Vivendi Se · EURONEXT:VIV
Vivendi — Shareholder Meeting (April 2025)
95 slides from Vivendi's shareholder meeting presentation, Apr 28, 2025
Slide 1: Yannick Bolloré, Chairman of the Supervisory Board
YANNICK BOLLORÉ Chairman of the Supervisory Board
Slide 2: Laure Delahousse, Philippe Labro
Laure DELAHOUSSE Philippe LABRO
Slide 3: Combined General Shareholders' Meeting, April 28, 2025
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 4: Arnaud de Puyfontaine, Chairman of the Management Board
ARNAUD DE PUYFONTAINE Chairman of the Management Board
Slide 5: Spun-off entities
SPUN-OFF ENTITIES 26.9M SUBSCRIBERS Autres activités 52 COUNTRIES
Slide 6: Investment portfolio
INVESTMENT PORTFOLIO 9.94% 19.21% Unlisted asset 100% Listed assets 19.78% 11.87% 5.04%
Slide 7: Divestments and acquisitions since 2014
DIVESTMENTS AND ACQUISITIONS SINCE 2014 Acquisitions and equity investments 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Divestments
Slide 8: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 9: François Laroze, Chief Financial Officer
FRANÇOIS LAROZE Chief Financial Officer
Slide 10: Vivendi 2024 Consolidated Results
VIVENDI 2024 CONSOLIDATED RESULTS
Slide 11: 2024 Key Figures
2024 KEY FIGURES 2024 2023 Portfolio of assets €7.2 bn €7.4 bn Financial net debt €(2.1) bn (1) - (3) Net Asset Value (NAV) €4.8 bn - (3) NAV per share (in euros) (2) €4.69 - (3) Revenues €297 M €312 M EBITA €(1) M €(33) M Adjusted net income €111 M €336 M Earnings attributable to Vivendi SE €(6,004
Slide 12: 2024 Statement of Earnings
2024 STATEMENT OF EARNINGS (in euro millions) 2024 2023 Revenues 297 312 EBITA (1) (33) Amortization and depreciation of intangible assets acquired through business combinations (167) (28) Settlement agreement with all the institutional investors (96) - Earnings before interest and income taxes (EBI
Slide 13: Listed Equity Interests & Dividends Received in 2024
LISTED EQUITY INTERESTS & DIVIDENDS RECEIVED IN 2024 Number of shares % Market Dividends owned of Stock market value received As of December 31, 2024 (in millions) ownership price (€/share) (in €M) (in €M) UMG 182 9.94% €24.72 4,494 93 Telecom Italia 3,640 23.75% (1) €0.25 898 - Banijay Group 81 19.
Slide 14: Key Figures
KEY FIGURES In euro millions 2024 2023 Δ (%) PC/consoles 124 113 +10% Mobile 148 173 -14% BtoB 21 25 -15% Total revenue 293 311 -6% EBITA excluding restructuring 14 10 +37% costs EBITA 8 5 +57%
Slide 15: Net Asset Value
NET ASSET VALUE Value (in As of December 31, 2024 Valuation method €M) Listed companies Stock market price 6,887 Private companies Value in use 234 Treasury shares Stock market price 98 Total portfolio valuation 7,219 Financial net debt (2,573) Loan to Lagardère 501 Adjusted financial net debt (2,07
Slide 16: Financial Net Debt Evolution
FINANCIAL NET DEBT EVOLUTION (In euro millions) + 501 - 2,072 + 308 + 971 + 42 - 115 - 2,839 - 389 - 343 + 46 - 254 Contribution from discontinued Adjusted net Net debt Sales Acquisition of Share Buybacks Dividend Interest, operations debt* as of including Financial Lagardère paid by taxes until Loa
Slide 17: A Robust Financial Situation
A ROBUST FINANCIAL SITUATION As of December 31, 2024 Shareowners’ equity €4.5 bn Adjusted net debt (i) €2.1 bn Market value of investments (1) (ii) €6.9 bn Loan-to-value (2) (i)/(ii) 30% (LTV) ratio (1) Listed investments excluding Gameloft, which is 100% owned by Vivendi. (2) Adjusted net debt rela
Slide 18: Revenues and EBITA by Business Unit
REVENUES AND EBITA BY BUSINESS UNIT (In euro millions) 2024 2023 Δ (%) Gameloft 293 311 -6% Other 4 1 Group revenue 297 312 -5% 2024 2023 Δ (%) Gameloft 8 5 Corporate (126) (130) Share of UMG’s earnings 122 94 Other (5) (2) Group EBITA (1) (33) +97%
Slide 19: Vivendi SE 2024 Statutory Earnings and Dividend
VIVENDI SE 2024 STATUTORY EARNINGS AND DIVIDEND
Slide 20: 2024 Statutory Earnings
2024 STATUTORY EARNINGS In euro millions 2024 Operating income (loss) (229) Dividends received 427 Partial demerger of Canal+ Group - Partial demerger of Louis Hachette Group - Distribution of Havas NV (1,659) Impairment of Gameloft value (141) Settlement agreement with all the institutional investo
Slide 21: Proposed Ordinary Dividend 2025
