Ladies and gentlemen, dear shareholders, good afternoon. On behalf of the Board of Directors of Exclusive Networks, I would like to wish you a warm welcome to this annual general meeting. I would like to start by expressing, on behalf of the Board of Directors, our warmest thanks for the trust you have placed in Exclusive Networks. As last year, the annual general meeting will be held in English, but of course, headphones are available to follow the discussions in French, if you wish. The annual general meeting is also audio broadcasted in both languages on the company's website to allow our shareholders who are unable to attend in person to participate remotely. I would like to thank those of you who have dialed in to follow this important event in the shareholders' lives remotely. I would also like to thank our shareholders for their mobilization over the last few weeks, in particular, for your votes. I therefore declare this general shareholders meeting open. I've now finished my brief introductory remarks and will open this annual general meeting more formally. Firstly, in line with the regulatory requirements, we will set up the committee of the meeting. I will chair the shareholders meeting, and I would like to ask Mr. Pierre Pozzo, who represents the company Everest HoldCo Limited, the shareholder who represents the largest number of voting rights, and Mr. Paul-Philippe Bernier, who will be here shortly, who represents BPI, to act as scrutineers. I would like to thank them for accepting these functions. I propose to appoint Mrs. Nathalie Bühnemann, Group Chief Financial Officer of Exclusive Networks, as secretary of the meeting. The committee is thus fully constituted. Mr. Jesper Trolle, Chief Executive Officer, is of course present at my side on behalf of the company. The companies Deloitte and Mazars, the statutory auditors of our company, were duly convened. I would like to thank Ms. Nadia Laadouli and Mr. Marc Biasibetti, representing the joint statutory auditors, for their presence here today. They will read you the statutory auditors' reports during this general meeting. I will now give the floor to the secretary, Ms. Nathalie Bühnemann, to report on the documentation made available, the agenda of the shareholders meeting, and the quorum. Thank you, Laura. Ladies and gentlemen, dear shareholders, good afternoon. I would like to remind you that you have been convened to this general, annual general meeting by decision of the board of directors of March 21st, 2024. Paul-Philippe is there, so we can have the meeting. Yes. Thank you. The agenda of the general meeting and the text of the resolutions were published in the notice of meeting in the French Gazette, Bulletin des Annonces Légales Obligatoires, on April 24, 2024. The notice of meeting was also published on May 15, 2024, in the French Gazette, Bulletin des Annonces Légales Obligatoires, as well as in the legal notice section of the newspaper, Journal Spécial des Sociétés. The regulatory documents and information which are currently displayed on the screen have been sent to the shareholders and were published on the company's website 21 days ahead of the present meeting, in accordance with the French law. They were also made available to the shareholders at Exclusive Networks' registered office 15 days ahead of the meeting, in accordance with the French regulation. With regard to the 2023 Universal Registration Document, I remind you that it is available on our website, and you can also obtain a copy on request. The joint statutory auditors were also invited to attend by registered letter with acknowledgment of receipt. The list of shareholders is also available to the shareholders. The attendance sheet will be put at the disposal of the shareholders as soon as it is final and certified as accurate by the members of the committee at the end of this meeting. In accordance with the legal provisions, the required documents are deposited before the committee. I also would like to remind you that the shareholders who could not attend today's annual general meeting and vote in the meeting were able to cast their vote before the meeting, either by voting remotely, by sending their instruction by post or by internet via the secure vote access platform, or by giving a power of attorney to the chairperson of the board of directors or any other proxy of their choice. On the quorum now, I would like to point out that the total number of shares to be taken into account for the calculation of the quorum is 90 million 663,421 shares, which represent the same number of shares having voting rights. At this annual general meeting, as comes on first notice, it requires for its ordinary part, a minimum quorum of 20% of the shares, with voting rights corresponding to 18 million 132,685 shares, and for its extraordinary part, a minimum quorum of 25% of the shares, which represent 22 million 665,856 shares. After considering the votes and powers of attorney before the annual general meeting, the online votes, and the votes by correspondence, I note that the current provision stands according to the attendance sheet at 91.81%, representing 83 million 240,543 shares. A definitive quorum will be given to you just before the votes on the resolutions. In order to allow those shareholders who could have been delayed to attend and vote at this meeting, we will wait until the end of the presentation of the auditor's report to decide on the number of participants. Consequently, having met the quorum required by the law, the meeting is legally constituted and can validly deliberate as a combined general meeting. Next one. The agenda of the 2024 annual meeting is currently displayed on the screen. 