Ladies and gentlemen, on behalf of the Board, I, Dirk-Jan Smit of Freshfields Amsterdam, civil law notary , as Chair of this meeting, would like to welcome you to the Iveco Group NV Annual General Meeting of Shareholders. The convening notice of the meeting was published on the company's website on the 5th of March 2025, in accordance with legal and statutory requirements. As Mr. Lorenzo Simonelli, the Senior Non-Executive Director, is unavailable, the Board appointed me to chair the meeting. Ms. Suzanne Heywood, Chair of the company, and Mr. Olof Persson, Chief Executive Officer, are attending by remote connection, while the external auditor, Mr. Marcel van Leeuwen from Deloitte Accountants BV, is present on site. They are available to answer questions in their respective remits. Mr. David Hart, deputy civil law notary of Freshfields Amsterdam, is appointed Secretary of this meeting. Proceedings will be held in English.
There are headphones available for simultaneous translation from English into Dutch for shareholders attending in person. The meeting is being broadcast live via webcast on the Iveco Group's website. The use of audio/video recording devices by shareholders is not allowed. I invite those attending in person who wish to speak to liaise with the shareholders' assistance table and specify the issue they would like to discuss. I kindly request those of you who wish to address the meeting to intervene when invited to do so using one of the microphones in the meeting room, clearly stating at the beginning of your speech your name and, if applicable, the name of the person or company that you are representing. In the interest of an orderly meeting, shareholder speeches must be concise and strictly relevant to the meeting, with a maximum of five minutes for each shareholder.
Any comments constituting a disturbance or that are offensive or improper will not be allowed. I reserve the right to deny a shareholder the possibility to continue to speak beyond the five minutes, or in case their comments do not relate to the business of the company or any voting declarations. Shareholders have been granted the opportunity to submit written questions in advance of the meeting. However, today the company received no questions. Shareholders have been given the opportunity to exercise their voting rights prior to the meeting via web procedure. For shareholders attending today in person, voting will take place electronically. I would now like to 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 to allow the personnel in charge to assist you. You can keep the smart card inserted in the voting device for the entire duration of the meeting. In the event you wish to exercise a split vote on your holdings, please go to the shareholders' assistance table. When voting on each agenda sub-item commences and the voting system is activating, the voting device will display the voting options. Please press the button of your choice on the voting device. Press one if you want to vote for the proposal, press two if you want to vote against the proposal, and press three if you want to abstain from voting on the proposal. Votes to abstain will not be calculated as part of the votes cast.
The final voting results, including votes cast in advance of the meeting, will be posted on the company's website after the meeting. Now I will leave the floor to the Chair and the Chief Executive Officer of the company for their addresses to the shareholders.
Dear shareholders, good morning and good afternoon to all of you joining us from around the world and to everyone present in Amsterdam. I'm delighted to speak with you today and to have the opportunity to highlight key moments from Iveco Group's third year of operations. Last year was transformative for us, marked by steady progress in many areas. These include alternative propulsion, digitalization, financial discipline, and a renewed commitment to responsible business practices. We achieved this against a backdrop of geopolitical and economic uncertainty, which affected global trade, energy markets, and supply chains. To stay resilient and competitive, we took an assertive approach, designing, producing, and delivering increasingly efficient and forward-thinking products and services tailored to our customers' needs. We are proud of what we achieved in 2024, meeting or even exceeding all our financial targets for the third consecutive year.
This was possible because our five business units, along with the team supporting them, worked with determination to manage costs and maintain strong pricing discipline. I want to take this opportunity to thank all our employees for their commendable performance and you, our shareholders, for your ongoing support and continued confidence in our ability to deliver long-term value. It is a primary objective of any business to create value for its stakeholders. With that in mind, allow me to highlight a few of the strategies that Iveco Group has formulated to accomplish this. Advancing our multi-energy offering is a strategic focus that supports customers as they transition towards more sustainable solutions. Alternative fuels and electricity are viable low and zero-carbon options for both passenger and goods transport, and they are totally aligned with Iveco Group's commitment to promoting sustainable mobility.
