Good morning, ladies and gentlemen, and thank you for standing by. Welcome to Wendel's Full Year 2024 Results Conference Call and Webcast. At this time all participants are in a listen-only mode. There’ll be a presentation followed by a question-and-answer session. [Operator Instructions] I must advise you that this is being recorded today. I would now like to hand the conference over to Mr. Laurent Mignon, Wendel's Group CEO. Please go ahead, sir.

Thank you very much for this introduction. Good morning to everybody. Happy to have you on this call for the full year results 2024 of Wendel. And I'm here with David Darmon and Benoit Drillaud, we will make the presentation all three of us. And then we will be, as always, available to answer your question. Also in the room, we have Olivier Allot, our Investor Relations Officer; and Jerome Michiels in order to answer to your questions if any needs. So let's start. I think, the last year financial was a real achievement as our dual model is starting to deliver the growth we expected. Our fully diluted net asset value per share has reached EUR185.7 per share, which represents -- if you take into account the dividend that was paid in '24, a 16.9% year-over-year value creation. Our principal investment activity contributed to EUR 21.1 per share, and we will see that more in detail later on, since a large part of the strong stock performance of Bureau Veritas. But also our new asset management activity contributed for the first time to EUR 6 per share, thanks to the above expectation fee-related earnings generation and the strong growth of the AUM, 24% growth. As a result, we will propose a EUR 4.7 per share dividend, up 17.5% compared to last year. And as announced in our strategic road map, this dividend level takes into account the first partial integration of the asset management activity into Wendel in 2024. Keep in mind that this is just the beginning. And it will mechanically be higher in '25, thanks to the consolidation of a full year for IK and Monroe Capital and Monroe, we expect to close the transaction in Q1 this year. So let's go to the next slide. And I think, as you see, we took some major steps to create a long-term value in '24, both on principal investment and asset management. Regarding principal investment, well, Bureau Veritas delivered strong results on the back of the quality of its LEAP28 strategic plan, and this has been reflected in the performance of the share price, which has gone up 28% during the year. Our unlisted assets, and we'll come back in more detail on that, pursue their M&A activities to improve their medium, long-term value creation profile. But David will come back more in detail on that. As an investor, we've been very active in terms of portfolio rotation during the year with EUR 2.3 billion of disposals and value creation or crystallization and the acquisition, as you know, on the other side, our Globeducate to further improve our portfolio growth profile. And we strongly believe that Globeducate will bring a lot to us in the future. On the asset management side, 2024 has been a transformational year for Wendel and its shareholders. First, obviously, we had the closing of the IK transaction which was initiated in '23, but really started as -- and contributed to Wendel in this year. And it has been a very good start, because the value of IK in our NAV has increased very significantly this year on the back of the fantastic growth it delivered above the estimates announced in 2023. We continue to build our asset management platform, which we think will be a strong value creator in the future and with strong growth and level of dividend to be distributed. With the announcement of the acquisition of a new vertical in the private credit, Monroe Capital will be -- we expect to close the transaction in, as I said, Q1, it will give our platform a critical mass and increase our exposure to the U.S. economy. These are really great achievements that improve Wendel's growth profile, increase our cash flow generation, and thus, will increase our dividend payout to our shareholders. They are key to deliver, we think stronger return to shareholders. And as I mentioned, it's just the beginning. Now if you look to the transformation over the last two years, you see that today, Wendel Group managed altogether EUR 41 billion of assets, EUR 41 billion pro forma, obviously, of the acquisition of Monroe, which is made of EUR 7.4 billion in the principal investment, excluding cash, and EUR 33.4 billion of assets managed for third party in Europe and in the U.S.A. Keep in mind that two years ago, we had only principal investments. So this is really a big, big change. At the end of the day, it, of course, gives Wendel a much more value creative and cash-generative model, but it's also very interesting to note that our economic exposure today is made of three-third

