Compagnie Générale des Établissements Michelin Société en commandite par actions (ML) Earnings Call Transcript & Summary

June 23, 2020

Euronext Paris FR Consumer Discretionary Automobile Components shareholder_meeting 45 min

Earnings Call Speaker Segments

Florent Menegaux

executive
#1

Ladies and gentlemen, dear shareholders, we would have liked to have the pleasure of welcoming you again as we do every year. However, in the particular context of this COVID-19 outbreak and in accordance with the government's instructions, we've decided to hold this general meeting behind closed doors. Indeed, under the terms of order, 2020/3/21 of March, companies are exceptionally authorized to hold their shareholders' meetings without their shareholders being physically present. Shareholders have been encouraged to vote remotely, to give their proxy to the Chairman or to a proxy holder and to ask their questions prior to the shareholders' meeting. As a result, there will be no interactive question-and-answer session during the meeting. Nevertheless, we invite you to consult all the answers to the written questions on the website, www.michelin.com, under the General Assembly section. As recommended, the shareholders' meeting will be broadcast in full and live in French and English and will also be broadcast live on the company's website. I would like to warmly thank all the shareholders who voted remotely and who are connected this morning to follow this shareholders' meeting live with us. The members of the Supervisory Board and the Chairman of SAGES, the non-managing internal partner of the company, are also attending the meeting using these means. I therefore, declare open our shareholders' meeting, and, therefore, I will chair this shareholders' meeting in the presence of Yves Chapot, Managing Director and Chief Financial Officer of the group; and Benoit Balmary, the group's General Counsel. We're now going to move on to the appointment of the bureau. As Chairman of the meeting, I would like to appoint as the tellers to shareholders [ Mr. Olivier de Grange ], the Chairman of the Supervisory Board of the Michelin [indiscernible] Employee Savings Fund; and Mr. Dominique Senard, member of the shareholders' consultative meetings, both of whom are present in the room. And I would like to take advantage of Dominique Senard's presence to thank all the members of the shareholders' consultative meetings -- committee whose terms of office expires at the end of this annual shareholders' meeting. Thank you for their contribution to the various work and interest at Michelin in the recent years. The bureau thus constituted appoints Mr. Benoit Balmary as secretary. In the specific context of this shareholders' meeting, we wanted to make available to shareholders on our website as early as Friday, 19th, the usual presentations by the members of the Supervisory Board and statutory auditors, who are not present in the room today. These are the presentations, first of all, from the company's statutory auditors, the firms Deloitte & Associes and PricewaterhouseCoopers, represented respectively by Mrs. Pascale Chastaing-Doblin and Mr. Jean-Christophe Georghiou, these reports being presented by Mrs. Pascale Chastaing-Doblin. The second report from the Chairman of the Supervisory Board, Mr. Michel Rollier, on the Board's activity during the past fiscal year. Third report from the Chairman of the Remuneration and Appointments Committee, lead and members, Mrs. Barbara Dalibard, on information pertaining to the remuneration of corporate officers and changes in the composition of the Supervisory Board. And last but not least, the candidacy of a new member of the Supervisory Board, Mr. Patrick de La Chevardière. During this meeting, Mr. Yves Chapot, Manager and Chief Financial Officer of the group, will present to you in a few moments a summary of the financial results of the group's activities for fiscal year 2019. It will then be a pleasure for me to meet with you again to share Michelin's strategic orientations with you. And then Mr. Benoit Balmary will remind us of the purpose of the draft resolution submitted to your votes and will inform us of the results of the votes. But before that, let me give the floor to Mr. Benoit Balmary to remind us of the characteristics of this meeting.

Benoit Balmary

executive
#2

Thank you very much, Chairman. Ladies and gentlemen, shareholders, without coming back to the specific context, let me remind you that we are holding this meeting. This is an ordinary and extraordinary meeting. Now the summary presentation of the resolutions has already been published on the French official bulletin of mandatory legal announcement, and the full text of the resolution was also posted on our website on April 22. In compliance with our regulations, we received your paper votes until midnight, and electronic votes, until yesterday, 3:00 p.m. Let me remind you that in order to be able to hold our ordinary meeting, we needed to reach a quorum of 1/5 of shareholders with voting rights. And we've reached the quorum because out of a total number of voting shares of 178,424,406 number of participating shares, the 101,367,530, that's effectively exceeding the legally required quorum. With respect to the extraordinary shareholders' meeting, the required quorum is 1/4 of the shares with voting rights. This gives us 44,606,102 shares, which, once again, is largely exceeded since we now have a number of participating shares of 101,368,829. Under these conditions, our 2 regular and extraordinary meetings can deliberate on the matters on the agenda set out in the notice of meeting sent to you. I'm now going to give further the floor to Yves Chapot for presentation of the financial statement for fiscal year 2019.