PROPOSED ORDINARY DIVIDEND 2025 Proposed ordinary dividend of €0.04 per share with respect to FY 2024* Global amount of €40 M, deducted from additional paid-in capital** A yield of around 1.5% * Ex-dividend date of April 29, 2025 and dividend payment date as from May 2, 2025. ** The distributi
Slide 22: Quarterly Financial Information as of March 31, 2025
QUATERLY FINANCIAL INFORMATION AS OF MARCH 31, 2025
Slide 23: Investments in Listed Companies as of March 31, 2025
INVESTMENTS IN LISTED COMPANIES AS OF MARCH 31, 2025 Number of shares held (in millions) Market Ownership value As of March 31, 2025 interest % (in €M) UMG 182 9.93% 4 623 Telecom Italia 2,684 17.51% (1) 804 Banijay Group 81 19.21% 752 MediaForEurope 112 19.78% 448 Lagardère 7 5.01% 143 Prisa 129 11
Slide 24: Evolution of the Shareholding in Telecom Italia
EVOLUTION OF THE SHAREHOLDING IN TELECOM ITALIA • As of December 31, 2024, Vivendi held 3,640 million Telecom Italia shares, representing 23.75% of the ordinary shares (1), with a market value of €898 million. • During the first quarter of 2025, Vivendi sold 956.6 million Telecom Italia shares, repr
Slide 25: Net Asset Value as of March 31, 2025
NET ASSET VALUE AS OF MARCH 31, 2025 Value As of March 31, 2025 Valuation method (in €M) Listed companies Stock market price 6,818 Private companies Value in use 234 Treasury shares Stock market price 105 Total portfolio valuation 7,157 Financial net debt (2,167) Loan to Lagardère 507 Adjusted finan
Slide 26: Q1 2025 Revenue
Q1 2025 REVENUE Δ organic Q1 2025 Q1 2024 Δ (%) In euro millions (%) Gameloft 68 68 +0.6% +0.3% Other 1 1 Group revenue 69 69 +0.6% +0.3%
Slide 27: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 28: Alexandre de Rochefort, CEO Gameloft
ALEXANDRE DE ROCHEFORT CEO Gameloft
Slide 29: —s one: .
—s one: .
Slide 30: Gameloft: A Timeline of Innovation and Growth
GAMELOFT: A TIMELINE OF INNOVATION AND GROWTH Record revenue of Arrival of the Free- Arrival in €321M to-Play (F2P) model Strategic repositionning of 2027 Gameloft on the 2022 2011 PC/Consoles market 8 Gameloft games launch on Apple’s new App Store 2016 Launch of Dungeons & Dragons on 2019 PC/Consol
Slide 31: Gameloft at a Glance
GAMELOFT AT A GLANCE 2024 REVENUE 2024 EBITA* 2024 CFFO EMPLOYEES STUDIOS €293 M €14 M €22 M 2,900 10 B2B 7% South America 5% PC/Console 42% APAC 13% North America 45% 2024 2024 revenue revenue by activity by region Mobile 51% EMEA 37% *EBITA before restructuration
Slide 32: Return to Growth for the Video Game Industry
RETURN TO GROWTH FOR THE VIDEO GAME INDUSTRY ENTERTAINMENT MARKETS IN $bn VIDEO GAME MARKET (SOFTWARE) Annual variation (%) Impact of Covid Adjustment Stabilisation 23% 206 16% 184 14% ~7X ~4X 8% ~2X 95 5% 4% 4% 3% 2% 46 1% 26 TV PayTV* payante* Jeux vidéo Video games Streaming Video Box Office Stream
Slide 33: Strategic Pillars
4 STRATEGIC PILLARS… DIVERSIFICATION Diversification and transition of production and operations towards multi-platform (PC, Consoles and Mobile). Gameloft now addresses 100% of the video game industry market. CREATION PORTFOLIO Investments in increasingly ambitious PC and Refocusing on key franchis
Slide 34: Which Create Major Competitive Advantages
…WHICH CREATE MAJOR COMPETITIVE ADVANTAGES 1 A UNIQUE PRODUCTION CAPACITY AND MULTIPLATFORM EXPERTISE 2 HIGHLY COMPETITIVE COSTS FOR PORTFOLIO CREATION AND UPKEEP 3 A MULTINATIONAL AND INTEGRATED VIDEO GAME COMPANY 4 A DIVERSIFIED GAME PORTFOLIO AND STRONG INTERNAL AND EXTERNAL FRANCHISES
Slide 35: Unprecedented Game Portfolio and Pipeline
UNPRECEDENTED GAME PORTFOLIO AND PIPELINE EXISTING ICONIC FRANCHISES NEXT BIG GAMES + 5 UNANNOUNCED PROJECTS
Slide 36: Asphalt
ASPHALT
Slide 37: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 38: Minutes of the Audit Committee
MINUTES OF THE AUDIT COMMITTEE
Slide 39: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 40: Frédéric Souliard, Statutory Auditor, Deloitte & Associés
FRÉDÉRIC SOULIARD Statutory Auditor, Deloitte & Associés
Slide 41: Statutory Audit Engagement
STATUTORY AUDIT ENGAGEMENT OUR MAIN ASSIGNMENTS WERE AS FOLLOWS: Audit of the 2024 financial statements of Vivendi SE Page 345 of the 2024 Universal Registration Document: In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position o
