Good morning. I am Chris Cole, Chairman. [Foreign Language] Vicente Conde, who will brief you on the fulfillment of the legal requirements to convene and hold this general shareholders meeting. [Foreign Language] Thank you very much, Mr. Chairman, and a very good morning to you all. First of all, I would like to inform shareholders that the board of directors, in accordance with the provisions of Article 521.3 of the Capital Companies Act, has requested the presence of the Madrid notary, Fernando de la Cámara García, to draw up the minutes of this meeting. Shareholders who wish to take the floor, and if appropriate, request information or clarifications in relation to the items on the agenda, request clarifications on the information accessible to the public that the company has provided the National Securities Market Commission since the last general meeting was held, or on the auditor's report, or make any proposals permitted by law, and who have not yet done so, may do so by clicking on the speak button at the bottom of their screens until the chairman opens the floor for speeches. This ordinary general shareholders meeting of Applus Services, S.A. was called by resolution of the board of directors on the twenty-third of May, 2024, to be held exclusively by telematic means at 12:00 noon today, twenty-seventh of June, 2024, on first call, or if the necessary quorum is not reached, at the same time on the twenty-eighth of June, 2024, on second call. The announcement of the call was published on the twenty-seventh of May, 2024, on the website of the Comisión Nacional del Mercado de Valores, and on the company's corporate website, where it has been continuously posted since that date. Likewise, the announcement of the call was published on the same day, i.e., twenty-seventh May, 2024, in the newspaper La Razón. In order to expedite the conduct of the meeting, the aforementioned notice of call is deemed to have been read out for all purposes. Likewise, the electronic shareholders’ forum, the procedures for telematic attendance, proxy and remote electronic voting, the proposed resolutions formulated by the board, and all legally required information in relation to the agenda of this meeting, have been available on the corporate website since the twenty-seventh of May, 2024. The subscribed voting share capital of Applus+ is EUR 12,907,413.30, represented by 129,074,133 shares, each with a par value of 10 euros hence. In accordance with the provisions of the Capital Companies Act, the quorum required for the valid constitution of this meeting on first call is 25% of the stated share capital, which is equivalent to 32,268,534 shares. The definitive list of attendees has been drawn up, which includes the number of shareholders attending, both present and represented, the number of shares corresponding to each of them, and the percentage of capital they represent. I shall now give an account of this data. We have 2 shareholders present, holding 119,753,150 shares, 92.8% of the share capital, including shareholders exercising their vote by telematic means. We have 58 shares by pro... Fifty shareholders represented by proxy, holding a total of 3.884% of the social capital. Therefore, we have 60 shareholders, holding 124,725,569 shares, accounting for 96.631% of the social capital. Therefore, the quorum is enough, as required by Article 18, for the valid constitution of this shareholder meeting on first call. I now give the floor to the president. With the data provided by the secretary, this meeting complies with the legal and statutory requirements for the valid constitution of this general shareholders meeting. Consequently, I declare the general shareholders meeting of Applus Services, S.A. validly constituted on first call. In the event of a breakdown in the electronic systems that allow attendance by telematic means, the general meeting shall be suspended for the time necessary for its correction, and shall be resumed immediately after the reestablishment of such systems, which shall be communicated through the telematic attendance platform set up on the company's website. I now give the floor to the notary public. Thank you, Mr. Chairman. Good morning, my name is Fernando de la Cámara, Notary Public in Madrid for the minutes of this general shareholder meeting. Pursuant to the provisions of Article 101 of the Regulations of the Commercial Registry, I hereby inform the meeting that if any shareholder wishes to express reservations or protests regarding the statements relating to the number of shareholders in attendance or the capital present, they may now do so using the communication to the notary button, which you will find at the bottom of your screen. Thank you. There being no objections, the valid constitution of this ordinary general meeting of shareholders on first call to deal with all the matters on the agenda is hereby confirmed. We will now hear the chairman, who will address you in English. Gracias. Gracias, Vicente, for your... Ladies