Worldline Sa Ord

Thank you, thanks a lot, and good evening everyone, and thank you for joining us for this call. I'm here with Srikanth Seshadri, our group CFO, and I'm happy to share with you our results for the full year, and especially the dynamics of Q4, as well as our perspectives for 2026. We distributed a deck on top of the press release and since we had a lot to share with you but a limited amount of time, you will find a lot in appendix of the deck and this is on purpose. So it's been just one year for me as a CEO of the company. When I joined Warline, I came with a strong conviction that this company had the position and the assets to be the main European operator of critical infrastructure in Europe. And I must say that after one year, I'm even more convinced. Obviously, we made a lot of headwinds during this first year, but I am proud to say that we are today where I wanted us to be, with a stabilized company, significant progress in our business turnaround, and a transformation in full motion. With the fifth disposal announced this morning with Worldline India, we entered 2026 operationally much stronger than a year ago and focused on our mission, payments and only payments, and this in Europe. So, as I said, it has been, for me, a year of stabilization and turnaround. Yes, I'm trying to follow where we are. Okay, so looking at the numbers first, I'm happy to share and to state that we did what we said we would do. In terms of revenue, we closed the year at 4.5 billion euros pre-IFRS 5, and we'll come back to that. which is minus 2.4% organically, in line with our low single-digit decline guidance, and Q4 was at minus 1.5% organic. In terms of adjusted EBITDA, we close at €841 million, representing an 18.7% margin on external revenue. In the range, 830, 855 that we committed to. In terms of free cash flow, we closed the year at minus 9 million of Euro, including minus 49 million of free cash flow for the H2 at the top of the range that we gave a few months ago. But beyond financial delivery, on which Fricante will give a lot of details, we have built foundations for 26 during this period. Our renewed executive team is in full motion and I must say that I'm extremely proud of the team that has joined me. Our transaction platforms delivered record volumes with our access acceptance solution serving more than 10 billion transactions last year. Our online acceptance target solution, GoPay, delivering 3.4 billion transactions last year. The customer satisfaction held steady with an average NPS at 40, despite our challenging times and thanks to the dedications of the teams. In terms of commercial turnaround, the churn improved in all SMB geographies and several regions, Nordics, Germany, Switzerland, return to growth, joining Eastern and Central Europe, Italy, and Greece. Enterprise is still declining, but so is strong momentum in the kiosk and self-service vertical, driven notably by the trends that we've seen on EV charging. And we are very satisfied of the specific position that we have on this vertical. of self-service. Financial services, we had one target that was to increase the pipeline and to regenerate the order intake, which we did. We have, at the end of this year, a pipeline that is double of the level it had at the end of H1. Finally, in terms of transformation, we laid the foundation for the new world line. First, we reshape the scope of the company. We have a much simpler scope. I will come back to that. We have a simplified operating model since a few months now. And we have fully operationalized and put in execution the overall plan. Before moving to this transformation, let me insist and highlight some two wins which are quite illustrative of what we've been doing over the last month. The first one is Kempinski. So Kempinski, as you know, is a large hotel chain in the luxury segment, and we won back Kempinski from the competition. Leveraging on our solution, integrated omni-channel, DCC, so dynamic currency conversion in-house, Advanced reconciliation, which is so important in this vertical. And finally, multi-local support, which is also a differentiating element for this type of decentralized company. PSA is another example of the rebound of Warline. So we renewed their long-term partnership with Warline on behalf of the whole Austrian banks community. PSA committed to migrate to our target issuing platform on which already transact more than half of our volumes in issuing. They committed also to operate on our sovereign private cloud solution and to expand our services to additional features that we offer them, the strong customer authentication, TACS, but also we hope that we will operate for the Austrian banks. As we said in the introduction, the pruning program that we decided when I joined is nearing its end. When I joined the company, we said, okay, let's select the assets that we want to keep as part of our strategy to where we can have a differentiating right to win. And this program is now close to completion. North America, CETRAL, PaymentIQ are expected to close in Q1 2026. METS is on track for Q2 2026. We announced this morning the signing of our merchant services business in India, and we are actively working on the finalization of the discussions on the remaining assets which are not part of our focus. All those transactions will help us to focus on what we want to achieve, the core European footprint. We will be less distracted by non-core or non-strategic assets. We will get the net proceeds, which are expected between 550 and 600 million of euro. We dramatically simplify the group with a reduction of 30% moving from 19,000 FTEs to 13,000. And obviously, with this new scope, more compact, more robust, we can build now our transformation and our European payment leadership. Nonstar, as I said, is fully operationalized, but more than that, we already delivered in 2025 some key results. and some key outcomes for the coming years. As a reminder, we have four levels, simplify, convert, integrate, grow, that will generate altogether 210 million of euros of recurring EBITDA by 2030. In 2025, we closed and liquidated seven legal entities. We delayed the organization. simplifying with the elimination of the merchant services layer. And finally, we deployed the enterprise performance system that will help us in 2026, 2027 to automate our finance function. On the Converge stream, and I will come back to that, we decommissioned four platforms and we made significant progress in the migration of our Ugon legacy portfolio in SMB to GoPay, our target platforms, and also to get the commitment of major enterprise customers, which were on the French platform SIPs, onto GoPay, SNCF, the French SNCF being one of the examples. In Integrate, we have now put in pilot our AML automation tool which is so important to industrialize our KYC processes and the risk merchant operations. And we made significant progress in the ramp up of our global competence center or offshore in India, Romania, and Poland. And more importantly, we started to generate the gains coming from adoption of GenAI in our Indian developers community. As regards the growth level, we made significant progress in what we called value-based pricing with a positive input of 15 million only in Q4 2025. We launched some very attractive products in terms of additional value for the company, Merchant Loan and Wiro. And finally, we made available in the recent weeks are agentic commerce capabilities that will help us to capture this emerging channel for the merchants. So as you can see, North Star is no longer a plan. It is clearly in execution mode. Now we are heading to the capital increase that we consider as a strategic accelerator As you know, our 500 million euro capital increase that will take place if the market conditions are met in the coming weeks will reinforce the balance sheet, which is important for our financial institution customers, but also the large enterprise. But more importantly, the fact that we will have three major financial institutions like BNPP, Credit Agricole, BPI France as anchor shareholders serves our strategy to of positioning OneLine as the main operator of major payment infrastructure in Europe. Having said that, I leave the floor to Srikanth who will comment on 2025 results and 2026 outlook.

