Forvia SE ($FRVIA)
Earnings Call Transcript · June 4, 2026
Highlights from the call
In the Q1 2026 earnings call for Forvia SE, the company reported revenues of EUR 26.2 billion, which was stable on an organic basis, and an operating profit margin of 5.6%, up 40 basis points year-over-year. However, the company also reported a net loss of EUR 2.1 billion due to one-off charges related to portfolio restructuring. Management maintained guidance for 2026, projecting revenues between EUR 20 billion and EUR 21 billion and an operating margin of 6.0% to 6.5%, indicating a focus on financial strengthening and strategic transformation under the Ignite plan.
Main topics
- Revenue Performance: Forvia reported revenues of EUR 26.2 billion for 2025, with stable organic growth despite a challenging market. Management noted, "Sales were stable on an organic basis that is without FX," indicating resilience in their core operations.
- Net Loss and One-off Charges: The company experienced a net loss of EUR 2.1 billion, attributed to non-cash one-off charges related to portfolio restructuring. CFO Olivier Durand stated, "These one-off charges are worth EUR 1.8 billion," highlighting the impact of strategic decisions on financial results.
- Divestiture of Interiors Business: The planned sale of the interiors business to Apollo for EUR 1.82 billion is a key milestone in Forvia's Ignite strategy, expected to reduce net debt by at least EUR 1 billion. Martin Fischer emphasized, "This project truly reflects on the strength and leadership of Forvia Interiors," indicating a strategic pivot.
- Guidance for 2026: Management maintained guidance for 2026, projecting revenues of EUR 20 billion to EUR 21 billion and an operating margin between 6.0% and 6.5%. Fischer noted, "We expect the finalization by the end of the year," regarding the divestiture, which should strengthen financial performance.
- Cash Flow Improvement: Net cash flow improved significantly, increasing by 47% to EUR 962 million, reflecting better operational efficiency. Durand remarked, "This growth results from a better EBITDA and lower CapEx," showcasing effective cost management.
Key metrics mentioned
- Revenue: EUR 26.2 billion (vs EUR 21.3 billion in 2025, stable on an organic basis)
- Operating Margin: 5.6% (up from 5.2% in 2024, reflecting cost control efforts)
- Net Loss: EUR 2.1 billion (due to one-off charges related to restructuring)
- Net Cash Flow: EUR 962 million (up 47% year-over-year, indicating improved operational efficiency)
- Debt Reduction: EUR 1 billion (expected reduction from the sale of the interiors business)
- Guidance Revenue Range: EUR 20 billion - EUR 21 billion (for 2026, maintaining focus on financial strengthening)
Forvia's Q1 2026 earnings call highlighted significant strategic shifts and a focus on financial strengthening through the Ignite plan. While the net loss raises concerns, the divestiture of the interiors business and improved cash flow metrics are positive indicators. Investors should monitor the execution of the Ignite strategy and its impact on future performance as key catalysts.
Earnings Call Speaker Segments
Michel de Rosen
Executives[Interpreted] Ladies and gentlemen, dear shareholders, I'm delighted to welcome you to Forvia's combined Annual General Meeting. For those of you who do not know me, I'm Michel de Rosen. I'm Chairman of the Board of Directors of Forvia and joining me today are Martin Fischer, who is Chief Executive Officer; Olivier Durand, the Chief Financial Officer; and Jill Greene, who's General Counsel and company secretary. Thank you for coming today. I'd like to thank the -- many shareholders have already cast their votes by post and indeed, those following the meeting online. As you know, this meeting is being streamed live on our website. It's being recorded and will be made available [indiscernible]. I should also like to thank the members of the Board of Directors who are here with us in the room who are following this meeting online. And finally, I'd like to thank everyone who's helped organize this Annual General Meeting, and we will ensure AG runs professionally. Forvia's AGM is a key opportunity to provide information and engagement with our shareholders on what issues critical to the group -- year group. In 2025, despite turbulence and uncertainty, Forvia delivered a strong performance. In terms of sustainability, innovation and indeed, the commercial momentum while continuing to prepare for the future. Forvia's share price nevertheless remained unsatisfactory in 2025. To level that does not reflect our company's potential. Although share price has risen, it still remains well below our ambitions. With Ignite, the new strategy unveiled at our Capital Markets Day on 24 February 2026 and which Martin Fischer will present to you in detail at this AGM. We have a framework to enhance our collective performance. Ignite charts a 2-stage course, combining accelerated execution, discipline and short-term financial strengthening in the short term with a clear ambition for growth in leadership post-2028. The finalization of the proposed sale of our interiors business to the Apollo Investment Fund will be, of course, a key milestone in implementing the strategy. Martin joined the company in 2024 and being appointed Chief Executive Officer in March 2025. Martin Fisher is an outstanding leader, who brings fresh energy, new perspective and a management culture that emphasizes performance, delegation and accountability -- in a world where uncertainty has become the norm his motto do deliver. It doesn't sound quite as good in French because in English, you have 3D [Foreign Language] doesn't sound quite as nice. Anyway, his motto supports the simplification, the transformation of the group and indeed the cultural renewal very much needed to strengthen agility and competitiveness. The Board of Directors is, of course, fully committed to this momentum driven by Martin Fischer and changes in the membership reflect this, and I would therefore like to work on Pierre-André de Chalendar, who joined the Board as a Non-Executive Director in September 2025. And Lutz Meschke as a director in January 2026. The recognized experience feeds into our long-term vision, that enriches the board's wisdom indeed, it enhances our own ability to manage complexity. I have had the honor of chairing this group for 10 years and as my term as Chairman of the Board of directors comes to an end today. I'd like to express my deep gratitude to the Board of Directors, but also turn off a Martin Fischer and indeed to all our team. And also to you, our shareholders, and to our suppliers and customers who inspire us every day to aim even higher. Forvia I'm about to leave will be certainly different from the one I joined back in 2016. It's more tech-focused. It is active in electronics, in lighting, it's stronger in Asia, and it's got enhanced capabilities in research, development and innovation. Forvia is now firmly committed to the part against climate change and is treating diversity as a key strategic driver and yet and yet, over the past 10 years, some features of Forvia have remained unchanged. Our fighting spirit, courage, ability to change, to transform, quality, special focus on customers, but indeed a deep ambition to build something together that transcends us. Now if you give your approval today, well, then Pierre-André de Chalendar will become a Director and then will be Chairman of the Board of Forvia. I know him well. I've known him for years. He's a great industrialist. He's both experienced, talented and attentive. These are the qualities and together with the Board of Directors and Martin Fischer, he will certainly lead our group to success. Now to conclude this introduction, I'd like to thank you, shareholders, for your trust, your patience and indeed, for leaving a vision for years long-term value. I'll turn now to the executives the room, I'd like to welcome the members of the Board who will be speaking alongside me. We have Denis Mercier, who is in the front row. He chairs the Compensation Committee; and Jean-Bernard Levy also in the front row, who shares the Governance Appointments and Sustainable Development Committee. Each of them will present a report on the key issues addressed by their respective committees. And we also have quite obviously, Pierre-André de Chalendar, who's appointment as Director is, as I mentioned earlier, subject to a vote by this meeting. I'd also like to ask the Esther Gaide who chairs the Audit Committee; Valerie Landau, who is a member of the Audit Committee we thought that Robert Peugeot would be with us but now it would be Thierry Peugeot. Thierry Peugeot has been a long-term director of Forvia and lead. His name is enough legitimacy for him to be with us. And Emmanuel Poch, he is an employee directors, but I'm sure he could make it today. In any event, this combined general meeting of shareholders is convened on first call, the statutory notices regarding the convening of the meeting were published within the statutory time limits the financial statements report documents required to be made available to shareholders have been made available in accordance with applicable legal and regulatory provisions and these documents I'm not going to read them out. The documents then are located on the table to my right there. There's a green binder there right at the front of the room, and it's out there if anybody wants to look at them. And now we shall now form the bureau verify the quorum and indeed go through the agenda, the meeting item amongst the shareholders either present or represented. We have Well, Societe Peugeot, the company Peugeot 1810, represented by Guillaume Falgier, who is here in the front row. And the investment fund [indiscernible] is represented by Christina also on the front row society Peugeot 1810 in the [indiscernible] Fund the shareholders with a high number of votes. And I just checked they've agreed to take on this also. They have been appointed as vote takers as scrutineers for this meeting, and I'd like to thank them. Also Mrs. Fabienne Laval Esquire and Stephane Vancamel, who is the judicial offices, and they are attending this AGM at our own request to certified it's proceeding. So I would like to thank you both for your assistance. If any, I suggest that should act as Secretary for the beginning. I'd like to thank her in keeping with relevant provisions. It is for me to chair this AGM in my capacity as Chairman of directors, I'd like to remind you that in Ordinary resolutions meeting me [indiscernible] is 1/5 of the shares carrying voting rights are presented and for the extraordinary part 1/4 of the shares carrying voting rights being represented or being present. Forvia's share capital includes 19,789,340 shares. The number of shares you have to remove -- the treasury shares held by Forvia, it's 1.21 million and so you get the actual number needed for the quorum. The number of shares held by shareholders present represented or having voted by post or indeed online or having given a proxy is 123,137,826 and so that is 62.87% of all shares carrying voting rights. That is percentage, a lot higher than the 20% and 25% quorum is required for the validity of the resolutions of the ordinary and extraordinary part of the AGM convened on recall first call. So having reached that forum, the meeting may vote in full legitimacy. And I'd like to point out that when the meeting acts under the term of the ordinary AGM, resolutions are adopted by a simple majority and for the extraordinary part, the resolutions must be adopted by a 2/3 majority. Finally, I would like to remind you that this meeting is called upon to address the items on the agenda, which we passed on -- which was included in the notice of meeting, but made available to you prior, of course, to this meeting. No amendments were made to this agenda. And so therefore, I propose not to read it out in full. And so therefore, I declare this meeting open. It was a rather lengthy introduction, but that's the way you're supposed to do things to be in line with regulations. In any case, the agenda will include the following items: Ignite our strategic growth map by Martin Fischer, the 2025 financial results and 2026 outlook by Olivier Durand, governance and sustainable development by Jean-Bernard Levy, compensation of corporate officers by Denis Mercier. The report of statutory auditors on Forvia's financial statements and CSRD. The Q&A session, of course, and finally, the vote on resolution. Martin Fischers presentations will be partly in French and partly in English. And so for anybody needing this, of course, you may wish to wear headsets to follow the translation. I will call on Martin Fischer to introduce the first topic and [indiscernible] Ignite our strategic roadmap. Martin?
