Stellantis N.V. (STLAM) Earnings Call Transcript & Summary
April 16, 2024
Earnings Call Speaker Segments
John Elkann
executiveDear shareholders good morning, and good afternoon to all of you in Amsterdam all connected remotely from all over the world. Thank you again for joining us. 2023 has been a earmarked by new projects and significant achievements for Stellantis. Our mission to provide clean, safe and affordable freedom of mobility tool has never been more important, and the resilience of our colleagues under the leadership of Carlos Tavares has made the difference. The result is what I want to highlight today. The resolve as Stellantis to making a positive contribution to the world, whether that's through permanently reducing our own impact on the environment, building more inclusive workplaces or supporting our immunities. Let's start with our decarbonization efforts. Climate change threatens progress everywhere. And we know that we must play our part for our own operations. Since 2021, we reduced our global carbon footprint by 12.6%, in line with the company's carbon net zero by 2038, commitment, an ambitious commitment that is ahead of all our competitors. Overall, in 2023, we decreased our energy consumption by close to 6%, even with a production level that increased by 9% versus 2022. What this means is that 2, 3 megawatt hour per vehicle produced versus 2.7 megawatt hour in 2022, so real difference. Last year, electricity from renewable sources represented around 12.6% of the total energy sourcing who was 7.3% in 2021 when we started our life as Stellantis. This year, 58% of the electricity we use was decarbonized versus 45% back in 2021. These are impressive results that we achieved by drawing on the great engagement among our colleagues. Many teams worked internally and with external partners, weaving environmental sustainability into the fabric of our growth. To further help us deliver our ambitions, we implemented 81 biodiversity projects worldwide, such as the Amazon Forest Carbon Sink Project in Brazil, where we are restoring biodiversity, while studying the relationship between reforestation and the absorption of atmospheric carbon dioxide. We are also attempting at the Opel assembly plant in Eisenach in Germany to move towards the renaturation of the Horsetail floodplain. I didn't pronounce it properly, Horsetail . Also, we inaugurated Stellantis first Circular Economy Hub in Turin in Italy last year. This hub creates a smart integrated ecosystem to reduce waste, circulate products at their highest value and responsibly manage our business, making our company more resilient and competitive. When it comes to making a positive contribution to our planet, our biggest impact will always be through mobility, developing the most efficient and effective solutions that enable freedom of mobility for all. But we are also making a difference within our own operations, fostering diversity, equity and inclusion. In 2023, we fairly provided colleagues with resources and opportunities to thrive. More than 22,000 of our colleagues trained globally, free learning programs around electrification and e-mobility, promoting their professional growth and enhancing their employability at every stage of their career. We have continued to improve the representation of women across the business, achieving the 33rd position in last year, FTC Diversity and Inclusion Index, up 55 spots from the previous year. Over the past 3 years, the number of women in leadership positions doubled to 30% globally, and the company is well on track to achieve its Dare Forward 2030 commitment. These are tangible steps in the right direction to strengthen Stellantis attractiveness through career development, opportunities as well as flexible and remote working policies. Also in 2023, we went beyond our business to champion education and create opportunities. To empower the next generation, the Stellantis student awards celebrated more than 600 family members of employees for their dedication to continuous learning and education. Equally important, the Stellantis Foundation partnered with CERN to inaugurate the Science Gateway in Geneva, its new outreach Center for science education. All of this allowed us to support students from various cultures, regions around the world with the right skills to overcame barriers. While we can be proud of what we've achieved since the foundation of Stellantis just 3 years ago, there is, of course, much more to do. But we have the passion, the mindset and the positive energy to do even better for society wherever we operate. Our free founding countries, France, Italy and United States will play a big role in this process of adaptation and transformation into a sustainable mobility tech company, with their unique heritage of expertise, craftsmanship and passion for great products in our industry. Looking ahead, I'm confident that powered by our diversity, we will continue leading the way the world moves. Carlos and his team are very focused. The innovation pipeline is as relentless as ever. And globally, we are united by our competitive culture to serve our growing customers. Stellantis will stay in a position to win as long as we continue to create the future of mobility, reminding us of our routes, and in 2024, we will be celebrating 125 years since Opel made its first car and Fiat was founded. I would like to take the opportunity of thanking Carlos and all our colleagues at Stellantis for the great achievements in 2023, which was a record year. And hoping in a good 2024. Thank you, Carlos.
Carlos Tavares
executiveThank you, Mr. Chairman. Thank you, John. Thank you for your support and guidance all over these first 3 years of Stellantis that we are proud to have created together back in 2021. So it's my privilege to share with all of you some of the business highlights of 2023. It is indeed a fact that it was a record performance. But more importantly, it's also a year of transformation. The company is transforming itself quite fast in a very challenging environment, and this is says a lot about the quality of our people, about the professionalism of our employees and about their focus. And of course, I would like to convey to them my sincere and a very personal appreciation. So we were able to grow the top and the bottom line of our financial results. We were able to deliver on our Dare Forward commitments, and we demonstrated one more time that we are a resilient organization that is ready to face the challenges of this very turbulent period. In terms of numbers, the net revenues at near EUR 190 million could grow 6%. The adjusted operating income grew marginally to reach EUR 24.3 billion. Our net profit was up 11% at EUR 18.6 billion. And our industrial free cash flow was up 19% at EUR 12.9 billion. So in terms of numbers, it was a rewarding year. It was also a year where we prepared for the future. And of course, I'm going to be in a position to talk to you about What's Next. What's Next is a fantastic product pipeline with a lot of electrified technologies, and very appealing products that our customers are willing to pay for. From here, I would like to share with you a few highlights, already talk about the net revenue and the AOI. Free cash flow was certainly one good measurement of the value that we create. You are, of course, aware of our capital return that was at EUR 6.6 billion, and it is the equivalent of 16% of our January 1, 2023 market cap. In terms of electrification, our BEV sales, pure BEV sales were up 21%, against the previous year, which means we can grow the BEV sales while making more money. Our LEV sales of fully electrified vehicles was up 27% against the previous year, which means that the teams have been able to combine both profit growth and electrification of our sales in a very proper balance. We are #3 in Europe, fighting with Tesla, and we were #2 in the U.S. LEV sales, while being #1 in PHEV sales in the U.S. We are the leaders. We continue to be the leaders in the LCV market, global commercial vehicle. We are the leaders in Europe. We are the leaders in South America, and we are progressing in Africa Middle East. Perhaps that the most important point to be noticed in our profitable growth is what happened with the Third Engine. The Third Engine is the combination of Africa, Middle East, Latin America and India, Asia Pacific. And we have, for this region, a very clear ambition is for this combination of regions to become as profitable as the #2 engine of the company, which right now is