Thank you, Pierre-Antoine. A warm welcome to you all. I'm pleased to tell you for 2025 we committed, we executed, we delivered as promised. We have fully met our 2025 guidance on a comparable basis. Revenue, we achieved a point landing at 4.5 billion euro, representing a low single-digit organic decline of 2.4%. Adjusted EBITDA, we landed at 841 million euro, placing us in the mid-range of 830 to 855 million euro guidance that we provided. Free cash flow, we landed at minus 9 million positioning us at the upper end of the guidance and above market consensus. While our reporting net income was impacted by significant non-cash items on goodwill and other impairment, our operational performance was deliberate. Moving on to the next slide. A technical point before we proceed. As Pierre-Antoine mentioned, we are in the year of perimeter change due to the pruning program. We are governed by IFRS 5, which is the International Financial Reporting Standard governing discontinued operation and assets held for sale. So it has two components. It has discontinued operations, which in our case is the mobility and e-transaction services as it's a separate division, a cash generating unit. So we restate the P&L, the cash flow, and the balance sheet. For the rest of the committed divestments signed or not, they are treated as assets held for sale We carve out only the balance sheet for assets and liabilities in this case. So as you see, we had two sections, no, back in the same slide, please, the previous one. So you see that we mentioned during the CMD that we had signed mobility transaction services, the Worldline North America, as well as Citrel. Since the CMD, we have now divested PaymentIQ and This Morning India. And as Perran once said, we have a few more assets to be signed. And all of this is held as assets held for sale. So if you go to the next one now, please. So you've got here the 2025 guidance, the first two slides that we have already discussed. And on the right-hand side, you see the published scope, which is IFRS 5 Restated. which simply means for the P&L it's without METS, so 4.03 billion euros of sales revenues, 737 million euro of adjusted EBITDA and free cash flow at minus 26 million, and the net debt at 2.2 rather than the 2.1, showing that the cash and the divested entities are outside the perimeter of continuing operations. So if you go to the next slide, please. So here we look at, for the published scope, i.e. without METS, was merchant services and financial services. So for the full year, we see that merchant services declined 1.4%, and financial services declined 7.7%. We said during the CMD that we've been impacted by an unfavorable mix effect on merchant services, and you see that where in the table below on adjusted EBITDA, merchant services ending up with a margin of 19.3% and financial services where we continue to have an overhang of client terminations from the past with a margin at 21.7% down five and a half year on year. And if we move to the next slide, please. We see that the Q4 revenues year-on-year declined 2.2% vis-a-vis the full year basis at 2.7. Again, for the second quarter in a row after Q3, showing that our revenues are stabilizing year-on-year, and we continue that momentum into 2026. And if you move to the next slide now, going into a bit of detail on income statement, at the bottom, part, you see the normalized net income at 175 million euro, which means normalized diluted EPS at 0.63 cents per share. Going back to the top of the slide, we see that there is a 100 million euro cost increase year on year. This has got two parts to it. The inflation at 80 million year on year has been fully offset by our structural cost savings. The second aspect of the 100 million is again broken into two parts, 50% due to higher scheme fees, due to the cross-border nature of our airlines business and other businesses, and another 50 million euro due to one-off transition costs. We've cleaned up the balance sheet, some product and compliance costs that we have incurred during 25, and we continue to invest costs on compliance in 2026. The second aspect below, just a bit down, you see the impact of Power24. We have halved the level of integration and rationalization costs as compared to 24 to 25, and we'll continue to reduce that into 2026. The big one there is the goodwill impairment. You know that we impaired at H1 4.1 billion euro of goodwill. We've added another 600 million euro of impairment due to the portfolio pruning. and reassessment of the pruned scope. And in terms of the bottom part, you see €290 million, which is being impaired for our interest in Ingenico, where we had a remaining preferred shares interest, which has now been completely impaired due to the new business plan that we received from them. And if you now move to the free cash flow on the next slide, You see at the bottom, year on year, we have reduced our level of free cash