members of the Board and the main managers of the group who are present in the room. I would like to, therefore, open this general shareholder meeting.

First of all, as to implement the applicable regulatory provisions, you're going to constitute the committee of this meeting that I will chair. I will ask the 2 shareholders who have the greatest number of votes and who have accepted this function to fill in the functions of scrutineers. This is Bpifrance Participations represented by Georges Ralli and Crédit Agricole S.A. represented by Olivier Rocard. They are besides me, and I'd like to thank them for their presence here. The committee is constituted.

Therefore, I'd like to ask Mr. Charles-Henri de Taffin, the Secretary General, to ensure the Secretary of this meeting. I observed the presence of Mr. Guillaume Maître appointed by the Social and Economic Committee to attend this general meeting. Mr. Josselin Vernay from Deloitte & Associés and Mr. Vincent Frambourt from Grant Thornton, who are our statutory auditors. They have been convened. I'd like to also thank them for their presence here. I'd like to inform you that some people who are not shareholders, colleagues , journalists and analysts also present here in this room. I'd like to give the floor now to Mr. de Taffin, our Secretary, who's going to talk about the documentation, the agenda and the quorum.

[Interpreted]

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, I'd like to remind you that you are meeting here as a combined general meeting upon the convening of the Board. The agenda and the text of the resolutions were published in the meeting notice that was published in the BALO on the 6th of May 2026, and the convening notice was published on the 22nd of May 2026 in the BALO. The meeting brochure as amended on the 26th of May was put at your disposal.

As for the documents, I'd like to remind you that all the documents required by the French Code of Commerce were given to you as well as those of the Economic and Social Committee according to the legal conditions. We will dispense from the reading of the report of the Board, which is put at your disposal in the meeting brochure. This general assembly meeting after the first convening requires for its ordinary part, a minimum quorum of 20% of the shares and for the extraordinary part, a minimum of 1/4. The quorum is at 62.68% for the general meeting and 62.68% for the extraordinary meeting. The quorum required for the ordinary and the extraordinary parts of the meeting have been reached, therefore.

Now as for the agenda of this general meeting, 27 resolutions will be submitted to your approval this year. First of all, the agenda for the ordinary part of the meeting with particularly the approval of the consolidated and annual statutory accounts 2025 and the appropriation of earnings and losses, the special report and the related party agreements, the renewal of the terms of office of 3 directors, the renewal of Grant Thornton as our statutory auditors, the remuneration elements 2025 for our corporate officers, the compensation policies 2026 for our corporate officers and the renewal of the purchasing of shares.

And for the extraordinary, the usual financial delegations and the modification of the Articles of Association according to the regulatory and legal provisions. The company has not received any written questions or any request to add any additional point on the agenda whether it's from shareholders or from the Economic and Social Committee. I'd like to give back the floor to the Chairman.

[Interpreted]

Thank you, Charles. Ladies and gentlemen, dear shareholders, I'd like to present the program of this general meeting and the speakers who will take the floor during this meeting, therefore. First of all, Mr. Pierre-Antoine Vacheron, who is the General Manager, CEO, will present the results of 2025. Srikanth Seshadri, Financial Manager, will share the results for 2025 and the first quarter of '26. His presentation will be made in English. Headsets have been put at your disposal to listen to the French translation. Mr. Vacheron, CEO, will present the priorities for 2026. And Mrs. Agnes Park, who is an Independent Lead Director and Chairperson of the CSR Committee will present the CSR road map. I will present the report on governance and the report on compensations.

Then Mr. Vernay from Deloitte & Associés will speak on behalf of the joint auditors and will present the statutory auditors' reports for the 2025 accounts and the financial resolutions. He'll also present the report on the sustainability reporting. I will open our Q&A session afterwards. Then the shareholders will be allowed to put questions during the session, and we will answer the questions transmitted via the live retransmission interface during this meeting.

We will end our general meeting with the vote in the session of all the resolutions that were proposed to you, and we will announce the results. Ladies and gentlemen, dear shareholders, let's have a quick look at a video that's going to present the group to you.

[Presentation]

[Interpreted]

Without further ado, I'm going to give the floor to Pierre-Antoine Vacheron, who is going to present the results of 2025.

[Interpreted]

Thank you very much, Mr. Chairman. Ladies and gentlemen, dear directors, ladies and gentlemen, dear shareholders, thank you for attending this general meeting, which is an important annual meeting for the life of this company.

I arrived here some 15 months ago as the head of Worldline. The situation was complex, more complex than what had been anticipated and with a lot of challenges to take up. But since I joined Worldline because I really deeply believe in Worldline. Worldline has a strong potential, whether it's in its technologies, its position, its central role in the functioning of the European economy. 2025 was a very difficult year for you, for our shareholders and for all our stakeholders, our clients, our partners, our suppliers, and our teams.

Considering all these challenges, which are existential with support of our Board throughout the year, I made some structuring decisions. Sometimes they were difficult to make, but these allow us to build robust and sound foundations so that Worldline can grow again so that it can become the European leader in payments and so that we can prepare for a new phase of value creation.

2025, as I said, was an intense year, but we did our utmost. We did all that we had promised to do, and we already have some tangible results. Of course, a lot still remains to be done, and I'll go back on this in just a few moments, but it's important to underline that right from today, our clients are gaining more trust in Worldline, we can accompany them. We can be their long-term support, and we can be a sustainable player. So the company is innovating. As you can see, the live agentic issue that we presented last week. We have tangible results and have no doubt that the efforts will pay off. The valuation of the company.

But let's go back to what was done in 2025. We began -- on June 30, we assessed our assets, considering the company perspectives, EUR 4.7 billion of impairment of goodwill, we have to go through that. We decided to refocus Worldline where we are strong, payments in Europe so as to have all the chances to succeed in our integration and our transformation. And in order to do so, we have set up a pruning plan with 7 assets, 7 assets that we disposed of in less than 9 months. And these strategic and necessary disposals we received EUR 190,000 to EUR 600,000 -- EUR 590 million to EUR 640 million. We obtained this cash.

We increased our capital by EUR 500 million because that was the only instrument that would reassure the rating agencies, our clients and our partners, but also to reestablish the trust of our shareholders. With the subscription of 121%, this increase in capital was a success in spite of the negative context in which it took place, especially the war in Iran and the arbitration at the moment to the benefit of AI.

I'd like to thank the shareholders who supported this operation, this transaction. This increase in capital was the opportunity to have with us institutions at the forefront, BNP Paribas, Bpi, and Crédit Mutuel. These investments, these investors are reassuring for our clients, and they are coherent with our position as the European payments leader.

So the refocusing we carried out is significantly going to change the profile of the company. You have to remember the reference revenue for 2025, EUR 3.6 billion and especially the reduction in 40% of our sites, 30% of our workforce because of our disposals. Worldline is simpler now. It's more easy to maneuver Worldline to carry out this transformation. Worldline is now focusing on its core businesses, payments in Europe and is a giant on the European payments scene. You saw it in the film, 1 payment card out of 5 is processed by Worldline. 1.2 billion of merchants use our services for EUR 480 billion of volume each year, the equivalent of GDPs of countries like Romania and South Africa.

Worldline is systemic in many key markets in Europe, the Netherlands, Germany, Switzerland, France, Belgium, Greece, Finland, just to mention a few. This European presence is unique and is a major strategic advantage in an area where our ability to innovate is very significant. The European ecosystem is searching for sovereign solutions, and it remains widely fragmented in terms of payment methods and users. Worldline is the reference player in Europe in the field of payments.

In Europe, we have set the major segments where we invest because we have the size, we have the technology, the integration in the ecosystems to win in all these areas. The small merchants, companies in Europe, global merchants are searching for solutions to operate in Europe, financial institutions. These are our priorities. And for each of these segments, we have identified specific growth objectives with the investments that are required so that we can reach these objectives. The objective we have for Worldline so as to reach our growth potential is to go to the end of this group's integration to converge the platforms because this convergence, this integration, these are the keys to simplify the company to have a better commercial performance.

And that is the objective of the North Star plan that we disclosed during our Investor Day on the 6th of November 2025, with 2 clear objectives to have a comparable growth to that of the market and generate more than EUR 210 million of additional adjusted EBITDA by 2030. This is a structuring plan down-to-earth with some 300 initiatives and many IT projects that are being deployed over several years with specific steps, discipline and stability in its execution. The success of such a transformation will, of course, be based on the men and the women. I have renewed the management team with all the necessary skills in the fields of finance, operations, technologies, human resources, risks and transformation with a great diversity of culture, a great diversity of gender.

At the end of the year, we'll have renewed nearly 30% of the top 100 of our company. And everybody is sharing this common ambition, make sure that Worldline is simpler, more streamlined closer to its client and with a better performance. This massive renewal was necessary and remains necessary to change our corporate culture so that we can have a high-performance culture, which is customer centered, which is courageous, loyal, and this is what we call the Worldline Way.

So such a transformation cannot just be decreed. It needs constant efforts so as to onboard our employees so that we can be more demanding and so that we can upskill our employees. This human dimension is essential in any company. It is critical for Worldline -- know that it's going to be a long and winding road to reach our final objectives, but we are executing our plan.

And on a quarterly basis, we are collecting the fruit of all our efforts, especially in terms of performance. 2025 ended in a reliable way with figures in compliance with our objectives that we had communicated at the end of the first quarter once I had finished assessing the situation. Q4 was marked with growth in several geographies, the northern countries, Germany, which joined other growing countries, Italy, Greece or Central Europe.

Overall, we have a business volume that is growing for the full year, and this is based on a drop in the attrition of the merchant portfolio and a Net Promoter Score, which is an indicator that measures customer satisfaction, which was stable in spite of the disruptions we went through. And you saw it in April, the first quarter shows that this recovery is ongoing. And in 2025, we signed some new brands and some major companies renewed their trust in us in our strategic sectors, which are distribution, travel, hospitality, mobility.

We have some major merchants like SNCF, Cdiscount, and Fnac. They've decided to renew their trust in Worldline and to migrate towards our new platforms for -- and they have accepted to use e-commerce. And we have new will to conquer and sign partnerships to accelerate the distribution of our solutions among the smaller merchants. And here, we have Order man and pay app that you can distinguish or to enrich our offering with epay and YouLend. And this signature, this partnership, these are encouraging signs because they demonstrate the quality of our solutions and the trust that these clients and these partners are giving to Worldline to accompany them in their development over time beyond the ups and downs we've been through in the past few years.

As for the financial institutions, the situation is quite dire, and you saw it in our figures for the first quarter. These figures are not reaching our ambitions because we've lost some contracts in the past few years, the weakness of our pipeline when I arrived, it was worsened by the delays in the signatures because of the turmoil in which we were in 2025. But all the same, we did have some major signatures in the field of metrics with, for example, PSA, which is the player that is bring together all the Austrian banks, and they have decided to sign again with us for 15 years and to migrate on the new platform and entrust us with the management of Wero for the Austrian banks.

In transfers, bank transfers, we have some very good contracts. And in our digital offers, too, we have renewed our partnership with Visa. And for these financial institutions, what you must remember is that we have the technology that the banks require to do better to become more modern and banks need European players, and there are very few European players like Worldline. And that's the reason why I have no doubt about our ability to rebound with the banks and financial institutions at the pace of our signatures and integrations with the banks, of course.

Finally, over the period, we also set going again our machine to innovate and to produce products. That was key in an ecosystem that's evolving the whole time. On that, we're very pragmatic down-to-earth and very agile as well. Sometimes these innovations are the fruit of our own development efforts like intelligent routing of transactions, so to optimize conversion on the Internet or integration of Wero. These innovations can also be the output of partnerships like dynamic advances of cash to merchants or the stablecoin efforts we put in, but with the partner as well.

But whether it be on our own or with partners, the idea is to be the leading player for financial institutions so as to enable them to navigate in the world of the future, which is more and more demanding in terms of security, in terms of regulations, in terms of technological performance as well. And I'll round off this first part by giving you an update on our North Star 2030 program because the initial results are already tangible. They're already visible.

As you know, we completed our divestment program, 4 divestments in 2025 and 3 further ones in 2026. We've started to streamline our organization doing away with the whole layer of organization that is the merchant services layer that we now directly manage, and we took total control over our operations in Greece, so as to better integrate our business there. In terms of convergence, we've already noted real-life results that are really worthwhile. We decommissioned in 2025, 4 platforms and further one in the first quarter of this year. We've reduced the incident level because we also converged our infrastructures that were under the underlying of these businesses.

And also, we migrated in terms of e-commerce, 68% at the end of Q1 of our Ogone portfolio on -- towards our GoPay platform. That will be completed at the end of the first half of this year, that whole process. Now in terms of growth, we've also taken action in 2025 on pricing. We've reevaluated the way in which prices were set vis-a-vis our different segments and our program is making good progress. We have stabilized the NPS, and we've also rolled out products in the recent past, especially Wero in Germany, in Belgium and in France.

In the second half of this year, it will be done. And Bizum, that's the equivalent of Wero in Spain that we rolled out in the second quarter of this year and Klarna for payment -- multiple payments, fractional payments, split payments, that is. So I'll give the floor now to Srikanth Seshadri, who is our CFO, who will detail out the financial results for 2025, and then we'll -- I'll come back and we'll talk about the priorities for 2026.

[Interpreted]

Thank you, Pierre-Antoine. Good afternoon, everybody. Thank you for being with us today. I'm very happy to present to you our results for 2025 and confirm our ambitions -- our financial ambitions, that is at this AGM, this combined AGM. I'll pursue my presentation in the English language, if you don't mind, and you will have simultaneous interpretation into French for those who desire to listen to the French language.

Before talking about Worldline's 2025 performance and the first quarter of 2026, let me detail the significant progress we've made in terms of our portfolio pruning strategy. The 7 items that you see on the screen are the deals that we've signed, and we've already closed 5, as Pierre-Antoine mentioned. The closing of India and Australia is expected now in the second semester. With the refocus now, we are 98% Europe and 100% payments.

On this slide, you see on the left-hand side, the numbers related to the scope before the divestments of '25 and '26. So Worldline had a revenue of EUR 4.5 billion, adjusted EBITDA of EUR 841 million and free cash flow of minus EUR 9 million. What you see in the center column is our published scope governed by IFRS 5, which is the International Financial Reporting Standard for discontinued operations and assets held for sale. And so without MeTS business, our revenue was EUR 4 billion with the adjusted EBITDA at EUR 737 million and free cash flow at minus EUR 26 million.

And on the right-hand side, you see the fully pruned scope, which is after all the 7 divestments are excluded. And our revenue will be EUR 3.6 billion with an adjusted EBITDA at EUR 631 million with a free cash flow at minus EUR 72 million. And for 2026, we have guided the market based on the fully pruned scope, which will be the scope going forward, which is the core of Worldline.

Now looking at the performance of 2025 in a bit more detail. On the published scope of EUR 4 billion, we had an organic decline of 2.7%, including a slightly negative Merchant Services and a nearly 8% decline in the Financial Services impacted by the legacy contract terminations as anticipated. In the net-net revenue terms, after the scheme fees, the revenue declined by 5.2%. Adjusted EBITDA came in at EUR 737 million, impacted by an unfavorable business mix on Merchant Services. And you see in the table below that Merchant Services ended up with a margin of 19.3%, down 4.6% year-on-year. Financial Services published a margin at 21.7%, down 5.7% year-on-year, again, linked to the overhang from client terminations from the past.

Reviewing the income statement in a bit more detail. On the bottom part, you see EUR 175 million of normalized net income, which is normalized diluted earnings per share at EUR 0.63 per share. Now on the top of the table, you see there's a EUR 100 million cost increase year-on-year, and that's got 2 parts to it. One is the inflation of cost of EUR 80 million that we have structurally offset through our cost improvements. And the second part is EUR 100 million increase, again, split into 2 parts, half due to the scheme fees due to the increased cross-border transactions within Worldline and another EUR 50 million, which is due to transition costs, balance sheet cleanup, product and compliance costs that we said was important for us, and we've continued to invest that in 2026.

Below adjusted EBITDA, you see the impact of Power24. We have halved the level of rationalization and integration costs from '25 to -- in '25 as compared to '24, and we'll continue to reduce that in 2026. On goodwill, you saw an amount of EUR 4.1 billion, which was impaired in H1, and we took another EUR 600 million due to the prune scope. So EUR 4.7 billion is what we impaired in 2025 on goodwill.

The second aspect as well that you see related to TSS, which is our share of Ingenico preferred shares, which we have now completely impaired the EUR 290 million based on the business plan we have received from them. And if we move to the free cash flow now, year-on-year, we saw a reduction of EUR 150 million, largely driven by the EBITDA decrease of EUR 230 million that we've just seen. On the other side, we stabilized working capital. We halved the level of hard inventories from EUR 70 million to EUR 30 million that you'll see in the next slide. So while the interest cost increased, the level of Power24 cash out reduced and 2026 will mark the end of spend on Power24 cash out.

Relating to debt evolution, we see year-on-year, there's an evolution of EUR 200 million. Again, it's got 2 parts. One part is due to the merchant portfolio that we got in Italy related to Credem from which we've got new merchants in order to grow our business. And the second one is related to the cash from discontinued operation, the asset held for sale for EUR 186 million that's not part of continuing operations anymore.

Looking at the balance sheet now. December 2024 is not restated. December 2025 is with the asset held for sale. So when you look at the size of the goodwill, that's obviously the most notable one. We went from EUR 9 billion to EUR 3.2 billion -- EUR 3.8 billion, so a EUR 5.2 billion reduction, EUR 4.6 billion that I already talked about and another EUR 600 million due to the goodwill in the asset held for sale. We discussed in the previous slide on the reduction of inventories, halved it from EUR 72 million to EUR 33 million.

And the third aspect is in terms of cash at the end of the year, we ended up with EUR 1.1 billion as anticipated, EUR 900 million in continuing operation and around EUR 200 million in discontinued scope. Now moving on to the first quarter of 2026. On a fully pruned basis, i.e., without the 7 divestments that we've talked about, we had a revenue of EUR 831 million as compared to EUR 835 million in the same time last year, giving us an organic decline of 0.5%, fully in line with expectation.

Merchant Services has turned positive for the first quarter. You see the plus 1.6%. It's the first time that it has turned positive since Q4 2024. Albeit boosted with some nonrecurring positive items, we do see volume momentum in our business on both in-store and online channels. Small and medium business, we said was a strategic axis for us. We've started to stabilize the churn. Switzerland and Benelux is still in recovery phase. Enterprise is growing, especially in the mobility and self-service kiosks, we have a niche here and we start to grow. Global commerce, travel and hospitality has remained solid. Despite the macroeconomic factors, it has not shown an impact as of date. We addressed the digital goods recovery. We have changed the management, and we start to accelerate.

Financial Services declined by 7.4%, reflecting previously decommissioned contracts. We did say during the CMD Capital Markets Day and during our full year results, we have a EUR 60 million impact for the full year, which is quite linear, and we've seen the first quarter impact. We start to rebuild the growth on financial services and start strengthening our commercial pipeline. And we do see some product traction, shift in the client behavior, getting more assured, especially after the capital increase, thanks to you all.

Now looking at liquidity, and that would be my last slide. We reinforced our liquidity. So in terms of cash, we landed at EUR 1.1 billion as we anticipated end of 2025. Now this has been reinforced with the equity of EUR 470 million, which was extremely crucial for us from the capital structure point as well in order to keep the rating. We've got the undrawn revolving credit facility at EUR 1.125 billion, which acts as a source of funds, especially for the rating agencies, and that's without any covenants.

Additionally, the M&A proceeds of EUR 580 million received to date from the 5 deals and another EUR 40 million to EUR 50 million to go from the 2 deals that is remaining to be closed in India and Australia. The use of proceeds is the paydown of the puts. So we have 2 puts. Pierre-Antoine mentioned Greece now that we are owning 100% of Greece, and we paid EUR 72 million there. And we'll have the put of Italy, which will crystallize over Q3. We will also use these funds in order to buy back -- in order to retire the convertible bond of EUR 414 million that matures in Q3.

Our strategy is, therefore, clear. The primary objective is to deleverage [ Qatar ] company as well as reinvesting into our business through our North Star transformation plan to then give us the longer-term capital allocation optionality in the future as we have maintained consistently. Thank you for listening. I'll now hand you over back to Pierre-Antoine.

[Interpreted]

Thank you, Srikanth. A few words about 2026. I hope I won't bore you, but 2026 will be steered like 2025 around 3 main strengths. Firstly, operational performance, North Star and our ability to innovate. Firstly, operational performance. That's important because we know that 2026 is a year of transition, financially speaking. And I can reassure you about the underlying business activities that we have so as to reassure you about the progress we have been making and will continue to make.

Now we've defined some indicators that will enable us to be reassured about the future that our business is being beefed up -- and the attrition rate for small merchants that should be down for the full year was stable in Q1 of 2026. We'll see also an improvement of the Net Promoter Score for each geography we have and for each business activity. And we're currently in the contrasted situation depending on the segments we're talking about, of course.

But regarding key accounts and services to banks, the big issue is to improve our order intake because these are long-term cycles to fuel growth of 2027, we need to take in orders in 2026. And finally, we have sustained momentum in the areas where we feel we're pretty well positioned already, that is travel and hospitality, mobility and self-service.

Second major strand is North Star. North Star 2030 with some really decisive milestones in 2026. You know our objective in terms of migration of our portfolios to our target platforms. That's what we call convergence. WhOPA for Global Collect, that's been done and small merchants portfolios of Ogone and SIPS moving towards GoPay. SIPS is the French platform that was the legacy one of Worldline and then the migration of the bulk of our merchant portfolio in Italy towards our own target acquisition platform with several million euro worth of savings there in 2027.

In terms of streamlining, we have the objective of closing down 6 legal entities and handing back a license that we have, closing down 2 data centers, and we also intend to close down 7 geographical sites, physical sites. So we're talking here about fine-tuning the way we steer our action plans under North Star 2030. Finally, our innovation capabilities. As I said earlier, this is a key feature of our competitiveness in the long term.

Fundamentally, we're taking action on the experience of our customers, especially the onboarding of customers, the way in which they sign on to our platforms with an important milestone being at the end of this first half of this year, a product that we call Launchpad and also simplifying the life of consumers with the deployment of Click to Pay. Click to Pay will be a way of authenticating oneself more simply on the Internet to have -- to not enter for your card data when you're making a payment, you can do it in a simpler manner.

And for our merchants, what will be important will be the position we'll adopt regarding new payment methods. That's stablecoins, for example, to pay the merchants or Wero, I already talked about Wero, Bizum also and recurring payments, for example, for subscriptions when people subscribe to video gaming platforms, for example, that kind of thing. And then we're working a lot -- well, working a lot. We're deploying Gen AI in all of our business segments. We'll be doing an update in a detailed way on that when we present the first half results.

And of course, Gen AI can contribute a lot to an activity like ours, improving the customer experience, the experience of the customers of our own customers, and we can also streamline the internal management, our HR processes, our financial processes, thanks to generative AI, and we'll be able to speed up our IT developments, thanks also to Gen AI. So we'll do a detailed update on that at the end of July because then we'll have all of the feedback from operational experience over the last 6 months at that point.

Then I'll come on to show you a video perhaps about what we've been doing on agentic commerce in the last few months. You perhaps know you all use ChatGPT, and Gemini and all of these new tools, I'm sure. In the U.S., 50% of searches on the Internet use those platforms these days. They don't use Google anymore in other words, typically. And we consider that between 5 and 7 years of a time frame, e-commerce, 20% of e-commerce transactions will be initiated by this platform. That means you're delegating your transaction to an agent, new issues to be addressed for merchants, for consumers, too, but also for banks, the issuing banks.

So you've got to reassure all of the ecosystem about how it's going to happen. That is if it's a transaction presented by an agent, it should be accepted by the acquirer, not disputed by the consumer and accepted by the bank of the consumer. So this whole ecosystem that we're building up right now will be there to enable the agentic commerce to take place. And we were the first in Europe to do this with an issuer, which is the ING Bank in the Netherlands.

With a Mastercard scheme, we were the first in Europe to do a transaction in that environment using an agent in real-life conditions, not just as a demo, as a demonstrator effort. And in this video, you will understand what we mean when we talk about agent commerce.

[Presentation]

Thank you very much. So as you can see, this is a version, which is an assisted agent version that means the entire journey is done with the Gemini ChatGPT, but the consumer has the hand, has the control. That's the first step.

The second step is a situation where you will tell your ChatGPT, find a ticket for this weekend between this time and that time at this or that price, and you will trust the agent to do the entire transaction, and you will not have to confirm the transaction. So that is step 2 of this evolution. And what is very important in what we have achieved here is that we are totally integrated in the journey initiated by ChatGPT.

And this innovation perfectly illustrates what we want to do as Worldline. We don't do innovation just for the sake of innovation. We innovate because we wanted to have an impact for the consumer, for the merchant, and we do this in partnership in an ecosystem, which is a very large ecosystem, and we can do this because of the size of Worldline. I'm sure there will be a lot of questions about this. But to conclude, you have understood that after 2025, where we went through this transformation, we have a Worldline now that is ready, that is strong and that will keep on in this momentum in 2026 based on 4 major verticals.

We are focusing on our core businesses. That's where we have the best assets to create value over a long period of time. We are resolutely engaged in a deep transformation that aims at simplifying our organization and strengthening our competitiveness. We are extremely disciplined in the execution of our strategy with a particular attention on operational performance and value creation.

And finally, innovation is part of all this. Ladies and gentlemen, I'd like to conclude by saying that this year 2025 was a turning point in the history of Worldline. We made some strong decision to refocus our activities and begin a deep transformation of our operating model. All this work accomplished since the year is allowing us to see the future more clearly, more strongly and with greater trust.

We are observing the first signs of improvement and the ongoing exchanges we have with our clients and partners are confirming that we are in the right direction. These results were made possible, thanks to the work of all the Worldline teams. I'd like to deeply thank them for that. And of course, there's still a lot remains to be done, but we have the foundations. We are on the right track. We are mobilized so that Worldline might be a simple, more innovative company with a good performance and that can create sustainable value for all the stakeholders.

On behalf of the Board, I'd like to thank our clients, our partners, our teams, our shareholders for their trust and support throughout this transition period. because it's together, we will achieve this ambition, make Worldline the European payments leader.

[Interpreted]

Thank you. Thank you very much, Pierre-Antoine. Thank you, Srikanth, for your very convincing presentation. I hope it was convincing for you, too, dear shareholders. I'd like to give the floor now to Mrs. Agnes Park, who is a lead and independent director, who is the Chair of the CSR Committee, and she's going to present the CSR road map.

[Interpreted]

Thank you. I'm going to present the CSR road map of the group, which is fully integrated in Worldline's strategy and which is followed by the Board. Sustainable development is a strategic part of your company in the past 10 years since our IPO in 2014. The formalization of our first ESG policy in 2015, we put these stakes in the heart of our development model. Digital payment will allow us to reduce the carbon footprint of our transactions, and this activity gives us a specific responsibility in this environmental transition.

Our approach is based on a material analysis that is reviewed according to the CSRD standards that guides all our ambitions and the ESG action plans. Your company is recognized for its expertise in eco design. The group is steering right now the preparation of the ISO 2125-1 standard to determine the future ecodesign standards for payment solutions and digital payment solutions. This initiative illustrates our capacity to help in the standards, and this will be differentiating for our clients. The quality of our approach is recognized by the main ESG rating agencies.

And finally, after TRUST 2020 and TRUST 2025, and we're finalizing the work this year, we're going to launch TRUST 2030, our third transformation program, and we are demonstrating the continuity and the ambition of our engagements. After 2024, which was mainly devoted to preparing the CSRD reporting, 2025 marks a new step in CSR transformation. The launching of TRUST 2030 translates the maturity of our approach aligned on our materiality analysis reviewed according to the CSRD standard.

This plan shows our sustainability ambitions for 2030. It is based on 3 -- on 6 priorities: operational excellence, customer experience, ethics, the development of our employees, inclusion and responsible purchasing and carbon neutrality. The Board will be fully mobilized to accompany this trajectory and follow its implementation. By 2030, this has been set by the Paris Agreement. Your company will pursue its priorities and will accompany its clients in their own decarbonization while transforming its activities.

The group has published its climate transition plan for Scopes 1 and 2, and the results are quite encouraging with a reduction of 54% of the emissions since 2021. We are now pursuing our structuring work on Scope 3, which is the major issue for the coming years. Our decarbonization program as suppliers will allow us to determine right from 2026, a trajectory for our transition over the entire value chain. We have strengthened our organization for green IT, and we want to reduce our environmental footprint of our own infrastructures.

This expertise is a differentiating factor for us today, and it is very significant. 2025 was also marked by some recognized progress, which was recognized by the rating agencies. Our CDP has advanced to reach level 1 and our score EcoVadis is 84 out of 100, and we have maintained our platinum status. This confirms the position of Worldline as one of the leaders of the sector in terms of sustainability. The period between 2020, 2025 was also marked by significant progress in terms of professional equality, 36% of the women in the group, that is plus 4 points, 50% of the women at the Executive Committee, that is plus 39 points. 28% of women among managers that is plus 6 points and 44% of women in our hirings in 2025, that is plus 7 points.

These results come from 3 different actions. First, the development of an inclusive culture through the UNITE network, learning courses, which are dedicated, the use of Nomad profiles to promote intercultural promotions. Secondly, the development of opportunities for women with targeted programs and the setting up of the HR process guaranteeing more equity, thanks to structuring interviews and the use of artificial intelligence, promoting job descriptions that are more inclusive.

And together with the North Star program for 2026, our actions will be based on 3 priorities. First, to make equity between the genders more sustainable in the group, thanks to several provisions that will be monitored and strengthened, accelerate the progress of gender equality by having more attraction and develop women's talents and strengthen the monitoring and the development of our pool of women to accompany them in their evolution within the group.

These orientations will guide our actions to pursue all the progress achieved in terms of equal opportunities in 2026. I'd like to thank Sébastien Mandron and Anika Grant and their teams for the excellent work provided in 2025. Ladies and gentlemen, I'd like to thank you for your attention and give the floor back to our Chairman.

[Interpreted]

Thank you, Agnes. I'd like to thank all the speakers for the full presentation, which was very, very clear. And now I'd like to present the main points of the report on corporate governance to go back on the composition of the Board, its activity in 2025 and the renewals and changes that will be proposed this year. To begin with, I'd like to tell you that all the details, especially on governance, our activities and ambitions figure in the universal registration document 2025, the convening brochure and the addendum that are put at your disposal, and I invite you to refer yourselves to this.

The Board has 13 directors, 7 independent directors, 4 directors who stem from our shareholders and strategic partners and 2 employee directors. We have a representative from the Social and Economic Committee who is invited at our Board meetings, but he has no voting rights. So your Board has an independence rate of 64%, 36% women and a strong international dimension with 64% of directors who are non-French.

Since 2001 (sic) [ 2021 ] , the Board has changed the size and changed its composition with 2 objectives. First, to reduce its size that had significantly increased after the acquisition of Ingenico in 2020; and secondly, strengthen the complementarity of all the profiles. This approach was pursued rigorously in 2025. It was accompanied by a renewal of its composition so as to have a greater diversity of its profile to enrich it with new skills and to strengthen its complementarity. I'd like to remind you that in 2025, one director independent, Rodolfo Savitzky was appointed by your meeting to prepare a fluid and efficient transition for the chairmanship of the Audit Committee in due time.

And the Board has taken due note of the wish of Mr. Aldo Cardoso not to renew his term as a director, which will expire this year after 12 years of commitment in our body. On behalf of all the members of the Board, I'd like to deeply thank him for the exceptional contribution he provided to our group. The rigor with which he carried out his functions, especially at the Chair of the Audit and Risk Committee and the excellence of his work throughout his term.

At the end of 2025, the Board has taken due note of the resignation of Giulia Fitzpatrick, who had been appointed upon the proposal of SIX Group. This resignation took place after the announcement of SIX Group not to take part in the capital of the company because of its own priorities. This general meeting is part of this idea to reduce the size of the Board. I'd like to underline that the work is carried out with the appointment committee, and we want to apply the following principles: equal treatment of all the directors, balanced representation of the main shareholders and strategic partners, compliance with the legal demands and the recommendations of the Afep-MEDEF code to maintain a high level of independence, the complementarity and the adequation of profiles and competencies and finally, the respect of our diversity and nondiscrimination policies.

And now let's go on to the activity of the Board and its committees in 2025. The activity of the Board and its committees was pretty sustained, reflecting the importance of our strategic financial and regulatory challenges and the transformation requirements of the Group. We had 21 meetings of the Board that were held with an average attendance rate of 94%. This reflects all of our Board members' collective commitments. We had 35 meetings of our committees with a total attendance rate of 92%.

There was a strategic seminar, a strategy seminar that was organized, enabling the Board members to debate together in depth with the managers, the key managers especially, regarding the Group strategy, the market trends and the positioning of the Group. Then we had 3 sessions that were held among the Board members without the corporate officers, the executive corporate officers, being present. And that was in line with the best governance practices. And also we had some thematic sessions and training sessions that were held throughout the year so as to go in more thoroughly to important topics and bolster the interactions between the Board members and the main Group managers on many subjects such as artificial intelligence, cybersecurity, technology risk, security, compliance and CSO. And in an exceptional context, like we had, the Board also set up a specific organization that enabled it to do close monitoring of certain sensitive situations.

Finally, we conducted an external assessment process too of the composition and the functioning of the Board and its committees. This process was part of our continuous improvement plan, and it was quite opportune in the light of the changes that took place within the Board and in the management excellence in the last 18 months. So it was a key period for the Group. It is a crossroads for the Group. And it required the Board and its committees to be highly involved in many key areas.

The main work of the Board in 2025 focused, in particular, on the strategic plan. The Board supported the pruning of the businesses of the Group so as to refocus on payments in Europe. It reviewed the strategic and transformation plan North Star 2030, that is. And it steered the capital increase that was announced on our Capital Markets Day.

Financially speaking, the Board monitored the Group business activities, its performance, its trajectory, its budget, its financing strategy, and also took care of the quality of financial communications.

In terms of audit, risk and compliance, particular attention was devoted to the portfolio of high-risk merchants. Also the risk mapping of the Group, the frameworks for compliance and remediation plans, and also the interactions that were necessary with the regulatory authorities.

Concerning ethics and CSR, the Board pursued our climate strategy, the results of Trust 2025, setting the objective for Trust 2030, and the initiatives that we're taking in terms of human resources diversity, disability and ethics were, of course, reviewed by the Board.

In terms of governance, the work done by the Board also focused on the selection of the new CEO, the recomposition of the Executive Committee, the evaluation of the Board, the succession planning and dialogue with shareholders.

Finally, topics to do with human resources and remuneration of corporate senior managers, that I have the honor of presenting in a minute, were also, of course, issues reviewed by the Board. All of these work streams illustrate the very active role and the commitment of the Board in 2025. It indeed was a very, very intense year of work.

So as to preserve the balance in the compensation of the Board and bolster the complementarity of the profiles we have on there correspondence with the requirements of the Board given the context and the strategy of the Group, the Board proposes the recommendation of the Nomination Committee that you should approve the reelection of Thierry Sommelet, whose term will expire, and also the early reappointment of 2 lady independent Board members: Nazan Somer Ozelgin and Sylvia Steinmann.

Firstly, the Board suggests at the recommendation of the Nominations Committee that you should reappoint Thierry Sommelet. He's been the Board member since 2020. Thierry Sommelet was appointed at the proposal of BPI France participation, which is one of the core strategic investors that bought into the capital increase that was finalized in March of 2026.

The stake on the voting rights of BPI France have now exceeded 10%, so he's not seemed to be an independent Board member anymore, even though it's not a controlling interest, and there is no conflict of interest. Thierry has more than 20 years' worth of experience in private and public investments in the sectors which are technology, media and telecommunications. He brought to the Board and to the Board's committees his in-depth expertise in terms of governance, investment and technology. His average attendance rate at the Board and the Board committee in 2025 was 87%. And that reflects his commitment and his complementarity with others and his deep-seated involvement.

In order to stagger in a balanced way the terms of office of our Board members and limit the number of reappointments that would need to be done simultaneously in 2025, the Board -- the Nominations Committee of the Board talked to each of the Board members and considered it was opportune at this point to anticipate the reappointment of 2 of our Board members, that is Nazan Somer Ozelgin, who has been an independent Board member since 2020. That's proposed to you at the recommendation by the Nominations Committee. Nazan has occupied and still occupies high-level positions in different groups and sectors of industry. And she has been a Board member in many well-known banks and listed companies. She has wide-ranging knowledge of the banking sector and the payments industry and has sound competencies in terms of finance, audit, risk, compliance and governance. She's taken part in all of the meetings of the Board and the committees that she's been a member of in 2025. If her term is renewed by your meeting here today, Nazan would remain a member of the Audit Committee and would take over the chair of a new committee, which is the Risk Committee, which has a key role in the governance of the Group in this stage of its transformation.

Also the Board is proposing to you upon, the recommendation of the Nominations Committee, that you should approve the early reappointment of Sylvia Steinmann. She's been an independent Board member since 2024. Sylvia has sound experience in management and in information technologies, combined with international experience in various industries as -- such as IT services and financial services. She's somebody who has wide-ranging experience in terms of technology, and she'll continue to bring that to bear at our Board. But she's also got sound knowledge of governance and risk management matters. Her average attendance rate at the Board and its committees in 2025 was 97%. That totally reflects her strong commitment.

If you reappoint her, Sylvia would remain a member of the Audit Committee and member of the CSO Committee, and would assume the chair of the new Technology and Transformation Committee that we'll talk about in a minute. The role of that committee will be key to guarantee the monitoring of the technological dimensions of the North Star 2030 plan.

Subject to the adoption of the resolutions proposed in terms of governance of the company, the Board would then be composed of 10 directors, including 2 employee directors, with an independence ratio of 60%, percentage of women of 40%, and 70% of the Board members who will be of foreign nationality. That testifies to the strong international dimension of our Board of Directors and our company.

This composition would be fully in line with the legal provisions that are enforceable and in line with the recommendations of the AFEP-MEDEF Code and the best marketplace practices. We're quite convinced that this configuration will enable the Board to have complementary profiles and the right skills onboard and also the right experience so as to support the Group in this key time of transformation. And it will help us to defend the best interest of all of our shareholders, we feel as well.

Subject to the approval of these reappointments, the Board of Directors will reorganize its committee so to align them to the strategy and the priorities of the Group announced in the context of our new strategic plan.

Firstly, we would split the Audit and Risk Committee into 2 separate committees so as to guarantee dedicated monitoring of operational, financial and compliance related risks in the context of the transformation underway. Secondly, we would like to set up a Technology and Transformation Committee so as to have dedicated monitoring of these dimensions in the context of our North Star 2030 plan. And thirdly, we would like to merge the Nominations and Remuneration Committee, insofar the topics addressed by these 2 committees are closely linked and would warrant being addressed in a consistent and integrated manner.

You can see on the screen here now the composition of this new structure of our committees. The Audit Committee would be chaired by Rodolfo Savitzky. The new risk committee would be chaired by Nazan Somer Ozelgin. And the new Technology and Transformation Committee would be chaired by Sylvia Steinmann. The CSO Committee would remain chaired by Agnes Park. And the committee combining nominations and remuneration would remain chaired by myself.

The standing committees would therefore be chaired only by independent members. That composition would remain balanced with high independence ratios and would be in compliance in full with the recommendations of the AFEP-MEDEF Code.

You can now see on the screen the metrics of the skills of the Board illustrating the complementarity and the diversity of the profiles and the skills that should enable us to support the Group as best possible in this transformation process so as to get back to growth and value creation once again.

We've made available to you a detailed matrix of the individual competencies of the directors in our universal registration document for 2025 and our notice of meeting brochure.

Ladies and gentlemen, dear shareholders, thank you for your attention. And I'd like us to now move on to the report on the remuneration.

This report, which I have done presenting to you, reflects the decisions of your Board of Directors when it comes to the remuneration of the corporate officers. Decisions guided by 3 main principles: transparency, alignment with your interests and compliance with the best governance practices. You will find all of the details in our universal registration document for 2025 and also in the convening notice that was made available to you.

Our presentation will be divided into 2 main parts. Firstly, the ex-post Say on Pay concerning the 2025 remuneration and then the ex-ante Say on Pay submitting for your approval the remuneration policies for fiscal 2026.

Let's start off with the components of remuneration of our corporate officers for 2025, marked by a context of managerial transition with the arrival of our new CEO. As you can see on the screen, the total compensation paid to the paid to the Board members stands in 2025 at EUR 1,026,005, which remains below the total package, the annual package that you approved.

I would like to call out too that the employee Board members and the Board members appointed as the proposal of shareholders did not receive any remuneration in respect of the terms of office as was agreed. The annual fixed compensation of the Chairman of the Board of Directors stands at EUR 375,000, as provided for in the remuneration policy.

Under resolutions 9 and 10, we're proposing that you should approve these items of compensation. This is a pure enforcement of the policy that you yourselves approved at the General Meeting on the 5th of June 2025.

Let's move on now to the components of compensation for 2025 of our CEO. I'd just like to remind you that Pierre-Antoine Vacheron took office on the 1st of March 2025, and the compensation policy for 2025 approved by your meeting last year comprise certain specificities applicable only for the year of managerial transition in 2025. You can see on this slide a recap of the remuneration allocated on a pro rata temporis basis in 2, which remains quite less than the target remuneration provided for by the 2025 remuneration policy. The components allocated reflect the strict application of the remuneration policy for the transition period approved by your meeting in June 2025.

Concerning the annual fixed remuneration. Given the fact that he took office on the first of March 2025, the fixed remuneration was computed on a pro rata basis, EUR 583,333 that is paid out on an annual basis, therefore, of EUR 700,000.

Concerning the annual variable remuneration. This was appreciated on the base of the objectives and the budget defined before the arrival of Pierre-Antoine within the Group in March 2025, without any later adjustment being made. The criteria didn't reach their triggering threshold. So the minimum threshold of payment of 90% that was agreed upon at the time of recruitment of the new CEO was applied in line with the transition policy we had in 2025.

The 2025 remuneration policy provided also for the possibility for the Board of applying a multiplan coefficient, enabling us to take account of the more qualitative performance of the CEO dimension, which by nature are not reflected in purely quantitative indicators.

On the basis of the evaluation conducted by the Remuneration Committee, the Board initially decided on the coefficient of 110% so as to acknowledge his performance since his appointment and give a concrete signal of the support of the Board of Directors, especially with regard to the following items: sound performance since we took office in a difficult context; the efficient management of unforeseen events arising from circumstances that prevailed before his term was started; his leadership in leading the teams and the Group in general; the definition of the strategy of the group via the North Star 2030 plan; the operational launch of the transformation of the group aligned with this trajectory; and also tangible progress in stabilizing the Group's business activities and the start of the turnaround.

However, we want to guarantee the best alignment possible with the interest of the shareholders in the year that was marked by a stock market performance that was still disappointing. And the Board decided, at the proposal of the CEO, to not apply the multiplying coefficient of 110% initially contemplated, and to stick with just the application of the minimum threshold of 90% provided for in the transition policy.

This adjustment to reduce the annual compensation, which was EUR 525,500, was reflected in the addendum of the brochure of the '26 document. As for the multi-annual variable compensation, I should remind you that no performance share was attributed to Pierre-Antoine in 2025. But in accordance with the compensation policy 2025, 100,000 free shares submitted to attendance conditions and acquired progressively over 4 years were allocated to him.

I'd like to go back to the context in which this allocation had been decided. At the time of taking his office in March 2025, this allocation was valued based on the stock price at the time, and the overall value over 4 years was then assessed to roughly EUR 50,000. This allocation aimed at offsetting the right -- the loss of right and benefits acquired during his previous offices, and taking into account the material transition in a difficult context, strengthened his profit sharing, his retention and his alignment to -- and the alignment of his interest with yours as shareholders by injecting a significant part of his compensation on the performance of the share. And because of the drop in the share price and the increase in capital, this exceptional compensation in shares, spread over 4 years, represents a value that is much lower today.

On the whole, the overall compensation in 2025 of our CEO is under the lowest quartile of the SBF 120. And it is in this framework that we are proposing you to vote upon Resolution #11.

Now let's go on to the compensation policy of our corporate officers for the fiscal year 2026. As for the directors and the Chairman of the Board, we proposed that their compensation policies remain unchanged compared with 2025, as you can see here on the screen. The annual global envelope allocated to the directors remains fixed at EUR 1.2 million, which is stable since 2020. The fixed annual compensation of the Chairman of the Board remains fixed at EUR 375,000, and he's not eligible to the compensation of the directors.

Now let's go on to the remuneration, the compensation policy of our CEO in 2026. As you can see on this slide, the structure proposed for 2026 is related to the performance and characterized by a significant component in bonus shares to ensure the retention effect. More than 71% of his total compensation is directly related to the performance, translating a strong alignment with value creation for our shareholders. Besides, this composition policy is relative because the nominal part is aligned with the lower quartile of the SBF 120 and the multi-annual variable share in shares is under the average for most of it. Although last year, we wanted to strengthen the profit sharing and the success of the transformation plan, the North Star strategy, to reinforce the alignment of the interest of the shareholders.

As for the annual variable compensation, the Board, upon the recommendation of the Compensation Committee, would like to have a more demanding framework than the one retained in 2025 in the context of material transition. So the minimum payment threshold of 90%, which was specific for the material transition period, has been removed. No payment will be carried out if the cumulated rate is under 60%. The mechanisms are followed by a fixed cap of 150% of the fixed compensation, which is a mechanism, a clawback mechanism.

As for the compensation policy or the variable multi-annual compensation, the Board proposes a system adapted to the Group's context so as to preserve the incentives and which will follow the Group transformation. We plan to allocate performance shares and the number must correspond to the amount of EUR 1.050.000 -- 150% of the fixed weight instead of 100% planned last year, calculated based on the average of the closing price of the 3 previous months according to the attribution date.

This system is submitted to performance conditions appreciated during the period '26-'28 determined on the basis of the budget, which is approved each and every year by the Board.

A mechanism limiting the compensation possibilities have been set up. If the financial criteria do not reach that threshold, the overall financial pillar will be capped at 70%. No compensation between the financial criteria and the CSR criteria is possible. The objective through this plan, which is characterized by a close link with the Group's performance and its value creation, this is to restore an efficient clawback mechanism and to align the interest of the shareholders over the long term. This policy will be the subject of a reexamination in 2027 according to the Group's situation.

Now let's end with the free share plan 2026. This plan will be the subject of the 25th resolution, which will be submitted to you later on, the overall envelope required stands at 3% of the share capital. This envelope takes into account the current market context with the low market value and the Group wants to encourage its key talents to realize their transformation and find the path back to value creation. This plan is there to accompany the Group's transformation and support the commitment of the managers and key contributors and strengthen their alignment with the long-term performance of Worldline.

It is exclusively on performance shares submitted to very demanding conditions, which are set each year by the Board.

Ladies and gentlemen, dear shareholders, I'd like to thank you for your attention. And I'd like to now invite Mr. Josselin Vernay from Deloitte & Associates representing the joint auditors to present their reports for the 2025 accounts and the financial resolutions that will be submitted to your approval. He will also present his report on the sustainability reporting.

[Interpreted] Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on behalf of the joint auditors of Worldline, Deloitte and Grant Thorton, I will tell you about the execution of our missions for the 2025 accounts.

We have issued 10 reports, 9 on resolutions submitted to your approval and concern the annual financial statements of Worldline SA, the consolidated financial statements, the operations of the capital planned in the resolutions that will be submitted to you, that means resolutions 16, 17 to 21, 24, 25 and 23, and the related party agreements. One report will not have resolution. This concerns the certification of information on sustainability, which figures in the Group's management report. I suggest not to read our reports but to summarize the main points.

So first of all, as for the report on the financial statements, our reports on the consolidated financial statements presented from pages 230 to 234 of the URD and one on the annual accounts on pages 207 to 210. Our work, in compliance with our professional standards, can give you a reasonable assurance that the consolidated accounts did not bear any material misstatements. And our audit plan as well as the conclusions were presented to the Audit Committee and the Board.

Our 2 firms worked in France and internationally in all the significant entities of your Group. Our approach and our diligence have been adapted to the various activities of your Group so as to take into account the specificities in terms of regulations, risks, organization, internal control system as well as the important or nonrecurring operations.

Within our framework, we have paid particular attention to the assessment of -- sorry, to the application of the booking principles to review the various material misstatements.

Our reports on the accounts state the key points of our audit as well as the diligences we have implemented to meet them. For the annual financial statements, only one key point has been identified. That is the assessment of the securities. For the consolidated financial statements, we have paid particular attention to 3 points: the assessment of the goodwill, which stands at EUR 3,840 million net value at the 31st of December '25, a booking of the revenue stemming from the transaction activities, the classification and the assessment of the assets held so as to sell the discontinued operations in compliance with standard IFRS 5.

Our reports include technical observation in application of the ANC regulation, which is compulsory from the 1st of January 2025 onwards. We've also proceeded with the specific verifications planned with our professional standards, and we have no observation to make about that.

We have issued 5 reports on the delegation of the capital operations, on which you'll have to vote in resolutions 16, 17, 21, 23, 24 and 25. That is Resolution 16 on the reduction of share by the cancellation of treasury shares. Resolution 17 to 21 so that your Board can issue in one or several times shares and various securities with the maintenance or suppression of preference subscription rights. The Resolution 23 for the issuing of -- for the increase of share capital. 24th resolution, delegation of competence to the Board to increase the company's share capital without preferential subscription rights for shareholders for the benefit of people with certain characteristics in the context of an employee shareholding operation.

And Resolution 25, authorization to the Board of Directors to grant free shares to be issued with the waiver by shareholders to their preferential subscription rights to the employees and corporate officers of the company and its affiliated companies. This is presented in the Board's report. We have carried out all the diligences in compliance with what can be applied in France.

As for Resolution 16, we have no observation to make on the causes of the reduction of share capital. As for Resolution 17 and 21, we indicate that to determine the issuing prices, they have not been fixed, we cannot give our opinion about the choice of the calculation of this issuing price and its amount. And as for resolutions 18 and 19, we have no observation to make on the conditions to determine the issuing price, but the definitive conditions according to which the issuance will be carried out since they have not been fixed. We are not going to express any opinion on this because of the suppression of the share capital rights.

Resolutions 24 and 25, we are not expressing any opinion on that, nor on the suppression of the preferential subscription rights. And Resolution 25, we have no observation to make on the information given in the report of the Board. We will establish additional reports in case we use these delegations by your Board.

And finally, we have issued 2 specific reports on related party agreements. One special report, which was presented in Page 311 to 314 of the URD, and we inform you that we were given 4 new conventions authorized since the last general meeting, and 2 after the closing of the accounts. The 4 new conventions are the following: the conclusion of 2 subscription engagements signed on the 5th of November 2025, on the BPI France participation, the other one with Credit Agricole France SA for the extraordinary general assembly on the 8th of January '26, the conclusion of agreement letters signed on the 5th of November 2025 with the Credit Agricole Payment Services and call formalizing the conditions for the implementation of the phase one of the merchant [ Minetec ] partnership, the conclusion of standby underwriting letters signed on the 8th of January '26 with banking syndicate for the increase of capital and to maintain the special subscription right, and addendum to the engagement for subscription of the Credit Agricole SA and Del Finance signed on the 3rd of February '26.

We have no observation to make on these conventions. We finally issued a special additional report related to one convention authorized and concluded after our initial special report on the guarantee contract for an amount of EUR 250 million concluded on the 11th of March '26 and authorized by your Board on the 10th of March '26. We have no observation to make on this agreement.

Ladies and gentlemen, dear shareholders, I do thank you for your attention.

[Interpreted] Thank you, Mr. Vernay, for your presentation.

Ladies and gentlemen, dear shareholders, I now suggest we go on to the questions-and-answers session. The company has not received any written question transmitted from the shareholders in due form and within the time permitted. So we're going to answer the questions in the room. For those following our meeting remotely, you can also put your questions on the Internet via the online broadcasting interface. And for your questions in the room, I suggest you raise your hand if you have a question, and the hostess will give you a microphone. Please be concise so that the other shareholders might be able to put their questions. And the secretary will transmit the questions put during the meeting via the platform online.

[Interpreted] And to begin, I see that there are already 2 questions online. I'll take the first one to begin. The question is the following: BNP Paribas and Credit Mutuel have become strategic major shareholders after the capital increase. Did they ask to hold a seat at the Board?

The answer is no, whether it's BNP Paribas or Credit Mutuel, they've told us that for the moment they did not wish to be represented at the Board. And so therefore, we will remain with the representatives from BPI France, Credit Agricole and SIX.

Are there questions in the room? Yes, sir, you're the first one.

[Interpreted] Ladies and gentlemen, good afternoon, [ Eric Borgat ], individual shareholder and I hold many shares. I have 2 questions. My first question is on the managerial execution of the recovery plan. First, I would like to thank you for the Mercato 2025 carried out by Mr. Vacheron. This was done for the key positions in the company. This was really welcome. Congratulations. You have a road map, which is worthy of the Champions League. So thanks to this organization.

What specific indicators, what regulatory our financial models should we examine and watch and monitor closely in the next 18 months to validate the trajectory of our 2030 plan? That's my first question.

The second question, very quickly, which concerns the alignment of the technologies, the relevance of the solutions catalog and the infrastructures. So in the industry, the General Manager of Valeo, Mr. Pierre said that he would confirm that the technological choices of Valeo were structurally the right ones vis-a-vis competition. What about Worldline? Can you confirm today that our convergence platforms and our current acquisition tools are perfectly aligned with our customers' needs and that you have the necessary head start to fight against our competitors?

[Interpreted] Pierre-Antoine, can you answer this question?

[Interpreted] So as for the first question, I presented a few indicators that we are steering, which are the indicators -- this is the judge. We have 3 types of indicators: the operational performance indicators, the ones that I mentioned, the attrition rate of the small merchants, the evolution of the NPS, the evolution of the number of orders in the 2 segments, companies and the financial institutions, when they will help us, and you have to follow those milestones.

The second criteria is the progress in our transformation plan. And here, we have, on a quarterly basis, this is based on the convergence of our platforms. At the end of June, the fact that we migrated the portfolio, so small merchants, Ogone and sits on GoPay and the fact that we are closing down Ogone, the migration of the portfolio of Italian merchants on our acquisition platforms, so these are very concrete facts, the closing of some legal entities, the closing of certain sites. So this is something concrete that we are steering on a quarterly basis.

And the third element is our ability to innovate. Because as you're saying yourself, we are in an industry where innovation, adequation of the supply to demand is very important. And we have some milestones that are clearly identified products or solutions that we would like to launch during the year.

What's most important for our customer experience is our onboarding portal, which we call the Launchpad. And we will have the first version this summer before the publications of the first half. Then as you see, steering performance has to be underpinned by very financial -- sorry, by operational indicators, and the financial side will follow on after that.

Now you talked about our products and so on being in line with future needs and enabling us to be a winning team, well, I'd be more humble than the boss of Valeo, I'd say it's time will tell really whether we've got it right in terms of the products we produce or not.

But what reassures me -- well, there are a couple of things. Firstly, the fact that key accounts like the SNCF, the NCSB, Cdiscount, the Fnac Company, they're not small players they've all decided, after calls for tender to migrate to our target platforms. So the customer has made those choices. So that's very reassuring.

And the other thing that reassures me is that the migration of our Italian portfolio is going very well. That means that we have here a product that's in line with merchants' needs, and that delivers the service expected of our go-to-market segments.

[Interpreted] Thank you very much. Are there other questions? There's a gentleman there raising his hand towards the center of the room.

[Interpreted] Yes, I'd like to go back to the message you put into your brochure. You said one point, just looking at the brochure here.That we're fully aware that the fact of coming back to regular growth and improving the cash flow of the Group will require sustained execution over time. So the question is very simple. I'd like a figure to be put on the word time -- it's going to take time going forward. How long?

[Interpreted] Well, we have North Star 2030 already, as you know, and the objectives we've set for the company by 2030 are well known. 2026, we all know, is a year of transition and setting the foundations done. After 2027, we'll start getting back into a free -- a positive free cash flow situation. So they are the milestones we've set down time wise.

So the turning point is going to be 2027, our objectives in terms of growth rate and cash generation in the full year 2030.

[Interpreted] Well, my second question then concerns an accounting item. I don't understand why the depreciation of the impairment of goodwill is at such a high level. It represents almost all of the accounting losses, book losses. How come? How come the amount is so high in terms of the impairment of the goodwill? Why is the figure so high?

[Interpreted] Would you allow me to answer in English, if you don't mind? I prefer. Thank you.

EUR 4.1 billion of debt impairment in H1, the first semester of 2025, because that's the time that we reviewed the business plan. I think that was the first quarter that Pierre-Antoine joined Worldline, and felt that the previous business plans that we had was higher, also the payment sector was going down. And most of our competitors still had a mid-single digit. Now some of them are in the low single digit.

So we took an impairment of EUR 4.1 billion then. And that business plan was very similar to the one that we presented then in the Capital Markets Day. And on that basis, we would not have needed further depreciation. So the EUR 4 billion is really coming from a reduced growth rate going forward.

The second EUR 600 million that we took in the second half of last year was really a reassessment given the scope we had started to prune in terms of our divestment. So that's why we had the EUR 4.1 billion plus the EUR 0.6 billion, EUR 4.7 billion. And now we are at EUR 3.8 billion.

[Interpreted] There's a gentleman in the same row with the question too.

[Interpreted] Yes. I'm a retail shareholder myself. I have a few questions. We had EUR 580 million of deficit in 2025, and that bought down the cash by EUR 186 million. Is that right? I mean you sold off EUR 580 million worth. But on the other hand, there were EUR 686 million of cash less. So if we do the difference, we can understand what was the gain before the disposal. Is that right?

Then you talked about the dynamic. You said there's a good dynamic in travel and hospitality and self-service. Well, we don't travel every day, but we tend to eat and go shopping every day with the Tier 1 retailers. And these are industries where your market share, your increases would tend to be going up less than elsewhere. So there are also existing customers that have migrated towards new solutions you said. Does that mean that our new solutions, by and large, are more expensive or less expensive for those clients? Is there more competition, or what? I mean when you renew with those clients, there might be additional services. But overall, plus the total amount over the period of the contract, is it maybe lesser perhaps given the competitive landscape?

And you want to close down some data centers -- 2 data centers. And could you tell some more details about that?

And another more generic topic. When we ask for an admission card, we are moved over to vote access and you got to go through different sites and say, "I want an admission card for this meeting," and you want to download and so on, there are all sorts of steps along the way. How come the process isn't streamlined? It should all be available on one page for vote access, I think. It would make it simpler for people, if you don't mind me saying so.

The simpler the process is for your clients or your shareholders, the better it will be for everybody.

[Interpreted] Thank you for those points. Charles-Henri will answer the last question in a minute, but Pierre-Antoine will probably start off with the second question, and Srikanth will first take the question on the cash following the disposals. Mr. Vacheron?