Slide 42: Statutory Audit Engagement
STATUTORY AUDIT ENGAGEMENT Objective In accordance with professional standards, obtain reasonable assurance about whether the 2024 financial statements and consolidated financial statements of your Company were free from material misstatement. Information on management and governance bodies Summary
Slide 43: Report on the 2024 Financial Statements of Vivendi SE
REPORT ON THE 2024 FINANCIAL STATEMENTS OF VIVENDI SE Opinion on the financial statements Report on the financial statements on page 345 of the 2024 Universal Registration Document (1st resolution), Unqualified audit opinion on the financial statements. Justification of assessments - Key Audit Matte
Slide 44: Report on the 2024 Consolidated Financial Statements of Vivendi SE
REPORT ON THE 2024 CONSOLIDATED FINANCIAL STATEMENTS OF VIVENDISE Opinion on the financial statements Report on the consolidated financial statements on page 251 of the 2024 Universal Registration Document (2nd resolution), Unqualified audit opinion on the consolidated financial statements. Justific
Slide 45: Report on the 2024 Consolidated Financial Statements of Vivendi SE
REPORT ON THE 2024 CONSOLIDATED FINANCIAL STATEMENTS OF VIVENDISE Other specific verifications We have no matters to report on the information relating to the Group given in the management report and that required by other laws and regulations.
Slide 46: Special Report on Related Party Agreements
SPECIAL REPORT ON RELATED PARTY AGREEMENTS Special report on related party agreements Special report on related party agreements on page 380 of the Universal Registration Document (3rd resolution), We have no comments to make on the resolution submitted to your vote. New 2024 agreements We hereby in
Slide 47: Special Report on Related Party Agreements
SPECIAL REPORT ON RELATED PARTY AGREEMENTS Agreements approved in previous years with continuing effect in 2024 The following agreement authorized by the Supervisory Board on July 28, 2021 and approved by the Shareholders’ Meeting of April 25, 2022 had continuing effect in 2024: • Execution by your
Slide 48: Special Report on Related Party Agreements
SPECIAL REPORT ON RELATED PARTY AGREEMENTS Agreements approved in previous years with no continuing effect during the year The following agreement authorized by the Supervisory Board on May 3, 2021 and approved by the Shareholders’ Meeting of June 22, 2021 had no continuing effect during the year: •
Slide 49: Reports Issued Under Extraordinary Resolutions
REPORTS ISSUED UNDER EXTRAORDINARY RESOLUTIONS Other reports issued under extraordinary resolutions No comments to make on the issued reports relating to proposed authorizations and delegations of power or authority in order to: • cancel purchased treasury shares for up to 10% of your Company's shar
Slide 50: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 51: Philippe Bénacin, Vice Chairman of the Supervisory Board
PHILIPPE BÉNACIN Vice Chairman of the Supervisory Board Chairman of the Corporate Governance, Nominations and Remuneration Committee
Slide 52: 2024 Compensation of Corporate Officers
2024 COMPENSATION OF CORPORATE OFFICERS (5th to 12th resolution) o Global vote for all Vivendi’s corporate officers (5th resolution) o Compensation of the Chairman of the Supervisory (6th resolution) o Compensation of the Chairman of the Management Board (7th resolution) o Compensation of the member
Slide 53: Compensation Policy for 2025
COMPENSATION POLICY FOR 2025 (13th to 15th resolution) o No increase in the fixed compensation for the Chairman and the Members of the Management Board, nor any exceptional compensation for 2025 CHAIRMAN AND MEMBERS OF THE SUPERVISORY BOARD o Differentiation of performance evaluation criteria for (1
Slide 54: Evolution of Governance
EVOLUTION OF GOVERNANCE (16th to 18th resolution) SUPERVISORY BOARD o Renewal of the term of office of Sandrine Le Bihan (16th resolution) o Ratification of the co-optation of Laure Delahousse (17th resolution) o Ratification of the co-optation of Philippe Labro (18th resolution) Independence ratio
Slide 55: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 56: Céline Merle-Béral, Chief of HR Strategy and Corporate Culture
