Getlink Se · EURONEXT:GET
Getlink — Groupe Eurotunnel — Shareholder Meeting (April 2018)
88 slides from Getlink's shareholder meeting presentation, Apr 18, 2018
Slide 1: Combined General Meeting
Combined General Meeting GROUPE EUROTUNNEL SE 18 APRIL 2018 1
Slide 2: Translation
TRANSLATION GENERAL MEETING OF GROUPE EUROTUNNEL SE Dear Shareholders, Translation headsets are at your disposal at the entrance to the meeting room so that CHANNEL 1 you may follow all proceedings, either in French or in English. As presentations will be made in French, priority for translation CHA
Slide 3: Combined General Meeting
Combined General Meeting GROUPE EUROTUNNEL SE 18 APRIL 2018 3
Slide 4: Opening of the Combined General Meeting
Groupe Eurotunnel SE - 18 APRIL 2018 OPENING OF THE COMBINED GENERAL MEETING JACQUES GOUNON – Chairman and Chief Executive Officer 4
Slide 5: Order of Proceedings
GROUPE EUROTUNNEL SE ORDER OF PROCEEDINGS 10:00 Introduction 10:10 Presentations 11:15 Reports of the Statutory Auditors 11:20 ElecLink video 11:25 Questions & answers 11:55 Presentation and vote on resolutions 12:15 Close of the Meeting 12:25 Departure of minibuses to the Tram station 5
Slide 6: List of Documents Available to Shareholders at the Meeting
LIST OF DOCUMENTS AVAILABLE TO SHAREHOLDERS AT THE MEETING French Gazette and Journal of Official Legal Announcements (BALO) containing the preliminary notice and notice of meeting Copy of documents sent to the registered shareholders Copy of the notices of meeting sent to the Statutory Auditors Ann
Slide 7: Agenda of the Ordinary General Meeting
AGENDA OF THE ORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE ORDINARY GENERAL MEETING Board of Directors' management report Board of Directors' reports to the Ordinary General Meeting Board of Directors' report on corporate governance, under Article L.225-37 of the French Commercial Code A
Slide 8: Agenda of the Ordinary General Meeting
AGENDA OF THE ORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE ORDINARY GENERAL MEETING Renewal of Bertrand Badré's term as a director Renewal of Corinne Bach's term as a director Renewal of Patricia Hewitt's term as a director Renewal of Philippe Vasseur's term as a director Renewal of Tim
Slide 9: Agenda of the Extraordinary General Meeting
AGENDA OF THE EXTRAORDINARY GENERAL MEETING RESOLUTIONS FOR DECISION BY THE EXTRAORDINARY GENERAL MEETING Board of Directors' report to the extraordinary general meeting Statutory Auditors' reports Delegation given to the Board for 12 months to proceed with the granting of free shares to all the emp
Slide 10: Agenda of the Extraordinary General Meeting
RESOLUTIONS FOR DECISION AGENDA OF THE EXTRAORDINARY BY THE GENERAL EXTRAORDINARY GENERAL MEETING MEETING Delegation given to the Board for 26 months to proceed with increases of capital, with withdrawal of the shareholders' preferential subscription right, by the issue of ordinary shares or transfe
Slide 11: Presentations to the General Meeting
Groupe Eurotunnel SE - 18 APRIL 2018 PRESENTATIONS TO THE GENERAL MEETING 11
Slide 12: Summary of the Presentation
SUMMARY OF THE PRESENTATION GENERAL MEETING OF GROUPE EUROTUNNEL SE 2017 STRATEGY AND FINANCIAL RESULTS OUTLOOK 1 3 2 GOVERNANCE 12
Slide 13: 2017 Financial Results
1 2017 FINANCIAL RESULTS FRANÇOIS GAUTHEY – DEPUTY CHIEF EXECUTIVE OFFICER 13
Slide 14: 2017, a Year of Strong Achievements