flow by 150 million euro. This is driven by the adjusted EBITDA reduction by 230 million euro year on year. On the other hand, we have stabilized working capital. We have halved the level of inventory. You will see that in the next slide. We've been able to afford a higher level of interest cost within this perimeter, and the level of Power24 cost cash out has, of course, reduced year on year, and will continue And next year will be the end of spend on Power24. And then we start with a non-stop plan. And if you were to move to the next slide on the net debt evolution, please. We see that the year-on-year evolution is 200 million. One part is due to the acquisition of our credit portfolio in Italy, where we've got new merchants for us to grow our business in Italy. And the second one is you see the impact of the discontinued business where we have a $186 million of cash on the assets held for sale that is not anymore reflected as part of our continuing operations. So if we go to the next slide in terms of the balance sheet, again, when we look at 2024, this is not restated for IFRS. That's the old scope. And December 25, this is restated with the assets held for sale. So you see the size of the goodwill has dramatically reduced from 9 billion to 3.8 billion, so a 5.2 billion reduction. 4.6 billion is what has been impaired, and 600 million additionally has been reclassified into the assets held for sale. We've talked already about the Ingenico preferred shares. The third one is the level of terminals inventory that you see we have halved from 70 million to 33 million. Cash and cash equivalent, we did say that we would be at 1.1 billion euro by the end of the year, and we did. So we have 900 million in continuing operations and another 200 million-ish on the divested scope that we will see further when we discuss the liquidity slide. Moving on to the planned capital increase, heading to the capital increase of 500 million, enhancing our strategic flexibility for the new world line, we are on course. Very simply put, we are on track. We have the commitment for the first half, as we already mentioned, during the Extraordinary General Meeting and during the Capital Markets Day. And since then, in January 8th, we had an overwhelming support from our shareholders to pass the resolutions. And now, after our publication of our annual results today, we head in March to execute the transaction. It's a dual construct, as you know. We have the reserve capital increase first, which will execute early March, and the rights issue is planned for mid-March, subject to market conditions. Moving on. On the cash pooling, that was another thing that we did address at Q3 specifically. There were some concerns on the level of the cash overdraft that we had on the pooling of 1.6 billion euro. We did tell you that we will look at some measures including loans, intercompany loans and deposits. We've executed that. So we've done 1.1 billion Euro of intercompany loans and deposits. So the size of this overdraft is now down from 1.6 to 500 million Euro. So we've shown that this cash is physically repatriable from subsidiaries to parent. And now going into 2026, we will review hybrid cash pooling options. Continuing the notional cash pool, we did say that it's been in practice for the last 10 years without a glitch. It continues to be a smooth functioning notional cash pool that we have with the subsidiary of ING. Second one is the intra-group loans and deposits that we have reinstituted in 2025. And we'll continue to work on our dividend cash upstreaming in 2026, as well as potential physical sweeps wherever it makes sense. Now, moving on to the last slide before we go into the outlook is to look at our liquidity. That picture should be exactly the same in terms of what we presented on the liquidity. We said we landed 1.1 billion of cash on hand. We did. There's a potential equity of 500 million and the undrawn RCF at 1.125 billion in order to face the upcoming maturities. Of course, we have retired the CP of 2025 now, and the next one to retire will be the convertible or 414 million euro in 2026. Below on the M&A cash in and cash out, we have, as Pierre-Antoine mentioned in his speech, 540 to 590 million euro for the five deals we have signed so far, and additional cash to be received for future assets that we have earmarked for sale but not yet signed. And then in terms of the cash out, We talked about specifically two puts that we mentioned during the CMD, one which is in terms of Greece and another one for Italy. We are in advanced negotiations with both our partners, they are both progressing well, and we'll be looking at extending this put to give us even more leverage in terms of liquidity headroom. So the proceeds coming from those M&A divestments will be invested in the worldline transformation, the balance sheet strengthening, and deleveraging. If we now move on to the outlook, please.

