Forvia SE (FRVIA) Earnings Call Transcript & Summary

May 31, 2021

Euronext Paris FR Consumer Discretionary shareholder_meeting 117 min

Earnings Call Speaker Segments

Michel de Rosen

executive
#1

[Presentation] Ladies and gentlemen and dear shareholders, I'm very pleased to have you at our combined ordinary and extraordinary AGM of Faurecia on this, the 31st of May 2021. I'd like to begin this AGM with 2 words: welcome and thank you. Welcome to the very large number of new shareholders who recently joined the group subsequent to the attribution of Faurecia shares by PSA/Stellantis to their shareholders. This is a big step in the history of our group, and we are proud of what we achieved with PSA, which enabled Faurecia to become 1 of the top 10 regional equipment manufacturers worldwide. This attribution has significantly increased the group's free float. It also improves the attractiveness of our profile in the financial markets and enables us to reinstate or reassert, I should say, our commercial strategy as an independent firm. Because of this, the composition of our Board of Directors has been adjusted and adapted and its independence reinforced, but I will elaborate on that later on. So a new chapter is beginning in the group, and we are very happy to be able to share with you today the strategy that will enable Faurecia to be reinforced as the global reference in connected, personalized and sustainable mobility. So welcome, as I said. Secondly, thank you. Thank you to all our employees who, despite the pandemic and an unprecedented economic situation, showed their determination courage, solidarity and their agility. Faurecia and its management team reacted from the very onset of the pandemic by implementing a series of steps aimed at, first of all, protecting our employees but also with the consistent safeguarding the group's cash situation. During the second quarter of 2020, we successfully managed a rapid ramp-up of production while remaining very careful about how the pandemic was developing. So I'd like to say thank you to all the shareholders and more particularly to the group's employees whose involvement and whose work were nothing short of superb. My thoughts, my respect for and very moved thoughts also go out to the families of our employees who have left us, those who have suffered and who sometimes continue to suffer during these very difficult times. Now in this very, very particular context that we've been experiencing for over a year now, the Board of Directors at its meeting of April 16 this year decided in order to protect the health and safety of shareholders but also of employees and the group partners, the group decided exceptionally to hold this annual general shareholder meeting behind closed doors. But thanks to the efforts put in by everybody and, of course, the accelerated vaccination campaign throughout the world, we hope -- sincerely hope this will be the last time and that as of next year, we will meet once again in person in a much more friendly environment. Beside me, we have Patrick Koller, Chief Executive Officer and member of the Board; to his left, Michel Favre, who is Chief Financial Officer; and to my right, Nolwenn Delaunay, who is Head of Legal Affairs. Because of this AGM behind closed doors, we have limited the number of speakers, and you'll see that we are actually quite far apart in order to comply with the various protective measures. We also have with us in the room the 2 tellers appointed by virtue of Article 8 of the decree dated April 10, 2020, as modified and extended and who accepted this function. I named Peugeot 1810, which is the entity that was created by the Peugeot family, to hold the automotive shares of the group, represented today by Robert Peugeot; and Amundi, represented by Stephane Taillepied. The directors of your company are following this AGM live. And the presentation made by our statutory auditors, which has been recorded, will be broadcast during this AGM. So ladies and gentlemen, the shareholders' meeting is a very important moment in terms of sharing information and exchanging with shareholders, talking about results, the outlook and strategy and the group's governance. But despite the current situation, we have decided that this AGM, which is the first since the attribution of shares held by PSA and then Stellantis, should be as interactive as possible. So your AGM is broadcast live and will also be available afterwards on our website in an investor space, which is very easy to navigate. [Operator Instructions] We will answer these questions, which may possibly be grouped by team depending on how numerous they are and depending on the amount of time we have at our disposal when we come to questions and answers. I would also like to thank the very numerous shareholders who voted remotely, particularly via electronic means using the VOTACCESS platform. We will now proceed with the formalities required to open this AGM by setting up the bureau to begin with. In compliance with the applicable arrangements, I will be chairing as the Chairman of the Board of Directors. I'll be chairing this AGM. I will also be supported by Peugeot 1810, represented by Robert Peugeot; and Amundi, as represented by Stephane Taillepied as tellers today. This bureau, this constitution has appointed Nolwenn Delaunay as Secretary for today's Annual General Meeting. I'd also like to stress that this AGM has been convened in compliance with legal provisions. The prior notice was given in the official gazette, the BALO dated April 23, 2021, and it was convened also in the Petites Affiches on the 10th of May 2021. All documents that should be available to shareholders have been held at their disposal as required by law and in good time. Faurecia has also sent documents requested of it in compliance with the various laws in force. And the documents for the bureau, which I can assure you, I will not be reading in extenso, are available here in front of me. I would also like to remind you that under the ordinary part of the shareholder meeting, the shareholder meeting will only be able to vote if we have 1/5 of the shares with voting rights present or represented. Under the extraordinary part of the AGM, decisions will only be valid if 1/4 of all shares with voting rights are present or represented. Now we checked the tally just a few minutes ago with the attendance sheet and found that shareholders having voted by correspondence, be it by post or by Internet or who have given proxies, arrived at a total number of 92,809,167 shares with voting rights, which is well in excess of 1/4 of shares with voting rights. In fact, they amount to 68.87%, which is a lot. So we have our quorum, very comfortably. And today's AGM can duly conduct its business on the basis of our agenda. I hereby declare the AGM underway. The detailed agenda is to be found on the Pages 18 and 19 of the notice of the meeting, also found on our website. We will be covering the following areas in the course of the meeting, first of all, the results for the financial period 2020, the outlook, prospectus for the group, governance and compensation and then a question -- a series of questions and answers before concluding, as is the case every year with the results of the voting on resolutions. In particular, Michel Favre, Nolwenn Delaunay and I will be presenting these different topics. May I now call on Michel Favre, our CFO, to comment the results for financial 2020.

