Annual Shareholders’ Meeting - Nexans Annual_Shareholders_Meetin… · Strong momentum in LAN &...

Annual Shareholders’ Meeting May 12, 2016

Nexans brings energy to life A few moments of pride

Arnaud Poupart-Lafarge CEO

Nexans brings Energy to Life Energy transition and efficiency

NSN Link, the world’s longest subsea power link incorporating Nexans’ HVDC cable technology

NordLink HVDC interconnector between Norway and Germany

Connecting countries to secure and optimize Power networks

3 I 2016 Annual Shareholders' Meeting


Strengthening network connections to Renewable Energy sources “Safety net Britanny”

project with RTE Nexans 225 kV power link across Britanny to secure the network and provide optimal delivery of electricity

from land and off-shore renewable energy

“HyWind” pilot floating wind farm by Statoil

Nexans to supply static and dynamic cabling systems and accessories for the Hywind Scotland Pilot Power

Park, 30 km off the coast of Aberdeenshire

Cop

yrig

ht S

tato

il



Supporting the development of major Solar Power Plants

The Fonte Solar I & II in Brazil The biggest photovoltaic complex of

Brazil, is equiped with 210 km of Nexans Energyflex solar cables

Cestas Solar Farm in France 5,000 km of Nexans photovoltaïc

cables to connect Europe’s largest solar farm


Nexans MV and LV Alsecure cables to equip the new 20 km long metro line in Istanbul,Turkey.

Nexans brings Energy to Life Demographic development and urbanization

Once completed in 2017, the new metro line will be able to carry 65,000 passangers in one hour/direction.

Providing reliable cables for intra-city transport infrastructures


Nexans brings Energy to Life Strategic partnership for EV charging solutions

The agreement is backed by a €2.7 million round of funding from Nexans and its established shareholders, Bpifrance and Innovacom.


Nexans brings Energy to Life Economic development

Nexans unic provider of cables for TOTAL deep sea Egina

Oil floating platform

Cop

yrig

ht b

y SH

I

2,200 km of Nexans cables for the largest FPSO project to date

Full cable solutions for Oil & Gas off-shore platforms Nexans subsea cables

to bring Power to the offshore super complex serving Abu Dhabi’s Nasr oil field

90 M€ contract with Hyundai Heavy Industries covering High Voltage Power and infield cables


Nexans brings Energy to Life Increasing Data exchange

High speed broadband Optical Fiber cable “Nexans ROC-2” chosen by

Nigeria & Cameroon

~1,100 km of Repeated Optical Cables for the Nigeria-Cameroon

Submarine Cable System

Optical Fiber and LAN solutions for high-speed Data traffic

High performance cables for BNP Paribas Data Center

Nexans to design and deliver ultra high density fibre optic cabling systems for the

new campus data centre 9 I 2016 Annual Shareholders' Meeting

Nexans brings Energy to Life Nexans cables to bring Internet to Amazon Rainforest

Nexans Norway is supplying 275 km fibre optic cables to the Connected Amazonia Program in Brazil.


Nexans Excellence Way Experience in Lean Manufacturing extended to an Enterprise wide initiative

Standard Management Routines

Safety Quality Delivery Cost Environment

S Q D C E

LEAN Manufacturing

Continuous Improvement For the people by the people Standardized processes to optimize value creation for the

customer

Visual management

Structured problem solving approach

SQDCE focus

Focus on performance improvement


Nexans Excellence Way Safety first

Safety rate is tracked as our prime industrial performance indicator

Accident frequency rate has been divided by 4 in 5 years

2010 2011 2012 2013 2014 2015

Accident Frequency: number of accident with time-of f per million hours worked

Accident Severity: number of days of f

9.18

7.42

5.24 4.12

3.19 2.1

0.30 0.29 0.20 0.11 0.11 0.12

Over 25,000 employees on 160 sites participated in our second Group Safety Day in June 2015. The 2016 edition will take place on September 26. The Nexans team has come out with a set of 15 Golden Rules which apply everywhere and at any point in time. These rules are also a new special commitment of all management community of Nexans.