The next slide, yeah.

So again, here we mention the two scopes that we've already talked about. So during the CMD, we said we have signed those three deals, MEDS, North America, and Citrel. We also gave you the orders of magnitude that the rate would have an impact of 500 million euro. Adjusted EBITDA at 110 million euro and free cash flow at 55. So that hasn't changed. Now on the right hand side, you see the additional divestments after the CMD. In terms of revenue, that means another 400 million euro. Adjusted EBITDA at 900 and the free cash flow is neutral. So some are cash generating, some are a cash drain and that's the right time for us to now exit some of those portfolios. So in the main, we talk about 900 million euro of revenue. 200 million of adjusted EBITDA, and 55 million euro of cash, which is what goes away from the perimeter that we had for 2025, before, in 2025, essentially. So if you go to the next slide, please. So this slide shows, on the right-hand side, what we guided at CMD. With the three divestments that we had on hand, we said that we'll be at a low single digit, 720 million of adjusted EBITDA, 85 million of free cash, and less than two X of reported leverage. We indicated those will be at the lower end of what was then the 2025 scope. Now if you look at now the left hand side, 2025 what we call as post pruned scope. So we go to 3.57 billion euro sales, 631 million euro of adjusted EBITDA, 72 million euro of free cash and a reported leverage at 2.5 and you'll recall that we said we would end up at 2.6 on a Previous scope so we are still consistent on leverage and when you look at the 2026 fully pruned It's exactly in line with what we said at the CMD still with the low single digit organic growth We are at the 2025. In fact, we are even showing a range that's higher and Free cash flow between minus 80 and minus 70 million euro, knowing that our H2 2025 had a cash out of 49 million euro, and the reported leverage targeted at less than two. So this brings us now into the 2030, if we were to project it to the same scope to 2030, you see that during CMD we set 4% CAGR between 2007 to 2030. 1 billion euro of adjusted EBITDA by 2030 with a 300 to 350 million euro of cash conversion, which is 30 to 35 on adjusted EBITDA. Now the fully pruned, we are growing at 4% plus CAGR, and then with the 900 million plus in terms of adjusted EBITDA with the same free cash flow, so we increased the cash generation, cash conversion on a smaller scope, driving better operational cash conversion. So with that, I conclude my part of the presentation, hand you back to Pierre-Antoine for the next section and to conclude.

Thank you, Srikanth, and thank you for bringing so much clarity in such a complex situation from an accounting standpoint. But I think it was necessary to go through that. So as you've seen, 25 has been a year of execution, discipline, and tangible proof point for turnaround and transformation. And 26 will be a question of execution, discipline, and tangible proof point. Obviously, what is the most important for all of you is the progress that we are making in North Star. So as I said in introduction, we've gone through a very detailed and analytic process with the enlarged teams on the priority of the actions, the initiatives that they wanted to develop to execute and to deliver those four streams that we have identified at the CMD. It's been extremely rich and we are now in the phase of giving the priority in 2026 for the actions that will generate short-term the highest ROI enabling us to evolve significantly our cost structure in 2027. I just put here some highlights just to give you a sense of what we are looking after. So obviously in Simplified there will be many initiatives including the continuation of the reduction of legal entities, but what will matter the most for 2027 is what we will do in terms of functions automation and the tools that we are expanding to enable typically finance function automation, which is needed in the size of the parameter. In terms of convergence, and I will give more detail, the two markers that we foresee for is the migration of the Italian acquiring portfolio to our target acquiring platform, which is well on track and that we plan to have finalized by the end of 26, beginning of 2027, and to sunset the Ogon legacy platform by having migrated all the portfolio of Ogon to our GoPay target platform. In terms of revenue management, in terms of growth, the priority is given on revenue management. And you've seen already what we delivered in Q4 2025. So it is all about making sure that we invoice what we are supposed to invoice. It's all about selling to the merchants additional services like DCC. And it is also a lot about product innovation especially the deployment of our OneCommerce integrated product, geography by geography. Finally, in terms of Integrate, it is a lot about digitization of our processes, starting with the merchant customer journey, with the launchpad that we already presented at the CMD, and that will be deployed in the first geography at the beginning of the second half of this year. Maybe to put a focus on Converge, because this is, as you remember, the level on which we account for half of the savings coming from North Star. So as you can see, and you will find again what I described about the migration of portfolios from Ogun to Gopay, the termination, the sunset of Ogon. But we will also have the migration of the SMB portfolio from the French Ecom platform inherited from our line CIPS onto GOPAY and that will be also done at the end of 2026. And we will be progressing in the migration of the enterprise portfolio of CIPS onto GOPAY that will be finalized hopefully at the end of 2027. In 25, we will also finalize the convergence of all the platforms that are supposed to migrate to Global Collect. So this is Wopa, our Argentinian platform. We still have one customer that will migrate in these coming weeks, so hopefully at the end of Q1. We will also sunset, and that's the third platform, Ccredit, which is a platform dedicated to hospitality that we have decided to decommission. Finally, on acquiring, we have this migration of the Italian portfolio. This is obviously one of the most accretive migration that we have in hand because it is a significant portfolio. And it is internalization of flows from a third-party platform. So it's pure savings for the company without any restructuring to fund those savings. And in parallel to that, we have a massive project of migrating the legacy Swiss front office on which we have many merchants running. So the front office is the authorization part of the acquiring, and that we are migrating onto the target acquiring front office that we call one line pay front office, which is also used for the issuing business. So all this makes a program on Converge which is well secured, which is well prioritized, and that will deliver significant value as early as 2027 for the company. Beyond that, as we committed already, we are conscious that we need to provide visibility and transparency on the milestones that we will reach in 2026 so that you don't wait for the improvement of the financials to recommend investments into online. So we will drive around three axes, one which is operational performance. And so we will share information about the evolution of the SME portfolio churn and also the other entries on financial institutions and enterprise and global commerce because this is where we know that we need to put the focus in order to deliver accelerated growth as of 27. The second axis will be around Nostar and obviously we will give you updates on the decommissioning of the platforms in 2026 and the savings that it will generate. We will give you updates on the migration of the various SME portfolios onto GoPay. And we will give you updates, because it is easy, on the entities that we will have closed in 2026 as part of our simplification program. Finally, we will give insights on our innovation capacity, as it is so important for the investors, but also for clients, for employees, to show that we are investing and that we are able to innovate even during transformation time a lot is at stake in 2026 some are not here on this slide typically the deployment of wiro in belgium luxembourg and france but we have the rollout of launchpad that i already mentioned to digitize the journey of the small merchants as you've seen we are quite advanced in agent commerce and we expect to be able to give you, to provide you information on the pilots that we will start with some brands to position ourselves as the frontrunners in agentic payments, in agentic commerce in Europe, which is a bit specific as compared to the US. And finally, we will share insight on the deployment of GenAI and the acceleration of GenAI at OneLine We have a lot in the making, a lot in deployment. We are accelerating now. You may have seen that we hired a head of data and GenAI who is starting the 1st of March and who will help us to scale all the initiatives that we are taking. And so we will give you insights on what we've been doing on GenAI when we present the H1 result at the end of July. So to come to the conclusion of this presentation, I think when you consider Worldline today, you should consider Worldline as a stabilized company, repositioned as the key European operator of payment critical infrastructure. You should consider Worldline as in track on its commercial turnaround and transformation journey. And you should consider Worldline as a company with a robust balance sheet reinforced by the capital increase that will reduce the leverage of the company. Thanks a lot for having listened to this long presentation and happy to take your questions. No.

