CNH Industrial N.V. (CNH) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of the Board, I would like to welcome you to the CNH Industrial N.V. Extraordinary General Meeting of Shareholders. As Mr. Léo W. Houle, the Senior Non-Executive Director, is unable to attend the meeting because of a scheduling conflict, the Board has appointed me to chair the meeting in accordance with Article 19, Paragraph 1 of the Articles of Association. Mr. Scott Wine, Chief Executive Officer of the company, is attending this meeting through a simultaneous remote connection. Mr. Dirk-Jan Smit of Freshfields, civil law notary of the company, is remotely present. He is appointed as Secretary of this meeting, and he will prepare notarial minutes of this meeting. Mr. Michael Going, the Company Secretary, is also assisting this meeting via remote connection. The meeting will be held in English. The convening notice of the meeting was published on the company's website on November 11, 2021. And this meeting was convened in accordance with the legal and statutory requirements. The use of audio/video recording devices by shareholders is not allowed. The organization of this EGM complies with the Dutch Emergency Legislation allowing virtual meetings. As explained in the notice, to protect the health and safety of all participants, shareholders are not allowed to attend this meeting in person. Instead, to mitigate restrictions connected to the COVID-19 outbreak, the company has given the opportunity to follow this EGM via a webcast currently being broadcast live on CNH Industrial's website. Therefore, on behalf of the Board of Directors and of the company, I thank all of those who are connected via webcast. To facilitate as much interaction as possible at this meeting, while observing the applicable restrictions, our shareholders have been given the opportunity to submit written questions regarding the agenda items within the deadline of December 20, 2021 at 3:00 p.m. CET. The relating submissions instructions have been included in the convening notice and published on CNH Industrial's website. The company has received no questions. The voting results will be displayed at the end of each voting item and will be published on the company's website after this meeting in compliance with the applicable laws and regulations. We now come to the formal business of the meeting, where we discuss and vote on the resolutions set out on the agenda for the meeting. As you are aware, no votes can be cast during this meeting. Shareholders have been given the opportunity to exercise their voting rights prior to the meeting via proxy or web procedure. The information relating to the attendance list and the information regarding the number of votes that were cast at this meeting are as follows: As of the record date, i.e., the 28th day prior the date of this Extraordinary General Meeting, the company had a total number of 1,760,874,472 issued shares and total number of 1,725,559,632 voting rights. No votes were cast for any of the company's shares held by the company. 84.21% of all outstanding shares in the issued company of the capital of the company as at the record date were represented for this meeting. The total number of voting rights at this meeting amounts to 1,453,102,528. I remind you that the votes abstained are not calculated as part of the votes cast. Only votes submitted before 11 p.m. CET on Thursday, December 16, 2021, have been considered when calculating the voting results. I now turn to Item 2 of the meeting agenda. Item 2 is a discussion item only, and it concerns the explanation of the demerger as part of the separation and listing of the IVECO Group. The company is in the process of separating its On-Highway business. That is the Commercial and Specialty Vehicles business, the Powertrain business and the related Financial Services business and Off-Highway business. That is the Agriculture and Construction businesses as well as the related Financial Services business. Subject to your approval at this general meeting, this separation will be affected by way of a statutory demerger under Dutch law as referred to in Section 2.334A Paragraph 3 of the Dutch Civil Code, pursuant to which the assets, liabilities and other legal relationships relating to the IVECO Group business will be transferred to and assumed by IVECO Group N.V. under universal title of succession in accordance with the demerger proposal between the company and the IVECO Group N.V dated November 11, 2021. As part of the demerger and by operation of law, each holder of common shares in the share capital of the company will receive 1 common share in the IVECO Group, N.V. for every 5 common shares held on the record date, while keeping the same amount of common shares in the company. Each shareholder who, in addition to holding common shares in the company, is registered in the loyalty register of the company will be registered in the loyalty register of the IVECO Group N.V. for the corresponding number of common shares it receives in IVECO Group N.V. If such shareholder also holds special voting shares in the company, it will, by operation of law, receive a number of special