Ferrari N.V. (RACE) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of the Board of the company, I would like to welcome you to the Ferrari N.V. Annual General Meeting of Shareholders. Thank you for taking the time to attend. To protect the health and safety of all shareholders and participants in connection with the COVID-19 outbreak and considering the temporary legislative measures from the Dutch government, this meeting will be held virtually only and can be followed via live webcast available on the website of the company. Due to the above-mentioned restrictions, as Executive Chairman and CEO, I am attending this annual general meeting remotely. Further, Piero Ferrari, our Vice Chairman of the Board, is following this meeting via webcast, together with certain other members of our Board. Mr. Dirk-Jan Smit of Freshfields Amsterdam is appointed as Secretary of our Annual General Meeting of Shareholders and he is following this meeting via webcast and will also draft notarial minutes of this meeting as Civil Law Notary, and I would like to thank him for it. The external auditors, Mr. Alberto Romeo, Ernst & Young Italy S.p.A; and Mr. Oscar Jonker, Ernst & Young Accountants LLP, the Netherlands, are present through video conference. Mr. Carlo Daneo, General Counsel and Secretary of our Board; and Mr. Antonio Picca Piccon, Chief Financial Officer are following this meeting via webcast. The meeting will be held in English. The notice for the meeting was published on the company's website on the 4th of March, 2021. I note that the meeting has been convened in accordance with the legal and statutory requirement. I kindly request the persons attending via video conference to stay at all time of mute mode except when and if they are required to speak. The use of audio/video recording devices by shareholders is not allowed. Starting from the day after this meeting, the company will make available on its website the recording of this Annual General Meeting of Shareholders in accordance with the instruction presence on such website. The shareholders have been given the right to submit written questions regarding the agenda items of this meeting by e-mail until April 12, 2021, at 12:00 p.m. CEST. The company intends to address the questions received before such deadline during the meeting before the voting results of the relevant agenda item, to the extent not already answered before and is appropriate with a view to the orderly conduct of the meeting. Shareholders who have submitted questions before the deadline mentioned above may ask written follow-up questions in English during this meeting by e-mail to AGM2021@ferrari.com. The e-mail has to include the name discerning the number and shares held by the shareholders, the agenda item to which the question refers and the bank or broker statement of such shareholder at the Record Date answers to follow questions, if any, will be given orally in English during this meeting before the voting results of the relevant agenda items and only and so far as the order of the meeting allows. No voting will be allowed during this meeting, voting took place by proxy until the voting cut-off date of April 8, 2021 by the 11:00 p.m. CEST. The voting results received by proxy until such deadline will be displayed after the discussion of each event item, votes abstained are not calculated as part of the votes cast. The official results will be published on the company's website after the meeting in compliance with the applicable laws and regulations. Agenda items will be discussed in accordance with the order of the agenda of the meeting. Agenda subitems will be discussed in sequence. I also inform you that some journalists are listening through webcast. Let me now turn to our results and our achievements during 2020. The results in 2020 were remarkable, and we are able to exceed our last guidance on all metrics despite the severe difficulties caused by COVID-19. The challenges included 7 weeks of suspended production, a much reduced Formula 1 calendar and our storage museums and theme parks having to stay close for many months. So the strong 2020 performance is a great testament to the extraordinary passion and adaptability of the men and women of Ferrari, the unique strength of our brand and the strong resilience of our business model. We are particularly proud of Back on Track, which is Ferrari's program to safeguard the health and safety of our employees and their families in a COVID-19 secured environment. And has become a point of reference for a safe return to work, both in Italy and around the world. In spite of all the difficulties, 2020 saw the successful digital unveiling of 3 new models: The Ferrari Portofino M, the SF90 Spider and 488 GT Modificata. This means that today, we have the most beautiful, most innovative and widest product range in our entire history. The 2020 results were delivered following a very strong fourth quarter performance. This was, thanks to the strength of our core business, improved Formula 1 revenues, the cost containment action deployed during the year and a tailwind from foreign exchange compared to our projections. We shipped 9,119 units approximately 10% less than in the prior year, but in line with our second semester production plan. Group net revenues were EUR 3.460 billion, down 8.1% compared to prior year, driven by lower deliveries as well as lower Formula 1 and brand revenues. EBITDA came at EUR 1.143 billion, down 10% with margins of 33%. EBIT was $716 million, down 21.9%, embedding higher D&A. Adjusted net profit was EUR 534 million, down 23.5% versus our 2019 results and resulting in an adjusted diluted EPS of EUR 2.88 versus EUR 3.71 in the prior year. The adjusted