Martin Fischer
Executives[Interpreted] Thank you, Michel. Dear shareholders, as member of the Board, first of all, I'd like to warmly Michel and the entire Board of Directors for the trust they have placed in me throughout my first year in office. I'd like to -- we thank Michel for his support his availability, his wise advice. It's a real honor and pleasure for me to work with him. Arriving at Forvia, I became convinced of the need to rally the entire organization around 3 strategic priorities: performance, transformation and culture. The year 2025 proved to be a real test. Many challenges, that our performance in 2025 demonstrated our ability to make headway in a particularly complex and demanding environment that's confirming the validity of our strategy. These results reflect a tangible financial success. Olivier Durand will come to that in a moment. Motive 2025 also marked the beginning of a structuring transformation of a model and a -- on a sustainable renewal of our culture. In a matter of 1 year, we managed to achieve major change with the collective energy, the spirit of initiative and indeed, the constant commitment of the Forvia teams and I'd like to thank them whole heartedly. Based on this sound foundation, we opened a new chapter in early 2026, with the launch of the Ignite tend that was announced at our Capital Markets Day on 24 February. Now this plan proposes to generate sustainable growth and indeed a dependable financial performance, accelerating as of 2028, with clear priorities and a solid foundation Forvia can focus on what matters most and achieve its full potential. In other words, becoming a global technology company lead companies serving its customers driven by culture of commitment and accountability. Let's take a look at the years ambition and I'll switch to English. And then I'll give the floor to Olivier Durand for the financial section. And finally, I'll share with you the major lines of our strategic road map, Ignite. And now I call on Jill Greene to give -- say a few words about the next presentations.
Jill Greene
ExecutivesSo this legal notice, I'll do in English. As you are all well aware, we have announced previously this year, the divestiture of the interiors business, which includes a major scope change and requires the application of IFRS 5 accounting treatment in the financial statements. The businesses respectively retrospectively been classified as discontinued operations. And therefore, today, all of the 2025 figures shall be presented before IFRS 5 application unless we state otherwise in the slides. -- and all financial objectives from 2026 onwards will be presented under the IFRS 5 application. With regard to our universal registration document, please note that the figures are presented both with and without the application of IFRS 5. With that, legal is out of the way, Martin, please continue.
Martin Fischer
Executives[Interpreted] Thank you, Jill. So let's review the past year, and this year has certainly challenged our industry with quite some uncertainty. I'm very proud to say FORVIA in these circumstances has proven our ability to absorb shocks, to stay a demanding course and to continue to deliver. And reflecting on that year, I have to say the enablers for that have been very disciplined management, strong execution skills and solid innovation in the back. So that momentum is now anchored in our strategy, Ignite, which we have presented over the Capital Markets Day on February 24. So Ignite provides a clear and a very structured road map, and it's designed to sustain performance and unlock long-term value for Forvia and you, our shareholders. Let's have a look at the following video. -- so as you can see, we have a clear ambition to shape the company as a leading and future-ready player. And our vision has 3 pillars to stand on. And that's a tech-driven company. We are driving through strong innovation capabilities. We have developed a true global reach being close to all markets and all of our customers. And then we have a high-performance culture in place that is driven by empowerment and accountability. It is a major enterprise with our EUR 26 billion in automotive sales last year, and we are very well distributed over the globe with a presence not only in our home turf, Europe, but with more than 50% of our sales coming out of the Americas and out of Asia. When we look at the shareholder structure, it reflects on the group's recent history. So following the spin-off from PSA and Stellantis in 2021 and then the HELLA integration in 2022, Exor and Peugeot 1810 hold approximately 5% and 3% of our shares. And then the Hook family holds about 90% of our capital. Also here in France, we have the CDC Group representing 5%, thereof 2% being in the ownership of BPI France. The remaining 76% of our shares are free float, owned to 10% by retail shareholders and 66% institutional shareholders. Within the 66%, we have 10% based in France again. So the group is going to change phase. Michel referred to that. So I'm happy to report that end of April, we have signed an agreement to sell our Interiors business to Apollo. The deal is signed at expected terms in a challenging environment. So the enterprise value comes to EUR 1.82 billion, and this will allow us to reduce our net debt by at least EUR 1 billion upon closing. More financial details will come from Olivier. So this project, in fact, represents a key milestone in the execution of our Forvia Ignite strategy because it will enable Forvia to focus on high value-added and technology-driven activities. And as I mentioned, at the same time, it's strengthening our financial structure. From where we stand, the project is now subject to works council consultations and the customary regulatory approvals. This project truly reflects on the strength and the leadership of Forvia Interiors as well as the expertise and the commitment of its teams. And I would like to express my deep appreciation for the work that the Interiors team has done in the last year, running the daily business and at the same time, preparing for the divestment project. Apollo coming in as a dedicated owner of Interiors will take this business forward into a prosperous future. So now let's dive into Ignite. It's our medium-term strategy ambition. We drive what matters today, and we unlock what's next. So it's a sequenced road map for long-term value creation. We refer to 2025 as our year 0 because the results we could attain make that ambition of Ignite credible. Ignite is a sequence road map in 2 parts. So the Phase #1, 2025 through 2028, it's all about discipline and focus. We want to streamline our portfolio, focus on execution, deliver profit and cash and thereby deleverage, improve our balance sheet. First proof points have been through our initiatives such as EU FORWARD, Simplify, you have recognized our new investment discipline. And finally, the divestiture from the Interiors business. So by 2028, we will have a very solid foundation accomplished with a healthy portfolio and a solid balance sheet. And that opens up the way into Phase 2, where we want to lead and grow. We want to grow much faster and the result will be a stronger, more focused and more competitive for Forvia. So I'm very pleased this morning to report out on progress from year 0 on all of our 3 strategic priorities. Remember, it's performance, it's transformation and it's culture. So on the performance side, we delivered much better margins, 40 basis points up from 2024. And also, we improved our net cash flow by plus 50%, all that being delivered at a better quality. On the business transformation side, good amount of focus went into structuring the portfolio. And again, the divestiture of Interiors is one of the proof points where we want to go with the company. Those clear portfolio decisions, on the other hand, led to impairments and a net loss of EUR 2.1 billion reported in our prior event. We certainly do not take that any lightly. But at this point, I want to also clearly mention that this loss is in the interest of the future portfolio, and it is not cash relevant. Third pillar, our invigorating culture. Our operating model is changing. We are refreshing and simplifying our organization in order to become more agile. We will be more to the point of views, we are going to be closer to the markets and improve and accelerate our decision-making. So Olivier is going to complete that chapter here with more details on the 2025 results in just a little bit. Now let's go into the 3 pillars of Ignite and transformation is certainly the key pillar because here, it's about strategic clarity and our portfolio choices. We want to play in attractive market segments that grow, and we want to play in those segments where we also have a strong right to win. So let's look at the entire portfolio first. The industry has really been reshaped by quite a few powerful shifts. You see them on top of the slides. Clean mobility basically coming in the form of electrification at different speeds in different regions. We have connectivity as consumers, as drivers, as passengers, we want to be always on in a seamless way. The software-defined vehicle truly changes the architecture electrically for a car. It's being simplified. But at the same time, it offers new features in the form of software that can be updated at all times along the vehicle life cycle. And then the trend that's really moving safety and comfort is certainly coming from automated and autonomous vehicles. Forvia has built a portfolio that very well caters to all these trends. So we are strongly positioned to benefit from the respective growth of these trends. More than that, we are not only following the trends, but with our technology, we are shaping these trends. And here, I want to give you a couple of examples from the past year of what innovation means at Forvia. These are products where we either acquired first businesses with customers or brought them to series production in 2025. Let's talk about the software-defined vehicle, and we'll go deeper into that technology since again, it really constitutes a significant change of vehicles in their architecture. Here, we have attained new businesses from numerous customers to deliver zonal modules. And you'll see a little later, we are really proud of that technology where we start from chip design, go into hardware integration and deliver the software for those zonal modules. Second example, our 3D Zen mechanical massage seat, an idea where the massage and therefore, the comfort gets a little bit more intense, a little bit more tangible than in what you might know from conventional massage seats. From invention and the first demonstration in China to industrialization and start of production, it took only 12 months. So it's not only a great technology feature, it's also a proof point that we move at the speed of the world right now. Third one, flat light technology for signal lights. Here, we have a new technology that reduces energy consumption by 40%, weight by 80% and gets really small in packaging. So that's a real breakthrough in terms of tail lights where you need these kind of signal lightings also in headlamps. And the fourth example comes from the field of clean mobility. The trend of hybrids and range extenders as propulsion sources requires smaller packages for our exhaust systems, and that's what we have developed and delivered to customers together with new functionality to reduce noise and vibration in these cars that are expected to be rather silent because most of the time, they drive electrically. You don't want to be disturbed by a combustion engine coming up. So here are 4 completely different fields where you develop a sense on how we lead through technology. So now let's pull out and let's look at our product portfolio in a broader way. Under Ignite, we have split the portfolio in 2 clusters, the growth cluster and the value cluster. These clusters take different roles in our strategy and value creation. So in the growth field, we have electronics and Seating. And again, these are markets that grow in an attractive manner. And we have a strong right to win. That's why electronics and seating ended up there. Priorities are innovation, technology, a very diversified customer base and last not least, the growth that you would expect in a growth cluster. So here we are ready to invest in a disciplined manner. On the other hand, you see the value cluster of clean mobility, life cycle solutions, lighting and Clarion. This cluster is equally important, but with a different role. So here, the focus goes on performance and value generation. Also, we have strategic flexibility for possible further divestment from that value cluster. So this clarity and focus enables us to allocate our resources, our CapEx in a good manner to enjoy best profitable growth from Forvia. And it goes without saying the various clusters have also different requirements in management. So now I would like to go through our different business groups and start with the business groups in the growth cluster. Let's talk electronics first. We enjoy top 3 positions already in body electronics, energy management components and radar. And you see that as we speak, we enjoy growth rates of 10% per year and we intend to further increase the growth beyond 2028. That's why we are doubling down in certain technologies such as zonal modules, and we are going to get to the detail of that. Battery and power electronics, basically driven by the electrification of vehicles and incabin electronics as safety and comfort feature. So now let's dig deep into Zonal architectures, and we want to show what differentiates Forvia in that very attractive space. [Presentation]