One-third in Europe, one-third in the U.S. and one-third in the rest of the world. Now, NAV, let's go, because I think it's important that we understand well the drivers of the value creation in 2024. So we've created EUR 27.4 per share in value during the year, which is, as I mentioned, 16.9% compared to the start of the year. This impressive growth is explained first by the strong growth of the listed assets, by 29%, mainly due to Bureau Veritas share price growth. It's interesting to note that we sold in '24, EUR 1.1 billion of Bureau Veritas' shares, but thanks to the growth of its share price, its total value in our NAV is almost the same at the end of 2023. And on the other hand, our unlisted asset value on a like-for-like basis, like so, without including Globeducate, which just came into the year, went down 7%. CPI, but we'll go back in more detail on that, and I will hand over for, of course, David, for that. CPI had a very positive performance over the year. But Stahl, ACAMS and mainly Scalian suffered overall from more difficult market condition and volatile multiples. Our Asset Management GP value is strongly up by EUR 6 per share in light of a very good performance of IK Partners during the year 2024. Another element of the value creation or destruction is cost, financial results and other elements. The impact is only EUR 1 per share down this year, thanks to good control of cost, very positive carry and carry -- financial carry and the positive impact of the dollar hedging we have put in place at the time of the acquisition of Monroe Capital. In 2024, we bought back EUR 92.5 million of shares, and that has created some value through accretion by our buyback, and that represents EUR 1.4 per share of value accretion. So all of that leads to EUR 27.4 per share, which includes EUR 4 of dividend and EUR 23.4 of the fully diluted NAV increase on the year. Now I pass over to David, who will go into the detail of the principal investment performance, and I will take back to discuss about the asset management. David?

Thank you very much, Laurent, and good morning, everyone. I am now on Slide 8, where we're going to give you more details on the value creation on the principal investments. You can see that over the year 2024, there was a plus 12.8% value creation from the principal investments. The value creation comes mainly from Bureau Veritas, as Laurent mentioned, it delivered an outstanding 2024 vintage both from an operational point of view and on the stock market performance. Regarding the unlisted assets, the overall contribution to value creation was negative in 2024, with mixed performances. CPI performed very well and contributed very positively. And so positively that CPI actually paid a EUR 93 million dividend to Wendel early 2024. Regarding Stahl, Scalian, and ACAMS, the contribution was negative over the course of the year as a reflection of those assets performances and the multiples of the peers. And those offset the good performance from CPI, as Laurent mentioned. Regarding Stahl, we valued the company from -- of the sale of its wet-end division, which has reduced EBITDA in absolute value without the full impact of the multiple re-rating we expect from this strategic refocus. We strongly believe that the new Stahl, that was presented during the Investor Day, has now become a very attractive asset. I am now moving to Slide 9, where you can see that the principal investment NAV was up EUR 21.1 led by the listed assets growth. As already mentioned, Bureau Veritas delivered an outstanding performance in 2024. The sales were up 6.4%, including a 10.2% organic growth. The profits were up 7.1% and the margin are up 11 basis points year-over-year. Bureau Veritas expects to deliver for the full year 2025 mid- to high single-digit organic revenue growth and will show an improvement in adjusted operating margin at constant exchange rates. And also, the company announced the strong cash flow with cash conversion above 90%. We are very confident in the prospect of Bureau Veritas, and we have been very involved in supporting the company in the definition of its LEAP28 strategic plan, which we fully support. Regarding Tarkett, as of December 31, 2024, it is valued according to its 20 days’ average share price end of 2024, which was EUR 10.5. As you saw, Tarkett Participation, Tarkett's controlling shareholder announced its intention to file an offer, followed by a squeeze-out on the Tarkett shares with an offer price of EUR 16 per share, which is a fair vision of Tarkett value and thus, we will use this price in our Q1 2025 NAV. I am now moving to Slide 10, where you can see a company by company, the private companies, I mean, the performance over the year. Regarding Stahl, keep in mind that these figures are still including the Wendel division sales and EBITDA. On a NAV valuation standpoint, as I already mentioned, we did exclude the wet-end. The positive sales growth despite market challenge that we saw in the automotive and luxury goods prove the resilience of the Stahl business model. The EBITDA margin remains pretty strong at 22.2%, demonstrating a very effective cost control. 2024 was a transformation year for Stahl. It did become over the year a pure-play specialty coatings formulator and a radical change in its equity story. The sale of the wet-end leather chemicals division aligns with the strategic shift, and it's very worth emphasizing this transformational move. The pro forma financials showed a stronger growth profile and an improved margin, which now stands at 23.7%. Regarding CPI, 2024 was another year of very strong performance, with revenue growth up plus 8.5% and EBITDA up 7.8%. The company did maintain a high EBITDA margin at 49.3%, despite international expansion investments and some significant IT investments as well. Over Christmas, the company actually closed its first acquisition under Wendel's ownership, a small Norwegian leader in behavior, intervention and training. Regarding ACAMS, 2024 had stable sales despite a very strong transformation in the company. The EBITDA margin went up 70 basis points, showing an effective cost management. 2024 was also a pivotal year for the company, a year of transformation under new leadership and with some key investments in technology-driven growth. Regarding Scalian, you can see that the sales declined by 1.2%, reflecting a broader market slowdown, especially in the automotive in Europe and in the aeronautics. The EBITDA margin dropped by 60 basis points, mainly due to a lower utilization rate and the market slowdown was partially offset by a strict SG&A control. The company had two acquisitions in 2024

