It is 2:00 P.M., and we're good to start. Ladies and gentlemen, dear shareholders, good morning and good afternoon to all of you in Amsterdam or connected remotely from all over the world. I would like, with my colleagues, to thank you for joining us today. Let me start by saying that 2024 was not a good year for Stellantis. The reasons for this were partly of our own making, which made this even more disappointing. In addition, the misalignment between the board and our CEO, Carlos Tavares, led him to leave the company at the beginning of December of 2024. Since then, the Interim Executive Committee, which the board asked me to chair, has been working with all our teams in the day-to-day management of our company.
Important and decisive actions have been taken to ensure that Stellantis is in the strongest possible position when our new CEO will be appointed. The timing of that appointment will be in the first half of 2025. Among other steps, we have been reducing our inventories, empowering our regions, and working closely with our dealers, our suppliers, and our unions. As a company, we are laser-focused on the launch of new products and improving our operations in very difficult environments, both in our two largest markets. In Europe and the United States, policy and regulatory choices have put our industry under extreme pressure, while China is on another trajectory. This year, the Chinese automobile market is set for the first time ever to be larger than the American and the European markets combined. In the United States, the car industry is severely affected by tariffs.
On top of the 25% tariff imposed on vehicles, we are impacted layer upon layer with additional compounding tariffs, including those on aluminum, steel, and parts. In Europe, the CO2 emissions regulations have imposed an unrealistic path to electrification, disconnected from market realities. In fact, governments in Europe, sometimes abruptly, withdrew purchase incentives, and the charging infrastructure remains inadequate. As a result, consumers are slow to transition to electric vehicles. With the current path of painful tariffs and overly rigid regulations, the American and European car industries are being put at risk. That would be a tragedy, as car manufacturing is a source of jobs, innovation, and strong communities. It is not too late if the U.S. and Europe take the necessary urgent actions to promote an orderly transition. We are encouraged by what President Trump indicated yesterday on tariffs for the car industry.
Before I conclude, I would like to say, in these months, it has been a privilege to spend time within our company with the many extraordinary people who work in Stellantis. I would like to thank them, as I would also like to thank you, our shareholders, for your continuing support. We also want to make clear that our priority remains to build great cars for our great brands, for our clients all over the world. Now, I will hand it over to Doug Ostermann, our CFO, who will take you through a summary of 2024. Thank you.
Thank you, John. Okay, let's walk through our full year 2024 results, which, as you mentioned, John, was a disappointing year for the company. I'll start with a summary of the key performance metrics on this first slide. In the second half of the year, to address excess U.S. dealer inventories, the company dialed up incentives and cut back on production, negatively impacting our AOI, which ended up at the bottom of the 5.5%-7% AOI margin guidance that we had provided in the middle of last year. At the same time, success correcting inventory allowed us to begin normalizing production towards the end of the year, which limited the negative industrial free cash flow to EUR 6 billion for 2024. That's closer to the better end of the negative EUR 5 billion-negative EUR 10 billion guidance range that we had provided.
Consolidated shipments of 5.4 million vehicles were down approximately 750,000 units, or 12%, due to the following factors: roughly a third of that 750 was as a result of the inventory reduction actions that I mentioned. About two-thirds were related to lower sales in 2024 compared to prior year, of which about half was due to temporary hiatus in certain nameplates, and the other half due to lower commercial performance and loss of market share. Net revenues of EUR 157 billion declined 17%, as two factors exacerbated the lower shipment volumes. First was mix, particularly due to a lower contribution from North America, and secondly, FX headwinds in the third engine regions. Adjusted diluted earnings per share of EUR 2.48 declined 61%, with AOI down 64%, but the average share count 5% lower as a result of buybacks.
Now let's get into how we've been working on fixing the root causes of the operational issues that we faced in 2024. We've set up to be in a better position on three critical factors in 2025: first, inventory discipline; second, market coverage; and third, competitiveness. On inventories, we normalized European levels in the first half of the year, and then in the second half, reduced U.S. dealer stock from 430,000 units at midyear to 304,000 units at the end of the year.