Michel Favre

executive
#2

Thank you, Chairman. Good afternoon, ladies and gentlemen. I think the Chairman has already explained that this was an extremely difficult year with a very sharp drop in volumes, particularly from March onwards. So our top priority was, of course, to ensure the safety of all our entities, all our sites to work in highly satisfactory conditions. The goal in the first quarter -- first half year, I should say, was to protect our results and our staff. As of the second half year, once the recovery became evident, we wanted to be sure that we would get back to where we were beforehand or even exceed performance beforehand and that we would reinstate cash generation as soon as possible. Obviously, we were very conscious of liquidity. It was important to ensure liquidity, but I think it's a very satisfactory figure. Available cash at the end of 2020 was actually higher than it was at the end of 2019. A very good indicator is the new order intake, which reached a record level despite the fact that this was a very disruptive year. Now the safety protocol concerned nearly 300 sites worldwide. This was set up very rapidly, within a fortnight, in fact. And it's the same everywhere. I think it's been recognized by authorities as best in class. We continue to audit this protocol regularly to ensure that our employees are perfectly safe, and our feedback from the same employees is very positive. I'm talking about 300 sites with the same level of protection. We also launched a large-scale mask production, particularly in Meru, north of Paris. And of course, we have provided as much support as we can to the local population in a very complex environment, as you'll understand. This graph is self-explanatory, a complete collapse from the end of March. It was late February in China. But March, you will remember, I think it was the 15th of March, the whole of Europe dropped sharply. Then the U.S.A. We reached a very low level in April, which gradually picked up. We returned to volumes close to late 2019 as of September. So the last quarter was almost identical to the last quarter of 2019. So we're talking about a drop in our level of business. In fact, minus 19.6%. That's EUR 3.5 billion below the same period last -- the year before, which is very high. This was essentially in the second half year. Sales were up to EUR 14.6 billion, down from EUR 17.8 billion, negative from currency because of the weakening of the renminbi and the dollar and, of course, the change in scope of consolidation to the acquisition of SAS. It's a 50% stake that we acquired. We already had 50%, and the SAS was integrated as of February 1, 2021. In terms of income -- operating income, the impact of this EUR 3.5 billion was EUR 1.4 billion in operating income because furlough compensation only covered part of the cost. Of course, there were also volume impacts, losses of opportunity, shall we say. To counter this major impact, EUR 601 million in costs, costs are slashed. And then EUR 145 million, that's a recurring EUR 145 million that we will find again in 2021. We hope to increase this cost saving in 2021 because we are targeting EUR 200 million by 2022. And this on the basis of 2019. EUR 65 million, these are one-off effects, the nonrecurring, if you prefer, particularly because of the mask production and then, of course, the loss in China. Of course, operating income was a mere EUR 406 million, very close to 3% of sales, well below what -- well above what we expected in July, as we explained in our guidance. As for net income, unfortunately, there are 2 components here, the falloff in operating income that I just explained and increase in restructuring costs because given this crisis, we had to take a lot of structural -- necessary structural measures, which are shoring up our cost reduction plan for EUR 145 million and EUR 200 million. Now when you're dealing with the crisis, the most important thing is to focus on cash. Now this was a very, very sharp crisis. Everything stopped all of a sudden on the 15th of March. So the cash consumption was EUR 1.4 billion in the first half year -- EUR 1.045 billion, I should say. Now we recovered all of that and arrived at plus EUR 6 million at the end of the year in cash generation. However, our expectations initially were over EUR 300 million. So we have outperformed what we expected to be able to do at least as of July 2020. In the second half year, we reduced our debt by EUR 906 million. We limited the debt by comparison with EUR 2.5 billion. This was mainly because of the acquisitions we made, SAS or the end of our Parrot payments. So we limited debt to 1 -- our gearing of net debt to EBITDA to a factor of 1.9. Currently, the target is to get below 1.5. And as I said recently, we're well on track to achieve this goal. As with regards to the restructuring of our debt, we are still securing debt maturities. Once the market reopened, we issued a debt of EUR 1 billion in last July, very good terms, and we continued in this quarter. For the first time ever, we've issued a green bond, a very successful green bond of EUR 400 million. This is the first issue by an automotive manufacturer -- sorry, the second by an automotive manufacturer. And then only this year, we announced that we would extend the -- our syndicated loan from EUR 1.2 billion to EUR 1.5 billion. And of course, it's also been deferred by 5 years. So all our debt is over 5 years with bond redemption options, which will enable us to manage this maturity very successfully. And for the order intake, well, begin with a snapshot. This is a customer perception. Of course, if our customers are not happy, they're not going to place orders. So a whole series of indicators that enable us, one, to check what we've seen, we have 4.2 out of 5 -- a possible 5, I should say. But the best measure of all, we've had 40 awards from our customers in the last year. So record intake of EUR 26 billion in 2020. This is -- we're giving the figures over 3 years. If you calculate EUR 72 billion divided by EUR 3 billion, it's EUR 26 billion. EUR 26 billion is an average over 3 years. So very successful with EUR 2.5 billion in Clarion -- from Clarion Electronics, which shows the ramp-up of Clarion. And we're not forgetting China with over EUR 5 billion, one of our big success stories. So we have committed to repeating this performance in 2021.

Patrick Koller

executive
#3

Thank you, Michel. So to summarize in 2020, improved agility and resilience. We were able to respond very quickly. We no longer had any references in terms of budget compared to the previous year. So we worked in full through mode. It worked very well with our team who were immediately able to follow this new rule. Effective cash management, as Michel just explained, a record level of order intake, although the year was sometimes a bit choppy. And in 2020, there were a number of delays and postponements that should be decided this year. On the hydrogen part, I think post-COVID, we can see that the world is going to change. In particular, people are more and more worried about the climate, and it's now a worldwide phenomenon. So the hydrogen part has accelerated in line with this sentiment, and we've made major progress in terms of technological leadership. And in a minute, I'm going to talk about the first production orders. An acceleration in our commitments for the climate here. We're talking also about CO2, in particular, Scope 1 and 2 but also Scope 3, what regards design of our products. But simply a stronger, agile and fully committed group for the transformation of the automotive industry. 2021. 2021, as you can see on this figure on the right, this is our outlook for a return to 2017 levels, which was the maximum reached in terms of automotive production, 91.6 million. We may reach it before 2025. We were cautious for the year 2021. We anticipated on the uncertainties related to the recovery, and we set ourselves a goal in terms of volume of 76.6 million, whereas the latest estimate for IHS was around 79.2 million. I think the latest figure was revised slightly downwards, especially because of the second quarter. The second quarter is difficult, in particular, because of supply constraints for electronic components. The second quarter is expected by IHS to be at minus 7% compared to the first quarter, but IHS still expects a rebound for the second half of the year, which should be significant and significantly higher than our assumptions. To give an order of magnitude, IHS expects 3 million, even a bit more than 3 million extra vehicles compared to our assumptions. So we should be decently positioned for the whole year. I also think that these difficulties in electronic component supply are going to improve, although I don't think that the crisis is going to be solved this year. We should wait until H1 next year to be fully out of the difficulties related to installed capacity. The global shortage is not the only event. There is also major inflation, especially on raw materials, steel but also plastics. And we have mechanisms. We have agreements with our clients so that we can correctly manage this part, although we think that we are now moving into an inflationary phase, which is probably going to last for a few years. And so we should become organized and manage the company consequently. We published our first quarter figures. Michel, if you would like to recall them.

Michel Favre

executive
#4

First of all, sales growth to EUR 4 billion. Growth in our 3 traditional business groups, Seating, Interiors and Clean Mobility, which are at 11 -- ranging between 11.7% and 13.6% for Seating. Lower growth for Clarion because Clarion had shortages of semiconductor, so they had to make trade-offs, but growth is going to accelerate over the year for Clarion. This overperformance is seen in all regions from 480 basis points to double digits, especially in China, where sales even exceeded those of the first quarter. All this makes us even more confident about the overperformance that we've committed to of 600 basis points, so plus 6% compared to the expected volume growth for the year. And the main contributor is, of course, going to be the Seating business, which is going to benefit from a lot of starts of production, especially in the second half. And we've also acquired a majority stake in the CLD company in China, which is a good complement to the hydrogen part, where we have significant investments in Europe. So as Patrick said, 76.6 million vehicles, that was considered very conservative. And I think it's still conservative compared to IHS. So we can still think that we'll at least deliver on that figure at the global level. So on that basis, we are repeating all of our guidance, plus EUR 16.5 billion in sales, plus 600 basis points in overperformance, operating margin around 7% and EUR 500 million in cash flow generation. Cash flow generation this year will also help us reduce debt further and have leverage below or even much below 1.5x at the end of the year. With all this, we can pay out a dividend again. We are proposing to pay out EUR 1 per share, and we clearly want to come back to steady dividend growth as it was the case between 2014 and 2019. I'll remind you of how management is considering to use cash. So 40% for dividends and share buybacks to avoid dilutions because of performance shares and 60% for deleveraging or bolt-on acquisitions. So I'll give the floor back to Patrick Koller for new outlook.