[Interpreted] Yes. Well, lots of questions in your second question, so I'll try and not forget anything. Obviously, each segment, each go-to-market, each vertical has its own dynamics that are specific. And if you look at the dynamic of a given vertical, you have to look at the competitive landscape around you. As Worldline, we got to look around us. And that's how we got to reason.

So regarding the verticals, as a whole, that are connected with the development of consumption, well, the dynamics are pretty buoyant, I would say, depending on the vertical. Typically, I mean, we all know that textiles aren't faring very well these days. And no matter what performance, you may have an excellent value proposition, no matter how good the performance is, it will tend to go down no matter what.

However, if you're in Tier 1 volume retailers for food, especially higher discount stores, you'll have more growth. But margins will be lower. So that's the way it is. And it's -- we've got to live with that. And each quarter, we'll have a more or less strong dynamic on the net revenue figure that we'll achieve and so on. So that's the first answer.

And where we see a lot of EVs being charged, charging stations and service stations and so on, we would hope to be present, because there's a lot of activity going on there, that's where we are present, and more and more present because we're very present in the ecosystems of that kind of charging station, for example, for electric vehicles. And we've had both of 8%, for example, in the first quarter of this year in that segment. That's 1/3 of the enterprise vertical of Worldline. So that's what we're looking at.

And for travel, we're very well integrated into the ecosystem there too. We have a strong position in that particular vertical. And that is very buoyant, not necessarily because of local customers, but because of the transcontinental clientele, as we used to call them in the old days.

So when it comes to the price dynamics, the world of payments is a world where prices are under pressure. And it's also one of the reasons why the conversions of our platform, the automation of our processes will be worthwhile. Because if you have a price drop, well, what's important is to drop your cost faster than the price drops so as to lock in your margins, and we're fighting on that. In 2025, with a quite substantial drop in our contribution margin, the first level of the margin. And what we said was that 2026 would probably be still of the same ilk. And it's as of 2027 onwards that we'll level it off, stabilize the contribution margin by availing of the rationalization of the platform, the automation of the operations and also our -- leveraging our ability to sell more products for the same merchant. And that's why we're pushing forward the dynamic prices for merchants.

Now on data centers, this is a journey we're on, has been going on for a while will continue. We want to reduce the number of autonomous data centers. Legacy infrastructure, as we call them in Worldline. And we continue to do that in 2026 after 2025 already. And there are different directions we're going to go in. We can have autonomous data centers for some of them, or else we can migrate towards our sovereign cloud because Worldline is characterized by a sovereign private cloud that we operate ourselves, which is very virtuous for banks and Tier 1 retailers. Also we want to migrate to public cloud services with a pallet going from Google with which the Group had entered into a rather large agreement some years ago, and AWS.

[Interpreted] I'd like to avail of the opportunities as the Chairman to add in the question that came up online, before I let Srikanth answer the previous question. What's the risk of delaying in execution regarding convergence of the platforms? What's the risk of delays?

Well, there's always a risk of delays because we're talking about IT projects. Now the good news is that as we speak, when it comes to the projects we rolled out for 2026, we're really on track, even ahead of ourselves in some cases. So I think the convergence of platforms, to explain what it's about in Worldline's context, we've chosen a strategy which is to elect target platform to which we'll migrate our portfolios of merchants. It's not take 2 platforms and put them together, merge them or anything like that. No. We'll take a target platform, a 2B platform that's already been modernized. We'll do some marginal adaptations to come into line with market needs. And we migrate our portfolio of merchants over there. So it's a simpler thing to do than merging other platforms -- merging platforms together, I mean.

Okay. Well, thank you. Srikanth?

So there were 2 parts. One, which was the EUR 580 million that you mentioned, the EUR 580 million, we had -- which we have banked to date with another EUR 40 million to EUR 50 million to go for India and Australia. The total amount that we said that we'll get from the M&A proceeds was between EUR 590 million to EUR 640 million. So with the EUR 580 million and EUR 40 million to go, we are in the range that we had said earlier. So that's one.

The second part is your EUR 186 million of cash that you mentioned. So part of this -- and that goes on top, such as the one in Switzerland where we did the divestment, we have got that cash from the EUR 186 million, it was roughly EUR 40 million, and we got that paid on top.

India is something which is still to be done in H2. As we said, the equity value was higher than the enterprise value because we have cash in India. We'll get paid when we close. Same thing in Australia.

And in terms of the mobility transaction services, they have a longer time to finish the completion accounts. So that will crystallize in H2. So when we come to H2, we'll show you exactly how much of the cash has been brought back into Worldline or paid as part of M&A. And of course, EUR 186 million was in December 25. By the time we had the closure, the cash had moved up or down. So we'll give that full account when come to H2.

[Interpreted] Concerning the voting process, yes, vote access -- Mr. Taffin. As you were saying, it's a platform that's used by the book runners and for issuers to take account of the poles and the admission cards. This issue was reported to us already, and we'll be pushing it forward as well, in the direction you've suggested. We'll try and simplify that process.

[Interpreted] I still have another question online. Said the Chairman.

When the plant cuts to personnel, 7% per year, cost will start...

What we're talking about here, it's 4% to 5% of cut-backs staff-wise in Western Europe. That's the scope outside of the global competency centers. And that's already been started, that process. Because if I look at the period since the 1st of January of this year, in a reduced scope because we lost, as you know, 30% of our head count with the divestments we made. So we went from 18,000 down to 13,400 people because of the disposals. So 30% of our head count drop and 10% of drop in the revenues.

Now regarding the remainder, we've got about 10,000 people in Western Europe. Of the 10,000 people in Western Europe, we've already got 200 people who have left since the start of this year. So what we've got to bear in mind is the process we've adopted is not unique to Worldline. It aims at being supported as much as possible by a process of voluntary levers. And there's a natural attrition as well.

So with the 4% to 5% total objective for the whole of the plan period, we have voluntary departures, voluntary leaves, 6% or so per year. So the process we've embarked on aims at replacing as much as possible the people who leave on a voluntary basis by internal skills, people we train. And we reskill, we've got a very far-reaching plan for training, for reskilling of our employees so as to reskill them for these posts so that we can match the 4% to 5% in a less costly manner. That's why we haven't got that many restructuring costs in the plant. But also we want to give a chance to insiders, to employees already in the company to be reskilled and move on to a new post.

[Interpreted] Yes, sir. There's a gentleman towards the front of the room with a question, who is waiting for a microphone somebody in the back, sorry, who has a microphone already. So sir, yes.

[Interpreted] I'm an individual shareholder. You mentioned the experience of lots of people in the Board of Directors and you're suggesting that certain members should be reappointed. But some of those people led us into almost bankruptcy.

So second question, what about remuneration? We keep on hearing this at all the shareholders meeting, that we've got to increase the remuneration because we're below the market average. I don't know how you compute the average. We keep on hearing this every day in all the AGMs we go to. So I'm an individual shareholder, I've lost a lot of money, and this failure of the company was because of a lot of blunders.

[Interpreted] Chairman. Regarding the remuneration, there is no increase in the remuneration proposed today. I'd like to reassure you about that. What is proposed for 2026 is the strict application or enforcement of what was voted through in 2025. No increase, therefore, that's been planned as such.

Secondly, your appraisal regarding our Board members. Well, firstly, the fact that we're here today indicates that the company has not gone bankrupt. It's gone through difficulties, yes, indeed. And the role of the Board of Directors in this current composition, with the reappointment of the management teams as well, is supposed to address the difficult situation that the company found itself in.

So we're totally convinced that the people currently in the Board of Directors, speaking as Chairman of the Board, I consider all those people to be totally fit for the purpose, professional competent people to help us to turn around the company.

Another question here at the bottom.

[Interpreted] Good afternoon. I'm a bit bitter because I was since 25 years at Ingenico. And you see, when you're loyal over the long run, I thought I would be a winner, but I'm a loser. We had this beautiful company, Ingenico. I'd like to pay tribute to Jean-Jacques Poutrel, the founder of Ingenico. He had created this company and I really liked him.

And here I feel that what's happened, I've lost everything. And what I'd like to note, because I'm nostalgic about that company. And I believe that you've sold off the hardware. What's left from Ingenico within Worldline? That's my first question. I'd like to know that.

And I have a second question. You were talking about the Board there, a lot of non-French people, directors. And you were saying that Worldline is an international company, but I'm bit shocked because the name sounds British or American. But you are working in Europe. Or do you have ideas about going on to other continents?

And in Europe -- in Europe, if you work well in Europe, what is your market share per country? Do you know what is your market share per country?

[Interpreted] Well, I do agree with you the name Worldline was chosen quite a few years ago. I don't exactly remember when, more than 10 years ago. And the level of ambition in those days was different.

As for the international aspect, I will let Pierre-Antoine complete my answer.

[Interpreted] France accounts for a small part of our revenue. So we are active internationally. We're based in France. It's a French company, but our activities are carried out abroad, mainly by abroad, after the cleaning of our portfolio, we are mainly based in Europe. In European, mainly European. Yes, I do confirm we are mainly European.

As for Ingenico, Worldline has indeed sold its -- the hardware. That was 3 years ago. And as for the terminals from Ingenico, I mean, I think it's a good decision because the terminal section of Ingenico at Apollo, now they're part of Apollo, they have a lot of difficulties.

And as for what's left of Ingenico, these are all the activities in Europe that had been bought over by Ingenico, to redeploy them in the payment services. Global Collect Access that was brought over in 2006 by Ingenico, that is our core offer for large [indiscernible]. PAYONE in Germany, a major part comes from Ingenico. GoPay, that's the rest of Ogone that had been bought by Ingenico.

So the success of Worldline today is due to Ingenico. A major part. Not the whole of it, but a major part. And Worldline -- it's probably 1/3 coming from Ingenico, a major part coming from SIX. SIX is our engine for acquisitions and e-comms that have been set up and brought over by Worldline. So that's your second question.

As for your third question regarding Europe, we have positions which are very significant. France is not the major part of our revenue. But in France, more than half of the transactions in commerce goes via our platforms. All the major companies go via Worldline platforms. When you do an e-commerce transaction, your authentication is carried out by Worldline for 3/4 of the banks. And then if you look at Belgium, The Netherlands, we have very strong market shares, whether it's on the side of the bank or on the side of the merchants. In Germany, we hold 40% of the market, so we have a strong position.

In Switzerland, we have even stronger positions, between 70% and 80%. In Austria, our position is very strong from the banking institutions because we process most of the transactions from the banks. And in Greece, we hold 30% of the market. Italy, we are around 20%, Sweden, around 20%. So we're not that strong. So we are deeply anchored in Europe.

In the U.K., yes, we are not that strong. We are stronger for the acceptance of large merchants like Sainsbury's. They go through our platforms. And we have a small portfolio of small merchants, and they go through partners. But we have a license to operate post-Brexit in the U.K.

[Interpreted] I have another question that was put online. The European sovereignty, is it an opportunity for Worldline?

Yes, clearly. Worldline is the only European player which is present in all these geographies, and he is a player in sovereignty. We're not a public player, but the fact that we have European technologies, we have a hosting in a cloud that is sovereign, we are considered by banks and large merchants like one of the players of European sovereign. And this is a differentiating factor in our calls, especially for the banks.

Good afternoon. First of all, I'd like to congratulate you for the European refocusing, which is a success, especially with the disposals that were finalized in the 1st of June of mobility, e-services, transactional web. The operational engagements are held. Now for 2026, you are still anticipating a negative free cash flow, minus EUR 70 million to minus EUR 80 million, if I'm not mistaken. So I would like to have more information on 2 pitfalls: free cash flow that would be positive, first.

And as for your restructuring plan, it is associated to Worldline's track record. The restructuring costs and optimization -- IT optimization costs are always above what is budgeted. That's a fact.

And the second point, I'm not mistaken, you are in a business where there are a lot of fixed costs. And so how can you guarantee that there will not be violent scissors effect with this drop in the revenue after this refocusing and increase in the costs? So after this return to a positive free cash flow, which might be temporary or which is factual, from which quarter onwards do you have visibility about this?

[Interpreted] I will begin and then Srikanth will continue or complete. The first point, today, our costs are held -- our restructuring costs are held as planned. And we are steering the way we are managing departures, the exceptional investments so that we might not drift considering our budget that we had fixed.

The second element, most of the disposals carried out did not use our European platforms. So the fact that they are leaving, this has not translated by lesser absorption of fixed costs, and the third element, this is why we are converging our platforms and our target platforms, that is to better absorb the fixed costs.

To give you an idea, the fact that we are going to migrate our Italian portfolio to our target acquisition portfolio, that is a full economy of EUR 13 million in 2027. So it is a substantial amount.

So all this explains why we are confident considering our March and our convergence that we will go back to a positive cash flow situation from 2027 onwards.

I'd say that in 2024, we had a restructuring cash out in excess of EUR 240 million, that we say in '26 it's more in the range of EUR 170 million to EUR 180 million. And progressively, in '27, we go to EUR 100 million plus. So that's the level of reduction we've got.

Then when we look at the North Star plan itself, it's a staged plan so we can accelerate or decelerate on a given year. But globally, we are comfortable with the level of cash outlay needed.

[Interpreted] Hello. I heard and read that you're planning to bring together your shares, 1-4-40. So the poor people who have less than 40 shares, so what will happen? And when will this reverse share split begin?

[Interpreted] Well, this reverse share split has been announced and it is ongoing. It will be finalized in a week or 10 days from now. And the amount is such that for 40 shares, for 1 share, there can be share fractions. If you have a number of securities that is not a multiple of 40, the amounts will be relatively limited. And if it is the case, they will be compensated for if you do not have this number of shares.

So the conversion will be carried out automatically. And for the shares that will not be included because you will not have a multiple of 40, your share fraction will be compensated for automatically.

And during this period, you can buy some to reach this multiple of 40 -- I'm sorry, the person is not using a microphone. The person, the shareholder asking the question is not using a microphone. The interpreters cannot hear him.

Do you trust the company will be able to do this?

[Interpreted] I cannot answer the first part of the question. It is not my role. But I can answer the second part of your question as for the trust in the future of the company. And here, there's no doubt, the answer is yes.

[Interpreted] A few more questions very quickly. Yes, sir.

[Interpreted] I have the microphone, sorry. I am an individual shareholder since a very long time. Several small questions. The auditor -- statutory auditor talked about the partnership. This has been presented with a lot of ambitions. With the Credit Agricole, it was called cole. I'd like to know more. I'd like to know, if you have some important ambitions via this partnership. The increase in capital confirmed your piggybacking with banking partners that are very powerful, Credit Agricole, BNP Paribas, Credit Mutuel has just entered. So what is this going to provide you in terms of security? And do you expect some commercial partnerships between these fund investors?

And will -- and the last question, and this is to add to what the gentleman just said. I know you don't make a lot of comments on this, but what do you expect in terms of revaluation? Or can you comment the difference between the value perceived of Worldline and the share price, which is not that good?

[Interpreted] As for cole, so the partnership with Credit Agricole, is present today. It is alive today. Because the acceptance, the technical part of the services we provide to the merchants, since last summer, the Credit Agricole in its regional distributes our e-commerce offer. And in the entity that is held by Credit Agricole, since a few weeks, we have begun pilots for acceptance with the proximity merchants or modern solutions. And this is present in 4 regional guests.

So this is a partnership. And in the world of acceptance, it's working well. And we have won some major merchants together, and Worldline is providing acceptance with Ingenico and its platform. And the acquisition from the financial point of view of this term of Credit Agricole. So that's the first answer.

The second answer I already communicated, especially after the presentation of the strategic plan. The ambitions we have for this partnership was quite disconnected from what had been announced initially. For a very simple reason. We are trying to clinch a partnership that will create value for Worldline too. And one of the major assumptions was the transfer of merchant portfolio that was not profitable, that did not correspond to our criteria. And so based on that, we refocused our partnership with the Credit Agricole acceptance. We can provide something specific to Credit Agricole without having negative margins to absorb on the side of Worldline. And since the French market is a market that is quite difficult, the assumption that by removing the portfolio of the bank, we could increase our prices, we thought that that was not very realistic.

So it is a partnership that is working well. It is less ambitious than the original ideas, but it is a partnership that must create value for everyone, including Worldline. And this is why we have refocused this partnership on acceptance.

And all these elements, to reassure you, this is the assumption, particularly in our financial trajectory for 2030, and we have a more reasonable approach for this partnership.

[Interpreted] And before last row.

[Interpreted] Good afternoon, [Shanika], individual shareholder. I'm very unhappy because of this stock exchange disaster. I really wonder how it was even possible.

So 3 questions. The stock exchange disaster. How can you explain it? It's just incredible this whole chain of problems of revelations. How can you explain that no one in the company could say anything, was awake enough? I mean how come you didn't know what the soft signals, and the directors, none of you even noticed anything? So I don't understand why this happened.

The second question, I need proof for the future regarding the acceptance of the management of the company. Page 480, you were talking about the financial transactions of the directors. And there are only 2 people, the Chairman and CEO, who have bought securities since the 1st of January 2025. What about the others? And then were there transactions in 2026, this report is it only for 2025, who bought? When a director, when the management buys, is nothing better than that for me. That's the best proof.

And finally, for the future, why, Mr. Chair, you don't invest more. You are investing EUR 30,000 of purchasing and EUR 65,000 for the CEO. So why aren't you taking an example from the manager of Atos, invested EUR 9 million in the safeguarding plan. It's a proof of trust and there's nothing better according to me. Thank you for your answers.

So first of all, you have to have the EUR 9 million before you can invest them.

And the point on the personal investment of the directors. In our internal rules of procedure, we have a minimum threshold, but it is not relevant anymore today because of the share price. And it is up to each director to decide to buy, that you want to buy or not. As you might have noticed personally, I have bought a few in 2024. I bought a few in 2025 and I bought some in 2026. But fortunately, in France, it is not possible. It is not authorized by law. We cannot compensate the directors through shares. This would simplify our number of things though. And according to me, this would allow us to have a better alignment with the interest of the shareholders. But we are complying with the law, and it is up to each shareholder or each individual director to buy or not.

And when we look at the number of securities held by the shareholders, some of them bought them at a price of EUR 20 or more. So there was a significant loss in all these purchases. If I take my personal case, as far as I can remember, the average cost of purchase was EUR 5. So you see compared to EUR 0.30, I didn't make a good deal here.

And as for the stock price last year, there was a whole series of events, which began with a certain revelations, disclosures that we examined in detail. And very often, as very often in the press, there are a few truths, but there are also a lot of exaggerations. The press is free to express itself, and that's what happened. That wasn't very serious.

But what was very detrimental is that we were submitted to massive attacks from speculative funds, and we couldn't defend ourselves against them. And as very often, these speculative funds hunt in herds, and they led us towards a downward spiral.

And I don't know if you've seen this, but for those who know about the stock exchange, at certain moments, the number of securities sold openly represented 40% of the number of securities that we have the short, therefore. So these are record percentages. And this lasted for months and months. So there were massive sales of shares -- of shorts, and the share price just collapsed. And this has nothing to do with the operational performance, the intrinsic performance of the company. So I would say that that is the risk of a listed company that does not have any major shareholder with a float, which at the time we were at 65% for the free float. And so this led us to speculations.

So it's all fine when it is bullish. But here, these were shorts and -- massive shorts, and this led to the speculation. And the more it went down, the more there was shorting. And so that's the only line of defense that the Board has in this case, is to work on the operational. This is what we did with the almost total renewal of the management with the new strategy, with the strengthening of the internal controls. So a lot has been done.

It isn't always visible from the outside, but I can guarantee you that the company we have today is not at all the same as the one that existed 2 years ago. I can guarantee that to you. And as Pierre-Antoine said and as he reiterated it, this transformation requires some amount of time. So we will not have sensational results in the first half. We have to be realistic. It takes time.

But the Board, myself and the management, we are all convinced that we have the right strategy and we are on the right track to make sure that the company recovers.

[Interpreted] I'd like to just add a few comments of my own, if I may. Obviously, the situation of the stock price right now, nobody is happy about it. And I'm the first to say that. And given also the reinvestments that some of you have put in when we did our capital increase, the way in which the stock price has trended since that, well, wasn't in line with what we were hoping would happen when we rolled out the transaction.

But I can say at the same time that we are not sparing in our efforts, and Srikanth is talking to our major investors regularly the whole time. Just to give you an idea, when we did the capital increase, we saw more than 100 institutional investors, I mean, so to convince them to come and join us, to onboard them into our shareholder base. And we had 123% oversubscription, when you remember the context, you'll recall that it was 15 days after the start of the war in Iran, and Nexi, our major peer, was running at a discount of its real value on the market.

So if you look at the performance of Worldline compared with our peers, since the start of the year, we're comparable. Unfortunately, only comparable to what our industry is doing. That's Nexi, the Italian company, Fiserv, the American company. We're doing better than IDN, which has gone down in value quite a lot since the start of the year. But it's the institutional investors that actually do the work that will change the way stock prices move.

And they judge us on the base of our results. And they say, what you've been doing is good. If you look at the analyst reports, that's what they say in their reports. But they're saying that we will come back to Worldline when you produce the results quarter in, quarter out.

So we've just got to be patient, bide our time, because the financial analysts, some of them are starting to change their recommendation. One of them has gone into a positive recommendation already. They're starting to change the recommendations. Jefferies is the one that's gone positive on us now. So we're on a journey, definitely long, but we do hope it will end up in -- end up producing results. And when you got 2 or 3 analysts that start making a move that hopefully would generate moves by others too. But the results have to be on par with expectations to do that.

Credibility is about something you build up quarter in, quarter out. You can lose, low credibility all of a sudden, but it takes several quarters to build it up again.

[Interpreted] So I have a question here from somebody online on remuneration. Chairman. Just to clarify, I was talking about the cash remuneration earlier. As I indicated during the presentation, the cap concerning the long-term remuneration -- share-based remuneration went from 100% to 150%. Just to clarify that, because somebody online has raised this question in writing.

Time to take a couple of questions. There's a gentleman here waiting for a long time to ask his question. Please go ahead.

[Interpreted] The value of the stocks -- well, we've lost 99% of our -- of the work in 5 years. Would there be any solution whereby Worldline would disappear, and in exchange, if our shares were sold off, we could have chairs of U.S. competitors at the end, we could get even 100 -- if we get EUR 1 out of the 100 put in initially, Worldline were to go by the Board, couldn't we get other shares instead, instead of losing 99% of the value?

Now my second question is the following. You have a competitor call Stripe. They have about the same revenue figures yourselves, now 5 billion worth in euro. It's similar to yourselves. But they have 1/2 of the head count. So how do they manage that? What's Worldline doing wrong, in other words? The same revenue figure, but twice the headcount compared to the other company.

And my third question is the new means of payment, Wero in particular. What is the impact on the margin and the EBITDA of Wero payment compared with the card-based payments?

[Interpreted] Well, I'll answer the first part -- or the first question, and then Pierre-Antoine will take -- the other 2 questions. When you look in the rearview mirror, obviously, it's easy to make the right decision. With knowledge of hindsight, 3 or 4 years ago, the company had been taken over by a big U.S. player, probably -- and if the shareholders were given a share-based payment by that acquirer, maybe the value for those shareholders would have been higher in that eventuality.

But in the stock market, there are random factors that come into play. Look at Fiserv, a big player. I think it was in the third or fourth quarter of last year, that they also issued a profit warning and overnight, they lost 50% of their value. If you look at Adyen, they were in Europe in terms of stock market valuation, they were the example to follow the benchmark, let's say. And if you look over the period of 1 year, Adyen lost 50% of its value. So there are movements going on connected with the appreciation of the industry in general, the payments industry, that is.

And you can see at the moment that there's a lot of money from investors that's being directed towards companies connected with AI, artificial intelligence. And the example we could use is not in our industry, but it's comparable in terms of stock market behavior. Look at all the companies that are IT service providers, IT services, and so on. Take the example of an American company. In spite of the fact that the multiples of valuation in the U.S. are higher than the European ones, if you look at a company like Adobe, that probably we all use every day, Adobe; I think they lost 60% of their value in 18 months, quite simply because they haven't got the AI label attached to them.

And money is flowing towards AI these days. So there are movements going on flows, let's say, that we have no control over. So the steer that the Board is giving the whole time to management people is operational things first. That's what we keep on saying to our management people because we're convinced that in the long haul, it's quality that will come to the fore. We've had difficulties in the past. Yes, undeniably so, but we're quite convinced that if we deliver the goods, deliver on our road map as planned, the market will appreciate our results and we'll acknowledge that it will be priced into our stock market value to our stock price.

Yes. The other 2 questions that you asked, the comparison with Stripe is an interesting one. We could compare us to Adyen as well. These are companies that are not the same as our Stripe like Adyen. These are companies that are relatively young companies, even though they're what, nearly 15 years of age, I'd say at this point; but they are companies that were set up with new architectures, new technologies. They believed in one single platform; not many acquisitions were made. Worldline is a different kind of company. We grew by acquisitions; acquisitions of acquisitions, and acquisitions of acquisitions of acquisitions, sometimes acquisitions of acquisition of acquisitions of acquisitions.

So it's like Russian dolls, Matryoshka kind of configuration where we have all sorts of platforms, lots and lots of legal entities, and a lot of licenses. So when you've got such fragmentation in the company, by definition, you need people to run all of these individual entities, sub-entities, platforms, and so on. So one of the reasons why we came into difficulties in Worldline in the last 2 years, we have the Power24 plan. You saw we reduced our headcount and bring up our stock price without doing the work to integrate and rationalize first. And we ended up with a level of service that went downhill a lot because there was nobody to run each of the different activities. So what we've tried to do now, the current process is to simplify first, then, integrate.

And when you don't need platforms that -- because they migrate -- our portfolios have migrated to our target platform, then you can actually reduce your headcount. Now it may seem long to you. You'd like it to go faster, no doubt you'd like [indiscernible] 20% from the headcount all of a sudden. But when we can free up resources, we do it, and we try to redeploy those people to occupy posts that will be freed up by people who left spontaneously, the voluntary leavers. Will we end up with the same number of people as tried? I can't guarantee you that, but we will have a reduction of 4% or 5% per annum between now and 2030 in our staff numbers. Now, the other question that came up from Wero, it's a payment scheme, just like a card scheme.

The difference is that you don't have interchange fees paid by the bank. And in terms of scheme fees, there are lesser scheme fees as opposed to what you pay to Visa or Mastercard. So, what we note in the first clients that signed up; we have less gross revenues, but we have a net margin that's higher because the intermediate costs are lesser. So, Wero is a better model for us in terms of margin per Worldline than the model of Visa or Mastercard. Thank you very much to the Chairman, time is passing on. We'll take the last question from a gentleman here in the middle.

I understand better what you explained last year now regarding the refocusing towards Europe. So, you're doing it right now. Okay. However, apart from that, if I look at things objectively and transparently, you've explained all the headwinds you encountered. Now, it's true that for me, there are names that were mentioned today concerning your competitors that I had totally...

Not compared with you in the past. So, could you tell us the refocusing you're doing and shed some competitive light on the competitive landscape for us because I don't know a lot of those competitors very well. And another point is, at the start of the meeting, you said that there was 1 card out of 5 that's owned that you operate. And then you talked about Switzerland where it's 40% and 30% in some other country. And you talk about France. It's hard for me to relate to these figures. What are the real figures, the actual figures? To me, there seem to be contradictory figures in there.

And also, I'd like to know, please, what's your market share if we read in terms of the refocusing because the rest of it is out of our scope anyway. Yes, Pierre-Antoine will answer you in detail, but just to give you a spontaneous answer for that, the percentage of the number of cards held. When we talk about market share, we've got to know what service we're talking about because it's not the same proportion of the same services in all the different countries. It varies. But Pierre-Antoine will give you a more detailed answer, I'm sure. Pierre-Antoine?

Yes, indeed. It's not always cut and right. We operate for banks, 20% of our revenues because we do a job for banks. And it's in that activity that we process payment cards on behalf of banks, typically, if you are trying to ING, for example, Worldline will operate your card transactions. And in that respect, we operate 1 card out of 5 in Europe. That's the figure. Now when we say we've got 30%, 40% of our market share for other markets, I'm talking about the merchant side of things. That's 80% of our revenue figure. As Wilfried has said, depending on the segment, the market share isn't the same. Concerning the competition, we talked about a U.S. competitor, that's Stripe. Adyen, it's a Dutch, they're European, really.

And Nexi is Italian. They're European. The banks, when they're competing with us, are European. So that sets the backdrop a little bit, but the ecosystem of payments is really, really fragmented, and it's complicated to simplify something that's totally fragmented because it's an ecosystem that is very fragmented quite simply. Thank you, Mr. Chairman. So at this point, I'd like to close the Q&A session, if you don't mind. And thank you to you all for taking part, for asking all your questions. And it's very important for the Board of Directors to debate with yourselves, to interact with you as shareholders.

Now I'd like to ask the committee to look at the attendance sheet, and on the base of the centralizing entity that's conducted the verification as necessary, we would like to have the final figure for the quorum. Then we will vote upon the 27 resolutions that are submitted for your approval today, and we'll announce the results of the poll each time. So the Secretary, Charles-Henri de Taffin will now organize the poll for the resolutions. Thank you, Charles-Henri. Firstly, I'd just like to clarify a question raised by this gentleman on the consolidation of shares, the reverse split, and the date. The last day for the trading day is tomorrow.

Do you want to hurry up in other words. And the new shares will be listed on Monday -- on Monday. That's the answer to that gentleman's question. If there are no other questions, then I suggest that we should close the question-and-answer session and move on to the poll on the resolutions. But before we do that, I'd like to announce the quorum, the final quorum, 62.73%. The quorum has been achieved, therefore, for this meeting. Explanations concerning the practical arrangements for the voting system, the electronic voting system, and the functioning of the tablet that you've been given. You've already been told how to use it when you enter the room.

So I suggest at this point that we should move on to the poll on the resolutions.

And we will screen a short video just to recall how to use the voting device, the tablet.

[Presentation]

So, in order to organize the poll, we'd like to ask you to kindly remain in the room until the end of the poll on all of the resolutions. Let's start off with the resolutions within the Ordinary General Meeting remit.

First resolution, the approval of the statutory financial statements for the financial year ended on December 31, 2025. The poll is now open.

[Voting]

The poll is closed. This motion is approved, 99.86% of the votes. Second resolution, the approval of the consolidated financial statements for the financial year ended on December 31, 2025. The poll is open.

[Voting]

The poll is now closed. This resolution is approved, 99.84% of votes in favor.

Third resolution, the allocation of the loss for the financial year ended on December 31, 2025, to be allocated to the retained earnings account. The poll is open.

[Voting]

The poll is closed. This motion is approved, 99.85% of votes in favor. The fourth resolution, approval of the special report of the auditors regarding the related-party agreements. The poll is open.

[Voting]

The poll is closed. This motion is carried, 99.63% of votes in favor. In line with the recommendations of the Nomination Committee and at the proposal of the Board of Directors, you have to decide on the reappointment of 3 Board members. This is the fifth resolution, the renewal of the term of office of Thierry Sommelet as Director. The poll is open now.

[Voting]

The poll is closed. This motion is carried. 98.98% of votes in favor.

Sixth resolution, the early renewal of the term of office of Nazan Somer Ozelgin as Director. The poll is open.

[Voting]

The poll is closed. This motion is approved. 98.95% of votes in favor. Seventh resolution, now, the early renewal of the term of office of Sylvia Steinmann as Director. The poll is open.

[Voting]

The poll is closed. This resolution is carried, 99.37% of votes in favor. The eighth resolution, the renewal of Grant Thornton as statutory auditors in charge of the certification of the accounts. The poll is open.

[Voting]

The poll is closed. This motion is carried. 99.53% of votes in favor. We will now review the resolutions concerning the remuneration of the corporate officers. We'll start off by the resolution concerning the 2025 remuneration, that's ex cost. Ninth resolution, approval of the information referred to in the French Commercial Code relating to the compensation of all company officers. The poll is open.

[Voting]

The poll is closed. This motion is carried. 99.58% of votes in favor. The 10th resolution, the approval of the 2025 remuneration of Wilfried, who is Chairman of the Board of Directors. The poll is now open.

[Voting]

The poll is closed. This motion is carried. 99.56% of votes in favor. 11th resolution, approval of the company for 2025 by Pierre-Antoine Vacheron, CEO as of 1st of March 2025. The poll is now open.

[Voting]

The poll is closed. This motion is carried. 98.42% of votes in favor. Let's move on now to the resolutions concerning 2026 remuneration. That's ex-ante remuneration 12th resolution, approval of the compensation policy applicable to the Chairman of the Board of Directors. The poll is now open.

[Voting]

The poll is closed. This motion is carried, 99.47% of votes in favor. 13th resolution, approval of the compensation policy applicable to the Chief Executive Officer. The poll is now open.

[Voting]

The poll is closed. This motion is carried. 98.86% of votes in favor. Thank you. The 14th resolution, approval of the compensation policy applicable to directors. The vote is open.

[Voting]

The poll is now closed. This resolution stands above 99.2% of votes in favor. 15th resolution, back every year, we ask you to renew the authorization given to the company to purchase its own shares within an identified share buyback program. The poll is now open.

[Voting]

The poll is closed. This motion is carried, 99.48% of votes in favor. We'll now move on to the extraordinary part of this General Meeting. 16th resolution, the authorization to be given to the Board of Directors to reduce the share capital through the cancellation of treasury shares. The poll is now open.

[Voting]

The poll is closed. This motion is carried. 99.5% of votes in favor. 17th resolution, delegation of competence to the Board of Directors for a period of 26 months to increase the share capital while maintaining preferential subscription rights for shareholders by issuing ordinary shares or any securities that are equity securities. Please vote now on resolution #17. The poll is now open.

[Voting]

The poll is now closed. This motion is carried. 94.38% of votes in favor.

The 18th resolution, delegation of competence to the Board of Directors to increase the share capital by way of public offerings other than those mentioned in Article L.411-2 1 of the French Monetary and Financial Code without preferential subscription rights for shareholders by issuing ordinary shares and/or any securities giving access to the share capital of the company or one of its subsidiaries. The poll is now open.

[Voting]

The poll is closed. This resolution is approved, 94.45% of votes in favor. Let's move on to the 19th resolution, that is, delegation of competence to the Board of Directors to increase the share capital by way of public offerings mentioned in Article L.411-2 1 of the French Monetary and Financial Code, without preferential subscription rights for shareholders by issuing ordinary shares and/or securities giving access to the share capital of the company or one of its subsidiaries. The poll is open for Resolution #19.

[Voting]

The poll is closed. This resolution is approved, 94.16% of votes in favor. Resolution #20, delegation to the Board of Directors of competence to increase the number of securities to be issued in connection with the share capital increase with or without preferential subscription rights of the shareholders. The poll is now open.

[Voting]

The poll is now closed. This resolution stands approved, 93.9% of votes in favor. 21st resolution, delegation of part to the Board of Directors to increase the share capital without preferential subscription rights for shareholders as consideration for contribution to the company consisting of another company's equity securities or securities giving access to its capital outside of a public exchange offer.

Please vote now on Resolution #21.

[Voting]

The poll is closed. This motion is carried, 94.21% of votes in favor. Thank you. 22nd resolution, delegation of competence to the Board of Directors to increase the share capital by incorporating premiums, reserves, profits, or other items. Please vote now on Resolution 22.

[Voting]

The poll is closed. This motion is carried. 99.72% of votes in favor. Now Resolution #23, delegation of competence to the Board of Directors to increase the share capital of the company without preferential subscription rights for shareholders for the benefit of employees and/or corporate officers of the company and our affiliated companies as members of a company or group savings plan. The poll is open.

[Voting]

The poll is closed. This motion is carried, 99.59% of votes in favor. Thank you. 24th resolution, the delegation of competence to the Board of Directors to increase the company's share capital without preferential subscription rights for shareholders for the benefit of people with certain characteristics in the context of an employee shareholding operation. The poll is now open.

[Voting]

The poll is closed. This motion is approved, 99.58% of votes in favor. The 25th resolution is next, the authorization to the Board of Directors to grant free shares issued or to be issued with the waiver by shareholders to their preferential subscription rights to the employees and corporate officers of the company and/or its affiliated companies. The poll is open.

[Voting]

The poll is closed. This motion is approved, 98.69% of votes in favor. 26th resolution amendment to the bylaws to comply with laws and regulations. The poll is now open.

[Voting]

The poll is closed. This motion is carried. 99.79% of votes in favor. And finally, 27th Resolution powers. The poll is open.

[Voting]

The poll is closed. This resolution is carried. 99.76% of votes in favor.

Ladies and gentlemen, thank you for taking part. I'd like to recall that the tablets for voting must be handed back to the hostesses as you leave the room, please. And I'll give the floor back to the Chairman now to adjourn this meeting.

Thank you, Charles-Henri de Taffin. Ladies and gentlemen, dear shareholders, I'd like to thank you for taking part in this general meeting. It was a pleasure to hold this meeting with you today and to be able to interact with you. It's important in the life of our company. All of the resolutions that were put to the vote today have been voted through, and we have exhausted our agenda. So I'd now like to adjourn our session. Thank you. Have a nice evening.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good day, and thank you for standing by. Welcome to the Worldline Q1 2026 Revenue Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded.

I would now like to hand the conference over to your speaker today, Pierre-Antoine Vacheron, Worldline Group CEO. Please go ahead.

Thanks a lot, and good evening to all of you. Thanks a lot for joining us for this Q1 release at Worldline. And I am obviously with Srikanth Seshadri, our CFO.

So let me start with a few snapshots on Q1. So overall, as you will see, Q1 reflects a business that is now stabilized, refocused and shifting from repair to execution. After the capital increase and the exit of Australia that we announced this evening, we have renewed foundations from a scope and financial perspective.

The quarterly revenue, which is in line with expectations and which gives us some confidence on the full year trajectory. Finally, a company that is fully focused on operational performance and cash flow trajectory.

So first, on the scope and financial foundations. So with New Zealand and Australia announced this evening, we have now completed our geographic refocus and portfolio pruning. Those 2 businesses were far away from our core geographies. They needed further investments and were sources of distraction. And I'm extremely happy to have found a deal with ANZ, our partner. At the end, in total, this is 7 disposals announced in 10 months, 2 of which already closed, and that enables us to focus now on our mandate, payments excellence and leadership in Europe.

At the same time, we successfully executed a EUR 500 million capital increase with a 121% take rate on the rights issue, underscoring strong market support in a fairly adverse environment. Importantly, our shareholder base has been reinforced with long-term European anchor investors who now represent around 37% of the share capital.

Taken together, these actions give us a much stronger financial foundation and remove key uncertainties that have weighed on the group over the past 2 years. This allows us to move forward with North Star 2030 while maintaining a clear focus on balance sheet discipline.

In terms of business dynamics, Slide 7 illustrates the underlying operating dynamics. On a fully pruned basis, which is what matters, group revenue came in at EUR 831 million, down 0.5% organically, in line with expectations. Merchant Services has turned positive with revenue up 1.6% organically. Although it has been boosted by nonrecurring positive items, this is the first quarter of growth since Q4 2024, driven by volume momentum across in-store and online channels.

SMB churn is stabilizing, although performance remains uneven across geographies with Switzerland and Benelux still in a recovery phase. Enterprise is growing, driven by Mobility & Self-Service. Global Commerce declined as expected, impacted by deliberate credit derisking and churn, while Travel & Hospitality remains solid. Our focus is now to reboost our presence in Digital on the back of product innovation and change in sales management for this segment.

Financial Services declined by 7.4%, reflecting previously lost and decommissioned contract. This drag will continue through 2026, but we are rebuilding the growth potential. Q1 have seen, and Srikanth will come back on that, several contract renewals and extensions. And we have a strengthening commercial pipeline that will build revenue back-end loaded. We do see concrete product traction and shift in client behavior getting more reassured after the capital increase.

Let me hand over to Srikanth now, who will provide more color on the Q1 performance.

Thank you, Pierre-Antoine, and good evening to you all. Pleasure to be with you. So on the next slide, we see the status of the pruning program. Glad to say that this is over. So we had the noncore payments with MeTS, Cetrel divested, non-synergetic payments with North America PaymentIQ, India, Australia and New Zealand. And we have closed North America and PaymentIQ with cash proceeds of EUR 225 million received in Q1. And we expect, as Pierre-Antoine mentioned, that some total to be EUR 590 million to EUR 640 million, all of them to be closed over 2026 and with India and the Australian JV to be closed in H2 of 2026.

Moving on to the next slide to explain a little bit more the divestments in the Pacific. So Australia, we had EUR 107 million of EV with a net proceeds of EUR 30 million coming in to us, subject to closing adjustments.

And on New Zealand, as announced already earlier, EUR 17 million of EV with EUR 20 million of net proceeds subject to closing adjustments. The financial implications that you see at the bottom is revenues for the combined entity in excess of EUR 200 million, adjusted EBITDA of EUR 30 million. And you would recall that we had said that these were a cash drain on our company. So along with India, Australia and New Zealand, they were essentially draining the cash generated from PaymentIQ. So net 0 in terms of free cash.

Moving on to the next one. Now in terms of revenues, Q1 is in line. As you know, we detailed that a little bit more during the full year regarding the IFRS 5 for a perimeter change. So we have 2 perimeters here. The one that we've guided the market on is the fully pruned scope, i.e., it excludes all the entities that you've seen in the previous slide. And then we have the published revenue, which only removes the discontinued operations of MeTS as well as those which have been closed, which is North America and PaymentIQ since March. So those are the 2 scopes.

So on the fully pruned scope, we came in at EUR 831 million, which is a slight organic decline of 0.5%. In Merchant Services, we generated EUR 652 million of revenue with an organic growth of 1.6% on external revenue, the first time we've seen a positive since Q4 of 2024 and a slight decline of 0.7% in net revenue terms. On Financial Services, sales came in at EUR 182 million (sic) [ EUR 179 million ], down 7.4% year-on-year. So as you can see, Merchant Services is clearly showing some signs of stabilization and growth, while FS is still impacted by client terminations from the past as anticipated during our previous communication.

On the published revenue, EUR 924 million with an organic decline of 1.5%. Merchant Services generated EUR 742 million, flat in organic terms and down 1.4% on a net-net revenue basis. Financial Services contributed to EUR 182 million, down 7.4% year-on-year.

Going on to Merchant Services on the next slide, looking deeper on the fully pruned basis. Our SMB business had contrasting dynamics within it. Acquiring grew, whereas the GoPay migration induced a churn on acceptance. And regarding the geos, Nordics and Germany grew well above the rest, whereas the Southern Europe with Italy, Greece and our Central and Eastern Europe continued underlying growth and Switzerland and Benelux still in recovery phase and progressively showing stabilization.

We are seeing increased traction on ISVs and partners across Europe and it's a strategic axis of our growth as highlighted during our Capital Markets Day. In Enterprise segment, growth is driven by Mobility & Self-Service verticals. We continue to see positive commercial momentum, and it offsets some churn in the retail sector.

Globally, in Enterprise, we see a mid-single-digit growth in merchant sales value and a number of transactions as well in online and in-store, which shows a healthy underlying evolution. Finally, on Global Commerce, sales were lower, driven by some expected remediation actions and softer flows, notably in Digital. We have initiated a turnaround plan on that. We've also seen good growth in Travel & Hospitality, leveraging our leading product expertise in that segment.

Moving on to Financial Services. As I said previously, the revenue decline is linked to our legacy contract terminations. Our pipeline in FS remains strong, boosted by a number of recent wins and upselling in Q1, notably the PSA in Austria with whom we are enhancing the Wero end-to-end solution, the renewal of issuing and acquiring processing, contracts with a Tier 1 bank that we had announced earlier as well as renewal of several digital services contracts with La Banque Postale.

Moving on to the next slide regarding the balance sheet strengthening. Now we've completed that. With our pruning program, as outlined earlier, the successful capital raise that we have done have paved the way for a stronger balance sheet and liquidity profile. The net proceeds arising from the reserve capital increase and the rights issue came in at EUR 470 million received in April. And regarding divestments, I have already outlined that earlier. With these, we confirm our expectation to reach our leverage target, i.e., the net debt over EBITDA of 2x by the end of the year.

Moving on to the last slide on the outlook. We confirm our 2026 outlook on a fully pruned scope, low single-digit organic growth in terms of revenue, adjusted EBITDA between EUR 630 million and EUR 650 million, free cash flow target of minus EUR 80 million to minus EUR 70 million. And as of today, we have not seen a material impact on the geopolitical context, and we'll continue to monitor them closely.

As Pierre-Antoine mentioned, Q1 was boosted by some nonrecurring items. We expect Q2 to be softer on a year-on-year comparison, resulting in a slight negative H1. MS will continue to show further signs of turnaround and underlying growth more pronounced in H2. FS momentum will be progressively seen more in H2 due to the recognition of build milestones from the new contract wins.

Thank you for listening, and I'll now hand you back to Pierre-Antoine to conclude.

Thank you, Srikanth. And as you've seen, Q1 is a new milestone in the turnaround of the company. But I would like to highlight now some of our underlying achievements that make us confident in our trajectory. Slide 15 (sic) [ Slide 17 ] shows momentum across the organization on our 3 focuses: operational performance, North Star and innovation. In terms of operational performance, the churn in SME is stable across the board despite the impact on acceptance coming from the migration from going to GoPay on the SME merchants.

The focus on customer excellence is paramount, and we now monitor the NPS agreements in each geography. This will allow us to continue to reduce the churn, which is a must. In Enterprise, Mobility & Self-Service is doing extremely well with high single-digit growth on the back of a unique restored positioning. We are not tackling retail on the back of our One Commerce value proposition. We have a unique position across Europe, improving the product will unleash our potential.

In Financial Services, momentum is growing from a sales and thought leadership perspective. We are positioning ourselves on the topics that matter the most today, fraud, bank wallet, Digital Euro in particular. North Star is no longer a plan on paper. It is firmly in execution mode with clear milestones and accountability across the group. In Q1, we have fully migrated the Wopa platform in Argentina towards Global Collect with cumulative cash cost savings of EUR 7 million on a full year basis.

Significant part of it was already in our books because it's a sequential migration that we have done, but that shows you the magnitude that you can get from closing and converging platforms. Regarding GoPay, our European e-commerce solution, we reached now 68% of the Ogone SME portfolio having migrated to GoPay coming from 60%, you will certainly remember at the end of December.

On acquiring, the Italian portfolio pilot has been successfully launched, and the ambition is to have finalized the migration of this portfolio to our target acquiring platform in the course of 2026, with double-digit savings anticipated impact. And you remember that the total savings that we anticipate from platform convergence is EUR 100 million by 2030.

An additional milestone is the fact that we have returned 2 licenses to the regulators, which obviously contributes to simplify the organization and reduce the overhead. These execution milestones of North Star are critical, not just operationally, but because they improve resilience, reduce complexity and support scalable growth going forward.

Finally, this quarter shows that Worldline innovates as expected by its clients. On innovation, I would like to give you 3 illustrations. In those times where everyone speaks about sovereignty in Europe, we make it happen. Worldline now supports nearly all major European wallets, including Wero in Germany and Belgium, while we are supporting Austrian banks through PSA to make these payment solutions available in the country. Besides, for Global Commerce customers, especially on the Digital Goods segment, we joined the very few PSP able to offer recurring payments for subscription management. This is a long-awaited feature that will help us to rebound in this segment.

Finally, Circle selected Worldline to be the European go-to-market for their new CPN Management Payments with Worldline acting as a European integration and enablement partner to ease stable -- settlement, sorry, in stablecoins.

So to conclude, Worldline now stands on much stronger foundations, a simplified and focused European perimeter, a reinforced balance sheet, momentum in our operational performance and transformation. In a volatile environment, our priorities are clear: execute, deliver on North Star 2030 and restore sustainable growth and cash flow generation.

Thank you all, and happy to take your question.

[Operator Instructions] We will take our first question, and the question comes from the line of Frederic Boulan from Bank of America.

Two, please. Firstly, around MS. So back to growth in Q1. If you can discuss a little bit some of the underlying drivers, any merchant wins? Anything you can share on pricing? I mean you have the 3.5% volume growth. So implicitly, are we seeing pricing compression or the pressure is more coming outside of acquiring? And if you can repeat the commentary around Q2 and what drives that? And then second question maybe for Srikanth around the leverage. So I would love to hear any update from agencies. How do you expect those disposals to impact your credit rating considering the free cash flow burn and EBITDA guidance for '26?

Okay. So...

Should I take the second one first?

Yes, take the second one. Yes.

Frederic, thanks for your question. So on the SNC, of course, after the Capital Markets Day, we had another review with them on -- before the full year announcement was done. They followed our full year results with a bulletin because they felt that it was not necessary to go back to credit because it was consistent with what we had presented during the Capital Markets Day. And the numbers we presented to them was on a fully pruned basis. So we are good and consistent with everything we have said so far. So we expect the leverage calculations to be in line as well.

Okay. Thank you. So regarding MS performance, so as you have in mind, SMB is 50% of the revenue of the company, the external revenue of the company. In SMB, as Srikanth said, we have obviously diverse performance depending on the geography. We are typically extremely satisfied with the acceleration of growth in the Nordics and more particularly in Sweden on the back of strong performance with partners and ISVs. But the performance of Greece, Central Europe has been good so as well as Germany. And Germany is the second quarter where we have strong performance in SMB.

Italy, obviously, has been boosted for the last quarter, and that gives you one element of answer to your question with -- by the migration of merchant portfolio from the banks that started 1 year ago, you remember, Credem in particular. And where the situation remains a bit more difficult, it's in Switzerland and Benelux. So Benelux is starting to recover, to improve.

The NPS is improving, but it remains a journey. And Switzerland, obviously, we are in a defensive stance in a market where we have very strong position. This is also a market where we've been suffering from reduction of hit rate in DCC, Dynamic Currency Conversion, because of the change of behavior of the consumer during this period.

In Enterprise, as we said, we are growing. I mean -- and this growth is mostly coming from Mobility & Self-Service. We are today still more in the defensive stance on the retail part of this business. But to the contrary, Mobility & Self-Service, it's a high single-digit growth, especially in transportation, we extended the partnership with the French tube company, but also with the French NCS. We have a very dynamic traction with Alpitronic on EV charging to give you some examples.

Regarding Global Commerce, we have a strong traction at the end of this quarter of the Global Collect platform. But Global Commerce globally is declining in Q1 for various reasons linked notably to churn that we pushed, linked to ongoing due diligence, what we call ODD, but also credit risk assessment on some verticals.

So in a nutshell, this is the way we see the situation. So I would not mention very strong price pressure per se. It's more -- so some geographies are facing more price pressure than others. But it's really the behavior of a business in a turnaround situation, some segments progressing faster than the others.

And if I may, a quick follow-up to Srikanth's point around the leverage. So the budgeting for March, we're still talking about a BB and negative outlook and confirming your numbers. So it's a line on numbers. But we'd be keen to understand considering the EUR 0.5 billion cap increase and the EUR 600 million of disposals, are we still in that kind of BB and negative outlook territory? Or if you think that could change considering the execution on those 2 items?

Frederic, yes, I mean, I'll leave that to our experts in S&P to decide. But my view -- I mean, there's, again, 2 parameters on which S&P is rating us. One which is on leverage and one which is the free operating cash flow over debt that needed to be above 10%. And one of the points we mentioned during the Capital Markets Day is because we knew that the 2026 will be negative cash.

We need to get some runway on the leverage because at BB, we needed to be less than [ 4 ]. Hence, the quantum on the sizing of equity gives us a bit of runway. So the negative outlook is there. But I guess execution is the only way to stabilize this thing. But the free operating cash flow over debt to be above 10% is the second factor that we need to show.

We will take our next question. Your next question comes from the line of Justin Forsythe from UBS.

A couple from my end, if you don't mind. Srikanth, I just wanted to make sure I understand the puts and takes with all of the acquisitions and in particular, the free cash flow impact. I think, and correct me if I'm wrong here, the implication is that the fully pruned guide reflects a, I guess, negative contribution in net from all the acquisitions. So if you could just walk us through each of the different deals and what the positive or negative free cash flow impact was there? And maybe just confirm the overall take that across all of them, there was a negative free cash flow impact, that would be helpful.

And congrats on getting the ANZ and all the pruning done. I understand that was a really big effort. If we could just talk about ANZ for a second because I think that was a business that was purchased for EUR 250 million, EUR 300 million, something like that. So we're now talking about net proceeds of EUR 30 million, generating negative EUR 30 million in free cash, and it sounds like dilutive to revenue growth. So maybe clearly, things have changed since that asset was purchased, but maybe you could just walk through, Pierre-Antoine in a little bit of detail, maybe the trajectory. And I know you weren't here, but walk us through what happened between 2021 and today with that relationship.

Justin, good to have the question from you. On -- let me take the first one, and then we'll clearly answer the second one with Pierre-Antoine. On the impacts, I'll break it into 2. There's the CMD scope and there's the post-CMD scope. If you recall, at the CMD, when we had the MeTS, Cetrel and North America, we said that the impact of all of those was something like EUR 110 million on adjusted EBITDA and EUR 55 million of cash, okay?

Then what we said as well is that on the post CMD, when we talked about PaymentIQ India and now we can say that it is Australia and New Zealand, we said that there will be another EUR 90 million of EBITDA and 0 cash because PaymentIQ was essentially generating EUR 30 million of cash, which was -- and you've seen now the Pacific was draining the EUR 30 million. India was very limited in terms of cash. So plus EUR 30 million -- minus EUR 30 million is neutral cash.

So that's really on adjusted EBITDA, EUR 110 million on the CMD scope, EUR 90 million post-CMD for India, Pacific and PaymentIQ and cash, EUR 55 million on the CMD scope neutral thereafter. And on the revenue, you recall, EUR 500 million at CMD scope, EUR 400 million after, so EUR 900 million. So what we were saying is we were a EUR 4.5 billion company, became EUR 3.6 billion, so EUR 900 million, i.e., 20% reduction in top line.

We also said that EUR 840 million becomes EUR 640 million because of the EUR 200 million reduction in EBITDA. And in fact, we had a total impact of minus EUR 55 million on the divestments, and there was an underlying cash negative on the core post-pruned business. Hence, we had the minus EUR 70 million to minus EUR 80 million as a guidance for 2026. I hope that answers it. So it's exactly what we presented during the full year. We reconfirm that. So it's been consistent across our various calls. On the ANZ relationship, I'll hand it over to Pierre-Antoine.

Thank you, Srikanth. No. So I mean, I was not involved, obviously, in the whole history of ANZ. I mean, looking at it to some extent from the outside, I would just make 2 comments. One is that we have change, unfortunately, of [ era ] in terms of multiples in this industry, and that's a fact. And I guess that when the deal was done, it was at the peak of the favor of consolidation in this sector. So I think that's one element. And the second element is probably there were some significant synergies that were anticipated. And the history has proven that they were more difficult to materialize, especially because of the distance between Australia and Europe, which is not natural.

Yes. Got it. That's very helpful context and understanding that you weren't there. Just maybe one quick follow-up then, Pierre-Antoine. I feel like we haven't heard about the Credit Agricole joint venture in a little bit. Maybe you could just update us on progress there. And I think you're running 2 systems, perhaps trying to bring small businesses across to the combined platform. Kind of maybe just update on the progress there.

So we are -- so we have made some steps on the acceptance side of the partnership. So GoPay is our e-commerce solution is distributed now within the branches of Credit Agricole, and that's been the case for the last 8 months already. And we have had -- we have been successful on the Enterprise segment also between the Axis acceptance solution and the acquiring of Credit Agricole.

We are still working on the next step and the right model to select for the -- more the SMB segment, having in mind that the banks in France want to keep the acquiring of the SMB segment. So we are working on this. I already said since I joined that the magnitude that we have in mind wouldn't be what was initially considered because we challenged some of the assumptions and some of the options of the model, especially from the Enterprise acquiring, which is not profitable. So I found it was not that interesting. So this is where we stand, and I hope to be able to share more during this summer.

We will take our next question. The question comes from the line of Hannes Leitner from Jefferies.

Yes. I got also a couple of questions. The first one is, when I'm looking at your '25 accounts, I think you disclosed around AUD 150 million translated dollars (sic) [ EUR 150 million ]. Now you talked about EUR 230 million. So maybe you can talk us through there about the gap.

Then we always appreciate when you give the volume data, you talked on the slide of 3.5% without naming the absolute amount. So maybe there is some scope changes. Can you talk us through maybe on MSV level? And then maybe just in terms of the platform pruning, platform convergence, I think that sounds all very interesting. Maybe you can give a little bit more color on some obstacles from merchants. Should you anticipate some acceleration of some problems? And lastly, you talked about nonrecurring revenues in Q1 in Merchant Services. Maybe you can elaborate on that.

So this is many questions.

So I need clarity, Hannes. On the first one, you said something on the '25 accounts, AUD 150 million and AUD 230 million. Could you repeat that part again, please?

Yes. Of course. So you gave in your accounts the currency split and you had 3.7% reported in Australian dollar, which based on your post-IFRS 5 numbers would give you AUD 149 million (sic) [ EUR 149 million ] sorry. Maybe we can take that offline.

Yes, yes, I'm happy to. I mean, in terms of the 2 boxes we said during the thing, we said there was for the PaymentIQ India and to be signed, we said EUR 400 million of revenue and EUR 90 million of adjusted EBITDA, of which Pacific was half, which is the EUR 225 million you see now. Happy to take any reference on what you're mentioning offline. But there should not be any inconsistency. Your second question was on the 3.5% of MSV level that you are mentioning. Pierre-Antoine?

Yes.

And then there was one on platform convergence and nonrecurring revenues, if you want?

Yes. So I think your question was what is the basis of growth for those 3% growth. So I don't have top of my mind, to be honest, the pro forma volumes as compared to the EUR 450 billion MSV that we shared last October.

I don't think it has significantly decreased because of the disposals that we've done, but we will update in H1. On platform convergence, so what we are seeing today is -- what we are seeing today is a bit what I explained already last year, which is that when we are speaking about the acquiring platform, especially the back office acquiring platform, which is the one that -- on which Italy is migrating. We do not anticipate special difficulties or churn.

The key point is usually to align the back office processes for the merchants, for the manage -- how we manage the chargeback, how we manage the report in terms of settlement, these type of things. So that's something on which we are -- that we are preparing very carefully before starting the migration, starting the pilot.

But if I take the example of Italy so far, it's a hard work, but it is smooth. Where it is more sensitive, it's when you are talking about acceptance, especially on e-commerce. And as we said, we -- especially for the SME, the volatility when you do platform convergence is higher. And this is one element that has impacted already Q1 and that will continue to impact Q2, but to some extent, a bit lower than what we had in mind. So do we expect more challenges than that? Not really.

So it's really a point of disciplined execution. We are not in any case, not speaking about merging platforms. We are just selecting a platform, put it at the right level in terms of features and then asking the merchants to change the API or to migrating directly the merchant from the back office. On the nonrecurring of Q1, so we wanted effectively to be very transparent.