GROUP SAFETY DAY/ GOLDEN SAFET RULES


Nexans Foundation 4th Call for projects


Business Performance


148 M€ 195 M€

3.2% 4.2%

2014 2015

strong growth Submarine, Harnesses,

LAN

+ 14%

- 20% - 2%

market downturn O&G, Brazil, Australia

market selectivity

3 different dynamics

- 1.7% organic growth

Sales at constant metal prices

2014 2015

4,587 M€

-0.8%

-2.6%

4,604 M€

HY 2

HY 1

Dec '14 June '15 Dec '15

Operating margin

Net Debt in M€

Nexans accelerates its transformation Operating margin + 32%

Strong cash generation

460 531

201


North America -15.2%

13% of Sales

Asia Pacific -6.6 %

14% of Sales

Harnesses +15.7 %

10% of Sales

EUROPE -2.1%

30% of Sales

High Voltage +2.6%

18% of Sales

South America -0.2%

7% of Sales

-14.4% -16.0%

-10.2%

+11.7%

MERA +4.5%

8% of Sales

+5.0% +4.1%

-5.4% -7.8%

-1.7% -2.6% +19.2%

+12.4%

-4.2%

+9.0%

Note: (*) Sales by origin at constant metal prices

Navigating in a contrasted business environment Organic growth by region in First and Second Half 2015 and % of yearly Sales by origin(*)


Distributors & Installers: Strong margin recovery driven by portfolio selectivity and LAN performance

Sales (constant metal prices): 1,136 M€ Yoy organic growth: - 2.7 %

Operating margin: 63 M€ OM on sales: 5.5 %

Building LAN FX

-6 % +8 %

Europe - 7%

NAM - 2%

MERA +4 %

APAC -2 %

SAM -1 %

Building: Decrease of demand in some large contributing countries (France, Brazil, Australia, NAM). Signs of recovery in HY2 in SAM and APAC

2014 2015

2014 2015

Positive operating levers: Strong momentum in LAN & Cabling

Systems confirmed in HY2

Portfolio selectivity


Industry: Profitability gains confirmed despite flat markets in second half Sales (constant metal prices): 1,250 M€

Yoy organic growth: - 0.4 % Operating margin: 57 M€

OM on sales: 4.6 %

Improved profitability despite negative price pressure in O&G and Mining: Fixed cost reduction run-rate Automotive harnesses performance Portfolio management

Automotive harnesses driving the growth with record high Sales in 2015. Strong momentum in Wind Power cables, in North West Europe and Brazil.

Depressed Mining and O&G activity, particularly upstream. Shipbuilding penalized by order delays.

(+)

(-)

Yoy organic growth by sector:

RES

SOU

RC

ES

20%

of S

ales

O

THER

15

%

TRA

NSP

OR

T 65

% o

f Sal

es

- 5 % -

- 40 %

-22 %

- 3 % + 10 %

- 12 % + 15 %

O&G

Automotive Shipbuilding Railways Aerospace

Automation Others

Renewables Mining

+43 %

2014 2015

4.1 % 4.6 %


Utilities & Operators: margins improved while markets remain challenging

Utilities: Activity globally stable in Europe, in a context of low volumes

and price pressure Positive momentum in MERA Lower activity elsewhere

Operators: Contrasted activity in Europe, globally stable despite improved momentum in France and Belgium.

Margins improved thanks to product selectivity in Europe and strong performance in MERA. Signs of recovery in South America.

Sales evolution in M€ and organic growth

2014 2015

- 2 %

- 4 %

-3.6 %

FX & scope

Operating margin improvement

2014 2015


Submarine high voltage: Flat activity in S2 due to Project timing and strong headwinds in umbilical cables Optimum execution of major projects:

Dynamic tendering and engineering activity, including in

umbilicals:

NordLink + 500 M€

NSN + 340 M€

Transmission: Dynamic tender activity in contrasted markets

Order Backlog: + 75%

Land HV

Hybrid cables

Submarine

- 1 %

- 12.5 %

Organic Growth: + 2.9 % Land high voltage: Slow ramp-up of Chinese and US new plants Plant load optimization and cost reduction programs in

Europe where market conditions remain uncertain Active tendering activity Backlog:

>1 year of sales

2013 2014 2015

LandHybridSubmarine

SUB

SEA

75%

of

Sale

s

LAN

D

25%

o

f Sal

es

+ 15 %

Backlog: 2.7 year of sales


Middle East, Russia, Africa business outlook

Benjamin Fitoussi Executive VP of the MERA Area

A wide Area of opportunities 14000 M€ actual*, growth

3/4%

Russia

Africa

A growing battlefield… Growing consuming class household Rapid infrastructure expansion Off-grid, micro grid Availability of energy resources

