Ladies and gentlemen, on behalf of the Board of the company, I, Dirk-Jan Smit of Freshfields Amsterdam, civil law notary as Chair of this meeting, would like to welcome you to the CNH Industrial N.V. annual general meeting of shareholders. I note that this meeting is broadcast live through webcast on the website of the company, and I welcome and thank also all those who are connected via webcast. Suzanne Heywood, Chair of the Board, and Gerrit Marx, Chief Executive Officer, are attending this meeting remotely. To assist the meeting, Jim Nickolas, Chief Financial Officer, is following this meeting via webcast. Britton Worthen, Chief Legal and Compliance Officer, is also present at the meeting. The external auditor, Mr. Marcel van Leeuwen from Deloitte Accountants B.V., is remotely present at the meeting and available to answer appropriate questions relating to the 2025 Dutch annual accounts.
Mr. Patrick J. DiStefano from Deloitte & Touche LLP is also remotely present at the meeting and available to answer appropriate questions relating to the 2025 U.S. GAAP financial statements. Mr. Bert Spijkervet, Deputy Civil Law Notary of Freshfields Amsterdam, is appointed as Secretary of this meeting. The meeting will be held in English. The notice for the meeting was published on the company's website on 25th March 2026, and otherwise convened in accordance with the legal and statutory requirements. I kindly request the persons present at this meeting to switch off their mobile phones and similar equipment during the meeting. The use of audio-video recording devices by shareholders is not allowed. I note that notarial minutes will be made of this meeting.
Shareholders have been given the opportunity to submit written questions regarding the agenda items before the meeting in accordance with the instruction included in the convening notice of the 2026 annual general meeting and proxy statement and published on the company's website. However, no questions have been received. Shareholders who have been able to submit their votes prior to the meeting via proxy or web procedure. Votes submitted before 11:00 P.M. CEST on Friday, 1 May 2026, have been considered when calculating the voting results. Votes cast during the meeting will also be considered when calculating the vote results. Agenda items and agenda sub-items will be discussed and, as applicable, voted in accordance with the sequence of the agenda for this meeting.
The voting results will be displayed upon close of the vote of each voting item, and it will include the votes received by proxy ahead of the meeting. Votes abstained are not calculated as part of the votes cast. The official voting results will be published on the company's website shortly after the meeting in compliance with applicable laws and regulations. Before we begin today, please note that this presentation is provided in connection with the approval of the Dutch annual report, which was prepared in accordance with IFRS accounting standards and uses the U.S. dollar as the reporting currency. Also, as required by Dutch law, statutory financial statements of the parent company, CNH Industrial N.V., have been prepared. These statutory financial statements are presented in euros. I would now like to hand over to Mrs. Heywood to discuss the 2025 business results and an update on strategy.
Thank you, Mr. Smit, and thank you to all our shareholders joining us today. In 2025, we laid the groundwork for CNH's sustained momentum. It was a year defined by industry adaptation as global agriculture navigated a down cycle marked by lower commodity prices, expanded tariffs, and softer retail demand. Tariffs also left deep traces in global construction despite strong market demand in most areas. Against this backdrop, we maintained disciplined operational execution and progressed on the priorities that will strengthen CNH through the expected trough in 2026 and position us to accelerate as markets recover. We focused on two objectives: boosting productivity and ensuring future readiness. These efforts strengthened our operations across our regions, embedded new technologies and ongoing quality improvements into our products, and supported the launch of more than 50 agricultural products and over 20 construction products during the year.
Presented at our Investor Day last May, our path to 2030 is designed to ensure that CNH's decisions and investments support long-term profitable growth and sustained value creation for shareholders. It centers on three commitments. First, breaking new ground on iron and tech. We will continue delivering a steady cadence of new products, integrating advanced technology, expanding autonomy and predictive maintenance capabilities, and enhancing connectivity across our platform. These actions are paired with a transformed go-to-market model. Second, expanding mid-cycle adjusted EBIT margins. In agriculture, we remain committed to reaching 16%-17% mid-cycle adjusted EBIT margins by 2030. While tariffs and unfavorable regional mix are near-term headwinds, our commercial actions, operational efficiencies, quality initiatives, and ongoing product leadership position us to offset these impacts over the plan period.
In construction, we continue to target 7%-8% mid-cycle adjusted EBIT margins by 2030, supported by commercial actions, sourcing gains, and manufacturing efficiencies that reinforce this segment's strategic importance. Third, returning cash to shareholders. Financial discipline remains central to our strategy. We expect to maintain an investment-grade profile while allocating capital towards organic growth and margin expansion. At the same time, we will retain flexibility to pursue strategic margin-accretive M&A to strengthen our portfolio and accelerate innovation. After satisfying our debt obligations and funding strategic investments, we intend to return substantially all industrial free cash flow to shareholders through our dividends and share repurchases. We have a clear path to achieve our goals and are committed to delivering steady progress, utilizing the capabilities we have demonstrated in previous cycles. I will now turn the meeting over to Gerrit Marx, who will provide a business update.