Yves Chapot

executive
#3

Dear shareholders, thank you very much. We are going to, of course, as mentioned the serious crisis due to the COVID-19 situation. Let us not forget that the group was able to post an excellent performance in 2019. Nonetheless, the social, economic, geopolitical, climatic environment had already been deteriorated. And all these elements I mentioned here make our business model even more relevant, the business model that Mr. Menegaux presented during the previous meeting. In this context, Michelin has the technological know-how to provide solutions to the many challenges that the world is facing. We know that there's an urgent need to rise up to environmental challenges with a certain number of initiatives. Let me mention our first zero-emission plant at Les Gravanches, close to Clermont-Ferrand; also the construction of the first industrial demonstrator of butadiene with the bio-sourced ethanol in Bassens, close to Bordeaux; and last but not least, a joint venture that we've created with Faurecia in the field of hydrogen mobility for fuel cells for the mobility market here, a partnership with Symbio. I'd like to sum up the group's performance for 2019, focusing on 3 indicators. First of all, sales. For the first time, we've exceeded EUR 24 billion, up 7.8%. All this was made possible by the quality of our global offer, a diversified offer, which has enabled us to really capitalize on growth niches that, until now, were very difficult to access, but also the integration of our acquisitions in 2018, the net income, so -- at the beginning of 2019. The second indicator is the operating results for our different sectors, over EUR 3 billion in operating income, up EUR 179 million versus the previous year. This is the result of a proactive strategy to protect our brand's premium position, offsetting the decline in volumes and shrinking markets, but also a rigorous price-mix mainly driven by the premium passenger car tires and specialty businesses, saving the plant in line with our goals and also a very positive integration of these acquired companies, Fenner and Camso, acquired in 2018. The third indicator has to do with free cash flow. You can see here structural free cash flow of EUR 1.6 billion here, again, up versus the previous year. This contribution is also due to the generation of cash flow due to our activity, but also a disciplined management of our staff. But we're continuing to invest in our future, and the group invested EUR 1.8 billion in all of its different activities. These 3 elements have enabled the group to free up a net result of EUR 1.73 billion, so EUR 9.79 per share. Initially, we had envisaged that you recommend a dividend of EUR 3.85, but because of the COVID crisis, we would like you to vote for a dividend of EUR 2 per share, so a distribution rate of 19.5% of the net consolidated results, excluding nonrecurrent items. Before I actually mention the crisis that we are facing today, you can see that our company has very solid fundamentals. We are a global player with a unique expertise, we have a -- acknowledged technical leadership, and we have a powerful brand with a BPS, brand power score, of 22.1%. We also have committed teams. We can see that the commitment rate that we have been monitoring for several years now is up 1 point versus 2018, thus reaching 81%. Optimized resources and impacts, we're able to measure this, thanks to our innovation efforts. We needed to improve our performance while respecting the environment. And therefore, the average sustainable materials rate, the ASMR, now stands at 26%. And then a robust balance sheet and a financial structure with an operating margin ratio of 12.5%. Gearing ratio, so the net debt-to-equity ratio of 39%. If we're considering the current crisis, all the rating agencies have confirmed the quality creditor ratings in 2020 since the onset of the crisis. And of course, this is very good news for us. Based with this crisis, we decided to take some measures very quickly. Our number one concern was, of course, to protect our employees. And on all our sites, we decided to stop our activities when it was not possible to implement the necessary health and safety measures, and we've launched these activities with all the required health and safety measures usually approved by all the concerned authorities. Now we have a supply and demand, which is tracked weekly to keep our inventory under control. Capital expenditure cut by around EUR 500 million, and a proposed dividend reduced by EUR 330 million versus the initial plan. And then the share buyback program has been suspended, except for the firm commitments for 2020. And the last point I wanted to mention, we've taken some measures to cut costs, for example, the postponement of unnecessary cash outs. And except in regions where these commitments had already been made, we decided to freeze wage increases. The markets have suffered an erosion over the first 5 months. You can see that the end of May, for passenger cars, PCLT, minus 26%, with a historic decrease in April; a slight improvement, so to speak, in May. For trucks here, again, minus 21% for that market, with a significant decrease over April and May. From a geographical point of view, you can see that Europe and North America are suffering the backlash of all the measures taken, for example, the lockdown in most countries in March and April; whereas China, who had to manage this crisis at the beginning of the year, suffered a very strong decrease during the first half, with the markets now stabilizing versus 2019. If we look at specialties markets now, here, again, we have extremely diversified outlooks. We have some of the markets with a strong decrease, for example, commercial aviation, aircraft; and then more resilient markets, for example, agriculture replacement and mining. You can see a deterioration of the situation and the strengthening of this deterioration during the second quarter. At the end of April, we published our sales figure at the end of Q1, down 8.3% to EUR 5.3 billion. Now of course, this is due to volumes, minus 11.7% contraction in volumes, with an acceleration in March. This is mainly due to lockdown measures. You can see here, volumes, down 21%. This decrease in volumes is partially offset by a 2% gain linked to our robust price-mix led by the strength of the Michelin brand and a 1% impact -- a positive impact from changes in our scope with the consolidation of Masternaut and Multistrada and the disposal of BookaTable. The group has some very strong fundamentals. At the end of April, we had cash and cash equivalents amounting to EUR 2.3 billion and confirmed lines of credit amounting to EUR 1.5 billion undrawn to date. Since the beginning of March as the pandemic spread, the group, thanks to the quality of its rating, has used its commercial paper program to issue a net EUR 1 billion in securities with an average maturity of 7.5 months. Now we've also carried out some stress tests based on different assumptions, for example, volumes declining by between 20% and 35% over the full year. And these tests have shown that the group had sufficient cash and cash equivalents without drawing down its confirmed backup lines of credit. And the group has no bonds falling due before the first half of 2022. Now before concluding, I would like to thank Mrs. Pascale Chastaing-Doblin, who's been helping us as a partner of Deloitte & Associes and who's going to transfer her responsibility to [ Mr. Frederique Goy ] as of the current shareholders' meeting. Thank you very much for your attention.