…challenged by the drop of O&G price and raw materials Deteriorated geopolitical context

7000 3-5% 3800

6%

1600 1%

650 4%

Near & Middle East

Turkey

1100 3,5%

Central Asia

* All figures in M€, actual metal, HV excl. 22 I 2016 Annual Shareholders' Meeting

Zoom on Africa

Our Ambition: Supporting the

Transformative growth of the Region helping the population

to move above the Poverty and Empowerment Lines

• 5% annual GDP growth • Natural resources • 1,2bn inhabitants

650m with no access to electricity +1bn by 2030

• 360m middle-class 1,1bn by 2060 60% urbanization rate in 2030 (40% ytd)

• Power Gen: +80 Gw installed capacity • 700m mobiles


Strategic axis

1. Targeting leadership position in our domestic markets

2. Growing at export taking further

advantage of our MERA units as hubs Localisation Brand image Differentiation / value added Partnership

3. Supporting Europe competitiveness

2014 2015 2016

CM (%)

490M€ 495M€ 510 M€

Sales std

Power Distribution & transmission

Oil&Gas: upstream & downstream

Power Generation

Railway infrastructure

Mining

LAN and Datacom


Leveraging our strong local set-up RUSSIA: NICHE Higher end products & project

business

MIDDLE EAST / LEBANON & QATAR: REACH CRITICAL SIZE Lebanon for Near East: back in Iran Expand Qatar Low High Voltage Partnership in Egypt

TURKEY & CASPIAN: EXPORT & DATACOM Turkish EPC Technical hub

WEST AFRICA / MOROCCO: ACCELERATE Morocco as Africa hub Expansion partnership: Ghana,

Nigeria, Senegal,… Cables + Transformers


Key successes in 2015 • Ivory Coast, Rural electrification - 90 pre-fabricated & pre-equipped sub-stations

• Lybia, Power distribution network upgrade • Ghana, Power distribution network

• Russia, Yamal LNG • Saudi Arabia, Ummwa’Ul Phosphate project • Turkmenistan, Garabogaz Fertilizer Plant • Algeria, Touatgaz refinery

• Russia, Kazan Power Plant • Irak, Besmaya Power Plant • Saudi Arabia, Ummwa’Ul Power Plant

• Saudi Arabia, Rhyadh metro

Besmaya Iraq Power Plant


Nexans: an innovative company Pierre Kayoun Corporate Vice President Technology & Innovation

600 Professionals 83 M€ R&D investments

2015 Innovation & Technology in a nutshell

600 Researchers, Engineers, Technicians over the full value chain from Innovate to Produce 3 Research Centers

2 Process Centers

60 Technical teams located in the units

• In the TOP 50 for the 3rd year in a raw • 52 patents filed in 2015

Top 50 most innovative French companies

An internal recognition program for R&D experts TESLA


More distance with lower losses for grid and offshore wind HVDC submarine cables go deeper - 1300m deep with 525kV MI Joints HVDC underground extruded cables - qualified at 320kV

Nexans brings game changers in Energy Transition

Smart charging solutions for Electric vehicles A new partnership with G2mobility

Higher capacity within less space for Urban Grids Superconductive systems in Germany A new project in Chicago Grid

Decrease cost to serve for renewable energy in Wind Copper replacement by Aluminum Harnesses with conenctors


Improved safety with Fire retardant cables for buildings and in tunnels Regulation compliance

Nexans brings Performance for market Extreme Conditions

Electrical System integrity protected with Fire resistant cables for shipbuilding New materials

High performance operation at Low temperature (- 65°C) for Oil & Gas platforms High mechanical resistance

Lighter power systems with high Thermal endurance cables in rolling stock New materials


Power customer’s Digital initiatives

2015 Digital Innovation

Simulate to optimize product and installation performance

Simulate to improve manufacturing process performance

Provide connected Nexans products (IOT)

Boost customer’s Big Data initiatives with Smart Connectors

Determine maximum allowable density in cable systems for STX (Shipbuilding)

Determine the optimized installation temperature in mounting blocks (Wind)

Optimize manufacturing tools design with production process simulation

3D printing prototyping


How to reinforce our market innovation leadership and fully support business

Remain at the heart of markets technical imperatives

Explore new Services to enhance product offer

Develop digitally enabled product offer, embracing IOT

Support customers’ competitiveness initiatives

Power Nexans manufacturing performance 32 I 2016 Annual Shareholders' Meeting

Strategic Initiatives


Strategic initiatives delivered as expected to overcome volume & price pressure effects