In 2024, we saw increasing demand for alternative propulsion systems, and we expect this trend to continue, giving our multi-fuel powertrains a competitive advantage. The group's ability to keep pace with advancements in vehicle technology is also critical. The strategic plan we presented at our Capital Markets Day in March last year calls for investments that foster innovation in the development of both existing and new products and services. Among these are connected and digital solutions, automation, and electrification. To this end, in June, we signed a term loan facility for EUR 150 million with CDP. Through these resources, Iveco Group will develop innovative technologies and architectures in the field of electric propulsion and further develop solutions for autonomous driving, digitalization, and vehicle connectivity. The aim is to increase efficiency, safety, driving comfort, and productivity.
Another strategy to compete effectively and continue to be recognized by suppliers as a true partner involved taking a responsible approach to the management of our supply chain. We worked hard to build long-lasting and mutually beneficial collaborations with qualified suppliers that share our principles. This is helping to build an even more robust supply chain so that we all remain resilient, even in challenging times. These efforts contributed to our performance in a year marked by change and uncertainty. In our usual manner, we embrace the changes as opportunities to drive growth and innovation. I'd like to share just a few of our key milestones from 2024. On the 14th of March, as I said, we hosted our first Capital Markets Day, where we unveiled our new strategic business plan.
Having achieved our primary targets for 2026 well ahead of schedule, we presented our new business ambitions and financial targets for both the mid and long term. Olof will provide more detail on this and on our different business units in just a few minutes. Speaking of Olof, in April, our Board of Directors announced the leadership transition with Olof Persson succeeding Gerrit Marx as our Chief Executive Officer as of the 1st of July. As you know, Olof had served as an Independent Director on the Board since the group's founding and had been closely involved in shaping our strategic direction, including the development of our new plan. Thanks again, Olof, for accepting this challenge and bringing your executive leadership experience, deep industry knowledge, and clear understanding of Iveco Group to your new position.
Olof was with us in September when we participated in the IAA Transportation Fair in Hanover, Germany. We showcased our multi-energy strategy, spotlighting our innovative engines, which can operate on diesel, natural gas, or hydrogen. We presented our model year 2024 range of trucks and vans. These state-of-the-art products will strengthen our leadership in light commercial vehicles and reposition us in heavy duty. The new range has everything we need to compete with the best in class. Olof will provide a more in-depth view of the products and services we launched at the IAA. I'll point out that the new electric vehicles and engine prototypes we introduced in Hanover confirmed our role as a leader in sustainable mobility with a really exciting lineup. The eDAILY, for example, was presented, the latest outcome of our partnership with Hyundai, and an important addition to our zero-emission vehicle range.
I'd now like to turn towards our distribution network, a critical arm of our business, because in 2024, we reshaped different elements of it in Europe. We made changes to our company-owned distribution operations in France, the Nordics, and Spain. BPM Group finalized the acquisition of Iveco Nord, a dealer in France, as part of the strategy to consolidate our network in the country and expand our service points. We entrusted Cocentro with the acquisition of our Madrid subsidiary in a move to grow our business of selling new and pre-owned commercial vehicles and spare parts in Spain, one of our principal markets. In the Nordics, we transferred Iveco's distribution and retail operations to Hedin Mobility Group, strengthening our reach across Denmark, Finland, Norway, and Sweden. Reshaping our distribution network in these ways improves our ability to serve our customers in the future.
Ending the year as planned, we announced that on the 3rd of January, 2025, ownership of Magirus and its firefighting affiliates would be transferred to Mutares, a German private equity company. This strategic move was made to ensure that Magirus remains competitive in this specialist market. Now, having provided an overview of our key growth milestones, I'd like to share some reflections on our steadfast commitment to sustainability. This year, we embraced the Corporate Sustainability Reporting Directive, known as CSRD, integrating the main ESG indicators into our annual report for the first time. We decided to align with the new European framework before it comes into force for us, because we know it enhances the transparency, consistency, and reliability of our sustainability reporting, and ultimately will drive stronger business performance.
I am pleased to tell you that our ongoing efforts towards sustainable operations received recognition from different organizations around the world. First, we approved EDGE Certification for our commitment towards workplace gender equality, making us the first in our industry to obtain this recognition. This demonstrates that we hold ourselves accountable to the highest standards in workplace equity and inclusion, and it also satisfies our goal of obtaining third-party certification of gender pay equity two years ahead of schedule. In the EcoVadis Sustainability Ratings , we earned the Platinum Medal, placing us in the top 1% of over 150,000 companies assessed globally. We were ranked following an evaluation of environment, ethics, labor and human rights, and sustainable procurement in our business practices.
