Vinci SA · EURONEXT:DG
Vinci SA — Shareholder Meeting (April 2019)
84 slides from Vinci SA's shareholder meeting presentation, Apr 17, 2019
Slide 1: Combined Shareholders' General Meeting
Combined Shareholders’ General Meeting 17 April 2019
Slide 2: Xavier Huillard, Chairman and Chief Executive Officer
Xavier Huillard Chairman and Chief Executive Officer
Slide 3: Agenda
VINCI “ Agenda
Slide 4: Agenda – ordinary business
Agenda – ordinary business § Approval of the 2018 parent company and consolidated financial statements and appropriation of the parent company’s net income § Renewal of the appointment of three Directors: Mr Robert Castaigne, Mrs Ana Paula Pessoa and Mrs Pascale Sourisse § Appointment of Mrs Carolin
Slide 5: Agenda – extraordinary business
Agenda – extraordinary business § Authorisation to reduce the share capital through cancellation of VINCI shares held in treasury § Delegation to increase the share capital through the capitalisation of reserves, retained earnings or share premiums § Delegation to issue any shares and securities giv
Slide 6: Review of 2018
Review of 2018 Xavier Huillard, Chairman and Chief Executive Officer
Slide 7: Highlights of the year
Highlights of the year VINCI Airports: continued strong growth of passenger numbers VINCI Autoroutes: traffic down slightly due to exceptional events at the end of the year Strong increase in business volumes and order intake at VINCI Energies and Eurovia; stabilisation at VINCI Construction Sound g
Slide 8: VINCI Airports in 2018
VINCI Airports in 2018 December 2018: agreement on the purchase of 50.01% of the shares of Revenue Ebitda* London Gatwick airport (LGW) by VINCI Airports €1.6 bn €0.9 bn +14.0% +16.5% VINCI Airports passenger numbers in 2018 (in millions) Total of which: 195 million +6.8% 55 million 20 million 48 mi
Slide 9: VINCI Autoroutes in 2018
VINCI Autoroutes in 2018 Installation of the first IONITY very high speed charging station Revenue Ebitda* €5.4 bn €3.9 bn +1.5% +1.2% Change in VINCI Autoroutes traffic in 2018 Total -0.5% -0.9% +2.1% * Ebitda = cash flow from operations before tax and financing costs 9
Slide 10: VINCI Highways in 2018
VINCI Highways in 2018 June 2018: opening to traffic of section 2 of the Lima expressway in New dynamic toll pricing system in Texas, United States Peru 10
Slide 11: VINCI Energies in 2018
VINCI Energies in 2018 Design, deployment and operation of an innovative digital platform for the Ebit/ Revenue Ebit* Port of Rotterdam, Netherlands Revenue €12.6 bn €0.7 bn 5.8% +17.1% +18.2% +10 bp Change and breakdown of revenue by geographical area France International 46% +4.5% 54% +30.4% * Ebi
Slide 12: Eurovia in 2018
Eurovia in 2018 Acquisition of Lane Construction’s Plants & Paving division, United States Ebit/ Revenue Ebit* Revenue €8.9 bn €0.3 bn 3.9% +10.1% +14.8% +20 bp Change and breakdown in revenue by geographical area 44% France International 56% +9.5% +11.0% * Ebit = operating income from ordinary 12 a
Slide 13: VINCI Construction in 2018
