Vallourec Sa · EURONEXT:VK
Vallourec Sa — Shareholder Meeting (May 2019)
103 slides from Vallourec Sa's shareholder meeting presentation, May 23, 2019
Slide 1: 2019 Shareholders' Meeting
2019 SHAREHOLDERS’ MEETING Palais Brongniart 23 May 2019 2019 Shareholders’ Meeting 1
Slide 2: 2018 Financial Year Highlights
2018 FINANCIAL YEAR HIGHLIGHTS Olivier Mallet, Chief Financial Officer 2019 Shareholders’ Meeting 2
Slide 3: Key Highlights of 2018
KEY HIGHLIGHTS OF 2018 FY 2018 ON TRACK WITH RECOVERY PATH ► Significant improvement in EBITDA ► Strong Q4 showing recovery of the O&G market in EAMEA TRANSFORMATION PLAN AHEAD OF SCHEDULE ► Gross savings target over-achieved two years ahead of plan ► New competitive production routes successfully d
Slide 4: FY 2018 Key Figures
FY 2018 KEY FIGURES VOLUMES (kt) REVENUE (€m) +5% 2,364 +11% at +5% 3,921 constant FX 2,256 3,750 2017 2018 2017 2018 EBITDA (€m) FREE CASH FLOW (€m) 150 +€148m 2 122 23 (423) (216) (494) 1 2 (220) (219) 2017 ∆ CFO ∆ op. WCR ∆ Capex 2018 1 Cash flow from operating activities 2016 2017 2018 2 Includi
Slide 5: 2018: Revenue by Market
2018: REVENUE BY MARKET ► Revenue growth of 11% at constant exchange rates Oil & Gas FY 2018 revenue Industry & Other +7.4% YoY (+14.0%1) In €m +5.7% YoY (+13.1%1) and as a % of revenue ► North America: Strong improvement ► Europe: • Higher volumes and significant price increase • Higher prices in t
Slide 6: Transformation Plan: 2016-2020 Savings Target Exceeded
TRANSFORMATION PLAN: 2016-2020 SAVINGS TARGET EXCEEDED TWO YEARS AHEAD OF SCHEDULE GROSS SAVINGS SG&A REDUCTION In €m In €m €445m generated at end 2018 164 -29% 151 568 513 130 448 440 405 2016 2017 2018 2014 2015 2016 2017 2018 7% 8% 6% % total base cost (excluding raw materials, direct cost of sal
Slide 7: 2018: EBITDA
2018: EBITDA 2017/2018 In €m FY 2018 FY 2017 change REVENUE 3,921 3,750 4.6% ► Revenue reported strong increase • Revenue growth driven by positive volume (+4.8%) and Cost of sales (3,342) (3,297) +1,4% price/mix (+6.0%): +11% at constant exchange rates Industrial margin 579 453 27.8% • Negative for
Slide 8: 2018: From EBITDA to Net Income
2018: FROM EBITDA TO NET INCOME 2017/2018 In €m FY 2018 FY 2017 change EBITDA 150 2 +€148m EBITDA/revenue 3.8% 0.1% 3.7 pts ► Continued focus on restructuring and assets disposals Amortization and depreciation -300 -341 +€31m Impairment of assets, asset disposals, -127 -144 n/a restructuring and oth
Slide 9: 2018: Free Cash Flow
2018: FREE CASH FLOW ► Improved cash flow from operating activities with a mainly non-recurring increase in WCR FY FY Change Strong improvement in cash flow from operating 1 €m 2018 2017 (€m) activities (+€122m) 1 Cash flow from operating activities (210) (332) +122 Change in working capital require
Slide 10: Working Capital Management
WORKING CAPITAL MANAGEMENT QUARTERLY NET WORKING CAPITAL REQUIREMENT DAYS1 162 160 154 149 148 141 135 133 135 133 125 122 121 124 Annual 121 115 114.4 114 114 111 112 113 quarterly 100 94 avg. 84 Period Q1.14 Q1.14 Q2.14 Q2.14 Q3.14 Q3.14 Q4.14 Q4.14 Q1.15 Q1.15 Q2.15 Q2.15 Q3.15 Q3.15 Q4.15 Q4.15
Slide 11: FY 2018 Net Debt
FY 2018 NET DEBT (in millions €) Net Debt Net Debt as at as at 31 Dec. 2017 31 Dec. 2018 H1 H2 Free cash-flow = (€494m) Cash Flow from Operating Activities Change in op. WCR1 (1,542) Gross Asset disposals capital expenditure (144) & other items2 (66) 81 26 (38) (236) (91) (47) (2,058) 1 Change in op
Slide 12: Strong Liquidity Position
STRONG LIQUIDITY POSITION LIQUIDITY AS AT 31 DECEMBER 2018 In €m 2,150 2,890 ► Strong liquidity of €2.9bn • €740m in cash 740 • €2.2bn in undrawn long-term committed bank facilities ► 2019 bond refinanced in April 2018 Cash Undrawn Long Term Total Liquidity • No other maturity before 2022 Facilities
Slide 13: First Quarter 2019
FIRST QUARTER 2019 2019 Shareholders’ Meeting 13
Slide 14: A Strong Q1 2019