So Q1, we are happy with the growth of Merchant Services, but there are some nonrecurring items. Typically, we have now almost finalized the migration of the Italian portfolio. And that means that in Q2, we will run at the speed of the Italian market, for which I know that you have many information coming from the competition. The same, we had some extraordinary -- not extraordinary, but nonrecurring items in some geographies that will not be repeated in Q2. So that's why the underlying trend that we foresee for Merchant Services in Q2 is quite consistent with what we have in Q1, but that means slower growth in Q2 than in Q1. I hope this is clear for you.

We will take our next question. And the question comes from the line of Alexandre Faure from BNP Paribas.

Just had a quick question. If you could update us on -- I think you had the intention to renegotiate and push out some of the put options you have with Greek banks and Italian banks. Just wondering how this is progressing? And I'd say in the same vein, is there any update when it comes to the Belgian investigation or the Swedish inquiry or we should really stop thinking about those things too hard?

I'll take the put options, and I'll hand you back for the investigation. Alex, on the put options, we were looking at this for additional room of maneuver on liquidity, we have enough liquidity. So we'll potentially just use our liquidity on the Greek one for sure, and then for the Italian one most likely. But that's more an H1 topic. We have a bit more time, but it's likely what we do.

And on the second topic, I mean, the outcome of the inspections from the various regulators is not yet known, but we've been engaging very closely with them so that hopefully, this is under control that will come in the coming quarters at the pace of the administration, if I may say so.

And one of the key topics for us is to make the right progress on the remediation that we have initiated and for which, as you know, we are spending quite a lot of money in 2026. Regarding the prosecutor in Belgium, he's also pursuing his investigation on what may have been AML issues in the past. And again, at this stage, there is no special comment that we can make.

We will take our next question. And the question comes from the line of Herve Drouet from CIC IB (sic) [ CIB ].

Yes. First one is regarding -- sorry to insist, but on Merchant Services, how much of those nonrecurring items? I mean, can you give a bit of an order of magnitude how big they were? I did not catch exactly the size of those nonrecurring items. And the second question is regarding the churn. I was wondering, could you share with us some detail about churn, especially in Financial Services, if you have seen some and also in Merchant Services is in SMB, where there -- I mean, you say the churn stabilized across all geographies. Is there some which are really progressing very positively and others lagging, if you can give a bit more light on those difference.

Okay. So on the first question, let's say that excluding the nonrecurring items, we are still growing in Merchant Services, so which is a significant improvement as compared to Q4 when we were still at minus 1.4%, if I remember correctly. So that's what I have in mind on the first question.

On the second question regarding the churn. So on Financial Services, we are exactly where we were supposed to be, meaning we have something like EUR 60 million of revenue that we are unfortunately, hopefully in the course of this year. And it's quite spread across the 4 quarters on an equal basis. And today, we do not have any additional renewal of contract. But as you know, in Financial Services, it's long-term contract, and we are progressing well in the renewal even if the trouble times in which we've been in '25 has caused some delays in some decisions for some significant renewals, which explains also why we are a bit lower than what we would have liked in terms of build in 2026.

Regarding SMB, so it's strangely enough quite consistent in all our geographies this churn in terms of stabilized in '26 versus the same period of '25, obviously, not starting from the same position. And clearly, the ambition we have is to reduce this across the board in our various geographies based on the initiatives that we have taken, starting with measuring the NPS every month on our respective portfolios.

We will take our next question. The next question comes from the line of Emmanuel Matot from ODDO BHF.

Two questions for me. First, do we have to be concerned about Ingenico's serious financial difficulties? To what extent are you diversified in terms of your supply for payment terminals? And second, how long will it take for Financial Services to return to growth happening to you? When will we see an end to the negative impact of previous contract losses?

So on the first question, we are obviously monitoring the situation of our historical partner, especially because we are still bound to them until the end of 2027. So we have today alternatives that have been growing with some other providers. But in some geographies, we are still very much dependent. So we are obviously -- and based on all the rules that we have for continuity of business, we are working on potential fallback solutions. That's for the first question. The second question was...

FS.

FS, yes. So I mean, we said, if you remember at the CMD, we said that it would take time to rebuild the growth engine of FS because the -- because of the sales cycle in Financial Services. So obviously, there are some small deals that we can win and get the build very quickly and then generate some transactions. But in most of the cases, when it's a big project, which is what we are looking after, we're looking for, it's something like 12 to 18 months of decision, then it's 1 year, 1.5 years of build. And finally, you get the transaction volume. So that means -- and this is what we said that it's more mid-'27, maybe beginning of '27, but really mid-'27.

And if we are good in execution today that we will see a real turnaround on Financial Services, which is totally in line and consistent with the trajectory that we gave for North Star. But I'm -- and we had the discussion at the Board this morning. I remain extremely committed to Financial Services because of the intensity of the discussion we have with several financial institutions in -- across Europe. And this not only on the legacy topics, but also on the emerging topics, typically the pilot on Digital Euro is a topic on which we are highly interesting for the banks, helping the banks to be enabled for agentic commerce is another topic.

And so all this shows that there is traction that they see us as the right partner for them going down the road. And the banks are overwhelmed with the needs of investment. And so they value really the presence of Worldline in the industry. So I'm -- it takes time. I'm not surprised that it takes time, but I'm confident, especially because now we have a new setup.

Madalena Cascais is doing a great job in terms of interacting and pushing for a positive decision with the banks and her team is behind her, while this business had been a bit left behind in the previous times where they were so much focused on merchant acquiring. Okay, last question. Yes.

[Operator Instructions] We will take our next question. And the question comes from the line of Craig Mcdowell from JPMorgan.

Just the first one on net-net revenue in MS. Just obviously, down again this quarter, contribution margin down. Just can you comment whether that's consistent with your plan and guidance for '26? And then how should we expect that trend through the rest of '26? Obviously, growth in verticals which might have a lower contribution margin like Travel & Hospitality. But if you could just comment on that? And then I have a follow-up as well, please.

Yes. Thanks for that question. If we see the Q1, we've seen the headwinds on our key markets still on Switzerland and Benelux, which is in recovery phase. And obviously, we expect that to show further signs of stabilization in Q2 and carry the momentum into H2, that should be accretive for us.

And the same to go with FS, which are both our key strategic axis for growth and hence, accretive. So the contribution margin should improve. We did expect and fed in, if you recall during the Capital Markets Day, we did say 3 blocks. One of the blocks was the FS headwinds, second one was the business mix and the third one was all the stuff that we said we'd do on the remediation. So the business mix is still recovering. So we had budgeted this. We have fed this, but we expect this contribution margin to be better in H2. And the other question was...

The other question, on the Q4 call, you had mentioned about some client offboarding in MS recurring sort of a hangover, I guess, you call it from '23 and the issues you experienced there. Just checking whether that's in the Q1 number? Or does that -- how should we think about that phasing of offboarding in '26?

So no, from 2023, we had EUR 130 million that we had onboarded on the high-risk. So that -- yes.

My understanding was in Q4, there was -- you talked about further offboardings impacting sort of moving -- move away from Worldline.

We -- sorry, yes, we still have some minor -- I mean, minor. It's something like EUR 1 million or EUR 2 million of ongoing due diligence on the Global Commerce side of things that have led to offboarding. So it's really the end of what we wanted to achieve in terms of ODD remediation. Yes.

This concludes the question and...

Sorry, just one point maybe back to Hannes. I see what you're talking about, the 3.7% of the AUD mix in our total revenue at EUR 4.5 billion, which was the full scope, probably we are talking about 3.7%, which is in the EUR 160 million, EUR 170 million range. And the EUR 225 million we're talking about is last year to what we see in 2026 first. And then we have New Zealand on top, adding to the EUR 220 million that we've mentioned, Hannes. And if you need further data, we could provide that offline handy. Back to you.

There are no further questions. I would like to hand back for closing remarks.

Yes. Thanks a lot for that, and thanks to all of you for attending this call. So think I mean, the closing remarks are very simple and consistent with my opening remarks. We have done now clearly all what was needed to stabilize this company, to refocus this company, and we have shifted from repair to execution. We have a sound balance sheet. We have a scope, which is consistent with this mission to be the European leader in payments for Europe. And finally, we are step by step in a very disciplined manner, executing our North Star plan with some good elements in Q1. And step by step, we continue this recovery. Thanks again, and happy to see you soon.

Thanks, everyone.

This concludes today's conference call. Thank you for participating. You may now disconnect.

Welcome to the Worldline Full Year 2025 Results Conference Call. Our speakers for today include Pierre-Antoine Vacheron, CEO; and Srikanth Seshadri, CFO. Please be advised that today's conference is being recorded.

I would now like to hand the conference over to Pierre-Antoine Vacheron. Please go ahead.

Thank you. Thanks a lot, and good evening, everyone, and thank you for joining us for this call. I'm here with Srikanth Seshadri, our Group CFO, and I'm happy to share with you our results for the full year and especially, the dynamics of Q4 as well as our perspectives for 2026.

We distributed a deck on top of the press release. And since we had a lot to share with you, but a limited amount of time, you will find a lot in appendix of the deck, and this is on purpose.

So it's been just 1 year for me as the CEO of the company. When I joined Worldline, I came with a strong conviction that this company had the position and the assets to be the main European operator of critical infrastructure in Europe, and I must say that after 1 year, I'm even more convinced. Obviously, we met a lot of headwinds during this first year. But I'm proud to say that we are today where I wanted us to be, with a stabilized company, a significant progress in our business turnaround and a transformation in full motion.

With the fifth disposal announced this morning with Worldline India, we enter 2026 operationally much stronger than a year ago and focused on our mission, payments and only payments and this in Europe. So as I said, it has been, for me, a year of stabilization and turnaround. Yes, I'm trying to follow where we are. Okay. So looking at the numbers.

First, I'm happy to share and to state that we did what we said we would do. In terms of revenue, we closed the year at EUR 4.5 billion pre-IFRS 5, and we'll come back to that, which is minus 2.4% organically, in line with our low single-digit decline guidance and Q4 was at minus 1.5% organic. In terms of adjusted EBITDA, we closed at EUR 841 million, representing 18.7% margin on external revenue in the range, EUR 830 million -- EUR 855 million that we committed to. In terms of free cash flow, we closed the year at minus EUR 9 million, including minus EUR 49 million of free cash flow for the H2 at the top of the range that we gave a few months ago. But beyond financial delivery, on which Srikanth will give a lot of details, we have built foundations for '26 during this period.

Our renewed executive team is in full motion, and I must say that I'm extremely proud of the team that has joined me. Our transaction platform delivered record volumes with our Axis acceptance solution serving more than 10 billion transactions last year; our online acceptance target solution, GoPay, delivering 3.4 billion transactions last year. The customer satisfaction held steady with an average NPS at 40 despite our challenging times and thanks to the dedication of the teams.

In terms of commercial turnaround, the churn improved in all SMB geographies, and several regions, Nordics, Germany, Switzerland returned to growth, joining Eastern and Central Europe, Italy, and Greece. Enterprise is still declining but saw a strong momentum in the kiosk and self-service vertical, driven notably by the trends that we've seen on EV charging, and we are very satisfied of the specific position that we have on this vertical of self-service.

Financial Services, we had one target that was to increase the pipeline and to regenerate the order intake, which we did. We have, at the end of this year, a pipeline that is double of the level it had at the end of H1.

Finally, in terms of transformation, we laid the foundation for the new Worldline. We -- first, we reshaped the scope of the company. We have a much simpler scope. I will come back to that. We have a simplified operating model since a few months now, and we have fully operationalized and put in execution the overall plan.

Before moving to this transformation, let me insist and highlight some key -- some two wins, which are quite illustrative of what we've been doing over the last months. The first one is Kempinski. So Kempinski, as you know, is a large hotel chain in the luxury segment, and we won back Kempinski from the competition, leveraging on our solution, integrated omnichannel, DCC, so dynamic currency conversion in-house; advanced reconciliation, which is so important in this vertical; and finally, multi-local support, which is also a differentiating element for this type of decentralized company.

PSA is another example of the rebound of Worldline. So we renewed their long-term partnership with Worldline on behalf of the whole Austrian banks community. PSA committed to migrate to our target issuing platform on which already transact more than half of our volumes in issuing. They committed also to operate on our sovereign private cloud solution and to expand our services to additional features that we offered them, the strong customer authentication, the ACS, but also we hope that we will operate for the Austrian banks.

As we said in the introduction, the pruning program that we decided when I joined is nearing its end. When I joined the company, we said, okay, let's select the assets that we want to keep as part of our strategy to where we can have a differentiating right to win. And this program is now close to completion. North America, Cetrel, Payment IQ are expected to close in Q1 2026. METS is on track for Q2 2026. We announced this morning the signing of our Merchant Services business in India, and we are actively working on the finalization of the discussions on the remaining assets, which are not part of our focus.

All those transactions will help us to focus on what we want to achieve, the core European footprint. We will be less distracted by noncore or nonstrategic assets. We will get the net proceeds, which are expected between EUR 550 million and EUR 600 million.

We dramatically simplified the group with a reduction of FTE of 30%, moving from 19,000 FTEs to 13,000. And obviously, with this new scope, more compact, more robust, we can build now our transformation and our European payment leadership.

North Star, as I said, is fully operationalized. But more than that, we already delivered in 2025, some key results and some key outcomes for the coming years. As I remember -- as a reminder, we have 4 levers: simplify, converge, integrate, grow, that will generate altogether EUR 210 million of recurring EBITDA by 2030. In 2025, we closed and liquidated 7 legal entities. We delayered the organization, simplifying with the elimination of the merchant services layer. And finally, we deployed the enterprise performance system that will help us in 2026, 2027 to automate our finance function.

On the converge stream, and I will come back to that, we decommissioned 4 platforms, and we made significant progress in the migration of our Hugon legacy portfolio in SMB to GoPay, our target platforms and also to get the commitments of major enterprise customers, which were on the French platform SIPs on to GoPay, SNCF, the French SNCF being one of the examples. In integrates, we have now put in pilot our AML automation tool, which is so important to industrialize our KYC processes and the risk merchant operations. And we made significant progress in the ramp-up of our global competence center offshore in India, Romania and Poland. And more importantly, we started to generate the gains coming from adoption of Gen AI in our Indian developers community.

As regards to the growth lever, we made significant progress in what we call value-based pricing with a positive input of EUR 15 million only in Q4 2025. We launched some very attractive products in terms of additional value for the company, merchant loan and We Rool. And finally, we made available in the recent weeks our agentic commerce capabilities that will help us to capture this emerging channel for the merchants. So as you can see, North Star is no longer a plan. It is clearly in execution mode. Now we are heading to the capital increase that we consider as a strategic accelerator.

As you know, our EUR 500 million capital increase that will take place if the market conditions are met in the coming weeks will reinforce the balance sheet, which is important for our financial institution customers, but also the large enterprise. But more importantly, the fact that we will have 3 major financial institutions like BNPP, Credit Agricole, BPI France, as anchor shareholders serves our strategy of positioning Worldline as the main operator of major payment infrastructure in Europe. Having said that, I leave the floor to Srikanth, who will comment our 2025 results and 2026 outlook.

Thank you, Pierre-Antoine. A warm welcome to you all. I'm pleased to tell you for 2025, we committed, we executed, we delivered as promised. We have fully met our 2025 guidance on a comparable basis.

Revenue, we achieved a point landing at EUR 4.5 billion, representing a low single-digit organic decline of 2.4%. Adjusted EBITDA, we landed at EUR 841 million, placing us in the midrange of EUR 830 million to EUR 855 million guidance that we provided. Free cash flow, we landed at minus EUR 9 million, positioning us at the upper end of the guidance and above market consensus. While our reporting net income was impacted by significant noncash items on goodwill and other impairment, our operational performance was delivered.

Moving on to the next slide. A technical point before we proceed. as Pierre-Antoine mentioned, we are in the year of perimeter change due to the pruning program. We are governed by IFRS 5, which is the International Financial Reporting Standard governing discontinued operation and assets held for sale. So it has 2 components. It has discontinued operations, which, in our case, is the mobility and e-transaction services as it's a separate division, a cash-generating unit. So we restate the P&L, the cash flow and the balance sheet. For the rest of the committed divestments signed or not, they are treated as assets held for sale. We carve out only the balance sheet for assets and liabilities in this case.

So as you see, we had 2 sections back in the same slide, please, the previous one. So you see that we mentioned during the CMD that we had signed Mobility Transaction Services, the Worldline North America as well as Cetrel. Since the CMD, we have now divested Payment IQ and this morning, India. And as Pierre-Antoine said, we have a few more assets to be signed. And all of this is held as assets held for sale.

So if you go to the next one, please. So you've got here the 2025 guidance, the first 2 slides that we have already discussed, and on the right-hand side, you see the published scope, which is IFRS 5 restated, which simply means for the P&L, it's without METS. So EUR 4.03 billion of sales revenues, EUR 737 million of adjusted EBITDA and free cash flow at minus EUR 26 million and the net debt at EUR 2.2 billion rather than the EUR 2.1 billion, showing that the cash in the divested entities are outside the perimeter of continuing operations.

So if you go to the next slide, please. So here, we look at for the published scope, i.e., without MES, what Merchant Services and Financial Services. So for the full year, we see that Merchant Services declined 1.4% and Financial Services declined 7.7%. We said during the CMD that we've been impacted by an unfavorable mix effect on Merchant Services. And you see that in the table below on adjusted EBITDA, Merchant Services ending up with a margin of 19.3% and Financial Services, where we continue to have an overhang of client terminations from the past with a margin at 21.7%, down 5.5% year-on-year.

If we move to the next slide, please. We see that the Q4 revenues year-on-year declined 2.2% vis-a-vis the full year basis at 2.7%, again, for the second quarter in a row after Q3, showing that our revenues are stabilizing year-on-year, and we continue that momentum into 2026.

If we move to the next slide now, going into a bit of detail on income statement. At the bottom part, you see the normalized net income at EUR 175 million, which means normalized diluted EPS at EUR 0.063 per share. Going back to the top of the slide, we see that there is a EUR 100 million cost increase year-on-year. This has got 2 parts to it. The inflation at EUR 80 million year-on-year has been fully offset by our structural cost savings. The second aspect of the EUR 100 million is, again, broken into 2 parts, 50% due to higher scheme fees due to the cross-border nature of our airlines business and other businesses, and another EUR 50 million due to one-off transition costs. We've cleaned up the balance sheet, some product and compliance costs that we have incurred during '25, and we'll continue to invest costs on compliance in 2026. The second aspect below adjusted EBITDA, you see the impact of Power24.

We have halved the level of integration and rationalization costs as compared to '24 to '25, and we'll continue to reduce that into 2026. The big one there is the goodwill impairment. You know that we impaired at H1 EUR 4.1 billion of goodwill. We've added another EUR 600 million of impairment due to the portfolio pruning and reassessment of the pruned scope. And in terms of the bottom part, you see EUR 290 million, which has been impaired for our interest in Ingenico, where we had a remaining preferred shares interest, which has now been completely impaired due to the new business plan that we have received from them.

If we now move to the free cash flow on the next slide, you see at the bottom, year-on-year, we have reduced our level of free cash flow by EUR 150 million. This is driven by the adjusted EBITDA reduction by EUR 230 million year-on-year. On the other hand, we have stabilized working capital. We have halved the level of inventory. You will see that in the next slide.

We've been able to afford a higher level of interest cost within this perimeter and the level of Power24 cost cash out has, of course, reduced year-on-year and will continue. And next year will be the end of spend on Power24, and then we start with the North Star.

If you were to move to the next slide on the net debt evolution, please. We see that the year-on-year evolution is EUR 200 million. One part is due to the acquisition of our Credent portfolio in Italy, where we have got new merchants for us to grow our business in Italy. And the second one is you see the impact of the discontinued business, where we have EUR 186 million of cash on the assets held for sale that is not anymore reflected as part of our continuing operations.

So if we go to the next slide in terms of the balance sheet, again, when we look at 2024, this is not restated for IFRS. That's the old scope. And at December '25, this is restated with the assets held for sale. So you see the size of the goodwill has dramatically reduced from EUR 9 billion to EUR 3.8 billion, so a EUR 5.2 billion reduction. EUR 4.6 billion is what has been impaired and EUR 600 million additionally has been reclassified into the assets held for sale. We've talked already about the Ingenico preferred shares.

The third one is the level of terminals inventory that you see we have halved from EUR 70 million to EUR 33 million.

Cash and cash equivalent, we did say that we would be at EUR 1.1 billion by the end of the year, and we did. So we have EUR 900 million in continuing operations and another EUR 200 million-ish on the divested scope that we will see further when we discuss the liquidity slide.

Moving on, to the planned capital increase heading to the capital increase of EUR 500 million, enhancing our strategic flexibility for the new Worldline -- we are on course. Very simply put, we are on track. We have the commitment for the first half, as we already mentioned during the Extraordinary General Meeting and during the Capital Markets Day. And since then, in January 8, we had an overwhelming support from our shareholders to pass the resolutions. And now after our publication of our annual results today, we head in March to execute the transaction. It's a dual construct. As you know, we have the reserve capital increase first, which we'll execute early March, and the rights issue is planned for mid-March, subject to market conditions.

Moving on. On the cash pooling, that was another thing that we did address at Q3, specifically, there were some concerns on the level of cash overdraft that we had on the pooling of EUR 1.6 billion, we did tell you that we will look at some measures, including loans -- intercompany loans and deposits, we have executed that. So we've done EUR 1.1 billion of intercompany loans and deposits. So the size of this overdraft is now down from EUR 1.6 billion to EUR 500 million. So we have shown that this cash is physically repatriable from subsidiaries to parent. And now going into 2026, we will review hybrid cash pooling options. Continuing the notional cash pool, we did say that it's been in practice for the last 10 years without a glitch. It continues to be a smooth functioning notional cash pool that we have with the subsidiary of ING.

Second one is the intra-group loans and deposits that we have reinstituted in 2025, and we'll continue to work on our dividend cash upstreaming in 2026, as well as potential physical sweeps wherever it makes sense.

Now moving on to the last slide before we go into the outlook is look at our liquidity. That picture should be exactly the same in terms of what we presented on the liquidity. We said we landed EUR 1.1 billion of cash on hand. We did. There's a potential equity of EUR 500 million and the undrawn RCF at EUR 1.125 billion in order to face the upcoming maturities. Of course, we have retired the CP of 2025 now. And the next one to retire will be the convertible of EUR 414 million in 2026.

Below on the M&A cash in and cash out, we have, as Pierre-Antoine mentioned in his speech, EUR 540 million to EUR 590 million for the 5 deals we have signed so far and additional cash to be received for future assets that we have earmarked for sale, but not yet signed. And then in terms of the cash out, we talked about specifically 2 puts that we mentioned during the CMD, one which is in terms of Greece and another one for Italy. We are in advanced negotiations with both our partners. They are both progressing well, and we'll be looking at extending these puts to give us even more leverage in terms of liquidity headroom. So the proceeds coming from those M&A divestments will be invested in the Worldline transformation, the balance sheet strengthening and deleveraging. If we now move on to the outlook, please.

The next slide. So again, here, we mentioned the 2 scopes that we have already talked about. So during the CMD, we said we have signed those 3 deals, Met, North America, and Cetrel. We also gave you the orders of magnitude that they have an impact of EUR 500 million, adjusted EBITDA at EUR 110 million and free cash flow at EUR 55 million. So that hasn't changed.

Now on the right-hand side, you see the additional divestments after the CMD. In terms of revenue, that means another EUR 400 million. Adjusted EBITDA at EUR 900 million and the free cash flow is neutral. So some are cash generating, some are a cash drain, and that's the right time for us to now exit some of those portfolios. So in the main, we talk about EUR 900 million of revenue, EUR 200 million of adjusted EBITDA and EUR 55 million of cash, which is what goes away from the perimeter that we had for 2025 before -- in 2025, essentially. So if you go to the next slide, please.

So this slide shows on the right-hand side, what we guided at CMD. With the 3 divestments that we had on hand, we said that we'll be at the lowest -- low single digit, EUR 720 million of adjusted EBITDA, EUR 85 million of free cash and less than 2x of reported leverage. We indicated those will be at the lower end of what was then the 2025 scope.

Now if you look at now on the left-hand side, 2025, what we call as post-pruned scope. So we go to EUR 3.57 billion of sales, EUR 631 million of adjusted EBITDA, EUR 72 million of free cash and reported leverage at 2.5. And you'll recall that we said we would end up at 2.6 on a previous scope. So we are still consistent on leverage. And when you look at the 2026 fully pruned, it's exactly in line with what we said at the CMD, still with a low single-digit organic growth. We are at the 2025. In fact, we are even showing a range that's higher. Free cash flow between minus EUR 80 million and minus EUR 70 million, knowing that our H2 2025 had a cash out of EUR 49 million and the reported leverage targeted at less than 2.

So this brings us now to the 2030. If we were to project it to the same scope to 2030, you see that during CMD, we said 4% CAGR between '27 to 2030, EUR 1 billion of adjusted EBITDA by 2030 with a EUR 300 million to EUR 350 million of cash conversion, which is 30% to 35% on adjusted EBITDA. Now the fully pruned, we are growing at 4% plus CAGR and then with a EUR 900 million plus in terms of adjusted EBITDA with the same free cash flow, so we increased the cash generation, cash conversion on a smaller scope, driving better operational cash conversion.

So with that, I conclude my part of the presentation, hand you back to Pierre-Antoine for the next section and to conclude.

Thank you, Srikanth, and thank you for bringing so much clarity in such a complex situation from an accounting standpoint. But I think it was necessary to go through that.

So as you've seen, '25 has been a year of execution, discipline, and tangible proof point for our turnaround and transformation. And '26 will be a question of execution, discipline, and tangible proof point. Obviously, what is the most important for all of you is the progress that we are making in North Star.

So as I said in introduction, we've gone through a very detailed and analytic process with the enlarged teams on the priority of the actions, the initiatives that they wanted to develop to execute and to deliver those 4 streams that we have identified at the CMD. It's been extremely rich, and we are now in the phase of giving the priority in 2026 for the actions that will generate short term, the highest ROI, enabling us to evolve significantly our cost structure in 2027.

I just put here some highlights just to give you a sense of what we are looking after. So obviously, in simplify, there will be many initiatives, including the continuation of the reduction of legal entities. But what will matter the most for 2027 is what we will do in terms of functions, automations, and the tools that we are expanding to enable typically finance function automation, which is needed in the size of the perimeter.

In terms of convergence, and I will give more detail, the 2 markers that we foresee for 2026 is the migration of the Italian acquiring portfolio to our target acquiring platform, which is well on track and that we plan to have finalized by the end of '26, beginning of 2027 and to sunset the Oregon legacy platform by having migrated all the portfolio of Hugon to our GoPay target platform. In terms of revenue management, in terms of growth, the priority is given on revenue management. And you've seen already what we delivered in Q4 2025.

So it is all about making sure that we invoice what we are supposed to invoice. It's all about selling to the merchants additional services like DCC. And it is also a lot about product innovation, especially the deployment of our One Commerce integrated product geography by geography.

Finally, in terms of integrate, it is a lot about digitization of our processes, starting with the merchant customer journey with the launch pad that we already presented at the CMD, and that will be deployed in the first geography at the beginning of the second half of this year. Maybe to put a focus on Converge because this is, as you remember, the lever on which we account for half of the savings coming from North Star.

So as you can see, and you will find again what I described about the migration of portfolios from Hugon to GoPay, and the termination the sunset of Hugon but we will also have the migration of the SMB portfolio from the French e-com platform inherited from Worldline SIPs on to GoPay, and that will be also done at the end of 2026, and we will be progressing in the migration of the enterprise portfolio of SIPs on to GoPay that will be finalized hopefully at the end of 2027.

In '25, we will also finalize the convergence of all the platforms that are supposed to migrate to Global Collect. So this is Woppa, our Argentinian platform. We still have one customer that will migrate in the coming weeks. So hopefully, at the end of Q1. We will also sunset and that's the third platform, S-Credit, which is a platform dedicated to hospitality that we have decided to decommission.

Finally, on acquiring, we have this migration of the Italian portfolio. This is obviously one of the most accretive migration that we have enhanced because it is a significant portfolio, and it is internalization of flows from a third-party platform. So it's pure savings for the company without any restructuring to fund those savings. And in parallel to that, we have a massive project of migrating the legacy Swiss front office on which we have many merchants running. So the front office is the authorization part of the acquiring and that we are migrating on to the target acquiring front office that we call Worldline Pay front office, which is also used for the issuing business. So all this makes a program on Converge, which is well secured, which is well prioritized and that will deliver significant value as early as 2027, for the company.

Beyond that, as we committed already, we are conscious that we need to provide visibility and transparency on the milestones that we will reach in 2026, so that you don't wait for the improvement of the financials to recommend the investment into online. So we will drive around 3 axis: one, which is operational performance. And so we will share information about the evolution of the SME portfolio churn and also the order entries on financial institutions and enterprise and global commerce, because this is where we know that we need to put the focus in order to deliver accelerated growth as of '27.

The second axis will be around North Star. And obviously, we will give you updates on the decommissioning of the platforms in 2026 and the savings that it will generate. We will give you update on the migration of the various SME portfolio onto GoPay. And we will give you updates because it is easy on the entities that we will have closed in 2026 as part of our simplification program.

Finally, we will give insights on our innovation capacity, as it is so important for the investors, but also for our clients, for employees to show that we are investing and that we are able to innovate even during transformation time. A lot is at stake in 2026. Some are not here on this slide, typically the deployment of -- we in Belgium, Luxembourg, and France. But we have the rollout of Launchpad that I already mentioned, to digitize the journey of the small merchants. As you've seen, we are quite advanced in Agentic commerce, and we expect to be able to give you -- to provide you information on the pilots that we will start with some brands to position ourselves as the frontrunners in Agentic payments in Agentic commerce in Europe, which is a bit specific as compared to the U.S.

Finally, we will share insight on the deployment of Gen AI and the acceleration of GenAI at Worldline. We have a lot in the making, a lot in deployment. We are accelerating now. You may have seen that we hired a Head of Data and GenAI, who is starting the 1st of March, and who will help us to scale all the initiatives that we are taking. And so we will give you insights on what we've been doing on Gen AI when we present the H1 results at the end of July.

So to come to the conclusion of this And the should consider Worldline as a stabilized company repositioned as the key European operator of payment critical infrastructure. You should consider Worldline as in track on its commercial turnaround and its transformation journey. And you should consider Worldline as a company with a robust balance sheet, reinforced by the capital increase that will reduce the leverage of the company.

Thanks a lot for this -- for having listened to this long presentation and happy to take your questions now.

[Operator Instructions] We will take our first question -- your first question comes from the line of Justin Forsythe from UBS.

I wanted to ask a little bit about the revenue progression, and there's a couple of points there. There was an acceleration for sure, but I think a little light of expectations. You noted that there was still churn causing the Benelux book to be below positive or negative growth alongside those some positives with the Nordics, Germany, and Switzerland returning to growth. And if I then take that point, like, okay, let's unpack the puts and takes between maybe what didn't go as planned that puts you to the bottom end of the range for 4Q. And then separately, it looks like NNR growth of 3.6% accelerated slightly, but still a delta there. And maybe just a little bit of context around the NNR side as well on top of that.

Maybe you could talk a little bit about the businesses which were pruned as well. So the business you sold today in India, maybe you could just give us a little bit on the growth profile there. So we're, on average, these businesses growing faster than the rest of Worldline at the time that they were sold. And specifically on India, just curious why you didn't -- it seems like you're maintaining an ongoing presence there. Was there a reason why you didn't want to just -- you quite strongly reiterated your presence in India. Was there any reason why you didn't just pull out of that business entirely to focus on your core region within Europe?

So a lot of questions. I will try to memorize them. So on your first question, we are exactly where we wanted to be, especially on the SMB front. And what's striking in the last quarter is that -- and it's also the case in the beginning of this year, is that month after month, we improved the churn in all the geographies. So it is true, as you said, that Benelux is still lagging behind.

We've been -- we are in a bit specific ecosystem in Belgium with this local payment scheme, local protocol. And we've been a bit late as compared to the other geographies because we have to integrate this very specific setup in the various integrators and distributors. So I'm quite positive that things will also turn around in the Benelux in the coming months, but it takes more time than the other geographies.

On your second question, which is the NNR versus the external revenue. So as you certainly remember, most of the gap between external revenue and NNR is coming from the scheme. So here, the discrepancy that we see is linked to the various dynamics between our segments. Obviously, when we are more growing in cross-border e-commerce like travel, airlines, when we are more growing in geographies where international schemes are stronger, then we have more scheme fees that we are struggling from time to time to replicate, I mean, to transfer to the merchants. And that does explain why you never have a good, I would say, synchronization between external revenue and NNR.

I think what matters for us is step-by-step with the automation of our finance tool to be able to communicate also our trajectory in NNR as the industry does it. Today, we are able to give you what it is at the end of the period, but not to give you the outlook.

On the third question, which is about India. So you're right, we have 2 presence in India. We have this merchant business, and we have our GCCs, which are the offshore to make it simple, development teams that we use for Western Europe. The Indian business, the Indian market has changed quite a lot over the last months. More regulation, especially on some verticals on which we were exposed, especially around digital goods and gambling and also shift from card to local wallets. And as a consequence, the growth profile of our Indian business has massively deteriorated over the last months. It was so specific with so little synergy with Europe, that we decided that it was better to exit. So this is what we did. And obviously, we keep our presence in terms of offshoring capability in India, because this is feeding our competitiveness in Europe. I hope I answered all your questions.

Yes, yes. No, that's great. I'm thinking because there was another event, it might be a little bit light on questions. So I'll just ask a clarifier on the first one, which is just of those components within Merchant Services, maybe you could just comment on what helps deliver the low single-digit expectation for 2025 -- sorry, 2026. So is it Benelux returning to growth as part of that? Is it enterprise returning to growth as part of that? Maybe you could just walk through the components of merchant services growth that deliver us to the guidance.

Yes, yes. Sorry. So I did put focus on SMB, which is 50% of our total revenue, as you know, because it's -- because Belgium is massively a question of SMB. But you're right. On enterprise, so which is regional commerce. So here, we will be a bit impacted by churn of merchants that have decided in '24 and still in '25, when the company was in trouble to move to some other providers, okay? That's one important. And also when we migrate enterprise merchants to our new e-commerce solution, some are choosing to migrate to GoPay, which has been the case of SNCF, but also [ Bentley and Mercedes-Benz ], but some decide to migrate to some other providers. And so we did factorize some churn linked to this migration and by the way -- by the way, at the same time on SMB and on enterprise.

Regarding Global Commerce. So here, we are in a different situation. There has been also some churn in the recent years. We've been also more selective in what we want to do, especially in the travel and airline segment, where we have derisked the portfolio. And we clearly need to reboost our sales in the digital goods where we have been a bit lagging behind in terms of sales performance. So that's -- those are the components that explain this low single-digit growth that we forecast for 2026.

Your next question comes from the line of Hannes Leitner from Jefferies.

I got also a couple of questions. Maybe just like -- it seems like a small range, but when I'm looking at your Q4 still being down 2% on an organic basis, maybe you can talk a little bit about the low end of the guidance range and then the high end. And then maybe just squaring that how you see OpEx evolving. It looks like you look for low single-digit OpEx growth and low single-digit top line growth, so more or less in line with that. But then you talked about headcount reduction and divestments.

The second question is just like the base of your guidance. You gave very welcome a pro forma including the pre-CMD announced and then the post-CMD announced divestments. Should we take those? Because clearly, some of them they still contribute for 2026 -- should we take the pro forma, excluding any of the currently announced targets as the base for the guidance? Or is it the mix because of the closing depending on the closing?

I think Srikanth will take the 2 questions.

Yes. Thank you. I'll start with the second one then. We debated that point a lot, obviously, because of some of the closings happening during the year. We felt that providing the clarity to all of you as to what will be the future perimeter in no unclear terms was very -- and then during the year, Hannes, we will, of course, provide what is the incremental contribution coming from the two, which are not yet -- which have been signed recently and not yet closed.

Then for the other assets, which still need to be signed, we'll be providing a clear distinguished perimeter. But of course, that's going to be accretive to what baseline we are providing today for sure. Then most of those will be closed by H1. So it's going to be accretive to the basis we are providing today. But you can see that it's EUR 900 million of sales, EUR 200 million of adjusted EBITDA and EUR 55 million of cash. And if it's end of a quarter, you can probably linearize them to have a view as to what will be the potential upside to those numbers.

If I may, it's EUR 400 million of revenue because the EUR 500 million of METS is already out.

Correct. That's right. So excluding METS, we are talking about EUR 400 million.

Okay. On the guidance, revenue and cost?

So on the OpEx, as we said, we actually said two things during the CMD and it still stays. We said we'll have an adverse business mix in terms of revenues and margins. And secondly, we also said we're going to invest in remediation measures in 2026. So while you saw that there were some one-off costs in 2025, as I was alluding to the EUR 50 million, we will end up spending something like EUR 30 million, EUR 40 million on remediation costs in 2026, to address the backlog of ongoing due diligence. And the rest will still have an adverse mix effect in '26. At least for the airlines business, as we mentioned, the FX overhang will continue as well. So we don't expect the OpEx to be too different from what we had in 2025. Hence, both the single -- low single-digit revenue increase as well as a similar level of adjusted EBITDA.

Maybe on your first question, which is the Q4. If you go to the Slide 33, you will see that in terms of transactions, in terms of merchant volumes in euro, we grew in Q4 by 3% okay? And you even have some insight on the beginning of this year. So it's more on the hardware side of things that we did less in Q4 than Q4 of the previous year. So that's the explanation of the gap probably between last year and this year.

Just a small comment on this. I mean, MSV, you rebased basically for the Giro card acquiring volumes. Is that right? So that would be one element to see that.

You mean, is the Giro card changing? -- because I think it's a pro forma. So I think the whole year is including the Giro.

We will take our next question. The question comes from Frederic Boulan from Bank of America.

Two questions, please, and maybe a follow-up. So firstly, if I can come back on your '26 EBITDA guidance. So if I'm not mistaken, on Slide 25, we've got some flat to EUR 20 million EBITDA growth on a kind of fully rebased pro forma perimeter. If we look at '25, we saw about 5 percentage points margin compression and the kind of mix was a factor.

If you can come back a little bit on the assumptions you've taken here, the impact of that adverse mix, maybe from a country perspective on the business, the kind of different dynamics between assets that are growing faster with lower margins, et cetera. So yes, so we look good to understand why we're going to see a much more stable performance from a margin standpoint this year.

Second, on the comment you made around customer churn on the back of prior contract termination you had in '24, '25 that are yet to materialize and some churn driven by platform migration. Can you explain a little bit how things going right now in terms of discussion with customers? I mean you mentioned good NPS, et cetera. I mean, how do you measure the kind of commercial traction you're having right now versus competition? Is it stabilized or you still have some of those tough discussion and losses? And interesting to hear a bit more about that kind of churn driven by platform migration. I mean, is it significant? Is it more detail? So it would be good to have more detail on that.

Sure. So in terms of -- so in fact, we are consistent, first point that we are absolutely consistent with what we said at the CMD, okay? So all what we see today is consistent, sometimes a bit better, but it's overall consistent with what we said. And if you recall the CMD, what we said that in '26, we would foresee still some pressure on the contribution margin. And then the rest of the plan, we are a bit conservative since we consider stabilization of the contribution margin, which is the highest level of the margin during the rest of the plan on the back of the evolution of the mix and the pricing initiative.

So we are -- so why is that? So the first reason, obviously, is that the dip that we've been experiencing in financial services, termination of contracts impacting us in '25 and still '26, if you remember correctly, and lack of new orders, obviously, is there and that has a negative impact. on the margins because the contract that we have lost were very highly margin because they were quite old contracts. And when we start to refill the backlog of financial institutions, then it's mostly setup and the setups are a bit lower margin than the run. So what we anticipate for Financial Services is that the restoration of margins will take some time, and we were more speaking about '27, '28 than '26.

On the merchant side of things, what we said is that -- so we were a bit cautious on enterprise and global commerce. So most of the swing will come from SMB. And on SMB, you're right, it a bit depends on the geographies. So in the restart, I would say, of SMB, we started with Sweden, which is a market which is significantly exposed to ISVs. So the margins are lower. and especially lower than the markets where we have very strong position like Switzerland, Belgium, Germany. So that's one point. And so -- in the countries where we've been attacked and then when we are now growing again like Switzerland, obviously, there is some pressure on the margins that does explain this evolution. So the good news because there are good news here is that we have very good results of our growth initiative in terms of evolving the pricing and the products that we sell. You know that we are investing also a lot on value-added services. So DCC is one of them. Merchant cash advance is another one. Merchant cash advance is now deployed in 6 geographies. So obviously, there is a ramp-up to make sure that we take the good risk, which are not on our balance sheet, but on the balance sheet of our partners that we have the proper digital experience. But step by step, those initiatives will help to preserve, if not increase, the margins that we are making on SMB.

On the question on commercial traction and churn. So again, it depends a bit on the segments. If I think about Enterprise and Financial Services, we have clearly an improved commercial traction as compared to the situation we were in the first half of this year, first, because on the Merchant Services side, we have now the terminals, which are available with a good performance. So -- I mean, we are not winning every time, obviously, there is a very fierce competition, but we managed to turn around now the situation on FS and on MS Enterprise. Finally, regarding the churn of your question. So where the churn is the most -- I mean, is the most, I would say, predictable or the most significant. It's not on the acquiring, the convergence on acquiring because we are not really touching the merchants.

We are more bringing additional functionalities to the merchants. And we migrate the portfolio when we have all the features which are requested. So it's more on the acceptance and more on the acceptance on e-commerce because, obviously, acceptance e-commerce is an area where the merchants are well integrated into their software systems. And so it's easy for them to benchmark what they can have. And so this is where we are the most exposed, especially on SMB to churn, okay? So we did factorize that, obviously, in the 2026 figures.

Okay. If I can ask two quick follow-ups. Firstly, on the guidance, your CMD guidance pro forma was slightly lower adjusted EBITDA in '26 versus '25. Now it's for kind of flat to up. Is it because you are disposing of weaker businesses or there is an improvement underlying? And then second question or second follow-up, when you look at the leverage, your target of less than 2x for the end of this year. Beyond the free cash flow, the cap increase, the disposal and the puts you mentioned, any other item that we should bear in mind in terms of bridge to '26 debt?

Well, I'll take the second one. I think you hit all the points that impact the leverage, no. So I think that's it. So we are consistent again with the less than 2 when we simulate the M&A cash proceeds, the level of EBITDA, the puts and so on. I mean, so that's really where it is. And the first question was?

Just on -- the EBITDA as compared to the initial guidance.

Yes. So we did say during the CMD that for '26, we'll be at the lower end. If you recall, we did say at that time because we had the EUR 830 million to and on the CMD scope was EUR 720 million to EUR 745 million. And we said we would be at the lower end of the 2025, and therefore, that's why the EUR 720 million because we had the unfavorable business mix as well as the investment in the remediation and the North Star transformation program does not bring results until 2027. So those were the 3 key drivers, and we are still in the same area.

Then in terms of the upside of adjusted EBITDA between EUR 630 million to EUR 650 million. So that's a range. We did not have that range during CMD. We just said lower end. We feel that we've got some pockets to improve on our execution. So that's why we've given that range. But we are still consistent with the lower end of 2025 as our bottom end.

We will take our next question. And the question comes from Emmanuel Matot from ODDO BHF.

Three questions for me, please. First, can we expect revenue to stabilize in the first quarter or we have to remain patient? Second, why have you decided to do further impairments on goodwill in H2 in Merchant Services? And third, why is your 2030 guidance unchanged for free cash flows at EUR 300 million, EUR 350 million despite changes in scope that result in lower EBITDA?

So maybe I can take the third one because it's easier. No, I think we -- I mean, the more we get mature on our trajectory, the more we see potential to improve EBITDA to cash conversion. I think that's the most important point. And we consider that the assets that we are disposing are were, in fact, cash dilutive in their trajectory as compared to the trajectory of the core European business. That's the first question.

On the impairment, I can answer, but I will let Srikanth answer. On the first question, you are a bit -- but I recognize you. I think we -- what we do see as outlook is that we should be stabilized in H1, globally speaking, and we'll see what Q1 gives. So on the additional impairments, Srikanth?

Yes, Emmanuel. So on the impairment, we had to go through -- I mean, again, to be extremely clear, when we did the H1 impairment of the EUR 4 billion and then we did the CMD presentation and the new business plan, there was no need to do any impairment, okay? Then when we talked about the revised scope, the way we did that was, again, coming back to the point that Pierre was saying, when we look at the prune scope and its growth prospects vis-a-vis the sale value we were getting, we had impairment on the prune scope. So this is -- when we say MS, this is not on the continuing business. It was really on the future outlook and the current sales value about this. It was not growing as fast this prune scope. So we had to impair this part alone. So all of the impairment that you see for H2 is everything related to the pruning scope and not to the underlying business. I don't know if that answered your question Emmanuel.

Unfortunately, it looks like Emmanuel has disconnected from the call.

Okay. I guess his question was answered then.

We will proceed with the next -- your next question comes from the line of Craig McDowell from JPMorgan.

The first one is for -- I'm just wondering if you could give us a bit of a sense of the bridge from EBITDA to free cash flow. It certainly seems a bit better than consensus expecting and maybe better than the CMD suggested. So the cash bridge would be helpful.

Then just a follow-up on pricing. Just wonder you could talk about your ability to reprice for those higher international scheme fees that you talked about. Is that being reflected in new contracts that you're signing? And then thirdly, if you could give any update on sort of the regulatory investigations in Belgium and Sweden, that would be helpful.

Do you want me to take the cash cost and you take the other two? So Craig, on the cash cost, if you recall, we did say that more or less -- the cash cost was built into 5 blocks. That's what we said during the CMD. CapEx, we had the rationalization and integration costs. We did talk about taxes, interest and the leases. I would say most of them are unchanged. So we do have higher interest cost in '23 compared to '25. We -- especially with some of the bond refinancing we did in the summer of '25. Then we have indeed -- we did say during the CMD, we have a higher level of tax cost. We now expect this to be flatter. And then in terms of CapEx as well, we are -- we expect to remain flat on the postponed scope.

Then the rationalization and integration costs, which is where we said that we'll move from a kind of EUR 240 million of spend in 2025 to a spend between EUR 170 million to EUR 180 million in 2026. And that's where, I would say, the reduction in the cash cost comes from with the offset in interest costs. So those are the 2 key factors that are at play, and we expect that to continue on through '26. And then '27, we expect the rationalization integration cost to go down even further.

So on your question regarding revenue management or repricing. So basically, you have 3 types of actions to make it super simple. We -- you realize -- or we realized that considering where we are standing in terms of process and tools, we were not always invoicing all what we were supposed to invoice, okay? So it was just a correction of the way we do invoice that had to be implemented. This one is easy, if I may say so.

The second topic, obviously, is to push as much as we can the scheme fees to the merchants. And the more we are able to invoice on what we call interchange plus, the better it is because then we are not exposed ourselves to the evolution of the scheme fees. So this is something that we do depending on the platforms. And clearly, we are pushing our systems to be able to do that on all our platforms.

The third topic is to sell additional products to the merchants and to increase the ARPU. On the last question, which is regulatory investigation. So -- as you know, we've been doing all the audits to be sure about where we were standing in terms of portfolio, in terms of quality of the portfolio. We disclosed that in October. This is something which is behind us. There has been some -- obviously, some audits from the regulators in the various geographies. We don't have all the conclusions. Obviously, there are things to improve, especially what we call ongoing due diligence remediation that were not industrialized at Worldline, and that's one of the key topics on which we are working. And among the expenses that we have in 2026, there is a significant part, which is linked to the consumption of the backlog of ongoing due diligence.

So this is where we stand. We have a very strong engagement with all the regulators in all our geographies, and we manage all of that as professionally as we can.

This concludes today's question-and-answer session. I'll now hand the call back for closing remarks.

Thanks a lot, and thanks all for, I mean, staying so late on this call. So as you see, we've made significant progress over the last quarter. We are fully stabilized. We are fully repositioned as a key payment infrastructure pay. We are absolutely on track and we are where we want to be in terms of commercial turnaround. So there is still to do. That's a good news. But in terms of commercial turnaround, we are making the progress that we want to make, and that's the case also for transformation. And obviously, the capital increase that is ahead of us is an important milestone to be fully focused on the business drive and the achievement of the North Star objective. Thanks again and looking forward to have a new catch-up in the coming quarter. Have a good day. Thank you, everyone. and good night. Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.

Good morning. Welcome to our Extraordinary General Meeting. Ladies and gentlemen, dear shareholders, I'm delighted to welcome you here for this Extraordinary General Meeting of Worldline at the beginning of this year. I'd like to thank you for your presence here.

As we usually do so, and so as to preserve our best practices, this general assembly is broadcasted live on the website in French and in English. After the presentations from the management and the statutory auditors, we will have a Q&A session. And for those following this meeting remotely, you will also have the opportunity to put your questions on the Internet via the website interface.

As the Chairman of the Board, I will chair this extraordinary meeting. Besides me for the company, we have Mr. Pierre-Antoine Vacheron, who is the CEO; and Mr. Charles-Henri de Taffin, who is the Secretary General and Secretary of the Board. I'd like to also thank the directors and the main managers of the group who are present here today with us.

I would like to, therefore, declare this general shareholder meeting open. All the documents required by the Code of Commerce are at your disposal and the Social and Economic Committee's disposal, too. We will not read the report of the Board that has been put at your disposal in your convening brochure.

As for the quorum, so this Extraordinary General Meeting is convening after presentation and requires a quorum of 25% of the shareholders. Charles-Henri, do you have the definitive quorum?

Yes, the definitive quorum is at 55.63%.

And before we pursue, I would like to go on to the composition of the bureau. So first of all, and in order to implement the regulatory provisions, we're going to constitute the bureau of this meeting that I'm going to chair. I'm going to ask the 2 shareholder that have the greatest number of votes, who have accepted this function to fulfill the functions of scrutineers.

It's Bpifrance Participations, represented by [ George Lambeau ]; and the Credit Agricole S.A., represented by Mr. Oliver Rocard. They are besides me, and I'd like to thank them for their presence. The bureau is set up. I would like Charles-Henri de Taffin, who is the Secretary General and Secretary of the Board of Directors to ensure the Secretary of this meeting. I observed the presence of Mr. Guillaume Arnal, who's been appointed by the Social and Economic Committee to attend this shareholder meeting.

We also have [ Mr. Joe LaVerne ] from Deloitte & Associates and Vincent Frambourt from Grant Thornton, who is our auditor. And they have been convened also. I'd like to thank them for their presence here. I would like to inform you that some of the people who are not shareholders, there are some clerks, journalists and analysts. They are also present here in this room.

And now I'd like to give the floor to Charles-Henri de Taffin, who's our Secretary, who's going to talk about the documentation, the agenda and the quorum.

Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, I'd like to remind you that this is an extraordinary shareholder meeting upon the convening of the Board. The agenda and the text of the resolutions have been published in the brochure that have been published in the ballot of the 3rd of December 2025, and the convening notice was also published in this bulletin.

As Wilfried said, all the documents required by the Code of Commerce have been put at your disposal and at the disposal of the Economic and Social Commission according to the legal requirements. We are going to read the reports that have been put in our notice. This is the first invitation. This requires a minimum quorum of 25% of the shares. And as the quorum is at 55.63% and the quorum required has therefore been reached.

As for the agenda of this extraordinary shareholder meeting, 13 resolutions will be subjected to your approval. They are related to a reduction of the capital of the company because of losses, reduction of the nominal value, which is usual in the preparation of an increase in capital, an increase in the capital reserved to Bpifrance Participations, Credit Agricole S.A. and BNP Paribas, EUR 110 million with removal of the preferential subscription rights, an increase of capital of EUR 390 million, maintaining the preferential subscription rights of the shareholders.

Putting together all the shares of the company by the allocation of a new share of EUR 0.80 for 40 former shares of EUR 0.02, and this regrouping is purely technical and the renewal of the delegations for the increase of capital reserved to the employees or proxies. The company has not received any written questions or any other item to be added on the agenda of this extraordinary meetings according to the legal provisions, whether it's from the shareholders or from the Economic and Social Committee. I have to give the floor back to our Chairman now.

Ladies and gentlemen, dear shareholders, I would like to present the program of this extraordinary shareholder meeting and the speakers. Pierre-Antoine Vacheron, who is the CEO, will recall the transformation plan, North Star 2030 and the actions that have already been undertaken to execute this plan. Srikanth Seshadri, who is the Financial Manager, will present the financial objectives of the plan. His presentation will be done in English, and you have headsets at your disposal to listen to the translation into French.

Pierre-Antoine Vacheron will then talk about the operation of the transaction plan, and I will present or Charles-Henri, the Secretary, will present the resolutions for which we require your approval. Mr. Vincent Frambourt from the Grant Thornton firm will speak on behalf of the joint auditors, and we will have a Q&A session and then the shareholders will be allowed to put their oral questions, and we will answer the questions transmitted to us through the interface of this assembly. And we will end with the votes on the resolutions at the end. The resolutions will have been proposed to you, and we will announce the results.

Before giving the floor to Pierre-Antoine, I would first like to transmit a few messages from your Board. Since the arrival of Pierre-Antoine as the new CEO, the team has done a remarkable work to overcome the many obstacles and events. The transformation of the group initiated by Pierre-Antoine is on the right track and has allowed us to dispose of several nonstrategic assets. The objective is to become an integrated group, a disciplined group, focused and streamlined and a group that is ready for its future transformation. The Board is fully supporting and unanimously supporting the strategic growth plan that was presented to the market in November. We believe that it will generate a significant value creation for our clients, our employees and of course, our shareholders.

We are convinced that we have the best team around us to take up our ambitions and become the real leaders in payment services in Europe. My last remark concerns the capital increase of EUR 500,000 that will be carried out in the first half of 2026. And therefore, we are submitting the future resolutions to you. We are convinced that the operation is essential because it will allow us to strengthen the equity and the financial flexibility of the company to accelerate our transformation and secure the implementation of our ambitious North Star 2030 plan and to have a stable base of financial -- European financial institutions, who will be our shareholders.

I'd like to thank you. And now I'm going to give the floor to Pierre-Antoine Vacheron, our CEO, who is going to share with you the actions that we have set up since the beginning of his term, and he will give you the first results. Thank you.

Mr. Chairman, ladies and gentlemen, dear Board members, dear shareholders, I'm delighted to see you here, which is an important milestone in the history of your company. Before recalling the main elements of this transformation plan that we presented on the 6th of November, I'd like to go back on this past year, 2025. 2025 was a very difficult year for the company, for all of us to begin with our shareholders. And we question what is most precious for a listed company, for a payments company? That is our trust, our confidence. And we've used up a lot of our energy as a managerial team and all the employees also in close collaboration with our Board to reestablish this confidence and this trust.

And today, I believe that the situation has been stabilized. But the support of our shareholders with this -- at this time of capital increase is important to consolidate this stabilization. And after this -- I mean the results -- sorry, the result of this meeting will be extremely important. Worldline is not just any payment company. It is the main operator of payment infrastructure in Europe. Through its geographical presence. We are leaders in a certain number of countries, of course, in France, in Belgium, in the Netherlands, in Germany, Switzerland, Austria, Finland, the Baltic countries, Greece, and we are present in other countries.

And when you look at the next slide, you can see that we provide critical infrastructure in 10 countries in Europe. We process 47 billion of transactions each and every year, EUR 480 billion of volumes acquired by merchants. That is the GDP of Singapore. We serve 1.2 million of merchants in Europe, all different sizes and we manage a card portfolio of 156 million of cards to be compared to the European population. This size that we represent is found naturally in our coverage in terms of client segment. This is the next slide.

As you can see here, let's take support on our very wide coverage of the entire value chain. We can serve banks and financial institutions that account for 20% of our business, but we also serve a large portfolio of small businesses in all our geographies that account for 46% of our revenue. Global commerce, when you purchase at OCEANE, Fnac, Darty, at [ Marché ], it's the Worldline platform that is used for all the transactions, and we serve a large number of players in e-commerce. Airlines like Lufthansa, Emirates on a pan-European basis.

2025, as I was saying, was a very intense year in terms of actions with some concrete results based on 3 verticals, 3 pillars. The first pillar is on our investments, the confidence in our company. There was a turmoil in the middle of the summer in the media on our merchant portfolio. So we had to proceed with a certain number of audits and evaluations, not only of our merchant portfolio to demonstrate that this portfolio had been cleaned up since 2023 and to assess our risk control systems in our merchant portfolio.

And then there was another turmoil to manage our treasury, our cash with the downgrading of our rating from Standard & Poor's. And here again, we made a huge effort of transparency with the arrival of our new Financial Manager, Srikanth. And there were questions on our cash, and we decided to develop our intragroup loans, and we will present this during the presentation of our annual report.

The second pillar is on our clients and employees, and that is the main substance of our company. When we arrived -- when I arrived, sorry, we were blocked because there were a few deficiencies in our offers, especially payment terminals, and we deal with all these topics. Now we have a whole range of terminals that are available in all our geographies. We've also worked a lot on the robustness of our IT platforms. You remember that Worldline in 2024 was affected by a certain number of problems in Italy and in France. And we invested a lot in our processes, in our infrastructure so that today, we could have an improvement in the stability of our platforms.

So we did all of this work on the supply side on our platform so as to stabilize our NPS, our Net Promoter Score, the indicator of our customer satisfaction in 2025 in spite of all the difficulties encountered in that year. And in the very last quarter, we reduced the attrition of our portfolio of small merchants. On the side of our employees, the action undertaken by the new management team enabled us, as we've seen in the results of our most recent Great Place to Work survey, we got the results just a few days ago. That enabled us to bolster the engagement of our people. And those people are now committed to the company in a way that's unrivaled with our past history.

The last pillar is the rationalization of our scope so as to bolster our financial flexibility, our headroom and refocus on our core businesses. In 5 months, we announced the divestment of 4 large-sized assets. The closing of those deals will take place in the first half of this year. Those transactions enable us to streamline our organization, but also increase our free cash flow so as to plow those moneys back into our capital expenditure and deleverage the company. So the result of all of these actions undertaken in 2025 help us to address our structural issues in the company. And we noted in the results in the last quarter that our goodwill has suffered a lot in the more recent past because of difficulties we encountered, the headwinds we've had in previous years.

In the area of financial institutions, you will recall that we lost in 2022 and 2023, a certain number of contracts that had an impact in 2025 and once again, will continue to have an impact in 2026. The loss of those contracts are connected with the focus that was laid by Worldline on the merchant businesses -- the merchant-related businesses. And that will be an asset for us in the future. Of course, it will be a major advantage going forward. But in that process, we lost quite a lot of contracts even though we were investing in new solutions for financial institutions at the same time.