Operating margin evolution in M€

2014 2015

195

148

106 (53)

(13)

FX & others

Price Cost squeeze

Strategic Initiatives

Operating reserves


Fixed cost reduced ahead of schedule: + 62 M€ impact in 2015

Savings run-rate reached end of 2015

New European restructuring plan approved and launched Other plans well under way

2013 European restructuring plan fully implemented

35 M€

P&L

year

to d

ate

Run-

rate

Industry: Closure of 3 plants and transfer of activities completed:

Lyon (France) Trezzano (Italy) Breitenbach (Switzerland)

Land High Voltage: Closure of Cossonay plant completed (Switzerland) Support functions: Europe Italy, France, HQ, Germany, Switzerland European plan

70 M€

38 M€ in 2015

Other plans & OPEX

2015

24 M€

30 M€


Zoom on other initiatives Variable cost reduction: + 10 M€ Market Leadership: + 34 M€

Purchasing Saving plans delivering as expected, through three main levers

Negotiation lever Supplier management Enforcement of purchasing policies

Industrial Efficiency gains in plants

below expectations

challenged businesses brought limited to negative contributions (O&G, Hybrid cables, Australia & Brazil..)

Initial targets are maintained, net of volume attrition impacts.

Market Leadership initiatives well on track Business strategy roll-out Common methodologies deployed

throughout the group

Profitable growth Submarine, LAN systems,

Harnesses

Services & Product development

Product selectivity, Distribution channel & Pricing

Indu

stria

l&C

omm

erci

al

Exce

llenc

e


Financial results

Nicolas Badré CFO

Key Figures

Sales at current metal prices

Sales at constant metal prices

EBITDA(*)

Restructuring costs

Net income (Group share)

Net debt

Operating margin

Operational Cash Flow

2014 2015

6,403

4,587

288

148

(51)

(168)

101 460

6,239

4,604

333

195

(100)

(194)

191 201

In M€

Not

e: (*

) O

pera

ting

mar

gin

befo

re d

epre

ciat

ion


Income Statement (1/2) In M€ 2014 2015

Sales at constant metal prices 4,587 4,604

Margin on variable costs 1,390 30.3% 1,428 31.0%

Indirect costs (1,102) (1,095)

EBITDA(*) 288 6.3% 333 7.2%

Depreciation (140) (138) Operating margin 148 3.2% 195 4.2%

Core exposure effect (4) (52) Restructuring costs (51) (100) Other operational income (expenses)(**) (129) (110) Share in net income of associates 1 1

Operating income (35) (66) Notes: (*) Operating margin before depreciation (**) Including net asset impairments, change in fair value of metal derivatives, net gain on asset disposal, transaction costs on external acquisitions


Significant impairments: environment changes in 2015

Further drop in O&G, metal and mineral prices leading to investment reductions from mining companies in Australia

Delays in homologation process for products sourced from China Residual goodwill: 83 M€

Changes in local macro-economical and political environment. Impacts of lower commodity prices in Brazil

Residual goodwill: 68 M€

NAM

63 M€

SAM

39 M€

Total: 129 M€ (*)

Main impact: further drop of prices in O&G and Mining in 2015 have led to reduced perspectives from main customers

Residual goodwill: 29 M€

APAC

27 M€

Not

e: (*

)Tot

al c

harg

e in

clud

ing

defe

rred

tax

impa

cts

amou

nts

to 1

42 M

€


Income Statement (2/2)

In M€ 2014 2015

Operating income (35) (66)

Financial charge (103) (105)

Income before tax (138) (171)

Income tax (32) (25)

Net income from operations (170) (196)

Net income Group share (168) (194)


Balance Sheet In M€ Dec 31, 2014 Dec 31, 2015

Long-term fixed assets 1,737 1,643 of which goodwill 303 250

Deferred tax assets 153 192 Non-current assets 1,890 1,835 Working Capital 803 405 Total to finance 2,693 2,240 Net financial debt 460 201 Reserves 709 690 Deferred tax liabilities 91 84 Derivative liabilities non current - 38 Shareholders' equity and Minority interests 1,433 1,227

Total financing 2,693 2,240 42 I 2016 Annual Shareholders' Meeting

2014 2015

HV

Inventories& payables

Down-payments Metal price

Strong cash generation Net debt evolution in M€

201

460 191 (170)