Florent Menegaux

executive
#4

Thank you very much, Yves, for this very clear presentation. If I may, I would like to come back on certain of the elements -- certain of the measures that we've implemented since the beginning of this year, 2020. Ladies and gentlemen, dear shareholders, the last time that your group, Michelin, was not able to physically welcome its shareholders [indiscernible] for this great annual meeting of ours was because of World War II. Needless to say, this is an exceptional situation we are experiencing right now. This sanitary crisis comes after a year of great performance for Michelin, for the growth of our operations, and for our results and free cash flow generation. These good results illustrate the increased space at which we deployed our strategy as well as its relevance. But this came to a halt because of this intense and sudden health crisis, which caused more than 400,000 deaths and brought about the lockdown of half of the world population during several weeks. It also round about a general slowdown of the global economy, which caused economic crisis of great magnitude, the limits of which we are grappling with still. So -- and there is the threat of a looming social crisis. As a community of 120,000 men and women in more than 170 countries and as a company, Michelin is being put to a strenuous test. This crisis is indeed testing the strength of our connections and our models. It is against this backdrop that I am speaking before you today. We'll, first of all, present how Michelin is reacting to this crisis and the impact of said crisis on your group, and I will conclude with the lessons that we have learned from this crisis and with our vision for the future. From the first signs of the development of the COVID-19 pandemic in China, your group defined 2 top priorities: protecting the health and safety of our employees and doing everything possible to ensure the sustainability of our operations. These priorities remain unchanged. They have set the course for all Michelin employees worldwide. Thanks to their exceptional dedication, Michelin would like to commend here, the group has remained true to its commitments to its customers, communities and partners. But what exactly have we done at group level? We have organized numerous industrial sites in Europe, such as La Combaude in France, Olsztyn in Poland and Zalau in Romania, to produce surgical masks in large quantities. A similar approach has been developed for North America. Several Michelin sites around the world have also produced hand sanitizers. Thanks to our expertise in 3D metal and plastic printing, we designed and produced parts for ventilators, thousands of sterilizable polycarbonate face shields, and created completely new hospital block designs that enhance the efficiency of ventilation for COVID-19 patients in intensive care. In addition to these initiatives, hundreds of solidarity actions have been carried out by Michelin teams everywhere we operate. I'm thinking of tire donations and free maintenance of public service vehicles in Germany, Egypt, Mexico, Panama and China. I'm also thinking of the countless donations of masks with visors and protective equipment for health care personnel in France, Thailand and Brazil. In total, since the beginning of the pandemic, Michelin has donated more than 2 million masks and more than 12,000 liters of hand sanitizers. We have mounted for free more than 4,600 tires on ambulances, not to mention the tens of thousands of pieces of personal protective equipment distributed by our teams to the medical world and the many contributions in kind and financial support. I want to tell you how proud I am of this dedication on your part. In the face of adversity, it is Michelin's best that comes out. We have shown the same determination to protect the future of our company, to mitigate the financial impact of the economic slowdown. Your group, as Yves aptly said, your group took major measures in mid-March: weekly monitoring of the supply and demand balance to control our inventories, demanding pricing policy to preserve our margins and our brand were produced by EUR 500 million, our planned investments, while preserving the essential for the future. We've reduced by EUR 330 million the proposed dividends in 2020, freeze on share buybacks beyond the commitments already made for 2020, reduction of our structural costs. Yves Chapot and myself have chosen to reduce our compensation by almost 25% for April, May and June. We would also like to waive our 25% -- the 25% of our variable compensation for 2019 and paid out in 2020. The members of the Executive Committee have unanimously decided to reduce their remuneration by approximately 10% over the same period. The Chairman of the Michelin Group's Supervisory Board, Michel Rollier, and its independent members have chosen to donate 25% of the amount