Patrick Koller

executive
#5

Ladies and gentlemen, dear shareholders, we're now going to talk about the outlook. But first of all, let's watch a video. [Presentation]

Patrick Koller

executive
#6

All right. Our industry has to manage several major transformations, some of which are familiar. Electrification, of course, we know what the end goal is, and there's a wide consensus about that. What we don't know is how to manage the transition phase. Electronic architecture is also a major transformation in the automotive industry with less electronics but more algorithms and software, so more intelligence with a more centralized architecture with more computing power and also 5G connectivity and maybe 6G connectivity in the future to allow for very fast exchange of data with the cloud. This is not trivial. It requires a lot of changes. So we'll need to consider the various functionalities of cars in a horizontal way. That requires state-of-the-art algorithms, and this is something that's going to happen at least until 2030 to be fully established. And then we'll see the benefits. The circular economy, sustainable value, that's also essential. All of that is slightly connected, but I think that it's important to consider everything there is called -- that starts with repair, recycle and so on and so forth. That's what I'm talking about, what I mentioned, sustainable value. There's also another major possibility that customers want, which is to maintain the value of their car throughout its life cycle. So possibly, it could be upgradable. You could add functionalities and features, bring it back up to date. And so new organizations will need to come into existence to do that, and maybe also we'll need other transactional models. Last but not least, the environment, social and governance. That's fundamental. The how and the why are more and more important. This is vital for us to recruit the talents that we need and that -- on a worldwide basis. I think that post-COVID, we're going to realize that these items are deeply rooted in people's minds, and they're absolutely fundamental for the new population, our new consumers and coworkers. Faurecia, you won't be surprised, is focused on 2 areas of innovation: sustainable mobility with solutions for ultra-low emissions or zero emissions even, this is a potential market that grows by 9% per year between 2020 and 2030; and the cockpit of the future with personalized and connected experiences for consumers. The potential market is expected to grow by 7% per annum over the same period, and that's a potential market of EUR 120 billion in 2030. So that's quite considerable. A targeted innovation strategy, a powerful ecosystem and a powerful ecosystem for quite a while. Very early on, we started thinking that collective intelligence was an asset, and so we built this ecosystem up. You can see the partners that we have in various areas. They are prestigious partners. And with them, we've learned. We've acquired very specific know-how in the way these ecosystems work and in the way you can accelerate the time to market for our innovations. And it's now less than 2 years between the moment we decide to work and finance -- work on and finance innovation and the start of the first orders for production. So EUR 607 million in innovation expenditure over the last 3 years and expected CapEx of EUR 1.1 billion in sustainable technologies between this year and the year 2025. We've also created what we called a Digital Services Factory, which is entirely focused on data and on artificial intelligence. These specialists help us reduce variability in our transactions, whether they are administrative or industrial, and they're also involved in the improvement of our products. An efficiency program in R&D, this was twofold. The first one was the hour rate -- to reduce the hour rate. And so the goal was to be below EUR 50 an hour in high-cost countries, which is now a given, and also in the number of hours spent for applications. And what I can tell you is that we are now, on average, at 22 months for all of our applications, whether they are seats, door panels, dashboards, and by the way, all of our projects. And that's interesting because our clients are always on a 36 months time frame. So now we need to have an effective stop and go system in place so that we can save money and then share that with our clients. We've invested in start-ups. There are only 3 listed here, but in reality, there are many, many more. And we'll carry on investing. Each time, these are investments in technology. So we are not buying into these companies. We're entirely buying the start-up or we are creating an automotive JV for which we have exclusive rights. But this also works very well. It's a new governance system because we've got entities in several countries, and we need to get them to work together. And once again, this is a new know-how that we're developing. Earlier, Michel talked about total customer satisfaction. In a world with so much uncertainty, it is absolutely essential to be close to your clients and customers and to have this constructive customer intimacy, as it's called. And so this plays out in 2 fields: measurable performance. And here, we use the selected performance indicators for our clients. They vary depending on the clients. So they are mostly related to technology, to launches and the success of these launches, quality and -- delivered quality, compliance with deadlines and everything that has to do with commercial services and aftersales. And also perception. After each of our meetings, clients have an application. And so they're able to assess the quality of the discussion, and so they use it to the full. They can write comments, which helps a lot because we can reply to that and have a constructive dialogue with them for a continuous improvement of our relationship. So listening to customers, responsiveness, quick problem-solving without a lot of debates and without trying first to apportion responsibilities and blame but trying to solve things and also the ease of collaboration, is it easy to work with Faurecia for an OEM. And customer satisfaction is all the more important because as you have understood, we always have negotiations with our clients about raw materials inflation and a number of data points that impact us and for which it is legitimate for us to discuss it with them. Continuous increase in order intake. Here, you can see what we've gained over the last 4 years. In actuality, we renew our revenues to the tune of 15% to 20% every year. And you can see that where -- when we're above EUR 26 billion, EUR 27 billion in 2022, and we can do better, well, this mechanically ensures that we can have EUR 24.5 billion or EUR 25 billion in expected sales. That's a lot of growth compared to the EUR 16.5 billion that we set in our guidance, as Michel showed you. How can we achieve that? Well, with enriched content in each vehicle and in every one of our businesses, there are functions and features, transfers from other elements of the automotive architecture to our modules, also strong growth on high-end vehicles but also LCVs, light commercial vehicles and electric vehicles, strategic positioning in China, which will help us double our sales to reach EUR 5 billion in 2025. But that's also the case in North America, where we are going to double our revenues in the same time frame. At the latest CMD, we were able to offer a road map that runs until 2025 with revenues in 2022 higher than EUR 18.5 billion. Before the crisis, in 2019, we suggested the same profitability, 8% in operating margin and 4% in cash as a ratio of sales and EUR 24.5 billion in 2025. So this is the goal for 2025, higher than 8% operating margin and cash generation, net cash flow of 4.5% of sales. To achieve that, of course, we need to rely on performance and flawless execution. We need to offer the right products, especially products that are going to enrich our content per vehicle without increasing the price -- the sales price of the vehicle. This is very important, especially given the inflation related to electric vehicles. We need to be very careful about offering the right solutions, and we also need to ensure customer satisfaction. Here, you've got a summary, the 2021 guidance, the 2022 goals, as I've just explained them. What's also interesting is the annual average overperformance by over 500 basis points between 2021 and 2025 as well as the net cumulative cash flow generation in excess of EUR 4 billion so that we can continuously deleverage ourselves. Now I'm going to talk about those transformations that are happening. The first one is electrification. And this is our hypothesis. In 2030, our hypothesis is that 30% of all vehicles will have -- be zero emissions vehicles. 67% will be electrified in one way or another, but 37% hybridation. Now this is a worldwide hypothesis. But for Europe, this 30% becomes 40%. So we're close to actually 50% by 2030. So powertrain electrification is clearly gathering pace. Now this also includes 2% of cars driven by fuel cells. These are light utility vehicles often. And to this 2%, we need to add what we call heavy mobility. Our scenario, fast electrification scenario is -- has been confirmed in-house, and we are preparing for this. We are also a strategic partner for automakers in electrification. In 2020, 20% of our orders concerned electric vehicles, 20%. You have a handful of our international clients. There's an American automaker who does not want its logo to be seen, but you can guess who that might be. So as you can see, these are mainly rather larger vehicles, but a few utility vehicles as well. So it's a highly diversified portfolio of customers. A few words about hydrogen now. So hydrogen is gaining ground throughout the world. At the end of last year, there were 228 projects that had been announced and funded. 25% of these projects concern mobility. And if you look at where these projects are concentrated, in other words, mainly in Europe, over 50% of these projects are based in Europe. 30 countries have announced a hydrogen strategy. And that's a hydrogen strategy that is mainly for the purposes of energy sovereignty but also because of CO2 emissions. Europe has announced $220 billion in funding by 2030. And obviously, the cost of hydrogen is particularly important here. And the cost of renewables is currently approximately EUR 20 per megawatt hour, which means that by 2030, we will have access to green hydrogen at between EUR 1.50 and EUR 3 per kilo, which is perfectly compatible with our applications. We feel that in 2030, the market will be a EUR 17 billion market. Here, you have our hypothesis. 2 million vehicles, these are passenger and light commercial vehicles, will be hydrogen powered, out of a total of 200 million -- so it's out of 100 million, I should say. That's a total of 2%. And in 2030, you see the costs. Costs will be related to storage units and stacks. You also have a certain number of city buses and coaches increasing rapidly, both medium-duty vehicles and heavy-duty vehicles. But it's through this heavy-duty mobility that the development of hydrogen will really take off. Light utility vehicles, light commercial vehicles are also very present. I think very urban areas are expanding. And this is one of the reasons why the mileage coverage is scheduled to increase. The dual electric energy in batteries, of course, but also produced by hydrogen is a very interesting solution that gives solutions all sorts of possibilities. Anyway, to achieve those goals, there are a number of improvements that need to be made. First of all, we will have to industrialize this process. This will enable us to achieve scale savings, which are in the region of 70% to 80% at present. So for fuel cells, we will have to improve the durability and energy density. And in the case of storage, we need to improve, first of all, the security, safety and the weight. So we are striving to make these reservoirs connected to enable us to have real-time measurement of their resistance and life cycle -- or at least the forecast life cycle. Our hypothesis is 500 commercial vehicles used up to now, maybe 2 million passenger vehicles. With light commercial vehicles, the interesting thing is that these will be perfectly suited to what the Americans call light trucks or rather large SUVs, we might call them here in Europe, which is a very substantial market, much bigger than our hypothesis. So we have very strong sales ambitions, but at a recent event, we explained that our objective in terms of order intake was EUR 500 million by 2025. Our 2022 sales figure would be EUR 500 million -- EUR 50 million, I should say, in this area and in excess of EUR 3.5 billion by 2030. These are hydrogen solutions. And here, you have the division between tanks and stacks. With Symbio, which is our joint venture alongside Michelin, we cover 85% of the whole value chain in hydrogen as applied to mobility. So what is the current situation? Well, we have orders taken for over around EUR 250 million. We continued our order intake just 3 weeks ago, and it's picked up very rapidly. We have a number of big names here. This is really series production. We are not talking about the smaller volumes outside of series production. We're also looking at light commercial vehicles, buses and heavy-duty vehicles. On the right-hand side, you see our industrial rollout, which is gathering pace. We have production plants in Asia, in Europe and particularly in France as well as in the USA. This brings me to electronic architecture. I'm not going to go into the details of electronic architecture, but I will tell you what Clarion Electronics is doing and give you some information about our product lines. Our focus is in 3 areas, 3 lines of products: first of all, cockpit electronics; screens, displays and related technology; and let's say, motoring assistance. So inside cockpit electronics, we have everything that concerns applications. For instance, for this purpose, we have a joint version with Aptoide. Aptoide is the third biggest app store in the world. It means that we can make very interesting proposals to our clients. We're also working on the DMS and CMS sides of cockpit electronics. This concerns monitoring, safety monitoring, positive safety monitoring of -- there are also radar to give us a better understanding of what's actually happening inside the cockpit. Then there's radio and radio frequency side of cockpit electronics, noise reduction. And in particular, the noise level of electric vehicles are high-frequency noises, are much more difficult to filter than in the past. Then we have display technologies where we have really created an ecosystem of smaller companies with very strong content, very important content, image enhancement but also a reduction of electronic consumption. And this third area of what we call ADAS, which is advanced driver assistance systems, we're really looking at 360-degree vision all around the vehicle, parking, automated parking or even autonomous parking here, too, in the near future. Rearview mirrors will also have what we call an e-mirror display. This means that we'll be able to add in safety-related functionalities. The order intake, EUR 2.5 billion by 2025. We're actually ahead of schedule because in 2029, we expected EUR 1.9 billion, which we achieved. In 2020, we anticipated EUR 2.1 billion. We achieved EUR 2.5 billion. And we're on track to be well ahead of the EUR 2.5 billion we targeted for this year. So as we say, on track to deliver this growth expectation. Displays, display technology. This is a EUR 6 billion market with a very high growth in the region of an annual average 12%. Our target will be in the top 3 by 2025 with sales of EUR 800 million again by 2025. So this shows you what we are looking at. We're looking at multiple displays, fully integrated into the dashboard. This includes algorithmic systems but also hardware, retro lighting, backlighting to ensure that we can provide the best quality of image and indeed, the best possible energy efficiency. A simple example of that is that in the Chinese luxury car, the Hongqi, which means the red flag, by the way. Here, we have multiple streams integrated right across the dashboard. That's 1.5 meter wide. This includes new optical interfacing technology between the windscreen and the active matrix of the screen. Touch sensitive controls, confidentiality management. So depending on the angles of vision, you may or may not be able to see certain screens just to avoid distracting the driver, for instance. Screen integration in the rear with curved screens, U-shaped curved screens. So this is really 3D design. Now we're not talking about very small marginal volumes. We're looking at a vehicle that's produced in 100,000 units a year. This is the vehicles used for ministries and senior civil servants in China. This car has replaced the former Audi A6, which was the most frequently used car by important dignitaries in China. This brings me to the circular economy. What are we doing in 2 areas? First of all, bio-sourced materials. Well, one particularity of Faurecia is that we formulate materials, but we formulate them for particular transformations, industrial transformation. Our ability to immediately develop a material for a given application is something that chemists do not know how to do. Here is a very interesting business model because we believe that we can achieve over EUR 1 billion in sales by 2030 and over EUR 3 billion by 2030. We already have a number of patents, and these materials are produced in series. They enable us to reduce weight by up to 50%, which is very substantial. And because these materials are bio-sourced, they are CO2 negative at minus 11 grams per kilo, which is extremely interesting in our dealings with our clients. We have a video on this just to show you. [Presentation]