VINCI Construction in 2018 Vertical tunnelling on section T3C of Line 15 South of the Grand Paris Express Revenue Ebit/ Ebit* Revenue €14.2 bn €0.4 bn 2.8% +1.9% +16.2% +30 bp Change and breakdown of revenue by geographical area 46% France 54% International +3.9% -0.2% * Ebit = operating income from
Slide 14: VINCI Immobilier in 2018
VINCI Immobilier in 2018 Recurring Student Factory, Bordeaux operating Revenue ROI/Revenue income (ROI) €1.1 bn €0.1 bn 9.2% +23.3% +13.4% -80 bp § Housing reservations: 6,333 apartments representing €1,275 m (+12%) § Acquisition in January 2019 of 49.9% of URBAT Promotion (construction of housing i
Slide 15: Contracting: robust commercial performance
Contracting: robust commercial performance 13% increase in order book in 2018 54% of the order book generated outside France Breakdown by business line Breakdown by geographical area (in € bn) (in € bn) +13% 33.1 +13% 33.1 +13% +13% 29.3 29.3 8.4 6.7 +24% -3% 15.1 +23% 7.0 15.5 5.7 9.4 +23% 16.9 +5%
Slide 16: 43% of 2018 revenue generated outside France
43% of 2018 revenue generated outside France France €24.8 bn +5% 57% Central and North America Eastern Europe +19% €2.0 bn +36% €2.2 bn 5% 5% Western Europe (excl. France) +14% Asia/Middle East/ €9.5 bn Oceania +7% 22% Central and South €2.5 bn America 6% -5% Africa €1.1 bn €1.3 bn 3% 3% +X% 2018/20
Slide 17: 2018 Group key figures
2018 Group key figures Revenue Net income Earnings per share Free cash flow Δ 2018/2017 Δ 2018/2017 Δ 2018/2017 Δ 2018/2017 €43,519 m €2,983 m €5.32 €3,179 m +8.1% +8.6% +8.4% + €654 m 17
Slide 18: Dividend
Dividend 2018 all-cash dividend per share* €2.67 of which €0.75 paid on 8 November 2018 +9.0% 23 April 2019 €1.92 to be paid ex-date 25 April 2019 payment date Dividend per share since 2009 (in €) +65% CAGR +5.7% 0.45** 2.67 2.45 2.10 1.67 1.77 1.77 1.77 1.77 1.84 1.62 2009 2010 2011 2012 2013 2014
Slide 19: 2018 financial performance
2018 financial performance Christian Labeyrie, Executive Vice-President and Chief Financial Officer
Slide 20: Revenue growth driven by international expansion
Revenue growth driven by international expansion Change in revenue since 2014 (base 100) 130 +27% International 125 120 115 +12% Total 110 105 +3% France 100 95 90 85 2014 2015 2016 2017 2018 20
Slide 21: Change in VINCI revenue by geographical area
Change in VINCI revenue by geographical area Organic growth Consolidation scope Exchange rates +3.3% +5.6% -0.8% €43,519 m €40,248 m Actual growth +8.1% +4.6% +13.2% France International 2017 2018 21
Slide 22: Operating income from ordinary activities (Ebit)
Operating income from ordinary activities (Ebit) Group Ebit: €4,997 m (+8.5%) Ebit/Revenue: 11.5% (+10 bp) VINCI Immobilier CONTRACTING VINCI CONCESSIONS Construction Eurovia Ebit: €1,472 m (+16.8%) Ebit: €3,429 m (+5.5%) Ebit/Revenue: 4.1% (+30 bp) Ebit/Revenue: 47.2% (+40 bp) VINCI Energies VINCI
Slide 23: Net income growth
Net income growth (in € millions) 2018 2017 Δ 2018/2017 Operating income 4,920 4,550 +8.1% Financial income/(expense) (445) (442) of which cost of debt (462) (481) Income tax (1,418) (1,271) Effective tax rate 32.3% 33.2% Non-controlling interests (74) (90) Net income attributable to 2,983 2,747 +8.