figures reflect a tax benefit with no cash impact on 2020 as a result of the one-off partial step-up of the trademark book value in accordance with the Italian tax regulations. Industrial free cash flow for the year was EUR 172 million. Thanks to the robust performance in 2020, the Board of Directors has recommended to shareholders a dividend distribution of approximately EUR 160 million and has also approved the restart of our multiyear share repurchase program. In addition to the strong 2020 financial performance, I would also like to highlight some of the important achievements in the ESG domain, we are particularly proud of. In July, we were the first Italian company to receive the Swiss-based Equal Salary Foundation’s certification in recognition of the fact that the women and men of Ferrari received equal compensation for equivalent roles and work, an important achievement in our commitment to creating an inclusive and diverse working environment at Ferrari. We also increased our support to our local community through our contributions to a range of initiatives, primarily focusing on education. Also thanks to the amazing support of our clients, our Directors and colleagues. And finally, consistent with our strong belief in environmental sustainability, as a company, we have committed to achieving full carbon neutrality by direct and indirect actions within this decade. We are already deeply engaged in a root and branch process to measure all our CO2 emissions and once complete, these calculations will be third-party certified as a baseline. But we have also started identifying actions to reduce our carbon footprint with a focus on energy consumption and choices of materials we use for our products. As we enter 2021, we continue to roll out our ambitious and exciting product plan, and we will unveil a further 3 new models in the coming months. We are continuing to execute our electrification strategy in a highly disciplined way. And our interpretation and application of these technologies, both in motor sport and in road cars is a huge opportunity to bring the uniqueness and passion of Ferrari to new generations. As you would expect, we have started by setting the bar high. By leveraging our know-how for motor racing, we have created a wonderful technical achievement and driving experience that are the SF90 Stradale and the SF90 Spider, our hybrid cars. They are in the very finest Ferrari tradition in both its styling and its performance. We are also very excited about our first all-electric Ferrari that we plan to unveil in 2025 and you can be sure this will be everything you dream, the engineers and designers at Maranello can imagine for such a landmark in our history. So we see this exciting decade of accelerating change as opening even more ways to push to new levels the boundaries of excellence and passion in everything we do. In this spirit, in 2021, we are also stepping up our ambitions in motor sport, and not only in Formula One, where our young and exceptionally talented driver line-up has already brought a great and positive energy to our team. In February, we announced a return to Le Mans in 2023, a race where so many great chapters in our motor racing history have been played. This presents another opportunity for us to compete at the highest levels, testing the boundaries of technology on the track and then transferring our knowledge to the matchless pedigree and driving experience of a new generation of Ferrari road cars. And last but not least, in our motor sport plants, we see exciting potential in the entertainment space where as we have shown in 2020 with our first E-sports series, there is huge demand for a gaming experience that is uniquely Ferrari. Success on the road and success on the track creates a powerful halo for our brand diversification initiatives. We are making good progress with our plan to create significant new opportunities with the Ferrari brand. For example, in the first semester of this year, the historic Cavallino Restaurant in Maranello will reopen its stores at the end of May. The history and tradition of the restaurant have been reinterpreted in a modern Trattoria Modenese environment, thanks to the collaboration of the celebrated architect India Mahdavi whilst Michelin Starred chef, Massimo Bottura, will contribute his gastronomic virtuosity for a unique culinary experience. We will launch in mid-June, our first men's and women luxury collection, entirely conceived and designed by Ferrari which will be distributed through a completely new network of flagship stores as well as online. The collection will narrate Ferrari’s defining values of craftmanship, elegance and innovation devoted to brand and fashion lovers worldwide. Everything I've described shows our relentless work to add to Ferrari's greatness in the 21st century and the creation of yet further significant, sustainable long-term value for all our stakeholders. Let me conclude my address today by thanking Louis Camilleri for all his outstanding work as our CEO from 2018. Louis will always have your friends here at Ferrari and we look forward to you visiting us at Maranello, hopefully, in the not-too-distant future. We are making good progress towards a short list of very strong candidates who have all the right qualities, including, importantly, the technological capabilities to lead our company. The new CEO and the senior management team will share Ferrari's exciting future with you during our Capital Markets Day in 2022, which will also be a year of very important new product launches, particularly the Purosangue, which is turning out to be something truly special. In concluding, I would like to thank you, our shareholders, for your constant support in these difficult times. I will now come to the formal business of the meeting where we discuss on the resolution set out in the agenda for the meeting and display the relevant voting results received by proxy ahead of the meeting. The information regarding the number of votes cast at this meeting are the following: as at the record date for this Annual General Meeting, the company had a total number of 257,272,611 issued shares and a total number of 248,339,910 voting rights. No vote could be cast on shares by the company or any of its subsidiaries. 