CÉLINE MERLE-BÉRAL Chief of HR Strategy and Corporate Culture
Slide 57: Present in 20 Countries
PRESENT IN 20 COUNTRIES
Slide 58: Our CSR Program
OUR CSR PROGRAM Helping Building Inspiring a more combat change responsible climate through world change culture together
Slide 59: Helping Combat Climate Change
HELPING COMBAT CLIMATE CHANGE -34% Scopes 1 & 2 carbon emissions 63% Renewable electricity 2024 Results vs. 2023 (pro forma)
Slide 60: Inspiring Change Through Culture
INSPIRING CHANGE THROUGH CULTURE +16,000 People benefited from our philanthropic initiatives 15 countries Théâtre de l’Odéon (01/12/24)
Slide 61: Building a More Responsible World Together
BUILDING A MORE RESPONSIBLE WORLD TOGETHER + 3% Positive gender pay gap (in favor of women) 95 Gender Equality Index (Vivendi SE) 2024 Results (pro forma)
Slide 62: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 63: Frédéric Crépin, Group General Counsel
FRÉDÉRIC CRÉPIN Group General Counsel
Slide 64: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 65: Q&A
O&A vivendi
Slide 66: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025
Slide 67: Resolutions Submitted and Summary of Votes Cast Remotely and via the Internet
RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING AND SUMMARY OF VOTES CAST REMOTELY AND VIA THE INTERNET
Slide 68: Resolutions: First Resolution
RESOLUTIONS FIRST RESOLUTION Approval of the parent company financial (Ordinary Meeting) statements for fiscal year 2024 Combined General Shareholders’ Meeting - April 28, 2025
Slide 69: Resolutions: Second Resolution
RESOLUTIONS SECOND RESOLUTION Approval of the consolidated financial (Ordinary Meeting) statements for fiscal year 2024 Combined General Shareholders’ Meeting - April 28, 2025
Slide 70: Resolutions: Third Resolution
RESOLUTIONS THIRD RESOLUTION Approval of the Statutory Auditors’ (Ordinary Meeting) special report on regulated agreements Combined General Shareholders’ Meeting - April 28, 2025
Slide 71: Resolutions: Fourth Resolution
RESOLUTIONS FOURTH RESOLUTION Allocation of the 2024 fiscal year result, (Ordinary Meeting) setting of the dividend and its payment date Combined General Shareholders’ Meeting - April 28, 2025
Slide 72: Resolutions: Fifth Resolution
RESOLUTIONS FIFTH RESOLUTION Approval of the information referred to in (Ordinary Meeting) Article L. 22-10-9 I. of the French Code de commerce as set out in the corporate governance report Combined General Shareholders’ Meeting - April 28, 2025
Slide 73: Resolutions: Sixth Resolution
RESOLUTIONS SIXTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Yannick Bolloré, Chairman of the Supervisory Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 74: Resolutions: Seventh Resolution
RESOLUTIONS SEVENTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Arnaud de Puyfontaine, Chairman of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 75: Resolutions: Eighth Resolution
RESOLUTIONS EIGHTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Frédéric Crépin, member of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 76: Resolutions: Ninth Resolution
RESOLUTIONS NINTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to François Laroze, member of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 77: Resolutions: Tenth Resolution
RESOLUTIONS TENTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Claire Léost, member of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 78: Resolutions: Eleventh Resolution
RESOLUTIONS ELEVENTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Céline Merle-Béral, member of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 79: Resolutions: Twelfth Resolution
RESOLUTIONS TWELFTH RESOLUTION Approval of the components of compensation (Ordinary Meeting) and benefits of any kind paid during or allocated for 2024 to Maxime Saada, member of the Management Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 80: Resolutions: Thirteenth Resolution
RESOLUTIONS THIRTEENTH RESOLUTION Approval of the compensation policy for the (Ordinary Meeting) Chairman and members of the Supervisory Board for 2025 Combined General Shareholders’ Meeting - April 28, 2025