A STRONG Q1 2019 REVENUE EBITDA 1 FREE CASH FLOW 2 In €m In €m In €m 1,025 +19% 67 +€72m (159) 862 (5) +€95m (254) Q1 18 Q1 19 Q1 18 Q1 19 Q1 18 Q1 19 ► Strong increase in revenues notably driven by the restart of Oil & Gas activity in EA-MEA and North America ► Significant improvement in EBITDA ► S
Slide 15: Q1 19: Accelerated Recovery Observed in Q4 Is Confirmed
Q1 19: ACCELERATED RECOVERY OBSERVED IN Q4 18 IS CONFIRMED QUARTERLY EBITDA EVOLUTION SINCE 2017 €m 89 67 43 23 9 11 3 ( 5) ( 21) Q1 Q2 Q3 Q4 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 2017 2017 2017 ► First recovery phase in 2017, driven by the transformation Plan and the recovery of the North Am
Slide 16: Share Price Evolution
SHARE PRICE EVOLUTION Results publication Q1 -19 Oct.2018 to Dec. 2018: Brent price decrease by 38% Annual results 2018 publication Q3 18 Results publication 05/21/19 Source: IR Insight, based 100 2019 Shareholders’ Meeting 16
Slide 17: 2019 Outlook
2019 OUTLOOK 2019 Shareholders’ Meeting 17
Slide 18: New Savings Initiatives
NEW SAVINGS INITIATIVES New initiatives announced in February 2019: ► Additional gross savings of at least €200m over 2019-2020 ► Total gross savings target of our Transformation Plan therefore increased from €400m to at least €650m over 2016-2020 ► Ongoing project to divest assets for conventional
Slide 19: Outlook for 2019
OUTLOOK FOR 2019 NORTH AMERICA EUROPE-AFRICA & MIDDLE EAST- ASIA O&G: ► After market slowdown observed in the first part of ► Significant increase in activity for Oil & Gas projects, the year, the second semester could benefit from a with a strong backlog in North Sea, South East Asia, positive impa
Slide 20: Confirmed Outlook for 2019
CONFIRMED OUTLOOK FOR 2019 Based on current economic and market trends1, the Group : ► Confirms its anticipation of a continued recovery in the Oil and Gas activity primarily driven by international markets ► Reiterates its targets for 2019, namely: • Strong increase in EBITDA, supported by market t
Slide 21: 2019 Shareholders' Meeting
2019 SHAREHOLDERS’ MEETING Palais Brongniart 23 May 2019 2019 Shareholders’ Meeting 21
Slide 22: 2019, Vallourec at the Heart of a Changing World
2019, VALLOUREC AT THE HEART OF A CHANGING WORLD Philippe Crouzet, Chairman of the Management Board 2019 Shareholders’ Meeting 22
Slide 23: Safety & Quality: Uncompromised Progress
SAFETY & QUALITY: UNCOMPROMISED PROGRESS SAFETY QUALITY 0 Fatal CUSTOMER CLAIMS Base 100 in 2015 accidents in 2018 100 Lost-time All 2019 targets 42 37 accidents*: accidents*: LTIR <1 1 LTIR 1 2.95 TRIR 2 TRIR <2.5 in 2018 in 2018 2015 2018* 2019 target** 1 LTIR: Lost Time Injury Rate (accident freq
Slide 24: A Key Year for Vallourec's Transformation
A KEY YEAR FOR VALLOUREC’S TRANSFORMATION Vallourec benefits Preparing for The transformation from the growth in the future: digital plan is its markets and and cultural evolution, bearing fruit the cogency of energy transition its strategic choices 2019 Shareholders’ Meeting 24
Slide 25: 2018: A New Year of Growth
2018: A NEW YEAR OF GROWTH Volumes shipped in thousands of tons 694 655 625 584 588 583 583 564 572 543 545 551 538 515 487 475 412 362 376 317 320 321 333 251 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 2015 2016 2017 2018 2,159 Kt 2,323 Kt 1,411 Kt 1,281 Kt 2,
Slide 26: Returning to Profitable Growth
RETURNING TO PROFITABLE GROWTH Improvement in the Group’s industrial margin continues… VALLOUREC INDUSTRIAL MARGIN AND INVESTMENTS IN E&P (Oil & Gas) 30% 28% 750 697 700 25% 650 682 25% 600 20% 16% 550 501 15% 500 15% 12% 450 12% 472 10% 8% 400 408 350 350 368 5% 300 2013 2014 2015 2016 2017 2018 20
Slide 27: Gradual Recovery of Investments
GRADUAL RECOVERY OF INVESTMENTS Increased demand, depletion of former oil fields, under-investment Meeting this [demand] growth in the near term means that approvals of conventional oil projects need to double from their current low levels ” Fatih Birol, IEA director, 11/12/2018 E&p CAPITAL SPENDING