and gentlemen, I am Chris Cole, Non-executive independent Chairman of the Board of Directors of Applus. I became a director ten years ago when Applus was listed on the Spanish Stock Exchange, and my tenure has continued following reelections at previous AGMs. A lot has changed at Applus since I last addressed you at the company AGM one year ago, and although the takeover of Applus has been a long process, I am pleased to say that we are now towards the end of it, and importantly, the business and operations of Applus have continued to perform strongly throughout. I will begin by commenting briefly on the financial performance of 2023, and our chief executive officer, Mr. Joan Amigó, will also address you after my speech, and he will provide further details. 2023 was the third year in a row that we delivered strong financial performance. We had strong revenue growth, and despite the disposals, revenue remained above EUR 2 billion, and we had strong adjusted operating profit growth that resulted in a healthy and increasing margin. In the workplace, we are making progress in improving our health and safety ratios, our overall diversity and well-being of our people, and our objectives generally in compliance have shown progressive benefits. I would like to highlight our corporate governance, which we believe is best in class. This comes from strong, independent and diverse leadership from the executive committee and the board, and robust systems and training programs on correct behavior. Strong governance is not just having the building blocks in place, but from having the right organizational culture that demands this, and we are pleased to recognize this within Applus+. You can read all about our ESG achievements in our reports and from the many specialized ratings that we have received from agencies that show our performance on independent scrutiny. Now I'd like to introduce the members of our board. We currently comprise nine members, of which four of us have been members for several years, and we have five new members following the acquisition of the majority of the shares by Amber EquityCo. Starting with our sole Executive Director on the board, Joan Amigó. Joan has been with Applus+ since 2007, when he joined as the chief financial officer. He became a director on the board in 2019, and he was appointed as Chief Executive Officer 2 years ago. He is a highly capable, energetic leader and is decidedly motivated to see Applus succeed. Apart from myself, we have 2 more independent directors who are non-executive. The first is Nicolas Villén, who is also chairman of the Audit Committee and has been member of the Audit Committee since 2015. Mr. Villén's second 4-year term is up today, and although he submits himself for re-election, this was before we received notification from our new investors exercising their proportional representation rights on the board, and Nicholas is expected to therefore stand down. Nicholas has been an exemplary director of the board, and I thank him for his many valuable contributions and also his chairmanship of the Audit Committee. Next, I introduce Cristina Henríquez de Luna, who is a member of the audit, ESG, and Appointments and Compensations committees. Mrs. Henriques de Luna joined the board in 2016, bringing valuable international experience in highly regulated markets from her current senior roles that she carries out. We expect that, like me, Cristina will remain as an independent board member. Now, I will introduce you to the proprietary non-executive directors that represent Amber EquityCo, who currently own 71% of the shares of Applus. First, we have Gary Lindsay, who is managing partner at TDR Capital, where he has been since 2008, and prior to that, Gary worked with Citi and Bear Stearns. Next, we have Mohamed El-Gazzar, who is senior partner of I Squared Capital, responsible for the infrastructure strategy in Europe. Before joining I Squared in 2013, Mohamed spent 12 years at Morgan Stanley. Then we have Alexandre Mestrallet, who is Managing Director of I Squared Capital, focused on investments in Europe. Prior to joining I Squared Capital in 2018, Alexander spent 6 years at First Reserve Corporation, and before that, 4 years at Morgan Stanley. Alexander is also a member of the ESG committee. Next, Linda Zhang. Linda Zhang is Managing Director at TDR Capital. Prior to joining TDR in 2022, Linda was a director at Lone Star Funds investment team, and before that, she spent 6 years working at Citigroup's investment banking division in London. Linda is also a member of the appointments and compensation committee. The last member of the board is Maxime Yapp. Maxime Yapp, who is also a managing director of I Squared, and he joined in 2017 after a long spell at ABN AMRO, and most recently in a global infrastructure fund. Maxime is also a member of the audit committee. I welcome all the new members to the board. Now, if you'd allow me to pay tribute to our five directors who have recently stepped down from