Thank you. We will now begin the question and answer session. If you wish to ask a question, please press star 1 1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1 1 again.

We will take our first question.

Your first question comes from the line of Justin Forsyth from UBS. Please go ahead. Your line is open.

Hey, good evening. Pierre Antoine. Thank you so much for having me here. I wanted to ask a little bit about the revenue progression, and there's a couple of points there. There was an acceleration for sure, but I think a little light of expectations. You noted that there was still churn causing the Benelux book to be below positive or negative growth alongside those some positives with the Nordics Germany and Switzerland returning to growth and if I then take that point like okay let's unpack the puts and takes between maybe what didn't go as planned that puts you to the bottom end of the range for 4Q and then separately it looks like NNR growth of 3.6% accelerated slightly, but still a delta there. And maybe just a little bit of context around the NNR side as well on top of that. Maybe you could talk a little bit about the businesses which were pruned as well. So the business you sold today in India, maybe you could just give us a little bit on the growth profile there. So we're on average, these businesses growing faster than the rest of Worldline at the time that they were sold. And specifically on India, just curious, It seems like you're maintaining an ongoing presence there. Was there a reason why you didn't want to just, you know, you quite strongly reiterated your presence in Nidniga. Was there any reason why you didn't just pull out of that business entirely to focus on your core region within Europe? Thank you very much.

So a lot of questions. I will try to memorize them. So on your first question, We are exactly where we wanted to be, especially on the SMB front. And what's striking in the last quarter is that, and it's also the case in the beginning of this year, is that month after month, we improved the churn in all the geographies. So it is true, as you said, that Benelux is still lagging behind. We are in a bit specific ecosystem in Belgium with this local payment scheme, local protocol, and we've been a bit late as compared to the other geographies because we have to integrate this very specific setup in the various integrators and distributors. So I'm quite positive that things will also turn around in the Benelux in the coming months, but it takes more time than the other geographies. On your second question, which is the NNR versus the external revenue, so as you certainly remember, most of the gap between external revenue and NNR is coming from the scheme. So here, the discrepancy that we see is linked to the various dynamics between our segments. Obviously, when we are more growing in cross-border e-commerce like travel, airlines, when we are more growing in geographies where international schemes are stronger, then we have more scheme fees. that we are struggling from time to time to replicate, I mean to transfer to the merchants. And that does explain why you never have a good, I would say, synchronization between external revenue and NNR. I think what matters for us is step by step with the automation of our finance tool to be able to communicate also our trajectory in NNR. as the industry does it. Today we are able to give you what it is at the end of the period, but not to give you the outlook. On the third question, which is about India, so you're right, we have two prisons in India. We had this merchant business, and we have our GCCs, which are the offshore, to make it simple, development teams that we use for Western Europe. The Indian business, the Indian market has changed quite a lot over the last month. More regulations, especially on some verticals on which we were exposed, especially around digital goods and gambling, and also shift from card to local wallet. And as a consequence, the growth profile of our Indian business has massively deteriorated over the last month. It was so specific with so little synergy with Europe that we decided that it was better to exit. So this is what we did. And obviously, we keep our presence in terms of offshoring capability in India because this is feeding our competitiveness in Europe. I hope I answered all your questions.

Yeah, yeah. No, that's great. I'm thinking because there was another event, it might be a little bit light on questions. So I'll just ask a clarifier on the first one, which is just of those components within merchant services, maybe you could just comment on what helps deliver the low single digit, the expectation for 2025, or sorry, 2026. So is it, you know, Benelux? returning to growth is part of that? Is it enterprise returning to growth is part of that? Maybe you could just walk through the components of merchant services growth that deliver us to the guidance.