Slide 28: The Three Waves of Investments in Oil and Gas
THE THREE WAVES OF INVESTMENTS IN OIL AND GAS % of Vallourec’s Oil & Gas revenue 2014-2018 (avg.) 36% North America 52% EA-MEA South 12% America 2017 2018 2019 2020 2019 Shareholders’ Meeting 28
Slide 29: Recovery in the U.S. Markets Already Well Under Way
RECOVERY IN THE U.S. MARKETS ALREADY WELL UNDER WAY HIGH LEVEL OF ACTIVITY U.S. OCTG MARKET – IN THE U.S. SINCE 2017 SALES VOLUME U.S. deliveries in MT ► The United States on track to become the world’s leading oil and gas producer 7.3 ► Vallourec, leader in the premium 5.4 5.7 segment, doubled its
Slide 30: End of 2018, the EA-MEA Region Has Regained Business
END OF 2018, THE EA-MEA REGION HAS REGAINED BUSINESS MAJOR INCREASE FIDs1, 2 EVOLUTION (worldwide excluding US IN ORDERS FOR unconventional) THE OIL & GAS MARKETS No of FIDs (reserves > 50 million barrels) ► FIDs (Final Investment Decisions) Offshore Onshore No of FIDs EA-MEA record strong growth (I
Slide 31: Brazil Set to Be the Strongest Growth Region for Offshore
BRAZIL SET TO BE THE STRONGEST GROWTH REGION FOR OFFSHORE BRAZIL’S OFFSHORE (“PRE-SALT”) IS OFFSHORE E&P CAPEX THE MOST PRODUCTIVE IN THE WORLD ($ bn) – IHS SOURCE Latin ► Petrobras relaunches its exploration and 185 188 America 200 165 Russia/ production program and renews its long- 141 153 159 Cas
Slide 32: Vallourec in a Good Position to Benefit from the Growth Return
VALLOUREC IN A GOOD POSITION TO BENEFIT FROM THE GROWTH RETURN Consecutive recovery Vallourec has invested Competitive pressure of the three major in all growth regions remains high producing regions COMPETITIVENESS AND DIFFERENTIATION, 32 THE PILLARS OF VALLOUREC’S TRANSFORMATION 2019 Shareholders’
Slide 33: Competitiveness Through Cost Reductions
COMPETITIVENESS THROUGH COST REDUCTIONS ► Gross savings target of € 650 million over 2016-2020 ► 27% decrease in manufacturing costs per ton CHANGES IN MANUFACTURING COSTS1 Cost of sales/ton (excluding raw materials); index 100 in 2014 142 131 100 79 73 2014 2015 2016 2017 2018 1 Coût des ventes reb
Slide 34: A Deeply Renewed Industrial Device
A DEEPLY RENEWED INDUSTRIAL DEVICE ► Roll-out of new competitive production routes to supply the international markets in recovery phase ► ~250kt of Premium products manufactured at VSB and Tianda in 2018 for export (versus 40kt in 2015) and, where applicable, finished locally INDUSTRIAL FOOTPRINT P
Slide 35: Differentiation Through Innovation
DIFFERENTIATION THROUGH INNOVATION INNOVATION: NEW FROM Leading to PRODUCTS PRODUCTS NEW Energy transition, to guarantee TO SOLUTIONS BUSINESSES an opportunity for well integrity Vallourec ► New services on ► New steel rig grades NEW ► “Augmented ► New SOLUTIONS pipes” thanks to connections to creat
Slide 36: Collaborative Innovation
COLLABORATIVE INNOVATION GETTING THE DIVERSITY OF INPUTS PARTNERS EMPLOYEES Open Innovation Innovation platform CUSTOMERS Front End Innovation 2019 Shareholders’ Meeting 36
Slide 37: Digital at the Heart of Transformation
DIGITAL AT THE HEART OF TRANSFORMATION Industrie Industry 4.0 Industrie New 4.0 services Industrie 4.0 New skills 2019 Shareholders’ Meeting 37
Slide 38: Digital Technology Now Serving Our Customers
DIGITAL TECHNOLOGY NOW SERVING OUR CUSTOMERS... Tubular Asset Design Sourcing Installation management management Receive online Get all you require, Get your tubes Enhance efficiency Extend your or expert support call for what ready for use on time and asset life to optimize you need while preservin
Slide 39: Supporting Our Customers in the Energy Transition
SUPPORTING OUR CUSTOMERS IN THE ENERGY TRANSITION GEOTHERMAL WIND SOLAR CO2 CAPTURE HYDROGEN AND STORAGE ► Supporting our Oil & Gas customers in their goal to become power suppliers ► Assessing opportunities to create value for our customers: development possible from 2020 onwards ► Involving our te