208,045,223 equal to 83.77% of all outstanding shares in the capital of the company, are present or represented at this meeting. The total number of voting rights at this meeting amounts to 208,045,223. In total, 208,025,223 votes have been cast by the use of electronic means of communication. Prior to the meeting, these voting instructions have been processed by entering the voting instructions for each individual agenda item into the electronic voting systems. Votes already cast by use of electronics means will be included in the voting results. I now turn to agenda item 2, annual report 2020. The annual report for 2020 was made available on the company's website and at the company's office from 4th of March 2021, the date on which the notice of the meeting was published. I will now spend a few moments providing a brief summary and explanation of all 6 agenda subitems of this agenda item 2. The first 2 agenda subitems are discussions items only. In line with legislation in the Netherlands, the shareholders were asked for an advisory vote and on the third agenda subitem. The last 3 agenda subitems of this agenda items to our voting items. The first subitem 2A concerns the report of the Board of Directors for the financial year 2020, which is contained in the company's annual report 2020. This is a discussion item only. Subitem 2B concerns the policy on additions to reserves and on dividends and is a nonvoting item for discussion only. The company has adopted the current dividend policy in 2018 for the coming years, contemplating an annual ordinary dividend to be distributed by the company to the holders of common shares equal to 30% of the annual net profit of the relevant previous financial year. The actual level of dividend to be distributed by the company will be subject to earnings, cash balance commitments, strategic plans and other factors that the Board of Directors may deem relevant at the time of the dividend distribution, including adjustment for income or cost that are significant in nature but expected to occur infrequently. The details on the dividend policy are described in the company's annual report 2020. Subitem 2C concerns the remuneration report 2020. This agenda subitem is a discussion and advisory vote item. The Director's remuneration report for 2020 is available on the company's website and it is also contained in the company's 2020 annual report. The details on the remuneration of the company's Directors are described in both the remuneration report 2020 available on the company's website and the company's 2020 annual report. Pursuant to applicable legislation, shareholders may render an advisory vote regarding the remuneration report. Shareholders have either voted in favor of or against a positive advice with respect to the remuneration report. Any votes against will qualify as a negative advise. The results of the voting will be regarded as an advisory nonbinding vote with respect to the remuneration report for 2020 and in the remuneration report for 2021, the company will explain how the voting by the shareholders in this Annual General Meeting of Shareholders has been taken into account. Subitem 2D concerns the adoption of the company's 2020 annual accounts. This is a voting item. The company's 2020 annual accounts have been drawn up by the Board and audited by Ernst & Young Accountants LLP, the Netherlands who have issued an unqualified opinion. The external auditors, Mr. Alberto Romeo and Mr. Oscar Jonker, are available via video conference to answer any follow-up questions related to the report on the fairness of the 2020 annual accounts, and I'd like to thank them for it. The Board proposes to this General Meetings of Shareholders to adopt the 2020 annual accounts. Subitem 2E concerns the determination and distribution of dividend. This is a voting item. Subject to the adoption of 2020 annual accounts by this meeting in accordance with Article 22 Paragraph 8 of the Articles of Association of the company, the Board of Directors proposed to distribute a dividend of cash EUR 0.867 for outstanding common shares totaling approximately EUR 160 million. Subject to the approval of such dividend distribution by this general meeting of shareholders, the outstanding common shares will be quoted ex dividend from April 19, 2021. The record date for the dividend will be April 2021 on both MTA and the New York Stock Exchange and the dividend of the outstanding common shares will be paid on May 5, 2021. Shareholders holding the company's common share on the record date that are traded on the New York Stock Exchange will receive the dividend in U.S. dollars at the official USD/ euro exchange rate reported by the European Central Bank on April 15, 2021. The final subitem 2F concerns the granting of discharge from liability of the Executive Directors in respect to the performance of their management duties in the financial year 2020 and the Nonexecutive Directors of the Board for the performance of the nonexecutive duties in the financial year 2020. This is a voting item. Now I request Mr. Daneo, to deal with the questions received before this meeting related to this agenda item.