of their 2020 directors fees to foundations fighting against COVID-19. SAGES also waives its right to receive 25% of the directors fees it is entitled to receive for the 2019 financial year as partner -- as general partner of CGEM. A significant number of group employees have also chosen to reduce their compensation. We have frozen wage increases in 2020 in those countries where it was possible, and we will do so in 2021 in others with a view to protecting, as we always do, the lowest paid employees. Finally, we have conducted financial stress tests that envisage volume losses ranging from minus 20% to minus 35%. These tests confirm, as Yves said, that the group has sufficient liquidity, again, without drawing on its confirmed security lines of credit. Since the beginning of this crisis, your group has always been ahead of the curve, adapting its work organization, conducting its business, thanks to the global footprint of its operations. We've been present in China for more than 30 years, and Michelin found itself at the forefront of the crisis very early on. This experience has enabled us to draw key lessons to protect our employees and operations around the world. I would also like to reiterate another crucial point. Right from the start of the crisis, the group chose to maintain its commitments to all its partners, especially its customers and suppliers, by always taking care to protect the most vulnerable. I'm thinking, in particular, of rubber producers who are particularly vulnerable, faced with the fall in raw material prices. I would also like to mention our distributors and customers to whom we have supplied masks and safety equipment so that they can continue their operations under the best possible conditions. In the face of such a global crisis, being responsible also means showing solidarity. While the outlook is difficult to establish precisely and while the most difficult part is unfortunately still to come, we can already draw 3 valuable lessons from the last few months. First of all, in the face of this crisis, being a global and diversified group is a major asset. Our international footprint has enabled us to anticipate and mobilize massively to respond to calls for help from our communities around the world. With all due respect to anti-globalizers and the advocates of withdrawal and self-isolation, our strategic expansions and acquisitions contribute fully to the group's solidity. I'm thinking in particular of Fenner and its medical division. The Michelin of today and tomorrow is a powerful group with a wide range of expertise, products and solutions that enable us to serve millions of individual and business customers. We are a multidimensional group, and that is a strength. Lesson number two, this crisis must accelerate the transition to a greener and more virtuous economy. My conviction is that our strategic vision of an all-sustainable Michelin based on the best balance between the 3 dimensions, people, profit, planet, will emerge stronger from the crisis. We will respect our commitments, and we'll continue to make progress. At the end of May, the international science-based targets initiative consortium, validated Michelin's CO2 reduction targets. This validation came as a new step towards achieving the zero net emissions at all Michelin sites by 2050. I would like also to hail the European Green Deal in this related strategies, industrial strategy, circular economy action plan, digital strategy. Michelin fully shares this mission. It is a major step towards sustainable growth, enabling competitiveness and growth while ensuring the ecological transition because, let's be clear, those who think that we can use this crisis to turn back the clock or even to justify certain current aberrations, those have already lost. Third lesson, favoring the ecosystem approach, betting on collective intelligence. This must be our priority by looking at how this crisis has allowed companies to reconnect with citizens. And let us look at how this crisis has revealed the relevance of concerted action between political decision-makers and economic players. This dynamic must absolutely continue because it contributes to the common good. These lessons are not miracle solutions, but they're paths that offer realistic and positive prospects for taking up the real challenge that awaits us, that of an economic recovery that will leave no one by the wayside. As you have no doubt understood, despite the crisis, Michelin has not stopped consolidating its strategy and looking to the future. This work, which is vital to the long-term survival of your group, has never stopped and makes us stronger. I look forward to meeting you between now and the beginning of 2021 to present Michelin's 2030 road map. Thank you very much. I will now give the floor to Benoit Balmary for a reminder of the resolutions presented to your folks.