Slide 40: Supporting the Evolution of Skills and Cultural Change
SUPPORTING THE EVOLUTION OF SKILLS AND CULTURAL CHANGE Our employees pursue their careers Telecommuting Agreements, in a quality environment Workplace Dialogue Agreement Opinion Assessment, 99% individual appraisal rate, Their opinion matters Vallourec Integrity Line They are motivated Satisfaction
Slide 41: In a Changing World, Vallourec Is Well on Track
IN A CHANGING WORLD, VALLOUREC IS WELL ON TRACK The potential is vast The road map is clear The men and women of Vallourec are mobilized Our objectives: return to a positive cash flow and begin to reduce debt 2019 Shareholders’ Meeting 41
Slide 42: Governance
GOVERNANCE Vivienne Cox, Chairman of the Supervisory Board 2019 Shareholders’ Meeting 42
Slide 43: Supervisory Board and Management Board
VALLOUREC, A COMPANY WITH A SUPERVISORY BOARD AND A MANAGEMENT BOARD Vice-Chairman Bpifrance Chairman Lead Member Participations Vivienne Membre Référent Maria-Pilar Philippe Cédric Corinne Alexandre Cox Pierre Pringuet Albiac-Murillo Altuzarra de Bailliencourt de Bilbao Ossola Laurence Pascale Mick
Slide 44: Composition of the Supervisory Board
COMPOSITION OF THE SUPERVISORY BOARD ► Policy on the composition of the Supervisory Board • Expertise and diversity: » Experience in managerial positions; experience in the Oil & Gas sector; financial expertise » Internationalization: 31% of foreign nationality » Feminization: 50% female members • R
Slide 45: Governance Bodies' Activity in 2018
GOVERNANCE BODIES’ ACTIVITY IN 2018 ► 10 meetings of the Supervisory Board ► 6 meetings of the Finance and Audit Committee ► 6 meetings of the Appointments, Compensation and Governance Committee Supervisory Board ► 3 meetings of the Strategy Committee ► Creation of the Corporate Social Responsibilit
Slide 46: Activity of the Supervisory Board in 2018
ACTIVITY OF THE SUPERVISORY BOARD IN 2018 ► Review of the financial statements ► Review of the Group’s liquidity ► Monitoring of efforts to improve the Group’s competitiveness under the Transformation Plan ► Monitoring of the cultural change in progress ► Review of challenges and opportunities in Di
Slide 47: Appointments, Compensation and Governance Committee
APPOINTEMENTS, COMPENSATION AND GOVERNANCE COMMITTEE 2019 Shareholders’ Meeting 47
Slide 48: The Appointments, Compensation and Governance Committee
THE APPOINTMENTS, COMPENSATION AND GOVERNANCE COMMITTEE Pierre Pascale Alexandra Laurence Mickaël Pringuet Chargrasse Schaapveld Broseta Dolou Chairman Shareholder Independent Independent Employee of the CNRG, Employee member member representative and Vice-President representative of the Supervisory
Slide 49: Activity of the CNRG in 2018 (1/2)
ACTIVITY OF THE CNRG IN 2018 (1/2) 1. Governance • The composition of the Supervisory Board and its Committees » The policy on the composition of the Supervisory Board » Selection process for new members and mandate renewal of existing members » The independence of the Board members (82% of independ
Slide 50: Activity of the CNRG in 2018 (2/2)
ACTIVITY OF THE CNRG IN 2018 (2/2) 3. Management Board compensation • Management Board compensation policy » Compensation Benchmarks » AFEP-MEDEF Code • Total cash compensation policy » Fixed compensation » Selection of annual variable compensation performance objectives » Performance objectives ach
Slide 51: 2018 Compensation
2018 COMPENSATION ► A compensation policy in line with previous years (page 308 and next in the registration document): • Same fixed compensation since 2014 for the Management Board and for the Chairman of the Supervisory Board • Same target variable pay opportunity for the Chairman of the Managemen
Slide 52: Performance Considered in the Context of the Transformation Plan
PERFORMANCE TO BE CONSIDERED IN THE CONTEXT OF THE GROUP TRANSFORMATION PLAN ►2018 annual variable compensation was set with regards to strategic and essential objectives for the group, even if it is less than last year, it is important to note that Vallourec’s financial has clearly improved compare