We maintained our place in the prestigious Dow Jones Sustainability Indices for both Europe and world, achievements based on our performance and management of ESG risks, opportunities, and impacts. Lastly, we actively participated in the UN Global Compact, ensuring alignment with the universally accepted principles of human and labor rights, environmental protection, and anti-corruption practices. We are pleased and proud of these accomplishments. As we applaud the well-recognized efforts of our employees and leadership, we are looking forward, paying close attention to the issues impacting our industry in 2025. That is why we are sharpening our focus on customer satisfaction and quality, which lie at the very root of our business. We will continue to design and produce innovative and sustainable solutions that meet the changing needs of our customers, while at the same time staying vigilant in the areas of cost containment and optimization.
The new year started with an announcement related to this focus. You will recall that we announced on 7th of February, when we released our 2024 full year results, that the Board of Directors had initiated and is still carrying out an assessment of a possible separation of Iveco Group's defense business during 2025 via a spinoff. This business includes the IDV and Astra brands and their related activities. The Board of Directors will provide an update on the outcome of the assessment in due course, and Olof will tell you more in a minute about the positive impact this separation can have on our business. Dear shareholders, I think it is worth repeating that for three years in a row, we have met or exceeded all our financial targets.
This speaks of a company that can be trusted to keep its promises, and we have every intention of continuing this trend long into the future, prioritizing the delivery of value to all of you. Taking into consideration Iveco Group's accomplishments that I have spoken about today, the Board of Directors fully endorses Olof Persson and his leadership team. We are confident that they will deliver another year of remarkable results. As I close, I wish to thank you, our valued shareholders, for your trust and support. You drive us to continue building a stronger and more successful Iveco Group every day. I will now turn the call over to Olof.
Thank you very much, Suzanne. I would like to add my own personal welcome to everyone participating in our Annual General Meeting today.
Let me now immediately provide a snapshot of the main product launches that occurred during 2024, starting with trucks. As Suzanne said, in September, we were in Hanover for the IAA Transportation Fair, where we introduced our model year 2024 range. The vans and trucks achieved significant improvements in fuel efficiency, with the vehicle S-Way offering up to a 10% increase in fuel efficiency compared to its predecessor. That is attributed to advancements in engine technology, aerodynamics, and predictive driving systems. Feedback from customers has been very positive, evidenced by the ramping up of our heavy-duty truck order intake in the last two quarters of 2024. During the introduction phase, we maintained strong pricing discipline and deliberately kept production of new range below market demand, thereby supporting dealers with a phase-out of model year 2022 and a smooth transition to model year 2024.
We also had a number of product launches at the trade fair, including our electric S-eWAY
This important milestone highlighted our leadership in the electric bus market. These launches supported the already strong growth we enjoy in the electric bus subsegment, one where we reached the number two position in the E.U. for the full year of 2024, with a market share of 14.2%, which is an increase of 6.5 percentage points compared to 2023. Now, let me move on to FPT Industrial. At last year's IAA Transportation Fair, we showcased the XCURSOR 13 , our super flexible 13 L multi-fuel single-base engine. Designed with a common core, its performance has been optimized to suit multiple fuels, namely diesel, natural gas, and hydrogen. This not only ensures efficiency and reduced emissions, but also provides a reliable solution for diverse energy needs. It is the engine that powers our newest model year 2024 heavy-duty truck. Next, the CURSOR 9 L hydrogen internal combustion engine was on display.
It's a zero CO2 emission engine that's been designed for heavy-duty transport. It represents a leap forward in sustainable transport, providing a competitive edge to companies committed to lowering their carbon footprint. We also unveiled the eAX 200-R, FPT I ndustrial's latest generation of electrified axles. Tailored for light, medium, and heavy application, it sets a new standard in energy efficiency and performance. These innovative products offer practical, efficient, and sustainable solutions for the transport industry, underscoring FPT Industrial's leadership in the energy transition. Iveco Group registered several other achievements in 2024 that impacted the way we do business. I'd like to go through some of them, starting at the corporate level. As already mentioned by Suzanne, in March, we hosted our first Capital Markets Day.
