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Paris May 15, 2019 - Annual Shareholders’ Meeting
SUMMARY
2019 Annual Shareholders’ Meeting2 I
• Megratrends – The world in 2030
• 2019-2021 Roadmap
• 2018 Highlights
• 2019 Outlook
• Commercial success
• Financial results
• Q1 2019 sales
• Thematic presentations
• Building & Territories
• Nexans in Asia-Pacific
• R&D, Innovation and Services
• Appointments, Compensation and Corporate
Governance Committee
• Renewal and appointment of members of the Board
of Directors
• Auditors’ reports
• Vote on resolutions
1
A future full of
opportunities for
Nexans
MEGATRENDS
THE WORLD IN 2030
Christopher Guérin
CEO
The World population will
increase by +20%, and
urbanization by +40%
CABLING SOLUTIONS FOR INFRASTRUCTURE
• Development of infrastructures in emerging Countries
• Decentralized energy management & “smart grids”
• Energy efficiency
Strategic challenges
60% of the population
will live in 65 megacities
• Sustainable development (energy efficiency, new regulation, security requirements)
• Growth of emerging countries
• Smart buildings
• Cost competitiveness
• Fire safety
Strategic challenges
CABLING SOLUTIONS FOR INFRASTRUCTURE
80%of all urban growth in the next 20 years
will take place in Africa & Asia
1.8 billion International tourist arrivals
by 2030 (up from 940 million in 2010)
• Shift to Asia / competitiveness challenges for Western Countries
• Automation from Asia
• Smart vehicles development (autonomous vehicle, electric car)
• Twice more passenger in the air
Strategic challenges
CABLING SOLUTIONS FOR TRANSPORT AND INDUSTRY
• Renewables projects
• New sources development (high-tech methods, improved exploration &
extraction)
• More local regulation
• Acceleration of offshore windfarm development
Strategic challenges
CABLING SOLUTIONS FOR RENEWABLE ENERGIES
The part of Renewables in
the energy mix will double
• Fast-growing digital & data markets
• Network integrity & protection (cybersecurity)
• Aging network improvement
• Artificial intelligence
Strategic challenges
CABLING SOLUTIONS FOR DATA
Artificial Intelligence & 5G
will require twice more
cables
2
Financial performance
vital for the future
2019-2021
ROADMAP
We have challenges ...
2019 Annual Shareholders’ Meeting9 I
1
2
3
Undertake further transformation
▪ The potential of turnaround remains high▪ Manage for growth the 50% of the Group
that generates high return
▪ Transform the remaining 50% to unlock value creation capacity
Mindset change from volume to value
growth
• Transform Nexans in order to ensure better
growth in the long term
• Moving up the value chain rather than trying
to grow at all costs
Adjust organization structure to
introduce more accountability and agility
• Higher discipline in execution
• Simplified, leaner and more agile
organization
1
2
3
... and a great potential to unlock
A proven turnaround method
• Successful transformation in Europe
and Middle East and Africa areas
• A methodology called SHIFT has
been designed by Nexans
• Deployment launched on a worldwide
scale
A differentiation DNA
• Differentiation capabilities demonstrated
through deployment of services, marketing
initiatives, value creation in very competitive
markets such as Building & Territories
• Successful development of systems in
segments such as renewable energy
Megatrends support our growth in the value
chain
▪ Escape commodity traps and address the €120Bn services market by offering new
services, subunits and systems
EBIT
% of Net
Constant
sales
Net Constant sales
% of OWC
Restructure
Milk
Value burners
Profit driversProfitable cash tanks
Cash tanksTransformation candidates
NEXANS BUSINESS UNIT PORTFOLIO ANALYSIS
A granular view
1
2
3
BY 2021 WE TARGET A COMPLETE TURNAROUND
OF VALUE BURNERS, ONE THIRD OF THE COMPANY
WILL STILL BE IN TRANSFORMATION PHASE
Split of the estimated 2018 turnover per Business Unit
segment (Simplif ied and at iso-volume)
Value Burners
Profit drivers and Profitable Cash tanks
2021P
2018E
2018E
2021P
2021P
2018E
2018E
2021P
Building &
Territories
High Voltage &
Projects
Telecom & Data
Industry &
Solutions
Transformation candidates and Cash tanks
1
2
3
2019 Annual Shareholders’ Meeting10 I
Overall Trajectory – Waterfall from Baseline to 2021 EBITDA
2019 Annual Shareholders’ Meeting11 I
EBITDA: Operating Margin (OM) before depreciations ROCE: 12months on end-of-period capital employed restated for antitrust provisions. Yearly depreciation amounting to
approximately 137M€ in 2018 and 150M€ beyond, Operating Margin can be computed accordingly.
Price cost squeeze
& labor inflation2018 Cost reduction
initiatives
Transformation
plan
Organic Growth &
Value Growth
initiatives
2021E
325
500
190 210
100
55
EBITDAIn millions €
Our 2021 objectivesBased on the current market conditions
2018E 2021P
15,5 %
~ 8.5 %
+7.0 pts
ROCE
-190 M€
2016-2018E 2019E-2021P
> 200 M€
FREE CASH FLOW
CUMULÉ
In million Euros
325 M€
500 M€
2018 2021P
+175M€
EBITDA
▪ Transform underperforming units towards greater profitability
▪ Focus profitable units on growth for value via differentiation and innovation
▪ Restore competitiveness through ambitious cost reduction plan
▪ Enforce more discipline in CAPEX management and ROI monitoring
In million dEuros
(Before M&A and dividends)
In % (Before taxes)
EBITDA: Operating Margin (OM) before depreciations ROCE: 12months on end-of-period capital employed restated for antitrust provisions. Yearly depreciation amounting to approximately 140M€ in 2018 and 150M€ beyond, Operating Margin can be computed accordingly.