2017 KEY FIGURES* 2017, A YEAR OF STRONG ACHIEVEMENTS EBITDA +6% to €526M SUCCESSFUL ABOVE GUIDANCE REFINANCING REVENUES FREE CASH FLOW** DIVIDENDS +4% to €1.033Bn INCREASED BY +15% TO €0.30 €97M TO €236M * At the 2017 exchange rate: £1 = €1.14 14 ** Excluding ElecLink
Slide 15: Eurotunnel: Traffic Robust, Yield Increase, Operational Efficiency
2017 FINANCIAL RESULTS EUROTUNNEL: TRAFFIC ROBUST + YIELD INCREASE + OPERATIONAL EFFICIENCY In €M 2017 Change 2016* Revenue 915 +4% 881 Shuttle Services 604 +3% 585 Railway Network 293 +4% 282 Other 18 +29% 14 Operating costs -394 +2% -386 EBITDA 521 +5% 495 % of revenue 57% +70bps 56.3% 15 * Recalc
Slide 16: Europorte: Profitable Growth
2017 FINANCIAL RESULTS EUROPORTE: PROFITABLE GROWTH Only profitable In €M 2017 Change 2016 rail freight operator Revenue 118 +2% 116 in France Operating costs -112 -3% -116 Fret SNCF to become an independent subsidiary EBITDA 6 +€6M 0 of SNCF (no longer part of the logistics business unit): % of rev
Slide 17: ElecLink: On Time and On Budget
2017 FINANCIAL RESULTS ELECLINK: ON TIME + ON BUDGET CONVERTER STATIONS CAPEX TO 2017 CONSTRUCTION WORKS €247M START OF OPERATIONS STARTED EARLY 2020 CONFIRMED 1,000 MW EQUIVALENT TO THE CONSUMPTION ELECTRICITY CAPACITY OF 1.65M HOUSEHOLDS 17
Slide 18: 2017 Consolidated Income Statement
2017 FINANCIAL RESULTS 2017 CONSOLIDATED INCOME STATEMENT % 2017 In €M 2017 2016* vs 2016 Revenue 1,033 997 +4% Operating costs (507) (503) +1% EBITDA 526 494 +6% % of revenue 50.9% 49.5% +140bp Trading profit 374 344 +9% Net finance costs (270) (254) +6% Net consolidated profit 106 74 +43% excludi
Slide 19: Free Cash Flow Up €97M
2017 FINANCIAL RESULTS FREE CASH FLOW UP €97M In €M 2017 2016 Change Cash flow from operations 532 498 +7% Investments (excl. ElecLink) -79 -97 Debt service -230 -281 Other 13 19 Free cash flow 236 139 +70% 19 * Recalculated at 2017 exchange rate : £1 = €1.14
Slide 20: Net Debt: Lower Cost and High Cash Position
2017 FINANCIAL RESULTS NET DEBT: LOWER COST + HIGH CASH POSITION INTEREST RATE* In €M 2017 Financial liabilities (4,346) FRN held - Cash 613 Net financial debt (3,733) 2016 Net Debt / EBITDA 7.1x 2016 2018e 20 * Cash interest / total debt
Slide 21: Dividend: €1Bn Distributed Since 2008
2017 FINANCIAL RESULTS DIVIDEND: €1Bn* DISTRIBUTED SINCE 2008 A sustainable policy +25% per year on average 2017: €0.30 per share, a 15% increase Total amount for 2017: €165M 2011 2012 2013 2014 2015 2016 2017 Resolution 2 21 * Total amount distributed including share buy backs
Slide 22: A Strong Performance in the 1st Quarter of 2018
GETLINK: OUTLOOK A STRONG PERFORMANCE IN THE 1ST QUARTER OF 2018* €211.7M €241.4M 2.4 million Revenue Revenue 423,851 trucks Eurostar passengers Eurotunnel GETLINK +3% +5% +5% +6% 487,203 cars €29.7M +4% Revenue 576 rail freight trains Europorte +6% +3% 22 * 2017 1st quarter figures recalculat
Slide 23: Governance
2 GOVERNANCE JACQUES GOUNON – CHAIRMAN AND CHIEF EXECUTIVE OFFICER 23
Slide 24: Share Listed on Euronext Paris and London
GROUPE EUROTUNNEL SE SHARE LISTED ON EURONEXT PARIS AND LONDON Work of the Board of Directors in 2017 • 9 meetings of the Board 12/04/2017 12/04/2018 • 96% attendance rate • 31 meetings of the Market capitalisation: €6.4Bn Committees at 12 April 2018 Share performance: +22% in one year 24
Slide 25: A High Quality and Long Term Shareholding