Thank you, Chairman. In connection with the orderly conduct of the meeting, for each specific agenda item on the questions that have been submitted in writing prior to the meeting within the deadline mentioned in the notice will be answered in this meeting. All material questions received which were not specifically addressed in the company's annual report, will be thematically grouped and answered when the relevant agenda item will be discussed if related to such specific agenda item. The company has received vios question from shareholders whoever did not comply with instruction support in the meeting notice. Furthermore, many of those questions are covered by the disclosure made in the 2020 annual report, including the 2020 remuneration report and the nonfinancial information section. That included all relevant disclosure required by applicable lows and reporting and accounting standard as well as to the group policies available on the group company's website. With reference to such question, the company decided to address them during this AGM notwithstanding the fact that they have not been submitted, is mandated by the company's instruction or do not pertain to any agenda item of the AGM. The answer provided to such question do not qualify for follow-up question. Certain questions received were asked to know details in respect of change in the group indebtedness, bond issued, use of liquidity, presence of bank accounts in high-risk countries, investment in governmental bonds and structured securities, nonperforming loans, tax and social security liabilities, contribution margin, cost on goods sold, investment in R&D, investment in renewable energies, cost reductions, existence of products, buybacks commitments, compensation and benefit of Directors and officer, relationship between directors and supplier of the group, pending proceeding against directors, consultancy, relationship in place between the company and its auditors with regards to child labor, donation and gift, toxic waste management, costs for environmental remediation and for acquisition. For information on these items, I invite the meeting to refer as the case may be to the 2020 annual report, the 2020 remuneration report and the company's 2020 sustainability report that include a relevant disclosure required by applicable laws and reporting accounting standard as well as the group policy available on the company's website. Some queries received were related to the company's general meeting, including the present one. With respect to the question of whether the company is planning to hold the shareholders' meeting through the Internet, we note that the attendance and both in -- at the shareholders' meeting are regulated by the company bylaws and Dutch law and the relevant details are specified from time to time in the relevant notice. As regard to the request to know the identity of the first 20 shareholders attending today's meeting, I remind the meeting that according to the Dutch law, only the shareholders attending the meeting in person has the right to obtain this information. And as pointed out by the Chairman, this meeting is a virtual meeting and no shareholders are attending in person due to the pandemic. On the queries regarding the identity of the pension funds, holding shares of the company, I refer to the regulatory disclosure available on the website of the AFM, the Dutch Financial Market Supervisory Authority. With regard to queries on identity of the proxy holders and more in general, information on proxy voting, I can refer to the information available on the company website, and I confirm coming to the last question on this matter that there are certain journalists attending today's meeting remotely via webcast, as already pointed out by the Chairman. Other questions received were intended to inquire regarding anticorruption compliance, off-the-books profits and insider trading violation. On this respect, please note that the highest level of integrity and compliance with applicable loads and some of the key pillars of the group identity and of the group's code of conduct, and there are specific policy in place to prevent any negative practices. With respect to the question relating to payments to political party and politicians, please note that all such payments are not allowed by the group internal policy. With respect to a question related to the identity of -- and compensation of member of arbitration panels, please note that we do not have in place any arbitration proceeding. With regard to information about pending antitrust cases, please note that the group is not currently involved in antitrust proceeding. With respect to the other questions received regarding certification, the group is not ISO 37001 and SA8000 certified and is not planning to request a certification at the time of this meeting. Please note that the company does not intend to be certified as benefit corporation. Other questions related to the amount of consultancy fees paid to the companies belonging to [indiscernible] Trevisan and Berger. And whether or not they are adviser to the group, I confirm that there are no consultancy relationship with the 4 said individuals. With respect to the question on whether so-called D&O policies, director and office