Benoit Balmary

executive
#5

Thank you, Mr. Chair. I will make a summary presentation of the resolution since their full text has already been published in the French official bulletin of mandatory legal announcements. The full text of the resolutions, together with a detailed report of the Managing Director and the Supervisory Board, was also posted on our website on April 22 and sent to each shareholder in the notice of meeting. This general meeting is a joint general meeting comprising resolutions of an ordinary nature and others of extraordinary nature. After the presentation of the resolutions, I will present the results of the votes, details of which will be available on our website today from 3:00 p.m. onwards. As regards to the ordinary resolutions, the first resolution concerns the approval of the annual financial statements for fiscal year 2019, which show net income of EUR 672,105,000 for the holding company CGEM. With the second resolution, we have submitted for shareholder approval the payment of a dividend of EUR 2 per share reduced due to the COVID-19 health crisis, as announced in the press release published on April 1, representing a payout ratio of 19.5% of consolidated net income, excluding nonrecurring items. The dividend will be paid out as of July 3, 2020. To avoid a dilutive effect on the share, no payment in shares is proposed. The third resolution concerns the approval of the Michelin Group's consolidated financial statements for 2019, which show a profit of EUR 1.73 billion. In addition, in the absence of any regulated agreements entered into during the financial year 2019, it is proposed, in a fourth resolution, to take note that there are no agreements to be approved. The results of the votes for the resolutions are the following. For the first resolution, for 99.98%, the resolution carries. Second resolution, for 99.63%, resolution is approved. Third resolution, for 99.98%, it is approved. And finally, fourth resolution, for 99.98%, it is approved. The fifth resolution relates to the renewal for a period of 18 months of the authorization granted to the company to trade in its own shares with a maximum purchase price of EUR 180 and for a maximum amount of less than 10% of the company's shared capital. A description of this new program is available in Chapter 6.5.7 of the 2019 universal registration document. The implementation during the 2019 financial year of the buyback authorizations in force enabled the cancellation and the corresponding reduction of the share capital of 1,345,821 shares. A detailed description of these buybacks is available in Chapter 656B of the universal registration document. The proposed authorization could not be used during a public offering period. Results of the votes for this resolution is the following. For 97.86%, resolution is approved. Since 2018, the Supervisory Board has prepared each year with the general partners for the part concerning the management, its report on corporate governance and presents to the annual general meeting, a compensation policy for executive officers, pursuant to the shareholders' rights directive on May 17, 2017, the PACT Act of May 22, 2019, the order of November 2019, implementing these 2 laws of the decree of November 27, 2019. Supporting the aforementioned directive, the general partners and the Supervisory Board of the company submit to the ordinary general meeting for approval the remuneration policy for the Executive Chairman, on the one hand, sixth resolution, and the Supervisory Board, on the other hand, seventh resolution for the year 2020. The main features of this policy are detailed in the corporate government report included in Chapter 3.4 of the 2019 universal registration document. The resolutions -- the votes for these resolutions are the following: sixth resolution, 93.91%, resolution is approved; seventh resolution, for 99.75%, the resolution is also approved. Since 2014, the general partners and the Supervisory Board of the company submit each year to the ordinary shareholders meeting several draft resolutions relating to the compensation paid or allocated to executive officers. Pursuant to the legal and regulatory tax cited in the presentation of the previous resolutions, the general partners and the Supervisory Board of the company submit the following draft resolutions for approval by the ordinary shareholders meeting. In the eighth resolution, the information relating to the elements of remuneration of the corporate officers paid during the financial year 2019 are allocated for the same financial year. In the 9th, 10th, 11th and 12th resolutions, the individual compensation items paid during the financial year 2019 are allocated in respect to such financial year to the company's executive corporate officers in respect of the office