Thank you, Suzanne. Despite a cyclical market downturn and uncertainty in global trade, our teams demonstrated discipline, operational rigor, and resilience. These actions mitigated industry headwinds and reinforced the strength of our operating model. Our results reflect the realities of a down cycle, but also the benefits of our cost management, production, and inventory actions. Despite the challenging environment, we returned $430 million to shareholders through dividends and share purchases. Our investment in innovation remains focused on technologies that meaningfully improve customer productivity, profitability, and sustainability. Our innovation strategy differentiates CNH and propels our strategic progress. During Agritechnica last November, we showcased technologies that support every phase of the crop cycle, from soil preparation to harvest. By advancing AI, autonomy, automation, and robotics, we are building more predictive, increasingly autonomous systems that help customers operate more efficiently and achieve stronger returns.
For example, our award-winning combine and corn head automation use embedded AI and sensors to optimize performance in real time, simplify operations, and boost productivity. In 2025, we accelerated the integration of our technologies across new product launches. Our latest marquee tractors deliver enhanced connectivity and integrate with our FieldOps digital platform, connecting machines, data, and insights across the farming operation. AI is foundational to how we drive productivity and value across our business. It is embedded in our equipment, strengthens dealer and customer support, and improves operational efficiency enterprise-wide. AI is already delivering measurable value, improving R&D spend effectiveness, reducing service resolution times, and strengthening our supply chain and parts and service operations. Across our dealer network, AI-driven tools are improving uptime and simplifying diagnostics at scale. Our AI tech assistant delivers near-instant diagnostic support, while our visual parts search enables rapid and accurate parts identification.
These capabilities enhance decision quality and deepen the value we deliver to customers and dealers. This is only the beginning as we continue moving from promising applications to proven scalable AI capabilities that increase productivity and enhance customer outcomes. In a period of rapid technological and market change, our workforce is a critical asset. Our refreshed capability framework emphasizes skills-based development, strategic workforce planning, and data-informed talent decisions, all aligned to the needs of our customers and business. We strengthened our global leadership team in 2025 with appointments across finance, HR, IT, communications, and regional agriculture leadership. These reinforce the governance needed to execute our strategy with speed and accountability.
The long-term fundamentals of agriculture remain compelling. Rising global food demand, finite arable land, and the growing dependence on technology to produce more with less. Many large-scale agriculture operations are also increasingly sourcing construction equipment for everyday land prep, irrigation work, and infrastructure on their operations. That crossover gives CNH scale and advantage. Thank you for your continued support, trust, and engagement. To our employees, thank you for the passion and ingenuity you bring to your work every day. You are essential to delivering progress and fulfilling our commitments. I will now pass the meeting back to Mr. Smit to handle the formal business of the meeting.
Thank you, Mr. Marx. We now move to the formal business of the meeting and the vote on the resolution set out on the agenda. On the record date, the 28th day, prior to the date of this annual general meeting, the company had a total number of 1,760,874,472 issued shares, including treasury shares, and 1,610,383,781 voting rights. No votes can be cast for any treasury shares held by the company.
According to the attendance list, 1,504,800,261 shares, both common and special voting shares, equal to 94.44% of all outstanding shares in the capital of the company, as at the record date, are present or represented at this meeting. The total number of voting rights at this meeting amounts to 1,504,800,261, including a total of 1,504,800,261 votes that have been cast electronically prior to the meeting and which will be included in the voting results. I will now turn to the first item of the agenda on the appointment of the executive and non-executive directors.
The term of office of all executive directors and all non-executive directors expires at the end of this general meeting of shareholders. As explained in the annual meeting materials, which are available on the company's website, Suzanne Heywood and Gerrit Marx stand for re-election as executive directors, and Elizabeth Bastoni, Howard W. Buffett, Karen Linehan, Alessandro Nasi, and Vagn Sørensen stand for re-election as non-executive directors for a new term of office of one year to end at the first annual general meeting of shareholders to be held in 2027. Richard Palmer and Lorenzo Simonelli stand for election as non-executive directors for a new term of office of one year to end at the first annual general meeting of shareholders to be held in 2027. All of them are eligible and willing to accept the appointment.