Having already achieved the key targets for 2026 that we originally set in 2021, we presented our new business ambitions and financial targets for the mid and long term. We also disclosed a new reporting structure for our truck, bus, and defense business units, which had previously been grouped along with the firefighting business under a single reporting segment called commercial and specialty vehicles. We then started reporting on our five segments: truck, powertrain, bus, defense, and financial services. Individual ambitions and pathways were provided live on stage by the presidents of each of these business units. We also shared specific financial data, allowing the markets to better understand the strengths of each unit and of the company as a whole. Now, I'd like to focus on our truck business.
On the 14th of March 2024, we signed a memorandum of understanding with Ford Trucks to co-design a new heavy-duty truck cabin, recently reaffirmed through a joint development agreement. The project aims to enhance safety, comfort, and aerodynamics with production expected by 2028. Each company will manufacture and sell the cabin under their own brand. In June, a further memorandum of understanding was agreed with Foton, a leading commercial vehicle manufacturer in China, to explore potential collaboration in the areas of electric vehicles and components, as well as joint business opportunities for Europe and South America. Other supply opportunities, including with our powertrain brand, FPT Industrial, will also be discussed. Moving to our bus business unit, in January of last year, we won the largest zero-emission vehicle contract in Italy, supplying 411 battery electric buses to Rome's public transport company. This was accompanied by a comprehensive 10-year full-service maintenance plan.
This milestone highlights our leadership in sustainable transport solutions and our ability to meet the evolving needs of urban mobility. We saw higher volumes in Brazil, including the ramp-up of deliveries of school buses that performed part of the tender we won with the Brazilian National Education Development Fund. On the 10th of July, Iveco Bus won a large contract in Austria for more than 900 buses through ÖBB-Postbus AG, the country's largest bus company. The contract commits us to deliver 540 vehicles by the end of 2026, with an option for an additional 380 units by the end of 2028. This agreement, valued at approximately EUR 225 million, strengthens our market position and reflects the trust placed in our products and services.
Finally, as a welcome early Christmas present in December, we won a significant tender in Germany for up to 580 buses, including 200 CROSSWAY Low-Entry electric and 180 CROSSWAY buses, another testament to our ongoing efforts to expand our presence in key markets. Our powertrain business unit also scored noteworthy achievements last year. An important development involved FPT Industrial and Lonking Power, an industrial power equipment manufacturer. Over the next three years, FPT Industrial will supply high-efficiency engines for Lonking Power's generator sets. The companies will also work together to promote the application and development of gen sets and industrial power equipment for the global markets. Furthermore, during 2024, FPT Industrial continued to expand its number of third-party clients in both the on- and off-road sectors.
This supports our long-term business growth, as well as enhancing profitability as a result of cost containment actions that help lower the point of break-even. The defense business unit had a strong 2024 as well. The year started with a cooperation agreement with RENK Group to develop a propulsion system for defense tracked vehicles. This agreement bolsters the European supply chain, provides increased production capacity, and contributes to the advancement of our defense capabilities. Looking at Italy, on the 11th of November, IDV signed a preliminary agreement to supply parts for future contracts within the Leonardo and Rheinmetall joint venture. IDV's participation will be between 12% and 15% of the JV's total activities in the development and production of tracked combat ground vehicles for the Italian Army.
Also, with the Italian Army, in December, IDV signed a contract to supply 1,435 tactical logistic trucks to be delivered from this year until 2038. On the last day of the year, the Iveco - Oto Melara Consortium signed a contract for the supply to the same client of 76 VBM Plus 8x8 armored vehicles. The international operation of our defense business also deserves a full mention. During 2024, we celebrated the official handover of the first unit of our IDV 4x4 Multi-Utility Vehicles to the Austrian Minister of Defense. The vehicle is configured as a radio command post that meets the customer's broad spectrum of operational requirements while complying with NATO standards. This is the first of a total of 260 vehicles and marks a new segment for IDV.
Other customers have shown interest in the potential of this cost-effective and versatile platform to replace large fleets of dated legacy vehicles. Another tender worth mentioning was the Brazilian Army. Here, IDV will provide 420 Light Multirole Vehicles in a contract spanning over a decade. The deal is a major step forward in our long-standing relationship with the Brazilian Army. The production of this vehicle begins next year at our Sete Lagoas plant in Brazil, reinforcing our commitment to local manufacturing and supply chain. Concluding the defense section, we completed the delivery of 200 Manticore Medium Tactical Vehicle s to the Dutch Army. This vehicle has been tailored to meet the needs of the Dutch military and exemplifies our commitment to delivering high-performance, adaptable solutions for diverse operational needs. Now, moving on to financial services.