Now this development in our revenues with financial institutions, is it something we can't remedy? Obviously, no, because we've talked to the banks about this. They would like Worldline to be there with them in terms of a value proposition for their cards, their bank transfers and so on, their money transfers because it's strategic for banks. And it's a very particular kind of domain that you've got to invest a lot in and the banks wish just one thing that's that they could be underpinned by a partner like us. So the objective of our plan is to get back to growth in that segment of financial institutions.

In the area of merchants, our goodwill has suffered a lot, too. Well, for a couple of main reasons. The first reason is the cleaning up of the portfolio that was done since 2023. That is reflected in a loss of EUR 130 million of revenues as we stated to the markets and to the investors over the last several months. So the revenues won't come back just like that, obviously, because we don't want to be exposed to that kind of customer base anymore. So the second thing has to do with our operational difficulties that we encountered in terms of our value propositions, not being available, satisfaction of clients, not always on a par with our expectations. And that led to an unfavorable development in our business mix that is between small merchants where we lost a lot of ground in the last few quarters and also the very large merchants where the margins are much smaller.

Now is this something we cannot change? No, it's not something that we cannot change. We do want to reverse the trend. And that's why we're investing in respect of the North Star plan. We want to offer digital journeys of a much better quality to the smaller merchants as well so as to get back to growth in that segment and restore our margins. Beyond the difficulties in terms of our goodwill, our stock and trade that we're addressing, we had difficulties to do with our operational model in the company. It was built up on the basis of a whole accumulation of acquisitions, and these companies themselves have been acquired very often in the past.

So it was multiple acquisitions that led to our structure, and we set down a few challenges for ourselves. These are the pillars of our plan. We want to converge our service platforms, our IT platforms that is. This is a huge work stream that will keep us going for several years. Then the integration of operations, too, we're currently in a situation whereby our operations remain compartmentalized by entity that we acquired over time. And the third thing is the automation of processes. We have a lot of processes, massive processes to manage 1.2 million clients. And we've got to automate those processes so as to enhance the quality of service and, of course, manage our costs better.

So all of this is the content of the North Star 2030 plan that we presented on the 6th of November, revolving around 4 main pillars. The streamlining of our organization, the convergence of the platforms, the integration of our operations underpinned mainly by our service centers in India, Romania and Poland. And we also want to bolster our commercial performance, our business performance. Each of these pillars will make its contribution to improving our EBITDA. And you've seen the figure we're aiming at for 2030. More than half will stem from the convergence of the platforms. We want to also integrate operations and bolster our commercial performance. That's 20% for each of those and streamline our model, that will be 5%.

This plan, as you know, is a plan that is staggered over time, of course. It will be done stepwise. As of 2027, we hope to net in a positive net contribution to our operating income, our EBITDA as we call it. And this contribution will increase then year in, year out. So it's a plan that phased -- going to be phased in because a company like Worldline has to be able to bear the size of certain IT projects and transformation projects. And the fact of having a plan that's staggered over time, over a period of 4 years enables us also to best manage impacts in terms of cash, in terms of CapEx and in terms of restructuring costs associated with that plan. So our transformation has already started, of course, it's already underway. We have got off to a head start, we think.

Now the key fact to appraise the performance of this is -- it's important to appraise the key facts. Firstly, we've got to streamline our actual organization. The last few quarters, we preempted the impact of the divestments we'd be making so as to get rid of a whole layer of organization in the company in terms of merchant services. We now directly from the Executive Committee down, address directly the needs of the merchants. And we also have experience in terms of decommissioning platforms, IT platforms because in 2025, we closed down 4 platforms in different geographies. We decommissioned 4 platforms. So we know how to do that.

The third thing to bear in mind is that the target platforms, B2B platforms, the one we're aiming to achieve with convergence have already been modernized. Worldline in the last few years has invested a lot in acquiring platforms for card issuance, for instantaneous transfers and so on, everything to do with e-commerce. We have brand-new systems so we can use modern technology, state-of-the-art technology. And that, of course, is very important when it comes to payments.

The last illustration I'd like to give you, and we'll communicate on this more broadly in -- when we present our earnings, our annual earnings later on in February, is that we've already netted in initial results from the optimization of our revenues because of the repricing we initiated in the last year in 2025. So obviously, a plan like this requires very disciplined governance because it's a long-term effort. It's a long haul. It's complex. Each of the projects has got to dovetail with all the others, especially we've got to take care of the interdependencies. So we initiated following the presentation of the plan, a whole piece of work with all of the initiative takers, all of the project owners because it's 250 initiatives.

So all of the individual projects on the ground will have to confirm that they are capable of achieving what they're supposed to achieve. They've got to confirm the resources they need to pursue those initiatives and also enable us to sequence as best possible all of these initiatives. So we don't telescope things between and among these several initiatives. So we're taking this kind of bottom-up approach, and we should complete that approach by the end of February, the actual process to achieve the sequencing, and it will be done very systematically, sorry. And as of the end of February, after we present our earnings, we'll be able to confirm the sequencing of all of those initiatives.

And throughout the duration of the plan, of course, we're going to steer the achievement every week. We're going to be meeting in the management team and the Executive Committee to give a steer to all of this. On a regular basis, we'll have a steering committee. The Transformation Steering Committee will review weekly the progress of each of these initiatives. So it's a very granular approach, a very sequenced approach, a very disciplined approach, too.

Obviously, one of the challenges we've got to pick up has to do with our employees. Another one has to do with our clients, and our investors and our shareholders, of course. So we've got to address all of the needs of all of our stakeholders. So we won't go into a tunnel. Each of these stakeholders should be able to gauge the progress we're making quarter in, quarter out in this transformation process in improving our operations. So the commitment we're giving so as to gain the trust of all the stakeholders is to communicate as of 2026, around 3 main strands, apart from the financial indicators, I mean.

First one is the progress of our transformation, the progress of our North Star plan. We will be setting down indicators. We'll communicate as of our February earnings announcement. But just to give you an idea, we are going to track indicators such as the platforms that we're going to close down in 2026, also the progress in the migration of merchant portfolios towards our target platforms, especially the online merchant platform, target platform that a lot of our merchants are migrating towards.

The third example, the legal entities that are going to close and dissolved during 2026 fiscal year. The third type of indicator that will demonstrate that the operational performance is improving beyond all the financial figures with indicators on attrition of the small merchants, which is an indicator on the health of the company's portfolio, indicators on the signature of new contracts with financial institutions because one of the major thrusts is to renew our dynamism in this sector. And the third indicator, which is an indicator on the major incidents was to demonstrate and explain the improvement of our operational performance. The third type of indicator are capacity to innovate. Worldline is operating in the sector of payments, which is a very dynamic sector, and it is important to keep innovating even during this phase of transformation.

And here again, we have thought about this. And in the next weeks, we will set the indicators that we'll be communicating to the market and to the shareholders. The first will be related to the deployment of our digital tools to activate the small merchants. This is the Launchpad project, as we've called it. The objective is to disseminate this tool in some countries by the first half of 2026. The second type of topic around -- which we're going to communicate is the positioning of Worldline in the new areas like the deployment of Wero in several geographies. It's the positioning of Worldline in the agentic trade and the positioning of Worldline in stablecoin settlements.

And the third type of topic on which we are extremely exposed and Worldline is ahead of the others is to increase the use of generative AI in our development and our operations. We have an indicator which is already leading that is the use of our [ LiveChat ] tools that all our employees can use OpenAI and all the LLM that we've adopted in a very secure environment. And the whole point is to deploy generative AI in our IT development tools, especially from India and our interactions with our clients and especially with our merchants. So this engagement is very important. We want to be transparent. Very few companies do that. But we believe that this is essential so that our investors, our shareholders might believe in the success of our transformation and in Worldline's capacity to reach its objectives.

So this is what I wanted to tell you in my introduction. So my main messages before giving the floor to Srikanth is that our situation is stabilized now with what all we've done. Our plan is built. It is detailed. It is on the right track. It has received the unanimous support from the Board, and we are convinced with all the efforts of transparency we are making that the support of our shareholders beyond the capital increase will keep growing in the coming quarters.

Thank you very much. I'm going to give the floor to Srikanth Seshadri.

Thank you, Pierre-Antoine. Good morning, ladies and gentlemen. Thank you for attending this meeting here today. I'm delighted to confirm our financial ambitions during this extraordinary shareholder meeting. I will pursue this presentation in English. You can listen to the simultaneous translation for our French-speaking shareholders.

We'll bring rigor in the execution of the transformation plan that has just been detailed. Our priority is to restore growth, to bring profitability and cash generation until 2030 with 2026 being a year of transition. So we've got 3 objectives there for 2030 on growth, on profitability and cash. On growth, we expect to progressively grow at the speed of the market and to beat the market at 4% from 2027 until 2030 cumulative annual growth rate. With an exit rate at 5% by 2030, there is 2 key axis for our development, one which is the small and medium-sized businesses and one which is the financial services.

In the small- and medium-sized businesses, we'll defend our key markets in Western Europe, especially in Switzerland and Benelux, i.e., Belgium, Netherlands and Luxembourg, while we grow with our partner channels in the Nordics, especially the independent software vendors. In Central and Eastern Europe, where we've been growing well over the past few years, we'll continue to grow across all verticals in Central and Eastern Europe.

In Financial Services, we've lost a bit of ground in the previous years, and we are resurrecting our portfolio. And it will be a key growth in the midterm, especially within the issuing as well as in the digital service. In Enterprise and Global Commerce, which is our third and fourth key segments, cross-selling on our acquiring services will provide momentum, especially on travel and hospitality, while agent e-commerce innovation will drive as an accelerator.

Regarding profitability, we go from between EUR 720 million and EUR 745 million in 2025 to EUR 1 billion plus by 2030, capturing the entire North Star plan 2030. In terms of free cash flow generation on a pro forma basis, i.e., without the signatures of cession that we have done, we'll be at around minus EUR 55 million to minus EUR 85 million in 2025. By 2030, we'll go to a positive EUR 300 million to EUR 350 million of cash, which suggests that it's 30% to 35% profit conversion to cash. 2026 will be a year of reset, consolidation and transition, and we'll explain why.

So on the slide after, on profitability, you see there are 2 key areas: one, which is the organic business mix that we still have an adverse effect from 2025 and '26, including the overhang on financial services, where we've lost some businesses in the past. And the second thing is really for us to invest in the remediation measures. Pierre-Antoine mentioned about the ongoing due diligence reviews on our merchants where we need -- we have a considerable backlog, and we are investing to clear the deck for future growth.

From 2026 to 2030, there are 2 main blocks, one which is the EUR 150 million of profitability coming from organic measures, which comes with the increase in revenue. And the second block is EUR 210 million of the 4 blocks that Pierre-Antoine mentioned between simplify, integrate, converge platforms and grow. And that's EUR 210 million having a run rate of EUR 210 million EBITDA by 2030. So with those 2 key axes, we grow to EUR 1 billion plus in terms of profitability. On cash, we start to turn positive cash from 2027, and it progressively grows to the EUR 300 million to EUR 350 million and included in there is EUR 120 million of interest costs that we have taken as an assumption based on current market rates and our future liquidity needs.

And if you move to the next slide, please. So what is -- what are the key components of cash cost below adjusted EBITDA, we have 5 key blocks. On the left-hand side, you see those 5 blocks cover EUR 800 million for the scope we are presenting today. In purple, you see capital expenditure as well as capitalized development costs of EUR 250 million. We've also incurred cost of EUR 240 million on restructuring and integration costs. The large part is the last year of the large year end of spend on the Power24. We've spent EUR 130 million in terms of leases, EUR 140 million in terms of tax cash costs and another EUR 50 million in terms of interest cost. In terms of 2024, the interest cost was close to 0. So we are starting to have higher level of interest cost.

Projecting back to 2030, we keep the same level of CapEx cost at EUR 250 million, which is bringing down the percentage of sales from 6% to 5%. We are absorbing inflation. We are closing down some of the platforms that Pierre-Antoine mentioned. And what it does is it creates a bit more space for more innovative and discretionary CapEx rather than maintenance CapEx. The second key axis that helps our cash generation is the almost close to 0 of the restructuring and integration costs because we'll be at the end of the plan. We optimize the level of real estate and absorb inflation, and we are lower by EUR 10 million after 5 years in terms of lease cost. Tax cost -- tax cash cost is at EUR 140 million and interest cost is significantly higher at EUR 120 million. And that's an assumption today. Depending on market conditions, we will see as to what it will be in 2030.

So the 3 key strategic pillars for our capital allocations are: one, invest in the Worldline transformation plan. The second one is the reinforcement of our capital structure and deleverage our debt position. And the third one, as we've already mentioned, is rationalizing our portfolio by removing the noncore assets to focus ourselves on payments and in Europe.

So I'll finish with that. With the 2030 Worldline being an agile, efficient, transformative operating model, we'll have a much better capital allocation optionality that will be creating value for all stakeholders. So with that, [Foreign Language].

Thank you very much, Srikanth. In June, I think Srikanth will speak in French. So I'm going to present the operation, if we can show the slide. So the objective we are pursuing is to increase our capital by EUR 500 million to improve the robustness of our balance sheet and especially our leverage so that we will have a greater strategic flexibility. So the objective is to reinforce Worldline's equity, obviously, to offer financial flexibility, a greater financial flexibility because of the refinancing cost and to secure our strategic ambitions by reassuring our large accounts and especially the banks.

So the operation, as you know, will provide a good basis of reference financial institutions that will reflect through their investments, the strategic issues of Worldline, Bpifrance Participations, Credit Agricole S.A. and the BNP. This increase of capital of EUR 500 million will have 2 successive forms, a reserved increase in capital of EUR 110 million, which will be subscribed by the 3 financial banks with the issuing rate of EUR 2.75 per share and it will be followed by a capital increase with preferential subscription rights. And all our shareholders will be able to contribute to this, and that will be EUR 390 million.

For your information, and just to give you an indication, considering the volatility of the stock price and based on the stock price of EUR 1.50, a shareholder holding 1% of the capital today before the reserved capital increase would hold 0.88% after this reserved capital increase and will be able to participate in the pro rata of his participation with increase without additional -- and if he does not participate with the DPS, then his participation would go down to 0.22% after these 2 transactions.

When it comes to the time line, we've got into marching order to fast track things as much as we can. We'll wait for the market conditions to be conducive, but we hope to finish the transaction by the end of Q1. The transaction has been approved by the Board. The 3 key shareholders involved in the reserved capital increase have committed to retain their holding until the rollout of the rights issue and to subscribe to that to the tune of about EUR 135 million. Also, they committed to retain all of their securities for 180 days. There's a lockup provided following the opening of the rights issue -- or the closing, sorry, of the rights issue. So this, of course, has all been agreed upon, and there will be ongoing communication done with our investors so as to secure the success of the transaction.

So this transaction and the different components of it will be subjected to approval of yourselves in respect of our different resolutions here in the Extraordinary General Meeting today. And as I was saying, our objective is to complete the transaction by the end of Q1. Now we've got to publish our earnings for 2025, of course, on the 25th of February first, then we'll roll out the reserved capital increase on the 6th of March, the rights issue on the 12th of March and the earnings will be -- sorry, the results will be communicated on at the end of March, on the 31st of March, depending again on market conditions.

So that's about it for me. I'll give the floor back to our Chairman. Thank you.

Thank you, Pierre-Antoine. Following what Pierre-Antoine and Srikanth have presented, I'd like to once again give you a few key messages before we move on to present the resolutions. Firstly, we share your frustration and dissatisfaction concerning the development of our stock price impacted by an insufficient performance and also a lot of speculation in the latter months.

Now the Board of Directors of your company has made a change in the management of your company, so as to meet these operational challenges and to achieve a better performance in the globe. Also, it's worked with the new management team so as to define the strategy that was presented to you early November. The capital increase as proposed today aims at enabling us to fulfill this strategic plan by contributing to its financing. It will bolster our balance sheet and our financial flexibility and will enable us gradually to come back to access to funding at more reasonable -- in more reasonable conditions.

Now since we announced the strategic plan and the capital increase with the full support, as was recalled of European key financial institutions. Our stock price has stabilized at a low level a grant to that. The management team and the whole organization has been focused on the implementation of the road map announced that should bring the group back onto the rails growth and a generation of robust cash flows in the future. And we're quite convinced this will create a lot of value in the organization that will be reflected then in the stock market performance of the company, too.

I'll give the floor now to Charles-Henri for the presentation of our resolutions that will be put to you for approval in a short while. Charles-Henri?

Ladies and gentlemen, dear shareholders, we have 13 resolutions being put you for approval here today for this Extraordinary General Meeting. Firstly, under resolution #1, you asked to authorize a share capital reduction resulting from losses by reducing the nominal value of shares from EUR 0.68 to EUR 0.02. This operation is the usual thing in the preparation of a capital increase with the maintenance of preferential subscription rights. It will secure -- would secure the achievement of the whole transaction and would make it possible combined with a possible share consolidation later on, it would make it possible to obtain an appropriate stock price for the company.

In respect of resolutions 2 to 7, it's proposed to you that you should grant the Board of Directors delegation of authority so as to achieve reserved capital increases for Bpifrance Participations, Credit Agricole S.A. and BNP Paribas for a total amount of about EUR 110 million with a waiver of preferential subscription rights for shareholders. The new ordinary shares would be issued at a unit issue price of EUR 2.75, that is EUR 0.02 in nominal value and a unit issuance premium of EUR 2.73 per share.

In this way, you'll be asked to waive the preference subscription right of the shareholders with respect to the subscription of the ordinary shares for the benefit of these 3 investors so as to make it possible to make additional reinvestments to have them reinvest additionally their share of capital in the company so as to bolster our equity and give us additional financial flexibility and secure the implementation of our strategic ambition set down in the North Star 2030 as well as anchoring a stable base of financial institutions who would be core shareholders in the group.

In the eighth resolution, you are asked to grant a new delegation of authority to the Board of Directors so as to achieve a capital increase of roughly EUR 390 million, maintaining preferential subscription rights for shareholders. In this case, the issuance price of the new shares will be set by the Board determined on the basis of recommendations of a banking syndicate in compliance with the usual market practices for this kind of transaction, taking account of the market conditions in force. Bpifrance Participations, Credit Agricole S.A. and BNP Paribas have committed to subscribe to this capital increase to the tune of their stake in the capital of the company as determined following the reserve capital increases that I detailed just a minute ago. And to the tune of an additional amount of roughly EUR 30 million. The portion of the capital increase that would not be subscribed to would be the focus of an underwriting agreement in line with market practice signed with a banking syndicate.

Resolutions #1 to #8 are proposed to you, but they are an inseparable whole and they're interdependent. The adoption of each of these resolutions will be, of course, governed by condition precedent, which is the adoption of the other resolutions. So as to enable the company to be in a position to implement the transaction, it would be necessary that all of the resolutions will be approved by yourselves.

Then in respect of resolution #9, it is proposed that we should take an identical figure for the caps initially approved by the general shareholders meeting on the 5th of June 2025, the combined shareholders' meeting and reset at 50% of the registered capital, the total cap of the capital increases for which -- to which we would charge all of the capital increases that could result from the 21st, 22nd, 23rd and 24th resolutions approved by the general -- combined general meeting of the 5th of June 2025. And we would set a level of EUR 1.5 billion, which would be the overall nominal cap for the issuance of debt of securities representing debt instruments or equivalent, giving access to the capital of the company to which we would allocate the said 21st and 22nd resolution. This resolution simply aims at maintaining the mechanics for the charging or at least the allocation of these resolutions and charging all of them to global caps. And we have picked up the identical form that was already used.

Within the context of resolution #10, you're proposed to implement a reverse share split in the company following the achievement of the capital increase, maintaining preferential subscription rights. The shareholders will be invited to exchange 40 shares with a nominal value of EUR 0.02 for a new share with a nominal value of EUR 0.80. The reverse share split proposed is an adjustment that's purely technical. And under the other resolutions, you will be asked to approve the remaining business.

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

Thank you, Mr. Chairman. Dear shareholders, on behalf of the joint auditors, I would like to present the 4 reports that we issued in view of this Extraordinary General Meeting. But I'll sum up our reports, if you don't mind.

The first one has to do with capital reduction. We've got no comments or no observation on that. The second one concerns the capital increases with the waiver of preferential subscription rights. As explained a minute ago, these are resolutions 2, 3, 4, 5, 6 and 7. And the Board of Directors has proposed resolutions, and we would say that the ordinary shares issuance price would be the fruit of evaluations done. And this piece has been approved by the Board of Directors on the base, in particular, of the work done by its financial advisers.

So to this end, we have not had access to the elements of calculation to set this price and the amounts justifying that provided by the regulatory tax and the capital increase has not been set in terms of the definitive amount. So to that extent, we cannot form an opinion on the waiver of the preferential rights. Concerning with the French Commercial Code, we'll prepare an additional report if necessary when these delegations are exercised by your Board of Directors.

The last 2 reports then present the same conclusions, and I bring them together, if you don't mind, concerning resolutions 11 and 12. And the conclusion from those 2 reports is that subject to a review later on of the conditions of issuance that will be decided upon, we have no observations to make concerning the determination of the issuance prices of the securities to be issued as suggested in the report by the Board of Directors. The definitive conditions in which these issuances will be made, are not yet known, so we cannot form an opinion on them. So concerning the waiver of the preferential subscription rights, we cannot form an opinion either. Thank you.

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

We have a question towards the front of the room, I think, first.

Well, it was important for me to come today to this meeting to understand all the brainstorming that's been going on. Originally, I was a shareholder because I thought it was a market need and the presentation made by Mr. Verstraete helped me to continue holding my share. They convinced me that it was worthwhile, I think, for me to do. Now I know there have been problems encountered by the company in the past. And obviously, bankers are not going to scuttle the ship. I'll try and follow suit.

But I find it hard to understand what you've just been explaining, I must say, because have a stock price that is at EUR 1.5. The lowest point was EUR 1. We're talking about EUR 2.75 subscription price, and we're talking about very low figures. And we're told that the stock price will be determined on the base of market practice. So I just can't fathom all this. I cannot come to terms with these explanations. Could you tell us the mechanics, please, that will prevail. It's not easy for you to give an answer here and now probably because a lot of externalities will come into play on all of that. But you might give us some kind of an explanation.

And apart from that, you talk about attrition of small merchants. You -- the small merchants need means of payment. And you've explained that during the past 2 years, you had a customer -- a client portfolio that had gone down, that declined. You've also said that you were leaders in France and in Italy. And I'd like to know what is the situation regarding your competitors because those clients have not been lost for everyone.

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

As for your first question, and thank you very much for your loyalty and your interest for our activities. There's no doubt about the fact that we have lost clients in the recent period. The situation is quite different from one country to another.

If you take France as an example, in France, Worldline operates 50% of the merchant volumes in France, especially for large merchants, all the major companies you know of in France, Carrefour, Auchan, Decathlon, Fnac, they go through the Worldline platforms. This activity has not suffered. We have not lost any significant clients. But where we have suffered is for the small merchants in geographies where we are present for those activities, typically, Germany, Switzerland, the Benelux, Sweden. And what happened recently is that Worldline had problems in terms of availability of new products, especially the new generation of payment terminals that use Android and modern interfaces. You must have followed this in our financial communication.

For several months, we were in a situation where we had no new products to offer to the merchants. And if you can't do that, you can't capture these clients. So we're trying to deal with all this quarter after quarter, country after country, we have set up this capacity to deliver terminals and reverse this attrition of our merchant portfolio. There's fierce competition, and it is very different from one segment to another. Typically, if you take small merchants, well, naturally, you have banks in some countries. In some countries, banks are our partners as in France, with the Credit Agricole, as in Germany, with the [ Ces De Bank ] in Germany. And sometimes they are our competitors.

And you also have new generation players like Adyen, that is Dutch; Stripe, that is American. And they come up with very modern disruptive solutions considering the way we would offer services to our merchants. And one of the things on which we're working in Worldline, and that's our portal to activate the merchants I was talking about earlier on, we want to offer small merchants the digital journeys as the new situation, the new market, the competition will offer them. The financial institutions, there are fewer competitors.

There are American competitors like [ FIS ]. There's an Italian competitor, Nexi, you probably have heard about them. Global Payments is another competitor, they are Americans. And our point is to reassure and convince banks that it's in their interest to entrust us with more services because we know how to innovate. We know how to provide good quality and regular services, and we avoid them from having to invest into new solutions.

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

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

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

Well, I wanted to talk about the operation. We do not know the price between EUR 2.75 and EUR 1.50, which is the current price. It does not help us -- had the small bearers to invest. All the shareholders who have less than 40 shares are going to be washed out. The price has gone down in the past 5 years. At the highest, it was at EUR 85. It went down to EUR 1.30. After restructuring, it went up to EUR 1.50. But can't you have internal growth to increase this price because it went down simply. So can't you increase it up to EUR 10 with all the good work you've done and all the good results?

So according to what I've heard during this presentation, in 2024, there were a series of technical incidents that impacted Worldline and that -- and then there were some dirty payments. There was some fraud. There were no controls. You said that you carried out an audit, you've restructured all this. Now the combining of shares is very hazardous. If your company is admitted to these ups and downs, if there's a down, you'll be affected once again. And the share price might go down again as fast as it might have gone up. And I'm not a merchant, and I know we'll learn through the stock exchange.

So I see your logo. I don't understand the logo. This identity, don't you think we should make sure that the company is well known and some of the shareholders organize days to get to know Worldline? Now Worldline, we hear about Worldline in the media. It's never good news. And I don't think we should combine the shares by 40.

Thank you. Pierre-Antoine. There are a lot of questions in your question. I think you have to understand the technical aspects of this transaction and the combining of the shares as part of that, the objective is a problem for the institutional investors.

So for the small bearers, it is a problem. Yes, as for the technical aspect, the combining of shares, it is neutral for the shareholders. And the point is that as you've seen, we're first going to have a share capital reduction will the nominal value after this meeting. And after the capital increase by combining the shares, we will have a security and the stock price will -- shouldn't be too low at EUR 1, for example, but there will be no impacts for the shareholders with this combining of shares. It will be a neutral operation.

And then there's no magic in a share price. There are 2 aspects in the share price, trust and the result. We were particularly attacked and exposed to speculation in 2025 because there was a loss of trust, the dirty payment matter you're alluding to, the questioning on our cash, the questioning on our ability to rebound. And this dimension, I think we've dealt with it during the past year. We've reset the stock price.

Now the other aspect so that we might have a better valuation more consistent with our company. This will be related to the results. In 2025, we will publish results in compliance with the expectations. We will confirm the guidance given to the market in 2025. 2026, we'll have to comply with the expectations and our cash generation because that is what is most important at the end. It has to be in compliance with our plan. So there's no magic to increase the share price, but we want to limit the ups and downs. We want to predict everything in what we are doing.

And now I would like to go back to 2 questions that were put on our website, on our platform. And I think that we can bring them together. Pierre-Antoine replied to this question partially, but we have to insist on this point.

The first question was there are several players that publish profitable results. You're saying that you'll be profitable from 2027 onwards only. Can you tell us why and why we should follow your trajectory? And why did you wait for the price to go from EUR 7 in March to EUR 1.50 today to launch this capital increase, which is strongly dilutive?

So as for the first point, 2025, the net income will be strongly negative, not because of the operating income, but because of the depreciation of goodwill, and we proceeded to that at the end of the first half, but our operational income -- operating income is positive. But our cash generation will probably be negative at the end of this year. Now why are we different from our main competitors? Because of our operating performance. The whole point is to regain growth, is to restore the operating margins by reestablishing our customer mix and cut our costs, and this will be the result of our transformation plan.

As for your second question, why having -- why did you wait for this drop in the share price? We didn't wait for anything. The managerial team was changed. Well, I arrived, I joined the group on the 1st of March. The managerial team was renewed, and it was -- it took full effect in the second half in the financial department, human resources, et cetera. So we needed time, which is quite legitimate, 1.5 months to prepare our plan. And based on this plan that we have taken into account by the Board, we think it can be reached. We wanted to strengthen our equity and the stock price went down in that interval.

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

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

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

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

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

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

So actually, there are 2 components. You have the reserve capital increase for a start and then the capital increase open to all the shareholders, maintaining preferential subscription rights. Those 3 core shareholders, as you say, well, first of all, subscribed to the reserved capital increase to the tune of that amount. And then in the context of the rights issue open to all the shareholders, they've already committed to buy into that, to take part in that to the tune of their stake in the company.

And additionally, EUR 30 million that they commit to invest additionally. So that's when we're talking about the capital increase that's open to all the shareholders that makes it possible to guarantee the proper execution of the transaction. It's a guarantee they're giving us.

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

Well, in the order of the different transactions, the reduction of the par value will probably take place sometime in January. Once again, it's a purely mechanical thing and it's inconsequential for the shareholders, then we'll have the closing of the accounts, the reporting of the earnings end of February.

If the right conditions prevail, we will then carry out the reserve capital increase with the 3 core shareholders that we mentioned. That would be early March. And then if the decision is taken by the Board on the basis of the resolution that's proposed to you today, the transaction to the rights issue, open to all the shareholders can be rolled out after that sometime in March once the reserved capital increase has been finalized.

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

Mr. Taffin?

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

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

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

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

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

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

So selling off EUR 500 million for -- EUR 500 million and EUR 50 million -- okay, the entity that net in that amount of EBITDA. Okay. Well, in terms of the reserve capital increase, I'm trying to understand why the 3 core shareholders mentioned would not -- I mean would not take part in the same way. So Bpi has increased the stake from 5% in the bid to 9.5%. Credit Agricole, 7% up to 9.5%, 35% of an increase only. And BNP is going from 4.9% to 7.9%. That's 61% of an increase. So they're not increasing their stakes in the same proportions. Now the amounts requested of Credit Agricole EUR 30 million, BNP EUR 32 million. I don't think banks would have problems in putting more money on the table.

Could you tell us why the proportions aren't the same? These core shareholders, if they're present in the room, might tell us why they haven't all increased their stake in the same way. I mean in the same way as Bpifrance. Is it a desire expressed by the Board that nobody should go further than Bpifrance that would become #1 shareholder, perhaps? Because they will go further than Credit Agricole, they'll be a bigger shareholder. What's the reason behind that? And then I have another question on the EUR 2.75 price.

Well, the threshold of 10% that you've identified, there's a reason that's quite technical for that. It's connected with the regulations on venture capital by banks, below 10%, the stake is deemed to be a financial investment and requires less venture capital from a bank than as compared to going beyond the 10% mark. Now the way in which all of this is booked and the computation of the venture capital is totally different, below and above 10%. So that's why the banks wish to remain below the 10% mark. That's the reason why.

Okay. Concerning the EUR 2.75 price in the report from the auditors that we got here verbally this morning, it said that the Board hasn't given in its report the items of computation taken on board to reach this price of EUR 2.75 in spite of what's provided for by the regulatory tax. Now it's a pity that you didn't give different modes of calculation that could have enabled us to understand how that amount of EUR 2.75 was arrived at because -- well, there's -- I mean the shareholders, I suppose, agreed to pay EUR 2.75.

But seen from the outside, we have no explanation about how that price was arrived at. I mean what's the potential in there? Because I assume if people agree to EUR 2.75, but the price isn't there yet, they assume there's some upside potential in the stock price. Why did the Board decide not to communicate this or could have communicated brackets, different modes of calculation, but it might be done in the conventional way, but nothing was communicated on that?

Well -- Mr. Taffin. As was indicated, it's the outcome of talks that took place integrating a premium of 10% compared with the volume-weighted stock price in the previous 30 days. And that's what prevailed in those talks. That's what led to the price of EUR 2.75.

Okay. The last question then, I'm sorry, a bit lengthy, but it may be of interest to other people, too. Could you give us the list of your biggest shareholders, please? With the 3 core shareholders, all right. But the 5 largest, 10 largest shareholders and then the percentage of people shorting the stock at the moment and what you think of that?

Okay. Says the Chairman. Regarding the percentage of shorting, okay. We went up to 30%, 35%. I think on some days, it was even peaks of 40%. Now it's come back to -- in the last few weeks to -- the most recent figure we have is a percentage of shorting at 25%. Now regarding our main shareholders, we have the list. Mr. Taffin?

Well, I haven't got all the details, but approximately, the main shareholder is SIX Group with a bit more than 10%, Fidelity with a bit more than 9%; then Bpi, Credit Agricole with about 7% Causeway, Bpi with about 5%; and BNP, roughly in the region of the same figure.

That's the end of my questions. I just wanted to say it's the first time I've come along to this meeting. I'm still learning about a lot of these things. But you -- in spite of the explanations you gave us, you don't seem to have a ready-made solution for small merchants. It looks like you have nothing at all to offer them right now by this end of it. It's a pity.

Well, thank you for your questions. There's a gentleman towards the front who's raised his hand, who will be given the microphone in just a minute. We can't really see you. Sorry, sir, with the spotlight.

Yes, [ Mr. Wyatt ] is my name. I have a problem and 3 questions. The first thing is I'm a physical person, not a legal entity. I've asked for an admission card to the general meeting as a physical person, but I also have a company, thanks to which I voted by correspondence. And when I came to the meeting, my voting rights as a physical person were brought down to 0 because I was told I just had the user fraud, which is not correct. I have full ownership. Anyway, they corrected that.

However, I asked as I voted by correspondents on Tuesday against the resolutions, 15,900 stocks I hold, I asked about was there the same concern for those securities. And I have a certificate saying that my votes were taken on board for 15,900 securities on Tuesday, last when I voted by correspondence. And my position was just 300 securities.

So I now have 16,300 if I add them up. So my votes against the capital increases were not taken on board, were not taken into consideration. So how reliable is the system? How confident can we be in the outcome of the shareholders' meeting? Because if I hadn't come this morning personally as a physical person, I think my votes by correspondence, I would have thought they went through properly, whereas they did not. So that's one issue I have. Then I've got 3 questions.

So as for this announcement on the capital increase, I have deducted that it's a capital increase, and I deduct that 1 month before the 6th of November, just by looking at the stock price and the shorts that started shorting the stock. So EUR 2.75, that was 1 month before the announce in the capital -- about the capital increase. And some people on the market already had this information before the 6th of November before private people had this information. So I'd like to have the vision of the Board on this.

And then I have another question, one financial one and one technical one. The financial one is on the free cash flow. You're announcing a return to a positive free cash flow in 2027. So that means that in '25 and '26, the free cash flow will be negative. And I would like you to separate 3 elements of this free cash flow. The free cash flow of the operational activities that we could call normal activities, all the exceptional aspects, the redundancy plans, or do you have other restructuring costs outside of this industrial plan? And the third element, you announced some disposals. What is the impact of these disposals on the free cash flow? How is it taken into account? And what will be the result in terms of our debt?

And the last question is a question on the payment terminals. You're saying that you've had a number of problems with your payment terminals. I am a recent shareholder. So I haven't followed all the operations with Ingenico. And so there was the buyback of the Ingenico payment terminals. It had been sold off to an investment fund. So what is left at Worldline and what has been disposed of? That's what I'd like to understand.

We are checking about your first question on voting rights. So we will go back on this in just a few moments. Pierre-Antoine, as for the other questions, the operational parts.

So as for the payment terminals, you're right. Historically, Worldline had its own payment terminal activity, then it acquired Ingenico with the payment portfolio of Ingenico. And this activity was disposed to Apollo 3 years ago, I think. And so today, we don't have any payment terminal activity anymore. What remains is the supply of terminal payment to merchants to allow them to accept the transaction. So we accept this. This is done by Ingenico, and we have a layer of software for terminals.

And the difficulty that Worldline has is that Ingenico itself was in trouble, operationally speaking. So we combined -- we asked Ingenico to provide the right software, and we also use our software on Ingenico software to answer your question very directly. As for free cash flow, I will give the floor to Srikanth to give you the details. The disposals are not in the free cash flow. It's in debt reduction at a level under the free cash flow. And the free cash flow in 2025 is significantly impacted by the restructuring costs of the Power24 plan. Can you give us the details.

So we have EUR 240 million in 2025, and we still have the last expenses of Power24 in 2026. And then it will be finished for Power24. I would say that we have the cash coming from normal operations and the one-offs. And I would say it is 50% half-half from '26 to '27.

So half of the free cash flow, which is positive, is related to the operational activities and the other half to the restructuring costs.

So it is negative by how much?

By EUR 50 million, I would say, because you might have seen the organic impact and for remediation between 2025 and 2026, we have still made investments. And the costs for restructuring and integration in 2027, we will normalize this with EUR 100 million per year. So EUR 240 million in '24, EUR 170 million, EUR 180 million in '26 and [ EUR 100 million ] and EUR 120 million in '27.

As for the first technical point, we've just checked, it's a mistake made by your financial establishment in the registration and G2S has done the necessary so that this might be corrected and so the securities and the votes might be taken into account normally.

I'm sorry, but the person is speaking without a microphone, and the interpreters cannot hear him.

My problem remains because in vote access, I had a vote certificate that had been taken into account with my votes, but I had to attend the meeting to realize that the votes had not been taken into account. And I believe that there is a major issue. How many shareholders who just ask me, received a voting certificate and actually, their votes will not be taken into account. When we know the number of shorts, we might understand that my securities have been recuperated by the banks to pass these resolutions, which I believe is unacceptable.

No, that is not correct. There is a person who certifies all the votes. So all this is followed. And the mistake made by the financial establishment is not -- it does not correspond with the vote was carried out. The way in which financial establishment has dealt with the authorities, all that has been corrected.

Let's have 2 more questions that were put on the platform. The first one, what are the issues regarding the streamlining of the platform? And is there a risk in the execution? And the issues at stake, we talked about this during our presentation today. What is at stake is to have a company that is more efficient. We talk about streamlining that is cutting our costs so that this platform might be able to run so that we can have a more rigorous, more transparent management. Is there an execution risk?

Yes, just as in any streamlining of any platform just as when we have an introduction of a new platform, there's always a risk in the execution, but we are absolutely confident that with the renewal of the team that is in charge of this project that these risks in terms of the execution will be taken into account and all the measures have been taken so that this might be successful.

Now the second question, when will you be able to announce the underwriting consortium with the banks for the capital increase?

Well, that will be done sometime before the capital increase as such. And today, already we are discussing with banking consortium and the underwriting as such is carried out just before launching the operation. So officially, this announcement will be made at the end of February or beginning March just before the operation.

And most probably, we are working on this. Now very quickly, we will announce a first level of commitment of bank syndicate to comfort all the investors on the confidence of the banks in this investment.

And one last question for the gentleman here.

I have a question on taxes. There's a law -- a recent law. I don't know if other shareholders were in my situation. There's a law that goes back to 2012. And when there is -- there was the exchange with Ingenico in 2020, the -- we received a suit -- when the suit goes above 10% of the value -- the nominal value of the operation, the taxes took as a tax in addition to all the social payments on the underlying capital gain because I was at Ingenico and then I became Worldline, but I kept my portfolio shares.

But during this exchange, there was a suit. This suit went above the 10%. So the taxes asked me to pay. And I was upset about this, and I told the tax office that they are not allowed to do that. We have to pay a tax when we have capital gain when we sell. But here, I'm not selling. I'm keeping them in my portfolio. So it is an underlying capital gain. This goes back to 2012. You see it is quite recent. It was under Hollande's government in 2012. So I wanted to look at a paper and everything is written black and white.

But I would like you to explain if the stock price goes down, I would have had to pay a tax, and I'm going to lose everything, but you won't lose anything. You're taking the taxes in advance. And that is exactly what happened. 5 years later, I lost everything. I lost my entire investment and so my capital gain on which I had to pay taxes and social payments. And since it is a law that goes back to 2012. I do not know if there are other shareholders who are in the same situation as me?

And from the legal point of view, since this is quite new, I would like to know if I can do something about this with the tax office because I think it is a scandal in this law. They asked me to pay taxes for shares in my portfolio. And today, I have nothing, but they've taken everything in advance, and I have nothing left. So I would like to know if I can have recourse with the tax office because I don't think I'm the only shareholder in this situation.

Well, I'm very sorry about this. But unfortunately, we are not responsible for all the tax policies in France. I think it would be different today if this was possible, but I'm afraid that in your case, I don't know about all the details, but what the tax has taken, they've taken it. And if you wish, we can look at all this in further details with you outside of this meeting. But I'm afraid that you won't be able to have any recourse on this. But I would be delighted to give you some further explanations after the meeting or at another time.

Thank you very much. I suggest we go on to the vote of the resolutions.

So before going on to the votes, I would like to announce the definitive quorum, 155,719,042 shares which are present or represented, that is 60 -- sorry, 55.65% (sic) [ 55.63% ] of the shares in their share capital having their right to vote. Explanations on the practical conditions on the electronic voting system and the functioning of the tablet. This was communicated to you when you entered this room. So now I suggest we vote on the resolutions, and we will show you a quick video to recall the way to vote.

[Presentation]

So to organize the poll for the resolution, please stay in the room until the end of the call. So let's move on to resolution #1, concerning the share capital reduction resulting from losses by reducing the nominal value of shares and delegation of parts to the Board of Directors to carry out the share capital reduction. Please vote now.

[Voting]

The poll is now over. This resolution is approved, 99.11% in favor.

Resolution #2, delegation of authority to the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of Bpifrance Participations for a total nominal amount of EUR 334,494.54. Please vote now on resolution #2.

[Voting]

This poll is now over. This resolution is approved, 98.6% in favor. Thank you.

Resolution #3, waiver of shareholders' preferential subscription rights in favor of Bpifrance Participations. Please vote now on resolution #3.

[Voting]

The poll is now over. This resolution is carried, 98.93% in favor. Thank you.

Resolution #4, the delegation of authority to the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of Credit Agricole S.A. for a total nominal amount of EUR 218,450.90. We open the poll on resolution #4.

[Voting]

This poll is now closed. And the result is on the screen. This resolution is carried. 98.65% of votes in favor. Thank you.

Resolution #5 is next, waiver of shareholders' preferential subscription rights in favor of Credit Agricole S.A. Please vote now.

[Voting]

The voting process has been completed and the results are on the screen. This motion is carried. 98.99% of votes in favor. Thank you.

Resolution #6, the delegation of authority to the Board of Directors to issue ordinary shares in the company without preferential subscription rights for existing shareholders for the benefit of BNP Paribas for a total nominal amount of EUR 232,800. Please vote now.

[Voting]

And the poll is now closed. This motion is carried. 98.64% of votes in favor.

Resolution #7, the waiver of shareholders' preferential subscription rights in favor of BNP Paribas. We open the poll on resolution #7.

[Voting]

And the poll is now closed. This resolution is carried, 98.97% of votes in favor.

Next is the eighth resolution, delegation of competence to the Board of Directors to increase the share capital while maintaining preferential subscription rights for shareholders by issuing ordinary shares of the company. Please vote now on resolution #8.

[Voting]

The poll is now closed. This motion is carried. 96.23% of votes in favor.

Next is resolution #9, restating of the overall nominal cap on capital increases and the overall nominal cap for issuances of debt securities or equivalent instruments giving access to the company's share capital provided for in Paragraph 2 of the 20th resolution of the General Meeting held on June 5, 2025. Please vote now on resolution #9.

[Voting]

The poll is now closed. This motion is carried. 98.85% of votes in favor. Thank you.

Next is resolution #10, reverse share split of the company's shares by allocation of 1 new share with a par value of EUR 0.80 for 40 existing shares with a par value of EUR 0.02 each, delegation of authority to the Board of Directors for the purpose of implementing the reverse share split. Please vote now on resolution #10.

[Voting]

The poll is now closed. This resolution is adopted. 99.04% of votes in favor. Thank you.

Next is resolution #11, delegation of competence to the Board of Directors to increase the share capital of the company without preferential subscription rights for shareholders for the benefit of employees and/or corporate officers of the company and/or its affiliated companies as members of a company or group savings plan. Please vote now on resolution #11.

[Voting]

The poll is now closed. This resolution is carried. 98.92% of votes in favor.

Next resolution is #12, delegation of competence to the Board of Directors to increase the company's share capital without preferential subscription rights for shareholders, for the benefit of people with certain characteristics in the context of an employee shareholding operation. Please vote on resolution #12.

[Voting]

The poll is now closed. This resolution is approved. 98.91% of votes in favor.

And finally, the 13th resolution, powers for legal formalities for filing publications and so on connected with the general meeting. Please vote now.

[Voting]

The poll is now closed. This resolution is carried. 99.20% of votes in favor.

Ladies and gentlemen, thank you for attending today. I'd like to recall that the voting tablets have to be handed back to the hostesses, please, as you leave the room. And I'll give the floor back to the Chairman to close this meeting.

Ladies and gentlemen, dear shareholders, I'd like to thank you for attending today. I'd like to thank our scrutineers and our statutory auditors for attending as well today. For us, it was important, and it was a pleasure to meet with you here today to debate with you. It's an important meeting in the life of our company. All of the resolutions have been put to the vote, and we've exhausted our agenda.

So we shall now adjourn our general meeting. Thank you and see you again the next time.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good morning, everyone. I'm David Daly, part of Worldline's strategy team, and I am really delighted to welcome you here to our Capital Markets Day, both those of you who are here in person and of course, also those of you joining online as well. We really appreciate that you're taking time out of your schedules to learn more about Worldline, where we are today, the actions we're taking and also where we're headed.

I do just want to remind you that all the materials for this morning's session are available on our website. And of course, we also have the usual disclaimer, here it is, that we will be making forward-looking statements. So of course, there's naturally some level of uncertainty and risk associated with them. In a few moments, I'll walk you through the agenda for the day. But before that, to make some opening remarks, I would like to welcome on to the stage our Chairman, Mr. Wilfried Verstraete.

So welcome, everybody. I'm more than delighted to see so many people in the room this morning for our Capital Markets Day. So on behalf of the Board and the whole team that is presenting today, I am more than delighted to see that there is so much interest in our company. We will today present a number of new things that you might not have seen or heard before. But I will not disclose them at this point. I'll leave that to the team as I would say, the big piece of the meal for today. So Pierre-Antoine and his team will present today our North Star 2030 in detail.

And what I want to insist on is that this plan is designed to make our company the European payments partner of choice for merchants and financial institutions. But more importantly, I would like to convey three messages from the boardroom. The first one is that since the arrival of Pierre-Antoine as our new CEO, the team has done an outstanding job in navigating numerous obstacles and unforeseen events. The group transformation Pierre-Antoine initiated is on track and has successfully delivered several non-core asset disposals. The target is to become an integrated, disciplined, focused and streamlined group, ready for the next stage of its successful transformation.

My second message is that the Board fully and unanimously endorses the strategic road map that will presented -- that will be presented to you today. The Board believes and is fully convinced that it will create significant value for our customers, our employees and, of course, our valued shareholders. We are confident that we have assembled the best possible team to raise our ambition and establish ourselves as a true leader in European payment services.

And my last comment relates to the EUR 500 million capital increase that is envisaged during the first quarter of next year. It will be through a 2-leg structure. The first one of circa EUR 100 million capital increase is reserved for a group of core institutions most of which are already shareholders today. The price for that has been fixed at EUR 2.75 per share. And then the second capital increase of circa EUR 400 million open to all our shareholders through preferential subscription rights.

We strongly believe that the proposed transaction is essential to deliver the accelerated transformation of our group. It will anchor a stable base of European financial institutions as our core shareholders. And of course, it will strengthen as well our overall financial structure. These were the three messages I wanted to convey from the boardroom. And so without any further delay, let's go to the core of our day today. Thank you.

So as you can see, we have an absolutely packed agenda. So we will start with our CEO setting out to you our current position, the actions that are already in motion, his vision for the future of Worldline and also his commitment to our transformation plan. Then our CTOO, is going to take you through the details of that plan. We have a short break after that, and we have a number of product demonstrations set up for you in the foyer, so please take some time to look at those during the break.

After the break, we will come back and we will go through our go-to-market, financial institutions, small and medium businesses, enterprise and Global Commerce. Then our CFO will take you through our financial strategy. After that, we will have covered a lot of ground, and so we'll open up for around 30 minutes of Q&A where you will have a chance to ask any questions that you may have. And for those of you who are here in-person, we will have a light lunch afterwards. All the presenters will be there, too, so you'll have a chance to discuss and interact with them directly.

So now to kick things off, without further ado, I would like to welcome to the stage our CEO, Pierre-Antoine Vacheron.

Good morning to all of you. Thanks a lot for being here. It's good to see familiar faces of this -- of those who are the experts in following the payments industry and as well some of our advisers, Board members who are here. It's the opportunity, obviously, to thank with Wilfried and the Board for the continuous support over the last months, which has been a bit bumpy. But the quality of interactions we have with the Board, the quality of dialogue that we have within the Board has been instrumental to deliver the plan -- to design the plan that we are showing today.

So 7 months in this company. And I must say I'm even more passionate, excited and confident in the future of this company. And there are many reasons for that. Just a few of them. The first one, obviously, is that in a few months, we have demonstrated that Worldline could be in motion. All what we have delivered over the last quarters is really impressive. Last night, we signed the third transaction, the third disposal in 4 months. It's not a big asset. It's a business we had in Luxembourg, which is delivering transaction monitoring for stock exchange. It's in Europe, but it's not payments. So we decided to let it go.

Last night also, we finalized the documentation for the final signing for the disposal of MeTS, transaction that we announced in July, we signed today, this morning, and we will close in second half of H1 2026 as planned. All this demonstrates like the transaction of North America that we announced last week that we are super disciplined in this execution of rescoping the company to what we want to do, which is payments and payments in Europe. And this is just a few examples of what we've been delivering over the last months.

The second reason, obviously, for this confidence -- this level of confidence is the support that we have on our plan from the Board and this decision to call for a capital increase of EUR 500 million. It gives us as management, it gives you as investors, would you be equity investors or debt investors, peace of mind for us to enter into this transformation journey. And that was extremely important for me as CEO to make sure that everybody had this peace of mind and that you just had to trust in the transformation ahead.

The third reason why I'm so confident in the future is the speed with which I've been able to build this new executive team all align on the same vision for the company that this company should be the leader in payments in Europe because it has the assets for that. All aligned on the fact that to make this happen, we had to conduct a deep transformation of our operating model to move a step further after all the acquisitions that have been done over the last 10 years. And this team brings a high level of experience, obviously. They are all seasoned. They are all here. You will be able to interact with them.

And it is a team which is diverse in terms of culture, in terms of gender, in terms of skills. And obviously, what you need the most when you are entering into such a transformation is diversity in your executive team, and this is what we have. So for you to keep that in mind as we are entering into these presentations that we'll go through this morning. Our target assets are in place. A lot has been said about the technology of Worldline. What you realize when you enter the company, when you've been there for a few months is that the infrastructure has been reinvested. The issue we have is an issue of convergence on the target infrastructures, but the target is there, and I will detail that.

The second element, the second message is that we have a plan, and this plan is already underway. We are building on what has been done successfully in Thailand by the teams over the last quarters. Third element, the momentum is clearly building. It's building within the teams, it's building with our customers. It is building with our partners, and that's extremely helpful. These assets that we have, they will help us to consolidate what we are. And what we are is a leading pan-European acquirer and a leading operator of critical infrastructure.

We'll just give you 2 examples that you don't know probably. If I take Austria and the Netherlands, in those geographies, obviously, we are like in many other geographies from Finland to Germany, Switzerland, Sweden, we are processor of card payments for banks, okay? Sometimes also instant payments, sometimes also requiring payments, but we do that in many geographies. But what we do in those 2 countries is that we are also operating the CSM. The CSM is the platform that does the compensation between all the banks when it comes to payments. It is completely systemic.

If you take another example, which is the French market, on the French market, more than 50% of the transaction in commerce are going through our acceptance gateways, meaning that if we fail, the commerce falls in France. To give you an idea of the size of the scale of Worldline, look at the number of transactions that we process, 47 billion transactions a year. It's close to 1 billion transactions a week, and you can compute what it means in second. If you take the volumes that we acquire from the merchants as a financial institution, EUR 480 billion in 2025. This is something like the GDP of Sweden, the GDP of Singapore. It's meaningful.

To look at the financial figures, we took the option for a second to present you the figures of our scope after the disposal of the three entities that we already announced. That makes on a pro forma basis and on the basis of the latest guidance that we have confirmed last week, EUR 4 billion of revenue. So it would be easy to see if we are in the guidance or not and between EUR 720 million and EUR 745 million of EBITDA, adjusted EBITDA. And all this with 16,000 employees, okay? The EUR 4 billion of revenue, it's super simple, 20% financial institution, 80% merchant services.

And if you think about net-net revenue, meaning excluding the scheme fees and the interchange fees, it's more 30-70, but let's stick to the 20%, 80. Within the 80, we have half of our revenue, which is done with SMBs. So the SMB business is extremely important for the company, which is good news. And 1/3 is done with big merchants, large merchants, would it be Global Commerce. So the global e-com players or what we call regional commerce, which is more the brands that we have, the retail brands that we have like the Auchan, IKEA, the Sainsbury of this world. All our strategy is based on a modern target infrastructure. Target because I'm speaking about the infrastructure on which we are converging. A lot of investment has been done by Worldline over the recent years. And these investments has been done on the target platforms.

Our issuing platform has been significantly refactored over the recent years. It's fully API-based. It's real time. It's working in the cloud. It is the same with our instant payment platform in Europe, okay? And when you take our acceptance gateways, you take the e-commerce acceptance for SMB and regional commerce, which was Ogone in the past, it has been totally refactored. And this is the one on which typically the Credit Agricole is now migrating its merchants. This platform is state-of-the-art in terms of acceptance for e-commerce, and it's the same with our main acceptance solution for retail, which is the Axis platform.

We have now the refactored solution on which we are starting to migrate our merchants, and it is state-of-the-art in terms of architecture. Global Collect for Global Commerce has also been significantly refactored. We have very advanced API to ease the integration by the merchants. The back office is also refactored. We are finishing that in the first quarter of this year. And this platform is also state-of-the-art when you talk to the airlines, to the hotel chains with whom we are working. Regarding the acquiring, we have one main target platform, which is the one inherited from SIX.

This platform is extremely advanced. We already process half of our transactions on this platform. And obviously, we are -- we have to converge the remaining, which is not on that platform. But this platform is able to process, obviously, and this processing international, Visa and Mastercard. It is processing local debit team. We are already on card banker that will be operated out of [indiscernible]. And it is also processing bank wallets like Wero. So Wero is available for the merchants from this target-acquiring platform.

This target platform has the value of being able to authorise for different financial institutions on a segregated manner, but with the same functionalities. So typically, we have started this year to operate with a U.K. license, which is now out of Europe with the same technology on a segregated infrastructure, but with the same functionality. And those functionalities are super advanced. Obviously, it's multicurrency, but it is also able to serve the most demanding verticals that we have and that we serve coming from airlines to gaming companies to retail, in-store and online.

So the very key message that I want to convey here is that the platform on which we are converging are state-of-the-art. This is not where is the issue of Worldline. The same on the hosting. The hosting setup that we have is extremely complete. Obviously, we still have the traditional way of data centers for some platforms, and we are streamlining that. Candice will share more on that a bit later on. We are operating certain platforms on public cloud like Google and Amazon because there is no sovereignty issue and there is access to additional tools on those platforms on those clouds that we don't have on other operations.

And we also have our own sovereign private cloud, which has been built over the last 5 years by Worldline and which is a unique asset to serve the financial institutions in those times of sovereignty concerns. Third element that we have is a very diverse and expert talent pool. Some would say that we have too many, but at least we have those skills. And those skills are not only in Western Europe, they are also in our global competence centers that we have in India, in Poland, in Romania and where step by step, we are ramping up, and that will be those global competence centers, one of the key elements of our transformation journey. And we will come back to that, obviously.

The last point is that this talent pool has proven their ability to embrace the Gen AI revolution. And we have a significant number of use cases, which are at scale already in the company. We are a bit silent on that. But would it be for, let's say, optimizing conversion on e-commerce with smart routing that we have already shared to the community. Would it be agentic deployment for our back-office activities for our operations. We have already scaled in deployment of Gen AI within this company. And obviously, that's also something that will be super important in the coming years.

And that's one of the topics on which we are investing in this Gen AI in our innovations, which are underway. I will come back to that, but we will be probably in the course of the first half of '25, one of the first players in Europe to deploy agentic commerce with real merchants. We have gone through a milestone that has been extremely important in terms of MVP together with Google. And we are now working to identify the right merchants, the right vertical on which we will have our first use cases. There are many examples, and we will come back to that along the day on our innovations.

But the key message on innovation is that the way we do innovation at Worldline and the way we will do it in the coming quarters, considering our financial constraints is our ability to partner. And that's something that has been in the DNA of Worldline, and that's something that we are pushing. And the good news is that many of the large players or the -- even the start-up of this world are happy to work with us and to use our go-to-market to enable and to deploy their own innovations. That's the case again on agentic commerce.

And you've seen, for instance, the partnership that we have announced to enable our merchants to do settlements in stable coins. We don't do that ourselves. We just piggyback on a partner that is bringing the technology to us. Another element which is important and which is distinctive at Worldline and which is, again, an asset when we talk to enterprise merchants when we talk to financial institutions is that the CSR is embedded in our model. It is embedded in the bonus plans of our team members.

It is 10 year of commitments, of experimentations, of deployment, of initiatives to improve our footprint and to give insight to our customers about their own footprint when they are using our payment solutions. And that's something that we will keep on going, keep on investing in the years to come. Another element which is specific to Worldline. It is our unique footprint in Europe, again. When you look at the number of merchants that we have, 1 to 2 million merchants, when you look at the number of bank branches that we use to distribute our products, 23,000 as in a very diverse number of geographies, and thanks to the very strong partnership that have been built over the years.

When you look at the number of ISVs with whom we are working, and just to give you an insight, I mean, ISVs, it's already 30% of the distribution of our solutions in SMB, okay? So banks are 20% and ISV 30% -- it is the other way around, okay, so it's 20% ISVs and 30% banks. But it's much more than people would think. And obviously, the last element, which is significant is the number of banks with whom we are working. To give you an idea, the number of cards that we are processing is 20% of the estate of payment cards in Europe, 20%.

So that gives you an insight on top of the number of banks of the footprint that we have in the financial sector in Europe. Europe is our market, and more and more, we will focus on Europe for the time being. And the segments on which we are focusing within the European market is a segment which is not growing that fast, 4% to 5%. But at the end of the day, it's quite consistent with the most recent releases of our competitors. The market is slowing down because the shift from cash to card, from cash to digital payments is progressively getting mature.

But the markets on which we are investing, those are segments where -- which are in motion, which are themselves in transformations for whom there is a need to differentiate. There is a need to -- for digital journey, there is a need for innovation and there is a need for support. If I take the -- our 4 segments, SMBs, there is this expansion of the digital economy, obviously, which is boosting the market. Many macro merchants are coming on the market, and there is also this need for a digital journey.