Patrick Koller

executive
#7

So we've decided to create a division that we call Sustainable Materials division. These are bio-sourced or CO2-negative materials. We will be bringing all our skills, all the groups, skills together in this division in order to accelerate the -- for various formulations and sales. Moving on to seats. We obviously work on our materials, too. There are no more materials of animal origin in our vehicles. A lot of clients are taking this decision, and I believe that this is a decision that will be generally accepted worldwide well before 2030. So we need substitute materials, high-quality materials to replace them. Again, these materials will be a combination of bio-sourced materials, recycled materials and coated materials that would be very pleasant to feel. Likewise with foams and plastics. Also, the architecture will have to be very different. These seats will have an architecture that makes it easy to disassemble. Easy to dissemble also means easy to assemble, which means that we'll be using modules or building bi-modular design, which will enable us to do our updating and continuous improvement throughout the life, life cycle of vehicles. The metal structure will also be changed. Less energy and more green energy for the production and transformation of steel and other materials. Continuous weight reduction and, of course, coating technologies, enabling us to avoid thermal processing and to avoid anything that uses or burns up calories. So 30% of CO2 savings by 2030, that's our first generation of seats. So there will be another generation before that, which will have even more CO2 reductions. And of course, in terms of weight saving, we want to achieve 15% weight saving by 2030. For all that, we have a small repair plant, electronics repair plant. This is something we also want to promote. We are partners in this project, which is under the leadership of Renault. The goal is to reduce CO2 emissions by 85% through repairs. These are multi-brand experts. So there are over 1,000 product references covered, 23 vehicle makes covered, and we repair over 30,000 devices every year. This is something that could be increased. These are figures that could be improved upon. And in this current context of scarcity, I think this is a very, very interesting idea. Let's move on to the environment, social and governance. But just before that, we have a short video on seats. [Presentation]

