Ladies and gentlemen, dear shareholders, on behalf of the Board of Directors of Exclusive Networks, I would like to welcome you to our Ordinary General Meeting. As with our previous meetings, the present Ordinary General Meeting will be held in English. Headphones are available to follow the discussion in French if you wish. The Ordinary General Meeting is also audio broadcasted in both languages on the company's website to allow our shareholders who cannot attend in person to participate remotely. I would like to thank those of you who dialed in to follow this important event in the shareholder life remotely. I would also like to thank our shareholders for their mobilization over the last weeks, and in particular for their votes. I've finished my brief introductory remarks, and now we are going to open this General Meeting more formally. I therefore declare this General Shareholders' Meeting open. Firstly, and in line with regulatory requirements, we are going to set up the meeting committee. Mrs. Barbara Thoralfsson, being unable to attend this General Meeting in person, I will chair it in accordance with the decision of the Board of Directors of September 19, 2024. Ms. Barbara Thoralfsson will be attending the meeting via video conference and will be able to hear us and participate in the General Meeting if necessary. I would like to ask Mr. Antony Oliver, representing Everest Holdco Limited, the shareholder with the largest number of voting rights, and Mr. Vladislav Čaček, representing Banque Publique d'Investissement, to act as scrutineers. I would like to thank them for accepting these functions. I propose to appoint Mr. Jean-Philippe Carbonnel, Group General Counsel of Exclusive Networks S.A., as the Secretary of the Meeting. The committee is thus fully constituted. I'm also joined today by Mrs. Nathalie Bühnemann, Chief Financial Officer of the Group. The companies KPMG and Forvis Mazars, the statutory auditors of our company, were duly convened, and I will now give the floor to the Secretary, Mr. Jean-Philippe Carbonnel, to report on the usual formalities. Thank you. Sorry, ladies and gentlemen, dear shareholders, good afternoon. I would like to remind you that you have been convened to this Ordinary General Meeting by decision of the Board of Directors of September 19, 2024. This same board meeting granted all powers to Jesper Trolle to chair this meeting. 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, BALO, on September 23, 2024. The Notice of Meeting was also published on October 9, 2024, in the French gazette Bulletin des Annonces Légales Obligatoires, as well as in the Legal Notices section of the newspaper Medialex. The regulatory documents and information, which are currently displayed on the screen, yes, they are, have been sent to the shareholders and published on the company's website 21 days ahead of the present meeting in accordance with French law. They were also made available to the shareholders at Exclusive Networks S.A. Registered Office 15 days ahead of the meeting in accordance with French regulation. The joint statutory auditors were also invited to attend by registered letter with acknowledgment of receipt dated October 9, 2024. The list of shareholders is also available to the shareholders. The attendance sheet will be made available to shareholders as soon as it's 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 were unable to attend today's Ordinary General Meeting and vote at the meeting were able to cast their votes before the meeting either by voting remotely, by sending their instruction by post and by internet via the secure vote access platform, or by giving a proxy 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 90,657,054 shares, representing the same numbers of voting rights. As this Ordinary General Meeting is convened on first notice, it requires a minimum quorum of 20% of the shares with voting rights corresponding to 18,131,411 shares. After considering the votes and proxies received before the General Meeting, online votes, and votes by post, I note that the quorum provision stands according to the attendance sheet at 88.78%, representing 80,485,644 shares. A definitive quorum will be given to you just before the votes on the resolutions. Consequently, having met the quorum required by law, the meeting is legally constituted and can validly deliberate as an Ordinary General Meeting. The agenda of the shareholders meeting is currently displayed on the screen. Two resolutions will be submitted to your vote. As already mentioned, the full text of the resolutions was published on the Notice of Meeting on September 23, as well as in the convening notice. Under the first resolution, you will be asked to vote on an exceptional cash distribution of EUR 5.29 per share. The second and last resolution is intended to confer the necessary powers for legal formalities. I confirm that no shareholders have exercised their right to have items or draft resolutions including on the agenda of this General Meeting. I now give the floor to Mr. Jesper Trolle, CEO, to provide a detailed presentation of the