16 resolutions will be put to your vote this year. As already mentioned, the resolutions were published in the notice of meeting on April 24 and May 15, as well as in the convening notice. The ordinary general meeting will be asked to vote on the usual resolutions of the annual general meeting, such as the approval of the financial statements for the year 2023, the allocation of income, the compensation of the corporate officers, and the authorization to the company to trade its own shares. You will be also asked to deliberate on the appointment of the company, KPMG, as auditor to replace Deloitte, and for the first time, on the appointment of the auditors that will be in charge of certifying sustainability-related information. On an extraordinary basis, you will be asked to vote on the renewal of the authorization to the board to grant free shares to employees and/or to the corporate offices of the companies and/or to its affiliated companies. Of course, we will come back to these topics during the annual general meeting when the resolution will be presented. In the interest of the discussions, I propose that the authors of the reports of the board of directors on the preparation and organization of the work of the board are excused from reading them. I confirm that no shareholder has exercised his or her right to have items or draft resolutions included on the agenda of the general meeting. I now give the floor back to Mrs. Barbara Thoralfsson to present the program of this annual general meeting. Thank you, Nathalie. Now, Mr. Jesper Trolle, the Chief Executive Officer, will start the presentation with the key events of 2023 and the group's business performance. Then the statutory auditors will present their reports. There will be a Q&A session, where you will have the opportunity to ask questions, and we will conclude our meeting with the presentation and voting of the resolutions, which will be led by Nathalie Bühnemann. I remind you that the text of the resolutions is included in the notice of the meeting. I now give the floor to Mr. Jesper Trolle, CEO, to provide you a detailed outline of the company's activities in 2023. Thank you, Barbara, and also for me, welcome to everyone here and those of you who are with us online. So 2023 was a record-breaking year for Exclusive Networks in both sales and profitability. For the first time in our company's history, we broke through the EUR 5 billion gross sales barrier, and I'm happy to report that we delivered on and exceeded all of our guidance given for the full year. What 2023 really shows is that the model we have is scalable, and we operate within the fast-growing cybersecurity market. This is a market that is impacted by companies' wish to protect themselves, but also due to things like Generative AI and geopolitical tension around the world. So this is our second full year as a publicly traded company, and we continue to outperform the markets that we serve and deliver against all of the growth targets that we have set at the time of our IPO. This performance really is a testament to all of our 2,800 people around the world and their hard work and their dedication, and I would like to use this opportunity to thank them all for the work they do day in and day out to serve our ecosystem and our customers around the world. With that, let's take a look at the 2023 highlights. So gross sales were up 16% on a constant currency basis to EUR 5.15 billion, an exceptional performance after the strong achievement in FY 2022, with net margin reaching EUR 468 million, and the strong. Up 13.9% year-over-year, and with an Adjusted EBIT of EUR 186 million, up 20.6% year-over-year, which shows the operating leverage in our model. I'm proud to say that this was a record-breaking year for both sales and profitability, and as I said before, we exceeded the guidance for the full year. This renewed growth strategy that we have put in place in the Americas, and that we spoke a lot about during the IPO, continued to yield strong results, with gross sales up 30% year-over-year to EUR 689 million, further strengthening our ambitions to continue to develop this important market. One of the key success metrics that we have in our business is our ability to retain our vendors and our customers. Our 2023 retention rate continues to be strong, with Net Vendor Retention Rates as 113% and our Net Customer R etention Rates at 112%, showing that majority of the growth we have has been derived from our existing vendors and our existing customers, resulting from our ongoing strong relationships and the stickiness of our model. We also welcome two new companies to Exclusive Networks, with the acquisitions of Ingecom and Consigas in Ireland in the second half of 2023. Both of these are excellent fit to our business, and they have performed strongly so far as part of the Exclusive Networks family. Finally, we managed to generate an exceptional EUR 254 million of Adjusted Operating Free Cash Flow while continuing to reduce our leverage ratio, reaching 0.8 times at the end of December 2023. If we take a step back, Exclusive Networks has had a strong track record, with 10 years of gross sales CAGR at 31% on a reported basis. The