2019 Annual Shareholders’ Meeting12 I
Our Transformation roadmap
2019 Annual Shareholders’ Meeting13 I
Simplify operations and be
more selective
FOCUS
Simplify the organization and increase efficiency
SIMPLIFY
Optimize businesses and adapt the structure
ADAPT
CONNECT
Work with partners to develop a new offering for customers
Take advantage of the digital transformation
DIGITALIZE
DISRUPTPenetrate “free spaces” with
reduced capital intensity
A new Executive team to lead the New Nexans
Five business leaders: • Benjamin Fitoussi, Chief Operations Officer, is in charge of the Europe
region, Power Accessories Business Group, Harnesses business for theAutomotive segment, and the Industrial Operations and Purchasingdepartments.
• Vincent Dessale, heads the Subsea & Land Systems Business Group.
• Julien Hueber, is in charge of the Industry and Solutions BusinessGroup and the Asia-Pacific region.
• Vijay Mahadevan, heads the Middle East, Russia, Africa and SouthAmerica regions.
• Steven Vermeulen, is in charge of Telecom & Data Business Groupand the North America region.
Five functional division leaders: • Jean-Christophe Juillard, Chief Financial Officer and Information
Systems.
• Nino Cusimano, General Counsel and Secretary General .
• Juan Ignacio Eyzaguirre, Strategy and Mergers & Acquisitions.
• Jérôme Fournier, Innovation, Services & Growth.
• David Dragone, Chief Human Resources Officer.
WhY the change?
1. Reinforce proximity to Business Units while ensuring faster decision making
2. Develop new offers in the solution space
3. Strengthen the emphasis on execution - cost control, client centricity, business development and reinforce Innovation & Services
4. Internationalize Nexans’ management to impulse transversal best practices, and innovative models
2019 Annual Shareholders’ Meeting14 I
B. Fitoussi
V. Dessale J. Hueber V. Mahadevan
S. Vermeulen J-C. Juillard N. Cusimano
P. Portevin
Christopher Guérin, Chief Executive Officer
Pascal Portevin, Deputy CEO, acting as Special Advisor
C. Guérin
J-I. Eyzaguirre J. Fournier D. Dragone
3
2018 HIGHLIGTHS
EXECUTIVE SUMMARY
Performance in line with November communication • Sales at constant metal stable versus 2017 (Organic Growth at -0.8%), of which +4.2%
for cables and wires(*)
• EBITDA(**) at 325 M€, improved in H2’18 and corresponding to 188 M€ Operating Margin
• Strong backlog in High Voltage & Projects exceeding 1,250 M€
Financials 2018• Improved OWC at 10.7% of sales at current metal price at year-end versus 12.8% in 2017
• Net income at +14 M€ after restructuring (-53 M€), capital gain (+44 M€) and impairments (-44 M€)
• Net Debt at 330 M€ (equal to end 2017) after 61 M€ restructuring cash out, 50 M€ equity operations (dividends payments and share buy back) and 51 M€ proceeds on disposals
• Group financing secured through 325 M€ bond issued in August and 600 M€ RCF renewed in December and extended to 2023
• Proposed dividend of 0.3 € per share(*) Include all businesses except High voltage & Projects
(**) Operating margin before depreciation and amortization
2019 Annual Shareholders’ Meeting16 I
Transformation • “New Nexans” strategic plan launched in November 2018
• New Executive Committee in place in November 2018
• Restructuring project (Europe) announced on January 24, 2019
4
2019 OBJECTIVES
2019 objectivesBased on the current market conditions
2019 Annual Shareholders’ Meeting18 I
2018 2019E
9.0-11.0%
9.0%
ROCE before taxes
In M€
350-390 M€ (*) 325 M€
2018 2019E
EBITDA
o Transform underperforming units towards greater profitability
o Focus profitable units on growth for value via differentiation and innovation
o Restore competitiveness through ambitious cost reduction plan
o Enforce more discipline in CAPEX management and ROI monitoring
In % at constant perimeter
(*) Operating Margin before depreciation and amortization. Yearly depreciation and amortization amounting to approximately 150 M€, Operating Margin can be computed accordingly.
o OWC
• Further improvement for Cables
o FY’19 FCF expected negative due to
specific Restructuring and Capex
• End of the year leverage < 1.5x
o FY’19 Net income expected negative
due to specific Restructuring
Nov 2018 Lavrion-Syros interconnection in Greece
Nov 2018 Hornsea 2 offshore wind farm in the UK
Dec 2018 Mindanao-Visayas Interconnection in the Philippines
Dec 2018 10-year frame agreement with Trafikverket in Sweden
Dec 2018 Stockyard Hill Wind Farm in Australia
Nov 2018 Majorca-Menorca interconnection in Spain
Nov 2018 Jayabaya data highway in Indonesia
Oct 2018 Triton Knoll Offshore wind farm in the UK
Multimillion-euro frame contract with one of the
Internet and public cloud service giants in ChinaJan 2019
Hig
h V
olt
ag
e p
roje
cts
Liwa Plastics Industries Complex in OmanJul 2018
Oth
er
Bu
sin
es
se
s
2019 Annual Shareholders’ Meeting19 I
HV & Projects order backlog(*)
(*) Sales at constant metal prices
> 1,250 M€
HY1’17 HY2’17 HY1’18 HY2’18
Some successes for « Profit Drivers » activities
+23%
OVER THE NEXT TWO YEARS, Nexans will supply medium and low voltage cables to one of the world’s major Utilities for the
development of electricity networks in Europe and Latin America.
Nexans brings Energy to LifeBuilding & Territories
The customer will benefit from a single point of reference and
the convenience of having Nexans as a global supplier.
This project involves many Nexans units and will cover
Argentina, Brazil, Chile, Colombia, Peru, Italy and Romania.
>190 M€
Nexans has been awarded a
CONTRACT
by one of the World leaders
in UtilitiesNexans’ innovative POWERBOOST™ MV cable technology will
make its debut in projects for Italy.