one was Dulin, in Spain; and the other one was Mannarino, in Canada, some very strategic and attractive targets, one in cybersecurity and the other one in high-end drone engineering software IT. So 2024 was a transition year for Scalian as well in a very tough market environment. We are working hard with the management to ensure that Scalian will fully benefit from the up-cycle, building on the very strong OT business and an improving IT offering. Last, regarding Globeducate, you can see that the company enjoys a strong revenue growth, both organically and through M&A. The EBITDA margin remained solid at 23.9%, in line with our expectation. Early 2025 Globeducate completed three acquisitions in line with the management plan, and the M&A pipeline is still very strong. I hand over back the mic to Laurent for the rest of the presentation.

Thank you, David. We're moving to Slide 11 on the -- specifically IK growth momentum. 2024 was another strong year for IK Partner. First of all, which is, I think, a key element today of where the success of IK is with the amount of impressive liquidity that has been returned to LP is EUR 1.6 billion of proceeds were generated with an average 2.8 times multiple for 11 exits. So a lot of return and a very good performance of the company that were sold during this period. I think there's not so much funds that have been able to realize that, which is, I think, at the heart of the success of IK that has resulted in successful fundraising. On a calendar year 2024, it's a EUR 3.4 billion that were raised by IK. It's a raising season that started late '23 and will finish during the first half of '25. The target is EUR 6 billion for this vintage, and we're well underway. We are already currently at EUR 5.2 billion out of that EUR 6 billion vintage. So, we are very, very confident in the fact that we will reach and all we have in the pipe shows that we will reach EUR 6 billion, even potentially a little bit more. You've seen also an active and selective deployment over 2024. The teams of IK realized 17 deals or EUR 1.5 billion of investment. And it's also a company that is permanently innovative. IK pursued its growth strategy with new products. We've made the First Continuation fund. We've developed Article 8+ SFDR, and we have more ideas to come in order to fuel the growth in 2025. If we move to the asset under management on next page, I think it's -- you see the quite impressive development of IK, very well positioned in the PE market for the mid-cap and small-cap segment, which we think is a very good segment and where IK is very, very well positioned in Europe. It has delivered outstanding results. The AUM are up 24% in '24 from EUR 11.1 billion to EUR 13.8 billion from December '23 to December '24 of the period, as I mentioned, EUR 3.4 billion were raised. And this good momentum in fund raising is successfully in the different -- it's true in all the different strategy, the mid-cap, the small cap, the continuation vehicle and the partnership funds, which are all sweet pool fundraising, very close to the end in mid-cap, halfway in the small cap, because it started after, and continuation vehicle is finished, partnership fund is close to be finished too. As a result, IK delivered very strong FRE in 2024 with close to EUR 70 million FRE above our initial estimates which we announced at the time of the acquisition, which was EUR 60 million at that time for the 2024 year. Okay. Another point is cost and a little bit of a zoom on that. Cash operating costs, net financial results and other items impacted us negatively by EUR 1, thanks for a very strict cost control and a quite positive carry -- financial carry in 2024 plus the positive impact of the hedging instrument put in place at the time of the acquisition of Monroe. It has represented, as you see only EUR 1 per share. Then also, we've made, as I mentioned, share buyback and the share buyback result in a EUR 1.4 million creation per share in December 31, '24. Now we move to the ESG. Well, I know that it is less of the spirit of the moment to speak about ESG now, but we are still very committed to what we've done now for the last six years. And we've been now -- six years that we've been included in the Dow Jones Best-in-Class World and Europe indices. We can -- making it one of the top -- Wendel is one of the top 10% of companies in terms of sustainability and the diversity. Diversified financial category. We have a score, as you see, of 76 out of 100 in this category, which has improved compared to 2023. In 2024, Wendel defined a new ESG road map and this road map includes five priorities