solid, long-standing, sustained momentum really comes down to three fundamental drivers. First, we see CIOs continue to see cybersecurity as a top spending priority. You can see this in the large and growing addressable market that we serve, which continues to create headroom for growth for our business. Secondly, we have a unique model and a strong value proposition, and it's built on services and our highly technical know-how within the cybersecurity industry, with a high ratio of engineers to sales ratio.... This explains why we've been able to build a best-in-class portfolio of vendors, as well as a strong and diversified route to market with more than 20,000 downstream partners, of which more than 6,000 are new partners that we have added during the course of the last five years. And thirdly, it's clear that Exclusive Networks has a proven long-term growth levers that are further accelerated through acquisitions, with 20 completed acquisitions over the last 10 years. If we talk a little bit about the markets we serve and the growing ecosystem that we operate within, you can see here on the left side of this chart, that the size of the market at the time of our IPO, and on the right-hand side, you see the size of the opportunity in 2024, as laid out in various research reports. We currently estimate that our serviceable addressable market is around EUR 50 billion. Our ability to continually grow our addressable market through vendor acquisition and expansion, geographic expansion, and M&A, has seen us almost double our serviceable addressable market during the last four years. Over that time, Exclusive Networks have grown faster than the market, more than doubling our gross sales in the last three years, which comes back to our unique model and the strengths of our value proposition. The acceleration of digital transformation, with leveraging of the cloud, and now also GenAI, continues to challenge security teams' ability to secure the new expanded perimeter and new digital infrastructures. Today, every enterprise across the world depends on IT and data, and according to recent studies by IBM, an average enterprise use up to 60 different cybersecurity tools in their cybersecurity infrastructure. We're also seeing more regulatory requirements that are being introduced by governments and industry bodies around the world to drive more disclosures and more transparency on cybersecurity breaches. The macro drivers for cybersecurity clearly remain structural and long-term, demonstrating why cybersecurity has today become a boardroom and a CIO priority for most global enterprises around the world. So in summary, 2023 was a strong year for gross sales and profitability, and our company-- for our company, and with continued solid prospects, allowing us to push-- to publish a solid guidance that I will now present. For FY 2024, considering the current market conditions, which are still challenged by some level of macroeconomic volatility and lack of visibility, we now expect that our gross sales will grow in the range of 10%-12% at a constant currency rate. We expect our net margin to reach a range between EUR 500 million and EUR 550 million, and we expect our adjusted EBIT to reach a range between EUR 200 million and EUR 210 million. All of this should generate an Adjusted Operating Free Cash Flow of 80% of adjusted EBITDA. With that, let's take a step back and recap 2023, which again, was a very strong year for Exclusive Networks. As I said before, the long-term drivers remain solid within the cybersecurity industry, and it continues to be a top priority for businesses, and CIOs, and CEOs around the world. We continue to have multiple growth levers, with a best-in-class vendor portfolio and some of the strongest vendor relationships in this industry. Our unique place within a large and growing cyber market and a strong track record, which leans heavily on our great people and our highly technical skill sets in cyber. I'm excited about the opportunities ahead of us for 2024, and what these will bring for our talented people, our vendors, our partners, and our shareholders. With that, I wanna thank you for your time today, and I will now hand it over to the auditors for their review of the 2023 accounts. Yeah, I can just introduce Mr. Marc Biasibetti, will present conclusions on behalf of the auditors. Good afternoon. On behalf of the Board of Statutory Auditors, I'm pleased to present the conclusion of our audit for the year ended December 31, 2023. I would remind you that our firms, Deloitte and Mazars, and their network, audit the financial statements of all the group’s significant entities. To this end, we have implemented an audit approach that takes into account changes in the risk incurred on the economic environment in which the group and its subsidiaries operate. Our approach is adapted to Exclusive Networks’ activity and business line, as well as to its organization. And finally, our audit conclusions were presented to executive management, to the audit committee, and to the board of directors of your company. For the ordinary general meeting, we have issued three reports. The first report on the certification of the parent company financial statements. Second report on the certification of the group consolidated financial statement, and the third report on the special report on the related agreements. So first, we confirm that we have conducted our audit in accordance with the requirement of French