the board to make way for the new proprietary directors. These were Ernesto Mata, who has been a valuable member of our board since 2007, long before the IPO of Applus. Then, both Essimari Kairisto and Maria José Esteruelas joined us in 2007-19, and made significant contributions in these five years. And then the two most recent additions were Brendan Connolly and Marie-Françoise Damesin, who, in their three years with us, really provided valuable input and support to the functioning of the board and the committees that they belong to. And last, and by no means least, to complete the makeup of our board that we have had previously, we have also heard from our company secretary, Mr. Vicente Conde, who is a highly competent, knowledgeable partner in Madrid at the legal practice of Osborne Clarke. He has been of tremendous support and value to us, where we have been very fortunate to have his guidance throughout the company's activities and through this process. I am deeply grateful for the time, energy, commitment, valuable contributions, and leadership for all these board members, previous board members, and Vicente have made to Applus, especially during the last period, but also over the years, they have helped to make Applus the successful company it is today. Finally, for the record, I would like to take the opportunity to thank our shareholders, our stakeholders who have supported the company over the years. This obviously includes our investors, and it also includes our many other stakeholders who engage with the company, including our lenders, advisors, suppliers, and customers, all looking after our 26,000 people. We are now entering a new chapter in the company's history, and I welcome the new owners who have recognized the value inherent in Applus, and I'm confident that they will support the business, ensuring we continue to provide a first-class and relevant service for our customers, and thereby help it to continue to be this successful company for all stakeholders in the future. Thank you, and I'd now like to hand over to Joan. Joan? Muchas gracias, Señor Presidente, y buenos días. Thank you very much, Mr. Chairman. Good morning for joining us here today. In my presentation, I will give you a brief introduction of the Applus Group and the main financial milestones in 2023. I will then explain the advancement of the strategic plan, particularly in everything related to the evolution of the portfolio of services, the results per division, the acquisitions carried out, and our performance within ESG. The Applus Group is one of the world leaders in the industry of inspection, tests, and certification.... Our purpose is to help our clients, ensuring that their product, services, and goods comply with legislation in security, quality, and sustainability. We have a team of more than 26,000 professionals present in more than 70 countries and five continents. By 2023, we will have a turnover of more than EUR 2 billion throughout four divisions. The largest of the four is Energy and Industry, which provides non-destructive testing, industrial and environmental inspection, quality monitoring and management, engineering and consultancy services, among others. Then there is Automotive, which offers regulatory inspection of vehicles in jurisdictions, where they must comply with legal regulations on technical and environmental safety. The next division is Laboratories, which provides testing, certification, and engineering for products in the aerospace, automotive, cybersecurity, and medical device sectors, among others. Finally, IDIADA provides services to major vehicle manufacturers of test tracks and new product development in design, engineering, testing, and homologation. These are the milestones that illustrate our progress on the strategic plan. We delivered strong results in 2023. Organic revenues grew by 10%, the highest percentage in a decade. We improved the margin by 70 basis points, thanks to the active portfolio match management we have applied and operational improvements. Sustainable services account for 55% of the group's revenues, and we have made progress on social and environmental objectives. In 2023, we completed our second 5% share buyback plan. We're making good progress towards meeting our objectives. Finally, I would like to inform you about the latest developments regarding the takeover bid for the company. Amber EquityCo, S.L.U., owned in equal parts by ISQ and TDR Private Equity Funds, acquired more than 70% of Applus+ in June. Manzana Spain Bidco, S.L.U., owned by the private equity fund, Apollo, maintains its 21.85% stake announced in January this year. Currently, the percentage of equity in the free float is around 7%. It has been a long and complex period in which, however, we have prioritized the continuation of the company's operations without disruption, which has been successfully achieved, as can be seen in the results obtained. We continue to evolve our portfolio of services towards higher growth and