Slide 24: Strong cash flow generation in 2018
Strong cash flow generation in 2018 (in € billions) Financing costs Ebitda Δ WCR* and tax 6.9 (0.3) (1.5) Capital expenditure (2.0) Free cash flow 3.2 2018/2017 change +0.4 stable +0.4 (0.2) +0.6 * Working capital requirement Concessions Contracting 24
Slide 25: Allocation of capital
Allocation of capital Free cash flow generation from 2008 to 2018: €26.4 bn 2018 (in € billions) 3,5 0.4 FREE CASH FLOW CAGR*: +4.6% €3.2 bn 3,0 0.3 2,5 0.3 SHARE DIVIDENDS ACQUISITIONS 2,0 0.2 BUY-BACKS Distribution of 50% of Elimination of dilution Execution of Group’s 0.2 1,5 net income of share
Slide 26: A healthy balance sheet
A healthy balance sheet (in € billions) ASSETS 2018/2017 LIABILITIES 2018/2017 31 December 2018 change 31 December 2018 change Net income/equity LONG-TERM FINANCING (ROE) Contracting 11.4 +1.6 Equity 22.5 16.7% 19.8 +1.4 +10 bp CAPITAL EMPLOYED 44 Non-current provisions 2.6 +0.1 Concessions Return o
Slide 27: A prudent financial policy
A prudent financial policy Sound credit ratings High level of liquidity S&P A-/A2 Outlook positive Net cash at 31 December 2018 €5.6 bn Moody’s A3/P1 Outlook stable Confirmed bank credit facilities €8.0 bn Dynamic interest rate management Debt refinanced in excellent market conditions 62.5% of gross
Slide 28: 2019 outlook – The Group's strategy
2019 outlook The Group’s strategy Xavier Huillard, Chairman and Chief Executive Officer
Slide 29: 2019 outlook
2019 outlook CONCESSIONS CONTRACTING ü VINCI Airports: like-for-like growth in passenger numbers, but less dynamic than in 2018 due to ü Like-for-like growth in Contracting revenue across all high comparison base business lines and positive impact of full-year integration of recent acquisitions, mai
Slide 30: Clear, unwavering strategy
Clear, unwavering strategy CAPITALISE ON THE STRENGTHS OF THE INTEGRATED CONCESSION/CONTRACTING BUSINESS MODEL CONCESSIONS CONTRACTING ü Prioritise margin improvement and continue ü Focus on airports and road infrastructure for selective order-taking policy growth ü Develop high value-added business
Slide 31: Outperformance of VINCI share over past five years
Outperformance of VINCI share over past five years Change in share price from 31/03/2014 to 31/03/2019 TSR (in €) (total shareholder 90 return) 85 VINCI: +61% +89% 80 75 European sector +40% 70 index*: +24% 65 CAC 40: +22% +43% 60 55 50 45 40 3/31/2014 9/30/2014 3/31/2015 9/30/2015 3/31/2016 9/30/20
Slide 32: VINCI's objective: all-round performance
VINCI’s objective: all-round performance “A sustainable economic performance is only possible in the presence of ambitious social and environmental goals.” 32
Slide 33: Workforce-related and social performance
Workforce-related and social performance ü Workplace accident frequency rate reduced to 6.10 in 2018 (-21% in five years) ü In 2018, 72% of VINCI entities recorded zero lost-time accidents (66% in 2013) ü 9% of VINCI’s share capital held by ü Around 4,000 people in integration programmes around 130,
Slide 34: Environmental performance, ethics and human rights
Environmental performance, ethics and human rights ETHICS AND HUMAN RIGHTS ENVIRONMENTAL PERFORMANCE In 2018, VINCI was awarded A- for its carbon strategy (Carbon Disclosure Project) Target: 50 tonnes CO2 equivalent in 2020 Documents available to 99% of employees in 26 languages 34
Slide 35: Yves-Thibault de Silguy
Yves-Thibault de Silguy Vice-Chairman of the Board of Directors and Chairman of the Strategy and CSR Committee
Slide 36: Strategy and CSR Committee
Strategy and CSR Committee 7 meetings in 2018 Composition Main responsibilities Activities in 2018 Chairman § Express an opinion on projects with a § Examined: Yves-Thibault de Silguy value exceeding €50 m o 12 proposed acquisitions in Contracting Permanent members § Ensure matters relating to corpo
Slide 37: Yannick Assouad
Yannick Assouad Lead Director of the Board of Directors and Chairman of the Appointments and Corporate Governance Committee
Slide 38: Overview of corporate governance at December 2018
Overview of corporate governance at 31 December 2018 Defines the Company’s strategy and Board of Directors monitors its implementation 15 members – 9 meetings in 2018 – 92% attendance Xavier Huillard Chairman and Chief Executive Officer Yannick Assouad Maintains the balance of power Lead Independent
Slide 39: Appointments and Corporate Governance Committee
Appointments and Corporate Governance Committee 6 meetings in 2018 Composition Main responsibilities Activities in 2018 Independent Chairman § Examine all candidacies for § Examined Directors’ terms of Yannick Assouad appointments to the Board and office ending in 2019 express opinion or Members rec