During 2024, we renewed our joint venture with Santander and BNP Paribas for the management of our retail business, as well as the partnership with CNH for the management of its receivables in EMEA. We scaled up GATE's market coverage, adding two European countries, France and Germany, in line with our business plan. GATE also added new partners, including ChargePoint, a leading provider of network charging solutions for electric vehicles, and Octopus Energy, a global energy technology company. On a different note, I would like to add some positive news that goes hand in hand with the sustainability accomplishments Suzanne discussed earlier. Besides the recognition that Iveco Group received, our products won several sustainability awards in their own right. First, our Iveco Electric Trailer was named both Sustainable Truck of the Year 2024 and Electric Van Breakthrough of the Year.
The Iveco Bus E-WAY H2 Hydrogen Powered Bus won the International Sustainability Award 2024, and FPT Industrial's XCURSOR 13 Multi-Fuel Engine won the Alternative Engine Award. We are, of course, proud of these achievements and will continue to focus on sustainable operations and products across all our business units. Let's now take a look at the highlights of our full year 2024 financial result. Before we start, let me remind you that all financials shown refer only to our continuing operations, as our firefighting business unit has been classified as discontinued operations since Q1 2024. As a result, and in accordance with applicable accounting standards, our 2023 figures have also been recast consistently. In this regard, and as mentioned by our Chair, the transfer of ownership from the firefighting business unit to listed private equity holding company Mutares was completed as planned on the 3rd of January 2025.
One-off effects from the transactions are excluded from all adjusted metrics. Full year 2024 closed with a consolidated net revenues of EUR 15.3 billion and net revenues of industrial activities of EUR 14.9 billion, a reduction in both of approximately 4% year- over -year. This is mainly due to low volumes in truck and powertrain, which in turn have been partly offset by positive price realization across all business units. Financial services net revenues totaled EUR 558 million in 2024, up 13% compared to the year before. The group consolidated adjusted EBIT closed at EUR 982 million with a 6.4% margin, while adjusted EBIT of industrial activities reached EUR 851 million with a 5.7% margin, both up 30 basis points compared to last year. Truck closed with a solid 5.6% adjusted EBIT margin, thanks to positive price realization that was maintained throughout the year.
This, combined with product cost improvements, especially in Europe, more than offset both lower volumes and an adverse foreign exchange rate impact. The latter mainly linked to Argentina. As for defense, adjusted EBIT margin posted a 230 basis point uplift versus the prior year, reaching 10%. This is a direct result of high volumes and a positive aftermarket contribution. Bus adjusted EBIT margin closed at 5.5%, up 70 basis points year -over -year. This came as a result of high volumes and the ramp-up of electric vehicle production and deliveries, as well as a positive pricing trend. Powertrain adjusted EBIT margin closed at 6.2% in 2024, up 30 basis points compared to the prior year. Despite a severe drop in volume experienced during the period, this reconfirms the remarkable resilience and flexibility of this business unit, which was able to rapidly adapt production levels to a changing market environment.
It has also implemented a series of cost containment actions to counter the 17% year-over-year top-line contraction, while still improving profitability. Net financial expenses amounted to EUR 211 million compared to EUR 443 million in 2023, an improvement of EUR 232 million compared to the year before. This is the direct result of a series of actions implemented during the course of 2024 to contain our foreign exchange exposure. This included reducing our cost of hedging in Argentina and a positive effect of hyperinflation accounting during the period. For 2025, we are forecasting net financial expenses to remain broadly in line with full year 2024. Reported income tax expenses were EUR 69 million for the year, with an adjusted effective tax rate of 26%.
As a result, consolidated adjusted net income totaled EUR 569 million, up EUR 181 million compared to the year before, with an adjusted diluted EPS of EUR 2.09, up EUR 0.74 compared to the previous year. The adjusted net income attributed to Iveco Group closed broadly in line with the consolidated figure, up EUR 198 million versus last year. Moving to our free cash flow performance, we closed the full year 2024 with EUR 402 million in free cash flow generation, and thereby meeting the upper end of our previous guidance. Finally, available liquidity, including underwritten committed credit lines, stood solid at EUR 5.5 billion on the 31st of December, up almost EUR 1.1 billion from the end of September. I'd like to address the Board's assessment of the possible separation of our defense business unit that Suzanne spoke about earlier.