20 I 2019 Annual Shareholders’ Meeting
5
KEY FINANCIALS
Jean-Christophe Juillard
CFO
(38)
2017
(12)
15
(45) (8)
7
(5)
2018
411325
(39)
2017
(15)
12
(54)
2
(14)
13
2018
Income Statement (1/2) : 2018 a transition year
22 I 2019 Annual Shareholders’ Meeting
Key figures
Gross Margin evolutionIn M€ 2017 2018
Sales at current metal prices 6,370 6,490
Sales at constant metal prices 4,571 4,409
Margin on variable costs 1,458 1,363
margin rate (*) 31.9% 30.9%
Indirect costs (1,047) (1,038)
EBITDA 411 325
EBITDA rate (*) 9.0% 7.4%
Depreciation and amortization (139) (137)
Operating margin 272 188
Operating Margin rate (*) 6.0% 4.3%
EBITDA evolution
FX
Labor
Inflation B&T HV T&D I&S Other
31.9%
30.9%
FX
Labor
Inflation B&T HV T&D I&S Other
(*) Margin on Sales at constant metal price
Key figures
Income Statement (2/2) : 2018 a transition year
23 I 2019 Annual Shareholders’ Meeting
In M€ 2017 2018
Operating margin 272 188
Restructuring (37) (53)
Others 46 (23)
Operating income 281 112
Financial charge (62) (56)
Income before tax 219 56
Income tax (91) (44)
Net income from operations 127 13
Net income Group share 125 14
Financial charge evolution
USA
6256
(1)
Cost of debt
(3)
Financial
charge
2017
(9)
FX result
7
Pensions Other Financial
charge
2018
14%
24%
2015
17%
201820172016
14%
24%
2018
16%
2015
14%
2016 2017
23%
2015 20172016 2018
Balance Sheet : A solid financial situation
24 I 2019 Annual Shareholders’ Meeting
Balance Sheet Interest Charge over EBITDA
Net Debt and Gearing ratios
Leverage ratios
Covenant at 110%
Covenant at 3 x EBITDA
Interest/
EBITDA
Interest
charge
Net Debt
Gearing
Net Debt
Leverage(*)
In M€ 2017 2018
Fixed assets and other non-current assets
Of which goodwill
1,633
236
1,608
243
Deferred tax assets 135 162
Non-current assets 1,767 1,770
Working Capital 698 556
Total to finance 2,465 2,327
Net financial debt 332 330
Reserves
Of which: - restructuring
- pension & jubilee
560
48
387
510
34
363
Deferred tax liabilities 102 109
Derivative liability non current 3 11
Shareholders’ equity and minority interests 1,468 1,367
Total financing 2,465 2,327
1.1x0.8x 0.9x
1.3x
(*) Average net debt of June and December 2018/EBITDA
Nexans SA Financial Statements – Key Figures
25 I 2019 Annual Shareholders’ Meeting
In M€ 2017 2018
Operating Income / (loss) (18) (18)
Non operating 43 24
o/w Financial income / (loss) 49 27
o/w Non-recurring / (loss) (6) (4)
Net income 25 6
Share social 43 43
Total Equity 1,853 1,831
Financial Debt 999 1,065
Total consolidated assets 2,990 3,032
6
2019 FIRST
QUARTER SALES
aa
27 I
Sales: 1,110 million euros (at constant metal prices)
+7.7% Organic Growth o/w +10.1% in « cables »On-schedule progress for the « New Nexans » plan
• Building and Territories: 455 M€
• LV Cables for Building growing double digit in all geographic areas
• MLV cables for Distribution = +11.8% with particular good orientation in South America
• Industry and Solutions: 296 M€
• Sustained organic growth in Auto harnesses
• Telecom and Data: 132 M€
• Operators: +16.1% driven by strong demand for Optical Fiber cables
• LAN cables and systems : : -0.6% awaiting for the effect of the plan launched in NAM in order to
refocus on core competencies
• High Voltage and Projects : 126 M€
• -2.4% in Submarine HV sous marine under adverse impact, as expected, of project scheduling
• -21.1% in Terrestrial HV due to weak industrial workloads
+14.5%
+1.9%
+7.2%
-8.0%
+10.1%
2019 First Quarter sales : A dynamic start of the year
2019 Annual Shareholders’ Meeting
7
Building &
Territories
Benjamin Fitoussi
Chief Operating Officer,
Sr Executive Vice President
Europe & Automotive Harnesses
Building & TerritoriesPositioning the Group as a leader through strong local presence
29 I
• Local markets: electrical equipment distributors, installers and distribution network operators
• Local norms and standards
• 2018 sales at constant metal prices:1.742 million euros
• 31 plants on 5 continents
Building & Territories ✓Building high voltage
✓Network low voltage
✓Network medium
voltage
✓Connector accessories
• Strong positioning in the main markets
* Main industrial sites and logistic centers - In red, in the top 3
✓Canada
✓US
✓Brazil
✓Chile
✓Colombia
✓Peru
✓Benelux
✓Spain
✓France
✓Greece
✓Italy
✓Norway
✓Switzerland
✓Sweden
✓UK
✓Côte d’Ivoire
✓Ghana
✓Lebanon
✓Morocco
✓Qatar
✓Turkey
✓Australia
✓China
✓Korea
✓New
Zealand
2019 Annual Shareholders’ Meeting
Sources: 1. World Urbanization Prospects, UN, 2014; 2 and 6.World Energy Investment Outlook, IEA, 2016; 3. The World’s Cities in
2016, UN, 2016; 4. TechNavio Analysis; 5. Smart Cities to Rise Fourfold in Number from 2013 to 2025, IHS Markit, 2014
Building & TerritoriesGrowth driven by a changing world
Growth drivers in Building & Territories
New power lines
Grid replacement
1
2
> Pressure on DSO investment power
> Aging grid
Construction market
Renewable energies
> Wind power
> Solar power
> Residential and
non residential
construction
market
Cabling for Buildings
3
Smart grids
E-mobility
2019 Annual Shareholders’ Meeting30 I
2019 Annual Shareholders’ Meeting31 I