governance and business ethics; reliability of extra financial information, we have the first CSRD report that we're doing this year; health and safety; climate change; and adaptation and parity. I will hand over to Benoit Drillaud to comment on the results of the year.

Good morning. In 2024, the sales are amount to EUR 8.064 billion. The asset management contributing for the first time this year. This amount is 13% above last year and 8.4% organically, thanks to Bureau Veritas and CPI good performances. The net assets from operations is EUR 754 million, up 6% above last year, despite disposal of Constantia Flexibles. After the capital gain of, on Constantia Flexibles, that was EUR 692 million, but EUR 420 million in group share after the amortization of the goodwill entries, a depreciation booked by Scalian in the context of the industry slowdown and a depreciation booked by Stahl on its wet-end division that is being sold. The net income group share is EUR 294 million, twice the amount of 2023. In accordance with IFRS, some events are not booked in the P&L. The capital gain on the block of Bureau Veritas shares that was EUR 784 million. The change in fair value of our stake in IHS and the dividends we received from Bureau Veritas and CPI that are fully consolidated. If we turn to the following page and the financial structure. The LTV ratio at the end of 2024 was 7.2%, including the commitment we have in IK funds. If we take into account the acquisition of Monroe, this LTV is 23% above the S&P ceiling for our current rating. We will reduce this LTV with the value creation of the portfolio and the asset rotation. Concerning our liquidity even after our commitment in IK funds and the acquisition of Monroe and the accompanying commitments, the amount of liquidity is still very large, EUR 1.2 billion, including EUR 875 million of available credit lines. The amount of debt is EUR 2.4 billion, including EUR 750 million of exchangeable bonds in Bureau Veritas that will be redeemed in Bureau Veritas shares. The average maturity is 3.6 years. But if we don't take into account the exchangeable bonds that will be redeemed in Bureau Veritas shares. It is 4.7 years in line with our long-term investor profile. And as Laurent just explained, the cost of our debt is lower than the return of the cash in 2024. So we made a net income on the net debt.

Okay. Thank you. Thank you, Benoit, for this presentation. Just a few words to conclude. We are very confident that the development of this dual model will continue to create more value and more recurring returns for our shareholders. We will first build the third-party asset management platform through the successful integration of Monroe Capital, continued development of IK Partner as well as the implementation of commercial synergies between the two entities, and we strongly believe it will deliver strong FRE. We will also continue to look for additional verticals. Principal investment, our investments will continue to deploy transformation plan in our companies to grow them organically, but also through M&A. And I can tell you, we are very active with all the company in order to make sure that we take benefit of those great investments. Our ambition is really to leverage our dual model to deliver superior return to our shareholders with strong financial discipline. We are convinced that this strategy which was initiated two years ago will deliver an attractive value proposal for our shareholders and investors, and it's the first year where it starts to pay and it will continue. And in fact, the asset management part is just at the frontier of being included in these numbers, and it will really start to be significant next year, as you will see. Thank you very much for your time and for your attention. And I think now Benoit, David and I, and all the team is our -- at your disposal to answer any questions that you may have. Thank you.

[Operator Instructions]

So we have a web question, Olivier speaking. The first question, Exor announced a buyback, given the large discount to its NAV. Why not make such a smart capital allocation move?

As I've always say, we've made some buyback last year, which created a EUR 1.2, EUR 1.3 per share value through accretion and we've always said that we will be opportunistic doing that. I think we've created significant value by investing in the asset management business too, and we will continue because we think it's -- we need to create value for the long term, not only for the short term. So it's a combination of the different strategy that we are pursuing. And share buyback is part of the tool that we are using, but we cannot reduce our strategy to a pure share buyback.

Thank you. We have another question from the web. The financial press disclosed that Pernod Ricard could sell Mumm champagne, would you have a look at it and make a bid?