(104) 345

52 OCF CAPEX

Restructuring cash-out

Operating Working Capital FX &

Other

(55)

Non Operating

WC


Strong liquidity covering future debt refinancing needs

Liquidity and debt redemption(*) as of December 2015, in M€

Notes: (*) Bond redemption in nominal values (**) 2016 Convertible Bond was redeemed on January 1st 2016

2018 Bond 4.25%

2019 Convertible Bond 2.50%

2017 Bond 5.75%

2016 Convertible Bond 4% (**)

Local borrowings &

others

Gross Debt Liquidity sources

1,012

600

Cash & equivalents

Un-drawn facility

committed up to 2020

350

125

213

250

275

1,213


Corporate Financial Statements – key figures


In M€ 2014 2015 Operating Income / (loss) (22) (22) Non Operating (46) 24

o/w Financial Income / (loss) (46) 62

o/w Non-recurring Income / (loss) 0 (38)

Net Income / (loss) (67) 2

Share capital 42 43 Total equity 1804 1814 Financial debt 1125 1125 Total consolidated assets 3042 3063

Perspectives


On the way to 2017 Target contribution of Strategic initiatives is confirmed

Fixed Cost reduction

Variable Cost reduction

Market leadership

Operating margin evolution, in M€

Remaining to do Achieved 2015

Uncertainty relies on environment in

2016/2017

150

135

90

2014

2015

2017

Price / Cost squeeze


Divested to date: Confecta (Germany) Indelqui (Argentina)

c.350 M€ that could be tested for best owner or business

combination

Zoom on portfolio management

Underperforming Businesses Other Businesses

2.6 b€ 2.1 b€

Capital Employed - End of 2014 Capital Employed - End of 2015


2016 priorities: Keep momentum on Strategic initiatives to ensure:

Further improvement of ROCE and Operating margin

Limited cash consumption in 2016

Market Leadership Face depressed O&G

markets

Compensate timing in Hybrid Cables

Pursue portfolio selectivity

Variable Cost Reduction

Continue to deploy Purchasing saving plans

Reinforce labor flexibility in plants

Fixed Cost Reduction

Capture the full impact of completed plans

Execute the new European plan



Sales for first quarter 2016 amounted1 433 millions euros, versus1 601 millions euros in first quarter 2015 Organic sales for Q1’16 down by 1.5%.

Evolution in line with the Group’s expectations and mainly due to the anticipated effect of project timings in the submarine high-voltage business (-14%)

Ongoing robust growth in the first quarter for automotive harnesses and LAN cables & systems, offsetting the continued deterioration in the oil and mining sectors. Start of a recovery in sales of medium- and low-voltage distribution cables to European energy operators. Satisfactory progress for all of the Group's strategic initiatives.

[1] The first-quarter 2015 sales figure used for like-for-like comparisons corresponds to sales at constant non-ferrous metal prices adjusted for the effects of exchange rates and changes in the scope of consolidation. The currency effect on sales at constant non-ferrous metal prices for the first quarter of 2016 amounted to a negative 60 million euros and changes in the scope of consolidation had a negative 13 million euro impact.

2016 First-quarter financial information

The Appointments, Compensation & Corporate Governance Committee

Véronique Guillot-Pelpel Chairman of the Appointments, Compensation & Corporate Governance Committee

Composition of the Appointments, Compensation and Corporate Governance Committee since March 31, 2016

Photo Photo Photo

Jérôme Gallot*

Francisco Pérez Mackenna

Fanny Letier

50%

independent administrators

meetings in 2015 attendance

9 93%

*independent

Véronique Guillot-Pelpel*

Président

52 I 2016 Shareholder’s Meeting

Missions and tasks of the Committee in 2015

PRINCIPALES MISSIONS

TRAVAUX 2014

The Appointments, Compensation & Corporate Governance Committee is responsible for:

examination of compensation elements for Corporate Officers

preparation for the evolution of Nexans leadership bodies, and,

follow-up of all corporate governance issues at the Board of Directors.