The assessment is being done in view of the distinct trends the commercial vehicle and the defense markets experience, as well as the increasingly varied requirements the business has to ensure the long-term success. The separation could simplify the structure of the group, increase management focus, and create strategic flexibility for both businesses. The Board will provide an update once the assessment is completed, and all subsequent developments will undergo the necessary approval process. As you have heard, 2024 was a year of delivery and direction, the year in which we sharpened our focus, accelerated our transformation, and laid the groundwork for the future. We will continue to move forward with clarity and ambition, guided by a clear sense of purpose and the determination to lead in every field we operate. With that, I'll now hand back to Mr. Smit to proceed with the formal business of today's meeting.
Thank you very much, Mr. Persson. We now come to the formal business of the meeting. I would like to inform you that, as at the record date, which is the 19th of March 2025, the company had a total number of 345,458,970 issued shares. These consisted of 271,215,400 common shares and 74,243,570 special voting shares. All outstanding shares confer the right to cast one vote each, with the exception of the 4,868,597 common shares and the 71,179 special voting shares held in treasury by the company. As a result, at the record date, the total number of voting rights amounted to 340,519,194. The number of voting rights at this meeting, including shares regularly voted via the web, amounts to 264,520,345. This corresponds to 77.68% of the total number of voting rights as at the record date. Let me now turn to item number 2 of the meeting agenda.
The 2024 annual report was made available on the company's website and at the company's principal office and business address. Questions will be allowed after all sub-items of this agenda. Item 2 has been introduced. Sub-item 2 (a) is a discussion item only. The annual report includes the governance statement, the sustainability statement, the remuneration report, and the annual financial statements. The document describes inter alia the activities performed, the development of business, and the results achieved in 2024. The report is presented to the AGM for overall discussion with separate votes on the annual financial statements, as per item 2(b) , and on the remuneration report, as per item 2 (e). Sub-item 2(b) is the first voting item, and it concerns the adoption of the 2024 annual financial statements.
The annual financial statements have been drawn up by the Board in compliance with applicable disclosure requirements and audited by Deloitte Accountants BV. The Board proposes that the shareholders adopt the 2024 annual financial statements. Sub-item 2(c) concerns the policy on additions to reserves and on dividends. This is the discussion item only. The company's dividend policy contemplates an annual ordinary dividend to be distributed to the holders of common shares only, based on an around 25% dividend payout. The actual dividend to be distributed will be determined by the Board, subject to earnings, cash balances, commitments, strategic plans, and any other factors that the Board may deem relevant at the time of a dividend distribution.
The balance between the total amount of the dividends for the financial year and the full amount of profits shown in the company's annual accounts shall accrue to the relevant reserves of the company, in accordance with the company's articles of association and Dutch law. Such in order to strengthen the capital position of the company. The dividend policy is presented to the Annual General Meeting of shareholders for discussion only, with no vote. Sub-item 2(d) concerns the distribution of dividend, and this is a voting item. Subject to the adoption of the 2024 annual financial statements, the Board recommends the distribution of a dividend in cash of EUR 0.33 per outstanding common share, totaling approximately EUR 90 million. The dividend will be paid on April 24th, 2025.
The record date for the dividend will be April 23rd, and the common shares will be quoted ex-dividend from April 22nd, 2025. Sub-item 2(e) concerns a remuneration report for the financial year 2024. Pursuant to applicable rules, this is an advisory voting item. The remuneration report has been drawn up by the Board in compliance with applicable disclosure requirements and in line with the recommendations of the Dutch Corporate Governance Code. Is there any shareholder who would like to ask questions in relation to these agenda sub-items? If not, the discussion has been concluded, and we now turn to the voting on the relevant sub-items. Firstly, may I have your vote on sub-item 2(b) on the agenda, and that relates to the adoption of the 2024 annual financial statements? I request the operator to activate the voting system. Please cast your vote.