Slide 81: Resolutions: Fourteenth Resolution
RESOLUTIONS FOURTEENTH RESOLUTION Approval of the compensation policy for the (Ordinary Meeting) Chairman of the Management Board for 2025 Combined General Shareholders’ Meeting - April 28, 2025
Slide 82: Resolutions: Fifteenth Resolution
RESOLUTIONS FIFTEENTH RESOLUTION Approval of the compensation policy for (Ordinary Meeting) members of the Management Board for 2025 Combined General Shareholders’ Meeting - April 28, 2025
Slide 83: Resolutions: Sixteenth Resolution
RESOLUTIONS SIXTEENTH RESOLUTION Renewal of the term of office of Sandrine (Ordinary Meeting) Le Bihan as a member of the Supervisory Board representing employee shareholders Combined General Shareholders’ Meeting - April 28, 2025
Slide 84: Resolutions: Seventeenth Resolution
RESOLUTIONS SEVENTEENTH RESOLUTION Ratification of the co-optation of Laure (Ordinary Meeting) Delahousse as a member of the Supervisory Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 85: Resolutions: Eighteenth Resolution
RESOLUTIONS EIGHTEENTH RESOLUTION Ratification of the co-optation of Philippe (Ordinary Meeting) Labro as a member of the Supervisory Board Combined General Shareholders’ Meeting - April 28, 2025
Slide 86: Resolutions: Nineteenth Resolution
RESOLUTIONS NINETEENTH RESOLUTION Authorization granted to the Management (Ordinary Meeting) Board for the purchase by the Company of its own shares within the limit of 10% of the Company’s share capital Combined General Shareholders’ Meeting - April 28, 2025
Slide 87: Resolutions: Twentieth Resolution
RESOLUTIONS TWENTIETH RESOLUTION Authorization granted to the Management (Extraordinary Meeting) Board to reduce the Company’s share capital by canceling shares within the limit of 10% of the share capital Combined General Shareholders’ Meeting - April 28, 2025
Slide 88: Resolutions: Twenty-First Resolution
RESOLUTIONS TWENTY-FIRST RESOLUTION Delegation of authority to the Management (Extraordinary Meeting) Board to increase the Company’s share capital through the issuance of ordinary shares or any securities granting rights to the Company's share capital, with preferential subscription rights for shar
Slide 89: Resolutions: Twenty-Second Resolution
RESOLUTIONS TWENTY-SECOND RESOLUTION Delegation of authority to the Management (Extraordinary Meeting) Board to increase the Company’s share capital through the incorporation of premiums (primes), reserves (réserves), profits (bénéfices), or other amounts, up to a maximum nominal amount of €55 milli
Slide 90: Resolutions: Twenty-Third Resolution
RESOLUTIONS TWENTY-THIRD RESOLUTION Delegation of authority to the Management (Extraordinary Meeting) Board to increase the Company's share capital, without preferential subscription rights for shareholders, within the limits of 10% of the share capital and the ceiling established by the twenty-firs
Slide 91: Resolutions: Twenty-Fourth Resolution
RESOLUTIONS TWENTY-FOURTH RESOLUTION Authorization granted to the Management (Extraordinary Meeting) Board to proceed with the allocation of existing shares or shares to be issued to employees and corporate officers of the Company and affiliates, with cancellation of shareholders’ preferential subsc
Slide 92: Resolutions: Twenty-Fifth Resolution
RESOLUTIONS TWENTY-FIFTH RESOLUTION Delegation of authority to the Management (Extraordinary Meeting) Board to decide to increase the Company’s share capital in favor of employees and retirees who are members the Vivendi Group Employee Stock Purchase Plan, with cancellation of shareholders’ preferen
Slide 93: Resolutions: Twenty-Sixth Resolution
RESOLUTIONS TWENTY-SIXTH RESOLUTION Delegation of authority to the Management (Extraordinary Meeting) Board to decide to increase the share capital in favor of employees of Vivendi’s foreign subsidiaries who are members of Vivendi’s International Group Employee Stock Purchase Plan or for the purpose
Slide 94: Resolutions: Twenty-Seventh Resolution
RESOLUTIONS TWENTY-SEVENTH RESOLUTION Powers to carry out formalities (Extraordinary Meeting) Combined General Shareholders’ Meeting - April 28, 2025
Slide 95: Combined General Shareholders' Meeting
COMBINED GENERAL SHAREHOLDERS’ MEETING April 28, 2025