Yeah, yeah. Sorry. So I did put focus on SMB, which is 50% of our total revenue, as you know, because Belgium is most massively a question of SMB. But you're right. On enterprise, so which is regional commerce, So here we will be a bit impacted by churn of merchants that have decided in 24 and still in 25 when the company was in trouble to move to some other providers. That's one important. and also when we migrate enterprise merchants to our new e-commerce solution, some are choosing to migrate to GoPay, which has been the case of SNCF, but also BetClick or Cdiscount, but some decide to migrate to some other providers, and so we did factorize some churn linked to this migration, and by the way, at the same time on SMB and on enterprise. Regarding global commerce, so here we are in a different situation. There has been also some churn in the recent years. We've been also more selective in what we want to do, especially in the travel and airline segment, where we have the risk, the portfolio, and we clearly need to reboost our sales in the digital goods, where we have been a bit lagging behind in terms of sales performance. So those are the components that explain this low single-digit growth that we forecast for 2026.

Amazing. Thank you very much. Appreciate it.

Thank you. We will take our next question. Your next question comes from the line of Hannes Leitner from Jefferies. Please go ahead. Your line is open.

Yes, thanks. But also a couple of questions. Maybe just like it seems like a small range, but when I'm looking at your Q4 still being down 2% on organic basis, maybe you can talk a little bit about the low end of the guidance range and then the high end. And then maybe just squaring that how you see OPEX evolving. It looks like you look for low single digit OPEX growth and low single digit top line growth. So more or less in line with that. But then you talked about headcount reduction and divestments. And then the second question is just like the base of your guidance you gave very welcome a pro forma including the pre-cmd announced and then the post-cmd announced divestment should we take those because clearly some of them they still contribute for 2026 should we take the pro forma excluding any of the currently announced targets as the base for the guidance or is it the mix because of the closing depending on the closing thank you

So I think Srikant will take the two questions.

Yeah, thank you. I'll start with the second one then. We debated that point a lot, obviously because of some of the closings happening during the year. We felt that providing the clarity to all of you as to what will be the future perimeter in no unclear terms was very important. And then during the year, Hannes, we will, of course, provide what is the incremental contribution coming from the two which are not yet, which have been signed recently and not yet closed. And then for the other assets which still need to be signed, we'll be providing a clear distinguished perimeter. But of course, that's going to be Accurative to what baseline we are providing today for sure Then most of those will be closed by h1. So it's It's going to be accurate to the basis. We are providing today But you can see that it's 900 million of sales 200 million of adjusted EBITDA and 55 million euro of cash and if it's end of a quarter you can you can probably linearize them and to have a view as to what will be the potential upside to those numbers.

If I may, 400 million of revenue because 500 of METS is already out.

Correct. That's right. So, excluding METS, we are talking about 400 million. On the guidance, revenue and cost. So, on the OPEX, As you said, we actually said two things during the CMD and it still stays. We said we'll have an adverse business mix in terms of revenues and margins. And secondly, we also said we're going to invest in remediation measures in 2026. So while you saw that there was some one-off costs in 2025, as I was alluding to the 50 million euro, we will end up spending something like 30, 40 million euros on remediation costs in 2026 to address the backlog of ongoing due diligence. And the rest will still have an adverse mixed effect in 2026, at least for the airlines business, as we mentioned. The FS overhang will continue as well. So we don't expect the OPEX to be too different from what we had in 2025. Hence, both the low single-digit revenue increase as well as a similar level of adjusted EBITDA.

And maybe on your first question, which is the Q4, if you go to the slide 33, you will see that in terms of transactions, in terms of merchant volumes in Euro, we grew in Q4 by 3%. and we even have some insight on the beginning of this year. So it's more on the hardware side of things that we did less in Q4 than Q4 the previous year. So that's the explanation of the gap probably between last year and this year.

Just a small comment on this. I mean, MSV, you rebased basically for the Jiro card, acquiring volumes. Is that right? So that would be one element to see.

You mean is the Jiro card changing? No, because I think it's pro forma. So I think the whole year is including the Jiro card. Okay, thank you.

Thank you. We will take our next question. And the question comes from Frederick Boulan from Bank of America. Please go ahead. Your line is open.

Hey, thank you. Good evening, Pierre-Antoine and Shrikant. Two questions, please, and maybe follow-up. So, firstly, if I can come back on your 26 EBITDA guidance, If I'm not mistaken, on slide 25, we've got some flat 20 million EBITDA growth on a fully rebased pro forma perimeter. If we look at 25, we saw about 5% of performance margin compression, and the mix was a factor. If you can come back a little bit on the assumptions you've taken here, the impact of that adverse mix, maybe from a country perspective on the business, there's kind of different dynamics between assets that are growing faster with lower margins, et cetera. So, yeah, it's really good to understand why we're going to see a much more stable performance from a margin standpoint. this year. Second, on the comment you made around customer churn on the back of prior contracts termination you had in 24, 25 that are yet to materialize and some churn driven by platform migration. Can you explain a little bit, you know, how things going right now in terms of discussion with customers? I mean, you mentioned, you know, good NPS, et cetera. I mean, How do you measure the kind of commercial traction you're having right now versus competition? Is it stabilized? Do you still have some of those tough discussions and losses? And it's interesting to hear a bit more about that kind of churn driven by platform migration. I mean, is it significant? Is it more detailed? So we'll get to more detail on that.