Enterprise, the need clearly is to expand in omnichannel journeys and also to help them cope with the fragmentation of payments in Europe, which is ever increasing with the number of wallets and with the willingness of the large merchants not to be too dependent on the international schemes because of the cost. Global Commerce, there is obviously an underlying trend of growth in digital and in travel that we are leveraging on. I already mentioned agentic commerce. And there is a need always to get more value in terms of performance, in terms of success rate as a transaction, and this is a differentiator that feeds the growth.

Financial institutions is a different story. Payments are strategic for banks and for financial institutions, and they remain strategic. There is a push towards sovereignty, which is helping us because we are European in Europe. We are not American. And payments are increasingly complex. And for the banks, it's an increasing challenge to be able to cope with the new technologies, tokenization and so on and so forth, the evolution of the fraud schemes, how can I cope with that, the convergence of fraud mechanism between real-time payments, instant payments and card payments.

And so there is a need for support. I mean, all the customers have been meeting since I joined. They claim -- I mean, they ask for support from us. And the last piece is that they want diversified business model. Sometimes they want full BPO. Okay, I give you everything and be sure and sometimes I'm not even sure and do all the job for me, including the back office. And sometimes, they just want a Software as a Service because they consider that they are missing a break, fraud for instance, and they want to be able to add this service to their suite, and that's good enough for them.

And that's something that is also feeding the growth because it is upsell that we can do with our bank customers. I will not come back too much on 2025. As you can see on top of what I said, there are two elements that I would mention. First, we have fixed the Android terminal issue. So on each of our markets, each of our segments, our products are available. So it takes time -- it took time, but it is done. The same, we are -- we have made significant progress in the decommissioning of platforms which are not target.

In the course of 2025, we will have decommissioned 5 platforms, not always the biggest, not the biggest by definition, but at least that gives us data points on how to make things happen, how to manage customers so that we don't lose them when we make them converge on our target platform. But we have challenges. I was told not to be too heavy on the challenges. We have 2 types of challenges, some commercial challenges, which have had impacted us in 2025. Obviously, the decision that has been taken in '23 to clean up the portfolio is forever. I mean those merchants will not come back. And remember that it is EUR 120 million, EUR 130 million that have been -- that have disappeared from our revenue, and that is good.

The second element is that we are -- we have been in a dip in financial institutions because of lack of focus. It's not the technology, the issue. It's not an issue of reinsourcing from banks that you sometimes hear, which is absurd. It's really an issue of the focus from management that has been as many players focusing too much only on merchant services. And we have lost customers because of quality of service, because of lack of attention in '22, '23. This is impacting us in '24, '25, again a bit in '26. And in the meantime, we have not won significant new customers to offset that.

And that's the mission, obviously, that we have with Madalena, which is to come clear again on financial institutions. It will take some time because the sales cycle and the project cycle of banks is a bit longer than an SMB, obviously. It will take some time, but we are absolutely convinced that starting '27, we will grow again in financial services. And beyond that, we have some internal challenges. The good news is that it's exactly the same as those that I had identified when I joined. We still have to converge platforms to be able to streamline our investments to be more robust and to have an improved asset turn and so more free cash flow generation.

We still have a very fragmented operating model coming from the history of acquisitions and acquisitions of acquisitions. And we need to overcome that if we want to overcome the last challenge, which is automation of our processes. And it's clear that as long as you are not integrated, automating is much longer -- takes much longer and you are less robust in your operations. And so to fix that once and for all, we have designed this plan that we call North Star 2030 to be back to growth alongside with sustainable free cash flow generation.

And why North Star 2030? Because we have defined our North Star, the one that will animate us and the one that will keep us happy and positive when we have challenges. And this North Star is to be the European payments partner of choice for merchants and financial institutions. Each word matters here. We speak only about payments. We are a payments company, what is not payments is out. We are European because we have the footprint. We can differentiate because we master the complexity of payments in Europe, and we are sovereign in our technology.

Partner of choice because we have the ambition to be outstanding in terms of customer excellence. We have the ambition to be the third leader in payments. And we have the ambition to offer a breadth of skills that help the financial institutions and the merchants to meet any payments challenge. And the last piece, merchants and financial institutions. We do consider in this management team that there is a significant synergy between merchants and financial institutions because the models have evolved towards the same direction in terms of growth, because there is convergence of wealth and convergence of technology between merchants and financial institutions.

And because the market now is much more mature and the banks accept that an acquirer can compete on some fronts, but provide the right solutions to the banks and to the financial institutions with the proper Chinese wallet. To make that happen, to reach that ambition, we have defined that we needed to be innovative, and we are working on that, to be multi-local and to cover the value chain end-to-end and thus the synergy between financial services and merchant services because the technology that we use on both sides are complementary to each other increasingly because of the evolution of the ecosystem.

But we need to be more integrated and to have a much more efficient operating model and our cash flow generation is a good illustration of that today. And to be integrated, we consider that we can leverage on our global competence centers to have center of excellence, which are beyond the boundaries of each of our local entities and combining local presence and center of expertise and center of excellence in our global competence centers will make us able to have this integrated operating model. The last element is to be scaled, to be robust and to be sovereign.

And all this will be coming from the convergence of our platforms that will give us scale and asset turn and the robustness will come from automation of our operations. And the sovereignty obviously, is embedded in the fact that we own our technologies for most of them. So this plan North Star on which we are committing today is based on 4 basic drivers of transformation. Candice will enter into the details. But just for you to memorize, is based on simplify our model, which is coming from the disposals that we are doing and also from the streamlining of our organization that we already announced with Merchant Services being directly managed by EXCO.

It comes from convergence of our platforms. The idea that at the end of the journey, we will just have two acquiring platform, very specialized on specific verticals and our main platform and that will be the same in terms of ambition for financial services, integrate our operations, as I already said. And the last piece, obviously, is growth, growth that will come from the outcome of the 3 other drivers because of the quality of service, because of the innovation capacity of the company and the efficiency of our processes.

But that will come also through more strict management of the sales efficiency that we have, and we have identified that there was a potential of productivity improvement. And the last piece, which is important, which has started already this year and which is picking up in this Q4, and we start to see the numbers, the good numbers, revenue management, which was probably something on which we had to invest.

What is interesting in this plan it is that it is a progressive plan. It is a stage plan. It is a plan that works in line with what an organization can absorb in terms of project, what an organization can absorb in terms of delivery and what customers can accept in terms of timing to migrate to a target platform. And the beauty of this approach of a stage plan is that, obviously, it is more progressive. It is less risky. It helps to generate the savings and the contribution to EBITDA along with the investment and the plan will be cash positive as of 2027 meaning that the improvement of the EBITDA coming from the plan will more than offset the restructuring and the CapEx of the set plan the same year.

And that's extremely powerful. And the other value of such an approach for such a transformation that has to take time is that obviously, it's less costly in terms of restructuring because it is much more progressive. It helps us to anticipate the evolution of the workforce. So why will we succeed? First, because this is phased transformation and the second point is that it is based on the focus perimeter. So our life is much easier, much simpler when you do not have any more operations in the U.S. You don't have to take the plane to see how things are going there.

You can focus on what's happening in Europe. Most of the actions are based on initiatives where we already have proven execution. I mentioned the platform convergence. We have a real track record. I can mention the global competence centers already -- we already have scaled in those global competence centers. We know how to hire people. We know how to make them work well with our Western European guys. They are well integrated, and this is reducing the risk of execution. And the last piece, obviously, is the committed management team, not only the EXCO that you have here, but all those who have been involved in the design of the plan.

So 2030, the ambition is super clear. I don't have to repeat it. Four transformation drivers. We already are in motion and 2025 will demonstrate that. And this plan will deliver in 2030 on a recurring basis, more than EUR 200 million of EBITDA. And when you look at our targets, they are quite reasonable at the end of the day. What we say, 4% CAGR as of 2030 towards 2030 with an exit at 5% meaning that our ambition is to grow like the market on some segments a bit faster, but average, the ambition is to grow like the market, not more than that. EUR 1 billion of EBITDA and a much stronger EBITDA to free cash flow conversion since the ambition is to reach between EUR 300 million and EUR 350 million of free cash flow in 2030.

And Srikanth obviously will give you more detail. And regarding the improvement of EBITDA, EUR 210 million is coming from North Star and EUR 150 million is coming from the organic growth. North Star will be presented now by Candice, and we'll come back with the go-to-market after the break to explain you how we will have that growth that will generate this EUR 150 million of additional EBITDA.

Thanks a lot, and I'm super happy to call Candice Dillon, our CTOO, who joined in July this year and who's done already a tremendous job. Thank you.

Thank you. Hi. Good morning, everyone. Welcome. It's great to see you all today. I'm Candice Dillon. I'm our Chief Technology and Operations Officer. And I've spent my career doing exactly this, right, building technology solutions for banks, for payment companies, for insurance companies and for telecommunications. Along this journey, I've led teams that have modernized platforms. I've done some complex conversions, rebaselined infrastructure onto cloud, moved applications to be cloud and to be modern as well as adopted operating models to be driven by agile.

I'm extremely excited to be here. I joined in July and what I've seen so far has invigorated and excited me. If I look around at our technology platforms, our targets are robust. They're strong. They're both on modern infrastructure and on modern architecture standards. In addition to that and probably even more importantly, we have fantastic tech talent across the company as well as very, very deep payment skills. And that's unusual and unique in any industry when you can sit down with the technologist and you can talk to them not only about their technology specialty, but you can talk to them about the industry and the customers that they serve. That really is unique and that is Worldline.

I'm fully committed to our transformation journey, our North Star 2030 vision and the very robust transformation plan that we've built over the last months. I look forward to sharing this with you and to answering your questions at the end. So let's start having a look. As Pierre-Antoine emphasized, our transformation initiatives are ongoing. We're not starting these things up. They're in flight. We've spent time in 2025 resetting and laying the foundation. We'll continue to do this in 2026. And from 2027, we start scaling.

We've built this across 4 key drivers that I will detail out for you in a couple of minutes. You will also see innovation like Tap on Mobile, which enhances our payments capabilities and Wix boosting our e-commerce transformation, both in the demos as well as in the presentations. Now I'd like to share the details of our transformation plan with you. So let's start with simplifying and streamlining our operating model. We start here with our go-to-market unit enhancement. This is about simplifying our go-to-market organization so that we can make impact in the areas that we're in and have a very, very strong segment focus.

We're also enhancing our agile ways of working. We've built multiskilled product and tech teams. They sit in our business units. They deliver value every single day. And when Joachim shows the SMB story, you'll really see how we've been fast to market with some key initiatives, Tap on Mobile, Wix and Wero. These -- sorry, as we move into boosting the tech operating model, you'll see that we'll focus on our enterprise architecture, stabilize it out, modernization journey way forward. So it's really, really clear. And our enterprise architects are guiding this transformation across the company.

So we're efficient, standardized, focused and delivering leading-edge technology everywhere. We will centralize our critical operations in the areas of risk, in the areas of monitoring and in the areas of security. And we'll be unifying our AI and data organization to provide data excellence across the company. This underpins our risk efforts, which is incredibly important as well as our compliance efforts. And as we embark on even more -- even bigger pushes into generative and agentic AI, having these highly skilled teams sitting and working together will make a massive impact.

These 2 pillars unlock a 20% time-to-market improvement by 2028 as well as a 20% productivity increase of our tech teams by 2029. Our final pillar is the simplification of our corporate and group structure. We're simplifying our group structure, and this will enable us to simplify and enhance the HR and the finance organizations, supporting our employees to deliver value, to be focused on their jobs and to minimize the amount of rework that we do across the organizations.

Secondly, having impactful shared services enables us to deliver efficiency across finance, HR as well as corporate IT. And this together will bring us 5% of our North Star 2030 adjusted EBITDA. Overall, these 3 areas will make Worldline more agile, will make Worldline more efficient and better positioned to deliver value to our stakeholders.

Let me now move you on to our second transformation pillar. This one is a little bit more complex. I think you might have picked that up from Pierre-Antoine's sharing. It has 4 key areas. I'm going to spend one slide on each of these 4 key areas, and then we'll loop back into our third transformation driver. When we talk about converging our platforms and automating operations, we talk about platform convergence. That's the convergence of our applications and our platform landscape, how we are transforming our hosting, our infrastructure, our AI excellence and how we will be operationalizing compliance.

So let's grab the first one, converging platforms. Today, what I'm going to share with you is about the rationalization of our digital acquiring and processing platforms. Worldline has a strong foundation in modern platforms. We've invested in these over the last years. They're market competitive. They deliver a broad set of services that our customers demand from us. And we have a very, very significant opportunity to accelerate our convergence. And that's exactly what we're going to do.

And myself and the whole team at Worldline is going to do this with rigor over the coming years. We're decreasing the number of platforms, as you can see on the slide behind me, while we increase our volumes across those key platforms. So a number of platforms go down, volume on those platforms go up. This allows us to improve our time to market because we're building things in fewer places. Our operational scale increases around those platforms, and we leverage our target assets. We've already initiated this platform convergence in 2025.

By the end of this year, we will have converged 5 of our platforms, proving that we can migrate our customers from our legacy platforms onto our target platforms, and we can do that with ease and without incidents towards our customers. As we move into 2026, we will reduce a further 3 acceptance platforms, which will make a significant impact for us at Worldline. This reduction delivers the first EUR 15 million of the total EUR 80 million that we will deliver with this area, and it will deliver that in 2025 and in 2026.

What I'd like to do -- sorry, before I move, so quickly, so we're going from 9 acquiring platforms, just to be clear, that we're with in 2024, we've taken out in 2025 and towards 2030, that becomes 2 acquiring platforms. That's our target platform, Pierre-Antoine spoke about, which is our major platform as well as a secondary differentiating platform for specific use cases. In acceptance, we're at 23 today, major reduction here to 12 platforms. And you may ask, as I did, why is 12 the right number, still might seem a little bit high. But here, we really want to continue to differentiate towards our customers by providing the local payment schemes.

And doing that on single platforms is significantly more -- significantly more time intensive to do that. And it means that your markets go into a prioritization area and when the markets have their own platforms, you're really able to hit it in a very, very targeted way. And then finally, our merchant portals go from the diverse 15 that we have today to 3 that are aligned to the segments. In our portal area, we are building something that we call our Launchpad. This will allow our customers to onboard with ease.

It provides them a very, very easy understanding of how you go through your onboarding journey. It provides them with self-service capabilities that they can log into and that they can look at, and it allows us to level up on our risk and our compliance activities as well. And instead of me telling you more about it, I'd like to show you a short video of what this will look like.

[Presentation]

In addition to the 34 platforms that we will reduce, we'll also be converging platforms across the company. This delivers an EUR 80 million recurring savings in 2030 which is 40% of our North Star 2030 adjusted EBITDA contribution. In addition, this enhances our time to market. It allows us to achieve operational scale, and we will have vastly rationalized digital environments able to provide our customers with exceptional self-service capabilities. Overall, this is a critical pillar as we move forward as an organization, and it will have focus, priority and will be executed with rigor.

Okay, let's move on to the second part, optimizing our hosting services. Today, within Worldline, we have 3 types of hosting. One, we have classic hosting, which is in our data centers. We have multiple data centers across. They are well run. They provide stable services, but the infrastructure approach in those data centers is still a more legacy approach. We have the Worldline Sovereign Private Cloud, which is our own modernly built private cloud. It mimics technology that you have in Google or in Azure or in AWS, but it's built in our own data centers. It is built on an active, active setup. It is highly redundant.

This is an incredibly important differentiator for us as Worldline as sovereignty becomes more and more a topic in Europe. We need something that is robust stable and modern and is able to host modern applications with a high degree of sovereignty. We run a lot of systemic payments within Europe and the sovereignty of the ability to run those payments on our own infrastructure is absolutely critical. What is very, very valuable about our Worldline Sovereign Cloud as well is that it is efficient and it runs incredibly well. And the way we have built it makes it scalable, predictable and very, very secure.

As we shift forward, we will be converging our data centers. We'll be consolidating and optimizing these, moving our applications to either the Worldline Sovereign Cloud, where sovereignty and systemic payments are involved or to private -- sorry, public cloud infrastructure for innovation, Gen AI and application modernization. And towards 2030, we're going to scale and enhance the Worldline sovereign private cloud so that it is able to continue to scale with our business, and we'll continue to partner with the hyperscalers in what they do best.

By 2030, we will have delivered a 28% reduction in the meters squared across our data centers. And while this may not sound like a massive number, it includes the presence of the Worldline Sovereign Cloud in those data centers. And 80% of all of our transactions will run on modern infrastructure being either the Worldline Sovereign Cloud or public cloud. Our third area as part of converging platforms and automating operations is Gen and Agentic AI. Gen and Agentic AI will allow us to automate at pace and at scale, innovate towards our customers and accelerate our deliveries.

We have a very strong foundation today -- and tomorrow, we want to be an AI-driven payments company. And we have the foundation to be able to do that. It's not a dream. At our core, we have an employee Gen AI, and agentic AI platform that allows our employees to automate standard tasks that they have, whether they be operational tasks or whether they are development activities. We have our full development landscape, so GitHub Confluence, et cetera, all integrated into our agentic AI and Gen AI platforms.

And this not only brings productivity, which, of course, is important, but impact that you can make as a person within the company is even more important, and this allows our people to make impact every day. We utilize GitHub Copilot across our full development scale, automating development activities, providing us integration opportunities from a CI/CD pipeline, improving quality of the code that we develop every single day. And we've trained 35% of our employees, and this number goes up every day as we roll out trainings on AI.

And this is not just technology. Technology is trained, but this is product. This is operations. This is my personal assistant who gets trained on this so that we're all making impact every day and are highly efficient. We also have strong product launches with AI. We've got AI-based transaction routing. This is increased authorization and conversion rates for key customers with us. It's a proven technology that we will now start rolling out across the board. We've got predictive fraud models in place, and Madalena will share some more on that in the financial services section.

And I'm using it for incident detection and predictive AI, and it is currently showing a 2% to 5% faster incident detection than standard market solutions, which I'm sure you understand is critical for us. If we can be ahead of a blip on the radar, an incident that could happen, a database that is being heavily utilized and we should be switching loads. This is absolutely essential for us for stability. As we move towards 2030, our focus in '26 will be to build an agentic AI platform for customer user journey.

So we'll be plugging it into our onboarding journey, assisting our agents -- sorry, assisting our merchants in being able to go through that journey in a really easy way. We'll be automating operations across the organization, specifically as well in our risk use cases, and I'll share some more on this just now as well as our development use cases and predictive observability and risk monitoring will be in place. By 2030, all of our journeys for our merchants will be AI-assisted. We'll have collaborative AI ecosystems, and you'll see an example of this in Pierre-Antoine's presentation around enterprise with a hotel booking, agent-assisted journey.

And in technology, we'll have AI-driven deployment, AI-driven quality control and AI monitoring across the whole of our technology landscape. This delivers 10% of our North Star 2030 adjusted EBITDA, but it is also absolutely critical in positioning Worldline as a leader in AI-driven payments and setting the stage for sustainable growth. Our final area in converging platforms and automating operations is our AML operations, which we'll be driving through more automation and through more technology.

This is built up of 2 areas. One is about automating first-in-line AML operations. We will have faster and smarter decisioning on any incidents that we detect or any behaviors or transactions that we see across the landscape. We'll be accelerating our monitoring, specifically our transaction monitoring across the entire landscape. End-to-end compliance workflows will be embedded into our systems so that there they're monitoring every single touch point that our customers have, every transaction flow that runs across our company. Our reviews will be in line with alerts and won't only be periodic, and our manual touch points will significantly decrease.

The goal here is to have 60% faster decision cycles and enhanced incident detection. We're also harmonizing and operationalizing our end-to-end risk and compliance flows. We'll be aligning and strengthening the compliance operating model, simplifying and streamlining all of our compliance processes across the organization, but we will also harmonize the balance between local risk management and control, which is very important to our local regulators as well as our overall centralized controls.

We're moving from detective controls that we have today to preventive controls. What we've seen is they are often early signs that you only pick up when you've implemented AI in the end-to-end process and compliance by design in our operating model. And finally, our goal here is also customer satisfaction because it's as important to our customers as it is to us that we manage risk compliance, AML, KYC really well for them as well as towards our stakeholders.

Okay, let's now move on to our third transformation driver, integrating our operations through our global competence centers. Our goal here is to move our GCCs from a pure delivery function into an innovation hub. Pierre-Antoine showed today, we have a very strong presence in our GCCs. We've achieved an overall 16% nearshore and offshore across 3 centers. So 16% of our FTEs today sit in 1 of our 3 GCCs. In India, we've got 1,300 people driving value-based payments, end-to-end delivery and development as well as supporting our product and tech teams in development, in testing, in implementing automation and in AI drivers.

Our exceptional multilingual teams in Poland help us with customer services as well as risk remediation. We have 700 people in Poland and our 600 people in our Romania GCC support HR and finance operations as well as deliver our cybersecurity services. So you can see this is a very, very strong foundation, and yet we want even more from this. Moving forward, our GCCs will be innovation hubs. We will move more and more of our end-to-end payments to be developed, delivered and conceptualized in our GCCs. We'll have a very robust service catalog supporting our onshore teams in Western Europe.

And our intention is that they will continue to be a driver of Gen AI and agentic AI. As we move forward to 2030, our goal is to have 25% to 30% of our total FTEs in our 3 GCCs, driving efficiency, effectiveness, access to exceptional talent pools and able to accelerate our overall operating model. Okay, now moving us through to our last driver. This one is about Grow. When we think about Grow as part of the transformation plan, we think of it in 3 areas: products & services simplification, commercial productivity and revenue management.

In the products & services simplification, our goal is to wow our customers. We want streamlined, easy to understand, easy to purchase products and services for our customers. We want robust leading-edge digital journeys that are intuitive and where our customers get led through by AI, state-of-the-art converged payment solutions. So we have really strong multiple payment solutions. We want to converge them. So they're really easy for our customers to buy in packages and we will keep our localization by nature. Our customers expect us to be local to the geography and/or the country that they do their business in.

Commercial productivity is about next-generation sales tooling for our salespeople. It's improved sales practices across the company, and it's also providing our salespeople to provide targeted advice and not generic advice to their customers, ensuring that the products and the services that we provide to our customers are next level and meet our robust customer needs. We'll drive revenue management through 2 areas: optimizing our scheme fees and value-based pricing. This pillar delivers 20% of our North Star 2030 adjusted EBITDA contribution, and it will help us deliver simplicity and speed at every touch point to accelerate growth and to wow our customers.

I now get to conclude my section for you. I hope it's provided you with better insights into our transformation journey and key insights into the robustness of the plan that we have put together. I'd like to leave you with 4 key messages. We have a clear and detailed transformation plan that will deliver both efficiency and growth. We've proven our ability to execute starting this year with important steps being taken across all of these 4 pillars, and we've proven our capability to converge platforms, which is something that is challenging, but we know how to do, including migrating our customers and decommissioning those platforms.

Our North Star transformation plan will allow us to achieve our targeted increase of EUR 210 million adjusted EBITDA and finally, collectively, these transformation drivers position Worldline for sustainable growth, operational excellence and continued leadership in payments. Thank you so much for your attention, and I look forward to your questions.

Thank you, Candice. So we will now take a short break. As I mentioned earlier, we have some fantastic product demonstrations for you to have a look at. We've got Tap on Mobile on display. We have our Android-based SmartPOS solution. We have a number of our partner integrations. We have our fraud management software. We have the interoperable QR code solution that we've developed and also the tech behind our tokenized payment solutions. So please grab a coffee, have a look at the demos, and then we'll see you back here in about 15 minutes at 10:40.

[Break]

Welcome back, everyone. I hope you managed to get yourself fully re-caffeinated. Just a quick reminder of where we are in the agenda. And also we're running a little bit behind schedule, and we want to make sure there's a full amount of time to get through as much Q&A as possible. So we're going to extend the finish time to 12:30.

So in a moment, we will walk through the go-to-markets, financial institutions, small and medium businesses, enterprise and global commerce. And then our CFO will take you through the financials before we have the Q&A. So now without further ado, to start with our first go-to-market, I would like to welcome to the stage Madalena Cascais Tome.

Good morning. It is a pleasure to be here today. I've just recently joined Worldline starting from October to head financial institutions globally, but also more recently to take a more transversal role on processing and product capabilities in order to accelerate our synergies and our innovation across different go-to-markets. But having been financial institutions for more than a decade now, I was leading an interbank company and serving dozens of financial institutions across several markets.

And I'm driven by innovation, but also I was leading many of the European preeminent initiatives like the European Mobile Payment Association, but also very much committed into developing European standards like the SEPA is for contactless payments. The reason I've joined Worldline, I think it's obvious. Worldline is the payment champion -- European champion, one that has a true role in the backbone of digital infrastructure in Europe, one that is serving financial institutions across all of Europe and one company that needs and has the role to play in driving European payments going forward.

So let me guide you through our vision for financial institutions. As Pierre-Antoine mentioned, financial institutions are strategic for Worldline and will step down in this strategic positioning going forward. But also Worldline is strategic for financial institutions. And together, we are strategic for driving European payments going forward, making sure that it is -- continues to be the most innovative space, but also one that is sovereign and that is well anchored in our own infrastructure, in our own capabilities, serving European citizens.

Today, I would like to share with you our North Star for financial institutions, as I mentioned, starting for what are our key strengths, what are the root causes for our recent performance, but more importantly, what is our plan going ahead and we are already starting to execute and we are already in motion. Let me start by sharing financial institutions at a glance and our scale and operations across Europe and also in Asia. We serve 320 financial institutions. And in Europe, we serve 80% of the top 20 banks. We process annually 47 billion transactions. On average, this means that per second, we are processing 1,500 transactions. We serve 156 million cards. 1 in every 5 cards in Europe that is now being used and paying is processed and managed by Worldline.

We have a unique set of talent, the most comprehensive one, not only because it joins expertise but also new capabilities, our talent pool is the longest and largest, standing tall in pooling payments in Europe with 4,900 talented technicians, but also payment experts. We have the critical infrastructure across 10 countries, and we are generating EUR 80 million in revenue annually. Our core strength is our core processing capabilities. Our core software that is self-built and self-operated continue to be deployed and enhanced and also that is served with our overlying sovereign infrastructure cloud infrastructure.

This is a unique set of capabilities around which we have built a diversified portfolio of service lines ranging from issuing processing, acquiring processing, account and instant payments and also digital services. This different portfolio of activities is well balanced, but also well anchored in the activities that have the highest growth potential, namely instant payments and digital services. Not only that, but we are able to adapt our go-to-market capabilities for the different segment needs for the different client needs. So we provide the traditional BPO and outsourcing capabilities where we managed operations end-to-end, including the technological part, but also the back-end part.

But we also provide payment as a service and also software -- payment software license, which means that we are able to address the different client segments, the different client needs. All of this built in our own self-built best-in-class processing solutions. This is absolutely key. And I would stress the best-in-class platform -- new generation platform that we currently manage. We are starting from a strong position, and this is reflected in our diversified client base. We have a solid and diversified client base ranging from long-standing relationships to new clients that we are onboarding, ranging from financial institutions, PSPs, fintechs, but also central banks and even all communities that rely on us to provide their central infrastructures.

We have a very strong presence in Europe, and we are the critical -- supplier of critical infrastructures in 10 European countries. Some examples that Pierre-Antoine already mentioned in the Netherlands and in Austria, where we provide the clearing and settlement central switching mechanisms, which is absolutely key at the country level, but also in France and in Belgium, where we enable most of the e-commerce transactions to our strong customer authentication solutions.

On top of these 10 countries, we have a very strong presence. We are also providing at scale services in 15 other European countries. We are also present in Asia -- in 10 Asian countries, where we serve more than 70 financial institutions, mostly through our Pay Suite solution, which is payment as a software. This means that we are able to serve different segments, different clients according to their needs with our different go-to-market capabilities. What is also unique in the way that we go-to-market and in the way that we serve our clients is our complete range of payment brands and suites that we deploy.

Going from card schemes, global card schemes like Visa and Mastercard, but also domestic and European card schemes like girocard and [indiscernible], for instance, going from the most prominent account payment schemes like both in retail and wholesale, for instance, SEPA and SWIFT, but also more recently, serving all the digital solutions that are becoming stronger and more present across Europe and also in Asia, where we are not only one of the key partners in many of these initiatives, for instance, TWINT and Wero, but we are also enabling these solutions to strive in the payments ecosystem being towards financial institutions, issuers and also acquirers.

By actively working and contributing to all of this, we are ensuring that European payments remain connected, competitive and sovereign. We are also significantly strong and distinctive in the way that we are comprehensive across the payment value chain. We provide not only core and more traditional card processing, mainly in the issuing and in the acquiring space. And even there it is most traditional business, we see that payments are evolving significantly.

For instance, in issuing, we are coming from the core card management processes to wallet and digital enablement of cards. Also in the acquiring where we serve not only ATMs, also evolving to VTMs, but also now in the e-commerce space, going from the traditional acceptance to the omnichannel capabilities that we are also providing our financial institutions. We are also deploying account and instant payment solutions being instant payments, open banking, SWIFT capabilities and also cross-border payments.

And in the digital service space, that is an area that is increasingly evolving going from wallet enablement to tokenization to new forms of stablecoin and virtual assets enablement and also agentic AI-driven solutions. All of these embedded with value-added services that are becoming increasingly important to make sure that the payment journey is trusted smoothly and frictionless, namely our fraud and identity solutions and authentication and authorization suites.

Not only we are comprehensive, but we are able to integrate all of these solutions into a unique and integrated framework, enabling our clients with more seamless operations and integration across the payment value chain. This framework enables not only, as I explained, multi-rail and multi-instrument solutions that are integrated and interoperable, but also that can be deployed across the different channels of the financial institutions, enabling seamless and integrated and consistent customer journeys, but also that can be multi-geography, which is a significant enabler for our clients that operate across Europe in different markets.

But our business is all about the future. And in fact, Worldline has been investing significantly in our future next-generation solutions. We have a full suite of next-generation solutions that are already cloud-enabled based on our Worldline sovereign clouds, API-driven, open, modern and future-proof. The new modern cloud-based solutions are enabling our clients to onboard more easily, are enabling us to have more agility and developing more functionalities, faster time to market. And it's also enabling more smooth -- scalability and with core investments in security and resilience going forward.

But still, we continue to support our clients in their legacy platforms. We have a unique knowledge on how to do that, and we have long-standing relations in supporting our clients in their own core platforms. But as future is evolving quickly, we are also actively supporting our clients in their modernization strategy, going from legacy solutions into the next-gen solutions. And we are uniquely fitted and capable of doing that with a unique proven track record of not only managing the two stacks, but also more importantly, enabling our clients to transition and to modernize their own technological infrastructure, including the payment architecture and payment solutions.

So Worldline is and will be future proof and future-driven supporting our clients -- our new clients in onboarding quicker and more agile in our new platforms and also in enabling our clients to modernize their payment solutions, leveraging on our open API-driven core processing platforms. We have had adverse performance and challenges in our past, and we acknowledge that some challenges that hindered our financial performance and also our client performance.

The first of all was the lack of strategic focus on financial institutions and on organic growth more broadly. This is something that is already being addressed clearly stated, financial institutions will be -- are a core pillar of our strategy going forward. In this context, we had persistent loss of contracts that -- whose impact had an effect -- and who will have an impact still in 2026 with headwinds ongoing. And on top of that, we operate in an industry with long sales cycles, which has delayed our revenue impact from new business.

Nonetheless, as Pierre-Antoine mentioned, Worldline is emotion, and we already see significant and consistent progress, not only in what we have improved in terms of order entry, in terms of new business, but also the share of new clients in this new business. We have also improved our contract renewal rates and our customer satisfaction levels. And we have been consistently over the last 3-year period, delivering on efficiency with 3% reduce cost on our cost base. So we are strengthening our position, and we'll continue on this path.

Our commitment and our continued improvement in our go-to-market will be anchored on 3 key pillars, being very much focused on clients and on delivering client satisfaction, client delivery and innovation. The first one is our ramp-up in sales and growth. We are streamlining our sales execution, providing additional services to the existing clients and expanding into new target segments based on our adaptability and our core capabilities.

We are improving the quality of services and delivery by enhancing our expertise and bringing it to clients with thought leadership and more importantly, driving solutions more than just product, but also streamlining and accelerating on AI and automation, namely in the development and deployment cycles, but also in harmonizing our service capabilities. And we are accelerating innovation and the target platforms. We continue to support our clients in their journey towards transformation and modernization, leveraging on our target robust platforms. We continue to accelerate innovation in the new areas of growth, namely digital services, tokenization and virtual assets.

And we'll continue to also enhance the different payment solutions that are striving to continue to contribute to European sovereignty and to payment interoperability. By doing this, we'll increase our growth in new business. We'll improve client satisfaction and will reduce time to market with the aim of achieving market growth by 2030. We'll continue to create more value for our clients and strengthen our core role as their trusted partner. A word about innovation. Innovation is really important. It's a cornerstone of our strategy, and it's our direction towards the future.

So we'll share some of our innovations in the market today. Our multi-rail AI-driven suite that is not only comprehensive across the payments value chain, so it enables for a full fraud control across not only card payments with account payments with an integrated 360 perspective, but also it's AI driven with very precise prediction models and service, enabling trusted but yet frictionless payment experiences.

Our second innovation that I would like to highlight is our Worldline QR code payment, one that is setting the standard for QR code payments in Europe. Our Worldline QR code enables payments at the point of interaction, be it in store or in e-commerce, enabling different brands of payment being, for instance, euro or bank contact. And by doing that, it's also contributing to European interoperability and to the deployment of new payment schemes. And also tokenized payments. This is the next generation of money movement. We are enabling not only closed-loop solutions, asset tokenization, but also offline capabilities on tokenized assets and also digital currencies.

And we'll continue to help our clients integrate this new generation of money movement into their current payment suite, ensuring that we can also accelerate continue to drive innovation with impact. All of this is done with our clients at the heart, but also with our client -- with co-creation with our clients and also with our partners. On this last topic, for instance, we are also helping enhancing our clients in everything that is related with European initiatives, namely, for instance, the digital euro, where we have been deeply involved, including developing prototypes and new use cases, and we are prepared also to enhance our clients in the new regulatory enhancements that will for sure come.

Over the past weeks, I've been meeting several clients wanting to understand exactly what their needs are, what keeps them awake at night and more importantly, what do they expect from Worldline. And the voice of the market is very clear. There is a huge opportunity to help our clients for instance, on how to navigate the increasing complexity in payments and namely the increasing complexity in regulatory requirements. There is a huge need from our clients to make sure that we can enhance their capabilities to continue to innovate in the context where talent is scarce and payment expertise is also scarce.

There is an increasing need to reduce reliance on non-European solutions. And as I mentioned, this is one of our core strengths and increasing also needs for our clients to have our support in making sure that they can cope with cyber threats and also with anti-fraud and fraud -- social engineering challenges. And also can we help our clients in enhancing that they can compete in this new digital world.

So to navigate in this increasingly complex and dynamic payments landscape is for sure a challenge, one that Worldline is the trusted player and partner to help. So we'll help -- continue to help our clients grow faster with confidence and scale. And I'll share a testimonial of one of our clients in an ongoing project where not only we are helping modernizing the payment platform, but we are also enhancing for cross-border and multi-geography payments, helping and supporting our clients in their European footprint.

[Presentation]

The feedback of our clients is highly motivating, and it's exactly on this step that we'll continue to pursue. Financial institutions are core and strategic for Worldline, client delivery and innovation also, they are our path forward. So to conclude, I think it's sure that we operate with core strengths in the payment landscape, which is increasingly complex, but also evolving at an accelerated path. We start from a position of strength, and we have a plan on how to continue to double down on our client delivery and on our growth for financial institutions.

Our plan is ambitious, but it is focused. And more importantly, we have the right team in place to deliver. We have a proven track record in doing so. So we'll continue to be focused on execution and together with our financial institutions, not only advancing European payments forward, but making sure that we continue to be the continent with the most innovative and advanced payment systems. For that, our North Star for financial institutions is to be -- and our commitment is to be the trusted partner to financial institutions, delivering tailored modern and global solutions at scale. Thank you very much for your attention.

And I'll now hand over to Pierre-Antoine, our CEO.

Thank you. So happy to come back. So I'm with Joachim Goyvaerts, who joined back in the company already in July?

6 months.

6 months already, okay. So it's -- and so Joachim is in charge of SMB, 50% of our revenue. And just before Joachim speaks, just to remind you -- a quick snapshot on Merchant Services. So it's EUR 3.2 billion revenue, EUR 2.3 billion in NNR, meaning excluding scheme fees and interchange fees. Obviously, we leverage on the scale that we have on our network and on our acquiring platform. So everything starts from acquiring to feed our 3 go-to-market SMBs that Joachim will present. Enterprise and Global Commerce that I will present after Joachim speech and pitch on SMB. Thank you. Joachim?

Thank you, Pierre-Antoine, and good morning to everyone. It's great to be here. I'm Joachim Goyvaerts. I'm indeed leading SMB now for about 6 months. And having spent more than 20 years in the payment industry, it continues to be fascinating how this area enables technology to scale and create a convenient digital payment reality. Madalena said 1,500 transactions per second that Worldline is processing to give you that perspective.

I've been in partner, products and general management roles, but the reason why I rejoined Worldline after 14 years is that European DNA. We empower the local economies and in particular, the entrepreneurs. And it's great to be part of that new team that focuses again on the core on delivering that value to the customers. And Worldline has a strong presence in the European payment market in the merchant market. There's 17 million -- shall I maybe also show you what I'm talking about.

Worldline is -- has a leading position in that 17 million merchant market. We have a 14% market share in Merchant Service sales volume, so in payment volume. That's 1 transaction out of 7. And we are the strong leader in 6 Western European markets. And I'm also impressed by the high-growth markets in Italy and Central and Eastern Europe, and we have that coverage across Europe in many markets through partnerships. And what does make Worldline stand out? There's 3x the word local.

We provide local payment methods at the checkout. We remove that complexity for our merchants by offering whether it's girocard in Germany, [indiscernible], but also alternatives like meal vouchers are very different in every market. Behind the scenes, we're also strong in that local best-in-class acquiring, the processing of the payments. We do that in a very efficient and reliable way for our customers.

And thirdly, we have the local people on the ground, sales and support, to support the merchants to run their business, and we bring that expertise of the local ecosystem. So with those core strengths, how does Worldline go to market? And we have 3 ways to go to market. The most important channel is a direct channel. We have more than 1,000 people who are the local experts who have localized marketing and digital sales. And in particular, for medium-sized merchants like small retail chains, they rely on our expertise, and that's there where we see the continued payment volume growth and the trust.

Secondly, banks are and remain a key partner for Worldline. About 30% of our business is driven through partnerships with banks, whether it's to generate leads or have alliances or even joint ventures with Worldline. And for instance, with KB, the franchise -- the franchise of Société Générale in the Czech Republic, we have renewed our alliance for long-term relationships. So the distribution power of the banks with 23,000 of branches remains a distinctive asset.

Thirdly, we work with a lot of partners. We have more than 400 partners around in Europe. They are the gate to the access to the small and the micro businesses. We have long-standing relations with them, and there's a large variety of cash register providers, independent sales organizations and software companies. And that is actually the trend of today. While banks remain crucial partners to Worldline, it's the ISVs, independent software vendors, that global trend that's now also a reality in Europe, and they are outpacing the growth in the European market.

Looking into the business reality of Worldline today, we have to acknowledge that we haven't been meeting all the expectations of our merchants. First, we have been delayed with delivering state-of-the-art terminals, upgrading the terminals. Secondly, the complexity of our platforms have limited the way to cross-sell and to really leverage our base. And then last but not least, indeed, we haven't been consistent in addressing the ISV trends with one consistent solution. You would understand that we have not waited to take action. And so we are now acting against a clear plan with a new operating model against clear priorities.

And if we aspire to be the European partner of choice for merchants, what they expect from us is state-of-the-art payment solutions. We not only have upgraded our terminals, merchants expect today an integrated -- seamless integrated payment solution into their business operations. And I will talk later how we address that need with our Android SmartPOS terminals and how we scale the innovation of Tap on Mobile. Next to running the business, our merchant want us to help to grow their business. So we are driving now commerce solutions beyond payments.

With Worldline Web, if you want to start selling online within the day, we can enable that with you with a full solution without requiring any technical skills. Secondly, we're deploying innovative merchant cash advance, and I will come back again on how we're scaling these value-added services by accelerating our road map and working with industry leaders. Thirdly, having best-in-class payment solutions and value-added services with commerce solutions should be very easy to access. It should be very easy to deal and to do business with Worldline.

And so we are creating that single digital merchant experience, what we call our Launchpad. And Candice has already referred to it. It's an AI-based solution to board within minutes, but to allow us also to operate at scale and really leverage the technology into our customer base. Last but not least, also the partners expected easy solution. And with Worldline platforms, we're bringing that to the market now. Worldline for platforms is empowered by online payment platform. It's a company we invested in 3 years ago, and we're expanding that solution now into a full embedded solution.

So we're acting today against those 4 priorities. And you have to understand that already the payment solutions and the commerce solutions are around in the market now, and we're operating with it. So let's have a look on what we're currently offering as payment solutions. SmartPOS are Android terminals. We're live in 16 countries today. And what they do is actually they do 3 things in one. It's payments, the localized payments that Worldline is strong in and the customers expect us to continue to do, but we're adding functionalities like a tip or splitting the bill.

But beyond that, we give access to the merchants to third-party apps so that they can run their complete business on our solution. Think about order management, loyalty, gift cards, it's all on the SmartPOS. And the demo was there in the back during the break, so I hope you've been able to enjoy it. Next to that, Worldline is a frontrunner in scaling innovation with Tap on Mobile. We're live with Tap on Mobile in 23 countries. We see triple-digit growth, more than 500 million of processed volume year-to-date. And what it does is, the Tap on Mobile app from Worldline enables you to accept payments on every device, whether it's iOS or Android.

And that's not just mobile phones, it's kiosks, it's order devices and larger merchants are embedding that into their flow, so also department stores. We have the kiosks here again in the demo here during the break. So with Tap on Mobile, we can multiply the number of acceptance points and it enables you to fully run your business in a digital way and cashless. So let's have a look on how that played out this summer in the Swiss festival of Zermatt Unplugged.

[Presentation]

So our teams understand the language of the customer. I hope you understand that we have upgraded the way to accept payments. And beyond payments, as I said, we are enabling our merchants to grow. And the approach we're taking, and I think it's a fantastic example of how focused execution can really accelerate us to drive value. The way we've taken is to team up with industry leaders. So I'll talk now about 2 commerce solutions, Worldline Web and merchant cash advance. So together with Wix, we -- we're now live in the first market in Switzerland, and we provide a simple solution.

So anyone without any technical skills who would have the idea today to start selling online or to expand from the in-store sales can do that within a day. So it is the design of the website, it's the e-commerce part, it's the hosting and the Worldline gateway and payment capabilities that are fully localized. So that is a setup that also now not only is live in Switzerland, but enables us to scale that in all markets. And I think it's core to our mission to help merchants to be successful, not just in-store, but also online.

The second example is that we have launched an innovative growth solution for merchant cash advance for our merchants together with YouLend. This solution is live in 2 markets today in Belgium and the Netherlands, and we'll launch a third market before the end of the year. And what it does is that if you have a broken dishwasher in your restaurant or you want to take that opportunity to buy more stock, a merchant needs that those funds instantly. And YouLend is the leader in that domain. They provide that embedded financing solution where they use real-time payment data, they provide the instant funding and then they organize the repayments along with the card sales.

So we have a referral partnership with YouLend. We don't take the credit risk, but we do offer the flexibility to our merchants. And so we benefit jointly from the success of our merchants and we increase the value per merchant, and we anchor the relationships for longer term with our customers. So next to state-of-the-art payment solutions to run the business, commerce solutions to grow the business. Third priority is indeed to make that accessible in a digital and simple way. So merchants today, if they want something, and it's like consumers, they want it very fast.

So we'll enable that boarding within minutes. And of course, we'll do that with AI these days, but what it means is that we'll provide a full agentic experience to give the keys and the control back to the customer. If they want to order additional services from us or even the third-party services that we bring to our customers, they should be able to do that autonomously whenever they think that's needed. We'll do that in one consistent way to enable full automation so that we can operate at scale, and that's in particular, important in KYC and risk domains to demonstrate that we're always in control.

So why this is so important for Worldline to invest in this? It's one platform. It's focused on that experience end-to-end. It enables us to scale to add functionalities and markets, but do that in a consistent way. Last priority, indeed, as introduced in the intro on the go-to-market, the ISVs we already have 400 partners. This is the growing trend in the market. And to make them successful, we're enabling that with Worldline platforms. So, with Worldline for platforms, those partners can very easily integrate their tech stack to get access to the rich payment functionalities of Worldline, whether it's POS payments with terminals, whether it's online payments or Tap on Mobile, it is the mix from the software company to decide how omnichannel they want to add to the merchants.

And we give the access in the back as well to the Worldline core localized acquiring. The merchants operate on the software of the partner, of the ISV and Worldline is embedded, it's in the back, it's inside, but empowering that monetization for both the merchants and the partners. So as I said, this is high-end technology that's already running at scale for online marketplaces with online payment platform, and we're expanding that now as a fully embedded solution. The first reactions in the market are really good. We see continued traction now with our partner teams. And already with the signed deals, we have the reach of thousands of merchants through this solution.

So in summary, we have a very strong position with SMB in Europe. We have endured trust. We have continued payment volume growth. But with this plan in action, we'll turn around again to growth already in 2026. We have state-of-the-art payment solutions. We can help the merchants beyond payments with commerce solutions. We are creating that one digital experience with the Launchpad and we have then the digital partner experience to scale across Europe and address that opportunity into the micro and small merchants.

So as we go along with the transformation, we'll continue to fuel growth, accelerate in number of merchants, in payment volume and in financial outcome beyond the average of the European SMB market of 5%. So SMB for Worldline, SMB is a core engine of Worldline as a European partner of choice in payments. Thank you for your attention. I hand back to Pierre-Antoine.

Okay. I will -- if you allow me, I will accelerate a bit because I know that the star you've been waiting for is a second considering the audience that we have here. So I will cover quickly Enterprise and Global Commerce. And if you have more questions, we can continue on that. So Enterprise and Global Commerce, we decided to split the 2. And so David Gebhardt, who is somewhere here, joined back to lead the Enterprise and Stein is leading the Global Commerce. But to make it more simple, I'm presenting it. So -- on Enterprise, to make it simple, we have very strong footprint and market positions in some of the key markets in Europe that you can see here.

France, obviously, as I said in the introduction, Germany, Switzerland, but also the Benelux. And we have also some good presence in Spain and in the U.K. through our acceptance solution. And then there are some markets where we are a bit more challengers. And in kiosk and self-services, we also have strong positions, more specialized, more verticalized, but with the same approach of acceptance and potentially acquiring. So that makes 70%, 30%. As you can see, we follow the merchants on a multi-country basis.

So it's more the Tier 1, Tier 2 merchants and retailers, and we support them in their expansion, which enables us to have different models depending on the geographies. The last thing that you need to see here is that the MSV we process globally speaking, in acceptance, it's EUR 600 billion, okay? So it's really significant, but only EUR 200 billion, so which means 1 out of 4 transactions is acquired by Worldline. One of our key differentiator in this segment indeed is that we offer to the merchants the flexibility of providing just the technical acceptance.

So typically take the transaction, send it to the acquirer to make it super simple, or to do on a full-service basis, acceptance and acquiring. And all this in-store and online, obviously. And the value it brings to the merchants is that in their domestic geographies, especially the French merchants, they like to work with our bank for the acquiring. And so they take our acceptance, but not the acquiring because on the acquiring, they work with their Crédit Agricole or other bank.

And -- but when they go outside of France, then they like to have an all-in-one solution that provides the acquiring, that provides -- and the acquiring in that case is coming from Worldline, potentially alternative payment methods done by Worldline and so on and so forth, okay? But ultimately, what this means is that there is potential for us to upsell our merchant base and to get more acquiring when it is relevant for the merchant than what we have today.

The beauty of what has been built by Worldline and that's how we made some kind of handicap and a competitive advantage is that we have step-by-step built what we call a hub, which connects our various excellent solutions, so the online of GoPay, the in-store of Axis, for instance, with the modules that we have developed and that are shared between our various platforms. So typically, a French customer can have access, thanks to us to -- through the acquiring hub to the Crédit Agricole acquiring and to some other acquirings in one single integration.

He can have access with the same integration, the same API to the value-added services that we provide, typically digital dynamic currency conversion in this example. And he has a portal on which he gets all the insights of his business, whatever the geography, whatever the acquirer. And on top of that, thanks to this portal, he can manage the omnichannel use cases, typically refund by web, click and collect because we do have the tokenization of the card, which is embedded in the portal. So this solution is a real asset for Worldline and for our retailer merchants.

And it is an asset for Worldline because that enables us to share the connection to the various acquirers, for instance, with all our acceptance solutions. And what you've seen in the presentation of Candice is that we will keep a number of acceptance platforms. And the fact that we have all the integrations to all the acquirers through the acquire hub made available to all those acceptance platform is obviously a significant synergy for us. The ambition here, obviously, is to be the European champion in omnichannel enterprise to cross-sell the acquiring and more importantly, I would say, to leverage on the convergence of platforms that we've been discussing about to have better asset turn, more functionalities and more innovations with lower investment.

Regarding the Global Commerce. So here, it's a different ball game. What we are speaking here is serving global e-commerce players like Lufthansa, Emirates, Google and to offer them through one contract, one technical integration and one financial flow and reporting, access to more than 150 markets, okay, on a multi-local basis again. So it's extremely powerful as a value proposition. And the value that we bring on top of that to this segment is advanced management of the conversion and the success rate of transactions. And so this platform is connected to different acquirers, including the acquiring of Worldline. And we are able to optimize the success rate, which means more revenue to the merchants for the merchants for the same connection.

We have a strong position, and we decided because there is some competition, obviously, on this market of the global merchants. Those merchants are very demanding in terms of verticalized solution. So we have decided to focus on 2 main segments: travel and hospitality, because we have very strong position there. We are very much integrated into the ecosystem of the booking solutions and so on forth and digital goods with, again, global players who want to have access for small transactions to many markets with one integration, and that's typically the case of Blizzard in the gaming edition. We've been doing a lot of modernization on this global collect platform over the recent years. So the API has been completely refactored and having discussed with one of our customers, I mean, we can be very proud of the quality of this API. We have a modern portal that enables them not only to have the right insight on their transactions, but also to drive the performance as they want to make it happen.

And beyond the back office, we have invested quite a lot over the last quarters on digital subscription recurring payments, which are so important for digital goods. This segment is the one where there is the most of innovations because those merchants are the most sophisticated. And as I explained in the introduction, the way we approach innovation on this segment is to partner with third parties that bring us the proper technology. One example is what we call Virtual Pay. Virtual Pay, what is it? It's super simple. It's digital card issuing, commercial cards where the interchange for us is quite high. And this Virtual Pay is provided to online travel agencies to ease for them the payment of their suppliers, which are airlines and hotel chains, okay?

The beauty of cards versus account-based payment is that the traceability of the payment and the reconciliation is extremely easy for the merchant. So leveraging on our issuing technology on FS, our acquiring know-how on Global Collect and the partnership, the commercial partnership with Visa, we've been able to put this product on the market, and we are already live with 3 OTAs. Don't come back on AI smart routing that Candice mentioned. But I will -- I mean, so I also mentioned already the stablecoin payout. So this is for Global Collect that we are doing this partnership, as you understand, because those are the merchants which are the most interested in settlement in stablecoins because that does reduce, obviously, the friction linked to cross-border settlements. And the last piece I want to mention, and I want to show you a video is agentic commerce, where we've been making significant progress, as I said, with Google over the recent weeks. So a quick video on that.

[Presentation]

So this is super exciting. And for you to understand the value that we bring, what we are speaking of is to delegate to an agents the payments, okay? So the consumer delegates the payment to an agent that goes until the end of the transaction. And so what we bring here, so I mean, a very specific protocol has been developed now, which is called Agentic Protocol, AP. And what we do provide as Worldline is all our know-how, all our knowledge in fraud detection, fraud prevention to make sure and to ensure the consumer that the agent that will -- and to ensure the merchant also that the agent that will initiate the transaction is a valid agent and has all what it is supposed to have in terms of authentication to make sure that there is no fraud. So there is a lot of value coming from Worldline here and combining our value proposition to the one of Google or Mastercard or Visa on this type of segment will make the success of agentic commerce because that will bring the security that everyone is asking for.

To conclude on Merchant Services, as you understand, our very core priority in terms of growth is SMB, and we are here making a radical step change in terms of digitalization and upsell of additional services to the merchants, and that's the mandate of your team. The second point -- the 2 other points is that we will accelerate our differentiation and our efficiency in Merchant Services through the 2 main areas that we already discussed of North Star 2030, which are platform convergence because we are mostly talking about the platforms in Merchant Services and the operations industrialization through the GCC, as Candice described them. And finally, the approach is to expand through the upsell of our acquiring when it makes sense and also through differentiation in additional innovation. Thanks a lot, and I leave the floor to Srikanth for the financial strategy of the company. Thank you.

All right. That's a pleasure to see all of you. Many of you here, everyone online, super excited. Thanks for taking the time to engage with us. To join Worldline at this point of transformation with the energy and the excitement and the experience of that exec team, super highly motivating. I will, wit Pierre-Antoine, bring focus, rigor to monitor and deliver the transformation plan that we've just been presenting to you. We've taken a hard look over the past couple of months on what are our priorities. We've taken decisive steps on resetting our financial foundations, and we'll follow that through. 2026 is a year of transition. It's got a reset. It's got a consolidation piece and a transition piece that I'll explain to you. And we'll grow beyond that between '27 and 2030.

We look forward to a candid and constructive discussion with you. So looking at the guidance that Pierre-Antoine and I, we guided the market through 2 weeks ago as part of our Q3 results call was a low single-digit percentage decline in sales at EUR 4.5 billion and adjusted EBITDA between EUR 830 million and EUR 855 million and a free cash flow between minus EUR 30 million and 0 plus. We've talked about the 3 divestments that we are making, the MeTS, the North America and Cetrel. That brings an impact of EUR 500 million on revenue, EUR 110 million on adjusted EBITDA and EUR 55 million on cash.

The pro forma numbers you've seen already, the EUR 4 billion of sales, the EUR 720 million to EUR 745 million of adjusted EBITDA, that brings our cash between minus EUR 55 million and minus EUR 85 million. The cash in from disposals of those 3 entities will all be received as we expect to close all of them in 2026 is between EUR 350 million to EUR 400 million. Looking at how that EUR 4 billion is split. You've already seen the first pie when Pierre-Antoine presented, 80% Merchant Services and 20% Financial Services. So I wouldn't go into it again. On the right-hand side, you see how we are split by geography. We've been saying our core is payments and Europe, and you see why 90% of our core is in Europe and the others is 10%, including a small but profitable business of Financial Services in Asia. So this diversity across segments, products and geographies deliver us resilience today and give us the right basis for the transformation growth tomorrow.

Now looking at tomorrow, the target 2030. From the EUR 4 billion, we want to now match and beat market, as we've alluded to earlier, with a 4% CAGR in the intervening years with the exit at 5% by 2030. And our adjusted EBITDA goes from EUR 720 million to EUR 745 million to a EUR 1 billion plus, taking the full benefit of North Star 2030. And the free cash flow from minus EUR 85 million to EUR 55 million -- minus EUR 55 million in 2025 to a 30% to 35% free cash flow conversion on our EUR 1 billion EBITDA, bringing us to EUR 300 million to EUR 350 million of cash. 2026, as I've said, is when we transition, consolidate and reset. Why? So in terms of adjusted EBITDA, we are at EUR 720 million, and we expect at end of 2026 to be slightly lower than our 2025 number for 3 reasons.

The organic part where the reset has happened, Madalena has already talked about our impact and overhang in terms of Financial Services. We continue to be impacted by that. On the other hand, we are stabilizing the churn in SMB, which was particularly a problem in 2025. We are also stabilizing in enterprise with the POS and terminals delivery, which has been an issue in '25, but we start to consolidate in 2026. So while you still see a negative number, there's a minus and a plus.

We invest in remediation measures. We want to clear the deck for us to grow in the future. We have a backlog of ongoing due diligence, and we want to invest in them so that we're clear on the remediation process. It was one of the points we mentioned as well as part of the Q3, which was how do we level up all our implementation across our various units in terms of remediation and we invest in 2026. And you see a small increase in the transformation plan as we start embracing the 2030 North Star plan.

In terms of free cash flow, from the minus EUR 55 million to minus EUR 85 million, we expect our 2026 number to be at the lower end of the 2025. Again, there's a plus and minus. On the positive, we contain our CapEx. It's the end of spend of Power24. On the other hand, there's a high level of interest costs that we will need to bear in 2026. There's a higher level of tax cash out in 2026 for the profit in the earlier years of '22 and '23. And finally, there is a North Star 2030 implementation cost that you saw in the slide of Pierre-Antoine earlier.

In terms of the revenues now looking forward to 2030, the building blocks is again staged 2 steps. We guide -- we expect to be at a low single digit in 2026. And then we are doing the 4% and 5% that we've talked about over the plan. And there, you see still the overhang on Financial Services in 2026 in terms of revenue. In the midterm, on the Financial Services, we are growing on issuing and digital services with the plan that Madalena has outlined. On the SMB, as Joachim has outlined, we've got to defend and grow our key markets in Western Europe, Switzerland, Benelux being key markets. He's also explained how our channel to market in the Nordics has been through ISVs. It's still a strong market and continues to grow. And through partnerships, we need to still defend and grow that market.

And then there's the CEE, where we have been growing quite a lot in the recent past, and we expect to continue to grow there, and it's broad-based across all verticals, and we expect CEE to be an important part. On enterprise, we have been lagging behind a little bit on retail, and we've been growing a bit more on travel, and this is an unfavorable business mix. And we expect now to, in the midterm, regain our retail footprint. In Global Commerce, we'll be selective in terms through our innovative products, including agentic commerce to grow on Global Commerce. So strength in core markets, unlocking midterm innovation and outpace market growth will be the key for us to beat on revenue.

On adjusted EBITDA and free cash flow now. Looking at '26 to 2030, we've again looked at what are the 2 important parts between EUR 700 million to EUR 1 billion. We've got EUR 150 million of organic that flows with the volume growth as well as us to protect the contract margins. And then the EUR 210 million that's been pretty well articulated by Candice and the rest of the exec team so far as to what are the 4 pillars on which we secure the EUR 210 million. How does that flow into free cash flow is while we have the dip in 2026 or the negative number in '26 as compared to 2025, we are going back into cash flow territory, which is positive in 2027 and progressively grow to 2030 with the EUR 300 million to EUR 350 million. And what we absorb in there is another EUR 120 million of interest cost. Now that's an estimate at the time of 2030, subject to market conditions and how our liquidity is. But that's an assumption right now in 2030.