Europe. We believe that it's good for the company to derisk our business footprint by not being only dependent from North America and Europe, but having a Third Engine to the plane, so that if something happens, we can rely on 3 engines instead of 2. What happened to the Third Engine is that the net revenue could grow by 13%, more than the double of the average company, which demonstrates that this highly profitable business is now coming up, and we were EUR 1 billion away from the European profitability, which means that we are very close to bring this Third Engine to the same level as Europe. Most probably, this year will not be far from having our full set of 3 engines for our plane. That is exactly the goal, and that was a very good news for 2023. Our BEV offering continues to increase. By the end of '23, we were at 30 models, and we'll continue to add up to 48 by the end of this year of '24 with no less than 8 new nameplates for the North America BEV offensive. We keep on with our guidance for '24, no change, double-digit AOI margin and positive industrial free cash flow. This is the therefore at 2030 guidance, and there is no reason to change at this stage, and we will continue to expand our capital return plan, which will include a 16% increase in dividend and a new EUR 3 billion open market stock buyback to double the size of the prior year. So this is, in a nutshell, what we could highlight for 2023. If we have a look now at the regions, starting with North America. We could deliver a robust 15.4% AOI margin despite all what happened in September, October with our new labor agreements, which represented a significant disturbance of the business flow, but it was reasonably well overcome, and we ended up at 15.4%, which is a good margin for a company like ours. The market share was under pressure, 9.4%, down 130 basis points year-over-year, but we could deliver gains in Mexico and also limit those declines in Canada. We continue to have the highest average transaction price of the U.S. market with $53.3 kilo per unit for 2023. It is fair to say that we have the best but the best average transaction price, but the gap against the second in the ranking has decreased. That's what the facts are telling us. We are very proud of being the #1 in PHEV sales that doubled against the previous year, which is quite spectacular. We could double the PHEV sales in the U.S. market. And we are, of course, #1 as we were previous year. Thanks to the 4Xe technology, mostly thanks to the Jeep Grand. We continue to deliver record commercial U.S. fleet sales. They were at 20%, and we have reinforced our sourcing to be able to go even further over the next few years. We have the products. We have the manufacturing footprint. We have the sourcing and there is more business to be grabbed in the U.S. market on this part. Last but not least, we unveiled our offensive on Ram, our pickup trucks. It's a very powerful offensive with no less than 3 different kinds of powertrains, of course, ICE, but also pure BEV, and the most importantly, the REEV powertrain, which is a range-extender technology that appears to be very appropriate to combine the needs of U.S. customers, both in the coastal areas and in the deep country side. So that's where we are in North America. In terms of Enlarged Europe, we could grow our AOI to EUR 6.5 billion, with a reasonably stable margin at 9.8%. I would say, despite the increase of the LEV sales, which, as you all know, represents a pressure on our per unit margins. But we are progressing to limit that gap. The market share was also under pressure at 18.3%, down 140 basis points year-over-year. And it is quite clear that this is going to be one of the major challenges for the future to protect their position in Europe, both in margin and in profitability. We were #3 in the European BEV sales, fighting with Tesla. That is something that continues to be a very exciting battle in 2024. This is demonstrating that our technology, our electrified technology is absolutely appropriate on the right level of competitiveness. It is also showing that our strategy to go to market with the BEV powertrains in the -- I would say, the most iconic models of our brands is paying off. People have the choice. They have the choice to select whatever powertrain they want, including the BEV, and this is showing very good results. And I think that this will continue to be the case for the future. Online sales were a big success. They were up 55%. And I would say online sales, hassle-free become more and more a very powerful sales channel. This is the reason why we look at this every single month in our business reviews to support the growth of this channel with 188,000 units we were able to continue to grow. And of course, we prepare for the future with our new retailer model, where we are going to control the downstream part of our business flow up to delivery of the products to the final consumers. As I already mentioned, we are #1 in the LEV market with no less than 30.4% market share in European markets. And we were able to deliver as we committed to you our first gigafactory for battery sales from our Douvrin plant in France. You can visit this plant. It's very impressive. It's high tech, super clean, and this is the plant we are going to use, for instance, to supply the batteries for our brand-new Peugeot E-3008, which will be using French batteries and French electric motors made in our Trémery plant. I can also share with you that, as you can see on this picture, we are relaunching the Lancia brand. And very soon, we'll be launching the new -- brand new Ypsilon, which was, of course, engineered and validated last year. This was for Europe. If we look at the Third Engine, as I mentioned to you, a combination of Middle East and Africa, South America and India, Asia Pacific. The results are extremely rewarding. Middle East and Africa delivered a record margin of 23.7%. It's the most profitable region of the company right now in terms of margin. And it's growing as our AOI more than doubled in 2023 against 2022. So a very, very powerful profitable growth. We are now #2 in the market, a few points ahead of the #1, a Japanese brand. And we are, of course, getting ready to protect our leading position in the LCV, which is already a reality. In South America, we keep on being the leaders of the market with a margin of 14.8%, which is also a very, very good margin and AOI that continues to grow by 16%. We increased the dominance in the region as the gap against the second in the ranking, both as an automotive group and as a brand was increased. Fiat continues to be the leading brand of the market. And we are now reloading the product pipe with the all new C3 Aircross, the all-new Ram Rampage and the new Fiat Titano. So our pickup truck market coverage in Latin America is now going to be intensified. Last but not least, China and India and Asia Pacific, a good AOI margin at 14.2%. Stable despite that net revenues and the AOI each full at 22%. We could ink and close the deal by now of Leapmotors. It's a very interesting deal where we can use a Chinese brand to make money and to take our fair share in the worldwide markets. It is so far going well as planned. We could sign the binding deal. We could close the deal, including with the blessing of the Chinese authorities. And by the end of this year, we'll be shipping the first cars out of our Leapmotors International JV that is going to take care of the exports from China to the rest of the world. So this is on track. And last but not least, our Citroën sales in India continue to progress. They were up 30%. And we have now the C3, but also the ë-C3. We are making a certain number of profitable deals in terms of B2B with the ë-C3 in India, and that is, again, attributed to the robustness and the competitiveness of our electrified strategy. From here, I would like just to comment some of the highlights in terms of pure financial results. On this part, of course, I told you that the net revenues grew by 6%. In fact, the shipments grew by 7%, up to 6.2 million cars, growing. The net revenues were up by 6%, very close to EUR 190 billion. AOI margin at 12.8%, minus 60 basis points against last year, mostly driven by the costs of North America related to the labor agreement discussions and the disturbances that came with it. But also, let's not forget that a significant FX headwind that impacted also our results, and increased efforts to face a certain number of consumerism claims that we took care of in terms of