Building and TerritoriesAdapting strategies to the financial situation of each sector
2021P
2018
Building &
TerritoriesLoss making
High profitabilityLow Profitability
1
2
3
RESTRUCTU
RING
TRANSFORMATION
GROWTH
✓ Reducing industrial capacity
✓ Reducing fixed costs
✓ Simplifying Customer/Product complexity
✓ Pricing
✓ Industrial performance
✓ Reducing indirect costs
✓ Technological innovation
✓ New markets
✓ Providing services
✓ Problem-solving
Developed countries“Go Premium” strategy – a differentiated offering
MOBIWAY™
• France launch Q4 2018
• Next launches:✓ Belgium✓ Spain ✓ Netherlands
REMOVABLE CONNECTORSEasy to install Compact packaging Eco Design
CONNECTED DRUMS
IoT (Internet of Things) Drum tracking and Geolocalisation project
• Tracking device
• Connectivity
• Multi sensor (temperature, movement)
• 6-year battery
• GPS
• Web platform
• iOS and
Android Mobile
app
• ERP interfaces
Hardware Software Services
• Installation
• Maintenance
and repair
• Software
upgrades
SUPPLY CHAIN
and
OPERATIONS
BUSINESSENGINEERING
✓ New distribution channels
✓ E-commerce
✓ Connected objects
✓ Smart inventory management
✓ "PlugandPlay" solutions
✓ Asset management✓ Mobile applications
✓ Recycling
2019 Annual Shareholders’ Meeting32 I
Emerging countriesRural electrification solutions, micro-grid and off-grid services for communities
17%
21%
7%
12%
19%
16%
12%
13%Cables
Transformers
Poles
Accessories
Installation
Transport
Public lighting
Breakdown of an electrification projectFrom supplying components to the System offering
N EOG R I D
2019 Annual Shareholders’ Meeting33 I
8
Nexans in Asia-
Pacific (APAC)
Julien Hueber
Executive Vice President
Industry Solutions & Projects
Business Group and Asia-Pacific
2019 Annual Shareholders’ Meeting35 I
Nexans in APACA strong and growing presence serving strategic markets
900 M€ sales in 2018 (at current metal prices)
Headquarter in Shanghai
9 plants
China, South Korea, Australia and New-Zealand
2,300 employees
Serving the following key markets:
Infrastructure Industry Building Telecom & Data
AUSTRALIA
CHINA
NEW-ZEALAND
South
Korea
2019 Annual Shareholders’ Meeting36 I
Nexans in APACA strategic footprint closer to our customers
CHINA
4 plantsSuzhou, Shandong
1,680 Employees
High speed train
Shipbuilding
Accessories
Automation
SOUTH KOREA
3 plantsJincheon, Cheongwon, Eumseong
365 Employees
Shipbuilding
Automotive
Oil & Gas
AUSTRALIA & NEW-ZEALAND
2 plantsLylidale-Victoria, New Plymouth
310 Employees
Renewables
Building
Infrastructure
Supporting Tomorrow's LeadersAutomation and wind examples in China
SUPPORT THE GROWTH OF WIND ENERGY IN CHINA
• Air pollution accelerates the development of wind power in China
• Of the 51 GW of capacity installed worldwide, 23 GW have been installed in China
• Nexans in China supports our European customers with a proposal for just-in-time cable + kitting delivery.
2019 Annual Shareholders’ Meeting37 I
DEVELOP CABLES FOR AUTOMATION IN CHINA
• Strong growth market (14.5% / year) to support the Chinese Industry 4.0
• « Made in China 2025 » production of 260 000 robots / year in 2025
(141 000 robots in 2018)
• Support our German customers in China and start relationships with Chinese customers, future leaders in automation
• Des délais de livraison plus courts et un service amélioré grâce à une équipe technique locale qui s'adapte au mieux aux besoins des clients de la région
38 I
Our recent successes in China with leading customersSuzhou beyond cables
PROVIDING CABLE LOOPS FOR HIGH
SPEED TRAINS MANUFACTURED
TO STRENGTHEN NEXANS’ BRAND IN
CHINA ROLLING STOCK ACCESSORIES
MARKET
SUPPORTING THE DEVELOPMENT OF
HYPERSCALE DATACENTERS
EFFECTIVELY ADDRESS THE EXPONENTIAL
GROWTH IN DATA TRANSMISSION TROUGH
PRE-CONNECTED OPTICAL CABLES
1st Chinese railway operator
Top 3 Internet Giant in China
2019 Annual Shareholders’ Meeting
8
R&D, Innovation
and Services
Jerome FOURNIERCorporate VP, Innovation,
Services & Growth
Nexans R&D
• 900 R&D employees
• A portfolio of 620 trademarks
• Annual R&D spending of 100 M€
• Ranked 267th on the TOP 1000 EU
Innovation scoreboard
Smart manufacturingSmart grids Smart cities/homes
Cyber systemsSupra-conductivity Artificial intelligenceAugmented reality
Autonomous vehicles
Disruptive technologies will affect the markets… SpeedBuilding a data center in
65 days
PerformanceSubmarine cables laid
deeper every year
ReliabilityZero defects, zero
emissions, zero risks…
Innovation
Connection50 billion connected
objects
40 I 2019 Annual Shareholders’ Meeting
Technological innovation
2019 Annual Shareholders’ Meeting
ACHIEVEMENTS
• Polymers, elastomers
• High-performance compounds
• Metallurgy
The new patented POWERBOOST™ MV cable technology
meets the evolving needs of power grids. In addition to
benefitting from reduced production times,
POWERBOOST™ cables also require less energy to be
produced and can be easily recycled thanks to a patented
thermoplastic insulation formulation.
ODIN, Nexans holds the world record for the
submarine cable with the greatest number of
fibers, with 2,016 – it only takes two fibers to
support simultaneous phone calls between
300 million people.