Patrick Koller

executive
#8

Well, our ESG road map is a simple and clear road map. It's aligned with our expertise. For each block on this road map, you have an associated project with a dedicated team and goals, quantitative goals. So if you look at the planet, this is the environmental footprint of all of our sites, and I'll come back to it. The circular economy, investment in sustainable technologies for business. It's about business ethics, safety at work and a sustainable supply chain. And for our people, it's about employability, in particular, training, diversity and inclusiveness and societal action. We think that we need to take action in our -- in the communities that host us. And all of that is integrated into the company's governance so that we can work in all areas simultaneously. Our approach in terms of CO2, we have one ambition, to be CO2-neutral with 2 key milestones: one, by 2025 and CO2 neutrality for our internal emission scopes 1 and 2; and by 2030, CO2 neutrality for our controlled emissions, the difference between the whole of scope 3 and controlled emissions in scope 3 is that, at this stage, we're not taking into account the use by people of their vehicles. On 3 different streams: operations; Eco-design, as we've just seen a few examples; and offsets, so capture of CO2 and processing of CO2. We are working with audited companies -- auditing companies that are internationally recognized, which allow us to justify the materiality of our goals and the quality of our goals. We are dealing with very concrete actions. We will eliminate 120,000 tons of CO2. You can see the reduction profile. And we have 2 levers here: consume less, so saving, reducing electricity consumption, reducing calories used both for heating but also for heat treatment. And all other industrial processes; and consuming better, consuming more renewable energies and equipping our plants with solar panels and wind turbines whenever possible so that we can produce electricity, not a very high ratio, maybe 10% to 15% of our energy use, and also purchase of renewable energy. Regarding Scope 3, which is much bigger in terms of size to help us reduce by half. And that's everything that's within our control. What's missing on these figures is one thing, which is the increase in our CO2 footprint because of our growth. Because I talked about EUR 17.5 billion in 2021 and EUR 25 billion in 2025, all of that is going to be offset. The reduction curves for CO2 are much steeper than what you can see on these figures. How do we achieve that? By consuming less. So reducing weight systematically, a different architecture and modular packaging, better consumption also. So with manufacturing with greener processes, recycled content, the circular economy and also, of course, bio sourced materials. Of course, we set ourselves some goals in terms of inclusive culture. Here, you can see a few examples. The engagement index for our employees, up 12 percentage points. This is a survey that we conduct every year. Plus 12 percentage points in 2020, we were very glad of that because in a very different and difficult context with a lot of constraints related to COVID. Well, you can see that our coworkers trusted us and prove that. In 2020, 33% of women recruited versus 26% in 2018. For managers and professionals, we now have 34% of non-Europeans. We had 19.2 hours of training per employee and per year. And you can see the ambition for 2025, just 2 examples. Women in manager and professional positions, 30%, and training hours, we want to raise it to 25 hours per employee and per year. The spin-off is now behind us. The spin-off was this process by which Stellantis would distribute Faurecia shares that it owned. And here, you can see our new share ownership structure, a different shareholding structure with a float that grew quite significantly because we went from roughly 60% to 85%. And now you can see our main shareholders, which agreed to freeze their ownership percentages at 5.5% for Exor; Peugeot 1810, 3.2%; BPI, 2.4%; and Dongfeng, a Chinese OEM, at 2.2%. I'm going to talk about the ESOP, which is going to increase the share of employees from 2% to 2.6% after our initiative. We thought that it was a major event for the company, this spin-off. And so it was necessary to let our employees benefit from that. So we launched a nondilutive plan via a share buyback program for a maximum amount of 2% of the issued share capital. And if 2% were subscribed well, in that case, we would have reached share ownership by Faurecia employees of 2.6%. Well, the fact is via this plan, we reached 15 countries and 90% of employees. And the participation rate is higher than 22%. It's now closed. We are now in the price setting phase, and then we will deliver the shares in July. 22% is very good. Because we were talk -- said that the best practice on the market was 16%. So there is a significant oversubscription for the shares, in particular, from 5 countries, which worked very well, France, China, India and Germany and Japan. So this is a very good addition to the engagement rate of our employees. Once again, I think it's a very positive sign, a sign of trust, but also a sign of strong involvement in the group's performance. To conclude, our strategy is focused on the Cockpit of the Future and sustainable mobility. This doesn't change. These are the 2 main streams that we are going to focus our resources on. These 2 streams are going to enjoy strong, profitable and sustainable growth. Our goals for 2022 are all confirmed. The annual average overperformance of sales is higher than 500 percentage -- basis points, sorry, over the period 2025 to reach EUR 25 billion in sales in 2025. And cumulative net cash flow over EUR 4 billion by 2025, and that's also confirmed. We are acquiring a unique position in zero-emission hydrogen solutions. And this will allow Faurecia with its partner to become a leader in hydrogen mobility with sales in excess of EUR 3.5 billion by 2030. And we also have strong values and beliefs that drive Faurecia's initiatives. These are real projects with strong involvement by the whole team worldwide with one ambition, which is to reach carbon neutrality by 2030. And the major change in Faurecia's share ownership structure opens up new prospects for value creation and agility. This, ladies and gentlemen, was my presentation, and I will now give the floor back to Michel de Rosen for his part on governance and remunerations.

Michel de Rosen

executive
#9

Thank you thank you very much, Patrick, for this insightful and very comprehensive presentation, which I'm sure will help our shareholders better understand Faurecia's strategy, which is clear and aligned on the major trends of the automotive sector as well as responsible. I'm now going to give you a presentation about issues of governance and remuneration. First of all, a few words about the composition of the Board after the changes that happened -- that have happened since the beginning of the year. On January 12, 2021, we went from 15 to 12 members after the resignations of Grégoire Olivier, Olivia Larmaraud and Philippe de Rovira. I'll remind you that the resignation of these 3 directors who were appointed based on a proposal by PSA was part of the commitments made by PSA and FCA for their merger operation. I would like to warmheartedly thank these excellent colleagues for their precious contribution to the work of the Board and the committees that they were a part of. Besides since the 18th of February 2021, we've reached 13 members with the cooptation of a new Independent Director, Jean-Bernard Lévy. We were 15 minus 3, 12, and then up 1 to 13. Our Board is now more independent. It now includes 13 members from 7 different nationalities, including 2 administrators, 2 directors representing employees in compliance with the law and 5 women, which is 46% of the Board, above the threshold set by the law. The changes that have happened in the makeup of the Board have significantly strengthened its independence with 9 independent directors or 82% of the Board versus 61.5% at the end of 2019. In the current context of the health crisis, we also had more meetings than in previous fiscal years. 27 meetings for the Board and its committees in 2020. The organization review and the review of resources used during the COVID-19 crisis kept our Board very busy in 2020, as you can imagine. As I said, group management immediately responded very actively and rigorously, and the Board was completely involved and informed about the impact of the crisis on your company. Your Board is not just with the majority of independent directors, it's also multidisciplinary and complementary as part of its diversity policy and during its thinking, especially within the Governance Committee about the composition of the Board. The Board can rely on a matrix of expertise and it has identified a number of key and differentiating areas of expertise, which seem necessary within the Board to better follow the development of the group. This expertise is mostly focused on the knowledge of relevant technologies and products for the group, knowledge of some key regions for Faurecia, full control over CSR matters and the requirement of being on the Board of listed companies. Of course, the Board is actively supported by its 3 standing specialized committees. These specialized committees play a major role in the preparation of the Board's proceedings. There are 3 committees, therefore: the Audit Committee chaired by Odile Desforges, which is in charge of financial, accounting and risk related matters; the Remuneration Committee chaired by Linda Hasenfratz, in charge of remuneration issues for corporate offices and management; the Governance, Nominations and Sustainable Development Committee chaired by Jean-Bernard Lévy, which is in charge of matters related to governance, succession for corporate officers and sustainable development. I'll remind you that we recently changed the name of this committee at the beginning of the year to better reflect the enlargement of its remit in terms of social and environmental responsibility. This enlargement of its remit, which has been effective since the last reorganization of committees that happened in 2019 was decided, given the essential role of, as you heard Patrick Koller explained a minute ago, the essential role of sustainable development in your company strategy. The composition of the Board. You were asked for this general meeting to ratify the cooptation of Jean-Bernard Lévy as Director; to reappoint as directors, Patrick Koller, our CEO, but also Penelope Herscher and Valérie Landon; as well as appoint the company, Peugeot 1810, as Director with Robert Peugeot as its permanent representative. I'm now going to talk about all 5 directors. First of all, ratification of Jean-Bernard Lévy's cooptation as Director. This is Resolution #5. The Board of Directors has decided, based on the recommendation from the Governance, Nominations and Sustainable Development Committee, decided to become stronger by coopting Jean-Bernard Lévy as Independent Director. Since this date, he's also been the chair of that self-same committee. Jean-Bernard Lévy is Chairman and CEO of EDF. Previously, he was CEO of 2 major French-listed companies, which is a unique background in France. This experience as an executive manager associated with his vision and his knowledge of industrial and strategic matters, strengthen expertise on the board in these areas. His knowledge of the energy sector is also valuable when you consider Faurecia's commitment to new mobility, especially hydrogen, which is now at the heart of your company strategy. I will now let Jean-Bernard Lévy introduce himself. He would have wanted to do that physically before you, but the conditions of this general meeting are not conducive to that. He, therefore, recorded the following message for you.

