paris may 15, 2019 - annual shareholders’ meetingb03510fa-1e83-4ef5...• 2019 outlook •...

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


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


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


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


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 ...


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


Overall Trajectory – Waterfall from Baseline to 2021 EBITDA


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.


Our Transformation roadmap


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


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


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


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


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


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


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


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


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


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



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


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


8

Nexans in Asia-

Pacific (APAC)

Julien Hueber

Executive Vice President

Industry Solutions & Projects

Business Group and Asia-Pacific


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


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.


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


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


Technological innovation


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


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.


❖

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


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


▪ 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


▪ 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


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


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 Involvment

o Member of the Accounts, Audit Committee and Risk since March 31st, 2016

4th Resolution



• 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 involvment

o Member of the Transformation Committee since January 1st, 2019

5th Resolution

Photo

Oscar Hasbún

Martinez

Appointment



• 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

• Independence

o Independent director

• Committee involvement

o Attend committees meetings since his appointment on February 14th, 2019

6th Resolution

Photo

Jean Mouton

Appointment



• Expertise/Experience : Managing Director - Mid & Large Cap at Bpifrance

o 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


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)


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)


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


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)


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.


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



Reports of Statutory Auditors

Isabelle Sapet, MazarsXavier Belet, PricewaterhouseCoopers Audit


▪ 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



▪ 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.



▪ 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.



▪ 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



▪ 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



▪ 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.


QUESTIONS AND ANSWERS


2019 General Shareholders’ Meeting


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


Second resolution

▪ Approval of the consolidated financial statements and report of the Board of Directors

Net profit Group share of € 14.086 million


Third resolution

▪ Allocation of the Company Nexans income for 2018

Dividend of € 0.30 per share

Payment date on May 21st, 2019


Fourth resolution

▪ Renewal of Hubert Porte as Director


Fifth resolution

▪ Appointment of Oscar Hasbún Martinez as Director


Sixth resolution

▪ Appointment of Jean Mouton as Director


Seventh resolution

▪ Appointment of Bpifrance Participations as Director


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


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


Eleventh resolution

▪ Approval of the compensation policy for the Chairman of the Board of Directors for 2019


Twelfth resolution

▪ Approval of the compensation policy for the Chief Executive Officer for 2019


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


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


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)


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


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


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


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



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



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



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



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



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



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


• Objective: offer employees of some foreign subsidiaries a comparable transaction to thatprovided for in the 25th resolution



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


Twenty-eighth resolution

▪ Authorization to the Board of Directors to grant in 2020 some free shares to highpotentials and exceptional contributors


• From January 1st, 2020 to December 31st, 2020


Twenty-ninth resolution

▪ Power to complete legal formalities


paris may 15, 2019 - annual shareholders’ meetingb03510fa-1e83-4ef5...• 2019 outlook •...

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