warranty costs. For the free cash flow, EUR 12.9 billion, 19% up, nothing else to be said. The numbers speak for themselves. In terms of detailed results, I would not comment all those numbers. I just wanted to highlight for some of us that would be particularly sensitive to that, that thanks to those great results, we could pay more taxes and our tax expense at EUR 3.8 billion was 39% up against the previous year, which is also to be noticed. Last but not least, the capital returns for all of you, our shareholders. Just to comment that we plan in 2024 to continue to enhance that capital return, moving the dividends from 4.2% to 4.7% and the share buyback from 1.5 to 3.0. That represents 11% yield, and it represents a 26% growth in the cash returned to the shareholders through the dividends and the market buybacks. This is to conclude some of our perspective on what is going to happen next. We believe that '24 will continue to be a challenging year. We have some positives and of course, some headwinds. On the positives, we see that the raw materials could continue to normalize, and that should help to reduce the total production costs. We don't expect, of course, to have new discussions in North America and the U.S. on labor negotiations. And we continue to improve efficiencies as we do not consider by far that 2023 was an operational excellence year. We have seen many, many things that we can improve. In many areas, I was not totally happy with the results. So I think we have, in terms of pure efficiencies still a long way to be excellent in terms of managing the operations. So that may represent for us an opportunity. On the headwinds, we continue to see a significant increase on the LEV sales mix. I think that will continue to be visible. And we know that the per unit margins of the electrified cars are not as good as the pure ICE. So we'll have to work on normalizing the margins of the electrified vehicles to be totally immune from the LEV sales mix increase in terms of financial results. That's what we are doing right now, but it may be still a headwind for '24. We believe that the market and we see that the market is being more and more competitive in terms of pricing. We cannot ignore that. As you have seen we are under pressure on the market share. So we need to take that into consideration also. And of course, there is still inflation on the labor costs. This cannot be ignored. It's going to be most probably one of the topics that we need to take care. So these are -- this is a high-level summary of the tailwinds and the headwinds that we face for 2024. And we will continue to bring to you what we know to do best, which is, achieve good results. In terms of strategic outlook for '24, first is going to be a fantastic year of great product. In an unapologetic way, we love cars. We love product. And this is what we like to do best. So you see here some examples of the products we are launching, the brand-new Peugeot E-3008 with a brand-new STLA Medium platform that I will comment later on. This is one of the business pillars of our company. By the way, I drove one yesterday in the eastern part of France. The car is super smooth to ride, very, very nice, very comfortable, very quiet, the perfect car for families. Then we have the Ram 1500 REEV. All the electrified technologies for the pickup trucks, the pure BEV, but also the range extender. And I repeat that the range extender is going to be a very nice proposal to the U.S. market as it can accommodate the expectations of the customers in the coastal areas as much as the expectations from the customers in deep country side. As you know, those expectations are very, very different. We are going to bring the Citroën ë-C3, which is a remarkable product, that is modern, is affordable and certainly not cheap. What that means is that the product has a good range, a very affordable price. The Mid-Trim is at EUR 23,300. The entry Trim at EUR 19,900. So we are bringing the BEVs in the price band of ICEs, and we are protecting some profitability, even though it's not exactly what we want, but the profitability is there. So which means that we are progressively entering a price band that is going to be certainly the price band that our Chinese competitors are going to target at. And we are bringing the products to be able to compete with them. And the Citroën ë-C3 is the first example that there will be more. In the U.S., the Jeep Recon is an iconic product. It's absolutely outstanding. As you can see, we have a specific hinges that allow you to take the doors out, but not only the doors. So it's outdoor-oriented vehicle, very trendy and certainly is going to be a very great success when we understand what the Wrangler success already is, and it's coming. It's coming now. The Dodge Charger Daytona SRT concept is showing the way. The new charger -- the new challenger purely electric with amazing horsepower, amazing talk, and you'll see that those electric vehicles will be more powerful and faster than the ICE vehicles that we knew before. So for the fans of Dutch that like burnouts and the donuts and drifting. They will be satisfied with this car. The most demanding fans will discover that the electrified technology is also able to allow them to make drifts and donuts. Certainly, and last but not least, the brand new Wagoneer S, more compact Wagoneer, which is going to be a high-end product for the Jeep brand. So those are 6 examples that demonstrate that this company loves automobiles. And we feel super excited about what we are bringing to the market and all the clinic tests that we have done so far are demonstrating that the market is receiving those cars in a very positive way, which means that electrification does not mean lack of passion. It means that it adds to the passion, a better product to be aligned with the expectations of the societies that we are serving. If we have a look at the platforms, we are delivering on our commitments that we presented to you in the Dare Forward Plan back in March 2022. We are bringing 2 of the 4 STLA platforms, STLA Medium which is the platform of the Peugeot E-3008 with a range up to 700 kilometers, which is moving away, any range anxiety on WLTP terms. This product is also a multi-energy product, which means it can be a pure BEV but can be also an ICE or MHEV or even a PHEV. So it's a multi-energy platform. And this is, of course, something that we were criticized about a few years ago. It appears today with the -- all the uncertainties that we are facing that it was the right strategy to protect the multi-energy platforms so that we can accommodate the variations of the markets and be flexible vis-a-vis the variations of the market. More on the U.S. side, even though this platform STLA Large is invested, not only in the U.S. but also in Europe. We have this platform up to 500 miles on the EPA cycle, which is best-in-class, 500 miles of range. With this product, we are going to be able to support D and E sedans and SUVs, so everything we need for the U.S. market. And it's going to be launched this year. So the first products, the Dodge Charger, Dodge Challenger the Wagoneer S will be made out of this platform. So it's a reality. And we believe that we have sized the battery packs to get rid of the range anxiety. This is the #1 expectation from our customers. And of course, as you know well, from my public statements, we will have to take care of the affordability, which is still the biggest challenge for EVs right now. To conclude this presentation, just to say that I'm very grateful to our employees. I'm very grateful to our management team, to our top leadership team. They have been absolutely outstanding in the way they have faced all the challenges. So the only thing I want to share with you is my appreciation to their work. They were really focused. They were resilient and they accept it to be challenged every single day to do better. We see that there is growth. There is commitment on the way we deliver what we committed to you on the Dare Forward 2030 plan, and we are ready for the next step of transformation of this industry. I would like to conclude this presentation by reminding you that we have planned and we are preparing a very important Investor Day for June 13 in Auburn Hills, where we want to deep dive with you on a certain number of additional topics so that we give our investors the possibility to understand exactly what we are doing to continue to create value for Stellantis. Thank you very much. Back to you, Mr. Chairman.