Second, as John mentioned, we are very focused on launching a number of exciting new products into the market, not only late 2024 launches of the initial Smart Car and STL Large products. These are nameplates like the Citroën C3, the Dodge Charger, and the Jeep Wagoneer S, but also Q1 2025 introductions of the Citroën C3 Aircross, the Opel Frontera, the Fiat Gran Panda, and our heavy-duty pickups in the U.S. market. Last but not least, there was progress on making our cars more affordable as we exited 2024. For example, in the U.S., we repositioned the MSRPs on four of our key 2025 model year Jeeps. In Europe, our new generation of appealing B-segment cars brings BEV and mild hybrid powertrains to new and attractive price points. Now, the next slide, let's shift our attention to adjusted operating income. AOI came in at EUR 8.6 billion.
That was a steep pullback from the 2023 record AOI of EUR 24.3 billion, in large part due to marginal profitability in the second half of 2024, when inventory clearing in North America and transition gaps in Europe brought temporary revenue and profitability impacts. We've detailed the headwinds of volume, mix, and pricing already, but industrial costs were also higher by EUR 1.5 billion, with most of this coming from North America, mainly driven by incremental warranty expense and side effects of volume reductions that I mentioned. Lastly, we had EUR 2.5 billion of negative impact in foreign exchange. Let's take a look now at industrial free cash flow. Obviously, last year was a very difficult year with EUR 6 billion of cash outflows. There's a couple of things I want to point out that are important.
First, although the main reason for the lower cash flow was just the lower AOI, we were also, though, impacted by growth in working capital of nearly EUR 5 billion, and we had around EUR 1.6 billion higher capital expenditures as we launched a lot of new models. Moving forward, we expect more normalized production schedules to stabilize the working capital and flattish capital expenditures as the new product launch cadence normalizes a bit. On this next slide, we can look at the specifics of each of the regional segments. In North America, of course, I want to recognize that the inventory reduction actions and progress repositioning our pricing relative to peers pressured our results in 2024, but this also sets the region up for an improved position at the start of 2025.
In Europe, we had an unusual gap in production of our A and B-segment products, which reduced second-half volumes by well over 100,000 units. The B-segment successors are now in production, providing improved market coverage going forward. The third engine region collectively saw a 7% revenue decline, but would have been up single digit, excluding the impact of FX translation headwinds. Combined AOI margins in the third engine were down only one percentage point, at a healthy 14%. To finish my presentation, let's have a look now at the return of capital to shareholders. The company's strong balance sheet allowed it to execute the 2024 capital return plan without interruption. This continued the track record of annual material returns to shareholders that began in 2022.
For the $0.68 per share proposed dividend, the company calibrated the payout at EUR 1.7 billion, the top of our 25%-30% policy, and then supplemented that with EUR 300 million of enterprise value recognized by the Comau transaction. This delivers on the commitment the company made to separate Comau for the benefit of our shareholders. The balance sheet ended 2025 in a strong position, with a 32% ratio of liquidity, slightly above the top of our 25%-30% target. Given the early stage of our commercial recovery, we clearly do not expect to be doing any stock buybacks in the first half of 2025, and only will evaluate returning to buybacks as income and cash flow improve. Thank you for your attention for the review of the calendar year 2024 financials. Now, back to you, John.
Thank you, Doug, and well done for your first AGM as our CFO. Thank you. We will now proceed with the meeting formalities. Due to prior commitments, other board members and proposed appointees are unable to attend. Mr. Giorgio Fossati, the board secretary, is appointed as secretary of this annual general meeting of shareholders. Thank you, Giorgio. Notarial minutes will be recorded by Mr. Dirk- Jan Smit of Freshfields, Amsterdam. Thank you. I welcome Mr. François Busi and Mr. Christian Binkhorst from Deloitte. The company's external auditors were available to answer questions about their audit report on the company's 2024 annual accounts. Journalists will observe the proceedings from a reserve room. The meeting is broadcast live on Stellantis' website. Thank you to those connected via webcast. The meeting will be held in English, with headphones available for simultaneous translations from English into Dutch, French, or Italian.
The meeting notice was published on the company's website on March 3, 2025. The meeting has been convened in accordance with legal and statutory requirements. Please switch off your mobile phones and similar equipment, as audio-video recording by shareholders is not allowed. To ensure a smooth meeting, please reserve time at the shareholders' assistance table if you wish to speak on agenda items and specify the issue. When granted permission to speak, state your name clearly, and if applicable, the name of the person or company you represent. Speeches must be concise and relevant to the agenda item. Disturbances, offensive, or improper speeches will not be allowed. I reserve the right to limit speaking time to approximately five minutes per speaker per agenda item and to deny further speaking if time limits are exceeded or questions are unrelated to the agenda item discussed or the business of the company.