I now declare the voting on the sub-item closed. I note that the proposal has been approved and that the 2024 annual financial statements have been adopted by the general meeting. Next, may I have your vote on sub-item 2(d) , that is the distribution of dividend? I request the operator to activate the system. Please cast your votes. Voting is now closed. I note that the dividend proposal has been approved. Next, may I have your vote on sub-item 2(e) that deals with the remuneration report for the financial year 2024? I note that this is an advisory voting item. Please can the operator activate the voting system and cast your vote. Voting is now closed. I note that the proposal has been approved, which means a positive advisory vote. We can now turn to item number 3.
Under item 3 and its relevant sub-item 3(a) and 3(b) , shareholders are invited to vote on the release of the executive and non-executive directors as in charge along the year 2024, from liability for the performance of their duties as reflected in the annual accounts or otherwise disclosed to the Annual General Meeting prior to the adoption of the annual accounts. Is there any shareholder who would like to ask questions in relation to this agenda item? If not, I would like to turn to voting on the relevant sub-items. Let us start with sub-item 3(a) , which deals with the release from liability of the executive directors. Please can the operator activate the voting system so that shareholders can cast their vote. Voting is now closed. I note that the proposal has been approved.
Let me now turn to sub-item 3(b) , and that's the release from liability of the non-executive directors. I request the operator to activate the voting system and ask shareholders to vote. Voting is now closed. I note that the general meeting has approved this proposal. Let me now move to the next item on the agenda, agenda item number 4. Pursuant to the company's articles of association, the term of office of all of the company's directors expires on the day of this Annual General Meeting of shareholders. Each director may be reappointed. Starting from July 2024, the Board consisted of only eight directors, as a result of Gerrit Marx resigning as Chief Executive Director and being replaced in his position by Olof Persson, that last year AGM had appointed as a Non-Executive Director.
The Board considers it appropriate that the Board is again composed of an overall of nine directors, two executive directors, and seven non-executive directors. Therefore, the Board proposes to reappoint Ms. Heywood and newly appoint Mr. Persson as executive directors. Further, the Board proposes to appoint Clara Fain and reappoint each of Judy Curran , Tufan Erginbilgic , Essimari Kairisto , Linda Knoll, Alessandro Nasi, Lorenzo Simonelli as non-executive directors. All nominees are eligible and available for appointment. The curriculum vitae of all candidates are posted on the company's website. According to the company, the independence criteria under the Dutch Corporate Governance Code are met by Ms. Curran, Mr. Erginbilgic, Mrs. Kairisto , Mrs. Knoll, and Mr. Simonelli. Is there any shareholder present who would like to ask questions in relation to this agenda item? If not, let us then move to voting on each of the relevant sub-items.
Under agenda sub-item 4(a) , I would now like to invite you to vote on the reappointment of Suzanne Heywood as Executive Director. Can the voting system be activated so that shareholders may cast their vote? Voting now closed. The proposal has been approved, and Mrs. Heywood has been reappointed as Executive Director. Agenda sub-item 4(b) relates to the appointment of Olof Persson as Executive Director. I request the voting system to be activated. Please cast your vote. Voting is now closed. I note that the proposal has been approved, and Mr. Persson has been appointed as Executive Director. Agenda sub-item 4(c) relates to the reappointment of Judy Curran as Non-Executive Director. I request the voting system to be activated. Please cast your vote. Voting now closed. I note that the proposal has been approved, and Mrs. Curran has been reappointed as Non-Executive Director .
Agenda sub-item 4(d) relates to the reappointment of Tufan Erginbilgic as Non-Executive Director . Please can the voting system be activated so that shareholders can exercise their vote. Voting now closed. I note that the proposal has been approved, and Mr. Erginbilgic has been reappointed as a Non-Executive Director . Agenda sub-item 4(e) relates to the appointment of Clara Fain as Non-Executive Director . I request the voting system to be activated. May I please have your votes. Voting now closed. The proposal has been approved, and Mrs. Fain has been appointed as Non-Executive Director . Agenda sub-item 4(f) relates to the reappointment of Essimari Kairisto as Non-Executive Director . Can the voting system be activated so that shareholders can exercise their vote. Voting is now closed. The proposal has been approved, and Mrs. Kairisto has been reappointed as Non-Executive Director .
Agenda sub-item 4(g) relates to the reappointment of Linda Knoll as Non-Executive Director . I request the voting system to be activated. Please cast your vote. Voting is now closed. The proposal has been approved, and Mrs. Knoll has been reappointed as Non-Executive Director . Agenda sub-item 4(h) relates to the reappointment of Alessandro Nasi as Non-Executive Director . Can the voting system be activated so that shareholders can cast their vote? Voting is now closed.