Detailed biographical information concerning each candidate for appointment is available on the company's website. The board of directors believes that these candidates bring the appropriate mix of skills and professional backgrounds to advise a company that operates internationally across several business areas and the adequate independence among non-executive directors to protect the interests of all shareholders and other stakeholders of the company. The director's remuneration will comply with the company's remuneration policy. No questions have been received by the company on agenda item one i n advance of the meeting. As there are no shareholders present at the meeting, this concludes the discussion on agenda item 1. Let us now turn to the voting results on the relevant sub-items. Sub-item 1 A on the agenda, the reappointment of Suzanne Heywood as Executive Director. I note that the proposal has been approved.
Agenda item sub-item one B relates to the reappointment of Gerrit Marx as Executive Director. I note that the proposal has been approved. Agenda sub-item one C relates to the reappointment of Elizabeth Bastoni as Non-Executive Director. I note that the proposal has been approved. Agenda sub-item one D relates to the reappointment of Howard W. Buffett as Non-Executive Director. I note that the proposal has been approved. Agenda sub-item one E relates to the reappointment of Karen Linehan as Non-Executive Director. I note that the proposal has been approved. Agenda sub-item one F relates to the reappointment of Alessandro Nasi as Non-Executive Director. I note that the proposal has been approved. Agenda sub-item one G relates to the appointment of Richard Palmer as Non-Executive Director. I note that the proposal has been approved.
Agenda sub-item 1H relates to the appointment of Lorenzo Simonelli as Non-Executive Director. I note that the proposal has been approved. Agenda sub-item 1I relates to the reappointment of Vagn Sørensen as Non-Executive Director. I note that the proposal has been approved. I now move to the next agenda item. Sub-item 2A concerns the approval of the executive compensation, the say on pay. In accordance with Section 14A of the Exchange Act, the board is submitting a say on pay proposal for shareholder consideration. While the vote on executive compensation is non-binding and solely advisory in nature, the board and the Human Capital and Compensation Committee will review the voting results to better understand any issues and concerns that the company's shareholders may have. Further background can be found in the meeting materials, which are available on the company's website.
Under sub-item 2 B, shareholders are invited to vote on the proposal to approve the frequency of future shareholder votes on the company's executive compensation. Further background can be found in the meeting materials, which are available on the company's website. No questions have been received by the company on agenda item two in advance of the meeting. As there are no shareholder present at this meeting, this concludes the discussion on agenda item two. Let us now turn to the voting results on the relevant sub-items. Sub-item 2 A on the agenda is the approval of the executive compensation, the say on pay, an advisory vote. As displayed, the general meeting advises positively on the approval of the executive compensation. Sub-item 2 B on the agenda is the approval on the frequency of future shareholder votes on the company's executive compensation.
This is also an advisory vote. As displayed, the general meeting advises to approve the frequency of future shareholder votes on the company's executive compensation annually. I now move to the next item on the agenda, the 2025 annual report. The 2025 annual report is available on the company's website and at the company's principal office since the 25th of March, 2026. Sub-item 3A concerns the adoption of the 2025 annual financial statements, and this is a voting item. The company's 2025 annual financial statements have been approved by the board and audited by the company's independent auditors, Deloitte Accountants B.V., who issued an unqualified opinion. Mr. Van Leeuwen, whom I introduced earlier as the representative of Deloitte Accountants B.V., is available to take questions relating to Deloitte Accountants B.V.'s report on the financial statements.
The board proposes that our annual financial statements for 2025 should be adopted. Sub item 3B relates to the reappointment of the independent auditor for the company's Dutch statutory annual accounts, and this is a voting item. The Audit Committee has reviewed the performance and effectiveness of the audit for the financial year 2025, and based on that, has recommended to reappoint Deloitte Accountants B.V. as the company's independent auditor for the financial year 2026. The Board of Directors agrees and supports the reappointment. Under sub item 3C, shareholders are invited to vote on the ratification of the selection of the international independent registered public accounting firm. This is an advisory voting item. The Audit Committee of the Board has selected Deloitte & Touche LLP as the company's international independent registered public accounting firm for the financial year ending 31 December 2026.
The audit of the company's annual consolidated financial statements for the year ended 31st December 2025 was completed by Deloitte & Touche LLP on 26th February 2026. The Audit Committee has evaluated the performance of Deloitte & Touche LLP in connection with the review and audit of the company's 2025 financial statements and based its selection on such evaluation. Mr. DiStefano, whom I introduced earlier to representatives of Deloitte & Touche LLP, is available to take questions relating to Deloitte & Touche LLP's report on the financial statements. For further background on sub item 3C, please refer to the annual meeting materials, which are available on the company's website and are set out in the notice of the 2026 Annual General Meeting and proxy statement. No questions have been received by the company on agenda item 3 in advance of the meeting.