Work on the composition of the Board, its chair and its committees

Selection and proposals for election/renewal of Board members

Qualification of independence of the Board members

Proposals for determining compensation and benefits for the Chairman of the Board and the Chief Executive Officer

Work on the evolution of the pension scheme for top management

Assessment of the Board and its Committees

Management Board’s succession plan

Main missions

Tasks in 2015


Compensation of Corporate Officers Determining principles


COMPLIANCE BENCHMARKING PERFORMANCE

With the AFEP-MEDEF code

Cash compensation

Long term compensation

Commitments

Within SBF120 index Link between compensation and performance

Termination conditions for Frédéric Vincent Term of office ended on March 31, 2016


Termination indemnity

Non-compete indemnity

Long-term compensation (stock options & performance shares)

Supplementary pension plan (annual pension)

none

none

none

0.3 M€

Theoretical amount Amount paid

1.04 M€

0.52 M€

2.1 M€

0.3 M€

7th resolution Items of compensation owed or granted to the Chairman of the Board of

Directors for the fiscal year ended on December 31, 2015


Fixed compensation 520 000 €

Attendance fees 34 000 €

Benefits in kind 6 072 €

Other compensation items: • Potential termination indemnities and non-compete indemnities subject to conditions, • Welfare plan, • Supplementary pension plan

Compensation for A. Poupart-Lafarge (2015) Structure and benchmarking of the Chief Executive Officer’s compensation


Fixed compensation (annual base)

Annual variable target (in % of base salary)

Long-term compensation (in % of base salary)

Annual variable paid for 2015 (in % of base salary)

700 k€ 800 k€

100% 100%

116%

100% 145%

CEO Median panel (1)

(1) Benchmark from a Mercer survey on Corporate Officer’s compensation, based on a sample of French comparable industrial companies within the SBF120 index, especially with sales revenue and headcount aspects.

110%

Structure of the variable part Synthesis of the variable components


Operating margin

Return on Capital Employed

Free Cash Flow

Financial

Stock Exchange (related to)

Performance related to share vs. panel of comparable companies

Non financial

Types of criteria Indicators Variable ST (1 year)

Variable LT (3+2 years)

40% 40% 20%

70%

30%

25% 25%

50%

Execution of strategic initiatives Organizational transformation Competitiveness improvement

Total variable 100% 100%

8th resolution


Items of compensation owed or granted to Arnaud Poupart-Lafarge, CEO, for the 2015 fiscal year

Fixed compensation 700 000 €

Annual variable compensation 814 803 €

Deferred variable compensation (granted in 2013 as Chief Operating Officer) 30 938 €

Performance shares (number) 42 000 (maximum)

Performance shares (accounting valuation in 2015) 702 642 €

Benefits in kind 4 200 €

Other compensation items: • Potential termination indemnities and non-compete indemnities subject to conditions, • Welfare plan, • Unemployment insurance plan, • Supplementary pension plan


Long-term incentive policy subject to vote (resolutions 11 to 14)

2016 2017

Resolution 11

Resolution 12

Resolution 13

Resolution 14

30 000 free shares Approximately120 high potential managers 4-year vesting period

330 000 performance shares Approximately 90 senior management executives (including CEO) 4-year vesting period Share performance and economic performance conditions

330 000 performance shares Approximately 90 senior management executives (including CEO) 4-year vesting period Share performance and economic performance conditions

30 000 free shares Approximately120 high potential managers 4-year vesting period

Planned grant date: May 2016 Planned grant date: March 2017

Renewal of the Directors mandates and presentation of the candidates

Patrick Noonan Secretary General

Presentation of the candidates at the Board of Directors

62 I 2016 Shareholders’ Meeting

Photo

Kathleen Wantz-O’Rourke

(independent director)

Censor since November 24, 2015 Experience

• 1984-2012 : Siemens group - Responsibilities in finance and in general management in large subsidiaries

• 2012-2016 : Engie group - Group Performance and Transformation and Business Finance

Director of Storengy and the Trust Management Institute (TMI) Member of the Supervisory Board of Compagnie Nationale du Rhône Member of the Audit Committee of Storengy and of Compagnie Nationale du Rhône

New position at AKKA Technologies beginning mid May

Appointment (Resolution 5)


Marie-Cécile de Fougières

(non independent director)


Proposal to appoint as Director representing employee shareholders (4-year term of office)

Current function: Group Change Leader at Nexans Experience

• Degree in Fundamental Physics , Master’s degree from the « Ecole de Management de Lyon »

• 1996-1999 : Logistics responsibilities at Decathlon • 1999-2016 : Nexans Group – Various functions in financial controlling and

finance, in logistic and supply chain, in information systems and project management.