Martin Fischer
Executives[Interpreted] So this product range clearly identifies the competencies and the capabilities of our teams that help to differentiate. Let's move into the second growth cluster member, and that's the Seating business. We are enjoying growth here as well from 2025 to 2028, of about 2% per year, and I want to drive that up to 4% beyond 2028. So that has to do with a steady growth of our passenger car business but then also about tapping into new revenue pools. So. First of all, there is good growth in the content of seats. So the market requires additional comfort features, additional safety in the seats, wellness features and also making seeds more sustainable, drives value and content in those. We certainly play from a good strength in China with our Seating business, we are now moving into the broader Asia to expand our customer, such as in India and with the Japanese customers. Another field of expansion is the extension from passenger car into commercial vehicle applications. That is a relatively new space for us where we got a good foothold for growth. And last not least, we look also for strategic partnerships in that range that can act as a growth driver. So 2 strong fields in electronics and seating driving the growth. Now let's get to the value cluster. Lighting and Clarion are clearly here to unlock operational upside. So we are the undisputed tech leader in lighting, and I have a full offer of product range for our customers globally. At the same time, in the past, we focus very much on premium business. We are now at a point in life that we want to extend that and also cover the volume market segment. This comes with clear cost focus and investment discipline that we need for Forvia HELLA lighting. Clarion our business for cockpit electronics is also working on its competitiveness. It is with plenty of software involved in R&D intense business. and we are rationalizing that R&D spend and also here go for partnerships in order to share the burden in order to bring product to the road. So in summary, we want to transform both businesses with focus on performance, profit and cash. The next 2 businesses are clean mobility and life cycle solutions and they are clearly focused and delivering on cash generation. So Clean Mobility is the world market leader with about EUR 4 billion of sales. And we have a bit of renaissance going for that business due to the continued life of the internal combustion engines and also the need of exhaust systems for hybrid applications. So the goal is here we keep loading our global capacities by gaining market share in a market that elsewise is declining due to still a reduction of combustion engines. So here, we enjoy double-digit margins and a very strong cash generation. Last not least, Life cycle Solutions is a EUR 1 billion business where we strongly leveraged the HELLA brand and we have very good synergies to enjoy between our original equipment business, our workshop diagnostics and aftermarket sales channels. So we enjoy resilient margins and a robust cash flow out. So again, both of these businesses stand for cash generation and balance sheet strength. So we are talking a lot about growth and for all of our businesses in the growth and the value cluster, they are dimensions that we want to further explore and exploit. First of all, we have a strong foothold in China. The last year was outstanding with an intake of EUR 8 billion just in China. They are of 80% with the domestic Chinese OEMs. So that is a place to expand further. And we are now completing our customer portfolio with new coming and incoming customers in China. Furthermore, we can also join the Chinese customers on their global endeavors. So them investing in Europe, in the Americas way of choice. So we supply our Chinese customers also globally. When we look into Japanese and Korean OEMs, also here, we strive for a stronger representation and that's happening on the base of a very strong innovative product portfolio and our global footprint. So our success in China these days makes us attractive also for the Japanese and Korean customers. So we carry that strength over. Third pillar, India, it's the strongest market growth right now, and we expect around about 7.5 million light passenger car vehicles in 2030 in India. The good news is as Forvia Via we are strongly present there. So right now, we enjoy sales of EUR 450 million. But what's more impressive is that we have 6,000 people on the ground. They are of about 2,500 engineers. So here, the focus is very clear. We want our competencies, our people now work on the new local market demands to double that business in India by the end of the decade. The last few to mention are commercial vehicles, very attractive marketplace, driven by regulation and innovation and long life spends. And also here, we are not yet fully represented as Forvia. So now various business groups have been successfully acquiring first businesses with commercial vehicle customers. We have a dedicated organization in place. We have specific product lines. And also here, we want to double sales by 2030. All that future orientation, all that transformation depends every single day on our performance. And here's a couple of things. You saw the results, a couple of ingredients and levers that I want to share with you this morning. We can rely on a very unique operating system, which is the Forvia [indiscernible] systems. It gives us a very strong base built on safety, on customer focus and sustainability. You see a couple of results here from last 2 years, in fact. So on the safety bar, you see that our accident rate could be reduced by 60% in just 2 years. And that is due to very consistent application of our standards. On the customer side, quality claims have come down by 1/3 in the last 2 years. Also here, the customers recognize Forvia as being responsive, transparent and proactive when it comes to driving good quality into our products. And last, not least, on the sustainability side, we have exceeded our targets. So the Scope 1 and 2 emissions came down by minus 91% since the reference year 2019, and we could move scope-free emissions down by 24% since 2019. So we keep in a very good alignment with our customers to push the right strategy forward. A key enabler these days is certainly coming from digital and AI. Our ambition is clear. We want to connect and integrate our systems and then scale AI to unlock all the value creation possible. So connectivity is already in good shape with 5,800 connected production lines. So in real time, we get excellently structured and quality data that allow us to optimize the processes, we solve problems and quality issues on the fly and drive overall a stronger plan performance. Coming in last year, second pillar here, I realize that our IT landscape was [indiscernible] scattered. So we launched a project to integrate seamlessly our systems around sales, engineering, purchasing and plants. And that is very important because with that, we get outstanding integrated data at a good quality. And a good data quality is always a prerequisite to successfully apply AI. And here, we are in full swing of a transition. We have started our business transformation studio. That's an executive committee driven initiative where once a month, we meet. We look at project proposals concerning NA, assign funding and then drive consequently the implementation of the changes that come through AI. So more and more processes in Forvia are driven by AI agents and every function from that additional performance. Let's move to the third color now, Ignite culture. We have restored our operating model in the last year, and we have converted into what we call a division-centric operating model. In Forvia terms division, is the regional unit of a global business group. Think about it as Seating North America. So what we have done last year is that we have allocated clear P&L responsibility to these divisions because they are the closest to the respective marketplaces. Also, we have reduced matrix organization. So wherever we could, we assigned resources directly to the divisions. So no conflict of interest, no siloing all in one hand. Also, we have increased the authority limits. So a division leader has good authority to make fast decisions on CapEx or new program acquisitions, et cetera. So the full accountability, the full responsibility as well lies within the hands of our division leaders. Of course, there's good governance from the group level as well, but you understand that level of empowerment. And that's going to make for faster decisions. We are going to be more adaptable to the various needs of various regions and customers. and we generate a much stronger ownership by our teams at the point of use. So this is a key enabler of Ignite. It is very clear that Ignite is driven by our employees and through good leadership, and therefore, we have cultivated 3 leadership principles with Forvia, it's about guide, empower and recognize. So a good leader at Forvia, sets the directions, give the priorities and remove the obstacles for the team. The good leader in powers at the point of impact, it's giving trust it enables -- the good leader enables to deliver and in the end, we are always very self-critical. We want to hold accountable, and it's not only about being critical, but also about recognizing in a good, strong, positive manner. So we want to share our successes and foster good collaboration, therefore. So this leadership performance has been measured. So last year already for the top managers, they got a feedback from their teams on how am I doing in guiding and powering and recognizing. And that impacted the annual performance appraisal of these managers, the top managers at 25% of the appraisal. Now in 2026, we are rolling that out to all the 6,000 managers of Frovia. So you can imagine what strong of a feedback loop that is to encourage guide and power recognize. So this systematic leadership development is absolutely an innovation driver and a transformation driver. Now let's have a look into daily life. And it's about people in the end. So I'm very happy to share a bit of lively situations on empowerment, diversity and solidarity. So with Ignite being in rollout, it's clear we have to communicate a lot. We have to be understood. We have to be supportive. We have to be aligned. And we have set up quite a few communication formats that enabled. So we have general management conferences all over the place. And we have a format for a session call ask me anything, where anybody who has a PC in the company can log on and get into a direct communication with myself and the senior leaders. So we are, in that sense, a learning organization, and it's also nice to tie that to a number. Every single employee at Forvia last year had an average of more than 25 hours of training and development. Second point, diversity. Well, we host people from 140-plus nationalities in 40 countries. And we have also extended and promoted our gender diversity. You see the numbers here on that page. It's important to further strengthen that balance. And finally, a truly proud moment early this year, we have introduced the fovea solidarity Day. So that's a strong collective movement to support our communities and charitable organizations. So in the first months of the year, we have engaged thousands of employees across the world through hundreds of initiatives to support their communities. And all that is also financially sponsored by the Forvia Foundation. So these are very fine moments, and I hope they give you a glimpse on who we are as Forvia also on the human side. Olivier with that, I would like to hand over to you for the 2025 financial results and the 2026 financial outlook.