insurance policies are in place, I confirm that noting that the company's bylaws especially contemplates directors in minification. Customer D&O policy are also in place. With respect to the question on amounts and details of fines by CONSOB and Borsa Italiana details about international fines levy and any existing or unpaid taxes, I confirm that no such fines were levied or paid in 2020 and equally, in 2020, there were no unpaid taxes. Other questions have been received related to the company's plans regarding new acquisition of these investments, I confirmed that the group, as part of its normal activity, constantly evaluates new acquisition and other disinvestment opportunity. Another set of questions were related to the company registered office in the Netherlands, tax residents, and tax consolidation as well as how the company plans to deal with Brexit, and finally, if the company intends to propose amendments to the bylaws to double the voting right. In such respect, please note that the company currently has its official fit in the Netherlands with tax domicile and tax consolidation in Italy. And with respect to Brexit the group and evaluate all available option. On the introduction of the double voting mechanism, please note that such provision is currently included in the bylaws of the company available on the company website. A further set of questions have been received in relation to the call center property evaluation providers, and group's natural gas supply. As a general remark, please note that the group operates in several market worldwide is subject to local rules and regulation and maintain relationship with a multitude of suppliers. Furthermore, the group does not have call centers abroad as a priority of Property Valuation Service providers and gas suppliers in Italy. We also received questions to clarify the company investment in Louboutin. In this respect, please note that we have not made any investment in Louboutin, while this investment has been made by our shareholders, Exor. In addition to the Louboutin, we received from another shareholder, a request to organize a crowd funding to our people affected by the pandemic and a proposal for such shareholders to donate this dividend to be distributed this year. In this respect, please note the company last year among several initiatives and efforts to support the coronavirus pandemic, launched an international fundraiser to support the health system of the province of Modena, matching all the donation received by its clients as already pointed out by the Chairman. Fund raise approximately EUR 1.8 million were made available to the local healthcare's unit of the Italian National Health Service, which use them to treat persons affected by COVID-19 and to purchase medical aids and equipment. More information about all the initiatives carried out by our company in response to healthcare crisis is included in our 2020 annual report. Finally, I confirm we did not receive any follow-up question related to this agenda item. I would pass over to the Chairman to continue the meeting.

Thank you very much, Mr. Daneo. I now close the discussion of agenda item 2 and turn to the relevant voting subitems results received by proxy ahead of the meeting. First, the item to see on the agenda is an advisory vote on the remuneration report 2020. I note that the shareholders expressed a positive advice with respect to the remuneration report 2020. I will now turn to the voting results in respect to item 2D on the agenda received by proxy ahead of the meeting on the adoption of the 2020 annual accounts. I note that the proposal has been approved and that the 2020 annual accounts have been adopted by the meeting. I will now turn to the voting results in respect to item 3 on the agenda received by proxy ahead of the meeting on the determination and distribution of dividend. I note that the proposal has been approved and that the dividend has been approved by the meeting. Lastly, I will turn to the voting results in respect of item 2F on the agenda received by proxy ahead of the meeting on the granting of discharge from liability of the Executive Directors and the Nonexecutive Director of the Board. I note that the proposal has been approved and that the release from liability of the Executive Directors and the Nonexecutive Directors of the Board has been adopted by the meeting. I now move on to the next item on the agenda. Agenda item 3 is a voting item. I will now spend a few moments providing a brief summary and explanation of the agenda subitem of this agenda item 3. Pursuant to Article 14 Paragraph 3 of the company's Article of Association, the term of office of the Executive Director and each of the Nonexecutive Directors will expire on the day the first Annual General Meeting of Shareholders is held in the following calendar year. The Executive Directors and the Nonexecutive Directors may be reappointed at any subsequent General Meeting of Shareholders. The nominees to Executive Directors and Nonexecutive Directors are eligible and have stated their willingness to accept the reappointment. The Board believes that the contribution and performance of the Executive Directors seeking the reappointment of this Annual General Meeting of Shareholders are effective and that he