Slide 53: Long Term Incentives: Performance Shares and Stock Options Granted in 2018
LONG TERM INCENTIVES: PERFORMANCE SHARES AND STOCK OPTIONS GRANTED IN 2018 ► Performance shares and stock options are FULLY allocated under performance conditions, upon requirements of resolutions voted during the annual general meeting in May 2017 • 50% of criteria are performance criteria linked t
Slide 54: Long Term Incentives: Performance Shares Past Grants
LONG TERM INCENTIVES: PERFORMANCE SHARES PAST GRANTS Performance shares Allocation years 2010 2011 2012 2013 2014 2015 2016 2017 2018 Vesting Years 2012 2013 2014 2016 2017 2018 2019 2020 2021 Number of shares allocated 17,000 17,068 17,068 17,068 47,5282 20,7361 2 42,7762 98,000 124,530 to the Mana
Slide 55: Long Term Incentives: Stock Options Past Grants
LONG TERM INCENTIVES: STOCK OPTIONS PAST GRANTS Stock Options Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 Maximum number of options 99,9622 99,9622 - 99,9622 58,4692 28,3121 2 58,4632 139,500 178,220 allocated to Management Board Fair value €1,470K €1,110K - €625K €276K €92K €31K €158K €182K E
Slide 56: 2018 Compensation – Philippe Crouzet
2018 COMPENSATION – PHILIPPE CROUZET 2017 2018 Fixed compensation €798,000 €798,000 Actual annual variable compensation €786,084 €606,160 Article 82 Payment in cash €127,500 €127,500 Car €4,373 €4,373 Compensation due for the fiscal year €1,715,957 €1,536,033 Performance shares granted in 2017 €321,
Slide 57: 2018 Compensation – Olivier Mallet
2018 COMPENSATION – OLIVIER MALLET 2017 2018 Fixed compensation €420,000 €420,000 Actual annual variable compensation €307,970 €238,854 Article 82 Payment in cash €73,500 €73,500 Car €5,400 €5,400 Compensation due for the fiscal year €806,870 €737,754 Performance shares granted in 2017 €152,460 €179
Slide 58: 2018 Compensation – Vivienne Cox
2018 COMPENSATION – VIVIENNE COX 2017 2018 Fixed compensation €320,000 €320,000 Actual annual variable compensation NA NA Compensation due for the fiscal year €320,000 €320,000 Performance shares granted in 2017 NA NA Stock options granted in 2017 NA NA Total €320,000 €320,000 2019 Shareholders’ Mee
Slide 59: 2019 Compensation Policy (1/3)
2019 COMPENSATION POLICY OF THE CHAIRMAN AND MANAGEMENT BOARD MEMBERS (1/3) ► This policy will be subject to your approval (7th, 8th, 9th and 10th resolutions). ► Extracts of the registration document (pages 286 and next) • The fixed compensation of the Management Board Members remains unchanged in
Slide 60: 2019 Compensation Policy (2/3)
2019 COMPENSATION POLICY OF THE CHAIRMAN AND MANAGEMENT BOARD MEMBERS (2/3) ► Extracts of the registration document (pages 286 and next) • The portion of Long Term Incentives : » For 2019, given the drop in stock price, and to avoid any deadweight effect, the Supervisory Board, at the proposal of th
Slide 61: 2019 Compensation Policy (3/3)
2019 COMPENSATION POLICY OF THE CHAIRMAN AND MANAGEMENT BOARD MEMBERS (3/3) ► Extracts of the registration document (pages 286 and next) • The members of the supervisory board are exclusively granted fees for the fiscal year based on their actual attendance. The fixed portion amounts to one-third of
Slide 62: Corporate Social Responsibility (CSR) Committee
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE Laurence Broseta, Chairman of the CSR Committee 2019 Shareholders’ Meeting 62
Slide 63: Corporate Social Responsibility (CSR) Committee
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE Chairman Maria-Pilar Philippe Laurence Albiac-Murillo Altuzarra Broseta ► Composition: 3 independent members ► At least 2 meetings per year 2019 Shareholders’ Meeting 63
Slide 64: Duties of the CSR Committee