Olivier Durand
Executives[Interpreted] Thank you, Martin. Good morning, dear shareholders, I'll present the financial performance for 2025 and the outlook of 2026. As Martin pointed out, the year 2025 was year 0 of the Ignite pen. All the indicators prior to the implementation of IFRS 5 as Gill mentioned at the beginning of this session, all the indicators were in line or indeed above the guidance in terms of revenue sales stood at EUR 20 billion on a constant FX basis. Regarding operating profit margin, we were up 40 basis points to 5.6% of revenue. Thanks to reduction of fixed cost and in spite of the context of tariffs in the U.S., we had a significant increase in net cash flow, up 47% to EUR 962 million, but also in qualitative term because this growth is -- results from a better EBITDA and lower CapEx, streamlining of CapEx as a result we had an additional decline in net debt to EUR 600 million. And with that, plus improved EBITDA, we have a gearing ratio went from 2.0x to 1.7x. And then, of course, as Martin pointed out, we had a net loss, net income of EUR 2.1 billion. But that is because we decided to streamline our portfolio, and these are one-off measures. These are noncash measures, and I'll get back to that in a moment. Regarding sales then, we stood at EUR 26.2 billion last year. So between '26 -- well, the difference between the published numbers and the actual, we had an FX effect to the tune of 3% of revenue. That's mostly to do with the U.S. dollar, but also the Chinese renminbi. The FX effects have a little effect on profitability because we mostly buy and sell in the same local currencies, China, Europe and North America. Sales were stable on an organic basis that is without FX. So we had, in fact, plus 1.5% each compared to the markets that were up 3.9%, but there was in tooling, there was decline that came back to normal levels having been abnormally high in 2024. If you break that by region, we had an online growth in Europe and North America, in China, underperformance because the customer mix was unfavorable with the development of BYD. And there was overperformance and that is continuing in South America and indeed in the rest of Asia, that is China, not including China. If you look at this business by business, electronics enjoyed double-digit growth. And so this is a major growth. We had a bounce back in clean mobility mostly in North America because of electrification there, but also we return to growth on life cycle solutions. Seating suffered from the unfavorable customer mix in China and there was a gradual repositioning of lighting. Regarding operating profit or operating margin, we were up 40 basis points from 5.2% of revenue to 5.6% in 2025. This is mostly due to our efforts to cut fixed costs. The EU Forward program, it was launched in 2024. It went full year in 2025. There were 6,000 departures last year out of the 10,000 initially planned. And so that enabled us to see the EUR 165 million. Synergies resulting from the combination of between Forvia and HELLA generated EUR 63 million additional last year. And then a strict control over production costs and operating costs plus a cap on hiring and restriction on travel and discretionary and marketing expenses plus the overall Simplify G&A cost, all that added to the performance. Margins were up in all businesses, except for lighting, electronics, driven by volume and control over R&D, seating in spite of lower volumes. Clean Mobility, thanks to efficiency and productivity gains. Lighting suffered from lower volumes and it started a turnaround program, you'll see the results in the U.S. to come. So by and large, the performance gives a sound foundation, but it also indicates the potential for growth in the company, which remains significant. As mentioned earlier, there's 1 key factor in the development of the growth, and that is the disposal of the interiors business. That disposal will strengthen the company in 2 aspects: number one, to do with streamlining the portfolio, which is much more focused and driven by technology. And the second item, of course, is that the cash flow profile and the financial structure of course, come out stronger as a result. Looking at the various effects of the disposal, let's take a look at the group's performance in 2025 prior and after this operation in pro forma terms, the sales figure was EUR 21.3 billion. The operating margin was 6% because this is, of course, dilutive of the operating profit. Net debt was down by EUR 1.4 billion, gross net debt that is net being down EUR 1 billion as a result of all this. And the gross debt is, of course, gross debt reduction is what enabled us to save on financial expenditure. And you can see starting as of 2027, an additional EUR 50 million to EUR 70 million savings in financial or interest expenses. That transaction is now final and the conditions for closing the only condition precedent or antitrust provisions, but this -- we do not expect any problem there. And so we expect the finalization by the end of the year. Now let me just add that all the disposals since the acquisition of HELLA, including this operation added up to EUR 2.3 billion. And so our group will be much more robust after that transaction is completed. Now if I may, I'd like to take a look at the net loss on the -- of the company to the tune as a said of EUR 2.1 billion. That loss is to do with one-off expenses that are noncash expenses. And that is a result of the necessary transformation and simplification of the company's portfolio. These one-off charges are worth 1 point EUR 8 billon you have some impairment on lighting and electronics on Clarion to the tune of EUR 900 million, EUR 270 million for lighting and EUR 650 million for electronics, mostly Clarion. Then a capital loss on the planned divestiture of Interiors to the tune of EUR 578 million depreciation on Symbio. This is our joint venture on hydrogen batteries, and that is because our main customer shed some shares. And then they were -- is a number on deferred tax assets being reassessed. And so that produces also minus 135. So the one-off charges plus the restructuring costs, which, of course, were at the high point in terms of P&L in 2025 plus financial expenditures remaining high, but that have started to decline. And they will keep coming down. We certainly expect that decline to continue after the sale of the disposal of interiors. So 2025 marked a clear improvement in the group's financial structure. The first item is a leverage ratio down to 1.7x. And that has accelerated compared to previous years. compared with 3.1x at the time of HELLA's acquisition. That improvement will continue in 2026. The expectation is to arrive at 1.5x the compare with a net loss of -- the net debt of EUR 4.5 billion with the proceeds of the sale of Interior. So we're dividing both the debt and the leverage in half compared to what we were after the acquisition of HELLA in 2022. Cash generation and either refinancing operations worth about EUR 3 billion in 2025, of course, improved our debt profile because there's no significant payment before 2027. We have a smoothing of the charges between 2027 and 2023, and that means that there's much less risk there. And then there's a broadening of our liquidity pools because we have access to new credit markets, in particular the -- access to the American bond market, which is the largest and most flexible in the world. Our purpose for 2026 is to keep improving the fundamentals of the company in IFRS 5 standards. So Interior is being counted as a discontinued activity, so below operational indicators. Objectives revenue sales between EUR 20 billion and EUR 21 billion on a constant basis compared with EUR 21.3 billion in 2025. But again, in comparable terms, so applying the IFRS 5 standards, operating margin better than last year from a range or well, ranging between 6.0% and 6.5%. Net cash flow should be at least 3% of sales and the debt to adjusted EBITDA ratio of 1.5x, and that again is, of course, an improvement compared to 2025 way, it was 1.7x. We also fully confirmed this guidance based on sales of EUR 5.1 billion in Q1 alone, and that is very much in line with the trajectory plus additional measures on costs and on resilience spend being rolled out as part of this context of uncertainty due to developments in the Middle East. And by way of conclusion on this financial presentation, let's take a look at the share price and it was affected by the various steps that we took. The share price was upwards of 35% since 2025. And that is, of course, a significant overperformance compared to the reference indicator of the automotive business in Europe, but still the share price is so far acquired from reflecting the achievements indeed, the positive trajectory and potential of this company. The bounce back in the share price in 2025 was hampered by, of course, the outbreak conflict in the Middle East in February. We remain focused on implementing our roadmap and we believe that the gradual improvement of the group's fundamentals is well underway, with the full implementation of Ignite, this will be recognized -- should be recognized by the markets. Thank you very much. And I give the floor back to Martin Fischer.