GROUPE EUROTUNNEL SE A HIGH QUALITY AND LONG TERM SHAREHOLDING By location** Purchase of the Aero I Capital breakdown* Global & International fund by Atlantia • 202,000 shareholders Other on 2 March 2018: 16% United • 8% individual shareholders Belgium Kingdom • 15.49% of the Group’s 4% Luxembourg 2
Slide 26: Atlantia Today in Figures
ATLANTIA TODAY IN FIGURES A MAJOR PLAYER IN INFRASTRUCTURE TOLL MOTORWAYS TECHNOLOGY AIRPORTS • Free-flow tolling • 5 including 2 in Rome • 16 Concessions in Italy, motorway systems (Fiumicino, Ciampino) Brazil, Chile, India, • Airport automation and 3 on the Côte Poland solutions d’Azur (Nice, Sain
Slide 27: Representation of Atlantia, Our Largest Shareholder
EVOLUTION OF GOVERNANCE REPRESENTATION OF ATLANTIA, OUR LARGEST SHAREHOLDER Appointment of 2 new non-independent directors • Giovanni Castellucci • Elisabetta De Bernardi di Valserra Resolutions 13 and 14 27
Slide 28: Diversity of Skills in the Board
STRENGTHENED GOVERNANCE PRESERVING ITS BALANCE AND INDEPENDENCE DIVERSITY OF SKILLS IN THE BOARD Ratification of the co-option of Bertrand Badré, Director Renewal of the terms of 6 Directors • Jacques Gounon • Bertrand Badré • Corinne Bach • Patricia Hewitt • Philippe Vasseur Resolutions 6 to 12 •
Slide 29: An International, Diverse and Rejuvenated Board
GOVERNANCE AT THE END OF THE GENERAL MEETING AN INTERNATIONAL, DIVERSE AND REJUVENATED BOARD 77% 46% INDEPENDENCE WOMEN 1 RATE SENIOR DIRECTOR 46% 3 YEAR NON-FRENCH 2 REDUCTION IN RESIDENT EMPLOYEE AVERAGE AGE DIRECTORS REPRESENTATIVES 13 DIRECTORS + 2 EMPLOYEE REPRESENTATIVES 29
Slide 30: Remuneration Policy for the Executive Officers
COMPLIANCE WITH THE PRINCIPLES OF THE AFEP/MEDEF CODE AND THE SAPIN 2 LAW REMUNERATION POLICY FOR THE EXECUTIVE OFFICERS 1/3 fixed salary 1/3 annual variable 1/3 long-term variable 2/3 at risk Chairman & Chief Executive Officer and Deputy Chief Executive Officer EX-ANTE VOTE de Continuité EX-POST VO
Slide 31: Chairman and CEO: Ex-Post Vote on 2017 Remuneration
EX-POST VOTE: COMPONENTS OF THE REMUNERATION OWED OR AWARDED FOR THE 2017 FINANCIAL YEAR CHAIRMAN AND CHIEF EXECUTIVE OFFICER FIXED No multi-annual variable remuneration No deferred variable remuneration €500,000 No exceptional remuneration + Attendance fees: €72,050 No allocation of stock options +
Slide 32: Deputy CEO: Ex-Post Vote on 2017 Remuneration
EX-POST VOTE: COMPONENTS OF THE REMUNERATION OWED OR AWARDED FOR THE 2017 FINANCIAL YEAR DEPUTY CHIEF EXECUTIVE OFFICER No multi-annual variable remuneration FIXED No deferred variable remuneration No attendance fees €385,000 No exceptional remuneration + Company car: €2,909 No allocation of stock o
Slide 33: Chairman and CEO: Ex-Ante Vote on 2018 Policy
EX-ANTE VOTE: REMUNERATION POLICY FOR 2018 CHAIRMAN AND CHIEF EXECUTIVE OFFICER FIXED Below the 1st quartile and well below the average €600,000 VARIABLE 50% financial: net result, EBITDA MAXIMUM: 120% of fixed 50% operational and strategic STRINGENT PERFORMANCE CONDITIONS LONG-TERM COMPONENTS Perfo
Slide 34: Deputy CEO: Ex-Ante Vote on 2018 Policy
EX-ANTE VOTE: REMUNERATION POLICY FOR 2018 DEPUTY CHIEF EXECUTIVE OFFICER FIXED According to the level of responsabilities and the Comex remuneration policy €400,000 Continuité de représentation notamment VARIABLE durant 50% financial: consolidated operating MAXIMUM: 65% of fixed cash flow, EBITDA S
Slide 35: Long-Term Incentive Plan and Representation of the Group
CORPORATE GOVERNANCE – KEY FACTOR IN THE GROUP'S PERFORMANCE LONG-TERM INCENTIVE PLAN AND REPRESENTATION OF THE GROUP Democratic plan for granting free shares to the Group's employees • Allocation of existing shares held under the buy-back programme • 100 ordinary shares to each employee, excluding