more resilient markets, aligned with the global mega trends of energy transition, electrification, and connectivity. On this slide, you can see how our exposure to the sectors in which we operate has evolved from 2019 to 2023. Here we see the details of different industries. We have reduced our exposure, oil and gas, OpEx and CapEx. We doubled the laboratories division contribution up to 12%, and we have increased our presence in renewable energy, infrastructure, cybersecurity, electric and autonomous cars, and industries such as aerospace and healthcare. As regards to the financial milestones in 2023, we had very good results in that year. Revenues grew by 8%, of which 10% was organic growth, at constant exchange rates. Operating profit also grew by nearly 6%. The margin was 10.8% above the margin reported in 2022, but below the 2022 pro forma margin of 11.1%. We expect to exceed that figure this year. Cash flow was also very strong. The leverage ratio was 2.4x, down from 2.6x in 2022. I now turn to the 2023 results by division. All four divisions had good organic revenue growth, with double-digit growth in three of them. Automotive kept revenues in line with 2022 due to the termination of the contracts in Costa Rica and Alicante. All four divisions have improved reported margin as a result of operating leverage and initiatives to improve operational excellence and active portfolio management. In the two divisions, the organic margin declined. In the case of energy and industry, this was due to the impact of divestments and high inflation. In the automotive division, it was due to the termination of the aforementioned contracts. After explaining the results, I will now go on to describe the acquisitions made. We have closed six acquisitions in 2023, four of them in laboratories and two in energy and industry. In the laboratories division, the largest purchase we have made was Rescoll, a French laboratory positioned in Germany, France, and Spain, which will enable us to meet demand in the medical device and aerospace sectors. We have strengthened our automotive services with the acquisition of CFI, a vehicle component testing laboratory, 20 minutes away from the Jiading Automotive Cluster in Shanghai. This acquisition consolidates our presence in China. We have also acquired CLM and AFC Ingenieros, which contribute to the leadership in Spain in metrology and calibration. In the energy and industry division, we have made two strategic acquisitions. To take advantage of the public investment and infrastructure announced by the Portuguese government, we have acquired Ripórtico, a Portuguese company well-positioned in infrastructure project management for more than 100 Portuguese public sector clients. And we have also increased our sustainable services with Barlovento, a Spanish company in the renewable energy sector, specifically wind energy. Although not reflected on this slide, we have also made three divestments. I will now explain the milestones in our ESG management. We have made progress on all the sustainability objectives set out on the strategic plan. Scope 1 and Scope 2 emissions reductions compared to 2019, we set out to reach 30, and we are already at 38%. Vacancies in management and corporate services positions filled by women, we set our sights on exceeding 40%, and we have already reached 79%. Reduction in lost time injury frequency, the target was to reach 10%, and we are at 31%. In addition, as I mentioned at the beginning, our sustainable services already contribute to 55% of the group's revenues. These achievements have contributed to our gaining recognition from external bodies. We have achieved an A rating from CDP for our climate change reporting. Applus+ has been included in the new IBEX ESG Index. The Financial Times has recognized Applus+ as one of Europe's climate leaders for the third consecutive year. Standard Ethics has awarded us, Applus+, first place among Spanish companies in sustainability. We're also among the winners of the AECA award for business transparency. The following is a brief summary of the results for the first quarter of 2024, as well as an assessment of the company's future prospects. The Applus+ Group has been the target of a competing takeover bid over the last year, which ended in June 2024. Control of the company has been acquired by I Squared and TDR Capital funds based in the U.S. and U.K., respectively. As mentioned above, the Apollo fund acquired 21.85% of Applus+ shares in February, the stake it still holds today. Applus+ has been owned by private equity in the past. We are familiar with this type of ownership structure, and the experience was very positive. Investments were made to internationalize their company, and the service offering was increased. We believe this is an opportunity with good value prospects for the future. Organic growth with world-class services we offer in growth industries and geographies, and continued investment in acquisitions that generate strong synergies. In