No. I'm saying no, because it's we're not interested in any sort of -- we've never had any -- I mean, we have no competences in the retail and consumer business. So we will not invest into that.

Thank you. Can you make any additional comments on the discussions between SGS and Bureau Veritas? And do you have in mind other options?

Well, I think most of it was very clearly stated in the community that was published by Bureau Veritas on January 27. Those discussions between BV -- Bureau Veritas and SGS has ceased and did not result in an agreement despite BV's strong belief in the value of consolidation within this sector. I don't think we have more to comment despite that. We, as Wendel, as we mentioned during the presentation, we strongly support Bureau Veritas with LEAP28 strategy, and supporting its strong ambition of a transformative LEAP -- transformative LEAP in growth on one side and performance and also portfolio reshaping. So we think it's a bright approach, and we will continue to support the company in doing so.

Thank you. Are you concerned by some potential changes in carrying interest tax scheme in the U.S. for private equity industry?

We're not exposed to that. So we don't -- we -- I mean, we're not concerned. So not being concerned, it's not an issue for us. Will it have some impact on the private equity industry in the U.S.? Potentially in the U.S., we're exposed to two things by investing on some companies and our two good companies, CPI and ACAM. CPI is a very well-performing company since we bought it after a slow start during COVID, but now has a great performance. ACAM is really in a transformation. Year 2024 was a very good year in transformation, change in leadership, and we've seen that the results are starting to pay now, and we expect to see much more in 2025. I think, there was a clear demonstration of that during our Investor Day. And the other exposure we have to the U.S. is in the private asset activity is Monroe Capital through private credit. And we view the fact that Monroe, as you know, that in private credit, the carried interest issues is much smaller than it is in the private equity issue. So we don't view that as being a significant issue globally for us.

Thank you. There is still a substantial discount to NAV. How do you explain that? And what are you going to do about it?

Well, I think, the -- I've said that many times. The only antidote, the remedy to discount is performance. So the only thing we will do is keep on improving performance of the global assets. This year, performance of our net asset value and including the dividend we pay to our shareholders was 16.9%. It's one year, so people may claim one year doesn't make a story, so let's do it next year and the year after. And if we deliver that on a sustainable basis, I think then the discount will be reduced. The second element is that, we have decided that we should offer to our shareholders a significant return. And we've defined a dividend policy that is reflecting the potential of value creation that we're generating on the asset that is reflecting also higher cash flow profile that we are creating through the asset management business. Asset Management business is a business that generates yield and growth. And that's really what we want. We want to generate significant dividend going forward and growth. And by doing the two of it, I think we will generate significant value to our shareholders. You've seen that the dividend has increased this year, but it will mechanically continue to increase significantly in 2025, just by the addition of the full year of IK plus the fact that Monroe will be part of us and will generate significant FRE. So we will continue making sure that we've got a disciplined work on making sure that we create value on the assets that we've invested in and that we distribute a significant part of the cash flow we generate through our activities. So yes, I think long term, this is what we'll pay. I'm not running for the -- just the next month's reduction. I'm looking for long term. Obviously, working on your capital structure through buybacks is also a tool in order to do it, as I mentioned, but it cannot be the only one, because it's just given -- just stopping the story. And we have a story that started 320 years ago, and we're just saying that we can do it for many more years to come. At least David and I think that we've been having the confidence of the Board for the next four years. So we will commit ourselves to make sure that we can generate significant value in the next four years for all our shareholders.

Thank you. There are no more questions on the web and no questions by phone. So Laurent, it's time to close the call.

Okay. Well. Good. Thank you very much for all of you. What I can tell you is that we're very committed to creating value. We're very committed to increasing value for shareholders. You will see that there will be return. We're here to make sure that the discount, as you mentioned, it was mentioned, will decrease, and it will only decrease thanks to the quality of what we do, quality of the performance of our assets, quality of our reduction of the -- how can I quote it, the fact that we are managed all that with the lowest cost possible and the quality of our cash flow profile. And we can be stuck with high growth and high dividend. Thank you very much. And next time, we will talk together will be for the first quarter trading update, which is scheduled on -- sorry, I don't have the date, but it's certainly published in our website. It's sometime soon. Thank you very much. Have a great day.

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