Slide 36: Strategy and Outlook
3 STRATEGY AND OUTLOOK 36
Slide 37: Getlink, the Group's New Identity
STRATEGY GETLINK, THE GROUP’S NEW IDENTITY GETLINK New challenges Dynamism of exchanges and links Passage into a new era for mobility infrastructures ELECLINK EUROTUNNEL EUROPORTE Change of the Company's name from Groupe Eurotunnel SE to FM CTG = Concessionaires Getlink SE of the Fixed Link Resoluti
Slide 38: Correlation Enterprise Value/EBITDA and Length of Concession
STRATEGY CORRELATION ENTERPRISE VALUE/EBITDA AND LENGTH OF CONCESSION 30x ETR 407* 25x 20x Aucat* Metropistas* 15x Iberpistas* Getlink 10x Sanef* y = 6,844ln(x) – 6.4221 Avasa* R² = 0,8486 5x 0x 00 ans year 1010years ans 20 20 years ans 3030years ans 4040years ans 5050years ans 6060 years ans 7070ye
Slide 39: Economic Growth in the UK and Euro Zone
STRATEGY ECONOMIC GROWTH IN THE UK AND EURO ZONE United Kingdom: continuous solid Euro zone: acceleration in GDP growth despite Brexit growth 4,0% UK UKGDP growth GDP growth Euro Zone GDP growth 3.1% 3,0% 3,0% 2.3% 2.5% 2.4% 2.1% 2.1% 1.9% 2.0% 2,0% 1.7% 1.8% 1.8% 1.7% 1.7% 1.9% 2,0% 1.7% 1.7% 1.5%
Slide 40: Brexit: Accelerator of Digitalisation and Smart Border
STRATEGY BREXIT: ACCELERATOR OF DIGITALISATION + SMART BORDER BREXIT: AGREEMENT ON THE TRANSITION PERIOD SIGNED IN MARCH 2018 • 29 March 2019: the UK will leave the European Union • 31 December 2020: end of the transition period • A partnership between the UK and the European on free trade and custo
Slide 41: 5.0 Digitalisation Plan: 5-Year Vision
GROUP'S STRATEGY 5.0 DIGITALISATION PLAN: 5-YEAR VISION 1. Increase fluidity of Le Shuttle and Le Shuttle 2. Enhance Customer Experience Freight services GETLINK 5 thèmes 3. Optimise infrastructure and rolling stock management 4. Strengthen the Group's digital through data analysis culture and colla
Slide 42: Investments in Capacity and Quality of Service
FIXED LINK CONCESSION'S STRATEGY INVESTMENTS IN CAPACITY AND QUALITY OF SERVICE Development of operational capacity AVAILABLE • New truck Shuttles 42% • Security • Extension on terminals • ERTMS (GSM-R + ETCS): gain in capacity, reliability and safety Quality of service • Improved through digitalisa
Slide 43: Flexiplus: The High-End Product
STRATEGY: PREMIUM SERVICE FLEXIPLUS: THE HIGH-END PRODUCT Flexiplus service: more than 5% of passenger traffic New lounges in Coquelles and soon in Folkestone +25% foot-fall since the opening of the lounge in Coquelles in July 2017 Pricing power 43
Slide 44: Railway Network: High Potential for Growth
STRATEGY RAILWAY NETWORK: HIGH POTENTIAL FOR GROWTH High-speed: development in traffic and destinations • 4 April 2018: start of Eurostar direct service London- Amsterdam in 3h40mn, with increased service in 2019 Rail freight: return to growth • Silk Road: 1st train through the Tunnel in 2017 • Cong
Slide 45: Getlink's CSR in Figures
GETLINK'S CSR IN FIGURES ENVIRONMENTAL EXCELLENCE CARBON FOOTPRINT 2M TONNES CO2 -47% vs 2006 saving/year vs ferries/airlines 1 3 2 4 LOW CARBON MOBILITY ELECLINK FAVOURS energy €8M commercial incentive transition and preserves sealife from EDF in 2017/2018 45
Slide 46: Getlink: Strong Past Performances
