Stellantis N.V. (STLAM) Earnings Call Transcript & Summary

I would like to welcome you to our first general meeting of shareholders of Stellantis N.V., which today has convened an extraordinary session to approve the Faurecia distribution. Before we begin our formal business, I and all my colleagues at Stellantis, hope that you, your families and your friends are safe and well during this most difficult period. We are holding today's meeting in our virtual-only format, giving the exceptional nature of our times. And considering that the global pandemic, unfortunately, is still affecting so many people and countries around the world. But I am pleased that you are able to join us, albeit, remotely. This EGM is convened to vote on the proposal to make a distribution to the Stellantis shareholders of up to approximately 54 million Faurecia shares and cash. Resulting from the sale of shares held in Faurecia prior to the closing of the merger of up to approximately EUR 308 million. The Faurecia distribution is the only voting item on today's agenda. Before going through the proposal, I would like to share with you a few thoughts on its rationale and significance. First of all, the Faurecia distribution is another step in the execution of the agreement that led to the formation of Stellantis. In the fall 2020, an agreement was reached that made the Faurecia shares available to all Stellantis shareholders with a commitment to distribute them promptly after closing of the merger. At the time, we amended certain terms of our merger agreement. And specifically, as you know, we set the special dividend to be distributed to FCA shareholders before closing EUR 2.9 billion from the previously announced EUR 5.5 billion, and agreed that the stake in Faurecia would be distributed to all Stellantis shareholders after closing. That was a responsible solution to address the liquidity impact of COVID-19 that both companies had experienced. And at the same time, it would also create an even stronger Stellantis at inception. With all the resources needed to successfully execute its transformative strategy and become an industry leader in this new era of mobility. We are now implementing that agreement. Besides respecting our commitment, I also believe that this transaction will offer each company, Stellantis and Faurecia, the best potential for strategic development. The primary and strong rationale behind this operation is growth, autonomy and efficiency. For Stellantis, this is the opportunity to fully focus on our unique project. To address the global challenges of our industry and successfully capture the opportunities of a new changing era ahead of us. For Faurecia, the distribution will provide a broader shareholder base, enabling the company to fully demonstrate its value. And for all of you, our Stellantis shareholders, it means that you will directly own more liquid Faurecia stock. Giving the chance to reap the fullest possible benefit from the operation. We wish all the best to Faurecia as it pursues its strategy. I will now hand over to Carlos, who will provide you with more insight into Faurecia and the proposed distribution. Thank you, Carlos.

Thank you, Mr. Chairman. Let me share now a few comments with our shareholders. First of all, to tell you that I am very proud to be here with our Chairman to respect the commitments that have been made during the merger deal between FCA and PSA. It is good to see that each party is respecting the terms of the deal. And I think it is very important that we protect the trust factor between our shareholders, the management and the Board on this matter. So I'm absolutely happy to be here with you today. As it was mentioned by the Chairman, Faurecia is a top 10 global automotive supplier, a global leader in automotive technology. It supplies many automakers, including PSA and FCA before the merger, and Stellantis today. But also maybe others, majority of its business is with other OEMs than PSA and FCA. Faurecia has 266 industrial sites, 39 R&D centers and 114,000 employees in 35 countries. Faurecia is close to its customers, it excels, in particular, in seating, interiors, interior models, electronics and clean mobility. One look, for example, at Faurecia's scope of the future, and you understand what it's all about. The cockpit is connected, versatile and immersive. Faurecia is also fully engaged in the energy transition with a focus on hydrogen. In short, it's an exciting company with an exciting strategy. PSR for many years, has held Faurecia shares representing around half of the company's equity. PSR has been acting as a responsible shareholder, always supporting the profitable growth of Faurecia, and this is visible through the increase of the customer footprint of Faurecia. Not only in terms of number of OEMs, but also in terms of geographical coverage around the world. So we are here today to give Faurecia a new chapter and open a new door to the future and profitable growth of Faurecia. I think it's an exciting journey that Faurecia has ahead of him, and it is something that I would like to support as the former PSA CEO. I would like to express to my Faurecia friends, the best success for the future and wish them the best of their challenges in terms of meeting the expectations of their customers among those Stellantis. We have traveled a long road together. Faurecia was created in 1998 to the merger of 2 prominent French automotive component suppliers, Bertrand Faure and ECIA, the former components unit of PSA. PSA, as a shareholder, has sustained the profitable growth of Faurecia, as well as the increase of its customer book and its technologies. I wish the Faurecia team's great success in all of their future endeavors. For Stellantis, this is also the opportunity to move away from being a legacy carmaker and addressing new challenges and disruptive challenges that we have ahead of us, which means that as for Faurecia, Stellantis is now going to adapt to a new world. I look forward to seeing you at our Annual General Meeting on April 15. And I would like to leave the floor now to the Chairman of the Board, Mr. John Elkann. John, back to you.