law, and that we have covered the principal risk of misstatement of the financial statement for all group subsidiary. We have noted the good quality of the financial statement and the consistency of the accounting principle on method used. In 2023, the key audit issues related to the risk of material misstatement that have been identified were concerning for the annual financial statement, the valuation of equity investment, and for the consolidated financial statement, first, the measurement of the recoverable amount of goodwill and trademarks, and secondly, the revenue recognition. You will find a detailed description of these matters and of the procedure performed in our report. We can confirm that the estimates by the management are reasonable, and that the applicable law and regulation have been complied with. We also confirm that we have no comment to make on the management report, the corporate governance report, and the other documents addressed to shareholders. In conclusion, we certified without qualification that the annual financial statement and the consolidated financial statement are true and fair, and that this financial statement gives a true and fair view of the result of operation for the year ended December 31, 2023, and of the financial position and asset and liability of the group as this date. For the consolidated financial statement, our report included technical observation to draw your attention to note 3.3, to the consolidated financial statement, which describes the change in accounting treatment for revenue from the resale of software licenses under IFRS 15. We also issued report on regulated agreements. This report is set out on page 200 of the Universal Registration Document. Our report mentioned a new related party agreement entered during the year and previously authorized by the Board of Directors to be submitted to the approval of the shareholders meeting. For the extraordinary part, we have issued a report on the delegation of authority to the Board of Directors to grant free shares to the employees and executive officers of the company and/or its affiliates. In conclusion, we have nothing to report on this transaction. Thank you. Thank you, Marc. I would like to point out that the company has not received any written questions prior to this general assembly. I therefore give the floor to those of you who wish to ask questions. Please raise your hand so that you can be identified, and we can bring you a microphone. As I indicated in the introduction to the meeting, you can ask your questions in French or in English. The floor is now open for questions. Okay, thank you. It seems that there are not any questions, then we will continue. I now give the floor to the Secretary of the Committee of the Annual General Meeting, Ms. Nathalie Bühnemann, to present the resolutions and the results on the vote of the resolutions. Thank you, Barbara. We can now proceed to the vote on the resolutions. Regarding the voting procedure, you are kindly requested to express your vote on the paper ballot to you at the time of signing in by ticking one of the boxes, for, against, abstention, for each resolution. All ballot papers will be collected after the voting sessions. Detailed results for each resolution will be communicated on the company's website within the legal deadlines. However, votes received remotely as part of the centralization process enable us to confirm the approval of all the resolutions. For the sake of simplicity and efficiency, I will present the resolution for voting without reading the full text of each resolution. You can complete your voting form while the resolution are being read. Regarding the final quorum, we have the same quorum as the one communicated previously. I will give it back just for the sake of numbers. I hereby confirm that the final quorum, which applies to both the ordinary and extraordinary general shareholders meeting, is 83 million 240,543 shares. This represent 91.81% of the capital and of the voting rights. We can now start the vote of the resolutions. First resolution, we will vote on the first resolution, which concerns the approval of the annual financial statements of the company of the year ending December 31st, 2023. These accounts show a loss of EUR 1 millon 151,946.48. And that's it. Okay. Second resolution. The second resolution is to approve the consolidated financial statements of the year ending December 31st, 2023, and which shows a group share profit of EUR 42 million 977,581. The third resolution aims to allocate the result of the financial year ending December 31st, 2023, to retain the earnings. The fourth resolution concerns the approval of a related party agreement concluded on the 24th of May, 2023, with HTIVB in connection with the acquisition by the company of 526,315 shares at a unit price of EUR 19, representing 0.6% of the shares comprising the company's share capital. This acquisition was made in connection with the sale by HTIVB of a stake of approximately 3.7% of the company's share capital and voting rights, achieved through a private placement, placement block trade. Details of this regulated agreement are mentioned in the statutory auditor's special report. We will ask you to note of the absence of any agreement and commitment entered into or authorized during previous year that continued in the 2023 financial year... The fifth resolution relates to external control of financials, and we will ask you