this slide, we can see the progress on the financial objectives of the strategic plan. As can be seen, very good performance in all of them, increased revenue growth, significant margin improvement, despite inflationary pressure and the end of the automotive division's Costa Rica and Alicante contracts. We forecast that the margin can improve by 2024 to 11.5%, accelerating the transition to higher growth markets and margins. Strong cash flow generation, increase in the company's investments, and return on capital. To conclude, I would like to stress that in the context of political uncertainty in some countries, our outlook remains positive. We have started 2024 with both total and organic revenue growth in the high single digits on any improvement in the operating profit margin. We have also had some good cash generation, which allows us to maintain leverage and liquidity levels. We therefore maintain the 2024 outlook we announced in February. Organic revenue growth at constant exchange rates in the mid-single to high single digits, and an improvement in the adjusted operating profit margin to around 11.5% before the accelerated amortization of IDIADA. We are convinced that our positioning will enable us to secure strong and sustainable growth in the long term. We have an excellent portfolio of services that we will continue to improve to take advantage of the strong demand for our services. We will continue to make strategic acquisitions aligned with our sustainability and innovation objectives. We are on track to meet the financial and ESG objectives of the strategic plan. Thank you very much. We will now proceed to open the round of interventions of the shareholders, which will be directed by the secretary on my behalf. From this moment on, no further intervention can be requested. Vicente? Gracias, Señor Presidente. Thank you, Mr. Chairman. None of the attending shareholders have requested to intervene in this meeting, but a written statement has been requested to be recorded. I identify the shareholder and shares that he holds. This is intervention by Manzana Spain Bidco, represented by Eugenia Gandoy, holder of 28,204,123 shares. This written statement shall be included in the minutes, and I read it now. Now, my legal representative of Spain, Bidco S.L., holder of 85% of the capital of Applus Services, S.A., for the record, the items of the agenda in which we have abstained, as well as in the relationship of grouping of shares by Amber to prevent the vacancies to the board as requested by Manzana, we reserve the legal action that may be applicable. No further intervention has been requested, so therefore, the turn of interventions by shareholders is closed. I must now submit to a vote the resolutions regarding the items of the agenda, included in the notice convening this meeting, prepared by the board of directors. I give the floor to the secretary, who will inform you about the procedure to follow, and, by my delegation, will direct the voting. Vicente. Thank you, Chairman. [Foreign Language] Thank you, Mr. Chairman. The issues related to the exercise of the right proportional representation will be discussed in the voting session that will open next. The rotation of the issues in the agenda will be carried out by negative estimation. For each response, the positive answers shall be taken for all the votes that have been made, as well as the abstentions. The proposals for the items on the agenda have been published on the website of the company, so they are considered to be read. Those who have not done the voting must do it with a voting button that is in the lower part of the screen until the end of the voting period. Please note that the management has already the number of the votes issued, those in the votes by proxy, and those made until this point of time in the remote voting system, according to the proposals made by the board of directors. All those votes were facilitated to the notary for his record in the minutes. To the extent that votes are sufficient to vote the proposals, these will be declared as accepted without review of the dissident votes. Now, to make this more expeditious, the detail of the votes for, against, or abstention will not be read, without prejudice to the fact that this will be registered in the minutes and the website of the company, as per articles 20.5, 23.1, and 24.2 of the regulation of the general shareholders' meetings. Let us then proceed to vote on each proposal included in the agenda. The first, review and approval of the individual annual accounts and management reports of Applus+, as well as the consolidated annual account and the consolidated management report of Applus+ and its subsidiaries for the financial year ended on 31 December 2023. This resolution is approved as it has sufficient votes in favor. Second, review and approval of the consolidated non-financial information statement for the financial year ended on 31 December 2023. This resolution is approved as it has sufficient