Questions should preferably be posed in English with responses in English. Questions may also be in Dutch, French, or Italian with responses in English. Agenda items and sub-items will be discussed in sequence. Discussions and questions on sub-items will occur after all sub-items are introduced. Voting on sub-items will be deferred until after the last sub-item discussion. Preliminary voting results will be displayed on the screen after the vote, including proxy votes received before the meeting. Abstain votes are not counted. Official results will be published on the company's website after the meeting. Please insert your SmartCard into the voting device with the chip facing you. Your name will appear on the display. If not, raise your hand for assistance. Keep the SmartCard inserted for the entire meeting. To vote, press 1 for, 2 for against, and 3 to abstain.
For holders of special voting shares wishing to exercise a split vote, please go to the shareholders' assistance table for help. Return the voting device to the hostesses at the entrance when you leave temporarily and at the end of the meeting. I will now hand it over to Dirk- Jan Smith, who will be helping us in the course of our meeting. Thank you.
My pleasure, Prio. Thank you very much, Chairman. As at the record date for this annual general meeting, 2,880,498,134 common shares were outstanding, with an equal number of voting rights exercisable. In addition, 866,410,716 Class A special voting shares were outstanding, with an equal number of voting rights exercisable. As a consequence, the total of voting rights which could be cast at this meeting equals 3,746,908,850, subject to the effect of the maximum voting threshold explained later. According to the attendance list, 72% of all outstanding shares and capital of the company are present or represented at this meeting. The total number of voting rights at this meeting amounts to 2,714,086,222. In total, 2,708,787,858 votes have been cast by the use of electronic means of communications prior to the meeting.
These voting instructions have been processed by entering the voting instructions 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 conferring 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 votes that could be cast at that general meeting of the company. The maximum voting threshold for this meeting is 833,775,381 votes. This threshold has been published on Stellantis' website on April 9, 2025, in accordance with the company's Articles of Association.
I would like to pass back to the Chairman to introduce item two of the agenda.
Thank you. Why don't you proceed?
Thanks so much. The 2024 annual report has been available on the company's website and at the company's office since March 3, 2025. The first two agenda sub-items are for discussion only and will not be voted on. The third agenda sub-item is an advisory voting item. The last three sub-items under agenda item two are voting items. The first sub-item 2A pertains to the report of the board of directors for the financial year 2024, included in the company's annual report 2024. This is a discussion item only. Sub-item 2B concerns the policy on additions to reserves and on dividends and is also for discussion only. The company's dividend policy contemplates an annual ordinary dividend to be distributed by the company to the holders of common shares, targeting a payout ratio of 25-30% of the company's net profit 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 and will be subject to factors that the board of directors may deem relevant at the time of a dividend distribution. Sub-item 2C pertains to the 2024 remuneration report. The voting results will be advisory and non-binding. According to Dutch law, the 2024 report must explain how the previous year's shareholder voting was considered. Following the advisory voting on the 2023 remuneration report at the annual general meeting of shareholders of 2024, which was positive for 70.21%, and the departure of Mr.
Tavares, formerly the company's Chief Executive Officer, in December 2024, the company and the remuneration committee have continued their commitment for transparency with shareholders with the 2024 remuneration report, which includes not only the disclosure of the compensation that the former CEO received in 2024, but also compensation terms pertaining to the former CEO's separation and a release agreement with the company. The remuneration report for 2024 is contained in the company's annual report 2024. It's proposed to the general meeting of shareholders to cast a favorable advisory vote. Sub-item 2D concerns the adoption of the company's 2024 annual accounts. This is a voting item. The board has prepared the company's 2024 annual accounts, which have been audited by Deloitte Accountants B.V., the Netherlands, who issued an unqualified opinion. The external auditors are available to answer any questions about the report on the fairness of the 2024 annual accounts.
The board proposes to the shareholders' meeting to adopt the 2024 accounts. Sub-item 2E concerns the 2024 dividend. This is again a voting item. The proposed dividend entails a payment to the holders of common shares of EUR 0.68 per outstanding common share, equal to a payout ratio of 30% of 2024 company's net profit. This will result in an aggregate dividend payment of EUR 2 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: X date, April 22, 2025, for Euronext Milan and Euronext Paris, and April 23, 2025, for the New York Stock Exchange. Record date, April 23, 2025, and payment date, May 5, 2025. The board proposes to the shareholders to approve the EUR 2 billion dividend on common shares.