Thank you. Sure. In fact, we are consistent with what we said at the CMD. All what we see today is consistent, sometimes a bit better, but it's overall consistent with what we said. And if you recall the CMD, what we said that in 26, we would foresee still some pressure on the contribution margin. And then the rest of the plan, we are a bit conservative since we consider stabilization of the contribution margin, which is the highest level of the margin during the rest of the plan on the backs of the evolution of the mix and the pricing initiative. So why is that? So the first reason obviously is that the dip that we've been experiencing in financial services, termination of contract impacting us in 25 and still 26 if you remember correctly and lack of new orders obviously is there and that has a negative impact on the margins because The contract that we have lost were very highly margin because they were quite old contracts. And when we start to refill the backlog of financial institutions, then it's mostly set up and the setups are a bit lower margin than the run. So what we anticipate for financial services is that the restoration of margin will take some time. And we were more speaking about 27. uh 28 than 26. on the merchant side of things um what we what we what we said that so we were a bit cautious on enterprise and global commerce so most of the swing will come from smb and on smb you're right it depends on the jerseys so in the restarts i would say of smb We started with Sweden, which is a market which is significantly exposed to ISVs. So the margins are lower and especially lower than the markets where we have very strong position like Switzerland, Belgium, Germany. So that's one point. And so in the countries where we've been attacked and then when we are now growing again, like Switzerland, obviously there is some pressure on the margins that does explain this evolution. So the good news, because there are good news here, is that we have very good results of our GROW initiative in terms of evolving the pricing and the products that we sell. You know that we are investing also a lot on value-added services. So DCC is one of them. Merchant Cash Advance is another one. Merchant Cash Advance is now deployed in six geographies. So obviously there is a ramp-up to make sure that we take the good risk which are not on our balance sheet, but on the balance sheet of our partners, that we have the proper digital experience. But step by step, those initiatives will help to preserve, if not increase, the margins that we are making on SMB. On the question on commercial traction and churn, So again, it depends a bit on the segments. If I think about enterprise and financial services, we have clearly an improved commercial traction as compared to the situation we were in in the first half of this year. First, because on the merchant services side, we have now the terminals which are available with a good performance. So, I mean, we are not winning every time. Obviously, there is very fierce competition, but we managed to turn around now the situation on FS and on MS enterprise. Finally, regarding the churn of your question. So, where the churn is the most, I mean, is the most, I would say, predictable or the most significant. It's not on the acquiring the convergence on acquiring because we are not really touching the merchant. We are more bringing additional functionalities to the merchants and we migrate the portfolio when we have all the features which are requested. So it's more on the acceptance and more on the acceptance on e-commerce because obviously acceptance e-commerce is an area where the merchants are well integrated into their software systems. And so it's easy for them to benchmark what they can have. And so this is where we are the most exposed, especially on SMB, to churn. So we did factorize that, obviously, in the 2026 figures.

OK. Thank you. If I can ask two quick follow-ups. Firstly, on the guidance. your CMD guidance pro forma was slightly lower just to be in 26 and 25. Now it's for kind of flat to up. Is it because you are disposing of weaker businesses or there is an improvement underlying? And then second question or second follow-up, when you look at the leverage, your target of less than two times for the end of this year, beyond the free cash flow, the cap increase, the disposal, and the puts you mentioned. Any other items that you should bear in mind in terms of bridge to 226 debt?

Well, I think the second one, I think you hit all the points that impact the leverage, no?

So I think that's it. So we are consistent again with the less than two when we simulate the M&A cash proceeds the level of EBITDA, the puts, and so on. So that's really where it is. And the first question was?

The first question was about the EBITDA as compared to the initial guidance.

Yeah, so we did say during the CMD that for 26 we'll be at the lower end. If you recall, we did say at that time, because we had the 830 to 855, and on the CMD scope was 720 to 745 and we said we would be at the lower end of the 2025 and therefore that's why the 720 because we had the unfavorable business mix as well as the investment in the remediation and the Northside Transformation Program does not bring results until 2027. So those were the three key drivers and we are still in the same area. Then in terms of the upside of adjusted EBITDA between 630 to 650, so that's a range. We did not have that range during CMD. We just said lower end. We feel that we've got some pockets to improve on our execution, so that's why we've given a range. But we are still consistent with the lower end of 2025 as our bottom end.

Perfect. Thank you very much.

You're welcome.

Thank you. We will take our next question. And the question comes from Emmanuel Matel from OdaBHS. Please go ahead. Your line is open.

Hello, Pierre-Antoine. Hello, Srikant. Three questions for me, please. First, can we expect revenue to stabilize in the first quarter or we have to remain patient? Second, Why have you decided to do further impairments on goodwill in H2 in merchant services? And third, why is your 2030 guidance and change for free cash flows at 300, 350 million euros despite changes in scope that result in lower EBITDA? Thank you very much.