Martin Fischer
Executives[Interpreted] Thank you, Olivier. Towards the end of Phase I of Ignite and subject the following numbers there. By 2028, we want to arrive at EUR 21 to billion to EUR 22 billion of sales. On a much better focused and better scaling portfolio. Operating margin is expected to exceed 7%. Net cash flow being around 3.5% and very importantly, the leverage ratio coming down to 1.2x, and that will allow Forvia to really accelerate growth, look forward into Phase II of Ignite after 2025 -- 2028, excuse me. So how will this translate in terms of capital allocation policy by 2028 and after -- so as described in the next 3 years, we strengthened our balance sheet further. So we target 1.5x of a leverage ratio in and 1.2x in 2028. So then looking at 2028 and beyond, our shareholders, you will benefit from a solid financial structure, while the company will be able to finance our sustainable growth opportunities. So we remain committed from there to long-term capital return to you, our shareholders. So for 2026, our payment and 2020 performance, the Board proposes no dividend with clearly having our deleveraging priority in the focus. Looking forward, however, the group remains completely committed to consider dividends and share buyback policies,, which will be based on financial results and the financial positioning, both in terms of balance sheet and our leverage ratio. So as a leadership team, we are determined to work towards these forms of capital returns either for dividends and/or share buybacks. So let's summarize. Ignite is a clear step-by-step path to success. We drive what matters now, and we unlock what comes next. Best-in-class performance will show in profit and cash, and therefore, also in terms of deleveraging. So we truly reinforce our foundations, and we can grow from a position of strength. Business Transformation, we are going to pursue that with discipline and focus. We have established our growth and value clusters, and we drive leadership positions in that with clear capital allocation priorities. And the third point, the third branch invigorating our culture we have accountability and empowerment going for the acceleration of the business. We make decisions at the right level with agility, and we drive performance that way. So I am, in summary, highly confident that Ignite delivers sustainable growth, strong financial results and long-term value generation.
Michel de Rosen
Executives[Interpreted] Well, thank you, Martin and Olivier for these very comprehensive presentations. And that will certainly allow shareholders better to understand the priorities, the performance of Forvia. And now I will call on Jean-Bernard Levy, who chairs the governance on Development Committee to introduce these issues of CSR and governance on which the Board of Directors alongside the committee worked in 2025.
Jean-Bernard Levy
Executives[Interpreted]Thank you, Mr. Chairman, ladies and gentlemen, dear shareholders. On behalf of the Board, it is my role to talk about governance and makeup of the Board and sustainable development. The Board of Directors is a diversified Board, an international one with multiple disciplines and skills and it's independent. It is made up of 14 directors, 2 of whom represent employees. Out of 14 directors, there are 5 women, i.e., 42% of the people that we include in these ratios. There are 6 nationalities on the board, bringing key diversified and complementary skills to the Board of Forvia. And finally, 83% of directors are independent, nonexecutive. In 2025, there were 28 meetings of the Board and its committees. This year, we have scheduled, and this is what is -- will be subject to a vote in a few minutes. We are suggesting, as our Chair, Michel de Rosen said, we are suggesting that our shareholders, Pierre-André de Chalendar represented here as an independent director. After the election, it is suggested that the Board will elect him Chairman. So I will invite Pierre-André de Chalendar to join me on stage to introduce himself. A few minutes before you can vote on his appointment. Over to you, Pierre-Andre.
Pierre-André de Chalendar
Executives[Interpreted] Thank you, Jean-Bernard. Ladies and gentlemen, dear shareholders, it is with some emotion, and I have to say real pride that I'm standing before you today before if you so decide before becoming Director of this group. And as Jean-Bernard said, you know that the Board of Directors intends if elected, to make me Chairman. For those of you who don't know me, let me introduce myself, I, first and foremost, an industrial list I've spent most of my professional career 35 years in the Saint-Gobain group, where for 14 years, I was CEO and with a certain lag at the same time, I was also Chairman of the Board of Directors. So I've had long-standing industrial experience and I am passionate with everything that, that means in terms of rigor and being demanding this industrial -- these industrial routes, if you so decide, I will be happy to harness them for Forvia. I would like first and foremost, to thank the entire Board of Directors. The Chairman, the Chairman of the Nominations Committee for their trust in suggesting me for the role of Director and thank you also for letting me step into the Board because as a nonvoting director since the month of September, I could become more familiar with Forvia's activities with its Board of Directors. I could, of course, meet the Chief Executive Officer, Martin and his teams. And these last few months convinced me of how extremely rich and diverse Forvia's team, the men and women who make up the company, its businesses and who provided its ambition. And so I think that I am consequently ready to take on this new role. Here, I wanted to pay especially tribute to Michel de Rosen, who is now leaving the Chair of the Board after over 10 years at Forvia, Michel has been supporting all of its transformations and major changes, especially the integration of HELLA, which I think is one of the most transformational changes in the automotive equipment manufacturer landscape in the last few years, and Michel is now leaving a deeply transformed and well positioned group for the future. I wanted to express my heartfelt gratitude to him for what he did for Forvia and also for the way he's been welcoming me in the last few months on behalf of the group, and I wanted to express my utmost respect. What is my mindset when arriving into the company, I wanted to say that I'm enthusiastic, I am convinced today that Forvia is at a turning point, opening a new page in its history, the Ignite plan that was presented and approved by the Board of Directors is a clear and ambitious strategic roadmap, and it's already underway, refocusing the portfolio, enhancing profitability, reducing leverage, accelerating in the technologies that will shape tomorrow's mobility. I think that this is a trajectory which is both rigorous and future forward. I said that over the last few months, I had the opportunity to meet Martin Fischer, I wanted to say that he is an excellent CEO and the captain that Forvia now needs. With this team, they were able to initiate the plan with great resolve and I'm looking forward to working with him and all directors to contribute to making for the group that we all aim for it to be. So thank you very much. If you so decide thank you for welcoming me as a Director of Forvia.
Michel de Rosen
Executives[Interpreted] Well,, this is the makeup of the Board -- thank you, Pierre-Andre these few words that are very exciting for our future. And de facto, I'm showing you the composition of the Board after the expected approval of Pierre-Andre election as first Director, then Chairman. So before you have the 14 men and women who make up the Board with a brief description of their activities and also, of course, their involvement in the 3 committees that I was mentioning earlier. And here, you can see also how independent the members of the Board. Regarding the Board's activities, a few words about the committees. Ester [indiscernible] is the Chair of the Audit Committee that made 7 times last year. Denis Mercier, who will take the floor [indiscernible] the chair of the Remuneration Committee that made 5 times and I'm the Chair of the Governance Nomination and sustainable commitment -- Sustainable Development Committee that met 6 times. There was a joint audit and Nominations Committee's meeting so that we could work together on something that is a little new that will be recalled by the statutory auditors before in a second, the CSRD report that the approved specifically by the Board in application of EU directives. And that's a very good transition with another activity of the committee, what we are doing in terms of sustainability. Some good news in this area. Firstly, we had a first milestone in 2027 regarding carbon dioxide emissions in the Scope 1 and 2 area. The good news is that we set a goal at minus 80% reduction between 2019 and 2025. We achieved 91%, so it's much better than 80%. And now we also emits half as much as 6 or 7 years ago. What are the key levers for that? First of all, energy savings that we measure as the amount of electricity used EUR 4 million of revenues, minus 33%, the consumption of fossil fuels that is accelerating faster Well, it is reducing faster rather because we are switching to nonfossil sources of energy, minus 56% and a very ambitious policy to decarbonize electricity use worldwide, not just on the territory like France, where energy is decarbonized, but in the whole world, we are able to use 99% of low-carbon electricity as solar and wind powered electricity. Regarding the second main goal in the rollout of our climate roadmap, Scope 3, we are in line with the long-term goals that we had set. We already achieved 24% reduction for Scope 3 emissions compared to 2019. That went through a supply chain involvement so that -- well, for Scope 3 to reduce its emissions, our suppliers need to reduce their emissions. It's a massive endeavor because we have many, many suppliers. Also, we are working on engineering on echo designing our products so that sustainable design is included in the definition of our products from day 1, and we are actively working on what is called the circular economy, and therefore, materials recycling and waste reduction on our production sites and also repairability of the products that we deliver to our clients so that they can be repaired and not just be considered as waste after their first life. Then I wanted to say a word about diversity. We reckon that 1 of the key indicators is the presence of women in 2 key populations in industry -- there are many men, and so we want more women in industry because we think that this will support value creation and performance in the company and so we produced the 2 indicators that you can see here. First of all, in the top 40 -- top 400 managers in the group, the percentage of women that was 15% in 2019 is now 23% at the end of 2025, we're aiming for 30% by 2030. Pand on a wider scope than the top 400 on a scope of 40,000 people, MMP, managers and professionals. We have made a 5 percentage point increase we started at 24% in 2019. We're close to 30% in 2025, and we're aiming for 35% by 2030. We are aiming to be some of the best in this area. We recruit 80% of engineers, whereas women in OECD countries don't even account for 30% of engineering graduates. And so we want to attract a much higher rate of women engineers than what the education system produces. So that's it for my presentation, Mr. Chairman. Thank you, Jean-Bernard. Thank you, Pierre-Andre. I hope that the shareholders present or connected will appreciate the relevance of this information being how these topics, both in terms of governance and sustainability are priorities for Forvia. I will now invite Denis Mercier, Chairman of the Remuneration Committee to please present the information related to the remuneration of corporate officers.