The final sub-item 2F addresses the discharge from liability for executive directors regarding their management duties in 2024 and non-executive directors for their non-executive duties in 2024. This is a voting item. Now that we have dealt with all subsections of agenda item two, it's time to address questions. Shareholders who have reserved time are now invited to speak according to the order of their reservation. Anyone wishing to address the meeting? If not, before moving, we will first provide a brief summary of the company's responses to the questions received outside of the meeting related to agenda item two. I would like to ask Mr. Fossati, Stellantis General Counsel, to read out the questions and the company's answers.
Thank you, Mr. Naderi. We received questions before this meeting from the Forum for Responsible Investment firm. We are not required to answer questions received in advance of the meeting since this is a physical meeting. However, we will summarize the main questions received and our responses. Detailed answers will be posted on our website. One environment firm asked about the company's integration of the concept of sobriety as defined in the Intergovernmental Panel on Climate Change into its strategy. Stellantis confirms that its environmental and energy policy incorporates principles of resource efficiency, circularity, and responsible production. Though the term sobriety may not be used explicitly, its objectives are reflected throughout the company's operation. To apply these principles, Stellantis has embraced circular economy models, designing vehicles for durability, reuse, and recyclability, and using recycled or biosourced materials.
In 2024, Stellantis formalized its practices into operational standards and expanded its dedicated business unit focused on the circular economy. The company also monitors environmental performance with clear indicators. For example, it achieved a 39% reduction in scope one and two emissions compared to 2021 and significantly reduced water usage at its Carmagnola plant. On the social dimension, FIR asked how Stellantis ensures a decent living standard not for its own employees, but for those working throughout its supply chain. Stellantis has partnered with a Fair Wage Network to benchmark living wage across over 200 countries and ensure wages paid are sufficient to meet basic needs. Supplier audits are regularly conducted, with wage practices evaluated and non-compliant suppliers required to take corrective actions or their risk removal from the supplier panel. Regarding governance, FIR requested more detail around the sustainability expertise of Stellantis' board of directors.
Stellantis' board of directors includes members with experience in sustainability-related areas such as climate, human rights, and corporate responsibility. A skill matrix is published in the company's annual report, and board self-assessments are carried out annually. The ESG committee supports the board in the oversight and governance of ESG matters. Fir also inquired about artificial intelligence governance. Stellantis is already using AI across many functions, from IT engineering to customer service and finance. While direct energy consumption from AI systems has not been quantified, the company has begun working with external experts to assess environmental impacts. Stellantis acknowledges ethical concerns such as bias, privacy, and explainability, and has issued an AI governance policy to ensure responsible use. To mitigate suppliers' dependence, Stellantis diversifies its AI providers and strengthens in-house capability. Lastly, Fir asked about the company's procurement strategy, particularly regarding the sourcing of components from low-labor cost countries.
We reiterate that sourcing decisions are based on total cost, including logistic, ESG performance, and supplier reliability. While global sourcing supports cost competitiveness and resilience, European suppliers remain central to Stellantis' operation, especially in product development and prototyping. In conclusion, Stellantis is committed to balancing sustainability, profitability, and global competitiveness while working to improve transparency, mitigate social risks, and build resilient supply chains. With this, the main points regarding the questions received in advance of the meeting on agenda item two have been summarized, and I now hand back to Mr. Naderi. Thank you.
Thank you very much, Mr. Fossati. Since there were no further questions, I would now like to close the discussion in relation to agenda item two and would like to move to the voting on behalf of the Chairman. Firstly, I would like to put item 2C of the agenda to the advisory vote in relation to the remuneration report 2024, and I request the operator to activate the voting system. The voting device will now display the voting options. One is for, two against, three abstain. I declare the resolution opened. Please cast your vote by pressing the button of your choice. The voting on the sub-item is now closed. I establish that the general meeting advises positively in relation to the 2024 remuneration report. I will now put item 2D of the agenda concerning the adoption of the company's 2024 annual accounts to a vote.
This is a binding voting item. Please cast your vote by pressing the button of your choice. I now declare the voting on the sub-item closed. I note that the proposal has been approved and that the company's 2024 annual accounts have been adopted by the meeting. I will now put item 2E of the agenda concerning the adoption of the company's 2024 dividend to a vote. This is again a binding voting item. Please cast your vote by pressing the button of your choice. I now declare the voting on the sub-item closed. I note that the proposal has been approved and that the company's 2024 dividend has been adopted by the meeting. Lastly, I will put item 2F of the agenda to the vote, and that's the granting of discharge from liability of the executive directors and the non-executive directors of the board.