Slide 40: An active and diversified Board of Directors
An active and diversified Board of Directors Data at 31 December 2018 9 meetings, Female Directors Non-French Directors of which 7 ordinary and 2 extraordinary 46% 47% § 15 Directors, of which: 2 representing employees § 8 independent Directors (at 17 April 2019) 1 representing employee shareholders
Slide 41: Proposal of renewals and new appointments
Proposal of renewals and new appointments § Three renewal of appointments proposed to the Shareholders’s General Meeting: Title First appointment Robert Castaigne Former Chief Financial Officer and former member of the 2007 Executive Committee of Total Ana Paula Pessoa Chairman and Chief Strategy Of
Slide 42: Robert Castaigne
Robert Castaigne Chairman of the Audit Committee
Slide 43: Audit Committee
Audit Committee 5 meetings in 2018 Composition Main responsibilities and activities in 2018 Independent Chairman § Monitor the process for preparing financial information Robert Castaigne o Examined consolidated and parent company financial statements, as well as budget updates Members o Reviewed th
Slide 44: Pascale Sourisse
Pascale Sourisse Chairman of the Remuneration Committee
Slide 45: Remuneration of Xavier Huillard for 2018
Remuneration of Xavier Huillard, Chairman and Chief Executive Officer, for 2018 (pages 162 of the VINCI Annual Report and 40 of the Notice of Meeting) § Short-term remuneration (in €) Short-term remuneration 2018 3 500 000 3 000 000 300 000 2 500 000 1 920 000 2 000 000 1 391 462 1 388 759 1 500 000
Slide 46: 2019-2022 remuneration policy – sixteenth resolution
2019-2022 remuneration policy – sixteenth resolution (pages 159 of the VINCI Annual Report and 39 of the Notice of Meeting) Main changes: § Reduction in the maximum fair value of performance shares that may be granted annually to the Chairman and Chief Executive Officer to 100% of the ceiling of his
Slide 47: Employee shareholding – twenty-fifth and twenty-sixth resolutions
Employee shareholding – twenty-fifth and twenty-sixth resolutions § 130,000 former and current employees have become shareholders to date o France: 105,000 employees o International: around 25,000 employees in 30 countries § At 31 December 2018, employees held 9.0% of VINCI’s share capital through t
Slide 48: Statutory Auditors
Statutory Auditors Combined Shareholders’ General Meeting of 17 April 2019
Slide 49: Statutory Auditors' reports
Statutory Auditors’ reports 1. Report on VINCI’s consolidated financial statements (pages 337-340 of the Annual Report/Registration Document) Report on VINCI’s parent company financial statements (pages 356-358 of the Annual Report/Registration 2. Document) Special Statutory Auditors’ report on regu
Slide 50: Reports on the consolidated and parent company financial statements
Reports on the consolidated and parent company financial statements Report title Opinion Justification of assessments – Key points of the audit - Long-term construction contracts and measurement of losses on completion and Report of the Statutory provisions for project risks Auditors on the consolid
Slide 51: Report on regulated agreements and commitments
Report on regulated agreements and commitments Report title Observations ► We hereby inform you that we have not been advised of any agreements or commitments that were authorised and Special report of the executed during the past financial year and must be submitted for the approval of the Sharehol
Slide 52: Special reports relating to Extraordinary Shareholders' General Meeting resolutions
Special reports relating to resolutions requiring the approval of an Extraordinary Shareholders’ General Meeting Duration of authorisation Resolution Subject granted to the Terms Board of Directors Authorisation to reduce the share capital No. 18 through cancellation of VINCI shares held in 26 month
Slide 53: Floor open to shareholders
VINCI “~ Floor open to shareholders
Slide 54: Resolutions submitted to the Shareholders' General Meeting
Resolutions submitted to the Shareholders’ General Meeting
Slide 55: Ordinary business: first resolution
Ordinary business: first resolution Approval of the 2018 consolidated financial statements o Net income attributable to owners of the parent: €2,983 million 55
Slide 56: Ordinary business: second resolution
Ordinary business: second resolution Approval of the 2018 parent company financial statements o Net income: €1,275 million 56 56
Slide 57: Ordinary business: third resolution