OUTLOOK GETLINK: STRONG PAST PERFORMANCES +52% Eurotunnel EBITDA* Yield Pricing power Inflation Operational +31% efficiency indexation Eurostar traffic Digital +25% Growing traffic Smart Le Shuttle traffic** Market Market share 2006 2017 46 * At constant exchange rate, excluding MUC in 2006 ** Car,
Slide 47: Getlink: Confidence in Future Growth
OUTLOOK GETLINK: CONFIDENCE IN FUTURE GROWTH FINANCIAL OBJECTIVES FOR 2018 2022 HORIZON + ELECLINK EBITDA* EBITDA* €545M >€735M DIVIDEND DIVIDEND +€0.05 €0.35 per year 47 * Based on the exchange rate of £1 = €1.14 and current scope of consolidation
Slide 48: Reports of the Statutory Auditors
Groupe Eurotunnel SE - 18 APRIL 2018 REPORTS OF THE STATUTORY AUDITORS KPMG AUDIT - MAZARS 48
Slide 49: Statutory Auditors' Report
STATUTORY AUDITORS’ REPORT Registration REPORTS Document ◼ Report on the annual financial statements Page 87 ◼ Report on the consolidated financial statements Page 37 ◼ Special report on regulated agreements and commitments Page 160 ◼ Report on consolidated social, environmental and societal Page 21
Slide 50: Annual Financial Statements
ANNUAL FINANCIAL STATEMENTS (REGISTRATION DOCUMENT : PAGE 87) Resolution 1 UNQUALIFIED AUDIT OPINION ON ACCOUNTS • Conclusion of our work: “The financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at 31 December 2017 and of the
Slide 51: Consolidated Financial Statements
CONSOLIDATED FINANCIAL STATEMENTS (REGISTRATION DOCUMENT: PAGE 37) Resolution 3 UNQUALIFIED AUDIT OPINION ON ACCOUNTS • Conclusion of our work “The consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2
Slide 52: Regulated Agreements and Commitments
REGULATED AGREEMENTS AND COMMITMENTS (REGISTRATION DOCUMENT : PAGE 160) Resolution 4 Agreements and Commitments submitted for ratification to the Company’s General Meeting “We have not been advised of any agreements and commitments authorised during the year 2017 and requiring the approval of the sh
Slide 53: CSR Information
CSR INFORMATION (REGISTRATION DOCUMENT : PAGE 213) Labour, environmental and social information • Statement of completeness of CSR Information • Reasoned opinion on the fairness of the CSR Information • Reasonable assurance on a selection of CSR information • Conclusion of our work No observations t
Slide 54: Operations on Shares
OPERATIONS ON SHARES Resolutions 19 to 23 • Nature of related operations: • Delegation given to the Board for 12 months to proceed with the grant of free shares to all the employees (other than executive officers and executives) of the Company and the companies directly or indirectly linked to it, a
Slide 55: Operations on Shares (2/2)
OPERATIONS ON SHARES (2/2) Resolutions 19 to 23 • Conclusion of our work ▪ No observations to make on the procedures and information mentioned in the Board of Directors report ▪ If applicable, we will prepare a complementary report in case of the use of the authorisations by the Board of Directors 5
Slide 56: ElecLink Video
Groupe Eurotunnel SE - 18 APRIL 2018 ELECLINK VIDEO 56
Slide 57: Questions & Answers
Combined General Meeting Groupe Eurotunnel SE - 18 APRIL 2018 QUESTIONS & ANSWERS 57
Slide 58: Presentation and Vote on Resolutions
Combined General Meeting Groupe Eurotunnel SE - 18 APRIL 2018 PRESENTATION AND VOTE ON RESOLUTIONS 58
Slide 59: Approval of the Statutory Accounts
Ordinary General Meeting RESOLUTION 1 Yes Abst. No Consideration and approval of the statutory accounts for the financial year ended 31 December 2017 Profit of €69,749,545 59
Slide 60: Appropriation of the Profit for the Year