• Power cable connectors, joints
and plugs
• Telecom and data accessories
MATERIALS
CABLES
ACCESSORIES
• High-voltage cables
• LV and MV power cables
• Telecom and data cables
XPLORER™ A new range of modules for Optical
Distribution Frames, combining:
• Lightness: up to 50% weight reduction
• Simplicity: intuitive, easy to use fiber routing
• Modularity: interchangeable panels
41 I
Nexans Services & Solutions
42 I 2019 Annual Shareholders’ Meeting
ACHIEVEMENTS
LOGISTICS
& OPERATIONS
BUSINESS
ENGINEERING
• Smart inventory management
• Advanced logistics
• Connected Drum management
Building on decades of successful
collaboration, Nexans helped Chantiers de
l’Atlantique accelerate production speeds from
1 to 2 ships per year between 2016-18 thanks
to the advanced logistics services offered by
Nexans Logistics and Solutions Centre.
• Cable systems
• Electrical architecture
• Strategic asset management
Nexans wins the contract for Australia’s
largest onshore wind farm to work on
optimizing the cable architecture.
149 turbines, 536 MW of installed
capacity.
• Eco-design, Recycling
• Metal risk management
• Global electrification projects
Total cable
CAPEX
+ installation
-9% -17%
Reduction of online losses
Network managers choose Nexans and its asset
management software to optimize the operation of
their 10,000-kilometer, low-, medium- and
high-voltage cable network.
2019 Annual Shareholders’ Meeting
❖
Innovating beyond cables
Change models
Ref: The innovation spiral, nesta, ISBN 978-1-913095-00-0
Understand the
customer’s
ecosystem and
usage
Generate ideas
Identify a solution
Deliver, Implement
Prove design and value Implement and grow
BE CableCon acquisition
(2018)
BE CableCon is an expert
supplier of cable kits to
Europe’s main wind turbine
companies.
Building a
comprehensive offering
of e-mobility products
and services.
AGICITY®
Nexans connects
its customers to
their cable drums
via the Internet of
Things (IoT)
Electrification project in Morocco with Neogrid, a
full solution for installing power lines including
products (cables, transformers, junction boxes,
circuit-breakers, etc.) as well as engineering and
training support to customers.
Pre-connected
optical cables
for data center
applications
43 I
Appointments, Compensation and CorporateGovernance Committee
2019 General Shareholders’ Meeting44 I
Anne Lebel, Lead Independent DirectorChairwoman of the Appointments, Compensation and Corporate Governance Committee
Composition of the Appointments, Compensation and CorporateGovernance Committee until May 14th, 2019
2019 General Shareholders’ Meeting45 I
Photo
Cyrille Duval* Francisco Pérez
MackennaFanny Letier**
80%
independent
directorsmeetings in 2018
of attendance
9 91%
*independent
** independent as from October 1st, 2018
Véronique
Guillot-Pelpel*Anne Lebel*
Chairwoman
Photo
Missions and tasks of the Committee in 2018
2019 General Shareholders’ Meeting46 I
▪ Preparation of the evolution of the leadership bodies and the Board of
Directors
▪ Examination of compensation for corporate officers and directors
▪ Follow-up of all corporate governance issues at Board of Directors’ level
Main
missions
▪ Selection and proposals for appointment, including the Chief Executive Officer
and the Chairman; election/ renewal of directors and succession plans
▪ Proposals for determining compensation for the Chairman of the Board and the
Chief Executive Officer
▪ Proposed long-term incentive plans
▪ Work on the evolution of the supplementary pension scheme for certain
members of the former Management Board, including the Chief Executive
Officer
▪ Qualification of independence of the Board of Directors’ members
▪ Assessment of the Board and its Committees
Tasks in
2018
Directors’ independence
2019 General Shareholders’ Meeting47 I
▪ Compliance with the Afep-Medef Code: 63.3% of independent directors
▪ Complete transparency on independence criteria
▪ Future independent Chairman
▪ New Lead Independent Director
▪ Well balanced powers within the Board:
✓Separation of duties of Chairman and Chief Executive Officer
✓Strategic decisions (projects > 50 M€) submitted to the Board's
approval
✓Representation of stakeholders: employees, employee shareholders
and two shareholders
Chairman
Lead Independent
Director
Chief Executive
Officer
Presentation of the resolutions examined by the Committee
2019 General Shareholders’ Meeting48 I
1. Directors’ mandates
2. 2018 compensation for corporate officers
3. 2019 compensation policy for corporate officers
4. Employee shareholding plan Act 2020
5. 2020 long-term incentive plan
1. Presentation of candidates at the Board of Directors
2019 General Shareholders’ Meeting49 I
Photo
Hubert Porte
Renewal• First appointment as director on November 10th, 2011• Expertise/Experience :
o Founding Partner and CEO of the private equity firm Ecus Administradora General de Fondos
S.A., which was founded in 2004 and invests in Chile through private equity funds Ecus Private
Equity I and Ecus Agri-Food. Hubert Porte is a director of the Chilean companies AMA Time and
Loginsa S.A.. He is also managing partner of Latin American Asset Management Advisors Ltda
(LAAMA), which he founded in 2004, and which is the exclusive distributor for the Chilean and
Peruvian pension funds of AXA Investment Managers’ mutual funds. LAAMA currently manages
USD 1.2 billion worth of investments for these funds.
• Mandates :In Chilean companies whose financial investments are managed by Ecus Administradora General
de Fondos S.A.:
Director of AMA Time (agri-food company) and Loginsa (logistics company)
Managing partner of Latin America Asset Management Advisors (asset management firm)
• Independence o Independent director since January 29th, 2019
• Committee Involvmento Member of the Accounts, Audit Committee and Risk since March 31st, 2016
4th Resolution
1. Presentation of candidates at the Board of Directors
2019 General Shareholders’ Meeting50 I
• Censor since May 17th, 2018• Expertise/Experience :
o Chief Executive Officer of CSAV (Compaňia Sud Americana de Vapores S.A.), Deputy Vice-Chairman of the
supervisory board of Hapag-Lloyd AG and member of its audit committee. From 1998 to 2002, Oscar Hasbún
Martínez was Managing Director and Member of the Executive Board of the Chilean subsidiary of Michelin. In
2002 he joined the Quiňenco Group, where he was in charge of its investments in Croatia. In 2011, he was
appointed CEO of CSAV, where he led the shipping company's transformation, restructuring and subsequent
merger with Hapag-Lloyd. Oscar Hasbún Martínez has a degree in business administration from Universidad
Católica de Chile.