Jean-Bernard Levy

executive
#10

[Foreign Language]

Michel de Rosen

executive
#11

[Foreign Language] Thank you, Jean-Bernard, and he can't hear me, except I think he's following online anyway. So thank you for that presentation. The sixth resolution concerns the renewal of Patrick Koller, our CFO, renewal of his term of office to the Board of Directors. He is already a member of the Board, and there's no need for me to introduce him. I will, however, remind you that Patrick has been a deputy CEO since the 1st of July and a member of the Board since the 13th of May, sorry, 30th of May 2017. I see and meet Patrick every day. And I can see his very intense commitment, his involvement in the group as a CEO of your group. His contribution and his experience as an Executive Director are very important to the group and will play an important part in the balance we have on our Board of Directors. The seventh resolution concerns the reelection of Penelope Herscher. Penelope Herscher is an Independent Director and member of the Governance, Nominations and Sustainable Development Committee. Penny, who has dual British and American nationality, works and lives in the Silicon Valley. She brings to the Board her knowledge of this very active world, her expertise in digital and her experience as a member of a number of listed and non-listed companies in the U.S.A. [ Penny ] is our -- what we call our Silicon Valley lady. If she is reelected to the Board of Directors, Penny will also be renewed as a member of the Governance, Nominations and Sustainable Development Committee. The eighth resolution concerns the reelection of Valérie Landon to the Board of Directors. Valérie Landon is an Independent Director and member of the Audit Committee. Valérie, who has just taken over the chair of Credit Suisse in France and Belgium after acting as Vice Chair, Investment Banking and Capital Markets, within this same bank, Crédit Suisse, is a -- she is a specialist in banking and finance, as well as finance and investment, of course. Her contribution is particularly precious for the Board of Directors and indeed for the Audit committee. If she is reelected to the Board, Valérie would also be renewed as a member of the Audit Committee. The ninth resolution concerns the election of Peugeot 1810 to a seat on the Board of Directors. So it's a reelection to the Board of Directors. Since the spin-off, Peugeot 1810, which is a Peugeot family company dedicated to automotive, has been a shareholder with a stake of 3.14% in our share capital. As part of the Peugeot family's continued presence on our Board and given the internal governance principles, which generalized the representation of the Peugeot family by legal entities, we are asking you to appoint Peugeot 1810, the company, as -- to the Board of Directors, Robert Peugeot as its representative. Robert Peugeot is a specialist in the automotive sector and indeed in the management of equity interests. He also brings to the Board his experience in corporate governance as well as in finance and risk management. He is actually a member of our Audit Committee and became a member back on 16th of April of this year, and he will continue to sit on this board if Peugeot 1810 is elected to the Board of Directors. Robert Peugeot who is here in person with us today in his capacity as a teller. Might like to say a few words. Robert, would you like to say a few words about how the Peugeot family is represented?

Robert Peugeot

executive
#12

Thank you, Michel. Thank you, Jean. I'm very happy to go before the shareholders in order to have Peugeot 1810 and indeed myself as the family representative. In the family, we created this company, which brings together our equity holdings in the automotive sector in Stellantis, of course, but also in Faurecia. For a very long time, I was in favor of the Faurecia spin-off, and I'm very happy to see that this spin-off has been successfully completed, indeed very well-managed as soon as the shares were listed. I have an extensive experience in the automotive sector. My whole career was with Peugeot PSA and for nearly 8 years, I was a member of the group's Executive Committee. So I have experience of the automotive sector. For almost 20 years now, I have been Chairman and CEO, of Peugeot Invest. So I have built up knowledge of the world of investment and the management of equity interests because Peugeot has developed itself quite extensively over that period. This means that I am present to represent our company on a number of different boards of directors. Some may feel that this is maybe quite a few or maybe too many, but this is my full time job, which I carry out as professionally as possible. There you have it. Dear shareholders, that's what I wanted to say. I can contribute to the Faurecia Board of Directors. As a long-standing shareholder, I'd also like to say that Peugeot 1810 has already publicly declared that it intends to maintain its stake and possibly even increase its stake in Faurecia.

Michel de Rosen

executive
#13

Thank you, Robert. This increase in your stake, we will welcome it with great enthusiasm. Robert, maybe you could tell the shareholders a little bit more about the date in 1810, maybe some people don't understand the 1810.

Robert Peugeot

executive
#14

Well, with the creation of Stellantis, the Peugeot SA name has disappeared. So our Peugeot name, which we own, was no longer present in the stock market. So we decided to call FFP Peugeot Invest, quite simply because it's defined who we are. Well, Peugeot and what we have, which is investments. One of the subsidiaries of Peugeot Invest, the one that -- the holding company for automotive shares is called Peugeot 1810. And this is because the first industrial company was set up by my ancestors in 1810. It was our first company.