John Elkann
executiveThank you, Carlos. Thank you for the outstanding '23 results, but more importantly, what is ahead. And I think what you heard by Carlos on the love of the product, on the incredible products that are coming to life and also the abilities of Stellantis not only to master technologies but to be adaptable with those technologies is the foundation of what lays ahead. Let's now move to the formalities of the meeting. Unfortunately, because of prior commitment the other members of the Board are not able to attend this meeting. Mr. Giorgio Fossati, the Secretary of the Board, is appointed as Secretary of this Annual General Meeting of Shareholders. Notorial minutes will be made of this meeting. The civil law notary, Mr. Dirk-Jan Smith of Freshfields Amsterdam, who is hosting us. Thank you. He is present at this meeting for this purpose. I also welcome [ Mr. Yvon Salal, Mr. Peter Land and Mr. Alessandro Dave, ] all representative of Ernst & Young, the company's external auditor, who are present at the shareholders' meeting and are available to answer any questions relating to their audit report on the company's 2023 annual accounts. This meeting is being publicly broadcasted live from Stellantis website, for those wishing to follow the meeting remotely. I thank all those who are connected via the webcast. The meeting will be held in English. There are headphones available for simultaneous translation from English into Dutch or French or Italian for those who would like to use them. The notice for the meeting was published on the company's website on 4 March 2024. I know that the meeting has been convened in accordance with the legal and statutory requirements. I kindly request you to switch off your mobile phones and similar equipment during the meeting since the use of audio/video recording devices by shareholders is not allowed. In the interest of a smooth course of the meeting, I invite everyone -- anyone wishing to speak in relation to the items on the agenda to reserve time to speak at the shareholders' assistant table and to specify the issue they wish to discuss. I kindly request those of you who wish to address the meeting to use one of the microphones in the meeting room. And as soon as I have granted permission to address the meeting to state your name clearly and if applicable also the name of the personal company that you're representing. Shareholders who will be called to speak at the microphone must be concise and strictly relevant to the agenda item being discussed. Any speeches, which become a mere disturbance or interference for the other participants, or which are offensive or improper will not be allowed. Since the meeting is held in English, question should be posed preferably in English. Responses will be in English. Questions may also be in Dutch, French and Italian. Responses will be in English. As Chairman of the meeting, I'm responsible for managing the meeting and keeping the order of the meeting. In order to ensure that all shareholders are giving a chance to participate in the discussions, I reserve the right to limit the time that a shareholder addresses the meeting. As a guideline, I consider appropriate and maximum of approximately 5 minutes for each speaker, for each agenda item during which time any voting declaration should be made. In the interest of an orderly course of proceedings, I reserve the right to deny a shareholder the right to continue to speak if such a shareholder does not limit his time to approximately 5 minutes or if questions do not relate to the agenda item being discussed or do not relate to the business of the company. Voting will take place electronically. The preliminary voting will be displayed on the screen upon close of the vote. And the official results will be subsequently published on company's website after the meeting in compliance with the applicable laws and regulations. Agenda items will be discussed in accordance with the order of the agenda of the meeting agenda subitems will be discussed in sequence. If in relation to agendas of item questions arise. I will park such questions until I have closed the discussion on the last subitems of that agenda item. And as such questions can immediately be answered by me or Mr. Tavares. Voting on subitems will be deferred until I have closed the discussion on the last agenda subitem or if any, the last-part questions. May I ask you to insert your smart card into your voting device with the chip facing you. You will see your name appear in the display. If this is not the case, please raise your hand, so the hostesses can assist you. You can keep the smart card inserted in the voting device for the entire duration of the meeting. When you will be requested to vote, you have to press the button of your choice. 1 for the proposal, 2 against the proposal, 3 abstained. Please see the voting instructions that have been handed out at the entrance of the meeting room. If you're a holder of special voting shares and should you wish to exercise a split vote, or generally should you wish to exercise a split vote on your holdings, please go to the shareholders' assistance table, and they will help you to exercise the split vote. The voting device must be returned to the hostesses at the entrance of the meeting room whenever you leave temporarily and at the end of the meeting. As to the number of shares issued and related voting rights, I know that the information relating to the attendance list and the information regarding the number of votes that may be cast at this meeting are the following. As at the record date for this Annual General Meeting, 3,165,220,176 common shares were issued and 312,590,349 common shares were outstanding with an equal number of voting rights exercisable. In addition, 866,522,224 Class A special voting shares are issued and 866,411,716 Class A special voting shares are outstanding with an equal number of voting rights exercisable, while all the issued 280,622 Class B special voting shares are owned by the company, and therefore, no voting rights is exercisable by Class B special voting shares. As a consequence, the total voting rights, which could be cast at the AGM equals to 3,879,2065 no vote may be cast on shares held by the company or any of its subsidiaries. According to the attendance list, 79.9% of all outstanding shares in the capital of the company are present and represented at this meeting. The total number of voting rights at this meeting amounts to 399,245,617. In total, [ 3,93,942,384 ] votes have been cast by the use of electronic means of communication prior to the meeting. These voting instructions have been processed by entering the voting instruction for each individual agenda item into the electronic voting system. Votes already cast by use of electronic means will be included in the voting results. As further set out in the company's Articles of Association, no person acting alone or in concert together with votes exercised by affiliates of such person or pursuant to proxies or other arrangements comparing the right to vote, may be able to exercise directly or indirectly, voting rights on shares at a general meeting reaching or exceeding 30% of the vote that could be cast at that general meeting of the company. The maximum voting threshold for this meeting is 929,800,332. This threshold has been published on Stellantis website on April 10, 2024, and in accordance with the company's Articles of Association. Now that I have addressed all formalities, I will turn to Item 2 of the agenda. The annual report for 2023 was made available on the company's website and at the company's office for March 4, 2024. I will now spend a few moments providing a brief summary and explanation of all 7 agenda items on this agenda item 2. The first 2 agenda subitems will not be voted upon as they are discussions item only. The fourth agenda subitem is advisory voting. The last 3 agendas subitems of this agenda 2 are voting items. The first subitem, 2a concerns the report of the Board of Directors for the financial year 2023, which is constrained in the company's annual report in 2023. This is a discussion item only. Subitem 2b concerns to policy on addition to reserves and on dividends, and is a nonvoting item for discussion only. Company's dividend policy contemplates an annual ordinary dividend to be distributed by company to the holders of common share targeting a payout ratio 25%, 30% of the company's net profits for the relevant prior financial year. The actual level of dividend to be distributed by the company will be determined by the Board of Directors in its sole discretion or were subject to factors that the Board of Directors may deem relevant at the time of a dividend distribution. The company is proposing to shareholders to approve EUR 4.7 billion distribution on common shares and the agenda item 2f. I will further elaborate on that when we come to