Looking at what is in the cash cost components below adjusted EBITDA, we've got primarily 5 blocks. On the left-hand side, you see there is EUR 800 million of cash cost. The first one in purple is the CapEx and capitalized development costs for EUR 250 million for the scope we are presenting today. EUR 240 million is the restructuring and integration costs that we'll incur in 2025, EUR 130 million on leases, EUR 140 million on cash and EUR 50 million in terms of interest. If we forward that on to 2030, we expect to have the same level of CapEx absorbing inflation at 2030, which will bring our level of CapEx on sales from 6% to 5%. And with the platform convergence that we've outlined, we expect to have much lesser maintenance CapEx that gives us room for discretionary CapEx on spending on more innovative platforms in the future.

Of course, at the end of the plan, the restructuring and integration costs fall close to 0. We still optimize and absorb inflation in terms of leases by the end of 2030 by optimizing our real estate footprint. And we have a tax cash out at EUR 140 million, and the interest cost is at EUR 120 million, which is embedded in our cash flow. From 2026 to 2030, what are the 3 key polls of our capital allocation strategy: Invest in the Worldline transformation, balance sheet strengthening and deleveraging and the EUR 500 million capital raise is an important aspect of that as far as immediate concern is, and then we bring future cash flow during the plan and portfolio streamlining that Pierre-Antoine has talked about in terms of our noncore assets that we'll continue to engage on.

So it's a critical step now in terms of our group transformation. The EUR 500 million contemplated capital raise will bring our level of leverage from 2.6 today to under 2 by end of 2026. The operational transformation plan, returning to profitable growth and cash generation in 2027 will generate between EUR 600 million to EUR 700 million of cash over the plan. And the pruning strategy will bring us EUR 350 million to EUR 400 million of cash in 2026.

A brief moment on the structure of the capital raise itself. Wilfried mentioned that, Pierre-Antoine mentioned that. So in terms of transaction structure, it's a dual construct. We have a reserve capital increase as well as a rights issue. The reserve capital increase brings us EUR 110 million and the rights issue will be EUR 390 million. And the 3 strategic investors are bringing the EUR 110 million in the reserve capital, and there will be another EUR 135 million on the rights.

And this way, we have covered half of our total rights issue and the rest will be brought in through the free float. The transaction rationale is, of course, as Pierre-Antoine mentioned, it gives us all piece, gives us financial flexibility. It anchors a stable base as reference financial institutions as our shareholders and secures our strategic ambition. The investors' commitment, as I said, we're going to be investing the EUR 135 million into the rights, not selling the reserve capital in the meanwhile. And then 180 days after the rights as a lockup before, of course, subject to customary conditions. Timing and approval, we target Q1 subject to AGM approval 2026.

Looking around our liquidity. We expect at the end of December 2025 to have EUR 1.1 billion of cash. With the contemplated equity at EUR 500 million, we still have the undrawn RCF, which has not been drawn ever so far, and we don't expect to, EUR 1.125 billion. Against that, you have the debt maturity profile in the future. And below that, you have the M&A cash in and cash out that we have. M&A cash in, I've already addressed. And cash out is between EUR 230 million to EUR 330 million with a couple of puts regarding our Greek and Italian JVs, and we are discussing with our partners on both the valuation and the timing of settling them.

Looking at the deleverage options beyond the plan after the less than 2 by 2026, we'll continue to deleverage with the organic plan bringing EUR 600 million to EUR 700 million of cash. So enough liquidity to face all the upcoming debt maturities. So the new Worldline, you've seen that a couple of times now, last time now, which is to bring the 4 buckets of EUR 210 million, 75% are in the converge and integrate part, which is really the core delivery. And the simplification and growth brings in the remaining 25% in order to achieve the EUR 210 million. And the organic part is the volume growth and contract margin protection. And then we bring back the 2030 targets that we've just been discussing on growth, adjusted EBITDA and cash. And I conclude with that. By 2030, Worldline will have achieved profitable organic growth acceleration an efficient and agile operating model, renewed free cash flow generation and provides us with the right basis for capital allocation optionality that will be value creating for all stakeholders. Thanks for your attention. I now bring back Pierre-Antoine to conclude. Thank you very much.

Okay. So I hope you're still alive. Just a quick closing remarks, and then we can have time for questions. So obviously, we have been in very challenging times over the last 2 years. The good news is that the way we have addressed them since spring have already brought very visible results even operationally. And the motion that Joachim has demonstrated is really happening, and you've seen that already in the Q3 performance. And that shows -- that demonstrates that the foundation of this company are there. And that's something which is very important. Second message, there is a very strong commitment to be back to sustainable growth and solid free cash flow generation. And we want as a team to fix this situation once and for all. Third message, one of the key topics of our strategy is to focus on our core markets in Europe and in payments, where we have a strong right to win and where we have the scale. We have a plan to build this robust operating model, 4 drivers, very simple, very documented, progressive, simplify, converge, integrate and growth.

We have a renewed management team, which is committed on that. And my personal commitment is to debrief you on every quarter on the milestone that we have reached. Thanks to the capital increase, we are having a robust financial structure and Srikanth has demonstrated it. This is super important for us. This is super important for you as investors, equity and debt investors because that gives us the peace of mind to navigate towards our North Star being this leading and European partner of choice in payments for banks, financial institutions and merchants. Thanks a lot, and happy to get your questions with Srikanth coming back. Thank you.

So now we have the time for a good Q&A. Just a quick reminder how it works. [Operator Instructions] So then I think we should kick off. Perhaps we can begin with the gentleman who already has the mic in his hand half way at the back there.

Emmanuel Matot from ODDO BHF. Thank you for this presentation, this road map. So 2 questions. First, a significant part of your incremental North Star contribution is based on the conversions of your platforms. What makes you confident to succeed in? It seems very complex considering that job was not done before at Worldline. And my second question, you don't speak about Crédit Agricole in France and your joint venture. Maybe we can have an update on it. And what level of contribution do you expect from this joint venture for your road map in the next 5 years?

Okay. So on the platform convergence, I would say the paradox is that a lot of the preparation has been done over the recent years. I mean, the fact that we have those target platforms that have been identified on which we have reinvested in terms of functionality to make sure that they were meeting the needs of the market is something which is an asset now for us, okay? The second element is that, as you've seen this year, there is an increasing momentum in terms of termination of non-target platforms. And what we see in our backlog to some extent, if I may say so, that a lot will happen again in 2026 because we are ready for most of what has to be done in 2026. And so we know that '26, '27, '28, we will have done and we have -- based on what has been done, we have a good level of comfort, okay? And then '29, 2030 will be more the financial services convergence because the commitments we have with the banks drives us up to '29, 2030 because, obviously, the banks, it's more complex. So nothing is granted.

But I think that where we stand today, we are quite clear and quite robust in the assumptions for '26. And we are -- we've been gathering the commitments of customers, especially the enterprise customers, typically between the legacy SIPS platform on e-commerce in France towards GoPay. And on the acquiring, we know what we will do in terms of convergence in '26, especially starting with the Italian market.

Okay. So that's on convergence. And convergence is not rocket science. You just need to have the right features, okay, available for the local markets because that's the way it works. And then to take your customers sometimes by the hand when it's large merchants or sometimes it's just different APIs on which they need to integrate so that they move to your acceptance platform. So once we are mature enough and which is the case, once your scope is stable, which is the case, you can deliver easier.

The second question, Crédit Agricole. So I mean, here again, the situation was a bit stuck at the beginning of this year, to be honest. Since then, we've been moving quite well. So now GoPay is distributed within the Crédit Agricole branches, thanks to CAWL. We are starting probably in Q3 this year, the distribution of in-store solution to small merchants. And we are expecting, hopefully, by the end of the year, the license from the local regulator, the ACPR to start acquiring out of CAWL. Is it meaningful in '26? The answer is clearly not. It will be even negative in terms of cash flow generation. So it will be a ramp-up that will be progressive in the years '27 and more '28, '29. So do not over speculate on the magnitude of impact of CAWL, but the partnership is doing well.

This is Herve Drouet from CIC Market Solutions. Thanks again for the presentation very energetic, and we hope best wish of success basically in those challenge. Coming to my 2 questions. The first one is back to convergence because a big part of the savings is linked to that. So obviously, we will scrutinize that pretty strongly. What, in your view, are the biggest challenge there to do this convergence? And why the banks in the Financial Services will make so much time to transfer? What are the constraints on their side that prevents you to accelerate the convergence -- because as you said, it's not rocket science. So that's my first question.

And the second question is more regarding to the cash and where does the cash sit? So in the new pro forma model, so if we exclude your divestment, so I guess you have EUR 1.1 billion cash, if I'm correct. In that, how much will sit at the holding level? How much will sit at the subsidiaries level? And how much do you keep to -- you need to keep at the subsidiary level? And should we expect that level of capital -- working capital at the subsidiary level to be reduced as you converge towards lower number of platform?

Okay. So maybe I will go quickly on the first question, focusing on financial institutions. So I mean -- and I've known that from the inside when I was at BPCE. I mean, typically, if you take a card issuing solutions, you are -- you need to embed this solution into your core banking. You need to embed those solutions into the mobile app and the digital journey of the bank. So it touches many fronts of the banks as such. And you know the -- I mean, the IT of a bank, I mean, it's a bit traditional. So it takes some time. They have issues in terms of priority as anyone and so on forth. And so -- and that's also my experience. I mean, migrating from one platform to another platform, it's some kind of 2-year journey.

Yes. On the cash, what we presented over the Q3 was EUR 500 million in subsidiaries, which was not part of the cash pool. And what I did say during the Q3 is we were taking actions to reduce that number down. And we'll continue to work on that number, and I expect that to normalize around EUR 300 million to work for our subsidiaries' working cap needs and centralize as much as possible, either through dividend upstreaming or through putting them into the cash pool.

And your second question was on the level of minimum cash we need. I said during as well during the Q3 call that it could be anywhere between EUR 600 million to EUR 750 million. I would still keep that range until we have stabilized on our business in terms of cash flow generation. We have headroom in order to keep that. And again, I'm 2 months into the role. I need to understand better our interest volatility, and then that's something that we will continue to optimize. But for now, I'll keep that.

It's Mohammed Moawalla from Goldman Sachs. I have 2 questions and one clarification. Firstly, thank you for the presentation. Again, back on the platform convergence you're obviously -- it's a pretty ambitious plan to kind of streamline. In the payment industry, many have kind of tried. And we've seen very few, at least I have no recollection of a truly successful kind of convergence and transformation plan. So kind of why does it work? And one of the other things I've seen is your CapEx suggests it's going to be broadly kind of similar over the period, whereas others like Worldpay, I think Nexi kind of called out at least a medium-term step-up in that CapEx, which obviously then drives down maintenance CapEx over time. So why would that be the case and why you wouldn't need to perhaps spend more on CapEx?

Second question is, obviously, SMB is a large chunk of the business. We've seen the kind of concept of platforms really take off in the North America market. It's starting to come to Europe. So it's not just competing against the likes of SumUp, but you see Shopify, ADI and Stripe pushing down. Again, from a kind of competitive differentiation standpoint, what are you doing to stand up against that competition? And then my clarification was on the cash restructuring charge, Srikanth, is that roughly about EUR 90 million cash cost to generate the EUR 210 million of synergies? Or is it more in line with the cost savings?

Should I take the first one? So to generate the EUR 210 million, the plan is costing us EUR 205 million. We had only the first 2 blocks that was put, but it was -- it's going to cost us EUR 205 million to generate EUR 210 million. And the EUR 210 million as well, we had a figure of EUR 620 million, which will be the full return over the period, moment. And you had another question on the...

So on the convergence again, I mean, it is just a question of discipline on that front. And I mean, the opportunity that we have to some extent is that we have such low level of expectations in terms of growth and cost reduction in the very short term that we afford and we can afford what those who are still in a very high level of guidance cannot afford, okay? And I mean, I've been in this industry for a long period of time. I mean, doing -- I mean, executing convergence that works. I've done some when I was at BPCE. We've done some at Worldline.

Candice has done some in their previous role. Again, there is no magic. It's just the fact that when you do that, it's an effort, it's a cash out and you need to make that happen. But again, the good thing and the good news in where we stand today is that a significant part of the effort has -- is already behind us, okay? Just to give you an example, between the Ogone legacy and the GoPay platform, okay? So that's more or less the same product. I mean we just have a remaining bulk of 1/3 of the portfolio of Ogone to migrate to the target GoPay, okay? And that would take 1 quarter, David, if I'm correct, in 2026, okay? So that's the answer. I mean, the proof would be in the pudding, but that's basically the answer.

On SMB under the control of Joachim, I would say that I mean, for sure, we are taking the wave of the ISVs and the platforms that you are referring to. As you can see, we are not starting from nowhere. It's already 20% of our go-to-market in SMB. What we have today is the multi-local presence, which is in a fragmented market like Europe, which is a real asset. And if you take the European market, the ISVs are much less strong than in the U.S. or in the U.K. because it's such a tiny market each time where you need to invest on the local specificities of the local market, including in terms of VAT, way of working, payment method and so forth that the ISVs that are successful in most of European market are local domestic ISVs.

And this is where we have an edge as compared to Adyen or Mollie because of this very detailed footprint. Then what we missed today, what we were missing is this Worldline for platform solution that Mollie has that Adyen has, okay, and that we have through OPP in which Worldline invested a few years ago that we now have and where we have made the bridge between EMV solutions, so payment terminals and on GoPay when to accommodate this type of products. And we did sign in the last 2 months, I think, 3 distributors, 3 ISVs, which like our solution as well as they would have liked the one of Mollie. And so once we are at par with this solution, then remains the multi-local footprint, which is our USP.

Fred Boulan, Bank of America. Two questions, please. First of all, if we can come back on the capital increase. So you mentioned strategic flexibility, stronger financial position, backing from reference shareholders. But if we can be a bit more precise on the rationale of raising EUR 0.5 billion with shares at all-time lows considering a high cash position, high liquidity, upcoming proceeds from asset sales. So can you share a bit with us what you want to do precisely with that cash? And secondly, coming back on the June Saga, if you can update us on any review of your construction platform? Any further thoughts on potential areas that you might reconsider any legal processes going on?

Do you want to take the first one?

Yes. Thanks for the question. One of the key areas that we wanted to also say, as we mentioned, was to reinforce our capital structure. You've seen our secondary bonds trading percentages, which have been extremely high. And we are also on an S&P with a BB with a negative outlook after having been downgraded 2 notches over the summer. And our 2026 cash flow was not looking good neither.

So with having that peace of mind to fund the transformation plan and to stop the negative spiral in terms of our rating because one of our key vectors to grow as well is Financial Services, like we have said, we want to be seen as -- and you've seen that we are systemic in the payment system. We need to have a rating which commensurate with the responsibility we have in that regard. So this was a first step for us to shore up our balance sheet, make sure that we have a capital structure, which is stronger. And then progressively, we can start stabilizing our rating with the cash flow generation in the future and gives us a bit of runway for 2026, without which I think we'll continue with our downward spiral, and we wanted to short circuit that.

Okay. So on your second question. So obviously, this media campaign has been, I mean, a real destabilization for the company in terms of brand. And that's the reason why quite quickly, I think it was day 3 of the crisis, we decided to do external assessments on our risk framework and the way it is implemented, that was Oliver Wyman. And second, on the portfolio of merchants. The outcome of that, I mean, we've been quite clear, I think, last week or 10 days ago, the framework is fine. It's in line with the benchmarks. The rules are defined, the processes are defined. We are on the benchmark. What remains is the standardization among our various regulated entities, okay, which is extremely important to ensure the robustness of the way we control -- our controls, if I may say so. And so that's one topic, which is to make sure that we centralize more the way the policy of the group is implemented, is enforced in the various regulated entities so that when we do the controls, it can be industrialized and it's not a handy type of control.

The second topic that remains is that in terms of industrialization of our processes for the KYC, for DODD, for transaction management, we are not industrialized enough, which is a bit linked to the first point, this excessive decentralization of our setup. And that's why a significant part of the plan is linked exactly to that. Say, okay, now we do that centrally. We will do that out of our GCC in Poland, where we can industrialize and that's all the plan presented by Candice. So what does it mean ultimately that, first, we have some remediation to be done because we still have some stocks of ongoing due diligence, which are not up to date, okay? And that's a cost that we will face still in 2026, as Srikanth said. There is CapEx in the plan to have this industrialized solution ready, okay?

But the good news behind that, if I may say so, is that even if we are not fully standardized, when we do the audit of our merchant portfolio, would it be the high-risk portfolio or the overall portfolio, which is what Accuracy has done in the meantime. The conclusion was very clear on the fact that there was no -- I mean you always have some merchants which are not in line with your rules or your risk appetite but they have confirmed that it was extremely marginal in all our regulated entities. So the picture is very clear for us, and I hope it is now for you. And as we said, I mean, I'm coming from a bank. Madalena is coming from the banking system. Joa, he is also, I mean, very senior and experienced in that topic. I mean there is no compromise on that front for us, and that's why we are putting all that money in '26 to fix that once and for all.

Then there is the question of what are the implications of all this media story for you with the regulators, with the legal proceedings and so on and so forth. So obviously, we've been welcoming many regulators in various entities who wanted to understand what happened, if they had missed something and so on so forth with special focus, I would say, on the Belgium one, okay? So we will see what comes out of that. We are obviously cooperating with them as much as we can. But the important information is that we don't have significant issue in terms of high-risk merchants in our portfolio. And then there are some legal proceedings that as you know, some have been I mean, announced naturally initiated in Belgium. Some are making progress in Germany, and that was in the news yesterday. We will face that. I mean we are quite clear on where we are today, and then we will manage as much as we can.

I'm going to take one of the questions from online, and then we'll have a couple from the room before we wrap up. So online, someone has asked, where do your cost savings come from? Is it people costs, IT spend, lower external spend or other areas?

Yes. So again, from the North Star, where we are talking about GCC, it is of course, a kind of concentration or reducing the fragmentation, and it provides us an optimal way to leverage a lower cost of execution in the way of working and through automation. So there is a people cost, which is a factor. And on the top line as well, we've talked about the business mix where we want to rebalance and that starts protecting our contract margin. That provides us -- and the scheme fee optimization as well we've talked about, and that has 2 vectors. There's a part of the organic portion that I presented. And of course, as Candice was talking about, there is a 20% of the 200, which is in the revenue management in terms of growth. So we are attacking both the top line profitability as well as our cost base structure in order to optimize. And of course, subcontractors is part of our cost structure, and that should automatically be a reduction as a result of our plan.

Sorry, did you want to add?

Yes. Maybe just to add to be very clear. So obviously, that means reduction of headcount, okay, especially in Western Europe. The way we see its considering the staged approach that we have for this plan that it will be cost reduction -- headcount reduction of something like 6% to 7% per year in Western Europe, which is something that is, I would say, quite much easier to manage because you have the natural churn, the natural turnover of our headcount. We have reskilling opportunities that creates some potential to reemploy people or to change their roles. So we are, to some extent, and that's also, as I said, a way that we have to reduce the restructuring cost and to make that much more acceptable by the organization. So it's not that we do that slowly because we are -- we don't want to face the situation. It's more that the way we have designed the plan as a consequence will help us to manage this evolution of headcount in a more smooth manner.

I think looking at the time, we'll probably have to just have one final question from the room, but you so you've been waiting very patiently. We say yes, please go ahead.

This is Justin Forsythe from UBS speaking. A couple of questions on my end here, if you don't mind. So first, I wanted to talk a little bit about Srikanth, the plan for next year. So again, we've got a few different components in there. I think the low single-digit growth in revenues, we've got EBITDA declining. I wanted to focus on 2 other components to get to the free cash flow, which is the restructuring really. So maybe you could just talk about EUR 40 million, I think, cash out next year. Can you just talk about one of the components of the restructuring in cash that you're going to be spending next year? What is it that you're actually spending on? And by historical standards in the context of other companies, it seems like, honestly, quite a low amount of restructuring. I know you have more phasing. And that's what I wanted to understand as well as I think you mentioned in response to another question, EUR 205 million overall. I believe I saw in the slides, the EUR 90 million that was mentioned by the prior analyst. Could you just help us understand what the delta is there?

And Pierre-Antoine, a question for you. You used to run Ingenico ePayments. Obviously, that's still part of the business as it exists today. I mean, maybe you could talk a little bit about what you came back to. I mean, has it changed at all? Has it improved? Have there been innovations? And what is the competitiveness of that solution set within the market, whether it's Global Collect, I mean, you talked about upgrading the API. It seems from afar that these solutions are some of these solutions, which are losing share in the market. So maybe you could just articulate your prospects for that business going forward and how it's changed since your time at Ingenico back from 2017, 2018?

Right. So the EUR 200 million we're talking about as restructuring cost is related to the North Star 2030 plan. And therefore, that relates to those 4 pillars we talked about. When you look at the 2025 where we had EUR 250 million of restructuring, out of that, we had something like EUR 90 million related to the Power24. And that -- while that dies down to something like EUR 10 million in 2026, we still have a substantial amount of restructuring costs, which are already engaged, and we'll continue to have a base level of restructuring costs or, let's say, integration costs, which is based on our IT systems for finance applications or we had some regulatory costs in terms of the investigations we've been doing it in Germany for the last couple of years. So there are costs on top for 2026. We are still looking at EUR 170 million, EUR 180 million of restructuring rationalization and integration cost. That's weighing down.

So while the Power24, EUR 80 million goes down, what I was mentioning was that EUR 35 million of that has been taken up by the North Star 2030. We do have other rationalization and integration costs already engaged, which we'll need to have as a cash out. But progressively, that starts to reduce, and we start going in around an EUR 80 million run rate, EUR 50 million, EUR 60 million coming from the North Star and 2030 on top. So that's really -- and then we finally come down to a EUR 20 million at the end. So that's a gradual reduction. It's not like we go from EUR 250 million to EUR 40 million tomorrow and then EUR 20 million thereafter. I just want to clarify that.

And the one other part of the question I meant to ask you and just slip my mind at the minute was the RCF. I mean, you've got, what, EUR 1 billion in capacity. Why is that undrawn? Like if you have such potential challenges in liquidity, like why not draw on the RCF at potentially a lower cost to your shareholders?

There is no covenants on the RCF. Again, it's not so much about I think by just drawing on the RCF is not going to help us reduce the leverage of the company. It's going to provide us liquidity, but not leverage. For us, the issue is leverage as to -- if you see how the bond market is dealing with it, it's not normal, and it's not just a liquidity concern, I would think.

Yes. So on your question, you have good memory. I think the 2 main evolutions of Global Collect as compared to my first time, if I may say so, they did invest a lot on the platform. So the new API, the new portal, the new back office that were -- the project that we have to be more competitive on this market and they've done it. So they did -- they executed my dream, if I may say so. And the second thing they've done well has been to focus on the segments on which they wanted to compete and to narrow down the dispersion in terms of geographies, in terms of teams that were a bit everywhere. So typically, they managed to -- and that's one of the platforms or 2 of the platforms that we have shut down this year, which were 2 platforms in Latin America, and they managed to repatriate most of the customers to Global Collect, which means that we have -- we are reducing the cost because we don't need to have the guys to run those platforms. So I think that's the point.

Today, they are quite competitive on those verticals on which they are -- and the challenge now for the team because we are also quite strict on the risk appetite that we have there because it's heavy merchants in terms of risk. So the challenge for them is to find ways and means to grow with a risk appetite, which is defined.

So I think we need to wrap up this Q&A session there. But I don't know, Pierre-Antoine, if you want to say a few final closing remarks?

No, no, I think that's it. I think then we could have many more questions. So we have a call with the analysts in the afternoon, if I'm correct. So that will be the opportunity to answer more questions for the investors who are in the room. And then obviously, we have to manage the business, but we will be at the same time on some roadshows with Srikanth in the coming days and weeks and starting with Barcelona on the 11th and the 12th of December. So...

November.

November. So I don't want to make any advertisement for that conference just as the other brokers. But so -- and we are available, obviously, for calls as needed. So thanks a lot.

Thank you very much.

Good evening, and thank you for standing by. Welcome to the Worldline Q3 2025 Revenue Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Pierre-Antoine Vacheron, Worldline Group CEO. Please go ahead.

Thank you, operator, and thanks a lot to all of you for joining our Q3 revenue call. Before we begin the presentation, let me welcome Srikanth Seshadri who joined as our new CFO, last month and who is here with me today. Some of you may have spoken to Srikanth already, and you'll have the opportunity to meet him obviously, at our Capital Market Day on the 6th of November. I must say I'm super happy to have Srikanth on board with me. He comes with extensive experience at Alstom, and I can tell you that he already have the big impact on the organization.

So maybe to start with the key highlights. I will not comment the whole slide, but what you can see on this slide is that Q3 has again been super active as this management is acting with a true sense of urgency to put the company back on track. Our Q3 revenue performance is in line with expectations, with the good news of stabilization of revenue at Merchant Services versus last year Q3 and the slowdown of the decline on Financial Services. These results that Srikanth will comment more, combined with the underlying trends that we see allow us to confirm the guidance of July in a narrower band between EUR 830 million and EUR 855 million of adjusted EBITDA. And the free cash flow, including the increase of financial cost, that would be between minus EUR 30 million and 0 plus, depending on the EBITDA.

This performance of Q3 is linked to the positive impact of the measures that we have taken since April. As you remember, one of our key challenges was the unavailability of next gen Android-based terminals. This topic is almost behind us, which enable the management together with the improvement of customer satisfaction to stabilize the churn in several geographies.

Same with the ramp-up of our Soft POS which proves to be super competitive in the various segments and verticals where we deploy it. It's not big volumes, but it shows that Worldline is well positioned in emerging customer journey.

The successful launch of Wero with the first pilot in Germany, the first ramp-up of GoPay e-commerce offering in the Crédit Agricole branches, the commitment of several enterprise merchants to migrate to GoPay are other testimonies of Worldline in motion.

And I could give other examples of this, notably in Financial Services with the successful deployment of cards from our next-generation issuing platform within the portfolio of a large Dutch bank.

During Q3, we finalized the review of our merchant portfolio and the assessment of our risk framework. What is super important for you to get is that we confirm today based on the results on the analysis done by accuracy that the group's merchant acquiring and collecting portfolio is generally mature and that no material offboarding is expected beyond the merchants that were already offboarded since 2023.

We are also continuing the review of the technical orchestration layer that could lead to some decommissioning of some merchants, but the impact in '25 will be marginal. On their side, Oliver Wyman concluded on the assessment of our compliance and risk framework. Their evaluation confirms that Worldline has made significant progress in enhancing its risk and compliance framework in the recent years. The AML framework and governance according to them, are well defined according to benchmarks, but we need to improve the harmonization of their implementations across entities, which we knew. This is what we are committed to do through industrialization and automation across our global competence centers.

As you know, our transformation road map includes the divestment of assets, which we consider as non-core. Today, we announced our entry into exclusive negotiations regarding the -- divestment of Worldline North American activities for an enterprise value of EUR 70 million. Worldline North America provides online and in-person payment services to SMBs across Canada and the United States in the range of specialized verticals and its perimeter represents a turnover of EUR 60 million in 2024 and EUR 8 million of adjusted EBITDA. This contemplated transaction is a significant milestone after MeTS in our journey to simplify the scope of this company. It is expected to close in the first quarter of 2026, subject to usual customary approvals.

Regarding MeTS that we announced last July, the process is progressing as expected. The signing of the share purchase agreement is expected in the coming weeks, while the closing of the transactions should happen in H1 2026. Ahead of this -- and in anticipation of the disposal of MeTS, we have decided to move to the next phase of simplification and streamlining of the organization. As you know, we renewed the leadership team in the last month to have greater diversity and increase the range of competencies.

In the past few months, we have welcomed Candice Dillon to head our Technology & Operations. Srikanth has joined as new Group CFO; Anika Grant as Group Head of HR; and Madalena Cascais as new Head of Financial Services.

To make it simple, as Merchant Services will represent something like 80% of the revenue of the company. We are going to drive our Merchant Services business directly at the ExCo level, delayering the organization. I will take myself direct ownership of the go-to-market, while Candice will take ownership of the operations. This new setup will help maximize synergies between FS and MS and have a direct grip on the transformation journey ahead that I'm looking forward to share with you at the CMD on November 6.

I would like now to hand over to Srikanth, who will enter in detail in the performance of the Q3 in our various business lines.

Thank you, Pierre-Antoine, and good evening, everyone. I'm very happy to join you for my first results call at Worldline. I'm aware of the challenges we are facing. And I've been working with a refreshed management team across the organization, and we're all quite motivated -- highly motivated, I would say, to deliver the turnaround plan to restore growth and cash generation potential.

Now looking at Q3 2025, Worldline delivered external revenue of EUR 1.15 billion, in line with expectation, representing an organic decline of 0.8%, with Merchant Services decreasing 0.1% or down 3.5% on a net-net revenue basis. The lag in NNR versus published revenue was mainly due to merchant and product mix.

Financial Services was down 4.5%, with a decline versus H1, moderating after the end of client in-sourcing in Account Payment division. And finally, MeTS revenue was up 0.6%.

Turning on the next page to the detailed segment analysis. In Merchant Services, we delivered Q3 revenue of EUR 862 million, broadly flat year-on-year in organic terms, but underlying was slightly higher year-on-year when excluding the hardware base effect. Looking at the trends by go-to-market. In large enterprise, the segment was impacted by lower performance on terminals, as Pierre-Antoine was alluding to earlier as well as lower volumes in the retail vertical.

On the positive front, our acquiring business has stabilized with good performance in Italy and in the Nordics. Our travel and hospitality franchise continued its momentum, thanks to new client wins and growth of our business with existing clients. As illustrated by the logos on the side, our offering for airlines continue to expand. We notably signed a partnership with YeePay in China, where YeePay will be integrated into our dedicated travel hub platform and our acquiring capabilities.

We also signed a couple of new customers in the hotel space and expanded our offering with Arabian food in retail and the Avis Budget Group.

Then in the small and mid business, small and medium-sized business, while our performance was affected by the lack of availability of next-gen terminals in certain markets. This issue has been materially fixed, and our solutions are being rolled out. The stabilization of our churn has thus been confirmed during the summer. Our growth dynamic in Central Europe remains robust and broad-based across all verticals.

Last, in our joint ventures, we continue to see solid market share gains in Italy, thanks to progressive migration of Credem and CCB merchants. On the other hand, Germany performance was more difficult in acceptance and in terminals. Although situation has improved in SMB main channels, i.e., direct and savings bank, the partner channel is still suffering.

Now looking at the FS Q3 revenue developments. Card-based payments processing revenue was broadly stable. We benefited from new contracts as well as upselling and volume increases on existing customers. These positive developments were partly offset by the descoping of certain activities of acquiring in Benelux and in Italy. Digital Banking revenue was impacted mainly by lower SMS activity in France, and, to a lesser extent, ideal volumes in Netherlands.

Finally, account payment activities were held back mainly by a decline in transformation projects. Our Account Payment was the main reason behind the drop of the segment's revenue decline as the other 2 segments were broadly stable to slightly negative.

In terms of commercial dynamic in Q3, Worldline won a contract with GarantiBank to plug in merchants for e-commerce, acquiring services as well as contracts with large banks in Italy and Netherlands for verification of pay, Wero processing and client migration to the target issuing platform.

On Mobility & e-Transactional Services, segment delivered positive organic growth in Q3. Transport & Mobility subsegment benefited from higher volumes in the U.K. rail sector and from higher activity in mobility projects and ticketing systems in France. In omnichannel interactions, we saw good growth in LCL in France but faced a high comparison in license deals from the prior year.

Finally, we had lower revenue and trusted services as a result of certain contracts coming to an end and lower volumes for our connected vehicle solution in France. In Q3, Worldline was selected by the French Services and Payment Agency for the management, coordination and functional design of agricultural aid solutions in France. The business unit also renewed its contract with the rail delivery group in the U.K. for several years. Worldline will modernize and transform its service offering by migrating the solutions to a Google cloud-based service and replacing the existing ticketing software.

Finally, on the guidance. Based on the performance of the first 9 months, we narrowed the 2025 guidance, which is still within the range of the guidance we provided on the July 2025, a low single-digit organic decline in sales and adjusted EBITDA of EUR 830 million to EUR 855 million and a free cash flow of minus EUR 30 million to EUR 0 million plus.

Before handing over to Pierre-Antoine to conclude the presentation, I would like to mention that we have a slide in the appendix related to the notional cash pool mechanism that would clarify several inbound questions from the financial community on liquidity management. I have looked at the setup, which has been in place at Worldline for over 10 years where the subsidiary cash pooled into BMG, which is a subsidiary of ING and used for offset at the parent to pay down debt.

My conclusion is that it has been functioning smoothly and efficiently, and I'm willing to take any questions during the Q&A. We look forward to providing you more details on our transformation plan and the free cash flow outlook at the Capital Markets Day on the 6th of November. Thank you.

And now I hand you back to Pierre-Antoine.

Thanks a lot, Srikanth. So as you can see, we achieved a lot during this quarter as per plan. We fixed most of the urgent issues that we had in terms of product delivery and Q3 revenue demonstrates that we are stabilizing our business. This allows us to confirm and to narrow the guidance for the full year. We deliver according to plan the divestment of noncore activities with the second announcement, and we simplify our operating model to drive efficiently our transformation and reduce our cost.

I look forward to meeting many of you at the Capital Markets Day in Paris in 2 week's time, where you will have the opportunity to meet a number of representatives from the Worldline top management and where we will be outlining the group's ambition for the medium term. Thank you very much for your attention, and I'm now ready with Srikanth to take your questions.

[Operator Instructions] We will take our first question, and the question comes from the line of Frederic Boulan from Bank of America.

Maybe first question, Pierre-Antoine, on your thinking on HBR merchants. So as CEO, do you think the right approach is to keep all the merchants you can legally work with or you want to add an extra layer of prudence and potentially exit some more questionable segments?

And maybe a question to Srikanth. I would love to have your initial impressions looking at the company with a fresh pair of eyes. Where do you see the strongest upside opportunity? Any thoughts on the cap structure? I mean, you mentioned the cash pooling structure, but would love to hear any thoughts at this stage around the kind of approach to cash, cap structure, credit position, et cetera.

Thank you for the question. So I'll take the first one. So I think what is super important is that the framework that we have is according to benchmarks, exactly where it should be in terms of standards of control. The question that we have or the topic that we have is to make sure that each and every entity, each and every regulated entity is applying exactly the same framework in the same manner so that we can ease the internal controls.

On the portfolio, so the portfolio is -- again, I mean, we've done extensive screening which gives us the comfort on the quality of the portfolio and on our ability to scrutinize it. So there is no reason to change the policy at the size of this company, all the players to have these type of activities because that's part of the market that we are addressing. The point is to have the proper controls that we are not caught in reputational issues again. Obviously, what may happen is that considering the cost that you are encountering to control these type of merchants where the schemes are much more demanding than standard merchants, we may revisit the threshold of the merchants that we accept so that we have the good economic balance and risk reward balance going forward. Srikanth?

Thank you, Pierre-Antoine, and thanks for the question. As far as first views of being in Worldline, 2 things are important for me personally, a sense of belonging and sense of purpose. And I found that in abundance in Worldline, and the whole team is energized to deliver the plan.

In terms of the specific question on the cash, again, there's been a lot of questions inbound on our way we manage cash. The cash pool mechanism has been a flexible operational model for the last 10 years, and we can go further into it specifically, if you have a question around the cash pool and in terms of managing our own liquidity. In terms of the capital structure and the overall financial plan, we will be dealing with that during the Capital Markets Day.

Your next question comes from the line of Justin Forsythe from UBS.

A couple on my end. I wanted to go back to the cash flow, apologies to pile on there. Maybe you could just talk a little bit about the minimum required operating cash at a subsidiary level. So is there -- whether it's on a per subsidiary basis, whether it's on an aggregate basis, I mean I see -- and that's a great slide. Thank you for providing it. The EUR 2.3 billion in cash you have at the subsidiary level, what is the minimum operating cash? Because I would presume you don't want to get anywhere close to hitting that level. Are you able to give any lean as well as to what your pro forma 3Q cash is given all the questions that have been coming in on it?

And is there any increases or changes to your collateral requirements with Visa or Mastercard as a result of your change in credit rating or any increased capital requirements really anywhere across your operations?

And then one follow-up. Maybe you could just talk about the different dynamics in churn. I know you mentioned Germany specifically seems like things are not improving there. Maybe you could walk through a little bit in more detail the dynamics at play as someone taking share off of you or are unit economics compressing? Is there certain verticals where you're seeing weakness? And maybe just articulate that in a little more detail.

Maybe can you repeat the last question? I'm not sure we got it.

Yes. It was just related to the churn you were talking about in the slide deck on -- in Germany. And just articulate a little bit of the puts and takes and what's driving it? Is it certain verticals? Is it certain activities? Are yields compressing? Maybe just talk about that in more detail.

Okay. Thank you, Justin, for these questions. So maybe I'll let Srikanth start with your questions on the cash flow, [collaterals] and I'll come back on the business question on the churn.

Yes. I'll start with your second question, Justin, and thanks for your questions. As a result of the S&P downgrade, we've not had any change into our business operations in terms of collaterals or anything of that sort.

Now in terms of the cash pool itself, as you see, there's EUR 2.3 billion of cash in the subsidiaries EUR 1.8 billion is in the cash pool structure. And what we have announced during H1 in terms of trapped cash was in the area of EUR 70 million, primarily India and Asia. As in any company, we would like to strive to take actions on the level of subs cash which is now used for working capital requirements locally and centralize as much as possible and reduce the level of cash held in subs.

In terms of the global cash needed to drive the business, we're not a lumpy business, but we do keep a bit of cash for our intra semester volatility in terms of working cap. But as you see there, there is sufficient liquidity at the parent. And with the pro forma -- and we did say that we had a EUR 1.2 billion liquidity end of June, where we posted a EUR 40 million of cash. And right now, the pro forma is between minus EUR 30 million and 0. So I wouldn't expect the level of liquidity end of the year to be substantially different from that.

Okay. Thank you. And so to answer your question on the churn -- to answer the question of the churn, sorry for that. So I mean, one key element of the churn has been linked to the lack of availability of POS terminals, all what I explained since April and the fact that we had missed the window of the Android next-gen terminals in several markets, which is something that we are -- I mean we are finishing to cure as we speak. So that's the first element.

The second element, because when you don't have the terminals, by definition, especially next-gen terminals, the small merchants are going somewhere else. The second reason has been a bit linked to that, but decrease in the Net Promoter Score on several markets, which has obviously impacted the churn of SMBs.

And the third element is i.e. something that we -- on which we are working, and we will share some good news at the time of the CMD that we've been probably a bit passive in terms of digital journey for the small and midsized merchants. That's something that we are tackling now and where we should be in a much more competitive position quite soon in 2026.

Got it. So just to make sure I'm crystal clear. One, you were talking about Germany as well for the availability of the point-of-sale terminals. And two, I guess, like, is there any validity to the idea that maybe you're not able to be in market as much, pushing out RFPs trying to drive new sales because you're dealing with remediating a lot of these issues, and that's kind of hamstrung you a bit on the outbound sales perspective as well, is there any of that tied into this?

No, no, no, not really. It's not really the same teams which are taking care of that. And as you know, we have several channel to market for the SMBs. So we have direct channel. We have partners and increasing share of partners like ISVs in several geographies and we have the banks, partners, especially in Germany. So the topic is not a significant friction coming from the remediation, but it's much more the 3 elements that I mentioned.

Your next question comes from the line of Grégoire Hermann from Barclays.

A few questions for me, please. Just the first one on the revenue guidance for full year '25. I think that still remains a bit a broad guidance. Could you be a bit more specific on what you expect Q4 to be like compared to Q3? Do you think we should expect any improvement?

Then just on the feedback you made from the Oliver Wyman's review. This shows that basically there are uneven standards across entities. Do you expect extraordinary costs from actions you may undertake following that review?

And then lastly, about the orchestration portfolio again. I think you mentioned in the press release that no material impact should be expected in 2025. Basically, how long still this review is going to last? And should we expect any impact in 2026 as well?

Thank you for those questions. So regarding the guidance, if you do the math, you will deduct that we do not anticipate acceleration in Q4. The low end of the guidance would be even some lower performance in Q4 versus Q4 last year as compared to Q3 versus Q3.

We do anticipate and it could be better, but I prefer to be cautious at this stage. We do anticipate to be close to stable in MS. And we do anticipate to be more negative on FS because 2024 Q4, we had a number of milestones that we had reached a license that we had sold, that we do not see as guaranteed in Q4. So that's basically the reasons that explain the low end of the guidance. And since you have a project on FS where you have some uncertainty in terms of reaching the milestones you have some -- still some uncertainty in the speed of recovery in some markets on Merchant Services. We prefer at this stage to have a range of guidance, which I admit would be better if it was closer or smaller than what it is.

Regarding the Oliver Wyman review, should we expect some extraordinary cost? So if the question is, will there be investments to be able to be at the right standard everywhere? The answer is probably, yes. We want to be much more industrialized, much more automatized that we are in terms of KYC, in terms of ongoing due diligence and that will mean investments that would be part of the plan that we would share in 2 weeks from now.

Last question on the orchestration. So we will -- we are not far from having assessed the ability of the merchants on which we have some questions in terms of their own license to get certainty or more comfort in their plans to remediate so that we can make the decisions of keeping them or not. So it's a question of a few weeks probably ahead of us.

Your next question comes from the line of Hannes Leitner from Jefferies.

I would like to double-click on the cash pool structure questions. Maybe you can talk a little bit about -- like you mentioned in the past, EUR 500 million are necessary to run the business. But given that structure, it feels that you need to keep more on subsidiary level. So maybe you can keep -- talk us through that, what is the rationale there and how much more efficiency you can drive there?

And then the second one, maybe just to understand the MSV trends, given that looks like a flat quarter-on-quarter performance and how does this relate to orchestration layer as a whole? Maybe you can quantify the size of the orchestration layer today.

Thanks for your question. I'll probably take the first one. In terms of the subsidiaries cash, what you have said is the level of trapped cash at EUR 70 million. Then there are some cash in the subsidiaries, which still need to be upstreamed through dividends and so on.

We are working through optimizing those balances. They are lower today than the EUR 500 million that we had in December since we don't give the cash numbers, I don't want to talk about them now, Hannes. But that's clearly an area for us to work on to optimize it to the least possible amount and that's all I can say.

In terms of the EUR 500 million, EUR 600 million, in terms of the cash that you've got in the past to run the business, I would say it's between EUR 600 million to EUR 750 million would be the amount of liquidity we'd like to keep.

Okay. And on the question of -- on MSV. So as Srikanth said, our NNR is still declining because of the mix of products and customers. But the MSV is, as you can see in the slide in appendix is progressing clearly in Q3, sorry. I have a doubt because I think on the slide, it's written Q2, but I think it's Q3. So Q3 is a plus 3%, sorry, of MSV.

The orchestration layer, it's totally different story because it's just a pure gateway. So we are not at all in and acquiring or collecting business here. It's a pure technical gateway of orchestration.

Your next question comes from the line of Craig Mcdowell from JPMorgan.

Just the first one, Justin mentioned it, but on the Standard & Poor's downgrade of your credit rating, just wondering to what extent that's coming up in client conversations, either prospective or existing clients? Is that having any impact?

And my second question, if you're able to give an update on the investigations in Belgium and Sweden, how are conversations going with regulators there and any time line for resolve?

Okay. So on the first question, obviously, I mean, any downgrading is never good news for customers who are committed with you for a long period of time. So following the downgrading, we had active dialogue with a number of financial institutions, which are customers to Worldline. And -- but no implication and consequence of this downgrading as Srikanth said. On the second question -- sorry.

And on the prospective clients, is it an issue when you go and speak with RFPs and so on?

No, no. It's really not an issue. Obviously, everybody is expecting us to present our plan at the CMD, but all the dialogue I have had with the customers and I have met many of them over the last month. I mean there is no significant concern once you have spent time to talk with them. So the business is under control, which is what is important for them. Sorry, your second question?

Just an update on the Swedish and...

Yes, sorry. Yes. So obviously, the teams have been quite heavily solicited by the various audits that have taken place in several jurisdictions, and we are doing all what is necessary to be obviously transparent and to demonstrate where we stand. So usually, those audits take some time, not only to be executed, but also to give their conclusions. So we -- we are -- I mean, it will not come next week, but it will come, I mean, over the last -- over the next -- sorry, over the next month.

Your next question comes from the line of Florent Egonneau from Citigroup.

I just wanted to come back on the cash pooling and the cash around the company. So basically, you have EUR 800 million of cash at the parent level. You have EUR 2.3 billion of cash at the subsidiary level. Does this include any merchant cash at all or the merchant cash is fully segregated and not including in those numbers? That would be my first question.

And then can you please explain why is the cash pooling kept increasing over the last years? And then why don't you net it off every year?

And the last question will be around working capital. How do you finance the merchant working capital in your annual report, you mentioned that there is 1, 2 days of lag between receiving the payments and giving the cash to the merchant? How do you finance that? Do you use your own funds? Or is it a specific line? And how should we think about that?

Okay. So maybe Srikanth will take the first question, and I will take the 2...

Yes. Florent, thanks for your question. In what we are calling as our own liquidity structure is how we have our bank account structure, which is the corporate cash account, there's a segregated account in the safeguard account. So there is no co-mingling between merchant cash and corporate cash. There is intermediation accounts where we have this net settlement. So there's no -- the merchant cash is a separate liquidity structure as compared to our corporate cash accounts.

Second one, in terms of your cash pool question as to why it's been increasing. The beauty and the flexibility of the notional cash pool is we've been able to use historically, the [indiscernible] cash to fully be used at the parent in order to pay down group debt. So historically, as we have been able to pool more entities into the cash pool, we've been able to have more euros at the group level that is able to be paying out group debt.

And therefore, that's why that's been widening because against the widening overdraft as it's been turned, which is, in fact, a pool offset, there is a much larger cash collateral in the subsidiaries. The only way to net it will be to physically move the cash, and we can't net it within the -- it's already netted in fact [around BMG]. So that's why over the period, it's been growing. And for the third question, I will defer to Pierre-Antoine.

Yes. So I mean, in the in the vast majority of the cases, we are settling the merchants, once we have been settled ourselves. There are some markets where there is a by exception because that's the market practice settlement of the merchant that can happen before we are settled ourselves. And in that -- in those circumstances, we are usually -- we are using a third-party to offer that facility.

Okay. Are you referring to Australia or there is any other countries where you have to finance...

No, I'm referring mostly to Australia and to some cases in Italy.

Okay. And just coming back on your answer about why the cash flowing has been increasing. What would happen if BMG where to pool the line basically, how would you deal with that?

So first of all, we've been having that relationship with BMG for over 10 years, and we have a great relationship with BMG. So on the theoretical, hypothetical point that this was to happen. We still have a certain amount of time period within which we can actually go back to that point of netting that you raised and set up an [interco] loans and deposits. .

So again, all of those options are available. We have the notional cash pool, which has been run pretty well over the last 10 years, as I said. We have the [interco] loans and deposits. And we've checked internally on the regulatory aspects, we have no concerns to do that. And then we'll need to keep some working cap in the subsidiaries or we can go into the physical cash pool. I come from the physical cash pool world in my previous company. All of those options are open. I'm 1 month into the job. So we'll review that on an ongoing basis and take the most efficient treasury decision for the company.

And so, we have the last question from Alex from Exane BNP.

Your final question comes from the line of Alexandre Faure from BNP Paribas.

Maybe 2, 3 things on my side. First of all, could you comment a little bit on macro over the course of the quarter? If there's been any inflection during the quarter or in October. I -- looking at your MSV slide and obviously very stable, consistent with Q2, but I think this includes also a contribution from the joint ventures, which are probably ramping up. So any commentary on same-store sales would be helpful.

My second question, maybe moving to net revenues. Could you give us a sense of the contribution from the joint ventures in Q3 and how we should think of that in the next few quarters?

And lastly, on Financial Services, I mean, the quarter performance is what it is. And I heard what you said looking into Q4. But maybe looking a bit further out, is this kind of call it, mid-single-digit decline, maybe low single-digit decline, how we should think of the division going forward? And what's hurting so much in financial services more broadly speaking.

Yes. So sorry. So on the JV -- yes, so the macro -- sorry. So first, on the macro, I mean, I hope your question that we don't claim for the macro. But I mean, clearly, the macro is soft across Europe. There's no doubt about that. That benefits to the verticals, which are obviously, the hard discounters, what we call the box moving verticals to the detriment of more specialized retail, especially SMBs.

So I mean, I don't like to call for the macro, but it's clear that the macro doesn't help. Has there been a significant deterioration? I wouldn't say so. It's a soft consumer contact that we have and we cope with that.

On the second question, which is the JV, so I don't think we enter into this level of detail but the JVs, I mean, obviously, is the JVs perimeter is driving the growth, especially with some geographies like Italy, which is doing extremely well on the back of the migration of some merchant portfolio, as you know. Turkey also is doing very well in this group, in this perimeter and Australia is not doing bad in Q3 also. So that's it. Sorry? Hungary is also is doing well. Yes, absolutely. And the third question, what was the question?

Yes, on Financial Services and how we should...

Yes, yes, sorry. I mean Financial Services, and we have the opportunity to share much more on that at the CMD. But basically, what happens today in Financial Services for Worldline is that there has been loss -- contract loss over the last 3 to 4 years which are impacting us, which will continue to impact us to some extent in 2026. And in the meantime, there has been very limited wins at significant scale by Worldline.

Does it mean that the market does not exist or that the market is reducing? The answer is, clear enough. And I can tell you, based on the discussion I have had and the project that I see with the large financial institutions that the potential for growth on FS is significant. The topic that we have is to refill the pipeline of sales, which is starting then it's to win, then it's to deliver the projects and then it's to generate the revenue. So it's a long cycle business. And when you have been, to some extent, of the market for several quarters, it takes some time to reinitiate the pump of our revenue. But I'm quite positive on that segment, and that's by the way, the reason why Madalena Cascais decided to join the company.

This concludes today's question-and-answer session. I will now hand back the call for closing remarks.

Thanks a lot. So I will not add a lot. As you can see, we are fully mobilized. A lot of good things are happening. We are now heading to the CMD, and we hope to continue restoring the confidence in the company going forward. And I would say that's the most important topic that we have beyond the confidence of the customers.

Have a great evening, and thanks a lot for attending this call.

Thank you, everyone.

This concludes today's conference call. Thank you for participating. You may now disconnect.

Good morning, and thank you for standing by. Welcome to the Worldline First Half 2025 Results Conference Call. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Pierre-Antoine Vacheron, Worldline Group CEO. Please go ahead.

Thank you. Thanks a lot, and good morning to all of you for this H1 call. I'm here with Gregory Langarti, our Group CFO, for his last call with us, probably the opportunity to thank Gregory for his dedication to the company in its various shapes over the last 10 years. Gregory has been Head of Strategy and CFO during all the journey at Ingenico and Worldline. And I want to thank him for all his dedication until the very last moment. And I think we can be very proud to have had Gregory with us during those times.

So let me move now. And before we enter into our presentation for H1, I would like to start with 4 key messages. First, as you have seen in our press releases, Q2 has been very active on many fronts with a real sense of urgency so that we can turn around the company as soon as possible.

Just to mention, entry into exclusive negotiation on MTS, interim positive results on the audit of our merchant portfolio, the refinancing of the company, the assessment of our assets as part of our work on our strategy going forward, the reshuffling of the operating model in Merchant Services and finally, the extensive renewal of our management team.

Second comment, second message, we have strong assets and strengths, and I can confirm that. But as H1 results show, we are facing several challenges that have to be overcome to restore the potential of this company in terms of growth and cash flow generation.

Third, I still have uncertainty for the rest of the year, but I need to provide you with some visibility with the guidance, and I have to be cautious where I stand.

Last, my objective is to have a robust groundwork when we turn the Capital Market Day on November 6 in Paris. I'm confident we are making good progress, and I have a strong and reenergized executive team joining on the same mandate in the coming weeks.

Moving on now to H1 financials. Let's look at the headline numbers, reflecting the challenges identified and highlighted last April during our Q1 revenue publication. In the first half, we posted EUR 2.2 billion in revenue, representing organic decline of 3.4% compared with the prior year, a trend consistent in Q2 and in Q1. In net-net revenue terms, our revenue declined by 7.3%, impacted by the mix of products.

On profitability, adjusted EBITDA reached EUR 401 million in H1, representing 18.2% in revenue -- of revenue. And based on net-net revenue, our adjusted EBITDA margin stands at 22.9%. The free cash flow stands at plus EUR 40 million or a conversion rate at circa 10%, which is not a good trend, still impacted by Power24.

Finally, normalized net income group share reaches EUR 121 million with a reported net income group share that equals to a loss of minus EUR 4.2 billion, impacted by EUR 4.1 billion noncash goodwill impairment, reflecting the evolution of the payment environment in Europe and also the consequences of the current performance and challenges of our Merchant Services business. I would like to precise that following this impairment, the Worldline equity remained solid at EUR 4.9 billion.

As I said, we've been very active during this first half, more particularly in Q2 with clear objectives, restore trust and set the basis of our transformation. First, our immediate priority has been to address and fix the initial challenges presented last April. [indiscernible] has been a strong managerial focus and started to see the first tangible benefits. On the product side, we have made clear improvements.

Regarding hardware, you will remember that we had significant issues across the board. Situation has been fixed in most of the geographies with still a few terminals missing in Belgium and performance issues remaining in some markets on the enterprise segments, but this is much better. The first e-com offering for call the Credit Agricole is live and has been rolled out in the Credit Agricole branches and soon within LCL. This is based on our refactored e-com solution, which got, by the way, commitment from large merchants to migrate out of the SIX platform to this refactored solution.

We launched Wero payment method this summer in Germany with a planned rollout in Belgium in October and in France in early '26. This will take some time, but based on the successes of Bizum and TWINT in Spain and Switzerland, I'm quite optimistic that this will generate significant revenue going forward.

Finally, on the acquiring front, we have started to deploy our U.K. offering to be able to operate there post-Brexit, and we have achieved end-to-end testing on Carte Bancaire in last June. On SMB, we have started to stabilize our churn rate, especially in Switzerland, Sweden and Germany, but with better performance on small merchants than on midsize, which leads to still lower volumes. Our Merchant Services operating model has been redesigned to drive more delivery and fast decision. The management team of Paul is being renewed with add-on on terminal center of excellence and on regional commerce beginning of September.

Last, all action plans are operationalized to deliver the EUR 50 million cash cost saving plans that we announced in April with a clear objective to overdeliver it.

To prepare the future, we have cleared the table on several topics, enabling us to move forward from a healthy base. On the portfolio pruning strategy, a very significant milestone has been reached on MeTS towards the disposal of the activity. I will come back shortly on that specific point. But have in mind that other initiatives are getting mature with a strong momentum. We also have actively worked on our financing strategy and the coming debt refinancing are completely secured. We have made based on our strategic work, a deep work on balance sheet to clean up the bases after several years of market consolidation.

Last, we have launched 2 external audits on our Merchant portfolio with already interim reassuring results. I will focus on this topic. So regarding the HBR portfolio. So as you remember, on July 7, we mentioned an audit to be commissioned to accuracy on our remaining high brand risk portfolio to confirm its cleanup and its alignment with our compliance and risk framework with a preliminary outcome today.

I'm very happy to say and to share that based on the preliminary findings of accuracy, which will continue their audit over the coming weeks, there is no need for material onboarding of merchants that has been identified so far in our regulated entity, and the group has confidence that it is not to be expected.

This confidence is reinforced by the fact that with very seldom exceptions that have promptly been addressed when appropriate, the cases referenced in the recent press campaigns were not or no more in the books of the group. As shared in June 25 press release, the group has extended its review of the technical orchestration layer portfolio activity to assess and take actions from own merchants potentially lacking proper gambling licenses in the countries they operate, but we do not anticipate significant impact in 2025.

In parallel to this, Worldline is undertaking a comprehensive assessment of its compliance and risk framework and its implementation, the task assigned to Oliver Wyman. As said, the main conclusions will be communicated alongside the group earning reports on October 21. Hence, by the end of October, any potential remaining weakness and improvement areas will be identified. And in such cases, necessary action plans will be executed to ensure optimal operational integrity. The Worldline top management and its Board of Directors are fully committed to strict compliance regulation and risk prevention standards.

So regarding MeTS, as we announced yesterday night, a major milestone has been reached in our simplification journey with the entry into exclusive negotiations with Magellan Partners regarding the divestment of MeTS activities and some Financial Services-related activities after a competitive process. This transaction, when confirmed, will be fully part of our transformation road map and will enable us to refocus on payments, as already announced through exiting from adjacencies with different type of business model, simplify group operations with a leaner organization, optimize the allocation of our resources with more focus on payments in terms of investments, while alleviating management bandwidth to be concentrating on the core.

Finally, this will enhance our strategic flexibility with the reinforcement of Worldline liquidity through the cash in from the disposal. As announced yesterday, the divested activities generated revenue around EUR 450 million, employing some 3,800 people. The discussions are based on an enterprise value of up to EUR 410 million, including EUR 10 million earnout based on the 2025 operating performance of the perimeter. This valuation represents an approximately 11x pro forma stand-alone adjusted operating income for 2024, which is the relevant aggregate to look at in terms of valuation multiple. We expect to close this operation during the first half of 2026.

I want to mention here that this is also a very good opportunity for MeTS and their teams with a more strategic focus on their organizational structure, dedicated innovation resources and development in new markets and skills with a very strong and qualitative partner, Magellan Partner, who is quite renowned in digital transformation in France and in Europe. We will obviously keep informed the market in due time regarding the next steps of the process.

In parallel of my business key findings, I decided to extensively renew our leadership team to drive the transformation of the company ahead. After the disposal of MeTS, the ExCo will be made of 8 members only, out of which 6 will have been appointed in the last 9 months. After the arrival of Paul Marriott-Clarke to drive MS business last November and more recently, Candy Dillon to improve our technology stack, I have the pleasure today to announce 3 newcomers who will be with us in the coming weeks.

Srikanth Seshadri will be the new group CFO. With an audit background, he comes from a tough industrial environment, which was Alstom, and he will be key to run the ongoing finance transformation initiated by Gregory and the automation of our finance processes. He will bring as well a deep expertise in treasury and financing strategy.

Anika Grant is Australian. She will be the new Group People Officer, and she will drive the people equation to manage our people cost while retaining and attracting talent key pillars in the creation of the new Worldline with a very advanced digital DNA coming from Uber in the last years.

Madalena Cascais will be the new Head of Financial Services. She will rejuvenate and reposition this activity, leveraging on her very strong expertise and reputation in the payment sector. Madalena did an extraordinary work to transform the SIPS Portuguese operator over the last years and to expand it internationally. Now I think we will have from now the right leadership team to drive successfully Worldline transformation.

