Vantiva S.A. (VANTI) Earnings Call Transcript

[Interpreted] Good afternoon, everybody. Dear shareholders, as President of the Board of your meeting, I am pleased to preside over this Vantiva combined General Meeting. Joining me here today are Mr. Tim O'Loughlin, CEO; Mr. Lars Ihlen, CFO; and Mr. Simon Amselle, Secretary of the Board of Directors. Your participation in this Annual General Meeting is invaluable to Vantiva. Interpreters are available for presentation in English and invite you to put on your headphones if you'd like to hear the simultaneous translation. I will now appoint the presiding officers for the meeting. And I appoint the following seated in the first row of the auditorium as tellers -- next to me, rather, sorry, Mr. c9, and Mr. Dan Zambrano, both of whom are shareholders attending the meeting with the highest number of votes and have agreed to serve in these capacities. Now that the officers are appointed, we appoint Mr. Simon Amselle as secretary of the meeting. And I give the floor to Simon Amselle for the legal formalities.

[Interpreted] Thank you, Madam Chairman. The general meeting was convened today upon first call. A preliminary notice of the meeting was published in the ballotage in August. The notice of the meeting was published in the Bulletin des Annonces Légales Obligatoires, the BALO on September 4. Shareholders present represented hold 360,384,000 giving us a quorum. The final number of the shareholders present or represented will be announced before the vote on the resolution. As of now, the general meeting represent more than 25% of the share capital is duly constituted and we validly deliberate on both its ordinary and extraordinary agenda items. Also participating in the meeting today is Mrs. Nadège Pineau representing Deloitte statutory auditors; and Mr. Christophe Patouillère representing Forvis Mazars, statutory auditors. In accordance with standard practice, we have placed documents relating to the notice of the meeting on the Bureau's desk. The provisions of Article R225-81 through R225-83 of the Commercial Code regarding shareholder information have been compliant with the documents referred to in Articles R225-89 and -90 of the same code have been made available to shareholders within the time limit set by the regulations. Since all shareholders have had the opportunity to review the Board of Directors report, we asked a meeting to excuse us from reading it in its entirety. We remind you, this meeting is being broadcast live. The legal formalities are now complete, and we may proceed with the meeting proper, and back to the Chairman of the meeting.

[Interpreted] Thank you, Simon. Vantiva CEO, Tim O'Loughlin and I will now take the floor to explain the reasons why we are asking you today to allow the proposed transfer of the company's ordinary shares from the regulated market of Euronext Paris to the Euronext Growth Paris multilateral trading facility and to grant the Board of Directors the necessary powers to complete this transfer. I now give the floor to Mr. Tim O'Loughlin, your CEO, for the opening presentation.

Thank you, Kathleen. Dear shareholders, we believe Euronext growth is a trading venue that is significantly better suited to and Teva's current profile in the regulated market of Euronext Paris. As you know, Vantiva has evolved considerably since the separation of Technicolor creative studios, Visual Effects business. Since then, both our revenue and market capitalization have been substantially reduced. Euronext growth is a multilateral trading facility operated by Euronext. While it is not a regulated market, it retains a number of requirements regarding disclosure and governance. Companies listed on the market must appoint a listing sponsor whose role is to assist and oversee compliance with applicable market rules. This market is particularly well suited to a midsized company experiencing strong growth or undergoing a turnaround. Vantiva clearly falls into this latter category. Euronext growth attracts investors seeking investment opportunities with significant upside potential and who are prepared to accept a relatively high level of risk and share higher price volatility. The benefits from Vantiva are clear. The regulatory framework better aligns with the company's size and resources while providing access to investors, specifically looking for companies with our profile and characteristics. In addition, listing and regulatory costs will be lower than under our current listing structure. However, the Board of Directors and management are committed to maintaining a level of disclosure and governance that exceeds the requirements of Euronext growth. I will now invite our chairwoman to explain these commitments in greater detail. In summary, we believe that this transfer offers only advantages compared with our current listing framework, which is no longer fully aligned with the company's current situations.

[Interpreted] As Chair of the Board of Directors, I would like to reassure you regarding the implications of this transfer for governance and investor communications. This move will not come at the expense of transparency. Vantiva will maintain higher standards than what is strictly required under Euronext growth rules. Vantiva will continue to prepare its financial statements under IFRS, ensuring high-quality financial reporting. That means international standards and remains attractive to investors, both in France and abroad. Similarly, although this is not required on Euronext growth. Vantiva will continue to publish quarterly financial information as it does today to maintain a high standard of governance. The Audit Committee, the ESG Committee and the Governance Committee will all be retained. Lastly, after a 3-year period from the date of delisting from the Euronext Paris regulated market, only crossings of the 50% and 90% thresholds of the company's share capital or voting rights will be required to be reported to the French financial markets authority and to the company. In anticipation of the removal of the statutory obligation to report crossings of Vantiva's the holding thresholds, the Board of Directors proposes that Article 8.2 of the bylaws be supplemented to provide that any shareholder must report under the bylaws, any crossing output or downward of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 1/3s, 2/3s and 90% -- or 95% of the company's share capital or voting rights. I hope that these commitments demonstrate that the Board remains fully dedicated to ensuring shareholders continue to receive reliable, transparent high-quality information about the company Dear shareholders, before opening the floor and moving to the discussion and invite Simon Amselle to present the written questions.

[Interpreted] Thank you, Madam Chair. I'd like to inform you that the company has not received any formally written questions. We have one request but it was after the -- but there was missing a certificate and this was actually written in Orion. Let me read it for you. Surprisingly, two resolutions were missing in our last meeting here when we voted and had a discussion, please briefly summarize in passing all your expectations for this operation. This is the part question, but it did not come with a certificate of shareholding, so we can't give a formal answer, but we hope that the explanation provided by our CEO, and our Chairwoman will answer this question.

[Interpreted] And we have with us Lars Ihlen, CFO, who can answer any question you have before we vote on resolutions. Thank you, Simon. Now I invite shareholders who would like to ask questions. To raise your hand, you can ask your question in French or in English, we will translate simultaneously for you. And there's a microphone in the room here. We want time for everyone to be able to speak. So please ask your question as succinctly as possible in 2 minutes maximum. I can't see anyone. I'm blinded by the lights.

The shareholder who asked the question in rooms, but without so ticket is here because it's me. So perhaps you could give me a more formal answer to my question. Also, this meeting is an opportunity to take stock of the development of the group, like another investors meeting and seeing what's happening internationally, if you have any comments to share with us. That would be nice.

Thank you, dear shareholder, and [indiscernible], Who would like to answer the question on the situation of the company.