Annual General Meeting Transcript - MTLS 2026-06-16

Fried Vancraen, Chairman

Welcome, everybody, to the annual general meeting of Materialise. I want to mention that the safe harbor statements apply to this meeting. And then I would like to introduce you to the agenda. We will start with the full year 2025 and Q1 2026, business highlights by Brigitte de Vette, our CEO. We will then go to the financial numbers covering the full year of 2025 and the statutory accounts of 2025, closing with the 2026 consolidated financial guidance by Koen Berges. and at the end Emma Heymans will take us our legal counsel will take us to the voting procedure to end with Q&A. So with this I want to pass the word to Brigitte.

Brigitte de Vet-Veithen, CEO

Thank you Fried and welcome everybody to the General Assembly. Over the last 36 years we've been on a journey to bringing 3d printing to more customers more solutions and more valuable applications we call that the four decades of 3d printing the first decade was all about finding out how the technology works and making it work bringing parts out of the machine the second decade then was all about making it meaningful finding applications where the value-add of those solutions is significant. Now the third decade was to not only realize the value of those applications internally within Materialize, but making customers understand that it's a valuable technology in the applications that we provide to them. We are now, as we speak, in the fourth decade of 3D printing, which is all about scaling and bringing these solutions to more patients, more customers around the world. Our medical division is one of the best examples where we can see the journey that we've been through, starting 35, 36 years ago. In medical, we make patient-specific implants, or we enable customers to make patient-specific implants. On this slide, you see a hip implant, which when applied to patients that have come to a re-intervention a couple of times, avoids that these patients come back again or even stay in a wheelchair for the next couple of years. We provide patient-specific implants to a number of patients, and in 2025 specifically, we've grown that number of patients that we serve directly to more than 70,000 patients, clearly showing the impact that we have. Now, that also translates into our numbers. Going back in history, you can see the numbers here on the slide. In revenue, we've shown a consistent growth, double-digit growth on the revenue line. Just as much as over the last 10 years, we've shown a healthy EBITDA from those activities, giving us proof points that the value of the solutions is absolutely seen by our customers. In 2025, specifically, we've made significant progress on that journey. We are conquering new markets, whether that's the cardiovascular market with our AI-enabled planning solutions or the respiratory market where we closed a new partnership in EMEA to bring the solution to the market. We also made significant progress in our existing markets with the releases of new products that we've talked about throughout the year but last but not least we also need to remember that we have a very powerful software platform to enable others to make these patient-specific implants and bring those solutions to customers and again there we've extended our platform our mimics platform to bring to cater to more case-based pricing models to cater to the needs of those customers but also bring significant AI enabled segmentation capabilities in this solution. That scaling journey is what we also want to see and are driving in our manufacturing segment. We've been stepping back over the last year or two to reflect on what are the segments and the applications in which we can scale. We have clearly focused our attention on the segments where we see that our value add is significant the iris space segment is one of the best examples we can show in 2025 throughout the different quarters we've grown more than 20 percent and customers start to really appreciate the capabilities we maybe have that we have such as boeing joining us in a consortium to prove metal 3d printing capabilities in flying parts and structural parts We've also made the decision in 2025 to step into the defense industry. Kind of a really nice highlight from 2025 on that side is that we were invited to produce parts for the Euro drone. And we're supporting the Belgian armed forces with our capabilities to secure digital manufacturing in crisis times. We've radically taken decisions to where we want to focus. beginning of this year we have therefore divested some of the business lines that we were active in rapid fit and eyewear in particular we do believe in the potential of these solutions but we also believe that rapid fit and eyewear can continue their journey in a better and easier way outside of the materialized family we scale internally in our medical and manufacturing units and our customers are seeing the same or going through the same journey. Our customers that we enable with our software capabilities scale in those segments that we address with the solutions that we bring. That is what CoEM in our software unit is all about. It's an end-to-end platform that caters to the needs of customers that do want to scale and that need pre-print functionality which is the core of what we traditionally did and added functionality that these customers need to run their end-to-end operations in an efficient way while keeping the quality standards in 2025 specifically we brought new capabilities onto the software ecosystem first of all partnerships we partnered with more customers more companies to expand the solutions we can bring. But second, we also launched a couple of new capabilities. We want to cite one example, CoAM Bricks, that we launched at Formnext 2025, and which was quoted by one of the 3D printing journals as the favorite thing that was to be seen at Formnext. CoAM specifically gives customers an easy, intuitive way to automate their workflows. Automation is key for scaling, as we all know. Stepping back on the year 2025, a couple of other highlights. We listed materialized at the Euronext in Brussels in the month of November, a decision that we took in addition to our NASDAQ listing to expand our investor base, reflecting our commitment to both the U.S. and European investors, but also to enhance our operational flexibility and as you all know we announced as part of that operational flexibility is share buyback program up to 30 million euro which we have now to date completed to be at the level of 4.5 million euro beginning of this year we have published our CSRD sustainability report and also on that side we can see significant progress as just one example we have half our emissions from on the co2 side from 122 tons of co2 per million euro to 62 tons of co2 per million euro our solar panels here at HQ could significantly significantly contribute to that reduction providing now 40% of our sites electricity needs with that I want to hand the word to Kuhn to take us through our financial highlights.