Denis Mercier
Executives[Interpreted] Thank you, Mr. Chairman. Ladies and gentlemen, dear shareholders, on the subject of remuneration. We are presenting 7 to you today, namely resolutions to 12. The sixth resolution relates to the approval of the remuneration paid or awarded to each corporate officer during or in respect of the fiscal year ended on 31st December 2025, namely the Chairman of the Board of Directors, the Chief Executive Officer and the directors. It is noted that the remuneration of each corporate officer will also be the subject of specific resolutions. Regarding the remuneration of the Chairman and the directors -- regarding the remuneration of the Chairman of the Board, it is proposed to you to approve the remuneration paid for the 2025 financial year, which is in accordance with the remuneration policy adopted at the 2025 Annual General Meeting, Resolution 7. And also -- it is proposed that you renew the 2025 remuneration policy in 2026 as approved by the 2025 Annual General Meeting, i.e., a remuneration amount of EUR 400,000 excluding benefits in kind. That's Resolution 11. With regards to the directors' remuneration, the directors received for FY 2025 EUR 1.2 million, corresponding to the full amount authorized by the 2025 AGM. It is proposed that this remuneration policy for directors be renewed for the fiscal year 2026, and that's Resolution 10. Regarding the Chief Executive Officer, Resolution 9 concerns the components of the total remuneration and benefits of any kind paid during the 2025 financial year are awarded in respect of that financial year to Martin Fischer, in his capacity as Chief Executive Officer since the first of March 2025 financial year. [indiscernible] is broken down mostly as follows: a fixed remuneration of EUR 833,333, a variable annual remuneration of EUR 1,462,500 awarded for the 2025 financial year. For the whole year, and which will be paid subject to a favorable vote on this ninth resolution by this meeting. An exceptional remuneration of EUR 585,000 awarded for the 2025 financial year for the whole year, which will be paid also subject to a favorable vote on the ninth resolution by the meeting. Now regarding the remuneration of the CEO, ex [indiscernible] for 2026 for Martin Fischer, the Board of Directors proposes to amend the following elements of the remuneration policy with effect from the first of January 2026, to increase the annual fixed remuneration to EUR 1.1 million. Currently at EUR 1 million, this remuneration is 28% below the median and 39%, the 75th percentile of the reference panel used by Forvia since 2022. Given this market positioning, -- the transformation initiatives launched, as you saw earlier, and the goals achieved by Martin Fischer since the start of this term of office. The proposal is to bring his fixed remuneration in line with his predecessor. A fixed remuneration of EUR 1.1 million will place the Chief Executive Officer at the median of the reference panel in terms of total remuneration on target. The Board of Directors also proposes to amend the criteria for short-term variable remuneration to strengthen quantifiable criteria with a weighting of 80%, including amongst others, to retain the net debt-to-EBITDA ratio to add net cash flow to the financial indicators. Also introduce order intake and amongst the ESG criteria, the accident rate. The following changes reflect the priority that the Board of Directors wishes to focus on -- the Board of Directors also proposes to make the following changes regarding the long-term variable remuneration to replace the external criterion of growth in earnings per share with a total shareholder return criteria, TSR. To reduce the vesting period from 4 to 3 years and to replace 70% of the equity allocation with Phantom shares. As is the case for the group's other nontax residents in France. The elements of the remuneration policy will remain unchanged, including the terms of the severance pay the noncompetition clause, the defined contribution pension scheme and benefits in kind. This closes the section on remuneration. Thank you very much for your attention. And I will hand the floor back to our Chairman.
Michel de Rosen
ExecutivesThank you, Denis, for this very clear report. I would now like to invite Grégory Derouet from Forvia's Mazars to present the reports prepared by -- for this general meeting. by our statutory auditors, our 2 firms, PricewaterhouseCoopers audit and for this Mazars.
Grégory Derouet
AttendeesThank you, Mr. Chairman. Ladies and gentlemen, shareholders, on behalf of the Board of auditors for this Mazar and PricewaterhouseCoopers. I will present the reports that we produced for you for the fiscal year 2025. We issued 9 reports for the general meeting, 1 audit report on the annual accounts of Forvia SE, 1 audit report on the consolidated statements of Forvia Group, 1 certification report sustainability information, 1 report on related party agreements and 5 reports on resolutions 14 to 18 -- 14 to 23 for the extraordinary general meeting. All of these reports were made available by the company. So I will simply give you a summary of the highlights in the order of the resolutions that you'll be asked to vote on. Regarding our report on the annual accounts of Forvia SE, it is -- they are prepared according to French accounting standards. And for our key audit matters, we looked at the valuation of equity shares. We gave a qualified opinion and simply with an opinion on the ANC 22-26 regarding the consolidated statements, they were prepared according to the IFRS references as adopted by the EU. We gave an unqualified opinion on these accounts, we considered as key audit matters, the accounting and presentation of the Interiors business as discontinued operation pursuant to IFRS the assessment of the recoverable value of the goodwill, the accounting and assessment of the recoverable value of development costs and the recognition and the recoverable character of the deferred tax assets. And the checks on the management's report and other documents sent to shareholders do not call for other comments. And we issued a certification report on the sustainability information and verification of the disclosure requirements under Article 8 of the EU regulation for CSRD. Based on these checks, we did not identify any areas emissions or major inconsistencies. For our report on related party agreements, we were not notified of any agreements authorized or concluded during the past financial year and for the extraordinary part of the general meeting, we issued reports as mentioned behind me for Resolutions 14 to 18 on '20, '21 and '22. There are no to make on the operations covered by these resolutions and which are part of the condition provided for in the code of commerce. Pthank you, dear shareholders, for your attention.
Michel de Rosen
ExecutivesI would like to thank Gregor for this presentation, which I comment for its clarity and conciseness. I wanted to add something that was not expected. I would like to say that when the statutory auditors see things are so favorable. It is because the financial team did a good job. So Olivier, please pass congratulations on to your team for the quality of their work. Now let us move on to the Q&A session.In fact, there will be 3 types of questions. First, oral questions asked by our shareholders present here. Maybe the questions that you will ask, then written questions received within the statutory time frame and then the written questions that you were able to ask this morning with forms made available at the entrance of the meeting room. So 3 types. Regarding oral questions, I would ask those of you who want to ask a question to please do so now or in a few minutes. Please keep your questions as concise and clear as possible to leave time for answers. And I would also like to ask those of you who want to ask questions to please introduce themselves before asking their questions. I would like to point some of our answers will be provided in English. And I would also like to say that you can use the translation headsets that were made available to you to receive simultaneous French interpretation, if useful. So my question is, are there any questions in the room? If so, the first thing to do is to raise your hand. Martin, do you see hands raised?
Martin Fischer
ExecutivesNo hands raised, so let's move on.
Michel de Rosen
ExecutivesSince there are no questions from the audience, we'll move on to written questions that we received from our shareholders within the statutory time. We have as many as questions from Wakefield Securities LLC and Wakeland Securities LPE. The answers to these questions will be found available on the website after this AGM. But no, rest assured, we will honor the questions. But to be perfectly clear, people attending this session and people online can read out the answer to the questions. I'll give the floor to Jill Greene, who is our legal Chief Legal Officer, and she will read out the answers we provided as the questions were asked in English, well, Jill will answer in English. It turns out it's just as well because she speaks better English and French. Now a French version, as I said, will be available on the company's website after this AGM. Jill?