held during such financial year. These resolutions thus concern respectively, Mr. Florent Menegaux, Managing General Partner and CEO; Mr. Yves Chapot, Non-General Manager; Mr. Jean-Dominique Senard, Managing General Partner and CEO until May 17, 2019; and Mr. Michel Rollier, Chairman of the Supervisory Board. These compensation items were established in accordance with the principles that described in the compensation policy presented for 2019 for that year in the corporate governance report reproduced in Chapter 441 of the 2019 -- 2018 reference document. The results for these 5 resolutions are the following one. Eighth resolution, 98.66%, the resolution is approved. Ninth resolution, for 95.75%, resolution is approved. 10th resolution, for 96.47%, the resolution is approved. 11th resolution, for 96.45%, the resolution is also approved. And finally, 12th resolution, for 99.90%, the resolution is approved. Mr. Michel Rollier, as Chairman of the Supervisory Board, detailed in his presentation to the general meeting the activities carried out by the Board and its various committees in 2019. In accordance with the company's articles of association, only the Supervisory Board, a wholly nonexecutive body, of which nearly 78% of members are independent, can recommend to the general shareholders' meeting the appointments of the members who will represent shareholders on the Board. As an essential guarantee of the separation of powers, none of the general partners is involved in these choices or may take part in the vote on appointments at the general meeting as the shares they hold are included from the quorum for each resolution. The terms of office of Mrs. Anne-Sophie de La Bigne and Mr. Jean-Pierre Duprieu expire at the end of this ordinary general meeting of the Board, also wish to recommend the appointment of a new member. The process for reviewing and selecting candidates and the presentation of candidates is detailed in the Supervisory Board's report and on the draft resolutions and circular of the notice of meeting brochure for the 2020 shareholders' meeting and in Chapter 7.2 of the 2019 universal registration document. At the end of this process, the Supervisory Board decided to unanimously recommend with interested members abstaining and to ask the Chairman of the Management Board to propose the general meeting. In the 13th resolution, the renewal of the term of office of Mrs. Anne-Sophie de La Bigne; and the 14th resolution, the renewal of the term of office of Mr. Jean-Pierre Duprieu; and in the 15th resolution, the renewal of the appointment of Patrick de La Chevardière as a new member. These appointments are proposed for a period of 4 years, i.e., until the end of the shareholders' meeting called to approve the financial statements for the year ended December 31, 2023. Ms. Barbara Dalibard, Chairman of the Remuneration Nomination Committee and lead member of the Board in her presentation to the meeting, which has been posted on the company's website since Friday, the 19th of June, recalled the important contributions to the work of the Board made by Anne-Sophie de La Bigne and Jean-Pierre Duprieu and presented the proposed appointment of Patrick de La Chevardière whose introductory speech has also been posted on the company's website since Friday, the 19th of June. Results of the votes for these 3 resolutions. 13th resolution, in favor, 99.85%, the resolution is approved. The 14th resolution, in favor, 99.86%, the resolution is approved. 15th resolution, in favor, 99.88% here and the resolution is approved. The 16th to 19th resolutions concern delegations of authority or authorizations relating to capital increases respectively, capital increases with maintenance of shareholders, preferential subscription rights, capital increases with cancellation of a shareholder's preferential subscription rights, capital increases with cancellation of shareholders' preferential subscription rights in the context of an offer referred to -- in Article 411-2 and a code relating to the private placement. Now these are delegations and authorizations. We knew those granted by the joint shareholders' meeting of May 18, 2018, and not used. Detailed information on these proposals is provided in the Chairman of the executive management's report on the proposed resolutions and also Chapter 71 of the 2019 universal registration document. The results of the vote. 16th resolution, in favor, 96.48%, the resolution is approved. 17th resolution, in favor, 90.49%, the resolution is approved. 