exceptional distribution. Thank you, Jean-Philippe. So, as announced on July 24, 2024, Exclusive Networks have received a binding offer from Clayton, Dubilier & Rice, also known as CD&R, in consortium with Exclusive Networks' majority shareholder, Everest UK Holdco Limited, an entity controlled by Permira, with the support of its founder, Olivier Breittmayer, to acquire a majority shareholding in Exclusive Networks at a price of EUR 18.96 per share, following an exceptional distribution of EUR 5.29 per share, resulting in a total amount of EUR 24.25 per share. Following the block acquisition, the consortium would file a simplified mandatory tender offer on the remaining shares in Exclusive Networks at the same price of EUR 18.96 per share, followed by a squeeze-out if the legal conditions are met at the end of the offer. In the context of this transaction, and as announced, Exclusive Networks would refinance its existing indebtedness, and in this context, you are to call in an Ordinary General Meeting to approve an exceptional distribution. Your Board of Directors, based on the recommendation of the Ad Hoc Committee, after reviewing the solvency opinion issued by Finexi, the independent expert appointed by the Board of Directors, has welcomed the proposed transaction, approved the refinancing of the company, and the principle of this exceptional distribution during its meeting on September 19, 2024. This exceptional distribution of €5.29 per share, subject to your approval, would be paid after the regulatory approvals for acquisition are obtained, including antitrust, foreign investment, and foreign subsidies clearances, and prior to the closing of the block acquisition. This distribution will be funded with priority from other reserves in the amount of EUR 53,676,521.01, and for the remaining part from share premium in the amount of EUR 431,259,291.93, leading to a total exceptional distribution of EUR 484,935,812.94. I will now give the floor back to Mr. Jean-Philippe Carbonell, Group General Counsel, to give you a detailed presentation of the work and conclusions of the Ad Hoc Committee. Jean-Philippe, thank you. As explained by Jesper Trolle, an Ad Hoc Committee was formed by the Board of Directors on May 21, 2024, in the context of the transaction. This Ad Hoc Committee consists of independent members to oversee the fairness and transparency of the process. The Ad Hoc Committee members are Nathalie Bühnemann, Chairperson of the Audit and Risks Committee, Marie-Pierre de Bailliencourt, Chairperson of the Nomination and Compensation Committee, Barbara Thoralfsson, Chairperson of the Board of Directors and member of the Audit and Risks and the Nomination and Compensation Committee. The Ad Hoc Committee met on several occasions to review the offer from CD&R, including on June 20, 2024, when it recommended appointing Finexi as the independent experts to issue a fairness opinion in the context of the transaction and a solvency opinion for the exceptional distribution. On July 23, 2024, the Committee recommended the exceptional distribution. Following the closing of the block acquisition, Finexi will issue a fairness opinion on the financial terms of the tender offer and the squeeze-out, after which the Ad Hoc Committee will issue a recommendation on the offer. Thank you, Jean-Philippe. Now let's continue with the agenda. I would like to point out that the company has not received any written questions prior to this General Meeting. 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 a microphone can be brought to you. As indicated in the introduction to this meeting, you can ask your questions in either French or in English. The floor is now open for questions. Hello. What is the share of shares that will be divested? You talked about a block divestment, but what is the share of the total share capital that that represents? 66%. 66%. 66%, kind sir. So two-thirds then. So EUR 18.96, I assume that's the divestment price. Right. The total offer comes to EUR 24, including the EUR 5 of exceptional distribution. Once the block acquisition will be finalized, the company can be delisted, but there's a whole procedure for it. But this can only happen after the block acquisition is completed. So the company will be delisted, as announced in the media. I have an observation. In your introduction, you said that the documents pertaining to this General Meeting were made available to the shareholders 14 days prior at the company head office. I came yesterday. I wanted that information. So I showed up at your head office, and reception told me that information is not available. No attempt was made to put me in contact with a human being. The only information I have received is that I should be here. We need to fix that process, kind sir. Apologies. We didn't know that you would be coming. Our instructions didn't trickle all the way down. Our apologies, kind sir. I got another question, if I may. Yes. If I've understood correctly, if you obtain 90%, if the new shareholder obtains the 90%, he'll make a withdrawal delisting request. Absolutely. That's the plan. How did you