voting shares in IVECO Group N.V. equal to the number of common shares for which such shareholder will be registered in the loyalty register of the IVECO Group N.V. If such shareholder is registered in the loyalty register of the company electing to receive special voting shares upon completion of the required holding period, it will also be registered in the loyalty register of IVECO Group N.V. electing to receive special voting shares in IVECO Group N.V. Upon completion of the required holding period and this holding period will be shortened by the period of time, during which such shareholder had already been registered in the loyalty register of the company. The demerger will have effect at 0 hours CET January 1, 2022. Application has already been made for the first admission to listing and trading of the common shares in the share capital of IVECO Group N.V. on Euronext Milan, with trading to commence on January 3, 2022. In connection with the demerger and admission of the common shares on Euronext Milan, IVECO Group N.V. prepared a prospectus and then a supplement to such prospectus, which were approved by the Netherlands Authority for the financial markets on November 11, 2021 and December 22, 2021, respectively. The 2 documents are published on the IVECO Group N.V. website www.ivecogroup.com. Further information regarding the demerger can be found in the demerger proposal and the explanatory notes to the demerger proposal available on the company's website, www.cnhindustrial.com, section Investorrelations/Shareholder Meetings and at the company's principal office. If shareholders wish to further inform themselves on the demerger and its implications, they are recommended to read the prospectus and its supplement. Item 3 concerns the proposal to resolve upon the demerger, and this is the first voting item. It is proposed that the EGM resolves upon the demerger in accordance with the demerger proposal between the company and IVECO Group N.V. dated November 11, 2021. The voting results of the relevant agenda Item 3 will now be displayed. I establish that the proposal of Item 3 has been approved and the demerger proposal has been adopted by the meeting. I now turn to Item 4 on the agenda. In connection with the demerger, 2 current Non-Executive Directors, Tufan Erginbilgic and Lorenzo Simonelli, will join the Board of IVECO Group N.V. at the demerger effective date and resign from their current dictatorship -- directorship at CNH Industrial N.V. effective today. It is considered appropriate to appoint 2 new Non-Executive Directors. In line with the company's policies, aiming at having a Board composed of individuals representing an appropriate mix of skills, professional backgrounds and diversity factors, the Board on the basis of the proposal made by the ESG Committee, recommends the appointment of Åsa Tamsons and Catia Bastioli as Non-Executive Directors. Both of them are eligible and have stated their willingness to accept their appointment. Pursuant to Article 13, Paragraph 3 of the Articles of Association of the company, their term of office will expire on the date of the Annual General Meeting of Shareholders that will be held in 2022. The directors' remuneration will comply with the company's remuneration policy. The Board believes that Ms. Catia Bastioli and Ms. Åsa Tamsons have all the requirements to be qualified as Independent Directors and that their contribution will strengthen the expertise and capabilities of the Board of Directors of the company. The relevant curriculum vitae of each nominee are available on the company's website and at the offices of the company. On behalf of the entire Board, I thank Mr. Erginbilgic and Mr. Simonelli for their substantial contribution and valuable service to the company and all its stakeholders. I now ask to display the voting results for each of the resolutions under this agenda Item 4. Agenda Subitem 4A relates to the appointment of Åsa Tamsons as Non-Executive Director. I establish that the proposal has been approved, and Åsa Tamsons has been appointed as a non-Executive Director. Agenda Subitem 4B relates to the appointment of Catia Bastioli as a Non-Executive Director. I establish that the proposal has been approved, and Catia Bastioli has been appointed as Non-Executive Director. Thank you for your confidence in these candidates, and I respectively congratulate them on their appointments. I will now move on to the next and final voting item on the meeting agenda. According to Item 5 on the agenda, the Extraordinary General Meeting is requested to release Tufan Erginbilgic and Lorenzo Simonelli, both Non-Executive Directors, from liability for their supervision insofar as such supervision is apparent from the financial statements or otherwise disclosed to the shareholders. I now ask that voting results be displayed for this item 5 been. The proposal has been approved. I would like to thank you all for casting your votes. Ladies and gentlemen, as there are no further items to discuss or resolve on, this concludes the formal business of the meeting. I declare the meeting closed. On behalf of the Board, I would like to thank you for following this meeting.