DUTIES OF THE CSR COMMITTEE ► Prepare the Supervisory Board's deliberations on: • the Group’s CSR strategy • implementing that strategy ► Anticipate the challenges, opportunities and non-financial risks associated with the Group’s activities ► Promote value creation over the long term: • with regard
Slide 65: Work of the CSR Committee Since Its Creation
WORK OF THE CSR COMMITTEE SINCE ITS CREATION ► Review with the key individuals responsible for CSR: the Group's Launch of the challenges, policies and commitments, as well as the results CSR Committee obtained ► Priorities of the CSR Committee for 2019 set on the basis of the following UN Sustainabl
Slide 66: Statutory Auditors Reports
STATUTORY AUDITORS REPORTS YEAR ENDED DECEMBER 31, 2018 2019 Shareholders’ Meeting 66
Slide 67: Statutory Auditors Reports
STATUTORY AUDITORS REPORTS Reports on the resolutions submitted to your approval ► Ordinary Shareholders’ Meeting • Report on Annual financial statements (1st resolution) • Report on Consolidated financial statements (2nd resolution) • Report on Social, environmental and societal information include
Slide 68: Ordinary Shareholders' Meeting
STATUTORY AUDITORS REPORTS ORDINARY SHAREHOLDERS’ MEETING ► Opinion on the financial statements: • Audit framework » We conducted an audit engagement of the Annual and Consolidated financial statements in accordance with professional standards applicable in France. We believe that the audit evidence
Slide 69: Report on Regulated Agreements and Commitments
REPORT ON REGULATED AGREEMENTS AND COMMITMENTS ORDINARY SHAREHOLDERS’ MEETING ► Agreements and commitments authorised during the past year • We have not been advised of any agreement or commitment authorised during the year ► Agreements and commitments approved during previous years with continuing
Slide 70: Report on the Share Capital Transactions
REPORT ON THE SHARE CAPITAL TRANSACTIONS EXTRAORDINARY SHAREHOLDERS’ MEETING ► Your Management Board proposes that you confer on it the authority to decide on the following share capital transactions: • Issue of shares and/or marketable securities conferring entitlement to the share capital of the C
Slide 71: Questions & Answers
QUESTIONS & ANSWERS 2019 Shareholders’ Meeting 71
Slide 72: Vote on the Resolutions
VOTE ON THE RESOLUTIONS 2019 Shareholders’ Meeting 72
Slide 73: How to Use Housings
HOW TO USE HOUSINGS When prompted, pres the number(s) for your response(s): ► Key 1 to vote For ► Key 2 to vote Against ► Key 3 to vote Abstention ► A confirmation that your vote has been received appears on the screen ► To change your vote, simply press your new choice (1, 2 or 3) to replace the pr
Slide 74: Resolutions Submitted to the Ordinary Shareholders' Meeting
1 RESOLUTIONS SUBMITTED TO THE ORDINARY SHAREHOLDERS’ MEETING First Name Last Name, Function 2019 Shareholders’ Meeting 74
Slide 75: 1st Resolution: Parent Company Financial Statements
ORDINARY 1ST RESOLUTION ►Approval of the parent company financial statements for the 2018 fiscal year • Net income/(loss) for the fiscal year: € (34,718,136.20) 2019 Shareholders’ Meeting 75
Slide 76: 2nd Resolution: Consolidated Financial Statements
ORDINARY 2ND RESOLUTION ►Approval of the consolidated financial statements for the 2018 fiscal year • Net income/(loss) for the fiscal year: € (500,367,000) 2019 Shareholders’ Meeting 76
Slide 77: 3rd Resolution: Allocation of Net Income
ORDINARY 3RD RESOLUTION ►Allocation of the net income/(loss) for the 2018 fiscal year • It is proposed that no dividend be distributed for that fiscal year 2019 Shareholders’ Meeting 77
Slide 78: 4th Resolution: Compensation of Philippe Crouzet
ORDINARY 4TH RESOLUTION ►Compensation paid or allotted to Mr. Philippe Crouzet for 2018 • Approval of the fixed, variable and exceptional components of the total compensation and benefits paid or allotted for the fiscal year ended 31 December 2018 to Mr. Philippe Crouzet, Chairman of the Management
Slide 79: 5th Resolution: Compensation of Olivier Mallet