Ordinary General Meeting RESOLUTION 2 Yes Abst. No Appropriation of the profit for the financial year ended 31 December 2017 Net profit for the financial year: €69,749,545 Dividend: €165,000 000 Balance carried forward: €178,134,652 60
Slide 61: Approval of the Consolidated Accounts
Ordinary General Meeting RESOLUTION 3 Yes Abst. No Consideration and approval of the consolidated accounts for the financial year ended 31 December 2017 Net profit of €113,282,472 61
Slide 62: Special Report of the Statutory Auditors on Regulated Agreement
Ordinary General Meeting RESOLUTION 4 Yes Abst. No Special report of the Statutory Auditors on the continuation of a regulated agreement entered into during the past financial year Deputy Chief Executive Officer’s supplementary contribution defined pension scheme (François Gauthey) 62
Slide 63: Authorisation to Buy Back Own Shares
Ordinary General Meeting RESOLUTION 5 Yes Abst. No Authorisation granted to the Board of Directors to allow the Company to buy back and trade in its own shares Duration: 18 months Maximum purchase price: €14 Overall ceiling: 10% of the share capital Outside public tender offer periods 63
Slide 64: Renewal of Jacques Gounon's Term as Director
Ordinary General Meeting RESOLUTION 6 Yes Abst. No Renewal of Jacques Gounon’s term as director 64
Slide 65: Ratification of Co-option of Bertrand Badré
Ordinary General Meeting RESOLUTION 7 Yes Abst. No Ratification of the co-option of Bertrand Badré, as director 65
Slide 66: Renewal of Bertrand Badré's Term as Director
Ordinary General Meeting RESOLUTION 8 Yes Abst. No Renewal of Bertrand Badré’s term as director 66
Slide 67: Renewal of Corinne Bach's Term as Director
Ordinary General Meeting RESOLUTION 9 Yes Abst. No Renewal of Corinne Bach’s term as director 67
Slide 68: Renewal of Patricia Hewitt's Term as Director
Ordinary General Meeting RESOLUTION 10 Yes Abst. No Renewal of Patricia Hewitt’s term as director 68
Slide 69: Renewal of Philippe Vasseur's Term as Director
Ordinary General Meeting RESOLUTION 11 Yes Abst. No Renewal of Philippe Vasseur’s term as director 69
Slide 70: Renewal of Tim Yeo's Term as Director
Ordinary General Meeting RESOLUTION 12 Yes Abst. No Renewal of Tim Yeo’s term as director 70
Slide 71: Appointment of Giovanni Castellucci as Director
Ordinary General Meeting RESOLUTION 13 Yes Abst. No Appointment of Giovanni Castellucci as a director, subject to the vote on resolution 25 71
Slide 72: Appointment of Elisabetta De Bernardi di Valserra as Director
Ordinary General Meeting RESOLUTION 14 Yes Abst. No Appointment of Elisabetta De Bernardi di Valserra as a director, subject to the vote on resolution 25 72
Slide 73: Ex-Post Vote: Remuneration of Jacques Gounon
Ordinary General Meeting RESOLUTION 15 Yes Abst. No Ex-post vote: approval of the remuneration owed or attributed for the year ended 31 December 2017 to Jacques Gounon, Chairman and Chief Executive Officer 73
Slide 74: Ex-Post Vote: Remuneration of François Gauthey
Ordinary General Meeting RESOLUTION 16 Yes Abst. No Ex-post vote: approval of the remuneration owed or attributed for the financial year ended 31 December 2017 to François Gauthey, Deputy Chief Executive Officer 74
Slide 75: Ex-Ante Vote: Policy for Chairman and CEO
Ordinary General Meeting RESOLUTION 17 Yes Abst. No Ex-ante vote: approval of the remuneration policy applicable to the Chairman and Chief Executive Officer for 2018 75
Slide 76: Ex-Ante Vote: Policy for Deputy CEO