18th resolution, in favor, 85.87%, the resolution is approved. And finally, 19th resolution, in favor, 83.97%, the resolution is approved. The 20th to 22nd resolutions concern delegations of authority pertaining to capital increases, respectively, capital increases by incorporation of reserves, share premiums or additional paid-in capital up to a maximum amount of EUR 80 million, capital increases for employees who are members of the group's savings plans up to a maximum nominal amount of $7 million. These delegations renew those granted by the joint shareholders' meeting at May 18, 2018, which were not used with the exception of the last resolution relating to the increased reserve for employees, which enabled the launch of an employee shareholding plan in 2018 to which more than 52% of eligible employees in 43 countries subscribed. The purpose of the 23rd resolution is to set at a nominal amount of EUR 126 million. By way of indication, nearly 35% of their share capital, the limitation of the overall amount of the capital increases that may be carried out pursuant to the 16th, 17th, 18th, 19th and 21st resolution. In addition, this resolution adjusts to an amount of EUR 2.5 billion, the overall ceiling for issues of debt securities or debt instruments giving access directly or at term to the share capital, which may be carried out pursuant to the 16th and 19th resolution. Detailed information relating to these projects is provided in the report of the Chairman of the executive management on the draft resolutions. Now the results of the vote for these 4 resolutions are as follows: 20th resolution, in favor, 99.91%, the resolution is approved; 21st resolution, in favor, 92.48%, the resolution is approved; 22nd resolution, in favor, 98.50% of the resolution is approved; and finally, 23rd resolution, in favor, 97.38%, the resolution here again is approved. The 24th resolution authorizes the managing partners for a period of 24 months to reduce the cap -- the company's share capital by canceling shares acquired under an authorized share buyback program. This delegation replaces the identical resolution granted by the joint shareholders' meeting of May 17, 2019, the implementation of which during the financial year 2019 enabled the cancellation and the corresponding reduction of the share capital of 1,345,821 shares. The result of the votes for this resolution is as follows: 24th resolution, in favor, 99.35%. This resolution is approved. The purpose of this 25th resolution is to allow the free allocation of the existing or future shares to be issued to beneficiaries, employees and executive officers of the company and employees of the French or foreign companies of the group to propose new applicable criteria to take into account changes in the context of Michelin's business and strategy, but also to set out a new scope of allocation that would henceforth include the company's Executive Chairman, for whom a free allocation of shares would replace the long-term cash incentive that had been allocated to them until then. Detailed information relating to this resolution, in particular, with respect to the various ceilings on the description of the performance criteria is set forth in Chapter 712 of the 2019 universal registration document. Results are as follows: 25th resolution, in favor, 97.02%. The resolution is approved. The 26th resolution has one purpose, which is to amend Article 15 of the company's articles of association with the agreement of the general partners in order to introduce the provisions necessary for the appointment of members of the company's Supervisory Board representing employees pursuant to the amendment introduced by the PACT law. Mrs. Barbara Dalibard, Chairman of the Remuneration and Appointments Committee and lead member of the Board, detailed in her presentation to the meeting, which has been posted on the company's website since Friday, 19th of June, the elements relating to this change in the composition of the Supervisory Board, for which additional explanations are provided in Chapter 712 and 721 of the 2019 universal registration document. The results, in favor, 97.81%. The resolution is approved. The 27th resolution relating to the power to carry out the formalities related to this joint shareholders' meeting does not call for any particular comment. In favor of this 27th resolution, 99.98%, this resolution is approved.

Florent Menegaux

executive
#6

Thank you very much, Benoit, for this overview of all our resolutions and the results of the vote. I would like to thank you for these very positive votes. We have no more items on the agenda. We can now officially close this meeting. Thank you very much for attending this shareholders' meeting in this exceptional context. Thank you very much to all of you, and we hope that we will be able to meet in the future in a more traditional format. So thank you very much for your trust, and take care of yourselves. This meeting is now adjourned. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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