Ordinary business: third resolution Appropriation of the Company’s net income for the 2018 financial year o Dividend of €2.67 per share o Interim dividend of €0.75 per share paid in November 2018 o Final dividend of €1.92 per share o Ex-date: 23 April 2019 o Date of payment of final dividend: 25 Apr
Slide 58: Ordinary business: fourth resolution
Ordinary business: fourth resolution Renewal of the appointment of Mr Robert Castaigne as Director for a period of four years o Non-independent Director o Chairman of the Audit Committee until the close of the present Shareholders’ General Meeting o Member of the Audit Committee and the Remuneration
Slide 59: Ordinary business: fifth resolution
Ordinary business: fifth resolution Renewal of the term of office of Mrs Ana Paula Pessoa as Director for a period of four years o Independent Director o Member of the Strategy and CSR Committee o Term of office expires at the close of the Shareholders’ General Meeting called to approve the financia
Slide 60: Ordinary business: sixth resolution
Ordinary business: sixth resolution Renewal of the term of office of Mrs Pascale Sourisse as Director for a period of four years o Non-independent Director o Chairman of the Remuneration Committee until the close of the present Shareholders’ General Meeting o Member of the Audit Committee and the Ap
Slide 61: Ordinary business: seventh resolution
Ordinary business: seventh resolution Appointment of Mrs Caroline Grégoire Sainte Marie as Director for a period of four years o Person deemed by the Board of Directors to be independent o Term of office expires at the close of the Shareholders’ General Meeting called to approve the financial statem
Slide 62: Ordinary business: eighth resolution
Ordinary business: eighth resolution Appointment of Mrs Dominique Muller Joly-Pottuz as Director representing employee shareholders in accordance with Article 11 of the Articles of Association o Candidate put forward by the Supervisory Board of the Castor company mutual fund o Term of office expires
Slide 63: Ordinary business: ninth resolution
Ordinary business: ninth resolution Appointment of Mrs Françoise Rozé as Director representing shareholder employees in accordance with Article 11 of the Articles of Association o Candidate put forward by the Supervisory Board of the Castor company mutual fund o Term of office expires at the close o
Slide 64: Ordinary business: tenth resolution
Ordinary business: tenth resolution Appointment of Mrs Jarmila Matouskova as Director representing employee shareholders in accordance with Article 11 of the Articles of Association o Candidate put forward by the Supervisory Board of the Castor International company mutual fund o Term of office expi
Slide 65: Ordinary business: eleventh resolution
Ordinary business: eleventh resolution Appointment of Mr Jean-Charles Garaffa as Director representing employee shareholders in accordance with Article 11 of the Articles of Association o Candidate put forward by the Supervisory Board of the Actionnariat VINCI company mutual fund o Term of office ex
Slide 66: Ordinary business: twelfth resolution
Ordinary business: twelfth resolution Reappointment of Deloitte & Associés as primary statutory auditor for a period of six accounting periods o First appointment: 30 May 2001 o Term of office expires at the close of the Shareholders’ General Meeting called to approve the financial statements for th
Slide 67: Ordinary business: thirteenth resolution
Ordinary business: thirteenth resolution Appointment of PricewaterhouseCoopers as primary statutory for a term of six accounting periods o Term of office expires at the close of the Shareholders’ General Meeting called to approve the financial statements for the year ending 31 December 2024 67
Slide 68: Ordinary business: fourteenth resolution
Ordinary business: fourteenth resolution Directors’ fees o Increase in the aggregate annual amount of Directors’ fees o Amount increased from €1,400,000 to €1,600,000 o Directors’ fees paid in 2018: €1,233,750 68
Slide 69: Ordinary business: fifteenth resolution
Ordinary business: fifteenth resolution Renewal of the delegation of powers to the Board of Directors in view of the purchase by the Company of its own shares o Maximum number of shares that may be acquired: 10% of the share capital o Maximum purchase price: €120 per share o Maximum amount of purcha
Slide 70: Ordinary business: sixteenth resolution
Ordinary business: sixteenth resolution Approval of the principles and guidelines used to determine and structure the fixed, variable and extraordinary components of the total remuneration and benefits of any kind payable to the Chairman and Chief Executive Officer o Fixed remuneration: €1,200,000 o