votes in favor. Third, approval of the proposed allocation of Applus+ profits for the financial year ended on 31 December 2023. This resolution is approved by, as it has sufficient votes in favor. Fourth, approval of the management and performance of the board of directors of Applus+ during the financial year ended on 31 December 2023. This resolution is approved as it had sufficient votes in favor. Fifth, re-election of Mr. Nicolas Villén Jiménez as independent director. In relation to this item, the company has received requests for the appointment of directors through the system of proportional representation from the shareholders, Manzana Spain Bidco, S.L.U., and Amber EquityCo, S.L.U., which were reported respectively in the announcement of the call to this meeting, and in the relevant information published on June 24, 2024. The request of Manzana Spain Bidco, S.L.U. was received on May 22, 2024, and supplemented on June 3, 2024, and is based on the grouping of a total of 28,204,123 Applus shares, representing 21.85% of its share capital. The request from Amber EquityCo, S.L.U. was received on June 21, 2024, and is based on the constitution of two groupings of shares, each of them made up of 38,722,240 Applus shares, representing 30% of its share capital. With these two groups, Amber EquityCo, S.L.U. aims to fulfill the vacancy caused by the expiry of the position of Mr. Nicolas Villén Jiménez, as well as any other vacancy that may exist or occur before or during this general shareholder's meeting. In this regard, it is noted that there is no vacancy in the Board of Directors other than the aforementioned one of Mr. Nicolas Villén Jiménez so this is the only one that can be covered by the proportional representation system. In accordance with Article 5 of Royal Decree 821/1991 of May 17, which develops former Article 137 of the consolidated text of the Public Limited Companies Act, at present, Article 243 of the Spanish Companies Act, regarding the appointment of members of the Board of Directors by the proportional system. If there were several groupings, the order of appointments will be determined by the highest nominal value until, where appropriate, the existing vacancies are filled. Accordingly, since the groupings of shares carried out by Amber EquityCo, S.L.U., have a higher nominal value, I ask the representative of the shareholder to state whether he maintains the grouping and to designate, if applicable, the member of the board of directors who must fill the vacancy of Mr. Nicolas Villén Jiménez. I give the floor to the representative of Amber EquityCo, S.L.U. Good morning, and representative of Amber EquityCo, S.L.U. We maintain and ratify the proposal communicated in June 2021, consisting of 38 million shares representing 30% of the company capital, and we designate Mr. Miguel Mulio Fernández as a member of the board of directors of the company. The personal data of Mr. Mulio will be communicated in private to the company. Similarly, Mr. Mulio will accept his designation by means of a letter to be sent to the company. Thank you very much. Thank you very much. Therefore, the new member of the board of directors is Mr. Miguel Mulio Fernández, by the proportional representation of Amber EquityCo, S.L.U., exercising the right of proportional representation. Likewise, and in accordance with the provision of Article 2 of the aforementioned Royal Decree 821/1991, the grouping of shares carried out by Manzana Spain Bidco, and the second grouping of shares carried out by Amber EquityCo, S.L.U., will no longer have effect as they have not been able to exercise their rights. Finally, it is noted that this fifth point of the agenda has lost its purpose and has therefore not been voted, so the votes already cast in relation to it will not be considered. Sixth, advisory vote regarding the 2023 directors' remuneration annual report. This resolution is approved as it has sufficient votes in favor. Seventh, approval of a new remuneration policy of the directors. This resolution is approved as it has sufficient votes in favor. Eighth, delegation of powers to formalize and implement the resolutions adopted by the general shareholders' meeting. This resolution is approved as it has sufficient votes in favor. I now give the floor to the Chairman. Thank you, Vicente. Now that the voting is concluded, and in view of the information in the possession of the bureau regarding the number of votes, I declare that all proposals submitted by the board of directors to have been approved, without prejudice to the votes issued herein by the attending shareholders, which will be duly recorded in the voting results. The minutes of this session will be drafted by the notary public, so it is not necessary to have them submitted to the shareholders' vote for approval. There being no further business, this general shareholders' meeting of Applus Services, S.A. is closed. Thank you very much for your attendance.
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