Michel de Rosen

executive
#15

Thank you, Robert. When we were children, we were told that Napoleon's daughter was born on 1810, the King of Rome was born in 1810. Yes, but it was also the first Peugeot company. Now the next topic is quite different. This is the compensation of the Chairman of our Board of Directors. We have 2 resolutions here. One concerning the compensation of the Chairman of the Board called ex-post, this is the say-on-pay, which concerns my compensation as Chairman of the Board for the financial period 2020. The second resolution is called the ex-anti resolution, which concerns the compensation policy of the -- so one is what's behind us in 2020. And the second one concerns the policy on future pay. So the total compensation attributed to me and paid to me as Chairman of the Board of Directors for financial 2020 was EUR 296,228. This includes benefits in kind, including social protection. This amount includes the 20% reduction of my fixed compensation in the second quarter of 2020, a reduction that we decided because of the COVID-19 pandemic for myself and indeed for the Chief Executive Officer. Concerning the compensation policy in addition to advantage benefits in kind and sort of protection, the fixed annual compensation is the only component of the Chairman of the Board's compensation. This fixed compensation has remained unchanged since 2017, and set at EUR 300,000 per year. The Chairman does not receive any other compensation, be variable or exceptional or any other compensation of any sorts related to his -- discontinuation of his functions. Nor does he receive any compensation as a member of the Board. The next topic concerns the compensation of our directors. Again, there are 2 sides to this, 2020 and the compensation policy. In respect of 2020, the Board members received a total of EUR 703,000, that's in total. This is a very slight increase over last year. It's an additional EUR 90,000 despite the fact that we had a very large number of meetings because of the COVID-19 pandemic. This is notably due to the fact that meetings were held largely by video conference. And because of that, they did not give rise to any other additional compensation in lieu of the distance to be covered to attend board meetings when people or members of the Board should, say, live quite far away. Now the compensation policy for our directors. This is resolution #13. It's based on following general principles, which will remain unchanged by comparison with 2020. First of all, stability and durability; secondly, fixed and variable compensation for participation on the Board and specialized committees. The variable component will be larger in compliance with market practices in France and in Europe, additional compensation for Board members who do not live in France and only if they attend board meetings in person or if they travel. And finally, no compensation for the directors who are also executive directors. This brings me to the compensation of the CEO in respect of 2020. In fact, we have 2 resolutions concerning the compensation of our CEO and both are put before you for approval. There's an ex-post resolution concerning Patrick Koller's compensation as CEO in respect of 2020, and an ex-anti resolution concerning the compensation policy for our CEO. Let's begin with his compensation in respect of 2020. As you all know, 2020 was particularly remarkable because of the COVID-19 pandemic. And in fact, a significant part of the CEO's component is based on performance. So over and beyond the mechanical effects of the crisis on variable compensation. Last year, our CEO made a number of significant commitments in order to make efforts as requested of everybody, of all stakeholders. He asked the Board to postpone from 2020 to 2021 increases to his fixed compensation and his attribution of performance-based shares as approved at last year's AGM. He also reduced his fixed compensation by 20% for the entire second quarter of 2020. The overall compensation of our Chief Executive Officer was, because of these aggregate effects, significantly below the level of the previous financial period. His fixed compensation totaled EUR 855,000, which was below the EUR 900,000 he received in 2019. The variable component was EUR 270,000, down 79% on the variable component in 2019. And the variable component, the objective of variable component, long term, that is, has remained at 180% of the basic fixed component rather than the 250% provided in 2020 because of the postponement proposed by the CEO himself and approved by the Board. I would like to underline the fact that to avoid any doubt whatsoever, that despite the very considerable impact of the crisis on the compensation of our Chief Executive Officer, the Board of Directors preferred not to make any adjustment on modification, not to amend compensation policy for 2020 in order for the CEO's compensation to be a good reflection of the impact of the crisis as with all other stakeholders, in particular, the group's shareholders and employees. I'd also like to stress that your CEO did not ask any favor or any derogation from the rules concerning the broader impact of the crisis on the compensation system implemented by the company. And more specifically, performance-based shares attributed to the top 300 executives in the group, including our CEO. Concerning these, the Board of Directors has decided not to make any adjustment whatsoever to plan on #10, in respect of which performance was appraised at year-end 2020. None of the performance criteria were actually fulfilled, a lot of which no shares will be issued in respect to this plan #10. In other words, this plan took in water and remained under the watermark. Furthermore, the Board of Directors decided to mechanically adjusted the qualitative objectives for plan #11, which will be assessed at year-end 2021 in order to align them on the 2022 ambitions and the diversity objectives as revised. These are objectives that were recalled by particular Patrick Koller and Michel Favre earlier on. Let's now move on to the compensation policy for the CEO in 2021. The CEO's compensation policy changed significantly in 2020. In order to impose additional commitments on the CEO, including a no-compete clause and 6 months' notice, in exchange for which is annual fixed compensation will be increased, as would the ceiling for performance-based shares. Now you approved these amendments by a very large score at the last AGM. That resolution was actually approved by 96.69% of you. As previously pointed out, given the COVID-19 pandemic and in order to take part in the efforts requested of the various stakeholders, the CEO decided to waive these increases in 2020 and ask that they be postponed to 2021. So the 2021 [ fixed ] compensation policy will be a continuation of 2020, with in particular, a fixed component of EUR 1 million, an amount which was decided back in 2020, in respect to 2020, but not applied because the CEO himself had requested that the benefit of this increase be postponed by a year. Furthermore, variable components, which will remain stable at 180%, maximum of the fixed component; and thirdly, a long-term variable component amounting to up to a maximum of 250% of the fixed component. This is a count that was decided back in 2020, but not applied in respect to 2020. And so far, the CEO requests that the benefit of this increase also be postponed. The exceptional context in which Faurecia shares were attributed, has led your Board of Directors, after discussions with various investors and before this transaction was carried out, to introduce this year a nonrecurring or exceptional plan for the Executive Committee, including the CEO, now known as an ESPI, the Executive Super Performance Initiative, ESPI. This initiative is intended to help retain members of the Executive Committee at a time when the stability of our team is essential. The purpose is being, first of all, to ensure the group's success, but also to implement the group's performance and growth strategy and creating value in the long-term in the greatest interest of all stakeholders. The Board of Directors has thus decided to opt for a duration of 5 years and a relative total shareholder return at a performance-based condition, which are different to those of recurring plans to [ begin distinguishing ] the 2 mechanisms and their respective objectives. Just a few additional words about the characteristics of this particular [ distro ]. Relative TSR, which is consistent with market practices, compensates long-term value creation and guarantees the alignment of the plan with the interest of shareholders. Secondly, the way the relative TSR is applied has been revised in order to take into account comments from certain shareholders and explained in some detail on our website. Thirdly, performance will be assessed by measuring the position of the TSR as a percentile in relation to the reference group for the same period. I'd also like to underscore the fact that this is important for you, shareholders, that the Board has, at the CEO's request, ensured that these are demanding objectives. Below the 50th percentile, no shares will be attributed in respect of a given year. And to obtain the full amount of potential shares, the 57th percentile would have to be achieved. As for the amount, the maximum amount of the attribution for each beneficiary shall not, at the date of attribution, represent more than 300% -- and upon expiry of the 5-year period, by the way, more than 300% of the fixed annual component with a cap of EUR 2 million, which will be the case for the CEO who could not, therefore, benefit from any more than 200% of his fixed annual compensation. The CEOs compensation policy that I just described gives us -- gives the shareholders visibility for the years to come and guarantees that we will be seeking out or seeking to create value. Ladies and gentlemen, dear shareholders, this brings us the end of the part on governance and compensation. I now propose to listen to and, in fact, to watch Grégory Derouet from Mazars, who will be speaking on behalf of the Statutory Auditors' College, to talk about his reports for today's AGM.

Grégory Derouet

attendee
#16

Ladies and gentlemen, dear shareholders, on behalf of the College of Auditors, Mazar and Ernst & Young Audit, I'm going to present the reports we've prepared for your attention for the fiscal year 2020. We prepared 8 reports for the general meeting. One audit report on the annual accounts of the Faurecia S.E. company; one audit report on the consolidated accounts of the Faurecia Group; one report on regulated agreements; and 5 reports on Resolutions 17 to 25 in the extraordinary part of your general meeting. All these reports were made available to you by the company, besides the first 3 are included in the 2020 Universal Registration Document. Our work was regularly presented to the management, the Audit Committee as well as the Board of Directors of your group. Finally, it was conducted and coordinated by your College of Auditors in all the group's significant entities, both in France and abroad. I propose not to read our report extensively, but rather to summarize the key points in the order of resolutions you'll be asked to vote on during this general meeting. Regarding our report on the annual accounts presented on Page 165 of the 2020 Universal registration document, the key audit matter relates to the valuation of participatory shares. We certify the annual accounts of the parent company unreservedly. Regarding our report on the group's consolidated accounts presented on Page 133 of the 2020 Universal Registration Document, our approach took account of your group specificities, especially in terms of business and changes in scope, organization, accounting rules and internal control systems in place. Our due diligence was adapted to the specific conditions related to the COVID-19 pandemic and key audit matters related to the consolidated accounts comprised the valuation of the recoverable amount of goodwill, the booking and valuation of the recoverable amount of development costs and lastly, the recognition and recoverable character of deferred tax assets. For each of these key matters, we perform those procedures, which we considered necessary. We specifically examined the main assumptions and estimates used by the management and we made sure that the annexes to the consolidated accounts provided adequate information. We certify the group's consolidated accounts presented here unreservedly. Regarding our report on regulated agreements presented on Page 284 of the 2020 Universal Registration Document, we were not notified of any new convention authorized and signed during the past year to be submitted to your general meeting's approval. Finally, for the extraordinary part of your General meeting, we issued reports on the following resolutions. Resolutions 17 to 21 on proposed delegations to the Board of Directors to issue various shares and securities without and/or with preferential subscription rights; Resolution 22 on the authorization to grant existing or future performance shares; Resolution 23 on the issuance of ordinary shares and/or various securities of the company reserved to members of the company savings plan; Resolution 24 on the issuance of securities without preferential subscription rights; and finally, Resolution 25 related to capital reduction. We have no observations to make regarding these operations, which comply with the provisions of the Code of Commerce. Ladies and gentlemen, dear shareholders, this was a summary of our reports issued for the fiscal year 2020. Thank you for your attention.