Again, a binding voting item. May I please have your votes by pressing the button of your choice? 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 granting of discharge from liability of the executive directors and the non-executive directors of the board has been adopted by the meeting. Moving on to agenda item three, appointment of non-executive directors. Agenda item three concerns the appointment of seven non-executive directors of Stellantis. Ms. Fiona Clare Cicconi , Mr. Nicolas Dufourcq, Ms. Anne Frances Godbehere, Ms. Wan Ling Martello, Mr. Jacques de Saint-Exupéry were appointed for four years' term starting January 17, 2021, ending immediately after the close of this meeting. Mr. Benoît Ribadeau-Dumas, appointed in 2023 for two years, and Ms. Claudia Parzani, appointed in 2024 for one year, have the same end of office.
Based on the company's articles of association, board regulations, and ESG committee recommendations, it is proposed to appoint Ms. Fiona Clare Cicconi , Mr. Nicolas Dufourcq, Ms. Anne Frances Godbehere, Ms. Claudia Parzani, Ms. Danielle Rameau, Mr. Benoît Ribadeau-Dumas, and Ms. Alice Davie Schroeder as non-executive directors. All nominees have stated their willingness to accept the appointment. Mr. Benoît Ribadeau-Dumas is proposed for reappointment upon a binding nomination made by Exor, and Mr. Nicolas Dufourcq is proposed for reappointment upon a binding nomination made by Bpif rance. These nominations are binding unless overruled by a two-thirds majority vote representing more than half of the company's issued share capital. Ms. Ciccioni, Mr. Dufourcq, Ms. Colbert, Ms. Partzani, Ms. Rameau, and Ms. Schroeder qualify as independent under the New York Stock Exchange listing standards and the Dutch corporate governance code.
The board proposes that the term of office for all nominees will end after the 2027 annual general meeting. Mr. Dufourcq, Ms. Partzani, Mr. Rameau, Mr. Ribadeau-Dumont, and Ms. Schroeder do not hold company shares, while Ms. Ciccioni and Ms. Colbert hold 11,662 shares and 9,650 shares, respectively. Are there any questions regarding the appointment of the non-executive directors? There being no further questions on agenda item three, I will now proceed with the voting, and I will start with the voting on the appointment of Fiona Claire Ciccioni as non-executive director. Please cast your vote. I now declare the voting on this item closed. I establish that the proposal has been approved and that Ms. Ciccioni has been appointed as non-executive. I will now proceed to voting on the appointment of Nicolas Dufourcq as non-executive director. Please cast your vote. Voting is now closed.
I establish that the proposal to appoint Mr. Nicolas Dufourcq as non-executive director has been adopted. I will now proceed with the voting on the appointment of Anne Frances Colbert as non-executive director. Please cast your vote. Voting is now closed. I establish that the proposal to appoint Anne Frances Colbert as non-executive director has been approved. Let me now proceed with the voting on the appointment of Danielle Rameau as non-executive director. Please cast your vote. Claudia Partzani. Je m'excuse. Claudia Partzani. This is the vote to appoint Claudia Partzani as non-executive director. Approved. Voting is now closed. The proposal to appoint Claudia Partzani as non-executive director has been adopted. Let me now then proceed with the voting on the appointment of Danielle Rameau as non-executive director. Please cast your vote. Voting is closed.
I establish that the proposal to appoint Danielle Rameau as non-executive director has been adopted. We will now continue with the vote on the appointment of Benoît Ribadeau-Dumont as non-executive director. Please cast your vote. Voting is now closed. I establish that the proposal to appoint Benoît Ribadeau-Dumont as non-executive director has been adopted. We will now proceed with the voting on the appointment of Alice Davie Schroeder as non-executive director. Please cast your vote. Voting is now closed. I establish that the proposal to appoint Alice Davie Schroeder as non-executive director has been adopted. That concludes agenda item three. Let us now continue with the appointment of the auditor and assurance provider in agenda item four, and there are two agenda sub-items. Sub-item A, proposal to appoint Deloitte Accountants B.V. as the company's independent auditor for the financial year 2025.