not to renew the company Deloitte & Associés, and to vote on the appointment of KPMG as statutory auditor of the company for a duration of six financial years. That is until the general shareholders meeting that will be called in 2030 to approve the financial statements for the financial year ending 31st, December 2029. Sixth and seventh resolution. The two next resolution relate to the appointment of the sustainability auditors following the application of the European Corporate Sustainability Reporting Directive, CSRD, 2022/2464, transposed into French law by order number 2023-1142 of the 6th of December 2023, that oblige company to communicate annually concerning their sustainability information for a sustainability report, which will be subject to a European certification by the auditor under different conditions. In this context, the board of directors, upon recommendation of the audit committee, gave the priority to a joint audit approach and to nominating the two companies acting as statutory auditors for the company to carry out this certification. So six- the sixth resolution. By the sixth resolution, we will ask you to appoint KPMG as sustainability auditor for a duration of three years. That is until the general shareholders meeting that will be called in 2027 to approve the financial statement for the financial year ending December 31, 2026. Seventh resolution. By the seventh resolution, we will ask you to appoint the company Mazars as sustainability auditor for the remaining term office of its mandate as statutory auditor of the company. That is until the general shareholders meeting that will be called in 2027 to approve the financial statements for the financial year ending 31 December, 2026. The eighth resolution, we will now proceed to the vote on the resolutions regarding the compensation of corporate officers and application of the Say on Pay procedures. Under the terms of the eighth resolution, the board of directors submits for your approval the information on the compensation of all corporate officers, as contained in the Board of Directors Corporate Governance Report, which is including in chapter four of the URD. The ninth resolution. The ninth resolution seeks the general meeting approval on the compensation elements paid or awarded in respect of the financial year 2023 to Mr. Jesper Trolle, Chief Executive Officer, as presented in the Board of Directors Corporate Governance Report, which is including in the chapter four of the 2023 URD, the main features of which are currently displayed on the screen. Resolution 10. The tenth resolution submits to the general meeting approval, the compensation elements paid or awarded the financial year 2023 to Barbara Thoralfsson, Chairperson of the Board of Directors, as presented in the Board of Directors Corporate Governance Report, including in chapter four of the 2023 URD. The main features of these elements for the Chairperson of the Board of Directors are shown on the screen now. Resolution eleven. So the eleventh resolution seeks the shareholders' approval for the 2024 compensation policy for the CEO. This policy is described in the Board of Directors Corporate Governance Report under the terms shown on the screen now. Subject to your approval, the compensation policy, in particular, the increase of the annual variable cash compensation, would be applicable as of January first, 2024. The twelfth resolution relates to the approval for the compensation policy for 2024 for the Chairperson of the Board of Directors, under the conditions that are currently displayed on the screen, and they are unchanged from 2023. The thirteenth resolution seeks your approval for the compensation policy for the directors for 2024, as set out in the Board of Directors Corporate Governance Report, of which the main elements are currently displayed on the screen. The fourteenth resolution relates to the renewal of the authorization given by the shareholders' general meeting on June 8, 2023, to the Board of Directors to trade the company's shares. The shares could be acquired at a maximum price of EUR 30 per share and within the limit of 10% of the share capital for a period of validity of 18 months. This authorization may not be used during a public offer period. We now pass to the vote on the resolution for the extraordinary part of the annual general meeting. Fifteenth resolution. The fifteenth resolution presented to you is intending to renew the authorization given in 2022 to the board of directors to grant free shares to employees and/or corporate officers of the company and/or affiliate companies. And finally, the last resolution, sixteen, is for the general meeting to grant full powers to the chairperson of the Board of Directors to carry out the formalities required and subsequent to this general meeting. As stated before, starting the vote on the resolution, I inform you that the instructions received as part of the centralization of the meeting enables us to confirm that all the resolution have been adopted. The complete and detailed results will be available tomorrow on our website. This concludes the voting on the resolutions. Thank you very much for your time and for your votes. Thank you, Nathalie. Ladies and gentlemen, you can find all the results on our website. I now declare this general meeting closed. Thank you very much for your participation. I wish everyone a lovely afternoon.
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