Slide 71: Ordinary business: seventeenth resolution
Ordinary business: seventeenth resolution Approval of the items of remuneration due or paid to Mr Huillard, VINCI’s Chairman and Chief Executive Officer, in respect of the 2018 financial year o Fixed remuneration: €1,140,556 o Variable remuneration: €1,391,462 o Long-term incentive plan set up in 20
Slide 72: Extraordinary business: eighteenth resolution
Extraordinary business: eighteenth resolution Renewal of the authorisation granted to the Board of Directors in view of the reduction of the share capital through cancellation of VINCI shares held in treasury o Ceiling: 10% of the share capital over successive periods of 24 month for the determinati
Slide 73: Extraordinary business: nineteenth resolution
Extraordinary business: nineteenth resolution Delegation of authority to the Board of Directors to increase the share capital through the capitalisation of reserves, retained earning or share premiums o Ceiling: total amount of reserves, profits and share premiums available for capitalisation o Vali
Slide 74: Extraordinary business: twentieth resolution
Extraordinary business: twentieth resolution Delegation of authority to the Board of Directors to issue any shares, equity securities giving access to equity securities to be issued by the Company and/or its subsidiaries, with shareholders’ preferential subscription rights maintained o Ceiling for c
Slide 75: Extraordinary business: twenty-first resolution
Extraordinary business: twenty-first resolution Delegation of authority to the Board of Directors to issue, through a public offering, all debt securities giving access to equity securities to be issued by the Company and/or its subsidiaries or to existing equity securities, with preferential subscr
Slide 76: Extraordinary business: twenty-second resolution
Extraordinary business: twenty-second resolution Delegation of authority to the Board of Directors to issue, through a private placement, all debt securities giving access to equity securities to be issued, with preferential subscription rights cancelled o Ceiling for capital increases that may be c
Slide 77: Extraordinary business: twenty-third resolution
Extraordinary business: twenty-third resolution Authorisation of the Board of Directors to increase the number of securities to be issued in the event of surplus applications o Possibility offered for issues of securities carried out under the twentieth, twenty-first and twenty-second resolutions in
Slide 78: Extraordinary business: twenty-fourth resolution
Extraordinary business: twenty-fourth resolution Delegation of powers to the Board of Directors to issue any shares, equity securities giving access to other equity securities or giving the right to an allotment of debt securities and other securities giving access to equity securities to be issued
Slide 79: Extraordinary business: twenty-fifth resolution
Extraordinary business: twenty-fifth resolution Delegation of authority to the Board of Directors to carry out share capital increases reserved for employees of the Company and VINCI Group companies in the context of savings plans, with preferential subscription rights cancelled o Ceiling for the tw
Slide 80: Extraordinary business: twenty-sixth resolution
Extraordinary business: twenty-sixth resolution Delegation of authority to the Board of Directors to make capital increases reserved for a category of beneficiaries in order to offer the employees of certain foreign subsidiaries benefits comparable with those offered to employees subscribing directl
Slide 81: Extraordinary business: twenty-seventh resolution
Extraordinary business: twenty-seventh resolution Amendment of Article 10 bis of the Articles of Association “Capital holding” o Greater detail on the way in which ownership disclosure thresholds (i.e. 1% or any multiple thereof) are calculated o Treatment of shares or voting rights held in concert
Slide 82: Extraordinary business: twenty-eighth resolution
Extraordinary business: twenty-eighth resolution Amendment of Article 16 of the Articles of Association “Auditors” o Simplification of the wording of Article 16 o Removal of the reference to alternate statutory auditors, whose appointment is no longer mandatory where the primary statutory auditor is
Slide 83: Extraordinary business: twenty-ninth resolution
Extraordinary business: twenty-ninth resolution Powers to carry out formalities 83
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