Thank you very, very much, Carlos. And to echo what you said in sending all the best to the Faurecia leadership team and their colleagues for their future. Let's now move to the formalities of the meeting, starting with the meeting language. The meeting will be held in English. Mr. Smith is appointed as Secretary of this meeting, and I thank him for it. The EGM was properly convened and the convocation for the meeting was published on Stellantis' website on January 25, 2021. The setup of this meeting is in line with the Dutch emergency legislation, allowing virtual meetings. As explained in the notice due to the global outbreak of COVID-19, unfortunately, we're not able to provide our shareholders with physical access to the CGM. Instead, those wishing to follow the meeting have been giving the opportunity to do so remotely via the webcast that is being publicly broadcasted live on Stellantis' website. We also apply the restrictions on physical presence at this EGM to the members of the Board. Mr. Carlos Tavares and I are remotely present at this meeting. To facilitate as much interaction as possible at this meeting while still observing the applicable restrictions, we have provided our shareholders with the opportunity to submit written questions regarding today's agenda item in advance of the CGM. The relevant submission instructions have been included in the convening notice and are published on Stellantis' website. We have received very few properly submitted questions prior to the deadline of March 5, 2021, at 2 p.m. CT, to the extent appropriate in view of the orderly conduct of the meeting. We will address these questions prior to the voting on today's agenda item. Answers will be given only in English. Shareholders who have properly submitted questions in advance will be given the opportunity to ask follow-up questions. Follow-up questions can be sent e-mail to [email protected]. The e-mail has to say the shareholders' direct and last name, the number of shares of the shareholders, the banker broker statement provides -- proving the shareholders shareholding at the record date. Shareholders are requested to pose their follow-up questions in English and ultimately, prior to the voting on Agenda Item 2. Our responses will also be in English. We will do our best to answer these follow-up questions prior to the voting on Agenda Item 2. As you are aware, no votes can be cast during this meeting. Shareholders have been given the opportunity to exercise their voting rights prior to the meeting, the approximal web procedure. The voting results in respect of the Agenda Item 2 of the meeting at the end of our discussion of Agenda Item 2. And moving up from the company's website after the meeting in compliance with applicable laws and regulations. Only votes submitted before 11 p.m. CT on Monday, March 1, 2021, have been taken into account while calculating the voting results. As to the number of shares issued and related voting rights, I note that as the record date of this meeting, 3,190,934,695 common shares and 208,622 plus B special voting shares were issued and outstanding in Stellantis share capital with an equal number of both in rights exercisable. The holders of 2,076,487,335 outstanding shares in Stellantis shares capital, our directed date are represented at this meeting. This represent approximately 66.55% of Stellantis' issued and outstanding share capital. These shareholders make up a total of 2,076,047 -- 2,076,047,335 votes at this meeting. Point 2, moving to the Agenda Item 2, concerning the proposal to approve the Faurecia distribution. Let me give you a brief introduction to this agenda item. A further explanation on the Faurecia distribution is included in the explanatory notes and the related meeting materials, which are published on the Stellantis website. As a result of the merger between Fiat Chrysler Automobiles and Peugeot SA earlier this year, Stellantis currently holds the stake, representing approximately 39% of the shares in Faurecia S.A. Faurecia S.A. is a global automotive supplier with a mission to develop technology for sustainable mobility and to create personalized experiences for the cockpit of the future. While at the same time, offering solutions to meet the challenges of future generation. It is proposed that Stellantis will make a distribution to its shareholders, comprising a distribution in cash at up to approximately 3.8 -- EUR 308 million, and a distribution in kind up to approximately 54 million Faurecia shares. Holders of Stellantis common shares will receive a pro rata part of this distribution. As explained in the explanatory notes and also discussed during our AGM on January 4, 2021, the Faurecia distribution will be carried out by means of a capital reduction. The implementation of the required legal steps will take place as soon as practical, after this meeting has result upon the Faurecia distribution and the satisfaction of all Dutch flow requirements. Before we move on to the voting, it is time to address the questions submitted by Stellantis shareholders prior to the meeting. We have received questions on how to participate in the meeting and how to vote. These questions have been answered by Investor Relations. We have also received questions relating to the proposed distribution, the answers to which can be found in the materials published for the meeting, to which we refer. The few questions that were submitted in accordance with the instructions in the meeting notice related to the object of the resolution standard for approval and language and availability of hard copies of meeting materials. In that respect, we know. The proposal submitted to the approval of the shareholders today relates to the distribution of cash in Faurecia ordinary shares as specified in the agenda. And explanatory notes to holders of Stellantis common shares at the record date. Individual entitlements of shareholders or per share entitlements are to be determined based on the number of common shares of the company at the record date. The meeting materials are provided in English language, and hard copies of them are provided by Investor Relations to those who request them, providing evidence of their share ownership. Now I request Mr. Fossati to deal with the questions received during the meeting, if any. Thank you, Mr. Fossati.

Thank you, Mr. Chairman. We didn't receive follow-up questions. So you can go ahead. Thank you very much.

Thank you, Giorgio. We have come to the last part of this meeting. The voting results, as mentioned earlier, we have received your votes by proxy at the meeting. The votes by proxy have resulted in Agenda Item 2 being adopted with 2,068,205,877 votes cast and in favor, being approximately 99.65%; 7,130,399 votes cast against, being approximately 0.34%; and 1,151,059 votes cast, abstained. I would like to thank you all for your casting votes, and we have a positive outcome of this meeting. As there are no further items to discuss or resolve upon, I conclude this meeting on behalf of the entire Board, and I would like to thank all of you for following and contributing to this extraordinary general meeting of Stellantis. Your contributions are very much appreciated, and we look forward with Carlos, seeing you for our AGM in the month of April. All the best to everyone. Thank you very much.