ORDINARY 5H RESOLUTION ►Compensation paid or allotted to Mr. Olivier Mallet for 2018 • Approval of the fixed, variable and exceptional components of the total compensation and benefits paid or allotted for the fiscal year ended 31 December 2018 to Mr. Olivier Mallet, member of the Management Board 2
Slide 80: 6th Resolution: Compensation of Vivienne Cox
ORDINARY 6TH RESOLUTION ►Compensation paid or allotted to Ms. Vivienne Cox for 2018 • Approval of the fixed, variable and exceptional components of the total compensation and benefits paid or allotted for the fiscal year ended 31 December 2018 to Ms. Vivienne Cox, Chairman of the Supervisory Board 2
Slide 81: 7th Resolution: Compensation Policy for Chairman of the Management Board
ORDINARY 7TH RESOLUTION ►Compensation policy for the Chairman of the Management Board for 2019 • Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of all kinds that are attribu
Slide 82: 8th Resolution: Compensation Policy for Management Board Members
ORDINARY 8TH RESOLUTION ►Compensation policy for the members of the Management Board (other than the Chairman) for 2019 • Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of a
Slide 83: 9th Resolution: Compensation Policy for Chairman of the Supervisory Board
ORDINARY 9TH RESOLUTION ►Compensation policy for the Chairman of the Supervisory Board for 2019 • Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of any kind that may be allo
Slide 84: 10th Resolution: Compensation Policy for Supervisory Board Members
ORDINARY 10TH RESOLUTION ►Compensation policy for the members of the Supervisory Board (other than the Chairman) for 2019 • Approval of the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of
Slide 85: 11th Resolution: Renewal of Maria-Pilar Albiac-Murillo
ORDINARY 11TH RESOLUTION ►Renewal of Ms. Maria-Pilar Albiac-Murillo’s term of office as member of the Supervisory Board • for a four (4)-year term, i.e. until the end of the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year ended 31 December 2022 2019 Shar
Slide 86: 12th Resolution: Renewal of Philippe Altuzarra
ORDINARY 12TH RESOLUTION ►Renewal of Mr. Philippe Altuzarra’s term of office as member of the Supervisory Board • for a four (4)-year term, i.e. until the end of the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year ended 31 December 2022 2019 Shareholders
Slide 87: 13th Resolution: Renewal of Pascale Chargrasse
ORDINARY 13TH RESOLUTION ►Renewal of Ms. Pascale Chargrasse’s term of office as member of the Supervisory Board • for a four (4)-year term, i.e. until the end of the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year ended 31 December 2022 2019 Shareholders
Slide 88: 14th Resolution: Ratification of Corinne de Bilbao
ORDINARY 14TH RESOLUTION ►Ratification of the cooptation of Ms. Corinne de Bilbao as member of the Supervisory Board • replacing Mr. José Carlos Grubisich, who is resigning, for the remainder of his term, i.e. until the close of the Ordinary Shareholders’ Meeting called to approve the financial stat
Slide 89: 15th Resolution: Authorization to Trade in Company Shares
ORDINARY 15TH RESOLUTION ►Authorization to be given to the Management Board to trade in the Company’s shares • Maximum limit: 10% of the shares comprising the Company’s capital (legal limit) • Maximum purchase price: €15 per share • Duration of the authorization: 18 months 2019 Shareholders’ Meeting
Slide 90: Resolutions Submitted to the Extraordinary Shareholders' Meeting
2 RESOLUTIONS SUBMITTED TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING First Name Last Name, Function 2019 Shareholders’ Meeting 90
Slide 91: 16th Resolution: Capital Increase with Preferential Rights
EXTRAORDINARY 16TH RESOLUTION “Financials” delegations ►Delegation of power to be given to the Management Board to increase the capital through the issuance, with preferential subscription rights, of shares and/or marketable securities providing access to the capital immediately or in the future • M