Ordinary General Meeting RESOLUTION 18 Yes Abst. No Ex-ante vote: approval of the remuneration policy applicable to the Deputy Chief Executive Officer for 2018 76
Slide 77: Free Share Allocation to All Employees
Extraordinary General Meeting RESOLUTION 19 Yes Abst. No Delegation of authority granted to the Board of Directors to carry out collective allocation of free shares to all employees of the Company (other than executive officers and executives) and companies directly or indirectly linked to it, as st
Slide 78: Long-Term Incentive Programme: Preference Shares
Extraordinary General Meeting RESOLUTION 20 Yes Abst. No Long-term incentive programme for executive officers and executives of the Group: creation of preference shares convertible into ordinary shares after a period of 3 years, subject to performance criteria 78
Slide 79: Grant of Preference Shares to Executives
Extraordinary General Meeting RESOLUTION 21 Yes Abst. No Power given to the Board of Directors to grant, free of charge, preference shares to certain executive officers of the Company and certain executives of the Company and its subsidiaries Duration: 12 months Maximum: 1,500,000 ordinary shares, n
Slide 80: Capital Reduction by Cancellation of Own Shares
Extraordinary General Meeting RESOLUTION 22 Yes Abst. No Authorisation granted to the Board of Directors to reduce the capital by cancellation of own shares Duration: 18 months Maximum: 10% of the share capital 80
Slide 81: Capital Increase Reserved for Employees
Extraordinary General Meeting RESOLUTION 23 Yes Abst. No Delegation of powers granted to the Board of Directors in order to proceed to increase the share capital, with withdrawal of the shareholders’ preferential right of subscription, by the issue of ordinary shares or transferable securities givin
Slide 82: Amendment of Articles on Employee Directors
Extraordinary General Meeting RESOLUTION 24 Yes Abst. No Amendment of Articles 15, 16 and 17 of the articles of association of the Company for the purpose of determining the terms for appointing the director(s) representing the employees to the Board of Directors 82
Slide 83: Amendment of Article 15 on Number of Directors
Extraordinary General Meeting RESOLUTION 25 Yes Abst. No Amendment of Article 15 of the Company’s articles of association to provide the possibility of increasing the number of directors 83
Slide 84: Amendment of Article 23 on Age Limit
Extraordinary General Meeting RESOLUTION 26 Yes Abst. No Amendment of Article 23 of the articles of association of the Company to raise the age limit of the Chief Executive Officer and the Deputy Chief Executive Officer, from 65 to 68 years 84
Slide 85: Amendment of Article 3: Name Change to Getlink SE
Extraordinary General Meeting RESOLUTION 27 Yes Abst. No Amendment of Article 3 of the articles of association of the Company to change the Company’s name from Groupe Eurotunnel SE to Getlink SE 85
Slide 86: Power to Carry Out Formalities
Extraordinary General Meeting RESOLUTION 28 Yes Abst. No Power to carry out formalities 86
Slide 87: Close of the Meeting
Combined General Meeting Groupe Eurotunnel SE - 18 APRIL 2018 CLOSE OF THE MEETING 87
Slide 88: Thank You for Attending the Meeting
GENERAL MEETING OF GROUPE EUROTUNNEL SE THANK YOU FOR ATTENDING THE MEETING PLEASE RETURN THE TRANSLATION HEADSETS AND VOTING TABLETS WHEN LEAVING THE ROOM PLEASE NOTE: THE MINIBUS TO THE CROISÉ LAROCHE TRAM STATION WILL LEAVE IMMEDIATELY 88