• Mandates :o Chief Executive Officer of CSAV (Compaňia Sud Americana de Vapores S.A.),
o Member of the supervisory board and Chairman of the audit and finance committee of Hapag-Lloyd AG
o Chairman of the Board of Directors of SM SAAM (Sociedad Matriz SAAM S.A.), Director of SAAM S.A., SAAM
Logistics S.A., SAAM SMIT Towage Mexico S.A. of C.V., Florida International Terminal LLC, Sociedad
Portuaria de Caldera (SPC) S.A., Sociedad Portuaria Granelera de Caldera (SPGC) S.A., Iquique Terminal
Internacional S.A., San Antonio Terminal Internacional S.A., San Vicente Terminal Internacional S.A, Chairman
of SAMM Ports S.A. and SAAM Puertos S.A
o Advisor of SOFOFA* (professional non-profit federation of Chilean industry and trade unions)
• Independence o Director proposed by main shareholder Invexans Limited (UK)
• Committee involvmento Member of the Transformation Committee since January 1st, 2019
5th Resolution
Photo
Oscar Hasbún
Martinez
Appointment
1. Presentation of candidates at the Board of Directors
2019 General Shareholders’ Meeting51 I
• Censor since February 14th, 2019• Expertise/Exerience :
o Senior Advisor at the Boston Consulting Group (BCG) and President of Stelmax.
o Jean was Senior Partner and Managing Director at BCG as of April 30th, 2019, Since joining the BCG
in 1982, Jean has worked extensively, mostly in France and in Italy, in a wide range of industry
sectors, including energy, industrial goods and infrastructure. He has partnered with global
companies to redefine their strategies and organization and has supported numerous clients through
mergers and acquisitions. Prior to joining BCG, Jean worked for Vinci in the Middle East. He is a
member of the Audit Committee of the ARC Foundation (NGO cancer research).
• Mandates :o President of Stelmax
o Member of the Audit Committee of the ARC Foundation
o Member of the supervisory board of the Hermione Academy Foundation
• Independenceo Independent director
• Committee involvemento Attend committees meetings since his appointment on February 14th, 2019
6th Resolution
Photo
Jean Mouton
Appointment
1. Presentation of candidates at the Board of Directors
2019 General Shareholders’ Meeting52 I
• Expertise/Experience : Managing Director - Mid & Large Cap at Bpifranceo A graduate of HEC, Anne-Sophie Hérelle has more than 15 years of experience in investment. After
advising investment funds and companies on mergers and acquisitions for six years at JPMorgan
Bank in London and Paris, she joined the Fonds Stratégique d’Investissement (FSI), now Bpifrance,
as an investment manager when it was created in 2009. Since 2017, she has been a member of the
Executive Committee of Bpifrance Capital Development.
• Mandates :o Permanent representative of Bpifrance on the Strategic Board of NGE SAS and Member of its Audit
Committee
o Permanent representative of Bpifrance on the Board of Directors of TOTAL EREN SA
• Independence o Non-independent director - shareholder holding 7.71% of Nexans share capital
7th Resolution
Photo
Bpifrance Participations
represented by
Anne-Sophie Hérelle
Appointment
2. 2018 compensation for Georges Chodron de Courcel, Chairman of the Board of Directors
2019 General Shareholders’ Meeting53 I
8th Resolution
Items paid to Georges Chodron de Courcel, Chairman of the Board of Directors for the fiscal year 2018,
unchanged since 2016 :
Fixed compensation €250,000
Directors’ fees € 0
Benefits in kind € 0
As a reminder, the Chairman of the Board of Directors is not eligible to any variable compensation (short
term or long term) or any other benefit.
2. 2018 compensation for Arnaud Poupart-Lafarge (until July 3rd)
2019 General Shareholders’ Meeting54 I
9th Resolution
Other compensation items:
• Supplementary pension plan: grant of 16,800 shares valued for an amount of € 475,020 and payment of € 620,430 in
cash as compensation for the rights accumulated under the previous defined benefit pension plan
• Non-compete indemnity as of October 1st, 2018: € 175,200
• Occupational insurance schemes and healthcare
• Unemployment insurance plan
Fixed Compensation € 525,000
Annual variable compensation(60% collective objectives and 40% individual objectives)
€ 52,500
Performance shares (number and accounting valuation in 2018) € 0
Transition bonus € 0
Benefits in kind € 3,114
2. 2018 compensation for Christopher Guérin (as from July 4th)
2019 General Shareholders’ Meeting55 I
10th
Resolution
Other compensation items:
• Supplementary pension plan as from Septembre 1st, 2018. Grant of 7,461 shares valued at € 210,978 and payment of
€ 272,492 in cash as compensation for the rights accumulated under the defined benefit pension plan
• Termination and non-compete indemnity (maximum of 2 years' total compensation fixed and variable)
• Occupational insurance schemes and healthcare
• Unemployment insurance plan
Fixed compensation € 295,358
Annual variable compensation(60% collective objectives and 40% individual objectives)
€ 162,462
Performance shares (number and accounting valuation in 2018)14,500 shares
valued at € 264,552
2016 strategic cash bonus granted as an employee € 0
Benefits in kind € 1,360
3. 2019 compensation policy for executive directors
2019 General Shareholders’ Meeting56 I
11th
Resolution
Principles Chairman of the Board of Directors Chief Executive Officer
Conformity Fixed compensation ✓ Fixed compensation
✓ Variable short term compensation
✓ Long term compensation (performance
shares)
✓ Commitments
Comparability With a sample of comparable SBF 120 companies
Performance Not applicable ✓ Link between compensation and
performance
✓ Financial and non-financial criteria
✓ Collective and individual objectives
12th
Resolution
Exhaustive presentation of compensation elements in the 2018 Registration Document (pages 67 to 81)
2019 General Shareholders’ Meeting57 I
4. Employee shareholding policySubmitted to vote
2020
25th
Resolution
26th
Resolution
400,000 shares reserved for employees members of a Group company saving
plan
100,000 shares reserved for a financial institution to set up an alternative offer
for the benefit of certain foreign employees
Planned completion date: July 2020
Since 2002, implementation of an international employee shareholding plan every two years.