Jill Greene
ExecutivesThank you, Michel. With respect to the ongoing advanced pricing agreement, APA, procedure in relation to the use of the fovea trademark by HELLA initiated with the French and German tax authorities we understand has received a questionnaire sent by the French tax authority in April 2026. Does such questionnaire or your initial interactions with the French tax authority give any indications as to whether HELLA and Forvia may use the [indiscernible] trademark without royalty payments. Does each company have a right to use the other company's trademark -- or is it a discretionary and revocable decision of the other company only? And the company's answer. Under the trademark license agreement entered into on September 23, 2024, between fovea and HELLA, Forvia authorizes hella to one, use the Forvia brand; two, the trademarks relating to the term Forvia and three, the inspiring mobility modal with no royalty to be paid or invoiced until the date upon which the German and French authorities have agreed on the tax advance notification procedure, as I mentioned, as APA. The approach that the German and French tax authority shall deem appropriate, shall apply retroactively as of July 1, 2024. Thus, the parties will apply the approach deemed appropriate by the German and French authorities and will be bound by the terms of the APA for the financial conditions of the trademark license agreement. This approach ensures compliance with applicable laws and regulations and in particular, tax regulations and provides a structured framework for financial management related to the use of the Forvia brand. At this stage, the procedure remains ongoing, and there have been no material developments to date. As noted in the question, both the German and French tax authorities have sent normal questionnaires asking additional standard information for this type of procedure. There is no indication at this stage what could be the position of the relevant authorities. The trademark license agreement is only related to the use of the Forvia brand, the trademarks related to the term 4 via and inspiring mobility Motto by HELLA. There is no license agreement granted by HELLA to Forvia for the use of the HELLA brand. Question number two. Could you also indicate when the APA procedure is due to end and whether the trademark license agreement pursuant to which HELLA as licensee may use the Forvia trademark is due to end with the conclusion of the APA or whether it should continue, and if so, for what duration. Could you also confirm that if it is due to continue, it will continue on the terms determined by the APA, what is planned in respect of mutual trademark sharing and royalty payments in the mid and long term. And the company's answer. The trademark license agreement runs until the APA procedure has been concluded. This is expected in 2028. After that, the parties are to discuss whether the agreement will be extended. Forvia has no control over the timing of the reviews by the German and French tax authorities and continue to cooperate with any request received. Upon completion of the APA at the latest, the party shall negotiate in good faith and in a timely manner to determine whether the trademark license agreement shall be renewed. The parties have already agreed to be bound by the terms of the APA for the financial conditions of the renewal of the trademark license agreement. Until the date APA procedure is over, the license under the Tray Mark license agreement shall continue to be granted with no royalty paid or invoiced. The approach to be determined by the German and French tax authorities shall, as I said, applied retroactively from July 1, 2024. Thus, the parties will apply the approach deemed appropriate by the French and German tax authorities. And accordingly, we will be bound by the appropriate terms of the APA for the financial conditions of the trademark license agreement. As I said before, this approach ensures compliance with applicable laws and regulations, and in particular, the tax regulations and as well provides a structural framework for the financial management related to the use of the Forvia brand. In addition and subject to the outcome of the APA, in the event of the party's common considerations upon which the trademark license agreement is based with respect to the brand equity and brand valuation of both Forvia and/or HELLA brands or the benefits of -- for resulting from Hellas use a for via brand significantly changed. The parties shall negotiate in good faith to determine whether a royalty or remuneration payment shall be made from one party to the other party in respect to such changes and whether the trade license agreement shall be amended accordingly. If. Such negotiations are needed, the renegotiation will be based on the principles of the German de facto group laws and regulations. Turning now to the third question. The Forvia Group has been using both trademarks Forvia and HELLA as well as the combination thereof for years now. How is the value of each trademark as well as developed since 2022. -- please lay out the details of the assessment of the valuation. Has such valuation been independently conducted by Forvia or has Forvia relied on evaluation instructed by HELLA. And the company's answer. Forvia and the legacy Forvia [indiscernible] companies do not use the combination of Forvia and Hella without the consent of Hella. In such cases, the combination of the Forvia and Hella trademarks is limited only for topics and publications where Hella is engaged and has agreed for such trademark combination being displayed or used at Helio discretion. Regarding brand assessment, Forvia conduct studies regularly on brand evaluation. We do not communicate figures on the value of our brand or our intellectual property. Forvia's branding strategy was defined at the creation of the combined group -- it was driven by the need to define a brand transition strategy for HELLA and a desire to evaluate the financial and reputational impact of different branding scenarios under the Forvia umbrella. Forvia has conducted an analysis with its own independent brand valuation expert. HELLA instructed Landor and Fitch to conduct analysis regarding the use of HELLA and the HELLA brand, which is repeated regularly. This assessment has a focused scope directed by HELLA, as HELLA described during its 2026 Annual General Meeting. The cooperation between hella and Forvia with respect to the use of brands has been designed to maximize the cross-penetration of each brand. HELLA benefits from the use of the Forvia brand in markets and business areas where it did not have a legacy presence. In return, Forvia via benefits from the value increase and promotion of its HELLA in new markets and business areas. Question number 4. Hello reported EUR 500 million of synergies at the end of 2025 in its annual report. Could you please reconcile this amount with the EUR 400 million of synergies that Forvia has reported namely, what are the bridging items that explain the EUR 100 million differential? Please quantify each bridging item? And the company's answer. The difference between the cumulative synergies reported by HELLA and Forvia is mainly driven by first, cost avoidance measures excluded from Forvia's reporting as they are not considered synergies per se. They represent roughly half of the variance. And secondly, the gap between the actual and annualized operational synergies largely stemming from the implementation of the Forvia Excellence system. And question 5, has Forvia met the 50-50 allocation of synergies target indicated by Forvia at its 2025 Annual General Meeting. If this target has not been met, what measures does Forvia intend to implement to increase its effective share of synergies of 50%. And the company's answer. The synergies as they stand, benefit more to HELLA with roughly 2/3 of the total amount rather than to for be up. Forvia benefits from all realized synergies, however, as it consolidates HELLA. Question number 6. Could you please provide guidance on the incremental synergies by the end of 2026? To what extent will the disposal of the Interiors business group affect both the previously communicated realized synergies and the future synergy targets. How do the realized synergies break down by Forvia division? And the company's answer. From inception, Forvia has communicated synergy targets by 2025 that have been revised upwards twice and achieved. After 4 years of collaboration, the base synergies have been achieved and Forvia will continue to work with HELLA under current governance structure. Forvia has identified modest dissynergies and in terms of purchasing after closing the interiors divestiture. By division, lighting and electronics were the primary beneficiaries of the synergies. Question 7. Has Forvia's Board or management quantified the incremental synergies achievable under a full integration of HELLA. Please disclose the quantum broken down into operational synergies, tax synergies and cash pooling synergies, financing synergies and other benefits or confirm that no such analysis exists. And the company's answer. Our priority today is to implement the business plan Ignite the first 3-year period will be based on focus and strengthen and after 2028 on lead and grow. And only 100% of HELLA is not a key priority for Forva in that context. We have developed strong governance to reach a stable and efficient way of collaborating with HELLA and this is clearly seen through the synergies that we report. And finally, question 8. Forvia's convening notice for the fourth of June 2026 AGM mentions cash upstreaming initiatives from subsidiaries. Please specify the nature of these initiatives and identify the subsidiaries concerned. And the company's answer. In 2025, Forvia upstream significant amounts of cash from its affiliates, especially from China, Brazil, Germany and Morocco through enhanced cash pooling and/or dividends. Zooming in on HELLA, please note that there is no cash pooling arrangement between -- Forvia SE and HELLA. With this, all written questions that were received before the meeting have been answered.
Michel de Rosen
ExecutivesThank you, Jill. And in as much as Jill answered the questions watch faces -- and I noted maybe touch of boredom on the part of some shareholders, but it is for us to answer all questions, even if they are repetitious. You may have noted that there was some repetition between the questions. But so like to thank you Jill for reading out the answers. So we answered all the questions, but in writing within the statutory time limits ahead of this meeting. Then questions in just put in through the forms. I believe there's only 1 such questions, and I'll read it out. And so it is 1 of you who asked puts question writing. It's about hydrogen, I think this is a a question for you, Martin. Are you involved in hydrogen-based mobility. If so, do you propose to come out of it?
Martin Fischer
ExecutivesWe have invested into hydrogen technology over past years. And we have 2 activities going. One is Forvia tank systems, hydrogen storage tank systems and the other 1 are fuel cell stacks that we develop in our joint venture -- so since we decided these investments, the market has not developed and accelerated at the expected speed. So through the Ignite portfolio review last year, we also came up with a conclusion how we want to treat our hydrogen business. So first of all, we are holding on to both activities, together with our joint venture partner, Michelin, we hold on to [indiscernible] and here, we are now focusing development of fuel cell stacks, not only for mobility applications, but also for stationary applications. And on our tank side, we look at a very fine portfolio and offerings of tanks that we are selling, and we produce as we speak. So we continue that with a clear expectation that financially we become cash flow neutral by the end of this year. So yes, we are invested and we keep pursuing these activities.
Michel de Rosen
Executives[Interpreted] Thank you, Martin. That was, in fact, the only question in writing that we lived after the questions that were sent in before the AGM. Right. Well, I would like to thank you for this exchange. But of course, should there be additional questions after the AGM, please get in touch with our IR department. And I believe some of you are familiar with this department, I believe they will have people from Investors Relations right here in this value room. We'll move on to the resolutions and our call on Melissa Bensemhoun, who's Head of the Legal Department, Melissa take it away.