As there are no shareholders present at the meeting, this concludes the discussion on agenda item 3. We now turn to the voting results on the relevant sub items. Sub item 3 A on the agenda relates to the adoption of the 2025 financial statements. I note that the proposal of sub item 3 A has been approved and that the 2025 annual financial statements have been adopted by the meeting. I now turn to the sub item 3 B on the agenda, and that concerns the reappointment of the independent auditor for the company's Dutch statutory annual accounts. As displayed, the proposal has been approved. Lastly, the vote on item 3 C on the agenda, and that's the ratification of the selection of the international independent registered public accounting firm. This is an advisory vote. As displayed, the proposal has been approved.
Let me now move to agenda item 4 relating to the reserves and dividends. Sub item 4 concerns the reserves and dividend policy. This is a discussion item only. For background, I would like to make reference to the meeting materials available on the company's website. Sub item 4A concerns the dividend proposal. This is a voting item. The board recommends a dividend of $0.10, equivalent to approximately EUR 0.09 per outstanding common share. This results in a total dividend amount for 2025 of approximately $124.2 million. For further background, I make reference to the meeting materials which are available on the company's website. No questions have been received by the company on agenda item four in advance of the meeting.
As there are no shareholders present at the meeting, this concludes the discussion on this agenda item four. Let us now turn to the voting results on the sub item 4 A, and that's the proposal of a dividend for 2025. I note that the proposal has been approved. Let me now move to the following agenda item. Under agenda item five, shareholders are invited to vote on the discharge of the executive directors and the non-executive directors of the board for the performance of their respective duties during the financial year 2025. This release of liability is limited to facts known on the basis of the annual report and its financial statements made during this meeting, and facts otherwise disclosed by the company. No questions have been received by the company on agenda item five in advance of the meeting.
As there are no shareholders present today, this concludes the discussion on agenda item 5. Let us turn to the voting results on agenda item five, and that's the release to discharge the executive directors and the non-executive directors of the Board for the performance of their duties in 2025. I note that this proposal has been approved. I now move to the final item on the agenda. That's the authorization to issue new shares and repurchase own shares. Under agenda sub item 6A, shareholders are invited to vote on the extension of the delegation of authority to the Board of Directors to issue new shares and/or to grant rights to subscribe for shares.
At the 2025 Annual General Meeting of Shareholders on May 12, 2025, shareholders voted to grant the Board of Directors power to issue and/or to grant rights to subscribe for shares. It is now proposed that a meeting authorizes the Board of Directors for another period of 18 months, beginning 8 May 2026, to issue shares or to grant rights to subscribe for shares. The authorization is limited to 10% of the company's issued share capital per the date of the Annual General Meeting of 2026. The authorization may be used in connection with awards under the company's equity incentive plans, but may also serve other purposes, such as the funding of acquisitions. When adopted, this authorization replaces the existing authorization.
Under agenda sub item 6 B, shareholders are invited to vote on the extension of the delegation of the authorization to the Board of Directors to limit or exclude preemptive rights. At the 2025 Annual General Meeting of Shareholders on 12th May 2025, shareholders voted to authorize the Board of Directors to limit or exclude preemptive rights in relation to the issue and/or grant of rights to subscribe for shares. In connection with the previous agenda item, the 2026 Annual General Meeting is now requested to authorize the Board of Directors for a period of 18 months beginning 8 th May 2026, to restrict or exclude shareholders preemptive rights in relation to the issue of shares or the granting of rights to subscribe for shares pursuant to the authorization under agenda item 6 A. When adopted, this authorization replaces the existing authorization.
Sub item 6 C concerns the authorization to repurchase own shares. At the Annual General Meeting of Shareholders on 12 May 2025, the meeting authorized the Board of Directors to acquire common shares in its own share capital. The meeting is now requested to authorize the Board of Directors for a period of 18 months beginning on 8 May 2026, to acquire common shares in its own share capital on the New York Stock Exchange or through other means, including but not limited to derivatives, private over-the-counter or block trades, or otherwise, subject to the conditions, however, set forth in the notice of the 2026 Annual General Meeting and proxy statement. No questions have been received by the company on agenda item 6 in advance of the meeting.
As there are no shareholders present at the meeting, this concludes the discussion on agenda item six. We now turn to the voting results on agenda item six. Sub item six A on the agenda concerns the authorization to issue new shares and/or to grant rights to subscribe for shares. I note that the proposal has been approved. Sub item six B on the agenda concerns the authorization to limit or exclude preemptive rights. I note that the proposal has been approved.
Finally, sub item six C on the agenda concerns the authorization to repurchase own shares. I note that this proposal has been approved as well. I would like to thank you for all casting your votes. Ladies and gentlemen, as there are no further items to discuss or resolve upon, that concludes the formal business of the meeting, and I declare the meeting closed. On behalf of the Board, I would like to thank you very much for attending this meeting.