The last one was carried out on July 18, 2018.
2019 General Shareholders’ Meeting58 I
5. Long-term compensation policySubmitted to vote
2020
27th
Resolution
28th
Resolution
• 300,000 performance shares for the Group's senior executives, including the
Chief Executive Officer
• 4-year vesting period
• Performance conditions to be set by the Board of Directors
• 50,000 free shares for high potential manager or having made an
exceptional contribution
• 4-year vesting period
Planned grant date: March 2020
2019 Annual Shareholders’ Meeting
(*) Sales at constant metal prices
Reports of Statutory Auditors
Isabelle Sapet, MazarsXavier Belet, PricewaterhouseCoopers Audit
Reports of Statutory Auditors
▪ 3 reports for the Ordinary Shareholders’ Meeting:
• Reports on the consolidated financial statements (pages 243 to 247 of the
registration document) and on the corporate financial statements (pages 269
to 272 of the registration document)
• Reports on related-party agreements and commitments (pages 302 to 307 of
the registration document)
▪ 6 reports for the Extraordinary Shareholders’ Meeting
60 I 2019 Annual Shareholders’ Meeting
Reports of Statutory Auditors
▪ On the 2018 consolidated financial statements
• We certified that the consolidated financial statements are fair and straightforward and give a true and fair view
of the results, financial position and assets of the entity constituted by the entities included in the consolidation.
• We have identified the following key audit matters :• Accounting of contracts for goods and services
• Antitrust investigations and disputes
• Measurement of goodwill, property, plant, equipment and intangible assets
• Measurement of deferred tax assets
• An observation on the note to the financial statements "Changes in accounting policies" relating to the impact of
the first-time adoption of IFRS 9 "Financial Instruments" and IFRS 15 "Revenue from Customer Contracts".
• We have no matters to report on the information given in the Group's management report.
• We certify the presence of the non-financial performance statement.
61 I 2019 Annual Shareholders’ Meeting
Reports of Statutory Auditors
▪ On the 2018 corporate financial statements:
• We certify that the annual financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at the end of the year and of the results of its operations for the year ended in accordance with French accounting principles.
• The key audit matters we have identified are:
• Valuation of shares in subsidiaries and affiliates
• Antitrust investigations and disputes
• We have no comments to make on the management report, on the information on payment terms and on the corporate governance report.
• We certify the accuracy and fairness of the information provided in accordance with the provisions of the French Commercial Code on the compensation and benefits paid to corporate officers and on the commitments made in their favour.
62 I 2019 Annual Shareholders’ Meeting
Reports of Statutory Auditors
▪ On related-party agreements and commitments (resolutions 13 to 16)
• Agreements submitted for ratification at the Shareholders’ Meeting :
• Agreements and commitments authorized and executed during the year:
• Commitments made to the Chief Executive Officer in respect of termination indemnity, non-compete indemnity and supplementary pension plan
• Fixed-term employment contract with Arnaud Poupart-Lafarge
• Amendment to the revolving credit facility with banks including Natixis
• Placement agent agreement for a negotiable commercial paper financing program with Natixis
63 I 2019 Annual Shareholders’ Meeting
Reports of Statutory Auditors
▪ On related-party agreements and commitments
• Agreements and commitments approved during the past and previous financial years:
• With Arnaud Poupart-Lafarge until July 3, 2018
• Non-compete indemnity
• Group pension plan
• Supplementary pension plan
• Lifting of the continued presence condition under the 2016 and 2017 long term incentive
plans
• Other agreements were not executed during the year
• Implementation of the Invexans long-term commitment• Agreement entered into with HSBC France• Agreement entered into with BPI France Investissements / Le Hub
64 I 2019 Annual Shareholders’ Meeting
Reports of Statutory Auditors
▪ On the capital reduction (resolution 18)
▪ On authorizations to increase the share capital (resolutions 19 and 21 to 24)
▪ On authorizations for the international employee shareholding plan and the grant of performance shares and free shares (resolutions 25 to 28)
▪ We have no comments to make on the terms and conditions of the proposed transactions.
▪ We will issue additional reports in case of using these delegations.