So maybe I can take the third one because it's easier. It's easier. No, I think the more we get mature on our trajectory, the more we see potential to improve EBITDA to cash conversion. I think that's the most important point, and we consider that the assets that we are disposing aware, in fact, cash derivative in their trajectory as compared to the trajectory of the core European business. That's the first question. On the implement, I can't answer, but I will let Shrikant answer. On the first question, you are a bit, but I recognize you. I think what we do C as outlook is that we should be stabilized in H1, globally speaking, and we'll see what Q1 gives. So on the additional impairments, Srikant.

Yeah.

Hello, Emmanuel. So on the impairment, we had to go through, I mean, again, to be extremely clear, When we did the H1 impairment of the four billion and then we did the CMD presentation and the new business plan, there was no need to do any impairment. Then when we talked about the revised scope, the way we did that was, again, coming back to the point that Piyant was saying, when we look at the pruned scope and its growth prospects vis-a-vis the sale value we were getting, we had impairment on the prune scope. So this is, when we say MS, this is not on the continuing business. It was really on the future outlook and the current sales value about this. It was not growing as fast, this prune scope. So we had to impair this part alone. So all of the impairment that you see for H2 is everything related to the pruning scope and not to the underlying business.

I don't know if that answered your question, Emmanuel.

Unfortunately, it looks like Emmanuel Hao has disconnected from the call.

OK. I guess his question was answered then.

We will proceed with the next question. Your next question comes from the line of Craig McDowell from JP Morgan. Please go ahead. Your line is open.

Hi, good evening, gents. Thanks for taking my question. First of all, I'm just wondering if you could give us a bit of a sense of the bridge from EBITDA to free cash flow. It certainly seems a bit better than consensus expecting and maybe better than the CMD suggested. So the cash bridge would be helpful. And then just to follow up on pricing, just whether you could talk about your ability to reprice for those higher international scheme fees you talked about, is that being reflected in new contracts that you're signing? And then thirdly, if you could give any update on some of the regulatory investigations in Belgium and Sweden, that would be helpful. Thank you.

You want me to take the cash cost and you take the other two?

Thank you.

Perfect. So, hello, Craig. On the cash cost, if you recall, we did say that more or less The cash cost was built into five blocks. That's what we said during the CMD. CapEx, we had the rationalization and integration costs. We did talk about taxes, interest, and the leases. I would say most of them are unchanged, so we do have higher interest costs in 2016 compared to 2025, especially with some of the bond refinancing we did in the summer of 2025. Then we have indeed, we did say during the CMT we have a higher level of tax costs. We now expect this to be flatter. And then in terms of capex as well, we expect to remain flat. on the post-pruned scope. And then the rationalization integration costs, which is where we said that we'll move from a kind of 240 million euro of spend in 2025 to a spend between 170 to 180 in 2026. And that's where I would say the reduction in the cash cost comes from with the offset in interest costs. So those are the two key factors that are at play. And we expect that to continue on through 26. And then 27, we expect the nationalization integration cost to go down even further.

Thank you. So on your question regarding new management or repricing. Basically, you have three types of actions to make it super simple. We realized that considering where we were standing in terms of process and tools, we were not always invoicing all what we were supposed to invoice. So it was just correction of the way we do invoice that had to be implemented. This one is easy if I may say so. The second topic obviously is to push as much as we can the scheme fees to the merchants and the more we are able to invoice on what we call interchange plus the better it is because then we are not exposed ourselves to the evolution of the scheme fees, so this is something that we do depending on the platforms, and clearly we are pushing our systems to be able to do that on all our platforms. And the third topic is to sell additional products to the merchants and to increase the RPU. On the last question, which is regulator investigations, so As you know, we've been doing all the audits to be sure about where we were standing in terms of portfolio, in terms of quality of the portfolio. We'll disclose that in October. This is something which is behind us. There has been some audits from the regulators in the various geographies. We don't have all the conclusions. Obviously, there are things to improve, especially what we call ongoing due diligence remediation that we are not industrialized enough at Worldline, and that's one of the key topics on which we are working. And among the expenses that we have in 2026, there is a significant part which is linked to the consumption of the backlog of ongoing due diligence. So this is where we stand. We have a very strong engagement with all the regulators in all our geographies, and we manage all of that as professionally as we can.

Thank you both very much.

This concludes today's question and answer session. I'll now hand the call back for closing remarks.

Thanks a lot, and thanks all for staying so late on this call. So as you see, we've made significant progress over the last quarter. We are fully stabilized. We are fully repositioned as a key payment infrastructure play. We are absolutely on track and where we are where we want to be in terms of commercial turnaround. So there is still to do. That's the good news. But in terms of commercial turnaround, we are making the progress that we want to make. And that's together so for transformation. And obviously the capital increase that is ahead of us is an important milestone to be fully focused on the business drive and the achievement of the North Star objective. Thanks again and looking forward to have a new catch up in the coming quarter. Have a good day. Thank you everyone. And good night.