agenda item 2f. The subitem 2c concerns the corporate governance chapter included in the company's annual report 2023 following the publication December '22, with an updated version of the Dutch Corporate Governance Code. Company is required to report on its compliance with the 2022 code. This is a discussion item only. Remuneration report. Subitem 2e concerns the 2023 remuneration report. The results of the voting will be regarded as an advisory, nonbinding vote with respect to the remuneration report for 2023. Pursuant to Dutch Remuneration Report for 2023 must explain how the voting by the shareholders in the previous annual general meeting have been taken into account from the advisory voting of the '23 remuneration report at the annual general meeting, which was positive for 80.4%. The company and the Remuneration Committee continue the engagement with shareholders since 2022 for feedback and dialogue regarding company's compensation philosophy and pay practice. Beginning in 2023, a number of changes were made to the company's remuneration practice and disclosures. Such changes include modifying the payout schedule for relative total shareholder return, TSR metric for long-term incentive compensation, which will not allow for an investing payout for the low medium performance relative to the TSR peer group. An amendment to the compensation policy as approved by shareholders at the AGM of 2023, provided 100% Performance Share Units for Executive Directors and the Long-Term Incentive Plan, time-based restricted stock units are no longer provided. Based on the feedback received by shareholders from the continuing shareholder campaign, the overall disclosure and transparency of the 2023 Remuneration Report has been enhanced to reflect the company's pay-for-performance policy and philosophy in aligning Company Performance with the company's incentive plan, in particular, the CEO Transformation Incentive, as significant progress has been achieved with the transformation to electrification and technology versus the industry. For the 2023 annual incentive plan, the Remuneration Committee approved the addition of an ESG metric focusing on carbon emissions reductions through the sale of our low-emission vehicles in Europe and the U.S. The company's practice of providing more transparency and clearer representations of its pay and governance practice have continued within the 2023 remuneration report. The remuneration report for 2023 is contained in the company's annual report 2023. It is proposed to the general meeting of shareholders to cast a favorable advisory vote. Subitem 2e concerns the adaptation of company's accounts. Company's '23 annual accounts have been drawn up by the Board and audited by Ernst & Young Accountants, [ Mr. Yvon Salal, Mr. Peter Land ] who have issued an unqualified opinion. The external auditors are available to answer any questions relating to their reports on the fairness of the 2023 annual account. The Board proposes to the shareholders' meeting to adopt the 2023 annual account. Subitem 2f concerns the 2023 dividend. This is a voting item. Proposed dividend entails the payment to the holders of common shares of EUR 1.55 per outstanding common share, equal to a payout ratio of 25% of the company's net profit. This will result in an aggregate dividend payment of EUR 4.7 billion. Upon approval by the General Meeting of Shareholders, the expected calendar for the common shares listed on the New York Stock Exchange, Euronext Milan and Euronext Paris will be as follows; ex-date April 22, 2024; record date, April 23, 2024; and payment date May 3, 2024. The Board proposes to the shareholders to approve the EUR 4.7 billion dividend on common shares. The final subitem 2g concerns both the granting of discharge from liability of the executive directors in respect of the performance of their management duties in the financial year 2023 and the nonexecutive directors, Board for the performance of their nonexecutive duties for the financial year '23. This is a voting item. Now that we have dealt with all subsections of agenda item 2, it's time to address the questions. As a guideline, I consider appropriate a maximum of approximately 5 minutes for each speaker for each agenda item during which time any voting declaration shall be made. Shareholders who have reserved time to intervene are now invited to speak according to the order of reservation. I now close the discussions of Agenda Item 2 and prior to turning to relevant voting subitem, I'd like to provide responses to -- well -- I was reading. So Mr. Fossati, Stellantis General Counsel will readout the questions received and the company's answers.
Giorgio Fossati
executiveThank you, Mr. Chairman. We have received questions in advance of this meeting. Since this is a physical meeting, we are not required to answer them. However, we would like to provide a brief summary of the questions received and our responses and detailed announcements will be posted on our website in the section dedicated to this meeting. We have received several questions from the Forum for Responsible Investment, FIRR. I will list these questions along with a short summary of our responses. The questions relate to the -- first question relates to decarbonization targets for the 3 Scopes, the actions planned, the contribution of each of these actions, the related investments and the reference scenario of our decarbonization strategy. Stellantis aims to achieve carbon net zero by 2038 with a single-digit percentage offset of remaining carbon emissions. As part of its Dare Forward strategic plan, the company aims to reduce its carbon footprint by 50% by 2030 in terms of intensity, terms of CO2 equivalent per vehicle from our 2021 baseline. Key target for 2030 include a 75% reduction in absolute Scope 1 and 2 GHG emissions, fleet electrification and a 40% reduction in CO2 emissions from purchased BEV parts, Scope 3 upstream compared to our 2021 baseline. Stellantis plans to invest EUR 30 billion in electrification and software between 2021 and 2025, in line with its Dare Forward 2030 strategic planning. In 2023, the company reported EUR 3.2 billion in taxonomy aligned CapEx and EUR 1.3 billion in taxonomy aligned OpEx. However, this does not include EUR 2.6 billion of investments in eligible companies such as Leapmotors, a leader in new energy vehicles in China. Symbio, company focused on zero-emission hydrogen mobility. Punch Powertrain, a player in new electrified transmission. StarPlus Energy and NextStar, both focused on electric battery assembly. Stellantis calculates its carbon footprint in accordance with the greenhouse gas protocol and ISO 14/64 standards and its 2030 interim targets are consistent with the Paris Agreement and 1.5 Celsius centigrade scenario. Another question relates to our assessment of dependencies, risks and opportunities related to biodiversity and our related disclosures. Stellantis is committed to protecting biodiversity through measures such as achieving carbon net zero by 2038, Circular Economy and reducing pollution and water consumption. Stellantis focuses on biodiversity, inventories, awareness, raising campaigns and the use of the RENATU tool to assess green area at its production sites. Stellantis also implements projects to preserve natural habitats. In terms of disclosure, the results of the double materiality assessment related to the CSRD, the Corporate Sustainability Reporting Directing and European Sustainability Reporting Standards will be published in the 2024 sustainability statement in the annual report. We anticipate that Stellantis will report on biodiversity and ecosystems as a material issue. In the 2024 annual report, Stellantis will comply with European corporate sustainability regulation, disclosure regulation, including disclosure under the requirements of the European standard for reporting in sustainability. The role -- another question relates to the role of the Circular Economy in the company's strategy and its contribution to other sustainable development issues such as decarbonization and biodiversity, results, risks and costs and investments to support the Circular Economy. The Circular Economy is an integral part of the company's strategy. Stellantis Circular Economy business unit aims to generate revenue for more than EUR 2 billion by 2030, focusing on extending the life of parts and vehicles and increasing recycling revenues. Stellantis is implementing a comprehensive 360-degree sustainable business based on Circular Economy principles to extend product life and reduce waste. The company's Circular Economy business unit includes participation in innovative start-ups, strategic partnership, joint venture and investments. In 2020, Stellantis invested in [ Amana ] Global an e-commerce platform for multi-brand original used car parts. And in 2022, signed a partnership with Qinomic to provide an