Koen Berges, CFO

Thank you, Brigitte. And as 2025 marked a year of increased geopolitical and macroeconomics instability and uncertainty, our business model once more proved its resilience. Over 2025, we were able to slightly grow our revenue to 268 million euro, despite this uncertain market environment. At the same time, and helped by tight cost control, we managed to improve our operational profitability, expressed in our adjusted EBITDA, or EBIT, which amounted on an EBIT level to 11 million euro over 2025. At the same time, we also ended with a positive net result. At the same time, we also reinforced our balance sheet. We ended the year with a cash reserve of 134 million euro and a financial debt of 63 million euro, which together result in a net cash position of more than 70 million euro. That is cash that we can use for strategic investments and further M&A opportunities. Because if you look at our operational and free cash flow, you will see that we were both positive on both KPIs. Our free cash flow over 2025 amounted to 16 million euro. At the same time, we reinvested 16 million euro of CAPEX, slightly down from the year before, as we always indicated that our non-recurring CAPEX has significantly dropped as we finished some important investment programs in prior years. Now, if you put these numbers of 2025 into comparison with the trend over the last couple of years you will see that we continue to grow our top line with a high single digit growth number of about seven percent over the last five years at the same time our profitability remains stable with an adjusted EBITDA margin of around 12 percent over the period now behind these consolidated numbers there is of course our three business units and as Brigitte already mentioned they all have a different dynamic. Medical of course continues to grow at a solid double-digit CAGR of more than 15 percent with a very healthy profitability with an EBITDA margin more than 30 percent. On the right side you'll see our manufacturing business which is much more prone to the macroeconomic environment that we operate in and in the difficult market environments of 2025 that resulted in a reduced top line to 92 million euro which also is reflected in the profitability with a negative EBITDA. Now in the middle you'll see our software results and by analyzing these you need to take into account two elements and the top line is quite stable over the periods and even slightly declined in 2025 which is partly due to weaker forex results but But on the other hand, we are also still converting our business model into a recurring license model which weighs on our top line. And at the same time, we continued to invest heavily in our new software solutions such as QAM, as Brigitte mentioned, which weigh on our bottom line and our profitability. Nevertheless, we stayed quite stable there with an EBITDA margin of around 13%. Now if we then make the switch to the statutory account, so these are the financial results of our mother company, the Belgium-based entity Materialise NV, you see a similar trend. The turnover, which is a large chunk of the total consolidated revenue, slightly increased. But on the other hand, we kept costs very well under control. Our remuneration expenses increased, driven by automatic indexation in Belgium. But we offset that increase by reduced third-party spending on services and goods and on raw materials. And that resulted into a significantly improved operating profit which amounted to close to 8 million euro and eventually also results in net profits of around 11 million euro also the balance sheet of the mother company is quite healthy and we further reinforce that over 2025 with an increased cash position and also an improved equity position resulting from the profits generated in 2025 now making the step over to 2026 you might recall the guidance we have given in our quarterly earnings calls both in february and then a reconfirmation in our q1 earnings call and beginning of may where despite still some uncertainty that we see in 2026 we believe we will be able to further grow our revenue into a range of 273 to 283 million euro with also increased profitability where we've indicated the adjusted EBIT to land within the range between 10 to 12 million euro over 2026. And with that, I'd like to hand over the call to our colleague Emma for the more formal part.

