Stellantis - Draft Resolution Filing regarding the equity of shareholder's rights
Stellantis’ Articles of associations provide that shareholders can benefit from an additional “Special Voting Share” (SVS) with voting rights for each of their shares registered in a "Loyalty Register" for at least three years. Phitrust is looking for co-filers for a resolution requesting the cancellation of the voting rights attached to the SVS.
Phitrust is looking for co-filers for a resolution regarding the equity of shareholder's rights at Stellantis’ AGM 2023 (April 13, 2023).
As per stated in the Stellantis Articles of Associations (Article 1.1) and the Combined Agreement (Article 6.1), a shareholder holding share for at least three years can register his share in the Loyalty Register and will be entitled to receive one Special Voting Share with a voting right for each share registered. Special Voting Shares can only be held by a Qualifying Shareholder, the SVS Foundation or the company itself.
While it is said that the purpose of the Special Voting Shares is to reward long-term ownership of Common Shares and to promote stability of the Company’s shareholder base, it goes against the principle of proportionality between capital and voting rights (“one share – one vote”) as it provides a free share with voting right to specific shareholders, thus introducing an inequity between shareholders.
This resolution requests that the company's articles of association be amended to remove the voting rights attached to the "Special Voting Shares".
- This mechanism is in conflict with the "one share-one vote" principle and creates inequality between shareholders. If it is not removed at the next AGM, the three current reference shareholders could de facto control the company with 43.21% of the voting rights.
- Given the date of creation of the company, the SVS will be issued in 2024. It is therefore at the 2023 General Meeting that a vote must be taken to ensure that this mechanism is not implemented (an amendment to the articles of association can be voted by a simple majority).
Please find attached two documents :
- the context of the initiative;
- the draft resolution, its rationale and the filing procedure to follow.
NB: The shareholding certificates and the request for registration of the resolution must be received by Stellantis at midnight on Friday 10 February 2023 at the latest.
For any further information, please contact Denis Branche (Tel. : +33 (0)1 55 35 07 55)
firstname.lastname@example.org / email@example.com
Phitrust is a French asset manager that since its creation in 1999, invests in large, listed companies to help them improve their Environmental, Social, and Governance (ESG) practices (Phitrust Active Investors). Phitrust is a pioneer in shareholder engagement with over 20 years of experience and 50 resolutions filed.
Promoting equity of shareholder's rights and guaranteeing the proportionality between capital and voting rights at Stellantis.
- Shareholder rights
- 16 - Peace, justice & strong institutions