Michel de Rosen

executive
#17

I would like to thank Grégory Derouet and the College of Statutory Auditors for this presentation, and I'd like to commend them for their clarity and concision. The shorter, the better. We will now move on to the questions-and-answers session, and I will ask Nolwenn Delaunay to tell us whether there are any questions. And if so, what are they?

Nolwenn Delaunay

executive
#18

Thank you, Michel. We did not receive any written questions as provided for by the Code of Commerce, but we made a platform available to our shareholders, so that they could send written questions including during this general meeting session, and you can carry on sending questions. And we've received 2 questions, which I'm going to read and distribute to my colleagues. The first one maybe for Patrick. When is there going to be a merger between Faurecia and Valeo?

Patrick Koller

executive
#19

Well, this option is not on the strategic priorities for the group.

Nolwenn Delaunay

executive
#20

Thank you, Patrick. Second question for our Chief Financial Officer, Michel Favre, about the level of dividend, a EUR 1 dividend. Is it enough? Maybe a EUR 2 dividend would have been better suited given that no dividends were paid out last year?

Michel Favre

executive
#21

Well, first of all, technically, we could pay more dividends because we have distributable reserves within the parent company. But I'll remind you of the group policy, which asks for more visibility. Because of the spin-off, it was important to show a 3-year, even a 5-year plan until 2025. 40% of cash is dedicated to dividend payouts and share buybacks. If we paid more, we would have exceeded this threshold. I think that visibility matters. And secondly, as you saw earlier, we are committed to growing the dividend year after year.

Nolwenn Delaunay

executive
#22

Thank you for these answers, both very concise and clear.

Michel de Rosen

executive
#23

There are no further questions?

Nolwenn Delaunay

executive
#24

No further questions.

Michel de Rosen

executive
#25

Well, ladies and gentlemen, dear shareholders, we'll now move on to the last part of this general meeting, where we're going to vote on the resolutions. Well, you have already voted. We'd like to thank you for that, and Nolwenn Delaunay will present the results of the vote.

Nolwenn Delaunay

executive
#26

Thank you, Michel. First of all, I'd like to remind you of the voting matters. The resolutions for the ordinary meeting should have a simple majority of votes by shareholders represented and who have voted by mail. So 46,822,553 votes. For extraordinary resolutions, they should have 2/3 of the votes of shareholders represented and who have voted by mail or 62,430,070 votes. As the Chairman said, you can have the full text of resolutions in the convening brochure that was made available on the website of Faurecia. And so given the specific way in which the general meeting takes place, votes were cast before the general meeting until 3:00 p.m. yesterday for votes cast by electronic vote. I will now read the -- each resolution and the result of the vote, starting with the first resolutions for the ordinary part of the meeting. The first resolution is about the approval of the parent company accounts. It is adopted with 99.44% of the votes. Resolution #2 about the approval of the consolidated accounts for FY 2020 is adopted with 99.96% of the votes. Resolution 3 about the setting of the approval -- appropriation of income and setting of the dividend, approved with 99.38% of the votes. Resolution #4, related to the absence of new regulated agreements in 2020 adopted with over 99.99% of the votes. The following resolutions relate to governance and the mandate of some of our directors. Resolution #5 on the ratification of the cooptation of Jean-Bernard Lévy as Director, adopted with 97.01% of the votes. Resolution 6 on the reappointment as Director of Patrick Koller, resolution adopted with 99.76% of the votes. Resolution 7 on the reappointment as Director of Penelope Herscher, adopted with 94.60% of the vote. Resolution #8 on the reappointment as Director of Valérie Landon adopted with 99.32% of the vote. Resolution #9 regarding the appointment of the Peugeot 1810 company as Director, with Robert Peugeot as permanent representative, adopted with 65.72% of the vote. Resolution #10. I will now move on to the resolutions related to the remuneration of corporate officers and directors of the group with #10 about the information required by the Code of Commerce on the remuneration of corporate officers, adopted with 97.65% of the vote. Resolution 11 on the ex-post vote on 2020 compensation for the Chairman of the Board, adopted with 99.98% of the votes. Resolution 12 related to the ex-post vote on the 2020 compensation for the CEO, adopted with 91.47% of the vote. Resolution 13 about the remuneration policy for Directors, adopted 99.95%. Resolution 14 about the remuneration policy for the Chairman of the Board of Directors, adopted with 99.98% of the votes. Resolution 15 on the remuneration policy for the Chief Executive Officer, adopted with 77.05% of the votes. Resolution 16 authorizing the Board of Directors to carry out share buybacks, adopted with 97.42% of the votes. And lastly, the last resolution for the Ordinary General Meeting, resolution 28, powers for formalities, adopted with over 99.99% of the votes. Let's now move on to the resolutions for the Extraordinary General Meeting, starting with resolution -- with financial resolutions. Resolution 17 allows the board to increase capital with preferential subscription rights. It is adopted with 97.56% of the vote. Resolution 18 allows the board to carry out capital increases without preferential subscription rights via public offerings, adopted with 94.19% of the votes. Resolution 19 allows the board to carry out capital increases without preferential rights with private placements, adopted with 90.74% of the votes. Resolution 20 authorizes to increase the amount of issuances provided for in the previous 3 resolutions in case of excess demand, adopted with 89.05% of the votes. Resolution 21 allows the board to issue securities to compensate contributions in kind made to the company without any preferential subscription rights, adopted with 98.02% of the vote. #22 allows the Board to grant free performance shares to employees and corporate officers, adopted with 92.11% of the votes. Resolution 23 authorizes the company to issue securities reserved to employees without preferential rights, adopted with 94.62% of the votes. Resolution 24 allows the company to increase capital by reserving into a category of beneficiaries without preferential subscription right, it's adopted with 95.76% of the votes. And then resolution 25, the last financial resolution, allows the Board to reduce capital by cancellation of shares, adopted with 99.66% of the votes. The last 2 resolutions will amend the articles of association. #26 to simplify the notification requirements for statutory threshold excesses, adopted with 97.56% of the vote. Resolution 27 is about -- brings our articles of association in compliance with the law, about 2 things: compensation of Directors and regulated agreements, adopted with 99.16% of the votes. All the resolutions were therefore adopted. I will now give the floor to our Chairman to close this meeting.

Michel de Rosen

executive
#27

Thank you, Nolwenn Delaunay for reading the results. I am sure that everyone listened intently. These are major resolutions, which are going to shape the living conditions of the company for the next year until the next general meeting. So these are major decisions. Thank you, dear shareholders, first of all, for taking part in the vote, but also for massively supporting the recommendations of the Board of Directors on these many different topics. And if you'll allow me, ladies and gentlemen, dear shareholders, although we're not all together here in the same room today, in your behalf, I would like to thank the management, Patrick Koller and his whole management team and all of the company's employees for the extraordinary work that they did in 2020 and which is still going on. There were challenges in 2020. There are new challenges in 2021 and the energy with which the company is led by Patrick is always a matter of admiration for me. So in this very solemn moment of the general meeting, on behalf of the shareholders, I would like to say congratulations and thank you to Patrick and his team. There are no further items on the agenda. I will adjourn this meeting at 4:00 p.m. I think it's exactly 4:00 p.m. Sorry. I would also like to thank the technicians. You can't see them, ladies and gentlemen, dear shareholders, they're in the dark at the back of the room, but it's thanks to them that the general meeting could take place so smoothly. So thank you to everyone for your excellent work. And also our tellers, well, they seem -- they seem to be satisfied with their work. Yes, I'm looking at them. They haven't identified any reasons for concern. See you all next week, and we all hope that next time, we're going to be in the same room and that we can look at each other in the eye and talk to each other directly, which we were not able to do -- haven't been able to do in a long while.

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