The proposal has been approved, and Mr. Nasi has been reappointed as Non-Executive Director . Agenda sub-item 4 (i) relates to the reappointment of Lorenzo Simonelli as Non-Executive Director . I request the voting system to be activated. Please cast your vote. Voting is now closed. The proposal has been approved, and Mr. Simonelli has been reappointed as Non-Executive Director . This closes the agenda item on the appointment of directors.
I will now move to the next item on the meeting agenda. Agenda item 5 concerns the proposal to reappoint Deloitte Accountants BV as the company's independent auditor for the financial year 2025, following the Audit Committee's recommendation with which the Board concurs. Are there any shareholders who would like to address the meeting? Ask questions. If not, let us continue with the voting on this item, and I request the operator to activate the voting system. Please cast your votes. Voting is closed. The proposal has been approved, and Deloitte Accountants BV has been reappointed as the company's independent auditor for the financial year 2025. We will now move to the following item on the meeting agenda. Agenda item 6.
The Human Capital and Compensation Committee has reviewed the existing 2021 remuneration policy and recommended certain amendments on the basis of stakeholders' feedback gathered in 2024, developments within and outside of the company that called for an update and further alignment with the Dutch Corporate Governance Code. The Board concurs with the Human Capital and Compensation Committee's recommendation. The proposed new remuneration policy was made available on the company's website and at the company's principal office and business address. When approved at this meeting, the new remuneration policy will have retrospective effect for the full year 2025 and will fully replace the previous one. Is there any shareholder who would like to address the meeting? Ask questions. If not, let's continue with the voting, and I request the operator to activate the system. Please cast your vote. Voting is now closed.
I establish that the proposal to adopt the 2025 remuneration policy has been approved. Let us now move to the following item on the meeting agenda, number seven. The Board proposes the authorization to assign equity incentive awards to the company's executive directors for the performance periods 2025-2027, 2026-2028, and 2027-2029. The Long-Term Incentive Plan 2025 - 2029 has been reviewed and approved by the Human Capital and Compensation Committee and is consistent with the company's strategic business plan, the company's 2025 remuneration policy, and Dutch applicable rules, including the Dutch Corporate Governance Code. It is proposed to assign to executive directors a maximum amount of 3 million performance stock units, each representing the right to receive one common share in the capital of the company, subject to performance conditions and continued employment.
For further detail, I would like to refer to the explanatory notes for this meeting that are available on the company's website and at the company's principal office and business address. Any shareholder wanting to ask any question? If not, let's move on with the voting, and I request the operator to activate the system. Please cast your vote. Voting is now closed. The proposal has been approved, and the authorization to assign equity awards to executive directors has been granted. Let us now move to the last item on the meeting agenda, number eight. It is proposed to replace the existing authorization to buy back common shares, which was granted by the general meeting of shareholders for a period of 18 months from April 17th, 2024, with a new one on substantially the same terms.
The proposed authorization is for the Board to decide upon the acquisition of the company's own common shares through purchases on the stock exchange and/or multilateral trading facilities, directly and/or otherwise for a period of 18 months from the date of this Annual General Meeting of shareholders, in one or more transactions subject to market and business conditions and in compliance with applicable rules and regulations. The Board's authority shall be limited to a maximum of up to 10 million common shares with a maximum total allocation to this end of EUR 130 million. Purchases would take place for a price per common share, excluding expenses, of no less than its nominal value. That's the minimum price, and no more than 10% above the opening price as shown in the official price list of Euronext Milan on the day of acquisition, which is the maximum price.
The proposed authorization intends inter alia to allow the Board to cover the company's obligations related to share-based remuneration under existing and/or future equity incentive plans. Is there any shareholder who would like to address the meeting? Ask questions. If not, I would like to turn to voting, and I request the operator to activate the voting system. Please cast your votes. Voting is now closed. The proposal has been approved, and the authorization to buy back common shares has been granted. Ladies and gentlemen, as there are no further items to discuss or resolve upon, this concludes the formal business of the meeting, and I therefore declare the meeting closed. On behalf of the company, I would like to thank you very much for following this meeting.