demonstrates commitment to his role in the company. Accordingly, the Board recommends to reappoint John Elkann as -- the Board believes that the contribution and performance of the Executive Directors seeking -- I refer to the explanatory notes to the agenda and the detailed biographical information concerning the candidates for the reappointment available on the company's corporate website. The Board also believes that the contribution and performance of each of the Nonexecutive Directors seeking reappointment at this Annual General Meeting of Shareholders continue to be effective and that they each demonstrate commitment to their respective roles in the company. All Nonexecutive Directors were eligible for reappointment and have stated their willingness to accept the reappointment. Accordingly upon the recommendation of the Governance and Sustainability Committee, the Board recommends to reappoint Piero Ferrari, Delphine Arnault, Francesca Bellettini, Eduardo H. Cue, Sergio Duca, John Galantic, Maria Patrizia Grieco and Adam Keswick as Nonexecutive Directors. I refer to the explanatory notes to the agenda and the detailed biographical information concerning each candidate for appointment available on the company's corporate website. We did not receive questions before the meeting related to this agenda item. Now I request Mr. Daneo to deal with follow-up questions received during this meeting, if any, related to the agenda items.

Thank you, Chairman. We did not receive any follow-up question related to this agenda item. I will pass over again to you to continue the meeting. Thank you.

Thank you, Mr. Daneo. I will now move to the voting results received by proxy ahead of the meeting on each of the resolutions under agenda subitem 3A and 3B. Agenda subitem 3A relates to my own reappointment. So I will pass over to Mr. Dirk-Jan Smit, Notary of this meeting to deal with his agenda subitem.

Thank you, Chairman. Under agenda item -- subitem 3A, it was requested to vote on the reappointment of John Elkann as Executive Director. I establish that the proposal has been approved and that John Elkann has been reappointed as Executive Director. His term expiring at the end of the Annual General Meeting of Shareholders to be held in 2022. Congratulations, John. And I will now pass back to the Chairman to deal with the remaining items on the agenda.

Thank you very much. Under agenda subitem 3B, it was requested to vote on the reappointment of Piero Ferrari as a Nonexecutive Director. I establish that the proposal has been approved and that Piero Ferrari has been reappointed as Nonexecutive Director. Under agenda subitem 3C, it requested to vote on the reappointment of Delphine Arnault as Nonexecutive Director. I establish that the proposal has been approved and that Delphine Arnault has been reappointed as Nonexecutive Director. Under agenda subitem 3D, it was requested to vote on the reappointment of Francesca Bellettini as Nonexecutive Director. I establish that the proposal has been approved and that Francesca Bellettini has been reappointed as Nonexecutive Director. Under agenda subitem 3E, it was requested to vote on the reappointment of Eduardo H. Cue as Nonexecutive Director. I establish that the proposal has been approved and that Eduardo H. Cue has been reappointed as Nonexecutive Director. Under agenda subitem 3F, it was requested to vote for the reappointment of Sergio Duca as Nonexecutive Director. I establish that the proposal has been approved and that Sergio Duca has been reappointed as Nonexecutive Director. Under agenda subitem 3G, it was requested to vote on the reappointment of John Galantic as Nonexecutive Director. I establish that the proposal has been approved and that John Galantic has been reappointed as Nonexecutive Director. Under agenda subitem 3H, it was requested to vote on the reappointment of Maria Patrizia Grieco as Nonexecutive Director. I establish that the proposal has been approved and that Maria Patrizia Grieco has been reappointed as Nonexecutive Director. Under agenda subitem 3I, it was requested to vote on the reappointment of Adam Keswick as Nonexecutive Director. I establish that the proposal has been approved and that Adam Keswick has been reappointed as Nonexecutive Director. I congratulate all these candidates on their reappointment, their term of office will expire at the end of our Annual General Meeting of Shareholders to be held in 2022. I will now move on to the following item on the agenda. Appointment of independent -- the Audit Committee has reviewed the performance of the independent auditor and the effectiveness of the audit. Based on such review, the Audit Committee has recommended the reappointment of Ernst & Young Accountants LLP as independent auditor of the company until the 2022 Annual General Meeting of Shareholders. The Board of Directors concurs with the Audit Committee's recommendation and submits to the shareholders the proposal to reappoint Ernst & Young Accountants LLP as the company's independent auditor until the 2022 Annual General Meeting of Shareholders. We did not receive questions before the meeting related to this agenda item. Now I'll request Mr. Daneo to deal with follow-up questions received during this meeting, if any, related to this agenda item.