According to Article 27 of the company's articles of association, the general meeting of shareholders appoints the independent auditor for the financial statements audit. The audit committee has reviewed the auditor's performance and effectiveness, recommending the reappointment of Deloitte Accountants B.V. for 2025. The board of directors agrees and proposes to reappoint Deloitte Accountants B.V. as the company's auditor for 2025. Sub-item B is the proposal to appoint Deloitte Accountants B.V. as the company's assurance provider for the financial year 2025. The European Corporate Sustainability Reporting Directive requires companies to appoint an external auditor for a limited assurance review of their sustainability reporting. Although the CSRD is not yet transposed into Dutch law, transposition is expected to take effect in 2025. Article 393A of Book II of the Dutch Civil Code, as currently provided in the proposed implementing bill, gives the general meeting the authority to appoint the assurance provider.
As a transitional measure, the proposed implementation bill allows the board of directors to appoint the assurance provider for the 2024 and 2025 financial years. For 2024, the board of directors, based on the audit committee's recommendation, appointed Deloitte Accountants B.V. as the assurance provider for sustainability reporting. For 2025, the board of directors proposes to the general meeting of shareholders to appoint Deloitte Accountants B.V. as the assurance provider. Anyone wishing to ask any questions in relation to this agenda item four? If not, let's move on to the voting of these two sub-items. First, I will put item 4A of the agenda to the vote. That is in relation to the appointment of Deloitte as the company's auditor for the financial year 2025. Please cast your vote. Voting is now closed.
I note that Deloitte Accountants B.V. has been reappointed as the company's auditor for the financial year. Let me now put item 4B of the agenda to the vote. That's a proposal to appoint Deloitte as assurance provider for the financial year 2025. Please cast your vote. Voting is now closed. I note that Deloitte Accountants B.V. has been reappointed as the company's assurance provider for the financial year 2025. Moving on to the next item on the agenda, agenda item five, remuneration. Two sub-items of this agenda item. Sub-item A, the proposal to approve the revised remuneration policy of the board of directors. In accordance with Dutch law, the company's remuneration policy must be approved by the general meeting of shareholders every four years. The remuneration committee of the board of directors recommends slight revisions to the policy.
As the existing remuneration policy is based on extensive shareholder input, the proposed changes are limited. The objective of the remuneration policy remains to attract and retain highly qualified executive talent and motivate them to achieve business and financial goals that create value for shareholders and stakeholders consistent with our leadership values. A change that is proposed based on a thorough review of competitive practices within the industry and Stellantis Peer Group is an increase in the long-term incentive plan target incentive from 600% of base salary to a level not to exceed 800% of base salary, and the LTI plan maximum incentive from 780% of base salary to a level not to exceed 1,040% of the base salary.
The remuneration committee and the board of directors recognize that these adjustments are crucial to attract and retain a highly qualified CEO, given the company's global footprint and significant presence in the U.S. and Europe. Importantly, the type of equity awarded to the CEO will remain 100% PSU. Further changes are detailed in the proposed 2025 remuneration policy and its comparison with the current policy published on the website of Stellantis. The board of directors submits the proposal to approve the 2025 remuneration policy in its entirety. If adopted, it will apply from today. Approval requires an absolute majority of votes cast as per Article 19.11 of the company's articles of association.
The next sub-item is the proposal to approve the revised equity incentive plan and authorize the board of directors to issue shares or grant rights to subscribe for shares and to exclude preemptive rights in connection with the equity incentive plan. Upon recommendation of the remuneration committee, it is proposed to revise the company's equity incentive plan and its sub-plan approved by the general meeting of shareholders in 2021. Detailed changes are available in the agenda explanatory notes, the proposed EIP, and the comparison thereof with the existing EIP as on the company's website.
The proposal includes granting the authority to the board of directors to issue shares or grant rights to subscribe for shares under the EIP and its sub-plans up to a maximum of 60 million common shares, including a maximum number of 10.5 million common shares in the capital of the company for the company's executive directors, subject to and in accordance with the conditions of the company's remuneration policy, and to exclude preemptive rights of shareholders in that regard, both for a period of five years as per the date of the 2025 annual general meeting of shareholders. This authorization is separate from the one in agenda item six and will replace the existing authorization granted in 2021. Are there any shareholders who would like to ask questions in relation to this agenda item?