Emma Heymans, Other

Thank you, Koen. So we will now head to the voting part of this AGM, in which we will discuss 11 resolutions, 11 agenda points. the first ones being the annual reports and the consolidated annual accounts then we will head over to the statutory annual accounts the appropriation of results the acknowledgement and approval of the remuneration reports the discharge of the directors the discharge of the statutory auditor the reappointment of the statutory auditor for the financial years 2026 27 and 28 and the remuneration the appointment of the directors the director remuneration and finally the powers of attorney we will now head to the voting so the first two resolutions were non-votable these include the receipt and discussion of the annual reports including the corporate governance statement and sustainability reporting of the board of directors on the statutory annual accounts of the company and the consolidated annual accounts of the materialized group for the financial year ended 31 december 2025 as well as the auditor reports on the company and consolidated financial statements the second resolution being the receipt of the consolidated annual accounts of the materialized group for the financial year and at 31 December 2025. We will now head to the third resolution. The general meeting approves the statutory annual accounts of materialized NVA for the financial year and at 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The fourth resolution is the general meeting resolves to carry forward the profit available for appropriation for the financial year 2025 for an amount of 11,232,380 euros combined with the profit carried forward from prior financial years for an amount of €3,653,734.77. The amount held above the required statutory reserves is withdrawn from the statutory reserves and likewise carried forward. These are the results. This resolution passed and we will now head to the next one. the fifth resolution the general meeting resolves to approve the remuneration reports as included in the annual reports of the board of directors for the financial year ended 31 december 2025. these are the results this resolution passed and we will now pass to the next one the sixth resolution the general meeting resolves to grant discharge to wilfried van kran and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant discharge to Peter Les and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant discharge to Hilde Ingelare and where applicable her permanent representative for the performance of her mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant discharge to Sander van Kraan and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant discharge to Josef van der Sloten and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The General Meeting resolves to grant discharge to A3CBV permanently represented by Johan de Lille and where applicable his permanent representative for the performance of his mandate during the financial year ended 31 december 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant discharge to Jürgen Ingels and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 december 2025. These are the results. this resolution passed and we will now head to the next one the general meeting resolves to grant discharge to marlene mannequins and where applicable her permanent representative for the performance of her mandate during the financial year and the 31 december 2025 these are the results this resolution passed and we will now head to the next one The General Meeting resolves to grant discharge to Godelieve Verplanke and where applicable her permanent representative for the performance of her mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The General Meeting resolves to grant discharge to Bart Leuten and where applicable his permanent representative for the performance of his mandate during the financial year ended 31 december 2025 these are the results this resolution passed and we will now head to the next one the general meeting resolves to grant discharge to volker hames and were applicable his permanent representative for the performance of his mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to grant this charge to the statutory auditor being KPMG Bedrijfsrevisoren BV, represented by Tim Vermeeren, for the performance of its mandate during the financial year ended 31 December 2025. These are the results. This resolution passed and we will now head to the next one. The General Meeting appoints KPMG Bedrijfsrevisoren BV for the audit of the statutory and consolidated annual accounts of the company and for as long as legally required to provide the assurance opinion relating to the sustainability reporting for the financial years ending 31 December 2026, 27 and 2028. The General Meeting also resolves that the annual remuneration of KPMG Bedrijfsrevisoren BV for its mandate will amount to an amount of 974.208 euros on an annual basis and subject to indexation. These are the results. This resolution passed and we will now head to the next one. On the proposal of the family shareholders and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, The General Meeting resolves to renew the mandate of Mr. Wilfried van Kren as Director for a period of one year, expiring after the General Meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. On the proposal of the family shareholders, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr. Peter Leyes as Director for a period of one year, expiring after the General Meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. On the proposal of the family shareholders, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mrs. Hilde Ingelaren as Director for a period of one year, expiring after the General Meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. On the proposal of the family shareholders, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr. Sandr van Kraen as Director for a period of one year, expiring after the General Meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. On the proposal of the family shareholders, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, The general meeting resolves to renew the mandate of A3CBV with Mr. Johan de Lille as permanent representative, as director for a period of one year, expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed and we will now head to the next one. On the proposal of the family shareholders, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr. Jurgen Ingels as Director for a period of one year, expiring after the General Meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. The general meeting resolves to appoint Mrs. Marleen Monnikens as independent director for a period of one year, expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed and we will now head to the next one. The general meeting resolves to appoint Mrs. Godelieve Verplanken as independent director for a period of one year, expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. The general meeting resolves to appoint Mr. Bart Lutten as independent director for a period of one year, expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. The general meeting resolves to appoint Mr. Volker Hammes as independent director for a period of one year, expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026. These are the results. This resolution passed, and we will now head to the next one. On the proposal of the Board of Directors, and in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to approve the following remuneration, with effect as from 1 January 2026. All directorships will be remunerated with a fixed fee of 2,900 euros per quarter. Directors who are members of the audit committee will receive an additional remuneration of 1,450 euros per attended meeting. The chairman of the audit committee shall receive an additional quarterly amount of 2,170 euros. Directors who are members of the remuneration and nomination will receive an additional remuneration of €1,450 per attended meeting. The chairman of the Remuneration and Nomination Committee will receive an additional quarterly amount of €720. These are the results. This resolution passed, and we will now head to the next one. Finally, the general meeting resolves to grant powers of attorney to Felix Teuss, Emma Heymans and Maja Frederiks, each with authority to act alone and with right of substitution and without prejudice to any other authorizations applicable for any filing and publication formalities required in connection with the foregoing resolutions. These are the results. This resolution passed and with this we have ended the voting. There were no questions sent in there are also no questions from the audience so I will now hand over to Frit.

Fried Vancraen, Chairman

Thank you all for attending this meeting we are very proud with the results achieved from all our employees all over 2025 in a difficult economic and political climate worldwide. We want to thank our leadership teams at all levels of the company to take our business decisions to practicalities and to achieve such good results in a consistent way. We want to mention that our website gives more details about all the numbers that have been presented today and is also a means to keep you updated about our quarterly progress at the investors.materialize.com website. We are looking forward to engage with you during one of the investor conferences or during our quarterly calls. Thank you very much and see you next year.