determine the share price portion and cash distribution? We received the offer as a company. So, is the shareholder consortium you're making the offer that determined that offer? We didn't take part. We received an offer, and we just determined a position regarding its value, the EUR 18. It's the consortium that made that offer. Our results are going to be released on Monday. You get the information on Monday evening that will be presented, the revenue for Q3. We can't give that information before we release the results on Monday. From memory, you've never distributed a dividend since you've been listed. Nothing in 2023. Nothing in 2024. Unfortunately, we can't answer you, madam. What's the situation regarding the regulatory clearances for this disposal? It's underway. We can't give you a firm date. We don't have it. We can't give you a date over which we have no certainty that it'll be during the first quarter of next year that you'll be informed. For the authorization for the clearances, the person who set a deadline, we don't know what that deadline is. So, depending on the countries and depending on the type of clearance you're asking, the timeline isn't the same, and the clock doesn't start from the... The general rule is that the timeline begins once the authority staffing request has the relevant information to process it, and generally, the clock is stopped during periods when we send you questions, requests for additional information. We have no control of the timeline regarding the approval process from the authority. It's underway. We can tell you that. It's in progress, but we can't be more specific than that. Unfortunately, we'd like to, but we have no control over that. It all depends on the diligence of the authorities, their workload. We can't forecast when that will come about. We're not hoping for any date. We're just doing what we're asked to do. What we can tell you is we're doing everything for it to take as little time as possible. Unfortunately, we can't be more specific than that. But we spend a great deal of amount of time on this. I can assure you that we'll continue to do that in need be. We're in this process that can't be shortened, and we can't be any more specific than that. No further questions? Questions? We have now answered all the questions, and I propose that you vote on the two proposed resolutions. So, I will now give the floor back to the Secretary of the Meeting. Jean-Philippe. Thank you. We can now proceed to vote on the resolutions. Regarding the voting procedure, you are kindly requested to cast your vote on the paper ballot given to you when you signed the attendance sheet by ticking one of the boxes for, against, or abstention for each resolution. All ballot papers will be collected after the voting session. Detailed results for each resolution will be communicated on the company's website within the legal deadlines. However, votes already received remotely as part of the centralization process enable us to confirm the approval of all resolutions. For the sake of simplicity and efficiency, I will present the resolutions for voting without reading the full text of each resolution. You can complete your voting form while the resolutions are being presented. 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 inform you that the final quorum for this Ordinary General Meeting is of... Sorry for the suspense. 80,485,644 shares, representing 88.78% of the share capital and of the voting rights. We can now start the vote of the resolutions. First, you will vote on the first resolution, which concerns the approval of an exceptional distribution of EUR 5.29. This distribution is subject to the obtention of the regulatory authorizations for the block acquisition of the majority shareholding by the consortium, as explained in the text of the resolution and the Board of Directors' report made available to you prior to this meeting. This resolution also delegates the power to the Board of Directors, with faculty of sub-delegation to the CEO, to decide the payment dates of the distribution. Additionally, and as mentioned in the resolution, after the vote and prior to the exceptional distribution, Exclusive Networks will publish a press release that will provide further clarity on the tax treatment of this distribution. This will be based on an accounting position as of a date close to the distribution and will include the number of shares entitled to the distribution. Second and last, this resolution is intended 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 resolutions, I inform you that the instructions received as part of the centralization of the meeting enables us to confirm that all the resolutions have been adopted. The complete and detailed results will be available on our website in the coming days. This concludes the voting on the resolutions. Thank you very much for your time and for your votes. Thank you, Jean-Philippe. With that, I now declare this General Meeting closed. I thank you for your participation and wish you all a nice afternoon. Thank you.
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