Slide 92: 17th Resolution: Capital Increase by Public Offering
EXTRAORDINARY 17TH RESOLUTION “Financials” delegations ►Delegation of power to be given to the Management Board to increase the capital by an issue of shares and/or marketable securities providing access to the capital immediately or in the future, without preferential subscription rights, through a
Slide 93: 18th Resolution: Capital Increase by Private Placement
EXTRAORDINARY 18TH RESOLUTION “Financials” delegations ►Delegation of power to be given to the Management Board to increase the capital by an issue of shares and/or securities providing access to the capital immediately or in the future, without preferential subscription right, by private placement
Slide 94: 19th Resolution: Determination of Issue Price
EXTRAORDINARY 19TH RESOLUTION ►Authorization to be given to the Management Board to determine the issue price, under a capital increase, without preferential subscription rights, made in application of the 17th and/or 18th resolution(s) submitted to this Shareholders’ Meeting, of up to 10% of the ca
Slide 95: 20th Resolution: Increase in Number of Shares Issued
EXTRAORDINARY 20TH RESOLUTION ►Delegation of power to be given to the Management Board to increase the number of shares to be issued in case of capital increase, maintaining or eliminating the preferential subscription rights, carried out in application of the 16th through 18th resolutions submitted
Slide 96: 21st Resolution: Issue for Contributions in Kind
EXTRAORDINARY 21ST RESOLUTION ►Delegation of power to be given to the Management Board to issue shares and/or marketable securities providing access to capital immediately or in the future, without preferential subscription right, in consideration for contributions in kind consisting of equity secur
Slide 97: 22nd Resolution: Issue in Case of Public Exchange Offer
EXTRAORDINARY 22ND RESOLUTION ►Delegation of power to be given to the Management Board to issue shares and/or marketable securities providing access to the capital immediately or in the future, without preferential subscription right, in case of a public exchange offer initiated by the Company • Max
Slide 98: 23rd Resolution: Issue from Subsidiaries' Securities
EXTRAORDINARY 23RD RESOLUTION ►Delegation of power to be given to the Management Board to issue shares of the Company, without preferential subscription right, resulting from marketable securities issued by the Company’s Subsidiaries, providing access to the Company’s shares • Maximum nominal amount
Slide 99: 24th Resolution: Capital Increase by Capitalization of Reserves
EXTRAORDINARY 24TH RESOLUTION ►Delegation of power to be given to the Management Board to increase the share capital through additional paid-in capital, reserves, profits, or any other amounts • Maximum nominal amount: €274.792 million • Duration of the authorization: 26 months 2019 Shareholders’ Me
Slide 100: 25th Resolution: Issue Reserved for Employee Savings Plans
EXTRAORDINARY 25TH RESOLUTION ►Delegation of power to be given to the Management Board to issue shares and/or marketable securities providing access to the capital immediately or in the future, without preferential subscription rights, reserved to members of employee savings plans • Maximum limit: 2
Slide 101: 26th Resolution: Capital Reduction by Canceling Treasury Shares
EXTRAORDINARY 26TH RESOLUTION ►Authorization to be given to the Management Board to reduce the share capital by canceling treasury shares • Maximum limit: 10% of the Company’s share capital • Duration of the authorization: 26 months 2019 Shareholders’ Meeting 101
Slide 102: 27th Resolution: Powers for Formalities
EXTRAORDINARY 27TH RESOLUTION ►Powers for formalities 2019 Shareholders’ Meeting 102
Slide 103: 2019 Combined Shareholders' Meeting
2019 COMBINED SHAREHOLDERS’ MEETING May 23, 2019 2019 Shareholders’ Meeting 103