Let's now go through our performance and key business highlights for Q2. So in Q2, Worldline delivered external revenue of EUR 1.14 billion, in line with our initial expectations, with MS decreasing by 3.4% or down 7.3% on NNR basis. Revenue were slightly down by 0.3%, excluding merchant termination linked to HBR activities, as already announced, and the hardware base effect. And while the consumption environment in Europe is challenging, the slowdown in the underlying business reflects the elevated churn rate that we've known that we've encountered over the last months, especially in the SME segment.

The lag in NNR versus published revenue was mainly due to merchant and product mix, notably the low performance in hardware sales, which are full NNR. Financial Services sales were down 10.6%, driven by the already highlighted reinsourcing in the Account Payments division. And in the context of the high comparison base in issuing processing, excluding the reinsourcing impact, the decline in sales would be around 4%. Finally, MeTS was up around 2%, in line with our plan.

Looking at the trends in MS by go-to-market in more detail. In enterprise, on the one hand, we had a positive momentum in travel and hospitality and good traction in acceptance generally. We -- however, we were impacted as expected by lower terminal sales and the acquiring business has broadly stabilized with the Nordics showing good resilience. As illustrated by the logos on the right of the slide, we had a number of new signing and upselling in the quarters, notably in EV charging, showcasing our acquiring capabilities in this segment.

In SMB, our performance was affected by a drop in hardware sales, but POS terminals, as I said, are now available in key markets. So hopefully, we can look forward for a better momentum going forward as churn rates are stabilizing in the past few weeks and customer satisfaction is gradually improving. While we underperformed in some core markets, we had good pockets of growth in the countries where we have more challenges, especially in Central Europe but also in Italy as well as in travel and acceptance. We also had good momentum with ISVs in the Nordics, where the group has pretty strong positions.

Last, in our joint ventures, we had a strong performance driven by solid market share gains in Southern Europe, while benefiting specifically in Italy from the merchant portfolio migration from CCB and Credem and the benefits of our repricing actions in Australia. Germany was impacted by a strong comparison base and a less dynamic underlying performance, notably in acceptance.

Now looking at Financial Services development in Q2. The negative performance is mainly due to the reinsourcing impact in the Account Payments segment, together with low volumes and the comparison effect due to the signing of some licenses deals in the first quarter of last year. On the positive side, we have good growth in card-based payment processing, supported by our next-generation card issuing platform with strong demand in APAC and in Eastern Europe. Importantly, we secured a 10-year contract to manage account-to-account payments for BFF in Italy and renewed our partnership with Visa for the cloud-based ACS in France. These wins will help us to stabilize the business in the near future.

The Mobility and e-Transactional Services segment delivered 2% organic growth in Q2. This performance in line with expectations was supported by strong volumes in omnichannel interactions, especially with customers like SNCF, LCL and BNL. In Transport & Mobility, we had also a good performance driven by France with new mobility projects and ticketing systems and by the U.K. with mobile ticketing systems. Trusted services was more challenging with positive dynamics in markets like Spain, offset by lower activity in France of a high [ volume ] base. On the commercial front, the dynamic remained positive, notably in the rail industry as we partnered, for example, with TransPennine Trains Ltd and [indiscernible] to provide their rail operations suite, leveraging on MeTS initial solution.

And now I hand over to Gregory to talk about our H1 financial performance.

Thank you, Pierre-Antoine. Let's look at the management's actions on cost and liquidity. In this environment, cash cost control has been a key area of focus. First of all, Power24 has enabled cash cost savings of EUR 220 million so far with a full run rate to be reached by the end of '25. Beyond Power24, we're being ruthless in cost control. And this materialized, as you remember, in our plan to cut cash costs by another EUR 50 million in 2025. Savings are already visible in the P&L, where we had a Power24 benefit of EUR 34 million in our cost base in H1, allowing us to fully offset underlying cost inflation and in our CapEx, which we managed to reduce by 16% in H1 in absolute terms, in line with our full year trajectory.

These efforts paid off with free cash flow protected in H1 despite the challenging revenue picture. Meanwhile, we've maintained exceptional liquidity with cash of EUR 1.2 billion at the end of June, pro forma the payback of the 2025 convertible bond, leaving us ample breathing room for our next maturities. Furthermore, the maturity of our EUR 1.125 billion revolving credit facility was extended by 1 year to 2030 with unanimous support of our lending banks.

Moving on to H1 performance by business line. In MS, in the context of a 2.3% decline in sales, the segment's EBITDA fell 20% to EUR 311 million, equating to an EBITDA margin of 19.3%. The key drivers of this decline were some merchant terminations and more importantly, a negative mix in terms of client and sector. So for example, an underperformance of the higher-margin SMB segment and on the other hand, growth in the airlines or FMCG verticals, which carry lower margins.

FS segment's EBITDA also dropped sharply by 27% to EUR 92 million on the back of a 9.8% sales decrease, linked mainly to the last impact of the contract reinsourcing. Thus, the EBITDA margin reached 22.4% in H1. Lastly, MeTS EBITDA was broadly flat at EUR 30 million with a margin at 16.8%.

Now on the operational items of the P&L. The increase in EBITDA to EUR 324 million is linked to a big drop in the Power24 provision, which amounted to EUR 174 million in H1 '24 and was just EUR 16 million in H1 '25, while other restructuring costs rose slightly at EUR 61 million.

Operating income was a EUR 4.06 billion loss due to the impact of the goodwill impairment of the same amount. We decided to pass this impairment as we acknowledge that the change in the environment in Europe and in the payment market is long lasting, and the group thus decided to draw the consequences on its long-term outlook, specifically in the MS business.

Net finance costs reached EUR 183 million, mainly impacted by EUR 142 million fair value adjustment to TSS preferred shares, reflecting the negative outlook of the terminal market. Income tax expense was EUR 10 million with an annualized effective tax rate of 24.9% when excluding the goodwill impairment and the change in fair value of the TSS prefs. As a result, normalized net income group share reached EUR 121 million positive, while the reported net income group share equates to a loss of EUR 4.2 billion impacted by the EUR 4.1 billion noncash goodwill impairment and the change in payment environment that is recognized through that impairment. It also includes the EUR 142 million fair value adjustment of the TSS preferred shares.

Looking at the cash flow statement on the next slide. We generated EUR 40 million of free cash flow in H1 '25 or 9.9% of adjusted EBITDA. Here are the main elements in our free cash flow. Change in working capital was an inflow of EUR 25 million after the normalization that occurred throughout the year. Tax paid decreased compared with prior year, in line with the group's operational performance, but we expect catch-up payment to impact H2. CapEx was lower in euro terms, as mentioned earlier. And our integration and rationalization costs are flat at EUR 58 million. Overall, H1 '25 free cash flow before Power24 stood at EUR 102 million or 25% cash conversion, while after the EUR 62 million Power24 execution cash costs, our reported free cash flow came in at EUR 40 million.

Finally, in terms of indebtedness, at the end of June, our net debt stands at EUR 2.1 billion, including IFRS 16 liabilities, This figure takes into account the EUR 135 million impact resulting from the acquisition of Credem and the reevaluation of put options linked to our Italian and Greek business. Our net debt thus equates to 2.2x adjusted EBITDA over the last 12 months.

On the debt management front, early June, we issued a new EUR 550 million bond under the existing EMTN program, maturing in June 2030 and bearing a coupon of 5.5% per annum. We then repurchased and canceled outstanding OCEANEs due July '26 for a total consideration of approximately EUR 320 million. Worldline will continue to actively manage its debt maturity profile while maintaining a high level of financial liquidity.

I'll now hand it back over to Pierre-Antoine.

Thank you, Gregory. So maybe to conclude, I would like to come to our 2025 expected trajectory and my key takeaways. So in terms of outlook, we expect to deliver for 2025 a top line organic that overall should counter a low single decline with an H2 stable or slightly negative. That would lead to an adjusted EBITDA between EUR 825 million and EUR 875 million for the full year and a free cash flow that would be stable for the full year if we reach the middle of the EBITDA guidance.

To conclude, I would make 4 remarks. First, obviously, these are challenging times for Worldline. And I want to praise our various stakeholders, especially our teams and customers, for their engagement and loyalty while we are navigating in these troubled waters. Second, we are in full motion to fix our challenges, refocus, restore and build trust and lay a solid groundwork to put this company back on track of growth and robust free cash flow generation. The projected disposal of MeTS, the interim results of our audit of our merchant portfolios are 2 strategic milestones in this direction.

While we are turning to defining our midterm road map that I will prepare with a narrowed experienced and diverse executive team, all aligned on the same agenda with the same level of energy and sense of urgency, we will aim at putting Worldline back on track in terms of performance and meet our ambition of European leader in payments.

Thank you very much for your attention, and I'm now ready with Gregory to take your questions.

[Operator Instructions] And now we're going to take our first question, and it comes from the line of Josh Levin from Autonomous Research.

Two questions from me. So you're laying the groundwork for what seems like will be a multiyear turnaround plan. And for shareholders and debt holders, how do you balance the opportunity and risks of trying to execute that plan with just selling the company now and trying to get the value you can? I guess, I mean, why -- I know you're relatively new here, but I guess why should investors be confident that the turnaround will create more value than just trying to sell the company today?

And then just one clarification on your strategy. It sounds to me like you intend to focus more on SMBs and less on medium to large businesses. Is that correct?

Thanks a lot for your question. I mean the company has -- and I mean, after 5 months, the company has very strong assets. I mean we have a pretty unique multi-local positioning in Europe with a very strong positions, not only on Merchant Services side, but also in Financial Services in very important countries from a demographic standpoint like Germany, France, but also the Benelux and also Switzerland, obviously, and quite promising position in more emerging countries for us like Southern Europe and Eastern Europe. And this multi-local is a real asset.

The second point is that we have -- from an acquiring perspective, we have a massive presence. I mean we are processing EUR 500 billion of acquiring. All this converging step-by-step on one single platform, which is already processing something like 60% of our volumes. In some geographies like France, we are -- in terms of acceptance, we have more than 50% of the market through our Axis platform, which is -- which has processed, as you may have seen, EUR 5 billion transaction in just the first half of this year. So we have those assets.

And my take is that the situation today is challenging because of, I would say, because of the last 2 years, difficult times that the company has encountered from a management standpoint. But clearly, the light is not far away. So it will take time, I mean, to have the right level of performance. But considering the assets that we have, I'm absolutely confident that we will make it. And so the upside is really significant for the shareholders. No doubt about that.

On your second question, which is do we overprioritize SMB versus the rest? No. The answer is no. We have clear strong position on global e-commerce, especially in some verticals like travel, hospitality, digital, and we can do much more than what we are doing based on the better integration between our Global Collect product and our own merchant acquiring and our issuing processing capabilities. So we can be really -- we can really have a very strong USP in terms of performance, in terms of success of transaction and that can drive great growth.

And in the rest of enterprise, which is regional commerce, this is an area where we've been probably not investing enough in the recent years. That's also why we are changing the management on that front. That will come beginning of September. But so considering the size of Worldline, we will address those 3 segments concurrently. Why I'm insisting more today on SMB, it's just because we have started the turnaround on SMB during the Q2 with the new management, and that starts to pay and to give results.

And the next question comes from the line of Justin Forsythe from UBS.

Just a couple of questions from my end. I wanted to talk about cash flow and the liquidity position. So first, I believe you have, and Gregory, can you please explain this a little bit more so than is in the financials, an overdraft at the topco level of EUR 1.6 billion and a consolidated of EUR 250 million-ish. Can you just help us understand the terms there, the dynamics at play? I think it implies there's quite a bit of cash sitting at the subsidiary level. Can you just talk a little bit about the accounting nuance that underlies that policy and perhaps the interest rate associated and who holds the overdraft?

Further on the liquidity position, I hear you saying frequently suggestions that you have sufficient liquidity. I mean I think we heard this first back in 2023 when the Credit Agricole investment materialized. It may have the opposite effect, people believing perhaps that you do not have sufficient liquidity. You have, it seems, more than EUR 1 billion in cash post the repayment of the converts. Understood there are EUR 400 million in bonds coming due next year. It seems like you have cash coming in from the sale of MeTS. So is there something else that we should be considering when we think about the liquidity position going forward other than those items? Because it would seem still you have quite a bit of liquidity to handle upcoming maturities.

Sure. So in terms of -- and thank you for your question, Justin. So in terms of our position at the end of June, it was EUR 1.6 billion. There is an overall cash pool that is held with BMG, Bank Mendes Gans, a subsidiary of ING. The way it works is subsidiaries put their cash on a BMG account and the liquidity is being used at the holdco. That's the overdraft you're seeing. And the holdco, Worldline SA, effectively defines the investment policy in short-term deposits and so on. And if you look at the balance sheet of the holdco, you'll have around about EUR 1 billion that is invested in short-term deposits.

So effectively, what you have is a cash pooling that has around about EUR 200 million net amount with negative position at holdco, positive positions in subsidiaries. And the rest of the liquidity is held through the short-term deposits and some investments, so the EUR 1 billion short-term deposits and the cash that we have in the subsidiaries. So that's the setup.

And indeed, you're right, post the reimbursement of the '25 convert, we have EUR 1.1 billion ready to deploy. And that's enough to meet the '26 maturity, especially with the proceeds from MeTS, as you rightly say.

Got it. And just a quick one on the terminals in Belgium. Maybe, Pierre-Antoine, you could just articulate a little bit, is this a supplier challenge? Is it something with Worldline? Is there a design issue? Is there something down the supply chain as tariffs are hitting that are causing this? Maybe you just articulate what's happening and how that's now turning around.

Yes, sure. All the market in Europe is shifting to Android terminals or has been shifting to Android terminals. We've been relying on one partner that has been itself encountering challenges. You know that what matters is not the hardware but more the software that is on the terminal. That software is specific to each geography because in each geography, in each country in Europe, we still have specific standards, specific protocols. And clearly, there was delays on the supplier side, but also, to be very transparent, on the Worldline side.

So we've been managing that very, very tightly over this full Q2. And step-by-step, terminal by terminal, we are fixing the issue. So we still have some lack in Belgium for one terminal. We are still improving the transaction speed on some enterprise terminals, especially in Germany, but we are getting there.

And the question comes from the line Grégoire Hermann from Barclays.

Three questions for me, please. The first one would be on the guidance. Could you please give us some color on how you think about the phasing of growth in Q3 and Q4?

Then on your third-party audit outcome, I think you mentioned you were [ not ] expecting substantial terminations to come. But can you tell us whether as part of your guidance, you embed any terminations at all? Because I guess we can find a nuance in what you mean by substantial.

And then finally, on your disposal of MeTS, I think you said you would use part of the proceedings to redeploy that into the business. Can you expand a bit on how you think about reinvesting that money, please?

Okay. So on the first point on the guidance, so we are effectively -- I mean, the idea is that Q4 will be -- should be better than Q3. So there are many actions underway. And I mean I still need some time to have enough fine feeling of what's happening to be too aggressive in the guidance. So I prefer to be cautious. And we did take into account some indirect implications of all this media campaign by potential marginal loss of business, but that would be more indirect than a cleanup of the portfolio, okay?

And all this goes then to the EBITDA and to the free cash flow. And obviously, as you noticed, the guidance is quite wide at this moment for H1. But considering all the uncertainty and all the actions which are underway, I prefer to be still conservative on the level of commitment. But obviously, we will narrow the guidance in Q3.

So on your second question, I think I already answered. So we do not anticipate, again, material offboarding going down the road. It's more in the range of classical [ vision ] of the portfolio management, so business as usual. We are -- as I said, we are also extending our review on nonregulated businesses, so especially the orchestration layer that the press made echo off. And we are assessing if all the merchants have the regular licenses they need to have to operate their gambling activities because we are talking of that. I do not anticipate any significant impact again in '25, and we'll assess what we do with this business in the coming months.

Regarding MeTS and the use of proceeds. So we have not explicited yet the use of proceeds of our pruning strategy. We will have a systematic position, I would say, during the CMD.

And the question comes from line of Hannes Leitner from Jefferies.

Yes. I have also a couple of questions. The first one is on the MeTS sale. You, I think, talked about EUR 450 million of revenues in pro forma 2024. That would imply around EUR 99 million in Financial Services. Maybe you can talk about the expected growth for the combined businesses, in particular with MeTS coming to maybe a little bit of an Olympic headwind in Q3 so for the Financial Services stuff and how to get to that EUR 100 million EBITDA revenue? That's the first question.

The second question is around the divergence between the NNR performance and the organic growth. And then maybe just like 2 small ones. On the Indian sale, any progress on that? And then the preferred share has been reduced again as you commented. Maybe you can talk about that a little bit more in detail. Is that now completely written off? And is that because of the underlying performance of Ingenico?

Okay. Thanks a lot for your questions. So on the first question, NNR versus external revenue. So you have 2 dimensions here. One is obviously linked to the fact that Q2 '24 was very strong in terms of hardware sales. And when we are in hardware sales, we have, I mean, a very strong congruence between NNR and external revenue.

And the second component is linked more to the mix of revenue in terms of services that has evolved, and that was already the case in Q1 with this low performance that we've been encountering in SMB and higher performance in segments, especially like travel, airlines or cross-border e-commerce where the level of scheme fees is pretty high and also in enterprise -- in-store enterprise, where we've been more performing in segments where the use of international card schemes is high as compared to local schemes.

So that's really this question of mix. And so this will be reversed. All these bad trends to some extent will be -- that you don't see with our competitors because our competitors publish only on NNR. But this bad trend will be reversed with the improvement of the SMB business, and that's why we are insisting a lot on this effort on SMB, but also potential improvement in the way we invoice the merchants.

Regarding India, I prefer not to comment on this. As I said in my introduction, we are working on various processes, very active. And obviously, as soon as we have some news and some good news, we will share them. Regarding the preferred shares of Ingenico, so we performed an assessment based on the trajectory of payment terminal in general and also the fact that, as you know, it's preferred shares where we are behind the proceeds of the private equity. And so we prefer to take a more conservative option in terms of valuation.

And Pierre-Antoine, on the MeTS, that was my original question, the scope and what was last year in its part within Financial Services, which gets sold? What is the growth rate that we assume, the similar IFRS margin in that business? So a little bit more details, please.

Yes. I mean it's -- the TSS part is more related to digital banking type of assets. So it's a bit specific and it's quite linked to MeTS. So the profile is broadly the same as the rest of MeTS. So it's low but constant -- more constant growth. So it's a part of the business, which is very consistent with what you knew of MeTS.

So we should assume the similar margin profile and similar growth for 2025?

Yes.

And maybe just last question. On MSV, you reported 2.6% organic growth in Q2. Now that has been seeing some tailwinds on the consolidation of Credem and another book, about EUR 20 billion TPV. Maybe you can talk there a little bit about the organic performance within that segment and any other particular items in Q2?

Yes. So globally speaking, the MSV has been slowing down and probably quite in line with what you've seen from the publications of our competitors. So we've been witnessing some slowdown at constant merchant base in the MSV in the last weeks. So is it linked to consumer behavior? It might be, but we see the same trend as what the competition has published recently.

Now we're going to take another question, and it comes from the line of Alexandre Faure from BNP Paribas.

All about 3 things. One is following up on something you just mentioned, Pierre-Antoine, when you say that in the full year guidance, you incorporate some caution when it comes to your salespeople ability to close deals following those bad cred articles at the end of June. Is this sort of extra caution? Or are you already seeing some of that in July, some of those challenges in closing sales?

Second point would be on the MeTS that you're divesting, and you talked about EUR 100 million of EBITDA in 2024. How much would that be in terms of free cash flow? That would be helpful.

And lastly, I wanted to double-click a bit into that 0.3% decline in Merchant Services underlying net revenue growth that you called out in the press release. I suppose this includes the transfer of CCB merchants, right? So could you remind us how much of an impact -- how much of the tailwind that was in Q2 and if there's some further impact to come in Q3? And more broadly, maybe in that negative 0.3%, what are the benefits and drags that we should have in mind?

Sure. So on the first question, obviously, we've been very active. The good news is that it has been the opportunity for me to enter in touch directly with some customers. But we've been very active in [ cooperating ] our customers during the period. And at this time, our customers are loyal. They are clearly -- they were clearly expecting the outcome of the audits and so on, but they are -- we have a robust and loyal customer base, which is a good news. And also on the SMB front, we didn't see any movement resulting from this campaign.

Now speaking about [ none ] yet customers, but more prospects, it is obvious that we have had -- we have suffered some on hold decisions on a few RFPs and a few decisions at the same time on FS side and on the MS side. So that is impacting, I mean, our expectation for the year as compared to what we had initially in our mind. And obviously, my objective is to resume those discussions as soon as we can with all of them.

On the second question, which is the free cash flow generated by MeTS. If I'm not mistaken, it's something between EUR 20 million and EUR 30 million for this EUR 100 million of EBITDA. And regarding your last question, I mean, the impact of Credem migration is not significant at the scale of the group. Obviously, it's boosting the Italian performance, but it's not significant at the scale of the group.

And the question comes from the line of Manuel Matot from ODDO BHF.

Three questions. First, can you explain the significant differences between your new 2025 guidance and that initially communicated in February from the previous top management? What are the main new negative impacts taking into consideration? I understand there are some old decisions from prospects, but what else?

Second, do you expect any capital gain or loss from the disposal of your nonpayment assets? MeTS -- and third, Pierre-Antoine, you have now been working at Worldline for 5 months as CEO. You're going to present your road map in November. But do you believe that the group has a long-term means to achieve financial performances comparable to your main competitor, Nexi? Or are the structural differences between the 2 companies too significant according to you?

So on the first question, I will not comment too much on the initial guidance. Probably there were some assumptions in terms of potential speed of rebound that we were not -- I mean, probably that we were a bit optimistic. But I don't want to comment too much. I mean, I suspended the guidance when I joined, and this is my guidance.

On the second question, capital gains, yes, we are anticipating capital gains. It's too early to share them, but there is limited goodwill in this business. As you know, it's a complex transaction because it's a carve-out that we need to execute and to deliver. So we need a bit of time to have complete visibility on the accounting, but it will be positive, no doubt about that.

And on your third question, if I did not believe in it, I would not be there. But clearly, I mean, this company has the assets to be back to growth and to be cash flow generative. There's a lot to optimize. There's a lot to streamline, and it's not rocket science. It's a very, I mean, methodic and determined approach that we need to enforce and to -- and that's why I think I have the right management team coming in with me with the right skills for that. So it will be a team effort. It would take some few years but a limited number of years.

But considering our positioning, the technologies that we have, the expertise that we have in-house, I mean, we will be clearly one of the champions in this industry in the coming 3 years.

And now we're going to take our last question for today, and it comes from the line of Craig McDowell from JPMorgan.

Most have been taken but just 2 further ones from me. Firstly, Gregory, I'm wondering if you could give us a bit of a sense of the moving parts from -- on the bridge from EBITDA to free cash flow. That would be helpful. I know you mentioned tax, and you catch up on cash tax there and also got restructuring of EUR 150 million, but other pieces would be helpful.

And then secondly, on the external audit by accuracy, can you give a sense of how the audit work is structured, which countries or businesses have already been reviewed? I'm just trying to get a sense of how far [ through ] the review and what possibly could come with the full readout in Q3...

I'm sorry. So the first question was on the audit? Can you, I'm sorry...

So there's one on free cash flow bridge, the other is on accuracy. And we didn't get the accuracy question, the audit question.

So on the audit question, just trying to get a sense of how the audit work is structured, what entities or countries have already been reviewed? What's still to come? And what should we expect in the Q3 full readout?

Okay. So I don't want to be too specific, but it's been -- it is a systematic review of all our regulated entities, which is performed plus the orchestration layer that I already mentioned. And as you know, this type of audit, you start with a risk-based approach. And step-by-step, you focus on the areas where you consider that you have more risk and more chances of finding things. And so we are at this moment and we have an interim report from accuracy linked to that.

And I would say that the picture is clear enough so that we can have the communication that I'm making today and be reassured on the situation of the portfolio, which is, to us, not a surprise because it's fully consistent with what we said in terms of having cleaned up the portfolio. Okay. So sorry, it seems that we -- that the sound was off. So I will start from the beginning because I don't know where I was when you lost us.

So as I said, this the type of audit starts with a risk-based approach. So it has been done on the full scope of our regulated entity plus the orchestration layer that I mentioned, which is not regulated, where we don't have the same obligations, but still. And it starts with an analysis of the overall portfolio -- behavior of the portfolio to identify zones of areas of potential questions and need for deep investigation. And then we move to deep investigations on those potential cases. So a very classical way of performing an audit.

And as I said, the good news is that already at this stage, the picture is clear enough so that we do not anticipate any deviation from the communication that we've done when the campaign started, Okay. So I don't know if I have been heard or that's the second time. It's a bit painful.

No, understood. That's helpful.

So cash flow -- you had a question on free cash flow then. Just on the first half on the free cash flow, we dropped EUR 42 million versus last year. This is entirely explained by the EUR 113 million drop in adjusted EBITDA, partly compensated by a change in working capital. And last year, we had EUR 50 million impact of the advances we get from banks and what we got from the bank that internalized their business in particular. And so this year, we don't have that impact and it's therefore a better working capital performance. So that's for H1.

For H2, as you know, we have EUR 50 million delta between the low end and the top end of the guidance, which means being between EUR 420 million plus to EUR 470 million plus for H2. If you look at the various components of the free cash flow, I think CapEx should be in line with what you've seen generally. Same thing for leases. Working capital should be a slight drag. Power24 should continue to cost us as we are finalizing the last exits. So it should be -- cost us around about EUR 30 million.

And then the taxes, I mentioned, we have a lower SKU for H1 this year with around about EUR 50 million paid in H1, and we expect around about double that in H2. And finally, cost of debt is pretty mechanical. It should be around about EUR 40 million.

Thank you. So I think it's the last question. Thanks a lot for this long call and for your interest, and I wish you a great day and a great summer if you have not taken the break yet. Have a good day.

This concludes today's conference call. Thank you for participating. You may now all disconnect.

Welcome to the Worldline Market Update Conference Call. My name is Alan, and I will be your coordinator for today's event. Please note, this call is being recorded. [Operator Instructions] I will now hand you over to your host, Pierre-Antoine Vacheron, Group CEO, to begin today's conference. Thank you.

Thank you. Thanks a lot. Good evening, everyone, and thank you for joining us today. Worldline has been attacked today by a violent media campaign on a narrative which is clearly unacceptable for all stakeholders, our clients, our shareholders and our team members. What we are talking about is a very serious matter, and I mean it coming myself from a bank. Robustness in what we do, especially in compliance with law and regulations is essential for the trust in any company that touches money and even more when we speak about Worldline, considering its importance in the payments ecosystem in Europe.

I insisted on this at the recent general assembly, and I can tell you that I'm spending a significant amount on my time on making sure that Worldline reaches the highest standard in this domain. So first, let me define HBR, High Brand Risk, which is a legal, regulated and limited part of our business. What is HBR? HBR is not illegal per se. These are merchant businesses that are operating in industries deemed higher risk by international card schemes such as Visa and Mastercard due to their business models or customer behaviors, typically reflected in higher chargeback and refund rates. This includes sectors such as online casinos, online stock broking or adult betting services, for instance.

Again, these activities are legal in most European countries, although the regulatory frameworks may vary. For instance, online casinos are prohibited in France, but legal in many other jurisdictions. As regulated entities, the subsidiaries of Worldline, when they act as an acquirer or a payment facilitator, have the responsibility to ensure controls and compliance with the regulation and scheme rules. When we play a technical role such as our gateways or payment orchestrators, we do not have such responsibility. In 2024, our portfolio of merchants operating in HBR verticals accounted for around 1.5% of Worldline's acquiring volume. So which means it's a very marginal part of our activity. Since 2023, the company moved from awareness to structured action. As you know, Worldline increased over the recent years since 2023, in particular, its compliance standards and initiated a full review of the HBR portfolio versus those standards.

The company launched a rigorous process to identify merchants whose practices did not align with our updated standard with a view of taking appropriate actions where necessary. And as it has been communicated by the company, this process has been carried out under close regulatory oversight, particularly in Germany, where our subsidiary P1 is under supervision by the BA. As communicated, this led to the termination of commercial relationships with the most sensitive cases now behind us. We are continuing the ongoing due diligence remediation process for the last part of the portfolio, which is marginal.

And we have even decided to extend this review to situations where we are just technical orchestrators, but where we want to make sure that the business that need a license to operate effectively have the required license, especially in the gambling industry. So nothing new here, and I want to insist on that. We said that those offboarding would impact our revenue by the equivalent of EUR 130 million in full year 2024. And from the information I have and the review that we performed recently, I can confirm that we should remain in this order of magnitude, and we will confirm the figures again at the end of July.

Beyond these corrective measures, the company implemented a reinforced compliance approach to strengthen risk supervision and control mechanism. The company increased its resources in first and second line control to implement this framework across the group as part of the 5 years financial crime compliance strategy. This strategy includes more robust onboarding, ongoing monitoring and a harmonized framework for reviewing sensitive clients to ensure continuous compliance with both external regulations and our strengthened internal standards.

All the remaining HBR merchants, again, 1.5% of our volumes are now subject to this enhanced risk framework in line with our regulatory obligations and internal risk management objectives. And whenever signs of noncompliance are identified, additional checks are conducted without delay. And this may lead and continue to lead in the future to the termination of client relationship as part of the normal course of business.

To conclude, the company Worldline has gone over the recent years through a demanding sequence. Our Board of Directors through its dedicated committees has been and remains actively involved at every stage and extensively covers remediation plans, regulatory audits and compliance enhancements. So at the end of the day, we can say that all the sequence has helped us to strengthen our model, identify potential gap and act with full clarity and determination. My commitment as CEO of this company and the one of the Board of Directors is to position Worldline among the most secure and compliant players in the European payments industry, which means upholding a no tolerance approach to any deviation from our standards.

I'm focused obviously on this topic, and I can tell you that I'm monitoring our progress closely. But I want to say that we are also making good progress for repositioning the company and put it back on track of robust cash generation. And I'm looking forward to share you more on this during our semiannual result presentation and then at our CMD in the autumn. We need and we will overcome this media campaign. Thanks for your attention, and I'm happy to take your questions.

[Operator Instructions] We will take our first question from Adam Wood, Morgan Stanley.

I've got a few, if I could. Maybe just first of all, on the volume exposure. As you say, 1.5%, not that material, but I guess the take rates on these merchants would be more significant. Could you maybe just give us some order of magnitude idea either how different the take rates are or even better, what the net revenue exposure would be on those merchants?

And maybe secondly, could you just talk about the relationship with Visa, Mastercard and other major schemes in Europe? Have there been any investigations or issues with them in terms of your AML and KYC and onboarding practices over maybe the last kind of 12 months that have caused issues? And maybe just finally, you talked about the payment orchestration side and obviously, not taking acquiring risk there, but maybe looking a little bit more in detail into that from here.

Could you talk a little bit about how the KYC and onboarding process has been different in that business, if it has been different to how you would approach and onboard a normal acquiring merchants, please?

Okay. So on your first question, obviously, the HBR business deserves higher fees, higher merchant fees. So we are speaking of something like 2% to 3% in terms of merchant fees and the value of the transaction. That's for your first question. The second question is that the relationship with Mastercard and Visa is good. There has been no issue in the past with them on those topics as far as I'm aware.

And obviously, we are in close dialogue with them following this campaign. Regarding your third question, which is the orchestration. So the orchestration is a pure technical solution where we are between the merchant and the acquirer, which is a third party in most of the cases. And our role is just to provide the smart routing between the merchant and the acquirer. So as a consequence, there is no KYC. There is no monitoring of flows in merchants, which are just going through our technical integration of an orchestrator.

We will take our next question from [ Gregor Herman ].

Just a few questions on my side. The first one would be a follow-up question on the HBR clients. So I think you mentioned 1.5% of the volumes in 2024. Is this before or after merchant terminations? And then maybe just on a question on the potential feedback that you've received from especially your financial services customers and card schemes today after this media release.

Can you tell us a bit what were these? And then I think over the past months, you've been clear that you've been cooperating with the BaFin and the special commissioner appointed. Just wanted to know if there is anything out of today's media report that is new to the regulator.

Okay. So sorry. So on the financial institutions, so I mean, obviously, the 1.5% is at the end of 2024. So it's after the onboarding of most of the portfolio that was an issue, as said. On your second question, obviously, we engaged considering the gravity of this campaign, we engaged with all our counterparts would it be enterprise merchants, financial institutions and the schemes.

We explained them exactly what I've been explaining to you during this introduction. I mean no one is pleased, and this is why such a campaign is so serious for us. and so unacceptable that no one is pleased of this -- of such a situation, but everyone understands that there is nothing new as compared to what we knew.

And maybe, sorry, just on the last one, the relationship with BaFin and whether there is anything new to them?

No, there is nothing new to anyone.

We will take our next question from Justin Forsythe, UBS.

Just a couple of questions here, if I might. So just wanted to follow up on the tie-in to the schemes here. So we know that the schemes have individual risk thresholds for a percentage of chargebacks for fraud. And I think the allegation that was said is that you guys were 2x higher than that. So just wondering, in that instance, what recourse does Visa or Mastercard have? Would they be willing to shut you down if -- as an example, or limit your activities in any geographies if you did not adhere to those thresholds? And maybe you could just talk a little bit more on the process on either side of that.

And I wanted to just clarify something you said, and I appreciate the 2% to 3% higher fee on the high-risk merchants there. You alluded to the fact that you do some of this business in your orchestration business as well, so non-full stack acquiring -- maybe you could just give an indication of the size of that business that is tied to high risk as well, understanding again that you have different regulatory requirements there, but it seems like it is perhaps a somewhat meaningful part of the business.

And I guess I'm referring to maybe more directly the Ingenico ePayments or the former Ingenico ePayments business there. And I guess, sorry, I said a couple, but one last one to clarify. It sounds like you're saying -- I think some of these articles are suggesting there are illicit illegal activities going on in some of these instances. And it sounds like you're suggesting that, that is not the case, understood the definition of high risk for Visa Mastercard standards. But to be clear, you're saying that there were not any illegal activities taking place on the Worldline platform.

Okay. So on the fall rate, as we stated this morning, our fall rate is below the average of the industry as we can see that in the report from the schemes, okay? So we are in a situation today, which is below the average of the industry, which is that we are below any threshold. To answer more precisely in your question -- to your question, it is fair to say that when you have too high chargebacks, then the schemes may trigger some restrictions in terms of exemption to strong customer authentication. that may require you to adapt your portfolio of merchants so that you fall into the threshold of the schemes.

So that's the way it works. But again, we are today in a very safe situation in this regard. On your second question, so back to the orchestration. So the orchestration layer that we are talking about has nothing to do with the Ingenico ePayments, especially the Global Collect one, which is considered for us as -- so it is a PayFac business. So we consider it as regulated, okay? What we are talking about is not linked to what was the former Ogone solution, which is a technical gateway, but there is no type of business like that. It's more referring to a specific business that we have in Sweden out of Sweden, which is an orchestrator for gaming and gambling, which is not -- again, which is not regulated, where we do not have any KYC and supervision responsibility on the merchants. This business is a EUR 50 million EBITDA business.

So it's not neutral. But -- and what we are considering to go beyond our regulatory obligations and to make sure that the merchants are -- all have their license to operate in the countries that they are licensed. So we are pursuing, we are extending or controls of that situation. So there might be some onboarding of merchants if they do not justify their license. But again, we will still be in the order of magnitude that has been mentioned, which is this EUR 130 million of loss of revenue.

Got it. And then I guess the last one was around just any illegal activities on the platform. I guess, quickly, just to clarify on the Visa thing, if in that instance, they try to -- and maybe you're saying this doesn't apply to you, but if they try to get you to fall into that range and you refuse to do so, is there any other remedial action that Visa, Mastercard would take on the back of that?

No. So as I said, I mean, being legal is part of the requirements from the schemes. And where we have reviewed all the portfolio that could pose any issue in terms of compliance with the schemes, including compliance with law, and we have onboarded those merchants.

We will take our next question from Frederic Boulan, Bank of America.

A couple of questions from my side. So first of all, do you foresee any legal risk on the back of allegations mentioned in the press today? I mean there are some issues which are -- go beyond quality of merchants that infer some legal actions.

Secondly, just to clarify, do you plan to further strengthen the threshold on quality of merchants to avoid issues like that going forward that would increase the overall impact of merchant decommissioning beyond the EUR 130 million that you disclosed before? And lastly, just a follow-up on Adam's question on your exposure, the 1.5% of high bandwidth clients. I mean, can you just give us an order of magnitude on the revenue exposure? I mean you mentioned 2% to 3% value of transaction. But if you could just tell us either what that compares with the rest of the group or more simply the kind of net revenue exposure, that would be great.

Okay. So on the first question, today, we have a framework, which has been put in place over the last years. This framework is strict. And the policy that we have is to have no tolerance against this framework. From what I've seen at this stage, and we had extensive discussions and meetings with the relevant organization. I do not see the need to ever strengthen this framework. We will just continue to check to do the controls that have to be done and to make sure that the way we do the controls are industrial enough.

So I won't tell you that everything is perfect because this type of remediation takes time, it's tooling that you need to put in place and so on so forth. But from what I see, I do not expect a significant evolution as compared to this amount that we already disclosed. And again, that this continues, I mean, monitoring might lead to some continuous onboarding, but it will be from what I understand, part of the ordinary course of business, okay? So on your second question, I mean, it's difficult for me on top of mind to tell you what it represents. But have just in mind that when we are speaking about 3%, it's something that can be 1.5% or 2% above the standard fees that we take from a merchant. So based on 1.5%, you see the magnitude.

Okay. And maybe just on the first question around any legal risks that you think we should be aware of around that the media reports.

I mean, to be absolutely transparent with you, I do not have any knowledge of any litigation or claim that -- on the company linked to those topics. If it were to happen, obviously, we would cooperate with the authorities. But today, there is nothing to mention.

We will take our next question from Alexandre Faure, BNP Paribas.

I have 2, 3 questions. The first one is really a clarification because I'm sure I get it. The orchestration business, is it -- and the portfolio of customers in your orchestration business, has it been fully reviewed as part of the portfolio cleanup that started, say, summertime 2023? Or is the review still ongoing and might carry on for a few months? Second question is on how to think of other regulators outside of Germany? Have they carried audits into Worldline? Or would you expect them to? Have you been in contact with them today?

And my final question, I think you explained that you're now quite happy with the risk management procedures you have in place. Yes it like you as you joined, you felt the need to bolster that team by hiring a new Chief Risk Officer. So where do you see further room for improvement?

So on the first question, so as I said, we have extended this review of the orchestration portfolio, although it was not part of the regulatory scope of the company. This review is in progress. But from what I have as input from the team, potential remediation will be part of the current envelope that we've been discussing over the last year. So that's clear.

Your second question, to some extent, you are never happy with compliance and with supervision, especially when you come with the bank reference in mind. And I think that we need to have the same references. I think what matters today is to go more into industrialization of those control to leverage more on Gen AI so that we make the life of the merchants and the life of our teams easier and that our control can be even more continuous than what they can be today when you have not industrialized enough. So that's the direction. Again, I will not say that the situation is perfect. It has probably significantly improved over the recent years, but there is still room for improvement across the board as many topics in this company.

Got it. And on my middle question around regulators outside of Germany audit.

So I mean, we are in close contact with all the regulators in the jurisdictions where we are regulated. There are, I mean, regular audits, which are performed on the company. There will be some audits this year as there has been last year, and there will be in 2 years from now. So it's normal course of business, obviously.

We will take our next question from Emmanuel Matot, ODDO BHF.

Do you disagree at all with the allegations of those journalists, meaning Worldline had a policy to develop actively business with fraudulent online merchants. Sorry to ask you this question, but what your audit is saying about that? Is it just related to a problematic risk management policy at that period? Or definitely, there was a policy to develop this specific fraudulent business.

I mean I'm not here to judge and to rewrite the story of the company. I was not there. I mean any -- I mean, this HBR business, again, is -- you have HBR business in any portfolio of any merchant acquirer, especially online. It requires sophisticated controls. We did -- the company did increase in the last 2 years drastically their processes and their control. The situation was not perfect. It has dramatically improved. This is what I can say.

And what matters for me is looking forward and turnarounding this company and making it growth and cash generative again.

I'm just surprised when you are saying that there is nothing new from those allegations, nothing new for you. So it means that you were well aware about the situation at the time you joined Worldline.

No. When I say there is nothing new that when we look at the portfolio -- when we look at what has been mentioned in those articles and when we look at the portfolio that has been curated, there is nothing more to be done at a significant scale. This is what I say.

When I joined the company, I knew the public information. I knew what had been told to the external community in terms of issues, in terms of issues with the regulators, in terms of onboarding of merchants, reinforcement of the procedures, what was at stake in terms of revenue to be -- that would be offboarded. And as compared to that, there is nothing new in these articles. What is new in these articles is the way this media campaign has built a narrative that, again, is clearly unacceptable for all the stakeholders.

We will take our next question from Tammy Qiu, Berenberg.

So the first one is this kind of situation is usually quite, let's say, uncomfortable for investors. Would you ever think about doing something like external audit or external kind of consultancy confirmation type of projects to make sure that you have an external or third party to further verify?

And also the second question is, previously, when you have this kind of situation since 2023, have you seen any merchant reluctant to onboard with you or continue to allocate more market share to you because you just worry about you may have any legal framework issue at all?

So on your first question, so you know the situation in which I am myself, okay? So I'm a new CEO. I have nothing to hide by definition. And my purpose is that we are as transparent as we can be, okay? Today, I tend to consider that we have enough transparency across the board that we have done multiple audits already that we know what -- we knew what had to be cleaned up, and this is performed under the supervision of the regulators, under supervision of the Board of Directors.

I'm not sure I want to spend time and disruption to do an additional external audit. But again, my interest is to give the full comfort to anyone around this table. So we will advise if necessary. On the second topic, I mean, up to now, there has been no issue with merchants. And again, we have a framework which is absolutely consistent with the standard of our framework and with the standard of the industry, even there is potential improvement as we already said.

I won't tell you that the merchants in which we are talking today as prospects are happy with the situation, and they expect clarity and they expect all this to be behind us. So it's not good news for the business and for our sales guys, but this is what it is.

Okay. That's very clear. And also lastly, regarding your comment, let's say, what has been reported or written in the news report was actually unacceptable with unacceptable narrative. Would you actually consider legal action against those writers or publishers because they have created damage to your business?

This is something that we are considering, obviously. So that's something that has to be thoroughly thought out because you know that when you go to court, I mean, you need to be properly equipped. So we need to qualify that with our lawyers, but that's something that we are considering, yes.

We will take our next question from Daniel Wong, HSBC.

I guess just a follow-up on the last one. I presume given the magnitude of some of the allegations, at a minimum, you're probably supposed to do a full audit from an independent company because one thing we know across the various verticals in this very complicated sector is that things can often slip through the cracks. I guess the second question is like trust is at the fulcrum of any payments firm.

Are you -- you mentioned, I believe, that you weren't aware of any ongoing investigations related to HBR. But would you be able to tell us if you're aware of any other significant investigations across the broader business that we should be fully aware of?

So on your first question, which is the external audit, I take your point. The second one to ask the question. So I take the point seriously. On the second point, I mean, we are obviously subject to regular audit from the regulators in our various countries that can be followed by recommendations. As of today, I have nothing in mind that should be disclosed.

We will take our final question from [indiscernible], Mediobanca.

Just a question on the orchestration business. If you could repeat the contribution of this segment to EBITDA and how much of this business refers to HBR?

So the contribution in terms of EBITDA is something in the range of EUR 40 million to EUR 45 million, okay? Most of the customers, which are sophisticated customers, cross-border merchants using several acquirers. So a significant part of it is linked to gaming and gambling sectors.

So -- but we also have retailers, international retailers, which are customers. So you have a variety of business. The proportion that is supposed to be regulated as gambling, I understand it's something like half of the volumes. This is where we stand. Okay. So thanks a lot for being present this evening. I hope I've been in the position to clarify the situation. And we will meet again at the end of July for -- to update you on this, but also to present the situation of the company and the perspectives for the full year.

Thanks a lot, and have a nice evening.

Thank you for joining today's call. You may now disconnect.

Ladies and gentlemen, dear shareholders, I am very happy to welcome you for the first time in my capacity as the President of this Annual General Shareholder Meeting of Worldline 2025. Just as last year and so as to preserve the best practices, this general assembly will be transmitted live on the Internet in French and English. After the presentations of the management and statutory auditors, we'll have a Q&A session. And for those who are following this meeting remotely, you will have the opportunity to put questions on the Internet via the online broadcasting interface. In my capacity as the President of the Board, I will chair this combined General Shareholder Meeting.

We will have Mr. Pierre-Antoine Vacheron, our new CEO; and Charles-Henri de Taffin, Secretary General and Secretary of the Board. I'd like to also thank the directors and the main managers of the group who are also present. I would like to, therefore, declare this general assembly meeting open. So first, to implement the applicable regulatory provisions, we're going to set up the committee of this meeting that I will chair.

I will ask the 2 shareholders who have the greatest number of votes and who have accepted this function to fulfill the functions of scrutineers. It is 6 Group AG represented by Madam Julia Fitzpatrick and BPI France represented by Mr. [ Thierry Som. ] They are here besides me. I'd like to thank them for their presence. The committee is set up, and therefore, I'd like to ask Charles-Henri de Taffin, Secretary General and Secretary of the Board to ensure the secretary of this shareholder meeting. I observed the presence of Madame [indiscernible] appointed by the Social and Economic Committee to attend this shareholder meeting, Mr. Joslainernet from Deloitte & Associates, Mr. Vincent Frromba from Grant Thornton, statutory auditors who have been convened, and I'd like to thank them for their presence.

I'd like to inform you that some people who do not have the capacity of shareholders, on journalists, analysts and clerk are also present in this room. I'd like to give the floor to Charles-Henri de Taffin, Secretary of the meeting, who is going to talk about the documentation, the agenda and the quorum.

Thank you, Mr. President. Ladies and gentlemen, dear shareholders, I'd like to remind you that this is the shareholder meeting -- which has been convened by the Board. The agenda and the text of the resolutions have been published in the convening report that appeared in the [ Bilesangalligato ] on the 30th of April 2025. This convening correcting the invitation, the brochure was published on the 14th of May 2025.

I would like to recall that all of the documents required by the code of commerce are at our disposal as well as those of the Social and Economic Committee. This meeting is meeting and requires a minimum quorum of 20% of the shares with the right to vote. And for the extraordinary part, minimum quarter 1/4 of the shares. The core at 76.94% for the ordinary meeting and for the extraordinary meeting, the quorum required for the ordinary and extraordinary parts of the meeting have been reached.

Now as for the agenda of this meeting, 32 resolutions will be submitted to your approval this year. First of all, for the ordinary meeting, we will submit the approval of the accounts, annual and consolidated accounts for 2024 and the attrition of the results. The report on the reseparty agreements, the renewal of the terms of office of 2 directors and the ratification of the cooperation of 1 director, the compensation elements, 2024 for our corporate officers, the compensation policies for 2025 for our corporate officers and the renewal of the share purchase program.

We have for the extraordinary part of the financial delegations as well as the statutory modifications concerning the convening conditions and the vote of the Board as well as the age limit for the President. For the ordinary part, the company has not received any registration of all the draft resolutions on our agenda, whether it's from our shareholders or the economic or social committee.

I'm going to give the floor back to our President.

Ladies and gentlemen, I'm going to present the program of this meeting and the speakers who will be speaking during our shareholder meeting. We have Gregory Lambertie, who is the Financial Officer, who will present the situation of 2024 and the financial performance of 2024 and the performance in the first quarter of 2025. Pierre-Antoine will share with you his first observations and his road map. Ms. Anna Park Independent Director and the Chair of the CSR Committee, will present the CSR road map.

I will present, as far as I'm concerned, the report on the governance as well as the report on the compensation Mr. Van Humbufrom the Grand Toran will speak on behalf of the college of statutory auditors. He will talk about the 2024 accounts and the financial resolutions, Mr. Jose Berne from Delta will present the report on the sustainability reporting. I will then open the Q&A session. The shareholders will then be allowed to put questions during this session, and we will answer the questions that have been transmitted to us via the transmission interface live during this meeting, and we will end our meeting with the votes on the resolutions that have been proposed to you, and we will announce the results.

Ladies and gentlemen, dear shareholders, I suggest we look at a video on the group.

[Presentation]

I'm going to give the floor now to Mr. Gregory Lambertie, who is the CFO, he's going to present the state of appears for 2024 and the financial performance in 2024 and the first quarter of 2025.

Thank you, Wilfried. Ladies and gentlemen, dear shareholders, good afternoon. My name is Gregory Lambertie, Financial manager of Worldline. I'm going to talk to you about the highlights of 2024 and the associated financial performance before giving the floor to Pierre-Antoine Vacheron who is the CEO since the first of March 2025. first, the main financial elements for 2024, the situation was less favorable in the second half of the year, and our revenue was EUR 4.6 billion in 2024. That is an organic growth of 0.5%. And made up of 2.1% growth in the first half and a slight slowdown in the second half by 1%.

The adjusted EBITDA for 2024 was [ EUR 1.07 million. ] That is 26.7% recorded in the second half. Excluding the cost linked to our Visa and Mastercard, our margin that 27%. We have focused on costs and cost generation with a cash flow of [ EUR 21 million. ] And recurring expenses, EUR 139 million related to our '24 plan. This is a conversion rate for the EBITDA of roughly 19% or 32%, not including the expenses related to Power 24. The normalized net income of the group reached [indiscernible] is 9.4% of the revenue, whereas the reported net income the group represented a loss of EUR [ 27 million, ] mainly due to the exceptional provision related to Power 24 and because of the review of the fair value of the shares the preference shares of Ingenico.

The diluted normalized earnings per share reached EUR 1.53 per share. in 2024, there was a slowdown and a loss, but we pursue the development of many partnerships we set up a solid basis for future growth. I would like to particularly mention the strengthening of our partnership with CCB, our Credit in Italy. And I'd like to add that we have added 85,000 new merchants. The expansion of our commercial presence through the supply of independent software like ISV, Telestro or BIC. We have also signed a partnership in Italy with the RCH for integrated payments at the point of sale. And this joint venture with Credit Agrio, which is progressing with the first offer meant for SMEs, which is on sale and it will be followed in the second half of the year for projects for large companies.

Among the other future acceleration factors, you have integrated payments, 30,000 integrated merchants to the OPP platform so we can better target ISVs and the markets in the whole of Europe as well as the expansion of our tab and mobile solutions and the transaction volumes represent some EUR 30 million per month and are posting rapid growth. As for our other divisions in financial services, in spite of the internationalization of our major client absorbed by a competitive bank, we've signed some major new contracts, especially in the field of immediate payments.

And these new signatures generated some EUR 200 millions of euros of future business that is a growth of 50% compared to the previous year. This comforts our ambition to renew our growth in the near future. And finally, in the Mobility and e-Transactional services, the growth was pursued in 2024 because of our dedicated solutions for health online, and we are continuing developing and innovating for example, with the new electronic e-ticketing service that should keep gaining ground. And thanks to our artificial intelligence integrated solutions.

As I was saying earlier on, the available free cash flow and the mastering of costs were our main concerns. Power 24 is on line with our financial objectives. This will allow us to carry out cash savings of EUR 20 million annually with the full efficiency -- operational efficiency that will be expected at the end of the year. These savings are visible at several levels at a level of our P&L, we have recorded a gain of EUR [ 17 ] million based on our cost in 24, and we expect to save EUR 50 million more in 2021. As for our investments, we have continued our expenses in 2024 that account for 6.1% of our revenue versus 7.2% in 2023.

Our streamline and integration costs have also dropped by EUR 50 million. And all this has allowed us to have a free cash flow of more than EUR 200 million in 2024, and we will pursue paying particular attention to controlling our costs. Now if we look at the financial performance per division in 2024. The Merchant Services generated an organic growth of 1.9%, with a slowdown in the economy in general in the second half compared to the first half. And because of specific problems in Australia and e-line commerce and the selling back of terminals.

The EBITDA reached EUR 815 million. The revenue of financial services dropped by 5.1%, impacted by the reinternalization process and the EBITDA reached EUR 242 million in the segment. At METS, the growth in sales reached 2.1% and the EBITDA stands at $68 million of our central costs have dropped by EUR 6 million compared to last year. Now if we look at the P&L, as for the operational elements of the P&L, our EBITDA has reached EUR 750 million. The greatest impact on the EBITDA is an expense of EUR [ 203 ] million related to our Power 24 plan, and this is a noncash provision related to our restructuring staff restructuring costs -- the integration and streamlining costs have gone down by EUR 59 million.

The net financial expenses have reached EUR [ 4.6 ] million, mainly impacted by the variation in the fair value of EUR 49 million for the preferential shares of TSS and the tax expense stood at EUR 11 million. So the group's net income stands at EUR [ 297 ] million and the normalized net income group share at EUR 434 million. This is the available cash flow. We have generated EUR 201 million of free cash flow, that is 9% of our adjusted EBITDA. As for the main elements, the variation in the working capital requirements represented an of EUR 72 million. The taxes paid increased in 2023 because of a different sequencing of our payments. Our investment CapEx dropped by EUR 50 million. to EUR 22 million. And our integration and streamline costs dropped by roughly EUR 50 million, not including the temporary impacts of the plan of the Power 24. And the cash flow available before power 24 in 2024, stood at EUR 240 million. And stood EUR 201 million. That is the figure at the bottom of the table with a conversion at 19%. And finally, in terms of our net debt, at the end of 2024, our debt stood at -- net debt stood at EUR 2 billion, including the IFRS 16 contract, that is 1.9x the adjusted EBITDA.

In terms of the management of the debt and cash. We've signed a renewable credit facility, EUR 1.125 million by July 2029 by replacing the previous facility which was combined at EUR 1.05 billion. And the maturity was in December in 2025. We have a new bond of EUR [ 100 ] million. The deadline is November 2029. This bond is rated BBB according to Standard and poor. And we have bought back and canceled part of the [ OCN ] on for July 25 and July 26 for a total amount of EUR 250 million, and this was done in November 2024. The group is still managing the maturity profile of its debt while maintaining a high level of liquidity, and we have completed a bond operation 2 days ago for EUR 150 million rated BBB by Standard & Poors with a coupon of 5.5%.

We have bought back part of the [ OCNs ] in circulation that will be mature by July 26. For a total amount of in -- to end this part and before giving the floor to Pierre Antoine Bacon. Let's have a look at the performance in the first quarter of 2025 will land in the first quarter. the revenue was in compliance with its initial expectations with the drop in our services to merchants 1%. That is a drop of 3.5% in terms of our net base. our revenue has progressed by 3.5% in our Merchant Services division. The gap between the NR and the revenue is mainly due to the mix between our merchants and products. The revenue in our financial services has dropped by 8.9% because of the reinternalization of the merchant I mentioned and the revenue of the METS has increased by 2%. Thank you to give the floor now to Mr. Pierre-Antoine Vacheron, our CEO.

Thank you very much. Good afternoon, ladies and gentlemen, dear shareholders. I'm very happy to have an opportunity to speak to you for the first time here this afternoon, 3 months after I was appointed by your Board. And I would like to give you my analysis of the status of the group and also give an initial report to you on the many initiatives that we have been taking since I arrived in the group to put the company back on the rails towards value-creating growth especially for the shareholders.

Now my experience in this kind of situation goes back many years, more than 15 years actually in payments, 9 years within Ingenico and 6 years within the BPCE Group help me to work fairly speedily in getting into context with the reality of this company. and getting to note from the inside, in other words, without, of course, then claim to knowing all about it just yet. As of the 23rd of April, I presented on the occasion of the reporting of the revenue figure for the first quarter, initial thrust for action. -- for this group to go forward. The first challenge in the short term was and still is to get our organization up and running in marching order. The company has been embraced by difficulties that is encountered in the last few years, the accumulation of integration projects into the merchant services business, the loss of certain strategic key clients on the financial service side, difficulties with regulators, the implications of the Part 24 plan to that cut off to a good start with good intentions, but that was reflected by losses in skills, skills drain that pose problems in certain places.

The second challenge for the upcoming months for me is to streamline all of the issues going on rationalizing the business portfolio, resolving also product challenges in the short term to bring us back to a competitive stance with a particular challenge that we have regarding payment term that we shared with the investors in April regarding therefore, the payment terminals and value proposition to small merchants. We also need to clarify the priorities for our team so as to facilitate the convergence of platforms. And finally, also bolster the resilience of our operations be it the stability of the technical and technological platforms or incident management, also compliance with regulations and our obligations to fight against money laundering and of course, work to counter terrorism financing and also take care of operational and counterparty risk.

And the third major challenge I see for the pathway before the company now is to identify future growth opportunities, define also a strategy for capital allocation that will be efficient with the objective of presenting our guidelines at the Capital Markets Day at the end of autumn this year. The overarching objective, as you've understood, is to generate value for all of our stakeholders, satisfy our customers better to generate better margins, of course, have better asset rollover and strengthen our cash generation processes. This initial period of 100 days for me was really an in-depth period when I had to go into the different entities of the company thoroughly so as to former diagnosis, a baseline assessment and create the dynamic we need and also the disruptive actions as we call them, that will be required by the situation at had.

So I spent a lot of time in listening to and encouraging our teams in our main European geographies, combining also working sessions and meetings with all of the employees in town hall kind of sessions. And the same holds true for our major partners, the merchants, the banks, the technological partners -- and we, of course, have our investor base to take or to our strategic shareholders as well and the institutional investors all to 2/3 of our shareholdership was met with during the last 3 months. So we want to gain traction and a new dynamic must be given to move forward on concrete subjects. Firstly, the new e-commerce offering that's called CAW, while CAW developed by Worldline is being distributed since last month by the Credit Agricole network. And yesterday, I was stocktaking on this. We have more than 150 merchants that have already availed of this offering by CAW.

Yesterday, we also announced the signature of agreements with EPI and the availability of the WEO proposition for our merchants as of this summertime, starting off with Germany. We also started to deliver new generation terminals that we were missing in Q1 in Belgium and in Germany in the last few weeks. But our activity is a service business and financial services, too, of course. And it's, of course, underpinned by technology. So that's the reason why a large share of my time consisted of conducting an initial review of our infrastructure, the platforms, incident management. There's still to mill incidents and the quality of customer support. Of course, the arrival of our new lady CTO on the first of July, will enable us to speed up in this area. But already, I have bolstered the teams when it comes to IT operations management. We couldn't wait for that to be done.

Now these rates of new managers are part of a more general move, more targeted really. We want to renew a certain number of executive positions. The initial ones were announced on the 23rd of April with a new person to oversee the services for small merchants and a new person in charge of Risk, a new Chief Risk Officer, really experienced person and the objective is to supplement our managerial teams by the end of Q3 and also have an impactful team, a strike force to speak, so as to go and pursue the transformation we need to pursue. These reinforcements that are really targeted are part, some of them anyway, of whole development process in our organization, which is merchant services, in particular, that we presented to our teams this week aiming at bringing together the product strategies, the platforms and the markets on our different segments and make sure that decision-making takes place at the right part of the organization. Of course, the organization isn't everything.