e-retrofit solution. In 2023, Stellantis formed a joint venture with the metal recycler Gallo to manage end-of-life vehicles and open a Circular Economy hub in Turin, Italy with plans to expand globally. Stellantis is also owns 32 stake in Miracle Oruide Guangzhou, China, to build Circular Economy capabilities for engine remanufacturing. The unit contributes to the company's decarbonization strategy. The Circular Economy business unit is critical to Stellantis decarbonization strategy by offering parts and services derived from Circular Economy activities. Stellantis can reduce its carbon footprint, raw material consumption, environmental impact to water and energy consumption reduction, waste management, recycling and conducting life cycle assessment of vehicles. The transition to electrified vehicles is causing a shortage of critical materials such as lithium, nickel and cobalt. To mitigate these risks, Stellantis is implementing measures such as limiting the use of critical materials, monitoring strategic materials, developing alternative materials and partnering with the European raw materials alliance. The company is also focusing on opportunities in the Circular Economy, reusing or remanufacturing parts and using environmentally friendly materials. The company is also addressing increased regulation of end-of-life processes such as the EU battery regulation, which may increase manufacturer obligation and result in surcharges. To mitigate this risk, Stellantis is implementing measures to reduce logistic costs, extends the life of the HVB before recycling and reuse HVB components for energy storage. In terms of investments, we note that the Circular Economy Hub in Mirafiori was an investment of EUR 40 million. Another question relates to the actions taken by the company to circularize its business model, plans for the future development of the Circular Economy. Stellantis aims to change consumption models starting from the way we design products what we call design for Circular Economy, which means using materials and designing components that are easier to disassemble, recover and recycle at the end of their life. Recycling production scraps and returning waste and materials to the production cycle, using green materials such as recycled and natural origin materials. Stellantis plan to launch the first vehicle with 40% green materials by 2030. In 2023, more than 2 million parts, including catalytic converters, alloy wheels and high-voltage batteries will be recycled by the Sustainera Valorauto and Galloo and Stellantis. Stellantis has harmonized its contracts for the collection and recycling of high-voltage batteries in Europe and China, giving dealers, factories, R&D centers and dismantlers access to local recyclers. In October 2023, Stellantis and Orano signed a memorandum of understanding to establish a joint venture for the recycling of electric batteries and scrap from gigafactories in Enlarged Europe and North America. The joint venture will focus on pretreatment to produce materials for reusing batteries. Stellantis inaugurated its first Circular Economy Hub in Turin, Italy in 2023, focusing on the manufacturing of parts and high-voltage batteries, vehicle dismantling and vehicle reconditioning. The regional hubs will enable vertical integration and know-how transferred thereby increasing efficiency. B-Parts, a partner in the reuse business channel will expand its operation in the United States by March 2024. Stellantis plan to expand its product portfolio, including Remanufacture, Repair and Reuse and Recycled parts to meet a wider range of customer needs. The company will also introduce a newly manufactured perhaps newly manufactured parts in Europe and North America. Stellantis is also expanding its local loops, connecting manufacturing facilities to look at regions to ensure efficiency and reduce environmental impact. Another question relates to employee engagement on sustainability issues, including training and development of framework agreements with employees. Stellantis is implementing a climate school to educate employees on climate change with the goal of achieving net zero emission by 2038 and to encourage ongoing professional development and action on climate change. Stellantis is also discussing an international framework agreement with global trade unions focusing on environmental protection and climate change initiatives. Another question is about the number of shares repurchased created and deal by the company in recent years as compared to R&D and CapEx investments. In the first year after the creation of Stellantis, no common shares were held and no repurchases or cancellation were made. In the second year, 69.2 million common shares were repurchased and 11.6 million common shares were issued to service the LTI plans. In the third year, 142 million common shares were repurchased and 16.6 million common shares were issued to service LTI plants. Stellantis allocate significant capital to R&D and capital expenditures with 20% of market capitalization to be reinvested by 2023. Share buybacks amounted to EUR 2.4 billion and are expected to remain below the R&D and CapEx. Another question relates to our definition of living wage or equivalent, and our living wage policy or commitment methodologies and disclosures. To determine the appropriate living wage amount Stellantis partnered with the Fair Wage Network, a globally recognized authority on fair and living wages. The Fair Wage Network created a global database of living wage amounts for over 200 countries and cities identifying gaps between the government minimum wage and the living wage calculated by the Fair Wage Network to ensure companies are paying employees at or above that amount. Global Compensation and benefit leaders accessed the Fair Wage Network database compares Stellantis wage to living wage calculation resulting in adjustment to base salary. Stellantis is committed to provide fair compensation and benefits with its employees. Minimum wage thresholds are set at manufacturing sites and supplier risk assessments are conducted, including on employee compensation. Noncompliance requires action plans and monitoring and suppliers that failed to improve might be removed from the Stellantis supplier panel. Another question relates to number of funds labeled as responsible offered to our employees in France and the involvement of social partners in the selection and monitoring of these funds. Stellantis aims to create sustainable and shared value for its employees. Employees in France are offered a savings plan, which share ownership and investment in the ISR Impact Rendement Solidaire. By 2023, 43% of employees in France will be eligible for a supplementary pension plan with 2% of the total outstanding in free management invested in this fund. Employees in the United States can choose from several investment options, including equity, fixed income, domestic and international and a full brokerage option. Stellantis social partners are involved in decision-making, arbitration and regular meetings with external concern. Employees representative received daily economic and market updates, including ESG developments. Further question is about tax responsibility, related disclosures country-by-country tax reporting companies, effective tax rates for 2023. Stellantis tax policy approved by the Audit Committee emphasizes integrity, accountability and transparency in the management of business and tax affairs and ensures that all taxes is paid legally in the countries in which the company operates. Stellantis tax policies prohibits the implementation of artificial arrangements that shift value to low tax jurisdictions or the adoption of tax positions that are not adequately supported by the applicable law. Stellantis diligently prepares and files country-by-country tax reports with the Dutch authorities, ensuring compliance with EU and other applicable disclosure requirements. Stellantis N.V. effective tax rate for 2023 is 16.9% lower than 20% due to unrecognized deferred tax assets. The company is committed to pay all income taxes legally due in our jurisdictions. Another question relates to influence activities in the ESG domain, their alignment with the group's sustainability goals and CSR strategy, key influence activities related to material ESG issues, jurisdictions in which these activities are carried out, alignment of trade association positions with our ESG objectives, governance of relevant activities, employee training and director skills and training in this area. Stellantis has approved positions that align with its Dare Forward 2030 strategy and cover CO2 emission, Ethics and Vehicle Safety. This position are available in the 2022 CSR report and in the 2023 report with governance information available on the website. The global corporate office and public affairs officer, oversees Stellantis global public affair