Appointment (Resolution 6)



First appointment on June 3rd, 2004 Member of Nexans’ Strategy and Sustainable Development Committee Current function : “Energy” advisor to the Chairman of Capgemini Experience

• Graduated from Ecole Normale Supérieure • Professor (Maître de conférences) at Paris VII University , Phd in Physics • 1979-1992 : EDF – Various management positions before being

appointed head of the Development and Commercial Division in 1989 • 1992-1998: Chairman and Chief Executive Officer of SGN-Réseau

Eurisys • 1998-2012 : Capgemini – Head of the Global « Energy, Utilities &

Chemicals » Sector. • Since 2012 Energy Senior Advisor to Capgemini Chairman • 2010-2015 : Non executive Chairman of TDF

Director of : Ingenico, EDF, Eurotunnel, Bouygues, Colas (Bouygues subsidiary).

Photo

Colette Lewiner (independent

director)

Renewal (Resolution 4)

Report of Statutory Auditors

Reports of Statutory Auditors On 2015 consolidated financial statements

On 2015 Parent Company financial statement

On the Report of the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures

On related-party agreements and commitments


Reports of Statutory Auditors On the reduction of the capital (10th resolution)

On requested authorizations for the grants of performance shares (11th and 13th resolutions) and free shares (12th and 14th resolutions)


Questions & Answers

Vote on resolutions

First resolution Approval of the 2015 Parent Company financial statements

Approval of the Activity Report of the Board of Directors


Second resolution Approval of the 2015 consolidated financial statements


Third resolution Allocation of the income:

Retained earnings brought forward from prior years € 106 091 226

2015 net income € 1 884 824

Transfer to legal reserve € 94 241

Total distributable income € 107 881 809


Fourth resolution Renewal of Colette Lewiner as Director


Fifth resolution Election of Kathleen Wantz-O’Rourke as Director


Sixth resolution Election as Director representative of employee shareholders of Marie-

Cécile de Fougières


Seventh resolution Consultative vote on the items of compensation of the Chairman of the

Board of Directors due or granted in 2015, as presented in the Board of Directors’ report to the shareholders


Eighth resolution Consultative vote on the items of compensation of the Chief Executive

Officer due or granted in 2015, as presented in the Board of Directors’ report to the shareholders


Ninth resolution Authorization to the Board of Directors to carry out transactions involving

Company shares Maximum purchase price: €60 Maximum amount: €100,000,000 Legal upper limit of 10% of the total number of shares Duration: 18 months


Tenth resolution Authorization to the Board of Directors to reduce the share capital by

cancellation of treasury shares Maximum: 10% of the total number of shares in a period of 24 months Duration: 18 months


Eleventh resolution Authorization to the Board of Directors to allocate in 2016 performance

shares to corporate officers of the Group and to the CEO Maximum of 330,000 of shares (0.77% of the capital) if the performance conditions are reached CEO: Maximum of 31,000 shares (9% of the limit, and 0.07% of the share capital) if the performance

conditions are reached Minimum of a 4-year vesting period Economic and stock market’s performance conditions measured over 3 years Expiration: December 31st, 2016


Twelfth resolution Authorization to the Board of Directors to allocate in 2016 free shares to

high potentials and exceptionnal contributors, excluding Management Council members and performance shares’ beneficiaries Maximum: 30,000 shares (0.07% of the share capital) Expiration: December 31st, 2016


Thirteenth resolution Authorization to the Board of Directors to allocate in 2017 performance

shares to corporate officers of the Group and to the CEO Maximum: 330,000 shares (0.77% of the share capital) if the performance conditions are reached CEO: Maximum of 10% of the limit and 0.08% of the share capital Minimum of a 4-year vesting period Economic and stock market’s performance conditions measured over 3 years From January 1st, 2017 to December 31st, 2017


Fourteenth resolution Authorization to the Board of Directors to allocate in 2017 free shares to

high potential and exceptionnal contributors excluding Management Council members and performance shares’ beneficiaries Maximum: 30,000 shares (0.07% of the share capital) From January 1st, 2017 to December 31st, 2017


Fifteenth resolution Powers to complete legal formalities


Warning


The forward-looking information contained in this presentation is a function of risks, in particular those described in the Registration Document put down by Nexans with the Authority of Financial Market (AMF), and uncertainties, known or unknown at this date, which could have an impact on the future performances of the Company. These future performances may differ significantly from this information.

This presentation is a translated version.

Annual Shareholders’ Meeting May 12, 2016

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Annual Shareholders’ Meeting - Nexans Annual_Shareholders_Meetin… · Strong momentum in LAN &...

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