65 I 2019 Annual Shareholders’ Meeting
QUESTIONS AND ANSWERS
2019 Annual Shareholders’ Meeting66 I
2019 General Shareholders’ Meeting
(*) Sales at constant metal prices
Vote on resolutions
Nino Cusimano, Senior Corporate Vice President, General Counsel & Secretary General
First resolution
▪ Approval of Nexans 2018 financial statements and report of the Board of Directors
Net profit of € 6,216,552
2019 General Shareholders’ Meeting68 I
Second resolution
▪ Approval of the consolidated financial statements and report of the Board of Directors
Net profit Group share of € 14.086 million
2019 General Shareholders’ Meeting69 I
Third resolution
▪ Allocation of the Company Nexans income for 2018
Dividend of € 0.30 per share
Payment date on May 21st, 2019
2019 General Shareholders’ Meeting70 I
Fourth resolution
▪ Renewal of Hubert Porte as Director
2019 General Shareholders’ Meeting71 I
Fifth resolution
▪ Appointment of Oscar Hasbún Martinez as Director
2019 General Shareholders’ Meeting72 I
Sixth resolution
▪ Appointment of Jean Mouton as Director
2019 General Shareholders’ Meeting73 I
Seventh resolution
▪ Appointment of Bpifrance Participations as Director
2019 General Shareholders’ Meeting74 I
Eighth resolution
▪ Vote on the items of compensation and benefit of any kind paid or granted to Georges Chodron de Courcel, Chairman of the Board of Directors, for the fiscal year 2018
75 I 2019 General Shareholders’ Meeting
Ninth resolution
▪ Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year ended 2018, to Arnaud Poupart-Lafarge, Chief Executive Officer, until July 3rd, 2018
2019 General Shareholders’ Meeting76 I
Tenth resolution
▪ Vote on the items of compensation and benefit of any kind paid or granted for the fiscal year 2018, to Christopher Guérin, Chief Executive Officer, from July 4th, 2018
2019 General Shareholders’ Meeting77 I
Eleventh resolution
▪ Approval of the compensation policy for the Chairman of the Board of Directors for 2019
2019 General Shareholders’ Meeting78 I
Twelfth resolution
▪ Approval of the compensation policy for the Chief Executive Officer for 2019
2019 General Shareholders’ Meeting79 I
Thirteenth resolution
▪ Approval of the related-party commitments in relation to the payment of termination and non-compete indemnities to Christopher Guérin, as Chief Executive Officer
2019 General Shareholder Meeting80 I
Fourteenth resolution
▪ Approval of a related-party commitments in relation to the pension and health andunemployment insurance plan for the benefit of Christopher Guérin, as Chief ExecutiveOfficer
2019 General Shareholders’ Meeting81 I
Fifteenth resolution
▪ Approval of Arnaud Poupart-Lafarge’s fixed term employment contract for the transition period to his sucessor, from July 4th to Septembre 30th, 2018
2019 General Shareholders’ Meeting82 I
Sixteenth resolution
▪ Approval of two related-party agreements entered into between the Company and Natixis
• Extension and amendment to the multi-currency revolving credit facility
• Placement agent agreement for a commercial paper financing program (NEU CP)
2019 General Shareholders’ Meeting83 I
Seventeenth resolution
▪ Authorization of the Board of Directors to purchase shares of the Company
• Minimum purchase price: € 60
• Maximum amount: € 100,000,000
• Legal limit of 10% of the share capital
• Duration : 18 months
2019 General Shareholders’ Meeting84 I
Eighteenth resolution
▪ Authorization to the Board of Directors to reduce the Company’s share capital by cancellation of treasury shares
• Maximum amount: 10% of the share capital by period of 24 months
• Duration : 18 months
2019 General Shareholders’ Meeting85 I
Nineteenth resolution
▪ Delegation to the Board of Directors to decide upon the isssuance of ordinary shares or securities maintaining preferential subscription rights
• Maximum: 14 million shares
• Duration: 26 months
2019 General Shareholders’ Meeting86 I
Twentieth resolution
▪ Delegation to the Board of Directors to decide upon a share capital increase by capitalization of premiums, reserves, profits or other amounts
• Maximum: 14 million shares
• Duration: 26 months
2019 General Shareholders’ Meeting87 I
Twenty-first resolution
▪ Delegation to the Board of Directors to issue without preferential subscription rights, ordinary shares or securities via a public offering
• Maximum: 4,360,000 shares, common upper limit with 22nd, 23rd and 24th resolutions
• Maximum of debt securities : 350,000,000 euros
• Duration: 26 months
2019 General Shareholders’ Meeting88 I
Twenty-second resolution
▪ Delegation to the Board of Directors to issue without preferential subscription rights, ordinary shares or securities via placement
• Maximum: 4,360,000 shares, commun upper limit with 21st, 23rd and 24th resolutions
• Maximum of debt securities : 350,000,000 euros
• Duration: 26 months
2019 General Shareholders’ Meeting89 I
Twenty-third resolution
▪ Delegation to the Board of Directors to increase the number of securities to be issued in the event ot a share capital incrase with or without preferential subscription rights (over-allocation option)
• Maximum: 4,360,000 shares, common upper limit with 21st, 22nd and 24th resolutions
• Duration: 26 months
2019 General Shareholders’ Meeting90 I
Twenty-fourth resolution
▪ Delegation to the Board of Directors to issue shares or securities in consideration of in kind contributions of shares or equity securities
• Maximum: 4,360,000 shares, common upper limit with 21st, 22nd and 23rd resolutions
• Duration: 26 months
2019 General Shareholders’ Meeting91 I
Twenty-fifth resolution
▪ Delegation to the Board of Directors to decide upon the capital increase reserved to members of saving plans without preferential subscription rigths
• Maximum: 400,000 shares
• Maximum statutory discount at the time of the transaction
• Duration: 18 months
2019 General Shareholders’ Meeting92 I
Twenty-sixth resolution
▪ Delegation to the Board of Directors to decide upon a share capital increase reserved fora category of beneficiairies in the frame of an employee shareholding plan withoutpreferential subscription rights
• Maximum: 100,000 shares
• Objective: offer employees of some foreign subsidiaries a comparable transaction to thatprovided for in the 25th resolution
• Duration: 18 months
2019 General Shareholders’ Meeting93 I
Twenty-seventh resolution
▪ Authorization to the Board of Directors to grant performance shares to employees andexecutive directors in 2020
• A maximum number of 300,000 shares and for the executives directors a maximum number of 36,000 shares
• Attendance condition of 4 years : performance conditions to be fixed by the Board of Directors for a 3-year period
• From January 1st to December 31st, 2020
2019 General Shareholders’ Meeting94 I
Twenty-eighth resolution
▪ Authorization to the Board of Directors to grant in 2020 some free shares to highpotentials and exceptional contributors
• Maximum: 50,000 shares
• From January 1st, 2020 to December 31st, 2020
2019 General Shareholders’ Meeting95 I
Twenty-ninth resolution
▪ Power to complete legal formalities
2019 General Shareholders’ Meeting96 I