and reviews and approved budgets. They report to the CEO and the Stellantis Public Affairs with Dare Forward 2030 strategic plan. Stellantis Public Affairs Department complies with the code of conduct and the group public affairs charter with senior managers trained in governance, corporate policies and the company's delegation of authority. Another question relates to ESG skills of Directors, training of directors on ESG issues and relevance of ESG skills in the selection of directors. The Board of Directors is composed of diverse profiles, selected on the basis of the professional and personal qualification to ensure complementary skills for the oversight of the company's strategy. The Board and its committees regularly discuss CSR issues, engage with management experts and update their knowledge of regulatory frameworks and key issues. The Board and its committees conduct annual self-assessment of Board members' competencies, including ESG and CSR on both a collective and individual basis. The appointment of new directors is influenced by the CSR component, taking into account technical skills, professional background, international experience, macroeconomic dynamics and globalization of industries and financial sectors. We have received additional questions on biodiversity submitted by the trust. They relate to: first, the company's commitment to the reporting framework promoted by the Taskforce of Nature-related financial disclosure, TNFD and to biodiversity reporting more generally. Protecting biodiversity is a complex process. Stellantis understands the factors that contribute to biodiversity loss and it impacts Stellantis has, therefore, implemented specific measures to further minimize this issue such as the commitment to be carbon net zero by 2038 to reduce the use of natural resources by development of Circular Economy and to reduce pollution and water consumption. Stellantis has committed to a progressive approach to first reduce impacts then restore and finally recover biodiversity. The results of the double materiality assessment related to the corporate sustainability report in directing and European sustainability reporting standard will be published in the 2024 sustainability statement in the annual report. We anticipate, as mentioned, that Stellantis will report on biodiversity and ecosystem as a material issue. In the 2024 annual reports, Stellantis will comply with the European CSRD regulation, including disclosure in accordance with the requirement of the [ FTSE4 ] standard. Second question from the trust is the adoption -- about the adoption of science-based targets, SBTN and type science-based targets for nature; 2, to materialize our ambition to conserve biodiversity. Stellantis closely follows the development of SBTN and other methodologies and frameworks, such as TNFD, Taskforce on Nature-related Financial Disclosure, and we continue to evaluate all the different biodiversity management tools to meet the outcome and the upcoming requirements of the European Corporate Sustainability Reporting directing and the European Taxonomy Legislative Proposal. Stellantis currently uses RENATU tool to assess the biodiversity, green areas at its production sites. RENATU is a self-assessment tool developed to assess the biodiversity of industrial sites or developed areas. And that concludes our answers to the questions that we have received in advance of the meeting. As mentioned, complete a written answer in more detail will be posted on our website. And with that, I turn the floor back to the Chairman. Thank you.
John Elkann
executiveThank you, Giorgio. I now turn to the -- for relevant voting subitems of Agenda Item 2. First, I will put Item 2 on the agenda to the advisory role in relation to the remuneration report 2023. I request the operator to activate the voting system. The voting device will now display the voting options. I declare the resolution open. Please cast your voting by pressing the voting of choice. [Voting]
John Elkann
executiveI now declare the voting of this subitem closed. I established that the general meeting advises positively in relation to the 2023 Remuneration Report. Thank you. I will put item 2e of the agenda concerning the adoption of the company's 2023 annual accounts. This is a binding voting item. [Voting]
John Elkann
executiveI now declare the voting of the subitem closed. I note that the proposal has been approved, and the company's 2023 annual accounts have been adopted by the meeting. Thank you. I will put item 2F of the agenda concerning the adoption of the company's 2023 dividend. This is a binding voting items. [Voting]
John Elkann
executiveI now declare the voting of this subitem closed. I know that the proposal has been approved and that the company's 2023 dividend has been adopted by the meeting. Lastly, we'll put item 2G of the agenda to the vote, the granting of discharge from my ability executive directors and the nonexecutive directors of the Board. This is a binding voting item. [Voting]
John Elkann
executiveI now declare the voting on the subitem closed. I note that the proposal has been approved and that the granting of discharge from liability of the executive directors and the nonexecutive directors of the Board has been adopted by the meeting. I now move on to the next item of the agenda. On February 15, 2024, Mr. Kevin Scott, an Independent Non-executive Director of Stellantis, appointed on January 4, 2021, for the term of office of 4 years beginning on January 17, '21 announced his resignation from his position as a member of the Board of Directors of Stellantis. The resignation will become effective at the closing of the 2024 General Meeting of Shareholders. Taking into account the requirements set out in the Company's Articles of Association, the company's Board regulations and the arrangement originally agreed between FCA and PSA in relation to the first 4-year period, the following merger of FCA and PSA, it is proposed to the General Meeting of Shareholders to appoint Ms. Claudia Parzani, the successor, Non-Executive Director. Ms. Claudia Parzani does not hold any shares of the company. In accordance with Article 19.10, second sentence, of the Company's Articles of Association, it is proposed by the Board of Directors that the appointment of Ms. Claudia Parzani as non-executive directors will be for initial period of 1 year only, provided, however, that unless she resigns at an earlier date, the terms of office shall therefore lapse immediately after the close of the first Annual General Meeting of Shareholders held after 1 year have lapse since her appointment. If you have any questions in relation to the appointment of the Non-Executive Director, this is the appropriate moment to ask such questions. Thank you. So we'll ask for vote. The voting is open. [Voting]
John Elkann
executiveI establish that the proposal has been approved, and that Ms. Claudia Parzani has been appointed as Non-Executive Director for a period of 1 year only, provided unless she resigns at an earlier date, the term of office shall therefore lapse immediately after the close of the first Annual General Meeting of shareholders held after 1 year, have lapsed since here appointment. I will now move on to the following item on the agenda. I will now spend a few moments providing a brief summary and explanation of the 2 agenda subitem of this agenda item 4. After Tavares explained these 2 agendas subitem, shareholders who have reserved time on any of the subitems will be invited to speak, and there will be an opportunity for discussion, questions and observations. Both the agenda, subitem of this agenda item 4 voting items. Voting on those subitems will take place after we'll have close the discussion on this agenda item. Also to designate the Board of Directors as the corporate body offers to issue common shares and to grant rights to subscribe for common shares is provided in the Article 7 of Company's Article Association. Under agenda subitem 4a, it is proposed to designate the Board of Directors as the corporate body of right to issue common shares of the company's capital and to grant rights to subscribe for common shares in the company's capital. This proposal concerns extensions of the authorization of the Board of Directors as per the date of the 2024 General Meeting of Shareholders for a period of 18 months and therefore, up to and including October 15, '25, and is limited to 10% of the issued common shares for general corporate purpose as per the date of the 2024 general meetings of shareholders, which can be used for any and all purpose. Proposed authorization will allow the Board of Directors to be flexible and to respond quickly to circumstances that require the issuance of an order to grant rights to subscribe for common shares. If approved, the authorization granted will replace the current authorization of the Board of Directors to issue