Thank you, Chairman. We did not receive any follow-up questions related to this agenda item. I will pass over to you to continue the meeting. Thank you.

Thank you, Mr. Daneo. I will now move to the voting results received by proxy ahead of the meeting. I note that the proposal has been adopted by the meeting. I will now move on to the following -- on the following item of the agenda. Delegation to the Board of Directors authorized to issue shares in the capital of the company and to limit or to exclude preemption rights. Agenda item 5 is a voting item. I will now spend a few moments providing a brief summary and explanation of the agenda subitem of this agenda item 5. Subitem 5.1 concerns the proposal to designate the Board of Directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in Article 6 of the company's Article of Association. In accordance with Article 6 of the company's Article of Association, the Board requests to authorize the Board of Directors to issue common shares in the capital of the company and to grant rights to subscribe for common shares in the capital of the company. The proposed authorization shall be within the limits stated in the explanatory notes to the agenda. The proposed authorization will allow the Board of Directors to be flexible and to respond quickly to circumstances that require the issuance of common shares. It will furthermore enable the Board of Directors to meet any obligations resulting from equity incentive plans of the company. The authorization is requested for the period starting from today on which the current authorization expires, and therefore, from October 15, 2021, up to and including October 14, 2022. Consequently, the authorization shall end 18 months from the date of this Annual General Meeting of Shareholders. Subitem 5.2 concerns the proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude preemption rights for common shares as provided for in Article 7 of the company's Articles of Association. In accordance with Article 7 of the company's Articles of Association, the Board requests to designate the Board of Directors as the corporate body authorized to limit or to exclude preemption rights in connection with the issue of and/or the granting of rights to subscribe for common shares in the capital of the company for the period starting from the day on which the current authorization expires, and therefore, from October 15, 2021, up to and including October 14, 2022. Consequently, the authorization shall end 18 months from the date of this Annual General Meeting of Shareholders. The proposed authorization in combination with the authorization under agenda of subitem 5.1 will enable the Board of Directors to be flexible and to respond quickly to circumstances that require an issue of common shares with or without limited preemption rights. The proposed authorization shall be within the limit stated in the explanatory notes to the agenda. Subitem 5.3 concerns the proposal to designate the Board of Directors as the corporate body authorized to issue special voting shares and to grant rights to subscribe for special voting shares as provided for in article 6 of the company's Articles of Association. Shareholders may hold special voting shares and common shares or may hold common shares electing to receive special voting shares upon completion of the required holding period registered in the loyalty register of the company. In accordance with Article 5 of the Articles of Association, subject to a prior resolution of the Board of Directors, which may set certain terms and conditions, the holder of one or more qualifying common shares will be eligible to a one special voting share for each such qualifying common share. To enable the Board of Directors to implement Article 5 of the Articles of Association of the company and to meet possible future requests of shareholders who comply with the terms and conditions qualifying for the issuance of such special voting shares, the Board requests to, in accordance with Article 6 of the company's Articles of Association, to authorize the Board of Directors to issue special voting share in the capital of the company and to grand rights to subscribe for special voting shares up to 10% of the maximum aggregate amount of special voting share as provided for in the company's authorized share capital as set out in the company's Articles of Association as amended from time to time starting from the date on which the current authorization expires, and therefore, from October 15, 2021, up to and including October 14, 2022. Consequently, the authorization will end 18 months from the date of this Annual General Meeting of Shareholders. We did not receive questions before the meeting related to this agenda item. Now I request Mr. Daneo to deal with follow-up questions received during this meeting, if any, related to this agenda item.