Mélissa Bensemhoun
Executives[Interpreted] Well, thank you, Michel. And ladies and gentlemen, let me provide the following regarding the attendance numbers, the number of shares held by shareholders either present or represented or giving approximate 123,179,851 or 62.89% of shares with voting rights. Regarding the voting procedure as such, the resolutions for the ordinary part of the AGM that is Resolutions 1 to 13 and indeed Resolution 26 need to have a simple majority of shareholders either represented or having voted by proxy -- by post for the extraordinary part, that is resolutions 14 to 25 require 2/3 of the votes of shareholders either voting now or having voted by post. Please take the voting box. You have a slide right here showing you how to use it. When voting is open, press either 1 against and 3 abstain. You may change your vote while the vote is opened by pressing a new different button. And the word confirmed must appear in the bottom right -- the right-hand corner of the device to be -- for your vote to be counted, the full text of all resolutions has been published within the statutory time limits appears together with the explanatory notes on Pages 21 to 45 of the notice of the meeting, which is available on the website, then it is the reason why we'll only give a brief presentation of the resolutions when they are put to the vote. So we'll start with the ordinary part of the AGM. Resolution #1 is the approval of the financial statements, approval and nontax deductible expense costs, please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesSo voting is closed. And the resolution is adopted. Number 2 is the approval of the consolidated financial statements for the fiscal year December 2025. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. And the resolution has been passed. Resolution #3 is about the appropriation of the income for the fiscal year. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed and the resolution has passed. Resolution #4 is about related party agreements in 2025, you asked to adopt the statutory auditor special report on such agreements, and there were, in fact, no such agreements. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed and the resolution is adopted. Number five, concerns the appointment of Pierre-Andre de Chalendar as Board member. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. Resolution is carried. 7 resolutions to come out about compensation, but compensation number 6, first. You're asked to approve the information referred to in Article [indiscernible] of the French Commercial Code on compensation of corporate offices. For 2025, please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed and the resolution is adopted. Resolution #7 is to do with the exposed vote on the 2025 compensation of the Chairman of the Board of Directors, Michel de Rosen. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed and the resolution is adopted as well. Resolution #8, is on the elements comprising the total compensation of all benefits of any kind [indiscernible] ended 31 December '25 granted in respect to Patrick Collar. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed and the resolution is carried as well. Number 9 is relates to the expos vote on the 2025 compensation of Martin Fischer, CEO since first of March 2025. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution was adopted. And so Resolution 10 relates to the ex-ante vote on the compensation policy for directors for the year 2026. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is adopted. Number 11 concerns the ex-ante vote on the compensation policy for the Chairman of the Board of Directors for the year 2026. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. And the resolution is adopted. #12 concerns the ex-ante vote on the compensation policy for the Chief Executive Officer for the year 2026. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. and the resolution is adopted. 13 is authorization to be granted to the Board of Directors to enable the company to buy back its own shares. Please vote now. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. And the resolution is adopted. Thank you. Now let's move on to resolutions on financial authority. 14th resolution, delegation of authority to be granted to the Board of Directors to issue shares and/or securities giving access immediately or in the future to the share capital of the company and/or subsidiary and/or debt securities with preferential subscription rights. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. In the 15th resolution, you are asked to allow the Board of Directors to issue shares and all securities giving access immediately or in the future to the share capital of the company and/or subsidiary and/or debt securities without preferential subscription rights through public offerings and/or as compensation for securities as part of a public exchange offer voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. You are asked for Resolution 16 to allow the Board to issue shares and all securities giving access immediately or in the future to the share capital of the company and/or a subsidiary and/or debt securities without preferential subscription rights through an offer exclusively targeting a restricted circle of investors acting for their own account or qualified investors. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 17 would allow the Board of Directors to increase the amount of issues provided for in 14th, 15th and 16th resolutions. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. Resolution is approved. Resolution 18 would allow the Board of Directors to issue shares and all securities giving access immediately or in the future to the share capital of the company without preferential subscription rights in order to remunerate contributions in kind of securities granted to the company. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. The 19th resolution delegates authority to the Board to increase the company's share capital by capitalization of reserves, profits, premiums or other amounts whose capitalization would be allowed. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 20 authorizes the Board of Directors to grant for free existing shares and/or shares to be issued to employees and/or certain corporate officers of the company or affiliated companies or economic interest groups with waiver by the shareholders of their preferential subscription rights. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 21 authorizes the Board to increase the share capital through the issuance of shares and all securities giving access to the share capital with removal of preferential subscription rights for the benefit of members of a company or group savings plan. The voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 22 authorizes the Board of Directors to carry out share capital increases with removal of preferential subscription rights in favor of categories of beneficiaries. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 23 authorizes the Board of Directors to reduce the share capital through the cancellation of shares. The voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 4 relates to the amendment of Article 11 of the Articles of Association of the company to provide for the staggering of Board members' terms of office. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. Resolution 25 am Article 13 of the Articles of Association to remove the exceptional reference relating to Board observers. Voting is open. Voting is closed. The resolution is approved. And finally, Resolution 6 grants powers for formalities. Voting is open. [Voting]
Mélissa Bensemhoun
ExecutivesVoting is closed. The resolution is approved. All resolutions were adopted, Michel.
Michel de Rosen
ExecutivesThank you, Melissa, for leading this exercise. Of course, I would like to thank the shareholders for approving all the resolutions that were submitted to them with sometimes impressive scores. This major and positive participation is crucial to the life of our company, and it is very fortunate. Martin, I think the floor is yours.
Martin Fischer
ExecutivesYes, Michel. Before closing this Annual General Meeting, I would like once again to thank you for your trust and support. As your term as Chairman draws to a close, I also wanted to pay tribute to the vision you have brought to FORVIA and your decisive role. Thank you, Michel, for having supported and guided this remarkable transformation through your boldness and high standards. Beyond strategy and governance, what I will remember above all is your leadership-based approach that you've set with passion and a deep sense of responsibility towards the women and men of this company. You will leave a lasting mark on FORVIA, on its teams and on me personally. I offer you my utmost respect, gratitude and my warmest wishes for this new chapter ahead. Thank you very much.
Michel de Rosen
ExecutivesThank you, Martin. These words -- these words move me. I prepared a few last lines for all of you, in fact. But just before that, let me say this. I couldn't really sleep last night. I was thinking about our AGM about us parting ways. And I was thinking what verse from French poetry I could share with you to illustrate this moment. And I found 2 lines from the great poet [indiscernible], probably not well known in the U.S., but fairly well known in France. there's an owed to the King of France, and there are 2 great verses which loosely translated, say, the harvest of our fields will wear down the sickles and fruits will pass on the promise of flowers. I thought it was a quite good outlook for FORVIA to set a prospect of success and prosperity. And I thought, well, yes, but it's not very automotive focused. So I wrote an extra 2 lines myself to show that I'm not the [indiscernible]. But it says, well, it had to rhyme with flowers and sickles. So loosely translated, always we will be associated by with engines and selling shiny new products. Well, it's not very poetic, but that's what I found. Coming back to serious matters. There are no further items on the agenda. I declare the meeting adjourned at what time? At 12:11. I would like to thank all those who prepared this general meeting and ensured it ran particularly smoothly. It is, of course, with some emotion that I bring this 2026 General Meeting to a close. And as I take my leave of you, I would like to express my deepest gratitude, of course, for your presence here today, but above all, for the trust and unwavering support you've shown me throughout these 10 years in office. These years have been marked, as Martin said, marked by significant transformations and by demanding challenges for Pierre-André. And I know we have a constantly renewed collective ambition in the service of our clients. I'm now stepping down with peace of mind and confidence in the group's future. FORVIA is in very capable hands, those of Martin Fischer and Pierre-André de Chalendar, whose respective commitment, experience and vision I know well. So in closing, a confession on my part, I'm now leaving FORVIA with some sadness. I took office 10 years ago. I was then an outsider. -- when I wrote these few words, I even wrote that, well, communications told me it's not done, but I felt I was like an immigrant worker. Well, that shouldn't be said, but that's the impression I had when I arrived. And since then, I've become part of the Faurecia Forvia family, and I'm now deeply attached to it. I'm proud of having contributed to the choice of Martin Fischer and Pierre-André de Chalendar. They are both wonderful men, and they will do an excellent job. I have no doubt about it. If you'll allow me to say that, they will lead Forvia into the promised land. Well, you can choose whatever that means. I wish them the best success in the development and reputation of our -- your company. Thank you to everyone, and then we can meet next door to say a few more words. Thank you, ladies and gentlemen, for this useful, effective and efficient general meeting and a good introduction to the rest of the year 2026 for FORVIA. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
For developers and AI pipelines
Programmatic access to Forvia SE earnings transcripts and 32,000+ others is available through the
EarningsCalls.dev REST API. Plans from $24.99/month — full transcripts, speaker segments,
full-text search, and the recently-added /api/v1/transcripts/recent polling endpoint for ETL pipelines.