common shares, and to grant rights to subscribe for common shares in the company's capital, which was granted by the General Meeting of Shareholders held in April 13, 2023 for a period of 18 months starting on April 13, 2023. The proposal to designate the Board of Directors as the corporate body authorized to limit or to exclude preemption rights for common shares as provided for in Article 8 of the company's Article of Association. On the agenda subitem 4b that's proposed to designate the Board of Directors as the corporate body authorized to limit or to exclude preemption rights in connection with the issue of and/or granting of rights to subscribe for common shares in the company's capital. This proposal concerns the extension of the authorization of the Board of Directors as per the date of the 24th General Meeting of shareholders for a period of 18 months and therefore, up to and include on October 15, 2025, being the date 18 months from the date of today. The proposal authorization under agenda item 4b, in combination with the authorization under agenda item 4a, will enable the Board of Directors to be flexible and to respond quickly to circumstances that require an issuance of common shares with or under limitation or exclusion of preemptive rights. The authorization to limit or exclude preemptive right is connected to and therefore, limited to the same percentage of the capital as described under agenda item 4a. Accordance with Article 8 of the company's Article of Association, this proposal must be adopted with a majority of at least 2/3 of the votes cast if less than 1/2 of the issued share capital is representative of the General Meeting of Shareholders. 1/2 or more of the issued share capital is represented at the General Meeting of Shareholders, the resolution can be adopted with a simple majority of the votes cast. If approved, the authorization granted will replace authorization of the Board of Directors to exclude or limit preemptive rights with respect to common shares, which was granted by the General Meeting of Shareholders held on April 13, 2023 for a period of 18 months starting on April 13, 2023. Thank you. I open for any questions. There being no further questions on agenda item 4, I will put the relevant resolutions to the vote. I will put item 4a of the agenda to the vote. I now declare the voting of the subitem open. [Voting]
John Elkann
executiveI note that the proposal has been adopted by the meeting. Thank you. I will put item 4b of the agenda to the vote. Please cast your voting by pressing the button of your choice according to the voting instruction shown on the screen. [Voting]
John Elkann
executiveI now declare the voting on this item closed. I note that the proposal has been adopted by the meeting. Let us move on to the next agenda item. Delegation to the Board of Directors of the authority to acquire common shares in the company's capital. The Board of Directors believes that it's beneficial for the company to have the flexibility to acquire common share, inter alia, to service employee equity plans globally and equity-based incentive plans of the company and to enable the Board of Directors to carry out share buyback programs if the Board of Directors considers such buybacks would be in the best interest of the company and its stakeholders. Therefore, it is proposed that the General Meeting of Shareholders delegates the authority to acquire common shares in the company's capital to the Board of Directors, either through purchase on the stock exchange, public tender offer and offered for exchange or otherwise up to a maximum number of shares equal to 10% of the company's issued common shares per the date of the 2024 General Meeting of Shareholders. In time during the period of 18 months from the date of today, and therefore, up to October 15, '25, the price is applicable shall be within the margin stated in the explanatory notes to the agenda. This delegation authority does not impose an obligation on the company to acquire its own common shares but will allow the Board of Directors to be flexible and to respond quickly to circumstances that require a repurchase of the company's common shares and can be used for any and all purposes. The adoption of this proposal by the General Meeting of Shareholders will replace the current authorization of the Board of Directors to repurchase common shares in the company's capital which was granted by the General Meeting of Shareholders for a period of 18 months from April 13, 2023. Questions and answers. I now close the discussion of agenda Item 5 and turn to the relevant vote. I now declare the voting open. [Voting]
John Elkann
executiveI now declare the voting on this item closed. I know that the proposal has been adopted by the meeting. Cancellations of shares in the capital of the company. I will now spend a few moments providing a brief summary and explanation of the 2 agenda subitems of this last agenda item 6. After I have briefly explained this 2 agenda subitems, shareholders who have reserved time on any of those items will be invited to speak. There will be the opportunity for discussion, questions and observations. Both the agenda of subitems of this agenda item 6 are voting items. Voting on those subitems will take place after we'll have closed the discussion on this agenda item. It is proposed to the general meeting to cancel any or all common shares in the share capital of the company which are held by the company on the date of the 2024 General Meeting of Shareholders or will be acquired by the company under the authorization referred to under Agenda Item 5. The actual number of common shares that will be canceled will be determined by the Board of Directors. Maximum of the number of common shares held by the company on the date of 2024 General Meeting of Shareholders, plus the number of common shares that may be acquired by the company and accordance, the authorization referred to under agenda item 5, the cancellation may be affected by the Board of Directors in 1 or more tranches. Common shares held by the company and its own share capital include 142,090,297 common shares that have been acquired under the 2023 EUR 1.5 billion share buyback program. And from Dongfeng Motor International Limited, a subsidiary of Dongfeng Motor Group Company, a major shareholder of the company. Purpose of this proposal is the cancellation of common shares held by the company that will be acquired in accordance with the authorization referred to under the agenda Item 5 to the extent that such common shares shall not be used to cover obligations under employee equity plans, share-based compensation plans or any other obligation. Cancellation of the common shares shall be affected with you observance of the provision of Section 2:100 of the Dutch Civil Code and the company's Article of Association. This applies to each tranche. B is proposed for the general -- to the General Meeting of Shareholders to cancel [ 208,622 ] Class B special voting shares in the share capital of the company held by the company and its own capital. Class B special shares were created in connection with the merger between Fiat Chrysler Automobiles N.V. and d Peugeot S.A. effectuated in 2021 by the conversation of the FCA special voting shares, the large majority of them were acquired for no consideration by company from Exor N.V. and canceled in October 2021. The remaining Class B special voting shares were exchanged with newly issued Class A special voting shares in accordance with Article 7.5 of the terms and conditions of the special voting shares. As a result, all of the 208,622 issued Class B voting shares are held in the company's treasury. The Cancellation of Class B special voting shares shall be affected with the observance of the provisions section 2:100 of the Dutch Civil Code and the Company's Article of Association. Shareholders who have reserved time on this item are now invited to speak according to the order of their reservation. There being no further questions on agenda Item 6, I will put the relevant resolutions to vote. I will put item 6a of the agenda to the vote. Please cast your voting by pressing the button of your choice according to the voting instruction shown on the screen. [Voting]
John Elkann
executiveI now declare the voting on this item closed. I will put items 6b of the agenda to the vote. [Voting]
John Elkann
executiveI now declare the voting on this item closed. I note that the proposal has been adopted by the meeting, and we have come to an end of this meeting. I would like to thank you all for being here in person with us and for all who have followed us virtually. We've tried to be quick and efficient, and we're very grateful by your support for what has been an extraordinary year and your support for the year and decades to come. Thank you. Thank you, well.
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