The rebirth of Worldline and this transformation will require to make deep-seated cultural changes especially in the management teams with less bureaucracy, more decision-making and responsibility, empowerment at the right level. and we've got to be out in quest of excellence, especially in customer management. So the last year, I'd like to refer to now group level is the optimization of the management of our financial resources. Given the uncertainty we had regarding performance for this year, we rolled out an additional savings plan of EUR 50 million on OpEx and on CapEx. This plan was designed collectively with all of the management team is moving forward in compliance with our expectations in accordance with what we expected with, of course, greater impact that will be felt in the second half of the year than the first.

We also fast-tracked our refocusing projects for our business portfolio, and we'll comment on that when the time comes. And finally, as Gregory Lambertie was saying, we also opted for active financial management of our balance sheet. With the extension of our RCF, the issuance of a EUR 550 million bond at conditions that were fairly similar to 2024 and the buyback of 40% of our convertible bonds the maturity date being 2026. So the window of opportunity was right. And in the current geopolitical context, we had to act opportunistically, and that's what we did. Now when we -- look at the diagnosis, as I was explaining, I did in April, we see that Worldline is indeed a fine company. That's what comes out of that process. It's a great brand and the proof of it is the ease with which we attract payments. I mean, when we need to find financing on the market, we find it. So this is a growth industry. it's growing faster than the [ GP, ] even though it's lower than what it was in the past, but we want to position ourselves on the high-growth areas within this industry and the bigger margin-generating areas, of course, too.

So we're covering the whole value chain, but we've got to improve and make more visible our ability to innovate, especially by speeding up what we do regarding cloud computing and generative AI-genAI, and especially putting the customer experience, the customer journey in the forefront of our decisions. We have critical mass, critical size. We managed EUR 30 billion worth of transactions per year. manage a huge number of cards and card transactions. We have many, many merchant clients. Nobody can say that we haven't got critical mass, but we have a major challenge about totally converging our platforms and rationalizing our cost base. And also, we have a lot of -- with a big, I mean, talent pool, lots of competencies and unique experience in offshoring in the payments industry. And what we've got to do is bolster the resilience of our teams and our processes now and just be more demanding day-to-day.

As you've understood, you see it on the next slide, we have a springboard. Yes, we have a sound springboard. It's important, but we've got to do a lot of things to get the company back, not on the springboard, but on the rails. And I won't go back to the performance in Q1, it probably reflected the difficulties of the company currently. We were impacted and still are impacted in this quarter as we expected. By the end of partnerships in the financial services part of the business and also by the discontinuation of businesses that in merchant services that were not in line with what Worldline wants to be reputationally speaking and in terms of compliance.

We are currently rolling out a 5-year strategy, a multiyear strategy to fight against financial crime, so as to bolster supervision and implement in a harmonized way throughout all of our entities, the regulatory requirements that are growing and growing these days. There are many projects underway, so as to improve the maturity and the efficiency of our arrangements, and we're continuing to bolster our risk appraisal policy connected with merchants. In this context, we cooperate fully with the regulators, of course, who supervise us, and with whom we're in touch regularly on all of that. And now the arrival of Tim mineral that we announced in April will help us a lot. And you can remind my support as a banker in the past to make sure that these compliance issues will be addressed in a very demanding way. Also, we're exerting maximum pressure so as to deploy terminals, new generation terminals in compliance with required standards.

This is an exercise that has to be done market by market though because payments are really compartmentalized still in Europe, and that will take time necessarily. Finally, the trend in the margin in Q1 wasn't great, given the customer mix we had more air traffic, fewer small merchants and so on. So what we want to do is turn around that trend in the customer mix, especially in the SMB world, but it will take time. And that's why we initiated the savings plan, the EUR 50 million worth that I mentioned a while ago. As you know, we'll be announcing our outlook at the end of July, giving guidance there when we report our first half earnings that Mr. Chairman and your shareholders sums up what's been going on in the company. There are 3 main convictions I would like to share with you.

Our addressable market is mainly European and it's a growth market. And we have critical size there. and we have a unique positioning here in Europe. And I'm not the 1 who says it, it's our customers who say our major banking partners, big companies, big corporates, who are expecting us to be the player, European of choice in payments. And my last conviction is that 2025 is a year when we get ourselves back on the rails in this company, a lot is underway. A lot remains to be done. There are hard yards to go, but I have no doubt about our ability to get back to a value-creating growth pathway in the future. And of course, growing value, especially for you as shareholders.

I'd like to thank you for your attention and give the floor to Agnes Park, who will sum up on the CSR road map next.

Ladies and gentlemen, dear shareholders, in 2020, your company rolled out a program called Trust 2025, which embodies all of the ambitions we have in the company in terms of the CSOD requirements, and it's totally aligned to the new materiality metrics that is now required. In 2024, there are several indicators that are already ahead of our objectives for 2025. minus 45% of CO2 emissions as pot to 25% initially slated EUR 95.3 million percent of the expenses related to strategic supplier value as and the target for 2025 was only 90%. So that bolus our attractiveness. This year, satisfaction of employees also remained high with a rate of and the good results that we achieved with the nonfinancial rating agencies also show -- that's what we've been doing is born fruit. During 2024 Walden reinforced its decarbonization plan of our payment activities, of course, this action plan confirms the alignment of the company with the Paris agreements as validated by [ STI ] for the time line of 2030 and enables us to continue proposing to Worldline clients.

Decarbonized solutions including the fact that demand has increased a lot since the start of the year because of the advent of [ CSD. ] Now the Worldline decarbonization plan aims at reducing the energy consumption of buildings and rolling out more generally, decarbonized energy sources such as renewable energy sources, reducing the environmental impact of our IT production to analyzing in detail the CO2 emissions generated by our solutions so as to propose to our clients decarbonization actions and engage with our suppliers on the need to decarbonize goods and services that are sold to the company. So this action plan should enable us to reduce our carbon bill, so to speak, as it may be called, but also proposed solutions where emissions will be reduced and actively contribute to reducing carbon to contribute to neutrocarbon neutrality.

During the 2024 financial year worth and pursue these efforts that we'd be making in favor of equality at the workplace. -- between men and women, of course. Our action plan gravitate around 4 major strands. Obviously, it's not something that will happen by itself. So transformation and equity to start off with developing female leadership via programs like RISE, her specific to your company and bolster an inclusive culture, culture of inclusion at all levels of the company and also guarantee process that would be transparent and equitable in terms of HR. These efforts bore fruit. The proportion of women in the group went from 35% to 36%, with more than 45% of women recruited in 2024 as opposed to 38% in the previous year of 2023.

Female participation in the talent program is also progressing very nicely, 36% in 2024 versus 32% in '2023. And the representation of women in the top measurment Echelon has gained 2 percentage points. I'd like to salute these achievements in spite of the transformational context, the HR people are very good professionals, but it's a complicated matter to get all this done at the same time in parallel, and they've put in a very good job of work. And also, I'd like to extend thanks to Mr. Bastian Monro to the CSR manager there for Worldline for the efforts he's been putting into -- thank you for all your help and support. And I'll give the floor now back to you, Mr. Chairman.

[Interpreted]

Like to thank all the speakers, Gregory Lambertie, Anton Vachon and Agnes Park. Now it is time for me to present the report on the corporate governance to give you a clear vision of our governance. Its recent evolutions and its activities. To begin, I'd like to remind you that all the details and particularly the details on governance, our activities and ambitions figure in the URD 2024, the convening brochure and the addendum Arco disposal and suggest you refer to them. On this slide, you can see the current composition of the Board since the beginning -- since the departure of Mr. [indiscernible] in September 2024. So we have 13 directors, 7 independent directors, directors who are our shareholders and strategic partners as well as to employee shareholders.

Before the current meeting, your board included 64% of independent directors, 46% women and 64% of non-French directors. A representative of the social and economic committee also invited to the Board, but he does not have a voting right. As you know, since 2021, we have initiated a great amount of work to redimension our Board because the size had increased after the acquisition of Ingenico in 2020. The plan to gradually reduce the size of the Board was finalized during the last general meeting as announced. This resizing of the Board was accompanied by deep renewal of its composition, so as to enrich it with new talents to diversify the profiles and to strengthen the complementarity between the directors. In 2024, 6 directors, therefore, left the Board and 3 new directors were appointed.

The work was carried out by my predecessor with the nomination and appointment committee and my participation by implementing the following principles. Equal treatment between all the directors a balanced representation of the shareholders and strategic partners, compliance with the legal requirements and the recommendations of the Fed media code maintenance of a high level of independence complementarity and adequation of profiles and skills and respect of our diversity and nondiscrimination policy. You see on the screen the talent metrics of our Board. The resizing and the reshuffling of the Board have allowed us to strengthen the collegiality as well as the diversity and complementarity of all the skills and expertise particularly in the field of technology, management, governance, finance and transformation as well as human resources, particularly in the sectors of banking IT and technologies.

To maintain a high level of independence to strengthen the multiplicity of gender and nationalities and guarantee an efficient and robust governance adapted to our group's issues at stake. We've put at your disposal and detailed metrics of the individual competencies of our directors in our 2024 URG and our convening brochure. The presidents of the Board was entrusted to me after last year's shareholder meeting. And I can testify that it is operating efficiently. It is of great quality. There's a great complementarity between all the profiles, and this is exactly what the group requires. Now let's go on to the activity of the Board and its committees in 2024. The activity was particularly intense and dense, the Board in close collaboration with the governance team and the general management mobilized itself strongly and was greatly involved at a time when the group was in full transformation. 19 meetings of the Board were held with attendance rate of 97%. 47 meetings of the committees with a tenant's rate of 97%.

Four sessions were held with the directors without the presence of the leaders and the executive corporate officers. We had a strategic seminars that we could exchange with the key managers in the group, on the group's strategy, the market trends and a great variety of key topics. We also organized topical sessions. We organized training throughout the year to strengthen the interactions between the directors and major group managers. And this on a large number of topics such as artificial intelligence, cyber security, technology, risk, security, safety, compliance and CSR. During this turning point for the group, we really needed the strong involvement of the Board in many areas. As you can see on the screen the main work carried out by the Board in 2024 were particularly carried out on the strategy, particularly the positioning of the group, the market trends, the competitive landscape and the partnership with the [indiscernible], the main investments and reviewing the portfolio which could give way to potential targeted disposals in this perspective of refocusing.

We reviewed the activities of the outlook, the budget -- the objectives as well as the financial and nonfinancial performance of the group. The finalization of the Power 24 program, the financial strategy, the governance of the company, as I mentioned a few minutes ago, the new composition of the Board and the change of the selection process of the new General Manager, the audit internal control, risk management, the improvement in resins safety as well as compliance and all the topics related to our policies and action plans. Human resources and the compensation of our managers, I will talk about this Lichun. The CSR and climate strategy that has just been presented to you and the setting up of the sustainability report.

2024 was very rich and intense, and this illustrates the very active role and the commitment of the members of the Board. As you know, after the departure of Mr. Ji Kapinaat the end of September 2024 the selection process for the new general manager, CEO was a key step for the group and its governance. The Board upon the recommendation of the appointment committee decided to appoint Marcario as joint CEO in his capacity of CEO to ensure this interim period, rigorous and deep selection process was initiated and carried out by the Board in close collaboration with the appointments committee and with the help of an international recruitment firm to ensure the best adequation of the profile of the person with our issues. Together, we have determined in a very precise way the profile of the new CEO. A leader with an international experience, a deep knowledge of the sectors of payment and great success in the field of transformation animated with an entrepreneurial spirit.

After having analyzed multiple profiles, with different experience diverse nationalities. We believe that Pierre-Antoine Vacheron was the best candidate for the group because of his rich experience in the field of payments and in the banking sector. his international scope and his efficient leadership to support the transformation and the growth of our group. He also benefits from the great operational expertise and a good performance in terms of mature. Antoine joined us on the first of March as our new CEO. His knowledge of Worldline and of the sector allowed him to take immediately in charge the most burning and most important topics. He is totally -- he's totally committed to the group. He presented his road map and his priorities for the group, and he benefits from the full support of the Board.

The Board is convinced that under his patches well aligned with -- will strengthen his position as a champion in payment technologies and will generate value on a sustainable basis. Here, you see the presentation of our mode of governance, which is well balanced, thanks to a separation of the functions of the President of the Board and CEO in compliance with our articles office position and which was strengthened in depends on the Board on line with our best governance practices. More than 2/3 of the boards are independent directors and committees are made up by 2/3 of independent directors. This structure will allow us to preserve an efficient and balanced governance. Now to preserve the balance in the composition of our Board and strengthen complementarity between the profiles, the Board suggests upon the recommendation of the appointments committee to approve the renewal of 2 Board members. Metcash and Michael Stollarz, whose terms are coming to an end to ratify the cooptation of Director, Jerome Grivet, and to appoint a new independent director, Rodolfo Savitzky.

First, the Board proposes upon the recommendation of the appointments committee to renew the terms of office of Matakana, Independent Director since 2019. Meta is an accomplished Director. She has 20 years of experience in the field of payments, IT and technology. Her international profile in northern markets is an asset to strengthen the international dimension of our group, Her average attendance rate at the Board stands at 94%, which reflects her commitment and involvement. The Board also suggests upon the recommendation of the appointments committee to renew the terms of office of Michael Stollarz, who joined our Board in 2020 when we acquired Ingenico upon the proposal of the DSV group, that is a first-class commercial partner in our Payone joint venture company in Germany.

Marco has a high level of expertise in the field of management, governance, risk and investment and a great experience in payments, banking, IT and technologies. He is very much involved in the works of the Board with an attendance rate at 100%, ensuring a rigorous supervision of our activities. As CEO of DSV. Michael is a precious asset for our Pay 1 German joint venture. The Board then proposes upon the recommendation of the appointment committee to Rafa the cooperation of Director, Jerome Grivet, upon the proposal of the Credit Apical, our strategic partner and first-class shareholder of Worldline. And this after the departure of Olivier Gavalda on the 23rd of April 2025 because of his appointment in his capacity as CEO of Credit Africa.

Jerome has occupied and occupies high-level positions at the Credichile. And recently, he was appointed joint CEO, and this shows the renewed trust in our strategic partner as well as his will to be represented by 1 of his key managers within our Board. He will provide the Board and the investment committee, his experience and his skills in the field of management, governance, finance, audit, risk management, strategy and investment as well as a deep knowledge in the field of financial services and banking. I'd like to remind you that since the departure of Gilles Raine in September 2024, there was a vacancy at the Board. Our President of the Audit and Risk Committee, Aldo Cardoso will have worked for 11 years soon. within our Board. So therefore, upon the recommendation of the Appointment Committee, we have felt that it would be good to present the appointment of an additional independent Director, Mr. Rodolfo Savitzky, who had joined the Audit and Risk Committee.

He has been trained in engineering and finance and Rodolfoski has a vast experience in financial management and transformation in international listed and nonlisted companies and in many industries, especially in the field of technologies and IT. Rodolfos we developed a great experience in governance in the listed companies, asset manager, but also as Director and Chairman of various audit committees. He will provide the Board and the Audit Committee and Risk Committee. His experience and his skills in the field of finance, management, transformation in international environments improvement of our performance strategy and governance in several sectors. For further details, I'd like to remind you that their Bagraphis figure in our meeting brochure and the addendum are at your disposal. Now we are going to view a presentation of Jerome Grivet and Rodolfo Savitzky, the new directors who will be submitted to your approval, and we will begin with Jerome.

[Presentation]

And we will continue with a presentation of Mr. Rodolfo Savitzky.

Dear ladies and gentlemen, valued shareholders, I'm really honored to be part of Worldline's General Assembly and to be considered for a position at its Board of Directors. Allow me to introduce myself. My name is Rolf Samik, and I have been in leadership financial positions for over 20 years. My passion is creating value through investing behind growth and innovation, driving operational excellence and develop Intel. Most recently, I was CFO and member of the Executive Board of Software One, a leading software and cloud services provider based in Switzerland. The company is about to close a major strategic transaction in June, an operational excellence program, which I led has set the foundation for a successful combination delivering significant synergies and EPS accretion once the transaction is complete.

With this milestone, I will now focus on my nonexecutive roles and some privately backed ventures. I'm also a member of the Board of Directors and the Chair of the Audit Committee of Euro API, a contract development and manufacturing organization based in France, and UCB, a pharmaceutical company based in Belgium. Prior to Software 1, I was a CFO and a member of the Executive Committee of Lonza, also a leading contract development and manufacturing organization based in Switzerland. Prior to that, I worked for Novartis in different leadership financial roles, and I started my career at Procter & Gamble, where I had roles in finance of increasing responsibility across Latin America, Andrew. I'm really excited to contribute to Worldline success as a Board member and a member of the Audit and Risk Committee particularly in areas like finance, transformation and governance.

It is a really exciting opportunity, and you can count on my commitment to put all efforts to make my contributions to Worldline part of the company's success. Many thanks for your trust.

This slide shows you the makeup of the Board following this shareholders' meeting. Of course, if you adopt the resolutions proposed when it comes to governance of your company. So Board would be made of 14 Board members then with 2 employee representatives, an independence rate of 67%, a percentage of women of 42% and 67% in of non-French nationality directors. This composition of the Board would be quite in line with the enforceable legal requirements and in line also with the recommendations of the FF MEDEF code and the best practices in terms of corporate governance. Thanks to this configuration, we're quite convinced that the Board will, hence forth have all the necessary skills it needs to support the group in this crossroads period.

So you can see now on the screen, the changes in the composition of our different Board committees that would -- and so from all of that, Jerome Grivet would retain his functions within the investment committee and Mr. Adolfo Savitzky, will join then the Audit and Risk Committee. And these conversations will reinvest with high independence rates and in all respects in line with the recommendations of the AFEP-MEDEF code. Finally, 2 amendments to the articles of association of your company are going to be proposed to you in the resolutions later on. The first 1 concerns the amendment of Article 18 concerning the arrangements for convening and the Board and deliberating in the Board, so to take account of the provisions of the French law that is called the activity -- attractiveness rather at. Now this amendment would enable Board members to attend the Board by any means of telecommunication. It would also enable us to use a written procedure written consultation, and it would also make it possible for Board members to give their opinion by any written means.

The objective is to give your Board more flexibility in the arrangements made for decision making within the Board. whilst continuing to grant special importance to in-person attendance of Board members at the meetings of the Board to make for more joint efficiency. The second amendment concerns the age limit for the Chairman of the Board. I'd like to recall that in order to enable the appointment of Mr. Bernard Borgas Chairman of the Board of Directors within the context of the friendly acquisition of the Ingenico Group SA in 2020, the articles of associated with the company had been amended to increase the agreement of the Chairman. Following the departure of Mr. Borja and taking account of the changes in governance that have taken place, the Board of Directors at the recommendation of the Appointments Committee proposes to you today that we should revert back to the age limit of 70, 70 years of age that was enforceable on the Chairman at the time of the IPO of Worldline in 2014.

We should point out though that this age image would be appreciated at the time of the appointment or the reelection of the chairperson. Ladies and gentlemen, dear shareholders, I would like to thank you for your attention, and I think we should now move on to the report on compensation, remuneration in the company. Dear shareholders, I'd now like to present the report on compensation. I'd like to recall that you'll find all of the details in our universal registration document for 2024 for the URD and also in the convening brochure that were made available to you. Let's start off with the main components of remuneration for 2024 of the corporate officers taking account of the changes in governance during the course of the year.

As you can see on the screen here, the total compensation of Board members in 2024 stood at EUR 878,000. That remains substantially below the total package. Taking account of the departure of Mr. George Page, Chairman of the Board -- acting Chairman of the Board; and then the appointment of the 13th of June 2024. myself, the annual fixed compensation of the Chairman of the Board that EUR 300,000 was allocated according to the rule of pro rata temperate on a proportional basis. In the context of Resolutions 8, 9 and 10, put you here today, we propose that you should approve these components of compensation in line with the compensation policy that you approved last year. And if you don't mind now, we'll move on to the 2024 compensation components of the executive corporate officers, which are the focus of Resolutions 11 and 12. Now here you see on the screen, the remuneration of the executive corporate officers for 2024. We should note that it's a pure enforcement of the 2024 compensation policies approved last year.

The annual fixed compensation was allocated according to the rule of pro rata temporis proportionally taking account of the changes in governance. The annual variable compensation for 2024 is based on a rate of achievement of 8.19%, taking account of the middling performance, fair to middling performance of the group. The financial criteria, therefore, don't rise to any payment only the CSR criteria were partially achieved. Concerning the multi-annual variable compensation, Geograpine lost his entitlements concerning the performance action plans underway following his departure. Concerning Marie his service agreement, which had been suspended when he was appointed in 2018 as Deputy CEO. This was reactivated in early March 2025 when his capacity of acting CEO came to an end. He therefore didn't lose his rights concerning the multiannual plans underway. However, his multi-annual variable compensation was reduced pro rata temporis, so as to cover the span of his term as an Executive Corporate Officer.

Finally, I'd like to recall that it was decided last year to convert their annual variable compensation for 2023, which was reduced to 49.5%. And into -- the form of performance shares on the basis of a stock price set at EUR 22.5 in order to bolster the alignment -- the alignment of their interest with those of the shareholders. These performance shares will therefore be delivered only in 2026 subject to the achievement of a single performance condition connected with the stock price of the Worldline stock, which it was said had to achieve EUR 22.5. So you find on this slide next, the departure conditions, the severance conditions or shield grain there. a strict application of the compensation policies approved since 2019. I I'd like to recall that when [indiscernible] was fully devoted to Worldline operation in 2019. It was decided to set up a supplemental pension schemes and mechanisms that help them to -- help to offset form rather the last entitlements that happened and that we'd acquired during the previous years within the Atos Group.

So these components of compensation were approved in each general meeting annually of yourselves that took place previously, that is included in 2024 and these were implemented following his departure in a very strict way. This slide shows the breakdown. It's a strict application of each of these mechanisms. Firstly, the annual income respect to the supplemental pension schemes and then the implementation of the offsetting, the compensating guarantee set in place in the event of constrained departure, which gives them an entitlement to a complementary annual income in certain conditions. In respect of this guarantee mechanism, our net bonds of EUR 2.6 million was paid into a life insurance contract, Article 82. And we should note that this amount remains in any case, lower than the cap of 2 years compensation that is fixed and variable annually. That was recommended by the FM code.

Now let's have a look at the multi annual share-based variable compensation of the executive corporate officers. The multiannual 2022 variable compensation plan post a level of achievement of 11.5% for the senior managers and members of the Executive Committee, the performance conditions were not adjusted in 2024 in spite of the revision of our guidance. Concerning the 2023 plan we conducted an adjustment of the performance conditions for 2025 to align the 2025 objectives with the 2025 budget approved by the Board of Directors. The objective being to loyalize our talent and the competencies of the key contributors to the group. In return for this adjustment, the vesting will be limited at 60%. However, this adjustment will not be of any available to the senior managers or the members of the Executive Committee. They will not be able to avail of that. Concerning the 2024 plan, the 2024 objectives were not adjusted following the revision, sorry, of our guidance in 2024.

So now we will tell you about the compensation components for 2025 of Marc Henry depot acting CEO for the period between the first of January [indiscernible] February 2025. Following the departure of geographic, the Board of Directors defined the compensation policy for Mr. Marc Henry Depot, who was the ad interim CEO, in line with the compensation policy approved by the 2024 Shareholders' Meeting, in the event of any changes in the governance structure. As you can see here on the screen, the compensation of Marc Henry depot when he was appointed as interim CEO [indiscernible] by virtue of this condensate Pimcore would then, for this period, would receive compensation pro rata temporis that would be fixed compensation of EUR 95,000 and variable compensation to the tune of EUR 6,452. Let's now look at the compensation policy for the corporate officers for fiscal 2025.

You called upon to vote resolutions concerning the approval of the conversation policy for 2024 of the Board members, the Chairman of the Board of Directors and the CEO. You can see on the screen here now, the 2025 compensation policies for the Board members and the Chairman of the Board of Directors submitted to you on the poll in the resolutions later on. Concerning firstly, the Board members, the directors, the total annual package would remain unchanged at EUR 1.2 million. we propose ever that we should change the allocation rules to take account of the implication, the involvement rather of the Board members in this key period for the group. So as to bring their compensation closer to the average of the SBF 120 index companies, while it's remaining below that average, but coming closer to it. along the same lines concerning the Chairman of the Board, the Board on the recommendation of the Compensation Committee proposals also that you should increase its annual fixed conversation and bring it to EUR 375,000 given the commitment that will be necessary at this crossroads period in the group, undergoing a lot of transformation and with our revisited governance structure.

This would also enable to bring his conversation ever closer to the market practices whilst remaining also below the market average. Let's now move on to the compensation of the executive corporate officers. You can see here on the screen, the structure of the compensation of the new CEO, Mr. Pierre-Antoine Varon. You can see on the screen, the compensation policy proposed as of the first of March 2025 in the context of managerial transition and the policy that would then be enforceable on him as of 2026. These policies comprise fixed annual compensation of EUR 700,000. And equivalent -- and equivalent target variable annual compensation figure of the same amount, therefore. And as of 2026, it would comprise multi-annual variable compensation, which will be stock-based to the tune of EUR 150,000. The total cash compensation of the CEO is aligned to the lower quartile of the SBF 120 index companies whilst his annual total compensation, the target level, at least will be positioned slightly above that lower quartile of the SBF 120 index.

This conversation policy takes account of the specific context, the group finds itself in right now. In a really important crossroads, strategic stance, which requires us to come to terms with a lot of challenges that require a whole transformation [indiscernible] uncertainties have to be taken into account, and we have a stock price that rates. So we think this is warranted. However, concerning the annual variable compensation for 2025, we propose that we should modify the weighting of the financial indicators and give the same weight that 30% to each of the performance criteria of a financial nature, that's the generation of cash via the free cash flows, the revenue figure on the margin, the EBITDA and also the weighting of the CSO criterion would remain unchanged at 10%.

The Board could implement a multiple and coefficient that would be comprised between [indiscernible] 1.2 on the amounts owing without the annual variable compensation being able to exceed 150% of the annual fixed compensation. This mechanism makes it possible to take account of more qualitative aspects such as leadership skills, engagement of employees, manage performance and cooperation with the Board of Directors, which are indeed very important in this key period for the group. Taking account of the Madura transition in which here Antoine arrived in his annual variable compensation will in 2025 be at least 90% of the pro rata based target annual variable compensation. And on this slide, then we detail out the other components of compensation for 2025 of our CEO. As Per Anton arrived in the course of the year, it hasn't been planned to grant him multi-annual compensation, which would be stocked based in 2025, but we want to -- we suggest at least we would grant him exceptional compensation in order to take account of the loss of entitlements and benefits inherent in his previous functions, whilst bolstering the voluntary profit sharing arrangements connected with the performance of the Worldline stock.

We propose, therefore, that we would allocate to bonus shares, free shares, which will not require any performance condition with vesting quarter-by-quarter over a period of 4 years on each anniversary date of the grant. -- subject to continued employment in the company. The first tranche will be subjected to 1 year's worth of nontransferability conditions. Now the CEO will avail also of a supplemental pension plan on data severance pay in the event of constrained departure, capped at 100% of his gross annual compensation and unemployment insurance that you can see the main details of on the screen. And 2025 compensation policy that's proposed to you for the CEO is therefore in line with the recommendations of the [indiscernible]. Let's end it up with the free share plan, the bonus share plans. The purpose of resolution #2. The package required for the 2025 plan is 1% of the registered capital on the date of the present General Meeting.

Financial criteria, nonfinancial criteria are unchanged compared to 2024, the performance will be appraised over 3 years, that 2025 of 2027 on the base of the budget approved each year by the Board of Directors. Ladies and gentlemen, dear shareholders, I'd like to thank you for your attention. And I'd now like to bite Mr. Vincent Frumberg from Grand on representing our joint auditors. I'd like to invite him to present the reports on the 2024 accounts and the financial resolutions of admitted to you for approval here at the meeting today.

[Interpreted] Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on behalf of TolaranTortne of your company. I'd like to read the reports for 2024. We have issued 5 reports 4 that will be the subject of resolutions that you will have to approve on the annual accounts on the consolidated accounts operations on the capital and related party agreements. There's a report that will be submitted on the sustainability. As for the reports on the accounts, our report on the consolidated accounts is presented on Pages 2013 to 2016 of the URD and the one on the annual accounts on Page 77 to 280. Our work was meant to obtain a reasonable assurance that the consolidated and annual accounts did not have any misstatements. Our audit plan and the detailed conclusions of our work were presented to the Audit Committee and to the Board of your group.

Our 2 firms intervened in France and internationally, that are significant for our group. Our approach and our diligence was adapted to the different expertise of your group. So as you take into account the specificities in terms of regulations, risks, organization internal control provisions and all the important and nonrecurring operations within the framework of our work, we pay particular attention to the implementation of the accounting principles to review the significant estimates and we also examined the presentation of all the accounts and the quality of the financial information. Our reports on the accounts state to the key points of our audits and the diligences we have implemented to meet these. For the annual accounts, it is the valuing of the participation securities, especially Ingenico securities. For the consolidated accounts, we've paid particular attention on 2 points.

The first assessment of the goodwill didn't show any loss in value in the fiscal year '24 and the accounting of the revenue for all the transactional activities. Our reports without any reservations the annual and the consolidated accounts of your group. We've also proceeded to the specific verifications, and we have no observation to formulate on this point. The second type of report, the 1 on the delegation, the operations on the capital on which you'll have to pronounce yourselves in Resolution [ 19 24 and 26 to 28. ] The conditions for the delegation of represented to the Board, we implemented the necessary diligences applicable in France. As for the residents 20 to 24, the Board did not justify in his reports, the conditions to determine the issuing price, and we couldn't give our opinion on the choices to calculate the issuing price and the amount. And as for resolutions 26 to 27, the Board did not report the definitive conditions in which these issuings will be carried out.

So therefore, we cannot give our opinion on these or on the proposal to cancel the preferential subscription rights. We will establish additional reports for these delegations and it's been done by your Board, the demat necessary. We have issued a specific report for the fourth resolution of your meeting. This report is on Page 281 and 282 of the URD. We were told about 1 new agreement authorized during your last meeting. This is a convention to suspend the work contract for [indiscernible] see of the company during the interim period. Fortumentions already approved by the general assembly were pursued during the previous fiscal year. We have no observation to make on these agreements. Ladies and gentlemen, thank you for your attention.

Thank you very much for this presentation. I'd like to now invite Joslin Verma from Delta and SCA to present this report on the sustainability reporting.

Ladies and gentlemen, dear shareholders, I'm going to now present the summary of our certification of information in terms of sustainability and control the publication demand, which is published in Report B. The sustainability statement report from Page 71 of the URD. Our report has 3 different parts that each correspond to 1 of the thrust of our mission as planned by the provisions of the Code of Commerce and the guidelines of the auto authority diluted. The first thrust corresponds to compliance to ERCS and the process set up by were aligned to determine the information published and respecting the obligation of consultation of the Social and Economic Committee as planned by the provisions of the labor code. Based on the verifications we've carried out, we have not seen any mistakes, emissions or any inconsistency, as for the compliance of the process set up by the company with the ESRS.

As for the consultation of the Social and Economic Committee, we'd like to inform you that the date of the report, they hadn't taken place yet. Now without questioning the conclusions expressed before and to draw your attention on the information present in the paragraph general durability our sustainability report the process was set up in the company in the first year of implementation to determine the information published and particularly the absence of practices and established framework and uncertainties concerning the interpretation of the tech. The elements that are the subject of a particular tension were on the identification of the stakeholders, the identification of the impacts, risks and opportunities and the evaluation of the impact materiality and financial materiality. The second point deals with the compliance of the information in terms of sustainability included in the group's report with the demands of the code of commerce and ESRs.

We have not are mistakes are inconsistencies on the compliance of the information in terms of sustainability included in the report on the management of the group. -- without questioning, the conclusion expressed beforehand, I would like to draw your attention on the information figuring in the same paragraph as mentioned earlier on, that specifies particularly the information -- positive information that's not available and the sources of estimation and assertinties related. The elements were on the information on climate change. according to the standard [indiscernible] 1 and the information published based on the greenhouse gas emissions. The third point is to respect the demand in terms of publishing information as planned in Article 8 of the EU regulations in terms of taxonomy. Based on our verifications, we have not seen any errors. Emissions are major inconsistencies, with regard to the respect of these demands.

Ladies and gentlemen, thank you for your attention. Thank you very much for this presentation. Ladies and gentlemen, dear shareholders, I suggest now to go on to the Q&A session.

I'd like to specify that the company has not received a written question that was transmitted by the shareholders. Now we're going to answer your questions here in the room. Please raise your hand if you have a question and the hostess will come and give you a microphone. Please be concise so that a large number of shareholders might be able to put their questions. And the secretary will also transmit the questions put to us by our platform online.

So we already have 1 question on which to read to you. Your stock price has been dropping for the last 3 years with the stock price, which is under the 1 we had at the time of the IPO. How do you intend to reverse this situation?

Well, everybody knows about the situation regarding the stock price, which is regretful. I think the stock price reflects the performance of a company. there can be premium or loss according to the corporate strategy, but or discount. But it all depends on the performance. When you look at the stock price of Worldline compared to its peers, we see that this major discount, if you take next in terms of the EBITDA. And if you look at the generation of free cash flow, there's a slight discount because we are at 7x the generation of free cash flow versus 9x for [indiscernible] so of course, the first answer is to be in contact with the investors so that they might understand the situation of the company and our strategy to recover. But the second answer, which is the most important is to recover and generate cash flow as I presented it in my introduction.

Thank you very much, Pierre-Antoine. A second question before going on to the questions from the audience. What is your position for the euro digital situation that is creating a lot of discussion in the banks.

Well, vacation of Worldline is to be present in all the payment methods. So we offer all the payment methods that should be accessible to all the consumers to the retailers. We are processes for the payment methods by card, by transfers and our priority is to offer Worldline as a platform for the payment sovereignty in Europe. For the payment [indiscernible] in Europe that is access of the development of payment that do not depend on American players, particularly like Visa and Mastercard. And today, there are 2 major initiatives. The first initiative is a private initiative operated by banks, and we are totally part of this. These are wallets so that we can make payments with instantaneous transfers, No dependency on American systems. So that's the case of [indiscernible] on our major markets, but it's also the case of Bizum in Spain, watts in Switzerland. And as you know, we are really involved as shareholders and operators on Europe.

There is an initiative by a competitor carried by the Central European Bank to digitalize the euro and to have a central currency that is a digital currency. These initiatives in which we take part. And as processors, we are accompanying them. We provide services to financial institutions, and we cover our risk by being the operators of private initiatives. And if the digital euro did come about. We would benefit from this method of payment.

Are there any questions from the audience? The first question, please. Yes, Mr. Chairman, I'd like to introduce myself, Erbesa, I'm a faithful shareholder a loyal shareholder, and I joined Worldline because I was a friend of Bernard go -- and I was also a shareholder of Atos. My question is on our debt because at Atos, there are EUR 2 billion or EUR 3 billion of debt, which is due to the processing of the working capital. And [indiscernible] was at Atos for a long time. And he might have changed temps because it was a real window dressing technique that with Thierry Breton. So I would like to obtain convictions and uncertainties and tax are the same Deloitte and grand Tortona, I would like to know the real level of debt. And I don't want any games on customer credit on our creditors. What can you tell us about this?

Thanks for your question. Gregory will have the opportunity to complete my answer. It is a point that retain the attention of the Audit and Risk Committee and the Board. And during the year in 2024, we paid particular attention to the evolution of the working capital and our debt structure. Because in the past, there was a confusion a certain amount of confusion with a certain number of practices, certain allegations on tools -- and we, as in as Worldline, we really want to be sure that we will not land up in a situation where we will have the same allegations and Gregory will be able to give you more specific details with all the figures.

Yes, absolutely, you're referring to 2 elements. The first is the factoring that's part of the diversification of our financing. We address ourselves to all investor pools, but in modest portion because we remain stable in the past few years. We are around EUR 40 million at the end of 2024. So nothing to -- with our former parent company, and we have deconsolidated from them since 6 years. And as for the management of the working capital, in the last 2, 3 years, we regularly dropped the number of supplier days in our working capital, and we are paying a lot of attention to this so that we can pay our suppliers in due time. So from that point of view as I told you earlier on, our debt is around 1.9x the EBITDA, which is the debt reported at the 31st of December 2024.

Thank you, Gregory. Another question.

Good afternoon, Can you tell us what you think about cryptocurrencies and what is the influence on the future of [indiscernible]?

Well, I think we have to make the difference between cryptocurrencies and the blockchain technologies, which are very close topics and which are not really related to each other. There is a basic trend in the United States. -- particularly the use of the blockchain as a technology to simplify and make transactions more reliable, especially the payments transactions. And there is a strong trend to develop these cryptocurrencies and to use stable coins to have stable coins combined with currencies to have cross-border transactions, especially in countries that are emerging countries. And our thesis is that this is a it's not cut important topic for our regions in Europe because we have a single currency in most of our geographies and considering that we have a European space, which is integrated.

So the transactions within this space, within the zone -- it's well done. We don't need stable coins and over the midterm and long term is definitely an opportunity will position ourselves in this area in due time. But our priority is such that this is not an immediate priority for us in '25, '26.

There's another question that was put through our platform. What is the breakdown of your share ownership today?

So you have certain elements in the universal registration document, but to give you the major figures, the major shareholder is Group 10% today, followed by other major shareholders like ARRIS associate, BPI with 5% today. Credit Agricole, 7%. So these are the major shareholders. And -- we have large floats, free float maturity with the mix of American institutional companies and European companies.

I see another question over there.

I'm a journalist in Investor Magazine, and I represent people who gave me a mandate regarding investments. Now I have a question. If I've understood you correctly with respect to 2026, Mr. Vachon, you will receive bonus shares that will be partly provided even in the absence of performance conditions that would be fulfilled. That's a rare occurrence. And it doesn't mean you're not confident in the performance that we'll achieve between now and 2026 or what?

Okay. Well, [indiscernible] the justification of that.

[indiscernible] of this grant. When Peraton decided to join Havana he lost a certain number of benefits he had that had been granted to him by a previous employer, BPCE. Now we wanted to compensate for that to offset that loss for them. And instead of doing it in a monetary fashion by paying in cash, we prefer to do it in the form of a share-based payment, hence the amount that was defined. At the same time, we wanted to have some retention and performance feature for the medium term built into it into this grant process. So that's why the shareholders -- sorry, the shares will become available on quarter each year. That is core to them every year for 4 years. And the granting of that quarter each year will be conditional on the fact of his retaining his shares for an additional year. So to sum it up, instead of providing him with a conversation in cash. In the immediate term, we thought it wise to tie him in closely to the performance of the company as reflected in the stock price.

And it will be staggered over 4 years, as I've just said. And the first half will depend totally on the stock price between now and 2 years hands.

Yes. Somebody asked for the question.

I know Mr. Taffaresponding. Would there the shares without performance conditions when you arrived. But as of 2026, indeed, Mr. Vachon will avail of a long-term incentive conventional kind of program subject to performance conditions, 3-year conditions as per the structure that we presented to you. So this is a nonrecurring exceptional measure that was enacted in its favor has been put in place for them on an exceptional basis.

There's another question then over there somewhere, I think, towards the front of the room.

The future of Ford line. And perhaps, if I may ask, the terrain of banking and payments has speeded up in its change. And it's all kinds of new things are emerging -- so it's a big opportunity for innovative new solutions to carve new territories instead of battling the old existing elbow-to-elbow saturated markets. Could you perhaps shed some light on the future direction. How can we expect or help Worldline in some of the new technologies that are emerging or becoming an innovative new no corporation, let's say, that could bring both a new phase and potentially to capture some of these emerging markets where we can see growth and higher profit margin. If you could share some of your strategies on that, that would be appreciated.

[Interpreted] If I may take a myself to some you up, it's about our capability and our vision in Worldline in terms of addressing being exposed to new technologies, new means of payment, new ways of paying, emerging technologies, which post greater growth, will post greater growth than the traditional ecosystem that were elbow with the established competitors. That's more or less your question, I think, if I may so much of that way. Okay.

So I'd like to give you 2 kinds of answers. Firstly, our first half priority is to stabilize the current company to digest the different acquisitions we've made to generate cash flow in a way that will enable us to plow monies into the challenges of the future. That could take 12, 18, 24 months. that process because as you've understood what you've described is pretty well. But even though we've made some divestments, we're still in a very complex setup given the number of platforms we acquired over the years, over the last few years in particular.

So if we don't overcome the basic issues, and get to a level of customer satisfaction, that's where to that. Well, we'll be losing ground, we won't generate cash flow, and we won't be in any position to innovate in any way. So that's our first off priority. It does not prevent us from innovating however, on our own scale as we go forward on our scale, that means being exposed to new payment methods, of course, and while the wallet technologies, this is a groundswell trend that emerged in the last 7 or 8 years. And that's going to be a massive trend. And it's a megatrend really, that's emerging that's going to come and compete card-based payments, especially debit card payments in the coming few years. particularly the case of the Swiss market, for example, Twint.

That's the equivalent of Wero for the Swiss market so 70% of the e-commerce payments now in the country. So if we position ourselves that kind of wallet-based payment where we'll address that substitution that's taking place. People are replacing 1 technology by another. And the second area we want to position ourselves in and are doing it already is the adoption of AI technologies in all of our processes, the win which we develop, the way in which we improve the payment journeys. Now in this latter topic, we see now the emergence of rapid emergence of Gentek AI, which is a way of streamlining payment orders from consumers and also when it comes to e-commerce, everything that happens is better.

Now it's not very expensive for us because these technologies are off-the-shelf technologies that we can access easily. -- where you pay for a license, but you can access them easily. That would -- principles that our move to the cloud would take place and pretty massively, and we're working on that whilst preserving the interest of the banks that don't want to move to the public cloud. for reasons of sovereignty, but these are indeed topics we are working on. And as you said, to the -- and as we said ourselves, the other important aspect to address is the development of cross-border payments. And we've got were there some initial attempts that have been made and will be scaling them up solely but surely as is emerge as real life needs on the markets we service. And the last point I could make is that now we have critical size in Europe, but we don't have it in other geographies such as in the U.S. for example, or in Asia, for example.

It would be a lot of CapEx to achieve that. We might consider that we might consider going to those growth markets later on. But for now, we want to turn around the company. Thank you [indiscernible] frustrate.

Another question that came in from the online platform. I'll read it out. Are there new risks of impairment of assets in respect of 2025 fiscal year? What potential impact would that have on cash flows, Gregory is for you.

Yes. Regarding the impairment exercise. Well, we regularly do this with our statutory auditors. We just don't need to recently, and it doesn't have an impact on our cash position. And as we speak, there's no reason to believe that we need to redo another impairment of assets.

Okay. I see a question in the room towards the top of the room.

Well, it's a very complementary question. If we look at the free cash flow, the generation of free cash flow was really impacted by Power 24. Now are there other things that will come and impact apart from Power 24, your free cash flows in 2025, '26 and '27, Things that right now might be known to you, not known to the shareholders. That's my question, please?

Well, the answer is no. Obviously, it's very difficult to anticipate -- I mean you're talking about the privilege in 2026, 2027, I mean it's difficult to preempt what might happen in that time frame. Regarding the second part of your question, which concerns precisely things that would be known to the Board of Directors, but not known to the shareholders. Well, the answer is a straight no.

Excuse me, somebody in the front said something without a microphone, so the interpreters can transact, sorry. There's a gentleman in the very front all making a point, but not speaking on the microphone. Now, here's a microphone.

Well, that's been said for years, and we finally understood that there were EUR 2.5 billion worth of debt that was being carried that was kind of conceded that the company was shortage of cash. So it's a financial scale, we really have a substantial size.

Well, the proof as Mr. Frustrated is that the unqualified certification of our accounts, it was done by the auditors, that's fair. And you made a comment about the auditors, the statutory auditors. But nonetheless, that's the guarantee. We can give you knowing that all. So unlike the company you mentioned, Worldline is operating in an environment that is really highly regulated in many dimensions and mainly when it comes to risk, risk taking, resilience, and that involves also a review of our financial statements. Now what I can say on that is that this is the word of the Board and its Chairman is that we devote really a lot of attention to that aspect because we've suffered indeed from the confusion and mixing up that may have gone on with our former parent company and another proof implicit really is the success of our bond issuance that we conducted a few days ago. That was quite a success. And the rating is still the same.

And not so long ago, we received a visit from Standard & Poor's, and they revisited of our financial statements and so on. And for the EUR 550 million in euro that we put on the market and the issuance, well, the demand was more than BRL 1.5 billion. So investors, bond investors thought it was worth taking up. And if you look at the names, the signatures who took up this offer. You see all of the leading industries. They're not small obscure funds that thought they might do a good transaction, 5.5%. These are serious investors, well-established names that subscribe to the offering. So that shows their confidence, the market's confidence in our ability to start to redeem the debt I mean pay them back when the time comes and also the implicit confidence they have in the veracity then the truthfulness of our accounts.

Other questions is 1 from somebody right at the top, I think.

I'm an individual shareholder. I represent the employees too, by the way, in the company. And my question spans many other questions raised already about the practices that have come from Atos. We heard earlier that it's our talent or our success, and I fully agree with that as an employee of the company. And the policy of talent management for the last 10, 15 year has been pursued in the same way and then downsizing was done. So your loyalist, but then you don't say, "So are you going to use the same recipe from now on? Or -- are there going to be changes? Are you going to bring the changes in the way in which you manage your talent is my question?

Well, I cannot appraise the way in which the company was previously managed, but I think that for the last few months, the employees of the company have a fairly clear vision of the win which we foresee the management of the company going forward and its resources in general and its human resources, in particular, underpinned by 3 simple things. firstly, be more demanding and be more engaging us for more engagement because people's motivation has flagged for all sorts of reasons because of all of these waves of difficulties we've encountered that I mentioned in my introduction. Second thing is the fact of changing the offshoring model that we have and the way in which we have a geographical breakdown of competencies.

We had a very fragmenting approach to our skill sets with lots of teams that are really isolated in their own little corner, so to speak, broken up among many, many sites, split up dispersed all over the place. And in the management committee and the executive committee, debits go on the button. We want to adoption port whereby which have centers of excellence and people could come to the office because they're working as a team and not be isolated in individual sites and separate sites. And the thing will be training, training, focusing on training of our people, because given the changes in technology going on, we'll need certain skills in the future that we have to train our people into. So we want to upskill our people and do more training, rescaling in fact, as well. That's enabled people to be reskilled and go and do somewhat different job in the future. in more promising business area.

And the people have challenges ahead of them, but it's functioning fairly well. I've seen that for myself.

Are there other questions from the room here in dense Yes.

Maria a small individual shareholder. I'd like to know regarding Power 24, would there be still a negative impact of it in the earnings of the upcoming years? Well, this year and the following years?

No, since the Chairman, the Power 24 plan is completed -- all the decisions have been taken. There are some things that are still being done, but all of the costs connected with PAR 24 have been booked by way of provisions. So that would be a remainder of a few thousand euros here or there, but that's all overall we won't have -- we can't have an impact of Part 24 in our accounts and more in 2025 or 2026. There might be an impact on the cash flow in 2025 also as the CFO because there will be implementation costs. that will have to be paid, as we've said to the market. But indeed, the bulk of the provisions have been booked and these savings have been secured.

Could you call briefly, please, who are your major competitors internationally speaking? And what was Verizon in the U.S.? Are they a competitor of wireline and in what business segment also not industry segment.

Well, Verizon -- is it very fun, maybe you mean? They're purely a terminal supplier. That's all. There were a computer of Ingenico like packs and the Asian players in that business area rather than anything else. So we've got 2 types of competitors. We've got competitors who compete in the services area of financial services. Obviously, Nexi in there, their Italian then there's also the Americans rather like FAI who just bought up the operation -- the processing operations of Global Payments. So they are the 2 big competitors in that part of the business. And then we have new players to coming in start-up companies, fintechs, assuming a position in processing these days. And regarding merchant services, there was the remanned competitors. -- banks and also big competitors who were born 15 years ago, like IDN and Stripe, at being Judge strive the American company and some small players like moly for the digital side of the segment for Merchant Services and then we'll also see, for example, Nexi and there too also global payment in that part of the market.

We serve U.S.-based competitors. And in that part of the market, that's the bulk of our operations these days where Worldline has key differentiators is its European footprint. We're much stronger, more balanced than NEXI in Europe. They're very Italian in focus really in their footprint, in particular. And we have another characteristic in our favor is that we're very close to the banks, it's not the case of strike, for example. So that gives us good access to the market, different to what [indiscernible] would have exposed on the platform. So our challenge is to be better exposed on the platforms because we have the independent software vendors, and it's a lot of growth. And we have that entree there. So if you combine our services and merchant services and so on. Altogether, we have an edge an edge an strike. They are broad-ranging players and the technologies are changing a lot, as we said earlier, especially with convergence between card payments and transfer payments.

This -- if you're on ballpark figures regarding acquisition in Europe, it's 50% bags, 30% next in ourselves, 10% ID and 10% for the rest of them. That's where the market is split up. There is market yet to be conquered for the banking side. It's fairly focused fairly concentrated.

And last question that was put on the platform now. from an operational point of view to succeed in your recovery, you need your employees. So how would you remotivate your personnel after the Power 24 impact.

We already answered this question earlier on. Maybe it's a different way of formulating things. One of the major issues we have is to reengage our employees along the lines I mentioned earlier on.

Very well. If there are no more questions, I suggest we close this session to thank you for your participation and for having asked all these questions so that we can through light on the action plan as approved by the Board and as proposed by our CEO. I will ask the committee to examine the attendance sheet based on the elements collected and proceed to all the necessary verifications.

Okay. So let's start voting on the 32 resolutions that are submitted to your approval. When you give the floor to the Secretary of the Bureau of the assembly, Charite to proceed with the voting of the resolutions.

Before voting, I'm going to announce the definitive quorum [ 214,978,0il,256 ]shares are present or represented, and that is 95% of the shares composing the share capital that have the right to vote. -- explanation on the practical conditions for the electronic working voting system and the tablet, all this was communicated to you when you entered this room. So let's start voting on the resolutions, and we're going to show you a quick video to remind you...

[Presentation]

So to vote, please remain in the room until the end of the vote. Let's begin with the resolutions within the competence of the ordinary general meeting. So the first resolution, you have to approve the parent company financial statements for the year ended on December 31, 2024. The poll is open.

[Voting]

The poll is closed. The resolution is adopted at 99.98%.

And Second resolution, approval of the consolidated financial statements for 2024. The poll is open.

[Voting]

The resolutions adopted at 99.98%.

And Third resolution, allocation of the net income for the parent company financial year ended December 31, 2024, the polls open.

[Voting]

The poll is closed. The resolution is adopted at 99.97%.

Fourth resolution, approval of the special report of the statutory auditors on the related party agreements. The poll is open.

[Voting]

The poll is closed.

The resolutions adopted at 99.98%.

So it complies with the recommendations of the Appointment Committee and the Board, you have to decide about the renewal of the terms of 2 directors and the ratification for the cooperation of 1 director for 3 years. So therefore, the fifth resolution, renewal of MetaKamswag as a director. The vote is open.

[Voting]

The vote is closed. The resolution is adopted at 98.88%.

Sixth resolution. Renewal of Michael Dollars as a director. The poll is open.

[Voting]

The poll is closed.

The resolution is adopted at 99.61%.

Seventh resolution, ratification of the cooptation of Jerome Grivet as a Director. The poll is open.

[Voting]

The poll is closed. The resolution is adopted at 96.57%. And now we're going to examine the resolutions on the compensation of the corporate officers. So let's begin with the exposed to resolutions. Resolution A, Approval of the information for the company officers for the compensation of the company officers, the vote is open.

[Voting]

The vote is closed. The resolution is adopted at 98.26%. I'm sorry. I think there's a comment made, the interpreters cannot hear. Just a moment says the speaker. We're going to check with Societe Generale. Sorry, the interpreters can't hear comments made of mic. Just a moment, please. Sorry for this enjoyment. The votes have been taken into account and the abstentions, it's just a problem about the display on the slides. So the abstentions have been taken into account, they're going to try and correct this Sorry, comment made once again off mic. They're going to correct it. It will be taken into account. And afterwards, you can come with us so that we can check the scores. Thank you.

So we can resume the voting of all the resolutions. Let's move on to the next resolution. So the ninth resolution, therefore, I don't see the resolutions on the screen yet. What was present, sorry, but the President doesn't have a microphone. It was a problem of display on the slides. We just completed the eighth resolution. We're going to show you the slides again. So you can see all the votes. So here you see the results of the different resolutions. Once again, Resolution 3, 4, 5. 6, resolution #7, and now we're moving to the ninth resolution. Approval of the compensation of Gears Page for 2024, Interim Chairman until the 13th of June 2024. The vote is open.

[Voting]

The vote is closed. The residues adopted at 99.89%. Tenth resolution approval of the compensation for 2024 of [indiscernible], Chairman of the Board of Directors since June 24. The vote is open.

[Voting]

The vote is closed. The resolution is adopted at 99.9% Eleventh resolution approval of the compensation for 2024, Gilles Grapinet, CEO until the 30th of September 2024. The vote is open.

[Voting]

the vote is closed. The resolution is adopted at 91.24%. 12th resolution, therefore, approval of the compensation for 2024 Marc depot, the Deputy Chief Executive Officer until September 2024 and then interim Chief Executive Officer since October 1, 2024. The poll is open.

[Voting]

The poll is closed. The resolution is adopted at 91.49%. Resolution on the compensation for 2025 ex anti, 13th resolution, approval of the compensation policy the Chairman of the Board of Directors, the poll is open.

[Voting]

the poll is closed. The resolution is adopted at 99.86%. And 14th resolution, approval of the compensation policy of the Chief Executive Officer. The poll is open.

[Voting]

The poll is closed. We can't see the results on the screen. Here are the results. The vote is -- the resolution is adopted at 76.42% for the 14th resolution. 15th resolution, approval of the compensation policy applicable to directors. The vote is open.

[Voting]

The vote is closed. The resolution is adopted at 99.32%. Now the resolution on the compensation of the interim CEO until February 28, 2025. This is resolution #16. Approval of the compensation policy of the Interim Chief Executive Officer until February 28, 2025. The poll is open.

[Voting]

The vote is closed. The resolution is adopted at 92.94%. 17th resolution, approval of the compensation for 2025 of Mercari depot onto February 28, 2025, the poll is open.

[Voting]

The poll is closed. The resolution is adopted at 92.84%, 18th resolution as every year, we ask you to authorize the company to buy back its shares with the buyback program that has been identified, the poll is open.

[Voting]

The vote is closed. The resolution is adopted at 99.9%. And now we had to go on to the extraordinary general meeting. 19th resolution, authorization granted to the Board to reduce the share capital through the cancellation of treasury shares. The vote is open.

[Voting]

The vote is closed. The resolutions adopted at 99.24%. 20th resolution, delegation of competence to the Board for a period of 26 months to increase the share capital while maintaining the presubscription rights for shareholders by issuing ordinary shares or any securities. The vote is open.

[Voting]

Vote is closed. The resolutions adopted at 99.52%. 21st resolution delegation of competence to the Board to increase the share capital by way of public offering other than those mentioned in articles L11 of the French Montri and Financial Code without preferential subscription rights to shareholder by issuing new shares or any securities. Vote is open.

[Voting]

The vote is closed. The resolution is adopted at 93.96%. 22nd resolution, delegation of competence to the Board to increase the share capital by way of public offering Article L4112 1 of the French monetary code without preferential subscription rights for our shareholders by issuing ordinary share shares and/or any securities. The vote is open.

[Voting]

The poll is now over, and this resolution down improved 93.45% in favor. Resolution 23 delegation to the Board of Directors of competence to increase the number of securities to be issued in connection with the share capital increase with or without preferential subscription rights of the shareholders. Please vote now.

[Voting]

The poll is now completed. Thank you. This resolution stands approved 93.2% in favor. Next is Resolution #24, Delegation of fares to the Board of Directors to increase the share capital without preference subscription rights for shareholders as consideration for contributions in kind to the company. Please vote now.

[Voting]

Poll is over. And this motion is carried. 99.3% in favor. Thank you. 25th resolution is delegation of competence to the Board of Directors to increase the share capital by incorporating premiums, reserves, profits or other items. Please vote now.

[Voting]

the poll is now over. and this resolution stands approved 99.93% of votes in favor. 26th resolution, delegation of competence to the Board of Directors to increase the share capital of the company without preferential subscription rights for shareholders, for the benefit of employees and our corporate officers of the company and/or its affiliated companies as members of a company or group savings plan. Please vote now.

[Voting]

The poll is now over. And this motion is carried. 99.8% of votes in favor. Thank you. Resolution #27. Delegation of competence to the Board of Directors to increase the company's share capital without preference subscription rights for shareholders, for the benefit of people with certain characteristics in the context of an employee shareholding operation. Please vote now.

[Voting]

The poll is now over. This resolution stands approved 99.79% of votes in favor. Next is Resolution #28, authorization to the Board of Directors to grant free shares issued or to be issued with the waiver by shareholders to their preference and subscription rights to the employees and corporate officers of the company and/or its affiliated companies. Please vote now.

[Voting]

The poll is now over. And this resolution stands approved 87.71% of votes in favor. Next is resolution #29 and then to Article 18 of the bylaws. That's resolution #29. -- the procedures, therefore, for convened deliberating the Board of Directors. This is, therefore, the amendment proposed to articulate 18 of the bylaws. Please vote on resolution #29.

[Voting]

The poll is now over. This resolution is carried 99.96% in of votes in favor. 30th resolution, and then total 19 of the bylaws of the company, the age of the Chairman -- the limited the Chairman of the Board of Directors. Please vote now.

[Voting]

The poll is now over. This resolution is approved 94.08% of votes in favor. Now the ordinary part of the meeting, again, with resolution #31, The appointment of Rodolfo Sika as a Director for a period of 3 years. Please vote now on resolution #31. Appointment Rodolfo, Jay Savitzky, as a Director.

[Voting]

The poll is now over. And this motion is carried. 99.37% of votes in favor. And then the 32nd resolution, powers for formalities. Please vote now on resolution #32.

[Voting]

The poll is now over. This resolution is approved. 99.96% of votes in favor of this resolution.

Ladies and gentlemen, thank you for attending. Don't forget that your voting tablet must be handed back to the hostesses, please, as you leave the room, and I'll give the floor back now to our Chairman, who will adjourn our meeting.

Thank you, ladies and gentlemen, dear shareholders, I'd like to thank you all for taking part at this AGM here today. It was indeed a pleasure for us to meet with you today to hold this meeting together and interact with you. It's an important time always the AGM and the resolutions put to the vote have been voted upon, and we have exhausted our agenda. So we shall now adjourn our meeting. Thank you indeed for attending.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]