If not, let us proceed with the voting of the two sub-items, starting with sub-item 5A of the agenda. That is a proposal to approve the revised remuneration policy of the board of directors. Please cast your votes. Voting is now closed. I note that the revised remuneration policy has been approved. Let me now put item 5B of the agenda to the vote. That is a proposal to approve the revised equity incentive plan and the authorization of the board to issue related shares. Please cast your vote. Voting is now closed. I note that the revised equity incentive plan and authorization to the board of directors to issue shares or grant rights to subscribe for shares and to exclude preemptive rights in connection with the equity incentive plan have been adopted by the meeting. Let's now move on to agenda item six.
There are two sub-items. First, the proposal to designate the board of directors as the corporate body authorized to issue common shares and to grant rights to subscribe for common shares as provided for in Article 7 of the company's articles of association. Agenda sub-item 6A proposes to designate the board of directors as the corporate body authorized to issue common shares in the company's capital and grant rights to subscribe for common shares in the company's capital. This extends the authorization from the 2025 general meeting of shareholders for 18 months up to October 14, 2026, and is limited to 10% of the issued common shares as of the date of the 2025 general meeting of shareholders. This authorization allows the board to respond quickly to circumstances requiring the issuance or grant of rights to subscribe for common shares.
If approved, it will replace the current authorization granted by the 2024 general meeting of shareholders. Sub-item B deals with the proposal to designate the board of directors as the corporate body authorized to limit or to exclude preemptive rights for common shares as provided for in Article 8 of the company's articles. Agenda sub-item 6B proposes to designate the board of directors as the corporate body authorized to limit or exclude preemptive rights in connection with the issue of and/or granting of rights to subscribe for common shares in the company's capital. This extends the authorization from the 2025 general meeting of shareholders for 18 months up to October 14, 2026. Combined with agenda item 6A, this authorization allows the board to respond quickly to circumstances requiring issuance of common shares with limited or excluded preemptive rights, limited to the same percentages of capital as described in sub-item 6A.
According to Article 8 of the company's articles of association, this proposal requires a two-thirds majority if less than half of the issued share capital is represented at the general meeting. If half or more is represented, as is the case now, a simple majority is sufficient. If approved, this will replace the current authorization granted by the 2024 meeting of shareholders. Any questions in relation to these two sub-items? If not, I will first put item 6A of the agenda to the vote. Please cast your vote. Voting is now closed. Thank you. I note that the proposal has been adopted by the meeting. Let us now move to item 6B of the agenda and open the vote. Voting is now closed. I note that the proposal has been adopted by the meeting.
Let us now move on to agenda item 7, the delegation to the board of directors of the authority to acquire common shares in the company's capital. The board of directors believes it's beneficial for the company to have the flexibility to acquire common shares to service employee equity plans globally, equity-based incentive plans, and to carry out share buyback programs if deemed in the best interest of the company and its stakeholders. Therefore, it's 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, a public tender offer, an offer for exchange or otherwise, up to a maximum number of shares equal to 10% of the company's issued common shares as of the 2025 general meeting of shareholders for a period of 18 months until October 14, 2026.
Prices will be within the margin stated in the explanatory notes to the agenda. This delegation does not obligate the company to acquire its own shares, but allows the board to respond quickly to circumstances requiring a repurchase for any purpose. Adoption of this proposal will replace the current authorization granted by the 2024 general meeting of shareholders. Are there any shareholders who would like to ask a question in relation to this agenda item? If not, let's move to the vote. I would like to put item 7 of the agenda to the vote. Please cast your votes by pressing the button of your choice. I declare the voting closed. I note that the proposal has been adopted by the meeting.
Moving to agenda item 8, proposal to cancel the common shares held by the company in its own share capital as specified in Article 10 of the company's articles of association. It is proposed to the general meeting to cancel any or all common shares held by the company on the date of the 2025 general meeting of shareholders or acquired under the authorization referred to in agenda item 7. For further details, reference is made to the explanatory notes to this agenda item on the company's website. Is there any shareholder who would like to ask a question in relation to this agenda item? If not, I would suggest to move to the vote, and I would like to put item 8 of the agenda to the vote and would welcome you voting on agenda item 8. Voting is now closed.
I note that the proposal has been adopted by the meeting, which means that we have now come to the end of the formal part of the meeting, and I will hand back to the Chairman of the meeting.
Thank you very, very much for having helped us. I would like to thank you all for being here with us today physically and virtually, and rest assured that everyone at Stellantis is doing everything we can to make sure that the company gets stronger under extreme circumstances. Thank you all.